JOBY AVIATION INC CLASS A (JOBY)

Sector: Industrials

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2026 Annual Meeting Analysis

JOBY AVIATION INC CLASS A · Meeting: June 2, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

3

Directors AGAINST

0

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Three Class II Directors

3 FOR
✓ FOR
Halimah DeLaine Prado

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.

✓ FOR
Paul Sciarra

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.

✓ FOR
Laura Wright

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

✓ FOR

CEO

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

✓ FOR

Auditor

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.

Filing date: April 21, 2026·Policy v1.2·high confidence

Compensation Peer Group

18 companies disclosed in 2026 proxy filing

AVAVAeroVironment
ACHRArcher Aviation
AURAurora Innovation
BEBloom Energy
CHPTChargePoint Holdings
ENVXEnovix
EVEXEve Holding
FSLRFirst Solar
LCIDLucid Group
LAZRLuminar Technologies
LYFTLyft
NKLANikola
NOVTNovanta
PLUGPlug Power
QSQuantumScape
RKLBRocket Lab USA
RUNSunrun
VSATViasat