Jeffrey H. Tepper

About Jeffrey H. Tepper

Jeffrey H. Tepper (age 59) is an independent director of Agriculture & Natural Solutions Acquisition Corporation (ANSC) and currently chairs the Audit Committee and serves on the Compensation Committee; the Board has designated him an “audit committee financial expert” . He has served on ANSC’s Board since November 2023; his background includes founder of JHT Advisors (M&A advisory), co‑founder of Gemini XIII (audio content and marketing), senior operating and investment banking roles at Gleacher & Company (head of investment banking, COO), and earlier experience at Morgan Stanley; he holds an MBA from Columbia Business School and a BS in Economics (finance, accounting) from The Wharton School . ANSC classifies Dr. Jennifer Aaker, Jeffrey H. Tepper, and Ted W. Hall as independent directors under NASDAQ standards .

Past Roles

External Roles

Board Governance

• Independence and structure: ANSC is a “controlled company” under NASDAQ rules (pre‑combination directors elected solely by Class B holders); Board deems Tepper independent under NASDAQ standards .
• Committee assignments: Audit Committee chair; Compensation Committee member; both committees comprise independent directors .
• Financial expertise: Board determined Tepper qualifies as an SEC “audit committee financial expert” .
• Attendance and engagement: In FY2024 the Board held four meetings and the Audit Committee held four; no director attended fewer than 75% of the meetings of the Board and their committees .
• Compliance note: ANSC temporarily fell below NASDAQ’s audit committee membership requirement when Dr. Aaker resigned (Mar 26, 2024) but regained compliance upon her reappointment (Mar 24, 2025) .
• Independent sessions: ANSC states independent directors will have regularly scheduled meetings at which only independent directors are present .

Fixed Compensation

ANSC discloses no director cash compensation of any kind prior to the closing of the initial business combination; only the $10,000/month administrative fee to a Sponsor affiliate is paid by the company .

Performance Compensation

Other Directorships & Interlocks

• Additional prior board seats include Alta Mesa Resources and multiple Riverstone‑affiliated SPACs (Decarb I–IV, Silver Run I/II), reinforcing extensive SPAC and energy sector network ties .

Expertise & Qualifications

• Capital markets/M&A operator: Former head of investment banking and COO at Gleacher; co‑founded asset management overseeing >$1B in mezzanine/hedge strategies .
• Audit/financial oversight: Designated “audit committee financial expert”; extensive finance and accounting background .
• Education: MBA, Columbia Business School; BS in Economics (finance, accounting), The Wharton School, University of Pennsylvania .
• SPAC governance: Service on six SPAC boards plus ANSC indicates deep familiarity with SPAC lifecycle, disclosure, and deal process .

Equity Ownership

Governance Assessment

• Strengths
  • Audit chair with SEC “financial expert” designation enhances financial oversight quality .
  • Independent director status and service on both audit and compensation committees; audit charter includes robust responsibilities (auditor oversight, related‑party transaction review) .
  • No director fell below 75% meeting attendance in FY2024; Board and Audit Committee met four times each .
• Risks/RED FLAGS
  • Controlled company status with directors elected by Class B holders prior to a deal; Board may not have a majority of independent directors pre‑combination .
  • SPAC sponsor incentives: Initial Shareholders acquired 8,625,000 founder shares at ~$0.003/share and independent directors also received founder shares at the original purchase price; upside is highly sensitive to deal completion rather than long‑term performance .
  • Related‑party and structural conflicts: Independent directors participated in purchasing Private Placement Warrants; Sponsor/affiliates can provide convertible Working Capital Loans (up to $1.5M) into warrants; Sponsor indemnities and fee arrangements create potential conflicts in transaction evaluation .
  • Corporate opportunity renunciation and multi‑fund obligations: Riverstone and Impact Ag affiliates manage other vehicles that may compete for deals; officers/directors may be required to present opportunities to other entities first .
  • Policy gaps: Company had not adopted an insider trading policy and has no hedging policy; these are atypical for listed issuers (expected to be addressed post‑combination) .
  • Network interlock: Tepper and fellow ANSC director Robert Tichio both serve on Permian Resources’ board, increasing potential information‑flow and related‑party considerations across energy‑focused entities .

Potential Conflicts & Related‑Party Exposure

• Founder equity economics: Initial Shareholders (including independent directors) hold Class B founder shares; value could be substantial upon successful business combination and conversion, creating an incentive to consummate a deal even if terms are less favorable to public shareholders .
• Private placement economics: Independent directors participated in purchasing Private Placement Warrants that become exercisable post‑combination (non‑redeemable, cashless exercise), further tying upside to deal completion .
• Sponsor financing: Working Capital Note outstanding of $838,405 as of Dec 31, 2024 (convertible into warrants at $1.00 at Sponsor’s option); up to $1.5M available under Working Capital Loans convertible on same terms .
• Ongoing fees: $10,000/month administrative fee paid to a Sponsor affiliate for support services (not paid to directors) .
• Indemnities: Sponsor and Warrant Holdings Sponsor agreed to indemnify to help preserve minimum trust value per public share in liquidation, underscoring Sponsor’s exposure if no deal closes .

Compensation Committee Analysis

• Composition and independence: All members independent (Dr. Jennifer Aaker, chair; Jeffrey H. Tepper; Ted W. Hall) .
• Mandate: Oversees CEO and officer compensation frameworks; implements incentive/equity plans; reviews director remuneration; may retain independent advisors subject to independence assessment .
• Pre‑combination practice: No compensation (cash or equity) paid to directors/officers for services prior to the initial business combination, aside from reimbursing reasonable expenses; thus, compensation committee activity is limited pre‑deal .

Other Disclosures Relevant to Governance

• Legal proceedings: No material litigation against the company or management in their capacity as such as of the 2025 proxy .
• Meeting compliance: 2025 annual meeting held to address NASDAQ Rule 5620(a) requirement; company regained audit committee compliance prior to meeting .

Summary Implications for Investors

• Tepper brings deep M&A and financial oversight experience and serves as audit chair/financial expert—positive for board effectiveness .
• However, SPAC‑typical economic structures (founder shares at nominal cost, warrant participation, convertible sponsor loans) and controlled company status concentrate incentives around deal completion; combined with gaps in insider trading/hedging policies pre‑combination, these are governance risk factors that merit monitoring through the de‑SPAC process and any subsequent policy enhancements .