Elissa Shane
About Elissa Shane
Elissa J. Shane, 45, is Chief Operating Officer (COO) of TOMI Environmental Solutions (NASDAQ: TOMZ) since January 1, 2018 and has served on TOMI’s Board as a Class I director since July 2021; she holds a B.A. in Psychology and Communications with a minor in Economics from USC (2001) . She is the daughter of CEO and Chairman Dr. Halden S. Shane, which raises independence considerations in governance; she is an employee director rather than independent . Company performance context: TOMI’s TSR-based value of an initial $100 investment was $11.34 (2022), $23.38 (2023), $24.31 (2024), while GAAP net losses were $(2,880,060), $(3,402,592), $(4,476,762), respectively . Most recent annual revenues and EBITDA for 2022–2024 are shown below (values marked with asterisk are from S&P Global).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TOMI Environmental Solutions | Chief Operating Officer | Jan 2018 – Present | Operations leadership; oversees company execution |
| TOMI Environmental Solutions | Chief Regulatory & Compliance Officer | Sep 2015 – Dec 2017 | Regulatory/compliance oversight |
| TOMI Environmental Solutions | Corporate Secretary | 2016 | Corporate governance administration |
| Levi Lubarsky Feigenbaum & Weiss LLP | Paralegal | Jan 2014 – Sep 2015 | Directed litigation cycle operations from inception through appeal |
| Olshan Frome Wolosky LLP | Paralegal | Sep 2009 – Jan 2014 | Managed regulatory/compliance issues and litigation procedures |
External Roles
No external public-company directorships or external roles are disclosed for Ms. Shane in TOMI’s proxy and recent 8-K filings .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 326,700 | 269,528 (reduced by 30% from Jun 1–Dec 31, 2024 per cost-saving measures) |
| Bonus ($) | — | — |
| All Other Compensation ($) | 12,000 (auto allowance) | 12,000 (auto allowance) |
- June 6, 2024: Board approved temporary cash salary reductions to achieve profitability—Ms. Shane’s salary reduced by 30% for Jun 1–Dec 31, 2024 .
Performance Compensation
| Award Type | Grant Year | Shares/Units | Exercise Price | Grant Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|---|
| Stock Option | 2023 | 50,000 | $0.85 | 37,817 | 10-year term; vested | Annual option under employment agreement |
| Stock Option | 2024 | 50,000 | $0.75 | 32,068 | 10-year term; vested | Annual option under employment agreement |
- Bonus/incentive metrics: Her employment agreement provides eligibility for an annual cash bonus and incentive compensation; no specific performance metrics, weightings, or targets are disclosed .
- Equity structure: Service-vested stock options; no disclosed PSU/TSR metric programs for NEOs .
Equity Ownership & Alignment
| Holder | Total Beneficial Ownership (Shares) | % of Common Stock | Direct/Common Shares | Options/Warrants Exercisable within 60 days |
|---|---|---|---|---|
| Elissa J. Shane | 493,914 | 2.4% | 267,664 | 226,250 |
- Pledging/Hedging: Company insider trading policy prohibits hedging or monetization transactions involving TOMI securities; no pledging is disclosed .
- Ownership guidelines: None disclosed for executives/directors in the proxy .
Outstanding Equity Awards (as of Dec 31, 2024)
| Security | Status | Exercise Price ($) | Expiration |
|---|---|---|---|
| Option (2016 Plan) – 12,500 | Vested | 0.96 | 1/15/2025 |
| Option (2016 Plan) – 18,750 | Vested | 0.80 | 1/15/2025 |
| Warrant – 6,250 | Vested | 4.00 | 4/24/2030 |
| Option (2016 Plan) – 31,250 | Vested | 7.06 | 10/1/2025 |
| Option – 57,500 | Vested | 1.12 | 1/18/2032 |
| Option – 50,000 | Vested | 0.85 | 1/26/2033 |
| Option – 50,000 | Vested | 0.75 | 5/15/2034 |
- Note: Several grants had 2025 expirations (Jan 15, Oct 1), creating time-bound exercise decisions earlier in 2025 .
Employment Terms
| Term | Details |
|---|---|
| Agreement Date/Effective | Employment agreement dated Oct 1, 2020 (effective Oct 1, 2020) |
| Base Salary | At least $270,000; subject to annual review/increase by Compensation Committee |
| Bonus Eligibility | Eligible for annual cash bonus and other annual incentives |
| Initial Equity | Originally 93,750 warrants at $6.17 (10/1/2020); amended to 31,250 options at $7.06; warrants canceled |
| Vehicle Allowance | $1,000 per month |
| Benefits/Vacation | Up to 4 weeks paid vacation (accrues to 6), participation in group benefit plans |
| Term & Renewal | Initial term three years; auto-renewal for successive one-year terms unless 120 days’ prior notice |
| Change-in-Control | Lump sum of 1.5 years’ salary upon termination as COO as a result of a change in control (double trigger) |
| 2024 Cost Actions | Temporary 30% salary reduction Jun 1–Dec 31, 2024 |
Board Governance
- Board service: Class I director since July 2021; term expires at the 2027 annual meeting .
- Committee roles: Ms. Shane is not listed as a member of the Audit, Compensation, or Nominating & Governance Committees; those committees are composed of independent directors (Fragasso, Lim, Paul) .
- Independence: The Board affirmatively determined Messrs. Fragasso, Paul, and Dr. Lim are independent; Ms. Shane is management and is the CEO’s daughter, implying non-independence .
- Attendance: All incumbent directors attended at least 100% of Board and applicable committee meetings in FY 2024 .
- Board leadership: CEO also serves as Chairman; Board retains flexibility on combined roles; combined CEO/Chair is currently deemed appropriate (dual-role implication for oversight) .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $8,338,099* | $7,354,564* | $7,738,842* |
| EBITDA ($) | $(2,552,835)* | $(2,982,600)* | $(3,808,224)* |
| TSR – Value of $100 Investment ($) | 11.34 | 23.38 | 24.31 |
| Net Income (Loss) ($) | (2,880,060) | (3,402,592) | (4,476,762) |
- Values marked with an asterisk (*) retrieved from S&P Global.
- Pay vs Performance disclosure indicates CAP for NEOs decreased as net losses increased; management cites short selling as a factor impacting TSR levels .
Risk Indicators & Red Flags
- Related party: Ms. Shane is the CEO’s daughter; family relationship disclosed (governance independence concern) .
- Dual role at top: CEO is also Chairman; potential concentration of power in leadership structure .
- Section 16(a) compliance: One untimely Form 4 for Elissa J. Shane (Jan 8, 2024) relating to an option conversion .
- Hedging policy: Prohibits hedging/monetization transactions; positive alignment signal .
- Compensation discretion: No disclosed quantitative performance metrics linked to executive bonus payouts, indicating discretion .
Compensation Committee Analysis
- Composition: Fragasso (Chair), Lim, Paul—all independent under Nasdaq/SEC rules .
- Process: Oversees officer/director compensation plans/policies; met 2 times in FY 2024 .
- Consultant conflicts: Not disclosed; Mr. Paul provides legal services to the company (advisory arrangement), considered in independence assessment .
Equity Compensation Plan Information
- Equity plans: 2016 Equity Incentive Plan authorized 2,000,000 shares after 2020 amendment; total outstanding options/warrants: 1,964,000; weighted-average exercise price $2.26 .
Investment Implications
- Alignment: Ms. Shane holds 2.4% of common stock beneficially with a meaningful portion in vested options/warrants (226,250 exercisable within 60 days as of Sept 15, 2025), aligning incentives but also introducing potential exercise-driven trading around expirations .
- Retention/CoC: Double-trigger change-in-control severance of 1.5x salary is modest vs typical small-cap CEO levels, balancing retention with shareholder protections; annual options provide ongoing equity exposure .
- Governance risk: Family relationship with the CEO and combined CEO/Chair role imply stronger need for independent oversight; Ms. Shane does not sit on key committees, which mitigates some independence concerns at the committee level .
- Pay-for-performance: Discretionary bonus eligibility without disclosed metrics and persistent net losses may challenge pay-performance narratives; the 2024 salary reduction is a positive cash preservation signal .
- Trading signals: Multiple option expirations in 2025 (Jan/Oct) indicate periods of potential insider exercise activity earlier this year; hedging is prohibited, reducing misalignment risk .