ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 31, 2020, the Board of Directors of RF Industries, Ltd. (the
"Company") appointed Mark K. Holdsworth as a director and new member of the
Board, effective immediately. Mr. Holdsworth was appointed to fill the vacancy
created by the recent retirement of Howard Hill. Mr. Holdsworth was also
appointed as a member of the Board's Nominating and Corporate Governance
Committee, Audit Committee and Compensation Committee.
Mark K. Holdsworth, 55, is the Managing Partner of The Holdsworth Group, LLC
("THG"), which he founded in 2019. THG is a trusted capital partner, advisor,
and curator of alternative investments for family offices and corporations
worldwide. From 1999-2018, Mr. Holdsworth was a Co-Founder, Managing Partner and
Operating Partner of Tennenbaum Capital Partners, LLC ("TCP"), a Los
Angeles-based private multi-strategy investment firm that was acquired by
BlackRock, Inc. in August 2018, and was a Managing Director at BlackRock until
April 2019. Mr. Holdsworth is currently a director of Parsons Corporation (NYSE:
PSN), where he serves as Chairman of the Corporate Governance and Responsibility
Committee, and as a member of the Executive Committee. Mr. Holdsworth earned a
Bachelor of Arts degree from Pomona College, a Bachelor of Science degree (with
Honors) from the California Institute of Technology and a Master of Business
Administration degree from Harvard Business School.
Mr. Holdsworth will be compensated under the Company's director compensation
program as in effect from time to time, as most recently described in the
Company's 2020 proxy statement filed with the Securities and Exchange Commission
(the "SEC") on July 22, 2020. As part of his annual compensation, Mr. Holdsworth
was granted 3,334 shares of the restricted stock, which shares will vest
quarterly through September 15, 2021. Mr. Holdsworth will also enter into the
Company's standard indemnification agreement for directors, the form of which
was filed as Exhibit 10.21 to the Company's Annual Report on Form 10-K, filed
with the SEC on December 29, 2020.
The Company agreed to appoint Mr. Holdsworth to the Board in connection with his
acquisition of shares of the Company's common stock from Mr. Hill in a private
transaction, in which Mr. Hill elected to resign from the Board. There are no
other arrangements or understandings between Mr. Holdsworth and any other
persons pursuant to which he was chosen as a director of the Company. There are
no family relationships between Mr. Holdsworth and any of the Company's
directors, executive officers, or persons nominated or chosen by the Company to
become a director. Mr. Holdsworth is not a party to any current or proposed
transaction with the Company for which disclosure is required under Item 404(a)
of Regulation S-K.
Item 8.01. Other Events.
On January 5, 2021, the Company issued a press release announcing the
appointment of Mr. Holdsworth as a director. The full text of the press release
is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press release dated January 5, 2021.
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