NAPCO Sets Dec. 8 Shareholder Meeting, Board Seeks Re-election of Key Directors

TL;DR

**NSSC's upcoming shareholder meeting is a rubber stamp for the entrenched leadership, signaling business as usual, which could be good for stability but bad for innovation.**

AI Summary

NAPCO Security Technologies, Inc. (NSSC) is holding its Annual Meeting of Stockholders on December 8, 2025, at its Amityville, New York offices. Key proposals include the election of three directors—Richard L. Soloway, Kevin S. Buchel, and David Paterson—to serve until the Annual Meeting following Fiscal Year 2028. The Board also seeks ratification of Deloitte & Touche LLP as the independent registered public accountants for fiscal 2026. As of the October 17, 2025 record date, there were 35,664,324 shares of Common Stock outstanding, each entitled to one vote. The Board of Directors, comprising seven members, held 6 meetings in fiscal 2025, with all directors attending at least 75% of meetings. The company's leadership structure features Richard L. Soloway as both Chairman and CEO since 1998, with no independent lead director. The Board's diversity matrix as of October 17, 2025, shows 1 female and 6 male directors, with one African American or Black director and one White female director.

Why It Matters

This DEF 14A filing outlines critical governance decisions for NAPCO Security Technologies, Inc., directly impacting investor confidence and strategic direction. The re-election of long-standing executives like Richard L. Soloway (CEO since 1998) and Kevin S. Buchel (President/COO since May 2024) signals continuity, which can be a double-edged sword for investors seeking fresh perspectives or stability. The ratification of Deloitte & Touche LLP as auditors is a standard but important check on financial integrity. For employees and customers, stable leadership often translates to consistent business operations and product development in the competitive security technology market.

Risk Assessment

Risk Level: medium — The risk level is medium due to the lack of an independent lead director and the combined CEO/Chairman role held by Richard L. Soloway since 1998, which can concentrate power and potentially limit independent oversight. Additionally, the board diversity matrix shows a significant gender imbalance (6 male, 1 female) and limited ethnic diversity, which could lead to less diverse perspectives in risk management and strategic decision-making.

Analyst Insight

Investors should scrutinize the performance of the long-tenured leadership, particularly Richard L. Soloway and Kevin S. Buchel, and consider whether their extensive experience outweighs potential concerns about board independence and diversity. Engage with investor relations to understand the rationale behind the combined CEO/Chairman role and the company's plans for enhancing board diversity and independent oversight.

Financial Highlights

debt To Equity

N/A

revenue

$N/A

operating Margin

N/A

total Assets

$N/A

total Debt

$N/A

net Income

$N/A

eps

$N/A

gross Margin

N/A

cash Position

$N/A

revenue Growth

N/A

Executive Compensation

Key Numbers

• 35,664,324 — Shares of Common Stock outstanding (As of the October 17, 2025 Record Date, each share entitles the holder to one vote.)
• 7 — Total Number of Directors (The Board consists of seven directors as of October 17, 2025.)
• 1 — Female Directors (As of October 17, 2025, there is one female director on the Board.)
• 6 — Male Directors (As of October 17, 2025, there are six male directors on the Board.)
• 4 — Independent Directors (Four directors (Rick Lazio, David Paterson, Robert A. Ungar, Andrew J. Wilder) are independent as defined by NASDAQ Listing Standards.)
• 6 — Board Meetings in Fiscal 2025 (The Board held six meetings during fiscal year 2025.)
• 75% — Director Meeting Attendance (Each director attended at least 75% of all Board and committee meetings in fiscal 2025.)
• 1998 — Year Richard L. Soloway became CEO (Mr. Soloway has served as Chairman and CEO since 1998.)
• 2028 — End of term for elected directors (Nominees Richard L. Soloway, Kevin S. Buchel, and David Paterson will serve until the Annual Meeting following Fiscal Year 2028.)
• 1972 — Year Richard L. Soloway became a Director (Mr. Soloway has been a director since 1972, demonstrating significant tenure.)

Key Players & Entities

• NAPCO SECURITY TECHNOLOGIES, INC. (company) — Registrant
• Richard L. Soloway (person) — Chairman of the Board, CEO, and Secretary; Nominee for Director
• Kevin S. Buchel (person) — President, Chief Operating Officer, and Treasurer; Nominee for Director
• David Paterson (person) — Former Governor of New York; Nominee for Director
• Deloitte & Touche LLP (company) — Independent registered public accountants for fiscal 2026
• Andrew J. Wilder (person) — Audit Committee Chairman, Certified Public Accountant
• Robert A. Ungar (person) — Nominating Committee Chairman, President of Robert A. Ungar Associates, Inc.
• Rick Lazio (person) — Compensation Committee Chairman, Senior Vice President of alliantgroup, LP
• Donna A. Soloway (person) — Director, Columnist for security industry publications, wife of Richard L. Soloway
• U.S. Securities and Exchange Commission (regulator) — Regulatory body for proxy statements

FAQ

Risk Factors

• Lack of Independent Lead Director [medium — governance]: The Board of Directors does not have an independent lead director. Richard L. Soloway serves as both Chairman and CEO, which can lead to a concentration of power and potentially limit independent oversight. This structure may not align with best practices for corporate governance.
• Director Tenure and Independence [medium — governance]: Richard L. Soloway has been a director since 1972 and CEO since 1998, indicating significant tenure. While four directors are identified as independent per NASDAQ standards, the long tenure of key leadership and the familial relationship of Donna Soloway to the CEO warrant consideration regarding board dynamics.
• Reliance on Key Personnel [medium — operational]: The company's operations and strategic direction appear heavily influenced by Richard L. Soloway, who has held CEO and Chairman roles since 1998. Any disruption or departure of key leadership could pose a significant operational risk.

Industry Context

NAPCO Security Technologies operates in the security and life safety industry, providing a range of alarm and access control solutions. The industry is characterized by continuous technological advancements, increasing demand for integrated systems, and a competitive landscape with both large established players and smaller specialized firms. Trends include the rise of smart home technology, cloud-based security management, and heightened cybersecurity concerns.

Regulatory Implications

As a publicly traded company, NAPCO is subject to SEC regulations and stock exchange listing standards, requiring transparent disclosures and adherence to corporate governance best practices. The company must also comply with industry-specific regulations related to security products and data privacy, which can evolve and impact product development and market access.

What Investors Should Do

1. Review director nominees and vote.
2. Vote on auditor ratification.
3. Consider board independence and leadership structure.
4. Ensure your proxy is submitted.

Key Dates

• 2025-12-08: Annual Meeting of Stockholders — Key decisions regarding director elections and auditor ratification are made.
• 2025-10-17: Record Date for Annual Meeting — Determines which stockholders are eligible to vote at the meeting.
• 2025-10-24: Distribution of Notice of Internet Availability of Proxy Materials — Initiates the proxy voting process for stockholders.
• 2028: End of term for elected directors — Indicates the duration of the nominated directors' service, providing a medium-term outlook for board continuity.
• 1972: Richard L. Soloway became a Director — Highlights the extensive and long-standing leadership experience of the Chairman and CEO.
• 1998: Richard L. Soloway became CEO — Marks the beginning of his tenure as chief executive, indicating a long period of leadership.

Glossary

DEF 14A

A filing with the SEC that provides detailed information about a company's annual meeting, including director nominations, executive compensation, and other shareholder proposals. (This document is the primary source of information for stockholders regarding the upcoming annual meeting and key corporate governance matters.)

Proxy Statement

A document that a company's management sends to shareholders before a shareholder meeting to solicit votes on important issues. (This document outlines the proposals to be voted on, including director elections and auditor ratification, and provides background information for shareholders to make informed decisions.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (Establishes the pool of eligible voters for the December 8, 2025 Annual Meeting.)

Quorum

The minimum number of shareholders or shares required to be present at a meeting for business to be legally transacted. (A majority of outstanding shares must be represented (in person or by proxy) for the Annual Meeting to conduct business.)

Broker Non-Vote

Occurs when a broker holding shares in 'street name' for a client does not vote those shares on a particular proposal because the client has not provided instructions and the proposal is not 'routine'. (Relevant for the election of directors (Proposal 1), as brokers cannot vote uninstructed shares on this non-routine matter.)

Ratification

The act of approving or confirming a previous action or decision. (Shareholders are asked to ratify the selection of Deloitte & Touche LLP as the independent auditors for fiscal year 2026.)

Year-Over-Year Comparison

This filing is a proxy statement for the December 8, 2025 Annual Meeting. Specific comparative financial metrics from a prior year's filing (e.g., 2024 DEF 14A) are not directly available within this document. However, the context provided indicates that the Board composition and director terms are being addressed, with nominees proposed for a term ending after Fiscal Year 2028. The record date for outstanding shares is October 17, 2025, with 35,664,324 shares outstanding, a figure that would be compared against the previous year's outstanding share count to assess dilution or buybacks.

Key Financial Figures

• $120,000 — 3. transactions involving less than $120,000 when aggregated with all similar transa
• $52,000 — sation ($) Total ($) Rick Lazio $52,000 $— — $52,000 David Paterson $52,0
• $47,000 — 000 $— — $52,000 Donna A. Soloway $47,000 $— — $47,000 Robert A. Ungar $52,
• $77,000 — 000 $— — $52,000 Andrew J. Wilder $77,000 $— — $77,000 Paul Stephen Beeber
• $10,000 — $— — $77,000 Paul Stephen Beeber $10,000 $— — $10,000 (1) Each director who
• $13,000 — airman of the Audit Committee, receives $13,000 for each meeting. Ms. Soloway is not a
• $11,000 — a member of any committee and receives $11,000 for each meeting. All other directors,
• $12,000 — bers of the various committees, receive $12,000 for each meeting. Mr. Beeber retired as

Filing Documents

• ny20055703x1_def14a.htm (DEF 14A) — 575KB
• ny20055703x1_pc01.jpg (GRAPHIC) — 562KB
• ny20055703x1_pc02.jpg (GRAPHIC) — 423KB
• ny20055703x1_pvp01.jpg (GRAPHIC) — 156KB
• ny20055703x1_pvp02.jpg (GRAPHIC) — 150KB
• ny20055703x1_pvp04.jpg (GRAPHIC) — 158KB
• ny20055703x1_pvp03x1.jpg (GRAPHIC) — 193KB
• 0001140361-25-039260.txt ( ) — 5486KB
• nssc-20251208.xsd (EX-101.SCH) — 3KB
• nssc-20251208_def.xml (EX-101.DEF) — 2KB
• nssc-20251208_lab.xml (EX-101.LAB) — 3KB
• ny20055703x1_def14a_htm.xml (XML) — 239KB

: Demographic Background

Part II: Demographic Background African American or Black — 1 — — — 1 — — Alaskan Native or Native American — — — — — — — — Asian — — — — — — — — Hispanic or Latinx — — — — — — — — Native Hawaiian or Pacific Islander — — — — — — — — White 1 5 — — 1 5 — — Two or More Races or Ethnicities — — — — — — — — LGBTQ+ — — 4 CORPORATE GOVERNANCE AND BOARD MATTERS Independence of Directors The Board currently consists of seven directors, four of whom the Board has affirmatively determined have no relationship with the Company or its subsidiaries which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and are independent as defined by the applicable NASDAQ Listing Standards. The four independent directors are Rick Lazio, David Paterson, Robert A. Ungar and Andrew J. Wilder. Board Leadership Structure The Board does not have a policy as to whether the roles of Chief Executive Officer and Chairman of the Board should be separate. The Board believes that it should be free to make a choice on the leadership structure of the Board from time to time in any manner that is in the best interests of the Company and its stockholders. Currently, and since 1998, Mr. Soloway has served as the Chairman of the Board and CEO. The Board of Directors has not elected a Lead Independent Director. Board Oversight of Risk The Company faces a variety of risks including strategic and operational risks, financial and liquidity risks, compliance risks, cyber-security risks and financial reporting risks. The Board exercises its oversight of the Company's enterprise risks through regular reports to the Board from the Chief Executive Officer, and other members of management on areas of material risk, actions and strategies to mitigate those risks and the effectiveness of those actions and strategies. In addition, the Board oversees risk through oversight by the A

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