Lt. Gen. Nina M. Armagno (Ret.)
About Lt. Gen. Nina M. Armagno (Ret.)
Independent Class III director at Rocket Lab; appointed to the Board in November 2023. She serves on the Nominating & Corporate Governance Committee and chairs the Government Security Committee; the Board has determined she is independent under Nasdaq and SEC rules, and she met the company’s minimum attendance threshold (≥75%) in 2024. Age 59; prior senior leadership in U.S. Space Force and U.S. Strategic Command; member of the Council on Foreign Relations; degrees include B.S. (USAFA), M.A. (Chapman), and M.S. (National War College). Notably, she is the only person to have commanded both the Eastern and Western test and launch ranges.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Space Force (HQ) | Director of Staff | Since Aug 2020 (per proxy bio) | Senior leadership of Space Force staff operations |
| Office of the Assistant Secretary for Acquisition (USAF) | Director, Space Programs | Jun 2018 – Aug 2020 | Directed development/procurement of space programs; strategy with USAF, OSD, Congress, White House |
| U.S. Strategic Command | Director, Plans and Policy | Prior to 2018 | Responsible for space and nuclear weapons plans, policy, employment |
| Eastern & Western Test and Launch Ranges | Commander | Not disclosed | Only person to command both ranges |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Council on Foreign Relations | Member | Not disclosed | Non-profit membership |
| Other public company boards | Not disclosed in proxy biography | — | No other public company directorships are noted in her proxy bio |
Board Governance
- Committee assignments and chair roles
- Government Security Committee: Chair; responsible for classified/export-controlled information protocols and compliance (e.g., DoD DD Form 441)
- Nominating & Corporate Governance Committee: Member; committee is fully independent under Nasdaq/SEC rules
- Independence status: Independent director (Board determined all directors except the CEO are independent)
- Attendance and engagement: Each Board member attended 75% or more of Board/committee meetings in 2024
- Tenure and term: Class III director; appointed November 2023; Class III terms run to the 2027 annual meeting (she was a Class III nominee in 2024)
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2023 | 0 | Joined Nov 2023; stock-only compensation in 2023 |
| 2024 | 53,397 | Cash portion under director pay policy; see policy schedule below |
Non‑employee director compensation policy (effective Jan 1, 2024):
- Board retainer: $50,000; Lead Independent Director: +$30,000; Non‑executive chair: +$30,000
- Committee retainers: Audit Chair $20,000; Audit Member $10,000; Compensation Chair $20,000; Compensation Member $10,000; Nominating & Governance Chair $15,000; Nominating & Governance Member $7,500; Government Security Chair $20,000; Government Security Member $10,000
Performance Compensation
| Year | Stock Awards ($) | RSUs Outstanding (as of 12/31/2024) |
|---|---|---|
| 2023 | 344,161 | — |
| 2024 | 324,664 | 96,982 |
Vesting & metrics (Director equity):
- Initial grant: $360,000 in RSUs upon Board appointment; vests in three equal annual installments over 3 years, service‑based
- Annual grant: $180,000 in RSUs at each annual meeting; vests in full on earlier of one‑year anniversary or next annual meeting, service‑based; pro‑rated annual grant if joining mid‑cycle
- Acceleration: Full acceleration upon sale of the company
- Performance metrics: None disclosed for director equity; awards are time‑based RSUs (not tied to revenue/EBITDA/TSR/ESG)
Additional notes:
- In 2024, she received a Pro‑Rated Annual Grant following her November 2023 appointment
- Reported grant‑date fair values may differ from policy “target values” due to the method of converting dollar targets to RSU counts and share price at grant
Other Directorships & Interlocks
| Organization | Role | Type | Potential Interlocks/Conflicts |
|---|---|---|---|
| Council on Foreign Relations | Member | Non‑profit | None disclosed |
| Public company boards (other than RKLB) | — | — | None disclosed in proxy bio |
Related‑party transactions:
- Proxy discloses no related‑party transactions involving directors since Jan 1, 2024, other than items specifically noted (none attributable to Armagno)
Expertise & Qualifications
- Space/defense leadership: Director of Staff at U.S. Space Force; prior roles in acquisition (USAF) and strategic plans/policy (STRATCOM)
- Unique operational credential: Only person to command both Eastern and Western test/launch ranges
- National security & policy networks: Member, Council on Foreign Relations
- Education: B.S. Biology (U.S. Air Force Academy); M.A. Education Administration & Management (Chapman University); M.S. National Security Studies (National War College)
Equity Ownership
| Metric | As of Apr 16, 2024 | As of Jul 9, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 0 | 77,665 |
| Ownership % of outstanding | <1% | <1% |
Additional detail:
- RSUs outstanding: 96,982 as of Dec 31, 2024
- Pledging: Proxy notes a pledge of shares by CFO Adam Spice (approved by the Nominating & Governance Committee); no pledge is noted for Armagno in the ownership table
Insider filings/compliance:
- The company disclosed a delinquent Section 16(a) Form 4 for Lt. Gen. Armagno in 2024 (proxy lists a late Form 4 for a December 11, 2024 transaction)
Governance Assessment
Strengths
- Independent director with deep national security, acquisition, and launch operations expertise that is directly relevant to Rocket Lab’s government and classified programs
- Chair of the Government Security Committee, overseeing compliance with classified and export‑controlled information protocols (DD Form 441, etc.)—a critical oversight area for defense‑oriented revenue
- Meets attendance threshold (≥75%) and independence standards; committees populated with independent directors
Alignment & incentives
- Compensation mix balanced with cash fees and significant equity; RSUs vesting are time‑based and subject to acceleration upon sale; 2024 stock award $324,664; 2024 cash fees $53,397
- Beneficial ownership is <1% (typical for outside directors); RSUs outstanding support continued alignment through service‑based vesting
Watch items / RED FLAGS
- Section 16(a) late filing: Proxy cites a delinquent Form 4 for a 2024 transaction; while administrative, late filings can signal process gaps and are monitored by governance‑focused investors
- No other public company board roles disclosed in the proxy biography (limits interlock risks, but also reduces cross‑board benchmarking experience); continue to monitor for additional external commitments
Director Compensation (Reference)
| Component | Policy Terms | Notes |
|---|---|---|
| Board annual retainer | $50,000 cash | Effective Jan 1, 2024 |
| Committee retainers | GSC Chair $20,000; GSC Member $10,000; NCG Chair $15,000; NCG Member $7,500; Audit Chair $20,000; Audit Member $10,000; Compensation Chair $20,000; Compensation Member $10,000 | Effective Jan 1, 2024 |
| Equity – Initial | $360,000 RSUs; vests over 3 years (equal annual tranches) | Service‑based |
| Equity – Annual | $180,000 RSUs; vests on earlier of one year or next annual meeting | Service‑based; pro‑rata if mid‑cycle |
| Acceleration | Full acceleration upon sale of the company |
Director-specific actuals:
- 2023 total: $344,161 stock; $0 cash
- 2024 total: $324,664 stock; $53,397 cash; 96,982 RSUs outstanding at year‑end
Notes on valuation mechanics:
- Reported stock award values reflect grant‑date fair value under ASC 718; counts are derived from trailing 30‑day average price before grant, so reported dollar values can diverge from target values if the stock moves into the grant date
Related-Party Exposure (Conflicts)
- No related‑party transactions disclosed for Armagno; proxy’s related‑party section since Jan 1, 2024 notes no transactions involving directors other than those described (none attributable to her)
Insider Trading & Controls
- Insider trading policy in place; prohibits trading while in possession of MNPI; Board committees oversee risk, including cybersecurity and other exposures (via Audit Committee)
Overall implication: Armagno brings mission‑critical national security oversight and compliance leadership as Government Security Committee chair, with independent status and adequate engagement. Minor administrative risk from a disclosed late Form 4 should be remediated, but no material conflicts or related‑party exposures are disclosed, and her compensation/ownership structure aligns with Rocket Lab’s director policy framework.