Independent
Tenure on this board
3.2 yrs
Also a director at
Vontier Corp (VNT)United Natural Foods Inc (UNFI)
2 nominees · 3 ballot items.
Election of three Class II directors; advisory approval of named executive officer compensation (Say-on-Pay); and ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026.
Elect Gloria Boyland, Michelangelo Volpi, and Lara Caimi as Class II directors to hold office until the 2029 annual meeting.
Advisory (non-binding) vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This management proposal asks stockholders to cast a non-binding advisory vote to approve the compensation paid to the company’s named executive officers as described in the proxy. Management is seeking shareholder approval to validate its executive pay program, which is structured with base salary, short-term incentive programs, and long-term equity awards designed to align executives’ interests with stockholders and support retention. The board emphasizes recent operational milestones (including commercial launch of Aurora Driver for Freight) and fiscal stewardship as context for compensation decisions made in 2025. The recommendation is FOR; the board notes the advisory nature of the vote but will consider the result in future compensation decisions. The compensation program includes significant equity-based pay, performance-contingent bonuses, and governance protections (clawback policy, independent compensation committee, compensation consultant) intended to mitigate excessive risk-taking. The vote’s outcome is non-binding but provides important shareholder feedback that the board and compensation committee will use to adjust or maintain pay practices.
Ratify the appointment of PricewaterhouseCoopers LLP as Aurora’s independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Uber Technologies, Inc | 16.62% | 325,973,411 | $1.3B |
| 2 | T. Rowe Price Investment Management, Inc. | 14.89% | 291,964,504 | $1.2B |
| 3 | MORGAN STANLEY | 8.05% | 157,877,623 | $650M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.52% | 88,732,338 | $366M |
| 5 | Capital Research Global Investors | 4.22% | 82,739,454 | $341M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.52% | 68,952,612 | $284M |
| 7 | TOYOTA MOTOR CORP/ | 2.41% | 47,348,178 | $195M |
| 8 | BAILLIE GIFFORD CO | 2.22% | 43,440,843 | $179M |
| 9 | BlackRock, Inc. | 1.61% | 31,517,620 | $130M |
| 10 | MORGAN STANLEY | 1.37% | 26,954,036 | $111M |
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