Robert L. Antin
BRC Group HoldingsAbout Robert L. Antin
Independent director of B. Riley Financial (RILY) since June 2017; age 75. Co‑founder, long‑time CEO/President/Chairman of VCA Inc. (WOOF; acquired 2017). MBA (hospital and health administration certification) from Cornell University. Currently serves on RILY’s Compensation Committee and Environmental, Social and Corporate Governance (ESG) Committee; the Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VCA Inc. (WOOF) | Co‑founder; Chief Executive Officer & President; Chairman of the Board | 1986 – Sep 2017 (acquisition) | Built national animal healthcare platform; executive leadership experience cited by RILY Board |
| AlternaCare Corp. | President, CEO, Director, Co‑founder | Sep 1983 – 1985 | Public company operating freestanding out‑patient surgical centers |
| American Medical International, Inc. | Officer | Jul 1978 – Sep 1983 | Healthcare operations exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rexford Industrial Realty, Inc. (REXR) | Director | Since Jul 2013 | Ongoing public board service |
| Heska Corporation (HSKA) | Director | Nov 2020 – May 2023 | Prior public board role |
| Passion Dental (private) | Director | Since 2020 | Private company role (2024 proxy) |
Board Governance
- Committees: Compensation Committee (member); ESG Committee (member). Chairs: Compensation – Robert D’Agostino; ESG – Mimi K. Walters. Antin is not a chair .
- Independence: The Board determined Antin is independent under Nasdaq Rule 5605(a)(2) .
- Attendance and engagement: In 2024 the Board met 3 regular and 38 additional times; each director attended ≥75% of Board and committee meetings on which they served (Antin inclusive). Committee activity in 2024: Audit (2 regular + 28 additional), Compensation (4 regular + 2 additional), ESG (3 regular) .
- Leadership structure and executive sessions: Combined Chair/Co‑CEO role; independent directors sit on all committees and meet in executive sessions without management; no lead independent director designated .
- Special Committee context: A Special Committee (Brandt, LaBran, Walters) reviewed a take‑private proposal from Bryant Riley; formed Aug 20, 2024 and disbanded after withdrawal Mar 3, 2025 (Antin not a member) .
Fixed Compensation (Director)
| Year | Cash Retainer | Committee Fees (member/chair) | Total Cash Fees | Notes |
|---|---|---|---|---|
| 2024 | $75,000 | $5,000 (Comp $2,500 + ESG $2,500) | $80,000 | Standard non‑employee director program: $75k cash + $75k equity RSUs; committee member fees: Audit $5k; Comp $2.5k; ESG $2.5k; chairs: Audit $15k; Comp $10k; ESG $5k |
| 2024 “All Other Compensation” | — | — | $4,993 | Dividend equivalents paid upon vesting of prior RSUs (May 23, 2024) |
Performance Compensation (Director Equity)
| Grant/Action | Grant Date | Instrument | Shares/Units | Grant-Date Fair Value | Vesting/Performance Metrics | Dividend Equivalents |
|---|---|---|---|---|---|---|
| Annual director RSU grant (FY2023) | May 23, 2023 | RSUs | 1,997 | $75,000 | Time‑based; vest earlier of next annual meeting or May 23, 2024; no performance metrics | Paid at vest (May 23, 2024) |
| Annual director RSU grant approved (FY2024) | Aug 6, 2024 (approval) | RSUs | 3,660 | $75,000 | To be granted when permissible; treated as vested on Jun 21, 2025, subject to continued service; time‑based; no performance metrics | Noted in program terms |
| Dividend equivalents realized (2024) | — | — | — | $4,993 | From RSUs vested May 23, 2024 | Paid per award agreements |
The director equity program is time‑based; no performance metrics are tied to director RSUs .
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock Considerations |
|---|---|---|---|
| Rexford Industrial Realty (REXR) | Public | Director | No related‑party transactions disclosed with RILY |
| Heska Corporation (HSKA) | Public (prior) | Director | Ended May 2023 |
| Passion Dental | Private | Director | No RILY related‑party disclosure |
Expertise & Qualifications
- CEO‑level operating experience (healthcare services), public company board leadership (VCA Inc.) .
- Healthcare operations/administration expertise; Cornell MBA (hospital/health admin certification) .
- Current public REIT board experience (industrial real estate) .
- Active roles on RILY’s Compensation and ESG committees, including signatory to Compensation Committee report .
Equity Ownership
| As of | Total Beneficial Ownership (shares) | % Outstanding | Direct/Indirect Breakdown | Notes |
|---|---|---|---|---|
| Oct 10, 2025 | 295,495 | 1.0% | 80,495 direct; 200,000 in Robert & Patti Antin Living Trust; 15,000 in The Bob & Patti Antin Family Foundation (voting/dispositive power) | Based on 30,597,066 shares outstanding |
| May 2, 2024 | 502,995 | 1.7% | 80,495 direct; 200,000 in Living Trust; 207,500 in estate planning vehicle (voting/dispositive power); 15,000 foundation | Based on 30,142,863 shares outstanding; note pledged shares disclosure pertains to other insiders, not Antin |
Policy alignment:
- Anti‑hedging/anti‑pledging policy: prohibits short sales, options, hedging, margin accounts, and pledging by directors and covered persons; pre‑clearance required for trades .
Governance Assessment
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Strengths
- Independent, seasoned operator with multi‑decade public company leadership; serves on Compensation and ESG committees, aligning experience with oversight of pay and governance .
- Solid engagement: all directors, including Antin, met ≥75% attendance in a high‑activity year (41 total Board meetings), indicating active oversight amid elevated risk environment .
- Ownership alignment via meaningful personal stake (1.0%), with holdings largely in personal/trust/foundation vehicles; no pledging indicated for Antin; company prohibits pledging/hedging by directors .
- Compensation Committee independence affirmed; use of independent consultant (Mercer) to benchmark executive pay; Antin co‑signed Compensation Committee report .
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Watch items
- RILY disclosed multiple material weaknesses in internal control over financial reporting and a complex auditor transition with independence considerations in 2025; while not specific to Antin, these elevate the oversight burden on Compensation/ESG and full Board .
- Year‑over‑year decline in Antin‑reported beneficial ownership (502,995 to 295,495 shares) reflects changes in reported control over an estate vehicle; no explanation provided in the proxy—investors may seek clarity on any estate planning or transfers to assess continued alignment .
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Conflicts/related‑party
- No related‑party transactions disclosed involving Antin; noted related‑party items pertain to other directors/executives (e.g., Q‑Mation, Dash, B&W) and were subject to Audit Committee review .
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Director pay structure
- Balanced cash/equity mix with clear committee fee adders; equity is time‑based RSUs (no performance metrics), typical for directors; dividend equivalents paid upon vest .
This profile reflects disclosures in RILY’s 2025 and 2024 definitive proxy statements.