DEF 14A of Reservoir Media, Inc., Jun 30, 2023

DEF 14A of Reservoir Media, Inc.

Filed Jun 30, 2023 · FY20230001104659-23-077080

Open on EDGAR

  1. ELECTION OF THE CLASS II DIRECTORS NAMED IN THIS PROXY STATEMENT

    ELECTION OF THE CLASS II DIRECTORS NAMED IN THIS PROXY STATEMENT

  2. General

    General Our Board currently consists of nine Directors. In accordance with our Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), the Board is divided into three classes of Directors. At each annual meeting of stockholders, the successors to Directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following the election. • The “Class II Directors” are Mr. Stephen M. Cook, Ms. Jennifer G. Koss and Mr. Adam Rothstein and their terms will expire at the Annual Meeting; • the “Class III Directors” are Mr. Ezra S. Field, Ms. Golnar Khosrowshahi and Mr. Ryan P. Taylor and their terms will expire at the annual meeting of stockholders to be held in 2024 (“2024 Annual Meeting”); and • the “Class I Directors” are Ms. Helima Croft, Mr. Neil de Gelder and Mr. Rell Lafargue and their terms will expire at the annual meeting of stockholders to be held in 2025 (“2025 Annual Meeting”). Any additional directorships resulting from an increase in the number of Directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our Directors. The division of our Board into three classes of Directors with staggered three-year terms may delay or prevent a change of our management or a change in control. The authorized number of Directors may be increased or decreased by our Board in accordance with our Certificate of Incorporation. At any meeting of the Board, except as otherwise required by law, a majority of the total number of Directors then in office will constitute a quorum for all purposes and the vote of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board. At the Annual Meeting, our stockholders will vote to elect the three nominees named in this proxy statement as Class II Directors, whose current terms will expire at the Annual Meeting. Each of our Directors, including the Director nominees, serves as a Director until the election and qualification of his or her successor, or until his or her earlier death, resignation, disqualification or removal. Our Board nominated Mr. Stephen M. Cook, Ms. Jennifer G. Koss and Mr. Adam Rothstein for reelection to our Board as Class II Directors at the Annual Meeting. The candidacies of Mr. Cook, Ms. Koss and Mr. Rothstein were each considered by our Nominating and Corporate Governance Committee in accordance with our established process for evaluating candidates to serve on the Board. The Nominating and Corporate Governance Committee recommended the appointment of Mr. Cook, Ms. Koss and Mr. Rothstein to our Board after considering each of their backgrounds, qualifications and professional experience. Each of Mr. Cook, Ms. Koss and Mr. Rothstein serves on our Board, has consented to be named in this proxy statement and has agreed to serve, if elected, until the 2026 annual meeting of stockholders and until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships between or among any of our Executive Officers, Director nominees, or continuing Directors.

  3. Directors

    Directors The following table sets forth information with respect to our Director nominees for election at the Annual Meeting and our continuing Directors:

  4. Class II Directors – Nominees for Election at the Annual Meeting

    Class II Directors – Nominees for Election at the Annual Meeting

  5. Class II Directors – Nominees for Election at the Annual Meeting

    | Name | Age | Director Since | Board Committee(s) | | Stephen M. Cook | 47 | 2021 | Nominating and Corporate Governance Committee and Compensation Committee | | Jennifer G. Koss | 45 | 2021 | Audit Committee | | Adam Rothstein | 51 | 2021 | Audit Committee |

  6. Class III Directors – Term Expiring at the 2024 Annual Meeting

    Class III Directors – Term Expiring at the 2024 Annual Meeting

  7. Class III Directors – Term Expiring at the 2024 Annual Meeting

    | Name | Age | Director Since | Board Committee(s) | | Ezra S. Field* | 53 | 2021 | Compensation Committee | | Golnar Khosrowshahi | 51 | 2021 | — | | Ryan P. Taylor | 47 | 2021 | Nominating and Corporate Governance Committee |

  8. Class I Directors – Term Expiring at the 2025 Annual Meeting

    Class I Directors – Term Expiring at the 2025 Annual Meeting

  9. Class I Directors – Term Expiring at the 2025 Annual Meeting

    | Name | Age | Director Since | Board Committee(s) | | Helima Croft | 51 | 2021 | Nominating and Corporate Governance Committee | | Neil de Gelder | 70 | 2021 | Audit Committee and Compensation Committee | | Rell Lafargue | 51 | 2021 | — |

  10. Class I Directors – Term Expiring at the 2025 Annual Meeting

    * Chair of the Board Additional biographical descriptions of the Director nominees and continuing Directors are set forth below. These descriptions include the experience, qualifications and skills that led to the conclusion that each Director should serve as a member of our Board.

  11. Board Nominees – Class II Directors

    Board Nominees – Class II Directors Stephen M. Cook, 47, is the Chair of our Nominating and Corporate Governance Committee, a member of our Compensation Committee and a member of the Board. Mr. Cook previously served on the Board of Directors of Reservoir Holdings, Inc. from April 2019 until July 2021. He has been an investment partner at Slate Path Capital, an investment firm based in New York that he co-founded, since 2012. Prior to co-founding Slate Path Capital, Mr. Cook worked at Blue Ridge Capital from 2005 until 2012. Prior to receiving his MBA from the Stanford Graduate School of Business in May 2005, Mr. Cook worked at Hicks, Muse, Tate & Furst in Dallas, Texas, where he focused on leveraged buy-outs and corporate restructuring. He began his career as an analyst at Credit Suisse First Boston working on corporate mergers and acquisitions. Mr. Cook received his M.B.A. from the Stanford Graduate School of Business in May 2005 and his undergraduate degree in business administration from the University of Texas. Jennifer G. Koss, 45, is a member of our Audit Committee and a member of the Board. Ms. Koss has served as a Founding Partner of Springbank Collective, an early-stage investment firm focused on gender equality, since 2020. She has also served as the Chief Executive Officer of BRIKA, an experiential retail agency, since she co-founded the company in 2012. In February 2022, the company was acquired by SALT XC, a leading experiential commerce agency with offices in Toronto, Chicago and Los Angeles. Previously, Ms. Koss worked for over a decade in management consulting and investment banking as an Associate at The Bridgespan Group, a Senior Investment Associate at Ontario Teachers’ Private Capital and a Senior Associate at the Parthenon Group LLC. Ms. Koss has served on the Board of Directors and as a member of the Audit and Governance Committees for Dream Unlimited, a public Canadian real estate company, since 2014. Ms. Koss served on the Board of Directors and as a member of the Audit Committee for Komplett Group, a Norwegian e-commerce company, from August 2020 until May 2023 and on the Board of Directors of Moller Eiendom, a Norwegian real estate portfolio company, from June 2021 until June 2023. She previously served on the Board of Directors for Active Brands AS, a sports apparel and equipment company from August 2022 until June 2022. Ms. Koss also served on the Board of Directors of Senscom, a Norwegian healthcare technology company, from August 2020 until June 2023, and on the Board of Directors of Sneakersnstuff, a shoe and streetwear company, from August 2020 until June 2023. Ms. Koss has served as a trustee and member of the Finance Committee for the National Ballet of Canada since 2018. She also served as a trustee and member of the Audit and Finance Committee of the Art Gallery of Ontario from 2017 until 2020. Ms. Koss holds an M.B.A. from Harvard Business School, a Master of Philosophy (M.Phil.) from the University of Oxford and an A.B. from Harvard University. Adam Rothstein, 51, is a member of our Audit Committee and a member of the Board. From December 2020 until July 2021, Mr. Rothstein was a Sponsor and Director of Roth CH Acquisition II Co. (NASDAQ: ROCC). Roth CH Acquisition II was a special purpose acquisition company that merged with Reservoir Holdings, Inc. in July 2021, and in July of 2021, Mr. Rothstein was then named a Director of Reservoir Media, Inc. (NASDAQ: RSVR). Mr. Rothstein is a Co-Founder and General Partner of Disruptive Technology Partners, an Israeli technology-focused early-stage investment fund, Disruptive Growth, a collection of late-stage investment vehicles focused on Israeli technology, and the Disruptive Technologies Opportunity Fund which he co-founded in 2013, 2014 and 2018 respectively. Since 2014, Mr. Rothstein has also been the Managing Member of 1007 Mountain Drive Partners, LLC, which is a consulting and investment vehicle. Previously, Mr. Rothstein was a sponsor and the Executive Chairman of 890 5th Avenue Partners, Inc. (NASDAQ: ENFA) from September 2020 until December 2021. 890 5th Avenue Partners, Inc. was a special purpose acquisition company that merged with Buzzfeed, Inc. in December of 2021 and is now publicly listed on NASDAQ as Buzzfeed, Inc. (NASDAQ: BZFD). In December of 2021, Mr. Rothstein was named a Director of Buzzfeed, Inc and a member of its Audit Committee. (NASDAQ: BZFD). Mr. Rothstein was also a Sponsor and Director of Roth CH Acquisition I Co. (NASDAQ: ROCH), from May 2020 until March 2021. Roth CH Acquisition I was a special purpose acquisition company that merged with PureCycle Technologies LLC and is now publicly listed on NASDAQ as PureCycle Technologies, Inc. (NASDAQ: PCT). Mr. Rothstein was also a Sponsor and Director of Roth CH Acquisition III Co. (NASDAQ: ROCR) from March 2021 until February 2022. Roth CH Acquisition III Co. is now publicly listed on NASDAQ as QualTek Services Inc (NASDAQ: QTEK). Mr. Rothstein also served as a Director and member of the Audit Committee of Roth CH Acquisition IV Co. from August 2021 until May 2023. Roth CH Acquisition IV Co. was special purpose acquisition company that merged with Tigo Energy Inc. is now publicly listed on NASDAQ as Tigo Energy Services Inc (NASDAQ: TYGO). Since November 2021, Mr. Rothstein has served as a Director and member of the Audit Committee of Roth CH Acquisition V, a special purpose acquisition company. From July 2019 until January 2021, Mr. Rothstein was a Director of Subversive Capital Acquisition Corp. (NEO: SVC.A.U) (OTCQX: SBVCF), a special purpose acquisition company that partnered with Shawn “JAY-Z” Carter and Roc Nation in January 2021 to acquire CMG Partners Inc. and Left Coast Ventures, Inc. and which now trades as TPCO Holding Corp. (NEO: GRAM.U) (OTCQX: GRAMF). Mr. Rothstein has over 20 years of investment experience and currently sits on the Boards of Directors of several early- and mid-stage technology and media companies both in the United States and in Israel. Mr. Rothstein graduated summa cum laude with a Bachelor of Science in Economics from the Wharton School of Business at the University of Pennsylvania and has a Master of Philosophy (MPhil) in Finance from the University of Cambridge.

  12. Continuing Directors – Class III Directors

    Continuing Directors – Class III Directors Ezra S. Field, 53, is the Chair of our Compensation Committee and the Chair of the Board. Mr. Field is currently the Managing Partner of Harborfield Management Co., LLC, a private investment management firm. From 2007 until late 2021, he served in a variety of capacities for Roark Capital Group, including serving as Chief Investment Officer, Co-Chief Investment Officer, Managing Director and Senior Advisor. Prior to Roark, Mr. Field worked at ACI Capital Co. from 2001 until 2007. Mr. Field was an entrepreneur and venture capitalist with TeachScape and Open Venture Group in 2000. He also served as a law clerk to the Honorable Ralph K. Winter, Chief Judge on the U.S. Court of Appeals for the Second Circuit, from 1998 until 1999. Mr. Field currently serves on the Board of Directors of Mursion, a leader in immersive virtual reality training for emotional intelligence in the workplace, since February 2021, Allvision, a digital outdoor advertising company and Le Botaniste, a plant-based limited-service restaurant chain. He served on the Board of Directors of GAM Holdings, A.G., a public company based in Switzerland, from 2016 until 2019. In addition, Mr. Field has served on a number of Boards of Directors at Roark Capital Group and ACI Capital Co. Since 2014, Mr. Field has served on the Board of Directors of the not-for-profit Business Executives for National Security. His prior not-for-profit board experience includes serving on the Board of Directors for Global Kids from 2014 until 2019, the Board of Trustees for the Baltimore Leadership School for Young Women Support Foundation from 2008 until 2015 and the Board of Trustees of the Asian University for Women Support Foundation from 2003 until 2012. Mr. Field served as an Adjunct Professor at Pace Law School in 2005, where he taught mergers and acquisitions. He earned his J.D. from Columbia Law School in 1998, where he was a Senior Review and Essay Editor for the Columbia Law Review, a Harlan Fiske Stone Scholar and a John M. Olin Law & Economics Fellow. He earned his M.B.A. from Columbia Business School in the same year, where he was a member of the Beta Gamma Sigma Honorary Society. Mr. Field earned his B.A., with honors, from Wesleyan University in 1991. Golnar Khosrowshahi, 51, is our Chief Executive Officer and a member of the Board. Ms. Khosrowshahi founded Reservoir in 2007 and under her leadership, we have grown to own and administer over 150,000 copyrights and over 36,000 master recordings, with titles dating as far back as 1900. Ms. Khosrowshahi continues to lead the team in building a well-attended roster and an established catalog. In 2023, Ms. Khosrowshahi was named to Billboard’s Women In Music Hall of Fame, following her recognition as Billboard’s Executive of the Year in 2022 and being named one of Billboard’s Most Powerful Female Executives for 2017, 2018, 2019 and 2020. In addition, Ms. Khosrowshahi was named a Billboard Indie Power Player for 2017 and 2018 and included on Billboard’s Power List for 2020 and 2022. Further, under Ms. Khosrowshahi’s leadership, we were awarded Publisher of the Year by Music Business Worldwide’s The A&R Awards in 2017 and 2019 and won Independent Publisher of the Year at the 2020 and 2022 Music Week Awards. Prior to her foray into the music industry, Ms. Khosrowshahi worked in a number of different roles in advertising, design and experiential marketing. In addition to her role as our Chief Executive Officer, Ms. Khosrowshahi serves as a member of the Board of Directors of the National Music Publishers’ Association, which is an association that works to ensure fair compensation and property rights for songwriters and their representatives. She sits on the National Music Publishers’ Association’s S.O.N.G.S. Foundation Board of Directors, working to raise funds to support career songwriters. Working alongside artist director and cellist Yo-Yo Ma, Ms. Khosrowshahi served as Board Chair of Silkroad, a non-profit organization formed in 2000, and now serves as a Director. Ms. Khosrowshahi is also a member of the Boards of Directors of our various subsidiaries and affiliates. From June 2018 until May 2023, Ms. Khosrowshahi served on the Board of Directors of Restaurant Brands International Inc. and, from May 2021 until July 2022, she served on the Board of Directors of Nomad Foods. In June 2022, she was elected to the Board of Directors of the New York Philharmonic. Ms. Khosrowshahi received her B.A. from Bryn Mawr College and her M.B.A. from Columbia University. Ryan P. Taylor, 47, is a member of our Nominating and Corporate Governance Committee and a member of the Board. Mr. Taylor previously served on the Board of Directors of Reservoir Holdings, Inc. from April 2019 to July 2021. He has been the Managing Partner of Richmond Hill Investment Co., LP since its founding in 2010 and has also served as a Managing Director of Richmond Hill Investments, LLC since its founding in 2008. Richmond Hill is based in New York City and is a registered investment adviser that manages private investment partnerships that invest on an opportunistic basis across a variety of industries and asset classes. Before joining Richmond Hill, Mr. Taylor worked at the global investment bank, Greenhill & Co. Inc., from 1998 until 2008, most recently as a Principal. Mr. Taylor served on the Board of Managers of Tommy Boy Music, LLC from 2017 until the consummation of the acquisition of Tommy Boy Music, LLC by us in June 2021. He currently serves on the Board of Directors of a number of private companies, including several involved in the music business. He earned a B.B.A. in Finance with Honors from the University of Texas at Austin in 1998.

  13. Continuing Directors – Class I Directors

    Continuing Directors – Class I Directors Helima Croft, 51, is a member of our Nominating and Corporate Governance Committee and a member of the Board. Ms. Croft has been a Managing Director and the Head of Global Commodity Strategy and Middle East and North Africa Research at RBC Capital Markets since 2014. Ms. Croft has also been a CNBC contributor since 2016. Prior to her current roles, Ms. Croft was a Managing Director and Head of North American Commodities Research at Barclays from 2008 until 2014 and worked in Lehman Brothers’ Business Intelligence Group from 2005 until 2008. Ms. Croft also served as a senior economic analyst at the Central Intelligence Agency from 2001 until 2005 and served as a National Intelligence Fellow at the Council on Foreign Relations from 2003 until 2004. Ms. Croft has served as a member of the Board of Directors and a member of the Executive Committee of the Atlantic Council since 2018 and as a member of the National Petroleum Council since 2016. Ms. Croft is a Life Member of the Council on Foreign Relations and a member of the Trilateral Commission. Ms. Croft has received a number of industry accolades, including Breaking Energy’s Top Ten New York Women in Energy and Oil and Gas Investor’s Top 25 Most Influential Women in Energy for 2019. Ms. Croft graduated from the University of Edinburgh in 1993 and earned her Ph.D. in Economic History from Princeton University in 2001. Neil de Gelder, 70, is the Chair of our Audit Committee, a member of our Compensation Committee and a member of the Board. Since January 2021, Mr. de Gelder has served as the Vice Chair of the Board of Directors of Stern Partners Inc., a Vancouver-based private investment firm with a portfolio of controlling interests in numerous operating companies across a wide range of industry sectors, including manufacturing, distribution, retailing, environmental services, publishing and printing and real estate development. Prior to his retirement in December 2020, Mr. de Gelder served as the Executive Vice President of Stern Partners Inc. from 2005, where he held senior executive roles with responsibilities for various activities, including strategic advice to operating companies, acquisitions and divestitures and capital deployment generally. In addition, Mr. de Gelder is a Director of Highgate Investments LLC, which owns approximately 1.5% of our Common Stock. Mr. de Gelder has provided conflict of interest advisory services to TransLink, the largest public transportation services provider in British Columbia, since 2008. He also provided conflict of interest advisory services to HSBC Global Asset Management (Canada) Inc., the portfolio manager of HSBC’s Canadian mutual funds, from 2015 until March 2021. Previously, Mr. de Gelder worked in private legal practice from 1990 until 2005, specializing in public company financing, mergers & acquisitions and corporate governance for clients across a variety of industry sectors. He was frequently identified as a leading lawyer in Canada in his field and was appointed Queen’s Counsel by British Columbia’s Attorney General in 1999. Mr. de Gelder began his legal career in 1978 and practiced corporate and commercial law until 1987, when he was appointed the Executive Director of the British Columbia Securities Commission, where he led its regulatory, policy and enforcement operations, until 1990. Mr. de Gelder serves as an independent Director and, since 2012, has chaired the Nominating and Governance Committee and served as a member of the Audit Committee of Pan American Silver Corp., a NYSE- and TSX-listed precious metals mining company with operations in Latin America, Mexico and Canada. Mr. de Gelder also served as a member of the Human Resources and Compensation Committee of Pan-American Silver Corp from May 2021 until May 2023. He was also the Vice Chair of the Board of Directors and the Chair of the Governance Committee of ICBC, a multi-billion-dollar auto insurer owned by the Province of British Columbia, from 2004 until 2011. Mr. de Gelder also served as the Chair of the Board of Directors and the Chair of the Audit Committee of Discovery Fund VCC, a public, unlisted venture capital fund for British Columbia-based technology companies, from 2002 until 2016. He received his law degree from Osgoode Hall Law School in Toronto, Canada. Rell Lafargue, 51, is our President and Chief Operating Officer and a member of the Board. Mr. Lafargue has been our President and Chief Operating Officer since October 2013 and oversees all aspects of our day-to-day operations in New York, Los Angeles, Nashville, London, Toronto and Abu Dhabi. When Mr. Lafargue joined us in 2008, we represented four songwriters and 2,000 songs. Building on over twenty years of industry experience, Mr. Lafargue built our infrastructure, established our administration systems and developed the international network that oversees our copyrights to this day. Under his direction, we have grown to own and administer over 150,000 copyrights and over 36,000 master recordings, with titles dating as far back as 1900. Mr. Lafargue continues to spearhead our international and domestic expansion efforts, having overseen the acquisitions and integrations of the historic Shapiro Bernstein catalog, TVT Music Publishing catalog, First State Media Group catalog, U.K. publishers Reverb Music and P&P Songs and iconic record labels, Philly Groove Records, Tommy Boy Music and Chrysalis Records. From 2005 until 2008, Mr. Lafargue was a Vice President at TVT Records and TVT Music Publishing, where he worked with artists including Nine Inch Nails, Lil Jon, Snoop Dogg, Sevendust and Pitbull. Mr. Lafargue is also a member of the Boards of Directors of our various subsidiaries and affiliates. Mr. Lafargue was named a Billboard Indie Power Player for 2023. In November 2022, Mr. Lafargue was elected to the Board of Directors of the International Confederation of Music Publishers. He has also served on the Board of Directors, as Treasurer and on the Publisher Nominating Committee of the Mechanical Licensing Collective since March 2020 and the Board of Directors of Music Publishers Canada since March 2018, working to promote the interests of music publishers and their songwriting partners. Mr. Lafargue also served on the Board of the Association of Independent Music Publishers — New York Chapter from December 2018 until 2022. Beyond his career in music publishing, Mr. Lafargue is an accomplished producer, performer, arranger, software consultant and university lecturer. He holds a Master’s Degree in Music Business and Entertainment Industries from the University of Miami and a B.A. from the University of Louisiana.

  14. Summary of Named Executive Officer Offer Letters and Employment Agreements

    Summary of Named Executive Officer Offer Letters and Employment Agreements

  15. 2021 Omnibus Incentive Plan

    2021 Omnibus Incentive Plan In connection with the Business Combination, we adopted the Reservoir Media, Inc. 2021 Omnibus Incentive Plan (the “2021 Incentive Plan”), which became effective on such date. The 2021 Incentive Plan is administered by the Compensation Committee. The exercise prices, vesting and other restrictions are determined by the Board, except that the exercise price per share of a stock option may not be less than 100% of the fair value of the common stock on the date of grant. Stock options awarded under the 2021 Incentive Plan typically expire 10 years after the date of the grant and generally have vesting conditions that the Compensation Committee will determine.

  16. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation paid to, awarded to or earned by our Chief Executive Officer and our two other most highly compensated Executive Officers for services rendered in all capacities during the years ended March 31, 2023 and March 31, 2022.

  17. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Option Awards ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Golnar Khosrowshahi Chief Executive Officer | 2023 | 410,000 | — | 920,000 | 205,000 | 11,070 | 1,546,070 | | | 2022 | 400,000 | — | 920,000 | 200,000 | 13,485 | 1,533,485 | | Rell Lafargue President & Chief Operating Officer | 2023 | 379,250 | — | 944,308 | 537,925 | 11,063 | 1,872,546 | | | 2022 | 370,000 | — | 570,361 | 500,000 | 10,459 | 1,450,820 | | Jim Heindlmeyer Chief Financial Officer | 2023 | 350,000 | — | 34,602 | 175,000 | 10,746 | 570,348 | | | 2022 | 247,200 | — | 103,600 | 24,720 | 9,446 | 384,966 |

  18. Summary Compensation Table

    (1) The amounts reported in this column represent the grant date fair value of restricted stock units granted to the Named Executive Officers in fiscal 2022 and fiscal 2023 and do not correspond to the actual economic value that the Named Executive Officers may ultimately realize. Under applicable SEC rules, grants of equity awards are reported for the fiscal year in which they are granted (even if intended as a bonus for the prior fiscal year). Thus, the amounts shown for Messrs. Lafargue and Heindlmeyer (i) in fiscal 2023 reflect the equity portion of their annual bonus for fiscal 2022, and (ii) in fiscal 2022 reflect the equity portion of their annual bonus for fiscal 2021. (2) The amounts reported in this column represent cash bonuses earned based on performance for the fiscal year, based on the achievement of pre-established financial performance criteria, for example, adjusted EBITDA targets and individual performance goals. The amounts reported in this column reflect the total Company contributions to each Named Executive Officer’s account in the Company’s tax-qualified 401(k) plan.

  19. Outstanding Equity Awards at Fiscal Year-End 2023

    Outstanding Equity Awards at Fiscal Year-End 2023 The following table provides information about the outstanding equity awards (unvested and vested) held by our Named Executive Officers as of March 31, 2023.

  20. Outstanding Equity Awards at Fiscal Year-End 2023

    | | | Option Awards(1) | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Exercisable Options (#) | Option Exercise Price | Options Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Golnar Khosrowshahi | 7/28/2021 | 352,918 | $5.11 | 5/1/2029 | 143,974 | 938,710 | | Rell Lafargue | 7/28/2021 | 352,918 | $5.11 | 5/1/2029 | 179,564 | 1,170,757 | | Jim Heindlmeyer | 7/28/2021 | 56,466 | $5.11 | 5/1/2029 | — | — |

  21. Outstanding Equity Awards at Fiscal Year-End 2023

    (1) The amounts reported in these columns represent the number, option exercise price and option expiration date of outstanding stock options held by the Named Executive Officers as of March 31, 2023. (2) This column shows the number of unvested time-based restricted stock units held by the Named Executive Officers as of March 31, 2023. We have included Ms. Khosrowshahi’s restricted stock units as outstanding as of March 31, 2023 but note that they became fully vested on such date. Mr. Lafargue’s restricted stock units vested with respect to 105,675 shares on May 31, 2023, and will vest with respect to the remaining 73,889 shares on May 31, 2024. (3) This column shows the market value of the unvested restricted stock units held by the Named Executive Officers based on $6.52 per share, the closing price of the common stock on March 31, 2023.

  22. Potential Payments upon Termination of Employment or Change in Control

    Potential Payments upon Termination of Employment or Change in Control The discussion below sets forth a summary of the severance payments and benefits that Ms. Khosrowshahi, Mr. Lafargue and Mr. Heindlmeyer would receive upon a termination without “cause” or resignation for “good reason,” as of March 31, 2023. None of the Named Executive Officers is entitled to any additional severance payments or benefits upon his or her death, disability or a non-renewal of the contract, or upon a change in control absent a termination of employment. None of the Named Executive Officers is entitled to any enhanced change in control severance payments or benefits.

  23. Compensation of Directors

    Compensation of Directors Each of our Non-Employee Directors is entitled to an annual cash retainer of $20,000 payable quarterly in arrears and an annual equity grant of $80,000 in consideration for their service on the Board. In addition, our Chair of the Board and certain committee Chairs receive an annual cash retainer as described below. Each of our Non-Employee Directors receives an annual fee for his or her service on the Board and equity awards for his or her service on the Board. In addition, each Director is reimbursed for out-of-pocket expenses for his or her service on the Board.

  24. Director Compensation Table

    Director Compensation Table The following table sets forth information regarding the compensation paid to, awarded to or earned by the members of our Board for services rendered in all capacities during the year ended March 31, 2023.

  25. Director Compensation Table

    | Name | Fiscal Year | Fees Earned ($)(1)(2) | Stock Awards($)(3) | Total ($) | | Stephen M. Cook | 2023 | 20,000 | 160,000 | 180,000 | | Helima Croft | 2023 | 20,000 | 80,000 | 100,000 | | Neil de Gelder(4) | 2023 | 35,000 | 160,000 | 195,000 | | Ezra S. Field(5) | 2023 | 50,000 | 160,000 | 210,000 | | Golnar Khosrowshahi | 2023 | — | — | — | | Jennifer G. Koss | 2023 | 20,000 | 160,000 | 180,000 | | Rell Lafargue | 2023 | — | — | — | | Adam Rothstein | 2023 | 20,000 | 160,000 | 180,000 | | Ryan P. Taylor | 2023 | 20,000 | 160,000 | 180,000 |

  26. Director Compensation Table

    (1) The amounts in this column represent the value of the annual fees earned by Non-Employee Directors for their service on the Board, as well as the fees for the Chair of the Board, Chair of the Audit Committee and Chair of the Compensation Committee. (2) Each Non-Employee Director is permitted to elect to receive his or her annual cash retainer and any other cash retainer in vested deferred stock units. As of March 31, 2023, each of Mr. Cook and Mr. Taylor have the right to receive 3,107 shares upon settlement of vested deferred stock units on July 28, 2023. Ms. Koss has the right to receive 3,107 shares upon settlement of vested deferred stock units upon termination from her service as a Director of the Company. Each Non-Employee Director receives an annual equity grant of $80,000 in restricted stock units. The number of shares granted is equal to $80,000 divided by the fair market value of the underlying stock on the date of grant. The initial annual equity grants for “Year 1” were made to our Non-Employee Directors on June 29, 2022 (other than Ms. Croft who received her grant on July 28, 2022) and vested (and the restrictions lapsed) on the first anniversary of the initial Business Combination. Year 2 Equity Grants were made on September 15, 2022 (other than Ms. Croft who did not receive a Year 2 Grant during fiscal 2023). The Year 2 Equity Grants will vest on July 28, 2023 to align with the second anniversary of the Business Combination, subject to the Directors’ continued service on such date. As of March 31, 2023, each of Mr. Cook, Mr. de Gelder, Mr. Field, Ms. Koss, Mr. Rothstein and Mr. Taylor held 12,578 unvested restricted stock units. As Chair of the Audit Committee, Mr. de Gelder receives an annual cash retainer of $15,000 to be paid in quarterly installments in arrears. As Chair of the Board, Mr. Field receives an annual cash retainer of $15,000 to be paid in quarterly installments in arrears. Mr. Field is also entitled to an annual cash retainer as Chair of the Compensation Committee of $15,000 to be paid in quarterly installments in arrears.