Robert D’Agostino
BRC Group HoldingsAbout Robert D’Agostino
Independent director of B. Riley Financial since October 2015; age 58; B.S. in Chemical Engineering from Lehigh University. President of Q-mation, Inc. (joined 1990; President since 1999), a supplier of manufacturing efficiency software; prior public board: Alliance Semiconductor Corp. (2005–2012). Core credentials: executive leadership in software for industrial operations; service as Compensation Committee Chair and Audit Committee member.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Q-mation, Inc. | President | 1999–present; joined 1990 | Led sales, marketing, operations; positioned Q-mation in manufacturing software solutions |
| Alliance Semiconductor Corp. | Director | Jul 2005–Feb 2012 | Public company governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Q-mation, Inc. | President | 1999–present | Related-party transaction with B. Riley Securities in 2024 (see conflicts) |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee Chair.
- Independence: Board determined D’Agostino is independent under Nasdaq rules.
- Attendance and engagement: In 2024 the Board held 3 regular and 38 additional meetings; each director attended at least 75% of Board and relevant committee meetings. Audit Committee held 2 regular and 28 additional meetings; Compensation Committee held 4 regular and 2 additional meetings.
- Board leadership and executive sessions: Combined Chair/Co-CEO structure; independent directors meet in executive session without management; no lead independent director.
- Risk oversight exposure: Audit Committee oversees financial reporting, internal controls, cybersecurity, legal proceedings; Compensation Committee oversees compensation and succession risks; ESG Committee oversees director succession and governance.
Fixed Compensation
| Component | Amount | Period/Date | Notes |
|---|---|---|---|
| Annual cash retainer | $75,000 | 2024 | Standard non-employee director cash retainer since Jun 30, 2020 |
| Committee chair fee (Compensation) | $10,000 | 2024 | Chair fee |
| Committee member fee (Audit) | $5,000 | 2024 | Member fee |
| Total fees earned (cash) | $90,000 | FY2024 | Reported for D’Agostino |
| Dividend rights paid (other) | $4,993 | May 23, 2024 | Accrued dividend rights paid upon vesting of prior RSUs |
Performance Compensation
| Equity Award Type | Grant/Approval Date | Units | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU grant | Aug 6, 2024 (approved) | 3,660 | $75,000 (program level) | Treated as vested on Jun 21, 2025, subject to continued service | RSUs to be granted promptly when permissible under 2021 Plan; standard annual equity since 2020 |
| Outstanding RSUs at 12/31/2024 | — | None | — | — | As of Dec 31, 2024, non-employee directors had no equity awards outstanding; 2024 RSUs approved but not yet granted |
Other Directorships & Interlocks
| Connection | Nature | Dates/Details | Governance Consideration |
|---|---|---|---|
| Q-mation, Inc. and B. Riley Securities | Q-mation engaged B. Riley Securities as exclusive financial advisor; $2,650,000 advisory fee earned in Dec 2024 | Engagement began Sep 2023; fee paid Dec 2024 | Related-party transaction involving entity led by director; requires Audit Committee oversight per policy |
| Compensation Committee interlocks | None disclosed | 2024 | Company states no compensation committee interlocks or insider participation in 2024 |
Expertise & Qualifications
- Executive leadership in industrial/manufacturing software solutions via Q-mation; sales, marketing, and operations management background.
- Governance experience as Compensation Committee Chair and Audit Committee member at RILY.
- Technical education: B.S. Chemical Engineering, Lehigh University.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Robert D’Agostino | 160,570 | <1% | Beneficial ownership as of Oct 10, 2025; total shares outstanding 30,597,066 |
Governance Assessment
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Strengths
- Independent director with multi-year tenure (since Oct 2015) and dual committee roles, including Compensation Committee Chair, indicating high engagement.
- Standardized director pay structure since 2020 with balanced cash/equity and no meeting fees, reducing pay complexity and potential gaming; RSUs promote alignment.
- Anti-hedging and anti-pledging policy covering directors; pre-clearance required for trades.
- No compensation committee interlocks disclosed for 2024.
-
Concerns and RED FLAGS
- Related-party transaction: Q-mation (led by D’Agostino) paid B. Riley Securities $2,650,000 for advisory services in 2024, creating potential conflict of interest; while the company’s policy requires Audit Committee review of related-party transactions, the proxy does not explicitly state the committee’s approval for this specific engagement. This merits investor scrutiny of process, pricing, and recusal.
- Extensive internal control material weaknesses disclosed for 2024 across ITGCs, related-party disclosure controls, valuation review precision, goodwill impairment review, and journal entry approval/segregation of duties—elevated audit oversight burden on the Audit Committee where D’Agostino serves.
- Auditor transition: dismissal of Marcum and appointment of BDO with disclosure of prior non-audit services by BDO member firms requiring independence analysis—a sensitive area for Audit Committee governance.
- High volume of additional Board and Audit Committee meetings in 2024 reflects heightened risk environment; although attendance met minimum thresholds (≥75%), investors may seek detailed individual attendance and leadership actions taken.
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Director Compensation and Alignment signals
- FY2024 cash fees of $90,000 and dividend rights paid of $4,993; annual RSU program ($75,000) approved with 3,660 units vesting in 2025—consistent with balanced cash/equity mix and alignment through time-based RSUs.
- Beneficial ownership of 160,570 shares (<1%); no pledging disclosed for D’Agostino and company policy prohibits pledging and hedging.
-
Process safeguards
- Policy: Audit Committee reviews and approves related-party transactions; Code requires arm’s-length terms. Case-by-case approach without additional formal standards.
Implications: The combination of material control weaknesses and auditor independence sensitivities heightens the importance of the Audit Committee’s rigor; D’Agostino’s leadership on the Compensation Committee adds value but his Q-mation-related transaction with a company subsidiary is a perceived conflict that warrants clear documentation of review, recusal, and market-standard terms to sustain investor confidence.