Thomas Cimino
About Thomas Cimino
Thomas James Cimino, 57, has served as Spruce Power’s Interim Chief Financial Officer since June 5, 2025, and as Principal Financial Officer and Principal Accounting Officer, following the resignation of the prior CFO; his appointment is under a Statement of Work with Element 78 Partners LLC tied to a Master Services Agreement executed May 25, 2023 . He previously served as CFO–EVP Finance & Administration at EnfraGen LLC (Jan 2021–Jan 2024), CFO of Vantage Drilling International (Sep 2016–Jun 2020), and earlier held senior roles at the U.S. SEC, PwC’s Global Capital Markets Group, and KPMG; he holds a B.S. in Accounting from Penn State and an MBA from Rice University . As interim CFO, he executed Sarbanes–Oxley Section 302 and 906 certifications on Spruce’s Q2 and Q3 2025 10‑Qs, amid ongoing remediation of material weaknesses in revenue recognition controls and a disclosed going‑concern risk tied to the April 2026 maturity of the SP1 non‑recourse facility .
Company operating results around his interim tenure:
| Metric | Q3 2024 | Q3 2025 |
|---|---|---|
| Revenue ($USD Thousands) | $21,378 | $30,727 |
| Net Loss Attributable to Stockholders ($USD Thousands) | $(53,529) | $(860) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EnfraGen LLC | CFO – EVP Finance & Administration | Jan 2021–Jan 2024 | Led finance for a Latin America grid stability and renewable platform |
| Vantage Drilling International | Chief Financial Officer | Sep 2016–Jun 2020 | Oversaw capital markets and financial reporting for offshore drilling |
| AEI Services | Chief Financial Officer | — | Senior finance leadership in energy infrastructure |
| U.S. Securities and Exchange Commission | Finance Professional | — | Regulatory and reporting expertise |
| PwC – Global Capital Markets Group | Director | — | Complex capital markets and reporting advisory |
| KPMG | Public Accounting | — | Foundational audit/accounting experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | None disclosed in company filings |
Fixed Compensation
| Compensation Element | Structure | Amount | Effective Dates | Notes |
|---|---|---|---|---|
| Interim CFO services via Element 78 Partners LLC | Weekly retainer (contractor) | ~$18,000 per week | Commencing Jun 5, 2025; expected through end of Aug 2025, subject to extension/termination | Travel expenses reimbursed; standard indemnification agreement to be executed |
Performance Compensation
No performance-based incentive structure for Cimino’s interim role is disclosed in company filings; no RSU/PSU or bonus targets specific to Cimino have been reported .
Equity Ownership & Alignment
| Item | Disclosure |
|---|---|
| Beneficial ownership (shares/%) | Not disclosed for Cimino in 2025 proxy ownership tables; he was appointed after the record date and is not included among NEOs/directors listed . |
| Pledging/Hedging | Company Insider Trading Policy prohibits hedging and pledging (prepaid forwards, swaps, collars, exchange funds, puts/calls, short sales) for officers/directors/employees . |
| Stock ownership guidelines | Not specifically disclosed for Cimino; company-level policy discussed, but no individual guideline status reported . |
| Options/RSUs | No awards for Cimino disclosed; CEO and other NEOs' equity shown separately in proxy/10‑Q . |
Employment Terms
| Term | Details |
|---|---|
| Appointment & Role | Appointed Interim CFO; designated Principal Financial Officer and Principal Accounting Officer effective Jun 5, 2025 . |
| Contract Counterparty | Statement of Work under Master Services Agreement (May 25, 2023) with Element 78 Partners LLC . |
| Compensation Vehicle | ~$18,000 per week to Element 78; travel expenses reimbursed . |
| Expected Term | Expected to serve at least through end of Aug 2025; subject to extension/termination by parties . |
| Indemnification | Company’s standard indemnification agreement to be executed with Cimino . |
| Certifications | Signed SOX Section 302 and 906 certifications for Q2 2025 and Q3 2025 10‑Qs . |
| Severance / Change‑of‑Control | Company adopted an Executive Severance Plan effective Aug 6, 2024 (participants include CEO and other executives as recommended/approved), but Cimino’s participation is not disclosed . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| — | — | — | — | — | No Cimino‑specific metrics disclosed . |
Additional Operating Context Relevant to CFO Role
- Internal controls: Company disclosed a material weakness in revenue recognition controls (ASC 606) and an overall control environment weakness; remediation is in progress under Audit Committee oversight .
- Liquidity and going concern: Substantial doubt raised about ability to continue as a going concern due to the April 30, 2026 maturity of the SP1 facility and negative working capital; management plans to refinance, with term sheets obtained .
- Debt and interest risk management: At Q2, Cimino noted non‑recourse project‑level debt and that floating rate instruments are “materially hedged” via swaps into the early 2030s; the hedge had a ~$13.9M net mark‑to‑market at quarter‑end . Q3 filings show ~90% of floating debt hedged and fair value of swap assets of $14.8M .
- Operating execution: The company improved operations and maintenance costs (O&M down 53% YoY in Q3) and increased SREC revenues; Cimino emphasized cash flow discipline and reaching adjusted cash flow from operations positive in Q2 in public remarks .
Investment Implications
- Compensation alignment and retention risk: As a contractor paid a fixed weekly retainer with no disclosed equity awards, Cimino’s interim arrangement provides cost flexibility but limited stock‑price alignment; retention hinges on extension or permanent appointment . Company‑level anti‑hedging/pledging policies are strong alignment safeguards for executives with equity, though Cimino’s equity status is not disclosed .
- Execution and controls: His certification of Q2/Q3 and involvement during remediation of revenue recognition and control environment weaknesses are critical; successful remediation would reduce financial reporting risk and support valuation credibility .
- Financing and liquidity: The disclosed going‑concern risk tied to the SP1 maturity intensifies the importance of Cimino’s capital markets experience; timely refinancing remains a key near‑term catalyst to mitigate foreclosure/cross‑default risks .
- Trading signals/insider activity: No Cimino Form 4 data could be retrieved due to API authorization failure; monitor future Form 4s for any equity grants or transactions that may indicate alignment or selling pressure. Attempted insider‑trades fetch (unauthorized) [insider‑trades tool error].
Monitoring priorities: (1) Disclosure of permanent CFO terms (cash/equity mix, incentives), (2) progress on internal control remediation timelines, (3) SP1 refinancing execution and cost, (4) any RSU/option grants to Cimino and future ownership disclosures in proxies/10‑Ks .
Notes on Data Coverage
- Insider transactions: We attempted to fetch SEC Form 4 transactions for “Cimino” at SPRU for 2024–2025, but the insider‑trades API returned 401 Unauthorized. No insider transaction data could be validated at this time (attempt documented above).
- Ownership: Cimino is not listed in the 2025 proxy’s beneficial ownership table (record date May 13, 2025), consistent with his June 2025 appointment .
Document citations: **[1772720_0001628280-25-030599_pressrelease_sprucepoweran.htm:0]** **[1772720_0001628280-25-030599_spru-20250605.htm:1]** **[1772720_0001628280-25-039904_ex312-spru10xq6302025.htm:0]** **[1772720_0001628280-25-039904_ex322-spru10xq6302025.htm:0]** **[1772720_0001628280-25-051737_ex312-spru10xq9302025.htm:0]** **[1772720_0001628280-25-051737_ex322-spru10xq9302025.htm:0]** **[1772720_0001628280-25-051737_spru-20250930.htm:6]** **[1772720_0001628280-25-051737_spru-20250930.htm:11]** **[1772720_0001628280-25-051737_spru-20250930.htm:25]** **[1772720_0001628280-25-051737_spru-20250930.htm:26]** **[1772720_0001628280-25-051737_spru-20250930.htm:40]** **[1772720_0001628280-25-051737_spru-20250930.htm:44]** **[1772720_0001628280-25-051737_spru-20250930.htm:45]** **[1772720_0001628280-25-051737_spru-20250930.htm:50]** **[1772720_0001628280-25-051737_spru-20250930.htm:51]** **[1772720_0001213900-25-046158_ea0242968-01.htm:20]** **[1772720_0001213900-25-046158_ea0242968-01.htm:35]** **[1772720_0001213900-25-046158_ea0242968-01.htm:44]** **[1772720_2073617_5]** **[1772720_2071563_7]**