Rocket Lab Corp

Base Salary

Base salary represents the fixed portion of the compensation of our executive officers, including our Named Executive Officers, and is an important element of compensation intended to attract and retain highly talented individuals. Base salary is used to provide each executive officer with a specified level of cash compensation during the year with the expectation that he will perform his responsibilities to the best of his ability and in our best interests.

Generally, we establish the initial base salaries of our executive officers, including our Named Executive Officers, through arm’s-length negotiation at the time we hire the individual, taking into account his position, qualifications, experience, prior salary level and the base salaries of our other executive officers. Thereafter, the Compensation Committee reviews the base salaries of our executive officers each year as part of its annual review of our executive compensation program, with input from our CEO (except with respect to his own base salary) and makes decisions for adjustments as it determines to be reasonable and necessary to reflect the scope of an executive officer’s performance, individual contributions and responsibilities, position in the case of a promotion and market conditions.

Accordingly, the Compensation Committee determined that no base salary increases were necessary for fiscal year 2025. The base salaries of our Named Executive Officers for 2025 were as follows:

The base salaries earned by our Named Executive Officers during 2025 are set forth in the “Executive Compensation – 2025 Summary Compensation Table” below.

Cash Bonuses

On August 25, 2025, the Compensation Committee adopted a Senior Executive Cash Incentive Bonus Plan (the “Bonus Plan”) that provides for an opportunity to earn cash bonus payments based upon the attainment of performance targets established by the Compensation Committee. The performance targets may be related to financial and operational measures or objectives with respect to the Company, as well as individual performance objectives. While our executive officers are eligible to receive discretionary cash bonuses pursuant to the Bonus Plan, subject to the Compensation Committee’s assessment of company and individual performance as well as our overarching compensation philosophy, including factors described in “Compensation-Setting Process – Setting Target Total Direct Compensation” above, our Compensation Committee determined not to award any discretionary cash bonuses to our Named Executive Officers for fiscal year 2025.

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 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.

2025 Annual Equity Awards

In December 2024, Mr. Beck entered into an amended and restated employment agreement intended to provide a total compensation package that the Compensation Committee viewed as competitive with the market for similar positions based on peer group data, described above, as well as Mr. Beck’s qualifications and experience. The terms of this employment agreement were additionally informed by the Compensation Committee’s assessment of Mr. Beck’s performance, contribution to our Company’s success, and importance to our Company in the future. The agreement provided for a fiscal 2025 equity award with a target value of not less than $8 million, which was approved by the Compensation Committee and granted in November 2025.

In addition, the Compensation Committee evaluated the long-term incentive compensation of our Named Executive Officers in March 2025. As part of this 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 did not approve an equity award for Messrs. Spice, Kampani and Klein due to the magnitude of their unvested holdings at the time of the review.

The RSUs granted to Mr. Beck vest as follows: 1/16 of the RSUs vested on November 22, 2025 and 1/16 of the RSUs vested or will vest on each March 1st, May 22nd, August 22nd or November 22nd thereafter, in each case subject to Mr. Beck’s continued service with the Company through each applicable vesting date. The target value was converted into a number of RSUs using the average closing price of the Company’s common stock during the 30-trading-day period ending on the trading day immediately prior to the grant date. Accordingly, the target value shown in the table above differs from the grant-date fair value reported in the 2025 Summary Compensation Table below.

CEO Award Modification in 2025

During fiscal year 2024, Mr. Beck was granted an award for 631,498 RSUs (the “CEO FY24 RSUs”) with the following vesting schedule: 5/16th of the CEO FY24 RSUs vesting on March 1, 2025 and 1/16th of the remaining CEO FY24 RSUs vesting on each May 22, August 22, November 22 and March 1 thereafter, subject to Mr. Beck’s continued service through each applicable vesting date. In addition, during fiscal year 2024, Mr. Beck was granted a one-time award for 157,875 RSUs (the “CEO FY24 Special RSUs”) to vest in full on March 1, 2025, subject to Mr. Beck’s continued service through such date. The CEO FY24 Special RSUs were subsequently amended in February 2025 to vest in full on April 4, 2025 instead of March 1, 2025 and similarly, the CEO FY24 RSUs were amended in February 2025 so that the first tranche (i.e., 5/16th of the CEO FY24 RSUs) would vest on April 4, 2025 instead of March 1, 2025. All other vesting terms remain unchanged. The aggregate incremental fair value attributable to such modifications of the CEO FY24 RSUs and CEO FY24 Special RSUs is included in the 2025 Summary Compensation Table below.