Independent
Tenure on this board
13.7 yrs
5 nominees · 3 ballot items.
Stockholders will elect five directors, ratify Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2027, and vote on a non-binding advisory resolution approving named executive officer compensation.
Elect Edward R. Muller, William J. Lynn, III, Philip S. Davidson, Mary Beth Long and Michael D. Ruppert as directors, each for a one-year term ending at the 2027 annual meeting.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending April 30, 2027.
Approve, on a non-binding advisory basis, the compensation of the company’s Named Executive Officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
Proposal 3 asks stockholders to approve, on a non-binding advisory basis, the compensation paid and payable to AeroVironment’s Named Executive Officers as described throughout the proxy statement. The resolution covers the overall compensation philosophy, policies and practices rather than any single compensation item. Management emphasizes that the program is intended to attract, retain and motivate executives while linking a majority of potential compensation to company and financial performance. The program includes base salary, annual cash incentives, performance-based restricted stock units, time-based restricted stock awards and employee benefits. Fiscal 2026 incentive metrics included revenue, orders, adjusted EBITDA and cash conversion or segment free cash flow, with payouts below target for several executives because performance fell short of selected targets, particularly cash conversion. The company also highlights governance safeguards including clawback provisions, stock ownership and retention guidelines, anti-hedging and anti-pledging policies, independent compensation consulting, annual risk assessment and double-trigger change-in-control protections. The filing notes that stockholders approved the prior year’s say-on-pay proposal with more than 97% of votes cast, which influenced the decision to generally retain the existing compensation approach. The vote is advisory and therefore does not bind the company or board, but the Compensation Committee and board state that they will consider the result in future compensation decisions. The board unanimously recommends voting FOR because it believes the compensation program aligns executive incentives with long-term stockholder value and supports the company’s business objectives.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 4.31% | 2,192,680 | $362M |
| 2 | BlackRock, Inc. | 4.20% | 2,133,414 | $352M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.24% | 1,646,011 | $272M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.05% | 1,548,605 | $256M |
| 5 | BlackRock, Inc. | 2.00% | 1,018,419 | $168M |
| 6 | Heard Capital LLC | 1.78% | 903,975 | $149M |
| 7 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 1.67% | 848,599 | $140M |
| 8 | Invesco Ltd. | 1.30% | 662,858 | $109M |
| 9 | ARK Investment Management LLC | 1.20% | 607,502 | $100M |
| 10 | VAN ECK ASSOCIATES CORP | 1.18% | 598,199 | $99M |
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