🧾 What This Document Is

This is a proxy statement (Form DEF 14A) for Momentus Inc. It’s like an agenda and instruction manual for the company’s annual shareholder meeting. Its purpose is to give shareholders the information they need to vote on several important company proposals.

👉 In simple terms: If you own shares, this document tells you what you’re voting on and how to vote.

🏢 What The Company Does

Momentus Inc. is a company in the space industry. They provide services like transporting payloads (like satellites) to orbit and other in-space logistics. Think of them as a "space trucking" or delivery service for the final frontier.

👉 Why it matters: This industry is capital-intensive and highly technical. Shareholder votes on things like executive pay and stock plans are crucial for attracting the talent needed to compete.

📅 Key Meeting Details

Date & Time: May 19, 2026, at 9:00 a.m. Pacific Time.
Format: Virtual only, via live webcast at www.virtualshareholdermeeting.com/MNTS2026.
Record Date: You must have been a shareholder by the close of business on March 26, 2026, to vote.
How to Vote: You can vote online (www.proxyvote.com) or by phone (1-800-690-6903) until May 18, 2026.

🗳️ The Six Proposals To Vote On

The Board recommends voting FOR all proposals except the frequency of the "say-on-pay" vote, for which they recommend THREE YEARS.

Elect Directors: Vote for two nominees, Chris Hadfield and John C. Rood, to join the Board.
Ratify Auditors: Approve the accounting firm Frank, Rimerman + Co. LLP for the 2026 fiscal year.
Increase Stock Plan Pool: Approve adding 500,000 more shares to the company's equity incentive plan (for granting to employees/directors).
Increase Annual Stock Plan "Evergreen": Raise the automatic yearly increase to the stock plan from 3% to 5% of outstanding shares.
Approve Executive Pay (Advisory): A non-binding vote on the compensation of top executives.
Set Frequency for Pay Votes: Decide how often to have the "say-on-pay" vote (the Board suggests every three years).

👥 Board & Governance

The Board is divided into three classes with staggered terms. The nominees for this vote are:

Chris Hadfield (Age 66): Former astronaut and retired Canadian Air Force colonel. Brings deep aerospace experience.
John C. Rood (Age 57): The current Chairperson and CEO of Momentus. Has a background in defense policy and at companies like Lockheed Martin.

The Board has several committees (Audit, Compensation, Nominating & Governance) and notes that all directors, except the CEO, are considered "independent."

💼 Executive Officers

The key leaders running the day-to-day operations are:

John C. Rood: Chairperson, President, and CEO.
Rob Schwarz: Chief Technology Officer (CTO).
Lon Ensler: Chief Financial Officer (CFO), became permanent CFO in August 2025.
Jon Layman: Chief Legal Officer and Corporate Secretary, joined in February 2025.

💰 Financial & Accounting Snapshot

Auditor Fees: For 2025, Momentus paid its auditor, Frank, Rimerman, total fees of $1,011,004 (up from $600,600 in 2024).
Company Status: Momentus is a "smaller reporting company," meaning it has reduced disclosure requirements, especially around executive compensation.

📦 The Equity Plan Details

This is a major focus of the meeting. The company wants to expand its 2021 Equity Incentive Plan to have more shares available to grant to attract and retain talent.

Current Shares Left: Only about 84,045 shares remain as of March 31, 2026.
Request: Add 500,000 new shares to the plan.
"Evergreen" Proposal: Seek approval to increase the automatic annual share increase from 3% to 5% of outstanding stock.

👉 Why it matters for investors: Approving more shares for employee stock grants can dilute existing shareholders' ownership. The company argues it's necessary to compete for talent in the competitive space industry.

🔮 What's Next

After the annual meeting on May 19, 2026, the company will implement the results of the shareholder votes. Final voting results will be filed publicly on a Form 8-K within four business days. The newly elected directors will serve until the 2029 annual meeting.

🧠 The Analogy

Think of this proxy statement like a homeowner's association (HOA) annual meeting packet. It tells you who's on the board (director election), who will audit the finances (auditor ratification), whether to increase the dues for community improvements (equity plan increase), and lets you vote on the manager's performance (say-on-pay). Your vote shapes how the community—in this case, the company—is run.

🧩 Final Takeaway

Momentus is holding its annual shareholder meeting to renew its leadership team and secure approval for critical tools (like the employee stock plan) it needs to operate and grow in the challenging space industry. Shareholders are being asked to endorse the company's governance and compensation strategies.

Momentus Seeks Shareholder Approval for 500,000 New Stock Plan Shares