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Ryan Taylor

Director at Reservoir Media
Board

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

OrganizationRoleTenureCommittees/Impact
Greenhill & Co., Inc.Principal1998–2008Investment banking experience; broad M&A exposure
Tommy Boy Music, LLCBoard of Managers2017–Jun 2021Governance through acquisition of Tommy Boy by RSVR in Jun 2021

External Roles

OrganizationRoleTenureCommittees/Impact
Richmond Hill Investment Co., LPManaging Partner2010–presentRegistered investment adviser; manages private partnerships across industries
Richmond Hill Investments, LLCManaging Director2008–presentInvestment management leadership
Various private companies (incl. music)DirectorOngoingMultiple 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

ComponentAmountFrequency/TermsFY2025 Detail
Annual cash retainer$20,000Paid quarterly in arrearsFor Non-Employee Directors
Committee/Chair cash feesTaylor holds no chair rolesAudit Chair $15,000; Board Chair $15,000; Compensation Chair $15,000 (not applicable to Taylor)
Total FY2025 cash paid (Taylor)$20,000Per 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 AwardGrant DateGrant ValueVestingShares/Units
Annual RSUs (Taylor)Aug 9, 2024$80,000Vest Jul 28, 2025, subject to continued service11,235 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

CompanyPublic/PrivateRoleNotes/Interlocks
Multiple private companiesPrivateDirectorSeveral 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/CapacityShares Beneficially Owned% OutstandingNotes
Ryan P. Taylor14,250,33722%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

DisclosureDetail
Section 16(a)Directors, officers, and >10% holders complied with filing requirements for FY2025

Notes on Director Compensation Structure

MetricFY2025Comment
Cash retainer$20,000Non-Employee Director annual cash
Equity grant$80,000Annual RSUs; granted Aug 9, 2024 (Croft: Aug 27, 2024); vest Jul 28, 2025
DSU electionAvailableTaylor: 2,517 DSUs vest and settle Jul 28, 2025

Committee Meetings Summary (FY2025)

CommitteeTaylor Member?MeetingsChair
AuditNo5Neil de Gelder
CompensationNo4Ezra S. Field
Nominating & Corporate GovernanceYes4Stephen M. Cook

Stock Ownership Guidelines (Directors)

RequirementThresholdCompliance Status
Minimum ownership5x annual cash retainer ($100,000)All Non-Employee Directors in compliance as of proxy date