Clayton Adams
About Clayton Adams
Clayton Adams, 36, is Chief Executive Officer and a director of CleanCore Solutions, Inc. (ticker: ZONE) and has served as CEO since June 7, 2024; he previously served as President, CFO, and director from September 2022 to July 2023 and is a high school graduate of Red Oak High School (2007) . In FY2025, ZONE’s revenue grew 29% year over year to $2.07M, while net loss widened to $6.74M; gross margin was 47.6% and management disclosed going-concern uncertainty and material weaknesses in internal control, factors that increase execution risk during Adams’ tenure . Governance shifted in 2025 from a combined Chair/CEO structure under Adams (April 2025 proxy) to a separated structure with Alexander B. Spiro appointed non-executive Chair in September 2025, addressing prior independence concerns .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CleanCore Solutions (ZONE) | Chief Executive Officer; Director | Jun 2024–present | Led shift to direct sales and European expansion via Sanzonate asset purchase; oversaw treasury strategy initiatives and 2022 Plan amendments . |
| CleanCore Solutions (ZONE) | President; CFO; Director | Sep 2022–Jul 2023 | Early-stage scaling and finance leadership pre-IPO; governance role on board . |
| Carson Enterprises, Inc. | Chief Executive Officer | Mar 2009–Feb 2019 | Grew and sold the company in Feb 2019, evidencing small-cap operator and exit experience . |
| Bird Dog Capital LLC | Principal (investor) | Jan 2020–present | Leads investments; informs capital allocation and financing approach . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Signing Day Sports, Inc. | Director; Audit, Compensation, Nominating Committee member | Not disclosed | Committee service breadth indicates governance familiarity beyond ZONE . |
Fixed Compensation
| Year (FY) | Base Salary ($) | Target Bonus (%) | Actual Bonus ($) | All Other Comp ($) | Source |
|---|---|---|---|---|---|
| 2025 | – | – | 175,000 | 104,000 | |
| 2024 | – | – | – | 110,000 |
Notes:
- Effective September 5, 2025, Adams’ employment agreement provides an annual base salary of $640,000 and a $400,000 signing bonus; it also includes a discretionary annual performance bonus of $100,000 tied to maintaining a digital asset treasury strategy for six months, plus a special $100,000 bonus upon achieving $100M of total digital assets under the company’s digital asset treasury strategy .
Performance Compensation
| Instrument/Metric | Weighting | Target | Actual/Payout | Vesting/Key Terms |
|---|---|---|---|---|
| Stock awards (RS/RSU value) FY2025 | – | – | $1,860,000 grant-date fair value | Per 2022 Plan; award mix/time-based not detailed in proxy . |
| Options (legacy) | – | – | 2,000,000 options | Strike $0.25; expiry 09/16/2032; shown fully exercisable as of Jun 30, 2024 . |
| Annual bonus—digital asset treasury | – | Maintain digital asset treasury for six months | $100,000 if achieved | Discretionary annual bonus condition; paid upon satisfaction within fiscal period . |
| Special bonus—digital asset AUM | – | Digital asset treasury reaches ≥$100,000,000 | $100,000 if achieved | Paid on achievement date . |
| Employment equity grant | – | – | 3,250,000 restricted shares to be granted | To be granted within 5 business days after increasing share reserve; schedule not specified in agreement . |
Additional details and vesting:
- Consulting-related equity: On June 11, 2025, ZONE agreed to issue 500,000 shares of restricted stock to Adams in connection with amending his Birddog Capital consulting arrangement (superseding an earlier RSU concept under an April 1, 2024 agreement where RSUs had been forfeited) .
- 2022 Equity Incentive Plan permits performance and time-based awards; administrator may include change-in-control acceleration; annual evergreen increases and amendments expanded share capacity (to 5,000,000 in April 2025; to 25,000,000 by September 2025), increasing potential equity-based pay capacity and dilution .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (Oct 27, 2025 record date) | 6,118,795 shares; 3.04% of outstanding | Based on 201,258,472 shares outstanding; common-only cap table in Oct 2025 proxy . |
| Options outstanding (as of Jun 30, 2024) | 2,000,000 shares | Class A options at $0.25 strike; fully exercisable; expiry 09/16/2032 . |
| Voting control context (Apr 22, 2025 record date) | 71.99% total voting power | Resulted from 2,000,000 Class A (10 votes/share) plus Class B; concentrated control . |
| Pledging/Hedging | Prohibited absent pre-approval | Insider trading policy prohibits hedging/pledging unless approved; also bans short sales . |
| Ownership guidelines | Not disclosed | No executive stock ownership guidelines disclosed in proxies . |
Implications:
- Share reserve expansions and potential 3.25M restricted share grant create prospective equity overhang and future selling/vesting pressure; however, pledging/hedging limitations mitigate certain alignment risks .
Employment Terms
| Term | Details |
|---|---|
| Effective date/term | Employment agreement dated Sept 5, 2025; 3-year term with 1-year auto-renewals unless 30 days’ notice given . |
| Base salary | $640,000 annually . |
| Sign-on bonus | $400,000 . |
| Annual bonus | Discretionary $100,000 contingent on maintaining a digital asset treasury strategy for six months . |
| Special bonus | $100,000 upon digital asset treasury reaching ≥$100M . |
| Equity | Company agreed to grant 3,250,000 restricted shares under the 2022 Plan following a plan share increase . |
| Severance (Good Reason/No Cause) | Lump sum equal to the greater of: (a) remaining base salary for the term or (b) one year of base salary; plus full annual bonus and, if the $100M milestone achieved but unpaid, the special bonus; all RSUs granted under the employment agreement vest; other awards per plan . |
| Severance (Resignation w/o Good Reason or For Cause) | Accrued salary, unused vacation if applicable, reimbursable expenses, and benefits per plan . |
| Change-in-control | Plan-level provision allows administrator to include accelerated vesting; specific CIC multiple/trigger for CEO not separately enumerated in proxy . |
| Covenants | Confidentiality; no explicit non-compete/non-solicit described for Adams in the cited section . |
| Clawbacks | Not disclosed in proxies . |
| Insider trading/hedging | Hedging and pledging prohibited absent approval; blackout windows enforced . |
Board Service & Governance
- ZONE Board history and roles:
- April 2025 proxy lists Adams as Chairman and CEO (combined roles), a structure the board justified at that time .
- By October 28, 2025, Alexander B. Spiro is Chairman; board determined all directors other than Adams and CFO David Enholm are independent under NYSE American; committee membership limited to independent directors, indicating Adams is not on audit, compensation, or nominating committees .
- Board and committee activity: In FY2025 the board met five times; each incumbent attended ≥75% of meetings. Audit met 4 times; Compensation met once; Nominating/Governance met once .
- Independence and control: The company disclosed a dual-class structure in April 2025 under which Adams could control a majority of voting power; risk factors also reference his concentrated voting power (approximately 66%) and “controlled company” status under NYSE American, though the company noted it was not relying on the controlled company exemptions at that time; smaller reporting company exemptions were utilized for board composition and audit committee size .
- Other directorships/committees: Adams serves on the board and committees (audit, compensation, nominating) of Signing Day Sports, Inc. .
Dual-role implications:
- April 2025’s combined Chair/CEO structure concentrated authority; the September 2025 appointment of a separate non-executive Chair improves oversight and mitigates independence concerns prospectively .
Compensation Structure Analysis
- Equity-heavy FY2025 pay: Stock awards ($1.86M) dominated compensation in FY2025, with modest cash bonus ($175k) and “all other” comp ($104k), aligning pay to equity value yet increasing dilution potential given Plan expansions .
- Shift toward higher fixed cash: The September 2025 CEO agreement adds a sizable base salary ($640k) and defined cash bonuses tied to a digital asset treasury strategy, increasing fixed/guaranteed elements relative to prior year disclosures .
- Metric calibration: Key CEO bonus triggers emphasize maintaining a digital asset treasury and achieving $100M digital asset AUM, which are strategic/treasury milestones rather than core operating KPIs (e.g., revenue, EBITDA, gross margin) .
- Equity award structures: A large future restricted share grant (3.25M) and June 2025 restricted stock issuance (500k) increase potential supply; 2022 Plan amendments (evergreen and share increases) amplify equity availability and potential dilution .
Related Party Transactions (Governance red flags)
- Loans/notes with Adams: Revolving credit note up to $500,000 (no advances outstanding at June 30, 2025); original issue discount note (OID) issued Dec 24, 2024 (amended May 2, 2025) with $290,241 outstanding at June 30, 2025, repaid in September 2025; short-term amounts due to Adams for company expenses on his credit card .
- Consulting arrangements via Birddog Capital LLC (owned by Adams): Monthly fees (increased to $22,000 in 2024), milestone payment ($175,000) and equity; June 11, 2025 amendment referenced deferred expenses and 500,000 restricted shares issuance to Adams .
- Litigation settled: Former CEO litigation against the company added Adams as defendant; settled June 2025; suit dismissed with prejudice on June 26, 2025 .
Performance & Track Record
| Metric | FY2024 | FY2025 |
|---|---|---|
| Revenue ($) | 1,604,973 | 2,072,834 |
| Gross Profit ($) | 795,812 | 986,465 |
| Gross Margin (%) | 49.6% | 47.6% |
| Operating Loss ($) | (1,946,734) | (6,386,341) |
| Net Loss ($) | (2,281,742) | (6,742,275) |
| Cash from Operations ($) | (1,547,880) | (2,337,659) |
| Going Concern | — | Substantial doubt disclosed |
Citations: revenues, margins, losses, cash flow and going-concern per FY2025 10-K .
Key operational updates:
- KBS customer purchase orders; revenue concentration (KBS accounted for 42% FY2025 revenue, 47% AR) increases customer concentration risk .
- Sanzonate Europe asset acquisition (April 15, 2025) supports EU expansion; initial cash outlay $425k plus note and earn-out structure .
Control environment and listing risks:
- Material weaknesses in internal control and going-concern language; risk of listing issues and volatility highlighted in risk factors .
Director Compensation (context)
- As an executive director, Adams is not in the non-executive director compensation program; FY2025 director comp in proxy focused on an option grant to independent director Peter Frei on June 5, 2025 (150,000 options at $3.73, staged vesting) .
Say-on-Pay & Shareholder Feedback
- As an emerging growth company, ZONE is exempt from certain executive compensation disclosures and advisory votes (say-on-pay/say-on-frequency); no say-on-pay results were disclosed in the cited filings .
Investment Implications
- Alignment vs. dilution: Significant equity reliance (existing options and new restricted shares), evergreen increases, and planned 3.25M CEO grant increase dilution risk and potential insider selling overhang as awards vest; but anti-hedging/pledging policy supports alignment while employed .
- Cash burn and control weaknesses: Larger FY2025 loss, negative operating cash flow, going-concern disclosure, and material weaknesses in ICFR elevate execution risk; monitoring remediation, capital raises, and top-customer retention is critical .
- Governance trend improving: Separation of Chair/CEO by September 2025 mitigates earlier concentration of power; however, Adams’ historical voting control and related-party ties warrant continued scrutiny of board independence and committee oversight .
- Incentive metrics focus: Cash bonus triggers tied to digital asset treasury strategy may divert emphasis from core operating KPIs (revenue growth, gross margin improvement, EBITDA), potentially misaligning pay-for-performance with the core aqueous ozone business; investors may push for more operating KPI-linked PSUs .
- Customer concentration and scale-up risk: Heavy concentration (e.g., KBS) and lack of long-term purchase commitments, combined with supply dependencies, magnify volatility; incentive designs tied to diversified revenue and margin expansion could better align outcomes .
Citations:
- CEO background, roles, age, education:
- FY2025 performance and risk factors:
- Governance structure and independence:
- Compensation, employment, equity plans:
- Ownership/controls:
- Insider policy (hedging/pledging):
- Related party transactions and litigation:
- Customer concentration and acquisitions: