Rocket Lab USA Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On September 6, 2024, Rocket Lab USA, Inc. (the “Company”) appointed Frank Klein as Chief Operations Officer, effective on September 16, 2024.
Mr. Klein, age 52, joins the Company with more than 30 years of international manufacturing experience and leadership in the automotive industry. From 2019 to 2020, Mr. Klein served as Vice President Engineering and Manufacturing of Magna Steyr AG, the automotive industry’s largest independent contract manufacturer with an annual turnover of more than US$6 billion, where he led operations across three continents and 13,000 employees globally. From 2020 to 2022, Mr. Klein served as President of Magna Steyr AG. Most recently, from 2022 to 2024, Mr. Klein served as COO at Rivian Automotive, where he helped to transform Rivian from a low volume automotive start-up to a high volume premium electric vehicle manufacturer while being directly responsible for 9,000+ employees. Mr. Klein will lead the Company’s efforts to scale manufacturing of spacecraft, launch vehicles, and spacecraft components to meet growing customer demand of more than a billion dollars of backlog orders.
In connection with his service as Chief Operations Officer, Mr. Klein entered into an Employment Agreement with the Company and will (i) receive an annual base salary of $400,000, (ii) be eligible for a discretionary annual bonus of up to 70% of his base salary, (iii) be granted 1,300,000 restricted stock units that vest over four years, and (iv) be eligible for a $100,000 sign-on bonus.
Mr. Klein will be eligible for payments and benefits as a Tier 2 Executive in connection with a qualifying termination of employment pursuant to the terms of the Company’s Executive Severance Plan as previously described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 9, 2021. In connection with his employment, Mr. Klein will also enter into the Company’s standard indemnification agreement.
The foregoing description of the Employment Agreement is not complete and is subject to, and qualified in its entirety by the full text of the Employment Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1, and is incorporated by reference into this Item 5.02.
There have not been any transactions since the beginning of the Company’s last fiscal year, nor are there any proposed transactions, in which the Company was or is to be a participant involving amounts exceeding $120,000 and in which Mr. Klein had or will have a direct or indirect material interest. There are no arrangements or understandings between Mr. Klein and the Company or any other persons pursuant to which Mr. Klein was appointed as an officer of the Company.
Item 7.01 Regulation FD Disclosure.
On September 10, 2024, the Company issued a press release regarding Mr. Klein’s appointment, which is included as Exhibit 99.1 to this Form 8-K. The information in Exhibit 99.1 is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
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Description |
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10.1 |
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Employment Agreement, dated September 6, 2024, between Rocket Lab USA, Inc. and Frank Klein |
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99.1 |
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Press Release of Rocket Lab USA, Inc., dated September 10, 2024. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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ROCKET LAB USA, INC. |
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Date: |
September 10, 2024 |
By: |
/s/ Arjun Kampani |
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Arjun Kampani |