Momentus (MNTS) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 19, 2026, via virtual webcast; record date is March 26, 2026.

• Six key proposals up for shareholder vote, including director elections, auditor ratification, equity plan amendments, and executive compensation matters.

• Board recommends voting FOR all proposals and for a three-year frequency on say-on-pay votes.

• Proxy materials and annual report are available online; voting can be done online, by phone, mail, or during the meeting.

Voting matters and shareholder proposals

• Election of two Class II directors (Chris Hadfield and John C. Rood) for terms expiring at the 2029 Annual Meeting.

• Ratification of Frank, Rimerman + Co. LLP as independent auditor for fiscal year ending December 31, 2026.

• Approval of amendments to the 2021 Equity Incentive Plan: increase shares available by 500,000 and raise the annual evergreen increase from 3% to 5%.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes (Board recommends every three years).

• Procedures for shareholder proposals and director nominations for the 2027 meeting are detailed, with specific deadlines and requirements.

Board of directors and corporate governance

• Board consists of three staggered classes, with a majority of independent directors as defined by Nasdaq and SEC rules.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Disclosure Committees, each with defined responsibilities and independent membership.

• Board leadership structure includes a Lead Independent Director when the Chair is not independent.

• Directors possess diverse backgrounds in aerospace, defense, finance, and government, supporting effective oversight.

• Insider Trading Policy prohibits hedging transactions by directors, officers, and employees.