Michael J. Sheldon
BRC Group HoldingsAbout Michael J. Sheldon
Independent director at B. Riley Financial since July 2017; not standing for re‑election at the December 1, 2025 annual meeting, with the company stating the decision was not due to any disagreement on operations, policies, or practices. Former CEO of Deutsch North America (2015–2019) and of Deutsch Los Angeles (1997–2015); B.A. in Advertising from Michigan State University. Age 66; classified as an independent director under Nasdaq rules. Tenure on the RILY board ends at the commencement of the 2025 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deutsch North America | Chief Executive Officer | Jan 2015 – Dec 2019 | Led one of the most awarded U.S. creative agencies; marketing/operator perspective for board deliberations. |
| Deutsch Los Angeles | Chief Executive Officer | Sep 1997 – Jan 2015 | Built and led LA office; brand/advertising expertise relevant to client acquisition and firm reputation. |
External Roles
No current public company directorships disclosed; biography lists operating roles in marketing/advertising, not other public boards.
Board Governance
- Independence and service: Board deems Sheldon independent (Nasdaq 5605(a)(2)); he served on the Compensation Committee (member, not chair). He will not stand for re‑election at the 2025 AGM; his term ends at the meeting’s commencement.
- Committee assignments (recent years):
- Compensation Committee member (2023–2025); chair is Robert D’Agostino. Sheldon co‑signed the Compensation Committee Report.
- Attendance: In FY2024, the board held 3 regular and 38 additional meetings; each director attended at least 75% of board and committee meetings. In FY2023, the board held 4 regular and 6 additional meetings; each director attended at least 75%.
- Board leadership and executive sessions: Combined Chair/Co‑CEO structure (Bryant Riley) with independent-only executive sessions held regularly; no lead independent director designated.
- Special Committee context: A Special Committee (Brandt, LaBran, Walters) reviewed a take‑private proposal in 2024; it was disbanded after the proposal was withdrawn in March 2025. Sheldon was not a member.
Fixed Compensation
Director compensation framework and Michael J. Sheldon’s actual pay:
| Item | 2023 | 2024 |
|---|---|---|
| Annual cash retainer (standard) | $75,000 (framework) | $75,000 (framework) |
| Committee membership fee (Compensation Committee) | $2,500 (framework) | $2,500 (framework) |
| Committee chair fees (if applicable) | $0 (member only) | $0 (member only) |
| Cash fees actually paid (Sheldon) | $58,125 | $77,500 |
| All other compensation (dividend equivalents on prior RSUs) | $5,960 | $4,993 |
| Total (Sheldon) | $139,085 (includes $75,000 RSUs) | $82,493 (no 2024 stock award recognized) |
Notes:
- Standard non‑employee director pay: $75,000 cash + $75,000 in RSUs annually; committee membership fees ($5,000 Audit; $2,500 Compensation; $2,500 ESG); committee chair fees ($15,000 Audit; $10,000 Compensation; $5,000 ESG).
- FY2024: Non‑employee directors did not receive stock awards during the fiscal year; however, 3,660 RSUs per director for the 2024 annual grant were approved on Aug 6, 2024 to be granted when permissible and to vest June 21, 2025 (no equity outstanding for directors at 12/31/2024).
Performance Compensation
- Structure: Director equity is time‑based RSUs (annual grants) with vesting aligned to the next annual meeting; no performance metrics are applied to director equity awards.
- Recent equity grants:
- 2023: 1,997 RSUs granted to each non‑employee director on May 23, 2023 ($75,000 grant value; vested May 23, 2024 or at 2024 AGM).
- 2024: 3,660 RSUs approved Aug 6, 2024 for each non‑employee director (for $75,000 annual grant), to vest June 21, 2025; granted when permissible under the plan.
| Equity Award Detail | Grant Date | Units | Vesting | Notes |
|---|---|---|---|---|
| 2023 Director RSUs (Sheldon) | 2023-05-23 | 1,997 | Vest on earlier of next AGM or 2024-05-23 | Dividend equivalents paid at vest. |
| 2024 Director RSUs (Sheldon) | 2024-08-06 (approved) | 3,660 | Treat as vested 2025-06-21 | Approved; granted when permissible; no 12/31/2024 outstanding. |
Other Directorships & Interlocks
- Interlocks: Company discloses no Compensation Committee interlocks or insider participation for 2024; Sheldon was a Compensation Committee member and not an officer/employee.
- Other public boards: None disclosed for Sheldon.
Expertise & Qualifications
- Core skills: Entrepreneurial leadership; brand/marketing and client development; operator experience in professional services/agency model; contributes to compensation oversight and stakeholder perception.
- Designations: Independent director (Nasdaq standard). Not designated as Audit Committee Financial Expert (that role is held by Randall E. Paulson).
Equity Ownership
| Metric | Date | Amount |
|---|---|---|
| Beneficial ownership (Sheldon) | 2024-05-02 | 56,677 shares (<1%) |
| Beneficial ownership (Sheldon) | 2025-10-10 | 56,677 shares (<1%) |
| Unvested director equity at 12/31/2024 | 2024-12-31 | None (no awards outstanding as of year‑end) |
| Pledged shares | — | None disclosed for Sheldon; company policy prohibits pledging by covered persons. |
Ownership guidelines: No director stock ownership guidelines disclosed in the proxy statements.
Governance Assessment
- Independence and engagement: Sheldon is independent, attended ≥75% of meetings, and served on the Compensation Committee, including co‑signing the committee’s report—supporting engagement in pay governance.
- Pay and alignment: Cash/equity mix is balanced at 50/50 by policy; 2023 included $75k RSUs, while 2024 equity was approved but not granted during FY due to plan timing—dividend equivalents are modest; equity is time‑based (no performance conditions).
- Transitions: Departure at the 2025 annual meeting reduces Compensation Committee continuity, with the committee continuing under chair Robert D’Agostino (and member Robert Antin). Monitoring post‑2025 committee composition and experience depth is warranted.
- Conflicts/related parties: No related‑party transactions disclosed involving Sheldon. Company‑level related‑party items (e.g., family employment, external guarantees, affiliate engagements) were reviewed via Audit Committee processes; none implicate Sheldon directly.
- Broader control environment: 2025 proxy reports multiple material weaknesses (ITGCs, related‑party disclosure precision, valuation reviews, tax provision, journal entry controls) and auditor transition/independence considerations—board oversight remains critical; while not attributed to Sheldon, these affect investor confidence and require robust committee oversight.
- Shareholder voice: Prior say‑on‑pay in 2022 received 91.24% support; in 2025 the board recommends triennial frequency—continued focus on aligning pay and performance and engaging with investors is advisable.
Director Compensation Detail (Sheldon)
| Component | 2023 | 2024 |
|---|---|---|
| Cash fees | $58,125 | $77,500 |
| Stock awards (grant date fair value) | $75,000 | $0 (2024 awards approved but not granted in FY) |
| All other compensation (dividend equivalents) | $5,960 | $4,993 |
| Total | $139,085 | $82,493 |
Committee Service Snapshot
| Committee | Role | 2023 | 2024 | 2025 (through AGM) |
|---|---|---|---|---|
| Compensation Committee | Member | Yes | Yes | Yes (until term ends) |
Key Disclosures Relevant to Board Effectiveness and Conflicts
- Independence determination: Board determined Sheldon independent.
- Attendance: Each director ≥75% of meetings in 2024; robust meeting cadence (3 regular + 38 additional).
- Interlocks: None for Compensation Committee.
- Related‑party transactions: None involving Sheldon; company has several, overseen by Audit Committee and disclosed.
- Anti‑hedging/anti‑pledging policy: Prohibits short sales, options, hedging, margin, and pledging by covered persons.
Summary Signals for Investors
- Positive: Independent status; active Compensation Committee service; consistent attendance; director pay structure uses equity to align interests; no disclosed conflicts for Sheldon.
- Watch items: His departure reduces Compensation Committee continuity; broader company control weaknesses and auditor transition heighten the importance of committee oversight post‑departure.