Marwa Zaatari
About Marwa Zaatari
Dr. Marwa Zaatari (age 39 as of April 8, 2025) is a Class III independent director of AirJoule Technologies Corporation (AIRJ), serving since the March 14, 2024 business combination; she chairs the Compensation Committee and brings deep HVAC/indoor air quality standards expertise, with a Ph.D. in Architectural and Environmental Engineering from the University of Texas at Austin and a Master’s in Engineering Management from the American University of Beirut (energy management specialization) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| D ZINE Partners | Co-Founder; Chief Science Officer | Since Nov 2020 | Co-founded and leads science; HVAC/IAQ innovation focus |
| enVerid Systems, Inc. | Vice President, Building Solutions | Jan 2015 – May 2020 | Led building solutions; later joined Board of Advisors (see External Roles) |
| Trinity Consultants | Consultant | Not disclosed | Environmental/air quality consulting prior to enVerid role |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| enVerid Systems, Inc. | Board of Advisors member | Since May 2020 | Advises on IAQ technology strategy |
| U.S. Green Building Council (USGBC) | Board of Directors member | Current | Governance and standards leadership; previously Chair of Indoor Air Quality Procedure |
| USGBC Center for Green Schools | Technical Advisory Committee member | Current | Technical guidance for school IAQ/green standards |
| ASHRAE | Vice Chair, Standard 62.1; Vice Chair, Environmental Health Committee; Voting Member, Standard 241 | Current | Key roles shaping HVAC ventilation/IAQ standards |
Board Governance
- Independence: The Board determined Dr. Zaatari is independent under Nasdaq and SEC rules .
- Committee assignments: Compensation Committee (Chair); not a member of Audit or Nominating & Corporate Governance .
- Board leadership: Lead Independent Director is J. Kyle Derham (elected March 2025) .
- Attendance: In 2024, the Board held 7 meetings; Compensation Committee held 8; Audit 6; Nominating 1. Each director attended at least 75% of Board and applicable committee meetings (individual director rates not separately disclosed) .
| Committee | Role | Meetings Held (2024) |
|---|---|---|
| Compensation | Chair | 8 |
| Audit | — | 6 |
| Nominating & Corporate Governance | — | 1 |
Fixed Compensation
| Element | Program Terms | 2024 Actual (Zaatari) |
|---|---|---|
| Annual cash retainer | $50,000 | $45,000 (pro-rated post-program adoption) |
| Committee chair fee (Compensation) | $10,000/year | Included in cash fees (pro-rated; not itemized) |
| Meeting fees | None disclosed | None disclosed |
| Director stock ownership guidelines | Not specified for directors | Not specified |
Performance Compensation
| Element | 2024 Value (Grant-Date Fair Value) | Structure & Vesting Terms |
|---|---|---|
| RSUs | $55,242 | Annual director award targeted at $108,000 total (50% RSUs/50% options); vests in full on earlier of 1-year from grant or day before next annual meeting; accelerates upon death/disability, and upon change-in-control if not joining successor board |
| Stock options | $55,243 | Same annual award structure as above; options vest on same schedule; change-in-control and death/disability acceleration as above |
| Performance Metrics Tied to Director Awards | Detail |
|---|---|
| None disclosed | Director equity awards are time-based; no financial/ESG performance metrics specified for directors |
Other Directorships & Interlocks
| Category | Entity | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Public company boards | — | — | None disclosed |
| Private/non-profit boards | USGBC | Director | Standards leadership; no AIRJ related-party transactions disclosed |
| Industry committees | ASHRAE | Vice Chair (62.1, EHC); Voting Member (241) | Standards influence in HVAC; no AIRJ related-party transactions disclosed |
| Advisory boards | enVerid Systems | Board of Advisors | No AIRJ related-party transactions disclosed |
Expertise & Qualifications
- Education: Ph.D. in Architectural and Environmental Engineering (UT Austin); Master’s in Engineering Management (AUB, energy management) .
- Technical expertise: HVAC design innovation; IAQ standards leadership (USGBC, ASHRAE) .
- Board qualifications: Deep knowledge of industry standards and HVAC innovation; determined independent by the Board .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Outstanding | Components within 60 days |
|---|---|---|---|
| Marwa Zaatari | 19,620 | <1% | 14,220 options becoming exercisable within 60 days; 5,400 RSUs vesting within 60 days |
- Year-end 2024 outstanding awards: 5,400 unvested RSUs; 14,220 options outstanding (mix of exercisable/unexercisable not itemized) .
- Pledging/Hedging: No pledging of shares noted in the Stock Ownership disclosure; Insider Trading Policy prohibits certain transactions and includes blackout periods and pre-clearance requirements .
Insider Trades (Section 16(a) status)
| Person | 2024 Filing Timeliness | Notes |
|---|---|---|
| Marwa Zaatari | Timely | Company noted all required reports were timely in 2024, except a late Form 4 by Mr. Porter on Jan 6, 2025 (not Zaatari) . |
Governance Assessment
-
Positive signals:
- Independent director and Compensation Committee Chair with strong domain expertise in HVAC/IAQ standards; Board explicitly determined independence .
- High committee activity in 2024 (8 Compensation meetings), with all directors meeting at least 75% attendance, indicating active oversight during a post-combination year .
- Director pay structure aligns with market norms (cash retainer + annual equity), and equity grants are time-based without guaranteed performance payouts; no tax gross-ups disclosed .
- No related-party transactions involving Dr. Zaatari in the period reviewed; Audit Committee oversees related-person transactions per policy .
-
Watch items:
- Ownership alignment is modest (beneficial ownership <1%), typical for a relatively new director but still limited skin-in-the-game; continued monitoring of equity accumulation relative to any director ownership guidelines (not specified for directors) is prudent .
- Concurrent leadership roles in external standards bodies (USGBC, ASHRAE) intersect with AIRJ’s HVAC/IAQ space; while not a related-party transaction and independence is affirmed, ongoing disclosure and recusal practices should be monitored to mitigate perceived conflicts .
-
RED FLAGS: None identified in the proxy for Dr. Zaatari (no related-party transactions, no Section 16(a) delinquencies, no tax gross-ups, no option repricing) .