XML 11 R2.htm IDEA: XBRL DOCUMENT v3.25.2
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Apr. 30, 2025
Apr. 30, 2024
Apr. 30, 2023
Apr. 30, 2022
Apr. 30, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Fiscal Year
Summary Compensation Table Total for PEO(1)
Compensation Actually Paid to PEO(2)
Average Summary Compensation Table Total for Non-PEO NEOs(3)
Average Compensation Actually Paid to Non-PEO NEOs(4)
Value of Initial Fixed $100 Investment Based On:
Net Income (millions)(7)
Revenue (millions)(8)
Total Shareholder Return(5)
Peer Group Total Shareholder Return(6)
(a)(b)(c)(d)(e)(f)(g)(h)(i)
2025$25,516,876 $39,480,848 $5,932,374 $6,545,806 $23.80 $193.90 $(288.7)$389.1 
2024$24,764,958 $82,190,636 $3,514,867 $6,928,664 $24.36 $170.40 $(279.7)$310.6 
2023$31,712,200 $49,955,502 $16,224,783 $14,368,424 $19.27 $123.97 $(268.8)$266.8 
2022$26,865,979 $(488,891,227)$17,608,679 $(8,285,912)$18.37 $114.70 $(192.1)$252.8 
2021$29,797,431 $839,062,199 $5,356,345 $43,728,783 $71.64 $112.57 $(55.7)$183.2 
       
Company Selected Measure Name revenue        
Named Executive Officers, Footnote The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Siebel (our Chief Executive Officer since 2011) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the section entitled “Executive Compensation – Summary Compensation Table.”        
Peer Group Issuers, Footnote Represents the TSR of the S&P 500 Information Technology Index based on a $100 investment as of December 9, 2020, valued again on each of April 30, 2021, 2022, 2023, 2024, and 2025.        
PEO Total Compensation Amount $ 25,516,876 $ 24,764,958 $ 31,712,200 $ 26,865,979 $ 29,797,431
PEO Actually Paid Compensation Amount $ 39,480,848 82,190,636 49,955,502 (488,891,227) 839,062,199
Adjustment To PEO Compensation, Footnote The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Siebel, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Siebel during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Siebel’s total compensation for each year to determine the compensation actually paid (adjustments for pension benefits are not covered, as the Company does not have any defined benefit or actuarial pension plans):
Fiscal YearReported Summary Compensation Table Total for PEOReported Value of Equity Awards(a)Equity Award Adjustments(b)Compensation Actually Paid to PEO
2025$25,516,876 $(23,012,029)$36,976,001 $39,480,848 
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, the amount equal to the fair value at the end of the prior fiscal year. Adjustments for dividend payments are not covered, as the Company does not pay dividends on equity awards. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
Fiscal YearYear End Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested at Year EndChange in Fair Value from the End of the Prior Year to the End of the Year of Outstanding and Unvested Equity Awards Granted in Prior YearsFair Value as of Vesting Date of Equity Awards Granted and Vested in the YearChange in Fair Value from the End of the Prior Year to the Vesting Date of Equity Awards Granted in Prior Years that Vested in the YearFair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the YearTotal
Equity
Award
Adjustments
2025$23,889,599 $(2,117,809)$1,000,000 $14,204,212 $— $36,976,001 
       
Non-PEO NEO Average Total Compensation Amount $ 5,932,374 3,514,867 16,224,783 17,608,679 5,356,345
Non-PEO NEO Average Compensation Actually Paid Amount $ 6,545,806 6,928,664 14,368,424 (8,285,912) 43,728,783
Adjustment to Non-PEO NEO Compensation Footnote The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Siebel), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Siebel) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Siebel) for each year to determine the compensation actually paid, using the same methodology described above in Note 2 (adjustments for pension benefits are not covered, as the Company does not have any defined benefit or actuarial pension plans):
Fiscal YearAverage
Reported Summary Compensation Table Total for Non-PEO NEOs
Average Reported Value of Equity AwardsAverage Equity Award Adjustments(a)Average Compensation Actually Paid to Non-PEO NEOs
2025$5,932,374 $(5,044,924)$5,658,356 $6,545,806 
The amounts deducted or added in calculating the total average equity award adjustments are as follows (adjustments for dividend payments are not covered, as the Company does not pay dividends on equity awards):
Fiscal YearAverage Year End Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested at Year EndAverage Change in Fair Value from the End of the Prior Year to the End of the Year of Outstanding and Unvested Equity AwardsAverage Fair Value as of Vesting Date of Equity Awards Granted and Vested in the YearAverage Change in Fair Value from the End of the Prior Year to the Vesting Date of Equity Awards Granted in Prior Years that Vested in the YearAverage Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the YearTotal
Average
Equity
Award
Adjustments
2025$4,585,945 $(306,093)$302,441 $1,076,064 $— $5,658,356 
       
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid and Cumulative TSR
The chart below shows the relationship between the compensation actually paid to Mr. Siebel and the average compensation actually paid to our other NEOs, on the one hand, to our cumulative TSR measured over the period commencing on December 9, 2020 (which is the date our Class A common stock commenced trading on the NYSE) and ending on April 30, 2025 (which is the last day of our last completed fiscal year), on the other.
C3 vs Peer TSR.jpg
       
Compensation Actually Paid vs. Net Income
Compensation Actually Paid and Net Income (Loss)
The following graph shows the relationship between the compensation actually paid to Mr. Siebel and the average compensation actually paid to our other NEOs, and our annual net income (loss) for each of the periods presented in the Pay Versus Performance table.
C3 net icnome vs actual comp copy.jpg
       
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid and Revenue
The following graph shows the relationship between the compensation actually paid to Mr. Siebel and the average compensation actually paid to our other NEOs, and our annual revenue for each of the periods presented in the Pay Versus Performance table.
C3 revenue vs actual comp.jpg
       
Total Shareholder Return Vs Peer Group
Cumulative TSR of the Company and Cumulative TSR of the Peer Group
The chart below shows the relationship between our cumulative TSR for the period commencing on December 9, 2020 (which is the date our Class A common stock commenced trading on the NYSE) and ending on April 30, 2025 (which is the last day of our last completed fiscal year) and the cumulative TSR of the companies comprising the S&P 500 Information Technology Index for the same period.
C3 and Peer TSR.jpg
       
Tabular List, Table Net income
Revenue
Stock Price
TSR
       
Total Shareholder Return Amount $ 23.80 24.36 19.27 18.37 71.64
Peer Group Total Shareholder Return Amount 193.90 170.40 123.97 114.70 112.57
Net Income (Loss) $ (288,700,000) $ (279,700,000) $ (268,800,000) $ (192,100,000) $ (55,700,000)
Company Selected Measure Amount 389,100,000 310,600,000 266,800,000 252,800,000 183,200,000
PEO Name Mr. Siebel        
Additional 402(v) Disclosure
As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation that the SEC deems to have been actually paid to our principal executive officer (“PEO”) and other named executive officers (“NEOs”) and certain indicators of our financial performance. Please note that Item 402(v) requires the amounts included in the “compensation actually paid” columns of the table below to be calculated according to a particular formula that treats the increase or decrease in the value of outstanding equity awards as amounts “actually paid” to the NEO, regardless of whether the NEO realized any gain from such fluctuation in equity value. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Siebel, who has served as our Chief Executive Officer since 2011) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Siebel) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Edward Abbo, Hitesh Lath and Merel Witteveen; (ii) for 2024, Edward Abbo, Juho Parkkinen, Houman Behzadi, Hitesh Lath and Guy Wanger; (iii) for 2023, Edward Abbo, Juho Parkkinen, Houman Behzadi and Richard Lutton; (iv) for 2022, David Barter, Edward Abbo, Juho Parkkinen, Houman Behzadi, Richard Lutton and Adeel Manzoor; and (v) for 2021, David Barter and Edward Abbo.Represents the total stockholder return (“TSR”) of a $100 investment in our stock as of December 9, 2020, the date that our Class A common stock began trading on the NYSE, valued again on each of April 30, 2021, 2022, 2023, 2024 and 2025. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The initial public offering price of our Class A common stock was $42.00 per share (the disclosure of the Company’s initial public offering price in this footnote is supplemental disclosure that is not required by Item 402(v) of Regulation S-K).The dollar amounts reported represent the amount of net income (loss) reflected in our Consolidated Statements of Operations included in our Annual Report on Form 10-K for each of the fiscal years.Reflects “revenue” for each fiscal year as set forth in our Consolidated Statements of Operations included in our Annual Report on Form 10-K for each of the fiscal years.
Financial Performance Measures
As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
Analysis of the Information Presented in the Pay Versus Performance Table
As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company performance measures are presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.
All of the information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
       
Measure:: 1          
Pay vs Performance Disclosure          
Name •Net income        
Measure:: 2          
Pay vs Performance Disclosure          
Name •Revenue        
Measure:: 3          
Pay vs Performance Disclosure          
Name •Stock Price        
Measure:: 4          
Pay vs Performance Disclosure          
Name •TSR        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (23,012,029)        
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 36,976,001        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 23,889,599        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,117,809)        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,000,000        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 14,204,212        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (5,044,924)        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,658,356        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,585,945        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (306,093)        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 302,441        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,076,064        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0