Brian Friedman
About Brian P. Friedman
Brian P. Friedman, 69, has served on Vitesse Energy’s board since 2023. He is President and a director of Jefferies Financial Group and previously served as a director and executive officer of Jefferies Group, as well as Chairman of its Executive Committee; earlier roles include Head of Investment Banking at Furman Selz and attorney at Wachtell, Lipton, Rosen & Katz. He holds a J.D. from Columbia Law School and a B.S. in Economics and M.S. in Accounting from The Wharton School, University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jefferies Financial Group (NYSE: JEF) | President; Director | President/director since Mar 2013 | Co-Chair, Global Diversity Council |
| Jefferies Group (merged into Jefferies 11/1/2022) | Director; Executive Officer; Chairman, Executive Committee | 2005–11/1/2022; Exec Committee Chair 2002–11/1/2022 | Senior leadership and governance oversight |
| Jefferies Capital Partners (formerly FS Private Investments) | President | Since 1997 | Private equity fund management leadership |
| Furman Selz LLC and successors | Head of Investment Banking; Management/Operating Committees | Prior to Jefferies; 17 years | IB leadership; governance participation |
| Wachtell, Lipton, Rosen & Katz | Attorney | Early career | Corporate law training |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fiesta Restaurant Group (NASDAQ: FRGI) | Director | 2011–Apr 2021 | Prior public company board |
| Strive International | Co-Chair of the Board | Ongoing | Non-profit workforce training |
| HC Leukemia Foundation | Vice President | Ongoing | Philanthropic leadership |
Board Governance
- Committee memberships: Not listed on Audit, Compensation, or NGESR standing committees .
- Independence: Not classified as independent under NYSE rules; Board determined independent directors are Adamany, Osborn, O’Leary, Stein, Chernoff, and Reaves (Friedman not included) .
- Attendance: Each Board member attended at least 75% of Board and applicable committee meetings in 2024 .
- Tenure on VTS Board: Director since 2023 .
- Lead Independent Director: Daniel J. O’Leary .
Fixed Compensation
| Item | FY 2024 |
|---|---|
| Annual cash retainer | $125,000 |
| Equity grant (RSUs) grant date | May 2, 2024; 5,504 RSUs |
| Equity grant fair value | $123,014 |
| Vesting schedule for director RSUs | Time-based; vest approximately one year after grant on the day immediately prior to the annual meeting, subject to continued service |
| Additional fees (Lead Independent, chairs, meeting fees) | None disclosed for Friedman; Lead Independent role carries $25,000, not applicable to Friedman |
| Total director compensation | $248,014 |
| Non-employee director annual award cap (LTIP) | $750,000 aggregate cash+equity fair value per calendar year; exceptions for first-year, special committee, lead/chair roles |
Performance Compensation
- No performance-based director compensation disclosed for non-employee directors; equity grants are time-vested RSUs without disclosed performance metrics .
Other Directorships & Interlocks
| Entity | Relationship to VTS | Detail | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Jefferies Financial Group (JEF) | Friedman is President & Director | Ongoing executive/board role | Multiple Jefferies affiliates/relationships with Vitesse (see Related Party Transactions) |
| Jefferies representation on VTS Board | Two other Jefferies leaders on VTS Board | Linda L. Adamany (director of Jefferies); Joseph S. Steinberg (Chairman of Jefferies) serve on VTS Board | Board interlocks with Jefferies; independence sensitivity |
Expertise & Qualifications
- Finance, investment, and management expertise from senior roles at Jefferies and Jefferies Group .
- Legal training (J.D. Columbia) and accounting/economics background (Wharton) .
- Prior public board experience (Fiesta Restaurant Group) .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (shares) | 1,255,153 |
| Ownership % of shares outstanding | 3.23% |
| Composition: Direct holdings | 261,300 shares |
| Composition: Family LPs/LLCs/trusts | 760,555 shares |
| Composition: Jefferies profit-sharing plan | 4,365 shares (shared voting power, no investment power) |
| Options exercisable (Transitional Plan) | 228,933 shares underlying exercisable options |
| Unvested RSUs (Transitional Plan) | 152,686 unvested RSUs (not in beneficial ownership totals unless vesting within 60 days) |
| 2024 director RSUs outstanding | 5,504 unvested RSUs granted May 2, 2024 |
| Hedging policy | Directors prohibited from hedging Company securities |
| Pledging status | Not disclosed |
Related Party Transactions (Conflict Risk)
| Transaction/Agreement | Counterparty | Terms | Governance Controls/Notes |
|---|---|---|---|
| Financial advisory for Lucero Acquisition | Jefferies LLC (affiliate of Jefferies) | $2.5M fee; up to $1M additional at Company’s discretion; expense reimbursement and indemnification | Related Party Transactions reviewed under Audit Committee policy; independence assessment noted |
| Tax Matters Agreement (Spin-Off) | Jefferies | Mutual indemnities; restrictions to preserve tax-free treatment; obligations on tax filings and audits | Ongoing post-spin framework; Board oversight |
| Services Agreement with JETX Energy, LLC | JETX (indirect majority-owned by Jefferies) | Vitesse Management provides services; $225,000/month; $2.7M received in 2024 by Vitesse | Related person oversight under Audit Committee charter/policy |
RED FLAGS: Non-independence under NYSE, coupled with material transactions involving Jefferies affiliates (advisory fees, services agreement) and multiple Jefferies leaders on VTS’s board increase perceived conflict risk and may affect investor confidence without robust committee oversight and recusals .
Governance Assessment
- Independence and committee roles: Friedman is not independent and is not on Audit/Compensation/NGESR committees—mitigating direct influence over key oversight areas but reinforcing the need for strict conflict management and recusal on Jefferies-related matters .
- Attendance and engagement: Met the proxy’s minimum standard (≥75% attendance) for Board/committee meetings in 2024 .
- Ownership alignment: Significant beneficial stake (3.23%) plus exercisable options indicates meaningful alignment; hedging prohibited by policy; no pledging disclosed .
- Director pay structure: Balanced cash ($125k) and equity ($123,014; 5,504 RSUs) with a one-year vest; non-employee director award cap ($750k) under the LTIP supports pay discipline .
- Controls: Audit Committee-led related party transaction review policy; insider trading/hedging restrictions; clawback policies apply to incentive-based compensation and LTIP awards .
- Net investor signal: The combination of non-independence and Jefferies interlocks/transactions warrants continued monitoring of recusals, transparency in approvals, and maintenance of a majority-independent board and fully independent key committees to preserve governance credibility .