Stephen Altemus
About Stephen Altemus
Stephen Altemus is co‑founder, Chief Executive Officer, President, and a Class III director of Intuitive Machines, Inc. (LUNR). He has served as CEO of Intuitive Machines, LLC since 2012 and became CEO/Director of the public company at the February 2023 business combination; age 61; B.S. Aeronautical Engineering (Embry‑Riddle) and M.S. Engineering Management (UCF) . Under his tenure, Intuitive Machines achieved $228.0M revenue in 2024 (nearly 3x 2023), a record $328.3M year‑end backlog, and reported 2024 Adjusted EBITDA of -$41.7M; Q4 2024 revenue was $54.7M, and the company highlighted two lunar landings (IM‑1 in 2024; IM‑2 in March 2025) and positive gross margin for the year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NASA Johnson Space Center (JSC) | Deputy Director | Dec 2012 – Jun 2013 | Senior leadership for human spaceflight center operations . |
| NASA JSC | Director of Engineering | Jul 2006 – Dec 2012 | Led/stewarded JSC engineering for human spaceflight programs and technology . |
| NASA Kennedy Space Center / Space Shuttle Program | Various roles in operations, launch, landing; Columbia Reconstruction Director | 1989 – 2005 | Operational leadership; led Columbia Reconstruction after 2003 loss . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Embry‑Riddle Aeronautical University | Engineering Advisory Board Member | Not disclosed | Academic/industry linkage in aerospace engineering education . |
Fixed Compensation
Multi‑year CEO pay (USD):
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary | $699,377 | $728,733 |
| Bonus (discretionary/other cash) | $0 | $164,813 |
| Non‑Equity Incentive Plan | $0 | $758,713 |
| Stock Awards (grant‑date fair value) | $0 | $3,307,500 |
| All Other Compensation | $15,106 | $13,800 |
| Total | $714,483 | $4,973,559 |
Notes:
- 2024 annual base salary rates set at $732,500; 2024 target cash bonus for CEO set at $549,000 under the annual incentive plan .
Performance Compensation
2024 Annual Incentive Plan design and outcome:
| Component | Metric/Definition | Weight | Target | Actual/Payout |
|---|---|---|---|---|
| Financial & Strategic (F&S) – Financial portion | Bookings (signed contract value) | 25% | Not disclosed | Included in F&S score of 154.4% of target . |
| Financial & Strategic (F&S) – Financial portion | Revenue (GAAP, ASC 606) | 25% | Not disclosed | Included in F&S score of 154.4% of target . |
| Financial & Strategic (F&S) – Financial portion | Gross Profit Margin | 15% | Not disclosed | Included in F&S score of 154.4% of target . |
| Financial & Strategic (F&S) – Financial portion | Capital Needs | 20% | Not disclosed | Included in F&S score of 154.4% of target . |
| Financial & Strategic (F&S) – Financial portion | Cash Reserve | 15% | Not disclosed | Included in F&S score of 154.4% of target . |
| F&S – Strategic portion | Five strategic growth objectives | 30% of F&S | Not disclosed | 200% (strategic sub‑score) . |
| Individual Performance | CEO individual goals | 30% of total | Not disclosed | 100% (individual portion) . |
| CEO Target Bonus | Dollar amount | — | $549,000 | Non‑equity incentive paid: $758,713; additional cash bonus: $164,813 . |
Equity incentive grants and vesting (CEO):
| Grant Date | Award Type | Shares | Vesting Schedule | Notes |
|---|---|---|---|---|
| Feb 7, 2024 | Time‑based RSUs | 700,000 | 25% on each of the first four anniversaries of Apr 11, 2024 | Outstanding 700,000 as of 12/31/24; grant‑date FV included in 2024 stock awards . |
| Feb 7, 2024 | Performance‑based RSUs (2023 performance) | 105,000 | Vested upon achievement; vest on Apr 11, 2024 (achievement certified Feb 25, 2024) | Counted in 2024 stock awards . |
| Feb 7, 2024 | Special transaction RSUs | 140,000 | First vest Apr 11, 2024; then on each of the first three anniversaries | Remaining unvested balance reflected in beneficial ownership footnote . |
| Feb 7, 2025 | Time‑based RSUs | 190,218 | 4 equal annual installments beginning Feb 7, 2026 | Granted in 2025; included in beneficial ownership . |
Outstanding as of 12/31/2024 (CEO):
- RSUs not vested: 700,000 (time‑based, 2024 grant) .
- Performance RSUs not vested as of 12/31/2024: 105,000 shown as outstanding at year‑end, with vest terms per plan (achievement certified; vest Apr 11, 2024) .
Equity Ownership & Alignment
Beneficial ownership as of April 8, 2025:
| Holder | Class A Common | Class C Common | Total A+B+C | Voting Power % |
|---|---|---|---|---|
| Stephen Altemus | 1,026,402 | 15,342,213 | 16,368,615 | 15.6% |
Breakdown (CEO footnote):
- Class A detail: includes 241,184 shares and RSUs of 70,000 (Feb 7, 2024; two remaining equal annual installments beginning Apr 11, 2026), 525,000 (Feb 7, 2024; three remaining equal annual installments beginning Feb 7, 2026), and 190,218 (Feb 7, 2025; four equal annual installments beginning Feb 7, 2026) .
- Class C detail: 15,342,213 Class C shares paired with equal OpCo units held via revocable trust; exchangeable one‑for‑one into Class A (with cancellation of C) per A&R Operating Agreement .
Alignment policies:
- Hedging is prohibited by policy .
- Pledging/margin purchases are prohibited unless specifically pre‑approved by the Compliance Officer; otherwise prohibited .
- Insider trading policy includes blackout periods and pre‑clearance; Rule 10b5‑1 plan parameters defined .
Director compensation:
- As CEO and director, Mr. Altemus receives no additional compensation for board service .
Employment Terms
Severance and Change‑in‑Control (CoC) agreements (entered March 21, 2025; summarized):
| Scenario | Cash Multiple (Salary + Target Bonus) | Pro‑Rata Bonus | COBRA | Equity Acceleration | Other |
|---|---|---|---|---|---|
| Termination without cause / Good Reason outside CoC (CEO) | 1.5x | Yes | 3 months | Time‑based: full; Performance‑based: 50% of target; Options: 90‑day post‑term exercise | Outplacement 12 months; vacation payout . |
| Qualifying termination within 24 months after CoC (CEO) | 2.0x | Yes | 24 months | Time‑based: full; Performance‑based: at target; Options: 90‑day post‑term exercise | Double‑trigger (termination + CoC) . |
Protective covenants (CEO):
- Confidentiality; non‑solicitation of customers/employees for 24 months post‑termination (CEO) .
Clawback:
- Company policy effective October 2, 2023, compliant with Nasdaq listing rules .
Board Governance
- Board Chair: Dr. Kamal Ghaffarian; Mr. Altemus is CEO, President and Class III Director (not independent) .
- Committees: Audit, Compensation, Nominating & Corporate Governance, and Conflicts are composed of independent directors; CEO is not on committees .
- 2024 meetings: Board met 11x; each director attended at least 80% of Board/committee meetings; independent directors met in executive session regularly .
- Controlled company (2024 context): Founders collectively, and Dr. Ghaffarian individually, held >50% voting power, qualifying for Nasdaq “controlled company” exemptions (disclosed in 2024 proxy) .
Director compensation (context for board):
- Non‑employee director cash retainers and RSU program; CEO receives no director pay .
Annual meeting and votes:
- 2025 AGM (June 5, 2025): Directors Blitzer and Seligman re‑elected; auditor ratified .
- No say‑on‑pay proposal disclosed on 2025 ballot .
Related Party Transactions (governance watchpoints)
- Employment of Joe Altemus (son of CEO) as Mechanical Systems Engineer; compensation set by market/internal equity .
- Related relationships primarily involve entities affiliated with Chairman Dr. Ghaffarian (e.g., Axiom Space, X‑Energy, IBX, ASES/KBR) vetted via Conflicts Committee procedures .
Company Performance Snapshot (for incentive context)
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($M) | $79.6M | $228.0M |
| Adjusted EBITDA ($M) | -$54.5M | -$41.7M |
| Year‑end Backlog ($M) | $268.6M | $328.3M |
| Q4 Revenue ($M) | $30.6M | $54.7M |
Strategic milestones:
- IM‑1: first U.S. soft lunar landing since 1972 (Feb 2024); IM‑2 landing at ~5° from lunar south pole (Mar 2025) .
- Positive gross margin achieved for FY 2024; strong cash balance exiting warrant redemption .
Compensation Structure Analysis
- 2024 pay mix shifted materially toward equity via large time‑based RSU grants (700k) and special awards (105k performance RSUs; 140k transaction RSUs), signaling a retention/long‑term focus amidst pivotal program milestones .
- Annual incentive metrics emphasized bookings and revenue (combined 50% of F‑portion), with capital needs and liquidity metrics (35% of F‑portion) fostering cash discipline; the F&S score of 154.4% and 100% individual rating produced a sizeable payout, consistent with outperformance on strategic objectives .
Vesting Schedules and Potential Insider Selling Pressure
- Upcoming scheduled vesting across 2024/2025 grants: remaining tranches on Apr 11 anniversaries through 2027 for the 140k award, and four‑year schedules beginning Apr 11, 2024 (700k grant) and Feb 7, 2026 (190,218 grant) may create periodic liquidity events; hedging is barred and pledging requires pre‑approval, reducing forced‑sale risk .
Expertise & Qualifications
- Technical leader in human spaceflight; former NASA JSC Deputy Director and Director of Engineering; extensive operations background in Space Shuttle program, including Columbia reconstruction leadership; industry academic engagement (Embry‑Riddle) .
Employment Terms (Additional Details)
- Agreements require a separation agreement/release to receive severance; standard 280G cutback/best‑net provisions included; arbitration clause; at‑will employment; confidentiality and document return obligations .
Investment Implications
- Alignment: Significant founder ownership with 15.6% voting power and large unvested RSU overhang suggests strong alignment but also scheduled vesting‑related supply events; hedging/pledging restrictions mitigate adverse signaling from derivative/pledged sales .
- Incentive design: 2024 plan weighted to bookings/revenue and liquidity metrics, with above‑target F&S results (154.4%) and strong strategic execution; equity front‑loaded in 2024 supports retention through key mission timelines .
- Protection packages: Double‑trigger CoC with 2.0x cash multiple and full equity acceleration at target (performance) provides security but may raise takeover costs; outside CoC, 1.5x + partial equity acceleration (50% for performance) balances retention with shareholder interests .
- Governance: CEO is not Board Chair and serves on no committees; committees are independent; however, the controlled‑company profile (2024) and related‑party ecosystem require continued Conflicts Committee rigor and disclosure vigilance .
Citations
- Corporate governance, board composition, director independence, meetings, and committee charters: .
- CEO biography, education, prior roles: .
- Director compensation policy (CEO receives none): .
- Beneficial ownership and RSU detail: .
- Hedging/pledging and insider trading policy: .
- Clawback policy: .
- Executive compensation (Summary Compensation Table) and salaries: .
- Annual incentive plan metrics, target bonuses, and payouts: .
- Equity awards and vesting (RSUs): .
- Severance and change‑in‑control terms (CEO): and detailed exhibits –.
- Non‑solicitation, confidentiality and other employment terms: .
- Company performance (revenue, backlog, Adjusted EBITDA): .
- Strategic milestones (IM‑1/IM‑2): .
- 2025 AGM vote results: .
- Related party transactions: .