Jeff Tuder
About Jeff Tuder
Independent director of GCT Semiconductor Holding, Inc. since March 2024; currently a member of GCTS’s Compensation Committee, with term expiring at the 2027 annual meeting . Age 52; B.A. in English Literature from Yale College . Background spans public-company governance and special situations investing: CEO of Concord Acquisition Corp II, former CEO/board member of Concord Acquisition Corp III (the SPAC that combined with GCT), CFO of Digital Asset Acquisition Corp (DAAQ) and Real Asset Acquisition Corp (RAAQ), and Operating Partner at Atlas Merchant Capital . The Board has affirmatively determined he is independent under NYSE listing standards .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| Concord Acquisition Corp III | CEO and board member prior to GCT business combination | Not disclosed | Led SPAC that merged with GCT; joined GCTS Board at Closing |
| Concord Acquisition Corp II | CEO | Not disclosed | Ongoing SPAC leadership |
| Digital Asset Acquisition Corp (Nasdaq: DAAQ) | CFO | Not disclosed | SPAC finance leadership |
| Real Asset Acquisition Corp (Nasdaq: RAAQ) | CFO | Not disclosed | SPAC finance leadership |
| Atlas Merchant Capital | Operating Partner | Joined September 2020 | Investment and governance expertise |
| Tremson Capital Management | Founder | Not disclosed | Public equity, private equity and credit investing |
| JHL Capital Group | Investment professional | Not disclosed | Multi-strategy hedge fund experience |
| KSA Capital Management | Investment professional | Not disclosed | Deep value long/short experience |
| CapitalSource Finance | Managing Director & Head of Special Opportunity credit | Not disclosed | Credit investing leadership |
| Fortress Investment Group | Private equity professional | Not disclosed | Underwriting private equity investments |
| Nassau Capital, LLC | Private equity professional | Not disclosed | Princeton endowment private assets |
| ABS Capital Partners | Private equity professional | Not disclosed | Growth equity experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Inseego Corporation (Nasdaq: INSG) | Chairman of the Board | Public | Current role |
| Unico American (Nasdaq: UNAM) | Director (prior) | Public | Prior board service |
| SeaChange International (Nasdaq: SEAC) | Director (prior) | Public | Prior board service |
| Nam Tai Properties (NYSE: NTP) | Director (prior) | Public | Prior board service |
| Concord Acquisition Corp II | CEO | Public (SPAC) | Current leadership role |
| Digital Asset Acquisition Corp (DAAQ) | CFO | Public (SPAC) | Current leadership role |
| Real Asset Acquisition Corp (RAAQ) | CFO | Public (SPAC) | Current leadership role |
Board Governance
- Board classification: Class III director; term ends at 2027 annual meeting .
- Independence: Board determined Tuder is independent; all committee members (Audit, Compensation, Nominating & Governance) are independent .
- Committee assignments: Compensation Committee member (Committee currently chaired by Dr. Kyeongho Lee; other members Robert Barker and Jeff Tuder) .
- Attendance: Board held 7 meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served . Audit Committee held 8 meetings in 2024; Compensation Committee held 3 meetings in 2024 .
| Committee | Role | 2024 Meetings | Independence (committee) |
|---|---|---|---|
| Compensation | Member | 3 | All members independent |
| Audit | Not a member | 8 | Committee independent; Chair is financial expert (Robert Barker) |
| Nominating & Corporate Governance | Not a member | Not disclosed | Committee independent |
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $47,500 for Jeff Tuder | Paid quarterly |
| Committee member fees | Compensation Committee Member: $5,000 | Paid quarterly based on service |
| Committee chair fees | Audit Chair: $15,000; Compensation Chair: $10,000; Nominating & Governance Chair: $10,000 | N/A for Tuder (non-chair) |
| 2024 actual cash earned (Tuder) | $39,375 | $35,625 board retainer + $3,750 Compensation Committee member fees for Q2–Q4 2024 |
- Director compensation (2024): Tuder total $121,875, comprised of $39,375 cash and $82,500 stock awards (grant-date value) .
Performance Compensation
| Award Type | Grant Date | Target/Value | Determination & Shares | Vesting | Deferral |
|---|---|---|---|---|---|
| RSU (annual director grant under 2024 Plan) | June 27, 2024 | $110,000 | Quarterly share count = $27,500 / FMV on quarter-end dates: 6/28/2024 FMV $5.21 → 5,278 shares; 9/30/2024 FMV $3.35 → 8,208 shares; 12/31/2024 FMV $2.33 → 11,802 shares; last determination 3/31/2025 (not listed in table) | Cliff vests 3/31/2025 (continued service) | Tuder elected to defer issuance until earliest Distribution Event (separation, change in control, death, disability) for determinations on/after 9/30/2024 |
Performance metrics: None disclosed for director equity (time-based RSUs, not performance-conditioned) .
Policies:
- Clawback policy adopted March 15, 2024 (covers executive officers; recovers incentive compensation after restatements; methods include reimbursement, cancellation, offsets) .
- Insider Trading Policy prohibits hedging and short sales; pledging or margin requires pre-approval; prohibits trading derivatives of GCT securities .
Other Directorships & Interlocks
- Current public chair role at Inseego (INSG) .
- SPAC leadership roles (Concord II CEO; DAAQ/RAAQ CFO) may create time/attention considerations; GCTS Board has affirmed independence and no material disqualifying relationship for Tuder .
- Concord III (the SPAC merging with GCT): no compensation/fees to Sponsor or management for services prior to/at Business Combination; Tuder joined GCTS Board at Closing and is compensated per Board policy .
Expertise & Qualifications
- Corporate governance and financing expertise; management of public companies and strategic/investment transactions (Board rationale for qualification) .
- Education: B.A., Yale College .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Jeff Tuder | 42,301 | <1% | Footnote indicates calculation includes 55,821,690 shares outstanding; also references 20,734 Private Placement Warrants allocated at Concord’s discretion to Tuder for calculation context |
Related sponsor/warrant context:
- Sponsor Incentive Allocation at closing assigned 2,087,350 Private Placement Warrants and 1,399,107 common shares to certain stockholders (not individually enumerated in that section) .
- Footnote specific to Tuder references 20,734 Private Placement Warrants allocated at Concord’s discretion (context for ownership calculation) .
Pledging/Hedging:
- Policy prohibits hedging transactions and short sales; pledging requires pre-approval per Insider Trading Policy .
Governance Assessment
- Independence and committee effectiveness: Tuder is an independent director and active member of the Compensation Committee; Board and committee structures comply with NYSE independence standards; Board met 7 times in 2024; each director met at least 75% attendance; Compensation Committee met 3 times, which is reasonable for a newly public company year .
- Alignment and incentives: Director pay mix balances cash and equity (2024: $39,375 cash; $82,500 stock awards); RSUs vest annually and Tuder elected to defer share issuance, signaling long-term alignment; maximum director comp capped at $500,000 per calendar year under the plan .
- Potential conflicts and related-party exposure: As CEO/leader of the SPAC that merged with GCT and ongoing SPAC roles, monitoring is warranted; however, the company disclosed no fees to the Sponsor or its management for services prior to/at the Business Combination, and the Board affirmed Tuder’s independence; footnotes disclose a modest allocation of Private Placement Warrants to Tuder, which should be tracked for any future exercises or perceived incentives .
- Controls and policies: Clawback policy (executive-focused) and stringent hedging/pledging prohibitions enhance governance posture; current committee charters and Corporate Governance Guidelines are adopted and available .
- RED FLAGS:
- Section 16 compliance: Company disclosed two late Forms 4 for Tuder in 2024—administrative lapse but noteworthy for compliance monitoring .
- Sponsor/warrant linkage: Footnote indicates 20,734 Private Placement Warrants allocated to Tuder; while small, such linkages from SPAC combinations can draw investor scrutiny; disclosure and independence determinations mitigate but should be monitored .