Renée E. LaBran
BRC Group HoldingsAbout Renée E. LaBran
Independent director of B. Riley Financial since August 11, 2021 (age 65). Venture investor and operator: co‑founded Rustic Canyon Partners (VC) and served as Partner at Rustic Canyon/Fontis Partners (growth and lower middle market buyouts). Education: MBA (with distinction), Harvard Business School; AB in Economics, UC Berkeley; Adjunct Professor, UCLA Anderson MBA program. Current operating role: Interim President of FindLaw (an Internet Brands business) since December 2024. Independence affirmed by the Board under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| B. Riley Financial, Inc. | Independent Director | Aug 11, 2021 – present | Audit Committee member; ESG Committee member |
| Rustic Canyon Partners / Rustic Canyon/Fontis Partners | Co‑Founder; Partner (RC/Fontis) | RCP launched 2000; Partner 2006–2021 | Led investments; board/advisor to portfolio cos; oversaw finance and operations |
| State Bar of California (Board of Trustees) | Governor‑appointed public member (non‑attorney) | Mar 2015 – Dec 2020 | Public oversight on governance/regulatory matters |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Idealab, Inc. | Director | Mar 2015 – present | Incubator/venture studio board service |
| Stravos Education, LLC | Director | Aug 2022 – present | Private company director |
| FindLaw (Internet Brands) | Interim President | Since Dec 2024 | Operating role; digital media, marketing services, software |
| Iconic Sports Acquisition Corp (NYSE: ICNC-UN) | Director | Oct 2021 – Oct 2023 | SPAC; prior public directorship |
| Sambazon, Inc. | Director | 2009 – 2021 | Prior private board |
| TomboyX | Director | 2018 – 2019 | Prior private board |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent director under Nasdaq Rule 5605(a)(2) |
| Committees | Audit Committee (member); ESG Committee (member) |
| Committee chair roles | None; Audit Chair: Randall E. Paulson; ESG Chair: Mimi K. Walters |
| Attendance | All directors attended ≥75% of Board and committee meetings in FY2024 |
| Board/Committee meeting cadence (FY2024) | Board: 3 regular + 38 additional; Audit: 2 regular + 28 additional; ESG: 3 regular |
| Special Committee service | Member of Special Committee reviewing Co‑CEO Bryant Riley’s take‑private proposal; initial $30,323 (Aug/Sep) then $15,000 monthly; proposal withdrawn Mar 3, 2025; committee disbanded thereafter |
| Board leadership | Combined Chair/Co‑CEO (Bryant R. Riley); no lead independent director; independent directors meet in executive session regularly |
Fixed Compensation
| Component (Directors) | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $75,000 cash (quarterly) | In place since June 30, 2020 |
| Annual equity retainer | $75,000 in RSUs under 2021 Plan | Time‑based; vesting on the following June 21, subject to service; CIC acceleration |
| Committee chair fees | Audit Chair: $15,000; Compensation Chair: $10,000; ESG Chair: $5,000 | Annual |
| Committee member fees | Audit: $5,000; Compensation: $2,500; ESG: $2,500 | Annual |
| Special Committee fees (take‑private review) | $30,323 initial (pro‑rated Aug/Sep 2024) + $15,000 per month | Brandt, LaBran, Walters; ceased after withdrawal Mar 3, 2025 |
| Renée E. LaBran – Director Compensation (FY2024) | Amount ($) |
|---|---|
| Fees earned (cash) | 142,823 |
| Stock awards | — (RSUs for 2024 were approved but not granted in FY2024; see Performance Compensation) |
| All other compensation (dividend equivalents) | 4,993 |
| Total | 147,816 |
Performance Compensation
| Equity Instrument | Grant/Approval Date | Shares/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual Director RSUs | Approved Aug 6, 2024 | 3,660 RSUs (for $75,000 annual equity grant) | Vests June 21, 2025, subject to continued service | None; time‑based only |
| Director equity framework | Ongoing | $75,000 in RSUs annually | Time‑based vesting; CIC acceleration | No director performance conditions disclosed |
No performance‐conditioned director equity (e.g., PSUs) disclosed; RSUs are service‑based only.
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Noted by RILY |
|---|---|---|---|
| Iconic Sports Acquisition Corp (NYSE: ICNC-UN) | Public (SPAC) – prior | Director (Oct 2021–Oct 2023) | None disclosed |
| Idealab, Inc. | Private | Director (since 2015) | None disclosed |
| Stravos Education, LLC | Private | Director (since 2022) | None disclosed |
| FindLaw (Internet Brands) | Private | Interim President (since Dec 2024) | None disclosed |
Expertise & Qualifications
- Venture capital and growth equity investor; portfolio board and advisory experience; finance/ops oversight at investment firm .
- Audit Committee service indicates financial literacy; Board identified Audit Chair Paulson as audit committee financial expert (LaBran not designated) .
- MBA (Harvard, with distinction), AB Economics (UC Berkeley), adjunct faculty in MBA program (UCLA Anderson) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Renée E. LaBran | 6,734 | <1% | As of Oct 10, 2025; total shares outstanding 30,597,066 |
| Pledging/Hedging | — | — | Anti‑pledging/hedging policy applies; no pledging disclosure for LaBran in ownership table (Chair/Co‑CEO Riley disclosed pledging separately) |
| Unvested director equity at 12/31/2024 | 0 | — | No director equity awards outstanding at FY2024 year‑end; 2024 RSUs approved to be granted when permissible |
Governance Assessment
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Strengths
- Independent status with active risk oversight: member of Audit (high meeting intensity: 30 meetings including 28 additional in FY2024) and ESG committees; served on Special Committee evaluating a take‑private proposal from the Chair/Co‑CEO, supporting independence and conflict management .
- Director pay structure balanced between cash and equity; alignment supported by RSUs and prohibition on hedging/pledging; dividend equivalents paid on vesting for prior grants; CIC acceleration aligns incentives in change events .
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Watch items / RED FLAGS (company‑level environment affecting board effectiveness)
- Multiple material weaknesses in internal control (ITGC across subsidiaries; related‑party disclosure precision; income tax provision; goodwill; journal entry controls; SOC‑1 reliance at service providers) and auditor transition in 2025; as Audit Committee member, LaBran is directly tied to remediation oversight. This elevates governance risk until remediated .
- Combined Chair/Co‑CEO role without a lead independent director; mitigated in part by independent committee structure and executive sessions, but still a structural risk for board independence optics .
- Related‑party transactions exist at the company (Ahn/Whitehawk; B&W arrangements; Dash/Q‑Mation) though none involve LaBran personally; the Audit Committee reviews these under policy .
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Attendance/Engagement
- Board reports all directors met ≥75% attendance; heavy Audit Committee cadence suggests strong engagement requirement; no exceptions disclosed for LaBran .
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Compensation & Alignment
- FY2024 director compensation for LaBran totaled $147,816 (with Special Committee fees augmenting cash retainer); 2024 RSUs were approved (3,660) but not granted within FY, scheduled to vest June 21, 2025—overall structure remains 50/50 cash/equity in policy, supporting alignment. No director performance metrics; equity is time‑based .
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Ownership
- Modest personal ownership (6,734 shares, <1%); no pledging disclosed for LaBran; anti‑hedging/pledging policy in place .