Steve Lucas
About Steve Lucas
Steven J. Lucas, 55, is Vice President, Controller, and Chief Accounting Officer (CAO) at Reading International (RDI). He joined RDI’s accounting group in 2011, served as Asia Pacific Controller (2011–2015), and was appointed VP, Controller & CAO in 2015. Lucas is a Chartered Accountant (CA ANZ, 23+ years) with prior 16+ years at Arthur Andersen and Ernst & Young; he holds a BA in English Literature and History and a Postgraduate Diploma in Accounting from Victoria University of Wellington. Company performance context during his tenure shows mixed but improving trends: Q3 2025 EBITDA rose 26% YoY and marked the fifth straight positive quarter, while nine‑month 2025 EBITDA improved 372% versus 2024; revenues dipped 13% YoY in Q3, but nine‑month net loss improved 65% versus prior year. Pay‑versus‑performance disclosures show cumulative TSR values of $55 (2022), $47 (2023), $48 (2024) on a $100 base, alongside net losses for those years.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Reading International | Asia Pacific Controller | 2011–2015 | Led regional accounting oversight and controls across Australia/NZ; foundation for later CAO responsibilities. |
| Reading International | VP, Controller & CAO | 2015–present | Principal accounting officer; supports SEC reporting, internal controls, and equity compensation administration. |
| Arthur Andersen; Ernst & Young | Audit/Advisory roles | ~1995–2011 (16+ years) | Big‑Four experience underpinning GAAP/IFRS rigor and audit readiness. |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chartered Accountants Australia & New Zealand | Member (Chartered Accountant) | 23+ years | Professional accreditation supporting technical accounting leadership. |
| Victoria University of Wellington | BA; PG Dip Accounting | N/A | Formal training in accounting and governance disciplines. |
Fixed Compensation
- Not disclosed for Lucas (he is not a Named Executive Officer in the proxy). Skip if not disclosed.
Performance Compensation
| Award Type | Grant Date | Quantity | Strike/Exercise | Vesting Schedule | Performance Metric | Certification Status | Payout/Settlement |
|---|---|---|---|---|---|---|---|
| RSUs (time‑vested) | Apr 18, 2022 | 14,743 | N/A | 25% annually on Apr 18, 2023/2024/2025/2026 (contingent on continued service) | N/A | N/A | 3,686 units vested 04/18/2025; beneficial ownership after transaction: 55,636 shares |
| PRSUs (performance‑vested) | Apr 18, 2022 | 4,914 | N/A | Cliff vest on Apr 18, 2025 (service plus performance) | Multi‑year PRSU criteria (2022–2024); 2022 certified at 15% (Mar 9, 2023); 2023 certified at 89% (Apr 5, 2024); 2024 certification pending as of Apr 22, 2025 | As above | Settlements reported via RSU “M” transactions on 4/22/2025 |
| Stock Options (NSO) | Jun 11, 2025 | 61,216 | $1.43 | 50% vest on first anniversary; 50% on second anniversary; expires Jun 10, 2030 | N/A | N/A | Option grant recorded 6/13/2025 |
- Company program design: Management RSUs typically vest 75% time‑based over four years with 25% performance‑based vesting at year three; CEO awards are 50% time‑based and 50% performance‑based. In 2024–2025, cash STI bonuses were suspended; stock options were granted in lieu of cash. No new LTIs (RSUs) were issued in 2024–2025.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership after RSU vesting (4/22/2025) | 55,636 Class A shares (direct) |
| Insider sales (6/20/2025) | Sold 37,994 @ $1.34; 109 @ $1.35; 1,897 @ $1.36; post‑sale beneficial ownership: 18,961 Class A shares (direct) |
| Options outstanding (grant 6/11/2025) | 61,216 options @ $1.43; vest 50% on first and second anniversaries; expire 6/10/2030 |
| Stock ownership policy | Minimum ownership guidelines adopted but compliance postponed to Dec 31, 2026, given industry headwinds |
| Hedging/short/derivative policies | Anti‑hedging (e.g., collars/swaps/forwards/exchange funds), anti‑puts/calls/short sales for executive officers |
| Clawback | Executive Officer Clawback Policy adopted Nov 29, 2023; equity awards subject to clawback under Nasdaq rules |
Employment Terms
- Appointment: VP, Controller & CAO in 2015; employed at RDI since 2011.
- Employment agreement: Proxy discloses no employment agreements for NEOs; Lucas’s agreement not separately disclosed.
- Change‑of‑control/severance: Under the 2020 Stock Incentive Plan, equity acceleration occurs upon death/disability, certain corporate transactions without equivalent awards, or termination without cause/for “good reason” within 24 months post‑change‑of‑control (employees). Director RSUs accelerate immediately upon change‑of‑control.
- Governance controls: Clawback policy; supplemental insider trading policy; code of conduct; whistleblower policy.
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (value of $100 investment) | $55 | $47 | $48 |
| Net Income (USD) | $(36,660,000) | $(31,185,000) | $(35,898,000) |
| Metric | Q3 2024 | Q3 2025 |
|---|---|---|
| Revenues (USD) | $60.1M | $52.2M (−13% YoY) |
| EBITDA (USD) | $2.8M | $3.6M (+26% YoY) |
| Basic Loss per Share (USD) | $(0.31) | $(0.18) |
| Net Loss Attributable to Reading (USD) | $(7.0)M | $(4.2)M |
| Metric | Nine Months 2024 | Nine Months 2025 |
|---|---|---|
| Revenues (USD) | $152.0M | $152.7M (+1% YoY) |
| Operating Loss (USD) | $(15.6)M | $(4.3)M (improved 72%) |
| EBITDA (USD) | $(4.7)M | $12.8M (improved 372%) |
| Basic Loss per Share (USD) | $(1.48) | $(0.51) |
| Net Loss Attributable to Reading (USD) | $(33.1)M | $(11.6)M (improved 65%) |
Board Governance
- Lucas is an executive officer (not a director). Board committees and independence structures, including Audit and Compensation Committees composed of Independent Directors, are detailed in the proxy.
Director Compensation
- Not applicable; Lucas is not a director.
Compensation Structure Analysis
- Shift toward equity in lieu of cash: 2024–2025 STI cash bonuses suspended due to liquidity management; stock options granted instead. No new LTIs (RSUs) in 2024–2025. This raises near‑term selling pressure risks upon option vesting dates while conserving cash.
- Performance‑linked PRSUs: Lucas’s 2022 PRSUs vest contingent on multi‑year criteria; 2022 certified at 15% and 2023 at 89%, with 2024 certification pending as of Apr 22, 2025—indicating robust goal attainment through 2023.
- Ownership policy deferral: Minimum ownership compliance delayed to Dec 31, 2026 due to industry headwinds, moderating near‑term alignment signals.
- Independent oversight: Compensation Committee engages AON as independent consultant and enforces clawbacks and anti‑hedging controls.
Related Party Transactions
- Not directly tied to Lucas; related party reviews are governed by Audit Committee with detailed Sutton Hill arrangements and financing disclosures.
Risk Indicators & Red Flags
- Insider selling: Lucas sold ~40,000 shares on June 20, 2025 at $1.34–$1.36, reducing holdings to 18,961 shares, a potential indicator of personal liquidity or compensation settlement; monitor subsequent filings for patterns.
- Ownership compliance postponed to 2026: Signals cautious stance amid sector challenges; alignment improves once guidelines resume.
- Governance positives: Clawback and anti‑hedging/short sale restrictions limit misalignment behaviors.
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approved; Board and Compensation Committee reviewed results and made no changes based on the vote.
Expertise & Qualifications
- Chartered Accountant (CA ANZ); extensive Big‑Four and public company accounting leadership; advanced degrees from Victoria University of Wellington.
Work History & Career Trajectory
- Big‑Four foundation → regional controller → corporate principal accounting officer; steady progression within RDI’s finance organization since 2011.
Compensation Committee Analysis
- Independent Compensation Committee (chair: Dr. Judy Codding) uses AON, enforces best‑practice charters, and applies conservative pay decisions amid liquidity constraints.
Investment Implications
- Near‑term selling windows: Lucas’s new 2025 options vest 50% on Jun 11, 2026 and Jun 11, 2027—watch for potential Form 4 activity around these dates; RSU performance vesting cycles can also create settlement‑driven sales.
- Alignment framework improving post‑2026: Ownership policy deferral tempers immediate alignment, but clawback and anti‑hedging rules, plus PRSU structures tied to multi‑year criteria, provide quality guardrails.
- Trading signal monitoring: The June 2025 sale reduced holdings materially; continued insider activity by Lucas should be tracked as a sentiment indicator, particularly around vest dates and earnings.
- Company fundamentals turning: EBITDA momentum and reduced losses in 2025 underpin improving operational execution—supportive for equity‑linked incentives reaching performance thresholds.