Keisha Lance Bottoms
About Keisha Lance Bottoms
Keisha Lance Bottoms (age 55) serves as an independent Class I director of ScanTech AI Systems Inc. (STAI), appointed following the January 2025 business combination; she will not stand for re-election at the November 21, 2025 annual meeting, and her term ends at that meeting . She is Chair of the Compensation Committee and a member of the Audit Committee, with the board determining her independence under Nasdaq rules . Her background includes serving as Mayor of Atlanta and Senior Advisor to President Joe Biden, with broad governance and policy leadership experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City of Atlanta | Mayor | Not disclosed | Led an almost $2B enterprise with ~10K employees; equity-focused leadership; recognized as 2020 Georgian of the Year |
| U.S. Federal Government | Senior Advisor to President Joe Biden | Not disclosed | Led strategy and engagement on key initiatives; member of President’s Export Council |
| U.S. Conference of Mayors | Chair, Community Development & Housing Committee; Chair, Census Task Force | Not disclosed | National policy leadership in housing and census coordination |
| Democratic National Committee | Chair, Platform Committee (2020); Vice Chair of Civic Engagement & Voter Protection | Not disclosed | Party platform leadership and voter protection initiatives |
| City of Atlanta | Judge; City Councilmember | Not disclosed | Only Atlanta Mayor to serve in all three branches of city government |
External Roles
| Organization | Role | Notes |
|---|---|---|
| President’s Export Council | Member | Principal national advisory committee on international trade |
| Coinbase | Advisory Board Member | Advisory board role at a public company; not a corporate director |
| JPMorgan Chase Advancing Black Pathways | Advisory Board Member | Advisory role; not a corporate directorship |
| University of Chicago Institute of Politics | Advisory Board Member | Advisory role |
Board Governance
- Independence: The board determined that Keisha Lance Bottoms is independent under Nasdaq rules; STAI’s board (excluding the CEO) is comprised of independent directors .
- Committee assignments (as of Oct 14, 2025): Keisha Lance Bottoms serves on Audit and Compensation, and is Chair of Compensation .
| Director | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Keisha Lance Bottoms | X | X (Chair) | |
| Bradley Buswell | X (Co-Chair) | X | X |
| James Jenkins | X (Co-Chair) | X | |
| Michael McGarrity | X (Chair) |
- Audit Committee: Bottoms, Buswell, Jenkins (co-chairs Buswell/Jenkins); all independent and financially literate; committee formed January 2025 and held no meetings in 2024 .
- Compensation Committee: Bottoms (Chair), Buswell, Jenkins; all independent; committee formed January 2025 and held no meetings in 2024; meets regularly in executive session and may retain independent advisors .
- Nominating & Corporate Governance Committee: Buswell and McGarrity (Chair); formed January 2025; no meetings in 2024 .
- Attendance disclosure: Specific board/committee meeting attendance rates for 2025 are not disclosed; STAI policy encourages director attendance at annual meetings .
Fixed Compensation
- Director cash retainer, committee chair/member fees, and meeting fees for STAI’s non-employee directors (appointed Jan 2025) are not disclosed in the 2025 proxy; the director compensation table covers SIBS directors for 2024 and shows no amounts as STAI’s non-employee directors were appointed in January 2025 .
- Plan caps for non-employee directors: Aggregate value cap of $750,000 for the first calendar year of service, and $500,000 for each year thereafter (cash + equity grant-date fair value) .
| Component | Terms |
|---|---|
| Non-Employee Director Award Limit | $750,000 first year; $500,000 thereafter (cash + equity grant-date fair value) |
| Committee Advisor Authority | Compensation Committee may retain consultants/advisors; oversight of advisor independence factors |
Performance Compensation
- No performance-based metrics tied to director compensation are disclosed for Bottoms; Compensation Committee processes contemplate incentive/equity plans but specific director metrics are not provided .
- Equity Plan features: Plan prohibits option repricing without stockholder approval; evergreen increase of share reserve by 3% annually from Jan 1, 2026–2035 (board may reduce/waive annual increase); Compensation Committee administers awards and may set performance criteria .
| Award Type | Metric | Vesting | Amount |
|---|---|---|---|
| RSUs (director) | Not disclosed | Not disclosed | 100,000 RSUs for Bottoms, issuable within 60 days of record date |
| Options (plan terms) | Fair market value ≥ 100% (or 110% if >10% owner) of grant-date price | Not disclosed | Not disclosed |
| Repricing Policy | N/A | N/A | Repricing of underwater options prohibited without stockholder approval |
| Evergreen Provision | N/A | N/A | Share reserve increases 3% annually (2026–2035), unless board acts to reduce/waive |
Other Directorships & Interlocks
- Public company boards: No other public company board directorships are disclosed for Bottoms .
- Advisory roles: Coinbase (public company), JPM ABP, UChicago IOP (advisory boards) .
- Potential interlocks/conflicts: No related-party transactions involving directors meeting SEC thresholds were disclosed for the last two fiscal years except as described; none attributed to Bottoms in the proxy .
Expertise & Qualifications
- Governance/policy expertise from leadership roles as Mayor of Atlanta and Senior Advisor to the U.S. President; recognized for visionary leadership and equity-focused philosophy .
- Risk oversight: Active board and committee oversight of financial, cybersecurity, and governance risks; Bottoms participates in Audit and chairs Compensation .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Keisha Lance Bottoms | 100,000 | <1% | Consists of shares issuable pursuant to RSUs within 60 days of the record date |
| Shares Outstanding (record date) | 71,219,522 | — | Record date October 14, 2025 |
- Vested vs. unvested: Not disclosed; beneficial ownership for Bottoms consists of RSUs issuable within 60 days .
- Pledging/hedging: Not disclosed in proxy; corporate policy notes avoidance of transactions while in possession of MNPI and adoption of clawback policy for executives (not directors) .
Governance Assessment
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Strengths:
- Independent director; chairs Compensation and serves on Audit, supporting oversight of pay and financial reporting .
- Compensation Committee meets in executive session and may retain independent advisors, indicating robust process design .
- Equity alignment via RSU grant (100,000 shares issuable), albeit small relative to total shares outstanding .
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Watch items / RED FLAGS:
- Financial statement restatement for Q1 and Q2 2025 due to compensation expense timing related to business combination; management identified a material weakness in internal control over financial reporting, with Audit Committee involved—this is a governance risk and investor confidence headwind .
- Board/committee formation in January 2025 with no meetings in 2024; limited historical committee activity disclosures and no 2025 attendance rates disclosed .
- Evergreen provision in equity plan (automatic 3% annual share reserve increase) may contribute to dilution; non-employee director award cap mitigates, but monitoring is warranted .
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Near-term change:
- Bottoms will not stand for re-election at the Nov 21, 2025 annual meeting; transition implications for Compensation Committee leadership and Audit Committee membership should be monitored .