Tim Stebbing
About Tim Stebbing
Tim Stebbing (age 46) is an independent director of CleanCore Solutions, Inc. (ZONE) appointed on September 5, 2025; he serves as Chief Technology Officer of House of Doge Inc. and has been Director of Product on the Dogecoin Foundation’s board since 2021, with prior experience as CTO at Ynomia Pty Ltd. His board appointment was designated by House of Doge under securities purchase agreements tied to ZONE’s September 2025 capital raise and Dogecoin treasury strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ynomia Pty Ltd | Chief Technology Officer | Not disclosed | Prior CTO experience referenced in ZONE director bio . |
| House of Doge Inc. | Chief Technology Officer | Since Mar 2025 | Technology leadership at entity that designated his ZONE directorship . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dogecoin Foundation | Director of Product | Since 2021 | Leads development of broader Dogecoin ecosystem and adoption . |
Board Governance
- Independence: The board determined Stebbing is independent under NYSE American rules; board also concluded all committee members are independent and compliant with Rule 10A‑3 (audit committee) .
- Committees: Appointed to Audit, Compensation, and Nominating & Corporate Governance Committees on Sept 5, 2025; Alexander B. Spiro named Chairman of the Board the same day .
- Committee chairs: Audit Committee chaired by Peter Frei; audit met four times in FY2025. Compensation and Nominating committees each met once in FY2025 .
- Attendance: The board met five times in FY2025, and each incumbent director attended at least 75% of meetings for the period served; Stebbing joined after the June 30, 2025 fiscal year-end, so no FY2025 attendance data applies to him .
- Tenure & seat source: Spiro and Stebbing were designated by House of Doge under September 2025 purchase agreements; for so long as House of Doge holds ZONE stock, it retains replacement designation rights for these seats (subject to board acceptability) .
Fixed Compensation
- No cash retainer, committee fees, or meeting fees were disclosed for directors for the fiscal year ended June 30, 2025; director compensation moved to equity for new appointees post year-end (see Performance Compensation) .
- Expense reimbursement: ZONE agreed to reimburse pre‑approved reasonable business expenses for Stebbing in connection with director duties .
- Indemnification and D&O: ZONE executed an indemnification agreement with Stebbing on Sept 5, 2025 (advancement within 10 business days; presumption of indemnification; company as indemnitor of first resort) and maintains D&O insurance covering directors .
Performance Compensation
| Award Type | Grant/Start Terms | Quantity/Value | Vesting & Key Terms |
|---|---|---|---|
| RSUs (initial) | Granted within 5 business days after Sept 5, 2025 director agreement | 120,000 RSUs | Vests monthly in equal installments over 12 months . |
| RSUs (annual, ongoing) | Each year after first anniversary of director agreement | $120,000 worth of RSUs at the closing price on each anniversary | Vests monthly in equal installments over 12 months each year . |
- No performance metrics were disclosed for director equity; awards are time‑based. There is no stock option award for Stebbing disclosed; RSUs constitute equity compensation .
- Plan-level CoC/acceleration: The 2022 Equity Incentive Plan permits the administrator to include change‑of‑control provisions such as vesting acceleration in award agreements; treatment depends on the plan/award terms .
Other Directorships & Interlocks
| Entity | Relationship to ZONE | Individual’s Role | Interlock/Transaction Detail |
|---|---|---|---|
| House of Doge Inc. | ZONE stockholder with board designation rights | Stebbing: CTO; also designated his ZONE board seat | House of Doge can designate replacements for its designees while it holds ZONE stock . |
| Dogecoin Ventures, Inc. (wholly-owned by House of Doge) | Asset manager to ZONE’s Dogecoin treasury | Affiliate of Stebbing’s employer (House of Doge) | 10‑year Asset Management Agreement; fees: 2.00% up to $1B AUM (1.75% to Dogecoin Ventures; 0.25% to 21Shares), 1.75% $1–1.5B, 1.50% >$1.5B; payable in ZONE stock, cash, or Dogecoin . |
| Dogecoin Ventures, Inc. | Strategic advisor to ZONE | Affiliate of Stebbing’s employer | Received five‑year warrants: 8,750,021 @ $1.00 and 5,250,013 @ $1.33, exercisable upon charter authorization; subject to 4.99%/9.99% blocker . |
| 21Shares US LLC | Non‑discretionary advisor on treasury strategy | Unrelated to Stebbing | Five‑year term (extendable) under asset management agreement; share of fees as above . |
Expertise & Qualifications
- Digital asset product and ecosystem leadership (Dogecoin Foundation Director of Product since 2021) .
- Technology leadership as CTO (House of Doge; prior Ynomia) .
Equity Ownership
| Holder | Shares Owned | RSUs/Options (exercisable/vesting ≤60 days) | Percent of Class |
|---|---|---|---|
| Tim Stebbing | 10,000 common | 20,000 RSUs vesting within 60 days | <1% |
Notes:
- Beneficial ownership as of record date Oct 27, 2025; total outstanding 201,258,472 shares .
Governance Assessment
- Positive indicators:
- Independent director status and immediate assignment to all three key committees expand independent oversight; audit chaired by an “audit committee financial expert” (Frei) .
- Insider trading policy prohibits hedging and pledging; blackout periods in place, enhancing alignment and trading controls .
- Material conflict risks — RED FLAGS:
- Designation rights: Stebbing’s seat was designated by House of Doge; House of Doge retains board replacement rights while holding ZONE shares, concentrating influence among an affiliate tied to ZONE’s new strategy .
- Related-party exposure: ZONE entered a 10‑year Asset Management Agreement with Dogecoin Ventures, a wholly‑owned subsidiary of House of Doge (Stebbing’s employer), with up to 2.0% annual fees on the first $1B and payment potentially in ZONE stock or Dogecoin; also issued large strategic advisor warrants to Dogecoin Ventures, creating ongoing economic ties and potential conflicts at both the corporate and director levels .
- Strategy dependence: ZONE’s September 2025 pivot allocates ~US$118M net proceeds to acquire Dogecoin and establishes long‑dated advisory arrangements; the board acknowledges high volatility, regulatory uncertainties, listing standard implications, and risk that treasury assets do not count toward cash/working capital for NYSE American compliance, heightening governance scrutiny of committee oversight where Stebbing serves .
- Although the 8‑K states no Item 404(a) related‑party transaction for Stebbing, his dual role at House of Doge alongside ZONE’s agreements with its subsidiary could be perceived as a conflict requiring robust recusal and audit committee oversight for continued investor confidence .
Additional Reference Data (Board & Committees)
- Board met five times in FY2025; audit (4x), compensation (1x), nominating (1x). Each incumbent director met the 75% attendance threshold during their service in FY2025 (Stebbing appointed post‑FY) .
Appendix: Director Agreements and Protections
- Independent Director Agreement (Sept 5, 2025): Initial 120,000 RSUs vesting monthly over 12 months; from the first anniversary, annual grants of $120,000 worth of RSUs vesting monthly over 12 months; expense reimbursement .
- Indemnification Agreement (Sept 5, 2025): Advancement of expenses within 10 business days; presumption of entitlement; company acts as indemnitor of first resort; D&O insurance maintained by company .