ROCKET LAB USA, INC., DEF 14A filed on 4/24/2024
Proxy Statement (definitive)
v3.24.1.u1
Document and Entity Information
 12 Months Ended
Dec. 31, 2023
Cover [Abstract]  
Document Type DEF 14A
Amendment Flag false
Entity Registrant Name ROCKET LAB USA, INC.
Entity Central Index Key 0001819994
v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

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.

 

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

)

 

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:

 

–

2023: A. Spice and A. Kampani

–

2022: A. Spice, S. O’Donnell and A. Kampani

–

2021: A. Spice and S. O’Donnell

 

2.
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.
3.
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:

 

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

 

 

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.

4.
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:

 

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

 

 

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.

    
Named Executive Officers, Footnote
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:

 

–

2023: A. Spice and A. Kampani

–

2022: A. Spice, S. O’Donnell and A. Kampani

–

2021: A. Spice and S. O’Donnell
   
Peer Group Issuers, Footnote
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).
    
PEO Total Compensation Amount $ 962,714 $ 837,820 $ 325,246
PEO Actually Paid Compensation Amount $ 962,714 837,820 325,246
Adjustment To PEO Compensation, Footnote
3.
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:

 

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

 

 

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.

    
Non-PEO NEO Average Total Compensation Amount $ 644,478 4,688,684 5,098,005
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,330,238 2,278,142 7,036,152
Adjustment to Non-PEO NEO Compensation Footnote
4.
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:

 

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

 

 

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.

    
Compensation Actually Paid vs. Total Shareholder Return

img262459108_2.jpg 

    
Compensation Actually Paid vs. Net Income

img262459108_3.jpg 

    
Tabular List, Table

Tabular List of Financial Performance Measures

The Company does not directly tie any incentive compensation paid to the Company’s Named Executive Officers to any financial performance measures.

   
Total Shareholder Return Amount $ 53 36 118
Peer Group Total Shareholder Return Amount 75 60 92
Net Income (Loss) $ (182,571,000) $ (135,944,000) $ (117,320,000)
PEO Name Peter Beck Peter Beck Peter Beck
PEO | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0 $ 0 $ 0
PEO | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | 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      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | 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      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 4,249,711 4,820,744
Non-PEO NEO | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 2,701,106 0
Non-PEO NEO | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 1,351,065 0 2,955,935
Non-PEO NEO | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 504,088 0
Non-PEO NEO | 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      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 334,695 (1,366,026) 3,802,956
Non-PEO NEO | 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      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0 $ 0 $ 0