Adam Trainor
About Adam Trainor
Adam Trainor is Interim Chief Financial Officer (since Jan 1, 2025) and Chief Operations Officer (since Feb 2022) of Onfolio Holdings Inc. He is 41 and holds a BA (summa cum laude) from Boston University (2012), a Doctorate in chiropractic medicine (2019), and an MS in clinical nutrition (2018) from Northeast College of Health Sciences . He certified the company’s Q3 2025 Form 10‑Q under SOX 302 and 906 as Principal Financial and Accounting Officer, evidencing responsibility for disclosure controls and financial reporting . Prior roles include portfolio leadership within Onfolio and external operating roles; the filings do not disclose TSR/revenue/EBITDA growth linked to his tenure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Onfolio Holdings Inc. | Interim Chief Financial Officer (also COO) | Jan 2025–present | Oversees SEC reporting, cash flow/working capital, internal controls; continues to lead operations . |
| Onfolio Holdings Inc. | Chief Operations Officer | Feb 2022–Dec 2024 | Executes business strategy; manages portfolio/department leadership . |
| Onfolio Holdings Inc. | Director of Onfolio portfolio entities (Vital Reaction LLC, Outreachama LLC, Getmerankings LLC, content/media properties) | Nov 2020–Jan 2022 | Oversaw multiple subsidiaries’ operations and revenue generation . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Vital Reaction LLC | Chief Executive Officer | Apr 2019–Dec 2020 | Operated health-focused business; leadership experience prior to joining Onfolio . |
| Walter Reed National Military Medical Center (pain management settings) | Clinical practitioner (board‑certified chiropractic physician, clinical nutritionist) | Nov 2018–Apr 2019 | Clinical care in pain management setting . |
| Thirdspace LLC | Founder & CEO (academic tutoring agency) | Sep 2010–Jan 2019 | Built and ran all aspects of the agency . |
Fixed Compensation
| Year | Role | Base salary ($) | Notes |
|---|---|---|---|
| 2023 | COO | 108,000 | Salary per Summary Compensation Table; no bonus paid . |
| 2024 | COO | 141,000 | Salary per SCT; no bonus; salary raised to $240,000 effective Oct 1, 2024 . |
| 2025 | Interim CFO & COO | 240,000 | New employment agreement effective Jan 1, 2025 sets $240,000 base salary . |
- Eligibility for benefits and potential bonuses is stated, but no target bonus % is disclosed and no bonuses were paid for 2023–2024 .
Performance Compensation
Equity/Option Grants (grant-date economics)
| Year | Instrument | Grant date | Number of options | Exercise price ($) | Grant-date fair value ($) |
|---|---|---|---|---|---|
| 2023 | Non-qualified stock options | 2022 grants outstanding | 21,000 (total across two tranches) | 5.95 | 40,660 (ASC 718) . |
| 2024 | Non-qualified stock options | 2022 grants outstanding | 21,000 (total across two tranches) | 5.95 | 8,867 (ASC 718) . |
- The company states it does not use formulaic performance metrics for option/bonus awards and avoids short-term targets; options generally vest over multiple years .
Outstanding/vesting details (as of Dec 31, 2024)
| Tranche | Securities underlying unexercised options (exercisable) | Unexercisable | Exercise price ($) | Option expiration date | Vesting schedule |
|---|---|---|---|---|---|
| 1 | 4,200 | — | 5.95 | 1/1/2025 | 252 per month beginning 1/1/2022 . |
| 2 | 16,800 | — | 5.95 | 2/28/2025 | 672 per month beginning 2/28/2022 . |
- Beneficial ownership tables later show Adam Trainor with 200,000 immediately exercisable options (3.7% of class) as of the record date; specific award terms for the incremental options beyond the 21,000 shown at FY2024 are not itemized in the filings reviewed .
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Total beneficial ownership | 200,000 (immediately exercisable options) . |
| Ownership as % of outstanding | 3.7% (based on 5,127,395 shares outstanding) . |
| Vested vs unvested (FY2024 year-end table) | 21,000 options shown as exercisable; no unexercisable amounts listed in table . |
| Pledging/Hedging | Company policy prohibits holding securities in margin accounts, pledging as collateral, and hedging; pre-clearance required for trades . |
| Trading plans | No adoption/termination of Rule 10b5‑1 plans by officers in Q4 2024 (CEO entered a non-Rule 10b5‑1 arrangement for warrants; no disclosure for Trainor) . |
Note: The beneficial ownership table footnote states the 200,000 position represents immediately exercisable options, indicating larger option holdings than those listed in the FY2024 outstanding awards table; subsequent grants or exercises after year-end are implied but not detailed in the excerpts reviewed .
Employment Terms
- Employment status and duties: At‑will; serves as COO and Interim CFO (effective Jan 1, 2025), responsible for operations, budgets/financing, cash flow/working capital, SEC reporting, internal controls, and board liaison .
- Base salary: $240,000, paid semi‑monthly (as Interim CFO & COO); raised to $240,000 on Oct 1, 2024 under COO role prior to CFO appointment .
- Equity: Initial grant of 21,000 non‑qualified stock options under the 2020 Plan at $5.95 exercise price; vesting per schedules above .
- Severance: If he resigns for Good Reason or is terminated without Cause, severance equals one day of base salary per completed work day, capped at three months of base salary .
- Change-in-control: Executives receive certain benefits under the 2020 Equity Incentive Plan upon a change in control and/or termination under specified circumstances (company describes these as retention-focused; specific triggers not fully enumerated in excerpts) .
- Clawback: Nasdaq‑compliant compensation recovery policy applies to incentive compensation; 2024 restatement adjustments did not trigger recovery as executive pay was not performance-based on financial results .
- Insider trading/pledging: Prohibits short sales, derivatives, margin accounts, pledging, hedging; pre‑clearance required; exceptions only under approved 10b5‑1 plans .
Performance & Track Record
- Appointment and certifications: Appointed Interim CFO effective Jan 1, 2025; executed SOX 302 and 906 certifications for Q3 2025 10‑Q as Principal Financial and Accounting Officer .
- Public statements: Upon appointment, emphasized capital allocation and operational grounding across subsidiaries; outgoing CFO remained as advisor for filings and audit transition .
- Tenure and domain experience: Internal progression from portfolio director (2020–2022) to COO (2022–) to Interim CFO (2025–), supplemented by prior operating roles outside Onfolio .
Compensation Structure Analysis
- Pay mix: Predominantly fixed cash salary plus time‑based options; no disclosed formulaic performance metrics, and no cash bonuses paid for 2023–2024 .
- Equity usage: Options with multi‑year vesting used to align long‑term interests; no option repricings or tax-reimbursement features; 2024 director/NEO disclosures note no modifications or repricings .
- Grant timing controls: Board/Comp Committee avoids timing grants around MNPI and does not use a predetermined grant schedule .
- Risk controls: Clawback policy in place; hedging/pledging prohibited; pre‑clearance required for insider trades .
Investment Implications
- Pay-for-performance alignment: Limited direct linkage to financial/TSR metrics (no formulaic bonus plans disclosed); equity awards are time‑based, which can dilute performance sensitivity. This reduces short‑term incentive alignment but pairs with multi‑year vesting and clawback policy to moderate risk .
- Ownership and alignment: Beneficial ownership of 3.7% via immediately exercisable options signals meaningful exposure to equity value creation; pledging/hedging prohibitions support alignment and reduce collateral‑driven selling risk .
- Selling pressure/vesting overhang: Option tranches (21,000 from 2022 grants) reached expiry windows in early 2025 (Jan 1 and Feb 28), potentially creating exercise/sale decisions; pre‑clearance and blackout policies constrain opportunistic trading .
- Retention risk/economics: Severance capped at 3 months of salary is modest; change‑in‑control protections exist under the equity plan but are described at a high level—suggesting retention is more operational/career‑path driven than contractual .
- Governance and controls: SOX certifications and board committee oversight (audit, comp, governance) point to formal control frameworks; clawback readiness and insider policy rigor are positives for governance risk .