RF INDUSTRIES, LTD. (NASDAQ:RFIL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

RF INDUSTRIES, LTD. (NASDAQ:RFIL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 3, 2018, the Board also adopted corporate goals for the determination of cash and equity bonuses to be paid to the Company’s two named officers and to certain officers for the 2019 fiscal year. Under the plan adopted by the Board, cash and/or equity bonuses, if any, will be paid to qualified participating officers of the Company and its subsidiaries based upon (i) the achievement of specified corporate goals and (ii) a review of the subjective personal performance and contribution of each of the officers. The subjective performance of each officer will be evaluated and determined, in its sole discretion, by the Compensation Committee of the Board after consultation with the Company’s Chief Executive Officer. The corporate goals will apply to all participating officers.

The maximum target bonus payable to participating officers if 50% of the goals are achieved will range from 15% of the recipient’s annual salary to 50% of the recipient’s 2019 base salary for the senior executive officers, including Mr. Dawson and Mr. Turfler. Cash bonuses and equity compensation (in the form of either stock options or restricted stock) will be based on the Company’s earnings per share (before payment of bonuses) (“EPS”) for the fiscal year ending October 31, 2019. The maximum bonus payable to each participating officer is subject to reduction based upon the subjective performance of such participating officer (performance criteria include the development and execution of strategic plans, the operations of that officer’s business unit, the exercise of leadership by the officer, the support and development of management and other employees, and the contribution of such officer to the improvement in the Company’s overall business activities and profitability). The Board and 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 change in Company’s business, including changes due to acquisitions or dispositions of businesses or product lines. The 2019 bonuses will be paid within 75 days after the end to the fiscal year to participating officers who are employed with the Company on the date of payment.

The Company’s Chief Executive Officer will participate in the 2019 bonus plan. Under his employment agreement, the Chief Executive Officer currently is entitled to a cash bonus of up to 50% of his annual base salary. Under the 2019 bonus plan, the maximum cash bonus payable to all participating officers, including the Chief Executive Officer, has been increased to 75% of their 2019 base salaries if the Company achieves 150% of its performance targets. Accordingly, the Chief Executive Officer could receive a larger year-end bonus under the 2019 Company bonus plan than under his employment agreement if he and the Company substantially exceed the Company’s target goals.


About RF INDUSTRIES, LTD. (NASDAQ:RFIL)

RF Industries, Ltd. designs, manufactures and markets interconnect products and systems, including coaxial and specialty cables, and fiber optic cables. The Company’s segments include RF Connector and Cable Assembly, Medical Cabling and Interconnector, and Custom Cabling Manufacturing and Assembly. It operates through five divisions, which include Connector and Cable Assembly Division, which designs, manufactures and distributes coaxial connectors and cable assemblies that are integrated with coaxial connectors; the Bioconnect Division, which manufactures and distributes cabling and interconnect products to the medical monitoring market; Cables Unlimited Division, which operates through Cables Unlimited, Inc., a subsidiary of the Company; Comnet Telecom Supply Division, which operates through Comnet Telecom Supply, Inc., a subsidiary of the Company, and the Rel-Tech Electronics Division, which operates through Rel-Tech Electronics, Inc., a subsidiary of the Company.

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