Independent
Tenure on this board
4.8 yrs
3 nominees · 3 ballot items.
Elect three Class II directors; ratify PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026; and cast a non-binding advisory vote to approve the compensation of the Company’s named executive officers (Say-on-Pay).
Elect three Class II directors — Paul Sciarra, Halimah DeLaine Prado and Laura Wright — each to serve a three-year term expiring at the 2029 annual meeting.
Ratify the appointment of PricewaterhouseCoopers LLP as Joby’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related disclosure.
This proposal asks holders to cast a non-binding advisory vote to approve the Company’s disclosed executive compensation for its named executive officers. Management seeks investor endorsement to validate its pay programs, which emphasize equity over cash to conserve liquidity while aligning executive incentives with long‑term certification and commercialization milestones. The proxy statement discloses that a substantial portion of pay is performance‑based (PSUs and LTI awards tied to certification, manufacturing and commercialization goals) and service‑based RSUs for retention and new hires; the Company also highlights clawback, stock ownership guidelines, and no single‑trigger change‑in‑control severance as governance features. Because the vote is advisory, the Board cannot change compensation directly via this vote, but it will consider the outcome when setting future pay and has historically used stockholder feedback (noting prior strong support). The Company frames the program as balancing cash preservation with incentivizing achievement of technically complex, multi‑year certification objectives; this context is material because many payouts are tied to confidential operational milestones. Investors should weigh that most payouts are equity and performance‑contingent, that certain PSU goals were partially achieved (H1’25 and H2’25 results disclosed), and that the Compensation Committee retains discretion over program design and adjustments. The Board’s recommendation is rooted in aligning executive interests with long‑term shareholder value creation while preserving cash in a capital‑intensive pre‑revenue phase; dissenting shareholders might focus on whether disclosed performance outcomes and the quantum of long‑term awards appropriately reflect realized progress and risk. The advisory nature, coupled with detailed disclosure of both achieved and unmet PSU goals, makes this a governance signal for investors assessing pay‑for‑performance alignment and the Company’s certification timeline execution.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | TOYOTA MOTOR CORP/ | 12.46% | 122,573,621 | $1.0B |
| 2 | BAILLIE GIFFORD CO | 3.07% | 30,179,365 | $249M |
| 3 | Capricorn Investment Group LLC | 2.89% | 28,470,647 | $245M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.64% | 26,016,083 | $215M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.64% | 25,992,624 | $215M |
| 6 | BAILLIE GIFFORD CO | 2.22% | 21,797,351 | $180M |
| 7 | BlackRock, Inc. | 2.20% | 21,640,564 | $179M |
| 8 | BlackRock, Inc. | 1.84% | 18,112,419 | $150M |
| 9 | DELTA AIR LINES, INC. | 1.48% | 14,590,713 | $121M |
| 10 | STATE STREET CORP | 1.34% | 13,143,737 | $109M |
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