John Goeddel
About John Goeddel
Executive Vice President and Chief Information Officer at Reading International (RDI); appointed to EVP, CIO on December 8, 2021 and an employee since December 2003 . Age 62 as disclosed in the 2025 proxy . Brings over 40 years of information technology and motion picture cinema operations experience, including 25 years at Decurion in Beverly Hills, CA . Education: Bachelor’s in Business Administration with an IT concentration from Colorado Technical University . Company-level compensation framework emphasizes alignment with shareholder value through time-vested RSUs and PRSUs, with pay-versus-performance disclosures tied to cumulative TSR and net income trends in recent proxies .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Reading International (RDI) | EVP, Chief Information Officer | Dec 8, 2021–Present | Executive technology leadership supporting cinema operations and corporate IT |
| Reading International (RDI) | Vice President, Chief Information Officer | Prior to Dec 8, 2021 | Senior IT leadership bridging corporate systems and exhibition operations |
| Reading International (RDI) | Chief Information Officer | 2016 | CIO role overseeing company-wide IT |
| Reading International (RDI) | Director of Information Technology | Dec 2003–2016 | Built and ran IT platforms for exhibition and corporate functions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Decurion (Beverly Hills, CA) | Various IT and cinema operations roles | 25 years | Deep operational and IT domain experience in theatrical exhibition |
Fixed Compensation
- Not disclosed for Goeddel: RDI’s Summary Compensation Table lists NEOs (PEO and two other most highly compensated executives) and excludes Goeddel, so no base salary/bonus figures are publicly reported for him in recent proxies .
Performance Compensation
- Long-term incentive design: RDI grants time-vested RSUs and performance RSUs (PRSUs); RSUs may be earned over time or upon attainment of performance criteria set by the Board under the 2020 Stock Incentive Plan . Pay-versus-performance discussion in recent proxies ties compensation actually paid to cumulative TSR and net income, reinforcing shareholder-aligned outcomes .
- Vesting and acceleration terms (plan-level): Unvested RSUs and SARs are forfeited upon termination, with specified post-termination exercise windows for SARs; equity awards may accelerate upon death or disability, and feature double-trigger change-of-control acceleration (termination without cause or for “good reason” within 24 months if awards aren’t replaced with substantially equivalent awards) for employees .
| Award Type | Key Features | Clawback / Restrictions |
|---|---|---|
| RSUs | Time-vest; forfeiture upon termination; standard vesting schedules per grant | Subject to clawback under Nasdaq-compliant 2023 policy; anti-hedging and anti-short sale restrictions apply |
| PRSUs | Vest upon performance criteria established by Board; subject to change-of-control double-trigger terms | Same clawback and trading restrictions as RSUs |
| SARs/Options | SARs forfeited if unvested at termination; limited post-termination exercise windows; options governed by plan terms | Subject to plan clawback/forfeiture provisions |
Equity Ownership & Alignment
- Stock Ownership Policy: CEO must own 6x base salary; other NEOs 1x base salary; outside directors 3x annual base director fee. Board initially provided a five-year compliance window from adoption (2017), confirmed compliance as of the measurement date in 2022; later waived compliance for 2022 and postponed compliance until December 31, 2026 in light of industry conditions .
- Trading and hedging restrictions: Executives are prohibited from trading puts/calls, short sales, and engaging in specified hedging transactions (zero-cost collars, equity swaps, prepaid variable forwards, exchange funds) .
- Clawback: Nasdaq-compliant Executive Officer Clawback Policy adopted November 29, 2023 applies to executive officers, including Executive Vice Presidents; equity awards under the 2020 plan are subject to clawback/recoupment to comply with applicable law and listing rules .
- Beneficial ownership: Not disclosed specifically for Goeddel in proxy beneficial ownership tables, which enumerate directors and NEOs; therefore, total beneficial holdings and percentage of outstanding shares for Goeddel are not available from recent proxies .
| Alignment Mechanism | Requirement / Status | Notes |
|---|---|---|
| Stock Ownership Guidelines | CEO: 6x salary; other NEOs: 1x salary; directors: 3x fee | Compliance postponed until Dec 31, 2026 ; 2022 compliance waived |
| Anti-Hedging / Short Sale | Prohibited for executives | Limits hedging/derivative strategies that could misalign incentives |
| Clawback Policy | Adopted Nov 29, 2023; applies to executive officers | Enforces recovery of incentive compensation per Nasdaq rules |
Employment Terms
- Employment agreements: As of December 31, 2023, the proxies disclose no employment agreements for NEOs; no individual employment agreement for Goeddel is disclosed .
- Change-of-control and severance economics: Equity awards include double-trigger change-of-control vesting (termination without cause or for “good reason” within 24 months where awards aren’t replaced), with acceleration also upon death/disability; otherwise, unvested RSUs/SARs are forfeited upon termination .
- Plan governance and administration: Compensation and Stock Options Committee administers the 2020 Stock Incentive Plan, with authority to grant and set terms; awards are subject to clawback, reduction, cancellation, forfeiture, and recoupment under applicable laws and listing rules .
Say‑on‑Pay & Shareholder Feedback
| Proposal | For | Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| 2021 Say‑on‑Pay (Advisory) | 1,335,965 | 4,175 | 131 | 21,992 |
- Section 16(a) compliance: The 2025 proxy reports that all executive officers and directors complied with Section 16(a) reporting requirements during 2024 .
Investment Implications
- Retention risk appears low given long tenure (at RDI since 2003) and progression through senior IT roles culminating in EVP, CIO; however, no disclosed retention bonuses or guaranteed severance for Goeddel, with economics largely plan‑based via equity terms and clawbacks .
- Insider selling pressure risk is mitigated by strict anti‑hedging and anti‑put/call/short sale policies, though absence of disclosed individual holdings for Goeddel limits analysis of potential liquidity events; Section 16 compliance for 2024 reduces reporting risk .
- Pay‑for‑performance alignment at the company level leverages RSUs/PRSUs and pay‑versus‑performance/TSR disclosures; lack of Goeddel‑specific compensation metrics or PSU targets/weightings in proxies limits precision in assessing his individual incentive levers .
- Governance and policy coverage (Nasdaq‑compliant clawback; Compensation Committee best practices; controlled company disclosures; consultant usage) support oversight, while the Board’s postponement of stock ownership guideline compliance to 2026 reflects industry stress and may temper near‑term alignment optics .