Rodney True
About Rodney J. True
Rodney J. True, age 72, is an independent director of NSTS, serving since March 2003. He is retired; previously COO of Spend Radar (2008–2015) and CEO of TrueSource, with earlier management roles at Ernst & Young, Abbott Laboratories, and Republic Steel. He holds an MBA (valedictorian) from Lake Forest Graduate School of Management (1983) and a BA in Economics from Ripon College (1974) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spend Radar (Chicago) | Chief Operating Officer | 2008–2015 | Operational leadership in software development; board resource cited by NSTS |
| TrueSource | Chief Executive Officer | Not disclosed | Led spend analysis software; executive experience valued by NSTS board |
| Ernst & Young; Abbott Laboratories; Republic Steel | Management positions | Not disclosed | Diverse finance/operations background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed in NSTS proxy |
Board Governance
- Independence: Board determined Mr. True is independent under Nasdaq standards; only Lear, Ivantic, and Kneesel are not independent .
- Attendance: In 2024, no director attended fewer than 75% of board and committee meetings; board held 12 regular and one special meeting .
- Committee assignments:
- 2024: Audit (member); Nominating & Corporate Governance (member); not on Compensation .
- 2025: Audit (member; committee includes Arenas (Chair), Ansani); Nominating & Corporate Governance (member; chaired by Ansani); not on Compensation (Ansani Chair; Arenas member) .
| Committee | 2024 Membership | 2025 Membership |
|---|---|---|
| Audit | Member | Member |
| Nominating & Corporate Governance | Member | Member |
| Compensation | Not a member | Not a member |
- Context: Board temporarily fell out of Nasdaq majority-independent compliance after Director Bond’s passing; remediation window extends to the earlier of the 2025 annual meeting or Dec 21, 2025 (or June 19, 2025 if the meeting is before that date) .
Fixed Compensation
- Structure: 2024 bank annual retainer $18,000; per-meeting fee $1,000; additional $2,000 Company board retainer (paid quarterly) .
- Deferred Compensation Plan: Directors may defer up to 100% of retainers/fees; credited quarterly at prime rate + 2% .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $32,000 | $32,000 (portion deferred) |
| Stock Award ($) | $86,112 | — |
| Option Award ($) | $81,857 | — |
| All Other Compensation ($) | — | — |
| Total ($) | $199,969 | $32,000 |
Notes:
- Mr. True deferred all or a portion of 2024 cash fees into the director deferred plan .
- 2024 equity grants were made only to new director Ansani; other directors, including Mr. True, did not receive 2024 equity awards .
Performance Compensation
- 2023 Equity Awards (time-based):
- Restricted stock grant date fair value: $86,112; vesting 20% per year beginning in 2024 .
- Stock options grant date fair value: $81,857; valuation via Black-Scholes; actual value depends on future stock price; options vest over time (20% per year beginning 2024) .
- 2024: No director equity awards to Mr. True; only new director received RSU/option grant .
- Performance metrics: Proxy discloses time-based vesting and valuation methodology; no performance (EBITDA/TSR/ESG) metrics for director awards are described .
| Component | Detail | 2023 | 2024 |
|---|---|---|---|
| Restricted Stock (grant-date FV) | Time-based vesting | $86,112 | — |
| Stock Options (grant-date FV) | Black-Scholes; time-based vesting | $81,857 | — |
| Vesting Schedule | 20% per year starting 2024 | Disclosed | N/A |
| Performance Metrics | EBITDA/TSR/ESG targets | None disclosed | None |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| — | — | — | No other public boards disclosed; no interlocks noted for Mr. True |
Expertise & Qualifications
- Software operations leadership (COO/CEO roles) in spend analysis; diverse management experience across E&Y, Abbott, Republic Steel .
- MBA (valedictorian, Lake Forest Graduate School of Management, 1983); BA Economics (Ripon College, 1974) .
- Active service on Audit and Nominating & Corporate Governance Committees; Audit Committee issues an annual report signed by True, indicating engagement with financial reporting oversight .
Equity Ownership
- Beneficial ownership includes spouse holdings; unvested restricted stock and unvested options are excluded from reported beneficial ownership per SEC rules .
| Metric | 2024 (Record Date: Mar 25, 2024) | 2025 (Record Date: Mar 24, 2025) |
|---|---|---|
| Shares Beneficially Owned | 40,000 (includes 10,000 spouse) | 46,440 (includes 10,000 spouse) |
| Ownership % of Shares Outstanding | * (<1%) | * (<1%) |
| Unvested Restricted Stock (excluded) | 9,200 | 7,360 |
| Unvested Options (excluded) | 23,000 | 18,400 |
Governance Assessment
- Alignment and engagement: Long-tenured independent director since 2003 with consistent committee service (Audit; Nominating & Governance) and participation in Audit Committee reporting, supporting board oversight of financial reporting and governance .
- Ownership and pay mix: Holds 46,440 shares as of Mar 24, 2025 (less than 1%); 2023 director equity awards were time-based and valued at $168k in aggregate, while 2024 compensation was cash-only ($32k), with cash fee deferral into the plan accruing at prime + 2%, showing moderate skin-in-the-game with conservative 2024 equity issuance to incumbent directors .
- Independence and conflicts: Board deems him independent; proxy discloses no related-party transactions exceeding $120k beyond standard bank-regulated lending practices (ordinary course, market terms) and does not identify conflicts tied to Mr. True; no pledging or hedging disclosures noted for Mr. True in ownership footnotes .
- Attendance and effectiveness: Board-level disclosure indicates at least 75% attendance for all directors in 2024; committee cadence (Audit met 4x; Nominating & Governance met 3x; Compensation met 2x) underscores regular oversight; Mr. True’s dual committee memberships suggest active engagement .
- Board-level risk context: Following Director Bond’s death, the company temporarily fell out of Nasdaq majority-independent compliance; remediation timeline set by Nasdaq; while not specific to Mr. True, this reduces overall governance comfort until compliance is restored .
RED FLAGS: None specific to Mr. True are disclosed. Board-level independence shortfall (temporary) is a governance watch item until resolved . No evidence of related-party transactions, pledging, or performance pay gaming for directors; 2024 director equity grants limited to new director only .