Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Management Fiscal Year 2021 Bonus
On January 12, 2021, the Board of the Directors (the "Board") of RF Industries,
Ltd. (the "Company") adopted certain quantitative and qualitative corporate
goals for the determination of cash and equity bonuses to be paid to certain
officers for the 2021 fiscal year ended October 31, 2021 ("fiscal 2021"). On
January 10, 2022, the Board reviewed the performance of the various participants
under the fiscal 2021 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 Revenue Officer
Ray Bibisi met certain of the goals established for them under the 2021
incentive bonus plan and, accordingly, the Board granted Mr. Dawson a cash bonus
of $143,331, Mr. Yin a cash bonus of $67,450, and Mr. Bibisi a cash bonus of
$67,450.
Salary Increase of CEO, CFO and CRO
On January 10, 2022, the Board approved increasing the annual base salary of
certain officers, including increasing Mr. Dawson from $425,000 to $435,000, Mr.
Yin from $200,000 to $275,000, and Mr. Bibisi from $200,000 to $210,000, with
all salary increases to take effect retroactively to November 1, 2021, the first
day of fiscal 2022.
Adoption of Fiscal Year 2022 Management Incentive Equity and Cash Compensation
Plan
On January 10, 2022, the Board adopted an annual incentive compensation plan for
officers (including the Company's named executive officers) and certain senior
managers of the Company and its subsidiaries for the fiscal year ending October
31, 2022 (the "2022 Compensation Plan"). Under the 2022 Compensation Plan, each
participant (i) received an equity award as a long-term incentive, and (ii) is
eligible to receive a cash payment after the end of the fiscal year as a
short-term incentive.
Equity Awards. In order to provide long term incentives to the Company's
officers and managers, on January 10, 2022, the Board granted participating
officers and managers shares of restricted stock and options to purchase the
Company's common stock. Provided the participating officer or manager is still
employed with the Company 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 10, 2023;
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 10, 2023. The options have a ten-year term and an
exercise price of $7.11 per share (which was the closing price of the Company's
common stock on the date of grant).
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Mr. Dawson, the Company's President and Chief Executive Officer, is a
participant in the 2022 Compensation Plan and was granted 23,333 shares of
restricted stock and options to purchase 46,667 shares of common stock at an
exercise price of $7.11 (the closing price of the Company's common stock on the
date of grant), Mr. Yin, the Company's Chief Financial Officer, was granted
8,333 shares of restricted stock and options to purchase 43,334 shares of common
stock at an exercise price of $7.11 (consisting of an annual grant of 16,667
options and a special one-time grant of 26,667 options in recognition of his
value to the Company and as a retention measure), and Mr. Bibisi, the Company's
Chief Revenue Officer, was granted 4,000 shares of restricted stock and options
to purchase 8,000 shares of common stock at an exercise price of $7.11.
Cash Incentives. Under the 2022 Compensation Plan, cash incentive bonuses, if
any, will be paid to certain officers and senior managers based upon (i) the
Company's achievement of specified financial goals and (ii) on the Board's
discretionary review of each participant's performance during fiscal 2022. The
corporate goals will apply equally to all participating officers and managers.
The subjective performance of each officer will be evaluated and determined by
the Compensation Committee, in its sole discretion, after consultation with the
Company's Chief Executive Officer.
The minimum, target and maximum cash bonus payable to the Chief Executive
Officer is, respectively, 0%, 75% and 112.5% of his annual base salary,
depending on achievement of the specified goals. For the other participants, the
minimum bonus is 0%, the target bonuses range from 15% to 50% of base pay, and
the maximum cash bonus payable ranges from to 22.5% to 75% of the recipient's
fiscal 2022 annual base salary. Bonuses will be weighted and based on (i) the
Company's achievement of certain fiscal 2022 revenues (weighted 30%), (ii)
fiscal 2022 adjusted earnings before interest, taxes, depreciation and
amortization (EBITDA) (weighted 60%), and (iii) a subjective evaluation of each
individual's performance (weighted 10%). The calculation of adjusted EBITDA will
exclude the impact of one-time charges related to any business acquisitions or
dispositions effected during the year, severance payments, moving costs, the
impact of the Federal Paycheck Protection Program loans the Company has
received, earn-out payments or reversals, other non-recurring items, executive
bonus payments and equity compensation expenses accrued to management. The Board
and the Compensation Committee reserve the right to modify these goals, criteria
and target percentage at any time, and to grant bonuses to the participants even
if the performance goals are not met. In addition, the Board and Compensation
Committee may modify the bonus plan targets to reflect significant changes in
Company's business, including changes due to acquisitions or dispositions of
businesses or product lines. The 2022 bonuses will be paid within 75 days after
the end to the fiscal year to participating officers and managers who are
employed with the Company or its subsidiaries on the date of payment.
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