Ezra Field
About Ezra S. Field
Ezra S. Field, 55, is an independent director at Reservoir Media, Inc. (RSVR), serving as Chair of the Board and Chair of the Compensation Committee since joining the board in 2021. He is Managing Partner of Harborfield Management Co., and previously held senior investing roles at Roark Capital Group (including CIO/Co-CIO) and ACI Capital; earlier he clerked for Chief Judge Ralph K. Winter on the U.S. Court of Appeals for the Second Circuit. Field holds a J.D. (Columbia Law School, 1998), M.B.A. (Columbia Business School, 1998), and B.A. with honors (Wesleyan University, 1991) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roark Capital Group | Chief Investment Officer / Co-CIO / MD / Senior Advisor | 2007–late 2021 | Led investing across consumer portfolio; extensive board experience at Roark affiliates |
| ACI Capital Co. | Principal/Investor | 2001–2007 | Private equity investing; board roles at ACI portfolio companies |
| TeachScape; Open Venture Group | Entrepreneur/Venture Capitalist | 2000 | Early-stage operating and investing roles |
| U.S. Court of Appeals, Second Circuit | Law Clerk to Chief Judge Ralph K. Winter | 1998–1999 | Appellate clerkship (legal analysis, M&A and governance insight) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Harborfield Management Co., LLC | Managing Partner | Current | Private investment management firm |
| Allvision | Director | Current | Digital out-of-home advertising company |
| Le Botaniste | Director | Current | Plant-based limited-service restaurant chain |
| Gnubiotics Sciences, S.A. | Director | Current | Swiss medical nutrition business |
| GAM Holdings A.G. (public, Switzerland) | Director | 2016–2019 | Prior public company board service |
| Mursion, Inc. | Director | 2021–2023 | VR training company |
| Business Executives for National Security | Director (non-profit) | Since 2014 | Governance and policy organization |
| Pace Law School | Adjunct Professor (M&A) | Prior | Taught mergers and acquisitions |
Board Governance
- Structure and Independence: Field is independent and serves as independent Chair of the Board, allowing CEO Golnar Khosrowshahi to focus on operations; board committee chairs (Audit, Compensation, Nominating/Governance) are also independent .
- Committee Assignments: Field chairs the Compensation Committee (members: Stephen M. Cook, Neil de Gelder, Ezra S. Field) .
- Committee/Board Meetings FY2025: Audit (5), Compensation (4), Nominating & Corporate Governance (4); Board met 8 times; all nine directors attended ≥75% of their meetings .
- Classified Board: Three staggered classes; Field is a Class III director, term expiring at the 2027 annual meeting .
- Policies: Clawback policy adopted Oct 2, 2023 in compliance with SEC/Nasdaq; director stock ownership guideline = 5x annual cash retainer ($20,000), five-year compliance window; all non-employee directors are in compliance as of the proxy .
- Hedging/Pledging: Speculative hedging discouraged; long-term hedging permitted subject to pre-clearance (minimum 12 months and related to held stock/options) .
Fixed Compensation (Director)
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual cash retainer (Director) | $20,000 | Paid quarterly in arrears |
| Chair of the Board retainer | $15,000 | Paid quarterly in arrears |
| Compensation Committee Chair retainer | $15,000 | Paid quarterly in arrears |
| Total Cash (Field, FY2025) | $50,000 | As reported in Director Compensation Table |
- Cash in DSUs election: Non-employee directors may elect to receive cash retainers in vested deferred stock units (DSUs). Field’s Form 4 on Aug 15, 2025 reported 1,629 DSUs (settlement 1/1/2026), indicating use of this election .
Performance Compensation (Director)
| Award | Grant Date | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSUs (Non-Employee Director) | Aug 9, 2024 (most directors); Aug 27, 2024 (Croft) | $80,000 | Vest July 28, 2025 (time-based) | None; time-based only |
- As of March 31, 2025 each Non-Employee Director, including Field, held 11,235 unvested RSUs from these grants .
- No meeting fees or performance-conditioned director equity are disclosed; equity is time-based to align with long-term share ownership .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| GAM Holdings A.G. | Public (Switzerland) | Former Director (2016–2019) | No disclosed ties to RSVR customers/suppliers |
| Allvision | Private | Director | No disclosed ties to RSVR counterparties |
| Le Botaniste | Private | Director | No disclosed ties to RSVR counterparties |
| Gnubiotics Sciences, S.A. | Private | Director | No disclosed ties to RSVR counterparties |
- The proxy’s Related Party Transactions section describes policy and would list transactions ≥$120k; there are no transactions disclosed involving Mr. Field .
Expertise & Qualifications
- Private equity and portfolio governance leadership (Roark Capital CIO/Co-CIO) and extensive board service across consumer and media adjacencies .
- Legal and M&A expertise (Columbia J.D.; M&A adjunct professor at Pace Law School), supporting Compensation Committee leadership and board oversight .
- Independent Board Chair experience, reinforcing board independence and separation of chair/CEO roles .
Equity Ownership
| Measure | Amount / Status | As-of Date | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 156,893 | June 2, 2025 | <1% of outstanding; per Security Ownership table |
| Percent of outstanding | <1% | June 2, 2025 | Marked “* less than 1%” in table |
| Unvested RSUs | 11,235 | Mar 31, 2025 | Annual director equity expected to vest 7/28/2025 |
| DSUs/RSUs awarded (post-FY) | 1,629 DSUs; 10,430 RSUs | Aug 15, 2025 | Beneficial ownership after awards: 170,664 shares |
- Ownership Guidelines: 5x annual cash retainer ($100,000) for non-employee directors; all directors, including Field, are in compliance as of the proxy .
- Hedging/Pledging: Long-term hedging allowed with pre-clearance; speculative hedging discouraged .
- No pledging or share collateral disclosures specific to Field are provided in the proxy .
Insider Trades (Recent)
| Date | Type | Securities | Notes |
|---|---|---|---|
| Aug 15, 2025 | Award/Grant | 1,629 DSUs; 10,430 RSUs | DSUs settle 1/1/2026; RSUs vest 7/28/2026 subject to continued service; post-transaction beneficial ownership 170,664 shares |
Governance Assessment
- Positives
- Independent Chair of the Board and independent committee chairs; clear separation of Chair/CEO roles supports oversight .
- Active Compensation Committee chairmanship with disclosed independence; broad M&A/PE background aligns with incentive design and oversight needs .
- Strong governance tools: formal clawback policy (adopted Oct 2, 2023) and stock ownership guidelines (5x retainer; all directors compliant) provide accountability and alignment .
- Attendance: All directors met ≥75% threshold; board/committees met regularly in FY2025 .
- Watch items / potential investor considerations
- Classified (staggered) board may limit near-term shareholder influence on board composition .
- Hedging permitted (if long-term and pre-cleared); while constrained, some investors prefer outright prohibitions on hedging by directors .
- Concentrated ownership among top holders (e.g., Wesbild & affiliates ~44%, ER Reservoir LLC ~21%) can affect governance dynamics; Field is independent of these holders, and his personal ownership is <1% .
No related-party transactions involving Mr. Field were disclosed in the “Certain Relationships and Related Party Transactions” section; the policy outlines review/approval mechanics and would capture any such items ≥$120,000 .
Director Compensation (FY2025)
| Director | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Ezra S. Field | 50,000 | 80,000 | 130,000 |
- Footnotes: As Chair of the Board ($15,000) and Chair of the Compensation Committee ($15,000), Field receives additional cash retainers beyond the $20,000 annual director retainer; directors may elect to take cash in DSUs .
Board Governance Snapshot (FY2025)
| Item | Status |
|---|---|
| Independence | Field independent; board committee chairs independent |
| Roles | Chair of the Board; Chair, Compensation Committee |
| Committees | Compensation (Chair); not a member of Audit or Nominating |
| Meetings | Board 8; Audit 5; Compensation 4; Nominating 4 |
| Attendance | All directors ≥75% |
| Structure | Classified board; Field in Class III (term to 2027 AGM) |
Expertise & Qualifications
- Finance and investing: Roark Capital CIO/Co-CIO experience; Harborfield Managing Partner .
- Legal/M&A: Columbia J.D.; prior M&A academic role; supports compensation and strategic oversight .
- Board leadership: Independent chair role and extensive prior board service (including public company GAM Holdings) .
Equity Ownership Summary
| Holder | Shares Beneficially Owned | % |
|---|---|---|
| Ezra S. Field | 156,893 (as of 6/2/2025) | <1% |
- Subsequent awards increased reported beneficial ownership to 170,664 following Aug 15, 2025 grants (DSUs and RSUs) .
- Unvested director RSUs outstanding as of 3/31/2025: 11,235 .
- Ownership guideline: 5x cash retainer ($100,000) — in compliance .
Potential Conflicts / Related-Party Exposure
- The proxy’s “Certain Relationships and Related Party Transactions” section outlines policy and approval process; no transactions are disclosed involving Mr. Field .
- No disclosed interlocks with RSVR’s customers, suppliers, or competitors based on Field’s current outside roles .
Signals for Investors
- Alignment: Independent chair, ownership guidelines compliance, and time-based RSU compensation (with DSU elections) align incentives toward long-term value .
- Oversight: Active committee cadence and clawback policy adoption support risk management and accountability .
- Structure risk: Classified board and permissive (but pre-cleared) hedging represent areas some investors may flag in governance reviews .