2020 – 2026 · ARAI · CIK 1818274
Arrive AI Leadership
Founder-CEO Daniel O'Toole, the executive officer roster, the eight-director board, the unusual patent-license arrangement under which the CEO personally holds the underlying autonomous-last-mile patent portfolio and licenses it to Arrive AI through April 2040, and the FY2025 Section 16(b) short-swing-profits disclosure. Sourced from the FY2025 10-K filed April 15, 2026 and the April 14, 2026 Form 8-K disclosing the most recent director appointment.
Sibling pages: Arrive AI Financials · Roster row: Arrive AI on /orgs/ · AI pure-plays: /ai/orgs/.
Founder — sole founder, Chairman + CEO since inception
Arrive AI has a single founder. Daniel O'Toole incorporated the company on April 30, 2020 in Delaware as Dronedek Corporation, has held the Chairman + CEO seats continuously since formation, and personally holds the underlying autonomous-last-mile patent portfolio that he licenses to the company under the agreement described below. The company was renamed to Arrive Technology Inc. on July 27, 2023 and to Arrive AI Inc. on September 27, 2024; through both renames O'Toole's roles have not changed.
Founded Arrive AI (then Dronedek Corporation) in April 2020 and has served as Chairman + CEO since inception. Per the FY2025 10-K, “over 35 years of experience in founding, operating, and scaling businesses in distribution, facilities services, and technology-enabled operations,” including founding and leading Facility Maintenance USA, which provided facility services to national customers. Personally holds the patent portfolio licensed to Arrive AI under the Exclusive Patent License Agreement below.
Unlike most names on the AI pure-play roster, Arrive AI has only one founder. Mark Hamm, Neerav Shah, and John Ritchison joined in early operating roles in 2020 (Shah, Ritchison) and 2022 (Hamm) and serve on the Board today, but were not co-incorporators. The Section 16(b) short-swing-profits disclosure described below identifies O'Toole as a beneficial owner of more than 10% of the company's common stock, consistent with the 10-K's note that the company was a “controlled company” under Nasdaq listing rules until on or around April 9, 2026.
Naming history
The same Delaware corporation (CIK 1818274) has carried three names since incorporation in 2020. The leadership has been continuous through both renames; only the corporate identity has changed.
Exclusive Patent License Agreement — CEO as licensor
The most distinctive governance feature of Arrive AI's leadership: CEO Daniel O'Toole is the licensor of the underlying autonomous-last-mile patent portfolio, which he holds personally. The company is the licensee. The arrangement was originally executed May 26, 2020 with a seven-year term, was first amended December 2024 to extend to perpetuity for the full life of the covered patents, and was further amended in March 2025. The financials page's risk callout treats this as load-bearing for the business; the leadership page treats it as a related-party governance feature.
Pre-revenue monthly fee
$10,000 / month
Paid to O'Toole personally as a fixed retainer.
Per-installed-unit royalty
$25 / unit
Once monthly revenue exceeds $10,000.
Term (post-amendment)
Perpetuity, life of patents
Originally 7 years; extended December 2024.
Cumulative payments to CEO (through Dec 31, 2024)
$540,000
Per the FY2025 10-K, Item 13.
Estimated 10-year value: approximately $17 million, calculated as $25 per installed unit applied to management's internal sales projection of approximately 675,000 units over ten years (per the 10-K's Item 13 narrative). The actual amount is contingent on installation volume.
Termination rights: If Arrive AI materially defaults on the agreement and does not cure to O'Toole's satisfaction, O'Toole may terminate the license. After termination, Arrive AI agrees not to use, sell, or commercialize the intellectual property and not to sell related products. The financials page's going-concern callout is the place to read the corresponding business-continuity risk.
Source: FY2025 10-K, Item 13 “Certain Relationships and Related Transactions”. The full text of the agreement and the December 2024 + March 2025 amendments are filed as exhibits to the Direct Listing Registration Statement.
Patents covered
Eight items in total: seven US patents (six issued, one PCT pending) and one registered trademark (DRONEDEK). All list O'Toole as inventor or co-inventor. Source: FY2025 10-K, Item 13 patent table.
Current executive officers
Five executive officers as of December 31, 2025, per the FY2025 10-K Item 10. Arrive AI has not yet filed a DEF 14A proxy statement — the company direct-listed in May 2025 and the first proxy is expected in the ordinary course; until it lands, the 10-K is the canonical roster source. Click any row for the bio detail.
Daniel O'Toole
62
Founder, Chairman of the Board, and Chief Executive Officer
2020 (founding)
Sole founder; has held both Chairman and CEO seats continuously since incorporation in April 2020 (then as Dronedek Corporation). Per the 10-K bio, “over 35 years of experience in founding, operating, and scaling businesses in distribution, facilities services, and technology-enabled operations,” including founding Facility Maintenance USA. The Board explicitly notes that combining the Chairman and CEO roles “promotes unified leadership and direction” and that there is no Lead Independent Director. Personally holds the patent portfolio licensed under the Exclusive Patent License Agreement.
Mark Hamm
60
Chief Operating Officer and Director
2022
COO and director since 2022. The 10-K cites “over 20 years of experience in technology, logistics, and operational leadership,” with prior senior leadership roles at FedEx, ServiceMaster, and AutoZone (innovation, customer experience, and technology initiatives). Provides the Board with operations-and-technology-strategy expertise relevant to scaling the Arrive Points network.
Neerav Shah
54
Chief Strategy Officer and Director
2020
Chief Strategy Officer and director since 2020. Previously founded and operated businesses in electromechanical assemblies and infrastructure inspection services; held earlier roles at Sun Microsystems and Kaiser Permanente. Identified in the 10-K's Section 16(b) disclosure (alongside O'Toole) as having engaged in transactions resulting in short-swing profits during FY2025; profits were disgorged on January 16, 2026 — see Section 16(b) short-swing transactions below.
John Ritchison, JD
76
General Counsel and Director
2020
Director and Corporate Counsel / General Counsel since 2020. Registered patent attorney and licensed professional engineer; has maintained a private intellectual-property practice for over 20 years. Prior to legal practice, held engineering and operations leadership roles at Delphi and General Motors. The IP-attorney background is structurally relevant given the patent-license arrangement that anchors the company's operating relationship with its CEO.
Todd Pepmeier
52
Chief Financial Officer
May 2023
CFO since May 2023. Twenty-five+ years of finance and accounting across automotive, healthcare, aerospace, and technology sectors. Previously held senior finance roles at Ascension Health and served as CFO of Agilify, a robotic-process-automation technology company. The FY2025 10-K notes that the company is “implementing corrective actions” tied to ASC 815 derivative-accounting material weaknesses identified during the FY2025 close, including engaging external resources with derivative-accounting expertise — see the financials page restatement callout.
Ages, positions, and tenure are as listed in the FY2025 10-K, Item 10. The “At Arrive since” column is the year each officer first joined per the bio. Once Arrive AI files its first DEF 14A proxy statement, this section will refresh against the proxy, which will become the canonical roster source.
Board of directors
Eight directors as of late April 2026 — the seven listed in the FY2025 10-K plus Michael Fitz, appointed April 10, 2026 effective April 16, 2026 (per the April 14, 2026 Form 8-K). Three directors (Gallina, McAdams, Tucker) are independent under Nasdaq listing rules; the company was a “controlled company” until on or around April 9, 2026 and currently relies on Nasdaq exemptions for the requirement that a majority of the Board be independent and that the compensation and nominating committees be composed entirely of independent directors.
Daniel O'Toole
62
Chairman of the Board, Chief Executive Officer; Founder
2020 (founding)
Combined Chairman + CEO since incorporation. Beneficial owner of more than 10% of common stock per the FY2025 10-K Section 16(b) disclosure. Not independent. The Board explicitly states it “does not have a Lead Independent Director” and that independent directors meet in executive session without management on a periodic basis.
Mark Hamm
60
Chief Operating Officer and Director
2022
Management director (not independent). FedEx / ServiceMaster / AutoZone background. See the executive officer row for the operating-role bio.
Neerav Shah
54
Chief Strategy Officer and Director
2020
Management director (not independent). Sun Microsystems / Kaiser Permanente / electromechanical-and-infrastructure-inspection-business founder background. Identified in the Section 16(b) short-swing-transactions disclosure alongside O'Toole.
John Ritchison, JD
76
General Counsel and Director; Member, Corporate Governance and Nominating Committee
2020
Management director (not independent). Patent-attorney + professional-engineer background; prior Delphi / General Motors. Member of the Corporate Governance and Nominating Committee.
John Gallina
66
Director; Chair, Audit and Finance Committee; Member, Compensation Committee & Corporate Governance and Nominating Committee
2024
Independent director, joined in 2024. Previously Executive Vice President and Chief Financial Officer of Elevance Health (formerly Anthem); held various senior finance and accounting roles over nearly 30 years. Brings public-company financial-reporting and internal-controls expertise. Chair of the Audit and Finance Committee.
Kevin McAdams
68
Director; Chair, Compensation Committee; Member, Audit and Finance Committee & Corporate Governance and Nominating Committee
2022
Independent director, joined in 2022. Previously Vice President of Delivery, Retail and Fleet Operations for the United States Postal Service. Currently founder and CEO of Vertical Mile Consulting. Brings logistics-operations and national-distribution-network expertise relevant to the autonomous-last-mile-delivery thesis. Chair of the Compensation Committee.
Laurie Tucker
69
Director; Chair, Corporate Governance and Nominating Committee; Member, Audit and Finance Committee & Compensation Committee
June 2025
Independent director, joined June 2025. Over 35 years of experience in logistics, technology, and operations. Previously held senior leadership roles at FedEx Corporation. Currently serves on several public and nonprofit boards. Chair of the Corporate Governance and Nominating Committee.
Michael Fitz
—
New, April 2026 · Director
April 2026
Most recent director appointment. Appointed by the Nominating and Governance Committee on April 10, 2026, effective April 16, 2026, per the April 14, 2026 Form 8-K. Compensation arrangements: $40,000 annual cash retainer plus $150,000 in restricted stock units annually (vesting one year from grant, issued quarterly). Bio detail and committee assignments are not yet in a 10-K or DEF 14A; they will populate after the next material filing.
Ages and director-since dates from the FY2025 10-K Item 10. Committee assignments per the FY2025 10-K's Item 10 Corporate Governance subsection. The Board does not currently have a Lead Independent Director. Committee charters are available on Arrive AI's website per the 10-K narrative. Once the first DEF 14A is filed, this section will refresh against the proxy.
Section 16(b) short-swing-profits disclosure (FY2025)
A material governance event surfaced in the FY2025 10-K. Section 16(b) of the Securities Exchange Act requires officers, directors, and 10%+ beneficial owners to disgorge “short-swing” profits realized from purchase-then-sale (or sale-then-purchase) of the company's equity securities within a six-month window. The 10-K describes the FY2025 disclosure as follows.
During the fiscal year ended December 31, 2025, the Company determined that Daniel O'Toole (Director, Officer, and beneficial owner of more than 10% of the Company's common stock) and Neerav Shah (Director and Officer) engaged in transactions in the Company's common stock that may have resulted in short-swing profits under Section 16(b). The 10-K states the transactions were “not undertaken with the intent to realize short-swing profits and were the result of administrative oversight,” and that “some such transactions were not reported timely on Form 4.”
On January 16, 2026, the individuals disgorged to the Company an amount equal to the calculated short-swing profit of approximately $129,701 in accordance with Section 16(b). The Company notes that it does not believe the matter will have a material impact on its financial condition or results of operations.
The 10-K's Internal Controls section adds that “the Company's Insider Trading Policy has been modified to emphasize” the Section 16(b) restrictions in the wake of this disclosure.
Source: FY2025 10-K, Item 9B and Item 9A.
Voting structure & controlled-company status
Arrive AI has a single class of common stock (par value $0.0002). There is no dual-class structure or super-voting provision. The governance feature most worth surfacing is the “controlled company” transition that landed during the FY2025 reporting period.
Through approximately April 9, 2026, Arrive AI was a “controlled company” under Nasdaq listing rules — meaning more than 50% of the voting power was held by an individual or group. The 10-K identifies CEO Daniel O'Toole as a beneficial owner of more than 10% of the common stock; the controlled-company status drew on a broader voting concentration that fell below 50% on or around that April 9 date.
For one year following the loss of controlled-company status (so through approximately April 9, 2027), Arrive AI is permitted to continue relying on Nasdaq exemptions from certain corporate-governance requirements: the requirement that a majority of the Board consist of independent directors, and the requirement that the Compensation and Nominating committees be composed entirely of independent directors. The Company currently relies on these exemptions. The Audit and Finance Committee is composed entirely of independent directors per Nasdaq and SEC rules and is not affected by the exemption.
Source: FY2025 10-K, “Controlled Company Status” (Part I, Item 1) and Item 10 “Director Independence.”
Other related-party transactions
In addition to the patent license described above, the FY2025 10-K's Item 13 discloses two real-estate-leasing related-party transactions with entities owned by CEO Daniel O'Toole. Both were reviewed and approved by the Board with O'Toole abstaining as the interested director.
Sep 30, 2030
= ~$54,366 all-in (3% annual escalator on base)
Oct 5, 2025
The Board did not obtain an independent third-party appraisal or fairness opinion for the headquarters lease but determined the lease terms “fair to the Company and in its best interests” based on comparable market data and customary triple-net terms. Source: FY2025 10-K, Item 13.
Notable departures
None disclosed as of the FY2025 10-K. The current executive officer roster (O'Toole, Hamm, Shah, Ritchison, Pepmeier) and the seven directors listed at year-end 2025 (plus Michael Fitz, added April 2026) represent a stable cohort. New departures, when they happen, will be added here in the same matched-set shape as the Palantir leadership departures table.
Read these primary sources
Most of the page's content is paraphrased from the URLs below. They are the authoritative places to read what Arrive AI has said in its own SEC filings.
Arrive AI SEC filings
No DEF 14A on record yet (the company direct-listed in May 2025; the first proxy is expected in the ordinary course). Until then, the FY2025 10-K is the canonical roster source. The 8-K filed April 14, 2026 disclosed the most recent director appointment (Michael Fitz) and the FY2025 financial-statement restatement disclosure.
# FY2025 10-K — Item 10 (Directors, Officers, Governance), Item 13 (Related Party Transactions)
https://www.sec.gov/Archives/edgar/data/1818274/000149315226016808/form10-k.htm
# April 14, 2026 8-K — Item 4.02 (restatement) + Item 5.02 (Michael Fitz director appointment)
https://www.sec.gov/Archives/edgar/data/1818274/000149315226016556/form8-k.htm
# Arrive AI on EDGAR — full filing history
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001818274
# EDGAR submissions JSON — full filing index for Arrive AI
https://data.sec.gov/submissions/CIK0001818274.jsonArrive AI's own pages
The company's own About / Leadership pages are the canonical place to read company-side framing of the executive team beyond what the SEC requires.
# Arrive AI corporate site
https://www.arriveai.com/
# Investor Relations
https://ir.arrive.ai/Sources: Arrive AI's own SEC filings — specifically the FY2025 10-K filed April 15, 2026 for officers, directors, the patent license, the Section 16(b) disclosure, and the related-party real-estate leases; the April 14, 2026 Form 8-K for the Michael Fitz director appointment; arriveai.com for the company's own framing. Last updated April 2026.
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