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Dr. Rob Smith joins AeroVironment (NASDAQ: AVAV) as new chief operating officer

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

AeroVironment, Inc. appointed Dr. Robert Smith as Executive Vice President and Chief Operating Officer, effective April 13, 2026, succeeding retiring executive Brad Truesdell, who will move into an advisory role through April 30, 2026 and then a paid consulting role.

Dr. Smith’s offer includes a $550,000 annual base salary, a fiscal 2027 bonus target of $440,000, a $350,000 cash sign-on bonus subject to repayment conditions, and $350,000 in time-vested restricted stock. He is also slated to receive fiscal 2027 long-term equity awards of $715,000 in performance restricted stock units and $385,000 in additional restricted stock, vesting over three years based on service and performance metrics.

Under a separate consulting agreement effective May 1, 2026, Mr. Truesdell will provide services through Truesdell Capital LLC for up to about 26 months at $200 per hour, retain vesting of existing restricted stock awards, forfeit most performance units, and remain eligible for a fiscal 2026 bonus under the company’s short-term incentive plan.

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Insights

Leadership transition with structured incentives, limited immediate thesis impact.

AeroVironment is installing an experienced defense-industry operator, Dr. Robert Smith, as COO while managing continuity via a paid consulting arrangement with outgoing executive Brad Truesdell. The package aligns with typical senior defense leadership compensation, mixing salary, cash incentives and multi‑year equity.

The equity-heavy structure, including $715,000 in performance restricted stock units tied to fiscal 2027‑2029 metrics, is designed to link rewards to execution over several years. Truesdell’s continued vesting of restricted stock and limited performance unit retention encourage a cooperative transition without creating outsized new obligations.

Overall, this represents routine succession planning and incentive design rather than a major strategic shift. Future disclosures in periodic reports will provide clearer insight into how Dr. Smith’s operational oversight of the AxS and SCDE businesses translates into financial performance and margin trends.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
COO base salary $550,000 per year Annual base salary for Dr. Smith under offer letter
COO bonus target $440,000 Fiscal 2027 bonus target for Dr. Smith
COO sign-on bonus $350,000 Cash sign-on bonus repayable if he leaves within 12 months for specified reasons
Initial restricted stock $350,000 Time-vested restricted stock grant to Dr. Smith over three years
Performance RSUs $715,000 Fiscal 2027 long-term incentive performance restricted stock units for 2027–2029 period
Additional restricted stock $385,000 Time-vested restricted stock under fiscal 2027 long-term incentive program
Consulting rate $200 per hour Hourly consulting fee for Brad Truesdell via Truesdell Capital LLC
Consulting term Up to ~26 months Duration after end of employment during which Truesdell may consult
restricted stock financial
"Additionally, Dr. Smith will be granted $350,000 of restricted stock pursuant to the terms of the Company’s 2021 Equity Incentive Plan."
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
performance restricted stock units financial
"consisting of $715,000 of performance restricted stock units which will vest based on the Company’s achievement of specified financial metrics"
Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.
long term incentive program financial
"Dr. Smith will also be granted equity awards pursuant to the Company’s fiscal year 2027 long term incentive program"
A long term incentive program is a multi-year pay plan that gives key employees stock, stock options or cash rewards only if the company meets predefined performance goals or the employees stay with the company. It matters to investors because it aligns managers’ decisions with shareholder interests, affects future earnings through compensation costs and potential share dilution, and signals how leadership is being motivated to grow the business—like a multi-year bonus tied to the company’s scoreboard.
Section 16 Short Term Incentive Plan financial
"his bonus for the Company’s fiscal year 2026 under the Company’s FY2026 Section 16 Short Term Incentive Plan"
Regulation FD Disclosure regulatory
"Item 7.01. Regulation FD Disclosure."
false 0001368622 0001368622 2026-04-07 2026-04-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 7, 2026

 

AEROVIRONMENT, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-33261   95-2705790
(State or other jurisdiction of   (Commission File Number)   (I.R.S. Employer Identification No.)
incorporation or organization)        

 

241 18th Street South, Suite 650    
Arlington, Virginia   22202
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (703) 418-2828

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.0001 par value AVAV The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Chief Operating Officer Appointment

 

On April 9, 2026, AeroVironment Inc. (the “Company”) announced the appointment of Robert Smith as the Company’s Executive Vice President and Chief Operating Officer, effective April 13, 2026. Dr. Smith succeeds Brad Truesdell, who previously announced his intent to retire from employment with the Company upon the appointment of his successor. Mr. Truesdell will continue employment with the Company in an advisory role through April 30, 2026, before transitioning to a consulting role starting May 1, 2026, to assist Dr. Smith and the Company in a smooth and orderly transition.

 

Dr. Smith, age 53, served as the Vice President, Radio Frequency Solutions of Raytheon Company, an RTX Corp. company, from February 2024 to March 2026. He also served as Vice President, Mission Suites of Raytheon from September 2023 to February 2024. He served as Senior Vice President and General Manager, Integrated Defense Solutions of Cobham Advanced Electronic Solutions from March 2022 to September 2023 and as President, Government Operations of BWX Technologies, Inc. from January 2021 to January 2022. Prior to joining BWX Technologies, Dr. Smith had multiple executive roles at Lockheed Martin Corp., including Vice President and General Manager of Radar and Sensor Systems, Vice President of C4ISR, and Vice President of Space and Cyber, among other positions. Dr. Smith holds a bachelor’s degree in chemical engineering from the University of Maryland Baltimore County, a Ph.D. in chemical engineering from Auburn University and a master’s degree in business administration from Johns Hopkins University.

 

Offer Letter with Dr. Smith

 

The Company entered into a written offer letter with Dr. Smith outlining the terms of his employment. Pursuant to the terms of the offer letter, Dr. Smith will receive an annual base salary of $550,000. He will also participate in the Company’s fiscal year 2027 bonus plan with a bonus target of $440,000. Dr. Smith will also receive a sign-on bonus of $350,000, subject to all applicable taxes, which sign-on bonus must be repaid if he voluntarily resigns or is terminated for cause within twelve months following the commencement of his employment with the Company. Additionally, Dr. Smith will be granted $350,000 of restricted stock pursuant to the terms of the Company’s 2021 Equity Incentive Plan. Subject to Dr. Smith’s continued service to the Company, the restricted stock will vest in equal installments over a three-year period with the first vesting occurring approximately one year from the grant date. Dr. Smith will also be granted equity awards pursuant to the Company’s fiscal year 2027 long term incentive program, consisting of $715,000 of performance restricted stock units which will vest based on the Company’s achievement of specified financial metrics over the cumulative three-fiscal year 2027-2029 performance period and $385,000 of restricted stock awards, which will vest over time in equal amounts over a three-year period beginning approximately one year after the date of grant. It is expected that Dr. Smith’s equity awards under the fiscal year 2027 long term incentive program will be issued at the time awards under the program are made to the Company’s other executive officers. Dr. Smith will be eligible to participate in the Company's equity incentive plan, employee stock purchase program and deferred compensation plan and other benefits generally available to the Company’s executive officers. The foregoing summary of the offer letter is not complete and is qualified in its entirety by reference to the full text thereof, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

 

There are no arrangements or understandings between Dr. Smith and any other persons pursuant to which he was selected to be an officer of the Company. There are also no family relationships between Dr. Smith and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

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Consulting Agreement with Mr. Truesdell

 

On April 7, 2026, the Company entered into a consulting agreement, with an effective date of May 1, 2026 (the “Effective Date”), pursuant to which Mr. Truesdell will provide consulting services to the Company through his limited liability company, Truesdell Capital LLC, for up to approximately 26 months after the end of his employment with the Company at a rate of $200.00 per hour. Mr. Truesdell’s outstanding restricted stock awards will continue to vest pursuant to their terms over the term of the consulting agreement. All performance restricted stock units held by Mr. Truesdell, other than performance restricted stock units for the fiscal year 2024-fiscal year 2026 performance period, will be forfeited on the Effective Date. On April 8, 2026, Mr. Truesdell and the Company entered into Amendment No. 1 to the consulting agreement, effective as of the Effective Date, to clarify that Mr. Truesdell will be entitled to receive his bonus for the Company’s fiscal year 2026 under the Company’s FY2026 Section 16 Short Term Incentive Plan (“STIP”), which will be paid when, and if, the Company pays bonuses to the other participants in the STIP based on the Company’s achievement of the metrics associated with the STIP.

 

The foregoing description of the consulting agreement is not complete and is qualified in its entirety by reference to the full text thereof, which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

 

Item 7.01.  Regulation FD Disclosure.

 

On April 9, 2026, the Company issued a press release announcing Dr. Smith’s appointment as the Company’s Executive Vice President and Chief Operating Officer.  A copy of the Company’s press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1.

 

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

Item 9.01.  Financial Statements and Exhibits

 

(d)            Exhibits.

 

Exhibit Number   Description
     
10.1   Offer Letter dated March 18, 2026 with Robert Smith.
10.2   Consulting Agreement and Amendment No. 1 to Consulting Agreement by and between AeroVironment, Inc. and Truesdell Capital LLC effective May 1, 2026.
99.1   Press release issued by AeroVironment, Inc., dated April 9, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURE 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  AEROVIRONMENT, INC.
     
Date: April 9, 2026 By: /s/ Melissa Brown
    Melissa Brown
    Executive Vice President, Chief Legal Officer & Corporate Secretary

 

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Exhibit 99.1

 

 

AV Appoints Dr. Robert Smith as Chief Operating Officer

 

Defense Veteran to Strengthen Operational Execution as AV Scales Manufacturing and Supply Chain Capabilities

 

ARLINGTON, Va., April 9, 2026 – AeroVironment, Inc. (“AV”) (NASDAQ: AVAV), a global defense technology leader, today announced the appointment of Dr. Robert (Rob) Smith as Executive Vice President and Chief Operating Officer, effective April 13, 2026.

 

In this role, Dr. Smith will oversee the Company’s Autonomous Systems (AxS) and Space, Cyber and Directed Energy (SCDE) business units, as well as the Company’s global operations and manufacturing footprint. His appointment reflects AV’s continued focus on scaling manufacturing to meet rising customer demand, strengthening operational execution and enhancing capabilities in a dynamic global defense environment. Dr. Smith will report to Wahid Nawabi, Chairman, President and Chief Executive Officer.

 

Dr. Smith joins AV from Raytheon, an RTX company, where he most recently served as Vice President, Radio Frequency Solutions. At Raytheon, Dr. Smith oversaw the P&L for a multi-billion-dollar radar and electronic warfare business. Previously, he was Vice President of Mission Suites, responsible for leading the development and delivery of integrated sensor and electronic warfare products and systems for U.S. and international customers.

 

“Rob is a proven global operations leader with a track record of driving performance at large, complex and industry-leading defense companies,” said Wahid Nawabi, Chairman, President and Chief Executive Officer. “I am excited to welcome Rob to the team as we accelerate our work to build a stronger AV, scale our manufacturing capabilities, strengthen our supply chain and ensure our operations can support the growing demand we are experiencing.”

 

“AV is pioneering the development and delivery of leading-edge autonomous defense technologies, and I am honored to join the team at this important time,” said Dr. Smith. “I have admired AV’s portfolio and success and look forward to working with Wahid and the leadership team to advance the Company’s strategic priorities, deliver for our customers and drive value creation for shareholders.”

 

 

 

 

 

 

About Dr. Rob Smith

 

Prior to joining Raytheon, Dr. Smith was the Senior Vice President and General Manager, Integrated Defense Solutions for CAES. Previously, he was President of Government Operations at BWX Technologies (BWXT), where he was responsible for all of the company’s U.S.-based nuclear business lines, including the company’s work for the Naval Nuclear Propulsion Program, the U.S. Department of Energy, the National Nuclear Security Administration, NASA and other government customers. Prior to joining BWXT, Dr. Smith held multiple executive roles at Lockheed Martin, and Nantero’s Government Business Unit where he played a critical role in the acquisition by Lockheed. He was also a Director at Windermere and a civil servant in the intelligence community where he held various operational, engineering, and leadership positions. Dr. Smith holds a bachelor’s degree (Cum Laude) in chemical engineering from the University of Maryland Baltimore County, a Ph.D. in chemical engineering from Auburn University, and a MBA from Johns Hopkins University.

 

About AV

 

AeroVironment (“AV”) (NASDAQ: AVAV) is a defense technology leader delivering integrated capabilities across air, land, sea, space, and cyber. The Company develops and deploys autonomous systems, loitering munitions, counter-UAS technologies, space-based platforms, directed energy systems, and cyber and electronic warfare capabilities—built to meet the mission needs of today’s warfighter and tomorrow’s conflicts. At the core of these technologies lies AV_Halo™, a modular, mission-ready suite of AI-powered software tools that empowers warfighters and enables full-battlefield dominance: detect, decide, deliver. With a national manufacturing footprint and a deep innovation pipeline, AV delivers proven systems and future-defining capabilities at speed, scale, and operational relevance. For more information, visit www.avinc.com.

 

Safe Harbor Statement

 

Certain statements in this press release may constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, forecasts, and assumptions that involve risks and uncertainties, which could cause actual results to differ materially. Factors that may cause such differences include, but are not limited to, our ability to perform under existing contracts and obtain new ones; regulatory changes; competitor activities; market growth; product development challenges; and general economic conditions. For a more detailed discussion of these risks, please refer to AeroVironment’s filings with the Securities and Exchange Commission. We undertake no obligation to update forward-looking statements as a result of new information or future events.

 

 

 

 

 

 

AV Investor Contact:

 

Denise Pacioni

ir@avinc.com

805.795.4108

 

AV Media Contact:

 

BJ Koubaroulis

bj.koubaroulis@avinc.com

747.324.5358

 

 

 

FAQ

What executive leadership change did AeroVironment (AVAV) announce?

AeroVironment appointed Dr. Robert Smith as Executive Vice President and Chief Operating Officer, effective April 13, 2026. He replaces Brad Truesdell, who is retiring from employment but will remain as an advisor and then paid consultant to support a smooth leadership transition.

What is Dr. Robert Smith’s compensation package at AeroVironment (AVAV)?

Dr. Smith will receive a $550,000 annual base salary, a $440,000 target bonus for fiscal 2027, and a $350,000 cash sign-on bonus. He is also granted $350,000 in restricted stock plus long-term equity awards totaling $1.1 million in performance units and additional restricted stock.

How are Dr. Robert Smith’s equity awards at AVAV structured?

Dr. Smith receives $350,000 in restricted stock vesting in equal installments over three years, starting about one year from grant. For fiscal 2027, he is scheduled to receive $715,000 in performance restricted stock units and $385,000 in additional restricted stock, vesting over a three-year performance and service period.

What consulting arrangement does AeroVironment have with Brad Truesdell?

Effective May 1, 2026, Truesdell will provide consulting services through Truesdell Capital LLC for up to approximately 26 months at $200 per hour. His existing restricted stock continues to vest, while most performance restricted stock units are forfeited, and he remains eligible for a fiscal 2026 bonus.

What prior experience does Dr. Robert Smith bring to AeroVironment?

Dr. Smith previously held senior roles at Raytheon, including Vice President, Radio Frequency Solutions and Vice President, Mission Suites. He also served in executive positions at CAES, BWX Technologies and Lockheed Martin, overseeing radar, sensor, electronic warfare and government-focused defense businesses for U.S. and international customers.

Filing Exhibits & Attachments

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