Jay Miller
About Jay Miller
Jay D. Miller, 65, is President, Chief Executive Officer, and a Director of Nortech Systems (NSYS). He joined the Board in May 2018, became Interim President in January 2019, and was appointed President & CEO on February 27, 2019 . Education: BA in Chemistry (Dartmouth), MS in Biomedical Engineering (University of Virginia), MBA (Kellogg, Northwestern); NACD Certified corporate director . Performance context: Over 2022–2024, a $100 investment in NSYS ended at $170.85 (2022), $131.38 (2023), and $143.51 (2024); net income was $2.0M (2022), $6.9M (2023, aided by a $2.6M tax valuation allowance reversal), and $(1.3)M (2024) with sales declines and $571k restructuring charges for a site consolidation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| IMRIS, Inc. | President, CEO, Director; previously COO | COO in 2012; CEO Aug 2013–Feb 2016 | Led restructuring through Chapter 11 (filed May 2015) and remained CEO after emergence |
| Zonare, Inc. | CEO | — | Medical imaging leadership experience |
| Vital Images, Inc. | CEO | — | Medical visualization leadership experience |
| Siemens Medical Systems (now Siemens Healthineers) | Early career | — | Large-cap medtech operating experience |
| GE Medical Systems (now GE Healthcare) | Early career | — | Large-cap medtech operating experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| icometrix (Leuven, Belgium) | Director | Current | Not an affiliate of Nortech Systems |
| National Association of Corporate Directors (NACD) | Director | Current | NACD is not an affiliate of Nortech Systems |
Board Governance & Committee Roles
- Board service: Director since May 2018; CEO since Feb 27, 2019 .
- Independence: Not independent (CEO) .
- Leadership structure: Chair and CEO roles are separated (Chair: David B. Kunin); Board determined separation enhances oversight .
- Controlled company: Kunin family-controlled (>50% voting power), so certain Nasdaq independence requirements are not mandatory; Audit Committee remains fully independent .
- Committees and attendance: Board held 5 meetings in the last fiscal year; all directors attended all Board and committee meetings they served on. Committee memberships (none list Mr. Miller):
- Audit: Kruse (Chair), Peris, Sachs, Sen
- Compensation & Talent: Peris (Chair), Kruse, Sachs
- Nominating & Corporate Governance: Fredregill (Chair), Kruse, McManus
- Science & Technology: McManus (Chair), Kunin, Fredregill, Sachs, Sen
All directors attended all meetings; Audit met 4x, Comp & Talent 5x (+2 written consents), Nominating 4x, S&T 4x .
- Dual-role implications: While Miller is both CEO and Director (not independent), separation of Chair/CEO and a majority of independent directors mitigates concentration-of-power concerns; nonetheless, controlled-company status can temper shareholder influence on compensation/governance .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | $520,000 | $520,000 |
| Target bonus (% of base) | 60% | 60% |
| Actual bonus paid ($) | $299,520 | $0 |
| Notes | Salary level effective from Feb 27, 2023 per employment agreement | Salary floor per agreement; Board may increase but not decrease without consent |
Performance Compensation
Annual Cash Incentive (AIP)
| Detail | 2023 | 2024 |
|---|---|---|
| Metrics/Design | Board-determined financial and individual goals; target 60% of base | Board-determined financial and individual goals; target 60% of base |
| Payout ($) | $299,520 | $0 |
| Commentary | Payout consistent with plan; specific metric attainment not disclosed | No payout amid FY24 net loss and restructuring |
Equity Awards (Options)
| Grant (Type) | Shares Exercisable | Shares Unexercisable | Exercise Price | Expiration | Vesting Terms |
|---|---|---|---|---|---|
| Legacy option | 3,000 | — | $3.29 | 05/09/2028 | — |
| Legacy option | 7,500 | — | $3.55 | 01/01/2029 | — |
| Legacy option | 125,000 | — | $4.64 | 02/27/2029 | — |
| 2022 NQO – Time-based | — | 21,000 | $10.15 | 02/28/2032 | 5,000 on 2/28/2025, 2/28/2026, 2/28/2027; 3,000 on 2/28/2028, 2/28/2029 |
| 2022 NQO – Performance-based | — | 21,000 | $10.15 | 02/28/2032 | Same schedule if performance metrics met (as per award agreement) |
| Employment agreement summary | — | — | — | — | 42,000-share NQO; 50% vests time-based per above; 50% vests on performance; 10-year term; strike at grant FMV; expires 02/27/2032 |
Vesting cadence implies incremental potential supply from 2025–2029 as tranches vest; performance-vesting specifics are in the award agreement and not detailed in the proxy .
Pay vs. Performance (Company-Level)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 investment (TSR) | $170.85 | $131.38 | $143.51 |
| Net (Loss) Income ($) | $2,010,000 | $6,874,000 | $(1,295,000) |
| Notable drivers | — | $2.6M tax valuation allowance reversal boosted NI | Sales −$11.2M YoY; $571k restructuring costs |
Equity Ownership & Alignment
| Item (as of Mar 19, 2025) | Amount |
|---|---|
| Beneficial ownership (shares) | 168,100 |
| Ownership (% of outstanding) | 5.8% |
| Includes options/RSUs exercisable/settling within 60 days | 140,500 shares |
| Unexercisable options outstanding (from awards table) | 42,000 shares |
| Shares pledged as collateral | Not disclosed (none indicated) |
| Ownership guidelines | Not disclosed |
Employment Terms
| Key term | Detail |
|---|---|
| Agreement dates | Employment Agreement effective Feb 27, 2022; amended Mar 27, 2025 |
| Term and renewal | Originally to Feb 27, 2024; auto-extended 2 years, then successive 1-year periods unless 120-day notice; current contract end Dec 31, 2028 |
| Base salary | $520,000 from Feb 27, 2023; may be increased, not decreased without consent |
| Bonus target | 60% of base; annual criteria set by Board |
| Equity | 42,000-share NQO; 50% time-based, 50% performance-based; 10-year term; strike at grant FMV |
| Severance (no cause / good reason) | Base salary for longer of remaining term or 18 months; prorated earned bonus; up to 18 months COBRA; option vesting; other specified benefits, subject to release |
| Non-renewal by Company | 18 months base salary; prorated earned bonus; up to 18 months COBRA; if agreement runs to 12/31/2028, no base after end date; prorated bonus only |
| Change-in-Control (termination within 12 months) | Double-trigger: base salary for longer of remainder of term or 18 months; maximum payable bonus prorated for year of termination; up to 18 months COBRA; option vesting; other benefits, subject to release |
| Restrictive covenants | Customary restrictive covenant provisions |
Investment Implications
- Pay-for-performance and structure: 2024 CEO pay was all base salary ($520k) with no bonus amid a loss year, consistent with risk-sharing; AIP (60% target) is Board-set and variable, but specific metric disclosure is limited. Equity is primarily options with staged time/performance vesting, aligning upside to shareholder returns and providing retention through 2029 .
- Vesting and potential selling pressure: Option tranches vest annually from 2025–2029 (5k/5k/5k/3k/3k time-based; same schedule for performance-based if achieved), creating recurring liquidity windows that could contribute to episodic insider supply; exercisable legacy options (135.5k) also represent a sizable in-the-money overhang depending on market price .
- Retention and change-in-control economics: Severance provides at least 18 months of salary (or remainder of term if longer), COBRA, and equity vesting; CoC terms are double-trigger with prorated maximum bonus—supporting retention but increasing event-driven costs; current term runs through Dec 31, 2028 with auto-renewals, reducing near-term transition risk .
- Alignment and ownership: 5.8% beneficial ownership (168,100 shares including 140,500 near-term exercisable/settling) signals material exposure to equity value; no pledging disclosed. However, controlled-company governance can dilute external influence on compensation practices despite majority-independent board and separated Chair/CEO roles .
- Governance quality: Miller is a non-independent director/CEO; he is not on key committees, which are chaired by independent directors; full attendance and established committee charters (including science/cyber oversight) support governance rigor .
- Track record and risk: Prior leadership through IMRIS’s Chapter 11 suggests restructuring experience but also flags prior bankruptcy association; 2024 operational restructuring (Blue Earth closure) and sales decline led to losses, underscoring execution cyclicality in the business .