Ray Bibisi
About Ray Bibisi
Ray Bibisi is President and Chief Operating Officer of RF Industries (RFIL). He joined the company as Chief Revenue Officer in January 2020, was promoted to COO in May 2022, and to President on February 29, 2024; he is 61 years old as disclosed in the 2025 proxy . Prior to RF Industries, Bibisi spent 30+ years at Radio Frequency Systems (RFS), serving as VP of Sales and GM North America and as a member of the Global Governing Executive Committee, concurrently overseeing operations, supply chain, and R&D . Company performance context: cumulative TSR (fixed $100 investment) was 97 in FY2024 and 69 in FY2023, with net income of $(6.599) million in FY2024 and $(3.078) million in FY2023 (FY2022 net income $1.448 million) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RF Industries | Chief Revenue Officer | Jan 2020 – May 2022 | Commercial leadership across business units |
| RF Industries | Chief Operating Officer | May 2022 – Feb 2024 | Drove facility relocations and supply chain enhancements leading to significant expense reductions |
| RF Industries | President & COO | Feb 29, 2024 – present | Leads sales, product management, and engineering; aligning functions to pursue market opportunities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Radio Frequency Systems (RFS) | VP Sales & GM North America; Global Governing Executive Committee | 30+ years | Oversaw operations, supply chain, and R&D; senior executive leadership across North America |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual Salary Rate ($) | $220,000 | $250,000 (effective Feb 1, 2024) |
| Salary Paid ($) | $218,333 | $242,500 |
| Target Bonus (% of base) | 50% | 50% |
| Actual Bonus Paid ($) | $0 (thresholds not met) | $15,000 (subjective component despite thresholds not met) |
| All Other Compensation ($) | $24,799 | $28,702 |
Performance Compensation
Annual Cash Incentive Plan (FY2024)
| Metric | Weighting (%) | Target | Actual | Payout Impact |
|---|---|---|---|---|
| Revenue | 20% | Not disclosed | Company did not meet minimum thresholds | $0 component |
| Adjusted EBITDA | 50% | Not disclosed | Company did not meet minimum thresholds | $0 component |
| Adjusted EBITDA less interest per share | 10% | Not disclosed | Company did not meet minimum thresholds | $0 component |
| Subjective individual performance | 20% | Discretionary | Achieved a portion of goals | $15,000 cash bonus |
Notes:
- FY2023 bonus structure: Revenue (30%), Adjusted EBITDA (60%), Subjective (10%); no payout as thresholds were not met .
Equity Awards Granted (FY2024)
| Award Type | Grant Date | Shares/Options | Strike Price | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|---|
| Restricted Stock | Jan 11, 2024 | 20,883 | N/A | $62,858 | 25% on Jan 11, 2025; remaining in 12 equal quarterly installments over 3 years |
| Stock Options | Jan 11, 2024 | 41,667 | $3.01 (closing price on grant date) | $73,309 | 25% on Jan 11, 2025; remaining in 12 equal quarterly installments over 3 years; 10-year term |
Other holdings: Bibisi also holds prior grants (e.g., options with exercise prices $4.98, $7.11, $5.46) with four-year vesting schedules aligned to their respective grant anniversaries; no repricing occurred in FY2024 .
Equity Ownership & Alignment
| Metric | As of July 9, 2024 | As of July 14, 2025 |
|---|---|---|
| Shares Beneficially Owned (#) | 107,334 | 146,676 |
| Ownership (% of outstanding) | <1% | 1.4% |
| Options included in beneficial ownership (#) | 69,140 | 94,579 |
- Anti-hedging and anti-pledging: Company policy prohibits hedging and pledging by directors, officers, and employees (puts/calls, short sales, collars, swaps, etc.) — reducing alignment risk concerns .
- Stock ownership guidelines: Long-term equity awards are intended to promote compliance with executive stock ownership guidelines .
- Change-of-control acceleration: Unvested options and restricted stock granted under the 2020 Plan and prior 2010 Plan vest in full immediately prior to a qualifying corporate transaction, provided continuous service through the consummation (event-driven acceleration) .
Employment Terms
| Term | Details |
|---|---|
| Employment agreement | At-will; no written employment agreement for Bibisi |
| Base salary (FY2024) | $250,000 annual rate; $242,500 paid for FY2024 |
| Severance | Not disclosed for Bibisi; CEO severance and acceleration terms are specified separately |
| Change-of-control economics | Plan-level single-trigger acceleration of time-based options and restricted stock immediately prior to a Corporate Transaction, contingent on continuous service through closing |
| Clawback | All awards under the 2020 Equity Incentive Plan are subject to the company’s Dodd-Frank-compliant clawback policy and any applicable exchange rules |
| Perquisites | NEOs generally do not receive perquisites or personal benefits beyond standard employee plans |
| Insider trading policy | Prohibits hedging and pledging; insider trading procedures designed to promote compliance |
Say-on-Pay & Shareholder Feedback (2025)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation (Proposal 3) | 4,761,675 | 168,877 | 143,489 | 2,689,671 |
Frequency vote result affirmed annual say-on-pay (4,554,320 votes for 1 year) .
Investment Implications
- Pay-for-performance alignment: Cash incentives heavily weight Adjusted EBITDA (50%) and revenue (20% for President/COO), with minimal payout ($15,000) in FY2024 when performance thresholds were missed — indicating discipline and limited cash leakage in weaker years . Time-based equity remains a meaningful retention lever with multi-year vesting .
- Vesting and selling pressure: The Jan 11, 2024 grants begin vesting on Jan 11, 2025 with quarterly installments thereafter; while hedging/pledging are prohibited, rolling vesting increases tradable float and could create periodic supply from insiders, especially around quarterly vest dates .
- Alignment and retention: Bibisi’s ownership rose to 146,676 shares (1.4% of outstanding) with 94,579 options included, signaling skin-in-the-game; however, lack of an individual employment agreement (no disclosed severance) makes equity the primary retention mechanism, with single-trigger acceleration at change-of-control potentially altering incentives in strategic scenarios .
- Execution record: Bibisi led facility relocations and supply chain enhancements delivering expense reductions, and now integrates sales, product, and engineering — a coherent operating profile for margin improvement; company TSR and net income trends underscore the need for sustained EBITDA execution to activate bonus payouts and drive equity value .