Robert Smerling
About Robert Smerling
Robert F. Smerling is President of US Cinemas at Reading International, serving since 1994; he is 90 years old and is recognized as a long-standing industry operator who previously led Loews Theatres and helped develop the Lincoln Square IMAX in New York, one of the top-grossing US cinemas. He has been a director of the National Association of Theatre Owners and was honored with the 2024 Bingham Ray Spirit Award at ShowEast, reflecting his industry impact . Company pay-versus-performance context shows cumulative TSR values of $48, $47, and $55 (from a $100 base) in 2024, 2023, and 2022, respectively, alongside net losses of $(35.9) million, $(31.2) million, and $(36.7) million, framing the performance environment for executive incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Loews Theatres (Sony subsidiary) | President | Not disclosed | Oversaw ~600 cinemas, ~6,000 employees; developed Lincoln Square IMAX in NYC |
| USA Cinemas (Boston) | Vice Chair | Not disclosed | Senior leadership across circuit operations |
| Cinemanational Theatres | President | Not disclosed | Led regional cinema operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Association of Theatre Owners | Director | Not disclosed | Industry advocacy and standards for exhibition |
Fixed Compensation
| Component | Year | Detail | Amount |
|---|---|---|---|
| Target annual bonus opportunity | 2015 framework (active in subsequent years) | 30% of base salary for President, US Cinemas | 30% |
| Actual annual bonus | 2017 performance (disclosed in 2018 filings) | Awarded based on company/division/individual goals | $70,439 |
Performance Compensation
| Metric | Weighting | Target/Framework | Actual | Payout | Vesting/Settlement |
|---|---|---|---|---|---|
| Company-wide Operational Metric (Compensation Adjusted EBITDA) | 25% | $43,829k target baseline for 2017 compensation model | 92.46% achievement vs Operational target | Included in bonus determination | Cash bonus; no vesting applicable |
| Company-wide Development Metric | Part of company-wide goals | Development metric in STI framework | 67.5% achievement | Included in bonus determination | Cash bonus; no vesting applicable |
| Division Goals (US Cinemas) | 45% | Capex program, operational strategies, lease negotiations | Determined met by Compensation Committee | Included in bonus determination | Cash bonus; no vesting applicable |
| Individual Objectives | 30% | Personal operational goals within US circuit | Determined met by Compensation Committee | Included in bonus determination | Cash bonus; no vesting applicable |
Equity Ownership & Alignment
- Anti-hedging and trading restrictions: NEOs may not trade in puts/calls or short sales, and certain hedging transactions (e.g., collars, swaps, prepaid forwards, exchange funds) are prohibited . Stock ownership policy compliance has been postponed by the Board until December 31, 2026 given industry headwinds .
- Beneficial ownership table in 2025 lists directors and NEOs; Smerling is not a director and was not a 2024 NEO, so he is not tabulated there .
Outstanding equity awards historically held (Smerling):
| As-of Date | Instrument | Class | Quantity/Units | Exercise Price | Expiration | Notes/Values |
|---|---|---|---|---|---|---|
| Apr 29, 2022 | Stock options (exercisable) | A | 15,748 | $16.44 | 4/11/2023 | NEO table shows legacy options |
| Apr 29, 2022 | Stock options (exercisable) | A | 13,393 | $16.11 | 3/13/2024 | Legacy options |
| Apr 29, 2022 | RSUs (unvested) | A | 970 | — | — | Market value $3,870 at $3.99 close |
| Apr 29, 2022 | RSUs (unvested) | A | 9,566 | — | — | Market value $38,168 at $3.99 close |
| Apr 29, 2022 | RSUs (unvested) | A | 6,377 | — | — | Market value $25,444 at $3.99 close |
| Apr 29, 2022 | PRSUs (unvested) | A | 17,032 | — | — | Market value $67,958 at $3.99 close |
| Apr 29, 2022 | PRSUs (unvested) | A | 7,570 | — | — | Market value $30,204 at $3.99 close |
| Apr 29, 2022 | PRSUs (unvested) | A | 35,072 | — | — | Market value $139,937 at $3.99 close |
| Apr 29, 2022 | PRSUs (unvested) | A | 11,691 | — | — | Market value $46,647 at $3.99 close |
Vesting schedules (historic) from proxy NEO tables:
- RSUs/PRSUs vest across dates including March 10, April 5, April 18, and April 11 in 2023–2026 tranches (units and dates enumerated in NEO tables for Smerling) .
Insider transactions (potential selling pressure trackers):
- Form 4 filings reported for Robert F. Smerling on March 14, 2025 and June 11, 2025, indicating changes in beneficial ownership; see SEC filing detail pages and PDFs .
- Public trackers list April 24, 2025 option-related execution activity for Smerling (validate via Form 4 for exact share counts and prices) .
Employment Terms
| Provision | Terms |
|---|---|
| Employment start date | President, US Cinemas since 1994 |
| Employment agreements | Company disclosures indicate no employment agreements broadly for NEOs in the referenced periods; Smerling historically had retirement benefit but no separate employment agreement disclosed in those tables |
| Retirement benefit | One-time retirement benefit equal to a single year payment based on the average of his two highest total cash compensation years in the last five-year period (approved March 2016) |
| Change-of-control | Accelerated vesting triggers for equity awards include death/disability, unassumed corporate transactions, or termination without cause/for “good reason” within 24 months of change of control |
| Clawback | Nasdaq-compliant Executive Officer Clawback Policy adopted Nov 29, 2023; equity awards subject to clawback/reduction/cancellation/recoupment under the 2020 Stock Incentive Plan |
Retirement benefit amounts disclosed across filings:
| As-of Scenario | Retirement Benefit Amount |
|---|---|
| Dec 31, 2018 scenario | $599,367 |
| Dec 31, 2020 scenario | $458,240 |
| Dec 31, 2021 scenario | $483,538 |
| Dec 31, 2020 (another table) | $464,905 |
Investment Implications
- Alignment and structure: Smerling’s historical incentive design tied 30% target bonus to base salary with explicit weights across company/division/individual goals, suggesting measurable operational accountability in US circuit execution; historically paid cash bonuses when targets were met .
- Equity and pressure signals: Historic RSU/PRSU grants with multi-year vesting and legacy options imply periodic unlocks; 2025 Form 4 filings indicate ongoing changes in beneficial ownership—monitor post-vesting trading windows for potential selling pressure around April/June tranches .
- Risk controls: Anti-hedging/trading restrictions and a formal clawback regime mitigate misalignment risk, while stock ownership guideline enforcement is deferred to end-2026 due to industry headwinds, tempering near-term ownership requirements .
- Transition/retention risk: The existence of a pre-approved one-time retirement benefit and Smerling’s tenure/age profile point to eventual transition planning; investors should track Form 4s, vesting calendars, and any Item 5.02 updates for succession signals .