Margaret Cotter
Executive Vice President, Real Estate Management and Development at READING INTERNATIONAL
Executive
Board
About Margaret Cotter
Margaret Cotter (age 57) is Chair of the Board and Executive Vice President – Real Estate Management & Development at Reading International, Inc. (RDI). She joined the Board in 2002, served as Vice-Chair (2014–2020), and was elected Chair on December 8, 2020; she became EVP on March 10, 2016, overseeing development, management, and leasing of 44 Union Square and U.S. real estate plus the Live Theatres business . She graduated from Georgetown University and Georgetown University Law Center and previously served as a prosecutor in the Brooklyn District Attorney’s office . RDI’s recent performance context: cumulative TSR based on a fixed $100 investment declined from $55 (2022) to $47 (2023) and $48 (2024), while net income was negative in 2022–2024, reflecting cinema and real estate headwinds .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Reading International, Inc. | Vice-Chair of the Board | 2014–2020 | Governance leadership prior to election as Chair; continuity with controlling shareholder group |
| Reading International, Inc. | Chair of the Board | 2020–present | Board leadership in a controlled company; presiding officer at annual meetings |
| Reading International, Inc. | EVP – Real Estate Mgmt & Development | 2016–present (appointed Mar 10, 2016) | Oversight of 44 Union Square redevelopment; leasing, development, and U.S. real estate portfolio |
| OBI, LLC | Owner & President | 2002–2016 | Managed Reading’s live theatre operations and development services under contract until EVP appointment |
| Liberty Theaters, LLC | President | 2002–2016 (part of OBI arrangement) | Services for development of NY theatre and cinema properties |
| Brooklyn District Attorney | Assistant District Attorney | — (not disclosed) | Legal and enforcement background; prosecutorial experience |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cecelia Packing Corporation | Director | Current | Family-owned citrus enterprise; external business oversight |
| League of Off-Broadway Theaters and Producers | Board member | Long-term (prior) | Theatre industry network; production trend insights |
| James J. Cotter Estate (Co-Executor) | Co-Executor | Current | Controls estate holdings including RDI shares and real estate entities |
| James J. Cotter Living Trust (Co-Trustee) | Co-Trustee | Current | Oversees trust holdings including RDI Class A shares |
| James J. Cotter Foundation (Co-Trustee) | Co-Trustee | Current | Stewardship of philanthropic entity holding RDI shares |
| James J. Cotter Education Trust #1 | Sole Trustee | Current | Trustee for trust holding RDI Class A shares |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 479,250 | 479,250 |
| Restricted Stock Awards ($) | 195,000 | — (none granted) |
| Option Awards ($) | — (none in 2023) | 102,991 |
| Non-Equity Incentive (STI) ($) | — (not paid) | — (not paid; options issued instead) |
| All Other Compensation ($) | 14,830 | 14,830 |
| Total ($) | 689,080 | 597,071 |
Notes:
- 2024 STI cash bonuses were not paid; the Compensation Committee granted stock options in lieu of STI cash, with exercise price $1.43, 1-year vesting, and 5-year term, sized to potential cash bonus achievements .
Performance Compensation
Equity Award Structure (Incentives and Vesting)
| Award type | Grant/Terms | Quantity | Vesting schedule | Fair value/price |
|---|---|---|---|---|
| Stock Options (Class A) | Legacy option grant | 129,885 | Exercisable; expiration 6/5/2034 | $1.47 exercise price |
| Stock Options (Class A) | 2024 STI-in-lieu | — (size tied to potential bonus; aggregate option value $102,991 in SCT) | Vests 1 year; 5-year term | $1.43 exercise price |
| RSUs | Time-based tranches | 5,677 | Vest 4/5/2025 | $7,494 MV @ $1.32 on 12/31/2024 |
| RSUs | Time-based tranches | 8,768 | Vest 4/18/2025 and 4/18/2026 | $23,148 MV @ $1.32 on 12/31/2024 |
| PRSUs | Performance-based | 7,911 | Vest 4/18/2025 | $10,443 MV @ $1.32 on 12/31/2024 |
| RSUs | Time-based tranches | 11,390 (per year) | Vest 4/21/2025, 4/21/2026, 4/21/2027 | $45,104 MV (total) @ $1.32 on 12/31/2024 |
| PRSUs | Performance-based | 15,187 | Vest 4/21/2026 | $20,047 MV @ $1.32 on 12/31/2024 |
Additional details:
- The Compensation Committee affirmed that certain corporate performance criteria were met for 2024, causing applicable pre-2024 PRSUs to vest; specific metric definitions/weightings were not disclosed .
- Anti-hedging and anti-short-sale restrictions apply to NEOs; an Executive Officer Clawback Policy was adopted on November 29, 2023, and all equity awards are subject to clawback consistent with Nasdaq rules .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership – Class A | 2,661,759 shares; 12.7% of Class A outstanding |
| Total Beneficial Ownership – Class B (voting) | 1,158,988 shares; 69.0% of Class B outstanding |
| Direct Class A; Options (Class A) | 853,718 direct Class A; 129,885 Class A options |
| Direct Class B; Other B voting arrangements | 342,266 direct Class B; 100,000 Class B held by the Cotter Estate; plus 307,166 Class B owned by Ellen M. Cotter where Margaret has sole voting power and shared dispositive power pending a definitive agreement; plus 327,808 Class B (from Estate) and 81,747 Class B (from Living Trust) to be distributed to a trust for Margaret’s children with Margaret holding sole voting/dispositive power |
| Shares pledged as collateral | Not disclosed |
| Stock ownership guidelines | Stock Ownership Policy exists; compliance postponed until December 31, 2026 due to industry conditions |
| Hedging/derivative restrictions | Hedging (e.g., collars, swaps, exchange funds), puts/calls, and short sales prohibited for NEOs |
Employment Terms
| Provision | Margaret Cotter |
|---|---|
| Employment agreement | None disclosed |
| Severance (salary+bonus multiples) | None disclosed |
| Change-of-control triggers | Accelerated vesting for employees upon death/disability, in certain corporate transactions where awards aren’t replaced, or termination without cause/for “good reason” within 24 months of change-in-control; non-employee director RSUs accelerate upon change-of-control |
| Estimated payments (termination without cause) | $0 severance; values not disclosed for options; health benefits not disclosed |
| Estimated payments (termination tied to change-in-control) | Value of vested stock awards: $61,690; no severance/options values disclosed |
| Clawback | Executive Officer Clawback Policy adopted Nov 29, 2023; plan-level clawback |
| Non-compete / non-solicit | Not disclosed |
Board Governance (service history, committees, independence)
- Board service: Director since 2002; Vice-Chair (Aug 7, 2014–Dec 7, 2020); Chair since Dec 8, 2020 .
- Committee roles: Executive Committee member; Compensation decisions involving Ellen M. Cotter or Margaret Cotter require full Board review/approval beyond the independent Compensation Committee’s recommendations .
- Attendance: In 2024, the Board met 21 times; Audit 4; Compensation 6; all directors attended ≥75% of their meetings .
- Independence: RDI is a “controlled company”; Chair Margaret Cotter and Vice-Chair/CEO Ellen Cotter collectively control ~72% of Class B voting power; Board maintains majority independent directors and independent Audit and Compensation Committees .
- Lead roles: Lead Independent Director (Douglas McEachern); Lead Technology and Cyber Risk Director (Guy W. Adams) .
Director Compensation (context for dual roles)
- No separate Chair or Vice-Chair director fee when held by an Executive Officer (applies to Margaret Cotter) .
Pay vs Performance (context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Shareholder Return (index value of $100) | $55 | $47 | $48 |
| Net Income ($) | (36,660,000) | (31,185,000) | (35,898,000) |
Related Party Transactions (conflicts/controls)
- Sutton Hill Capital/Village East: RDI subtenant to SHC; fixed rent $590,000 annually in recent years; rent deferrals during the industry downturn; deferred/unpaid rent totaled $1.18 million at Sep 30, 2025 .
- Option to acquire Village East ground lease/improvements (Village East Assets) exercised for $5.9 million; closing extensions; asset booked at $4.7 million with corresponding capital lease liability of $5.9 million .
- PSA to acquire Sutton Hill Associates general partnership interests (parent of SHC) from Cotter Estate and Forman Trust for $1; RDI to guarantee third-party notes totaling ~$13.65 million at 4.75% interest, maturing Sep 30, 2035 (Audit Committee reviewed/approved due to Cotter Estate involvement) .
- Working capital loan extended to Sutton Hill Properties since 2022; balance $7.89 million at Sep 30, 2025; interest tied to Bank of America facility (9.75% p.a.) and approved by the Audit Committee .
Compensation Structure Analysis
- Cash vs equity mix: 2024 maintained base salaries; no STI cash paid; equity used for retention and liquidity preservation (options granted in lieu of cash bonus; RSUs/PRSUs continued) .
- Shift toward options: 2024 options granted at $1.43, 1-year vest, 5-year term, sized to potential STI achievements .
- Governance safeguards: Independent Compensation Committee with AON as consultant; clawback policy implemented; hedging/short sale prohibitions .
Compensation Peer Group and Say-on-Pay
- Consultant: AON engaged as independent compensation advisor (since 2019) .
- Say-on-Pay outcomes: 2023 and 2024 say-on-pay votes approved; Board/Compensation Committee considered results; 2025 proxy indicates Advisory Vote expected to pass given ~72% controlled voting block .
Equity Plan Overhang & Potential Dilution (trading signal)
- Shares reserved: As of April 18, 2025, 5,721,807 Class A and 200,000 Class B available under the 2020 Stock Plan; plus 834,246 Class A reserved via prior forfeitures for a total of 6,556,053 Class A available for ISOs .
- Dilution/overhang (Oct 15, 2024 snapshot): Class A dilution 27.6%; overhang 35.7%; Class B dilution/overhang 11.9% .
Investment Implications
- Alignment high but concentrated: Margaret Cotter holds effective voting control (69% of Class B and shared blocks), aligning incentives with the Cotter family’s long-term stewardship; however, controlled company status and combined Chair/EVP role present independence and governance risk for minority holders .
- Liquidity-preserving pay design: Substitution of options for STI cash and continued RSU/PRSU grants signal conservative cash management; upcoming vesting dates (2025–2027) could create periodic supply, though hedging/short sale prohibitions and insider trading policies temper near-term selling risk .
- Operational and performance headwinds: Negative net income across 2022–2024 and TSR declines in 2023–2024 underscore execution risk in cinema and real estate businesses; monitoring of 44 Union Square leasing and U.S. theatre performance is critical .
- Related party exposure: Village East/SHC transactions, the planned acquisition of SHA with guaranteed third-party notes, and intra-entity loans elevate related-party and refinancing risks, albeit with Audit Committee oversight; terms (4.75% notes to 2035; $7.89 million loan at 9.75%) merit close tracking .
- Dilution risk: Large stock plan overhang (Class A 35.7% overhang) could pressure Class A valuation upon broad-based grants or vesting; say-on-pay approvals are likely given control but investor attention to equity burn remains warranted .
Overall: The compensation framework emphasizes equity-based retention and liquidity conservation, with strong personal capital alignment via voting control. Key watch items for investors include (i) equity overhang utilization, (ii) vesting-driven supply and any Form 4 activity, (iii) progress on real estate monetization/leases (44 Union Square), and (iv) management of related-party obligations and refinancing timelines .