Mimi K. Walters
BRC Group HoldingsAbout Mimi K. Walters
Independent director at B. Riley Financial (RILY) since July 12, 2019; age 63. Background spans U.S. Congress (2015–2019), California legislature (2004–2014), and prior sell-side roles at Drexel Burnham Lambert and Kidder, Peabody. She is Chief Commercial Officer at Leading Edge Power Solutions (since Nov 2019) and holds a B.A. in political science from UCLA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. House of Representatives (CA-45) | U.S. Representative | 2015–2019 | Served on Energy & Commerce, Judiciary, Transportation & Infrastructure; led work on technology, energy, environmental and healthcare policy |
| California State Senate (SD-37) | State Senator | 2008–2014 | Banking & Financial Institutions; Vice Chair, Public Employment & Retirement |
| California State Assembly (AD-73) | Assembly Member | 2004–2008 | — |
| City of Laguna Niguel | City Council Member; Mayor (2000) | 1996–2004 | Chaired Investment & Banking Committee |
| Drexel Burnham Lambert; Kidder, Peabody & Co. | Investment Executive | 1988–1995 | Financial markets experience |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Leading Edge Power Solutions, LLC | Chief Commercial Officer | Nov 2019 | Current operating role |
| Eos Energy Enterprises, Inc. (NASDAQ: EOSE) | Director | Nov 2020 | Current public company directorship |
| Pacific Specialty Insurance Company | Director | Jan 2025 | Private company board role |
| Soaring Technologies | Director | July 2025 | Private/other board role |
Board Governance
- Committee assignments and chair roles: Chairs the Environmental, Social and Corporate Governance (ESG) Committee; not listed on Audit or Compensation Committees .
- Independence: Board determined Walters to be independent under Nasdaq Rule 5605(a)(2) .
- Attendance and engagement: In FY2024, the Board held 3 regular and 38 additional meetings; each director attended at least 75% of applicable Board and committee meetings .
- Executive sessions and leadership: Board combines Chair/CEO role (Bryant Riley) but relies on independent committees and executive sessions without management; no designated lead independent director .
- Special Committee service (conflict oversight): Served on the Special Committee (with Brandt and LaBran) to evaluate Bryant Riley’s take-private proposal; received an initial $30,323 prorated fee for Aug/Sep 2024 and $15,000 monthly thereafter; the proposal was withdrawn March 3, 2025 and the committee was disbanded shortly after .
Fixed Compensation (Director)
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual cash retainer | $60,000 | — | Standard non-employee director cash fee (policy is $75,000/year) |
| Fees earned or paid in cash (total) | $60,000 | $140,323 | 2024 cash includes base and committee fees plus Special Committee fees (see Board Governance) |
| Committee chair/member retainers | Included above | Included above | ESG Chair $5,000; ESG membership $2,500; Audit member $5,000; Comp member $2,500 (policy) |
| All other compensation (dividend equivalents) | $5,960 | $4,993 | Accrued dividend rights paid upon vesting of prior RSUs |
Director fee policy: Since June 30, 2020—$75,000 cash + $75,000 in RSUs annually; committee chair/member fees per policy noted above .
Performance Compensation (Director Equity)
| Grant/Approval | Type | Units/Value | Vesting | Notes |
|---|---|---|---|---|
| May 23, 2023 grant | RSUs | 1,997 units; $75,000 grant-date value (at $37.55) | Vested May 23, 2024 | Dividend equivalents paid at vest (Walters’ 2023 “All other comp” $5,960; 2024 “All other comp” $4,993 across directors) |
| Aug 6, 2024 approval (to be granted when permissible) | RSUs | 3,660 units (for $75,000 annual grant) | Treated as vested June 21, 2025, subject to continued service | As of Dec 31, 2024, directors had no equity awards outstanding pending permissible grant timing |
Other Directorships & Interlocks
- Current public company board: Eos Energy Enterprises (EOSE) since Nov 2020 .
- RILY–EOSE nexus: B. Riley Principal Merger Corp. II (chaired by Bryant Riley) completed its business combination with Eos Energy Enterprises in 2020—a potential network linkage relevant to information flows; Walters’ EOSE directorship began after that transaction .
- Additional boards: Pacific Specialty Insurance Company (since Jan 2025) and Soaring Technologies (since July 2025) .
Expertise & Qualifications
- Governance and policy expertise from Congressional and state legislative service (finance, technology, energy, healthcare policy) .
- Capital markets and commercial experience via prior investment executive roles and current CCO position .
- Board leadership: ESG Committee Chair overseeing director nominations and corporate governance practices .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Mimi K. Walters | 10,262 | <1% | As of Oct 10, 2025; 30,597,066 shares outstanding |
- Pledging/hedging: Company policy prohibits short sales, options on company stock, margin/pledging, and hedging; pre-clearance is required for trades . No pledging disclosed for Walters; contrast: CEO Bryant Riley has pledged shares (board-approved), but this does not pertain to Walters .
Governance Assessment
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Strengths for investor confidence:
- Independent director with chair role on ESG Committee and experience overseeing nominations and governance .
- Demonstrated engagement: served on Special Committee addressing a material conflict (management-led take-private proposal), with formal compensation disclosed; proposal withdrawn and committee disbanded .
- Attendance: met the “≥75%” threshold in a high-activity year (3 regular + 38 additional Board meetings in 2024) .
- Compliance: Section 16 filings for insiders (including directors) were timely per 2025 proxy .
-
Watch items / potential red flags:
- Ownership alignment is modest (10,262 shares, <1%), though director compensation historically includes annual RSUs (2024 grant timing delayed) .
- Broader company risk context: 2025 proxy discloses multiple material weaknesses in internal control and an auditor transition with independence considerations; while not specific to Walters, these elevate board-level risk oversight demands (Walters is not on Audit) .
- Network linkage: Walters sits on EOSE’s board; RILY’s SPAC chaired by Bryant Riley took EOSE public in 2020, a potential information-flow interlock to monitor, though no related-party transaction with Walters is disclosed .
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Director compensation structure (signals):
- Cash vs equity: Policy targets 50/50 cash/equity ($75k/$75k), plus modest committee fees. 2024 lacked an immediate equity grant due to “permissible grant” timing; RSUs were approved and treated to vest in mid-2025—watch execution and future cadence .
- Special Committee fees were disclosed and time-bound, mitigating concerns about persistent supplemental compensation for extraordinary service .
Overall, Walters presents as an independent, governance-focused director with public policy and capital markets experience, active in committee leadership and special committee conflict review. Key monitoring items are her ownership alignment (modest absolute holdings) and the company’s broader internal control and audit transition issues (board-level oversight), though these are not specific to her committee remit .