Joby Aviation (JOBY) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 6, 2025, and will be held virtually, allowing shareholders to vote and ask questions online.

• Shareholders will vote on six key proposals, including director elections, auditor ratification, executive compensation, and amendments to the Certificate of Incorporation.

• The board recommends voting in favor of all proposals, emphasizing alignment with corporate governance best practices and strategic objectives.

Voting matters and shareholder proposals

• Election of three Class I directors for three-year terms expiring in 2028.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2025.

• Advisory vote on executive compensation (Say-on-Pay).

• Amendment to increase authorized common stock from 1.4 billion to 2.8 billion shares.

• Amendment to revise provisions related to U.S. air carrier ownership compliance.

• Amendment to limit liability of certain officers as permitted by Delaware law.

Board of directors and corporate governance

• Board is divided into three classes with staggered terms; current nominees include Michael Huerta, Tetsuo Ogawa, and Dipender Saluja.

• Board leadership structure separates Executive Chairman and CEO roles for enhanced oversight.

• Committees include audit, compensation, and nominating/governance, all with independent members.

• Board and committees met regularly in 2024, with high attendance except for one director.

• Board encourages diversity of experience and skills but has no formal diversity policy.