Jennifer Koss
About Jennifer G. Koss
Independent director of Reservoir Media, Inc. since 2021; age 47. Founding Partner at Springbank Collective (since 2020) and CEO/co-founder of BRIKA (acquired by SALT XC in Feb 2022). Education: MBA Harvard Business School, M.Phil. University of Oxford, A.B. Harvard University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Bridgespan Group | Associate | — | Strategy/consulting background |
| Ontario Teachers’ Private Capital | Senior Investment Associate | — | Private equity investing experience |
| The Parthenon Group LLC | Senior Associate | — | Management consulting experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dream Unlimited (public, Canada) | Director | Since 2014 | Audit and Governance Committees |
| Dream Impact Trust (TSX: MPCT.UN) | Director | Since Sep 2023 | Governance & Nominating Committee |
| La Maison Simons (private, Canada) | Director | Since Aug 2024 | Board member |
| Komplett Group (Norway) | Director | Aug 2020–May 2023 | Audit Committee member |
| Moller Eiendom (Norway) | Director | Jun 2021–Jun 2023 | Board member |
| Active Brands AS | Director | Aug 2020–Jun 2022 | Board member |
| Senscom (Norway) | Director | Aug 2020–Jun 2023 | Board member |
| Sneakersnstuff | Director | Aug 2020–Jun 2023 | Board member |
| National Ballet of Canada | Trustee | Since 2018 | Finance Committee |
| Art Gallery of Ontario | Trustee | 2017–2020 | Audit & Finance Committee |
Board Governance
- Board tenure: Director since 2021; Class II director with term expiring at 2026 annual meeting .
- Committee assignments: Audit Committee member (not chair). Audit Committee comprises Neil de Gelder (Chair), Jennifer G. Koss, and Adam Rothstein. Board determined each Audit member is independent under Nasdaq and Rule 10A‑3; Rothstein designated audit committee financial expert .
- Independence: Board deems Koss independent (Nasdaq rules) .
- Attendance/engagement: FY2025 Board held 8 meetings; Audit 5; Compensation 4; Nominating & Corporate Governance 4. All nine directors attended at least 75% of Board and applicable committee meetings. Audit Committee issued formal report signed by de Gelder, Koss, and Rothstein, evidencing active participation .
- Governance policies: Classified board with staggered three-year terms; independent chairs across Audit, Compensation, and Nominating committees; stock ownership guidelines and clawback policy adopted .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $20,000 | Non-Employee Director base |
| Committee Chair Fees | $0 | Not a chair; Audit Chair retainer applies to de Gelder ($15,000) |
| Board Chair/Comp Chair Fees | $0 | Board/Comp chair fees apply to Field ($15,000 each) |
| DSU Election | Elected; 3,107 vested DSUs outstanding, settle upon termination | Non-Employee Directors may elect cash retainers in DSUs |
Performance Compensation
| Equity Type | Grant Date | Grant Value | Shares Granted/Status | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (annual) | Aug 9, 2024 | $80,000 | 11,235 unvested RSUs as of Mar 31, 2025 | Vest July 28, 2025 (subject to continued service) | None disclosed for director grants (time-based RSUs) |
Directors can elect cash retainers as vested DSUs; for Koss, 3,107 DSUs vest and settle at termination of service .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Public company boards | Dream Unlimited (audit, governance); Dream Impact Trust (governance & nominating) |
| Private/Non-profit roles | La Maison Simons (board); National Ballet of Canada (Finance Committee); Art Gallery of Ontario (prior trustee, Audit & Finance) |
| Interlocks/Conflicts | No related-party transactions disclosed involving Koss; Audit Committee reviews related party matters per policy . Dream-related roles are in real estate/impact investing, not disclosed as related-party with RSVR . |
| Simultaneous service policy | RSVR policy limits public board/audit committee counts; Koss’s disclosed current audit committee service appears within limits . |
Expertise & Qualifications
- Capital markets and investing (Ontario Teachers’ Private Capital; Springbank Collective); strategy/consulting (Parthenon; Bridgespan); retail/operator experience (BRIKA CEO). Advanced degrees (Harvard MBA; Oxford M.Phil.; Harvard A.B.) .
- Audit oversight experience from multiple boards; RSVR determined Audit Committee members possess requisite financial expertise under Nasdaq requirements .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | RSUs/DSUs Detail |
|---|---|---|---|
| Jennifer G. Koss | 50,706 | <1% | Includes right to receive 11,235 shares upon RSU vesting within 60 days; 3,107 vested DSUs settle at termination |
| Ownership Guidelines | Minimum = 5x director cash retainer ($100,000) | Compliance | All non-employee directors currently in compliance; 5-year attainment window |
| Hedging/Pledging Policy | Hedging discouraged but permitted for long-term (≥12 months) with preclearance; policy references hedging/pledging section; no specific pledging prohibition disclosed here |
Governance Assessment
- Independence and committee role: Koss is independent and serves on an all-independent Audit Committee; she co-signed the FY2025 Audit Committee report recommending inclusion of audited financials and auditor ratification, indicating active engagement .
- Alignment and pay mix: Director pay emphasizes equity ($80k RSUs) versus modest cash ($20k); DSU election and stock ownership guideline (5x cash retainer) strengthen alignment. Koss holds 50,706 shares, plus unvested RSUs and DSUs, and is reported in compliance with guidelines .
- Attendance/engagement: Board and committee meeting cadence was robust (8 Board; 5 Audit), and all directors met at least the 75% attendance threshold; Koss appears engaged through Audit Committee activities .
- Potential conflicts: No Koss-related party transactions disclosed; related-party transactions governed by formal policy under Audit Committee oversight . External board roles are outside RSVR’s core industry with no disclosed related-party exposure .
- Risk indicators and RED FLAGS:
- Hedging policy permits long-term hedging with preclearance, which some investors view as a softer alignment standard versus strict anti-hedging; no individual hedging/pledging by Koss disclosed .
- Classified board structure may reduce takeover responsiveness but is a company-level governance feature rather than Koss-specific .