Lt. Gen. (ret.) John Jansen
About Lt. Gen. (ret.) John Jansen
Lt. Gen. (ret.) John Jansen, age 62, is an independent Class I director of Oklo and has served on the Board since May 2024; he is nominated for a term through the 2028 annual meeting if reelected . He served in the United States Marine Corps from 1986 until retiring in October 2021, culminating as Deputy Commandant for Programs & Resources and as Chairman of Marine Corps Community Services; he is a TOPGUN graduate and former Commandant of the Eisenhower School at National Defense University . Jansen holds a B.S. in Business Administration/Finance from Indiana University (Kelley School of Business), and post-service held roles at Luminator Technology Group as Chief Transformation Officer and later Managing Director for EMEA (Aug 2022–Jan 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Marine Corps | Deputy Commandant for Programs & Resources; Chairman, Marine Corps Community Services; combat/fighter/carrier pilot; TOPGUN graduate | 1986–Oct 2021 | Enterprise resource planning and budget leadership; community services oversight |
| National Defense University – Eisenhower School | Commandant (Major General) | Not disclosed | Led national security and resource strategy education |
| 3rd Marine Expeditionary Brigade | Commanding General (Brigadier General) | Not disclosed | Operational command leadership |
| Marine Corps | Assistant Deputy Commandant for Programs & Resources (Brigadier General) | Not disclosed | Programs and resource stewardship |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Luminator Technology Group | Chief Transformation Officer; Managing Director, EMEA | Aug 2022–Jan 2024 | Private company role; not a disclosed public company directorship |
| Other public company boards | — | — | No other current public company directorships disclosed for Jansen |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit Committee member .
- Independence: Board determined Jansen is an “independent director” under NYSE listing standards and Exchange Act rules .
- Attendance: In 2024, each director attended at least 75% of aggregate Board and committee meetings during their service period . The Audit Committee met 5 times and the Compensation Committee met 3 times in 2024 .
- Executive sessions: Independent directors meet in executive session on a regular basis .
- Board leadership: Combined Chair/CEO structure; no lead independent director at this time; 5 of 7 directors are independent as of the proxy date .
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Fees paid in cash (2024) | $54,876 | Prorated based on service in 2024 |
| Annual Board retainer (policy) | $70,000 | Paid quarterly in arrears; pro-rated for partial quarters |
| Compensation Committee Chair retainer (policy) | $15,000 | Paid quarterly in arrears; applies to Jansen as Chair |
| Audit Committee Chair retainer (policy) | $20,000 | Not applicable (Kinzley is Audit Chair) |
| Nominating & Corporate Governance Chair retainer (policy) | $15,000 | Not applicable (Klein chairs) |
Performance Compensation
| Grant Type | Grant Value | Grant Date | Vesting | 2024 Stock Awards (accounting) | RSUs Outstanding at FY-end |
|---|---|---|---|---|---|
| Initial RSU (non-employee directors as of May 9, 2024) | $150,000 | July 9, 2024 | Vests in full on the one-year anniversary of May 9, 2024; accelerates on change-in-control if not continuing on successor board | $131,124 (grant-date fair value for 2024) | 16,854 RSUs |
| Annual RSU (from 2025) | ~$125,000 | Annual meeting date | Vests in full on one-year anniversary of grant; change-in-control acceleration as above | Not applicable to 2024 | Not applicable |
- No performance-conditioned metrics disclosed for director equity; RSUs are time-based and contingent on continued service (no TSR/financial hurdles) .
Other Directorships & Interlocks
| Category | Company | Role | Notes |
|---|---|---|---|
| Current public company boards | — | — | None disclosed for Jansen |
| Private/non-profit | Marine Corps Community Services | Chairman of the Board | Within USMC; not a related-party transaction with Oklo |
| Private company role | Luminator Technology Group | Chief Transformation Officer; Managing Director, EMEA | Private role; no related-party transactions disclosed with Oklo |
Expertise & Qualifications
- Leadership and strategic decision-making across defense resource management; TOPGUN-trained combat aviator; senior command roles (Eisenhower School Commandant; 3rd MEB Commanding General) .
- Financial and programs oversight as Deputy Commandant for Programs & Resources; BS in Business Administration/Finance (Indiana University, Kelley School of Business) .
- Post-service commercial transformation and international operations experience (Luminator EMEA) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Lt. Gen. (ret.) John Jansen | 6,000 | <1% | Excludes RSUs that have vested but not settled |
| RSUs outstanding (director) | 16,854 | — | As of December 31, 2024 |
- Insider trading and anti-hedging: Oklo’s policy prohibits directors from engaging in hedging transactions that offset declines in the Company’s equity, with specified limited exceptions; policy designed to align objectives with stockholders .
- Section 16 compliance: Company reports directors/officers were in compliance with Section 16(a) filing requirements for 2024 .
Insider Trades
| Period | Form 4 Transactions | Notes |
|---|---|---|
| FY 2024 | Not disclosed in proxy | Company states Section 16(a) compliance for the year ended Dec 31, 2024 |
Governance Assessment
- Independence and committee leadership: Jansen’s independence and role as Compensation Committee Chair, plus Audit Committee membership, support robust pay oversight and financial risk governance .
- Attendance and engagement: At least 75% attendance threshold met by all directors in 2024; committees were active (Audit: 5 meetings; Compensation: 3 meetings), indicating engagement .
- Compensation mix and alignment: Director pay blends cash retainer and time-vested RSUs; initial $150k RSU (2024) and ~$125k annual RSU (from 2025) create equity alignment; no performance-condition disclosed for director awards, reducing incentive complexity but also limiting direct pay-for-performance linkage .
- Ownership: Direct beneficial ownership is modest (6,000 shares; <1%), augmented by unvested RSUs; no disclosure of pledging, consistent with anti-hedging policy framework .
- Conflicts/related parties: No related-party transactions identified involving Jansen; Company enforces a formal Related Person Transaction Policy with Audit Committee oversight .
- Additional observations: Board currently has combined Chair/CEO and no lead independent director; independent directors meet in executive session regularly; Nominating & Corporate Governance Committee did not meet in 2024 (new post-SPAC structure), which may warrant monitoring as governance processes mature .
RED FLAGS: None disclosed specific to Jansen (no related-party transactions, no Section 16 issues, anti-hedging policy in place) . Potential structural watchpoint: lack of lead independent director and limited Nominating & Corporate Governance activity in 2024 (committee did not meet) .