Jeff Kirby
About Jeff Kirby
Jeff Kirby (age 61) has served on Cloudastructure, Inc.’s (CSAI) Board since June 2024. He is an independent director designated as the audit committee financial expert, with more than 25 years in finance and development, including CFO experience and extensive capital markets consulting. Education: B.A. in Communication and B.S. in Psychology, University of Colorado, Boulder .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Resource Management & Development (real estate) | Founder | 1993–present | Led development of 20,000+ residential lots and 800,000+ sq ft office space in Reno; expertise in master-planned communities and commercial development |
| Avantair | Chief Financial Officer | 2004–2007 | CFO responsibilities; capital markets exposure |
| North Valley Holdings | Co-founder | Not disclosed | Produced new water rights for municipal markets in NV and Northern CA |
| Multiple trusts/funds (consulting) | Investment/pension fund consultant | Not disclosed | Advised on joint ventures, funding/capital generation for private/public companies |
External Roles
| Organization | Role | Public Company? | Committees/Impact |
|---|---|---|---|
| Resource Management & Development | Founder | No (private) | Real estate development leadership |
| North Valley Holdings | Co-founder | No (private) | Water rights production leadership |
No other public company directorships disclosed .
Board Governance
- Independence: Board determined all directors other than the CEO (James McCormick) are independent under Nasdaq Listing Rule 5605(a)(2). Kirby is independent .
- Committees:
- Audit Committee (Chair; financial expert designation) .
- Compensation Committee (Member) .
- Nominating & Corporate Governance Committee (Member) .
- Attendance: Board held 12 meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served .
- Committee Activity (2024): Audit met once; Compensation met five times; Nominating did not meet .
- Leadership structure: CEO also serves as Board Chair; no Lead Independent Director; Board meets in executive session without management as appropriate .
- Policies: Code of conduct; insider trading policies; anti-hedging and anti-pledging policy for executives/directors .
RED FLAGS
- Nominating & Governance Committee did not meet in 2024, potentially indicating limited refreshment/oversight cadence .
- No Lead Independent Director while CEO is Board Chair reduces independent counterbalance .
- Audit committee met only once in 2024, which may be light given auditor transition and financing complexity .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 49,250 | – | 2,500 | 51,750 |
| 2024 | 6,000 | – | – | 6,000 |
- Policy: Non-Employee Director annual retainer $12,000 (post-offering), with total annual director compensation capped at $500,000 (and $1,000,000 in the first year as a director), subject to Board approval .
Performance Compensation
No performance-based director compensation metrics for Kirby disclosed (director compensation is primarily retainer-based with potential equity awards under the equity plan) .
| Plan Feature (Director-Relevant) | Detail |
|---|---|
| Minimum Vesting | One year minimum vesting for awards; limited exceptions (≤5% pool; annual director awards may vest at next annual meeting ≥50 weeks) |
| Clawback | All awards subject to Company clawback policy |
| Annual Director Compensation Cap | Aggregate awards plus cash ≤$500,000/year; ≤$1,000,000 in first director year (unless Board approves otherwise) |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| None disclosed | — | — |
Note: Another CSAI director (Ruba Qashu) serves on Hydro Hash, Inc., where Richard Bentley (founder/significant stockholder of CSAI) is Chairman and a significant stockholder; not directly applicable to Kirby but relevant to overall board interlocks .
Expertise & Qualifications
- Audit Committee Financial Expert (SEC definition) .
- Capital markets and corporate finance: CFO role; consulting on funding and capital generation for public/private companies .
- Real assets and operations: Significant real estate development experience; joint ventures and municipal water rights projects .
- Education: B.A. Communication; B.S. Psychology (University of Colorado, Boulder) .
Equity Ownership
| As-of Date | Class A Shares (Number, %) | Class B Shares (Number, %) | Notes |
|---|---|---|---|
| Dec 31, 2024 | — | — | Aggregate unexercised director options outstanding: 9,375 |
| Jul 9, 2025 (Record Date) | — | 67,708; 31.5% | Includes Class B shares issuable upon exercise of options within 60 days; subject to lock-up until Aug 18, 2025 |
- Anti-hedging/anti-pledging: Directors prohibited from hedging or pledging company stock .
- Lock-up: Company and Kirby entered into a Lock-Up Agreement prohibiting transfer/disposal of any Class A shares or related securities until August 18, 2025 .
Governance Assessment
-
Strengths:
- Independent director with audit chair role and “financial expert” designation, enhancing oversight of reporting and controls .
- Clear anti-hedging/anti-pledging policy and clawback coverage under equity plan to align with investor protection norms .
- Attendance at least 75%; signed Audit Committee Report alongside other independent directors, evidencing engagement with audit process .
-
Risks/Watch items:
- Limited audit committee meeting frequency in 2024 despite auditor changes and significant financing transactions (Streeterville), potentially constraining oversight depth .
- No Lead Independent Director while CEO is Chair, reducing formalized independent leadership structure .
- Nominating & Governance Committee inactivity (no meetings in 2024) could signal slower cadence on board refreshment/succession oversight .
-
Compensation/Alignment:
- Kirby’s 2024 director pay was modest ($6,000 cash; no equity grants), while prior year included modest option awards ($2,500 grant-date fair value), suggesting limited pay risk and minimal guaranteed compensation .
- Equity plan features include minimum vesting and clawbacks; however, no director-specific stock ownership guidelines disclosed (cannot assess guideline compliance) .
-
Conflicts/Related Parties:
- No Kirby-specific related-party transactions disclosed; overall company disclosures note related party dealings tied to former CEO Bentley and Hydro Hash, but not involving Kirby .
-
Investor Confidence Signals:
- Board acknowledges liquidity needs and financing risks; Kirby’s audit leadership will be critical as Streeterville financing introduces dilution and conversion dynamics that may pressure EPS and stock price—monitor audit/risk oversight cadence and committee activity going forward .