Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Management Fiscal Year 2022 Bonus
On January 10, 2022, the Board of the Directors (the "Board") of RF Industries,
Ltd. (the "Corporation") adopted certain quantitative and qualitative corporate
goals for the determination of cash and equity bonuses to be paid to certain
officers for the 2022 fiscal year ended October 31, 2022 ("fiscal 2022"). On
January 11, 2023, the Board reviewed the performance of the various participants
under the fiscal 2022 incentive bonus plan and approved bonus payments for the
participants based on their varying individual performance levels. The Board
determined that the Chief Executive Officer and President Robert Dawson, Chief
Financial Officer, Treasurer and Secretary Peter Yin, and Chief Operating
Officer Ray Bibisi met certain of the goals established for them under the 2022
incentive bonus plan and, accordingly, the Board granted Mr. Dawson a cash bonus
of $243,687, Mr. Yin a cash bonus of $102,713, and Mr. Bibisi a cash bonus of
$78,435.
Salary Increase of Chief Executive Officer, Chief Financial Officer and Chief
Operating Officer
On January 11, 2023, the Board approved increasing the annual base salary of
certain officers, including increasing Mr. Dawson from $435,000 to $445,000, Mr.
Yin from $275,000 to $285,000, and Mr. Bibisi from $210,000 to $220,000, with
all salary increases to take effect retroactively to January 1, 2023.
Equity Awards
In order to provide long term incentives to the Corporation's officers and
managers, on January 11, 2023, the Board granted participating officers and
managers shares of restricted stock and options to purchase the Corporation's
common stock pursuant to the Corporation's 2020 Equity Incentive Plan. Provided
the participating officer or manager is still employed with the Corporation or
its subsidiaries on the following dates, the shares of restricted stock and the
options shall vest over four years as follows: (i) one-quarter of the restricted
shares and options shall vest on January 11, 2024; and (ii) the remaining
restricted shares and options shall vest in twelve equal quarterly installments
over the next three years, commencing with the first quarter following January
11, 2024. The options have a ten-year term and an exercise price of $5.59 per
share (which was the closing price of the Corporation's common stock on the date
of grant).
Mr. Dawson, the Corporation's Chief Executive Officer and President, was granted
31,818 shares of restricted stock and options to purchase 63,636 shares of
common stock at an exercise price of $5.59 per share (the closing price of the
Corporation's common stock on the date of grant), Mr. Yin, the Corporation's
Chief Financial Officer, was granted 11,364 shares of restricted stock and
options to purchase 22,727 shares of common stock at an exercise price of $5.59
per share, and Mr. Bibisi, the Corporation's Chief Operating Officer, was
granted 5,455 shares of restricted stock and options to purchase 10,909 shares
of common stock at an exercise price of $5.59 per share.
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