Cloudastructure (CSAI) executive compensation, 2026 proxy

James McCormick, Chief Executive Officer and Chairman of the Board of Directors, was paid $394,656 in 2025, down 84% from $2.5M the year before.

Filed
June 2, 2026
Annual meeting
July 15, 2026
Pay year
2025
Named executives
3
CEO total pay
$394,656-84% vs prior year
McCormick base salary
$295,000After January 2025 financing
Smitherman bonus eligibility
25%Annual performance bonus
Cell phone stipend
$125 monthlyProvided to all employees
Option vesting period
Four yearsInitial one-year cliff
Director cash retainer
$12,000Annual non-employee retainer
Plan shares available
2,419,163As of December 31, 2025

How McCormick was paid

$394,656 in total for 2025, as reported in the Summary Compensation Table. Equity awards are valued at grant, not at what they turned out to be worth.

Salary72%Bonus28%Option awards0%

Named executive officers

ExecutiveTotal
James McCormickChief Executive Officer and Chairman of the Board of Directors$394,656
Greg SmithermanChief Financial Officer$414,266
Gregory RayzmanChief Technology Officer$276,760

What changed and why

  • $395K$394,656: McCormick's 2025 total compensation, compared with $2,517,765 in 2024.
  • $295K$295,000: McCormick's base salary after the company closed a preferred equity financing in January 2025.
  • $550$550: Each named executive officer's 2025 option award grant-date fair value.
  • $4M$4,000,000: Financing threshold triggering a stay bonus under the Wage Reduction Agreement.
  • 25%25%: Smitherman's eligible annual performance bonus under his employment agreement.
  • Four years: Typical vesting period for granted options, with an initial one-year cliff.

Other Cloudastructure proxy statements

About this page

Figures are automated and can be wrong; check the filing for the exact numbers. Totals follow SEC rules, which value stock and option awards at grant. Read the DEF 14A proxy statement for footnotes and the compensation committee's full reasoning.