Craig Johnson

About Craig Johnson

Craig Johnson (age 67) is an independent director of Cloudastructure, Inc. (CSAI) serving since June 2024, with over 30 years across sales management, business development, marketing, operations, and general management at large corporates (e.g., Honeywell) and startups in industrial automation, building automation, technology, and security. He holds a BBA in Marketing/Management from the University of Wisconsin–Madison and an MBA in Marketing from DePaul University; the Board has affirmatively determined his independence under Nasdaq Rule 5605(a)(2) . The Board met 12 times in 2024 and each director attended at least 75% of Board and committee meetings on which they served .

Past Roles

External Roles

Board Governance

• Independence: Board determined all directors other than the CEO are independent; Johnson meets committee independence requirements (Nasdaq and SEC for audit) .
• Committee assignments and chairs (2024):
  • Audit Committee: Member; Chair is Jeff Kirby; met once; Kirby designated “audit committee financial expert” .
  • Compensation Committee: Member; Chair is Ruba Qashu; met five times .
  • Nominating & Corporate Governance Committee: Chair (Johnson); did not meet during 2024 .
• Attendance: Board held 12 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings .
• Leadership structure: CEO serves as Chair; no Lead Independent Director; executive sessions held as appropriate .
• Policies: Anti-hedging and anti-pledging policy covering directors and officers .

Fixed Compensation

• Non-Employee Director Compensation Policy: Annual cash retainer $12,000 (post-offering policy) .
• 2024 reported compensation (Johnson): Fees earned $6,000; Option awards grant-date fair value $6,000; Total $12,000 .

Performance Compensation

• Award types available for directors under the Amended & Restated 2024 Equity Incentive Plan: options, RSUs, performance shares, SARs, unrestricted stock, cash-based awards, and dividend equivalents; minimum vesting generally one year (director annual grants may vest at next annual meeting if ≥50 weeks); clawback applies .
• 2024 for Johnson: option awards only; no director-specific performance metrics (e.g., revenue/EBITDA/TSR) disclosed for director compensation .

Other Directorships & Interlocks

Expertise & Qualifications

• 30+ years across sales, business development, marketing, operations, general management; sectors include industrial/building automation, technology, security .
• Education: BBA (UW–Madison), MBA (DePaul) .
• Governance role depth: Member of Audit and Compensation; Chair of Nominating & Corporate Governance .

Equity Ownership

• Beneficial ownership (as of July 9, 2025): 174,229 Class B Shares deemed beneficially owned via options exercisable within 60 days; 54.2% of Class B when including deemed outstanding for his calculation; no Class A or preferred shares disclosed .
• Anti-pledging/hedging: Directors prohibited from hedging/pledging Company stock .
• Lock-up: Johnson subject to a Lock-Up Agreement restricting transfer/disposition of any Class A Shares or related securities until August 18, 2025 .
• Unexercised options snapshot (as of Dec 31, 2024): 118,500 options outstanding (count only; strikes/terms not individually disclosed) .

Shareholder Voting Outcomes (2025 Annual Meeting)

Investor sentiment: Equity plan and financing proposals passed; dilution risks from Streeterville financing noted in proxy (Trigger Event and discounted conversion pricing) .

Governance Assessment

• Strengths

  • Independence and multi-committee engagement; Johnson chairs Nominating & Corporate Governance and serves on Audit and Compensation .
  • Formal policies: anti-hedging/anti-pledging, clawback on awards, and structured committee charters .
  • Audit committee processes documented; audit fees and auditor independence reviewed; Johnson co-signed audit committee report .
  • Director compensation modest (reported $12,000 total in 2024), with overall director comp cap under the equity plan .

• Watch items / Red flags

  • Nominating & Corporate Governance Committee did not meet in 2024 despite Johnson as Chair—potential engagement gap in governance oversight .
  • Company’s reliance on Streeterville financing with a Trigger Event causing discounted conversion pricing and potential significant dilution; while Board recommended approval, this is a company-level governance risk that could impact investor confidence; monitor director oversight of capital structure and shareholder dilution .
  • Concentration in Class B voting power across insiders; Johnson’s beneficial Class B via near-term exercisable options is substantial (54.2% under SEC deemed-outstanding method), which may affect voting dynamics; note Class B converts 1:1 to Class A .

• Conflicts/related-party

  • No related-party transactions disclosed involving Johnson; related-party items primarily involve the founder and Hydro Hash arrangements (aircraft lease, data center lease) with Board-level approval process documented .

• Compensation committee practices

  • Compensation Committee (Qashu Chair; Johnson, Kirby members) reviews CEO goals, market comps, approves equity awards, and can engage independent consultants (usage not disclosed) .

• Attendance

  • Board met 12 times; directors met at least the 75% attendance threshold; committee meetings varied (Audit: 1; Compensation: 5; Nominating: 0) .

Notes

• Director stock ownership guidelines and compliance status: Not disclosed in proxy .
• Say-on-Pay: No standalone say-on-pay resolution disclosed at the 2025 annual meeting; equity plan approval serves as a compensation-related vote .