Merline Saintil
About Merline Saintil
Merline Saintil (age 49) is Lead Independent Director of Rocket Lab, serving on the Board since June 2021; she chairs the Nominating & Corporate Governance Committee and sits on the Compensation Committee . She holds a B.S. in Computer Science from Florida A&M and an M.S. in Software Engineering Management from Carnegie Mellon; she is NACD/Carnegie Mellon-certified in Cybersecurity Oversight and has completed Stanford Directors’ College and Harvard Business School executive education programs . Her operating background spans senior roles at Change Healthcare, Intuit, Yahoo, PayPal, Adobe, Joyent, and Sun Microsystems, with responsibilities across product, technology, M&A integration, and large-scale business operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Change Healthcare Inc. | Chief Operating Officer, R&D/IT | Apr 2019 – Feb 2020 | Led payment management software operations; enterprise technology oversight |
| Intuit Inc. | Senior executive, Product & Technology | Nov 2014 – Aug 2018 | Drove global strategic growth, led M&A integrations/divestitures; operations for ~half of workforce |
| Yahoo! Inc. | Head of Operations, Mobile & Emerging Products | Jan 2014 – Nov 2014 | Scaled mobile/emerging product ops |
| Joyent, Inc. | Various roles | Nov 2011 – Sep 2013 | Software operations/technology leadership |
| PayPal Holdings Inc. | Various roles | Jul 2010 – Nov 2011 | Payments technology operations |
| Adobe Inc. | Various roles | Apr 2006 – Jul 2010 | Product/technology execution |
| Sun Microsystems, Inc. | Various roles | Oct 2000 – Apr 2006 | Engineering/operations |
External Roles
| Company | Role | Start Date | Committee Roles |
|---|---|---|---|
| GitLab, Inc. (Nasdaq: GTLB) | Director | Oct 2020 | — |
| Symbotic (Nasdaq: SYM) | Director | Jun 2022 | Chair, Nominating & Governance Committee |
| TD SYNNEX Corporation (NYSE: SNX) | Director | Sep 2021 | — |
| Evolv Technology Holdings, Inc. (Nasdaq: EVLV) | Director (prior) | Jan 2021 | Chair, Nominating & Governance (prior) |
Board Governance
- Lead Independent Director; presides over executive sessions of independent directors and serves as liaison to the Chair/CEO .
- Committee assignments: Chair, Nominating & Corporate Governance Committee (members: Saintil, Lt. Gen. Nina Armagno, Jon Olson; all independent) ; Member, Compensation Committee (with Edward Frank, Kenneth Possenriede; all independent) .
- Independence: Board determined all directors except Peter Beck are independent under Nasdaq/SEC rules .
- Attendance: In 2024, the Board held 4 regular and 4 special meetings; each director attended at least 75% of Board and applicable committee meetings .
- Compensation adviser: The Compensation Committee engages Compensia; reviewed for independence and no conflicts of interest . “What We Do” highlights include independent committee/advisor, annual risk reviews, double-trigger CIC .
Fixed Compensation
| Metric (2024) | Amount | Notes |
|---|---|---|
| Cash fees | $100,877 | Fees earned/paid in cash for 2024 |
| Stock awards (grant-date fair value) | $196,518 | RSUs; ASC 718 fair value |
| Total | $297,395 | Sum of cash + stock |
Non-Employee Director Compensation Policy (effective Jan 1, 2024):
| Role | Annual Retainer |
|---|---|
| Board membership | $50,000 |
| Lead Director | +$30,000 |
| Audit Chair / Member | +$20,000 / +$10,000 |
| Compensation Chair / Member | +$20,000 / +$10,000 |
| Nominating & Governance Chair / Member | +$15,000 / +$7,500 |
| Government Security Chair / Member | +$20,000 / +$10,000 |
Performance Compensation
| Equity Award | Value | Vesting Schedule | Change-in-Control Treatment |
|---|---|---|---|
| Initial RSU grant (new director) | $360,000 | Vests in 3 equal annual installments over 3 years, subject to continued service | |
| Annual RSU grant | $180,000 | Vests in full on earlier of 1-year anniversary or next annual meeting, subject to service | |
| Pro-Rated Annual Grant | Pro-rata of $180,000 | For off-cycle appointments; vesting aligns to next annual meeting timeline | |
| Treatment on sale of company | — | — | Full acceleration of vesting upon sale of company |
Note: No performance-based metrics (e.g., TSR, revenue, EBITDA) are tied to director equity awards; grants are time-based under the policy .
Other Directorships & Interlocks
| External Board | Potential Interlock/Conflict with RKLB | Notes |
|---|---|---|
| GitLab (GTLB) | Low | Software DevOps; no related-party transactions disclosed with RKLB |
| Symbotic (SYM) | Low | Robotics/automation; governance chair role; no related-party transactions disclosed with RKLB |
| TD SYNNEX (SNX) | Low | IT distribution; no related-party transactions disclosed with RKLB |
| Evolv Technology (EVLV) (prior) | Low | Security tech; prior service; no related-party transactions disclosed |
- Related party transactions: Rocket Lab disclosed none >$120,000 involving directors/executives since Jan 1, 2024 (and none since Jan 1, 2023 in prior proxy) .
Expertise & Qualifications
- Cybersecurity oversight certification (NACD/Carnegie Mellon), plus Stanford Directors’ College and HBS executive education, supporting risk oversight and governance competence .
- Deep operating experience in product, technology, and large-scale business operations; led M&A integration/divestitures at Intuit; COO oversight at Change Healthcare .
- Governance leadership experience as Lead Independent Director at RKLB and Nominating & Governance Committee Chair at Symbotic (and prior at Evolv) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of July 9, 2025) | 419,569 shares; <1% voting power | Based on 479,338,705 shares outstanding |
| RSUs outstanding (Dec 31, 2024) | 42,353 RSUs | Outstanding director equity awards |
| Hedging/Pledging | Prohibited without Nominating & Governance Committee approval; no pledges disclosed for Saintil | Company policy restricts hedging/pledging; CFO pledge noted (not Saintil) |
Governance Assessment
- Strengths: Independent leadership as Lead Independent Director; chairs the Nominating & Governance Committee; strong attendance and independent committee composition underpin board effectiveness . Director equity is time-based RSUs with clear vesting and moderate annual value, aligning compensation with shareholder value while limiting pay inflation; overall non-employee director pay caps apply . Anti-hedging/anti-pledging controls and clawback policy strengthen alignment and accountability . 2024 Say-on-Pay garnered ~99% support, indicating broad investor confidence in compensation governance .
- Potential risks/red flags: Multiple external public board commitments (GTLB, SYM, SNX) and external committee chair roles increase time demands; however, RKLB reports at least 75% attendance, mitigating concerns and indicating engagement . No related-party transactions disclosed; consultant independence affirmed, lowering conflict risk . No director stock ownership guidelines disclosure—cannot assess compliance; anti-hedging/pledging policies reduce misalignment risk .