Shawn Henry
About Shawn Henry
Age 63. Independent director of ShoulderUp Technology Acquisition Corp. (“SUAC”) since November 19, 2021; currently serves as Chairman of the Board. Former Executive Assistant Director at the FBI; since 2012 has led CrowdStrike’s services and security functions (President of CrowdStrike Services and Chief Security Officer). He holds a B.B.A. from Hofstra University and an M.S. in Criminal Justice Administration from Virginia Commonwealth University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Bureau of Investigation | Executive Assistant Director (final role); previously multiple leadership roles | 1989–2012 | Oversaw all FBI criminal and cyber investigations worldwide, international operations, and critical incident response; led global computer crime investigations; Presidential Rank Award for Meritorious Executive for enhancing FBI cyber capabilities |
External Roles
| Organization | Role | Since | Committees/Impact |
|---|---|---|---|
| CrowdStrike, Inc. / CrowdStrike Services | President, CrowdStrike Services; Chief Security Officer (also referenced as Chief Strategy Officer in roles table) | 2012–present | Leads incident response and cyber investigations globally |
| Clear Secure, Inc. (NYSE: YOU) | Independent Director | By 2024 | Audit Committee member |
| Global Cyber Alliance (non-profit) | Director/Board member | Since 2015 | Governance and cybersecurity advocacy |
| Advisory Boards (Georgetown Univ. Law Center Cybersecurity Law Institute; Anti-Defamation League Center for Technology & Society; DoControl; Hofstra Engineering & Applied Science) | Advisor/Board member | Various (2016–2024) | Cybersecurity, technology, and policy advisory work |
Board Governance
- Independence: Board determined Shawn Henry is an “independent director” under NYSE standards.
- Chair role: SUAC Chairman and Director.
- Committee memberships: Audit Committee member (designated “audit committee financial expert” by the Board); Nominating & Corporate Governance Committee member.
- Board structure: Seven-member, classified board. Henry’s class (Class II) term expires at the second annual meeting.
- Executive sessions: Independent directors to have regularly scheduled meetings.
| Governance Metric (FY 2024) | Value |
|---|---|
| Board meetings held | 4 |
| Director attendance | All directors attended ≥75% of meetings |
Fixed Compensation
- SUAC director compensation: No director fee or equity compensation disclosure for SUAC in the cited filings. (Not disclosed in the 1/13/2025 DEF 14A or FY2024 10-K sections reviewed)
- External (Clear Secure, Inc. – 2024): Cash fees $35,000; Stock awards (RSUs) $174,999; total $209,999. RSUs outstanding as of 12/31/2024: 19,180.
| Company (Year) | Cash Fees ($) | Stock Awards ($) | Total ($) | RSUs Outstanding |
|---|---|---|---|---|
| Clear Secure (2024) | 35,000 | 174,999 | 209,999 | 19,180 RSUs |
Performance Compensation
- SUAC: No performance-based director compensation disclosed.
- Clear Secure (YOU): Director RSUs granted in 2024 were time-based (no performance metrics disclosed).
| Company | Award Type | Grant Date | Shares/Units | Grant-date Fair Value | Performance Metrics |
|---|---|---|---|---|---|
| Clear Secure (YOU) | RSUs | June 13, 2024 | 9,771 | 174,999 | None disclosed |
Other Directorships & Interlocks
| Company | Ticker | Role | Committee Roles |
|---|---|---|---|
| ShoulderUp Technology Acquisition Corp. | SUAC | Chairman and Director | Audit (member); Nominating & Corporate Governance (member) |
| Clear Secure, Inc. | YOU | Independent Director | Audit (member) |
Expertise & Qualifications
- Cybersecurity, national security, and incident response leadership (FBI Executive Assistant Director; President, CrowdStrike Services; CSO CrowdStrike).
- Governance and financial oversight: Board designated “audit committee financial expert.”
- Academic credentials: B.B.A. (Hofstra); M.S. Criminal Justice Administration (VCU); Homeland Security Executive Leadership Program graduate.
Equity Ownership
- SUAC beneficial ownership (as of Jan 13, 2025): Company table shows no direct beneficial ownership reported for Shawn Henry; Sponsor (ShoulderUp Technology Sponsor LLC) beneficially owned 11,800,000 shares (95.59%). Officers/directors (including Henry) may have indirect pecuniary interests in Sponsor and disclaim beneficial ownership except to the extent of their pecuniary interest.
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Shawn Henry | — | — |
| ShoulderUp Technology Sponsor LLC | 11,800,000 | 95.59% |
Governance Assessment
-
Strengths
- Independent director with deep cyber risk expertise; designated audit committee financial expert—supports board oversight of controls and risk.
- Committee engagement across Audit and Nominating & Governance; attendance threshold met (≥75%).
- External public company board experience (YOU) and audit committee role enhance governance literacy.
-
Risks and potential conflicts (SPAC-specific)
- Sponsor control: Initial stockholders (including Sponsor) held ~95.59% and intend to vote in favor of charter extensions—public float has limited influence.
- Sponsor economics: Founder shares and private placement units could be rendered worthless if no business combination closes, creating incentive to conclude a deal that may not optimally align with public shareholders; company describes this misalignment explicitly.
- Non-redemption agreements: Up to 1,642,666 founder shares allocated to non-redeeming stockholders contingent on closing, a potential dilution source and incentive complication.
- Administrative fee and accrued balances payable to Sponsor (e.g., $10,000 monthly; $208,272 accrued as of 9/30/2024) reflect ongoing related-party dependence.
-
Independence and alignment
- Henry is classified as independent; however, officers and directors are members of or have economic interests in the Sponsor (disclaiming beneficial ownership except for pecuniary interest), which may pose perceived alignment questions typical for SPACs.
-
Process and oversight
- Audit committee responsibilities include pre-approving related-party transactions and overseeing auditor independence, with Henry as financial expert—mitigates certain conflict risks if rigorously applied.
RED FLAGS: Sponsor’s dominant voting power (95.59%); founder-share incentives to complete a deal; non-redemption share transfers; heavy reliance on related-party support arrangements.