Thomas Hicks
About Thomas O. Hicks
Thomas O. Hicks is Chairman of the Board and a director of Beneficient (BENF). He is a pioneer in U.S. private equity, co-founding Hicks & Haas (1984–1988) and later founding Hicks, Muse, Tate & Furst, which raised over $12 billion; he now manages his family office, Hicks Holdings, LLC. He holds a B.B.A. from the University of Texas at Austin and an MBA from the University of Southern California .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hicks & Haas | Co-Founder & Co-Chairman | 1984–1988 | Led acquisitions including Dr Pepper, Seven Up, A&W, Sybron, Thermadyne |
| Hicks, Muse, Tate & Furst | Founder | Raised $12B; retired 2004 | Led U.S., Europe, LatAm investments |
| Carpenter Technology Corporation | Director | Until Sept 2014 | Public company board experience |
| HSG Sports Group Holdings LLC | Manager & indirect majority owner | Various | Owned interests in Texas Rangers and Dallas Stars; both entered Chapter 11 and were sold; all claims against Hicks withdrawn upon sale |
| LFC Holdings (Liverpool FC) | 50% owner | 2007–2010 | Ownership of English Premier League club |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hicks Holdings, LLC | Manager (family office PE) | Ongoing | Private equity family office |
| HSG Sports Group Holdings LLC | Manager | Past | Managed sports franchise holdings; see Past Roles |
Board Governance
| Committee | Role | Membership | FY2024 Meetings |
|---|---|---|---|
| Compensation Committee | Member | Thomas O. Hicks; Bruce W. Schnitzer | 3 |
| Executive Committee | Member | Brad K. Heppner; Thomas O. Hicks; Bruce W. Schnitzer | 1 |
| Enterprise Risk Committee | Member | Heppner; Hicks; Schnitzer; Cangany; Wendel; Donegan | 3 |
- Board held six meetings in FY2024; each director attended at least 75% of board and committee meetings of which they were members .
- Audit Committee (Cangany, Donegan, Wendel – all independent) held nine meetings; Cangany designated as “audit committee financial expert” .
- Products & Related Party Transactions (Cangany, Donegan, Wendel) held four meetings; Community Reinvestment Committee held one meeting .
- Stockholders Agreement gives Class B Holders rights to elect a majority of directors and designate committee chairs; Hicks currently designated by Class B Holder 2 .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $150,000 | Post-Conversion program |
| Audit Committee member | $35,000 | Additional cash retainer |
| Audit Committee chair | $15,000 | Additional cash retainer |
| Credit Committee member | $15,000 | Additional cash retainer |
| Credit Committee chair | $15,000 | Additional cash retainer |
| Enterprise Risk Committee member | $10,000 | Additional cash retainer |
| Community Reinvestment Committee member | $5,000 | Additional cash retainer |
| Consulting agreement (Hicks) | $150,000 per year | Mentoring/advisory; initial 1-year term auto-renews; fees continue through end of term if removed/not re-elected without cause; confidentiality/IP provisions |
| FY2024 Hicks compensation (actual) | Fees $185,699; Equity awards $140,240; All other comp $122,466; Total $448,405 | “All other” reflects consulting fees under June 7, 2023 agreement |
- Director expenses/perquisites: non-employee directors were eligible through Jan 1, 2024 to use an aircraft for personal purposes; company does not reimburse taxes on such personal use .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Valuation | Vesting |
|---|---|---|---|---|
| RSUs (annual non-employee director equity) | July 15, 2023 | 643 RSUs per director | $150,000 divided by 5-day VWAP; grant date value $218.40 | Subject to FY2024 Vesting Schedule |
| Program design | Ongoing | $150,000 equity value for non-employee directors | Equity compensation under program | Board analyzing director compensation policy |
No PSUs or option awards were disclosed for Mr. Hicks; option grants described for other directors (Donegan, Wendel) post-FY2024 .
Other Directorships & Interlocks
| Company | Role | Current/Past | Interlock/Notes |
|---|---|---|---|
| Carpenter Technology Corporation | Director | Past (until Sept 2014) | Public company board experience |
| Class B Holder designation (internal) | Director designation | Current | Class B Holder 2 designates Hicks; Class B Holders can designate committee chairs |
Expertise & Qualifications
- 30+ years in private equity, leading complex international transactions and fund-raising; managed investments across U.S., Europe, and Latin America .
- Education: B.B.A. (UT Austin) and MBA (USC) .
Equity Ownership
| Holder | Security | Shares Beneficially Owned | % of Class | Total Voting Power % | Details/Footnotes |
|---|---|---|---|---|---|
| Thomas O. Hicks | Class B Common | 16,528 | 6.9% | — | Held via Hicks Holdings Operating, LLC |
| Thomas O. Hicks | Class A Common | 92,587,265 | 83.6% | 82.0% | Includes 50,755 Class A (direct), 50,000 Class A via CFH Ventures, LTD., 871 Class A issuable upon settlement of vested RSUs, and 92,485,639 Class A held by HH-BDH LLC controlled via Hicks Holdings Operating, LLC |
| Shares outstanding (Record Date) | Class A; Class B | 110,758,536; 239,257 | — | 97.9% (Class A); 2.1% (Class B) of total voting power | Dual-class structure; Class B has 10 votes per share |
Related Party Interests & Cash Flows
| Instrument | Terms | Amounts (accrued) |
|---|---|---|
| BCH Preferred A-0 Unit Accounts (Guaranteed Payments) | 1.50% per quarter (6.0% per annum) of capital account balance; priority over BCH distributions; payments deferred to Nov 15, 2024 (and proposed to Nov 15, 2025) subject to Audit Committee and going concern considerations | To Hicks: FY2023 $958,982; FY2024 $1,017,829; Q3 2025 $804,154; accrued but unpaid as of Dec 31, 2024 ≈ $3.1 million |
| BCH Preferred A-1 Unit Accounts | Quarterly preferred return based on base rate on hypothetical capital account balances | Held by Hicks; terms disclosed; specific amounts not itemized beyond A-1 holder status |
| October 15, 2025 Limited Conversion | Hicks (Chairman) and Silk converted a combined $52.6 million of Preferred A-1 Unit Accounts into BCH Class S units and exchanged for 101,294,288 Class A shares to evidence Nasdaq MVLS compliance | Board action improved MVLS; Bid Price noncompliance remained |
Governance Assessment
- Board roles and attendance: Hicks sits on Compensation, Executive, and Enterprise Risk Committees; Board met 6 times in FY2024 with each director attending at least 75%; key committees met frequently (Audit 9; Compensation 3; Enterprise Risk 3) .
- Ownership and control: Hicks beneficially owns ~83.6% of Class A and 6.9% of Class B, totaling ~82.0% voting power at the Record Date; HH-BDH LLC (controlled via Hicks Holdings Operating, LLC) holds 92,485,639 Class A shares .
- Stockholders Agreement influence: Class B Holders elect a majority of directors and designate committee chairs; Hicks is the Class B Holder 2 designee .
- Compensation and conflicts:
- Consulting agreement pays $150,000 annually to Hicks, in addition to director retainer; consulting fees continued through term if removed/not re-elected without cause .
- Guaranteed Payments from BCH Preferred A-0 Unit Accounts to Hicks (6% per annum on capital account) prioritized over other BCH distributions; significant accrued but unpaid balances (~$3.1 million at 12/31/2024) .
- RED FLAG: Compensation Committee membership alongside consulting and related party cash flow entitlements raises perceived conflict-of-interest risk .
- Nasdaq compliance actions: October 2025 Limited Conversion by Hicks and Silk increased market value of listed securities; Company regained MVLS and periodic reporting compliance but remained noncompliant on Bid Price within extension period .
- Perquisites: Personal aircraft use (through Jan 1, 2024) allowed for non-employee directors; company does not reimburse for taxes on such personal use .
- Historical controversies: Sports franchise bankruptcies (Texas Rangers 2010; Dallas Stars 2011) with claims withdrawn against Hicks post-sales; relevant to risk background .
Overall, concentrated ownership, committee influence under the Stockholders Agreement, and related party cash flow arrangements represent governance risk indicators that investors should incorporate into board effectiveness and conflict assessments .