Michael Carrieri
About Michael Carrieri
Michael Carrieri (age 67) is Executive Vice President of Engineering & Chief Technology Officer (since May 2, 2024), after serving as Senior Vice President of Engineering Development (2000–2024) and VP of Engineering Development (1999–2000) . Company performance during his recent tenure shows Net Revenues of $169,997k (FY2023), $188,820k (FY2024), and $181,621k (FY2025), with Adjusted EBITDA of $34,295k, $58,394k, and $52,126k, respectively; TSR index values moved from 298.22 (FY2023) to 449.40 (FY2024) and 259.49 (FY2025) . The company identifies Net Revenues and Adjusted EBITDA as the most important measures used to link compensation actually paid to executives to performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NAPCO Security Technologies, Inc. | VP, Engineering Development | 1999–2000 | Early leadership in engineering development . |
| NAPCO Security Technologies, Inc. | SVP, Engineering Development | 2000–May 2024 | Led product creation and engineering team over decades, supporting substantial growth . |
| NAPCO Security Technologies, Inc. | EVP Engineering & CTO | May 2024–present | Elevated to CTO to maintain/improve growth trajectory and product diversification . |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $380,200 | $395,377 | $455,609 |
| Target Bonus % | Not disclosed | Not disclosed | Not disclosed |
| Actual Bonus Paid ($) | $158,750 | $292,100 | $254,219 |
| All Other Compensation ($) | $14,393 | $15,995 | $10,586 |
| Total Compensation ($) | $686,943 | $1,798,972 | $720,414 |
Compensation mix is determined by the Compensation Committee with CEO input; no formal benchmarking and no specified cash/equity mix targets .
Performance Compensation
Option Grants and Vesting
| Grant/Plan | Grant Date | Shares | Exercise Price | Grant Date Fair Value | Vesting Schedule | Expiration |
|---|---|---|---|---|---|---|
| 2022 plan grant (fiscal 2023 awards) | Aug 2022 (reflected in FY2023) | 50,000 | $22.50 | $133,600 | 20% on grant; remainder 20% annually (plan terms) | 10/18/2031 |
| Promotion grant | May 2, 2024 | 50,000 | $41.75 | $1,095,500 | 20% on grant; 20% on each of 4 anniversaries | 5/2/2034 |
| Prior grant | Aug 24, 2022 | 6,000 | $26.94 | — | 2,000 vest annually on Aug 25, 2024–2026 | 8/24/2032 |
Policy: Options are generally 20% at grant and 20% annually; the company does not time grants around MNPI disclosures .
Performance Metrics Linkage (Company-Selected)
| Metric | Weighting | Target | Actual (FY2025) | Payout Mechanism |
|---|---|---|---|---|
| Net Revenues | Not disclosed | Not disclosed | $181,621k | Discretionary annual bonus (no formula disclosed) |
| Adjusted EBITDA | Not disclosed | Not disclosed | $52,126k | Discretionary annual bonus (no formula disclosed) |
| TSR (Company) | Not disclosed | Not disclosed | 259.49 (index value) | Informational in “Pay vs Performance” disclosure . |
Bonuses are discretionary and based on CEO recommendations; no disclosed weighting or pre-set targets for NEOs .
Equity Ownership & Alignment
Beneficial Ownership (as of Oct 17, 2025)
| Holder | Shares Beneficially Owned | % of Common Stock | Shares Acquirable within 60 Days |
|---|---|---|---|
| Michael Carrieri | 53,261 | <1% | 30,000 |
No disclosure of pledging/hedging by Carrieri; company maintains an Insider Trading Policy and adopted an incentive compensation clawback policy (Section 10D) .
Options Outstanding (FY2025 year-end)
| Exercisable | Unexercisable | Exercise Price | Expiration | Vesting Details |
|---|---|---|---|---|
| 0 | 4,000 | $26.94 | 8/24/2032 | 2,000 vested Aug 25, 2025; 2,000 vest Aug 25, 2026 . |
| 10,000 | 10,000 | $22.50 | 10/18/2031 | 10,000 vest Oct 19, 2025 . |
| 20,000 | 30,000 | $41.75 | 5/2/2034 | 10,000 vest May 3, 2026–2028 (each year) . |
Prior year status (FY2024): 10,000 exercisable + 40,000 unexercisable at $41.75; 20,000 unexercisable at $22.50; 6,000 unexercisable at $26.94 .
Employment Terms
| Term | Detail |
|---|---|
| Agreement term | Amended agreement terminates August 2026 . |
| Base salary | $390,497 per agreement; increased to $440,000 upon May 2024 promotion . |
| Severance (without cause) | Nine months salary + six months health insurance; $343,588 if triggered on June 30, 2025 . |
| Change-of-control (CoC) | Same severance if employment ceases within three months of a CoC; $343,588 if triggered on June 30, 2025 . |
| Equity acceleration on CoC | Acceleration of 44,000 options for Carrieri; value $82,950 at $29.69/share on June 30, 2025 . |
| Non-compete | Three years post-termination . |
| Clawback | Incentive compensation clawback compliant with SEC Rule 10D and NASDAQ . |
FY2024 CoC scenario illustrated 66,000 options accelerated, valued at $1,147,160 at $51.95/share, plus cash and benefits totaling $330,373 (cash) and $7,748 (benefits) .
Investment Implications
- Pay-for-performance alignment is mixed: FY2024 featured a large option grant tied to role elevation ($1.10M grant-date value), but FY2025 had no option grants and relied on discretionary cash bonuses, reducing at-risk equity in the latest year .
- Ownership “skin in the game” is modest (<1% direct beneficial ownership), but sizable unvested/exercisable options provide future alignment; upcoming vesting events include 10,000 shares (Oct 19, 2025) and 10,000 annually on May 3, 2026–2028, which could create incremental selling pressure if exercised .
- Retention risk appears manageable: severance equals nine months salary plus benefits and includes CoC coverage; a three-year non-compete strengthens post-termination protection .
- Change-of-control economics for Carrieri are moderate relative to CEO, with option acceleration but limited cash multiple; executive incentives are governed by a clawback policy and an insider trading policy, mitigating governance risk .
- Performance backdrop (Net Revenues/Adjusted EBITDA) was robust in FY2024 but softened in FY2025; TSR declined materially in FY2025 versus FY2024, which may influence future equity grant decisions and bonus discretion .