Jeffrey Tuder
INSEEGOAbout Jeffrey Tuder
Jeffrey Tuder (age 52) has served on Inseego’s Board since June 2017. He is Founder and Managing Member of Tremson Capital Management and CEO of Concord Acquisition Corp II, with prior investment roles at KSA Capital and JHL Capital and earlier experience at CapitalSource Finance and Fortress Investment Group; he holds a BA from Yale College . He is an independent director under Nasdaq rules, serves as Chair of the Audit Committee and Chair of the Compensation Committee, is a member of the Nominating & Corporate Governance Committee, and has been recognized by the Board as an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CapitalSource Finance, LLC | Managing Director | Prior to 2015 (years not specified) | Credit/investment leadership |
| Fortress Investment Group, LLC | Private Equity Investment Team | Prior to 2015 (years not specified) | PE deal evaluation |
| KSA Capital Management, LLC | Investment role | Prior to 2015 | Public markets investing |
| JHL Capital Group, LLC | Investment role | Prior to 2015 | Public markets investing |
| Nassau Capital | Investment capacity | Early career | Private investments |
| ABS Capital Partners | Investment capacity | Early career | Growth equity investments |
| MRV Communications, Seachange International, Unico American, NamTai Property | Director (prior public boards) | Prior years | Governance oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tremson Capital Management, LLC | Founder & Managing Member | Since Apr 2015 | Investment strategy leadership |
| Concord Acquisition Corp II | Chief Executive Officer | Current | SPAC leadership; potential deal exposure |
| GCT Semiconductor Holding, Inc. (NASDAQ: GCTS) | Director | Current | Public company governance |
Board Governance
- Independence: The Board determined Tuder is independent under Nasdaq listing standards .
- Committee assignments (current): Chair—Audit; Chair—Compensation; Member—Nominating & Corporate Governance .
- Board leadership: Appointed independent Chair of the Board in Feb 2025; previously served as independent Chair Aug 2022–Feb 2024 .
- Attendance: Board met 14 times in 2024; all incumbent directors attended at least 75% of Board and committee meetings during their service period .
- Audit expertise: Board determined Tuder meets SEC “audit committee financial expert” requirements .
- Compensation Committee interlocks: In 2024, Compensation Committee comprised independent directors (including Tuder); Philip Brace was removed upon appointment as Executive Chairman .
| Committee | Role | 2024 Meeting Frequency |
|---|---|---|
| Audit Committee | Chair | 4 meetings |
| Compensation Committee | Chair | 8 meetings |
| Nominating & Corporate Governance | Member | 5 meetings |
Fixed Compensation
| Component | Standard Structure (2024) | Notes |
|---|---|---|
| Board Annual Cash Retainer | Chair $80,000; Member $40,000 | Independent directors only; employee Chair not paid beyond salary |
| Audit Committee | Chair $20,000; Member $10,000 | Annual |
| Compensation Committee | Chair $14,000; Member $6,000 | Annual |
| Nominating & Corporate Governance | Chair $10,000; Member $5,000 | Annual |
| Ad hoc committees | Additional compensation possible | Board discretion |
| Special Projects Fee (Tuder) | $35,000/month | Temporary increase through June 30, 2024 for Board-assigned projects |
| Director (2024) | Fees Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jeffrey Tuder | 219,667 | 125,000 | 344,667 |
Performance Compensation
- Director equity: Non-management directors receive RSUs (time-based, not performance-based). Initial RSU award $145,000 vesting in three equal annual installments; annual RSU award $125,000 vesting fully on the first anniversary .
- Tuder’s 2024 equity: $125,000 grant-date fair value RSUs; outstanding at 12/31/2024 included 7,655 unvested stock awards and 5,690 options outstanding .
| Equity Grant Type | Value ($) | Vesting Schedule | Applies to |
|---|---|---|---|
| Initial RSU upon joining | 145,000 | 1/3 annually over 3 years | All non-management directors |
| Annual RSU | 125,000 | 100% on 1st anniversary | All non-management directors |
| Jeffrey Tuder RSUs (2024) | 125,000 | Per annual RSU schedule | Tuder |
Reference (executive bonus metrics, not tied to director pay):
- 2024 annual executive bonuses were based on Company revenue and Adjusted EBITDA with payouts from 0–150% of target; actual payout was 142% based on exceeding sales and Adjusted EBITDA targets .
| Metric (Executives) | Target/Payout Framework | 2024 Outcome |
|---|---|---|
| Revenue | 0–150% payout range | Above target; payout factor 142% |
| Adjusted EBITDA | 0–150% payout range | Above target; payout factor 142% |
Other Directorships & Interlocks
| Person/Entity | Relationship to INSG | Notes |
|---|---|---|
| James B. Avery | Director; Senior Managing Director, Tavistock Group (affiliate of Golden Harbor) | Golden Harbor and affiliates beneficially own >5%; related-party transactions with loans, notes, warrants |
| Brian Miller | Director; sole shareholder of NS Manager (affiliate of North Sound Partners) | North Sound and affiliates beneficially own >5%; exchange transactions and warrants |
| Jeffrey Tuder | Independent Director; CEO Concord Acquisition Corp II; Director GCT Semiconductor | No disclosed related-party transactions with INSG entities – |
Expertise & Qualifications
- Financial expert: Designated “audit committee financial expert” under SEC rules .
- Investment and governance experience: Extensive hedge fund, private equity, and public board governance; creative approach to maximizing long-term shareholder value cited by the Board .
- Education: BA, Yale College .
Equity Ownership
| Holder | Shares Owned (#) | Right to Acquire within 60 days (#) | Total Beneficial Ownership (#) | % of Outstanding |
|---|---|---|---|---|
| Jeffrey Tuder | 51,633 | 5,690 | 57,323 | <1% |
| Security Type | Count (as of 12/31/2024) |
|---|---|
| Unvested Stock Awards (RSUs) | 7,655 |
| Option Awards Outstanding | 5,690 |
Alignment policies:
- Hedging and pledging: Prohibited for executive officers and directors under Insider Trading Policy (short sales, puts/calls, hedging, pledging) .
- Ownership guidelines: Neither Board nor Compensation Committee has established stock ownership guidelines for directors or executives historically .
Governance Assessment
-
Strengths
- Independent director with deep financial acumen; serves as Chair of Audit and Compensation, and is SEC-designated financial expert—enhancing oversight of financial reporting and pay practices .
- Board leadership experience (independent Chair in 2025 and Aug 2022–Feb 2024), indicating trust and influence in governance .
- Attendance expectations met across Board (≥75% in 2024), supporting engagement; Board committees met regularly, demonstrating active oversight .
- Anti-hedging/pledging policy reduces misalignment risk; clawback policy (executive officers) in place for material restatements, reinforcing accountability culture .
-
Areas to watch / potential red flags
- Significant related-party financing and exchange transactions with affiliates of large shareholders represented on the Board (Golden Harbor/Tavistock via Avery; North Sound via Miller), including notes, warrants, and loan participation—heightened conflict risk requiring robust recusal and Audit Committee oversight under Tuder’s chairship – .
- No stock ownership guidelines for directors or executives historically—potential gap in long-term alignment; Tuder’s personal stake is <1%, though he holds RSUs/options .
- Temporary special-projects cash arrangement paid to Tuder ($35,000/month through June 30, 2024) may be perceived as atypical for independent directors; clear disclosure mitigates but warrants scrutiny for independence optics .
- Concentrated ownership: two 5%+ holders (Golden Harbor affiliates ~19.2%; North Sound affiliates ~19.9%)—influence dynamics require vigilant independent leadership and stringent related-party controls .
-
Say-on-pay context
- 2024 say-on-pay support of ~95.8% indicates investor acceptance of executive pay design; continued monitoring of director pay practices advisable given special cash arrangements .
Overall implication: Tuder’s financial expertise and committee leadership are positives for board effectiveness. The board’s related-party financing history elevates the need for strong, documented recusals and rigorous Audit/Nominating oversight—areas directly under Tuder’s remit. Strengthening ownership guidelines could improve perceived alignment for all directors.