Eric P. Karros

About Eric P. Karros

Eric P. Karros (age 57) is an independent director of Steel Partners Holdings L.P. (SPLP) serving since November 1, 2018. He is a longtime broadcaster — a television analyst for FOX Sports since 2007 and a Los Angeles Dodgers broadcaster — and previously worked as a television analyst for ESPN; he also serves on the advisory board of West Coast Sports Associates. Karros played Major League Baseball from 1991–2004 (Los Angeles Dodgers, Chicago Cubs, Oakland Athletics) and holds a B.A. in Economics from UCLA. The Board states his leadership skills and business experience, including nonprofit advisory work, qualify him for service.

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined Karros is independent under NYSE Section 303A.02 standards.
• Committee assignments: Member, Corporate Governance & Nominating Committee (Chair: John P. McNiff; members: Karros, Rory Tahari). No Audit or Compensation Committee roles for Karros.
• Attendance and engagement: In 2024, the Board met 9 times; each director attended at least 75% of aggregate Board and applicable committee meetings, and all directors attended the 2024 Annual Meeting. In 2023, the Board met 13 times; each director attended ≥75%, and all directors attended the 2023 Annual Meeting.
• Board structure: Board has seven members (two designated by SP General Services LLC, SPLP’s Manager); no Lead Independent Director. Independent directors meet in executive session at least twice per year.
• Audit Committee composition (context): McNiff (Chair), Rosen, Benenson; all independent; McNiff designated audit committee financial expert. (Karros is not an Audit member.)

Fixed Compensation

Director compensation program (structure):

• Annual cash retainer: $93,500; per-committee meeting fee: $1,560. Chair fees: Audit $41,600; Compensation $20,800; Corporate Governance & Nominating $15,600.
• Annual equity: Restricted LP Units with grant-date fair value $93,500, granted quarterly, vesting immediately upon grant (units determined by 20-day VWAP).
• As of 12/31/2024, no non-management director had unvested restricted LP Units outstanding.

Performance Compensation

No performance-conditional (PSU/TSR/EBITDA) director equity metrics are disclosed; equity vests immediately, reducing multi-year at-risk alignment relative to performance-vesting designs.

Other Directorships & Interlocks

Expertise & Qualifications

• Leadership and communications from professional sports and national broadcasting roles; community engagement via nonprofit advisory board.
• Economics degree from UCLA.
• Board’s rationale: leadership skills and business experience support service.

Equity Ownership

Governance Assessment

• Committee focus and independence: Karros serves on the Corporate Governance & Nominating Committee, a fully independent committee that oversees Board composition, governance practices, shareholder engagement, and independence determinations — aligning with governance best practices.
• Attendance and engagement: ≥75% meeting attendance in 2024 and 2023 and attendance at annual meetings indicate baseline engagement.
• Ownership alignment: Karros beneficially owns ~0.23% of LP Units via a family trust; immediate-vesting director equity and lack of multi-year performance conditioning may weaken long-term alignment versus performance-vesting models.
• Policies and controls: Hedging by directors is restricted; related person transactions are reviewed/approved by the Audit Committee; these controls support investor alignment and conflict oversight.
• Structural governance considerations (Board-level): No Lead Independent Director and a Manager-controlled structure with two designated directors; independent directors meet in executive session at least twice a year to provide counterbalance.

RED FLAGS

• Section 16(a) compliance: One late Form 4 (gift transactions between Jan 2022–Jan 2024) and one late Form 4 later reported on Form 5 for October 2024 gifts, attributed to administrative oversight. While minor, it is a compliance lapse to monitor.
• Immediate vesting of director equity reduces performance-contingent alignment.
• No Lead Independent Director in a Manager-led structure heightens reliance on committee processes and executive sessions for independent oversight.

SUPPORTIVE SIGNALS

• Affirmative independence determination; independent service on Governance & Nominating Committee.
• Consistent meeting attendance and annual meeting participation.

Appendix: Director Compensation Program Details (Board-level)