Randall E. Paulson
BRC Group HoldingsAbout Randall E. Paulson
Randall E. Paulson (age 64) has served as an independent director of B. Riley Financial since June 18, 2020. He is Chair of the Audit Committee and designated an “audit committee financial expert.” His background spans merchant banking and corporate finance, including senior roles at Bear Stearns, GE Capital, and National Financial Partners; he holds a BSB in Accounting (University of Minnesota) and an MBA from Northwestern’s Kellogg School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Odyssey Investment Partners, LLC | Managing Principal | 2005–2019 | Private equity leadership; portfolio oversight |
| National Financial Partners | EVP – Acquisitions & Strategic Development | Prior to 2005 (dates not precisely specified) | Corporate development and M&A |
| Bear, Stearns & Co. Inc. | Senior Managing Director, M&A and Corporate Finance | 1993–2000 | Led deal execution and financing |
| GE Capital | Merchant Banking Group member | Prior to Bear Stearns (dates not specified) | Principal investing experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dash Medical Holdings, LLC | Director; Co-Managing Member with partner | Current | Board role continues; Company previously held a minority interest (sold 6/13/2024) |
| Testek, Inc. | Director | 2016–Nov 2024 (sold) | Portfolio company oversight |
Board Governance
- Independence: The Board determined Paulson is independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments: Audit Committee Chair; members include Renée E. LaBran and Robert D’Agostino .
- Financial expert: Board designated Paulson as an “audit committee financial expert” per SEC Regulation S-K .
- Attendance and engagement: In 2024, the Board held 3 regular and 38 additional meetings; each director attended at least 75% of Board/committee meetings. The Audit Committee held 2 regular and 28 additional meetings, reflecting intensive oversight demands during the period .
- Leadership structure: Combined Chair/Co-CEO roles (Bryant R. Riley), no lead independent director; independent directors meet in executive session without management. Board may appoint a Presiding Director if needed .
Fixed Compensation
| Component | Amount (USD) | Details |
|---|---|---|
| Annual cash retainer | $75,000 | Non-employee director cash fees since 6/30/2020 |
| Audit Committee Chair fee | $15,000 | Annual chair fee |
| Committee membership fees | Policy: Audit $5,000; Comp $2,500; ESG $2,500 | Applies to members; chair fees noted separately |
| 2024 cash fees earned (Paulson) | $90,000 | Actual 2024 cash compensation reported |
| Other compensation (dividend rights) | $4,993 | Accrued dividend rights paid upon 5/23/2024 vesting of prior RSUs |
Notes:
- Non-employee directors did not receive a 2024 stock grant at year-end; RSUs were approved 8/6/2024 for grant when permissible .
- Special Committee fees for the 2024–2025 take-private review applied to Brandt, LaBran, Walters; Paulson was not on that committee .
Performance Compensation
| Equity Award | Grant Approval Date | Units | Grant Fair Value | Vesting | Dividends |
|---|---|---|---|---|---|
| Annual Director RSUs | Aug 6, 2024 | 3,660 | $75,000 | Treated as vested on June 21, 2025, subject to continued service | Directors receive accrued dividend rights upon vesting for prior grants; for 2024, $4,993 paid on 5/23/2024 vesting of 2023 RSUs |
Performance metrics: Director equity awards are time-based; no performance-conditioned metrics disclosed for non-employee directors .
Other Directorships & Interlocks
| Counterparty | Relationship | Potential Interlock/Conflict | Governance Handling |
|---|---|---|---|
| Dash Medical Holdings, LLC | Paulson is a director and Co-Managing Member | Company held a minority equity stake acquired 3/2/2021 for $2.4M and sold 6/13/2024 for $2.76M | Transaction reviewed/approved by Audit Committee with Paulson excluded from approval, addressing conflict risk |
No current public-company board roles for Paulson are disclosed; external roles listed are private company boards .
Expertise & Qualifications
- Designated audit committee financial expert; deep accounting and financial reporting acuity .
- Extensive M&A and corporate finance experience (Bear Stearns; GE Capital; National Financial Partners) .
- Private equity portfolio oversight (Odyssey Investment Partners) .
- Formal accounting education (BSB) and MBA (Kellogg) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Randall E. Paulson | 318,979 | 1.0% | As of 10/10/2025; address c/o Company |
- As of 12/31/2024, non-employee directors had no outstanding equity awards; 2024 RSUs for directors were approved but to be granted when permissible and vest 6/21/2025 .
- Anti-pledging/hedging policy: Company prohibits pledging, hedging, margin accounts, and derivatives; pre-clearance required for trades by directors and officers .
- No pledging is disclosed for Paulson in beneficial ownership footnotes; pledge disclosures pertain to other insiders (e.g., Co-CEO) .
Governance Assessment
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Strengths:
- Independence and deep financial expertise; Audit Chair designation and SEC “financial expert” status support board effectiveness in oversight of reporting and controls .
- Conflict management: Dash transaction handled via Audit Committee review with Paulson recusal, aligning with related-party governance best practices .
- Engagement intensity: High number of Audit Committee meetings suggests active oversight during a challenging control environment .
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Concerns/RED FLAGS:
- Material weaknesses: Multiple material weaknesses across ITGCs, valuation controls, related-party disclosure, tax, goodwill, and journal-entry review highlight elevated control risk under Audit Committee remit .
- Auditor transition and independence considerations: Dismissal of prior auditor and appointment of BDO with independence issues requiring Audit Committee judgment; although non-audit services ceased and were immaterial, the situation underscores heightened audit oversight demands .
- Board leadership: Combined Chair/Co-CEO and no lead independent director; while independent committees and executive sessions exist, structure can constrain independent board leadership during contentious matters .
- Related-party ecosystem: Company has notable related-party interactions (e.g., B&W guaranty/fees, family employment), increasing the burden on Audit Committee to enforce arm’s-length standards; while not directly tied to Paulson, these dynamics affect overall governance risk .
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Shareholder feedback context:
- Say-on-pay approval in 2022 was 91.24%, indicating historical support for compensation approach, but 2024 results showed negative net income and lower pay levels; Audit Committee must maintain rigor on pay-for-performance alignment amid control remediation .
Overall implication: Paulson’s qualifications and committee leadership are positives, but the concentration of material weaknesses and auditor independence complexities demand sustained, transparent remediation plans and clear reporting to bolster investor confidence .
Policies: Related-party transactions are pre-approved by an independent Audit Committee; dealings must be arm’s-length per the Code of Business Conduct and Ethics .
Executive sessions: Independent directors meet without management present, supporting oversight despite combined Chair/CEO roles .