Mike John-Williams
About Mike John-Williams
Mike John-Williams, age 43, has served as Chief Financial Officer (CFO) of Guerrilla RF (GUER) since January 8, 2025. He holds an MBA from the University of Michigan’s Ross School of Business and a Bachelor’s degree in Finance and Economics from Western Michigan University’s Haworth College of Business . Under his tenure, GUER reported Q3 2025 revenue of $6.3 million (+39% YoY), gross margin of 67.5% (+220 bps YoY), and the company’s first quarter of positive operating cash flow ($0.8 million); he emphasized disciplined capital management and cost reductions in Q2–Q3 commentary . GUER’s Q1 2025 showed revenue of $4.4 million (down 14% YoY) amid a shift in market mix and one-time severance related to efficiency efforts, forming part of broader cost realignment initiatives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Valmis Robotics, Inc. | Head of Finance and Strategy | Aug 2023 – Jan 2025 | Led investment decisions, forecasting, and strategic planning to support growth opportunities . |
| Pandora Jewelry – North America BU | Vice President & CFO | 2021 – 2023 | Oversaw strategy, financial reporting, pricing, and M&A for $1.4B revenue division . |
| Whirlpool Corporation – KitchenAid Small Appliances BU | CFO/Global Director; Interim Head of S&OP | 2019 – 2021 | Led BU finance and global S&OP initiatives . |
| Whirlpool Corporation – Global Treasury Analytics | Head of Treasury Analytics (Liquidity Management) | 2018 – 2019 | Led liquidity management analytics . |
External Roles
No external public company board roles or committee positions were disclosed for Mr. John-Williams in GUER’s 2025 proxy materials .
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary | $315,000 | Initial base salary . |
| Target Bonus % | 48% of base | Performance-based annual bonus eligibility . |
| Signing Bonus | $15,000 | One-time sign-on payment . |
| Relocation Assistance | $55,000 | One-time relocation support . |
| RSU Grant (Grant-date fair value) | $75,000 | RSUs vest over 4 years . |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Performance-based (specific metrics not disclosed) | Not disclosed | Not disclosed | Not disclosed | Up to 48% of base salary | N/A (annual bonus) . |
| RSUs (Time-based) | N/A (service-based) | N/A | N/A | N/A | Equity grant (time-based) | Vests over 4 years . |
Notes
- GUER’s Clawback Policy (SEC Rule 10D‑1-compliant) was adopted in 2024; executive agreements to implement compliance were executed in March 2025, covering erroneously awarded incentive-based compensation within a 3-year lookback upon restatement .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership at Appointment | No securities beneficially owned as of Form 3 filed 01/17/2025 . |
| RSU Grant | $75,000 grant-date fair value; 4-year vesting (share count not disclosed) . |
| Options | None disclosed for Mr. John-Williams in appointment filing; company plans emphasize options under amended plan (general, not individual) . |
| Pledging/Hedging | Plan allows escrow/pledge mechanisms in connection with promissory note purchases and permits repricing/exchange of awards without prior stockholder approval; no executive-specific pledging or hedging disclosures for Mr. John-Williams . |
| Ownership Guidelines | Not disclosed for executives in proxy excerpts reviewed . |
Employment Terms
- Start Date and Role: Appointed CFO effective January 8, 2025 .
- Contract Structure: Offer terms include salary, bonus eligibility (up to 48%), RSUs, signing bonus, relocation; specific severance and change-of-control terms for Mr. John-Williams were not disclosed in available filings. CEO severance exists (12 months base); other named officers historically had no severance, but Mr. John-Williams’ terms are not specified .
- Clawback: Excess Incentive-Based Compensation Recovery Policy compliant with SEC/Nasdaq adopted in 2024; executive agreements executed March 2025 .
- Corporate Role in Governance: Appointed Inspector of Elections for the 2025 Annual Meeting, responsible for tabulating and certifying voting results .
Performance & Track Record
| Period | Performance Highlights |
|---|---|
| Q1 2025 | Revenue $4.4M (−14% YoY) due to non-recurring wireless infrastructure design win in 2024; contribution margin 73.0%; gross margin 61.1%; one-time severance costs linked to efficiency actions . |
| Q2 2025 | Revenue $5.4M (−12% YoY vs exceptional prior year); contribution margin 75.4%; operating loss $1.4M; 7% YoY opex reduction; CFO noted targeted reductions and baseline reset . |
| Q3 2025 | Revenue $6.3M (+39% YoY); gross margin 67.5%; operating loss narrowed to $0.2M; positive operating cash flow $0.8M; CFO emphasized balanced sheet stability and disciplined capital management . |
Board Governance
- Not a director; executive officer (CFO) listed among executive officers in proxy .
- Inspector of Elections for the 2025 Annual Meeting .
Related Party Transactions and Red Flags
- Related Party Transactions: None involving Mr. John-Williams were disclosed at appointment (no direct or material interest under Item 404(a)) .
- Red Flags:
- Equity Plan permits repricing, exchange, or buyouts of awards without prior stockholder approval, which can be shareholder-unfriendly if used; plan also includes pledge mechanisms tied to promissory notes for share purchases .
- Ownership at appointment was zero, reducing immediate “skin-in-the-game” alignment until RSUs begin vesting .
- Positive Governance: SEC/Nasdaq-compliant clawback policy adopted and implemented .
Compensation Structure Analysis
- Mix Shift: Initial package emphasizes cash (salary + bonus eligibility) with time-based RSUs; no PSUs or disclosed performance award metrics, indicating moderate pay-for-performance transparency .
- Guaranteed vs At-Risk: Salary is guaranteed; bonus up to 48% is at-risk but metrics/targets were not disclosed; RSUs are time-based (service), not performance-based .
- Equity Program Direction: Proxy proposes terminating evergreen, authorizing 1.5M additional option shares restricted to options and awarding multi-tranche options with rising exercise prices—this could increase performance orientation vs RSUs generally, though individual allocation to CFO not disclosed .
- Clawback Adoption: Strengthens alignment and recourse in case of restatements .
Performance Compensation – Detailed Payout Table (current disclosures)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus (CFO) | Not disclosed | Not disclosed | Not disclosed | Up to 48% of base salary | N/A . |
| RSUs (CFO) | N/A | N/A | N/A | Grant-date fair value $75,000 | 4-year time-based vesting . |
Investment Implications
- Alignment and Retention: Starting with zero ownership, alignment depends on RSU vesting (4-year schedule). Lack of disclosed severance/CoC terms for the CFO reduces visibility into retention economics; clawback adds accountability .
- Potential Selling Pressure: With time-based RSUs, future Form 4s will be key to track vesting and any sales; near-term selling pressure appears limited until RSUs vest (share counts not disclosed) .
- Governance Risk: Plan-level ability to reprice/exchange awards without shareholder approval is a red flag; monitor equity plan usage and any option grants contemplated under the 2025 proxy amendment .
- Execution Signals: CFO commentary and reported results indicate cost discipline and improved cash generation by Q3 2025—positive signals for near-term liquidity and margin trajectory; monitor sustained operating leverage and cash flow in subsequent quarters .