Nicole Seligman
About Nicole Seligman
Nicole Seligman (age 68) has served as an independent director of Intuitive Machines (LUNR) since June 2023, bringing extensive legal and corporate governance experience from senior roles at Sony and top-tier board service. She holds a B.A. and J.D., both magna cum laude, from Harvard, clerked for Justice Thurgood Marshall, and is currently Chair of the Nominating & Corporate Governance Committee at LUNR; she is independent under Nasdaq rules and attended at least 80% of Board/committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sony Entertainment, Inc. | President | 2014–2016 | Senior operating leadership at multinational entertainment unit |
| Sony Corporation of America | President | 2012–2016 | Oversight of U.S. corporate operations |
| Sony Corporation | EVP & Global General Counsel | 2005–2014 | Led global legal function |
| Sony Corporation of America | EVP & General Counsel | Joined 2001 | U.S. legal leadership |
| Williams & Connolly LLP | Partner, Litigation | Pre-2001 | High-profile litigation; counsel to President Clinton and Hillary Clinton |
| U.S. Supreme Court | Law Clerk to Justice Thurgood Marshall | 1984–1985 | Appellate experience at the highest court |
| U.S. Court of Appeals (D.C. Circuit) | Law Clerk to Judge Harry T. Edwards | 1983–1984 | Federal appellate clerkship |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MeiraGTx Holdings plc | Director (public company) | Current | Board service in biotech |
| Paramount Global (ViacomCBS, Inc.) | Former Director | Prior | Media industry board experience |
| WPP plc | Former Director | Prior | Global advertising/marketing board experience |
| Far Point Acquisition Corp. | Former Director | Prior | SPAC board experience |
| Far Peak Acquisition Corp. | Former Director | Prior | SPAC board experience |
| OpenAI | Director | Current | Technology governance |
| Schwarzman Animal Medical Center (NYC) | Co-Chair | Current | Non-profit leadership |
| The Doe Fund (NYC) | Chair | Current | Non-profit governance |
Board Governance
- Board classification: LUNR has a classified board (three classes with staggered three-year terms) .
- Independence: Seligman is independent per Nasdaq rules and LUNR’s Corporate Governance Guidelines .
- Committees and roles:
- Nominating & Corporate Governance Committee: Chair (members: Blitzer, Liquori, Seligman) .
- Conflicts Committee: Member (Chair: Liquori; members: Blitzer, Liquori, Masson, Seligman) .
- Not on Audit or Compensation Committees .
- Attendance: Board met 11 times; Audit (4), Compensation (5), Nominating (4), Conflicts (10); each director attended at least 80% of Board/committee meetings; independent directors held regular executive sessions; four of six directors attended 2024 annual meeting .
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Board annual retainer | 55,000 | Non-employee director cash retainer |
| Nominating & Corporate Governance Chair fee | 15,000 | Committee chair cash fee |
| Conflicts Committee member fee | 7,500 | Committee member cash fee |
| Total cash fees earned (2024) | 77,500 | As reported for Ms. Seligman |
- Meeting fees: Not disclosed; compensation structured via annual retainers and committee fees .
Performance Compensation
| Equity Award | Grant Date | Quantity/Status | Fair Value ($) | Vesting | CIC Treatment | Deferral Election |
|---|---|---|---|---|---|---|
| Annual RSU grant (director) | 2024 (grant around June 6, 2024) | RSUs outstanding: 44,544 | 200,000 | Vests in full at earlier of first anniversary of grant date or next annual meeting | Full vesting immediately prior to change-in-control | Elected to defer settlement until separation from Board |
Notes:
- Standard director equity grants under the 2023 Long Term Omnibus Incentive Plan; settled in Class A common stock; director awards vest time-based (no performance metrics) .
Other Directorships & Interlocks
| External Entity | Relationship to LUNR | Interlock/Conflict Note |
|---|---|---|
| MeiraGTx Holdings plc | No disclosed commercial relationship | No related-party transactions disclosed involving Seligman |
| OpenAI | No disclosed commercial relationship | No related-party transactions disclosed involving Seligman |
| Prior boards (Paramount Global, WPP, Far Point, Far Peak) | No disclosed LUNR ties | No related-party transactions disclosed involving Seligman |
- Related-party controls: LUNR maintains a Conflicts Committee (includes Seligman) to review/approve related person transactions per policy .
Expertise & Qualifications
- Senior corporate leadership and global legal experience (President of Sony Entertainment and Sony Corporation of America; EVP & Global General Counsel of Sony Corporation) .
- Elite legal credentials: Harvard College and Harvard Law School (magna cum laude); clerkships with Justice Thurgood Marshall and Judge Harry T. Edwards .
- Board governance leadership: Chair of LUNR’s Nominating & Corporate Governance Committee; extensive public company board service .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Class A) | 62,865 shares | Includes 44,544 RSUs; less than 1% of total voting power |
| RSUs outstanding (12/31/2024) | 44,544 | Standard director grant; time-based vesting |
| Hedging policy | Prohibited | Company prohibits hedging transactions in LUNR securities |
| Pledging policy | Prohibited absent pre-approval | Pledging requires Compliance Officer pre-approval; no pledging disclosed for Seligman |
- Shares outstanding at record date for context: Class A 117,138,248; Class C 61,301,804 .
Governance Assessment
- Strengths:
- Clear independence and leadership in governance as Chair of Nominating & Corporate Governance; strong attendance and engagement records support board effectiveness .
- Director equity deferral election indicates long-term alignment; hedging/pledging restrictions enhance investor alignment .
- Potential risks and mitigants:
- Classified board and non-independent chair (Dr. Ghaffarian) can reduce board responsiveness; mitigated partially by independent committee leadership and regular executive sessions .
- Company has multiple related-party transactions with entities affiliated with the Chairman; oversight routed through Conflicts Committee where Seligman serves (positive governance control but ongoing monitoring warranted) .
- Compensation structure:
- Director pay mix is balanced between cash retainers/committee fees and time-based RSUs; no performance-linked metrics for directors (typical for U.S. issuers) .
RED FLAGS to monitor
- Board classification and founder-led chair structure (entrenchment risk) .
- Continued related-party transactions with affiliates of the Chairman (ongoing conflicts oversight dependence) .