Amy Fredregill
About Amy Fredregill
Independent director since 2023; age 50 in the 2025 proxy. Background spans 25 years advising C-suites in energy, food, and agriculture on fiscal management, strategic planning, ESG, and resilience; prior roles include Managing Director of the Sustainable Growth Coalition and resource planning/strategy at Xcel Energy. Education: MPP (George Washington University) and B.A. Economics, magna cum laude (College of St. Benedict); NACD Certified, and active in WCD and Private Director Association MN Chapter.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WSB (Consulting) | Senior Director for Sustainability | Feb 2021–present | Advises C-suite; drives ESG value, risk calibration and resilience |
| Environmental Initiative (Sustainable Growth Coalition) | Managing Director | Mar 2018–Feb 2021 | Facilitated Fortune 500 C-suite sustainability dialogues |
| Xcel Energy | Manager, Resource Planning & Strategy | — | Led business model transformation, stakeholder/investor relations, regulatory affairs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Private Director Association – Minnesota Chapter | President | — | Governance community leadership |
| Women Corporate Directors (WCD) | Member | — | Governance/board network |
| National Association of Corporate Directors (NACD) | Member; NACD Certified | — | Director education/credential |
| American Red Cross – Minnesota-Dakotas Region | Board of Directors | — | Non-profit board service |
Board Governance
- Independence: Board determined Ms. Fredregill is independent under NASDAQ rules; NSYS is a “controlled company” (>50% voting power held by Kunin family), but board maintains majority independence and committees structured with independence thresholds.
- Committees and chair roles (as of Mar 19, 2025): Chair, Nominating and Corporate Governance Committee; Member, Science and Technology Committee.
- Attendance: In fiscal year covered by 2025 proxy, Board met 5 times; all directors attended all board and assigned committee meetings. In fiscal year covered by 2024 proxy, Board met 11 times; all directors attended except CEO missing three, implying full attendance by Ms. Fredregill.
- Board size and changes: Board reduced from eight to seven on Mar 19, 2025; unrelated to any disagreement (8-K).
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards | Total ($) |
|---|---|---|---|---|
| 2024 | 46,625 | 21,910 | — | 68,535 |
- 2024 Director/Committee fee schedule: $36,000 non-employee director; $27,000 Board Chair; $14,000 Audit Chair; $10,000 Comp & Talent Chair; $8,000 Nominating & Corporate Gov Chair; $8,000 Science & Technology Chair; $7,000 Audit members; $5,000 Comp & Talent members; $4,000 Nominating and Science & Tech members.
Performance Compensation
| Grant | Grant Date | Units/Shares | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSU annual grant | May 20, 2024 | 1,981 RSUs | Vest 50% on first and second anniversary of grant date; shares issued within 60 days of vesting | None disclosed for director grants (time-based vesting) |
| RSU appointment grant | 2023 (date not specified) | 2,250 RSUs | 750 vested May 1, 2024; 1,500 vest May 1, 2025; shares issued within 60 days of vesting | None disclosed (time-based vesting) |
No director performance-based metrics (e.g., revenue/EBITDA/TSR) are disclosed for non-employee director compensation; grants are time-based RSUs.
Other Directorships & Interlocks
| Company | Public Company? | Role | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy biographies list non-profit and professional association roles; no other public company boards disclosed. |
Expertise & Qualifications
- 25 years advising C-suites; ESG strategy integrated with fiscal management, risk calibration, and resilience; experience across energy, food, agriculture sectors.
- Resource planning and strategy at Xcel Energy; stakeholder/investor relations and regulatory experience.
- Governance credentials: NACD Certified; leadership roles in director associations; active WCD membership.
- Education: Master’s in Public Policy (George Washington University); B.A. Economics, magna cum laude (College of St. Benedict).
Equity Ownership
| As of | Beneficially Owned Shares | Percent of Class | Shares Issuable within 60 days (RSUs/options) |
|---|---|---|---|
| Mar 19, 2025 | 4,231 | <1% | 3,481 |
- Group beneficial ownership: all executive officers, directors, nominees as a group 327,338 shares (11.0%). NSYS is a controlled company with 53.2% voting power by Curtis Squire, Inc. and Kunin family group.
- Pledging/hedging: No disclosure of pledged shares or hedging by Ms. Fredregill.
Insider Trades
| Filing | Filed Date | Transaction/Grant Date | Security | Quantity | Notes |
|---|---|---|---|---|---|
| Form 4 (late) | Jul 12, 2024 | May 20, 2024 | RSU grant | 1,981 | Company notes Form 4s for May 20, 2024 RSU grants were not timely filed (includes Ms. Fredregill). |
Governance Assessment
- Strengths: Independent director; chairs Nominating & Corporate Governance (key oversight of governance policies, director selection, board/committee evaluations, CEO succession); strong attendance; member of Science & Technology Committee overseeing cybersecurity and technology risk. These support board effectiveness in governance and risk oversight.
- Alignment: Receives annual equity via RSUs with multi-year vesting; holds 4,231 shares beneficially with 3,481 issuable within 60 days, providing some alignment though ownership is <1% typical for outside directors at small caps.
- Controlled company risk: NSYS is a Nasdaq “controlled company” (Kunin family), exempt from certain independence requirements; while board maintains majority independence and committees have independent composition thresholds, concentrated control is a structural governance risk for minority shareholders.
- RED FLAGS: Late Section 16 filings in 2024 for RSU grants (including Ms. Fredregill) indicate procedural compliance lapses; monitor for recurrence.
- Related-party context: No related-party transactions disclosed involving Ms. Fredregill; related-party exposures were noted for the Chair (Abilitech Medical, receivable/write-off), not for Ms. Fredregill.
Committee Detail (Scope and Membership)
| Committee | Role | Scope Highlights | Meeting Cadence (FY) |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | Board/committee evaluations; committee assignments; independence definitions; governance practices; CEO succession plan; shareholder nominees approach; operates under controlled-company framework. | 4 meetings; full attendance by members. |
| Science & Technology | Member | Oversight of tech/R&D strategy; IP; digital initiatives; technology risk; cybersecurity reports at least quarterly. | 4 meetings; full attendance by members. |
Say-on-Pay & Shareholder Feedback (Context)
- 2024 annual meeting: Say-on-Pay received 1,576,442 For; 22,124 Against; 8,432 Abstain; 533,798 broker non-votes.
- 2024 stock plan amendment (increase shares reserved): 1,562,149 For; 23,295 Against; 21,554 Abstain; 533,798 broker non-votes.
Notes on Compensation Structure (Director)
- Mix: Cash fees plus time-based RSUs; no options disclosed for Ms. Fredregill; no performance-conditioned metrics for director grants; vesting is service-based.
- Annual grant cadence and vesting create retention incentives while aligning with shareholder value over time; absence of meeting fees reduces potential pay inflation via excessive meetings.
- No clawback, change-of-control, severance, or perquisite disclosures applicable to non-employee directors.
Potential Conflicts and Interlocks
- No shared directorships disclosed with customers/suppliers/competitors by Ms. Fredregill; no loans or related-party transactions disclosed involving her.
Risk Indicators
- Controlled company status and family control concentration are inherent governance risks; counterbalanced by majority-independent board and fully independent Audit Committee.
- Section 16(a) timeliness issue for 2024 RSU filings, including Ms. Fredregill, indicates a minor compliance red flag; recommended process strengthening.