Peter Yin
About Peter Yin
Peter Yin is Chief Financial Officer of RF Industries; he was appointed Interim CFO and Corporate Secretary effective July 11, 2020, promoted to CFO on January 12, 2021, and additionally appointed Treasurer on December 10, 2021; he is 42 years old, a CPA and Certified Fraud Examiner, with a B.S. in Accountancy from the University of San Diego, and prior roles at Sony Corporation of America (Corporate Audit, 2010–2014) and Grant Thornton (Assurance, 2006–2010) . Company pay-versus-performance disclosures show cumulative TSR index values of 126 (FY22), 69 (FY23), and 97 (FY24), alongside net income of $1.448M (FY22), $(3.078)M (FY23), and $(6.599)M (FY24), framing a challenging operating backdrop during his tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RF Industries | Corporate Controller | Sep 2014–Nov 2019 | Built finance controls; prepared organization for scale |
| RF Industries | SVP, Finance & Operations | Nov 2019–Jul 2020 | Led finance and operations prior to CFO promotion |
| RF Industries | Interim CFO & Corporate Secretary | Jul 2020–Jan 2021 | Stabilized finances; transition leadership |
| RF Industries | Chief Financial Officer (and Treasurer from Dec 2021) | Jan 2021–present | Executive finance leadership through transformation; investor relations signatory |
| Sony Corporation of America | Corporate Audit | 2010–2014 | Internal audit; compliance and controls |
| Grant Thornton | Assurance | 2006–2010 | External audit; financial reporting rigor |
External Roles
No external board or public company directorships are mentioned in Company disclosures for Mr. Yin .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $275,000 | $283,333 | $285,000 |
| Target Bonus (% of Base) | 50% | 50% | 50% |
| Actual Cash Bonus Paid ($) | $102,713 (earned ~37.4% per plan) | $0 (minimum thresholds not met) | $15,000 (subjective personal component only) |
Performance Compensation
| Year | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| FY 2023 | Revenue | 30% | Not disclosed | Below minimum threshold | $0 | Annual cash; paid if eligible |
| FY 2023 | Adjusted EBITDA | 60% | Not disclosed | Below minimum threshold | $0 | Annual cash |
| FY 2023 | Subjective Performance | 10% | Discretionary | Not disclosed | $0 (overall plan thresholds unmet) | Annual cash |
| FY 2024 | Revenue | 20% | Not disclosed | Company did not meet minimum thresholds | Included in $15,000 personal bonus | Paid within 75 days post FY end |
| FY 2024 | Adjusted EBITDA | 50% | Not disclosed | Company did not meet minimum thresholds | Included in $15,000 personal bonus | Paid within 75 days post FY end |
| FY 2024 | Adjusted EBITDA less interest per share | 10% | Not disclosed | Company did not meet minimum thresholds | Included in $15,000 personal bonus | Paid within 75 days post FY end |
| FY 2024 | Subjective Performance | 20% | Discretionary | Partial achievement | $15,000 | Paid within 75 days post FY end |
Equity Ownership & Alignment
| As of Record Date | Total Beneficial Ownership (shares) | Ownership (%) | Shares Outstanding | Options Exercisable within 60 Days (included in beneficial) | Hedging/Pledging |
|---|---|---|---|---|---|
| Jul 14, 2025 | 235,543 | 2.2% | 10,674,865 | 116,990 | Company prohibits hedging and pledging for officers/directors |
- Stock ownership guidelines are referenced as a program goal in long-term equity design, but specific multiples or compliance status are not disclosed .
Equity Grants and Vesting
| Grant Date | Award Type | Shares/Options | Exercise Price | Vesting Start | Vesting Schedule | Expiration |
|---|---|---|---|---|---|---|
| Jan 11, 2024 | Restricted Stock | 20,883 | n/a | Jan 11, 2025 | 25% at 1-year; remaining in 12 equal quarterly installments over 3 years | n/a |
| Jan 11, 2024 | Options | 41,667 | $3.01 | Jan 11, 2025 | 25% at 1-year; remaining in 12 equal quarterly installments over 3 years | Jan 11, 2034 |
| Jan 11, 2023 | Restricted Stock | 11,364 | n/a | Jan 11, 2024 | 25% at 1-year; remaining in 12 equal quarterly installments over 3 years | n/a |
| Jan 11, 2023 | Options | 22,727 | $5.46 | Jan 11, 2024 | 25% at 1-year; remaining in 12 equal quarterly installments over 3 years | Jan 10, 2033 |
| Jan 12, 2021 | Restricted Stock | 5,000 | n/a | Jan 12, 2022 | 25% at 1-year; remaining in 12 equal quarterly installments over 3 years | n/a |
| Jan 12, 2021 | Options | 10,000 | $4.98 | Jan 12, 2022 | 25% at 1-year; remaining in 12 equal quarterly installments over 3 years | Jan 12, 2031 |
Outstanding Options (as of Oct 31, 2024)
| Exercise Price | Exercisable (#) | Unexercisable (#) | Notes | Expiration |
|---|---|---|---|---|
| $2.40 | 32,000 | 24,000 (annual 8,000 vest) | Grants from Dec 13, 2017; vests 8,000 shares annually | Jan 6, 2030 |
| $6.40 | 3,752 | — | — | Jan 9, 2030 |
| $4.98 | 9,375 | 625 | 25% at Jan 12, 2022; quarterly thereafter | Jan 12, 2031 |
| $7.11 | 29,792 | 13,542 | 25% at Jan 10, 2023; quarterly thereafter | Jan 10, 2032 |
| $5.46 | 9,943 | 12,784 | 25% at Jan 11, 2024; quarterly thereafter | Jan 11, 2033 |
| $3.01 | — | 41,667 | 25% at Jan 11, 2025; quarterly thereafter | Jan 11, 2034 |
Employment Terms
- At-will employment; Mr. Yin has no written employment agreement; FY2024 base salary $285,000 .
- Change-of-control treatment under 2020 Equity Incentive Plan and 2010 Plan: unvested stock options and restricted shares vest in full immediately prior to consummation of a Corporate Transaction if continuous service has not terminated; options must be exercised at or before effective time or they terminate .
- Clawback policy applies to all awards under the 2020 Plan per Dodd-Frank and exchange rules; awards can be subject to recoupment .
- Anti-hedging and anti-pledging policies restrict officers and directors from hedging or pledging Company stock (e.g., puts/calls, collars, swaps, short sales) .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Cumulative TSR (initial $100 investment) | 126 | 69 | 97 |
| Net Income (Loss) ($ thousands) | $1,448 | $(3,078) | $(6,599) |
- Annual bonus frameworks explicitly tied to revenue and adjusted EBITDA, plus a subjective component; in FY2023 all NEO bonuses were $0 due to failing minimum thresholds; in FY2024, Company again missed minimum thresholds, but a discretionary personal component yielded $15,000 for Mr. Yin .
Compensation Structure Analysis
- Year-over-year cash vs equity mix: Mr. Yin’s cash bonuses fell from $102,713 (FY22) to $0 (FY23) and $15,000 (FY24), increasing reliance on time-based equity awards in FY23–FY24 .
- Equity design: continued use of both restricted stock and options; FY2022 featured a larger one-time option grant (43,334 options total across annual and special grant), followed by smaller annual awards in FY2023–FY2024 (22,727 and 41,667 options, respectively) .
- Performance metrics: focus on revenue and adjusted EBITDA remained central, with FY2024 weights for CFO at 20% revenue, 50% adjusted EBITDA, 10% adjusted EBITDA less interest per share, and 20% subjective; FY2023 weights were 30% revenue, 60% adjusted EBITDA, and 10% subjective .
- Clawback and anti-hedging/pledging: governance-aligned features embedded; no repricing allowed without stockholder approval .
Vesting Schedules and Potential Insider Selling Pressure
- Time-based RS/option grants vest 25% at the 1-year anniversary, then in 12 equal quarterly installments over the next three years; for FY2024 grants this implies initial vest on January 11, 2025, then quarterly through 2028, creating a steady cadence of share delivery and potential liquidity events .
- As of July 14, 2025, Mr. Yin beneficially owned 235,543 shares (2.2% of outstanding) with 116,990 shares acquirable via options within 60 days—suggesting near-term exercisability capacity; Company’s anti-hedging/anti-pledging policy mitigates leverage-related selling pressure .
Equity Ownership & Alignment Details (Beneficial Ownership Table Context)
- Beneficial ownership includes options exercisable within 60 days; Company shares outstanding were 10,674,865 at record date; Mr. Yin’s stake was 2.2% including 116,990 option shares within 60 days .
- Directors and officers collectively held 18.6% of outstanding shares, reflecting insider alignment at the group level .
Employment Contracts, Severance, Change-of-Control Economics
- No individual CFO severance agreement is disclosed; general plan-level provisions accelerate unvested equity immediately prior to corporate transactions if service continues through closing; options must be exercised by the effective time or they lapse .
- CEO has separate change-of-control provisions; no equivalent cash severance for CFO is disclosed .
Investment Implications
- Pay-for-performance discipline: FY2023 bonuses were zero and FY2024 bonuses were limited to subjective portions due to missed revenue/adjusted EBITDA thresholds—supporting compensation alignment in a period of negative net income and subpar TSR, and reducing cash burn .
- Ownership and governance: a 2.2% beneficial stake, clawback enforcement, and anti-hedging/pledging policy enhance alignment and reduce risk of leveraged selling; regular time-based vesting through 2028 sets a predictable supply cadence rather than large single-date unlocks .
- Retention and risk: absence of a bespoke CFO employment/severance agreement places more of compensation value in ongoing equity vesting and future performance bonuses; equity acceleration on corporate transactions could create incentives aligned with deal certainty while limiting cash obligations .
- Monitoring signals: track quarterly vesting events from January 2025 onward, Form 4 activity around those dates, and progress versus revenue and adjusted EBITDA thresholds to gauge bonus probability and potential selling pressure; continued net losses and TSR recovery trajectory remain key execution risks to incentive payouts and retention .