Susan Scarola
About Susan Scarola
Susan Scarola, age 74, has served as an independent director of Lazydays Holdings, Inc. (GORV) since September 2023. She brings 30+ years of leadership in automotive retail, including CEO, CFO, President and Vice Chair roles at DCH Auto Group (joined 1985; retired June 2015). She holds a BS in Elementary Education (SUNY Buffalo) and an MBA in Accounting (NYU) . She is nominated for re‑election as a Class A director through the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DCH Auto Group | Chief Executive Officer; President; Vice Chair | 1985–2015 | Led multi‑state automotive dealer; extensive industry and leadership experience . |
| DCH Auto Group | Chief Financial Officer | Various | Financial oversight; accounting expertise . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Faulkner Automotive Group | Advisory Board Member; Compensation Committee Member | Since 2012 | Ongoing advisory and compensation oversight (private company) . |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Scarola is independent under Nasdaq and SEC rules . |
| Committee Assignments | Audit Committee (members: Fredlake—Chair; Comstock; Scarola) ; Nominating & Governance Committee (members: Comstock—Chair; Fredlake; Scarola) . |
| Chair Roles | None (committee member, not chair) . |
| Attendance | Board held 15 meetings in 2024; no director attended fewer than 75% of aggregate board and committee meetings . |
| Years of Service | Director since September 2023 . |
| Election Status | Nominated for re‑election as Class A director; term to 2028 annual meeting . |
| Governance Policies | Robust related‑party review via Audit Committee; Code of Conduct; Insider Trading Policy prohibiting hedging/short sales; Stock Ownership Guidelines established April 2022 . |
| Committee Activity Levels (2024) | Audit: 4 meetings ; Compensation: 9 meetings ; Nom/Gov: 2 meetings . |
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned/Paid in Cash | $150,000 |
| Stock Awards (grant‑date fair value) | $7,700 |
| Total | $157,700 |
Director fee schedule (policy):
- Annual board retainer $65,000; committee membership fees: Audit $10,000, Compensation $7,500, Nominating & Governance $5,000; committee chair fees: Audit $20,000, Compensation $15,000, Nominating & Governance $10,000 .
- Special committee service may carry additional cash compensation .
Performance Compensation
| Equity Component | Detail |
|---|---|
| Annual Director Equity (2024) | Stock awards (grant‑date fair value): $7,700 . |
| Outstanding Director Stock Awards (12/31/2024) | 16,667 shares attributed to Scarola . |
| Options Outstanding (12/31/2024) | None . |
Performance metrics framework (company‑wide plan, not director‑specific):
- The Amended 2018 LTIP permits performance‑based awards using measures such as EBITDA, adjusted EBITDA, net income, TSR, stock price, ROIC, cash flow, working capital, and others . No director‑specific performance metrics tied to compensation are disclosed.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current Public Company Boards | None disclosed for Scarola in the proxy . |
| Private/Non‑Profit Boards | Faulkner Automotive Group advisory board; compensation committee since 2012 . |
| Interlocks/Shared Directorships | Not disclosed; Audit Committee oversees related‑party transactions . |
Expertise & Qualifications
- Automotive retail operating leadership (CEO/CFO/President/Vice Chair roles) .
- Financial and accounting background (MBA in Accounting) .
- Governance experience via Audit and Nominating & Governance committees .
Equity Ownership
| Ownership Element | Detail |
|---|---|
| Beneficial Ownership | 18,831 shares; <1% of outstanding . |
| Director Stock Awards Held (12/31/2024) | 16,667 shares . |
| Options (Exercisable/Unexercisable) | None . |
| Pledging/Hedging | Hedging/short sales prohibited by Insider Trading Policy ; no pledging disclosed. |
| Ownership Guidelines | Non‑employee directors required to hold at least 4x retainer; expected to reach targets within 3 years of April 2022 adoption . Compliance status by director not disclosed . |
Governance Assessment
-
Strengths
- Independent director with deep industry and operational credentials; active on Audit and Nom/Gov committees .
- Board‑level policies: rigorous related‑party transaction review by Audit Committee; formal Code of Conduct; prohibition on director/officer hedging and short sales .
- Attendance threshold met; Scarola’s committee engagement across risk oversight and governance .
-
Risks/Watch‑Items
- Low absolute share ownership (18,831 shares; <1%) and modest director equity grant ($7,700) may indicate limited “skin‑in‑the‑game,” though company guidelines count unvested RSUs/options and individual compliance is not disclosed. Consider monitoring post‑reverse‑split positions and guideline compliance disclosures. .
- Broader board environment: indemnification agreements expanded to all directors (full advancement/indemnity, with clawback exclusions), reducing personal financial exposure in litigation. Standard in practice, but investors often weigh breadth of indemnification against accountability. .
- Capital structure actions (1‑for‑30 reverse split to regain Nasdaq compliance) and significant control by Coliseum Capital (approx. 78.6% beneficial ownership) can affect governance dynamics and minority holder influence; continue monitoring for any related‑party transactions or board shifts. .
RED FLAGS to monitor: low director stock ownership relative to guideline intent (compliance not disclosed) ; expansive indemnification protections (standardized but broad) ; concentrated ownership by Coliseum Capital potentially influencing governance outcomes ; reliance on reverse split for listing compliance .
Appendix: Key Disclosures Referenced
- Nomination & biography; committee assignments; independence; attendance .
- Director compensation (policy and 2024 amounts); equity holdings .
- Beneficial ownership table .
- Insider Trading Policy; Stock Ownership Guidelines .
- Related‑party transactions policy .
- Amended 2018 LTIP and performance measures .
- Indemnification agreements for directors –.
- Reverse split announcements and rationale – .