Margaret Brechtel
About Margaret Brechtel
Margaret W. Brechtel is Executive Vice President, Treasurer, Chief Financial Officer and Secretary of Rand Capital Corporation, serving since December 1, 2021; she has been an officer of Rand since 2002 (Controller, then Vice President of Finance from January 2009) and is a Certified Public Accountant with a BS and MBA from SUNY Buffalo; age 59 as of the 2025 proxy . Rand is externally managed by Rand Capital Management, LLC (RCM), and the proxy statements do not disclose executive-specific TSR, revenue or EBITDA metrics tied to her compensation; following externalization, Rand’s CEO and CFO receive no direct compensation from Rand, with advisory fees paid to RCM based on base management fees plus income- and capital-gains-based incentive fees .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rand Capital Corporation | Executive Vice President, Treasurer, Chief Financial Officer and Secretary | Dec 2021–present | Oversight of finance, treasury and reporting under external adviser model; continuity through leadership transition |
| Rand Capital Corporation | Vice President of Finance | Jan 2009–Nov 2021 | Led finance prior to externalization; supported portfolio evolution and reporting |
| Rand Capital Corporation | Controller | 2002–Jan 2009 | Built core financial controls and processes |
| Cellular One | Operations Manager and Controller | Not disclosed | Operational finance leadership prior to Rand |
| Park Associates; Comptek Research; Praxair; KPMG | Finance/Accounting roles | Not disclosed | Foundational accounting and corporate finance experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rand Capital Management, LLC (RCM) | Executive Vice President and Chief Financial Officer | Dec 2021–present | Finance leadership at external investment adviser; alignment with Rand’s advisory model |
| Rand Capital Management, LLC (RCM) | Vice President of Finance | Nov 2019–Dec 2021 | Supported externalization transition and advisory operations |
Fixed Compensation
Rand is externally managed; its CEO and CFO (including Ms. Brechtel) receive no direct compensation from Rand. Any compensation for these executives is paid by RCM and not disclosed in Rand’s proxy.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Direct cash compensation from Rand to CFO | $0 | $0 |
Context: Rand pays advisory and administration fees to RCM under the Advisory and Administration Agreements.
| Fee Component (paid to RCM) | FY 2023 Amount | FY 2024 Amount |
|---|---|---|
| Base management fee | $1,057,166 | $1,212,160 |
| Capital gains-based incentive fee | $692,000 | $1,727,000 |
| Income-based incentive fee | $0 | $178,218 |
| Administration expense reimbursements | $155,887 | $178,749 |
| RCM reimbursements back to Rand | $9,856 | $9,856 |
Performance Compensation
Rand does not grant executive incentive awards (e.g., RSUs, PSUs, options) post-externalization; compensation-related “performance” at the corporate level is reflected in advisory fees to RCM with income- and capital-gains-based components.
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Income-based advisory fee (RCM) | Not disclosed | Not disclosed | $178,218 (FY 2024) | Paid to RCM | N/A |
| Capital gains-based advisory fee (RCM) | Not disclosed | Not disclosed | $1,727,000 (FY 2024) | Paid to RCM | N/A |
| Base management fee (RCM) | Not disclosed | Not disclosed | $1,212,160 (FY 2024) | Paid to RCM | N/A |
Notes:
- No executive bonus, RSU/PSU or option awards, vesting schedules, or severance economics are disclosed for Ms. Brechtel at Rand due to the external adviser model .
- Rand has no standing Compensation Committee post-externalization; Governance & Nominating handles any residual functions .
Equity Ownership & Alignment
| Metric | As of Mar 20, 2024 | As of Mar 6, 2025 |
|---|---|---|
| Beneficial shares owned (CFO) | 0 | 0 |
| Shares outstanding | 2,581,021 | 2,969,814 |
- Hedging, short sales, and derivatives prohibited; margin accounts require pre-approval and none requested by directors or officers .
- No disclosures of pledged shares or officer ownership guidelines; directors’ equity ranges disclosed separately (not applicable to Ms. Brechtel) .
Employment Terms
| Item | Disclosure |
|---|---|
| Employment start at Rand | Officer since 2002; CFO/EVP/Treasurer/Secretary since Dec 1, 2021 |
| Contract term/expiration | Not disclosed (external adviser employee) |
| Severance / change-of-control | Not disclosed (no Rand employees) |
| Non-compete / non-solicit | Not disclosed |
| Clawback provisions | Not disclosed for officers; anti-hedging policy enforced |
| Anti-hedging / margin restrictions | Prohibited; margin accounts require CCO approval; none requested |
Governance and Control Context (Influences on Compensation Alignment)
- Rand qualifies as a “controlled company”: East Asset Management owns ~64.2% of shares (March 2024/2025 records), and designates directors per a shareholder agreement; compensation committee exemption applied post-externalization .
- Board committees (Audit; Governance & Nominating) are independent; meeting attendance 100% in 2023–2024; audit fees and tax fees disclosed and overseen by the Audit Committee .
Risk Indicators & Red Flags
- Zero beneficial ownership by CFO may indicate limited direct equity alignment under current structure .
- Compensation transparency is limited due to external adviser model; executive compensation paid by RCM rather than Rand, with no individual executive compensation disclosure .
- Anti-hedging and margin restrictions reduce hedging/pledging risk .
- Section 16(a) compliance timely for officers and directors in 2023–2024 .
Investment Implications
- Alignment: Ms. Brechtel holds no Rand shares, and executive compensation is paid by RCM; investor analysis of alignment and incentives should focus on RCM’s fee structure (income/capital gains) and portfolio performance rather than individual equity awards .
- Retention risk: Long tenure at Rand (since 2002) and leadership continuity since 2021 suggest operational stability; however, absence of disclosed employment/severance terms at Rand means retention levers reside within RCM’s contracts and policies (not disclosed) .
- Trading signals: With zero holdings, insider selling pressure from the CFO is immaterial; anti-hedging policy further limits hedging-related signals .
- Governance: Controlled company status (East at ~64%) shapes board composition and exempts a compensation committee, placing more weight on Audit and Governance & Nominating oversight; investors should monitor advisory fee outcomes (income and capital gains fees) as proxies for performance-linked compensation flows .