DEF 14A of Imax Corp, Apr 25, 2025

DEF 14A of Imax Corp

Filed Apr 25, 2025 · FY20240000921582-25-000033

Open on EDGAR

  1. Nominees for Election

    Nominees for Election At the Meeting, shareholders will be asked to approve the election of directors by ordinary resolution, which requires that a majority of the votes cast at the Meeting be in favor of the resolution. Shareholders will be allowed to vote “for” or “against” each nominee for the Board of Directors and, each nominee will be elected only if the number of votes cast in their favor represents a majority of the votes cast for and against them at the Meeting. The CBCA provides for a transitional period for any incumbent director who is not re-elected at the Meeting as a result of not receiving a majority of the votes in his or her favor, which permits such director to continue in office until the earlier of: (a) the 90th day after the day of the election; and (b) the day on which a successor is appointed or elected. In the absence of any instruction on the accompanying Form of Proxy, it is the intention of the persons named by management in the Form of Proxy to vote the Common Shares represented by the proxy in favor of the resolution. If any of the nominees is for any reason unable to serve as a director, proxies in favor of management will be voted for another nominee in their discretion. The Board of Directors recommends a vote FOR the election of each of these nominees as directors. The nominees for election as directors have indicated to us that they will serve if elected. Each director elected will hold office until the earlier of the close of the 2026 Annual General Meeting of Shareholders, until his or her successor is elected or appointed, or until the date of his or her resignation or termination. The following section lists certain information concerning the persons to be nominated for election to our Board of Directors.

  2. Nominees for Election as Directors for the Term Expiring in 2026

    Nominees for Election as Directors for the Term Expiring in 2026

  3. Nominees for Election as Directors for the Term Expiring in 2026

    | RICHARD L. GELFOND Director (since March 1994) and Chief Executive Officer Age: 69 New York, New York, U.S.A. | Richard Gelfond has been sole Chief Executive Officer of the Company since April 2009. Mr. Gelfond served as Co-Chairman of the Company from June 1999 to March 2009 and served as Co-Chief Executive Officer from May 1996 to March 2009. From March 1994 to June 1999, Mr. Gelfond served as Vice Chairman of the Company. Mr. Gelfond has also been the Chairman and Non-Executive Director of the Company’s subsidiary, IMAX China Holding, Inc. (“IMAX China”), since May 2015, and has been a director of IMAX China since 2010. Mr. Gelfond serves as chairman of the board of trustees of the Stony Brook Foundation, Inc., which is affiliated with Stony Brook University. He is also a member of the Academy of Motion Picture Arts and Sciences. Mr. Gelfond serves on the International Advisory Board of the Turkana Basin Institute, a non-profit initiative focusing on field research in the Lake Turkana Basin of Kenya. Mr. Gelfond served as the chairman of the Columbia Shuttle Memorial Trust Steering Committee, which was established in co-operation with NASA to support the families of the seven crew members of the STS-107 mission of the Space Shuttle Columbia, which came to a tragic end on February 1, 2003. | | | Key Skills and Experience: Mr. Gelfond’s long service as Chief Executive Officer of the Company, as well as his marketing, financial, legal, and capital markets expertise, combined with his extensive knowledge of the business, operations, and domestic and international markets of the Company and his formidable relationships with studios, exhibitors, directors, talent, and other partners and stakeholders of the Company, are valuable assets to the Board. |

  4. Nominees for Election as Directors for the Term Expiring in 2026

    | DARREN THROOP Chairman of the Board (since June 2021) and Director (since June 2015) Age: 60 Toronto, Ontario, Canada | Darren Throop has over 20 years of executive management experience in the entertainment industry. In 1991, he founded Urban Sound Exchange, a music retail chain, which later expanded into music distribution. In 2001, he became the chief executive officer of ROW Entertainment, which went public in 2003 and was rebranded as Entertainment One (“eOne”). From 2003 to 2022, Mr. Throop served as the president and chief executive officer of eOne. Under Mr. Throop’s leadership, eOne grew into a powerhouse in film, television, and music, fueled by key acquisitions and partnerships. In 2007, he orchestrated the company’s listing on London’s Alternative Investment Market, securing funding for further expansion. In 2019, he led the $4 billion sale of eOne to Hasbro, serving as an executive officer of Hasbro until 2022. He served on eOne’s board of directors from 2003 to 2020. Currently, he directs a global music rights investment fund, continuing his commitment to content ownership. Mr. Throop is a dedicated philanthropist and has received numerous accolades, including the induction into the Canadian Music Industry Hall of Fame (2015) and the appointment as a Member of the Order of Canada (2019). He is a member of both the Academy of Motion Picture Arts and Sciences and The Television Academy. | | | Key Skills and Experience: Mr. Throop’s experience in the growth of an entrepreneurial and international entertainment and content brand company engaged in television, film and music production, distribution, merchandising, and licensing further strengthens the Board’s expertise in these areas. |

  5. Nominees for Election as Directors for the Term Expiring in 2026

    | GAIL BERMAN Director (since March 2023) Age: 68 Pacific Palisades, California, U.S.A. Committee Memberships: Compensation Committee | Gail Berman founded The Jackal Group, a content production studio creating scripted and unscripted television, feature films, and commercial theatre, in 2014 and has been the chairman and the chief executive officer of The Jackal Group from 2014 to 2018 and from 2020 to present. From 2019 to 2020, Ms. Berman served as the chairperson and chief executive officer of Sidecar Content Accelerator, an in-house production studio for Fox Entertainment. Ms. Berman also co-founded BermanBraun, a media company, in 2014. Her previous positions include President of Paramount Pictures (2005-2007), Entertainment President of Fox Broadcasting (2000-2005), and President of Regency Television (1998-2000). Ms. Berman serves on the board of the Center Theatre Group, a Los Angeles’ non-profit theatre company, and as President of the Producers Guild of America. She is a member of the Academy of Motion Picture Arts and Sciences and the Television Academy. | | | Key Skills and Experience: Ms. Berman’s extensive experience in the entertainment industry and the operation of an entrepreneurial content production company further strengthens the Board’s expertise in these areas and brings a valuable perspective to the Company’s curation of alternative content and live experiences. |

  6. Nominees for Election as Directors for the Term Expiring in 2026

    | ERIC A. DEMIRIAN Director (since September 2010) Age: 66 Toronto, Ontario, Canada Committee Memberships: Audit Committee (Chair) | Eric Demirian has been the president of Parklea Capital Inc., a boutique financial advisory and strategy firm, since 2003, and is the president of Demicap Inc., a private investment firm. Prior to Mr. Demirian’s position at Parklea Capital, he held the position of an executive vice president of Group Telecom, Inc. from 2000 to 2003. Mr. Demirian’s previous positions include partner and head of Information and Communication Practice at PricewaterhouseCoopers (1983 - 2000). Mr. Demirian serves as the non-executive chair of the board of Descartes Systems Group and a director of Calian Group Ltd. He has previously served on the boards of numerous public (Enghouse Systems Ltd. from 2004 to March 2025) and private companies, as a member of the Advisory Council for the School of Accounting & Finance at Ted Rogers School of Management at Ryerson University (renamed Toronto Metropolitan University in 2022), advisor to the Accounting Standards Board of CPA (Canada), and as the director and treasurer for the Parkinson Foundation of Canada. He is a chartered professional accountant, certified general accountant, and a chartered accountant. He holds a bachelor of business management from Toronto Metropolitan University. | | | Key Skills and Experience: Mr. Demirian’s accounting experience combined with his substantial business and transactional experience makes him well suited to assist the Board in its assessment of financial and accounting matters. With his strong financial background, Mr. Demirian meets the SEC definition of an audit committee financial expert. |

  7. Nominees for Election as Directors for the Term Expiring in 2026

    | KEVIN DOUGLAS Director (since October 2016) Age: 62 Greenbrae, California, U.S.A. Committee Memberships: Compensation Committee (Chair) | Kevin Douglas has been the chairman and founder of Douglas Telecommunications, a family investment office through which Mr. Douglas manages the Douglas family investment portfolio, since 1995. Prior to Douglas Telecommunications, he was the chairman of the board at Rural Cellular Management Corporation. Mr. Douglas has served on the board of Quantum Fuel Systems, LLC, since 2018. Mr. Douglas also has served on the board of KSR International Co. since 1985 and was formerly on the board of Stamps.com from 2003 to 2009. Mr. Douglas is IMAX Corporation’s largest individual investor and has been a shareholder since 2007. In 2014, the Company partnered with Mr. Douglas and his spouse, Michelle Douglas, to donate an IMAX® theatre to the University of Southern California’s School of Cinematic Arts. The Michelle and Kevin Douglas IMAX Theatre and Immersive Media Lab serves as a research and teaching facility for students to learn IMAX filmmaking as well as other immersive entertainment experiences. | | | Key Skills and Experience: Mr. Douglas’ long association with the Company has given him a broad understanding of the Company’s business, its products, and the markets in which it operates. Mr. Douglas’ investment and business experience with technology and other companies, together with his expertise in identifying new opportunities for investment and growth, are valuable resources for the Board. |

  8. Nominees for Election as Directors for the Term Expiring in 2026

    | DAVID W. LEEBRON Director (since September 2003) Age: 70 Houston, Texas, U.S.A. Committee Memberships: Governance Committee (Chair) Audit Committee | David Leebron has served as University Professor and President Emeritus at Rice University since July 2022. Previous to that, he served as President of Rice University from July 2004 to June 2022. In the fall of 2022, he was a visiting professor at Columbia Law School and Harvard Law School. In February 2024, Mr. Leebron was named the president and chief executive officer of Texas 2036, a non-partisan policy institute. Prior to July 2004, Mr. Leebron held the position of Dean of Columbia Law School from 1996 to 2004 and Professor of Law from 1989 to 1996. Mr. Leebron is on the Council on Foreign Relations and is a member of the American Academy of Arts and Sciences. He served as the chair of the Association of American Universities (AAU) from 2016 to 2017. He currently serves on the boards of the Universities Research Association and Fulbright Canada. | | | Key Skills and Experience: Mr. Leebron brings his broad legal experience, leadership, strategic, and management skills as former President of Rice University and former Dean of Columbia Law School to the Board, which make him well suited to assess legal risks and other challenges faced by the Company, as well as to apply his experience to governance issues faced by the Company and the Board. |

  9. Nominees for Election as Directors for the Term Expiring in 2026

    | MICHAEL MACMILLAN Director (since June 2013) Age: 68 Toronto, Ontario, Canada Committee Memberships: Audit Committee Governance Committee | Michael MacMillan is the chief executive officer of Blue Ant Media, a Canadian-based media company, which he co-founded in 2011. Blue Ant is a producer, distributor, and broadcaster with active operations in Toronto, Los Angeles, London, and elsewhere internationally. Mr. MacMillan was the chairman and/or the chief executive officer of Alliance Atlantis Communications from 1998 to 2007. Mr. MacMillan co-founded Atlantis Films Limited in 1978, which acquired Alliance Communications in a reverse takeover in 1998 and subsequently became Alliance Atlantis Communications. Mr. MacMillan retired from Alliance Atlantis Communications in 2007 after selling the company to Canwest Communications and Goldman Sachs. In 2007, he co-founded Samara, a charity that works to strengthen political engagement in Canada through innovative research and educational programs, and serves as Chair. Mr. MacMillan is the co-founder and co-owner of Closson Chase, a vineyard and winery in Prince Edward County, Ontario, Canada. A member of the Order of Canada, Mr. MacMillan has volunteered with numerous community and industry organizations over many years. | | | Key Skills and Experience: Mr. MacMillan’s extensive experience in the entertainment industry as well as his ownership interests in various private companies and involvement with charitable organizations gives him a broad expertise in film and television production, digital publishing and other media, thus bringing additional expertise to the Board in these areas. |

  10. Nominees for Election as Directors for the Term Expiring in 2026

    | STEVE R. PAMON Director (since June 2021) Age: 54 South Orange, New Jersey, U.S.A. Committee Memberships: Compensation Committee Governance Committee | Steve Pamon is the president of VERZUZ, a digital media production company co-founded by GRAMMY® award-winning producers Swizz Beatz and Timbaland. His leadership spans talent, programming, production, finance, business affairs, and strategic partnerships. Prior to his role at VERZUZ, Mr. Pamon served as the president and the chief operating officer of Parkwood Entertainment, global entertainer Beyoncé's multifaceted enterprise, encompassing oversight of music, touring, artist management, business ventures, and TV/film production. During his time leading Parkwood Entertainment, the team achieved a historic level of critical and commercial success, as evident in the Super Bowl 50 Halftime Show, “Lemonade” visual album, the “Formation World Tour,” “Homecoming”/Coachella Music Festival performance, “On the Run II” world tour, “Everything is Love” album, Global Citizen Africa festival, Adidas/Ivy Park products, and Disney's “Black Is King” movie, among many others. In addition, his team managed the careers of Grammy nominated musicians/actresses Chloe x Halle. Prior to Mr. Pamon’s position at Parkwood Entertainment, he served as Head of Sports and Entertainment Marketing for JPMorgan Chase from 2011 to 2015 and was the vice president of strategy and new Business development for the National Football League from 2008 to 2011. Mr. Pamon’s career journey also includes executive leadership and operating roles with HBO and Time Warner from 2001 to 2008 and McKinsey & Company from 1995 to 2000. In addition to his executive roles, Mr. Pamon holds positions on the board of Herschend Family Entertainment (home to Dollywood® Parks & Resorts, Silver Dollar City® Attractions, Adventure Aquarium®, and the Harlem Globetrotters), and New York Road Runners (organizers of The New York City Marathon). His past board service included a seat on the board of World Wrestling Entertainment (“WWE”) from 2020 through 2024; his tenure culminated in a historic $21 billion merger with UFC/Endeavor, becoming one of the largest transactions in sports history. | | | Key Skills and Experience: Mr. Pamon’s deep relationships with the creative community, as well as his broad experience as a senior executive within some of the leading players in media and entertainment, provides a valuable perspective to the Board as it evaluates new product and service opportunities. He also has experience in management consulting and investment banking, which further strengthens the Board in the areas of corporate strategy and financial matters. |

  11. Nominees for Election as Directors for the Term Expiring in 2026

    | DANA SETTLE Director (since July 2015) Age: 52 Los Angeles, California, U.S.A. Committee Memberships: Compensation Committee Governance Committee | Dana Settle is a co-founder and managing partner at Greycroft, a venture capital firm, a position she has held since 2006. As a member of Greycroft’s management committee, she is responsible for the firm’s operations, investment strategy, and vision. Ms. Settle is on the investment committee for all Greycroft funds and has been involved in all phases of Greycroft’s growth. Ms. Settle’s active investments include Acorns, Anine Bing, Avaline, Citizen, Goop, HamsaPay, Happiest Baby, Mayk.it, Merit Beauty, MNTN, Rembrand, Seed Health, Stability.ai, Thrive Market, and Versed. Her notable exits include Bumble (IPO), Maker Studios (acquired by Disney), Pulse (acquired by LinkedIn), The RealReal (IPO), Trunk Club (acquired by Nordstrom), and WideOrbit (interest sold to company management). Ms. Settle is on the board of directors of National Venture Capital Association. She is a founding member of the non-profit Baby2Baby and the female mentorship collective, All Raise. Prior to Greycroft, Ms. Settle spent several years as a venture capitalist and advisor to startups in the Bay Area, including six years at Mayfield, and in investment banking at Lehman Brothers. Ms. Settle holds a bachelor of arts in Finance and International Studies from the University of Washington and a master of business administration (“M.B.A.”) from Harvard Business School. | | | Key Skills and Experience: Ms. Settle’s extensive experience in the private equity markets, as well as her board positions and ownership interests in various digital and other start-up companies, gives her a broad expertise in emerging technology and media markets which is beneficial to the Board, particularly as it examines new growth opportunities. Ms. Settle also has experience in business development and investment banking, which is relevant to the Board’s oversight of the Company’s financial matters. |

  12. Nominees for Election as Directors for the Term Expiring in 2026

    | JENNIFER WONG Director (since March 2023) Age: 50 New York, New York, U.S.A. Committee Memberships: Audit Committee | Jennifer Wong has served as the chief operating officer of Reddit, Inc., a social news aggregation, content rating, and forum social network, since April 2018. Prior to April 2018, Ms. Wong was the president of Digital and chief operating officer of Time Inc. from January 2016 to February 2018. She was the chief business officer of POPSUGAR from September 2011 to December 2015. Ms. Wong currently serves on the boards of Discover Financial Services and Marfeel. She has a bachelor of science in Applied Mathematics from Yale University, M.B.A from Harvard Business School, and master of science in Engineering Economic Systems and Operations Research from Stanford University. | | | Key Skills and Experience: Ms. Wong’s extensive experience in digital media, technology, building global businesses, and marketing, as well as her role as chief operating executive in various companies, brings valuable perspective to the Board as the Company evaluates its short-term and long-term operations and explores new business initiatives, particularly in the digital sphere. |

  13. Nominees for Election as Directors for the Term Expiring in 2026

    | Item No. 2 - APPOINTMENT OF AUDITORS |

  14. Nominees for Election as Directors for the Term Expiring in 2026

    At the Meeting, shareholders will be asked to approve the appointment of PricewaterhouseCoopers LLP, Chartered Accountants (“PwC”), as our independent auditors, until the close of the next annual general meeting of shareholders at a remuneration rate to be fixed by the Board of Directors. Shareholders will be asked to approve the appointment by ordinary resolution, which requires that a majority of the votes cast at the Meeting be in favor of the resolution. In the absence of any instruction on the accompanying Form of Proxy, it is the intention of the persons named by management in the Form of Proxy to vote the Common Shares represented by the Form of Proxy in favor of the resolution. Voting “WITHHOLD” is the equivalent to voting “ABSTAIN.” Representatives of PwC are expected to participate in the Meeting online and to be available to respond to appropriate questions and to make a statement if they desire to do so. PwC are our principal independent accountants. PwC have been our auditors for more than five years. The following table presents fees for professional services rendered by PwC for the audits of our annual financial statements for the years ended December 31, 2024 and December 31, 2023, and fees billed for other services rendered by PwC during those periods.

  15. Nominees for Election as Directors for the Term Expiring in 2026

    | | 2024 | 2023 | | | Type of Fees | ($) | ($) | Description of Fees | | Audit Fees | 2,132,683 | 2,033,000 | For professional services rendered in connection with the audit of our financial statements included in our Annual Report on Form 10-K and of our internal control over financial reporting, the review of our financial statements included in our Quarterly Reports on Form 10-Q, the audit of IMAX China, various statutory audits, and for services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years. | | Audit-Related Fees | 90,254 | 89,818 | For professional services rendered in connection with assurance and related services that are reasonably related to the performance of the audit or review of financial statements and which include discussions concerning financial accounting and reporting standards and review of regulatory matters. In 2024 and 2023, audit-related fees consisted primarily of fees for the audits of the Company’s pension plans, the reimbursement of Canadian Public Accountability Board fees, and various other smaller matters. | | Tax Fees | 359,980 | 588,171 | For professional services rendered in connection with tax services. In 2024 and 2023, tax fees comprised two areas: (i) tax compliance, such as corporate and indirect tax compliance; and (ii) other tax services, such as tax advice related to transfer pricing, including advance pricing arrangement support, and corporate tax consulting in multiple jurisdictions, and audit defense. Tax compliance related fees represented approximately $88,000 and $139,000 of the total tax fees in 2024 and 2023, respectively, while other tax services represented approximately $271,000 and $449,000 of the total tax fees in 2024 and 2023, respectively. The decrease in tax fees was primarily attributable to non-recurring 2023 international tax audits within other tax services. | | All Other Fees | 22,279 | 30,719 | For professional services rendered related to reporting in 2024 and 2023 required pursuant to the Hong Kong Stock Exchange’s Environmental, Social and Governance Code and Corporate Governance Code. | | Total | 2,605,196 | 2,741,708 | |

  16. Designing incentives that align with our strategic priorities and financial performance

    | Short-term (80% for CEO and 50% for other NEOs) | | Long-term (PSUs) | | Outcomes | Outcomes and strategic drivers | Outcomes | | Revenue (25%) | Installations (19%) | Adjusted EBITDA Growth (60%) | | Adjusted EBITDA (19%) | Signings (19%) | Relative TSR (40%) | | Free Cash Flow before Growth CAPEX (12%) | Streaming Technology Bookings (6%) | |

  17. Designing incentives that align with our strategic priorities and financial performance

    Revenue, Adjusted EBITDA, and Free Cash Flow before Growth CAPEX are important metrics used by investors to assess our top-line growth, operational efficiency, profitability, and financial health. Streaming Technology Bookings, Installations, and Signings measure our success in expanding our IMAX platform globally while building new revenue streams through the use of our technology-centered solutions. Finally, Relative TSR ensures the alignment of NEO PSU outcomes with the experience our shareholders have had investing in IMAX versus other choices available to them.

  18. Using compensation peer group data to inform decisions

    Using compensation peer group data to inform decisions Decisions on NEO compensation consider a range of factors including an individual’s experience, skills, and relationships; their actual and relative contributions; internal relativities; and retention risk and role criticality. These largely qualitative factors are augmented by external market data on pay practices at other companies, sourced from public filings or published surveys. Defining a relevant peer group for IMAX is challenging, given our diverse and unique business, the necessity for strong relationships within the worldwide entertainment industry – particularly Hollywood, and our global footprint, which includes a ~71% ownership stake in IMAX China listed on the Hong Kong Stock Exchange. In assessing potential peers, consideration was given to the following: •Industry representation given our market-leading role at the intersection of entertainment and technology, with a need for executive talent that can credibly interact with Hollywood studios and filmmakers. •Financial indicators including revenues within a 0.5 – 3-times range of IMAX, market capitalization, and gross margin •Geographic footprint to include companies that compete for executives with multi-national experience (IMAX’s global footprint encompasses over 89 countries). •Other subjective factors such as brand prominence and presence in expanding areas of strategic growth. No specific position is targeted relative to external market data when setting target pay levels given the need for informed judgement and knowledge of our business to make appropriate decisions. In 2022, the Compensation Committee approved the following peer group which remained unchanged for 2024, other than the removal of companies that have been acquired in the intervening period.

  19. Using compensation peer group data to inform decisions

    | Peer companies (1) | | | | Ambarella, Inc. (AMBA) | Dolby Laboratories, Inc. (DLB) | Lions Gate Entertainment Corp. (LGF.A) | | Cinemark Holdings, Inc. (CNK) | fuboTV Inc. (FUBO) | The Marcus Corporation (MCS) | | Cineplex, Inc. (TSX: GC) | Harmonic, Inc. (HLIT) | WildBrain Ltd. (WILD) | | Corsair Gaming, Inc. (CRSR) | Knowles Corporation (KN) | Xperi Holding Corporation(2) |

  20. Using compensation peer group data to inform decisions

    (1)Since initial approval in 2022, the following companies have been removed following their acquisition: Avid Technology, Inc. and World Wrestling Entertainment, Inc. (2)In 2022, Xperi Holding Corporation separated into two independent publicly traded companies, one comprising its intellectual property licensing business and one comprising its product business. For our peer group purposes, we used Xperi Inc., the surviving product business entity of Xperi Holding Corporation.

  21. Annual cash bonus

    Annual cash bonus We provide our NEOs with an annual cash bonus opportunity that can be earned based on an assessment of pre-established quantitative goals and a qualitative assessment of their strategic accomplishments and individual performance during the year. Ms. Fernandes received market adjustments to her target opportunity, increasing the target to 55% and 60% for the 2023 and 2024 performance year, respectively. No changes were made to other NEO target bonus opportunities.

  22. Annual cash bonus

    | Officer | Target (% of salary) | Quantitative performance weighting | Qualitative performance weighting | | Richard L. Gelfond | 100% | 80% | 20% | | Natasha Fernandes | 60% | 50% | 50% | | Anne Globe | 50% | 50% | 50% | | Robert D. Lister | 60% | 50% | 50% | | Mark Welton | 70% | 50% | 50% |

  23. Quantitative performance

    Quantitative performance Each year the Compensation Committee reviews the quantitative performance metrics to ensure they align with the Company’s current financial and strategic goals. Financial metrics account for a majority of this element, which align outcomes with our success at meeting financial expectations during the year. This is complemented by quantitative strategic objectives that represent meaningful leading indicators of future financial performance and our success in expanding the IMAX System network globally. For 2024, the Compensation Committee approved the following metric changes: •Total Revenue replaced IMAX global box office as the key metric assessing our top-line growth to reflect the diversification of IMAX’s revenue streams as it is important to align pay with broader top-line revenue performance. •Total Adjusted EBITDA replaced Adjusted EBITDA Margin as the primary metric assessing our annual profitability given the Company’s focus on managing absolute dollar growth in 2024. Reasons for the selection of this metric included the uncertain impact of the Hollywood strikes and economic recovery in Mainland China, the desire to account for execution against cost reduction, and operational efficiency initiatives. •The Free Cash Flow definition was updated to remove Growth CAPEX, which is defined as capital expenditure associated with investments in equipment for joint revenue sharing arrangements. Free Cash Flow before Growth CAPEX is beneficial as it focuses on a Company’s ability to generate cash after essential investments, highlighting true financial health and potential for shareholder returns. •Adjusted EPS was removed given its overlap with other financial metrics and to promote simplicity in the scorecard. The weighting was reallocated to other financial metrics. •Streaming Technology Bookings was added to align pay with achievements in expanding sources of revenue, reflecting our long-term strategic priorities and appetite for new business initiatives. The table below summarizes the metrics and their relevant weightings; threshold, target, and maximum goals; and actual results in respect of the 2024 performance metrics applicable to annual bonuses. These metrics applied consistently to all eligible plan participants, including the NEOs.

  24. Quantitative performance

    | | | Performance goals | | | | Quantitative Performance Element Payout (% target) | | | Weight | Threshold | Target | Maximum | Actual | | | Total Revenue (m) | 25% | $328.1 | $386.0 | $463.2 | $352.2 | 71% | | Total Adjusted EBITDA (m) | 19% | $124.5 | $146.5 | $175.8 | $138.9 | 83% | | Free Cash Flow before Growth CAPEX (m) | 13% | $59.5 | $70.0 | $84.0 | $54.0 | 0% | | Installations (count) | 19% | 119 | 140 | 168 | 146 | 121% | | Signings (count) | 19% | 111 | 130 | 156 | 130 | 100% | | Streaming Technology Bookings (m) | 6% | $12.8 | $15.0 | $18.0 | $3.2 | 0% | | Associated payout (% of target opportunity)(1) | | 50% | 100% | 200% | | 75% |

  25. Quantitative performance

    (1)Payouts by metric are calculated independently and interpolated on a straight-line basis between threshold, target and maximum. For performance below threshold, no bonus is earned. Outcomes by metric ranged from below threshold to above target evidencing the rigor in the goal-setting process and reinforcing our culture of aligning pay to performance. The overall quantitative performance factor was 74.7% of target.

  26. Qualitative performance

    Qualitative performance The Compensation Committee believes it is important to retain discretion in determining annual cash bonuses to ensure the alignment of pay and performance. The objective of the qualitative performance element of the bonus is to incentivize and reward individual NEO performance and outcomes in areas that are not necessarily quantifiable but are integral to our continued success. Areas considered generally reflect key strategic achievements that are leading indicators of our future performance. In 2024, this included success in demonstrating IMAX's global brand power, leadership within the global film industry including with filmmakers and studios, expansion of our local language film strategy, work to support the creation of new revenue streams, and diversification of the Company’s alternative content portfolio. For Ms. Fernandes and Mr. Lister, areas considered reflect their role in supporting IMAX’s ability to succeed in these areas, through their leadership of the finance, legal, and human resources functions. In respect of the CEO, the Compensation Committee assesses and scores Mr. Gelfond’s performance. For other NEOs, the CEO evaluates their performance and recommends scores which the Compensation Committee reviews and approves. The table below shows the payout as a percentage of target for the qualitative element of the annual bonus (20% for the CEO and 50% for the other NEOs), although the Compensation Committee and CEO also give consideration to the overall total when approving outcomes.

  27. Qualitative performance

    | QUALITATIVE PERFORMANCE PORTION OF THE ANNUAL CASH BONUS (20% for the CEO and 50% for the other NEOs) | | | | Officer | Key achievements considered in assessing individual performance | Qualitative Performance Element Payout (% of target) | | Richard L. Gelfond | The Committee considered the CEO’s leadership and achievements across a range of areas, including his personal role engaging directly with major studios, filmmakers and influencers. The following factors contributed to the Compensation Committee approving an outcome at 200% of target, resulting in an overall annual cash bonus being earned at target. •Solid box office performance: IMAX saw solid box office results, while navigating the impacts of a Hollywood strike impacted slate and economic challenges in China. IMAX also expanded the variety of content it programmed to include more other alternative content. •Strong slate of releases secured: IMAX’s exceptional brand value and proven success, enabled us to leverage our position to secure significant deals with Disney, Warner Bros., and Netflix, enhancing our financial growth prospects and further reinforcing our central position within Hollywood. •Improved studio relationships: Mr. Gelfond helped strengthen connections with filmmakers and studios, contributing to strong domestic box office performance and enabling the successful global film release strategies. •Enhanced investor relations strategy, driving improved market value: Mr. Gelfond initiated an overhaul in the Company’s messaging to the investor community, contributing to a 70.4% increase in our common share price in 2024. •Invested and advanced our technology: Invested in upgrading our film camera technology and launched new event content delivery systems, improving our infrastructure and live event offerings. •Expanded our global brand: Oversaw increases in system signings and installations as a result of deepening relationships in new markets; revamped our approach to marketing with the hiring of a new Chief Marketing Officer. •Improved cost management and generated savings: Achieved significant cost reductions, with SG&A expenses coming in below budget, and identified further cost-saving measures for future implementation. •Liquidity Management: Ended the year with significant liquidity, allowing for future strategic investments that will enable further growth. •Leadership Transformation: Oversaw several impactful changes to the management team. | 200% | | Natasha Fernandes | •Successful leadership of the finance and investor relations function resulting in significant share price improvement and analyst and investor relationships. •Contributed to IMAX securing higher investor multiples through our positioning in the market. •Evaluated and executed sophisticated tax strategies, including an internal asset sale to more closely align the Company’s intellectual property ownership with its operations. •Led significant cost reduction initiatives, resulting in optimization of operations and resource allocation for efficiency gains. •Oversaw successful capital allocation and risk management strategies to maintain a healthy financial profile amidst the softer performance in China and the lingering effects of the Hollywood strikes. | 142% | | Anne Globe | •Strengthened relationships with key studio partners, resulting in better collaboration and stronger IMAX brand representation. •Executed new and innovative marketing campaigns and initiatives that positively promoted the IMAX brand and grew our presence in alternative content. •Achieved cost savings and operational efficiency by developing in-house creative digital and social media functions. | 120% |

  28. Qualitative performance

    | QUALITATIVE PERFORMANCE PORTION OF THE ANNUAL CASH BONUS (20% for the CEO and 50% for the other NEOs) | | | | Robert D. Lister | •Helped lead Board efforts related to effective governance oversight, including expanded executive succession planning in response to shareholder feedback. •Led the securing of favorable contractual terms for IMAX in agreements with key partners, particularly on Hollywood studio side. •Provided global leadership across all IMAX global offices, including through oversight of Human Resources function, which implemented numerous system modernization initiatives in 2024. | 122% | | Mark Welton | •Direct accountability for the teams working on signings and installations, with both metrics achieving at or above target outcomes. •Led negotiations on significant new exhibition agreements; generated revenue through key contractual restructuring. •Improved customer satisfaction and timely installation and maintenance through his effective management of the Tech Services and Theatre Ops teams. •Helped lead the opening of new markets and opportunities in connection with IMAX Live content initiative. | 122% |

  29. Outcomes

    | Officer | Currency | Target bonus(1) | Actual bonus | Actual bonus as % of target | | Richard L. Gelfond | USD | 1,200,000 | 1,196,391 | 99.7% | | Natasha Fernandes | CAD | 322,500 | 350,000 | 108.5% | | Anne Globe | USD | 336,068 | 327,027 | 97.3% | | Robert D. Lister | USD | 465,490 | 452,968 | 97.3% | | Mark Welton | CAD | 560,000 | 544,936 | 97.3% |

  30. Long-term incentives

    Long-term incentives Equity-based long-term incentive awards account for the highest proportion of each NEO’s target compensation mix and provide direct alignment with the interests of our shareholders given exposure to movements in IMAX’s share price. Awards recognize the scope of a role’s responsibility, reward demonstrated performance, and encourage retention of talent and continuity in executive leadership. The level of value realized will reflect leadership contributions to the successful execution of our strategy and our ability to deliver long-term sustainable growth.

  31. Long-term Incentive Awards granted in 2024

    Long-term Incentive Awards granted in 2024 In 2024, NEOs other than Ms. Globe received target long-term incentive awards in an equally weighted mix of PSUs and RSUs. Ms. Globe received 25% of her long-term incentive award in PSUs and the balance in RSUs. The mix of Ms. Globe’s 2025 award will be equally weighted, consistent with those awarded to our other officers. There were no changes to the PSU or RSU designs in 2024 relative to 2023. In determining target award values, the Compensation Committee considers several factors including individual and company performance, role scope and responsibility, the NEO’s aggregate compensation opportunity, internal relativities, the availability of equity, market practices among peers and, if relevant, the terms set out in a NEO’s employment agreement. There were no changes to the target award values approved by the Compensation Committee for 2024 relative to 2023.

  32. Long-term Incentive Awards granted in 2024

    | Officer | Target grant value (USD)(1) | | Richard L. Gelfond | 5,500,000 | | Natasha Fernandes | 600,000 | | Anne Globe | 825,000 | | Robert D. Lister | 1,450,000 | | Mark Welton | 1,450,000 |

  33. Long-term Incentive Awards granted in 2024

    (1)The number of PSUs and RSUs awarded is determined by dividing the approved target values by the grant date fair market value of our Common Shares. Performance stock units awarded in 2024 For NEOs other than Ms. Globe, PSUs can be earned between 0% - 165% of the target value, based on IMAX’s average annual Adjusted EBITDA growth (weighted at 60%) and TSR relative to a custom peer group (weighted at 40%). The peer group used for relative TSR purposes is consistent with our compensation peer group as this reflects relevant industry companies against which to assess our investment return performance. Both measures are assessed over a three-year performance period which will conclude on December 31, 2026. Ms. Globe’s 2024 PSUs are only subject to the annual Adjusted EBITDA growth metric and accordingly can be earned up to 175% of target. Consistent with the other NEOs, Ms. Globe’s 2025 PSUs will be allocated 60% and 40% for Adjusted EBITDA and TSR, respectively.

  34. Long-term Incentive Awards granted in 2024

    | Metric(1) | | Threshold | Threshold - Target | Target | Maximum | | Average Annual Adjusted EBITDA Growth | Goals | 5.0% | 10.0% | 12.5% | ≥ 20% | | | Vesting (% of target) | 50% | 75% | 100% | 175% | | Relative TSR Percentile Rank(2) | Goals | 25th | - | 50th | ≥ 90th | | | Vesting (% of target) | 30% | - | 100% | 150% |

  35. Long-term Incentive Awards granted in 2024

    (1)Payouts by metric are calculated independently and interpolated on a straight-line basis between threshold, threshold-target (as applicable), target and maximum. For performance below threshold, no PSUs will vest. (2)The 2024 relative TSR peer group comprises Ambarella, Inc., Cinemark Holdings, Inc., Cineplex, Inc., Corsair Gaming, Inc., Dolby Laboratories, Inc., fuboTV Inc., Harmonic, Inc., Knowles Corporation, Lions Gate Entertainment Corp., The Marcus Corporation, WildBrain Ltd., and Xperi Inc. Restricted share units awarded in 2024 RSUs are generally earned based on continued service and vest in three tranches on the first (33%), second (33%), and third (34%) anniversaries of the date of grant.

  36. Assessment of 2022 performance stock unit vesting

    Assessment of 2022 performance stock unit vesting At the conclusion of 2024, the three-year performance period ended for PSUs granted in 2022. Awards were subject to goals based on Adjusted EBITDA growth (60%) and TSR relative to the Russell 2000 constituents (40%). The Company achieved a payout of 154.4% of target, underscoring strong performance as IMAX has navigated a challenging post-COVID-19 operating environment, difficult economic conditions in China, and writers’ and actors’ strikes in Hollywood.

  37. Assessment of 2022 performance stock unit vesting

    | Metric(1) | | Threshold | Threshold - Target | Target | Target - Maximum | Maximum | Actual | | Average Annual Adjusted EBITDA Growth | Goals | 5.0% | 10.0% | 12.5% | -% | ≥ 20% | 24.0% | | | Vesting (% of target) | 50% | 75% | 100% | - | 175% | 175% | | Relative TSR Percentile Rank | Goals | 40th | 50th | 70th | 80th | ≥ 90th | 79th | | | Vesting (% of target) | 37.5% | 50% | 100% | 125% | 175% | 123.5% |

  38. Assessment of 2022 performance stock unit vesting

    (1)Payouts by metric were calculated independently and interpolated on a straight-line basis between threshold, threshold-target (as applicable), target, target – maximum (as appropriate) and maximum. For performance below threshold, no PSUs would have vested.

  39. Employment and change-in-control agreements

    Employment and change-in-control agreements The Company has written employment agreements or offer letters with each NEO, which are described in detail in the “Potential Payments upon Termination or Change-in-Control” on page 51. These agreements are critical to attract and retain experienced talent within our industry, and to motivate and properly incentivize our NEOs, while still allowing the Compensation Committee and the CEO requisite discretion to determine overall compensation. The agreements specify details on the terms applicable to salary, bonus, equity awards, and the restrictive covenants the NEO is subject to (which includes non-competition and non-solicitation provisions). Generally, the agreements are established at the time of hire and are amended from time to time to extend or modify the terms of employment, including to reflect compensation decisions resulting from a promotion or other change in job responsibility. Each NEO’s employment arrangement requires that we make certain payments to the relevant NEO in the event of a termination of employment for various reasons, including in connection with a change-in-control. The provisions are designed to promote stability and continuity of senior management in the event of a transaction involving a change in control. No NEO has a “single-trigger” change-in-control benefit (other than Mr. Gelfond—see below); all such provisions require a qualifying termination of employment following a change-in-control event. The Gelfond Agreement includes provisions originally negotiated in connection with his role as an equity-holder pursuant to a shareholders agreement entered as part of the acquisition of IMAX in 1994 by Mr. Gelfond and the Company’s former co-CEO and Chairman, Bradley J. Wechsler, as well as an incentive bonus granted in 2006. These legacy provisions provide Mr. Gelfond with the opportunity to earn two payments on a change-in-control, based on the value of the Company as shown in the “Potential Payments upon Termination or Change-in-Control” section starting on page 51. The Compensation Committee has reviewed these provisions and believes that renegotiating legacy agreements with Mr. Gelfond (and/or Mr. Wechsler who retains his rights to similar payments even though his employment with the Company ended in 2009) that are 20-30 years old would be both impracticable for the Company and damaging to shareholders. The Compensation Committee continues to believe that these legacy provisions align with shareholders’ interests, while not creating undue risk.

  40. 2024 SUMMARY COMPENSATION TABLE

    2024 SUMMARY COMPENSATION TABLE The table below sets forth the compensation earned by the NEOs during the last three completed fiscal years.

  41. 2024 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Richard L. Gelfond | 2024 | 1,200,000 | — | 5,499,983(2) | 1,196,391 | —(3) | 85,437(4) | 7,981,811 | | Chief Executive Officer | 2023 | 1,200,000 | — | 5,499,992 | 1,954,521 | — | 74,122 | 8,728,635 | | and Director | 2022 | 1,200,000 | — | 5,499,961 | 1,258,243 | — | 79,800 | 8,038,004 | | Natasha Fernandes(5) | 2024 | 373,562 | — | 799,972(6) | 243,250 | | 41,034(7) | 1,457,818 | | Chief Financial Officer and | 2023 | 370,513 | — | 774,964 | 300,000 | — | 44,041 | 1,489,518 | | Executive Vice President | 2022 | 336,032 | — | 599,994 | 250,000 | — | 38,352 | 1,224,377 | | Anne Globe(8) | 2024 | 672,135 | — | 824,977(9) | 327,027 | — | 54,908(10) | 1,879,047 | | Chief Marketing Officer | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | | Robert D. Lister | 2024 | 775,816 | | 1,449,972(11) | 452,968 | | 95,712(12) | 2,774,468 | | Chief Legal Officer and | 2023 | 772,013 | | 1,449,951 | 644,322 | | 136,911 | 3,003,197 | | Senior Executive Vice President | 2022 | 755,065 | — | 1,449,973 | 500,000 | — | 67,496 | 2,772,534 | | Mark Welton(13) | 2024 | 556,000 | — | 1,449,972(14) | 378,731 | | 66,628(15) | 2,451,331 | | President, IMAX Global Theatres | 2023 | 599,817 | | 1,449,951 | 600,000 | — | 71,389 | 2,721,157 | | | 2022 | 566,777 | — | 1,449,973 | 500,000 | — | 59,151 | 2,575,900 |

  42. 2024 SUMMARY COMPENSATION TABLE

    (1)As required by SEC rules, the “Stock Awards” columns in this Summary Compensation Table reflect the aggregate grant date fair values of PSUs and RSUs, respectively, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (with no reductions for forfeitures). See “Capital Stock — Share-Based Compensation” in Note 16 of Notes to Consolidated Financial Statements in Item 8 of the 2024 Form 10-K, for the assumptions used to calculate the fair value of the PSUs and RSUs. Whether, and to what extent, an NEO realizes value with respect to PSU, or RSU awards will depend on our actual operating performance, stock price fluctuations relative to a peer group and the NEO’s continued employment through the applicable vesting date. (2)This amount represents the grant date fair value of 183,578 RSUs and 173,877 PSUs granted on January 2, 2024 pursuant to the Gelfond Agreement. The grant date fair value of the PSU awards granted to Mr. Gelfond in 2024, assuming the highest level of performance conditions associated with these PSUs occurs (capped at 175% and 150% of target of the initial Adjusted EBITDA award and the initial TSR awards, respectively) is $4,537,473. (3)The carrying value of Mr. Gelfond’s benefits under the SERP increased due to changes in actuarial assumptions that are unrelated to the value Mr. Gelfond will derive under the SERP. Pursuant to the terms of an amendment to the Gelfond Agreement, effective January 1, 2020, Mr. Gelfond is entitled to a fixed value of $20.3 million under the SERP. See “Employers Pension and Postretirement Benefits — Defined Benefit Plan” in Note 22 of Notes to Consolidated Financial Statements in Item 8 of the 2024 Form 10-K, for more information related to the SERP. (4)This amount reflects: (i) $8,625 for contributions to his 401(k) retirement plan; (ii) $10,128 for the supplemental health reimbursement premiums; (iii) $42,065 for allowance for personal automobile use; (iv) $2,500 reimbursement under the Executive Wellness Plan; (v) $20,371 for costs incurred during business travel; and (vi) $1,748 for other incidentals. (5)Ms. Fernandes’ salary, bonus, non-equity incentive plan compensation, and all other compensation are paid in Canadian dollars. Exchange rates of US$1.00 = CAD$1.4389 in 2024, US$1.00 = CAD$1.3226 in 2023, and US$1.00 = CAD$1.3544 in 2022 have been applied to convert such amounts from Canadian dollars to U.S. dollars. The exchange rates were as of the last trading date in the relevant year. (6)This amount represents the grant date fair value of 23,710 RSUs and 21,929 PSUs granted on March 7, 2024 pursuant to Ms. Fernandes’ employment agreement. The grant date fair value of the PSU awards granted to Ms. Fernandes in 2024, assuming the highest level of performance conditions associated with these PSUs occurs (capped at 175% and 150% of target of the initial Adjusted EBITDA award and the initial TSR awards, respectively) is $659,974. (7)This amount reflects: (i) $18,678 for contributions to her retirement plan; (ii) $20,212 for allowance for personal automobile use; (iii) $1,396 reimbursement for the Executive Wellness Plan; and (iv) $748 for tax preparation related to business travel. (8)Ms. Globe joined the Company on January 29, 2024. (9)This amount represents the grant date fair value of 36,677 RSUs and 12,225 PSUs granted on March 7, 2024 pursuant to Ms. Globe’s employment agreement. The grant date fair value of the PSU awards granted to Ms. Globe in 2024, assuming the highest level of performance conditions associated with these PSUs occurs (capped at 175% of target of the initial Adjusted EBITDA award) is $360,913. (10)This amount reflects: (i) $9,284 for the supplemental health reimbursement premiums; (ii) $19,870 for allowance for personal automobile use; (iii) $8,625 for contributions to her 401(k) retirement plan; (iv) $2,292 in reimbursement for the Executive Wellness Plan; and (v) $14,837 for reimbursable office expenses. (11)This amount represents the grant date fair value of 42,975 RSUs and 39,747 PSUs granted on March 7, 2024 pursuant to Mr. Lister’s employment agreement. The grant date fair value of the PSU awards granted to Mr. Lister in 2024, assuming the highest level of performance conditions associated with these PSUs occurs (capped at 175% and 150% of target of the initial Adjusted EBITDA award and the initial TSR awards, respectively) is $1,196,224. (12)This amount reflects: (i) $16,404 for the supplemental health reimbursement premiums; (ii) $34,109 for allowance for personal automobile use; (iii) $8,625 for contributions to his 401(k) retirement plan; (iv) $34,074 for a taxable benefit in relation to the achievement of the Service Factor; and (v) $2,500 reimbursement for the Executive Wellness Plan. (13)Mr. Welton’s salary, bonus, non-equity incentive plan compensation and all other compensation are paid in Canadian dollars. Exchange rates of US$1.00 = CAD$1.4389 in 2024, US$1.00 = CAD$1.3226 in 2023, and US$1.00 = CAD$1.3544 in 2022 have been applied to convert such amounts from Canadian dollars to U.S. dollars. The exchange rates were as of the last trading date in the relevant year. (14)This amount reflects the grant date fair value of 42,975 RSUs and 39,747 PSUs granted on March 7, 2024 pursuant to Mr. Welton’s employment agreement. The grant date fair value of the PSU awards granted to Mr. Welton in 2024, assuming the highest level of performance conditions associated with these PSUs occurs (capped at 175% and 150% of target of the initial Adjusted EBITDA award and the initial TSR awards, respectively) is $1,196,224. (15)This amount reflects: (i) $30,462 for contributions to his retirement plan including the non-registered Plan; (ii) $24,533 for allowance for personal automobile use; (iii) $9,004 for life insurance payments and other taxable benefit reimbursements; (iv) $2,280 reimbursement for the Executive Wellness Plan; and (v) $349 for other incidentals. The material terms of the NEOs’ employment agreements are described below in “Potential Payments upon Termination or Change-in-Control” and such summaries are qualified in their entirety by the full text of such agreement.

  43. 2024 GRANTS OF PLAN-BASED AWARDS

    2024 GRANTS OF PLAN-BASED AWARDS The following table sets forth information relating to grants of PSUs and RSUs made to NEOs during the fiscal year ended December 31, 2024 under any plan, including awards that subsequently have been transferred.

  44. 2024 GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts under Equity Incentive Plan Awards (2) | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#)(3) | Maximum (#)(4) | All Other Stock Awards: Number of Shares or Stock or Units (5) (#) | Grant Date Fair Value of Stock and Option Awards (6) ($) | | Richard L. Gelfond | | - | 1,200,000 | 2,400,000(7) | - | - | - | - | - | | | Jan 2, 2024 | - | - | - | - | 173,877 | 288,351 | - | 2,749,984 | | | Jan 2, 2024 | - | - | - | - | - | - | 183,578(8) | 2,749,998 | | Natasha Fernandes(9) | | - | 224,137(10) | - | - | - | - | - | - | | | Mar 7, 2024 | - | - | | | 21,929 | 36,449 | - | 399,984 | | | Mar 7, 2024 | - | - | - | - | - | - | 23,710(11) | 399,988 | | Anne Globe | | - | 336,068 | - | - | - | - | - | - | | | Mar 7, 2024 | - | - | - | - | 12,225 | 21,393 | - | 206,236 | | | Mar 7, 2024 | - | - | - | - | - | - | 36,677(12) | 618,741 | | Robert D. Lister | | - | 465,490 | - | - | - | - | - | - | | | Mar 7, 2024 | - | - | - | - | 39,747 | 66,066 | - | 724,984 | | | Mar 7, 2024 | - | - | - | - | - | - | 42,975(13) | 724,988 | | Mark Welton(14) | | - | 389,200 | - | - | - | - | - | - | | | Mar 7, 2024 | - | - | - | - | 39,747 | 66,066 | - | 724,984 | | | Mar 7, 2024 | - | - | - | - | - | - | 42,975(15) | 724,988 |

  45. 2024 GRANTS OF PLAN-BASED AWARDS

    (1)Represents annual cash bonus awards. The Target column reflects the award granted had we achieved all of our 2024 performance measures at target, and are based on eligible earnings and the applicable target bonus for the year. See “Compensation Discussion and Analysis — 2024 NEO Compensation — Annual cash bonus” on page 34. Actual payouts are reported in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.” (2)Each PSU represents a contingent right to receive one Common Share. The number of PSUs that ultimately vest can range from 0% to a maximum vesting opportunity of 175% of the initial Adjusted EBITDA award and 150% of the initial TSR award, depending upon actual performance versus the established Adjusted EBITDA and TSR targets. All PSUs were awarded under the IMAX LTIP. (3)This amount represents the PSUs granted in 2024, which were awarded under the IMAX LTIP. (4)This amount represents the maximum vesting opportunity available for the PSUs granted in 2024, which will be evaluated at the conclusion of the three-year performance period depending upon actual performance versus the established Adjusted EBITDA and TSR targets. (5)Each RSU represents a contingent right to receive one Common Share. All RSUs were awarded under the IMAX LTIP. (6)This amount represents the aggregate grant date fair values computed in accordance with FASB ASC Topic 718 (with no reductions for expected forfeitures). See “Capital Stock — Share-Based Compensation” in Note 16 of Notes to Consolidated Financial Statements in Item 8 of the 2024 Form 10-K, for the assumptions used to calculate the fair value of the RSUs and PSUs. Whether, and to what extent, an NEO realizes value with respect to RSU or PSU awards will depend on our actual operating performance, stock price fluctuations, and the NEO’s continued employment. (7)Mr. Gelfond has a maximum annual bonus opportunity pursuant to his employment agreement of 200% of his base salary. (8)These RSUs represent 183,578 RSUs granted on January 2, 2024 pursuant to the Gelfond Agreement. These RSUs will vest and convert to Common Shares in three installments: 61,192 on January 2, 2025 and 61,193 on each of January 2, 2026 and January 2, 2027. (9)Ms. Fernandes’ estimated future payouts under non-equity incentive plan awards are paid in Canadian dollars. An exchange rate of US$1.00= CAD$1.4389 in 2024 has been applied to convert such amounts from Canadian dollars to U.S. dollars. (10)Ms. Fernandes’ target bonus percentage increased to 60% for the 2024 performance year. (11)These RSUs represent 23,710 RSUs granted on March 7, 2024 pursuant to Ms. Fernandes’ employment agreement. The RSUs will vest and convert to Common Shares in three installments: 7,903 on each of March 7, 2025 and March 7, 2026 and 7,904 on March 7, 2027. (12)These RSUs represent 36,677 RSUs granted on March 7, 2024 pursuant to Ms. Globe’s employment agreement. The RSUs will vest and convert to Common Shares in three installments: 12,225 on each of March 7, 2025 and March 7, 2026 and 12,227 on March 7, 2027. (13)These RSUs represent 42,975 RSUs granted on March 7, 2024 pursuant to Mr. Lister’s employment agreement. These RSUs vest and will convert to Common Shares in three installments: 14,325 on each of March 7, 2025, March 7, 2026 and March 7, 2027. (14)Mr. Welton’s estimated future payouts under non-equity incentive plan awards are paid in Canadian dollars. An exchange rate of US$1.00= CAD$1.4389 in 2024 has been applied to convert such amounts from Canadian dollars to U.S. dollars. (15)These RSUs represent 42,975 RSUs granted on March 7, 2024 pursuant to Mr. Welton’s employment agreement. These RSUs will vest and convert to Common Shares in three installments: 14,325 on each of March 7, 2025, March 7, 2026 and March 7, 2027. Additional terms and conditions of the PSUs and RSUs granted detailed above are described below in “Potential Payments upon Termination or Change-in-Control” and such summaries are qualified in their entirety by the full text of such agreement.

  46. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END The following table sets forth information relating to unexercised equity awards for each NEO outstanding as of December 31, 2024.

  47. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Richard L. Gelfond | | | | | — | — | — | — | | | 467,625 | — | 29.58 | January 5, 2025 | — | — | — | — | | | 486,284 | — | 31.40 | June 7, 2026 | — | — | — | — | | | 356,757 | — | 31.90 | January 3, 2027 | — | — | — | — | | | 452,675 | — | 23.20 | January 2, 2028 | — | — | — | — | | | 522,979 | — | 18.75 | January 2, 2029 | — | — | — | — | | | — | — | — | — | 51,383(1) | 1,315,405(4) | — | — | | | — | — | — | — | 125,057(2) | 3,201,459(4) | — | — | | | — | — | — | — | 183,578(3) | 4,699,597(4) | — | — | | | — | — | — | — | — | — | 52,083(5) | 1,333,325(4) | | | — | — | — | — | — | — | 92,488(6) | 2,367,693(4) | | | — | — | — | — | — | — | 61,179(7) | 1,566,182(4) | | | — | — | — | — | — | — | 112,551(8) | 2,881,306(4) | | | — | — | — | — | — | — | 63,731(9) | 1,631,514(4) | | | — | — | — | — | — | — | 110,146(10) | 2,819,738(4) | | Natasha Fernandes | 2,652 | — | 22.49 | March 7, 2026 | — | — | — | — | | | | | | | 7,422(11) | 190,003(4) | — | — | | | — | — | — | — | 13,852(12) | 354,611(4) | — | — | | | — | — | — | — | 23,710(13) | 606,976(4) | — | — | | | — | — | — | — | | | 7,422(6) | 190,003(4) | | | — | — | — | — | — | — | 6,715(7) | 171,904(4) | | | — | — | — | — | — | — | 12,466(8) | 319,130(4) | | | — | — | — | — | — | — | 7,703(9) | 197,197(4) | | | — | — | — | — | — | — | 14,226(10) | 364,186(4) | | Anne Globe | | | | | 36,677(14) | 938,931(4) | | | | | | | | | | | 12,225(10) | 312,960(4) | | Robert D. Lister | | | | | | | | | | | 50,143 | — | 22.49 | March 7, 2026 | — | — | — | — | | | — | — | — | — | 11,959(15) | 306,150(4) | — | — | | | — | — | — | — | 25,916(16) | 663,450(4) | — | — | | | — | — | — | — | 42,975(17) | 1,100,160(4) | — | — | | | — | — | — | — | — | — | 10,931(5) | 279,834(4) | | | — | — | — | — | — | — | 21,523(6) | 550,989(4) | | | — | — | — | — | — | — | 12,564(7) | 321,638(4) | | | — | — | — | — | — | — | 23,324(8) | 597,094(4) | | | — | — | — | — | — | — | 13,962(9) | 357,427(4) | | | — | — | — | — | — | — | 25,785(10) | 660,096(4) | | Mark Welton | | | | | — | — | — | — | | | 49,504 | — | 22.49 | March 7, 2026 | — | — | — | — | | | — | — | — | — | 11,959(15) | 306,150(4) | — | — | | | — | — | — | — | 25,916(16) | 663,450(4) | — | — | | | — | — | — | — | 42,975(17) | 1,100,160(4) | — | — | | | — | — | — | — | — | | 10,931(5) | 279,834(4) | | | — | — | — | — | — | — | 21,523(6) | 550,989(4) | | | — | — | — | — | — | — | 12,564(7) | 321,638(4) | | | — | — | — | — | — | — | 23,324(8) | 597,094(4) | | | — | — | — | — | — | — | 13,962(9) | 357,427(4) | | | — | — | — | — | — | — | 25,785(10) | 660,096(4) |

  48. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    (1)51,383 of the RSUs will vest and convert to Common Shares on January 2, 2025. (2)62,528 of the RSUs will vest and convert to Common Shares on January 2, 2025 and 62,529 on January 2, 2026. (3)61,192 of the RSUs will vest and convert to Common Shares on January 2, 2025 and 61,193 on each of January 2, 2026 and January 2, 2027. (4)Market value is based on the closing price of the Common Shares on the NYSE on December 31, 2024 ($25.60). These amounts assume achievement of performance at target. (5)These PSUs will vest and convert to Common Shares in the first quarter of 2025. At the conclusion of the three-year performance period on December 31, 2024, the number of PSUs that ultimately vest can range from 0% to a maximum vesting opportunity of 175% of the initial award, depending upon actual performance vs. the established TSR target. (6)These PSUs will vest and convert to Common Shares in the first quarter of 2025. At the conclusion of the three-year performance period on December 31, 2024, the number of PSUs that ultimately vest can range from 0% to a maximum vesting opportunity of 175% of the initial award, depending upon actual performance vs. the established Adjusted EBITDA target. (7)These PSUs will vest and convert to Common Shares in the first quarter of 2026. At the conclusion of the three-year performance period on December 31, 2025, the number of PSUs that ultimately vest can range from 0% to a maximum vesting opportunity of 175% of the initial award, depending upon actual performance vs. the established TSR target. (8)These PSUs will vest and convert to Common Shares in the first quarter of 2026. At the conclusion of the three-year performance period on December 31, 2025, the number of PSUs that ultimately vest can range from 0% to a maximum vesting opportunity of 175% of the initial award, depending upon actual performance vs. the established Adjusted EBITDA target. (9)These PSUs will vest and convert to Common Shares in the first quarter of 2027. At the conclusion of the three-year performance period on December 31, 2026, the number of PSUs that ultimately vest can range from 0% to a maximum vesting opportunity of 150% of the initial award, depending upon actual performance vs. the established TSR target. (10)These PSUs will vest and convert to Common Shares in the first quarter of 2027. At the conclusion of the three-year performance period on December 31, 2026, the number of PSUs that ultimately vest can range from 0% to a maximum vesting opportunity of 175% of the initial award, depending upon actual performance vs. the established Adjusted EBITDA target. (11)7,422 of the RSUs will vest and convert into common shares on March 7, 2025. (12)6,925 of the RSUs will vest and convert into common shares on March 7, 2025 and 6,927 on March 7, 2026. (13)7,903 of the RSUs will vest and convert into common shares on each of March 7, 2025 and March 7, 2026 and 7,904 on March 7, 2027. (14)12,225 of the RSUs will vest and convert into common shares on each of March 7, 2025 and March 7, 2026 and 12,227 on March 7, 2027. (15)11,959 of the RSUs will vest and convert to Common Shares on March 7, 2025 (16)12,957 of the RSUs will vest and convert into Common Shares on March 7, 2025 and 12,959 on March 7, 2026. (17)14,325 of the RSUs will vest and convert to Common Shares on each of March 7, 2025, March 7, 2026 and March 7, 2027. All stock options and RSUs in the “Outstanding Equity Awards at 2024 Fiscal Year-End” table were granted under the Stock Option Plan or the IMAX LTIP as described above in “Compensation Discussion and Analysis.”

  49. OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2024

    OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2024 The following table sets forth all stock awards that vested and the value realized upon vesting during the fiscal year ended December 31, 2024 for each of the NEOs on an aggregated basis.

  50. OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2024

    | Name | Number of Shares Acquired on Exercise of Options (#) | Value Realized on Option Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Richard L. Gelfond | — | — | 330,056(2) | 5,243,353 | | Natasha Fernandes | 2,957 | 13,795(3) | 16,710(4) | 280,728 | | Anne Globe | — | — | — | — | | Robert D. Lister | 55,910 | 260,222(3) | 62,503(5) | 1,050,050 | | Mark Welton | 39,432 | 183,584(3) | 62,504(6) | 1,050,067 |

  51. OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2024

    (1)Represents the aggregate dollar amount realized upon the vesting of stock award based on the closing price of the Common Shares on the NYSE on the respective vesting date. (2)Represents (i) 113,910 RSUs vested and converted into 113,910 Common Shares on January 2, 2024, (ii) 52,084 RSUs vested and converted into 52,084 Common Shares on January 4, 2024, and (iii) 164,062 PSUs vested and converted into 164,062 Common Shares on March 7, 2024. (3)These options were exercised on December 9, 2024. The options were issued in 2018 and set to expire on March 7, 2025. The transaction was driven solely by the upcoming expiration of the options and the Company’s fourth quarter trading blackout period that commenced on December 18, 2024. (4)Represents (i) 15,218 RSUs vested and converted into 15,218 Common Shares and (ii) 1,492 PSUs vested and converted into 1,492 Common Shares on March 7, 2024. (5)Represents (i) 39,647 RSUs vested and converted into 39,647 Common Shares and (ii) 22,856 PSUs vested and converted into 22,856 Common Shares on March 7, 2024. (6)Represents (i) 39,648 RSUs vested and converted 39,648 Common Shares and (ii) 22,856 PSUs vested and converted into 22,856 Common Shares on March 7, 2024.

  52. 2024 PENSION BENEFITS

    2024 PENSION BENEFITS The following table sets forth information relating to each defined benefit pension plan that provides for payments or other benefits at, following, or in connection with retirement, as of December 31, 2024.

  53. 2024 PENSION BENEFITS

    | | | Number of Years | Present Value of | Payments During | | Name and Principal Position of Named Executive Officer | Plan Name | of Credited Service (#) | Accumulated Benefits(1) ($) | Last Fiscal Year ($) | | Richard L. Gelfond | Supplemental Executive Retirement Plan | 23.5 | 18,955,000(2) | — | | | Post-Retirement Medical Benefits | — | 254,000 | — |

  54. 2024 PENSION BENEFITS

    (1)See “Employers Pension and Postretirement Benefits — Defined Benefit Plan and Postretirement Benefits - Executives” in Note 22 of Notes to Consolidated Financial Statements in Item 8 of the 2024 Form 10-K, for certain assumptions used to calculate the present value of accumulated benefits. (2)This amount represents the result of actuarial assumptions regarding the carrying value of Mr. Gelfond’s benefits under the SERP that are unrelated to the value Mr. Gelfond will derive under the SERP. Pursuant to the terms of an amendment to the Gelfond Agreement, effective January 1, 2020, Mr. Gelfond is entitled to a fixed value of $20.3 million under the SERP. See “Employers Pension and Postretirement Benefits— Defined Benefit Plan” in Note 22 of the Notes to Consolidated Financial Statements in Item 8 of the 2024 Form 10-K, for more information related to the SERP. We have an unfunded U.S. defined benefit pension plan, the SERP, covering Mr. Gelfond, which was established in 2000. The SERP provides for a lifetime retirement benefit from age 55. Under the terms of the SERP, if Mr. Gelfond’s employment is terminated other than for Cause (as defined in the Gelfond Agreement), he is entitled to receive SERP benefits in the form of a lump sum payment. SERP benefit payments to Mr. Gelfond are subject to a deferral for six months after the termination of his employment, at which time Mr. Gelfond will be entitled to receive interest on the deferred amount credited at the applicable federal rate for short-term obligations. The vesting percentage increased on a straight-line basis from inception until age 55. Mr. Gelfond’s SERP benefits became 100% vested on July 10, 2010. Under the terms of the Gelfond Agreement, the total amount of benefit payable to Mr. Gelfond under the SERP has been fixed at $20.3 million. For more information regarding changes in the SERP value, see the “2024 Summary Compensation Table” on page 42. We are required to assume a retirement date of December 31, 2024 for Mr. Gelfond for purposes of the "2024 Pension Benefits" table, even though the Gelfond Agreement runs through December 31, 2025. The value of Mr. Gelfond’s pension benefits under the SERP increased compared to December 31, 2023 value. See “Employers Pension and Postretirement Benefits — Defined Benefit Plan” in Note 22 of Notes to Consolidated Financial Statements in Item 8 of the 2024 Form 10-K for more information related to this calculation. We also maintain an unfunded post-retirement medical benefits plan covering Mr. Gelfond. This plan provides that we will maintain retiree health benefits for Mr. Gelfond until he becomes eligible for Medicare and, thereafter, we will provide Medicare supplemental coverage as selected by Mr. Gelfond. If the foregoing coverage is not permitted, Mr. Gelfond will be entitled to an annual cash payment equal to the value of such coverage. Mr. Gelfond is fully vested in this plan. Further descriptions of the SERP, the unfunded post-retirement medical benefits plan and our defined contribution plans are summarized above in “Compensation Discussion and Analysis – Retirement and Pension Plans” on page 38.

  55. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE The Dodd-Frank Act requires us to disclose the ratio of the CEO’s annual total compensation to that of the Company’s global median employee (excluding the CEO). Under the rules, we are permitted to use the same median employee in calculating the pay ratio as the median employee we identified in fiscal year 2023 for up to three years if there have been no changes that we reasonably believe would significantly affect this pay ratio. The median employee first identified in fiscal year 2023 experienced significant changes to their compensation in fiscal year 2024 that we reasonably believe would result in significant change in our pay ratio disclosure. Therefore, we identified a new median employee using the approach described below for fiscal year 2024. To determine the median employee, we prepared a list of our global employee population as of our December 31, 2024 determination date, including all employees, whether employed on a full-time, part-time, or seasonal basis. Based on this methodology, the total number of global employees was 793 as of December 31, 2024. We established a consistently applied compensation measure of target total cash compensation (base salary plus the target annual incentive value), with amounts paid in foreign currencies converted to US dollars based on the U.S. Treasury rates as of December 31, 2024. We annualized compensation for employees newly hired in 2024. We applied a valid statistical sampling technique to identify the population of employees with compensation within five percent of the median and selected an employee that was from within that range as our median employee. We then determined that employee’s annual total compensation was $91,969 for 2024. The CEO’s annual total compensation was $7,981,811 for 2024, resulting in an estimated ratio of 87:1 for CEO pay to median employee pay. The ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of SEC Regulation S-K. Given the rule’s flexibility, the method the Company used to determine the median employee may be different from its peers, so the ratios may not be comparable.

  56. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL While we have no formal severance plans, we have entered into written employment agreements or offer letters with certain of our executive officers, including each of the NEOs, which require us to make payments to the NEOs in the event of the termination of their employment in various circumstances, including in the event of a change-in-control, as further described below. These employment agreement provisions are intended to attract, retain, and motivate employees, provide stability and continuity among our senior executives, and ensure that our executive officers are able to devote their full time and attention to our operations in the event of an actual or potential change-in-control. Equity Provisions. In addition to the contractual rights of the NEOs described below, all of the NEOs hold equity awards granted under our equity compensation plans, including the IMAX LTIP, which describe the impact of certain separation events on equity awards granted. These generally applicable termination-related provisions are as follows: •Termination generally: The Compensation Committee will determine the disposition of an award, including the acceleration of vesting, exercisability or settlement of, elimination of restrictions or conditions applicable to, or extension of exercise period, in the event of a participant’s termination of employment. •Termination upon change-in-control: A change-in-control of the Company in and of itself will have no effect; however, all outstanding unvested equity awards will immediately vest and become fully exercisable in the event that the participant’s employment is terminated by the Company without cause or by the participant for good reason within 24 months of the change-in-control. In addition, all outstanding unvested equity awards granted under the IMAX LTIP will immediately vest and become fully exercisable in the event that, following a change-in-control, the successor entity does not assume or provide a substitute for such equity awards on substantially the same terms and conditions. For purposes of the IMAX LTIP, the following are considered to be a change-in-control: (i) any person becoming the beneficial owner of 35% or more of the Company’s securities; (ii) a change in the majority of the Board of Directors; (iii) completing certain reorganization, merger, or consolidation transactions or a sale of all or substantially all of the Company’s assets; or (iv) the complete liquidation or dissolution of the Company. •Service Factor: After achieving the “Service Factor” a Participant resigns or is terminated without cause, his or her outstanding equity awards will continue to vest in accordance with the applicable vesting schedule of the equity award and retain the other terms of the award. The “Service Factor” is defined as (i) attaining the age of at least 55 and (ii) continuous service with the Company or any of its subsidiaries and affiliates for at least 10 years, or such other criteria that are deemed by the Compensation Committee to be an achievement of the Service Factor; provided, however, that, in the case of a resignation, the Participant must provide the Company with a written notice of intent to resign at least six (6) months prior to the final day of employment with the Company. In certain cases, an NEO’s equity awards are controlled by the terms of his or her employment agreement; in the event of a conflict between such employment agreement and the terms of our equity compensation plans, the terms of the employment agreement will prevail.

  57. Payments upon Termination Generally

    Payments upon Termination Generally Regardless of the termination scenario, each NEO will receive earned but unpaid base salary through the employment termination date, along with any other accrued or vested payments or benefits owed under any of our plans or agreements covering them as governed by the terms of those plans or agreements, including perquisites and business expenses (such payments, “Accrued Obligations”). Additionally, Mr. Gelfond would also be entitled to his benefits under the SERP (except in the event he is terminated for cause) and his retiree health benefits. Mr. Lister, Ms. Fernandes, and Mr. Welton would also be entitled to a prorated target bonus for the year of termination. Mr. Welton and Ms. Fernandes may also be entitled to certain compensation under applicable Canadian law.

  58. Payments upon Termination due to Death or Disability

    Payments upon Termination due to Death or Disability In the event Mr. Gelfond’s employment is terminated due to death or disability, 100% of his outstanding unvested equity awards will vest immediately, and all vested options will remain exercisable until the shorter of (x) their original term and (y) 2 years from termination. In addition, Mr. Gelfond will be entitled to receive his target bonus, which is equal to 100% of his base salary. If Messrs. Lister and Welton and Mses. Fernandes and Globe are terminated due to death or disability, each would be entitled to accelerated vesting for a portion of their outstanding RSUs that, when combined with those already vested, would total an aggregate of 50% of all of their RSUs granted. In addition, (i) for Mr. Welton and Ms. Globe, each would be entitled to vesting of a portion of their PSUs that, when combined with those already vested, would total an aggregate of 50% of their PSUs granted; and (ii) for Mr. Lister and Ms. Fernandes, each would be entitled to vesting of a portion of their PSUs that, when combined with those already vested, would total an aggregate of 50%, subject to the achievement of the original performance conditions. For Ms. Fernandes and Mr. Lister, any vested options would continue to be exercisable for a period of 180 days. In addition, Mr. Lister would be entitled to a prorated achieved bonus for the year of his death or disability.

  59. Payment upon Termination without Cause or Resignation for Good Reason

    Payment upon Termination without Cause or Resignation for Good Reason In the event that Mr. Gelfond’s employment is terminated by the Company without cause or by him for good reason, Mr. Gelfond would be entitled to (i) 200% of his base salary for each remaining year or partial year remaining under the Gelfond Agreement but not to exceed 24 months and (ii) his prorated bonus for the year of termination based on the actual achievement of the performance goals. In addition, a portion of Mr. Gelfond’s (i) unvested RSUs, prorated based on the number of calendar days Mr. Gelfond was employed by the Company during the entire vesting period applicable to the award, would immediately vest; and (ii) unvested PSUs, prorated based on the number of calendar days Mr. Gelfond was employed by the Company during the performance period applicable to the award, would continue to vest at the end of the applicable performance period, subject to the achievement of the performance conditions. All of his outstanding options will vest immediately and be exercisable subject to the terms set forth in the Gelfond Agreement. In the event that Ms. Globe’s employment is terminated by the Company without cause or by her for good reason, Ms. Globe would be entitled to a severance pay equal to one month of base salary and target bonus for every year of service (prorated for partial years); provided that the minimum severance period will be six months, and the maximum severance period will be 12 months. For example, if Ms. Globe is terminated after six years of service, she will be entitled to six months of base salary and the prorated target bonus for six months. In the event that Mr. Lister’s employment is terminated by the Company without cause or by him for good reason, Mr. Lister would be entitled to receive (i) his base salary, automobile allowance, and continued participation under the Company’s group medical plan for the greater of (x) the remainder of his employment term and (y) 18 months, (ii) a cash payment equal to a prorated target bonus for the year in which Mr. Lister’s employment is terminated, and (iii) a cash payment equal to the target bonus for each full year remaining during the term. In the event Mr. Lister were not permitted to continue his participation in our medical plans, Mr. Lister would be entitled to a cash payment equal to the value of the benefit continuation for the severance period, payable in three semi-annual installments. Other than the equity award granted in 2023, Mr. Lister also would be entitled to the accelerated vesting of all granted but unvested equity awards (in the case of PSUs, subject to the achievement of the original performance conditions). Following a termination without cause or resignation for good reason, Mr. Lister would have 12 months to exercise any vested stock options. For the 2023 annual grants, (x) all outstanding equity will, pursuant to the Service Factor, continue to vest in accordance with the original vesting schedule (in the case of PSUs, subject to the achievement of the original performance conditions), and (y) all vested options will remain exercisable until the earlier of (i) 12 months beyond the end of the applicable severance period and (ii) the original expiration date of the vested options. In the event that Mr. Welton’s or Ms. Fernandes’ employment is terminated by the Company without cause, Mr. Welton or Ms. Fernandes, as applicable, would be entitled to the prorated target bonus for the year of the termination. Mr. Welton or Ms. Fernandes, as applicable, would also be entitled to (i) one month’s salary for each year of service up to a maximum of 24 months, target bonus, and automobile allowance and (ii) continued healthcare benefits for the duration of the salary continuation period (or earlier, upon obtainment of new employment). In addition, for Mr. Welton, all equity that remains unvested as of the date of the termination will, pursuant to the Service Factor, continue to vest in accordance with the original vesting schedule (in the case of PSUs, subject to the achievement of the original performance conditions). For Ms. Fernandes, (i) all of her outstanding equity as of the date of the termination will continue to vest in accordance with the original vesting schedule during the salary continuation period and (ii) all vested options will remain exercisable until the earlier of (x) six months beyond the end of the salary continuation period and (y) the expiration of the remaining terms of the vested options.

  60. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table summarizes compensation values reported in the Summary Compensation Table for our Chief Executive Officer, also known as principal executive officer (“PEO”), and the average of our other NEOs as compared to “compensation actually paid” during the years ended December 31, 2024 2023, 2022, 2021, and 2020. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those that are required to be applied in the Summary Compensation Table. The “compensation actually paid” amounts do not reflect the amounts of compensation actually earned, realized, or received by our NEOs during the applicable fiscal year.

  61. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid ("CAP") to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (millions)(4) | Attributable Adjusted EBITDA (millions)(5) | | | | | | | TSR | Peer Group TSR(3) | | | | 2024 | $7,981,811 | $20,436,937 | $2,140,666 | $3,899,727 | $125.31 | $82.45 | $26.1 | $124.8 | | 2023 | $8,728,635 | $9,444,922 | $2,285,243 | $2,378,593 | $73.52 | $78.52 | $25.3 | $128.2 | | 2022 | $8,038,004 | $5,845,194 | $2,065,369 | $1,578,025 | $71.76 | $119.49 | $(22.8) | $84.5 | | 2021 | $9,081,442 | $9,581,484 | $2,623,371 | $1,838,719 | $87.32 | $145.37 | $(22.3) | $68.6 | | 2020 | $6,922,439 | $7,069,638 | $2,250,134 | $2,516,577 | $88.20 | $110.56 | $(143.8) | $(13.1) |

  62. PAY VERSUS PERFORMANCE

    (1) The PEO for the covered years is Richard L. Gelfond. Our non-PEO NEOs for the covered years are as follows:

  63. PAY VERSUS PERFORMANCE

    | 2020 | 2021 | 2022 | 2023 | 2024 | | Patrick McClymont | Patrick McClymont | Natasha Fernandes | Natasha Fernandes | Natasha Fernandes | | Megan Colligan | Joseph Sparacio | Joseph Sparacio | Daniel Manwaring | Anne Globe | | Robert D. Lister | Megan Colligan | Megan Colligan | Robert D. Lister | Robert D. Lister | | Mark Welton | Robert D. Lister | Robert D. Lister | Mark Welton | Mark Welton | | | Mark Welton | Mark Welton | | |

  64. PAY VERSUS PERFORMANCE

    (2) The following adjustments relating to equity awards were made to total compensation for each year to determine CAP:

  65. PAY VERSUS PERFORMANCE

    | Year | Value of Equity Awards Disclosed in the Summary Compensation Table | Year End Value of Equity Awards Granted During the Covered Year | Change in Fair Value of Outstanding and Unvested Equity Awards | Change in Fair Value of Awards Granted in Prior Years Vesting During the Covered Year | Value of Awards Granted in Prior Years that Fail to Meet Applicable Vesting Conditions During the Covered Year | Total Equity Award Adjustments | | 2024 | | | | | | | | PEO | $(5,499,983) | $9,992,221 | $7,973,944 | $(11,056) | $0 | $12,455,126 | | NEO | $(1,131,223) | $1,790,965 | $1,036,266 | $63,053 | $0 | $1,759,061 |

  66. PAY VERSUS PERFORMANCE

    Fair values of equity awards set forth in the table above are computed in accordance with FASB ASC Topic 718 as of the end of the respective fiscal year, other than fair values of equity awards that vest in the covered year, which are valued as of the applicable vesting date. The amounts in the “Year End Value of Equity Awards Granted During the Covered Year” and “Change in Fair Value of Outstanding and Unvested Equity Awards” reflect the 70.4% increase in the Company’s total shareholder return in 2024. (3) Represents the total cumulative shareholder return for $100 invested on December 31, 2019 (assuming that all dividends were reinvested) in common shares of the Company against the cumulative total return of the IMAX Peer Group to the end of the most recently completed fiscal year. IMAX’s 2024 peer group consists of Ambarella, Inc., Cinemark Holdings, Inc., Cineplex Inc., Corsair Gaming Inc., Dolby Laboratories, Inc., fuboTV Inc, Harmonic Inc., Knowles Corporation, Lions Gate Entertainment Corp., The Marcus Corporation, WildBrain Ltd., and Xperi Holding Corporation (the “2024 Peer Group”), which is consistent from the peer group used in 2023. IMAX’s 2022 peer group consisted of Ambarella, Inc., Avid Technologies, Inc., Cinemark Holdings, Inc., Cineplex Inc., Dolby Laboratories, Inc., Harmonic Inc., Lions Gate Entertainment Corp., The Marcus Corporation, and World Wrestling Entertainment, Inc. (the “2022 Peer Group”). IMAX’s 2021 peer group consisted of the 2022 Peer Group and Zynga Inc. IMAX’s 2020 peer group consisted of the 2022 Peer Group, Glu Mobile Inc. and Zynga Inc. Avid Technologies, Inc and World Wrestling Entertainment, Inc. were excluded starting 2023 due to their acquisitions. Glu Mobile Inc. and Zynga Inc. were excluded starting 2021 and 2022, respectively, due to their acquisitions. (4) The dollar amounts reported represent the amount of net income attributable to common shareholders reflected in the Company’s audited financial statements for the applicable year (GAAP Net Income). (5) Based on the Company assessment, Adjusted EBITDA is the financial performance measure most closely linked to the calculation of CAP. Adjusted EBITDA is a non-GAAP Financial Measure. See “Non-GAAP Financial Measures” on page 75 for a reconciliation of all non-GAAP measurements to the most directly comparable GAAP measure and a description of how the non-GAAP numbers are calculated from our audited financial statements.

  67. Analysis of Relationship Between Compensation Actually Paid and Performance Measures

    Analysis of Relationship Between Compensation Actually Paid and Performance Measures The following graphs depict the relationship between CAP and IMAX TSR, Peer Group TSR, Adjusted EBITDA(1), and Net Income. + (1)Adjusted EBITDA is a non-GAAP financial measure. Please see “Non-GAAP Measures” on page 75 for a reconciliation of all non-GAAP measures to the most directly comparable GAAP measure and a description of how the non-GAAP numbers are calculated from our audited financial statements.

  68. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS Directors who are also employees of the Company receive no additional fees for service on the Board of Directors. Our independent directors receive an annual retainer of $50,000. The Chairman of the Board of Directors receives $62,500. In addition, Committee Chairs receive the following annual retainers: the Audit Committee Chair receives $15,000 and the Compensation Committee Chair and the Governance Committee Chair each receive $10,000, respectively. Committee members also receive the following yearly retainers: Audit Committee members receive $10,000; Compensation Committee members receive $7,500; the Company’s Lead Independent Director receives $15,000; and Governance Committee members receive $5,000. Committee retainers are in addition to any applicable retainer for being a Committee Chair. Each year, independent directors are granted an annual grant of RSUs with a value of $125,000 on the date of grant, and the Chairman of the Board is granted an annual grant of RSUs with a value of $170,000 on the date of grant. These grants are made following the election of our independent directors at our annual general meeting of shareholders. The grants made in 2024 vested on the date of grant. Directors are reimbursed for expenses incurred in attending meetings of the Board of Directors and Committees of the Board of Directors. The Governance Committee reviews director compensation and benefits on a periodic basis. The following table sets forth information relating to compensation of our non-executive directors for the fiscal year ended December 31, 2024.

  69. COMPENSATION OF DIRECTORS

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) | Total ($) | | Gail Berman | 52,500 | 124,989(2) | — | 177,489 | | Eric A. Demirian | 75,000 | 124,989(2) | — | 199,989 | | Kevin Douglas | 67,500 | 124,989(2) | — | 192,489 | | David W. Leebron | 75,000 | 124,989(2) | — | 199,989 | | Michael MacMillan | 65,000 | 124,989(2) | — | 189,989 | | Steve Pamon | 62,500 | 124,989(2) | — | 187,489 | | Dana Settle | 62,500 | 124,989(2) | — | 187,489 | | Darren Throop (Board Chair) | 112,500 | 169,998(3) | — | 282,498 | | Jennifer Wong | 60,000 | 124,989(2) | — | 184,989 |

  70. COMPENSATION OF DIRECTORS

    (1)As required by SEC rules, the “Stock Awards” column in this table reflect the aggregate grant date fair values of the RSU awards computed in accordance with FASB ASC Topic 718 (with no reductions for expected forfeitures). See “Capital Stock — Share-Based Compensation” in Note 16 of Notes to Consolidated Financial Statements in Item 8 of the 2024 Form 10-K, for the assumptions used to calculate the fair value of the RSUs. (2)The director received a grant of 7,856 RSUs on June 7, 2024. The RSUs vested on June 7, 2024. (3)Mr. Throop received a grant of 10,685 RSUs on June 7, 2024 in recognition of his position as Chairman of the Board. The RSUs vested on June 7, 2024.