Lon Rosen
About Lon Rosen
Lon Rosen, age 66, has served as an independent director of Steel Partners Holdings GP Inc., the general partner of SPLP, since December 13, 2017. He is Executive Vice President and Chief Marketing Officer of the Los Angeles Dodgers (since July 2012; previously 2004–2005), with prior roles at William Morris Agency (2005–2009), Lagardère Group (2009–2011), and Magic Johnson Enterprises (2011–2012). He graduated from the University of Southern California in 1981; he founded and ran First Team Marketing (1987–2012) and has been Magic Johnson’s personal agent since 1987 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Los Angeles Lakers / The Forum | Director of Promotions | 1981–1987 | Not disclosed |
| First Team Marketing | Founder/Principal | 1987–2012 | Not disclosed |
| William Morris Agency | Executive | 2005–2009 | Not disclosed |
| Lagardère Group | Executive | 2009–2011 | Not disclosed |
| Magic Johnson Enterprises | Executive | Jan 2011–Jul 2012 | Not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Los Angeles Dodgers | EVP & Chief Marketing Officer | Jul 2012–present | Also served 2004–2005 in same role |
| Magic Johnson (individual) | Personal agent | 1987–present | Longstanding sports/entertainment advisory |
Board Governance
- Independence: The Board affirmatively determined Rosen is “independent” under NYSE rules .
- Committee memberships: Audit Committee member; Compensation Committee member .
- Committee chairs: Not a chair; Audit Chair is John P. McNiff; Compensation Chair is Rory Tahari .
- Attendance and engagement:
- Board met 9 times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- All Board members attended the 2024 Annual Meeting of Limited Partners .
- Committee activity in 2024: Audit Committee met 6 times; Compensation Committee met 3 times .
- Governance structure context: No Lead Independent Director; independent directors meet in executive session at least twice a year; SPGS manages the Company under a Management Agreement .
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Annual cash retainer | $93,500 | Paid to non-management directors |
| Committee meeting fees | $1,560 per meeting | Applies to each committee meeting attended |
| Chair fees | N/A for Rosen | Audit Chair $41,600; Comp Chair $20,800; CGN Chair $15,600 |
| Equity grants (restricted LP units) | $93,500 | Granted quarterly; vest immediately upon grant; units sized using 20-day VWAP |
| 2024 total director compensation (Rosen) | $202,600 | $109,100 cash; $93,500 equity |
Performance Compensation
| Metric | Target | Weighting | Outcome |
|---|---|---|---|
| None for directors | Not applicable | Not applicable | Directors receive fixed cash retainer, meeting fees, and time-vested restricted LP units; no performance metrics tied to director pay |
The Company does not grant stock options or SARs as part of compensation; equity for directors is in restricted LP units vesting immediately upon grant .
Other Directorships & Interlocks
| Company | Role | Public Company? | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy lists no public company directorships for Rosen . |
Expertise & Qualifications
- Broad business and managerial experience in sports and entertainment; USC graduate; extensive marketing leadership and agency experience .
- Audit Committee competence: Board determined all Audit members are “financially literate” per NYSE; McNiff designated audit committee financial expert (Rosen not designated expert) .
Equity Ownership
| Holder | LP Units Beneficially Owned | Ownership % of Outstanding | Notes |
|---|---|---|---|
| Rosen Family Trust (trustee: Lon Rosen) | 26,997 | ~0.141% (26,997 ÷ 19,150,619) | Indirect beneficial ownership via family trust; voting/investment power attributed to trustee |
| Unvested restricted LP units (director cohort) | None | — | No non-management director had unvested restricted LP units at 2024 year-end |
| Hedging/Pledging | Hedging prohibited | — | Insider trading policy forbids hedging/monetization transactions absent approval |
Insider Trades and Section 16 Compliance
| Date(s) | Filing | Description | Status |
|---|---|---|---|
| Jan 2022–Jan 2024 | Form 4 | Gift transactions reported late | Late due to administrative oversight |
| Oct 2024 | Form 4 (reported on Form 5) | Gift transaction | Reported subsequently on Form 5 |
Governance Assessment
- Independence and committee roles: Rosen is an independent director serving on Audit and Compensation, adding non-management oversight to key committees .
- Audit oversight quality: Board asserts Audit members are financially literate; McNiff is the financial expert; Rosen contributes to oversight but is not the designated expert .
- Attendance and engagement: Met the ≥75% attendance threshold and attended the Annual Meeting, indicating baseline engagement .
- Pay structure and alignment: Director pay is balanced between cash ($109,100 in 2024) and equity ($93,500), with equity vesting immediately—supporting ownership but offering limited retention/performance linkage due to immediate vesting .
- Ownership “skin-in-the-game”: Beneficial ownership of 26,997 LP units via family trust (~0.141% of outstanding), providing alignment though not a controlling interest .
- RED FLAGS:
- No Lead Independent Director at the board level, which can dilute independent oversight in a manager-led structure .
- Late Section 16 filings for gift transactions (process/control lapse), though administrative in nature .
- Extensive related-party arrangements between SPLP and SPGS (management fee, incentive units) heighten conflict-of-interest risk; Audit Committee oversight is critical (Rosen sits on Audit) .
Overall governance signals: Rosen’s independence and committee service are positives; equity grants support alignment but immediate vesting weakens at-risk incentives; the manager-led structure and related-party economics demand strong Audit/Comp Committee vigilance, where Rosen participates .