Jeffrey H. Tepper
About Jeffrey H. Tepper
Independent director of Permian Resources (PR), age 59, serving since February 2016. Founder of JHT Advisors LLC (M&A advisory and investment firm); previously Head of Investment Banking and COO at Gleacher & Co., with oversight of operations, compliance, technology and financial reporting, and co-founder/president of Gleacher’s asset management (managed >$1B). Recognized by PR’s Board as the Audit Committee Financial Expert; holds an MBA from Columbia Business School and a BS in Economics (finance/accounting) from The Wharton School.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gleacher & Company, Inc. (and predecessors/affiliates) | Head of Investment Banking; COO; Co-founder/President of asset management | 1990–2013 | Led IB; firm management committee; oversaw ops/compliance/tech/financial reporting; co-founded mezzanine/hedge asset management managing >$1B; investment committee roles |
| Morgan Stanley & Co. | Financial analyst, M&A and merchant banking | 1987–1990 | Transaction execution (public company combinations, asset sales, LBOs) |
External Roles
| Organization | Role | Tenure | Notes/Focus |
|---|---|---|---|
| Agriculture & Natural Solutions Acquisition Corporation | Director | Since 2023 | Public company directorship |
| Solid Power, Inc. (f/k/a Decarbonization Plus Acquisition Corp III) | Director | 2021– | Public company directorship |
| Hyzon Motors, Inc. (f/k/a Decarbonization Plus Acquisition Corp) | Director | 2020–July 2021 | Former public company directorship |
Board Governance
- Independence and roles: Independent director; Audit Committee Chair and member of Nominating & Corporate Governance Committee; designated “audit committee financial expert.”
- Committee structure and meetings in 2024: Audit (5), Compensation (4), Nominating & Corporate Governance (4), ESG (4).
- Board attendance and engagement: Board held 6 meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served. Independent directors held four executive sessions and each independent director attended; all directors attended the 2024 Annual Meeting.
- Board structure: Declassified, annual elections; independent Board Chair (Steven D. Gray); majority voting standard in uncontested elections.
- 2025 director election support (signal of confidence): Tepper received 606,693,928 For, 33,419,671 Against, 609,934 Abstain, plus 60,109,910 broker non-votes.
Fixed Compensation (Director)
PR’s director program allows 100% equity election; in 2024 all directors elected stock for retainer and chair roles.
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Director Equity Award | $200,000 | Standard for non-employee directors (equity) |
| Annual Cash Retainer (electable in stock) | $87,500 | All directors took 100% in stock in 2024 |
| Audit Committee Chair Equity | $22,500 | Additional equity award for chair role |
| Total 2024 Director Compensation (Tepper) | $310,000 | Paid entirely as restricted stock; no cash fees |
As disclosed, Tepper’s 2024 director compensation was $310,000 in stock (aggregate grant date fair value under ASC 718).
Performance Compensation
- Not applicable to directors. PR does not disclose performance-based metrics (e.g., TSR or operational KPIs) for director pay; non-employee director compensation is delivered in time-based restricted stock and retainers (which can be taken in stock).
Other Directorships & Interlocks
- Current public boards: Agriculture & Natural Solutions Acquisition Corporation; Solid Power, Inc.
- Prior public board: Hyzon Motors, Inc. (ended July 2021)
- Compensation Committee interlocks: None disclosed for PR in 2024.
Expertise & Qualifications
- Financial oversight, M&A, capital markets, strategic planning/risk management; executive leadership; public company board experience.
- Audit Committee Financial Expert designation at PR.
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (Class A) | 177,567 shares (<1%) |
| Class C shares | 0 |
| Unvested director stock awards (12/31/2024) | 18,902 shares |
| Total outstanding stock awards (incl. unvested) | 261,830 shares |
| Stock ownership guidelines (non-employee directors) | 7x annual cash retainer |
| Compliance status (as of 12/31/2024) | All officers and non-employee directors were compliant or within transition period |
| Hedging/Pledging | Prohibited by policy; to company’s knowledge, in compliance |
Governance Assessment
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Strengths
- Independent Audit Chair with financial expert designation; robust audit oversight (financial reporting, related-person transaction review, cybersecurity, controls).
- Strong shareholder alignment in director pay (100% equity election by all directors in 2024); ownership guidelines at 7x cash retainer; anti-hedging/anti-pledging policy.
- Board structure aligned with best practices (independent chair, declassified board, majority voting, regular executive sessions).
- Shareholder support signals: Tepper re-elected with substantial “For” votes; Company’s say-on-pay support in 2025: 613,236,617 For, 15,546,354 Against, 11,940,563 Abstain; 2024 say-on-pay received ~80% support with subsequent engagement.
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Potential conflicts and related-party exposure
- PR disclosed several related-person transactions in 2024 involving affiliates of EnCap, NGP, Riverstone, Post Oak, and a vendor relationship with a company founded by another director; no transactions specifically identified with Tepper.
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RED FLAGS
- None identified specific to Tepper: no disclosed related-party transactions, hedging/pledging prohibited, attendance thresholds met, and strong election support.