DEF 14A of Intuitive Machines, Inc.
Filed Apr 23, 2024 · FY20230001844452-24-000058
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 William J. Liquori and Robert L. Masson, the Class I 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 | | Class I | William J. Liquori Director | Yes | 55 | Feb 2023 | • | | • | •• | | | Robert L. Masson Director | Yes | 55 | Feb 2023 | •• | • | | • | | Class II | Michael Blitzer Director | Yes | 46 | Feb 2023 | • | •• | • | • | | | Nicole Seligman Director | Yes | 67 | Jun 2023 | | | •• | • | | Class III | Stephen Altemus Chief Executive Officer and President and Director | No | 60 | Feb 2023 | | | | | | | Dr. Kamal Ghaffarian Chairman of the Board of Directors | No | 65 | 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 | | • | Chair of Committee | | | | | | |
Directors and Nominees
Directors and Nominees The following is a brief biographical summary of the experience of our director nominees.
Current Class I Directors Standing for Re-election at the Meeting
Current Class I Directors Standing for Re-election at the Meeting
Current Class I Directors Standing for Re-election at the Meeting
| William J. Liquori |
Current Class I Directors 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 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
Current Class I Directors Standing for Re-election at the Meeting
| INTUITIVE MACHINES, INC | 2024 PROXY STATEMENT | 7 |
Current Class I Directors Standing for Re-election at the Meeting
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 Degrees 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.
Current Class I Directors Standing for Re-election at the Meeting
| Robert L. Masson |
Current Class I Directors Standing for Re-election at the Meeting
Mr. Masson has served as a member of our Board since February 2023. Mr. Masson is the Chief Financial Officer of Noble Supply and Logistics, LLC (“Noble”) and is leading the financial efforts to streamline financial operations and maximize growth opportunities. His areas of responsibility include financial planning and analysis, accounting, treasury, tax, and investor relations. Mr. Masson is a skilled finance executive with nearly 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, 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
Continuing Directors Not Standing for Re-election at the Meeting
Continuing Directors Not Standing for Re-election at the Meeting
| Dr. Kamal Ghaffarian |
Continuing Directors Not Standing for Re-election at the Meeting
Dr. Ghaffarian has served as the Chairman of our Board since February 2023. Throughout his 35-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, our co-founder and Chairman of our Board, 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 role as our Chairman, his extensive experience in the field and deep understanding of company leadership.
Continuing Directors Not Standing for Re-election at the Meeting
| Stephen Altemus |
Continuing Directors Not Standing for Re-election at the Meeting
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
Continuing Directors Not Standing for Re-election at the Meeting
| INTUITIVE MACHINES, INC | 2024 PROXY STATEMENT | 8 |
Continuing Directors Not Standing for Re-election at the Meeting
human spaceflight programs, projects, and technology activities. Mr. Altemus is also a director of Intuitive Aviation, a subsidiary of Intuitive Machines. 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
| 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 had served as the co-Chief Executive Officer of IPAX since February 2021 and a director of IPAX since January 2021 until the closing of the business combination with the Company on February 13, 2023. Mr. Blitzer is the founder and co-Chief Information Officer of Kingstown Capital Management, which he founded in 2006 and grew to a multi-billion asset manager with some of the world’s largest endowments and foundations as clients. At Kingstown, Mr. Blitzer oversaw and participated in nearly all of the firm’s investment decisions including countless public and private investments in the consumer and technology industries. Mr. Blitzer brings an in-depth understanding of public markets and has invested in a variety of corporate transactions such as spin-offs, rights offerings, public offerings, privatizations and mergers & acquisitions. He was also a public company director of Signature Group Holdings after its exit from bankruptcy in 2011, where he also sat on the audit committee, and was on the board of directors of the European mutual fund TREND AD. Mr. Blitzer began his Wall Street career at J.P. Morgan Securities in 1999 advising companies globally in private debt and equity capital raises followed by work at the investment fund, Gotham Asset Management. Mr. Blitzer taught courses in Investing at Columbia Business School for five years in the 2010s. He holds an MBA from Columbia Business School and a BS from Cornell University where he received the Cornell Tradition Fellowship. Mr. Blitzer currently sits on the Executive Advisory Board of the Heilbrunn Center for Graham & Dodd Investing at Columbia Business School and is a trustee of Greens Farms Academy in Westport, CT where he is also Treasurer and Chair of the Investment Committee. Mr. Blitzer is well qualified to serve on our Board due to his role as IPAX.’s co-Chief Executive Officer and his experience with public companies.
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 serves on the board of Meira GTx Holdings plc and Paramount Global (formerly known as ViacomCBS, Inc.). She previously served on the boards of directors of Viacom Inc. through December 2019, when it merged with CBS Corp., WPP plc, where she was the Senior Independent Director, 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
| INTUITIVE MACHINES, INC | 2024 PROXY STATEMENT | 9 |
Continuing Directors Not Standing for Re-election at the Meeting
Our Board has adopted Corporate Governance Guidelines that address, among other topics, the role and responsibilities of our directors, the structure and composition of our Board, and corporate governance policies and standards applicable to us in general. The Corporate Governance Guidelines are subject to periodic reviews and changes by our Nominating and Corporate Governance Committee and our Board. Our Corporate Governance Guidelines is available on our website at https://investors.intuitivemachines.com/ under the "Corporate Governance" section.
Indemnification Agreements with our Directors and Officers
Indemnification Agreements with our Directors and Officers The By-Laws 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 will not be liable for monetary damages for breach of fiduciary duty to the fullest extent permitted by the DGCL.
Indemnification Agreements with our Directors and Officers
| INTUITIVE MACHINES, INC | 2024 PROXY STATEMENT | 16 |
Indemnification Agreements with our Directors and Officers
Director Compensation Plan Our non-employee directors receive cash and equity compensation for their service as directors. Our Board determines annual retainers and other compensation for non-employee directors. Mr. Altemus is also a member of our Board but did not receive any additional compensation for his service as a director.
Equity Compensation
Equity Compensation For 2023, each non-employee director received a grant of restricted stock units with a grant date fair value of $155,000 and the chair received restricted stock unit awards with a grant date fair value of $205,000. These awards were granted under the 2023 Long Term Omnibus Incentive Plan. Restricted stock units are settled in shares of Class A common stock. All restricted stock units granted to non-employee directors will vest in full on the earlier to occur of the first anniversary of the grant date and the date of the next annual meeting following the grant date, subject to continued service. In addition, each equity award granted to a non-employee director will vest in full immediately prior to the occurrence of a “change in control” (as defined in the Intuitive Machines Incentive Plan). Compensation under the Director Compensation Program will be subject to the annual limits on non-employee director compensation set forth in the Intuitive Machines Incentive Plan.
Director Compensation
Director Compensation The following table summarizes the compensation awarded to, earned by or paid to our non-employee directors and to our Chairman who served on our Board during 2023. Mr. Altemus, our President and Chief Executive Officer, is also a member of our Board but receives no compensation in connection with his service as director and, accordingly, he is omitted from this table.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Dr. Kamal Ghaffarian | 105,000 | 205,000 | 310,000 | | Michael Blitzer | 91,250 | 155,000 | 246,250 | | William J. Liquori | 81,875 | 155,000 | 236,875 | | Robert L. Masson | 88,125 | 155,000 | 243,125 | | Nicole Seligman(2) | 58,125 | 155,000 | 213,125 |
Director Compensation
(1)Amounts reflect the grant-date fair value of restricted stock unit awards granted during 2023. (2)Ms. Seligman joined our Board on June 23, 2023
Director Compensation
| INTUITIVE MACHINES, INC | 2024 PROXY STATEMENT | 17 |
Director Compensation
The following table shows the aggregated numbers of outstanding RSUs held as on December 31, 2023 by each non-employee director and our Chairman.
Director Compensation
| Name | RSUs Outstanding at 2023 Fiscal Year End (#)(1) | | Dr. Kamal Ghaffarian | 67,434 | | Michael Blitzer | 18,321 | | William J. Liquori | 18,321 | | Robert L. Masson | 18,321 | | Nicole Seligman(2) | 18,321 |
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 23, 2023 and the date of the next annual meeting following the grant date.
Director Compensation
| INTUITIVE MACHINES, INC | 2024 PROXY STATEMENT | 18 |
Director Compensation
Security Ownership of Certain Beneficial Owners and Management The following table sets forth beneficial ownership of our common stock as of March 15, 2024 by: •each person who is known to be the beneficial owner of more than 5% of shares of our common s •each of our current named executive officers and directors; and •all current executive officers and directors as a group. The information below is based on an aggregate of 51,080,059 shares of Class A Common Stock and 70,909,012 shares of Class C Common Stock issued and outstanding as of March 15, 2024. No shares of Class B Common Stock were issued and outstanding as of March 15, 2024. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power over that security, including warrants that are currently exercisable or exercisable within 60 days. Voting power represents the combined voting power of shares of Class A Common Stock, Class B Common Stock and Class C Common Stock owned beneficially by such person. On all matters to be voted upon, holders of shares of Class A Common Stock, Class B Common Stock and Class C Common Stock will vote together as a single class on all matters submitted to the stockholders for their vote or approval. Holders of Class A Common Stock and Class B Common Stock are entitled to one vote per share on all matters submitted to the stockholders for their vote or approval and holders of Class C Common Stock are entitled to three votes per share on all matters submitted to the stockholders for their vote or approval. Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them.
Director Compensation
| | Shares Beneficially Owned | | | | | | Number of Shares of Class A, Class B, and Class C Common Stock | % of Total Voting Power | | | Class A Common Stock | | Class B Common Stock | | Class C Common Stock | | | | | Name and Address of Beneficial Owner(1) | Number | % | Number | % | Number | % | | | | 5% Holders | | | | | | | | | | Guy Shanon(2)(3) | 9,216,104 | 16.1 | — | — | — | — | 9,216,104 | 3.4 | | Kingstown Capital Management, LP(3) | 5,373,305 | 9.8 | — | — | — | — | 5,375,305 | 2.0 | | Kingstown Capital Management GP, LLC(3) | 5,375,306 | 9.8 | — | — | — | — | 5,375,306 | 2.0 | | Armistice Capital, LLC(10) | 23,529,415 | 46.1 | — | — | — | — | 23,529,415 | 8.9 | | Directors and Executive Officers of Intuitive Machines | | | | | | | | | | Stephen Altemus(5)(9) | 245,000 | * | — | — | 16,581,703 | 23.4 | 16,826,703 | 18.9 | | Dr. Kamal Ghaffarian(6)(9) | 13,915,261 | 22.6 | — | — | 43,825,852 | 61.8 | 57,741,113 | 53.0 | | Dr. Timothy Crain(7)(9) | 129,000 | * | — | — | 10,501,457 | 14.8 | 10,630,457 | 12.0 | | Erik Sallee(8)(9) | 111,249 | * | — | — | — | — | 111,249 | * | | Michael Blitzer(4) | 4,200,798 | 7.8 | — | — | — | — | 4,200,798 | 1.6 | | Peter McGrath(9)(11) | 367,187 | * | — | — | — | — | 367,187 | * | | William J. Liquori | — | — | — | — | — | — | — | — | | Robert L Masson | — | — | — | — | — | — | — | — | | Nicole Seligman | — | — | — | — | — | — | — | — | | All directors and executive officers as a group (9 individuals) | 18,968,495 | 29.3 | — | — | 70,909,012 | 100.0 | 89,877,507 | 83.5 |
Director Compensation
* 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, TX 77059. (2) Consists of (i) 1,302,673 shares of Class A Common Stock and (ii) 2,538,125 shares of Class A Common Stock underlying Private Placement Warrants which are currently exercisable (without giving effect to the 9.8% beneficial ownership blocker described in the Warrant Agreement). Such securities were distributed by Inflection Point Holdings LLC to Guy Shanon for no consideration in accordance with Inflection Point Holdings LLC’s limited liability company agreement. (3) Kingstown 1740 Fund, LP (“Kingstown 1740”) is the record holder of such shares. Kingstown Capital Management, L.P. (“KCM”) is the investment manager of Kingstown 1740. Kingstown Management GP LLC (“KMGP”) is the general partner of KCM. Kingstown Capital Partners LLC (“KCP”) is the general partner of Kingstown 1740. Michael Blitzer and Guy Shannon are the managing members of KMGP and KCP. KCM, KMGP, KCP and Mr. Shanon share voting investment discretion with respect to the securities held by Kingstown 1740. Notwithstanding his roles with KCM, KMGP and KCP, Mr.
Director Compensation
| INTUITIVE MACHINES, INC | 2024 PROXY STATEMENT | 19 |
Director Compensation
Ownership of Common Stock Blitzer has relinquished voting power and dispositive power over securities held by entities managed or controlled by KCM, KMGP and/or KMGP. Each of KCM, KMGP, KCP, Mr. Blitzer and Mr. Shanon disclaims beneficial ownership over any securities directly held by Kingstown 1740 other than to the extent of its/his respective pecuniary interest therein, directly or indirectly. Such amounts consist of the following securities owned by Kingstown 1740 (i) 1,585,904 shares of Class A Common Stock, (ii) 3,218,750 shares of Class A Common Stock underlying warrants which are currently exercisable and 570,652 shares of Class A Common Stock issuable upon exercise of Preferred Investor Warrants purchased by Kingstown 1740 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 Preferred Investor Warrant). The principal business office of Kingstown 1740 is c/o Kingstown Capital Management L.P., 167 Madison Avenue, Suite 205 #1033, New York, New York 10016. (4) Consists of (i) 1,662,673 shares of Class A Common Stock and (ii) 2,538,125 shares of Class A Common Stock underlying Private Placement Warrants which are currently exercisable (without giving effect to the 9.8% beneficial ownership blocker described in the Warrant Agreement). Such securities were distributed by Inflection Point Holdings LLC to Mr. Blitzer for no consideration in accordance with Inflection Point Holdings LLC’s limited liability company agreement. Mr. Blitzer’s principal place of business in located at 167 Madison Avenue, Suite 205 #1033, New York, New York 10016. (5) Reflects (i) 140,000 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 four equal annual installments beginning on April 11, 2024 and do not expire, (ii) 105,000 performance-based RSUs granted to Stephen Altemus on February 7, 2024 and the achievement of which was certified by our Board on February 25, 2024, each of which represents a contingent right to receive one share of Class A Common Stock, such RSUs will vest on April 11, 2024 and do not expire and (iii) 16,581,703 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. (6) Consists of (i) 2,026,015 Intuitive Machines OpCo Common Units and a corresponding number of shares of Class C Common Stock held of record by GM Enterprises, LLC, (ii) 1,393,824 Intuitive Machines OpCo Common Units and a corresponding number of shares of Class C Common Stock held of record by Intuitive Machines KG Parent, LLC, (iii) (A) 40,406,013 Intuitive Machines OpCo Common Units and a corresponding number of shares of Class C Common Stock, (B) 3,487,278 Conversion Shares, (C) an aggregate of 8,301,560 shares of Class A Common Stock issuable upon the exercise of the Conversion Warrants, assuming that the Conversion Warrants are each exercised in full to purchase shares of Class A Common Stock, and (D) 64,328 shares of Class A Common Stock, in each case, held of record by Ghaffarian Enterprises, LLC (“Ghaffarian Enterprises”) and (iv) 67,434 restricted stock units RSUs awarded to Dr. Kamal Ghaffarian on November 15, 2023, 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 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 (i) 1,867,675 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) and (ii) 135,870 shares of Class A Common Stock issuable upon exercise of Preferred Investor Warrants purchased by Ghaffarian Enterprises in connection with the Series A Investment which are currently exercisable (without giving effect to the 9.9% beneficial ownership blocker described in the form of Preferred Investor Warrant). 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. (7) Reflects (i) 86,000 RSUs awarded to Dr. Timothy 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 four equal annual installments beginning on April 11, 2024 and do not expire, (ii) 43,000 performance-based RSUs granted to Dr. Timothy Crain on February 7, 2024 and the achievement of which was certified by our Board on February 25, 2024, each of which represents a contingent right to receive one share of Class A Common Stock, such RSUs will vest on April 11, 2024 and do not expire, and (iii) 10,501,457 Intuitive Machines OpCo Common Units and a corresponding number of shares of Class C Common Stock. (8) Mr. Sallee may be deemed to beneficially own 111,249 Intuitive Machines OpCo Common Units and a corresponding number of shares of Class B Common Stock issuable upon the exercise of stock options that vest within 60 days of this prospectus. (9) 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. After the expiration of the Lock-Up Period (as defined the A&R Registration Rights Agreement), holders of Intuitive Machines OpCo Common Units will 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. (10) Consists of (i) 4,705,883 PIPE Shares and (ii) 18,823,532 shares of Class A Common Stock issued upon the exercise of the Armistice Warrants. The securities are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”) and may be deemed to be beneficially owned by: (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. The principal place of business of Armistice Capital and the Master Fund is 510 Madison Avenue, 7th Floor, New York, NY 10022.
Director Compensation
(11) Consists of (i) 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 three substantially equal annual installments beginning on June 14, 2024, and (ii) 250,000 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 four equal annual installments beginning on April 11, 2024 and do not expire and (iii) 33,750 performance-based RSUs granted to Peter McGrath on February 7, 2024 and the achievement of which was certified by our Board on February 25, 2024, each of which represents a contingent right to receive one share of Class A Common Stock, such RSUs will vest on April 11, 2024 and do not expire.
Director Compensation
| INTUITIVE MACHINES, INC | 2024 PROXY STATEMENT | 20 |
Director Compensation
Ownership of Common Stock
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, 2023 and 2022 .
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Stephen Altemus President and Chief Executive Officer | 2023 | 699,377 | — | — | 15,106 | 714,483 | | | 2022 | 490,954 | 150,000 | — | 10,675 | 651,629 | | Dr. Timothy Crain President and Chief Operating Officer | 2023 | 429,640 | — | — | 11,550 | 441,190 | | | 2022 | 359,805 | 100,000 | — | 10,675 | 470,480 | | Erik Sallee Chief Financial Officer | 2023 | 450,000 | — | 4,158,000 | 1,212 | 4,609,212 | | | 2022 | 366,923 | 100,000 | — | 1,212 | 468,135 | | Anna Jones(4) General Counsel and Secretary | 2023 | 225,000 | — | 378,000 | 5,262 | 608,262 |
Summary Compensation Table
(1) The Board determined to not approve any discretionary bonus payments with respect to 2023. (2) With respect to 2023, amounts reflect the grant-date fair value of restricted stock unit awards granted during the year ended December 31, 2023. (3) Amounts reflect the Company’s 401(k) plan matching contributions. (4) Ms. Jones’ employment with the Company commenced on March 27, 2023, and therefore the base salary amount set forth in the table above reflects the amount earned for the portion of 2023 in which she was employed by us. Ms. Jones had an annual base salary rate of $300,000 in 2023.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of shares of Class A Common Stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2023. Unless otherwise indicated, awards included in the following table were granted pursuant to the 2023 Plan.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 | — | — | — | — | — | — | — | | Timothy Crain | — | — | — | — | — | — | — | | Erik Sallee | 6/14/2021(2) | 111,249 | 55,624 | 1.80 | 6/14/2031 | — | — | | | 5/9/2023 | — | — | — | — | 550,000(3) | 1,402,500 | | Anna Jones | 5/9/2023 | — | — | — | — | 50,000(3) | 127,500 |
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 29, 2023, the last trading day of 2023, which was $2.55. (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. Sallee’s continued service. Mr. Sallee resigned as Chief Financial Officer of the Company effective January 26, 2024. In addition, if Mr. Sallee’s continuous service is terminated by us without “cause,” Mr. Sallee will vest in the portion of the option that would have otherwise vested on the next anniversary of June 14, 2021. (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, 2023.
Outstanding Equity Awards at Fiscal Year-End
| INTUITIVE MACHINES, INC | 2024 PROXY STATEMENT | 24 |
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 the 2025 Annual Meeting of Stockholders, we must receive your written nomination on or after February 6, 2025, but no later than March 8, 2025, provided, however, per our Bylaws, if the 2025 Annual Meeting is held prior to May 7, 2025 or after August 5, 2025 your written nomination must be received not later than the later of (i) the 90th day prior to the 2025 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. Under Rule 14a-19 of the Exchange Act, if you intend to engage in a director election contest with respect to 2025 Annual Meeting, you must give us notice of your intent to solicit proxies by providing the names of your nominees and certain other information at least 60 calendar days before the anniversary of the previous year’s annual meeting. This deadline is April 7, 2025. However, if the 2025 Annual Meeting has changed more than 30 calendar days from the one-year anniversary of the 2024 Annual Meeting, your notice must be received not later than the later of (i) the 60th day prior to the 2025 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
How do I recommend a director nominee?
| INTUITIVE MACHINES, INC | 2024 PROXY STATEMENT | 32 |
How do I recommend a director nominee?
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.