Scott Thorn
About Scott Thorn
Scott Thorn (age 46) was appointed to RIME’s Board in October 2025 and is classified as an independent director under Nasdaq rules . He serves as President & COO of InvitedHome (since Oct 2024), previously co-founded and served as CSO at Open Book Extracts (2019–2024), and earlier was a Managing Director at Douglas Wilson Companies . Tenure on RIME’s board began October 6, 2025; he was immediately assigned to key committees (Audit and Compensation) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Open Book Extracts | Co-Founder & Chief Strategy Officer | Feb 2019 – Oct 2024 | Growth strategy for cGMP cannabinoid manufacturer |
| Douglas Wilson Companies | Managing Director | Prior to 2019 (dates not specified) | Specialized business, receivership, real estate services leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| InvitedHome | President & COO | Oct 2024 – present | Luxury hospitality and real estate services; current role alongside RIME directorship |
Board Governance
- Independence: Thorn is one of four independent directors on the seven-member board .
- Committees: Audit Committee member and Compensation Committee member; both committees are fully independent. Audit Chair is Harvey Judkowitz; Compensation Chair is Harvey Judkowitz .
- Attendance: The board met 12 times in FY 2024 and directors/committee members each attended >75% of meetings; Thorn was appointed in Oct 2025, so individual attendance data for him is not yet disclosed .
- Nomination slate: Thorn is a current nominee with director since 2025; board emphasizes diverse expertise and time commitment in nominations criteria .
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $25,000 | Paid quarterly in advance |
| Committee membership cash retainer | $5,000 per committee | Paid quarterly in advance |
| Annual restricted stock award | $25,000 grant date value | Non-employee director equity |
| Annual stock option grant | $25,000 grant date value | Non-employee director equity |
| Initial stock option grant (new non-employee director) | $25,000 grant date value | Granted upon appointment/election or status change |
| Expense reimbursement | Actual expenses | Board/committee/annual meetings travel expenses reimbursed |
No separate per-meeting fees disclosed; compensation follows a retainer-plus-equity structure .
Performance Compensation
| Item | Disclosure | Notes |
|---|---|---|
| Director performance metrics tied to pay | None disclosed | Director equity grants are at grant-date values; no disclosed TSR/EBITDA/ESG metrics for directors |
| Vesting schedules for director equity | Not specified | Proxy outlines plan types but no director-specific vesting schedules |
Executive Bonus Plan uses EBITDA-to-sales ratio for executives (not directors), indicating performance linkage at the management level rather than for directors .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| InvitedHome | Private | President & COO | No RIME-related transactions disclosed |
| Open Book Extracts | Private | Former Co-Founder & CSO | No RIME-related transactions disclosed |
RIME disclosed related-party transactions primarily involving Stingray entities and a director (Foreman) but did not identify Thorn in any related-party dealings; Item 404(a) statement notes no material interest for Thorn .
Expertise & Qualifications
- Strategic growth/operator across early-stage, high-growth companies; experience executing revenue strategies and restructuring mandates .
- Governance fit: Independent director on Audit and Compensation Committees, contributing to oversight of financial integrity, related-party transactions, and executive pay plans .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Scott Thorn | 0 | <1% | As of record date (Sept 29, 2025), Thorn held no beneficial ownership; options/RSUs for some directors listed, but none shown for Thorn within 60 days of record date . |
Stock ownership guidelines for directors are not disclosed; no pledging/hedging disclosures specific to Thorn; clawback policy applies to Section 16 officers (not directors) .
Insider Trades
| Date | Form | Security | Transaction Details |
|---|---|---|---|
| — | — | — | No Form 4 transactions for Thorn referenced in proxy/8-K filings to date; beneficial ownership disclosed as zero at record date . |
Governance Assessment
- Committee effectiveness: Thorn’s placement on Audit and Compensation is a positive signal for independent oversight of financial reporting, related-party reviews, and pay practices; both committees are fully independent .
- Independence & conflicts: Classified independent; Company states no Item 404(a) related transactions involving Thorn; Audit Committee oversees related-party transactions—a relevant safeguard given Stingray-related dealings involving other directors .
- Alignment: Director pay mix includes cash retainers and equity (RSUs/options) with modest grant values ($25k each), supporting some alignment; however, Thorn’s beneficial ownership was zero as of record date, suggesting limited immediate “skin in the game” until grants are made/vested .
- Attendance/engagement: Board and committee attendance exceeded 75% in FY 2024, but Thorn joined in Oct 2025; future attendance should be monitored for engagement .
- Shareholder feedback: The January 2025 meeting saw broad approval for governance-impacting items (reverse split authorization, plan amendments), reflecting investor acceptance of board proposals amid restructuring; these votes predate Thorn’s appointment but shape the governance environment he enters .
RED FLAGS to monitor:
- Ownership alignment: Zero beneficial ownership at record date—watch subsequent equity grant issuance/vesting and any personal purchases to assess alignment trajectory .
- Financing/dilution risk context: Board sanctioned reverse split authority and financing structures; Audit Committee (with Thorn) will be central to safeguarding minority holders in future issuances/related-party exposures .
Board Governance Details (Reference)
| Committee | Members | Chair | Independence |
|---|---|---|---|
| Audit | Judkowitz; Thorn; Gupta; Foreman | Judkowitz | All independent; Judkowitz is audit committee financial expert |
| Compensation | Judkowitz; Thorn; Foreman | Judkowitz | All independent |
| Nominating & Corporate Governance | Judkowitz; Gupta; Foreman | Foreman | All independent |
| Executive | Foreman; Judkowitz; Peloquin; Atkinson | Atkinson | Mixed (includes CEO) |
Director Compensation Policy (Reference)
| Element | Value | Notes |
|---|---|---|
| Annual cash retainer | $25,000 | Non-employee directors |
| Committee retainer | $5,000 per committee | Non-employee directors |
| Annual RSU grant | $25,000 | Grant date value |
| Annual option grant | $25,000 | Grant date value |
| Initial option grant | $25,000 | For new non-employee directors |
| Expenses | Reimbursed | Travel/meeting costs |
Appendix: Shareholder Votes (Context)
| Proposal (Jan 13, 2025) | Outcome |
|---|---|
| Reverse Stock Split authorization (10–250 range) | Approved |
| Increase authorized common shares to 800M | Approved |
| 2022 Plan amendment changes/evergreen | Approved |
| Warrant issuance under Nasdaq 5635(d) | Approved |
Thorn was appointed in Oct 2025; these votes frame the governance context he joins .