Jeff Teper
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 .