Robert Dawson

About Robert Dawson

Robert D. Dawson, 51, has served as Chief Executive Officer of RF Industries since July 17, 2017 and as a director since July 21, 2018; he was President from July 2017 until February 2024. He holds a B.A. in Business Administration from Hillsdale College and previously held senior commercial roles at TESSCO Technologies, co-founded NetForce Solutions, and served as President & CEO of Vision Technology Services before joining RF Industries. The Board maintains an independent Chair separate from the CEO role, and a majority of directors are independent. Performance context: cumulative TSR (value of initial $100) and net income have trended as shown below, with TSR falling in FY23 and rebounding in FY24, and net income negative in FY23–FY24.

Performance snapshot

Past Roles

External Roles

Fixed Compensation

Notes:

• CEO Employment Agreement (effective July 17, 2021) sets initial base at $425,000 and bonus opportunity at 50% of base; subsequent salary increases were Board-approved. Agreement auto-renews annually after Jan 31, 2023 unless 90 days’ notice of non-renewal.

Performance Compensation

Annual cash incentive design (FY 2023)

Long-term equity awards (grants and key terms)

Additional governance:

• No option repricing: company did not adjust or amend exercise prices in FY2023 or FY2024.
• Clawback: all awards subject to recoupment under company’s Dodd-Frank compliant Clawback Policy.

Equity Ownership & Alignment

Beneficial ownership

Outstanding option positions (supply overhang and vesting cadence)

As of Oct 31, 2023

As of Oct 31, 2024

Ownership policy and alignment

• Anti‑hedging/anti‑pledging: directors and officers are prohibited from hedging or pledging company stock (reduces alignment risk from collateralized positions).
• Stock ownership guidelines: program states annual equity awards “promote compliance with stock ownership guidelines,” but specific multiples or compliance status are not disclosed.

Implications for selling pressure

• Notable scheduled vesting tranches on 1/11/2025 (25% of 2024 RSUs/options) and quarterly thereafter through January 2028, adding periodic supply windows.
• Large legacy option lots (e.g., 2017 options at $1.90) are long‑dated and in‑the‑money, but most recent options (2023–2024) vest gradually; no evidence of option repricing.

Employment Terms

• Agreement/Term: CEO Employment Agreement effective July 17, 2021; initial term through Jan 31, 2023, auto‑renews for one‑year periods unless 90 days’ notice.
• Compensation Opportunity: Base initially $425,000 (subsequently increased to $445,000 for FY2024); annual bonus opportunity stated at 50% of base in the agreement (committee set 75% target for FY2023 plan).
• Severance (without cause): one year of base salary plus estimated pro‑rata portion of target bonus earned through termination date; full acceleration of unvested stock options and unvested time‑based restricted stock.
• Change‑of‑Control (CoC): immediate vesting of all time‑based options and restricted stock upon a CoC, whether or not employment terminates (single‑trigger equity acceleration); if at the time of a CoC employment is terminated by the company other than for cause, cash payment equal to 12 months of base salary.
• Clawback: all equity awards are subject to the company’s Dodd‑Frank clawback policy.

Board Governance

• Roles/Independence: Dawson is CEO and a director; the Board has an independent Chair (Mark Holdsworth) and has maintained separate Chair/CEO roles since 2007; all directors other than Dawson are independent.
• Committees: Compensation (all independent; chaired by Sheryl Cefali), Audit (all independent; Chair Gerald Garland, audit committee financial expert), Nominating & Corporate Governance (all independent; Chair Kay Tidwell).
• Dawson’s Board Service: Director since 2018; previously served on the Strategic Planning & Capital Allocation Committee (committee dissolved in November 2023).
• Meetings/Attendance: FY2023—5 Board meetings; FY2024—8 Board meetings; each director attended at least 75% of Board and committee meetings.
• Director Pay: Company policy provides that officers/directors who are employees (including Dawson) do not receive director compensation.

Say‑on‑Pay & Shareholder Feedback

Note: 2025 frequency vote supported annual say‑on‑pay (4,554,320 votes for 1‑year).

Director Compensation (for Dawson as a Director)

• As a serving executive officer, Dawson receives no additional Board retainers, chair fees, or equity grants under the director compensation program.

Performance & Track Record

• Tenure outcomes: Pay‑versus‑Performance disclosures show CAP tracked lower as TSR and net income declined in FY2023; TSR rebounded in FY2024 while net income remained negative.
• Operating context: No FY2023 annual cash bonuses were paid due to not achieving revenue/Adjusted EBITDA thresholds; equity remained the primary incentive tool with multi‑year vesting.

Compensation Structure Analysis

• Cash vs equity mix: In FY2023, no cash bonus was paid; Dawson’s total included salary and equity (stock/option grant date values). In FY2022, Dawson received a material non‑equity incentive payout ($243,687). This indicates increased reliance on equity and performance gating of cash in FY2023.
• Target metrics and rigor: FY2023 plan weighted 60% Adjusted EBITDA and 30% revenue with minimum thresholds—no payout signals targets were not softened.
• Equity terms: Shift continues toward time‑based RS plus options with four‑year schedules and 25% cliff at year 1 followed by quarterly vesting; no repricing of underwater options in FY2023–FY2024.
• Clawback and anti‑hedging/pledging policies strengthen alignment and mitigate hedging/pledging risk.

Risk Indicators & Red Flags

• Single‑trigger equity acceleration on Change‑of‑Control (all time‑based awards vest irrespective of termination), and CoC cash (12 months base) if terminated by the company at the time of CoC—less stringent than “double‑trigger” market practice.
• No evidence of option repricing in FY2023 or FY2024.
• Anti‑hedging and anti‑pledging policies reduce alignment risks from derivatives or collateralization.

Compensation Peer Group (Benchmarking)

• Peer group composition, target percentile, and consultant details not disclosed in the reviewed filings; Compensation Committee is fully independent and retains authority to engage consultants.

Expertise & Qualifications

• Education: B.A., Business Administration, Hillsdale College.
• Domain experience: 20+ years spanning wireless distribution, sales leadership, IT services operations, and entrepreneurial company building through acquisition.

Board Governance (Dawson-specific)

• Board seat: Director since 2018; not independent due to executive role.
• Committee history: Member of the Strategic Planning & Capital Allocation Committee (historical); committee was dissolved in November 2023 with responsibilities assumed by the Board.
• Independence safeguards: Independent Chair and majority‑independent Board; Compensation Committee sets executive pay outside the presence of the affected officer.

Investment Implications

• Pay-for-performance discipline: Zero cash bonus in FY2023 despite equity grants underscores quantitative thresholds and committee discretion; as performance improves, cash payouts may resume, adding variable cash to total comp.
• Supply overhang/insider selling pressure: Large, scheduled vesting events (2023 and 2024 grants) create predictable windows of incremental sellable shares; absence of hedging/pledging mitigates forced‑sale risk.
• Alignment and retention: Meaningful ownership (~3.7%), multi‑year vesting, and annual equity awards support retention and alignment, though single‑trigger CoC equity vesting is less protective for shareholders than double‑trigger norms.
• Governance quality: Independent Chair, fully independent key committees, strong attendance, no option repricing, and a formal clawback policy are positives for oversight and compensation risk control.