Ryan Taylor
About Ryan Taylor
Ryan P. Taylor (age 49) is a Class III Director at Reservoir Media, Inc. (RSVR) serving since 2021, and is a member of the Nominating and Corporate Governance Committee. He is Managing Partner of Richmond Hill Investment Co., LP (founded 2010) and Managing Director of Richmond Hill Investments, LLC (founded 2008). Prior roles include Principal at Greenhill & Co., Inc. (1998–2008) and Board of Managers of Tommy Boy Music, LLC until Reservoir’s acquisition in June 2021. He holds a B.B.A. in Finance with Honors from the University of Texas at Austin (1998) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greenhill & Co., Inc. | Principal | 1998–2008 | Investment banking experience; broad M&A exposure |
| Tommy Boy Music, LLC | Board of Managers | 2017–Jun 2021 | Governance through acquisition of Tommy Boy by RSVR in Jun 2021 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Richmond Hill Investment Co., LP | Managing Partner | 2010–present | Registered investment adviser; manages private partnerships across industries |
| Richmond Hill Investments, LLC | Managing Director | 2008–present | Investment management leadership |
| Various private companies (incl. music) | Director | Ongoing | Multiple private board roles (no current public boards disclosed) |
Board Governance
- Classification: Class III Director; term expires at 2027 Annual Meeting .
- Committee assignment: Member, Nominating and Corporate Governance Committee (not chair) .
- Independence: Board determined Taylor is an Independent Director under Nasdaq rules .
- Attendance: Board met 8 times in FY2025; Nominating & Governance met 4; Audit met 5; all nine directors attended ≥75% of aggregate meetings of the Board and their committees .
- Board leadership: Independent Chair (Ezra S. Field); independent chairs across Audit, Compensation, and Nominating committees .
- Governance practices: Classified board; annual evaluations of Board/committees; Code of Ethics; hedging permitted only for long-term, pre-cleared transactions .
Fixed Compensation
| Component | Amount | Frequency/Terms | FY2025 Detail |
|---|---|---|---|
| Annual cash retainer | $20,000 | Paid quarterly in arrears | For Non-Employee Directors |
| Committee/Chair cash fees | — | Taylor holds no chair roles | Audit Chair $15,000; Board Chair $15,000; Compensation Chair $15,000 (not applicable to Taylor) |
| Total FY2025 cash paid (Taylor) | $20,000 | Per Director Compensation Table | $20,000 |
- Deferred stock units election: Non-Employee Directors may elect cash retainers as vested DSUs. As of Mar 31, 2025, Taylor has the right to receive 2,517 shares upon settlement of vested DSUs on Jul 28, 2025 .
Performance Compensation
| Equity Award | Grant Date | Grant Value | Vesting | Shares/Units |
|---|---|---|---|---|
| Annual RSUs (Taylor) | Aug 9, 2024 | $80,000 | Vest Jul 28, 2025, subject to continued service | 11,235 unvested RSUs as of Mar 31, 2025 |
- Performance metrics: Director equity awards are time-based RSUs; no disclosed performance conditions for directors (awards vest based on service continuity) .
- Stock ownership guidelines: Non-Employee Directors must hold at least 5x annual cash retainer ($100,000) within five years; all Non-Employee Directors are in compliance as of the proxy date .
Other Directorships & Interlocks
| Company | Public/Private | Role | Notes/Interlocks |
|---|---|---|---|
| Multiple private companies | Private | Director | Several involved in the music business |
| — | — | — | No current public company directorships disclosed |
- Network/ownership interlocks: Taylor is affiliated with ER Reservoir LLC (and related investment entities), a significant RSVR shareholder; see Equity Ownership for details .
Expertise & Qualifications
- Investment management and opportunistic investing across industries and asset classes via Richmond Hill .
- M&A and corporate finance experience from Greenhill & Co. .
- Music industry governance exposure (Tommy Boy; multiple private music companies) .
Equity Ownership
| Holder/Capacity | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Ryan P. Taylor | 14,250,337 | 22% | Includes ER Reservoir LLC (13,638,620), Richmond Hill Capital Partners, LP (179,389), Essex Equity Joint Investment Vehicle, LLC (418,576); plus rights to 11,235 RSUs (vesting within 60 days) and 2,517 DSUs (settlement within 60 days). Taylor may be deemed to share voting/dispositive power and directs RSU/DSU settlements to ER Reservoir LLC; disclaims beneficial ownership except to pecuniary interest . |
| Unvested RSUs (Taylor) | 11,235 units | — | Annual director grant; vests Jul 28, 2025 | | Vested DSUs (Taylor) | 2,517 units | — | Settlement Jul 28, 2025 |
- Hedging/Pledging: Long-term hedging transactions permitted only with pre-clearance; pledging not explicitly addressed beyond hedging policy; no pledging by Taylor disclosed in proxy .
- Section 16(a) compliance: Directors, officers, and >10% holders complied with filing requirements in FY2025 .
Governance Assessment
- Alignment: Taylor’s substantial beneficial ownership (22%) creates strong economic alignment but also concentrated influence over voting outcomes; he is nevertheless classified as independent under Nasdaq rules .
- Committee role: As a member of the Nominating & Corporate Governance Committee (not chair), Taylor participates in director selection, governance guidelines, succession planning, and annual board evaluations, with the committee meeting 4 times in FY2025 .
- Attendance and engagement: Board met 8 times; all directors met the ≥75% attendance threshold; committee cadence indicates regular governance oversight .
- Director pay mix: Cash ($20k) and equity RSUs ($80k) with DSU election ability; stock ownership guidelines at 5x cash retainer and compliance achieved support ownership alignment .
- Related-party exposure: Taylor is affiliated with ER Reservoir LLC, RHCP, and EEJIV, which collectively hold a significant stake; the company maintains a formal Related Party Transactions Policy with Audit Committee oversight and prohibits board participation in approvals where a director is a related party. No specific related-party transactions involving Taylor are disclosed beyond ownership/settlement direction .
- Policies: Code of Ethics, clawback policy (executive-focused), insider trading and hedging pre-clearance reduce conduct risk; classified board may reduce takeover responsiveness but is disclosed .
RED FLAGS
- High beneficial ownership concentration by an “independent” director (22%), with control influence via ER Reservoir LLC and related entities; continued monitoring of committee decisions for potential conflicts is prudent .
- Hedging permitted (with pre-clearance) could reduce alignment if used; no hedging by Taylor disclosed, but policy allowance exists .
Positive Signals
- Compliance with director stock ownership guidelines and Section 16(a) filings supports governance discipline .
- Regular board and committee meetings with attendance ≥75% indicate engagement .
Insider Trades
| Disclosure | Detail |
|---|---|
| Section 16(a) | Directors, officers, and >10% holders complied with filing requirements for FY2025 |
Notes on Director Compensation Structure
| Metric | FY2025 | Comment |
|---|---|---|
| Cash retainer | $20,000 | Non-Employee Director annual cash |
| Equity grant | $80,000 | Annual RSUs; granted Aug 9, 2024 (Croft: Aug 27, 2024); vest Jul 28, 2025 |
| DSU election | Available | Taylor: 2,517 DSUs vest and settle Jul 28, 2025 |
Committee Meetings Summary (FY2025)
| Committee | Taylor Member? | Meetings | Chair |
|---|---|---|---|
| Audit | No | 5 | Neil de Gelder |
| Compensation | No | 4 | Ezra S. Field |
| Nominating & Corporate Governance | Yes | 4 | Stephen M. Cook |
Stock Ownership Guidelines (Directors)
| Requirement | Threshold | Compliance Status |
|---|---|---|
| Minimum ownership | 5x annual cash retainer ($100,000) | All Non-Employee Directors in compliance as of proxy date |