Thomas Ivantic
About Thomas M. Ivantic
Thomas M. Ivantic, age 73, has served as a director of NSTS since 1998. He is retired after a 29+ year career as a commercial airline pilot at United Airlines and holds a BA in Economics and Business Administration from St. Mary’s University (1973). He is not independent under Nasdaq rules due to a family relationship with an NSTS executive (brother of Chief Lending Officer Amy L. Avakian) . In 2025, he stood for re‑election to a term expiring in 2028 and received 1,926,437 “For” votes and 1,037,198 “Withheld” votes .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Airlines | Commercial airline pilot | Over 29 years | Business experience cited by NSTS as valuable to the Board |
| NSTS predecessor (North Shore MHC) | Director | Pre-IPO service continued | Long-term Board service and community involvement noted by NSTS |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Boy Scouts of America; PADS; Appalachia Service Project; St. Joseph Food Pantry; Bed Ministries | Volunteer | Ongoing | Community involvement highlighted in proxy |
Board Governance
- Independence: Not independent due to being the brother of the Company’s Chief Lending Officer, Amy L. Avakian (Nasdaq Rule 5605(a)(2) standard) .
- Committee assignments: Not listed as a member of Audit, Nominating & Corporate Governance, or Compensation Committees; current members are Arenas (Chair), Ansani, True (Audit); Ansani (Chair), Arenas, True (Nominating & Governance); Ansani (Chair), Arenas (Compensation) .
- Attendance: In 2024, the Board held 12 regular meetings and one special meeting; no director or committee member attended fewer than 75% of meetings .
- Annual meeting participation: Six of seven directors attended the 2024 annual meeting; directors are expected to attend absent conflicts .
- 2025 election result: For 1,926,437; Withheld 1,037,198; Broker non-votes 941,614 .
Fixed Compensation
| Component | Detail | Amount/Terms | Source |
|---|---|---|---|
| Bank Board annual retainer (2024) | Cash | $18,000 | |
| Company Board retainer (2024) | Cash | $2,000 (paid quarterly) | |
| Per‑meeting fee (2024) | Cash | $1,000 per meeting | |
| Total cash fees paid (2024) | Fees Earned | $32,000 | |
| Deferred compensation election | Plan participation | Deferred all or a portion of cash fees into Director Deferred Compensation Plan; credited at prime + 2% |
Performance Compensation
| Equity/Metric | Grant/Status | Terms/Value | Source |
|---|---|---|---|
| 2024 Director stock awards | Not granted | No stock awards to Ivantic disclosed for 2024 | |
| 2024 Director option awards | Not granted | No option awards to Ivantic disclosed for 2024 | |
| Outstanding unvested restricted stock | 7,360 shares (unvested) | Voting power only; no investment power until vesting | |
| Outstanding unvested options | 18,400 options (unvested) | Unvested, not included in beneficial ownership table |
No director performance metrics (TSR, revenue/EBITDA goals, ESG) are disclosed for Ivantic’s director compensation; director pay is primarily cash fees with equity from prior grants under the 2023 Equity Incentive Plan .
Other Directorships & Interlocks
| Category | Company/Entity | Role | Notes |
|---|---|---|---|
| Public company boards | — | — | None disclosed in proxy biography |
| Private/non‑profit boards | — | — | Not disclosed for Ivantic beyond volunteer roles |
| Interlocks/related relationships | NSTS | Family relationship | Brother of CLO Amy L. Avakian; not independent |
Expertise & Qualifications
- Education: BA, Economics & Business Administration, St. Mary’s University (1973) .
- Industry experience: 29+ years in airline operations; retirement from United Airlines .
- Additional skills: Long‑tenured Board service and local community engagement .
Equity Ownership
| Holding | Amount | % of Outstanding | Notes |
|---|---|---|---|
| Shares beneficially owned | 26,440 | <1% | As of March 24, 2025; excludes unvested awards |
| Unvested restricted stock | 7,360 | N/A | Voting power only; not in beneficial ownership count |
| Unvested options | 18,400 | N/A | Not in beneficial ownership count |
| ESOP holdings | — | — | Not specified for Ivantic; ESOP overall ownership 430,239 shares (8.2%) |
Governance Assessment
- Independence and conflicts: Ivantic is not independent due to a close family tie to a senior executive, which is a governance red flag for board oversight and potential related‑party exposure. Nasdaq majority‑independent compliance was temporarily impaired in early 2025 following a director’s death, with a cure period to June 19, 2025 or the 2025 annual meeting timing; Board intends to appoint a new independent director .
- Committee effectiveness: He does not serve on Audit, Compensation, or Nominating & Governance committees, limiting formal influence over key oversight areas (financial reporting, executive pay, board composition) .
- Shareholder sentiment: 2025 election drew over 1.0 million “Withheld” votes against Ivantic, signaling notable investor reservations; meanwhile, shareholders expressed significant support for a non‑binding proposal to sell/merge the company (For 1,564,131; Against 531,187; Abstain 838,300), highlighting strategic dissatisfaction and value realization pressure .
- Pay and alignment: 2024 director pay for Ivantic was cash‑based ($32,000) with no new equity grants; he holds modest beneficial ownership (26,440 shares) with additional unvested RSUs and options from prior awards, and participates in a deferred compensation plan accruing interest at prime + 2% (which may be viewed as generous relative to market) .
- Policies: Anti‑hedging policy applies to directors and prohibits hedging/monetization transactions; clawback policy applies to executive incentive compensation (not director fees), supporting pay governance for executives .
RED FLAGS
- Not independent due to immediate family relationship with a senior executive .
- Meaningful “Withheld” vote count in 2025 director election .
- Absence from key standing committees (Audit, Compensation, Nominating & Governance) .
Additional Notes
- Related‑party transactions: Director/executive loans by the Bank are permitted under banking regulations, made on market terms without unfavorable features; no other related‑party transactions over $120,000 are disclosed for Ivantic specifically .
- Board attendance: Overall attendance standards were met in 2024; meeting load was 12 regular and one special session .