Thomas Ellis
About Thomas B. Ellis
Thomas B. Ellis (age 55) is an independent director at Guerrilla RF, Inc. (GUER) since August 5, 2024; he is Co‑Managing Partner of North Run Capital, LP and previously held roles at Berkshire Partners (Principal), MHR Fund Management (Analyst), and Goldman Sachs (Investment Banking Associate). He holds an A.B. from Princeton University and a J.D. from Harvard Law School, and serves on the board of LENSAR, Inc. and LightPath Technologies, Inc.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| North Run Capital, LP | Co‑Managing Partner | 2002–present | Co‑founded North Run; public securities investment firm |
| Berkshire Partners, LLC | Principal | Prior to 2002 | Private equity experience |
| MHR Fund Management | Analyst | Prior to 2002 | Hedge fund/distressed debt |
| Goldman, Sachs & Co. | Investment Banking Associate | Prior to 2002 | Investment banking |
External Roles
| Organization | Role | Start | Committees/Notes |
|---|---|---|---|
| LENSAR, Inc. (NASDAQ: LNSR) | Director | May 2023 | Finance background cited; also Todd Hammer serves on LENSAR board |
| LightPath Technologies, Inc. (NASDAQ: LPTH) | Director | Feb 2025 | Optical components; disclosed in LENSAR 10‑K/A |
Board Governance
- Committee assignments: Compensation Committee Chair; not on Audit; not on Corporate Governance & Nominating (Jed Dunn is Chair there; Summerell is Audit Chair). Independence confirmed under Nasdaq standards for all directors except Ryan Pratt and William J. Pratt .
- Attendance: The Board met 10 times in 2024; each director attended at least 75% of Board and applicable committee meetings; directors are expected to attend the Annual Meeting .
- Lead Independent Director: James (Jed) Dunn appointed; duties include executive sessions, performance appraisal of the Chair/CEO, and shareholder communications conduit .
- Classified board structure with staggered terms (Class I–III) .
Fixed Compensation
| Component | Amount | Timing/Terms |
|---|---|---|
| 2024 Fees Earned (Cash) | $3,098 | Pro‑rated for partial year service starting Aug 5, 2024 |
| 2025 Director Cash Retainer | $20,000 per year | Paid quarterly |
| 2025 Committee Membership Fees | $10,000 per committee per year | Paid quarterly |
| 2025 Committee Chair Fees | $12,500 per chair per year | Paid quarterly |
Performance Compensation
| Equity Award Type | Grant Value | Share Price Basis | Quantity | Vesting |
|---|---|---|---|---|
| 2024 RSUs | $37,501 | $2.25 per share | 16,667 RSUs (vest within 60 days) | Vest within 60 days (2024 award); standard policy for future annual grants is full vest at 1‑year anniversary of grant (Annual Meeting grant date) |
| 2025 Equity Compensation Policy | $50,000 per year for Board service | Granted at Annual Meeting | Not specified | Fully vests on first anniversary, subject to continued service |
Performance metrics: None disclosed for director equity; RSUs are time‑based vesting without financial/ESG performance conditions .
Change‑in‑control treatment: Non‑Employee Directors’ awards vest in full upon a corporate transaction if not assumed/substituted .
Clawback: All awards subject to clawback/recoupment per Board policy and applicable law; company adopted SEC/Nasdaq‑compliant clawback policy in 2024 (primarily for Covered Officers) .
Other Directorships & Interlocks
| Company | Relationship to GUER | Interlock/Notes |
|---|---|---|
| LENSAR, Inc. | Customer/supplier relationship not disclosed | Shared directorships: Ellis and Todd B. Hammer both serve on LENSAR’s board |
| LightPath Technologies, Inc. | Customer/supplier relationship not disclosed | Ellis joined board Feb 2025 |
Expertise & Qualifications
- Finance/investment expertise across public markets, private equity, and distressed debt; legal training (J.D.) enhances governance and risk oversight .
- Board believes he brings substantial experience in business, finance, and leadership .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock Outstanding | Components/Notes |
|---|---|---|---|
| Thomas B. Ellis | 10,115,028 | 49.5% | Comprised of (i) 7,213,115 shares issuable upon conversion of 22,000 preferred shares; (ii) 2,885,246 shares issuable upon exercise of warrants; (iii) 16,667 RSUs vesting within 60 days |
| NR‑PRL Partners, LP (North Run affiliate) | 10,098,361 | 49.4% | Preferred + warrants from Aug 5, 2024 private placement |
Ownership guidelines, pledging, hedging: Director stock ownership guidelines and any pledging/hedging by Ellis are not disclosed in the proxy . Related party and control features apply (see below).
Insider Trades
| Filing | Date | Key Details |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Aug 12, 2024 | Reported preferred and warrants acquired via Aug 5, 2024 financing; warrants currently exercisable, expire Aug 5, 2030 |
| Form 4 (Statement of Changes in Beneficial Ownership) | Oct 28, 2024 (earliest execution Oct 25, 2024) | Transaction reported; details in SEC filing (reference) |
Governance Assessment
- Alignment and influence: Ellis is an independent director but is a principal of North Run and beneficially owns ~49.5% of GUER through preferred/warrants and RSUs, providing significant economic alignment alongside potential influence over governance outcomes .
- Committee leadership: He chairs the Compensation Committee; the Board asserts committee independence under Nasdaq rules and no executive interlocks in 2024 .
- Attendance/engagement: The Board met 10 times in 2024, and all directors met the ≥75% attendance threshold; the Board instituted a Lead Independent Director with robust executive session responsibilities (Jed Dunn) .
Related Party & Conflict Considerations (material):
- 2024 North Run Private Placement: GUER sold 22,000 preferred shares (initially convertible to 7,213,115 common) and 2,885,246 warrants to NR‑PRL Partners, LP (North Run affiliate). As long as NR‑PRL owns ≥20% of the preferred, the Board agreed to nominate and recommend reelection of North Run‑designated directors (Ellis and Hammer) — a governance right that can shape board composition .
- Independence determination: The Board deemed Ellis independent under Nasdaq standards, notwithstanding his North Run affiliation and large stake; independence determinations considered relationships with >5% holders .
- Audit Committee oversight: Related party transactions are reviewed/approved by disinterested directors on the Audit Committee; majority vote of disinterested directors required .
RED FLAGS (for investor vigilance):
- Significant beneficial ownership (~49.5%) by a director who also chairs the Compensation Committee could concentrate influence over pay and strategy; nomination rights tied to preferred ownership may entrench designated seats .
- Family relationship at the company (CEO Ryan Pratt is the son of director William J. Pratt) is a separate board independence consideration; not specific to Ellis but relevant to overall governance context .
Mitigants:
- Lead Independent Director role with defined authorities (executive sessions, appraisal) and majority independent board; committee charters published; Audit Committee reviews related party transactions .
- Equity awards subject to clawback and plan‑level clawback provisions; director equity grants time‑vested and modest under the new policy .
Signals affecting investor confidence:
- The shift to a formal non‑employee director compensation policy effective 2025 (cash + equity with committee/chair fees) standardizes director pay and aligns with service tenure (equity vests at 1 year) .
- The First Amendment proposal to terminate the evergreen and authorize 1.5M option‑only shares indicates a preference for performance‑levered employee equity (options with increasing exercise prices), potentially reducing dilution from RSUs — a positive governance signal if implemented as described .