Ronald Lott
SURO CAPITALAbout Ronald M. Lott
Ronald M. Lott, 65, is an independent director of SuRo Capital Corp. (SSSS) who has served on the Board since 2015; he is currently Chair of the Nominating & Corporate Governance Committee and a member of the Audit, Compensation, and Valuation Committees, and has been nominated for a new three-year term expiring in 2028 . A member of the Professional and College Football Halls of Fame, Lott brings small-business operating experience (auto retail/ventures), public-company board experience, and advisory roles with technology and consumer companies, which the Board cites as qualifications for his service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lott Auto LLC | Managing Member | Since 2018 | Small-business leadership in auto retail |
| Lott Auto Land LLC | Managing Member | Since 2018 | Small-business leadership in auto retail |
| Lott Auto Ventures, LLC | Chief Executive Officer | Since 2004 | Founder/operator experience |
| Tracy Auto Land, LLC | Managing Member | Since 1998 | Small-business leadership |
| Mercedes-Benz of Medford (OR) | Co-partner/Owner | 2003–2011 | Dealership ownership |
| Stan Morris Chrysler (Tracy, CA) | Co-partner/Owner | 1997–1998 | Dealership ownership |
| HRJ Capital, L.L.C. | Co-founder; Managing Partner | 1999–2009 (sold in 2009) | Investment management firm co-founder |
| TVU Networks Corp. | Consultant | 2013–2015 | Media technology advisory |
| H. Barton Asset Management, LLC | Consultant | Since 2009 | Asset management advisory |
| National Football League | Player | 14 seasons; retired 1994 | Leadership/discipline from elite sports |
External Roles
| Organization | Role | Tenure/Start | Notes |
|---|---|---|---|
| OneMain Holdings, Inc. (NYSE: OMF) | Director | Since 2013 | Consumer finance and credit insurance provider |
| True Capital Management | Director | Since 2006 | Wealth management for athletes/entertainers/HNWIs |
| Chegg, Inc. | Advisory Board | Not disclosed | Education technology advisory role |
| SportsBubble, LLC | Advisory Board | Not disclosed | Sports media/tech advisory role |
| ThoughtSpot, Inc. | Advisory Board | Not disclosed | Analytics/BI advisory role |
| Uptake Technologies, Inc. | Advisory Board | Not disclosed | Industrial analytics advisory role |
| YourPeople, Inc. (d/b/a Zenefits) | Advisory Board | Not disclosed | HR tech advisory role |
Board Governance
- Independence: The Board determined Lott is independent under Nasdaq rules and not an “interested person” under Section 2(a)(19) of the 1940 Act .
- Board leadership: CEO/Chair is Mark Klein (interested); Leonard A. Potter serves as Lead Independent Director; independent directors meet regularly in executive session .
- Committee memberships and chair roles:
- Audit Committee: Member; committee is fully independent; Chair: Marc Mazur; Potter deemed “audit committee financial expert” .
- Compensation Committee: Member; fully independent; Chair: Lisa Westley .
- Nominating & Corporate Governance Committee: Chair; fully independent .
- Valuation Committee: Member; fully independent; Chair: Leonard A. Potter .
- Attendance: In FY2024, Board (6 meetings), Audit (6), Compensation (6), Valuation (7), Nominating & Corporate Governance (1); all incumbent directors attended at least 75% of Board and committee meetings and attended the 2024 annual meeting .
- Director election: Lott nominated for a term expiring in 2028; will continue same committee service and Nominating & Corporate Governance Chair role if elected .
Fixed Compensation
| Director Compensation (FY2024) | Cash Fees | Stock Awards | All Other | Total |
|---|---|---|---|---|
| Ronald M. Lott | $115,000 | $50,000 | $— | $165,000 |
| Fee Schedule (Independent Directors) | Amount |
|---|---|
| Annual cash fee (retainer) | $100,000 |
| Audit Chair | $20,000 |
| Lead Independent Director | $20,000 |
| Other committee Chairs (e.g., Nominating & Corporate Governance) | $15,000 |
| Expense reimbursement for in-person meeting attendance | Provided |
| Annual restricted share grant (at annual meeting) | $50,000 (number of shares = $50,000 ÷ closing price) |
Performance Compensation
| Director Equity Grants (FY2024) | Grant Date | Shares | Grant-Date Fair Value | Vesting Condition | Expected Vest Date |
|---|---|---|---|---|---|
| Ronald M. Lott (Independent Director grant) | June 5, 2024 | 12,048 | $50,000 | Vest in full on earlier of 1-year anniversary or next annual meeting | May 28, 2025 |
| Performance Metrics Tied to Director Equity | Details |
|---|---|
| Performance metrics | None disclosed; director equity vests based on time/continuous service (no TSR/financial metrics) |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| OneMain Holdings, Inc. (NYSE: OMF) | Public | Director | No Compensation Committee interlocks or Item 404 related-party relationships in FY2024; committee members (incl. Lott) had none . |
| True Capital Management | Private | Director | Same as above . |
- Compensation Committee interlocks: None existed in FY2024; all members independent; no relationships requiring Item 404 disclosure .
Expertise & Qualifications
- Leadership and operating experience as a small-business owner across multiple auto ventures, with public-company board service at OMF and advisory roles in technology and consumer sectors .
- Board cites his leadership and business/management experience as providing significant value and qualifying him to serve .
Equity Ownership
| Beneficial Ownership (Record Date: April 1, 2025) | Shares | % of Class |
|---|---|---|
| Ronald M. Lott | 29,311 (includes restricted shares) | <1.0% |
| Vested vs. Unvested (as of April 1, 2025) | Shares | Notes |
|---|---|---|
| Unvested restricted shares | 12,048 | 2024 independent director grant; vests May 28, 2025 |
| Estimated vested shares | 17,263 | Derived as 29,311 total minus 12,048 unvested |
- Hedging/pledging policy: Directors, officers, and employees are prohibited from short-term/speculative trading and hedging; pledging is prohibited except in limited, pre-approved circumstances with demonstrated repayment capacity .
Governance Assessment
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Independence and engagement: Lott is independent, serves across four committees (chairs Nominating & Corporate Governance), and met attendance thresholds; this breadth suggests strong board engagement and governance oversight .
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Compensation and alignment: 2024 pay mix was $115k cash plus $50k in restricted stock; director equity is time-based (no disclosed performance metrics), which aligns tenure with equity accumulation but does not tie pay to specific performance outcomes .
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Ownership: Beneficial ownership is 29,311 shares (<1% of shares outstanding), including 12,048 unvested restricted shares scheduled to vest May 28, 2025; ongoing annual director equity grants provide incremental alignment over time .
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Conflicts and related-party exposure: No Compensation Committee interlocks or Item 404 related-party relationships for Lott in FY2024; committees are fully independent .
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RED FLAGS
- Related-party transactions: None disclosed for Lott (Compensation Committee Interlocks section affirms no Item 404 relationships) .
- Hedging/pledging: Policy restricts hedging/pledging; no pledging by Lott disclosed in the proxy .
- Attendance: Proxy indicates all directors met at least 75% attendance and attended the annual meeting; no low-attendance concerns flagged .
- Option repricing/underwater awards: Not applicable to director grants disclosed; annual director equity is restricted shares; no options granted to directors disclosed .