Peter Barris
About Peter J. Barris
Independent director since September 2017; age 73. Background includes decades in venture capital at New Enterprise Associates (NEA), specializing in IT investing; Chairman Emeritus of NEA since 2019. Education: B.S., Northwestern University; M.B.A., Tuck School of Business at Dartmouth University. Independence affirmed by TEM’s Board for general Board service and for Audit and Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Enterprise Associates (NEA) | Managing General Partner | 1999–2017 | Led IT investing; senior leadership role |
| New Enterprise Associates (NEA) | Partner (joined firm) | 1992–2019 (retired end-2019) | Specialized in IT investing |
| NEA | Chairman Emeritus | 2019–present | Ongoing strategic stature |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sprout Social, Inc. (Nasdaq: SPT) | Director | Feb 2011–present | Not disclosed |
| Berkshire Grey, Inc. | Director | Apr 2016–Jul 2023 | Not disclosed |
| ZeroFox Holdings, Inc. | Director | Apr 2014–Jun 2023 | Not disclosed |
| NextNav Inc. | Director | Jul 2014–Aug 2022 | Not disclosed |
| Groupon | Director | Jan 2008–Aug 2022 | Not disclosed |
Board Governance
- Committees: Audit Committee member; Compensation Committee Chair; Executive Committee member .
- Independence: Board determined Barris is independent (Board, Audit, Compensation) under Nasdaq/SEC rules .
- Attendance: In 2024, Board met 4x; Audit 5x; Compensation 2x; Executive 2x. No director attended fewer than 75% of applicable meetings .
- Shareholder support: 2025 director election results for Barris—Votes For: 231,351,586; Withheld: 11,729,674; Broker Non-Votes: 16,157,514 .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Member Fees ($) | Total Cash Fees ($) | Notes |
|---|---|---|---|---|
| 2024 | 37,500 | Included within “Fees Earned or Paid in Cash” | 37,500 | Per Director Compensation table |
Non‑Employee Director Compensation Policy (effective IPO Date):
- Annual cash retainer $50,000; +$12,500 for non‑executive chair or lead independent director if any .
- Additional $12,500 per year for membership on Audit, Compensation, and Nominating & Corporate Governance Committees .
- Directors may elect to receive cash compensation in RSUs, vesting quarterly over the applicable period .
Performance Compensation
| Grant Type | Grant Date / Event | Shares / Fair Value | Vesting | Notes |
|---|---|---|---|---|
| IPO RSU grant (to all non‑employee directors) | Sep 13, 2024 (vesting commencement) | 13,514 RSUs; $500,000 grant date fair value | Quarterly installments over 5 years, subject to service | Policy statement |
| Annual RSU grant | Annual meeting date each year | $125,000 grant date fair value | Vests by next annual meeting or first anniversary | Policy statement |
| Barris—Stock Awards recognized FY2024 | 2024 | $500,018 | As granted under 2015/2024 plans (RSUs) | Per compensation table |
| Barris—Outstanding RSUs | As of Dec 31, 2024 | 12,838 RSUs | As per plan terms | Outstanding balances |
- No director options disclosed for 2024; equity is time-based RSUs (no performance metrics tied to director compensation) .
Other Directorships & Interlocks
| Entity | Relationship to TEM | Potential Interlock/Conflict Consideration |
|---|---|---|
| NEA | Barris is Chairman Emeritus | Another TEM director, Scott Gottlieb, is an NEA partner; Board affirmed independence after reviewing relationships . |
| PwC (auditor) | TEM audit firm | Audit Committee (includes Barris) oversees auditor independence and pre‑approvals; fees disclosed; committee solely independent . |
Expertise & Qualifications
- Investment management and financial expertise from senior NEA roles; extensive public board experience .
- Not designated as “audit committee financial expert” (Belcher and Frederick are)—signals focus on comp/governance oversight rather than audit technicals .
Equity Ownership
| Holder | Class A Shares (Number) | Class A Ownership (%) | Class B Shares (Number) | Class B Ownership (%) | Notes |
|---|---|---|---|---|---|
| Peter J. Barris | 102,027 | <1% | — | — | As of March 18, 2025; footnote confirms composition . |
Policy Alignment:
- Hedging/Pledging prohibited for directors (no disclosed pledges by Barris) .
- Directors may defer RSU settlement to separation or change‑in‑control under the Non‑Employee Directors Deferred Compensation Plan .
Governance Assessment
- Strengths: Independent director with deep compensation/governance remit as Compensation Committee Chair; Audit Committee membership supports financial oversight; strong equity alignment via RSUs; attendance above minimum threshold; robust policies on hedging/pledging and clawbacks (for executives) .
- Signals: High shareholder support in 2025 director vote indicates investor confidence in Board composition and Barris’ candidacy .
- Potential risks/considerations:
- NEA affiliations on the Board (Barris, Gottlieb) increase network interlocks; Board independence review explicitly considered related relationships and affirmed independence—ongoing monitoring recommended .
- Related‑party transaction (aircraft charter with CEO affiliate) is overseen by Audit Committee; while not linked to Barris, continued scrutiny of related‑party approvals is prudent .
Overall: Barris’ chair role on Compensation, independent status, and equity-heavy director pay support alignment and oversight quality; interlocks through NEA are mitigated by formal independence determinations and committee structures .