Andrew Vuono
About Andrew Vuono
Andrew J. Vuono (58) is Chief Financial Officer since May 2025, after joining NSSC as Senior Vice President of Finance and Chief Accounting Officer in June 2024; previously he was a partner at Baker Tilly US, LLP starting in September 1989 . Company performance during his tenure includes FY2025 net revenues of $181.6 million and net income of $43.4 million, with Adjusted EBITDA of $52.1 million; Q1 FY2026 results showed net revenue of $49.2 million, diluted EPS of $0.34, and Adjusted EBITDA of $14.9 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Baker Tilly US, LLP | Partner | 1989–2024 | — |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships disclosed . |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 20,192 | 350,000 (salary increased to $400,000 upon promotion to CFO in May 2025) |
| Bonus ($) | 35,000 | 152,641 |
| Option Awards (Grant-Date FV, $) | 508,600 (June 2024 hire grant) | — |
| All Other Compensation ($) | 303 | 5,442 |
| Total ($) | 564,095 | 508,083 |
Notes:
- Options granted in 2024 were at the closing stock price on grant date; policy states 20% vests at grant and 20% on each of four anniversaries .
Performance Compensation
Annual Cash Incentive
| Element | Metric | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Annual Bonus | CEO discretion; may consider targets or contributions to profitability | Not disclosed | $152,641 (FY 2025) | Cash | Committee approves; no consultant engaged |
Equity Incentives (Stock Options)
| Grant | Strike ($) | Expiration | Total Options | Exercisable | Unexercisable | Vesting Schedule |
|---|---|---|---|---|---|---|
| June 2024 hire grant | 49.39 | 6/2/2034 | 20,000 | 8,000 (as of 6/30/2025) | 12,000 (as of 6/30/2025) | 20% at grant; 20% on each of four anniversaries; specifically 4,000 vest on June 3 in 2026, 2027, 2028 |
Change-in-control treatment:
- Accelerated vesting of 12,000 options upon change-in-control; as of June 30, 2025 those options were out-of-the-money (value $0 at $29.69 close vs $49.39 strike) .
Clawback:
- Incentive Compensation Clawback Policy compliant with SEC Rule 10D and NASDAQ; applies to current/former Section 16 officers for the prior three completed fiscal years after any restatement .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Total Beneficial Ownership | 8,000 shares (includes shares he has a right to acquire within 60 days via options); <1% of outstanding |
| Breakdown | Exercisable options counted as beneficial ownership: 8,000; unexercised options: 12,000 |
| Pledging/Hedging | Insider Trading Policy disclosed; specific hedging/pledging restrictions not detailed in proxy |
| Ownership Guidelines | Not disclosed |
Employment Terms
| Provision | Terms |
|---|---|
| Employment | Agreement renews annually; initial base salary $350,000; increased to $400,000 upon promotion to CFO in May 2025 |
| Severance (non-voluntary termination) | After first anniversary: six months of salary plus six months of health insurance; example: $254,042 if event occurred on June 30, 2025 |
| Change-in-Control | If employment ceases within three months of a change in control, same severance (six months salary + six months health insurance); equity acceleration as noted above |
| Non-Compete | Two years post-termination |
Investment Implications
- Pay-for-performance structure leans on discretionary cash bonuses and stock options (no RSUs/PSUs), with the company identifying Net Revenues and Adjusted EBITDA as the “company-selected measure” in pay-versus-performance disclosures; this limits direct formulaic ties between Vuono’s annual bonus and specific public targets .
- Near-term selling pressure appears limited: as of June 30, 2025, Vuono’s options were out-of-the-money and vesting is spread over 2026–2028 (4,000 shares each year), reducing immediate liquidity incentives from equity .
- Retention protections: two-year non-compete and severance (six months salary/benefits) if terminated without cause or within three months of a change-in-control; equity accelerates on change-in-control but had zero intrinsic value at 6/30/2025, moderating potential golden-parachute optics for the CFO .
- Governance safeguards: Section 10D-compliant clawback policy applies to Section 16 officers, providing recovery of erroneously awarded incentive compensation over three fiscal years after any required restatement .
Key operating performance context: FY2025 net revenues $181.6M, net income $43.4M, Adjusted EBITDA $52.1M; Q1 FY2026 net revenue $49.2M and Adjusted EBITDA $14.9M **[69633_0001558370-25-011750_nssc-20250630x10k.htm:36]** **[69633_0001140361-25-039260_ny20055703x1_def14a.htm:23]** **[69633_0001104659-25-105432_nssc-20251030xex99d1.htm:0]** **[69633_0001104659-25-105432_nssc-20251030xex99d1.htm:7]**.