C3.ai (AI) adds John C. Dwyer to board with $900K options
Rhea-AI Filing Summary
C3.ai, Inc. (AI) announced that its board of directors appointed John C. Dwyer to the board effective August 25, 2026. He will serve as a Class III director with an initial term running until the company’s 2026 Annual Meeting of Stockholders and continuing until a successor is duly elected and qualified or earlier departure.
The company states there are no arrangements or understandings with any person regarding his appointment and that he has no material interests in related-party transactions requiring disclosure. As a non-employee director, he will receive the company’s standard non-employee director compensation, including an initial stock option award with a grant date fair value of $900,000 vesting over five years, under the company’s non-employee director compensation policy. Mr. Dwyer has also entered into the company’s standard indemnification agreement.
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8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Key Figures
Initial option award grant date fair value: $900,000
Vesting period for initial option award: 5 years
Effective date of director appointment: August 25, 2026
3 metrics
Initial option award grant date fair value
$900,000
Initial stock option award for John C. Dwyer as a non-employee director
Vesting period for initial option award
5 years
Vesting period of Mr. Dwyer’s initial non-employee director option award
Effective date of director appointment
August 25, 2026
Date John C. Dwyer was appointed to the board of C3.ai
Key Terms
Class III director, grant date fair value, non-employee director compensation, indemnification agreement, +1 more
5 terms
Class III director regulatory
"Mr. Dwyer was appointed as a Class III director to hold office"
A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.
grant date fair value financial
"including an initial option award having a grant date fair value of $900,000"
The grant date fair value is the estimated dollar worth of a stock-based award (such as stock options or restricted shares) at the exact moment it is given to an employee or contractor. Investors care because companies use that value to record compensation expenses and to show how much potential ownership and earnings dilution those awards could create—think of it as the price tag placed on a gift card when it is handed over so the company can report the cost now.
non-employee director compensation financial
"entitled to the Company’s standard non-employee director compensation"
indemnification agreement regulatory
"Mr. Dwyer has also entered into the Company’s standard indemnification agreement"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Item 404(a) of Regulation S-K regulatory
"for which disclosure would be required under Item 404(a) of Regulation S-K"
FAQ
What board change did C3.ai (AI) report on August 25, 2026?
C3.ai reported that its board appointed John C. Dwyer as a Class III director, effective August 25, 2026. His initial term runs until the company’s 2026 Annual Meeting of Stockholders, after which he will serve until a successor is elected and qualified or earlier departure.
What is the term of John C. Dwyer’s directorship at C3.ai (AI)?
John C. Dwyer was appointed a Class III director with an initial term that will run until C3.ai’s 2026 Annual Meeting of Stockholders. He will continue in office thereafter until his successor is duly elected and qualified or his earlier death, resignation, or removal.
What compensation will John C. Dwyer receive as a C3.ai (AI) director?
As a non-employee director, John C. Dwyer will receive C3.ai’s standard non-employee director compensation, including an initial stock option award with a grant date fair value of $900,000 that vests over a five-year period, subject to the company’s non-employee director compensation policy.
Did C3.ai (AI) disclose any special arrangements leading to John C. Dwyer’s appointment?
C3.ai disclosed that there are no arrangements or understandings between John C. Dwyer and any other person pursuant to which he was appointed as a director. His appointment was made by the board of directors on August 25, 2026.
What additional agreement did John C. Dwyer enter into with C3.ai (AI)?
John C. Dwyer entered into C3.ai’s standard indemnification agreement, which is provided to directors. The filing notes this as part of the terms associated with his joining the board as a non-employee director.
AI-generated analysis. How Rhea-AI works. Not financial advice.
