R F INDUSTRIES LTD

Our compensation program is currently designed to recruit and retain as executive officers individuals with the highest capacity to develop, grow and manage our business, and to align their compensation with the Company’s short-term and long-term goals. To do this, the compensation program for executive officers is made up of the following main components: (i) base salary, designed to compensate our executive officers for work performed during the fiscal year; (ii) annual cash incentive programs, designed to reward the executive officers for achieving yearly performance goals and for their individual performances during the fiscal year; and (iii) equity-based awards, meant to align the executive officers’ interests with the interests of our stockholders.

*Base Salary.*Base salaries for our executive officers are determined by an assessment of the Company’s overall financial and operating performance, each executive officer's experience, duties, responsibilities, performance evaluation and changes in his or her responsibilities. We seek to establish annual base salaries that the Compensation Committee believes are fair and competitive with salaries for executive officers in similar positions and with similar responsibilities in the Company’s marketplace. Periodically, the Compensation Committee engages a compensation consultant to advise the Compensation Committee regarding the components and levels of the executive compensation program, including our incentive and equity-based compensation plans.

Annual Cash Bonuses. Our short-term cash incentive program is designed to motivate our executives, including the NEOs, and reward them with cash payments for achieving quantifiable, pre-established business results and individual performance goals. In order for the NEOs to be eligible to receive a cash bonus, the Company must attain minimum performance thresholds for the fiscal year in each selected metric, as established by the Compensation Committee. Additionally, each NEO’s award is subject to the discretionary review of his performance by the Compensation Committee, in its sole discretion after consultation with the Company’s Chief Executive Officer.

The minimum, target and maximum cash bonus payable to the Chief Executive Officer is, respectively, 0%, 75% and 112.5% of his annual base salary, depending on achievement of the specified goals. For the other participants, the minimum bonus is 0%, the target bonuses range from 15% to 50% of base pay, and the maximum cash bonus payable ranges from 22.5% to 75% of the recipient’s fiscal 2025 annual base salary.

For the Chief Executive Officer and other employees, bonuses will be weighted and based on (i) the Company’s achievement of certain fiscal 2025 revenues (weighted 30%), (ii) fiscal 2025 adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) (weighted 50%), (iii) adjusted EBITDA, less interest expense on a per share basis (weighted 10%), and (iv) a subjective evaluation of each individual’s performance (weighted 10%).

For the Chief Financial Officer, President and Chief Operating Officer, bonuses will be weighted and based on (i) the Company’s achievement of certain fiscal 2025 revenues (weighted 20%), (ii) fiscal 2025 adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) (weighted 50%), (iii) adjusted EBITDA, less interest expense on a per share basis (weighted 10%), and (iv) a subjective evaluation of each individual’s performance (weighted 20%).

Adjusted EBITDA is a non-GAAP measure. The calculation of adjusted EBITDA will exclude the impact of one-time charges related to any business acquisitions or dispositions effected during the year, severance payments, moving costs, the impact of the Federal Paycheck Protection Program loans the Company has received, earn-out payments or reversals, other non-recurring items, executive bonus payments and equity compensation expenses accrued to management. The Board and the Compensation Committee reserve the right to modify these goals, criteria and target percentage at any time, and to grant bonuses to the participants even if the performance goals are not met. In addition, the Board and Compensation Committee may modify the bonus plan targets to reflect significant changes in Company’s business, including changes due to acquisitions or dispositions of businesses or product lines. The 2025 bonuses will be paid within 75 days after the end to the fiscal year to participating officers and managers who are employed with the Company or its subsidiaries on the date of payment.

In fiscal 2025, the Board determined that each of these officers achieved at varying amounts their respective subjective personal performance and contribution goals, and therefore earned a bonus based on their individual achievement percentages of these goals for the fiscal year ended October 31, 2025.

Annual Equity Awards. Our annual equity awards are designed to reward the NEOs based on the future performance of the Company by motivating the creation of stockholder value. The goals of the long-term incentive program are to:

Annually at its January meeting, the Compensation Committee grants long-term incentive awards. All such equity-based awards are valued on the date of the grant. Typically, equity-based incentive grants are only made annually unless a hire or promotion occurs during the year. For fiscal 2025, the Compensation Committee approved annual equity awards to the NEOs in the form of restricted shares of common stock and options to purchase shares of the Company’s common stock. Provided the NEO is still employed with the Company or its subsidiaries on the following dates, (i) one-quarter of the restricted shares and options will vest on January 13, 2026; and (ii) the remaining restricted shares and options shall vest in twelve equal quarterly installments over the next three years, commencing with the first quarter following January 13, 2026. The options have a ten-year term and an exercise price of $3.88 per share (which was the closing price of the Company’s common stock on the date of grant).

The table below summarizes all annual equity awards granted to each NEO during fiscal 2025:

*Other Compensation.*Our NEOs are eligible to participate, on the same basis as our other employees, in our employee benefit plans, including our medical, dental, vision, life and disability plans, and our 401(k) plan. We generally do not provide our NEOs with perquisites or other personal benefits.