Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On July 8, 2026, the Board of Directors (the “Board”) of NAPCO Security Technologies, Inc. (the “Company”), approved a leadership transition plan (the “Transition Plan”) whereby Mr.…
NAPCO Security Technologies, Inc., is one of the leading manufacturers and designers of high-tech electronic security devices, wireless recurring communication services for intrusion and fire alarm systems as well as a provider of school safety solutions, The Company consists of four Divisions: NAPCO, plus three wholly owned subsidiaries: Alarm Lock, Continental Instruments, and Marks USA. Headquartered in Amityville, New York, its products are installed by tens of thousands of security professionals worldwide in commercial, industrial, institutional, residential and government applications. NAPCO products have earned a reputation for innovation, technical excellence and reliability, positioning the Company for growth in the multi-billion dollar and rapidly expanding electronic security market. For additional information on NAPCO, please visit the Company's web site at http://www.napcosecurity.com.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 8, 2026, the Board of Directors (the “Board”) of NAPCO Security Technologies, Inc. (the “Company”), approved a leadership transition plan (the “Transition Plan”) whereby Mr. Richard Soloway, currently Chairman and Chief Executive Officer, will serve as Founder and Executive Chairman, and Mr. Kevin Buchel, currently President and Chief Operating Officer, will serve as Chief Executive Officer and President. The transition will be effective as of July 8, 2026.
Mr. Buchel’s and Mr. Soloway’s biographical information as required by Item 5.02(c) of Form 8-K is set forth in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on October 24, 2025, under the heading “Information Concerning Executive Officers,” and is incorporated by reference herein.
In connection with Mr. Soloway’s transition and appointment to Founder and Executive Chairman, the Company entered into an Employment Agreement effective as of July 8, 2026. Under the agreement, Mr. Soloway will receive an annual base salary of $800,000 and be eligible for an annual performance bonus targeted at 50% of base salary In addition, Mr. Soloway will be eligible to participate in the Company's 2022 Employee Stock Option Plan, or any successor equity plan, as determined by the Board’s Compensation Committee in its discretion with an annual target amount equal to 50% of base salary.
Additionally, in connection the Transition Plan, the Company and Mr. Buchel entered into an Employment Agreement, dated July 8, 2026, which provides for the appointment of Mr. Buchel to the office of Chief Executive Officer, and increases Mr. Buchel’s annual base salary to $900,000 in connection with this promotion. Mr. Buchel will also be eligible for an annual performance bonus targeted at 50% of base salary. In addition, Mr. Buchel will be eligible for an annual equity award targeted at 50% of base salary.
The employment agreements for each of Mr. Soloway and Mr. Buchel also provide for severance upon a termination without cause or a resignation for good reason, equal to two times their base salary and target bonus amount which is conditioned upon a standard release of claims. Both executives are subject to restrictive covenant obligations, including non-competition and non-solicitation obligations.
The foregoing is only a summary of the material terms of the employment agreements, do not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the employment agreements, which will be filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended June 30, 2026.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits:
99.1 Press Release issued by Napco Security Technologies, Inc. announcing the Transition Plan, dated July 8, 2026.
99.1 Press Release issued by Napco Security Technologies, Inc. announcing the Transition Plan, dated July 8, 2026.
10 4 Cover Page Interactive Data File (formatted as Inline XBRL).
Filed exhibits (1)
EX-99.1 (by filename) nssc-20260708xex99d1.htm
EX-99.1
2
nssc-20260708xex99d1.htm
EX-99.1
Exhibit 99.1
NAPCO Announces Executive Leadership Transition
AMITYVILLE, N.Y., July 8, 2026 /PRNewswire/ -- NAPCO Security Technologies, Inc. (“NAPCO” or the “Company”) (NASDAQ: NSSC), one of the leading manufacturers of high-tech electronic security equipment, wireless communication services devices for intrusion and fire alarm systems and the related recurring service revenues as well as a provider of school safety solutions, today announced an executive leadership transition intended to position the Company for its next phase of growth and success. Mr. Richard Soloway, currently Chairman and Chief Executive Officer, will serve as Founder and Executive Chairman, and Mr. Kevin Buchel, currently President and Chief Operating Officer, will serve as Chief Executive Officer and President. The transition will be effective as of July 8, 2026.
Mr. Soloway founded NAPCO more than 55 years ago and has led a talented and dedicated team to create one of the most successful and well-recognized security technology companies in the U.S. As Executive Chairman, Mr. Soloway will continue to provide leadership by focusing on strategic initiatives an…