Robert Ungar
About Robert A. Ungar
Independent director of NAPCO Security Technologies (NSSC) since 2020; age 69. President of Robert A. Ungar Associates, Inc., with background in lobbying, media, public relations, and legal practice in public safety sectors (fire service, EMS). Serves as Chair of the Nominating Committee and member of the Audit Committee. The Board has affirmatively determined he is independent under NASDAQ standards.
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Robert A. Ungar Associates, Inc. | President | Not disclosed | Lobbying, media and public relations services in public-sector areas including fire service, EMS and public safety. |
Board Governance
- Committee assignments (FY2025): Nominating Committee Chair; Audit Committee member. All standing committees (Audit, Compensation, Nominating) are composed entirely of independent directors.
- Independence and structure: Board has 7 directors; 4 are independent (including Ungar). CEO also serves as Chair; the Board has not elected a Lead Independent Director.
- Attendance and engagement: The Board held 6 meetings in FY2025; each director attended at least 75% of Board and committee meetings for which they were a member. Directors are expected to be available by conference call at annual meetings.
- Committee activity levels (FY2025): Audit Committee met 5 times; Compensation Committee 3 times; Nominating Committee 1 time.
- Policies: Related-person transaction policy overseen by the Audit Committee; Insider Trading Policy on file (May 6, 2021 8-K).
Fixed Compensation (Director)
| Fiscal Year | Fees Earned or Paid in Cash ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2025 | 52,000 | — | — | 52,000 |
- Director fee framework: Non-employee directors are paid per meeting; Audit Chair receives $13,000 per meeting; directors who are committee members receive $12,000 per meeting; non-committee director receives $11,000 per meeting.
Performance Compensation (Director)
| Item | Detail |
|---|---|
| Equity grants in FY2025 | No director option awards granted in FY2025. |
| Outstanding options (6/30/2025) | 23,000 options outstanding; 19,000 vested; 4,000 unvested (director-level disclosure). |
No performance metrics (TSR, revenue, EBITDA, ESG) are used for director pay; director compensation is cash-based meeting fees, with legacy stock options outstanding but no FY2025 grants.
Other Directorships & Interlocks
- Other public company boards (past 5 years): None for Ungar (and none for any NSSC directors).
- Compensation Committee interlocks: None in FY2025; no NSSC executive served on any other company’s board or compensation committee.
Expertise & Qualifications
- Entrepreneur/government affairs: Founder/operator of a public-sector-focused lobbying/PR firm (fire service, EMS, public safety).
- Legal background: Experience as a lawyer cited among qualifications.
- Board skills contribution: Public safety/government relations, regulatory navigation, and entrepreneurial perspective.
- Audit expertise note: Audit Committee Financial Expert designation on the Board is Andrew J. Wilder (not Ungar).
Equity Ownership
| Measure | Amount | Date/Context |
|---|---|---|
| Beneficial ownership (shares) | 22,000 | As of Oct 17, 2025 (includes shares he has the right to acquire within 60 days). |
| Ownership as % of outstanding | <1% | As of Oct 17, 2025. |
| Right to acquire within 60 days | 22,000 | As of Oct 17, 2025 (options exercisable). |
| Options outstanding | 23,000 | As of Jun 30, 2025 (director disclosure). |
| Vested options | 19,000 | As of Jun 30, 2025. |
| Unvested options | 4,000 | As of Jun 30, 2025. |
The beneficial ownership table explicitly lists, for each person, the number of shares they have a right to acquire within 60 days; for Ungar, 22,000 of his beneficially owned shares are from options exercisable within 60 days.
Governance Assessment
Strengths
- Independence and committee leadership: Ungar is an independent director, chairs the Nominating Committee, and serves on the Audit Committee; all standing committees are fully independent, supporting oversight.
- Engagement: Met the company’s attendance threshold in a year with 6 Board meetings and active committee calendars.
- Ownership alignment: Holds beneficial ownership via exercisable options (22,000 within 60 days) and has additional unvested options, providing some equity linkage.
Watchouts / Potential Red Flags
- Board leadership and independence optics: CEO is also Chair; no Lead Independent Director—concentrated authority and weaker independent counterbalance.
- Related-party dynamic on the Board: Director Donna A. Soloway is the spouse of the CEO/Chair; while permissible, this elevates independence and nomination rigor requirements for the Nominating Committee (which Ungar chairs).
- Director pay mix: FY2025 director pay was entirely cash-based per meeting with no equity grants; this may limit ongoing alignment relative to modern practices emphasizing annual equity retainers for directors.
- Nominating process and diversity policy: Committee has not adopted a formal diversity policy for director nominations, relying on general criteria; expectations for transparent skills/criteria mapping are higher amid governance best practices.
Contextual Governance Policies
- Related-person transactions require Audit Committee approval; thresholds and exemptions are defined.
- Insider Trading Policy is in effect; Section 10D-compliant clawback applies to Section 16 officers (not directors), enhancing executive pay governance.