Kamal Ghaffarian

About Kamal Ghaffarian

Dr. Kamal Ghaffarian is Chairman of Intuitive Machines’ Board since February 2023; age 66 as of the 2025 proxy, with 35+ years founding and leading technology and government services companies and prior technical/management roles at Lockheed Martin, Ford Aerospace, and Loral . He holds two B.S. degrees (Computer Science in Engineering; Electronics Engineering), an M.S. in Information Management, and Ph.Ds. in Management Information Systems and Technology; he is co-founder/chairman of IBX, Axiom Space, X-Energy, Quantum Space, and PTX . He is not classified as independent under Nasdaq rules; LUNR is a “controlled company” with founders holding >50% voting power and, in 2024, the proxy states Dr. Ghaffarian individually held >50% voting power; his 2025 beneficial ownership equals 38.0% of total voting power .

Past Roles

External Roles

Board Governance

• Structure: Classified board of six directors; Dr. Ghaffarian chairs; independent directors are Blitzer, Liquori, Masson, Seligman .
• Committee assignments and chairs:
  • Audit Committee: Masson (Chair); members Blitzer, Liquori .
  • Compensation Committee: Blitzer (Chair); member Masson .
  • Nominating & Corporate Governance: Seligman (Chair); members Blitzer, Liquori .
  • Conflicts Committee: Liquori (Chair); members Blitzer, Masson, Seligman .
• Independence: Dr. Ghaffarian is not independent; LUNR is a “controlled company” under Nasdaq rules .
• Attendance:
  • 2023: Board met 9 times; independent directors attended ≥75%; Chairman attended over 65% (red flag) .
  • 2024: Board met 11 times; each director attended ≥80%; committees met: Audit (4), Comp (5), NCG (4), Conflicts (10); independent directors met in executive session .

Fixed Compensation

Performance Compensation

No performance metrics are disclosed for director equity; equity awards are service-vested time-based RSUs rather than PSUs .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep aerospace/government services founding/operator background; multiple technology ventures at the intersection of contracting and innovation .
• Formal education includes B.S. degrees in Computer Science in Engineering and Electronics Engineering; M.S. in Information Management; Ph.Ds. in MIS and Technology .
• Board chair experience across multiple ventures (IBX, Axiom Space, X‑Energy, Quantum Space, PTX) .

Equity Ownership

Policies:

• Hedging prohibited; pledging prohibited unless specifically pre-approved by Compliance Officer .
• Related person transaction policy requires Conflicts Committee review/approval; directors may not participate in approvals where they are related .

Governance Assessment

• Strengths:

  • Robust committee structure with independent chairs across Audit, Compensation, and NCG; active Conflicts Committee overseeing related-party transactions and IBX/affiliate matters .
  • Clear related-party policy with Conflicts Committee review; public disclosure of affiliate transactions with amounts and normal-course terms .
  • 2024 attendance improved to ≥80% for each director; independent executive sessions held regularly .

• Concerns / Red Flags:

  • Controlled company status with founders holding >50% voting power; in 2024 proxy, Dr. Ghaffarian individually held >50% voting power—reduces minority shareholder influence and exempts certain Nasdaq governance requirements (e.g., majority independent board) .
  • Chairman not independent and sits above significant related-party transactions (IBX services; Axiom/X‑Energy engagements; credit support/financing via Ghaffarian Enterprises), necessitating rigorous Conflicts Committee oversight; ongoing interlocks with customers/suppliers (KBR/ASES) .
  • 2023 attendance for Chairman was “over 65%” of board meetings, below common governance expectations (improved in 2024 but historical shortfall is notable) .

• Compensation/Alignment signals:

  • Director pay mix is cash + time-based RSUs; Chairman’s RSU grant increased from $205k (2023) to $250k (2024), while cash retainer held at $105k; RSUs vest on short-term schedules and accelerate upon change-in-control—alignment via equity ownership exists but performance link for directors is absent .
  • Deferred settlement election for RSUs (including Chairman) enhances longer-term alignment optics .

Voting & Engagement Note

• 2025 annual meeting results: Class II directors Blitzer and Seligman re-elected; auditor ratified—indicates generally supportive shareholder stance toward board composition .

Appendix: Committee Overview (Reference)