Michael Thompson
About Michael Thompson
Michael Thompson (age 48) is a Class III independent director at Joby Aviation, appointed in June 2024, with his term expiring at the 2027 annual meeting. He is co‑founder and Managing Partner of Reinvent Capital (since 2017) and previously served as CEO and director of Reinvent Technology Partners (RTP) from 2020 to 2021; he has invested in and served as an advisor/board member for technology companies including Oklo, Inc. He holds a BBA in International Finance from the Honors Program at the University of Georgia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reinvent Capital | Co‑founder & Managing Partner | 2017–present | Sponsor affiliation that secured board nomination rights for RTP’s nominee; Joby’s Sponsor Agreement provides for nomination of Michael Thompson as a Class III director following the first term of Class III directors . |
| Reinvent Technology Partners (RTP) | CEO & Director | 2020–2021 | Led SPAC that merged with Joby; sponsor retains significant equity and warrants in Joby via Reinvent Sponsor LLC . |
| BHR Capital | Founder & Managing Partner | Not disclosed | Hedge fund leadership experience. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oklo, Inc. | Advisor/Board Member | Not disclosed | Technology and energy expertise; specific committee roles not disclosed. |
| Other technology companies | Advisor/Board Member | Not disclosed | Multiple tech-company board/advisory roles; details not disclosed. |
Board Governance
- Class/Term: Class III; term expires at the 2027 annual meeting .
- Independence: Determined independent under NYSE rules .
- Committee memberships: Nominating & Corporate Governance Committee member (chair: Halimah DeLaine Prado) .
- Chair roles: None disclosed .
- Board leadership: Executive Chairman is Paul Sciarra; Lead Independent Director is Michael Huerta .
- Attendance: In 2024, each director attended at least 75% of board and applicable committee meetings except Mr. Ogawa (Thompson met ≥75%) .
- Meeting cadence (FY2024): Board met 4x; Nominating & Corporate Governance met 4x; Audit met 8x; Compensation met 4x .
Fixed Compensation
| Component | 2024 Amounts | Notes |
|---|---|---|
| Board cash fees paid (Michael Thompson) | $29,698 | Prorated; Thompson replaced Reid Hoffman as RTP nominee effective June 14, 2024 . |
| Stock awards (grant-date fair value) | $147,283 | Annual RSU grant sized by $150,000 divided by 20‑day VWAP; time‑based vesting . |
| Standard board retainer (program) | $50,000 per year | Paid quarterly; directors can elect RSUs in lieu of cash . |
| Lead Independent Director retainer (program) | $35,000 per year | Added March 2025 . |
| Committee fees (program) | Audit Chair $20,000; Audit Member $10,000; Compensation Chair $15,000; Compensation Member $7,500; N&CG Chair $10,000; N&CG Member $5,000 | Thompson is N&CG Member (eligible $5,000, prorated) . |
Performance Compensation
| Item | Detail |
|---|---|
| Director equity structure | Annual RSU grant immediately after the annual meeting, sized at $150,000 ÷ 20‑day VWAP; vests in full on the earlier of first anniversary or next annual meeting, subject to continued service . |
| 2024 outstanding RSUs | Each non‑employee director had 30,181 RSUs outstanding as of 12/31/2024 that vest on June 6, 2025 . |
| Change‑of‑control treatment | Any equity award under the non‑employee director program immediately vests prior to a change of control . |
| Performance metrics tied to director pay | None disclosed; director compensation is retainer + time‑based RSUs (no performance conditions) . |
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Conflict Consideration |
|---|---|---|
| Reinvent Sponsor LLC | Shared control with Thompson; holds 17,130,000 JOBY common shares and 11,533,333 JOBY common shares underlying private placement warrants . | Material equity and warrant position by SPAC sponsor affiliated with Thompson; he is RTP’s nominee under the Sponsor Agreement . |
| Oklo, Inc. | Board/advisory role | No disclosed commercial relationship with Joby; not an air mobility competitor; conflict not indicated in related-party section –. |
Expertise & Qualifications
- Capital markets and technology investing; SPAC execution experience (RTP) .
- Board/advisory roles across tech including energy tech (Oklo) .
- Education: BBA, International Finance, University of Georgia Honors Program .
Equity Ownership
| Holder/Type | Shares | % Ownership | Notes |
|---|---|---|---|
| Michael Thompson total beneficial | 29,565,565 | 3.7% | Includes direct and indirect. |
| Direct holdings (Michael Thompson) | 900,000 | — | Personal shares . |
| Reinvent Sponsor LLC (common) | 17,130,000 | — | Shared control; Thompson may be deemed beneficial owner to extent of pecuniary interest . |
| Reinvent Sponsor LLC (warrants underlying common) | 11,533,333 | — | Private placement warrants . |
| RSUs to be automatically granted and fully vested (within 60 days of 3/31/2025) | 2,232 | — | Non‑employee director program . |
| Outstanding director RSUs (vesting 6/6/2025) | 30,181 | — | Program standard grant . |
- Ownership guidelines: Non‑employee directors must hold shares equal to 5x annual board retainer; five‑year phase‑in from later of Dec 15, 2023 or date of hire (for Thompson: by 2029) .
- Hedging/pledging: Prohibited for directors (no short sales, options/derivatives, hedging or pledging) .
- Pledging status: No pledging allowed per policy; no pledging by Thompson disclosed .
Governance Assessment
- Board effectiveness: Thompson strengthens Nominating & Corporate Governance oversight with capital markets experience; independence affirmed under NYSE rules; attended ≥75% of 2024 meetings (joined mid‑year) .
- Alignment: Director equity is time‑based RSUs with annual grant sized at $150k, plus modest cash fees (2024 total $176,981, reflecting partial‑year service) . Stock ownership guidelines (5x retainer) and anti‑hedging/pledging policy support alignment .
- Conflicts/related‑party exposure: Sponsor Agreement provides nomination rights for RTP’s nominee and Thompson shares control of Reinvent Sponsor LLC, which holds substantial JOBY equity and warrants—this is a potential governance sensitivity despite formal independence determination .
- RED FLAGS
- Single‑trigger full vesting of director equity upon change‑of‑control (accelerates awards without dual trigger) .
- Significant indirect holdings via SPAC sponsor (common + warrants) associated with Thompson’s affiliation may present perceived conflicts, though independence is affirmed .