Stephen E. Courter
Upland SoftwareAbout Stephen E. Courter
Stephen E. Courter, age 70, has served as an independent Class I director of Upland Software since September 2014 (current term expires at the 2027 annual meeting). He chairs the Audit Committee and serves on the Compensation Committee. Courter is on the faculty of the McCombs School of Business at the University of Texas at Austin (since 2007). Previously, he was CEO of Broadwing Communications (2006–2007), Chair and CEO of Neon Communications (2000–2006), and CEO of Enertel in the Netherlands (1998–2000). He holds a B.S. in Finance from Penn State and an MBA from The George Washington University, and holds the rank of Major in the U.S. Army Reserves .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Broadwing Communications | Chief Executive Officer and Board Member | 2006–2007 | Led telecom operator; executive leadership experience |
| Neon Communications | Chair and Chief Executive Officer | 2000–2006 | Led company through telecom market cycles; executive leadership |
| Enertel (Netherlands) | Chief Executive Officer | 1998–2000 | International operating experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Texas at Austin (McCombs) | Faculty (MBA program; study abroad leader) | 2007–present | Academic leadership; governance/strategy perspective |
| Cadiz Inc. (Nasdaq: CDZI) | Independent Director | 2008–present | Chair of Audit & Risk; member, Nominating & Corporate Governance |
Board Governance
- Independence and tenure: The Board determined Courter is independent under Nasdaq and SEC rules; he is one of four independent directors on a six-member board . He is a Class I director (term through 2027) .
- Committee assignments and roles:
- Audit Committee: Chair; designated audit committee financial expert. The committee oversees financial reporting, auditor engagement, related-party review, risk management (including ERM, investment policies, and semi-annual cybersecurity review). Audit Committee met 6 times in 2024 .
- Compensation Committee: Member; oversees executive/director pay policies and engages an independent consultant (Korn Ferry, effective Aug 1, 2024). Committee met 5 times in 2024 .
- Board and committee attendance: In 2024, each director attended 100% of Board and assigned committee meetings; the Board met 4 times. Directors also attended the 2024 annual stockholder meeting .
- Independent oversight: Board has a Lead Independent Director (David D. May) and holds executive sessions without management; all standing committees are fully independent .
- Related-party controls: Audit Committee reviews related-party transactions; the company reports no related-party transactions ≥$120,000 since Jan 1, 2024 .
Committee Snapshot
| Committee | Role (Courter) | 2024 Meetings | Key Oversight |
|---|---|---|---|
| Audit | Chair | 6 | Financial reporting, ICFR, auditor, related-party review, ERM, cybersecurity (semi-annual) |
| Compensation | Member | 5 | Executive/director comp, incentive design, consultant oversight (Korn Ferry; previously NFP) |
| Nominating & Governance | — | 4 | Board composition, ESG, independence assessments (Courter is not a member) |
Fixed Compensation (Director)
| Component | Amount ($) | Detail |
|---|---|---|
| Annual cash retainer | 30,000 | Standard non-employee director retainer |
| Audit Committee Chair fee | 20,000 | Chair fee |
| Compensation Committee member fee | 5,000 | Member fee |
| Fees earned (2024 actual) | 55,000 | Matches role mix above |
- Policy: No meeting fees; committee retainers as above; directors reimbursed for expenses .
Performance Compensation (Director Equity)
- Structure: Annual RSUs that vest in equal quarterly installments; in 2024 the Board elected a reduced annual grant of 25,000 RSUs (~$55,750 grant-date value) versus the standard ~$175,000, to preserve shares under the 2024 Plan .
- Vesting: Director RSUs vest in equal quarterly installments beginning ~3 months after vest commencement; annual awards generally commence on the 16th day of the month of the annual meeting .
| Grant date | Award | Number | Grant-date FV ($) | Vesting | Unvested as of 12/31/2024 |
|---|---|---|---|---|---|
| 11/04/2024 | RSUs (annual) | 25,000 | 55,750 | Equal quarterly installments | 12,500 |
- Options: Courter holds 37,941 options (fully vested as of 12/31/2024) .
Note: There are no performance-conditioned equity awards for directors; time-based RSUs are intended to align with shareholder value creation via stock price .
Other Directorships & Interlocks
| Company | Ticker | Role | Committees |
|---|---|---|---|
| Cadiz Inc. | CDZI | Director (since 2008) | Chair: Audit & Risk; Member: Nominating & Corporate Governance |
- Compensation Committee interlocks: None; Courter and his fellow Compensation Committee members were not officers/employees, had no Item 404 relationships, and no reciprocal comp committee interlocks in 2024 .
Expertise & Qualifications
- Audit committee financial expert; extensive finance literacy .
- Former CEO/chair roles in telecom; international operating experience .
- Academic leadership (UT Austin) and corporate governance experience (Cadiz) .
- Education: B.S. Finance (Penn State); MBA (George Washington University) .
- Independence confirmed by the Board (April 2025) .
Equity Ownership
| Holding type | Amount | Notes |
|---|---|---|
| Common stock beneficially owned | 92,982 | Beneficial ownership includes options exercisable within 60 days |
| Direct shares with current voting power | 55,041 | Options do not vote until exercised |
| Options (exercisable) | 37,941 | Fully vested; counted in beneficial ownership |
| Unvested RSUs | 6,250 | As of 4/14/2025 record date (excludes from beneficial count) |
| Ownership as % of outstanding | <1% | Asterisk denotes <1% per table |
- Hedging/pledging: Prohibited for all directors and employees (no short sales, margin, pledging, or derivatives) .
Director Compensation Mix (2024)
| Name | Cash Fees ($) | Equity RSUs ($) | Total ($) |
|---|---|---|---|
| Stephen E. Courter | 55,000 | 55,750 | 110,750 |
- 2024 signal: Board voluntarily reduced annual director equity to 25,000 RSUs (~$55.8k) to conserve shares relative to the standard ~$175k annual value .
Independence, Attendance & Engagement
- Independence: Affirmed; Courter is one of four independent directors .
- Attendance: 100% at Board and committee meetings in 2024; Board held four meetings .
- Engagement: Independent directors meet without management; Lead Independent Director presides .
Potential Conflicts & Related-Party Exposure
- Related-party transactions: None ≥$120,000 involving directors/officers/5% holders since Jan 1, 2024. The company maintains a Related Party Transaction Policy with Audit Committee approval required .
- Insider trading controls: Pre-clearance and blackout policies apply; hedging/pledging prohibited .
Risk Indicators & Red Flags
- RED FLAGS: None disclosed specific to Courter (no related-party transactions; prohibited hedging/pledging; no comp committee interlocks) .
- Governance considerations:
- Long tenure (since 2014) may attract independence scrutiny from some investors; however, Board reaffirmed independence in April 2025 and committees are fully independent .
- Combined CEO/Chair model persists; mitigated by a Lead Independent Director and independent committee structure .
- Ownership alignment: Beneficial ownership <1%—moderate alignment via equity but not a large stake .
Governance Assessment
-
Strengths
- Audit Committee Chair and designated financial expert; robust remit including ERM and cybersecurity oversight; Audit Committee met 6x in 2024 .
- Full independence and 100% attendance; active committee workload (Audit and Compensation) .
- Prudent equity stewardship: Board reduced 2024 director RSU grants to preserve shares under the plan .
- Strong conduct controls: Related-party policy with Audit Committee review; strict insider trading, hedging, and pledging prohibitions .
- Compensation governance: Independent consultant (Korn Ferry) with no interlocks; committee-only authority .
-
Watch Items
- Tenure optics (since 2014) amid ongoing performance turnaround may be monitored by governance-focused investors, though independence has been reaffirmed .
- Combined Chair/CEO structure remains; mitigated by Lead Independent Director and executive sessions .
- Ownership “skin-in-the-game” is <1%; alignment relies on ongoing RSU grants and prior options rather than sizable open-market holdings .
Sources: 2025 DEF 14A (filed April 21, 2025) for all biographical details, committee roles, independence, attendance, director compensation, equity ownership, and governance policies .