Amy Avakian
About Amy Avakian
Amy L. Avakian, age 63, is Vice President and Chief Lending Officer (CLO) of North Shore Trust and Savings (NSTS’ bank), a role she has held since 2019 after joining the bank in 1983; she sits on the loan committee and holds a Bachelor’s in Communication from St. Norbert College . Compensation disclosures show discretionary annual cash bonuses and time-based 2023 equity (RSUs and options) rather than performance-share/TSR metrics; 2024 granted no new equity to NEOs, and 2023 grants vest ratably over five years, indicating limited explicit pay-for-performance linkages for her awards . Board disclosures note she is the sister of director Thomas M. Ivantic and sister‑in‑law of director Thomas J. Kneesel, a governance consideration (those directors are not independent due to the relationship) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| North Shore Trust and Savings | Vice President & Chief Lending Officer | 2019–present | Oversees lending; member of loan committee |
| North Shore Trust and Savings | Various lending roles | 1983–2019 | Progressive leadership within lending function |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Lake County Property Investors Association | Member | Not disclosed (ongoing) | Professional association membership |
Fixed Compensation
Multi-year summary compensation (cash and other fixed elements):
| Metric (USD) | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Salary | $133,654 | $138,654 | $145,116 | $150,288 |
| Bonus (discretionary) | $13,000 | $14,000 | $14,000 | $15,000 |
| All Other Compensation | $27,349 | $9,159 | $23,851 | $25,443 |
| Total | $174,003 | $161,813 | $456,829 | $190,732 |
Notes
- 2024 proxy clarifies the “Bonus” is discretionary in recognition of prior-year performance; no formulaic targets were disclosed .
Performance Compensation
2023 equity grants (time-based vesting); no PSUs/TSR- or EBITDA-linked awards disclosed.
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Discretionary (no formula disclosed) | N/A | N/A | $14,000 (2023), $15,000 (2024) | Cash paid (annual) |
| Restricted Stock (2023 grant) | None disclosed (service-based) | N/A | N/A | Grant-date fair value $140,400 (2023) | 20% per year over 5 years from 6/15/2023 |
| Stock Options (2023 grant) | None disclosed (service-based) | N/A | N/A | Grant-date fair value $133,463 (2023); Exercise price $9.36; expires 6/15/2033 | 20% per year over 5 years from 6/15/2023 |
Upcoming vesting cadence (creating periodic sell pressure windows)
- RSUs: 3,000 shares/year on or around each 6/15 from 2024–2028 (12,000 unvested at 12/31/2024, implying one 3,000 tranche vested in 2024) .
- Options: ~7,500 options become exercisable each year on or around 6/15 from 2024–2028; as of 12/31/2024, 7,500 exercisable and 30,000 unexercisable .
Equity Ownership & Alignment
Beneficial ownership trend and ESOP allocations:
| As-of Date | Beneficial Shares | ESOP-Allocated (included) | Shares Outstanding | % of Outstanding |
|---|---|---|---|---|
| 3/31/2022 | 30,000 | — | 5,397,959 | <1% |
| 3/31/2023 | 31,412 | 1,412 | 5,397,959 | <1% |
| 3/25/2024 | 32,787 | 2,787 | 5,315,261 | <1% |
| 3/24/2025 | 44,765 | 4,265 | 5,247,826 | — (calc ≈0.85% from disclosed numerator/denominator) |
Outstanding equity awards at 12/31/2024:
| Instrument | Exercisable | Unexercisable | Strike | Expiration | Unvested RS/Units | Market Value Basis |
|---|---|---|---|---|---|---|
| Stock Options | 7,500 | 30,000 | $9.36 | 6/15/2033 | — | — |
| Restricted Stock | — | — | — | — | 12,000 | $141,600 (at $11.80 12/31/2024 close) |
Alignment policies and indicators
- Anti-hedging: Directors, officers and employees (and affiliates) are prohibited from hedging company stock; trading windows and blackout periods apply .
- Pledging/margin: Prohibited unless advance approval is obtained from the Compliance Officer; pre-clearance of insider transactions required .
- Ownership guidelines: No executive stock ownership multiple-of-salary guideline disclosed in recent proxy/10-K excerpts reviewed (not found).
- Pledging/hedging by Avakian: No pledging or hedging positions disclosed in ownership tables/footnotes reviewed .
Indicative option moneyness at 12/31/2024
- In-the-money per option ≈ $11.80 – $9.36 = $2.44 (using disclosed close price and strike) .
- Approx. intrinsic value: Exercisable 7,500 ≈ $18,300; Total 37,500 ≈ $91,500 (calculated from disclosed inputs) .
Employment Terms
| Topic | Key Terms |
|---|---|
| Change-in-Control (CIC) Agreement | Rolling 3-year term; upon termination without cause or resignation for good reason on/after a CIC, severance equals 1.5x (base salary + average bonus for prior 3 years), payable over 12 months; 12 months medical/dental/health continuation; release required; “Good reason” includes material salary reduction, adverse change in duties, or relocation >25 miles (double-trigger) . |
| Clawback | SEC/Nasdaq-compliant clawback policy adopted; recovery of erroneously awarded incentive comp upon restatement . |
| Insider Trading/Blackouts | Pre-clearance required; defined quarterly and special blackout periods; 10b5‑1 plans permitted subject to policy . |
| Anti-Hedging and Pledging | Hedging prohibited; pledging/margining restricted without advance approval . |
| Related-Party Relationships | Ms. Avakian is sister of director Thomas M. Ivantic and sister-in-law of director Thomas J. Kneesel; those directors are not independent for this reason . |
Compensation Structure Analysis
- Mix shift: 2023 introduced significant time-vested equity ($140.4k RSUs; $133.5k options), while 2024 featured no new equity grants for NEOs—driving a reversion to primarily cash compensation in 2024 .
- Limited performance linkage: Annual bonuses are discretionary (no formula/weightings disclosed), and 2023 equity awards vest on service only—no PSUs/TSR or operating-metric gates disclosed .
- Vesting overhang/selling pressure: Annual 6/15 RSU vesting (≈3,000 shares) and option vesting (≈7,500 options) through 2028 create predictable windows for potential insider sales subject to blackout/pre-clearance .
Investment Implications
- Pay-for-performance alignment appears modest: cash bonuses are discretionary and 2023 equity awards are time-based; no disclosed metric-linked PSUs reduces direct linkage to bank performance outcomes .
- Retention risk looks contained: multi-year vesting and a double-trigger CIC (1.5x salary+bonus) support retention without being shareholder‑unfriendly (no gross‑ups evident) .
- Selling pressure windows exist: annual vesting on/around June 15 through 2028 and options that are in‑the‑money at 12/31/2024 could motivate periodic exercises/sales, subject to policy blackouts and pre‑clearance .
- Governance watch‑items: familial relationships on the board reduce perceived independence for two directors; continue to monitor related‑party disclosures and compensation committee oversight rigor .
Appendices
2023 Equity Grant Details (from approval and award filings)
- RSU: 15,000 shares granted 6/15/2023; vest 20% annually each 6/15 over 5 years .
- Options: 37,500 options, $9.36 strike, expiring 6/15/2033; vest 20% annually each 6/15 over 5 years .
Beneficial Ownership Footnotes (selected)
- 2025: Includes 4,265 ESOP-allocated shares (fully vested); excludes 12,000 unvested RS and 30,000 unvested options .
- 2024: Includes 2,787 ESOP-allocated shares (fully vested); excludes 15,000 unvested RS and 37,500 unvested options .
- 2023: Includes 1,412 ESOP-allocated shares .