Debarati Sen
About Debarati Sen
Debarati Sen (age 56) is an independent director of Nortech Systems (NSYS), serving since 2024. She is Group President at HMTX Industries and previously held multiple senior leadership roles at 3M, including President of several divisions and Managing Director & CEO of 3M India Ltd; she holds a B.E. in Electronics (NIT Bhopal) and an MBA in Marketing (XLRI Jamshedpur) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 3M | President, Home Improvement & Consumer Well-being | Jun–Dec 2023 | Senior P&L leadership |
| 3M | President, Construction & Home Improvement Division | Apr 2022–Jun 2023 | Commercial leadership |
| 3M | President, Abrasive Systems Division | Jun 2019–Apr 2022 | Industrial portfolio oversight |
| 3M India Ltd (NSE/BSE: 3MINDIA) | Managing Director & CEO, 3M India Region | Jun 2016–Jun 2019 | Led listed subsidiary; regulated-market experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HMTX Industries Inc. | Group President | Current | Operating executive role |
| OneSource Specialty Pharma | Director | Current | Board service (company type not specified) |
| Women’s Foundation of Minnesota | Treasurer; Trustee; Chair, Financial Leadership Committee | Current | Non-profit finance leadership |
| Global Women’s Network, Carlson School of Management (UMN) | Senior Advisory Board Member | Current | Academic advisory role |
Board Governance
- Committees: Audit Committee (member); Science and Technology Committee (member) .
- Independence: Board determined Sen is independent under NASDAQ rules .
- Financial expertise: Designated “audit committee financial expert” (with Stacy Kruse) under SEC regulations .
- Attendance: Board met 5 times in the last fiscal year; all directors attended all Board meetings; all committee members attended all their meetings .
- Controlled company context: NSYS is a “controlled company” under NASDAQ rules (Kunin family control); Audit Committee remains fully independent; Compensation and Nominating committees maintain majority independence even under controlled-company exemptions .
| Committee | Chair | Meetings (FY) | Sen Membership | Attendance (Sen) |
|---|---|---|---|---|
| Audit | Stacy A. Kruse | 4 | Member | 100% (all members attended) |
| Compensation & Talent | Jose A. Peris | 5 | Not listed as member | n/a |
| Nominating & Corporate Governance | Amy S. Fredregill | 4 | Not listed as member | n/a |
| Science & Technology | Ryan P. McManus | 4 | Member | 100% (all members attended) |
Fixed Compensation
| Director | Year | Cash Fees ($) | Notes |
|---|---|---|---|
| Debarati Sen | 2024 | 23,500 | Mid-year commencement; fee schedule below |
| 2024 Fee Schedule | Amount ($) |
|---|---|
| Non-employee director annual retainer | 36,000 |
| Chair of the Board | 27,000 |
| Audit Committee Chair | 14,000 |
| Compensation & Talent Committee Chair | 10,000 |
| Nominating & Corporate Governance Committee Chair | 8,000 |
| Science & Technology Committee Chair | 8,000 |
| Audit Committee member (non-chair) | 7,000 |
| Compensation & Talent member (non-chair) | 5,000 |
| Nominating & Corporate Governance member (non-chair) | 4,000 |
| Science & Technology member (non-chair) | 4,000 |
Performance Compensation
| Director | Grant Date | Instrument | Shares/Units | Grant Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|---|
| Debarati Sen | May 20, 2024 | RSUs | 3,255 | 36,000 | Vests equally on 1st and 2nd anniversary; one share per vested RSU issued within 60 days | None disclosed (time-based RSU) |
Other directors received 1,981 RSUs on May 20, 2024 with the same vesting cadence .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Notes |
|---|---|---|---|
| OneSource Specialty Pharma | Not specified | Director | No NSYS-related transactions disclosed |
| 3M India Ltd (3MINDIA) | Public | Former MD & CEO | Past operating role; no current interlock with NSYS disclosed |
Expertise & Qualifications
- Electronics and manufacturing leadership across industrial and consumer verticals; overseas listed-company leadership (3M India) .
- Financial oversight and audit proficiency (SEC-designated audit committee financial expert) .
- Non-profit and academic governance roles indicating stakeholder engagement and financial stewardship .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Instruments (60-day window) | Notes |
|---|---|---|---|---|
| Debarati Sen | 3,255 | <1% | 3,255 shares issuable upon RSU vesting/exercisable options within 60 days of Mar 19, 2025 | Shares outstanding: 2,760,993 as of Mar 19, 2025 |
- Pledging/hedging: No pledging disclosures identified for Sen in the proxy’s ownership and related-party sections .
Governance Assessment
- Board effectiveness: Sen strengthens financial oversight (audit committee) and cyber/technology risk governance (Science & Technology), with SEC-recognized audit expertise—a positive signal for investor confidence .
- Independence and attendance: Independent under NASDAQ rules; perfect attendance noted across Board and committee meetings—supports engagement quality .
- Compensation alignment: Director pay mix leans time-based RSUs alongside modest cash fees; no performance-linked metrics—typical for board compensation but implies alignment via equity without pay-for-performance levers .
- Shareholder feedback: 2024 Say-on-Pay passed with 1,576,442 For vs. 22,124 Against; board slate including Sen elected with strong support (e.g., 1,583,656 For for Sen) .
- RED FLAGS:
- Section 16 timeliness: Sen filed Form 3 and Form 4 late on July 12, 2024 (for RSU grant May 20, 2024); administrative lapse but limited materiality—monitor for recurrence .
- Controlled company status: Majority voting power held by Kunin family; mitigated by independent Audit Committee and majority-independent Board composition post-2025 slate .
Appendix: Insider Filings Summary (Section 16)
| Filing | Event | Filing Date | Notes |
|---|---|---|---|
| Form 3 | Became director (May 15, 2024) | Jul 12, 2024 | Filed late per proxy disclosure |
| Form 4 | RSU grant (May 20, 2024) | Jul 12, 2024 | Filed late per proxy disclosure |
Notes on Related-Party Transactions
- No transactions disclosed involving Debarati Sen personally. Related-party transactions disclosed involve Chair David Kunin (Abilitech, Marpe Technologies) and are overseen by the Audit Committee under a formal policy .