JoeBen Bevirt
About JoeBen Bevirt
Founder, Chief Executive Officer, Chief Architect, and director of Joby Aviation; age 51; director since 2009. Mechanical engineering B.S. (UC Davis) and M.S. (Stanford). Prior ventures include co-founding Velocity11 (acquired by Agilent) and founding Joby Inc. (consumer products, Gorillapod). Under his leadership, Joby remains pre-revenue; pay-versus-performance disclosure shows cumulative TSR of $81.06 for a $100 investment by 2024 and net income (loss) of (608,034) for 2024; the company is not yet generating operating revenues. Governance mitigants include a separate Executive Chairman (Paul Sciarra) and a Lead Independent Director (Michael Huerta).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Velocity11 | Co-founder | 1999 (co-founded) | Developed high-performance robotic lab systems; later acquired by Agilent Technologies, demonstrating engineering and commercialization track record. |
| Joby Inc. | Founder | 2005 (founded) | Built consumer products brand (Gorillapod), showing product-market fit and design-to-manufacture execution. |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No external public company board roles disclosed for Mr. Bevirt. |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| CEO Base Salary ($) | 592,308 | 619,616 | 638,269 |
| Annualized Base Salary Set by Comp Committee ($) | — | 620,000 | 639,000 |
| Cash Bonus Paid | — | — | — |
| 401(k) Match ($) | 4,000 | 4,000 | 4,000 |
Notes:
- Company policy is to preserve cash until certification and launch; no cash bonuses are paid.
- Modest base salary increases reflect market data and cash preservation priorities.
Performance Compensation
| Element | Grant / Framework | Metric & Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 PSU Program (PSUs) | Feb 2024 grant (CEO target 42,458 RSUs; max 53,072) | Certification Goal #1 (30%) | Not disclosed (confidential) | 18% | 60% of goal | 4 equal installments on Jan 14, 2025; Feb 10, 2025; Mar 4, 2025; Apr 7, 2025, subject to service |
| 2024 PSU Program (PSUs) | Feb 2024 grant | Certification Goal #2 (30%) | Not disclosed (confidential) | 15% | 50% of goal | Same as above |
| 2024 PSU Program (PSUs) | Feb 2024 grant | Manufacturing Goal #1 (20%) | Not disclosed (confidential) | —% | 0% of goal | Same as above |
| 2024 PSU Program (PSUs) | Feb 2024 grant | Commercialization Goal #1 (10%) | Not disclosed (confidential) | —% | 0% of goal | Same as above |
| 2024 PSU Program (PSUs) | Feb 2024 grant | Commercialization Goal #2 (10%) – 2 public flight demonstrations | 2 demos | Achieved | 100% of goal | Same as above |
| Overall 2024 PSU Outcome | Target-to-max structure | Total (100%) | — | 43% of target | 43% of target earned | See vesting dates above |
| LTI Award (Performance-linked RSUs) | Feb 12, 2024 grant; CEO 207,641 RSUs (earned % = PSU outcome) | Earned at PSU % (43.0%) | 207,641 RSUs | 89,285 earned | 43.0% earned | Vests 1/3 on each of Feb 12, 2025; Feb 12, 2026; Feb 12, 2027, subject to service |
| Service-based RSUs | Feb 2024 grant; CEO 207,641 RSUs | Time-based | — | — | — | 16 equal quarterly installments starting Jan 1, 2024 anniversaries, subject to service |
| 2024 PSU and LTI Values (CEO) | Grants on 1/4/2024 and 2/12/2024 | — | — | — | — | Grant-date fair values: RSU $1,310,215; PSU(LTI) $1,367,864; PSU(2024) $279,698; PSU(2023 vesting in 2024) $106,044 |
Additional features:
- Short-term incentive (PSU) target set at 40% of base salary for CEO (converted into RSUs via 20-day VWAP).
- 2025 PSU program split into 1H and planned 2H goals to drive focus and cadence (no increase in target amounts generally).
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (as of 3/31/2025) | 94,446,005 shares (12.0% of outstanding) held across personal, Joby Trust, 2020 Descendants Trust, 2022 GRAT, and spouse/related trust; includes 67,341 RSUs vesting within 60 days. |
| Stock Ownership Guidelines | CEO must hold shares equal to 5x base salary; 5-year phase-in from the later of Dec 15, 2023 or hire date. |
| Hedging/Pledging | Prohibited (no short sales, options/derivatives, hedging/monetization, margin purchases or pledges). |
| Scheduled Vesting (near-term supply) | 2024 PSU tranches vested on Jan 14, 2025; Feb 10, 2025; Mar 4, 2025; Apr 7, 2025; LTI vests 1/3 on Feb 12, 2025/2026/2027; service RSUs vest quarterly through 2028. Tax-withholding sell-to-cover can create incremental float. |
| Unvested Awards at 12/31/2024 (CEO) | 303,951 (performance-vesting by 6/21/2026 related to certification); 18,256 (2024 PSU – quarterly tranches in early 2025); 89,285 (LTI – 2025–2027); 168,709 (service RSUs to 1/1/2028); 249,004 (service RSUs to 1/1/2026). |
| Change-in-Control (CIC) | If awards not assumed/substituted, vesting fully accelerates; if assumed, double-trigger (qualifying termination within window) fully accelerates. No cash severance. |
| Registration Rights | Certain stockholders from the merger have shelf/underwritten and piggyback rights; company pays related expenses. |
Employment Terms
- No employment agreement or offer letter for Mr. Bevirt.
- No guaranteed severance; equity vests per plan (see CIC above).
- Clawback policy (SEC/NYSE compliant) adopted Oct 2, 2023; applies to current/former executive officers; broad discretion on recovery method.
- No single-trigger acceleration; no 280G/4999 tax gross-ups.
- Limited perquisites; one instance of spouse travel at no incremental cost; standard benefits and 401(k) match up to $4,000.
Board Governance and Service
- Role: Founder-CEO and Class III director (term expires at the 2027 Annual Meeting). Not listed on board committees.
- Board leadership: Separate Executive Chairman (Paul Sciarra); Lead Independent Director (Michael Huerta). Mitigates CEO-Chair concentration risk.
- Independence: Six directors deemed independent under NYSE rules.
- Committees: Audit (Chair Laura Wright), Compensation (Chair Aicha Evans), Nominating & Governance (Chair Halimah DeLaine Prado).
- Meetings/attendance: Board met 4x in 2024; committees met 4–8x; all directors attended ≥75% except Mr. Ogawa.
- Say-on-pay: ~98% approval at 2024 Annual Meeting.
Performance & Track Record
| Measure | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Cumulative TSR – $100 Initial Investment | 72.78 | 33.40 | 66.30 | 81.06 |
| Peer Group TSR (eVTOL SPAC cohort) | 69.08 | 31.78 | 46.32 | 60.24 |
| Net Income (Loss) | (180,324) | (258,043) | (513,050) | (608,034) |
Selected operational milestones embedded in incentives:
- Achieved 2 public flight demonstrations in 2024 (Commercialization Goal #2).
- Several certification/manufacturing targets remained below target by year-end; 2025 program split to drive interim results.
Leadership transitions:
- CFO Matthew Field resigned effective Dec 13, 2024; CEO served as acting Principal Financial Officer during transition.
Compensation Structure Analysis
- Cash vs equity mix: Heavily equity-weighted; no cash bonus; aligns with cash preservation pre-certification.
- Short-term incentive design: PSUs with operational goals; 2024 target set at 40% of base salary; payout 43% of target reflecting partial progress.
- Long-term incentives: Additional LTI RSUs earned at same PSU percentage, vesting over 3 years to aid retention.
- Market positioning: 2024 target total direct compensation designed below median of peer market while preserving retention value.
- Governance guardrails: Independent Compensation Committee; independent consultant (Compensia) with no conflicts; clawback; ownership guidelines; no single-trigger; no gross-ups; anti-hedging/pledging.
Related Party Transactions
- Joby Trust (affiliated with Mr. Bevirt) owns entities (North Coast, LLC; North Coast Farms, LLC; North Coast Remediation, LLC) that provide office space rent and related services to Joby; payments totaled $0.6 million in 2024 and $0.6 million in 2023; no amounts outstanding at year end. Oversight under related party transaction policy and Audit Committee.
Director Compensation (Board Service by CEO)
- Non-employee director pay program does not apply to the CEO; director retainers and RSUs are for non-employee directors; CEO compensation disclosed in executive tables.
Equity Ownership & Ownership Guidelines (Detail Table)
| Metric | Amount |
|---|---|
| Beneficially Owned Shares (3/31/2025) | 94,446,005 (12.0% of outstanding) |
| Components | Personal 795,945; Joby Trust 60,828,414; 2020 Descendants Trust 32,325,793; 2022 GRAT 83,666; spouse 189,109; spouse trust 155,737; plus 67,341 RSUs vesting within 60 days. |
| CEO Ownership Guideline | 5x base salary; 5-year phase-in window. |
| Hedging/Pledging | Prohibited by Insider Trading Policy. |
Employment Terms (Detail)
- Employment Agreement: None for Mr. Bevirt.
- Termination/CIC: Equity acceleration if not assumed in CIC; otherwise double-trigger on qualifying termination; no cash severance.
- Clawback: Adopted Oct 2, 2023; recoups erroneously awarded incentive compensation after restatements.
Investment Implications
- Strong founder alignment: ~12% ownership with strict anti-hedging/pledging and 5x ownership guideline create long-duration alignment; scheduled 2025–2027 vesting primarily in RSUs may drive periodic sell-to-cover flow but supports retention.
- Pay-for-progress: PSUs tied to certification/manufacturing/commercialization create clear operational scorecard; 43% payout in 2024 signals accountability and balanced risk-sharing with shareholders.
- Governance mitigants to dual role: Separate Executive Chairman and Lead Independent Director structure offsets founder-CEO influence concentration.
- Limited severance obligations: No CEO employment agreement or cash severance; CIC treatment limited to equity acceleration per plan, reducing change-of-control liability overhang.
- Related-party leases: Modest magnitude ($0.6m) but recurring; continue to monitor for expansion or terms changes given trust affiliation.
- Execution watch items: CFO turnover in late 2024 and below-target manufacturing/certification milestones underscore execution risk; 2025 split PSU program should provide more frequent progress markers.