Mark K. Holdsworth
About Mark K. Holdsworth
Mark K. Holdsworth (age 59) has served on RF Industries’ Board since December 31, 2020; he is the independent Chair of the Board (appointed June 2021) and sits on the Audit and Nominating & Corporate Governance Committees . He is Managing Partner of The Holdsworth Group (founded 2019); previously co‑founded and led Tennenbaum Capital Partners (1999–2018) and was a Managing Director at BlackRock through April 2019; he is also a director of Parsons Corporation (NYSE: PSN) and formerly chaired its Corporate Governance & Responsibility Committee . His credentials include a BA (Pomona College), BS with Honors (Caltech), and MBA (Harvard Business School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tennenbaum Capital Partners (acquired by BlackRock) | Co‑Founder, Managing/Operating Partner | 1999–2018 | Built/led multi‑strategy investing platform |
| BlackRock, Inc. | Managing Director | 2018–Apr 2019 | Integration/leadership post‑acquisition of TCP |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Holdsworth Group, LLC | Managing Partner | 2019–present | Capital partner/advisor for family offices and corporations |
| Parsons Corporation (NYSE: PSN) | Director | Current | Former Chair of Corporate Governance & Responsibility Committee; former Executive Committee member |
Board Governance
- Independent status: The Board determined all directors other than the CEO are independent under Nasdaq rules; Holdsworth is an independent director .
- Leadership structure: RF Industries separates Chair and CEO; Holdsworth (independent) is Chair, enhancing oversight and feedback channels to management .
- Committees: Member, Audit Committee (Audit also reviews related‑party transactions and oversees cybersecurity); Member, Nominating & Corporate Governance Committee .
- Attendance: FY2024 Board held 8 meetings; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Governance policies: Anti‑hedging and anti‑pledging policy for directors/officers/employees ; equity awards subject to clawback under Dodd‑Frank‑compliant policy (2020 Plan) .
Fixed Compensation
- Director fee framework (FY2025 cycle): Annual board fee of $90,000 ($40,000 cash; $50,000 restricted stock) plus role‑based cash fees: Board Chair $25,000; Audit Chair/Member $8,000/$5,000; Compensation Chair/Member $6,000/$5,000; Nominating & Corporate Governance Chair/Member $4,000/$4,000 .
- Cash‑conservation (FY2024): Board reallocated $20,000 of cash fees into stock (resulting in $20,000 cash; $70,000 stock) and the Chair’s fee was temporarily reduced to $15,000 (later reinstated to $25,000 for the next cycle) .
| Director (FY2024) | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| Mark K. Holdsworth | 44,000 | 70,000 | – | – | 114,000 |
| Role-Based Cash Fees (Effective Sept 5, 2024) | Chair ($) | Member ($) |
|---|---|---|
| Board | 25,000 | – |
| Audit Committee | 8,000 | 5,000 |
| Compensation Committee | 6,000 | 5,000 |
| Nominating & Corporate Governance | 4,000 | 4,000 |
Performance Compensation
- Director equity design: Annual restricted stock grants; time‑based vesting (no performance conditions). Awards vest on the earlier of one year from grant or the next annual meeting (or in four quarterly installments for certain grants) .
| Director Equity Grants | Grant Date | Shares | Indicative Fair Value Basis | Vesting Schedule |
|---|---|---|---|---|
| Annual Board RS (FY2024 cycle) | 2023‑09‑06 | 13,333 | $50,000 (via $3.75/sh) | Earlier of 1 year or next annual meeting |
| Reallocated RS (cash→equity) | 2023‑11‑01 | 6,756 | $20,000 (via $2.96/sh) | 4 equal quarterly installments starting 2024‑01‑31 |
| Annual Board RS (FY2025 cycle) | 2024‑09‑05 | 13,476 | $50,000 (via $3.71/sh) | Earlier of 1 year or next annual meeting |
- Company performance metric framework (for NEO annual bonus oversight reference): FY2024 metrics and weights were Revenue (30%), Adjusted EBITDA (50%), Adjusted EBITDA less interest per share (10%), and individual performance (10%); despite thresholds not being met, small discretionary bonuses were paid for partial personal goal achievement ($15,000 each to CEO/CFO/President) .
| FY2024 Executive Bonus Metrics | Weight |
|---|---|
| Revenue | 30% |
| Adjusted EBITDA | 50% |
| Adjusted EBITDA – interest per share | 10% |
| Individual performance | 10% |
Other Directorships & Interlocks
| Company | Ticker | Role | Committees/Notes |
|---|---|---|---|
| Parsons Corporation | PSN | Director | Former Chair, Corporate Governance & Responsibility Committee; former Executive Committee member |
Expertise & Qualifications
- Investment and board governance expertise from senior roles in private credit/equity (TCP) and large‑cap asset management (BlackRock); prior committee leadership at a public company (Parsons) .
- Advanced quantitative and business training (BS Caltech, MBA Harvard) supporting capital allocation and oversight; BA Pomona College .
Equity Ownership
- Significant “skin‑in‑the‑game”: Holdsworth beneficially owns 877,259 RFIL shares (8.2% of outstanding 10,674,865 as of July 14, 2025) .
- Ownership structure includes both personal and fund‑related holdings through THG Securities Fund, L.P.; footnotes indicate 78,662 shares with sole voting power and 629,352 shares with shared voting power via fund governance per SC 13D/A (Apr 24, 2023) .
- Anti‑hedging and anti‑pledging policy applies to directors, enhancing alignment and reducing risk of adverse incentives .
| Holder | Beneficial Shares | % Outstanding |
|---|---|---|
| Mark K. Holdsworth | 877,259 | 8.2% |
| Affiliates of THG Securities Fund, L.P. | 889,809 | 8.3% |
| Shares Outstanding (for reference) | 10,674,865 | – |
Note: Footnotes describe Mr. Holdsworth’s role as founder of The Holdsworth Group, which manages the GP/manager of THG Securities Fund, L.P.; thus he may be deemed a beneficial owner of shares held by the fund (shared voting/investment power) .
Governance Assessment
-
Positives
- Independent Chair separate from CEO supports effective oversight and feedback on management performance .
- Active committee roles (Audit; Nominating & Corporate Governance) and strong attendance (≥75%) signal engagement; full Board attendance at 2024 annual meeting .
- Clear conduct policies (anti‑hedge/pledge) and clawback coverage under the equity plan align with shareholder interests .
- Shareholder support: 2024 say‑on‑pay passed with 5,565,508 For vs 298,275 Against (high approval), indicating investor confidence in pay practices .
-
Watch items / potential conflicts
- Ownership/control ties: As GP/manager of a fund that is an ~8% holder, Holdsworth is both Board Chair and significant shareholder representative; while he meets Nasdaq independence criteria, this concentration warrants continued monitoring for potential perceived conflicts in strategic or capital allocation decisions; Audit Committee is designated to review related‑party transactions .
- Liquidity conservatism in FY2024 (reallocating director cash fees to equity; temporarily reducing Chair fee) was prudent but underscores sensitivity to cash—investors should monitor how this evolves with performance and capital needs .
-
Overall view: Holdsworth brings deep investment and governance expertise, is a highly engaged and independent Chair with substantial skin‑in‑the‑game. The principal governance consideration is his dual role as Chair and affiliated major holder (via THG), which elevates alignment and influence; the Board’s committee structure and related‑party oversight mitigate, but do not eliminate, perceived conflict risk .