C3 AI INC CLASS A (AI)
Sector: Information Technology
2026 Annual Meeting Analysis
C3 AI INC CLASS A · Meeting: October 26, 2026
Directors FOR
1
Directors AGAINST
2
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Class III Directors
Against Analysis
Mr. McCaffery has served on the C3 AI board since 2009 and is fully accountable for the company's sustained stock underperformance: C3 AI's stock has lost 63.5% over three years while the company's own compensation peer group (which includes companies like Palantir and Datadog) gained a median of 31.7%, a gap of 95.2 percentage points that far exceeds the 20-percentage-point trigger for companies with negative absolute returns; the 5-year check does not rescue the vote because the 5-year gap of 44.3 percentage points also exceeds the same 20pp threshold, confirming this is sustained underperformance rather than a temporary dip.
Mr. Ward has served on the C3 AI board since 2009 and is equally accountable for the same sustained underperformance pattern: the 95.2-percentage-point gap between C3 AI's 3-year stock decline and its peer group's 3-year gain far exceeds the policy trigger, and the 5-year data confirms the pattern is not a short-term anomaly; additionally, Mr. Ward chairs the compensation committee that approved the pay structures evaluated separately in Proposal 2.
For Analysis
Mr. Dwyer joined the board in August 2026, which is within the 24-month new-director exemption window, so he is exempt from the TSR underperformance trigger; he brings relevant technology and corporate governance expertise from a long career in technology litigation and prior DOJ leadership.
Of the three Class III nominees, Mr. Dwyer receives a FOR vote as a brand-new director exempt from the TSR trigger; Mr. McCaffery and Mr. Ward, both board members since 2009, receive AGAINST votes because C3 AI's stock has dramatically underperformed its own peer group over both 3-year and 5-year periods, and neither the 3-year nor the 5-year supplementary check clears the policy threshold.
Say on Pay
✗ AGAINSTCEO
Thomas M. Siebel
Total Comp
$25,516,876
Prior Support
86%%
The pay-for-performance alignment check fails clearly: C3 AI's stock declined 63.5% over three years while its own peer group gained a median of 31.7%, yet the company paid its prior-year CEO (Siebel) $25.5 million and its incoming-then-departing CEO (Ehikian) over $36 million in a single fiscal year for less than nine months of service — both representing above-benchmark variable pay levels for a company delivering deeply negative shareholder returns. While the prior year's Say on Pay vote of 86% support does not itself trigger a No vote, the combination of outsized equity grants (including a $20 million equity package for an executive who served as CEO for under a year) during a period of severe stock price decline demonstrates that incentive compensation is not aligned with shareholder experience, which is the core purpose of variable pay.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
8 yrs
Audit Fees
$2,535,000
Non-Audit Fees
$3,790
Deloitte has served as C3 AI's auditor since 2018 (approximately 8 years), well below the 25-year tenure threshold; non-audit fees of $3,790 represent less than 0.2% of audit fees of $2,535,000, far below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a $1.6 billion market-cap company, and no material restatements are disclosed.
Overall Assessment
The 2026 C3 AI annual meeting presents a ballot where the most significant concerns are sustained, severe stock underperformance relative to peers and pay-for-performance misalignment at the executive level: two of three director nominees (McCaffery and Ward, both long-tenured board members) receive AGAINST votes due to a 95-percentage-point gap between C3 AI's stock return and its peer group, and the Say on Pay vote also receives an AGAINST due to large executive pay packages during a period of deeply negative shareholder returns; the auditor ratification is straightforward and receives a FOR.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing