RILYL B Riley Financial Inc

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 11, 2023, B. Riley Financial, Inc. (the “Company”), entered into amended and restated employment agreements (the “Employment Agreements”) with Bryant R. Riley, Thomas J. Kelleher, Phillip J. Ahn, Alan N. Forman, Andrew Moore and Kenneth M. Young (together, the “Executives”).

The Employment Agreements entered into with each of the Executives amends and restates each Executive’s existing employment agreement to provide that: (1) each Executive’s term of employment will be two years and such term will automatically renew for successive one-year terms unless either party notifies the other of non-renewal at least 90 days prior to the end of the then-current term, (2) any annual performance bonuses and/or long-term incentive awards will be granted at the sole discretion of the Company without any specific target set forth in the Employment Agreements, (3) in the event of a termination without Cause, for death or for Disability, or upon the Executive’s resignation for Good Reason (in each case, as defined in the Employment Agreements), each Executive will not be entitled to a pro-rata bonus for the year of termination and each Executive’s Severance Amount (as defined in the Employment Agreement) will be equal to four times for Messrs. Riley and Kelleher and two times for Messrs. Ahn, Forman, Moore and Young, the Executive’s base salary, plus one year of COBRA continuation reimbursements and (4) each Executive will be subject to confidentiality, non-competition and non-solicitation covenants (including employees and clients) while they are employed by the Company and such non-solicitation covenant will continue to apply for one year following any termination of employment. In addition, the Change in Control definition has been changed in each Employment Agreement to conform to the definition in the Company’s 2021 Stock Incentive Plan (or successor plan).

The foregoing description of the Amendments do not purport to be complete and are qualified in their entirety by reference to the Employment Agreements attached hereto as Exhibits 10.1–10.6 and incorporated by reference herein.