Aicha Evans
About Aicha Evans
Aicha Evans (age 56) is an independent Class III director of Joby Aviation, serving since December 2020, with her current term expiring at the 2027 annual meeting. She is CEO of Zoox, Inc. (since February 2019), and previously held senior leadership roles at Intel (Corporate Strategy Officer and SVP; Corporate VP, Communication & Devices). She holds a B.S. in computer engineering from The George Washington University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intel Corporation | Corporate Strategy Officer and SVP | Mar 2017–Feb 2019 | Led corporate strategy; prior Corporate VP, Communication & Devices (Feb 2014–Feb 2016) |
| Intel Corporation | Corporate VP, Communication & Devices Group | Feb 2014–Feb 2016 | Product and device leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zoox, Inc. (Amazon subsidiary) | Chief Executive Officer | Feb 2019–present | Autonomous mobility leadership |
| SAP SE | Director | Current | Member of Compensation, Technology & Safety, and People & Organization committees |
Board Governance
- Classification and tenure: Class III director; term expires 2027 annual meeting. Lead Independent Director is Michael Huerta; Executive Chairman is Paul Sciarra.
- Independence: Determined independent under NYSE rules (alongside other independent directors listed).
- Committee assignments: Chair of the Compensation Committee; member of the Audit Committee. Compensation committee members (Evans, Huerta, Wright) are independent; Audit chaired by Laura Wright.
- Compensation committee practices: Uses independent consultant (Compensia); reviewed for conflicts (none found). No interlocks/insider participation; no relationships requiring Item 404 disclosure.
- Board & committee activity: FY2024—Board met 4 times; Audit 8 times; Compensation 4 times; Nominating 4 times. Attendance: each director attended ≥75% of applicable meetings, except Mr. Ogawa.
- Policies: Code of ethics; no hedging/pledging/derivatives in Insider Trading Policy.
Fixed Compensation
| Component | Structure (Program) | Actual for Evans (FY2024) |
|---|---|---|
| Annual Board Retainer (cash) | $50,000; paid quarterly; directors may elect RSUs in lieu of cash | $75,000 fees earned or paid in cash |
| Lead Independent Retainer | $35,000 (added Mar 2025) | N/A (Evans not lead independent) |
| Committee Fees | Audit: Chair $20,000 / Member $10,000; Compensation: Chair $15,000 / Member $7,500; Nominating: Chair $10,000 / Member $5,000 | Included in cash total above |
| Meeting Fees | None disclosed (program is retainer-based) | — |
| Deferred Compensation | Directors may defer equity awards (and elect RSUs for retainers) | Evans elected to defer 2024 equity compensation |
Performance Compensation
| Component | Grant/Value | Vesting/Metrics |
|---|---|---|
| Annual Director RSU Grant | RSUs sized to $150,000 divided by 20-day VWAP; granted post-annual meeting | Vest on earlier of 1-year anniversary or next annual meeting; continued service; immediate vest on CoC |
| FY2024 Stock Awards (Evans) | $147,283 grant date fair value | Standard time-based under director program; not performance-metric based |
| Options outstanding (Evans) | Option to purchase 13,047 shares outstanding as of 12/31/2024 | As granted; schedule not specified for director option; outstanding count disclosed |
Note: Director equity is time-based; no revenue/EBITDA/TSR metrics are tied to director compensation.
Other Directorships & Interlocks
- Current public board: SAP SE (committees: Compensation; Technology & Safety; People & Organization).
- Committee interlocks: None—compensation committee members (including Evans) were not officers/employees; no Item 404 relationships requiring disclosure.
Expertise & Qualifications
- Technology and autonomy credentials (CEO of Zoox; prior Intel strategy/device leadership); public board experience at SAP; Audit committee member at JOBY; Compensation committee chair.
- Education: B.S., Computer Engineering, The George Washington University.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Aicha Evans | 100,494 | <1% | Includes 13,047 shares via options exercisable within 60 days and 62,841 shares with issuance deferred per director program |
| Outstanding Director RSUs | 30,181 RSUs to vest on June 6, 2025 (for each non-employee director) | — | As of 12/31/2024 |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy | — | Prohibits short sales, options/derivatives, hedging/monetization, and pledging/margin purchases |
| Ownership Guidelines | Non-employee directors: 5x annual board retainer; phase-in over 5 years; 50% post-vesting retain until compliant | — | Company-wide guidelines for executives and directors |
Governance Assessment
- Positive signals:
- Independent director; chairs Compensation Committee and sits on Audit—strong governance influence; committee independence affirmed.
- Uses independent compensation consultant with no conflicts; robust clawback policy; prohibitions on hedging/pledging.
- Director compensation balanced with equity; ability to take retainers in RSUs; Evans deferred equity—alignment with long-term shareholder interests.
- Board and committee cadence is active; Evans met the general attendance threshold (≥75%).
- Say-on-Pay support was ~98% in 2024—indirect validation of the compensation framework overseen by her committee.
- Watch items/RED FLAGS:
- Change-of-control feature: director equity awards under the program vest immediately prior to a change of control, which can be viewed as less performance-linked; maintain scrutiny on future program design.
- External time commitments: serving as CEO of Zoox and on SAP board committees may create bandwidth considerations; monitor attendance/engagement over time (no specific deficiency disclosed).
- Conflicts/related-party:
- No Item 404 related-party transactions involving Evans disclosed; compensation committee interlocks absent.
- Insider Trading Policy restricts hedging/pledging—reduces alignment risk.