Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | B. RILEY FINANCIAL, INC. |
Entity Central Index Key | 0001464790 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Pay vs Performance Disclosure [Table] | ||||
Pay vs Performance [Table Text Block] | 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 and 2022 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) Average Value of Initial Fixed Year Summary Summary Compensation Compensation Summary Average Total Russell 2000 Net Income Operating 2022 $ 3,367,249 $ 6,167,249 $ (18,578,276 ) $ (15,778,276 ) $ 2,654,676 $ (6,818,381 ) $ 186.36 $ 105.20 $ (160 ) $ 367 2021 $ 20,006,437 $ 19,957,562 $ 36,817,324 $ 36,620,649 $ 8,493,314 $ 15,852,678 $ 448.30 $ 124.45 $ 445 $ 422 2020 $ 3,746,062 $ 3,720,868 $ 9,870,335 $ 9,815,272 $ 2,405,112 $ 5,133,907 $ 186.22 $ 95.77 $ 205 $ 312 (1) The following individuals are our Named Executive Officers for each fiscal year: (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: (3) TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 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 fiscal year ended December 31, 2022. (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 2022. 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. This performance measure may not have been the most important financial performance measure for fiscal years 2021, and 2020, and we may determine a different financial performance measure to be the most important financial performance measure in future years. | |||
Company Selected Measure Name | TSR | |||
Named Executive Officers, Footnote [Text Block] | Year PEO(s) Non-PEO NEOs 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 | |||
Non-PEO NEO Average Total Compensation Amount | [1] | $ 2,654,676 | $ 8,493,314 | $ 2,405,112 |
Non-PEO NEO Average Compensation Actually Paid Amount | [1],[2] | 15,852,678 | 5,133,907 | |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | 2020 2021 2022 Adjustments Mr. Riley Mr. Kelleher Average Mr. Riley Mr. Kelleher Average Mr. Riley Mr. Kelleher Average Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table for Applicable FY $ (760,365 ) $ (760,365 ) $ (354,837 ) $ (13,413,655 ) $ (13,413,655 ) $ (5,746,895 ) $ (2,118,490 ) $ (2,118,490 ) $ (884,084 ) 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 $ 1,834,334 $ 1,834,334 $ 856,022 $ 27,235,425 $ 27,235,425 $ 11,719,150 $ 1,439,546 $ 1,439,546 $ 600,749 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 $ 742,312 $ 647,112 $ 341,382 $ 1,807,072 $ 1,807,072 $ 843,294 $ (19,741,776 ) $ (19,741,776 ) $ (8,501,668 ) 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 $ 3,812,992 $ 3,878,323 $ 1,669,666 $ 1,182,045 $ 1,034,245 $ 543,815 $ (1,524,805 ) $ (1,524,805 ) $ (688,053 ) Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Increase based on Dividends or Other Earnings Paid during Applicable FY upon Vesting Date $ 495,000 $ 495,000 $ 216,563 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 TOTAL ADJUSTMENTS $ 6,124,273 $ 6,094,404 $ 2,728,796 $ 16,810,887 $ 16,663,087 $ 7,359,364 $ (21,945,525 ) $ (21,945,525 ) $ (9,473,056 ) | |||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | ||||
Compensation Actually Paid vs. Net Income [Text Block] | ||||
Total Shareholder Return Vs Peer Group [Text Block] | TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 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 fiscal year ended December 31, 2022. | |||
Tabular List [Table Text Block] | Pay Versus Performance Tabular List The following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs to performance for the fiscal year ended December 31, 2022. ● Operating Adjusted EBITDA ● Total Adjusted EBITDA | |||
Total Shareholder Return Amount | $ 186.36 | 448.3 | 186.22 | |
Net Income (Loss) | $ (160,000,000) | $ 445,000,000 | $ 205,000,000 | |
Sale of Stock, Price Per Share | [3] | $ 367 | $ 422 | $ 312 |
Measure [Axis]: 1 | ||||
Pay vs Performance Disclosure [Table] | ||||
Measure Name | Operating Adjusted EBITDA | |||
Measure [Axis]: 2 | ||||
Pay vs Performance Disclosure [Table] | ||||
Measure Name | Total Adjusted EBITDA | |||
Mr. Riley [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
PEO Total Compensation Amount | $ 3,367,249 | $ 20,006,437 | $ 3,746,062 | |
PEO Actually Paid Compensation Amount | [2] | (18,578,276) | 36,817,324 | 9,870,335 |
Adjustment to Compensation Amount | (21,945,525) | 16,810,887 | 6,124,273 | |
Mr. Riley [Member] | Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table for Applicable FY [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (2,118,490) | (13,413,655) | (760,365) | |
Mr. Riley [Member] | 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 [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 1,439,546 | 27,235,425 | 1,834,334 | |
Mr. Riley [Member] | 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 [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (19,741,776) | 1,807,072 | 742,312 | |
Mr. Riley [Member] | 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 [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (1,524,805) | 1,182,045 | 3,812,992 | |
Mr. Riley [Member] | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 0 | 0 | 0 | |
Mr. Riley [Member] | Increase based on Dividends or Other Earnings Paid during Applicable FY upon Vesting Date [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 0 | 0 | 495,000 | |
Mr. Kelleher [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
PEO Total Compensation Amount | 6,167,249 | 19,957,562 | 3,720,868 | |
PEO Actually Paid Compensation Amount | [2] | (15,778,276) | 36,620,649 | 9,815,272 |
Non-PEO NEO Average Compensation Actually Paid Amount | [1],[2] | (6,818,381) | ||
Adjustment to Compensation Amount | (21,945,525) | 16,663,087 | 6,094,404 | |
Mr. Kelleher [Member] | Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table for Applicable FY [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (2,118,490) | (13,413,655) | (760,365) | |
Mr. Kelleher [Member] | 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 [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 1,439,546 | 27,235,425 | 1,834,334 | |
Mr. Kelleher [Member] | 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 [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (19,741,776) | 1,807,072 | 647,112 | |
Mr. Kelleher [Member] | 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 [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (1,524,805) | 1,034,245 | 3,878,323 | |
Mr. Kelleher [Member] | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 0 | 0 | 0 | |
Mr. Kelleher [Member] | Increase based on Dividends or Other Earnings Paid during Applicable FY upon Vesting Date [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 0 | 0 | 495,000 | |
Russell 2000 Financials Industry [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Total Shareholder Return Amount | [4] | $ 105.2 | $ 124.45 | $ 95.77 |
PEO(s) [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
PEO Name | Bryant R. Riley and Thomas J. Kelleher | Bryant R. Riley and Thomas J. Kelleher | Bryant R. Riley and Thomas J. Kelleher | |
Average Non-PEO NEOs [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | $ (9,473,056) | $ 7,359,364 | $ 2,728,796 | |
Average Non-PEO NEOs [Member] | Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table for Applicable FY [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (884,084) | (5,746,895) | (354,837) | |
Average Non-PEO NEOs [Member] | 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 [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 600,749 | 11,719,150 | 856,022 | |
Average Non-PEO NEOs [Member] | 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 [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (8,501,668) | 843,294 | 341,382 | |
Average Non-PEO NEOs [Member] | 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 [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (688,053) | 543,815 | 1,669,666 | |
Average Non-PEO NEOs [Member] | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 0 | 0 | 0 | |
Average Non-PEO NEOs [Member] | Increase based on Dividends or Other Earnings Paid during Applicable FY upon Vesting Date [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | $ 0 | $ 0 | $ 216,563 | |
[1]The following individuals are our Named Executive Officers for each fiscal year:[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:[3] (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 2022. 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. This performance measure may not have been the most important financial performance measure for fiscal years 2021, and 2020, and we may determine a different financial performance measure to be the most important financial performance measure in future years. |