Brandon Lutnick
About Brandon G. Lutnick
Brandon G. Lutnick (age 27) joined BGC Group’s Board as a director in February 2025; he holds a B.S. in Symbolic Systems from Stanford University (2021). He is CEO and Chairman of Cantor Fitzgerald, CEO of CF Group Management, Inc. (CFGM), and Chairman/CEO of multiple Cantor-sponsored SPAC entities; he is the son of BGC’s former Chairman and CEO, Howard W. Lutnick . In May 2025, voting shares of CFGM were agreed to be sold to trusts controlled by Brandon, which would give him voting/dispositive power over Cantor/CFGM’s stake and approximately 66.1% of BGC’s Total Voting Power upon closing, subject to regulatory approvals .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oak Hill Advisors, L.P. | Credit Analyst | Pre-2022 | Early career credit analysis experience |
| Cantor Fitzgerald (Office of the Chairman) | Strategy and special projects | 2022–pre-CEO | Oversight of strategy and special projects across Cantor affiliates |
| Cantor Fitzgerald | Equity sales and trading | 2022 | Brokerage-side exposure ahead of broader leadership roles |
External Roles
| Organization | Role | Tenure | Interlocks/Notes |
|---|---|---|---|
| Cantor Fitzgerald, L.P. | Chief Executive Officer; Chairman | Since 2025 (joined 2022) | Parent/controlling stockholder of BGC; Brandon to control CFGM/Cantor voting blocs upon closing |
| Cantor Fitzgerald Securities | Chief Executive Officer; Chairman | Since 2025 | BGC affiliate |
| CF Group Management, Inc. (CFGM) | Chief Executive Officer | Since 2025 | Managing general partner of Cantor; to be controlled by trusts managed by Brandon upon closing |
| Cantor Equity Partners entities (I–V) | Chairman; Chief Executive Officer | Since 2024–2025 | Cantor-sponsored SPACs; affiliate entities |
Board Governance
- Independence: Board determined four directors are independent (Bell, Richards, Mbanefo, Addas); Brandon is not independent due to executive affiliation with Cantor/CFGM .
- Committee assignments: Standing committees (Audit; Compensation; Corporate Responsibility) consist solely of independent directors; Brandon is not listed as a member on any standing committee .
- Chair/lead roles: Board has a non-independent Chair (Stephen M. Merkel, BGC General Counsel); Board does not appoint a Lead Independent Director given ownership structure .
- Attendance: 2024 attendance disclosed for incumbents (independent directors ≥90–100%); Brandon joined in Feb-2025 and has no 2024 attendance disclosure .
- Executive sessions: Independent directors meet in executive session at least twice per year .
Fixed Compensation
| Component | Amount | Applicability to Brandon |
|---|---|---|
| Annual cash retainer (non-employee director) | $100,000 | Not eligible — affiliates’ employees do not receive director pay |
| Board meeting fee | $2,000 per meeting (cap for same-day meetings) | Not eligible |
| Committee meeting fee | $1,000 per meeting | Not eligible |
| Committee chair stipends | Audit $25,000; Compensation $15,000; Corporate Responsibility $15,000 | Not eligible; committee roles are independent directors-only |
Directors who are employees of BGC or its affiliates receive no additional compensation for board service .
Performance Compensation
| Equity Component | Policy | Applicability to Brandon |
|---|---|---|
| Initial RSU grant at appointment | RSUs equal to $70,000 (2-year ratable vest) | Not eligible; applies only to non-employee directors unaffiliated with BGC/Cantor |
| Annual RSU grant (upon re-election) | RSUs equal to $50,000 (2-year ratable vest) | Not eligible |
| Options | None granted to directors in 2024 | Not applicable |
No performance metrics are tied to director equity grants; these are time-based vesting awards for non-employee, non-affiliate directors .
Other Directorships & Interlocks
| Relationship | Nature | Governance Relevance |
|---|---|---|
| CFGM/Cantor voting control | CFGM voting shares sold to Brandon-controlled trusts; upon closing Brandon will control Cantor/CFGM voting blocs over ~66.1% of BGC’s Total Voting Power | Material control/related-party influence; adds conflicts risk; pending regulatory approvals |
| Administrative Services Agreement (ASA) | Cantor provides extensive shared services; BGC paid $107.6mm in 2024 and $71.7mm in 1H25; compensation charges include services by Cantor executives (including Brandon) | Related-party exposure; oversight via Audit Committee; ~$0.71mm (2024) and ~$1.29mm (1H25) allocated to this executive group’s services |
| Pledging | Cantor pledged 10,000,000 BGC Class B shares under a partner loan program | System-level pledging at controlling shareholder; hedging prohibited at BGC for directors, but pledge remains a control-risk indicator |
Expertise & Qualifications
- Education: B.S. Symbolic Systems, Stanford University (2021) .
- Sector/skills: Brokerage; global financial markets; M&A; innovation/strategy; senior leadership per Board skills matrix .
- Prior experience: Credit analysis (Oak Hill Advisors), equity sales & trading; strategy projects in Office of the Chairman at Cantor .
Equity Ownership
| Holder/Vehicle | Security | Quantity | % of Class | Notes |
|---|---|---|---|---|
| Brandon G. Lutnick (via LLC Holder, KBCR, LFA) | Class B | 4,119,184 | 3.8% | Aggregated across LLC Holder 1,610,182; KBCR 2,335,967; LFA 173,035 |
| Brandon G. Lutnick (beneficial, including trusts and conversions) | Class A | 6,106,565 | 1.7% | Includes direct/indirect holdings and Class B convertible equivalents |
| Cantor/CFGM (to be controlled by Brandon upon closing) | Class B | 96,313,001 | 88.0% | Combined CFGM 2,972,524 and Cantor 93,340,477; controls ~66.1% Total Voting Power of BGC |
| Cantor (pledged shares) | Class B (pledged) | 10,000,000 | n/a | Pledged under loan program; converted from Class A in 2018 |
Hedging is prohibited by BGC’s Hedging Policy absent Audit Committee approval; policy applies to directors .
Governance Assessment
- Independence and committee access: Brandon is a non-independent director due to executive roles at the controlling stockholder; he holds no standing committee seats (committees are independent-only), limiting direct influence on audit/compensation oversight while maintaining significant control influence via Cantor/CFGM .
- Control concentration and succession: Pending completion of CFGM voting share transfers to Brandon-controlled trusts will consolidate voting/dispositive power at Brandon, intensifying related-party and control risks; the proxy warns of “additional potential conflicts of interest” post-divestment closing, with unpredictable impacts on Cantor’s control and BGC relationship .
- Related-party exposure: The Cantor ASA embeds substantial service fees and leased-employee compensation flows; allocations include services by Cantor executives (including Brandon), demanding robust independent oversight of pricing, scope, and conflict management via the Audit Committee .
- Alignment signals: Significant personal and affiliated ownership aligns economic interests, but pledging at the controlling entity level introduces financing-related governance risk; BGC’s hedging prohibition mitigates director misalignment on downside protection .
- Attendance/engagement: 2024 attendance data do not cover Brandon (appointed 2025); future disclosures should track his board attendance and engagement to assess effectiveness .
RED FLAGS: Non-independence with pending consolidation of voting control; extensive related-party transactions under ASA; systemic pledging at controlling stockholder; familial succession link to former CEO/Chair raises perception risks for minority investors .