RF Industries (RFIL) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for September 5, 2024, to address director elections, equity plan amendment, executive compensation, and auditor ratification.

• Record date for voting is July 9, 2024, with 10,361,544 shares outstanding and entitled to vote.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Election of two directors (Mark K. Holdsworth and Kay L. Tidwell) for three-year terms expiring at the 2027 Annual Meeting.

• Proposal to amend the 2020 Equity Incentive Plan, increasing available shares by 1,000,000 to 2,250,000.

• Advisory vote on executive compensation (say-on-pay) for named executive officers.

• Ratification of CohnReznick LLP as independent registered public accounting firm for fiscal year ending October 31, 2024.

• Shareholders may submit proposals for the 2025 meeting by March 29, 2025.

Board of directors and corporate governance

• Board consists of five members, majority independent, with staggered three-year terms.

• Separate Chair (Holdsworth) and CEO (Dawson) roles; board believes this structure enhances oversight.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and (until Nov 2023) Strategic Planning and Capital Allocation.

• Board diversity matrix: 2 female, 3 male directors; 1 Asian, 3 White.

• Directors must be under 75 at nomination; all attended at least 75% of meetings in FY2023.