Guerrilla RF 2023 executive compensation decreases Guerrilla RF 2023 executive compensation reflect pay cut decision

A decrease in base salary and stock equity awards lowered the total compensation for Guerrilla RF chief executive Ryan Pratt by 7% to $718,479 in fiscal 2023, the company reported in a regulatory filing on Wednesday.

The Greensboro wireless semiconductor company, with 66 local employees and 71 overall, provides monolithic microwave integrated circuits for the automotive, 5G infrastructure and cellular booster markets.

In September, Guerrilla RF disclosed in a regulatory filing that its management team agreed to take an indefinite 20% pay reduction. Among those affected are Pratt, chief financial officer John Berg, chief operating officer Mark Mason and chief business officer Kellie Chong.

Pratt's base salary was down 2.6% to $291,302. He received a $150,000 bonus - up from $115,040 in 2022. Stock equity awards were valued at $223,500 on the date they were awarded in 2023 - down from $300,000 in 2022.

There was $53,677 in other all compensation, foremost $39,599 in premiums paid on group health insurance, $11,041 match to his 401(k) account, $2,254 in premiums paid on group life insurance, and $763 on premiums paid for short- and long-term disability insurance.

Berg, the chief financial officer, was paid $274,108 in base salary (down 8.6%), a $75,000 bonus and $496,275 in total compensation (up 28.2%).

Mason, the chief operating officer, was paid $261,767 in base salary (down 14.5%), a $75,000 bonus and $497,117 in total compensation (up 23.6%).

Chong, the chief business officer, was paid $286,982 in base salary (down 6.6%), a $75,000 bonus and $509,441 in total compensation (down 1.6%).

The company said executive bonuses have not been paid as of the filing and "may ultimately be paid in the form of equity rather than cash."

For fiscal 2023, the company had an operating loss of $12.9 million, compared with a loss of $11.1 million in fiscal 2022.

The company will hold a virtual shareholder meeting at 9 a.m. May 2.

One of the agenda items is to approve amending the company's restated certificate of incorporation to lower the number of authorized shares to 50 million, which is proportional to the effect of the 1-for-6 reverse stock split that went into effect in April.

At that point, the number of outstanding shares dropped from 40.55 million to 6.76 million. It was at 7.89 million shares on Wednesday, according to MSN.com.

In most instances, a reverse-stock split is done to lift a stock above the $1 threshold to avoid being delisted by a stock market.

However, Guerrilla RF's motivation, as announced by its board of directors, was to meet the share price requirements for its stock "for the purpose of filing an application to uplist to a national exchange."

In July, Guerrilla said it would not proceed - for now - on an initial public offering with an expected listing with Nasdaq. Guerrilla said both moves have been postponed "due to unfavorable market conditions."

However, the company said it continues to prepare to up-list to a senior stock exchange. The stock trades on the Over-the-Counter market.

[email protected]@rcraverWSJ