Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 22, 2023, Dr. James Kuffner provided notice to the Board of Directors (the “Board”) of Joby Aviation, Inc. (the “Company”) of his decision to resign from the Board, effective June 30, 2023. Dr. Kuffner’s resignation was not the result of any disagreement with the Company.
Pursuant to a Memorandum of Understanding, dated as of February 20, 2021 (the “MOU”), by and between Toyota Motor Corporation (“Toyota”) and the Company, Toyota has a right to name one designee for election to the Board. The MOU further provides that, if the person serving as Toyota’s designee ceases to serve for any reason, Toyota may designate such person’s successor and the Board will promptly fill the vacancy with such successor designee. Dr. Kuffner is currently serving as the Toyota designee.
In connection with Dr. Kuffner’s resignation, Toyota notified the Company that Tetsuo Ogawa was their selection for successor designee. Accordingly, on June 22, 2023, the Board appointed Tetsuo Ogawa to fill the vacancy created by Dr. Kuffner’s departure. Mr. Ogawa’s term will begin on July 1, 2023, and, as a Class I director, will expire at the Company’s 2025 annual meeting of stockholders. Mr. Ogawa has not been named to any committees of the Board at this time.
As a non-employee director, Mr. Ogawa is entitled to receive compensation paid pursuant to the Company’s Non-Employee Director Compensation Program (the “Program”), which is described in the Company’s Definitive Proxy Statement for its 2023 Annual Meeting of Stockholders filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2023, which description is incorporated herein by reference. Pursuant to the Program, Mr. Ogawa will also receive a prorated annual equity grant based upon the number of days from his appointment through the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”), which will vest in full on the earlier of the date of the 2024 Annual Meeting or June 22, 2024. In addition, the Company will enter into an indemnification agreement with Mr. Ogawa, the form of which has been filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2023.
In 2019, the Company entered into an Amended and Restated Collaboration Agreement with Toyota (the “Collaboration Agreement”), which defined the terms of the parties’ relationship in connection with certain planned collaboration projects. The Collaboration Agreement is filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2023.
In addition, in April 2023, the Company entered into a long-term supply agreement with Toyota to supply key powertrain and actuation components for the production of the Company’s aircraft (the “Supply Agreement”). The Company expects payments under the Supply Agreement to exceed $120,000 for fiscal year 2023. A copy of the Supply Agreement will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023.
Mr. Ogawa is the Operating Officer of Toyota and is President and Chief Executive Officer of Toyota Motor North America, Inc (“TMNA”). Mr. Ogawa does not have any interest in the Collaboration Agreement or the Supply Agreement except by virtue of his position as an officer of Toyota and TMNA.