John Pucin
About John Pucin
John S. Pucin, age 59, was appointed an independent director of NSTS Bancorp, Inc. and North Shore Trust and Savings on June 18, 2025, to fill the vacancy created by the late Thaddeus M. Bond, Jr.; his term runs through the 2027 annual meeting . He serves as Senior Vice President and Corporate Counsel at Caine & Weiner Company, Inc. and is managing partner of the Law Office of John S. Pucin, P.C.; he holds a B.S.B.A. in Finance from Xavier University (1988) and a J.D. from Capital University Law School (1992), and is admitted to the Illinois and Ohio bars and multiple federal district courts . The Board determined he is independent under Nasdaq rules and qualifies for Audit Committee membership under Exchange Act Rule 10A‑3, strengthening governance after prior independence shortfalls tied to director deaths .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caine & Weiner Company, Inc. | Senior Vice President & Corporate Counsel | Current | Leads litigation, compliance, negotiation, personnel management, team leadership, marketing |
| Law Office of John S. Pucin, P.C. | Managing Partner | Current | Legal practice leadership; litigation and compliance oversight |
| Commercial Law League | Member; past Chair, Midwest Region | 20+ years | Professional governance; regional leadership experience |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| None disclosed | — | — | Company’s appointment 8‑K did not disclose any other public company directorships for Pucin . |
Board Governance
- Committee assignment: Appointed to the Audit Committee upon joining; qualifies under heightened independence requirements for audit committee members (Rule 10A‑3) .
- Independence status: Board determined Pucin is independent under Nasdaq listing standards; his appointment is expected to restore compliance with Nasdaq Rule 5605(b)(1) (majority independent board) after prior noncompliance due to a director’s death .
- Board activity baseline: In 2024 the Board held 12 regular and 1 special meeting; no director or committee member attended fewer than 75% of applicable meetings (Pucin was not yet a director) .
- Annual meeting attendance policy: Directors are expected to attend annual meetings; six of seven directors attended the 2024 annual meeting (pre‑appointment) .
Fixed Compensation
| Component | Amount | Mechanics | Notes |
|---|---|---|---|
| Bank director annual retainer | $18,000 | Paid to all Bank directors | Pucin entitled to prorated portion from June 18, 2025 . |
| Per‑meeting fee | $1,000 | Paid per meeting attended | Applies to Bank board service . |
| Company board retainer | $2,000 | Paid in quarterly installments | Additional retainer for Company board service . |
| Director Deferred Compensation Plan | Elect up to 100% deferral | Credited at prime + 2% interest, quarterly | Non‑qualified, unsecured; available to all directors . |
Performance Compensation
| Equity/Incentive Feature | Detail | Vesting/Terms | Applicability |
|---|---|---|---|
| 2023 Equity Incentive Plan eligibility | Directors eligible for restricted stock and stock options | Plan authorizes up to 755,714 shares; options up to 539,796; RS awards up to 215,918 | Pucin eligible as a director . |
| Typical director grant vesting (recent awards) | Time‑based, not performance‑metric based | 20% per year beginning in the year after grant; example 2023 grants vest starting 2024 | No Pucin‑specific grants disclosed to date . |
| Anti‑hedging policy | Hedging/monetization transactions prohibited for directors | Company Insider Trading Policy prohibits collars, swaps, prepaid forwards, exchange funds | Applies to Pucin. |
| Clawback policy | Recovery of erroneously awarded compensation upon restatement | Policy applies to executive officers (not directors) per SEC/Nasdaq rules | Not director‑specific. |
No director‑specific performance metrics (EBITDA, TSR, ESG, etc.) are disclosed for equity awards; director grants are time‑vested rather than performance‑conditioned .
Other Directorships & Interlocks
| Type | Entity | Relationship | Conflict/Interlock Considerations |
|---|---|---|---|
| Immediate family relationships | — | None | Company states no immediate family relationships with any director or executive officer . |
| Related‑party transactions | — | None | No transactions between Pucin/his immediate family and the Company/Bank reportable under SEC rules . |
| Shared directorships with customers/suppliers | — | None disclosed | No interlocks disclosed; Caine & Weiner relationship is employment, not a disclosed Company transaction . |
Expertise & Qualifications
- Legal and compliance: Senior in‑house counsel experience and private practice leadership; admitted to IL and OH bars; admitted to U.S. District Courts (N.D. Illinois, N.D. Ohio, S.D. Ohio) .
- Finance foundation: Undergraduate degree in Finance (Xavier University, 1988) supports audit/risk oversight .
- Professional governance: 20+ years in Commercial Law League; past Midwest Region chair indicates oversight and leadership capability .
- Audit Committee suitability: Meets independence criteria under Rule 10A‑3, strengthening audit oversight .
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Common shares beneficially owned | 1,000 | Direct ownership per Form 3 filed June 18, 2025 . |
| Ownership % of outstanding | ~0.02% | 1,000 ÷ 5,247,826 shares outstanding at 2025 record date . |
| Derivatives (options/RSUs) | None disclosed | Form 3 shows no derivative securities owned at appointment . |
| Pledging/hedging | Hedging prohibited | Insider Trading Policy bars hedging/monetization arrangements for directors . |
Insider Trades
| Date | Form | Security | Shares | Price | Notes |
|---|---|---|---|---|---|
| 06/18/2025 | Form 3 | Common Stock | 1,000 | — | Initial statement of beneficial ownership; direct holdings; power of attorney executed same date . |
Governance Assessment
- Board effectiveness signal: Appointment filled a vacancy and restored Nasdaq majority‑independence compliance, reducing delisting risk and improving audit oversight .
- Independence and conflicts: No immediate family ties or related‑party transactions; Audit Committee qualification under Rule 10A‑3 enhances investor confidence in financial reporting oversight .
- Compensation alignment: Cash retainers are modest; equity awards for directors are time‑vested under the 2023 Plan (no performance metrics), which is typical but provides weaker pay‑for‑performance signaling versus performance‑conditioned awards .
- Ownership alignment: Initial stake is small (~0.02%); alignment could strengthen with additional share accumulation or equity grants over time .
- Shareholder sentiment: 2025 annual meeting showed meaningful support for a sale/merger proposal (FOR: 1,564,131; AGAINST: 531,187; ABSTAIN: 838,300; broker non‑votes: 971,631), highlighting investor focus on strategic alternatives and governance responsiveness .
RED FLAGS
- Minimal ownership at appointment may signal limited immediate economic alignment with shareholders, though typical for new directors .
- Director equity awards lack explicit performance metrics (time‑based vesting), offering weaker pay‑for‑performance signals for board members .
Positives
- Clear independence and audit qualifications; no related‑party exposure disclosed .
- Appointment directly addresses Nasdaq compliance concerns following prior board vacancies .
Notes on Data Coverage
- No Pucin‑specific RSU/option grant amounts, vesting schedules, or meeting attendance were disclosed as of his June 18, 2025 appointment; tables reflect plan features and director fee policy applicable to him .