Wahid Nawabi
AeroVironmentAbout Wahid Nawabi
Wahid Nawabi, 56, is Chair, President and CEO of AeroVironment (AVAV). He has served as CEO since May 2016 and as a director since 2016; he holds a B.S. in electrical engineering from the University of Maryland, College Park . Under his leadership, AV achieved record FY2025 results: revenue $820.6M (+14.5% YoY), bookings $1.165B (+72% YoY), and adjusted EBITDA $146.4M (+14.6% YoY), with eight consecutive years of top-line growth; PRSUs for FY2023–FY2025 paid out at 201.1% of target, reflecting multi-year outperformance . Total shareholder return (TSR) measured as value of a fixed $100 investment rose to $251.44 in FY2025 versus peer group $227.31, while revenue increased from $394.9M (FY2021) to $820.6M (FY2025) .
Company performance (oldest → newest):
| Metric | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Revenue ($000s) | $394,912 | $445,732 | $540,536 | $716,720 | $820,627 |
| Net Income ($000s) | $23,345 | $(4,185) | $(176,167) | $59,666 | $43,619 |
| TSR (Value of $100) | $183.16 | $133.29 | $167.09 | $265.17 | $251.44 |
| Peer Group TSR (Value of $100) | $138.64 | $134.09 | $148.86 | $188.64 | $227.31 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AeroVironment (AV) | President & CEO | May 2016–Present | Led to record FY2025 bookings/revenue; multi-year PRSU payout at 201.1% target; eight consecutive years of revenue growth . |
| AeroVironment (AV) | President & COO | Jan 2016–May 2016 | Transitioned to CEO leadership . |
| AeroVironment (AV) | SVP & COO | Apr 2015–Jan 2016 | Oversaw operations; prepared for CEO role . |
| AeroVironment (AV) | SVP & GM, Efficient Energy Systems (EES) | Dec 2011–Apr 2015 | Launched multiple innovative products; revamped product development processes . |
| Altergy Systems | Vice President, Global Sales | Mar 2010–Nov 2011 | Scaled global sales for fuel cell systems . |
| C&D Technologies | Vice President, Americas; VP Global Sales | Feb 2009–Mar 2010 | Expanded business and presence in Latin America . |
| American Power Conversion | Various roles up to VP, Enterprise Segment NA/Canada | 16-year tenure | Helped build data center infrastructure business; expanded across Europe/Asia . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| LiquidStack, Inc. | Chairman of the Board | Current | Next-gen cooling solutions for cloud/semiconductor/IT . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Target Bonus ($) | Non-Equity Incentive Plan Payout ($) | Total Compensation ($) |
|---|---|---|---|---|---|
| 2023 | 750,006 | 100% | 750,006 | 978,475 | 4,904,510 |
| 2024 | 837,992 | 100% | 837,992 | 963,197 | 7,602,053 |
| 2025 | 879,071 | 100% | 880,000 | 1,009,369 | 7,405,129 |
Notes: 2025 CEO base salary set at $880,000 (+6.7% YoY) effective FY2025 review . CEO’s target bonus set at 100% of base salary .
Performance Compensation
Annual Bonus (FY2025 structure and outcome)
Plan design for CEO (Company Annual Cash Bonus Plan): Revenue (25%), Bookings (20%), Adjusted EBITDA (25%), Strategic Objectives (30%) . Outcome: 114.7% of target, before any discretionary amounts (none disclosed for CEO) .
| Metric | Weight | Target | Actual | Achievement | Weighted Payout |
|---|---|---|---|---|---|
| Revenue | 25.0% | $800.3M | $820.6M | 102.5% | 26.3% |
| Bookings | 20.0% | $861.9M | $1,165.0M | 135.2% | 30.0% |
| Adjusted EBITDA | 25.0% | $144.1M | $146.4M | 101.6% | 25.8% |
| Strategic Objectives (15 items) | 30.0% | n/a | n/a | 50.0% (weighted avg) | 32.6% |
| Total Payout vs Target | — | — | — | — | 114.7% |
Key performance improvements disclosed: FY2025 revenue +14.5% YoY; bookings +72.0% YoY; adjusted EBITDA +14.6% YoY .
Long-Term Incentives (June 2024 grants; performance cycle FY2025–FY2027)
- Mix: ~65% PRSUs tied to 3-year cumulative Revenue and Adjusted EBITDA; ~35% time-based Restricted Stock Awards (RSAs) vesting annually over 3 years .
- CEO June 2024 awards: 8,591 RSAs; 15,954 target PRSUs (max 39,885) .
LTI details (CEO):
| Grant Date | Instrument | Quantity | Vesting / Payout Terms |
|---|---|---|---|
| 7/1/2024 | RSAs | 8,591 | 1/3 on 7/11/2025, 7/11/2026, 7/11/2027 |
| 7/1/2024 | PRSUs | 15,954 target; 39,885 max | Payout after FY2025–FY2027 vs 3-yr cumulative Revenue & Adj. EBITDA; 50% threshold, 100% target, 250% max per metric |
Recent PRSU results:
- FY2023–FY2025 PRSUs vested at 201.1% of target; CEO received 39,938 shares .
Pay vs Performance Governance
- Majority of total CEO pay is performance-based; clawback policy compliant with Nasdaq/Dodd-Frank; anti-hedging/anti-pledging; independent consultant (Pay Governance) retained; no employment agreements .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 122,233 shares; <1% of outstanding |
| Stock Ownership Guidelines | CEO required 4x salary; CEO at 19.8x as of 4/30/2025 (price $151.52) |
| Hedging/Pledging | Prohibited for executives; trades pre-cleared |
| Options Outstanding | None outstanding as of 4/30/2025 |
| Unvested RSAs (as of 4/30/2025) | 8,591 from 7/1/2024; 8,281 from 6/30/2023; 3,565 from 7/1/2022 (the 2022 grant vested 7/11/2025) |
| PRSUs Outstanding (Target) | FY2024–FY2026: 23,069 target; FY2025–FY2027: 15,954 target |
| FY2025 Equity Vest/Exercise Activity | Shares acquired on vesting 50,777; option exercises 66,164; realized values $7.95M and $7.31M, respectively (aggregate across FY2025 events) |
Vesting cadence signals: annual RSA tranches on July 11; PRSU settlements at cycle-end (e.g., FY2023–FY2025 settled June 24, 2025), which often coincide with Form 4 reporting and potential tax-withholding share sales by executives .
Employment Terms
- No individual employment agreement; compensation set by Compensation Committee, with independent consultant and annual risk assessment .
- Executive Severance Plan (Amended Dec 3, 2024):
- Termination without cause (no CIC window): CEO 1.5x (salary + target bonus) + prorated bonus + 12 months benefits .
- Double-trigger CIC (within 3 months before or 18 months after CIC): CEO 2.5x (salary + target bonus) + prorated bonus + acceleration of time-based equity + benefits + outplacement .
- Death/Disability: CEO 1.5x (salary + target bonus) + prorated bonus + benefits .
- Estimated CEO payouts (as of 4/30/2025): Non-CIC termination $3.565M; CIC-related termination $14.335M (includes acceleration values) .
- PRSUs under CIC: convert to time-based at greater of target or pro-rata performance; vest upon qualifying termination within 18 months post-CIC .
- Clawback policy for restatements; no excise tax gross-ups; anti-hedging/pledging; stock retention until ownership guidelines met .
Board Governance
- Roles: Combined Chair, President, and CEO; Lead Independent Director (Edward R. Muller) with defined responsibilities; all standing committees chaired by independent directors (Audit, Compensation, NCG, Cybersecurity) .
- Board independence: 9 of 10 directors independent; CEO not independent .
- Committees: CEO chairs Executive Committee; not a member of Audit/Comp/NCG/Cybersecurity .
- Attendance: Board held 11 meetings in FY2025; each director attended ≥75% of meetings/committees served .
- Declassification: Board moving to annual elections by 2027; current nominees in 2025 elected for one-year terms as part of declassification transition .
- Sponsor influence: Arlington Capital Partners has rights to designate two director nominees while holding ≥20% (Messrs. Wodlinger and Albers) .
- Director pay: Management directors (including CEO) do not receive additional board compensation .
Board service and independence implications:
- Dual role mitigated by Lead Independent Director structure, executive sessions of independent directors, and fully independent committees .
Director/Executive Pay Governance, Peer Group, and Say-on-Pay
- Compensation philosophy: majority at-risk; benchmarking toward market median; emphasis on PRSUs; independent consultant (Pay Governance) .
- FY2025 peer group includes AAR, Cadre, Hexcel, Itron, Leonardo DRS, MACOM, Triumph, among others .
- Say-on-Pay: 99% approval in September 2024; program retained with emphasis on performance-based pay .
Performance Compensation – Detailed Metrics Table (FY2025)
| Category | Metric | Weight | Threshold | Target | Maximum | Actual | Payout Mechanics |
|---|---|---|---|---|---|---|---|
| Company | Revenue | 25% | $640.2M | $800.3M | $1,000.4M | $820.6M | Sliding scale; 0% below threshold |
| Company | Bookings | 20% | $689.5M | $861.9M | $1,077.4M | $1,165.0M | Sliding scale |
| Company | Adjusted EBITDA | 25% | $86.4M | $144.1M | $180.1M | $146.4M | Sliding scale |
| Company | Strategic Objectives (15 items) | 30% | Min per objective | Weighted set | Some capped at 100% | 50.0% weighted achievement | Weighted objectives |
Risk Indicators & Red/Green Flags
- Clawback policy; anti-hedging/pledging; no repricing without shareholder approval; no employment agreements; double-trigger CIC; no tax gross-ups (green) .
- Combined Chair/CEO structure (potential governance red flag) mitigated by Lead Independent Director and independent committees .
- Related party transactions: none reportable since May 1, 2024 (green) .
- Ownership alignment strong: 19.8x salary ownership vs 4x guideline; no pledging allowed (green) .
- Sponsor-designated directors (potential influence/entrenchment consideration) .
Equity Ownership & Vesting Schedules (detail)
| Instrument | Outstanding/Status | Key Dates/Terms |
|---|---|---|
| RSAs (7/1/2024) | 8,591 unvested as of 4/30/2025 | Vest 7/11/2025, 7/11/2026, 7/11/2027 |
| RSAs (6/30/2023) | 8,281 unvested as of 4/30/2025 | Remaining vestings 7/11/2025 and 7/11/2026 |
| RSAs (7/1/2022) | 3,565 unvested as of 4/30/2025; vested 7/11/2025 | |
| PRSUs FY2024–FY2026 (Target/Max) | 23,069 / 57,672 | Payout at end of FY2026 vs cumulative Revenue & Adj. EBITDA; CIC double-trigger protection |
| PRSUs FY2025–FY2027 (Target/Max) | 15,954 / 39,885 | Payout at end of FY2027; same metrics and protections |
| PRSUs FY2023–FY2025 (Result) | 39,938 shares to CEO (201.1%) | Certified and settled June 24, 2025 |
Employment & Contracts (other terms)
- Benefits: 401(k) match; standard executive benefits; limited perquisites; post-vesting share retention until guideline met .
- Non-compete/non-solicit: not specifically disclosed in proxy; severance conditioned on release of claims and other plan obligations .
Investment Implications
- Alignment and incentives: Strong pay-for-performance design (65% PRSUs; multi-year financial goals), robust clawback/anti-hedging, and high insider ownership vs guideline suggest high alignment with shareholders .
- Retention and overhang: Significant unvested PRSUs/RSAs create retention hooks; scheduled vest dates (July 11 annually; PRSU settlements) can create predictable 10b5-1/withholding activity windows, but no options outstanding reduces overhang risk .
- Governance: Combined Chair/CEO merits monitoring; mitigated by independent lead director, independent committees, executive sessions, and high board independence (9/10) . Arlington Capital’s board designation rights add sponsor influence considerations .
- Performance track record: FY2025 outperformance (bookings, revenue, adjusted EBITDA) and above-target annual bonus/PRSUs indicate execution momentum; integration and defense budget/program risks remain key (noted in forward-looking risk factors) .
Citations: All data sourced from AVAV 2025 DEF 14A Proxy Statement as cited above.