Tammy Brandt
BRC Group HoldingsAbout Tammy Brandt
Tammy Brandt (age 50) has served as an independent director of B. Riley Financial since December 20, 2021. She is a senior member of the legal team at Creative Artists Agency (CAA) since February 2023, and previously served as Chief Legal Officer and Head of Business & Legal Affairs at FaZe Clan (March 2021–January 2023), Chief Legal Officer at Dreamscape Immersive (May 2017–May 2021), Chief Corporate, Securities, M&A and Alliance Counsel at DXC Technology/Computer Sciences Corporation, and General Counsel at ServiceMesh. She holds a J.D. from Notre Dame Law School (Managing Editor, Notre Dame Law Review) and graduated summa cum laude with a B.S. in economics and business administration from Bluffton University . The Board has unanimously determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Creative Artists Agency (CAA) | Senior member of legal team | Since Feb 2023 | Legal leadership at a leading global entertainment and sports agency |
| FaZe Clan Inc. (NASDAQ: FAZE) | Chief Legal Officer; Head of Business & Legal Affairs | Mar 2021–Jan 2023 | Led legal and business affairs for gaming/media platform |
| Dreamscape Immersive | Chief Legal Officer | May 2017–May 2021 | Senior legal leadership in immersive tech |
| DXC Technology / CSC | Chief Corporate, Securities, M&A and Alliance Counsel | Prior to 2017 | Corporate, securities, M&A legal leadership |
| ServiceMesh, Inc. | General Counsel | Prior | Enterprise software GC (cloud management) |
| Cayton Children’s Museum | Board Member | 2018–Jun 2022 | Chair of Audit Committee; member of Nomination & Governance Committee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lambda Legal (West Coast Leadership Board) | Board Member | 2019–Dec 2024 | Advocacy and DEI leadership |
| Bluffton University | Board of Trustees Member | Since Jul 2023 | Higher education governance |
Board Governance
- Committee assignments: None on standing committees (Audit, Compensation, ESG) as of Oct 10, 2025 .
- Special Committee: Member of a three-director Special Committee formed Aug 20, 2024 to review Bryant Riley’s take-private proposal; received an initial payment of $30,323 prorated for Aug/Sept, then $15,000 monthly; proposal withdrawn Mar 3, 2025 and committee subsequently disbanded .
- Independence: Determined independent by the Board under Nasdaq Rule 5605(a)(2) .
- Attendance: In fiscal 2024, the Board held three regular meetings and 38 additional meetings; each director attended at least 75% of Board and committee meetings on which they served .
- Committee activities overview: Audit Committee held two regular and 28 additional meetings; Compensation Committee four regular and two additional; ESG Committee three regular in 2024 .
- Years of service: Director since Dec 20, 2021 .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 56,250 | 135,323 |
| Stock Awards ($) | 75,000 | — (RSUs approved but not granted within FY 2024) |
| All Other Compensation ($) | 5,960 | 4,993 |
| Total ($) | 137,210 | 140,316 |
- Standard director pay schedule since June 30, 2020: $75,000 cash retainer (quarterly) and $75,000 in RSUs annually; committee chair fees: Audit $15,000, Compensation $10,000, ESG $5,000; committee membership fees: Audit $5,000, Compensation $2,500, ESG $2,500 .
- Special Committee compensation: Initial $30,323 (Aug/Sept proration) then $15,000 per month until disbandment after Mar 3, 2025 .
Performance Compensation
| Equity Award | Grant/Approval Date | Units | Grant Date Fair Value/Price | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU grant | May 23, 2023 | 1,997 | $37.55 per RSU (aggregate fair value $75,000) | Vested May 23, 2024 (or 2024 annual meeting), subject to continued service | Accrued dividend rights paid upon vesting; full acceleration upon certain change-in-control |
| Annual RSU grant (approved) | Aug 6, 2024 | 3,660 | Sized to $75,000; to be granted when permissible under 2021 Plan | Treated as vested Jun 21, 2025, subject to continued service | Accrued dividend rights for grants 2020–2023; change-in-control acceleration applies |
- Director RSUs are time-based; no performance metrics disclosed for director equity grants. Dividend rights for prior grants paid upon vesting per award terms .
Other Directorships & Interlocks
| Company | Status | Committees/Role | Potential Interlock/Conflict |
|---|---|---|---|
| Other public company boards | None disclosed in proxy biographies | — | — |
Expertise & Qualifications
- Legal and corporate governance expertise across entertainment, gaming/media, immersive tech, and enterprise software; senior roles in M&A, securities, alliances; prior GC experience .
- Education: J.D., Notre Dame Law School (Managing Editor, Law Review); B.S. summa cum laude, Bluffton University .
- Non-profit governance: Lambda Legal West Coast Leadership Board; Cayton Children’s Museum Audit Committee Chair and Nom/Gov member .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Tammy Brandt | 6,195 | <1% (*) | Outstanding shares: 30,597,066 as of Oct 10, 2025 |
- Vested vs. unvested: As of Dec 31, 2024, non-employee directors had no equity awards outstanding; RSUs approved Aug 6, 2024 vested Jun 21, 2025 subject to continued service .
- Pledging/Hedging: No pledge disclosure for Ms. Brandt in the ownership table; pledge details are disclosed for Bryant R. Riley only .
Governance Assessment
- Independence and attendance: Independent under Nasdaq rules with at least 75% meeting attendance in a year marked by extensive Board activity—supports baseline governance quality .
- Special Committee service: Appointed to the Special Committee for the CEO’s take-private proposal; transparent fee disclosure and committee disbandment after withdrawal—positive oversight signal amid potential conflict scenarios .
- Committee leverage: Not assigned to standing committees (Audit, Compensation, ESG), which limits ongoing committee influence; however, targeted engagement on special matters mitigates this .
- Ownership alignment: Modest direct ownership (6,195 shares) and annual RSUs provide alignment; no director ownership guidelines disclosed and no pledge disclosures for Brandt specifically .
- Pay structure changes: 2024 compensation skewed higher in cash due to Special Committee fees; RSUs for 2024 were approved to vest in 2025—shift reflects extraordinary service rather than guaranteed pay escalation .
Additional Context: Compensation Committee Practices and Shareholder Feedback
- Independent compensation consultant: Mercer LLC retained by Compensation Committee in 2023; Committee determined Mercer’s independence under SEC/Nasdaq factors .
- Compensation peer group (used for NEO benchmarking): BGC Group, Canaccord Genuity, Cowen, Greenhill, Houlihan Lokey, Lazard, Moelis, Oppenheimer, Perella Weinberg, Piper Sandler, PJT Partners .
- Say-on-pay results: At the 2022 annual meeting, executive compensation received 91.24% approval of votes cast .
- Frequency of say-on-pay: Board recommends triennial (every 3 years) frequency; proposal referenced in the 2025 proxy .
RED FLAGS and Watch Items
- Take-private proposal by Chairman/Co-CEO (Bryant Riley) represented a potential conflict; formation of an independent Special Committee (including Brandt) is a mitigating governance response .
- Board-level pledging: Significant share pledging by Bryant R. Riley (5,804,124 shares pledged as of Oct 30, 2024) is a broader governance risk; no pledging noted for Brandt .
- Related-party transactions: RILY disclosed transactions involving other directors (Paulson, D’Agostino) and a family-related advisory firm (Whitehawk/John Ahn); none involving Brandt .
Overall, Brandt’s independent status, legal/governance background, and targeted Special Committee work support board effectiveness and investor confidence; limited standing committee roles and modest equity alignment are neutral-to-slight constraints on influence .