{"url_path":"/sec/feim/10-k/2026/item-1","section_key":"item-1","section_title":"Item 1 Business","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-17","source_url":"https://www.sec.gov/Archives/edgar/data/39020/0001185185-26-002997-index.html","accession_number":"0001185185-26-002997","cik":"0000039020","ticker":"FEIM","issuer_name":"FREQUENCY ELECTRONICS INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/39020/0001185185-26-002997-index.html","primary_entity_key":"0000039020","primary_entity_name":"FREQUENCY ELECTRONICS INC"},"word_count":4145,"has_tables":true,"body_markdown":"Item\n1. Business\n\n \n\nGENERAL\nDISCUSSION\n\n \n\nFrequency\nElectronics, Inc. (sometimes referred to as “Registrant”, “Frequency Electronics” or the “Company”)\nis a world leader in precision time and frequency generation technology, which is incorporated into commercial and U.S. Government satellites,\nCommand, Control, Communication, Computer, Intelligence, Surveillance and Reconnaissance (“C4ISR”), and Electronic Warfare\n(“EW”) systems. Its technology is used for a wide range of space and non-space applications.\n\n \n\nUnless\nthe context indicates otherwise, references to the Registrant, Frequency Electronics or the Company are to Frequency Electronics, Inc.\nand its subsidiaries. References to “FEI” are to the parent company alone and do not refer to any of the subsidiaries. Frequency\nElectronics, a Delaware corporation, has its principal executive office at 55 Charles Lindbergh Boulevard, Mitchel Field, New York 11553.\nIts telephone number is 516-794-4500 and its website is *www.frequencyelectronics.com.*\n\n \n\nFrequency\nElectronics was founded in 1961 as a research and development firm generating proprietary precision time and frequency technology primarily\nunder contracts for end-use by the United States (“U.S.”) Government. In the mid-1990’s, the Company evolved into a\ndesigner, developer and manufacturer of state-of-the-art products for both commercial and government end-use. The Company’s present\nmission is to be the world leader in providing precision time and low phase noise frequency generation systems, from 1 Hz to 46 GHz for\nspace and other challenging environments. The Company’s technology is the key element in enhancing the functionality and performance\nof many electronic systems.\n\n \n\nCORPORATE\nSTRUCTURE AND RESTRUCTURING\n\n \n\nOn April 30, 2026, FEI-Elcom\nTech, Inc. (“FEI-Elcom”) a wholly-owned subsidiary of the Company, was converted into a Delaware limited liability company.\nThe ongoing business operations of FEI-Elcom will continue under the FEI-NY segment. This restructuring was a transaction between entities\nunder common control and did not result in a change in the consolidated financial statements of the Company. For more information regarding\nthe Company’s restructuring, see Note 1 to the Consolidated Financial Statements.\n\n \n\nMARKETS\n\n \n\nThe\nCompany’s principal end markets are time and frequency generation and distribution systems for use in satellite payloads and terrestrial\nsecure command control and communications systems.\n\n \n\nFor\nthe satellite market, the Company has a unique legacy of providing master timing systems, power converters, and frequency generation,\nsynthesis and distribution systems. These products are applicable for both commercial and U.S. Government end-use. Currently, it is estimated\nthat there are over 14,000 U.S. satellites with varying remaining useful lives operating in Geostationary, Medium and Low Earth Orbits\n(“LEO”). The number of operational satellites with emphasis on high-throughput is expected to continue to grow over the next\nten years as demand for higher bandwidths and improved anti-jam-anti-spoofing increases. Furthermore, the U.S. Government is expected\nto contract options for additional GPS III satellites, and the Company believes it is well positioned to compete for the onboard clock\nensemble with its high-precision digital Rubidium atomic frequency standard.\n\n \n\nFor\nthe terrestrial secure command control and communications systems market, the Company’s products support multiple C4ISR and EW\napplications for the U.S. Government on land, sea and air-borne platforms. Recently identified threats to the communication capabilities\nof U.S. Government facilities through jamming or “spoofing” global positioning systems (“GPS”) signals may be\nmitigated by the Company’s technologies. In addition, similar types of threats to the public and enterprise networks have been\nidentified by the U.S. Department of Homeland Security. The Company’s high precision, ruggedized clocks combined with specialized\nsoftware are essential for certain secure communication systems.\n\n \n\nTo\naddress these markets, the Company has several corporate entities that operate under two reportable segments primarily based on the geographic\nlocations of its subsidiaries. The two reportable segments are (1) FEI-NY, which includes the subsidiaries FEI Government Systems, Inc.\nand FEI Communications, Inc., and, until April 30, 2026, included FEI-Elcom; and (2) FEI-Zyfer, Inc. (“FEI-Zyfer”).\n\n \n\nFrequency\nElectronics has made a strategic decision to focus on satellite payloads, C4ISR and EW market segments, because the Company believes\nthese business areas represent significant opportunities for revenue growth.\n\n \n\n1\n\n[Table of Contents](#TableOfContents)\n\n \n\n1.\n**FEI-NY**\n\n \n\nFEI\nGovernment Systems, Inc. and FEI Communications, Inc. design and manufacture U.S. Government and commercial satellite electronics, as\nwell as products for the U.S. military and commercial telecom customers. These products are designed and manufactured at the Company’s\nLong Island, New York headquarters facility.\n\n \n\nUntil\nApril 30, 2026, FEI-Elcom designed and manufactured Radio Frequency (“RF”) microwave modules, devices and subsystems up to\n60 GHz including fast switching, ultra-low phase noise synthesizers, up-down converters, receivers, tuners, ceramic resonance oscillators\nand dielectric resonance oscillators.\n\n \n\n2.\n**FEI-Zyfer** – Precision time references for terrestrial secure communications and command and control, and frequency\nproducts that incorporate GPS technology are manufactured by FEI-Zyfer. FEI-Zyfer’s GPS capability complements the Company’s\nexisting technologies and permits the combined entities to provide a broader range of embedded systems for a variety of timing functions\nand anti-spoofing applications.\n\n \n\nFor\nadditional information about these reportable segments, see Item 1. Business – Reportable Segments and Products below.\n\n \n\nREPORTABLE\nSEGMENTS AND PRODUCTS\n\n \n\nThe Company operates under\ntwo reportable segments, primarily aligned with the geographical locations of its subsidiaries: (1) FEI-NY and (2) FEI-Zyfer. Within each\nsegment the Company designs, develops, manufactures and markets precision time and frequency control products for different markets as\ndescribed below. The Company’s Chief Operating Decision Maker (“CODM”) measures segment performance based on total revenues,\ncost of revenues, and profits generated by each geographic center rather than on the specific types of customers or end-users. Consequently,\nthe Company determined that the segments indicated above appropriately reflect the way the Company’s CODM views the business. The\nFEI-NY segment, which includes the parent company, FEI, operates out of the Company’s Long Island, New York headquarters facility.\nThe FEI-NY segment also includes the operations of FEI-Elcom. FEI-Elcom, in addition to its own product line, provides design and technical\nsupport for FEI’s business. Effective as of April 30, 2026, FEI-Elcom converted into a Delaware limited liability company; however,\nthe ongoing business operations of FEI-Elcom will continue under the FEI-NY segment. For more information regarding the Company’s\nrestructuring, see Note 1 to the Consolidated Financial Statements. The products manufactured by the FEI-NY segment are precision time\nand frequency products, and more recently, quantum sensing products ,principally marketed to the commercial and U.S. Government satellite\nmarkets, to other U.S. Department of War (“DOW”) customers and to wireless communications network providers. Quantum sensors\ninclude magnetic sensors (magnetometers), and Rydberg sensors (compact receiving antennae), which utilize the same basic physics phenomena\nas atomic clocks. Because FEI-NY has manufactured atomic clocks for decades, the quantum sensor market represents a new growing market\nwhich utilizes the underlying technology behind atomic clocks, and is a natural arena for FEI to compete in. The FEI-Zyfer segment, which\noperates out of California, designs and manufactures products that incorporate GPS technologies and high-precision clocks designed and\nmanufactured at FEI. FEI-Zyfer sells its products to both commercial and U.S. Government customers and collaborates with FEI on joint\nproduct development activities.\n\n \n\nDuring\nfiscal years 2026 and 2025, approximately 72% and 76%, respectively, of the Company’s consolidated revenues were from products\nsold by the FEI-NY segment. In fiscal years 2026 and 2025, sales for the FEI-Zyfer segment were 34% and 27%, respectively, of the Company’s\nconsolidated revenues. (The sum of annual sales percentages exceeds 100% due to intersegment sales.)\n\n \n\nConsolidated\nrevenues include sales to end-users in countries located outside of the U.S., primarily in Europe and Asia. During fiscal years 2026\nand 2025, foreign sales comprised 9% and 6%, respectively, of the Company’s consolidated revenues. For segment information, see\nNote 13 to the Consolidated Financial Statements.\n\n \n\nThe\nCompany’s sales on U.S. Government programs for both space and non-space applications are generally made under fixed price or cost-plus\ncontracts either directly with U.S. Government agencies or indirectly through subcontracts intended for U.S. Government end-use.\n\n \n\nFor\nfixed-price contracts, the price paid to the Company is not subject to adjustment by reason of costs incurred by the Company in the performance\nof the contract, except for costs incurred due to contract changes ordered by the customer. These contracts are negotiated on terms under\nwhich the Company bears the risk of cost overruns and derives the benefit from cost savings. Cost-plus contracts reimburse the Company\nfor the actual costs incurred in performance of the contract requirements.\n\n \n\nAs\nindicated above, many of the programs and platforms for which the Company supplies products and systems are used by the U.S. Government\nfor maintaining secure communications world-wide, for obtaining vital intelligence and for enabling precision targeting capabilities.\nThe Company’s products are also used in classified projects for the U.S. Government. It is the belief of management that the future\nsuccess of the mission of the U.S. military and intelligence community is dependent on successful and timely deployment of these systems.\nThus, the Company anticipates that adequate funds will be provided by the U.S. Government to ensure that the programs are completed.\nHowever, the Company’s experience indicates that programs and/or product sales can be delayed or canceled due to variations associated\nwith periodic U.S. Government appropriations cycles and shifting priorities. If the U.S. Government canceled or delayed, even temporarily,\nprograms and/or purchases involving Company products, the Company’s business could suffer a material adverse effect.\n\n \n\n2\n\n[Table of Contents](#TableOfContents)\n\n \n\nNegotiations\non U.S. Government contracts are sometimes based in part on Certificates of Current Costs. An inaccuracy in such certificates may entitle\nthe U.S. Government to an appropriate recovery. The Company’s accounts with respect to these contracts are subject to audit by\nthe Defense Contract Audit Agency (“DCAA”). The Company’s last full incurred cost audit was performed in 2008. Additionally,\nthe Company had successfully completed an accounting system audit in 2018 and 2023. The Company is required to submit, for subsequent\nreview, an Incurred Cost Report by October 31, for each year then ended. All such required reports have been filed with no adverse comments\nto date.\n\n \n\nFrequency\nElectronics has a DCAA audited and approved accounting system, which enables the Company to enter into contracts directly with U.S. Government\nagencies that require government certified accounting systems.\n\n \n\nGovernment\nend-use contracts are subject to termination by the purchaser for convenience or default, as well as various other Federal Acquisition\nRegulations provisions. In the event of a termination for convenience, the Company is entitled to receive compensation as provided under\nthe specific terms of such contracts. There were two government end-use contracts terminated during the fiscal year ended April 30, 2026.\n\n \n\n**FEI-NY\nSegment:**\n\n \n\nFEI-NY\nprovides precision time, frequency generation and synchronization products and subsystems that are found on-board satellites, in ground-based\ncommunication systems and imbedded in mobile platforms operated by the U.S. military. FEI-NY has made a substantial investment in research\nand development (“R&D”) to apply its core technologies to satellite payloads, non-space DOW programs and commercial and\nindustrial markets. Revenues from satellite payloads, both for commercial and U.S. Government applications, have become FEI-NY’s\nlargest business area while the portion of commercial network infrastructure sales has declined relatively. FEI-NY expects to continue\nto generate substantial revenues from deployment of new and replacement satellites and other U.S. Government/DOW applications including\nsales of ruggedized subsystems for mobile U.S. military platforms.\n\n \n\n**Satellite\nPayloads**\n\n \n\nThe\nuse of satellites launched for communications, navigation, weather forecasting, video and data transmissions and Internet access has\nexpanded the need to transmit increasing amounts of voice, video, and data to earth-based receivers. This requires more precise timing\nand frequency control at the satellite. The Company manufactures the master timing systems (quartz, rubidium) and other significant timing\nand frequency generation products for navigation, communication and intelligence collection satellites, and many of the Company’s\nother space assemblies are used onboard spacecraft for command, control and power distribution. Efficient and reliable DC-DC power converters\nare also manufactured for the Company’s own assemblies and as stand-alone products for space applications. The Company’s\noven-controlled quartz crystal oscillators are cost-effective precision frequency sources suited for high-end performance required in\nsatellite communications, airborne and terrestrial datalinks and geophysical survey positioning systems. Commercial satellite programs\nthat utilize the Company’s space-qualified products include Iridium NEXT Constellation, Intelsat EPIC, O3B, WAAS, MexSat, MSV,\nICO, TerreStar, EchoStar, Inmarsat and others. The Company is also pursuing core product opportunities for planned satellite constellations\nthat will operate in Low- or Medium-Earth Orbits.\n\n \n\nIn\nthe years ahead, the Company expects that the DOW will require more secure communication capabilities, more assets in space and greater\nbandwidth. The Global Positioning Satellite System, the MILSTAR Satellite System and the AEHF Satellite System are examples of the programs\nin which the Company has participated or plans to participate and which management believes are important to the success of the U.S.\nGovernment’s communication, intelligence and Precision Navigation and Timing (“PNT”) needs. It is likely that the DOW\nwill move to adopt smaller and less expensive satellites for LEO applications, which the Company anticipates will necessitate the adaptation\nof the Company’s products or development of new products to better suit this type of satellite architecture. The Company previously\nmanufactured the master clock for the Trident missile, the basic timing system for the Voyager I and Voyager II deep space exploratory\nmissions and the quartz timing system for the Space Shuttle. The Company’s product offerings for U.S. Government satellite programs\nare similar in design and function to those used on commercial satellites, as described above.\n\n \n\n**U.S.\nGovernment- Non-space**\n\n \n\nIn\naddition to space-based programs, the Company’s proprietary products are used in airborne and ground-based guidance,\nnavigation, communications, radar, sonar and electronic countermeasures and timing systems. The Company has developed and patented a\nlow acceleration-sensitive technology which offers an approximate 100 times improvement in performance under shock, vibration and\nother environmental effects as compared to other devices. Products are built in accordance with DOW standards and are in use on many\nof the U.S. Government’s important military applications. The Company anticipates that the U.S. government will provide\nadequate funds to sustain these programs.\n\n \n\nUntil\nApril 30, 2026, FEI-Elcom addressed RF microwave modules and subsystems up to 60 GHz including fast switching, ultra-low phase noise\nsynthesizers, up-down converters, receivers, tuners, ceramic resonance oscillators and dielectric resonance oscillators.\n\n \n\n3\n\n[Table of Contents](#TableOfContents)\n\n \n\n**FEI-Zyfer\nSegment:**\n\n \n\nFEI-Zyfer\ndesigns, develops and manufactures products that provide PNT, primarily incorporating Global Navigation Satellite System(s) technology.\nFEI-Zyfer’s products make use of both “in-the-clear” civil and “crypto-secured” military signals for GPS.\nFEI-Zyfer’s products are integrated into radar systems, airborne SIGINT/COMINT platforms, information networks, test equipment,\nmilitary command and control terminals, and satellite ground stations. FEI-Zyfer’s products are an important extension of FEI’s\ncore product line, specifically in secure PNT for Command, Control, Communications, Computers, Combat Systems, Intelligence, Surveillance,\nand Reconnaissance (C5ISR). Recently identified threats to the communication capabilities of U.S. Government and to the public and enterprise\nnetworks through jamming, multi-path or “spoofing” GPS signals may be mitigated by FEI-Zyfer’s technologies and products.\nHigh precision, ruggedized clocks combined with specialized software are essential for the security of government communication and systems.\nMore than 95% of FEI-Zyfer’s revenues are derived from sales where the end user is the U.S. Government.\n\n \n\nBACKLOG\n\n \n\nAs\nof April 30, 2026, the Company’s consolidated backlog amounted to approximately $111 million compared to $70 million, at the end\nof the prior fiscal year. Approximately 73% of the current backlog is expected to be filled during the Company’s fiscal year ending\nApril 30, 2027. As of April 30, 2026, there were no amounts included in backlog under cost-plus or fixed-fee contracts that had not been\nfunded. The Company excludes from backlog those contracts or awards for which it has not received authorization to proceed. The Company\nexpects any partially funded contracts to become fully funded over time and will add the additional funding to its backlog at that time.\nThe backlog is subject to change for various reasons, including possible cancellation of orders, change orders, change in contract terms\nand other factors beyond the Company’s control. Accordingly, the backlog is not necessarily indicative of the revenues or profits\n(losses) which may be realized when the results of such contracts are reported.\n\n \n\nCUSTOMERS\nAND SUPPLIERS\n\n \n\nThe\nCompany’s products are sold to both commercial and governmental customers. For the years ended April 30, 2026 and 2025, approximately\n91% and 94%, respectively, of the Company’s sales were made under contracts to the U.S. Government or subcontracts for U.S. Government\nend-use.\n\n \n\nDuring\nfiscal year 2026, Lockheed Martin Corporation (“Lockheed Martin”), L3Harris Technologies, Inc. (“L3Harris”),\nand The Boeing Company (“Boeing”) each accounted for more than 10% of the Company’s consolidated revenues.\n\n \n\nDuring\nfiscal year 2025, Northrop Grumman Company (“Northrop Grumman”) accounted for more than 10% of the Company’s consolidated\nrevenues.\n\n \n\nThe\nloss by the Company of any one of these customers could have a material adverse effect on the Company’s business. The Company believes\nits relationship with these companies is mutually satisfactory. Additionally, the Company is not aware of any prospect for the cancellation\nor significant reduction of any of its commercial or existing U.S. Government contracts; however, the cancellation or significant reduction\nof the Company’s commercial or existing U.S. Government contracts could have a material adverse effect on the Company’s business.\n\n \n\nThe\nCompany purchases a variety of electrical and other components and materials for use in the manufacture of its products. The Company\nis not dependent upon any one supplier or source of supply for any of its materials and maintains alternative sources of supply for\nall of its purchases. The Company has found its suppliers to be generally reliable and price-competitive; however, recent quotes for\nvarious parts and materials reflect longer delivery schedules and price increases. Where supply chain issues have been encountered,\nthe Company has responded by changing the source of supply or redesigning products and replacing unavailable parts and materials\nwith alternates wherever possible. FEI-NY is dependent on a limited number of suppliers for space qualified parts. If these\nsuppliers were unable to deliver in reasonable time frames, then the prompt qualification of alternate suppliers may not be feasible\nor cost effective. Consequently, the Company could experience delays in delivery of its end products or costs in excess of what was\noriginally quoted.\n\n \n\nRESEARCH\nAND DEVELOPMENT\n\n \n\nThe\nCompany’s technological leadership continues to be an essential factor as it pursues future growth in revenues and earnings. The\nCompany has focused its internal R&D efforts on improving the core physics and electronic performance in its time and frequency products,\nconducting research to develop new time and frequency technologies and capabilities, improving product manufacturability by seeking to\nreduce its production costs through product redesign and process improvements and other measures to take advantage of lower cost components.\n\n \n\nThe\nCompany continues to focus a significant portion of its own resources and efforts on developing hardware for satellites (commercial\nand U.S. Government) and terrestrial commercial communications systems, including wireless and GPS-related systems. During fiscal\nyears 2026 and 2025, the Company expended $6.1 million on such R&D activity in both years. See Item 7, Management’s\nDiscussion and Analysis of Financial Condition and Results of Operations. Additionally, the Company receives customer funding for\nspecific R&D projects and anticipates additional funding from customers for future R&D initiatives. Although funding is\nobtained from customers, the Company retains the rights to any products developed. During fiscal years 2026 and 2025, some of the\nCompany’s development resources were applied to the design-stage of fixed-price satellite payload sub-system programs. For\nfiscal year 2027, the resources to be allocated to R&D will depend on market conditions and identification of new opportunities,\nas was the case in fiscal year 2026.\n\n \n\n4\n\n[Table of Contents](#TableOfContents)\n\n \n\nPATENTS\nAND LICENSES\n\n \n\nThe\nCompany believes that its business is generally not dependent on patent or license protection. Rather, it is primarily dependent upon\nthe Company’s technical competence, the quality of its products and its prompt and responsible contract performance. However, employees\nworking for the Company assign all rights to inventions to the Company, and the Company presently holds such patents and licenses. In\ncertain limited circumstances, the U.S. Government may use or permit the use by the Company’s competitors of certain patents or\nlicenses the government has funded. During fiscal year 2003, the Company received a broad and significant patent for proprietary quartz\noscillator technology which the Company has incorporated into its legacy designs, and which it will incorporate into future designs,\nto exploit in both legacy and new applications. In 2006, the Company obtained a basic patent for its low g-sensitivity technology which\nmanagement believes will permit greatly enhanced performance of devices on moving platforms and under externally imposed shock or vibration.\nThe Company’s current patents run through 2026.\n\n \n\nCOMPETITION\n\n \n\nThe\nCompany experiences competition in all areas of its business. Many of the Company’s competitors are larger, have greater financial\nresources and have larger R&D and marketing staffs. The Company has a strong history of competing successfully in this environment\ndue to the quality, reliability and outstanding record of performance its products have achieved. The Company competes primarily on the\nbasis of the accuracy, performance and reliability of its products, the ability of its products to function under severe conditions,\nsuch as in space or in other extremely hostile environments, and the Company’s track record of prompt and responsive contract performance\nand technical competence. The Company has unique and broad capabilities which include quartz and rubidium-based timing references and\nspecialized RF microwave technology. With respect to very high precision products, the Company encounters fewer competitors than it does\nfor lower precision products for which there are a significant number of suppliers.\n\n \n\nThe\nCompany’s principal competition for space products is the in-house capability of its major customers such as Boeing, Northrop Grumman\nand Lockheed Martin, as well as a number of other firms capable of providing high-reliability microwave frequency generators. With respect\nto non-space products, such as systems for precision time for terrestrial secure communication and command and control, and products\nfor multiple applications in the EW market, the Company competes with larger domestic companies such as Microchip Technology Incorporated\nand Mercury Systems, Inc.\n\n \n\nThe\nCompany believes its ability to obtain raw materials, manufacture finished products, integrate them into systems and sub-systems and\ninterface these systems with highly sophisticated end-user applications provides a strong competitive edge.\n\n \n\nEMPLOYEES\n\n \n\nDue\nto the specialized nature of our business, our performance depends on identifying, attracting, developing, motivating, and retaining\na highly skilled workforce in multiple areas, including engineering, science, manufacturing, information technology, cybersecurity and\nbusiness development. The Company develops its workforce using a broad-based recruiting process to select talented individuals and by\noffering competitive compensation and benefits.\n\n \n\nThe\nCompany currently employs 242 employees (232 full-time and 10 part-time), 99% based in the U.S. No employees are represented by labor\nunions. We believe our relationships with our employees are favorable as reflected in our high retention rates.\n\n \n\nSee\n“Risk Factors” for further discussion regarding risks related to our workforce and employee relations.\n\n \n\nOTHER\nASPECTS\n\n \n\nThe\nCompany’s business is not seasonal although it expects to experience some fluctuation in revenues during the second fiscal quarter\nas a result of summer holiday periods.\n\n \n\nINFORMATION\nABOUT OUR EXECUTIVE OFFICERS\n\n \n\nThe\nexecutive officers hold office until the annual meeting of the Board of Directors following the annual meeting of stockholders, subject\nto earlier removal by the Board of Directors.\n\n \n\nThe\nnames of all executive officers of the Company and all positions and offices with the Company that they presently hold are as follows:\n\n \n\nThomas McClelland\n-\nPresident\nand Chief Executive Officer\n\n \n \n \n\nOleandro Mancini\n-\nSenior\nVice President, Business Development\n\n \n \n \n\nSteven L. Bernstein\n-\nChief\nFinancial Officer and Secretary and Treasurer\n\n \n\nThomas\nMcClelland, age 71, joined the Company as an engineer in 1984 and was elected Vice President, Commercial Products in March 1999. In fiscal\nyear 2011, Dr. McClelland’s title was modified to Vice President, Advanced Development to describe his expanded role in the Company.\nIn January 2020, Dr. McClelland’s title was modified to Senior Vice President and Chief Scientist. In July 2022, Dr. McClelland\nwas appointed the Company’s Interim President and Chief Executive Officer, in addition to his existing positions and responsibilities\nwith the Company, following the resignation of the Company’s former President and Chief Executive Officer. On January 17, 2023,\nDr. McClelland was appointed the Company’s President and Chief Executive Officer.\n\n \n\nOleandro\nMancini, age 77, joined the Company in August 2000 as Vice President, Business Development and was promoted to Senior Vice President\nin 2010. Prior to joining the Company, Mr. Mancini served from 1998 to 2000 as Vice President, Sales and Marketing at Satellite Transmission\nSystems, Inc. and from 1995 to 1998 as Vice President, Business Development at Cardion, Inc., a Siemens A.G. company. From 1987 to 1995,\nhe held the position of Vice President, Engineering at Cardion, Inc.\n\n \n\nSteven\nL. Bernstein, age 61, joined the Company in April 2010 as its Controller and was appointed to the position of Chief Financial Officer\nin April 2016. In January 2019, Mr. Bernstein was also appointed as Secretary and Treasurer of the Company, in addition to his role as\nChief Financial Officer. Prior to joining the Company, Mr. Bernstein worked in the North America accounting group of Arrow Electronics,\na Fortune 500 electronics distributor.\n\n \n\n5\n\n[Table of Contents](#TableOfContents)"}