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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,​
WASHINGTON, D.C. 20549


​

SCHEDULE 14A
(Rule 14a-101)

INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
​
Filed by the Registrant
(Amendment No.  )


☒
Filed by the Registrantx
Filed by a Party other than the Registranto

​
Filed by a Party other than the Registrant   ☐
Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to §240.14a-12

☐
Preliminary Proxy Statement
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☐
CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A‑6(E)(2))
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☒
Definitive Proxy Statement
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☐
Definitive Additional Materials
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☐
Soliciting Material Pursuant to Section 240.14a-12
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P & F Industries, Inc.

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(Name of Registrant as Specified In Its Charter)

​
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

xNo fee required.
oFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies:

(2)Aggregate number of securities to which transaction applies:

(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)Proposed maximum aggregate value of transaction:

(5)Total fee paid:

oFee paid previously with preliminary materials.
oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)Amount Previously Paid:

(2)Form, Schedule or Registration Statement No.:

(3)Filing Party:

(4)Date Filed:

☒

No fee required.

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☐
Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.
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P & F INDUSTRIES, INC.
445 Broadhollow Road, Suite 100
Melville, New York 11747


​

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held May 25, 2016

2022

To the Stockholders of
P&F Industries, Inc.:

The Annual Meeting of Stockholders of P&F Industries, Inc. will be held at the Conference Center at 445 Broadhollow Road, Melville, New York 11747conducted in a “virtual only” format via live audio webcast on Wednesday, May 25, 20162022 at 10:00 A.M.a.m. Eastern Daylight Time (EDT), which you may attend by registering at https://viewproxy.com/pfina/2022/htype.asp. The Annual Meeting is being held for the following purposes:

(1)To elect two directors, each to hold office for three years;
(2)To consider and act upon a proposal to ratify the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the year 2016;
(3)To consider and approve an advisory (non-binding) resolution regarding the compensation of our named executive officers; and
(4)To consider and act upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

1)
To elect two directors, each to hold office for three years;
​
(2)
To consider and act upon a proposal to ratify the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the year 2022;
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(3)
To consider and approve an advisory (non-binding) resolution regarding the compensation of our named executive officers;
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(4)
To consider and act upon an advisory (non-binding) vote on the frequency at which the Company should include an advisory vote regarding the compensation of our named executive officers in its future proxy statements for stockholder consideration; and
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(5)
To consider and act upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
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In accordance with the provisions of the Company’s By-laws, the Board of Directors has fixed the close of business on April 13, 20162022 as the date for determining stockholders of record entitled to receive notice of, and to vote at, the Annual Meeting.

Your attention is directed to the accompanying Proxy Statement.

In light of public health concerns regarding the coronavirus (COVID-19) outbreak, and the related recommendations and protocols issued by public health authorities and federal, state and local governments from time to time, this year’s Annual Meeting will be conducted in a completely virtual format in order to assist in protecting the health and well-being of our stockholders, employees and directors. There is no in-person meeting for you to attend.
You are cordially invited to attend the Annual Meeting. IfMeeting virtually. Whether or not you do not expectplan to attend the Annual Meeting, in person,at your earliest convenience please vote, date, sign and return the enclosed proxy as promptly as possiblecard, or vote through the Internet or by telephone in accordance with the instructions on the enclosed reply envelope.

proxy card. If you hold your shares of the Company’s common stock through an account with a broker, trust, bank or other nominee, please follow the instructions you receive from them to vote your shares. See the Proxy Statement section “ABOUT THE ANNUAL MEETING” for specific instructions on registering for and attending the Annual Meeting and voting your shares.
By order of the Board of Directors


JOSEPH A. MOLINO, JR.
Secretary
Dated:April 29, 2016
Melville, New York

JOSEPH A. MOLINO, JR.
Secretary
Dated: April 29, 2022
Melville, New York
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 25, 2016:

2022:

This Proxy Statement and our Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2015,2021, are available at:at https://materials.proxyvote.com/692830.

www.viewproxy.com/PFINA/2022.

 

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TABLE OF CONTENTS

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PROXY STATEMENT
​​​​1​​
PROXY STATEMENT
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ABOUT THE ANNUAL MEETING
​​​​1​​
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Date, Time and Place of Meeting
​​​​1​​
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Record Date and Voting Rights
​​​​1​​
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Quorum; Abstentions; Broker Non-VotesQuorum
​​​​1​1​
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Broker Non-Votes, Withheld Votes and Abstentions
​​​​1​​
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Solicitations of Proxies
​​​​2​​
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Voting Proxies,
2
Voting in Person at Attending the Annual Meeting and Other Matters​​​​2​2​
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Revocation of Proxies
​​​​24​​
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Other Business
​​​​24​​
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OWNERSHIP OF EQUITY SECURITIES
​​​​35​​
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Agreement Relating to Mr. Horowitz’s Common Stock
​​​​6​​
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PROPOSAL 1: ELECTION OF DIRECTORS
​​​​57​​
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Required Vote and Effect
​​​​7​5​
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Information as to Directors and Nominees for Directors
​​​​68​​
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CORPORATE GOVERNANCE
​​​​710​​
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Director Independence
​​​​710​​
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Meetings and Committees of the Board of Directors
​​​​810​​
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Audit Committee
​​​​810​​
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Compensation Committee
​​​​911​​
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Corporate Governance and Nominating Committee
​​​​911​​
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Strategic Planning and Risk Assessment Committee
​​​​1012​​
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Code of Business Conduct and Ethics
​​​​1013​​
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Board Leadership Structure
​​​​1113​​
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Board Role in Risk Oversight
​​​​1113​​
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Directors’ Attendance at Annual Meetings of Stockholders
​​​​1114​​
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Communication with the Board of Directors
​​​​1114​​
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Board Diversity
​​​​14​​
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Board Diversity Matrix
​​​​14​​
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Prohibitions on Hedging Transactions
​​​​14​​
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
​​​​1215​​
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Policies and Procedures
​​​​1215​​
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Related Party Transactions
​​​​1215​​
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DIRECTOR COMPENSATION
​​​​1216​​
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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
​​​​1417​​
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Required Vote and Effect
​​​​17​14​
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AUDIT COMMITTEE REPORT
​​​​1518​​
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PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION
​​​​1619​​
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Required Vote and Effect
​​​​1619​​
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PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION
​​​​20​​
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Required Vote and Effect
​​​​20​​

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EXECUTIVE OFFICERS OF THE REGISTRANT
​​​​1721​​
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EXECUTIVE COMPENSATION
​​​​1822​​
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Summary Compensation Table
​​​​22​​
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Employment Agreements
​​​​1822​​
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Grants of Plan-Based Awards in 2015
​​​​22​18

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OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 20152021
​​​​23​19​
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Options Exercised and Stock Vested During 2015
​​​​23​19​
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Pension Benefits and Nonqualified Deferred Compensation
​​​​1923​​
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COMPENSATION PHILOSOPHY AND AGREEMENTS WITH NAMED EXECUTIVE OFFICERS
​​​​2023​​
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Overview of 2015 Executive Compensation
​​​​2024​​
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Agreements with Named Executive Officers in Effect in 2015Bonus Plan
​​​​28​0​
Agreements with Named Executive Officers in Effect in 2014​23
Post-2015 Executive Compensation Matters25
162(m) Bonus Plan — Change in Control25
Stock Incentive Plans25
Executive Compensation Plan Information
​​​​2628​​
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE​27
STOCKHOLDER NOMINATIONS FOR BOARD OF DIRECTORS MEMBERSHIP AND OTHER PROPOSALS FOR THE 20172023 ANNUAL MEETING
​​​​2829​​
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ANNUAL REPORT
​​28​​30​​

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P & F INDUSTRIES, INC.
445 Broadhollow Road, Suite 100
Melville, New York 11747


​

PROXY STATEMENT

This proxy statement is being furnished by the Board of Directors (the “Board of Directors”) of P&F Industries, Inc. (the “Company”) to holders of the Company’s Class A Common Stock, $1.00 par value (the “Common Stock”), in connection with the solicitation of proxies by the Board of Directors for use at its 20162022 annual meeting of stockholders or any adjournment or postponement thereof (the “Annual Meeting”).

The Company’s principal offices are located at 445 Broadhollow Road, Suite 100, Melville, New York 11747. The Company anticipates mailing this proxy statement to stockholders on or about April 29, 2016.

2022.

ABOUT THE ANNUAL MEETING

Date, Time and Place of Meeting

The Annual Meeting will be heldconducted in a “virtual only” format via live audio webcast on Wednesday, May 25, 2016,2022, at 10:00 a.m. local timeEastern Daylight Time (EDT). In order to attend the Annual Meeting, you must register at https://viewproxy.com/pfina/2022/htype.asp. See “Voting Proxies, Attending the Conference Center at 445 Broadhollow Road, Melville, New York.

Annual Meeting and Other Matters” below for specific details.

Record Date and Voting Rights

The Board of Directors established the close of business on April 13, 20162022 as the record date for determining the holders of the Common Stock entitled to notice of and to vote at the Annual Meeting. On the record date, 3,592,8703,181,286 shares of Common Stock were outstanding and entitled to vote at the Annual Meeting. The Company’s stockholders are entitled to one vote for each share of Common Stock held as of the record date on all matters.

Only stockholders and persons holding proxies from stockholders may

Your vote is very important. Whether or not you plan to virtually attend the Annual Meeting. IfMeeting, we urge you to vote and submit your shares are registeredproxy in your name, you must bring a formadvance of identification to the Annual Meeting. IfMeeting so your shares are held in the name of a broker, trust, bank or other nominee, otherwise known as holding in “street name,”vote will be counted even if you must bring a proxy or letter from that broker, trust, bank or other nominee that confirms you are the beneficial owner of those shares. Cameras and recording devices willdecide not be permitted at the Annual Meeting.

Quorum; Abstentions; Broker Non-Votes

to attend.

Quorum
Transaction of business at the Annual Meeting may occur if a quorum is present. If a quorum is not present, it is expected that the Annual Meeting will be adjourned or postponed in order to permit additional time for soliciting and obtaining additional proxies or votes, and, at any subsequent reconvening of the Annual Meeting, all proxies will be voted in the same manner as such proxies would have been voted at the original convening of the Annual Meeting, except for any proxies that have been effectively revoked or withdrawn.

The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the total votes entitled to be cast constitutes a quorum. If a share of Common Stock is represented for any purpose at the Annual Meeting, it is deemed to be present for quorum purposes and for all other matters as well. Shares of Common Stock represented by a properly executed proxy will be treated as present at the Annual Meeting for purposes of determining a quorum, without regard to whether the proxy is marked as casting a vote or abstaining.

Abstentions

Broker Non-Votes, Withheld Votes and Abstentions
If you are a beneficial owner whose shares are held by a broker, non-votes aretrust, bank or other nominee, you must instruct the broker, trust, bank or other nominee how to vote your shares. If you do not provide voting instructions, your shares will not be voted on proposals on which there is no discretionary voting authority, namely: Proposal 1 (election of directors), Proposal 3 (advisory (non-binding) vote on executive compensation), and Proposal 4 (advisory (non-binding) vote on the frequency at which the Company

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should include an advisory vote on executive compensation). This is called a “broker non-vote.” Your shares will be counted as present at the meeting for quorum purposes but not present and entitled to vote for purposes of determining a quorum. Athese specific proposals. Therefore, it is very important that beneficial owners instruct their broker, non-vote occurs when atrust, bank or other nominee holding shares for a beneficial owner does not vote the shares on a proposal because the nominee does not have discretionary voting power for a particular item and has not received instructions from the beneficial owner regarding voting. Brokers who hold shares for the accounts of their clients have discretionary authorityhow they wish to vote shares intheir shares. On the absence of specificother hand, if you do not provide your broker, trust, bank or other nominee with voting instructions with respect to the ratificationProposal 2 (ratification of the appointment of our independent registered public accounting firm; however, they do not have discretionary authorityaccounts), your broker, trust, bank or other nominee has discretion to vote your shares on this proposal, which is considered a “routine” management proposal.
Withheld votes and broker non-votes will have no effect on Proposal 1. Abstentions will have the electionsame effect as votes against Proposal 2, Proposal 3 and each of our directorsthe frequency votes under Proposal 4. Broker non-votes are inapplicable to Proposal 2 and will have no effect on Proposal 3 or on the approval of an advisory (non-binding) resolution relating to executive compensation, so we encourage you to provide instructions to your broker regarding the voting of your shares.


Proposal 4.

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Solicitation of Proxies

The Company will bear the cost of the solicitation of proxies from its stockholders. In addition to solicitation by mail, the directors, officers and employees of the Company, without additional compensation, may solicit proxies from stockholders by telephone, by letter, by email or facsimile, in person or otherwise.

Voting Proxies,

Attending the Annual Meeting and Other Matters

As stated above, in light of public health concerns regarding the coronavirus (COVID-19) outbreak, and the related recommendations and protocols issued by public health authorities and federal, state and local governments from time to time, this year’s Annual Meeting will be conducted in a completely virtual format in order to assist in protecting the health and well-being of our stockholders, employees and directors. There is no in-person meeting for you to attend. Stockholders in attendance will be in “listen only” mode during the Annual Meeting.
Voting in advance of the Annual Meeting
Whether or not you plan to attend the Annual Meeting, at your earliest convenience please vote, date, sign and return the enclosed proxy card, or vote through the Internet or by telephone in accordance with the instructions on the enclosed proxy card. If you hold your shares through an account with a broker, trust, bank or other nominee, please follow the instructions you receive from them as to how to vote your shares.
Attending the Annual Meeting
In order to register to be able to attend the Annual Meeting via live audio webcast and vote one’s shares electronically at the Annual Meeting, stockholders of Common Stock directlyrecord and beneficial owners (whose shares are held by a broker, trust, bank or other nominee) will need to follow the applicable instructions below.
Registered Holders
If you are a stockholder of record (also known as a “registered holder”), you must:
•
Follow the instructions provided on your proxy card to first register at https://viewproxy.com/pfina/2022/htype.asp no later than 11:59 p.m. (EDT) on May 24, 2022. You will need to click on “Registration for Registered Holders” and enter your name, phone number, and email address as part of the registration, following which you will receive an email confirming your registration, as well as the password to attend the Annual Meeting.
​
•
On the day of the Annual Meeting, if you have properly registered, stockholderyou may enter the Annual Meeting by logging in using the link and password you received via email in the registration confirmation you received (see the previous paragraph).
​
•
If you wish to vote your shares electronically at the Annual Meeting, you will need to visit https://​www.FCRvote.com/PFIN during the Annual Meeting while the polls are open, and you will need the virtual control number included on your proxy card.
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Beneficial Owners
If your shares were held by a broker, trust, bank or beneficially asother nominee at the close of business on the record date, you are considered a “beneficial owner” of shares held in “street name.” As a beneficial stockholder,owner, you mayhave the right to direct your broker, trust, bank or other nominee how to vote the shares in advance of the Annual Meeting by following the instructions you receive from them. If your shares are voted without attendingheld by a broker, trust, bank or other nominee and you wish to attend and vote at the Annual Meeting, you must:
•
Register at https://viewproxy.com/pfina/2022/htype.asp no later than 11:59 p.m. (EDT) on May 24, 2022. You will need to click on “Registration for Beneficial Holders” and then enter your name, phone number, and email address, and provide a copy of the legal proxy you previously received from your broker, trust, bank or other nominee (which may be uploaded to the registration website or sent via email to VirtualMeeting@viewproxy.com), following which you will receive an email confirming your registration and a virtual control number to use if you plan to vote at the meeting, as well as the password to attend the Annual Meeting. For directionsWe recommend that you follow the instructions provided by your broker, trust, bank or other nominee as soon as possible to obtain a legal proxy from such broker, trust, bank or other nominee (which indicates that you were the beneficial owner of the shares on the record date, and that such broker, trust, bank or other nominee is giving you its proxy to vote the shares).
​
Please note, if you do not provide a copy of the legal proxy, you may still attend the Annual Meeting by showing proof of ownership but you will be unable to vote your shares electronically at the Annual Meeting.
•
On the day of the Annual Meeting, if you have properly registered, you may enter the Annual Meeting by logging in using the link and password you received via email in the registration confirmation you received when you registered at https://viewproxy.com/pfina/2022/htype.asp, as discussed above.
​
•
If you wish to vote your shares electronically at the Annual Meeting, you will need to visit https://FCRvote.com/PFIN during the Annual Meeting while the polls are open (you will need the virtual control number assigned to you in your registration confirmation email).
​
Further instructions on how to attend the Annual Meeting, including how to vote please referyour shares electronically at the Annual Meeting are posted on https://viewproxy.com/pfina/2022/htype.asp under Frequently Asked Questions (FAQ). The Annual Meeting live audio webcast is expected to begin promptly at 10:00 a.m. (EDT) on May 25, 2022. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:30 a.m. (EDT), and you should allow ample time for the check-in procedures.
Technical Difficulties
There will be technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting live audio webcast. It is recommended that you check in by 9:30 a.m. (EDT) on May 25, 2022, the day of the Annual Meeting, so any technical difficulties can be addressed before the Annual Meeting live audio webcast begins. If you encounter any difficulties accessing the Annual Meeting live audio webcast during the check-in or meeting time, please email VirtualMeeting@viewproxy.com or call (866) 612-8937.
List of Stockholders
A list of stockholders of record entitled to vote at the Annual Meeting will be available for inspection for purposes germane to the Annual Meeting during the 10-day period preceding the Annual Meeting at the Company’s principal place of business during ordinary business hours. If a state of emergency exists at that time preventing the Company from allowing employees or stockholders into its offices during regular business hours, information on how to obtain access to such list of stockholders electronically can be obtained by emailing stockholders@pfina.com. This list of stockholders also will be available for inspection during the Annual Meeting on the virtual meeting website.

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Submitting Questions.
As part of the Annual Meeting, we will hold a “question and answer” session during which we intend to answer questions that have been submitted by stockholders in advance. Questions must be submitted no later than 3:00 p.m. (EDT) on May 23, 2022 (two days prior to the Annual Meeting), and they must be relevant to one of the purposes being voted on at the Annual Meeting. Up to two questions may be submitted by each stockholder to the following email address: stockholders@pfina.com, so long as each such stockholder provides his or her name and registration control number in the email or otherwise identifies himself or herself as a stockholder to the reasonable satisfaction of the Company. Furthermore, the Company has the discretion to choose not to answer all or any part of any questions that it deems to be off-topic, inappropriate, redundant or too lengthy. The Company also may answer additional questions depending on time and other factors, at its discretion.
Votes Cast
Votes cast at the Annual Meeting or represented by proxy card provided.

at the Annual Meeting will be tabulated by the inspector of elections. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the Annual Meeting.

All proxies properly submitted and not revoked will be voted at the Annual Meeting in accordance with the instructions indicated thereon. If no instructions are provided, such proxies will be voted “FOR” the nominees set forth in Proposal 1, and “FOR” ProposalsProposal 2, Proposal 3 and 3.

Voting in Person at the Annual Meeting

You may also vote in person at the Annual Meeting. Votes in person will replace any previous votes you have made. The Company will provide a ballot“3 Years” with respect to registered stockholders who request one at the meeting. Shares of Common Stock held in your name as the stockholder of record may be voted on that ballot. Shares of Common Stock held beneficially in street name may be voted on a ballot only if you bring a legal proxy from the broker, trust, bank or other nominee that holds your shares giving you the right to vote the shares. Attendance at the Annual Meeting without voting or revoking a previous proxy in accordance with the voting procedures will not in and of itself revoke a proxy.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, please take the time to vote that your shares will be represented at the Annual Meeting.

Proposal 4.

Revocation of Proxies

If you are a beneficial stockholder, you may revoke your proxy or change your vote by following the separate instructions provided by your broker, trust, bank or other nominee. If you are a registered stockholder,holder, you may revoke your proxy at any time before it is exercised at the Annual Meeting by (i) delivering written notice, bearing a date later than the proxy, stating that the proxy is revoked, (ii) submitting a later-dated proxy relating to the same shares prior to the vote at the Annual Meeting, or (iii) attendingproperly voting at the Annual Meeting and properly giving notice of revocation to the inspector of elections or voting in person.

Meeting.

Other Business

The Board of Directors is not aware of any matters to be properly presented for action at the Annual Meeting other than the proposals relating to the election of directors, the ratification of the appointment of the Company’s independent registered public accountant for 20162022, the approval of an advisory (non- binding) resolution regarding the compensation of named executive officers, and the approval of an advisory (non-binding) resolution regardingvote on the compensation of namedfrequency at which the Company should include an advisory vote on executive officers.compensation). The Company does not intend to bring any other matters before the Annual Meeting. However, if any other matters should properly come before the Annual Meeting, it is intended that the holders of the proxies will vote them in their discretion.


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OWNERSHIP OF EQUITY SECURITIES

The following table sets forth the beneficial ownership of Common Stock as of the record date, including shares as to which a right to acquire ownership within 60 days of the record date exists (for example, through the exercise of stock options) within the meaning of Rule 13d-3(d)(1) under the Exchange Act, by (i) each director and nominee for director, (ii) the “named executive officers” listed in the Summary Compensation Table (Richard A. Horowitz and Joseph A. Molino, Jr.), (iii) each person known by the Company to be the beneficial owner of more than 5% of the Common Stock, and (iv) all directors and executive officers as a group. Except as indicated in the applicable footnotes, each beneficial owner listed has sole voting power and sole investment power over the shares of Common Stock indicated. Except as indicated in the applicable footnotes, the address of each beneficial owner is in the care of the Company, 445 Broadhollow Road, Suite 100, Melville, New York 11747.

  
Beneficial Owner Amount and
Nature of Beneficial
Ownership		 Percent of
Class
Howard Brod Brownstein  14,898(1)   * 
Jeffrey D. Franklin  5,520(1)(2)(3)   * 
Richard A. Horowitz  1,362,436(3)(4)   36.1% 
Joseph A. Molino, Jr.  148,199(3)(5)   4.0% 
Richard P. Randall  5,088(1)(3)(6)   * 
Kenneth M. Scheriff  4,620(1)(2)(3)   * 
Mitchell A. Solomon  5,520(1)(2)(3)   * 
FMR LLC  449,417(7)   12.5% 
Grace Horowitz  232,611(8)   6.5% 
Lawndale Capital Management, LLC  407,233(9)   11.3% 
All directors and executive officers as a group (7 persons)  1,546,125(10)   39.7% 

Beneficial Owner​​
Amount and Nature
of Beneficial
Ownership
​​
Percent of
Class
​
Howard Brod Brownstein​​​​20,648​​​​​*Less than 1%.​​
Jeffrey D. Franklin(1)​Includes 1,000 restricted shares which provide for vesting on May 19, 2016.​​​10,748​​​​​*​​
Richard A. Horowitz(2)​Includes 522 shares issuable upon the exercise of stock options.​​​1,366,306(1)​​​​​42.5%​​
Joseph A. Molino, Jr(3)​Reflects an equitable upward adjustment to the number of options held by all Company option holders​​​177,295(2)​​​​​5.4%​​
Richard P. Randall​​​​10,838(3)​​​​​*​​
Kenneth M. Scheriff​​​​9,848​​​​​*​​
Mitchell A. Solomon​​​​10,748​​​​​*​​
Grace Horowitz​​​​217,471(4)​​​​​6.8%​​
Lawndale Capital Management, LLC​​​​309,377(5)​​​​​9.7%​​
All directors and executive officers as a result of the special dividend paid to stockholders of the Company in April 2016, in accordance with the terms of the Company’s stock incentive plans and applicable Internal Revenue Code rules.group (7 persons)​​​​1,606,431(6)​​​​​48.7%​​
(4)Includes 177,687 shares i ssuable upon the exercise of stock options. Excludes 10,000 shares owned by The Linda and Richard Horowitz Foundation.
(5)Includes 120,199 shares issuable upon the exercise of stock options and 1,667 restricted shares which provide for vesting as to 833 shares on April 2, 2017 and 834 shares on April 2, 2018.
(6)Includes 2,090 shares issuable upon the exercise of stock options.
(7)Information obtained from a Schedule 13G/A, filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2016, by FMR LLC. FMR LLC is the parent holding company of Fidelity Management & Research Company, a registered investment adviser to Fidelity Low Priced Stock Fund (the “Fund”), and the beneficial owner of 343,000 of the shares held. Abigail P. Johnson and members of her family, are a controlling group of FMR LLC. According to such Schedule 13G/A, FMR LLC, and Abigail P. Johnson each has the sole power to dispose or to direct the disposition of all shares held, and FMR LLC has the sole power to vote or direct the vote of 106,417 of the shares held, with the sole power to vote or direct the vote of the remaining 343,000 shares residing with the Fund through its board of trustees. The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.
(8)Information obtained from a Schedule 13G/A, filed with the SEC on February 11, 2016 by Grace Horowitz and certain other available information. According to such Schedule 13G/A and other information, Mrs. Horowitz has sole voting and dispositive power over 217,871 shares and 400 shares are held by a private charitable foundation of which she is the sole director. Mrs. Horowitz has shared voting and dispositive power over 14,740 shares with respect to shares held by a family trust for the benefit of her daughter, for which both Mrs. Horowitz and the daughter are trustees. The address of Grace Horowitz is c/o Moomjian, Waite & Coleman, LLP, 100 Jericho Quadrangle, Suite 225, Jericho, New York 11753.
​
*
Less than 1%.

​

(1)
Includes 30,000 shares issuable upon the exercise of stock options. Also includes 201,731 shares subject to an agreement with the Company, as discussed immediately following this table and accompanying footnotes under the heading “Agreement Relating to Mr. Horowitz’s Common Stock”.
​
(2)
Includes 82,487 shares issuable upon the exercise of stock options and 20,000 restricted shares which provide for vesting as to 5,000 shares on each of February 16, 2023, February 16, 2024, February 16, 2025 and February 16, 2026.
​
(3)
Includes 2,090 shares issuable upon the exercise of stock options.
​
(4)
Information obtained from a Schedule 13G/A filed with the SEC on February 12, 2018 by Grace Horowitz. According to such Schedule 13G/A, Mrs. Horowitz, as sole trustee and beneficiary of a family trust, has sole voting and dispositive power over all 217,471 shares. The address of Grace Horowitz is c/o Moomjian, Waite & Coleman, LLP, 100 Jericho Quadrangle, Suite 225, Jericho, New York 11753.
​
(5)
Information obtained from a Schedule 13D/A filed with the SEC by Lawndale Capital Management, LLC (“Lawndale”), Andrew E. Shapiro (“Shapiro”) and Diamond A Partners, L.P. (“Diamond”) on April 9, 2021. According to such Schedule 13D/A, each of Lawndale, Shapiro and Diamond share voting and dispositive power with respect to 290,272 of such shares and Shapiro has sole voting and dispositive power with respect to 19,105 of such shares. The address of each of the foregoing is 59 Carmelita Avenue, Mill Valley, CA 94941.
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(6)
Includes 114,577 shares issuable upon the exercise of stock options. Includes the beneficial ownership of Messrs. Brownstein, Franklin, Horowitz, Molino, Randall, Scheriff and Solomon.
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(9)Information obtained from a Schedule 13D/A filed with the SEC by Lawndale Capital Management, LLC, Andrew E. Shapiro and Diamond A Partners, L.P. on April 13, 2016. According to such Schedule 13D/A, each of Lawndale Capital Management, LLC and Andrew E. Shapiro share voting and dispositive power with respect to 407,233 shares, and Diamond A. Partners, L.P. shares voting and dispositive power with respect to 346,533 of such shares. The address of each of the foregoing is 591 Redwood Highway, Suite 2345, Mill Valley, California 94941.
(10)Includes 301,542 shares issuable upon the exercise of stock options. Includes the beneficial ownership of Messrs. Brownstein, Franklin, Horowitz, Molino, Randall, Scheriff and Solomon.
​

Agreement Relating to Mr. Horowitz’s Common Stock
Mr. Horowitz is party to an agreement with the Board of Directors, dated February 14, 2019 (the “Letter Agreement”), pursuant to which Mr. Horowitz agreed that with respect to any vote of the Company’s stockholders, to the extent the percentage of Common Stock held by him and Grace Horowitz (his mother) exceeds 42.5% of the shares eligible to vote on a matter, such “excess shares” shall either not be voted or shall be voted proportionately with the vote of all holders of Common Stock other than shares of Common Stock held by Mr. Horowitz, Grace Horowitz or any other stockholder that is a Schedule 13D filer with respect to the Company, or as otherwise determined by a resolution of the majority of the independent directors of the Company. As of the record date, 201,731 of Mr. Horowitz’s shares are deemed “excess shares”.
Additionally, pursuant to the Letter Agreement, Mr. Horowitz agreed to the following:
•
He has no intent to acquire absolute majority control of the Company, and in any event will not offer (whether privately or publicly) to acquire the Company without the prior approval of the independent members of the Board of Directors;

​

•
If an offer to acquire the Company or more than 20% of the equity of the Company is received from a third party, Mr. Horowitz will only sell his shares (or vote such shares) in a transaction approved by the independent members of the Board of Directors and whereby all stockholders other than Mr. Horowitz receive no less favorable consideration (in timing, form and amount) than he receives for his shares (provided this clause shall not be deemed to restrict payment to Mr. Horowitz of any compensation related items);
​
•
Without the approval of a majority of the independent members of the Board of Directors, Mr. Horowitz will not transfer shares of Common Stock other than (i) pursuant to Rule 144 of the Securities Act of 1933 (the “Securities Act”), (ii) to a person, who after giving effect to such transfer, has beneficial ownership of 4.9% or less of the Common Stock, or (iii) in a disposition to a relative or relatives or trust for the benefit of a relative or relatives where each transferee agrees to be bound by the terms of the Letter Agreement; and
​
•
Mr. Horowitz will not take any action to remove an independent member of the Board of Directors from the Board of Directors without the prior approval of either (i) a majority of the other independent directors, or (ii) a majority of shares of Common Stock (other than shares held by Mr. Horowitz, Grace Horowitz or any of such directors).
​
The provisions of the Letter Agreement terminate 90 days after the date the Common Stock held by Mr. Horowitz and Grace Horowitz are less than 35% of the then-outstanding shares of Common Stock. In the Letter Agreement, Mr. Horowitz disclaimed beneficial ownership of the shares of Common Stock held by Grace Horowitz.

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PROPOSAL 1

ELECTION OF DIRECTORS

As permitted by Delaware law and pursuant to the Company’s By-laws, the Board of Directors is divided into three classes, the classes being divided as equally as possible and each class having a term of three years. Each year the term of office of one class expires. A director elected to fill a vacancy, including a vacancy resulting from an increase in the number of directors constituting the Board of Directors, serves for the remaining term of the class in which the vacancy exists. The Board of Directors presently consists of six members, with each class consisting of two members.

The Board of Directors proposed that Messrs.Howard Brod Brownstein and Richard A. Horowitz, whose terms expire at the Annual Meeting, each be elected as director to serve for a term expiring at the 20192025 annual meeting of stockholders and until their successors are duly elected and qualified. Unless otherwise indicated, the enclosed proxy will be voted for the election of Messrs. Brownstein and Horowitz as nominees, to serve for the terms as set forth above. Should either such nominee become unable to serve for any reason or, for good cause will not serve, which is not anticipated, the Board of Directors may, unless the Board of Directors by resolution provides for a lesser number of directors, designate a substitute nominee, in which event the persons named in the enclosed proxy will vote for the election of such substitute nominees.

Required Vote

and Effect

The directors will be elected by the plurality vote of the holders of the Common Stock entitled to vote at the Annual Meeting and present in person or represented by proxy. With respect to the election of directors, you may vote “for” or “withhold” authority to vote for each of the nominees. Any shares not voted “for” a particular nominee (whether as a result of stockholder withholding or a broker non-vote) will not be counted in any nominee’s favor and will have no effect on the outcome of the election.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
“FOR” THE FOREGOING NOMINEES.

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Information as to Directors and Nominees for Directors

Certain information regarding each of our nominees for director, including his respective experience, qualifications, attributes and skills that led the Board of Directors to conclude that the individual should serve on the Board of Directors and his principal occupation and directorships during at least the past five years, is set forth below. Also set forth below is the name and age of such nominee for director and each director currently in office and whose term continues, his principal occupation, the year each became a director of the Company and a description of his principal occupation for at least the past five years and certain other qualifications. The information set forth below is as of the record date.

Name​​ Age ​​
Served as
Director
Continuously
Since
​
Nominees to Continue in Office Until the 2025 Annual Meeting of Stockholders:​​​​​​​​​​​​​
Howard Brod Brownstein​​​​71​​​​​2010​​
Richard A. Horowitz​​​​72​​​​​1975​​
Directors to Serve in Office Until the 2023 Annual Meeting of Stockholders​​​​​​​​​​​​​
Kenneth M. Scheriff​​​​72​​​​​2005​​
Mitchell A. Solomon​​​​62​​​​​2004​​
Directors to Serve in Office Until the 2024 Annual Meeting of Stockholder:​​​​​​​​​​​​​
Jeffrey D. Franklin​​​​68​​​​​2004​​
Richard P. Randall​​​​84​​​​​2012​​
  
Name Age Served as
Director
Continuously
Since
Nominees to Continue in Office until the 2019 Annual Meeting of Stockholder:
      
Howard Brod Brownstein 65 2010
Richard A. Horowitz 66 1975
Directors to Serve in Office Until the 2017 Annual Meeting of Stockholders:
      
Kenneth M. Scheriff 66 2005
Mitchell A. Solomon 56 2004
Director to Serve in Office Until the 2018 Annual Meeting of Stockholders:
      
Jeffrey D. Franklin 62 2004
Richard P. Randall 78 2012

Richard A. Horowitz has been Chairman of the Board of Directors and Chief Executive Officer of the Company since November 1995 and has been President of the Company since 1986. Mr. Horowitz brings valuable insight and knowledge about the Company to the Board of Directors due to his extensive experience as an executive officer of the Company, his perspective as a long-standing significant Company stockholder, and his many years of oversight of the businesses which the Company operates.

Howard Brod Brownstein has been the President of The Brownstein Corporation, a turnaround and crisis management consulting, advisory and investment banking firm, since 2010. From 1999 through 2009, Mr. Brownstein was a Principal of NachmanHaysBrownstein, Inc., a management consulting firm. SinceFrom July 2019 through January 2020, Mr. Brownstein served on the board of directors of Renew Financial, a privately held provider of property accessed clean energy financing, where he chaired the Risk and Operating Committees. Mr. Brownstein served on the board of directors of A.M. Castle & Co., a global distributor of specialty metal and supply chain services, from September 2016 until August 2017, and on its human resources and audit committees. From February 2016 through May 2017, Mr. Brownstein has served on the board of directors of PICO Holdings, Inc., a holdings company with investments in, among other things, water treatment/water storage and real estate-related operations, where he is currently theserved as chairman of the audit committeecommittee. Since November 2016, Mr. Brownstein has also served on the board of directors of Merakev, formerly known as NHS Human Services, a non-profit provider of community-based education and a member ofhuman services, where he currently serves on the corporateaudit and governance and nominating committee.committees, as well as committees overseeing for-profit subsidiaries. From 2003 through 2006, he served on the boards of directors and audit committees of Special Metals Corporation, a privately held nickel alloy producer (where he also chaired the audit committee) and Magnatrax Corporation, a privately held manufacturer of metal buildings. In 2010, he served on the board of Betsey Johnson, a privately held apparel designer and retailer. Additionally, from January 2014 through April 2015, Mr. Brownstein served on the board of directors of LMG2, a privately-heldprivately held Chicago-based parking facility operator. Mr. Brownstein brings to the Board of Directors a broad financial and management consulting background, including extensive experience in financing, restructuring, strategic planning and corporate governance matters. Additionally, Mr. Brownstein is a Board Leadership Fellow of the National Association of Corporate Directors (“NACD”), through which he completed NACD’s comprehensive program of study for corporate directors and continues to supplement his director skill sets through ongoing engagement with the director community, and access to leading practices. Further, he was currentlyserved as the President of the Philadelphia Chapter of the NACD.

NACD from January 2016 through March 2019.

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Jeffrey D. Franklin has Has been an accounting and finance consultant, primarily providing outsourced CFO services to businesses in the logistics, energy management and building automation, manufacturing/​distribution of lighting equipment and components, medical supply start up, and digital advertising sectors since October 2018. Mr. Franklin joined ProCFO Partners, a provider of outsourced financial management services, as a CFO/Principal in July 2020. Prior to October 2018, Mr. Franklin was an Executive Vice President and the Chief Financial Officer of Executive Charge Inc., a company providing billing and administrative services for affiliated corporations in the transportation, package delivery, radio communications and real estate management industries, for more than the past five years. Mr. Franklin is a Certified Public Accountant licensed in the State of New York. Mr. Franklin brings to the Board of Directors significant financial, accounting and managerial experience.

Richard P. Randall served as Chief Operating Officer and Chief Financial Officer of Direct Holdings Worldwide, LLC, the parent companyCompany of Lillian Vernon Corp. and Time-Life, from 2002 until 2005. Prior to that, Mr. Randall was the Chief Financial Officer of Coach, Inc. from 2000 to 2001 and the Chief Financial Officer of Lillian Vernon Corp. from 1998 to 2000. Mr. Randall holds a degree in accounting and is a Certified Public Accountant and has more than 40 years of experience in various accounting and finance positions. From 2006 to 2020, Mr. Randall has served as a member of the Boardboard of Directors of Aceto Corp. from 2009 through 2014 and most recently served as chair of its Audit & Risk Committee and as a member of its Compensation Committee. Mr. Randall also has been serving as a member of the Board of Directorsdirectors of Steven Madden, Ltd. since 2006,, a company that is engaged in the design, sourcing and marketing of footwear and accessories, where he isserved as the Chairman of the Audit Committee and a member of the Nominating/Corporate Governance Committee. From 2009 through 2014, Mr. Randall served as a member of the board of directors of Aceto Corp., a company that is engaged in the marketing, sale and distribution of human health-related products, pharmaceutical ingredients and specialty chemicals and agricultural protection products. Mr. Randall is also a former director and member of the Executive, Finance, Audit and Research Committees of The Burke Rehabilitation Hospital, and currently serves as a Member Emeritus of the Executive Committee and retains a board seat on The Burke Foundation’s board. Mr. Randall also served as a director and chair of the Audit Committee for two unrelated Chinese companies publicly traded in the U.S., Universal Travel Group and Home Systems Group, from 2007 until 2008. Mr. Randall brings to the Board of Directors extensive knowledge of accounting and finance, the retail industry (including overseas importing) and the issues impacting a publicly traded company.

Kenneth M. Scheriff has been was the Executive Vice President of New York Commercial Bank, thecertain commercial banking subsidiarysubsidiaries of New York Community Bancorp, Inc., a financial institution listed on the New York Stock Exchange, sincefrom January 2008.2008 through mid-April 2022 (New York Commercial Bank from January 2008 through November 2018 and New York Community Bank thereafter, following its merger with New York Commercial Bank). Effective mid-April 2022, Mr. Scheriff began serving as a consultant to New York Commercial Bank. From 2005 through December 2007, Mr. Scheriff was Executive Vice President of the Commercial Loan Group of State Bank of Long Island, a commercial bank listed on the Nasdaq Stock Market, and was employed in an executive capacity with such bank since 1995. Mr. Scheriff brings to the Board of Directors executive level experience and extensive knowledge of the banking industry and credit markets.

Mitchell A. Solomon has been President of EBY Electro, Inc., a manufacturer of electric and electronic connectors and power supplies, for more than the past five years. Mr. Solomon brings a strong operational and strategic background and valuable business, leadership and management experience to the Board of Directors, including extensive experience in foreign manufacturing and importing of industrial goods.


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CORPORATE GOVERNANCE

The Company operates within a comprehensive plan of corporate governance for the purpose of defining independence, assigning responsibilities, setting high standards of professional and personal conduct and assuring compliance with such responsibilities and standards.

Director Independence

The standards relied upon by the Board of Directors in affirmatively determining whether a director is “independent,” in compliance with NASDAQ and SEC rules, are comprised, in part, of those objective standards set forth in such rules. In addition to these objective standards and in compliance with NASDAQ and SEC rules, no director will be considered independent who has a relationship which, in the opinion of the company’sCompany’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board of Directors exercises appropriate discretion in identifying and evaluating any such relationship. The Board of Directors, in applying the above-referenced standards and after considering all of the relevant facts and circumstances, has affirmatively determined that the Company’s “independent” directors are: Howard Brod Brownstein, Jeffrey D. Franklin, Richard P. Randall, Kenneth M. Scheriff and Mitchell A. Solomon, representing a majority of the members of the Board of Directors.


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The Company’s independent directors hold annually at least two formal meetings independent from management.or executive sessions of the Board of Directors without management present. In 2015,2021, the Company’s independent directors held four such meetings.meetings or sessions. The Lead Independent Director, or in his absence, another independent director chosen by the independent directors, presides at such non-management sessions of the Board of Directors.meetings or sessions. The role of the Lead Independent Director is discussed in greater detail under “Board Leadership Structure” below.

Meetings and Committees of the Board of Directors

During 2015,2021, the Board of Directors held twelve meetings and acted by unanimous written consent once.12 meetings. No director attended fewer than 75% of the aggregate number of meetings of the Board of Directors and all committees on which he served.

During 2015,2021, the Board of Directors had an Audit Committee, a Compensation Committee, a Corporate Governance and Nominating Committee and a Strategic Planning and Risk Assessment Committee. In addition, from time to time, special committees may be established under the direction of the Board of Directors when necessary to address specific issues.

Audit Committee

During 20152021 and as of the record date, the members of the Audit Committee were Messrs. Franklin (Chairman), Brownstein and Randall. During 2015,2021, the Audit Committee held four meetings.

Among other things:
•
Each member of the Audit Committee has been determined by the Board of Directors to meet the standards for independence required of audit committee members by the NASDAQ listing standards and applicable SEC rules. For more information on the NASDAQ standards for independence, see “Corporate Governance — Director Independence”rules, as discussed above.
​
•
The Board of Directors has further determined that all members of the Audit Committee are able to read and understand fundamental financial statements, including a balance sheet, income statement and cash flow statement.
​
•
The Board of Directors has determined that Jeffrey D. Franklin is an “audit committee financial expert” within the meaning of applicable SEC rules.
​
•
The Audit Committee appointsselects and retains the Company’s independent registered public accounting firm, reviews the overall scope and the results of the Company’s annual audit and reviews the Company’s quarterly financial statements and the Company’s overall internal controls, among other things.
​
•
The Company’s independent registered public accounting firm reports directly to the Audit Committee.
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•
The Audit Committee, consistent with the Sarbanes-Oxley Act of 2002 and the rules adopted thereunder, meets with management and the Company’s independent registered public accountants, at least quarterly, prior to the filing of officers’ certifications with the SEC to receive information concerning, among other things, significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting, if any, and to discuss the scope and results of the annual audit, quarterly reviews and issues of accounting policy and internal controls.
​
•
The Audit Committee has adopted procedures for the receipt, retention and treatment of complaints by Company employees regarding the Company’s accounting, internal accounting controls or auditing matters.
•The Audit Committee operates under a formal charter adopted by the Board of Directors, as amended, that governs its duties and standards of performance. Copies of the charter can be obtained free of charge from the Company’s website atwww.pfina.com.
​
•
The Audit Committee operates under a formal charter adopted by the Board of Directors, as amended, that governs its duties and standards of performance. Copies of the charter can be obtained free of charge from the Company’s website at www.pfina.com.

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Compensation Committee

During 20152021 and as of the record date, the members of the Compensation Committee were Messrs. Scheriff (Chairman) and Franklin. During 2015,2021, the Compensation Committee held three meetings.

formal meetings in addition to various informal meetings among the members. Among other things:
•
All members of the Compensation Committee have been determined to meet the applicable NASDAQ and SEC standards for independence. See “Director Independence”independence, as discussed above. Further, each member of the Compensation Committee is a “Non-Employee Director” as defined in Rule 16b-3 under the Securities Exchange Act.Act of 1934 (the “Exchange Act”).
​
•
The Compensation Committee reviews, recommends, and approves changes to the Company’s compensation policies, and benefits programs, administers the executive compensation program and otherwise seeks to ensure that the compensation philosophy is consistent with the Company’s best interests and is properly implemented. The Compensation Committee also serves as the administrator of the Company’s stock incentive plans, and as such, all option grants and grants of restricted stock are approved by the Compensation Committee.
​
•
The Compensation Committee reviews and approves annually the corporate goals and objectives applicable to the compensation of the chief executive officer, evaluates at least annually such officer’s performance in light ofconsidering those goals and objectives, and determines and approves such officer’s compensation level based on this evaluation. The Compensation Committee also reviews and approves the compensation of the Company’s other named executive officer. The Compensation Committee charterCharter provides that the chief executive officer cannot be present during any voting or deliberations by the Compensation Committee on his or her compensation and it is also the policy of this committee not to allow the other named executive officer to be present. For related information, see “COMPENSATION PHILOPHY AND AGREEMENTS WITH NAMED EXECUTIVE OFFCERS”“Compensation Philosophy and Agreements with Named Executive Officers” below.
•The Compensation Committee operates under a formal charter adopted by the Board of Directors, as amended, that governs its duties and standards of performance. Copies of the charter can be obtained free of charge from the Company’s website atwww.pfina.com.

​
•
The Compensation Committee has the authority to select, retain and obtain the advice of a compensation consultant and outside legal counsel as necessary to assist with the execution of its duties.
​
•
The Compensation Committee operates under a formal charter adopted by the Board of Directors, as amended, that governs its duties and standards of performance. Copies of the charter can be obtained free of charge from the Company’s website at www.pfina.com.
​
Corporate Governance and Nominating Committee

During 2015,2021, and as of the record date, the members of the Corporate Governance and Nominating Committee were Messrs. Brownstein (Chairman) and Randall. During 2015,2021, the Corporate Governance and Nominating Committee held two meetings.

Among other things:
•
All members of the Corporate Governance and Nominating Committee have been determined to meet the NASDAQ standards for independence. See “Director Independence”independence, as discussed above.
​
•
The Corporate Governance and Nominating Committee recommends director nominees to the Board of Directors as director nominees individuals of established personalbased on, among other factors, complementary skills, experience, diversity and professional integrity, ability and judgment,
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reputation, who are chosen with the primary goal of ensuring that the entire Board of Directors collectively serves the interests of the Company’s stockholders. TheOther than the foregoing, the Corporate Governance and Nominating Committee does not have a formal policy relating specifically to the consideration of diversity in making recommendations of qualified nominees for election to the Board of Directors. Due consideration is given to assessing the qualifications of potential nominees and any potential conflictsConflicts with the Company’s interests. The Corporate Governance and Nominating Committee also assesses the contributions of the Company’s incumbent directors in connection with their potential re-nomination. In identifying and recommending director nominees, the Committee members take into accountconsider such factors as they determine appropriate, including recommendations made by the Board of Directors and stockholders. Once the Corporate Governance and Nominating Committee has identified prospective nominees, background information is elicited about the candidates, following which they are interviewed and evaluated by the Committee, which then reports to the Board of Directors.
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The Corporate Governance and Nominating Committee reviews and reassesses the Company’s corporate governance procedures and practices and recommends any proposed changesChanges therein to the Board of Directors. It also oversees the evaluation of the Board of Directors, its committees and the Company’s management.management and makes recommendations to the Board of Directors with respect to the size, composition, organization and governance of the Board of Directors and its committees.
•The Corporate Governance and Nominating Committee operates under a formal charter adopted by the Board of Directors, as amended, that governs its duties and standards of performance. Copies of the charter can be obtained free of charge from the Company’s website atwww.pfina.com.

​
•
The Corporate Governance and Nominating Committee operates under a formal charter adopted by the Board of Directors, as amended, that governs its duties and standards of performance. Copies of the charter can be obtained free of charge from the Company’s website at www.pfina.com.
​
The Board of Directors adopted a policy setting forth thatpursuant to which the Corporate Governance and Nominating Committee will consider individuals suggested by stockholders for nomination as candidates for election to the Board of Directors at annual meetings of stockholders. Such suggested nominees will be considered in the context of the Corporate Governance and Nominating Committee’s determination regarding all issues relating to the composition of the Board of Directors, including the size of the Board of Directors, any criteria the Corporate Governance and Nominating Committee may develop for prospective Board of Directors candidatesCandidates and the qualifications of candidates relative to any such criteria. Any stockholder who wishes to submit an individual for nomination as a Board of Directors candidateCandidate by the Corporate Governance and Nominating Committee should be directed in writing to the Chair of the Corporate Governance and Nominating Committee, c/o the Secretary of the Company, P&F Industries, Inc., 445 Broadhollow Road, Suite 100, Melville, New York 11747. Such submission should include the name of the individual submitted for nomination, information as to such individual’s background and experience and a representation from such individual that he or she is willing to be nominated by the Corporate Governance and Nominating Committee and, if elected, to serve, and the information regarding such individual that would be required by the rules and regulations of the SEC to be included in the Company’s proxy statement issued in connection with its annual meeting. Stockholders are also permitted to submit nominees for election at annual meetings of stockholders subject to compliance with the advance notice requirements of the Company’s By-laws, summarized below under “Stockholder Nominations for Board of Directors Membership and Other Proposals for the 20172023 Annual Meeting”.

The policies and procedures set forth in this paragraph have not materially changed since the prior year’s proxy statement.

Strategic Planning and Risk Assessment Committee

The Board of Directors also maintains a Strategic Planning and Risk Assessment Committee, comprised of independent members of the Board of Directors. During 20152021 and as of the record date, the members of the Strategic Planning and Risk Assessment Committee were Messrs. Brownstein (Chairman), Solomon and Randall. During 2015,2021, the Strategic Planning and Risk Assessment Committee held two meetings.

Among other things:
•
All members of the Strategic Planning and Risk Assessment Committee have been determined to meet the NASDAQ standards for independence. See “Director Independence”independence, as set forth above.
​
•
Such committee reviews, on behalf of the Company, management’s long-term strategy for the Company, which includeincludes material business strategy, financial and capital matters in the pursuit of
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continuing the long-term success of the Company and risk appetite/tolerance relating thereto, and makemakes recommendations to the Board of Directors with respect to the foregoing.
•The Strategic Planning and Risk Assessment Committee operates under a formal charter adopted by the Board of Directors, as amended, that governs its duties and standards of performance. Copies of the charter can be obtained free of charge from the Company’s website atwww.pfina.com.

•
The Strategic Planning and Risk Assessment Committee operates under a formal charter adopted by the Board of Directors, as amended, that governs its duties and standards of performance. Copies of the charter can be obtained free of charge from the Company’s website at www.pfina.com
​
Code of Business Conduct and Ethics

The Company has adopted a Code of Business Conduct and Ethics, which is designed to help officers, directors and employees resolve ethical issues in an increasingly complex business environment.

•
The Code of Business Conduct and Ethics is applicable to all of the Company’s officers, directors and employees, including the Company’s principal executive officer, principal financial officer, controller and other persons performing similar functions. The Code of Business Conduct and Ethics covers topics including, but not limited to, conflicts of interest, confidentiality of information and compliance with laws and regulations.
​
•
Waivers from the Code of Business Conduct and Ethics are discouraged. Any waivers from the Code of Business Conduct and Ethics that relate to the Company’s directors and executive officers must be approved by the Board of Directors, and will be posted on the Company’s website at www.pfina.com.

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•Waivers from the Code of Business Conduct and Ethics are discouraged. Any waivers from the Code of Business Conduct and Ethics that relate to the Company’s directors and executive officers must be approved by the Board of Directors, and will be posted on the Company’s website atwww.pfina.com.
•The Code of Business Conduct and Ethics can be obtained free of charge from the Company’s website atwww.pfina.com.

​

•
The Code of Business Conduct and Ethics can be obtained free of charge from the Company’s website at www.pfina.com.
​
Board Leadership Structure

The Company’s Chief Executive Officer also serves as its Chairman of the Board. The Board of Directors believes that a combined CEO/Chairman of the Board arrangement and having a Lead Independent Director (as further discussed below) is currently the best structure for the Board of Directors, as its Chief Executive Officer is most familiar with the Company’s business and industry, and most capable of effectively identifying the Company’s priorities and leading the execution of its strategy. The Company’s independent directors bring experience, oversight, and expertise from outside the Company and industry, while the Chief Executive Officer brings company-specific experience and expertise. Combining the role of Chairman and Chief Executive Officer facilitates information flow between management and the Board of Directors.

Because the Board of Directors also believes that strong, independent Board leadership is a critical aspect of effective corporate governance, the Board of Directors has established the position of Lead Independent Director. Our Lead Independent Director is an independent director elected annually by the independent directors. During 20152021 and as of the record date, Mr. Solomon served as our Lead Independent Director. Our Lead Independent Director’s responsibilities and authority include, among other things, advising on Board of Directors meeting schedules and agendas, calling meetings of the independent directors, chairing the executive sessions of the independent directors, and chairing the meetings of the Board of Directors if the Chairman of the Board is not present. Copies of the charter of the Lead Independent Director can be obtained free of charge from the Company’s website atwww.pfina.com.

Board Role in Risk Oversight

While risk management is primarily the responsibility of the Company’s management team, the Board of Directors is responsible for overall supervision of the company’s risk management efforts as they relate to the key business risks facing the organization. As discussed in greater detail above, the Board of Directors maintains a Strategic Planning and Risk Assessment Committee as a standing committee whose responsibility includes working with management to identify, assess, and manage the risks most critical to the Company’s operations and routinely advise the Board of Directors on those matters. Those areas of material risk can include operational, financial, legal, regulatory, human capital, informational technology, and strategic and reputational risks, and those risks related to the COVID-19 pandemic, among others. In addition, the Board of Directors regularly reviews with management, at Board of Director meetings, any risk management issues that any director wishes to discuss. Finally, the Board of Director’sDirectors’ other committees each

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qaeach oversee certain aspects of risk management and report its respective findings to the Strategic Planning and Risk Assessment Committee or to the full Board of Directors, as appropriate.

Directors’ Attendance at Annual Meetings of Stockholders

It is the policy of the Board of Directors to expect that all directors attend annual meetings of stockholders except where the failure to attend is due to unavoidable circumstances or conflicts discussed in advance by the director with the Chairman of the Board. All of the members of the Board of Directors attended (virtually) the Company’s 20152021 annual meeting of stockholders.

Communication with the Board of Directors

Any stockholder or interested party who wishes to communicate with the Board of Directors, or specific individual directors, or the non-management directors as a group, may do so by directing a written request addressed to such directors or director, care of the Lead Independent Director, P&F Industries, Inc., 445 Broadhollow Road, Suite 100, Melville, New York 11747. Communication(s) directed to members of the Board of Directors who are notindependent non-management directors will be relayed to the intended Board member(s) except to the extent that it is deemed unnecessary or inappropriate to do so pursuant to the procedures established by a majority of the independent directors. Any communication so withheld will nevertheless be made available to any non-management director who wishes to review it.

Board Diversity
In August 2021, the SEC approved a Nasdaq Stock Market proposal to adopt new listing rules relating to board diversity and related disclosures. As approved by the SEC, the new Nasdaq listing rules currently require all Nasdaq listed companies to disclose consistent, transparent diversity statistics regarding their boards of directors. The Board Diversity Matrix below presents the Board’s diversity statistics in the format prescribed by the Nasdaq rules. The table below provides certain information with respect to the composition of the members of our Board of Directors and nominees. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).
​​
Board Diversity Matrix (as of April 13, 2022)​
​​
​​
Number of Directors​
​​​6​​
​​​​​​Female​​​Male​​​​​​​​​​Non-Binary​​​
Did Not
Disclose
Gender
​​
​​Part I: Gender Identity​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​Directors​​​​​0​​​​​​6​​​​​​​​​​​​​0​​​​​​0​​​
​​Part II: Demographic Background​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​African American or Black​​​​​0​​​​​​0​​​​​​​​​​​​​0​​​​​​0​​​
​​Alaskan Native or Native American​​​​​0​​​​​​0​​​​​​​​​​​​​0​​​​​​0​​​
​​Asian​​​​​0​​​​​​0​​​​​​​​​​​​​0​​​​​​0​​​
​​Hispanic or Latinx​​​​​0​​​​​​0​​​​​​​​​​​​​0​​​​​​0​​​
​​Native Hawaiian or Pacific Islander​​​​​0​​​​​​0​​​​​​​​​​​​​0​​​​​​0​​​
​​White​​​​​0​​​​​​6​​​​​​​​​​​​​0​​​​​​0​​​
​​Two or More Races or Ethnicities​​​​​0​​​​​​0​​​​​​​​​​​​​0​​​​​​0​​​
​​LGBTQ+​​​​​​​​​​​​​​​​​​​0​​​​​​​​​​​​​​​​​
​​Did Not Disclose Demographic Background​​​​​​​​​​​​​​​​​​​0​​​​​​​​​​​​​​​​​
Prohibitions on Hedging Transactions
Under the Company’s insider trading policy, directors, officers, and other employees are prohibited from trading in options, warrants, puts and calls or similar instruments on Company securities or selling

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Company securities “short.” Furthermore, under such policy, directors, officers, and other employees may not hold Company securities in margin accounts.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Policies and Procedures

The Company’s Code of Ethics provides that the Company’s compliance officer (currently the Company’s General Counsel) must be fully informed of any proposed transaction between the Company, on the one hand, and any employee, officer or director, on the other, and must communicate the Company’s approval of any such transaction before the agreement or transaction can be commenced. Further, pursuant to Nasdaq Rule 5630(a), the Company’s Audit Committee (or another committeeCommittee made up of independent directors) must review and have oversight over all transactions with related parties required to be disclosed under SEC Regulation S-K, Item 404. “Related parties” include the Company’s directors, executive officers, and stockholders known by the Company to be the beneficial owner of more than five percent of the Company’s Common Stock, and their respective immediate families. The Company does not have formal written procedures to implement this policy; instead, the Audit Committee (or another committeeCommittee made up of independent directors) reviews and, where appropriate approves, related party transactions on a case by casecase-by-case basis.

Related Party Transactions

There were no transactions with “related parties” required to be disclosed as related party transactions under SEC Regulation S-K, Item 404 entered into, or proposed, since prior to January 1, 2015.

2021.


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DIRECTOR COMPENSATION

The following table shows the compensation of the Company’s Non-Employee Directors for services in all capacities to the Company in 2015.2021. Information with respect to the compensation of Richard A. Horowitz, the Company’s Chairman, President and Chief Executive Officer and a director, is set forth in the “Summary Compensation Table” below.

Name of Director​​
Cash fees
($)(1)
​​
Stock awards
($)(2)
​​
Total
compensation
($)
​
Howard Brod Brownstein​​​​40,500​​​​​-0-​​​​​40,500​​
Jeffrey D. Franklin​​​​45,500​​​​​-0-​​​​​45,500​​
Richard P. Randall​​​​38,500​​​​​-0-​​​​​38,500​​
Kenneth M. Scheriff​​​​31,500​​​​​-0-​​​​​31,500​​
Mitchell A. Solomon​​​​30,500​​​​​-0-​​​​​30,500​​
   
Name of Director Cash fees
($)(1)		 Stock
awards
($)(2)		 Total
compensation
($)
Howard Brod Brownstein  37,500   8,630   46,130 
Jeffrey D. Franklin  47,500   8,630   56,130 
Richard P. Randall  40,500   8,630   49,130 
Kenneth M. Scheriff  33,500   8,630   42,130 
Mitchell A. Solomon  32,500   8,630   41,130 
​

(1)Relates to annual directorship fees and fees paid for meetings attended.
(2)The amount shown reflects the fair value of the 1,000 shares of restricted Common Stock granted to each of Messrs. Brownstein, Franklin, Randall, Scheriff and Solomon as of the day of grant.

(1)
Relates to annual directorship fees and fees paid for meetings attended.
​
(2)
There were no stock awards to Non-Employee Directors in 2021.
​
During 2015,2021, each Non-Employee Director received an annual Board of Director directorship fee of $10,000 plus $2,000 for each of the fivefour regular meetings of the Board of Directors held at the Company’s offices attended. No additional fees were paid for the additional telephonic meetings held throughout 2015.2021. Each member of the Audit Committee also received an additional $10,000 as an annual directorship fee (with the chairman receiving $13,500), and $1,250 for each of the four meetings of the Audit Committee held at the Company’s offices attended in person. No Audit Committee meeting fees were paid for any other Audit Committee meetings, including telephonic meetings or those held in conjunction with a Board of Directors meeting.attended. Each member of the Compensation Committee received an additional $9,000 as an annual directorship fee (with the chairman receiving $13,500). Each member of the Strategic Planning and Risk Assessment Committee received an additional $5,000 as an annual directorship fee. Each member of the Corporate Governance and Nominating Committee received an additional $2,500 as an annual directorship fee. The Lead Independent Director received an additional $7,500 as an annual directorship fee.


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Upon initial election to the Board of Directors, each Non-Employee Director receives an option to purchase 2,000 shares of Common Stock. Each Non-Employee Director in office received 1,000The Company expects to grant 1,250 shares of restricted shares of Common Stock in May 2015 and it is anticipated that an additional 1,000 restricted shares will be granted to each of the Non-Employee Director in officeDirectors immediately following the Annual Meeting.Meeting, as it did in 2020 and certain prior years (but not 2021). The Company may consider changing the fees paid to the Company’s non-management directorsNon-Employee Directors and/or granting additional restricted stock, options, or other forms of equity-based compensation to such directors.directors in the future. Directors who are also officers of the Company are not compensated for their duties as directors.


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PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The Audit Committee has appointed CohnReznick LLP (“CohnReznick”) as independent registered public accountants for the Company and its subsidiaries for the year 20162022 and has further directed that management submit the selection of independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. CohnReznick has audited the Company’s financial statements since 2008. Representatives of CohnReznick are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither the Company’s By-laws nor other governing documents or law require stockholder ratification of the appointment of CohnReznick as the Company’s independent registered public accounting firm. However, the Audit Committee seeks to have the appointment of CohnReznick ratified. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent registered public accountants at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

The following table sets forth the fees billed by CohnReznick for professional services for the fiscal years ended December 31, 20152021 and 2014.

2020.
​​​2021​​2020​
Audit Fees​​​$283,000​​​​$280,000​​
Audit-Related Fees​​​​51,830​​​​​43,000​​
Tax Fees​​​​-0-​​​​​-0-​​
All Other Fees​​​​3,275​​​​​15,967​​
​​​​$338,105​​​​$338,967​​
  
 2015 2014
Audit Fees $259,000  $299,000 
Audit-Related Fees  34,500   -0- 
Tax Fees  -0-   -0- 
All Other Fees  33,500   19,050 
   $327,000  $318,050 

Audit fees include fees billed for the audit of P&F Industries, Inc. and its subsidiaries, the review of quarterly financial information, and attendance at Audit Committee meetings.

Audit-Related Fees include certain services that are reasonably related to the performance of the audit or review of the P&F Financial Statements.Company’s financial statements. For 2015,2021, such fees were comprised of inventory observation and impairment analyses. For 2020, such fees were comprised of expenses relating toadditional audit procedures and matters relating to the Company’s acquisitions. Audit-Related Fees for 2021 and 2020 also include fees paid by a Company-sponsored defined contribution retirement plan to CohnReznick in connection with the Company’s acquisitions. There were noaudit of such fees in 2014.

plan.

Tax fees include fees billed for services relating to tax compliance, tax advice and tax planning. There were no such fees in 20152021 or 2014.

2020.

All Other Fees includes fees billed for services not classified in any of the above categories. For 2015,2021 and 2020, such fees arewere comprised of expenses relating the Company’s 2016 disposition, assistance with responding to an SEC comment letter and certain out-of-pocket expenses. For 2014, such fees are comprised of expenses relating to the Company’s acquisitions and certain out-of-pocket expenses.
The Audit Committee negotiates the annual audit fee directly with the Company’s independent registered public accountants. Any additional services to be performed by the Company’s independent registered public accountants on behalf of the Company of its subsidiaries requires the advanceprior approval of the Audit Committee. The Audit Committee considers whether the provision of permitted non-audit services is compatible with maintaining its independent registered public accountants’ independence.

Required Vote

and Effect

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting will be required to ratify the appointment of CohnReznick. You may vote “for,” “against” or “abstain.” If you “abstain” from voting with respect to this proposal, your vote will have the same effect as a vote “against” the proposal. Broker non-votes are not applicable to this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR”
PROPOSAL 2.

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AUDIT COMMITTEE REPORT*

The Audit Committee of the Board of Directors of P&F Industries, Inc. is composed of three independent directors appointed by the Board of Directors (each of whom is independent under NASDAQ and applicable SEC rules) and operates under a written charter adopted by the Board of Directors on March 9, 2004 and amended as of April 20, 2015. During 20152021 and as of the record date, the members of such committee were Messrs. Franklin (Chairman), Brownstein and Randall. Management is responsible for the Company’s internal accounting and financial controls, the financial reporting process and the internal audit function. The Company’s independent registered public accountants are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and for issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes and report its findings to the Board of Directors.

In this context, the Audit Committee has met and held discussions separately, and jointly, with each of management and the Company’s independent registered public accountants. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accountants.
The Audit Committee discussed with the independent registered public accountants matters required to be discussed under PCAOB standards. The independent registered public accountants have provided to the Audit Committee the written disclosures and the letter required by the applicable requirements of the PCAOB regarding the independent registered public accountants’ communications with the Audit Committee concerning independence, and the Audit Committee has discussed with the independent registered public accountants such registered public accountants’ independence. The Audit Committee has concluded that the independent registered public accountants’ provision of audit and non-audit services to the Company is compatible with such registered public accountants’ independence.

Based on the Audit Committee’s discussion with management and the independent registered public accountants, and the Audit Committee’s review of the representation of management and the report of the independent registered public accountants to the Audit Committee, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 20152021 filed with the SEC.

Members of the Audit Committee

Jeffrey D. Franklin (Chairman)
Howard Brod Brownstein
Richard P. Randall

*This section is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing by the Company under the Securities Act of 1933 or the Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
​
*
This section is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing by the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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PROPOSAL 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

As required by

In accordance with the Dodd-Frank Act and Section 14A of the Securities and Exchange Act, of 1934 (the “Exchange Act”), the Company is providing stockholders with an advisory (non-binding) vote on compensation programs for our named executive officers (sometimes referred to as “say“say-on-pay”). The stockholders currently have the opportunity to vote on pay”).this matter annually, although the frequency of such votes is subject to change in the future. Accordingly, you may vote on the following resolution at the Annual Meeting:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation rules of the Securities and Exchange Commission, including the section captioned “Compensation Philosophy and Agreements with Named Executive Officers” as well as the compensation tables and narrative discussion, is hereby APPROVED.”

As described in greater detail under “Compensation Philosophy and Agreements with Named Executive Officers,” our compensation programs are designed to motivate our executives to create a successful company. We believe that our compensation program rewards sustained performance that is linked to long-term stockholder interests.value. Stockholders are encouraged to read the “Compensation Philosophy and Agreements with Named Executive Officers,” the accompanying compensation tables, and the related narrative disclosure included in this Proxy Statement.

proxy statement.

Required Vote and Effect

This non-binding advisory (non-binding) vote on executive compensation will be considered approved by the affirmative vote of a majority of the total number of shares present in person or represented by proxy and entitled to vote on the matter. You may vote “for,” “against” or “abstain.” If you “abstain” from voting with respect to this proposal, your vote will have the same effect as a vote “against” the proposal. Broker non-votesnon- votes will have no effect on the vote for this proposal. Although this vote is non-binding, the Board of Directors and the Compensation Committee, which is comprised of independent directors, expect to take into account the outcome of the vote when considering future executive compensation decisions to the extent they can determine the cause or causes of any significant negative voting results.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR”
PROPOSAL 3.

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PROPOSAL 4
ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION
In accordance with the Dodd-Frank Act and Section 14A of the Exchange Act, the Company is seeking an advisory (non-binding) stockholder vote on whether a “say-on-pay” vote should be held every year, every two years or every three years. Stockholders may also abstain from making a choice. This proposal is commonly known as a “say-on-frequency” proposal. The Company is required to provide stockholders with a “say-on-pay” vote every one, two or three years, as determined by a separate advisory shareholder vote held at least once every six years.
Although the Company has held an annual say-on-pay vote each year since 2013, the Board has determined that holding an advisory vote on executive compensation of the Company’s named executive officers every three years would be a more appropriate frequency for the Company to adopt at this time, and recommends that stockholders approve a three-year frequency of future say-on-pay votes. The Board believes that a say-on-pay vote on a three-year cycle is most appropriate for a “smaller reporting company” such as the Company, as this will provide a more cost-effective way for our shareholders to observe and evaluate the effectiveness of our overall executive compensation strategies and their impact on the Company’s and achievement of business goals. including the impact of any changes to our executive compensation strategies that have occurred since the last advisory vote. The Company expects to hold the next advisory vote on the frequency of  “say-on-pay” votes no later than 2028.
Required Vote and Effect
Stockholders are not voting to approve or disapprove the Board of Director’s recommendation. Rather, stockholders will be able to specify one of four choices for this proposal on the proxy card: “1 Year,” “2 Years,” “3 Years” or “Abstain.” The option that receives the majority of votes cast by our stockholders will be the frequency for the advisory vote on executive compensation that has been selected by our stockholders. Abstentions will have the same effect as a vote against each of the three frequency alternatives and broker non-votes will not affect the outcome of the vote. Because your vote on this proposal is advisory, it will not be binding on the Company, the Board of Directors or the Compensation Committee. Nevertheless, the Board of Directors and the Compensation Committee will review and consider the outcome of this vote when making determinations as to the frequency of  “say-on-pay” votes and may decide, based on relevant factors, that it is in the best interest of our stockholders to hold a say-on- pay vote more or less frequently than the option approved by our stockholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
“3 YEARS” WITH RESPECT TO PROPOSAL 4.

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EXECUTIVE OFFICERS OF THE REGISTRANT

Set forth below is the name and age of each executive officer of the Company. The information set forth below is as of the record date.

Name​​Age​​Title​
Richard A. Horowitz​66​72​​Chairman of the Board, President, Chief Executive Officer and Assistant Treasurer​
Joseph A. Molino, Jr.​52​58​​Vice President, Chief Operating Officer, Chief Financial Officer, Secretary and Treasurer​

Each of the foregoing Executive Officers was elected by the Board of Directors to serve until his successor is chosen and qualified.

Mr. Horowitz currently serves as an executive officer of the Company under the terms of an employment agreement expiring in December 2018.2024. This agreement and hissuperseded a previous employment agreement, pursuant to which washe received compensation in effect throughout 2014, are2021 and 2020 as discussed below. Further information about Mr. Horowitz, who is also a director of the Company, is contained above under “Information as to Directors and Nominees for Directors.”

Mr. Molino has been Vice President and Chief Financial Officer of the Company since December 1997 and has served as Chief Operating Officer of the Company since May 2005. From July 1990 until November 1997, Mr. Molino was chief financial officer of several small private manufacturing and service companies. Mr. Molino currently serves as an executive officer of the Company under the terms of an employment agreement, as amended, expiring in December 2017.2023, pursuant to which he received compensation in 2021 and 2020. This employment agreement and a severance agreement that was in effect throughout 2014, areis discussed below.


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EXECUTIVE COMPENSATION

The following table sets forth all compensation for 20152021 and 20142020 awarded to or earned by the Company’s Principal Executive Officer and Principal Financial Officer. We refer to these individuals collectively in this Proxy Statementproxy statement as “named executive officers”.

Summary Compensation Table

Name and Principal Position​​Year​​
Salary
($)
​​
Bonus
($)(1)
​​
Stock
Awards
($)(2)
​​
Option
Awards
($)
​​
Non-Equity
Plan
Compensation
($)(1)
​​
All other
Compensation
($)(3)(4)
​​
Total
($)
​
Richard A. Horowitz
Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
​​​​2021​​​​​775,000​​​​​375,000​​​​​-0-​​​​​-0-​​​​​-0-​​​​​59,792​​​​​1,209,792​​
​​​2020​​​​​775,000​​​​​-0-​​​​​-0-​​​​​-0-​​​​​-0-​​​​​65,330​​​​​840,330​​
Joseph A. Molino, Jr.
Vice President, Chief Operating Officer and Chief Financial Officer (Principal Financial Officer)
​​​​2021​​​​​400,000​​​​​85,000​​​​​159,000​​​​​-0-​​​​​-0-​​​​​59,813​​​​​703,813​​
​​​2020​​​​​400,000​​​​​-0-​​​​​-0-​​​​​-0-​​​​​-0-​​​​​51,475​​​​​451,475​​
        
Name and Principal Position Year Salary
($)		 Bonus
($)		 Stock
Awards
($)(1)		 Option
Awards
($)		 Non-Equity
Plan
Compensation
($)(2)		 All other
Compensation
($)(3)(4)		 Total
($)
Richard A. Horowitz
Chairman of the Board,
President and Chief Executive Officer (Principal Executive Officer)		  2015   700,000   -0-   -0-   -0-   712,000   116,723   1,528,723 
  2014   700,000   -0-   -0-   -0-   732,900   147,790   1,580,690 
    
 
    
 
       
Joseph A. Molino, Jr.
Vice President,
Chief Operating Officer and
Chief Financial Officer
(Principal Financial Officer)		  2015   375,000   -0-   17,150   -0-   172,000   58,906   623,056 
  2014   375,000   -0-   -0-   -0-   153,000   52,459   580,459 
    
 
    
 
​

(1)The amount shown for Mr. Molino reflects the aggregate fair value of the 2,500 shares of restricted stock granted to Mr. Molino as of the date of grant.
(2)The amounts for each of Messrs. Horowitz and Molino for 2015 and 2014 represent awards granted under the Company’s Amended and Restated 162(m) Bonus Plan, with respect to the fiscal years ended December 31, 2015 and December 31, 2014, respectively.
(3)The amounts in the column reflect the following: (a) contributions made under a Company-sponsored defined contribution retirement plan on behalf of each of Messrs. Horowitz and Molino in 2015 in the amount of $17,429 and in 2014 in the amount of $16,576; (b) $45,064 to Mr. Horowitz in each of 2015 and 2014 relating to premiums on a life insurance policy; (c) health insurance premium payments on behalf of Mr. Horowitz in 2015 and 2014 in the amounts of $31,563 and $30,810, respectively and on behalf of Mr. Molino in 2015 and 2014 in the amounts of $26,407 and $25,754, respectively; (d) legal and consulting fees on behalf of Mr. Horowitz relating to his employment agreement and related matters of $13,275 and $45,000 in 2015 and 2014, respectively, and legal fees of $5,000 on behalf of Mr. Molino relating to his employment agreement and related matters in 2015.
(4)Also includes additional perquisites for Mr. Horowitz of $9,393 and $10,340 for 2015 and 2014, respectively, relating to the personal use of a Company-leased automobile, and additional perquisites for Mr. Molino of $10,070 and $10,128 for 2015 and 2014, respectively, relating to the personal use of a Company-leased automobile

(1)
The amounts for each of Messrs. Horowitz and Molino for 2021 represent discretionary bonus awards granted by the Company’s Compensation Committee. There were no bonus awards or non-equity plan compensation awards for either Mr. Horowitz or Mr. Molino in 2020.
​
(2)
The amount shown for Mr. Molino in 2021 reflects the aggregate fair value of 25,000 shares of restricted stock granted to Mr. Molino as of the date of grant, computed in accordance with FASB ASC Topic 718.
​
(3)
The amounts in the column reflect the following: (a) contributions made under a Company-sponsored defined contribution retirement plan on behalf of each of Messrs. Horowitz and Molino for 2021 in the amount of $5,800 and for 2020 in the amount of $5,700, (b) health insurance premium payments on behalf of Mr. Horowitz in the amount of $36,160 and $50,060 in 2021 and 2020, respectively, and on behalf of Mr. Molino in the amount of $38,262 and $35,189 for 2021 and 2020, respectively, and (c) legal fees of  $6,878 on behalf of Mr. Horowitz in 2021 relating to his employment agreement.
​
(4)
Also includes additional perquisites for Mr. Horowitz of $10,954 and $9,570 for 2021 and 2020, respectively, relating to the personal use of a Company-leased automobile, and additional perquisites for Mr. Molino of $15,751 and $10,586 for 2021 and 2020, respectively, relating to the personal use of a Company-leased automobile.
​
Employment Agreements

See below under “COMPENSATION PHILOSOPHY AND AGREEMENTS WITH NAMED EXECUTIVE OFFICERS”“Compensation Philosophy and Agreements with Named Executive Officers” for the material terms of employment agreements with Mr. Horowitz and Mr. Molino.

Grants of Plan-Based Awards
On February 16, 2021, the Company issued 25,000 restricted shares to Mr. Molino under the Company’s 2021 Stock Incentive Plan (the “2021 Plan”). These shares vest as to 5,000 shares on each of the first five anniversaries of the date of grant so long as Mr. Molino is still employed by the Company; provided, however, that (A) in 2015

Nothe event of death or termination due to disability, all unvested shares vest, (B) except as set forth in (C) below, in the event of a termination without cause, only those unvested shares scheduled to become vested on the next vesting date vest, and (C) in the event of a termination without cause or for good reason upon or within 24-months following a change in control of the Company all unvested shares vest.


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Other than the foregoing, no options, shares, or any other equity-based awards were granted to Mr. Molino or Mr. Horowitz in 2015.

On April 2, 2015, the Company issued 2,500 restricted shares to Mr. Molino, in accordance with the Molino Employment Agreement described below, under the Company’s 2012 Stock Incentive Plan (the “2012 Plan”). These shares vest as to one-third on the first, second and third anniversaries of the date of grant; provided, however, that 100% of the then unvested portion of the shares shall vest in the event of Mr. Molino’s death2021 or termination due to disability or upon a Change in Control (as defined in the 2012 Plan).

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OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2015

2021

The following table set forth information regarding exercisable and unexercisable stock options and unvested restricted stock held by each of the named executive officers on December 31, 2015.2021. There were no other options or unvested shares, units or other rights owned by the named executive officers as of December 31, 2015.

2021.
​​​Option Awards​​Stock Awards​
Name​​
Number of
Securities
Underlying
Unexercized
Options (#)
Exercisable
​​
Number of
Securities
Underlying
Unexercized
Options (#)
Unexercisable
​​
Option
Exercise
Price
($)
​​
Option
Expiration
Date
​​
Number of
Shares or
Units of
Stock that
have not
Vested
(#)
​​
Market Value
of Shares or
Units of Stock
that have not
Vested
($)
​
Richard A. Horowitz
Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
​​​​​​​​​​​​​​​​​​​​​​​​​​​​-0-​​​​​-0-​​
​​​30,000​​​​​-0-​​​​​7.09​​​​​9/4/2027​​​​​​​​​​​​​​
Joseph A. Molino, Jr.
Vice President, Chief Operating Officer and Chief Financial Officer (Principal Financial Officer)
​​​​​​​​​​​​​​​​​​​​​​​​​​​​25,000​​​​​152,500​​
​​​41,809​​​​​-0-​​​​​4.74​​​​​6/21/2022​​​​​​​​​​​​​​
​​​15,678​​​​​-0-​​​​​7.86​​​​​4/10/2023​​​​​​​​​​​​​​
​​​25,000​​​​​-0-​​​​​7.09​​​​​9/4/2027​​​​​​​​​​​​​​
      
 Option Awards Stock Awards
Name Number of
Securities
Underlying
Unexercized
Options (#)
Exercisable		 Number of
Securities
Underlying
Unexercized
Options (#)
Unexercisable		 Option
Exercise
Price
($)		 Option
Expiration
Date		 Number of
Shares
or Units of
Stock that
have not
vested
(#)		 Market Value
of Shares or
Units of Stock
that have not
Vested
($)
Richard A. Horowitz
Chairman of the Board, President and Chief (Principal Executive Officer)		   25,000        11.20   6/18/2017           
  145,000        4.16   6/23/2018           
       
Joseph A. Molino, Jr.
Vice President, Chief Operating Officer and Chief Financial Officer
(Principal Financial Officer)		   20,000        11.20   6/18/2017   2,500(2)   22,100(3) 
   25,000        4.16   6/23/2018           
   15,000        4.56   5/15/2021           
   40,000        4.95   6/21/2022           
   10,000        8.21   4/10/2023           
       5,000(1)   8.21   4/10/2023           

(1)Option became exercisable on April 11, 2016
(2)Such shares vest as to one-third on each of the first, second and third anniversaries of the April 2, 2015 date of grant, subject to accelerated vesting upon Mr. Molino’s death, termination due to disability or upon a Change in Control as defined in the 2012 Plan.
(3)Market Value was determined by multiplying the closing market price of the Common Stock on December 31, 2015 ($8.84) by the number of unvested shares as of such date.

Option ExercisesExercised and Stock Vested during 2015.

On May 6, 2015, Mr. Molino exercised an option to purchase 15,000 shares of Common Stock with an exercise price of $3.05 per share. The closing market price of the Common Stock on such date was $6.66 per share.

No other options were exercised during 20152021 by either Mr. Horowitz or Mr. Molino, and no stock owned by either of them vested during 2015.

2021.

Pension Benefits and Nonqualified Deferred Compensation

The named executive officers

Messrs. Horowitz and Molino are covered by a Company-sponsored defined contribution retirement plan, which covers all eligible employees of the Company. In 2015, theThe Company contributed $17,429$5,800 for each of Mr. Horowitz and Mr. Molino to such defined contribution retirement plan for 2021, and in 2014, the Company contributed $16,576$5,700 for each of Mr. Horowitz and Mr. Molino to such defined contribution retirement plan. The named executive officersplan for 2020. They have no other reportable pension benefits provided by the Company and no nonqualified deferred compensation in 20152021 or 2014.

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COMPENSATION PHILOSOPHY AND AGREEMENTS WITH NAMED EXECUTIVE OFFICERS

As a smaller reporting company, the Company has presented the information in this proxy statement in accordance with the scaled disclosure requirements permitted under applicable SEC regulations, and as such, the Company has not included a “compensation discussion and analysis”. However, the Company is providing the following section of the proxy statement in order to provide stockholders with a better understanding of the Company’s compensation philosophy, agreements and certain related matters with respect to its named executive officers.

The Company’s overall executive compensation philosophy is to provide compensation in a manner that will incentivize the executives in order to optimize stockholder value. To that end, the program is designed to recognize successful operating performance and to attract, retain and motivate the executive talent essential to the Company’s financial success. Consistent with this philosophy, the Compensation Committee is guided by the following objectives when administering the Company’s overall compensation program:


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•
Attract and retain highly qualified executives;
​
•
Motivate executives to provide excellent leadership and achieve the Company’s goals;
​
•
Provide substantial performance-related incentive compensation that is aligned with the Company’s strategies and directly tied to meeting specific Company objectives; and
​
•
Link the interests of the executives to the value derived by the Company’s stockholders.

​
In furtherance of these objectives, the following considerations underlie the Compensation Committee’s determination with respect to the following principal elements of compensation for the officers of the Company, including its named executive officers and its operating subsidiaries’ officers:

Base Salary.   Individual salary determinations should be based upon the officer’s qualifications, experience and performance.

Annual Cash Incentives.Incentives.   Executives should have a portion of their total cash compensation at risk, contingent upon meeting specific Company objectives, in order to further align the interests of the executives with the stockholders. To that end, executives are only rewarded with cash bonuses to the extent stated objectives aresuch objective(s) is achieved or exceeded.

Long-Term Equity-Based Awards.Awards.   Where and when appropriate, executives who are critical to the Company’s long-term success including the named executive officers should participate in long-term incentive opportunities that link a portion of their total compensation to stockholder value.

Retirement Plans and Other Benefits.Benefits.   Executives should be eligible to participate in the Company’s benefit programs, such as life and health insurance and retirement plans as well as other benefits at a level consistent with Company policy, prevailing law and current regulations.

Total Compensation.Total compensation is intended to correlate to the Company’s profitability, growth, and the achievement of other Company objectives which in turn enhances the Company’s stockholder value.

Compensation Consultant.In 2015,2021, the Compensation Committee directly engaged Steven Hall & Partners, LLC, an independent third-party compensation consultant, to assist it with, among other things, determining the level and composition of compensation, including performance-related compensation, for the named executive officers. Such consultant provided no additional services to the companyCompany or its affiliates in 2015.

2021.

Overview of 2015 Executive Compensation

Mr. Horowitz

Horowitz Employment Agreement.  The 2015 compensation for Richard A. Horowitz, the Company’s President, Chief Executive Officer and Chairman of the Board, was governed by an executive employment agreement betweenAgreement.   On October 24, 2018, the Company and Mr. Horowitz which was entered into an executive employment agreement (the “Horowitz Employment Agreement”), effective as of January 1, 2015 (the “Horowitz Employment Agreement”).2019, following the expiration of a prior employment Agreement. The Horowitz Employment Agreement was approved by the Compensation Committee following the review of the material proposed terms of the arrangement byconsultation with the independent directors of the Board. The employment agreement with Mr. Horowitz that was in effect throughout 2014 is discussed below under “Agreements with Named Executive Officers in Effect in 2014”.


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The Compensation Committee approved the terms of the Horowitz Employment Agreement after a multi-month process in which it and the independent directorsmembers of the Board evaluated Mr. Horowitz’s performance, Mr. Horowitz’s value toof Directors, and the Company and appropriate market comparables. In doing so, thesubsequent approval of such independent members. The Compensation Committee utilized the services of Steven Hall & Partners, an independent compensationCompensation consulting firm, as well as the services of special legal counsel to the Compensation Committee.

Mr. Horowitz’s 2021 and 2020 compensation were governed by the Horowitz Employment Agreement.

The Horowitz Employment Agreement provided for Mr. Horowitz to serve as the Company’s President and Chief Executive Officer and, if elected by the Board of Directors, Chairman of the Board, for a term that expired on December 31, 2021, unless sooner terminated pursuant to the provisions of the Horowitz Employment Agreement. Pursuant to the Horowitz Employment Agreement, Mr. Horowitz received a minimum annual base salary of $775,000. Mr. Horowitz’s base salary was reviewed annually by the Board of Directors (or a committee thereof) and could have been increased, but not decreased, from time to time. Mr. Horowitz was eligible for an annual incentive payment in accordance with the terms and conditions of the Company’s Bonus Plan (as defined in the Horowitz Employment Agreement) with performance goals to

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be set by the Compensation Committee in its sole discretion (after discussions with Mr. Horowitz), with a target of 55% of his then-current base salary, and a maximum bonus based on exceeding performance targets as established by the Compensation Committee of 165% of his then-current base salary. The Compensation Committee was allowed to reduce the percentage of the target bonus and the maximum bonus and apply such target amount to a long-term cash or equity incentive plan award.
Mr. Horowitz also received (i) senior executive level employee benefits, (ii) a Company-provided automobile and the payment of certain related expenses and (iii) payment and/or reimbursement of certain legal and consultants’ fees in connection with the Horowitz Employment Agreement.
Subject to the next paragraph, in the event Mr. Horowitz’s employment was terminated by the Company without Cause or Mr. Horowitz resigned for Good Reason (as defined in the Horowitz Employment Agreement), then subject to his execution of a general release, (i) he would have continued to receive his base salary for 24 months, (ii) he would have received payments for accrued but unpaid salary, prior period bonus and eligible unreimbursed expenses, (iii) he would have received a Pro Rata Bonus for the year of termination, and (iv) the Company would have paid him monthly an amount equal to the difference in his COBRA premium and the active employee contribution for medical coverage until the earlier of (a) 36 months from the date of termination, (b) his becoming eligible for medical benefits from a subsequent employer, or (c) his becoming ineligible for COBRA.
In the event Mr. Horowitz’s employment was terminated by the Company without Cause or he resigned for Good Reason, in either case within two years following a Change in Control (other than a 409A Change in Control (as defined in the Horowitz Employment Agreement), then subject to his execution of a general release, he would have received the payments set forth in the previous paragraph; provided, that he would have received his base salary for 36 months. In the event Mr. Horowitz’s employment was terminated by the Company without Cause or he resigned for Good Reason within two years following a 409A Change in Control, then subject to his execution of a general release, he would have received the base salary severance payment set forth in the first sentence of this paragraph in a lump sum rather than in installments. Notwithstanding the foregoing, in the event an Excise Tax (as defined in the Horowitz Employment Agreement) would otherwise be incurred by Mr. Horowitz, amounts paid to Mr. Horowitz upon a Change in Control would have been reduced to 2.99 times his “base amount” ​(as determined in accordance with Sections 280G of the Internal Revenue Code of 1986, as amended) if such amount would have resulted in a higher after-tax net payment to Mr. Horowitz.
In the event Mr. Horowitz’s employment would have been terminated due to Disability (as defined in the Horowitz Employment Agreement) or his death, he (or his estate and or dependents, as applicable) would have received (i) any unpaid base salary through the date of termination; (ii) any annual bonus earned but unpaid with respect to the fiscal year ending on or preceding the date of termination; (iii) his Pro Rata Bonus for the fiscal year in which his termination occurs; and (iv) certain COBRA-related payments for up to 36 months.
Pursuant to the Horowitz Employment Agreement, during the term of his employment and for a period of twelve months after termination of his employment, Mr. Horowitz was prohibited from (i) competing with the Company, (ii) soliciting or hiring the Company’s employees, representatives or agents, or (iii) soliciting any of the Company’s customers. The Horowitz Employment Agreement also prohibited Mr. Horowitz from using or disclosing any of the Company’s non-public, proprietary or confidential information.
2022 Horowitz Employment Agreement.   Effective January 1, 2022, the Company and Mr. Horowitz entered into a new executive employment agreement (the “2022 Horowitz Employment Agreement”), following the expiration of the Horowitz Employment Agreement. The 2022 Horowitz Employment Agreement was approved by the Compensation Committee following consultation with the independent members of the Board of Directors. The Compensation Committee utilized the services of Steven Hall & Partners, an independent Compensation consulting firm, as well as the services of special legal counsel to the Compensation Committee.
The 2022 Horowitz Employment Agreement provides for Mr. Horowitz to serve as the Company’s President and Chief Executive Officer and, if elected by the Board of Directors, Chairman of the Board,

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for a term expiring on December 31, 2018,2024, unless sooner terminated pursuant to the provisions of the 2022 Horowitz Employment Agreement. Pursuant to the 2022 Horowitz Employment Agreement, Mr. Horowitz will receivereceives a minimum annual base salary of $700,000.$825,000. Mr. Horowitz’s base salary will beis reviewed annually by the Board of Directors (or a committee thereof) and may be increased, but not decreased, from time to time. Mr. Horowitz will be eligible for an annual incentive payment in accordance with the terms and conditions of the Amended and Restated 162(m)Company’s Bonus Plan (the “162(m) Bonus Plan”) (or successor plan)(as defined in the 2022 Horowitz Employment Agreement) so long as Mr. Horowitz remains employed by the Company on December 31 of the year to which such incentive payment relates. with performance goals to be set by the Compensation Committee in its sole discretion (after discussions with Mr. Horowitz), with a target of 55% of his then-current base salary, and a maximum bonus based on exceeding performance targets as established by the Compensation Committee of 165% of his then-current base salary. The Compensation Committee may reduce the percentage of the target bonus and the maximum bonus and apply such target amount to a long-term cash or equity incentive plan award.
Mr. Horowitz will also receivereceives (i) senior executive level employee benefits, (ii) continuation of the annual payment, through 2016, of approximately $45,000 to cover premiums on a life insurance policy, (iii) a Company-provided automobile and the payment of certain related expenses and (iv)(iii) payment and/or reimbursement of certain legal and consultants’ fees in connection with the 2022 Horowitz Employment Agreement. Mr. Horowitz received no equity grants
Subject to the next paragraph, in connection with the Horowitz Employment Agreement.

In the event Mr. Horowitz’s employment is terminated by the Company without Cause (as defined in the Horowitz Employment Agreement), or Mr. Horowitz resigns for Good Reason (as defined in the 2022 Horowitz Employment Agreement), then subject to his execution of a general release, (i) he will continue to receive his base salary for 2024 months, (ii) he will receive payments for accrued but unpaid salary, prior period bonus and eligible unreimbursed expenses, (iii) he will receive a pro rata bonusPro Rata Bonus for the year of termination, (the “Pro Rata Bonus”), and (iii)(iv) the Company will pay him monthly an amount equal to the difference in his COBRA premium and the active employee contribution for medical coverage until the earlier of (a) 1836 months from the date of termination, (b) his becoming eligible for medical benefits from a subsequent employer, or (c) his becoming ineligible for COBRA.

In the event Mr. Horowitz’s employment is terminated by the Company without Cause or he resigns for Good Reason, in either case within two years following a Change in Control (other than a 409A Change in Control (as defined in the 2022 Horowitz Employment Agreement), then subject to his execution of a general release, he will receive the payments set forth in the previous paragraph; provided, that he will receive his base salary for 36 months. In the event Mr. Horowitz’s employment is terminated by the Company without Cause or he resigns for Good Reason within two years following a 409A Change in Control, (as defined in the Horowitz Agreement), then subject to his execution of a general release, he will receive the amounts set forth in the previous paragraph; provided, that he will receive the base salary severance payment set forth in clause (i)the first sentence of the previousthis paragraph in a lump sum rather than in installments. Notwithstanding the foregoing, in the event an Excise Tax (as defined in the Horowitz Employment Agreement) would otherwise be incurred by Mr. Horowitz, amounts paid to Mr. Horowitz upon a Change in Control will be reduced to 2.99 times his “base amount” (as​(as determined in accordance with SectionSections 280G of the Internal Revenue Code).

Code of 1986, as amended) if such amount would result in a higher after-tax net payment to Mr. Horowitz.

In the event Mr. Horowitz’s employment is terminated due to Disability (as defined in the Horowitz Employment Agreement) or his death, he (or his estate and or dependents, as applicable) shall receive (i) any unpaid base salary through the date of termination; (ii) any annual bonus earned but unpaid with respect to the fiscal year ending on or preceding the date of termination; (iii) his Pro Rata Bonus for the fiscal year in which his termination occurs; and (iv) certain COBRA-related payments for up to 36 months.
Pursuant to the Horowitz Employment Agreement, during the term of his employment and for a period of twelvetwenty-four months after termination of his employment, Mr. Horowitz is prohibited from (i) competing with the Company, (ii) soliciting or hiring the Company’s employees, representatives or agents, or (iii) soliciting any of the Company’s customers. The Horowitz Employment Agreement also prohibits Mr. Horowitz from using or disclosing any of the Company’s non-public, proprietary or confidential information.

Mr. Horowitz’s Bonus.  The criteria for the 2015 bonus was set by the Compensation Committee in March 2015 under, and in accordance with the terms of, the Horowitz Employment Agreement and the Company’s 162(m) Bonus Plan. It was based on achievement of certain target levels of Company profit, calculated primarily upon the level of earnings before taxes, depreciation and amortization achieved by the Company for fiscal 2015 with certain adjustments, and was subject to reduction by the Compensation Committee in its discretion, after reviewing narrower earnings-based achievement standards and other factors. Mr. Horowitz could have received no performance bonus or a bonus that was below the target bonus amount


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if the Company did not achieve its performance goals or at the discretion of the Compensation Committee. However, asBonus.   As a result of the Company’s performance exceedinguncertainties due to the performance targets for 2015COVID-19 global pandemic and other factors, includingthe Compensation Committee did not adopt any specific bonus targets for Mr. Horowitz’s roleHorowitz in 20152021 pursuant to the Bonus Plan or Prior Bonus Plan (as such terms are defined below). The Compensation


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Committee did award Mr. Horowitz a discretionary cash bonus for 2021 in the implementationamount of $375,000 based on his contributions to the Company’s strategic plan established by the Board of Directors to dispose of the Company’s Nationwide Industries, Inc. subsidiary (which disposition was consummatedperformance in 2016), Mr. Horowitz received a bonus of $712,000 for 2015.

fiscal year 2021, among other factors.

Equity Awards granted to Mr. Horowitz.   Mr. Horowitz didwas not receivegranted any equity award from the Company in 2015.

2021 or 2020.

Mr. Molino

Molino Employment Agreement.   On April 2, 2015,January 30, 2018, following the expiration of a prior employment Agreement, effective as of January 1, 2018, the Company and Mr. Molino entered into ana new Executive Employment Agreement (the(as amended through the date of this proxy statement, the “Molino Employment Agreement”), effective as of January 1, 2015, which agreement was approved by the Compensation Committee following the earlier review of the material proposed terms of the arrangement by the independent directors of the Board. The Company had no previous employment agreement with Mr. Molino; however, the Company’s Severance Agreement with Mr. Molino (discussed below) expired on December 31, 2014.

The Compensation Committee approved the terms of the Molino Employment Agreement after a process in which it and the independent directorsmembers of the Board evaluated Mr. Molino’s performance, Mr. Molino’s value to the Company and appropriate market comparables.of Directors. In doing so, the Compensation Committee utilized the services of Steven Hall & Partners, an independent compensationCompensation consulting firm, as well as the services of special legal counsel to the Compensation Committee.

Mr. Molino’s 2021 and 2020 compensation were governed by the Molino Employment Agreement.

The Molino Employment Agreement provides for Mr. Molino to serve as the Company’s Vice President, Chief Operating Officer and Chief Financial Officer; provided, that prior to a Change in Control (as defined in the Molino Employment Agreement), the Company may in its sole discretion remove any or all of the Executive’sMr. Molino’s titles (and the related responsibilities) other than Chief Operating Officer. The term of the Molino Employment Agreement expires on December 31, 2017,2023, unless sooner terminated pursuant tounder the terms of the provisions of the Molino Employment Agreement. Pursuant to the Molino Employment Agreement, Mr. Molino will receive a minimum annual base salary of $375,000.$400,000. Mr. Molino’s base salary will be reviewed annually by the Board of Directors (or a committee thereof) and may be increased, but not decreased, from time to time. Mr. Molino will be eligible for an annual incentive payment in accordance with the terms and conditions of the 162(m) Bonus Plan (or a successor plan) with performance goals to be set by the Compensation Committee in its sole discretion, with a target of 35% of his then-current base salary, and a maximum bonus based on exceeding performance targets as established by the Compensation Committee of 58% of his then-current base salary. Mr. Molino willis also entitled to receive (i) senior executive level employee benefits and (ii) a Company-provided automobile and the payment of certain related expenses and (iii) payment and/or reimbursement of legal fees of up to $5,000 in connection with the Molino Employment Agreement.

expenses.

In the event Mr. Molino’s employment is terminated by the Company without Cause (as defined in the Molino Employment Agreement), or Mr. Molino resigns for Good Reason (as defined in the Molino Employment Agreement), he will receive all accrued amounts of base salary, unpaid bonuses for the prior year, unreimbursed expenses and amounts due under benefits plans in accordance with their terms and, subject to his execution of a general release, (i) he will continue to receive his base salary for 12 months, (ii) he will receive a pro rata bonus for the year of termination, and (iii) the Company will pay him monthly an amount equal to the difference in his COBRA premium and the active employee contribution for medical coverage until the earlier of (a) 18 months from the date of termination, (b) his becoming eligible for medical benefits from a subsequent employer, or (c) his becoming ineligible for COBRA.

In the event Mr. Molino’s employment is terminated by the Company without Cause or he resigns for Good Reason within two years following a Change in Control, then subject tofollowing his execution of a general release, he will receive the amounts set forth in the previous paragraph in addition to a lump sum amount equal to his target annual bonus for the fiscal year in which his termination occurs; provided, that the COBRA Paymentsbase salary payments set forth in clause (iii)(a)(i) of the previous paragraph shall extendcontinue for up to18 months from the date of termination rather 12 months from the date of termination, rather than up to 18 months from the date of termination; and provided further, that in the event of a 409A Change in Control (as defined in the Molino Employment Agreement) he will receive the base salary severance payment set forth in clause (i) of the previous paragraph in a lump sum rather than in


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installments. Notwithstanding the foregoing, in the event an Excise Tax (as defined in the Molino Employment Agreement) would otherwise be incurred by Mr. Molino, amounts paid to Mr. Molino upon a Change in Control will be reduced to 2.99 times his “base amount” (as​(as determined in accordance with Sections 280G of the Internal Revenue Code of 1986, as amended).

Pursuant to the Molino Employment Agreement, during the term of his employment and for a period of twelve months after termination of his employment, Mr. Molino is prohibited from (i) competing with the Company, (ii) soliciting or hiring the Company’s employees, representatives or agents or (iii) soliciting any

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of the Company’s customers. The Molino Employment Agreement also prohibits Mr. Molino from using or disclosing any of the Company’s non-public, proprietary or confidential information.

Mr. Molino’s Bonus.  The criteria for the 2015 bonus was set by the Compensation Committee in March 2015 under, and in accordance with terms of, the Molino Employment Agreement and the Company’s 162(m) Bonus Plan. It was based on achievement of certain target levels of Company profit, calculated primarily upon the level of earnings before taxes, depreciation and amortization achieved by the Company for fiscal 2015 with certain adjustments, and was subject to reduction by the Compensation Committee in its discretion, after reviewing narrower earnings-based achievement standards and other factors. Mr. Molino could have received no performance bonus or a bonus that was below the target bonus amount if the Company did not achieve its performance goals or at the discretion of the Compensation Committee. However, asBonus.   As a result of the Company’s performance exceedinguncertainties due to the performance targets for 2015COVID-19 global pandemic and other factors, includingthe Compensation Committee did not adopt any specific bonus targets for Mr. Molino’s roleMolino in 20152021 pursuant to the Bonus Plan or Prior Bonus Plan (as such terms are defined below). The Compensation Committee did award Mr. Molino a discretionary cash bonus for 2021 in the implementationamount of the Company’s strategic plan established by the Board of Directors$85,000 based on his contributions to dispose of the Company’s Nationwide Industries, Inc. subsidiary (which disposition was consummatedCompany performance in 2016), Mr. Molino received a bonus of $172,000 for 2015.

fiscal year 2021, among other factors.

Equity Awards granted to Mr. Molino.    In connection with entering into the Molino Employment Agreement, on April 2, 2015On February 16, 2021, the Company granted 2,500issued 25,000 restricted shares of restricted stock of the Company (the “Restricted Stock”) to Mr. Molino under a Restricted Stock Agreement pursuant to the 2012 Plan, whichCompany’s 2021 Plan. These shares vest as to one-third5,000 shares on each of the first second and thirdfive anniversaries of the date of grant subject to accelerated vesting uponso long as Mr. Molino’sMolino is still employed by the Company; provided, however, that (A) in the event of death or termination due to disability, or upon a Change in Control (as defined in the 2012 Plan).

Agreements with Named Executive Officers in Effect in 2014

Prior Horowitz Employment Agreement.  On December 29, 2011, the Company and Richard A. Horowitz entered into an Executive Employment Agreement (the “Prior Horowitz Employment Agreement”), effectiveall unvested shares vest, (B) except as of January 1, 2012. The Prior Horowitz Employment Agreement provided for Mr. Horowitz to serve as the Company’s President and Chief Executive Officer and, if elected by the Board, Chairman of the Board, for a term expiring on December 31, 2014, unless sooner terminated pursuant to the provisions of the Prior Horowitz Employment Agreement. Pursuant to the Prior Horowitz Employment Agreement, Mr. Horowitz received a minimum annual base salary of $650,000. Mr. Horowitz’s base salary was reviewed annually by the Board of Directors and could have been increased, but not decreased, from time to time. Pursuant to a 2014 amendment to the Prior Horowitz Employment Agreement, the Compensation Committee increased Mr. Horowitz’s annual base salary rate to $700,000 as of January 1, 2014. Mr. Horowitz was eligible for an annual incentive payment in accordance with the terms and conditions of the 162(m) Bonus Plan (or a successor plan) with performance goals to be set by the Compensation Committee in its sole discretion (after discussions with Mr. Horowitz), with a target of 50% of his then-current base salary, and a maximum bonus based on exceeding performance targets as established by the Compensation Committee of 150% of his then-current base salary. Pursuant to the 2014 amendment, the target and maximum bonus amounts were increased to 55% and 165%, respectively, for 2014.

The Prior Horowitz Employment Agreement further provided that Mr. Horowitz would also receive (i) senior executive level employee benefits, (ii) continuation of the annual payment of approximately $45,000 relating to premiums on a life insurance policy, (iii) a Company-provided automobile and the payment of certain related expenses and (iv) payment and/or reimbursement of certain legal and consultants’ fees. Mr. Horowitz received no equity grants in connection with the Prior Horowitz Employment Agreement.


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In the event Mr. Horowitz’s employment had been terminated by the Company without Cause (as defined in the Prior Horowitz Employment Agreement), or Mr. Horowitz had resigned for Good Reason (as defined in the Prior Horowitz Employment Agreement), then subject to his execution of a general release, (i) he would have continued to receive his base salary for 18 months, (ii) he would have received a pro rata bonus for the year of termination, and (iii) the Company would have paid him monthly an amount equal to the difference in his COBRA premium and the active employee contribution for medical coverage until the earlier of (a) 18 months from the date of termination, (b) his becoming eligible for medical benefits from a subsequent employer, or (c) his becoming ineligible for COBRA. In the event Mr. Horowitz’s employment was terminated by the Company without Cause or he resigned for Good Reason within two years following a Change in Control (as defined in the Prior Horowitz Employment Agreement) or, under certain circumstances, within six months prior to a Change in Control, then he would have received the amounts set forth in the previous paragraph either(C) below, in whole or in part in a lump sum, subject to his execution of a general release. Notwithstanding the foregoing, in the event an Excise Tax (as defined in the Prior Horowitz Employment Agreement) would otherwise be incurred by Mr. Horowitz, amounts paid to Mr. Horowitz upon a Change in Control would have been reduced to 2.99 times his “base amount” (as determined in accordance with Section 280G of the Internal Revenue Code).

Pursuant to the Prior Horowitz Employment Agreement, during term of his employment and for a period of twelve months after termination of his employment, Mr. Horowitz was prohibited from (i) competing with the Company, (ii) soliciting or hiring the Company’s employees, representatives or agents, or (iii) soliciting any of the Company’s customers. The Prior Horowitz Employment Agreement also prohibited Mr. Horowitz from using or disclosing any of the Company’s non-public, proprietary or confidential information.

Severance Agreement with Mr. Molino.  In 2014, the Company did not have an employment agreement with Mr. Molino who was deemed to be an employee “at will”. However, the Company and Mr. Molino entered into a Severance Agreement (the “Severance Agreement”), effective as of June 22, 2012, which agreement provided that in the event Mr. Molino’s employment was terminated by the Company without Cause (as defined in the Severance Agreement) on or prior to December 31, 2014 and a Change in Control (as defined in the Severance Agreement) had not occurred, then subject to his execution of a general release, he would continue to receive his base salary for 12 months (the “Severance Amount”).

Pursuant to the Severance Agreement, in the event Mr. Molino’s employment was terminated by the Company without Cause or he resigns for Good Reason (as defined in the Severance Agreement) within two years following a Change in Control (as defined in the Severance Agreement) that occurred prior to December 31, 2014, then subject to his execution of a general release (i) he would receive the Severance Amount either in whole or in part in a lump sum depending on whether the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Internal Revenue Code, (ii) he would receive an amount equal to his target annual bonus for the fiscal year such termination occurs, and (iii) the Company would pay him monthly an amount equal to the difference in his COBRA premium and the active employee contribution for medical coverage until the earlier of (a) 12 months from the date of termination, (b) his becoming eligible for medical benefits from a subsequent employer, or (c) his becoming ineligible for COBRA. Notwithstanding the foregoing, in the event an Excise Tax (as defined in the Severance Agreement) would otherwise be incurred by Mr. Molino, amounts paid to Mr. Molino upon a Change in Control will be reduced to 2.99 times his “base amount” (as determined in accordance with Sections 280G of the Internal Revenue Code).

In the event of a termination of Mr. Molino’s employment duewithout cause, only those unvested shares scheduled to his death or bybecome vested on the Company due to his disability (i) he would receive a pro rata bonus for the year of terminationnext vesting date vest, and (ii) the Company would pay him or his estate monthly an amount equal to the difference in his COBRA premium and the active employee contribution for medical coverage until the earlier of (a) one year from the date of termination, (b) Mr. Molino or his dependents becoming ineligible for COBRA or (c)(C) in the caseevent of a termination due to disability, his ceasing to havewithout cause or for good reason upon or within 24-months following a physical or mental disability that would prevent him from performing his material duties for the Company.


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Pursuant to the Severance Agreement, during the termchange in control of his employment and for a period of twelve months after termination of his employment, Mr. Molino was prohibited from (i) competing with the Company (ii) soliciting or hiringall unvested shares vest.

Bonus Plan
The Company established the Company’s employees, representatives or agents, or (iii) soliciting anyP&F Industries, Inc. Executive Bonus Plan (the “Bonus Plan”), effective as of the Company’s customers. The Severance Agreement also prohibited Mr. Molino from using or disclosing anyApril 22, 2021 date of the Company’s non-public, proprietary or confidential information.

Post-2015 Executive Compensation Matters

In March 2016, the Compensation Committee designated that Mr. Horowitz and Mr. Molino would each be participating in the 162(m) Bonus Plan for 2016, and set forth the maximum bonus for 2016 for each such named executive officer, based on the achievement of certain target levels of Company profit, calculated based upon the level of earnings before taxes, depreciation and amortization to be achievedits approval by the Company for fiscal 2016 with certain adjustments, which is subject to reduction by the Compensation Committee in its discretion, after reviewing narrower earnings-based achievement standards and other factors.

162(m) Bonus Plan

The 162(m) Bonus Plan was approved by the Compensation Committee, the Board of Directors andDirectors. The Bonus Plan replaced the stockholdersCompany’s prior bonus plan (the “Prior Bonus Plan”) which had been established in 2011, and re-adopted by such committee,order to comply with the Board of Directors and the stockholders in 2015.“qualified performance-based compensation exception” to Section 162(m) of the Internal Revenue Code, (“Section 162(m)”) prohibits a corporation from taking a tax deduction in any tax year for compensation it pays to the chief executive officer and certain other named executive officers in excess of $1 million unless such compensation qualifies as performance based and satisfies certain requirements. The Company maintains the 162(m) Bonus Plan to permit, when appropriate, annual incentive award to qualify as performance based compensation and, to the extent they qualify, be deductible for income tax purposes under Section 162(m) of the Internal Revenue Code. Similarly, the Companywhich exception has provisions in the 2012 Plan to permit certain equity grants, when appropriate, to qualify as performance based compensation. The Compensation Committee considers the application of Section 162(m) when structuring awards. Section 162(m) regulations are complicated and subject to change. In addition, a number of requirements must be met in order for particular compensation to qualify as deductible under the section. Accordingly, there can be no assurance that the compensation intended to qualify for deductibility under Section 162(m) awarded or paid by the Company will be fully deductible.

been repealed.

Under the 162(m) Bonus Plan, the Compensation Committee selects themay select eligible employees of ourthe Company and its subsidiaries who will participate in the 162(m) Bonus Plan for each performance period. The Compensation Committee establishes the objective performance goals, formulae or standards and the individual target performance award (if any) applicable to each participant for a performance period prior to the beginning of such performance period or at such later date as permitted under Section 162(m), and whilewhen the outcome of the performance goals areis substantially uncertain. As stated above, Mr. Horowitza result of the uncertainties due to the COVID-19 global pandemic and Mr. Molino each participated in the 162(m) Bonus Plan in 2015 and each was designated to participate in such bonus plan for 2016.

Stock Incentive Plans — Change in Control

Change of Control Provisions.  The Company’s 2012 Plan provides that unless otherwise determined byother factors, the Compensation Committee at the time of grant, awards subject to vesting and/did not adopt any specific bonus targets for Messrs. Horowitz or restrictions will not accelerate and vestMolino in 2021 or cause the lapse of restrictions upon a change in control (as defined in the 2012 Plan). Instead, such awards will be, in the discretion of2020; however, the Compensation Committee either (i) assumed and continued or substituteddid grant discretionary bonuses to each of them in accordance with applicable law; (ii) purchased by the Company for an amount equal2021 based on their contributions to the excess of the price of the Company’s Common Stock paidperformance in a change in control over the exercise price of the award(s) (such purchase price not to exceed the fair market value of the Common Stock at the time of purchase), or (iii) cancelled if the price of the Common stock paid in a change in control is less than the exercise price of the award. The Committee may also, in its sole discretion, provide for accelerated vesting or lapse of restrictions of an award at any time.

In the event of a merger or consolidation in which the Company is not the surviving corporation or in the event of a transaction that results in the acquisition of all or substantially all of the Company’s Common Stock or assets, the Compensation Committee may elect to terminate all outstanding exercisable awards granted under the 2012 Plan, provided that during the period from notification of such termination to the date

year.

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of consummation of the relevant transaction (which must be at least 20 days) each participant shall have the right to exercise all of his or her exercisable awards in full (without regard to any restrictions on exercisability), contingent on the consummation of such transaction.

The Company’s 2002 Stock Incentive Plan provides that in the event of a change in control, notwithstanding any vesting schedule with respect to an award of options or restricted stock, such option shall become immediately exercisable with respect to 100% of the shares subject to such option, and the restricted period shall expire immediately with respect to 100% of such shares of restricted stock. The 2002 Stock Incentive Plan further provides that in the event of a change in control, all other awards shall become fully vested and/or payable to the fullest extent of any award or portion thereof that has not then expired, and any restrictions with respect thereto shall expire.

Equity Compensation Plan Information

The following table presents equity compensation plan information as of December 31, 2015:

2021:
Plan category​​
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
​​
Weighted-average
exercise price of
outstanding
options, warrants
and rights
​​
Number of
securities
remaining available
for future issuance
under equity
compensation plans
(excluding
securities reflected
in first column)
​
Equity compensation plans approved by security holders​​​​178,499​​​​$6.76​​​​​203,037​​
Equity compensation plans not approved by security holders​​​​—​​​​​—​​​​​—​​
TOTAL​​​​178,499​​​​$6.76​​​​​203,037​​
   
Plan category Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights		 Weighted-average
exercise price of
outstanding
options, warrants
and rights		 Number of
securities
remaining available
for future issuance
under equity
compensation plans
(excluding
securities reflected
in column)
Equity compensation plans approved by security holders  457,000  $6.15   183,267 
Equity compensation plans not approved by security holders  —   —   — 
TOTAL  457,000  $6.15   183,267 

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​SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Officers, directors and greater than 10% stockholders are required by the SEC to furnish the Company with copies of all Section 16(a) forms they file.

To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company or written representations that no other reports were required, all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied with during, or in respect of, the fiscal year ended December 31, 2015 and prior periods.


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STOCKHOLDER NOMINATIONS FOR BOARD OF DIRECTORS MEMBERSHIP AND
OTHER PROPOSALS FOR THE 20172023 ANNUAL MEETING

The submission deadline for stockholder proposals to be included in our proxy materials for the 20172023 Annual Meeting pursuant to Rule 14a-8 of the Exchange Act is December 30, 2016.2022. All such proposals must be received by the Corporate Secretary at P&F Industries, Inc., 445 Broadhollow Road, Suite 100, New York 11747 by the required deadline and must comply with all other applicable legal requirements in order to be considered for inclusion in the Company’s 20172023 proxy materials. Any such proposal should be submitted by certified mail, return receipt requested, or other means, including electronic means, that allow the stockholder to prove the date of delivery.

The Company’s By-laws require that, for nominations of directors or other business to be properly brought before an annual meeting, advance written notice of such nomination or proposal for other business must be furnished to the Company. Such notice must contain certain information specified in the Company’s By-laws concerning the nominating or proposing stockholder and information concerning the nominee (if any) and, subject to certain conditions set forth in the By-laws, must be furnished by the stockholder (who must be entitled to vote at the meeting) to the Secretary of the Company, as the address set forth above, not more than 120 days nor less than 90 days in advance of the one year anniversary of the previous year’s annual meeting of stockholders; provided however, that, if the meeting is convened more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, or if no annual meeting was held in the preceding year, notice by the Nominating Stockholder to be timely must so be received not later than the close of business on the later of (i) the 90th90th day before such annual meeting or (ii) the 10th10th day following the day on which public announcement of the date of such meeting is first made. In the case of the annual meeting to be held in 2017,2023, written notice of a nomination or proposal must be received no earlier than January 25, 20172023 and no later than February 24, 2017.2023. A copy of the applicable provisions of the By-laws may be obtained by any stockholder, without charge, upon written request to the Secretary of the Company at the address set forth below. The foregoing is a summary of the applicable provisions of the Company’s By-laws which should be read in their entirety.


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ANNUAL REPORT

Stockholders of record on April 13, 20162022 will receive a copy of the Company’s 20152021 Annual Report, containing its Annual Report on Form 10-K for the fiscal year ended December 31, 20152021 (without exhibits), along with this Proxy Statement. You may also obtain copies of exhibits to the Form 10-K, but we may charge a reasonable fee to stockholders requesting such exhibits. If you would like copies of any of the exhibits to the Form 10-K, you should direct your request in writing to the Company at 445 Broadhollow Road, Suite 100, Melville, New York 11747, Attention: Corporate Secretary. Such Annual Report on Form 10-K, including exhibits, is also available free of charge on the SEC’s website atwww.sec.gov.

By order of the Board of Directors
JOSEPH A. MOLINO, JR.
Secretary

Date: April 29, 2016

2022

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P&F INDUSTRIES, INC.Annual Meeting of Stockholders May 25, 2022This proxy is solicited by the Board of DirectorsThe stockholder(s) hereby appoint(s) RICHARD A. HOROWITZ and JOSEPH A. MOLINO, JR. or either one of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Class A Common Stock of P&F Industries, Inc. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 10:00 AM Eastern Daylight Time (EDT) on May 25, 2022 and any adjournment or postponement thereof. The Annual Meeting of Stockholders will be held virtually. In order to attend the meeting, you must register at http://viewproxy.com/PFINA/2022/htype.asp by 11:59 PM (EDT) on May 24, 2022. On the day of the Annual Meeting of Stockholders, if you have properly registered, you may enter the meeting by clicking on the link provided and the password you received via email in your registration confirmations. Further instructions on how to attend and vote at the Annual Meeting of Stockholders are contained in the Proxy Statement in the section titled "ABOUT THE ANNUAL MEETING--Voting Proxies, Attending the Annual Meeting and Other Matters."This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. This proxy also authorizes each of the persons named above to vote at his discretion on any other matters that may properly come before the Annual Meeting of Stockholders.(Continued and to be marked, dated and signed on other side)PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED.Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Proxy Statement and Annual Report are available at http://viewproxy.com/PFINA/2022

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS LISTED BELOW, “FOR” PROPOSALS 2 AND 3, AND “3 YEARS” WITH RESPECT TO PROPOSAL NO. 4. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x1.Election of two directors, as set forth below, for a term of three years (expiring in 2025).2.Ratifying the appointment of CohnReznick LLP as P&F Industries, Inc.’s independent registeredFORAGAINST ABSTAINoooNOMINEES:⦁Howard Brod Brownstein⦁Richard A. Horowitzo FOR ALL NOMINEESoWITHHOLD AUTHORITY FOR ALL NOMINEESFOR ALL EXCEPTpublic accounting firm for the year 2022.3.Approving an advisory (non-binding) resolution regarding the compensation of P&F Industries, Inc.’s named executive officers.oooo (SEE INSTRUCTIONS BELOW)Instructions: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold as shown here: l4.Approving an advisory (non-binding) vote on the frequency of which P&F Industries, Inc. should include an advisory vote regarding officer compensation in future proxy statements.1 YEAR 2 YEARS 3 YEARS ABSTAINooooDO NOT PRINT IN THIS AREA(Stockholder Name & Address Data)IMPORTANT – PLEASE VOTE, SIGN AND RETURN THE PROXY AS SOON AS POSSIBLE SO THAT IT WILL ARRIVE BEFORE THE ANNUAL MEETING ON MAY 25, 2022.Date: Signature ImageVIRTUAL CONTROL NUMBERSignature (if held jointly)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.PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED.ImageVIRTUAL CONTROL NUMBERPROXY VOTING INSTRUCTIONSPlease have your 11-digit control number ready when voting by Internet or Telephone, or when voting during the Virtual Annual MeetingINTERNETVote Your Proxy on the Internet: Go to www.FCRvote.com/PFINHave your proxy card available when you access the above website. Follow the prompts to vote your shares.(TELEPHONEVote Your Proxy by Phone: Call 1 (866) 402-3905Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call.Follow the voting instructions to vote your shares.MAILVote Your Proxy by Mail:Mark, sign, and date your proxy card, then detach it, and return it in the postage-paid envelope provided.