John Yamokoski
About John Yamokoski
John D. Yamokoski is Chief Technology Officer (CTO) of Nauticus Robotics (KITT), serving as CTO since 2022 after joining the company in 2015; prior roles included VP of Defense Technology & Sponsored Research, Principal Robotics Engineer, and Director of Software . He previously worked at NASA Johnson Space Center’s Software, Robotics and Simulation Division (2010–2015) leading Robonaut 2 control systems and Valkyrie software/architecture; he holds a B.S. in Mechanical Engineering (Purdue) and M.S./Ph.D. in Mechanical Engineering (University of Florida) . Company-wide incentive programs had no formal performance metrics in 2024 (to be re-established in 2Q25), so 2024 executive payouts were discretionary; for context, Nauticus’ revenue and EBITDA trends remain early-stage and negative, as shown below .
Performance context (company-level):
| Metric | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenue ($) | $1,063,603* | $464,354* | $501,708* | $370,187* | $471,223* | $165,256* | $2,075,566* | $1,976,795* |
| EBITDA ($) | -$7,132,403* | -$5,123,145* | -$5,600,974* | -$5,123,788* | -$5,530,162* | -$5,383,387* | -$5,796,664* | -$5,287,100* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nauticus Robotics | VP Defense Technology & Sponsored Research; Principal Robotics Engineer; Director of Software | 2015–2022 | Built defense and core software capabilities underpinning ROV/AUV autonomy |
| NASA Johnson Space Center (Software, Robotics and Simulation Division) | Robotics Researcher; led Robonaut 2 control systems; Valkyrie software/architecture | 2010–2015 | Led teams on humanoid/robotic control and architecture; advanced space robotics software assets |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NASA Johnson Space Center | Robotics Researcher | 2010–2015 | Led high-visibility government robotics programs (Robonaut 2, Valkyrie) |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 191,923 | 275,000 | 2024 salary disclosed in proxy; reflects CTO role |
| Other Compensation ($) | 8,833 | 8,250 | Primarily 401(k) safe harbor contributions |
Actual cash bonus (short-term incentive):
| Year | Actual Bonus Paid ($) | Notes |
|---|---|---|
| 2023 | 41,250 | Discretionary payout |
| 2024 | 22,000 | Discretionary payout; no formal metrics in 2024 |
Compensation governance context:
- No formal short-term or long-term incentive metrics were established for 2024; the company expects to re-establish programs in 2Q25 .
- The Compensation Committee (all independent directors) oversees executive pay; the committee did not engage a compensation consultant in 2024 .
Performance Compensation
2024 incentive design and outcomes (company-wide structure):
| Metric | Weighting | Target | Actual | Payout | Vesting Details |
|---|---|---|---|---|---|
| Annual STI (cash) | Not established | Not established | N/A | $22,000 (discretionary) | Paid in cash; 2024 had no formal metrics |
| LTI – RSUs/PSUs (2024 grants) | Not established | Not established | N/A | None awarded to Yamokoski in 2024 | N/A |
Outstanding equity awards (as of 12/31/2024):
| Award Type | Grant Date | Status | Shares/Units | Strike/Price | Expiration | Notes |
|---|---|---|---|---|---|---|
| Stock Options | 09/01/2021 | Exercisable | 1,974 | $69.84 | 12/31/2031 | No unexercisable balance listed |
Governance features:
- Clawback policy adopted Nov 7, 2023 (restatement-based recovery of performance pay); company restated certain 2024 quarters but concluded no recovery was required since incentive plans were based on unaffected metrics .
- Anti-hedging and anti-pledging policy applies to directors, officers, and employees ; no pledging/hedging by current executives or directors reported .
Equity Ownership & Alignment
Beneficial ownership and securities (individual):
| As-of Date | Common Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Apr 11, 2025 | 25,782 | <1% | Company-wide outstanding shares: 35,153,188; table shows NEO ownership and that Yamokoski is <1% |
| Sept 22, 2025 | 2,865 | <1% | Reflects effects of 1-for-9 reverse split effected Sept 5, 2025 |
Equity breakdown (as of 12/31/2024):
- Options: 1,974 exercisable; no unexercisable balance listed; strike $69.84; expiring 12/31/2031 .
- RSUs/PSUs: None outstanding for Yamokoski as of 12/31/2024 .
- Pledging/Hedging: Prohibited by policy; none reported among current executives/directors .
- Ownership guidelines: Not disclosed for executives in the proxy; no executive-specific requirement cited .
Share-count context:
- The Board received authority for a reverse split (one-to-two to one-to-nine) at the June 2025 meeting –; the company subsequently effected a one-for-nine reverse split on Sept 5, 2025, which the Sept 25, 2025 special meeting materials reference for adjusted figures .
Employment Terms
| Term | Disclosure for Yamokoski |
|---|---|
| Employment agreement | Not disclosed; employment agreements in the proxy were summarized for CEO, former CEO, former GC, and current GC only – |
| Severance plan | Executive severance plan adopted Mar 23, 2023 applies to future executives and then-current executives two years after adoption; at present, applicability is stated only for the CEO |
| Change-in-control (CIC) | CIC terms disclosed in detail for CEO; no Yamokoski-specific CIC terms disclosed |
| Non-compete / Non-solicit | Not disclosed for Yamokoski in the proxy – |
| Hedging / Pledging | Prohibited by policy |
| Clawback | Dodd-Frank compliant recoupment policy adopted Nov 7, 2023 |
Investment Implications
- Alignment and selling pressure: Yamokoski’s equity exposure appears modest relative to overall dilution; with no 2024 RSUs and a legacy option grant at a high post-split strike, near-term insider selling pressure from his holdings looks limited; no pledging/hedging is permitted or reported . The 1-for-9 reverse split in Sept 2025 affected reported share counts and should be considered when comparing holdings over time .
- Pay-for-performance calibration: The absence of formal incentive metrics in 2024 and discretionary cash bonuses indicate transitional compensation governance; the Compensation Committee plans to re-establish programs in 2Q25, a critical milestone for aligning engineering leadership pay with commercial metrics (e.g., revenue/margin milestones, program deliveries) .
- Retention and CIC protection: The proxy discloses robust terms for the CEO; no Yamokoski-specific employment, severance, or CIC protections are disclosed—implying typical at-will employment without premium protections, which could pose retention risk if market demand for senior autonomy/robotics talent tightens –.
- Performance backdrop: Nauticus’ revenues remain small with negative EBITDA across recent quarters, underscoring execution risk for commercialization and the importance of CTO-led delivery on defense and industrial programs (see table in About) . Values retrieved from S&P Global.
Sources
- Biography, roles, education; compensation governance; director committee composition; anti-hedging/pledging policy; clawback and restatement; 2024 incentive design; executive compensation values; outstanding awards; beneficial ownership and %; reverse split authorization: –.
- Special meeting proxy (Sept 25, 2025) with reverse split context and updated share counts (post split): .
- Performance data table: Values retrieved from S&P Global (see table notes).