Fiscal year 2026 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
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.
| 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.
| Named executive officer | FY2026 total | FY2025 total | FY2024 total | Δ FY2025→2026 |
|---|---|---|---|---|
| Thomas McClelland | $3,259,827 | $956,418 | — | +2,303,409 |
| Steven Bernstein | 2,028,137 | 804,953 | — | +1,223,184 |
| Oleandro Mancini | 399,680 | 421,642 | — | −21,962 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Thomas McClelland | RSU | 125,000 | — | $6,270,000 |
| Steven Bernstein | RSU | 85,000 | — | 4,263,600 |
| Oleandro Mancini | RSU | 937 | — | 47,000 |
The Company's compensation program is designed to be competitive with similarly sized public companies in the manufacturing and electronics industry, as determined by annual surveys of base salaries, benefits, and total compensation. The program aims to align executive interests with stockholders by linking compensation to individual performance and company goals.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Grant Thornton |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | false |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 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 |
| 2020 | 2020-10-07 | 5,991,060 | 617,997 | 318,761 | 90.65% | 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.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2025 | 2025-10-08 | 98.7%a |
| 2024 | 2024-10-08 | 97.99%b |
| 2023 | 2023-10-05 | 94.82%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.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Jonathan BrolinIndependent · Nominating and Corporate Governance · Audit · Compensation (Chair) | $58,000 | — | — | — | — | $58,000 |
| Russell M. SarachekIndependent · Audit · Compensation | 54,000 | — | — | — | — | 54,000 |
| Richard SchwartzIndependent · Nominating and Corporate Governance · Compensation · Audit | 50,000 | — | — | — | — | 50,000 |
| Lance W. LordIndependent · Board Chair · Nominating and Corporate Governance · Audit | 50,000 | — | — | — | — | 50,000 |
| Thomas McClellandEmployee director | — | — | — | — | — | 0 |
| Annual cash retainer | $50,000 |
|---|---|
| Annual equity retainer | $200,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 8,000 / 4,000 |
| Stock ownership guideline | — |
| 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.
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 | 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.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Thomas McClelland | DEF 14A | 2026-08-28 | 0001185185-26-003746 | Section “Executive Compensation”. As printed: 3,259,827. Filing ↗machine: span 198337–198346 |
| 2 | Section 01, Steven Bernstein | DEF 14A | 2026-08-28 | 0001185185-26-003746 | Section “Executive Compensation”. As printed: 2,028,137. Filing ↗machine: span 204870–204879 |
| 3 | Section 01, Oleandro Mancini | DEF 14A | 2026-08-28 | 0001185185-26-003746 | Section “Executive Compensation”. As printed: 399,680. Filing ↗machine: span 201587–201594 |
| 4 | Section 08, Jonathan Brolin | DEF 14A | 2026-08-28 | 0001185185-26-003746 | Section “Director Compensation”. As printed: 58,000. Filing ↗machine: span 82485–82491 |
| 5 | Section 08, Russell M. Sarachek | DEF 14A | 2026-08-28 | 0001185185-26-003746 | Section “Director Compensation”. As printed: 54,000. Filing ↗machine: span 81677–81683 |
| 6 | Section 08, Richard Schwartz | DEF 14A | 2026-08-28 | 0001185185-26-003746 | Section “Director Compensation”. As printed: 50,000. Filing ↗machine: span 82070–82076 |
| 7 | Section 08, Lance W. Lord | DEF 14A | 2026-08-28 | 0001185185-26-003746 | Section “Director Compensation”. As printed: 50,000. Filing ↗machine: span 82864–82870 |
| 8 | Section 08, Thomas McClelland | DEF 14A | 2026-08-28 | 0001185185-26-003746 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 9 | Section 06, 2025 vote | Form 8-K | 2025-10-09 | 0001185185-25-001405 | Item 5.07 · say-on-pay result. As reported: 98.7% (votes for as printed: 5,360,609). Filing ↗ |
| 10 | Section 06, 2024 vote | Form 8-K | 2024-10-09 | 0001185185-24-000962 | Item 5.07 · say-on-pay result. As reported: 97.99% (votes for as printed: 4,407,823). Filing ↗ |
| 11 | Section 06, 2023 vote | Form 8-K | 2023-10-10 | 0001185185-23-001052 | Item 5.07 · say-on-pay result. As reported: 94.82% (votes for as printed: 5,264,256). Filing ↗ |
| 12 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 13 | Section 09b board cost (computed) | Computed | — | computed | Cash 212,000 + equity 0 + all other 0 = 212,000, summed across the director compensation table rows.machine: formula: Σ = 212,000 |
| 14 | Frequency Electronics (subject), Section 10b CEO total | DEF 14A | 2026-08-28 | 0001185185-26-003746 | CEO total compensation as printed in Frequency Electronics's own proxy. As printed: 3,259,827. Filing ↗machine: span 198337–198346 |