Tetsuo Ogawa
About Tetsuo “Ted” Ogawa
Age 65; independent director nominee to Class I at Joby Aviation since July 2023; currently Operating Officer of Toyota Motor Corporation and President/CEO of Toyota Motor North America with prior senior roles in Toyota’s China and North America organizations. He holds a bachelor’s degree in commerce and management from Hitotsubashi University . Ogawa serves as Toyota’s designated board representative under a 2021 Memorandum of Understanding with Joby, reflecting a strategic partnership between the companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Toyota Motor Corporation (TMC) | Operating Officer | Apr 2023–present | Senior executive oversight |
| Toyota Motor North America (TMNA) | Director, President & CEO; CEO North America Region (TMC) | Apr 2020–present | Regional leadership, strategy |
| Toyota Motor Credit Corporation (TMCC) | Director | Apr 2020–present | Finance oversight |
| TMC | Operating Officer | Jan 2019–Dec 2020 | Corporate operations |
| TMC | Chief Operating Officer, North America Region | Jan 2019–Apr 2020 | Regional operations |
| TMC | Deputy Chief Officer – External & Public Affairs Group | Jan 2019–Jul 2019 | Public affairs |
| TMNA | Executive Vice President | Apr 2017–Mar 2020 | Executive leadership |
| TMC | Senior Managing Officer | Jan 2018–Jan 2019 | Corporate management |
| TMC | Chief Administrative Officer – North America Region | Apr 2017–Jan 2019 | Admin leadership |
| TMC | Managing Officer | Apr 2015–Jan 2018 | Corporate management |
| TMC/ Toyota Motor (China) Investment Co., Ltd. | Deputy CEO – China Region; President, Toyota Motor (China) Investment Co., Ltd. | Apr 2015–Apr 2017 | China operations |
| TMC | General Manager – China Division | Jan 2012–Apr 2015 | China market strategy |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| Toyota Motor Corporation (Japan) | Operating Officer | Public | Apr 2023–present |
| Toyota Motor North America | Director, President & CEO; CEO North America Region (TMC) | Private subsidiary | Apr 2020–present |
| Toyota Motor Credit Corporation | Director | Private subsidiary | Apr 2020–present |
Board Governance
- Class I director (term expiring at the 2025 Annual Meeting); nominated for re‑election to a three‑year term to 2028 alongside Michael Huerta and Dipender Saluja .
- Committee assignments: none; he does not serve on Audit, Compensation, or Nominating & Corporate Governance committees .
- Independence: not identified as an independent director under NYSE rules; the board’s independence list includes other directors but not Ogawa. He serves as Toyota’s designated board representative pursuant to the Toyota MOU .
- Attendance: the board met 4 times in 2024; each director attended at least 75% of board and committee meetings except Mr. Ogawa (RED FLAG) .
- Board leadership: Executive Chairman (Paul Sciarra) and Lead Independent Director (Michael Huerta); executive sessions led by the Lead Independent Director .
Fixed Compensation
| Component | Amount/Detail | Period/Date |
|---|---|---|
| Annual cash retainer | $50,000 (Ogawa elected to receive retainer in fully vested RSUs for 2024) | FY 2024 |
| RSU annual grant fair value | $150,121 | Granted 2024 |
| Total director comp | $200,121 | FY 2024 |
| Annual grant RSUs (shares) | 30,181 RSUs outstanding for each non‑employee director; vest June 6, 2025 | Vests 2025 |
| Director program terms | Annual RSU equal to $150,000 using 20‑day VWAP; directors may elect cash in RSUs; immediate vesting upon change of control; deferral elections available | Program as amended Mar 2025 |
| Board/committee fee schedule | Board: $50,000; Lead Independent Director: $35,000; Committee Chairs/Members: Audit $20k/$10k; Compensation $15k/$7.5k; Nominating $10k/$5k | Program |
Performance Compensation
| Feature | Details |
|---|---|
| Performance metrics for director pay | None; non‑employee director equity is service‑based (no PSU metrics). Equity vests on time/service; immediate vesting on change‑of‑control for director grants . |
Other Directorships & Interlocks
- Designation rights: Toyota has a contractual right to designate one Joby director; Ogawa is Toyota’s designee (board commits to include Toyota’s designee in the slate and recommend election) .
- Related party transactions: Joby paid Toyota $0.7 million for parts/materials in 2024 under a 2023 long‑term supply agreement and recorded an embedded finance lease of $4.1 million for subassembly components as of Dec 31, 2024 .
- Strategic financing: Joby entered a stock purchase agreement with Toyota on Oct 1, 2024 to sell up to 99,403,579 shares at $5.03/share in two $250 million tranches, subject to regulatory and charter/bylaw amendments related to foreign ownership; Proposal 5 (Air Carrier Amendment) is intended to satisfy a closing condition (RED FLAG for potential influence) .
Expertise & Qualifications
- Global operational leadership across North America and China with senior executive experience in automotive manufacturing and finance, supporting Joby’s commercialization and supply chain interfaces .
- Academic grounding in commerce and management (Hitotsubashi University), aligning with governance oversight for a capital‑intensive, regulated aerospace business .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Tetsuo Ogawa | 31,305 | <1% | As of Mar 31, 2025; includes director RSU footnote entitlements; see note (15) . |
| Toyota Motor Corporation (affiliates) | 78,752,611 | 10.0% | Excludes up to 99,403,579 additional shares under Oct 1, 2024 purchase agreement . |
Additional details:
- For directors, each had an outstanding RSU award of 30,181 shares vesting June 6, 2025; Ogawa’s 2024 cash retainer was foregone and paid in fully vested RSUs .
- Hedging/pledging: Company policy prohibits short sales, options/derivatives, hedging/monetization, margin purchases, and pledging of company stock by directors (positive alignment signal) .
Governance Assessment
- RED FLAGS
- Attendance shortfall: Ogawa did not meet the 75% attendance threshold in 2024, raising engagement concerns .
- Independence and influence: Ogawa is Toyota’s board designee and not listed as independent; combined with Toyota’s 10% stake, supply agreement, and large private placement with governance conditions, this creates material related‑party exposure and potential conflicts of interest .
- Mitigants/positives
- Clear disclosure of related‑party arrangements and board designation rights; strong board structures with a separate Executive Chairman and Lead Independent Director overseeing executive sessions .
- Director equity is service‑based with prohibitions on hedging/pledging, supporting alignment with long‑term shareholder value .
- Net view for investor confidence
- Ogawa brings high‑value operational expertise and strategic access to Toyota, but his attendance record and Toyota’s multifaceted financial and supply ties to Joby warrant close monitoring of committee deliberations, recusals on conflicted matters, and transparency in board processes to safeguard minority shareholders .