Michael Blitzer
About Michael Blitzer
Michael Blitzer (age 47) is an independent director of Intuitive Machines (Intuitive Machines, Inc.) and has served on the Board since February 2023; he is designated by the Board as an “audit committee financial expert.” He brings a finance and special situations investing background, having founded Kingstown Capital (multi‑billion AUM) and previously worked at J.P. Morgan Securities; he holds a B.S. in Industrial & Labor Relations from Cornell University and an MBA from Columbia Business School, where he also taught Security Analysis as an adjunct professor (2008–2013). He currently serves as Chair of the Compensation Committee and as a member of the Audit, Nominating & Corporate Governance, and Conflicts Committees; the Board has determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kingstown Capital | Founder; oversaw investing across technology, aerospace, and industrial/manufacturing | Founded 2006 | Built multi‑billion AUM platform; financial expertise cited for Board qualification |
| J.P. Morgan Securities | Investment banking (private capital raises) | Began 1999 | Global private debt/equity capital raises experience |
| Inflection Point Acquisition Corp. (IPAX) | Co‑Chief Executive Officer and Director | Jan 2021–Feb 2023 (through Business Combination) | SPAC that merged with Intuitive Machines; public company leadership |
| Columbia Business School | Adjunct Professor (Security Analysis & Investing) | 2008–2013 | Academic/teaching credentials in fundamental investing |
External Roles
| Organization | Role | Notes |
|---|---|---|
| USA Rare Earth (NASDAQ: USAR) | Chairman of the Board | IPAX II announced acquisition of USA Rare Earth in 2024; Blitzer serves as Chairman |
| Inflection Point Acquisition Corp. III | Chief Executive Officer | Ongoing SPAC leadership role |
| Greens Farms Academy (Westport, CT) | Trustee; Treasurer; Chair, Investment Committee | Non‑profit governance and investment oversight |
Board Governance
- Independence and leadership: The Board determined Blitzer is independent under Nasdaq rules; independent directors met regularly in executive session. The Board completed annual evaluations; governance guidelines and charters are posted.
- Committee assignments and chair roles:
- Compensation Committee: Chair (members: Blitzer, Masson)
- Audit Committee: Member (Chair: Masson; members: Masson, Blitzer, Liquori); Blitzer is designated an “audit committee financial expert.”
- Nominating & Corporate Governance Committee: Member (Chair: Seligman; members: Seligman, Blitzer, Liquori)
- Conflicts Committee: Member (Chair: Liquori; members: Liquori, Blitzer, Masson, Seligman)
- Attendance and engagement: Board met 11 times in 2024; Audit (4), Compensation (5), Nominating & Governance (4), Conflicts (10); each director attended at least 80% of Board/committee meetings. Four of six directors attended the 2024 Annual Meeting.
Committee Memberships (Current)
| Committee | Role |
|---|---|
| Compensation | Chair |
| Audit | Member; Audit Committee Financial Expert |
| Nominating & Corporate Governance | Member |
| Conflicts | Member |
Fixed Compensation (Director)
| Component | Amount | Details |
|---|---|---|
| Annual Board retainer (cash) | $55,000 | Standard non‑employee director retainer |
| Committee fees (cash) | $40,000 | Comp Chair $15,000; Audit member $10,000; N&CG member $7,500; Conflicts member $7,500 |
| Total cash earned (2024) | $95,000 | Reported fees earned or paid in cash for 2024 |
| Equity award (RSUs, 2024) | $200,000 | Time‑based RSUs; annual non‑employee director grant value |
| Total (2024) | $295,000 | Cash + Stock award values reported |
| Vesting | Time‑based | RSUs vest in full on the earlier of first anniversary of grant date and the next annual meeting following the grant date |
| Deferred settlement | Elected | Blitzer elected to defer settlement of 2024 RSUs under Director Deferred Compensation Plan |
Performance Compensation (Director)
| Element | Structure | Metrics |
|---|---|---|
| Annual equity grant (RSUs) | Time‑based RSUs; $200,000 grant value for 2024 (non‑chair); vests on time schedule (no performance conditions) | No director performance metrics disclosed for director equity awards |
Note: Director compensation is retainer plus committee fees and time‑based equity; there are no performance metrics applied to director pay.
Other Directorships & Interlocks
- Public/directorships: Chairman, USA Rare Earth (NASDAQ: USAR); CEO, Inflection Point Acquisition Corp. III.
- Prior interlock context: Co‑CEO/Director of IPAX (the SPAC that combined with Intuitive Machines) until the Business Combination.
- Compensation Committee interlocks: Company disclosed no Compensation Committee interlocks/insider participation in 2024.
Expertise & Qualifications
- Financial and capital markets expertise; designated Audit Committee Financial Expert; extensive public company/SPAC leadership; deep investing background across technology, aerospace and industrials.
- Education: B.S. (Cornell ILR) and MBA (Columbia Business School).
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Class A shares beneficially owned | 1,671,785 | 1.4% of Class A outstanding as of April 8, 2025 |
| Voting power | <1% | Per beneficial ownership table (aggregate voting power column shows less than 1%) |
| RSUs outstanding at FY2024 end | 44,544 | Outstanding RSUs as of Dec 31, 2024 |
| Deferred RSUs | Elected deferral | Deferred settlement of 2024 director RSUs |
| Hedging policy | Prohibited | Hedging transactions prohibited under Insider Trading Policy |
| Pledging policy | Prohibited (unless pre‑approved) | Pledging/margining prohibited absent Compliance Officer pre‑approval; no pledges disclosed for Blitzer |
Insider Transactions and Related-Party Exposure
| Date | Transaction | Size/Terms | Notes |
|---|---|---|---|
| Feb 4, 2025 (Warrant Redemption process) | Warrant exercise and subsequent issuer share purchase | Blitzer exercised 1,800,000 warrants; Company purchased 941,080 Class A shares for an aggregate $20.7 million, equal to the warrant exercise price paid by Blitzer | Occurred in connection with the redemption of public warrants |
| Nov 22, 2024 – Mar 31, 2025 | Delaware Chancery litigation (Starlight Strategies IV LLC); Kingstown intervention | Company agreed to pay Kingstown’s legal fees; $551,000 paid as of Mar 31, 2025; Blitzer is a managing member of some Kingstown entities | Related‑party optics; Conflicts reviewed per policy framework (see below) |
- Related person transaction governance: The Conflicts Committee reviews/approves related person transactions; no director may participate in approval of a related person transaction in which they are a related person.
- Independence reassessment with business ties: The Board, with the Conflicts Committee’s help, considered that some directors are directors/stockholders of companies with which the Company conducts business and concluded such interests did not impair independence.
Governance Controls (Company-Level)
- Clawback: Policy for recovery of erroneously awarded compensation effective Oct 2, 2023 (Nasdaq‑compliant).
- Hedging/Pledging: Hedging prohibited; pledging/margining prohibited absent pre‑approval.
- Executive sessions: Independent directors met regularly in executive session.
Governance Assessment
-
Positives
- Independent director with deep financial expertise; designated Audit Committee Financial Expert; chairs the Compensation Committee and serves on Audit, N&CG, and Conflicts—indicating high engagement and governance influence.
- Strong attendance culture and active committee cadence (Board met 11x; committees 4–10x); each director attended ≥80% of meetings; independent directors met in executive session.
- Director pay structure is balanced (modest cash retainer plus time‑based RSUs); 2024 total of $295,000 with $95,000 cash and $200,000 equity; deferral election aligns with long‑term orientation.
-
Watch items and potential conflicts
- Company payment of $551,000 in legal fees for Kingstown’s intervention while Blitzer is a managing member of some Kingstown entities—appearance of related‑party exposure; oversight relies on Conflicts Committee process.
- February 2025 warrant exercise followed by issuer repurchase of 941,080 shares for $20.7 million equal to exercise price—mechanically tied to warrant redemption, but creates optics around insider liquidity and capital allocation; important to understand Board/Conflicts oversight.
- Multiple external leadership roles (USAR Chairman; SPAC CEO) demand significant time; Board affirms independence, but investors may monitor potential overboarding concerns as responsibilities evolve.
Director Compensation Detail (2024)
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $95,000 |
| Stock Awards ($) | $200,000 |
| Total ($) | $295,000 |
| RSUs Outstanding at 12/31/2024 (#) | 44,544 |
| Equity Vesting Terms | Vest in full on earlier of first anniversary of grant date and next annual meeting following grant date |
| Deferred Settlement Election (2024 grant) | Elected under Director Deferred Compensation Plan |
Committee Structure Reference
| Committee | 2024 Meetings | Members |
|---|---|---|
| Audit | 4 | Masson (Chair), Blitzer, Liquori |
| Compensation | 5 | Blitzer (Chair), Masson |
| Nominating & Corporate Governance | 4 | Seligman (Chair), Blitzer, Liquori |
| Conflicts | 10 | Liquori (Chair), Blitzer, Masson, Seligman |
Policies on Related Parties and Trading
- Related Person Transactions Policy: Finance identifies potential related‑party transactions; Conflicts Committee must approve/ratify; chair can provide interim approval subject to ratification; no director can participate in approval where they are a related person.
- Insider Trading Policy: Prohibits hedging; pledging/margining generally prohibited absent pre‑approval by Compliance Officer.
Overall, Blitzer’s role concentration (Compensation Chair; Audit member and financial expert; Conflicts member) and attendance culture support Board effectiveness, but investors should monitor related‑party optics tied to Kingstown legal fee payments and the 2025 warrant exercise/issuer purchase for any recurrence or governance process transparency.