David Paterson
About David Paterson
David Paterson (age 71) is an independent director at NAPCO Security Technologies, Inc. (NSSC) serving since 2023; he is a former Governor of New York and currently Senior Vice President and Senior Advisor to Las Vegas Sands Corp, bringing governmental and advisory experience to the board . The board affirms his independence under NASDAQ standards, and he is a member of the Compensation Committee and the Nominating Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of New York | Governor (55th Governor) | Began March 2008 | Political leadership; state executive experience |
| New York State Senate | Minority Leader | Elected 2002 | First African-American and blind legislative leader in NY history |
| New York State Senate | Senator (Harlem) | Elected 1985 | Early legislative career; public policy experience |
External Roles
| Organization | Role | Status |
|---|---|---|
| Las Vegas Sands Corp. | Senior Vice President and Senior Advisor | Current |
Board Governance
- Committee assignments: Compensation Committee member; Nominating Committee member; not a chair on any committee .
- Independence: The board identifies Paterson among four independent directors (out of seven total) per NASDAQ standards .
- Board leadership: CEO and Chair roles are combined; the board has not elected a Lead Independent Director .
- Attendance and engagement: In FY2025, the board held six meetings; each director attended at least 75% of board and relevant committee meetings. In FY2024, the board held eight meetings; each director attended at least 75% .
- Risk oversight: Audit Committee oversees risk; board receives regular management reports across strategic, operational, compliance, cyber-security, and financial reporting risks .
Board and committee activity
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Board meetings held | 8 | 6 |
| Audit Committee meetings | 10 | 5 |
| Compensation Committee meetings | 3 | 3 |
| Nominating Committee meetings | 1 | 1 |
| Director attendance rate | ≥75% | ≥75% |
Fixed Compensation
Director compensation (cash and totals)
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $70,000 | $52,000 |
| Option Awards ($) | $0 | $0 |
| Total ($) | $70,000 | $52,000 |
Meeting fee structure (context)
- FY2024: Members of committees received $10,000 per meeting; Audit Chair $11,000; non-committee director $9,000 .
- FY2025: Members of committees received $12,000 per meeting; Audit Chair $13,000; non-committee director $11,000 .
Performance Compensation
- Equity awards granted in FY2024 and FY2025 to non-employee directors: none for Paterson (Option Awards $0) .
Outstanding director options (status)
| Metric | As of Jun 30, 2024 | As of Jun 30, 2025 |
|---|---|---|
| Options outstanding (#) | 5,000 | 5,000 |
| Vested options (#) | 2,000 | 3,000 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards (past 5 years) | None disclosed for all directors and nominees, including Paterson |
| Compensation Committee interlocks | None; no member was an officer/employee, and no interlocks requiring disclosure |
| Compensation consultant | None engaged; committee relies on CEO input and business experience; no formal benchmarking in FY2024–FY2025 |
Expertise & Qualifications
- Qualifications: Diverse background from state senate leadership to Governor of New York; current senior advisory role at Las Vegas Sands Corp .
- Board roles: Serves on Compensation and Nominating Committees as an independent director .
Equity Ownership
Beneficial ownership and exercisable options
| Metric | As of Oct 18, 2024 | As of Oct 17, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 2,000 | 3,000 |
| Percent of shares outstanding | <1% | <1% |
| Shares/right to acquire within 60 days (options) | 2,000 | 3,000 |
- Pledging/hedging: No pledging disclosure; company maintains an insider trading policy with blackout periods; no delinquent Section 16 filings noted for Paterson in FY2024–FY2025 proxies .
Governance Assessment
- Strengths: Independent director with public-sector leadership experience; active on Compensation and Nominating Committees; attendance met board thresholds; board affirms independence .
- Alignment: Director compensation has been purely cash in FY2024–FY2025 with modest outstanding options (5,000) and beneficial ownership <1% (3,000 shares including near-term exercisables as of 2025), indicating limited personal equity exposure but no equity grants in the period .
- Process considerations: Compensation Committee did not engage an external consultant and did not conduct formal competitive benchmarking in FY2024–FY2025, relying on CEO recommendations and committee judgment—this can weaken pay-for-performance rigor and independence of compensation setting .
- Governance risks: Combined CEO/Chair and lack of a Lead Independent Director reduce independent board leadership; majority-independent board mitigates partially .
- Conflicts/related parties: Paterson holds an external executive/advisory role at Las Vegas Sands Corp; the company’s related-party transaction policy requires Audit Committee approval for any such transactions, and none were disclosed involving Paterson .
- Filings/compliance: No delinquent Section 16 filings identified for Paterson in FY2024–FY2025; board and committees observed regular meeting cadence and ≥75% attendance .
RED FLAGS to monitor:
- Combined CEO/Chair and no Lead Independent Director .
- Compensation Committee’s lack of formal benchmarking and no consultant engagement despite overseeing executive pay .