Mark Douglas
About Mark Douglas
Mark D. Douglas is Managing Director, Australia & New Zealand, overseeing Reading’s international cinema and real estate operations; he joined the company in 1999, became National Operations Manager (cinema) in 2001, spent 2005–2018 in real estate development roles, and was appointed Managing Director on July 1, 2018. He is 55, holds an MBA from Deakin University (Geelong, Victoria), and is a registered Certified Practicing Accountant with CPA Australia . Company performance in his recent tenure shows revenue fell from $222.7M in FY2023 to $210.5M in FY2024, EBITDA declined, and cumulative TSR indices were 55 (2022), 47 (2023), 48 (2024); net income remained negative over 2022–2024 . Values with asterisks are retrieved from S&P Global.
Company Performance During Douglas’s Recent Tenure
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $203,115,000 | $222,744,000 | $210,527,000 |
| EBITDA ($USD) | -$4,334,000* | $8,112,000* | $3,169,000* |
| Net Income ($USD) | -$36,660,000 | -$31,185,000 | -$35,898,000 |
| TSR (Index; $100 at 12/31/2020) | 55 | 47 | 48 |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Reading International (Australia & NZ) | Managing Director | 2018–present | Oversees international cinema and real estate operations |
| Reading International (Real Estate) | Director Property Development; Development Manager; GM Property | 2005–2018 | Led real estate development and management initiatives |
| Reading International (Cinema/Finance) | Finance; National Operations Manager (Cinema) | 1999–2004 (NOM from 2001) | Transitioned from finance to cinema operations leadership |
| Myer Stores | Business management & administration roles | Pre-1999 | Retail operations and administration background |
Fixed Compensation
- Specific base salary, target bonus, and actual bonus for Mark Douglas are not disclosed in the proxy; only Named Executive Officers (NEOs) have detailed compensation tables .
- For 2024, the Compensation Committee did not pay cash STI bonuses and instead issued stock options (exercise price $1.43), with a one-year vesting period and five-year term; NEO base salaries were held flat and no LTI RSU grants were issued for 2024 due to liquidity management and industry headwinds .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Short-Term Incentive (2024) | Company and individual goals (specific metrics not disclosed) | Not disclosed | Not disclosed | Not disclosed | Cash STI not paid; options granted in lieu (exercise $1.43) | Options vest in 1 year; 5-year exercise period |
| RSUs (Management structure) | Time-based and performance-based components | 75% time / 25% performance (management); CEO 50%/50% | Performance conditions added since 2020 (details not disclosed) | Not disclosed for Mark | Share vesting per schedule | 75% vests evenly over 4 years; remaining 25% vests in full on 3rd anniversary upon performance achievement |
| PRSUs | Performance metrics (details not disclosed) | Not disclosed | Not disclosed | Portion tied to 2024 performance determined to vest for outstanding PRSUs issued prior to 2024 | Shares vest upon metric achievement | Typically vest at 3-year mark based on performance; some vesting confirmed for 2024 performance |
Note: Award counts and specific metric targets/weights for Mark Douglas are not disclosed; rows reflect Reading’s program structures and 2024 decisions .
Equity Ownership & Alignment
| Holder | Class A Shares | Class A % | Class B Shares | Class B % |
|---|---|---|---|---|
| All directors and executive officers as a group (14 persons) | 6,151,215 | 29.2% | 1,208,988 | 71.9% |
- Individual beneficial ownership for Mark Douglas is not itemized in the proxy; group totals include RSUs and options vesting within 60 days of the record date .
- Policies: Executive Clawback Policy (adopted Nov 29, 2023) applicable to executive officers including managing directors; anti-put/call/short sales; anti-hedging (e.g., collars, swaps, PVFs, exchange funds) .
- Stock Ownership Policy sets minimums for directors/senior executives, but compliance has been postponed until December 31, 2026 due to industry conditions .
Employment Terms
- No individual employment agreement, severance multiple, non-compete, or non-solicit terms for Mark Douglas are disclosed in the proxy (employment agreements for NEOs were not in place as of 12/31/2024) .
- Equity award acceleration: employees’ awards accelerate upon (i) death/disability, (ii) certain corporate transactions if 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 (if equivalent awards not substituted); director RSUs accelerate immediately upon change of control .
- Clawback: Executive Officer Clawback Policy applies to executive officers, including managing directors of Reading Australia/New Zealand .
Investment Implications
- Alignment: Douglas’s compensation leans toward equity instruments with clawback and anti-hedging provisions, supporting alignment but with delayed stock ownership policy compliance until end-2026, which moderates near-term ownership rigor .
- Near-term vesting/overhang: 2024 options issued in lieu of cash STI vest after one year with a five-year term, potentially creating exercise-related supply dynamics around vesting; actual grants for Douglas are not disclosed .
- Execution risk: Company-level headwinds (negative net income and declining EBITDA*, with TSR indices in the 47–55 range over 2022–2024) heighten operational and liquidity focus in Australia/New Zealand operations under Douglas’s remit . Values retrieved from S&P Global.*
- Governance mitigants: Clawback, anti-hedging, and equity acceleration rules provide both accountability and retention mechanisms; absence of disclosed individual employment protections for Douglas suggests fewer guaranteed cash severance obligations .