Bradley Buswell
About Bradley Buswell
Bradley Buswell, age 61, is ScanTech AI Systems Inc.’s independent Chairman and Director (Class III), with term expiring at the 2027 annual meeting; he was appointed following the January 2025 business combination and is affirmatively determined independent under Nasdaq rules . He is a former U.S. Navy submarine officer and senior U.S. Department of Homeland Security (DHS) official, with deep security screening industry experience (Rapiscan Systems; Morpho Detection) and degrees from the U.S. Naval Academy (B.S., Systems Engineering) and George Washington University (MBA) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Leidos | Senior Vice President, Security Technology Business | Apr 2021–Dec 2023 | Led security technology business addressing national security challenges |
| Rapiscan Systems | President, North Americas | Sep 2013–Jul 2015 | Launched Real Time Tomography product line; achieved U.S. government certification; secured first European airport contracts |
| Morpho Detection (Safran/GE Homeland Protection) | President & CEO | Jul 2010–Jul 2013 | Implemented growth-targeted strategy via internal investment and strategic acquisitions |
| U.S. Department of Homeland Security | Deputy Under Secretary for Science & Technology; Acting Undersecretary (first year of Obama administration) | Not disclosed | Led ~1,200 staff developing technologies for TSA, CBP, USSS, FEMA; coordinated with state/local responders |
| General Electric Global Research Center | Government Relations Manager | Not disclosed | Federal R&D liaison |
| U.S. Navy | Submarine Officer | 20+ years | Congressional Liaison for Navy R&D; Chief of Staff, Office of Naval Research |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Self-employed advisor | Leadership/management advisor to defense/security companies | Current | Advises on contracting, strategic planning, execution |
| Other public company boards | — | — | None disclosed |
Board Governance
- Board leadership: Independent Chairman separate from CEO; board views split roles as best practice; CEO handles strategy/operations; Chair sets agendas and presides .
- Independence: Board determined Buswell (and McGarrity, Bottoms, Jenkins) to be independent under Nasdaq standards .
- Class/Term: Class III; term expires at conclusion of 2027 annual meeting .
- Risk oversight: Audit Committee oversees financial, information security/cyber/data privacy risk; Compensation oversees compensation risk; Nominating oversees independence/conflict risks; reports to full board .
- Committee memberships (as of Oct 14, 2025):
- Audit Committee: Co-Chair (Buswell, Jenkins co-chairs; Bottoms member) .
- Compensation Committee: Member (Bottoms chair; Buswell and Jenkins members) .
- Nominating & Corporate Governance Committee: Member (McGarrity chair; Buswell member) .
- Audit Committee engagement: Signed report recommending inclusion of 2024 audited financials in Form 10-K (with Bottoms, Jenkins) .
- Attendance: Specific board/committee attendance rates are not disclosed; committees were formed January 2025 and did not meet in 2024 .
Fixed Compensation
- Director cash retainer, chair fees, and meeting fees: Not disclosed in the 2025 proxy; non‑employee directors (including Buswell) were appointed in January 2025 and are not included in the 2024 director compensation table .
Performance Compensation
- Equity awards to directors: The company issued all 4,000,000 shares initially reserved under the 2025 Equity Incentive Plan during 2025 as time‑based RSUs to key employees and directors; Buswell’s beneficial ownership includes 100,000 shares issuable under RSUs within 60 days of the record date (Oct 14, 2025) .
- Plan features impacting directors:
- Change‑in‑control: Options become immediately exercisable; RSUs/restricted stock become fully vested; performance award conditions lapse .
- Repricing: Underwater option repricing prohibited without stockholder approval .
- Administration: Compensation Committee administers awards and may impose service/performance conditions .
| Metric/Feature | Detail |
|---|---|
| Award type | Time‑based RSUs to directors; Buswell has 100,000 RSUs issuable within 60 days of Oct 14, 2025 |
| Vesting schedule | Specific director vesting dates not disclosed; RSUs counted as beneficial ownership if vest within 60 days |
| Change‑in‑control treatment | RSUs/restricted stock immediately vest; options immediately exercisable |
| Repricing policy | Repricing of underwater options prohibited without stockholder approval |
| Performance metrics | The plan permits performance awards, but specific director performance metrics are not disclosed |
| 2025 Plan Dilution Indicators | Amount |
|---|---|
| Initial 2025 Plan reserve issued (time‑based RSUs) | 4,000,000 shares |
| Proposed share increase (Proposal 4) | +6,800,000 shares |
| Total plan share limit post‑increase | 10,800,000 shares |
| Burn rate (2025, basic WACS basis) | 9% (not accounting for forfeitures) |
| Overhang (plan total vs shares outstanding) | 10,800,000 shares = 15.16% of 71,219,522 |
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | No current public company directorships or disclosed interlocks; prior employment with Rapiscan/Morpho (industry competitors) could present perceived bias but no related‑party transactions disclosed . |
Expertise & Qualifications
- Security screening industry leadership (Rapiscan/Morpho), government contracting expertise, and DHS technology oversight for TSA/CBP/USSS/FEMA; strong operational pedigree and national security coordination experience .
- Education: U.S. Naval Academy (B.S., Systems Engineering); George Washington University (MBA) .
Equity Ownership
| Holder | Form of Ownership | Shares | Percent of Class | Notes |
|---|---|---|---|---|
| Bradley Buswell | RSUs issuable within 60 days of record date | 100,000 | <1% | No direct common shares disclosed; RSUs considered beneficial if vestable within 60 days |
| All directors & officers as a group (9) | Various | 1,659,931 | 2.33% | Group total disclosed |
- Hedging/pledging: Company policy prohibits hedging/monetization transactions and pledging of company securities for designated directors/officers .
- Ownership guidelines: Not disclosed .
- Pledged shares: None disclosed .
Governance Assessment
- Strengths
- Independent Chairman with deep sector and DHS leadership experience; committees balanced with independent directors; separation of Chair/CEO roles enhances oversight .
- Audit Committee co‑chair role, with formal report recommending 2024 audited financials inclusion; clear committee charters and risk oversight allocation .
- Anti‑hedging/pledging policy; equity plan prohibits underwater option repricing without shareholder approval .
- Risks / Red flags
- Nasdaq non‑compliance (bid price, market value deficiencies) with proposals for reverse splits up to an aggregate 1‑for‑250; potential for reduced liquidity and governance optics around listing maintenance .
- Auditor resignation (UHY) citing 10‑Q filing before completion of review; company disclosed material weaknesses in ICFR in 2023–2024—heightened audit committee workload and investor confidence sensitivity .
- Significant equity plan expansion and 10‑year evergreen proposal (+3% annually), with 2025 burn rate at 9% and total plan overhang at 15.16%—signals dilution risk and pay structure reliance on equity; board/Comp Committee must demonstrate alignment and restraint .
- Equity line of credit (ARC Group) could result in majority ownership upon full draw (approx. 61.93% of outstanding), creating potential change‑of‑control dynamics—board should ensure robust minority protections and disclosures .
Overall, Buswell’s independence, sector expertise, and audit leadership are positives for board effectiveness. The contemporaneous audit/internal control issues, listing compliance challenges, and aggressive equity plan design elevate governance and dilution risk; sustained audit remediation, transparent director pay disclosure, and prudent use of equity financing are critical to investor confidence .