Steven L. Bernstein
About Steven L. Bernstein
Steven L. Bernstein, age 60, is Chief Financial Officer, Secretary and Treasurer of Frequency Electronics, Inc. (FEIM). He joined FEIM in April 2010 as Controller and was appointed CFO in April 2016; prior to FEIM he worked in the North America accounting group of Arrow Electronics Company, a Fortune 500 electronics distributor . Company performance disclosure shows marked improvement over the last three fiscal years: net income moved from a loss of ($5.5) million in FY2023 to profits of $5.6 million in FY2024 and $23.7 million in FY2025, while a hypothetical $100 investment in FEIM rose to $178.56 by FY2025, indicating strong TSR during this period . His pay incorporates discretionary annual cash bonuses tied to consolidated results and job-specific metrics, plus long-term equity (RSUs/PSUs) with performance criteria based on consolidated bookings, revenue, and operating income, aligning incentives to operating performance rather than TSR .
Past Roles
| Organization | Role | Years | Strategic impact/Notes |
|---|---|---|---|
| Frequency Electronics, Inc. | Chief Financial Officer, Secretary and Treasurer | Apr 2016–present | Senior finance leader; officer of the company |
| Frequency Electronics, Inc. | Controller | Apr 2010–Apr 2016 | Internal financial management |
External Roles
| Organization | Role | Years | Strategic impact/Notes |
|---|---|---|---|
| Arrow Electronics Company | North America accounting group | Prior to 2010 | Fortune 500 electronics distributor experience |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Salary ($) | $277,768 | $288,086 |
| Annual Base Salary in effect (narrative) ($) | $267,500 (no employment agreement) | $267,500 (no employment agreement) |
| Cash Bonus ($) | $96,250 | $88,500 |
| All Other Compensation ($) | $32,720 | $47,966 |
| All Other Compensation detail (auto; insurance/medical; financial planning & 401(k) match) ($) | $4,421; $25,299; $3,000 | $4,300; $37,666; $6,000 |
Notes:
- No employment agreement; bonus is discretionary based on consolidated results and job-specific metrics, determined by the Board .
- Officers receive company-provided automobile and medical reimbursements, included in taxable income .
- No RSUs, SARs, or stock options were granted during FY2024 or FY2025; PSUs were granted in FY2024 (see below) .
Performance Compensation
Annual Cash Bonus Program
| Element | Design | Weighting | Target | Actual Payout |
|---|---|---|---|---|
| Annual bonus | Based on consolidated results and role-specific metrics; Board discretion | Not disclosed | Not disclosed | FY2024: $96,250; FY2025: $88,500 |
Long-Term Equity
| Instrument | Grant Date | Shares/Units | Performance Metrics | Vesting | Status/Value (as of 4/30/2025) |
|---|---|---|---|---|---|
| Performance Stock Units (PSUs) | May 13, 2024 | 40,000 | Consolidated bookings, revenue, operating income | Vests equally over four years from grant | Unearned shares outstanding: 40,000; value $744,000 at $18.60/sh |
| Restricted Stock Units (RSUs) | Various (prior plan and Stock Award Plan) | Not summed by grant; unvested total below | N/A (time-based) | Vests equally over four years from grant | Unvested RSUs: 65,250; value $1,213,650 at $18.60/sh |
Additional details:
- PSUs granted in FY2024 were subject to performance criteria; as of April 30, 2025 they had not yet been earned, with criteria achieved subsequent to year-end; PSUs provide a single payout upon achievement .
- Company states it does not time option-like awards around MNPI; no options/SARs granted in FY2024–FY2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 107,649 shares; 1.1% of outstanding (based on 9,749,271 shares) |
| Within 60 days: rights via SARs/RSUs | 65,500 shares (within 60 days) |
| 401(k) shares | 5,124 shares (fully vested after six years) |
| Unvested RSUs | 65,250 units; $1,213,650 value at $18.60 |
| Unearned PSUs | 40,000 units; $744,000 value at $18.60 |
| Hedging/Pledging | Hedging prohibited for officers and directors; no specific pledging disclosure found |
| Ownership guidelines | Not disclosed in the proxy |
Employment Terms
| Term | Bernstein-specific economics |
|---|---|
| Employment agreement | None; at-will; annual base salary $267,500 (narrative) |
| Deferred compensation | Company agreement pays $40,000 annually upon retirement/death or termination other than for cause; life annuity with 10-year minimum; funded via company cash and life insurance policies (company beneficiary) |
| Change-in-control/severance | If a change in control leads to discharge without cause: 1.5x average base salary plus cash bonus (prior 5 calendar years) if within 1 year; two-thirds of that 5-year average if >1 year but <2 years (double-trigger) |
| Benefits/perquisites | Company-paid/leased automobile; reimbursement of out-of-pocket medical expenses; health, life, disability insurance (premiums partially company-paid) |
| Clawback | Not specifically disclosed in the proxy |
| Non-compete/Non-solicit | Not disclosed in the proxy |
Performance & Track Record
| Measure | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Net Income (USD thousands) | ($5,501) | $5,594 | $23,686 |
| $100 TSR (cumulative) | $70.20 | $89.39 | $178.56 |
Context:
- Compensation Actually Paid is not directly tied to TSR; FEIM emphasizes consolidated bookings, revenue, and operating income in incentive design .
- The Board engaged Grant Thornton to assess the executive compensation program in FY2025, indicating active benchmarking and potential policy evolution .
- No related-party transactions above SEC thresholds; no disclosed legal proceedings for officers/directors in last 10 years .
Compensation Structure Analysis
- Cash vs equity mix: For FY2025, salary $288,086, bonus $88,500, and stock awards grant-date value $380,400, indicating a material equity component alongside cash .
- Shift in instruments: No options/SARs granted in FY2024–FY2025; equity is primarily RSUs/PSUs, reducing leverage vs options and potentially lowering risk for the executive .
- Performance metrics: Bonuses are discretionary but tied to consolidated results and role metrics; PSUs hinge on bookings, revenue, and operating income, not TSR, aligning incentives to operating execution .
- Vesting and supply overhang: RSUs and PSUs vest equally over four years, implying a steady cadence of potential share delivery that can create periodic selling pressure absent holding guidelines .
- Clawback/pledging: Hedging prohibited; no specific clawback or pledging policy disclosure noted, which could weaken recoupment mechanics versus peers with explicit clawbacks .
Say-on-Pay & Shareholder Feedback
- The proxy includes an advisory vote on NEO compensation; specific approval percentages are not disclosed in the excerpts reviewed . The company notes use of external benchmarking and an FY2025 engagement of Grant Thornton for a compensation study .
Equity Compensation Detail (As of 4/30/2025)
| Name | RSUs Unvested (shares) | Market Value ($) | PSUs Unearned (shares) | Market/Payout Value ($) |
|---|---|---|---|---|
| Steven Bernstein | 65,250 | $1,213,650 | 40,000 | $744,000 |
Assumptions per proxy: value based on $18.60 share price at 4/30/2025 .
Ownership Breakdown (as of 8/21/2025)
| Holder | Shares | % of Class |
|---|---|---|
| Steven Bernstein (beneficial) | 107,649 | 1.1% |
| Of which: 401(k) | 5,124 | — |
| Of which: RSU/SAR within 60 days | 65,500 | — |
Risk Indicators & Red Flags
- Discretion in annual bonuses (no fixed formula disclosed) can dilute pay-for-performance rigor .
- No explicit clawback policy disclosure in proxy excerpts; industry peers often have broader clawbacks, which can be viewed as better governance .
- Hedging prohibited; no pledging disclosure—lack of explicit pledging prohibition could be a governance gap if not addressed elsewhere .
- Related-party transactions: None above thresholds; legal proceedings: none disclosed for officers/directors in past 10 years—clean on these fronts .
Employment Terms Summary Table
| Provision | Detail |
|---|---|
| Agreement | None (at-will) |
| Base salary (narrative) | $267,500 |
| Deferred comp | $40,000 per year; life annuity; 10-year minimum; lump sum on death/disability/termination without cause; funded with life insurance (company beneficiary) |
| CoC severance | 1.5x 5-year avg salary+bonus if terminated without cause within 1 year post-CoC; 2/3 of that if >1 year but <2 years (double-trigger) |
| Perquisites | Auto; medical reimbursement; insurance |
| Hedging | Prohibited |
Investment Implications
- Alignment: Bernstein holds 1.1% of shares outstanding with meaningful unvested RSUs/PSUs, and incentives tied to bookings/revenue/op income rather than TSR—this supports operational execution alignment; hedging is banned, further aligning interests .
- Retention and supply: Four-year vesting across sizable RSU/PSU positions suggests continued retention hooks but also a steady cadence of potential share issuance, which can create periodic selling pressure if liquidity is needed; no ownership guidelines disclosed to anchor holding behavior .
- Downside protection and change-of-control: Deferred compensation ($40k/year) and double-trigger CoC benefits (up to 1.5x five-year average salary+bonus) provide security without a guaranteed employment contract—balanced but may reduce departure risk post-CoC .
- Governance considerations: Discretionary cash bonus determination and lack of explicit clawback/pledging disclosures are areas investors may scrutinize; the Board’s engagement of Grant Thornton in FY2025 suggests openness to program refinement .