RF INDUSTRIES, LTD.
7610 Miramar Road
San Diego, California 92126

NOTICE IS HEREBY GIVEN THAT THE ANNUAL MEETING OF STOCKHOLDERS
WILL BE HELD ON SEPTEMBER 5, 20188, 2021

An Annual Meeting of Stockholders of RF Industries, Ltd., a Nevada corporation (the “Company”), will be held at the offices of TroyGould PC, 1801 Century Park East, 16^th Floor, Los Angeles,RF Industries, Ltd., 7610 Miramar Road, Suite 6000, San Diego, California, 9006792126 on Wednesday, September 5, 2018,8, 2021, at 10:11:00 a.m., for the following purposes:

The Board of Directors has fixed the close of business on July 13, 201812, 2021 as the record date for determination of stockholders entitled to notice of and to vote at the Annual Meeting of Stockholders or any adjournment thereof. Only stockholders of record on July 12, 2021 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

We are pleased to take advantage of Securities and Exchange Commission rules that allow companies to furnish theirThis proxy materials over the Internet. We are mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of our proxy materialsstatement and our 20172020 Annual Report on Form 10-K. The Notice contains instructions on how to access those documents and to cast your vote viacan be accessed directly at the Internet. The Notice also contains instructions on how to request a paper copy of our proxy materials and our 2017 Annual Report on Form 10-K. All stockholders who do not receive a Notice will receive a paper copy of the proxy materials and the Annual Report by mail. This process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.following internet address: https://materials.proxyvote.com/749552.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend it is important that your shares be represented and voted at the meeting. IAnnual Meeting, we urge you therefore, to return a signed proxy card orsubmit your vote byvia the internet, telephone, or over the Internet so that you can be sure your votes are properly counted, even if you plan to attend the meeting. Information about voting procedures can be found in the proxy statement.mail.

I hope you will join us.

	By Order of the Board of Directors,
	Robert Dawson
	President and Chief Executive Officer
San Diego, California
July 25, 201827, 2021

RF INDUSTRIES, LTD.
7610 Miramar Road
San Diego, California 92126

PROXY STATEMENT

PROXY STATEMENT

General

The enclosed proxy is solicited on behalf of the Board of Directors of RF Industries, Ltd., a Nevada corporation (the(“we,” “us” or the “Company”), for use at the Annual Meeting of Stockholders (“Annual Meeting”) to be held on Wednesday, September 5, 2018,8, 2021, at 10:11:00 a.m. local time, or at any adjournment or postponement thereof. The Annual Meeting will be held at the offices of TroyGould PC, 1801 Century Park East, 16^th Floor, Los Angeles,RF Industries, Ltd., 7610 Miramar Road, Suite 6000, San Diego, California, 90067.92126.

The Notice of Internet Availability is first being mailed to our stockholders on or about July 25, 2018.27, 2021.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON SEPTEMBER 5, 20188, 2021

The Company’sCompany’s Notice of Annual Meeting, this proxy statement, the proxy card, and our Annual Report for the fiscal year ended October 31, 20172020 are available on the Internet at https://materials.proxyvote.com/749552 and on our website atwww.rfindustries.com under “Investor“Investor Information.”

Voting”

Only stockholders of record at the close of business on July 13, 2018,12, 2021, will be entitled to notice of and to vote at the Annual Meeting. On July 13, 2018,12, 2021, there were 9,245,78510,015,657 shares of common stock outstanding. The Company is incorporated in Nevada and is not required by Nevada corporation law or its Articles of Incorporation to permit cumulative voting in the election of directors.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

How can I attend the Annual Meeting?

You may attend the Annual Meeting if you are listed as a stockholder of record as of July 13, 201812, 2021, and bring proof of your identity. If you hold your shares in street name through a broker or other nominee, you will need to provide proof that you are the beneficial owner of the shares by bringing either a copy of a brokerage statement showing your share ownership as of July 13, 2018,12, 2021, or a legal proxy if you wish to vote your shares in person at the Annual Meeting.

How can I vote my shares in person at the Annual Meeting?

Shares held directly in your name as the stockholder of record may be voted in person at the Annual Meeting. If you choose to do so, please bring proof of your identity to the Annual Meeting. If your shares are held in a stock brokerage account or by a bank or other nominee, you have the right to direct your broker or nominee on how to vote these shares and are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you receive a proxy from your broker or nominee. Your broker or nominee has provided voting instructions for you to use. If you wish to attend the Annual Meeting and vote in person shares held in your brokerage account name, please contact your broker or nominee so that you can receive a legal proxy to present at the Annual Meeting. Even if you plan to attend the Annual Meeting, we urge you to vote in one of the ways described below so that your vote will be counted if you later decide not to attend the Annual Meeting or are unable to attend. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you change your proxy instructions as described above.

How can I vote my shares without attending the Annual Meeting?

Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct your vote without attending the Annual Meeting. You may vote by granting a proxy or, for shares held in street name, by submitting voting instructions to your broker or nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to the summary instructions below, the instructions included on the Notice of Internet Availability of the proxy materials, and if you request printed proxy materials, the instructions included on your proxy card or, for shares held in street name, the voting instruction card provided by your broker or nominee.

What vote is required for the proposals?

With regardThe representation, in person or by proxy, of at least a majority of the outstanding shares of common stock entitled to the election of directors, the two nominees receiving the greatest number of votes cast will be elected provided a quorum is present. On each matter properly presented and submitted to a vote at the Annual Meeting each share will have one voteis necessary to constitute a quorum for shares represented at the Annual Meeting (in person or by proxy) and entitled to vote.transaction of business. Shares represented by proxies that reflectpursuant to which votes have been withheld from any nominee for director, or which contain one or more abstentions or broker non-votes (that is, shares held by a broker or nominee which“non-votes,” are represented at the meeting, but with respect to which such broker or nominee is not empowered to vote on a particular proposal) will be counted as shares that are present and entitled to voteor represented for purposes of determining the presence or absence of a quorum. Abstentionsquorum for the Annual Meeting. A “non-vote” occurs when a broker or other nominee holding shares for a beneficial owner votes on one proposal, but does not vote on another proposal because the broker does not have discretionary voting power and has not received instructions from the beneficial owner.

Election of Directors (Proposal No. 1). Directors are elected by a plurality of the votes cast, in person or by proxy, at the Annual Meeting. The nominee who receives the highest number of affirmative votes of the shares present or represented and voting on the election of directors at the Annual Meeting will be elected to our Board of Directors. Shares present or represented and not so marked as to withhold authority to vote for a particular nominee will be voted in favor of a particular nominee and will be counted towardstoward such nominee’s achievement of a plurality. Shares present at the tabulation of votes cast on mattersmeeting or represented by proxy where the stockholder properly presentedwithholds authority to vote for such nominee in accordance with the stockholders (except the election of directors)proxy instructions and will have the same effect as negative votes. Broker non-votesbroker “non-votes” will not be counted as votes cast and, therefore, will have no effecttoward such nominee’s achievement of plurality.

Advisory Vote on the outcomeCompensation of our Named Executive Officers (Proposal No. 2). For the advisory vote on the compensation of our named executive officers, the affirmative vote of the matters presented at the Annual Meeting. If the enclosed proxy is properly executed and returned to, and received by, the Company prior to voting at the Annual Meeting, themajority of shares represented thereby will be votedpresent, in accordance with the instructions marked thereon. If no instructions are indicated on a properly executed proxy, the sharesperson or represented by proxy, and voting on that proxy willmatter is required for approval. Shares voted to abstain are included in the number of shares present or represented and voting on each matter. Shares subject to broker “non-votes” are considered to be votednot entitled to vote for the particular matter and have the practical effect of reducing the number of affirmative votes required to achieve a majority for such matter by reducing the total number of shares from which the majority is calculated.

Ratification of Independent Accountants (Proposal No. 3). For the ratification of the appointment of CohnReznick LLP as recommended by our Board of Directors. Assuming that a quorum is present,independent registered public accounting firm for the fiscal year ending October 31, 2021, an affirmative vote of a majority of the shares of common stock present, in person or represented by proxy, and voting on such matter is required for approval. Shares voted to abstain are included in the number of shares present or represented and voting. Brokers are entitled to vote on this matter without direction from you, and therefore are included in the number of affirmative votes required to achieve a majority.

Other Matters. The Board of Directors knows of no other matters to be presented at the Annual Meeting. If any other matter should be presented at the Annual Meeting and entitledupon which a vote properly may be taken, the persons named on the enclosed proxy will have discretionary authority to vote will be required to (i) approve, on an advisory basis, our executive compensation for our named executive officers and (ii) ratify the appointment of our independent registered public accounting firm.

As a result of changes madeshares represented by the Dodd-Frank Wall Street Reform and Consumer Protection Act to the regulation of brokers under certain self-regulatory organizations such as the New York Stock Exchange (“NYSE”) and NASDAQ Stock Market LLC (“Nasdaq”), brokers are not permitted to vote on the election of directors or the advisory proposal on executive compensation without instructions from the beneficial owner. Therefore, if your shares are heldproxies in the name of your broker, bank or other nominee, your vote is especially important.accordance with their best judgment.

Revocability of Proxies

Any person giving a Proxy in the form accompanying this Proxy Statement has the power to revoke it any time before its exercise. To revoke a proxy previously submitted by telephone or through the Internet, you may simply vote again at a later date, using the same procedures, in which case your later submitted vote will be recorded and your earlier vote revoked. A proxy may also be revoked by filing with the Secretary of the Company’s principal executive office, 7610 Miramar Road, San Diego, California 92126-4202, an instrument of revocation or a duly executed proxy bearing a later date, or it may be revoked by attending the Annual Meeting and voting in person.Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote in person at the Annual Meeting, you must obtain from the record holder a proxy issued in your name.

If I am a beneficial owner of shares, can my brokerage firm vote my shares?

If you are a beneficial owner and do not vote via the Internet, telephone, or by returning a signed voting instruction card to your broker, your shares may be voted only with respect to so-called routine matters where your broker has discretionary voting authority over your shares. Brokers will have such discretionary authority to vote on Proposal 3 regarding the ratification of the selection of our independent registered public accounting firm for 2018,2021, but not on any of the other proposals.

We encourage you to provide instructions to your brokerage firm by returning your voting instruction card. This ensures that your shares will be voted at the Annual Meeting with respect to all of the proposals described in this proxy statement.

Solicitation

The Company will bear the entire cost of solicitation of proxies, including the preparation, assembly, printing, and mailing of this Proxy Statement, the proxy, and any additional material furnished to stockholders. Copies of solicitation material will be furnished to brokerage houses, fiduciaries, and custodians holding shares in their names that are beneficially owned by others to forward to such beneficial owners. In addition, the Company may reimburse such persons for their cost of forwarding the solicitation material to such beneficial owners. The solicitation of proxies by mail may be supplemented by telephone, facsimile, or email, and/or personal solicitation by directors, officers, or employees of the Company. No additional compensation will be paid for any such services. Except as described above, the Company does not intend to solicit proxies.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published by the Company on Form 8-K within four business days following the Annual Meeting.

PROPOSAL 1:
NOMINATION AND ELECTION OF DIRECTORS

The Company’s Amended and Restated Bylaws (the “Bylaws”) provide for the classification of our Board of Directors into three classes of directors, with each class as nearly equal in number as possible, with staggered terms of office. At each annual meeting of stockholders, the successors to the class of directors whose terms expire at that meeting will be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election and until their successors have been duly elected and qualified.

The Company’sOur Board of Directors is currently is composed of the following members: Marvin H. Fink, Howard F. Hill, William L. Reynolds, Joseph Benoit, Gerald T. Garland, Sheryl Cefali, Mark K. Holdsworth, and Robert Dawson. On June 21, 2018, the Board of Directors increased the number of directors on the Board of Directors to six members and appointed Robert Dawson, the Company’s current President and Chief Executive Officer, to also serve as a director, effective June 21, 2018. Mr. Dawson has been appointed as a Class III director, and will serve until theelected at each annual meeting of stockholders at which the Class III directors are elected (which meeting is scheduled to be held in 2019) and until his successor has been duly elected and qualified. Two directors are to be elected at the Annual Meeting. The two nominees to be elected at the Annual Meeting are Mr. Hill and Mr. Benoit. The directors elected at the Annual Meeting will hold office until their term expiresterms expire and until their successors are elected and qualified, or until their death, resignation, or removal. At the Annual Meeting, directors for Class II will be elected. Currently, Joseph Benoit and Mark K. Holdsworth are the two Class II directors. Mr. Benoit has informed the Board that he will not stand for re-election at the Annual Meeting. Therefore, the Board has reduced the number of directors from six to five, and the Company’s only nominee for election at the Annual Meeting is Mr. Holdsworth.

The two nomineesnominee receiving the highest number of affirmative votes cast at the Annual Meeting shall be elected as directorsdirector of the Company. Mr. Hill and Mr. Benoit haveHoldsworth has agreed to serve if elected. If for any reason Mr. Hill or Mr. BenoitHoldsworth is not a candidate when the election occurs, we intend to vote proxies for the election of a substitute nominee or, in lieu thereof, our Board of Directors may reduce the number of directors in accordance with our Bylaws. Unless otherwise instructed, the proxy holders will vote the proxies received by them in favor of the election of Mr. Hill and Mr. Benoit.Holdworth.

A majority of the Directors are “independent directors” as defined by the listing standards of The Nasdaq Stock Market, and the Board of Directors has determined that such independent directors have no relationship with the Company that would interfere with the exercise of their independent judgment in carrying out the responsibilities of a director.

Set forth below is information regarding the nominees and the other current Board members, including information furnished by them as to their principal occupations and their ages:

Class II - NomineesNominee for Election for a Three-Year Term Expiring at the 20212024 Annual Meeting

Howard F. Hill, a founder of the Company in 1979, served as the Company’s Chief Executive Officer until January 22, 2015. Effective January 22, 2015, Mr. Hill stepped down as the Chief Executive Officer and agreed to serve as the Company’s Chief Operating Officer. Effective April 6, 2015, Mr. Hill announced that he was taking an indefinite medical leave of absence and resigned as the Company’s Chief Operating Officer. On April 7, 2016, Mr. Hill retired as an employee of the Company, but continued to serve on the Company’s Board of Directors. On October 31, 2016, Mr. Hill assumed the position as the unpaid, interim President and Chief Executive Officer of the Company until July 17, 2017, the date that his successor, Robert Dawson, assumed the duties of President and Chief Executive Officer. In addition, from January 18, 2013 until June 7, 2013, Mr. Hill also served as the Company’s interim Chief Financial Officer. Mr. Hill has credits in Manufacturing Engineering, Quality Engineering and Industrial Management. He was the President of the Company from July 1993 until July 2011. He has held various positions in the electronics industry over the past 60 years.

Joseph BenoitMark K. Holdsworth was appointed to the Board on December 31, 2020. Mr. Holdsworth is the Managing Partner of Directors onThe Holdsworth Group, LLC (“THG”), which he founded in 2019. THG is a capital partner, advisor, and curator of alternative investments for family offices and corporations worldwide. From 1999-2018, Mr. Holdsworth was a Co-Founder, Managing Partner and Operating Partner of Tennenbaum Capital Partners, LLC (“TCP”), a Los Angeles-based private multi-strategy investment firm that was acquired by BlackRock, Inc. in August 2018, and was a Managing Director of BlackRock until April 8, 2013.2019. Mr. Benoit retiredHoldsworth is currently a director of Parsons Corporation (NYSE: PSN), where he serves as Chairman of the Corporate Governance and Responsibility Committee, and as a member of the Executive Committee. Mr. Holdsworth earned a Bachelor of Arts degree from Union Bank in June 2012 after serving in various managementPomona College, a Bachelor of Science degree (with Honors) from the California Institute of Technology and leadership roles for over 20 years. Managing over 100 Union Bank branch offices in Southern California and being the heada Master of Business Banking were among his responsibilities. As an Executive Vice President, he also served as Union Bank’s integration manager for FDIC assisted acquisitions. Mr. Benoit has a B.S. inAdministration degree from Harvard Business Administration from San Diego State University and an MBA from National University. He is also a graduate of Pacific Coast Banking School and serves as a director on various non-profit boards.School.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”“FOR” ELECTION OF THE FOREGOING NOMINATED DIRECTORS.DIRECTOR.

Continuing Directors

The following is a description of the incumbent Class IIIII and Class IIII directors whose terms of office will continue after the Annual Meeting:

Class III - Directors Continuing in Office Until the 20192022 Annual Meeting

William L. Reynolds is a retired financial executive. Mr. Reynolds most recently was the Vice President of Finance and Administration for Teledyne Controls from 1994 until his retirement in 1997. Prior thereto, for 22 years he was the Vice- President of Finance and Administration of Teledyne Microelectronics. Mr. Reynolds also was a program finance administrator of Teledyne Systems Company for five years. He has a B.B.A. degree in Accounting from Woodbury College.

Robert Dawson has been the Company’s current President and Chief Executive Officer since July 17, 2017. Effective July 21, 2018, Mr. Dawson was appointed to the Company’s Board to also serve as a director. Prior to joining RF Industries on July 17, 2017, Mr. Dawson was President and CEO of Vision Technology Services, an information technology consulting and project management company that was acquired by BG Staffing. He spent 2007-2013 at TESSCO Technologies, a publicly traded distributor of wireless products and services. At TESSCO Mr. Dawson held multiple executive roles in sales, marketing, product management and strategy culminating with being Vice President of Sales, responsible for TESSCO’s sales organization and leading a team delivering more than $700 million in sales. He joined TESSCO through the 2007 acquisition of NetForce Solutions, a technology training and consulting firm that he co-founded in 2000 and led as the Chief Executive Officer through seven years of growth before being acquired by TESSCO. Mr. Dawson received his Bachelor's degree in Business Administration from Hillsdale College.

Sheryl Cefali was appointed to the Board of Directors on June 7, 2019. Ms. Cefali is a Managing Director in the transactions opinions practice at Duff & Phelps and head of the firm's Los Angeles office. Ms. Cefali has over 25 years of experience rendering fairness and solvency opinions and determining valuations of companies and securities. She is a member of the Fairness and Solvency Opinion Senior Review Committee at Duff & Phelps. Prior to joining Duff & Phelps in 1990, she was a Vice President with Houlihan Lokey. Ms. Cefali received her M.B.A. from the University of Southern California and her B.A. from the University of California at Santa Barbara. Ms. Cefali holds the FINRA Series 7 and 63 licenses. Ms. Cefali also serves as an officer and a director on the board of the Women’s Leadership Council. In January 2019, the Los Angeles Business Journal named Ms. Cefali as one of the Top Women in Banking.

Class I - DirectorDirectors Continuing in Office Until the 20202023 Annual Meeting

Marvin H. Fink is a retired executive. Mr. Fink most recently served as the Chief Executive Officer, President and Chairman of the Board of Recom Managed Systems, Inc. from October 2002 to March 2005. Prior thereto, Mr. Fink was President of Teledyne’s Electronics Group. Mr. Fink was employed at Teledyne for 39 years. He holds a B.E.E. degree from the City College of New York, an M.S.E.E. degree from the University of Southern California and a J.D. degree from the University of San Fernando Valley. He is an inactive member of the California Bar.

Gerald T. Garland was most recently Senior Vice President of Solutions Development and Product Management for TESSCO Technologies, a publicly-traded value-added distributor and solutions provider for the wireless industry. Mr. Garland also served as Senior Vice President of the Commercial Division at TESSCO, where he was responsible for sales, business and product development and product management at the Company’s core wireless communications business. He was previously Director of Business Development at American Express Tax and Business Services from 2002 to 2003, where he was involved in an expanded asset recovery capability for Fortune 1000 corporations. From 2000 to 2001, he was Chief Financial Officer at Mentor Technologies, a developer of on-line, Cisco certification training products. Mr. Garland was Chief Financial Officer and Treasurer at TESSCO Technologies from 1993 to 1999 during the Company’s successful Initial Public Offering and oversaw TESSCO’s annual sales expansion from $50 million to over $190$160 million. Prior to joining TESSCO, Mr. Garland held leadership positions at Bank of America and Stanley Black & Decker. Mr. Garland received his MBA, with a concentration in Finance, from Loyola University and his Bachelor of Science in Business Management and Accounting from Towson University. He is currently the Managing Director at Inscite Consulting, on the Board of Directors and Chief Adviser to the World Trade Center Institute and on the Executive Advisory Board of Patriot Capital. He is also on the Executive Committee of Communications Electronics, Inc., and the Board of SOZO Children.

In determining whether the nomination of each current director was appropriate and that each current director is qualified to serve on the Board of Directors, the Board considered the following:

Marvin H. Fink: Mr. Fink has significant experience in a variety of areas important to overseeing the management and operations of this Company, including experience as an executive officer, an engineer, and a lawyer. Mr. Fink has been the principal executive officer of a public company as well as the President of Teledyne’s Electronics Group. He has degrees in engineering and law and was involved in the electronics industry for over 40 years.

Howard F. Hill: Mr. Hill is a founder of the Company and has over 60 years of experience in the electronics industry.

Joseph Benoit: Mr. Benoit has significant financial management and banking experience, having served in various executive positions at Union Bank.

William L. Reynolds: Mr. Reynolds has significant accounting and financial management expertise, having served as VP of Finance and Administration for Teledyne Controls, as the Vice-President of Finance and Administration of Teledyne Microelectronics, and as a program finance administrator of Teledyne Systems Company. He also has a degree in accounting, which enables him to serve as the “audit committee financial expert” of the Audit Committee.

Gerald T. Garland:Mr. Garland has significant leadership experience in product management, sales management, corporate strategy, solutions development, global sourcing, and financial management. Mr. Garland served as a Chief Financial Officer and Senior Vice President for a leading distributor and solutions provider to the wireless industry for over 18 years. Mr. Garland has also held senior leadership positions with Bank of America, Stanley Black & Decker, American Express and TESSCO Technologies.

Sheryl Cefali:Ms. Cefali has over 30 years of experience rendering fairness and solvency opinions and determining valuations of companies and securities. Ms. Cefali is currently a Managing Director at Duff & Phelps, is the head of that firm’s Los Angeles office, and is a member of that firm’s Fairness and Solvency Opinion Senior Review Committee. Prior to joining Duff & Phelps in 1990, she was a Vice President with Houlihan Lokey.

Mark K. Holdsworth:  Mr. Holdsworth has significant experience in investment banking and investment management.  In addition, Mr. Holdsworth has experience in serving on the Boards of Directors of major public companies, and as the Chairman of a Corporate Governance and Responsibility Committee.

Robert Dawson:Mr. Dawson has significant leadership experience in sales, marketing, product management and strategy for a leading publicly traded distributor of wireless products and services. Mr. Dawson also served as President and CEO of an information technology consulting and project management company and was a co-founder of a successful telecom and wireless technology training and consulting firm that he co-founded and led for seven years of growth until it was acquired.

Terms of Service

EachThe director to be elected at the Annual Meeting will hold office until hishis/her three-year term expires and until hishis/her successor is elected and has qualified, or until his or his/her death, resignation, or removal.

Board Leadership Structure

Currently, the positions of Chairman of the Board of Directors and Chief Executive Officer of the Company are held by separate individuals, with Mr. FinkHoldsworth serving as Chairman of the Board and Robert Dawson serving as Chief Executive Officer and as a director on the Board. Mr. Fink,Holdsworth, an independent director, has servedwas appointed as the Chairman of the Board since 2007, and thein June 2021. The Company has continuously had a separate Chairman of the Board and Chief Executive Officer for more than a decade.since 2007. The Chairman of the Board is appointed by our Board of Directors.

The Board of Directors currently believes that this structure is best for the Company, as it allows Mr. Dawson to focus on the Company’s strategy, business and operations while serving as a liaison between the Board and the Company’s senior management. The Board currently believes the separation of offices is beneficial because a separate Chairman can provide the Chief Executive Officer with guidance and feedback on his performance and the Chairman provides a more effective channel for the Board to express its views on management. This structure can also enable Mr. FinkHoldsworth and the other members of the Board to be better informed and to communicate more effectively on issues, including with respect to risk oversight matters.

The Board does not believe that a formal policy separating the positions of Chairman of the Board and Chief Executive Officer is necessary. The Board continually evaluates our leadership structure and could in the future decide to combine the Chairman and Chief Executive Officer positions if it believes that doing so would serve the best interests of the Company and our stockholders.

Management

Robert Dawson has served as our President and Chief Executive Officer since July 17, 2017. See, “Proposal“Proposal No. 1: Nomination and Election of Directors — Class III - Directors Continuing in Office Until the 20192022 Annual Meeting,” above.

Mark Turfler, Senior Vice President and Chief Financial Officer,Peter Yin, age 38, was appointed as the Company’s ActingInterim Chief Financial Officer and new Corporate Secretary on June 7, 2013. Effectiveeffective as of January 10, 2014, Mr. Turfler wasJuly 11, 2020, and promoted to Chief Financial Officer.Officer on January 12, 2021. Mr. Turfler joined the Company in January 2013 as our Controller. Prior to joining the Company, Mr. Turfler worked in senior accounting/finance positions at Ligand Pharmaceuticals, Inc. from 2006 to 2009, at Cylene Pharmaceuticals, Inc. from 2010 to 2011, and as an independent financial/accounting consultant from 2012 until he joined the Company in January 2013. Mr. Turfler has more than 35 years of accounting and finance experience including several years with publicly traded companies in a variety of senior financial executive positions with wireless telecommunications, international manufacturing, medical device and software companies. Mr. Turfler began his career with PricewaterhouseCoopers after graduating from Syracuse University with a B.S. in accounting. Mr. TurflerYin, who is a Certified Public Accountant and a memberCertified Fraud Examiner, joined the Company in September 2014 and served as the Company’s Senior Vice President, Finance & Operations since November 2019. Prior to joining the Company, Mr. Yin worked at Sony Corporation of America in Corporate Audit from 2010 to 2014, and at Grant Thornton in the American InstituteAssurance practice from 2006 to 2010. Mr. Yin received a Bachelor’s degree from the University of CPAs, California Society of CPAs, Corporate Directors Forum and Financial Executives International.San Diego.

Board of Director Meetings

During the fiscal year ended October 31, 2017,2020, the Board of Directors met eleven times, and each member of the Board of Directors attended at least 75% of the meetings of the Board of Directors and of the Board committees on which hethey served.

Board Committees

During fiscal 2017,2020, the Board of Directors maintained three committees, the CompensationAudit Committee, the AuditCompensation Committee, and the Nominating and Corporate Governance Committee.

The Audit Committee meets periodically with the Company’s management and independent registered public accounting firm to, among other things, review the results of the annual audit and quarterly reviews and discuss the financial statements. The Audit Committee also hires the independent registered public accounting firm, and receives and considers the accountant’s comments as to controls, adequacy of staff and management performance and procedures. The Audit Committee is also authorized to review related party transactions for potential conflicts of interest and to conduct internal investigations into whistleblower complaints. During fiscal 2017,2020, the Audit Committee was composed of Mr. Reynolds (Chairman)Garland (Chair), Mr. Benoit, and Mr. Fink. On June 9, 2017, Mr. Garland was appointed to the BoardMs. Cefali, each of Directors and replaced Mr. Finkwhom still serves on the Audit Committee. Each of these individuals wasthe current members of the Audit Committee is a non-employee director and wasis independent as defined under the NASDAQ Stock Market’s listing standards. EachIn addition, each of the members of the Audit Committee has significant knowledge of financial matters, and Mr. ReynoldsGarland is an “audit committee financial expert.”expert”. The Audit Committee met fivefour times during fiscal 2017.2020.

TheDuring fiscal 2020 and continuing through the date of this Proxy Statement, the Compensation Committee currently consistsconsisted of Messrs.Ms. Cefali (Chair), Mr. Fink, Reynolds,Mr. Garland, and Mr. Benoit (Chairman) each of whom is a non-employee director and is independent as defined under the NASDAQ Stock Market’s listing standards. Mr. Benoit’s term on the Compensation Committee will end when his term as a director ends on September 8, 2021. The Compensation Committee is responsible for considering and recommending to the Board the compensation arrangements for senior management. As part of its other responsibilities, the Compensation Committee provides general oversight of our compensation structure, and, if deemed necessary, retains, and approves the terms of the retention of compensation consultants and other compensation experts. Other specific duties and responsibilities of the Compensation Committee include reviewing the performance of executive officers; reviewing and approving objectives relevant to executive officer compensation; recommending equity-based and incentive compensation plans; and recommending compensation policies and practices for service on our Board of Directors and its committees and for the Chairman of our Board of Directors. The Compensation Committee held six formalfive meetings during fiscal 2017,2020, which were attended by all committee members.

The Nominating and Corporate Governance Committee is responsible for developing and recommending corporate governance guidelines to the Board, identifying qualified individuals to become directors, recommending selected nominees to serve on the Board, and overseeing the evaluation of the Board and its committees.  TheDuring fiscal 2020 and continuing through the date of this Proxy Statement, the Nominating and Corporate Governance Committee currently consistsconsisted of Messrs.Mr. Benoit (Chair), Mr. Fink, (Chairman), Benoit,Ms. Cefali, Mr. Holdsworth and Reynolds,Mr. Garland, each of whom is a non-employee director and is independent as defined under the NASDAQ Stock Market’s listing standards. Mr. Benoit’s term on the Nominating and Corporate Governance Committee will end when his term as a director ends on September 8, 2021.  The Nominating and Corporate Governance Committee held one meetingfive meetings during fiscal 2017,2020, which waswere attended by all committee members.

The Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee each operate pursuant to a written charter, which charters are available on our website at www.rfindustries.com.

Nominating Directors

The Nominating and Corporate Governance Committee has not adopted a formal policy with regard to the consideration of diversity when evaluating candidates for election to the Board. However, the Nominating and Corporate Governance Committee believes that Board membership should reflect diversity in its broadest sense, but should not be chosen nor excluded based on race, color, gender, national origin, or sexual orientation.  In this context, the Nominating and Corporate Governance Committee does consider a candidate’s experience, education, industry knowledge, history with the Company, if any, and differences of viewpoint when evaluating his or her qualifications for election to the Board.

The Nominating and Corporate Governance Committee believes that the Board of Directors should consist of individuals who possess the integrity, education, work ethic, experience, and ability to work with others necessary to oversee our business effectively and to represent the interests of all of the Company’s stockholders. The Nominating and Corporate Governance Committee also believes that it is desirable for directors to own an equity interest in the Company in order to better align their interests with those of the stockholders. The standards that the Nominating and Corporate Governance Committee considers in selecting candidates (although candidates need not possess all of the following characteristics, and not all factors are weighted equally) include, among other factors determined to be relevant by the Board, each director’s or nominee’s:

Stockholder Recommendations of Director Candidates  The Board of Directors will consider Board nominees recommended by stockholders. In order for a stockholderStockholders wishing to nominate a candidate for director at an annual meeting may do in the manner provided in Article III, Section 2 of the Company’s Amended and Restated Bylaws.  Among other steps, in order to nominate a candidate a stockholder must (a) provide timely notice of the nomination must be given in writing to the Corporate Secretary of the Company. To be timely,Company, (b) provide the notice must be received at the principal executive offices of the Companyinformation, agreements and questionnaires with respect to such stockholder and its candidate for nomination, and (c) provide any updates and supplemental information as set forth under “Stockholder Proposals” below. Notice of a nomination must include the following information: your name, address and number of shares you own; the name, age, business address, residence address and principal occupation of the nominee; and the number of shares beneficially ownedrequired by the nominee. It must also include the information that would be required to be disclosed in the solicitation of proxies for election of directors under the federal securities laws, as well as whether the individual can understand basic financial statementsAmended and the candidate’s other board memberships (if any). You must submit the nominee’s consent to be elected and to serve, if elected. The Board of Directors may require any nominee to furnish any other information that may be needed to determine the eligibility and qualifications of the nominee.Restated Bylaws.

Any recommendations in proper form received from stockholders will be evaluated in the same manner that potential nominees recommended by our Board members or management are evaluated.

Stockholder Communications with Board Members Stockholders who wish to communicate with our Board members may contact us at our principal executive office at 7610 Miramar Road, Suite 6000, San Diego, California 92126-4202.  Written communications specifically marked as aIn general, any stockholder communication delivered to our Corporate Secretary for ourforwarding to the Board, of Directors,the Chairman or a particular director, except those that are clearly marketing or soliciting materials,specified group of Board members will be forwarded unopenedin accordance with the stockholder’s instructions. However, our Corporate Secretary reserves the right not to the Chairman of ourforward to Board members any marketing, abusive, or to the particular director to whom they are addressed, or presented to the full Board or the particular director at the next regularly scheduled Board meeting.otherwise inappropriate materials.

Code of Business Conduct and Ethics

The Company hasWe have adopted a Code of Business Conduct and Ethics (the “Code”) that applies to all of the Company’sour directors, officers, and employees, including itsour principal executive officer and principal financial officer. The Code of Business Conduct and Ethics is posted on the Company’sour website at www.rfindustries.com. The Company intendsWe intend to disclose any amendments to the Code by posting such amendments on itsour website. In addition, any waivers of the Code of Business Conduct and Ethics for directors or executive officers of the Company will be disclosed in a report on Form 8-K.

COMPENSATION OF EXECUTIVES AND DIRECTORS

Summary Compensation Discussion and Analysis

Because the Company is a “smaller reporting company” as defined by the rules of the Securities and Exchange Commission, the Company is not required to provide a compensation discussion and analysis in this Proxy Statement. Nevertheless, this Summary Compensation Discussion and Analysis is provided in order to address certain aspects of the Company’s compensation programs and to provide stockholders with insight into the Company’s compensation philosophy, policies, and practices with respect to the Named Executive Officers that are listed in the “Executive Compensation” section below.

On October 31, 2016, Howard Hill assumed the position of interim President and Chief Executive Officer of the Company and held that position during most of fiscal 2017 until July 17, 2017, when Robert D. Dawson replaced Mr. Hill as the President and Chief Executive Officer of the Company. Because Mr. Hill held the office of interim President and Chief Executive Officer of the Company during much of fiscal 2017, he is listed below as Named Executive Officers. However, Mr. Hill was not compensated in fiscal 2017 for his service as interim President and Chief Executive Officer of the Company in fiscal 2017.

The Company’sOur compensation program is currently is 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) year-end 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 the Company’sour stockholders.

The Board has appointed a Compensation Committee which consists of Messrs. Fink, Reynolds and Benoit, to assist the Board in discharging its responsibilities relating to compensation matters, including matters relating to compensation programs for directors and executive officers. The Compensation Committee currently consists of Ms. Cefali (Chair), Mr. Fink, Mr. Garland, and Mr. Benoit. Mr. Benoit’s term as a member of the Compensation Committee will terminate when he steps down as a director on September 8, 2021. The Board of Directors believes that each member of the Compensation Committee is an “independent” director as defined by the listing standards of The Nasdaq Stock Market. The Compensation Committee has overall responsibility for evaluating and recommending compensation plans, policies and programs, and compensation and benefits of the Named Executive Officers.

The Compensation Committee attempts to structure the total compensation for the Company’s Named Executive Officers to provide a guaranteed amount of cash compensation in the form of competitive base salaries, while also providing a meaningful amount of annual cash compensation in the form of annual bonuses that is at risk and dependent on both the Company’s performance and on the individual performance of the executives. The CompanyWe also seeksseek to provide a portion of total compensation in the form of equity-based awards under the Company’sour stock option plan in order to align the long-term interests of executives with those of the Company’sour stockholders and for retention purposes. Historically, the Company haswe have made larger grants of stock options to theour Named Executive Officers and other key officers and employees at the time that the officers/key employees first join the Company, which options vest over a longer period of time (often up to nine years). These option grants are supplemented by smaller, annual options grants that are similar to the option grants made to other officers and key employees.

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. The Company seeksWe 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. To date,Periodically, the Company has not engaged an independentCompensation Committee engages a compensation consultant to assist in establishingadvise the Compensation Committee regarding the components and levels of the executive compensation payable to the Company’s executive officers. program, including our incentive and equity-based compensation plans.

The Company’s Named Executive Officers for the fiscal year ended October 31, 20172020 were (i) Robert D. Dawson, who was hired to serve as the President and Chief Executive Officer of the Company in July 2017, Howard. Hill,(ii) Mark Turfler, who served as Chief Financial Officer since January 2014 until his departure from the interimCompany in July 2020, (iii) Ray Bibisi, who was hired to serve as Chief Revenue Officer in January 2020, and (iv) Peter Yin, who was appointed Interim Chief Financial Officer in July 2020 and promoted to Chief Financial Officer in January 2021.

Fiscal Year 2020 Management Incentive Equity and Cash Compensation Plan

On January 9, 2020, the Board adopted an incentive compensation plan for the fiscal year ending October 31, 2020. The plan covers executive officers (including the Named Executive Officers) and senior managers of the Company and its subsidiaries. Under the plan, each participant (i) is eligible to receive a cash payment after the end of the fiscal year as a short-term incentive bonus, and (ii) received an equity award as a long-term incentive award.

Cash Bonuses. Under the plan, cash incentive bonuses, if any, are determined based upon (i) the Company’s achievement of specified corporate goals and (ii) the satisfaction of subjective personal performance and contribution goals established for that participant. The corporate goals will apply equally to all participating officers and managers. The subjective performance of each officer are to be evaluated and determined by the Compensation Committee, in its sole discretion, after consultation with the Company’s Chief Executive Officer.

The maximum target cash bonus payable to participants if all of the goals for fiscal 2020 are achieved range from 15% to 50% of the recipient’s fiscal 2020 base salary. Bonuses are to be weighted and based on (i) the Company’s achievement of certain fiscal 2020 revenues (weighted 30%), (ii) earnings before interest, taxes, depreciation, and amortization (EBITDA) (weighted 60%), and (iii) individual subjective performance criteria (weighted 10%). The 2020 bonuses were required to be paid within 75 days after the end of the fiscal year to participating officers and managers who are employed with the Company or its subsidiaries on the date of payment.

In January 2021, the Compensation Committee determined that none of the corporate goals were achieved and, therefore, that no bonuses were payable based on the Company’s performance. The Compensation Committee and the Board did, however, determine that Mr. Dawson, Mr. Yin, and certain of senior managers achieved some or all of their personal subjective goals. Mr. Dawson informed the Compensation Committee that he would not accept any cash bonuses for fiscal 2020. Mr. Yin was, however, granted a year-end cash bonus of $10,000, and certain other senior managers received cash bonuses based on their achievement of subjective performance criteria.

Equity Awards. In order to provide long term incentives to the Company’s officers and managers, on January 9, 2020, the Board granted participating officers and managers shares of restricted stock and/or options to purchase the Company’s common stock. Provided the participating officer or manager is still employed with the Company or its subsidiaries on the following dates, the shares of restricted stock and the options vest over four years as follows: (i) one-quarter of the restricted shares and options vested on January 9, 2021; 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 9, 2021. The options have a ten-year term and an exercise price of $6.46 per share (which was the closing price of the Company’s common stock on the date of grant).

Mr. Dawson, the Company’s President and Chief Executive Officer, was a participant in the fiscal 2020 plan and, therefore, on January 9, 2020, was granted 21,000 shares of restricted stock, and options to purchase 42,000 shares of common stock at an unpaid basis untilexercise price of $6.46 (the closing price of the Company’s common stock on the date of grant). Mr. Dawson’s shares of restricted stock and the options have the same terms, vesting schedule and price as the equity awards granted to other officers and managers under the equity awards plan. Mr. Dawson was hired,also awarded 5,062 fully-vested shares valued at $32,700. On January 9, 2020, the Compensation Committee and Mark Turfler, who has servedthe Board also granted Mr. Yin 3,750 shares of restricted stock, options to purchase 7,500 shares of common stock at an exercise price of $6.40, and 2,289 fully-vested shares.

Fiscal Year 2021 Management Incentive Equity and Cash Compensation Plan

On January 12, 2021, the Board adopted an annual incentive compensation plan for officers (including the Company’s named executive officers) and certain senior managers of the Company and its subsidiaries for the fiscal year ending October 31, 2021 (the “2021 Compensation Plan”). Under the 2021 Compensation Plan, each participant (i) received an equity award as a long-term incentive, and (ii) is eligible to receive a cash payment after the end of the fiscal year as a short-term incentive.

Equity Awards. In order to provide long-term incentives to the Company’s officers and managers, on January 12, 2021, the Board granted participating officers and managers shares of restricted stock and options to purchase the Company’s common stock. Provided the participating officer or manager is still employed with the Company or its subsidiaries on the following dates, the shares of restricted stock and the options shall vest over four years as follows: (i) one-quarter of the restricted shares and options shall vest on January 12, 2022; 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 12, 2022. The options have a ten-year term and an exercise price of $4.98 per share (which was the closing price of the Company’s common stock on the date of grant).

Mr. Dawson, the Company’s President and Chief Executive Officer, also is a participant in the 2021 Compensation Plan and was granted 21,000 shares of restricted stock and options to purchase 42,000 shares of common stock at an exercise price of $4.98 (the closing price of the Company’s common stock on the date of grant), and Mr. Yin, the Company’s Chief Financial Officer, since January 2014.

In order to induce Mr. Dawson to accept the position as the Company’s new Chief Executive Officerwas granted 5,000 shares of restricted stock and President and to relocate from the East Coast to San Diego, California, the Company agreed to grant Mr. Dawson stock options to purchase 100,00010,000 shares of the Company’s common stock and to reimburse him for up to $75,000 in relocation expenses. The options haveat an exercise price of $1.90, which was the trading price on the Nasdaq Stock Market on Mr. Dawson’s start date, and will vest as to 10,000 shares per year, with 10,000 shares having vested on his start date, and 10,000 shares vesting on each anniversary thereafter while he is employed by the Company.$4.98.

For the fiscal year ended October 31, 2017, the Company’s executive officers were eligible to receive year-end cash bonuses that were based on both quantitative metrics (including non-GAAP financial measures such as EBITDA) and subjective criteria (such as the development and execution of specified strategic plans to divest the Company of non-performing divisions or to acquire other companies or lines of business, the exercise of leadership, the support and development of management and other employees, and improvement in business activities)Cash Incentives. Each executive officer had different subjective/quantitative targets that are tailored to that officer’s duties and position.

Mr. Hill agreed not to be paid for serving as the interim President and Chief Executive Officer. Accordingly, he was not eligible for, and did not get a year-end cash bonus. Mr. Dawson joined the Company in July 2017 and therefore was not eligible to receive a year-end cash bonus for the October 31, 2017 fiscal year. Mr. Turfler was, however, eligible for a year-end cash bonus. Under the Company’s bonus plan for the fiscal 2017, Mr. Turfler was entitled to receive a year-end bonus targeted at 40% of his annual base salary, of which 70% was tied to quantitative criteria that the2021 Compensation Committee established, and 30% was based on the subjective evaluation by the Compensation Committee of his performance. The quantitative criteria established for fiscal 2017 were based on achieving certain pre-determined EBITDA goals for the entire Company. For the fiscal year ended October 31, 2017, the Company determined that none of the quantitative goals had been met. Accordingly, the Company did not payPlan, cash incentive bonuses tied to the quantitative goals to Mr. Turfler or any other officer. The Compensation Committee did, however, determine that Mr. Turfler met certain of his subjective performance goals and, therefore, was awarded a cash bonus of $15,300.

In December 2017, the Board of Directors adopted corporate goals for the determination of cash bonuses to be paid to certain officers for the current fiscal year ending October 31, 2018. Under the 2018 plan, cash bonuses, if any, will be paid to qualified participatingcertain officers of the Company and its subsidiariessenior managers based upon (i) the Company’s achievement of specified corporatefinancial goals and (ii) aon the Board’s discretionary review of each participant’s performance during the subjective personal performance and contribution of each of the officers.fiscal year that ends on October 31, 2021. The corporate goals will apply equally to all participating officers.officers and managers. The target bonus payable to participating officers starts at 15%subjective performance of each officer will be evaluated and determined by the officer’s annual salary, but will not exceed 67% of such recipient’s 2018 base salary. Cash bonuses are based on various earnings per share targets (before payment of bonuses) forCompensation Committee, in its sole discretion, after consultation with the fiscal year ending October 31, 2018. Company’s Chief Executive Officer.

The maximum target cash bonus payable to each participating officer is subjectparticipants if all of the goals are achieved range from 15% to reduction50% of the recipient’s fiscal 2021 annual base salary. Bonuses will be weighted and based upon the subjective performance of such participating officer (subjective performance criteria include, for example, the development and execution of strategic plans, the operations of that officer’s business unit, the exercise of leadership by the officer, the support and development of management and other employees, and the contribution of such officer to the improvement inon (i) the Company’s overallachievement of certain fiscal 2021 revenues (weighted 30%), (ii) fiscal 2021 adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA) (weighted 60%), and (iii) a subjective evaluation of each individual’s performance (weighted 10%). The calculation of adjusted EBITDA will exclude the impact of any business activitiesacquisitions or dispositions effected during the year, the impact of the Federal Paycheck Protection Program loans the Company has received, and profitability).equity compensation expenses accrued to management. The Board and the Compensation Committee reserve the right to modify these goals, criteria, and target percentagespercentage 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 changechanges in the Company’s business, including changes due to acquisitions or dispositions of businesses or product lines. The 20182021 bonuses will be paid within 75 days after the end to the fiscal yearby January 15, 2022 to participating officers and managers who are employed with the Company or its subsidiaries on the date of payment.

Mr. Dawson is eligible to participate in the 2018 bonus plan. Under his employment agreement, he is currently entitled to a cash bonus of up to 50% of his annual base salary. However, under the 2018 bonus plan, the maximum cash bonus payable to all participating officers, including the Chief Executive Officer, was increased to 67% of the 2018 base salary. Accordingly, Dawson could receive a larger year-end bonus under the 2018 Company bonus plan than under his employment agreement if he and the Company substantially exceed the Company’s goals.

Executive Compensation

Summary of Cash and Other Compensation. The following table sets forth compensation for services rendered in all capacities to the Company (i) for each person who served as the Company’s Chief Executive Officer at any time during the past fiscal year, (ii) for eachthe two most highly compensated executive officer (otherofficers, other than persons who served asour Chief Executive Officer)Officer, who was employed with the Company on October 31, 20172020 and who earned over $100,000 during the fiscal year ended October 31, 2017,2020, and (iii) for anyup to two other executive officerofficers who earned over $100,000 during the October 31, 20172020 fiscal year but waswere no longer employed with the Company on October 31, 20172020 (the foregoing executives are herein collectively referred to as the “Named Executive Officers”). NoExcept for the persons listed below, no other executive officer of the Company received total salary and bonus, which exceeded $100,000 in excess of $100,000,the aggregate, during the fiscal year ended October 31, 2017.2020.

(1)         As of January 2, 2019, Mr. Dawson’s salary was increased from $275,000 to $300,000, and then to $400,000 on July 17, 2019.

(2)        On January 9, 2020, Mr. Dawson was granted 21,000 shares of restricted stock valued at $134,400 and options to purchase 42,000 shares of common stock at an exercise price of $6.40 (the closing price of the Company’s common stock on the date of grant) valued at $127,844. Mr. Dawson was also awarded 5,062 fully-vest shares valued at $32,397.

(3)         Mr. Dawson’s other compensation for the fiscal 2020 and 2019 years consisted of $46,154 and $34,946, respectively, of accrued vacation.

(4)         Effective July 10, 2020, Mr. Turfler departed from the Company as its Senior Vice President—Chief Financial Officer and Corporate Secretary. Mr. Turfler will receive a severance payment of $93,500.

(5)         Mr. Turfler’s other compensation for the fiscal 2020 and 2019 years consisted of $14,546 and $6,862, respectively, of accrued vacation. Mr. Turfler’s fiscal 2020 accrued vacation balance was paid out to him upon his termination.

(6)         Mr. Bibisi joined the Company as Chief Revenue Officer as of January 6, 2020 at an annual salary of $200,000. As part of his offer letter, Mr. Bibisi was also granted options to purchase 50,000 shares of common stock at an exercise price of $6.74 (the closing price of the Company’s common stock on the date of grant) valued at $162,837.

(7)         On January 9, 2020, Mr. Bibisi was granted 5,000 shares of restricted stock valued at $32,000 and options to purchase 10,000 shares of common stock at an exercise price of $6.40 (the closing price of the Company’s common stock on the date of grant) valued at $30,439.

(8)         Mr. Bibisi’s other compensation for the fiscal 2020 year also includes $6,071 of accrued vacation.

(9)         Effective July 11, 2020, Mr. Yin was appointed Interim Chief Financial Officer and new Corporate Secretary. Effective July 11, 2020, Mr. Yin’s annual base salary increased from $175,000 to $187,000.

(10)       On January 9, 2020, Mr. Yin was granted 3,750 shares of restricted stock valued at $24,000 and options to purchase 7,500 shares of common stock at an exercise price of $6.40 (the closing price of the Company’s common stock on the date of grant) valued at $22,829. Mr. Yin was also awarded 2,289 fully-vest shares valued at $14,650.

(11)       Mr. Yin’s other compensation for the fiscal 2020 and 2019 years consisted of $26,625 and $12,638, respectively, of accrued vacation.

(12)       These cash payments were paid in January 2021 under the Company’s incentive compensation plan for the Company’s officers (including the named executive officers) and senior managers. Mr. Dawson declined to receive a cash bonus for his individual performance for the fiscal year ended October 31, 2016, Howard Hill assumed2020.

(13)      For the position of interim President and Chief Executive Officer of the Company. On July 17, 2017, Robert D. Dawson was hired to serve as the President and Chief Executive Officer of the Company. Because Mr. Hill held the office of interim President and Chief Executive Officer offiscal year ended October 31, 2019, the Company during fiscal 2017, he is listed below as Named Executive Officers. However,adopted a cash incentive compensation plan for cash bonuses that can be earned by the Company’s officers and senior managers, which bonuses are based upon (i) the Company’s achievement of specified corporate goals and (ii) the satisfaction of subjective personal performance goals. Under the cash incentive plan, Mr. Hill was not compensated in fiscal 2017Dawson’s and Mr. Turfler’s cash bonus targets were 40% of their respective base salaries, and Mr. Yin’s target for his service as interim Presidentcash bonus was 32% of his base salary. The Company’s Compensation Committee determined that Mr. Dawson met all of his corporate and Chief Executive Officerpersonal goals, Mr. Turfler met 60% of his personal targets, and Mr. Yin exceeded his personal targets. Based on the Company in fiscal 2017.foregoing evaluation, their cash bonuses were adjusted accordingly.

Fiscal 20172020 Option Grants

Upon the appointment of Robert D. Dawson as President and Chief Executive Officer on July 17, 2017, the CompanyOn January 6, 2020, Ray Bibisi was granted Mr. Dawson50,000 incentive stock options. These options to purchase 100,000 shares of common stock. The stock options are subject to the terms and conditions of the Company’s 2010 Stock Incentive Plan, have an exercise price of $1.90 (the closing trading pricevested 10,000 on the Nasdaq Stock Market on July 17, 2017),date of grant, and vestthe balance vests as to 10,000 shares per year with 10,000 shares having vested on July 17, 2017 and 10,000 shares vestingthereafter on each anniversary thereafter while he is employed byof the Company.next four anniversaries of January 6, 2020, and expire ten years from the date of grant.

No other options were granted to the Named Executive Officers during the year ended October 31, 2020.

Holdings of Previously Awarded Equity

Equity awards held as of October 31, 20172020 by each of our Named Executive Officers were issued under our 2020 Equity Incentive Plan and our 2010 Stock Incentive Plan. The following table sets forth outstanding equity awards held by our Named Executive Officers as of October 31, 2017:2020:

Outstanding Equity Awards As Of October 31, 20172020

On September 15, 2020, the Board of Directors determined that the compensation payable to directors for the next year ending with the 2021 annual meeting of stockholders will be the same as they received in 2020 (i.e., $50,000, payable one-half in cash and one-half through the grant of equity awards). Accordingly, on September 15, 2020, the Board granted each of our five non-employee directors 5,757 shares of restricted stock. The number of restricted shares granted to each director was determined by dividing $25,000 by the 20-day average closing stock price ($4.34). In addition, since non-employee directors who are also a chairperson of a committee of the Board receive additional compensation of $15,000 annually, on September 15, 2020, each of the four committee chairpersons was also awarded 3,454 shares of restricted stock for services as a committee chair. The number of restricted shares granted to each chairperson was determined by dividing $15,000 by the 20-day average closing stock price ($4.34).

Mark K. Holdsworth was appointed as a director on December 31, 2020. Thereafter, on March 4, 2021, Mr. Holdsworth was appointed as the Chair of the Strategic Planning and Capital Allocation Committee, and on June 15, 2021, Mr. Holdsworth was appointed as our Chairman of the Board. In connection with the foregoing appointments, Mr. Holdsworth was granted the following stock options and other compensation: (i) 1,344 shares of restricted stock in connection with his appointment as Chair of the Strategic Planning and Capital Allocation Committee, which was determined by prorating the $15,000 annual cash payment through the remaining term ending September 15, 2021; and (ii) 496 shares of restricted stock as the pro-rated portion of his compensation for serving as Chairman of the Board.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the ownership of the Company’s Common Stock as of July 13 201812, 2021 for (i) each director; (ii) the Compansy’s Named Executive Officers; (iii) all executive officers and directors of the Company as a group; and (iv) all those known by the Company to be beneficial owners of more than 5% of the outstanding shares of our common stock. As of July 13, 2018,12, 2021, there were 9,245,78510,015,657 shares of common stock issued and outstanding.

* Less than 1%

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of October 31, 20172020, with respect to the shares of common stock that may be issued under the Company’s existing equity compensation plans:

Compliance withDelinquent Section 16(a) of the Exchange ActReports

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s executive officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (“SEC”). Executive officers, directors and greater than 10% stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

Based solely upon a review of information furnishedthe Section 16(a) reports filed electronically with the SEC by the our executive officers and directors and persons owning more than 10% of the Company’s common stock and upon any written representations received from the executive officers and directors, to the Company, to the Company’sour knowledge, during the fiscal year ended October 31, 2017, all Section 16(a) reports were timely filed, except that William Reynolds2020, Peter Yin was late in filing a Form 3 upon his appointment as Interim Chief Financial Officer, Sheryl Cefali was late in filing two Forms 4 and Marvin Fink, Joseph Benoit, and Gerald Garland were each late in filing aone Form 4 (which was filed one day afterupon the due date).awards of options. All other Section 16(a) reports were timely filed.

PROPOSAL NO. 2:
ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’SCOMPANY’S
NAMED EXECUTIVE OFFICERS

Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, of 2010 (the “Dodd-Frank Act”), as set forth in Section 14A(a)14A of the Securities Exchange Act, of 1934, as amended (the “Exchange Act”),also enables the Company’s stockholders to vote to approve, on an advisory, non-binding basis, the compensation of our Named Executive Officers as disclosed in this proxy statement in accordance with SEC rules. At the 2014 Annual MeetingSeptember 9, 2019 annual meeting of stockholders, our stockholders approved an advisory measure that the stockholders’ advisory vote on executive compensation be held on an annual basis. The Board of Directors has determined to follow the stockholders’ recommendations and to include an annual stockholders advisory vote on the compensation of the Company’s executive officers.

As described above in the “Compensation of Executives and Directors” section of this proxy statement, the executive officer compensation programs are designed to support this Company’s business goals and to promote short- and long-term profitable growth. We urge stockholders to read the “Summary Compensation Discussion and Analysis” section of the proxy statement, which describes our executive compensation policies, and to review the other related compensation tables and narratives, which provide detailed information on the compensation of our Named Executive Officers. The Compensation Committee believes that the policies and procedures set forth in the Compensation of Executives and Directors section are effective in fulfilling the Company’s objectives and that the compensation of our named executive officers reported in this proxy statement has supported and contributed to our recent and long-term success.

Proposal No. 2, commonly known as a “say on pay” vote, gives stockholders the opportunity to endorse or not endorse the compensation of our executivesNamed Executive Officers as disclosed in this Proxy Statement. This proposal will be presented at the Annual Meeting as a resolution in substantially the following form:

RESOLVED, that the stockholders approve the compensation of the Company’s Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission in the compensation tables and related narrative disclosure in the Company’s proxy statement for the 20182021 Annual Meeting.

This vote will not be binding on the Board of Directors and may not be construed as overruling aany decision by the Board or as creating or implying any change to the fiduciary duties of the Board of Directors. The vote will not affect any compensation previously paid or awarded to any executive.executive officer. The Compensation Committee and the Board may, however, take into account the outcome of the vote when considering future executive compensation arrangements.

Unless the Board modifies its policy on the frequency of holding “say on pay” advisory votes, the next “say on pay” advisory vote will occur in 2019.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR”“FOR” THIS RESOLUTION.

PROPOSAL NO. 3:
SELECTION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has selected CohnReznick LLP to continue as the Company’sour independent registered public accounting firm for the fiscal year ending October 31, 2018.2021.

Stockholder ratification of the selection of CohnReznick LLP as the Company’sour independent registered public accounting firm is not required by the Company’sour Bylaws or otherwise. However, the Board is submitting the selection of CohnReznick LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Board will request the Audit Committee to reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee of the Board in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee of the Board determines that such a change would be in the best interests of the Company and itsour stockholders. A representative of CohnReznick LLP is expected to be present at the Annual Meeting, will have the opportunity to make a statement if he or she desires to do so, and will be available to respond to appropriate questions from stockholders.

The affirmative vote of the holders of a majority of the shares represented and voting at the meeting will be required to ratify the selection of CohnReznick LLP.

Audit Fees

The following is a summary of the fees billed to the Companyus by CohnReznick LLP, our independent registered public accounting firm, for professional services rendered for the fiscal years ended October 31, 20172020 and 2016:2019:

Audit Fees.Consists of fees billed for professional services rendered for the audit of the Company’sour annual financial statements and review of the interim financial statements included in quarterly reports and services that are normally provided by CohnReznick LLP in connection with statutory and regulatory filings or engagements.

Audit-Related Fees.  Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit and review of the Company’sour financial statements and are not reported under “Audit Fees.” These services include professional services requested by the Company in connection with its preparation for compliance with Section 404 of the Sarbanes-Oxley Act of 2002, accounting consultations in connection with acquisitions and consultations concerning financial accounting and reporting standards. The CompanyFees”. We did not incur audit-related fees during fiscal 20172020 and 2016.

All Other Fees. The Company engaged CohnReznick LLP in 2017 and 2016 to perform an audit of the Company’s 401K plan.2019.

The Audit Committee has determined that the provision of services, in addition to audit services, rendered by CohnReznick LLP and the fees billed therefore in fiscal 20172020 and 20162019 were compatible with maintaining CohnReznick LLP’s independence.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR”“FOR” RATIFICATION OF THE APPOINTMENT OF COHNREZNICK LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

REPORT OF THE AUDIT COMMITTEE

Notwithstanding anything to the contrary set forth in any of the Company’sCompany’s previous or future filings under the Securities Act or the Securities Exchange Act that might incorporate by reference previous or future filings, including this Proxy Statement, in whole or in part, the following report shall not be incorporated by reference into any of such filings.

The responsibilities of the Audit Committee include providing oversight to the financial reporting process of the Company through periodic meetings with the Company’s independent registered public accounting firm and management to review accounting, auditing, internal controls, and financial reporting matters. The Company’s management is responsible for the preparation and integrity of the financial reporting information and related systems of internal controls. The Audit Committee, in carrying out its role, relies on senior management, including senior financial management, and its independent registered public accounting firm.

The following is the report of the Audit Committee with respect to the Company’s audited financial statements for the fiscal year ended October 31, 2017.2020.

The Audit Committee has reviewed and discussed the Company’s audited financial statements with management. The Audit Committee has discussed with CohnReznick LLP, the Company’s independent registered public accounting firm, the matters required to be discussed by Statement of Auditing StandardsStandard No. 61 (Communication1301, “Communications with Audit Committees) which includes, among other items, matters related toCommittees,” issued by the conduct of the audit of the Company’s financial statements.Public Company Accounting Oversight Board (the “PCAOB”). The Audit Committee has also received the written disclosures and the letter from CohnReznick LLP required by Independence Standards Board Standard No. 1, which relates toapplicable requirements of the PCAOB regarding the auditor’s communications with the Audit Committee concerning independence from the Company and its related entities, and has discussed with CohnReznick LLP their independence from the Company.

Based on the review and discussions referred to above, the Audit Committee recommended to the Company’s Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2017.2020.

The Audit Committee has retained CohnReznick LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2018.2021.

It is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and in accordance with accounting principles generally accepted in the United States. That is the responsibility of management and the Company’s independent registered public accounting firm. In giving its recommendation to the Board of Directors, the Audit Committee has relied on (i) management’s representation that such financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States and (ii) the report of the Company’s independent registered public accounting firm with respect to such financial statements.

AUDIT COMMITTEE

William L. Reynolds

Gerald Garland

Joseph Benoit

STOCKHOLDER PROPOSALS

StockholdersA stockholder who intendintends to submit proposalsa proposal at the 2019 Annual Meeting2022 annual meeting of stockholders must submit such proposalsproposal to the Companyus no later than March 25, 201927, 2022 in order for themthe proposal to be included in the Proxy Statementproxy statement and the form of Proxyproxy to be distributed by the Board of Directors in connection with that meeting. Stockholders proposalsSuch a stockholder proposal should be submitted to our Corporate Secretary, RF Industries, Ltd., 7610 Miramar Road, San Diego, CA 92126-4202. Only proper proposals under SEC Rule 14a-8 which are timely received will be included in the 2022 proxy statement. A stockholder who intends to present a proposal at the 2022 annual meeting but not to include the proposal in the Company’s proxy statement, or who intends to nominate a person for election as a director at the 2022 annual meeting, must comply with the requirements set forth in 2019.the Company’s Amended and Restated Bylaws including, without limitation, delivering the proposal or nomination to the Company no later than March 27, 2022.

FORM 10-K

The CompanyWe will furnish without charge to each person whose proxy is being solicited, upon request of any such person, a copy of theour Annual Report of the Company on Form 10-K for the fiscal year ended October 31, 2017,20120, as filed with the Securities and Exchange Commission,SEC, including financial statements and schedules thereto. Such report was filed with the Securities and Exchange CommissionSEC on January 24, 2018.December 29, 2020. Requests for copies of such report should be directed to the President, RF Industries, Ltd., 7610 Miramar Road, San Diego, CA 92126-4202. The Form 10-K may also be accessed electronically by means of the SEC’s home page on the Internet at http://www.sec.gov.

ANNUAL REPORT

The Company’s 2017Our 2020 Annual Report, which consists of an abridged version of the Form 10-K and which includes audited financial statements for the Company’s fiscal year ended October 31, 2017,2020, is being distributed along with this Proxy Statement. For your additional convenience, the Company iswe are posting a copy of this Proxy Statement, the proxy card, and the Annual Report for the fiscal year ended October 31, 20172020 on the Company’sour website at www.rfindustries.com, under “Investor Information”, and at https://materials.proxyvote.com/749552.

OTHER MATTERS

The Board of Directors knows of no other matters which will be brought before the Annual Meeting. However, if any other matter properly comes before the Annual Meeting or any adjournment thereof, it is intended that the persons named in the enclosed form of Proxy will vote on such matters in accordance with their best judgment.

	Robert Dawson
	President and Chief Executive Officer
San Diego, California
July 27, 2021

San Diego, California

July 25, 2018

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY E49916-P10974 For Against Abstain ! ! ! ! ! ! RF INDUSTRIES, LTD. 7610 MIRAMAR ROAD, SUITE 6000 SAN DIEGO, CA 92126-4202 ATTENTION: MARK TURFLER RF INDUSTRIES, LTD. 1a. Howard F. Hill 1b. Joseph Benoit 1. Election of Directors The Board of Directors recommends you vote FOR the following Class II directors to serve until the 2021 Annual Meeting of Stockholders. The Board of Directors recommends you vote FOR the following proposal: The Board of Directors recommends you vote FOR the following proposal: 2. Approval, on an advisory basis, of the compensation of our named executive officers as disclosed in the proxy statement. 3. Ratification of the selection of CohnReznick LLP as the independent registered public accounting firm for the fiscal year ending October 31, 2018. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof. For Against Abstain ! ! ! ! For Withhold VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.