Stephen Spinelli
About Stephen Spinelli
Stephen M. Spinelli, age 55, is Senior Vice President of Sales at Napco Security Technologies (NSSC) since April 2020; previously Director of Sales at Nortek Security & Control LLC (formerly Linear) from 2015–2020 . During FY2021–FY2025, NSSC’s net revenues grew from $114,035k to $181,621k and Adjusted EBITDA from $20,063k to $52,126k; Company TSR rose from 155.41 to 259.49 on a $100 base (June 30, 2020), providing context for pay-for-performance evaluation over his tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nortek Security & Control LLC (formerly Linear) | Director of Sales | 2015–2020 | Not disclosed |
| Napco Security Technologies (NSSC) | Senior Vice President, Sales | 2020–Present | Not disclosed |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 278,242 | 283,800 | 291,016 |
| Target Bonus % | Not disclosed; bonuses are discretionary | Not disclosed; bonuses are discretionary | Not disclosed; bonuses are discretionary |
| Actual Bonus Paid ($) | 50,000 | 60,000 | 25,000 |
| All Other Compensation ($) | 4,870 | 951 | 11,507 |
| Total Compensation ($) | 399,912 | 344,751 | 327,523 |
Performance Compensation
Annual Cash Incentive (Discretionary)
| Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Discretionary bonus (CEO recommendation; contributions to profitability) | Not disclosed | Not disclosed | Not disclosed | 50,000 (FY23) ; 60,000 (FY24) ; 25,000 (FY25) | Cash, paid following fiscal year |
Stock Options (Service-based vesting)
| Grant Set | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Vesting Schedule | Intrinsic Value at $29.69 on 6/30/2025 ($) |
|---|---|---|---|---|---|---|
| 2012?–2032 tranche | 3,000 | 2,000 | 26.94 | 8/24/2032 | 1,000 vested 8/25/2025; 1,000 vest 8/25/2026 | 8,250 (exercisable); 5,500 (unvested accelerated value) |
| 2020–2030 tranche | 23,952 | — | 10.02 | 4/29/2030 | Standard 20% grant + annual 20% anniversaries under plan | ≈471,136 (23,952 × (29.69–10.02)) |
Notes: The Company indicates options generally vest 20% on grant and 20% on each anniversary; awards for NEOs are based on CEO recommendations and Committee approval; no options were granted to Executive Officers in FY2025 .
Equity Ownership & Alignment
Beneficial Ownership (as of Oct 17, 2025)
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 47,880 |
| Ownership % (company reported) | <1% |
| Shares outstanding (basis for % calc) | 35,658,900 |
| Shares acquirable within 60 days (primarily options) | 27,952 |
| Implied direct share holdings (beneficial minus acquirable) | ≈19,928 |
| Ownership % (calculated) | ≈0.13% (47,880 / 35,658,900) |
Vested vs. Unvested Equity and Potential Selling Pressure
- Vested/exercisable options: 26,952 shares (3,000 at $26.94; 23,952 at $10.02) .
- Unexercisable options: 2,000 shares at $26.94 with scheduled vesting 1,000 on 8/25/2026 (remaining after 8/25/2025 tranche) .
- Change-of-control acceleration would have accelerated 2,000 shares for Spinelli, valued at $5,500 at $29.69 on 6/30/2025 .
- Section 16(a) late filing: one late Form 4 reporting sale of 3,000 shares, indicating some recent selling activity and minor compliance lapse .
Pledging / Hedging / Ownership Guidelines
- Company maintains an insider trading policy (filed as 8-K exhibit May 6, 2021) and a clawback policy compliant with SEC/NASDAQ; no explicit pledging prohibition or stock ownership guidelines disclosed in the proxy sections reviewed .
Employment Terms
- Employment agreement: Proxy discusses agreements for CEO, CTO, CFO, and Buchel; Spinelli’s compensation set via CEO recommendation and Committee approval; no separate employment agreement disclosed for Spinelli .
- Severance: Specific severance terms disclosed for Carrieri, Buchel, and Vuono; none disclosed for Spinelli .
- Change-of-control economics: Unvested options for Spinelli (2,000 shares) would accelerate on a change of control; value estimated at $5,500 at $29.69 price on 6/30/2025 .
- Clawback: Incentive Compensation Clawback Policy applies to current/former Section 16 officers, requiring recovery of erroneously awarded incentive-based comp for the 3 completed fiscal years preceding an accounting restatement, regardless of fault (effective Oct 2, 2023) .
- Insider Trading Policy: Comprehensive policy governing transactions by directors, officers, and employees; company references compliance and prior filing of policy document .
Company Performance Context (FY2021–FY2025)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| Company TSR (Indexed to $100 from 6/30/2020) | 155.41 | 176.03 | 298.22 | 449.40 | 259.49 |
| Peer Group TSR (Nasdaq Composite) | 144.19 | 109.64 | 137.07 | 176.29 | 202.51 |
| Net Revenues ($000s) | 114,035 | 143,593 | 169,997 | 188,820 | 181,621 |
| Adjusted EBITDA ($000s) | 20,063 | 22,626 | 34,295 | 58,394 | 52,126 |
| Net Income ($000s) | 15,413 | 19,599 | 27,127 | 49,818 | 43,406 |
Investment Implications
- Alignment: Spinelli’s pay is modest relative to peers within NSSC’s NEO group; bonuses are discretionary with no disclosed explicit performance targets, and equity incentives are primarily service-vesting options—alignment hinges on share price appreciation and continued service rather than defined operational KPIs .
- Near-term supply overhang: 1,000 unvested options vest on 8/25/2026, and he holds 26,952 exercisable options with significant intrinsic value at FY2025 close—this may create episodic selling pressure around vest/exercise windows, compounded by a recent late Form 4 for a 3,000-share sale .
- Retention risk: No individually disclosed employment/severance agreement for Spinelli; retention relies on ongoing cash pay and option value; change-of-control acceleration is modest (2,000 shares), suggesting limited “golden parachute” economics tied to him relative to other NEOs .
- Governance: Company maintains an SEC/NASDAQ-compliant clawback and insider trading policy; compensation committee did not formally benchmark pay in FY2025, relying on CEO recommendations and committee experience—investors should monitor discretionary bonus practices versus performance delivery and consistency of Section 16 compliance .
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