JOBY AVIATION INC CLASS A (JOBY)
Sector: Industrials
2026 Annual Meeting Analysis
JOBY AVIATION INC CLASS A · Meeting: June 2, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class II Directors
Director since August 2021 (under 5 years); JOBY's 3-year price return of +124.3% outperforms the peer group median 3-year return of -13.7% by +138.0 percentage points, well above the 65pp trigger threshold for strong positive TSR, so no TSR underperformance flag applies; she serves on the Audit Committee with a law background and has relevant legal and technology experience, and all attendance requirements are met.
Director since November 2016; JOBY's 3-year price return of +124.3% beats the peer group median of -13.7% by +138.0 percentage points, far exceeding the 65pp trigger threshold for strong positive TSR, so no underperformance flag fires; he serves as Executive Chairman with deep early-stage investor and entrepreneurial experience, and the proxy confirms 100% board meeting attendance in 2025.
Director since August 2021; JOBY's strong outperformance of the peer group (+138.0pp vs. -13.7% median, well above the 65pp threshold) means the TSR trigger does not apply; she chairs the Audit Committee, is a certified public accountant and former CFO of Southwest Airlines satisfying the financial expertise requirement, and full attendance is confirmed.
All three Class II director nominees pass the policy screens. JOBY's 3-year price return of +124.3% outperforms its 18-company compensation peer group median of -13.7% by +138.0 percentage points, which is well above the 65-percentage-point threshold required to trigger a negative vote under the strong-positive-TSR band. No overboarding, attendance, independence, or qualification concerns were identified for any of the three nominees.
Say on Pay
✓ FORCEO
JoeBen Bevirt
Total Comp
$3,706,622
Prior Support
97%%
The CEO's total reported compensation of $3,706,622 is reasonable for the role at an $8.8 billion market cap industrial company, with the vast majority delivered as equity awards tied to specific operational and certification milestones rather than guaranteed cash, reflecting a strong pay-for-performance structure. The company does not pay cash bonuses; instead, short-term incentive awards are performance stock units that require the achievement of measurable certification, manufacturing, and commercialization goals — and payouts in 2025 reflected actual achievement (91% of target for H1, 38% for H2) rather than automatic vesting, which is exactly the kind of rigorous performance linkage the policy favors. The prior year Say-on-Pay vote received approximately 97% support, a meaningful signal of broad shareholder endorsement, and the company maintains a clawback policy compliant with SEC and NYSE rules, stock ownership guidelines, and prohibits hedging and pledging.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
0 yrs
Audit Fees
$3,276,484
Non-Audit Fees
$1,895
PwC is a newly appointed Big 4 auditor (engaged March 2, 2026 to replace Deloitte), so tenure concerns do not apply; non-audit fees paid to the prior auditor Deloitte were only $1,895 against $3,276,484 in audit fees — a ratio of essentially zero — well below the 50% threshold that would raise independence concerns; no material restatements were disclosed; and PwC is fully appropriate in scale and expertise for a company of JOBY's size and complexity.
Overall Assessment
The 2026 JOBY Aviation annual meeting presents three standard proposals — director elections, auditor ratification, and Say-on-Pay — all of which pass the policy screens and receive a FOR determination. JOBY's stock has significantly outperformed its compensation peer group over three years (+138 percentage points above the peer median), the newly appointed Big 4 auditor PwC has no tenure or fee-ratio concerns, and the executive pay program is heavily weighted toward equity awards with real, measurable performance conditions tied to the company's certification milestones.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing