Harold Paul
About Harold W. Paul
Harold W. Paul, age 77, was appointed as a Class II director of TOMI Environmental Solutions on September 25, 2025, effective immediately, and currently serves as Chair of the Nominating & Corporate Governance Committee and as a member of the Compensation Committee . He previously served on TOMI’s board from 2009 to 2021 and as Corporate Secretary (press release: 2013–2021; proxy: March 2018–July 2021), reflecting long-tenured governance involvement with the company . Mr. Paul is a securities-focused attorney with over 40–50 years of private practice experience, admitted in New York and Connecticut, holding a BA from SUNY Stony Brook and a JD from Brooklyn Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TOMI Environmental Solutions, Inc. | Director | 2009–2021; reappointed Sep 25, 2025 | Board member; reappointed to strengthen governance depth |
| TOMI Environmental Solutions, Inc. | Corporate Secretary | Press release: 2013–2021; Proxy: Mar 2018–Jul 2021 | Corporate governance, disclosure, and board process oversight |
| Harold Paul, LLC | Legal Services Provider to TOMI | Ongoing; payments disclosed for 2024 | Advisory legal services; related-party payments of ~$93,750 in 2024 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various public companies | Director (six public company boards across industries) | Not disclosed | Board leadership in technology and financial services; specific entities not disclosed |
Note: Specific current external board names and committee roles are not disclosed in TOMI’s filings or press release .
Board Governance
- Committee assignments: Appointed to Audit Committee, Compensation Committee, and named Chairman of the Nominating & Corporate Governance Committee upon reappointment (Sep 25, 2025) . As of the 2025 proxy, he is Chair of Nominating & Governance and on Compensation; the Audit Committee composition is stated as Fragasso (Chair) and Dr. Lim at and following the Annual Meeting .
- Independence: Board affirmatively determined in 2025 that Mr. Paul is independent under Nasdaq/SEC rules, while noting his advisory legal services to the company via Harold Paul, LLC (paid ~$93,750 in 2024), which the Board considered in its independence review .
- Attendance: For FY2024, all incumbent directors attended at least 100% of Board and applicable committee meetings; Mr. Paul rejoined in late 2025, so 2024 attendance statistics are not applicable to him .
- Board leadership and risk oversight: Mr. Paul chairs the Nominating & Governance Committee, which oversees director independence, conflicts, related-party disclosures, board composition, and annual evaluations .
Fixed Compensation
| Component | Details | Source |
|---|---|---|
| Non-Employee Director Cash Retainer (2024) | Johnsen: $48,000; Anderson (Audit Chair): $54,600; Lim: $48,000 | |
| Annual Equity Grant (2024) | 20,000 shares to each non-employee director valued at $15,000 | |
| Structure | Cash fees paid quarterly; annual stock grant under individual director agreements; no disclosed meeting fees |
Mr. Paul’s specific director compensation terms for his 2025 appointment are not disclosed in the proxy or 8-K. Context above reflects TOMI’s non-employee director program in 2024 .
Performance Compensation
| Performance Metric Type | Status | Source |
|---|---|---|
| Revenue growth, EBITDA, TSR percentile, ESG goals tied to director pay | Not disclosed for non-employee directors | |
| Performance equity (PSUs), options with performance vesting | Not disclosed for non-employee directors |
Other Directorships & Interlocks
| Company | Role | Current/Prior | Overlap/Interlock |
|---|---|---|---|
| Not disclosed | Director roles across six public companies | Prior/current not specified | No interlocks with TOMI suppliers/customers disclosed |
Expertise & Qualifications
- Legal and securities expertise with more than 40–50 years in private practice; admitted in NY and CT; BA, SUNY Stony Brook; JD, Brooklyn Law School .
- Corporate governance and public company board leadership; prior TOMI Corporate Secretary experience indicates deep familiarity with disclosure controls and governance processes .
- Committee leadership: Chair of Nominating & Governance; specialist in independence and related-party oversight .
Equity Ownership
| Holder | Security | Amount | % of Class | Notes |
|---|---|---|---|---|
| Harold W. Paul | Common Stock | 67,425 (61,300 directly held plus 6,125 via options exercisable within 60 days) | <1% | Footnote details direct holdings and options exercisable within 60 days |
| Hedging/Pledging | Prohibited hedging and monetization transactions for insiders per policy | N/A | Policy prohibits hedging; pledging not disclosed |
Governance Assessment
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Strengths:
- Extensive governance and securities law experience; prior TOMI board and Corporate Secretary service provides continuity and process rigor .
- Committee leadership as Chair of Nominating & Governance aligns with expertise in independence, board composition, and conflict oversight .
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Concerns and monitoring items:
- RED FLAG: Related-party legal services—Harold Paul, LLC received ~$93,750 from TOMI in 2024; while the Board determined independence, this creates perceived conflict risk and requires robust Audit Committee review and transparent disclosures .
- Board entrenchment/refresh: Reappointment of a long-tenured former director can aid continuity but may warrant attention to refreshment and independence optics, especially given family relationships on the board (COO is CEO’s daughter) .
- Committee alignment: Initial Audit Committee appointment (Sep 2025) later shows Audit composed of Fragasso and Lim at the Annual Meeting; clarity on Mr. Paul’s ongoing Audit role should be monitored to ensure independence standards and financial expertise remain aligned .
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Compensation alignment:
- Director compensation appears weighted to modest cash retainer plus small annual equity grants (20,000 shares valued at $15,000 in 2024), which generally supports alignment without performance linkages; lack of performance-based elements is typical for directors but means pay is not explicitly tied to shareholder outcomes .
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Attendance and engagement:
- 2024 attendance rates were 100% among incumbents; as a late-2025 appointee, Mr. Paul’s future attendance and engagement should be tracked via subsequent proxies and committee reports .
Overall, Mr. Paul’s legal/governance credentials and committee leadership are positives for board effectiveness, but the related-party advisory arrangement is a notable governance risk that investors should monitor for scope, terms, and ongoing independence assessments by the Audit and Nominating & Governance Committees .