Governance Documents

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Corporate Governance Guidelines

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The Board of Directors (the “Board”) of RF Industries, Ltd. (the “Company”) has adopted the following Corporate Governance Guidelines (the “Guidelines”) to assist the Board in the exercise of its responsibilities and to serve the interests of the Company and its stockholders. These Guidelines should be interpreted in the context of all applicable laws and the Company’s certificate of incorporation, bylaws and other corporate governance documents.  These Guidelines acknowledge the leadership exercised by the Board’s standing committees and their chairs and are intended to serve as a flexible framework within which the Board may conduct its business and not as a set of legally binding obligations.  The Guidelines are subject to modification from time to time by the Board as the Board may deem appropriate and in the best interests of the Company and its stockholders or as required by applicable laws and regulations.

I. THE BOARD

A. Independence of the Board

Except as otherwise permitted by the applicable NASDAQ rules, the Board will be comprised of a majority of directors who qualify as independent directors (the “Independent Directors”) as required under NASDAQ rules.

B.   Separate Sessions of Independent Directors

The Independent Directors will meet in executive session without non-Independent Directors or management present on a regularly scheduled basis, but no less than twice per year.

C. Lead Director

If the Chairman of the Board is a member of management or does not otherwise qualify as independent, the Independent Directors may elect a lead director.  The lead director’s responsibilities include, but are not limited to: presiding over all meetings of the Board at which the Chairman of the Board is not present, including any executive sessions of the Independent Directors; approving Board meeting schedules and agendas; and acting as the liaison between the Independent Directors and the Chief Executive Officer and Chairman of the Board.  At such times as the Chairman of the Board is an Independent Director, the Chairman of the Board will serve as lead director. The Board may modify its leadership structure in the future as it deems appropriate.

D. Director Qualification Standards and Additional Selection Criteria

The Nominating and Corporate Governance Committee, in recommending director candidates, and the Board, in nominating director candidates, will evaluate candidates in accordance with the qualification standards set forth in Attachment A to these Corporate Governance Guidelines. In addition, the Nominating and Corporate Governance Committee and the Board may also consider the additional selection criteria listed in Attachment A.

E. Director Orientation and Continuing Education

Management will provide an orientation process for new directors, including background material on the Company and its business.  As appropriate, management will provide opportunities for additional educational sessions for directors on matters relevant to the Company and its business.

F. Service on Other Boards

The Board recognizes that its members benefit from service on the boards of other companies and it encourages such service.  The Board also believes, however, that it is critical that directors have the opportunity to dedicate sufficient time to their service on the Company’s Board.  To that end, a director may not serve on the boards of more than three other public companies, provided that, any director who also serves as the chief executive officer of a public company or in an equivalent position should not serve on more than two public company boards in addition to the Company’s Board.  In addition, due to the demanding nature of service on the Audit Committee, the members of the Audit Committee may not serve on the audit committees of the boards of directors of more than two other companies at the same time as they are serving on the Audit Committee. Prior to accepting any position on the board of directors of any organization, whether for-profit or not-for-profit, current directors should notify the Chairman of the Board and the Nominating and Corporate Governance Committee. The Chairman of the Nominating and Corporate Governance Committee shall review the proposed board membership to ensure compliance with applicable laws and policies.

Service on other boards and/or committees should be consistent with the Company’s conflict of interest policies.

G. Directors Who Resign or Materially Change Their Current Positions With Their Own Company or Become Aware of Circumstances that May Adversely Reflect upon the Director or the Company

When a director, including any director who is currently an officer or employee of the Company, resigns or materially changes his or her position with his or her employer or becomes aware of circumstances that may adversely reflect upon the director or the Company, such director should notify the Nominating and Corporate Governance Committee of such circumstances.  The Nominating and Corporate Governance Committee will consider the circumstances, and may in certain cases recommend that the Board request that the director submit his or her resignation from the Board if, for example, continuing service on the Board by the individual is not consistent with the criteria deemed necessary for continuing service on the Board.

H. Mandatory Retirement

The Board is divided into three classes elected for three-year terms, with each class consisting, as nearly as possible, of one-third of the number of directors constituting the Board, such that the term of one class expires each year.

Directors will not be nominated for election or re-election to the Board after their 75th birthday. However, upon the recommendation of the Nominating and Corporate Governance Committee, the Board may nominate director candidates who have reached their 75th birthday if it determines that doing so is in the best interest of the Company.

I. Director Responsibilities

The business and affairs of the Company will be managed by or under the direction of the Board, including through one or more of its committees.  Each director is expected to spend the time and effort necessary to properly discharge his or her responsibilities.  These include:

  • exercising their business judgment in good faith;
  • acting in what they reasonably believe to be the best interest of all stockholders;
  • becoming and remaining well-informed about the Company’s business and operations and general business and economic trends affecting the Company; and
  • ensuring that the business of the Company is conducted so as to further the long-term interests of its stockholders.

J. Compensation

The Board believes that director compensation should fairly pay directors for work required in a business of the Company’s size and scope, and that compensation should align directors’ interests with the long-term interests of stockholders. The Compensation Committee will review and make recommendations to the Board regarding the cash and equity compensation of directors. The Company’s executive officers do not receive additional compensation for their service as directors.

Except as otherwise permitted by the applicable NASDAQ rules, members of the Audit Committee and Compensation Committee may not directly or indirectly receive any compensation from the Company other than their directors’ compensation, including any compensation for service on committees of the Board and the receipt of equity incentive awards.

K. Stock Ownership

The Company encourages directors to own shares of the Company’s stock, thereby aligning the interests of our directors with that of the Company and other shareholders. Our ownership guidelines expect our non-employee directors to hold a number of shares (vested or unvested) of Company stock having a market value equal to or greater than three times their annual cash retainer. The non-employee directors have five years from their election to the Board to meet the stock ownership requirements.

L. Board Access to Senior Management

The Board will have complete access to Company management in order to ensure that directors can ask any questions and receive all information necessary to perform their duties.  Directors should exercise judgment to ensure that their contact with management does not distract managers from their jobs or disturb the business operations of the Company.  Any meetings or contacts that a director wishes to initiate may be arranged through the Chief Executive Officer or the Chairman of the Board, or if neither is available or neither is appropriate, directly by the director.  To the extent appropriate, such contact, if in writing, should be copied to the Chief Executive Officer of the Company.

M. Board Access to Independent Advisors

The Board committees may hire independent advisors as set forth in their applicable charters.  The Board as a whole shall have access to any independent advisor retained by the Company, and the Board may hire any independent advisor it considers necessary to discharge its responsibilities.

N. Self-Evaluation

The Nominating and Corporate Governance Committee will oversee an annual assessment of the Board and its committees.

II. BOARD MEETINGS

A. Frequency of Meetings

The Board will meet at least four (4) times annually.  In addition, special meetings may be called from time to time as determined by the needs of the business.  It is the responsibility of the directors to attend meetings.

B. Director Attendance

A director is expected to spend the time and effort necessary to properly discharge his or her responsibilities. Accordingly, a director is expected to regularly prepare for and attend meetings of the Board and all committees on which the director sits (including separate meetings of the Independent Directors), with the understanding that, on occasion, a director may be unable to attend a meeting.  A director who is unable to attend a meeting of the Board or a committee of the Board is expected to notify the Chairman of the Board or the Chairman of the appropriate committee in advance of such meeting, and, whenever possible, participate in such meeting via teleconference in the case of an in-person meeting.

C. Attendance of Non-Directors

The Board encourages the Chairman of the Board or of any committee to invite Company management and outside advisors or consultants from time to time to participate in Board and/or committee meetings to (i) provide insight into items being discussed by the Board which involve the manager, advisor or consultant, (ii) make presentations to the Board on matters which involve the manager, advisor or consultant, and (iii) bring managers with high potential into contact with the Board.  Attendance of non-directors at Board meetings is at the discretion of the Board.

D. Advance Receipt of Meeting Materials

Information regarding the topics to be considered at a meeting is essential to the Board’s understanding of the business and the preparation of the directors for a productive meeting.  To the extent feasible, the meeting agenda and any written materials relating to each Board meeting will be distributed to the directors sufficiently in advance of each meeting to allow for meaningful review of such agenda and materials by the directors.  Directors are expected to have reviewed and be prepared to discuss all materials distributed in advance of any meeting.

III. COMMITTEE MATTERS

The Board currently has four (4) standing committees: (i) the Audit Committee, (ii) the Compensation Committee (iii) the Nominating and Corporate Governance Committee and (iv) the Strategic Planning and Capital Allocation Committee.  Each committee will perform its duties as assigned by the Board in compliance with the Company’s bylaws and the committee’s charter.  The Board may from time to time establish additional committees to oversee specific matters.  It is the responsibility of the directors to attend the meetings of the committees on which they serve.

IV. SUCCESSION PLANNING

The Board (or a committee delegated by the Board) will (i) work on a periodic basis with the Chief Executive Officer to evaluate the Company’s succession plans upon the Chief Executive Officer’s retirement and in the event of an unexpected occurrence, and (ii) periodically review the performance of the Chief Executive Officer.

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Attachment A

Director Qualification Standards and Additional Selection Criteria

Director Qualification Standards:

The Nominating and Corporate Governance Committee, in recommending director candidates for election to the Board, and the Board, in nominating director candidates, will consider candidates who have a high level of personal and professional integrity, strong ethics and values and the ability to make mature business judgments.

Additional Selection Criteria:

In evaluating director candidates, the Nominating and Corporate Governance Committee and the Board may also consider the following criteria as well as any other factor that they deem to be relevant:

A. The candidate’s experience in corporate management, such as serving as a director or an officer or former officer of a publicly or privately held company.

B. The candidate’s experience as a board member of another publicly held company;

C. The candidate’s professional and academic experience relevant to the Company’s business, operations and industry;

D. The diversity of expertise and experience in substantive matters pertaining to the Company’s business and operations relative to other Board members;

E. The strength of the candidate’s leadership skills;

F. The candidate’s experience in finance and accounting and / or executive compensation practices; and

G. Whether the candidate has the time required for preparation, participation and attendance at Board meetings and committee meetings, if applicable;

H. Other diversity factors pertaining to the candidate, including, but not limited to, with respect to age, gender, ethnic background, experience and other characteristics, and;

I. Any other relevant qualifications, attributes and skills (e.g., cybersecurity expertise).

In addition, the Board will consider whether there are potential conflicts of interest with the candidate’s other personal and professional pursuits.

The Board should monitor the mix of specific experience, qualifications and skills of its directors in order to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure.

Code of Business Conduct and Ethics Adopted by the Board of Directors of RF Industries, Ltd.

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Introduction

This Code of Business Conduct and Ethics (this “Code”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees of RF Industries, Ltd. and its subsidiaries (collectively, the “Company”). All of our employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The Code should also be provided to and followed by the Company’s agents and representatives, including consultants.

If a law conflicts with a policy in this Code, you must comply with the law. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.

Those who violate the standards in this Code will be subject to disciplinary action, up to and including termination of employment. If you are in a situation which you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 14 of this Code.

  1. Compliance with Laws, Rules and RegulationsObeying the law, both in letter and in spirit, is the foundation on which this Company’s ethical standards are built. All employees must respect and obey the laws of the cities, states and countries in which we operate. Although not all employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.If requested, the Company will hold information and training sessions to promote compliance with laws, rules and regulations, including insider-trading laws.
  1. Conflicts of InterestA “conflict of interest” exists when a person’s private interest interferes in any way with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, employees and their family members may create conflicts of interest.It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier. You are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf. Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board of Directors. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management or the Company’s law firm (see, Section 14 below). Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult the procedures described in Section 14 of this Code.
  1. Insider TradingEmployees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about the Company should be considered confidential information. To use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal. In order to assist with compliance with laws against insider trading, the Company has adopted a specific policy governing employees’ trading in securities of the Company. This policy has been distributed to the Company’s management and Board of Directors. If you have any questions, please consult the Company’s CFO.
  1. Corporate OpportunitiesEmployees, officers and directors are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No employee may use corporate property, information, or position for improper personal gain, and no employee may compete with the Company directly or indirectly. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
  1. Competition and Fair DealingWe seek to outperform our competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee should endeavor to respect the rights of and deal fairly with the Company’s customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided or accepted by any Company employee, family member of an employee or agent unless it: (1) is not a cash gift; (2) is consistent with customary business practices; (3) is not excessive in value; (4) cannot be construed as a bribe or payoff; and (5) does not violate any laws or regulations. Please discuss with your supervisor any gifts or proposed gifts which you are not certain are appropriate.
  1. Discrimination and HarassmentThe diversity of the Company’s employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.
  1. Health and SafetyThe Company strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated.
  1. Record-KeepingThe Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported.Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or your controller.All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation.Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports. Records should always be retained or destroyed according to the Company’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation please consult the Company’s CFO.
  1. ConfidentialityEmployees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, except when disclosure is authorized by the CFO or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends.
  1. Protection and Proper Use of Company AssetsAll employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business, though incidental personal use may be permitted.The obligation of employees to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.
  1. Payments to Government PersonnelThe U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.In addition, the U.S. government has a number of laws and regulations regarding business gratuities which may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. The Company’s CFO can provide guidance to you in this area.
  1. Waivers of the Code of Business Conduct and EthicsAny waiver of this Code for executive officers or directors may be made only by the Board or a Board committee and will be promptly disclosed as required by law or stock exchange regulation.
  1. Compliance ProceduresWe must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know if a violation has occurred. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:
      1. Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.
      2. Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.
      3. Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.
      4. Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your supervisor’s responsibility to help solve problems.
      5. Seek help from Company resources. In the rare case where it may not be appropriate to discuss an issue with your supervisor or where you do not feel comfortable approaching your supervisor with your question, discuss it locally with a more senior manager or your human resources manager.
      6. You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind against employees for good faith reports of ethical violations.
      7. Always ask first, act later: If you are unsure of what to do in any situation, seek guidance before you act.
    1. Reporting any Illegal or Unethical BehaviorEmployees are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct. Any employee may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind.If you believe that a violation of the Code of Business Conduct and Ethics has occurred, please contact the CFO.In addition to the above procedures for reporting unethical, dishonest or illegal behavior, the Audit Committee of the Board of Directors had contracted with an independent company to receive, retain and process complaints on auditing, accounting and internal control issues. To file a report, directors, officers and employees should provide client code RFI and do one of the following:
      • Visit RedFlagReporting.com and click on “File a Report”
      • Call 1-877-647-3335
      • Text RFR to 234-231-9005
      • You may also use the following (be sure to be detail oriented, provide our client code, and indicate if you wish to be anonymous our not):

      All complaints with respect to questionable accounting and auditing matters may be made anonymously and will be confidential.

Charter of the Compensation Committee of the Board of Directors of RF Industries, Ltd.

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Purpose

The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of RF Industries, Ltd. (the “Company”) is appointed by the Board to discharge the Board’s responsibilities relating to compensation of the Company’s executive officers, other Company employees, and non-employee directors. This charter (the “Charter”) governs the operations of the Committee.  The Committee’s purposes are:

  1. To establish and periodically review the Company’s compensation philosophy and the adequacy of compensation plans and programs for executive officers and non-employee directors;
  2. To establish compensation arrangements and incentive goals for executive officers and compensation arrangements for non-employee directors and to administer compensation plans;
  3. To review the performance of executive officers and award incentive compensation and adjust compensation arrangements as appropriate based upon performance; and
  4. To undertake the other responsibilities assigned to the Committee in this Charter or as otherwise assigned by the Board.

Composition

The Committee shall be comprised of no fewer than two members, all of whom shall meet the independence requirements of Rule 10C-1(b)(1) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and qualify as a “independent director” as defined under NASDAQ Rule 5605(a)(2), be “non-employee directors” as defined by Rule 16b-3 under the Exchange Act, and be “outside directors” as defined by Section 162(m) of the Internal Revenue Code of 1986, as amended.  The Committee members shall be nominated and appointed by the Board for one-year terms or until their successors are duly appointed, and may be removed by a majority of independent directors of the full Board not including the director being so removed from office at any time with or without cause.  The Board shall designate one member of the Committee to serve as its chair (the “Chairperson”).  From time to time, a new Chairperson may be appointed by the Board.

Responsibilities

The Committee shall have the following duties and responsibilities:

  1. Compensation Philosophy, Plans and Programs
    1. Periodically review, consider, and approve the philosophy for compensation of the Company’s executive officers (as defined in Reg. 240.3b-7 of the Exchange Act), other officers, and non-employee directors.
    2. Oversee the establishment of compensation plans and programs for executive officers and other employees, including incentive and equity-based plans and programs, any appropriate employment contracts, special retirement benefits, and severance or change in control arrangements, and establish compensation plans and programs for non-executive directors. Subject to Board approval of the final plans, review such incentive equity-based plans and programs in light of the most recent stockholder advisory vote on executive compensation required by Section 14A of the Exchange Act (the “Say on Pay Vote”), and recommend changes to such plans and programs to the Board as needed.
    3. Annually review the adequacy of such plans and programs for the executive officers and other employees, ensuring appropriate levels of incentive to management and aligning management’s goals with the interests of stockholders, and report the results of, and recommendations resulting from, such review to the Board.
    4. Annually review the adequacy of such plans and programs for the non-executive directors and report the results of, and recommendations resulting from, such review to the Board.
    5. Administer or delegate to a subcommittee of the Committee the authority to administer the Company’s incentive and equity-based plans and programs, including the making of grants under such plans, and otherwise exercise the authority of the Board with respect to such plans.
  2. Specific Compensation Amounts and Incentives
    1. Recommend to the Board for the Board’s determination and approval the compensation and other terms of employment of the Company’s Chief Executive Officer (the “CEO”). Review and evaluate at least annually, and taking into account the views of the other members of the Board, the performance and leadership of the CEO and recommend to the Board the amounts of annual and any long-term incentive awards and any adjustment to the CEO’s annual salary amounts based upon such performance and other factors as the Committee deems appropriate.  In evaluating, determining or recommending CEO compensation, the Committee shall consider the results of the most recent Say on Pay Vote.  The CEO shall not be present during voting or deliberations relating to CEO compensation and incentives.
    2. Establish (or at its discretion, recommend to the Board) the annual base salary amounts for other executive officers and, based upon discussions with the CEO in advance of the commencement of the fiscal year or as early in the year as possible, annual incentive opportunity levels and the financial and any other goals to be met to earn annual and long-term incentive awards. In evaluating and determining executive compensation, the Committee shall consider the results of the most recent Say on Pay Vote.
    3. Review with the CEO the CEO’s evaluation of the performance of the other executive officers and determine with the CEO, and recommend, where appropriate, Board approval of the amounts of annual and any long-term incentive awards and any adjustments to the annual salary amounts based upon such performance and other factors as the Committee deems appropriate.
    4. Review annually the compensation of non-employee directors and recommend to the Board, for its approval, the components and amounts of compensation for non-employee directors as well as review periodically and make recommendations to the Board in connection with directors and officers indemnification and insurance matters.
  3. Other Responsibilities
    1. Prepare the Committee’s report on executive compensation for inclusion in the Company’s annual proxy statement or annual report on Form 10-K, and review and discuss with management the Company’s Compensation Discussion and Analysis (the “CD&A”), and based on that review and discussion, recommend to the Board that the CD&A be included in the Company’s annual proxy statement, information statement, or annual report on Form 10-K.
    2. Review and recommend to the Board for approval the frequency with which the Company will conduct Say on Pay Votes, taking into the account the results of the most recent stockholder advisory vote on the frequency of Say on Pay Votes required by Section 14A of the Exchange Act, and review and approve the proposals regarding the Say on Pay Vote and the frequency of the Say on Pay Vote to be included in the Company’s proxy statement.
    3. Approve, or recommend for approval by the Board, any inducement awards to be granted in reliance on the exemption from stockholder approval contained in NASDAQ Rule 5635(c)(4).
    4. Evaluate the need for, and the terms and provisions of, all employment contracts and all offers of employment that involve (i) an executive officer, (ii) or any other officer with material non-standard benefits or provisions.
    5. Oversee the management of risks associated with the Company’s executive compensation arrangements and evaluate the relationship between the Company’s compensation policies and practices and risk to assure that those policies and practices do not incent undue risk taking.
    6. Review the need for stock ownership guidelines for the CEO and other executive officers and, if necessary, determine, and monitor compliance with, such stock ownership guidelines.
    7. Annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for its approval.
    8. Annually review and assess the performance of the Committee and deliver a report to the Board setting forth the results of the evaluation.
    9. Perform any other activities consistent with this Charter, the Company’s Certificate of Incorporation, the Company’s Bylaws, and governing law or regulations as the Committee or the Board deems necessary or appropriate.

Authority

The Committee shall have sole authority, and the Company shall provide appropriate funding, as determined by the Committee in its sole discretion, to retain, set compensation and retention terms for, and terminate any compensation consultants and other consultants, legal counsel or other advisors that the Committee determines to employ to assist it in the performance of its duties. The Committee shall be directly responsible for overseeing the work of any compensation consultant, legal counsel or other consultants or advisors retained by it to assist in the performance of its duties. The Committee may select, or receive advice from, a compensation consultant, legal counsel or other advisor to the Committee, other than in-house legal counsel, only after taking into consideration the following factors (the “Independence Assessment”):

  1. The provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other advisor;
  2. The amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other advisor, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other advisor;
  3. The policies and procedures of the person that employs the compensation consultant, legal counsel or other advisor that are designed to prevent conflicts of interest;
  4. Any business or personal relationship of the compensation consultant, legal counsel or other advisor with a member of the compensation committee;
  5. Any stock of the Company owned by the compensation consultant, legal counsel or other advisor; and
  6. Any business or personal relationship of the compensation consultant, legal counsel, other advisor or the person employing the advisor with an executive officer of the Company.

Notwithstanding the above, the Committee shall not be required to conduct an Independence Assessment for a compensation advisor that acts in a role limited to the following activities: (i) consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executive officers or directors of the Company; or (ii) providing information that either is not customized for a particular issue or that is customized based on parameters that are not developed by the advisor, and about which the advisor does not provide advice.

The Committee may delegate to a subcommittee of the Committee its authority with respect to compensation determinations for non-executive officers and employees of the Company consistent with applicable law. Any action duly and validly taken by the Committee pursuant to the power and authority conferred under this Charter or otherwise authorized by the Board shall for all purposes constitute an action duly and validly taken by the Board and may be certified as such by the Secretary or other authorized officer of the Company.

The Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Committee or any advisors engaged by the Committee.

Meetings and Reports

The Committee shall meet as often as it determines appropriate, but no less frequently than annually, to carry out its responsibilities.  The Committee may meet either in person or by means of telephonic conference call pursuant to which all participants can hear and speak with each other. A majority of the members of the Committee shall constitute a quorum, and the affirmative vote of a majority of the Committee members present at a duly held meeting shall constitute the act of the Committee.  The Committee also may act by unanimous written consent in lieu of a meeting.  Meetings may be called by the Chairperson or by any two other members of the Committee.  The Committee shall maintain written minutes of its meetings. At each regularly scheduled meeting of the Board, the Chairperson of the Committee shall provide the Board with a report of the Committee’s activities and proceedings, if any, since the last Board meeting, including any recommendations to the Board approved by the Committee.

The Committee may invite other directors or officers, including the CEO, employees, consultants or outside counsel to attend its meetings.  However, the Committee shall meet regularly without such members present, and in all cases the CEO and any such officers shall not be present during voting or deliberations regarding their own compensation.

Charter of the Audit Committee of the Board of Directors of RF Industries, Ltd.

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Purpose

The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of RF Industries, Ltd. (the “Company”). The primary purpose of the Committee is to oversee the Company’s accounting and financial reporting processes and the audit of the Company’s financial statements, which includes representing and assisting the Board with oversight of: (a) the integrity of the Company’s financial statements and internal controls, (b) the Company’s compliance with certain legal and regulatory requirements within the scope of the Committee’s responsibilities, (c) the qualifications and independence of the Company’s auditor, and (d) the performance of the Company’s independent registered public accounting firm. In doing so, it is the responsibility of the Committee to provide an open communications between the Board, management and the independent auditor.

Composition

  1. Members of the Committee shall be appointed by the Board on the recommendation of the Nominating and Corporate Governance Committee. Each member shall serve for such terms as the Board may determine, or until their earlier resignation, death or removal. Committee Members may be removed by the Board at its discretion.
  2. The Committee shall have at least three (3) members and shall be comprised solely of directors that meet the applicable independence and experience requirements of the Sarbanes Oxley Act of 2002 (the Act), the NASDAQ Stock Market, LLC (“NASDAQ”), the federal securities laws, the rules and regulations of the Securities and Exchange Commission (the “SEC”) and the Company’s independence guidelines. Each member shall be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement or will be able to do so within a reasonable period of time after his or her appointment to the Committee.
  3. At least one member of the Committee shall have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities that qualify that member as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. A person who satisfies this definition of audit committee financial expert will also be presumed to have financial sophistication.
  4. The Board shall appoint one of the members of the Committee as Chairperson. It is the responsibility of the Chairperson to schedule all meetings of the Committee and provide the Committee with an agenda for all meetings.
  5. A majority of the members of the entire Audit Committee shall constitute a quorum. The Audit Committee shall Act on the affirmative vote a majority of members present at a meeting at which a quorum is present. Without a meeting, the Audit Committee may act by unanimous written consent of all members.

Responsibilities

  1. General
    1. In discharging its oversight role, the Committee shall have the power to conduct or authorize investigations into any matter within the Committee’s scope of responsibilities, with full power to retain independent counsel and/or other advisors for this purpose. The Committee shall have unrestricted access to members of management and all information relevant to its responsibilities.
    2. The Committee shall meet at least four (4) times per year or more frequently as circumstances require. The Committee may ask members of management or others to attend meetings and provide pertinent information as necessary.
    3. The Committee shall report its actions to the Board with such recommendations as the Committee may deem appropriate and issue all required reports, including the report required by the SEC to be included in the Company’s annual proxy.
    4. The Committee shall meet with the independent auditor, in separate executive sessions, to discuss any matters that the Committee or the independent auditor believes should be discussed privately.
    5. The Committee shall ensure the establishment of and periodically review procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters and adopt, as necessary, appropriate remedial measures or actions with respect to such complaints or concerns.
    6. The Committee shall perform such other functions required by law, the Company’s charter, the Company’s bylaws or the Board.
    7. The Committee shall evaluate its performance and effectiveness when determined to be appropriate, and will at least annually review and assess of the adequacy of this charter.
  2. Internal Controls and Risk Assessment
    1. The Committee shall consider and review with management and the independent auditor: (a) the adequacy and effectiveness of the Company’s systems of internal controls (including any significant deficiencies, material weaknesses and significant changes in internal controls reported to the Committee by the independent auditor or management) including accounting and financial practices and controls, and (b) current accounting trends and developments relevant to the Company.
    2. The Committee shall consider and review with management and the independent auditor any related significant findings and recommendations of the independent auditor, together with management’s responses thereto.
    3. The Committee shall discuss the Company’s policies and procedures with respect to risk assessment and risk management, and review contingent liabilities and risks that may be material to the Company and major legislative and regulatory developments which could materially impact the Company’s contingent liabilities and risks. The Committee also shall discuss the Company’s major financial risk exposure and the steps management has taken to monitor and control such exposure.
    4. The Committee shall review with management the Company’s overall anti-fraud programs and controls.
  3. Independent Auditor
    1. The Committee has the sole authority and responsibility to appoint, select, engage, evaluate, oversee and, where appropriate, discharge and replace the Company’s independent auditor (or to nominate the independent auditor to be proposed for shareholder approval in any proxy statement), set the independent auditor’s compensation, oversee the work of the auditor, pre-approve all audit services to be provided by the auditor, and establish the policies and procedures for the engagement of the independent auditors.
    2. The independent auditor’s ultimate accountability is to the Board and the Committee, as representatives of the shareholders. The independent auditor shall report directly to the Committee.
    3. The Committee shall review with the independent auditor: (a) the scope and results of the annual audit, and (b) any questions, comments or suggestions the auditor may have relating to the internal controls, and accounting practices and procedures, of the Company.
    4. The Committee shall discuss with the independent auditor and management, as appropriate, any audit problems or serious difficulties or disputes, and management’s response. The Committee shall be responsible for the resolution of any disagreements or disputes between the independent auditor and management regarding financial reporting.
    5. The Committee shall receive from the independent auditor a written statement delineating all relationships between the independent auditor and the Company, consistent with applicable standards. The statement shall include a description of all services provided by the independent auditor and the related fees.
    6. The Committee shall actively engage in a dialogue with the independent auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditor.
    7. The Committee shall at least annually (a) evaluate the independent auditor and its qualifications, including its registration with the Public Company Accounting Oversight Board (“PCAOB”), (b) consider the independence of the independent auditor, including whether the provision by the independent auditor of permitted non-audit services is compatible with independence, and (c) obtain and review a report from the independent auditor describing all relationships between the auditor or its affiliates and the Company or individuals in a financial reporting oversight role at the Company, that may reasonably be thought to bear on the auditor’s independence, and discuss with the auditor the potential effects of any disclosed relationships on the independence.
    8. The Committee shall pre-approve all audit services and permitted non-audit services to be performed for the Company by its independent auditor. The Committee shall also be responsible for approving the fees to be paid to the independent auditor for such services. The Committee may delegate authority to one or more members of the Committee to pre-approve audit and permitted non-audit services (including pre-approval of fees), provided that the approvals granted by such persons are reviewed with the full Committee at its next scheduled meeting.
    9. The independent auditor shall not be engaged to perform any non-audit services proscribed by law or SEC regulation.
    10. The Committee shall review and discuss with the Company’s independent auditor any other matters required to be discussed by PCAOB Standards No. 1301, Communications with Audit Committees.
  4. Financial ReportingPrior to the filing of quarterly and annual financial statements, and in conjunction with the annual audit and quarterly review performed by the independent auditor, the Committee shall review with management and the independent auditor:
    1. The Company’s annual and quarterly financial statements and related footnotes, including the Company’s specific disclosures under “Management Discussion and Analysis of Financial Conditions and Results of Operations” and any other matters required to be reviewed under applicable legal, regulatory or NASDAQ requirements.
    2. The independent auditor’s audit of the financial statements and related report thereon.
    3. Any items required by applicable generally accepted auditing standards relating to the conduct of the audit of annual financial statements or review of interim financial statements.
    4. Any significant changes required in the independent auditor’s plan or in accounting principles or practices.
    5. Any significant difficulties or disputes with management encountered during the course of the annual audit or quarterly review.
    6. The existence of significant estimates and judgments underlying the financial statements, including the rationale behind those estimates as well as the details on material accruals and reserves, and the Company’s accounting principles.
    7. The overall quality, not just the acceptability, of the Company’s accounting principles as applied in its financial reporting.
    8. The effect of any new or proposed regulatory and accounting initiatives, as well as off- balance sheet structures, on the Company’s financial statements and other public disclosures.
    9. Any disclosures and major issues as to the adequacy of the Company’s internal controls over financial reporting.
    10. Any material correcting adjustments that have been identified by the independent auditor, and any material unadjusted differences.
    11. Other matters related to the conduct of the audit, which are to be communicated to the Committee under generally accepted auditing standards.

    Based on the review of the above items, the Committee shall recommend to the Board, whether the financial statements should be included in the Company’s annual report on Form 10-K.

  5. Compliance with Laws and Regulations
    1. The Committee shall ascertain whether the Company has an effective process for determining risks and exposures from asserted and unasserted litigation and claims, and from noncompliance with laws and regulations.
    2. The Committee shall review with the Company’s counsel and others (a) the status of compliance with laws, regulations and internal procedures, (b) any legal, tax or regulatory matters that may have a material impact on the Company operations and the financial statements, related Company compliance policies, and programs and reports received from regulators, and (c) the scope and status of systems designed to promote Company compliance with laws, regulations and internal procedures, through review of reports from management, legal counsel and others as determined by the Committee.

Authority

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent auditor.

Charter of the Nominating and Corporate Governance Committee of the Board of Directors of RF Industries, Ltd.

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Purpose

The Nominating and Corporate Governance Committee (the “Committee”) of RF Industries, Ltd. (the “Company”) shall consist of not less than two members appointed by the Board of Directors (the “Board”), all of whom shall satisfy the independence requirements of the NASDAQ Stock Market, and/or any other markets in which the Company’s securities are traded or listed for trading.  In order to fulfill its role, the Committee shall be organized and governed in the following manner:

  1. Committee members will be appointed and removed by the Board;
  2. Action may be taken by the Committee upon the affirmative vote of a majority of the members;
  3. Any member or the Chairperson of the Committee may call a meeting of the Committee upon due notice to each other member at least forty-eight hours prior to the meeting;
  4. Action may be taken by the Committee without a meeting if all of the members of the Committee indicate their approval thereof in writing; and
  5. The Committee may delegate its authority to a subcommittee.

The purposes of the Committee are (i) to identify, review and evaluate individuals qualified to become members of the Board, (ii) to select, or to recommend that the Board select, the director nominees for the next annual meeting of stockholders, and (iii) to oversee the Company’s corporate governance functions on behalf of the Board and the evaluation of the Board and its dealings with management and appropriate committees of the Board.

Composition

The Committee shall be comprised of no fewer than two members, all of whom shall meet the independence requirements of Rule 10C-1(b)(1) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and qualify as a “independent director” as defined under NASDAQ Rule 5605(a)(2) , be “non-employee directors” as defined by Rule 16b-3 under the Exchange Act, and be “outside directors” as defined by Section 162(m) of the Internal Revenue Code of 1986, as amended.  The Committee members shall be nominated and appointed by the Board for one-year terms or until their successors are duly appointed, and may be removed by a majority of independent directors of the full Board not including the director being so removed from office at any time with or without cause.  The Board shall designate one member of the Committee to serve as its chair (the “Chairperson”).  From time to time, a new Chairperson may be appointed by the Board.

Responsibilities

The responsibilities of the Committee shall include the following:

  1. Identify individuals qualified to become Board members, consistent with criteria approved by the Board, receive nominations for such qualified individuals and review recommendations put forward by the Chief Executive Officer (“CEO”) or any director, select, or recommend that the Board select, the director nominees for the next annual meeting of stockholders, taking into account each candidate’s ability, judgment and experience and the overall diversity and composition of the Board;
  2. Establish a policy under which stockholders of the Company may recommend a candidate to the Committee for consideration for nomination as a director;
  3. Recommend to the Board qualified individuals to serve as committee members on the various Board committees; the Committee shall review and recommend committee slates annually and shall recommend additional committee members to fill vacancies as needed;
  4. Develop and articulate a set of corporate governance principles, including directors’ basic duties and responsibilities;
  5. Review the Company’s practices and policies with respect to directors, including the size of the Board, the ratio of employee directors to non-employee directors, the meeting frequency of the Board and the structure of Board meetings and make recommendations to the Board with respect thereto;
  6. Review the functions, duties and composition of the committees of the Board and make recommendations to the Board with respect thereto;
  7. Recommend to the Board, or to the appropriate committee thereto, processes for annual evaluations of the performance of the Board, the Chairman of the Board, and appropriate committees of the Board;
  8. Consider and report to the Board any questions of possible conflicts of interest of Board members;
  9. Review and assess the adequacy of this charter no less than annually and submit any changes to the Board for approval;
  10. Report its actions and any recommendations to the Board on a periodic basis; and
  11. Annually perform, or participate in, an evaluation of the performance of the Committee, the results of which shall be presented to the Board.

Nominating Policies

The Committee may not nominate an individual for election or re-election as a member of the Board if, at the time of the nomination, the individual has attained the age of 75 years.

Authority

In order to fulfill its role, the Committee shall have the authority to retain and terminate a search firm to assist in the identification of director candidates, and have the authority to approve the search firm’s fees and other retention terms.  The Committee shall also have the authority to retain legal, accounting or other experts that it determines to be necessary to carry out its duties and to determine compensation for such advisors.

Charter of the Strategic Planning and Capital Allocation  Committee of the Board of Directors of RF Industries, Ltd.

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Purpose

The primary function of the Strategic Planning and Capital Allocation Committee (the “Committee”) of the Board of Directors (the “Board”) of RF Industries, Ltd., a Nevada corporation (the “Company”), is to exercise the responsibilities and duties set forth below, including, but not limited to, assisting the Board in carrying out its oversight responsibilities relating to potential mergers, acquisitions, divestitures, capital allocation matters and other key strategic plans and objectives.

Membership

The Board shall determine the size of the Committee, provided that the Committee shall consist of at least two directors, one of whom shall be designated by the Board to serve as the Chairperson of the Committee.

Members of the Committee and the Chairperson shall be appointed by the Board and may be removed by the Board at its discretion.  Each member of the Committee shall serve until his or her successor shall be duly appointed and qualified or until his or her earlier resignation or removal.

Meetings

1.  The Committee shall meet as often as it determines is necessary or appropriate.  Any member of the Committee may call a meeting.

2.  The Chairperson of the Committee (or in his or her absence, a member designated by the members attending the meeting) shall preside at each meeting of the Committee and set the agendas for Committee meetings.

3.  A majority of the total number of members of the Committee will constitute a quorum at any Committee meeting.  The affirmative vote of a majority of the members present shall be necessary for the adoption of any resolution.

4.  The provisions of the Company’s Bylaws that govern the conduct of Board committees shall govern the Committee.  The Committee may adopt other procedural rules that are not inconsistent with the Bylaws.

5.  The Committee may, at its discretion, permit non-member directors, officers of the Company and any other persons to be present at its meetings.

6.  The Chairperson of the Committee shall provide to the Board such reports on the activities of the Committee as the Board may from time to time request.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

1.  Review all existing and future strategic alternatives for the Company and its businesses, and make proposals to the Board with respect to the foregoing.

2.  Review all existing and future mergers and acquisitions activity for the Company, and make proposals to the Board with respect to the foregoing.

3.  Review all existing and future cash needs and sources of cash of the Company, and make proposals to the Board with respect to the foregoing.

4.  Review and assess the adequacy of this Charter periodically as conditions dictate and recommend any modifications to this Charter, if and when appropriate, to the Board for its approval.

5.  Exercise such additional powers and duties as may be reasonable, necessary or desirable, in the Committee’s discretion, to fulfill its duties under this Charter.

6.  Perform any other activities or responsibilities as may be delegated to the Committee, from time to time, by the Board.

Advisors and Funding

The Committee shall have the authority to retain outside legal counsel, accountants and other advisors as it deems necessary and appropriate to carry out its duties and responsibilities hereunder.  The Company shall provide appropriate funding, as determined by the Committee, for (i) the advisors referred to in the immediately preceding sentence employed by the Committee, and (ii) payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.