Board of Directors

Director Margaret Cotter has been a member of our Board since September 27, 2002, and currently serves as the Chair of our Board and as a member of our Executive Committee. Director Cotter was appointed Chair on December 8, 2020. Prior to this time, Director Cotter served as Vice-Chair of our Board from August 7, 2014 until December 8, 2020. Director Cotter is the sister of Director Ellen M. Cotter.

On March 10, 2016, our Board appointed Director Cotter as Executive Vice President-Real Estate Management and Development-NYC, and Director Cotter became a full-time employee of our Company. In this position, Director Cotter is responsible for the daily management of our live theater properties and operations, including the oversight of the day to day development process of our 44 Union Square and oversight of our other New York and Pennsylvania real estate holdings. Up until the sale in June 2021, Director Cotter also oversaw our Chicago real estate holdings. Operating the daily oversight of our theater properties for over two decades, Director Cotter contributes to the strategic direction for our developments and operations.

Director Cotter is the owner and President of OBI, LLC (“OBI”), which, from 2002 until her appointment as Executive Vice President – Real Estate Management and Development- NYC, managed our live theater operations under a management agreement and provided management and various services regarding the development of our New York theater and cinema properties. Pursuant to the OBI management agreement, Director Cotter also served as the President of Liberty Theaters, LLC, the subsidiary through which we own our live theaters. The OBI management agreement was terminated with Director Cotter’s appointment as Executive Vice President-Real Estate Management and Development-NYC. Director Cotter is also a theatrical producer who has produced shows in Chicago and New York and served as a long-time board member of the League of Off-Broadway Theaters and Producers from 2004-2017.

Director Cotter is also the Co-Executor of her father's estate, Co-Trustee of the Cotter Living Trust and Co--Trustee of the James J. Cotter Foundation. In her capacity as the Co-Executor of the Estate of James J. Cotter, Director Cotter (together with her sister and Co-Executor, Ellen Cotter) holds positions in various real estate entities that are part of her father’s estate, which, include, without limitation, being a Director of Cecelia Packing Corporation (a Cotter family-owned citrus grower, packer and marketer) and, acting as the 50% Cotter general partner of Sutton Hill Associates, which is the parent company Sutton Hill Capital, L.L.C. Director Cotter, a former Assistant District Attorney for King’s County in Brooklyn, New York, graduated from Georgetown University and Georgetown University Law Center.

Director Cotter brings to the Board over 22 years of experience as a live theater producer, theater operator and an active member of the New York theatre community, which gives her insight into live theater business trends that affect our business in this sector, and in New York real estate matters. In addition, with her direct ownership of both Class A Stock and Class B Stock and her positions as Co-Executor of her father’s estate and Co-Trustee of the Cotter Living Trust and the Cotter Foundation, and as the Sole Trustee of the James J. Cotter Education Trust #1 – all which hold a significant amount of Class A shares and/or Class B shares, Director Cotter is a significant stakeholder in our Company.

Director Ellen M. Cotter has been a member of our Board of Directors since March 13, 2013, and currently serves as the Vice-Chair and as a member of our Executive Committee. Director Cotter was appointed Vice-Chair of the Board on May 17, 2021 and she served as Chair of our Board from August 7, 2014 until December 8, 2020. Director Cotter is the sister of Chair Margaret Cotter.

Director Cotter joined the Company in March 1998, and most recently served as our interim President and Chief Executive Officer from June 12, 2015 until January 8, 2016, when she was appointed our permanent President and Chief Executive Officer. Prior to being appointed as our President and Chief Executive Officer, Director Cotter served for more than ten years as the Chief Operating Officer (“COO”) of our domestic cinema operations, in which capacity she had, among other things, responsibility for the acquisition and development, marketing and operation of our cinemas in the United States.

Prior to her appointment as COO of Domestic Cinemas, she spent a year in Australia and New Zealand, working to develop our cinema and real estate assets in those countries. Director Cotter has also served as the Chief Executive Officer of Reading’s subsidiary, Consolidated Entertainment, LLC, which operates substantially all of our cinemas in Hawaii and California. Director Cotter is well recognized in the film industry. In recognition of her contributions to the independent film industry, Director Cotter was awarded the first Gotham Appreciation Award at the 2015 Gotham Independent Film Awards. She was also inducted that same year into the Show East Hall of Fame. Prior to joining the Company, Director Cotter spent four years in private practice as a corporate attorney with the law firm of White & Case in New York City.

Director Cotter is the Co-Executor of her father's estate, Co-Trustee of the Cotter Living Trust and a Co-Trustee of the James J. Cotter Foundation. In her capacity as the Co-Executor of the Estate of James J. Cotter, Director Cotter (together with her sister and Co-Executor, Margaret Cotter) holds positions in various real estate entities that are part of her father’s estate, which, include, without limitation, being a Director of Cecelia Packing Corporation (a Cotter family-owned citrus grower, packer and marketer), and acting as the 50% Cotter general partner of Sutton Hill Associates, which is the parent company of Sutton Hill Capital, L.L.C.. Director Cotter is a graduate of Smith College and holds a Juris Doctor from Georgetown University Law Center.

Director Cotter brings to our Board her more than two decades of experience working in our Company’s global cinema operations and is a valuable liaison to, the film industry. In addition, with her direct ownership of both Class A Stock and Class B Stock and her positions as Co-Executor of her father’s estate and Co-Trustee of the Cotter Trust and the Cotter Foundation – all which hold a significant amount of Class A shares and/or Class B shares, Director Cotter is a significant stakeholder in our Company.

Director Guy W. Adams has been a member of our Board of Directors since January 14, 2014, and currently serves as the chair of our Executive Committee and as our Lead Technology and Cyber Risk Director. For more than the past fifteen years, he has been a Managing Member of GWA Capital Partners, LLC, a registered investment adviser managing GWA Investments, LLC, a fund investing in various publicly traded securities. Over the past two decades, Director Adams has served as an independent director on the boards of directors of Lone Star Steakhouse & Saloon, Mercer International, Exar Corporation and Vitesse Semiconductor. At these companies, he has held a variety of board positions, including lead director, audit committee chair and compensation committee chair. He has spoken on corporate governance topics before such groups as the Council of Institutional Investors, the USC Corporate Governance Summit and the University of Delaware Distinguished Speakers Program. Director Adams provides investment advice to private clients and currently invests his own capital in public and private equity transactions.

For a few years prior to the passing of Mr. James J. Cotter, Sr. on September 13, 2014 and through a certain period of the administration of the Estate of James J. Cotter, Sr., Director Adams served as an advisor to Mr. James J. Cotter, Sr. providing advisory services to various enterprises now owned by either the Cotter Estate or the Cotter Trust. On September 23, 2021, the Co-Executors of the Estate of Mr. James J. Cotter, Sr. and Director Adams mutually resolved the outstanding amounts owed to Director Adams for such advisory services over a multi-year period in the amount of $250,000, which settlement is subject to the approval of the Nevada Probate Court. Until 2018, Director Adams also provided services to a captive insurance company, owned in equal shares by Ellen M. Cotter, James J. Cotter, Jr. and Margaret Cotter, that provided insurance for the Cotter family agricultural activities. Director Adams received his Bachelor of Science degree in Petroleum Engineering from Louisiana State University and his Masters of Business Administration from Harvard Graduate School of Business Administration.

Director Adams brings many years of experience serving as an independent director on public company boards, and in investing and providing financial advice with respect to investments in public companies. In December 2017, Director Adams was recognized as a Governance Fellow for the National Association of Corporate Directors. In 2018, Director Adams completed the Cyber-Risk Oversight course presented by the National Association of Corporate Directors.

Director Douglas J. McEachern has been a member of our Board since May 17, 2012. Director McEachern currently serves as the Chair of our Audit Committee, a position he has held since August 1, 2012 and as a member of our Compensation Committee. Director McEachern has served as a member of the board and of the audit and compensation committees for Willdan Group, a Nasdaq listed engineering company, since 2009. From June 2011 until October 2015, Director McEachern was a director of Community Bank in Pasadena, California and a member of its audit committee. Director McEachern served as the chair of the board of Community Bank from October 2013 until October 2015, and until recently was a member of the finance committee of the Methodist Hospital of Arcadia. From September 2009 to December 2015, Director McEachern served as an instructor of auditing and accountancy at Claremont McKenna College. Director McEachern was an audit partner from July 1985 to May 2009 with the audit firm of Deloitte & Touche, LLP, with client concentrations in financial institutions and real estate. Director McEachern was also a Professional Accounting Fellow with the Federal Home Loan Bank board in Washington DC, from June 1983 to July 1985. From June 1976 to June 1983, Director McEachern was a staff member and subsequently a manager with the audit firm of Touche Ross & Co. (predecessor to Deloitte & Touche, LLP). Director McEachern received a B.S. in Business Administration in 1974 from the University of California, Berkeley, and an M.B.A. in 1976 from the University of Southern California.

Director McEachern brings to our Board his more than forty years’ experience meeting the accounting and auditing needs of financial institutions and real estate clients, including our Company. Director McEachern also brings his experience reporting as an independent auditor to the boards of directors of a variety of public reporting companies and as a board member himself for various companies and not-for-profit organizations.

Director Dr. Judy Codding has been a member of our Board since October 5, 2015, and currently serves as a member of our Audit Committee and , Compensation Committee. Director Dr. Codding is a globally respected education leader. From October 2010 until October 2015, she served as the Managing Director of “The System of Courses,” a division of Pearson, PLC (NYSE: PSO), the largest education company in the world that provides education products and services to institutions, governments and to individual learners. Prior to that time, Director Codding served as the Chief Executive Officer and President of America’s Choice, Inc., which she founded in 1998, and which was acquired by Pearson in 2010. America’s Choice, Inc. was a leading education company offering comprehensive, proven solutions to the complex problems educators face in the era of accountability. Director Codding has a Doctorate in Education from University of Massachusetts at Amherst and completed postdoctoral work and served as a teaching associate in Education at Harvard University where she taught graduate level courses focused on moral leadership. Director Dr. Codding has served on various boards, including the Board of Trustees of Curtis School, Los Angeles, CA (since 2011) and the Board of Trustees of Educational Development Center, Inc. (since 2012). Through family entities, Director Codding has been and continues to be involved in the real estate business in Florida and the exploration of mineral, oil and gas rights in Maryland and Kentucky.

Director Codding brings to our Board her experience as an entrepreneur, as an author, advisor and researcher in the areas of leadership training and decision-making as well as her experience in the real estate business.

Director Michael Wrotniak has been a member of our Board since October 12, 2015, and currently serves as the Lead Independent Director, the chair of our Compensation Committee and as a member of our Audit Committee. Since 2009, Director Wrotniak has been the Chief Executive Officer of Aminco Resources, LLC (“Aminco”), a privately held international commodities trading firm. Director Wrotniak joined Aminco in 1991 and is credited with expanding Aminco’s activities in Europe and Asia. By establishing a joint venture with a Swiss engineering company, as well as creating partnerships with Asia-based businesses, Director Wrotniak successfully diversified Aminco’s product portfolio. Director Wrotniak became a partner of Aminco in 2002. Director Wrotniak is a member of the Board of Advisors of the Little Sisters of the Poor at their nursing home in the Bronx, New York since approximately 2004. Director Wrotniak graduated from Georgetown University in 1989 with a B.S. in Business Administration (cum laude)

Director Wrotniak is a specialist in foreign trade, and brings to our Board his considerable experience in international business, including foreign exchange risk mitigation.