📜 What This Document Is

This document is a Definitive Proxy Statement (DEF 14A). Think of it as a detailed guidebook for Joby Aviation's Annual Meeting of Stockholders. 🧭 Its main job is not to report sales or profits (that's the job of a 10-K filing), but rather to tell existing shareholders exactly what votes they need to cast.

👉 This statement is designed to help you make informed decisions on company governance, including who runs the company (the Board of Directors) and who pays the executives.

• Annual Meeting Details: The 2026 Annual Meeting of Stockholders will be held on June 2, 2026, and will be completely virtual, accessible via live audio webcast.
• The Record Date: Only stockholders of record at the close of business on April 7, 2026, are entitled to vote at this Annual Meeting.

🏢 What The Company Does

Joby Aviation, Inc. is a company focused on revolutionizing transportation through electric Vertical Takeoff and Landing (eVTOL) aircraft. 🚁 In simple terms, they are building the next generation of air taxis, aiming to provide urban air mobility.

👉 While the filing focuses on governance, it paints a picture of a high-stakes, capital-intensive aerospace company whose future depends heavily on its board structure and regulatory compliance.

• Key Players: The company has major corporate partners, including Toyota Motor Corporation (which holds a significant stake) and Delta Air Lines, Inc.
• Scale: Joby is actively engaged in complex board governance, indicating it is a company of substantial current and future financial importance.

🧑‍⚖️ Board Governance and Structure

This section explains the internal "rules of the road"—how the company is governed. Understanding this is crucial because the board’s committees and structure dictate management oversight and risk handling. 🏛️

• Board Structure: The board is divided into three classes with staggered, three-year terms. Directors are elected by class, ensuring stability and continuous representation.
  • Class II Directors: Paul Sciarra, Halimah DeLaine Prado, and Laura Wright are the nominees for election at the upcoming Annual Meeting.
• Governance Philosophy: The board emphasizes separating the Executive Chairman (Paul Sciarra) and the Chief Executive Officer (JoeBen Bevirt). They believe this separation "enhances its independent oversight of management and the Company’s strategic planning."
• Committee Roles: The board has three standing committees that manage risk and strategy, ensuring checks and balances are maintained:
  • Audit Committee: Composed of Aicha Evans, Halimah DeLaine Prado, and Laura Wright. They are responsible for monitoring the financial reporting process and overseeing the external accounting firm.
  • Compensation Committee: Composed of Aicha Evans, Michael Huerta, and Laura Wright. They review and make recommendations regarding the compensation for the CEO and other named executive officers.
  • Nominating and Corporate Governance Committee: Composed of Halimah DeLaine Prado, Dipender Saluja, and Michael Thompson. Their job is to identify qualified candidates and recommend nominees for the board.

📈 Beneficial Ownership of Securities

This massive table shows exactly who owns Joby’s stock as of March 31, 2026. 📊 This is a detailed snapshot of the company’s major investors and insiders, revealing who has the most financial power.

👉 The ownership structure shows significant institutional and corporate support, with the top holders including The Joby Trust and entities affiliated with Toyota Motor Corporation.

• Top Shareholders:
  • Entities affiliated with Toyota Motor Corporation: Hold 128,454,401 shares, representing 13.10% of the company. This large stake underscores Toyota's deep involvement and confidence in Joby.
  • The Joby Trust: Holds 92,154,657 shares, accounting for 9.40% of the outstanding common stock.
  • Baillie Gifford & Co: Holds 62,419,803 shares, giving them 6.37% ownership.
• Insiders: The directors and executive officers as a group collectively own 199,594,837 shares, representing 20.35% of the outstanding stock.

🏆 Proposal One: Election of Directors

This proposal asks shareholders to vote for three new Class II directors. 🗳️ Since the current board is structured in classes, only one class is up for election at any given time.

• The Nominees: The board recommends electing the following three individuals, each for a three-year term expiring in 2029:
  1. Halimah DeLaine Prado: Serving since August 2021, she brings experience as General Counsel of Google, LLC.
  2. Paul Sciarra: Serving since November 2016, he is the Executive Chairman and brings deep entrepreneurial product knowledge (co-founded Pinterest).
  3. Laura Wright: Serving since August 2021, her background includes financial expertise and senior roles at Southwest Airlines.
• Board Recommendation: The Board of Directors recommends voting “FOR” the election of all three nominees.

🔍 Proposal Two: Ratification of Independent Accounting Firm

Joby must choose and approve its independent public accounting firm for the next fiscal year. 📄 This vote is highly important because the auditor’s opinion validates the company’s financial statements.

• The Change: The company formally approved the dismissal of Deloitte & Touche LLP ("Deloitte") on March 2, 2026.

• New Auditor: The Audit Committee appointed PricewaterhouseCoopers LLP (“PwC”) as the new independent registered public accounting firm for the fiscal year ending December 31, 2026.

• Action Required: Shareholders are asked to vote on ratifying PwC’s appointment. The board notes that while this vote is not required, they value shareholder input.

• Audit Fees Comparison: The filing provided the total fees billed by Deloitte for 2025 and 2024, showing the scale of the required accounting work.

  • Total fees for 2025: $3,278,379.
  • Total fees for 2024: $2,342,672.

💸 Proposal Three: Say-on-Pay Vote

The “Say-on-Pay” vote is an advisory vote, which means the vote does not legally determine the outcome. 💰 However, it is a critical way for shareholders to tell management and the board whether they feel the compensation structure is appropriate.

• Purpose: Shareholders vote on the compensation of the Company’s named executive officers (NEOs) as detailed in the proxy statement.
• Board Recommendation: The board recommends voting “FOR” approval of the compensation.
• Governance Note: The Compensation Committee has robust responsibilities, including reviewing and approving compensation plans and making recommendations for the CEO and other executive officers.
• Compensation Programs: The board has several formalized compensation programs and fee structures (details omitted for brevity), showing a highly structured approach to retaining talent.

💼 Executive Leadership and Management

These sections introduce the team running the company day-to-day. 🧑‍💼 These leaders are responsible for executing the strategy and navigating the complex challenges of the eVTOL industry.

• Chief Executive Officer: JoeBen Bevirt (Founder, CEO, Chief Architect) has a strong background in robotics and electric propulsion.
• Key Officers:
  • Rodrigo Brumana (CFO): Joined in May 2025. He previously held CFO roles at Poshmark and Amazon Private Brands.
  • Eric Allison (CPO): Has extensive experience in the mobility sector, having previously led the creation of the business of urban air mobility at Uber Technologies, Inc.
  • Bonny Simi (President of Operations): Brings a background in technology and travel from JetBlue Airways Corp.

📢 Key Dates and Communications

This is the most important section for shareholders. It tells you when and how to act. 🗓️

• Action Due Date: The proxy materials were mailed on or about April 21, 2026.
• Record Date: Stockholders must be recorded as beneficial owners at the close of business on April 7, 2026, to be eligible to vote.
• Voting Window: Voting facilities (online and by phone) are available until 11:59 p.m. Eastern Time, on June 1, 2026.
• Online Access: Shareholders can access all proxy materials and vote online at www.proxyvote.com.

🧠 The Analogy

Voting on a proxy statement is like being a homeowner voting on a critical condo board election. 🏘️ You don't manage the plumbing or the landscaping yourself, but the board (the company's directors) does. The proxy statement gives you the opportunity to review the candidates, check the committee's financial records, and decide if the proposed management plan is in your best interest, even if you don't attend the physical meeting.

🧩 Final Takeaway

This proxy statement details Joby's governance structure, inviting shareholders to vote on key leadership appointments and approving its new auditors (PwC). The overwhelming focus is on maintaining high corporate standards and reinforcing the governance necessary for a company in a highly regulated and capital-intensive sector.