Rodrigo Brumana
About Rodrigo Brumana
Rodrigo Brumana, age 50, was appointed Chief Financial Officer of Joby Aviation on May 7, 2025 and expected to start on May 29, 2025; subsequent 8‑K filings and underwriting agreements are signed by him as CFO from August–November 2025, confirming he is in role . He previously served as CFO of Poshmark (Dec 2021–2025), CFO of Amazon Private Brands (Jun 2020–Nov 2021), and CFO/Treasurer of OfferUp (Sep 2018–Mar 2020); he holds an MBA from UC Berkeley and a BS in Civil Engineering from Universidade Federal de Uberlândia, Brazil . Joby emphasizes equity-heavy, pay‑for‑performance incentives and remains pre‑revenue; 2024 cumulative TSR since SPAC stood at 81.06 while net income was $(608,034) as disclosed in “Pay Versus Performance” (contextual to the company, pre‑Brumana appointment) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Poshmark, Inc. | Chief Financial Officer | 2021–2025 | Public‑company CFO experience; scaled marketplace finance and reporting |
| Amazon Private Brands | Chief Financial Officer | 2020–2021 | Operated finance for a scaled consumer portfolio within Amazon |
| OfferUp, Inc. | Chief Financial Officer & Treasurer | 2018–2020 | Led finance during growth of mobile marketplace |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No external board roles disclosed in Company filings for Brumana |
Fixed Compensation
| Component | Amount | Terms | Notes |
|---|---|---|---|
| Base Salary | $535,000 | Annual, paid per payroll | As per CFO offer letter |
| Sign‑on Bonus | $165,000 | Paid in first paycheck; pro‑rata clawback if resign/terminated for Cause within 1 year | Repayment at 8.33% per month worked; Company may deduct from final pay as permitted by law |
| Second Bonus | $165,000 | Paid at 1‑year anniversary of start date; pro‑rata clawback if resign/terminated for Cause within 1 year of payment | Same repayment structure as sign‑on |
Company does not pay cash annual bonuses; short‑term incentives are paid in equity, reflecting cash preservation and alignment with certification goals .
Performance Compensation
| Award Type | Grant Value | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|---|
| Initial RSU | $8,000,000 | Service‑based retention; not tied to financial KPIs | — | — | — | — | 12/48 on 1‑year anniversary of vest‑start; 3/48 quarterly thereafter; vest start is first day of month after start (expected June 1, 2025; first vest expected June 1, 2026) |
| Long‑term Performance‑Based Equity | $2,000,000 | Terms consistent with similarly situated execs; Company uses certification/manufacturing/commercialization goals | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Board‑approved performance award structure; details not disclosed in 8‑K |
| H1 2025 Performance Award Program | Not disclosed | Near‑term operational goals (Company split 2025 PSU into H1/H2 to improve cadence) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Eligibility disclosed; goals confidential; Company indicates half‑year PSU structure in 2025 |
Company precedent: 2024 PSU Program covered certification/manufacturing/commercialization goals and paid 43% of target; vesting occurred in four installments Jan–Apr 2025, with related LTI awards earned at 43% and vesting annually over three years .
Equity Ownership & Alignment
| Item | Detail | Alignment/Risk |
|---|---|---|
| Beneficial Ownership | Number of Brumana shares not disclosed in 2025 proxy (he joined mid‑2025) | Not in 3/31/2025 beneficial ownership table |
| Initial RSU Grant | $8,000,000, converted using 20‑day VWAP prior to Board approval; vest schedule as above | Creates multi‑year alignment; first vesting expected ~June 1, 2026 then quarterly |
| Performance Equity | $2,000,000 LTI performance award; eligible for H1 2025 PSU program | Pay‑for‑performance framework against operational milestones |
| Hedging/Pledging | Prohibited for employees, officers, and directors (short sales, options/derivatives, margin, and pledging banned) | Reduces misalignment and leverage risk |
| Ownership Guidelines | Other executive officers must hold stock equal to 2× base salary (phase‑in 5 years from Dec 15, 2023 or hire date) | Time to compliance applies; retention of 50% of net shares if below guideline post phase‑in |
| Compliance Status | Not disclosed | No data on current holdings vs guideline |
Employment Terms
| Term | Detail | Implication |
|---|---|---|
| Start Date | Expected May 29, 2025 | Establishes vesting commencement (first day of month after start) |
| Status | At‑will employment | Standard flexibility; no fixed term disclosed |
| Outside Activities | No conflicting employment/consulting; no use of third‑party confidential info | Governance hygiene clause |
| Severance | No guaranteed severance payments/benefits per Company policy | Minimizes parachute risk |
| Change‑of‑Control | Equity fully accelerates if awards are not assumed/substituted; if assumed and a qualifying termination occurs within 3 months pre‑CIC to 12 months post‑CIC, full acceleration | Double‑trigger design; mitigates retention risk in a sale while discouraging single‑trigger windfalls |
| Clawback | SEC/NYSE‑compliant policy applies to current/former execs; recovery of erroneously awarded incentive comp upon restatement | Enhances pay‑for‑performance integrity |
| Tax Gross‑ups | No Section 4999 excise tax gross‑ups | Shareholder‑friendly practice |
Compensation Structure Analysis
- Equity‑heavy mix and no cash annual bonus supports cash preservation and pay‑for‑performance tied to certification milestones; 2024 PSU payout at 43% indicates rigor in operational targets .
- Initial RSU vesting defers liquidity to mid‑2026, moderating near‑term insider selling pressure; quarterly vesting thereafter may introduce predictable supply windows .
- No single‑trigger acceleration and clawback policy lower governance risk; change‑of‑control acceleration is contingent on award assumption or qualifying termination .
Say‑on‑Pay, Peer Group, and Governance Context
- 2024 Say‑on‑Pay approval was ~98%, and the Compensation Committee retained independent consultant Compensia; peer group includes Archer, Eve, Rocket Lab, Plug Power, etc., with equity‑focused design .
- Insider trading policy prohibits hedging/pledging; stock ownership guidelines require 2× salary for executives over a five‑year phase‑in .
Investment Implications
- Alignment: Large, multi‑year RSU with back‑loaded vesting plus LTI performance equity align Brumana to certification/commercialization milestones and longer‑term equity value creation .
- Retention/Supply: First vest expected June 1, 2026, then quarterly; monitor Form 4 filings for potential selling pressure cadence starting mid‑2026, subject to blackout policies .
- Governance Quality: No hedging/pledging, robust clawback, no guaranteed severance, and double‑trigger CIC terms reduce headline governance risks and pay inflation concerns .
- Execution Risk: Company remains pre‑revenue; PSU frameworks focus on certification/manufacturing/commercialization outcomes—payout variability reflects execution rigor (2024 paid at 43%) .
Key disclosures underpinning this analysis come from Joby’s 2025 DEF 14A and May 7, 2025 8‑K and offer letter exhibits, as cited above.