Kay L. Tidwell
About Kay L. Tidwell
Kay L. Tidwell, 48, has served on RF Industries’ Board since 2022. She chairs the Nominating and Corporate Governance Committee and is a member of the Compensation Committee, and is deemed independent under Nasdaq standards. Tidwell is EVP, General Counsel, and Chief Risk Officer at Hudson Pacific Properties (NYSE: HPP), with prior legal experience at Latham & Watkins; she holds a BA in English, magna cum laude, from Yale College and a JD from Yale Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hudson Pacific Properties, Inc. (NYSE: HPP) | Executive Vice President, General Counsel & Chief Risk Officer | Joined 2010 | Oversees corporate governance, SEC/NYSE compliance, insurance, litigation, and outside counsel |
| Latham & Watkins LLP | Attorney (Los Angeles); U.S. associate, Germany | — | Advised on corporate and securities matters, including HPP’s IPO |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Hudson Pacific Properties, Inc. | EVP, General Counsel & Chief Risk Officer | Yes (NYSE: HPP) | Senior legal and risk executive; not disclosed as a director at HPP |
Board Governance
- Independence: All directors except the CEO are independent; Tidwell is independent .
- Attendance: FY2024 Board held 8 meetings; each director attended at least 75% of Board and committee meetings, and all attended the 2024 Annual Meeting .
- Committee leadership and activity:
- Nominating & Corporate Governance: Chair; 4 meetings in FY2024 .
- Compensation Committee: Member; 7 meetings in FY2024 .
- Board leadership structure: Independent Chair (Mark K. Holdsworth) separates CEO and Chair roles; ongoing evaluation of structure .
Fixed Compensation
| Fiscal Year | Cash Fees (Actual) | Stock Awards (Fair Value) | Total |
|---|---|---|---|
| FY2024 (director) | $33,000 | $70,000 | $103,000 |
Director fee schedules:
- FY2024 schedule (cash reallocation to conserve cash): Board fees $20,000 cash + $70,000 restricted stock; chair/member fees: Board Chair $15,000; Audit Chair $8,000/Member $5,000; Compensation Chair $6,000/Member $5,000; Nominating Chair $4,000/Member $4,000 .
- FY2025 schedule: Board fees $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 Chair $4,000/Member $4,000 .
Performance Compensation
Director equity grants and vesting:
| Grant Date | Shares | Fair Value | Vesting Terms |
|---|---|---|---|
| Sep 6, 2023 (Initial Director Grant) | 13,333 | $50,000 | Vests on earlier of 1 year from grant or next annual meeting |
| Nov 1, 2023 (Second Director Grant) | 6,756 | $20,000 | Vests in 4 equal quarterly installments beginning Jan 31, 2024 |
| Sep 5, 2024 (Annual Board Grant) | 13,476 | $50,000 | Vests on earlier of 1 year from grant or next annual meeting |
Compensation committee’s FY2024 bonus metrics (context for oversight):
| Participant | Revenue Weight | Adjusted EBITDA Weight | Adjusted EBITDA less Interest (per share) Weight | Subjective Performance Weight |
|---|---|---|---|---|
| CEO | 30% | 50% | 10% | 10% |
| CFO; President & COO | 20% | 50% | 10% | 20% |
FY2024 payouts (NEOs): $15,000 cash bonus each based on subjective goal achievement; minimum thresholds not met on financial metrics .
Clawback policy: All awards under the 2020 Plan subject to recoupment per the Company’s Dodd-Frank-compliant Clawback Policy .
Other Directorships & Interlocks
| Person/Entity | Relationship | Potential Interlock/Conflict Notes |
|---|---|---|
| Kay L. Tidwell at HPP | Senior executive (EVP, GC & CRO) | No RF Industries related-party transactions disclosed; Audit Committee reviews related-party matters . |
| THG Securities Fund affiliates | 8.3% beneficial owner; Chair Mark Holdsworth affiliated | Beneficial ownership disclosed; not specific to Tidwell; board independence affirmed . |
Expertise & Qualifications
- Legal, governance, and risk management expertise from senior roles at HPP; corporate & securities advisory background from Latham & Watkins .
- Yale BA (magna cum laude) and Yale JD credentials .
- Board identified her governance and compliance experience as relevant qualifications .
Equity Ownership
| As-of Date | Beneficially Owned Shares | % of Shares Outstanding | Notes |
|---|---|---|---|
| July 9, 2024 | 27,574 | <1% | Includes director equity awards; option detail not specified for Tidwell |
| July 14, 2025 | 41,050 | <1% | Ownership increase consistent with annual director equity grants |
Policies:
- Anti-hedging/anti-pledging for directors and employees (prohibits puts/calls, short sales, collars, swaps, etc.) .
- Board views director equity ownership as desirable; no explicit quantitative ownership guideline disclosed .
Shareholder Voting Signals (FY2025)
| Proposal | Outcome | Votes For | Votes Against/Withheld | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Elect Directors (Cefali; Dawson) | Passed | 4,761,792 (Cefali); 4,762,973 (Dawson) | 312,249 (Cefali withheld); 311,068 (Dawson withheld) | — | 2,689,671 |
| Say-on-Frequency | 1 year selected | 1 yr: 4,554,320 | 2 yr: 19,594; 3 yr: 365,535 | 134,592 | — |
| Say-on-Pay | Approved | 4,761,675 | 168,877 | 143,489 | 2,689,671 |
Governance Assessment
- Strengths
- Independent director with deep governance, legal, and risk credentials; chairs Nominating & Corporate Governance and serves on Compensation—positions central to board effectiveness .
- Active committees and Board cadence; each director ≥75% attendance; full Board attendance at 2024 annual meeting .
- Robust policies: anti-hedging/pledging; award-level clawbacks; explicit director compensation cap ($500k) and governance best practices in the 2020 Plan .
- Shareholder support for executive compensation and annual say-on-pay frequency (positive governance sentiment) .
- Watch items / potential conflicts
- Time commitments: full-time executive role at HPP; ensure sustained engagement and attendance trends remain strong (no specific concerns disclosed) .
- Change-of-control acceleration: director restricted stock vests upon change of control (standard for small-cap issuers but can be viewed as misaligned by some investors) .
- Cash constraints highlighted by FY2024 reallocation from cash to equity for director fees; alignment positive, but signals liquidity management at the issuer .
No related-party transactions involving Tidwell are disclosed; Audit Committee oversees related parties and whistleblower matters . No pledging or hedging by directors permitted . No explicit director stock ownership guidelines disclosed beyond a general preference for director equity .