Donna Soloway
About Donna A. Soloway
Donna A. Soloway (age 76) has served on NSSC’s Board since 2001. She is a longtime security industry columnist (since 1992) for Security Dealer and Security Distribution & Marketing (SDM) and has served on the Security Industry Association (SIA) board and committees (Show Planning, Awards, SAINTS). She is currently a board member of Lifeline and the Alliance of the Guardian Angels. She is the wife of Richard L. Soloway, NSSC’s Chairman & CEO, and is not classified as an independent director by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Security Dealer; SDM | Columnist | Since 1992 | Industry thought leadership and customer/marketing focus |
| Security Industry Association (SIA) | Director | Prior service (dates not disclosed) | Show Planning, Awards, SAINTS committees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lifeline | Board Member | Current | Community/industry-related board service |
| Alliance of the Guardian Angels | Board Member | Current | Crime prevention organization board service |
| SIA | Former Director | Not disclosed | Served on SIA board and multiple committees |
Board Governance
- Committee assignments: Soloway is not a member of the Audit, Compensation, or Nominating Committees (footnote explicitly notes she is not on any committee) .
- Independence: The Board identifies four independent directors (Lazio, Paterson, Ungar, Wilder); Soloway is not listed among them and is disclosed as spouse of the CEO, indicating non-independence under NASDAQ standards .
- Board leadership: Roles of Chair and CEO are combined under Richard L. Soloway; no Lead Independent Director is designated .
- Board/committee activity: In fiscal 2025, the Board held 6 meetings; each director attended at least 75% of Board and relevant committee meetings .
- Committee composition: Audit, Compensation, and Nominating Committees are composed entirely of independent directors; Wilder chairs Audit; Lazio chairs Compensation; Ungar chairs Nominating .
- Shareholder vote signal: At the Dec 12, 2024 annual meeting, Soloway received 20,090,850 “For” and 9,449,039 “Withheld” votes; auditor ratification passed with 32,795,830 “For” .
Fixed Compensation
| Metric | FY 2022 | FY 2024 | FY 2025 |
|---|---|---|---|
| Per-meeting fee (non-committee member) | $9,000 | $9,000 | $11,000 |
| Total cash fees | $45,000 | $63,000 | $47,000 |
Notes:
- Wilder (Audit Chair) receives higher per-meeting fee (e.g., $13,000 in FY 2025), while committee members receive $12,000; Soloway’s per-meeting fee reflects non-committee status .
Performance Compensation
| Metric | FY 2022 | FY 2024 | FY 2025 |
|---|---|---|---|
| Director option awards recognized ($) | $101,176 | $— | $— |
| Equity Awards & Vesting (as of June 30) | FY 2024 | FY 2025 |
|---|---|---|
| Outstanding options (#) | 42,100 | 42,100 |
| Vested options (#) | 35,100 | 38,100 |
Notes:
- No RSUs/PSUs disclosed for directors; director equity has historically been stock options, with recognized expense in FY 2022 but none in FY 2024–2025 .
- Detailed vesting schedules for director options are not disclosed beyond counts and vested status in the proxy .
Other Directorships & Interlocks
- Public company boards: “During the past five years, none of the directors or nominees has been a director of any other SEC-reporting or registered investment company.” No other public boards for Soloway .
- Interlock/conflict: Explicit family relationship—Soloway is the spouse of Richard L. Soloway (Chairman & CEO). Company policy prohibits related person transactions absent Audit Committee approval; no specific related-party transactions are disclosed for her .
Expertise & Qualifications
- Security industry expertise in customer relations, marketing, and sales management, built through decades of industry engagement and SIA committee work .
- Governance-related exposure via board and committee service at SIA; current community board roles suggest stakeholder engagement orientation .
Equity Ownership
| Metric | Oct 2023 | Oct 2024 | Oct 2025 |
|---|---|---|---|
| Beneficial ownership (shares) | 41,462 | 45,962 | 48,962 |
| Percent of common stock | <1% | <1% | <1% |
| Right to acquire within 60 days (shares) | Not disclosed | 38,100 | 41,100 |
| Outstanding options (#) | Not disclosed | 42,100 (35,100 vested) | 42,100 (38,100 vested) |
Notes:
- “Right to acquire within 60 days” includes vested or imminently vesting options as of the record date; figures for Soloway are explicitly listed in beneficial ownership footnotes .
- No pledging/hedging disclosures for directors in the proxy; none indicated for Soloway .
Governance Assessment
- Independence & conflicts: Soloway is non-independent and spouse of the CEO/Chair; combined CEO/Chair roles and absence of a Lead Independent Director are governance risk factors for investor confidence .
- Committee insulation: She is not seated on any standing committee, limiting direct influence over audit, compensation, or nominations—this structure partially mitigates conflict exposure from family relationships .
- Attendance: Board met 6 times in FY 2025; each director attended at least 75% of meetings—no attendance red flag disclosed for Soloway .
- Shareholder signal: 2024 director election shows a sizeable “Withheld” vote count for Soloway (9.45M), which can indicate investor concern about independence/conflicts or board composition; management’s auditor proposal passed overwhelmingly .
- Compensation structure: Director cash fees decreased YoY with fewer Board meetings (8 in FY 2024 vs. 6 in FY 2025), while Soloway’s per-meeting rate increased (from $9,000 to $11,000). No director equity awards recognized in FY 2024–2025; option overhang remains from prior grants .
- Policy framework: Company maintains related party transaction approval policy and insider trading policy; executive clawback policy (SEC 10D/NASDAQ compliant) applies to Section 16 officers, reaffirming broader governance mechanisms even if not directly applicable to director compensation .
RED FLAGS
- Non-independence due to spouse relationship with CEO/Chair; potential for perceived conflicts of interest .
- Consolidated leadership (CEO/Chair) and no Lead Independent Director—weakens independent oversight optics .
- Elevated “Withheld” votes in 2024 director election for Soloway—possible shareholder skepticism regarding independence and board composition .
Shareholder Vote Detail (Dec 12, 2024)
| Proposal | For | Withheld/Against | Broker Non-Vote/Abstain |
|---|---|---|---|
| Election of Director: Donna A. Soloway | 20,090,850 | 9,449,039 (Withheld) | 3,351,615 (Broker non-vote) |
| Auditor Ratification (Deloitte, FY 2025) | 32,795,830 (For) | 29,960 (Against) | 65,714 (Abstain) |
Policies Referenced
- Related Person Transactions Policy: Audit Committee approval required; exceptions include employee-wide transactions, approved compensation/reimbursements, and aggregate < $120,000 transactions .
- Insider Trading Policy: Comprehensive policy filed as 8-K exhibit (May 6, 2021) .
- Incentive Compensation Clawback Policy: Applies to Section 16 officers; restatement-driven recovery irrespective of misconduct, covering awards received after Oct 2, 2023 .