Sector: Industrials
AEROVIRONMENT INC · Meeting: September 24, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Nominees to the Board of Directors
Muller has served since 2013 and AVAV's 3-year price return of 97.6% is strong positive; the gap versus the XLI ETF is only +18.8pp, well below the 80pp threshold required to trigger an against vote, and no other policy concerns (overboarding, attendance, independence, or familial relationships) apply.
Lynn joined in June 2026 and has been on the board for fewer than 24 months, so he is exempt from the TSR performance trigger; he brings highly relevant defense industry CEO experience from Leonardo DRS and the U.S. Department of Defense, and no other policy concerns apply.
Davidson joined in June 2023, which is just over 24 months before the filing date; however, AVAV's 3-year price return of 97.6% is strong positive and the gap versus XLI is only +18.8pp, well below the 80pp threshold, so no TSR trigger fires, and no other policy concerns apply.
Long joined in August 2023 and her tenure overlaps with the 3-year measurement period; however, AVAV's 3-year return is strongly positive at 97.6% and the gap versus XLI is only +18.8pp, well below the 80pp threshold, so no TSR trigger fires, and no other policy concerns apply.
Ruppert joined in August 2026 and has been on the board for fewer than 24 months, so he is exempt from the TSR performance trigger; he brings extensive defense-sector CFO and financial expertise relevant to AVAV's size and complexity, and no other policy concerns apply.
All five nominees pass policy screens: AVAV's 3-year price return of 97.6% is strongly positive and trails the XLI ETF by only 18.8pp, far below the 80pp threshold needed to trigger against votes; the two newest directors (Lynn and Ruppert) are within the 24-month exemption window; no overboarding, attendance, independence, or familial-relationship concerns were identified across the slate.
CEO
Wahid Nawabi
Total Comp
$7,405,129
Prior Support
N/A
CEO Wahid Nawabi received total compensation of $7,405,129 for fiscal year 2026; at a $9.7 billion market cap, this level is within a reasonable range for a CEO of a large-cap defense technology company that more than doubled revenue to nearly $2 billion in FY26 and delivered a 3-year price return of 97.6%. The pay structure includes a meaningful performance-based component — approximately 65% of long-term incentive value is in performance stock awards tied to three-year cumulative revenue and adjusted EBITDA targets, satisfying the 50-60% variable pay requirement — and the prior FY2024-FY2026 performance stock awards paid out at 250% of target reflecting genuine outperformance. The company discloses a clawback policy compliant with Nasdaq Rule 5608 and annual bonuses were paid below target (62% of target on the company plan) reflecting actual financial results, which demonstrates that the incentive structure is functioning as intended.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing text provided does not include a fee table with audit and non-audit fee figures, so the non-audit fee ratio trigger cannot be assessed; tenure is not disclosed in the excerpted filing text, so the tenure trigger does not fire per policy; Deloitte & Touche LLP is a Big 4 firm appropriate for a company of AVAV's approximately $9.7 billion market cap, and no restatement concerns are identified, so the default FOR vote applies.
AeroVironment's 2026 annual meeting presents a clean ballot with no significant policy concerns: all five director nominees pass TSR, independence, and overboarding screens against a backdrop of strong 3-year shareholder returns of 97.6%, and the CEO compensation program demonstrates a well-functioning pay-for-performance structure with meaningful performance-based equity and below-target annual bonus payouts reflecting actual results. There are no stockholder proposals on the ballot, and Deloitte & Touche LLP, a Big 4 auditor appropriate for AVAV's size, is proposed for ratification.
