BRC Group Holdings, Inc. 10-Q

Item 5. Other Information. On July 27, 2021, the Compensation Committee (the “Committee”) of the Company’s Board of Directors approved an annual incentive cash compensation program for the Company’s named executive officers. Rather than continue to establish financial targets pursuant to the Company’s Management Bonus Plan which in preceding years provided annual cash bonuses based upon the achievement of certain annual EBITDA thresholds, the Committee elected, following consultation with its outside compensation advisors, to implement a discretionary bonus program based upon the Company’s performance and the individual executive’s contributions. The Committee has determined that a discretionary annual bonus for the named executive officers enables the Committee (i) to tailor compensation based upon individual performance, (ii) to consider long versus short term goals, (iii) to evaluate the Company’s overall financial performance (or a business unit or subsidiary performance, as the case may be), and (iv) to appraise the attainment of other Company objectives. Item 6. Exhibits. The exhibits filed as part of this Quarterly Report are listed in the index to exhibits immediately preceding such exhibits, which index to exhibits is incorporated herein by reference. Exhibit Index Incorporated by Reference Exhibit No. Description Form Exhibit Filing Date 10.1 Credit Agreement dated June 23, 2021, among B. Riley Financial, Inc., BR Financial Holdings, LLC, BR Advisory & Investments LLC, each of the lenders from time to time parties thereto, Nomura Corporate Funding Americas, LLC, and Wells Fargo Bank, N.A. 8-K 10.1 6/25/2021 10.2# Form of Restricted Stock Unit Award Agreement (Time-Vesting) under the B. Riley Financial, Inc. 2021 Stock Incentive Plan. 8-K 10.1 6/3/2021 31.1* Certification of Co-Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934 31.2* Certification of Co-Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934 31.3* Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934 32.1** Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.3** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS* XBRL Instance Document 101.SCH* XBRL Taxonomy Extension Schema Document 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* XBRL Taxonomy Extension Definition Linkbase Document * Filed herewith. ** Furnished herewith. # Management contract or compensatory plan or arrangement 60 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. B. Riley Financial, Inc. Date: July 30, 2021 By: /s / PHILLIP J. AHN Name: Phillip J. Ahn Title: Chief Financial Officer and Chief Operating Officer (Principal Financial Officer) 61