Clayton Haynes
About Clayton Haynes
Clayton Haynes (age 56) is Chief Financial Officer and Corporate Secretary of Super League Enterprise, Inc. (SLE), appointed CFO in August 2018; he previously served as CFO/SVP Finance & Treasurer at Acacia Research (2001–2018) and earlier at PwC (1992–2001). He holds a B.A. in Economics and Business/Accounting from UCLA, an MBA from UC Irvine’s Merage School, and is a Certified Public Accountant (Inactive) . Company performance context: FY2024 revenue decreased to $16.2M from $25.1M in FY2023 (−35%), net loss improved to $(16.6)M from $(30.3)M (−45%), and TSR declined materially (value of initial $100 investment: $9.18 in 2024 vs $22.59 in 2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Acacia Research (NASDAQ: ACTG) | CFO, SVP Finance & Treasurer | 2001–2018 | Led finance for IP licensing/tech investment company |
| PricewaterhouseCoopers LLP | Manager, Audit & Business Advisory | 1992–2001 | Managed full-scope audits and advisory for public/private companies up to $1B revenue across multiple sectors |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external public-company directorships or committee roles disclosed for Haynes in the proxy . |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2023 | 310,000 | Annual base per employment agreement |
| 2024 | 310,000 | No 2024 bonus earned; see performance section |
| 2025 | 325,000 | Addendum dated Apr 1, 2025 increased base to $325,000 |
| May–Dec 2025 | −10% of base | Temporary salary reduction agreed May 1, 2025; contingent make-whole bonus mechanics below |
Retention make-whole: Each Applicable Officer (incl. Haynes) agreed to a 10% salary reduction until Dec 31, 2025, with contingent bonus equal to 10% of April 30, 2025 salary × eight months, payable in Q1 2026 if employed Jan–Mar 2026, timing subject to Board discretion .
Performance Compensation
| Metric/Instrument | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| 2023 Annual Bonus | Not disclosed | Board-approved exec bonus program | $107,000 paid | — |
| 2024 Annual Bonus | Not disclosed | Revenue performance and pro forma operating loss parameters | $0 (targets not achieved) | — |
| PSUs (2014 Plan → Modified Apr 30, 2023) | Market condition | 60-day VWAP thresholds: $640, $800, $960, $1,120, $1,280 (20% each) | Outstanding; not vested within 60 days of 9/18/2025 per ownership footnote | 5-year term from modification; 20% per threshold |
| Options (Exchange Sept 7, 2023) | — | Strike $392; exp. 4/27/2033 | Granted 875 options; vest 1/3 on 9/7/2023, remainder monthly over 36 months | Time-based (front-load + monthly) |
| 2025 Plan Award (Apr 1, 2025 Addendum) | — | Total 8,750 shares (mix of options and up to 50% RSUs); option strike $5.08 | Granted subject to plan approval and availability | 1/48th per month; accelerates on change-of-control with termination without cause |
Notes:
- Equity award valuations follow ASC 718; PSUs use market-condition valuation (Monte Carlo) .
- 2024 bonus pool tied to revenue and pro forma operating loss; no payout due to underperformance versus parameters .
Equity Ownership & Alignment
| Item | Amount | Detail |
|---|---|---|
| Beneficial Common Shares Owned | 102 | Less than 1% of voting common stock |
| Exercisable Derivative Securities (≤60 days) | — | None listed for Haynes in ≤60-day window |
| Unvested PSUs | 188 | Market-price triggers; not vested within 60 days of 9/18/2025 |
| Options Outstanding (illustrative) | 875 granted on 9/7/2023 | Vesting one-third upfront, remainder monthly; strike $392; exp. 4/27/2033 |
| 2025 Plan Equity | 8,750 total (options/RSUs) | Vest monthly (1/48); option strike $5.08; COC acceleration with termination without cause |
| Shares Pledged/Hedging | Not disclosed | Company has Insider Trading Policy; no pledging specific to Haynes disclosed in proxy |
Employment Terms
| Term | Provision |
|---|---|
| Role/Start | CFO appointed August 2018; Employment Agreement effective Jan 5, 2022 (3-year initial term with auto-renewals; renewed Jan 1, 2025) |
| Base Salary | $310,000 (agreement); increased to $325,000 via Apr 1, 2025 addendum |
| Equity Grants | 188 PSUs with market VWAP triggers (modified Apr 30, 2023); 2025 Plan award totaling 8,750 shares (options and up to 50% RSUs; options at $5.08; 1/48 monthly vesting; COC acceleration with termination without cause) |
| Severance | If terminated without Cause or resigns for Good Reason: cash equal to six months of base salary; if terminated for Cause or resigns without Good Reason: accrued only; 90-day window to exercise vested awards post-termination |
| Change-of-Control | Accelerates vesting of all equity awards immediately prior to COC |
| Benefits | Health insurance, 401(k), expense reimbursement; annual variable compensation eligibility |
| Salary Reduction Agreement | 10% reduction May–Dec 2025; contingent bonus in Q1 2026 as described above |
Track Record and Execution Context
- Company-wide cost actions: Operating expense (ex stock comp, amortization, impairments, settlements, fair value adjustments) reduced 27% in FY2024 vs FY2023 ($18.2M vs $25.1M) .
- Financial performance trend: FY2024 revenue $16.2M (−35% YoY); gross margin ~38% (vs 39% prior year); net loss improved to $(16.6)M from $(30.3)M .
- Shareholder returns: Value of $100 investment fell to $9.18 in FY2024 (from $22.59 in FY2023) .
Compensation Committee and Governance Touchpoints
- Compensation Committee: Mark Jung (Chair), Kristin Patrick; independent directors per Nasdaq rules; responsible for executive pay oversight, equity plan administration, succession monitoring; met seven times in 2024 and five times in 2023 .
- Insider Trading Policy and Code of Conduct in place; indemnification provided by charter and separate agreements .
Investment Implications
- Pay-for-performance alignment: 2024 bonus paid $0 on revenue and pro forma operating loss metrics, signaling willingness to zero out cash incentives when targets are missed; PSUs tied to stringent market price thresholds ($640–$1,280 60-day VWAP) that are likely far out-of-the-money, reducing near-term equity windfall risk but limiting TSR linkage effectiveness at current price levels .
- Vesting cadence and potential selling pressure: Monthly vesting (1/48th) for 2025 options/RSUs may create steady potential for small periodic liquidity events once insider windows open, though actual selling activity would be governed by policy windows and personal decisions; change-of-control acceleration introduces event-driven vesting risk .
- Retention/continuity: The May–Dec 2025 salary reduction with a Q1 2026 contingent make-whole bonus requires employment through Mar 2026, providing short-term retention incentive amidst ongoing financing and listing-compliance initiatives .
- Severance economics: Six months of base salary (no bonus multiple) on termination without cause/for good reason is modest relative to market, limiting golden parachute risk; however, full acceleration at change-of-control increases sensitivity to strategic transactions, potentially aligning with corporate deleveraging/dilution strategies under consideration (ELOC/PIPE) even though those financings primarily affect capital structure rather than compensation .
Overall, Haynes’s cash compensation has been conservative with at-risk elements (annual bonus, PSUs) governed by strict metrics; structural features (monthly vesting and COC acceleration) warrant monitoring of 10b5-1 plans and transaction timing, while retention incentives aim to stabilize leadership through near-term capital structure transitions .
