Stephen Courter
About Stephen E. Courter
Independent director since 2008 (age 70), Courter is a seasoned technology/telecom executive and finance professional; he currently serves on the faculty at the University of Texas at Austin’s McCombs School of Business teaching MBA courses in strategy and new venture creation and is Audit Committee Chair at Upland Software (NASDAQ: UPLD) . His background includes CEO roles at Broadwing Communications (2006–2007) and NEON Communications (2000–2006), prior executive roles at KPMG, IBM and Sprint, and earlier service as a U.S. Army officer; he holds an MBA from George Washington University and a B.S. in Finance from Penn State .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Broadwing Communications | Chief Executive Officer | 2006–2007 | Led telecom operations and strategy |
| NEON Communications | Chief Executive Officer; Director | 2000–2006; Director 2001–2006 | Ran fiber network business; board oversight |
| GLOBIX | Director | 2006–2007 | Governance oversight |
| KPMG, IBM, Sprint | Various executive positions (U.S. and Europe) | Not disclosed | Finance/operations leadership |
| U.S. Army | Officer | Early career | Leadership foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Upland Software (NASDAQ: UPLD) | Director; Audit Committee Chair | Current | Audit leadership; financial oversight |
| UT Austin – McCombs School | Faculty (MBA strategy/new venture creation) | Current | Academic expertise; governance-relevant skillset |
Board Governance
- Committee assignments: Audit & Risk Committee Chair; Corporate Governance & Nominating Committee member .
- Independence: Board affirmatively determined Courter is independent under Nasdaq and SEC standards; all standing committees are fully independent .
- Audit committee leadership/effectiveness: The Audit & Risk Committee met seven times in 2024; Courter is designated the “audit committee financial expert.” Attendance exceptions listed did not include Courter, implying full attendance .
- Board attendance and engagement: Board held five formal meetings in 2024; all incumbent members attended each meeting except one absence by Ms. Webb de Macías, indicating Courter’s full attendance. Independent directors held executive sessions at each regularly scheduled meeting .
- Shareholder support signal: In the June 12, 2025 annual meeting, Courter received 49,387,304 votes “for” and 323,873 “withheld” (strong support); Say‑on‑pay passed (44,879,252 “for,” 4,813,993 “against”) and the equity plan amendment passed (47,480,407 “for,” 2,201,294 “against”) .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Cash retainer (annual) | $75,000 | $75,000 |
| Equity (annual RSU grant fair value) | $25,000 | $25,000 |
| Total | $100,000 | $100,000 |
- Policy: Non‑employee directors receive $75,000 per 12‑month period (paid quarterly). Each June 30, they receive a deferred stock award valued at $25,000, pro‑rated for partial service; directors may elect stock in lieu of cash .
- Automatic grant/vesting mechanics: Outside directors receive automatic RSU awards annually; RSUs vest and settle in shares on January 31 following the June 30 award date (e.g., RSUs for services July 1, 2024–June 30, 2025 vest Jan 31, 2026) .
Performance Compensation
- Directors do not receive performance‑based bonuses or PSUs; their equity is time‑based per policy. No director meeting fees beyond the standard retainer and annual RSU noted .
| Metric | Value | Vesting/Trigger |
|---|---|---|
| Annual Director RSU Grant (fair value) | $25,000 | Vests on January 31 following June 30 service year |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Conflict / Interlock |
|---|---|---|---|
| Upland Software (UPLD) | Application Software | Director; Audit Chair | No disclosed business dealings with Cadiz; low direct conflict risk |
- Related‑party transactions: Company disclosed financing involving the Heerema Group (major shareholder) and a 2024 registered direct offering; no transactions involving Courter were disclosed .
Expertise & Qualifications
- Finance, accounting, technology industry, and cybersecurity expertise; extensive executive leadership experience .
- Designated Audit Committee Financial Expert under Item 407(d)(5), reinforcing audit quality and oversight .
- Academic role in strategy/new ventures (UT Austin), augmenting board skill mix for capital allocation and risk .
- Degrees: MBA (George Washington University) and B.S. in Finance (Pennsylvania State University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Stephen E. Courter | 67,277 | <1% | No pledged shares disclosed; policy discourages pledging absent approval |
- Director stock ownership policy encourages equity ownership; compensation structure includes stock awards for alignment (no specific multiple disclosed) .
- Anti‑hedging and pledging policy prohibits hedging and pledging without approval (alignment safeguard) .
- Section 16 compliance: 2024 late filings noted for other insiders (Speer, Rivera); no late filings indicated for Courter .
Governance Assessment
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Strengths:
- Independent Audit Chair with “financial expert” designation; strong committee cadence (7 meetings) and full attendance underpin robust financial reporting and risk oversight .
- Additional service on Governance & Nominating enhances board refreshment and policy oversight .
- Strong shareholder support for Courter’s election and for compensation/governance proposals in 2025 indicates investor confidence in board oversight .
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Alignment:
- Standardized director pay ($75k cash + $25k equity) and annual RSU vesting schedule promote ownership without excessive entitlements .
- Anti‑hedging/pledging and independent committee composition reduce misalignment and conflict risks .
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Monitoring focus areas:
- Concentrated ownership (Heerema Group ~35.5% with convertibles/warrants) increases the importance of rigorous independent oversight and minority shareholder protections; Courter’s audit leadership is a positive counterbalance .
- Continued transparency on related‑party financing terms and dilution implications from equity plan expansions (approved by shareholders) will be important to maintain investor confidence .
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Red Flags observed: None specific to Courter—no related‑party exposures or attendance issues disclosed; committee independence and governance policies are robust .