Alan N. Forman
BRC Group HoldingsAbout Alan N. Forman
Alan N. Forman, age 64, serves as Executive Vice President, General Counsel and Secretary of B. Riley Financial, a role he has held since May 2015 (approximately 10 years of tenure). He previously was SVP/GC at STR Holdings and a partner at Brown Rudnick, and holds a B.A. in Economics (Emory University) and a J.D. (George Washington University Law School) . Company performance used in pay context: 2024 Net Income (Loss) was ($764) million and Operating Adjusted EBITDA was $126 million; cumulative TSR for a $100 investment measured from year-end 2019 was $29.31 as of 2024 . The Board references Operating Adjusted EBITDA among performance measures considered when awarding discretionary bonuses .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| STR Holdings, Inc. | Senior Vice President & General Counsel | Apr 2012–May 2015 | Led corporate/securities, IP licensing, financing, governance, M&A legal support |
| STR Holdings, Inc. | Vice President & General Counsel | May 2010–Apr 2012 | Built legal framework for corporate and securities matters |
| Brown Rudnick LLP | Partner | May 1998–May 2010 | Corporate/securities law, transactions, governance for clients |
External Roles
No public company directorships or external board roles disclosed for Mr. Forman in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 450,000 | 450,000 | 450,000 |
| All Other Compensation ($) | 159,475 | 611,714 | 46,370 |
All Other Compensation – 2024 components:
| Component | Amount ($) |
|---|---|
| Dividend rights paid upon RSU vesting | 41,195 |
| 401(k) employer match | 5,175 |
Performance Compensation
Annual Cash Incentive – structure and 2024 payout:
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Discretionary (Committee-assessed) with Operating Adjusted EBITDA considered | Discretionary (no fixed weighting disclosed) | Not disclosed | Operating Adjusted EBITDA $126m (company-level) | 675,000 (2024 bonus) | Cash; paid by Mar 15 following year, subject to continued employment |
Equity Awards – 2024 grant:
| Grant Date | Award Type | Units | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Mar 4, 2024 | Time-based RSUs | 23,739 | 309,082 | 1/3 on Mar 15, 2025; 1/3 on Mar 15, 2026; 1/3 on Mar 15, 2027, subject to continued employment |
Vesting realized in 2024:
| Date | Shares Vested | Value Realized ($) |
|---|---|---|
| Mar 15, 2024 | 2,462 | Included in 2024 vesting total; company FMV mechanics disclosed |
| May 31, 2024 | 2,740 | Included in 2024 vesting total; company FMV mechanics disclosed |
Outstanding unvested RSUs (as of 12/31/2024) and scheduled vesting:
| Vest Date | Unvested RSUs |
|---|---|
| Mar 15, 2025 | 10,376 |
| Jun 2, 2025 | 1,373 |
| Mar 15, 2026 | 10,373 |
| Mar 15, 2027 | 7,912 |
Unvested RSUs market value (as of 12/31/2024): 30,034 RSUs × $4.59 = $137,856 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 123,283 shares as of Oct 10, 2025 |
| Ownership as % of shares outstanding | ~0.40% = 123,283 / 30,597,066 shares outstanding |
| Vested vs unvested equity (12/31/2024) | Unvested RSUs: 30,034 ; vesting dates listed above |
| Options | None disclosed for Mr. Forman; Company did not grant options in 2024 |
| Pledging/Hedging | Company policy prohibits pledging, hedging, short sales, margin accounts; pre-clearance required |
| Ownership guidelines | No formal executive ownership guidelines; executives encouraged to maintain meaningful ownership |
Employment Terms
| Term | Key Economics / Conditions |
|---|---|
| Agreement | Amended and restated April 11, 2023 |
| Base Salary | $450,000 per year |
| Annual Bonus | Discretionary, based on individual/company performance; paid in cash by Mar 15 following year; subject to continued employment |
| Annual LTI | Eligible annually; typical RSUs vest over 3 years, subject to Committee approval |
| Severance (termination w/o Cause, death/disability, or resignation for Good Reason) | Lump sum equal to 2× base salary; COBRA reimbursement up to 12 months; release required |
| Change-of-Control treatment | All outstanding unvested equity (options/RSUs/SARs/other equity-linked awards) fully vest; exercisable for remainder of term |
| Notice | 20 days prior written notice to terminate |
| Restrictive covenants | Non-compete and client non-solicitation during employment; employee non-solicitation for 1 year post-employment; perpetual confidentiality/non-disparagement |
Pay vs Performance Context (Company-level)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR – $100 initial investment | $186.22 | $448.30 | $186.36 | $129.10 | $29.31 |
| Russell 2000 Financials TSR – $100 initial | $95.77 | $124.45 | $105.20 | $118.08 | $137.66 |
| Net Income (Loss) (millions) | $205 | $445 | ($160) | ($100) | ($764) |
| Operating Adjusted EBITDA (millions) | $324 | $440 | $394 | $363 | $126 |
Governance and shareholder feedback:
- Say‑on‑pay approval at 2022 annual meeting: 91.24% of votes cast (triennial say‑on‑pay schedule) .
- Compensation peer group used by Mercer includes Houlihan Lokey, Lazard, Moelis & Company, Piper Sandler, PJT Partners, among others .
Risk indicators (company-level context relevant to compensation design and retention):
- Material weaknesses identified across ITGCs, valuation reviews, related party disclosure precision, journal entry controls (2024 control environment) .
- Audit-related fees in 2024 included costs “in connection with SEC investigation” .
Investment Implications
- Compensation alignment: Mr. Forman’s cash bonus is discretionary and tied to overall company/individual results; the Board considered Operating Adjusted EBITDA in 2024, with his $675k bonus paid despite negative GAAP Net Income, indicating emphasis on adjusted operating metrics and qualitative contributions rather than GAAP profitability .
- Retention risk: He holds a three-year RSU vest schedule (significant unvested tranches through 2027) and has 2× salary severance economics; this structure favors retention with moderate protection vs change-of-control that accelerates all unvested equity (single-trigger vesting), potentially increasing turnover optionality in a transaction .
- Insider selling pressure: Upcoming vesting dates in 2025–2027 and dividend right mechanics can contribute to periodic liquidity events; absence of options and prohibition on pledging/hedging reduce forced selling risk versus levered positions .
- Ownership alignment: Beneficial ownership of ~0.40% of outstanding shares indicates material alignment, though the company has no formal executive ownership guidelines; policy guardrails against pledging/margin help enforce alignment .
- Execution risk: Company-level internal control material weaknesses and audit changes raise near-term governance risk; however, Mr. Forman’s long tenure as GC/Secretary suggests continuity in legal/governance processes as remediation proceeds .