Peter Frei
About Peter Frei
Peter Frei (age 34) is an independent director of CleanCore Solutions, Inc. (ZONE) since June 2025; he is designated as the Audit Committee Chair and an “audit committee financial expert.” He holds a degree in Economics from Creighton University’s Heider College of Business and brings significant investment experience, particularly in real estate capital allocation. He currently serves as Vice President of Investments at NewStreet Properties, LLC, and previously worked as an investment broker at OMNE Partners (2017–2020).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OMNE Partners (commercial real estate) | Investment Broker | Sep 2017 – Aug 2020 | Brokerage and investment sourcing experience |
External Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| NewStreet Properties, LLC | Vice President of Investments | Current (as of Oct 27, 2025) | Oversees sourcing, allocation, and deployment of capital; firm with over $1.2B AUM |
Board Governance
- Independence: The Board determined Peter Frei is an independent director under NYSE American rules; only the CEO (Adams) and CFO (Enholm) are non-independent. The Board reviewed related-party transactions and found no relationships that impair independence.
- Committee assignments: Audit Committee Chair; designated “audit committee financial expert” and financially sophisticated under NYSE American rules. Audit met 4 times in FY 2025.
- Board activity: Board met 5 times in FY 2025; each incumbent director attended at least 75% of Board and applicable committee meetings during their service period.
- Governance structure: Separate Chairman (Alexander B. Spiro), independent from CEO; Board oversees risk through Audit, Compensation, and Nominating & Corporate Governance committees.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (FY 2025) | $0 | Company disclosed no director cash compensation in FY 2025 |
| Committee membership fees | Not disclosed | No cash fees disclosed for FY 2025 |
| Committee chair fee | Not disclosed | No cash fees disclosed for FY 2025 |
| Meeting fees | None disclosed | Company disclosed no director cash compensation in FY 2025 |
| Option award (shares) | 150,000 | Granted 2025-06-05 under 2022 Plan |
| Option strike price | $3.73 | As disclosed for the grant |
| Vesting schedule | 10% at grant; remaining 90% vests monthly over 24 months | Grant on 2025-06-05; equal monthly installments thereafter |
Performance Compensation
| Metric Type | Details |
|---|---|
| Performance-based director compensation | None disclosed for directors in FY 2025 (no RSUs/PSUs, bonuses, or metric-Linked awards) |
| Plan capabilities (context) | The 2022 Equity Incentive Plan permits performance awards with administrator-set goals; change-of-control provisions can include vesting acceleration if included in award agreements (plan-level, not director-specific) |
Other Directorships & Interlocks
| Company/Organization | Public Company? | Role | Committee Roles | Potential Interlocks |
|---|---|---|---|---|
| NewStreet Properties, LLC | No | Vice President of Investments | Not disclosed | None disclosed |
| Other public company boards | — | None disclosed | — | None disclosed |
No additional public company directorships or interlocks are disclosed for Peter Frei. The proxy highlights interlocks tied to House of Doge Inc. for other directors (Spiro, Stebbing), not Frei.
Expertise & Qualifications
- Designated audit committee financial expert; meets NYSE American financial sophistication requirements.
- Economics degree (Creighton University, Heider College of Business).
- Investment and capital deployment expertise; real estate acquisitions and development oversight.
Equity Ownership
| Component | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 52,209 shares | Less than 1% of class as of Record Date; includes direct and options exercisable within 60 days |
| Common shares held directly | 3,459 shares | As disclosed |
| Options exercisable within 60 days | 48,750 shares | As disclosed |
| Total options granted | 150,000 options | Granted 2025-06-05 at $3.73 strike |
| Options unexercisable (remaining) | 101,250 options | Derived from grant less exercisable within 60 days |
| Shares outstanding (Record Date) | 201,258,472 | Basis for % of class computation |
| Pledged/hedged | None disclosed; company policy prohibits pledging/hedging without approval | Insider trading policy restricts hedging/pledging; no pledging disclosed for Frei |
Governance Assessment
- Strengths: Independent director; Audit Committee Chair with financial expert designation; no disclosed related-party transactions involving Frei; Board confirms independence across committees; audit oversight active with four meetings in FY 2025.
- Alignment: Equity-only director compensation in FY 2025 (no cash retainer/fees), providing ownership-linked incentives; option grant with time-based vesting supports medium-term alignment without short-term cash incentives.
- Engagement: Board met 5 times in FY 2025; each incumbent director achieved at least 75% attendance across Board and committee commitments (Frei elected June 5, 2025).
- Policies: Robust insider trading policy, including hedging and pledging prohibitions; governance guidelines emphasize independence and Board oversight of risk.
- Oversight sensitivity: Significant related-party and strategic relationships exist for the company with House of Doge Inc./Dogecoin Ventures and 21Shares; while not linked to Frei, his audit chair role implies elevated oversight expectations on treasury/related-party approvals and fee structures.
RED FLAGS
- None specifically disclosed for Peter Frei: no related-party transactions, no legal proceedings, and no late Section 16 filings cited for him.
Insider Trades
| Filing Date | Form Type | Transaction | Shares | Price | Notes |
|---|---|---|---|---|---|
| — | — | — | — | — | No Form 4 filings found for ZONE in tool search window (2024–2025). |