Sheryl Cefali
About Sheryl Cefali
Sheryl Cefali, age 63, has served on RF Industries’ Board since 2019 and is an independent director. She is Managing Director in the Duff & Phelps Opinions Practice of Kroll, LLC, with 30+ years in fairness/solvency opinions and valuation, and holds an MBA in finance from USC and a BA from UC Santa Barbara . Her board tenure includes chairing the Compensation Committee and serving on the Audit and Nominating & Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kroll, LLC (Duff & Phelps Opinions Practice) | Managing Director; Senior Review Committee member (Fairness & Solvency) | Joined Duff & Phelps in 1990; current role at Kroll | Expert oversight on fairness/solvency; valuation leadership |
| Houlihan Lokey | Vice President | Prior to 1990 | Transaction advisory/valuation foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kroll, LLC | Managing Director, Duff & Phelps Opinions Practice | Current | Senior review committee member for opinions |
| Houlihan Lokey | Vice President | Pre-1990 | Prior investment banking role |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Independent under Nasdaq standards; only CEO is non-independent .
- Attendance: Board met 8 times in FY2024; every director attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Committee cadence: Audit (5 meetings), Compensation (7), Nominating & Corporate Governance (4) in FY2024 .
- Board leadership: Independent Chair (Mark Holdsworth); CEO role separated from Chair since 2007, with Chair providing oversight and risk dialogue .
- Related-party oversight: Audit Committee authorized to review related-party transactions and oversee whistleblower and cybersecurity matters .
Fixed Compensation
| Component | FY2024 Amount | Vesting/Terms |
|---|---|---|
| Cash Board/Committee Fees | $40,000 | Paid quarterly in arrears; committee chairs/members eligible per schedule |
| Equity (Restricted Stock) | $70,000 | Grants: 13,333 RS on 9/6/23 (vest earlier of 1 year or next AGM); 6,756 RS on 11/1/23 (vest in 4 quarterly installments starting 1/31/24) |
| Total FY2024 Director Compensation | $110,000 | Cash + RS; no option awards or other comp |
Fee schedule in effect (cash, FY2024/2025): Board chair $15,000 reinstated to $25,000 for FY2025; Audit Chair $8,000/Member $5,000; Compensation Chair $6,000/Member $5,000; Nominating & Corporate Governance Chair $4,000/Member $4,000 . Board-level cash/equity mix: for the year ending 2024 AGM, adjusted to $20,000 cash and $70,000 RS to conserve cash; for year ending 2025 AGM, set at $40,000 cash and $50,000 RS (13,476 shares at $3.71) .
Performance Compensation
| Program | Metric | Weight | CEO Targets | CFO/President Targets | FY2024 Outcome |
|---|---|---|---|---|---|
| Annual Cash Bonus Plan (Officers) | Revenue (FY2024) | 30% (CEO); 20% (CFO/President) | Min 0%; Target 75%; Max 112.5% of base pay | Min 0%; Target up to 50%; Max up to 75% of base pay | Company missed minimum thresholds; discretionary personal performance bonuses paid ($15,000 each for CEO, CFO, President) |
| Annual Cash Bonus Plan (Officers) | Adjusted EBITDA | 50% | As above | As above | As above |
| Annual Cash Bonus Plan (Officers) | Adjusted EBITDA less interest per share | 10% | As above | As above | As above |
| Annual Cash Bonus Plan (Officers) | Individual Performance (subjective) | 10% (CEO); 20% (CFO/President) | As above | As above | Bonuses based solely on subjective component in FY2024 |
Notes:
- Equity awards for NEOs in FY2024: RS and options with 4-year vesting; options expire in 10 years with exercise price at grant-date close ($3.01) .
- Compensation consultant: FW Cook engaged by Compensation Committee; no conflicts identified under SEC/Nasdaq rules .
Governance signal: Discretionary bonuses awarded despite failing to meet minimum quantitative thresholds is a potential RED FLAG for pay-for-performance discipline, although amounts were modest ($15,000 per officer) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Status |
|---|---|---|---|
| None disclosed | — | — | No public company directorships for Ms. Cefali disclosed in RFIL proxy |
Expertise & Qualifications
- Domain expertise: Fairness and solvency opinions, valuation, M&A and strategic advisory; compensation practices .
- Financial acumen: Audit Committee membership and valuation background indicate strong financial literacy .
- Education: MBA (USC, finance), BA (UC Santa Barbara) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Sheryl Cefali | 72,753 | Less than 1% | As of July 14, 2025; 10,674,865 shares outstanding |
| Policy | Anti-hedging/anti-pledging | — | Directors prohibited from hedging or pledging Company stock |
Governance Assessment
- Strengths: Independent director with deep valuation and transaction opinion expertise; chairs Compensation Committee; active on Audit and Nominating committees; independent board leadership structure; robust committee activity; anti-hedging/pledging policy .
- Alignment: Material equity component in director pay (RS grants), consistent with the Board’s stated preference for director equity ownership .
- Engagement: Attendance ≥75% at Board/committee meetings; full attendance at annual meeting indicates engagement .
- Risks/RED FLAGS:
- Discretionary officer bonuses despite missed quantitative thresholds (pay-for-performance rigor risk) .
- Heavy use of time-based RS/options for executives (not performance-conditioned), which may dilute performance linkage; however, amounts are modest for a smaller reporting company .
- Conflicts/related-party: No related-party transactions disclosed involving Ms. Cefali; Audit Committee oversees such reviews .
Overall: Ms. Cefali’s valuation/M&A expertise strengthens Compensation and Audit oversight. Equity-based director compensation supports alignment, while the FY2024 discretionary bonuses for officers warrant monitoring of the Compensation Committee’s application of threshold discipline going forward .