Mark Mason
About Mark Mason
Mark Mason is Chief Operating Officer of Guerrilla RF (GUER), a role he has held since July 2019. He previously spent eight years as Vice President of Operations at Triad Semiconductor (Feb 2011–Jul 2019) and 14 years at RFMD, most recently as Manager of Production Test Development for the Multi‑Market Products Group. He holds a BS in Electrical Engineering from West Virginia University and was age 49 as of the 2024 record date. Compensation for Mason consists of base salary, annual bonus, and time‑based RSUs; the company adopted an SEC/Nasdaq‑compliant clawback policy in 2024 with executive agreements executed in March 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Triad Semiconductor | Vice President of Operations | Feb 2011–Jul 2019 | Operations leadership; led production/test operations |
| RFMD | Manager, Production Test Development, Multi‑Market Products Group | 14 years | Led production test development for multi‑market products |
Fixed Compensation
| Year | Salary ($) | Target Bonus % | Actual Bonus ($) | Equity Awards – RSUs ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2022 | $306,404 | ND | — | $24,660 | — | $48,478 | $379,542 |
| 2023 | $294,680 | ND | $75,000 | $111,750 | — | $48,600 | $530,040 |
| 2024 | $315,000 | ND | $75,000 | $75,000 | — | $42,046 | $507,046 |
Notes:
- ND = Not disclosed. Company provides scaled EGC/SRC disclosure without CD&A, no target bonus percentage disclosed .
Performance Compensation
Annual Bonus Structure
| Year | Bonus Paid ($) | Payout Basis / Metrics | Vesting |
|---|---|---|---|
| 2023 | $75,000 | Not disclosed (scaled EGC/SRC disclosure) | Cash (company noted potential equity payment for 2023 bonuses) |
| 2024 | $75,000 | Not disclosed (scaled EGC/SRC disclosure) | Cash |
RSUs – Outstanding and Vesting Framework
| As of FY End | Unvested RSUs (#) | Market Value ($) | Vesting Mechanism |
|---|---|---|---|
| 2023 | 15,783 | $47,349 | Three‑year service‑based vesting (ASC 718 grant‑date value; time‑based) |
| 2024 | 27,666 | $38,179 | Three‑year service‑based vesting (ASC 718 grant‑date value; time‑based) |
Stock Options – Outstanding
| Reference Date | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| 2023 FY End | 9/11/2019 | 24,618 | — | $2.20 | 9/11/2029 |
| 2023 FY End | 10/30/2020 | 1,773 | — | $3.19 | 10/30/2030 |
| 2024 FY End | 9/11/2019 | 24,590 | 0 | $2.20 | 9/11/2029 |
| 2024 FY End | 10/30/2020 | 1,774 | 0 | $3.19 | 10/30/2030 |
Award structure notes:
- RSUs are service‑based (three‑year vesting); no PSU awards or performance metric weightings disclosed .
- No new option awards reported in 2023–2024 for Mason; historical grants from 2019 and 2020 remain outstanding .
Equity Ownership & Alignment
Beneficial Ownership (Individual)
| Record Date | Shares Beneficially Owned | Ownership % of Common |
|---|---|---|
| Apr 4, 2022 | 77,399 (options exercisable within 60 days) | * (<1%) |
| Mar 1, 2023 | 132,204 (mix of shares, options, RSUs within 60 days) | * (<1%) |
| 2024 Record Date | 35,421 | * (<1%) |
| 2025 Record Date | 47,100 | * (<1%) |
Notes:
- “*” denotes beneficial ownership of less than 1% per company disclosure .
Outstanding Equity and Alignment Details
- Unvested RSUs: 27,666 (MV $38,179) as of 12/31/2024 ; 15,783 (MV $47,349) as of 12/31/2023 .
- Options: 26,364 total exercisable across 2019 and 2020 grants as of 12/31/2024 (strike $2.20 and $3.19; expirations 2029 and 2030) .
- Stock ownership guidelines and any pledging/hedging policies specific to Mason were not disclosed in the cited sections; company adopted a broad clawback policy in 2024 .
Employment Terms
| Term | Provision | Details |
|---|---|---|
| Offer Letter | Start date and compensation | Offer letter in 2019; initial base salary $201,600 and award of 50,000 stock options; at‑will; eligible for standard benefits (medical, dental, vision, disability, life) |
| Severance | Cash severance | If Mr. Mason is terminated for any reason, he is not entitled to any severance |
| Clawback | Policy adoption and implementation | Excess Incentive‑Based Compensation Recovery Policy adopted in 2024 per SEC Rule 10D‑1/Nasdaq 5608; agreements executed with NEOs in March 2025 (three‑year lookback; recovery regardless of misconduct) |
| Restrictive Covenants | IP/confidentiality | Executed standard employee invention assignment and confidentiality agreement; non‑compete/non‑solicit terms not specifically disclosed for Mason in cited sections |
Compensation Structure Analysis
- Mix and trend: Mason’s pay shifted toward cash salary/bonus plus time‑based RSUs; no option awards in 2023–2024, with equity value delivered via RSUs ($111,750 in 2023; $75,000 in 2024) rather than options .
- At‑risk vs guaranteed: RSUs are service‑based (three‑year vesting), reducing explicit linkage to performance metric attainment; annual bonus amounts are disclosed without underlying performance metrics (scaled disclosure regime) .
- Governance signals: The company implemented an SEC/Nasdaq‑compliant clawback policy in 2024 with execution in March 2025, enhancing recovery of incentive pay upon restatement events .
- Severance economics: Mason has no severance entitlement if terminated for any reason, implying limited cash protection and higher reliance on ongoing employment and equity vesting for retention .
Investment Implications
- Alignment: Mason’s ownership is consistently below 1% and equity is primarily time‑vested RSUs plus legacy in‑the‑money options (strikes $2.20/$3.19), indicating moderate alignment with share price but limited “skin‑in‑the‑game” by percentage ownership .
- Retention risk: Absence of severance increases retention sensitivity to equity value and ongoing role prospects; time‑based RSUs help anchor retention but lack performance hurdles .
- Pay‑for‑performance: With no disclosed bonus metrics/weights and service‑based RSU vesting, pay is less explicitly tied to operational/financial outcomes, tempering performance‑linked signals; investors should monitor any future introduction of PSUs or explicit KPI bonuses .
- Governance: Adoption of an SEC/Nasdaq clawback is positive; no red flags such as option repricing or tax gross‑ups identified in cited sections. Continued monitoring of insider ownership changes and any pledging/hedging disclosures is warranted .