Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Management’s Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to our management, including our principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their control objectives.
Our management, under the supervision and with the participation of our principal executive and financial officer, evaluated the effectiveness of our disclosure controls and procedures at the end of the period covered by this Annual Report. Based upon this evaluation, our principal executive and financial officer concluded that as of the end of the period covered by this Report, the design and operation of our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2024.
Management’s Report on Internal Control over Financial Reporting
Management, under the supervision of our principal executive and financial officer, is responsible for establishing and maintaining adequate internal control over our financial reporting as required by the Sarbanes-Oxley Act of 2002 and as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
Our management evaluated the design and operating effectiveness of our internal control over financial reporting based on the criteria established in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024.
Our independent registered public accounting firm, Deloitte & Touche LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2024, as stated in their report, which appears herein.
Changes in Internal Control over Financial Reporting
During the most recently completed fiscal quarter, other than described above, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
Trading Plans
During the quarter ended December 31, 2024, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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Part III
Item 10. Directors, Executive Officers and Corporate Governance
Insider Trading Policy
We have adopted an Insider Trading Policy that applies to our directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards which are applicable to us. A copy of our Insider Trading Policy as been filed as an Exhibit to this Annual Report. Further, the company will not transact in any of its own securities unless in compliance with U.S. securities laws.
Other Information
The information required by this item, including information about our Executive Officers, Non-Employee Directors and Corporate Governance matters, is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC, no later than 120 days after December 31, 2024.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024.
Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024.
Item 14. Principal Accounting Fees and Services
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024.
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Part IV
Item 15. Exhibits, Financial Statement Schedules
Consolidated Financial Statements
Our consolidated financial statements are listed in the “Index to Financial Statements” under Part II, Item 8 of this Annual Report.
Financial Statement Schedules
All financial statement schedules have been omitted because they are not applicable, not material or the required information is shown in Part II, Item 8 of this Annual Report.
Exhibits
The exhibits listed below are filed as part of this Annual Report or are incorporated herein by reference, in each case as indicated below.
Incorporation by Reference
Exhibit
Number
Description Form Exhibit Filing Date Filed Herewith
2.1† Agreement and Plan of Merger, dated as of February 23, 2021, by and among the Registrant, RTP Merger Sub Inc. and Joby Aero, Inc.
S-4 2.1 7/6/2021
3.1 Amended and Restated Certificate of Incorporation of Joby Aviation, Inc.
S-3
3.1 9/6/2024
3.2 Bylaws of Joby Aviation, Inc.
8-K
3.1 1/24/2025
4.1 Warrant Agreement, dated as of September 16, 2020, by and between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent.
8-K 4.1 9/21/2020
4.1(a) Form of Amendment to the Warrant agreement, by and between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent.
S-4 4.5 7/6/2021
4.2 Specimen Warrant Certificate.
8-K 4.1 9/21/2020
4.3 Description of the Registrant's Securities
X
10.1 Sponsor Agreement, dated as of February 23, 2021, by and among the Registrant, Reinvent Sponsor LLC and Joby Aero, Inc.
S-4 10.2 7/6/2021
10.2 Form of Subscription Agreement, by and between the Registrant and the undersigned subscriber party thereto.
S-4 10.3 7/6/2021
10.3† Amended and Restated Registration Rights Agreement, by and among Joby Aviation, Inc. and the other parties thereto.
S-4 10.4 7/6/2021
10.4 Form of Majority Company Equityholders Lock-Up Agreement.
S-4 10.5 7/6/2021
10.5 Form of Indemnification Agreement.
S-1 10.11 8/17/2021
10.6+ Joby Aviation, Inc. 2021 Incentive Award Plan.
S-1 10.12 8/17/2021
10.7+ Form of Stock Option Agreement (included in Exhibit 10.8).
S-1 10.13 8/17/2021
10.8+ Form of Restricted Stock Unit Award Agreement.
S-8 99.3 12/17/2021
10.9+ Joby Aviation, Inc. 2021 Employee Stock Purchase Plan.
S-1 10.15 8/17/2021
10.10# Collaboration Agreement, dated as of January 11, 2021, by and between Joby Aero, Inc. and Uber Technologies, Inc.
S-4 10.23 7/6/2021
10.11# Amendment No. 1 dated September 1, 2022, to the Collaboration Agreement, dated January 11, 2021, by and between Joby Aero, Inc. and Uber Technologies, Inc.
10-Q 10.2 11/4/2022
10.12# Amended and Restated Collaboration Agreement, dated as of August 30, 2019, by and between Joby Aero, Inc. and Toyota Motor Corporation.
S-4 10.24 7/6/2021
10.13# Memorandum of Understanding, dated as of February 20, 2021, by and between Joby Aero, Inc. and Toyota Motor Corporation.
S-4 10.25 7/6/2021
10.14+
Non-employee Director Compensation Program
10-K 10.16 3/28/2022
10.15+
Offer letter, dated December 21, 2020, by and between Joby Aero, Inc. and Eric Allison
10-K 10.17 3/28/2022
10.16#
Umbrella Agreement, dated October 7, 2022, among Delta Air Lines, Inc., Joby Aero, Inc., and Joby Aviation, Inc.
8-K 10.1 10/11/2022
10.17
Subscription Agreement, dated October 7, 2022, between Delta Air Lines, Inc. and Joby Aviation, Inc .
8-K 10.2 10/11/2022
10.18
Warrant Agreement, dated October 7, 2022, between Delta Air Lines, Inc. and Joby Aviation, Inc.
8-K 10.3 10/11/2022
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Incorporation by Reference
Exhibit
Number
Description Form Exhibit Filing Date Filed Herewith
10.19
Registration Rights Agreement, dated October 7, 2022, between Delta Air Lines, Inc. and Joby Aviation, Inc.
8-K 10.4 10/11/2022
10.20
Purchase and Sale Agreement, dated November 4, 2022, by and between Frederick Electronics Corporation, Plantronics, Inc., and Joby Aero, Inc.
8-K 10.1 11/9/2022
10.21#
Parts Supply Agreement, between Joby Aero, Inc. and Toyota Motor Corporation., dated February 15, 2023.
10-Q
10.1 8/4/2023
10.22#+
2024 Performance Award Program
10-Q
10.1 5/8/2024
10.23+
Transition S ervices agreement, between Matthew Field and Joby Aviation, Inc. , dated December 23, 2024
X
10.24
S tock Purchase Agreement, dated October 1, 2024, between Jo by Aviation, Inc. and Toyota Motor Co rporation
8-K
10.1 10/2/2024
10.25#
Modification dated September 12, 2024, to Other Transaction for Prototype Agreement, between the United States Air Force and Joby Aero, Inc.
10-Q
10.2 11/6/2024
10.26
Equity Distribution Agreement, dated as of December 10, 2024, by and among Joby Aviation, Inc. , Morgan Stanley & Co. LLC and Allen & Company LLC
8-K
1.1 12/10/2024
10.27+
Offer letter, dated April 2 , 202 1 , by and between Joby Aero, Inc. and D idier Papadop oulos
X
10.28+
Letter Agreement, dated July 19 , 2022, by and between Joby Aero, Inc. and Didier Papadopoulos
X
10.29+
Offer letter, dated November 7 , 202 0 , by and between Joby Aero, Inc. and Bonny Simi
X
10.30+
Letter Agreement, dated July 6, 2022 , by and between Joby Aero, Inc. and B onny Simi
X
10.31+
Offer letter, dated December 9 , 202 0 , by and between Joby Aero, Inc. and Kate DeHoff
X
19.1
Joby Aviation, Inc. Insider Trading Compliance Policy
X
21.1 Significant Subsidiaries of Joby Aviation, Inc.
X
23.1 Consent of Deloitte & Touche LLP
X
24.1 Powers of Attorney (included on the signature page to the Report)
X
31.1 Certification of Principal Executive Officer and Princi pal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1834, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1* Certification of Principal Executive Officer and P rincipal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
97.1
Joby Aviation, Inc. Policy for Recovery of Erroneously Awarded Compensation
X
101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
________________
† The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.
+ Indicates a management contract or compensatory plan.
# Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation #S-K, Item 601(b)(10).
* These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
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Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Cruz, State of California, on February 27, 2025.
Joby Aviation, Inc.
By: /s/ JoeBen Bevirt
Name: JoeBen Bevirt
Title: Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints each of JoeBen Bevirt and Kate DeHoff, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments to this Annual Report and all further amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons on behalf of the Registrant in the capacities indicated and on February 27, 2025.
Signature Title
/s/ JoeBen Bevirt Chief Executive Officer and Director
JoeBen Bevirt (Principal Executive Officer and Principal Financial Officer)
/s/ Sergey Novikov
Corporate Controller
Sergey Novikov
(Principal Accounting Officer)
/s/ Aicha Evans Director
Aicha Evans
/s/ Halimah DeLaine Prado Director
Halimah DeLaine Prado
/s/ Michael Huerta
Director
Michael Huerta
/s/ Tetsuo Ogawa
Director
Tetsuo Ogawa
/s/ Dipender Saluja Director
Dipender Saluja
/s/ Paul Sciarra Director
Paul Sciarra
/s/ Michael Thompson
Director
Michael Thompson
/s/ Laura Wright Director
Laura Wright
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