DEF 14A of Joby Aviation, Inc., Apr 21, 2026

DEF 14A of Joby Aviation, Inc.

Filed Apr 21, 2026 · FY20250001819848-26-000313

Open on EDGAR

  1. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS Our board of directors currently consists of nine directors and is divided into three classes, with staggered three-year terms. Directors in Class II will stand for election at the Annual Meeting. The terms of office of directors in Class I and Class III expire at our annual meetings to be held in 2028 and 2027, respectively. At the recommendation of our nominating and corporate governance committee, our board of directors proposes that each of the nominees named below be elected as a Class II director for a three-year term expiring at our 2029 annual meeting of stockholders or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. Shares represented by proxies will be voted “FOR” the election of each of the nominees named below unless the proxy is marked to withhold authority to vote. If any nominee for any reason is unable or unwilling to serve the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this proxy statement and to serve if elected. Proxies may not be voted for more than three directors. Stockholders may not cumulate votes for the election of directors.

  2. Nominees to Our Board of Directors

    Nominees to Our Board of Directors The following sets forth information regarding our nominees, including their ages as of April 2, 2026:

  3. Nominees to Our Board of Directors

    | Age: 50 Director Since: 2021 Committees: Nominating & Governance (Chair) Audit | Halimah DeLaine Prado General Counsel, Google LLC | | | Biography: Halimah DeLaine Prado has served as a member of our board of directors since August 2021. Since August 2020, Ms. DeLaine Prado has served as General Counsel of Google, LLC, where she has held a number of roles in the legal department since 2006. Prior to joining Google, Ms. DeLaine Prado practiced media law and products liability law at Dechert LLP and Levine Sullivan Koch and Shulz. She also clerked for the Honorable Mary A. McLaughlin of the United States District Court for the Eastern District of Pennsylvania. Ms. DeLaine Prado holds a B.A. from Yale University and a J.D. from Georgetown University Law Center. | | | Qualifications: Ms. DeLaine Prado’s experience as a leader in the legal and technology industries makes her well qualified to serve as a member of our board of directors. |

  4. Nominees to Our Board of Directors

    | Age: 45 Director Since: 2016 Committees: None | Paul Sciarra Chairman of the Board | | | Biography: Paul Sciarra has served as the Executive Chairman and a member of our board of directors since November 2016 and was our first outside investor, lending his deep product knowledge and business acumen to the Company. In August 2008, Mr. Sciarra co-founded Pinterest, Inc., an image sharing and social media service company. Mr. Sciarra also served as an entrepreneur-in-residence at Andreessen Horowitz, a venture capital firm. Mr. Sciarra holds a B.A. from Yale University. | | | Qualifications: Mr. Sciarra’s experience as an entrepreneur along with his contributions to Joby as its Executive Chairman make him well qualified to serve as a member of our board of directors. |

  5. Nominees to Our Board of Directors

    | Age: 66 Director Since: 2021 Committees: Audit (Chair) Compensation | Laura Wright Former Chief Financial Officer, Southwest Airlines | | | Biography: Laura Wright has served as a member of our board of directors since August 2021. Until 2020, she consulted under GSB Advisory LLC, which she founded in 2012, to provide interim executive and financial management to growth and non-profit companies. From 1988 to 2012, Ms. Wright served in a number of roles at Southwest Airlines Co., a commercial airline, most recently as Senior Vice President, Chief Financial Officer, and Corporate Officer. Ms. Wright currently serves as a member of the board of directors of CMS Energy Corp. and its subsidiary Consumers Energy, TE Connectivity Ltd. She was previously a member of the board of directors of Spirit AeroSystems Holdings, Inc. from 2018 to 2025 and was a member of the board of directors of Pebblebrook Hotel Trust from 2009 to 2019. Ms. Wright holds a B.S. and an M.S. from University of North Texas and is a certified public accountant. | | | Qualifications: Ms. Wright’s experience in the aviation industry and on multiple public company boards of directors, as well as her financial expertise, make her well qualified to serve as a member of our board of directors. |

  6. Continuing Directors

    Continuing Directors The following sets forth information regarding our directors who are serving for terms that end after the Annual Meeting, including their ages as of April 2, 2026:

  7. Continuing Directors

    | Age: 52 Director Since: 2009 Committees: None | JoeBen Bevirt Chief Executive Officer, Joby Aviation | | | Biography: JoeBen Bevirt is our founder, Chief Executive Officer, Chief Architect and a member of our board of directors. Mr. Bevirt has led our team since its inception in 2009. He has dedicated his life to driving revolutionary innovation in electric propulsion and robotics. In 1999, Mr. Bevirt co-founded Velocity11, a company that developed high-performance robotic laboratory systems, which was later acquired by Agilent Technologies. In 2005, he founded Joby Inc., a company that makes utilitarian consumer products including the popular Gorillapod flexible camera tripod. He holds a B.S. in mechanical engineering from University of California Davis and an M.S. in mechanical engineering from Stanford University. | | | Qualifications: Mr. Bevirt, given his extensive experience in electric propulsion, robotics and managing companies, is qualified to serve as a member of our board of directors due to the unique perspective he brings as our founder and Chief Executive Officer. |

  8. Continuing Directors

    | Age: 57 Director Since: 2020 Committees: Compensation (Chair) Audit | Aicha Evans Chief Executive Officer, Zoox | | | Biography: Aicha Evans has served as a member of our board of directors since December 2020. Since February 2019, Ms. Evans has been the Chief Executive Officer of Zoox, Inc., an autonomous vehicle company acquired by Amazon.com, Inc. in 2020. Prior to that, Ms. Evans worked at Intel Corporation, a multinational corporation and technology company, where she served as Corporate Strategy Officer and Senior Vice President from March 2017 through February 2019 and Corporate Vice President, Communication and Devices Group from February 2014 through February 2016. Ms. Evans currently serves as a member of the board of directors and the compensation, technology and safety, and people and organization committees of SAP SE. Ms. Evans holds a B.S. in computer engineering from The George Washington University. | | | Qualifications: Ms. Evans’ success in senior leadership positions and public company board experience make her well qualified to serve as a member of our board of directors. |

  9. Continuing Directors

    | Age: 69 Director Since: 2023 Committees: Compensation | Michael Huerta Former Administrator, Federal Aviation Administration | | | Biography: Michael P. Huerta has served as a member of our board of directors since March 2023. Mr. Huerta currently serves as a transportation and aviation industry consultant. He previously served as Administrator for the United States Federal Aviation Administration from 2013 to 2018. Before being named as Administrator, Mr. Huerta served as Acting Administrator of the FAA from 2011 to 2013 and FAA Deputy Administrator from 2010 to 2011. Mr. Huerta also served as Executive Vice President and Group President, Government Transportation, for Affiliated Computer Services, Inc., now Conduent, Inc. Mr. Huerta has served as an independent director of Delta Air Lines, Inc. since 2018, is a member of Delta Air Lines’ Audit Committee and Corporate Governance Committee, and is chairman of Delta’s Safety and Security Committee. Since May 2021, he has also served as an independent member of the board of directors of Verra Mobility Corporation and is chair of the Nominating and Corporate Governance Committee. Mr. Huerta holds a B.A. in Political Science from the University of California, Riverside and an M.A. in Public Affairs with a concentration in international relations from Princeton University. | | | Qualifications: Mr. Huerta’s prior experience with the FAA and extensive aviation history make him well qualified to serve as a member of our board of directors. Mr. Huerta is currently serving as Delta’s nominee pursuant to the Delta Agreement. |

  10. Continuing Directors

    | Age: 66 Director Since: 2023 Committees: None | Tetsuo “Ted” Ogawa Operating Officer, Toyota Motor Corporation | | | Biography: Tetsuo Ogawa has served as a member of our board of directors since July 2023. Mr. Ogawa was named Operating Officer of Toyota Mortor Corporation (“TMC”) in April 2023. He was also named Director, President and Chief Executive Officer of Toyota Motor North America, Inc. (“TMNA”), Chief Executive Officer, North America Region of TMC, and Director of Toyota Motor Credit Corporation (“TMCC”) in April 2020. Mr. Ogawa previously served as Operating Officer of TMC from January 2019 to December 2020, Chief Operating Officer, North America Region of TMC from January 2019 to April 2020 and Deputy Chief Officer - External and Public Affairs Group of TMC from January 2019 to July 2019. He served as Executive Vice President of TMNA from April 2017 to March 2020 and Senior Managing Officer of TMC from January 2018 to January 2019. He also served as Chief Administrative Officer – North America Region of TMC from April 2017 to January 2019. Prior to this, Mr. Ogawa served as Managing Officer of TMC from April 2015 to January 2018 and Deputy Chief Executive Officer – China Region of TMC and President, Toyota Motor (China) Investment Co., Ltd. from April 2015 to April 2017. From January 2012 to April 2015, he served as General Manager - China Division of TMC. Mr. Ogawa first joined TMC in 1984. Mr. Ogawa holds a bachelor’s degree in commerce and management from Hitotsubashi University. | | | Qualifications: Mr. Ogawa’s extensive expertise in operational and leadership roles at Toyota make him well qualified to serve on our board of directors. Mr. Ogawa is currently serving as Toyota’s designee pursuant to the Collaboration Agreement. |

  11. Continuing Directors

    | Age: 61 Director Since: 2016 Committees: Nominating & Corporate Governance | Dipender Saluja Managing Director, Capricorn Investment Group | | | Biography: Dipender Saluja has served as a member of our board of directors since November 2016, after he led the Company’s Series A financing. Mr. Saluja has served as Managing Director of Capricorn Investment Group, an investment firm, since 2006. Prior to Capricorn Investment Group, he served in various positions from 1990 to 2006 at Cadence Design Systems, an electronic design company. Mr. Saluja currently serves on the boards of QuantumScape and Navitas Semiconductor, and on the boards of several private companies. | | | Qualifications: Mr. Saluja’s extensive operational, management, strategy, investment and directorship experience, particularly in the areas of technology, electronics, semiconductors, transportation, renewable energy and cleantech, make him well qualified to serve as a member of our board of directors. |

  12. Continuing Directors

    | Age: 49 Director Since: 2024 Committees: Nominating & Corporate Governance | Michael Thompson Managing Partner, Reinvent Capital | | | Biography: Michael Thompson has served as a member of our board of directors since June 2024. Mr. Thompson has also served as a co-founder and managing partner of Reinvent Capital, a private investment fund focused on technology companies, since 2017, and as the Chief Executive Officer and director of RTP from 2020 to 2021. Prior to Reinvent Capital, Mr. Thompson was the founder and managing partner of BHR Capital, a New York-based hedge fund. In addition, he has invested in and served as an advisor and board member for several technology companies, including serving as a member of the board of Oklo, Inc. since March 2025. Mr. Thompson holds a Bachelor of Business Administration in International Finance from the Honors Program at the University of Georgia. | | | Qualifications: Mr. Thompson’s experience as an investor in and advisor to technology companies make him well qualified to serve as a member of our board of directors. Mr. Thompson is currently serving as RTP’s nominee pursuant to our agreement with Sponsor. |

  13. Director Compensation

    Director Compensation The table below sets forth information regarding non-employee director compensation for the fiscal year ended December 31, 2025.

  14. Director Compensation

    | Name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | Total ($) | | Aicha Evans | 75,000 | 155,555 | 230,555 | | Michael Huerta | 83,750 | 155,555 | 239,305 | | Michael Thompson | 55,000 | 159,800 | 214,800 | | Halimah DeLaine Prado | 70,000 | 155,555 | 225,555 | | Dipender Saluja | 55,000 | 159,800 | 214,800 | | Paul Sciarra | 50,000 | 159,405 | 209,405 | | Tetsuo Ogawa | 50,000 | 159,405 | 209,405 | | Laura Wright | 77,500 | 155,555 | 233,055 |

  15. Director Compensation

    _______________ (1)Amounts for Messrs. Thompson, Ogawa, Saluja and Sciarra include cash retainer fees earned in 2025 which were foregone at the election of our directors and instead paid in the form of fully vested RSUs. The grant date fair value of RSUs granted in lieu of cash retainer fees exceeded the cash retainer fees by $4,245 in the case of Mr. Thompson and Mr. Saluja and $3,850 in the case of Mr. Ogawa and Sciarra. Such excess amounts are included in the Stock Awards Column. (2)The amounts set forth in this column reflect the grant date fair value of all restricted stock awards granted in 2025, other than the restricted stock unit awards granted in lieu of cash retainer fees as discussed in footnote 1 above, calculated in accordance with FASB ASC Topic 718 and excluding the effects of any forfeitures. As of December 31, 2025, Ms. Evans held an option to purchase 13,047 shares of our common stock. Additionally, as of December 31, 2025, each of our non-employee directors held 19,157 unvested restricted stock units that will vest on June 2, 2026.

  16. Compensation Summary

    Compensation Summary Our executive compensation program is designed to attract and retain the executive leadership necessary to meet our ambitious goal of certifying our aircraft and launching our commercial air taxi service. Until we are able to certify our aircraft and launch our commercial passenger service, we are highly focused on preserving cash. Because of this, we do not pay annual cash bonuses and have weighted our executive compensation more heavily in favor of equity awards, including short-term and long-term incentive awards with performance conditions tied to our certification goals. We believe this approach best aligns the interests of our NEOs with those of our stockholders. We have designed our executive compensation program to align with industry best practices, including the following:

  17. Compensation Summary

    | Committee Composition | All of our Compensation Committee members are independent directors. | | Compensation Consultant | Our Compensation Committee retains an independent compensation consultant to provide data and analysis to ensure that our executive compensation is competitive and consistent with market “best practices.” | | Clawback Policy | We have adopted a clawback policy that complies with both SEC rules and the applicable NYSE listing standards, applies to current and former executive officers and requires the disgorgement of erroneously awarded incentive-based compensation in the event of an accounting restatement. | | Stock Ownership Guidelines | We require our executive officers and the non-employee members of our board of directors to comply with meaningful stock ownership requirements, subject to a customary phase-in period. | | Limited Perquisites | We provide only limited perquisites and other personal benefits to our executive officers. | | Say-On-Pay Vote | We hold an annual advisory vote on the compensation of our named executive officers. |

  18. Compensation Summary

    | No Severance Payments and Benefits | None of our executive officers have provisions in their employment agreements guaranteeing severance payments and benefits in the event of their termination of employment. | | No “Single-Trigger” Vesting Acceleration | None of our executive officers have provisions for “single-trigger” acceleration of equity award vesting in connection with a change-of-control of the Company. | | Risk Assessment | Our Compensation Committee performs an annual review of the risks related to our compensation programs. | | No Hedging/Pledging | All employees, including our NEOs, are prohibited from hedging or pledging Joby stock or engaging in derivative securities transactions. | | Stockholder Engagement | We value stockholder feedback on our compensation programs and other relevant matters. During 2025, members of our management team and Compensation Committee were available to speak with stockholders who expressed an interest in providing feedback on our compensation programs. |

  19. Compensation Consultant

    Compensation Consultant The Compensation Committee retained Compensia, Inc., a national compensation consulting firm (“Compensia”), as its compensation consultant for 2025. The Compensation Committee reviews its engagement with Compensia annually to assess its independence and any potential conflicts of interest. Compensia’s services in 2025 included: •providing relevant financial and other data to assist the Compensation Committee with the selection and updating of the compensation peer group as described below; •collecting and analyzing data from peer group companies, as well as from the broad-based compensation surveys described below, to provide an understanding of the competitiveness of the base salary levels, short-term and long-term incentive compensation opportunities, and the overall target total direct compensation opportunities of our NEOs; •assisting with the review of the executive compensation disclosure required in our proxy statement, including the required pay ratio disclosure; and •updating the Compensation Committee on compensation trends, including “best practices,” and regulatory developments.

  20. Compensation Peer Group

    Compensation Peer Group In September 2024, with Compensia’s assistance, the Compensation Committee reviewed and updated its compensation peer group to be used as a reference when making compensation decisions for 2025. This peer group was generally developed from publicly-traded companies in the aviation, automotive, clean energy, electrical component & equipment, electric vehicle, semiconductor and technology hardware & equipment industries with market capitalizations of approximately $405 million to $23.6 billion (with a target range of 0.25 – 4.0 times our 30-day average market capitalization of approximately $4.2 billion as of August 2024). Based on the foregoing review, the Compensation Committee determined that it was appropriate to maintain the same peer group as the prior year, with two removals: Fisker, which had filed for bankruptcy, and LanzaTech Global, whose market capitalization had dropped significantly below the target range. The Compensation Committee approved a compensation peer group for 2025 consisting of AeroVironment, Archer Aviation, Aurora Innovation, Bloom Energy, ChargePoint Holdings, Enovix, Eve Holding, First Solar, Lucid Group, Luminar Technologies, Lyft, Nikola, Novanta, Plug Power, QuantumScape, Rocket Lab USA, Sunrun, and Viasat (collectively, the “Peer Group”). At the time the Peer Group data was approved, we were at the 68th percentile by market capitalization compared to the other members of the Peer Group. In addition, the competitive market analysis prepared by Compensia for the Compensation Committee contained data drawn from the Radford Technology and Aerospace Survey (the “Technology and Aerospace Survey”) as well as data from the Radford San Francisco Bay Area technology survey (the “Technology Survey”), focusing on the source most applicable to the position being evaluated.

  21. Compensation Elements

    | Element | Purpose | | Base Salary | Base salary is designed to provide our NEOs with a predictable level of fixed compensation for the day-to-day performance of their roles. Base salaries are set at levels designed to be competitive in a given market so that our NEOs are not overly dependent on the achievement of performance bonus award targets or equity appreciation in a way that might encourage excessive risk taking. | | Restricted Stock Units That Are Granted upon Achievement of Performance Goals (“2025 PSU Awards”) | We maintain a short-term performance bonus program under which restricted stock units (“RSUs”) are granted that are earned based upon the achievement of key goals related to our development and certification timelines and, after achievement, vest based on a continued service requirement. These goals (the “PSU Goals”), which were the same for all employees, including our NEOs, were designed to reward and focus the efforts of all employees in these areas. During 2025, the PSU Awards program was split into two tranches, covering discrete goals for the first and second half of the year. |

  22. Compensation Elements

    | Element | Purpose | | Equity Awards with Service-Based Vesting (“Service-Based RSU Awards”) | RSU awards granted with service-based vesting requirements are intended to align the interests of our NEOs with those of our stockholders and to achieve our retention objectives. We grant RSUs when an NEO begins employment and may grant additional awards on an annual basis for incentive and retention purposes. In 2025, only Mr. Brumana, Mr. Kalayjian and Ms. DeHoff received Service-Based RSUs. | | Long-Term Performance Awards (“LTI Awards”) | To provide additional long-term incentives for our NEOs, in 2025 we also granted performance-based awards to our NEOs that may be earned and vest over three years upon the achievement of certain pre-established operational milestones. |

  23. Equity Awards

    Equity Awards We grant RSUs and performance-based restricted stock unit awards (“PSUs”) to our NEOs under our 2021 Incentive Award Plan (the “2021 Plan”). These awards are designed to attract and retain our NEOs and to align their interests with the interests of our stockholders. Each RSU represents the right to receive one share of our common stock upon vesting, and each PSU represents the right to receive up to 2 shares of our common stock upon vesting, depending on the specific terms of the PSU Award. Any unvested RSUs and PSU Awards are forfeited if the executive ceases to provide services to the Company prior to the applicable vesting date. In 2025, the Compensation Committee granted the following types of equity awards to our NEOs: 1.New Hire RSUs, granted to Mr. Brumana and Mr. Kalayjian in connection with the start of their employment (the “New Hire Awards”); 2.PSUs granted under our 2025 performance equity award program (the “2025 PSU Program”), which are earned based on the achievement of the PSU Goals and vest following achievement based on continued service; 3.RSUs that may be earned over three years based upon the achievement of the LTI award goals and immediately vest upon achievement (the “LTI Awards”); and 4.Additional RSUs granted to recognize extraordinary service during the year (the “Additional Awards”).

  24. “New-Hire” Service-Based RSU Awards

    “New-Hire” Service-Based RSU Awards In January 2025, the Compensation Committee granted a New Hire Award of 620,067 RSUs to Mr. Kalayjian in connection with his appointment as our Chief Hardware Officer. The award was to vest over four years, with 25% of the award vesting on February 1, 2026, and the remaining 75% vesting in equal quarterly installments thereafter, subject to Mr. Kalayjian’s continued employment through each applicable vesting date. Because Mr. Kalayjian’s employment ended in May 2025, none of the RSUs subject to the award vested. In June 2025, the Compensation Committee granted a New Hire Award of 1,174,743 RSUs to Mr. Brumana in connection with his appointment as our Chief Financial Officer. The award vests over four years, with 25% of the award vesting on June 1, 2026, and the remaining 75% vesting in equal quarterly installments thereafter, subject to Mr. Brumana’s continued employment through each applicable vesting date. The Compensation Committee determined that the New Hire Awards were necessary and appropriate to attract individuals with the necessary skills and experience after reviewing the competitive market analyses prepared by Compensia at the time each NEO was hired and based upon the individual negotiations with each executive.

  25. 2025 PSU Awards

    2025 PSU Awards At the beginning of 2025, the Compensation Committee decided to split the 2025 PSU Program, which we use to provide near-term incentive compensation in lieu of cash bonuses, into two six-month programs. The Compensation Committee determined that this was appropriate due to the level of complexity that is inherent in the final stages of the certification process, especially for a new type of aircraft, and would focus employees on key near-term operational milestones. All of our employees, including our NEOs, were eligible to participate in the 2025 PSU Program. Much like our previous performance programs, the pre-established performance goals for the 2025 PSU Program covered three broad areas aligned with our overall Company focus on development and certification, manufacturing, and commercialization. The goals, which were recommended by management and approved by our Compensation Committee, were designed to be challenging and to reward outstanding performance against our operational goals and objectives. Our Compensation Committee believed that the performance goals selected for the 2025 PSU Program reflected attainable milestones for our employees, including our NEOs, that would further our objectives for progressing our certification, manufacturing and commercialization goals over the next year, thereby advancing our stockholders’ interests. Each of these performance goals involved financial, operational, technical, and strategy information, the disclosure of which would cause competitive harm to the Company. The Compensation Committee believed that these goals were achievable with consistent and focused effort at the target level, and would provide the opportunity to earn additional shares at the maximum level to reward exceptional performance related to “stretch” goals, thereby providing incentives that would motivate our employees, including our NEOs, to meet and potentially exceed our target performance levels. In February 2025, the Compensation Committee selected the performance goals and approved the target and maximum performance levels for the first half of the year (the “H1’25 PSU Program”). Under the H1’25 PSU Program, the amount earned by each of our NEOs under the PSU awards was to be between 0-125% of the target number of PSUs subject to the awards, based on our level of achievement measured against specified pre-established operational, manufacturing, and strategic business goals for the first six months of 2025, with earned PSUs vesting based on continued service through each of three vesting dates in 2026 (the “H1’25 PSU Awards”). For our H1’25 PSU Program, the Compensation Committee approved five primary goals, with three goals focused on certification, one focused on manufacturing, and one focused on commercialization readiness and supporting strategic partnerships. Our Compensation Committee established the target number of PSUs subject to each executive’s H1’25 PSU Award by taking 20% of each executive’s annual base salary and dividing that dollar amount by the 20-trading day volume-weighted average price of our common stock (“VWAP”) as of a specified date prior to the award grant date. Using this methodology, the target and maximum number of PSUs for our NEOs H1’25 PSU Awards were as follows:

  26. 2025 PSU Awards

    | Name | Number of PSUs (#) | Maximum Number of Shares to be Issued at Vesting (#) | | JoeBen Bevirt | 14,408 | 18,010 | | Rodrigo Brumana1 | 4,021 | 5,026 | | Didier Papadopoulos | 12,076 | 15,095 | | Kate DeHoff | 9,754 | 12,192 | | Bonny Simi | 10,890 | 13,612 | | Nick Kalayjian | 11,273 | 14,091 |

  27. 2025 PSU Awards

    1 Mr. Brumana was granted a pro-rated H1’25 PSU Award in June 2025 based on his date of hire. In July 2025, our Compensation Committee evaluated, measured, and certified our actual results against each of the performance goals and determined that they had been achieved as follows, resulting in our NEOs earning 91% of the target number of PSUs subject to their H1’25 PSU Awards:

  28. 2025 PSU Awards

    | Goal Achieved | Target Achievement | Actual Achievement | | Certification Goal #1 | 20% | 15% | | Manufacturing Goal #1 | 20% | 14.5% | | Certification Goal #2 | 20% | 16.5% | | Certification Goal #3 | 20% | 22.75% | | Commercialization Goal #1 | 20% | 22.25% | | Total | 100% | 91% |

  29. 2025 PSU Awards

    The PSUs earned under the H1’25 PSU Awards vested in three equal installments on January 12, 2026, February 9, 2026, and March 9, 2026, subject to the NEO continuing to provide services to us as of the applicable vesting date. In July 2025, the Compensation Committee selected the performance goals and approved the target and maximum performance levels for the second half of the year (the “H2’25 PSU Program”). Under the H2’25 PSU Program, the amount earned by each of our NEOs under the PSU awards was to be between 0-200% of the target number of PSUs subject to the awards based on our level of achievement measured against specified pre-established operational, manufacturing, and business goals for the second six months of 2025, with earned PSUs vesting based on continued service through two vesting dates in 2026 (the “H2’25 PSU Awards’). In addition, the H2’25 PSU Awards introduced a timing component, whereby performance goals that were completed up to 50 days earlier than the target date of December 31, 2025 would result in an above target achievement payout and goals that were completed up to 50 days after the target date of December 31, 2025 would result in a below target achievement payout, in each case calculated on a linear “straight-line” basis. For the H2’25 PSU Program, the Compensation Committee approved six primary goals focused on certification, manufacturing, and commercial readiness, with some goals containing elements of both certification and manufacturing. Our Compensation Committee established the target number of PSUs subject to each executive’s H2’25 PSU Award by taking 20% of each executive’s annual base salary and dividing that dollar amount by the 20-trading day VWAP as of a specified date prior to the award grant date. Using this methodology, the target and maximum number of PSUs for our NEOs H2’25 PSU Awards were as follows:

  30. 2025 PSU Awards

    | Name | Number of PSUs (#) | Maximum Number of Shares to be Issued at Vesting (#) | | JoeBen Bevirt | 10,056 | 20,112 | | Rodrigo Brumana | 8,174 | 16,348 | | Didier Papadopoulos | 8,428 | 16,856 | | Kate DeHoff | 6,807 | 13,614 | | Bonny Simi | 7,601 | 15,202 |

  31. 2025 PSU Awards

    In March 2026, our Compensation Committee evaluated, measured, and certified our actual results against each of the performance goals and determined that they had been achieved as follows, resulting in our NEOs earning 38% of the target number of PSUs subject to their H2’25 PSU Awards:

  32. 2025 PSU Awards

    | Goal Achieved | Target Achievement | Actual Achievement | | Goal #1 – airworthiness certificate for SN 101 and completion of tethered hover | 50% | —% | | Goal #2 | 10% | 20.0% | | Goal #3 | 10% | 1.6% | | Goal #4 | 10% | 1.4% | | Goal #5 | 10% | —% | | Goal #6 | 10% | 15.0% | | Total | 100% | 38% |

  33. 2025 PSU Awards

    The PSUs earned under the H2’25 PSU Awards vested in two equal installments on March 9, 2026 and April 7, 2026, subject to the NEO continuing to provide services to us as of the applicable vesting date The H2’25 PSU Program was designed with performance goals that would be challenging but, if fully achieved, would demonstrate exceptional progress across our certification, manufacturing, and commercialization efforts. In December 2025, the Compensation Committee exercised its discretion to extend the target dates (and corresponding final achievement deadlines) for Goals 3 and 4 by two weeks, and Goal 5 by one week, in recognition of the potential impact of the six-week government shutdown that occurred during October and November 2025. While we made substantial progress across all six goals during the second half of 2025, the overall achievement level was significantly below target because a number of the goals were not fully completed as of the date required for payment. For example, Goal #1, which accounted for 50% of the target achievement, was completed on March 3, 2026. While this did not result in any payout under the H2’25 PSU Program, it did represent a significant milestone for the Company and the certification program Our NEOs earned the following shares under the H1’25 PSU Program and the H2’25 PSU Program, which vested in 2026, as described above:

  34. 2025 PSU Awards

    | Name | H1’25 PSU Program | H2’25 PSU Program | | JoeBen Bevirt | 13,111 | 3,821 | | Rodrigo Brumana | 3,659 | 3,106 | | Didier Papadopoulos | 10,989 | 3,202 | | Kate DeHoff | 8,876 | 2,586 | | Bonny Simi | 9,909 | 2,888 |

  35. LTI Awards

    LTI Awards In June 2025, the Compensation Committee granted the following LTI Awards to our NEOs, which were designed to provide long-term incentives tied to the achievement of the goals related to certification and operation of our aircraft. The goals selected for the LTI Awards involve confidential information, the disclosure of which would cause competitive harm to the Company. The Compensation Committee believed that these goals were challenging but achievable with consistent and focused effort, with additional incentives for earlier achievement of the goals. The LTI Awards will be earned between 0-160% of the target amount and will vest upon the achievement of certain specified goals, subject to the NEO’s continued employment through each applicable vesting date. If any of the specified goals are not achieved by the third anniversary of the grant date, the portion of the LTI Award related to that goal will be forfeited.

  36. LTI Awards

    | Name | LTI Award (# of RSUs) | LTI Award (Maximum # of Shares to be Issued upon Vesting of the PSUs) | | JoeBen Bevirt | 367,107 | 587,371 | | Rodrigo Brumana | 293,685 | 469,896 | | Didier Papadopoulos | 293,685 | 469,896 | | Kate DeHoff | 293,685 | 469,896 | | Bonny Simi | 293,685 | 469,896 |

  37. LTI Awards

    The Compensation Committee believed that providing the opportunity to earn up to 160% of the target amount of the LTI Awards if certain goals were achieved on accelerated timelines would provide substantial incentives that are aligned with the interests of our stockholders.

  38. Ms. DeHoff’s Additional Awards

    Ms. DeHoff’s Additional Awards In January 2025, the Compensation Committee granted an award of 22,547 RSUs to Ms. DeHoff, and in June 2025, the Compensation Committee granted her an additional award of 29,368 RSUs in recognition of the significant additional responsibilities that she undertook managing day-to-day activities of the finance team following the departure of Matt Field as our Chief Financial Officer. The former award vested on February 1, 2026, and the latter award will vest on June 1, 2026, subject to Ms. DeHoff’s continued employment as of that date.

  39. Clawback Policy

    Clawback Policy We maintain a Policy for Recovery of Erroneously Awarded Compensation (the “Clawback Policy”) that complies with both SEC rules and the applicable New York Stock Exchange listing standards. The Clawback Policy applies to our current and former executive officers and subjects their incentive-based compensation received on or after October 2, 2023 to clawback in the event our Company is required to prepare an accounting restatement to correct its material noncompliance with any financial reporting requirement under U.S. securities laws. In these circumstances, the Clawback Policy requires the Company to recover, reasonably promptly, the portion of incentive-based compensation that is deemed to have been erroneously awarded, unless the Compensation Committee (which administers the policy) determines that recovery would be impracticable and that one or more of the allowable impracticability conditions under SEC rules has been met. Recovery is required whether or not the applicable executive officer engaged in misconduct or otherwise caused or contributed to the requirement for the restatement. In addition to these requirements, the Clawback Policy provides the Compensation Committee with broad discretion as to the manner of recovery of erroneously awarded compensation, including recovery of compensation under our PSU Program, RSUs, and other equity incentive awards. Each of our executive officers has agreed to the terms of the Clawback Policy and acknowledged that their compensation may be subject to reduction, cancellation, forfeiture and/or recoupment as required thereby.

  40. Policies and Practices Related to the Grant of Equity Awards Close in Time to the Release of Material Nonpublic Information

    Policies and Practices Related to the Grant of Equity Awards Close in Time to the Release of Material Nonpublic Information We did not grant stock options or option-like instruments to any employee during 2025. Since 2021, we have exclusively granted restricted stock unit and performance stock unit awards under our compensation program. Accordingly, we do not have a formal policy related to the timing of option awards in relation to the release of material nonpublic information. Awards of restricted stock units and performance stock units are generally granted at quarterly meetings of our Compensation Committee, and occasionally granted via Unanimous Written Consent between meetings. The Compensation Committee does not take material nonpublic information into account when determining the timing or terms of awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  41. Tax and Accounting Considerations

    Tax and Accounting Considerations Section 162(m) of the Internal Revenue Code (the “Code”) generally disallows a tax deduction for compensation in excess of $1.0 million paid to all former and current named executive officers. Our board of directors and the Compensation Committee may, in its judgment, authorize compensation payments that exceed the deductibility limits under Section 162(m) when it believes that such payments are appropriate to attract, retain, and reward executive talent and are in the best interests of our stockholders. Section 409A of the Code imposes additional taxes on certain non-qualified deferred compensation arrangements that do not comply with its requirements. We have and will continue to endeavor to structure our compensation arrangements to be exempt from or comply with Section 409A so as to avoid the adverse tax consequences associated therewith. We have not provided any executives or other employees with any tax “gross-up” in connection with Section 409A. We account for stock-based compensation in accordance with FASB ASC Topic 718, which requires us to recognize compensation expense for share-based payments (including stock options and other forms of equity compensation). The Compensation Committee takes into account the compensation expense recognized under FASB ASC Topic 718 when granting equity awards.

  42. Employment and Offer Letters

    Employment and Offer Letters JoeBen Bevirt We have not entered into an employment agreement or employment offer letter with Mr. Bevirt. Didier Papadopoulos In April 2021, we entered into an employment offer letter with Mr. Papadopoulos that sets forth the terms and conditions of his employment, including his initial annual base salary of $375,000 and a new hire equity award of RSUs valued at $2,400,000 vesting over six years, subject to his continued service as of each applicable vesting date. Mr. Papadopoulos’ offer letter also included a $100,000 signing bonus, which has been paid in full. We also entered into a Relocation Assistance Letter with Mr. Papadopoulos in July 2022 pursuant to which we agreed to pay the Down Payment Assistance and the Geographic Differential Compensation as described above under “Relocation Packages.” Bonny Simi In November 2020, we entered into an employment offer letter with Ms. Simi that set forth the terms and conditions of her employment, including her initial annual base salary of $350,000. Under the terms of her employment offer letter, Ms. Simi also received a stock option to purchase 1,512,522 shares of the Company’s common stock, vesting over six years, subject to her continued service as of each applicable vesting date. We also entered into a Relocation Assistance Letter with Ms. Simi in July 2022 pursuant to which we agreed to pay the Down Payment Assistance and the Geographic Differential Compensation as described above under “Relocation Packages.” Kate DeHoff In December 2020, we entered into an employment offer letter with Ms. DeHoff that sets forth the terms and conditions of her employment, including her initial annual base salary of $350,000 and an equity award in the form of a time-based stock option. In January 2021, Ms. DeHoff was awarded a new hire equity award of 385,522 RSUs vesting over six years, subject to her continued service as of each applicable vesting date, in lieu of the time-based stock option award provided for in her offer letter. Rodrigo Brumana In April 2025, we entered into an employment offer letter with Mr. Brumana that sets forth the terms and conditions of his employment, including his initial annual base salary of $535,000. Mr. Brumana’s offer letter also included a $165,000 signing bonus, which was payable in connection with Mr. Brumana’s first day of employment (the “Brumana Signing Bonus”) and a second $165,000 bonus to be paid at the completion of the one-year anniversary of his employment start date (the “Brumana Anniversary Bonus”). Mr. Brumana has agreed to repay the Brumana Signing Bonus, on a prorated basis, if he voluntarily resigns or his employment is terminated for Cause (as defined in the offer letter) before the one-year anniversary of his employment start date. Mr. Brumana has also agreed to repay the Brumana Anniversary Bonus, on a prorated basis, if he voluntarily resigns or his employment is terminated for Cause (as defined in the offer letter) before the two-year anniversary of his employment start date. In addition, the offer letter provided that Mr. Brumana would be granted a New Hire Award with the number of RSUs determined by dividing $8,000,000 by the 20-trading day VWAP as of a specified date prior to the grant date (the “Brumana New Hire Award”) and a long-term incentive award consisting of a number of PSUs determined by dividing $2,000,000 by the 20-trading day VWAP as of a specified date prior to the date of grant (the “Brumana LTI Award”) on terms and conditions consistent with those of similarly situated executives. The Brumana New Hire Award vests over four years, with 25% of the award vesting on the one-year anniversary of the vesting commencement date, and 1/16th of the award vesting on each quarterly anniversary thereafter, subject to continued service. The Brumana LTI Award is earned based on the achievement of the same goals applicable to the LTI awards as described above under “Equity Awards – LTI Awards”. Mr. Kalayjian In October 2024, we entered into an employment offer letter with Mr. Kalayjian that set forth the terms and conditions of his employment, including his initial annual base salary of $500,000. Mr. Kalayjian’s offer letter also included a $125,000 signing bonus, which was payable in connection with Mr. Kalayjian’s first day of employment (the “Kalayjian Signing Bonus”). Mr. Kalayjian agreed to repay the Kalayjian Signing Bonus, on a prorated basis, if he voluntarily resigned or his employment was terminated for Cause (as defined in the offer letter) before the one-year anniversary of his start date. Because Mr. Kalayjian’s departure was due to the elimination of his role and was not a termination of employment for Cause or a voluntary resignation, the signing bonus was not required to be repaid. In addition, the offer letter provided that Mr. Kalayjian would be granted a number of RSUs determined by dividing $5,500,000 by the 20-trading day VWAP as of a specified date prior to the grant date (the “Kalayjian New Hire Award”) and a long-term incentive award consisting of a number of PSUs determined by dividing $1,500,000 by the 20-trading day VWAP as of a specified date prior to the grant date (the “Kalayjian LTI Award”) on terms and conditions consistent with those of similarly situated executives. The Kalayjian New Hire Award would have vested over four years, with 25% of the award vesting on the one-year anniversary of the vesting commencement date, and 1/16th of the award vesting on each quarterly anniversary thereafter, subject to continued service. Mr. Kalayjian ceased providing services before the Kalayjian New Hire Award vested and before the Kalayjian LTI award was granted.

  43. Termination and Change of Control Arrangements

    Termination and Change of Control Arrangements None of our NEOs is entitled to any potential payments or benefits in connection with a termination of their employment or a change in control of the Company, except that under our 2021 Plan if equity awards are not assumed or substituted in connection with a change in control of the Company, the vesting of such equity awards will fully accelerate, and if an NEO experiences a qualifying termination of employment within the period commencing three months prior to a change in control and ending 12 months after the change in control, the vesting of any equity awards that are assumed or substituted for will fully accelerate.

  44. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2025, December 31, 2024, and December 31, 2023.

  45. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | JoeBen Bevirt | 2025 | 657,433 | — | 3,045,189 | 4,000 | 3,706,622 | | Chief Executive Officer | 2024 | 638,269 | — | 3,063,821 | 4,000 | 3,706,090 | | | 2023 | 619,616 | — | 3,405,146 | 4,000 | 4,028,762 | | Rodrigo Brumana(3) Chief Financial Officer | 2025 | 302,781 | 165,000 | 11,187,459 | 4,000 | 11,659,240 | | Didier Papadopoulos President of Aircraft OEM | 2025 | 551,050 | — | 2,447,274 | 254,000 | 3,252,324 | | | 2024 | 535,000 | — | 2,923,990 | 254,000 | 3,712,990 | | | 2023 | 519,615 | — | 1,988,583 | 254,000 | 2,762,199 | | Kate DeHoff Chief Legal Officer and Corporate Secretary | 2025 | 445,079 | 230,000 | 2,806,048 | 4,000 | 3,485,127 | | | 2024 | 432,116 | — | 1,951,208 | 4,000 | 2,387,324 | | | 2023 | 419,615 | | 1,276,211 | 4,000 | 1,699,826 | | Bonny Simi President of Operations | 2025 | 496,933 | — | 2,423,261 | 104,000 | 3,024,194 | | | 2024 | 480,577 | — | 2,425,702 | 304,000 | 3,210,279 | | | 2023 | 419,615 | — | 1,445,184 | 104,000 | 1,968,800 | | Nick Kalayjian(4) Former Chief Hardware Officer | 2025 | 157,692 | 125,000 | 5,189,492 | — | 5,472,185 |

  46. 2025 Summary Compensation Table

    | (1) Amounts reported represent the aggregate grant date fair value of RSU awards granted to our NEOs during 2025 under our 2021 Plan and the 2025 PSU Program, computed in accordance with FASB ASC Topic 718. See the discussion of Critical Accounting Policies in the Management’s Discussion and Analysis our Annual Report on Form 10-K for the year ended December 31, 2025 for the assumptions used in calculating these values. The value for each award granted under the H1’25 PSU Program that is reported in the table assumed a 95.5% probability of achievement at target, except for the H1’25 PSU grant to Mr. Brumana, which assumed an 88.5% probability of achievement at target. The value for each award granted under the H2’25 PSU Program that is reported in the table assumed a 105.2% probability of achievement at target, and the value for each LTI award that is reported in the table assumed a 100.5% probability of achievement at target The aggregate grant date fair value of these awards, assuming the maximum level of performance, is $4,894,846, $3,842,449, $3,934,531, $3,855,620, $3,894,259 and $113,012 for Mr. Bevirt, Mr. Brumana, Mr. Papadopoulos, Ms. DeHoff, Ms. Simi and Mr. Kalayjian, respectively. | | (2) Amount reported for 2025 includes a $4,000 401(k) plan matching contribution for each of our NEOs except Mr. Kalayjian, and geographic differential compensation of $250,000 and $100,000 for Mr. Papadopoulos and Ms. Simi, respectively. Geographic differential compensation is more fully described above under “Compensation Discussion and Analysis – Other Elements of Compensation - Relocation Packages” and “Employment and Offer Letters.” | | (3) Mr. Brumana commenced employment with us on May 29, 2025. | | (4) Mr. Kalayjian commenced employment with us on January 13, 2025, and his employment terminated on March 28, 2025. We did not pay Mr. Kalayjian severance in connection with the termination of his employment. |

  47. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table The following table provides information about equity and non-equity awards granted to the NEOs in 2025.

  48. 2025 Grants of Plan-Based Awards Table

    | | | | | Estimated Future Payout Under Equity Incentive Plan Awards | | | All Other Stock Awards | | | Name | | Grant Date | Award Type | Threshold (#/$) | Target (#/$) | Maximum (#/$) | Number of Shares of Stock (#) | Grant Date Fair Value of Stock Awards ($) | | JoeBen Bevirt | | 2/4/2025 | PSU(1) | — | 14,408 | 18,010 | | 110,352 | | | | 6/2/2025 | PSU(2) | — | 367,107 | 587,371 | | 2,753,303 | | | | 7/28/2025 | PSU(3) | — | 10,056 | 20,112 | | 181,534 | | Rodrigo Brumana | | 6/2/2025 | RSU(4) | | | | 1,174,743 | 8,810,573 | | | | 6/2/2025 | PSU(2) | — | 293,685 | 469,896 | | 2,202,638 | | | | 6/2/2025 | PSU(1) | — | 4,021 | 5,026 | | 26,689 | | | | 7/28/2025 | PSU(3) | — | 8,174 | 16,348 | | 147,560 | | Didier Papadopoulos | | 2/4/2025 | PSU(1) | — | 12,076 | 15,095 | | 92,491 | | | | 6/2/2025 | PSU(2) | — | 293,685 | 469,896 | | 2,202,638 | | | | 7/28/2025 | PSU(3) | — | 8,428 | 16,856 | | 152,145 | | Kate DeHoff | | 1/27/2025 | RSU(5) | | | | 22,547 | 185,562 | | | | 2/4/2025 | PSU(1) | — | 9,754 | 12,193 | | 74,707 | | | | 6/2/2025 | RSU(6) | | | | 29,368 | 220,260 | | | | 6/2/2025 | PSU(2) | — | 293,685 | 469,896 | | 2,202,638 | | | | 7/28/2025 | PSU(3) | — | 6,807 | 13,614 | | 122,882 | | Bonny Simi | | 2/4/2025 | PSU(1) | — | 10,890 | 13,613 | | 83,408 | | | | 6/2/2025 | PSU(2) | — | 293,685 | 469,896 | | 2,202,638 | | | | 7/28/2025 | PSU(3) | — | 7,601 | 15,202 | | 137,216 | | Nicholas Kalayjian | | 1/27/2025 | RSU(7) | | | | 620,067 | 5,103,151 | | | | 2/4/2025 | PSU(1) | — | 11,273 | 14,091 | | 86,341 | | (1) | Performance-based RSUs granted under the H1’25 PSU Program that vested in equal installments, to the extent earned, on January 12, 2026, February 9, 2026 and March 9, 2026, subject to continued service. | | | | | | | | | (2) | Performance-based RSUs granted under the 2021 Plan that vest upon the achievement of certain performance conditions, provided that such performance conditions are achieved on or before June 2, 2028, subject to continued service. | | | | | | | | | (3) | Performance-based RSUs granted under the H2’25 PSU Program that vested in equal installments, to the extent earned, on March 9, 2026 and April 7, 2026, subject to continued service. | | | | | | | | | (4) | Service-based RSUs granted under the 2021 Plan that vests over four years, with 25% of the award vesting on June 1, 2026, and the remaining 75% vesting in equal quarterly installments thereafter, subject to continued service. | | | | | | | | | (5) | Service-based RSUs granted under the 2021 Plan that vested on February 1, 2026, subject to continued service. | | | | | | | | | (6) | Service-based RSUs granted under the 2021 Plan that vest on June 1, 2026, subject to continued service. | | | | | | | | | (7) | Service-based RSUs granted under the 2021 Plan that vests over four years, with 25% of the award vesting on February 1, 2026, and the remaining 75% vesting in equal quarterly installments thereafter, subject to continued service. | | | | | | | |

  49. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    2025 Outstanding Equity Awards at Fiscal Year-End Table The following table summarizes the number of outstanding equity awards held by our NEOs as of December 31, 2025.

  50. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of shares underlying unexercised options (#) exercisable | Number of shares underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(*) | Equity Incentive Plan Awards: Number of unearned shares or units of stock that have not vested (#) | Equity Incentive Plan Awards: Market value of unearned shares or units of stock that have not vested ($) | | JoeBen Bevirt | | | | | 59,524 (1) | 785,717 | | | | | | | | | | | 367,107 (2) | 4,845,812 | | | | | | | 13,111 (3) | 173,065 | | | | | | | | | | | 5,710 (4) | 75,372 | | | | | | | 116,799 (5) | 1,541,747 | | | | | | | | | 49,801 (6) | 657,373 | | | | Rodrigo Brumana | | | | | | | 293,685 (2) | 3,876,642 | | | | | | | 3,659 (3) | 48,299 | | | | | | | | | | | 4,642 (4) | 61,274 | | | | | | | 1,174,743 (7) | 15,506,608 | | | | Didier Papadopoulos | | | | | 57,143 (1) | 754,288 | | | | | | | | | | | 293,685 (2) | 3,876,642 | | | | | | | 10,989 (3) | 145,055 | | | | | | | | | | | 4,786 (4) | 63,175 | | | | | | | 53,192 (8) | 702,134 | | | | | | | | | 112,126 (5) | 1,480,063 | | | | | | | | | 9,961 (6) | 131,485 | | | | | | | | | 69,849 (9) | 922,007 | | | | Kate DeHoff | | | | | 38,095 (1) | 502,854 | | | | | | | | | | | 293,685 (2) | 3,876,642 | | | | | | | 8,876 (3) | 117,163 | | | | | | | | | | | 3,865 (4) | 51,018 | | | | | | | 36,569 (8) | 482,711 | | | | | | | | | 74,751 (5) | 986,713 | | | | | | | | | 22,547 (10) | 297,620 | | | | | | | | | 29,368 (11) | 387,658 | | | | | | | | | 13,281 (6) | 175,309 | | | | | | | | | 80,324 (12) | 1,060,277 | | | | Bonny Simi | 264,976 (13) | 113,151 (14) | $1.77 | 12/18/2030 | | | | | | | | | | | 47,619 (1) | 628,571 | | | | | | | | | | | 293,685 (2) | 3,876,642 | | | | | | | 9,909 (3) | 130,799 | | | | | | | | | | | 4,316 (4) | 56,971 | | | | | | | 39,894 (8) | 526,601 | | | | | | | | | 93,438 (5) | 1,233,382 | | | | Nicholas Kalayjain | | | | | | | — | — | | | | | | | — | — | | |

  51. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | * Amount reported based on value of $13.20 per share, which was the closing price of our common stock on December 31, 2025. | | (1) RSUs that vest based on the achievement of certain performance conditions related to the 2024 PSU Program in three equal installments on each of February 12, 2025, February 12, 2026, and February 12, 2027, subject to continued service. |

  52. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (2) RSUs that vest upon the achievement of certain performance conditions, provided that such performance conditions are achieved on or before June 2, 2028, subject to continued service. | | (3) RSUs that vest based on the achievement of certain performance conditions related to the H1 2025 PSU Program in three equal installments on each of January 12, 2026, February 9, 2026, and March 9, 2026, subject to continued service. | | (4) RSUs that vest based on the achievement of certain performance conditions related to the H2 2025 PSU Program in two equal installments on each of March 9, 2026 and April 7, 2026, subject to continued service. | | (5) RSUs that vest in equal quarterly installments through January 1, 2028, subject to continued service. | | (6) RSUs that vest in equal quarterly installments through January 1, 2026, subject to continued service. | | (7) RSUs that vest 25% after 1 year and then in equal quarterly installments through June 1, 2029, subject to continued service. | | (8) RSUs that vest in equal quarterly installments through July 1, 2027, subject to continued service. | | (9) RSUs that vest in equal quarterly installments through June 14, 2027, subject to continued service. | | (10) RSUs that vest on February 1, 2026, subject to continued service. | | (11) RSUs that vest on June 1, 2026, subject to continued service. | | (12) RSUs that vest in equal quarterly installments through January 12, 2027, subject to continued service. | | (13) Option for which 920,952 shares were vested as of December 31, 2025. The remaining shares subject to the option vest in equal quarterly installments through December 15, 2026, subject to continued service. | | (14) Option that vests in equal quarterly installments through December 15, 2026, subject to continued service. |

  53. 2025 Options Exercised and Stock Vested Table

    2025 Options Exercised and Stock Vested Table The following table summarizes the value realized by our NEOs due to the vesting of RSU awards and the exercise of stock options during 2025.

  54. 2025 Options Exercised and Stock Vested Table

    | | | Option Awards | | Stock Awards | | | Name | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | JoeBen Bevirt | | | | 299,130 | 2,862,129 | | Rodrigo Brumana | | | | — | — | | Didier Papadopoulos | | | | 210,507 | 2,028,032 | | Kate DeHoff | | | | 202,905 | 1,991,166 | | Bonny Simi | | 530,037 | 5,489,972 | 101,932 | 915,351 | | Nicholas Kalayjian | | | | — | — | | (1) | Represent the excess of the closing trading price of our common stock on the date of exercise over the exercise price of the underlying option, multiplied by the number of options exercised. | | | | | | (2) | Represents the amount realized based on the product of the number of RSUs vested multiplied by the closing trading price of our common stock on the applicable vesting date. | | | | |

  55. Quantification of Potential Payments upon Termination or Change in Control

    Quantification of Potential Payments upon Termination or Change in Control The table below reflects the intrinsic value of unvested equity awards that would have been accelerated had (i) a change in control occurred on December 31, 2025 and the outstanding equity awards were not assumed or substituted and/or (ii) a NEO’s employment with the Company been terminated as of December 31, 2025 and such termination occurred within the period commencing 3 months prior to a change in control and ending 12 months after the change in control. The amounts below were determined by multiplying the number of RSUs for which vesting would be accelerated by our closing stock price as of December 31, 2025, which was $13.2 per share. None of our NEOs is entitled to cash severance upon a termination of employment with us.

  56. Quantification of Potential Payments upon Termination or Change in Control

    | Name | Value of Benefit ($) | | JoeBen Bevirt | 8,079,086 | | Rodrigo Brumana | 19,492,823 | | Didier Papadopoulos | 7,152,842 | | Kate DeHoff | 6,877,688 | | Bonny Simi | 6,452,965 | | Nicholas Kalayjian | — |

  57. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are disclosing the following information about the relationship of the median of the annual total compensation of all our employees (other than our CEO), and the annual total compensation of our Chief Executive Officer, Mr. Bevirt (our “CEO”), for 2025 CEO Pay Ratio for 2025 •The median of the annual total compensation of all our employees, excluding our CEO, was $177,193; •The annual total compensation of our CEO, as reported in the 2025 Summary Compensation Table included in this Proxy Statement, was $3,706,622; and •The ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees was 21 to 1. We believe this ratio is a reasonable estimate calculated in a manner consistent with SEC rules. Methodology The methodology and the material assumptions, adjustments, and estimates used to identify the median of the annual total compensation of all our employees for 2025 were based on the following: •Our median employee was identified from all full-time, part-time, seasonal, and temporary employees as of December 31, 2023, as we determined that there has not been a significant change in our employee population since December 31, 2023. Notably, while our overall employee population increased between December 31, 2023 and December 31, 2025, the increases were roughly proportional across all compensation levels. Our employee population consisted of individuals (other than our CEO) working at our parent company and consolidated subsidiaries both within and outside the United States. We did not include any contractors or other non-employee workers in our employee population. •To identify our median employee from our employee population, we calculated the aggregate amount of each employee’s (i) base salary or gross wages paid and (ii) the value of target annual bonus, which compensation measure was consistently applied. For simplicity and consistency across our organization, we used annual base salary or gross wages rate or the actual amount paid. Amounts under item (ii) above were annualized for any permanent employees who commenced work during 2023. We selected the foregoing compensation elements because they represented our principal broad-based compensation elements. •We did not rely on the data privacy or de minimis exceptions allowed by SEC rules to exclude any non-U.S. employees from our employee population, nor did we make any cost-of-living adjustment. •Compensation not paid in U.S. dollars was converted to U.S. dollars using the foreign exchange rates in effect as of December 31, 2023. •All employees except for our CEO were ranked from lowest to highest with the median employee determined from this list. Using this approach, we identified the individual at the median of our employee population who was the best representative of our employee population. The individual was a full-time employee based in the United States. Calculation Having identified our median employee using the aforementioned methodology, we then calculated the annual total of this employee for 2025 annual total compensation using the same methodology that we use for determining the annual total compensation of our named executive officers as reported in our 2025 Summary Compensation Table above. We determined our CEO’s annual total compensation for fiscal 2025 as reported in our 2025 Summary Compensation Table above. The SEC rules allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee population and compensation practices, therefore the pay ratio reported by other companies may not be comparable to our pay ratio. As explained by the SEC when it adopted these rules, the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures.

  58. Pay Versus Performance Table

    Pay Versus Performance Table

  59. Pay Versus Performance Table

    | Year | Summary Comp. Table Total for CEO | Compensation Actually Paid to CEO | Average Summary Comp. Table Total for Non-CEO NEOs(1) | Average Compensation Actually Paid to Non-CEO NEOs | Value of Initial Fixed $100 Investment Based On: | | Net Income | Company Selected Measure | | | | | | | TSR | Peer Group TSR(2) | | | | 2025 | 3,706,622 | 3,702,215 | 5,378,614 | 7,262,285 | 131.61 | 68.24 | (929,842) | n/a | | 2024 | 3,706,090 | 3,691,037 | 3,043,807 | 2,941,380 | 81.06 | 60.24 | (608,034) | n/a | | 2023 | 4,095,534 | 4,955,399 | 2,214,064 | 3,924,250 | 66.30 | 53.69 | (513,050) | n/a | | 2022 | 8,612,643 | 5,403,553 | 2,407,897 | (437,128) | 33.40 | 31.78 | (258,043) | n/a | | 2021 | 404,000 | 404,000 | 8,212,877 | 7,177,713 | 72.78 | 69.08 | (180,324) | n/a |

  60. Pay Versus Performance Table

    (1)Amounts represent compensation actually paid to our Principal Executive Officer (PEO) and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

  61. Pay Versus Performance Table

    | Year | PEO | Non-PEO NEOs | | 2025 | JoeBen Bevirt | Rodrigo Brumana, Didier Papadopoulos, Kate DeHoff, Bonny Simi and Nick Kalayjian | | 2024 | JoeBen Bevirt | Matthew Field, Didier Papadopoulos, Kate DeHoff, Bonny Simi and Eric Allison | | 2023 | JoeBen Bevirt | Matthew Field, Didier Papadopoulos, Kate DeHoff and Bonny Simi | | 2022 | JoeBen Bevirt | Matthew Field, Didier Papadopoulos, Kate DeHoff and Bonny Simi | | 2021 | JoeBen Bevirt | Matthew Field and Eric Allison |

  62. Pay Versus Performance Table

    Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  63. Pay Versus Performance Table

    | | 2025 | | | Adjustments | PEO | Average Non-PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | (3,045,189) | (4,810,707) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 5,094,250 | 6,474,442 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | (1,324,665) | 495,727 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | — | — | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | 430,194 | 275,452 | | Deduction for Awards Granted during Prior FY that failed to meet the applicable vesting conditions during the Applicable FY. | (1,158,997) | (551,243) | | TOTAL ADJUSTMENTS | (4,407) | 1,883,671 |

  64. Pay Versus Performance Table

    (2)For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of a peer group consisting of Archer Aviation Inc., Eve Holding, Inc., Joby Aviation, Inc., Lilium N.V., Vertical Aerospace Ltd. (“Peer Group”), as used in the Stock Performance Graph disclosed under Item 5 of our Annual Report on Form 10-K for the year ended December 31, 2025. The amount reflected shows the annual change in value of $100 invested in the Peer Group on August 10, 2021, the date of our Merger with RTP, and assumes reinvestment of dividends, if any. Each of the companies in our Peer Group went public via merger with a special purpose acquisition company (“SPAC”). For Peer Group companies that completed their SPAC merger after August 10, 2021, the cumulative return for the Peer Group was weighted based on the market capitalization of each company based on the date of its SPAC merger. Shares of Lilium N.V. were suspended from trading on November 6, 2024, and subsequently delisted from the Nasdaq Global Select Market. The Peer Group TSR assumes a share prices of $0.00 for shares of Lilium common stock after delisting. (3)Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for solely service-vesting RSU awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for performance-based RSU awards, the same valuation methodology as RSU awards above except that the year-end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date; and (iii) for stock options, a Black Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected life set equal to the remaining life of the award in the case of underwater stock options and, in the case of in the money options, an expected life equal to the original ratio of expected life relative to the ten year contractual life multiplied times the remaining life as of the applicable revaluation date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025

  65. Relationships Between Executive Compensation Actually Paid and Select Financial Performance Measures

    Relationships Between Executive Compensation Actually Paid and Select Financial Performance Measures Since we were not a publicly traded company until August 2021, and are not yet generating operating revenues, we have not historically tied executive compensation to financial performance measures. Consequently, we have not included a Company-Selected Measure in our Pay Versus Performance Table. The primary way in which we tied executive pay to performance in 2025 was through our 2025 PSU Program and long-term incentive awards, which awarded RSUs to our NEOs that are achieved and vest in connection with the achievement of key operational goals that move us closer to our ultimate goal of launching our commercial air taxi service, which we believe will be the primary driver of operational revenues in the future. The charts below are based on the information provided in the above table to illustrate the relationships between the Company’s compensation actually paid to the PEO and the average compensation actually paid to the Company’s non-PEO NEOs, with (i) the Company’s cumulative TSR and peer group TSR, and (ii) the Company’s net income (loss).