Jose Peris
About Jose A. Peris
Independent director (since 2023) with 30 years at U.S. Bancorp in senior wealth/financial services roles; retired in 2018. Education: Ph.D. and M.A. in Economics (University of Minnesota) and Licenciado in Business & Economics (Universidad Autónoma de Madrid; Premio Extraordinario Fin de Carrera/top of class). Age listed as 68 in 2024 proxy; board tenure at NSYS began October 27, 2023. Non-profit board service includes Lakewood Cemetery, Heller-Hurwicz Economic Institute, and American Friends of the Prado Museum .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Bancorp | Regional Managing Director, Ascent Private Capital Management; SVP/Regional Manager Private Client Group; SVP/Division Manager Financial Services | 30 years; retired 2018 | Senior financial services leadership; private wealth management |
| Nortech Systems (NSYS) | Independent Director | Since Oct 27, 2023 | Audit Committee member; Compensation & Talent Committee member; Chair of Compensation & Talent in 2025 |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| The North Oaks Company | Director | Not specified | Primary developer of North Oaks, MN |
| Churchill Companies (family PE) | Trustee | Dec 2018 | Family-owned private equity firm |
| Lakewood Cemetery | Board member | Not specified | Non-profit board service |
| Heller-Hurwicz Economic Institute (Univ. of Minnesota) | Board member | Not specified | Non-profit board service |
| American Friends of the Prado Museum | Board member | Not specified | Non-profit board service |
Board Governance
- Independence: Board determined Peris is independent under NASDAQ rules in 2024 and 2025 .
- Attendance: All directors attended all Board and committee meetings; 5 Board meetings held in last fiscal year (2024 proxy), and all directors attended the annual meeting . For the most recent fiscal year, five Board meetings and eight written consents; all directors attended; annual meeting attendance confirmed .
- Committee memberships:
- 2025: Compensation & Talent Committee Chair; Audit Committee member. Other committees: not listed for Peris (Nominating & Corporate Governance; Science & Technology) .
- 2024: Compensation & Talent Committee member (Chair was Sachs); Audit Committee member .
| Governance Metric | FY2024 | FY2025 |
|---|---|---|
| Audit Committee meetings | 5; all members attended | 4; all members attended |
| Compensation & Talent Committee meetings | 6; 4 written consents; all members attended | 5; 2 written consents; all members attended |
| Nominating & Corporate Governance Committee meetings | 7; all members attended | 4; all members attended |
| Science & Technology Committee meetings | 4; all members attended | 4; all members attended |
| Director independence (Peris) | Independent | Independent |
Controlled company context: NSYS is a Nasdaq “controlled company” (Kunin family >50% voting power). Despite exemptions, NSYS maintained a majority of independent directors (5 of 8 in 2024; 5 of 8 currently; expected 4 of 7 post-2025 meeting). Audit Committee comprised exclusively of independent directors .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Options ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 51,000 | 21,910 | - | 72,910 |
| 2023 | 9,000 | 18,203 | - | 27,203 |
- 2024 director/committee fee schedule: $36,000 non-employee director; $27,000 Board Chair; $14,000 Audit Chair; $10,000 Compensation & Talent Chair; $8,000 Nominating Chair; $8,000 Science & Tech Chair; $7,000 Audit member (non-chair); $5,000 Compensation & Talent member (non-chair); $4,000 Nominating/Science member (non-chair) .
- Option holdings as of Dec 31, 2024: Peris held no options; options were held by Kunin, Kruse, McManus, Sachs (3,000 shares each) .
Performance Compensation
| Grant Date | Award Type | Shares Granted | Vesting Schedule | Notes |
|---|---|---|---|---|
| May 20, 2024 | RSUs | 1,981 | Vest equally on 1st and 2nd anniversary of grant date; one share per vested RSU issued within 60 days of vesting | Applies to non-employee directors except Ms. Sen (who received 3,255 RSUs) |
| May 12, 2023 | RSUs | 2,250 | 750 vested on May 1; 1,500 vest on May 1, 2025; one share per vested RSU issued within 60 days of vesting | Granted to Peris and Fredregill upon joining Board |
- Committee incentive oversight: As Compensation & Talent Chair (2025), Peris oversees executive compensation plans, goals, succession, and workforce/talent metrics; no interlocks reported for the committee .
No director performance-linked metrics (TSR/EBITDA/ESG) are disclosed for director equity awards; director RSUs are time-based vesting only .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed for Peris |
| Private/Non-profit boards | The North Oaks Company (director); Churchill Companies (Trustee); Lakewood Cemetery; Heller-Hurwicz Economic Institute; American Friends of the Prado Museum |
| Compensation committee interlocks | None |
Expertise & Qualifications
- Deep financial services/wealth management experience from U.S. Bancorp (30 years) .
- Advanced economics training (Ph.D./M.A.) and top-of-class undergraduate credential (Premio Extraordinario Fin de Carrera) .
- Governance experience on private and non-profit boards .
Equity Ownership
| Holder | Beneficial Shares | Percent of Class | Shares Issuable Within 60 Days (RSUs/options) |
|---|---|---|---|
| Jose A. Peris | 4,231 | Less than 1% | 3,481 |
Notes:
- “Shares issuable within 60 days” includes shares from vested RSUs and options exercisable within 60 days of March 19, 2025; Peris’s figure equals 3,481 shares .
- As of Dec 31, 2024, Peris held no options; his issuable shares reflect RSU vesting schedules above .
Governance Assessment
- Independence and engagement: Strong—Peris is independent and has perfect attendance at Board and committee meetings; active governance roles include Audit member and Compensation & Talent Chair (2025) .
- Alignment: Director pay mixes cash and time-vested RSUs; Peris’s 2024 mix (cash $51k; equity $21.9k) is moderate and aligned with peer practice for small-cap controlled companies; beneficial ownership is modest (<1%) but RSU grants provide ongoing exposure .
- Say-on-pay signal: Shareholders supported executive compensation strongly in 2024 (1,576,442 for; 22,124 against; 8,432 abstain), indicating investor confidence in compensation oversight (committee includes Peris) .
- Controlled company risks: The Kunin family controls >50% voting power; Board has maintained majority independence and an all-independent Audit Committee. Compensation & Nominating committees include non-independent members due to controlled-company exemptions, which is a structural governance consideration, though Peris himself is independent .
- Compliance note: Section 16 filing timeliness—Peris filed Form 3 after appointment (Nov 7, 2023) and a late Form 4 (July 12, 2024) for RSU grants; these appear administrative rather than substantive red flags .
RED FLAGS (monitor)
- Controlled company status can reduce independent oversight on certain committees; continued majority independence and robust Audit Committee practices help mitigate .
- Late Section 16 filings (administrative) observed across multiple directors, including Peris; should be monitored but not typically material .
Insider Filings and Voting Outcomes
| Date | Filing/Outcome | Subject | Key Details |
|---|---|---|---|
| Nov 7, 2023 | Form 3 (Peris) | Director appointment | Initial ownership filing after Oct 27, 2023 appointment |
| Jul 12, 2024 | Form 4 (Peris) | RSU grant (May 20, 2024) | Late filing noted across directors for RSU grants |
| May 15, 2024 | Item 5.07 8‑K | Director elections & Say-on-Pay | Peris elected (1,585,267 votes for; 21,731 withheld; 533,798 broker non-votes). Say-on-Pay: 1,576,442 for; 22,124 against; 8,432 abstain |
Committee Composition (current and prior)
| Committee | FY2024 Members | FY2025 Members | Chair (FY2025) |
|---|---|---|---|
| Audit | Kruse (Chair), Rosenstone, Peris, Sachs | Kruse (Chair), Sen, Sachs, Peris | Kruse |
| Compensation & Talent | Sachs (Chair), Kruse, Peris, McManus | Peris (Chair), Kruse, Sachs | Peris |
| Nominating & Corporate Governance | Rosenstone (Chair), McManus, Kruse, Fredregill | Fredregill (Chair), Kruse, McManus | Fredregill |
| Science & Technology | McManus (Chair), Kunin, Fredregill, Sachs | McManus (Chair), Kunin, Fredregill, Sachs, Sen | McManus |
Director Compensation Structure Details
| Component | Policy/Practice |
|---|---|
| Annual cash retainer | $36,000 for non-employee directors (2024) |
| Committee/Chair fees | Audit Chair $14,000; Comp & Talent Chair $10,000; Nominating Chair $8,000; Science Chair $8,000; Audit members $7,000; Comp members $5,000; Nominating/Science members $4,000 (2024) |
| Equity | RSUs granted annually; time-based vesting; typical grant in 2024 was 1,981 RSUs (Peris) |
| Options | None for Peris; limited legacy options for other directors |
| Meeting fees | Not disclosed; compensation uses retainers and committee fees |
No director stock ownership guidelines disclosed; no hedging/pledging policy disclosures specific to directors found in the excerpts provided. Items not disclosed are omitted.
Governance Implications for Investors
- Peris’s role as Compensation & Talent Chair in 2025 increases his direct influence over executive pay, succession planning, and talent strategy—combined with strong Say-on-Pay support, this suggests investor confidence in the current framework .
- Independence and consistent attendance reduce governance risk; Audit Committee membership provides financial oversight touchpoint, complemented by economics/finance background .
- Controlled company dynamics warrant continued monitoring of committee independence and related-party transactions (not involving Peris to date); Audit Committee reviews and approvals of related-party transactions are disclosed .