Timothy Crain
Senior Vice President, Chief Growth Officer and Chief Technology Officer at Intuitive Machines
Executive
About Timothy Crain
Dr. Timothy Crain, age 52, is Intuitive Machines’ Senior Vice President, Chief Growth Officer, and Chief Technology Officer (CTO). He co‑founded the company in 2013 and has served as CTO since 2021, adding the Chief Growth Officer role in February 2024 . He holds a Ph.D. in aerospace engineering from the University of Texas at Austin and previously led critical guidance, navigation, and control roles at NASA’s Johnson Space Center (JSC) across Orion and Project Morpheus, following earlier work on Mars Science Lander navigation . During his tenure, Intuitive Machines achieved major milestones including Nova‑C’s February 2024 lunar landing, the IM‑2 mission in March 2025, and key NASA awards in near‑space communications and lunar terrain vehicle development—context for performance‑linked incentives and value creation at the enterprise level .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NASA Johnson Space Center (JSC) | Lead Engineer, Aeroscience & Flight Mechanics Division | 2000–2013 | Navigation design for Mars Science Lander; Orion Orbit Guidance, Navigation & Control System Manager; Flight Dynamics Lead for Project Morpheus |
| Intuitive Machines, LLC | VP, Research & Development (co‑founder) | 2013–2021 | Built R&D and platform tech underpinning lunar delivery and autonomy services |
| Intuitive Machines, Inc. | Chief Technology Officer | 2021–Feb 2024 | Led tech strategy across delivery, data and infrastructure pillars |
| Intuitive Machines, Inc. | Chief Growth Officer & CTO | Feb 2024–present | Owns growth agenda and technology roadmap; named NEO for compensation purposes |
External Roles
| Organization | Role | Years |
|---|---|---|
| Penumbra, LLC | Board Member | Not disclosed |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $429,640 | $447,674 |
| Annual Base Salary (set for year) | — | $450,000 |
| Non‑Equity Incentive Plan Compensation | — | $310,736 |
| Discretionary Cash Bonus | — | $67,500 |
| Stock Awards (grant‑date fair value) | — | $1,326,500 |
| All Other Compensation (401(k) match) | $11,550 | $13,800 |
| Total Compensation | $441,190 | $2,166,210 |
Notes:
- 2024 annual base salaries set by the board: CEO $732,500; Crain $450,000; CFO $450,000 .
- 2024 target bonus values: Crain $225,000 .
Performance Compensation
2024 Annual Incentive Plan structure and outcomes (Crain eligible as NEO):
- Weighting: 70% Financial & Strategic (F&S), 30% Individual .
- Financial sub‑metrics (70% of F&S weight): Bookings 25%, Revenue 25%, Gross Profit Margin 15%, Capital Needs 20%, Cash Reserve 15% .
- Strategic portion (30% of F&S): 5 strategic growth objectives .
- Outcome: Financial portion scored 134.9% of target; Strategic portion 200%; total F&S score 154.4% of target; Individual payout 100% .
- Additional cash bonuses approved: Crain $67,500 (CEO $164,813; CFO $59,296) reflecting performance .
| Component | Metric | Weighting | Target | Actual | Payout Basis | Vesting/Payment |
|---|---|---|---|---|---|---|
| F&S Performance | Composite of Bookings/Revenue/GPM/Capital Needs/Cash Reserve | 70% | Not disclosed | Financial 134.9%; Strategic 200% | F&S score 154.4% of target | Cash bonus per plan |
| Individual Performance | Individual KPIs | 30% | Not disclosed | 100% | Plan‑determined | Cash bonus per plan |
| Special RSU (Ops performance) | Operational goal achievement | — | Designated internal goals | Not disclosed | Vests upon achievement and continued employment through 60 days post‑achievement | RSUs granted 2/7/2024 |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Total Beneficial Ownership | 405,491 Class A shares; 9,463,559 Class C shares; total voting power 9.6% |
| Class A Breakdown | 107,056 Class A shares plus RSUs granted 2/7/2024 (43,000; 187,500), and RSUs granted 2/7/2025 (67,935) included in beneficial ownership |
| Class C Mechanics | Each OpCo Common Unit paired with one Class C share; exchangeable 1:1 into Class A with cancellation of paired Class C per A&R Operating Agreement and corporate docs |
| Options | None held (no options awarded to Altemus or Crain in 2023–2024) |
| Hedging/Pledging | Company policy prohibits hedging and pledging/margin accounts unless pre‑approved; blackout periods and preclearance apply |
| Ownership Guidelines | Not disclosed for executives in the proxy |
Outstanding Equity Awards (as of 12/31/2024)
| Grant Date | Award Type | Unvested RSUs (#) | Vesting Schedule | Market Value at 12/31/2024 |
|---|---|---|---|---|
| 2/7/2024 | Time‑based RSUs | 250,000 | 25% on each of first four anniversaries of April 11, 2024, subject to continued employment | $4,540,000 (at $18.16/sh) |
| 2/7/2024 | Special RSUs (transaction bonus) | 64,500 | 25% on April 11, 2024 then next three anniversaries; continued employment | $1,171,320 (at $18.16/sh) |
Additional grants:
- One‑time operational performance RSUs: 43,000 (vest based on achieving designated operational goals, requires continued employment through 60 days after achievement) .
- Time‑based RSUs: 250,000 (approved 2/7/2024; vest in four equal annual installments beginning on first anniversary per award footnotes) .
- Transaction RSUs: 86,000 (first vest on 4/11/2024; then next three anniversaries) .
Employment Terms
Severance and Change‑in‑Control (CIC) economics (executive agreements; Crain is an NEO):
- Term: 2 years, auto‑renew 1‑year periods unless cancelled; CIC extends protection for 24 months post‑consummation .
- Severance (no CIC; involuntary termination without cause or Good Reason): 0.75x base salary + target bonus; pro‑rated target bonus for year of termination; 3 months COBRA; 12 months outplacement; vacation payout; equity vesting—time‑based vest fully; performance‑based vest at 50% of target; vested options exercisable 90 days .
- CIC severance (double‑trigger within 24‑month protection period): 1.5x base salary + target bonus (NEOs); pro‑rated target bonus; 18 months COBRA (NEOs); 12 months outplacement; vacation payout; equity vesting—time‑based vest fully; performance‑based vests at target; vested options exercisable 90 days .
- Good Reason definition and process; Cause definition; 280G best‑net cut or full pay; arbitration; confidentiality; non‑solicitation (NEOs restricted period noted in agreements) .
Compensation Structure Analysis
- Shift to equity and at‑risk pay: 2024 introduced substantial RSU grants and performance‑linked payouts (F&S score 154.4%, individual 100%), moving from 2023 minimal variable pay (no bonus, no stock awards granted in 2023) to a heavier equity mix—improving pay‑for‑performance alignment .
- Performance metric breadth: Bookings, revenue, gross margin, capital needs, and cash reserve with explicit weights signal balanced growth, profitability, and liquidity focus—mitigating single‑metric gaming risk .
- Clawback policy and no tax gross‑ups: Clawback compliant with Nasdaq effective Oct 2, 2023; company states no gross‑ups—shareholder‑friendly features .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited except rare pre‑approved cases; reduces misalignment and forced selling risks from margin calls .
- Trading controls: Quarterly blackout, preclearance, and structured 10b5‑1 plan standards with cooling‑off periods—dampens ad‑hoc selling pressure, but scheduled RSU settlements may still expand tradable float .
- Related party exposure: Multiple company‑level related party disclosures (e.g., IBX, Axiom, KBR); none specific to Crain in the proxy excerpts .
- Legal/controversy: Company‑level litigation noted (Delaware Chancery action) but not Crain‑specific .
Investment Implications
- Alignment: Crain’s large Class C/OpCo stake (9.6% total voting power) and multi‑year RSU vesting create long‑term equity alignment with shareholders .
- Near‑term supply dynamics: RSU tranches scheduled annually (April 11 anniversaries per tables) and performance RSU settlements could contribute to periodic insider selling capacity outside blackout windows—monitor Form 4s and 10b5‑1 plan adoptions to assess flow timing .
- Retention/transition: Double‑trigger CIC benefits with full vesting and 1.5x cash for NEOs limit exit friction in transactions; outside CIC, 0.75x cash and partial performance equity vesting reduce near‑term attrition incentives—moderate retention risk .
- Execution vector: His NASA/JSC GNC pedigree and co‑founder role underpin delivery/data/infrastructure pillars amid demonstrated mission wins—supports confidence in technical execution tied to incentive metrics (bookings, revenue, margin) .
Monitoring priorities: upcoming RSU vest dates (around April 11 each year), any 10b5‑1 filings, and annual incentive metric disclosures to track pay‑for‑performance calibration and potential selling pressure windows .