DEF 14A of Intuitive Machines, Inc.
Filed Apr 24, 2026 · FY20250001628280-26-027022
Proposal No. 1: Election of Directors
Proposal No. 1: Election of Directors Our business and affairs are managed under the direction of our Board. Our Board is chaired by Dr. Kamal Ghaffarian and includes Stephen Altemus, Michael Blitzer, William J. Liquori, Robert L. Masson and Nicole Seligman as members.
Proposal No. 1: Election of Directors
| The Board recommends a vote FOR each of Stephen Altemus and Dr. Kamal Ghaffarian, the Class III director nominees. |
Classified Board of Directors
Classified Board of Directors Pursuant to our Certificate of Incorporation, our directors are divided into three classes, with each class serving staggered three-year terms. Our Board currently consists of six directors who are divided among the three classes as disclosed in the table below.
Classified Board of Directors
| | | | | | Committee Memberships | | | | | | | Name | Independent | Age | Director Since | AC | CC | NGC | CFC | STC | | Class I | William J. Liquori Director | Yes | 57 | Feb 2023 | • | | • | •• | | | | Robert L. Masson Director | Yes | 57 | Feb 2023 | •• | • | | • | • | | Class II | Michael Blitzer Director | Yes | 48 | Feb 2023 | • | •• | • | • | •• | | | Nicole Seligman Director | Yes | 69 | Jun 2023 | | | •• | • | | | Class III | Stephen Altemus Chief Executive Officer and President and Director | No | 62 | Feb 2023 | | | | | • | | | Dr. Kamal Ghaffarian Chairman of the Board of Directors | No | 67 | Feb 2023 | | | | | |
Classified Board of Directors
Key to Committees:
Classified Board of Directors
| AC | Audit Committee | CC | Compensation Committee | NGC | Nominating and Corporate Governance Committee | CFC | Conflicts Committee | | STC | Strategic Transactions Committee | | | • | Chair of Committee | | |
Directors and Nominees
Directors and Nominees The term of our Class III directors expires at the Meeting. Dr. Kamal Ghaffarian and Mr. Stephen Altemus, our current Class III directors, have been nominated by the Board to stand for election at the Meeting as Class III directors. If elected by the stockholders at the Meeting, Dr. Ghaffarian and Mr. Altemus will each serve for a three-year term expiring at our annual meeting of stockholders to be held in 2029 and until the election and qualification of his successor or until his earlier death, resignation, retirement, or removal. Each director nominee has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. If, however, prior to the Meeting, the Board should learn that any nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for this nominee will be voted for a substitute nominee as selected by the Board. Alternatively, the proxies, at the Board’s discretion, may be voted for that fewer number of nominees as results from the inability of any nominee to serve.
Directors and Nominees
| INTUITIVE MACHINES, INC | 2026 PROXY STATEMENT | 10 |
Directors and Nominees
The following is a brief biographical summary of the experience of our director nominees.
Current Class III Directors Standing for Re-election at the Meeting
Current Class III Directors Standing for Re-election at the Meeting
Current Class III Directors Standing for Re-election at the Meeting
| Dr. Kamal Ghaffarian |
Current Class III Directors Standing for Re-election at the Meeting
Dr. Ghaffarian, our co-founder, has served as the Chairman of our Board since February 2023. Throughout his 36-plus year career, Dr. Ghaffarian has created multiple successful companies and has extensive experience working at the intersection of government contracting and technological innovation. Dr. Ghaffarian started his entrepreneurial career in 1994 by founding Stinger Ghaffarian Technologies, Inc., a government services company focusing on IT, engineering, and science applications. Dr. Ghaffarian has also held numerous technical and management positions at Lockheed Martin, Ford Aerospace and Loral. Dr. Ghaffarian has obtained two Bachelor of Science degrees, including a B.S. in Computer Science in Engineering and a B.S. in Electronics Engineering, an M.S. in Science in Information Management, a Ph.D. in Management Information System and a Ph.D. in Technology. Dr. Ghaffarian, is the co-founder and chairman of a number of companies including IBX, Axiom Space, X Energy, Quantum Space and PTX. Dr. Ghaffarian is well qualified to serve on our Board due to his extensive experience in the field and deep understanding of company leadership from serving as Chairman. Mr. Altemus has served as our Chief Executive Officer and President and a member of our Board since February 2023 and has served as the Chief Executive Officer of Intuitive Machines, LLC since 2012. Mr. Altemus is also one of our co-founders. Prior to founding Intuitive Machines, in December 2012, Mr. Altemus was appointed to serve as the Deputy Director of NASA’s Johnson Space Center (“JSC”), a position he held until June 2013. Formerly Director of Engineering from July 2006 to December 2012, Mr. Altemus served as the leader and steward of JSC’s engineering capabilities in support of NASA’s human spaceflight programs, projects, and technology activities. Mr. Altemus received a B.S. in Aeronautical Engineering from Embry Riddle Aeronautical University where he now serves as a member on the Engineering Advisory Board, and an M.S. in Engineering Management from the University of Central Florida. He joined NASA’s Kennedy Space Center and the Space Shuttle Program in 1989 where he held progressively more responsible positions working in Space Shuttle operations, launch, and landing activities. He served as the Columbia Reconstruction Director after the loss of the Space Shuttle Columbia on February 1, 2003. In January 2005, he joined JSC serving as the Deputy Director of Engineering and was subsequently selected as Director in July 2006. Mr. Altemus is well qualified to serve on our Board due to his role as our Chief Executive Officer, his depth of knowledge of us and our operations, his acute business judgment and extensive familiarity with the business in which we compete.
Continuing Directors Not Standing for Re-election at the Meeting
Continuing Directors Not Standing for Re-election at the Meeting
Continuing Directors Not Standing for Re-election at the Meeting
| Michael Blitzer |
Continuing Directors Not Standing for Re-election at the Meeting
Mr. Blitzer has served as a member of our Board since February 2023. Mr. Blitzer is also Chairman of the Board of USA Rare Earth (Nasdaq: USAR) and lead independent director of Merlin Labs, Inc. (Nasdaq: MRLN). He is also currently the Chairman and CEO of Inflection Point III and Inflection Point V which have announced transactions with Air Water and GoWell, respectively, in the water and energy fields. Mr. Blitzer is the Chairman and CEO of Inflection Point Asset Management, the financial sponsor of strategically important assets in the critical infrastructure and national security industries. He was the founder and CEO of Kingston Capital Management, which he founded in 2004 and grew to a multi-billion asset manager with some of the world's largest endowments and foundations until 2021. Mr. Blitzer began his Wall Street career at J.P. Morgan Securities in 1999 advising companies globally in private debt and capital raises followed by work at the investment fund Gotham Asset Management, which was founded by the author and investor Joel Greenblatt. Mr. Blitzer taught courses in investing at Columbia Business School for five years in the 2010s. He holds an M.B.A from Columbia Business School and a B.S. from Cornell University. Mr. Blitzer is well qualified to serve on our Board due to his experience with public companies and his financial expertise.
Continuing Directors Not Standing for Re-election at the Meeting
| INTUITIVE MACHINES, INC | 2026 PROXY STATEMENT | 11 |
Continuing Directors Not Standing for Re-election at the Meeting
| Nicole Seligman |
Continuing Directors Not Standing for Re-election at the Meeting
Ms. Seligman has served as a member of our Board since June 2023. Ms. Seligman was the President of Sony Entertainment, Inc., a multinational entertainment company, from 2014 to 2016 and of Sony Corporation of America from 2012 to 2016. From 2005 through 2014, she served as the Executive Vice President and global General Counsel of Sony Corporation. She joined Sony in 2001 as Executive Vice President and General Counsel of Sony Corporation of America. Prior to joining Sony, she was a partner in the litigation practice at Williams & Connolly LLP where she worked on a broad range of complex civil and criminal matters and counseled a broad range of clients, including President William Jefferson Clinton and Hillary Clinton. Ms. Seligman served as law clerk to Justice Thurgood Marshall on the Supreme Court of the United States from 1984 to 1985 and as law clerk to Judge Harry T. Edwards at the U.S. Court of Appeals for the District of Columbia Circuit from 1983 to 1984. Ms. Seligman currently also serves on the public company board of Meira GTx Holdings plc and Praetorian Acquisition Corp. Ms. Seligman also serves on the board of OpenAI. She previously served on the boards of directors of Paramount Global (formerly known as ViacomCBS, Inc.), WPP plc, Far Point Acquisition Corporation and Far Peak Acquisition Corporation. Ms. Seligman received her B.A., magna cum laude, from Harvard College (Radcliffe) and her J.D., magna cum laude, from Harvard Law School, where she was a winner of the Sears Prize. Ms. Seligman serves as Co-Chair of the Schwartzman Animal Medical Center in New Your City and as the Chair of the Doe Fund, a New York non-profit offering transactional services for the homeless and formerly incarcerated. Ms. Seligman is well qualified to serve on our Board because of her senior leadership roles in global public companies, extensive business and corporate governance experience accompanied by exceptional achievements in the legal profession.
Continuing Directors Not Standing for Re-election at the Meeting
| William J. Liquori |
Continuing Directors Not Standing for Re-election at the Meeting
Lieutenant General Liquori has served as a member of our Board since February 2023. Lieutenant General Liquori retired as a Lieutenant General from the United States Space Force in 2022, after over thirty years of distinguished service in both the U.S. Air Force and Space Force. Lieutenant General Liquori served as the Space Force’s first Chief Strategy and Resourcing Officer. Lieutenant General Liquori also led the development of the Space Force international engagement strategy; served as the lead policy interface to the Office of the Secretary of Defense, National Security Council and the National Space Council. Lieutenant General Liquori currently serves on the Board of True Anomaly, Inc., a spacecraft and software company focused on space superiority and the Space Force Association, a non-profit advocating for US Space Force interests and national space power. He also serves on the Military Advisory Board of First Command Financial Services, a financial planning company coaching military members and their families in pursuit of financial security. Lieutenant General Liquori entered the Air Force as a distinguished graduate of the Air Force ROTC program at Boston University. His career included numerous positions in Air Force Space Command, the National Reconnaissance Office, the Air Force Secretariat, U.S. European Command, the Office of the Secretary of Defense, and the White House as Director for Space Policy on the National Security Council staff. During his time at the White House, Liquori served two Presidents of the United States, was the lead author for the 2018 National Space Strategy, served as the primary NSC interface to the National Space Council, co-led the 2018 U.S.-Japan Comprehensive Dialogue on Space, and supported the early policy work leading to the establishment of the United States Space Force. He has commanded a space operations squadron and the 50th Space Wing. Lieutenant General Liquori graduated from Boston University in 1991 with a Bachelor of Arts in Computer Science. In 1996, Lieutenant General Liquori earned a Master's degree from Webster University in Computer Resources and Information Management. From 2004-2005, Lieutenant General Liquori proceeded to Air University where he received Master’s Degrees in Airpower Art & Science and Air & Space Power Strategy. Then, in 2009, Lieutenant General Liquori attended the Marine Corps University where he received a Master’s degree in Strategic Studies. Lieutenant General Liquori is well qualified to serve on our Board due to his profound knowledge of the field and extensive leadership expertise.
Continuing Directors Not Standing for Re-election at the Meeting
| Robert L. Masson |
Continuing Directors Not Standing for Re-election at the Meeting
Mr. Masson has served as a member of our Board since February 2023. Mr. Masson was the Chief Financial Officer of Noble Supply and Logistics, LLC (“Noble”) from 2023 through February 2025. Mr. Masson is a skilled finance executive with over 20 years of experience in the aerospace, defense, and industrial sectors. Before joining Noble, Mr. Masson served as Chief Financial Officer of Latham Group, Inc. where he was responsible for planning, implementing, managing, and controlling all financial-related activities for the company. Mr. Masson served as Executive Vice President and Chief Financial Officer of Hypertherm, Inc., where he oversaw the company’s global financial, information technology, and legal operations. From 2016-2018, Mr. Masson was Vice President of Finance at Flowserve,
Continuing Directors Not Standing for Re-election at the Meeting
| INTUITIVE MACHINES, INC | 2026 PROXY STATEMENT | 12 |
Continuing Directors Not Standing for Re-election at the Meeting
where he led the company’s operational finance, operational accounting, and corporate financial planning and analysis teams. From 2003-2016, he served in various finance leadership roles at Raytheon Technologies, including Chief Financial Officer roles for several of the company’s business units. Mr. Masson began his career as a Lieutenant and Naval Aviator for the United States Navy, where he worked from 1992-2001. Mr. Masson holds a Bachelor of Science degree in Economics from the United States Naval Academy and a Master of Business Administration from Harvard Business School. Mr. Masson currently serves as a director for Tech-Etch, Inc. where he is Chair of the Audit Committee. Mr. Masson is well qualified to serve on our Board because of his numerous years of experience in finance and the aerospace industry and his knowledge as a director.
Continuing Directors Not Standing for Re-election at the Meeting
| INTUITIVE MACHINES, INC | 2026 PROXY STATEMENT | 13 |
Indemnification and Exculpation of our Directors and Officers
Indemnification and Exculpation of our Directors and Officers The Bylaws provide that we are required to indemnify our directors and officers to the fullest extent permitted by the DGCL. In addition, the Certificate of Incorporation provides that our directors and officers will not be liable for monetary damages for breach of fiduciary duty to the fullest extent permitted by the DGCL.
Indemnification and Exculpation of our Directors and Officers
| INTUITIVE MACHINES, INC | 2026 PROXY STATEMENT | 25 |
Indemnification and Exculpation of our Directors and Officers
Director Compensation Plan Our non-employee directors receive cash and equity compensation for their service as directors. Our Board adopted the Amended and Restated Non-Employee Director Compensation Plan and determines annual retainers and other compensation for non-employee directors. Mr. Altemus, our Chief Executive Officer, is also a member of our Board but did not receive any additional compensation for his service as a director.
Equity Compensation
Equity Compensation Pursuant to our Non-Employee Director Compensation Program, for 2025, each non-employee director received an annual grant of restricted stock units, valued at $200,000 and the chair received an annual grant of restricted stock units awards, valued at $250,000. These awards were granted under the 2023 Long Term Omnibus Incentive Plan. Restricted stock units are settled in shares of Class A common stock. All restricted stock units granted to non-employee directors will vest in full on the earlier to occur of the first anniversary of the grant date and the date of the next annual meeting following the grant date, subject to continued service. In addition, each equity award granted to a non-employee director will vest in full immediately prior to the occurrence of a “change in control” (as defined in the 2023 Plan defined below). Compensation under the Director Compensation Program will be subject to the annual limits on non-employee director compensation set forth in the 2023 Plan.
Director Compensation
Director Compensation The following table summarizes the compensation awarded to, earned by or paid to our non-employee directors and to our Chairman who served on our Board during 2025. Mr. Altemus, our President and Chief Executive Officer, is also a member of our Board but receives no compensation in connection with his service as director and, accordingly, he is omitted from this table.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Dr. Kamal Ghaffarian | 105,000 | 250,000 | 355,000 | | Michael Blitzer | 95,000 | 200,000 | 295,000 | | William J. Liquori | 87,500 | 200,000 | 287,500 | | Robert L. Masson | 90,000 | 200,000 | 290,000 | | Nicole Seligman | 77,500 | 200,000 | 277,500 |
Director Compensation
(1)Amounts reflect the grant-date fair value of restricted stock units granted during 2025, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718, without taking into account estimated forfeitures, based on the closing market price of our Class A Common Stock on the grant date.
Director Compensation
| INTUITIVE MACHINES, INC | 2026 PROXY STATEMENT | 26 |
Director Compensation
The following table shows the aggregated numbers of outstanding RSUs held as of December 31, 2025 by each non-employee director and our Chairman.
Director Compensation
| Name | RSUs Outstanding at 2025 Fiscal Year End (#)(1) | | Dr. Kamal Ghaffarian | 22,978 | | Michael Blitzer | 18,383 | | William J. Liquori | 18,383 | | Robert L. Masson | 18,383 | | Nicole Seligman | 18,383 |
Director Compensation
(1)Represents RSUs, each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest in full on the earlier to occur of the first anniversary June 6, 2026 and the date of the next annual meeting following the grant date.
Director Deferred Compensation Plan
Director Deferred Compensation Plan Our Board adopted a Deferred Compensation Plan for Directors in 2023 (the “Deferred Compensation Plan”). The Deferred Compensation Plan permits our non-employee directors to defer the settlement of all RSU awards granted under the Director Compensation Program until separation of service to the Company. With respect to 2025 and 2024, Dr. Ghaffarian, Mr. Blitzer, Mr. Masson and Ms. Seligman elected to defer the settlement of the RSU awards.
Director Deferred Compensation Plan
* Less than 1% (1) Unless otherwise noted, the business address of each of those listed in the table above is c/o Intuitive Machines, LLC, 13467 Columbia Shuttle Street, Houston, Texas 77059. (2) Reflects (i) 376,936 shares of Class A Common Stock (ii) 70,000 restricted stock units (“RSUs”) awarded to Stephen Altemus on February 7, 2024, each of which represents a contingent right to receive one share of Class A Common Stock, such RSUs will vest in two remaining equal annual installments beginning on April 11, 2026 and do not expire, (iii) 350,000 RSUs) awarded to Stephen Altemus on February 7, 2024, each of which represents a contingent right to receive one share of Class A Common Stock, such RSUs will vest in two remaining equal annual installments beginning on February 7, 2027 and do not expire and (iv) 142,663 RSUs awarded to Stephen Altemus on February 7, 2025, each of which represents a contingent right to receive one share of Class A Common Stock, such RSUs will vest in three remaining equal annual installments beginning on February 7, 2027 and do not expire (iv) 236,647 RSU's awarded to Stephen Altemus on February 5, 2026, each of which represents a contingent right to receive one share of Class A Common Stock, such RSUs will vest in four equal annual installments beginning on February 7, 2027 and do not expire (v) 12,342,213 Intuitive Machines OpCo Common Units and a corresponding number of shares of Class C Common Stock held of record by a revocable trust of which Mr. Altemus is a trustee and exercises investment discretion. (3) Consists of (i) 2,241,121 Intuitive Machines OpCo Common Units and a corresponding number of shares of Class C Common Stock held of record by GM Enterprises, LLC, (ii) (A) 33,398,509 Intuitive Machines OpCo Common Units and a corresponding number of shares of Class C Common Stock, and (B)
Director Deferred Compensation Plan
Ownership of Common Stock 3,494,768 shares of Class A Common Stock, in each case, held of record by Ghaffarian Enterprises, LLC (“Ghaffarian Enterprises”) and (iii) (A) 123,141 shares of Class A Common Stock and (B) 22,978 restricted stock units (“RSUs”), in each case, held of record by Dr. Kamal Ghaffarian. The RSUs each represent a contingent right to receive one share of Class A Common Stock. The RSUs will vest in full on the earlier to occur of the first anniversary of the grant date and the date of the next annual meeting following the grant date. The RSUs do not expire. Dr. Kamal Ghaffarian may also be deemed to beneficially own 2,268,963 shares of Class A Common Stock issuable upon conversion of 5,000 shares of Series A Preferred Stock at a conversion price of $3.00 per share purchased by Ghaffarian Enterprises in connection with the Series A Investment which are currently convertible (without giving effect to the 9.9% beneficial ownership blocker described in the form of Certificate of Designation). Dr. Kamal Ghaffarian is the sole trustee of a revocable trust, which is the sole member of each of Ghaffarian Enterprises, GM Enterprises, LLC and Intuitive Machines KG Parent, LLC. As a result, Dr. Kamal Ghaffarian may be deemed to share beneficial ownership of the securities reported herein, but disclaims beneficial ownership. The principal business office of Dr. Kamal Ghaffarian is 5937 Sunnyslope Drive, Naples, FL 34119. The principal business office of each of Ghaffarian Enterprises, GM Enterprises, LLC and Intuitive Machines KG Parent, LLC is 801 Thompson Avenue, Rockville, MD 20852. (4) Reflects i) 56,258 shares of Class A Common Stock (ii) 43,000 RSUs awarded to Dr. Crain on February 7, 2024, each of which represents a contingent right to receive one share of Class A Common Stock, such RSUs will vest in two remaining equal annual installments beginning on April 11, 2026 and do not expire, (iii) 125,000 RSUs awarded to Dr. Crain on February 7, 2024, each of which represents a contingent right to receive one share of Class A Common Stock, such RSUs will vest in two remaining equal annual installments beginning on February 7, 2027 and do not expire, (iv) 50,951 RSUs awarded Dr. Crain on February 7, 2025, each of which represents a contingent right to receive one share of Class A Common Stock, such RSUs will vest in three equal annual installments beginning on February 7, 2027 and do not expire, (v) 84,517 RSUs awarded to Dr. Crain on February 5, 2026, each of which represents a contingent right to receive one share of Class A Common Stock, such RSUs will vest in four equal annual installments beginning on February 7, 2027 and do not expire, and (vi) 8,870,615 Intuitive Machines OpCo Common Units and a corresponding number of shares of Class C Common Stock held of record by a Dr. Crain. (5) Consists of (i) 75,522 shares of Class A Common Stock (ii) 83,437 Intuitive Machines OpCo Common Units and a corresponding number of shares of Class B Common Stock issuable upon the exercise of a stock option that vests in one installment beginning on June 14, 2026, of which 55,625 have vested, (iii) 125,000 RSUs awarded to Mr. McGrath on May 9, 2023, each of which represents a contingent right to receive one share of Class A Common Stock, such RSUs will vest in two remaining equal annual installments beginning on April 11, 2026 and do not expire, (iv)100,000 RSUs awarded to Mr. McGrath on February 7, 2024, each of which represents a contingent right to receive one share of Class A Common Stock, such RSUs will vest in two remaining equal annual installments beginning on February 7, 2027 and do not expire, (v) 40,761 RSUs awarded to Mr. McGrath on February 7, 2025, each of which represents a contingent right to receive one share of Class A Common Stock, such RSUs will vest in three equal annual installments beginning on February 7, 2027 and do not expire, and (vi) 84,517 RSUs awarded to Mr. McGrath on February 5, 2026, each of which represents a contingent right to receive one share of Class A Common Stock, such RSUs will vest in four equal annual installments beginning on February 7, 2027 and do not expire. (6) Each Intuitive Machines OpCo Common Unit, when paired with one share of Class B Common Stock or one share of Class C Common Stock, will be exchangeable, in tandem with the cancellation of the paired share of Class B Common Stock or share of Class C Common Stock, for one share of Class A Common Stock. Holders of Intuitive Machines OpCo Common Units are be permitted to exchange such Intuitive Machines OpCo Common Units (along with the cancellation of the paired share of Class B Common Stock or share of Class C Common Stock) for shares of Class A Common Stock on a one-for-one basis pursuant to the A&R Operating Agreement (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications) or at the election of Intuitive Machines, Inc. (determined by a majority of the directors of Intuitive Machines, Inc. who are disinterested with respect to such determination), cash from a substantially concurrent public offering or private sale in an amount equal to the net amount, on a per share basis, of cash received as a result of such public offering or private sale. (7) Includes 81,248 restricted stock units (“RSUs”) granted to each director, each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest in full on the earlier to occur of the first anniversary of the June 5, 2025 grant date and the date of the next annual meeting following the grant date. Mr. Blitzer, Mr., Masson, Ms. Seligman elected to defer receipt of these RSUs until their retirement from Board. (8) Based solely upon the Schedule 13G/A filed by BlackRock Inc. with the SEC on January 21, 2026, BlackRock, Inc. has sole power to vote or to direct the vote of 9,267,527, shares and sole power to dispose or direct the disposition of all 9,450,141 shares. (9) Based solely upon the Schedule 13G filed by Advent International, L.P., Advent International GP, LLC, Galileo TopCo, Inc., and Vantor Holdings Inc. (collectively, “Advent Reporting Persons”) with the SEC on January 20, 2026. The Advent Reporting Persons may be deemed to have sole power to vote or to direct the vote of 22,991,028 shares.
Summary Compensation Table
Summary Compensation Table The table below sets forth the information concerning the compensation of our named executive officers for the years ended December 31, 2025 and 2024 .
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Non-equity Incentive Plan Compensation ($) | Bonus ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($)(4) | Total ($) | | Stephen Altemus President and Chief Executive Officer | 2025 | 732,507 | 306,856 | 512,750 | 3,500,000 | 14,000 | 5,066,113 | | | 2024 | 728,733 | 758,713 | 164,813 | 3,307,500 | 13,800 | 4,973,559 | | Dr. Timothy Crain Senior Vice President and Chief Technology Officer | 2025 | 450,026 | 125,675 | — | 1,250,000 | 14,000 | 1,839,701 | | | 2024 | 447,674 | 310,736 | 67,500 | 1,326,500 | 13,800 | 2,166,210 | | Peter McGrath Senior Vice President and Chief Financial Officer | 2025 | 450,000 | 150,810 | 247,500 | 1,000,000 | 14,000 | 1,862,310 | | | 2024 | 398,269 | 272,969 | 59,296 | 818,125 | 13,801 | 1,562,460 |
Summary Compensation Table
(1) The 2025 amounts reflect the 2025 transaction bonus paid in 2026. (2) Includes the 2024 performance award agreements for 2023 performance. On February 7, 2024, the Board determined the discretionary 2023 annual cash bonus awards for the named executive officers of the Company and determined that no annual cash bonus awards were payable to any named executive officer with respect to 2023. On February 7, 2024, the Board approved a one-time special restricted stock unit awards for each of Mr. Altemus, Mr. Crain and Mr. McGrath in consideration of their strong performance in 2023. The awards were granted pursuant to the Intuitive Machines, Inc. 2023 Long Term Omnibus Incentive Plan. They are shown as part of the 2024 stock awards because they were granted in 2024. (3) Reflects the grant-date fair value of restricted stock unit awards granted during the years ended December 31, 2025 and 2024. (4) Amounts reflect the Company’s 401(k) plan matching contributions.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of shares of Class A Common Stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2025. Unless otherwise indicated, awards included in the following table were granted pursuant to the 2023 Plan.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($)(1) | | Stephen Altemus | 2/7/2024 | — | — | — | — | 525,000(5) | 8,520,750 | | | 2/7/2024 | — | — | — | — | 70,000(4) | 1,136,100 | | | 2/7/2025 | — | — | — | — | 190,218 | 3,087,238 | | Timothy Crain | 2/7/2024 | — | — | — | — | 187,500(5) | 3,043,125 | | | 2/7/2024 | — | — | — | — | 43,000(4) | 697,890 | | | 2/7/2025 | — | — | — | — | 67,935 | 1,102,585 | | Peter McGrath | 6/14/2021(2) | 55,625 | 27,812 | 1.80 | 6/14/2031 | — | — | | | 5/9/2023 | — | — | — | — | 125,000(3) | 2,028,750 | | | 2/7/2024 | — | — | — | — | 150,000(5) | 2,434,500 | | | 2/7/2025 | — | — | — | — | 54,348 | 882,068 |
Outstanding Equity Awards at Fiscal Year-End
(1) Amounts are calculated based on multiplying the number of shares shown in the table by the per share closing price of our Class A Common Stock on December 31, 2025, the last trading day of 2025, which was $16.23. (2) This stock option was granted pursuant to the 2021 Plan and vests and becomes exercisable in equal annual installments over three years from the applicable grant date, subject to Mr. McGrath’s continued service. (3) This RSU award vests as to 25% of the underlying RSUs on each of the first four anniversaries of April 11, 2023, subject to the executive’s continued employment through the applicable vesting date. The amounts shown represent the number of shares subject to the RSU awards that remain eligible to vest as of December 31, 2025. 4) This RSU award vests as to 25% of the underlying RSUs on April 11, 2024 and each of the first three anniversaries of April 11, 2024, subject to the executive’s continued employment through the applicable vesting date. The amounts shown represent the number of shares subject to the RSU awards that remain eligible to vest as of December 31, 2025. (5) This RSU award vests as to 25% of the underlying RSUs on each of the first four anniversaries of April 11, 2024, subject to the executive’s continued employment through the applicable vesting date. The amounts shown represent the number of shares subject to the RSU awards that remain eligible to vest as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| INTUITIVE MACHINES, INC | 2026 PROXY STATEMENT | 33 |
How do I recommend a director nominee?
How do I recommend a director nominee? If you wish to nominate an individual for election as director at an annual meeting of stockholders, we must receive your written nomination no earlier than February 4, 2027 but no later than March 6, 2027, which is the window that is not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, your written nomination must be received not later than the later of (i) the 90th day prior to such annual meeting and (ii) the 10th day following the day on which public disclosure of the date of such meeting was first made. A written nomination that does not conform to the requirements above will be considered untimely. You should send your proposal to: Intuitive Machines: 13467 Columbia Shuttle Street, Houston, Texas 77059, Attention: Corporate Secretary., Attention: Corporate Secretary. Please see our Bylaws for additional details regarding the requirements for nominating a director at the annual meeting. Additionally, under Rule 14a-19 of the Exchange Act, if you intend to engage in a director election contest with respect to an annual meeting, you must give us notice of your intent to solicit proxies by providing the names of your nominees and certain other information no later than April 5, 2027, which is 60 calendar days prior to the anniversary of the previous year’s annual meeting; provided, however, that if the date of the annual meeting has changed by more than 30 calendar days from such anniversary date, your notice must be received not later than the later of (i) the 60th day prior to such annual meeting and (ii) the 10th day following the day on which public disclosure of the date of such meeting was first made. As detailed in our Bylaws, for a nomination to be properly brought before an annual meeting, your notice of nomination must include: (A) all information with respect to such candidate for nomination that would be required to be set forth in a stockholder’s notice set forth in the question above, (B) all information relating to such candidate for nomination that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14(a) under the Exchange Act (including such candidate’s written consent to being named in the Company’s proxy statement as a nominee and to serving as a director if elected), (C) a description of any direct or indirect material interest in any material contract or agreement between or among any nominating person, on the one hand, and each candidate for nomination or any other participants in such solicitation, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such nominating person were the “registrant” for purposes of such rule and the candidate for nomination were a director or executive officer of such registrant, and (D) a completed and signed questionnaire, representation and agreement