TOMI Environmental Solutions, Inc.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
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Item 11. Executive Compensation
Summary Compensation Table
The following table sets forth the total compensation earned by our named executive officers for the years ended December 31, 2025 and 2024, respectively, in accordance with SEC rules under Item 402(c) of Regulation S-K. Amounts shown represent compensation earned during each fiscal year regardless of whether paid in cash during the year. For the year ended December 31, 2025, a portion of the salary earned by Dr. Halden S. Shane and Ms. Elissa J. Shane was not paid in cash and remains accrued as of December 31, 2025. See footnote (2) below:
| Name and Principal Position | Year | Salary($) | Bonus($) | StockAwards($) (1) | Option/WarrantAwards($) (1) | All OtherCompensation($) | Total($) |
|---|---|---|---|---|---|---|---|
| Halden S. Shane (2) | 2025 | 605,000 | - | - | - | 9,000 | 614,000 |
| Chairman and CEO | 2024 | 499,125 | - | - | 64,136 | 9,000 | 572,261 |
| Elissa J. Shane, (2) | 2025 | 326,700 | - | - | - | 12,000 | 338,700 |
| COO | 2024 | 269,528 | - | - | 32,068 | 12,000 | 313,596 |
| David Vanston (3) | 2025 | 123,846 | - | - | 99,830 | 3,250 | 226,926 |
| CFO | 2024 | - | - | - | - | - | - |
| Nick Jennings (4) | 2025 | 75,000 | - | - | - | - | 75,000 |
| Interim CFO | 2024 | 104,552 | - | - | - | - | 104,552 |
| Joe Rzepka (5) | 2025 | - | - | - | - | - | - |
| CFO | 2024 | 84,020 | - | - | 48,102 | - | 132,122 |
| (1) | The amounts shown in this column represent the aggregate grant date fair value of stock, option and/or warrant award, as applicable, granted during the year computed in accordance with FASB ASC Topic 718. See Note 2 of the notes to our audited consolidated financial statements contained in this Annual Report on Form 10-K for a discussion of valuation assumptions made in determining the grant date fair value of the awards. |
| (2) | For the year ended December 31, 2025, a portion of the salary amounts shown for Dr. Halden S. Shane, Chairman and Chief Executive Officer, and Ms. Elissa J. Shane, Chief Operating Officer, was earned but not paid in cash during the fiscal year as a cash conservation measure adopted by the Company in light of its liquidity position. The earned but unpaid amounts totaling approximately $476,000, have been fully accrued as compensation payable in accordance with ASC 710 and are included within the payroll and related costs balance in accrued expenses and other current liabilities on the Company's Consolidated Balance Sheet as of December 31, 2025. See Note 13 to the consolidated financial statements for further information. The Company intends to satisfy these obligations as operating cash flow permits. The salary amounts shown in the table above represent the full contractual amounts earned during fiscal 2025 and are reported in accordance with Item 402(c) of Regulation S-K. |
| (3) | On October 6, 2025, the Company granted Mr. Vanston 100,000 restricted stock units under the 2016 Equity Incentive Plan. The grant date fair value of $99,830 was calculated based on the closing stock price of $0.9983 per share on the grant date, computed in accordance with FASB ASC Topic 718. Please refer to Item 11 Employment Agreements for additional details regarding Mr. Vanston's compensation arrangements, including the vesting schedule. |
| (4) | Mr. Jennings served as our Chief Financial Officer from September 2015 until May 2024 and as Interim Chief Financial Officer from December 2024 through May 2025. During the year ended December 31, 2024, he was entitled to an annual salary of $211,750, of which he received $104,552 through May 2024. During the year ended December 31, 2025, he received a monthly fee of $15,000 for five months, totaling $75,000. |
| (5) | Mr. Rzepka served as our Chief Financial Officer from May 2024 through December 2024. During the year ended December 31, 2024, we issued an option to purchase 75,000 shares of common stock to Mr. Rzepka at an exercise price of $0.75 per share pursuant to an employment agreement. The option was valued at $48,102 and has a contractual term of 10 years. We utilized the Black-Scholes model to fair value the option received by our former Chief Financial Officer with the following assumptions: volatility, 125%; expected dividend yield, 0%; risk free interest rate, 4.35%; and an expected life of 10 years. The grant date fair value of each share of common stock underlying the option was $0.64. Please refer to Item 11 Employment Agreements for additional details of Mr. Rzepka’s annual compensation. |
Outstanding Equity Awards at 2025 Fiscal Year-End
The following table sets forth certain information with respect to outstanding options, warrants and restricted stock units (RSU’s) to purchase common stock previously awarded to our named executive officers as of December 31, 2025.
| Name · Number ofSecuritiesUnderlyingUnexercised Warrants /OptionsExercisable(1) (#) · Number ofSecuritiesUnderlyingUnexercisedWarrants /OptionsUnexercisable(#) · EquityIncentivePlanAwards:Number ofSecuritiesUnderlyingUnexercisedUnearnedWarrants(#) · ExercisePrice(1)($) · ExpirationDate | |||||||
|---|---|---|---|---|---|---|---|
| Halden S. Shane | 12,500 | (2) | — | — | $4.00 | 4/24/2030 | |
| 375,000 | (3) | — | — | $6.95 | 10/01/2030 | ||
| 172,500 | (4) | — | — | $1.12 | 1/18/2032 | ||
| 437,500 | (5) | — | — | $0.96 | 12/22/2032 | ||
| 31,250 | (6) | — | — | $0.64 | 11/19/2033 | ||
| 125,000 | (7) | — | — | $0.80 | 1/26/2034 | ||
| 100,000 | (8) | — | — | $0.85 | 1/26/2033 | ||
| 100,000 | (9) | — | — | $0.75 | 5/15/2034 | ||
| Total | 1,353,750 | ||||||
| Elissa J. Shane | 6,250 | (10) | — | — | $4.00 | 4/24/2030 | |
| 57,500 | (11) | — | — | $1.12 | 1/18/2032 | ||
| 50,000 | (12) | — | — | $0.85 | 1/26/2033 | ||
| 50,000 | (13) | — | — | $0.75 | 5/15/2034 | ||
| Total | 163,750 | ||||||
| David Vanston | 66,666 | (14) | — | — | — | — | |
| Nick Jennings | 6,250 | (15) | — | — | $4.00 | 4/24/2030 | |
| 40,000 | (16) | — | — | $1.12 | 1/18/2032 | ||
| 25,000 | (17) | — | — | $0.85 | 1/26/2033 | ||
| Total | 71,250 | ||||||
| Joe Rzepka | 4,500 | (18) | — | — | $1.93 | 12/14/2026 | |
| 7,042 | (19) | — | — | $0.71 | 1/20/2028 | ||
| 75,000 | (20) | — | — | $0.75 | 5/15/2034 | ||
| Total | 86,542 | ||||||
(1) Reflects the 1-for-8 reverse stock split of our Common Stock and Series A Preferred Stock effected on September 10, 2020.
(2) Warrants vested on April 24, 2020 and have a term of ten years.
(3) Warrants vested on October 1, 2020 and have a term of ten years.
(4) Options vested on January 18, 2022 and have a term of ten years.
(5) Warrants vested on December 22, 2017 and were modified to expire on December 22, 2032
(6) Warrants vested on November 19, 2018 and were modified to expire on November 19, 2033.
(7) Warrants vested on January 26, 2019 and were modified to expire on January 26, 2034.
(8) Options vested on January 26, 2023 and have a term of ten years.
(9) Options vested on May 15, 2024 and have a term of ten years.
(10) Warrants vested on April 24, 2020 and have a term of ten years.
(11) Options vested on January 18, 2022 and have a term of ten years.
(12) Options vested on January 26, 2023 and have a term of ten years.
(13) Options vested on May 15, 2024 and have a term of ten years.
(14) Includes 100,000 restricted stock units granted to the Company's Chief Financial Officer, of which 66,666 remain unvested as of December 31, 2025. Restricted stock units have no exercise price or expiration date.
(15) Warrants vested on April 24, 2020 and have a term of ten years.
(16) Options vested on January 18, 2022 and have a term of ten years.
(17) Options vested on January 26, 2023 and have a term of ten years.
(18) Options vested on December 14, 2021 and have a term of five years.
(19) Options vested on January 20, 2023 and have a term of five years.
(20) Options vested on May 16, 2024 and have a term of ten years.
Employment Agreements, Termination of Employment and Change-in-Control Arrangements
Except as described below, we currently have no employment agreements with any of our executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive officer’s responsibilities following a change-in-control.
Employment Agreements
We have entered into employment agreements with each of the named executive officers and generally include the named executive officer’s initial base salary and an indication of equity compensation opportunities.
Halden S. Shane
On September 22, 2020, we entered into a three-year employment agreement with Dr. Shane, effective October 1, 2020. The agreement provides for an initial base annual salary of $500,000. Dr. Shane's annual base salary has been subsequently increased to $605,000 pursuant to annual reviews by the Compensation Committee. The agreement also provides for a signing bonus of 375,000 warrants. Dr. Shane is also entitled to a cash performance bonus and an annual issuance of an option to purchase 31,250 shares of common stock from the 2016 Plan at the discretion of the Board. The agreement also provides that we will reimburse Dr. Shane for the expenses associated with the use of an automobile up to $750 per month. The initial term of his employment agreement is three years, which may be automatically extended for successive one-year terms, unless either party provides the other with 120 days' prior written notice of its intent to terminate the agreement.
In June 2024, for the purpose of implementing cost-saving measures to reduce cash requirements and achieve profitability objectives, Dr. Shane's annual salary was reduced by 30% from $605,000 to $423,500 from June 1, 2024 through December 31, 2024. Effective January 1, 2025, Dr. Shane's annual base salary was restored to $605,000.
In the event Dr. Shane is terminated as CEO as a result of a change in control, Dr. Shane will be entitled to a lump sum payment of two years' salary at the time of such termination.
Elissa J. Shane
On October 1, 2020, we entered into an employment agreement with Elissa J. Shane, effective October 1, 2020. Pursuant to her employment agreement, Ms. Shane received an initial annual base salary of $270,000, subject to annual review and discretionary increase by the Compensation Committee of the Board. Ms. Shane's annual base salary has been subsequently increased to $326,700 pursuant to annual reviews by the Compensation Committee. Ms. Shane is eligible to receive an annual cash bonus and other annual incentive compensation. Ms. Shane is also entitled to the sum of $1,000 per month as a vehicle allowance. The initial term of her employment agreement is three years, which may be automatically extended for successive one-year terms, unless either party provides the other with 120 days' prior written notice of its intent to terminate the agreement.
In June 2024, for the purpose of implementing cost-saving measures to reduce cash requirements and achieve profitability objectives, Ms. Shane's annual salary was reduced by 30% from $326,700 to $228,690 from June 1, 2024 through December 31, 2024. Effective January 1, 2025, Ms. Shane's annual base salary was restored to $326,700.
In the event Ms. Shane is terminated as COO as a result of a change in control, Ms. Shane will be entitled to a lump sum payment of one and a half years' salary at the time of such termination.
David Vanston
On May 30, 2025, the Board appointed Mr. David Vanston as the Company's Chief Financial Officer.
In connection with his appointment, the Company entered into an offer letter with Mr. Vanston providing for an annual base salary of $230,000 and eligibility to receive an annual discretionary bonus of up to 40% of his base salary, as determined by the Board or its Compensation Committee. His agreement also provides for a vehicle allowance of $500 per month. Mr. Vanston is also entitled to a one-time relocation assistance payment of $15,000, payable within 30 days following his relocation to within one hour of the Company's Frederick, Maryland headquarters.
On October 6, 2025, the Company granted Mr. Vanston an initial grant of 100,000 restricted stock units under the 2016 Equity Incentive Plan. The RSUs vest in three equal installments: 33,334 shares vested immediately upon the grant date of October 6, 2025; 33,333 shares vest on May 30, 2026; and 33,333 shares vest on May 30, 2027. On January 6, 2026, the Company issued 33,334 shares to Mr. Vanston representing the first vesting installment. Mr. Vanston is also entitled to receive an additional grant of 100,000 restricted stock units following one year of employment, subject to the same three-year vesting schedule.
In the event the Company terminates Mr. Vanston's employment without cause, the Company shall provide Mr. Vanston with 90 days' prior written notice of such termination, or payment in lieu thereof.
In the event of a change in control of the Company that results in Mr. Vanston's involuntary termination, Mr. Vanston will be entitled to a lump sum payment of one and one-half (1½) times his annual salary at the time of such termination.
Nick Jennings
Mr. Jennings served as our Chief Financial Officer from September 2015 until May 2024 and as Interim Chief Financial Officer from December 2024 through May 2025. During the year ended December 31, 2024, he was entitled to an annual salary of $211,750, of which he received $104,552 through May 2024. During the year ended December 31, 2025, he received a monthly fee of $15,000 for five months, totaling $75,000.
Joe Rzepka
On May 16, 2024, we entered into an employment agreement with Mr. Rzepka, pursuant to which he served as our Chief Financial Officer. Mr. Rzepka's annual salary was $185,000, which was reviewed annually. Mr. Rzepka was also entitled to additional equity compensation based upon superior performance of his responsibilities, as determined by the Board in its sole discretion. The agreement also provided for reimbursement of certain business and entertainment expenses.
In June 2024, for the purpose of implementing cost-saving measures to reduce cash requirements and achieve profitability objectives, Mr. Rzepka's annual salary was reduced by 10% from $185,000 to $166,500 from June 1, 2024 through the date of his resignation. On December 11, 2024, Mr. Rzepka resigned from the Company.
Director Compensation
Each of our non-employee directors receives cash fees and stock as compensation for their service on the Board and the committees of the Board on which they are a member. The tables below set forth cash and stock compensation earned by each non-employee director during the fiscal year ended December 31, 2025.
| Name | Fees Earned orPaid in Cash ($) | StockAwards ($) | OptionAwards ($) | OtherCompensation ($) | Total ($) |
|---|---|---|---|---|---|
| Walter Johnsen (1) | $32,000 | $17,000 | - | - | $49,000 |
| Kelly Anderson (2) | 40,950 | 17,000 | - | - | 57,950 |
| Lim Boh Soon (3) | 41,000 | 17,000 | - | - | 58,000 |
| Francesco Fragasso (4) | 5,000 | 8,000 | - | - | 13,000 |
| Harold W. Paul (5) | 5,000 | 8,000 | - | - | 13,000 |
| Total | $123,950 | $67,000 | - | - | $190,950 |
| (1) | Mr. Johnsen was elected to the Board on January 29, 2016. His director agreement provided for an annual fee in the amount of $48,000 paid on a quarterly basis and an annual grant of shares of common stock. In May 2025, we issued Mr. Johnsen 20,000 shares of common stock that were valued at $17,000. On September 11, 2025, Mr. Johnsen notified the Company of his resignation as a director of the Board, effective September 11, 2025. Cash fees of $32,000 reflect fees paid for two full quarters and two full months through August 31, 2025, the last fully completed month prior to his resignation on September 11, 2025. |
| (2) | Ms. Anderson was elected to the Board on January 29, 2016 and served as the chairperson of our Audit Committee. Her director agreement provided for an annual fee of $54,600 paid on a quarterly basis and an annual grant of shares of common stock. In May 2025, we issued Ms. Anderson 20,000 shares of common stock that were valued at $17,000. On September 26, 2025, Ms. Anderson notified the Company that she resigned as a director of the Company effective September 30, 2025. Cash fees of $40,950 reflect three quarters of her annual fee prorated through September 30, 2025. |
| (3) | Dr. Lim has served on the Board since January 29, 2018. Dr. Lim was reelected as a Class I director to the Board at the Company’s 2024 annual meeting of stockholders to serve a three-year term expiring at the 2027 Annual Meeting. His director agreement provides for an annual fee in the amount of $48,000 paid on a quarterly basis and an annual grant of shares of common stock. In May 2025, we issued Dr. Lim 20,000 shares of common stock that were valued at $17,000. During the fourth quarter of 2025, director agreements were modified to reduce the cash fees to $5,000 per quarter and increase the annual equity grant to 40,000 restricted stock units per year. Cash fees of $41,000 reflect $36,000 paid at the prior rate for the first three quarters of 2025 and $5,000 paid at the revised rate for the fourth quarter of 2025. |
| (4) | Mr. Fragasso was appointed to the Board on September 11, 2025. Mr. Fragasso serves on the Audit Committee, Compensation Committee and Nominating and Governance Committee. His director agreement provides for a cash fee of $5,000 per quarter and an annual grant of shares of common stock. During the fourth quarter of 2025, we issued Mr. Fragasso 10,000 shares of common stock that were valued at $8,000. Mr. Fragasso was subsequently elected by shareholders as a Class II Director at the Company's 2025 annual meeting of stockholders, to serve a three-year term expiring at the 2028 Annual Meeting. |
| (5) | Mr. Paul was appointed to the Board on September 25, 2025. Mr. Paul previously served as a member of the Board from 2009 to 2021, including as Corporate Secretary from 2013 to 2021. Mr. Paul serves on the Audit Committee, Compensation Committee and as Chairman of the Nominating and Corporate Governance Committee. His director agreement provides for a cash fee of $5,000 per quarter and an annual grant of shares of common stock. During the fourth quarter of 2025, we issued Mr. Paul 10,000 shares of common stock that were valued at $8,000. Mr. Paul was subsequently elected by shareholders as a Class II Director at the Company's annual meeting in November 2025, to serve a three-year term expiring at the 2028 Annual Meeting. |
Policies and Practices Related to the Grant of Certain Equity Awards Close In Time to the Release of Material Nonpublic Information
The Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant new awards of such options, the Board and the Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing.
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