Craig Tompkins
About Craig Tompkins
S. Craig Tompkins (age 74) is Executive Vice President and General Counsel at Reading International (RDI). He has worked with the company and its predecessors for more than 31 years and has served as EVP & General Counsel since 2017. He holds a B.A. (Magna Cum Laude) from Claremont McKenna College and a J.D. (Magna Cum Laude) from Harvard Law School; he previously was a partner at Gibson, Dunn & Crutcher and has served on multiple public company boards, most recently HomeStreet, Inc. until its Sept. 2, 2025 merger with Mechanics Bank . Company performance context: TSR index values (fixed $100 starting base) were 55 (2022), 47 (2023), and 48 (2024) per the Pay vs. Performance disclosure; RDI revenues were $203.1M (FY22), $222.7M (FY23), $210.5M (FY24), while EBITDA was -$4.3M (FY22), $8.1M (FY23), and $3.2M (FY24) . EBITDA values marked with an asterisk are sourced from S&P Global.*
Performance snapshot (oldest → newest):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $203,115,000 | $222,744,000 | $210,527,000 |
| EBITDA ($USD) | ($4,334,000)* | $8,112,000* | $3,169,000* |
| TSR Index (CAP table, $100 base) | 55 | 47 | 48 |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gibson, Dunn & Crutcher | Partner | Pre-RDI (prior to 2017) | Large-cap legal advisory experience; complex transactions/litigation exposure |
| G&L Realty (NYSE REIT) | Director; Audit Committee Chair | 1993–2006 | Governance/financial oversight in REIT; medical properties expertise |
| Fidelity Federal Bank, FSB | Director; Compensation & Special Committee member | 1998–2001 | Bank board risk/compensation oversight through sale of bank |
| Marshall & Stevens, Inc. | Principal shareholder; Chair | 2007–Dec 2022; exited; ongoing Opinions Committee consulting | Valuation and transaction opinions; real estate and energy asset valuation |
| HomeStreet, Inc./HomeStreet Bank | Director | May 2023–Sep 2, 2025 (merger) | Bank board experience until Mechanics Bank merger |
| Kirtland Farms, Inc. | Chair & CEO | Current | Family-owned agricultural operations leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| HomeStreet, Inc. | Director | 2023–2025 | Served until bank’s merger completion on Sept. 2, 2025 |
| Marshall & Stevens, Inc. | Opinions Committee Chair (consulting) | 2023–present | Limited consulting after equity exit |
Fixed Compensation
Multi-year compensation (oldest → newest):
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 450,883 | 450,883 |
| Restricted Stock Awards ($) | 195,000 | — |
| Option Awards ($) | — | 101,392 |
| Non-Equity Incentive ($) | — | — |
| All Other Compensation ($) | 21,570 | 21,570 |
| Total ($) | 667,453 | 573,845 |
Notes:
- The Compensation Committee kept 2024 salaries flat and, given liquidity constraints and industry headwinds, paid STI in stock options in lieu of cash (exercise price $1.43, one-year vest, five-year term). No LTI awards were granted in 2024 .
Performance Compensation
2024 design choices and mechanics:
- Short-Term Incentive (STI): Awarded as stock options (exercise price $1.43), one-year vest, five-year term, replacing cash bonuses for 2024 .
- Long-Term Incentives (LTI): No new LTI awards (e.g., RSUs/PRSUs) were granted in 2024 due to prudent cash management; pre-2024 PRSUs tied to 2024 objectives saw vesting based on meeting objective corporate criteria (specific metrics not disclosed) .
Outstanding equity and vesting detail (as of 12/31/2024):
| Award Type | Quantity | Exercise/Strike | Expiration | Vesting (dates/amounts) | Market Value Basis |
|---|---|---|---|---|---|
| Stock Options (Exercisable) | 127,869 | $1.47 | 6/5/2034 | Fully exercisable | — |
| RSUs | 5,677 | — | — | 5,677 vests 4/5/2025 | $7,494 at $1.32/sh |
| RSUs | 17,536 | — | — | 8,768 vests 4/18/2025; 8,768 vests 4/18/2026 | $23,148 at $1.32/sh |
| PRSUs | 7,911 | — | — | 7,911 vests 4/18/2025 | $10,443 at $1.32/sh |
| RSUs | 33,750 | — | — | 11,250 vests 4/11/2025; 11,250 vests 4/11/2026; 11,250 vests 4/11/2027 | $44,550 at $1.32/sh |
| PRSUs | 15,000 | — | — | 15,000 vests 4/11/2026 | $19,800 at $1.32/sh |
Commentary:
- 2024 STI structure increases at-risk equity and defers liquidity; vesting clusters in April 2025–2027 could create periodic windows of potential insider selling pressure. Specific 2024 performance metric weightings/targets were not disclosed .
Equity Ownership & Alignment
Beneficial ownership (as of Oct. 14, 2025 record date):
| Class | Shares Beneficially Owned | % of Class |
|---|---|---|
| Class A (non-voting) | 263,066 (135,197 directly; 127,869 options) | * (<1%) |
| Class B (voting) | — | — |
Unvested equity and vesting (as of 12/31/2024):
- Unvested RSUs/PRSUs detailed above total 79,874 units (5,677 + 17,536 + 7,911 + 33,750 + 15,000) with aggregate disclosed market values of $105,435 at $1.32/share .
- Options: 127,869 fully exercisable at $1.47; expiration 6/5/2034 .
Ownership policy, hedging/pledging:
- Stock Ownership Policy compliance postponed until Dec. 31, 2026 due to industry conditions; executive hedging is prohibited under the Supplemental Insider Trading Policy (e.g., zero-cost collars, swaps, prepaid forwards, exchange funds). No specific disclosure of any pledging by Tompkins .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | None for NEOs, including Tompkins, as of 12/31/2024 . |
| Severance (Without Cause) | No cash severance disclosed for NEOs . |
| Change-in-Control (CIC) | Employee equity acceleration if not assumed/substituted in a corporate transaction; for employees, acceleration upon termination without cause or for “good reason” within 24 months of a CIC (double-trigger). Non-employee directors accelerate immediately upon CIC . |
| Retirement Benefit | One-time retirement benefit approved Aug. 29, 2017 for Tompkins: single-year benefit equal to average of two highest total cash comp years in prior five, less $197,060 from a prior plan; current estimated payable $285,560 (based on 2021 and 2023) . |
| Clawback | Dodd-Frank/Nasdaq-compliant Executive Officer Clawback Policy adopted Nov. 29, 2023; all LTI awards subject to clawback/forfeiture as required . |
| Non-Compete/Non-Solicit | Not disclosed. |
SAY-ON-PAY & Governance Context
- Say-on-Pay: Stockholders voted in favor of executive compensation at the Dec. 7, 2024 annual meeting; Board and Compensation Committee considered results and made no pay changes based on that vote .
- Compensation oversight and consultant: Independent Compensation Committee (all independent directors) oversees executive pay; AON serves as independent compensation consultant .
Performance Context (Company-Level)
Pay vs. Performance (company CAP table) indicates weak cumulative TSR since 2022 as industry headwinds persisted; net income was negative in 2022–2024 (-$36.7M; -$31.2M; -$35.9M) . Management attributes headwinds to pandemic recovery, 2023 Hollywood strikes’ production delays, and rate-driven cost pressures; liquidity actions included asset monetizations and STI design shifts to conserve cash .
Net income figures (oldest → newest):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($USD) | (36,660,000) | (31,185,000) | (35,898,000) |
Compensation Structure Analysis
- Cash vs. equity mix: For 2024, no cash bonuses; STI paid in options, boosting equity-at-risk while preserving cash; no new LTI grants in 2024—a conservative shift amid liquidity constraints .
- Metric rigor: 2024 objective corporate performance criteria triggered vesting of portions of older PRSUs; however, specific metrics/weightings (e.g., revenue, EBITDA, TSR) were not disclosed, limiting visibility into pay-for-performance alignment .
- Governance safeguards: Clawback policy in place; hedging prohibited; ownership guidelines postponed to end-2026 given sector pressures .
Risk Indicators & Red Flags
- Low/no severance and no employment agreement for Tompkins reduces CIC payout risk, but could modestly elevate retention risk if external opportunities arise .
- Upcoming vesting clusters (April 2025–2027) may create intermittent insider selling windows, though quantities are moderate (e.g., 11,250 RSUs per year in 2025–2027 plus PRSUs) .
- Controlled company status, concentrated Class B voting control and related-party oversight handled by independent Audit Committee; no Tompkins-specific related party transactions disclosed .
Investment Implications
- Alignment: Moderate direct equity exposure (<1% Class A), substantial unvested RSUs/PRSUs, and fully exercisable options indicate equity linkage; STI shift to options in 2024 further ties outcomes to share price .
- Retention: Absence of employment agreement and cash severance suggests limited contractual lock-in; near-term retirement benefit ($285,560) and staggered equity vesting support retention but are not prohibitive in a change scenario .
- Selling pressure: April 2025–2027 vesting schedule is the primary timing risk for incremental supply, albeit at modest sizes (e.g., 33,750 RSUs over three years plus PRSUs in 2025–2026) .
- Governance: Clawback and hedging prohibitions are positives; stock ownership guideline enforcement paused until 2026 reflects industry conditions but delays an alignment guardrail .
- Performance linkage: Weak TSR and negative net income in 2022–2024 frame a challenged pay-for-performance backdrop; limited disclosure of precise performance metrics for PRSUs constrains external assessment of rigor .
References:
- 2025 DEF 14A (Oct 24, 2025): Executive officers, compensation policies, pay vs performance, beneficial ownership, equity awards, CIC/severance, clawback, governance .
- 2023 10-K (Mar 29, 2024): Business context, revenues, segment performance .
- GetFinancials (S&P Global): Revenues FY22–FY24 ; EBITDA FY22–FY24 (asterisked, S&P Global source).