Rick Lazio
About Rick Lazio
Rick Lazio (67) is an independent director of NAPCO Security Technologies, Inc. (NSSC) serving since 2020. He is a licensed attorney; Senior Vice President at alliantgroup, LP (since 2011) and Alliant Cybersecurity (since 2019), and Special Counsel to Jones Walker LLP (since 2012). He previously served eight years in the U.S. House of Representatives, including service on the Budget, Banking and Commerce Committees. He chairs the Compensation Committee and serves on the Audit Committee; the Board has affirmed his independence under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. House of Representatives | Member of Congress (NY) | Eight years (dates not specified) | Served on Budget, Banking, Commerce Committees; brings policy, financial and regulatory oversight experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| alliantgroup, LP | Senior Vice President | Since 2011 | Specialty tax consulting services; governance-relevant financial/tax expertise |
| Alliant Cybersecurity (subsidiary of alliantgroup LP) | Senior Vice President | Since 2019 | Cybersecurity advisory experience; relevant to risk oversight |
| Jones Walker LLP | Special Counsel | Since 2012 | Legal counsel role; national law firm with ~400 attorneys |
Board Governance
- Independence status: Lazio is one of four independent directors (with Paterson, Ungar, Wilder) as defined by NASDAQ standards .
- Lead Independent Director: The Board has not elected a Lead Independent Director .
- Board meetings and attendance: The Board held 6 meetings in FY2025; each director attended at least 75% of Board and applicable committee meetings .
| Committee | Members | Chair | FY2025 Meetings |
|---|---|---|---|
| Audit | Andrew J. Wilder, Rick Lazio, Robert A. Ungar | Andrew J. Wilder | 5 |
| Compensation | Rick Lazio, David A. Paterson, Andrew J. Wilder | Rick Lazio | 3 |
| Nominating | Robert A. Ungar, David Paterson, Andrew J. Wilder | Robert A. Ungar | 1 |
Oversight notes: Audit Committee authorized to engage outside advisors; Wilder designated as “audit committee financial expert.” Compensation Committee meets in executive session and does not use a compensation consultant .
Fixed Compensation
| Director | FY2025 Fees Earned or Paid in Cash ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Rick Lazio | 52,000 | — | — | 52,000 |
- Structure: Non-employee directors are paid per meeting; Audit Committee Chair receives $13,000 per meeting; directors serving on committees receive $12,000 per meeting; non-committee director receives $11,000 per meeting .
Performance Compensation
| Component | FY2025 Status | Notes |
|---|---|---|
| Equity grants (RSUs/PSUs) | None disclosed | Director option award value shown as $0 for FY2025 |
| Options (annual grants) | None in FY2025 | Equity for directors outstanding from prior grants (see Ownership) |
| Performance metrics | Not applicable for director pay | No revenue/EBITDA/TSR-linked director pay disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current/Recent public company boards | None in past five years for any NSSC director, including Lazio |
| Private/non-profit boards | Not disclosed for Lazio beyond employment roles |
Expertise & Qualifications
- Public policy and regulatory oversight from U.S. House service (Budget, Banking, Commerce) .
- Specialty tax consulting and cybersecurity advisory expertise (alliantgroup/Alliant Cybersecurity) .
- Legal experience as Special Counsel (Jones Walker LLP) .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Shares Outstanding | Composition | As-of Date |
|---|---|---|---|---|
| Rick Lazio | 24,000 | <1% | Includes right to acquire 24,000 shares within 60 days (options) | Oct 17, 2025 |
| Equity Detail (FY2025) | Options Outstanding | Vested | Unvested | Notes |
|---|---|---|---|---|
| As of June 30, 2025 | 25,000 | 21,000 | 4,000 | From prior grants; no new FY2025 director equity awards |
- Pledging/Hedging: No pledging or hedging disclosures specific to Lazio; not disclosed in proxy .
- Ownership guidelines: No director stock ownership guidelines disclosed .
Governance Assessment
-
Strengths:
- Independent status; dual committee service and chairing Compensation Committee underscore engagement .
- Relevant cybersecurity and tax/finance expertise aligned with Audit/Compensation oversight .
- Committee operations include executive sessions; Audit Committee empowered to hire advisors; clear related-party transaction policy overseen by Audit .
- Section 16 compliance: no director delinquency disclosed; only one late filing by an officer (Spinelli), not Lazio .
-
Investor watch items / RED FLAGS:
- No Lead Independent Director, while CEO also serves as Chair; potential checks-and-balances concern .
- Director equity “skin in the game” appears limited (<1% ownership; options-dominant), potentially weaker alignment with long-term shareholders .
- Board compensation paid per-meeting rather than fixed retainer; could create optics around meeting cadence rather than performance alignment .
- Spousal relationship on Board (Donna A. Soloway is the CEO’s wife), increasing independence scrutiny at the Board level (though Lazio himself is independent) .
- No compensation consultant used by the Compensation Committee; reliance on internal judgment may raise benchmarking rigor questions .
- No formal diversity policy in director nominations .
Related-party transactions: Company policy requires Audit Committee approval for any related-person transaction; no related-party transactions involving directors were disclosed in the proxy .
Context: CEO pay ratio at 327:1 (FY2025) may attract broader governance scrutiny, though not tied to director pay decisions; Compensation Committee (chaired by Lazio) reviewed and recommended inclusion of CD&A in the proxy .