Adam Spice
About Adam Spice
Adam C. Spice is Chief Financial Officer and a Named Executive Officer of Rocket Lab, appearing in the 2022–2024 and 2025 proxies’ executive compensation disclosures . Rocket Lab delivered 2024 revenue of $436.2 million (+78% YoY) and modest backlog growth to $1,067.0 million, contextualizing executive pay decisions and equity values . The company’s pay program emphasizes discretionary cash bonuses and time‑based RSUs without formal financial performance metrics (no company-selected measure in Pay vs Performance), and maintains a clawback compliant with Dodd‑Frank . Age, education, and prior bio details for Mr. Spice are not disclosed in the available filings; option grants date back to 2018 indicating long-standing tenure .
Past Roles
No biography or prior roles for Adam Spice are disclosed in the available DEF 14A filings .
External Roles
No external directorships or roles for Adam Spice are disclosed in the available DEF 14A filings .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $383,111 | $407,000 | $431,453 |
| Discretionary Bonus (USD) | $202,860 | $268,189 | $290,277 |
| Stock Awards Granted (USD) | $9,536,750 | — | — |
| Other Compensation (USD) | $7,757 | $13,133 | $11,310 |
| Total Compensation (USD) | $10,130,478 | $688,322 | $733,040 |
Notes:
- 2023–2024 bonuses were discretionary; the company has no formal, target-based bonus program .
Performance Compensation
| Element | Metric | Weighting | Target | Actual | Payout/Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive | Discretionary (no formal KPIs) | N/A | N/A | Approved by Comp Committee annually | $268,189 (2023); $290,277 (2024) |
| Long-term Equity | Time-based RSUs (2012 Plan RSUs granted 5/12/2022) | N/A (time-based) | N/A | Quarterly vesting 1/16 on Mar 1, May 22, Aug 22, Nov 22 | Vested shares: 459,381 (2023), 459,381 (2024); Value realized: $2,232,592 (2023), $4,476,662 (2024) |
Equity Ownership & Alignment
| Ownership Detail | Apr 16, 2024 | Jul 9, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 5,645,095 | 5,911,313 |
| Ownership as % of Voting Power | 1.1% | 1.2% |
| Options Exercisable within 60 Days (#) | 5,121,651 | 5,121,651 |
| RSUs Vesting within 60 Days (#) | 114,846 | 114,845 |
| Shares Pledged as Collateral (#) | Not disclosed as pledged | 622,452 (Morgan Stanley Private Bank; no scheduled maturity) |
| Anti‑pledging policy status | Pledges allowed only with committee approval | Committee approved up to 1,000,000 shares pledge for Spice in Apr 2025 |
Outstanding equity position and vesting:
| Equity Instrument | Dec 31, 2023 | Dec 31, 2024 |
|---|---|---|
| Unvested RSUs (#) | 1,148,453 | 689,072 |
| Unvested RSUs Market Value (USD) | $6,350,945 (at $5.53) | $17,550,664 (at $25.47) |
| Stock Options (Grant 8/3/2018) | 5,121,652 exercisable; $1.09 strike; exp. 8/3/2028; fully vested | 5,121,652 exercisable; $1.09 strike; exp. 8/3/2028; fully vested |
RSU vesting cadence:
- 1/16 per quarter on March 1, May 22, August 22, November 22, subject to continued service .
Employment Terms
| Scenario | Non‑Change‑in‑Control | Change‑in‑Control (Double Trigger) |
|---|---|---|
| Cash Severance | 6 months base salary: $211,640 | 100% base salary: $423,280 |
| Cash Incentive Bonus | None (no formal target bonus) | None shown (no formal target bonus) |
| Health (COBRA equivalents) | $3,465 (up to 6 months) | $6,930 (12 months) |
| Equity Acceleration | None | Full acceleration of time-based awards; value $17,550,664 at 12/31/2024 price |
Key provisions:
- Double-trigger required for CoC benefits (transaction plus qualifying termination) .
- No excise tax gross‑ups; benefits reduced if 280G excise tax would otherwise apply and reduction yields higher net after-tax outcome .
- Restrictive covenants: executives subject to non‑compete/non‑solicit during employment and typically for 6 months post‑employment (24 months for CEO; Spice covered by plan language) .
Compensation Structure Analysis
- Mix shift and risk: Spice’s cash comp rose 4% in 2024 (salary from $407k to $423k), with discretionary bonuses and no new RSUs granted in 2023–2024 due to existing unvested holdings; long‑term equity is predominantly time‑based RSUs and a large, deeply in‑the‑money 2018 option grant .
- Pay-for-performance link: The program relies on discretionary bonuses tied to annual objectives and time‑vested RSUs; the company explicitly does not tie Named Executive Officer pay to specific financial metrics (no company‑selected measure), limiting formulaic alignment with TSR or EBITDA .
- Say‑on‑Pay support improved from ~89% (2023) to ~99% (2024), signaling shareholder acceptance of program structure adjustments .
Risk Indicators & Red Flags
- Pledging: Anti‑pledging policy exists but the Nominating & Corporate Governance Committee approved Spice’s pledge (April 2025) and 622,452 shares are pledged to Morgan Stanley Private Bank without a scheduled maturity—introduces potential margin‑related selling pressure if volatility rises .
- Hedging: Hedging transactions are prohibited absent committee approval, reducing misalignment risk .
- Clawback: Dodd‑Frank compliant clawback adopted August 2023 for current/former executive officers, mitigating restatement risk exposure .
- Change‑in‑control terms: Double trigger with full time‑based equity acceleration; while market standard, it can create sizable payouts if a sale coincides with termination (equity acceleration value $17.6M at 12/31/2024), which may draw scrutiny on deal incentives .
Company Performance Context
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue (USD) | $244.6 million | $436.2 million |
| Backlog (USD) | $1,046 million (12/31/2023) | $1,067.0 million (12/31/2024) |
Investment Implications
- Alignment: Spice’s ownership ~1.2% and substantial in‑the‑money options/RSUs indicate meaningful exposure to equity upside; absence of performance‑conditioned equity (PSUs) reduces explicit linkage to financial KPIs .
- Selling pressure: The approved and active share pledge is a notable red flag; in adverse market conditions, pledged shares can amplify insider selling risk via margin calls .
- Retention and transaction incentives: Standard double‑trigger severance plus full acceleration of time‑based equity in CoC scenarios can lower retention risk but may incentivize termination‑linked realizations around a sale; overall terms are shareholder‑standard (no gross‑ups), but the potential equity acceleration quantum is significant .
- Governance feedback: Very high 2024 Say‑on‑Pay support (~99%) suggests shareholders broadly accept the program’s discretionary structure and time‑based equity approach, despite limited formal performance metrics .