Guy Adams
About Guy Adams
Guy W. Adams (age 74) has served on Reading International’s Board since January 14, 2014. He is an Independent Director who chairs the Executive Committee, sits on the Audit and Conflicts Committee and the Compensation and Stock Options Committee, and serves as Lead Technology and Cyber Risk Director. He holds a B.S. in Petroleum Engineering from LSU and an MBA from Harvard Business School, and was recognized as an NACD Governance Fellow in 2017. The Board affirms his independence under Nasdaq Listing Rule 5605(a)(2).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lone Star Steakhouse & Saloon (public) | Independent Director | Not disclosed | Held roles including Lead Director, Audit Chair, Comp Chair |
| Mercer International (public) | Independent Director | Not disclosed | Held roles including Lead Director, Audit Chair, Comp Chair |
| Exar Corporation (public) | Independent Director | Not disclosed | Held roles including Lead Director, Audit Chair, Comp Chair |
| Vitesse Semiconductor (public) | Independent Director | Not disclosed | Held roles including Lead Director, Audit Chair, Comp Chair |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Avem Health Partners, Inc. | Chairman of the Board | Since 2019 | Healthcare management company |
| GWA Capital Partners, LLC | Managing Member | 23+ years | Invests in/advises private companies |
| GWA Advisors, LLC | Managing Member | 23+ years | Invests in/advises private companies |
Board Governance
- Independence and structure: RDI is a “controlled company” under Nasdaq rules but maintains Audit and Compensation Committees comprised entirely of Independent Directors; the Board identifies Adams as independent.
- Roles: Adams chairs the Executive Committee (with Chair, Vice-Chair, and Comp Chair) such that at least one non-management member must concur for actions; he is also Lead Technology and Cyber Risk Director, liaising with management on cyber/IT risk and surfacing issues to the Board.
- Attendance: In 2024, the Board met 21 times; Audit met 4 times; Compensation met 6 times; Executive Committee did not meet. Each director attended at least 75% of Board and committee meetings; all incumbent directors attended the 2024 Annual Meeting.
| Committee | 2024 Meetings | Composition/Chair | Adams’ Role |
|---|---|---|---|
| Board of Directors | 21 | Majority Independent; Controlled company status noted | Director; ≥75% attendance (all directors at least) |
| Audit & Conflicts | 4 | All Independent; Chair: Douglas McEachern; Audit Committee Financial Expert | Member |
| Compensation & Stock Options | 6 | All Independent; Chair: Dr. Judy Codding | Member |
| Executive | 0 | Members: Adams (Chair), M. Cotter (Chair), E. Cotter (Vice-Chair), Codding (Comp Chair); ≥1 non-management concurrence required | Chair |
Fixed Compensation
| Year | Cash Fees (Total) | Components |
|---|---|---|
| 2024 | $82,500 | Base Director $50,000; Audit Member $10,000; Comp Member $7,500; Lead Technology & Cyber Risk Director $15,000 |
Performance Compensation
| Grant Date | Instrument | Number of Options | Fair Value (Proxy “Stock Awards”) | Vesting | Notes |
|---|---|---|---|---|---|
| Dec 5, 2024 | Stock Options | 78,384 | $70,000 (FASB ASC 718) | Vests in full on Dec 4, 2025 | Director equity for 2024 issued as stock options |
- No performance metrics were disclosed for director equity; awards are time-based option grants that vest in full on the stated vest date.
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Avem Health Partners, Inc. | Private | Chairman | No RDI-related interlock disclosed |
| Lone Star Steakhouse & Saloon | Public (historical) | Independent Director; roles incl. Lead Director/Audit/Comp Chair | No RDI-related interlock disclosed |
| Mercer International | Public (historical) | Independent Director; roles incl. Lead Director/Audit/Comp Chair | No RDI-related interlock disclosed |
| Exar Corporation | Public (historical) | Independent Director; roles incl. Lead Director/Audit/Comp Chair | No RDI-related interlock disclosed |
| Vitesse Semiconductor | Public (historical) | Independent Director; roles incl. Lead Director/Audit/Comp Chair | No RDI-related interlock disclosed |
- Related-party/affiliation history: Adams served as an advisor in his individual capacity to James J. Cotter, Sr. prior to his passing and during part of the estate administration; until 2018 he also provided services to captive insurance companies owned by Cotter family members for agricultural activities. The Board nonetheless affirms his independence under Nasdaq rules. The Audit Committee oversees related-party transactions.
Expertise & Qualifications
- Financial and governance: Extensive experience as independent director including serving as lead director and chairing audit and compensation committees; NACD Governance Fellow (Dec 2017).
- Technology/cyber oversight: Appointed Lead Technology and Cyber Risk Director, coordinating with CEO, CFO, CIO, and General Counsel to assess needs and implement policies, and ensuring timely Board consideration.
- Education: B.S. Petroleum Engineering (LSU); MBA (Harvard Business School).
- Thought leadership: Speaker on governance at the Council of Institutional Investors, USC Corporate Governance Summit, and University of Delaware Distinguished Speakers Program.
Equity Ownership
| Record Date | Class A Shares Beneficially Owned | % of Class A | Breakdown (Direct vs Options) |
|---|---|---|---|
| Oct 14, 2025 | 225,751 | * (<1%) | 78,148 direct; 147,603 subject to stock options (exercisable/vesting within 60 days) |
- Policy context: RDI has a Stock Ownership Policy for directors and senior executives, but compliance has been postponed until December 31, 2026 given industry conditions; the Supplemental Insider Trading Policy restricts certain hedging transactions.
Governance Assessment
-
Strengths
- Independent director with deep governance experience, currently chairs the Executive Committee and serves on both Audit and Compensation, enhancing independent oversight across key committees.
- Designated Lead Technology and Cyber Risk Director role formalizes Board-level cyber risk oversight and management engagement.
- Attendance threshold met (≥75%) amid a high-volume Board calendar (21 meetings in 2024); all incumbents attended the annual meeting.
- Audit and Compensation Committees are fully independent; Audit Committee has a financial expert and oversees related-party transactions.
-
Watch items / potential RED FLAGS
- Controlled company governance: The Cotter family controls approximately 69% of Class B voting power, which can limit minority shareholder influence despite a largely independent committee structure.
- Historical affiliations: Adams provided advisory services to the late James J. Cotter, Sr. and to family-owned captive insurance entities (through 2018). While the Board deems him independent, these ties warrant continued monitoring, especially around related-party transactions overseen by the Audit Committee.
- Ownership alignment policy deferred: Compliance with the Stock Ownership Policy is postponed until Dec 31, 2026, potentially softening near-term alignment signals despite hedging restrictions.