Richard Schwartz
About Richard Schwartz
Richard Schwartz, age 89, has served as an independent director of Frequency Electronics, Inc. since 2004. He is the retired CEO and Chairman of ATK and previously served as President of Rockwell International’s Rocketdyne division; he was part of the originator team on GPS, earning GPS Hall of Fame honors and the Queen Elizabeth Prize for Engineering in 2019. He also served as trustee and Chair of the Finance Committee at Cooper Union (2004–2008) and is a director of Astronautics Corporation of America .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ATK (Alliant Techsystems) | Chief Executive Officer; Chairman | Senior roles beginning in 1990; retired 2000 | Led major aerospace/defense company; strategic and operational leadership |
| Rockwell International – Rocketdyne | President, Rocketdyne Division | Joined company in 1957; later division president | Satellite Program Manager for GPS; GPS originator team; GPS Hall of Fame |
| Cooper Union (NYC) | Trustee; Chair, Finance Committee | 2004–2008 | Oversight of finance; governance contributions |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Astronautics Corporation of America | Director | Not disclosed | Current board service; aerospace technology company |
Board Governance
- Independence: Board determined Schwartz is “independent” under NASDAQ listing standards .
- Committee assignments (FY2025): Compensation Committee member; Nominating & Corporate Governance Committee member .
- Attendance: Board held six meetings; each director attended all Board and applicable committee meetings during FY2025 (100% attendance) .
- Committee meeting cadence (FY2025): Audit (4), Compensation (5), Nominating & Corporate Governance (5) .
- Executive sessions: Independent directors meet without management at least annually and as needed .
- Hedging policy: Company prohibits directors/officers and their families from hedging Company securities .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Annual Cash Retainer (policy) | $50,000 effective Sep 2023 | $50,000 |
| Committee Chair Stipends (policy) | Audit Chair: $8,000; Compensation Chair: $4,000 | Audit Chair: $8,000; Compensation Chair: $4,000 |
| Schwartz Cash Fees (actual) | $47,750 | $54,000 |
Notes:
- Company policy provides chair stipends; Schwartz’s FY2025 cash total was $54,000; no explicit chair designation is stated for him .
Performance Compensation
| Equity Component | Grant Date | Shares/Units | Grant Date Fair Value |
|---|---|---|---|
| Director annual stock grant (Common Stock) | Oct 31, 2025 | 6,702 shares | $84,579 |
| Schwartz Stock Fees (FY2025) | FY2025 | Included above | $84,579 |
- Directors’ stock grants are delivered in Common Stock (not RSUs) and are part of annual director compensation .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock |
|---|---|---|---|
| Astronautics Corporation of America | Not disclosed as public | Director | No related-party transactions disclosed; none >$120k reported |
- No related-party transactions involving Schwartz were disclosed for the last fiscal year .
Expertise & Qualifications
- Aerospace/Defense executive leadership (ATK CEO/Chairman; Rocketdyne President) .
- GPS program originator team; GPS Hall of Fame; Queen Elizabeth Prize for Engineering (2019) .
- Finance oversight experience (Cooper Union Finance Committee Chair) .
- Risk oversight and public company experience emphasized across Board composition .
Equity Ownership
| Holder | FY2024 Shares | FY2025 Shares | % of Outstanding (FY2025) | Notes |
|---|---|---|---|---|
| Richard Schwartz | 13,616 | 42,761 | Less than 1% | Increase reflects director stock grants and holdings |
- Shares pledged as collateral: No disclosure; company prohibits hedging by directors/officers .
- Ownership guidelines: Not disclosed for directors in proxy.
Governance Assessment
- Strengths:
- Long-standing independent director with deep aerospace/defense and program management credentials (GPS originator), enhancing industry oversight .
- Strong engagement: 100% attendance for Board and committee meetings in FY2025 .
- Alignment: Introduction of meaningful annual stock grants to directors in FY2025 increases ownership linkage; Schwartz received $84,579 in stock alongside $54,000 cash .
- Anti-hedging policy supports alignment; independent director executive sessions held at least annually .
- Watch items / RED FLAGS:
- Tenure and age: 21+ years on the Board and age 89—while experience is valuable, extended tenure and advanced age can raise questions around refreshment and independence over time for some investors .
- Board diversity: Company disclosed it did not have a “Diverse” director under Nasdaq Rule 5605(f)(2)(D) in 2024; Board is seeking diverse candidates (Board-level issue, but relevant to overall governance quality) .
- Committee leadership disclosure: Cash totals imply chair stipends, but chair roles (outside Audit) are not explicitly named in proxy—investors may seek clearer disclosure on committee leadership responsibilities .
No related-party transactions involving Schwartz, no legal proceedings, and no hedging by directors/officers are disclosed—these reduce conflict concerns **[39020_0001185185-25-001084_feimdef14a082625.htm:5]**.