Todd Hammer
About Todd B. Hammer
Todd B. Hammer (age 57) is an independent Class II director of Guerrilla RF (GUER) since August 5, 2024, and a co‑managing partner of North Run Capital. He previously held investing and banking roles at Greenbriar Equity Group (principal), EnTrust Capital (vice president), Baker Nye Greenblatt (analyst), and Goldman Sachs (investment banking associate). He holds BA and BS degrees from the University of Pennsylvania and a JD from Harvard Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| North Run Capital, LP | Co‑Managing Partner (co‑founder) | 2002–present | Lead investor in GUER; structured 2024 preferred+warrant financing and board designation rights |
| Greenbriar Equity Group, LLC | Principal | Prior to 2002 | Private equity investing (industrial/services) |
| EnTrust Capital, LLC | Vice President | Prior to 2002 | Hedge fund and asset management experience |
| Baker Nye Greenblatt, LLC | Analyst | Prior to 2002 | Event‑driven hedge fund analysis |
| Goldman, Sachs & Co. | Investment Banking Associate | Prior to 2002 | Transaction execution experience |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| LENSAR, Inc. | Director | Not disclosed | Also served by GUER director Thomas B. Ellis; potential information interlock via shared board service |
Board Governance
- Board independence: The Board determined all directors other than Ryan Pratt and William J. Pratt are independent under Nasdaq rules; Hammer is independent .
- Board attendance: The Board met 10 times in 2024; each director attended at least 75% of Board and relevant committee meetings; directors are expected to attend the Annual Meeting .
- Lead Independent Director: James (Jed) E. Dunn serves as Lead Independent Director with defined duties (communications, executive sessions, chair appraisal, succession facilitation) .
- Committee assignments (current):
- Corporate Governance & Nominating Committee – Member (Chair: James E. Dunn) .
- Not listed on Audit; not listed on Compensation .
Fixed Compensation
| Year | Cash Fees ($) | Equity Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 3,098 | 37,501 (RSUs) | — | 40,599 |
- Non‑employee director policy (effective Jan 1, 2025): $20,000 annual cash; $50,000 annual equity; +$10,000 cash per additional committee; +$12,500 cash for committee chairs; equity vests after 1 year subject to service .
Performance Compensation
| Item | Disclosure | Notes |
|---|---|---|
| Performance metrics tied to director compensation | None disclosed for directors; RSUs are service‑based vesting | |
| 2021 Equity Incentive Plan performance features | Plan permits performance awards (options, RSUs, SARs, performance units), but director policy specifies time‑based RSUs | |
| Clawback coverage for director awards | All awards under the 2021 Plan subject to clawback/recoupment under Board policy and applicable law |
Other Directorships & Interlocks
| Company | Relationship | Interlock/Transaction | Implications |
|---|---|---|---|
| LENSAR, Inc. | Hammer, Ellis are directors | Shared directorship with GUER director Ellis | Potential information flow; requires adherence to confidentiality/conflict policies |
| NR‑PRL Partners, LP / North Run | Lead Investor in GUER | $22.0M Series A preferred + 2,885,246 warrants; investor board designation rights for Hammer and Ellis; protective and participation rights | Significant governance influence; ongoing rights while ownership thresholds met |
Expertise & Qualifications
- Finance and investing: Private equity and hedge fund leadership (North Run, Greenbriar, EnTrust, Baker Nye Greenblatt) .
- Capital markets and M&A: Prior investment banking at Goldman Sachs .
- Legal training: JD from Harvard Law School; dual undergraduate degrees from Penn .
- Board readiness: Determined independent; serves on Governance & Nominating Committee .
Equity Ownership
| Holder | Common Stock Beneficially Owned (shares) | % of Common Stock | Composition |
|---|---|---|---|
| Todd B. Hammer | 10,115,028 | 49.5% | 7,213,115 shares issuable upon conversion of 22,000 shares of preferred; 2,885,246 shares issuable upon warrant exercise; 16,667 RSUs vesting within 60 days; beneficial ownership attributed via NR‑PRL GP (general partner of NR‑PRL Partners, LP) |
- 5%+ holder group footnote: NR‑PRL Partners, LP beneficially owns 10,098,361 shares (convertible + warrants); principals Hammer and Ellis may each be deemed beneficial owners via NR‑PRL GP .
Governance Assessment
- Board effectiveness and engagement: Hammer adds deep investing and restructuring expertise; serves on Governance & Nominating Committee; the Board has a Lead Independent Director and structured committee oversight (Audit, Compensation, Governance), with regular meetings and attendance thresholds .
- Independence and alignment: Board deems Hammer independent under Nasdaq rules despite association with a 5%+ holder (NR‑PRL), which was specifically reviewed in independence determinations . Director compensation includes modest cash retainer and equity grants; awards under the 2021 Plan are subject to clawback/recoupment, supporting accountability .
- Potential conflicts and investor influence (RED FLAGS):
- Investor designation rights: NR‑PRL secured board seats (Hammer, Ellis) and nomination/reelection commitments while holding specified preferred ownership thresholds .
- Protective provisions and capital raising limitations: NR‑PRL holds consent rights over certain corporate actions, participation rights in future offerings, and prohibitions against variable‑rate transactions—collectively strong governance influence that can constrain corporate flexibility .
- Concentrated ownership: Hammer is deemed to beneficially own 49.5% of common via NR‑PRL structures (convertible preferred, warrants, RSUs), a high concentration that may raise control and minority shareholder risk concerns .
- Related‑party oversight: GUER’s Audit Committee reviews and approves related‑party transactions; the 2024 North Run financing and its terms (warrant exercise price $3.05; 5.5‑year term) are disclosed and governed by agreements, with indemnification and disclosure commitments .
- Say‑on‑pay context: As an emerging growth company and smaller reporting company, GUER currently is exempt from non‑binding say‑on‑pay votes, limiting external pay benchmarking signals .
Supporting Transaction Details (Investor Designation/Financing)
| Item | Terms |
|---|---|
| 2024 North Run Private Placement | $22,000,000 Series A preferred; initially convertible into 7,213,115 shares; warrants to purchase 2,885,246 shares at $3.05; warrants expire Aug 5, 2030 |
| Board designation rights | Two directors (Hammer, Ellis) designated; reelection nomination commitment while NR‑PRL maintains threshold ownership |
| Participation/protective rights | Right to participate pro‑rata in future offerings; prohibitions on variable‑rate transactions; consent rights on certain corporate actions |
Equity Ownership (Detailed Composition)
| Component | Shares | Notes |
|---|---|---|
| Preferred stock (Series A) – conversion | 7,213,115 | Initially convertible into common |
| Warrants – exercisable | 2,885,246 | $3.05 exercise price; expire Aug 5, 2030 |
| RSUs vesting within 60 days | 16,667 | Director equity award attributable to service |
| Total beneficial ownership | 10,115,028 | 49.5% of common |
Director Compensation (Policy vs. Actual)
| Category | 2024 Actual | 2025 Policy (effective Jan 1, 2025) |
|---|---|---|
| Cash retainer | $3,098 | $20,000 annual; +$10,000 per extra committee; +$12,500 per chair |
| Equity (RSUs) | $37,501 grant date fair value | $50,000 annual; 1‑year vesting subject to service |
Equity Ownership
| Alignment Factor | Disclosure |
|---|---|
| Stock ownership guidelines (directors) | Not disclosed; director equity granted annually under policy |
| Pledging/Hedging | Not disclosed; warrants allow pledge under certain conditions, but no pledging disclosures for Hammer |
Final Notes
- Corporate codes and ethics: Board maintains Code of Business Conduct and Officer Code; governance policies posted; Audit Committee charter oversight includes related‑party reviews .
- Board structure: Combined Chair/CEO with Lead Independent Director providing checks and balances .