Joby Aviation (JOBY) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 2, 2026, and will be held virtually, allowing shareholders to vote and ask questions online.

• Shareholders will vote on electing three Class II directors, ratifying the appointment of a new independent auditor, and approving executive compensation in a non-binding advisory vote.

• The proxy materials, including the annual report and proxy card, are available online, with options for electronic or mail voting.

Voting matters and shareholder proposals

• Proposal 1: Elect Paul Sciarra, Halimah DeLaine Prado, and Laura Wright as Class II directors for three-year terms.

• Proposal 2: Ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, following the dismissal of Deloitte & Touche LLP.

• Proposal 3: Approve, in a non-binding advisory vote, the compensation of named executive officers (Say-on-Pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board is divided into three classes with staggered terms; directors may only be removed for cause by a majority vote.

• Board leadership is separated between an Executive Chairman and CEO, with a Lead Independent Director appointed.

• Toyota and Delta have rights to board representation under specific agreements.

• All standing committees (audit, compensation, nominating/governance) are composed of independent directors.

• Board and committees met regularly in 2025, with high attendance.