Suzie Doran
About Suzie Doran
Independent director of Urgent.ly Inc. since September 2023; age 51 as of November 6, 2025. She is a partner at SingerLewak (since 2008), with prior roles at Grant Thornton (senior manager, 2004–2008) and PwC (1997–2004). She holds a B.A. in English and Economics (emphasis in accounting) from UC Santa Barbara and is recognized for deep accounting and corporate finance expertise, working directly with audit committees; Urgent.ly’s board deems her independent under Nasdaq standards and an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SingerLewak | Partner | 2008–present | Advises public/private companies and boards; works directly with audit committees |
| Grant Thornton LLP | Senior Manager | 2004–2008 | Audit leadership |
| PricewaterhouseCoopers (PwC) | Various roles | 1997–2004 | Audit/assurance roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PrimeGlobal | Governance Chair, Board of Directors | Current (as of 2025) | Governance leadership at global accounting association |
| ACG Global | Incoming Chair, Board of Directors | Announced in 2025 | Executive committee leadership; finance/governance expertise |
Board Governance
- Independence: Board determined Doran is independent under Nasdaq rules .
- Committee assignments (current): Audit Committee Chair; members are Doran, James Micali, Ryan Pollock; Doran designated audit committee financial expert .
- Other committees: Not listed as member of Compensation or Nominating/Governance in 2025; those committees chaired by others .
- Attendance: In 2024, each director attended at least 75% of board and applicable committee meetings; same disclosure for 2023 .
- Board structure: Independent Chair separate from CEO; audit committee oversees financial reporting, internal controls, related-party reviews, risk oversight .
| Committee | Role | Period(s) |
|---|---|---|
| Audit | Chair; Financial Expert | 2024–2025 |
| Compensation | Not disclosed as member | — |
| Nominating & Corporate Governance | Not disclosed as member | — |
Fixed Compensation (Director)
| Year | Fees Paid or Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 17,500 | 80,862 | 98,362 |
| 2024 | 70,000 | 129,124.40 | 199,124.40 |
Notes:
- Director Compensation Policy cash elements (as amended Jan 23, 2025): $50,000 board retainer; $20,000 audit chair; $10,000 audit member (chairs receive only chair fee, not chair+member) .
- Policy annual limit: $750,000 per director (initial year $1,000,000) .
Performance Compensation (Equity and Conditions)
| Award Type | Grant Date | Shares/Structure | Vesting | Status/Value Notes |
|---|---|---|---|---|
| Effective Date Award (RSUs) | 10/19/2023 | 787 shares (post-split count shown in 2025 proxy) | 3 equal annual installments beginning 10/19/2025 (post-split table footnote) | Outstanding as of 12/31/2024 |
| Annual Award (RSUs) | 6/26/2024 | 6,443 shares (post-split count shown in 2025 proxy) | Vested on 6/26/2025, subject to service | Outstanding as of 12/31/2024; vested 2025 |
| Change in Control (Directors) | Policy-based | All outstanding director awards fully vest upon CoC if serving through CoC date | Single-trigger vesting at CoC (director policy) | Policy term |
| Policy (as of 1/23/2025 A&R) – Initial Award | On first board grant after A&R | 1,666 RSUs fixed-share initial grant | 1/3 annually over 3 years | Applies to new outside directors after 1/23/2025 |
| Policy (as of 1/23/2025 A&R) – Annual Award | Each annual meeting | 833 RSUs fixed-share annual grant | 1 year / until next annual meeting | Applies after A&R date |
Additional structure:
- Prior (pre-1/23/2025) director grants used $ values ($300k initial; $150k annual) based on 30-trading-day VWAP; now set to fixed share counts post-amendment .
- Equity consultant: Pearl Meyer advised on policy levels/practices .
Other Directorships & Interlocks
| Company/Organization | Public Company? | Role | Interlock/Conflict Note |
|---|---|---|---|
| PrimeGlobal | No (association) | Governance Chair | No Urgent.ly related-party transaction disclosed |
| ACG Global | No (association) | Incoming Chair | No Urgent.ly related-party transaction disclosed |
- Compensation Committee Interlocks: Company discloses none for its executive officers in the past fiscal year; no interlock involving Doran is disclosed .
Expertise & Qualifications
- Audit/Accounting: Career audit partner; designated audit committee financial expert at Urgent.ly .
- Governance: Governance chair at PrimeGlobal; incoming chair at ACG Global .
- Capital markets/board advisory: Extensive experience advising boards and audit committees of public/private companies .
- Education: B.A. in English and Economics (accounting emphasis), UC Santa Barbara .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Outstanding | As-of Date/Context |
|---|---|---|---|
| Suzie Doran | 7,229 | ~0.33% (7,229 / 2,180,417 outstanding) | November 6, 2025 outstanding shares 2,180,417 |
Additional alignment/policy signals:
- Hedging prohibited for directors, officers, employees (no short sales or derivatives) .
- Pledging prohibited (cannot hold in margin or pledge as collateral) .
- No director stock ownership guidelines disclosed in proxy (not stated in the director policy sections) .
Governance Assessment
Strengths
- Financial oversight: As Audit Committee Chair and designated financial expert, Doran oversees financial reporting, internal controls, related-party reviews, and risk policies; she also signed the Audit Committee Report (2025 and 2024 proxies), indicating active committee leadership during capital structure and listing compliance challenges .
- Independence and engagement: Classified as independent; attendance met or exceeded 75% threshold in 2024 (and 2023) alongside the board; separation of Chair/CEO structure supports robust oversight .
- Compensation alignment: Director pay follows a structured policy (cash retainers + RSUs), with single-trigger CoC vesting consistent with many micro/small-cap norms; updated to fixed-share grants in 2025, improving predictability .
Watch items / potential red flags
- Change-in-control single-trigger vesting for directors accelerates all awards upon CoC (can be viewed as investor-unfriendly by some governance frameworks vs. double-trigger), albeit common at smaller caps .
- Capital markets context: The board (during Doran’s audit chair tenure) navigated Nasdaq minimum bid price non-compliance and a reverse split; while not attributed to directors, investors may scrutinize audit/risk oversight during such periods .
- Ownership level: Beneficial ownership is sub-1%, typical for outside directors but low absolute exposure; however, hedging/pledging prohibitions are positive alignment signals .
Overall view
- Doran brings strong audit and governance credentials, serves as the board’s financial expert, and maintains independent status with solid attendance. Director compensation is moderate and primarily time-based equity; no related-party conflicts involving Doran are disclosed. The principal governance sensitivity is single-trigger CoC vesting for directors in the policy, which some investors may prefer to be double-trigger; otherwise, signals support investor confidence in board oversight and audit rigor.
