William Pratt
About William J. Pratt
William J. Pratt (age 82) has served on Guerrilla RF, Inc.’s Board since 2014. He co‑founded RF Micro Devices (now Qorvo, Inc.) in 1991, served as its Chief Technology Officer until retiring in 2008, and was Chairman of RFMD’s board from 1991–2002. He holds a B.S. in Electrical Engineering from Villanova University. The Board classifies him as not independent, and he is the father of CEO/Chairman Ryan Pratt .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RF Micro Devices (RFMD; now Qorvo, Inc.) | Co‑Founder; Chief Technology Officer | 1991–2008 | Co‑founded RFMD, guided RF semiconductor technology; retired as CTO in 2008 |
| RF Micro Devices (RFMD) | Chairman of the Board | 1991–2002 | Board leadership through growth phase |
External Roles
- No current public company directorships are listed in Mr. Pratt’s biography within the proxy materials .
Board Governance
| Governance Aspect | Detail |
|---|---|
| Board tenure | Director since 2014; current Class III term ends at the 2027 Annual Meeting |
| Independence | Not independent under Nasdaq standards (Pratt and CEO Ryan Pratt are the only non‑independent directors); family relationship disclosed (father/son) |
| Committee assignments | None (not a member of Audit, Compensation, or Corporate Governance & Nominating) |
| Board attendance | In 2024, the Board met 10 times; each director attended at least 75% of Board and applicable committee meetings |
| Annual meeting attendance guideline | Corporate Governance Guidelines expect all directors to attend the Annual Meeting |
| Lead independent director / exec sessions | Board appointed James (Jed) E. Dunn as Lead Independent Director; duties include convening and conducting executive sessions |
Fixed Compensation
| Year | Cash Fees (Board/Committees) | Notes |
|---|---|---|
| 2024 | $20,000 | Reported “Fees Earned or Paid in Cash” for William J. Pratt |
| Policy effective 1/1/2025 | $20,000 Board retainer; +$10,000 per additional committee; +$12,500 per committee chair | Cash paid quarterly; equity awards granted on annual meeting date; equity vests after one year (see Performance Compensation) |
Performance Compensation
| Year | Award Type | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| 2024 | RSUs | $50,000 | Director awards vest fully on the first anniversary of grant date, subject to continued service | No performance metrics disclosed; awards are time-based |
- Equity award valuation used $2.50 per share for 2024 grants to Mr. Pratt (and certain peers) as the basis for grant-date fair value .
- Change-in-control: Vesting of all awards granted to non‑employee directors accelerates upon a Corporate Transaction .
- Clawback: All awards under the 2021 Plan are subject to clawback/recoupment pursuant to policy or law .
Other Directorships & Interlocks
| Relationship/Company | Type | Detail |
|---|---|---|
| Ryan Pratt (CEO/Chairman) | Familial interlock | William J. Pratt is Ryan Pratt’s father; Board deems William J. Pratt not independent |
| RF Micro Devices (now Qorvo, Inc.) | Prior public company board role | Chairman 1991–2002; historical experience, not a current directorship |
Expertise & Qualifications
- 30+ years in wireless/RF semiconductors; co‑founded RFMD; served as CTO until 2008 .
- Board leadership experience (former Chairman, RFMD) .
- B.S. in Electrical Engineering, Villanova University .
Equity Ownership
| Holder | Common Shares | Options (exercisable ≤60 days) | Warrants | Total Beneficial Ownership | % of Common Outstanding |
|---|---|---|---|---|---|
| William J. Pratt | 133,171 | 8,864 | 21,139 | 163,174 | 1.6% |
| Notes | Includes instruments exercisable within 60 days per SEC rules | Based on 10,326,940 common shares outstanding (Record Date: 3/24/2025) | |||
| Citations: |
Related-Party Exposure (Conflicts) – Key Disclosures
- Independence: The Board determined William J. Pratt is not independent; familial relationship to CEO disclosed .
- Convertible notes: In July 2023, the Company issued $790,000 of unsecured convertible notes—including $50,000 to Director William J. Pratt and $80,000 to CEO Ryan Pratt; family members acquired $630,000. Notes bore 8%–16% interest and automatically converted in the 2024 private placement on the same terms as other investors .
- Broader financing context (for governance assessment): Significant related‑party financing relationships also exist elsewhere on the Board (e.g., AMB Investments’ participation linked to Director Gary Smith), though this item pertains to another director and is cited to contextualize board‑level related‑party dynamics .
Say‑on‑Pay & Shareholder Feedback (Context)
- The Company is an “emerging growth company” and is exempt from holding a non‑binding shareholder advisory vote on executive compensation at this time .
Governance Assessment
-
Independence and potential conflicts: Mr. Pratt is not independent, with a direct family relationship to the CEO/Chairman; combined with his participation in Company financing via a 2023 convertible note, this elevates perceived conflict risk that investors often monitor closely .
-
Committee structure and checks: He holds no committee assignments (Audit, Compensation, or Governance), which helps mitigate conflict risk by excluding a non‑independent director from key oversight roles; a Lead Independent Director conducts executive sessions to balance CEO/Chairman duality .
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Engagement and alignment: He met the Company’s minimum attendance threshold in 2024, and his 1.6% ownership (including options/warrants exercisable within 60 days) provides economic alignment with shareholders .
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Director pay structure: Non‑employee director pay is modest and primarily time‑vested equity plus a small cash retainer; awards are subject to clawback, and director equity vests accelerate only upon a corporate transaction, which is standard but should be noted for change‑in‑control scenarios .
-
RED FLAGS:
- Not independent; family relationship to CEO/Chairman disclosed .
- Participation in Company financing through related‑party convertible note in 2023 (converted in 2024 private placement) .
-
SUPPORTING SIGNALS:
- No committee roles for a non‑independent director .
- Lead Independent Director in place; executive sessions conducted .
- Attendance ≥75% in 2024 .
- Ownership stake indicates skin‑in‑the‑game .
Notes:
- All data from Guerrilla RF, Inc. 2025 Definitive Proxy Statement (DEF 14A), filed April 1, 2025. Citations are provided inline.