Joby Aviation Inc 2025年度报告

2026Proxy Statementand 2025Annual Report April 21, 2026 To Our Stockholders: You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of JobyAviation, Inc., on June 2, 2026. The Annual Meeting will be a completely virtual meeting, conducted via live audiowebcast. You will be able to attend and participate in the Annual Meeting online, submit questions during the meeting andvote your shares electronically. The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of AnnualMeeting of Stockholders and proxy statement. The Annual Meeting materials include the notice, the proxy statement, ourannual report and the proxy card. You will receive a Notice of Internet Availability of Proxy Materials (the “Notice”) which we expect to mail on orabout April 21, 2026, unless you have previously requested to receive our proxy materials in paper form. To ensure yourrepresentation at the Annual Meeting, please vote as soon as possible by following the instructions set forth in the Notice.Alternatively, you may follow the procedures outlined in the Notice to request a paper proxy card to submit your vote bymail. If you decide to attend the Annual Meeting, you will be able to vote online, even if you have previously submittedyour proxy. Your vote is important. Whether or not you expect to attend and participate in the Annual Meeting, pleasesubmit your proxy by following the instructions in the Notice, or if you asked to receive the proxy materials in paperform, please vote electronically via the Internet or by telephone, or complete, sign and date the proxy card andreturn it in the postage paid envelope provided. Sincerely, Chief Executive Officer IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUALMEETING TO BE HELD ON JUNE 2, 2026: THE PROXY STATEMENT, PROXY CARD AND ANNUALREPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 ARE AVAILABLEFREE OF CHARGE AT WWW.PROXYVOTE.COM. JOBY AVIATION, INC. NOTICE OF ANNUAL MEETING OF STOCKHOLDERSTO BE HELD ON JUNE 2, 2026 Time and Date:June 2, 2026 at 9:00 a.m. Pacific Time. You will be able to attend the Joby Aviation, Inc. Annual Meeting online and submit your questionsduring the meeting by visitingwww.virtualshareholdermeeting.com/JOBY2026and entering the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on yourproxy card or on the instructions that accompanied your proxy materials. Place: 1.Elect the three Class II directors listed in the accompanying proxy statement, each to serve athree-year term expiring at the 2029 Annual Meeting and until such director’s successor iselected and qualified or until such director’s earlier death, resignation, disqualification orremoval.2.Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered publicaccounting firm for the fiscal year ending December 31, 2026.3.Approve, in a non-binding advisory vote, the compensation of the Company’s named executiveofficers (the “Say-on-Pay Vote”).4.Transact any other business that may properly come before the Annual Meeting or anycontinuation, adjournment or postponement of the Annual Meeting. Purpose: Record Date: Only stockholders of record at the close of business on April 7, 2026 are entitled to notice of, and tovote at, the Annual Meeting and any continuation, postponement or adjournment thereof. Holders of our common stock are entitled to one vote for each share held as of the record date. Proxy Voting: For questions regarding your stock ownership, you may contact us through our Investor Relationssection of our website atir.jobyaviation.comor, if you are a registered holder, contact our transferagent,ContinentalStockTransfer&TrustCompany,throughitswebsiteatwww.continentalstock.com or by phone at (212) 509-4000. By Order of the Board of Directors, TABLE OF CONTENTS PageINFORMATION ABOUT SOLICITATION AND VOTING1NOTE REGARDING 2021 BUSINESS COMBINATION1INFORMATION ABOUT THIS PROXY STATEMENT1QUESTIONS AND ANSWERS ABOUT THE MEETING2BOARD OF DIRECTORS AND CORPORATE GOVERNANCE7NOMINATION PROCESS AND DIRECTOR QUALIFICATIONS12PROPOSAL ONE: ELECTION OF DIRECTORS13PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM18PROPOSAL THREE: ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVEOFFICERS20BENEFICIAL OWNERSHIP OF SECURITIES21EXECUTIVE OFFICERS23COMPENSATION COMMITTEE REPORT25COMPENSATION DISCUSSION & ANALYSIS26EXECUTIVE COMPENSATION38EQUITY COMPENSATION PLAN INFORMATION46CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS47REPORT OF THE AUDIT COMMITTEE49ADDITIONAL INFORMATION50OTHER MATTERS51 JOBY AVIATION, INC.333 Encinal StreetSanta Cruz, CA 95060PROXY STATEMENT2026 ANNUAL MEETING OF STOCKHOLDERSTO BE HELD ON JUNE 2, 2026 INFORMATION ABOUT SOLICITATION AND VOTING The accompanying proxy is solicited on behalf of the board of directors of Joby Aviation, Inc., for