Scott Pomeroy
About Scott Pomeroy
Scott Pomeroy (age 64) is Chief Executive Officer and Chairman of XTI Aerospace, appointed at the closing of the XTI Merger in March 2024. He is a CPA with a BBA in Accounting from the University of New Mexico. Prior roles include CFO of Dex Media (oversaw >$10B of equity and debt capital raises), CEO/founder of Local Insight Media, and co‑founder of Gen3 Financial Services (led a $50M fund raise in 2021–22). He previously served as Legacy XTI’s CFO (consultant) and director, and has served on the AVX Aircraft Company board since 2009 . During 2024, XTI’s pay-versus-performance disclosure showed a very negative TSR metric and a net loss of $35.6 million, indicating significant market and operating headwinds in the period following the merger .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| XTI Aerospace (post-merger) | CEO and Chairman | Mar 2024–present | Leads capital formation and TriFan 600 development milestones embedded in bonus design |
| XTI Aircraft Company (Legacy XTI) | CFO (consultant) | Jul 2022–Mar 2024 | Prepared company for merger; received equity upon closing |
| XTI Aircraft Company (Legacy XTI) | Director | Feb 2023–Mar 2024 | Board oversight pre-merger |
| Dex Media | Chief Financial Officer | Prior to XTI | Oversaw equity/debt raises >$10B |
| Local Insight Media | CEO and Founder | Prior to XTI | Led operating strategy and growth |
| Gen3 Financial Services | Co‑founder | 2021–22 activity noted | Led capital raise for $50M fund |
| KPMG Peat Marwick | Early career | — | Audit/accounting foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| AVX Aircraft Company | Director | Since 2009 | Ongoing board service in aerospace |
Fixed Compensation
| Item | 2024 Value | Ongoing/Contracted Terms |
|---|---|---|
| Base Salary | $316,667 | $400,000 annual base per Employment Agreement (May 6, 2024); retroactive pay from Mar 13–May 6, 2024 totaled $60,606 |
| Target Bonus | $358,800 (actual 2024 cash bonus paid) | Baseline target 100% of base; cap 150%; payout based on weighted objective/subjective criteria including equity investments, average market cap, and TriFan 600 milestones; board determines bonus by Jan 31 following year |
| Benefits/Perqs | — | Six weeks of vacation; standard executive benefits; business expense reimbursement |
| All Other Compensation | $2,246,450 (consulting/transaction-related) | Includes accrued transaction bonuses earned as a consultant for XTI Aircraft Company up to merger closing |
Performance Compensation
Annual Incentive (Cash)
| Metric Category | Weighting | Target | Actual | Payout Mechanics |
|---|---|---|---|---|
| Equity investments raised | Not disclosed | Not disclosed | Not disclosed | Annual cash bonus baseline 100% of base, cap 150%; weighted objective/subjective criteria; board determines by Jan 31 |
| Average market capitalization | Not disclosed | Not disclosed | Not disclosed | See above |
| TriFan 600 development milestones | Not disclosed | Not disclosed | Not disclosed | See above |
Stock Options (Equity)
| Grant Date | Vehicles | Shares | Exercise Price | Vesting | Expiration | Grant Date Fair Value |
|---|---|---|---|---|---|---|
| Jun 12, 2024 | Non-qualified options | 11,250 | $117.50 | 1/3 per year on grant anniversaries | Jun 12, 2034 | $1,051,875 |
The company states equity awards are made under the 2018 Plan; grants occur case-by-case aligned to strategy; non-employee directors receive annual option grants per policy adopted May 2024 .
Pay vs Performance (Context)
| Year | PEO (Pomeroy) SCT Total | PEO “Compensation Actually Paid” | TSR Value of $100 Investment | Net Loss ($000s) |
|---|---|---|---|---|
| 2024 | $3,973,792 | $2,978,167 | $(99.99) | $35,603 |
Company notes CAP is not directly correlated with TSR; metrics used tend not to be financial performance measures such as TSR .
Equity Ownership & Alignment
| Detail | Amount |
|---|---|
| Total Beneficial Ownership (as of Sep 17, 2025) | 878,006 shares; 2.8% of outstanding |
| Directly Held | 1,429 shares |
| Options Exercisable within 60 Days | 876,577 shares |
| Unexercised/Unvested (FY-end 2024 disclosure) | 11,250 options unexercisable; strike $117.50; vest 1/3 annually |
| Pledging/Hedging | Prohibited: no margin accounts, no pledging as collateral, no short selling or similar hedging |
| Ownership Guidelines | Not disclosed |
Implications for selling pressure and alignment:
- A large number of options are currently exercisable (876,577 within 60 days of the 2025 record date), representing potential supply if in the money; vesting of the June 2024 grant also creates staged unlocks over three years .
- Policy prohibitions on pledging and hedging improve alignment and reduce forced-selling risk from margin calls .
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement Date | May 6, 2024 (Pomeroy Employment Agreement) |
| Role | CEO and Chairman of the Board |
| Term and Renewal | Ends Dec 31, 2025; one automatic one-year extension to Dec 31, 2026 unless either party gives non‑renewal notice by Mar 31, 2025 |
| Bonus Design | Baseline 100% of base; cap 150%; criteria include equity financing targets, average market cap, TriFan 600 milestones; board sets/awards annually by Jan 31 |
| Equity Eligibility | Eligible for additional options/other equity at board discretion under the 2018 Plan |
| Severance (No Cause / Good Reason) | Cash equal to base salary through end of employment period; payment for unused vacation; accrued but unpaid expenses; benefits per applicable plans/law. If Good Reason, COBRA premium reimbursements for the remainder of employment period or at least six months |
| For Cause Termination | Only unpaid compensation and unreimbursed expenses |
| Benefits/Time Off | Six weeks of vacation annually; standard executive benefits; expense reimbursement |
| Confidentiality/Restrictive Covenants | Confidential information provisions; non-compete not specified in proxy |
Board Governance (including dual-role implications)
| Topic | Detail |
|---|---|
| Board Structure | Classified board (Class I–III) with staggered 3-year terms; Pomeroy is a Class I director (term ends 2027) |
| Leadership | Pomeroy serves as both CEO and Chairman; board rationale: efficiency and CEO’s detailed operating knowledge; no policy requiring separation |
| Independence | Board determined all directors are independent under Nasdaq rules except Soumya Das and Scott Pomeroy (executive officers) |
| Committees (2024) | Audit: Irfan (Chair), Axton, Brody; met 3x in 2024 . Compensation: Brody (Chair), Axton, Irfan; met 3x . Governance: Axton (Chair), Brody; met 1x . Pomeroy is not listed as a member of standing committees . |
| Attendance | Board held 14 meetings in 2024; all directors attended ≥75% of board and committee meetings |
| Insider Trading/Alignment | Prohibits margin, pledging, and hedging by directors and officers |
Governance implications: The combined CEO/Chair role concentrates power and may reduce independent counterbalance, but all standing committees are composed of independent directors with authority to hire outside advisors; the board explicitly considers continued combined leadership as in the best interests of shareholders at this stage .
Director Compensation (context)
| Policy Element | Amount/Structure |
|---|---|
| Non-Employee Director Cash Retainers (adopted May 1, 2024) | Board: $50,000; Audit Chair: $20,000; Compensation Chair: $15,000; Governance Chair: $10,000; Audit member: $10,000; Compensation member: $7,500; Governance member: $5,000, all paid quarterly |
| Annual Equity for Directors | Annual stock option grant with fair market value equal to aggregate annual cash retainer (Black‑Scholes) at market strike |
| 2024 Director Pay (examples) | Brody $137,653 total; Axton $126,894; Irfan $175,977 (reflecting additional prior agreement) |
Related Party Transactions (screen)
- The proxy includes extensive related party transaction disclosures for former executives and preferred holders post‑merger; no related party transactions requiring disclosure are identified involving Scott Pomeroy in the period covered .
Performance & Track Record
- Capital formation: As Dex Media CFO, oversaw >$10B of financing; founded Local Insight Media; co-founded Gen3 Financial Services and led a $50M fund raise in 2021–22 .
- Board service: AVX Aircraft Company director since 2009 .
- Company outcomes during Pomeroy’s initial CEO year (2024): Pay-versus-performance shows negative TSR metric and a $35.6M net loss in 2024; company emphasizes CAP is not directly tied to TSR .
Compensation Structure Analysis
- Mix skewed toward equity and transaction-related items in 2024: significant option grant ($1.05M fair value) alongside a large “all other compensation” category tied to pre-merger consulting/transaction bonuses; base salary reflects partial-year service post merger .
- Incentive design tied to financing and program milestones: bonus formula explicitly anchors to equity investments raised, average market cap and TriFan 600 milestones rather than near-term GAAP metrics; board determines payout annually .
- No repricings disclosed; insider policy prohibits hedging/pledging, supporting alignment .
Risk Indicators & Red Flags
- Dual CEO/Chairman role may present independence concerns despite independent committees .
- Negative TSR metric and continued net losses underscore execution and financing risks in the early post‑merger period .
- Large pool of options currently exercisable within 60 days (876,577) implies potential share overhang if in the money; vesting of 2024 grant adds staged unlocks .
- Insider trading policy reduces pledging/hedging risk .
Investment Implications
- Pay-for-performance alignment hinges on financing and TriFan 600 progress: bonus targets linked to equity raises, market cap, and program milestones should translate into share price catalysts if achieved; however, TSR and losses highlight material execution risk .
- Ownership and option exposure create both alignment and supply risk: Pomeroy’s 2.8% beneficial stake (mostly options) signals skin-in-the-game, but significant exercisable options could add selling pressure if options are in the money .
- Governance trade-off: The combined CEO/Chair model concentrates leadership but is offset by independent committees and policies; investors should monitor independent oversight and any future separation of roles as the company matures .
Note: All figures and terms are sourced from XTI Aerospace’s 2025 DEF 14A proxy statement dated October 10, 2025. Citations are provided inline.
