Robert Masson
About Robert L. Masson
Robert L. Masson (age 56) is an independent director of Intuitive Machines (LUNR) since February 2023. He is a seasoned finance executive with 20+ years across aerospace, defense, and industrial sectors, and he currently chairs the Audit Committee; he also serves on the Compensation and Conflicts Committees. Masson holds a B.S. in Economics from the U.S. Naval Academy and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Noble Supply and Logistics, LLC | Chief Financial Officer | 2023 – Feb 2025 | Senior finance leadership in defense supply chain |
| Latham Group, Inc. | Chief Financial Officer | Not disclosed | Enterprise-wide financial management |
| Hypertherm, Inc. | EVP & Chief Financial Officer | Not disclosed | Oversaw global finance, IT, and legal operations |
| Flowserve | Vice President of Finance | 2016 – 2018 | Led operational finance and FP&A |
| Raytheon Technologies | Finance leadership roles | 2003 – 2016 | CFO roles for several business units |
| U.S. Navy | Lieutenant, Naval Aviator | 1992 – 2001 | Operational leadership; early career foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tech‑Etch, Inc. | Director | Not disclosed | Chair of the Audit Committee |
Board Governance
- Independence: The Board determined Masson is independent under Nasdaq rules; he is among four independent directors (Blitzer, Liquori, Masson, Seligman) .
- Committees:
- Audit Committee: Chair; members Liquori, Blitzer, Masson. All members financially literate; Blitzer designated “audit committee financial expert” .
- Compensation Committee: Member; chaired by Blitzer .
- Conflicts Committee: Member; chaired by Liquori .
- Attendance and engagement: The Board met 11 times in 2024; Audit met 4; Compensation 5; Conflicts 10. Each director attended at least 80% of Board and committee meetings; independent directors met regularly in executive session .
- Governance process: Annual board evaluations overseen by Nominating & Corporate Governance Committee; robust independence criteria and risk oversight allocations across committees .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Board Annual Cash Retainer | $55,000 | Non‑employee director retainer |
| Audit Committee Chair Fee | $20,000 | Chair fee level applies; Masson is chair |
| Compensation Committee Member Fee | $7,500 | Member fee |
| Conflicts Committee Member Fee | $7,500 | Member fee |
| Total Fees Earned (2024) | $90,000 | As reported in director comp table |
Performance Compensation
- Directors do not receive performance‑based bonuses or options; equity compensation is annual RSU grants valued at $200,000 (grant‑date fair value) for non‑employee directors in 2024, vesting in full on the earlier of first anniversary or next annual meeting; accelerates on change of control. RSUs settle in Class A common stock under the 2023 Long Term Omnibus Incentive Plan .
| Equity Award Feature | 2024 Details |
|---|---|
| RSU Grant Value | $200,000 grant‑date fair value |
| Vesting | Full vest on earlier of first anniversary or next annual meeting; accelerates on change in control |
| Plan | 2023 Long Term Omnibus Incentive Plan |
Other Directorships & Interlocks
- Public company boards: None disclosed for Masson; the proxy biography lists Tech‑Etch (audit chair) and prior finance leadership roles, but no other public company directorships .
- Committee interlocks: Compensation Committee disclosure indicates no interlocks or insider participation for 2024 .
Expertise & Qualifications
- Financial leadership: CFO roles across multiple companies; extensive operational and corporate finance experience .
- Audit oversight: Chairs LUNR’s Audit Committee; all Audit members financially literate, with an “audit committee financial expert” designated on the committee .
- Sector experience: Aerospace/defense and industrials, aligning with Intuitive Machines’ business .
- Education: B.S. Economics (U.S. Naval Academy); MBA (Harvard Business School) .
Equity Ownership
| Metric | Amount | As of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 62,865 | April 8, 2025 | Listed in beneficial ownership table |
| RSUs outstanding | 44,544 | Dec 31, 2024 | Annual director grant; vests at next meeting/1‑year |
| Deferred settlement election | Elected deferral of 2024 RSUs until separation | 2024 | Under Director Deferred Compensation Plan |
| Hedging policy | Prohibited | Policy | Insider Trading Compliance Policy |
| Pledging policy | Prohibited unless pre‑approved | Policy | Insider Trading Policy |
Alignment signals: Deferral of RSU settlement until separation extends equity exposure and aligns incentives over longer horizons . Hedging is prohibited; pledging restricted, reducing misalignment risk .
Governance Assessment
-
Strengths
- Independence and multi‑committee service: Independent director; Audit Chair; member of Compensation and Conflicts Committees—positioned to influence financial reporting integrity, pay practices, and conflict oversight .
- Attendance/engagement: At least 80% attendance; independent directors hold executive sessions, supporting robust oversight .
- Pay structure: Balanced cash/equity mix with standardized fees; RSUs vest on regular cadence and accelerate only on change of control—no performance bonus or options that could incentivize undue risk for directors .
- Ownership alignment: RSUs outstanding and deferral election indicate longer‑term alignment; hedging banned and pledging restricted .
-
Watch items
- Related‑party environment: Company discloses multiple related‑party dealings tied to other directors/affiliates (e.g., Ghaffarian‑affiliated entities, Kingstown fees) overseen by the Conflicts Committee. Masson’s presence on the Conflicts Committee is positive, but ongoing monitoring of recusals and committee process quality is warranted .
- Ownership size: Beneficial ownership appears modest relative to total shares outstanding (typical for outside directors), though RSU deferral partially mitigates alignment concerns .
-
Potential conflicts or related‑party exposure
- No related person transactions disclosed involving Masson individually; conflicts oversight is centralized in the Conflicts Committee where Masson serves .
Director Compensation (Summary)
| Component | 2024 Cash | 2024 Equity (Grant‑Date FV) | Total |
|---|---|---|---|
| Robert L. Masson | $90,000 | $200,000 | $290,000 |
Compensation Committee Analysis
- Composition: Independent directors Robert Masson and Michael Blitzer; Blitzer serves as Chair .
- Consultant: Exequity LLP engaged for 2024; Compensation Committee assessed independence and found no conflicts of interest .
Board Governance Metrics
| Metric | 2024 |
|---|---|
| Board meetings held | 11 |
| Audit Committee meetings | 4 |
| Compensation Committee meetings | 5 |
| Conflicts Committee meetings | 10 |
| Director attendance threshold | ≥80% for all directors |
| Annual meeting attendance (2024) | 4 of 6 directors present |
Overall investor confidence view: Masson’s audit leadership, independent status, and strong finance background bolster board effectiveness. The company’s active Conflicts Committee and explicit policies on hedging/pledging are positives; continued scrutiny of related‑party transactions involving other directors is advisable, with attention to process rigor and recusals .