B. Riley Financial, Inc.
For the period ended Dec 1, 2025. Filed Oct 22, 2025.
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Dec 1, 2025 · Filed Oct 22, 2025
Contents
PAY VERSUS PERFORMANCE
Pay Versus Performance Table
The following table sets forth information concerning: (1) the compensation of our Principal Executive Officers (“PEOs”) (Mr. Riley — Chairman and Co-Chief Executive Officer and Mr. Kelleher — Co-Chief Executive Officer) and the average compensation for our other Named Executive Officers (“Non-PEO NEOs”), both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of the fiscal years ended December 31, 2020, 2021, 2022, 2023, and 2024 and (2) our cumulative total shareholder return (“TSR”), the cumulative TSR of our selected peer group (“Russell 2000 Financials Industry TSR”), Net Income (Loss) and Operating Adjusted EBITDA over such years, in each case determined in accordance with SEC rules:
| (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
|---|---|---|---|---|---|---|---|---|---|---|
| Year · Summary Compensation Table Total for Mr. Riley ($) · Summary Compensation Table Total for Mr. Kelleher ($) · Compensation Actually Paid to Mr. Riley ($)(2) · Compensation Actually Paid to Mr. Kelleher ($)(2) · Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) · Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2) · Value of Initial Fixed $100 Investment Based on: · Net Income (Loss) (millions) · Operating Adjusted EBITDA (millions) ($)(4) | ||||||||||
| Total Shareholder Return($) · Russell 2000 Financials IndustryTotal Shareholder Return($)(3) | ||||||||||
| 2024 | $2,168,622 | $2,168,622 | $499,153 | $499,153 | $1,584,510 | $969,502 | $29.31 | $137.66 | ($764) | $126 |
| 2023 | $5,563,318 | $5,563,318 | $4,932,653 | $4,932,653 | $3,378,257 | $3,178,327 | $129.10 | $118.08 | ($100) | $363 |
| 2022 | $3,367,249 | $6,167,249 | ($18,578,276) | ($15,778,276) | $2,654,676 | ($6,818,381) | $186.36 | $105.20 | ($160) | $394 |
| 2021 | $20,006,437 | $19,957,562 | $36,817,324 | $36,620,649 | $8,493,314 | $15,852,678 | $448.30 | $124.45 | $445 | $440 |
| 2020 | $3,746,062 | $3,720,868 | $9,870,335 | $9,815,272 | $2,405,112 | $5,133,907 | $186.22 | $95.77 | $205 | $324 |
(1) The following individuals are our other Named Executive Officers for each fiscal year:
| Year | PEO(s) | Non-PEO NEOs |
| 2024 | Bryant R. Riley and Thomas J. Kelleher | Phillip J. Ahn(5), Kenneth Young(6), Andrew Moore(7) and Alan N. Forman |
| 2023 | Bryant R. Riley and Thomas J. Kelleher | Phillip J. Ahn, Kenneth Young, Andrew Moore and Alan N. Forman |
| 2022 | Bryant R. Riley and Thomas J. Kelleher | Phillip J. Ahn, Kenneth Young, Andrew Moore and Alan N. Forman |
| 2021 | Bryant R. Riley and Thomas J. Kelleher | Phillip J. Ahn, Kenneth Young, Andrew Moore and Alan N. Forman |
| 2020 | Bryant R. Riley and Thomas J. Kelleher | Phillip J. Ahn, Kenneth Young, Andrew Moore and Alan N. Forman |
(2) Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows:
| 2024 | |||
|---|---|---|---|
| Adjustments | Mr. Riley | Mr. Kelleher | AverageNon-PEONEOs |
| Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table for Applicable FY | ($1,081,780) | ($1,081,780) | ($357,373) |
| Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | $381,365 | $381,365 | $125,986 |
| Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | ($768,274) | ($768,274) | ($301,202) |
| Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | $27,220 | $27,220 | $13,375 |
| Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | ($228,000) | ($228,000) | ($95,794) |
| Increase based on Dividends or Other Earnings Paid during Applicable FY upon Vesting Date | $0 | $0 | $0 |
| TOTAL ADJUSTMENTS | ($1,669,470) | ($1,669,470) | ($615,008) |
(3) TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2024, 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The Russell 2000 Financials Industry Index is the same index we use in our performance graph in the Company’s Annual Reports on Form 10-K for the year ended December 31, 2024.
(4) Our Board reviews our Operating Adjusted EBITDA on a quarterly basis as a performance measure and in connection with awarding discretionary bonuses to our NEOs in 2024. We define Operating Adjusted EBITDA as Adjusted EBITDA excluding (i) Trading Income (Loss) and Fair Value Adjustments on Loans, (ii) Realized and Unrealized Gains (Losses) on Investments, and (iii) other investment related expenses. During the fourth quarter of 2023, the Company recast its operating metrics to include revenues from fixed income trading. Operating Adjusted EBITDA has been adjusted to include fixed income trading revenue for the periods presented. This performance measure may not have been the most important financial performance measure for prior fiscal years, and we may determine a different financial performance measure to be the most important financial performance measure in future years.
(5) Mr. Ahn resigned effective as of June 3, 2025.
(6) Mr. Young resigned effective as of September 20, 2024.
(7) Mr. Moore was not re-appointed as an executive officer of the Company, but continues to serve as the Co-Chief Executive Officer of B. Riley Securities, Inc. effective as of September 18, 2025.
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