Page 13 - Proxy-2017
P. 13

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 each executive officer (other than persons who served as Chief Executive Officer) who was employed
            with the Company on October 31, 2016 and who earned over $100,000 during the fiscal year ended October 31, 2016, and
            (iii) for any executive officer who earned over $100,000 during the October 31, 2016 fiscal year but was no longer employed
            with the Company on October 31, 2016 (the foregoing executives are herein collectively referred to as the “Named Executive
            Officers”). No other executive officer of the Company received total salary and bonus, in excess of $100,000, during the fiscal
            year ended October 31, 2016.

               From January 22, 2015 until October 28, 2016, Johnny Walker was the Company’s President and Chief Executive Officer.
            On October 31, 2016, Howard Hill assumed the position of interim President and Chief Executive Officer of the Company.
            Because both Mr. Walker and Mr. Hill held the offices of President and Chief Executive Officer of the Company during fiscal
            2016, both of these officers are listed below as Named Executive Officers.  However, Mr. Hill was not compensated in fiscal
            2016 for his service in fiscal 2016 (and he agreed to serve as the interim President and Chief Executive Officer without any
            compensation until his replacement is hired).

               Darren Clark was included in the Company’s compensation disclosures as an executive officer of the Company for the
            fiscal years ended October 31, 2015 and 2014 because he was the President of Cables Unlimited, Inc.  Since Cables Unlimited
            had been the Company’s largest subsidiary, and at times the largest profit center, of the Company for several years, Mr. Clark
            provided a policy making function over a material portion of the Company’s business.  However, in fiscal 2015, the Company
            purchased Comnet Telecom Supply, Inc. and Rel-Tech Electronics, Inc.  The operations and businesses of both Comnet
            and Rel-Tech overlap with the business of Cables Unlimited, and their operations are larger than the operations of Cables
            Unlimited.  As a result of the dilution of Mr. Clark’s duties to the Company, commencing with the beginning of fiscal 2016, the
            Company no longer considered Mr. Clark to be an executive officer (as such term is defined under the rules of the Exchange
            Act) of the Company.  The Company currently considers each of the presidents of Cables Unlimited, Comnet and Rel-Tech to
            be the principal operating officer of his respective subsidiary, but not an executive officer of the Company.  Accordingly, Mr.
            Clark is no longer included as a Named Executive Officer in the following compensation disclosures.

                                                                         Stock    Option     All Other
                                                        Salary  Bonus   Awards    Awards   Compensation   Total
            Name and Principal Position          Year    ($)      ($)     ($)     ($)(6)        ($)        ($)
            Howard F. Hill
                  Interim President and Chief    2016        -  100,000       -      8,750     76,015 (2)  184,765
                Executive Officer and
                Director (1)                     2015   114,000  12,000       -      4,020     22,230 (2)  152,250
            Johnny Walker                        2016   202,000       -       -          -     90,191 (4)  292,191
                President and Chief Executive      2015  250,000  25,000                 -     19,231 (4)  294,231
                Officer (3)
            Mark Turfler                         2016   170,000  20,000       -          -     26,837 (5)  216,837
                Chief Financial Officer(4)       2015   166,000  17,500       -     19,094     27,297 (5)   229,891


               (1)  Howard F. Hill served as the Company’s Chief Operating Officer until April 2015, when he took a medical leave of
            absence.  On April 7, 2016, Mr. Hill retired as an employee of the Company.  In gratitude for his services to the Company for
            over 35 years, the Company’s Board of Directors paid Mr. Hill $100,000 concurrently with his retirement.  On October 31,
            2016, Mr. Hill was appointed as 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.

               (2)  Mr. Hill’s “Other Compensation” consisted of $76,015 and $11,538 of accrued vacation in fiscal 2016 and 2015,
            respectively, and $10,692 for vehicle and apartment rental costs in fiscal 2015.  Because Mr. Hill does not live in San Diego, the
            Company had maintained an apartment in San Diego for Mr. Hill until his medical leave of absence began in April 2015. The
            compensation attributable to the use of a Company vehicle represents the estimated value of his personal use of the vehicle.



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