Dipender Saluja
About Dipender Saluja
Dipender Saluja (age 60) is an independent Class I director at Joby Aviation, serving since November 2016 after leading Joby’s Series A financing; he is Managing Director at Capricorn Investment Group (since 2006) and previously held roles at Cadence Design Systems (1990–2006) . He is currently a member of Joby’s Nominating & Corporate Governance Committee and is deemed independent under NYSE rules . Attendance met governance expectations in 2024 (≥75% of board/committee meetings; only Mr. Ogawa fell short) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cadence Design Systems | Various positions | 1990–2006 | Technology/electronics operating experience |
| Joby Aviation | Director | Nov 2016–present | Led Series A financing; governance oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capricorn Investment Group | Managing Director | 2006–present | Investment strategy and leadership |
| QuantumScape | Director | n/a | Energy/battery domain expertise |
| Navitas Semiconductor | Director | n/a | Semiconductor domain expertise |
| Various private companies | Director | n/a | Technology, transportation, cleantech exposure |
Board Governance
- Committee memberships: Nominating & Corporate Governance (member; chair is Halimah DeLaine Prado) .
- Chair roles: None disclosed .
- Independence: Determined independent under NYSE standards .
- Attendance: Met ≥75% threshold across board and committee meetings in 2024 (audit: 8 mtgs; comp: 4; nom/gov: 4; board: 4) .
- Lead Independent Director: Michael Huerta, who presides over executive sessions and facilitates independent oversight .
- ESG oversight: Nominating & Governance oversees ESG policies .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Cash fees | $55,000 |
| Stock awards (grant-date fair value) | $150,407 |
| Total | $205,407 |
| Notes | Cash retainer election taken in RSUs (fully vested) |
| Non-Employee Director Program Elements | Amount |
|---|---|
| Board annual cash retainer | $50,000 |
| Lead Independent Director retainer | $35,000 (added March 2025) |
| Committee member retainers (Audit / Comp / Nominating & Governance) | $10,000 / $7,500 / $5,000 |
| Committee chair retainers (Audit / Comp / Nominating & Governance) | $20,000 / $15,000 / $10,000 |
| Annual RSU grant (post-AGM; vests by next AGM or 1-year) | $150,000, sized by 20-day VWAP |
| Current Director Equity Grant (as of 12/31/2024) | Shares / Vesting |
|---|---|
| Outstanding RSUs per non-employee director | 30,181 RSUs vesting June 6, 2025 |
Performance Compensation
- No director-specific performance metrics are used; director equity is time-based RSUs per the Non-Employee Director Compensation Program .
- Hedging/pledging prohibited for directors; no options granted to directors in 2024; RSUs are primary vehicle .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| QuantumScape | Director | None disclosed with Joby; informational network value |
| Navitas Semiconductor | Director | None disclosed with Joby; semiconductor expertise |
| Capricorn Investment Group | Managing Director | Entities affiliated with Capricorn are 5% holders in Joby (see Equity Ownership) |
Expertise & Qualifications
- Operational, management, strategy, investment and directorship experience spanning technology, electronics, semiconductors, transportation, renewable energy, cleantech; board-ready qualifications .
- Committee work focused on governance and ESG oversight .
Equity Ownership
| Holder | Shares | % Ownership | Notes |
|---|---|---|---|
| Dipender Saluja (including affiliated entities) | 40,472,309 | 5.1% | 109,486 shares directly; 9,598,884 (Capricorn-Libra), 28,686,247 (Technology Impact Fund L.P.), 2,075,460 (Technology Impact Growth Fund L.P.); includes 2,232 RSUs to vest within 60 days of 3/31/2025; disclaimer of beneficial ownership except pecuniary interest |
| Outstanding RSUs (non-employee director grant) | 30,181 | n/a | Vests June 6, 2025 (time-based) |
| Ownership guidelines (directors) | 5x annual board retainer | n/a | Company-wide guideline; per-director compliance not disclosed |
| Hedging/pledging | Prohibited | n/a | Insider Trading Policy prohibits hedging/derivatives and pledging |
Governance Assessment
- Alignment: Elected to take cash retainer in fully vested RSUs, signaling equity alignment; annual RSU grant sized at $150k with vest by next AGM .
- Independence & Attendance: Independent director with acceptable attendance (≥75%); engaged in governance/ESG oversight via committee role .
- Ownership & Potential Conflicts: Entities affiliated with Capricorn hold 5.1% of Joby; Saluja is MD and manager of certain general partners; he disclaims beneficial ownership beyond pecuniary interest. No related-party transactions with Capricorn were disclosed for 2024; related-party review resides with the Audit Committee per policy .
- Risk Controls: Hedging/pledging ban, director stock ownership guidelines, and clawback policy (for executives) support investor alignment and reduce governance risk; 2024 say-on-pay passed with ~98% approval, indicating broad investor support for compensation governance .
RED FLAGS
- Significant beneficial ownership via Capricorn affiliates (5.1%) combined with Saluja’s role at Capricorn is a potential conflict vector; continued disclosure and Audit Committee oversight of any transactions is important. No specific related-party transactions with Capricorn were disclosed in 2024 .
Signals to monitor
- Any future transactions involving Capricorn-managed entities; changes in director compensation mix or RSU deferrals; committee composition changes affecting governance/ESG oversight .