Virginia Summerell
About Virginia Summerell
Independent director (age 66) at Guerrilla RF since February 2023; former Senior Vice President of Finance and Treasurer at Tanger Factory Outlet Centers (2011–2021) with prior banking roles at Bank of America and predecessors. Education: BA in Economics (Davidson College) and MBA (Wake Forest University). Designated “audit committee financial expert”; Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tanger Factory Outlet Centers, Inc. | Senior Vice President of Finance and Treasurer | 2011–2021 | Developed finance and treasury functions; supported evolution to public REIT |
| Tanger Factory Outlet Centers, Inc. | Various finance roles | 1992–2011 | Finance, treasury, capital markets contributions |
| Bank of America (and predecessors) | Corporate, commercial and real estate banking roles | Not disclosed | Credit and capital markets experience |
External Roles
No current public company directorships disclosed for Ms. Summerell .
Board Governance
- Independence: Board determined all directors except Ryan Pratt and William J. Pratt are independent; Summerell is independent .
- Audit leadership: Audit Committee Chair; designated “audit committee financial expert” .
- Attendance: Board met 10 times in 2024; each director attended at least 75% of combined Board and committee meetings; Audit Committee met 5 times in 2024 .
- Lead Independent Director: James (Jed) Dunn, responsible for executive sessions and Board checks and balances .
| Committee | Role |
|---|---|
| Audit | Chair and Member |
| Board Activity (2024) | Count/Status |
|---|---|
| Board meetings held | 10 |
| Audit Committee meetings held | 5 |
| Director attendance threshold | ≥75% of Board + committee meetings (met by all directors) |
Fixed Compensation
- Policy effective January 1, 2025: Annual Board cash $20,000; equity $50,000; $10,000 cash per additional committee; $12,500 cash per committee chair; equity vests on first anniversary; equity granted at Annual Meeting .
- 2024 actual: Fees earned $27,658; Equity awards $50,000 (RSUs; grant-date fair value); no options .
| Component | 2024 (Actual) | 2025 Policy (Structure) |
|---|---|---|
| Board cash retainer | $27,658 | $20,000 |
| Committee membership cash | Included in fees | $10,000 per committee |
| Committee chair cash | Included in fees | +$12,500 per chair |
| Equity award (RSUs) | $50,000 grant-date fair value | $50,000; grants at Annual Meeting; 1-year vest |
| Option awards | — | Not standard for directors under policy |
Note: In 2024, RSU fair values for most directors used $2.50 per share; Mr. Ellis and Mr. Hammer used $2.25; Ms. Summerell’s RSUs were valued at $2.50 per share for accounting purposes .
Performance Compensation
- Director equity awards are time-based RSUs vesting on the first anniversary of the grant date, subject to continued service; no director-specific performance metrics disclosed .
| Item | Detail |
|---|---|
| RSU grant fair value (2024) | $50,000 (accounting fair value) |
| Price per share used (2024 grants) | $2.50 for Ms. Summerell’s award (valuation input) |
| Vesting schedule | Full vesting at first anniversary of grant date (subject to service) |
| Performance metrics | Not disclosed for director RSUs |
Other Directorships & Interlocks
- Investor designation on Board: NR-PRL Partners, LP (affiliate of North Run Capital) invested via preferred stock and warrants and designated two directors (Thomas B. Ellis and Todd B. Hammer); Board agrees to nominate designees while NR-PRL owns ≥20% of the preferred .
- No external public boards disclosed for Ms. Summerell .
| Entity | Relationship | Potential Conflict Consideration |
|---|---|---|
| NR-PRL Partners, LP | 22,000 preferred (initially convertible to 7,213,115 common) and 2,885,246 warrants; 49.4% beneficial (on an as-converted and warrant basis); two Board designees | Concentrated holder with nomination rights may influence governance; oversight mitigated via independent audit chair and lead independent director |
Expertise & Qualifications
- Finance and treasury leadership; capital markets experience transitioning a firm to a public REIT .
- Designated audit committee financial expert per SEC rules; financially literate .
- BA Economics (Davidson College); MBA (Wake Forest University) .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Virginia Summerell | 6,811 | <1% (asterisk indicates less than one percent) |
- Breakdown (vested/unvested/options): Not disclosed for Ms. Summerell in beneficial ownership footnotes; 2024 director option awards were not granted to her .
- Pledging/hedging: No pledging disclosed for Ms. Summerell; plan generally restricts transferability and subjects awards to clawback .
Governance Assessment
-
Strengths:
- Independent director serving as Audit Committee Chair; designated “financial expert”—supports earnings quality and internal control oversight .
- Attendance thresholds satisfied; Audit Committee met 5 times, indicating active oversight cadence .
- Adoption of SEC/Nasdaq-compliant clawback policy in 2024; equity awards subject to clawback/recoupment .
- Lead Independent Director role established with authority to convene executive sessions and appraise Chair performance—improves board checks and balances .
-
Considerations/Red Flags:
- Board concentration: NR-PRL Partners’ significant as-converted ownership and board nomination rights create potential influence; balanced by majority independence and lead independent oversight .
- Family relationship between CEO (Ryan Pratt) and director (William J. Pratt) noted; heightens need for independent committee rigor—mitigated by independent Audit leadership .
- As an emerging growth company and smaller reporting company, GUER is exempt from say-on-pay advisory votes, limiting direct shareholder feedback on compensation .
-
Related-party exposure:
- No related-party transactions disclosed involving Ms. Summerell; Audit Committee (which she chairs) reviews/approves any such transactions under charter .
-
Director pay alignment:
- Cash/equity mix standardized from 2025 with one-year vesting RSUs; policy provides committee and chair premiums—aligns service load with compensation; absence of meeting fees reduces transactionality .
-
Committee composition signals:
- Compensation Committee independent; chaired by Thomas B. Ellis; no interlocks or insider participation disclosed—reduces pay-setting conflicts .
Insider Reporting
- Section 16(a) compliance: All Section 16 reports were filed on a timely basis for FY 2024 (company-wide); no Form 4 anomalies noted in proxy .