Greg Thompson
About Greg Thompson
Greg Thompson (age 61) has served as an independent director of Guerrilla RF (GUER) since 2019. He is Director of Regional Sales & Business Development at pSemi (a Murata company) since 2013; previously VP of Sales at RFMD (1993–2011). He holds a B.S. in Engineering & Management (Clarkson University) and an MBA (Pepperdine). The Board determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| pSemi (Murata) | Director, Regional Sales & Business Development | 2013–present | Senior commercial leadership in RF CMOS ICs |
| RFMD (now part of Qorvo) | Vice President of Sales | 1993–2011 | Led sales in wireless/semis end-markets |
External Roles
- No other public company directorships or committee roles were disclosed for Greg Thompson in the proxy materials reviewed .
Board Governance
- Committee assignments (current): Compensation Committee member (not Chair). Audit Chair: Virginia Summerell; Nominating/Governance Chair: James (Jed) Dunn; Compensation Chair: Thomas B. Ellis .
- Independence: All directors except Ryan Pratt (CEO/Chair) and William J. Pratt are independent; Greg is independent .
- Attendance: Board met 10 times in 2024; each director attended at least 75% of applicable Board and committee meetings .
- Lead Independent Director: Role established; James (Jed) Dunn appointed with defined authorities (exec sessions, stockholder communication channel, Chair appraisal) .
- Compensation Committee activity: 5 meetings in 2024; members are independent under Nasdaq/SEC rules; no compensation committee interlocks or insider participation .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Cash fees (Greg Thompson) | $32,500 | FY2024 director cash compensation |
| Equity awards (grant-date fair value) | $50,000 | FY2024 director RSU grant (valued at $2.50/share for standard grants) |
| Total (FY2024) | $82,500 | Cash + equity fair value |
| 2025 Director Compensation Policy (effective Jan 1, 2025) | Amount | Vesting/Timing |
|---|---|---|
| Annual Board cash retainer | $20,000 | Paid quarterly |
| Annual Board equity award | $50,000 | Granted on annual meeting date; fully vests on 1st anniversary, service-based |
| Per-committee membership fee | $10,000 | Additional cash per committee |
| Committee Chair additional fee | $12,500 | Additional to committee fee |
Implication: 2025 policy standardizes pay (fixed retainer + committee fees) versus Greg’s 2024 actual cash of $32,500, with equity remaining $50,000 RSUs time-vested .
Performance Compensation
| Element | Detail | Terms |
|---|---|---|
| Equity vehicle (FY2024) | RSUs | $50,000 grant-date fair value; standard grants valued at $2.50/share for 2024 director awards |
| Vesting (policy for 2025 awards) | Time-based | 100% vesting on first anniversary of grant (annual meeting grant date) |
| Performance metrics | None disclosed for director equity | Awards are service-based; no specified TSR/financial metrics for director grants |
| Clawback | Subject to clawback | Awards subject to any Board-adopted or legally required clawback policy |
Other Directorships & Interlocks
- Compensation Committee interlocks: None (no member served as an officer/employee; no reciprocal executive/comp committee interlocks) .
- Significant investor context: NR-PRL Partners, LP beneficially owns ~49.4% on an as-converted/if-exercised basis; directors Thomas B. Ellis and Todd B. Hammer are principals of the GP (Board representation by a major holder) .
Expertise & Qualifications
- 30+ years in semiconductors/wireless sales leadership (RFMD/Qorvo heritage; pSemi/Murata), offering commercial go-to-market depth and customer perspective. Degrees: B.S. (Clarkson), MBA (Pepperdine) .
- Governance: Independent director; active on Compensation Committee .
Equity Ownership
As of the 2025 Record Date (March 24, 2025):
| Holder | Beneficial Ownership (shares) | % of Common | Breakdown |
|---|---|---|---|
| Greg Thompson | 56,316 | <1% | 49,426 common; 6,890 options exercisable within 60 days |
Notes: “<1%” as defined in the proxy’s beneficial ownership table footnote (“Represents beneficial ownership of less than one percent.”) . Ownership computed on 10,326,940 common shares outstanding plus voting preferred convertible into 7,213,115 common shares, per proxy methodology .
Governance Assessment
-
Strengths
- Independence; serves on Compensation Committee with 5 meetings in 2024, indicating committee engagement .
- Attendance: Met or exceeded the 75% attendance threshold; Board met 10 times in 2024 .
- Equity alignment: Holds 56,316 shares/derivatives (including 6,890 options exercisable within 60 days); receives annual RSUs (service-vested) .
- Clawback coverage for equity awards; standardized, transparent 2025 director pay framework .
-
Watch items / potential red flags
- Director equity is time-based RSUs with no disclosed performance conditions; may dilute performance linkage in director pay design .
- Board composition includes investor-affiliated directors representing an approximate 49.4% holder (NR-PRL), which can centralize influence and warrants monitoring of minority-protection practices .
- Family tie at Board level (CEO Ryan Pratt is the son of director William J. Pratt), though both are identified explicitly, and independence determinations exclude them; not specific to Thompson but relevant to overall governance context .
-
Conflicts/related-party exposure
- The proxy lists related-party transactions since January 1, 2023; none specifically identify Greg Thompson as a participant. Audit Committee oversees related-party approvals .
-
Shareholder engagement and oversight signals
- Lead Independent Director role formalized with clear authorities (executive sessions, stockholder communications, appraisal of Chair), enhancing independent oversight .
Director Compensation (detail for 2024)
| Director | Year | Cash Fees ($) | Option Awards ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|---|---|
| Greg Thompson | 2024 | 32,500 | — | 50,000 | 82,500 |
Equity award valuation for 2024 director grants used $2.50/share for standard awards; fair value reflects accounting cost, not realized value .
Compensation Committee Analysis
- Committee members are independent; chartered to oversee executive and director compensation and administer equity plans; held 5 meetings in 2024. No interlocks or insider participation reported .
- Equity Plan (2021 Plan): permits options/RSUs/performance awards; awards subject to clawback; non-employee director total annual cash+equity under plan capped at $750,000 .
Related-Party Transactions (Context)
- The company disclosed certain financings (e.g., 2022 Private Placement) in which insiders/affiliates participated on market terms; Audit Committee reviews/approves related-party transactions. No specific transaction naming Greg Thompson was identified in the disclosures reviewed .
Data References
- Independence, ownership table, board/committee composition: .
- Board/committee meeting counts and attendance: .
- Lead Independent Director and authorities: .
- 2024 non-employee director compensation table (Greg Thompson): .
- 2025 Director Compensation Policy (retainer/fees/vesting): .
- Equity plan/clawback details: .
- Beneficial ownership breakdown (Greg Thompson footnote): .
- Biography, age, education, tenure: .
- Large holder/board representation context: .