Mark Klein
SURO CAPITALAbout Mark Klein
Mark D. Klein (age 63) is Chairman, Chief Executive Officer, and President of SuRo Capital Corp., serving as CEO since August 2017 and as a director since 2011; he is classified as an “interested person” under the 1940 Act and serves as Chair of the Board, with a Lead Independent Director providing counterbalance . He holds a BBA from Emory University (with high distinction) and an MBA from Northwestern University’s Kellogg School of Management . Performance during his tenure includes a 49% total shareholder return in 2024 and prior-year improvements such as NAV per share increasing from $7.39 to $7.99 in 2023, alongside capital-return programs and process enhancements .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SuRo Capital Corp. | Chairman, CEO & President | 2017–present | 49% TSR in 2024; executed debt repurchase, Dutch Auction tender, expense reduction, and portfolio process enhancements . |
| SuRo Capital Corp. | Director | 2011–present | Board leadership; Chair role with governance mitigants via Lead Independent Director and independent committees . |
| M. Klein & Company, LLC | Managing Member & Majority Partner | Since 2012 | Investment banking/advisory leadership, external network and transaction experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Learneo (Course Hero) | Director | Since 2020 | Portfolio company oversight; education/technology network benefits . |
| Churchill Capital Corp II | Director | Jun 2019–Jul 2021 | SPAC governance and deal execution exposure . |
| Churchill Capital Corp III | Director | Jun 2019–Oct 2020 | SPAC board service . |
| Churchill Capital Corp IV | Director | Jul 2020–Feb 2021 | SPAC board service . |
| Churchill Capital Corp V | Director | Dec 2020–Oct 2023 | SPAC board service . |
| Churchill Capital Corp VI | Director | Feb 2021–Dec 2023 | SPAC board service . |
| Churchill Capital Corp VII | Director | Feb 2021–Aug 2024 | SPAC board service . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $850,000 | $850,000 | $850,000 |
| Annual Cash Bonus ($) | $550,000 | $850,000 | $850,000 |
| Additional Cash Bonus for Stock Purchase ($) | $600,000 | $850,000 | $850,000 |
| All Other Compensation ($) | $53,439 | $409 | $407 |
Notes:
- Employment agreement sets base salary at $850,000 and target annual bonus at up to 100% of base (Board discretion and objectives) . Amendment on May 29, 2025 maintains target at 100% of base and changes annual bonus to “target amounts” (greater Board discretion) .
- Additional bonuses above target may require share purchases with holding periods (discretionary structure aligned with shareholder interests) .
Performance Compensation
Long-term Incentive Awards (RSUs)
| Grant Date | Shares | Grant-Date Fair Value ($) | Vesting | Dividend/Voting Rights |
|---|---|---|---|---|
| Dec 10, 2024 | 100,000 | $614,000 | Ratable over 3 years | Accrue/retain same vesting schedule; voting from grant |
| Dec 15, 2023 | 100,000 | $426,000 | Ratable over 3 years | Accrue/retain same vesting schedule; voting from grant |
Outstanding unvested awards at 12/31/2024: 230,931 shares (64,264 granted Feb 9, 2022; 66,667 granted Dec 15, 2023; 100,000 granted Dec 10, 2024); market value $1,364,943 at $5.88 share price .
Equity vested in FY 2024: 221,414 shares; value realized $956,166; vest events included 64,264 (Feb 9), 82,150 (Feb 10), 41,667 (Dec 10), 33,333 (Dec 15) shares .
Pay Drivers and Committee Discretion (BDC constraints)
| Metric (Year) | Target | Actual | Payout Influence | Notes |
|---|---|---|---|---|
| 2024 TSR | Discretionary | 49% TSR | Positive | Recognized among major outcomes for bonus decisions . |
| 2024 Capital actions | Discretionary | Convertible note purchase, debt repurchase, $9.4M Dutch Auction tender | Positive | Balance sheet flexibility and capital return . |
| 2024 Operating efficiency | Discretionary | Expense reductions; improved diligence and investment process | Positive | Process and cost discipline . |
| 2023 NAV/share | Discretionary | Increased from $7.39 to $7.99 | Positive | Included in cash bonus deliberations . |
| 2023 Liquidity/capital return | Discretionary | $13.5M Dutch Auction tender; strong liquidity | Positive | Capital return; balance sheet strength . |
BDC restrictions limit formulaic performance-based compensation; cash bonuses are determined on a discretionary basis considering corporate and individual goals, with additional bonuses earmarked for share purchases and holding requirements to align interests .
Equity Ownership & Alignment
| As-of Date | Beneficial Shares | % of Outstanding | Notable Inclusions |
|---|---|---|---|
| Apr 1, 2025 | 1,199,519 | 5.09% | Includes spouse’s 14,659 and 166,667 restricted shares from Dec 15, 2023 and Dec 10, 2024 grants . |
| Apr 17, 2024 | 1,076,666 | 4.61% | Includes spouse’s 2,659 and 205,931 restricted shares granted on 12/10/2021, 2/9/2022, 12/15/2023 . |
| 12/31/2024 (Unvested RSUs) | 230,931 | — | MV $1,364,943 at $5.88 share price . |
Policies:
- Hedging and speculative trading prohibited; pledging prohibited in margin accounts and allowed only with pre-approval and demonstrable capacity (non-margin) .
- Additional bonus stock purchases subject to holding periods (one- and two-year tranches) enhancing alignment and reducing near-term selling pressure .
Employment Terms
| Term Element | Key Term |
|---|---|
| Agreement Term | Extended to December 31, 2029; auto-renewal annually thereafter absent 30-day notice . |
| Base Salary | $850,000; subject to annual review . |
| Annual Bonus Target | Up to 100% of base salary (Board discretion on objectives) . |
| Excess Bonus Stock Purchase | May be required for amounts above target; purchases from net bonus; company policy compliance . |
| Equity Awards | RSUs/options under Amended Equity Incentive Plan; RSUs vest ratably; dividends/voting from grant . |
| Accelerated Vesting | Immediate vesting of unvested equity upon death/disability, termination without cause or for good reason; forfeiture if for cause . |
| Change-in-Control Definition | Includes board turnover beyond incumbent majority, sale of substantially all assets to non-affiliate, transition to external manager, etc. . |
Severance and Change-of-Control Economics (Assuming termination on 12/31/2024)
| Benefit | Death/Disability | Termination Without Cause or For Good Reason (Pre-CoC) | Termination Without Cause or For Good Reason (Post-CoC) |
|---|---|---|---|
| Salary | $0 | $1,700,000 (2x salary) | $2,550,000 (3x salary) |
| Bonus | $0 | $1,700,000 (2x bonus) | $2,550,000 (3x bonus) |
| Accelerated Equity | $1,364,943 | $1,364,943 | $1,364,943 |
| Other | $0 | $54,000 | $54,000 |
| Total | $1,364,943 | $4,818,943 | $6,518,943 |
Interpretation: Cash severance equals 2x/3x salary and 2x/3x bonus respectively for pre-/post-change-in-control scenarios; equity accelerates across termination types (double-trigger cash; single-trigger equity under specified terminations) .
Board Governance
- Dual role CEO + Chair; Board cites Klein’s company-specific expertise as rationale; mitigants include Lead Independent Director (Leonard A. Potter), executive sessions without management, and committees comprised solely of independent directors (Audit, Valuation, Compensation, Nominating) .
- Independence: Klein is not independent due to CEO role; independent directors include Potter, Lott, Mazur, and Westley .
- Interested directors receive no director compensation; independent directors receive an annual cash retainer and $50,000 in restricted shares (independent director structure context) .
Director Compensation (for Mark Klein)
- As an “interested person,” Klein receives no compensation for Board service separate from executive compensation .
Say-on-Pay & Shareholder Feedback
| Year | Approval (Approx.) | Notes |
|---|---|---|
| 2022 | ~70% approval; 8.6M votes cast; 10.8M broker non-votes . | |
| 2023 | ~84% approval; 6.64M votes cast; 10.16M broker non-votes . | |
| 2024 | ~86% approval; 6.82M votes cast; 8.93M broker non-votes . | |
| 2025 Proposal | Board recommends “FOR” and annual frequency; advisory and non-binding . |
Expertise & Qualifications
- Finance and investment leadership across public companies and investment firms; extensive SPAC board experience and portfolio company directorships .
- Education: BBA (Emory), MBA (Kellogg/Northwestern) .
- Board qualifications: financial and investment banking industry familiarity; deemed qualified to serve including as Chair .
Compensation Committee Analysis
- Committee uses judgment and experience, consults an independent compensation consultant, and does not target a specific market percentile; compensation blend aims to retain and motivate while aligning with stockholder value creation (cash plus multi-year equity) .
- BDC constraints limit formulaic pay-for-performance; committee applies discretion across multiple outcomes and risk-aware policies; options not granted in 2023 .
Investment Implications
- Alignment: High beneficial ownership (~5.1% as of Apr 2025) and mandatory stock purchases from additional bonuses with holding requirements indicate strong skin-in-the-game; hedging and margin pledging prohibited reduce misalignment risk .
- Retention and stability: Term extended to 2029 with auto-renewal; double-trigger cash severance and single-trigger equity acceleration upon specified events reduce turnover risk but increase change-in-control costs; monitoring governance risk due to CEO + Chair mitigated by Lead Independent and independent committees .
- Trading signals: RSU vesting cadence around February and December historically added supply; however additional bonus-related stock purchases with lockups temper near-term selling pressure; watch upcoming vest tranches under three-year schedules for liquidity events .
- Pay-for-performance: Discretionary bonuses tied to TSR, NAV growth, capital returns, and operational improvements suggest variable upside as portfolio monetizations and capital allocation drive returns; continued say-on-pay approval (~84–86% recent) indicates shareholder tolerance for structure under BDC constraints .