Kate DeHoff
About Kate DeHoff
Kate DeHoff, age 47 as of April 1, 2025, is General Counsel and Corporate Secretary of Joby Aviation, responsible for legal, ethics, and compliance since January 2021 . Education: B.A. in psychology (NYU) and J.D. (UC Hastings) . Company performance context during her tenure: Joby’s TSR values in the pay-versus-performance table were 72.78 (2021), 33.40 (2022), 66.30 (2023), and 81.06 (2024), while net income remained negative across the period, including $(608,034) in 2024 . Her compensation is heavily equity-weighted with performance RSUs tied to certification, manufacturing, and commercialization goals, aligning pay with operational execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Uber Elevate, Inc. (Uber Technologies subsidiary) | Legal Director | Jan 2020–Jan 2021 | Legal leadership for urban air mobility initiative (eVTOL ridesharing) |
| ICON Aircraft, Inc. | General Counsel & Corporate Secretary | Mar 2017–Jan 2020 | Built legal and compliance infrastructure across CA, FL, MX operations |
| CoorsTek, Inc. | Associate GC → VP Legal Affairs | Sep 2008–Mar 2017 | Supported international manufacturing legal affairs |
| Simpson Thacher & Bartlett LLP | Associate | Prior to 2008 | Commercial and corporate legal training at global law firm |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external board or committee roles disclosed for DeHoff |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 398,077 | 419,615 | 432,116 |
| Approved Annual Base (committee schedule) ($) | — | 420,000 | 432,600 |
| Cash Bonus ($) | — | — | — |
- Executive compensation is designed to preserve cash; Joby does not pay cash bonuses to NEOs, favoring equity and performance-based RSUs .
- Target amounts for 2024 performance RSUs were set by converting 40% of base salary into RSU targets using a 20-day VWAP .
Performance Compensation
2024 PSU Program — Company Goals and Outcomes
| Metric | Weight | Target | Actual Achievement |
|---|---|---|---|
| Certification Goal #1 | 30% | 30% | 18% |
| Certification Goal #2 | 30% | 30% | 15% |
| Manufacturing Goal #1 | 20% | 20% | 0% |
| Commercialization Goal #1 | 10% | 10% | 0% |
| Commercialization Goal #2 (2 public flight demos) | 10% | 10% | 10% |
| Total | 100% | 100% | 43% |
2024 DeHoff Award Sizing, Payout, and Vesting
| Award Type | Grant Date | Target Units | Max Units | Earned/Payout Units | Vesting Schedule |
|---|---|---|---|---|---|
| PSU Program (short-term) | 2/12/2024 | 28,744 | 35,930 | 12,356 (43% of target) | |
| LTI Award (performance-based RSUs) | 2/12/2024 | 132,890 | n/a | 57,142 (43% earned) | |
| Service-Based RSUs | 2/12/2024 | 132,890 | n/a | Service-based; not performance-contingent |
- Vesting details: PSUs vested in four equal tranches on Jan 14, Feb 10, Mar 4, and Apr 7, 2025, subject to service ; LTI earned units vest in three equal annual installments on each of Feb 12, 2025/2026/2027 ; Service-based RSUs vest quarterly over four years on quarterly anniversaries of Jan 1, 2024 .
- Additional performance programs: 2023 PSU tranches vested Jan–Apr 2024 ; the company adopted H1/H2 2025 performance RSU programs with scheduled vesting in early 2026 (company-wide design, not NEO-specific detail) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (3/31/2025) | 248,240 shares; <1% of outstanding |
| Shares outstanding (3/31/2025) | 789,293,827 shares |
| Ownership % (approx.) | ~0.031% (248,240 / 789,293,827) |
| RSUs vesting within 60 days (3/31/2025) | 45,964 RSUs |
| Stock Ownership Guidelines | Executives: 2x base salary; 5-year phase-in; retain 50% of shares if below guideline post phase-in |
| Hedging/Pledging | Prohibited for employees/officers/directors (short sales; options/derivatives; margin; pledging) |
DeHoff Outstanding Equity at 12/31/2024
| Award Description | Units | Vesting Details | Market Value Basis |
|---|---|---|---|
| RSUs with certification condition (long-term) | 83,586 (1) | Vest on 6/21/2026 if performance met; service required | Market value illustrated at $8.13/share |
| 2024 PSU earned (short-term) | 12,356 (2) | Vested Jan–Apr 2025; service required | |
| 2024 LTI earned | 57,141 (3) | Vests Feb 12, 2025/2026/2027; service required | |
| Service-based RSUs (2019–2028 schedules) | 57,466 (4) | Equal quarterly through 7/1/2027 | |
| Service-based RSUs (2024 grant) | 107,974 (5) | Equal quarterly through 1/1/2028 | |
| Service-based RSUs (2023 grant) | 66,401 (7) | Equal quarterly through 1/1/2026 | |
| Service-based RSUs (2022 grant) | 144,583 (6) | Equal quarterly through 1/12/2027 |
- No stock options are listed for DeHoff in the 2024 year-end outstanding awards table (options appear only for Bonny Simi) .
Employment Terms
- Start date/role: General Counsel and Corporate Secretary since January 2021; initial offer letter (Dec 2020) set base salary of $350,000 and provided time-based options replaced by a 385,522 RSU new hire grant vesting over six years (granted Jan 2021) .
- Severance: None of the NEOs have contractual severance; no cash severance upon termination .
- Change-of-control: Under the 2021 Plan, if equity is not assumed/substituted in a change-of-control, vesting fully accelerates; if awards are assumed, full acceleration occurs upon a qualifying termination from 3 months prior to up to 12 months post change-of-control (double-trigger on assumed awards) .
- Clawback: SEC/NYSE-compliant clawback policy adopted Oct 2, 2023; applies to current/former executive officers; covers erroneously awarded incentive compensation, including PSU/RSU awards .
- Tax gross-ups: No Section 4999 excise tax gross-ups; no Section 409A gross-ups; 162(m)/409A considerations disclosed .
- Insider trading policy: Prohibits hedging/derivatives, short sales, margin purchases, and pledging; policy filed with 10-K .
- 10b5-1/trading plans: Q3 2025 Item 5 disclosed a Rule 10b5-1 plan for another executive (Papadopoulos); no DeHoff plan disclosure identified .
Change-of-Control Intrinsic Value (Acceleration) at 12/31/2024
| Executive | Value of Accelerated Unvested Equity ($) |
|---|---|
| Kate DeHoff | 3,129,432 |
Investment Implications
- Pay-for-performance alignment: DeHoff’s 2024 equity was split among service RSUs, short-term PSUs, and long-term performance RSUs; payout was 43% of target based on certification/commercialization achievements, reinforcing discipline and alignment with operational milestones .
- Retention risk: Significant unvested RSU balances—spanning through 2026–2028—support retention; no guaranteed severance reduces near-term departure windfall risk, but double-trigger acceleration on assumed awards can mitigate job-loss risk in a change-of-control .
- Insider selling pressure: 2024 PSUs vested Jan–Apr 2025; LTI tranches vest annually Feb 2025–2027; service-based awards vest quarterly—RSU settlements typically trigger tax withholding and could generate periodic selling flow; October 2025 equity offering imposed lock-up agreements on “certain officers and directors,” potentially dampening near-term sale activity around the offering window .
- Ownership and pledging: Beneficial ownership is modest (~0.031%); strict prohibitions against hedging/pledging enhance alignment and reduce red-flag risk .
- Governance and shareholder support: Say‑on‑pay received ~98% approval in 2024, indicating strong investor support for the compensation framework; peer group positioning below median suggests restraint in equity budgets despite high-eVTOL execution demands .