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Internal leader Sean Woodward becomes AeroVironment (NASDAQ: AVAV) CFO

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

Rhea-AI Filing Summary

AeroVironment, Inc. appointed Sean Woodward as Executive Vice President and Chief Financial Officer, effective May 1, 2026, succeeding Kevin McDonnell, who will retire on July 31, 2026 and remain in a non-officer advisory role during a planned transition.

Woodward is an internal promotion, currently CFO of the Autonomous Systems segment and a longtime finance leader at the company. His compensation package includes a $515,000 annual base salary, a fiscal 2027 bonus target equal to 70% of base salary, and fiscal 2027 long-term equity awards.

The equity package consists of $736,450 in performance restricted stock units tied to financial goals over fiscal years 2027–2029 and $396,550 in time-vested restricted stock awards vesting in equal installments over three years. He will also participate in standard executive benefit and severance programs. The company issued a press release with further background on Woodward and leadership comments.

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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.
CFO base salary $515,000 per year Annual base salary for Executive Vice President and CFO role
Target bonus percentage 70% of base salary Fiscal 2027 annual bonus plan target for Sean Woodward
Performance RSUs grant value $736,450 Fiscal 2027 long term incentive program, PRSUs vesting over 2027–2029
Restricted stock grant value $396,550 Fiscal 2027 long term incentive program, time-based restricted stock
CFO transition effective date May 1, 2026 Date Sean Woodward becomes Executive Vice President and CFO
Retiring CFO end of employment July 31, 2026 Kevin McDonnell’s retirement date after advisory period
CFO age 44 Age of Sean Woodward at time of appointment disclosure
performance restricted stock units financial
"consisting of $736,450 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
"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.
Regulation FD Disclosure regulatory
"Item 7.01. Regulation FD Disclosure."
Executive Severance Plan financial
"eligible for benefits under the Company’s Amended and Restated Executive Severance Plan"
forward-looking statements regulatory
"Certain statements in this press release may constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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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 13, 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 Financial Officer Appointment

 

On April 13, 2026, AeroVironment Inc. (the “Company”) announced the appointment of Sean Woodward as the Company’s Executive Vice President and Chief Financial Officer, effective May 1, 2026. Mr. Woodward succeeds Kevin McDonnell, who previously announced his intent to retire from employment with the Company on July 31, 2026. Mr. McDonnell will continue his role as Chief Financial Officer with the Company through April 30, 2026, before transitioning to employment with the Company in a non-officer capacity starting May 1, 2026, to assist Mr. Woodward and the Company in a smooth and orderly transition.

 

Mr. Woodward, age 44, has served as the Chief Financial Officer of the Company’s Autonomous Systems segment from May 2025 to the present. He has held several positions of increasing responsibility since joining the Company in 2010, including as Senior Vice President of Finance from September 2024 to May 2025, Vice President of Global Operations Finance from February 2021 to September 2024, and as Vice President of Finance from June 2019 through February 2021. Mr. Woodward holds a bachelor’s of science in business management from the University of South Florida and an M.B.A. with a concentration in finance from the University of Tampa.

 

Compensation Arrangements

 

As part of his promotion to Executive Vice President and Chief Financial Officer, Mr. Woodward will receive an annual base salary of $515,000 and is eligible to participate in the Company’s fiscal year 2027 annual bonus plan with a target bonus opportunity of 70% of his annual base salary. Mr. Woodward will also be granted equity awards pursuant to the Company’s fiscal year 2027 long term incentive program, consisting of $736,450 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 $396,550 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 Mr. Woodward’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. Mr. Woodward 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. Mr. Woodward will also be eligible for benefits under the Company’s Amended and Restated Executive Severance Plan, which is described on page 68 of the Company’s most recent Notice of 2025 Annual Meeting of Stockholders and Proxy Statement filed with the Securities and Exchange Commission on August 13, 2025.

 

There are no arrangements or understandings between Mr. Woodward and any other persons pursuant to which he was selected to be an officer of the Company. There are also no family relationships between Mr. Woodward 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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Item 7.01.  Regulation FD Disclosure.

 

On April 13, 2026, the Company issued a press release announcing Mr. Woodward’s appointment as the Company’s Executive Vice President and Chief Financial 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
     
99.1   Press release issued by AeroVironment, Inc., dated April 13, 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 13, 2026 By: /s/ Melissa Brown
    Melissa Brown
    Executive Vice President, Chief Legal Officer & Corporate Secretary

 

4

 

Exhibit 99.1

 

 

 

AV Appoints Sean Woodward as Chief Financial Officer

 

ARLINGTON, Va., April 13, 2026 – AeroVironment, Inc. (“AV”) (NASDAQ: AVAV), a global defense technology leader, today announced the appointment of Sean T. Woodward as Executive Vice President and Chief Financial Officer, effective May 1, 2026. Woodward succeeds Kevin McDonnell, who will be stepping down from the role, as announced earlier this year. McDonnell will remain with the Company in an advisory role through July 2026 to help ensure a smooth transition of responsibilities.

 

Woodward is a seasoned finance leader with more than 22 years of experience in defense technology, including at AV, General Dynamics, and Honeywell Aerospace. Woodward joined AV in 2010 and has spent more than 15 years in leadership roles across the company supporting AV’s revenue growth and profitability that led AV to becoming a global defense technology leader with roughly $10 billion in market cap. Woodward most recently served as CFO of AV’s Autonomous Systems (AxS) segment, where he has been instrumental in growing and expanding several key franchise programs within AxS, and was responsible for the segment’s FP&A, operational finance, pricing and cost estimating, government accounting compliance, and program controls. Over his tenure at AV, Woodward has played a key role in building and scaling the finance organization, strengthening financial reporting, and supporting execution across the enterprise.

 

“Sean brings deep institutional knowledge and a strong understanding of our financial and business strategy, and he has been instrumental in AV achieving its strategic growth goals,” said Wahid Nawabi, Chairman, President and Chief Executive Officer. “Sean has played a critical role in commercializing several of our high-growth products, which are now key franchises for the company. His leadership has strengthened our finance organization while supporting AV’s expansion and integration efforts – a critical attribute that will play an increasingly important role as we internally build our systems and processes enabling AV to effectively scale. I look forward to continuing to work with Sean in his new role as CFO as we execute our growth strategy and deliver shareholder value.”

 

“I am honored to step into the role of CFO and look forward to building on our strong financial foundation,” said Woodward. “I am focused on continued collaboration with our leadership team in support of AV’s growth priorities to ensure the company remains well positioned for its next phase of execution.”

 

 

 

 

 

 

Woodward holds a Bachelor of Science in business management from the University of South Florida and an MBA with a concentration in Finance from the University of Tampa.

 

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 leadership change did AeroVironment (AVAV) announce in this 8-K?

AeroVironment announced that Sean Woodward will become Executive Vice President and Chief Financial Officer effective May 1, 2026, succeeding Kevin McDonnell. McDonnell will remain with the company in a non-officer advisory role through July 31, 2026 to support a smooth transition.

What is Sean Woodward’s compensation as AeroVironment (AVAV) CFO?

Sean Woodward will receive a $515,000 annual base salary and a fiscal 2027 bonus target equal to 70% of that salary. He will also receive performance restricted stock units and restricted stock awards under the company’s fiscal 2027 long term incentive program.

What equity awards will AeroVironment (AVAV) grant to new CFO Sean Woodward?

Sean Woodward’s fiscal 2027 long term incentive awards include $736,450 of performance restricted stock units and $396,550 of time-based restricted stock. The PRSUs vest based on financial metrics over fiscal years 2027–2029, while the restricted stock vests in equal tranches over three years.

What experience does Sean Woodward bring to the AeroVironment (AVAV) CFO role?

Sean Woodward has more than 22 years of defense technology finance experience, including roles at AeroVironment, General Dynamics and Honeywell Aerospace. At AeroVironment, he has held multiple senior finance positions and most recently served as CFO of the Autonomous Systems segment.

Will AeroVironment’s retiring CFO Kevin McDonnell remain with the company?

Yes. Kevin McDonnell will remain as Chief Financial Officer through April 30, 2026, then transition to a non-officer role from May 1, 2026. He will stay with AeroVironment through July 31, 2026 to help ensure an orderly leadership transition.

Filing Exhibits & Attachments

4 documents