Sergey Novikov
About Sergey Novikov
Sergey Novikov, age 55, serves as Corporate Controller; he was appointed acting Principal Accounting Officer and Treasurer effective December 13, 2024, following the CFO’s resignation, and is a licensed CPA in California . He joined Joby in June 2021 after serving as Senior Director, Americas Controller at Varian Medical Systems (2018–2021) and began his career at Price Waterhouse; he holds an M.S. in Nuclear Engineering (Moscow Engineering Physics Institute) and an MBA in Accounting (International University in Moscow) . Company pay-versus-performance context: Joby’s cumulative TSR implied a $100 investment value of 81.06 in 2024 with net loss of $608,034 thousand; similar TSR and loss trends occurred in 2023 and 2022, reflecting pre-revenue certification and commercialization stage dynamics . Hedging and pledging of company stock are prohibited for all employees, including Mr. Novikov, and executives are subject to clawback and stock ownership guidelines, which align incentives with long-term outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Varian Medical Systems | Senior Director, Americas Controller | Jun 2018–Jun 2021 | Led accounting operations and reporting across North and South America, strengthening regional controls and financial reporting reliability |
| Price Waterhouse (now PwC) | Audit/Accounting (early career) | Not disclosed | Foundation in audit and accounting standards; contributes to internal control rigor and SEC reporting discipline |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No board or outside directorships disclosed for Mr. Novikov |
Fixed Compensation
- Not disclosed for Mr. Novikov in the 2025 proxy; Joby emphasizes cash preservation and does not pay cash bonuses to executives as a policy, favoring equity-based incentives until certification and commercial launch .
Performance Compensation
Joby’s company-wide PSU framework applies to “all employees,” including non-NEOs; Mr. Novikov participates under these programs.
| Metric/Goal | Weight | Target | Actual | Payout | Vesting Schedule |
|---|---|---|---|---|---|
| Certification Goal #1 | 30% | Internal milestone (confidential) | 18% | 18% of target | 2024 PSU: vests Jan 14, Feb 10, Mar 4, Apr 7, 2025 |
| Certification Goal #2 | 30% | Internal milestone (confidential) | 15% | 15% of target | 2024 PSU: same dates |
| Manufacturing Goal #1 | 20% | Internal milestone (confidential) | 0% | 0% | 2024 PSU: same dates |
| Commercialization Goal #1 | 10% | Internal milestone (confidential) | 0% | 0% | 2024 PSU: same dates |
| Commercialization Goal #2 (2 public flight demos) | 10% | 2 demos | Achieved 10% | 10% | 2024 PSU: same dates |
| Aggregate (2024 PSU) | 100% | 100% | 43% | 43% earned | Four equal vests on Jan 14, Feb 10, Mar 4, Apr 7, 2025 |
Additional long-term performance awards for employees (including executives) are earned at the same percentage as 2024 PSU and vest in three annual installments; long-dated LTI awards granted in 2023 vest on June 21, 2026 only if performance conditions are met by that date .
Equity Ownership & Alignment
- Policies: Hedging, pledging, short sales, and derivatives trading in Joby stock are prohibited; executives are subject to clawback and stock ownership guidelines (2x base salary for other executive officers) with a five-year phase-in from December 15, 2023 (i.e., through December 15, 2028) .
- Beneficial ownership: Not itemized for Mr. Novikov in the proxy’s 5%/director/NEO table; insider Form 4 filings provide holdings snapshots and transaction details .
Insider transactions and vesting-related activity:
| Date (Trade) | Form 4 Action | Shares | Price ($/sh) | Direct Holdings After | Notes |
|---|---|---|---|---|---|
| Mar 5, 2025 | Sale+OE | 212 | 6.59 | 46,307 | Filed on Mar 6, 2025; concurrent with PSU vesting cadence |
| Apr 8, 2025 | Sale+OE | 212 | 5.79 | 49,157 | Filed Apr 9, 2025; RSU vests occurred Jan–Apr 2025 |
| Jan 14, 2025 | RSU vesting/issuance | Not disclosed in proxy for Mr. Novikov | 0.00 (RSU settlement) | Not disclosed | First of four scheduled PSU vesting dates |
| Feb 10, 2025 | RSU vesting/issuance | Not disclosed in proxy for Mr. Novikov | 0.00 (RSU settlement) | Not disclosed | Second PSU vesting date |
- Alignment: No pledging permitted; hedging prohibited; stock ownership guideline multiple applies (2x base salary over five years for executive officers) .
- Options: Company-wide options are limited; RSUs dominate the mix (RSU activity table disclosed at company level) .
Employment Terms
| Term | Detail |
|---|---|
| Employment start | Corporate Controller since June 2021 |
| Role changes | Acting Principal Accounting Officer and Treasurer effective Dec 13, 2024 |
| Current reporting structure | Interim period had finance reporting to CEO and General Counsel; by Q3 2025 a CFO/Treasurer (Rodrigo Brumana) was appointed, implying Mr. Novikov’s acting treasurer designation ended |
| Arrangements/related parties | No arrangements or understandings for his appointment; no family relationships; no related party transactions requiring disclosure |
| Severance/change-of-control | No guaranteed severance; under 2021 Plan, equity awards accelerate if not assumed/substituted at a change in control; double-trigger acceleration applies for qualifying terminations around a change in control |
| Ownership/Clawback/Insider policy | Stock ownership guidelines (2x base salary, 5-year phase-in from Dec 15, 2023); clawback policy compliant with SEC/NYSE; insider trading policy prohibits hedging/pledging/derivatives/margin purchases |
Investment Implications
- Compensation alignment: Equity-heavy, performance-conditioned RSUs linked to certification/manufacturing/commercial milestones; PSU payout at 43% for 2024 indicates disciplined goal-setting and non-trivial thresholding, aligning incentives with program execution while preserving cash .
- Selling pressure/vesting cadence: Small periodic Form 4 “Sale+OE” transactions around vesting dates (e.g., 212 shares on Mar 5 and Apr 8, 2025) suggest administrative sales (e.g., tax/withholding or fractional settlement) rather than large discretionary selling; minimal direct selling pressure signal from Mr. Novikov .
- Retention risk: Participation in multi-year LTI awards (vesting through 2026) and ownership guidelines support retention; no severance guarantees reduce fixed-cost commitments but may modestly increase exit optionality if external opportunities arise .
- Governance/controls: CPA background, controller role, and acting principal accounting officer designation reinforce internal controls quality during a finance leadership transition; subsequent appointment of a CFO/Treasurer normalizes the structure .
- Red flags mitigated: No hedging/pledging allowed; no related party transactions; clawback policy in place; say-on-pay historically strong (c. 98% approval in 2024) supports investor confidence in compensation governance .