Raluca Dinu

About Raluca Dinu

Raluca Dinu, age 51, is QTIH’s Chief Executive Officer and a Class III director, appointed CEO on March 12, 2024; she previously co-founded the company’s predecessor (GigCapital5) and served as President, CEO and Secretary since February 2021 . She holds a B.Sc. and Ph.D. in Solid State Condensed Matter Physics (University of Bucharest), an Executive MBA from Stanford, and a Corporate Director certificate from Harvard Business School (Audit and Compensation Committees, 2021; Making Corporate Boards More Effective, 2022) . Company performance for FY2024 included commercial revenue of $4.9 million, 12 scanners shipped, gross margin of 54%, and net loss of $9.0 million; TSR and EBITDA growth were not disclosed in the proxy . QTIH classifies Dinu as a non‑independent director; the Chairman role is separate and held by Avi Katz, who is married to Dinu, an important governance consideration for independence and oversight .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Notes: Company policy does not backdate, time releases, or accelerate/delay equity grants to benefit stock price; equity program currently uses time-based options .

Equity Ownership & Alignment

Employment Terms

Board Governance

• Board service: Class III director since 2024; current Board has seven members across three classes with staggered terms .
• Committee roles: Dinu is not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees in 2024; those committees are chaired by independent directors (Audit: Ross Taylor; Compensation: James Greene; Nominating: Prof. Zeev Weiner) .
• Independence: Board determined Dinu is not independent (executive officer), and notes spousal relationship with Chairman Avi Katz; independent directors are Taylor, Dickson, Greene, Weiner .
• Board attendance and executive sessions: Incumbent directors attended at least 75% of meetings; executive sessions are held regularly and presided over by the Chairman .
• Director compensation: Proxy reports director fees and option grants for non‑NEO directors; Dinu’s director compensation is not separately disclosed given her status as an NEO .

Compensation Structure Analysis

• Mix and performance linkage: 2024 program anchors cash bonus to two financial metrics (total revenue, cash balance) but does not disclose targets/weights; long‑term is time‑based options, implying retention focus more than strict performance vesting .
• Risk/red flags: Single‑trigger equity acceleration on CoC and inclusion of excise tax gross‑up increase payout certainty irrespective of post‑transaction performance; these are shareholder‑unfriendly features relative to double‑trigger market norms .
• Equity grant cadence: Grants in 2024 were first year post‑public listing; company states no backdating or timing manipulation of grants .
• Cash vs equity change: Initial CEO base set at $470,000 with equity grant of 550,000 options; year‑over‑year comparability limited due to leadership transition and listing status .

Related Party Transactions and Interlocks

• Spousal relationship: Drs. Katz (Chairman) and Dinu (CEO) are married; Board independence and related party review processes disclosed .
• Sponsor/affiliate financing: Various GigCapital‑related notes and lock‑up arrangements; registration rights and conversions detailed; while primarily company‑level, they reflect sponsor ecosystem ties where Dinu and Katz have roles .
• Policy oversight: Audit Committee pre‑approves related party transactions and oversees conflicts per charter .

Say‑on‑Pay and Shareholder Feedback

• QTIH is an emerging growth company and is exempt from say‑on‑pay votes and CEO pay ratio disclosures at this stage; voting outcomes for the 2025 meeting are reported via Form 8‑K, with proposals limited to director elections, auditor ratification, and reverse split authorization .

Performance & Track Record

• FY2024 highlights under Dinu’s leadership include commercial revenue of $4.9 million, 12 scanners shipped, and 54% gross margin; net loss was $9.0 million with detailed non‑cash/one‑time items; operating cash outflow was $10.0 million. TSR and EBITDA growth are not disclosed in the proxy .

Equity Vesting & Insider Selling Pressure

• Options vesting: One‑third vests on February 15, 2025, with remaining two‑thirds vesting quarterly over two years; this creates ongoing supply over eight quarters, which may contribute to periodic insider sales under Rule 10b5‑1 plans if adopted .
• Section 16 timeliness: 2024 Form 4s for July 3 grants were filed one–two days late due to July 4 holiday; a September 2024 distribution to Dinu from a fund was reported one day late .

Compensation Peer Group

• The Compensation Committee targets competitiveness with peer practices but does not disclose a specific peer group or targeted percentile in the proxy .

Expertise & Qualifications

• Technical and operating credentials in TMT, semiconductors, optical interconnects, and AI/ML sponsor leadership; advanced degrees in physics and an Executive MBA; Harvard Board education emphasizing audit/compensation governance .

Investment Implications

• Alignment: Meaningful beneficial ownership (7.2%) and substantial equity exposure via options and warrants align interests, but single‑trigger CoC acceleration and excise tax gross‑up dilute pay‑performance rigor and may inflate change‑of‑control payouts .
• Performance incentives: Near‑term cash metrics (revenue, cash balance) guide annual bonus, supporting liquidity and commercialization milestones; lack of disclosed targets/weights limits transparency for pay‑for‑performance assessment .
• Retention and supply: Eight‑quarter vesting cadence from Feb 2025 likely reduces near‑term retention risk while introducing potential selling pressure as tranches vest; monitor Rule 10b5‑1 plan activity and Form 4s for signaling .
• Governance: Dual‑role dynamic with Chairman spouse and CEO non‑independence elevates oversight risk; independence on key committees partially mitigates but warrants continued attention to related party reviews and board processes .