Neil de Gelder

About Neil de Gelder

Neil de Gelder, 72, has served on Reservoir Media’s board since 2021. He is Chair of the Audit Committee and a member of the Compensation Committee, and the board has determined he is an independent director under Nasdaq rules . He is Vice Chair of the board of Stern Partners Inc. (since January 2021) and previously was Executive Vice President there (2005–Dec 2020). Earlier, he practiced corporate and commercial law, was appointed Queen’s Counsel in 1999, and served as Executive Director of the British Columbia Securities Commission (1987–1990). He holds a law degree from Osgoode Hall Law School, Toronto .

Past Roles

External Roles

Board Governance

• Board class and tenure: RSVR has a classified board with three classes; de Gelder is a Class I director up for re-election in 2025 and, if elected, will serve until the 2028 annual meeting .
• Committee assignments (FY2025): Audit Committee (Chair); Compensation Committee (member). Committee meeting counts: Audit (5), Compensation (4), Nominating & Corporate Governance (4) .
• Independence and expertise: Board determined that Audit and Compensation Committee members, including de Gelder, are independent under Nasdaq rules; Adam Rothstein is designated the Audit Committee Financial Expert .
• Attendance: In FY2025, the board held 8 meetings; all nine directors attended at least 75% of aggregate board and committee meetings of which they were a member .
• Audit oversight: As Audit Chair, de Gelder co-signed the Audit Committee Report recommending inclusion of audited financials in the FY2025 Form 10-K and appointing Deloitte for FY2026 .

Fixed Compensation

Notes: Cash retainers are paid quarterly in arrears. Committee chair fees are incremental to the base retainer .

Performance Compensation

Additional details:

• Equity formula: number of RSUs equals $80,000 divided by FMV on grant date (share counts vary with price) .
• Nature of vesting: time-based, contingent on continued board service to stated vest date; no performance metrics disclosed for director equity .
• Deferred stock units (DSUs): Directors may elect to receive cash retainers in vested DSUs; examples disclosed for other directors (Cook, Koss, Taylor). No DSU elections specifically disclosed for de Gelder in FY2025 .

Other Directorships & Interlocks

Expertise & Qualifications

• Legal, regulatory, governance, and M&A expertise: QC (1999), former Executive Director of BC Securities Commission; extensive corporate law and governance experience .
• Board leadership and audit oversight: Chairs RSVR’s Audit Committee; prior Chair roles at ICBC Governance Committee and Discovery Fund VCC Audit Committee; Audit Committee member at Pan American Silver .
• Conflict-of-interest advisory expertise: Longstanding advisory roles to TransLink and formerly HSBC GAM (Canada) .
• Education: Law degree from Osgoode Hall Law School .

Equity Ownership

Governance Assessment

• Strengths

  • Independent director with deep regulatory, legal, and governance credentials; extensive board leadership and audit oversight experience, including as RSVR Audit Chair .
  • Clear committee structure and workload with robust meeting cadence; Audit met 5x in FY2025; all directors met minimum attendance expectations .
  • Director pay design emphasizes equity alignment ($80k RSU annual grant, time-based vesting) alongside modest cash retainers; ownership guidelines (5x retainer) support long-term alignment; directors currently in compliance .

• Watch items / potential red flags

  • Affiliation with a shareholder: de Gelder is a Director of Highgate Investments LLC, which owns ~1.5% of RSVR common stock—this linkage should be monitored for potential related-party considerations (mitigated by the company’s related-party transactions policy and the Audit Committee’s role; importantly, de Gelder chairs the committee that reviews such transactions) .
  • Hedging policy permits long-term hedging (with pre-clearance). Some investors prefer stricter prohibitions to maximize alignment .
  • Classified board structure can entrench directors and potentially dampen responsiveness to shareholder concerns (company-wide governance consideration) .

• Signals

  • Stability in director compensation year-over-year (cash $35k; equity $80k) suggests consistent pay practices; RSU counts moved from 14,953 (FY2024 outstanding) to 11,235 (FY2025 outstanding) due to fixed dollar value grants and share price at grant date, indicating mechanical adjustment rather than design change .
  • Section 16(a) compliance reported for FY2025, suggesting no filing delinquencies among insiders and directors .

Appendix: Director Compensation (Neil de Gelder)

Notes: Audit Committee Chair receives $15,000 cash retainer; all Non-Employee Directors receive $20,000 cash and $80,000 RSUs annually; DSU election option exists for cash retainers (examples for certain directors disclosed) .