Jacob DeWitte

About Jacob DeWitte

Jacob DeWitte (age 38) is Oklo’s co‑founder, Chief Executive Officer (since May 2024) and Chair of the Board (since April 2025). He holds a Ph.D. and S.M. in Nuclear Engineering from MIT and a B.S. in Nuclear & Radiological Engineering from the University of Florida . Oklo is pre‑revenue; operating expenses were $52.8M in 2024 (vs. $18.6M in 2023), reflecting scale‑up, licensing, and development activity; the company targets first commercial deployment in late 2027/early 2028 and has announced LOIs/agreements including a 12 GW Master Power Agreement with Switch and other customer pipeline milestones .

Past Roles

External Roles

Fixed Compensation

• Base salary moved from $224,000 (initial 2024 level) to $500,000 effective May 2024; 2024 salary actually paid was $425,095 .
• Employment Agreement (May 2024) sets current annual base salary at $500,000 and target annual discretionary bonus up to 50% of base salary .

Performance Compensation

• 2024 cash incentives included: discretionary annual bonus $212,548; a one‑time $250,000 bonus tied to execution of the February 16, 2024 LOI with Equinix; and a $125,000 transaction bonus for the business combination closing .
• 2024 equity: RSU grant with $3,000,000 target grant date value, effective upon S‑8 effectiveness July 9, 2024; vests 1/12 at each quarterly anniversary of May 9, 2024 (28,090 shares per vest, subject to continued service) .
• No option awards were granted to DeWitte in 2024 .

Equity Ownership & Alignment

• Total beneficial ownership: 25,307,206 shares (18.2% of outstanding); includes 10,805,098 directly by DeWitte, 10,502,108 directly by spouse (COO/Director Caroline Cochran), 2,000,000 in DeWitte’s GRAT, and 2,000,000 in Cochran’s GRAT; due to spousal attribution, each is shown at 18.2% .
• Unvested RSUs at 12/31/2024: 280,899 (market value $5,963,486 at that date); scheduled to vest 1/12 quarterly from May 9, 2024 (28,090 per vest) .
• Options: none outstanding for DeWitte at year‑end 2024 .
• Hedging prohibited; pledging requires written approval; margin accounts prohibited without approval; pre‑clearance required for directors/officers; quarterly and special blackout periods apply; Rule 10b5‑1 plans permitted with stringent cooling‑off, duration, and modification limits .

Alignment notes

• Anti‑hedging policy covers swaps, collars, exchange funds, etc.; pledging and margin accounts require written approval, reducing leverage/forced‑sale risk .
• Directors and Section 16 officers must pre‑clear trades; blackouts run from the 15th day of the last month of each quarter until the third trading day after earnings release; 10b5‑1 plans allowed with 90–120 day cooling‑off and 1–2 year duration, enhancing trading discipline .

Employment Terms

• At‑will employment (May 2024 agreement); base salary $500,000; target discretionary bonus up to 50% of base; initial RSU grant with $3,000,000 target value (effective July 9, 2024) vesting quarterly over three years from May 9, 2024 .
• Non‑compete and non‑solicit: one year post‑termination under Founder Invention/Non‑Disclosure/Non‑Competition/Non‑Solicitation agreement .
• Severance (non‑CIC involuntary termination by company without cause or by executive for good reason): (i) 12 months base salary continuation; (ii) lump sum any accrued but unpaid prior‑year bonus; (iii) lump sum full annual bonus for year of termination; (iv) 12 months company‑paid healthcare; (v) acceleration of time‑vesting equity equal to 36 months of additional vesting .
• Change‑in‑control window (−3 months to +12 months) with involuntary termination: (i) lump sum base salary (less any continuation already paid); (ii) lump sum accrued prior‑year bonus; (iii) lump sum pro‑rated current‑year bonus; (iv) 12 months healthcare; (v) full acceleration of time‑vesting equity (or cash payment if awards are terminated without payment at/around closing) .
• 280G “best‑pay” cutback (no excise tax gross‑up): payments reduced only if better after‑tax outcome vs. paying 4999 excise tax .
• Clawback policy compliant with NYSE Rule 10D‑1 (effective May 10, 2024) requiring recovery of incentive‑based compensation tied to financial reporting measures upon an accounting restatement (three‑year lookback; no indemnification; detailed recovery framework) .

Board Governance

• Board service: Director since May 2024; appointed Chair of the Board April 2025; concurrently serves as CEO (combined roles) .
• Independence: As CEO/Chair, not independent; Board states 5 of 7 directors are independent under NYSE rules; independent directors meet in regular executive session .
• Board leadership: No lead independent director; Board justifies combined Chair/CEO structure based on CEO’s company/industry knowledge; Board reviews structure periodically .
• Committee roles: CEO/Chair does not serve on standing committees. Audit (Kinzley – Chair; Jansen; Thompson); Compensation (Jansen – Chair; Kinzley; Thompson); Nominating & Corporate Governance (Klein – Chair; Poneman) .
• Attendance: In 2024, each director attended at least 75% of Board and committee meetings held while serving .
• Director compensation: Executives (DeWitte, Cochran) receive no additional pay for board service .

Compensation Committee Analysis

• Composition: All independent (Jansen – Chair; Kinzley; Thompson) .
• Consultant: CBIZ engaged in 2024 to advise on executive and director compensation; committee determined no conflicts of interest .
• Program design highlights: 2024 featured significant time‑based RSUs; annual bonuses were discretionary (no disclosed formulaic financial/operational metrics); non‑CIC severance includes full‑year bonus payout and 36 months RSU acceleration—terms that are relatively protective for retention .

Related Party and Conflicts

• DeWitte is married to Caroline Cochran (COO and Director), which creates related‑party considerations; company has a formal Related Person Transaction Policy requiring Audit Committee review/approval for transactions over $120,000 involving related persons .

Risk Indicators & Red Flags

• Governance: Combined CEO/Chair with no lead independent director concentrates power; mitigated by majority‑independent board and standing independent committees .
• Pay‑for‑performance: Heavy use of time‑based RSUs and discretionary cash bonuses; no disclosed formulaic financial metrics in 2024 may weaken explicit pay‑performance linkage; clawback applies to financial‑metric‑based incentives, but RSUs are service‑based .
• Retention: Strong—large founder ownership (18.2%) and multi‑year RSU vesting cadence; severance and CIC protections enhance retention but increase shareholder cost on exit events .
• Regulatory/execution: Oklo remains pre‑revenue with significant licensing and build‑out risk; 2024 operating expenses rose as the company scales; first plant targeted 2027/2028 .

Investment Implications

• Alignment: Founder‑level ownership (18.2%) plus ongoing RSU vesting meaningfully align DeWitte with long‑term equity value; anti‑hedging/controlled trading policies reduce misalignment/forced‑sale risk .
• Incentive quality: 2024 compensation leaned toward retention (time‑based RSUs, discretionary cash) rather than performance‑metric PSUs; expect scrutiny from investors favoring measurable, multi‑year financial/TSR metrics as Oklo approaches commercialization .
• Retention vs. cost: Non‑CIC severance offers 12 months salary, full‑year bonus payout, and 36 months RSU acceleration—high retention value but potentially costly to shareholders if turnover occurs before value inflection .
• Governance watch items: Combined Chair/CEO and spousal executive on board; Board asserts majority independence and robust committee structure; investors may seek a lead independent director as commercialization risk intensifies .