Stacy Kruse
About Stacy A. Kruse
Stacy A. Kruse, age 65, has served as an independent director of Nortech Systems Incorporated since 2021. She is an Audit Committee financial expert and currently serves as Chief Operating & Chief Financial Officer at Portico Benefit Services; prior disclosures noted an interim President & CEO role at Portico in 2024, alongside long-tenured CFO (since 2008) and COO (since 2011) responsibilities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Portico Benefit Services | Chief Operating & Chief Financial Officer; previously Interim President & CEO | CFO since 2008; COO since 2011; Interim President & CEO in 2024 | Financial and operating leadership at a benefits administrator; positions underscore audit/finance expertise relevant to NSYS Audit Committee |
| Wilsons The Leather Experts (public company) | Chief Financial Officer and prior financial leadership roles | Not disclosed | CFO experience at a public retailer; strengthens financial oversight capacity |
| U.S. Bank | Financial leadership positions | Not disclosed | Banking and finance background enhances risk and controls perspective |
| Carlson Marketing Group | Financial leadership positions | Not disclosed | Adds operational finance and controls experience |
External Roles
| Organization | Role | Status |
|---|---|---|
| Portico Benefit Services | Chief Operating & Chief Financial Officer | Current |
| Portico Benefit Services | Interim President & CEO | 2024 disclosure (prior role) |
| Public company directorships | — | None disclosed beyond NSYS |
Board Governance
- Committees (2025): Audit Committee Chair; Compensation & Talent Committee member; Nominating & Corporate Governance Committee member. Not a member of the Science & Technology Committee .
- Independence: The Board determined Ms. Kruse is independent under Nasdaq rules; NSYS is a “controlled company” (Kunin family >50% voting power), but the Board currently has a majority of independent directors; Audit Committee is exclusively independent .
- Financial Expertise: The Board designated Ms. Kruse (and Ms. Sen) as “audit committee financial experts” under SEC rules .
- Attendance: Last fiscal year, the Board met five times; all directors attended all Board and committee meetings; directors attended the annual meeting . In the prior year, the Board met eleven times; all directors attended all meetings except the CEO missed three .
Fixed Compensation
| Year | Cash Fees ($) | Equity RSUs ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 59,000 | 21,910 | — | 80,910 |
| 2023 | 57,500 | 28,110 | — | 85,610 |
- Director fee schedule (2024): $36,000 retainer; $14,000 Audit Chair; $5,000 Compensation & Talent member; $4,000 Nominating & Corporate Governance member (matches Ms. Kruse’s $59,000 cash total) .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Vesting | Notes |
|---|---|---|---|---|
| RSUs | May 20, 2024 | 1,981 | 50% on first anniversary; 50% on second anniversary; share issuance within 60 days of vest | Standard annual director grant; time-based vesting only |
| RSUs | May 12, 2023 | 3,000 | 1,500 vest on Mar 16, 2024; 1,500 vest on Mar 16, 2025; share issuance within 60 days of vest | Time-based vesting only |
| Stock Options (Director) | — | 3,000 | Not disclosed | Directors held options under the Stock Incentive Plan; no 2024 option grant disclosed |
- No director performance metrics apply to RSUs; they are time-based (no revenue/EBITDA/TSR conditions for director equity) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| NSYS | Audit Chair; Compensation & Talent member; Nominating & Corporate Governance member | Chair/member roles per above | Compensation & Talent Committee reported no interlocks |
- Controlled-company dynamic: Kunin family control affects committee independence requirements; nonetheless Audit Committee is fully independent and chaired by Ms. Kruse .
Expertise & Qualifications
- Recognized Audit Committee Financial Expert; extensive CFO/COO experience, including public company CFO background (Wilsons) and financial leadership in banking and marketing, aligning to financial reporting, internal controls, and risk oversight .
Equity Ownership
| As-of Date | Beneficially Owned Shares | % of Shares Outstanding | Shares Issuable within 60 Days (RSUs/Options) | Notes |
|---|---|---|---|---|
| Mar 19, 2025 | 10,381 | <1% | 5,881 | Footnote includes RSUs vested and options exercisable within 60 days; options held: 3,000 as of 12/31/2024 |
| Mar 21, 2024 | 6,300 | <1% | 4,800 | Group ownership and controlled owner details disclosed in proxy |
- Shares pledged/hedged: No pledging or hedging by Ms. Kruse disclosed; no personal related-party transactions disclosed .
- Ownership guidelines: Director stock ownership guidelines not disclosed in the proxy materials searched .
Insider Trades and Filings
| Item | Date | Detail |
|---|---|---|
| Late Section 16 Filing | Jul 12, 2024 | Ms. Kruse filed a Form 4 late for RSU grant dated May 20, 2024 (company noted multiple directors with late filings) |
Governance Assessment
- Strengths: Independent director; Audit Committee Chair with designated financial expert status; full attendance; clear committee workload; equity compensation aligns director interests (annual RSUs); Board maintains separation of Chair and CEO; Audit Committee independence maintained despite controlled-company status .
- Pay mix: 2024 director pay skewed to cash plus time-based RSUs; YoY shift shows slightly higher cash ($59k from $57.5k) and lower RSU grant value ($21.9k from $28.1k), reducing equity portion modestly; no director options granted in 2024 .
- Controlled-company risk: The Kunin family’s >50% voting power can influence governance (e.g., committee independence flexibility); however, the Board currently has a majority of independent directors and Audit Committee is fully independent .
- Conflicts: No related-party transactions involving Ms. Kruse; related-party transactions disclosed involve the Chairman (Abilitech, Marpe) and were approved under policy—a monitoring point for Audit Committee oversight .
- Red Flags:
- Late Form 4 filing by Ms. Kruse for the May 20, 2024 RSU grant (administrative compliance lapse; modest severity) .
- Controlled-company status—requires continued vigilance to ensure compensation and nomination processes remain appropriately independent and responsive to shareholders .
- Shareholder signals: Strong say-on-pay support in 2024 (1,576,442 for vs. 22,124 against; 8,432 abstain), indicating broad investor approval of compensation programs overseen by relevant committees including members like Ms. Kruse .
Overall, Ms. Kruse’s finance-heavy background and audit chair role support board effectiveness in financial oversight. The controlled-company context and minor filing timeliness issue are noted governance watch items, but current committee independence and attendance mitigate investor confidence concerns .