Caroline Cochran
About Caroline Cochran
Caroline Cochran is Co-Founder, Chief Operating Officer (COO), and a Class II director of Oklo Inc., serving on the board since May 2024; she is 41 years old . She holds an S.M. in Nuclear Engineering from MIT and dual degrees (B.A. Economics, B.S. Mechanical Engineering) from the University of Oklahoma, with prior service on the U.S. Department of Energy Nuclear Energy Advisory Committee (2018–2019) and participation in the Clean Energy Ministerial (May 2018) . During her public-company tenure, Oklo reported significant operating investment with net losses widening year over year, driven by increased R&D and G&A and higher stock-based compensation; Q3 2025 net loss was $29.7M versus $10.0M in Q3 2024, and nine-month 2025 net loss was $64.2M versus $61.3M in 2024 . Liquidity strengthened materially following capital raises, with cash and equivalents of $410.0M and marketable debt securities of $773.5M as of September 30, 2025 (combined $1.18B), and $683.0M combined as of June 30, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Legacy Oklo | Co-Founder & COO; Director | 2013–May 2024 | Co-founded and led operations; provided nuclear engineering industry expertise |
| Marketing/Engineering Consulting | Consultant | 2011–2013 | Advised on marketing and engineering engagements |
| University of Oklahoma (Center for the Creation of Economic Wealth) | Leadership role (inaugural year) | 2006–2007 | Identified technologies for commercialization; managed teams for commercialization efforts |
| U.S. Dept. of Defense, Office of the Secretary of Defense | Programs Analysis & Evaluation Intern | May–Aug 2005 | Exposure to defense program evaluation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| U.S. DOE Nuclear Energy Advisory Committee | Member | 2018–2019 | Advisory service to DOE Nuclear Energy program |
| Clean Energy Ministerial | Panel Member | May 2018 | Industry panel participation |
| University of Oklahoma | Regent’s Outstanding Alumni Award | N/A | Recognition from alma mater |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $211,077 | $357,981 |
| Annual Base Salary Levels (Policy) | $224,000 initial for 2024 (pre-May) | Increased to $400,000 in May 2024 |
| Target Bonus % (Policy) | Up to 50% of annual base salary | Up to 50% of annual base salary |
| Actual Bonus Paid ($) | $112,000 | $278,990 (includes $178,990 discretionary FY24 performance + $100,000 transaction bonus) |
| Stock Awards ($) | — | $1,835,730 |
| Options Awards ($) | — | — |
| All Other Compensation ($) | $8,969 | $13,716 |
| Total Compensation ($) | $332,046 | $2,486,417 |
Notes:
- Director fees: As an employee-director, Ms. Cochran did not receive additional compensation for board service in 2024 .
Performance Compensation
| Incentive Type | Metric/Structure | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Discretionary (no formula disclosed) | N/A | Up to 50% of salary | $178,990 discretionary FY24; $100,000 transaction bonus (Business Combination) | N/A |
| RSUs (Initial Grant at Public Listing) | Time-based RSUs | N/A | Target grant-date value $2,100,000 | 235,955 RSUs granted to Ms. Cochran | Vests 1/12th on each quarterly anniversary of May 9, 2024, subject to continued service |
| Outstanding RSUs (12/31/2024) | Time-based RSUs (unvested) | N/A | N/A | 196,629 RSUs unvested; grant-date market value $4,174,434 | Continued quarterly vesting schedule |
Additional policies:
- Clawback: Amended and Restated Policy to recover excess incentive-based compensation after an accounting restatement, compliant with SEC/NYSE rules .
- No tax gross-ups: Company disclosed no tax gross-ups to executives in 2024 .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Total Beneficial Ownership (as of April 7, 2025) | 25,307,206 shares; 18.2% of outstanding |
| Breakdown | 10,502,108 Class A shares held of record by Ms. Cochran; 2,000,000 Class A shares held by Ms. Cochran’s GRAT; spousal aggregation with Jacob DeWitte per SEC beneficial ownership rules |
| RSUs excluded from ownership table | Excludes RSUs that have vested but not settled |
| Options | No options disclosed for Ms. Cochran; CFO holds options |
| Anti-hedging | Directors/officers prohibited from hedging company stock and using derivatives that offset market value declines |
| Pledging | No explicit pledging disclosure; insider policy addresses hedging and derivative transactions |
Employment Terms
| Term | Ms. Cochran (COO) |
|---|---|
| Employment Agreement | At-will; entered into May 2024 |
| Base Salary (per Employment Agreement) | $400,000 |
| Bonus Eligibility | Discretionary up to 50% of base salary |
| Initial RSU Grant | Target value $2,100,000; effective July 9, 2024; vests quarterly over three years from May 9, 2024 |
| Severance (no cause/good reason) | 12 months base salary continuation; prior-year bonus if accrued; full current-year bonus; 12 months company-paid healthcare; accelerated vesting of time-based equity equal to vesting over 36 months post-termination |
| Change in Control (double-trigger) | If involuntary termination from 3 months before to 12 months after a change in control: lump-sum base salary; accrued prior-year bonus; pro-rated current-year bonus; 12 months healthcare; full acceleration of time-based equity (or cash in lieu if terminated at closing) |
| Founder Agreements | Invention, Non-Disclosure, Non-Competition, and Non-Solicitation Agreement; one-year non-compete and non-solicit post-termination |
Board Governance
- Board service: Class II director; served as director since 2024; current Class II directors are Caroline Cochran and Richard W. Kinzley .
- Committee roles: Ms. Cochran is not listed on Audit, Compensation, or Nominating & Corporate Governance committees; committee members are independent directors (Audit: Kinzley—Chair, Jansen, Thompson; Compensation: Jansen—Chair, Kinzley, Thompson; Nominating: Klein—Chair, Poneman) .
- Independence: Board identified five of seven directors as independent; Ms. Cochran, as an executive, is not listed among independent directors under NYSE standards .
- Board leadership: CEO Jacob DeWitte also serves as Chair; no Lead Independent Director currently—Board believes combined role best suits current needs; five of seven directors are independent .
- Attendance: Directors attended at least 75% of board and committee meetings in 2024; Board held four scheduled meetings in 2024 .
- Director compensation program (context): Non-employee directors receive retainers ($70,000 base; $20,000 Audit Chair; $15,000 Compensation Chair; $15,000 Nominating Chair) and annual RSUs (~$125,000), vesting in one year; Ms. Cochran received no additional compensation as an employee-director .
Investment Implications
- Alignment: Very high ownership (18.2%) via direct holdings and GRAT suggests strong equity alignment; anti-hedging policy supports alignment by preventing downside-hedging strategies .
- Vesting/Selling Pressure: Quarterly RSU vesting through May 2027 may create periodic settlement-related supply; awards are purely time-based (no performance gates), increasing certainty of dilution and potential selling over time .
- Retention/Severance Economics: Robust severance (salary continuation, full year bonus, healthcare, and significant acceleration of time-based equity) and double-trigger change-in-control protection could reduce near-term attrition risk but may raise shareholder concerns about payout certainty independent of performance outcomes .
- Governance Risks: Dual-role dynamic at the top (CEO is Chair) and spousal relationship between COO-director and the CEO (co-founders) may limit board independence optics; mitigating factors include independent committees and majority-independent board, with Ms. Cochran not sitting on key committees .
- Execution Risk: Company remains in investment/scale-up phase with growing operating expenses and net losses; liquidity is strong post-capital raises, providing runway to execute long-cycle nuclear deployment strategy .