Michael McGarrity
About Michael McGarrity
Michael McGarrity, age 57, is an independent Class II director of ScanTech AI Systems Inc. (STAI), with a term expiring at the 2026 annual meeting. He currently serves as Chair of the Nominating and Corporate Governance Committee. McGarrity is a former FBI Assistant Director for Counterterrorism with 28 years of public service (23 at the FBI) and is Vice President, Global Security at Capital One, holding a J.D. from the Catholic University of America and executive certificates from Harvard Kennedy School, UVA Darden, and Northwestern. The board has affirmatively determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Bureau of Investigation (FBI) | Assistant Director, Counterterrorism; prior leadership including extraterritorial squad supervisor and Special Agent in Charge (NY) | Not disclosed (23 years at FBI) | Led daily oversight of all CT operations across 56 field offices and ~80 overseas offices |
| Central Intelligence Agency (CIA) / White House National Security Council | Director of Counterterrorism (NSC); service at CIA | Not disclosed | Regular engagement with congressional leaders and senior US/foreign security officials |
| Global Guardian LLC | Vice President, Global Risk Services | Not disclosed | Advised Fortune 500 clients on global security, crisis, and emergency response |
| ScanTech Identification Beam Systems, LLC (SIBS) | Board member | Not disclosed | Security domain expertise aligned with STAI’s markets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Capital One | Vice President, Global Security | Current | Leads global risk detection/mitigation team |
| International Association of Chiefs of Police (IACP) | Committee on Terrorism, Member | Current | Professional association role |
| Five Eyes Leadership in Counterterrorism (LinCT) | Board Member (past) | Not disclosed | International leadership program |
Board Governance
- Independence and class/tenure: Independent director; Class II term through 2026 annual meeting. No family relationships with executives or directors.
- Committee leadership: Chair, Nominating & Corporate Governance (appointed Aug 22, 2025); not on Audit or Compensation.
- Board structure and oversight: STAI separates Chair and CEO roles (Chair: Bradley Buswell; CEO: Dolan Falconer). Board oversees major risks; Audit handles financial, cybersecurity and data privacy; Compensation oversees pay risk; Nominating/Governance oversees board independence and conflicts.
- Policies signaling governance rigor: Anti-hedging/anti-pledging policy for directors/officers; SEC/Nasdaq-compliant clawback policy adopted.
- Committees were formed in January 2025; therefore, no 2024 committee meetings/attendance were reported. 2025 attendance rates were not disclosed.
Fixed Compensation
| Component | Amount/Detail | Period/Grant Date | Notes |
|---|---|---|---|
| Annual cash retainer (board) | Not disclosed | 2025 | Non-employee directors appointed in Jan 2025; proxy does not specify cash retainers for 2025. |
| Committee membership fees | Not disclosed | 2025 | Not detailed in proxy. |
| Committee chair fee (NCG Chair) | Not disclosed | 2025 | Not detailed in proxy. |
| Meeting fees | Not disclosed | 2025 | Not detailed in proxy. |
The DEF 14A does not specify director cash compensation amounts for 2025; only that the 2025 Equity Plan was used to grant equity to directors.
Performance Compensation
| Element | Structure | Metrics | Notes |
|---|---|---|---|
| Annual director equity | Time-based RSUs; McGarrity beneficially holds 100,000 RSUs issuable within 60 days of the Oct 14, 2025 record date | No director performance metrics disclosed | Acceleration upon change in control per 2025 Plan (outstanding RSUs vest). |
| Performance-based awards | Not disclosed for directors | N/A | The plan permits performance awards, but none are disclosed for directors. |
Other Directorships & Interlocks
| Company | Role | Public? | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in STAI proxy. |
Expertise & Qualifications
- Counterterrorism and national security leadership (FBI Assistant Director; CIA/NSC service) applicable to aviation and critical infrastructure screening markets.
- Corporate security operations (VP Global Security at Capital One), relevant to enterprise risk and cyber/physical security oversight.
- Legal training (J.D.) and executive education (Harvard KSG, UVA Darden, Northwestern) supporting governance and compliance rigor.
- Recognitions include Distinguished Presidential Rank Award and DOJ Victim Assistance Award.
Equity Ownership
| Metric | Shares/Units | % of Class | Notes |
|---|---|---|---|
| Total beneficial ownership | 105,000 | <1% | Consists of 5,000 shares held directly and 100,000 RSUs issuable within 60 days of the record date (Oct 14, 2025). |
| Shares outstanding (record date) | 71,219,522 | — | Record date for 2025 annual meeting. |
| Pledging/Hedging | Prohibited by policy | — | Anti-hedging and anti-pledging policy applies to directors. |
| Change-in-control treatment | RSUs accelerate | — | Outstanding RSUs vest upon change in control under the 2025 Plan. |
Insider Trading Activity
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| Not disclosed in DEF 14A | — | — | — | The proxy includes beneficial ownership but no Form 4 transaction details; refer to SEC Forms 4 for any subsequent activity. |
Potential Conflicts & Related-Party Exposure
- Independence confirmed; no family relationships with executives/directors.
- No related-party transactions involving McGarrity disclosed. (Related-party items disclosed pertain to other individuals.)
- Insider trading controls in place (pre-clearance, blackout periods, Rule 10b5-1 plans permitted).
Governance Assessment
- Positives for board effectiveness: McGarrity brings deep operational national security expertise and currently leads corporate security at a major financial institution—well-suited for risk oversight in STAI’s regulated security markets. His chair role on Nominating & Corporate Governance positions him to influence board composition and governance processes.
- Alignment signals: Equity ownership via RSUs (100,000 units) supports alignment; anti-hedging/pledging and clawback policies strengthen investor protection.
- Gaps/risks to monitor: The proxy lacks clear disclosure of director cash retainers/fees and attendance for 2025 to date. Broader company-level governance challenges exist, including Nasdaq minimum bid and market value deficiencies prompting reverse split authorizations, and auditor resignation with disclosed material weaknesses—areas where the board’s oversight, including McGarrity’s governance leadership, will be critical to investor confidence.
RED FLAGS (director-specific): None identified for McGarrity (no related-party transactions, pledging, or independence concerns disclosed). Company-level issues (Nasdaq notices, reverse split authorization, auditor transition, internal control weaknesses) warrant enhanced board oversight but are not specific to McGarrity.