Sarah R. Tomolonius
Quest Resource HoldingAbout Sarah R. Tomolonius
Independent director at Quest Resource Holding Corporation since September 2016; age 45. Background spans investor relations and sustainability in private equity and consumer tech: Partner, Head of Investor Relations at M13 (since Mar 2020), co-founder of the Sustainability Investment Leadership Council, with prior IR/marketing roles at Arlon Group and Citi Private Equity, and earlier roles at Edelman and NRDC. The Board classifies her as independent and has designated her an “audit committee financial expert,” reflecting finance and reporting proficiency with ESG experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| M13 (venture capital) | Partner, Head of Investor Relations | Mar 2020–present | Investor relations leadership; fundraising/LP communications |
| Sustainability Investment Leadership Council | Co-Founder | Jan 2015–present | Promotes sustainability in investment governance |
| Arlon Group (food & ag private equity) | VP, Marketing & Investor Relations | Dec 2012–Jun 2018 | IR/marketing strategy for PE portfolio |
| Arlon Group | Sr. Professional, Mgmt Reporting & Analytics | Dec 2010–Dec 2012 | Reporting/analytics for investment platform |
| Citi Private Equity | Associate, Investor Relations | Oct 2008–Dec 2010 | IR support; group later acquired by StepStone |
| Edelman | Research Analyst, Corporate & Public Affairs | Oct 2005–Sep 2007 | Research/communications |
| NRDC | Program Assistant, Water & Coastal Program | Oct 2002–Sep 2005 | Environmental program support |
External Roles
| Organization | Position | Tenure | Notes |
|---|---|---|---|
| Private Equity International IR/Marketing/Comms Forum | Advisory Board Member | Aug 2023–present | Industry forum governance input |
| New York Alternative Investment Roundtable | Chair, Sustainability Committee | n/d | Sustainability leadership in alternatives |
Board Governance
- Independence: Board determined Ms. Tomolonius is independent under Nasdaq and SEC rules.
- Committee assignments (no chair roles): Audit; Compensation; Nominations & Corporate Governance.
- Financial expertise: Designated as an “audit committee financial expert.”
- Years of service: Director since Sep 2016 (Class I; up for election in 2025).
- Attendance and engagement: In 2024, no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 annual meeting.
- Executive sessions: Independent directors meet in regular executive sessions.
- Clawbacks, hedging/pledging, ownership: Company maintains 2019 clawback plus 2023 Dodd-Frank policy; hedging and pledging are prohibited; directors have stock ownership guidelines.
Fixed Compensation (Director)
| Component | Program Terms (Annual) | 2024 Actual Cash Fees (Ms. Tomolonius) |
|---|---|---|
| Base director retainer (non-employee) | $42,000 | $14,165 |
| Audit Committee member (non-chair) | $7,875 | Included in above (equity election reduces cash) |
| Compensation Committee member (non-chair) | $5,250 | Included in above |
| Nominations & Corporate Governance member (non-chair) | $3,938 | Included in above |
| Meeting fees | None disclosed | — |
| Notes | Directors may elect to receive retainers in DSUs; reimburse travel expenses | Equity elections shift compensation from cash to stock units |
Performance Compensation (Director Equity)
| Grant/Recognition | Grant Date | Instrument | Shares/Units | Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual director equity | Aug 12, 2024 | RSU | 10,409 | $78,744 | Vests on first anniversary (Aug 12, 2025) |
| Stock awards recognized in 2024 (incl. DSUs for fee deferral and RSUs) | 2024 | DSU/RSU | n/a | $119,656 | DSUs settle at end of service; RSU per above |
The director program allows DSU elections of cash retainers, directly increasing equity alignment and reducing cash fees reported.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Ms. Tomolonius in QRHC’s proxy. |
| Compensation Committee interlocks | Committee comprised of Culpepper, Nolan, Tomolonius; no interlocks or related-person transactions disclosed. |
Expertise & Qualifications
- Audit/finance: Audit Committee member and designated “audit committee financial expert.”
- Investor relations and capital formation: Senior IR roles at M13 and Arlon Group.
- Sustainability/ESG: Co-founded Sustainability Investment Leadership Council; chaired sustainability initiatives in industry forums; prior environmental work at NRDC.
Equity Ownership
| Measure (as of date) | Amount | Notes |
|---|---|---|
| Beneficial ownership (May 29, 2025) | 177,450 shares; <1% of outstanding | Includes 138,650 vested options and 24,874 DSUs |
| Outstanding director equity (Dec 31, 2024) | 30,544 stock awards; 138,650 options | Director awards outstanding year-end 2024 |
| Pledging/hedging | Prohibited for directors and officers | Policy bars hedging and pledging company stock |
| Ownership guidelines | Non-employee directors required to hold at least $100,000 (acquisition price basis) within 5 years | Applies to all non-employee directors |
Governance Assessment
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Strengths
- Independent director with multi-committee service (Audit, Compensation, Nominating), designated audit committee financial expert—supports board oversight in financial reporting, pay, and governance.
- Strong alignment: significant use of equity via RSUs and DSUs; low cash fees likely reflect equity election; hedging/pledging prohibited; director ownership guidelines in place.
- Attendance/engagement: at least 75% attendance and presence at annual meeting; independent executive sessions in place.
- No related-party transactions or compensation committee interlocks disclosed.
-
Watch items
- Section 16 compliance: Filed one Form 4 late for an Aug 16, 2024 RSU vesting (along with certain other directors), described as inadvertent and corrected—process reminder but not indicative of trading abuse.
- Not a committee chair currently; leadership influence is via membership across three key committees. Chairs are held by other directors.
- External role at M13 (VC) does not present a disclosed conflict; continue to monitor for any related-party dealings; none disclosed in 2024/2025 proxy.