Howard Weitzman
BRC Group HoldingsAbout Howard Weitzman
Howard Weitzman is Senior Vice President and Chief Accounting Officer (CAO) of B. Riley Financial and has served in this role since December 2009. He is 63 and a California-licensed CPA with a B.S. in Accounting from California State University, Northridge. Prior roles include Senior Manager in Moss Adams’ SEC Services Group, 12 years in Big Four public accounting (Senior Manager in Deloitte’s financial services audit), and finance leadership at Banner Holdings and Peoples Choice Financial (SVP & CFO). Company performance context during his tenure: cumulative TSR fell to $29.31 in 2024 (from $129.10 in 2023), Operating Adjusted EBITDA declined to $126 million, and net loss was $764 million; prior years showed stronger results including TSR at $448.30 in 2021 and Operating Adjusted EBITDA at $440 million in 2021 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Moss Adams LLP | Senior Manager, SEC Services Group | Prior to Dec 2009 | SEC reporting and public company audit readiness |
| Deloitte & Touche LLP (Big Four) | Senior Manager, Financial Services Audit | 12 years (prior to Dec 2009) | Financial services audits; internal control and GAAP expertise |
| Banner Holdings, Inc. | CFO, Central Financial Acceptance; Controller/PAO, Central Rents | Not disclosed | Led finance, accounting, and control functions |
| Peoples Choice Financial Corporation | SVP & CFO | Not disclosed | Corporate finance leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No external directorships disclosed for Weitzman in Company filings |
Fixed Compensation
- Base salary, target bonus, and actual bonus are not disclosed for Weitzman in the proxy. Company-wide program emphasizes performance-based pay, with base salary typically less than half of total direct compensation for named executive officers; annual incentive bonuses are discretionary and long-term equity is granted under the 2021 Plan .
- Company states executives receive standard employee benefits and no executive perquisites or defined benefit pensions; no formal equity ownership guidelines for executive officers .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout mechanics | Vesting |
|---|---|---|---|---|---|---|
| Annual incentive | Discretionary; factors include Company and individual performance | Not disclosed | Not disclosed | Company evaluates qualitative/quantitative indicators | Cash or stock at Committee discretion | N/A |
| Long-term equity | RSUs (company practice) | Not disclosed | Not disclosed | N/A | Aligns with shareholders; retention tool | Company’s 2024 RSUs vest one-third on Mar 15, 2025, one-third on Mar 15, 2026, one-third on Mar 15, 2027 (for NEO grants) |
Pay-versus-performance context used by the Board includes Operating Adjusted EBITDA, overall Adjusted EBITDA, and TSR as key measures for linking pay and performance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | Weitzman reported a Form 4 transaction dated 2025-03-18: 915 shares at $3.05 ($2,791), with 66,071 shares reportedly held after the transaction . |
| Hedging/pledging | Company policy prohibits short sales, options trading on Company stock, holding shares in margin accounts, pledging, and hedging by covered persons (directors and executive officers), unless advance approval is obtained; pre-clearance of trades required . |
| Ownership guidelines | Company does not have formal executive ownership guidelines; executives encouraged to hold meaningful ownership . |
| Clawbacks | No clawback policy disclosure in the proxy for executives other than standard award agreement features; not disclosed for Weitzman . |
| Section 16 compliance | Company notes all Section 16 filings timely, except one late Form 4 filed by Howard Weitzman on 2023-12-29 for a gift of shares . |
Employment Terms
- No specific employment agreement for Weitzman is disclosed in the 2025 proxy; detailed severance and change-of-control terms are provided only for named executive officers (Riley, Kelleher, Ahn, Young, Moore, Forman) .
- Company-wide insider trading policy and compliance obligations apply to the CAO role (pre-clearance, prohibitions on hedging/pledging, etc.) .
Performance & Track Record
Company outcomes that frame the CAO’s control and reporting environment:
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Cumulative TSR – Value of $100 investment | $186.22 | $448.30 | $186.36 | $129.10 | $29.31 |
| Net Income (Loss), $ millions | $205 | $445 | $(160) | $(100) | $(764) |
| Operating Adjusted EBITDA, $ millions | $324 | $440 | $394 | $363 | $126 |
Control environment & governance:
- 2025 proxy discloses several material weaknesses in internal control over financial reporting across subsidiaries and review controls (ITGCs, related-party disclosures, income tax provision, goodwill, journal entry approvals), elevating execution and reporting risk for finance leadership (including CAO) .
- CFO transition announced May 2025, with new CFO employment terms focused on filings and cost reductions; relevant to the CAO’s collaboration and remediation roadmap .
Compensation Committee Analysis
- Committee members: Robert D’Agostino (Chair), Robert L. Antin, Michael J. Sheldon; all independent .
- Independent consultant Mercer supported benchmarking and peer group analysis (BGC, Canaccord, Cowen, Greenhill, Houlihan Lokey, Lazard, Moelis, Oppenheimer, Perella Weinberg, Piper Sandler, PJT). Committee does not target a specific percentile; uses peer data as one input .
- Say-on-Pay approval: 91.24% support at 2022 annual meeting (triennial frequency preference) .
Related Party Transactions & Red Flags
- Company-level related party transactions and guaranty arrangements disclosed (e.g., Babcock & Wilcox, Whitehawk, Dash Medical, Q-mation), with Audit Committee review processes; not specifically tied to Weitzman .
- Anti-pledging policy applies to covered persons; notable exception/board-approved pledging disclosed for Bryant Riley, underscoring policy enforcement nuance at the Company level .
- Late Form 4 by Weitzman (gift, Dec 2023) noted; otherwise Company asserts timely Section 16 compliance .
Investment Implications
- Alignment: The CAO has long tenure (since 2009) and is a CPA with deep SEC/public audit experience, which is positive for remediation. Company policies restrict hedging and pledging, supporting alignment; no formal ownership guidelines, but Form 4 indicates continued personal shareholding and activity .
- Retention and incentives: Specific CAO pay and severance terms are undisclosed; equity award patterns at the Company generally use time-based RSUs with three-year vesting, which can create periodic selling pressure at vest dates across executives, though hedging/pledging restrictions moderate leverage-based risks .
- Execution risk and trading signals: Multiple material weaknesses elevate financial reporting risk; monitor remediation milestones, timely filings (noted CFO agreement incentives tied to SEC filings), and any CAO-related Form 4 activity around vesting windows for potential pressure signals. Governance scrutiny remains high given 2024–2025 control disclosures and strategic transactions .