Carissa Schoolcraft
About Carissa Schoolcraft
Carissa H. Schoolcraft, age 33, is Chief Financial Officer of NSTS Bancorp, Inc. and North Shore Trust and Savings, serving in the CFO role since April 2021 after previously acting as Controller from April 2020 to April 2021; earlier she was a Staff Auditor (Manager) at KPMG from 2013–2020. She holds Bachelor’s and Master’s degrees in Accounting from Truman State University and serves on the audit committee of Cunningham Children’s Home . As CFO, she signs SOX 302 certifications asserting fair presentation of financials and effectiveness of disclosure controls and internal control over financial reporting for FY2023 and FY2024 . No TSR, revenue growth or EBITDA growth metrics tied to her performance are disclosed.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| North Shore Trust and Savings | Controller | Apr 2020–Apr 2021 | Built finance function foundations preceding CFO tenure; responsibility set progressed into internal control oversight as CFO . |
| KPMG LLP | Staff Auditor (Manager) | 2013–2020 | Public accounting/audit experience relevant to controls and reporting rigor . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cunningham Children’s Home | Audit Committee member | Not disclosed | Non-profit oversight role; adds governance and financial oversight experience . |
Fixed Compensation
| Metric | 2022 ($) | 2023 ($) | 2024 ($) |
|---|---|---|---|
| Base Salary | 116,154 | 160,846 | 166,654 |
| Discretionary Bonus | 18,500 | 13,000 | 16,500 |
| All Other Compensation | 8,079 | 22,911 | 25,725 |
| Total | 142,733 | 571,267 | 208,881 |
- Perquisites in “All Other Compensation” include club dues; aggregate personal benefits are under $10,000, with the 2023 breakdown showing 401(k) match and ESOP allocations for NEOs . The 2025 proxy reiterates perquisites and provides 2024 component details for NEOs (including 401(k) and ESOP) .
Performance Compensation
Annual Bonus History (Discretionary)
| Year | Bonus ($) | Plan/Metric | Notes |
|---|---|---|---|
| 2022 | 18,500 | Discretionary | Paid in recognition of prior-year performance . |
| 2023 | 13,000 | Discretionary | Paid in recognition of prior-year performance . |
| 2024 | 16,500 | Discretionary | Paid in recognition of prior-year performance . |
- The bonus program is discretionary and not formulaic; no explicit weighting, targets, or measured metrics (e.g., revenue/EBITDA/TSR) are disclosed .
2023 Equity Incentive Plan Awards
| Component | Grant Details | Vesting | Status at 12/31/2023 | Status at 12/31/2024 | Economics |
|---|---|---|---|---|---|
| Restricted Stock (RSUs) | Aggregate grant date fair value: $196,560 (2023) | 20% per year beginning in 2024 | 21,000 unvested shares | 16,800 unvested shares; 4,200 vested in 2024 | Market value of unvested: $198,240 at $11.80 close on 12/31/2024 . |
| Stock Options | 50,000 options; $9.36 strike; expiry 6/15/2033 | Time-based (implied 20% per year as exercisable balance increases) | 50,000 unexercisable | 10,000 exercisable; 40,000 unexercisable | No options granted in 2024 . |
- Equity award timing: Company states no option grants in 2024 and that Compensation Committee does not time grants around MNPI; no formal policy but efforts avoid grant timing advantages .
Equity Ownership & Alignment
Beneficial Ownership (Record Date March 24, 2025)
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Carissa H. Schoolcraft | 23,417 | <1% |
- Ownership footnote: includes 4,217 ESOP shares fully vested; excludes unvested 16,800 RSUs and 40,000 unvested options which she has voting power over RSUs but no investment power; options unvested not counted .
Outstanding Equity Awards (Quarter-End Snapshots)
| Metric | 12/31/2023 | 12/31/2024 |
|---|---|---|
| RSUs Unvested (shares) | 21,000 | 16,800 |
| Options Exercisable (shares) | 0 | 10,000 |
| Options Unexercisable (shares) | 50,000 | 40,000 |
| Option Exercise Price ($) | 9.36 | 9.36 |
| Option Expiration | 6/15/2033 | 6/15/2033 |
-
Hedging/pledging: Company prohibits hedging and short sales; margin accounts or pledging require advance approval by the Compliance Officer; pre-clearance is required for insider trades, with exceptions for approved 10b5-1 plans . No pledges by Schoolcraft are disclosed in proxies.
-
Clawback: Company maintains a policy requiring reimbursement/forfeiture of incentive compensation upon financial restatement due to material non-compliance; policy filed as exhibit to 10-K .
Employment Terms
- Change-in-control agreement: If terminated without cause or resigns for good reason on/after a change in control, Schoolcraft receives 1.5x (base salary + average annual bonus over prior three years), paid in substantially equal installments over 12 months, plus 12 months of medical/dental/health coverage at the same premium cost; requires signing a general release. This is a double-trigger structure (termination in connection with change-in-control) .
- “Good reason” includes material reduction in base salary, material adverse change in duties/powers, or relocation >25 miles from current principal place of employment .
- Insider Trading Policy: Pre-clearance required for trades; prohibited transactions include short-term trading, short sales, options on company stock, hedging, and margin/pledging without approval .
Compensation Committee and Governance Notes
- Compensation Committee met twice in 2024 .
- Related party transactions: Banking law-permitted loans to directors/executive officers were made on market terms and performing; otherwise, no transactions >$120,000 involving related persons since 1/1/2020 disclosed by bank or company .
- Code of Ethics for Senior Officers applies to CFO; posted in Investor Relations; clawback policy and Insider Trading Policy filed with 10-K .
Investment Implications
- Alignment: Schoolcraft’s equity grants (RSUs and stock options) create meaningful alignment, with unvested RSUs (16.8k) and options (40k unexercisable) pacing vesting at 20% per year beginning 2024; option strike is $9.36 vs $11.80 year-end 2024 price, implying in-the-money value potential and increasing retention hooks .
- Cash vs equity mix: 2023 included large equity awards; 2024 featured smaller cash comp with continued vesting of 2023 awards; bonuses remain discretionary without disclosed formulaic metrics, limiting pay-for-performance transparency but preserving board flexibility .
- Selling pressure: Progressive vesting (20% annually) suggests ongoing RSU delivery; insider sales require pre-clearance and hedging is prohibited; pledging needs approval, reducing misalignment risk. Note: Form 4 feed could not be retrieved during this session; recommend review of recent filings for any sales around vest dates .
- Retention and severance: Double-trigger CIC severance at 1.5x salary+bonus plus benefits continuation is moderate relative to small-cap banking peers and likely sufficient for retention without excessive parachute risk; no tax gross-up disclosed .