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BACKGROUND SUMMARY
- More than 10 years’ experience as public company director, including service as Chairman of the Audit Committee of a NYSE listed REIT and as a member of the Audit Committee and the Compensation Committee of a federally insured federal savings bank (assets in excess of $3 billion).
- More than 10 years experience in various corporate positions including service as President of an NYSE listed company, Chief Financial Officer of an AMEX listed company, and Director of Business Affairs of an AMEX company with international operations in Australia and New Zealand as well as in the United States.
- More than 5 year’s experience advising activist shareholder and hedge fund investors.
- More than 15 years’ experience in the private practice of corporate, securities, finance and real estate law initially as an associate at and subsequently as a partner in Gibson, Dunn & Crutcher.
EDUCATIONAL BACKGROUND
Harvard Law School: Juris Doctor, Magna Cum Laude, 1976
Member, Board of Student Advisors 1975-76
Research Assistant to James A. Casner (Reporter to the Restatement of Property 2nd) 1974-75
Claremont McKenna College: Bachelor of Arts, Magna Cum Laude, 1973
CURRENT ENGAGEMENTS
Mr. Tompkins is currently the Vice Chairman of Marshall & Stevens.
Mr. Tompkins is also currently the Director of Business Affairs for Reading International, Inc. (AMEX: “RDI”). Where he oversees the legal functions of the Company, and is the Company’s principal transactional and special situations executive.
When Mr. Tompkins joined the Reading’s predecessor in 1993, it had fewer than 25 employees, no material operations other than the management of its investment assets, and no assets or operations outside of the United States. Today, Reading is a multinational company with approximately 1,800 employees, land holdings aggregating approximately 1.1 million square feet of commercial improvements, and approximately 400 acres of land, including approximately 60 acres of land in various stages of development in Australian and New Zealand.
More information about Reading is available at www.readingrdi.com.
DIRECTORSHIPS
Until it went private in 2006, Mr. Tompkins was a member of the Board of Directors of G&L Realty Corp., an NYSE listed REIT specializing in medical office buildings and other health care assets. Until February 2005, Mr. Tompkins served the Chairman of the Audit Committee of that company. He continues as a member of the three member management committee of the limited liability company that has succeeded to the business of G&L Realty.
Until its sale in late 2001, Mr. Tompkins served as a director of Fidelity Federal Bank, where he was a member of the Audit and Compensation Committees and on the Special Board Committee formed to oversee the sale of the bank.
Mr. Tompkins has served as an advisory director to GWA Capital, a hedge fund specializing in activist shareholder investing.
Mr. Tompkins has served as a director of various publicly traded Reading affiliates, including serving as the Vice Chairman of Craig Corporation (an NYSE listed company before going private in 2001), and the Vice Chairman of Reading Entertainment Inc. (an NASDAQ quoted company before going private in 2001).
SAMPLE EXTRAORDINARY TRANSACTION EXPERIENCE:
- G&L Realty Corp. In 2006, Mr. Tompkins, serving as the Chair of G&L’s Strategic Planning Committee, structured and oversaw the delisting and liquidation of that company, as the assets and business of that enterprise moved from public to private ownership. In 2005 and 2004, Mr. Tompkins structured and oversaw the spin off of G&L’s property management business and skilled nursing facility business, respectively.
- GWA Capital. Served as special consultant to GWA in three successful shareholder led proxy contests: EXAR (2005), Mercer International (2004), and Lone Star Steakhouse and Saloon (2003).
- Reading International. In 2001, Mr. Tompkins structured the consolidation merger of three related but separately traded public companies into what is now Reading International. Since non-voting securities were used, the transaction was a “going private” transaction for SEC purposes, and required the coordination of the activities of three special committees – one for each of the constituent corporations. Although shareholder litigation was filed, that case was settled for approximately $16,000 shortly after the completion of the transaction. In 2002, Mr. Tompkins structured an internal reorganization of Reading to rationalize the ownership of the consolidated company’s assets, and protect operating assets from historic contingent liabilities.
- Fidelity Federal Bank, FSB. In 2001, Mr. Tompkins also served on the Special Committee of the Boards of Directors of BankPlus and its subsidiary Fidelity Federal Bank, responsible for the sale of that company to the Bank of Oak Park. Mr. Tompkins joined the Board as part of a compromise with dissident shareholders which resulted in a restructuring of the Boards of both the Bank and its parent holding company, and at a time when the Bank was under considerable regulatory pressure due to credit failures in its “sub prime” consumer-lending program.
PRIVATE PRACTICE EXPERIENCE
Prior to assuming his responsibilities at Reading in February 1993, Mr. Tompkins was a partner specializing in corporate and real estate law at Gibson, Dunn & Crutcher, joining that firm as an associate in September 1977, and elected to partnership effective January 1, 1984. From June 1976 to August 1977, Mr. Tompkins was the law clerk to the Honorable Dean Bryson, Justice of the Oregon Supreme Court.
SOCIAL AND COMMUNITY AFFILIATIONS
Board of Directors: La Canada High School Boosters 2005 – present
President, La Canada Flintridge Youth Sports Coalition, 2000 to 2003
Vice President, Gladiator All American Jr. Football, 2001-2003
Vice President, National Jr. Basketball (La Canada Flintridge) 2001-2003
President, Flyers Soccer Club, 1999 – 2001; Board Member, 1997-1999
Member: Flintridge Riding Club (La Canada Flintridge)
Member: California Club (Los Angeles)
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