Apolonio Arenas
About Apolonio Arenas
Apolonio Arenas, age 54, has served as a director since 2006 and is a certified public accountant (since 1996). He is President of Dieck, Arenas and Associates PC and holds a Bachelor’s in Accountancy from Saint Xavier University (1992) . His financial expertise is recognized by the Board, which deems him an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dieck, Arenas and Associates PC | President | ~30 years of service; CPA since 1996 | Independent financial expertise applied to Audit oversight |
| Most Blessed Trinity Academy (School Board) | Board member (prior) | Not disclosed | Community involvement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| All Are Welcome Social Services, Inc. | Director | Not disclosed | Non-profit governance |
Board Governance
- Committee assignments:
- Audit Committee: Chair; designated audit committee financial expert .
- Nominating & Corporate Governance Committee: Member (Chair is Emily E. Ansani) .
- Compensation Committee: Member (Chair is Emily E. Ansani) .
- Committee activity in 2024:
- Audit Committee met 4 times .
- Nominating & Corporate Governance Committee met 3 times .
- Compensation Committee met 2 times .
- Board meetings in 2024: 12 regular and 1 special; no director attended fewer than 75% of applicable board and committee meetings .
- Independence status: Independent under Nasdaq listing standards. Board considered Mr. Arenas’ firm’s lease of office space from North Shore Trust and Savings and determined none of the relationships precluded independence .
- Governance policies:
- Anti-hedging policy prohibits directors from hedging or monetization transactions in company securities .
- Clawback policy adopted per SEC/Nasdaq for erroneous incentive compensation recovery .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Bank annual retainer (cash) | $18,000 | For service on North Shore Trust and Savings board |
| Per meeting fee (cash) | $1,000 per meeting | Applied to Bank board meetings |
| Company board additional retainer (cash) | $2,000 annually (paid quarterly) | For service on NSTS Bancorp, Inc. board |
| Total cash fees paid to Mr. Arenas (2024) | $31,000 | No stock or option awards in 2024 |
Performance Compensation
Directors are eligible for equity awards under the 2023 Equity Incentive Plan with time-based vesting (20% per year beginning on the first anniversary of the vesting commencement date). Mr. Arenas received equity awards in 2023; no director equity was granted to him in 2024 .
| Grant Type | Grant Date | Shares/Options | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|
| Restricted Stock (RSUs) | 2023-06-15 | 9,200 | N/A | 20% annually, first tranche at 1-year anniversary | N/A |
| Stock Options | 2023-06-15 | 23,000 | $9.36 | 20% annually, first tranche at 1-year anniversary | 10 years from grant under Plan |
Metrics tied to director compensation: No performance metrics (e.g., TSR, EBITDA) are disclosed for director equity; awards vest based on service time under the Plan .
Other Directorships & Interlocks
| Company/Institution | Public Company? | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| All Are Welcome Social Services, Inc. | No (non-profit) | Not disclosed | None disclosed |
| Most Blessed Trinity Academy (prior) | No | Not disclosed | None disclosed |
No current public company directorships are disclosed beyond NSTS .
Expertise & Qualifications
- Certified Public Accountant since 1996; President of a public accounting firm .
- Audit committee financial expert designation by Board .
- Bachelor’s in Accountancy, Saint Xavier University, 1992 .
- Community involvement through non-profit boards .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Beneficial ownership (Common Stock) as of March 24, 2025 | 31,440 shares | Includes 7,500 shares held by spouse |
| Ownership as % of outstanding | <1% | Shares outstanding: 5,247,826 |
| Unvested restricted stock (excluded from beneficial ownership table) | 7,360 shares | Has sole voting power; no investment power |
| Unvested options (excluded from beneficial ownership table) | 18,400 options | From 2023 grant |
Insider Trades (Form 3/4/5)
| Filing/Transaction Date | Type | Security | Quantity | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2022-01-18 | Form 3 | No securities beneficially owned | — | — | 0 | |
| 2022-01-18 | Purchase (P) | Common Stock | 17,500 | $10.00 | 17,500 | |
| 2022-12-31 (filed 2023-02-14) | Form 5 | Year-end statement | — | — | 17,500 | |
| 2023-06-15 (filed 2023-06-16) | Award (A) | Restricted Stock (Common) | 9,200 | $0.00 | 26,700 | |
| 2023-06-15 (filed 2023-06-16) | Award (A) | Stock Option | 23,000 | $9.36 | 23,000 options |
Governance Assessment
- Positive signals:
- Deep financial expertise and Audit Committee chairmanship; Board-designated audit committee financial expert status enhances oversight of financial reporting, risk, and auditor independence .
- Anti-hedging and clawback policies strengthen alignment and accountability; no Section 16(a) delinquencies in 2024 .
- Active committee cadence (Audit 4x, Nominating 3x, Compensation 2x) and ≥75% attendance threshold met by all directors in 2024 .
- Alignment and incentives:
- Meaningful, time-based equity grants (RSUs and options) from 2023 establish skin-in-the-game; combined with continued cash retainer and meeting fees ($31,000 in 2024) provides balanced compensation .
- Beneficial ownership of 31,440 shares (<1%) plus unvested equity supports long-term alignment; spouse-held shares disclosed .
- Potential conflicts / RED FLAGS:
- Lease of office space by Dieck, Arenas and Associates PC from North Shore Trust and Savings was considered in independence determination; while deemed compliant under Nasdaq independence, investors should monitor for related-party exposure as disclosure threshold (> $120,000) may limit detailed reporting .
- Board majority independence temporarily fell below Nasdaq requirements following a director’s death; company has a cure period to regain compliance (deadline as described) .
- Shareholder sentiment context:
- 2025 annual meeting: material support for a non-binding proposal recommending a sale or merger (FOR 1,564,131; AGAINST 531,187; ABSTAIN 838,300; broker non-votes 971,631), indicating notable investor appetite for strategic alternatives .
- Auditor oversight:
- Audit Committee pre-approves all audit and non-audit services; 100% of audit-related and tax fees pre-approved; fees in 2024: Audit $146,535; Tax $32,788; Total $179,323, demonstrating structured oversight .
Overall: Arenas brings strong accounting credentials and chairs the Audit Committee, supporting board effectiveness. Equity grants from 2023 provide alignment, though total ownership remains <1%. The office lease relationship is monitored but did not preclude independence; the temporary independence shortfall at the board level is a governance risk to watch for cure actions by 2025 deadlines .