DEF 14A of Napco Security Technologies, Inc, Oct 28, 2026

DEF 14A of Napco Security Technologies, Inc

Filed Oct 28, 2026 · FY20260001140361-26-040996

Open on EDGAR

  1. Continuing Directors

    Continuing Directors Mr. Lazio is a licensed attorney. From 2011 to the present, Mr. Lazio has been a Senior Vice President of alliantgroup, LP, an international provider of specialty tax consulting services. He has also served since January 2019 as Senior Vice President of Alliant Cybersecurity, a subsidiary of alliantgroup LP, which provides advisory services to protect businesses from the risks associated with cyberattacks. Mr. Lazio has also been Special Counsel to Jones Walker, LLP, a law firm with nearly 400 attorneys in 20 offices throughout the United States. The Company believes that Mr. Lazio’s qualifications to serve as a director include his diverse background including his eight years in the US House of Representatives, where he served on the Budget, Banking and Commerce Committees. In addition, Mr. Lazio, as the Senior VP of alliantgroup LLP, he provides expertise in specialty tax consulting. Ms. Soloway has been a columnist for several security industry publications since 1992 including Security Dealer and Security Distribution and Marketing (SDM). She also has served on the Board of Directors for the Security Industry Association (SIA) and several of its committees including the Show Planning Committee, the Awards Committee and the SAINTS Committee (Safety, Awareness and Independent through Security). She is currently a board member of Lifeline as well as the Alliance of the Guardian Angels. The Company believes Ms. Soloway brings significant experience and knowledge of the security industry, specifically in the areas of customer relations and marketing. Mr. Soloway has been the Company’s Chairman of the Board of Directors since October 1981, CEO from 1998 to July of 2026, and Secretary through August 2026. Mr. Soloway is the founder of the Company and serves today as the Founder and Executive Chairman. The Company believes Mr. Soloway’s qualifications to serve as a director include his 50 years’ experience in the security industry and his broad knowledge and understanding of the Company and its operations derived from his tenure with the Company and previous service as the Company’s CEO. Mr. Buchel has been the CEO since July of 2026, President since May of 2024. He was the Chief Operating Officer from May 2024 to July 2026, Senior Vice President of Operations and Finance from April 1995 to October 2021, Executive Vice President of Operations from October 2021 until May of 2024, CFO from April 1995 to May 2025 and Treasurer from May 1998 until August 2026. The Company believes Mr. Buchel’s qualifications to serve as a director include his understanding of the Company and its operations derived from lengthy service in various executive capacities with the Company. Mr. Paterson is a Senior Vice President and Senior Advisor to Las Vegas Sands Corp. Prior to becoming New York State’s 55th governor in March 2008, Mr. Paterson began his political career when he was elected to represent Harlem in 1985 at the age of 31, making him the third youngest state senator in New York’s history. In 2002, he was elected as Minority Leader of the New York State Senate, becoming the first African-American and blind legislative leader in the state’s history. The Company believes Mr. Paterson’s qualifications to serve as a director include his diverse background including his political career serving as both in the state senate and as the Governor of New York.

  2. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS The total fiscal year 2026 compensation of non-employee Directors is shown in the following table.

  3. Director Compensation

    Director Compensation

  4. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Rick Lazio | $91,000 | $— | — | $91,000 | | David Paterson | $102,000 | $— | — | $102,000 | | Donna A. Soloway | $88,000 | $— | — | $88,000 | | Robert A. Ungar | $102,000 | $— | — | $102,000 | | Andrew J. Wilder | $110,000 | $— | — | $110,000 |

  5. Director Compensation

    | (1) Each director who is not an employee receives a fee for each Board of Directors meeting. Mr. Wilder, as Chairman of the Audit Committee, receives $13,000 for each meeting. Ms. Soloway is not a member of any committee and receives $11,000 for each meeting. All other directors, as members of the various committees, receive $12,000 for each meeting. Additionally, Mr. Ungar and Mr. Paterson serve on a Special Litigation Committee for which their compensation will be $50,000 each for serving on the committee. |

  6. Director Compensation

    At June 30, 2026, Mr. Lazio held outstanding options to purchase 25,000 shares of Common Stock of the Company, of which 24,000 were vested; Mr. Paterson held outstanding options to purchase 5,000 shares of common stock of which 4,000 were vested; Ms. Soloway held outstanding options to purchase 1,000 shares of common stock of which none were vested; Mr. Ungar held outstanding options to purchase 23,000 shares of common stock of which 22,000 were vested; and Mr. Wilder held outstanding options to purchase 42,100 shares of common stock of which 41,100 were vested.

  7. Kevin S. Buchel. Biographical information for Mr. Buchel is presented above under the caption “Continuing Directors.”

    Kevin S. Buchel. Biographical information for Mr. Buchel is presented above under the caption “Continuing Directors.”

  8. Richard L. Soloway. Biographical information for Mr. Soloway is presented above under the caption “Continuing Directors.”

    Richard L. Soloway. Biographical information for Mr. Soloway is presented above under the caption “Continuing Directors.” Michael Carrieri, age 68, has served as our Executive Vice President of Engineering and Chief Technology Officer since May 2024; served as our Senior Vice President of Engineering Development from May 2000 to May 2024; and Vice President of Engineering Development from September 1999 to May 2000. Andrew J. Vuono, age 59, has served as our Chief Financial Officer since May of 2025; and Senior Vice President of Finance and Chief Accounting Officer since June 2024; and Secretary and Treasurer since August 2026. Previously, Mr. Vuono was a partner with Baker Tilly US, LLP until May 2024. Mr. Vuono holds a B.B.A. in Accounting from Hofstra University. Joseph Pipczynski, age 65, has served as our Chief Revenue Officer since January 2026. Previously, Mr. Pipczynski was the President and CEO of JPL Consulting Group for approximately 15 years. Additionally, Mr. Pipczynski has held several executive leadership roles at various organizations throughout his tenured career.

  9. The Use of Compensation Survey Data and Peer Companies

    The Use of Compensation Survey Data and Peer Companies During Fiscal year 2026, the Compensation Committee did not conduct any formal competitive pay benchmarking. Instead, the competitiveness of the base salary offered to the executive officers was based on existing employment agreements and compensation packages, and the business experience of members of the Compensation Committee. Subsequent to fiscal year 2026, the Committee sought the guidance from a compensation consultant in connection with setting bonuses and equity awards for the named executive officers and also in connection with the new employment agreements for the Chief Executive Officer and Founder and Executive Chairman.

  10. Components of the Executive Compensation Program-Description of Elements and Evaluation Process

    | • | Annual incentives |

  11. Components of the Executive Compensation Program-Description of Elements and Evaluation Process

    | • | Long-term incentives in the form of stock option awards and, assuming the Incentive Plan is approved, Restricted Stock Units |

  12. Components of the Executive Compensation Program-Description of Elements and Evaluation Process

    Compensation Mix. We do not have policies that define specific percentage allocations for fixed and variable compensation, or cash and non-cash compensation. We do, however, intend to deliver a portion of total compensation in the form of performance-based cash incentives and in awards of stock options and restricted stock units (assuming the Incentive Plan is approved), to achieve our objective of offering rewards for successful business results and shareholder value creation. The following describes the general purpose of each element of compensation and how the Committee made fiscal year 2026 pay decisions. Base Salaries. Base salaries are used to compensate each of our executives for their positions and levels of responsibility. For fiscal 2026, each of Messrs. Soloway and Carrieri had employment agreements, which provide for a minimum base salary and, in the case of Mr. Soloway, a minimum annual cost-of-living adjustment. For fiscal 2026, Messrs. Soloway’s, and Carrieri’s salaries were determined pursuant to such employment agreements. Each of Mr. Buchel’s, Mr. Vuono’s and Mr. Spinelli’s salary for the 2026 fiscal year was in an amount recommended by the CEO and approved by the Committee. The considerations entering into the determination by the CEO of the salary recommendation for each of Mr. Buchel, Mr. Vuono and Mr. Spinelli were the CEO’s subjective evaluations of the ability and past performance of Mr. Buchel, Mr. Vuono and Mr. Spinelli and the CEO’s judgment of their potential for enhancing the Company’s profitability. During the 2026 fiscal year, the Company hired Joseph Pipczynski as the Chief Revenue Officer. The Committee approved his initial base salary and award of options. Annual Cash Incentives. The Committee’s policy is that named executive officers, should receive short term incentive compensation in the form of bonuses based on recommendations by the CEO (other than for the CEO) who may base such determinations on targets established for the named executive officers or on their contributions to the Company’s profitability. Long-term Incentive Awards. The purpose of the granting of stock options and restricted stock units is to retain the services of the named executive officers and our key employees and encourage them to improve our operating results and to become shareholders of the Company, all of which is intended to result in increased shareholder value. The Committee’s policy is generally to grant options to the named executive officers other than the CEO under the Company’s Stock Option Plans after consideration of the amounts recommended periodically by the CEO. The recommendations of the CEO for option grants reflect the subjective judgment of the CEO of the performance of such executives and the potential benefit to the Company from the grant of this form of incentive compensation. Generally, options vest 20% on grant and 20% on each anniversary date of grant provided the executive officer is still with the Company at the time of vesting. The vesting schedule will change assuming the Incentive Plan is approved. See Item 3. The Committee generally determines the CEO’s bonus and incentive awards following discussions between the Committee Chairman and the CEO. The Committee has also retained an executive compensation consultant and consults with that consultant from time to time regarding executive compensation and components thereof. Employee Benefits, Perquisites and Other Personal Benefits. As a general rule, we do not provide special benefits to senior executives and the named executive officers participate in the same plans – including term life insurance, health and disability insurance – available to all salaried employees. We do, however, pay the premiums on life insurance policies for the benefit of each of the named executive officers and on additional health insurance policies for the benefit of Mr. Soloway. See footnote 3 to the Summary Compensation Table. We offer one retirement plan, a qualified profit sharing 401(k) plan to all employees, including the named executive officers, that matches 50% of an employee’s contribution up to the first 4% of the employee’s salary subject to an overall dollar cap. We have provided certain perquisites to the named executive officers, as summarized in footnotes 2 and 3 to the “Summary Compensation Table.” IRC Section 162(m). Under Section 162(m) of the Internal Revenue Code (“Section 162(m)”), compensation paid to each of the Company’s “covered employees” that exceeds $1 million per taxable year is generally non-deductible unless the compensation qualifies for certain exceptions that are not applicable to the Company. Although the Compensation Committee will continue to consider tax implications as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for our named executive officers in a manner consistent with the goals of our executive compensation program and the best interests of our Company and our stockholders, which may include providing for compensation that is not deductible by us due to the deduction limit under Section 162(m).

  13. Summary Compensation Table

    Summary Compensation Table

  14. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus(1) ($) | Option Awards(2) ($) | All Other Compensation ($) | Total ($) | | Richard L. Soloway,(3) Chief Executive Officer | 2026 | 998,452 | 400,000 | — | 65,533 | 1,463,985 | | | 2025 | 960,920 | 726,621 | — | 47,362 | 1,734,903 | | | 2024 | 923,543 | 834,237 | — | 64,465 | 1,822,245 | | Kevin S. Buchel,(4) President & Chief Operating Officer. | 2026 | 647,579 | 450,000 | — | 20,461 | 1,118,040 | | | 2025 | 622,765 | 254,219 | — | 12,688 | 889,672 | | | 2024 | 514,020 | 342,100 | 1,095,500 | 17,441 | 1,969,061 | | Michael Carrieri,(4) Executive Vice President of Engineering and Chief Technology Officer | 2026 | 473,623 | 275,000 | — | 14,684 | 763,307 | | | 2025 | 455,609 | 254,219 | — | 10,586 | 720,414 | | | 2024 | 395,377 | 292,100 | 1,095,500 | 15,995 | 1,798,972 | | Andrew J. Vuono,(4) Chief Financial Officer | 2026 | 402,692 | 180,000 | — | 5,529 | 588,221 | | | 2025 | 350,000 | 152,641 | — | 5,442 | 508,083 | | | 2024 | 20,192 | 35,000 | 508,600 | 303 | 564,095 | | Joseph Pipczynski(4) Chief Revenue Officer | 2026 | 136,250 | 75,000 | 424,000 | 2,725 | 637,975 | | Stephen Spinelli, (4) Senior Vice President of Sales | 2026 | 303,688 | 50,000 | — | 12,890 | 366,578 | | | 2025 | 291,016 | 25,000 | — | 11,507 | 327,523 | | | 2024 | 283,800 | 60,000 | — | 951 | 344,751 |

  15. Summary Compensation Table

    | (1) Amounts reflect discretionary cash bonuses awarded to each officer following the fiscal year as determined by the Compensation Committee. |

  16. Summary Compensation Table

    | (2) The amounts in this column reflect the aggregate grant date fair value of the shares underlying restricted stock unit award or option awards (as applicable) granted in the applicable year, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, excluding the effect of estimated forfeitures and assumes that the named executive officer will perform the requisite service for the award to vest in full. The assumptions we used in valuing these equity awards are described in Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2026 filed with the SEC on August 24, 2026 and do not necessarily correspond to the actual economic value recognized or that may be recognized by the named executive officers. |

  17. Summary Compensation Table

    | (3) All other compensation for Mr. Soloway for fiscal 2025 included payment of health and life insurance premiums of $38,606, automobile expenses and other fringe benefits expenses of $19,727 and Company discretionary matching contributions of $7,200. All other compensation for Mr. Soloway for fiscal 2025 included payment of health and life insurance premiums of $35,902, automobile expenses of $6,885 and Company discretionary matching contributions of $4,575. All other compensation for Mr. Soloway for fiscal 2024 included payment of health and life insurance premiums of $40,710, automobile expenses of $19,180 and Company discretionary matching contributions of $4,575 |

  18. Summary Compensation Table

    | (4) All other compensation for Messrs. Buchel, Carrieri, Vuono, Pipczynski and Spinelli includes payment of life insurance premiums, automobile expenses and the Company’s 401(k) discretionary matching contributions. |

  19. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  20. Employment Agreements and Potential Payments Upon Termination or Change in Control

    Employment Agreements and Potential Payments Upon Termination or Change in Control As of June 30, 2026, the Company had an employment agreement with each of Richard L. Soloway and Michael Carrieri. As of June 30, 2026, the Company had a severance agreement with Kevin S. Buchel. The Company is not obligated under any agreements with Mr. Vuono, Mr. Pipczynski and Mr. Spinelli. The agreement with Mr. Soloway in effect as of June 30, 2026, entered into on June 26, 2003 (the “2003 Agreement”), was initially for a five-year period, and then continued year to year unless notice of termination is given at least six months prior to the end of the then applicable term. The Agreement provides for a minimum annual salary to be adjusted for inflation and discretionary annual incentive compensation. Mr. Soloway’s agreement contains non-compete restrictions during his employment and for one year after termination for any reason. The agreement also provides for termination payments to Mr. Soloway upon death, disability, termination by the Company other than for Cause, as defined, termination by Mr. Soloway for Good Reason, as defined, and termination by Mr. Soloway within twelve months of a change in control. In the event of death, the termination payment equals one year’s salary payable over one year plus a bonus calculated on a pro rata basis through the end of the fiscal quarter immediately preceding death. In the event of disability, the Company must pay Mr. Soloway an amount equal to 60% of his annual salary through the term of the agreement plus his bonus on a pro rata basis through the end of the fiscal quarter preceding the sixth month of his disability. In the event the Company terminates Mr. Soloway other than for Cause or if Mr. Soloway terminates for Good Reason, the Company must pay Mr. Soloway, in a lump sum, an amount equal to three times his annual salary plus the bonus paid to him for the year prior to his termination. If during the term there should be a change in control, then Mr. Soloway is entitled to terminate his employment, and the Company is required to pay him, an amount equal to 299% of the average of the prior five calendar years’ total compensation, subject to certain limitations. The Company’s option plans provide for the accelerated vesting of unvested options upon a change in control. Under such agreement, had Mr. Soloway’s employment terminated on June 30, 2026 on account of (i) death, (ii) disability or (iii) by the Company other than for Cause, or by Mr. Soloway for Good Reason, the Company would have been required to pay him $1,398,452, $599,071 and $4,195,357 respectively. Had Mr. Soloway’s employment terminated on June 30, 2026, after a change of control, the Company would have been required to pay him $4,354,173 pursuant to the 2003 Agreement. In addition, assuming a change of control on June 30, 2026, vesting of options to purchase 2,000 shares of Common Stock of the Company would have been accelerated. The value of such accelerated options would have been $22,080 based upon the closing price per share of $37.98 of the Company’s Common Stock on the NASDAQ Global Market on June 30, 2026. Mr. Carrieri’s agreement, as amended, terminated in August 2026 and provides for an annual salary of $476,441. Mr. Carrieri’s agreement, as amended, provided for payment equal to nine months of salary and six months of health insurance in the event of a non-voluntary termination of employment without cause or for any reason within three months of a change in control of the Company. Had either of such events occurred on June 30, 2026, the Company would have been required to pay him $357,331. In addition, the Company had a severance agreement with Kevin S. Buchel providing for payments equal to nine months of salary and six months of health insurance in the event of a non-voluntary termination of employment without cause or for any reason upon a change of control of the Company. Had Mr. Buchel’s employment been terminated on June 30, 2026 non-voluntarily without cause, the Company would have been required to pay him $490,180 pursuant to such severance agreement. In the event of a change of control on June 30, 2026, vesting of options to purchase 22,000, 22,000, 20,000, 1,000 and 8,000 shares of Common Stock of the Company would have accelerated for Messrs. Buchel, Carrieri, Pipczynski, Spinelli and Vuono, respectively. The value of such accelerated options would have been $22,080, 22,080, $0, $11,040 and $0 for Messrs. Buchel, Carrieri, Pipczynski, Spinelli and Vuono, respectively, based on a closing price of $37.98 per share of the Company’s Common Stock on the NASDAQ Global Market on June 30, 2026. Each of the agreements with Mr. Carrieri and Mr. Buchel contains non-compete restrictions for three years after the employee’s termination of employment.

  21. CEO Pay Ratio - 2026

    CEO Pay Ratio - 2026 The 2026 annual total compensation of our CEO was $1,463,853, the 2026 annual total compensation of our median compensated employee (72% of whom are employed at the Company’s factory in the Dominican Republic) was $5,818 and the ratio of these amounts is 252 to 1. We determined our median compensated employee by using base salary, bonuses, commissions, and grant date fair value of equity awards granted to employees in fiscal 2026. We applied this measure to our global employee population as of June 30, 2026, the last day of our 2026 fiscal year, and annualized base salaries for permanent full-time and part-time employees that did not work the full year. The global employee population utilized to identify the median employee used in the calculation includes the Company’s factory employees in the Dominican Republic, which make up 72% of employees of the Company and typically have substantially lower compensation than those employees located in the United States.

  22. Pay versus Performance

    Pay versus Performance The following table reports the compensation of our CEO and the average compensation of the other Named Executive Officers (non-CEO NEOs) as reported in the Summary Compensation Table for the past three fiscal years, as well as their “compensation actually paid” as calculated pursuant to SEC rules and certain performance measures required by the rules.

  23. Pay versus Performance

    | Fiscal Year (1) | Summary Compensation Table Total for CEO(2) ($) | Compensation “Actually Paid” to CEO(3) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(2) ($) | Average Compensation “Actually Paid” to Non-CEO NEOs(3) ($) | Value of Initial Fixed $100 Investments Based on: | | Net Income ($ in thousands)(5) | Net Revenue ($ in thousands)(6) | Adjusted EBITDA* ($ in thousands)(6) | | | | | | | Company Total Shareholder Return(4) ($) | Peer Group Total Shareholder Return(4) ($) | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | 2026 | 1,463,985 | 1,463,917 | 694,824 | 794,272 | 213.16 | 180.74 | 43,027 | 202,316 | 66,670 | | 2025 | 1,734,903 | 1,578,051 | 611,423 | 65,219 | 167.00 | 140.44 | 43,406 | 181,621 | 52,126 | | 2024 | 1,822,245 | 2,400,057 | 1,169,220 | 1,657,196 | 289.17 | 122.26 | 49,818 | 188,820 | 58,394 | | 2023 | 1,339,208 | 2,488,616 | 602,344 | 1,140,988 | 191.89 | 95.06 | 27,127 | 169,997 | 34,295 | | 2022 | 2,359,952 | 2,544,060 | 1,012,918 | 1,073,660 | 113.27 | 76.04 | 19,599 | 143,593 | 22,626 |

  24. Pay versus Performance

    | (1) The CEO and non-CEO NEOs for each year reported were as follows: Richard Soloway (PEO); Kevin Buchel, Michael Carrieri, Stephen Spinelli (Non-CEO NEO’s). Andrew J. Vuono was a non-CEO NEO only for 2024 through 2026 due to being hired in June of 2024. Joseph Pipczynski was a non-CEO NEO only for 2026 due to being hired in January of 2026. |

  25. Pay versus Performance

    | (2) The 2026 Summary Compensation Table totals reflected are as reported for the CEO and the average of the non-CEO NEOs for each of the fiscal years ended June 30, 2026, 2025, 2024, 2023 and 2022. |

  26. Pay versus Performance

    | (3) Compensation Actually Paid: The dollar amounts reported in columns (c) and (e) represent the amount of compensation “actually paid” to the CEO and the average amount of compensation “actually paid” to the Non-CEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The following table details the applicable adjustments that were made to the CEO’s and the Non-CEO NEOs’ total compensation for each year to determine the compensation “actually paid” (all amounts are averages for the Non-CEO NEOs other than the CEO). |

  27. Pay versus Performance

    | Fiscal Year(1) | Executives | Reported Summary Compensation Table (SCT) Total ($) | Option Award Adjustments | | Total Compensation “Actually Paid” ($) | | | | | Stock Option Awards Deducted from SCT Totals ($) | Stock Option Awards Added to Compensation “Actually Paid” ($) | | | | | (a) | (b) | (c) | (d) | | 2026 | CEO | 1,463,985 | (13,868) | 13,800 | 1,463,917 | | | Non-CEO NEOs | 694,824 | (84,800) | 184,248 | 794,272 | | 2025 | CEO | 1,734,903 | (156,852) | — | 1,578,051 | | | Non-CEO NEOs | 611,423 | (546,204) | — | 65,219 | | 2024 | CEO | 1,822,245 | — | 577,812 | 2,400,057 | | | Non-CEO NEOs | 1,169,220 | (674,900) | 1,162,876 | 1,657,196 | | 2023 | CEO | 1,339,208 | (133,600) | 1,283,008 | 2,488,616 | | | Non-CEO NEOs | 602,344 | (111,333) | 649,977 | 1,140,988 | | 2022 | CEO | 2,359,952 | (1,082,600) | 1,266,708 | 2,544,060 | | | Non-CEO NEOs | 1,012,918 | (532,017) | 592,759 | 1,073,660 |

  28. Pay versus Performance

    | (4) The Company’s Total shareholder return (“TSR”) and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year is determined based on the value of an initial fixed investment of $100 on June 30, 2021. The Peer Group TSR represents TSR of the Nasdaq Composite Index, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K. |

  29. Pay versus Performance

    | (5) Represents, in thousands, the amount of net income, reflected in the Company’s audited financial statements for the year indicated. |

  30. Pay versus Performance

    | (6) The Company has identified Net Revenues and Adjusted EBITDA* as our company-selected measure, as it represents the most important financial measure used to link compensation actually paid to the CEO and the non-CEO NEOs in 2026 to the Company’s performance. We define Adjusted EBITDA as GAAP net income plus income tax expense, net interest expense, non-cash stock-based expense, nonrecurring legal expense, other non-recurring income and depreciation and amortization expense. Nonrecurring Legal Expenses are legal fees that are determined not to be of a normal recuring nature and expenses necessary to operate the business. |

  31. Pay versus Performance

    Relationship Between Pay and Performance: Compensation Actually Paid versus Company Performance The Relationship between compensation actually paid and the Company’s financial performance over the three-year period shown in the tables above is shown in the tables below.