Stephen Cook
About Stephen M. Cook
Stephen M. Cook, 49, is an independent director at Reservoir Media, Inc. (RSVR) serving since 2021; he chairs the Nominating and Corporate Governance Committee and sits on the Compensation Committee . He co-founded Slate Path Capital in 2012 (investment partner), previously worked at Blue Ridge Capital (2005–2012), Hicks, Muse, Tate & Furst (LBOs/corporate restructuring), and Credit Suisse First Boston (M&A analyst), and holds an MBA from Stanford and a business administration degree from the University of Texas . He served on Reservoir Holdings, Inc.’s board from April 2019 to July 2021, providing continuity through the SPAC business combination .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Slate Path Capital | Investment Partner, Co‑Founder | 2012–present | Public-market investing; governance perspective |
| Blue Ridge Capital | Investment Professional | 2005–2012 | Long/short equity; research rigor |
| Hicks, Muse, Tate & Furst | Private Equity Associate | Pre‑2005 (dates not specified) | LBOs, restructuring experience |
| Credit Suisse First Boston | Analyst (M&A) | Early career (dates not specified) | Transaction execution; corporate finance |
| Reservoir Holdings, Inc. | Director | Apr 2019–Jul 2021 | Pre‑de‑SPAC board service; continuity |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Slate Path Capital | Investment Partner | Private | Co‑founder; deep investor network |
| BTCSJC Music LLC | Owner/Controller | Private | Holds RSVR shares and warrants; he has sole voting/dispositive power |
Board Governance
- Committees and chair roles:
- Nominating & Corporate Governance Committee: Chair
- Compensation Committee: Member
- Independence: Board identifies Cook as an independent director under Nasdaq rules .
- Attendance and engagement:
- FY2025 Board met 8 times; Compensation 4; Nominating 4 .
- All nine directors attended at least 75% of aggregate Board and applicable committee meetings .
- Board leadership: Independent Chair of the Board (Ezra S. Field) structure; independent committee chairs across Audit, Compensation, Nominating & Governance .
- Stock ownership guidelines (directors): Required minimum ownership equal to 5× annual cash retainer ($20,000) with 5 years to attain; all Non‑Employee Directors in compliance as applicable .
- Hedging/Pledging policy: Long‑term hedging transactions may be permitted subject to pre‑clearance; speculative hedging discouraged; policy addresses hedging, not detailed pledging prohibitions in text .
- Related party transactions oversight: Formal policy requiring Audit Committee review and approval with conflict screening by General Counsel .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $20,000 | Payable quarterly; DSU election available |
| Annual equity grant (RSUs) | $80,000 | Granted Aug 9, 2024 (director grants schedule); vests Jul 28, 2025 |
| Committee chair fees | $0 (Nominating Chair) | Chair fees listed for Audit ($15k) and Compensation ($15k); none disclosed for Nominating |
| Total FY2025 director comp | $100,000 | 20% cash / 80% equity |
- Deferred Stock Units election: As of Mar 31, 2025, Cook has the right to receive 2,517 shares upon settlement of vested DSUs on July 28, 2025 .
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSU grant | Aug 9, 2024 | 11,235 RSUs | Vests Jul 28, 2025 | None disclosed (time‑based) |
- Director compensation is not tied to operational performance metrics; RSU awards are time‑based with standard vesting; no stock options or performance share units disclosed for directors in FY2025 .
Other Directorships & Interlocks
| Company | Role | Period | Notes |
|---|---|---|---|
| Reservoir Holdings, Inc. | Director | Apr 2019–Jul 2021 | Predecessor entity board prior to SPAC merger |
- No current public company directorships disclosed for Cook; limits interlock/conflict risk vs suppliers/customers/competitors .
Expertise & Qualifications
- Finance and investing: Co‑founder/investment partner at Slate Path Capital; prior long‑short equity experience .
- Private equity and restructuring: Hicks, Muse (LBOs; corporate restructuring), adding transactional discipline .
- Corporate finance/M&A: CSFB analyst background .
- Governance and succession: Chair of Nominating & Governance overseeing board evaluations, succession planning, leadership structure review .
- Education: MBA, Stanford GSB (2005); undergraduate business administration, University of Texas .
Equity Ownership
| Ownership Element | Amount | Details |
|---|---|---|
| Total beneficial ownership | 1,160,796 shares; ~2% of outstanding | Based on 65,239,735 shares outstanding as of Mar 31, 2025 |
| Unvested RSUs (as of Mar 31, 2025) | 11,235 units | Annual director grant; vests Jul 28, 2025 |
| Vested DSUs (settlement pending) | 2,517 shares | Settlement on Jul 28, 2025 |
| Shares/warrants via BTCSJC Music LLC | 226,089 shares; 1,693 fully‑exercisable warrants | Cook has sole voting/dispositive power over BTCSJC’s holdings |
| Ownership guidelines compliance | Yes (directors in compliance as applicable) | 5× cash retainer threshold; 5‑year attainment |
| Pledging/hedging | Hedging permitted under long‑term constraints; pledging not detailed | Pre‑clearance required for permitted transactions |
Insider Trades (Form 4)
- Pattern: Repeated small awards/DSU settlements consistent with director RSU program; no open‑market sales/purchases observed in the period; positions trend upward; annual RSU grant sized at 11,235 units in Aug 2024 (SEC links above).
Governance Assessment
- Strengths:
- Independence affirmed; chairs Nominating & Governance, central to board composition, evaluations, and succession planning .
- Strong attendance baseline (≥75% for all directors); committee activity levels indicate engagement (Nominating 4; Compensation 4 meetings in FY2025) .
- Ownership alignment: ~2% beneficial stake, DSUs, and RSUs; compliance with elevated director ownership guideline (5× cash retainer) .
- Transparent director pay structure skewed to equity (80%), aligning incentives; no Nominating chair cash fee, limiting cash overrides .
- Watch items:
- Investment affiliations (Slate Path Capital) and personal entity holdings (BTCSJC Music LLC) warrant ongoing monitoring for potential related‑party transactions; none disclosed in proxy .
- Hedging permitted under long‑term guidelines (with pre‑clearance); ensure no hedging/pledging that undermines alignment—policy text does not detail pledging restrictions .
- Concentrated beneficial owners (e.g., Wesbild & affiliates at 44%) shape governance context; vigilance around independence of board processes remains prudent .
RED FLAGS: None explicitly disclosed for Cook regarding related‑party transactions, low attendance, pay anomalies, or option repricing in FY2025 .
Appendix: Key Governance Data References
- Director classification/committees (Class II; Nominating Chair; Compensation member) and age:
- Biography and qualifications:
- Board/committee meetings; attendance standard:
- Independence status:
- Director compensation program and FY2025 compensation table:
- RSU grant/vesting details for directors:
- Director ownership guidelines (5× cash retainer), compliance, FW Cook recommendations:
- Beneficial ownership (Cook 1,160,796 shares; BTCSJC holdings; warrants):
- Related party transaction policy:
- Hedging policy: