Jon Olson
About Jon Olson
Jon Olson (age 72) serves as an independent director at Rocket Lab and chairs the Audit Committee; he also sits on the Nominating & Corporate Governance Committee. He has served on Rocket Lab’s board since August 2021 (joined Legacy Rocket Lab’s board in June 2021). Olson is a former CFO of Xilinx (2005–2016) and long‑time Intel finance executive (1979–2005). He holds an MBA in Finance from Santa Clara University and a B.S. in Accounting from Indiana University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xilinx, Inc. | Chief Financial Officer; EVP (2014–2016); SVP Finance (2006–2014); VP Finance (2005–2006) | 2005–2016 | Senior finance leadership during scale-up; public company CFO experience |
| Intel Corporation | Various senior finance positions incl. VP, Finance & Enterprise Services; Director of Finance | 1979–2005 | Deep operating finance background in semiconductors |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Advanced Micro Devices (AMD), Inc. | Director | Current | Public company directorship |
| Kulicke & Soffa Industries, Inc. | Director | Current | Public company directorship |
| Xilinx, Inc. | Director | Prior | Prior public board service |
| Mellanox Technologies, Ltd. | Director | Prior | Prior public board service |
| InvenSense, Inc. | Director | Prior | Prior public board service |
Board Governance
- Independence: The board determined all directors except the CEO (Peter Beck) are independent; Olson is independent .
- Committees: Audit Committee chair; members: Jon Olson (Chair), Edward Frank, Kenneth Possenriede; Olson qualifies as an “audit committee financial expert.” Olson is also a member of the Nominating & Corporate Governance Committee .
- Attendance: For FY2024, the Board held 4 regular and 4 special meetings; Audit 4; Compensation 4 regular + 1 special; Nominating & Corporate Governance 4; Government Security 1. Each director attended at least 75% of the meetings of the Board and committees on which they served .
- Leadership: Lead Independent Director is Merline Saintil .
- Election/Class: Olson is a Class I nominee at the Aug 27, 2025 annual meeting, for a term expiring at the 2028 annual meeting .
Fixed Compensation
- Non‑employee director cash retainers (effective Jan 1, 2024): Board $50,000; Lead Director $30,000; Committee Chair: Audit $20,000; Compensation $20,000; Nominating & Corporate Governance $15,000; Government Security $20,000; Committee Member: Audit $10,000; Compensation $10,000; Nominating & Corporate Governance $7,500; Government Security $10,000 .
- 2024 Actual Cash Fees (Olson): $76,830 .
- No meeting fees disclosed; compensation delivered via retainers and equity grants .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 74,000 | 76,830 |
Performance Compensation
- Annual director equity: $180,000 in RSUs at each annual meeting; vests in full on the earlier of the next annual meeting or 1 year from grant. New director initial grant: $360,000 in RSUs vesting in 3 annual installments. Equity vests fully on a sale of the company .
- Options: Company disclosed no grants of stock options, SARs, or similar option-like instruments in 2024 .
| Equity Element | Structure | Value/Terms | Vesting |
|---|---|---|---|
| Director Annual Grant | RSUs | Target value $180,000 | 1-year “next meeting/anniversary” vest |
| Initial Director Grant | RSUs | $360,000 | 3 equal annual installments |
| Change-in-Control | Acceleration | Full acceleration | On sale of the company |
| Stock Options 2024 | Not granted | — | Company did not grant options in 2024 |
| Olson Equity Received | 2023 | 2024 |
|---|---|---|
| Stock Awards ($) | 244,448 | 196,518 |
Other Directorships & Interlocks
- Compensation Committee Interlocks: None; members were independent and not company officers; no interlocks disclosed for Rocket Lab executives on other companies’ compensation committees .
- Current other public boards for Olson: AMD; Kulicke & Soffa .
Expertise & Qualifications
- Financial expert: Olson is designated an Audit Committee financial expert and meets Nasdaq financial sophistication requirements .
- Deep semiconductor finance background as Xilinx CFO and Intel finance leader; extensive public company board experience (AMD, KLIC; prior at Xilinx, Mellanox, InvenSense) .
- Education: MBA (Santa Clara University); B.S. Accounting (Indiana University) .
Equity Ownership
| Ownership Detail | 12/31/2023 | 4/16/2024 | 12/31/2024 | 7/9/2025 |
|---|---|---|---|---|
| Beneficially Owned Shares | — | 409,717 | — | 432,275 |
| Percent of Voting Power | — | <1% | — | <1% |
| RSUs Outstanding (unvested) | 130,052 | — | 42,353 | — |
Policies affecting alignment and risk:
- Anti‑hedging/anti‑pledging: Insiders (incl. directors) are prohibited from hedging or pledging company securities without Nominating & Corporate Governance Committee approval. In April 2025, the Committee approved a pledge by the CFO; no pledge by Olson is disclosed .
- Clawback policy: Adopted Aug 2023 for executive officers in connection with financial restatements (Dodd‑Frank/Nasdaq compliant) .
Insider Transactions (Form 4)
| Transaction Date | Type | Shares | Price ($) | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2024-06-12 | Award (RSU settlement) | 42,353 | 0.00 | 482,275 | https://www.sec.gov/Archives/edgar/data/1819994/000095017024073933/0000950170-24-073933-index.htm |
| 2024-11-19 | Sale (Open Market) | 50,000 | 20.6863 | 432,275 | https://www.sec.gov/Archives/edgar/data/1819994/000095017024129771/0000950170-24-129771-index.htm |
| 2025-08-27 | Award (RSU settlement) | 3,960 | 0.00 | 436,235 | https://www.sec.gov/Archives/edgar/data/1819994/000200101125000064/0002001011-25-000064-index.htm |
Notes:
- The 2024 and 2025 RSU entries reflect director equity awards/settlements; open-market sale on 11/19/2024 reduced holdings by 50,000 shares [Links above].
Governance Assessment
Strengths
- Independent audit chair with CFO pedigree; designated audit committee financial expert; committee independence satisfies Nasdaq/SEC rules .
- Attendance and engagement: Board and committees active; all directors met the ≥75% attendance threshold in 2024 .
- Pay structure: High equity mix via RSUs aligns director incentives with shareholders; 2024 Olson mix ~$76.8k cash and $196.5k equity .
- Risk controls: Anti‑hedging/pledging restrictions (with oversight), and a clawback policy for executives; no related‑party transactions disclosed that attribute a material interest to Olson in 2023–2024 .
Watch‑items / potential red flags
- Insider selling: One open-market sale of 50,000 shares in Nov 2024; while not unusual for diversification, sustained selling could weigh on alignment; continue to monitor future filings .
- Concentration of committee workload: As Audit Chair during a period of multiple board and committee meetings, continued bandwidth and succession planning for audit expertise should be monitored .
Director Compensation (Detail)
| Component | Amount/Policy (2024+) | Notes |
|---|---|---|
| Board retainer (cash) | $50,000 | Annual, prorated as needed |
| Audit Chair (cash) | $20,000 | Additional retainer |
| Nominating & Corporate Governance member (cash) | $7,500 | Additional retainer |
| Annual equity (RSUs) | $180,000 | Vests by earlier of next annual meeting or 1 year |
| Initial equity (RSUs) | $360,000 | 3‑year annual vest |
| 2024 Actual — Cash | $76,830 | Olson |
| 2024 Actual — Stock Awards (grant-date FV) | $196,518 | Olson |
| 2023 Actual — Cash | $74,000 | Olson |
| 2023 Actual — Stock Awards (grant-date FV) | $244,448 | Olson |
Related-Party Exposure
- Policy: The board maintains a formal related‑person transactions policy with Audit Committee review and approval requirements .
- Disclosures: The 2024 and 2025 proxies list related‑party transactions; no items attribute a material interest to Olson in those periods .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay (2023): Approximately 89% support; the Compensation Committee made no material changes to the program in response .
Summary Signals for Investors
- Positive indicators: Independent audit chair with deep financial expertise; strong attendance; equity‑heavy director pay; robust anti‑hedging/pledging and clawback frameworks .
- Monitoring items: Insider sale (Nov 2024) and ongoing equity disposition patterns; sustained audit workload and committee succession planning .