Ryan McManus
About Ryan P. McManus
Ryan P. McManus (age 52) has served as a director of Nortech Systems Incorporated since 2016. He is a recognized leader in AI, digital transformation, and corporate governance, and currently serves as founder and CEO of techtonic.io. He previously held senior roles at EVRYTHNG (2015–2018), Accenture Strategy (2010–2015), PwC (2002–2009), RPM Global Advisors (founded 2009), and began his career at Andersen in 1995. He is President of the NACD New York chapter, serves on the advisory board of Limbik AI, chairs the board of Empower, and was named to NACD’s “Top 100 most influential corporate directors” in 2023. The Board has determined McManus is not independent due to a prior business relationship with the Chair and consulting fees from the Company.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EVRYTHNG | Senior Vice President of Partnerships | 2015–2018 | IoT platform leadership; ecosystem growth |
| Accenture Strategy | Founded Digital Business Strategy practice; COO; leader in Corporate Strategy/M&A/International Expansion | 2010–2015 | Built digital strategy practice; operational leadership |
| PricewaterhouseCoopers | Director of Strategy & Operations | 2002–2009 | Strategy and operations advisory |
| RPM Global Advisors | Founder | 2009 (pre-Accenture) | Strategy, product development, international growth services |
| Andersen | Consultant (Chicago) | Began 1995 | Early consulting career foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| techtonic.io | Founder & CEO | Current | Advises startups, growth firms, corporates on AI, digital strategy, ventures, product, innovation |
| NACD New York Chapter | President & Board member | Current | Governance leadership; NACD Top 100 director (2023) |
| Limbik AI | Advisory Board member | Current | AI strategy advisory |
| Empower | Board Chair | Current | Board leadership |
| NACD, Columbia, Duke CE, Brown | Lecturer | Ongoing | Frequent lecturer on AI, digital, governance |
Board Governance
- 2025 board meetings: five; all directors attended all meetings; board took eight written consents. McManus participated fully.
- 2024 board meetings: eleven; all directors attended except CEO Miller missed three; McManus attended all committee meetings on which he served.
- Independence: Board determined McManus is not independent due to prior Concepht business relationship funded by Chair David Kunin (ended May 2023) and $8,000 Company consulting fees; NSYS is a Nasdaq “controlled company” (Kunin family >50% voting power).
- 2025 committee assignments:
- Science & Technology Committee: Chair (McManus), members Kunin, Fredregill, Sachs, Sen. Oversees technology strategy, IP, digital initiatives, and cybersecurity risk.
- Nominating & Corporate Governance Committee: Members Fredregill (Chair), Kruse, McManus.
- Compensation & Talent Committee: Peris (Chair), Kruse, Sachs; McManus not a 2025 member (was a member in 2024).
- Audit Committee: Kruse (Chair), Peris, Sachs, Sen (all independent).
- Committee meeting cadence (FY2024): Audit 4; Compensation & Talent 5; Nominating & Governance 4; Science & Technology 4; all committee members attended all meetings on which they served.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Cash fees ($) | $48,500 | $49,375 |
| Stock awards ($) | $28,110 | $21,910 |
| Option awards ($) | — | — |
| Total ($) | $76,610 | $71,285 |
| 2024 Director Fee Schedule (Cash) | Amount ($) |
|---|---|
| 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 & 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 & Governance member (non-chair) | $4,000 |
| Science & Technology member (non-chair) | $4,000 |
Performance Compensation
| Grant | Grant Date | Units | Vesting | Fair Value (year recognized) |
|---|---|---|---|---|
| RSU (non-employee directors) | May 12, 2023 | 3,000 | 50% on Mar 16, 2024; 50% on Mar 16, 2025 | $28,110 (2023 stock awards) |
| RSU (non-employee directors) | May 20, 2024 | 1,981 | 50% on May 20, 2025; 50% on May 20, 2026 | $21,910 (2024 stock awards) |
- Performance metrics: Director RSUs are time-based; no performance conditions disclosed for director equity.
- Options: As of Dec 31, 2024, McManus held options to purchase 3,000 shares under the Stock Incentive Plan (strike/expiry not disclosed in director table).
Other Directorships & Interlocks
| Company/Entity | Role | Notes |
|---|---|---|
| NACD New York Chapter | President & Director | Governance leadership; NACD Top 100 honoree (2023) |
| Limbik AI | Advisory Board member | AI advisory role |
| Empower | Board Chair | Nonprofit/impact leadership |
- Interlocks/conflicts: Prior Concepht incubator relationship with Chair David Kunin (payments through May 2023); $8,000 consulting fees paid by the Company to McManus for AI/strategy work; basis for non-independence determination.
Expertise & Qualifications
- Global expertise in AI, digital transformation, and corporate governance; frequent lecturer with NACD, Columbia, Duke CE, and Brown.
- Built Accenture’s Digital Business Strategy practice; senior operating role (COO) and strategy leadership; broad sector exposure (industrial, tech, financials, pharma/health, professional services, retail, government).
- Recognized NACD Top 100 corporate director (2023).
Equity Ownership
| As-of Date | Beneficially Owned Shares | % of Class | RSUs/Options exercisable/settling within 60 days |
|---|---|---|---|
| March 21, 2024 | 7,500 | <1% | 6,000 shares (options/RSUs within 60 days) |
| March 19, 2025 | 10,981 | <1% | 6,481 shares (options/RSUs within 60 days) |
- Group control: Curtis Squire, Inc. (Kunin family affiliates) beneficially own 53.2% (2025), classifying NSYS as a “controlled company.”
Insider Trades and Section 16 Compliance
| Filing Date | Form | Transaction | Note |
|---|---|---|---|
| July 12, 2024 | Form 4 | RSU grant dated May 20, 2024 | Filed late; noted in proxy Section 16(a) review |
Governance Assessment
- Strengths
- Chair/CEO roles are separated, enhancing oversight.
- McManus chairs Science & Technology Committee, aligning his AI/digital expertise to oversight of technology strategy and cybersecurity risk.
- Full attendance at board and committee meetings in 2024–2025 signals engagement.
- Concerns / RED FLAGS
- Non-independence determination due to prior business relationship with controlling shareholder (Chair) and $8,000 consulting fees from NSYS; this may affect perceived board objectivity on technology/strategy matters.
- Controlled company status under Nasdaq reduces requirements for majority-independent board and independent comp/nomination committees; potential for influence by controlling shareholder.
- Late Section 16 filing (Form 4) associated with RSU grant; minor compliance lapse.
- Alignment and incentives
- Director compensation comprises cash retainers plus time-vested RSUs (no performance metrics), which provides equity exposure but limited pay-for-performance linkage at the director level.
- McManus’s beneficial ownership increased from 7,500 (2024) to 10,981 (2025), with 6,481 shares issuable within 60 days, improving skin-in-the-game modestly.
Implications for investors: McManus brings relevant technology/AI oversight as SciTech chair, but his non-independence combined with controlled company status warrants monitoring of related-party dynamics and committee composition, especially around nomination and governance functions. Consistent attendance and equity exposure are positives; ensure continued transparency on any consulting or advisory arrangements with NSYS or affiliates.