Melissa Brown

About Melissa Brown

AeroVironment’s EVP, Chief Legal & Compliance Officer and Corporate Secretary since May 1, 2025; previously SVP, General Counsel, Chief Compliance Officer and Corporate Secretary (from May 2023), Chief Compliance Officer (since May 2021), VP, General Counsel and Corporate Secretary (since December 2016), Corporate Counsel (April 2015–December 2016). Age 48; education: B.S. in Microbiology and Molecular Genetics (UCLA) and J.D. (Arizona State University) . FY2025 company performance used to determine incentive payouts: revenue $820.6m (+14.5% YoY), bookings $1,165.0m (+72.0% YoY), adjusted EBITDA $146.4m (+14.6% YoY) . Say‑on‑pay support was >99% in 2024, and the program retained its pay‑for‑performance design in FY2025 .

Past Roles

External Roles

Fixed Compensation

Notes:

• FY2025 base salary set at $480,511 in the CD&A; Summary Compensation Table shows $476,347 paid; AV increased Brown’s base salary 4.0% for FY2025 .
• AV maintains no employment agreements with executive officers .

Performance Compensation

Annual Incentive (Company plan participated in by Ms. Brown)

Payout outcome for Ms. Brown (cash):

• Non‑equity incentive plan compensation (formulaic bonus): $330,695 (reflects plan results above) .
• Discretionary bonus: 20% of target ($57,663) recognizing individual and company performance; consistent with discretionary awards to peers .

Equity Incentives

Realized outcomes:

• FY2023–FY2025 PRSU cycle paid at 201.1% of target; Ms. Brown received 7,911 shares upon vesting (settled June 24, 2025) .

Program features:

• No stock options granted in FY2025; no outstanding options as of Apr 30, 2025 .

Equity Ownership & Alignment

Employment Terms

• Plan coverage: Executive Severance Plan (Brown is a participant). No individual employment agreement .
• Triggers and multiples:
  • Terminated without cause outside change‑in‑control window: 1.0x salary + 1.0x target bonus; prorated current‑year target bonus; 12 months benefits continuation .
  • Double‑trigger CIC (within 3 months before or 18 months after CIC): 1.5x salary + 1.5x target bonus; prorated current‑year target bonus; 12 months benefits continuation; acceleration of time‑based equity; PRSUs convert to time‑based at greater of target or actual‑to‑date and vest upon qualifying termination within 18 months post‑CIC .
• Potential payments (as of Apr 30, 2025):
  • Without CIC (termination without cause): $1,074,695 total (cash severance $1,057,125; benefits $17,570) .
  • Double‑trigger CIC termination: $2,819,602 total (cash severance $1,441,534; benefits $17,570; accelerated RSAs $480,773; PRSUs $879,725) .
• Clawback policy: Dodd‑Frank compliant recovery policy adopted Oct 2, 2023; requires recoupment of erroneously awarded incentive comp after restatements (no misconduct requirement) .

Multi‑Year Compensation

Track Record and Governance Signals

• Performance context for FY2025 incentives: AV delivered record bookings ($1.165b), record revenue ($820.6m), and higher adjusted EBITDA ($146.4m) versus FY2024, underpinning above‑target cash bonus outcomes and a 201.1% PRSU payout on the FY2023–FY2025 cycle .
• Governance posture: Anti‑hedging/pledging policies, executive stock ownership and post‑vesting retention, no employment agreements, Nasdaq‑compliant clawback policy, and strong say‑on‑pay support (>99%) .

Compensation Structure Analysis

• Cash vs equity mix: FY2025 saw modest salary increase (+4.0%) and steady formula bonus, with equity awards sized under the annual LTI program (65% PRSUs, 35% RSAs), maintaining a performance‑levered mix; no stock options outstanding .
• Metric rigor and outcomes: Corporate bonus metrics weighted 70% to financials (revenue, bookings, adjusted EBITDA) and 30% to strategic objectives; company exceeded revenue/bookings/EBITDA targets and earned partial credit on strategic goals, yielding 114.7% of target pre‑discretion .
• Peer alignment and oversight: Independent consultant (Pay Governance) advises the Compensation Committee; policy prohibits repricing of underwater options and pledging; no tax gross‑ups .

Vesting Schedules and Potential Selling Pressure

• Upcoming RSA vesting dates:
  • 2024 grant (1,150 shares): three equal annual installments on Jul 11, 2025/2026/2027 .
  • 2023 grant (1,317 shares): two equal annual installments on Jul 11, 2025 and Jul 11, 2026 .
• PRSUs vest at the end of each three‑year performance period subject to certified results; FY2025–FY2027 awards will settle post‑FY2027, with CIC double‑trigger protections described above .

Related Party, Legal, and Risk Indicators

• Related party transactions: None reportable involving executives beyond employment arrangements since May 1, 2024 .
• Section 16 compliance: No delinquencies reported for FY2025 .
• Insider departure reporting: As Corporate Secretary, Melissa Brown signed the Aug 28, 2025 Form 8‑K reporting the resignation of an EVP (Brett Hush) effective Sep 5, 2025 .

Investment Implications

• Alignment: Brown exceeds stock ownership guidelines (4.5x salary versus 2x requirement) and is subject to post‑vesting retention and anti‑hedging/pledging rules—supportive of long‑term alignment .
• Retention risk: Double‑trigger CIC severance with equity acceleration and meaningful unvested PRSUs/RSAs provide retention hooks through FY2027; no employment agreement limits flexibility but increases reliance on plan‑based protections .
• Incentive drivers: Annual cash metrics emphasize growth (bookings, revenue) and profitability (adjusted EBITDA), with above‑target FY2025 results; PRSUs tied to multi‑year revenue and adjusted EBITDA sustained a 65% performance weighting in LTI, reinforcing pay‑for‑performance .
• Governance quality: Strong say‑on‑pay support, clawback, and no pledging/hedging indicate low governance risk from an incentives perspective .