Adam Rothstein
About Adam Rothstein
Adam Rothstein, 53, is an independent Class II director of Reservoir Media, Inc. (RSVR) and serves on the Audit Committee; the Board has designated him an “Audit Committee Financial Expert.” He joined the RSVR board in 2021 following the business combination with Roth CH Acquisition II Co. and brings 25+ years of investment experience, including extensive SPAC sponsorship and audit oversight roles. He holds a B.S. in Economics (summa cum laude) from Wharton and an M.Phil. in Finance from the University of Cambridge .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roth CH Acquisition II Co. (NASDAQ: ROCC) | Sponsor & Director; merged with Reservoir Holdings, Inc. | Dec 2020–Jul 2021 | SPAC sponsor leading RSVR public listing |
| 890 5th Avenue Partners, Inc. (NASDAQ: ENFA → BZFD) | Sponsor; Executive Chairman (SPAC) | Sep 2020–Dec 2021 | Led business combination with Buzzfeed; became BZFD director thereafter |
| Roth CH Acquisition I Co. (NASDAQ: ROCH → PCT) | Sponsor & Director (SPAC) | May 2020–Mar 2021 | Combined with PureCycle Technologies |
| Roth CH Acquisition III Co. (NASDAQ: ROCR) | Sponsor & Director (SPAC) | Mar 2021–Feb 2022 | Combined with BCP Qualtek Holdco |
| Roth CH Acquisition IV Co. (NASDAQ: ROCG → TYGO) | Director (SPAC) | Aug 2021–May 2022 | Combined with Tigo Energy; now TYGO |
| Roth CH Acquisition Co. V (NASDAQ: ROCL → NEHC) | Director; Audit Committee member | Nov 2021–Dec 2024 | Combined with New Era Helium; now NEHC |
| Subversive Capital Acquisition Corp. (NEO: SVC.A.U; OTC: SBVCF) | Director (SPAC) | Jul 2019–Jan 2021 | Partnered with JAY-Z/Roc Nation to acquire CMG Partners & Left Coast Ventures |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Buzzfeed, Inc. (NASDAQ: BZFD) | Director; Chair of Audit Committee | Dec 2021–present | Audit Committee Chair |
| Fathom Holdings, Inc. (NASDAQ: FTHM) | Director | Mar 2025–present | Audit; Nominating & Corporate Governance; Strategy Committees |
| Roth CH Acquisition Co. (NASDAQ: USCT) | Director; Audit Committee member | Aug 2023–present | Audit Committee |
| Disruptive Technology Partners / Disruptive Growth / Disruptive Technologies Opportunity Fund | Co-Founder & General Partner | 2013–present | Early- & late-stage Israeli tech investing |
| 1007 Mountain Drive Partners, LLC | Managing Member | 2014–present | Consulting & investment vehicle |
| Centre d’Esports Sabadell Futbol Club, S.A.D. | Co-Owner & Director | 2024–present | Board oversight |
Board Governance
- Committee assignments: Audit Committee member; Board-determined “Audit Committee Financial Expert.” Independence: Board determined Rothstein is an independent director under Nasdaq rules .
- Attendance and engagement: In fiscal 2025, the Board met 8 times; Audit/Compensation/Nominating met 5/4/4 times respectively. All nine directors attended at least 75% of Board and applicable committee meetings .
- Board structure: Independent chairs for Board, Audit, Compensation, and Nominating Committees; classified board with staggered three‑year terms .
| Governance Item | Detail |
|---|---|
| Board Class | Class II; term expires at the 2026 Annual Meeting |
| RSVR Committees | Audit Committee member |
| Audit Financial Expert | Designated for RSVR Audit Committee |
| Independence | Independent under Nasdaq rules |
| FY2025 Meetings | Board 8; Audit 5; Compensation 4; Nominating 4 |
| Attendance Threshold | ≥75% attendance achieved by all directors |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $20,000 | Non‑Employee Director cash retainer (payable quarterly) |
| Committee Chair Fees | $0 | Not a committee chair (Audit chair receives $15,000; Board chair $15,000; Comp chair $15,000) |
| Meeting Fees | $0 | Not disclosed; compensation structured as retainers and equity |
| Total Cash FY2025 | $20,000 | Director compensation table (FY2025) |
Performance Compensation
| Equity Award | Grant Date | Units/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSU Grant | Aug 9, 2024 | 11,235 units; $80,000 fair value | Vests Jul 28, 2025 (4th anniversary of business combination) | None disclosed; time-based only |
| DSU Election (Cash Retainer) | N/A | Not elected | N/A | Directors may elect DSUs; disclosures list elections for Cook, Taylor, Koss (not Rothstein) |
Clawback policy applies to Executive Officers under Section 10D; no director-specific clawback disclosed .
Other Directorships & Interlocks
| Company | Sector Overlap with RSVR | Potential Interlock/Conflict Considerations |
|---|---|---|
| Buzzfeed (BZFD) | Digital media; adjacent but not direct competitor | Audit Chair role increases time demands; no disclosed related-party transactions with RSVR |
| Fathom Holdings (FTHM) | Real estate services; no overlap | Multiple committee roles; not a competitor |
| USCT (SPAC) | Blank-check company; no direct operations | Audit Committee membership adds to audit load |
Expertise & Qualifications
- Capital markets and SPAC sponsorship experience across multiple transactions (ROCC, ENFA/BZFD, ROCH/PCT, ROCR, ROCG/TYGO, ROCL/NEHC, USCT) .
- Audit leadership: Chair of BZFD Audit Committee; member of FTHM and USCT Audit Committees; designated audit financial expert at RSVR .
- Investment leadership: General Partner roles at Disruptive funds; broad tech/media exposure .
- Academic credentials: Wharton B.S. (summa cum laude); Cambridge M.Phil. in Finance .
Equity Ownership
| Holding Type | Amount | Notes |
|---|---|---|
| Common Shares | 277,534 | Direct ownership |
| Warrants (fully exercisable) | 160,526 | Fully exercisable warrants |
| Unvested RSUs | 11,235 | Annual director grant; scheduled to vest within 60 days (as of proxy date) |
| Total Beneficial Ownership | 449,295 | Less than 1% of outstanding shares |
| Ownership Guidelines | 5x annual cash retainer ($100,000) | All Non‑Employee Directors compliant as of proxy date |
Hedging/Pledging policy: Long‑term hedging transactions permitted with pre‑clearance; policy section references hedging and pledging, but disclosure details only hedging pre‑clearance (no explicit pledging ban disclosed) .
Governance Assessment
-
Strengths
- Independent director with audit financial expertise; active oversight as RSVR Audit Committee member; Board confirms independence .
- Material personal equity stake and annual RSUs; compliant with director stock ownership guidelines, supporting alignment .
- Attendance threshold met; Board/committee cadence supports active governance (Board 8; Audit 5 in FY2025) .
-
Risks and RED FLAGS
- Overboarding risk on audit committees: RSVR policy states no Audit Committee member should serve on more than two other public company Audit Committees; Rothstein serves on three others (Buzzfeed Audit Chair; Fathom Audit; USCT Audit), potentially exceeding guideline and constraining capacity. RED FLAG .
- SPAC sponsorship history may introduce perceived conflicts from deal pipelines and time commitments, though no related‑party transactions with RSVR are disclosed. Monitor for any future transactions involving entities where he has financial interests .
- Hedging permitted with pre‑clearance; absence of an explicit pledging prohibition in disclosures could weaken alignment if pledging were used. Policy enforcement and pre‑clearance mitigate but do not eliminate risk .
-
Compensation structure signals
- Director pay is modest and balanced ($20k cash; $80k RSUs), with time‑based vesting and ownership guidelines—no performance metrics or guaranteed extras (no meeting fees), supportive of straightforward alignment .
Overall: Rothstein offers deep audit and capital markets expertise beneficial to RSVR. The primary governance watch‑item is audit overboarding relative to RSVR’s own guideline; investors should seek clarification on compliance or waivers and monitor bandwidth and potential conflicts across his multiple board roles .