Lisa Westley
SURO CAPITALAbout Lisa Westley
Lisa Westley, 59, has served as an independent director of SuRo Capital Corp. (SSSS) since July 2019 and is currently Chair of the Compensation Committee; her current board term expires in 2026 . She is Managing Director and Head of Strategy, Advent Tech at Advent International; prior roles include Partner/COO at Brooklands Capital Strategies (2014–2018), COO of TPG’s Asia-Pacific private equity business and Global Head of Talent Management at TPG (nine years), and 15 years in investment banking at Thomas Weisel Partners and Montgomery Securities; she began her banking career at Goldman Sachs and Salomon Brothers . Education: BA in Economics and Asian Studies (Phi Beta Kappa), Amherst College; MBA, Stanford Graduate School of Business . The Board has determined Ms. Westley is independent under Nasdaq and 1940 Act standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advent International (Advent Tech) | Managing Director; Head of Strategy | Current | Leadership role in tech private equity strategy |
| Brooklands Capital Strategies (TPG spin-out) | Partner; Chief Operating Officer | 2014–2018 | Strategic advisory/fundraising; alternative assets focus |
| TPG Capital | COO, Asia-Pacific PE; Global Head of Talent Management | Nine years (prior to 2014) | Senior operating and talent leadership in global PE |
| Thomas Weisel Partners; Montgomery Securities | Founding Partner/Co-Head Consumer; Head of IT/Business Services; Senior Managing Director | Part of 15-year banking career | Sector leadership in consumer and IT/business services banking |
| Goldman Sachs; Salomon Brothers | Investment Banking (early career) | Early career | Foundational capital markets experience |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Advent International (Advent Tech) | Managing Director; Head of Strategy | Private | No SSSS-disclosed public company directorships for Westley |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Westley is independent; not an “interested person” under the 1940 Act . |
| Board/Committee meetings (FY2024) | Board 6; Audit 6; Nominating & Corporate Governance 1; Valuation 7; Compensation 6 . |
| Attendance | All incumbent directors attended ≥75% of aggregate Board/committee meetings; all directors attended the 2024 annual meeting . |
| Committee assignments | Audit (member), Nominating & Corporate Governance (member), Valuation (member), Compensation (Chair) . |
| Committee independence | All four standing committees consist solely of independent directors . |
| Board leadership | Chair: CEO Mark D. Klein (interested); Lead Independent Director: Leonard A. Potter; independent directors meet in executive session regularly . |
Fixed Compensation
Director pay structure and Westley’s disclosed director compensation:
| Component | 2022 | 2024 |
|---|---|---|
| Annual cash retainer (policy) | $100,000 | $100,000 |
| Committee chair fee (policy) | $15,000 for non-Audit chairs; $20,000 for Audit Chair and Lead Independent Director | $15,000 for non-Audit chairs; $20,000 for Audit Chair and Lead Independent Director |
| Fees earned or paid in cash – Westley | $110,000 | $115,000 |
| Meeting fees | Not disclosed (none specified beyond retainer and chair fees) | Not disclosed (none specified beyond retainer and chair fees) |
Notes: Westley’s $115,000 cash in 2024 aligns with $100,000 base + $15,000 Compensation Committee Chair fee .
Performance Compensation
Annual equity grants to independent directors are time-based restricted shares (no performance metrics), with grant-date fair value fixed at $50,000 and shares determined by grant-date closing price; vesting occurs on the earlier of the one-year anniversary or the next annual meeting .
| Year | Grant Date | Vehicle | Shares Granted | Grant-Date Fair Value | Vesting Schedule |
|---|---|---|---|---|---|
| 2022 | 2022-06-01 | Restricted Shares | 6,684 | $50,000 | Vest in full at next annual meeting (time-based) |
| 2024 | 2024-06-05 | Restricted Shares | 12,048 | $50,000 | Earlier of 1-year or next annual meeting (time-based) |
Additional plan terms:
- Change-in-control: Committee may provide for assumption/substitution; acceleration at Committee discretion unless otherwise specified .
- General vesting/transferability and dividend treatment follow Second Amended Equity Incentive Plan terms .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Westley in SSSS proxy biography . |
| Compensation Committee interlocks | None; no member was an officer/employee or had Item 404 relationships in FY2024 . |
Expertise & Qualifications
- Private equity and technology strategy leadership at Advent International (Advent Tech) .
- Operating leadership in global private equity (TPG Asia-Pacific COO; Global Head of Talent Management) .
- Capital markets and sector expertise from 15 years in investment banking across consumer and IT/business services sectors, with senior roles at Thomas Weisel Partners and Montgomery Securities; early career at Goldman Sachs and Salomon Brothers .
- Academic credentials: BA (Amherst, Phi Beta Kappa), MBA (Stanford GSB) .
Equity Ownership
| As of Record Date | Shares Beneficially Owned | % of Class | Notable Details |
|---|---|---|---|
| April 1, 2025 | 47,483 | <1% (asterisked by company) | Includes 12,048 unvested restricted shares granted 2024-06-05, vesting by May 28, 2025 . |
Policies and controls:
- Hedging/pledging prohibited except with pre-approval and demonstrated capacity to repay (no margin pledges); applies to directors .
- Section 16(a) compliance: SSSS reported all directors complied for FY2024 .
Say-on-Pay & Shareholder Feedback
| Proposal (2024 Annual Meeting) | For | Against | Abstain | Broker Non-Votes | Outcome |
|---|---|---|---|---|---|
| Advisory vote on executive compensation (Say-on-Pay) | 5,834,478 | 984,504 | 155,382 | 8,926,226 | Approved |
Note: As Compensation Committee Chair, Westley oversees the pay program that received shareholder approval in 2024 .
Related Party Transactions and Conflicts
- Policy: Transactions screened for affiliations; Audit Committee reviews Item 404 related-party transactions; strong code of ethics and 1940 Act safeguards, including restrictions on affiliate transactions and negotiated co-investments without approvals/exemptive relief .
- Disclosure: No Item 404 relationships for Compensation Committee members (which includes Westley) in FY2024 .
- Company-level “remote-affiliate” transactions disclosed primarily relate to entities connected to the CEO; no Westley-specific related-party transactions disclosed .
Compensation Committee Analysis
| Attribute | Detail |
|---|---|
| Membership | Westley (Chair); Lott; Potter; Mazur; all independent . |
| Responsibilities | Reviews/approves executive comp; oversees director pay; may engage independent consultants . |
| Interlocks | None; no insider participation or Item 404 relationships in FY2024 . |
| 1940 Act constraints | Compensation cannot use formulaic company performance metrics; Committee uses discretion considering NAV/share, dividends, portfolio quality, valuation/reporting enhancements, liquidity/capital flexibility, and capital return execution . |
Governance Assessment
Strengths
- Independence and breadth of oversight: Westley serves on all four standing committees and chairs Compensation; committees are composed solely of independent directors .
- Engagement: Board/committee cadence is robust and all incumbents met ≥75% attendance; full director attendance at 2024 annual meeting .
- Pay alignment: Director pay mix balances cash retainer with annual time-based restricted shares; chair fee structure is transparent; Westley’s 2024 director pay totaled $165,000 (cash $115,000; stock $50,000) .
- Ownership: Beneficial ownership (47,483 shares) with unvested RSUs supports alignment; company prohibits hedging/pledging absent strict pre-approval .
- Shareholder support: 2024 Say-on-Pay approved, signaling investor acceptance of compensation governance under Westley’s committee leadership .
Potential Risks/Watch Items
- External affiliations: Senior PE role at Advent International could present potential conflict scenarios if investment activity overlaps with SSSS; however, SSSS maintains 1940 Act compliance procedures and committee/Board approvals to manage affiliate transactions .
- Time-based equity: Director equity vests over ~one year without performance conditions, which is standard for director pay but offers limited performance linkage .
- Ownership guidelines: No explicit director stock ownership guidelines disclosed in the proxy; alignment currently relies on annual restricted share grants .
Conclusion: Based on disclosures, Westley appears to be an engaged, independent director with deep private equity and capital markets expertise, chairing Compensation and serving on key committees without disclosed conflicts or attendance concerns. Her compensation and ownership profile align with SSSS’s independent director framework, and 2024 Say-on-Pay support provides a positive governance signal under her committee leadership .