Sector: Industrials
INTUITIVE MACHINES INC CLASS A · Meeting: June 4, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Two Class III Directors to Serve for a Term of Three Years
Altemus has served since February 2023 and LUNR's 3-year price return of +153.9% outpaces the XLI sector ETF by +75.2 percentage points, which does not meet the 65-percentage-point underperformance threshold required to trigger a AGAINST vote under the strong-positive TSR tier; attendance is above 85% and no other policy flags apply.
Ghaffarian has served as Chairman since February 2023 and LUNR's strong 3-year outperformance of the XLI sector ETF by +75.2 percentage points does not trigger the TSR underperformance threshold; his extensive aerospace and government contracting background is directly relevant, attendance is above 85%, and no other policy flags apply.
Both Class III nominees — CEO Stephen Altemus and Chairman Dr. Kamal Ghaffarian — clear all policy screens. LUNR's 3-year price return of +153.9% substantially outperforms the XLI sector ETF (the applicable fallback benchmark given no named peer group is disclosed) by +75.2 percentage points, which does not reach the 65-percentage-point trigger threshold applicable when absolute 3-year TSR is strongly positive. All directors met the 85% meeting attendance threshold, no overboarding concerns were identified, audit committee members are independent and financially qualified, and no familial relationships with senior management were found among the nominees.
CEO
Stephen Altemus
Total Comp
N/A
Prior Support
N/A
CEO Stephen Altemus received total compensation of approximately $5.07 million in 2025, consisting of a base salary of $732,507, a performance-based cash bonus of $306,856, a transaction bonus of $512,750, and stock awards with a reported value of $3.5 million; the stock awards represent roughly 69% of total pay, well above the 50-60% variable pay threshold the policy requires, demonstrating a compensation mix weighted toward long-term, performance-linked rewards. The annual bonus plan used measurable financial metrics (bookings, revenue, gross profit margin, and EBITDA) alongside strategic objectives, and the company maintains a Dodd-Frank-compliant clawback policy. LUNR's 3-year price return of +153.9% substantially outperforms the XLI sector ETF, meaning above-benchmark incentive pay — if any — is justified by shareholder returns, and no prior Say on Pay vote result requiring a response was identified in the filing.
Auditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
$1,317,040
Non-Audit Fees
$0
Grant Thornton charged $1,317,040 in audit fees and zero in non-audit fees for 2025, meaning the non-audit fee ratio is 0% — well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the filing so the tenure trigger cannot fire, and Grant Thornton is a large national firm appropriate for a company of LUNR's size and complexity. No material financial restatements were identified.
The 2026 Intuitive Machines annual meeting presents two standard management proposals — director elections and auditor ratification — with no Say on Pay proposal formally on the ballot (the filing does not include a separate advisory compensation vote proposal, though CEO pay data was provided for context) and no stockholder proposals. Both director nominees and the auditor ratification clear all applicable policy screens, and the company's strong stock performance over the past three years supports a constructive overall assessment of the ballot.
