Ali Kashani
About Ali Kashani
Ali Kashani, Ph.D., is Serve Robotics’ Co‑founder, Chief Executive Officer, and Chairman of the Board. He has served as CEO and director since January 2021 (pre‑merger Serve) and as CEO and Chairman of Serve Robotics Inc. since July 2023. He holds a Ph.D. in Robotics and a B.Sc. in Computer Engineering from the University of British Columbia, and previously led autonomy initiatives at Postmates (VP, 2017–2021) . Under his leadership, Q3 2025 revenue reached $687K (+209% YoY) with delivery volume +66% QoQ; management guides to >$2.5M FY2025 revenue and a rough 10x revenue increase in 2026, citing 2,000 robots deployed by mid‑December 2025 . The company disclosed material weaknesses in ICFR as of Q3 2025, with disclosure controls deemed not effective .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Serve (pre‑merger) | Co‑founder & CEO | 2021–present | Spun out, scaled sidewalk delivery fleet, integrated with Uber and DoorDash . |
| Postmates | Vice President | 2017–2021 | Led autonomy/delivery robotics programs acquired under Uber umbrella . |
| Neurio (acq. Generac) | Co‑founder & CTO | Pre‑2017 | 15 patents; robotics/computing track record leveraged for Serve autonomy stack . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Serve Robotics Inc. | Chairman of the Board | 2023–present | Dual role as CEO + Chairman . |
Board Service & Governance
- Role and independence: CEO and Chairman since July 2023 (not independent); 4 of 6 directors are independent (Audit and Compensation committees fully independent) .
- Committee structure and chairs: Audit (Goldberg, Chair), Compensation (Vincent, Chair), Nominating/Governance (Goldberg, Chair) .
- Attendance: All incumbent directors except one (Maredia) attended at least 75% of 2024 meetings; implies Kashani met >75% .
- Dual‑role implications: Board explicitly endorses combined CEO/Chair structure for efficiency and CEO’s operational knowledge; mitigated by independent committees and majority‑independent board .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) |
|---|---|---|---|
| 2024 | 236,667 | — (not disclosed) | — |
| 2023 | 105,738 | — (not disclosed) | — |
Notes: Emerging growth company disclosures show no target or paid annual cash bonus for Kashani in 2023–2024 .
Performance Compensation
- Structure: Predominantly time‑based RSUs and legacy time/milestone‑based restricted shares; options granted in 2023. Compensation committee administers equity plans; clawback policy adopted Oct 2, 2023 .
| Award/Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| RSU grant (Sep 5, 2024) 1,100,000 sh | Time‑based | n/a | n/a | n/a | 33% vests 9/5/2025; remainder 1/36 monthly thereafter . |
| RSU grant (Jun 11, 2024) 60,000 sh | Time‑based | n/a | n/a | n/a | 1/12 monthly starting 6/1/2024 through 5/1/2025 . |
| Legacy restricted shares (Apr 7, 2021) 281,225 sh | Time‑based (retro) | n/a | n/a | n/a | 1/48 monthly from 7/15/2022 (board retro set vesting regardless of milestone) . |
| Legacy restricted shares (Apr 7, 2021) 58,143 sh | Time‑based | n/a | n/a | n/a | 25% at 2/18/2022; 1/48 monthly thereafter . |
| Stock options (Jun 7, 2023) | n/a | n/a | n/a | n/a | Monthly over 4 years; e.g., 12,109 unexercisable at 12/31/2024 @ $0.9447 . |
Multi‑year grant values (Summary Compensation):
| Year | Stock Awards ($) | Option Awards ($) |
|---|---|---|
| 2024 | 8,445,000 | — |
| 2023 | — | 36,984 |
Key observations:
- Shift to large time‑based RSUs in 2024 sharply increased equity value; limited explicit performance‑conditioned equity. Board retroactively removed a milestone condition for a 2021 award by allowing time‑based vesting to run regardless of milestone—reduces pay‑for‑performance linkage (potential red flag) .
- Clawback policy applies to incentive pay tied to financial metrics upon restatements, three‑year lookback .
Equity Ownership & Alignment
| Category | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 2,155,951 sh (3.8%) | Includes direct 2,117,127; spouse and relatives; 1,562 sh warrants; 3,302 sh options exercisable within 60 days; 5,000 RSUs vesting within 60 days . |
| Vested vs unvested snapshot (12/31/2024) | See awards below | Unvested RSUs valued at $13.50/sh in proxy table; e.g., 1,100,000 RSUs = $14.85M; 25,000 RSUs = $337,500; legacy restricted shares also outstanding . |
| Ownership guidelines | Not disclosed | No executive ownership multiple disclosed in proxy . |
| Hedging/pledging | Hedging prohibited; pledging not specified | Insider Trading Policy bans hedging transactions; no explicit pledging disclosure . |
| 10b5‑1 trading plans | Permitted | Policy allows Rule 10b5‑1 plans when not in possession of MNPI . |
Upcoming vesting/selling pressure indicators:
- 1,100,000 RSUs: 33% cliff vest on 9/5/2025, then 1/36 monthly, creating periodic supply; reference outstanding shares ~67.8M at 9/30/2025 for scale .
Employment Terms
| Term | Summary |
|---|---|
| Employment agreement | Not disclosed; at‑will status implied by general disclosures (offer letters disclosed for other executives) . |
| Acceleration on involuntary termination | Time‑Based and Milestone‑Based awards fully vest if terminated without cause or for good reason, subject to return of property and release . |
| “Cause” and “Good Reason” | Detailed definitions include pay cut thresholds, material duty reduction, and relocation triggers; cure periods apply . |
| Award Call Option (repurchase) | For terminations on or before 2/18/2025, company could repurchase vested milestone shares at lesser of implied $500M/FD cap or FMV; also time/milestone unvested shares repurchasable at cost within 3 months after termination . |
| Termination Payment Letter | If terminated without cause on or before 2/18/2025 and Award Call Option exercised, lump‑sum payment equal to shares repurchased times (implied $500M/FD price – FMV) after release; provision expired post‑2/18/2025 . |
| Change‑of‑control | 2023 Plan allows various treatments (assumption, cash‑out, acceleration at administrator discretion or per award agreement); no automatic single/double‑trigger for executives disclosed; director RSUs accelerate upon change‑in‑control . |
| Clawback | Dodd‑Frank compliant compensation recovery policy adopted 10/2/2023 . |
| Non‑compete/Non‑solicit | Not disclosed in proxy for CEO . |
Related‑Party Transactions (Governance risk signals)
- CEO bridge financing: Serve issued subordinated promissory notes to Kashani—$449,000 (6/28/2023) repaid with $71,840 interest at merger close (8/4/2023), and $70,000 (12/27/2023) repaid 1/3/2024; interest rate 7.67% .
- Major counterparties/affiliates: Uber/Postmates and NVIDIA invested via notes/SAFEs and equity; ongoing commercial Master Framework with Uber for up to 2,000 robots through 2027 with auto‑renewals .
Multi‑Year Compensation Summary (Named Executive Officer)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 236,667 | — | 8,445,000 | — | 8,681,667 |
| 2023 | 105,738 | — | — | 36,984 | 142,722 |
Outstanding and Recent CEO Equity Awards (select items)
| Grant | Type | Quantity | Vesting | Status/Value reference |
|---|---|---|---|---|
| 9/5/2024 | RSUs | 1,100,000 | 33% on 9/5/2025; then 1/36 monthly | Unvested value $14,850,000 at $13.50/sh as of 12/31/2024 . |
| 6/11/2024 | RSUs | 25,000 (of 60,000 annual grant) | 1/12 monthly beginning 6/1/2024 through 5/1/2025 | Unvested value $337,500 at $13.50/sh . |
| 4/7/2021 | Restricted shares | 281,225 | 1/48 monthly from 7/15/2022 (regardless of milestone) | Unvested value $3,796,538 at $13.50/sh . |
| 4/7/2021 | Restricted shares | 58,143 | 25% on 2/18/2022; 1/48 monthly thereafter | Unvested value $784,931 at $13.50/sh . |
| 6/7/2023 | Options | 12,109 unexercisable | Monthly over 4 years; strike $0.9447 | Exp. 6/6/2028 . |
Equity Ownership Detail (as of April 14, 2025)
| Holder | Shares/Derivatives | Notes |
|---|---|---|
| Ali Kashani (direct) | 2,117,127 | 749,933 subject to company repurchase if service terminates . |
| Family/warrants/options/RSUs | 38,824 | Includes spouse/relatives, 1,562 warrants, 3,302 options, 5,000 RSUs vesting within 60 days . |
| Total beneficial ownership | 2,155,951 (3.8%) | Based on 57,006,809 shares outstanding . |
Performance & Track Record
- Scaling metrics: >1,000 robots deployed (Q3 2025), 66% QoQ delivery volume growth; partnerships broadened (DoorDash multi‑year) .
- Financial momentum: Q3 2025 revenue $687K (+209% YoY); liquidity $210M at 9/30/2025; subsequent $100M equity raise in Oct 2025 .
- Control environment: Disclosure controls not effective due to material weaknesses in ICFR as of Q3 2025—execution risk for public‑company scaling .
Director Compensation (as director)
- Employee‑director policy: CEO receives no additional compensation for board service; outside director program provides cash retainers and annual equity (20,000 RSUs), with acceleration on change in control (not applicable to CEO) .
Compensation Structure Analysis
- Mix shift: 2024 awards heavily RSU‑driven (time‑based), increasing certainty/value versus options (2023) and earlier milestone‑linked shares—lower variable performance linkage .
- Metric rigor: Equity plan permits robust performance metrics, but CEO’s disclosed grants are predominantly time‑based; board retroactive vesting decision on a 2021 award reduces ex‑ante performance contingency (watch for future award design) .
- Governance mitigants: Clawback policy, anti‑hedging policy, independent comp committee .
Risk Indicators & Red Flags
- Material weaknesses in internal controls (Q3 2025) .
- Related‑party loans to CEO in 2023 (repaid) raise optics but were small, disclosed, and repaid promptly .
- Award modification: Board’s 2021 award vesting determination (time‑based regardless of milestone) may be viewed as reduced pay‑for‑performance alignment .
Investment Implications
- Alignment: CEO holds ~3.8% beneficial ownership, with significant unvested RSUs and options; anti‑hedging policy enhances alignment; no pledging disclosure .
- Overhang/flow: Large RSU grant (1.1M sh) introduces identifiable vesting dates (33% cliff in Sep 2025; monthly thereafter), a potential source of periodic selling pressure or dilution, though within a ~67.8M share base as of 9/30/2025 .
- Pay‑performance: Time‑based awards dominate; future grants with explicit operating/TSR metrics would strengthen pay‑for‑performance signaling.
- Execution risk: Rapid fleet scaling and ambitious 2026 revenue target are positives, but ICFR weaknesses and rapid organizational growth increase execution risk; monitor remediation progress and compensation committee’s 2026 design choices .