S. ROBERT FOLEY, JR. - Corporate Board Profile

FREQUENCY ELECTRONICS INC

Filing Date	Source Excerpt
2001-08-30	S. ROBERT FOLEY, Jr., age 73, is the Senior Advisor - Far East for Raytheon Company. He served as Vice President of Raytheon International, Inc. and President of Raytheon Japan from 1995 to 1998. The Audit Committee presently consists of three Directors, Messrs. Girsky, Foley and Shapiro. The Compensation Committee presently consists of four Directors, Messrs. Girsky, Shapiro, Foley and Franklin.
2002-08-26	S. Robert Foley, Jr., age 74, is the Chairman of the Blue Ribbon Oversight Committee at Los Alamos National Laboratory. He served as Vice President of Raytheon International, Inc. and President of Raytheon Japan from 1995 to 1998. Admiral Foley served in the United States Navy for 35 years, including the position of Commander-In-Chief of the Pacific Fleet. Admiral Foley is also a director of URS Corp. Admiral Foley became a member of the board of directors in 1999. The Board has appointed an Audit Committee which presently consists of three Directors, Messrs. Girsky, Foley and Shapiro. The Compensation Committee presently consists of four Directors, Messrs. Girsky, Shapiro, Foley and Franklin. S. Robert Foley Members of the Compensation Committee
2004-08-27	S. ROBERT FOLEY, Jr., age 76, is Vice President for Laboratory Management, University of California. He served as Vice President of Raytheon International, Inc. and President of Raytheon Japan from 1995 to 1998. Admiral Foley served in the United States Navy for 35 years, including the position of Commander-In-Chief of the Pacific Fleet. Admiral Foley is also a director of KEI Pearson. Admiral Foley became a member of the Board of Directors in 1999. ... The Audit Committee presently consists of three Directors, Messrs. Girsky, Foley and Shapiro. ... The members of the Compensation Committee include Messrs. Joel Girsky, E. Donald Shapiro, S. Robert Foley and Joseph P. Franklin.
2005-08-26	S. ROBERT FOLEY, Jr., age 77, is Vice President for Laboratory Management, University of California. He served as Vice President of Raytheon International, Inc. and President of Raytheon Japan from 1995 to 1998. Admiral Foley served in the United States Navy for 35 years, including the position of Commander-In-Chief of the Pacific Fleet. Admiral Foley is also a director of KEI Pearson. Admiral Foley became a member of the Board of Directors in 1999. Audit Committee The following table presents the aggregate fees billed for professional services rendered by Holtz Rubenstein Reminick LLP in fiscal years 2005 and 2004. Other than as set forth below, no professional services were rendered or fees billed by Holtz Rubenstein Reminick LLP during fiscal years 2005 and 2004. Service 2005 2004 ---------------------------------------------------------------- Audit Fees (1) $191,225 - ---------------------------------------------------------------- Audit-Related Fees (2) 53,374 $29,709 ---------------------------------------------------------------- Tax Fees (3) 10,463 ---------------------------------------------------------------- All Other Fees (4) - - ---------------------------------------------------------------- TOTAL $255,062 $29,709 ---------------------------------------------------------------- (1) Audit fees consist of professional services rendered for the audit of the Company's annual financial statements and the reviews of the quarterly financial statements and issuance of consents and assistance with and review of documents filed with the SEC. (2) Other audit-related services provided by Holtz Rubenstein Reminick LLP include the annual audit of the Company's employee benefit plans as well as accounting consultations regarding significant transactions during the fiscal year. (3) Tax fees consist of fees for services rendered to the Company for tax compliance, tax planning and advice. (4) No other services were performed by Holtz Rubenstein Reminick LLP, in connection with financial information systems design and implementation or otherwise. Pre-Approved Services Prior to engaging Holtz Rubenstein Reminick LLP to render the above services, and pursuant to its charter, the Audit Committee approved the engagement for each of the services and determined that the provision of such services by the external auditor was compatible with the maintenance of Holtz Rubenstein Reminick LLP's independence in the conduct of its auditing services. The Audit Committee will use the following procedures for the pre-approval of all audit and permissible non-audit services provided by the independent auditors. Before engagement of the independent auditors for the next year's audit, the independent auditors will submit a detailed description of services expected to be rendered during that year within each of four categories of services to the Audit Committee for approval. Audit Services include audit work performed on the Company's financial statements, as well as work that generally only the independent auditors can reasonably be expected to provide, including statutory audits, comfort letters, consents and assistance with and review of documents filed with the SEC. Audit-Related Services are for assurance and related services that are traditionally performed by the independent auditors, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements and discussions surrounding the proper application of financial accounting and/or reporting standards. Tax Services include all services, except those services specifically related to the audit of the financial statements, performed by the independent auditors' tax personnel, including tax analysis; assisting with coordination of execution of tax related activities, primarily in the area of corporate development; supporting other tax related regulatory requirements; and tax compliance and reporting. Other Services are those associated with services not captured in the other categories. The Company generally does not request such services from the independent auditors. Vote Required The affirmative vote of a majority of the shares of common stock represented at the meeting and entitled to vote is required for the ratification of Holtz Rubenstein Reminick LLP as the Company's independent auditors for the 2006 fiscal year. THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 2 TO BE IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF. PROPOSAL NO. 3 APPROVAL OF THE FREQUENCY ELECTRONICS, INC. 2005 STOCK AWARD PLAN The Board has adopted, subject to approval by the Stockholders of the Company, a new stock award plan entitled, "Frequency Electronics, Inc. 2005 Stock Award Plan" (the "2005 Stock Plan"). If approved by shareholders, the 2005 Stock Plan will be used to provide stock-based incentive compensation to the Company's eligible employees, directors and independent contractors. The 2005 Stock Plan is intended to meet the objective of balancing shareholder concerns about dilution with the Company's need to continue to provide appropriate incentives to achieve Company performance objectives. The Company's Board of Directors believes that the fundamental objectives of a long-term incentive compensation program are to align the interests of management and the shareholders and to create long-term shareholder value. The Company's Board of Directors believes that the 2005 Stock Plan increases its ability to achieve these objectives by allowing for several different forms of long-term incentive awards, which will help the Company recruit, reward, motivate and retain talented personnel. Key terms of the 2005 Stock Award Plan include: o The Company will increase the shares available for grant under its stock compensation plans by a net amount of 100,750 shares of Common Stock. This is achieved by having a share reserve of 400,000 shares under the 2005 Stock Plan and the elimination of available share reserves for a total of 299,250 shares under prior stock compensation plans of the Company. o The Company will terminate and will no longer make grants under any of its existing equity compensation plans, including those plans which have not received stockholder approval. o The 2005 Stock Plan does not permit the grant of stock option or stock appreciation right awards with an exercise price less than fair market value of Common Stock on the date of grant. o The 2005 Stock Plan permits the grant of stock based awards other than stock options, including the grant of "full value" awards such as restricted stock, stock units and performance shares. o The 2005 Stock Plan will permit the qualification of awards under the plan (payable in either stock or cash) as "performance-based compensation" within the meaning of Section 162(m) of the Internal Revenue Code (the "Code"). See "Federal Income Tax Information" below for a more detailed discussion of the application of Section 162(m). o Any shares not issued in connection with awards outstanding under existing stock compensation plans of the Company will become available for issuance under the 2005 Stock Plan. As of April 30, 2005, 1,273,537 shares of the Company's Common Stock are issuable upon exercise of outstanding options (as described in more detail below under the section heading "Shares Available for Awards"). o Any shares not issued in connection with awards granted under the 2005 Stock Plan, (as described in more detail below under the section heading "Shares Available for Awards") will become available for reissuance under the 2005 Stock Plan. As shown in the table on page 25 under the caption, Securities Authorized for Issuance under Equity Compensation Plans, as of April 30, 2005, an aggregate of 1,273,537 shares of the Company's common stock ("Common Stock") are issuable upon exercise of outstanding options and the Company has available 299,250 shares for issuance under existing equity compensation plans. The Board of Directors has approved the 2005 Stock Plan, subject to approval from the Company's stockholders at the annual meeting. If the stockholders approve the 2005 Stock Plan, the Company will terminate the Company's other equity compensation plans as to new awards. If the stockholders do not approve the 2005 Stock Plan, the Company's existing equity compensation plans will remain in effect in accordance with their current terms. Vote Required An affirmative vote by the holders of a majority of the Company's shares present or represented by proxy at the Annual Meeting is required for approval of the 2005 Stock Plan. PROXIES SOLICITED HEREBY WILL BE VOTED FOR THE PROPOSAL UNLESS A VOTE AGAINST THE PROPOSAL IS SPECIFICALLY INDICATED. THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 3 TO BE IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF. PROPOSAL NO. 4 OTHER BUSINESS As of the date of this Proxy Statement, the only business which the Board intends to present and knows that others will present at the meeting are hereinabove set forth. If any other matter or matters are properly brought before the meeting or any adjournments thereof, it is the intention of the persons named in the accompanying Proxy to vote the Proxy on such matters in accordance with their judgment.
2006-08-25	S. Robert Foley, Jr. Vice President for Laboratory 78 1999 (Admiral, U.S. Management, University of Navy - Ret.) California and a Director The Audit Committee consists of the Company's four independent directors, Messrs. Foley, Girsky, Shapiro and Schwartz. The Compensation Committee The Compensation Committee consists of the four independent directors, Messrs. Foley, Girsky, Shapiro and Schwartz.
2007-08-24	S. Robert Foley, Jr. Vice President for Laboratory Management, University of California and a Director Age 79 First Elected Director 1999 The Audit Committee consists of the Company’s four independent directors, Messrs. Foley, Girsky, Shapiro and Schwartz. The Compensation Committee consists of the four independent directors, Messrs. Foley, Girsky, Shapiro and Schwartz. Director Compensation Table shows S. Robert Foley Fees Earned or Paid in Cash $17,500
2008-08-22	S. Robert Foley, Jr., age 80, is Vice President for Laboratory Management, University of California. Admiral Foley became a member of the Board in 1999. The Audit Committee consists of the Company’s four independent directors, Messrs. Foley, Girsky, Shapiro and Schwartz. The Compensation Committee consists of the four independent directors, Messrs. Foley, Girsky, Shapiro and Schwartz.
2009-08-27	S. Robert Foley, Jr., age 81, is a Director. The Audit Committee consists of Messrs. Foley, Girsky, Shapiro and Schwartz. The Compensation Committee consists of Messrs. Foley, Girsky, Shapiro and Schwartz. Director Compensation table shows S. Robert Foley received $28,500 in cash and $8,820 in equity-based awards totaling $37,320.
2010-08-27	S. Robert Foley, Jr., age 82, became a member of the Board in 1999. The Audit Committee consists of the Company’s four independent directors, Messrs. Foley, Girsky, Shapiro and Schwartz. The Compensation Committee consists of the four independent directors, Messrs. Foley, Girsky, Shapiro and Schwartz.
2011-08-29	S. Robert Foley, Jr., age 83, recently retired as Vice President for Laboratory Management, University of California. Admiral Foley is also a director of INTELSAT General Corp. The Audit Committee consists of the Company’s three independent directors, Messrs. Foley, Girsky, and Schwartz. The Compensation Committee consists of the three independent directors, Messrs. Foley, Girsky, and Schwartz.
2012-08-29	S. Robert Foley, Jr., age 84, recently retired as Vice President for Laboratory Management, University of California, a position he held from 2003 to 2009. He served as Vice President of Raytheon International, Inc. and President of Raytheon Japan from 1995 to 1998. Admiral Foley served in the United States Navy for 35 years, including the position of Commander-In-Chief of the Pacific Fleet. Admiral Foley is also a director of INTELSAT General Corp. Admiral Foley became a member of the Board in 1999.
2013-08-28	S. Robert Foley, Jr. served as Vice President of Raytheon International, Inc. and President of Raytheon Japan. He is a member of the Audit Committee and Compensation Committee. He received $30,000 in fees earned or paid in cash and $41,600 in equity-based awards, totaling $71,600.
2014-08-28	S. Robert Foley, Jr., age 86, has served as a Director of the Company since 1999. Admiral Foley is also a director of INTELSAT General Corp. The Audit Committee consists of the Company’s three independent directors, Messrs. Foley, Girsky, and Schwartz.
2015-08-28	The Audit Committee consists of the Company’s three independent directors, Messrs. Foley, Girsky, and Schwartz. The Compensation Committee consists of the three independent directors, Messrs. Foley, Girsky, and Schwartz. Director Compensation table shows S. Robert Foley received total compensation of $74,800.
2016-10-05	S. ROBERT FOLEY, Jr., age 88, has served as a Director of the Company since 1999... Admiral Foley is also a director of INTELSAT General Corp... On August 29, 2016, the Board appointed Messrs. Sloane and Sarachek to the Audit Committee and the Compensation Committee.
2017-11-07	S. ROBERT FOLEY, Jr., age 89, has served as a Director of the Company since 1999. The Board has determined that Messrs. Foley, Girsky, Lord, Sarachek and Schwartz are “independent.” Director Compensation table shows S. Robert Foley total compensation as $59,085.