Roosevelt Council
About Roosevelt Council
Roosevelt Council (66) is a Class I director nominee at ScanTech AI Systems Inc. (STAI), slated for a three-year term ending at the 2028 annual meeting if elected. He is a seasoned finance and operations executive: Chief Financial Officer for the City of Atlanta since June 2018, previously General Manager of Hartsfield-Jackson Atlanta International Airport (H-JAIA) from January 2017 after serving three years as Deputy General Manager and CFO at H-JAIA. He holds B.B.A. degrees from the University of Memphis (1987) and Delta State University (1982).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City of Atlanta | Chief Financial Officer | Jun 2018 – present | Oversight of city finance and budgeting; senior leadership under Mayor Keisha Lance Bottoms |
| Hartsfield-Jackson Atlanta International Airport (H-JAIA) | General Manager | Jan 2017 – 2018 | Led operations at busiest airport; transition from CFO role |
| Hartsfield-Jackson Atlanta International Airport (H-JAIA) | Deputy General Manager & CFO | ~2014 – 2016 (three years prior to GM start) | Led financial management and airport operations support |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Atlanta Beltline Affordable Housing Advisory Board | Member | Not disclosed | Civic oversight role |
| Atlanta Technical College | Local Board of Directors, Member | Not disclosed | Academic governance role |
Board Governance
- Board status: Nominee for Class I director; election recommended by Board and Nominating & Corporate Governance Committee; no selection arrangements disclosed.
- Independence: Board determined current directors McGarrity, Bottoms, Buswell, and Jenkins are independent; Council’s independence will be determined upon election (not explicitly stated in proxy).
- Committee context (current membership for reference; Council not assigned yet):
- Audit: Bottoms, Buswell (Co-Chair), Jenkins (Co-Chair)
- Compensation: Bottoms (Chair), Buswell, Jenkins
- Nominating & Corporate Governance: McGarrity (Chair), Buswell
- Family relationships: None among directors and executive officers.
- Attendance: Not disclosed for 2025; committees formed in Jan 2025 and did not hold meetings in 2024.
Fixed Compensation
- Annual cash retainer, committee fees, meeting fees: Not disclosed for STAI’s 2025 non-employee directors in the proxy.
- Equity program: STAI’s 2025 Plan in effect; in 2025, 4,000,000 RSUs were granted to key employees and directors (typical grant indicated as 100,000 RSUs for current independent directors). Council, as nominee, has no disclosed grant yet.
Performance Compensation
| Element | Metric | Target/Design | Vesting/Terms |
|---|---|---|---|
| Director performance-based pay | None disclosed | Not applicable for directors | Not disclosed |
| Equity Plan features | Performance Awards allowed | Committee may set performance criteria | Change-in-control: options/RSUs vest fully; performance award conditions lapse |
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| City of Atlanta | Government | CFO since 2018 | Prior working relationship with STAI director Keisha Lance Bottoms (served as Mayor); familiarity signal, not a related-party transaction per disclosures |
| Atlanta Beltline Affordable Housing Advisory Board | Civic | Member | No STAI-related transaction disclosed |
| Atlanta Technical College (Local Board) | Academic | Member | No STAI-related transaction disclosed |
Expertise & Qualifications
- Finance leadership and public sector budgeting/controls; airport operations/logistics; transportation sector experience.
- Suitable for audit and risk oversight given CFO tenure and operational background; no explicit designation as “audit committee financial expert” (current designation is James Jenkins).
Equity Ownership
| Holder | Shares | % of Class | Notes |
|---|---|---|---|
| Roosevelt Council | Not disclosed | Not disclosed | Not listed among beneficial owners as of the Oct 14, 2025 record date |
| Anti-hedging/pledging | Policy | N/A | Directors/officers prohibited from hedging/pledging Company securities (alignment positive) |
Governance Assessment
- Strengths:
- Deep municipal CFO background and large-scale operations management (airport), relevant to STAI’s government/critical-infrastructure customer base.
- Board majority independent; formal committees with clear chairs; Code of Ethics and Clawback policy in place (clawback applies to executive officers).
- Watch items / RED FLAGS:
- Internal control material weaknesses disclosed for 2023–2024; auditor (UHY) resignation tied to a 10-Q filing before review; elevates need for strong audit oversight.
- Nasdaq compliance risks: bid price deficiency notice (min $1) and market value deficiencies; Board seeking flexibility for reverse stock splits up to an aggregate 1-for-250 to maintain listing.
- Significant potential dilution via ELOC with ARC Group; full issuance scenario implies ARC could own ~61.93% (subject to ownership limits), which is a control/dilution risk impacting investor confidence.
- Equity plan expansion and evergreen provision (3% annual increases for 10 years) increase overhang; governance scrutiny warranted on pay-for-performance alignment versus dilution.
- Implications for Council’s effectiveness:
- His finance/operations expertise aligns with remediation of controls and oversight of capital decisions (reverse split/ELOC); however, no committee assignments yet and no disclosed STAI equity ownership reduce immediate “skin-in-the-game” alignment.
Overall: Council’s public finance and transportation logistics background is additive for STAI’s market focus and risk oversight, but concurrent company-level governance risks (controls, auditor resignation, Nasdaq deficiencies, dilution mechanisms) heighten the importance of clear independence affirmation, committee placement (Audit/Nominating), and transparent director compensation/equity alignment upon election.