Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 29, 2020, the Board of Directors (the "Board") of RF Industries, Ltd.
(the "Company") appointed Peter Yin as the Company's Interim Chief Financial
Officer and new Corporate Secretary, both effective as of July 11, 2020, and
increased Mr. Yin's annual base salary from $175,000 to $187,000.
On January 12, 2021 the Board promoted Mr. Yin to Chief Financial Officer. On
January 12, 2021 the Board also increased Mr. Yin's annual base salary to
$200,000.
Mr. Yin, who is a Certified Public Accountant, joined the Company in September
2014 and has served as the Company's Senior Vice President, Finance & Operations
since November 2019. Prior to joining the Company, Mr. Yin worked at Sony
Corporation of America in Corporate Audit and at Grant Thornton in the Assurance
practice.
Adoption of Fiscal Year 2021 Management Incentive Equity and Cash Compensation
Plan
On January 12, 2021, 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, 2021 (the "2021 Compensation Plan"). Under the 2021 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 12, 2021 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 12, 2022;
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 12, 2022. The options have a ten-year term and an
exercise price of $4.98 per share (which was the closing price of the Company's
common stock on the date of grant).
Mr. Dawson, the Company's President and Chief Executive Officer, also is a
participant in the 2021 Compensation Plan and was granted 21,000 shares of
restricted stock and options to purchase 42,000 shares of common stock at an
exercise price of $4.98 (the closing price of the Company's common stock on the
date of grant), and Mr. Yin, the Company's Chief Financial Officer, was granted
5,000 shares of restricted stock and options to purchase 10,000 shares of common
stock at an exercise price of $4.98.
Cash Incentives. Under the 2021 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 2021. 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.
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The maximum target cash bonus payable to participants if all of the goals are
achieved will range from 15% to 50% of the recipient's fiscal 2021 annual base
salary. Bonuses will be weighted and based on (i) the Company's achievement of
certain fiscal 2021 revenues (weighted 30%), (ii) fiscal 2021 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 any business
acquisitions or dispositions effected during the year, the impact of the Federal
Paycheck Protection Program loans the Company has received, 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 2021 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.
Item 8.01 Other Events.
On January 19, 2021, the Company issued a press release announcing the
appointment of Peter Yin as the Company's Chief Financial Officer. 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 19, 2021.
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