Gary Smith
About Gary Smith
Gary Smith (age 66) has served on Guerrilla RF’s Board since August 2020. He is President of AMB Investments LLC (since August 2018) and previously held senior operating and finance roles across industrials and aviation. He holds a BS in Accounting and Finance (UNC Greensboro) and an MBA from the Bryan School at UNC Greensboro, bringing deep global operations and financial leadership to GUER’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AMB Investments LLC | President | Aug 2018–present | Investment oversight; related-party exposure via Salem loan participation (see Related Parties) |
| North State Aviation, LLC | President & CEO | Sep 2016–Jul 2018 | Led aviation MRO operations |
| Wabtec Corporation (Elastomers Group) | VP & GM | Jan 2014–Sep 2016 | Industrial operations leadership |
| Longwood Industries | EVP & CFO | 2011–2013 | Finance leadership |
| Kinetic Systems Inc. | EVP & CFO | 2008–2011 | Finance leadership |
| International Textile Group, Inc. | EVP & CFO | 2004–2008 | Corporate finance |
| Cone Mills Corporation | EVP & CFO | 1999–2004 | Corporate finance |
External Roles
| Entity | Type | Role | Notes / Potential Interlocks |
|---|---|---|---|
| AMB Investments LLC | Private investment | President | AMB participated in Salem Loan Facility; AMB bought 40,000 shares + 40,000 warrants in GUER’s 2024 private placement (potential conflict lens) |
| Other public company boards | — | — | None disclosed in proxy biographies |
Board Governance
- Board structure: Classified board (Class I–III) with staggered terms; Lead Independent Director established (Jed Dunn) with defined duties (exec sessions, performance appraisal of Chair, shareholder contact) .
- Independence:
- 2024 proxy (covering 2023 year): Board determined Gary Smith was not independent (exception list included Ryan Pratt, William J. Pratt, and Gary Smith) .
- 2025 proxy: Board determined all directors other than Ryan Pratt and William J. Pratt are independent (Smith deemed independent) .
- Attendance:
- 2023: Board met 18 times; all directors ≥75% attendance .
- 2024: Board met 10 times; all directors ≥75% attendance .
| Governance Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| Committee assignments | None listed for Smith | None listed for Smith | Audit Committee member; Audit Committee: Summerell (Chair), Dunn, Smith |
| Independence status | Not independent | Not independent (per 2024 proxy) | Independent |
| Board attendance | ≥75% (Board 18 meetings) | ≥75% (Board 10 meetings) | N/A in proxy (latest year reported 2024) |
| Lead Independent Director | N/A | N/A | Jed Dunn (Lead Independent Director) |
Fixed Compensation
- Policy (effective Jan 1, 2025): Annual Board cash retainer $20,000; equity $50,000; $10,000 per committee membership; $12,500 per committee chair; equity grants vest fully on first anniversary .
- Historical director cash fees and totals:
| Year | Fees Earned or Paid in Cash ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | $32,500 | $50,006 (RSUs; $7.80/share grant-date price) | $82,506 |
| 2024 | $24,842 | $50,000 (RSUs; $2.50/share grant-date price) | $74,842 |
| 2025 policy (structure) | $20,000 (Board) + $10,000 per committee | $50,000 (equity) | Cash+equity per policy |
Performance Compensation
- Annual equity grants (RSUs) to non-employee directors:
- 2023: Grant-date fair value $50,006 at $7.80/share (indicative of ~6,411 RSUs outstanding for many directors; Smith had 6,411 RSUs vesting within 60 days as of record date) .
- 2024: Grant-date fair value $50,000 at $2.50/share; vesting fully after one year .
- Vesting and metrics:
- Vesting: Time-based; RSUs vest on first anniversary of grant, contingent on continued service .
- No disclosed performance metrics tied to director equity (time-based RSUs only) .
| Metric / Feature | 2023 | 2024 | 2025 Policy |
|---|---|---|---|
| RSU grant-date fair value | $50,006 | $50,000 | $50,000 |
| Grant price (indicative) | $7.80/share | $2.50/share | N/A (policy amount only) |
| Vesting | Time-based (3-year vest for NEOs; directors’ RSUs vest on 1-year schedule) | 1-year vest | 1-year vest |
| Performance metrics | None disclosed for director RSUs | None disclosed | None disclosed |
Other Directorships & Interlocks
| Entity | Relationship | Exposure / Notes |
|---|---|---|
| AMB Investments LLC | Gary Smith is President | AMB purchased 40,000 GUER shares and 40,000 warrants in 2024 private placement (at $2.50; 5-year term) . AMB held 47.17% participation interest in $5.5M of additional advances under Salem Loan Facility, implying pecuniary interest in ~500,000 shares issued to Salem with those advances . |
| Salem Investment Partners V, LP | Significant lender/shareholder to GUER | Salem facility: multiple advances (14% interest; fees; equity issuances). Maturity extended; partial repayment Aug 5, 2024 reduced principal to $4.5M and repaid $5.5M additional advance in full . |
| 5% stockholders | AMB-linked | Al Bodford (AMB) 1,410,905 shares; Salem 1,765,179 shares; NR-PRL Partners LP (North Run) 10,098,361 shares via preferred conversion + warrants post-2024 private placement . |
Expertise & Qualifications
- Finance and operations leader across industrial manufacturing and aviation MRO; former EVP/CFO at multiple companies .
- Accounting/finance education and MBA; brings financial literacy relevant to Audit Committee service .
Equity Ownership
| Holder | 2023 (Record Date: Mar 4, 2024) | 2025 (Record Date: Mar 24, 2025) |
|---|---|---|
| Gary Smith – total beneficial ownership | 16,355 shares (<1%) | 16,358 shares (<1%) |
| Composition | 6,251 common; 6,411 RSUs vesting within 60 days; 3,693 options exercisable within 60 days | 12,662 common; 3,696 options exercisable within 60 days |
| Ownership alignment notes | RSUs present in 2023; composition shifted to common + options in 2025 |
Insider Trades
| Item | 2023 | 2024 |
|---|---|---|
| Section 16(a) compliance | Forms filed timely except April 2023 RSU awards (administrative delay) | All Section 16(a) reports filed timely |
| Form 4 transactions (disclosed in proxy) | Not detailed in proxy (no Form 4 summary provided) | Not detailed in proxy (no Form 4 summary provided) |
Governance Assessment
- Independence shift: Not independent in 2023/2024 due to AMB-related exposures; determined independent in 2025. The change coincided with repayment of the AMB-participated $5.5M additional advance in Aug 2024, reducing ongoing related-party exposure; however, AMB’s 2024 private placement participation remains a continuing tie. Investors should monitor future AMB transactions for independence risks .
- Committee effectiveness: Smith joined the Audit Committee in 2025 alongside an “audit committee financial expert” chair (Summerell). Audit Committee met 5 times in 2024 (6 in 2023), and fulfills oversight on internal controls, compliance, and related-party transactions—directly relevant given AMB/Salem history .
- Attendance and engagement: ≥75% attendance; Board met 18 times in 2023 and 10 in 2024, suggesting active oversight cadence .
- Director compensation alignment: Equity-heavy mix ($50k RSUs annually) with modest cash ($20k Board; $10k per committee from 2025), one-year vesting—aligns director incentives with shareholders while avoiding performance metric complexity .
- Clawback and plan mechanics: Company adopted SEC Rule 10D-1 compliant clawback policy in 2024 (implemented March 2025), and equity plan subjects awards to clawback/recoupment; however, plan permits option/SAR repricing without prior shareholder approval—a potential shareholder-unfriendly feature to monitor .
- Change-in-control treatment: Non-employee director awards accelerate on corporate transactions—implications for equity windfalls; standard but worth flagging for transaction scenarios .
RED FLAGS
- Related-party exposures: AMB (led by Smith) participated materially in Salem financing and GUER private placement; while the $5.5M additional advance was repaid in Aug 2024, AMB’s equity/warrant holdings persist—ongoing potential for conflicts; ensure robust Audit Committee review of any future transactions with AMB/Salem .
- Independence optics: The shift from non-independent (2024) to independent (2025) warrants continued scrutiny; investors should evaluate whether future financial ties re-emerge .
- Equity plan repricing authority: Board can reprice options/SARs without prior shareholder approval (though notice/consent mechanics vary)—generally a governance yellow flag .