David Kunin
About David B. Kunin
David B. Kunin (age 65) is Chairperson of the Board of Nortech Systems Incorporated; he has served as a director since May 2014 and Chairperson since May 2015 . He is CEO of Beautopia LLC (since 1998), a former director of Regis Corporation (1997–Oct 2011), and President of Curtis Squire, Inc., a family holding company that owns a controlling stake in NSYS; he has extensive experience in contract manufacturing and printed circuit board businesses and has invested in technology startups in the U.S. and Israel .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Beautopia LLC | Chief Executive Officer | 1998–present | Operates beauty products manufacturing business |
| Regis Corporation | Director | 1997–Oct 2011 | Board service at large public franchisor of hair salons |
| Various computer/contract manufacturing/PCB enterprises | Sales & senior management roles | ~10 years (prior to 1998) | Sector-relevant operating experience |
| Curtis Squire, Inc. | President | Not specified; current | Family holding company; owner of significant NSYS stake |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Curtis Squire, Inc. | President | Current | Entity controls >50% voting power in NSYS |
| Marpe Technologies, LTD | Minority owner (<10%) and Director | Current | BIRD Foundation grant collaboration; NSYS 10-year exclusive manufacturing right; related-party transactions approved by Audit Committee |
| Technology startups (U.S., Israel) | Investor | Last decade | Early-stage technology investment perspective |
Board Governance
- Role and independence: Chairperson of the Board; not independent under Nasdaq rules .
- Controlled company: NSYS is a “controlled company” with >50% voting power held by Kunin family/affiliates; Board currently majority independent, Audit Committee fully independent; Compensation and Nominating committees include at least two independent members .
- Committee assignments: Member, Science and Technology Committee (not Chair); committee oversees technology strategy and cybersecurity risk .
- Meeting attendance: Board met 5 times in FY2024; all directors attended all Board meetings; committees met multiple times (Audit 4, Comp & Talent 5, Nominating 4, Science & Tech 4) with full member attendance .
- Board leadership: Chair and CEO roles are separated to enhance oversight and independence from management .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Cash fees | $67,000 | Comprised of non-employee director retainer and Chair fees per schedule (e.g., $36,000 director retainer; $27,000 Board Chair; committee fees per role) |
| Equity (RSUs) – grant date fair value | $21,910 | 1,981 RSUs granted on May 20, 2024; time-based vesting equally on first and second anniversary; one share issued per vested RSU within 60 days |
| Options | $0 (no new awards in 2024) | Holds legacy options outstanding (see Equity Ownership) |
| Total | $88,910 | Cash ~75.3%; Equity ~24.6% (mix derived from disclosed amounts) |
Fee schedule reference (selected items): $36,000 non-employee director; $27,000 Chairperson of the Board; committee chair/member fees: Audit Chair $14,000; Comp Chair $10,000; Nominating Chair $8,000; Science & Tech Chair $8,000; Audit member $7,000; Comp member $5,000; Nominating and Science & Tech member $4,000 .
Performance Compensation
- Director awards are time-based RSUs; no director performance metrics (e.g., revenue/EBITDA/TSR) are used for director equity in 2024; vesting occurs over two years per grant .
- No bonuses or performance-linked pay disclosed for directors; meeting fees structure is fixed per committee roles .
Other Directorships & Interlocks
| Company | Status | Role | Tenure/Notes |
|---|---|---|---|
| Regis Corporation | Prior public company | Director | 1997–Oct 2011 |
| Marpe Technologies, LTD | Private | Director | Current; related-party engagement with NSYS; BIRD grant |
| Curtis Squire, Inc. | Private holding company | President | Current; controlling shareholder group of NSYS |
- Interlocks/conflicts: Family-controlled ownership via Curtis Squire; related-party transactions with Marpe Technologies; small receivable/write-off from Abilitech (minority owner) .
Expertise & Qualifications
- Contract manufacturing and PCB sector experience; public board experience at large franchisor; entrepreneurial/investor background in technology startups .
- Science & Technology Committee service aligns with oversight of technology, innovation, and cybersecurity risks .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| David B. Kunin | 77,878 | 2.8% | Includes 6,481 shares issuable upon RSUs vested and options exercisable within 60 days of Mar 19, 2025 |
| Options outstanding (director-level) | 3,000 shares | — | Non-employee directors’ option holdings; specific vesting not disclosed for Kunin’s legacy grant |
| Curtis Squire, Inc. group (family) | 1,464,232 | 53.2% | Curtis Squire holds 1,300,066; family members hold additional shares; voting control shared among Curtis Squire board members including David B. Kunin |
- Shares pledged: Not disclosed.
- Ownership guidelines: Not disclosed for directors.
Insider Trades
| Date | Filing | Transaction | Quantity | Notes |
|---|---|---|---|---|
| May 20, 2024 (grant); filed Jul 12, 2024 | Form 4 (filed late) | RSU grant | 1,981 RSUs | Form 4 for RSU grant was not timely filed; reported July 12, 2024 |
Governance Assessment
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Positive indicators:
- Separate Chair and CEO roles; Audit Committee entirely independent; majority-independent Board; full attendance at Board and committee meetings .
- Formal related-party transaction policy; Marpe transactions reviewed and approved by Audit Committee; transparent disclosure of terms and amounts .
- Science & Technology Committee oversight of cybersecurity; regular reporting at least four times per year .
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Risks and red flags:
- Controlled company status with Kunin family/affiliates holding >50% voting power; Chair is not independent and is President of the controlling shareholder—heightened potential for conflicts and influence over governance .
- Related-party exposure: Marpe Technologies collaboration (conditional BIRD grant; exclusive manufacturing rights) and prior Abilitech receivable write-off; execution and payment risk noted by the company .
- Section 16 compliance: multiple directors (including David B. Kunin) reported late Form 4 filings in 2024 (e.g., RSU grant reported July 12, 2024) .
- Board independence: while majority-independent, key leadership (Chair) is non-independent; Compensation and Nominating committees allow non-independent participation due to controlled company exemptions .
-
Director compensation alignment:
- Mix skewed toward fixed cash and time-based RSUs without performance metrics; alignment relies on equity ownership rather than pay-for-performance structures for directors .
-
Attendance and engagement:
- 100% attendance at Board and committee meetings indicates strong engagement .
Overall, Kunin’s sector expertise and engagement are positives, but his non-independent status, controlling-family role, and ongoing related-party ties warrant continuous monitoring and robust Audit Committee oversight for investor confidence .