Golnar Khosrowshahi
About Golnar Khosrowshahi
Founder and Chief Executive Officer of Reservoir Media, Inc. since 2007; age 53; Director since 2021; B.A. (Bryn Mawr) and M.B.A. (Columbia) . Under her leadership, FY2025 revenue grew 10% to $158.7M and Adjusted EBITDA grew 18% to $65.7M, with Operating Income up 43% to $35.1M, reflecting catalog expansion and operating leverage . She has received multiple industry recognitions (Billboard Women in Music Executive of the Year 2022; Hall of Fame 2023; Music Week International Woman of the Year 2023), and serves on music-industry and arts boards, underscoring domain expertise and network reach .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Reservoir Media, Inc. | Founder, Chief Executive Officer | 2007–present | Built an independent music company with a large-scale catalog; continued portfolio expansion and acquisitions driving revenue and EBITDA growth . |
External Roles
| Organization | Role | Years | Notes / Committee |
|---|---|---|---|
| National Music Publishers’ Association | Director | Ongoing | Advocacy for songwriter compensation and rights . |
| Silkroad | Former Board Chair; current Advisory Board | Ongoing | Non-profit arts leadership alongside Yo-Yo Ma . |
| New York Philharmonic | Director | Since June 2022 | Major cultural institution board seat . |
| Restaurant Brands International Inc. | Director (former) | Jun 2018–May 2023 | Public company board experience . |
| Nomad Foods | Director (former) | May 2021–Jul 2022 | Public company board experience . |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | 420,250 | 430,756 |
| Target Annual Bonus (% of salary) | 50% (per employment agreement) | 50% (per employment agreement) |
| Actual Annual Cash Bonus ($) | 210,125 | 215,378 |
| Other Compensation ($) | 11,972 | 12,515 |
| Total Reported Compensation ($) | 1,562,347 | 1,578,649 |
Notes:
- Base salary set at $400,000 with automatic 2.5% annual increases under the 2021 employment agreement .
- Annual bonus design for CEO: contingent on Company revenue targets and qualitative measures set by the Board in consultation with the CEO; the SCT notes NEO cash bonuses reflect performance against pre-set financial criteria (e.g., adjusted EBITDA) and individual goals .
Performance Compensation
| Instrument / Plan | Grant/Design | Grant Date(s) | Grant-date Value | Vesting | Performance Metrics / Notes |
|---|---|---|---|---|---|
| RSUs (Long-term incentive via employment agreement) | Four annual RSU grants, each $920,000 grant-date value | Beginning FY2021–FY2024 cycles; clarified Jun 29, 2023 amendment | $920,000 per fiscal year | Each grant vests at end of applicable fiscal year (e.g., FY2025 tranche vested Apr 1, 2025) | CEO bonus metrics include revenue targets and qualitative measures; NEO cash bonuses reflect adjusted EBITDA and individual goals . |
| Stock Options | 352,918 options @ $5.11; 10-year term | Jul 28, 2021 | n/a (legacy grant) | Exp. May 1, 2029; exercisable as of Mar 31, 2025 | Time-based vesting (fully exercisable counts shown) . |
Detailed vesting schedule (outstanding at FY2025 year-end):
- Unvested RSUs: 119,325 (vested Apr 1, 2025); market value $910,450 at $7.63 close on Mar 31, 2025 .
- Options: 352,918 exercisable @ $5.11, expiring May 1, 2029 .
Equity Ownership & Alignment
| Ownership snapshot | May 31, 2024 | Jun 2, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 579,085 | 632,655 |
| % of Shares Outstanding | <1% of 64,826,864 | <1% of 65,239,735 |
| Components disclosed | Includes common stock, options and RSUs where applicable | Includes common stock, options and RSUs where applicable |
Additional alignment and policy points:
- Hedging/Pledging: Company discourages speculative hedging; permits long-term hedges (≥12 months) with pre-clearance; policy section references “Hedging and Pledging,” but disclosure addresses hedging specifically and does not state a pledging prohibition; pre-clearance required via Office of General Counsel .
- Stock ownership guidelines: Non-Employee Directors must hold 5× annual cash retainer ($20k); all Non-Employee Directors in compliance as of proxy; no executive ownership guideline disclosed in these sections .
- Insider filings: FY2024 noted one late Form 4 for Golnar due to administrative error; FY2025 section reports compliance for Directors and Officers .
Concentrated shareholder context (governance consideration):
- Wesbild Inc. & Affiliates beneficially own ~44% (controlled by Hassan Khosrowshahi, Golnar’s father) . This concentrated ownership can influence governance dynamics and strategic decisions.
Employment Terms
| Term | Details |
|---|---|
| Agreement term | Effective Apr 1, 2021 through Apr 1, 2024; automatically extends for 2-year terms unless either party gives 180 days’ notice . |
| Compensation mechanics | Base salary $400,000 with 2.5% annual increases; target annual bonus 50% of salary based on revenue targets and qualitative measures; long-term equity totaling $3.68M delivered as four annual RSU grants of $920k each (clarified by Jun 29, 2023 amendment) . |
| Severance (without Cause/for Good Reason) | Pro-rata bonus for year of termination plus a lump sum equal to (i) base salary + target bonus for the balance of the current term, or (ii) if greater, 2× (base salary + target bonus), subject to a mutual release . |
| Change-in-control | No additional/enhanced CoC severance absent termination; no enhanced CoC multiple disclosed . |
| Restrictive covenants | 12-month non-compete; 12-month non-solicit of employees; perpetual confidentiality and mutual non-disparagement . |
| Clawback | Incentive Compensation Clawback Policy adopted Oct 2, 2023 (SEC/Nasdaq-compliant) for current/former executive officers if financial restatement occurs . |
| Insider trading policy | Policies and pre-clearance procedures implemented; refer to company’s policy exhibits . |
Board Governance
- Board/committee roles: Director (Class III; term expires at 2027 annual meeting); no committee assignments listed for Khosrowshahi .
- Independence/leadership: Independent Chair (Ezra S. Field). Audit, Compensation, and Nominating committee chairs are independent; independent directors identified (Khosrowshahi is management, therefore not independent) .
- Attendance: In FY2025 the Board held 8 meetings; all nine directors attended at least 75% of Board and relevant committee meetings .
Director Compensation
- As an employee director, Khosrowshahi receives no separate director compensation .
Compensation Structure Analysis
- Mix stability: Fixed salary increases are formulaic (2.5% annually), while equity remains centered on annual RSUs of $920k, indicating a shift away from options (legacy 2021 option grant remains outstanding, no new option awards in FY2024–FY2025 SCT) .
- Pay-for-performance: Annual bonus metrics for CEO emphasize revenue targets and qualitative objectives; SCT notes company-wide usage of adjusted EBITDA among performance criteria, aligning payouts with profitability scale-up .
- Governance protections: Adoption of a compliant clawback and formal insider trading controls; no CoC enhancements and no tax gross-up disclosures observed in these sections .
Company Performance Context (FY2024–FY2025)
| Metric ($USD Millions) | FY2024 | FY2025 |
|---|---|---|
| Revenue | 144.9 | 158.7 |
| Operating Income | 24.6 | 35.1 |
| Adjusted EBITDA | 55.6 | 65.7 |
| Net Income | 0.8 | 7.7 |
Additional liquidity note: FY2025 cash from operations of $45.3M; Net Debt increased to $366.7M with liquidity of $79.6M at Mar 31, 2025 (cash + revolver availability) .
Risk Indicators & Red Flags
- Concentrated ownership: Wesbild and affiliates at ~44% can influence votes and strategic direction .
- Hedging allowed with constraints (pre-clearance; long-term only); no explicit pledging prohibition disclosed in cited sections .
- Section 16(a) compliance: One late Form 4 noted for FY2024; FY2025 compliance reported .
- No disclosure of option repricing, tax gross-ups, or related-party loans in the cited sections; related-party transactions governed under a formal policy .
Equity Award Vesting and Potential Selling Pressure
- RSU vest timing: CEO RSUs vested on/around fiscal year-end (e.g., 119,325 vested Apr 1, 2025), which can create periodic liquidity windows subject to trading windows and pre-clearance under insider trading policy .
Compensation Committee & Governance Practices
- Committee composition: Compensation Committee consists of independent, non-employee directors; chaired by the Independent Chair of the Board (Ezra S. Field) .
- Policies: Formal committee charters; stock ownership guidelines apply to Non-Employee Directors (5× retainer); FW Cook referenced in director ownership guideline amendments .
- Peer group/target percentile: Not disclosed in the cited sections.
- Say-on-pay: No say-on-pay vote outcomes disclosed in the cited sections.
Investment Implications
- Alignment: CEO’s ongoing annual RSU grants and legacy in-the-money options (strike $5.11) align incentives with equity value creation; annual vest cadence around fiscal year-end is a watch point for supply, though subject to trading windows and pre-clearance .
- Pay-performance linkage: Bonuses tied to revenue and profitability (adjusted EBITDA) support operating discipline; FY2025 results show double-digit growth and margin expansion, suggesting incentive plan line-of-sight and scalability .
- Governance balance: Independent Chair and independent committee chairs mitigate management influence; however, concentrated family-affiliated ownership (Wesbild ~44%) may influence governance and strategic outcomes .
- Downside protections: Severance could reach the greater of remaining term value or 2× salary+target bonus, implying moderate change-management costs; absence of enhanced CoC multiples reduces transaction frictions .