Francesco Fragasso
About Francesco Fragasso
Francesco Fragasso, 57, was appointed as a Class II independent director on September 11, 2025; he chairs the Audit Committee and the Compensation Committee and serves on the Nominating and Governance Committee . He is a European Chartered Public Accountant with an MBA from Boston University and BS/MS in Business and Economics from Università Bocconi; the Board identifies him as an audit committee financial expert under SEC rules . His tenure on TOMZ’s board began in September 2025; the Board affirmed his independence under Nasdaq and SEC standards in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hamilton Thorne Ltd. (TSX) | Chief Financial Officer | Aug 2022 – Jan 2025 | Public company reporting and CFO leadership |
| Fluence Corporation Ltd. (ASX) | Chief Financial Officer | 2018 – 2022 | Global water infrastructure finance leadership |
| Desalitech, Inc. | Vice President & Chief Financial Officer | 2015 – 2018 | Scaling operations and finance |
| Novara Fuel Cells, Inc. | Corporate CFO & VP Operations | 2001 – 2014 | Corporate finance and operations leadership |
| MMN SpA (Italy); Deloitte SpA (Italy) | Senior finance/operations roles | Prior to 2001 | Audit/operational foundations |
External Roles
| Organization | Capacity | Public Company Board? | Notes |
|---|---|---|---|
| Hamilton Thorne Ltd. | CFO (former) | Not disclosed | Listed on TSX; role was executive, not director |
| Fluence Corporation Ltd. | CFO (former) | Not disclosed | Listed on ASX; executive role |
| Other entities (Desalitech, Novara Fuel Cells, MMN SpA, Deloitte SpA) | Executive/Professional roles | Not disclosed | No other public company directorships disclosed in bio |
Board Governance
- Committee leadership and membership: Fragasso chairs Audit and Compensation; member of Nominating and Governance .
- Independence: Board affirmed independence for Fragasso (and other non-employee directors) under SEC/Nasdaq; Fragasso deemed audit committee financial expert .
- Meetings: FY2024 Board met 4 times; Audit Committee met 4 times; Compensation Committee met 2 times; incumbents attended 100% of applicable meetings (Fragasso appointed in 2025) .
- Related-party oversight: Audit Committee charter includes review/approval of related-party transactions .
Fixed Compensation
Non-employee director compensation consists of cash fees and annual stock grants under individual director agreements. 2024 compensation (pre-Fragasso appointment) shows role-based retainers (higher for Audit Chair) and common stock awards:
| Director (2024) | Cash Fees ($) | Stock Awards ($) | Stock Award Detail | Total ($) |
|---|---|---|---|---|
| Walter Johnsen | 48,000 | 15,000 | 20,000 common shares issued June 2024, valued at $15,000 | 63,000 |
| Kelly J. Anderson (Audit Chair) | 54,600 | 15,000 | 20,000 common shares issued June 2024, valued at $15,000 | 69,600 |
| Lim Boh Soon | 48,000 | 15,000 | 20,000 common shares issued June 2024, valued at $15,000 | 63,000 |
- Fragasso’s 2025 director compensation was not disclosed in the 2024 table (he joined September 2025) .
- No meeting fees are described; compensation is via annual fees and stock grants per director agreements .
Performance Compensation
- No performance-based or metric-tied director compensation is disclosed for non-employee directors; 2024 director compensation shows cash fees and stock awards only (no option/PSU performance metrics presented) .
Other Directorships & Interlocks
- The director-nominee section lists public company directorships over the last five years when applicable; Fragasso’s biography discloses executive roles, not other public company board seats; no interlocks with TOMZ competitors/suppliers/customers are disclosed .
- Related-party transactions: “None” in proxy; 8-K for his appointment expressly states no reportable transactions under Item 404(a) .
Expertise & Qualifications
- European Chartered Public Accountant; MBA (Boston University); BS/MS (Università Bocconi) .
- Audit committee financial expert designation; meets Nasdaq financial sophistication requirements .
-
25 years of global CFO/operations leadership across life sciences, water infrastructure, and energy technology .
Equity Ownership
As of September 15, 2025, Fragasso is listed without beneficial ownership in the proxy’s security ownership table; Form 3 corroborates initial zero holdings.
| Metric | Value |
|---|---|
| Common shares outstanding (reference for % ownership) | 20,075,205 |
| Series A Preferred outstanding | 63,750 |
| Francesco Fragasso – Common shares beneficially owned | 0 (listed as “—”; less than 1%) |
| Francesco Fragasso – % of Common | <1% (“*” denotes <1%) |
Insider Trades (Section 16 filings)
| Filing Type | Filing Date | Transaction/Effective Date | Reported Holdings After | Link |
|---|---|---|---|---|
| Form 3 (Initial Statement) | 2025-11-03 | 2025-09-11 | 0 shares | https://www.sec.gov/Archives/edgar/data/314227/000117002225000011/0001170022-25-000011-index.htm |
Source: insider-trades skill Form 3 for “Fragasso Francesco” (director) [Form 3 link above].
Governance Assessment
- Strengths: Independent status, audit committee financial expert designation, and immediate assumption of Audit and Compensation chair roles signal a focus on financial reporting integrity and pay governance . The Audit Committee oversees related-party transactions; proxy discloses “None” for related-person transactions and 8-K confirms no 404(a) items for Fragasso .
- Alignment: As of Sept 2025, Fragasso held no TOMZ shares; future alignment will depend on director equity grants under the company’s policy; insider trading policy prohibits hedging/monetization, supporting alignment when equity is granted .
- Attendance and engagement: Board and committees met regularly in 2024 (Board: 4; Audit: 4; Compensation: 2) with 100% attendance among incumbents; Fragasso joined in 2025, with expected attendance at the annual meeting .
- Watch items: Consolidation of CEO/Chair roles persists, placing greater emphasis on the independence and rigor of committee chairs (including Fragasso) to balance governance; no explicit director stock ownership guidelines are disclosed in the proxy .