C3.ai, Inc. DEF 14AProxy Statements

Directors / Nominees

Director Nominees Our nominating and corporate governance committee has recommended, and our board of directors has approved, John C. Dwyer, Michael G. McCaffery, and Stephen M. Ward, Jr. as nominees for election as Class III directors at the Annual Meeting. If elected, each of Messrs. Dwyer, McCaffery and Ward will serve as Class III directors for a full term of three years and until their successors are duly elected and qualified, or until his death, resignation, or removal. Each of Messrs. McCaffery and Ward is currently a director serving on our board of directors and was elected by our stockholders at our 2023 annual meeting of stockholders. Mr. Dwyer, who was identified by our board of directors, joined our board of directors in August 2026 after being considered and recommended by our nominating and corporate governance committee. For information concerning each of the nominees, please see the section titled “Information Regarding Our Board of Directors and Corporate Governance.” Each nominee has consented to being named as a nominee in our proxy statement and has agreed to serve if elected. We have no reason to believe that any nominee will be unable to serve. If any nominee becomes unable or unwilling to stand for election as a result of an unexpected occurrence, the proxy holders will vote your proxy for the election of any substitute nominee as may be proposed by our nominating and corporate governance committee. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH DIRECTOR NOMINEE NAMED ABOVE. 22 PROPOSAL TWO APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS In accordance with the requirements of Section 14A of the Exchange Act, we are providing our stockholders the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers (as disclosed under “Executive Compensation—Compensation Discussion and Analysis,” the compensation tables included under the heading “Executive Compensation” and the accompanying narrative). You are encouraged to review the section titled “Executive Compensation” and, in particular, the section titled “Executive Compensation—Compensation Discussion and Analysis” in this proxy statement, which provide a comprehensive review of our executive compensation program and its elements, objectives and rationale. The vote