Edward Frank
About Edward Frank
Edward H. Frank (age 68) is a Class II independent director of Rocket Lab, serving since September 2022; he chairs the Compensation Committee and sits on the Audit Committee . He holds BSEE/MSEE from Stanford and a Ph.D. in Computer Science from Carnegie Mellon (Hertz Fellow), is a member of the National Academy of Engineering, an IEEE Fellow, and a NACD Board Leadership Fellow . Frank’s background spans Apple (VP, Macintosh Hardware Systems Engineering), Broadcom (Corporate VP R&D; co-founded WLAN group), Epigram (founding CEO), NeTpower (co-founder/VP Eng), Sun Microsystems (Distinguished Engineer), and various startups; he is Executive Chair of Gradient Technologies (IAM cybersecurity) since August 2022 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apple Inc. | VP, Macintosh Hardware Systems Engineering | 2009–2013 | Led development of four generations of Mac laptops/desktops |
| Broadcom | Corporate VP, R&D; earlier led Wireless LAN engineering | Joined 1999 (via Epigram acquisition) | Oversaw engineering execution; key role in business/IP strategy |
| Epigram, Inc. | Founding CEO; EVP | Pre-1999 to acquisition by Broadcom | Founded and led; platform for Broadcom WLAN business |
| NeTpower, Inc. | Co-founder; VP Engineering | 1993–1996 | Workstation manufacturer leadership |
| Sun Microsystems | Distinguished Engineer | 1988–1993 | Co-architected SPARCstations; principal member of “Green Project” (precursor to Java) |
| Cloud Parity Inc. | Co-founder & CEO | Founded late 2013 | Voice-of-the-customer startup leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gradient Technologies | Executive Chair | Aug 2022–present | IAM cybersecurity startup leadership |
| Analog Devices (ADI) | Director | Ongoing | Public company board |
| Blaize (BZAI) | Director | Ongoing | Public company board |
| SiTime (SITM) | Director | Ongoing | Public company board |
| Carnegie Mellon University | Trustee; prior Vice-Chair (2015–2021) | Trustee since 2000 | University governance |
| Metallica’s All Within My Hands Foundation | Emeritas Executive Director; Board Member | Ongoing | Non-profit governance |
| Prior boards: Cavium (CAVM), FusionIO (FIO), Marvell (MRVL), Quantenna (QTNA) | Director | Prior service | Semiconductor/data infrastructure governance |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee .
- Independence: Board determined all directors except CEO Peter Beck are independent under Nasdaq/SEC rules .
- Attendance: In 2024, each Board member attended ≥75% of Board/committee meetings; Audit (4 regular), Compensation (4 regular, 1 special), Nominating (4), Government Security (1) .
- Lead Independent Director: Merline Saintil; independent executive sessions held regularly in 2024 .
- Governance policies: Anti-hedging/anti-pledging with committee pre-approval; clawback policy adopted Aug 2023 per Dodd-Frank/SEC/Nasdaq .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Cash fees (Board + committees) | $50,001 | $78,959 |
| Policy reference (annual cash) | Board retainer $50,000; Comp Chair $15,000 (2023 policy), Audit member $10,000 | Board retainer $50,000; Comp Chair $20,000; Audit member $10,000; Lead Director $30,000 (not applicable to Frank) |
Notes: 2024 cash aligns with policy math ($50k + $20k + $10k = $80k; actual $78,959 likely reflects proration/timing) .
Performance Compensation
| Equity Award Metric | 2023 | 2024 |
|---|---|---|
| Director annual RSU grant (target value) | $180,000 (policy) | $180,000 (policy) |
| Additional RSU grant (one-time) | $105,000 for extra services sourcing new business | — |
| Reported stock awards (grant-date fair value) | $312,808 (includes annual + $105k one-time) | $196,518 |
| Vesting schedule (policy) | Annual grant vests fully by next annual meeting or 1-year anniversary | Same; initial director grant $360,000 vests in 3 equal annual installments |
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlock Considerations |
|---|---|---|---|
| Analog Devices (ADI) | Semiconductors | Director | Supplier ecosystem overlaps possible for space systems electronics; no related-party transactions disclosed |
| Blaize (BZAI) | AI semiconductors | Director | Similar tech domain; no related-party transactions disclosed |
| SiTime (SITM) | MEMS timing | Director | Component domain overlap plausible; no related-party transactions disclosed |
Rocket Lab disclosed no related-party transactions involving Frank since Jan 1, 2024; related-party items centered on CEO’s Series A Preferred Stock exchange and CFO share pledge approval .
Expertise & Qualifications
- Technical depth in hardware systems, semiconductors, networking, and computer engineering; named inventor on 50+ issued patents .
- Senior operating leadership at Apple and Broadcom; founder/operator experience at Epigram, Cloud Parity; strategic oversight and IP strategy .
- Governance credentials: NAE member, IEEE Fellow, NACD Board Leadership Fellow; extensive public board service .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| RSUs held (director awards outstanding) | 64,883 RSUs as of Dec 31, 2024 | — |
| Total beneficial ownership (shares) | — | 123,514 shares as of July 9, 2025 (includes units vesting within 60 days) |
| Ownership % of voting power | — | Less than 1% (“*”) |
Hedging/pledging: Company prohibits hedging/pledging without Nominating & Corporate Governance Committee approval; no pledges disclosed for Frank; CFO Adam Spice had a pledge approved (622,452 shares) .
Governance Assessment
- Committee leadership: As Compensation Committee Chair, Frank oversaw comprehensive CEO compensation review, adoption of “double-trigger” change-in-control protections, and use of independent advisor (Compensia) with no conflicts—consistent with best practice .
- Independence & engagement: Independent director; met attendance thresholds; participates on Audit Committee (financial oversight, related-party review) bolstering board effectiveness in risk and controls .
- Pay alignment: Director compensation mix skews toward equity (annual RSUs), aligning with shareholder value; 2024 Say-on-Pay support ~99% signals investor confidence in compensation governance .
- Conflicts/related party: No related-party transactions involving Frank; anti-hedging/anti-pledging policies in place; no Section 16(a) delinquency noted for Frank, reducing red-flag risk .
- Watch items: Multiple semiconductor board roles imply industry proximity; while no conflicts are disclosed, ongoing monitoring for supplier/customer overlaps is prudent; ensure compliance with Rocket Lab’s related-party and recusal policies if overlaps arise .