Nortech Systems (NSYS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 14, 2025, to be held virtually, with shareholders able to vote online or by proxy.

• Key items for vote: election of seven directors, advisory say-on-pay, ratification of auditor, and frequency of future say-on-pay votes.

• Shareholders of record as of March 19, 2025, are eligible to vote; 2,760,993 shares outstanding.

Voting matters and shareholder proposals

• Election of seven directors for one-year terms.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Baker Tilly US, LLP as independent auditor for 2025.

• Advisory vote on frequency of say-on-pay (Board recommends annual vote).

• Shareholder proposals for 2026 meeting must be received 120 days before mailing date.

Board of directors and corporate governance

• Board currently has seven members, with four deemed independent.

• Committees: Audit, Compensation and Talent, Nominating and Corporate Governance, Science and Technology.

• Board leadership structure separates Chairperson and CEO roles.

• Controlled company status exempts from some Nasdaq independence requirements.

• Director qualifications include at least 10 years of relevant experience and financial literacy.