Trip Ferguson
AeroVironmentAbout Trip Ferguson
William James “Trip” Ferguson, III (age 45) served as President, Space, Cyber & Directed Energy (SCDE) at AeroVironment beginning May 1, 2025, after joining via the BlueHalo acquisition; he stepped down effective October 24, 2025 and is assisting with transition . He previously served as COO at BlueHalo (Sep 2022–May 2025) and COO at Dynetics (Nov 2018–Sep 2022), and is a U.S. Marine Corps veteran (Captain) with a B.S. in Economics from the U.S. Naval Academy and an MBA from the University of Alabama in Huntsville . During FY2025 (pre-appointment), AV delivered record revenue, bookings, and higher adjusted EBITDA; in Q1 FY2026 (during his tenure), SCDE segment revenue was $169.4M within record company quarterly revenue and backlog .
Company performance context:
- FY2025 vs FY2024: Revenue $820.6M vs $716.7M (+14.5% YoY); Annual bookings $1,165.0M vs $677.5M (+72% YoY); Adjusted EBITDA $146.4M vs $127.8M (+14.6% YoY) .
- Q1 FY2026: Revenue $454.7M (+140% YoY); SCDE revenue $169.4M; funded backlog $1.1B; bookings $399.0M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BlueHalo | Chief Operating Officer | Sep 2022 – May 2025 | Oversaw program management and performance across business sectors; led product/manufacturing growth in national security portfolios . |
| Dynetics, Inc. | Chief Operating Officer | Nov 2018 – Sep 2022 | Led operations at applied science/IT contractor serving U.S. Government; mission-critical program execution . |
| Various (defense, medical, energy, firearms, non-profit) | Operational leadership roles | Prior to 2018 | Cross-industry operational leadership roles (defense focus highlighted) . |
| United States Marine Corps | Commissioned Officer (Captain) | Prior service | Three overseas tours; leadership credentials . |
External Roles
- None disclosed in the 2025 DEF 14A or subsequent 8-Ks/press releases regarding external board seats or committee roles for Ferguson .
Fixed Compensation
| Component | FY2025 (Proxy coverage) | Notes |
|---|---|---|
| Base salary | Not disclosed for Trip Ferguson | Trip was not a Named Executive Officer (NEO) in FY2025; proxy tables cover NEOs only . |
| Target bonus % | Not disclosed for Trip Ferguson | Company’s FY2025 annual bonus program used bookings, revenue, adjusted EBITDA and strategic objectives (see Performance Compensation) . |
| Actual bonus paid | Not disclosed for Trip Ferguson | NEO payouts were above target for FY2025; no Trip-specific disclosure . |
Performance Compensation
Structure and metrics (company-wide design; executive-specific details for Trip are not disclosed):
| Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Bookings (Consolidated and segment-level) | Not disclosed for Trip | Not disclosed | FY2025 annual bookings $1,165.0M (+72% YoY) | NEOs: above target payout; Trip-specific payout not disclosed | Annual cash bonus; segment metrics used for certain leaders . |
| Revenue (Consolidated and segment-level) | Not disclosed for Trip | Not disclosed | FY2025 revenue $820.6M (+14.5% YoY) | NEOs: above target payout; Trip-specific payout not disclosed | Annual cash bonus . |
| Adjusted EBITDA (Consolidated and segment-level) | Not disclosed for Trip | Not disclosed | FY2025 Adjusted EBITDA $146.4M (+14.6% YoY) | NEOs: above target payout; Trip-specific payout not disclosed | Annual cash bonus . |
| Strategic objectives (e.g., key wins, new customers, product milestones, FCF/CapEx, ERP phase II) | Not disclosed for Trip | Not disclosed | Not disclosed | NEOs: above target payout; Trip-specific payout not disclosed | Annual cash bonus . |
| PRSUs (3-yr performance shares) | Company design ~65% of LTI value for NEOs | Financial metrics over 3 years | Certified at end of 3-year period | 50%–250% of target depending on achievement | Double-trigger CoC treatment; convert to time-based at CoC; accelerate if terminated without cause/for good reason within 18 months . |
| Time-based Restricted Stock | Company design ~35% of LTI value for NEOs | n/a | 3-year, equal annual vesting | n/a | Accelerates on qualifying termination around CoC per plan . |
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| William James (“Trip”) Ferguson, III | 47,853 | <1% | As of August 7, 2025, out of 49,932,233 shares outstanding . |
Alignment policies and constraints:
- Executive stock ownership guidelines: CEO 4x salary; other executive officers 2x salary; assessed annually; post-vesting retention: hold 50% of net after-tax shares until guideline met . Trip-specific compliance status not disclosed.
- Anti-hedging/anti-pledging: Executives may not hedge, short, or pledge company stock; all trades must be pre-cleared .
- Clawback: Nasdaq-compliant policy to recover incentive-based pay after accounting restatements, regardless of misconduct; additional forfeiture under 2021 Equity Incentive Plan for competitive/misconduct scenarios .
- Share pool capacity: 2021 Equity Incentive Plan amended to add 1,200,000 shares, effective Sept 25, 2025 (stockholder-approved), supporting ongoing equity-based incentives .
Employment Terms
- Role and tenure: President, SCDE effective May 1, 2025; stepped down effective October 24, 2025; remains for transition; Mary Clum appointed successor effective Oct 24, 2025 .
- Employment agreement: The company states it has no employment agreements with executive officers as a general practice .
- Severance coverage:
- Executive Severance Plan participants are CEO, CFO, and Chief Legal & Compliance Officer; double-trigger benefits (cash multiples, prorated bonus, accelerated time-based equity, benefits continuation, outplacement) if terminated without cause/for good reason within specified CoC windows; single-trigger severance not offered .
- Transaction Severance Plan applies to President, Autonomous Systems and EVP, Loitering Munitions (on or prior to Nov 18, 2025); SCDE leadership (Trip) is not listed among Transaction Plan participants in the proxy .
- Change-in-control mechanics for equity awards: unassumed awards accelerate; PRSUs convert to time-based at CoC based on target or actual-to-date, then accelerate on qualifying termination (double trigger) .
- Non-compete/non-solicit/garden leave: Not disclosed for Trip in the proxy/8-Ks .
Company Performance During Tenure (Q1 FY2026)
| Metric | Q1 FY2026 |
|---|---|
| Company Revenue ($M) | 454.7 |
| AxS Segment Revenue ($M) | 285.3 |
| SCDE Segment Revenue ($M) | 169.4 |
| Funded Backlog ($B) | 1.1 |
| Bookings ($M) | 399.0 |
Note: BlueHalo closed May 1, 2025; BlueHalo contributed materially to Q1 revenue and mix; GAAP margins were diluted by purchase accounting and amortization; non-GAAP Adjusted EBITDA was $56.6M and non-GAAP EPS $0.32 in Q1 FY2026 .
Governance, Say‑on‑Pay, and Shareholder Signals
- Say‑on‑Pay (2025): For 35,477,680; Against 904,805; Abstain 423,297; broker non‑votes 3,315,598, indicating strong support for the program design .
- Equity plan amendment (2025): Stockholders approved adding 1.2M shares to the 2021 Equity Incentive Plan .
- Related‑party transactions: None reportable for executives/directors beyond standard employment arrangements since May 1, 2024 .
Investment Implications
- Alignment and selling pressure: Ferguson held 47,853 shares (<1%); anti‑hedging/anti‑pledging and post‑vesting retention rules limit hedging/pledging and support alignment; lack of disclosed option overhang reduces near‑term forced selling pressure signals for him specifically .
- Pay for performance and retention: Company-wide annual incentive metrics (bookings, revenue, adjusted EBITDA, strategic objectives) and a PRSU‑heavy LTI mix (with 3‑year metrics and double‑trigger CoC) tie leadership rewards to growth and profitability; this design encourages retention but Trip‑specific compensation outcomes are not disclosed .
- Transition risk: Trip’s step‑down as SCDE President less than six months after appointment presents leadership transition risk; however, the successor (Mary Clum) is a BlueHalo senior leader and was already leading SCDE mission systems, which may mitigate execution risk during integration and scaling of space/directed energy portfolios .
- Severance economics: Trip is not listed among Executive Severance Plan participants and the Transaction Severance Plan covers different roles; absence of disclosed bespoke protections suggests lower “golden parachute” inflation risk specific to him, though standard plan and equity terms still apply at the company level .
Key watch items: upcoming proxy cycles for FY2026 (to see Trip’s actual compensation while in role), any Form 4 insider transactions (selling pressure), SCDE backlog conversion pace, and leadership continuity post-transition. All current conclusions are based on filed proxy/8‑K data; Trip‑specific pay and contracts beyond these disclosures are not available in current filings.