Ryan Pratt
About Ryan Pratt
Ryan Pratt (age 47) is the founder, Chief Executive Officer, and Chairman of Guerrilla RF, Inc., serving on the board since 2014. He previously led engineering at Skyworks and held design leadership roles at RF Micro Devices (RFMD); he holds a B.S. in Electrical Engineering from NC State and has 11 patents . He serves in a combined CEO/Chairman role, with the board establishing a Lead Independent Director to mitigate governance concerns . Company performance under his tenure shows FY 2024 revenue of $20.12M versus $15.08M in FY 2023, with EBITDA and net losses narrowing year-over-year (see Financial Performance table; Values retrieved from S&P Global).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Skyworks (Greensboro Design Center) | Director of Engineering | 2008–2013 | Led RF engineering; relevant domain leadership prior to founding GUER . |
| RF Micro Devices (RFMD) | Senior Design Engineer; Design Engineering Manager | 2004–2008 | Progressed from design to management; foundational RF semiconductor experience . |
External Roles
No external public-company board roles or other external positions were disclosed in the proxy statements reviewed .
Fixed Compensation
Multi-year CEO compensation detail:
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $324,224 | $315,000 |
| Bonus Paid ($) | $150,000 | $150,000 |
| Equity Awards ($) | $223,500 (RSUs, grant-date fair value) | $150,000 (RSUs, grant-date fair value) |
| All Other Compensation ($) | $53,677 | $52,961 |
| Total ($) | $751,401 | $667,961 |
Notes:
- RSUs have three-year service-based vesting; reported amounts reflect grant-date fair value under ASC 718, not realized value .
- All Other Compensation comprises 401(k) match and insurance premiums (see breakout in proxy) .
Performance Compensation
RSUs and other incentive awards:
| Award Type | Grant/Status | Metric Linkage | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|---|
| RSUs | Outstanding 61,767 units as of 12/31/2024 (market value $85,238) | Service-based (no disclosed performance metrics) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | 3-year service-based vesting |
| Stock Options | 4,923 options exercisable within 60 days (legacy grants; terms not detailed in table) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Standard plan max 10-year term; specifics not disclosed |
| Warrants | 33,822 warrants held (Pratt) | None (financing-related) | N/A | N/A | N/A | N/A | 5-year term for 2024 private placement warrants generally; exercise prices vary by issuance; per-Holder terms for Pratt’s warrants not specified |
Program design signals:
- 2021 Equity Plan permits performance awards (cash, PSUs, SARs) and RSUs; CEO awards have been service-based to date .
- Proposed First Amendment (2025) terminates the evergreen and adds 1.5M option-only shares; committee intends multi-tranche options with rising exercise prices to directly tie value creation to stock price increases .
Equity Ownership & Alignment
Beneficial ownership and near-term equity:
| Component | Amount |
|---|---|
| Common shares owned | 980,364 |
| Options exercisable (≤60 days) | 4,923 |
| Warrants | 33,822 |
| RSUs vesting (≤60 days) | 256 |
| Total beneficial ownership (common basis) | 1,019,365 |
| Ownership as % of common outstanding | 9.9% |
| Family relationship (director) | CEO is son of director William J. Pratt |
| Pledging/Hedging | No pledging disclosures identified for Pratt; plan contains pledge mechanics for share purchase notes generally . |
Context:
- Board determined only Ryan Pratt and William J. Pratt are non-independent; majority of board is independent .
- 5%+ holders include NR-PRL Partners (North Run affiliate) with substantial preferred and warrant positions; governance rights designate two directors .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Initial base salary set at $240,000 in 2020; at-will employment . |
| Severance (CEO) | If terminated without cause: 12 months of base salary, subject to release and covenant compliance . |
| Restrictive covenants | 1-year non-compete, non-solicit, and interference restrictions post-termination . |
| Clawback policy | SEC Rule 10D-1 compliant recovery policy adopted in 2024; executive agreements executed in March 2025 . |
| Change-of-control equity | Awards not assumed/substituted accelerate and vest immediately prior to transaction; performance awards vest at greater of actual or target if not assumed . |
| Option repricing authority | Plan permits repricing/exchanges without prior stockholder approval (red flag for governance) . |
Board Governance
- Role: Chairman of the Board and CEO; board appointed Lead Independent Director (James E. Dunn) with defined authorities including executive sessions, performance appraisal of Chairman, and investor communication channel .
- Committee memberships: Pratt not listed on Audit, Compensation, or Governance committees; independent directors chair committees (Audit—Summerell; Compensation—Ellis; Governance—Dunn) .
- Board independence: All directors other than Ryan Pratt and William J. Pratt deemed independent under Nasdaq standards .
- Attendance: Board held 10 meetings in 2024; each director attended at least 75% of applicable meetings; annual meeting attendance expected .
- Director compensation: Effective 1/1/2025—$20,000 cash retainer + $50,000 equity; $10,000 per committee; $12,500 chair premium; equity vests in one year . 2024 non-employee director compensation detail disclosed separately .
- Emerging growth company: Exempt from say-on-pay advisory vote .
Financial Performance
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Revenues | $15,078,316 | $20,115,900 |
| EBITDA | -$11,332,024* | -$7,249,265* |
| Net Income (IS) | -$15,966,294* | -$10,753,038* |
| Cash from Operations | -$13,454,990* | -$6,653,784* |
Values retrieved from S&P Global.
- indicates values without document citations.
Compensation Structure Analysis
- Mix trends: 2024 equity grant value declined versus 2023 ($150k vs $223.5k) while cash bonus remained flat at $150k; total compensation decreased with lower equity weighting .
- Performance linkage: CEO RSUs are service-based (no disclosed performance metrics), reducing pay-for-performance alignment relative to PSUs; committee’s 2025 shift to multi-tranche options with ascending strikes would increase market-based alignment .
- Governance flags: Plan allows option/SAR repricing without stockholder approval; combined CEO/Chairman role balanced by Lead Independent Director and majority-independent board .
Risk Indicators & Related Party
- Related party financing: CEO, director William J. Pratt, and family participated in 2023 convertible notes that later converted in 2024 private placement; clear disclosure of terms and conversion mechanics .
- Section 16 compliance: All 2024 reports timely; 2023 had late Form 4s for some non-employee director RSU awards due to administrative delays .
- Capital structure changes: 2024–2025 financings (Salem facility amendments, private placements, preferred/warrants from North Run) materially altered ownership and governance, adding two designees to the board .
Investment Implications
- Alignment: Pratt’s ~9.9% ownership provides meaningful alignment; service-based RSUs dilute performance linkage, but planned option-only pool with step-up strikes is a positive signal for value-creation incentives .
- Retention/Severance: Modest severance (12 months base) and standard non-compete/non-solicit reduce “golden parachute” risk; clawback adoption aligns with regulatory best practice .
- Selling pressure: Ongoing RSU vesting and outstanding warrants/options introduce periodic supply; specific strike/expiry for Pratt’s warrants not disclosed; monitor Form 4s for timing and size .
- Governance: Dual CEO/Chairman with family relationship on board requires robust independent oversight; presence of a Lead Independent Director and committee independence mitigates, but plan-level repricing authority is shareholder-unfriendly .
- Performance trajectory: FY 2024 saw revenue growth and improved EBITDA and net loss versus FY 2023, indicating progress on operating leverage while still cash-use negative; continued monitoring of financing reliance and dilution from equity issuances is warranted (see Financial Performance; Values retrieved from S&P Global).