BRC board, executive officers, shareholders and related parties

analysisBRC's 2026 proxy statement lists eight directors as of March 26, 2026: Bryant R. Riley and Thomas J. Kelleher, with no committee seats; Robert L. Antin, on the Compensation Committee and the Environmental, Social and Corporate Governance (ESG) Committee; Tammy Brandt, on the Compensation Committee; Robert D’Agostino, on the Audit and Compensation committees; Renée E. LaBran, on the Audit and ESG committees; Randall E. Paulson, on the Audit Committee; and Mimi K. Walters. ¹

analysisRobert D’Agostino did not stand for re-election at the annual meeting held on May 19, 2026, and his term ended at the start of that meeting; the company stated that his decision was not due to any disagreement with it on its operations, policies or practices. At the meeting stockholders elected the other seven directors, Bryant R. Riley, Thomas J. Kelleher, Robert L. Antin, Tammy Brandt, Renée E. LaBran, Randall E. Paulson and Mimi K. Walters. They also ratified BDO USA, P.C. as auditor for 2026 and approved executive compensation in an advisory vote of 10,707,112 for and 1,742,371 against. ^{1 2}

analysisIn its 2025 proxy statement the board determined that seven directors, Robert Antin, Tammy Brandt, Robert D’Agostino, Renée E. LaBran, Randall Paulson, Michael Sheldon and Mimi Walters, were independent under Nasdaq Marketplace Rule 5605(a)(2), and that Bryant Riley and Thomas Kelleher were not independent because they are employees. The Delaware Court of Chancery examined director ties separately, when it ruled on whether a stockholder derivative plaintiff had to make a demand on the board first. It assessed only the five directors it called the demand majority, Tammy Brandt, Mimi K. Walters, Michael J. Sheldon, Robert D’Agostino and Renée E. LaBran, and held that the complaint lacked particularized facts showing that any of them faced a substantial likelihood of liability or lacked independence from Bryant Riley. The court noted the defendants' concession that the independence of Thomas Kelleher and Robert Antin was “not meaningfully in play”, declined to address the remaining four directors, and described the plaintiff's case as relying almost exclusively on ordinary director compensation, stale business and personal ties and generic social relationships. That holding concerns demand futility under Delaware pleading rules; it does not certify independence for any other purpose. ^{3 4}

analysisRobert L. Antin has been a BRC director since June 2017. He co-founded VCA Inc., a veterinary services company, was its Chief Executive Officer and President from its inception in 1986 and its Chairman until its private acquisition in September 2017. Antin has been a director of Rexford Industrial Realty, Inc. since July 2013 and was a director of Heska Corporation from November 2020 to May 2023. BRC's proxy statements attribute to him 80,495 shares held directly (as of October 10, 2025), 200,000 shares held by a living trust of which he and his spouse are trustees and 15,000 shares held by a family foundation over which he has voting and dispositive power; a Form 4 for April 3, 2026 shows a stock award of 33,064 shares, after which he held 131,914 shares directly. ^{1 2 3 4}

analysisTammy Brandt has been a director since December 20, 2021. When B. Riley Financial announced her appointment on December 21, 2021, Brandt was Chief Legal Officer of FaZe Clan Inc., which had announced plans to go public through a merger with B. Riley Principal 150 Merger Corp., a special purpose acquisition company (SPAC) sponsored by an affiliate of B. Riley Financial; her EDGAR owner page later lists her as Chief Legal Officer of FaZe Holdings Inc. in a report dated July 19, 2022. She was Chief Legal Officer and Head of Business and Legal Affairs of FaZe Clan from March 2021 to January 2023 and has been a senior member of the legal team at Creative Artists Agency (CAA) since February 2023. Earlier Brandt was Chief Legal Officer of Dreamscape Immersive from May 2017 to May 2021, after legal roles at DXC Technology (formerly Computer Sciences Corporation) and ServiceMesh, Inc. ^{1 4 5 6}

analysisRobert D’Agostino joined the board in October 2015; his first Form 3, dated October 27, 2015, reported 75,000 shares held directly. He has been President of Q-Mation, Inc., a supplier of software for manufacturing companies, since 1999, having joined it in 1990, and was a director of Alliance Semiconductor Corp. from July 2005 to February 2012. ^{1 7}

analysisRenée E. LaBran has been a director since August 11, 2021. She co-founded the venture fund Rustic Canyon Partners in 2000 and was a partner of Rustic Canyon/Fontis Partners from 2006 to 2021. LaBran has served on the board of Idealab, Inc. since March 2015 and as Interim President of FindLaw since December 2024, and previously sat on the boards of Stravos Education, LLC (August 2022 to March 2026), Iconic Sports Acquisition Corp (October 2021 to October 2023) and Sambazon, Inc. (2009 to 2021); from March 2015 to December 2020 she was a governor-appointed public member of the Board of Trustees of the State Bar of California. Her EDGAR owner page lists director reports for B&R Technology Merger Corp. (July 20, 2026), Iconic Sports Acquisition Corp. (October 21, 2021) and B. Riley Financial, Inc. (August 11, 2021). ^{1 4 8}

analysisRandall E. Paulson has been a director since June 18, 2020. He serves on the boards of Dash Medical Holdings, LLC and, from March 2026, Superior Roofing Holdco LLC. Paulson sat on the board of Testek, Inc. from 2016 until its sale in November 2024, and earlier on those of EAG, Inc. (2008–2017) and L-com, Inc. (2012–2016), portfolio companies of Odyssey Investment Partners, LLC, where he was a Managing Principal from 2005 to 2019. Before that he was an executive vice president at National Financial Partners and a senior managing director at Bear, Stearns & Co. Inc. (1993–2000). ^{1 4}

analysisMimi K. Walters has been a director since July 12, 2019. She was the U.S. Representative for California's 45th Congressional District from 2015 to 2019, a California state senator from 2008 to 2014 and a state assembly member from 2004 to 2008. Since November 2019 Walters has been Chief Commercial Officer of Leading Edge Power Solutions, LLC, and she has served on the boards of Eos Energy Enterprises, Inc. since November 2020, Pacific Specialty Insurance Company since January 2025 and Soaring Technologies since July 2025. After an exempt exercise transaction on July 21, 2026 Walters held 171,634 Eos shares. ^{1 2 9}

analysisMichael J. Sheldon was a director of B. Riley Financial from July 2017 and did not stand for re-election at the annual meeting held on December 1, 2025; the company stated that his decision was not due to any disagreement with it. He had been CEO of Deutsch North America from January 2015 to December 2019, and EDGAR records him as a director of Aldila, Inc. from a 2007 report. Sheldon's last reported transaction in the company's shares was a stock award of 1,997 shares on May 23, 2023, after which he held 56,677 shares directly. ^{1 2 3}

analysisMikel Williams resigned from the board on October 18, 2022, the day BRC acquired all issued shares of Targus Cayman Holdco Limited (Targus), of which he was chief executive. Williams stayed on as Targus chief executive with an annual salary of about $615,000; his Targus options were exchanged for options on 215,876 BRC shares at $4.13 a share, and he was granted performance-based restricted stock units for up to 66,513 BRC shares tied to Targus's results for fiscal 2023 and 2024. His last reported transaction in B. Riley Financial shares, on the same day, was a disposition of 904 shares to the company, after which he held 65,698 shares directly. Williams' EDGAR owner page lists director reports for B. Riley Financial, Inc. (July 18, 2019) and Centrus Energy Corp (latest June 20, 2023), among older reports for other issuers. ^{4 5}

analysisGary Wunderlich joined B. Riley's leadership through the merger with the Wunderlich companies, which closed on July 3, 2017. According to the Delaware Court of Chancery's account in his indemnification suit, he then became a director and officer of B. Riley, continued as a director and officer of Wunderlich Investment Company and Wunderlich Securities, Inc. (WSI) and signed an indemnification agreement with B. Riley; under a severance agreement of November 4, 2018 he resigned from all positions at B. Riley and its subsidiaries. BRC's EDGAR issuer page lists Wunderlich as a director with a report dated July 3, 2017. The same page lists other reporting directors with the dates of their reports, including Tamara Sue Brandt (December 20, 2021), Renee E. LaBran (August 11, 2021), Randall E. Paulson (June 18, 2020) and, with reports of July 18, 2019, Robert L. Antin, Mikel H. Williams, Robert P. D'Agostino and Michael J. Sheldon; Kenneth M. Young appears as President with a report of July 12, 2019. ^{6 7}

analysisBRC's executive officers as of March 26, 2026 were Bryant R. Riley (Chairman and Co-Chief Executive Officer), Thomas J. Kelleher (Co-Chief Executive Officer), Scott Yessner (Executive Vice President and Chief Financial Officer), Alan N. Forman (Executive Vice President, General Counsel and Secretary) and Howard Weitzman (Senior Vice President, Chief Accounting Officer). As of March 31, 2024 the executive officers of B. Riley Financial had been Riley and Kelleher in the same offices, Kenneth Young (President), Phillip J. Ahn (Chief Financial Officer and Chief Operating Officer), Andrew Moore (Chief Executive Officer of B. Riley Securities, Inc.), Forman and Weitzman. BRC's EDGAR issuer page lists reporting officers with their latest report dates, including Fred Nachum Knopf (EVP, General Counsel, Secretary; July 1, 2026), Scott Yessner (Executive VP and CFO; June 3, 2025) and, with reports of March 14, 2025, Kelleher, Weitzman, Riley (director, ten percent owner, Chairman and Co-CEO), Forman, Ahn and Moore. ^{1 2 3}

analysisBryant R. Riley has been Chairman of BRC since June 2014, Co-Chief Executive Officer since July 2018 and a director since August 2009; he was sole Chief Executive Officer from June 2014 to July 2018. Riley was Chairman of B. Riley & Co., LLC from founding the brokerage in 1997 until its combination with FBR Capital Markets & Co., LLC in 2017, and its Chief Executive Officer from 1997 to 2006. ¹

analysisThomas J. Kelleher has been Co-Chief Executive Officer since July 2018 and a board member since October 2015; he was President from August 2014 to July 2018. Kelleher was Chief Executive Officer of B. Riley & Co., LLC from 2006 to 2014 and, from the firm's founding in 1997 to 2006, held senior positions there including Chief Financial Officer and Chief Compliance Officer. His EDGAR owner page lists him as an officer (Co-CEO) of B. Riley Financial, Inc., in the ten-percent-owner category for Franchise Group, Inc. (filed under its former name Liberty Tax, Inc.) in a report dated August 7, 2023, and as a director of Special Diversified Opportunities Inc. (now Standard Diversified Inc.) in a report dated October 19, 2015. ^{1 4}

analysisFINRA BrokerCheck shows Thomas J. Kelleher registered with B. Riley Securities, Inc. since June 29, 2017 and with B. Riley Wealth Private Shares since November 21, 2025, after registrations with B. Riley Capital Management (2015–2025), MLV & Co. LLC (2017–2019), B. Riley & Co., LLC (1997–2017), Riley Investment Management (2002–2015) and B. Riley Asset Management, LLC (2014–2015). The employment history reported there lists Co-CEO of B. Riley Financial from August 2014, Co-Executive Chairman of B. Riley Securities from November 2017 to March 2025, President of B. Riley Capital Management from February 2015 to March 2025 and CEO of B. Riley & Co., LLC from April 1997 to November 2017. Two of these entries differ from BRC's proxy statements: the proxy has Kelleher as President from August 2014 and Co-Chief Executive Officer only from July 2018, and it dates his chief executive role at B. Riley & Co. to 2006–2014, after earlier finance and compliance positions; the dossier's graph follows the proxy dating for the B. Riley & Co. role. BrokerCheck reports no disclosure events for Kelleher, such as customer complaints, arbitrations, regulatory actions, terminations, bankruptcies or criminal or civil matters. ^{5 1}

analysisPhillip J. Ahn was Chief Financial Officer and Chief Operating Officer from April 2013, after serving as Senior Vice President, Strategy and Corporate Development from February 2010; his EDGAR owner page shows reports only for this company. Ahn resigned effective June 3, 2025, the day Scott Yessner joined as Executive Vice President and Chief Financial Officer; that day Yessner received an award of 100,000 company shares, his entire reported holding at that date. Yessner was previously Chief Financial Officer of Funko, Inc. (2022–2023), California Expanded Metal Products Company (CEMCO, 2020–2022) and Universal Technical Institute (2018–2019), and is a CPA licensed in California; EDGAR records the Funko and Universal Technical Institute roles as interim CFO positions, in reports of December 5, 2022 and May 14, 2018. ^{2 1 6 7 8 3}

analysisAlan N. Forman was Executive Vice President, General Counsel and Secretary from May 2015. He had been Senior Vice President and General Counsel of STR Holdings, Inc. (April 2012 to May 2015) and its Vice President and General Counsel (May 2010 to April 2012), and a partner at Brown Rudnick LLP from May 1998 to May 2010. On Forman's retirement Fred Knopf was appointed Executive Vice President, General Counsel and Secretary under an employment agreement effective July 1, 2026 that provides a base salary of $425,000 and a target annual bonus of $350,000. Howard Weitzman has been Senior Vice President and Chief Accounting Officer since December 2009, according to the 2026 proxy statement; his EDGAR owner page shows reports only for B. Riley Financial, Inc., in that capacity. ^{7 9 10 11 1}

analysisKenneth Young was a BRC director from May 2015 to October 2016, chairing the Audit Committee, and President from July 2018. He has been Chief Executive Officer of B. Riley Principal Investments, LLC since October 2016, was CEO of B. Riley Principal Merger Corp. from October 2018 to February 2020, when it combined with Alta Equipment Group, and has been CEO of Babcock & Wilcox Enterprises since November 2018 and its Chairman since September 2020. Young's other board roles were Charah Solutions (August 2021 to September 2022), Sonim Technologies (2018 to February 2022), bebe stores (January 2018 to April 2019), Standard Diversified (2015 to 2017), Globalstar (November 2015 to December 2018), Orion Energy Systems (August 2017 to May 2020) and Franchise Group (formerly Liberty Tax, 2018 to 2020); BRC's 2023 proxy had described the Charah Solutions seat as current, and the September 2022 end date comes from the 2024 proxy. His EDGAR owner page lists director reports for Charah Solutions (2021), Eos Energy Enterprises (2020), Sonim Technologies (2019), Franchise Group (filed as Liberty Tax, 2018), bebe stores (2018), Orion Energy Systems (2017), Globalstar (2015) and Special Diversified Opportunities (2015); director and Chief Executive Officer reports for Alta Equipment Group (2019); and officer reports as Chief Executive Officer of Babcock & Wilcox Enterprises (2019) and President of B. Riley Financial (2019). ^{2 12 13}

analysisAndrew Moore was appointed Chief Executive Officer of B. Riley Securities, Inc. (formerly B. Riley FBR, Inc.) on July 10, 2018, after serving as its President from 2016; he joined B. Riley & Co., LLC in 2006 in institutional sales and became Director of Sales in 2011. BRC's 2026 proxy states that Moore was not re-appointed as an executive officer of BRC, served as Co-Chief Executive Officer of B. Riley Securities from September 18, 2025 through January 2, 2026, and has been Chairman of the Board of B. Riley Securities Holdings, Inc. since January 3, 2026. ^{12 1}

analysisFINRA BrokerCheck lists Andrew T. Moore's employment as CEO of B. Riley Securities from November 2017, earlier than the July 10, 2018 appointment date given in BRC's 2023 proxy, and his earlier registrations with FocalPoint Securities, LLC (January 2022 to January 2023), Lodestone Capital Management (February 2010 to December 2019), B. Riley & Co., LLC (2006 to 2017), Roth Capital Partners (2003 to 2006) and Bear, Stearns & Co. (2002 to 2003). His report shows one customer dispute: FINRA arbitration 16-02584, served on January 9, 2017, concerning alleged unsuitable transactions and misrepresentation by a registered representative under Moore's supervision at B. Riley & Co., with alleged damages of $101,408. The matter was settled on April 6, 2017 for $82,500, without any finding and with no individual contribution from Moore. Moore's broker statement says he was not named in the original June 2016 complaint, was added as a party in the October 2016 filing with FINRA, and that there are no allegations of wrongdoing against him. ¹⁴

analysisBRC's 2026 proxy statement reports beneficial ownership as of March 26, 2026, based on 34,798,366 shares outstanding. Bryant R. Riley held 6,958,164 shares (20.0%), Thomas J. Kelleher 1,017,510 (2.9%) and Randall E. Paulson 337,334 (1.0%), with each other director and executive officer below 1%; the 13 executive officers and directors as a group held 9,684,665 shares (27.8%). The only other holder above 5% listed was Daniel Asher together with DBA Trading, LLC, with 3,017,041 shares (8.7%). ¹

analysisThe three preceding proxy statements give comparable tables. As of March 27, 2023 Riley held 6,876,623 shares (24.6%), Kelleher 908,707 (3.2%), Andrew Moore 323,731 (1.2%) and Paulson 301,899 (1.1%), and the 14 executive officers and directors as a group 9,489,941 (33.9%); holders above 5% were BlackRock, Inc. with 2,839,238 shares (10.1%), Daniel Asher and associated persons with 2,471,905 (8.8%) and Neil S. Subin, as President and Manager of MILFAM LLC, and associated persons with 1,819,030 (6.5%). As of May 2, 2024, on 30,142,863 shares, Riley held 6,919,557 (23.0%), Kelleher 984,663 (3.3%), Robert L. Antin 502,995 (1.7%), Paulson 318,979 (1.1%) and Moore 291,619 (1.0%), and the 14 officers and directors 9,927,306 (32.9%); BlackRock held 2,875,473 (9.5%), the Asher group 2,561,600 (8.5%) and the MILFAM group 1,819,030 (6.0%). As of October 10, 2025, on 30,597,066 shares, Riley held 6,914,063 (22.6%), Kelleher 973,409 (3.2%), Antin 295,495 (1.0%) and Paulson 318,979 (1.0%), and the 15 officers and directors 9,787,202 (32.0%). Riley's 2025 total comprised 6,714,994 shares held directly or jointly with his spouse, 70,151 in custodial accounts for his children and 128,918 in a company 401(k) profit sharing plan for his benefit. ^{2 3 4}

analysisAcross these tables Riley's share count changed little, from 6,876,623 in March 2023 to 6,958,164 in March 2026, while his percentage fell from 24.6% to 20.0%; the shares outstanding used for the tables rose from 30,142,863 in May 2024 to 34,798,366 in March 2026. ^{2 3 1}

analysisBRC's EDGAR issuer page also lists earlier ten percent owners of the company, including Liverpool Limited Partnership (report of July 15, 2014), Daniel Asher and Nokomis Capital, L.L.C. (reports of May 19, 2014), Lloyd I. Miller III (November 15, 2012) and Elliott Associates, L.P. with Elliott International, L.P. (September 20, 2010), when the company was named Great American Group, Inc. These are reporting-person categories with the dates of the cited reports; they do not show the size or end of each holding. ⁵

analysisForm 4 filings record that on May 19, 2014 Phillip J. Ahn bought 300,000 shares of Great American Group, Inc., the company's name at the time, and Howard Weitzman bought 150,000 shares through indirect holdings. In 2023 several insiders bought B. Riley Financial shares in the open market: Bryant Riley bought 25,000 shares on August 21, 2023 (6,748,773 held directly afterwards) and 30,000 on November 17, 2023 (6,778,773); on November 17 Randall Paulson bought 10,000 (318,979) and Robert D’Agostino 5,000 (160,570); Robert Antin bought 15,000 and 10,000 on November 10 and 10,000 on November 13 (80,495); Renée LaBran bought 380 on November 10 and 500 on November 13 (6,510); and Tammy Brandt, filing as Tamara Brandt, bought 1,635 on November 9 (6,195). LaBran's initial Form 3 of August 18, 2021 had reported 898 shares. ^{1 2 3 4}

analysisForm 4 filings for Thomas J. Kelleher show an indirect purchase of 20,000 shares and a gift of 4,986 shares on December 15, 2023 (indirect holdings of 896,544 after the purchase), 22,440 shares withheld on April 13, 2026 (70,541 held directly afterwards) and a gift of 3,000 shares from indirect holdings on June 16, 2026 (899,288 indirect afterwards). Filings dated March 14, 2025 report dispositions of shares to the company (transaction code D) by Phillip J. Ahn (22,055 shares), Alan N. Forman (10,376), Bryant R. Riley (44,109), Howard Weitzman (9,556), Kelleher (44,109) and Andrew Moore (23,044). ³

analysisOn April 3, 2026 directors Randall E. Paulson, Mimi K. Walters, Renée E. LaBran and Robert D’Agostino each received a stock award of 33,064 shares, after which they held directly 370,398, 55,980, 58,152 and 211,989 shares respectively. On April 13, 2026, 4,861 of Howard Weitzman's shares were withheld, leaving him 53,710 shares held directly. Alan N. Forman sold 20,555 shares on May 13, 2026 and 79,445 shares on May 14, 2026, and had 2,853 shares withheld on June 30, 2026, after which he held 34,974 shares directly. ^{5 6 4 7 2 8}

analysisBRC disclosed an investment advisory services agreement with Whitehawk Capital Partners, L.P., a limited partnership controlled by John Ahn, the brother of Phillip J. (Phil) Ahn, BRC's Chief Financial Officer and Chief Operating Officer until June 3, 2025. Whitehawk advised GACP I, L.P. and GACP II, L.P., limited partnerships that were BRC subsidiaries, and received management fees of $1,142,000 for 2023, $2,272,000 for 2024 and $0 for 2025. On February 1, 2024 BRC sold a loan receivable with principal of $4,521,000 to a fund managed by Whitehawk for $4,584,000. The two partnerships were wound down in June and December 2024, and Whitehawk ceased to be a related party when Phil Ahn left. ^{1 2}

analysisCharlie Riley, the son of Bryant Riley, is employed as an associate by BRC's subsidiary B. Riley Principal Investments, LLC. BRC paid him total compensation of $217,785 for 2023, $246,129 for 2024 and $297,269 for 2025, consisting of salary, bonus and, for 2023 and 2024, restricted stock units. ¹

analysisIn September 2023 Q-Mation, Inc., of which director Robert D’Agostino is president, engaged B. Riley Securities, Inc. as exclusive financial adviser for a possible sale or recapitalization, with a success fee based on transaction value and a minimum of $1,750,000. In December 2024 B. Riley Securities earned an advisory fee of $2,650,000 for the sale of Q-Mation. ^{1 2}

analysisOn March 2, 2021 BRC bought a $2,400,000 minority equity interest in Dash Medical Holdings, LLC as part of director Randall E. Paulson's acquisition of the company: B. Riley Principal Investments, LLC subscribed for 2,400 Class A units at $1,000 each, in a subscription signed by Chief Financial Officer Phillip J. Ahn, and BRC lent Dash Holding Company, Inc. $3,000,000 under a subordinated working capital note, whose principal and $96,435 of interest were repaid on April 27, 2022. A Form D filed for DASH Medical Holdings, LLC, a Delaware limited liability company formed in 2021, names Randy Paulson as one of its two directors and as the signer, and reports an offering of $19,500,000 fully sold to 23 investors, with the first sale on March 2, 2021. BRC's 2023 proxy statement describes Dash as controlled by Paulson, who also sits on its board; later proxy statements also describe him as a co-managing member of Dash “with his partner”. On June 13, 2024 BRC sold its Dash interest for $2,760,000; the sale was reviewed and approved by BRC's Audit Committee with Paulson excluded. ^{3 4 5 1}

analysisKenneth M. Young, BRC's President from July 2018 to September 2024, has been chief executive officer of Babcock & Wilcox Enterprises (B&W) since November 2018 and is its Chairman. Until September 20, 2024 his services as chief executive were provided under a consulting agreement between B&W and BRPI Executive Consulting, LLC, a B. Riley affiliate; BRC's proxy statement puts the fee at $750,000 a year under an agreement extended through December 31, 2028, and B&W states that it paid BRPI Executive Consulting a $1,000,000 retention bonus in 2022. When Young resigned as BRC's President on September 20, 2024 the consulting arrangement with B&W ended, and he entered into a one-year consulting agreement with BRC at $250,000 a year, which expired on September 20, 2025. ^{6 1}