Douglas McEachern
About Douglas J. McEachern
Douglas J. McEachern, age 74, has served on Reading International’s board since May 17, 2012; he is the Lead Independent Director, Chair of the Audit Committee (since August 1, 2012), and a member of the Compensation Committee, and is designated an Audit Committee Financial Expert under SEC and Nasdaq rules . He holds a B.S. in Business Administration from UC Berkeley (1974) and an MBA from USC (1976), with a 47+ year career in auditing and financial reporting focused on financial institutions and real estate, including service as a Deloitte & Touche audit partner (1985–2009) and a Professional Accounting Fellow at the Federal Home Loan Bank Board (1983–1985) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche, LLP | Audit Partner | Jul 1985–May 2009 | Led audits for financial institutions/real estate clients |
| Federal Home Loan Bank Board (Washington, DC) | Professional Accounting Fellow | Jun 1983–Jul 1985 | Policy and technical accounting fellowship |
| Touche Ross & Co. (predecessor to Deloitte) | Staff → Manager | Jun 1976–Jun 1983 | Audit roles prior to Deloitte merger |
| Community Bank (Pasadena, CA) | Director; Audit Committee Member; Board Chair | Jun 2011–Oct 2015 (Chair Oct 2013–Oct 2015) | Chaired board; audit committee oversight |
| Claremont McKenna College | Instructor of Auditing/Accountancy | Sep 2009–Dec 2015 | Academic instruction in auditing |
| Methodist Hospital of Arcadia | Finance Committee Member | Not specified | Hospital finance committee participation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Willdan Group, Inc. (Nasdaq: WLDN) | Director; Audit & Compensation Committees | 2009–Jun 2022 | Public company board service; committee experience |
| Foothill Affordable Housing Foundation | Director and Vice President | Present | Non-profit focused on affordable housing |
Board Governance
- Independence: The board identifies McEachern as independent per Nasdaq Listing Rule 5605(a)(2); RDI is a “controlled company” but maintains Audit and Compensation Committees composed entirely of independent directors .
- Roles: McEachern is Lead Independent Director; chairs independent-director sessions and serves as liaison with Chair/CEO/President .
- Committees: Audit Committee (Chair; all independent; handles financial reporting oversight and related-party/conflicts reviews); Compensation Committee (member; all independent; charter requires independence despite controlled-company exemptions) .
- Attendance: In 2024 the board met 21 times; Audit met 4 and Compensation met 6; each director attended at least 75% of board and committee meetings; all incumbents attended the 2024 Annual Meeting .
- Audit Committee report: Oversight of Grant Thornton LLP, independence discussions, and recommendation to include audited financials in the 2024 Form 10-K .
- Controlled company context: Cotter family controls ~72% of Class B voting stock; board relies on independent committees and executive sessions to balance oversight .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount (USD) |
|---|---|
| Base Director Fee | $50,000 |
| Audit Committee Chair Retainer | $20,000 |
| Compensation Committee Member Fee | $7,500 |
| Lead Independent Director Fee | $5,000 |
| Total Cash Fees | $82,500 |
Performance Compensation (Director Equity – 2024 Grants)
| Grant Type | Grant Date | Number of Options | Fair Value (USD) | Vesting Schedule |
|---|---|---|---|---|
| Stock Options (Class A Non-Voting Common) | Dec 5, 2024 | 78,384 | $70,000 | Vests in full on Dec 4, 2025 |
Awards to outside directors are stock options; no performance-conditional metrics disclosed for director equity (time-based vesting) .
Other Directorships & Interlocks
| Company | Status | Role/Committee |
|---|---|---|
| Willdan Group, Inc. | Ended Jun 2022 | Director; Audit & Compensation Committees |
| Community Bank (Pasadena, CA) | Ended Oct 2015 | Director; Audit Committee; Board Chair 2013–2015 |
No current public-company directorships disclosed beyond RDI .
Expertise & Qualifications
- Audit Committee Financial Expert; extensive audit leadership and reporting experience across financial institutions and real estate .
- Degrees: B.S. UC Berkeley (1974); MBA USC (1976) .
- Governance experience: Lead Independent Director; prior public-company board committees (audit, compensation) .
Equity Ownership
| Security Class | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Class A Non-Voting Common | 215,608 | <1% (*) | Includes 68,005 shares held directly and 147,603 options |
| Class B Voting Common | — | — | No Class B ownership disclosed |
- Stock ownership guidelines: Board adopted director/executive ownership guidelines, but postponed compliance until December 31, 2026 given industry conditions .
- Hedging/Pledging: Directors are restricted from certain hedging transactions under the Amended and Restated Supplemental Insider Trading Policy; no director pledging was disclosed in the proxy .
Governance Assessment
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Strengths:
- Independent leadership and oversight: McEachern serves as Lead Independent Director and Audit Chair, with an audit expert designation; audit oversight includes auditor independence discussions and transparent reporting to shareholders .
- Conflicts oversight: Audit Committee charter centralizes review/approval of related-party transactions; only disinterested members determine outcomes, mitigating Cotter-family control risk .
- Engagement: Documented board/committee workload and attendance; independent director sessions “typically held” under Lead Independent Director .
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Concerns / RED FLAGS:
- Controlled company status: Cotter family holds ~72% of voting power, potentially limiting minority shareholder influence and director election contestability .
- Ownership alignment timing: Compliance with stock ownership guidelines deferred to December 31, 2026, delaying formal alignment requirements for directors .
- Director equity structure: Time-based stock options (no explicit performance metrics) for outside directors may provide alignment via upside but lack direct pay-for-performance links; options vest after one year .
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Additional signals:
- Say-on-Pay: 2024 advisory vote on executive compensation passed; while focused on NEOs, it reflects the current shareholder sentiment toward compensation governance .
- Risk oversight: Defined roles for Audit/Compensation Committees and a Lead Technology & Cyber Risk Director, indicating structured oversight architecture in a controlled-company context .