Clay Shorrock

About Clay Shorrock

Clay D. Shorrock is President and Chief Executive Officer of Applied DNA Sciences (APDN) since September 29, 2025, after serving as Chief Legal Officer and Executive Director of Business Development (rejoined April 2021) and President of LineaRx, Inc. since December 13, 2024 . He is age 41 (as of the April 2025 proxy), holds a B.A. in Biology from Franklin & Marshall College and a J.D. with an IP concentration from Seton Hall University Law School, and previously practiced in intellectual property groups at Lowndes and Allen, Dyer, among New Jersey firms . Pay-versus-performance disclosure shows the value of an initial $100 investment at $66.31 in 2024 and $99.93 in 2025, with company revenues of $3,431 thousand and net loss of $(7,088) thousand for the periods provided, situating his new CEO contract amid mixed equity returns and continued losses .

Past Roles

External Roles

Fixed Compensation

Notes:

• Base salary history shows increases effective Nov 25, 2024 to $385,000, then set at $400,000 under new CEO agreement starting Sep 29, 2025 .

Performance Compensation

Observations:

• No disclosed operational targets (e.g., revenue, EBITDA); compensation is tied to corporate events (M&A/licensing/restructuring) and time-based equity .
• No 2024 stock-based grants; options shifted to 2025 per new agreements .

Equity Ownership & Alignment

Equity plan capacity:

• Equity compensation plans outstanding: 2,173 securities; weighted-average exercise price $9,289.00; 5,372 securities available for future issuance as of Sep 30, 2025 .
• Board seeking amendment to 2020 Equity Incentive Plan to add 5,000,000 shares; maximum participant value for non-employee directors $250,000 annually .

Employment Terms

• Effective date and role: Appointed CEO and President; Employment Agreement terms effective Sep 29, 2025 .
• Base salary: $400,000 per annum .
• One-time cash bonus: $175,000 .
• Equity awards: Stock options with grant-date FMV $200,000, granted within 7 days of effective date; vest quarterly over 1 year .
• Event-based bonus: 5.0% of net proceeds of strategic transaction (merger, sale, licensing of substantially all pre‑Sep 17, 2025 assets) or net absolute cash retained at time of restructuring; Board may grant discretionary cash/equity for goal progress .
• Severance (termination without Cause or resignation for Good Reason): Cash payment equal to $400,000 or then-current annual base salary, plus accrued benefits .
• Change-in-control/death/disability: Generally same benefits as termination without Cause (above), except no salary continuation payments .
• Non-compete/non-solicit/clawback/tax gross-ups: Not disclosed in available filings .

Compensation Structure Analysis

• Shift toward time-based equity and event-driven cash bonuses: No ongoing operational metrics (revenue, EBITDA, TSR percentile) disclosed; options and RSUs are service-based, with a significant event bonus that could materially payout upon strategic transactions or restructuring .
• Increase in guaranteed compensation: Base lifted to $400,000 with one-time $175,000 cash bonus upon appointment, increasing the fixed cash component versus prior years .
• Equity plan expansion: Proposal to increase authorized shares in 2020 plan by 5,000,000 indicates potential for meaningful future equity grants/dilution, aligning incentives but raising overhang risk .
• Pay-versus-performance context: Company revenues $3,431 thousand and net loss $(7,088) thousand with TSR-based $100 value metrics of $66.31 (2024) and $99.93 (2025), suggesting limited shareholder value creation historically and reinforcing event-driven alignment to catalyze a turnaround .

Multi-Year Compensation (Summary)

Additional Governance and Filings Notes

• Special meeting led by CEO to approve warrant exercisability, increase authorized common shares from 200,000,000 to 500,000,000, and add 5,000,000 to the 2020 Equity Incentive Plan; Shorrock signed related filings and plan amendment .
• 8-K filings reflect CEO signature and corporate actions; no additional compensatory agreements for Shorrock beyond what’s disclosed in the proxy excerpts available here .

Investment Implications

• Alignment and incentives: Heavy emphasis on strategic transaction/restructuring bonus (5% of net proceeds or cash retained) may accelerate decision-making toward high-impact corporate events, aligning near-term management incentives with potential catalysts but introducing execution and deal-outcome dependency .
• Near-term selling pressure: 18,691 RSUs vest 90 days post Oct 17, 2025 grant; tax withholding associated with vesting can create mechanical selling pressure around vest date, and options vesting quarterly over one year adds ongoing supply risk if exercised .
• Dilution/overhang risk: Plan amendment to add 5,000,000 shares and broader share authorization increase supports retention and incentive flexibility but raises dilution risk; investors should monitor grant pacing, exercise behavior, and Form 4 activity for signals .
• Retention economics: Severance equal to annual base ($400,000) plus accrued benefits and change-in-control parity (without salary continuation) provide moderate protection; lack of disclosed non‑compete/non‑solicit/clawback/tax gross-ups limits visibility into post‑termination constraints and recourse, elevating governance diligence needs .
• Performance backdrop: Pay-versus-performance data indicates low/volatile TSR and continuing losses; event-driven pay could be appropriate to unlock value, but absence of operating metric linkages (revenue/EBITDA goals) merits scrutiny on sustainable value creation vs. transactional outcomes .