James Jenkins

About James Jenkins

James Jenkins is an independent director of ScanTech AI Systems Inc. (STAI) and co-chairs the Audit Committee; he also serves on the Compensation Committee . He is currently the Chief Executive Officer, Chairman, and President of Lakeland Industries, Inc.; previously he was General Counsel and Vice President of Corporate Development at Transcat, Inc. until June 1, 2024, and a longtime partner at Harter Secrest & Emery LLP . He holds a BA from the Virginia Military Institute and a J.D. from West Virginia University College of Law . As of the proxy record date, Jenkins was age 61 and a Class I director; he was not standing for re-election at the November 21, 2025 annual meeting and would serve until the expiration of his term at that meeting .

Past Roles

External Roles

Interlocks/overlaps: Jenkins is a sitting CEO/Chair of Lakeland while serving as an independent director at STAI; no related-party transactions involving Jenkins were disclosed by STAI in the last two fiscal years .

Board Governance

• Independence and status:
  • Board determined Jenkins is independent under Nasdaq rules; only the CEO is non-independent .
  • Board designated Jenkins an “audit committee financial expert” and financially sophisticated under Nasdaq rules .
• Committee assignments (as of Oct 14, 2025):
  • Audit Committee: Jenkins (Co-Chair), Buswell (Co-Chair), Bottoms (Member) .
  • Compensation Committee: Jenkins (Member); Bottoms (Chair); Buswell (Member) .
  • Nominating & Corporate Governance Committee: McGarrity (Chair); Buswell (Member); Jenkins not a member .
• Committee formation and 2024 activity:
  • Audit, Compensation, and Nominating Committees were formed in January 2025; they held no meetings during 2024 (formation timing) .
• Risk oversight:
  • Audit Committee responsibilities include oversight of financial reporting, internal controls, and auditor independence; confidential reporting procedures are established .
  • The board describes an active role in risk oversight at the full board and committee levels, including cybersecurity and data privacy under Audit; compensation risk under Compensation; independence/conflicts under Nominating & Governance .

Fixed Compensation

• Policy guardrails and plan design:
  • Non-Employee Director award cap: max total annual director compensation of $750,000 (first year) and $500,000 thereafter (cash plus equity, grant date fair value) .

Note: STAI’s definitive proxy states non-employee directors were appointed in January 2025 upon the business combination; therefore, 2024 director compensation disclosures in the preliminary proxy reflect the transition context and historical practice, whereas the definitive proxy does not list 2024 amounts for the newly appointed directors .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Designated Audit Committee Financial Expert (SEC definition) based on education and financial/accounting experience .
• Deep governance, securities law, capital markets, and M&A expertise from decades as a law firm partner and Transcat corporate officer directing acquisition strategy and advising on governance and securities law .
• Executive leadership credentials as CEO/Chair of a public company (Lakeland) .

Equity Ownership

• Pledging/hedging: No pledging disclosed; no related-party transactions involving Jenkins were disclosed in the last two fiscal years .
• Ownership guidelines: Not disclosed in the proxy materials reviewed .

Governance Assessment

• Strengths:
  • Independence and financial sophistication: Board affirmed independence; Jenkins designated as audit committee financial expert—supports robust audit oversight .
  • Relevant governance/M&A/legal expertise: Senior roles at Transcat and extensive securities/M&A background should aid oversight of capital markets, deals, and compliance .
• Risks/Red Flags:
  • Financial reporting restatement and control weakness: On Nov 3, 2025, STAI filed an Item 4.02 8‑K stating Q1 and Q2 2025 financials should no longer be relied upon due to mis-timed recognition of compensation related to non-redemption share awards; management identified a material weakness in ICFR and is pursuing remediation. As Audit Co‑Chair, Jenkins will be central to remediation and auditor oversight—a key near‑term governance test .
  • Auditor turnover: On Oct 6, 2025, the Audit Committee appointed Berkowitz Pollack Brant as the new independent auditor—audit continuity requires heightened audit committee diligence during restatement and remediation .
  • Equity plan features: Single‑trigger change‑in‑control acceleration for director/participant equity awards and an evergreen provision adding up to 3% of outstanding shares annually may be shareholder‑unfriendly if not tightly governed; non‑employee director compensation caps are relatively high for a small/emerging issuer .
  • Time commitments: Concurrent service as Lakeland’s CEO/Chair/President alongside STAI Audit Co‑Chair and Compensation member warrants monitoring for bandwidth and potential overboarding perceptions, though no conflicts/related‑party transactions are disclosed .

Outlook for board effectiveness: Jenkins’ audit expertise and public‑company leadership are positives, but investor confidence will hinge on successful, timely completion of restatements, ICFR remediation, and stable auditor oversight under the Audit Committee’s co‑chair structure .

Fixed Compensation (Detail)

Performance Compensation (Metrics Table)

Related-Party/Conflicts Check

• Company disclosure states no related-party transactions meeting Item 404 thresholds during the last two fiscal years; no Jenkins-specific related-party items are listed .
• Family relationships: None among directors and executive officers .

Attendance and Engagement

• Committee formation in Jan 2025; no committee meetings in 2024 due to timing; specific 2025 attendance rates are not disclosed in the reviewed materials .

Director Term and Transition

• Class I director; Jenkins will not stand for re-election at the Nov 21, 2025 annual meeting and continues to serve until term expiration at that meeting .