Dolan Falconer

About Dolan Falconer

Dolan Falconer, 69, is President, Chief Executive Officer and a Class III director of ScanTech AI Systems Inc. (STAI). He has led STAI since the January 2025 business combination that took SIBS public, and holds B.S. and M.S. degrees in Nuclear Engineering from Georgia Tech . The board has an independent Chairman; Falconer is not classified as an independent director, and his Class III term runs through the 2027 annual meeting . STAI is in early commercialization; the proxy does not disclose CEO TSR/revenue/EBITDA-linked goals for 2024, and the company is resetting its framework post‑listing .

Past Roles

External Roles

Fixed Compensation

Notes:

• Historical SIBS consulting agreement: $324,140 annual base (voluntarily reduced to $295,000 in Aug 2020) prior to the public listing transition; severance of one year’s consulting fee if terminated without cause or for good reason (legacy terms pre‑business combination) .
• Post‑listing: each NEO (including Falconer) entered new employment agreements providing increased base salaries and target annual bonus opportunities; the Compensation Committee expects to determine the public company framework going forward (specific targets not disclosed in the 2025 proxy) .

Performance Compensation

Observations:

• The 2025 Equity Incentive Plan supports options, RSUs and performance awards; the plan permits time‑based and performance‑based vesting, dividend equivalents on RSUs (if provided), and settlement in cash/shares .
• The proxy does not disclose Falconer’s specific annual metric weightings/targets or PSU designs for 2024; the company notes its pay framework is evolving post‑listing .
• Change in control under the 2025 Plan accelerates vesting of options/RSUs and lapses conditions on performance awards (single‑trigger equity acceleration at CIC) .

Equity Ownership & Alignment

Recent insider equity conversion (non‑open‑market):

• On September 26, 2024, Falconer converted $1,189,716 of deferred compensation/fees into 275,751 shares upon closing of the business combination (components included deferred comp, late fees, deferred incentive, hardship compensation, and expense reimbursement net of advances) .

Plan supply and potential dilution context:

• 4,000,000 shares under the 2025 Plan were fully granted as time‑based RSUs to key employees and directors during 2025; board proposes adding 6,800,000 shares and adopting a 3% evergreen for 10 years, subject to stockholder approval .

Employment Terms

• Legacy Falconer Agreement (SIBS): consulting agreement dated June 1, 2018; base $324,140 (reduced to $295,000 in Aug 2020); severance equals one year’s consulting fee if terminated without cause or for good reason .
• Post‑business combination: new NEO employment agreements executed, with higher base and target bonus opportunities (specific terms not disclosed in the proxy) .
• Equity treatment at Change in Control (Plan): outstanding options become immediately exercisable; RSUs become fully vested/non‑forfeitable; performance award conditions lapse (equity single‑trigger acceleration) .
• Clawback: mandatory recovery of erroneously awarded incentive comp in event of accounting restatement per SEC/Nasdaq rules .
• Anti‑Hedging/Pledging: directors/officers prohibited from hedging and from pledging company securities .

Board Governance

Dual‑role implications:

• Governance mitigant: separate, independent Chair and fully independent Audit/Comp/Nominating committees .
• Falconer’s director role brings operating insight; lack of committee roles helps preserve committee independence .

Related Party & Other Governance Considerations

• Falconer advanced company expenses historically and converted deferred compensation into equity at the de‑SPAC closing (alignment positive; note timing) .
• Company‑level governance backdrop: 2025 auditor resignation and replacement; prior material weaknesses in ICFR disclosed; company seeking stockholder approvals for reverse split plan and equity line to address Nasdaq compliance and financing flexibility .

Compensation Structure Analysis

• Mix shift toward equity: Falconer’s equity grant value increased markedly in 2024 ($800,577 vs. $101,787 in 2023), raising the at‑risk component and potential alignment with shareholders if value is realized .
• Plan design flexibility but limited disclosed metrics: while the 2025 Plan supports PSUs and performance criteria, the proxy does not disclose CEO performance metric weightings/targets for 2024; the Compensation Committee plans to set a public‑company framework going forward .
• CIC provisions: single‑trigger equity vesting at change in control may weaken retention post‑CIC and can be shareholder‑unfriendly vs. double‑trigger structures .
• Policy safeguards: anti‑hedging/pledging and a compliant clawback policy reduce misalignment and misconduct risk .
• Equity overhang expanding: all 4.0M initial plan shares granted as RSUs in 2025; board proposes 6.8M share increase plus a 3% evergreen, elevating dilution and future supply of stock into the market .

Director & Committee Compensation (context)

• Non‑employee director specific fees not detailed for 2025 in the proxy (new board formed in 2025); plan caps director equity/cash at $750,000 in first year and $500,000 thereafter (plan limit) .

Equity Ownership & Beneficial Holders (Context)

Investment Implications

• Alignment rising, but ownership still modest: Falconer’s ownership (<1%) is modest relative to float, but his 2024 equity grant and prior conversion of deferred compensation into stock increase alignment; anti‑hedging/pledging and clawback policies are positives .
• Pay-for-performance visibility is limited: absence of disclosed CEO performance metrics/weightings in 2024 limits assessment of incentive rigor; watch for 2026 CD&A to codify revenue/EBITDA/order intake or TSR‑based PSUs .
• Retention vs. overhang: single‑trigger CIC vesting could pull forward value at transaction events; the proposed 6.8M plan increase and evergreen raise dilution risk, potentially adding medium‑term selling pressure as RSUs vest .
• Governance guardrails: independent Chair and independent committees mitigate dual‑role concerns; however, company‑level control and financing actions (reverse split authority, equity line) point to capital structure volatility that can influence realizable pay and retention incentives .

Overall: For trading, monitor equity plan approvals, RSU grant cadence, and any Form 4 activity around vesting to gauge near‑term supply pressure. For fundamental investors, look for disclosure of formal performance metrics and multi‑year targets in the next proxy to judge pay‑performance alignment, and watch governance remediation of prior ICFR weaknesses and auditor transition .