Kimberly A. Reed
About Kimberly A. Reed
Kimberly A. Reed (age 54) is an independent Class I director of Momentus Inc. with service since August 2021; her current board term was set to expire at the 2025 annual meeting . She is a former Chairman, President, and CEO of the Export-Import Bank of the United States (2019–2021) and currently serves on the boards of Takeda Pharmaceutical Company Limited (External Director, Audit & Supervisory Committee member) and Hannon Armstrong Sustainable Infrastructure Capital, Inc. . Reed holds a J.D. from West Virginia University College of Law and a B.S. in biology and B.A. in government from West Virginia Wesleyan College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Export-Import Bank of the United States (EXIM) | Chairman, President, and CEO | 2019–2021 | Led $135B financing authority; advanced U.S. competitiveness in transformational tech sectors |
| U.S. Department of the Treasury | Senior Advisor to Secretaries Henry Paulson and John Snow | 2004–2007 | Oversight and investigations; financial policy advisory |
| CDFI Fund (U.S. Treasury) | Director and CEO | 2007 | Led community finance initiatives |
| International Food Information Council Foundation | President | 2009–2019 | Worked with multinational companies on nutrition, health, sustainability |
| U.S. House of Representatives | Counsel to Ways and Means, Government Reform & Oversight, Education & the Workforce Committees | 1997–2004 | Conducted oversight and investigations |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Takeda Pharmaceutical Co. Ltd. (NYSE: TAK) | External Director; Audit & Supervisory Committee member | Since Jun 2022 | Audit/Supervisory member |
| Hannon Armstrong Sustainable Infrastructure Capital, Inc. (NYSE: HASI) | Director | Since Mar 2023 | Energy/infrastructure focus |
| Council on Competitiveness | Distinguished Fellow | Since Feb 2021 | Policy and competitiveness initiatives |
| Atlantic Council | Distinguished Fellow, Freedom & Prosperity Center | Current | Thought leadership; public policy |
| American Swiss Foundation; Hudson Institute Commission; Krach Institute Advisory Council; IU School of Public Health Dean’s Alliance | Board/Advisory Roles | Current | Non-profit/academic governance |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member .
- Independence: The board consists of a majority independent directors; all directors other than CEO John C. Rood are independent (Reed qualifies) .
- Attendance and engagement: Board held 26 meetings in FY2024; all directors attended at least 75% of board meetings; Audit Committee met 6 times in 2024 .
- Board leadership: Linda J. Reiners serves as Lead Independent Director since the chair is also the CEO; Security Committee exists and is chaired by the Security Director (not Reed) .
| Committee | Role | 2024 Meetings | Independence Note |
|---|---|---|---|
| Audit | Member | 6 | All members independent and financially literate per Nasdaq/SEC; Reiners is chair |
| Nominating & Corporate Governance | Member | Not disclosed | Oversees board composition, governance, ESG guidelines, succession |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Member Service Retainer (Outside Director) | $100,000 | Payable quarterly in arrears; pro-rated for partial service |
| Chairperson add-on (if outside director serves as Chair) | $60,000 | In addition to board retainer |
| Lead Independent Director add-on | $30,000 | In addition to board retainer |
| Committee Member Retainers | Audit: $20,000; Compensation: $15,000; Disclosure: $15,000; Nominating & Corporate Governance: $10,000 | Payable annually; pro-rated |
| Committee Chair Retainers (in lieu of member retainer) | Audit Chair: $30,000; Compensation Chair: $22,500; Disclosure Chair: $22,500; Nominating & Corporate Governance Chair: $15,000 | |
| Travel expense reimbursement | Actuals per policy | Ordinary, necessary, and reasonable out-of-pocket expenses for meeting attendance |
| 2024 Director Compensation (Kimberly A. Reed) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 65,000 | For board/committee service in FY2024 |
| Stock Awards (RSUs) | — | No RSUs granted in FY2024; no outstanding equity awards at 12/31/2024 for independent directors |
| Total | 65,000 | Sum of components for FY2024 |
Performance Compensation
| Element | Structure | Grant Value / Basis | Vesting | Change-in-Control / Other |
|---|---|---|---|---|
| Initial RSU grant upon joining board | Time-based RSUs | Valued at $350,000 at grant | Vests in three equal annual installments from grant date | Full acceleration upon death, disability, or change-in-control |
| Annual director RSU grant | Time-based RSUs | Number of RSUs equal to 0.128% of shares outstanding at grant | Vests on 1-year anniversary or day before next annual meeting (prorated for partial years) | Full acceleration upon death, disability, or change-in-control |
| Options in lieu of RSUs (for non-U.S. directors at board discretion) | Non-statutory stock options | Equal value to RSUs | 10-year term; strike = 100% of FMV at grant | Same terms otherwise as RSUs |
| Deferral elections | Deferred stock units (DSUs) | Elect to defer cash retainers and/or RSUs before earning | Settles at separation from service or company-determined date (409A-compliant) | N/A |
No performance metrics (TSR, revenue, EBITDA, ESG) are disclosed for director equity awards; they are time-based RSUs/options rather than performance-based grants .
Other Directorships & Interlocks
| Company | Industry | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|---|
| Takeda Pharmaceutical Co. Ltd. (NYSE: TAK) | Pharmaceuticals | External Director | Audit & Supervisory Committee member | No disclosed related-party transactions with Momentus |
| Hannon Armstrong Sustainable Infrastructure Capital, Inc. (NYSE: HASI) | Sustainable infrastructure finance | Director | Not disclosed in sources above | No disclosed related-party transactions with Momentus |
Expertise & Qualifications
- Policy, finance, and export credit leadership experience as EXIM Chairman/CEO (2019–2021), overseeing $135B financing authority .
- Government oversight, investigations, treasury advisory, and capital markets exposure through Treasury and Congressional roles .
- Audit committee experience at Takeda and finance governance literacy per Nasdaq/SEC requirements for MNTS Audit Committee membership .
- Legal and scientific education (J.D.; B.S. biology; B.A. government) with governance certifications and recognition (NACD Certified Director; STEM/DoD honors) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | As-of Date | Notes |
|---|---|---|---|---|
| Kimberly A. Reed | 16,662 | <1% | July 22, 2025 | Percent calculated against 9,138,160 shares; includes exercisable options/RSUs within 60 days per SEC rules |
FY2024 proxy notes no RSUs were granted to independent directors and no outstanding equity awards as of 12/31/2024, suggesting minimal unvested director equity at that date .
Governance Assessment
- Board effectiveness: Reed serves on Audit and Nominating & Corporate Governance—two core oversight committees—supporting financial reporting integrity and board succession/governance processes .
- Independence and engagement: Reed is independent; board met 26 times in 2024; all directors attended at least 75%; Audit Committee met 6 times—indicating active oversight cadence .
- Compensation mix and alignment: Reed’s FY2024 compensation was all cash ($65,000) with no RSUs granted; while MNTS policy provides annual RSUs (including a formula equal to 0.128% of shares outstanding), 2024’s lack of director equity suggests limited direct equity alignment that year .
- Conflicts and related-party exposure: MNTS maintains a related party transactions policy requiring Audit Committee approval for transactions >$120,000; no specific related-party transactions are disclosed involving Reed in the provided sections .
- Hedging restrictions: MNTS prohibits hedging transactions for directors, supporting alignment with shareholder outcomes .
- Board leadership structure risk-mitigation: Lead Independent Director designated given combined Chair/CEO structure; Security Committee exists but is chaired by Security Director, not Reed .
RED FLAGS and Watch Items
- Equity alignment watch: No director RSUs granted in FY2024 and no outstanding director equity as of year-end; monitor whether 2025 annual RSU grants resumed per policy to improve alignment .
- Capital structure constraints: Special meeting proxy describes negative covenants (including related-party transaction restrictions) tied to financing instruments; governance should ensure compliance without constraining strategic flexibility .
Notes on Committee Composition (MNTS FY2024–FY2025)
| Committee | Members | Chair | Key Responsibilities |
|---|---|---|---|
| Audit | Linda J. Reiners; Kimberly A. Reed; Mitchel B. Kugler | Reiners | Auditor oversight; internal controls; disclosure controls; whistleblower procedures |
| Compensation | Brian Kabot; Chris Hadfield; Mitchel B. Kugler | Kabot | Executive/director pay oversight; independence confirmed; no interlocks |
| Nominating & Corporate Governance | Members per board table include Reed | Not disclosed in chunk | Board nominations; governance/ESG guidelines; board/committee evaluations; succession planning |
| Security | Security Director (Victorino G. Mercado) | Mercado | Export control and protected information oversight post-NSA termination |
| Disclosure | Mitchel B. Kugler; Chris Hadfield; John C. Rood | Kugler | Disclosure controls policy and review; overseen by Audit Committee |
Director class/term: Reed is Class I; term expiring at 2025 annual meeting . Lead Independent Director: Linda J. Reiners . Hedging prohibited for directors .