Velarion · Company Intelligence
Compensation Brief
Fiscal year 2026 · Filings through 2026-10-08

Frequency Electronics (FEIM)

CEO Thomas McClelland was paid $3,259,827 in fiscal year 2026, ↑ up 240.8% from fiscal year 2025 (SEC filing 0001185185-26-003746 ↗): 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.

$3,259,827 ↑
Thomas McClelland total, FY2026
—
CEO pay percentile vs peers
—
CEO-to-median pay ratio
97.71%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- Thomas McClelland (President and Chief Executive Officer), FY2026 total compensation $3,259,827 (base salary $366,833) [exec_comp, SEC accession 0001185185-26-003746, filed 2026-08-28]

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FEIM's next annual pay disclosure, estimated August 28, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2026

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Thomas McClelland$366,833$240,750$2,629,000$0$0$0$23,244$3,259,827
President and Chief Executive Officer
Steven Bernstein274,708160,5001,577,40000015,5292,028,137
Chief Financial Officer, Secretary and Treasurer
Oleandro Mancini282,919104,273000012,489399,680
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 officerFY2026 totalFY2025 totalFY2024 totalΔ FY2025→2026
Thomas McClelland$3,259,827$956,418$820,993↑ +2,303,409
Steven Bernstein2,028,137804,953614,037↑ +1,223,184
Oleandro Mancini399,680421,642265,059↓ −21,962

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against FEIM
5 companies name FEIM as a compensation peer

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.

01b

Executives — the named officers

One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.

ExecutiveRoleFY2026 total
Oleandro ManciniSVP$399,680
Steven BernsteinCFO$2,028,137
Thomas McClellandCEO$3,259,827
01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2026 total
Jonathan BrolinIndependent Director$58,000
Lance W. LordIndependent Director$50,000
Richard SchwartzIndependent Director$50,000
Russell M. SarachekIndependent Director$54,000
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

04

Outstanding equity awards at fiscal year-end 2026

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Thomas McClellandRSU125,000—$6,270,000
Steven BernsteinRSU85,000—4,263,600
Oleandro ManciniRSU937—47,000
05

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 consultantGrant Thornton
Clawback policytrue
Anti-hedging—
Anti-pledging—
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-10-076,855,209160,652119,66697.71%Passed
20252025-10-085,360,60970,5059,29598.7%Passed
20242024-10-084,407,82390,36820,79897.99%Passed
20232023-10-055,264,256287,7609,50994.82%Passed
20222022-10-065,069,877436,664137,75892.07%Passed
20212021-10-065,439,821614,78910,13089.85%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 yearMeeting dateApproval — company's computation
20262026-10-0797.71%a
20252025-10-0898.7%b
20242024-10-0897.99%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.

08

Director compensation — fiscal year 2026

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Jonathan BrolinIndependent · Audit · Nominating and Corporate Governance · Compensation$58,000$0$0—$0$58,000
Russell M. SarachekIndependent · Audit · Compensation54,00000—054,000
Lance W. LordIndependent · Audit · Nominating and Corporate Governance50,00000—050,000
Richard SchwartzIndependent · Compensation · Nominating and Corporate Governance50,00000—050,000
Thomas McClellandEmployee director—————0
09

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—
09b

Total cost of the board

ComponentFY2026
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.

10b

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.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Frequency Electronics2026Thomas 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.

10d

Frequently asked questions

Who was the highest-paid executive at Frequency Electronics in fiscal 2026?
As disclosed, Thomas McClelland (President and Chief Executive Officer) was the highest-paid executive at Frequency Electronics in fiscal 2026, with total compensation of $3,259,827.
How did shareholders vote on Frequency Electronics's executive compensation?
As disclosed, 97.71% of shareholders supported Frequency Electronics's executive compensation in the latest say-on-pay vote.
How much does Frequency Electronics spend in total on board compensation for fiscal 2026?
As disclosed, Frequency Electronics reported total board compensation of $212,000 for fiscal 2026.

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.

11

Source register

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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Thomas McClellandDEF 14A2026-08-280001185185-26-003746Section “Executive Compensation”. As printed: 3,259,827. View filing ↗
2Section 01, Steven BernsteinDEF 14A2026-08-280001185185-26-003746Section “Executive Compensation”. As printed: 2,028,137. View filing ↗
3Section 01, Oleandro ManciniDEF 14A2026-08-280001185185-26-003746Section “Executive Compensation”. As printed: 399,680. View filing ↗
4Section 08, Jonathan BrolinDEF 14A2026-08-280001185185-26-003746Section “Director Compensation”. As printed: 58,000. View filing ↗
5Section 08, Russell M. SarachekDEF 14A2026-08-280001185185-26-003746Section “Director Compensation”. As printed: 54,000. View filing ↗
6Section 08, Lance W. LordDEF 14A2026-08-280001185185-26-003746Section “Director Compensation”. As printed: 50,000. View filing ↗
7Section 08, Richard SchwartzDEF 14A2026-08-280001185185-26-003746Section “Director Compensation”. As printed: 50,000. View filing ↗
8Section 08, Thomas McClellandDEF 14A2026-08-280001185185-26-003746Section “Director Compensation”. As printed: 0. View filing ↗
9Section 06, 2026 voteForm 8-K2026-10-080001185185-26-004648Item 5.07 · say-on-pay result. As reported: 97.71% (votes for as printed: 6,855,209). View filing ↗
10Section 06, 2025 voteForm 8-K2025-10-090001185185-25-001405Item 5.07 · say-on-pay result. As reported: 98.7% (votes for as printed: 5,360,609). View filing ↗
11Section 06, 2024 voteForm 8-K2024-10-090001185185-24-000962Item 5.07 · say-on-pay result. As reported: 97.99% (votes for as printed: 4,407,823). View filing ↗
12Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.
13Section 09b board cost (computed)Computed——Cash 212,000 + equity 0 + all other 0 = 212,000, summed across the director compensation table rows.
14Frequency Electronics (subject), Section 10b CEO totalDEF 14A2026-08-280001185185-26-003746CEO total compensation as printed in Frequency Electronics's own proxy. As printed: 3,259,827. View filing ↗