Bonny Simi
About Bonny Simi
Bonny Simi, age 63, is President of Operations at Joby Aviation (since Feb 2024) after serving as Head of Air Operations and People (since Dec 2020), with a background as an airline captain and innovation executive at JetBlue; she holds degrees from Stanford (B.A. communications; M.S. engineering; M.S. management) and Regis University (M.S. human resources) . Joby emphasizes non-cash, equity-heavy incentives tied to certification and commercialization milestones; the company is not yet generating operating revenues, and net income has been negative (Pay vs Performance net income loss in 2024), while cumulative TSR since the 2021 SPAC stands at 81.06 vs 60.24 for its selected peer group as of 2024 year-end . Her remit includes scaling operations toward commercial launch, including pilot training, safety systems, and operations software approvals; recent milestones under Operations leadership include FAA Part 141 Flight Academy approval and acceptance of Part 5 SMS, and authorization to use the ElevateOS suite for air taxi operations .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JetBlue Technology Ventures (wholly-owned subsidiary of JetBlue Airways Corp.) | President | Jan 2016–Dec 2020 | Built corporate venture program at intersection of technology, travel, hospitality |
| JetBlue Airways | Vice President of Talent; Operational leadership; Captain | Sep 2011–Dec 2020; operational roles since Oct 2003 | Led talent strategy; extensive airline ops leadership and flight experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| United States Olympic & Paralympic Committee | Nominating & Governance Committee member | Since Jan 2021 | Governance oversight for national committee |
| Pebblebrook Hotel Trust (NYSE: PEB) | Director (lead director); audit, compensation, ESG, nominating & governance committees | Since Apr 2019 | Public REIT board leadership and committee service |
| Red Lion Hotel Corp. | Director; compensation, nominating & governance, ESG committees | Apr 2017–May 2020 | Public company board and committee roles |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 398,077 | 419,615 | 480,577 |
| Cash Bonus ($) | — | — | — |
| Relocation/Geographic Differential ($) | 54,000 | 100,000 | 300,000 (includes $200,000 down payment assistance and $100,000 geographic differential) |
| Total Compensation ($) | 802,077 | 1,968,800 | 3,210,279 |
Notes:
- Joby does not pay cash bonuses; short-term incentives are equity-based PSUs .
- 2024 base salary program raised executive salaries modestly; Simi’s annualized base was set to $432,600 effective Jan 6, 2024 (the table reflects actual paid) .
Performance Compensation
PSU Program Outcomes (Company-wide 2024 PSU Program)
| Metric/Goal | Weight (Target) | Actual Achievement | Payout Mechanics | Vesting |
|---|---|---|---|---|
| Certification Goal #1 | 30% | 18% | Earned % of target RSUs based on goal completion | 2024 PSU: 4 installments Jan 14, Feb 10, Mar 4, Apr 7, 2025 |
| Certification Goal #2 | 30% | 15% | Same as above | Same as above |
| Manufacturing Goal #1 | 20% | 0% | Same as above | Same as above |
| Commercialization Goal #1 | 10% | 0% | Same as above | Same as above |
| Commercialization Goal #2 (2 public flight demos) | 10% | 10% | Same as above | Same as above |
| Total | 100% | 43% | PSU target converted from 40% of base into RSUs; earned 0–125% of target; 2024 payout landed at 43% |
Simi’s 2024 Grants and Earned Awards
| Award Type | Target / Grant | Max | Earned / Actual | Vesting |
|---|---|---|---|---|
| Service-Based RSUs (annual) | 166,112 RSUs | n/a | n/a | 16 equal quarterly installments over 4 years from Jan 1, 2024 |
| 2024 PSU (short-term) | 32,093 RSUs target | 40,116 RSUs | 43% achieved; vests fully via four installments in Q1 2025 | |
| LTI Award (three-year PSU-linked) | 166,112 RSUs grant | n/a | 71,428 RSUs earned (43% of grant) | Vests in equal parts on Feb 12, 2025, 2026, 2027 |
Program Design:
- Short-term incentive target set at 40% of base salary, converted to PSUs using 20-day VWAP; payout range 0–125% based on operational, certification, manufacturing, and commercialization goals .
- Equity-heavy pay structure preserves cash; no cash bonuses until commercial certification/launch .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 633,484 shares (includes 19,531 RSUs vesting within 60 days and 410,431 options exercisable within 60 days, as of Mar 31, 2025) |
| Shares Outstanding | 789,293,827 (as of Mar 31, 2025) |
| Ownership % of Outstanding | ~0.08% (633,484 ÷ 789,293,827) |
| Options (Joby) | 738,432 exercisable; 169,732 unexercisable; strike $1.77; expiration 12/18/2030; vesting through Dec 15, 2026 |
| RSUs Outstanding (select lines) | 91,185 RSUs subject to certification conditions vesting by Jun 21, 2026; 13,797 RSUs from 2024 PSU vesting via four installments in Q1 2025; additional service-based RSUs vest quarterly through Jan 1, 2028 |
| 2024 Equity Activity | Options exercised: 236,581 (value realized $1,047,907); RSUs vested: 94,702 (value realized $500,853) |
| Hedging/Pledging | Prohibited for employees and executives; no hedging, pledging, short sales, or derivative transactions allowed |
| Stock Ownership Guidelines | Executives must hold shares equal to 2x base salary; five-year phase-in from later of Dec 15, 2023 or date of hire (for Simi, phase-in runs to Dec 15, 2028); compliance status not disclosed |
Employment Terms
| Term | Detail |
|---|---|
| Employment Start (Joby) | Offer letter Nov 2020; Head of Air Operations & People since Dec 2020; President of Operations since Feb 2024 |
| Initial Compensation | Base salary $350,000; stock option to purchase 1,512,522 shares vesting over six years |
| Relocation Assistance | Approved July 2022: Down Payment Assistance $200,000 with three-year pro-rata clawback for voluntary resignation/for-cause termination; Geographic Differential Compensation $100,000 annually; terms and continuation per guidelines |
| Severance | No contractual severance payments/benefits; consistent with company policy |
| Change-of-Control | No “single-trigger” vesting in executive agreements; under 2021 Plan, if awards are not assumed/substituted, vesting fully accelerates; if assumed, double-trigger acceleration upon qualifying termination within 3 months before to 12 months after change-of-control |
| Clawback | SEC/NYSE-compliant clawback policy effective Oct 2, 2023; applies to current/former executive officers; covers erroneously awarded incentive-based compensation |
| Tax Gross-Ups | No Section 4999 excise tax gross-ups |
| Insider Trading Policy | Prohibits short sales, puts/calls, derivative transactions, hedging/monetization, margin purchases, and pledges |
Performance & Track Record
- Operational milestones: FAA Part 141 Flight Academy approval and acceptance into FAA Part 5 voluntary SMS for air operations under Joby’s Part 135, progressing operational readiness for commercialization . Maintenance training with U.S. Air Force under AFWERX program completed, supporting MRO capability development . ElevateOS software authorized by FAA for Joby’s Part 135 operations, enabling high-tempo on-demand service (matching engine, pilot/rider apps); public “Pre-Flight Checklist” presentation led by Simi and Allison .
- Financial/stock performance: Company does not tie executive pay to GAAP financial metrics due to lack of operating revenue; Pay vs Performance shows cumulative TSR of 81.06 for Joby vs 60.24 peer group in 2024 and continued net losses; no Company-Selected Measure disclosed .
Compensation Peer Group & Say-on-Pay
- Peer group used for 2024 decisions included AeroVironment, Archer Aviation, Aurora Innovation, Bloom Energy, ChargePoint, Enovix, Eve Holding, First Solar, Fisker, LanzaTech, Lucid, Luminar, Lyft, Nikola, Novanta, Plug Power, QuantumScape, Rocket Lab USA, Sunrun, Viasat; target market cap range 0.25–4.0x Joby’s ~$4.3B (Oct 2023) .
- Say-on-Pay approval: Approximately 98% support at 2024 annual meeting; compensation design largely unchanged thereafter .
Compensation Structure Analysis
- Equity-heavy pay-for-performance: No cash bonuses; short-term incentives paid in PSUs tied to certification/commercial/production milestones; LTI awards mirror PSU outcomes, anchoring retention with three-year vest .
- Guaranteed vs at-risk: Meaningful base salary plus geographic differential, but majority of total direct compensation is equity and contingent on execution; relocation assistance features clawback .
- Change-of-control protections favor alignment: No cash severance; acceleration only if awards not assumed or upon double-trigger, limiting windfalls without true change in employment status .
- Clawback and ownership guidelines reinforce discipline; hedging/pledging prohibited, reducing misalignment risk .
Equity Activity Trend (Vesting/Exercise Indicators)
| Metric | 2023 | 2024 |
|---|---|---|
| Options Exercised (shares) | 113,246 | 236,581 |
| Value Realized on Exercise ($) | 447,322 | 1,047,907 |
| RSUs Vested (shares) | 50,864 | 94,702 |
| Value Realized on RSU Vest ($) | 188,061 | 500,853 |
Implication: Elevated vesting cadence (quarterly service-based RSUs; Q1 PSU vest blocks; multi-year LTI PSU-linked awards) and sizable exercisable options may create episodic selling pressure around scheduled vest dates/exercises, subject to blackout windows and personal planning .
Investment Implications
- Alignment: Simi’s incentives are tightly linked to certification and commercialization milestones via PSU and LTI structures; prohibitions on hedging/pledging and clawback policy strengthen alignment with long-term shareholder outcomes .
- Retention risk: No severance and performance-contingent equity reduce guaranteed value; nonetheless, substantial unvested RSUs/LTI tranches and large option position (through 2026–2030) support retention, with added geographic differential/relocation support .
- Trading signals: Option exercises and RSU vesting in 2023–2024 suggest ongoing liquidity events; monitor Q1 PSU vest blocks and quarterly RSU schedules for supply effects; certification-linked RSUs vesting by mid-2026 create a milestone-aligned overhang .
- Execution focus: Recent FAA approvals (Part 141, Part 5 SMS) and ElevateOS authorization materially advance operational readiness, supporting the pathway to revenue generation; pay programs will continue to reflect milestone attainment, with underperformance (e.g., 43% PSU payout) signaling disciplined calibration rather than discretionary overpay .