RF Industries (RFIL) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for September 10, 2025, to elect two directors, vote on executive compensation, ratify the auditor, and address other business.

• Record date for voting is July 14, 2025, with 10,674,865 shares outstanding and entitled to vote.

• Proxy materials are primarily distributed electronically to expedite delivery, reduce costs, and conserve resources.

Voting matters and shareholder proposals

• Proposals include: election of two directors, advisory vote on frequency of say-on-pay, advisory vote on executive compensation, and ratification of CohnReznick LLP as auditor.

• Board recommends annual (one year) frequency for say-on-pay votes.

• Shareholders can submit proposals for the 2026 meeting by March 31, 2026.

Board of directors and corporate governance

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

• Chair and CEO roles are separated; Mark K. Holdsworth is Chair, Robert Dawson is CEO.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board adopted an age limit policy (no nominations for those 75+ at time of nomination).

• Code of Business Conduct and Ethics applies to all directors, officers, and employees.