Kevin Buchel
About Kevin Buchel
Kevin S. Buchel (age 72) is President, Chief Operating Officer, Treasurer, and a director at NAPCO Security Technologies; he has served as a director since 1998 and previously held long-tenured finance and operations roles, including CFO from April 1995 to May 2025 and EVP/SVP of Operations and Finance . Over recent years tied to NAPCO’s disclosed pay-versus-performance framework, company TSR rose from a $100 base to $259.49 in FY2025, net revenues were $181.6M, and Adjusted EBITDA was $52.1M; FY2024 revenues were $188.8M and Adjusted EBITDA $58.4M, and FY2023 revenues were $170.0M and Adjusted EBITDA $34.3M . The compensation program emphasizes discretionary annual cash bonuses and stock options with multi-year vesting, linking realized pay to performance measures including Net Revenues and Adjusted EBITDA per SEC rules, while not using formal external compensation consultants or benchmarking in FY2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NAPCO Security Technologies | CFO | 1995–May 2025 | Long-tenured finance leadership informing operations and capital allocation . |
| NAPCO Security Technologies | SVP Operations & Finance | 1995–Oct 2021 | Combined operations/finance responsibilities; deep familiarity with company operations . |
| NAPCO Security Technologies | EVP Operations | Oct 2021–May 2024 | Elevated operational oversight preceding promotion to President/COO . |
| NAPCO Security Technologies | President & COO; Treasurer | May 2024–present (Treasurer since May 1998) | Executive leadership of operations; treasury role continuity . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | Past five years | Proxy states directors/nominees had no other public company directorships in past five years . |
Board Governance & Service
- Board service history: Director since 1998; currently nominated for a term through the meeting following FY2028 .
- Committee roles: Standing committees (Audit, Compensation, Nominating) are comprised entirely of independent directors; Buchel, as an executive, is not listed as a member of any committee .
- Independence: Board has four independent directors; NAPCO has combined CEO/Chair roles since 1998 and no Lead Independent Director, raising governance balance considerations; Buchel is a management director (non-independent) .
- Attendance: Board held six meetings in FY2025; each director attended at least 75%; Buchel attended the most recent annual meeting in person .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 489,174 | 514,020 | 622,765 |
| All Other Compensation ($) | 18,029 | 17,441 | 12,688 |
| Total Cash (Salary + All Other) ($) | 507,203 | 531,461 | 635,453 |
Notes:
- Salary set via CEO recommendation and Committee approval; 2025 reflects added responsibilities after promotion to President & COO .
- Perquisites include life insurance premiums, automobile expenses, and 401(k) matching .
Performance Compensation
Annual Bonus (Cash)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Actual Bonus Paid ($) | 79,375 | 342,100 | 254,219 |
| Performance Framework | Discretionary, CEO-recommended (for non-CEO executives); targets may be used but not disclosed | Discretionary | Discretionary |
| Company-Selected Performance Measures (Disclosure) | Net Revenues, Adjusted EBITDA (for pay-versus-performance linkage) | Net Revenues, Adjusted EBITDA | Net Revenues, Adjusted EBITDA |
| Vesting | Cash; immediate | Cash; immediate | Cash; immediate |
Stock Options (Outstanding at FY2025 Year-End)
| Grant Group | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Schedule (Disclosed) |
|---|---|---|---|---|---|
| 2022-dated option line | 6,000 | 4,000 | 26.94 | 8/24/2032 | 2,000 vested 8/25/2025; remaining vest 8/25/2026 |
| 2031-dated option line | 77,584 | 20,000 | 22.50 | 10/18/2031 | 20,000 vest 10/19/2025 |
| 2034-dated option line | 20,000 | 30,000 | 41.75 | 5/2/2034 | 10,000 vest on 5/3 in 2026, 2027, 2028 |
Notes:
- NAPCO policy: no MNPI timing of grants; no options granted to executive officers in FY2025 .
- Options typically vest 20% at grant and 20% annually thereafter under plan practice; specific schedules disclosed above .
Equity Ownership & Alignment
| Ownership Measure | Value |
|---|---|
| Total Beneficial Ownership (shares) | 188,323 |
| Percent of Shares Outstanding | <1% |
| Right to Acquire Within 60 Days (primarily options) | 125,584 shares |
| Options Outstanding (exercisable/unexercisable breakdown) | See Performance Compensation table |
| Pledging/Hedging Disclosure | Insider Trading Policy adopted; pledging not specifically disclosed |
Notes:
- Beneficial ownership percentages computed on 35,658,900 shares plus dilutive rights within 60 days .
- No director stock ownership guidelines disclosed; non-employee directors receive meeting-based cash fees; employee directors (e.g., Buchel) are not in the director fee program .
Employment Terms
| Provision | Terms |
|---|---|
| Severance (without cause) | Payments equal to nine months of salary and six months of health insurance; estimated $471,327 cash if terminated on 6/30/2025 . |
| Change-in-Control (CIC) treatment | Same severance terms apply; option vesting accelerates per plan; estimated equity acceleration value $154,900 (based on $29.69 closing price on 6/30/2025) plus $7,748 health benefits . |
| Non-compete | Three-year non-compete post-termination . |
| Clawback | Incentive Compensation Clawback Policy compliant with Exchange Act Section 10D/NASDAQ; recovery applies to incentive-based compensation for three completed fiscal years preceding a required restatement, regardless of misconduct . |
Golden Parachute Summary (CIC scenario):
| Component | Amount ($) |
|---|---|
| Cash | 471,327 |
| Equity (accelerated options intrinsic value) | 154,900 |
| Perquisites/Benefits | 7,748 |
| Total | 633,975 |
Compensation Structure Analysis
- Mix shift: 2024 included significant option award value ($1,095,500) tied to promotion, while 2025 had no new option grants; Buchel’s total compensation declined from $1,969,061 (2024) to $889,672 (2025), with cash components rising as a share of total .
- Incentive design: Annual bonus for non-CEO NEOs (including Buchel) is discretionary and CEO-recommended without disclosed formulaic weighting or targets; long-term incentives are stock options with multi-year vesting .
- Benchmarking and consultants: No formal competitive benchmarking in FY2025; no compensation consultant engaged .
Performance & Track Record Indicators
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Company TSR (Value of $100 initial) | 298.22 | 449.40 | 259.49 |
| Net Revenues ($000s) | 169,997 | 188,820 | 181,621 |
| Adjusted EBITDA ($000s) | 34,295 | 58,394 | 52,126 |
Notes:
- NAPCO identifies Net Revenues and Adjusted EBITDA as key company-selected performance measures linking compensation actually paid to performance .
- FY2025 saw moderation from FY2024 highs but remained well above FY2023 on EBITDA .
Risk Indicators & Red Flags
- Governance concentration: CEO also serves as Chairman; no Lead Independent Director, which can reduce independent oversight signal .
- Board independence: Four independent directors; presence of CEO’s spouse on board underscores potential independence optics .
- Discretionary bonuses: Absence of disclosed quantitative bonus metrics/weightings may dilute pay-for-performance alignment .
- Potential selling pressure calendar: Upcoming option vesting dates (10/19/2025; 5/3 in 2026–2028; 8/25/2026) could add tradable share supply; no hedging/pledging specifics disclosed beyond Insider Trading Policy .
Equity Ownership & Vesting Calendar (Forward-Looking Supply Signals)
| Date | Instrument | Shares Vesting |
|---|---|---|
| Oct 19, 2025 | Option @ $22.50 | 20,000 |
| May 3, 2026 | Option @ $41.75 | 10,000 |
| Aug 25, 2026 | Option @ $26.94 | Remaining 2,000 |
| May 3, 2027 | Option @ $41.75 | 10,000 |
| May 3, 2028 | Option @ $41.75 | 10,000 |
Investment Implications
- Alignment and retention: Buchel’s sizeable option holdings with staggered vesting through 2028 and a three-year non-compete create retention hooks; severance is modest vs peers (nine months salary) with CIC acceleration limited to options’ intrinsic value as of event, supporting reasonable cost-of-exit .
- Pay-for-performance quality: Discretionary annual bonus design and absence of formal benchmarking in FY2025 weakens metric transparency; however, realized pay is tied to equity performance and company-selected measures (Net Revenues, Adjusted EBITDA), sustaining linkage over multi-year horizons .
- Trading signals: Option vesting dates provide identifiable potential supply windows; no explicit hedging/pledging prohibitions beyond the Insider Trading Policy are disclosed, limiting insight into selling constraints .
- Governance risk: Combined CEO/Chair, no Lead Independent Director, and related-party spousal board presence may constrain independent oversight; Buchel as a non-independent director does not sit on key committees (which are independent), partially mitigating but not eliminating governance concentration risks .