William Liquori
About William J. Liquori
Lieutenant General (ret.) William J. Liquori is an independent director of Intuitive Machines (LUNR), serving since February 2023. Age 56 in the 2025 proxy, he retired from the U.S. Space Force in 2022 after 30+ years across USAF/USSF, including service as the Space Force’s first Chief Strategy and Resourcing Officer and prior space policy roles at the White House NSC; he holds a B.A. in Computer Science (Boston University, 1991) and multiple master’s degrees (Webster University, Air University, Marine Corps University) . The Board has affirmatively determined his independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Space Force | First Chief Strategy and Resourcing Officer | Through 2022 | Led strategy, resourcing; international engagement; policy interface to OSD/NSC/National Space Council |
| White House National Security Council | Director for Space Policy | During administration of two Presidents | Lead author of the 2018 National Space Strategy; NSC interface to National Space Council; co-led 2018 U.S.-Japan Comprehensive Dialogue on Space |
| U.S. Air Force/Space Command; National Reconnaissance Office; Air Force Secretariat; U.S. European Command | Various leadership and operations roles | ~1991–2022 | Commanded a space operations squadron and the 50th Space Wing |
External Roles
No other current public company directorships or external board roles are disclosed for Liquori in the company’s proxies .
Board Governance
- Independence: Determined independent under Nasdaq rules and company guidelines .
- Committee assignments (current): Audit Committee member; Nominating & Corporate Governance Committee member; Chair of the Conflicts Committee. Not a member of the Compensation Committee (committee consists of Masson and Blitzer) .
- Board structure and attendance:
- 2024: Board met 11 times; Audit (4), Compensation (5), Nominating & Corporate Governance (4), Conflicts (10). Each director attended at least 80% of Board and committee meetings; independent directors met in executive session .
- 2023: Board met 9 times; each independent director attended at least 75%; Chairman attended over 65% .
- Controlled company: LUNR qualifies as a “controlled company” under Nasdaq due to founders’ voting power, exempting certain governance requirements; nonetheless, Liquori serves on fully independent Audit and Nominating committees and chairs Conflicts .
- Conflicts oversight: As Conflicts Committee Chair, Liquori oversees review/approval of related person transactions and matters involving IBX, Axiom Space, X-Energy, KBR, etc., applying arm’s-length standards and ratification procedures .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Board cash retainer ($) | $55,000 | $55,000 |
| Committee cash fees ($) | $26,875 (Audit member $10,000; NCG member $7,500; Conflicts Chair $15,000; prorated for 2023 service) | $32,500 (Audit member $10,000; NCG member $7,500; Conflicts Chair $15,000) |
| Total cash ($) | $81,875 | $87,500 |
Notes:
- Standard director cash schedule: Board $55,000; Audit Chair $20,000/member $10,000; Compensation Chair $15,000/member $7,500; NCG Chair $15,000/member $7,500; Conflicts Chair $15,000/member $7,500 .
- Directors are paid quarterly in arrears; prorated for partial service .
Performance Compensation
| Equity Award | Grant Date | Number of RSUs | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual Director RSU (2023 cycle) | 2023 (June grant cycle) | 18,321 | $155,000 | Vests fully at 1-year from grant or next annual meeting, earlier |
| Annual Director RSU (2024 cycle) | June 6, 2024 | 44,544 | $200,000 | Vests fully at 1-year from grant or next annual meeting, earlier; change-in-control accelerates |
- Chair receives higher RSU value (not applicable to Liquori; Chair RSU $250,000) .
- Deferred Compensation Plan: Directors may elect to defer settlement of RSUs until separation; elections made by Ghaffarian, Blitzer, Masson, Seligman for 2024. Liquori not listed as deferring .
Other Directorships & Interlocks
- None disclosed for Liquori. Committee service places him at the center of related-party oversight via the Conflicts Committee; material transactions involve entities affiliated with the Chairman and certain investors (e.g., IBX, Axiom, X-Energy, KBR), reviewed under the Related Person Transaction Policy .
Expertise & Qualifications
- Strategic space policy, national security, international engagement, and space operations leadership (USSF/NSC) .
- Technical education and advanced strategy studies (Computer Science; Airpower Art & Science; Strategic Studies) .
- Board-qualified independent director per Nasdaq rules .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | Class C Shares | Total Voting Power (%) | Notes |
|---|---|---|---|---|
| William J. Liquori | 62,865 (includes 44,544 RSUs) | — | Less than 1% | RSUs vest at the earlier of 1-year or next annual meeting |
Policies:
- Hedging prohibited; pledging prohibited unless pre-approved by Compliance Officer .
- Insider Trading Policy governs director transactions and compliance .
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares Transacted | Price | Post-Transaction Ownership | SEC Filing URL |
|---|---|---|---|---|---|---|
| 2024-06-06 | 2024-06-10 | A (RSU award) | 44,544 | $0.00 | 62,865 | https://www.sec.gov/Archives/edgar/data/1844452/000121390024051440/0001213900-24-051440-index.htm |
| 2025-06-05 | 2025-06-09 | A (RSU award) | 18,383 | $0.00 | 81,248 | https://www.sec.gov/Archives/edgar/data/1844452/000121390025052641/0001213900-25-052641-index.htm |
Governance Assessment
- Board effectiveness: Liquori’s independent status, strong attendance (≥80% in 2024), and leadership as Conflicts Committee Chair are positives for investor confidence amid multiple related-party transactions with founder-affiliated entities; structured committee oversight and a written policy mitigate conflicts risk .
- Compensation alignment: Director pay is standard market structure—modest cash retainers and time-based RSUs; Liquori’s 2024 cash equals board plus committee fees, confirming he is not on the Compensation Committee (cash total would be higher if he were a CC member) .
- Risk indicators and red flags:
- Controlled company governance: Exemptions from certain Nasdaq governance requirements place greater weight on independent committee leadership; Liquori’s roles on Audit/NCG and chairing Conflicts help offset this structural risk .
- Related-party exposure: Material dealings with entities affiliated with the Chairman (IBX, Axiom, X-Energy, ASES/KBR) warrant ongoing scrutiny; the Conflicts Committee (chaired by Liquori) and formal approval/ratification protocols are mitigating controls .
- Pledging/hedging: Prohibitions are in place; no pledging disclosed for Liquori .
Overall, Liquori’s background in strategy and oversight, independent status, and Conflicts Committee chair role support board effectiveness amid a founder-controlled structure and recurring related-party transactions. Continuous monitoring of Conflicts Committee decisions and adherence to the Related Person Transaction Policy remain key for investor confidence .