David Vanston
About David Vanston
David Vanston (age 58) has served as TOMI Environmental Solutions’ Chief Financial Officer since May 30, 2025. He holds an MBA from Warwick University and is a Fellow of the Chartered Certified Accountants (U.K.), with 25+ years of finance and operational leadership across life sciences, manufacturing, and technology sectors . Company performance during his tenure includes Q3 2025 revenue of $2.012M, down 21% year-over-year, with gross margins steady at 61%; nine‑month 2025 sales were $4.619M with a net loss of $1.943M, and management highlighted improved operating cash outflows driven by working capital actions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jon-Don LLC (Incline Partners portfolio) | Chief Financial Officer | Nov 2024–Feb 2025 | Led finance for PE-backed distributor operations |
| Flexan LLC (ILC Dover/New Mountain Capital) | Vice President of Finance | Oct 2023–Nov 2024 | Finance leadership at medical device manufacturer |
| Arcmed (Halma plc portfolio) | Chief Financial Officer | Apr 2021–Oct 2023 | CFO for life sciences contract manufacturer |
| VolitionRx (NYSE) | Chief Financial Officer | Apr 2017–Feb 2021 | Public-company CFO for epigenetics diagnostics |
External Roles
- No public company board directorships or external committee roles disclosed for Vanston .
Fixed Compensation
| Component | Terms | Notes |
|---|---|---|
| Base Salary | $230,000 per year | Effective May 30, 2025 per CFO offer letter |
| Target Bonus | Up to 40% of base salary; discretionary | No formulaic performance metrics disclosed |
| Cash Paid Bonus (Actual) | Not disclosed | No bonus payment disclosed to date in filings reviewed |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| RSUs (Initial) | Time-based | N/A | N/A | 100,000 RSUs granted | Three-year vesting; grant concurrent with appointment (May 30, 2025) |
| RSUs (Additional after 1 year) | Time-based | N/A | N/A | 100,000 RSUs to be granted after one year of employment | Three-year vesting from grant date |
| RSUs (October 2025) | Time-based | N/A | N/A | 100,000 RSUs approved by Compensation Committee | Vests over next 3 years, subject to continued service |
No performance share units (PSUs) or option awards for Vanston are disclosed; all RSU awards appear to be time‑based with service vesting .
Equity Ownership & Alignment
- Beneficial Ownership (as of September 15, 2025): Vanston reported no beneficial ownership of TOMZ common or Series A preferred shares; executives as a group held 5,162,088 common shares (23.5% of class). Shares outstanding basis: 20,075,205 common and 63,750 Series A preferred .
- Pledging/Hedging: No pledging or hedging disclosures identified for Vanston in filings reviewed .
- Ownership Guidelines: No executive stock ownership guideline disclosures identified for Vanston in filings reviewed .
| Item | Amount | Status/Date | Terms |
|---|---|---|---|
| Common shares owned | 0 | Sep 15, 2025 | Reported as “—” in proxy table |
| RSUs – Initial | 100,000 | Granted May 30, 2025 | 3‑year vesting |
| RSUs – October 2025 | 100,000 | Approved Oct 2025 | Vests over next 3 years |
| RSUs – After 1 year | 100,000 | To be granted ~May 2026 | 3‑year vesting post-grant |
| Options (CFO-specific) | — | — | No CFO options disclosed |
Employment Terms
| Term | Disclosure | Details |
|---|---|---|
| Position & Start | CFO effective May 30, 2025 | Appointed upon expiration of interim CFO offer letter |
| Offer Letter | Yes | $230,000 base; up to 40% discretionary bonus; RSUs as described above |
| Severance | Not disclosed | No CFO-specific severance terms found in filings reviewed |
| Change-of-Control | Not disclosed | No CFO change-of-control terms found (CEO/COO terms disclosed; not CFO) |
| Clawback | Not disclosed | No TOMZ-specific clawback policy disclosure identified in reviewed filings [17] |
| Non-compete/Non-solicit | Not disclosed | No restrictive covenant terms disclosed for CFO |
| SOX Certifications | Yes | CFO SOX 302 certification on Q3 2025 10‑Q ; co-signed Q2 2025 10‑Q |
Performance & Track Record
| Metric | Q3 2024 | Q3 2025 | 9M 2024 | 9M 2025 |
|---|---|---|---|---|
| Sales, net ($) | $2,542,251 | $2,011,556 | $6,669,730 | $4,619,229 |
| Gross Profit ($) | $1,561,127 | $1,231,971 | $2,860,840 | $4,086,311 |
| Gross Margin (%) | 61% | 61% | — | — |
| Operating Income ($) | $149,102 | $(321,415) | $(955,562) | $(2,208,569) |
| Net Income (Loss) ($) | $58,962 | $(450,348) | $(1,221,030) | $(1,943,457) |
| Cash used in operations ($) | — | — | $(1,452,862) | $(576,780) |
- Q3 2025 revenue declined 21% YoY due to timing of iHP service sales, with management expecting normal schedules to resume; gross margins were stable at 61% . Nine‑month operating cash outflow improved to $0.577M from $1.453M, attributed to working capital actions (AR and inventory) . The Q3 2025 10‑Q includes a going‑concern disclosure reflecting current liquidity constraints and plans to pursue additional capital, including convertible notes .
Compensation Structure Analysis
- Mix and Risk Profile: Cash compensation is modest ($230k base) with a discretionary bonus up to 40% of salary; equity incentives are exclusively RSUs with time‑based vesting, pointing to service‑driven retention rather than performance‑conditioned payouts .
- Award Evolution: October 2025 Compensation Committee action added 100,000 RSUs to the CFO grant stack, increasing multi‑year equity exposure and reinforcing retention .
- Pay‑for‑Performance: No formulaic performance metrics (revenue/EBITDA/TSR) are disclosed for CFO bonus or RSUs; awards appear discretionary/time-based, limiting direct pay-for-performance linkage .
Vesting Schedules and Potential Selling Pressure
- RSU Vesting: Initial 100,000 RSUs vest over 3 years from May 30, 2025; an additional 100,000 RSUs approved October 2025 vest over the next 3 years; a further 100,000 RSUs are to be granted after one year of employment and would also vest over 3 years .
- Near‑Term Supply: With no beneficial ownership reported as of September 15, 2025, any future supply would come from RSU vesting tranches; actual selling would be subject to insider trading windows and company policies (not disclosed) .
Equity Ownership & Alignment Detail
| Category | Vested | Unvested | Notes |
|---|---|---|---|
| Common shares | 0 | N/A | No reported ownership as of Sep 15, 2025 |
| RSUs (May 2025 grant) | 0 (as of 9/15/25) | 100,000 | 3‑year vesting from May 30, 2025 |
| RSUs (Oct 2025 grant) | 0 | 100,000 | Vests over next 3 years from Oct 2025 |
| RSUs (post‑1yr grant) | N/A | 100,000 (to be granted) | 3‑year vesting post‑grant |
| Options/Warrants | — | — | No CFO‑specific option/warrant awards disclosed |
Governance and Policies
- Say‑on‑Pay: The 2024 AGM reported voting outcomes for director elections, auditor ratification, and reverse split authorization; no advisory vote on executive compensation was reported in that filing .
- Clawback/Ownership Guidelines: No TOMZ‑specific clawback policy or executive stock ownership guideline disclosures identified for Vanston in the reviewed filings [17].
Investment Implications
- Alignment: Vanston’s compensation relies primarily on time‑vested RSUs, which encourage tenure but provide limited direct linkage to financial performance metrics; the absence of disclosed PSUs or formulaic bonus metrics is a weak pay‑for‑performance signal .
- Retention Risk: Staggered 3‑year RSU vesting (initial and October awards, with a prospective post‑1‑year grant) supports retention through 2028; lack of disclosed severance/change‑of‑control protection for the CFO reduces windfall risk but could modestly raise turnover risk in stress scenarios .
- Trading Signals: With zero reported beneficial ownership as of September 15, 2025, future insider selling pressure would be tied to RSU vesting tranches; monitor Form 4s around annual vest dates and policy windows (not found in reviewed dataset) .
- Execution Risk: Operating trends show stable gross margins but variable revenue and continuing net losses with a going‑concern disclosure; improvements in operating cash outflows reflect working capital focus. CFO credibility will hinge on sustaining revenue trajectory and liquidity actions, including capital raises and cash discipline .