Rocket Lab Corp
For the period ended Aug 27, 2025. Filed Jul 11, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 27, 2025 · Filed Jul 11, 2025
RKLB$53.07+15.4%Stored close · as of Nov 6, 2026
Contents
Table of contents
| GENERAL INFORMATION | 3 |
|---|---|
| PROPOSAL ONE ELECTION OF DIRECTORS | 7 |
| Vote Required | 7 |
| Recommendation of the Board | 7 |
| THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 8 |
| The Board of Directors | 8 |
| Director Independence | 11 |
| Board and Committee Meetings | 11 |
| Committees | 11 |
| Board Leadership Structure | 15 |
| Board Role in Risk Oversight | 16 |
| Insider Trading Policy | 16 |
| Anti-Hedging and Anti-Pledging Policy | 16 |
| Director Orientation and Continuing Education | 16 |
| Code of Business Conduct and Ethics | 17 |
| Report of the Audit Committee | 17 |
| Communications with Directors | 17 |
| Compensation Committee Interlocks and Insider Participation | 17 |
| COMPENSATION DISCUSSION AND ANALYSIS | 18 |
| Introduction | 18 |
| Executive Summary | 18 |
| Executive Compensation Philosophy and Objectives | 20 |
| Compensation-Setting Process | 22 |
| Compensation Elements | 26 |
| Employment Agreements | 28 |
| Post-Employment Compensation | 29 |
| Other Compensation Policies | 29 |
| Tax and Accounting Considerations | 31 |
| Compensation Committee Report | 31 |
| EXECUTIVE COMPENSATION | 32 |
| 2024 Summary Compensation Table | 32 |
| Grants of Plan-Based Awards Table for Fiscal Year 2024 | 33 |
| Outstanding Equity Awards at 2024 Fiscal Year End Table | 33 |
| Option Exercises and Stock Vested in Fiscal Year 2024 Table | 34 |
| Potential Payments on Termination or Change in Control | 34 |
| PAY VERSUS PERFORMANCE | 37 |
| Relationship Between Pay and Performance | 39 |
| CHIEF EXECUTIVE OFFICER PAY RATIO | 41 |
| SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 42 |
| Equity Compensation Plan Information | 42 |
| NON-EMPLOYEE DIRECTOR COMPENSATION | 43 |
| 2024 Director Compensation Table | 44 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 45 |
| Series A Convertible Participating Preferred Stock Exchange | 45 |
| Related Party Transaction Policy | 46 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 47 |
|---|---|
| Delinquent Section 16(a) Reports | 48 |
| PROPOSAL TWO RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025 | 49 |
| Fees Paid to Independent Registered Public Accounting Firm | 49 |
| Policy and Procedure for Approval of Audit and Permitted Non-Audit Services | 49 |
| Vote Required | 49 |
| Recommendation of the Board | 49 |
| PROPOSAL THREE NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 50 |
| Vote Required | 50 |
| Recommendation of the Board | 50 |
| PROPOSAL FOUR APPROVE AN AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ROCKET LAB USA, INC. | 50 |
| Vote Required | 52 |
| Recommendation of the Board | 52 |
| STOCKHOLDER PROPOSALS FOR 2026 ANNUAL MEETING | 52 |
| SOLICITATION OF PROXIES | 52 |
| HOUSEHOLDING | 53 |
| OTHER MATTERS | 53 |
| APPENDIX A: PROPOSED CERTIFICATE OF AMENDMENT TO ROCKET LAB USA, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION | A-1 |
3881 McGowen Street, Long Beach, California
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 27, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.