DEF 14A of Reservoir Media, Inc., Jun 27, 2025

DEF 14A of Reservoir Media, Inc.

Filed Jun 27, 2025 · FY20250001104659-25-063635

Open on EDGAR

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

    ELECTION OF THE CLASS I 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 I Directors” are Ms. Helima Croft, Mr. Neil de Gelder and Mr. Rell Lafargue and their terms will expire at the Annual Meeting; • 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 of stockholders to be held in 2026 (“2026 Annual Meeting”); and • 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 2027 (“2027 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 I 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 for reelection to our Board as Class I Directors at the Annual Meeting Ms. Helima Croft, Mr. Neil de Gelder and Mr. Rell Lafargue. The candidacies of Ms. Croft, Mr. de Gelder and Mr. Lafargue 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 Ms. Croft, Mr. de Gelder and Mr. Lafargue to our Board after considering each of their backgrounds, qualifications and professional experience. Each of Ms. Croft, Mr. de Gelder and Mr. Lafargue serves on our Board, has consented to be named in this proxy statement and has agreed to serve, if elected, until the 2028 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 I Directors – Nominees for Election at the Annual Meeting

    Class I Directors – Nominees for Election at the Annual Meeting

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

    | Name | Age | Director Since | Board Committee(s) | | Helima Croft | 53 | 2021 | Nominating and Corporate Governance Committee | | Neil de Gelder | 72 | 2021 | Audit Committee (Chair) and Compensation Committee | | Rell Lafargue | 53 | 2021 | — |

  6. Class II Directors – Term Expiring at the 2026 Annual Meeting

    Class II Directors – Term Expiring at the 2026 Annual Meeting

  7. Class II Directors – Term Expiring at the 2026 Annual Meeting

    | Name | Age | Director Since | Board Committee(s) | | Stephen M. Cook | 49 | 2021 | Nominating and Corporate Governance Committee (Chair) and Compensation Committee | | Jennifer G. Koss | 47 | 2021 | Audit Committee | | Adam Rothstein | 53 | 2021 | Audit Committee |

  8. Class III Directors – Term Expiring at the 2027 Annual Meeting

    Class III Directors – Term Expiring at the 2027 Annual Meeting

  9. Class III Directors – Term Expiring at the 2027 Annual Meeting

    | Name | Age | Director Since | Board Committee(s) | | Ezra S. Field* | 55 | 2021 | Compensation Committee (Chair) | | Golnar Khosrowshahi | 53 | 2021 | — | | Ryan P. Taylor | 49 | 2021 | Nominating and Corporate Governance Committee |

  10. Class III Directors – Term Expiring at the 2027 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 I Directors

    Board Nominees – Class I Directors Helima Croft, 53, 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. We believe Ms. Croft is well-qualified to serve as a member of our Board due to her two decades of investment experience in public and private markets both domestically and internationally. Neil de Gelder, 72, 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. We believe Mr. de Gelder is well-qualified to serve as a member of our Board due to his four decades of legal, regulatory and investment experience in the public and private markets both domestically and internationally, as well as his experience serving on the boards of directors of public and private companies. Rell Lafargue, 53, is our President and Chief Operating Officer and a member of the Board. Mr. Lafargue has served as Chief Operating Officer since October 2013 and as President since 2018, overseeing all aspects of our day-to-day operations in New York, Los Angeles, Nashville, London, Toronto, Abu Dhabi and Mumbai. Building on over thirty years of industry experience, Mr. Lafargue built our infrastructure, assembled our Creative and Synch teams, established our administration systems and developed the international network that oversees our copyrights to this day. 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, Chrysalis Records and New State. 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 2024 and 2025 Billboard Power Player, as well as a 2023 Billboard Indie Power Player and a 2023 and 2024 Billboard R&B/Hip-Hop Power Player. In November 2022, Mr. Lafargue joined 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. We believe Mr. Lafargue is well-qualified to serve as a member of our Board of directors because of the historical knowledge, operational expertise, and continuity he brings to the Company, as well as his extensive industry experience.

  12. Continuing Directors – Class II Directors

    Continuing Directors – Class II Directors Stephen M. Cook, 49, 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, 47, 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 also serves on the Board of Directors and as a member of the Governance & Nominating Committee of the Dream Impact Trust (TSX: MPCT.UN), an open-ended trust dedicated to impact investing, since September 2023. Since August 2024, Ms. Koss has served on the Board of Directors of La Maison Simons, a Canadian department store chain that is also Canada’s oldest family business. 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 2020 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, 53, is a member of our Audit Committee and a member of the Board. Mr. Rothstein previously served as a Sponsor and Director of Roth CH Acquisition II Co. (NASDAQ: ROCC) from December 2020 until July 2021. 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. In March 2025, Mr. Rothstein was appointed to the Board of Directors of Fathom Holdings, Inc. (NASDAQ: FTHM), a national, technology-driven, end-to-end real estate services platform, where he also serves on the Audit Committee, Nominating and Corporate Governance Committee, and Strategy Committee. 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 and since 2024, Mr. Rothstein has been a Co-Owner and Director of the Centre d’Esports Sabadell Futbol Club, S.A.D. 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 is currently the Chair of its Audit Committee. From May 2020 until March 2021, Mr. Rothstein was a Sponsor and Director of Roth CH Acquisition I Co. (NASDAQ: ROCH), a special purpose acquisition company that merged with PureCycle Technologies LLC and is now publicly listed on Nasdaq as PureCycle Technologies, Inc. (NASDAQ: PCT). From March 2021 until February 2022, Mr. Rothstein was a Sponsor and Director of Roth CH Acquisition III Co. (NASDAQ: ROCR), a special purpose acquisition company that merged with BCP Qualtek Holdco, LLC. From August 2021 until May 2022, Mr. Rothstein served as a Director of Roth CH Acquisition IV Co. (NASDAQ: ROCG), special purpose acquisition company that merged with Tigo Energy Inc. and is now publicly listed on Nasdaq as Tigo Energy Services Inc. (NASDAQ: TYGO). From November 2021 until December 2024, Mr. Rothstein served as a Director and member of the Audit Committee of Roth CH Acquisition Co. V (NASDAQ: ROCL), a special purpose acquisition company that merged with New Era Helium Corp. and is now publicly listed on Nasdaq as New Era Helium Inc. (NASDAQ: NEHC). Since August 2023, Mr. Rothstein has been a Director and member of the Audit Committee of Roth CH Acquisition Co., a special purpose acquisition company, (NASDAQ: USCT). 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. Mr. Rothstein has over 25 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, as well as remaining an Advisory Board Member Emeritus of the Leeds School of Business at the University of Colorado-Boulder. 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 (M.Phil.) in Finance from the University of Cambridge.

  13. Continuing Directors – Class III Directors

    Continuing Directors – Class III Directors Ezra S. Field, 55, 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 Allvision, a digital outdoor advertising company, Le Botaniste, a plant-based limited-service restaurant chain, and Gnubiotics Sciences, S.A., a Swiss medical nutrition business. He served on the Board of Directors of GAM Holdings, A.G., a public company based in Switzerland, from 2016 until 2019. Mr. Field also served on the Board of Directors of Mursion, Inc., a leader in immersive virtual reality training for emotional intelligence in the workplace, from 2021 until 2023. 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. Mr. Field is a former Trustee of the Asian University for Women Support Foundation, Global Kids, and the Baltimore Leadership School for Young Women. Mr. Field served as an Adjunct Professor at Pace Law School, 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, 53, is our Chief Executive Officer and a member of the Board. Ms. Khosrowshahi founded Reservoir in 2007 and continues to lead the team in building a well-attended roster and an established catalog. Ms. Khosrowshahi was named Billboard’s Women In Music Executive of the Year in 2022 and to Billboard’s Women In Music Hall of Fame in 2023. She was previously 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, 2022, 2023, 2024 and 2025. Ms. Khosrowshahi has been named Music Week’s International Woman of the Year in 2023, one of Fast Company’s Most Creative People In Business, Forbes’ 50 Over 50, Inc.’s 2024 Female Founders 250 List, and to Variety’s New Power of New York and Power of Women lists. Further, under Ms. Khosrowshahi’s leadership, Reservoir has twice been awarded both Publisher of the Year by Music Business Worldwide’s The A&R Awards and Independent Publisher of the Year at the Music Week Awards. 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 on the Advisory Board. 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, 49, 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 Reservoir in June 2021. He currently serves on the Boards 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.

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

    Summary of Named Executive Officer Offer Letters and Employment Agreements

  15. Jim Heindlmeyer

    Jim Heindlmeyer On May 26, 2022, Mr. Heindlmeyer entered into an employment agreement with us (the “Heindlmeyer Employment Agreement”), pursuant to which he would continue to serve as our Chief Financial Officer for a term beginning on April 1, 2022 through April 1, 2025, subject for an additional two-year term thereafter at our election. On December 30, 2024, we elected to extend the term of the Heindlmeyer Employment Agreement through April 1, 2027. The Heindlmeyer Employment Agreement provides for an annual base salary of $350,000 and is subject to increases of 2.5% (or such greater amount as determined by our Chief Executive Officer) on April 1, 2023 and each subsequent anniversary during the employment term. In addition, for the fiscal year beginning April 1, 2022 and each fiscal year thereafter, Mr. Heindlmeyer’s target annual incentive opportunity is equal to 50% of his then current base salary, with the resulting payout contingent upon the attainment of certain revenue and adjusted EBITDA targets, as established by the Board or our Chief Executive Officer. Moreover, commencing with the fiscal year ending March 31, 2023 and subject to the approval of the Compensation Committee, Mr. Heindlmeyer became eligible to receive an annual grant of equity or equity-based awards under the 2021 Incentive Plan. The target amount of such award is equal to 50% of his base salary and may be subject to time and/or performance-based vesting (including achievement of specified performance criteria as determined by our Chief Executive Officer or the Board). The Heindlmeyer Employment Agreement provides for severance benefits to be paid in the event of employment termination in certain circumstances. See “— Potential Payments upon Termination of Employment or Change in Control” for a description of such severance benefits. Under the Heindlmeyer Employment Agreement, Mr. Heindlmeyer is subject to certain post-termination restrictive covenants, including perpetual mutual non-disparagement and confidentiality covenants.

  16. 2021 Omnibus Incentive Plan

    2021 Omnibus Incentive Plan On July 28, 2021, in connection with the business combination between our predecessor, Roth CH Acquisition II Co., and Reservoir Holdings, Inc. whereby our legal name became “Reservoir Media, Inc.,” we adopted the Reservoir Media, Inc. 2021 Omnibus Incentive Plan (the “2021 Incentive Plan”). The 2021 Incentive Plan is administered by our Compensation Committee, with any exercise prices, vesting and other restrictions determined by the Board, subject to the exercise price per share covered by a stock option being no less than the fair market value of such share, determined as of the date the applicable stock option is granted. Stock options awarded under the 2021 Incentive Plan typically expire 10 years after the date of the grant and generally have vesting conditions determined by our Compensation Committee. We do not have a formal policy relating to the timing of equity grants under the 2021 Incentive Plan, but in practice, we do not take material nonpublic information into account when determining the timing or terms of awards and do not grant awards in anticipation of material nonpublic information.

  17. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation paid to, awarded to or earned by our Named Executive Officers for services rendered in all capacities during the fiscal years ended March 31, 2025 and March 31, 2024.

  18. 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 | 2025 | 430,756 | — | 920,000 | 215,378 | 12,515 | 1,578,649 | | | 2024 | 420,250 | — | 920,000 | 210,125 | 11,972 | 1,562,347 | | Rell Lafargue President & Chief Operating Officer | 2025 | 398,450 | — | 1,447,514 | 539,845 | 12,507 | 2,398,316 | | | 2024 | 388,731 | — | 1,121,730 | 538,873 | 11,965 | 2,061,299 | | Jim Heindlmeyer Chief Financial Officer | 2025 | 367,719 | — | 179,373 | 183,859 | 11,973 | 742,924 | | | 2024 | 358,750 | — | 175,000 | 179,375 | 11,681 | 724,806 |

  19. Summary Compensation Table

    (1) The amounts reported in this column represent the grant date fair value of restricted stock units awarded to the Named Executive Officers in fiscal years 2024 and 2025 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 Ms. Khosrowshahi and Messrs. Lafargue and Heindlmeyer (i) in fiscal year 2025 reflect the equity portion of their annual bonus for fiscal year 2024 and (ii) in fiscal year 2024 reflect the equity portion of their annual bonus for fiscal year 2023. (2) The amounts reported in this column represent cash bonuses earned based on the achievement of pre-established financial performance criteria, such as adjusted EBITDA, and individual performance goals. (3) The amounts reported in this column reflect our total contributions to each Named Executive Officer’s account for our tax-qualified 401(k) plan.

  20. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information about the outstanding equity awards (unvested and vested) held by our Named Executive Officers as of March 31, 2025.

  21. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards(1) | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Exercisable Options (#) | Option Exercise Price | Option Expiration Date | Equity Incentive Plan Awards: Number of Shares or Units of Stock That Have Not Vested (#)(2) | Equity Incentive Plan Awards: 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 | 119,325 | 910,450 | | Rell Lafargue | 7/28/2021 | 352,918 | $5.11 | 5/1/2029 | 276,209 | 2,107,475 | | Jim Heindlmeyer | 7/28/2021 | 56,466 | $5.11 | 5/1/2029 | 37,066 | 282,814 |

  22. Outstanding Equity Awards at Fiscal Year-End

    (1) The amounts reported in these columns represent the number, exercise price and expiration date of outstanding stock options held by the Named Executive Officers as of March 31, 2025. This column shows the number of unvested time-based restricted stock units held by the Named Executive Officers as of March 31, 2025. Ms. Khosrowshahi’s restricted stock units vested with respect to 119,325 shares on April 1, 2025. Mr. Lafargue’s restricted stock units vested with respect to 182,337 shares on May 31, 2025, and will vest with respect to the remaining 93,872 shares on May 31, 2026. Mr. Heindlmeyer’s restricted stock units vested with respect to 25,434 shares on May 31, 2025, and will vest with respect to the remaining 11,632 shares on May 31, 2026. This column shows the market value of unvested restricted stock units held by our Named Executive Officers based on a per share price of $7.63, which represents the closing price of our common stock on March 31, 2025.

  23. 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 our Named Executive Officers would receive upon a termination without “cause” or their resignation for “good reason,” as of March 31, 2025. None of our Named Executive Officers is entitled to any additional severance payments or benefits upon his or her death, disability, the non-renewal of any employment agreement, or a change in control absent a termination of employment. None of our Named Executive Officers is entitled to any enhanced severance payments or benefits in connection with a change of control.

  24. 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 valued at $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. In addition, each Director is reimbursed for out-of-pocket expenses for his or her service on the Board.

  25. 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 fiscal year ended March 31, 2025.

  26. Director Compensation Table

    | Name | Fees Earned or Paid In Cash ($)(1)(2) | Stock Awards($)(3) | Total ($) | | Stephen M. Cook | 20,000 | 80,000 | 100,000 | | Helima Croft | 20,000 | 80,000 | 100,000 | | Neil de Gelder(4) | 35,000 | 80,000 | 115,000 | | Ezra S. Field(5) | 50,000 | 80,000 | 130,000 | | Golnar Khosrowshahi | — | — | — | | Jennifer G. Koss | 20,000 | 80,000 | 100,000 | | Rell Lafargue | — | — | — | | Adam Rothstein | 20,000 | 80,000 | 100,000 | | Ryan P. Taylor | 20,000 | 80,000 | 100,000 |

  27. 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 may elect to receive his or her annual cash retainer and any other cash retainer in vested deferred stock units. As of March 31, 2025, each of Mr. Cook and Mr. Taylor has the right to receive 2,517 shares upon settlement of vested deferred stock units on July 28, 2025. Ms. Koss has the right to receive 3,107 shares upon settlement of vested deferred stock units when her service as a Director terminates. (3) 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. Annual equity grants were made to our Non-Employee Directors on August 9, 2024 (other than Ms. Croft who received her equity grant on August 27, 2024), with vesting to occur on July 28, 2025 to align with the fourth anniversary of the Business Combination, subject to the Directors’ continued service on such date. As of March 31, 2025, each of Mr. Cook, Mr. de Gelder, Mr. Field, Ms. Koss, Mr. Rothstein and Mr. Taylor held 11,235 unvested restricted stock units. (4) 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 of $15,000 for his service as Chair of the Compensation Committee, to be paid in quarterly installments in arrears.