Ruba Qashu
About Ruba Qashu
Ruba Qashu (age 52) has served as an independent director of Cloudastructure, Inc. (CSAI) since April 2023. She is a capital markets and securities transactions attorney with 20+ years advising public companies on CMPOs, registered directs, PIPEs, ‘34 Act reporting, governance, equity plans, and stockholder communications. Education: B.A., UC Berkeley; J.D., UC Law San Francisco (Hastings); admitted in California. She was nominated to a three-year term expiring in 2028.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Libertas Law Group | Partner | 2011–2021 | Securities counsel for public companies; complex transactions structuring |
| Barton LLP | Partner | Prior to Feb 2025 (dates not specified) | Capital markets, governance, equity plans |
| Raines Feldman Littrell LLP | Partner | Prior to Feb 2025 (dates not specified) | Capital markets and securities transactions |
External Roles
| Organization | Role | Start Date | Interlock/Conflict Notes |
|---|---|---|---|
| Procopio, Cory, Hargreaves & Savitch LLP | Partner | Feb 2025 | Current law firm affiliation |
| Hydro Hash, Inc. | Director | Not disclosed | Interlock: Hydro Hash chaired by Richard Bentley, CSAI founder and significant stockholder; Board determined Qashu remains independent after considering this connection |
| VentureBeat | Board Advisor (historical reference via CRO bio, not Qashu) | Not applicable | Not applicable |
Board Governance
- Committee assignments: Compensation (Chair), Audit (Member), Nominating & Corporate Governance (Member) .
- Independence: Board determined Qashu is independent under Nasdaq Rule 5605(a)(2), considering her Hydro Hash directorship (Bentley connection) .
- Attendance and engagement: Board held 12 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; Audit met once; Compensation met five times; Nominating did not meet in 2024 .
- Leadership structure: CEO serves as Chair; no Lead Independent Director; Board meets in executive session without management as appropriate .
Fixed Compensation
| Year | Annual Retainer (Cash) | Committee Membership Fees | Committee Chair Fees | Meeting Fees | Total Cash |
|---|---|---|---|---|---|
| 2023 | $7,500 | Not disclosed | Not disclosed | Not disclosed | $7,500 |
| 2024 | $12,000 | Not disclosed | Not disclosed | Not disclosed | $12,000 |
Policy: Non-employee director annual retainer $12,000 from and after the offering; aggregate director compensation (cash + equity) capped at $500,000/year; $1,000,000 in first year as director, unless Board approves otherwise .
Performance Compensation
| Year | Equity Type | Grant Date | Grant Value (FV) | Shares/Options (Count) | Strike/Terms | Vesting |
|---|---|---|---|---|---|---|
| 2023 | None disclosed | — | — | — | — | — |
| 2024 | Stock Options | Not disclosed | $38,333 (grant-date fair value) | Not disclosed (director aggregate unexercised options 208,334 as of 12/31/24) | Company options generally at $0.024–$2.70 strikes; 10-year term; time-based vesting common; applies across employees and directors (aggregate program disclosure) | Plan requires minimum one-year vesting; Administrator may accelerate; clawback applies |
Performance metrics: No director-specific performance metrics disclosed for equity awards; company equity plan permits performance-based awards (RSUs/Restricted Stock), but 2024 director compensation reflects option awards only .
Other Directorships & Interlocks
| Company | Role | Overlap/Relationship to CSAI | Conflict Assessment |
|---|---|---|---|
| Hydro Hash, Inc. | Director | Hydro Hash leases data center space to CSAI; its Chairman (Bentley) is CSAI founder/significant stockholder | Board assessed independence and confirmed Qashu is independent despite interlock; related-party transactions are approved by Board excluding interested directors |
Expertise & Qualifications
- Capital markets specialist (CMPOs, registered directs, PIPEs); ’34 Act reporting; governance; equity compensation; stockholder communications .
- Education: B.A., UC Berkeley; J.D., UC Law San Francisco (Hastings); admitted in California .
- Board experience with audit oversight (member), compensation policy and executive pay setting (Chair), and governance/succession planning (member) .
Equity Ownership
| As of Date | Shares Owned (Class A) | Shares Owned (Class B) | Options Unexercised (Total) | Options Exercisable within 60 Days | Ownership % (per table) | Notes |
|---|---|---|---|---|---|---|
| 12/31/2024 | Not disclosed as shares | Not disclosed as shares | 208,334 | Not disclosed | Not applicable | Aggregate unexercised options held as of year-end |
| 7/9/2025 (Record Date) | — | 79,862 (as options exercisable within 60 days) | — | 79,862 | 35.2% of Class B (table figure) | Lock-up prohibits transfer/disposal of any Class A shares or related securities until Aug 18, 2025 |
Policies: Anti-hedging and anti-pledging policy for directors/officers (hedging prohibited; pledging/margin prohibited) . Class B shares convertible 1:1 into Class A; beneficial ownership includes options exercisable within 60 days per SEC rules .
Governance Assessment
- Strengths
- Independent director; chairs Compensation Committee; active across all three committees, signaling broad governance engagement .
- Attendance acceptable: Board and committee participation ≥75%; Board met 12 times in 2024, demonstrating active oversight cadence .
- Company policies reduce alignment risks: clawback on awards; anti-hedging/anti-pledging; capped director compensation and minimum vesting under the equity plan .
- Watch items / RED FLAGS
- Interlock/related-party exposure via Hydro Hash: CSAI maintains a data center lease with Hydro Hash, whose Chairman is CSAI founder; Qashu serves on Hydro Hash’s board. Board concluded independence, but this interlock and counterpart transactions warrant monitoring for potential conflicts and recusal practices .
- Equity financing and governance environment: High dilution risk from Streeterville financing and trigger events noted in the proxy may affect investor confidence; although not specific to Qashu, compensation committee leadership should be scrutinized for alignment responses under capital stress .
- Committee activity gap: Nominating & Governance did not meet in 2024; for a developing company under financing constraints, increased governance committee activity may be warranted .
Compensation structure signals: Qashu’s director pay shifted from cash-only in 2023 ($7,500) to cash plus options in 2024 ($12,000 cash; $38,333 options), increasing equity exposure and potential alignment; detailed award counts/terms for her individual grants are not disclosed beyond aggregate unexercised options .
Consultant independence: Compensation Committee is authorized to engage independent compensation consultants; no specific consultant names or conflicts disclosed in the proxy .
Independence and risk oversight: No Lead Independent Director; CEO is Chair; Board uses executive sessions and oversees risk via policies (cash approvals, budget) and committee reporting .
Related-party policy: Transactions require prior Board approval with interested director excluded from voting—mitigates, but does not eliminate, interlock risk .