Anna Jones
About Anna Jones
Anna Chiara Jones, age 46, is General Counsel and Corporate Secretary of Intuitive Machines (LUNR) since April 2023, with broad experience advising boards and executives on securities, governance, finance, and transactions across energy, fintech, hospitality, and industrials; she holds a JD from Northwestern University School of Law and a bachelor’s in business administration . Tenure began March 27, 2023 under an at‑will offer letter signed February 6, 2023; her 2023 annual base salary rate was $300,000 and target annual bonus opportunity 30% of salary . Company‑level performance metrics disclosed for named executive officers (NEOs) in 2024 focused on Bookings, Revenue, Gross Profit Margin, Capital Needs, and Cash Reserves (financial sub‑weight 70%) and strategic objectives (30%), but Anna was not an NEO in 2024; her performance‑based 2024 RSUs were tied to designated operational goals (details not disclosed) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Paysafe Limited | VP Securities & Corporate Counsel | 2021–2023 | Led disclosure/compliance, governance, finance/treasury, transactions; public company SEC rigor |
| Marathon Oil Corporation | Assistant General Counsel & Corporate Secretary | Prior to 2021 | Corporate governance and public company securities work in energy sector |
| ConocoPhillips; Spectra Energy Corp; Hyatt Hotels | Legal positions | Prior to 2021 | Cross‑industry legal leadership across energy and hospitality |
| Latham & Watkins LLP | Corporate associate | 2006–2012 | Foundational capital markets/M&A experience at top law firm |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external public company directorships disclosed |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|---|
| 2023 | 225,000 | 30% | 0 | 5,262 | Salary reflects partial‑year from March 27, 2023; target bonus per offer letter; Board determined no 2023 bonuses |
| 2023 Annual Rate | 300,000 | 30% | — | — | Annual base salary rate specified in offer letter |
Performance Compensation
| Award Type | Grant Date | Metric | Target | Actual/Payout | Vesting | Grant Value/Size |
|---|---|---|---|---|---|---|
| RSU (time‑based) | 5/9/2023 | Service‑based | N/A | N/A | 25% on each of first four anniversaries of 4/11/2023 | 50,000 RSUs; grant‑date fair value included in 2023 stock awards ($378,000) |
| RSU (performance‑based) | 2/7/2024 | Company operational performance goals (not detailed) | Not disclosed | Vests upon goal certification and continued employment through 60 days after achievement | Single vest on achievement + 60 days | 27,000 RSUs |
| RSU (time‑based) | 2/7/2025 | Service‑based | N/A | N/A | Four equal annual installments beginning 2/7/2026 | Form 4 indicates new RSU grant (share count not shown in excerpt); standard four‑year vest |
Vesting schedule (time‑based RSUs from 5/9/2023):
| Vest Date | Shares | Status |
|---|---|---|
| 4/11/2024 | 12,500 | Vested per annual schedule |
| 4/11/2025 | 12,500 | Eligible vest |
| 4/11/2026 | 12,500 | Eligible vest |
| 4/11/2027 | 12,500 | Eligible vest |
NEO bonus framework (context, not necessarily for GC): 2024 plan weightings for NEOs were 70% financial (Bookings 25%; Revenue 25%; Gross Profit Margin 15%; Capital Needs 20%; Cash Reserve 15%) and 30% strategic; Company scored 154.4% on F&S, with 100% on individual component for NEOs; Anna was not an NEO in 2024 .
Equity Ownership & Alignment
- Beneficial ownership (12/31/2023): 50,000 unvested RSUs with market value $127,500 at $2.55/share; no options disclosed for Anna .
- Insider trading and selling pressure:
- Adopted Rule 10b5‑1 plan on December 13, 2024 (checkbox noted on Form 4) .
- Sold 23,974 shares on 4/14/2025 at ~$7.89, leaving 196,548 direct shares post‑transaction (per Form 4) .
- Sold 14,518 shares on 5/12/2025 at ~$10.00, leaving 182,030 direct shares post‑transaction (per Form 4) .
- Hedging/pledging policy: Company prohibits hedging; pledging/margin purchases are prohibited unless pre‑approved by the Compliance Officer (no pledging by Anna disclosed) .
Employment Terms
| Term | Detail |
|---|---|
| Employment start/tenure | Offer letter dated 2/6/2023; employment commenced 3/27/2023 |
| Contract nature | At‑will employment |
| Base salary (2023 rate) | $300,000; target bonus 30% of salary |
| Severance (without change of control) | For executive officers other than CEO: 0.75x base salary + target bonus; prorated target bonus year of termination; COBRA 3 months; outplacement 12 months; payout of vacation; equity: time‑based vests in full; performance‑based vests at 50% of target; vested options exercisable for 90 days |
| Severance (with change of control) | For NEOs and SVP Space Services: 1.5x base salary + target bonus; prorated target bonus; COBRA 18 months; outplacement 12 months; equity: time‑based vests in full; performance‑based vests at target; vested options exercisable for 90 days |
| Clawback | Company policy effective 10/2/2023 compliant with Nasdaq/Dodd‑Frank |
| Non‑compete / non‑solicit | Not specifically disclosed in proxy/8‑K for Anna; no garden leave noted (skip) |
Track Record, Value Creation, and Execution Risk
- Role in corporate governance and disclosure: As Corporate Secretary, Anna is named proxy signatory and proxy authority alongside CEO, reflecting trusted governance role in 2024–2025 proxy processes .
- Insider activity under a Rule 10b5‑1 plan suggests pre‑planned diversification rather than opportunistic trading; nevertheless, selling can add incremental float/pressure near vest dates .
- Company achievements (context): IM‑1 lunar lander success (Feb 22, 2024) and subsequent mission updates highlight operational milestones during her tenure, though performance attribution to an individual GC is indirect .
Compensation Structure Analysis
- Shift to equity‑heavy comp: Anna’s 2023 package included significant RSUs (50,000 time‑based; 27,000 performance‑based in 2024), aligning pay with shareholder outcomes and retention via multi‑year vesting .
- Performance linkage: 2024 performance RSUs tied to operational goals and post‑achievement vesting; lack of cash bonus in 2023 underscores emphasis on equity over guaranteed cash .
- No option repricing/gross‑ups: No tax gross‑ups and no option repricing indicated; limited perquisites policy .
Risk Indicators & Red Flags
- Insider sales: Multiple Form 4 sales in April–May 2025 under a 10b5‑1 plan; mitigates timing risk but indicates ongoing liquidity needs/portfolio management; monitor cumulative sales vs. grants to gauge net exposure trends .
- Pledging/hedging: Prohibited absent exemption; no pledging disclosed for Anna .
- Legal proceedings: No Anna‑specific proceedings disclosed; related‑party/committee oversight structures documented, including Conflicts Committee .
Equity Ownership Detail (as‑of dates)
| Date | Holding Type | Shares | Reference |
|---|---|---|---|
| 12/31/2023 | Unvested RSUs | 50,000 | |
| 4/14/2025 (after sale) | Direct shares (post‑txn) | 196,548 | |
| 5/12/2025 (after sale) | Direct shares (post‑txn) | 182,030 | |
| 2/7/2025 | New RSU grant; 4‑yr vest from 2/7/2026 | — |
Governance & Committee Context
- Compensation consultant: Exequity LLP engaged in 2023–2024 for benchmarking and plan design; Compensation Committee independence affirmed .
- Insider trading policy: Comprehensive policy with prohibition on hedging/pledging; directors/officers subject to 10b5‑1 compliance protocols .
Investment Implications
- Alignment: Multi‑year RSU structures and performance‑tied awards drive retention and align incentives; 2025 severance/change‑of‑control terms provide predictable outcomes, with full vesting of time‑based awards and target vesting of performance awards under CoC—important for deal scenarios .
- Selling pressure: Scheduled 10b5‑1 sales around vest dates suggest ongoing supply; monitor Form 4s for cadence and net position changes to gauge overhang risk .
- Retention risk: With severance at 0.75x salary+bonus (no CoC) and 1.5x under CoC, plus equity accelerations, near‑term retention risk appears contained; equity value volatility remains the key lever affecting realized comp and retention incentives for legal leadership .