Joseph Votel

About Joseph L. Votel

General Joseph L. Votel (Ret.), age 67, has served as an independent director of AeroVironment since November 2023. He is a retired four‑star U.S. Army general who served as Commanding General of U.S. Central Command and previously as Commander of U.S. Special Operations Command, with 39 years of military experience. He holds a B.S. from the U.S. Military Academy (1980) and master’s degrees from the U.S. Army Command and Staff College (1991) and the Army War College (2001) .

Past Roles

External Roles

Board Governance

• Committee assignments: Member, Compensation Committee; Member, Cybersecurity Committee .
• Committee leadership and activity: Compensation Committee chaired by Charles T. Burbage; other members Edward R. Muller and Joseph Votel; FY2025 meetings held: 7 . Cybersecurity Committee chaired by Cindy K. Lewis; members Philip Davidson, Mary Beth Long, and Joseph Votel; FY2025 meetings held: 9 .
• Independence: Identified as independent director (“*”); all standing committee members (except Executive Committee) meet SEC/Nasdaq independence criteria .
• Attendance: Board held 11 meetings in FY2025; each director attended at least 75% of board and applicable committee meetings .
• Other roles: Not Lead Independent Director (LID is Edward R. Muller) .

Fixed Compensation

Breakdown of FY2025 cash fees:

• Annual Board Retainer: $60,000
• Committee Member Retainer Fees: $7,000 (Compensation Committee member rate)
• Chair/Lead Independent Director Fees: None for Votel .

Program structure and changes:

• Board policy mixes cash and equity; Pay Governance LLC engaged as independent consultant to benchmark director pay. For FY2025, equity grant level was increased to $160,000 to align with peers; Cybersecurity Committee chair/member retainers aligned to Compensation Committee rates; other committee retainers unchanged vs FY2024 .

Performance Compensation

Notes:

• No stock options outstanding for non‑employee directors as of April 30, 2025 .
• Director equity awards are time‑based; no director‑specific performance metrics disclosed (executive PRSUs use multi‑year financial metrics, but these do not apply to directors) .

Other Directorships & Interlocks

Expertise & Qualifications

• Defense leadership: 39 years in U.S. Army; former CENTCOM and SOCOM commander; provides highly relevant defense-sector insight for AVAV’s military-focused unmanned systems and loitering munitions businesses .
• International experience: Deep knowledge of international military customers and global operations .
• Governance: Service as director/advisor across multiple private firms and nonprofits, adding governance perspective .

Equity Ownership

Historical progression:

• As of 4/30/2024, ownership multiple was 3.6x; compliance deadline November 2028 .
• As of 4/30/2025, ownership multiple improved to 5.7x, exceeding guideline .

Governance Assessment

• Committee effectiveness: Active participation on two oversight-intensive committees (Compensation: 7 meetings; Cybersecurity: 9 meetings) suggests meaningful engagement in pay design and cyber risk governance. Compensation Committee retains independent advisors (Pay Governance) and follows independence checks for advisors, supporting robust process .
• Independence & attendance: Designated independent; at least 75% attendance threshold met; all standing committees (excluding Executive) comprised of independent directors, reinforcing governance quality .
• Alignment: Early achievement of stock ownership guideline (5.7x) and strict anti‑hedging/anti‑pledging policies indicate strong alignment with shareholders .
• Compensation mix: Standardized director equity grants ($160,000 FY2025) and transparent cash retainers; year‑over‑year, Votel moved from a higher initial new‑director grant in FY2024 ($169,964) to standard FY2025 levels ($159,860), while adding committee service (+$7,000), reflecting normalized compensation and expanded responsibilities .
• Conflicts/related party: Company discloses no related‑party transactions ≥$120,000 since May 1, 2024; Audit Committee reviews/approves such transactions if any arise, mitigating conflict risk .
• Change‑in‑control treatment: Director award agreements provide single‑trigger acceleration upon completion of a change in control for director equity—this is a potential shareholder-unfriendly feature compared to plan-level “no automatic single‑trigger” language; note the Restated Plan highlights no single‑trigger vesting generally, but director award agreements carve out acceleration .
• Board composition context: Arlington Capital Partners affiliates hold ~24.10% of shares outstanding and nominated two directors in 2025 (Wodlinger, Albers). While this is a board‑level influence consideration, there is no indication of conflicts involving Votel personally; compensation committee interlocks are explicitly absent .

RED FLAGS:

• Single‑trigger acceleration of director equity upon change in control (contrasts with plan‑level best practice; monitor for future modifications or director‑specific carve‑outs) .
• Concentrated ownership by Arlington affiliates (24.10%) may affect board dynamics; continue to monitor independence and related‑party disclosures (no RPTs noted for FY2025) .

Related Program Reference (for context)

• Non‑employee director compensation cap: $500,000 per fiscal year ($700,000 in initial year); exceptions permitted in extraordinary circumstances .
• No stock options outstanding for directors as of 4/30/2025; director equity primarily restricted stock awards .

Notes on Annual Meeting and Election History

• Class III director nominee in 2024; incumbent director with service since November 2023 .
• 2025 proxy lists nominees; Votel appears among “Other Directors,” continuing service and committee roles .