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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.
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) |
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 |
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