8-KLeadership ChangesExhibits & Filings

Rocket Lab Corp 8-K Report, Executive Changes (Sep 6, 2022)

Filed September 6, 2022For Securities:RKLB

Summary

Rocket Lab Corp. (RKLB) announced on September 6, 2022, the appointment of Dr. Edward H. Frank as a Class II director to its Board of Directors, increasing the board size from eight to nine members. Dr. Frank is a distinguished figure in the technology sector, bringing extensive experience from leadership roles at Apple, Broadcom, and various technology startups, along with a strong academic and advisory background. His appointment is expected to enhance the Board's expertise in technology and strategic growth. Dr. Frank's compensation will align with the Company's standard non-employee director compensation policy. This includes a prorated annual cash retainer for 2022 and a one-time restricted stock unit (RSU) grant valued at $360,000, vesting over three years. He will also receive annual RSU grants of $180,000. All equity awards are subject to vesting acceleration upon a sale of the Company. The appointment is part of the Company's ongoing efforts to strengthen its governance and leverage experienced leadership to guide its future endeavors.

Key Highlights

  • 1Rocket Lab expanded its Board of Directors by one member, appointing Dr. Edward H. Frank as a Class II director.
  • 2Dr. Frank brings significant industry expertise from executive roles at Apple, Broadcom, and various tech startups.
  • 3His appointment aims to bolster the Board's technical and strategic guidance capabilities.
  • 4Dr. Frank will receive standard non-employee director compensation, including a $360,000 initial RSU grant vesting over three years.
  • 5He will also receive annual RSU grants and a prorated cash retainer for 2022.
  • 6Dr. Frank's equity awards include accelerated vesting upon a sale of the Company.
  • 7There are no disclosed transactions or arrangements involving Dr. Frank that would require further disclosure under SEC rules.

Frequently Asked Questions

Dr. Edward H. Frank is a seasoned technology executive and entrepreneur with a strong background in hardware systems engineering, silicon, and software development. He has held significant leadership positions at companies like Apple and Broadcom, and has founded or co-founded several technology startups. His appointment is intended to leverage his extensive industry experience and leadership to provide strategic guidance to Rocket Lab's Board of Directors.

Dr. Frank will be compensated according to Rocket Lab's standard non-employee director policy. This includes a prorated annual cash retainer and a one-time restricted stock unit (RSU) grant valued at $360,000, which will vest over three years. He will also receive annual RSU grants of $180,000, with vesting conditions tied to continued service and the company's annual meetings. Notably, all equity awards are subject to accelerated vesting if the company is sold.

Based on the filing, there are no disclosed transactions or arrangements between Dr. Frank and Rocket Lab where he has or will have a direct or indirect material interest. The Company also states there are no understandings between Dr. Frank and the Company or any other persons regarding his appointment. He is also deemed an independent director by Nasdaq standards.

Dr. Frank's appointment increases the size of the Board to nine directors and brings a highly experienced individual with a strong track record in the technology sector. This strengthens the Board's overall expertise and governance framework, reflecting Rocket Lab's commitment to robust oversight and strategic direction as it continues to grow.