Lauren Anderson

About Lauren C. Anderson

Independent director of ShoulderUp Technology Acquisition Corp. (SUAC) since November 19, 2021; age 67, currently CEO of LC Anderson International Consulting and a former senior FBI executive with nearly 30 years of international operations and security leadership experience . Anderson has served as an advisor to the U.S. Comptroller General (GAO) and held a public-company directorship at Imageware (Feb 2021–Jan 2023), with executive programs completed at Harvard Business School, Kellogg, Cambridge Judge, and the George C. Marshall European Center .

Past Roles

External Roles

Board Governance

• Board classification and term: Anderson is in the “first class” of directors; her term expires at SUAC’s first annual meeting of stockholders .
• Committee assignments:
  • Audit Committee member (alongside Janice Bryant Howroyd and Shawn Henry); Henry is designated as the Audit Committee Financial Expert .
  • Compensation Committee member (alongside Danelle Barrett and Janice Bryant Howroyd) .
  • Not on the Nominating & Corporate Governance Committee (members: Henry, Barrett, Abrams) .
• Independence: Determined independent under NYSE and SEC rules (with Danelle Barrett, Shawn Henry, Janice Bryant Howroyd) .
• Attendance: Board met four times in 2024; all directors attended at least 75% of meetings .
• Trading venue: SUAC’s equity and warrants trade OTC, not on a national exchange .

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Security and cyber expertise (former FBI executive; technology/cyber sector leadership) .
• Governance experience (prior public directorship; advisory roles at GAO and Stellar Solutions) .
• Academic/leadership credentials (executive programs at top schools) .

Equity Ownership

• Shares pledged/hedged: Not disclosed.
• Options/warrants: None disclosed for Anderson; private placement warrants are held by Sponsor (transfer-restricted until 30 days post-combination) .
• Public float context: 10,956,589 Class A outstanding (as of May 6, 2025), with only 506,589 shares trading freely; Sponsor converted all 10,450,000 Class B into Class A on Nov 19, 2024 .

Equity Alignment Signals

• Alignment positive: Security/cyber skillset at Audit Committee; independence designation .
• Misalignment risks: Sponsor economics (founder shares at nominal cost) can diverge from public holders’ interests; directors/officers may hold indirect economic Sponsor interests (though they disclaim beneficial ownership), creating potential perceived conflicts .

Potential Conflicts & Related-Party Exposure

• Sponsor control and economics:
  • Sponsor owns ~95.88% of outstanding Class A as of the 10-K; CEO controls the Sponsor .
  • Founder shares acquired for nominal consideration; potential for Sponsor to profit even if public shareholders experience negative returns .
• Related-party payments: $10,000/month admin fee paid to Sponsor for office/admin support .
• Committee independence: Audit and Compensation Committees are comprised of independent directors, including Anderson .

Risk Indicators & Governance Red Flags

• OTC listing and thin float: Securities quoted OTC; only ~0.5 million shares freely tradable, amplifying control concerns and liquidity risk .
• Sponsor dominance: Sponsor holds ~95.88% of outstanding shares; outsized control over outcomes and potential approval dynamics .
• Excise tax liability: Company accrued $3.42M excise tax associated with redemptions, to be funded outside the trust; underscores capital structure/friction risks for the de-SPAC path .
• Material weakness: Identified material weakness in internal controls (closing processes) as of Dec 31, 2024; remediation efforts underway .
• SPAC lifecycle pressure: 10-K notes a need to complete a business combination by May 31, 2025 (or extension), which can create timing pressure and increase deal risk .

Governance Assessment

• Strengths:

  • Independent director with deep cyber/security expertise; sits on Audit and Compensation Committees .
  • Independence affirmed; attendance at or above 75% threshold at the board level for 2024 .
  • Audit Committee includes an Audit Committee Financial Expert (Shawn Henry); Anderson contributes domain expertise notwithstanding not being the designated “financial expert” .

• Watch items / RED FLAGS:

  • Sponsor control (95.88% ownership) and founder-share economics create a misalignment risk for public shareholders; directors/officers may have indirect economic interests in the Sponsor .
  • Lack of direct ownership by Anderson (0 shares) reduces traditional “skin-in-the-game” alignment; however, Sponsor economic interests could create perceived conflicts versus public holders .
  • Internal control material weakness reported; Audit Committee oversight critical until remediation is proven effective .
  • OTC trading and limited public float increase governance risk perceptions and may constrain investor exit liquidity .

Overall, Anderson brings relevant national-security and cyber risk oversight to SUAC’s board and key committees, but investor confidence will hinge on how the board (including Anderson) manages Sponsor-related conflicts, completes effective ICFR remediation, and navigates the de-SPAC milestones and capital constraints in a tightly controlled ownership structure .