Thomas Kneesel
About Thomas J. Kneesel
Age 70; director of NSTS Bancorp, Inc. since March 2020. President/Owner of Kneesel and Associates, a residential real estate appraisal firm; previously Vice-President and Residential Appraisal Compliance Officer at Associated Bank, N.A. (2011–2020). Holds a business degree from St. Mary’s University (Winona, MN), 1977; past Chairman of the Wisconsin Real Estate Appraisal Advisory Board and past member of the Wisconsin Real Estate Appraiser Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Associated Bank, N.A. | Vice-President & Residential Appraisal Compliance Officer | 2011–2020 | Led residential appraisal compliance; regulatory expertise |
| Wisconsin Real Estate Appraisal Advisory Board | Chairman (past) | Not disclosed (past) | Oversight of appraisal standards |
| Wisconsin Real Estate Appraiser Board | Member (past) | Not disclosed (past) | Professional licensure oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kneesel and Associates | President/Owner | Current | Residential appraisal and market insight |
| Emmer Real Estate (Green Lake, WI) | Real estate sales (part-time) | Current | Local real estate sales exposure |
Board Governance
- Independence: Not independent due to familial relationship (brother-in-law of Chief Lending Officer Amy L. Avakian) under Nasdaq standards (Rule 5605) .
- Committees: Not listed as a member of Audit, Nominating & Corporate Governance, or Compensation committees (chairs: Arenas; Ansani; Ansani) .
- Attendance/Engagement: Board held 12 regular and one special meeting in 2024; no director attended fewer than 75% of board and committee meetings on which they served .
- Tenure: Director since March 2020 .
- Governance environment: Company temporarily out of compliance with Nasdaq majority-independence requirement after a director’s passing; cure period through the earlier of the 2025 annual meeting or December 21, 2025 (or June 19, 2025 if meeting before June 19) .
- Annual meeting presence: Six of seven directors attended the 2024 Annual Meeting .
- Policies: Anti-hedging policy prohibits directors from entering hedging or monetization transactions; clawback policy adopted for incentive-based compensation following restatements .
Fixed Compensation
| Component | Detail |
|---|---|
| Fees Earned or Paid in Cash (2024) | $32,000 |
| Bank director annual retainer | $18,000 |
| Company director annual retainer | $2,000 (paid in quarterly installments) |
| Per meeting fee (Bank board) | $1,000 per meeting |
| All other compensation (2024) | $0 (no perquisites >$10,000 disclosed for directors; Kneesel column shows “—”) |
Performance Compensation
| Type | Shares/Options | Status | Vesting Schedule | Notes |
|---|---|---|---|---|
| Restricted stock awards | 7,360 | Unvested | Not disclosed | Sole voting power, no investment power |
| Stock options | 18,400 | Unvested | Not disclosed | Terms (strike/expiration) not disclosed for directors |
| Annual equity grants in 2024 | — | — | — | No 2024 stock or option grant to Kneesel; only Director Ansani received 2024 equity grants |
No director-specific performance metrics tied to compensation (e.g., TSR, revenue growth) are disclosed for Kneesel. Director pay is retainer/meeting-based with equity awarded under the 2023 plan; no performance-condition metrics are described for director awards .
Other Directorships & Interlocks
- No other public-company directorships or committee roles are disclosed for Kneesel in the proxy materials .
- Related-party context: Familial relationship with a company officer (Avakian) noted; board considered relationships for independence determinations .
Expertise & Qualifications
- Residential real estate appraisal, compliance, and market knowledge from leadership of an appraisal firm and prior bank compliance role .
- Regulatory board experience (state appraisal boards), business degree, and decades of sector involvement .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of March 24, 2025) | 26,440 shares (less than 1%) |
| Unvested restricted stock | 7,360 shares (not in beneficial ownership total) |
| Unvested stock options | 18,400 options (not in beneficial ownership total) |
| Shares outstanding (reference) | 5,247,826 |
| Section 16(a) compliance | All required ownership reports were timely filed in 2024 |
Pledging: No disclosure indicating any shares pledged as collateral for Kneesel; pledging not discussed for individual directors in the proxy .
Governance Assessment
- Independence/Conflicts – RED FLAG: Kneesel is not independent due to a familial relationship with a named executive officer, which can affect committee eligibility and investor perception of board objectivity .
- Committee Influence: Absence from Audit, Nominating & Corporate Governance, and Compensation committees limits direct influence over key governance controls (financial reporting, board effectiveness, and pay oversight) .
- Ownership Alignment: Holds 26,440 shares plus unvested equity (RS and options), indicating some alignment; however, percentage ownership is <1%, and lack of independence remains a concern for governance quality .
- Attendance/Engagement: Board-wide attendance met minimum expectations; twelve regular and one special meeting reflect active board cadence, but no director-specific attendance rate is provided .
- Related-Party Transactions: Beyond permissible banking loans on market terms, no transactions >$120,000 with related persons since 2020 (Bank) and 2021 (Company) are disclosed, which mitigates transactional conflict risk .
- Policy Safeguards: Anti-hedging policy and clawback framework support alignment and accountability; Section 16 filings were timely, supporting transparency .
- External Signal: Ongoing Nasdaq independence cure process (post-director passing) and a stockholder proposal advocating sale/merger highlight investor-focus on governance and strategic direction; the board takes no position on the proposal but acknowledges ongoing consideration of strategic alternatives .