Gilbert Avanes
About Gilbert Avanes
Gilbert Avanes is Executive Vice President, Chief Financial Officer and Treasurer of Reading International (RDI), appointed on November 5, 2019; he has served the company since August 2007 in finance roles and was Interim CFO from January 24, 2019 through November 4, 2019. He is 51, a U.S. CPA and Canadian CPA (CPA, CGA), with an MBA from Laurentian University and a Bachelor of Commerce in Accounting and Finance from Toronto Metropolitan University; prior to RDI, he spent a decade in finance and accounting roles at Toronto-Dominion Bank Financial Group in Toronto, Canada . Company pay-versus-performance disclosures show cumulative TSR at $48 in 2024 and net income of $(35,898,000) in 2024, indicating continued earnings pressure during his tenure as CFO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Reading International | EVP, Chief Financial Officer & Treasurer | Nov 5, 2019 – present | Principal financial officer; oversees corporate finance and treasury |
| Reading International | Interim Chief Financial Officer & Treasurer | Jan 24, 2019 – Nov 4, 2019 | Continuity of finance leadership during transition |
| Reading International | Vice President, Financial Planning & Analysis | Jan 2016 – Jan 2019 | Led FP&A; budgeting and performance analysis |
| Reading International | Senior Director, Financial Planning & Analysis | Jan 2012 – Dec 2015 | Advanced FP&A responsibilities |
| Reading International | Senior Finance Manager / Consultant | Aug 2007 – Dec 2011 | Corporate finance support and analysis |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Toronto-Dominion Bank Financial Group (Canada) | Various finance and accounting roles | ~10 years (dates not disclosed) | Developed core finance and accounting expertise applicable to CFO role |
Fixed Compensation
| Metric ($USD) | 2019 | 2020 | 2021 |
|---|---|---|---|
| Base Salary | $275,000 | $340,000 | $340,000 |
| Restricted Stock Awards (Grant-Date Fair Value) | $37,500 | $173,400 | $195,000 |
| Option Awards (Grant-Date Fair Value) | $37,500 | — | — |
| Non-Equity Incentive Plan Compensation | — | — | $170,000 |
| All Other Compensation | $14,087 | $11,400 | $11,600 |
| Total Compensation | $364,087 | $524,800 | $716,600 |
Notes: No STI cash bonuses were paid to executive officers for 2019; for 2024, the Compensation Committee did not grant STI cash bonuses and instead used stock options to conserve liquidity (see Performance Compensation) .
Performance Compensation
Key LTI/STI Structure and 2024 Option Substitution
| Item | Details |
|---|---|
| STI approach (2024) | No STI cash bonuses; stock options granted in numbers tied to potential cash bonuses based on Company and individual goals |
| Option exercise price (2024) | $1.43 per share (market price) |
| Vesting (2024 options) | One-year vesting period |
| Term (2024 options) | Five-year exercise period |
| 2023 achievements → grants (issued Apr 2024) | For executives who achieved 2023 goals, options were granted; amount calculated as would-be cash bonus divided by average of high/low trading prices on grant date |
| PRSU vesting (2024 performance) | Committee determined certain corporate performance criteria were met; portions of outstanding PRSUs issued prior to 2024 vested based on 2024 performance |
Notable Award Data
| Grant Year | Instrument | Shares (#) | Fair Value ($) | Pricing Basis ($/share) |
|---|---|---|---|---|
| 2020 | Stock awards (RSUs and/or options under 2010 Plan) | 24,530 | $150,000 | $6.12 (avg high/low on Mar 10, 2020) |
Notes: RDI’s LTI program uses time-vested RSUs and performance-based PRSUs to align executives with stockholder value; clawback applies to LTIs per Nasdaq rules adopted in 2023 .
Equity Ownership & Alignment
| Year | Class A Shares Beneficially Owned | Class A % | Class B Shares Beneficially Owned | Class B % | Basis (Shares Outstanding) |
|---|---|---|---|---|---|
| 2020 (Record: Sept 30, 2020) | 15,106 | * (<1%) | — | — | 20,068,606 Class A; 1,680,590 Class B |
| 2022 (Record: Oct 26, 2022) | 36,726 | * (<1%) | — | — | 20,363,234 Class A; 1,680,590 Class B |
- Stock ownership policy: Minimum stock ownership levels exist for directors and senior executives, but compliance is postponed until December 31, 2026 given industry headwinds .
- Hedging/short sales: Executives may not engage in hedging transactions (e.g., collars, swaps, forward contracts, exchange funds) and may not trade in puts/calls or short sell the Company’s stock .
- Pledging: No pledging permitted by directors or Section 16 officers without prior notice to the Compliance Officer and Audit Committee Chair .
- Clawback: 2023 Executive Officer Clawback Policy adopted; all LTIs and proceeds are subject to clawback, reduction, cancellation, forfeiture, and recoupment as required by law/Nasdaq rules .
Employment Terms
- Appointment/date: Appointed EVP, CFO & Treasurer on November 5, 2019; Interim CFO from January 24, 2019 to November 4, 2019 .
- Employment agreements: As of December 31, 2024, NEOs had no employment agreements in place; benefits upon termination are primarily via stock plan provisions .
- Change-in-control and accelerated vesting: Employee awards accelerate upon (i) death/disability; (ii) certain corporate transactions where awards are not replaced with substantially equivalent awards; or (iii) termination without cause or for “good reason” within 24 months of a change of control (double-trigger) .
- Directors’ RSUs: Accelerate immediately upon a change of control .
- Golden parachute tax gross-ups: None (explicitly prohibited) .
- Single-trigger payments: Not provided (Company policy states “NO single trigger” for NEOs) .
- Insider trading controls: Supplemental Insider Trading Policy restricts trading in Company stock by directors/executives .
Investment Implications
- Ownership alignment: Avanes’ disclosed beneficial ownership is less than 1% of Class A across reported years (15,106 in 2020; 36,726 in 2022), reflecting limited personal stake relative to total shares outstanding; however, RDI maintains stock ownership policies (compliance deferred to end-2026) and prohibits hedging/short selling to support alignment .
- Compensation mix and liquidity stance: RDI shifted 2024 compensation toward equity (options) to conserve cash, with one-year vesting and five-year terms, tying option grant amounts to would-be STI bonuses—this increases equity-linked incentives while potentially creating future selling pressure as awards vest .
- Retention risk: With no bespoke employment agreements and change-in-control benefits primarily via plan-based accelerated vesting, retention levers center on ongoing LTI grants and Company performance vesting outcomes rather than cash severance multiples .
- Governance protections: Clawback policy (2023), anti-hedging/short-sale rules, and prohibition on golden parachute tax gross-ups reduce shareholder-unfriendly practices and align incentive structures with long-term value creation .
- Performance backdrop: Company-level TSR ($48 in 2024) and negative net income (2024: $(35.9)M) highlight a challenged operating environment; ongoing use of PRSUs linked to corporate performance suggests future payouts will be sensitive to delivering improved fundamentals .