Bryant R. Riley
BRC Group HoldingsAbout Bryant R. Riley
Bryant R. Riley, age 58, is Chairman and Co-Chief Executive Officer of B. Riley Financial (RILY). He has served as Chairman since June 2014, Co-CEO since July 2018, and as a director since August 2009; he holds a B.S. in Finance from Lehigh University . Pay-versus-performance disclosures show a significant drawdown in stockholder return and net losses in 2024, while “compensation actually paid” to each PEO was $499,153 for 2024; Operating Adjusted EBITDA was $126 million in 2024 .
Selected performance context (company-reported “Pay vs Performance”)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Compensation Actually Paid to Mr. Riley ($) | ($15,778,276) | $4,932,653 | $499,153 |
| Total Shareholder Return (Value of $100) ($) | $186.36 | $129.10 | $29.31 |
| Net Income (Loss) (USD millions) | ($160) | ($100) | ($764) |
| Operating Adjusted EBITDA (USD millions) | $394 | $363 | $126 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| B. Riley & Co., LLC | Chairman (since founding) and CEO (1997–2006) | 1997–2017 roles noted | Built the brokerage; foundational to current platform |
| B. Riley Financial, Inc. | Chairman; CEO (2014–2018); Co-CEO (2018–present) | 2014–present | Leads strategy and capital markets execution |
| B. Riley Principal Merger Corp (ALTG), B. Riley Principal Merger Corp II (EOSE), B. Riley Principal 150 (FAZE), B. Riley Principal 250 | Chairman of SPACs | 2019–2023 | Led multiple de-SPAC transactions (ALTG, EOSE, FAZE), one SPAC dissolved in 2023 |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Great American Holdings, LLC | Director | Since Nov 2024 | Current board service |
| Babcock & Wilcox Enterprises (NYSE: BW) | Director | Apr 2019–Sep 2020 | Prior public board |
| Sonim Technologies (NASDAQ: SONM) | Director | Oct 2017–Mar 2019 | Prior public board |
| Freedom VCM Holdings, LLC (indirect parent of Franchise Group) | Director | Sep 2018–Mar 2020; rejoined Aug 2023; resigned Jun 2025 | The entity and affiliates filed for bankruptcy Nov 3, 2024; he resigned Jun 2025 |
| Select Interior Concepts | Director | Nov 2019–Oct 2021 | Prior directorship |
Fixed Compensation
- Base salary: $700,000 (unchanged in 2024) .
- Perquisites/benefits: Executives are eligible for the same benefit plans as all employees; company states no executive perquisites or defined benefit plans beyond a standard defined contribution plan; 401(k) match for 2024 was $5,175 for participating NEOs; for Mr. Riley, “All Other Compensation” primarily reflects dividend equivalents on vested RSUs ($381,668) plus 401(k) match ($5,175) .
Multi-year summary (Riley)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 700,000 | — | 2,118,490 | 548,758 | 3,367,249 |
| 2023 | 700,000 | — | 1,889,256 | 2,974,063 | 5,563,318 |
| 2024 | 700,000 | — | 1,081,780 | 386,843 | 2,168,622 |
Performance Compensation
- Annual incentive plan: Discretionary, with no specific target levels; committee evaluates corporate/business unit/individual performance qualitatively and quantitatively; 2024 remained discretionary (no formulaic metrics disclosed) .
- Long-term equity: Time-based RSUs granted March 4, 2024 (83,086 units; grant-date fair value $1,081,780); vesting one-third on March 15, 2025/2026/2027, subject to continued employment .
- Stock options/option-like instruments: None granted in 2024; company notes no specific option grant timing policy as none were granted .
- Dividend equivalents: Material cash outlay upon RSU vesting; for 2024, Mr. Riley received $381,668 in dividend rights upon vesting consistent with award agreements .
2024 equity award and vesting detail (Riley)
| Grant | Grant date | Type | Amount | Vesting |
|---|---|---|---|---|
| Annual LTI | 3/4/2024 | RSU | 83,086 | 1/3 on 3/15/2025; 1/3 on 3/15/2026; 1/3 on 3/15/2027, subject to service |
| Outstanding unvested as of 12/31/2024 | n/a | RSU | 129,932 | 44,109 vested 3/15/2025; 44,101 vests 3/15/2026; 27,692 vests 3/15/2027; plus 14,030 vested 6/2/2025 |
Equity Ownership & Alignment
- Beneficial ownership: 6,914,063 shares (22.6% of outstanding as of Oct 10, 2025) .
- Shares pledged: 5,804,124 shares pledged as collateral to Axos Bank (initial 4,389,553 approved by Board Feb 27, 2019; additional 1,414,571 pledged in 2023 per 8-K and Schedule 13D) .
- Unvested RSUs at 12/31/2024: 129,932 units; market value $596,388 at $4.59/share .
- Hedging/pledging policy: Company policy prohibits hedging, short sales, margin accounts, and pledging; covered persons may not hold shares in margin or pledge as collateral, absent advance approval; pre-clearance required for trading .
- Stock ownership guidelines: Company discloses no formal equity ownership guidelines for executive officers, though it “encourages” meaningful ownership .
Ownership summary (as disclosed)
| Item | Amount |
|---|---|
| Beneficial shares owned | 6,914,063 (22.6%) |
| Shares pledged | 5,804,124 |
| Unvested RSUs (12/31/2024) | 129,932 |
| Policy on pledging/hedging | Prohibited (shorts, options, margin, pledging; hedging) |
| Executive ownership guidelines | None (encouraged but not formalized) |
Employment Terms
- Agreement: Amended and Restated Employment Agreement (most recently Nov 8, 2025) continues his Co-CEO role; initial term two years with automatic one-year renewals .
- Compensation terms (prior A&R terms summarized in proxy): Base salary $700,000; annual discretionary bonus; annual long-term incentive awards subject to committee discretion and three-year vesting .
- Severance: If terminated without Cause, for death/disability, or resignation for Good Reason—lump-sum severance equal to 4x base salary; plus potential COBRA premium reimbursement for up to 12 months; equity vests on certain terminations per award terms .
- Change-in-control: All outstanding unvested equity awards become fully vested upon a Change of Control (single-trigger equity vesting) .
- Restrictive covenants: Non-compete applies during employment; client non-solicitation during employment; employee non-solicit for one year post-employment; perpetual confidentiality and non-disparagement; 20 days’ notice to terminate employment .
Illustrative payout table (as of 12/31/2024 assumptions, from proxy)
| Scenario | Cash Payment ($) | RSU Acceleration ($) | Div. Rights/Other ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without Cause / death / disability / Good Reason | 2,800,000 | 596,388 | 262,290 | 37,441 | 3,696,119 |
| Change-in-control (equity vesting) | — | 596,388 | 262,290 | — | 858,678 |
Board Governance
- Roles: Chairman of the Board and Co-CEO (combined roles); no lead independent director; independent directors meet in executive session without management; committees are fully independent .
- Independence: Board deems Mr. Riley not independent due to his executive role .
- Committee memberships: None (Mr. Riley is not on Audit, Compensation, or ESG committees) .
- Meeting attendance: Board held 3 regular and 38 additional meetings in 2024; each director attended at least 75% of Board and committee meetings .
- Special committee: A Special Committee was formed Aug 20, 2024 to evaluate a take‑private proposal presented by Mr. Riley; the proposal was withdrawn Mar 3, 2025 and the committee disbanded thereafter .
Director Compensation (context)
- Employee directors (including Mr. Riley) receive no additional pay for Board service; non-employee directors receive cash retainers and equity (RSUs) per policy .
Compensation Committee Analysis
- Consultant: Mercer LLC engaged in 2024 as independent compensation consultant to advise the Compensation Committee .
- Peer group (used for reference, not targeted percentile): BGC Group, Canaccord Genuity, Cowen, Greenhill, Houlihan Lokey, Lazard, Moelis, Oppenheimer, Perella Weinberg, Piper Sandler, PJT Partners .
- Say-on-pay: Last reported stockholder say-on-pay approval was 91.24% at the 2022 annual meeting (triennial SOP cadence aligned to prior vote) .
Related-Party Transactions and Risk Indicators
- Family employment: Charlie Riley (son) employed at a subsidiary; 2024 total compensation $246,129 and 1,460 RSUs granted (3-year ratable vesting) .
- Babcock & Wilcox (BW): Guarantee up to $150 million on BW credit agreement (fee arrangement to RILY); obligations later suspended until Jan 1, 2027; advisory and underwriting fees from BW totaled $3.85 million in 2024 and $1.5 million YTD 2025 .
- Other related parties: Transactions involving director-affiliated entities (Dash Medical Holdings sale; Q‑Mation advisory fee) were reviewed by the Audit Committee .
- Internal control material weaknesses: Multiple material weaknesses disclosed, including ITGCs across subsidiaries, SOC-1 reliance issues at third-party providers, valuation review precision, related-party disclosure controls, income tax provision review, goodwill impairment review, and journal entry review/approval—highlighting control environment risks .
- Pledging/hedging: Company policy prohibits pledging; however, Mr. Riley has an existing, Board‑approved pledge of 5,804,124 shares—introducing potential forced‑sale risk under adverse market conditions .
Performance & Track Record Highlights
- Company-reported TSR (value of $100) declined from $186.36 (2022) to $29.31 (2024); Net loss expanded to ($764) million in 2024; Operating Adjusted EBITDA decreased to $126 million in 2024 .
- “Compensation actually paid” to each PEO fell to $499,153 in 2024, reflecting mark-to-market dynamics on equity awards amid share price declines .
- Strategic processes/governance: Formation of a Special Committee to evaluate Mr. Riley’s take‑private proposal (withdrawn Mar 2025) indicates heightened governance scrutiny .
Investment Implications
- Alignment and pressure: Very large beneficial ownership (22.6%) aligns incentives but is offset by the pledge of ~5.8 million shares, a notable overhang if collateral calls occur; pledging is a governance red flag given stated anti‑pledging policy .
- Pay design risk: Heavy reliance on time‑based RSUs (no PSUs) and discretionary annual bonuses reduces explicit pay-for-performance linkage; material dividend equivalents add cash benefits even when equity/TSR underperform .
- Protection and mobility: Severance of 4x base salary and single‑trigger equity vesting on change‑in‑control increase potential payout magnitude and may influence strategic optionality, while non‑compete applies only during employment with a one‑year employee non‑solicit post‑term .
- Governance and control environment: Combined Chair/Co‑CEO roles, absence of a lead independent director, family employment, and multiple material weaknesses in internal controls heighten governance and execution risk indicators .
- Shareholder sentiment: Historically strong say‑on‑pay support (91.24% in 2022) suggests investor tolerance for the structure; however, the 2024–2025 performance/control disclosures may drive renewed focus on risk alignment and oversight in coming votes .
All data are from company filings as cited above.