Gerald T. Garland
About Gerald T. Garland
Gerald T. Garland (age 75) has served on RF Industries’ Board since 2017; he currently chairs the Audit Committee, sits on the Compensation Committee, and is designated an “audit committee financial expert.” He is the CEO and Co‑Founder of Life, Leadership and Legacy (LLL) and holds an MBA (Finance) from Loyola University and a BS in Business Management and Accounting from Towson University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TESSCO Technologies | Senior Vice President, Solutions Development & Product Management; SVP, Commercial Division | 2003–2015 | Publicly traded wireless distributor; senior operating leadership |
| American Express Tax & Business Services | Director of Business Development | 2002–2003 | Led expanded asset recovery capability for Fortune 1000 companies |
| Mentor Technologies | Chief Financial Officer | 2000–2001 | CFO of online Cisco certification training developer |
| TESSCO Technologies | Chief Financial Officer & Treasurer | 1993–1999 | Oversaw IPO and significant sales expansion |
| Bank of America; Stanley Black & Decker | Leadership positions | Not disclosed | Early career leadership roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Life, Leadership and Legacy (LLL) | CEO & Co‑Founder | Current | Executive coaching/leadership firm |
| World Trade Center Institute | Vice Chairman; Executive Committee member | Current | Non‑profit leadership |
| Greenspring Advisors | Advisory Board member | Current | Advisory role |
| First Fruits Farm, Inc. | Development Committee | Current | Non‑profit service |
| SOZO Children | Board member; Senior Adviser | 2011–2020; 2020–present | Non‑profit governance/advisory |
| Other public company directorships | — | — | No other public company boards disclosed in RFIL’s proxy for Mr. Garland |
Board Governance
- Committee assignments: Audit Committee (Chair); Compensation Committee (Member) .
- Independence: Board determined all non‑CEO directors (including Mr. Garland) are independent under Nasdaq standards .
- Attendance and engagement: In FY2024 the Board met 8 times; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Committee activity: Audit (5 meetings), Compensation (7 meetings), Nominating & Corporate Governance (4 meetings in FY2024) .
- Audit Committee report: Recommended inclusion of FY2024 audited financials in the Form 10‑K and retained CohnReznick LLP for FY2025 .
- Board leadership: Independent Chair separate from CEO (Chair: Mark Holdsworth) .
- Board age policy: The Board adopted a policy that nominees who have attained age 75 at the time of nomination are ineligible; Mr. Garland is 75 (implications for future re‑nomination depend on timing) .
Fixed Compensation
| Year (Fiscal) | Cash Fees | Stock Awards | Option Awards | All Other | Total |
|---|---|---|---|---|---|
| 2022 | $37,500 | $37,500 | $0 | $0 | $75,000 |
| 2023 | $62,000 | $50,000 | $0 | $0 | $112,000 |
| 2024 | $38,000 | $70,000 | $0 | $0 | $108,000 |
Board fee policy (effective Sept 5, 2024 for next year ending with 2025 annual meeting): $90,000 per director ($40,000 cash; $50,000 restricted stock). Chair/member fees: Board Chair $25,000; Audit Chair $8,000 / Member $5,000; Compensation Chair $6,000 / Member $5,000; Nominating & Corporate Governance Chair $4,000 / Member $4,000. Restricted stock vests at the earlier of one year or the next annual meeting; cash fees pay quarterly in arrears. On Sept 5, 2024 each director (including Mr. Garland) received 13,476 restricted shares (fee ÷ $3.71 grant‑date price) .
Performance Compensation
| Grant Date | Instrument | Shares | Valuation Basis / Fair Value | Vesting Terms |
|---|---|---|---|---|
| Sep 6, 2023 | Restricted Stock | 13,333 | $50,000 total; $3.75 per share used to size grant | Vests at earlier of 1 year from grant or next annual meeting |
| Nov 1, 2023 | Restricted Stock | 6,756 | $20,000 total; $2.96 per share used to size grant | Vests in 4 equal installments beginning Jan 31, 2024, quarterly thereafter |
| Sep 5, 2024 | Restricted Stock | 13,476 | $50,000 total; $3.71 per share used to size grant | Vests at earlier of 1 year from grant or next annual meeting |
Notes:
- Directors are paid in cash and time‑based restricted stock; no director options were granted in these periods .
- The Board reallocated $20,000 of annual director cash compensation to equity in FY2024 to conserve cash, increasing equity mix to $70,000 for that year .
Other Directorships & Interlocks
- Public company boards: None disclosed for Mr. Garland in the RFIL proxy .
- Network overlap: Mr. Garland and RFIL’s CEO Robert Dawson both previously worked at TESSCO Technologies (Garland: CFO 1993–1999; SVP 2003–2015; Dawson: multiple executive roles 2007–2013), which can aid industry insight but warrants continued independence mindfulness .
Expertise & Qualifications
- Audit committee financial expert (as designated by the Board) .
- Board‑identified strengths: leadership in financial management, product and sales management, solutions development, and global sourcing; extensive industry experience as CFO and SVP at a public wireless distributor .
- Education: MBA (Finance) – Loyola University; BS (Business Management & Accounting) – Towson University .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Outstanding | As‑of Date | Notes |
|---|---|---|---|---|
| Gerald T. Garland | 134,044 | 1.3% | July 14, 2025 | Shares outstanding: 10,674,865 |
Policy safeguards:
- Anti‑hedging and anti‑pledging policy prohibits hedging/pledging of company stock by directors, officers, and employees .
- The Nominating & Corporate Governance Committee believes directors should own equity to align interests (no specific multiple disclosed) .
Governance Assessment
Strengths
- Independent director, Audit Chair, and designated financial expert; committee independence affirmed under Nasdaq rules .
- Strong ownership alignment for a small cap (1.3% beneficial ownership) and meaningful equity component in director pay .
- Board structure separates Chair and CEO; all directors met attendance thresholds and attended the 2024 Annual Meeting .
- Anti‑hedging/pledging policy reduces misalignment risks .
Watch items / potential red flags
- Age‑limit policy vs. director age: Board policy disallows nomination at or above age 75 at nomination; Mr. Garland is 75, implying potential succession/transition considerations at the next nomination cycle depending on timing .
- Prior‑employer overlap with the CEO (TESSCO) may create collegiality bias; continued focus on rigorous committee oversight helps mitigate this .
- FY2024 shift to higher equity mix for directors to conserve cash is notable for liquidity management; equity time‑based vesting (vs. performance‑based) modestly dilutes pay‑for‑performance linkage for directors, though such structures are common for non‑employee directors .