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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.            )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

 

AEROVIRONMENT, INC.

(Name of Registrant as Specified in Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No Fee Required

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount previously paid:
        
 
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GRAPHIC

Notice of 2014 Annual Meeting

of Stockholders

and Proxy Statement

Friday, October 17, 2014
at 10:00 a.m., local time
Courtyard by Marriott in Monrovia
Grand Ballroom
700 West Huntington Drive
Monrovia, CA 91016

 


TABLE OF CONTENTS

     

Q&A FROM OUR CHAIRMAN AND
CHIEF EXECUTIVE OFFICER

 

 
 

NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS

 

1
 

PROXY SUMMARY

 

3
 

PROXY STATEMENT

 

8
 

GOVERNANCE

 

 
 
Item 1 - Election of Nominees to the Board of Directors   8
Director Qualifications   10
2014 Nominees for Class II Directors   11
Summary of Director Nominees   17
Board of Directors and Committees   19
Director Compensation   25
Director Independence and Related Person Transactions   28
Executive Officers   29

SHARE OWNERSHIP

 

30
 
Ownership of Equity Securities of the Company   30
Section 16(a) Beneficial Ownership Reporting Compliance   32
Equity Compensation Plan Information   32


EXECUTIVE COMPENSATION AND OTHER INFORMATION   33
 
Item 2 - Advisory Vote to Approve Executive Compensation   33
Compensation Committee Report   34
Compensation Discussion and Analysis   34
Executive Compensation Tables   49

AUDIT MATTERS

 

55
 
Audit Committee Report   55
Item 3 - Ratification of Selection of Ernst & Young LLP as Our Independent Registered Public Accounting Firm   56

STOCKHOLDER PROPOSAL

 

58
 
Item 4 - Stockholder Proposal Regarding the Declassification of the Board of Directors   58
Statement Against Stockholder Proposal Regarding Declassification of the Board   60

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

 

62
 

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Q&A FROM OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER

"Throughout the year, we
meet with our stockholders
and discuss a variety of
topics. Frequently received
questions and comments
are addressed below."

Why is the value of your cash and investments so high?

Why is timing of market adoption so hard to predict?

Why are you increasing your investment levels this year?

Are you transitioning away from being a defense contractor to a more commercial business?


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You serve as both Chairman and Chief Executive Officer of the Company. What steps are taken to ensure independent oversight at the board level?


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AEROVIRONMENT, INC.

NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS

     

Dear Stockholders,

We are pleased to invite you to join to the board of directors and executive team of AeroVironment, Inc. (the "company") at our 2014 annual meeting of stockholders. Important information relating to the annual meeting is detailed below:

TIME:   10:00 a.m. Pacific Time on Friday, October 17, 2014.

PLACE:

 

Courtyard by Marriott in Monrovia
Grand Ballroom
700 West Huntington Drive
Monrovia, CA 91016
            Unanimous
Recommendations
of Board
of Directors
 

ITEMS OF BUSINESS:

 

(1)

 

Elect Joseph F. Alibrandi and Stephen F. Page, each to serve as a Class II director for a three-year term;

 

FOR

 

 

(2)

 

Approve by advisory vote the compensation of our Named Executive Officers;

 

FOR

 

 

(3)

 

Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending April 30, 2015;

 

FOR

 

 

(4)

 

Vote on an advisory stockholder proposal seeking the declassification of the board of directors; and

 

AGAINST

 

 

(5)

 

Transact such other business as may properly come before the annual meeting or any adjournments or postponements thereof.

 

 

RECORD DATE:

 

You can vote if you were a stockholder of the company at the close of business on August 25, 2014.

MEETING ADMISSION:

 

Registered Stockholders.    If you are a registered stockholder (i.e., your shares are NOT held in an account at a brokerage firm, bank, dealer or other similar organization), you or your legal representatives attending the meeting must bring an acceptable form of identification to the meeting, such as a driver's license. Legal representatives must also bring copies of any proxy or power of attorney evidencing the legal representative's right to represent the stockholder at the meeting.

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Beneficial Stockholders.    If you are a beneficial stockholder (i.e., your shares are held by a brokerage firm, bank, dealer or similar organization (often referred to as "holding in street name")) you should come to the beneficial stockholders table prior to the meeting. In order to be admitted, beneficial stockholders must bring account statements or letters from their brokers or banks showing that they owned AeroVironment stock as of August 25, 2014. In order to vote at the meeting, beneficial stockholders must bring legal proxies, which they can obtain only from their brokers or banks.

VOTING BY PROXY:

 

Registered Stockholders.    To assure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the annual meeting in person. Instructions for voting by mail are on your proxy card. If you attend the annual meeting, you may also submit your vote in person, and any previous votes that you submitted will be superseded by the vote that you cast at the annual meeting.

 

 

You are urged to date, sign and promptly return the proxy card in the envelope provided to you, or to use the telephone or internet method of voting described in your proxy card, so that if you are unable to attend the meeting your shares can be voted.

 

 

Beneficial Stockholders.    If your shares are held in the name of a broker, bank or other holder of record, follow the voting instructions you receive from the holder of record to vote your shares. Brokers are not permitted to vote your shares at the annual meeting with respect to the election of directors, the advisory vote to approve the compensation of our Named Executive Officers or the advisory vote on the stockholder proposal to declassify the board, without your instructions as to how to vote. Please instruct your broker how to vote your shares using the voting instructions provided by your broker.

 

 

This proxy statement is issued in connection with the solicitation of a proxy on the enclosed form by the board of directors of AeroVironment, Inc. for use at our 2014 annual meeting of stockholders. We will begin distributing this proxy statement, a form of proxy and our 2014 annual report on or about September 10, 2014.

 

 

Thank you for your support.
 

           
SIGNATURE
            Timothy E. Conver
Chairman and Chief Executive Officer
    Monrovia, California
August 28, 2014
   

YOUR VOTE IS IMPORTANT

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON OCTOBER 17, 2014

This notice, the accompanying proxy statement, and our 2014 annual report to stockholders, which
includes our annual report on Form 10-K for the fiscal year ended April 30, 2014, are available on our
website at http://investor.avinc.com.

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   PROXY SUMMARY   

PROXY SUMMARY

This proxy statement is furnished to our stockholders in connection with the solicitation of proxies by the board of directors of AeroVironment, Inc. for our 2014 annual meeting of stockholders to be held on Friday, October 17, 2014, and any adjournments or postponements thereof, for the purposes set forth in the attached notice of annual meeting of stockholders. Our principal executive offices are located at 181 W. Huntington Dr., Suite 202, Monrovia, California 91016. Enclosed with this proxy statement is a copy of our 2014 annual report, which includes our Form 10-K (without exhibits) for the fiscal year ended April 30, 2014. However, the 2014 annual report is not intended to be a part of this proxy statement or a solicitation of proxies.

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider and you should read the entire proxy statement before voting. For more complete information regarding the company's 2014 performance, please review our annual report on Form 10-K for the fiscal year ended April 30, 2014. This proxy statement and the accompanying proxy card are first being distributed to stockholders on or about September 10, 2014.

VOTING AND MEETING INFORMATION


It is important that you vote in order to impact the future of the company. Please carefully review the proxy materials for the 2014 annual meeting of stockholders, which will be held on Friday, October 17, 2014, at 10:00 a.m. local time, at the Grand Ballroom of the Courtyard by Marriott in Monrovia, 700 West Huntington Drive, Monrovia, CA 91016, and follow the instructions below to cast your vote on all of the voting matters.

Who is Eligible to Vote

You are entitled to vote at the 2014 annual meeting of stockholders if you were a stockholder of record at the close of business on August 25, 2014, the record date of the meeting. On the record date, there were 23,356,556 shares of common stock issued and outstanding and entitled to vote at the annual meeting. The holders of our common stock are entitled to one vote per share on any proposal presented at the annual meeting. We have no other voting securities outstanding.

Voting in Advance of the Meeting

Even if you plan to attend the 2014 annual meeting of stockholders in person, please vote right away using one of the following advance voting methods (see page 62 for additional details). Make sure to have your proxy card or voting instruction form in hand and follow the instructions.

You can vote in advance in one of three ways:


GRAPHIC
  Visit the website listed on your proxy card/voting instruction form to vote VIA THE INTERNET


GRAPHIC

 

Call the telephone number on your proxy card/voting instruction form to vote BY TELEPHONE


GRAPHIC

 

Sign, date and return your proxy card/voting instruction form in the enclosed envelope to vote BY MAIL

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   PROXY SUMMARY   

Attending and Voting at the Annual Meeting

All stockholders of record may vote in person at the 2014 annual meeting of stockholders. Beneficial owners may vote in person at the meeting if they have a legal proxy, as described on page 64.

Important Note about Meeting Admission Requirements: If you plan to attend the meeting in person, you should review the important details on admission requirements on page 63.

Electronic Document Delivery

Instead of receiving future copies of our notice of annual meeting, proxy statement and the annual report on Form 10-K by mail, stockholders of record and most beneficial owners can elect to receive an email that will provide electronic links to these documents. Opting to receive our proxy materials online will save us the cost of producing and mailing documents and also will give you an electronic link to the proxy voting site.

Roadmap of Voting Matters

Stockholders are being asked to vote on the following matters at the 2014 annual meeting of stockholders:

          Our Board's
Recommendation


 
    Item 1. Election of Directors (page 8)

The board believes that the combination of qualifications, skills and experiences of the director nominees would contribute to an effective and well-functioning board. The director nominees possess the necessary qualifications to assist the board in providing effective oversight of the business and strategic advice and counsel to the company's management.

      FOR each Director Nominee    
 
    Item 2. Advisory Vote to Approve Executive Compensation (page 33)

The company has designed its compensation programs to align employee rewards with the creation of long-term stockholder value. The company seeks a non-binding advisory vote from its stockholders to approve the compensation of its Named Executive Officers as described in the Compensation Discussion and Analysis section beginning on page 34) and the Compensation Tables section beginning on page 49). The board values stockholder opinions and the Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.

    FOR  
 
    Item 3. Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm (page 56)

The Audit Committee has appointed Ernst & Young LLP to serve as Independent Auditors for the fiscal year ending April 30, 2015. The Audit Committee and the board believe that the continued retention of Ernst & Young LLP to serve as the independent registered public accounting firm is in the best interests of the company and its stockholders. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee's selection of the independent registered public accounting firm.

      FOR    
 
    Item 4. Stockholder Proposal Seeking the Declassification of the Board of Directors (page 58)

The Nominating and Corporate Governance Committee believes that a classified board structure continues to be in the best interests of the company and our stockholders. The company seeks a non-binding advisory vote from its stockholders on the stockholder proposal to declassify the board as described in the Stockholder Proposal section beginning on page 58. Although the board recommends AGAINST this vote, it values stockholder opinions and will take into account the outcome of the advisory vote.

    AGAINST  
 

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   PROXY SUMMARY  

QUESTIONS AND ANSWERS (PAGE 62)


Please see the Questions and Answers section beginning on page 62 for important information about the proxy materials, voting, the annual meeting, company documents, communications and the deadlines to submit stockholder proposals for the 2015 annual meeting of stockholders. Additional questions may be directed to Investor Relations at 626 357-9983 X4245 or investorrelations@avinc.com.

GOVERNANCE – BOARD OF DIRECTORS AND COMMITTEES (PAGE 19)


The company is committed to good corporate governance, which promotes the long-term interests of stockholders, strengthens board and management accountability and helps build public trust in the company. Highlights of our governance practices include:

High proportion of independent directors (5 of 7)

Director resignations required from directors elected by less than a majority of votes cast

Lead Independent Director

Independent Audit, Compensation and Nominating and Corporate Governance Committees

Regular executive sessions of independent directors

Regular board and committee self-evaluations

Active stockholder engagement

Anti-hedging and anti-short sale policies

Executive compensation driven by pay-for-performance philosophy

Share ownership guidelines and share retention policy for executives and directors

Compensation recovery policy for executives

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   PROXY SUMMARY   

DIRECTOR NOMINEES AND OTHER DIRECTORS (PAGES 12-18)


 

 

 

Name

  Age
  Director
Since


  Primary Experience
  Committee
Membership


  # of
Other
Public
Company
Boards





 
 

 

 

Director Nominees

                                           
 

 

 

Joseph F. Alibrandi*1

    85     1999     Former Chairman of the Board and Chief Executive Officer of Whittaker Corp. and former director of public companies     A, NCG     0  
 

 

 

Stephen F. Page*2

      74       2013       Former Chief Financial Officer of United Technologies Corporation and Chief Executive Officer of its Otis Elevator division and former director of public companies       L, A, NCG       0    
 

 

 

Other Directors

                     
 

 

 

Charles Thomas Burbage*

      66       2013       Former Executive Vice President and General Manager, Joint Strike Fighter Program of Lockheed Martin       C, NCG       0    
 

 

 

Timothy E. Conver

    70     1988     Chairman of the Board and Chief Executive Officer of the company     E     0  
 

 

 

Arnold L. Fishman*

      69       1998       Founder and Chairman of the Board of Lieberman Research Worldwide       C, E       0    
 

 

 

Charles Holland

    68     2004     Retired Air Force General and defense industry consultant         0  
 

 

 

Edward R. Muller*

      62       2013       Vice Chairman of the Board of NRG Energy, Inc., former Chairman and Chief Executive Officer of GenOn Energy Inc. and current and former director of public companies       A, C       2    
 

* = Independent Director

L = Lead Independent Director

A = Audit Committee

C = Compensation Committee

E = Executive Committee

NCG = Nominating and Corporate Governance Committee

1.
If re-elected, Mr. Alibrandi will serve on the Audit Committee and the Nominating and Corporate Governance Committee.

2.
If re-elected, Mr. Page will serve on the Audit Committee and the Nominating and Corporate Governance Committee and is expected to continue serving as the Lead Independent Director.

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   PROXY SUMMARY  

FY2014 COMPENSATION (PAGE 34)


Set forth below is the compensation of each Named Executive Officer as determined under the rules of the Securities and Exchange Commission, or the SEC, for the fiscal year ended April 30, 2014. The complete Summary Compensation Table containing the compensation of our Named Executive Officers for fiscal years 2012, 2013 and 2014, including footnotes with important disclosures and detail, appears on page 49. This summary table is not complete and you should read the Summary Compensation Table and the Executive Compensation and Other Information section in its entirey for complete information on the compensation paid to our Named Executive Officers.

Name and Principal Positions
  Year
  Salary
($)

  Bonus
($)

  Non-Equity
Incentive Plan
Compensation
($)

  Stock
Awards
($)

  Option
Awards
($)

  All Other
Compensation
($)

  Total
($)

 

Timothy E. Conver

  2014   510,016     306,204   690,900   453,764   24,450   1,985,334  

President, Chairman and Chief Executive Officer

                                 

Jikun Kim

    2014     290,779         134,490             15,364     440,633  

Senior Vice President and Chief Financial Officer

                                                 

Roy Minson

  2014   285,002     154,003       15,273   454,278  

Senior Vice President and General Manager, Unmanned Aircraft Systems

                                 

Wahid Nawabi

    2014     280,390     264,968 1   129,686             51,363     726,407  

Senior Vice President and General Manager, Efficient Energy Systems

                                                 

Tom Herring2

  2014   300,019           236,271   536,290  

Former Senior Vice President and Chief Operating Officer

                                 
1
In February 2013, we entered into an agreement with Mr. Nawabi pursuant to which we agreed to provide him with up to $300,000 in relocation benefits. The amount in this column represents the remaining portion of the relocation benefit earned by Mr. Nawabi during fiscal year 2014 after reimbursement for relocation costs incurred during fiscal year 2014 (which amounts are reflected in the "All Other Compensation" column), which amount was paid to Mr. Nawabi in August 2014.

2
Mr. Herring's employment with the Company terminated on April 30, 2014.

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   ITEM 1 ELECTION OF NOMINEES TO THE BOARD OF DIRECTORS   

ITEM 1—
ELECTION OF NOMINEES TO THE BOARD OF DIRECTORS

 

Our board of directors consists of seven members and is divided into three classes of directors serving staggered three-year terms. Directors for each class are elected at the annual meeting of stockholders held in the year in which the term for their class expires and hold office until their resignation or removal or their successors are duly elected and qualified. In accordance with our certificate of incorporation and bylaws, our board of directors may fill existing vacancies on the board of directors by appointment.

The term of office of the Class II directors will expire at the annual meeting. At the recommendation of the Nominating and Corporate Governance Committee, our board of directors proposes the election of Joseph F. Alibrandi and Stephen F. Page. Both nominees currently serve as Class II directors. Mr. Alibrandi was elected by stockholders at the 2011 annual meeting of stockholders. Mr. Page was appointed to the board of directors in April 2013.

Joseph A. Alibrandi

Stephen F. Page

Mr. Alibrandi and Mr. Page have indicated their willingness to serve if elected. If Mr. Alibrandi or Mr. Page becomes unable to serve or for good cause will not serve, the individuals named as proxies on the enclosed proxy card will vote the shares that they represent for the election of such other persons as the board may recommend, unless the board reduces the number of directors. There are currently two Class III directors, whose terms expire at the annual meeting of

stockholders in 2015, and three Class I directors, whose terms expire at the annual meeting of stockholders in 2016.

Unless otherwise instructed, the proxy holders will vote the proxies received by them for the nominees named above. If voting instructions are received, the proxy holders will vote the proxy cards received by them in accordance with the instructions received. In no event may the proxy holders vote for the election of more than two nominees. We have no reason to believe that the nominees will be unable or unwilling to serve if elected as directors.

The principal occupation and certain other information about the nominees, our other directors and our executive officers are set forth on the following pages.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE THE PROXY CARD "FOR" THE ELECTION OF THE TWO BOARD NOMINEES LISTED ABOVE.

Withholdings will be counted as present for the purposes of this vote but are not counted as votes cast. Broker non-votes will not be counted as present and are not entitled to vote on the proposal.

Election Process and Voting Standard


 

There are no limits on the number of terms a director may serve because term limits may cause the loss of experience and expertise important to the optimal operation of our board of directors. However, to ensure that the board remains composed of high-functioning members able to keep their commitments to board service, the Nominating and Corporate Governance Committee evaluates the qualifications and considers

the performance of each incumbent director before recommending the nomination of that director for an additional term. Our Corporate Governance Guidelines provide that, in an election of directors where the number of nominees does not exceed the number of directors to be elected, each director must receive a majority of the votes cast with respect to that director. If a director is not elected by a majority of votes cast,

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   ITEM 1 ELECTION OF NOMINEES TO THE BOARD OF DIRECTORS  

 

he or she has agreed to submit a letter of resignation to the board of directors. The Nominating and Corporate Governance Committee will make a recommendation to the board on whether to accept or reject the resignation, or whether other action should be taken. The board will act on the resignation taking into account the recommendation of the Nominating and Corporate Governance Committee and publicly disclose its decision and rationale within 100 days of the certification of the election results. The director who tenders the resignation will not participate in the decisions of the Nominating and Corporate

Governance Committee or the board that concern the resignation.

In addition, pursuant to our Corporate Governance Guidelines, a director whose job responsibilities change may be asked to submit a letter of resignation to the board. The board may request such a resignation letter if continuing service on the board by the individual is not consistent with the criteria deemed necessary for continuing service on the board.

Director Nominations


 

The Nominating and Corporate Governance Committee is responsible for identifying and evaluating nominees for director and for recommending to the board a slate of nominees for the class of directors to be elected at each annual meeting of stockholders. Nominees may be suggested by directors, members of management or stockholders.

Stockholders who would like to have their recommendations for nominees for directors be considered by the Nominating and Corporate

Governance Committee should submit their recommendations in writing by mail to the Nominating and Corporate Governance Committee in care of the Office of the Corporate Secretary, AeroVironment, Inc., 181 W. Huntington Drive, Suite 202, Monrovia, California 91016 or by email to corporatesecretary@avinc.com. Recommendations by stockholders that are made in accordance with these procedures will receive the same consideration as other nominees.

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   DIRECTOR QUALIFICATIONS   


DIRECTOR QUALIFICATIONS

 

Directors are responsible for overseeing the company's business consistent with their fiduciary duty to stockholders. This significant responsibility requires highly skilled individuals with various qualities, attributes and professional experience. The board believes that there are general requirements that are applicable to all directors and others skills and experience that only need to be represented on the

board as a whole, but not necessarily possessed by each director. The board and the Nominating and Corporate Governance Committee consider the qualifications of directors and director candidates individually and in the broader context of the board's overall composition and the company's current and future needs.

Qualifications Required of All Directors


 

In its assessment of each potential director nominee, the Nominating and Corporate Governance Committee considers the nominee's judgment, integrity, experience, independence, understanding of the company's business or related industries and such other factors as the Nominating and Corporate Governance Committee determines are pertinent in light of the current needs of the board. The Nominating and Corporate Governance Committee also takes into account the ability of a potential nominee to devote the time and effort necessary to fulfill the responsibilities of a director to the company. The board and the Nominating and Corporate Governance Committee require that each director be a recognized person of high integrity, ethics and values, have a proven record of success and demonstrate respect for corporate governance requirements and practices. Each director must also demonstrate innovative thinking and an entrepreneurial spirit; these qualities are essential to the board's ability to maintain the company's culture of innovation. In addition, the board conducts interviews of potential director candidates to assess intangible qualities, including the individual's ability to ask difficult questions while maintaining collegiality.

Specific Qualifications, Attributes, Skills and Experience to be Represented on the Board

The board has identified particular qualifications, attributes, skills and experience that are important to be represented on the board as a whole, in light of the company's current needs and the business priorities. The following bullets summarize important qualifications, attributes, skills and experience that the board believes should be represented on the board:

experience as chief executive officer, president or executive management of a public or large private company;

extensive knowledge of the company's business;

aerospace and defense industry expertise;

alternative energy, automotive or other relevant industry expertise;

global and international experience;

strategic development experience, including mergers, acquisitions and other strategic transactions;

diversity of expertise and experience, including substantive matters pertaining to our business; and

high level of financial literacy and experience.

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   2014 NOMINEES FOR CLASS II DIRECTORS   


2014 NOMINEES FOR CLASS II DIRECTORS

 

The board and the Nominating and Corporate Governance Committee believe that the combination of the various qualifications, skills and experience of the director nominees would contribute to an effective and well-functioning board. They also believe that the combination of the various qualifications, skills and experiences of the director nominees individually, and when combined with the other directors, will create a board possessing the necessary qualifications to provide effective oversight of the business and

strategic advice and counsel to the company's management.

Included in the biographies of the director nominees and the other directors below is an assessment of the specific qualifications, attributes, skills and experiences that such director nominees and the other members of the board provide to the board of directors and the company.

11


   2014 NOMINEES FOR CLASS II DIRECTORS   

Director Nominees


    Joseph F. Alibrandi
    Director since:       1999    
    Age:       85    
    Board Committees:       Chair of Audit Committee and member of Nominating and Corporate Governance Committee    
    Summary of Experience       Mr. Alibrandi has served as a member of our board of directors since 1999. Previously Mr. Alibrandi served for roughly 20 years as the Chief Executive Officer of Whittaker Corporation, a conglomerate with activities in aerospace, chemicals, healthcare and metals. Mr. Alibrandi served as a director of BancAmerica Corporation, Burlington Northern Santa Fe Corp., Jacobs Engineering Group Inc., Catellus Development Corp., as Chairman of the Federal Reserve Bank of San Francisco, the International Policy Committee of the U.S. Chamber of Commerce, the California Business Roundtable's Task Force on Education and as Co-Chairman of President Reagan's Grace Commission. Mr. Alibrandi received a B.S. in mechanical engineering from Massachusetts Institute of Technology.    
    Specific Qualifications, Attributes, Skills and Experience:    
   
GRAPHIC

    
      Chief Executive Officer and Executive Experience
Mr. Alibrandi brings to our board his experience as Chief Executive Officer of Whittaker Corporation, a corporation with similar business characteristics to the company.
   
   
GRAPHIC

    
      Extensive Knowledge of the Company's Business
From his 15 year tenure on the board, Mr. Alibrandi has an extensive knowledge and understanding of our business, which provides a valuable perspective to the board of directors.
   
   
GRAPHIC

    
      Extensive Defense Industry Experience
Mr. Alibrandi has extensive knowledge and experience in the defense industry from having served for approximately 20 years as Chief Executive Officer of a company with a substantial defense business. His understanding of the very complex business and regulatory requirements applicable to the company's defense business is valuable to the company.
   
   
GRAPHIC

    
      Public Company Board Experience
Having previously served as a director of numerous public company boards in a wide range of industries, Mr. Alibrandi brings strong corporate governance and board leadership experience to the company.
   
   
GRAPHIC

    
      Financial Expertise
From his experience as Chairman of the Federal Reserve Bank, as Chief Executive Officer of a public company and as a member of the Audit Committee of other public companies, Mr. Alibrandi brings a wealth of financial and accounting knowledge and experience to our board of directors and the Audit Committee.
   
    Stephen F. Page
    Director since:       2013    
    Age:       74    
    Board Committees and Leadership:       Lead Independent Director, member of Audit Committee and Chair of Nominating and Corporate Governance Committee    
    Summary of Experience       Mr. Page has served as member of our board of directors since 2013. Mr. Page has served on the board of directors and audit committees of Lowe's Companies, Inc., a home improvement retailer, from 2003 to 2012, PACCAR, Inc., one of the largest manufacturers of medium and heavy duty trucks in the world, from 2004 to 2012, and Liberty Mutual Holding Company Inc., one of the largest property and casualty insurance companies in the U.S., where he was lead director. Before retiring in 2004, Mr. Page served in many leadership roles at United Technologies Corporation, a provider of high-technology products and services to the global aerospace and building systems industries, including director, Vice Chairman and Chief Financial Officer, and President and Chief Executive Officer of Otis Elevator, an $8 billion division of United Technologies. Mr. Page holds a B.S. in business administration from Loyola Marymount University and J.D. from Loyola Law School.    

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   2014 NOMINEES FOR CLASS II DIRECTORS  

                 
    Specific Qualifications, Attributes, Skills and Experience:    
   
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      Chief Executive Officer and Executive Experience
Mr. Page has extensive executive leadership experience at large public companies. He served as Chief Financial Officer of United Technologies, a global provider of high-technology products and support services in the aerospace and building industries with current revenues of over $60 billion, and he also served as Chief Executive Officer of Otis Elevator, an $8 billion revenue operating unit of United Technologies, as Chief Financial Officer of Black & Decker Corporation, a manufacturer of power tools, and as General Counsel of the McCullough Corporation subsidiary of Black & Decker.
   
   
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      Extensive Global or International Business Experience
Mr. Page gained extensive experience leading international businesses in his executive leadership roles at United Technologies, and as a director of PACCAR. This international business experience is extremely valuable to us as international business becomes an increasingly important component of our business.
   
   
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      Defense and Related Industry Experience
In his leadership roles at United Technologies, Mr. Page brings highly relevant experience to our military focused unmanned aircraft systems business. As a director of PACCAR, one of the world's largest manufacturers of medium and heavy-duty trucks, Mr. Page gained experience relevant to our electric vehicle products.
   
   
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      Public Company Board Experience
Mr. Page's service as Vice Chairman of United Technologies and as the Lead Independent Director at Liberty Mutual and his experience as a director of United Technologies, PACCAR and Lowe's provides us with valuable corporate governance and board leadership experience.
   
   
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      Financial Expertise
Having served as Chief Financial Officer of two major public companies and as Audit Committee Chair of Lowe's, PACCAR and Liberty Mutual, Mr. Page brings a wealth of financial, capital allocation and audit committee experience to the company and the board.
   

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Continuing Directors


    Charles Thomas Burbage
    Director since:       2013    
    Age:       66    
    Board Committees and Leadership:       Member of Compensation Committee and Nominating and Corporate Governance Committee    
    Summary of Experience       Mr. Burbage has served as a member of our board of directors since 2013. Mr. Burbage retired from Lockheed Martin Aeronautics Company in April 2013, after a 33-year career during which he served most recently as Executive Vice President and General Manager, Joint Strike Fighter Program from 2000 to 2013. Mr. Burbage also served on active duty in the U.S. Navy as a Naval aviator and recorded more than 3,000 flight hours in 38 types of military aircraft before retiring as a Captain in the U.S. Naval Reserve in 1994. Mr. Burbage received a B.S. in aerospace engineering from the U.S. Naval Academy and holds an M.S. in aeronautical systems from the University of West Florida and an M.B.A. from the University of California, Los Angeles.    
    Specific Qualifications, Attributes, Skills and Experience:    
   
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      Chief Executive Officer or Executive Experience
Mr. Burbage was the Lockheed Martin executive responsible for the F-35 Joint Strike Fighter program from its inception to adoption. He brings to the board the experience of managing a complex global program involving U.S. military and international customers and global industrial partners.
   
   
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      Extensive Global or International Business Experience
Mr. Burbage's leadership of the F-35 Joint Strike Fighter program involved international business development activities on a global basis. The F-35 was sold to more than 10 countries and involved a global manufacturing capability. This experience is particularly relevant to us as we pursue larger and more complex international business opportunities.
   
   
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      Defense Industry Related Experience
In addition to decades of experience as an executive of Lockheed Martin, Mr. Burbage previously served as a Naval aviator and test pilot. He received numerous industry awards, including the U.S. Naval Academy/Harvard Business Review Award for Ethical Leadership. His defense industry and Naval officer experience provides important insights to the board on our largest business and customer set.
   
   
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      Science, Technology and Innovation Experience
Mr. Burbage has an extensive engineering background. He has a B.S. in aeronautical engineering from the U.S. Naval Academy and an M.S. in aeronautical systems from the University of West Florida. He applied this technical and engineering knowledge as a Naval aviator and in his management roles at Lockheed Martin. This background and experience is critically important to the board because of the innovative nature and technical complexity of our products.
   
    Timothy E. Conver

    Director since:       1988    
    Age:       70    
    Board Committees and Leadership:       Member of Executive Committee    
    Summary of Experience       Mr. Conver has served as our President since November 1990 and as our Chief Executive Officer since 1992. Prior to joining AeroVironment, Mr. Conver served as President of Whittaker Electronic Resources, a supplier of engineered products for military electronics and industrial instrumentation, for 10 years. Mr. Conver is a graduate of the University of Montana and received his M.B.A. from the University of California, Los Angeles.    
    Specific Qualifications, Attributes, Skills and Experience:    
   
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      Chief Executive Officer and Executive Experience
Mr. Conver has extensive executive leadership experience, having served as the Chief Executive Officer of the company for over 20 years and as President of Whittaker Electronic Resources for 10 years.
   
   
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      Extensive Knowledge of the Company's Business
His knowledge of all aspects of our business and history and his extensive experience managing companies providing high-technology solutions to military industrial customers, combined with his drive for practical innovation and focus on current and future customer needs, position him well to serve as our Chairman, President and Chief Executive Officer.
   
               

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      Defense Industry Experience
Mr. Conver's extensive knowledge and experience in the defense industry was gained through a long and successful career focused on providing high-technology products and innovation to military customers.
   
    Arnold L. Fishman

    Director since:       1998    
    Age:       69    
    Board Committees and Leadership:       Chair of Compensation Committee    
    Summary of Experience       Mr. Fishman has served as a member of our board of directors since 1998. Mr. Fishman is the Founder of Lieberman Research worldwide, a leading market research firm in the western United States, and Interviewing Service of America, a supplier of market survey services. Mr. Fishman has served as the Chairman of Lieberman Research Worldwide and Interviewing Service of America since 1979 and 1983, respectively. Mr. Fishman received his B.S. in psychology from Brooklyn College.    
    Specific Qualifications, Attributes, Skills and Experience:
   
   
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      Chief Executive Officer and Executive Experience
Mr. Fishman has extensive executive experience as the founder of a market research business and market survey business that has grown under his leadership to a company that now conducts market research in over 80 countries around the world.
   
   
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      Extensive Knowledge of the Company
Mr. Fishman has extensive knowledge and understanding of the company's business, products and personnel gained from 16 years of service as a director.
   
   
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      Related Industry Experience—Marketing and Communication
Mr. Fishman brings to the board critical insight into purchasing behaviors and communications and their relationship to successful business decision-making, which is important to our expanding commercial and consumer products businesses.
   
   
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      Science, Technology and Innovation Experience
Mr. Fishman has a track record of successfully developing and implementing innovative business models and practices as an entrepreneur, having founded and led several innovative market research businesses. Mr. Fishman also represented a major film production studio in Croatia and created various innovative film financing vehicles supporting coproductions with major US studios. This background and experience provides an important perspective to the board given the company's innovative culture and long history of successful innovation.
   
    Charles Holland

    Director since:       2004    
    Age:       68    
    Board Committees and Leadership:            
    Summary of Experience       General Holland has served as a member of our board of directors since 2004. General Holland retired as Commander, Headquarters U.S. Special Operations Command in November 2003 and currently serves as an independent consultant for various entities. Mr. Holland has been a consultant of the company since February 2004. Prior to his retirement, Mr. Holland was responsible for all special operations forces of the Army, Navy and Air Force, both active duty and reserve. Mr. Holland entered the United States Air Force in 1968. He has commanded a squadron, two Air Force wings, served as Deputy Commanding General of the Joint Special Operations Command, and was Commander of the Special Operations Command, Pacific. Prior to commanding USSOCOM, he commanded the Air Force Special Operations and was the Vice Commander of U.S. Air Forces in Europe. Mr. Holland serves on the board of directors of a number of private companies in the defense industry, including General Atomics, SELEX Galileo, Inc., Augusta Westland N.A. Inc., TENAX Aerospace and Protonex Technology Corporation and on the Executive Advisory Board of Cubic Defense Applications Incorporated. Mr. Holland has a B.S. in aeronautical engineering from the U.S. Air Force Academy, an M.S. in business management from Troy State University (W. Germany) and an M.S. in astronautical engineering from the Air Force Institute of Technology.    

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    Specific Qualifications, Attributes, Skills and Experience:
   
   
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      Defense Industry and Senior Military Experience
Mr. Holland brings to the board of directors his perspective and expertise as a warfighter and senior commander and as a senior consultant to the defense industry. He offers critical insight into the needs and demands of our Unmanned Aircraft System customers.
   
   
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      Extensive Knowledge of the Company
As a result of General Holland's years of experience as a director and his service as a consultant to the company, he has extensive knowledge of the our products, business and personnel which provides a valuable perspective to the board.
   
   
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      Extensive Global or International Business Experience
As a result of his military service and consulting services, General Holland has extensive international business experience, including knowledge of international military customers, which provides the board with a valuable perspective.
   
    Edward R. Muller

    Director since:       2013    
    Age:       62    
    Board Committees and Leadership:       Member of Audit Committee and Nominating and Corporate Governance Committee    
    Summary of Experience       Mr. Muller has served as a member of our board of directors since 2013. Mr. Muller has served as Vice Chairman of NRG Energy, Inc., or NRG, a U.S. based energy production and distribution company since December 2012. Prior to the merger in 2012 of NRG and GenOn Energy Inc., Mr. Muller served as the chairman and chief executive of GenOn, which also produced and sold electricity in the United States. From 2005 to 2010, Mr. Muller was chairman and chief executive of Mirant Corporation, which produced and sold electricity in the United States and internationally. Previously, Mr. Muller served as president and chief executive officer of Edison Mission Energy until 2000, which had major international activities. Mr. Muller previously was vice president, chief financial officer, general counsel and secretary of Whittaker Corporation, a conglomerate with activities in aerospace, chemicals, healthcare and metals. Mr. Muller serves as a director of Transocean Ltd., an offshore oil and gas driller, and previously served as a director of Contact Energy, Ltd., Edison Mission Energy, Interval, Inc., Oasis Residential, Inc., Ormat Technologies, Inc., RealEnergy, Inc., RigNet Inc., Strategic DataCorp., The Keith Companies, Inc., and Whittaker Corp. Mr. Muller is a member of the Council on Foreign Relations, the Pacific Council on International Policy and the Board of Trustees of the Riverview School (which he chaired for four years), and previously was Chairman of the U.S. — Philippines Business Committee and Co-Chairman of the International Energy Development Council. Mr. Muller received his undergraduate degree from Dartmouth College and a J.D. from Yale Law School.    
    Specific Qualifications, Attributes, Skills and Experience:    
   
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      Chief Executive Officer and Executive Experience
Mr. Muller brings broad and extensive executive leadership experience to our board, having served as Chief Executive Officer of large energy and production companies for more than 15 years and as Chief Financial Officer and General Counsel of Whittaker Corporation.
   
   
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      Related Industry Experience—Energy
Mr. Muller provides the board with an intimate understanding of the U.S. and global electricity production and distribution industry in support of the company's electric vehicle strategy, international business operations, multi-product portfolio strategy and commercial applications for unmanned systems.
   
   
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      Public Company Board Experience
Serving or having served as a director of 11 different public companies, Mr. Muller brings tremendous business and corporate governance oversight experience to the company and its board.
   
   
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      Financial Expertise
Mr. Muller has extensive financial and accounting experience as a Chief Executive Officer of several energy companies and as Chief Financial Officer of Whittaker Corporation and from serving on numerous public company audit committees. Our board and Audit Committee benefit from Mr. Muller's extensive financial and accounting experience.
   
   
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      Extensive Global or International Business Experience
Mr. Muller has extensive international business experience and is a recognized expert on international policy and energy development. Besides his substantial international business experience as a TransOcean director, Mr. Muller serves as a Member of the Council on Foreign Relations, the Pacific Council on International Policy and was previously Chairman of the U.S. Philippines Business Committee and Co-Chairman of the International Energy Development Council.
   

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Table of Contents

   2014 NOMINEES FOR CLASS II DIRECTORS   

SUMMARY OF DIRECTOR NOMINEES


 

The following information and graphics summarizes the qualifications of the nominees for Class II director and the other members of the board. Based on a careful assessment, the Nominating and Corporate Governance Committee and the board concluded that each nominee is qualified to serve as a director and that the collective board including the nominees for election possess the necessary qualifications, attributes, skills and experience to provide effective oversight of the business and provide strategic advice and counsel to the company's management.

All nominees and other directors exhibit:

  High integrity     Innovative thinking


 

Proven record of success

 


 

Knowledge of corporate governance

Our director nominees and other directors bring a balance of important skills to our boardroom

The fact that an item is not highlighted for a director does not mean that the director does not possess that qualification, attribute, skill or experience.

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   2014 NOMINEES FOR CLASS II DIRECTORS   

Our director nominees and other directors provide an effective mix of experience and fresh perspective


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   2014 NOMINEES FOR CLASS II DIRECTORS  

BOARD OF DIRECTORS AND COMMITTEES


Board Leadership Structure

 

The company's governance framework provides the board with flexibility to select the appropriate leadership structure for the company. In making leadership structure determinations, the board considers many factors including the specific needs of the business and what is in the best interests of the company's stockholders. The current leadership structure is comprised of a combined Chairman of the Board and Chief Executive Officer, an independent director serving as Lead Independent Director and strong, active independent directors. The board believes this structure provides an effective balance between strong company leadership and appropriate safeguards and oversight by independent directors.

Board Leadership Structure:

Chairman of the Board and Chief Executive Officer: Timothy E. Conver

Lead Independent Director: Stephen F. Page

Committees led by independent directors

Active engagement by all directors

The board believes this is the optimal structure to guide the company and maintain the focus required to achieve the business goals. The Chairman of the Board presides over meetings of the board, presides over meetings of stockholders and consults and advises the board and its committees on the business and affairs of the company, and performs such other duties as may be assigned by the board. The Chief Executive Officer is in general charge of the affairs of the company and its committees and subject to the powers reserved to the board.

The Lead Independent Director has the following role and responsibilities:

presides at all meetings of the board or stockholders at which the Chairman of the Board is not present;

serves as a liaison on board-related issues between the Chairman of the Board and the independent directors;

reviews and provides input to the Chairman of the Board regarding the nature, scope and timeliness of information that management provides to the board;

reviews and provides input to the Chairman of the Board regarding the agendas for board meetings and the annual schedule of board meetings;

approves meeting schedules to help ensure that sufficient time is allocated for discussion of agenda items;

presides at meetings of the independent directors and apprises the Chairman of the Board of the issues discussed, as appropriate; and

performs such other duties as the board may from time to time delegate.

Each year, the board designates an independent director to serve as the Lead Independent Director on the board. The designation of a Lead Independent Director is for a one-year term and a Lead Independent Director may be eligible for re-election at the end of that term. Designation as such does not impose on the Lead Independent Director any obligation or standard greater than or different from those of the company's other directors.

Importantly, all directors play an active role in overseeing the company's business both at the board and committee levels. The 2014 director nominees consist of two Class II director nominees, both of whom are independent directors, with substantial experience as chief executive officer or chief financial officer of public companies in industries related to the company's business and as directors of major public companies.

As set forth in the company's Corporate Governance Guidelines, regularly scheduled executive sessions are held at least twice per year and at least one executive session of independent directors is held per year. These meetings allow non-employee directors to discuss issues of importance to the company, including the business and affairs of the company, as well as matters concerning management, without any member of management present. In addition, the independent directors meet in executive session several times a year at regularly scheduled board meetings. Independent directors chair all of the board committees, which are described below.

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The board believes that this leadership structure – a combined Chairman of the Board and Chief Executive Officer, a Lead Independent Director, active and strong non-employee directors and committees led by independent directors – is effective and currently serves the business and our stockholders well. It provides a single leader who is understood by our employees, customers, business partners and stockholders as providing strong leadership for the company. It enhances our ability and agility to manage resources and provides the focus required to implement our complex business strategy in fast-moving and emerging markets. In addition, the board believes that Mr. Conver's interest as a significant stockholder is strongly aligned with his fiduciary duty as a director and Chairman of the Board.

Role in Risk Oversight

Our board of directors is responsible for overseeing our risk management. The board delegates many of these functions to the Audit Committee. Under its charter, the Audit Committee is responsible for discussing with management the company's policies with respect to risk assessment and risk management. The committee is chartered to discuss with management our significant risk exposures and the actions management has taken to limit, monitor or control such exposures. In addition to the Audit Committee's work in overseeing risk management, our full board engages in discussions of the most significant risks that we face and how these risks are being managed.

Board Meetings

Under the company's bylaws, regular meetings of the board are held at such times as the board may determine. Special meetings of the board may be called by the Chairman of the Board or the President on 48 hours' notice to each director or by the President or the Corporate Secretary after receiving a written request of two directors on 48 hours' notice.

Board Committees

The board has an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and an Executive Committee. The board has adopted a written charter for each of these committees which is available on the company's

website www.avinc.com by clicking on "Investors" and then "Corporate Governance." All of the members of each of these standing committees other than the Executive Committee meet the criteria for independence prescribed by the SEC and Nasdaq. The information contained on our website is not incorporated by reference into, and does not form a part of, this proxy statement. Our board of directors may establish other committees to facilitate the management of our business. Additional information about the committees is provided below.

Audit Committee

Committee Chair:   Joseph F. Alibrandi

Other Committee Members:

 

Edward R. Muller and Stephen F. Page

Meetings held in 2014:

 

5

The board has determined that Mr. Alibrandi, Mr. Muller and Mr. Page all qualify as audit committee financial experts as defined by the rules of the SEC. Our Audit Committee's main function is to oversee our accounting and financial reporting processes, internal systems of control, independent registered public accounting firm relationships and the audits of our financial statements. This committee's responsibilities include:

selecting and hiring our independent registered public accounting firm;

evaluating the qualifications, independence and performance of our independent registered public accounting firm;

reviewing and approving the audit and non-audit services to be performed by our independent registered public accounting firm;

reviewing the design, adequacy, implementation and effectiveness of our internal controls established for finance, accounting, legal compliance and ethics;

reviewing the design, adequacy, implementation and effectiveness of our critical accounting and financial policies;

overseeing and monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;

reviewing with management and our independent registered public accounting firm our annual and quarterly financial statements;

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   2014 NOMINEES FOR CLASS II DIRECTORS  

 

reviewing with management and our independent registered public accounting firm any earnings announcements or other public announcements concerning our operating results;

establishing procedures for the receipt, retention and treatment of complaints (including procedures for receiving and handling complaints on a confidential and anonymous basis) regarding accounting, internal accounting controls or auditing matters, including employee concerns regarding questionable accounting or auditing matters;

preparing the audit committee report that the SEC requires in our annual proxy statements; and

reviewing and approving any related party transactions.

The Code of Business Conduct and Ethics, or code of conduct, is our code of ethics for directors, executive officers and employees. Any amendment to the code of conduct that applies to our directors or executive officers may be made only by the board or a board committee and will be disclosed on our website. The code of conduct is available at http://investor.avinc.com. The Audit Committee charter and the code of conduct are also available in print to any stockholder who requests them.

Compensation Committee

Committee Chair:   Arnold L. Fishman

Other Committee Members:

 

Charles Thomas Burbage and Edward R. Muller

Meetings held in 2014:

 

5

Our Compensation Committee's purpose is to assist our board of directors in determining the development plans and compensation for our senior management and the compensation to be paid to directors for board and committee service. The Compensation Committee of our board is comprised of three independent directors. The Compensation Committee's responsibilities with respect to executive compensation are:

to review our compensation philosophy;

to review and recommend to the board corporate goals and objectives relating to the compensation of our Chief Executive Officer, evaluate the performance of our Chief Executive Officer in light of those goals and objectives and review and recommend to the board the compensation of our Chief Executive Officer (unless such decisions require approval by our

Compensation Committee to the extent such compensation is intended to be qualified performance-based compensation for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code);

to review and approve all compensation of our executive officers and all other officers subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act;

to review all executive officers' employment agreements and severance arrangements;

to review all annual bonus, long-term incentive compensation, stock option, employee pension and welfare benefit plans;

to review and approve the Compensation Discussion and Analysis contained in this proxy statement; and

to review and approve executive officer indemnification and insurance matters.

In addition, the Compensation Committee is responsible for the general administration of all executive compensation plans, including:

setting performance goals for our executive officers and reviewing their performance against these goals;

approving all amendments to, and terminations of, all compensation plans and any awards under such plans;

granting awards under any performance-based annual bonus, long-term incentive compensation and equity compensation plans to executive officers; and

making recommendations to the board with respect to awards for directors under our equity incentive plans.

In addition, the Compensation Committee has the sole authority, in accordance with applicable securities laws, rules and regulations and Nasdaq listing standards, to retain and/or replace, as needed, any independent counsel, compensation and benefits consultants and other outside experts or advisors as the Compensation Committee believes to be necessary or appropriate. The Compensation Committee is responsible for the appointment, compensation and oversight of the work of any compensation advisors retained by the Compensation Committee. Subject to any exceptions under the Nasdaq listing standards, prior to selection and engagement of any compensation advisor, the

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Compensation Committee will undertake an analysis of the independence of each such compensation advisor under the independence factors specified in the applicable requirements of the Exchange Act and the Nasdaq listing standards. The company will provide for appropriate funding, as determined by the Compensation Committee in its sole discretion, for payment of compensation to any compensation advisors retained by the Compensation Committee.

Compensation Committee Interlocks and Insider Participation

The current members of our Compensation Committee are Arnold L. Fishman, Charles Thomas Burbage, and Edward R. Muller. During fiscal year 2014 until October 4, 2013, the date of the 2013 annual meeting of stockholders, Kenneth R. Baker and Murray Gell-Mann served as members of the Compensation Committee. None of the current or proposed members of our Compensation Committee at any time has been one of our executive officers or employees. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or Compensation Committee of any entity that has one or more executive officers serving on our board of directors or Compensation Committee.

Nominating and Corporate Governance Committee

Committee Chair:   Stephen F. Page

Other Committee Members:

 

Joseph F. Alibrandi and Charles Thomas Burbage

Meetings held in 2014:

 

5

Our Nominating and Corporate Governance Committee's purpose is to assist our board by identifying individuals qualified to become members of our board of directors, consistent with criteria set by our board, and to develop our corporate governance principles. This committee's responsibilities include:

evaluating the composition, size and governance of our board of directors and its committees and making recommendations regarding future planning and the appointment of directors to our committees;

administering a policy for considering stockholder nominees for election to our board of directors;

evaluating and recommending candidates for election to our board of directors;

overseeing our board of directors' performance and self-evaluation process; and

reviewing our corporate governance principles and providing recommendations to the board regarding possible changes.

Our board of directors believes that it should be composed of directors with varied, complementary backgrounds and that directors should, at a minimum, have expertise that may be useful to the company. Directors should also possess the highest personal and professional ethics and should be willing and able to devote the required amount of time to our business.

When evaluating director candidates, the Nominating and Corporate Governance Committee takes into account the degree to which a candidate fulfills the criteria contained in the Corporate Governance Guidelines and other factors consistent with those guidelines, including the following:

independence from management;

personal and professional integrity, ethics and values;

practical and mature business judgment;

experience as Chief Executive Officer, President or General Manager of a public or large private company;

extensive knowledge of the company's business or experience in one or more industries in which we compete, including aerospace and defense, alternative energy, automotive or industrials;

global and international experience;

strategic development activities, including mergers and acquisitions and partnerships;

experience in marketing, engineering, technology and innovation, operations, supply chain and manufacturing, and legal;

a high degree of financial literacy;

experience as a board member of another publicly-held company; and

diversity of expertise and experience in substantive matters pertaining to our business relative to other board members.

The Nominating and Corporate Governance Committee will consider candidates for director suggested by stockholders applying the criteria for candidates described above and considering the additional information referred to below. Stockholders wishing to suggest a candidate for director should write to the Corporate Secretary and include:

a statement that the writer is a stockholder and is proposing a candidate for consideration by the committee;

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the name of and contact information for the candidate;

a statement detailing any relationship between the candidate and any of our customers, suppliers or competitors;

with respect to each of the proposing stockholder and the candidate, the class and number of shares of our capital stock which are, directly or indirectly, owned beneficially or of record;

with respect to each of the proposing stockholder and the candidate, any derivative, swap or other transaction, or series of transactions, the purpose or effect of which is to give such party economic risk similar to ownership of shares of our capital stock;

with respect to each of the proposing stockholder and the candidate, any proxy, agreement, arrangement, understanding or relationship that confers a right to vote any of our shares of capital stock;

with respect to each of the proposing stockholder and the candidate, any agreement, arrangement, understanding or relationship engaged in, directly or indirectly, to reduce the level of risk of loss to, or increase or decrease the voting power of, such party with respect to our shares of capital stock, or which provides, directly or indirectly, the opportunity to profit from any decrease in the price or value of our shares of capital stock;

with respect to each of the proposing stockholder and the candidate, any rights to dividends on any of our shares of capital stock owned beneficially by such party that are separated from our underlying shares of capital stock;

with respect to each of the proposing stockholder and the candidate, opportunity to profit from, or any performance-related fees such party is entitled to based on the increase or decrease in the value of any of our shares of capital stock;

all information relating to the proposing stockholder and the candidate that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies or consents for election of directors in a contested election pursuant to Section 14 of the Exchange Act (including such candidate's written consent to being named in the proxy statement as a nominee and to serving as a director if elected);

a description of all direct and indirect compensation and other material monetary agreements,

arrangements and understandings during the past three years, and any other material relationships, between or among the proposing stockholder, on the one hand, and the candidate, his or her respective affiliates and associates, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K promulgated under the Exchange Act if such proposing stockholder were the "registrant" for purposes of such rule and the candidate were a director or executive officer of such registrant; and

a completed and signed questionnaire, representation and agreement with respect to the candidate's background, any voting commitments or compensation arrangements and the candidate's commitment to abide by our corporate governance guidelines.

In addition, we may require any candidate to furnish such other information as may reasonably be required by us to determine the eligibility of such candidate to serve as an independent director in accordance with our Corporate Governance Guidelines or that could be material to a reasonable stockholder's understanding of the independence or lack of independence of such candidate.

Before nominating a sitting director for re-election at an annual meeting, the Nominating and Corporate Governance Committee will consider:

the director's performance on the board of directors; and

whether the director's re-election would be consistent with our governance guidelines.

Executive Committee

Committee Chair:   Arnold L. Fishman

Other Committee Members:

 

Timothy E. Conver

Meetings held in 2014:

 

1

Our Executive Committee's purpose is to exercise the powers of the board of directors when the board is not in session, subject to specific restrictions as to powers retained by the full board of directors or delegated to other committees of the board of directors. Powers retained by the full board of directors include those relating to amendments to our certificate of incorporation and bylaws, mergers, consolidations and sales or exchanges involving substantially all of our assets.

23


   2014 NOMINEES FOR CLASS II DIRECTORS   

 

Board Self-Evaluations

The board of directors conducts annual self-evaluations to assess the qualifications, attributes, skills and experience represented on the board and to determine whether the board and its committees are functioning effectively. During the year, the Nominating and Corporate Governance Committee receives input on the board and committee performance from directors and discusses the input with the full board. The self-assessment focuses on the board's contribution to the company and on areas in which the board believes that the board or any of its committees could improve.

Communication with the Board

The board has established a process to facilitate communication with stockholders and other interested parties. Communications can be addressed to the directors in care of the Corporate Secretary, 181 W. Huntington Drive, Suite 202, Monrovia, California 91016 or by email to corporatesecretary@avinc.com.

At the direction of the board, all mail received may be opened and screened for security purposes. The board of direcors has requested that certain items that are unrelated to the duties and responsibilities of the board of directors should be excluded, including the following: junk mail and mass mailings; product complaints; product inquiries; new product suggestions; resumes and other forms of job inquiries; surveys; and business solicitations or advertisements. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will not be distributed, with the provision that any communication that is not distributed will be made available to any independent director upon request. Maill addressed to a particular director will be forwarded or delivered to that director. Mail addressed to "outside directors" or "non-empoyee directors" will be forwarded or delivered to the Lead Independent Director. Mail addressed to the "board of directors" will be forwarded or delivered to the Chairman of the Board.

24


Table of Contents

   DIRECTOR COMPENSATION   


DIRECTOR COMPENSATION

Compensation of Non-Employee Directors


 

The general policy of our board of directors is that compensation for non-employee directors should be a mix of cash and equity-based compensation. We do not pay management directors for board service in addition to their regular employee compensation. Our Compensation Committee, which consists solely of independent directors, has the primary responsibility for reviewing and considering any revisions to director compensation. The board of directors reviews the Compensation Committee's recommendations and determines the amount of director compensation.

The Compensation Committee's independent compensation consultant, Compensia, Inc., a national compensation consulting firm, assisted the board of

directors in setting director compensation and revising our director compensation programs. In June 2014, Compensia provided recommendations regarding revisions to our director compensation programs based on director compensation data compiled from the annual reports and proxy statements of companies generally considered comparable to us as determined by the Compensation Committee. The fiscal year 2015 peer group consisted of the companies listed below. The peer companies had a median twelve month trailing revenue of $475 million versus our trailing twelve month revenue of $232 million and a median market capitalization of $825 million versus our market capitalization of $935 million, as calculated by Compensia in February 2014.

American Science & Engineering

 

iRobot Corporation

Astronics Corporation

 

The KEYW Holding

Cbeyond, Inc.

 

KVH Industries, Inc.

Cubic Corporation

 

LMI Aerospace, Inc.

DigitalGlobe, Inc.

 

Maxwell Technologies

Ducommun

 

Mercury Systems

GenCorp

 

OSI Systems

II-IV Incorporated

 

ViaSat, Inc.

 

 

After reviewing the peer group compensation data, our board of directors established, effective May 1, 2014, the various components of director compensation with the goal of ensuring that the program was generally competitive with peer practices. This process resulted in setting the value of the annual equity compensation provided to non-employee directors at $110,000, as

further described below, commencing in fiscal year 2015. The retainer for the Compensation Committee Chair and the Nominating and Corporate Governance Chair were increased to $10,000 and $8,000, respectively, up from the 2013 levels of $8,000 and $5,000, respectively. The other cash retainers remain at the levels in effect for fiscal year 2014.

Director Responsibilities
  Annual Retainer

Board Members

  $45,000

Lead Independent Director

  $10,000

Chair of Audit Committee

  $15,000

Audit Committee Member (not including Chair)

  $  5,000

Chair of Nominating and Corporate Governance Committee

  $  8,000

Nominating and Corporate Governance Committee Member (not including Chair)

  $  2,500

Chair of Compensation Committee

  $10,000

Compensation Committee Member (not including Chair)

  $  4,000

 

Annual retainer amounts are paid in four equal annual installments at the beginning of each of our fiscal quarters if the individual is still serving as a director at such time.

We also reimburse non-employee directors for out-of-pocket expenses incurred in connection with attending board or committee meetings.

Our current practice is to consider granting each newly elected or appointed non-employee director equity awards upon their initial election or appointment to the board of directors and annually, as recommended by our Compensation Committee. Under the policy in effect for fiscal year 2014, new non-employee directors were able to choose the form in which they received

25


   DIRECTOR COMPENSATION   

their new director equity award from the following choices: (1) options to purchase 35,000 shares of the company's common stock, or (2) options to purchase 25,000 shares of common stock plus restricted stock awards representing 7,500 shares. Our non-employee directors did not receive annual grants during fiscal year 2014. Effective for fiscal year 2015, our board of directors adopted a policy whereby newly elected or appointed non-employee directors will be granted restricted stock awards with an aggregate value of $170,000 on the date of grant (measured by the fair market value per share of our common stock subject to the awards on the date of grant). In

addition, at its June 2014 meeting, the board of directors approved annual restricted stock awards of $110,000 to each non-employee director, which grants were made effective July 11, 2014. The $110,000 value was determined by the board of directors to be competitive with non-employee director annual equity awards at comparable companies based on the Compensia benchmarking data described above. All of the equity awards granted to non-employee directors vest in five equal installments, beginning on the first anniversary of the date of grant, and vesting will accelerate upon the director's death or disability.

Fiscal Year 2014 Non-Employee Director Compensation Table


The following table identifies the compensation paid during fiscal year 2014 to each person who served as a non-employee director during fiscal year 2014.

Name
  Fees Earned
or Paid in Cash
($)

  Option
Awards1
($)

  Restricted
Stock Awards1
($)

  All Other
Compensation
($)2

  Total
($)

Joseph F. Alibrandi

  64,500         64,500

Kenneth R. Baker3

  28,250         28,250

Charles Thomas Burbage

  25,750   303,168   205,425     534,343

Arnold L. Fishman

  56,750         56,750

Murray Gell-Mann3

  29,500         29,500

Charles R. Holland

  45,000       96,000   141,000

Edward R. Muller

  27,000   303,168   205,425     535,593

Stephen F. Page

  59,125         59,125
1
The value of the equity awards equals their grant date fair value as computed in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718 with respect to options and restricted stock awarded to directors during fiscal year 2014. For additional information regarding the valuation assumptions used in the calculation of these amounts, refer to Note 11 to the financial statements included in our annual report on Form 10-K for our 2014 fiscal year, as filed with the SEC.

2
Consists of consulting fees received by Mr. Holland. See "Certain Transactions and Relationships" below for a full description of Mr. Holland's consulting relationship.

3
Dr. Gell-Mann and Mr. Baker both retired as directors at the end of their terms and did not stand for re-election at the 2013 annual meeting on October 4, 2013. Dr. Gell-Mann and Mr. Baker did not hold any outstanding equity awards as of April 30, 2014.

The non-employee members of our board who held such positions on April 30, 2014 held the following aggregate number of unexercised options as of such date:

Name
  Number of Securities Underlying Unexercised Options

Joseph F. Alibrandi

  16,800

Charles Thomas Burbage

  25,000

Arnold L. Fishman

  23,500

Charles R. Holland

  37,575

Edward R. Muller

  25,000

Stephen F. Page

  20,000

The non-employee members of our board who held such positions on April 30, 2014 held the following aggregate number of shares of unvested restricted stock as of such date:

Name
  Number of Securities Underlying Unvested Restricted Stock

Joseph F. Alibrandi

  1,000

Charles Thomas Burbage

  7,500

Arnold L. Fishman

  1,000

Charles R. Holland

  1,000

Edward R. Muller

  7,500

Stephen F. Page

  7,500

26


   DIRECTOR COMPENSATION  

The following table provides a breakdown of fees earned or paid in cash during fiscal year 2014.

Name
  Annual
Retainers
($)

  Committee Chair
Retainer Fees
($)

  Committee Member
Fees
($)

  Total Fees
($)

Joseph F. Alibrandi

  45,000   15,000   4,500   64,500

Kenneth R. Baker1

  22,500     5,750   28,250

Charles Thomas Burbage2

  22,500     3,250   25,750

Arnold L. Fishman

  45,000   8,000   3,750   56,750

Murray Gell-Mann1

  22,500   2,500   4,500   29,500

Charles R. Holland

  45,000       45,000

Edward R. Muller2

  22,500     4,500   27,000

Stephen F. Page

  55,000   2,500   1,625   59,125
1
Dr. Gell-Mann and Mr. Baker both retired as directors at the end of their terms and did not stand for re-election at the 2013 annual meeting on October 4, 2013.
2
Mr. Burbage and Mr. Muller were both elected to the board of directors at the 2013 annual meeting on October 4, 2013 and only received 50% of the $45,000 annual retainer.

Compensation Policies Applicable to Non-Employee Directors


 

Stock Ownership Guidelines for Non-Employee Directors

In August 2013, our board of directors adopted stock ownership guidelines for our non-employee directors. Under the guidelines, each non-employee director is expected to, within five years of the later of August 6, 2013, or the date on which such person is appointed to the board, own shares of the company's common stock with a market value of no less than three times his or her current annual cash retainer for serving as a

member of the board of directors, exclusive of chairperson, committee or meeting fees. Any shares of our common stock held by a member of our board of directors in margin accounts or pledged as collateral for a loan will not be considered for purposes of satisfying the ownership guidelines described above. The table below shows each non-employee director's equity ownership in the company as a multiple of his or her cash retainer and the minimum ownership level required pursuant to these guidelines for each of our non-employee directors as of July 31, 2014:

Name
  Dollar Value of Equity
Ownership as a Multiple
of Annual Retainer
($)1

  Minimum Ownership
Level Required as a
Multiple of Annual
Retainer

Joseph F. Alibrandi

  9.2x   3x

Charles Thomas Burbage

    3x

Arnold L. Fishman

  213.5x   3x

Charles R. Holland

  14.3x   3x

Edward R. Muller2

  0.6x   3x

Stephen F. Page

  5.7x   3x
1
For each non-employee director, calculated by dividing (a) the sum of (1) the aggregate number of shares of vested and unrestricted common stock held by such non-employee director, multiplied by the closing price of $31.49 per share of our common stock on July 31, 2014, plus (2) the amount by which the market value of the shares of common stock underlying vested stock options held by such non-employee exceeds the exercise price of such stock options, if any, by (b) the annual retainer paid to such non-employee director (excluding any annual cash retainer for committee membership or chairmanship or service as lead independent director).
2
Mr. Muller has until October 4, 2018 to satisfy the minimum ownership level required under the stock ownership guidelines for non-employee directors.

 

Post-Vesting Stock Retention Guidelines

The company has adopted post-vesting stock retention guidelines, which require non-employee directors to hold 50% of net after-tax shares issued upon the vesting of equity awards until their required stock ownership levels are achieved.

Insider Trading and Anti-Hedging Policies

The company's insider trading policies contain stringent restrictions on transactions in company stock by non-employee directors. All trades by non-employee

directors must be pre-cleared. Furthermore, no member of our board of directors may use any strategies or products (including derivative securities, such as put or call options, or short-selling techniques) to hedge against potential changes in the value of our common stock.

Stock ownership and retention guidelines and anti-hedging policies for our executive officers, including Mr. Conver, are described below under "Executive Compensation and Other Information – Compensation Discussion and Analysis – Stock Ownership Guidelines for Executive Officers."

27


Table of Contents

   DIRECTOR INDEPENDENCE AND RELATED PERSON TRANSACTIONS   


DIRECTOR INDEPENDENCE AND RELATED PERSON TRANSACTIONS

Independence Determinations


 

Under the listing standards of The NASDAQ Stock Market LLC, or Nasdaq, and the company's Corporate Governance Guidelines, the board must consist of a majority of independent directors. In making independence determinations, the board observes Nasdaq and SEC criteria and considers all relevant facts and circumstances. Under Nasdaq listing standards, to be considered independent a director must be a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the company's board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In evaluating director independence, the board took into consideration the consulting agreement currently in place between the company and one of our directors, General (Retired) Charles R. Holland. Pursuant to this agreement, as amended as of January 1, 2013, Mr. Holland performs consulting services for us on a general basis and with respect to particular individual projects assigned by us. During the fiscal year ended April 30, 2014, we paid to Mr. Holland approximately $96,000 in consulting fees pursuant to the terms of this agreement.

Certain Transactions and Relationships


 

Review and Approval of Related Party Transactions.    All transactions and relationships in which the company and our directors, director nominees and executive officers or their immediate family members are participants are reviewed by our Audit Committee or another independent body of the board of directors, such as the independent and disinterested members of the board. As set forth in the Audit Committee charter, the members of the Audit Committee, all of whom are independent directors, review and approve related party transactions for which such approval is required under applicable law, including SEC and Nasdaq rules. In the course of its review and approval or ratification of a disclosable related party transaction, the Audit Committee or the independent and disinterested members of the board may consider:

the nature of the related person's interest in the transaction;

the material terms of the transaction, including, without limitation, the amount and type of transaction;

the importance of the transaction to the related person;

the importance of the transaction to the company;

whether the transaction would impair the judgment of a director or executive officer to act in the best interest of the company; and

any other matters the Audit Committee deems appropriate.

Reportable Related Party Transactions.    Other than the employment arrangements described elsewhere in this proxy statement and the transactions described below, since May 1, 2013, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were or will be a party in which:

the amount involved exceeded or will exceed $120,000; and

a director, director nominee, executive officer, holder of five percent or more of any class of our capital stock or any member of his or her immediate family had or will have a direct or indirect material interest.

28


Table of Contents

   EXECUTIVE OFFICERS   


EXECUTIVE OFFICERS

The following table sets forth certain information as of August 25, 2014 about our executive officers.

Name
  Age
  Position (Current Class of Director)

Timothy E. Conver1

  70   Chairman of the Board and Chief Executive Officer

Jikun Kim

    50   Senior Vice President and Chief Financial Officer

Roy Minson

  52   Senior Vice President and General Manager, Unmanned Aircraft Systems

Wahid Nawabi

    45   Senior Vice President and General Manager, Efficient Energy Systems

Doug Scott

  57   Senior Vice President, General Counsel and Corporate Secretary

Cathleen S. Cline

    55   Senior Vice President of Administration
1
The background and experience of Chairman of the Board and Chief Executive Officer Conver is detailed on page 14.

 

Jikun Kim was appointed as Senior Vice President and Chief Financial Officer in 2010. Prior to assuming his current role, Mr. Kim served as Interim Chief Financial Officer after joining the company as Vice President and Controller in June 2009. Mr. Kim previously served with Raytheon Company, a defense contractor, for more than eight years, most recently as Chief Financial Officer of Raytheon Vision Systems. Raytheon Vision Systems is a world leader in infrared detector technology focused on design and manufacturing infrared detectors for space, tactical and airborne infrared sensors. Mr. Kim received an M.B.A. from Columbia Business School, an M.S. in electrical engineering from the University of California at Los Angeles and a B.S. in electrical engineering from the University of California at Berkeley.

Roy Minson was appointed as Senior Vice President and General Manager, Unmanned Aircraft Systems, in May 2012, and previously served as Vice President of Business Development and Deputy General Manager, Unmanned Aircraft Systems, since April 2010. Prior to joining the company, Mr. Minson served as Vice President and Operations Manager for a research and development business within the Tactical Systems and Solutions division of SAIC Inc., a defense contractor, for five years, where he was responsible for transitioning products and solutions. Mr. Minson received a B.S. in industrial technology from Southern Illinois University, Carbondale, and an M.B.A. from University of Redlands.

Wahid Nawabi has served as Senior Vice President and General Manager, Efficient Energy Systems since December 2011. Prior to joining the company, Mr. Nawabi served as Vice President, Global Sales of Altergy Systems, a designer and manufacturer of fuel

cell power systems, from March 2010 through November 2011, and as Vice President, Americas, and Vice President, Global Sales for C&D Technologies, a producer and marketer of electrical power storage and conversion products, from February 2009 through March 2010. Prior to joining C&D Technologies, Mr. Nawabi worked for 16 years with American Power Conversion, a provider of power protection products and services, in a succession of positions of increasing responsibility, most recently as Vice President, Enterprise Segment, North America and Canada. Mr. Nawabi has a B.S. in electrical engineering from the University of Maryland, College Park.

Doug Scott has served as Senior Vice President, General Counsel and Corporate Secretary since July 2013. Prior to joining the company, Mr. Scott held various executive positions at SAIC, Inc., a defense contractor, for 26 years, including General Counsel from 1992 through June 2010 and Corporate Secretary from 2004 until July 2013. Mr. Scott was a corporate attorney at O'Melveny & Myers LLP, a large global law firm, before joining SAIC. Mr. Scott received a B.A. in economics and an M.B.A. from the University of Illinois at Urbana-Champaign, and a J.D. from University of California, Los Angeles. He also is a certified public accountant (inactive).

Cathleen S. Cline has served as Senior Vice President of Administration since 2008 after serving as Vice President of Administration since 1991. Prior to joining the company, Ms. Cline was the Human Resources Manager at both Whittaker Electronic Resources and the law firm of O'Melveny & Myers LLP. Ms. Cline has a B.S. in psychology and a B.S. in business management from the University of Oregon.

29


Table of Contents

   SHARE OWNERSHIP   


SHARE OWNERSHIP

Ownership of Equity Securities of the Company


 

The following table presents information regarding the beneficial ownership of our common stock as of August 25, 2014, by:

our Named Executive Officers;

our current directors and director nominees;

all of our directors and executive officers as a group; and

each stockholder known by us to be the beneficial owner of more than 5% of our common stock.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all

shares beneficially owned, subject to community property laws where applicable. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of August 25, 2014 are deemed to be outstanding and to be beneficially owned by the person holding the options for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

The information presented in this table is based on 23,356,556 shares of our common stock outstanding on August 25, 2014. Except as set forth in the footnotes below, the address of each beneficial owner listed on the table is c/o AeroVironment, Inc., 181 W. Huntington Dr., Suite 202, Monrovia, California 91016.

Name of Beneficial Owner
  Number of Shares
Beneficially Owned

  Percentage of
Shares Outstanding

5% Stockholders

       

BlackRock, Inc.1

  1,844,331   7.90%

The Vanguard Group2

  1,165,919

4.99%

Executive Officers, Directors and Director Nominees:

       

Timothy E. Conver3

  2,903,253

12.37%

Jikun Kim

  42,494   *

Roy Minson4

  61,456

*

Wahid Nawabi5

  52,429   *

Doug Scott6

  23,645

*

Cathleen Cline7

  106,308   *

Joseph F. Alibrandi8

  24,757

*

Charles Thomas Burbage

  10,790   *

Arnold L. Fishman9

  322,112

1.38%

Charles R. Holland10

  38,365   *

Edward R. Muller

  11,600

*

Stephen F. Page

  19,790   *

Current Directors and Executive Officers as a Group (12 persons)

  3,616,999

15.29%
*
Less than 1%.

1
Based on a Schedule 13G/A filed by BlackRock, Inc. on January 28, 2014 with the SEC reporting beneficial ownership as of December 31, 2013. The address of BlackRock, Inc. is 40 East 52nd Street, New York, NY 10022.

2
Based on a Schedule 13G filed by The Vanguard Group on February 10, 2014 with the SEC reporting beneficial ownership as of December 31, 2013. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.

3
Includes 2,285,535 shares held by the Conver Family Trust, of which Mr. Conver is one of the trustees; 470,000 shares held by the Conver Family Limited Partnership of which the general partner is The Management Trust and of which Mr. Conver is a trustee; and 108,310 shares of our common stock reserved for issuance upon exercise of stock options which currently are exercisable or will become exercisable within 60 days of August 25, 2014. Mr. Conver disclaims beneficial ownership of any securities in which he does not have a pecuniary interest.

4
Includes 18,000 shares of our common stock reserved for issuance upon exercise of stock options which currently are exercisable or will become exercisable within 60 days of August 25, 2014.

5
Includes 26,000 shares of our common stock reserved for issuance upon exercise of stock options which currently are exercisable or will become exercisable with 60 days of August 25, 2014.

30


   SHARE OWNERSHIP  

6
Includes 5,000 shares of our common stock reserved for issuance upon exercise of stock options which currently are exercisable or will become exercisable within 60 days of August 25, 2014.

7
Includes 90,902 shares of our common stock reserved for issuance upon exercise of stock options that currently are exercisable or will become exercisable within 60 days of August 25, 2014.

8
Includes 8,300 shares of our common stock reserved for issuance upon exercise of stock options which currently are exercisable or will become exercisable within 60 days of August 25, 2014, and 12,367 shares held by the Alibrandi Family Trust Dated November 14, 1972, of which Mr. Alibrandi is the trustee.

9
Includes 296,322 shares of our common stock held by the Arnold Fishman Revocable Trust Arnold Fishman Trustee; 15,000 shares of our common stock reserved for issuance upon exercise of stock options which currently are exercisable or will become exercisable within 60 days of August 25, 2014, and 6,500 shares held by Mr. Fishman's wife, Judy Fishman.

10
Includes 29,075 shares of our common stock reserved for issuance upon exercise of stock options which currently are exercisable or will become exercisable within 60 days of August 25, 2014.

31


Table of Contents

   SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE   


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 

Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they file. Based solely on our review of the copies of the forms received by us and written representations from certain reporting persons that they have complied with the relevant filing requirements, we believe that, during the fiscal year ended April 30, 2014, all of our executive officers, directors and greater-than-ten percent stockholders

complied with all Section 16(a) filing requirements except for the following: (a) one Statement of Changes in Beneficial Ownership on Form 4, reporting a single transaction, was filed late by Roy E. Minson; (b) one Statement of Changes in Beneficial Ownership on Form 4, reporting two transactions, was filed late by Joseph F. Alibrandi; and (c) the Form 3 Initial Statement of Beneficial Ownership of Securities of Charles Thomas Burbage was filed late. These late filings were the result of delays and lack of internal coordination in the making of these filings by certain individuals who had been appointed attorneys-in-fact by these officers and directors.


EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of April 30, 2014 about our common stock that may be issued, whether upon the exercise of options, warrants and rights or otherwise, under our existing equity compensation plans.

 
  (a)   (b)   (c)  
Plan category
  Number of securities
to be issued upon
exercise of outstanding
options, warrants and rights1

  Weighted-average
exercise price of
outstanding options,
warrants and rights1

  Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column(a))

 
               

Equity compensation plans approved by security holders

  866,700 1 $19.56   3,092,727 2

Equity compensation plans not approved by security holders

       
               

Total

  866,700   $19.56   3,092,727  
1
Consists of awards outstanding under the AeroVironment, Inc. Nonqualified Stock Option Plan, the AeroVironment, Inc. 2002 Equity Incentive Plan, and the AeroVironment, Inc. 2006 Restated Equity Incentive Plan.

2
No additional awards may be granted under the AeroVironment, Inc. Nonqualified Stock Option Plan or the AeroVironment, Inc. 2002 Equity Incentive Plan.

32


Table of Contents

   EXECUTIVE COMPENSATION AND OTHER INFORMATION   


EXECUTIVE COMPENSATION AND OTHER INFORMATION

ITEM 2 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION


 

The company seeks a non-binding advisory vote from its stockholders to approve the compensation of its Named Executive Officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC, including in the Compensation Discussion and Analysis section, which begins on page 34, and the Executive Compensation Tables section, which begins on page 49.

Although the vote is non-binding, our Compensation Committee and board of directors value the opinions of the stockholders and will consider the outcome of the vote when making future compensation decisions. As described more fully in the Compensation Discussion and Analysis section of this proxy statement, our executive compensation program is designed to attract, retain and motivate individuals with superior ability, experience and leadership capability to deliver on our annual and long-term business objectives necessary to create long-term stockholder value. We urge stockholders to read the Compensation Discussion and Analysis section of this proxy statement, which describes in detail how our executive compensation policies and procedures operate and are intended to operate in the future. The

Compensation Committee and the board of directors believe that our executive compensation program fulfills these goals and is reasonable, competitive and appropriate.

We are asking our stockholders to indicate their support for the compensation of our Named Executive Officers as described in this proxy statement. This proposal, commonly known as a "say-on-pay" proposal, gives our stockholders the opportunity to express their views on our Named Executive Officers' compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we ask that our stockholders vote "FOR" the following resolution:

OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE, ON AN ADVISORY BASIS, "FOR" THE APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC.

33


Table of Contents

   EXECUTIVE COMPENSATION AND OTHER INFORMATION   


EXECUTIVE COMPENSATION AND OTHER INFORMATION

Compensation Committee Report


The Compensation Committee of our board of directors is primarily responsible for determining the annual salaries and other compensation of our executive officers and administering our equity compensation plans. The Compensation Committee has reviewed and discussed with management the following Compensation Discussion and Analysis of the 2014 proxy statement. Based on such review and discussions, the Compensation Committee recommended to the board that the Compensation Discussion and Analysis be included in our annual report filed on Form 10-K and this proxy statement.

    Compensation Committee
Arnold L. Fishman
Charles Thomas Burbage
Edward R. Muller

Compensation Discussion and Analysis


This Compensation Discussion and Analysis provides information about the material components of our executive compensation program for:

Timothy E. Conver, the Chairman of our Board of Directors, President and Chief Executive Officer;

Jikun Kim, our Senior Vice President and Chief Financial Officer;

Roy Minson, our Senior Vice President and General Manager, Unmanned Aircraft Systems;

Wahid Nawabi, our Senior Vice President and General Manager, Efficient Energy Systems; and

Tom Herring, our former Senior Vice President and Chief Operating Officer. Mr. Herring's employment with us terminated effective April 30, 2014.

We refer to these executive officers collectively in this Compensation Discussion and Analysis as the "Named Executive Officers."

Specifically, this Compensation Discussion and Analysis provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program, and each compensation component that we provide. In addition, we explain how and why the Compensation Committee arrived at specific compensation policies and decisions involving our Named Executive Officers during fiscal year 2014.

Executive Summary

Our executive compensation program is designed to support our business goals and objectives by providing a link between the total compensation opportunities for our executive officers, including the Named Executive Officers, and the creation of long-term stockholder value. In line with this philosophy, compensation awarded to our Named Executive Officers for fiscal year 2014 reflected our financial and strategic results and overall compensation philosophy. We adopted several policies in August 2013 to bolster our other existing compensation "best practices," including a compensation recovery policy, executive and non-employee director stock ownership and stock retention guidelines and anti-hedging policies.

Fiscal Year 2014 Financial Results:    Our key fiscal year 2014 financial results were as follows:

Financial Measure
  Fiscal Year 2014
  Fiscal Year 2013
  Increase (%)
 
Revenue   $ 251.7 million   $ 240.2 million   5%  
Gross Margin   $ 93.6 million   $ 92.5 million     1%  
Fully-Diluted EPS   $ 0.60   $ 0.47   28%  

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   EXECUTIVE COMPENSATION AND OTHER INFORMATION  

Strategic Achievements:  Our key fiscal year 2014 strategic achievements were as follows:

Positioned the Company for Strategic Growth and Stockholder Value Creation

Leading Market Share – We maintained our leading market share in the markets for its small Unmanned Aircraft Systems and Efficient Energy Systems products.

Organizational Development and Great Place to Work

Business Area Structure Implemented – We modified our organizational structure to establish business areas with senior leadership to enable us to launch strategic growth opportunities more effectively.

Great Place To Work – Senior leadership devoted substantial time to increasing employee engagement and making the company a Great Place to Work.

Key Program Wins – We received contract awards for all key programs identified for fiscal year 2014 that resulted in customer awards.

Innovation and Transition to Production – We achieved important milestones in our business by making important new technical innovations or transitioning prior innovations to production, including (1) transitioning our Switchblade product from a prototype product stage to initial production, (2) transitioning our TurboCord electric vehicle charging product from development to production, and (3) developing a solar powered Puma UAS, which achieved a 9 hour flight in a customer demonstration.

Compliance – We made important enhancements in a number of our compliance programs, and no material non-compliances were identified during the year.

Fiscal Year 2014 Compensation Determinations.    During fiscal year 2014, the Compensation Committee made the following compensation decisions:

No Base Salary Increases:  Our Named Executive Officers did not receive base salary increases for fiscal year 2014.

Continued Emphasis on Performance-Based Compensation:  In fiscal year 2014, the Compensation Committee continued its practice of awarding the majority of total target compensation to the Named Executive Officers in the form of performance-based compensation tied to the achievement of performance goals or stock price improvement and includes elements such as annual incentive bonuses, long-term incentive compensation and equity awards. This emphasis on performance-based compensation is intended to align executive compensation with stockholder interests.

Below Target Annual Bonuses for Fiscal Year 2014 Tied to Performance Relative to Corporate Financial Goals:  We maintain an annual cash bonus plan tied to achievement of corporate financial and strategic objectives and individual performance. Based on our performance for fiscal year 2014, and the Compensation Committee's assessment of our strategic achievements and individual executive contributions towards our overall performance, each of our Named Executive Officers received an annual performance bonus equal to 79% of his targeted bonus amount.

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   EXECUTIVE COMPENSATION AND OTHER INFORMATION   

Modest Equity Awards:  Only our Chief Executive Officer received equity awards during fiscal year 2014. Mr. Conver received a stock option award and a restricted stock award, both of which vest over a five year period based on his continued service. The Committee provided Mr. Conver with an equity award because his cash compensation was substantially below amounts paid to chief executive officers at comparable companies based on the competitive market data provided by Compensia based on our peer group and the survey data.

Key Compensation Governance Changes:  In August 2013, our board of directors adopted the following policies:

Clawback Policy:  We adopted a policy for recovering or "clawing back" incentive compensation of executive officers.

Executive Stock Ownership Guidelines and Post-Vesting Stock Retention Guidelines:  We adopted stock ownership and stock retention guidelines.

Other Compensation Practices:  

No Employment, Severance or Change in Control Agreements:  We do not have any employment, severance or change in control agreements with our Named Executive Officers.
Response to 2011 Say on Pay Vote:  

In October 2011, we held a stockholder advisory vote on the compensation of our Named Executive Officers, commonly referred to as a say-on-pay vote. Our stockholders overwhelmingly approved the compensation of our Named Executive Officers, with over 98% of stockholder votes cast in favor of our 2011 say-on-pay resolution (excluding abstentions and broker non-votes). As we evaluated our compensation practices and talent needs since that time and during fiscal year 2014, we were mindful of the strong support our stockholders expressed for our compensation program. As a result, following our annual review of our executive compensation program, the Compensation Committee decided to generally retain our existing approach to executive compensation for our continuing executives, with an emphasis on short- and long-term incentive compensation that rewards our senior executives when they deliver value for our stockholders.

In addition, when determining how often to hold a stockholder advisory vote on executive compensation, the board of directors took into account the strong preference for a triennial vote expressed by our stockholders at our 2011 annual meeting. Accordingly, the board of directors determined that we will hold an advisory stockholder vote on the compensation of our Named Executive Officers every three years until the next say-on-pay frequency vote. Stockholders will provide an advisory vote on executive compensation at the 2014 annual meeting. See item 2 on page 33.

Objectives of our Executive Compensation Program

Our executive compensation program is designed to support our business goals and objectives by providing a link between the total compensation opportunities for our executive officers, including the Named Executive Officers, and the creation of

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   EXECUTIVE COMPENSATION AND OTHER INFORMATION  

long-term stockholder value. Specifically, our executive compensation program is designed to:

attract, motivate and retain superior talent;

ensure that compensation is commensurate with the company's performance and stockholder returns;

provide performance awards for the achievement of financial and strategic objectives that are critical to our long-term growth; and

ensure that our executive officers have financial incentives to achieve substantial growth in stockholder value.

Our compensation program is designed to achieve these objectives through a combination of the following types of compensation: base salary, annual cash incentive bonus awards, long-term incentive compensation payable in cash and restricted stock units for multi-year performance periods, equity awards and other employee benefits. Each of these compensation components serve our interests in different ways and represent a balance between different elements of compensation and differing time periods for different elements. A majority of the compensation provided to the Named Executive Officers is based on our performance and the performance of our stock price. This design approach helps align the interests of our executive officers with those of stockholders in achieving long-term increases in the value of our common stock. We have selected these compensation components to create a flexible pay package that reflects the long-term nature of our business and can reward both the short-term and long-term performance of the company and each individual Named Executive Officer. Each element of our executive compensation program is discussed in greater detail below.

Compensation-Setting Process

The Compensation Committee is responsible for overseeing our executive compensation program, as well as determining and approving the ongoing compensation arrangements for our executive officers, including the Named Executive Officers.

Generally, annual base salary adjustments for our executive officers are determined within the first quarter of each calendar year. Annual cash bonus payouts are made within 75 days of our fiscal year end to synchronize award determinations with the conclusion of our fiscal year and the review of fiscal year financial results. Historically, long-term incentive awards have been made at the discretion of the

Compensation Committee. Compensation adjustments in connection with changes in duties and/or other material changes in the primary assumptions forming the basis of a compensation decision will continue to be made as required by circumstances throughout the fiscal year.

Typically, our Chief Executive Officer makes recommendations to the Compensation Committee regarding the compensation of our executive officers (except with respect to his own compensation), including base salary levels, target annual cash bonus opportunities, bonus payouts under the prior fiscal year's annual bonus plan, and long-term incentive compensation levels, with the assistance of our Senior Vice President of Administration and Chief Financial Officer. Our Chief Executive Officer also provides recommendations for the corporate financial and strategic objectives used in our annual cash bonus plan and long-term incentive compensation program. He supports his recommendations with competitive market data developed by our human resources department, information provided by the Compensation Committee's independent compensation consultant, and by reviewing the historical performance of each executive officer with the Compensation Committee. Although the Compensation Committee carefully considers the recommendations of our Chief Executive Officer when determining the compensation of our executive officers, it bases its decisions on the collective judgment of its members after considering the input of its independent compensation consultant and any relevant supporting data.

While our Chief Executive Officer generally attends meetings of the Compensation Committee, the committee meets outside the presence of our Chief Executive Officer when discussing his compensation. Decisions with respect to our Chief Executive Officer's compensation are made by the Compensation Committee, subject to the approval of the independent members of our board of directors (unless such decisions require approval by our Compensation Committee to the extent such compensation is intended to be qualified performance-based compensation for purposes of Section 162(m) of the Code or exempt under Section 16(b) of the Exchange Act).

The Compensation Committee may delegate and grant authority to our Chief Executive Officer and/or a committee of executive officers to grant equity awards under the company's equity incentive plan to the

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   EXECUTIVE COMPENSATION AND OTHER INFORMATION   

employees holding positions below the level of Vice President.

The Compensation Committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the oversight of our executive compensation program. In fiscal year 2014, the Compensation Committee engaged Compensia, Inc., a national compensation consulting firm, to provide executive compensation advisory services, including an executive officer compensation assessment and a board of directors' compensation review. Compensia, Inc. did not provide any non-compensation-related services to us during fiscal year 2014.

The Compensation Committee has considered the independence of Compensia and each other compensation advisor that provides advice to the Compensation Committee, consistent with the requirements of Nasdaq. Further, as required under Item 407(e)(3) of Regulation S-K, the Compensation Committee conducted a conflicts of interest assessment and determined that there is no conflict of interest resulting from retaining Compensia. The Compensation Committee intends to reassess the independence of its advisors at least annually.

Each year, the Compensation Committee reviews the executive compensation practices of a group of companies in the technology sector determined to be comparable to us based on their size and public company status. The fiscal year 2014 peer group consisted of the companies listed below. The peer companies had a median twelve month trailing revenue of $394 million versus our trailing twelve month revenue of $322 million and a median market capitalization of $496 million versus our market capitalization of $493 million, as calculated by the Compensation Committee's independent compensation consultant in February 2013.

                American Science and Engineering, Inc.

                Astronics Corporation

                Cbeyond, Inc.

                DigitalGlobe, Inc.

                Ducommun Incorporated

                GenCorp Inc.

                GeoEye, Inc.

                HEICO Corporation

                II-IV Incorporated

                iRobot Corporation

Each year, Compensia surveys the compensation practices of the peer group to assess the competitiveness of our compensation programs. Although we maintain the peer group for executive compensation and performance reference purposes, the peer group compensation data is limited to publicly available information and therefore does not necessarily provide comparisons for all officers. By contrast, survey data has the advantage of including data on executive positions beyond what is available in public filings, but may not be specific to the selected companies in the peer group. In light of this, in setting fiscal year 2014 compensation, the Compensation Committee also reviewed data from the Radford Executive Compensation Survey, which consists of companies throughout the United States primarily from technology industries with revenues between $200 million and $500 million. With respect to the survey data presented to the Compensation Committee, the identities of the individual companies included in the survey were not provided to the Compensation Committee, and the Compensation Committee did not refer to individual compensation information for such companies.

We believe that by utilizing both publicly available peer group data and the survey data from the published surveys in which we participate, we are able to develop an appropriate set of competitive data for use in making compensation decisions. The Compensation Committee uses the information derived from this review in two ways: to assist it in determining the appropriate level and reasonableness of total compensation, as well as each separate component of compensation, for our executive officers and to ensure that the compensation we offer to them is competitive and fair.

The Compensation Committee has adopted a general approach of compensating our executive officers with base salaries commensurate with the experience and expertise of the individual executive and competitive with the median base salaries of executives holding comparable positions based on the competitive market data provided by Compensia based on our peer group and the survey data. To reward our executive officers for their contributions to the

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   EXECUTIVE COMPENSATION AND OTHER INFORMATION  

achievement of annual corporate financial and strategic performance objectives, the Compensation Committee sets annual cash bonus opportunities at a level designed to ensure that, when actual bonus payouts are added to the executive officer's base salary, assuming achievement at targeted levels, total annual cash compensation will be competitive with the market and when above target performance occurs, total cash compensation will be above median total cash compensation level of executives holding comparable positions based on the competitive market data provided by Compensia based on our peer group and the survey data. The Compensation Committee has adopted this approach in recognition of the aggressive nature of the company's annual operating plan.

However, the Compensation Committee does not establish compensation levels based directly on benchmarking. The Compensation Committee instead relies on the judgment of its members in making compensation decisions regarding base salaries, target bonus levels and long-term equity incentive awards. In addition to competitive market data, in making its compensation decisions, the Compensation Committee also considers an executive officer's position, tenure with the company, individual and organizational performance, our retention needs, and internal pay equity. As a result, the total compensation (or any particular component of compensation) received by an executive officer may differ materially from the amounts paid to individuals holding comparable executive positions based on the competitive market data provided by Compensia based on our peer group and the survey data. The Compensation Committee does not guarantee that any executive will receive a specific market-derived compensation level.

Executive Compensation Program Components

The following describes each component of our executive compensation program, the rationale for each, and how compensation amounts are determined.

We use base salaries to provide our executive officers, including the Named Executive Officers, with a fixed amount of compensation for their regular work. The Compensation Committee generally reviews the base salaries of our executive officers at the beginning of each fiscal year, as well as at the time of a promotion or

other change in responsibilities. Base salary adjustments generally go into effect within the first quarter of each fiscal year. Base salary adjustments are based on an evaluation of an executive officer's position, tenure with our company, experience with other companies, individual and organizational performance, our retention needs, and internal pay equity. In addition, to ensure that the base salaries of our executive officers are competitive and appropriate, the Compensation Committee reviews the salaries of executives holding comparable positions based on the competitive market data provided by Compensia based on our peer group and the survey data.

In light of the considerations discussed above, for fiscal year 2014, the annual base salaries of our Chief Executive Officer, Chief Financial Officer, Senior Vice President of Unmanned Aircraft Systems, Senior Vice President of Efficient Energy Systems and former Chief Operating Officer remained unchanged from fiscal year 2013 at $510,016, $280,010, $285,002, $270,005 and $300,019, respectively.

We believe that the base salaries paid to our Named Executive Officers during fiscal year 2014 helped to achieve our executive compensation objectives and are competitive with the salaries of the executives holding comparable positions based on the competitive market data provided by Compensia based on our peer group and the survey data.

We believe that a significant portion of overall target compensation of our executive officers, including the Named Executive Officers, should be "at risk" (that is, contingent upon the successful implementation of our annual operating plan). Annual cash bonuses represent a portion of this "at risk" compensation. We use these annual cash bonus opportunities to motivate our executive officers to achieve our short-term financial and strategic objectives while making progress towards our longer-term growth and other goals.

Typically, at the end of the fiscal year the Compensation Committee determines whether to pay cash bonuses to our executive officers, including the Named Executive Officers, based on its assessment of our financial and strategic results and consideration of each executive officer's individual contributions to such results during the fiscal year. While the decision to make bonus payouts and any amounts payable are made in the sole discretion of the Compensation Committee, in making its determinations the Compensation Committee considers input from our Chief Executive Officer (for executive officers other

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   EXECUTIVE COMPENSATION AND OTHER INFORMATION   

than himself), as well as its evaluation of the expected and actual performance of each executive officer, his or her individual contributions and responsibilities and market conditions.

Initially, the Compensation Committee establishes a "target bonus level" for each executive officer, which is expressed as a percentage of his or her base salary. In setting these target bonus levels, the Compensation Committee considers the cash compensation of executives holding comparable positions based on the competitive market data provided by Compensia based on our peer group and the survey data. Generally, the Compensation Committee sets the target bonus levels so that, assuming achievement of the corporate financial and individual performance objectives at targeted levels, total annual cash compensation will be competitive with the market and when above target performance occurs, total cash compensation will be above the median of total cash compensation level of executives holding comparable positions based on the competitive market data provided by Compensia based on our peer group and the survey data. The Compensation Committee believes that this approach is consistent with the high level of growth generally reflected in the corporate performance objectives applicable to the annual bonus determinations. In connection with establishing target bonus levels for fiscal year 2014 performance, the Compensation Committee reduced bonus levels for the Named Executive Officers by 24% from fiscal year 2013 levels to reflect on-going market challenges faced in fiscal year 2013. As a result of reduced revenue and operating profit targets in fiscal year 2014, the Compensation Committee reduced bonus target levels for the Named Executive Officers by 24% over fiscal year 2013 levels to reflect bonus affordability in the overall financial plan.

At the beginning of each fiscal year, the Compensation Committee identifies one or more corporate financial performance measures and establishes a specific performance target level for each measure for purposes of calculating the bonus for each executive officer. Threshold, target and maximum levels of performance

are established for each corporate financial performance measure. In the event that the threshold performance level for any corporate financial performance measure is not met, then no credit will be given with respect to the portion of the annual bonus attributable to that corporate financial performance measure.

At the end of the fiscal year, the Compensation Committee reviews our actual performance against the target levels set for each of the corporate performance measures established at the beginning of the year. Achievement for purposes of the strategic component of each named executive's bonus award is not necessarily tied to formulaic or pre-established performance measures, but is instead determined based on the Compensation Committee's subjective assessment of the company's achievement of strategic initiatives and overall performance during the fiscal year. The strategic component of the annual bonus program also takes into account each executive officer's individual performance and contributions to our performance during the fiscal year based upon the recommendation of our Chief Executive Officer (except with respect to his own bonus) and the Compensation Committee's assessment of performance in the event of any unforeseen extraordinary event or transaction that occurred during the fiscal year. In making its determination of achievement for the strategic component of the annual bonuses, our Compensation Committee does not follow any guidelines, nor are there such standing guidelines regarding the exercise of such discretion.

In no event may an executive officer's annual cash bonus payout exceed his or her maximum permissible bonus as established by the Compensation Committee.

Fiscal Year 2014 Bonuses.    The Compensation Committee designed our fiscal year 2014 annual cash bonus opportunities to focus our executive officers, including the Named Executive Officers, on achieving key company financial objectives and to reward substantial achievement of these objectives and overall corporate performance and strategic achievement.

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   EXECUTIVE COMPENSATION AND OTHER INFORMATION  

For fiscal year 2014, the Compensation Committee established the target bonus levels for the Named Executive Officers at the levels indicated in the table below, which represented a 24% reduction from the fiscal year 2013 target bonus levels:

Named Executive Officer
  Target Bonus Level
  Percentage of Base Salary
 

Timothy E. Conver

  $ 387,600   76%  

Jikun Kim

  $ 170,240     61%  

Roy Minson

  $ 194,940   68%  

Wahid Nawabi

  $ 164,160     61%  

Tom Herring1

  $ 228,000   76%  
1
Mr. Herring's employment with us terminated on April 30, 2014 and he was not eligible for and did not receive a bonus for FY2014 performance.

Under the fiscal year 2014 bonus program, our Named Executive Officers were eligible to receive annual bonuses of up to 200% of their target bonus levels.

For fiscal year 2014, the Compensation Committee selected revenue, gross margin and fully-diluted earnings per share as the corporate financial performance measures for the Named Executive Officer annual bonuses. The targeted corporate financial goals for our Chief Executive Officer and other Named Executive Officers were significantly above the range of public guidance provided by the company for revenue growth and gross margin at the beginning of fiscal year 2014. These financial goals are described in detail below.

As described above, the strategic component of the fiscal year 2014 bonuses was not tied to formulaic or pre-established performance measures.

The Compensation Committee selected the financial goals based on the recommendation of our Chief

Executive Officer and after reviewing the company's annual operating plan for fiscal year 2014, as well as its long-term strategic plan. The Compensation Committee weighted each of the three financial goals – revenue, gross margin and fully-diluted earnings per share – equally at 23.3% of the total potential bonus payout, and weighted the strategic component at 30% of the total potential bonus payout, as described in more detail below.

The Compensation Committee then implemented a sliding scale for the corporate financial performance goals that calculated a downward adjustment to 50% of the target bonus amount and an upward adjustment of up to 200% based upon achievement relative to the corporate financial performance goals as set forth in the table below.

Scaled Adjustment of Target Bonus Amounts Based on Total Performance:

Revenue
   
  Threshold
  Target
  Maximum
   
 

Percentage of Achievement:

  <85%   85%   100%   158%        

Percentage of Target Bonus Amount Paid:

  0   50%   100%   200%        

Gross Margin
   
  Threshold
  Target
  Maximum

Percentage of Achievement:

  <80%   80%   100%   161%

Percentage of Target Bonus Amount Paid:

  0   50%   100%   200%

Fully-Diluted EPS
   
  Threshold
  Target
  Maximum

Percentage of Achievement:

  <53%   53%   100%   171%

Percentage of Target Bonus Amount Paid:

  0   50%   100%   200%

The target bonus amount was reduced to zero if the company did not reach at least the threshold percentage achievement level for the corporate financial goal as shown above.

Below is the actual performance with respect to each financial goal compared to the target level for each of these goals established by the Compensation Committee for each executive officer at the beginning of the fiscal year and the achievement level established by the Compensation Committee for the strategic achievement component of the annual bonus.

The Compensation Committee awarded a 138% achievement level with respect to the strategic component of the fiscal year 2014 annual bonus based on its subjective assessment of the company's achievement of strategic

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   EXECUTIVE COMPENSATION AND OTHER INFORMATION   

initiatives and overall performance during the fiscal year. Specifically, the Compensation Committee noted the strategic achievements of the company highlighted in the "Executive Summary" section above, including achievements in the areas of compliance, strategic growth, positioning, organizational development, contracts awarded and innovation, each of which were important to the company but not necessarily reflected in the company's financial performance for fiscal year 2014.

Percentage of Achievement of Corporate Performance Goals

Financial Measure
  Performance
Goal ($ in
millions)

  Actual
Performance
($ in millions)

  Percentage of
Achievement

  Payout
Percentage

  Weighting
  Weighted Payout
Percentage

 

Revenue

  294.6   251.7   85%   52%   23.3%   12%  

Gross Margin

    112.9     93.6     83%     58%     23.3%     14%  

Fully-Diluted EPS(1)

  $ 1.04   $ 0.56   54%   51%   23.3%   12%  

Strategic Goals

    N/A     N/A     138%     138%     30.0%     41%  

TOTAL BONUS PAYOUT PERCENTAGE

  79%  

(1)
For bonus determination purposes only, fully-diluted earnings per share for fiscal year 2014 was reduced by $0.04 per share to exclude the increase in fair value of the conversion option of our CybAero convertible bond investment. Our fully-diluted earnings per share for fiscal year 2014 without such reduction was $0.60.

As a result, each of our Named Executive Officers received a fiscal year 2014 annual bonus equal to 79% of his target bonus amount, as set forth in the Summary Compensation Table below.

In furtherance of our compensation philosophy that a significant portion of overall compensation for our executive officers, including the Named Executive Officers, should be tied to performance, in July 2010, the Compensation Committee approved a long-term incentive compensation program and has made annual awards under such program to the Named Executive Officers of the company as well as other officers and

senior managers. The program is intended to reward the achievement of specific financial objectives over a three-year performance cycle. Under this program, certain employees, including the company's Named Executive Officers, are eligible to receive an award at the end of the three-year performance period based on the achievement of the financial objectives. The awards under the program are granted under the Restated 2006 Plan.

For each performance period under the program, the Compensation Committee determines a goal bonus amount for each executive, as well as financial objectives. A minimum achievement level of 80% relative to each financial objective must be met in order for any award to be paid. An executive's final award amount will be determined based on the highest performance relative to any of the financial goals and will be determined based on a sliding scale between achievement levels as follows:

Highest Level of
Achievement Relative
to Any Financial Objective

  Final Award Value
80% Achievement (Adjusted upward to 85% for the FY 2014-FY2016 Performance Period) (Threshold)   50% of the Goal Bonus Amount
100% Achievement (Target)   100% of the Goal Bonus Amount
150% Achievement (Maximum)   200% of the Goal Bonus Amount

In setting these goal bonus amounts and the achievement levels, the Compensation Committee considers the cash compensation of executives holding comparable positions based on the competitive market data provided by Compensia based on our peer group and the survey data. Generally, the Compensation Committee sets the target award levels so that, assuming achievement of the financial objectives established for a performance period, the total compensation for our Named

Executive Officers will be competitive with comparable executives at the companies in our peer group. The Compensation Committee believes that this approach is consistent with the high level of growth generally reflected in such financial objectives. Since the long-term incentive program was implemented in July 2010, only the award for the two-year performance period comprised of fiscal year 2011 and 2012 has resulted in a payout to our executive officers.

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   EXECUTIVE COMPENSATION AND OTHER INFORMATION   

In no event will an executive receive more than 200% of his or her goal bonus amount. The Compensation Committee is authorized, in its sole discretion, to reduce or eliminate (but not increase) an executive's final award value based on such external factors (whether objective or subjective) as the Compensation Committee deems appropriate. Each executive's goal bonus amount assumes that he or she will be employed on a full-time basis throughout the performance period. An executive's goal bonus amount will be prorated to the extent such executive is working on a part-time basis for any portion of the performance period.

Following the completion of a three-year performance period, the Compensation Committee certifies the company's and the relevant business unit's performance relative to the financial objectives for such performance period. Based on performance relative to the financial objectives, each executive will receive his or her final award. The awards are paid as follows: 50% will be paid in cash as soon as practicable, but in no case later than 30 days following the date on which the Compensation Committee certifies performance relative to the applicable financial objectives, which is referred to as the Certification Date. The remaining 50% will be paid in the form of a number of restricted stock units equal to (1) the portion of the award to be paid in the form of restricted stock units divided by (2) the fair market value per share of the company's common stock on the Certification Date. The restricted stock units will vest in two equal tranches on the last day of the first and second fiscal years following the completion of the

relevant performance period. The restricted stock units may be settled in cash or in shares of the company's common stock, in the discretion of the Compensation Committee. In the event an executive's employment terminates before the end of a performance period or prior to the payment and/or vesting of the cash portion of the award or the restricted stock units, the award and the restricted stock units will be forfeited.

The program is intended to be an ongoing program under which the Compensation Committee will grant new long-term incentive compensation awards each year. However, the Compensation Committee is not obligated to grant awards under the program each year, and it may grant awards in any given year with terms that vary from those set forth above in any respect, including, among other things, the performance objectives, the aggregate award values and the performance period. All determinations, interpretations and assumptions relating to the vesting and the calculation of the awards under the program will be made by the Compensation Committee.

Awards Under the Program for the FY2014-FY2016 Performance Period.    In July 2013, the Compensation Committee granted awards under the long-term incentive compensation program for the three-year performance period that will run from the beginning of our 2014 fiscal year through the end of our 2016 fiscal year (such period of time is referred to as the FY2014-FY2016 Performance Period) and established the revenue and operating profits objectives for such FY2014-FY2016 Performance Period.

Set forth below is a list of the Named Executive Officers who were granted long-term incentive compensation awards under the program for the FY2014-FY2016 Performance Period, the goal bonus amount for each Named Executive Officer and the maximum value of each such award. The terms of these awards are consistent with the terms of the program described above.

Name
  Title
  Goal
Bonus
Amount
($)

  Maximum
Bonus
Amount
($)

Timothy E. Conver   Chairman, President & Chief Executive Officer   387,600   775,200
Jikun Kim   Senior Vice President and Chief Financial Officer   170,240   340,480
Roy Minson   Senior Vice President and General Manager, Unmanned Aircraft Systems   194,940   389,880
Wahid Nawabi   Senior Vice President and General Manager, Efficient Energy Systems   164,160   328,320
Tom Herring1   Former Senior Vice President and Chief Operating Officer   228,000   456,000
1
Mr. Herring's employment terminated effective April 30, 2014, at which time he forfeited these awards.

Awards Under the Program for the FY2013-FY2015 Performance Period.    In May 2012, the Compensation Committee granted awards under the long-term incentive compensation program for the three-year performance period that will run from the beginning of our 2013 fiscal year through the end of our 2015 fiscal year (such period of time is referred to as the FY2013-FY2015 Performance Period) and established the revenue and operating profits objectives for such FY2013-FY2015 Performance Period.

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Set forth below is a list of the Named Executive Officers who were granted long-term incentive compensation awards under the program for the FY2013-FY2015 Performance Period, the goal bonus amount for each Named Executive officer and the maximum value of each such award. The terms of these awards are consistent with the terms of the program described above.

Name
  Title
  Goal
Bonus
Amount
($)

  Maximum
Bonus
Amount
($)

Timothy E. Conver   Chairman, President & Chief Executive Officer   510,000   1,020,000
Jikun Kim   Senior Vice President and Chief Financial Officer   224,000   448,000
Roy Minson   Senior Vice President and General Manager, Unmanned Aircraft Systems   256,000   512,000
Wahid Nawabi   Senior Vice President and General Manager, Efficient Energy Systems   216,000   432,000
Tom Herring   Former Senior Vice President and Chief Operating Officer   300,000   600,000
1
Mr. Herring's employment terminated effective April 30, 2014, at which time he forfeited these awards.

Payout of Awards Under the Program for the FY2012-FY2014 Performance Period.    In May 2011, the Compensation Committee granted awards under the long-term incentive compensation program for the three-year performance period that ran from the beginning of our 2012 fiscal year through the end of our 2014 fiscal year (such period of time is referred to as the FY2012-FY2014 Performance Period) and established the revenue and operating profits objectives for such FY2012-FY2014 Performance Period.

Set forth below is a list of the Named Executive Officers who were granted long-term incentive compensation awards under the program for the FY2012-FY2014 Performance Period, the goal bonus amount for each Named Executive officer and the maximum value of each such award. The terms of these awards were consistent with the terms of the program described above.

Name
  Title
  Goal
Bonus
Amount
($)

  Maximum
Bonus
Amount
($)

Timothy E. Conver   Chairman, President & Chief Executive Officer   496,413   992,826
Jikun Kim   Senior Vice President and Chief Financial Officer   217,360   434,720
Tom Herring   Former Senior Vice President and Chief Operating Officer   217,360   434,720
Roy Minson   Senior Vice President and General Manager, Unmanned Aircraft Systems   217,360   434,720
Wahid Nawabi1   Senior Vice President and General Manager, Efficient Energy Systems   172,000   344,000
1
Mr. Nawabi was added to the FY2012-FY2014 long- term compensation plan in December 2011, and received awards for such performance period upon his appointment as Senior Vice President and General Manager, Efficient Energy Systems.

 

For the awards under the long-term incentive compensation program for the FY2012-FY2014 Performance Period, the Compensation Committee established the following long-term compensation plan corporate financial objectives:

Financial Measure
  Objective
Revenue   $1,521.9 million
Operating Profits   $195.5 million

Following the completion of fiscal year 2014, the Compensation Committee determined that the company's cumulative revenue was $816.9 million for the FY2012-FY2014 Performance Period, missing the objective by 46%, and that its cumulative operating profits for the FY2012-FY2014 Performance Period were $59.3 million, missing the objective by 70%. Accordingly, each Named Executive Officer's long-term compensation plan award for the FY2012-FY2014 Performance Period was forfeited and no amounts were paid in respect of such awards.

We use equity awards to motivate our executive officers, including the Named Executive Officers, to increase the long-term value of our common stock and, thereby, to align the interests of our executive officers with those of our stockholders. These equity awards, which include stock options and restricted stock awards, are intended to further our success by ensuring that sustainable value creation is a key factor in our executive officers' management of our business.

The size and form of these equity awards is determined by the Compensation Committee in its discretion. We use stock options as one of our long-term incentives because, in addition to providing our executive officers with the opportunity to develop a stock ownership stake in our company, they result in compensation only to the extent that the market price of our common stock increases over the option term. We use restricted stock and restricted stock units as

44


   EXECUTIVE COMPENSATION AND OTHER INFORMATION  

long-term incentives because they reward our executive officers for improved stock price performance, but also encourage executive retention as these awards maintain value even during periods when there is volatility in our stock price. As described above under "Long-Term Incentive Compensation," 50% of each Named Executive Officer's long-term incentive compensation award, if any, for each performance period will be paid in restricted stock units.

In making equity awards to our executive officers, the Compensation Committee considers various factors, including, but not limited to, the recommendations of our Chief Executive Officer, the role and responsibilities of the executive officer, past performance, future planned contributions, and prior equity awards.

As noted above, the Compensation Committee has the discretion to determine which executive officers will receive equity awards, as well as the amount of any such awards. Typically, the Compensation Committee grants equity awards only on the dates of its regularly-scheduled committee meetings, without regard to the timing of the release of material information about us. All stock options are granted with an exercise price equal to the closing market price of our common stock on the date of grant. Generally, stock options vest in five equal installments on each of the first five anniversaries of the date of grant.

Fiscal Year 2014 Stock Option, Restricted Stock and Restricted Stock Unit Grants.    In June 2013, the Compensation Committee awarded stock options and a restricted stock award to Mr. Conver consistent with the objective of the company's compensation program to ensure that our executive officers have financial incentives to achieve substantial growth in stockholder value. These awards are detailed in the Grants of Plan-Based Awards table below. None of our other Named Executive Officers received stock option or restricted stock awards during fiscal year 2014. The committee provided Mr. Conver with an equity award because his cash compensation was substantially below amounts paid to chief executive officers at comparable companies based on the competitive market data provided by Compensia based on our peer group and the survey data.

In determining the grants of options and restricted stock for Mr. Conver, the Compensation Committee considered the company's overall long-term incentive guidelines for all executives, which attempt to balance, in the context of the competitive market for executive talent, the benefits of incentive compensation tied to

performance of the company's stock with the dilutive effect of equity compensation awards.

Other Compensation

We maintain various broad-based employee benefit plans for our employees. Except as described below, our executive officers, including the Named Executive Officers, participate in these plans on the same terms as other eligible employees, subject to any applicable limits on the amounts that may be contributed on behalf of or paid to our executive officers under these plans.

We have established a tax-qualified Section 401(k) retirement savings plan for our salaried U.S. employees who satisfy certain eligibility requirements. We intend for this plan to qualify under Section 401(a) of the Code so that contributions by participants to the plan, and income earned on plan contributions, are not taxable to participants until withdrawn from the plan. Pursuant to the Section 401(k) plan, in the case of participants who contribute a portion of their annual base salary to the plan, we provide a matching contribution of up to 5.75% of such annual base salary. The matching contributions made to the accounts of the Named Executive Officers during fiscal year 2014 are set forth in the Summary Compensation Table below.

We also maintain other benefit plans for our employees, which include medical and dental benefits, medical and dependent care flexible spending accounts, long-term disability insurance, accidental death and dismemberment insurance, and basic life insurance coverage. Except as noted in the following sentences, these benefits are provided to our executive officers on the same general terms as to all of our salaried U.S. employees. Certain employees receive higher disability insurance benefits than other employees based on a threshold base compensation level. Our executive officers, including the Named Executive Officers, receive higher life, accidental death, and dismemberment insurance benefits than our other employees.

We design our employee benefit programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefit programs as needed based upon regular monitoring of applicable laws and practices and the competitive market.

45


   EXECUTIVE COMPENSATION AND OTHER INFORMATION   

We do not view perquisites or other personal benefits as a significant component of our executive compensation program. From time to time, however, we have provided perquisites to certain of our executive officers to ensure that their compensation packages are competitive. As described above, in fiscal year 2014, we provided our executive officers with life, accidental death, and dismemberment insurance benefits in an amount exceeding that offered to our non-executive employees.

We provided our Chief Executive Officer with a company automobile and contractually agreed to pay for his retirement health benefits. Pursuant to this

commitment, we will provide supplemental medical coverage for our Chief Executive Officer and his spouse, effective upon his retirement.

In February 2013, we entered into an agreement with Mr. Nawabi pursuant to which we agreed to provide him with up to $300,000 in relocation benefits. To the extent Mr. Nawabi's relocation expenses did not equal or exceed $300,000 during fiscal year 2014, the company agreed to pay him the remaining balance as a cash bonus, which amount was paid in August 2014.

The amounts of the perquisites and other personal benefits provided to the Named Executive Officers in fiscal year 2014 are disclosed in the Summary Compensation Table below.

To further link the long-term economic interests of our executive officers directly to that of our stockholders, our board of directors adopted stock ownership guidelines for the executive officers in August 2013. The guidelines provide that the company's executive officers are expected to, within five years of the later of August 6, 2013 or the date on which such person is appointed to his or her position, own shares of the company's common stock with a market value of no less than four times current annual base salary with respect to the Chief Executive Officer and no less than two times current annual base salary with respect to the other executive officers. In addition, any shares of our common stock held by an executive officer in margin accounts or pledged as collateral for a loan will not be counted for purposes of satisfying the ownership guidelines. The table below shows each executive's equity ownership in the company as a multiple of salary and the minimum ownership level required pursuant to these guidelines for each of our executive officers as of July 31, 2014:

Name
  Dollar Value of Equity
Ownership as a Multiple
of Base Salary
($)1

  Minimum Ownership
Level Required as a
Multiple of Base Salary

 

Timothy E. Conver

  167.0x   4x  

Cathleen Cline

    8.6x     2x  

Jikun Kim

  1.8x   2x  

Roy Minson

    1.1x     2x  

Wahid Nawabi

  0.8x   2x  

Doug Scott

    0.1x     2x  
1
For each executive, calculated by dividing (a) the sum of (1) the aggregate number of shares of vested and unrestricted common stock held by such executive, multiplied by the closing price of $31.49 per share of our common stock on July 31, 2014, plus (2) the amount by which the market value of the shares of common stock underlying vested stock options held by such executive exceeds the exercise price of such stock options, if any, by (b) such executive's base salary.

 

Stock ownership guidelines for our non-employee directors are described above under "Director Compensation – Stock Ownership Guidelines for Non-Employee Directors."

The company has adopted post-vesting stock retention guidelines, which require executives to hold 50% of net after-tax shares issued upon the vesting of equity awards until their required stock ownership levels are achieved.

The company's insider trading policies contain stringent restrictions on transactions in company stock by executive officers. All trades by executive officers must be pre-cleared. Furthermore, no executive officer may use any strategies or products (including derivative securities, such as put or call options, or short-selling techniques) to hedge against potential changes in the value of our common stock.

46


   EXECUTIVE COMPENSATION AND OTHER INFORMATION  

In August 2013, we implemented an incentive compensation "clawback" policy under which our board of directors may require reimbursement or forfeiture of incentive compensation from an executive officer in the event the officer's wrongdoing later is determined by our board of directors to have resulted in a material negative restatement of the company's financial results. We believe that by providing the company with the appropriate power to recover incentive compensation paid to an executive officer in this situation, the company further demonstrates its commitment to strong corporate governance. This compensation recovery policy is in addition to any policies or recovery rights that are provided under applicable laws, including the Sarbanes-Oxley Act and the Dodd-Frank Act.

Under our compensation recovery policy, if the board of directors determines that a material negative financial restatement was caused by an executive officer's gross negligence or willful misconduct, it may require reimbursement from the executive officer for vested incentive compensation and/or the forfeiture of unvested or unpaid incentive compensation. The amount of vested compensation that may be recovered is the portion of any bonus paid to, and any performance-based equity awards earned by, the executive officer that the executive officer would not have received if the company's financial results had been reported properly. The right to cause a forfeiture or recovery of incentive compensation applies to incentive compensation awarded, vested and/or paid during the two years prior to the date on which the company is required to prepare an accounting restatement.

Tax and Accounting Considerations

Generally, Section 162(m) of the Code disallows a tax deduction to any publicly-held corporation for any remuneration in excess of $1 million paid in any taxable year to its chief executive officer and certain other executive officers. Remuneration in excess of $1 million may be deducted if, among other things, it qualifies as "performance-based compensation" within the meaning of the Code.

The Compensation Committee believes that stockholder interests are best served by not restricting the Compensation Committee's discretion and flexibility in crafting compensation programs, even

though such programs may result in certain non-deductible compensation expenses. Accordingly, the Compensation Committee reserves the right to approve elements of compensation for certain officers that are not fully deductible in the future in appropriate circumstances.

Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the company that exceeds certain prescribed limits, and that we, or our successor, may forfeit a deduction on the amounts subject to this additional tax. We did not provide any executive officer, including any Named Executive Officer, with a "gross-up" or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G or 4999 during fiscal year 2014 and we have not agreed and are not otherwise obligated to provide any Named Executive Officer with such a "gross-up" or other reimbursement.

We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC Topic 718, for our stock-based compensation awards. ASC Topic 718 requires companies to calculate the grant date "fair value" of their stock-based awards using a variety of assumptions. This calculation is performed for accounting purposes and reported in the compensation tables below, even though recipients may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award.

Risk Oversight of Compensation Programs

In August 2014, we conducted a risk assessment of our compensation policies and practices for our employees, including those relating to our executive compensation program. This risk assessment included a review of all our employee compensation programs, including our executive officer compensation program. Based on this assessment, we believe that these compensation programs have

47


   EXECUTIVE COMPENSATION AND OTHER INFORMATION   

been appropriately designed to attract and retain talent and properly incent our employees while ensuring that they do not encourage excessive risk taking. We further believe that we have an effective system of controls and procedures in place to ensure that our employees, including our executive officers, are not encouraged to take unnecessary or excessive risks in managing our business. In addition, our recently adopted compensation recovery policy provides our board of directors with an additional risk mitigation tool by allowing the board to hold employees accountable for improper actions that run counter to the company's objectives or inflate incentive compensation payable to executives. Likewise, our recently adopted stock ownership guidelines for executives help to further align executive interests with those of stockholders and provide an additional risk mitigation tool.

In reaching this conclusion, we note the following policies and practices which are intended to enable us to effectively monitor and manage the risks associated with our compensation programs:

Most of our incentive compensation plans, including our annual cash bonus program, permit the Compensation Committee to exercise its discretion to select performance measures and set target levels, monitor performance and determine final payouts;

Each of our compensation programs is subject to oversight by a broad-based group of functions within the company, including human resources, finance and legal and at multiple management levels within the company;

Employee compensation reflects a balanced mix of programs that focus our employees on achieving both short-term and long-term goals and that provide a balanced mix of fixed and variable compensation;

There are caps on the maximum payouts available under certain programs, including our annual cash bonus program and our long-term incentive program; and

Equity awards granted to employees are subject to multi-year service-based vesting conditions.

We discussed the findings of our risk assessment with the Compensation Committee. Based upon this assessment, we believe that our compensation policies and practices do not encourage unnecessary or excessive risk taking and are not reasonably likely to have a material adverse effect on the company.

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Table of Contents

   EXECUTIVE COMPENSATION TABLES   


EXECUTIVE COMPENSATION TABLES

Summary Compensation Table


The following table sets forth, as to each person serving as Chief Executive Officer and Chief Financial Officer during fiscal year 2014, and the three most highly compensated executive officers other than the Chief Executive Officer and Chief Financial Officer who were serving as executive officers at the end of fiscal year 2014 whose compensation exceeded $100,000, or the Named Executive Officers, information concerning all compensation paid for services to us in all capacities for fiscal years 2012, 2013 and 2014.

Name and Principal Positions
  Year
  Salary
($)

  Bonus
($)

  Non-Equity
Incentive Plan
Compensation
($)1

  Stock
Awards
($)2

  Option
Awards
($)2

  All Other
Compensation
($)3

  Total
($)

 

Timothy E. Conver

  2014   510,016     306,204   690,900   453,764   24,450   1,985,334  

President, Chairman,

  2013   509,231       133,225     26,728   669,184  

and Chief Executive Officer

  2012   495,552     694,007       10,313   1,199,872  

Jikun Kim

    2014     290,779         134,490             15,364     440,633  

Senior Vice President and

    2013     290,300             408,484     238,800     14,786     952,370  

Chief Financial Officer

    2012     286,556         292,629         166,800     62,144     808,129  

Roy Minson4

  2014   285,002     154,003       15,273   454,278  

Senior Vice President and

  2013   285,550       414,758   238,800   15,071   954,179  

General Manager, Unmanned

                                 

Aircraft Systems

                                 

Wahid Nawabi

    2014     280,390     264,968 5   129,686             51,363     726,407  

Senior Vice President and

    2013     269,716             411,291     238,800     50,473     970,280  

General Manager, Efficient

    2012     91,809     47,082     120,890         387,000     11,217     657,998  

Energy Systems

                                                 

Tom Herring6

  2014   300,019           236,271 7 536,290  

Former Senior Vice President and

  2013   307,904       414,758   238,800   16,069   977,531  

Chief Operating Officer

  2012   270,968     325,680     524,100   24,450   1,145,198  
1
For 2012, this column reflects the sum of (a) the cash bonuses paid to the Named Executive Officers under our annual executive cash bonus plan in July 2012 for fiscal year 2012 performance and (b) the cash payments earned by the Named Executive Officers under our long-term incentive program for the FY2011-FY2012 Performance Period, which were paid in July 2012 following the Compensation Committee's certification of performance for such period. For 2014, this column reflects the cash bonuses paid to the Named Executive Officers under our annual executive cash bonus plan in July 2014 for fiscal year 2014 performance.

2
The value of the equity awards equals their grant date fair value as computed in accordance with ASC Topic 718. For additional information regarding the valuation assumptions used in the calculation of these amounts, refer to Note 11 to the financial statements included in our annual report on Form 10-K for our 2014 fiscal year, as filed with the SEC. The amounts shown in the table do not necessarily reflect the actual value that may be recognized by the Named Executive Officers.


None of the long-term incentive compensation awards granted to the Named Executive Officers during fiscal year 2014 with performance conditions for the FY2014-FY2016 Performance Period were considered probable of achieving their vesting conditions at the date of grant. Therefore the grant date fair value of such performance awards for purposes of the Summary Compensation Table was zero. The full grant date fair value of awards which vest upon achieving performance conditions, assuming that the highest level of performance will be achieved in each case, is, however, set forth in the table below. For more information about the long-term incentive compensation awards granted to the Named Executive Officers during fiscal year 2014, please see the Grants of Plan-Based Awards Table below.

  Name
  Grant Date Fair Value
of Long-Term Incentive
Compensation Awards
Granted in FY 2014 ($)

 
 

Timothy E. Conver

  775,200  
 

Jikun Kim

    340,480  
 

Roy Minson

  389,880  
 

Wahid Nawabi

    328,320  
 

Tom Herring

  456,000  
3
These amounts represent the aggregate incremental cost to the company with respect to the perquisites and other personal benefits provided to the Named Executive Officer in fiscal years 2012 through 2014. For fiscal year 2014, the amounts include (a) our

49


   EXECUTIVE COMPENSATION TABLES   

Name
  Year
  401(k)
  Life
  Auto
  Relocation
  Severance and
Consulting
Payments

  Total
 

Timothy E. Conver

  2014   $ 14,663   $ 7,634   $ 2,153       $ 24,450  

Jikun Kim

    2014   $ 14,663   $ 731               $ 15,364  

Roy Minson

  2014   $ 14,663   $ 610         $ 15,273  

Wahid Nawabi

    2014   $ 15,811   $ 520       $ 35,032       $ 51,363  

Tom Herring

  2014   $ 13,999   $ 1,272       $ 221,000   $ 236,271  
4
Mr. Minson joined us in April 2010 as our Vice President of Business Development and Deputy General Manager, Unmanned Aircraft Systems. Mr. Minson was appointed as our Senior Vice President and General Manager, Unmanned Aircraft Systems, in May 2012.

5
In February 2013, we entered into an agreement with Mr. Nawabi pursuant to which we agreed to provide him with up to $300,000 in relocation benefits. The amount in this column represents the remaining portion of the relocation benefit earned by Mr. Nawabi during fiscal year 2014 after reimbursement for relocation costs incurred by him during fiscal year 2014 (which amounts are reflected in the "All Other Compensation" column), which amount was paid to Mr. Nawabi in August 2014.

6
Mr. Herring's employment as our Senior Vice President and Chief Operating Officer ceased effective April 30, 2014. Mr. Herring joined us in November 2008. Mr. Herring became the Senior Vice President and General Manager of our Unmanned Aircraft Systems business in March 2010 and our Chief Operating Officer in May 2012.

7
$221,000 of this amount represents severance payments Mr. Herring received in connection with the termination of his employment.

Grants of Plan-Based Awards

The following table provides information with respect to plan-based awards granted to the Named Executive Officers during fiscal year 2014.

 
   
   
   
   
   
   
   
   
   
   
  Grant
Date
Fair
Value
of
Stock
and
Option
Awards
($)3

 
 
   
   
   
   
   
   
   
  All
Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)1

  All
Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)2

   
 
 
   
  Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards
  Estimated Future Payouts
Under Equity
Incentive Plan Awards
  Exercise
or Base
Price of
Option
Awards
($/sh)

 
Name
  Grant
Date

  Threshold
($)

  Target
($)

  Maximum
($)

  Threshold
($)

  Target
($)

  Maximum
($)

 
                                                                     

Equity Awards

                                             

Timothy E. Conver

    6/12/13                             35,000             690,900  

    6/12/13                                 50,000     19.74     453,764  

Annual Executive Cash Bonus Plan4

                                             

Timothy E. Conver

    6/12/13     193,800     387,600     775,200                              

Jikun Kim

  6/12/13   85,120   170,240   340,480                

Roy Minson

    6/12/13     97,470     194,940     389,880                              

Wahid Nawabi

  6/12/13   82,080   164,160   328,320                

Tom Herring

    6/12/13     114,000     228,000     456,000                              

Long-Term Incentive Compensation Plan FY2014-FY2016 Performance Period5

                                             

Timothy E. Conver

    7/10/13     96,900     193,800     387,600     96,900     193,800     387,600                 775,200  

Jikun Kim

  7/10/13   42,560   85,120   170,240   42,560   85,120   170,240         340,480  

Roy Minson

    7/10/13     48,735     97,470     194,940     48,735     97,470     194,940                 389,880  

Wahid Nawabi

  7/10/13   41,040   82,080   164,160   41,040   82,080   164,160         328,320  

Tom Herring

    7/10/13     57,000     114,000     228,000     57,000     114,000     228,000                 456,000  
1
The restricted stock award vests in five equal annual installments, with the first installment vesting on July 11, 2014.

2
The stock option award vests in five equal annual installments, with the first installment vesting on July 11, 2014.

3
Represents the grant date fair value of the stock awards as determined under ASC Topic 718. For additional information regarding the valuation assumptions used in the calculation of these amounts, refer to Note 11 to the financial statements included in our annual report on Form 10-K for our 2014 fiscal year, as filed with the SEC. For the restricted stock units that may be earned under the long-term incentive compensation program with respect to the FY2014-FY2016 Performance Period, the grant date fair value was calculated based on the maximum value of such awards which may vest upon achieving performance conditions, assuming that the highest level of performance will be achieved. None of the long-term incentive compensation awards granted to the Named Executive Officers during fiscal year 2014 with performance conditions were considered probable of achieving their vesting conditions at the date of grant. Therefore the grant date fair value of such performance awards for purposes of the Summary Compensation Table was zero.

50


   EXECUTIVE COMPENSATION TABLES  

4
The Compensation Committee established maximum cash bonus and target bonus levels for the Named Executive Officers under our annual executive cash bonus plan in June 2013. The determination of the bonuses payable to the Named Executive Officers for fiscal year 2014 is described in the Compensation Discussion and Analysis section above. These columns show the range of bonus amounts for each Named Executive Officer from the threshold to the maximum based on the maximum permissible bonus amount set at the beginning of the fiscal year.

5
The Compensation Committee established threshold, target and maximum award levels for each of the Named Executive Officers under our long-term incentive compensation plan in June 2013. The determination of the cash and restricted stock units that will be payable to the Named Executive Officers following completion of the FY2014-FY2016 Performance Period is described in the Compensation Discussion and Analysis section above. These columns show the range of cash awards for each Named Executive Officer from the threshold to the maximum based on the maximum permissible award for each performance period set in June 2013. Provided that the threshold performance goals for a performance period are achieved, the Named Executive Officers' long-term incentive compensation awards will be paid as follows: 50% will be paid in cash as soon as practicable following the Certification Date for the applicable performance period and the remaining 50% will be paid in the form of a number of restricted stock units equal to (1) the portion of the award to be paid in the form of restricted stock units divided by (2) the fair market value per share of the company's common stock on the Certification Date. The restricted stock units will vest in two equal tranches on the last day of the first and second fiscal years following the completion of the relevant performance period. The amounts shown in the table reflect the estimated payment levels for each performance period in cash and in restricted stock units at threshold, target and maximum performance. The "Estimated Future Payouts Under Non-Equity Incentive Plan Awards" columns show the estimated cash payments and the "Estimated Future Payouts Under Equity Incentive Plan Awards" columns show the value of the restricted stock units that would be issued. The actual number of restricted stock units issued to our Named Executive Officers following the conclusion of a performance period will be based on our performance relative to the financial goals for that performance period and our stock price on the Certification Date. In addition, the restricted stock units may be settled in cash or in shares of company common stock, in the discretion of the Compensation Committee.

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Table of Contents

   EXECUTIVE COMPENSATION TABLES   

Outstanding Equity Awards at Fiscal Year End

The following table provides information with respect to equity awards held by each of the Named Executive Officers as of April 30, 2014.

 
  Option Awards   Stock Awards  
 
   
   
   
   
   
   
   
  Equity Incentive
Plan Awards:
 
 
   
   
   
   
   
   
  Market
Value of
Shares or
Units of
Stock that
Have not
Vested ($)2

  Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)

  Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested ($)

 
 
   
  Number of Securities
Underlying Unexercised
Options1
   
   
  Number of
Shares or
Units of
Stock that
Have not
Vested (#)

 
 
   
  Option
Exercise
Price
($)

  Option
Expiration
Date

 
Name
  Grant
Date

  Exercisable
(#)

  Unexercisable
(#)

 

Timothy E. Conver

  7/10/13               3 96,900 3

  6/12/13     50,000   19.74   6/12/23          

  6/12/13           35,000 4 1,181,950      

  5/30/12               3 127,500 3

  

  6/22/