DEF 14A of Rocket Lab Corp, Apr 24, 2024

DEF 14A of Rocket Lab Corp

Filed Apr 24, 2024 · FY20230000950170-24-047569

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The members of our Board are divided into three classes of directors and serve staggered three-year terms, with each director to serve until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation or removal. Vacancies on the Board shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum of the Board and not by the stockholders. Any director so appointed to fill a vacancy shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such director’s successor shall have been duly elected and qualified or until his or her earlier resignation, death or removal. We have nine authorized members on our Board. On April 12, 2024, current director, Sven Strohband, informed the Board that he has decided not to stand for reelection at the Annual Meeting. Accordingly, his term as a director will end upon the election of directors at the Annual Meeting. In light of Mr. Strohband not continuing as a director, the Board will reduce the size of the Board to eight members as permitted by the Company’s bylaws effective as of the Annual Meeting. The number of directors may be changed by our Board from time to time by resolution of a majority of the directors then in office or if at an annual meeting, by amendment of our bylaws by the affirmative vote of 66-2/3% of the outstanding voting stock of the Company entitled to vote on such amendment or repeal, voting together as a single class. If however, the Board recommends that stockholders approve such amendment or repeal at such meeting of stockholders, such amendment or repeal shall only require the affirmative vote of a majority of the outstanding capital stock of the Company entitled to vote on such amendment or repeal, voting together as a single class. At the Annual Meeting, our two Class III directors are to be elected to hold office for a three-year term to expire at our 2027 annual meeting of stockholders and until their successors are duly elected and qualified. The Class III director nominees to the Board are Lt. Gen. Nina M. Armagno (Ret.) and Peter Beck.

  2. The Board of Directors

    The Board of Directors Information regarding the director nominees and each continuing director is set forth below. Each of the nominees listed in the Proxy Statement has agreed to serve as a director if elected. If for some unforeseen reason a nominee becomes unwilling or unable to serve, proxies will be voted for a substitute nominee selected by the Board. The following table sets forth certain information regarding our director nominees:

  3. The Board of Directors

    | Name | Age | Position | | Lt. Gen. Nina M. Armagno (Ret.) | 58 | Director, Member of the Government Security Committee | | Peter Beck | 47 | Chairman, Director and Chief Executive Officer |

  4. The Board of Directors

    Lt. Gen. Nina M. Armagno (Ret.). Lt. Gen. Armagno was appointed as a member of our Board in November 2023 and serves on our Government Security Committee. Lt. Gen. Armagno served as the Director of Staff, Headquarters for U.S. Space Force since August 2020. From June 2018 to August 2020, she served as the Director, Space Programs, Office of the Assistant Secretary for Acquisition where she directed the development and procurement of space programs for the Air Force and crafted program strategies for representing Air Force positions to Headquarters U.S. Air Force, the Office of the Secretary of Defense, Congress, and the White House. Prior to 2018, Lt. Gen. Armagno was the Director, Plans and Policy, U.S. Strategic Command where she was responsible for space and nuclear weapons plans, policy and employment. She is the only person who commanded both the Eastern and Western test and launch ranges. She is also a member of The Council on Foreign Relations. Lt. Gen. Armagno holds a Bachelor of Science in Biology from the U.S. Air Force Academy, a Master of Arts in Education Administration and Management from Chapman University, and a Master of Science in National Security Studies from National War College. We believe Lt. Gen. Armagno is qualified to serve on our Board due to her demonstrated leadership and experience in the U.S. Air Force and U.S. Space Force. Peter Beck. Mr. Beck is the Founder, President and Chief Executive Officer of Rocket Lab. Mr. Beck founded the company in 2006 and has served on the Legacy Rocket Lab board and as the President and Chief Executive Officer since July 2013 and was appointed Chairman of the Legacy Rocket Lab board in May 2021 and our Board since August 2021 (references to “Legacy Rocket Lab” mean this company prior to its merger with Vector Acquisition Corporation on August 25, 2021). Further, he served as our Treasurer from July 2013 until May 2021 and as our Secretary and Chief Financial Officer from July 2013 until September 2015. From 2013, Mr. Beck led the development of the Electron launch vehicle, which was designed from the ground up to accommodate a high launch rate business model to meet the needs of customers for small launch services. Under Mr. Beck’s leadership, Rocket Lab pioneered advanced aerospace manufacturing techniques for Electron, including 3D printed rocket engines, electric-pump-fed rocket engines and fully carbon composite fuel tanks. Mr. Beck also led the development of our private orbital launch site, LC-1, located in Mahia, New Zealand, which required the establishment of an international treaty and legislation to enable us to use U.S. launch and spacecraft technology that otherwise would not be permitted for launches from foreign soil. Prior to founding Rocket Lab, Mr. Beck began his career in 1993 with an apprenticeship as a precision engineer at global appliance manufacturer Fisher & Paykel, before moving into production machinery design, product design and analysis. He later went to a government research institute in 2003 where he focused on advanced composites structures and materials for high performance applications. While at the government lab, Mr. Beck led several complex engineering programs to optimize technologies including wind turbines and superconductors. In his own time, Mr. Beck began building rockets at an early age, steadily increasing their size and complexity. In 2006, Mr. Beck founded Rocket Lab and led its efforts to successfully launch Atea-1 in 2009, which we believe is the first commercially-developed rocket to reach space from the Southern Hemisphere. An award-winning engineer, Mr. Beck has been presented with the Gold Medal from the Royal Aeronautical Society, Meritorious Medal from the New Zealand Division of the Royal Aeronautical Society and Cooper Medal and Pickering Medal from the Royal Society of New Zealand. In addition, in recognition of Mr. Beck’s outstanding contributions to aerospace, entrepreneurship and technical innovation he was appointed as an adjunct professor in aerospace engineering by the University of Auckland. We believe that Mr. Beck is qualified to serve as a member of our Board because of his track record of success as the founder and Chief Executive Officer of Rocket Lab, as well as his knowledge and extensive experience. The following table sets forth certain information regarding our continuing directors:

  5. The Board of Directors

    | Name | Age | Director Class | | Edward Frank | 67 | Class II | | Michael Griffin | 74 | Class II | | Matt Ocko | 55 | Class II | | Jon Olson | 70 | Class I | | Merline Saintil | 47 | Class I | | Alex Slusky | 56 | Class I |

  6. The Board of Directors

    Edward Frank. Dr. Frank has served as a member of our Board since September 2022 and currently serves as chair of our Compensation Committee and serves on our Audit Committee. Since August 2022, he has served as Executive Chair of Gradient Technologies. Prior to Gradient, he was co-founder and CEO of Cloud Parity Inc., a voice-of-the-customer startup in the SF Bay Area, founded in late 2013. From 2009 through 2013, he was Vice President of Macintosh Hardware Systems Engineering at Apple, Inc. where he led the development of four generations of Macintosh laptop and desktop computers. Before joining Apple, he was Corporate Vice President of Research and Development at Broadcom, where he was responsible for Broadcom's overall engineering execution and played a key role in corporate business and IP strategy. Prior to becoming Corporate VP of R&D, Frank co-founded and led the engineering group for Broadcom's Wireless LAN business, which is now one of Broadcom's largest business units. Frank joined Broadcom in May 1999 following its acquisition of Epigram, Inc., where he was the founding CEO and Executive Vice President. From 1993 to 1996, he was a co-founder and Vice President of Engineering of NeTpower, Inc., a computer workstation manufacturer. From 1988 to 1993, Frank was a Distinguished Engineer at Sun Microsystems, Inc., where he co-architected several generations of Sun's SPARCstations and was a principal member of Sun's Green Project, which developed the precursor to the Java cross-platform web programming language. He is a named inventor on over 50 issued patents, and serves as an advisor to and/or board member of several startups. In addition to Rocket Lab, he serves on the board of directors of Analog Devices (Nasdaq: ADI), and SiTime (Nasdaq: SITM), and was previously on the board of directors of Cavium, FusionIO, Marvell (Nasdaq: MRVL), and Quantenna (Nasdaq: QTNA). Dr. Frank holds BSEE and MSEE degrees from Stanford University. He received a Ph.D. in Computer Science from Carnegie Mellon University, where he was a Hertz Foundation Fellow. He is a member of the National Academy of Engineering, a Fellow of the Institute for Electrical and Electronic Engineers, and a Board Leadership Fellow of the National Association of Corporate Directors. We believe that Dr. Frank is qualified to serve on our Board due to his demonstrated leadership in his field and his experience. Michael Griffin. Dr. Griffin has served as a member of our Board since August 2021 and as a member of the Legacy Rocket Lab board since July 2020. Dr. Griffin serves as the chair of the Government Security Committee and serves on our Compensation Committee and our Nominating and Corporate Governance Committee. Since July 2020, Dr. Griffin co-founded and has served as the Co-President of LogiQ Inc, a management and technical consulting practice in the aerospace, defense and national security sector. From February 2018 until July 2020, Dr. Griffin was the Under Secretary of Defense, Research & Engineering in the Department of Defense, where he was responsible for all U.S. Defense Department research and development. From August 2012 until May 2017, Dr. Griffin was the Chairman & CEO of the Schafer Corporation, a professional services provider in the national security sector. From May 2009 through August 2012, Dr. Griffin held the King-MacDonald Chair in Mechanical and Aerospace Engineering at the University of Alabama in Huntsville. From April 2005 to January 2009, Dr. Griffin served as the 11th Administrator of the National Aeronautics and Space Administration. Dr. Griffin has a BA in Physics and an MS degree in Applied Physics from Johns Hopkins University, an MSE in Aerospace Science from the Catholic University of America, a PhD in Aerospace Engineering from the University of Maryland, an MS degree in Electrical Engineering from the University of Southern California, an MBA from Loyola College of Maryland and an MS degree in Civil Engineering from George Washington University. We believe that Dr. Griffin is qualified to serve as a member of our Board because of his extensive experience as a scientist, engineer and administrator in the aerospace field. Matt Ocko. Mr. Ocko has served as a member of our Board since August 2021 and as a member of the Legacy Rocket Lab board since January 2017. Mr. Ocko serves on our Audit Committee and our Compensation Committee. Since 2010, Mr. Ocko has served as the Co-Founder and Co-Managing Partner of venture capital fund DCVC. Prior to co-founding DCVC, Mr. Ocko was an investor at numerous firms, including VantagePoint Ventures, LLC, SOFTBANK Technology Ventures Corp (aka Mobius Venture Capital), Sevin Rosen Funds and Helix Investments. From 1984 – 1991, Mr. Ocko served as a member of the board of directors (in his capacity as co-founder) and Vice President of Research and Development of Da Vinci Systems, an e-mail software vendor. Mr. Ocko has a degree in Physics from Yale University. We believe that Mr. Ocko is qualified to serve as a member of our Board because of his extensive experience in the venture capital industry, advising technology companies as both a director and executive. Jon Olson. Mr. Olson has served as a member of our Board since August 2021 and as a member of the Legacy Rocket Lab board since June 2021. Mr. Olson is the chair of our Audit Committee and serves on our Nominating and Corporate Governance Committee. Mr. Olson served as the Chief Financial Officer at Xilinx, Inc., a provider of programmable semiconductor platforms, from June 2005 until his retirement in July 2016. While serving as Chief Financial Officer, he also held a variety of other senior management positions at Xilinx, including most recently as Executive Vice President from May 2014 to July 2016 and, prior to that, Senior Vice President of Finance from August 2006 to May 2014 and Vice President of Finance from June 2005 to August 2006. Prior to joining Xilinx, he served from 1979 to 2005 at Intel Corporation in various senior financial positions, including Vice President, Finance and Enterprise Services and Director of Finance. Mr. Olson currently serves as a member of the board of directors of AMD, Inc and Kulicke and Soffa Industries, Inc. and has previously served as a member of the board of directors of Xilinx, Inc, Mellanox Technologies, Ltd. and InvenSense Inc., among others. Mr. Olson holds an MBA in Finance from Santa Clara University and a B.S. in Accounting from Indiana University. We believe Mr. Olson is qualified to serve as a member of our Board because of his financial expertise and extensive experience advising technology companies as both a director and executive.

  7. The Board of Directors

    Merline Saintil. Ms. Saintil has served as a member of our Board since June 2021 and currently serves as our lead independent director, chair of our Nominating and Corporate Governance Committee and serves on our Compensation Committee. Ms. Saintil is an experienced senior executive, having served a number of Fortune 500 and privately-held companies, including Change Healthcare Inc. (Nasdaq: CHNG), Intuit Inc. (Nasdaq: INTU), Yahoo! Inc., PayPal Holdings Inc. (Nasdaq: PYPL), Adobe Inc. (Nasdaq: ADBE) and Joyent, Inc. From April 2019 to February 2020, Ms. Saintil served as the Chief Operating Officer, R&D/IT, for Change Healthcare Inc., a payment management software company. Prior to joining Change Healthcare, Ms. Saintil was a senior executive in the Product & Technology group at Intuit Inc., a software company, from November 2014 to August 2018, where her core responsibilities included driving global strategic growth priorities, leading merger and acquisition integration and divestitures and leading business operations for nearly half of Intuit’s workforce. Prior to Intuit, Ms. Saintil served as Head of Operations for Mobile & Emerging Products for Yahoo! Inc. from January 2014 to November 2014. Prior to joining Yahoo!, Ms. Saintil held various roles at Joyent, Inc., a software company, from November 2011 to September 2013; PayPal Holdings Inc., a payments company, from July 2010 to November 2011; Adobe Inc., a software company, from April 2006 to July 2010; and Sun Microsystems, Inc. from October 2000 to April 2006. Ms. Saintil has served on the boards of directors of Gitlab, Inc. (Nasdaq: GTLB) since October 2020, Symbotic (Nasdaq: SYM) since June 2022, Evolv Technology Holdings, Inc. (Nasdaq: EVLV) since January 2021 and TD SYNNEX Corporation (NYSE: SNX) since September 2021. Ms. Saintil is the Chair of the Nominating and Governance Committee of Symbotic and Evolv Technology. She is certified in Cybersecurity Oversight by the National Association of Corporate Directors and the Carnegie Mellon Software Engineering Institute. Ms. Saintil holds a Bachelor of Science degree in Computer Science from Florida A&M University and a Master of Science degree in Software Engineering Management from Carnegie Mellon University and has completed Stanford Directors’ College and Harvard Business School’s executive education program. She is certified in Cybersecurity Oversight by the National Association of Corporate Directors and the Carnegie Mellon Software Engineering Institute and has completed Stanford Directors’ College and Harvard Business School’s executive education programs. Due to her significant experience in product, technology and business operations, we believe that Ms. Saintil contributes her leadership skills and business experience to the Board. Alex Slusky. Mr. Slusky has served as a member of our Board since August 2021 and previously as the Chairman of the Vector Acquisition Corporation board of directors since its initial public offering. Mr. Slusky serves on our Nominating and Corporate Governance Committee. Since its inception in 1997, Mr. Slusky has served as Managing Partner and Chief Investment Officer of Vector Capital and its affiliated funds. He has also served as the Chairman of the board of Vector Acquisition Corporation II, a special purpose acquisition company, since 2021, served as a director of Cambium Networks Corp., a wireless technology company, since 2011 and served as a director of Technicolor SA, a manufacturer of digital media solutions, from July 2013 until 2016. From 1995 until 1997, Mr. Slusky led the technology equity practice at Ziff Brothers Investments, managing a portfolio of public and private technology investments which later became Vector Capital. From 1992 until 1995, Mr. Slusky was an investor at New Enterprise Associates, a venture capital firm where he focused on venture investments in software, communications and digital media. Mr. Slusky has a degree in Economics from Harvard University and an MBA from Harvard Business School. We believe that Mr. Slusky is qualified to serve as a member of our Board because of his significant investment and business management experience and deep technical experience in technology companies.

  8. Executive Compensation Philosophy and Objectives

    Executive Compensation Philosophy and Objectives Our executive compensation program is guided by our overarching philosophy of paying for demonstrable performance. We strive to provide an executive compensation program that is competitive, rewards achievement of our business objectives and aligns our executive officers’ interests with those of our stockholders. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary objectives: • provide market competitive compensation and benefit levels that will attract, motivate, reward and retain a highly talented team of executives within the context of responsible cost management; • establish a direct link between our financial and operational results and strategic objectives and the compensation of our executives; • align the interests and objectives of our executives with those of our stockholders by linking their long-term incentive compensation opportunities to stockholder value creation and their cash incentives to our annual performance; and • offer total compensation opportunities to our executives that are competitive, internally consistent and fair. We structure the annual compensation of our executive officers using the following principal elements: base salary, discretionary cash bonus opportunities and long-term equity incentive opportunities in the form of equity awards. The design of our executive compensation program is influenced by a variety of factors, with the primary goals being to align the interests of our executive officers, including our Named Executive Officers and stockholders and to link pay with performance. We have not adopted policies or employed guidelines for allocating compensation between current and long-term compensation, between cash and non-cash compensation or among different forms of non-cash compensation. As described below, the Compensation Committee considers a variety of factors in formulating and proposing the appropriate yearly mix among such compensatory elements, including our compensation philosophy and the value of outstanding equity awards granted in prior years.

  9. Compensation-Setting Process

    Compensation-Setting Process Role of Compensation Committee The Compensation Committee discharges the responsibilities of our Board relating to the compensation of our executive officers, including our Named Executive Officers. The Compensation Committee has the authority to make decisions regarding the compensation of our executive officers, including our Named Executive Officers and formulate recommendations for our Board regarding the compensation of the non-employee members of our Board. The Compensation Committee has the overall responsibility for overseeing our compensation and benefits policies generally and overseeing and evaluating the compensation plans, policies and practices applicable to our executive officers. In carrying out its responsibilities, the Compensation Committee evaluates our compensation policies and practices with a focus on the degree to which these policies and practices reflect our executive compensation philosophy, develops strategies and makes decisions that it believes further our philosophy or align with developments in best compensation practices and reviews the performance of our executive officers when making decisions with respect to their compensation. The Compensation Committee’s authority, duties and responsibilities are further described in its charter, which is reviewed annually and revised and updated as warranted. The charter is available at https://investors.rocketlabusa.com. The Compensation Committee retains a compensation consultant (as described below) to provide support in its review and assessment of our executive compensation program; however, the Compensation Committee exercises its own judgment in determining the compensation of our executive officers, including our Named Executive Officers. Setting Target Total Direct Compensation Each year, the Compensation Committee conducts an annual review of the compensation arrangements of our executive officers, including our Named Executive Officers. As part of this review, the Compensation Committee evaluates the base salary levels, cash bonus opportunities and long-term incentive compensation opportunities of our executive officers and all related performance criteria. The Compensation Committee does not establish a specific target for formulating the target total direct compensation opportunities of our executive officers. In formulating its decisions about the compensation of our executive officers, the members of the Compensation Committee rely primarily on their general experience and subjective considerations of various factors, including the following: • our executive compensation program objectives; • our performance against the financial, operational and strategic objectives established by the Compensation Committee and our Board; • each individual executive officer’s knowledge, skills, experience, qualifications and tenure relative to other similarly situated executives at the companies in our compensation peer group and/or selected broad-based compensation surveys; • the scope of each executive officer’s role and responsibilities compared to other similarly situated executives at the companies in our compensation peer group and/or selected broad-based compensation surveys; • the prior performance of each individual executive officer, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function and work as part of a team, all of which reflect our core values; • the potential of each individual executive officer to contribute to our long-term financial, operational and strategic objectives; • the retention risk (and related replacement cost) of each individual executive officer; • our CEO’s compensation relative to that of our executive officers and compensation parity among our executive officers; • our financial performance relative to our peers; • the compensation practices of our compensation peer group and the companies in selected broad-based compensation surveys and the positioning of each executive officer’s compensation in a ranking of peer company compensation levels based on an analysis of competitive market data; and • the recommendations of our CEO with respect to the compensation of our executive officers (except with respect to his own compensation). These factors provide the framework for formulating and making decisions regarding the compensation opportunity for each executive officer, including each Named Executive Officer. No single factor is determinative in developing these decisions, nor is the impact of any individual factor on the determination of pay levels quantifiable. The Compensation Committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in formulating and developing its compensation decisions for our executive officers. The members of the Compensation Committee consider this information in light of their individual experience, knowledge of the Company, knowledge of the competitive market, knowledge of each executive officer and business judgment in making their decisions. The Compensation Committee does not engage in formal benchmarking against other companies’ compensation programs or practices to establish our compensation levels or make specific compensation decisions with respect to our executive officers. Instead, in formulating and making its decisions, the Compensation Committee reviews information summarizing the compensation paid at a representative group of peer companies, to the extent that the executive positions at these companies are considered comparable to our positions and informative of the competitive environment and more broad-based compensation surveys to gain a general understanding of market compensation levels. Role of Management In discharging its responsibilities, the Compensation Committee works with members of our management, including our CEO. Our management assists the Compensation Committee by providing information on corporate and individual performance, market compensation data and management’s perspective on compensation matters. The Compensation Committee solicits and reviews our CEO’s proposals with respect to program structures, as well as his recommendations for cash compensation, long-term incentive compensation opportunities and other compensation-related matters for our executive officers, including our Named Executive Officers (except with respect to his own compensation), based on his evaluation of their performance for the prior year. At the end of each year, our CEO reviews the performance of our other executive officers including our Named Executive Officers, based on such individual’s level of success in accomplishing the business objectives established for him or her for the year and his or her overall performance during that year and then shares these evaluations with and makes recommendations to, the Compensation Committee for each element of compensation as described above. The annual business objectives for each executive officer are developed through mutual discussion and agreement between our CEO and the executive officers and take into account the Company’s business objectives, which are reviewed with our Board. The Compensation Committee reviews and discusses the proposals and recommendations with our CEO and considers them as one factor in formulating and making its decisions with respect to the compensation of our executive officers, including our Named Executive Officers. Our CEO also attends meetings of our Board and the Compensation Committee at which executive compensation matters are addressed, except with respect to discussions involving his own compensation. Role of Compensation Consultant

  10. Compensation-Setting Process

    The Compensation Committee has the sole authority to retain an external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review, including the authority to approve the consultant’s reasonable fees and other retention terms. The compensation consultant reports directly to the Compensation Committee and its chair and serves at the discretion of the Compensation Committee, which reviews the engagement annually. During 2023, Compensia, Inc. (“Compensia”), a national compensation consulting firm, served as the compensation consultant of the Compensation Committee to advise on executive compensation matters, including competitive market pay practices for our executive officers, including our Named Executive Officers and with the data analysis and selection of the compensation peer group. During 2023, Compensia attended the meetings of the Compensation Committee (both with and without management present) as requested and provided various services, including the following: a review and update of the executive compensation peer group; the review and analysis of the base salary levels, cash bonus opportunities and long-term incentive compensation opportunities of our Named Executive Officers against competitive market data based on the companies in our compensation peer group and selected compensation surveys; an assessment of executive compensation trends within our industry and updating on corporate governance and regulatory issues and developments; • a review and analysis of the compensation paid to the non-employee members of our Board; • a review and analysis of our executive equity strategy and benchmarks; • a review and analysis of equity utilization and burn rates; • an equity compensation retention analysis; • consultation with the Compensation Committee chair and other members between Compensation Committee meetings; and • support on other ad hoc matters throughout the year. The terms of Compensia’s engagement includes reporting directly to the Compensation Committee chair. Compensia also coordinated with our management for data collection and job matching for our executive officers. In 2023, Compensia did not provide any other services to us. The Compensation Committee has evaluated its relationship with Compensia to ensure that it believes that such firm is independent from management. This review process included a review of the services that such compensation consultant provided, the quality of those services and the fees associated with the services provided during 2023. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), Nasdaq Rule 5605(d)(3)(D) and such other factors as were deemed relevant under the circumstances, the Compensation Committee has determined that no conflict of interest was raised as a result of the work performed by Compensia. Competitive Positioning The Compensation Committee believes that peer group comparisons are useful guides to measure the competitiveness of our executive compensation program and related policies and practices. For purposes of assessing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a select group of peer companies. This compensation peer group consists of companies that are similar to us in terms of revenue, market capitalization and industry focus. The competitive data drawn from this compensation peer group is one of several factors that the Compensation Committee uses to formulate and make its decisions with respect to the compensation of our executive officers, including our Named Executive Officers. For the purposes of establishing the competitiveness of our executive compensation program, the Compensation Committee directed Compensia to develop and propose a compensation peer group to reflect then current market conditions. In identifying and selecting the companies to comprise the compensation peer group, Compensia considered the following primary criteria: • publicly traded companies in the aerospace and defense, cable and satellite, other space and aircraft-related industries, and broader technology, preferably located in California; • similar revenues –companies with revenues up to approximately $500 million; • similar market capitalization –companies with market capitalizations generally below $10 billion; • high revenue growth; and an initial public offering of equity securities since 2012. The compensation peer group as approved by the Compensation Committee in consisted of the following publicly traded companies:

  11. Compensation-Setting Process

    The Compensation Committee uses data drawn from the companies in our compensation peer group, as well as data from custom data cuts drawn from the Radford Global Technology Survey database (including separate survey cuts of California technology companies with revenues between $200 million and $500 million and all U.S. technology companies with revenues between $200 million and $500 million), to evaluate the competitive market when formulating and making its decisions for the total direct compensation packages for our executive officers, including base salary, cash bonus opportunities and long-term incentive compensation opportunities. The Compensation Committee intends to review our compensation peer group at least annually and make adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group.

  12. Compensation Elements

    Compensation Elements Generally, our executive compensation program consists of the following principal elements – base salary, cash bonus opportunities and long-term incentive compensation in the form of equity awards:

  13. Compensation Elements

    | Element | Type of Element | Compensation Element | Objective | | Base Salary | Fixed | Cash | Designed to attract and retain executives by providing fixed compensation amounts that are competitive in the market and reward performance | | Cash Bonuses | Variable | Cash | Designed to motivate our executives to achieve annual business objectives and provide financial incentives when we meet or exceed these annual objectives | | Long Term Equity Incentive Compensation | Variable | Equity awards in the form of RSU awards. None granted in 2023 | Designed to align the interests of our executives and our stockholders by motivating them to create sustainable long-term stockholder value |

  14. Compensation Elements

    | Named Executive Officer | Discretionary Bonus Payout ($) | | Mr. Beck | $462,714 | | Mr. Spice | $268,189 | | Mr. Kampani | $185,085 |

  15. Compensation Elements

    Long-Term Equity Incentive Compensation As a technology company that encounters significant competition for qualified personnel, long-term incentive compensation plays a critical role in our ability to attract, hire, motivate and reward qualified and experienced executive officers. The use of long-term incentive compensation in the form of equity awards is necessary for us to compete for qualified executive officers without significantly increasing cash compensation and is the most important element of our executive compensation program. We use equity awards to incentivize and reward our executive officers, including our Named Executive Officers, for long-term corporate performance based on the value of our common stock and, thereby, to align their interests with the interests of our stockholders. The realized value of these equity awards bears a direct relationship to our stock price and, therefore, these awards are an incentive for our executive officers to create value for our stockholders. Equity awards also help us retain our executive officers in a highly competitive market. To date, the Compensation Committee has not applied a rigid formula in developing its recommendations with respect to the size of the equity awards to be granted to our executive officers. Instead, in making these recommendations, the Compensation Committee has exercised its judgment as to the amount of the awards after considering a competitive market analysis prepared by its compensation consultant, the outstanding equity holdings of each executive officer (including the current economic value of his or her unvested equity holdings and the ability of these unvested holdings to satisfy our retention objectives), the projected impact of the proposed awards on our earnings, the proportion of our total shares outstanding used for annual employee long-term incentive compensation awards (our “burn rate”) in relation to the annual burn rate ranges of the companies in our compensation peer group and other recently-public technology companies, the potential voting power dilution to our stockholders in relation to the median practice of the companies in our compensation peer group and the other factors described in “Compensation-Setting Process — Setting Target Total Direct Compensation” above. Based upon these factors, the Compensation Committee formulates and determines the size of each award it proposes to recommend at levels it considers appropriate to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value. As part of its annual review of our executive compensation program and after taking into consideration a competitive market analysis prepared by its compensation consultant and the existing equity holdings of our Named Executive Officers, the Compensation Committee decided not to grant equity awards to any of our Named Executive Officers in 2023. Health and Welfare Benefits Our Named Executive Officers are eligible to participate in the same employee benefit plans and on the same terms and conditions, as all other full-time, salaried U.S. employees. These benefits include medical, dental and vision insurance, business travel insurance, an employee assistance program, health and dependent care flexible spending accounts, basic life insurance, accidental death and dismemberment insurance, short-term and long-term disability insurance, commuter benefits, reimbursement for mobile phone coverage and an employee stock purchase plan. We maintain the Rocket Lab USA Inc. Section 401(k) Profit Sharing Plan & Trust, a tax-qualified retirement plan that provides eligible employees, including our United States-based Named Executive Officers, with an opportunity to save for retirement on a tax-advantaged basis (the “Section 401(k) Plan”). Retirement plan participants are able to defer eligible compensation subject to applicable annual limits under the Internal Revenue Code (the “Code”). Participants pre-tax or Roth contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. Participants are immediately and fully vested in their contributions. We match each participant’s contribution up to a maximum of 3% of their eligible compensation, subject to three-year vesting. The Section 401(k) Plan is intended to be qualified under Section 401(a) of the Code with the plan’s related trust intended to be tax exempt under Section 501(a) of the Code. We design our employee benefits programs to be affordable and competitive in relation to the market as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market. Perquisites and Other Personal Benefits Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide significant perquisites or other personal benefits to our Named Executive Officers except as generally made available to our employees or in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make him or her more efficient and effective and for recruitment and retention purposes. In 2023, none of our Named Executive Officers, other than our CEO, received perquisites or other personal benefits in amounts equal to or greater than $10,000. In the future, we may provide perquisites or other personal benefits in limited circumstances, such as those described in the preceding paragraph. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the Compensation Committee.

  16. Employment Agreements

    Employment Agreements We have entered into written employment agreements or employment offer letters with each of our Named Executive Officers. We believe that these agreements were necessary to secure the service of these individuals in a highly competitive job market. Each of these employment agreements does not have a specific term and provides for “at will” employment (meaning that either we or the executive officer may terminate the employment relationship at any time without cause). These employment agreements generally set forth the Named Executive Officer’s initial base salary, initial target annual cash bonus opportunity and eligibility to receive annual equity awards based upon performance and award guidelines as established by our Board or the Compensation Committee. In addition, to the extent applicable, each employment agreement or employment offer letter also includes certain restrictive covenants, effective during the Named Executive Officer’s employment with us and for a six-month period thereafter. Further, each of our Named Executive Officers are also subject to intellectual property assignment and perpetual confidentiality provisions that protect our commercial interests. These employment agreements also provided that each Named Executive Officer is eligible to receive severance payments and benefits upon a qualifying termination of employment. Such provisions have been subsequently replaced by the Executive Severance Plan, as more fully described in “Post-Employment Compensation” below. For detailed descriptions of the employment arrangements with our Named Executive Officers, see “Executive Compensation – Potential Payments on Termination or Change in Control” below.

  17. Post-Employment Compensation

    Post-Employment Compensation We have adopted the Executive Severance Plan in which each of our Named Executive Officers is a participant. The Executive Severance Plan provides for certain protections in the event of specified involuntary terminations of employment (including a termination of employment by us “without cause” or a resignation of employment for “good reason” (as such terms are defined in the Executive Severance Plan (a “qualifying termination”)), including a qualifying termination in connection with a change in control of the Company), in exchange for executing and not revoking our then-standard separation agreement and release of claims and reaffirmation of his “restrictive covenants agreement” (as defined in the Executive Severance Plan). The Executive Severance Agreements provide reasonable compensation in the form of severance pay and certain limited benefits to a Named Executive Officer if he or she leaves our employ under certain circumstances to facilitate his or her transition to new employment. Further, in some instances we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing Named Executive Officer to sign a separation agreement and release of claims in a form and with terms acceptable to us providing for a general release of all claims as a condition to receiving post-employment compensation payments or benefits. In addition, we believe these agreements align the interests of our Named Executive Officers and our stockholders when considering our long-term future. One of the primary purposes of these agreements in the case of a change in control of the Company is to keep our most senior executive officers focused on pursuing all corporate transaction activity that is in the best interests of our stockholders regardless of whether those transactions may result in their own job loss. Reasonable post-acquisition payments and benefits should serve the interests of both the executive officer and our stockholders. Under the Executive Severance Plan, all payments and benefits in the event of a change in control of the Company are payable only if there is a connected loss of employment by a Named Executive Officer (a so-called “double-trigger” arrangement). We use this double-trigger arrangement to protect against the loss of retention value following a change in control of the Company and to avoid windfalls, both of which could occur if vesting of either equity or cash-based awards accelerated automatically as a result of the transaction. We do not use excise tax payments (or “gross-ups”) relating to a change in control of the Company and have no such obligations in place with respect to any of our executive officers, including our Named Executive Officers. In the event of a change in control of the Company, to the extent Section 4999 of the Code is applicable to a Named Executive Officer, such individual is entitled to receive either (i) payment of the full amounts specified in the Executive Severance Plan to which he is entitled or (ii) payment of such amount that is less than the amount that would otherwise trigger the excise tax imposed by Section 4999, depending on which results in the Named Executive Officer receiving the greater net after-tax benefit. We believe that having in place reasonable and competitive post-employment compensation arrangements are essential to attracting and retaining highly qualified executive officers. The Compensation Committee does not consider the specific amounts payable under the post-employment compensation arrangements when developing its recommendations with respect to the annual compensation for our Named Executive Officers. We do believe, however, that these arrangements are necessary to offer compensation packages that are competitive. For detailed descriptions of the post-employment compensation arrangements with our Named Executive Officers under the Executive Severance Plan, as well as an estimate of the potential payments and benefits payable under these arrangements, see “Executive Compensation – Potential Payments on Termination or Change in Control” below.

  18. Tax and Accounting Considerations

    Tax and Accounting Considerations The Compensation Committee takes the applicable tax and accounting requirements into consideration in designing and overseeing our executive compensation program. Deductibility of Executive Compensation Under Section 162(m) of the Code, compensation paid to our “covered executive officers” (which include our CEO and CFO) and except for certain “grandfathered” arrangements, will not be deductible to the extent it exceeds $1 million. While the Compensation Committee considers the deductibility of awards as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions, as noted above and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by us for tax purposes. Accounting for Stock-Based Compensation The Compensation Committee takes accounting considerations into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC Topic 718 requires us to record a compensation expense in our income statement for all equity awards granted to our executive officers and other employees. This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.

  19. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table presents information regarding the total compensation awarded to, earned by and paid to Rocket Lab’s Named Executive Officers for services rendered to Rocket Lab in all capacities in fiscal years ended December 31, 2023, 2022 and 2021, respectively. Unless otherwise noted below for Mr. Beck, all of his amounts were paid in New Zealand Dollars (“NZD”) and converted to United States Dollars (“USD”) for purposes of reporting such amounts below using an exchange ratio of NZD 1:USD 0.6841 reported on the Wall Street Journal on December 31, 2021 for compensation awarded, earned or paid in the fiscal year ended December 31, 2021; NZD 1:USD 0.6349 reported on the Wall Street Journal on December 31, 2022 for compensation awarded, earned or paid in the fiscal year ended December 31, 2022; and NZD 1:USD 0.6319 reported on the Wall Street Journal on December 29, 2023 for compensation awarded, earned or paid in the fiscal year ended December 31, 2023.

  20. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | All other Compensation ($) | Total ($) | | Peter Beck | 2023 | 500,000 | 462,714 | — | — | — | 962,714 | | President, Chief Executive Officer | 2022 | 486,751 | 350,000 | — | — | 1,069 | 837,820 | | and Chairman of the Board | 2021 | 306,459 | — | — | — | 18,788 | 325,247 | | Adam Spice | 2023 | 407,000 | 268,189 | — | — | 13,133(4) | 688,322 | | Chief Financial Officer | 2022 | 383,111 | 202,860 | 9,536,750 | — | 7,757 | 10,130,478 | | | 2021 | 315,774 | — | — | 4,707,448 | 6,168 | 5,029,390 | | Arjun Kampani | 2023 | 400,000 | 185,085 | — | — | 16,549(4) | 600,634 | | Senior Vice President, General Counsel and Corporate Secretary (5) | 2022 | 284,615 | 108,548 | 3,212,382 | — | 3,489 | 3,609,034 |

  21. 2023 Summary Compensation Table

    (1) The amounts represent discretionary bonuses paid to the named executive officers. For Mr. Beck, his bonus was paid in USD. (2) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the RSUs granted during the applicable fiscal year, computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 14 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Such grant-date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. These amounts also do not reflect the actual economic value that may be realized by the Named Executive Officers upon the vesting and settlement of RSUs or the sale of the common stock underlying such awards. (3) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the stock option awards granted during the applicable fiscal year, computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 14 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Such grant-date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. These amounts also do not reflect the actual economic value that may be realized by the Named Executive Officers upon the exercise of the stock options or the sale of the common stock underlying such stock options. (4) The amount represents employer matching contributes under our 401(k) ($12,253 for Mr. Spice and $15,669 for Mr. Kampani) and cell phone reimbursements ($880 for Mr. Spice and $880 for Mr. Kampani). (5) Mr. Kampani commenced employment with us on April 11, 2022 as the Company’s Senior Vice President, General Counsel and Corporate Secretary. Mr. Kampani was not a Named Executive Officer for 2021.

  22. Grants of Plan-Based Awards Table for Fiscal Year 2023

    Grants of Plan-Based Awards Table for Fiscal Year 2023 None of our Named Executive Officers received any non-equity incentive plan awards or equity awards during 2023.

  23. Outstanding Equity Awards at 2023 Fiscal Year End Table

    Outstanding Equity Awards at 2023 Fiscal Year End Table The following table sets forth information concerning outstanding equity awards held by each of the Named Executive Officers as of December 31, 2023.

  24. Outstanding Equity Awards at 2023 Fiscal Year End Table

    | | | | Option Awards(1) | | | | Stock Awards(2) | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(3) | | Peter Beck | — | — | — | | — | — | — | — | | Adam Spice | 8/3/2018 | 5/25/2018 | 5,121,652(4) | — | 1.09 | 8/3/2028 | — | — | | | 5/12/2022 | 5/12/2022 | — | | — | — | 1,148,453(5) | 6,350,945 | | Arjun Kampani | 5/12/2022 | 4/11/2022 | — | | — | — | 386,848(5) | 2,139,269 |

  25. Outstanding Equity Awards at 2023 Fiscal Year End Table

    Each option is subject to the terms of our Second Amended and Restated 2013 Stock Option and Grant Plan (as amended from time to time, the “2013 Plan”). The options are subject to certain acceleration of vesting provisions pursuant to the Executive Severance Plan. (2) Each stock award is subject to the terms of our 2021 Stock Option and Incentive Plan (as amended from time to time, the “2021 Plan”). The equity awards are subject to certain acceleration of vesting provisions pursuant to the Executive Severance Plan. (3) Computed in accordance with SEC rules as the number of unvested shares or units multiplied by the closing market price of a share of our common stock on December 29, 2023, the last trading day of our 2023 fiscal year, which was $5.53. (4) Shares subject to the stock option have fully vested. (5) 1/16th of the RSUs vested on August 22, 2022 and 1/16th of the RSUs vested or will vest on each March 1st, May 22nd, August 22nd and November 22nd thereafter, in each case subject to the applicable Named Executive Officer’s continuous service relationship through each applicable vesting date.

  26. Option Exercises and Stock Vested in Fiscal Year 2023 Table

    Option Exercises and Stock Vested in Fiscal Year 2023 Table The following table sets forth the number of shares acquired and the value realized upon the vesting of RSUs during the fiscal year ended December 31, 2023, by each of our Named Executive Officers. No stock options were exercised in 2023.

  27. Option Exercises and Stock Vested in Fiscal Year 2023 Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Peter Beck | — | — | | Adam Spice | 459,381 | 2,232,592 | | Arjun Kampani | 154,739 | 752,031 |

  28. Option Exercises and Stock Vested in Fiscal Year 2023 Table

    (1) The value realized upon vesting of RSUs is calculated by multiplying the number of shares of RSUs vested by the closing price of a share of our common stock on the vesting date.

  29. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control

  30. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K (the “PVP Rules”), we are providing information about the relationship between our company performance and executive compensation actually paid to our Principal Executive Officer and the other Named Executive Officers (the “Reported NEOs”), as calculated in accordance with Item 402(v) of Regulation S-K. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, see our Compensation Discussion and Analysis this Proxy Statement and in our proxy statements filed for 2021 and 2022. In the below pay versus performance table, we provide information about compensation of our Named Executive Officers for each of the last three fiscal years (the “Covered Years”). Additionally, we provide information about the results for certain financial performance measures during the Covered Years. Although the PVP Rules require us to disclose “compensation actually paid,” these amounts do not necessarily reflect compensation that our NEOs actually earned in the Covered Years. Instead, “compensation actually paid” reflects a calculation computed in accordance with the PVP Rules, including adjusted values to unvested and vested equity awards during the Covered Years based on either year-end or vesting date stock prices and various accounting valuation assumptions. “Compensation actually paid” generally fluctuates due to stock price performance.

  31. PAY VERSUS PERFORMANCE

    | Pay Versus Performance | | | | | | | | | | | | Average | Average | Value of Initial Fixed $100 | | | | | | | Summary | Compensation | Investment Based On: | | | | | Summary | Compensation | Compensation | Actually | Rocket Lab | Peer Group | | | | Compensation | Actually | Table Total | Paid to | Total | Total | | | | Table Total | Paid | for Non-PEO | Non-PEO | Shareholder | Shareholder | | | Year | for PEO | to PEO | NEOs | NEOs | Return | Return | Net | | (1) | (2) | (3) | (2) | (4) | (5) | (6) | Loss | | 2023 | $962,714 | $962,714 | $644,478 | $2,330,238 | $53 | $75 | $(182,571,000) | | 2022 | $837,820 | $837,820 | $4,688,684 | $2,278,142 | $36 | $60 | $(135,944,000) | | 2021 | $325,246 | $325,246 | $5,098,005 | $7,036,152 | $118 | $92 | $(117,320,000) |

  32. PAY VERSUS PERFORMANCE

    1. Peter Beck served as the Company’s Principal Executive (our “PEO”) for the entirety of fiscal years 2021, 2022, and 2023. The Company’s other Reported NEOs for the indicated fiscal years were as follows:

  33. PAY VERSUS PERFORMANCE

    | – | 2023: A. Spice and A. Kampani | | – | 2022: A. Spice, S. O’Donnell and A. Kampani | | – | 2021: A. Spice and S. O’Donnell |

  34. PAY VERSUS PERFORMANCE

    Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the indicated fiscal year in the case of our PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the Reported NEOs in the indicated year for such years. Amounts reported in these columns represent the compensation actually paid to our PEO for the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the tables below:

  35. PAY VERSUS PERFORMANCE

    | PEO | | | | | | +/- | | 2021 | 2022 | 2023 | | | Summary Compensation Table - Total Compensation(a) | $325,246 | $837,820 | $962,714 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | $— | $— | $— | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year(c) | $— | $— | $— | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) | $— | $— | $— | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | $— | $— | $— | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) | $— | $— | $— | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) | $— | $— | $— | | = | Compensation Actually Paid | $325,246 | $837,820 | $962,714 |

  36. PAY VERSUS PERFORMANCE

    Equity Award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. Amounts reported in this column represent the compensation actually paid to the Reported NEOs in the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below:

  37. PAY VERSUS PERFORMANCE

    | NEO Average | | | | | | | | 2021 | 2022 | 2023 | | | Summary Compensation Table - Total Compensation(a) | $5,098,005 | $4,688,684 | $644,478 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | $4,820,744 | $4,249,711 | $— | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year(c) | $— | $2,701,106 | $— | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) | $2,955,935 | $— | $1,351,065 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | $— | $504,088 | $— | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) | $3,802,956 | $(1,366,026) | $334,695 | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) | $— | $— | $— | | = | Compensation Actually Paid | $7,036,152 | $2,278,142 | $2,330,238 |

  38. PAY VERSUS PERFORMANCE

    Please see footnote 1 for the Reported NEOs included in the average for each indicated fiscal year. Equity Award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. 5. Pursuant to Pursuant to Item 402(v) of Regulation S-K, the comparison assumes $100 was invested in our common stock on August 25, 2021, using the closing stock price of the end of the day we began training on the NASDAQ after our merger with Vector Acquisition Corporation (the "Business Combination"). Historic stock price performance is not necessarily indicative of future stock price performance. 6. The TSR Peer Group is the ARK Space Exploration & Innovation ETF. This calculation assumes that $100 was invested in this index on August 25, 2021 (aligned with the period used in footnote #5 above). Note that per SEC disclosure rules, our Net Income for 2021, 2022 and 2023 is shown in the table above. Since none of our incentive programs for our Named Executive Officers are based on any specific financial criteria, we have omitted the “Company Selected Measure” column.

  39. CHIEF EXECUTIVE OFFICER PAY RATIO

    CHIEF EXECUTIVE OFFICER PAY RATIO Under SEC rules, we are required to provide the following information regarding the relationship between the annual total compensation of Mr. Beck, our Chief Executive Officer, and our median employee's annual total compensation (other than Mr. Beck) for fiscal year 2023: Mr. Beck’s annual total compensation for fiscal 2023, as reported in the “Summary Compensation Table” included in this Proxy Statement, was $962,714. • Our median employee's annual total compensation for fiscal 2023 was $62,233 Based on the above, the ratio of our CEO's annual total compensation for fiscal year 2023 to the total compensation of our median employee for fiscal year 2023 was 15:1. We believe this pay ratio to be a reasonable estimate, calculated in a manner consistent with Item 402(u) of Regulation S-K. For purposes of identifying our median compensated employee, we used our entire global employee population (excluding our CEO) as of December 31, 2023, the last day of our fiscal year. To identify our median employee, we used the actual total compensation delivered, including base wages, bonuses paid (if any), the value of vesting equity, and any other direct or indirect compensation received. We did not annualized compensation for any permanent (full time and part time) employees who were employed for less than the full 2023 fiscal year. Furthermore, we did not make any cost-of-living adjustments. For those employees located outside the United States (including our CEO), we converted the total pay to United States dollars using the average daily exchange rate during fiscal 2023. Once we determined our median employee, we then calculated the annual total compensation for this individual using the same methodology we use to calculate the amount reported for our CEO in the “Total” column for fiscal 2023 in the "Summary Compensation Table" as set forth in this Proxy Statement. The SEC's rules for identifying the median employee and calculating the pay ratio allow companies to adopt a variety of methodologies. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as each company's pay ratio is based on its unique employee population, compensation practices and calculation methodology.

  40. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION We previously adopted our non-employee director compensation policy described below, which is designed to align compensation with our business objectives and the creation of stockholder value, while enabling Rocket Lab to attract, retain, incentivize and reward directors who contribute to the long-term success of the company. Under the policy in effect in 2023, our non-employee directors are eligible to receive cash retainers (which will be prorated for partial years of service) and equity awards as set forth below:

  41. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Board: | Annual Retainer | | Annual Retainer for Board Membership: | | | Annual service on the Board | $50,000 | | Additional retainer for annual service as non-executive chairperson | $27,500 | | Additional retainer for annual service as a lead director of the Board | $20,000 | | Additional Annual Retainer for Committee Membership | | | Annual service as Audit Committee chairperson | $20,000 | | Annual service as member of the Audit Committee (other than chair) | $10,000 | | Annual service as Compensation Committee chairperson | $15,000 | | Annual service as member of the Compensation Committee (other than chair) | $7,500 | | Annual service as Nominating and Corporate Governance Committee chairperson | $10,000 | | Annual service as member of the Nominating and Corporate Governance Committee (other than chair) | $4,000 |

  42. NON-EMPLOYEE DIRECTOR COMPENSATION

    In addition, our policy provides that, upon initial election or appointment to our Board, each new non-employee director will be granted a one-time grant of restricted stock unit with a value of $360,000, that vest in three equal annual installments over three years, subject to continued service as a director through each such date. On the date of each annual meeting of stockholders of our company, each continuing non-employee director will receive a grant of restricted stock units with a value of $180,000 (the “Director Annual Grant”) that vests in full on the earlier of (i) the one year anniversary of the grant date or (ii) the next annual meeting of our stockholders subject to continues service as a director through each such date. If a new non-employee director joins our Board on a date other than the date of our annual meeting of stockholders, then in lieu of the Director Annual Grant, such non-employee director will receive a grant equal to the pro-rata portion of the Director Annual Grant at the next annual meeting of our stockholders based on the time between such non-employee director’s appointment and such next annual meeting of our stockholders. The equity awards granted under our policy are subject to full acceleration of vesting upon the sale of our company. The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any non-employee director of Rocket Lab in a calendar year period will not exceed $1,000,000 in the first calendar year such individual becomes a non-employee director and $650,000 in any other calendar year. We will reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of the Board or any committee thereof. Employee directors will receive no additional compensation for their service as a director.

  43. 2023 Director Compensation Table

    2023 Director Compensation Table The following table presents the total compensation for each person who served as a non-employee director of our board during 2023. Mr. Beck, our President, Chief Executive Officer and Chairman of the Board, did not receive any additional compensation from us for his services on our Board. The compensation received by Mr. Beck as a Named Executive Officer is set forth above in “Executive Compensation—2023 Summary Compensation Table.”

  44. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards($)(1) | Total ($) | | Lt. Gen. Nina Armagno (Ret.)(2) | — | 344,161 | 344,161 | | David Cowan (3) | — | — | — | | Edward Frank(4) | 50,001 | 312,808(4) | 362,809 | | Michael Griffin (5) | 67,501 | 244,448 | 311,949 | | Matt Ocko (6) | — | — | — | | Jon Olson (7) | 74,000 | 244,448 | 318,448 | | Merline Saintil (8) | 95,000 | 244,448 | 339,448 | | Alex Slusky (9) | 54,000 | 244,448 | 298,448 | | Sven Strohband (10) | — | — | — |

  45. 2023 Director Compensation Table

    (1) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the RSUs granted during 2023, computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 14 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Such grant-date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. These amounts also do not reflect the actual economic value that may be realized by the directors upon the vesting or settlement of the RSUs or the sale of the common stock underlying such awards. The amounts in the Stock Awards column are higher or lower than the target values of the stock awards because the number of RSUs granted to each director was calculated based upon the 30-trading day trailing average closing price prior to grant. (2) As of December 31, 2023, Lt. Gen. Armagno held 81,943 RSUs. (3) As of December 31, 2023, Mr. Cowan did not hold any outstanding equity awards. Mr. Cowan was not eligible to receive cash fees from the Company due to his affiliation with the venture capital firm, Bessemer Entities, including Bessemer Venture Partners. (4) As of December 31, 2023, Dr. Frank held 84,506 RSUs. In 2023, in addition to Dr. Frank’s Director Annual Grant, Dr. Frank received a one-time RSU grant with an aggregate grant date value of $105,000 for providing additional services to the Company to help source new business opportunities. This additional RSU grant was made outside of the Company’s non-employee director compensation policy. (5) As of December 31, 2023, Dr. Griffin held 39,446 RSUs. (6) As of December 31, 2023, Mr. Ocko did not hold any outstanding equity awards. Mr. Ocko was not eligible to receive cash fees from the Company due to his affiliation with the venture capital fund, DCVC. (7) As of December 31, 2023, Mr. Olson held 130,052 RSUs. (8) As of December 31, 2023, Ms. Saintil held 130,052 RSUs. (9) As of December 31, 2023, Mr. Slusky held 39,446 RSUs. As of December 31, 2023, Dr. Strohband did not hold any outstanding equity awards. Mr. Strohband was not eligible to receive cash fees from the Company due to his affiliation with the venture capital firm, Khosla Ventures.