Michael Huerta
About Michael Huerta
Michael P. Huerta (age 68) has served on Joby Aviation’s board since March 2023 and is the Lead Independent Director. He is the former Administrator of the U.S. Federal Aviation Administration (FAA) and holds a B.A. in Political Science (UC Riverside) and an M.A. in Public Affairs with an international relations concentration (Princeton). His deep aviation regulatory expertise and board leadership underpin governance oversight at JOBY .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Aviation Administration (FAA) | Administrator | 2013–2018 | Led U.S. aviation regulator; prior Acting Administrator (2011–2013) and Deputy Administrator (2010–2011) |
| Affiliated Computer Services (now Conduent, Inc.) | Executive Vice President & Group President, Government Transportation | Prior to FAA roles | Government transportation systems leadership |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Delta Air Lines, Inc. | Independent Director | Since 2018 | Audit; Corporate Governance; Chairman, Safety & Security Committee |
| Verra Mobility Corporation | Independent Director | Since May 2021 | Chair, Nominating & Corporate Governance Committee |
Board Governance
- Class I Director (standing for election in 2025) and Lead Independent Director; designated as Delta’s board nominee under the 2022 Umbrella Agreement with Delta Air Lines .
- Independence: Board determined Huerta is independent under NYSE rules (considering Delta arrangements) .
- Committee service: Compensation Committee member; Compensation Committee also engages independent consultant Compensia and reported no interlocks requiring disclosure .
- 2024 meeting cadence and attendance: Board met 4x; Compensation Committee 4x; Huerta attended at least 75% of applicable meetings (all directors met ≥75% except Mr. Ogawa) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board cash retainer | $50,000 | Standard non-employee director annual cash retainer |
| Compensation Committee member retainer | $7,500 | Non-chair member fee |
| Lead Independent Director retainer (added Mar-2025) | $35,000 | Added to program in March 2025 for LID responsibilities |
| Total cash fees earned (2024) | $57,500 | Matches director compensation table for Huerta |
- Director compensation program allows directors to take cash retainers as fully vested RSUs at the same $ value using 20-day VWAP .
Performance Compensation
| Equity Component | Grant/FV | Shares | Vesting | Key Terms |
|---|---|---|---|---|
| Annual RSU grant (2024) | $147,283 | n/a (value-based) | Vests in full at next annual meeting or 1-year anniversary | Annual grant sized at $150,000 divided by 20-day VWAP; Huerta’s 2024 grant fair value $147,283 |
| Outstanding RSU (as of year-end) | n/a | 30,181 | Vests June 6, 2025 | Per director table footnote, same RSU count for all non-employee directors |
| Change-of-control | n/a | n/a | Immediate vest pre-CoC | All director equity vests immediately prior to a change of control |
| Deferral elections | n/a | n/a | n/a | Directors may defer issuance of shares to a fixed date, service end, or CoC |
No director-specific performance metrics apply; director equity grants are service-based. Company-wide clawback policy is adopted (SEC/NYSE-compliant) and applies to incentive compensation; stock ownership guidelines apply to directors (see below) .
Other Directorships & Interlocks
- Delta Air Lines designee on JOBY’s board per the Delta Umbrella Agreement; concurrently serves on Delta’s board and chairs Delta’s Safety & Security Committee. JOBY’s board affirmed Huerta’s independence notwithstanding the Delta arrangement .
- No Compensation Committee interlocks requiring disclosure; independent compensation consultant retained by the committee .
Expertise & Qualifications
- Deep aviation and regulatory leadership from FAA Administrator tenure and prior FAA roles; strong governance experience as Lead Independent Director .
- Additional board experience at Delta and Verra Mobility with committee leadership positions (chair roles), supporting oversight in safety, governance, and risk .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Michael Huerta | 30,346 | <1% | Beneficial ownership table; directors <1% flagged with asterisk |
| Unvested RSUs (director grant) | 30,181 | n/a | Scheduled to vest June 6, 2025 |
- Hedging and pledging of company stock are prohibited under JOBY policy; short sales and derivatives are prohibited .
- Stock ownership guidelines: non-employee directors required to hold shares equal to 5x annual board retainer; phase-in period applies. Individual compliance status not disclosed .
Governance Assessment
-
Positives
- Lead Independent Director with deep FAA regulatory expertise enhances oversight of certification, safety, and regulatory risk; independence affirmed by board .
- Active Compensation Committee member with no interlocks requiring disclosure; use of independent consultant and clawback/ownership policies support governance quality .
- Attendance threshold met; board and committee cadence shows regular oversight (Board 4x; Comp 4x in 2024) .
- Director pay mix balanced toward equity ($147,283 RSUs) aligning incentives; annual cash fees modest ($57,500), with added LID retainer in 2025 recognizing workload .
-
Potential conflicts and monitoring items
- RED FLAG: Dual role as Delta’s board designee while serving on Delta’s board could create perceived conflicts in partner negotiations or strategic alignment; mitigated by independence determination and related-party policies/committee review, but warrants ongoing monitoring of Delta-related decisions .
- Ownership alignment: beneficial ownership is <1%; while director grants and 5x retainer guideline exist, individual guideline compliance not disclosed; monitor future ownership disclosures for alignment .
-
Broader governance signals
- Company say-on-pay support was high in 2024 (~98%), indicating investor confidence in compensation governance; while NEO-focused, it reflects overall pay oversight environment .
Board & Committee Details (for context)
| Body | 2024 Meetings | Notes |
|---|---|---|
| Board of Directors | 4 | Attendance: each director ≥75% except Mr. Ogawa |
| Compensation Committee | 4 | Huerta member; Compensia engaged; no interlocks requiring disclosure |
Director Compensation Summary (2024)
| Item | Amount |
|---|---|
| Fees earned/paid in cash | $57,500 |
| Stock awards (grant-date FV) | $147,283 |
| Total | $204,783 |
Related-Party/Partner Context
- Delta Agreement: provides Delta the right to designate a board nominee (Huerta currently serves as Delta’s designee) .
- Related-party transaction policy: Audit Committee reviews related-person transactions >$120,000; policies designed to minimize conflicts .
Notes on Program Structure
- Non-employee director program: annual cash retainers, optional RSU in lieu of cash, $150,000 annual RSU grant sized by 20-day VWAP; immediate vesting on change-of-control; optional deferral of share issuance .
- Lead Independent Director retainer added March 2025: $35,000, acknowledging incremental responsibilities .