Andrew Wilder
About Andrew J. Wilder
Andrew J. Wilder (age 74) is an independent director of NAPCO Security Technologies, Inc. (NSSC) and a Certified Public Accountant; he has been a partner at Reid CPAs, LLP and its predecessor since 1990 and has served on NSSC’s Board since 1995 . He is the Audit Committee Chair and has been designated by the Board as an “audit committee financial expert,” reflecting deep expertise in accounting, finance, and financial reporting . The Board has affirmatively determined Mr. Wilder to be independent under NASDAQ Listing Standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reid CPAs, LLP | Partner | Since 1990 | Public accounting leadership; financial reporting expertise |
| NAPCO Security Technologies, Inc. | Director | Since 1995 | Long-tenured governance presence; Audit Committee Chair; designated financial expert |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards (past 5 years) | None | — | Company states no directors served on other reporting company boards in past 5 years |
Board Governance
- Independence: The Board identifies four of seven directors as independent under NASDAQ standards, including Andrew J. Wilder .
- Leadership: Chairman/CEO roles combined; Board has not elected a Lead Independent Director .
- Committees (FY2025 activity):
- Audit Committee: Wilder (Chair), Rick Lazio, Robert Ungar; 5 meetings; Wilder is the financial expert .
- Compensation Committee: Rick Lazio (Chair), David Paterson, Andrew J. Wilder; 3 meetings; CEO attends by invitation; executive sessions without CEO are held; no compensation consultant engaged .
- Nominating Committee: Robert Ungar (Chair), David Paterson, Andrew J. Wilder; 1 meeting; no formal diversity policy; criteria include ethics, finance/accounting skill, and freedom from conflicts .
- Attendance: Board held 6 meetings; each director attended at least 75% of Board and applicable committee meetings; directors are expected to be available by conference call at the Annual Meeting .
- Related-party oversight: Written policy requires Audit Committee approval of related person transactions >$120,000 (with enumerated exceptions) .
Fixed Compensation (Director)
| Metric | FY2025 | Structure/Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $77,000 | Company pays per-meeting fees; Audit Committee Chair (Wilder) receives $13,000 per meeting; committee members $12,000; non-committee director $11,000 |
| Option Awards ($) | $0 | No new director equity awards in FY2025 |
| All Other Compensation ($) | $0 | None disclosed |
| Total ($) | $77,000 | Per-meeting fee model; no cash retainer disclosed |
Performance Compensation (Director)
- Equity grant activity: No director option grants were reported for FY2025; Company stated no options were granted to Executive Officers during FY2025; director option award column shows $0 for FY2025 .
- Performance metrics tied to director pay: Not disclosed (executive program uses discretionary bonuses and options; no director performance metrics disclosed) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company directorships (past 5 years) | None (company-wide disclosure) |
| Committee interlocks | Compensation Committee: no interlocks or insider participation in FY2025; no executive officers served on other entities’ boards/committees last year |
Expertise & Qualifications
- Audit Committee Financial Expert designation; extensive experience in accounting, finance, and financial reporting; corporate governance experience .
- Professional credentials: Certified Public Accountant; partner in public accounting firm .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Outstanding | Shares Acquirable Within 60 Days | Director Options Outstanding | Vested vs Unvested (as of 6/30/2025) |
|---|---|---|---|---|---|
| Andrew J. Wilder | 106,536 | <1% | 41,100 | 42,100 total options | 38,100 vested; 4,000 unvested |
- Pledging/Hedging: No pledging of shares disclosed; Company maintains a comprehensive Insider Trading Policy (filed previously) .
- Ownership guidelines: Director stock ownership guidelines not disclosed in the proxy; committee charters are posted online .
Governance Assessment
- Strengths:
- Wilder’s deep accounting background and Audit Chair role, plus formal “financial expert” designation, support robust financial oversight .
- Board-level related person transaction policy and independent audit oversight; Audit Committee met five times in FY2025 .
- Independent status affirmed; Wilder serves across Audit, Compensation, and Nominating committees, signaling high engagement and influence .
- Concerns/RED FLAGS:
- Combined CEO/Chair and absence of a Lead Independent Director may weaken independent counterbalance; board relies on committee structure for oversight .
- Spousal relationship on the Board (Donna A. Soloway is the CEO’s wife) presents independence optics risk for the overall board (not directly involving Wilder) .
- Director pay is per-meeting rather than a fixed retainer; while common for smaller caps, it can misalign incentives toward meeting frequency over strategic outcomes; no equity grants for directors in FY2025 limits ownership alignment through annual awards .
- Signals of engagement and independence:
- Minimum 75% meeting attendance achieved by all directors; multiple committee memberships for Wilder; executive sessions held by Compensation Committee without CEO .
- Conflicts/Related-party exposure specific to Wilder:
- None disclosed; Company’s policy requires Audit Committee review of related-party transactions and caps de minimis transactions at $120,000 .
Overall: Wilder’s profile indicates strong audit oversight, independence, and cross-committee engagement. Board structure lacks a Lead Independent Director and includes a familial relationship involving the CEO, which are governance risk considerations for investors; Wilder’s financial expertise and independent status help mitigate these concerns within the committee framework .