SuRo Capital (SSSS) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 28, 2025, with voting on director elections, executive compensation, equity plan amendments, auditor ratification, and other business.

• Shareholders can vote in person, by mail, phone, or internet, with materials available electronically to reduce costs and environmental impact.

• The board recommends voting for all proposals and for annual say-on-pay votes.

Voting matters and shareholder proposals

• Proposals include re-election of two directors, advisory vote on executive compensation, advisory vote on frequency of say-on-pay, approval of amended equity incentive plan, and ratification of CBIZ CPAs P.C. as auditor.

• Board recommends annual say-on-pay votes and approval of all other proposals.

• Shareholders of record as of April 1, 2025, are eligible to vote; quorum requires majority of outstanding shares.

• Broker non-votes only count for auditor ratification; other proposals require direct shareholder action.

Board of directors and corporate governance

• Board consists of five members, with staggered three-year terms.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Valuation, all composed of independent directors.

• Mark D. Klein serves as Chair and CEO; Leonard A. Potter is Lead Independent Director.

• Board and committees met regularly in 2024, with all directors attending at least 75% of meetings.

• Board reviews governance policies and risk oversight structure regularly.