Mitchel B. Kugler
About Mitchel B. Kugler
Independent director at Momentus since August 2021; currently Chair of the Disclosure Committee and a member of the Audit and Compensation Committees. Age 64; education includes a B.S. in Economics from the U.S. Military Academy at West Point and an M.A. in National Security Policy Studies from Georgetown University. Background spans Managing Partner at Haystack Strategy Partners (since April 2020), VP Corporate Strategy at Raytheon (2009–2020), leadership roles at Boeing’s defense businesses (2002–2009), and senior staff positions in the U.S. Senate (1992–2002) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Raytheon Company (NYSE: RTX) | Vice President, Corporate Strategy | Jun 2009 – Apr 2020 | Led corporate strategy across A&D portfolio |
| The Boeing Company (Defense) | Led Advocacy Integration; Director of Strategic Initiatives (Missile Defense Systems) | Jan 2002 – Jun 2009 | Strategy and stakeholder advocacy in defense |
| United States Senate | Senior staff positions | 1992 – 2002 | Legislative and policy experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Haystack Strategy Partners | Managing Partner | Apr 2020 – Present | Growth strategies/market analytics for A&D, tech, financial sectors |
| Other public company boards | — | — | None disclosed in the proxy |
Board Governance
- Committee assignments: Audit Committee (member); Compensation Committee (member); Disclosure Committee (Chair) .
- Independence: Audit and Compensation Committee members meet Nasdaq/SEC independence requirements; Audit members meet financial literacy; Audit Chair qualifies as “financial expert” per Item 407(d) .
- Board structure and term: Class I director; current term expiring at the 2025 annual meeting .
- Engagement and attendance: Board held 26 meetings in FY2024; all directors attended ≥75% of Board meetings; all directors attended the June 28, 2024 annual meeting .
- Committee activity: Audit Committee met six times in 2024 .
- Lead Independent Director: Linda J. Reiners .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 78,750 | 0 (no RSUs granted in 2024) | 78,750 |
Director compensation policy (cash retainers; payable quarterly; in addition to base retainer where applicable):
- Annual Board Member retainer: $100,000; Chairperson: +$60,000; Lead Independent Director: +$30,000 .
- Annual Committee Member retainers: Audit $20,000; Compensation $15,000; Disclosure $15,000; Nominating/Gov $10,000 .
- Annual Committee Chair retainers (in lieu of member fee): Audit Chair $30,000; Compensation Chair $22,500; Disclosure Chair $22,500; Nominating/Gov Chair $15,000 .
Performance Compensation
Director equity structure and terms:
- Initial equity: RSUs initially valued at $350,000 upon initial election/appointment; vest in three equal annual installments from grant .
- Annual equity: RSUs each year equal to 0.128% of shares outstanding as of grant; vest on the earlier of one year from grant or the day before the next annual meeting; prorated for partial years .
- Accelerated vesting: Full acceleration upon death, disability, or change in control (as defined in the Equity Incentive Plan) .
- Alternatives/deferrals: Non-U.S. directors may receive stock options (10-year term; strike = FMV at grant) in lieu of RSUs; directors may elect to defer cash retainers and/or RSUs into deferred stock units (settle at separation or a specified date) .
Recent awards (Form 4 filings):
| Transaction Date | Award Type | Quantity | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| 2025-06-30 | Restricted Stock Units | 16,294 | $0.00 | 16,294 | |
| 2025-06-30 | Deferred Restricted Stock Units | 16,294 | $0.00 | 16,294 |
Performance metrics in director pay:
| Metric | Applies to Director Equity? |
|---|---|
| Financial/TSR/ESG performance conditions | None disclosed; director RSUs are time-based only |
Other Directorships & Interlocks
- Compensation Committee interlocks/insider participation: None; no officers served on other boards’ comp committees where Momentus executives served, and Momentus comp committee members were non-employees .
- Current public company directorships for Kugler: None disclosed .
Expertise & Qualifications
- Strategy leadership across major A&D primes (Raytheon, Boeing) and policy acumen from U.S. Senate service .
- Financial literacy and independence affirmed via Audit/Comp membership qualifications .
- Advanced education in national security policy and economics (Georgetown M.A.; West Point B.S.) .
Equity Ownership
| As-of Date (Record) | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| 2025-07-22 | 0 | <1% | Per beneficial ownership table |
| 2025-10-10 | 0 | <1% | Per beneficial ownership table |
| 2025-06-30 (Form 4) | 16,294 RSUs; 16,294 Deferred RSUs | — | Unvested/deferred units; not counted as outstanding shares |
Additional alignment provisions:
- Director equity vests time-based; acceleration on death/disability/change-in-control .
- Deferral program allows conversion of cash/equity into DSUs, aligning with long-term service .
Governance Assessment
-
Strengths
- Independent director with cross-functional A&D strategy background; serves on key oversight committees (Audit, Compensation) and chairs Disclosure Committee, directly influencing disclosure controls and procedures .
- Board engagement: 26 meetings in 2024 with all directors ≥75% attendance; annual meeting attendance by all directors; Audit Committee met six times, indicating active oversight .
- No related-party transactions disclosed involving directors; related party transactions require Audit Committee approval under written policy .
- Compensation governance: Comp Committee uses an independent consultant (F.W. Cook) for director/executive pay; no additional services >$120k, supporting adviser independence .
-
Watch items
- Low reported beneficial ownership as of mid/late 2025 (0% beneficially owned), though 2025 RSU/DSU awards were granted and may enhance alignment over time once vested/settled .
- 2024 director equity grants were not made; only cash fees were paid; equity participation resumed under the stated policy in 2025, so alignment trend bears monitoring in subsequent filings .