Companies Frequency Electronics Inc
Frequency Electronics (FEIM): executive pay, fiscal 2026
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CEO pay, last three years
- $820,993FY2024
- $956,418FY2025
- $3,259,827FY2026
CEO total pay was $3,259,827 in fiscal 2026, up from $956,418 in fiscal 2025.
FY2026: salary $366,833 · bonus $240,750 · stock awards $2,629,000 · option awards $0
Executives and directors
Frequently asked questions
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Thomas McClelland | $366,833 | $240,750 | $2,629,000 | $0 | $0 | $0 | $23,244 | $3,259,827 |
| President and Chief Executive Officer | ||||||||
| Steven Bernstein | 274,708 | 160,500 | 1,577,400 | 0 | 0 | 0 | 15,529 | 2,028,137 |
| Chief Financial Officer, Secretary and Treasurer | ||||||||
| Oleandro Mancini | 282,919 | 104,273 | 0 | 0 | 0 | 0 | 12,489 | 399,680 |
| Senior Vice President, Business Development | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2026 total | FY2025 total | FY2024 total | Δ FY2025→2026 |
|---|---|---|---|---|
| Thomas McClelland | $3,259,827 | $956,418 | $820,993 | ↑ +2,303,409 |
| Steven Bernstein | 2,028,137 | 804,953 | 614,037 | ↑ +1,223,184 |
| Oleandro Mancini | 399,680 | 421,642 | 265,059 | ↓ −21,962 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
The Company's objective is to provide a fair and competitive compensation package to its Named Executive Officers that rewards long-term performance and enhances stockholder value.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Grant Thornton |
| Clawback policy | true |
| Anti-hedging | — |
| Anti-pledging | — |
Equity grants and outstanding awards
No plan-based awards are on file for this fiscal year.
Outstanding equity awards at fiscal year-end 2026
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Oleandro Mancini | RSU | 937 | — | $47,000 |
| Steven Bernstein | RSU | 85,000 | — | 4,263,600 |
| Thomas McClelland | RSU | 125,000 | — | 6,270,000 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Jonathan BrolinIndependent · Audit · Nominating and Corporate Governance · Compensation | $58,000 | $0 | $0 | — | $0 | $58,000 |
| Russell M. SarachekIndependent · Audit · Compensation | 54,000 | 0 | 0 | — | 0 | 54,000 |
| Lance W. LordIndependent · Audit · Nominating and Corporate Governance | 50,000 | 0 | 0 | — | 0 | 50,000 |
| Richard SchwartzIndependent · Compensation · Nominating and Corporate Governance | 50,000 | 0 | 0 | — | 0 | 50,000 |
| Thomas McClellandEmployee director | — | — | — | — | — | 0 |
Board fee structure and ownership guideline
| Annual cash retainer | $50,000 |
|---|---|
| Annual equity retainer | $200,000 |
| Per board meeting fee | $0 |
| Committee chair fees (audit / comp / nom-gov) | 8,000 / 4,000 |
| Stock ownership guideline | — |
Total cost of the board
| Component | FY2026 |
|---|---|
| Cash retainers and fees | $212,000 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $212,000 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names Frequency Electronics as a peer
Companies that benchmark against FEIM
5 companies name FEIM as a compensation peer
- 908 Devices Inc.MASSFY2025
- Clearfield, Inc.CLFDFY2025
- KOPIN CORPKOPNFY2025
- LANTRONIX INCLTRXFY2026
- Lightwave Logic, Inc.LWLGFY2025
Each company listed discloses FEIM in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named FEIM in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Frequency Electronics Inc | 2026 | Thomas McClelland | $366,833 | $2,629,000 | $0 | $0 | $3,259,827 |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-10-07 | 6,855,209 | 160,652 | 119,666 | 97.71% | Passed |
| 2025 | 2025-10-08 | 5,360,609 | 70,505 | 9,295 | 98.7% | Passed |
| 2024 | 2024-10-08 | 4,407,823 | 90,368 | 20,798 | 97.99% | Passed |
| 2023 | 2023-10-05 | 5,264,256 | 287,760 | 9,509 | 94.82% | Passed |
| 2022 | 2022-10-06 | 5,069,877 | 436,664 | 137,758 | 92.07% | Passed |
| 2021 | 2021-10-06 | 5,439,821 | 614,789 | 10,130 | 89.85% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-10-07 | 97.71%a |
| 2025 | 2025-10-08 | 98.7%b |
| 2024 | 2024-10-08 | 97.99%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
Insider trades since the proxy
No insider equity transactions reported since the proxy statement.
Sources (14 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Thomas McClelland. DEF 14A, filed 2026-08-28. Section “Executive Compensation” · page 18. As printed: 3,259,827. View filing ↗
- Section 01, Steven Bernstein. DEF 14A, filed 2026-08-28. Section “Executive Compensation”. As printed: 2,028,137. View filing ↗
- Section 01, Oleandro Mancini. DEF 14A, filed 2026-08-28. Section “Executive Compensation”. As printed: 399,680. View filing ↗
- Section 08, Jonathan Brolin. DEF 14A, filed 2026-08-28. Section “Director Compensation”. As printed: 58,000. View filing ↗
- Section 08, Russell M. Sarachek. DEF 14A, filed 2026-08-28. Section “Director Compensation”. As printed: 54,000. View filing ↗
- Section 08, Lance W. Lord. DEF 14A, filed 2026-08-28. Section “Director Compensation”. As printed: 50,000. View filing ↗
- Section 08, Richard Schwartz. DEF 14A, filed 2026-08-28. Section “Director Compensation”. As printed: 50,000. View filing ↗
- Section 08, Thomas McClelland. DEF 14A, filed 2026-08-28. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-10-08. Item 5.07 · say-on-pay result. As reported: 97.71% (votes for as printed: 6,855,209). View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-10-09. Item 5.07 · say-on-pay result. As reported: 98.7% (votes for as printed: 5,360,609). View filing ↗
- Section 06, 2024 vote. Form 8-K, filed 2024-10-09. Item 5.07 · say-on-pay result. As reported: 97.99% (votes for as printed: 4,407,823). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 09b board cost (computed). Computed. Cash 212,000 + equity 0 + all other 0 = 212,000, summed across the director compensation table rows.
- Frequency Electronics Inc (subject), Section 10b CEO total. DEF 14A, filed 2026-08-28. CEO total compensation as printed in Frequency Electronics Inc's own proxy. As printed: 3,259,827. View filing ↗