James (Jed) Dunn
About James (Jed) Dunn
James (Jed) E. Dunn, Jr., age 64, has served as an independent director of Guerrilla RF, Inc. since 2016. He is Managing Director at Newport LLC (since 2013), co‑founder of the firm’s M&A practice, and holds a B.A. in Economics from Washington and Lee University . He was appointed Lead Independent Director at GUER with defined responsibilities for shareholder communications, executive sessions, chairman evaluation, and board functioning .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Piedmont Hematology-Oncology Associates, PLLC | Chief Executive Officer | 2008–2012 | Led practice management and operations |
| Coleman Resources | Owner & Chief Executive Officer | 1988–2007 | Built and ran contract supply/logistics services |
| First Union Bank | Corporate Lender | Earlier career (dates not disclosed) | Credit and corporate lending experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Newport LLC | Managing Director | 2013–present | Co‑founded M&A practice advising middle‑market companies |
| Ax Nano, Inc. | Director | Not disclosed | Environmental remediation solutions company |
| Washington and Lee University | Board of Trustees | Prior service | University trustee experience |
Board Governance
- Independence: The Board determined all directors except Ryan Pratt and William J. Pratt are independent under Nasdaq standards; Dunn is independent .
- Lead Independent Director: Dunn’s duties include independent channel for shareholder and director communications, convening executive sessions, appraising the chairman, and facilitating succession of the chair if needed .
- Board attendance: The Board met 10 times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Board structure: Classified Board (Class I/II/III) with staggered terms .
| Committee | Membership | Chair |
|---|---|---|
| Audit | James (Jed) E. Dunn; Virginia Summerell; Gary Smith | Virginia Summerell |
| Compensation | Thomas B. Ellis; Greg Thompson; David Bell | Thomas B. Ellis |
| Corporate Governance & Nominating | James (Jed) E. Dunn; Susan Barkal; Todd B. Hammer | James (Jed) E. Dunn |
Fixed Compensation
- Policy effective January 1, 2025: Non‑employee directors receive $20,000 annual cash retainer for Board service; $10,000 cash per additional committee; $12,500 cash per committee chair; plus $50,000 in annual equity awards, with equity granted at the annual meeting and vesting fully on the first anniversary of grant, subject to continued service .
- 2024 actual for Dunn: Fees earned in cash $33,648; Equity awards $50,000 (RSUs fair value); Total $83,648; Option awards: none .
| Year | Fees Earned or Paid in Cash ($) | Option Awards ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 33,648 | — | 50,000 | 83,648 |
Performance Compensation
- Vesting schedule: Director equity awards vest 100% on the first anniversary of grant, subject to continued service .
- Performance metrics: No performance metrics disclosed for director equity; awards are time‑based RSUs under the 2021 Plan .
- Clawback: All awards under the 2021 Plan are subject to clawback/recoupment pursuant to Company policy or law .
- Change‑of‑control: In a corporate transaction, vesting of all awards granted to non‑employee directors accelerates prior to consummation (if not assumed/substituted), per plan terms .
| Item | 2024 Grant | 2025 Policy |
|---|---|---|
| Instrument | RSUs; time‑based vesting | RSUs; time‑based vesting |
| Vesting | Fully vests at 1‑year anniversary | Fully vests at 1‑year anniversary |
| Performance Metrics | None disclosed (time‑based) | None disclosed (time‑based) |
| Clawback applicability | Plan awards subject to clawback | Plan awards subject to clawback |
| Change‑of‑control treatment | Director awards accelerate if not assumed | Director awards accelerate if not assumed |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes/Interlocks |
|---|---|---|---|
| Ax Nano, Inc. | Director | Not disclosed | No disclosed commercial ties with GUER; no interlocks flagged in proxy |
Expertise & Qualifications
- Entrepreneurial operator (Coleman Resources) and healthcare practice CEO, bringing operational and growth experience .
- Middle‑market advisory and M&A expertise from Newport LLC .
- Financial oversight capabilities evidenced by Audit Committee membership; governance leadership as chair of Corporate Governance & Nominating and Lead Independent Director .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Common Stock | Direct Common | Options (exercisable ≤60 days) | Warrants (≤60 days) |
|---|---|---|---|---|---|
| James (Jed) E. Dunn | 42,403 | <1% | 29,996 | 11,573 | 834 |
- Ownership guidelines: No director stock ownership guidelines disclosed in proxy; non‑employee director annual award limit set at $750,000 value (cash + equity) under 2021 Plan .
Governance Assessment
- Strengths
- Independent director with multi‑industry operating and advisory experience; chairs Corporate Governance & Nominating and serves on Audit, enhancing board oversight and governance rigor .
- Formal Lead Independent Director role with explicit authorities improves checks and balances in a combined Chair/CEO structure .
- Attendance threshold met; Board met 10 times in 2024; Dunn’s committee presence indicates engagement .
- Director compensation uses modest cash retainer and time‑based equity; clear vesting, clawback coverage via plan/policy .
- Watch items / potential red flags
- Board leadership remains combined CEO/Chair with family relationship (CEO is son of a director), elevating the importance of Lead Independent Director effectiveness; Dunn’s role is critical to mitigate concentration risks .
- Significant shareholder designation rights: NR‑PRL Partners (North Run affiliate) holds preferred/warrants and nominates directors; while not tied to Dunn, this may influence board dynamics; continued monitoring of independence and committee composition advisable .
- No disclosed director‑specific related‑party transactions for Dunn; audit committee oversees related parties; maintain surveillance for any future dealings –.
Overall: Dunn’s governance footprint—Audit member, Governance chair, and Lead Independent Director—supports board effectiveness within GUER’s small‑cap, emerging‑growth context. The independence determination and clear committee roles bolster investor confidence; monitoring of large holder designation rights and combined Chair/CEO structure remains prudent .