Ellen Cotter
About Ellen Cotter
Ellen M. Cotter (age 59) is Vice-Chair, Chief Executive Officer, and President of Reading International (RDI). She joined RDI in 1998, served as interim CEO in 2015, and was appointed permanent CEO on January 8, 2016; she has been a director since March 13, 2013. She holds a B.A. from Smith College and a J.D. from Georgetown University Law Center, and previously practiced corporate law at White & Case in New York. Under RDI’s controlled company structure, she serves alongside her sister, Margaret Cotter (Chair), with whom she shares voting influence over a majority of Class B shares; committees (Audit and Compensation) are nevertheless fully independent. Recent performance context includes persistent net losses and a depressed TSR baseline, informing the Compensation Committee’s shift to equity-heavy, cash-conserving incentives.
Company performance snapshot (fiscal years)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Cumulative TSR Index ($, base=100 at 12/31/2020) | 55 | 47 | 48 |
| Net Income ($USD) | (36,660,000) | (31,185,000) | (35,898,000) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Reading International | Chief Operating Officer, U.S. Cinemas | ~2004–2015 | Led acquisition, development, marketing and operations of U.S. cinemas; preceded CEO appointment |
| Reading International (Australia/NZ) | Development roles (real estate/cinema) | ~1999–2000s | Developed cinema and real estate assets in Australia/New Zealand |
| Reading International subsidiary | CEO of subsidiary operating Hawaii and California cinemas | Pre-2015 | Oversaw operations of Consolidated Theatres and other U.S. regional circuits |
| White & Case (NYC) | Corporate Attorney | ~1994–1998 | Corporate practice before joining RDI |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cecelia Packing Corporation | Director | Ongoing | Family-owned citrus grower/packer; private company directorship |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 618,000 | 618,000 |
| Cash Bonus (STI) | $0 (liquidity-conserving posture) | $0 (replaced with options) |
| All Other Compensation ($) | 2,580 (401k match/key person insurance) | 2,580 (401k match/key person insurance) |
Notes:
- The Compensation Committee maintained conservative cash pay; no STI cash was paid for 2023–2024 due to liquidity considerations. Equity was used in lieu of cash bonuses.
Performance Compensation
Compensation mix has tilted toward equity to conserve cash and align incentives with shareholders.
- 2023 LTI: RSUs/PRSUs granted; Ellen’s 2023 “Restricted Stock Awards” grant-date fair value was $400,000.
- 2024 STI-in-lieu: Stock options granted in April 2024 (exercise price $1.43, one-year vesting, five-year term) in amounts keyed to hypothetical cash bonus attainment; Ellen’s 2024 “Option Awards” grant-date fair value was $384,180.
Outstanding equity and scheduled vesting (as of 12/31/2024)
| Type | Terms | Quantity | Vesting/Expiration | Value basis |
|---|---|---|---|---|
| Stock Options (Class A) | Exercisable; strike $1.47 | 484,499 | Expire 6/5/2034 | N/A (exercisable; intrinsic value depends on price) |
| RSUs | Time-vested | 7,764 | Vest 4/5/2025 | $1.32 per share used for valuation in table |
| RSUs | Time-vested | 11,990 (2025), 11,990 (2026) | Vest 4/18/2025, 4/18/2026 | $1.32 |
| PRSUs | Performance-based | 32,454 | Vest 4/18/2025 (performance prior to 2024 met) | $1.32 |
| RSUs | Time-vested | 15,577 (2025), 15,576 (2026), 15,576 (2027) | Vest 4/21/2025–2027 | $1.32 |
| PRSUs | Performance-based | 62,305 | Vest 4/21/2026 | $1.32 |
- The Compensation Committee determined certain PRSUs tied to 2024 performance vested based on meeting objective corporate criteria; specific metric definitions/weightings were not disclosed.
Equity Ownership & Alignment
Beneficial ownership (Record Date: 10/14/2025)
| Security | Shares | % Outstanding |
|---|---|---|
| Class A (Non-Voting) | 3,086,656 | 14.3% (out of 21,036,670) |
| Class B (Voting) | 457,166 | 27.2% (out of 1,680,590) |
Additional alignment details:
- Exercisable stock options: 484,499 (Class A) at $1.47 expiring 6/5/2034.
- Ownership policy: RDI has a Stock Ownership Policy for directors/executives, but compliance is postponed until December 31, 2026 due to industry and macro headwinds.
- Hedging/shorting prohibited for officers/directors; no trading in puts/calls or short sales.
- Pledging/margin: Holding shares in margin accounts or pledging company securities requires prior written notice to the Compliance Officer and the Audit Committee Chair; no pledging by Ellen is disclosed.
- Insider trading controls: Designated Persons are subject to trading windows, blackout periods, and pre-trade notice/certification.
Insider selling pressure assessment:
- Near-term scheduled vesting creates periodic liquidity windows: 7,764 RSUs (Apr-2025), 11,990 RSUs (Apr-2025), 32,454 PRSUs (Apr-2025), 15,577 RSUs (Apr-2025), and additional tranches through 2027; actual sales depend on 10b5-1 plans, tax withholdings, and personal decisions.
Employment Terms
- Employment agreements: None in place for NEOs (including the CEO) as of 12/31/2024.
- Severance: No cash severance benefits disclosed for the CEO.
- Change-in-control (CIC): Equity acceleration applies (i) if awards are not assumed/replaced in a qualifying transaction, or (ii) upon termination without cause or for “good reason” within 24 months of a CIC (double-trigger). As of 12/31/2024 pricing, the value of accelerated vesting for the CEO was $139,190.
- Clawback: Executive Officer Clawback Policy adopted November 29, 2023; all STI/LTI subject to clawback to comply with Nasdaq/Dodd-Frank.
- Anti-hedging/short sales: Prohibited.
- Pledging/margin restrictions: Prior notice required; oversight by Compliance Officer/Audit Chair.
Potential payments table (as of 12/31/2024; Class A at $1.32)
| Scenario | Severance ($) | Accelerated Equity – Stock Awards ($) | Accelerated Equity – Options ($) | Health Benefits ($) |
|---|---|---|---|---|
| Termination without Cause | — | — | — | — |
| Termination in Connection with CIC | — | 139,190 | — | — |
Board Governance
- Board service: Director since 2013; currently Vice-Chair; member, Executive Committee. Not a member of the Audit or Compensation Committees, which are entirely independent.
- Independence: Not independent (management director). RDI is a “controlled company” under Nasdaq rules, with Margaret and Ellen Cotter together controlling ~72% of Class B voting power.
- Committee structure: Executive Committee comprises Chair (Margaret), Vice-Chair (Ellen), Compensation Chair (Dr. Judy Codding), and Lead Technology & Cyber Risk Director (Guy Adams); committee action requires at least one non-management member concurrence.
- Meeting attendance: In 2024, the Board met 21 times; each director attended at least 75% of Board and committee meetings.
- Stock ownership policy: In effect, but compliance deferred to December 31, 2026.
- Dual-role implications: Combined executive/board leadership within a controlled company structure concentrates influence; independent committee structures and a Lead Independent Director (Douglas McEachern) provide checks.
Director compensation context (non-employee directors, 2024)
| Director | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Guy W. Adams | 82,500 (base + committee/chair stipends) | 70,000 (options; 78,384 options) | 152,500 |
| Dr. Judy Codding | 82,500 | 70,000 (options; 78,384 options) | 152,500 |
| Douglas J. McEachern | 82,500 | 70,000 (options; 78,384 options) | 152,500 |
Say‑on‑Pay & Shareholder Feedback
- 2024 Annual Meeting results (Dec 7, 2024): Say‑on‑pay received 1,328,293 “FOR,” 22,851 “AGAINST,” 80 “ABSTAIN,” with 92,820 broker non‑votes. The company noted that stockholders approved executive compensation and made no changes based solely on that vote.
Related Party Transactions (Governance risk context)
- Sutton Hill Capital/Village East: RDI has long-standing transactions around New York theater assets; as of Sept 30, 2025, RDI signed a PSA to acquire all general partnership interests in Sutton Hill Associates (parent of Sutton Hill Capital) from the Cotter Estate and the Forman Trust for $1.00, subject to ~$13.65M third‑party notes (4.75% interest, maturing 9/30/2035) to be guaranteed by RDI; approved by the Audit Committee due to Cotter family roles; company expects immaterial financial impact. Village East rent deferrals totaled $1.18M at 9/30/2025.
Compensation Structure Analysis
- Cash vs equity mix: Shifted toward equity in 2023–2024 (RSUs/PRSUs, then options) to conserve cash; no STI cash for 2023–2024.
- Options vs RSUs: 2024 pivot to options (1‑year vest, 5‑year term) tied to individual goal attainment, replacing STI cash—a higher risk/reward instrument than RSUs, signaling alignment and liquidity preservation.
- Clawbacks/controls: Robust clawback adopted 11/29/2023; anti‑hedging and anti‑shorting policies in place; pledging/margin require prior notice—collectively supportive of alignment.
- Peer benchmarking: Committee engages AON (independent) for advice; proxies do not disclose the named compensation peer group constituents.
Employment Terms Summary
| Term | Status |
|---|---|
| Employment Agreement | None in place (as of 12/31/2024) |
| Severance Multiple (salary+bonus) | None disclosed |
| CIC Treatment | Acceleration if awards not assumed; double‑trigger acceleration upon termination without cause/for good reason within 24 months post‑CIC |
| CIC Acceleration Value (12/31/2024) | $139,190 (CEO) |
| Clawback | Adopted 11/29/2023; applies to STI/LTI |
| Hedging/Shorts | Prohibited |
| Pledging/Margin | Prior written notice required |
| Ownership Guidelines | Compliance deferred to 12/31/2026 |
Expertise & Qualifications
- Education: B.A. Smith College; J.D. Georgetown University Law Center.
- Industry recognition: Gotham Appreciation Award (2015), ShowEast Hall of Fame (2015), Motion Picture Club Charity Event honoree (2023).
- Board/leadership: 27+ years with RDI across U.S. and ANZ operations; bridge to film industry stakeholders.
Investment Implications
- Alignment and liquidity: Equity‑heavy pay and no cash STI in 2023–2024 reflect liquidity preservation and put more pay at risk; 2024 option awards introduce upside leverage and potential future selling pressure around single‑year vest dates.
- Governance checks amid control: Dual executive/board roles in a controlled company can raise independence concerns; independent Audit and Compensation Committees, a Lead Independent Director, trading/pledging restrictions, and a clawback policy mitigate some risks.
- Vesting overhang/trading signals: Multiple RSU/PRSU tranches vest in 2025–2026 (and through 2027), creating periodic supply windows; monitor Form 4s for net share settlements/sales around vest dates.
- CIC economics: With no cash severance multiple and equity limited in value at current baselines, CIC‑related payout sensitivity is primarily from equity acceleration; 2024 year‑end estimate was ~$139k.
- Performance headwinds: Continued net losses and subdued TSR context suggest pay decisions are conservative; sustained improvement in cinema fundamentals and asset monetization (e.g., Cannon Park sale proceeds earmarked for debt reduction) are catalysts to watch alongside incentive vesting and plan share reserve usage.