Trace Stevenson
AeroVironmentAbout Trace Stevenson
Trace Stevenson (age 49) is President, Autonomous Systems at AeroVironment (AVAV). He was appointed to this role on May 1, 2025, after serving as SVP & GM, UnCrewed Systems, VP & GM Small Unmanned Systems, and Deputy GM UAS since 2015; he has 20 years of defense industry experience and holds a B.S. in Business & Economics from the University of Kansas . AV’s FY2025 operating performance underpinning incentive outcomes included revenue growth to $820.6M (+14.5% YoY), adjusted EBITDA of $146.4M (+14.6% YoY), and record bookings of $1.165B (+72% YoY) . AV’s cumulative TSR measure in the pay-versus-performance table shows $251.44 value of a hypothetical $100 investment for 2025 vs $227.31 for the peer index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AeroVironment | President, Autonomous Systems | May 1, 2025 – present | Leads the company’s Autonomous Systems segment following BlueHalo acquisition/realignment . |
| AeroVironment | SVP & GM, UnCrewed Systems | May 2023 – Apr 2025 | Ran UxS segment; drove bookings/revenue/EBITDA goals used in incentive plans . |
| AeroVironment | VP & GM, Small Unmanned Systems | Feb 2021 – May 2023 | General Manager role across SUAS portfolio . |
| AeroVironment | Deputy GM, UAS; led Emerging Business/HAPS | May 2015 – Feb 2021 | Oversaw HAPS business; execution in growth/innovation initiatives . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HAPSMobile, Inc. (JV between AV and SoftBank) | Board Member | Not disclosed | Governance/oversight of HAPS JV; ties to AV emerging businesses . |
Fixed Compensation (FY2025)
| Metric | FY2025 | Source |
|---|---|---|
| Base Salary (set for FY) | $424,294 | |
| Target Bonus % of Salary | 70% | |
| Target Bonus ($) | $297,006 | |
| Salary Paid (Summary Comp Table) | $404,715 | |
| Actual Performance Bonus (Non-Equity Incentive) | $323,513 | |
| Discretionary Bonus | $0 | |
| Stock Awards (grant date fair value) | $675,620 | |
| All Other Compensation | $21,170 | |
| 401(k) Company Match (included in “All Other”) | $20,360 | |
| Life Insurance Premiums (included in “All Other”) | $810 |
Prior-year snapshot (FY2024): Salary $338,248; Discretionary Bonus $42,429; Non-Equity Incentive $198,144; Stock Awards $453,697; All Other Comp $19,386 .
Performance Compensation
FY2025 Annual Bonus Plan (UxS Segment plan applicable to Stevenson)
| Metric | Target | Actual | % Achievement | Weight | Weighted Payout |
|---|---|---|---|---|---|
| Company Plan (composite of revenue, bookings, adj. EBITDA, strategic objectives) | See “Company Plan” row | See “Company Plan” row | 110.5% | 50.0% | 57.4% |
| UxS Segment Revenue ($M) | 391.4 | 381.8 | 97.5% | 12.5% | 11.6% |
| UxS Segment Bookings ($M) | 420.0 | 398.8 | 94.9% | 10.0% | 8.5% |
| UxS Segment Adjusted EBITDA ($M) | 97.7 | 85.1 | 87.1% | 12.5% | 8.5% |
| UxS Segment Strategic Objectives (weighted) | n/a | n/a | 132.3% | 15.0% | 23.0% |
| Total Payout vs Target | — | — | — | — | 108.9% |
| Sources: UxS segment plan outcomes and total payout . |
Company composite components for context: FY2025 revenue $820.6M (102.5% of target), bookings $1,165.0M (135.2%), adjusted EBITDA $146.4M (101.6%), strategic objectives weighted average 50.0%; total company bonus payout 114.7% of target (for participants in the company plan) .
Long-Term Incentives and Performance Outcomes
| Grant / Cycle | Type | Shares/Units | Grant Date FV ($) | Vesting/Performance |
|---|---|---|---|---|
| Jul 1, 2024 | RSAs | 1,056 | $185,508 | Time-based; 1/3 on Jul 11, 2025, 2026, 2027 . |
| Jul 1, 2024 (FY2025–FY2027) | PRSUs | 1,962 target; 4,905 max | $490,113 | Cumulative 3-year revenue and adj. EBITDA; 50% threshold, 100% target, 250% max; vests after performance certification . |
| Jun 30, 2023 | RSAs | 684 | — | 1/2 vests Jul 11, 2025; 1/2 vests Jul 11, 2026 . |
| Jun 30, 2023 (FY2024–FY2026) | PRSUs | 1,906 target; 4,765 max | — | Cumulative 3-year revenue and adj. EBITDA; vest after FY2026 performance certification . |
| FY2023–FY2025 PRSUs | PRSUs (payout) | 1,702 target; 3,422 issued | — | Cycle paid at 201.1% of target; 3,422 shares issued to Stevenson . |
Note: No stock options outstanding for any NEOs as of Apr 30, 2025; none granted in FY2025 .
Equity Ownership & Alignment
| Holding/Policy | Detail | Source |
|---|---|---|
| Beneficial Ownership | 6,624 shares (as of Aug 7, 2025); less than 1% of outstanding | |
| Unvested Time-Based RSAs (4/30/2025) | 1,056 (grant 7/1/24) and 684 (grant 6/30/23); plus 305 (grant 7/1/22) | |
| Unearned PRSUs Outstanding (targets; max) | 1,962 + 1,906 = 3,868 target; 4,905 + 4,765 = 9,670 max | |
| Post-Vesting Retention | Must hold 50% of net after-tax shares until guideline met | |
| Stock Ownership Guideline (Executives) | 2x base salary; Stevenson at 1.3x; has until June 2028 to comply | |
| Anti-Hedging/Anti-Pledging | Hedging/pledging prohibited; trades pre-cleared | |
| Options Outstanding | None (as of 4/30/2025) |
Vesting calendar likely to influence supply:
- 6/30/23 RSAs: 342 shares vest on Jul 11, 2026 .
- 7/01/24 RSAs: 352 shares vest on Jul 11, 2026; 352 shares vest on Jul 11, 2027 . Retention rules (50% net shares) and 2x-salary ownership guideline reduce net saleable supply .
Employment Terms
| Topic | Key Terms | Source |
|---|---|---|
| Employment agreements | Company states no employment agreements with executive officers | |
| Severance plan (Transaction) | Stevenson participates in Executive Transaction Severance Plan (not the main Executive Severance Plan) | |
| If terminated without cause on/before Nov 18, 2025 | 1.0x base salary; prorated target bonus; 12 months benefits; eligibility to continue vesting of time-based equity for 12 months subject to transition consulting; 12 months outplacement | |
| Change-in-control equity | For NEOs not in Executive Severance Plan (incl. Stevenson): on termination without cause or resignation for good reason within 18 months after a CoC, all restricted stock vests and certain PRSUs accelerate per plan rules (greater of target or pro-rated actual, then time-based until end of period) |
Potential payout illustrations (as of Apr 30, 2025):
- Without cause termination (non-CoC): Cash severance $1,018,306; benefits continuation $38,418; accelerated RSA value $309,858; total $1,366,582 .
- Termination in connection with CoC: Cash severance $1,018,306; benefits continuation $38,418; accelerated RSAs $309,858; accelerated PRSUs $586,079; total $1,952,662 .
Clawback and governance overlays: Dodd-Frank/Nasdaq-compliant clawback adopted Oct 2, 2023; anti-hedging/pledging; no excise tax gross-ups; double-trigger CoC in executive plan; post-vesting 50% net-share retention .
Performance & Track Record
- FY2025 UxS incentive results: composite company plan 110.5% of target, UxS revenue 97.5%, bookings 94.9%, adjusted EBITDA 87.1%, strategic objectives 132.3%, leading to 108.9% payout vs target for Stevenson .
- Company operating momentum: FY2025 revenue $820.6M (+14.5% YoY), adjusted EBITDA $146.4M (+14.6% YoY), bookings $1,165.0M (+72% YoY), supporting above-target bonus outcomes .
- Long-term incentives paid above target: FY2023–FY2025 PRSUs paid at 201.1% (Stevenson: 3,422 shares issued vs 1,702 target) .
Compensation Structure Analysis
- Cash vs equity mix: FY2025 compensation leaned toward equity and pay-for-performance (non-equity incentive $323,513; stock awards $675,620) .
- Shift toward RSUs/PRSUs, not options: no options outstanding; grants are time-based RSAs and PRSUs with 3-year performance cycles .
- Performance metrics: annual cash plans use revenue, bookings, and adjusted EBITDA at company and segment levels; PRSUs use 3-year cumulative revenue and adjusted EBITDA with 50% threshold and up to 250% maximum payout .
- Ownership alignment and retention: 2x-salary ownership guideline; 50% net-share retention; anti-hedging/pledging; PRSUs with multi-year cycles and double-trigger CoC provisions .
- Say-on-Pay support: 99% approval in 2024 indicates strong shareholder backing of executive pay framework .
Related Party, Risk Indicators, and Governance
- Related party transactions: none reportable since May 1, 2024 (other than normal employment arrangements) .
- Risk/red flags: No single-trigger CoC; no repricing; no excise tax gross-ups; clawback in place; anti-hedging/pledging; limited perquisites; strong ownership/retention policies .
- Compensation peer group and processes: Pay Governance advises; peer group updated for FY2025; committee targets market median total target compensation, considering role, tenure, and internal equity .
Investment Implications
- Pay-for-performance is robust: Stevenson’s bonus plan ties materially to revenue, bookings, and adjusted EBITDA; multi-year PRSUs (201.1% payout for FY2023–FY2025) reinforce alignment with sustained growth and profitability .
- Near-term selling pressure likely modest: upcoming RSA vestings (Jul 2026/Jul 2027) total 694 shares in 2026 and 352 shares in 2027 before tax; retention of 50% net shares and a 2x-salary ownership requirement (currently 1.3x) constrain discretionary sales, supporting alignment but implying ongoing net share accumulation needs till June 2028 .
- Retention risk mitigants: Transaction Severance Plan provides 1x salary, pro-rata bonus, 12 months benefits and continued vesting (with consulting), plus double-trigger CoC equity treatment; combined with equity-heavy incentives, this lowers near-term flight risk during integration and growth phases .
- Execution focus: UxS segment slightly underperformed revenue/EBITDA targets in FY2025 but exceeded strategic objectives; continued delivery on segment-level EBITDA and bookings is key to future payouts and value creation under the current incentive design .