Emily Ansani
About Emily E. Ansani
Emily E. Ansani, age 48, has served as an independent director of NSTS since 2024 and was elected on April 18, 2024. She previously served 12 years at Bank of America as Vice President across Capital Markets Risk Management, Futures Clearing, Special Assets, and the Global Corporate Bank, and holds a B.S. in Finance from the University of Dayton. The Board identifies her as an audit committee financial expert; she is independent under Nasdaq listing standards. She also serves on the Board of Directors of St. Joseph Catholic Academy (since August 2024) and previously on Siena Catholic Schools of Racine (2017–2023, including two years as treasurer) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America | Vice President (Capital Markets Risk Mgmt; Futures Clearing; Special Assets; Global Corporate Bank) | 12 years | Finance and risk expertise supporting audit and comp governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| St. Joseph Catholic Academy | Director | Since Aug 2024 | Current nonprofit board role |
| Siena Catholic Schools of Racine | Director (Treasurer) | 2017–2023 | Served as treasurer for two years |
Board Governance
- Committee leadership and membership
- Chairs Nominating & Corporate Governance Committee and Compensation Committee; member of Audit Committee; identified as audit committee financial expert .
- Attendance and engagement
- Board held 12 regular and 1 special meeting in 2024; no director or committee member attended fewer than 75% of meetings; Audit met 4x, Nominating & Governance 3x, Compensation 2x .
- Independence
- Independent under Nasdaq standards; non-independent directors identified are Lear (CEO), Ivantic (family relation to a CLO), and Kneesel (family relation to a CLO) .
- Temporary independence shortfall (Board majority)
- Following the December 21, 2024 passing of Director Thaddeus M. Bond Jr., the company disclosed temporary non-compliance with Nasdaq Rule 5605(b)(1); deadline to regain compliance is the earlier of the 2025 annual meeting or December 21, 2025 (or June 19, 2025 if annual meeting held before that date) .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Nominating & Corporate Governance | Chair | 3 |
| Compensation | Chair | 2 |
| Audit | Member | 4 |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $24,000 | Director deferred compensation plan available, but deferrals were disclosed for other directors; not stated for Ansani |
| Bank board annual retainer | $18,000 | Policy-level figure for all bank directors |
| Per-meeting fee | $1,000 | Policy-level figure for all bank directors |
| Company board additional retainer | $2,000 | Paid in quarterly installments |
Performance Compensation
Time-based equity with 5-year ratable vesting; no performance metrics disclosed for director awards.
| Award Type | Grant Year | Shares/Options | Grant-Date Fair Value (USD) | Vesting Schedule |
|---|---|---|---|---|
| Restricted Stock (RS) | 2024 | 9,200 | $103,960 | 20% per year beginning in 2025 |
| Stock Options | 2024 | 23,000 | $100,422 | 20% per year beginning in 2025 |
Additional equity plan context: The 2023 Equity Incentive Plan authorizes up to 755,714 shares, with director award limits defined for options and RS; 2023 grants to directors (not including Ansani) vest 20% annually and illustrate plan mechanics .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Committee/Interlock Notes |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No public company interlocks disclosed |
| St. Joseph Catholic Academy | Nonprofit | Director | Educational nonprofit role |
| Siena Catholic Schools of Racine | Nonprofit | Director (Treasurer) | Prior nonprofit role, 2017–2023 |
Expertise & Qualifications
- Audit committee financial expert designation; deep finance and risk background from Bank of America roles .
- Governance leadership across two key committees (Compensation; Nominating & Governance) .
- Community involvement and nonprofit board experience .
Equity Ownership
| As of Record Date (Mar 24, 2025) | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Emily E. Ansani | — | * | Unvested RS: 9,200; Unvested options: 23,000 (sole voting power; not included in beneficial ownership) |
Anti-hedging policy prohibits hedging or monetization transactions by directors; clawback policy applies to executive incentive compensation; no pledging restrictions disclosed in proxy .
Shareholder Voting (2025 Annual Meeting)
| Item | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Election of Director: Emily E. Ansani | 2,007,872 | 955,763 | 941,614 |
Additional meeting context: Auditor ratification passed (3,765,451 for); non-binding stockholder proposal to sell or merge received 1,564,131 for, 531,187 against, 838,300 abstain, 971,631 broker non-votes .
Governance Assessment
- Strengths
- Independent director with finance and risk background; designated audit committee financial expert .
- Chairs Compensation and Nominating & Governance committees, signaling high engagement and influence over pay and board effectiveness; committee charters available via investor relations .
- Board- and committee-level attendance thresholds met; multiple standing committees active in 2024 .
- Anti-hedging policy reduces misalignment risk; equity grants provide potential long-term alignment through vesting .
- Watch items / red flags
- Beneficial ownership shows no vested common shares as of March 24, 2025; alignment depends on future vesting of RSUs/options (9,200 RS; 23,000 options) .
- Temporary Nasdaq board-independence non-compliance due to a director’s death in Q4’24; remediation timeline disclosed, but interim governance optics warrant monitoring .
- No disclosure of director stock ownership guidelines or pledging restrictions in proxy; lack of formal guidelines can weaken alignment signals .
- Related-party and conflicts
- Company disclosed director/officer loans were on market terms, within banking regulations; no other related-person transactions >$120,000 since 2020; no specific related-party exposure tied to Ansani identified .
Overall: Ansani’s committee leadership and audit expertise are positives for board effectiveness. Alignment would be stronger once equity awards vest into beneficial ownership; monitor independence majority remediation and any future disclosure on director ownership guidelines .