Boh Soon Lim
About Boh Soon Lim
Independent Class I director of TOMI Environmental Solutions since January 2018; age 67 per the 2025 proxy. He is a fellow of the Singapore Institute of Directors, with 25+ years in banking and finance, and holds a First-Class Honors B.Eng. (1981) and Ph.D. (1985) in Mechanical Engineering from the University of Strathclyde, UK. The Board has affirmatively determined he is independent under SEC and Nasdaq rules (2025 review).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UBS Capital Asia Pacific Limited | Senior management | Not disclosed | Regional investment committee member for UBS AG in Asia (experience cited) |
| The NatSteel Group | Senior management | Not disclosed | Finance/operations background |
| Rothschild Ventures Asia Limited | Senior management | Not disclosed | Finance/operations background |
| The Singapore Technologies Group | Senior management | Not disclosed | Finance/operations background |
| CSE Global Limited | Director | Until April 2017 | Prior public company directorship |
| Across Asia Limited (Cayman Islands) | Director | Until August 2017 | Prior directorship |
| OUE Commercial REIT Management Pte. Ltd. | Director | Until September 2019 | Prior directorship |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| V.S. Industry Berhad | Director | Not specified in proxy | Listed among current directorships |
| OUE Limited | Director | Not specified in proxy | Listed among current directorships |
| Arise Asset Management Pte. Ltd. | Director | Private | Listed among current directorships |
| TPT Corporation (Cayman Islands) | Director | Private | Listed among current directorships |
| Asri Asset Management Pte. Ltd. | Director | Private | Listed among current directorships |
| EpicQuant Pte. Ltd. | Director | Private | Listed among current directorships |
| Kaiyi (Chongqing) Private Fund Management Co. Ltd. | Director | Private | Listed among current directorships |
| Cap 1 Financial Pte. Ltd. | Director | Private | Listed among current directorships |
| Independent non-executive director (SGX boards) | Director | Public | Currently serves on three SGX-listed company boards (general statement) |
Board Governance
- Board class and term: Class I director; serving since January 2018; Class I terms expire at the 2027 annual meeting.
- Independence: Board determined Dr. Lim is independent under SEC and Nasdaq standards (2025 review).
- Attendance: Board met 4 times in FY2024; each incumbent director attended 100% of Board and applicable committee meetings for their service period.
- Committees: Member, Audit; Member, Compensation; Member, Nominating & Governance; not a chair (current chairs: Audit—Fragasso; Compensation—Fragasso; Nominating—Paul).
- Committee activity levels: Audit met 4 times (FY2024); Compensation met 2 times (FY2024); Nominating & Governance met 1 time (FY2024).
- Oversight emphasis: Audit Committee reviews and approves related-party transactions; Nominating & Governance manages Board independence, disclosure practices, and potential conflicts.
| Committee | Role | FY2024 Meetings | Independence Status |
|---|---|---|---|
| Audit | Member | 4 | Board determined independent |
| Compensation | Member | 2 | Board determined independent |
| Nominating & Governance | Member | 1 | Board determined independent |
Fixed Compensation
| Component | FY2024 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 48,000 | Paid quarterly per director agreement |
| Committee fees | Not disclosed | No separate committee/meeting fees disclosed in proxy |
Performance Compensation
| Equity Grant Type | Grant Date | Shares | Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Annual common stock grant | June 2024 | 20,000 | 15,000 | Not disclosed | Per director agreement; proxy describes “annual grant of shares of common stock” |
No RSUs/PSUs or options disclosed for Dr. Lim in FY2024; the proxy does not describe performance metrics tied to director equity grants.
Other Directorships & Interlocks
| Company | Relationship to TOMZ | Potential Interlock/Exposure |
|---|---|---|
| OUE Limited; V.S. Industry Berhad; other listed private entities above | None disclosed | Proxy indicates Audit Committee oversees related-party transactions; none reported. |
Expertise & Qualifications
- Fellow of the Singapore Institute of Directors; extensive finance and banking experience across regional and multinational organizations (UBS, NatSteel, Rothschild, Singapore Technologies).
- Engineering and analytical credentials with First-Class Honors B.Eng. (1981) and Ph.D. (1985) from University of Strathclyde.
- Public company governance experience with prior and current board roles including SGX-listed companies.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Composition/Notes |
|---|---|---|---|
| Lim Boh Soon | 163,774 | <1% (denoted “*”) | Consists of 163,774 shares of Common Stock held of record by Dr. Lim. |
| Shares outstanding (for % calc) | 20,075,205 Common; 63,750 Series A Preferred (as of 09/15/2025) | — | Used for beneficial ownership percentages in proxy |
- Hedging/pledging: Directors are prohibited from hedging or monetization transactions in TOMZ securities per insider trading policy; pledging is not addressed in the proxy.
Insider Filings Status
| Fiscal Year | Section 16(a) Status for Lim | Notes |
|---|---|---|
| 2024 | No late filings noted | Proxy cites one late Form 4 for Elissa J. Shane; no late filings identified for Dr. Lim. |
Governance Assessment
- Independence and engagement: Independent status affirmed; 100% attendance across Board and committees in FY2024—positive signal for engagement and oversight.
- Committee contributions: Active member across Audit, Compensation, and Nominating & Governance; Audit Committee expressly reviews related-party transactions and recommended inclusion of audited financials in Form 10-K (Audit Committee report signed including Dr. Lim).
- Alignment: Holds 163,774 TOMZ shares; receives modest annual equity grants ($15,000 FV) alongside cash retainer—reasonable alignment for a smaller reporting company. Hedging prohibited, which supports alignment; stock ownership guidelines for directors not disclosed.
- Conflicts/related parties: Proxy reports no related-party transactions; Audit charter requires review/approval for any such transactions greater than the threshold; family relationship exists between CEO and COO (not involving Dr. Lim).
- Board structure context: Combined CEO/Chair structure persists (Board rationale provided)—not specific to Dr. Lim but relevant to overall governance environment in which he operates.
RED FLAGS
- None disclosed involving Dr. Lim: no related-party transactions; no delinquent insider filings; no attendance issues. Monitor breadth of external roles for potential time-commitment constraints, though the proxy reports full attendance in FY2024.