John C. Rood
About John C. Rood
Chairperson, President, and CEO of Momentus Inc. since August 2021; age 56; B.S. in Economics from Arizona State University . Under his tenure, MNTS has continued to secure NASA technology demonstration contracts (e.g., $5.1M COSMIC and $2.5M RDRE awards in Sept. 2025) that support platform validation and potential revenue diversification . MNTS’ pay-versus-performance disclosure shows negative net income and depressed TSR over the last three fiscal years (TSR value of a $100 investment: $18.66 in 2022; $0.83 in 2023; $0.27 in 2024; net loss: $(95.4)mm in 2022, $(68.9)mm in 2023, $(34.9)mm in 2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Department of Defense | Undersecretary of Defense for Policy | Jan 2018 – Feb 2020 | Principal advisor on defense policy; led formulation/coordination of national security policy |
| Lockheed Martin | SVP, Lockheed Martin International; VP Corporate Domestic Business Development | Mar 2016 – Jan 2018; Jun 2014 – Mar 2016 | Led international business and domestic BD initiatives |
| Raytheon Company | VP U.S. Business Development | Mar 2009 – Jun 2014 | Drove BD across U.S. defense markets |
| U.S. Department of State | Acting Undersecretary for Arms Control & International Security; Assistant Secretary for International Security & Nonproliferation | Sep 2007 – Jan 2009; Oct 2006 – Sep 2007 | Managed arms control, nonproliferation portfolios |
| SMA, Inc.; John C. Rood & Associates LLC | Associate; CEO/Founder | Apr 2020 – Aug 2021; May 2020 – Aug 2021 | Growth strategies, market analysis, capture support |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Hitachi Vantara Federal | Director | Since Aug 2021 | Board service in federal IT solutions |
| Radisson Hospitality Inc. | Security Director; Board Chair | Jul 2020 – Aug 2022 | Security oversight; became Chair in Sep 2020 |
Fixed Compensation
| Component | FY 2024 | FY 2023 | FY 2022 |
|---|---|---|---|
| Base Salary ($) | 800,000 | 800,000 | 800,000 |
| Target Bonus % of Salary | 100% | 100% | 100% |
| Discretionary Bonus ($) | — | 80,000 | 80,000 |
| All Other Compensation ($) | 119,310 (housing $79,574; benefits deductions $39,736) | 128,175 | 161,779 |
| Total ($) | 919,310 | 2,560,269 | 2,409,421 |
- Employment agreement (Aug 1, 2021): Base $800,000 and annual target cash incentive up to $800,000; reimbursed commuting (including first-class airfare) and temporary housing with tax gross-up on these items until the fourth anniversary of start date; eligible for standard benefits .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout Mechanics | Vesting/Timing |
|---|---|---|---|---|---|---|
| Annual Non-Equity Incentive (2024) | Pre-determined company milestones (undisclosed) | Not disclosed | Achieve measurable milestones | Not disclosed | Not disclosed | Annual; prior years show payouts (2023: $800,000; 2022: $800,000) |
| RSUs (Nov 8, 2021) | Time-based | n/a | Service targets | In progress | Vests 25% on Aug 20 of 2023, 2024, 2025 (after 6.25% on Nov 20, 2021 and 18.75% on Aug 20, 2022) | As scheduled |
| RSUs (Mar 20, 2022) | Time-based | n/a | Service targets | In progress | Vests in three equal annual installments from grant date | As scheduled |
| RSUs (Mar 23, 2023) | Time-based | n/a | Service targets | In progress | Vests in three equal annual installments from grant date | As scheduled |
| Stock Options (Mar 20, 2022) | Time-based | n/a | Service targets | In progress | Vests in equal quarterly installments over three years | Exercisable/unexercisable split shown below |
- Equity plan clawback: Awards are subject to company clawback policy; Administrator may require forfeiture/recoupment for specified events or to comply with laws .
Equity Ownership & Alignment
- Beneficial ownership (Oct 10, 2025): 2,212 shares of Class A common stock and 555 shares issuable upon exercise of options; less than 1% ownership (14,583,946 shares outstanding) .
- Hedging policy: Directors, officers, employees prohibited from hedging transactions (e.g., swaps, collars); no pledging disclosure identified .
| Outstanding Equity Awards (as of Dec 31, 2024) | Quantity | Vesting/Terms |
|---|---|---|
| Options (exercisable) | 168 | Grant Mar 20, 2022; quarterly vesting over 3 years; exercise price $1,778; expires Mar 20, 2032 |
| Options (unexercisable) | 47 | Same grant as above |
| RSUs (Nov 8, 2021 unvested) | 327 | 6.25% vested Nov 20, 2021; 18.75% Aug 20, 2022; 25% each on Aug 20 of 2023, 2024, 2025 |
| RSUs (Mar 20, 2022 unvested) | 318 | Three equal annual installments from grant date |
| RSUs (Mar 23, 2023 unvested) | 1,200 | Three equal annual installments from grant date |
Employment Terms
- Severance, no change-in-control (qualifying termination without cause or for good reason): 12 months of base salary plus target annual bonus paid over 12 months; pro-rated annual bonus based on actual performance (lump sum); COBRA premium reimbursements up to 12 months; time-based equity awards vest to the number that would vest through the 12-month anniversary of termination .
- Change-in-control (double-trigger within 3 months before to 24 months after): Lump sum of 18 months base salary plus 1.5x target annual bonus; lump sum of 150% of pro-rated annual bonus based on actual performance; COBRA premium reimbursements up to 18 months; time-based equity awards vest in full (or vest immediately prior to closing if successor does not assume/continue awards) .
- At-will employment and eligibility for standard benefits .
Board Governance
- Roles: CEO and Chairperson (dual role), Class II director (term expires 2026) . Lead Independent Director appointed (Linda J. Reiners) because Chair is not independent .
- Committee memberships: Rood serves on the Disclosure Committee (members: Mitchel B. Kugler—Chair, Chris Hadfield, John C. Rood) .
- Independence: All directors other than Rood qualify as independent under Nasdaq rules; Board majority independent .
- Board activity: 26 meetings in FY 2024; all directors attended at least 75% of meetings .
- Security Director role: Unique security oversight structure continued post-termination of the National Security Agreement; Security Director is sole member of the Security Committee .
Director Compensation (for context; Rood compensated as CEO)
- Policy: Outside Directors receive annual cash retainers ($100,000 board; $60,000 Chair; $30,000 Lead Independent Director), committee member/chair retainers (Audit: $20,000 member/$30,000 chair; Compensation: $15,000 member/$22,500 chair; Disclosure: $15,000 member/$22,500 chair; Nominating: $10,000 member/$15,000 chair), and annual RSU grants (initial ~$350,000 vesting over 3 years; annual grant equal to 0.128% of shares outstanding) with accelerated vesting on death/disability/change in control .
Companies’ Financial Performance (context for pay-for-performance alignment)
| Metric | Q3 2023 | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenue ($) | 339,000* | 1,023,000* | 513,000* | 1,209,000* | 107,000* | 285,000* | 322,000* | 191,000* |
| EBITDA ($) | (14,851,000)* | (13,618,000)* | (8,105,000)* | (6,743,000)* | (7,379,000)* | (6,599,000)* | (5,861,000)* | (5,621,000)* |
Values retrieved from S&P Global.*
Additional performance context (annual):
- Net Income (Loss): 2022: $(95,444) thousand; 2023: $(68,920) thousand; 2024: $(34,946) thousand .
- TSR valuation of a fixed $100 investment: 2022 $18.66; 2023 $0.83; 2024 $0.27 .
Compensation Committee Analysis
- Committee composition: Brian Kabot (Chair), Chris Hadfield, Mitchel B. Kugler; all independent .
- Consultant: Frederic W. Cook & Co. engaged; no additional services >$120,000; independence considered per Nasdaq/SEC requirements .
Related Party Transactions and Policies
- No Rood-specific related party transactions disclosed in the provided materials; Company maintains a Code of Business Conduct and related-party transactions policy framework in proxy materials .
Risk Indicators & Red Flags
- Tax gross-up on commuting and housing reimbursements through the fourth anniversary of start date (shareholder-unfriendly feature) .
- NASDAQ compliance risk: Reverse split (1-for-14) effected Dec 13, 2024; minimum bid regained; continued listing contingent upon meeting equity requirements by April 15, 2025 .
- Going concern and liquidity risks; need for substantial additional funding; historical losses .
- Potential dilution overhang: Stockholder approvals sought and/or executed for Convertible Notes, Inducement Warrants, equity line of credit—each enabling issuance in excess of 19.99% under Nasdaq Rule 5635(d); potential significant dilution and price pressure .
- Regulatory/export control compliance history and continuing obligations; hedging prohibited for insiders .
Investment Implications
- Pay-for-performance alignment is stretched: high fixed cash ($800k salary) with prior-year incentive payouts, amid persistent negative EBITDA and net losses; TSR depressed—calling for tighter performance-contingent pay design and disclosure of objective KPIs behind non-equity incentives .
- Ownership alignment is modest (beneficial stake <1%) with meaningful time-based equity outstanding; hedging prohibited, no pledging disclosed—neutral to slightly positive alignment .
- Contract terms include robust severance and change-in-control accelerations that can be costly in downside scenarios; tax gross-ups on commuting/housing are governance negatives .
- Equity overhang and financing structures (ELOC, inducement warrants, convertible notes) suggest ongoing dilution and potential trading pressure; monitor special meeting outcomes and capital structure changes .
- Execution upside depends on converting NASA/DoD program awards into sustainable revenue and margin improvement; near-term financials remain constrained .