Paul Sciarra
About Paul Sciarra
Executive Chairman and Class II director (term expires 2026). Age 44. First outside investor in Joby; co‑founded Pinterest (2008) and served as entrepreneur‑in‑residence at Andreessen Horowitz. Recognized for product and business leadership; instrumental in shifting Joby to a four‑seat aircraft within a service‑based operating model .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Joby Aviation | Executive Chairman; Director | Director since Nov 2016 | Led product and business approach; pivotal in four‑seat aircraft and service model |
| Pinterest, Inc. | Co‑founder | Founded Aug 2008 | Technology/product expertise |
| Andreessen Horowitz | Entrepreneur‑in‑Residence | Not disclosed | Venture/product advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Sciarra . |
Board Governance
- Board class and leadership: Class II director; Executive Chairman. Michael Huerta serves as Lead Independent Director per Corporate Governance Guidelines when the chair is not independent .
- Independence: Not listed among NYSE “independent” directors (independent directors: Evans, DeLaine Prado, Huerta, Saluja, Thompson, Wright) .
- Committees: None listed for Sciarra .
- Attendance and engagement: Board met 4x in 2024; each director attended ≥75% of board/committee meetings except Ogawa. Sciarra met the 75% threshold .
- Executive sessions: Not disclosed; board uses lead independent director structure to facilitate independent oversight .
Fixed Compensation
| Component (Director, 2024) | Amount |
|---|---|
| Annual cash retainer | $50,000 |
| Committee membership fees | None (no committee assignments) |
| Equity grant (RSUs) – grant date fair value | $150,121 |
| Total | $200,121 |
| Notes | Sciarra elected to forego cash retainer and receive fully vested RSUs for 2024; standard annual RSU of $150,000 converts using 20‑day VWAP, vesting at next annual meeting or 1 year . |
Director Compensation Program parameters:
- Board retainer: $50,000; Lead Independent Director retainer: $35,000 (added March 2025) .
- Committee fees: Audit $20,000 chair/$10,000 member; Compensation $15,000 chair/$7,500 member; Nominating & Governance $10,000 chair/$5,000 member .
- Annual RSU grant: $150,000 ÷ 20‑day VWAP; vests fully on earlier of next annual meeting or 1‑year anniversary; change‑of‑control full vesting; optional deferral elections available .
Performance Compensation
| Element | Metrics | Payout Curve | Status |
|---|---|---|---|
| Director equity | None performance‑based | n/a | Non‑employee director RSUs are time‑based only; no disclosed performance metrics for directors . |
No director performance metrics (TSR/financial/ESG) are disclosed for Sciarra’s board compensation; equity is time‑based RSUs aligned to service .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | None disclosed for Sciarra |
| Designation rights on Joby board | Toyota and Delta have designees (Ogawa; Huerta), and Reinvent Sponsor has rights (Thompson) – contextual interlocks on the board; Sciarra not indicated as a designee of these arrangements |
| Registration rights | Certain RTP/other stockholders have registration rights; company pays related expenses and provides indemnities (parties not individually enumerated in proxy excerpt) |
Expertise & Qualifications
- Entrepreneurial/operator profile (Pinterest co‑founder; venture EIR) with product acumen; credited for strategic shift to a four‑seat service model .
- Governance signal: Board separates Executive Chairman and CEO roles to enhance oversight; Lead Independent Director structure in place .
Equity Ownership
| Holder | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Paul Sciarra (direct) | 106,327 | — | Direct holdings |
| Sciarra Management Trust | 58,494,728 | — | Sciarra has voting/investment/dispositive power; beneficially owned |
| Sciarra Foundation | 50,000 | — | Beneficially owned |
| RSUs (director program) | 2,029 | — | Auto‑granted and fully vested within 60 days of Mar 31, 2025 under program |
| Total beneficial ownership | 58,653,084 | 7.4% | As of Mar 31, 2025; based on 789,293,827 shares outstanding |
Ownership alignment policies:
- Stock ownership guidelines: Non‑employee directors required to hold 5x annual board retainer; phase‑in period and 50% retention requirement if below threshold at end of phase‑in .
- Hedging/pledging: Prohibited for directors and employees (no derivatives, hedging, short sales, margin, or pledges) .
Governance Assessment
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Strengths
- Significant “skin‑in‑the‑game”: 7.4% beneficial ownership via Sciarra entities, aligning incentives with long‑term value creation .
- Independent oversight structure: Lead Independent Director (Huerta) in place given non‑independent chair; committee composition fully independent .
- Director pay mix: Meaningful equity via RSUs; option to take retainer as stock supports alignment; modest cash .
- Attendance: Met ≥75% threshold in 2024; board and committees active (4/8/4/4 meetings) .
-
Watch items / potential conflicts
- Non‑independent Executive Chairman with large ownership can centralize influence; counterbalanced by lead independent director but remains a structural consideration for investors .
- Registration rights for certain holders can facilitate liquidity events; monitor for secondary offerings or governance impacts; specific parties not detailed here .
-
RED FLAGS
- None disclosed for Sciarra regarding related‑party transactions, hedging/pledging, or low attendance. Company policy explicitly prohibits hedging/pledging; related‑party policy places review under Audit Committee .
-
Signals affecting investor confidence
- Board separation of roles and independent committees mitigate chair non‑independence; Sciarra’s high ownership and willingness to take RSUs for retainer suggest alignment with equity holders .