David Bell
About David Bell
David Bell (age 68) is an independent Class II director of Guerrilla RF, Inc., serving on the board since 2020; he holds a degree in Electrical Engineering from the Massachusetts Institute of Technology and brings over 40 years of technology development and operating leadership experience, including CEO roles at Intersil and Actev Motors. He is currently Chief Executive Officer of Actev Motors, previously serving as President/COO then CEO of Intersil (2007–2012) and President at Linear Technology (2003–2007) . The board has determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Actev Motors, Inc. | Co-founder; Chief Executive Officer | Founded Dec 2014; CEO since founding | Company focused on UVC ultraviolet light disinfection and indoor air quality monitoring |
| Intersil Corporation | President & COO; President & CEO | 2007–2012 | Led semiconductor operations and corporate strategy |
| Linear Technology Corporation | Various roles; President | 1994–2007; President 2003–2007 | Senior operating leadership in analog semiconductors |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Actev Motors, Inc. | Chief Executive Officer | Private | Focus on UVC disinfection and air quality monitoring |
Board Governance
- Independence: The board determined all directors except Ryan Pratt and William J. Pratt are independent; David Bell is independent .
- Committee memberships: Compensation Committee member (not Chair). Current committee chairs: Compensation – Thomas B. Ellis; Audit – Virginia Summerell; Corporate Governance & Nominating – James (Jed) E. Dunn .
- Lead Independent Director: The board established a Lead Independent Director role; James (Jed) E. Dunn serves in this role with defined oversight authorities, including convening executive sessions .
- Board attendance: In 2024 the board met 10 times; each director attended at least 75% of aggregate board and committee meetings for their service period. Directors are expected to attend the Annual Meeting .
Fixed Compensation
| Item | FY 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $20,289 | As reported in non-employee director compensation table |
| Equity Awards ($) | $50,000 | RSUs; grant date fair value used for accounting |
| Total ($) | $70,289 | Sum of cash and equity fair value |
Director compensation policy effective January 1, 2025 (company-wide):
- Board annual cash compensation: $20,000; equity compensation: $50,000 .
- Additional cash for committee membership: $10,000 per committee .
- Committee chair additional cash: $12,500 per chair role .
- Cash paid quarterly; equity granted on annual meeting date and fully vests on first anniversary, subject to continued service .
| Director Compensation Policy Components (effective 1/1/2025) | Amount |
|---|---|
| Board annual cash retainer | $20,000 |
| Board annual equity (e.g., RSUs) | $50,000 |
| Additional committee membership cash | $10,000 per committee |
| Committee chair cash | $12,500 per chair |
| Equity vesting | Full vesting at first anniversary of grant, subject to service |
Performance Compensation
- Structure: Non-employee director equity awards are granted annually and vest based on service (time-based); no performance metrics were disclosed for David Bell’s director RSUs .
- Plan governance: All awards under the 2021 Equity Incentive Plan are subject to clawback/recoupment per Board policy or law; awards generally are non-transferable prior to vesting .
- Clawback policy: In 2024 the Compensation Committee adopted, and in March 2025 the Board implemented, an Excess Incentive-Based Compensation Recovery Policy aligned to SEC/Nasdaq rules; while focused on executive officers, the 2021 Plan also subjects awards to clawback to the extent required .
| Equity Award Detail | FY 2024 | FY 2025 Policy |
|---|---|---|
| Award type | RSUs (director) | RSUs for directors |
| Grant date basis | Grant date fair value accounting | Granted at annual meeting date |
| Fair value per share reference | $2.50 per share for RSUs granted to Bell cohort | Not specified |
| Vesting | 3-year service-based for certain NEO RSUs (plan context); director awards vest fully at 1-year under policy | |
| Clawback applicability | Awards subject to clawback per company policy/ law |
Other Directorships & Interlocks
- Current public company boards: None disclosed for David Bell in GUER’s proxy .
- Notable board interlocks at GUER: Two directors (Thomas B. Ellis and Todd B. Hammer) designated by NR-PRL Partners, LP following 2024 preferred/warrant investment; both also serve on LENSAR, Inc. boards (not David Bell) .
- Shareholder vote outcomes (May 21, 2025): Four nominees (Pratt, Smith, Ellis, Hammer) elected; approval of First Amendment to 2021 Equity Incentive Plan; auditor ratified .
| 2025 Annual Meeting Vote Results | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Ryan Pratt (Director) | 11,674,035 | — | 152,012 | 1,243,888 |
| Gary Smith (Director) | 11,728,944 | — | 97,103 | 1,243,888 |
| Thomas B. Ellis (Director) | 11,729,091 | — | 96,956 | 1,243,888 |
| Todd B. Hammer (Director) | 11,728,924 | — | 97,123 | 1,243,888 |
| 2021 Plan First Amendment | 11,686,565 | 136,511 | 2,971 | 1,243,888 |
| Auditor (Forvis Mazars, LLP) | 12,607,581 | 376,037 | 86,317 | — |
Expertise & Qualifications
- Deep technology and semiconductor leadership: President/COO and then CEO of Intersil (2007–2012); President at Linear Technology (2003–2007) .
- Entrepreneurial operator: Co-founded Actev Motors; serves as CEO; domain focus on UVC disinfection and air quality .
- Education: Electrical Engineering degree from MIT .
Equity Ownership
| Component | Shares/Units | Notes |
|---|---|---|
| Common stock owned | 12,662 | Direct holdings disclosed in footnote |
| Options exercisable within 60 days | 3,696 | Director options currently exercisable |
| Total beneficial ownership | 16,358 | As reported in beneficial ownership table |
| % of common stock outstanding | <1% (*) | Asterisk denotes less than one percent per table |
No RSUs vesting within 60 days were disclosed for David Bell (contrast shown for other directors in footnotes); no share pledging by David Bell was disclosed in related party or ownership sections .
Governance Assessment
- Board effectiveness: Bell’s semiconductor CEO/President background complements GUER’s RF semiconductor domain and Compensation Committee oversight; his independence status supports objective governance .
- Attendance and engagement: The board met 10 times in 2024; each director, including Bell, attended at least 75% of aggregate board and committee meetings, indicating baseline engagement .
- Pay design and alignment: Director compensation includes modest cash retainer supplemented by annual equity grants vesting over one year, promoting ownership alignment; Bell’s 2024 mix was $20,289 cash and $50,000 RSUs .
- Clawback and controls: The company-adopted clawback policy aligned to SEC/Nasdaq and plan-level clawback language enhances accountability for incentive awards, although director RSUs are service-based rather than performance-tied .
- Conflicts and related-party exposure: No related-party transactions were disclosed involving David Bell; related party items primarily involved Salem Investment Partners, AMB Investments (affiliated with director Gary Smith), and NR-PRL Partners’ financing/designations, not Bell .
- Structural considerations: GUER maintains a combined CEO/Chairman structure with a Lead Independent Director and established committee chairs, partially mitigating governance concentration risks; Bell is not the Lead Independent Director .
RED FLAGS: None specific to David Bell disclosed (no related-party transactions, no pledging/hedging disclosures tied to him, attendance above minimum); broader board-level considerations include significant shareholder representation (NR-PRL) via two directors and the CEO/Chair dual role, albeit with a Lead Independent Director in place .