Rell Lafargue
About Rell Lafargue
Rell Lafargue, 53, is President & Chief Operating Officer at Reservoir Media (RSVR) and a Class I director; he has served as COO since October 2013 and President since 2018, with a Master’s in Music Business from the University of Miami and a B.A. from the University of Louisiana . He built Reservoir’s infrastructure and international administration network and led key catalog and label acquisitions (Shapiro Bernstein, TVT Music Publishing, Reverb Music, P&P Songs, Tommy Boy, Chrysalis, New State) . Company performance during his recent tenure: revenues grew from $122.3m in FY2023 to $158.7m in FY2025 (+30%), while EBITDA rose from $45.2m to $58.1m; Adjusted EBITDA increased from $46.3m to $65.7m (+42%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TVT Records & TVT Music Publishing | Vice President | 2005–2008 | Worked with Nine Inch Nails, Lil Jon, Snoop Dogg, Sevendust, Pitbull; operating leadership in label/publishing |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| International Confederation of Music Publishers | Director | Since Nov 2022 | Global industry standards and advocacy |
| Mechanical Licensing Collective (MLC) | Treasurer; Publisher Nominating Committee; Director | Since Mar 2020 | U.S. mechanical licensing infrastructure and governance |
| Music Publishers Canada | Director | Since Mar 2018 | Canadian publisher advocacy and stakeholder engagement |
| Association of Independent Music Publishers — NY Chapter | Director | Dec 2018–2022 | Independent publisher networking and policy |
| Various Reservoir subsidiaries/affiliates | Director | Ongoing | Governance continuity across operating entities |
Company Performance (context for pay-for-performance)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($USD Thousands) | $122,287 | $144,856 | $158,706 |
| EBITDA ($USD Thousands) | $45,236 | $47,246 | $58,054 |
| Adjusted EBITDA ($USD Thousands) | $46,336 | $55,644 | $65,745 |
Fixed Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $388,731 | $398,450 |
| Target Bonus (% of Salary) | 10% (per employment agreement) | 10% (per employment agreement) |
| Company 401(k) Contribution ($) | $11,965 | $12,507 |
Performance Compensation
| Metric | Target | Actual FY 2024 | Actual FY 2025 | Payout Form | Vesting |
|---|---|---|---|---|---|
| Annual Target Bonus | 10% of base salary | Included in cash bonus $538,873 | Included in cash bonus $539,845 | Cash | N/A |
| Annual EBITDA Bonus | 3.5% of company EBITDA; amounts >$500k may be paid in cash or restricted stock | Cash portion within $538,873; equity portion reflected in FY2024 RSUs (granted for FY2023) $1,121,730 | Cash portion within $539,845; equity portion reflected in FY2025 RSUs (granted for FY2024) $1,447,514 | Cash + RSUs | RSUs vest over two years (see schedule) |
Notes: Per proxy methodology, “Stock Awards” shown for FY2025 are equity grants reflecting the prior year’s bonus (FY2024), and FY2024 “Stock Awards” reflect FY2023 bonus equity . Cash bonuses are tied to adjusted EBITDA and individual performance .
Vesting Schedule (RSUs)
| Vest Date | Shares Vesting |
|---|---|
| May 31, 2023 | 105,675 |
| May 31, 2024 | 73,889 (remaining from prior grant) |
| May 31, 2024 | 162,354 |
| May 31, 2025 | 88,464 (remaining from prior grant) |
| May 31, 2025 | 182,337 |
| May 31, 2026 | 93,872 |
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Jun 21, 2022 | 407,738 | <1% |
| May 31, 2023 | 434,308 | <1% |
| Mar 31, 2024 (table as of May 31, 2024) | 506,881 | <1% |
| Mar 31, 2025 (table as of Jun 2, 2025) | 588,387 | <1% |
| Option Awards | Exercisable Options (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| Grant 7/28/2021 | 352,918 | $5.11 | 5/1/2029 |
| Unvested RSUs | Shares | Market Value ($) |
|---|---|---|
| As of Mar 31, 2023 | 179,564 | $1,170,757 (at $6.52) |
| As of Mar 31, 2024 | 250,818 | $1,988,987 (at $7.93) |
| As of Mar 31, 2025 | 276,209 | $2,107,475 (at $7.63) |
- Hedging/Pledging: Company permits long-term (≥12 months) hedging transactions subject to pre-clearance; policy references hedging and pledging, but pledging specifics are not elaborated in the proxy .
- Director stock ownership guidelines: Non-Employee Directors must hold at least 5× the annual cash retainer ($20,000) and have 5 years to comply; all Non-Employee Directors are in compliance as of the proxy date .
- No disclosure indicating any shares pledged by Mr. Lafargue in the beneficial ownership table .
Employment Terms
| Term | Details |
|---|---|
| Agreement Term | Amended & restated employment agreement effective Apr 1, 2021 through Apr 1, 2024; Company elected extension on Oct 2, 2023 through Apr 1, 2026 |
| Base Salary | $370,000 with 2.5% annual increases (or higher at CEO discretion) |
| Target Bonus | 10% of then-current base salary |
| Annual EBITDA Bonus | 3.5% of EBITDA; excess over $500,000 may be paid in cash or restricted stock that vests over two years (accelerated vesting described below) |
| Severance (No CIC enhancement) | If terminated without cause or resigns for good reason: salary continuation for balance of term, prorated annual bonus, employer-paid medical premiums for 12 months, prorated EBITDA bonus (with full vesting of related equity), unpaid cash portion of prior year’s EBITDA bonus (with full vesting), and prorated target bonus, plus accrued obligations; no enhanced change-in-control severance absent termination |
| Definitions | “Cause” includes fraud/misconduct, conviction, uncurable material breach, acts adversely affecting reputation, repeated failure to perform, substance interference (with cure rights for certain items); “Good reason” includes reductions in pay/opportunity, failure to pay compensation, material diminution of responsibilities, or relocation >30 miles increasing commute (with notice/cure periods) |
| Restrictive Covenants | Perpetual confidentiality and mutual non-disparagement; employee non-solicitation for 6 months post-termination |
| Clawback | Incentive Compensation Clawback Policy adopted Oct 2, 2023, compliant with SEC/Nasdaq; recovery upon material restatement |
| Retirement Benefits | 401(k) plan; company contributes $0.60 per $1 up to 6% of salary |
Board Governance (director service, committees, independence)
- Board Service: Class I Director since 2021; up for re-election at 2025 Annual Meeting; term through 2028 if re-elected .
- Committee Roles: None (no committee assignments) .
- Independence: Executive officer and director; independent directors are explicitly listed and do not include Mr. Lafargue (thus not independent) .
- Board Leadership: Independent Chair (Ezra S. Field) and independent committee chairs .
- Attendance: In fiscal 2025, all nine directors attended at least 75% of Board/committee meetings; Board held 8 meetings .
- Director Compensation: Employee-director; receives no separate director fees or equity .
Compensation Structure Analysis
- Mix and Trend: FY2025 stock awards ($1.45m) increased versus FY2024 ($1.12m), while cash bonus was flat (~$540k), pointing to a greater equity component tied to prior-year performance and the EBITDA bonus structure .
- Performance Linkage: Cash bonus tied to adjusted EBITDA and individual goals; additional EBITDA-based bonus directly aligned to company EBITDA (3.5%) with equity settlement for amounts >$500k, creating retention through multi-year vesting .
- Clawback and Policies: SEC/Nasdaq-compliant clawback, insider trading controls with hedging pre-clearance, supporting governance risk-mitigation .
- Change-in-Control: No enhanced CIC multiples/accelerations absent termination; mitigates windfall risk .
Risk Indicators & Red Flags
- Insider Selling Pressure: Significant RSU tranches vest in late May each year (2024–2026), potentially creating periodic supply; next known vests are May 31, 2026 (93,872 shares) .
- Pledging/Hedging: Long-term hedging permitted subject to pre-clearance; pledging referenced but not detailed; no pledging disclosures for Lafargue observed in beneficial ownership .
- Severance Economics: Salary continuation through term plus prorated bonuses (including EBITDA-based), but no CIC enhancements; retention risk moderated by multi-year RSU vesting .
Director Compensation (for directors)
- Annual Retainers and RSUs apply only to Non-Employee Directors; Lafargue, as an employee-director, receives none .
Equity Ownership & Alignment — Additional Detail
- Beneficial ownership increased from 407,738 (2022) to 588,387 (2025), with substantial unvested RSUs and in-the-money options (exercise price $5.11, expiry 2029), indicating notable equity alignment and potential future realizable value contingent on performance .
Investment Implications
- Pay-for-Performance Alignment: The 3.5% EBITDA-linked bonus and increasing equity settlement reinforce alignment with EBITDA growth, which improved meaningfully in FY2025 (EBITDA +23%, Adjusted EBITDA +18% YoY) .
- Supply Overhang Timing: RSU vesting clusters around May 31 annually; monitor trading volumes around vest dates (e.g., May 31, 2026) for potential short-term pressure .
- Governance Quality: Independent Chair and committee leadership, clawback policy, and non-enhanced CIC economics mitigate governance risk; Lafargue’s executive/director dual role is balanced by independent Board structure and lack of committee memberships .
- Retention Risk: Severance terms plus continuing RSU vesting and options expiring 2029 provide retention incentives; absence of CIC sweeteners reduces “golden parachute” concerns .
- Performance Tailwinds: Revenue and EBITDA trends are favorable under Lafargue’s operating leadership, with segment OIBDA margin improvements (Music Publishing to 35%, Recorded Music to 51% in FY2025), supporting continued value creation if sustained .