Jeff Teper
Lead Independent Director at AVPT
Board
About Jeff Teper
Jeff Teper (age 60) is AvePoint’s Lead Independent Director. He has served on the AvePoint board since 2014 (predecessor company) and continued as a director post-SPAC; he is President, Microsoft 365 Collaborative Apps and Platforms at Microsoft, where he has worked since March 1992. He holds an MBA from Harvard Business School and a bachelor’s degree from New York University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AvePoint (predecessor and current) | Director; Lead Independent Director | Board since Dec 2014 (predecessor); current AvePoint director since July 2021 | Lead Independent Director responsibilities include presiding over independent director sessions, liaison role, and agenda-setting with Executive Chairman . |
| Microsoft Corporation | President, Microsoft 365 Collaborative Apps and Platforms; employee since 1992 | Since March 1992 (current title as disclosed) | Deep ecosystem experience relevant to AvePoint’s Microsoft-aligned strategy . |
External Roles
| Category | Details |
|---|---|
| Other public company boards | Serves on one other public company board (company name not disclosed in proxy) . |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board affirmed Teper is independent under Nasdaq Rule 5605 . |
| Lead Independent Director | Elected Lead Independent Director; duties include presiding over meetings without Executive Chairman, liaison to CEO/Executive Chairman, consulting on agendas/schedules, and leading executive sessions of independent directors . |
| Committees (2024) | Audit Committee (Member); Compensation Committee (Member); Nominating & Corporate Governance Committee (Chair) . |
| Attendance | In 2024, each director attended ≥75% of aggregate Board and committee meetings on which they served; all directors attended the 2024 annual meeting . |
| Say-on-Pay sentiment | 2024 say‑on‑pay approval: 92.44% . 2025 say‑on‑pay vote count: For 154,070,585; Against 4,046,965; Abstain 47,477; Broker non‑votes 14,081,159 . |
Fixed Compensation
Non-employee director compensation structure (effective May 22, 2024):
- Cash: $36,000 annual retainer; committee membership fees—Audit $10,000, Compensation $6,000, NCGC $4,000; chair fees—Audit $20,000, Compensation $14,000, NCGC $10,000; Lead Independent Director $15,000 .
- Equity: $175,000 RSU initial grant (vests in one year) and $175,000 annual RSU grants (subject to annual approval; vest annually). RSUs for non-employee directors vest immediately upon death, disability, retirement, or termination in connection with a change in control .
- No pensions or medical benefits for non-employee directors; expenses reimbursed .
Teper’s actual director pay:
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $62,000 | $73,500 |
| Stock Awards (Grant-Date Fair Value) | $175,000 | $175,000 |
| Total | $237,000 | $248,500 |
Performance Compensation
Director equity awards are time-based (not performance-based).
| Feature | Terms |
|---|---|
| RSU vesting (directors) | Annual grants vest after one year; immediate vest on death, disability, retirement, or termination in connection with change in control . |
| Performance metrics tied to director compensation | None disclosed; director RSUs are time-based . |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee interlocks | None; no member (including Teper) is/was an officer/employee; no interlock relationships as defined by SEC rules . |
| Shared directorships/conflicts | Proxy does not disclose any related-party transactions involving Teper; Board has a Related Person Transaction Policy (updated Dec 26, 2023) and approved one transaction in Feb 2025 unrelated to Teper . |
| Other public boards | Teper serves on one other public company board (not named) . |
Expertise & Qualifications
- Executive leadership and technology domain expertise tied to Microsoft ecosystem; relevant to AvePoint’s strategy and partnership orientation .
- Governance experience as Lead Independent Director and NCGC Chair overseeing board composition and governance guidelines .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Shares owned directly/indirectly | 50,830 | 290,372 |
| Options exercisable within 60 days | 495,561 | 264,260 |
| Total beneficial ownership (shares+derivatives within 60 days) | 546,391; 0.30% of class | 554,632; 0.27% of class |
| Hedging/pledging | Directors prohibited from hedging or pledging AvePoint equity under Insider Trading Policy . |
Governance Assessment
- Committee leadership and independence: Strong governance positioning—Lead Independent Director and NCGC Chair, with membership on Audit and Compensation Committees; independence affirmed under Nasdaq standards. This structure enhances oversight and board effectiveness .
- Alignment and incentives: Director pay mix emphasizes equity (~75%) to align with shareholder outcomes; cash components reflect committee service and LID responsibilities. Actual cash/equity awards are consistent with policy and market-calibrated via independent consultant (Compensia) .
- Ownership and policies: Material beneficial ownership with exercisable options; anti-hedging/pledging policies bolster alignment and mitigate risk .
- Red flags/risks: A late Section 16(a) Form 4 filing for Teper in 2023 (administrative error) is a minor compliance blemish; no related-party transactions disclosed involving Teper. Attendance thresholds and annual meeting participation are met, supporting engagement .
- Investor sentiment: Strong say‑on‑pay support (92.44% in 2024), and 2025 say‑on‑pay approval by wide margin suggests investor confidence in governance and compensation frameworks .