FREQUENCY ELECTRONICS INC (FEIM): CFO Allen Kaplan appointed

Events in this filing

Item 5.02 as filed

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 15, 2026, the Board of Directors
(the “Board”) of Frequency Electronics, Inc. (the “Company”) elected Allen Kaplan as the Company’s Chief
Financial Officer, effective November 1, 2026 (the “Effective Date”). In connection therewith, Steven L. Bernstein notified
the Company of his intention to retire as Chief Financial Officer, Secretary and Treasurer of the Company, effective as of the Effective
Date. In order to support a smooth transition of leadership, the Company plans to enter into a one-year consulting agreement with Mr.
Bernstein pursuant to which Mr. Bernstein will provide transition services to the Company for the period beginning on the Effective Date.
As the Company’s Chief Financial Officer, Mr. Kaplan will serve as the Company’s principal financial officer and principal
accounting officer.
Mr. Kaplan, age 45, has served as Vice President,
Finance and Business Operations for the Defense Sector of Leidos, Inc., a subsidiary of Leidos Holdings, Inc. (NYSE: LDOS), since January
2026. Mr. Kaplan joined Leidos in 2016 and previously served as Business Operations Director from 2022 to January 2026 and as Business
Operations Senior Manager from 2020 to 2022, having held roles of increasing responsibility in finance and business operations at Leidos
from 2016 to 2020. Prior to joining Leidos, Mr. Kaplan was employed by Lockheed Martin Corporation from 2005 to 2016, where he held various
roles of increasing responsibility. Mr. Kaplan holds an MBA from Villanova University and a B.S. in Supply Chain Management from Pennsylvania
State University.
In connection with his election as Chief Financial
Officer of the Company, Mr. Kaplan’s annual base salary will be $280,000. He will also receive (i) an annual target performance
bonus of 50% of his base salary to be paid following the finalization of the fiscal year end financial statements, which performance bonus
will be pro-rated for fiscal year 2027, (ii) a one-time supplemental bonus of $37,500 to be paid in May 2027, (iii) a one-time new hire
equity award in the form of 5,000 restricted stock units (the “RSU Award”) and 5,000 performance stock units (the “PSU
Award”). The RSU Award is expected to be granted on the Effective Date and will vest in four equal installments on November 1, 2027,
November 1, 2028, November 1, 2029 and November 1, 2030. The PSU Award is expected to be granted in two installments: (i) 1,500 performance
stock units will be granted after the financial statements for the fiscal year ending April 30, 2027 are finalized and (ii) 3,500 stock
units will be granted after the financial statements for the fiscal year ending April 30, 2028 are finalized. The PSU Award will vest,
if at all, in four equal installments from the grant date. The Company will also reimburse Mr. Kaplan for relocation and temporary housing
expenses in an amount up to $75,000.
There are no arrangements or understandings between Mr. Kaplan and
any other person pursuant to which Mr. Kaplan was selected as an officer, and Mr. Kaplan does not have a family relationship with any
of the Company’s directors or executive officers. Additionally, neither Mr. Kaplan nor any member of his immediate family has a
direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.