DEF 14A of Imax Corp, Apr 26, 2024

DEF 14A of Imax Corp

Filed Apr 26, 2024 · FY20230000950170-24-049184

Open on EDGAR

  1. Nominees for Election

    Nominees for Election Shareholders who wish to have the Board of Directors consider the nomination of any person for director at the 2025 Annual General Meeting of Shareholders should communicate with the Corporate Secretary. See the description in “Nomination Process” on page 72 for more information. 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 unanimously 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 2025 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 2025

    Nominees for Election as Directors for the Term Expiring in 2025

  3. Nominees for Election as Directors for the Term Expiring in 2025

    | RICHARD L. GELFOND Director (since March 1994) and Chief Executive Officer Age: 68 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 27, 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 2025

    | DARREN THROOP Chairman of the Board of Directors (since June 2021) and Director (since June 2015) Age: 59 Toronto, Ontario, Canada | Darren Throop has over 20 years of executive management experience in the entertainment industry. From 1999 to 2003, Mr. Throop was CEO of Records on Wheels, and prior to that, Mr. Throop owned and operated Canadian music retail chain Urban Sound Exchange. He served as President and CEO of Entertainment One, Ltd. (eOne), a leading entertainment company that specializes in the production and distribution of film, television and family content, from July 2003 to December 2022. In December 2020, Mr. Throop joined diversified play and entertainment company Hasbro, Inc., through its acquisition of eOne. Mr. Throop led eOne as its President & CEO and he was also an executive officer of Hasbro Inc. until 2022. He served on the board of eOne from 2003 to 2020. Mr. Throop was appointed to The Order of Canada in 2020 for his innovative leadership in the entertainment and film industry. He is a member of the International Academy of Motion Pictures Arts & Sciences and has been inducted into the Canadian Music Hall of Fame, and was recognized as Entrepreneur of the Year by Grant Thornton. | | | 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 2025

    | GAIL BERMAN Director (since March 2023) Age: 67 Pacific Palisades, California, U.S.A. | 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 alternative content and live experiences. |

  6. Nominees for Election as Directors for the Term Expiring in 2025

    | ERIC A. DEMIRIAN Director (since September 2010) Age: 65 Toronto, Ontario, Canada Committee Memberships: Audit Committee (Chair) | Eric Demirian has been President of Parklea Capital Inc., a boutique financial advisory and strategy firm, since 2003, and is President of Demicap Inc., a private investment firm. Prior to Mr. Demirian’s position at Parklea Capital, he held the position of 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 non-executive Chair of the board of Descartes Systems Group. He also serves on the board of Enghouse Systems Ltd. Mr. Demirian has served on the boards of numerous public and private companies. Mr. Demirian has previously served 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 Director and Treasurer for the Parkinson Foundation of Canada. He is a Chartered Professional Accountant and 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 transaction 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 2025

    | KEVIN DOUGLAS Director (since October 2016) Age: 61 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 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 2025

    | DAVID W. LEEBRON Director (since September 2003) Age: 69 Houston, Texas, U.S.A. Committee Memberships: Governance Committee (Chair) Audit Committee | David Leebron 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. Mr. Leebron is currently University Professor and President Emeritus at Rice University. In February 2024, Mr. Leebron was named President and CEO of Texas 2036, a non-partisan policy institute. He will retain his position at Rice University. Prior to July 2004, Mr. Leebron held the position of Dean of Columbia Law School since 1996 and Professor of Law since 1989. Mr. Leebron is on the Council on Foreign Relations and is a member of the American Academy of Arts and Sciences. He served as 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 2025

    | MICHAEL MACMILLAN Director (since June 2013) Age: 67 Toronto, Ontario, Canada Committee Memberships: Audit Committee Governance Committee | Michael MacMillan is 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 Chairman and/or CEO 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 which subsequently became Alliance Atlantis Communications. Mr. MacMillan retired from Alliance Atlantis in 2007 after selling the company to Canwest Communications and Goldman Sachs. In 2007, he co-founded Samara, a think tank that works to strengthen political engagement in Canada through innovative research and educational programs, and serves as Chair. Mr. MacMillan is 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 2025

    | STEVE R. PAMON Director (since June 2021) Age: 53 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 President and 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 1995-2000. 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, that 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 2025

    | DANA SETTLE Director (since July 2015) Age: 51 Los Angeles, California, U.S.A. Committee Memberships: Compensation Committee Governance Committee | Dana Settle has been a Partner and Co-Founder of Greycroft Partners, a venture capital fund based in New York City and Los Angeles focused on investments in the Internet and mobile markets, since March 2006. Throughout her career, Ms. Settle has played a key role in the success of many technology startups. Prior to Greycroft, where she heads the firm’s West Coast arm in Los Angeles, Ms. Settle spent several years as a venture capitalist and adviser to startup companies in the Bay Area. Ms. Settle currently serves on the boards of Greycroft’s investments in AppAnnie, Anine Bing, EBTH.com, Thrive Market, Steelhouse, TheRealReal, Clique Media Group, RocketJump and WideOrbit. She also managed the firm’s investments in Maker Studios (sold to Disney), Trunk Club (sold to JWN), Viddy (sold to FullScreen), AwesomenessTV (sold to Dreamworks), Digisynd (sold to Disney), ContentNext (sold to Guardian Media), Pulse (sold to LinkedIn) and Sometrics (sold to American Express). Ms. Settle’s additional experience includes business development at Truveo (AOL), investment banking at Lehman Brothers and international business development at McCaw Cellular Communications (AT&T). | | | 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 as it examines new 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 2025

    | JENNIFER WONG Director (since March 2023) Age: 49 New York, New York, U.S.A. Committee Memberships: Audit Committee | Jennifer Wong has served as the Chief Operating Officer of Reddit, Inc. 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 B.S. in Applied Mathematics from Yale University, M.B.A from Harvard Business School, and M.S. 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 in the digital sphere. |

  13. Nominees for Election as Directors for the Term Expiring in 2025

    | Item No. 2 - APPOINTMENT OF AUDITORS |

  14. Nominees for Election as Directors for the Term Expiring in 2025

    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, 2023 and December 31, 2022, and fees billed for other services rendered by PwC during those periods.

  15. Nominees for Election as Directors for the Term Expiring in 2025

    | Type of Fees | 2023 ($) | 2022 ($) | Description of Fees | | Audit Fees | 2,033,000 | 1,782,000 | 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, 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. The increase in the audit fees was primarily attributable to the additional $225,000 paid in connection with non-routine audit matters, including the SSIMWAVE acquisition and the Cineworld bankruptcy. | | Audit-Related Fees | 89,000 | 85,000 | 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 consultations concerning financial accounting and reporting standards and review of regulatory matters. In 2023 and 2022, 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 | 588,000 | 330,000 | For professional services rendered in connection with tax services. In 2023 and 2022, tax fees were comprised of two areas: tax compliance such as corporate and indirect tax compliance, and 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 $139,000 and $121,000 of the total tax fees in 2023 and 2022, respectively, while other tax services represented $449,000 and $209,000 of the total tax fees in 2023 and 2022, respectively. The primary increase in tax fees related to international tax audits within other tax services. | | All Other Fees | 31,000 | 29,000 | For professional services rendered related to HKSE requirement - Environmental, Social and Governance and Corporate Governance Code reporting in 2023 and 2022. | | Total | 2,741,000 | 2,226,000 | |

  16. Audit Committee’s Pre-Approval Policies and Procedures

    | Consider simplifying the list of most important performance measures in the pay versus performance section | The list of most important performance measures in the pay versus performance section reflects the suite of measures used in the executive compensation. Our Compensation Committee reviews the NEO compensation performance measures on an annual basis. The Compensation Committee will take the shareholder feedback into account in determining the performance measures for future NEO compensation. | | Discuss how the discretionary components of the NEO short-term incentive are determined | The Compensation Committee actively discusses the NEOs' performance against the Company's key strategies as well as the industry developments and events. In response to the shareholder feedback, the Company included additional disclosure regarding the discretionary components in the NEO compensation under “— Pay and Performance in 2023 — CEO Performance Assessment — Discretionary Component” and “— Other NEOs' Performance Assessments” on pages 41-43. |

  17. Named Executive Officer Pay in 2023

    Named Executive Officer Pay in 2023 The following summarizes some key highlights of NEO compensation in 2023, with additional information detailed in the balance of the CD&A. • CEO target compensation (the combination of base salary, target annual incentive and target annual equity grant value) was unchanged in 2023. This is the 6th consecutive year that Mr. Gelfond's target compensation has remained unchanged. His actual compensation was 9.6% higher due to the annual cash bonus being earned at 163% of target (versus 105% of target for 2022 performance). • For other constant NEOs (Ms. Fernandes and Messrs. Lister and Welton), target compensation on a constant currency basis increased by an average of 6.9% as a result of salary, target annual short-term incentive and target annual equity grant value increases. Actual compensation increased by an average of 10.0% as a result of an increase in the annual cash bonus outcomes and, where relevant, the target annual equity grant values. • While the general infrastructure of the annual cash bonus plan was unchanged (80% quantitative non-discretionary Company performance and 20% discretionary for the CEO, with an equal split for the other NEOs), the quantitative performance metrics were updated to be responsive to shareholder feedback and better align with 2023 priorities: o For the first time, in 2023 Free Cash Flow replaced liquidity, with the weighting reduced from 15% to 10%; o Installations and Signings replaced Connected Systems, with the aggregate weighting increased from 10% to 30%; o Adjusted EBITDA Margin replaced Adjusted EBITDA, with the weighting reduced from 25% to 15%; and o IMAX Global Box Office and Adjusted EPS were retained, with the weighting reduced from 25% to 15% and increased from 5% to 10%, respectively. For 2023, despite the challenges presented by the Hollywood writers and actors strikes throughout the year, the Compensation Committee used a higher number for the IMAX Global Box Office metric than the one in the Company's annual budget due to the Company's strong performance in the first quarter prior to formal adoption of the year's bonus metrics. • Mr. Manwaring’s quantitative company performance element was based on the performance of IMAX China and assessed relative to a scorecard similar to that used for IMAX globally. Equity grants awarded to NEOs (other than Mr. Manwaring) were an equally weighted mix of PSUs and RSUs, with 60% of PSUs contingent on average adjusted annual EBITDA growth and 40% of PSUs contingent on relative TSR performance. Mr. Manwaring’s grant was 75% RSUs and 25% PSUs, with PSUs subject to the average adjusted annual EBITDA growth of IMAX China. For 2023, in response to shareholder feedback, the relative TSR performance goals applicable to PSUs were simplified and updated to better align with typical market practices. The threshold performance requirement was lowered from ranking at or above the 40th percentile to ranking at or above the 25th percentile, with a reduction in the level of vesting from 37.5% to 30% of the target award. The required level of performance to achieve 100% vesting was reduced from ranking at the 70th percentile to ranking at the 50th percentile. The level of performance to achieve maximum vesting was maintained at the 90th percentile or higher, but the associated payout was reduced from 175% of target to 150% of target. The PSUs awarded in 2021 concluded their performance period at the end of 2023. The EBITDA PSUs and TSR PSUs vested at 175% and 0%, respectively. The aggregate PSU payout was at 105% of target, reflecting in part the Company’s strong financial growth over the three-year period ended December 31, 2023.

  18. Aligning Compensation with our Strategic Objectives

    | Performance Metric | Where It Is Used | Why It Matters to IMAX | | Adjusted EBITDA |  PSUs | Used by investors to evaluate the Company’s operating and cash flow performance | | Adjusted EBITDA Margin |  Annual Cash Bonus | Used by investors to evaluate the Company's profitability and operating performance | | IMAX Global Box Office |  Annual Cash Bonus | Reflects most significant driver of revenue from IMAX films and profit participation arrangements with both studio and exhibitors | | Free Cash Flow |  Annual Cash Bonus | Demonstrates our ability to cover expenditures, meet debt obligations, repurchase stock and facilitate the growth of the business | | Installations |  Annual Cash Bonus | Creates growth of the IMAX System network leading to further market share and operating performance gains | | Signings |  Annual Cash Bonus | Solidifies further expansion for the IMAX System network and growth in the Company's operating performance | | Adjusted EPS |  Annual Cash Bonus | Measures our success in delivering bottom-line profitable growth for shareholders and is used by investors to evaluate the Company’s performance | | Relative TSR |  PSUs | Ensures that long-term compensation payouts are aligned with our shareholders’ experience of investing in our stock relative to other companies |

  19. Core Compensation Elements

    | Element | Purpose | Key Features | | Base Salary | Compensate for services during the year Provide a base level of income and cash flow Take into consideration the competition for top talent in the industry | • Specified within an NEO’s employment agreement and/or reviewed and amended during the Company’s annual review period. In all cases, the Compensation Committee reviews and approves all NEO base salaries • Takes account of a number of factors including: ▪ the role and its associated responsibilities ▪ the NEO’s capability, knowledge, skills and experience within the context of the role requirements ▪ market data for similar roles ▪ actual and relative individual performance and contributions ▪ the overall total compensation for the role | | Annual Cash Bonus | Link annual incentive compensation to the achievement of specific performance metrics that are consistent with corporate strategic priorities and objectives Recognize and reward individual performance and relative contribution, in addition to rewarding Company performance | • No guaranteed bonuses • Target bonuses specified within an NEO’s employment agreement and range from 40% to 100% of salary for NEOs other than the CEO • CEO bonus capped at two times salary • Performance assessment equally weighs both Company and individual performance for NEOs other than the CEO; for the CEO, quantifiable, non-discretionary Company performance metrics account for 80% of his annual bonus calculation • Company performance based on formulaic scorecard for all NEOs • Subject to Clawback Policy | | Long-Term Incentives | Create alignment between NEOs and shareholders Recognize scope of responsibilities Reward demonstrated performance Encourage retention | • The NEOs were granted an equally weighted combination of PSUs and RSUs in 2023 (with the exception of Mr. Manwaring, who was granted a mix of 75% RSUs and 25% PSUs) • Award values specified within an NEO’s employment agreement or determined during the annual performance review and equity grant process are based on factors such as Company and individual performance, total compensation, scope of responsibility, importance of retention, market data and internal relativities • PSUs vest after a performance period of three years • With the exception of Mr. Manwaring, 60% of PSUs vest subject to achievement of Adjusted EBITDA and 40% of PSUs vest subject to achievement of relative TSR vs. the compensation peer group • RSUs vest in equal thirds over three years • Mr. Manwaring's long-term incentive awards were granted under IMAX China's long-term incentive plan (the “IMAX China LTIP”) and are weighted 75% in RSUs and 25% PSUs, the latter vesting subject to the achievement of three-year Adjusted EBITDA performance of IMAX China • Subject to Clawback Policy |

  20. Other Compensation Elements

    | Element | Purpose | Key Features | | Retirement and Pension Plans | Provide for long-term financial security Encourage retention | • All employees are offered the opportunity to participate in a plan, based on their role and country of residence, including (i) defined contribution employee retirement plans under Section 401(k) of the Internal Revenue Code in the United States (the “401(k) Plan”) and (ii) defined contribution plan in Canada (the “DC Plan”) o All Canadian employees are offered the opportunity to participate in a supplemental non-registered contribution plan for amounts in excess of the contribution limit under the Income Tax Act (Canada) (the “Non-registered Plan”) • Additionally, the CEO participates in the Supplemental Executive Retirement Plan (“SERP”) and is the beneficiary of an unfunded retiree health benefit plan | | Perquisites and Other Benefits | Enable an NEO to focus fully on their role Provide for well‐being and security Contribute to competitive overall pay practice | • Executive supplemental health plan • Executive wellness program • Car‐related benefits (Company car or car allowance) and the ability to be reimbursed for reasonable car‐related expenses • For certain NEOs, and outlined in their employment agreement, death in service benefits (lump sum payment under Company life insurance policies), premiums on supplemental life insurance policies and reimbursement of qualifying expenses related to tax, financial and estate planning services, charitable giving, business club memberships and incidentals • Relocation related support, including moving costs when employees are required to relocate at the request of the Company • Certain senior executives are eligible to receive allowances for certain housing and education-related costs that are customary in their specific jurisdiction. |

  21. Target Compensation Mix

    | A higher percentage of short-term and long-term compensation should be variable and at risk and based on specific metrics of Company performance, as well as individual performance and contribution. | A higher percentage of total compensation should be long-term in nature, to motivate actions conducive to long-term growth and success aligned to shareholder interests and tied to increasing shareholder value in a sustainable manner. | Equity compensation should increase as a percentage of total compensation, to further align an NEO’s interests with those of our shareholders, encouraging sustainable growth, long-term profits and an ownership mentality. |

  22. Target Compensation Mix

    We annually determine the appropriate level of incentive compensation based on an NEO’s performance, relative contribution and Company performance. Other factors we consider in determining the appropriate mix of an NEO’s incentive compensation include the ability of the executive to further corporate business objectives, particularly key strategic and operational initiatives, his or her management and budgetary responsibility, the importance of retention and his or her level of seniority and experience. The Compensation Committee views equity compensation as an important way of aligning NEOs to our long‐term growth and success, through exposure to our share price performance generally and, in the case of PSUs, our Adjusted EBITDA and relative TSR performance. In 2023, each NEO, other than Mr. Manwaring, received 50% of his or her equity awards in the form of PSUs and 50% in the form of RSUs. Given his role as the Chief Executive Officer of IMAX China, a publicly-traded company on the Hong Kong Stock Exchange, Mr. Manwaring received his equity compensation under IMAX China LTIP in the form of restricted share units (“China RSUs”) weighted at 75%, and performance stock units (“China PSUs”) weighted at 25%. In 2024, Mr. Manwaring's equity compensation was granted under the IMAX Corporation Long-Term Incentive Plan (the “LTIP” or “IMAX LTIP”) in the forms of IMAX Corporation RSUs and PSUs and had an equal weighting 50% for each type of equity award, consistent with our other NEOs.

  23. Good Governance Policies and Practices

    | What We Do | What We Avoid | |  Link executive pay to IMAX performance and shareholder interests through our annual and long-term incentive plans | No single-trigger change-in-control provisions for long-term incentive awards | |  Balance short- and long-term incentives, cash and equity, and fixed and variable pay appropriately | No evergreen share reserves | |  Deliver the majority of target compensation based on direct and/or indirect (stock price exposure) performance | No hedging or pledging of equity holdings | |  Deliver long-term equity compensation in a combination of time-based RSUs and performance-based PSUs | No re-pricing of underwater stock options without shareholder approval | |  Use performance metrics that clearly align with our business strategy and key strategic drivers and are directly correlated to shareholder feedback | No tax gross-ups on perquisites | |  Compare compensation and performance to a relevant group of comparator companies | No 280G excise tax gross-ups | |  Conduct an annual “Say-on-Pay” vote | No guaranteed bonuses | |  Require NEOs, a broader group of our executives, and outside directors to meet designated share ownership requirements | | |  Maintain a Clawback Policy and clawback provisions in employment and incentive agreements to provide the ability to recoup incentive compensation | | |  Provide only limited and reasonable perquisites | | |  Engage an outside independent compensation consultant | |

  24. Say-on-Pay and Shareholder Engagement

    | 2024 SHAREHOLDER FEEDBACK | | | What We Heard | How We Responded | | Strengthen financial resilience through succession and contingency plans for the executive team and the Board of Directors. | The Governance Committee of the Board has an ongoing dialogue with senior management regarding succession planning for the CEO and NEOs, and succession and contingency planning will be an integral part of the Board's annual strategy meeting in June. | | Increase executive compensation component based on market valuation | The Compensation Committee will review with an independent outside consultant the optimal ratio between RSUs and PSUs as well as the weight of market value-based PSUs to balance shareholder value creation and the ability to effectively recruit and retain executives. | | Increase share ownership requirements for directors and executives | In 2023, we updated our Share Ownership Guidelines to increase the directors' minimum shareholding requirement from 300% to 400% of the annual retainer and the CEO's from four times to five times the base salary. Our Compensation Committee will review and consider further increases in the share ownership requirements for our directors and executives. We would like to highlight that all of our directors and officers currently exceed the minimum share ownership requirement by significant margins. | | Continued use of TSR based compensation and Free Cash Flow as a performance metric for the formulaic component of the NEO compensation | Shareholders expressed that our TSR based compensation and use of Free Cash Flow as a performance metric create direct alignment to shareholder value. The Compensation Committee considers shareholder feedback in determining the performance metrics for future compensation cycles. We continue to include a Free Cash Flow performance |

  25. Say-on-Pay and Shareholder Engagement

    | | metric in the formulaic component of the 2024 NEO compensation, and 40% of the 2024 PSU grant was subject to achievement of TSR conditions. | | Consider simplifying the list of most important performance measures in the pay versus performance section | The list of most important performance measures in the pay versus performance section reflects the suite of measures used in the executive compensation. Our Compensation Committee reviews the NEO compensation performance measures on an annual basis. The Compensation Committee will take the shareholder feedback into account in determining the performance measures for future NEO compensation. | | Discuss how the discretionary components of the NEO short-term incentive are determined | The Compensation Committee actively discusses the NEOs' performance against the Company's key strategies as well as the industry developments and events. In response to the shareholder feedback, the Company included additional disclosure regarding the discretionary components in the NEO compensation under “— Pay and Performance in 2023 — CEO Performance Assessment — Discretionary Component” and “— Other NEOs' Performance Assessments” on pages 41-43. |

  26. Say-on-Pay and Shareholder Engagement

    | Noted Proxy Advisory Concern | Change in Response to Feedback | | Relative TSR target for PSU is set at the 50th percentile of a performance peer group | • In 2023, the Compensation Committee made the following changes to the relative TSR performance conditions for the PSU awards granted in 2023: (1) the target amount is earned upon the Company's achievement of the 50th percentile of the new peer group (vs. 70th percentile of Russell 2000 prior to 2023), and (2) the maximum PSU payout is equal to 150% upon the Company's achievement of the 90th percentile of the peer group (vs. 175% at the 90th percentile prior to 2023). • The Compensation Committee believes that these adjustments to the TSR performance conditions is a better reflection of the Company's performance against its peers, better aligns with market normative practices, and creates a more competitive incentive tool for our executives. | | Legacy Change-in-Control Provision for CEO | • In response to the proxy advisory firms' concern regarding the legacy change-in-control provisions in Mr. Gelfond's employment agreement, the Company actively solicited shareholders' feedback during the annual shareholder outreach. • Shareholders understood that the key legacy provision stemmed from Mr. Gelfond's role as an equity-holder pursuant to a shareholders agreement entered into in connection with his acquisition of IMAX in 1994 (see “Potential Payments Upon Termination or Change-in-Control” on page 59). |

  27. Use of Market Data and Compensation Comparator Group

    Use of Market Data and Compensation Comparator Group From time to time the Compensation Committee undertakes a review of the companies that are used to provide insight into market competitive compensation levels and practices, with the particular focus on the compensation of our CEO. Defining a relevant compensation and performance peer group continues to be challenging, given IMAX's diversified and unique business, history of innovative technology and product offerings, broad success in the worldwide entertainment market (with heavy focus on Hollywood motion picture entertainment) and the highly global nature of our employee base and operations (for example, we own approximately 72% IMAX China, a publicly-traded company on the Hong Kong Stock Exchange). While identifying potentially relevant peers, the following criteria were considered.

  28. Use of Market Data and Compensation Comparator Group

    | Industry representation and operations related to entertainment and technology | IMAX is an entertainment technology company, with a strong focus on Hollywood and international motion picture entertainment, and other events and experiences. We require talent with deep and extensive experience in these areas, and we need to ensure we are competitive with other companies operating in these spaces. Industries covering media and entertainment were considered, in addition to technology companies focused on audio, video and or imaging solutions, as well as consumer streaming and technology companies. | | Financial indicators within an appropriate range for market comparisons | We recognize that where possible, our comparator group should include companies of a generally similar size to IMAX, using financial indicators that provide a meaningful and consistent means of assessing size. Potential peers are assessed based on a revenue range of 0.5 – 3X IMAX, with gross margin and market capitalization considered as secondary reference points for informing how revenue is tracked and complexity of operations. Note that IMAX's high (50-60%) gross margins, licensing model and “asset-lite” business makes revenues an imperfect measure of comparison to other media and entertainment companies. | | Global geographic footprints with exposure to growth markets outside North America | With IMAX China and the global nature of our operations, we require executives that have experience in multi-national companies, ideally including China. | | Other factors related to our value proposition including the IMAX brand and the growing experience economy | Subjective consideration was given to the brand prominence and value of potential peers, along with their presence in emerging strategic areas for IMAX. |

  29. Use of Market Data and Compensation Comparator Group

    Based on the above considerations, in 2022, the Compensation Committee approved the following 14-company peer group for 2023 compensation.

  30. Use of Market Data and Compensation Comparator Group

    | Ambarella, Inc. | Dolby Laboratories, Inc. | The Marcus Corporation | | Avid Technology, Inc. | fuboTV Inc. | WildBrain Ltd. | | Cinemark Holdings, Inc. | Harmonic, Inc. | World Wrestling Entertainment, Inc. | | Cineplex, Inc. | Knowles Corporation | Xperi Holding Corporation | | Corsair Gaming, Inc. | Lions Gate Entertainment Corp. | |

  31. Use of Market Data and Compensation Comparator Group

    When data for this group of companies is insufficient or inappropriate for the purpose of market comparisons, alternative references such as survey data are considered instead. The Compensation Committee reviews data for similarly situated roles when assessing and setting target total direct compensation for the NEOs. While comparator group and survey data are both useful tools in assessing compensation, it must ultimately be evaluated using sound business judgment based on specific knowledge of IMAX and its leaders. As such, both target and actual total direct compensation will depend on a variety of factors in addition to market data, including individual and Company performance, critical skills and capabilities, relative contribution, and retention.

  32. Relative TSR Comparator Group

    Relative TSR Comparator Group For PSUs granted in 2020, 2021, and 2022, relative TSR performance is assessed relative to the Russell 2000 constituents. For 2023 PSUs, relative TSR performance was assessed relative to the 2023 compensation peer group summarized above. Avid Technology, Inc. and World Wrestling Entertainment, Inc. were acquired in 2023 and were accordingly excluded from our relative TSR performance peer group.

  33. Managing Compensation Risk

    | • The Clawback Policy is filed as an exhibit to the 2023 Form 10-K • The Gelfond Agreement (as defined in “Potential Payments Upon Termination or Change-in-Control” on page 59) contains provisions that allows the Company to clawback awards of cash and equity incentive payments in the case of no-fault or at-fault restatements |

  34. Annual Cash Bonus Awards

    Annual Cash Bonus Awards In determining the annual cash bonus, the Compensation Committee assesses a combination of each NEO's performance and Company performance and the level of compensation that performance would deliver based on a pre-established target bonus opportunity. With the exception of Ms. Fernandes, NEO 2023 target bonuses as a percentage of base salary were unchanged relative to 2022: Mr. Gelfond's target was 100%, Mr. Lister's target was 60%, Mr. Welton's target was 70%, and Ms. Fernandes’ target bonus was increased from 50% to 55% effective June 1, 2023. Mr. Manwaring was appointed as the Chief Executive Officer of IMAX China in January 2023, and his target bonus was set at 40%.

  35. CEO Performance Assessment

    CEO Performance Assessment The CEO’s annual cash bonus is assessed based on two elements: (i) a formulaic component based on a scorecard of financial and operational metrics weighted at 80%, and (ii) a discretionary component based on an assessment by the Compensation Committee of key strategic achievements during the year weighted at 20%. The performance metrics used in the scorecard are pre-established by the Compensation Committee. In respect of the formulaic component, threshold performance equates to a payout of 50% of the weighted target bonus, target performance equates to a payout of 100% of the weighted target bonus, and maximum performance equates to a payout of 200% of weighted target bonus. Straight-line interpolation is used to calculate payouts between threshold and target, and target and maximum.

  36. Formulaic Component (80%)

    | Performance Metric (1) | Weight (2) | Threshold | Target | Maximum | Actual Achievements | Actual % of Target | Payout | | IMAX Global Box Office | 15% | $828.8M | $1,100.0M | $1,320.0M | $1,059 | 96% | 92% | | Free Cash Flow | 10% | $24.7M | $29.1M | $33.5M | $25.8 | 89% | 62% | | Installations | 15% | 94 | 110 | 132 | 128 | 116% | 182% | | Signings | 15% | 60 | 70 | 84 | 129 | 184% | 200% | | Adjusted EPS(3) | 10% | $0.48 | $0.57 | $0.66 | $0.95 | 167% | 200% | | Adjusted EBITDA Margin | 15% | 28.2% | 33.2% | 38.2% | 36.7% | 111% | 170% |

  37. Formulaic Component (80%)

    (1) See “Non-GAAP Financial Measures” on page 82 for a reconciliation of all non-GAAP measurements to the most directly comparable U.S. GAAP measure and a description of how the non-GAAP numbers are calculated from our audited financial statements. (2) Together with the discretionary bonus of 20%, these components make up 100% of the CEO’s annual cash bonus award. (3) Includes a tax valuation allowance resulting in a positive impact of $0.7 million or $0.01 per share for the year ended December 31, 2023. Each year the Committee reviews the performance metrics used in the scorecard to ensure such metrics align with the Company’s current financial and strategic goals. For 2023, shareholders suggested to the Company in our annual outreach regarding compensation that Free Cash Flow would provide strong alignment to shareholder value, so the Company adopted that metric (replacing a prior Liquidity metric). Similarly, a prior metric of Connected Systems was replaced by Signings and Installations of IMAX Systems, reflecting the increased importance of these metrics as the industry recovers from the pandemic and in the Company’s strategic efforts to increase the IMAX System Network globally. In 2023, the CEO’s performance based on the above scorecard resulted in an achievement of 153.6% of target bonus in respect of the formulaic component, or 122.9% of the overall target bonus.

  38. Discretionary Component (20%)

    Discretionary Component (20%) The Compensation Committee believes it is important to also look at the CEO’s individual performance to incentivize and reward efforts in areas that are not necessarily quantifiable yet nonetheless integral to our continued success. Areas considered generally reflect key strategic achievements during the year that are leading indicators of our future performance. In 2023, the Company's key directional strategies included, but were not limited to, demonstration of IMAX's global brand power and leadership within the global film industry, continued expansion of the Company's local language film strategy, and diversification of the Company's alternative content portfolio. In reviewing the CEO’s individual performance in 2023, the Compensation Committee noted the following achievements: • Demonstrated the global power of the IMAX brand, from the cultural phenomenon of seeing Oppenheimer in IMAX, a movie we associated our brand and technology within a material and highly visible way, to fans lining up to see Taylor Swift’s concert film in IMAX locations across the world. • Successfully managed all key functions of IMAX Entertainment with the departure of the Company’s former President, IMAX Entertainment, expanding our relationships with our studio clients globally and opening up new content markets in high-growth countries (resulting in a record-breaking $227 million of local language IMAX box office). • Traveled the globe to strengthen the Company's relationship with its worldwide exhibitor clients, resulting in 129 new signings, more than doubling our 2022 signings level and solidifying future network growth. • Successfully led the campaign to have many of the world's most prominent filmmakers use IMAX film and IMAX-certified digital cameras for their newest releases, resulting in more “Filmed For IMAX” projects in development—domestically and internationally—than at any time in our history. Helped lead IMAX China in its continuing recovery from the COVID-19 pandemic, resulting in our exceeding budgeted gross office and in robust local language film performance; and Continued to use his platform as an experienced and globally successful leader in the media and entertainment industry to advocate the importance of the theatrical window to businesses and consumers, underscored by IMAX’s disproportionate box office recovery. **Mr. Gelfond is Chairman of IMAX China but receives no incremental compensation in connection with that role. In light of these achievements, the Compensation Committee scored the CEO a maximum in respect of the discretionary component, or 40% of the overall target bonus, with respect to the discretionary component. Combining the formulaic component of $1,474,520.56 and discretionary component of $480,000.00 resulted in the Compensation Committee approving a total cash bonus for the CEO of $1,954,520.56 for 2023 (162.9% of the target bonus).

  39. Other NEOs’ Performance Assessments

    Mr. Manwaring's annual cash bonus was assessed based on (i) 50% on IMAX China's achievements relative to a scorecard of similar objectives approved by both the Company's Board of Directors and the IMAX China Board and (ii) 50% on a qualitative assessment of individual performance by the CEO.

  40. Other NEOs’ Performance Assessments

    | Performance Metric | Weight(1) | Threshold | Target | Maximum | Actual Achievements | Actual % of Target | Payout | | IMAX Global Box Office | 25% | $203.1M | $270.8M | $324.9M | $298.4M | 110% | 151% | | Installations | 25% | 34 | 40 | 48 | 26 | 65% | 0% | | Signings | 25% | 22 | 25 | 30 | 28 | 112% | 160% | | Adjusted EPS(2) | 10% | $0.08 | $0.09 | $0.10 | $0.08 | 94% | 80% | | Adjusted EBITDA Margin | 15% | 47.1% | 55.4% | 63.7% | 57.9% | 105% | 130% |

  41. Other NEOs’ Performance Assessments

    Together with the discretionary bonus of 50%, these components make up 100% of Mr. Manwaring's cash bonus award. (2) Calculated excluding the impact resulting from any tax valuation allowance. The above scorecard resulted in an achievement of 105.2% of target bonus in respect of the formulaic component. Based on Mr. Manwaring’s individual performance described above, the CEO recommended and the Compensation Committee approved 113% of target bonus in respect of the qualitative component.

  42. 2023 Annual Cash Bonus Outcomes

    2023 Annual Cash Bonus Outcomes The NEOs' performance described above resulted in the Compensation Committee approving the following annual bonus payments in respect of 2023:

  43. 2023 Annual Cash Bonus Outcomes

    | Name | Currency | Target Bonus (% of salary) | Target Bonus ($) | Actual Bonus ($) | Actual Bonus (% of target)(1) | | Richard L. Gelfond | USD | 100% | $1,200,000 | $1,954,521 | 163% | | Natasha Fernandes (2)(3) | CAD | 55% | $256,284 | $403,443 | 157% | | Daniel Manwaring | USD | 40% | $240,000 | $270,185 | 113% | | Robert D. Lister | USD | 60% | $465,490 | $644,322 | 138% | | Mark Welton | CAD | 70% | $560,000 | $806,885 | 144% |

  44. 2023 Annual Cash Bonus Outcomes

    (1) Expressed relative to eligible earnings for the year. (2) Ms. Fernandes and Mr. Welton are paid in Canadian dollars. (3) Ms. Fernandes' target bonus percentage increased from 50% to 55% effective June 1, 2023.

  45. Long-Term Incentives Granted in 2023

    Long-Term Incentives Granted in 2023 Long-term incentive awards provide a direct alignment of interests with our shareholders given the exposure to movements in IMAX’s share price over a multi-year period. Such awards additionally recognize the scope of a role’s responsibility, rewards demonstrated performance, and encourages retention of talent and continuity in executive leadership. The level of value ultimately realized will largely reflect their successful execution of our strategy and ability to deliver long-term sustainable growth. In 2023, with the exception of Mr. Manwaring, all eligible NEOs received an equally weighted mix of long-term incentives in the form of two types of equity-based awards that enable the Compensation Committee to achieve a combination of objectives. • PSUs enable the Compensation Committee to incentivize and reward performance over a multi-year period, with the level of payout directly contingent on the performance (long-term EBITDA growth, shareholder return) delivered; and • RSUs help retain senior leaders, whose experience and contributions are critical to the successful execution of our strategy. Being equity-based, both RSUs and PSUs have a direct and inherent connection to the Common Share price performance and the direct interests of our shareholders. The Compensation Committee approves all long-term incentive awards to NEOs. In 2023, the CEO’s long-term incentive awards were granted on January 2, 2023 pursuant to the Gelfond Agreement. With the exception of Mr. Manwaring, all other NEOs’ long-term incentive awards were granted on March 7, 2023 in connection with their participation in the annual equity grant process as appropriate. Given his role as the Chief Executive Officer of IMAX China, a publicly-traded company on the Hong Kong Stock Exchange, Mr. Manwaring received his equity compensation in the form of China RSUs and China PSUs. His China PSUs were subject to the average annual Adjusted EBITDA performance of IMAX China. In 2024, Mr. Manwaring's equity compensation was granted under the LTIP in the forms of IMAX Corporation RSUs and PSUs and had an equal weighting 50% for each type of equity award, consistent with our other NEOs. See “2023 Summary Compensation Table” on page 51 for additional information on the NEOs’ 2023 long-term incentive awards. All NEOs who are current employees are subject to Share Ownership Guidelines as discussed in further detail above. In determining the award values the Compensation Committee considers several factors:

  46. Long-Term Incentives Granted in 2023

    | Individual performance | Company performance | Role scope and responsibility | Salary | Internal relativities | Market Data and Practices | Equity availability |

  47. Long-Term Incentives Granted in 2023

    The key features of the awards made in 2023 were as follows:

  48. Long-Term Incentives Granted in 2023

    | PSUs | • A PSU represents a contingent right to receive one Common Share of IMAX or IMAX China, as applicable • Represents 25% of the target award value for Mr. Manwaring and 50% of the target award value for all other NEOs • Award determined by dividing the target value by the fair market value on the date of grant, which for the relative TSR component is based on a Monte Carlo valuation • Performance is measured over three years starting on January 1 in the year of grant • For NEOs other than Mr. Manwaring, the PSUs were subject to average annual Adjusted EBITDA growth (60%) performance condition and relative TSR vs. the compensation peer group (40%) performance and market condition • For Mr. Manwaring, the China PSUs were subject to average annual Adjusted EBITDA growth for IMAX China |

  49. Long-Term Incentives Granted in 2023

    | RSUs | • An RSU represents a contingent right to receive one Common Share of IMAX or IMAX China, as applicable • Represents 75% of the target award value for Mr. Manwaring and 50% of the target award value for all other NEOs • Award determined by dividing the target value by the fair market value on the date of grant • Awards vest in three tranches on the first (33%), second (33%) and third (34%) anniversary of the date of grant |

  50. Long-Term Incentives Granted in 2023

    In 2023, the following awards were granted to NEOs. The size and mix of annual equity grants are determined in the relevant provision of each NEO’s employment agreement as guided by the factors above. All values below are shown in USD.

  51. Long-Term Incentives Granted in 2023

    | Name | Target Grant Value ($) | Total Actual Grant Date Value ($) | 2023 PSU Award (#) | 2023 PSU Award Grant Date Value ($) | 2023 RSU Award (#) | 2023 RSU Award Grant Date Value ($) | | Richard L. Gelfond | 5,500,000 | 5,499,992 | 173,730 | 2,749,996 | 187,585 | 2,749,996 | | Natasha Fernandes | 600,000 | 774,964 | 19,181 | 387,473 | 20,777 | 387,491 | | Daniel Manwaring(1) | 725,000 | 724,998 | 151,515 | 181,250 | 454,546 | 543,749 | | Robert D. Lister | 1,450,000 | 1,449,951 | 35,888 | 724,970 | 38,873 | 724,981 | | Mark Welton | 1,450,000 | 1,449,951 | 35,888 | 724,970 | 38,873 | 724,981 |

  52. Long-Term Incentives Granted in 2023

    (1) Given his role as the Chief Executive Officer of IMAX China, a publicly-traded company on the Hong Kong Stock Exchange, Mr. Manwaring received his equity compensation in the form of China RSUs and China PSUs. The 2023 PSU awards were granted subject to the following performance goals. For 2023, after the Company worked with an outside compensation consultant to update its TSR peer group, the relative TSR performance goals were simplified and updated to better align with typical market practices. The threshold performance requirement was lowered from ranking at or above the 40thpercentile to ranking at or above the 25th percentile, with a reduction in the level of vesting from 37.5% to 30% of the target award. The required level of performance to achieve 100% vesting was reduced from ranking at the 70th percentile to ranking at the 50th percentile. The level of performance to achieve maximum vesting was maintained at the 90thpercentile or higher, but the associated payout was reduced from 175% of target to 150% of target. Finally, the comparator group was changed from the broader Russell 2000 to the Company's more targeted compensation peer group.

  53. Long-Term Incentives Granted in 2023

    | Average Annual Adjusted EBITDA Growth Over the Performance Period | PSU Vesting (% of Target) | | Relative TSR Percentile vs. Peer Group Over the Performance Period | PSU Vesting (% of Target) | | <5.0% | 0% | | <25% | 0% | | 5.0% | 50% | Threshold | 25% | 30% | | 10.0% | 75% | Target | 50% | 100% | | 12.5% | 100% | Maximum | ≥90% | 150% | | 15.0% | 125% | | | 100% | | 17.5% | 150% | | | | | ≥20.0% | 175% | | | |

  54. Long-Term Incentives Granted in 2023

    Mr. Manwaring's China PSUs were granted subject to the IMAX China's achievement of the above average annual Adjusted EBITDA performance goals. The PSU awards granted in 2021 and 2022 were subject to the same Adjusted EBITDA performance conditions summarized above and the following relative TSR conditions.

  55. Long-Term Incentives Granted in 2023

    | Relative TSR Percentile Rank vs. Russell 2000 Over the Performance Period | PSU Vesting (% of Target) | | < 40th | 0% | | 40th | 37.5% | | 50th | 50% | | 60th | 75% | | 70 th | 100% | | 80th | 125% | | ≥90th | 175% |

  56. Long-Term Incentives Granted in 2023

    Additional information regarding the treatment of the long-term incentives upon an NEO's termination of employment can be found in “Potential Payments upon Termination or Change-in-Control” on page 59, which provides details on the NEOs’ employment and change-in-control agreements.

  57. Performance Stock Units Vesting

    Performance Stock Units Vesting In 2021, NEOs were granted PSU awards (the “2021 PSU Awards”) subject to the Adjusted EBITDA and relative TSR goals vs. Russell 2000 summarized above. The three-year performance period (2021-2023) for these awards concluded on December 31, 2023, with awards vesting in the first quarter of 2024. The PSU awards granted to NEOs in 2022, which will vest in the first quarter of 2025, are subject to the same performance measures. • 60% of the 2021 PSU Awards were subject to the Adjusted EBITDA goals. Based on the Company's average annual Adjusted EBITDA growth of over 20% over the three-year performance period, the 2021 PSU Awards subject to the Adjusted EBITDA metrics were scored at 175% in accordance with the pre-determined Adjusted EBITDA performance goals. 40% of the 2021 PSU Awards were subject to the relative TSR goals. IMAX ranked below the 40th percentile of the Russell 2000 TSR over the three-year period, resulting in no vesting in respect of the 2021 PSU Awards subject to the TSR metrics. In combination, these achievements resulted in the awards vesting at 105% of target PSU awards. As was the case with the 2020 PSUs, the above vesting conditions were approved prior to the onset of COVID-19, with no adjustments made to account for the impact of COVID-19 on the Company's business and financial performance. The Compensation Committee believes that the Company surpassing the Adjusted EBITDA goals for 2021 – 2023 reflects IMAX's successful performance in the face of the unprecedented challenges stemming from the COVID-19 pandemic, which significantly exceeded the recovery of the conventional exhibition industry by virtually every measure, and underscored the NEOs' strong performance in managing the Company through the pandemic and the recovery period. The Compensation Committee further believes that subjecting the PSU awards to a multiyear performance period furthers the Company’s objective of retaining key members of senior management.

  58. Employment and Change-In-Control Agreements

    Employment and Change-In-Control Agreements Currently, we have written employment agreements or offer letters with all of our NEOs, which are described in detail below in “Potential Payments upon Termination or Change-in-Control” on page 59. We believe that these agreements are critical to attract and retain experienced talent and to motivate and properly incentivize our NEOs, while still allowing the Compensation Committee and the CEO requisite discretion to determine overall compensation in a given year. These employment agreements specify details of the approach to salary, bonus, equity awards, and restrictive covenants surrounding executive officer employment, including 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. The NEOs are also entitled to certain payments in the event of a termination of employment in connection with a change-in-control of the Company. The provisions are designed to promote stability and continuity of senior management in the event of a transaction involving a change in control. Our severance and change-in-control benefits were determined on the basis of market practices to provide this stability as well as competitive overall compensation packages to the NEOs. No NEO has a “single-trigger” change-in-control benefit; all such provisions require a qualifying termination of employment following a change-in-control event. Mr. Gelfond’s agreement includes provisions originally negotiated in connection with his role as an equity-holder pursuant to a shareholders agreement entered into 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 (see “Potential Payments Upon Termination or Change-in-Control” on page 59). These legacy provisions provide Messrs. Gelfond and Wechsler with the opportunity to earn two payments on a change-in-control, based on the value of the Company. Mr. Wechsler's employment with the Company ended in 2009, though he still retains his rights to receive such payments. The Compensation Committee has reviewed these provisions and believes that renegotiating legacy agreements at this time with Mr. Gelfond and/or Mr. Wechsler would be both impracticable for the Company and damaging to shareholders. The Compensation Committee also continues to believe that these legacy provisions align with shareholders' interests, while not creating undue risk. For a description of these agreements and terms, please see “Potential Payments upon Termination or Change-in-Control” on page 59.

  59. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE The table below sets forth the compensation earned by the NEOs during the last three completed fiscal years.

  60. 2023 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 | 2023 | 1,200,000 | - | 5,499,992(2) | 1,954,521 | -(3) | 74,122(4) | 8,728,635 | | Chief Executive Officer | 2022 | 1,200,000 | - | 5,499,961 | 1,258,243 | - | 79,800 | 8,038,004 | | and Director | 2021 | 1,200,000 | - | 5,899,985 | 1,900,000 | - | 81,457 | 9,081,442 | | Natasha Fernandes(5) | 2023 | 370,513 | - | 774,964(6) | 300,000 | - | 44,041(7) | 1,489,518 | | Chief Financial Officer and | 2022 | 336,032 | - | 599,994 | 250,000 | - | 38,352 | 1,224,377 | | Executive Vice President | 2021 | - | - | - | - | - | - | - | | Daniel Manwaring(8) | 2023 | 589,080 | 75,000(9) | 724,998(10) | 270,185 | - | 267,835(11) | 1,927,099 | | Chief Executive Officer, IMAX China | 2022 | - | - | - | - | - | - | - | | | 2021 | - | - | - | - | - | - | - | | Robert D. Lister | 2023 | 772,013 | | 1,449,951(12) | 644,322 | | 136,911(13) | 3,003,197 | | Chief Legal Officer and | 2022 | 755,065 | | 1,449,973 | 500,000 | | 67,496 | 2,772,534 | | Senior Executive Vice President | 2021 | 738,450 | - | 1,760,093 | 500,000 | - | 63,620 | 3,062,163 | | Mark Welton (14) | 2023 | 599,817 | - | 1,449,951(15) | 600,000 | - | 71,389(16) | 2,721,157 | | President, IMAX Global Theatres | 2022 | 566,777 | | 1,449,973 | 500,000 | - | 59,151 | 2,575,900 | | | 2021 | 592,168 | - | 1,750,685 | 500,000 | - | 63,473 | 2,906,326 |

  61. 2023 SUMMARY COMPENSATION TABLE

    (1) As required by SEC rules, the “Option Awards” and “Stock Awards” columns in this Summary Compensation Table reflect the aggregate grant date fair values of stock options, 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 Note 17(c) of Notes to Consolidated Financial Statements in Item 8 of the 2023 Form 10-K, for the assumptions used to calculate the fair value of the stock options, PSUs and RSUs. Whether, and to what extent, an NEO realizes value with respect to stock option, 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. (2) This amount represents the grant date fair value of 187,585 RSUs and 173,730 PSUs granted on January 2, 2023 pursuant to the Gelfond Agreement. (3) The carrying value of Mr. Gelfond’s pension benefits under the SERP increased due to changes in actuarial assumptions. The total benefit payable to Mr. Gelfond under the SERP is fixed at $20.3 million. See Note 23(a) of Notes to Consolidated Financial Statements in Item 8 of the 2023 Form 10-K, for more information related to the SERP. (4) This amount reflects: (i) $8,250 for contributions to his 401(k) retirement plan; (ii) $14,835 for the supplemental health reimbursement premiums; (iii) $43,155 for allowance for personal automobile use; (iv) $5,382 for perks and other incidentals; and (v) $2,500 reimbursement under the Executive Wellness Plan. (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$1.3226 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 20,777 RSUs and 19,181 PSUs granted on March 7, 2023 pursuant to Ms. Fernandes' employment agreement. (7) This amount reflects: (i) $18,526 for contributions to her retirement plan; (ii) $23, 015 for allowance for personal automobile use; and (iii) $2,500 reimbursement for the Executive Wellness Plan. (8) Mr. Manwaring was appointed as Chief Executive Officer of IMAX China effective January 9, 2023. (9) This amount represents the one-time signing bonus Mr. Manwaring received upon joining the Company. (10) This amount represents the grant date fair value of 454,546 IMAX China RSUs and 151,515 IMAX China PSUs granted on March 7, 2023 pursuant to Mr. Manwaring's employment agreement. An exchange rate of US$1.00=HKD$7.8495557 has been applied to convert the grant date fair values of IMAX China RSUs/PSUs from Hong Kong dollars to U.S. dollars. (11) Mr. Manwaring's salary, bonus and non-equity incentive plan compensation are paid in US dollars and all other compensation are paid in RMB. An exchange rate of US$1.00 = 7.10RMB as of December 29, 2023 have been applied to convert such amounts from RMB to U.S. dollars. This amount reflects: (i) $16,033 for one-time relocation costs; (ii) $137,696 for housing related expenses; (iii) $29,607 reimbursement for the supplemental health reimbursement premiums; (iv) $83,499 for education allowance; and (v) $1,000 reimbursement for the Executive Wellness Plan. This amount represents the grant date fair value of 38,873 RSUs and 35,888 PSUs granted on March 7, 2023 pursuant to Mr. Lister's employment agreement. This amount reflects: (i) $16,404 for the supplemental health reimbursement premiums; (ii) $37,022 for allowance for personal automobile use; (iii) $8,250 for contributions to his 401(k) retirement plan; (iv) $72,735 for a taxable benefit in relation to the achievement of the Service Factor; and (v) $2,500 reimbursement for the Executive Wellness Plan. 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$1.3226 in 2023, US$1.00= CAD$1.3544 in 2022, and US$1.00= CAD$1.2678 in 2021 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. (15) This amount reflects the grant date fair value of 38,873 RSUs and 35,888 PSUs granted on March 7, 2023 pursuant to Mr. Welton's employment agreement. (16) This amount reflects: (i) $33,117 for contributions to his retirement plan including the Non-registered Plan; (ii) $24,469 for allowance for personal automobile use; (iii) $11,303 for life insurance payments and other taxable benefit reimbursements; and (iv) $2,500 reimbursement for the Executive Wellness Plan. 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.

  62. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 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, 2023 under any plan, including awards that subsequently have been transferred.

  63. 2023 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 | - | - | - | - | - | | | Jan 2, 2023 | - | - | - | - | 173,730 | 288,732 | - | 2,749,996 | | | Jan 2, 2023 | - | - | - | - | - | - | 187,585(7) | 2,749,996 | | Natasha Fernandes(8) | | - | 193,773(9) | - | - | - | - | - | - | | | Mar 7, 2023 | - | - | | | 19,181 | 31,887 | - | 387,473 | | | Mar 7, 2023 | - | - | - | - | - | - | 20,777(10) | 387,491 | | Daniel Manwaring | | - | 240,000 | - | - | - | - | - | - | | | Mar 7, 2023 | - | - | - | - | 151,515(11) | 265,151 | - | 181,250 | | | Mar 7, 2023 | - | - | - | - | - | - | 454,546(12) | 543,749 | | Robert D. Lister | | - | 465,490 | - | - | - | - | - | - | | | Mar 7, 2023 | - | - | - | - | 35,888 | 59,663 | - | 724,970 | | | Mar 7, 2023 | - | - | - | - | - | - | 38,873(13) | 724,981 | | Mark Welton(14) | | - | 423,409 | - | - | - | - | - | - | | | Mar 7, 2023 | - | - | - | - | 35,888 | 59,663 | - | 724,970 | | | Mar 7, 2023 | - | - | - | - | - | - | 38,873(15) | 724,981 |

  64. 2023 GRANTS OF PLAN-BASED AWARDS

    (1) Represents annual cash bonus awards. The Target column reflects the award granted had we achieved all of our 2023 performance measures at target. See “Compensation Discussion and Analysis — Pay and Performance in 2023 — Annual Cash Bonus Awards” on page 41. Mr. Gelfond has a maximum annual bonus opportunity pursuant to his employment agreement of 200% of his salary. 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 (in the case of Mr. Manwaring, one common share of IMAX China). 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 2023. (4) This amount represents the maximum vesting opportunity available for the PSUs granted in 2023, 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 (in the case of Mr. Manwaring, one common share of IMAX China). 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 Note 17(c) of Notes to Consolidated Financial Statements in Item 8 of the 2023 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 stock option, RSU or PSU awards will depend on our actual operating performance, stock price fluctuations and the NEO’s continued employment. (7) These RSUs represent 187,585 RSUs granted on January 2, 2023 pursuant to the Gelfond Agreement. These RSUs will vest and convert to Common Shares in three installments: 62,528 on each of January 2, 2024 and January 2, 2025 and 62,529 January 2, 2026. (8) Ms. Fernandes' estimated future payouts under non-equity incentive plan awards are paid in Canadian dollars. An exchange rate of US$1.00= CAD$1.3226 in 2023 has been applied to convert such amounts from Canadian dollars to U.S. dollars. (9) Ms. Fernandes' target bonus percentage increased from 50% to 55% effective June 1, 2023. (10) These RSUs represent 20,777 RSUs granted on March 7, 2023 pursuant to Ms. Fernandes' employment agreement. The RSUs will vest and convert to Common Shares in three installments: 6,925 on each of March 7, 2024, March 7, 2025 and 6,927 on March 7, 2026. (11) These represent 151,515 IMAX China PSUs granted on March 7, 2023 pursuant to Mr. Manwaring's employment agreement. If the performance targets are met, the IMAX China PSUs will vest and convert to common shares of IMAX China. An exchange rate of US$1.00=HKD$7.8495557 has been applied to convert the grant date fair value of IMAX China PSU from Hong Kong dollars to U.S. dollars. These represent 454,546 IMAX China RSUs granted on March 7, 2023 pursuant to Mr. Manwaring's employment agreement. Common shares of IMAX China are underlying Mr. Manwaring's RSUs. These IMAX China RSUs vest and convert to common shares of IMAX China in three installments: 151,500 on each of March 7, 2024 and March 7, 2025 and 151,546 on March 7, 2026. An exchange rate of US$1.00=HKD$7.84954 has been applied to convert the grant date fair value of IMAX China RSU from Hong Kong dollars to U.S. dollars. These RSUs represent 38,873 RSUs granted on March 7, 2023 pursuant to Mr. Lister's employment agreement. These RSUs vest and will convert to Common Shares in three installments: 12,957 on each of March 7, 2024 and March 7, 2025 and 12,959 on March 7, 2026. (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$1.3226 in 2023 has been applied to convert such amounts from Canadian dollars to U.S. dollars. (15) These RSUs represent 38,873 RSUs granted on March 7, 2023 pursuant to Mr. Welton's employment agreement. These RSUs will vest and convert to Common Shares in three installments: 12,957 on each of March 7, 2024 and March 7, 2025 and 12,959 on March 7, 2026. Additional terms and conditions of the PSUs and RSUs granted listed 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.

  65. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table sets forth information relating to unexercised equity awards for each NEO outstanding as of December 31, 2023.

  66. OUTSTANDING EQUITY AWARDS AT 2023 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 | 426,695 | — | 27.20 | February 21, 2024 | — | | — | — | — | | | | 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 | — | | — | — | — | | | | — | — | — | — | 52,084 | (1) | 782,302(4) | — | — | | | | — | — | — | — | 102,765 | (2) | 1,543,530(4) | — | — | | | | — | — | — | — | 187,585 | (3) | 2,817,527(4) | — | — | | | | — | — | — | — | — | | — | 54,428(5) | 817,509 | (4) | | | — | — | — | — | — | | — | 93,750(6) | 1,408,125 | (4) | | | — | — | — | — | — | | — | 52,083(7) | 782,287 | (4) | | | — | — | — | — | — | | — | 92,488(8) | 1,389,170 | (4) | | | — | — | — | — | — | | — | 61,179(9) | 918,909 | (4) | | | — | — | — | — | — | | — | 112,551(10) | 1,690,516 | (4) | | Natasha Fernandes | 2,957 | — | 20.85 | March 7, 2025 | — | | — | — | — | | | | 2,652 | | 22.49 | March 7, 2026 | — | | — | — | — | | | | — | — | — | — | 871 | (11) | 13,082(4) | — | — | | | | — | — | — | — | 14,844 | (!2) | 222,957(4) | — | — | | | | — | — | — | — | 20,777 | (13) | 312,071(4) | — | — | | | | — | — | — | — | — | | — | 853(6) | 12,812 | (4) | | | | | | | | | | 7,422(8) | 111,478 | (4) | | | — | — | — | — | — | | — | 6,715(9) | 100,859 | (4) | | | — | — | — | — | — | | — | 12,466(10) | 187,239 | (4) | | Daniel Manwaring | — | — | — | — | 454,546 | (14) | 389,850(15) | — | — | | | | — | — | — | — | — | | — | 151,515(16) | 129,950 | (!5) | | Robert D. Lister | 39,909 | — | 32.45 | March 7, 2024 | — | | — | — | — | | | | 55,910 | | 20.85 | March 7, 2025 | — | | — | — | — | | | | 50,143 | | 22.49 | March 7, 2026 | — | | — | — | — | | | | — | — | — | — | 14,733 | (17) | 221,290(4) | — | — | | | | — | — | — | — | 23,916 | (18) | 359,218(4) | — | — | | | | — | — | — | — | 38,873 | (!9) | 583,872(4) | — | — | | | | — | — | — | — | — | | — | 7,211(5) | 108,309 | (4) | | | — | — | — | — | — | | — | 13,061(6) | 196,176 | (4) | | | — | — | — | — | — | | — | 10,931(7) | 164,184 | (4) | | | — | — | — | — | — | | — | 21,523(8) | 323,275 | (4) | | | — | — | — | — | — | | — | 12,564(9) | 188,711 | (4) | | | — | — | — | — | — | | — | 23,324(10) | 350,326 | (4) | | Mark Welton | 21,020 | — | 32.45 | March 7, 2024 | — | | — | — | — | | | | 39,432 | — | 20.85 | March 7, 2025 | — | | — | — | — | | | | 49,504 | — | 22.49 | March 7, 2026 | — | | — | — | — | | | | — | — | — | — | 14,734 | (20) | 221,305(4) | — | — | | | | — | — | — | — | 23,916 | (18) | 359,218(4) | — | — | | | | — | — | — | — | 38,873 | (19) | 583,872(4) | — | — | | | | — | — | — | — | — | | | 7,211(5) | 108,309 | (4) | | | — | — | — | — | — | | — | 13,061(6) | 196,176 | (4) | | | — | — | — | — | — | | — | 10,931(7) | 164,184 | (4) | | | — | — | — | — | — | | — | 21,523(8) | 323,275 | (4) | | | — | — | — | — | — | | — | 12,564(9) | 188,711 | (4) | | | — | — | — | — | — | | — | 23,324(10) | 350,326 | (4) |

  67. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    52,084 of the RSUs will vest and convert to Common Shares on January 4, 2024. 51,382 of the RSUs will vest and convert to Common Shares on January 2, 2024 and 51,383 on January 2, 2025. (3) 62,528 of the RSUs will vest and convert to Common Shares on each of January 2, 2024 and January 2, 2025 and 62,529 on January 2, 2026. (4) Market value is based on the closing price of the Common Shares on the NYSE on December 29, 2023 ($15.02). These amounts assume achievement of performance at target. (5) These PSU units will vest and convert to Common Shares in the first quarter of 2024. At the conclusion of the three-year performance period, 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 PSU units will vest and convert to Common Shares in the first quarter of 2024. At the conclusion of the three-year performance period, 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 PSU units will vest and convert to Common Shares in the first quarter of 2025. At the conclusion of the three-year performance period, 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 PSU units will vest and convert to Common Shares in the first quarter of 2025. At the conclusion of the three-year performance period, 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 PSU units will vest and convert to Common Shares in the first quarter of 2026. At the conclusion of the three-year performance period, 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 PSU units will vest and convert to Common Shares in the first quarter of 2026. At the conclusion of the three-year performance period, 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) 871 of the RSUs will vest and convert to Common Shares on March 7, 2024. (12) 7,422 of the RSUs will vest and convert into common shares on each of March 7, 2024 and March 7, 2025. (13) 6,925 of the RSUs will vest and convert into common shares on each of March 7, 2024 and March 7, 2025 and 6,927 on March 7, 2026. (14) 151,500 of the IMAX China RSUs will vest and convert into common shares of IMAX China on each of March 7, 2024 and March 7, 2025 and 151,546 on March 7, 2026. (15) Market value is based on the closing price of the common shares of IMAX China on the HKSE on December 29, 2023. An exchange rate of US$1.00=HKD$7.8118624 has been applied to convert the grant date fair value of IMAX China grants from Hong Kong dollars to U.S. dollars. These amounts assume achievement of performance at target. (16) These IMAX China PSUs will vest and convert to Common Shares in the first quarter of 2026. At the conclusion of the three-year performance period, the number of IMAX China 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. (17) 14,733 of the RSUs will vest and convert to Common Shares on March 7, 2024. (18) 11,957 of the RSUs will vest and convert into Common Shares on March 7, 2024 and 11,959 on March 7, 2025. (19) 12,957 of the RSUs will vest and convert into Common Shares on each of March 7, 2024 and March 7, 2025 and 12,959 on March 7, 2026. (20) 14,734 of the RSUs will vest and convert to Common Shares on March 7, 2024. All stock options and RSUs in the “Outstanding Equity Awards at 2023 Fiscal Year-End” table were granted under the Stock Option Plan or the IMAX LTIP as described above in “Compensation Discussion and Analysis.”

  68. OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2023

    OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2023 The following table sets forth all stock awards that vested and the value realized upon vesting during the fiscal year ended December 31, 2023 for each of the NEOs on an aggregated basis.

  69. OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2023

    | | Option Awards | | Stock Awards | | | 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 | — | — | 300,397(2) | 4,965,921 | | Natasha Fernandes | — | — | 11,740(3) | 216,368 | | Daniel Manwaring(4) | — | — | — | — | | Robert D. Lister | — | — | 93,769(5) | 1,728,163 | | Mark Welton | — | — | 81,881(6) | 1,509,067 |

  70. OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2023

    (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) 96,098 RSUs vested and converted into 96,098 Common Shares on January 2, 2023, (ii) 63,447 RSUs vested and converted into 63,447 Common Shares on January 4, 2023, and (iii) 140,825 PSUs vested and converted into 140,825 Common Shares on March 7, 2023. (3) Represents (i) 9,530 RSUs vested and converted into 9,530 Common Shares and (ii) 2,210 PSUs vested and converted into 2,210 Common Shares on March 7, 2023. (4) Mr. Manwaring was appointed as Chief Executive Officer of IMAX China effective January 9, 2023. He did not have any stock awards that vested during the fiscal year ended December 31, 2023. (5) Represents (i) 69,005 RSUs vested and converted into 69,005 Common Shares and (ii) 24,764 PSUs vested and converted into 24,764 Common Shares on March 7, 2023. Represents (i) 57,117 RSUs vested and converted into 57,117 Common Shares and (ii) 24,764 PSUs vested and converted into 24,764 Common Shares on March 7, 2023.

  71. 2023 PENSION BENEFITS

    2023 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, 2023.

  72. 2023 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 | 22.5 | 18,178,392 | — | | | Post-Retirement Medical Benefits | — | 256,000 | — |

  73. 2023 PENSION BENEFITS

    (1) See Note 23(a) and (c) of Notes to Consolidated Financial Statements in Item 8 of the 2023 Form 10-K, for certain assumptions used to calculate the present value of accumulated benefits. 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 “2023 Summary Compensation Table” on page 51. We are required to assume a retirement date of December 31, 2023 for Mr. Gelfond for purposes of the "2023 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, 2022 value. See Note 23(a) of Notes to Consolidated Financial Statements in Item 8 of the 2023 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.”

  74. 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). To determine the median employee, we prepared a list of our global employee population as of our December 31, 2023 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 697 as of December 31, 2023. 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, 2023. We annualized compensation for employees newly hired in 2023. We applied a valid statistical sampling technique to identify the population of employees with compensation within five percent of the median. We selected an employee that was from within that range as our median employee. We then determined that employee’s annual total compensation as determined under the Summary Compensation Table requirements was $93,614 for 2023. The CEO’s annual total compensation was $8,728,635 for 2023, resulting in an estimated ratio of 93:1 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.

  75. 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 and IMAX China LTIP, as applicable, which describe the impact of certain separation events on equity awards granted, unless provisions in the individual NEO’s employment arrangement override the terms of the relevant plan. These generally applicable termination-related provisions are as follows: • Termination generally: The Compensation Committee or the IMAX China Board of Directors, as applicable, 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 and IMAX China 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. For purposes of the IMAX China LTIP, change of control means a sale (whether by merger, consolidation, recapitalization, reorganization, sale of securities or otherwise) in one transaction or a series of related transactions upon completion of which a person or a group of persons acting in concert acquires directly or indirectly IMAX China shares representing more than 50% of the voting power of IMAX China or all or substantially all of the assets of IMAX China, in each case, other than a “Change in Control” is defined under the IMAX LTIP. • 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.

  76. 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.

  77. 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 Ms. Fernandes are terminated due to death or disability, each would be entitled to accelerated vesting for a portion of their outstanding equity that, when combined with those already vested, would total an aggregate of 50% of all of their equity granted. 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.

  78. 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 achievement of the performance goals. In addition, a portion of Mr. Gelfond’s unvested PSUs and 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 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 Mr. Manwaring’s employment is terminated by the Company without cause, Mr. Manwaring would be entitled to a notice period of four months or severance pay equal to the lesser of (i) four months or (ii) the remaining term in his employment agreement of base salary and allowances. 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 benefits 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 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 awarded in 2022 and 2023, Mr. Lister also would be entitled to the accelerated vesting of all granted but unvested equity awards. Following a termination without cause or resignation for good reason, Mr. Lister would have 12 months to exercise any vested stock options. For the 2022 and 2023 annual grants, (x) all outstanding equity will, pursuant to the Service Factor, continue to vest in accordance with the original vesting schedule, 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 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) 6 months beyond the end of the salary continuation period and (y) the expiration of the remaining terms of the vested options.

  79. 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, 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.

  80. 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 (millions)(4) | Adjusted EBITDA (millions)(5) | | | | | | | TSR | Peer Group TSR(3) | | | | 2023 | $8,728,635 | $9,444,922 | $2,285,243 | $2,378,593 | $73.52 | $78.52 | $25.34 | $128.16 | | 2022 | $8,038,004 | $5,845,194 | $2,065,369 | $1,578,025 | $71.76 | $119.49 | ($22.80) | $84.40 | | 2021 | $9,081,442 | $9,581,484 | $2,623,371 | $1,838,719 | $87.32 | $145.37 | ($22.30) | $68.60 | | 2020 | $6,922,439 | $7,069,638 | $2,250,134 | $2,516,577 | $88.20 | $110.56 | ($143.80) | ($13.10) |

  81. 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:

  82. PAY VERSUS PERFORMANCE

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

  83. PAY VERSUS PERFORMANCE

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

  84. 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 | | 2023 | | | | | | | | PEO | $(5,499,992) | $6,708,906 | $(523,716) | $31,089 | $0 | $716,287 | | NEO | $(1,099,966) | $1,034,124 | $(36,250) | $195,443 | $0 | $93,350 |

  85. 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. (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 2023 peer group consists of Ambarella, Inc., Cinemark Holdings, Inc., Cineplex Inc., Dolby Laboratories, Inc., fuboTV Inc, Harmonic Inc., Knowles Corporation, Lions Gate Entertainment Corp., The Marcus Corporation, WildBrain Ltd., and Xperi Holding Corporation (the “2023 Peer Group”). 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 from the 2023 Peer Group, because they were acquired in 2023. Glu Mobile Inc. and Zynga Inc. were excluded from the peer group list, as applicable, because they were acquired in 2021 and 2022, respectively. (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 (U.S. 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 82 for a reconciliation of all non-GAAP measurements to the most directly comparable U.S. GAAP measure and a description of how the non-GAAP numbers are calculated from our audited financial statements.

  86. 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, and Net Income. Cap v. IMAX group TSR CAP v. Adjusted EBITDA and GAAP Net income

  87. 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. 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 2023 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, 2023.

  88. COMPENSATION OF DIRECTORS

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) | Total ($) | | Gail Berman | 28,623 | 124,986(2) | — | 153,609 | | Eric A. Demirian | 75,000 | 124,986(2) | — | 199,986 | | Kevin Douglas | 66,667 | 124,986(2) | — | 191,653 | | David W. Leebron | 75,000 | 124,986(2) | — | 199,986 | | Michael MacMillan | 65,000 | 124,986(2) | — | 189,986 | | Steve Pamon | 61,875 | 124,986(2) | | 186,861 | | Dana Settle | 62,500 | 124,986(2) | — | 187,486 | | Darren Throop (Board Chair) | 113,958(3) | 169,998(4) | — | 283,956 | | Jennifer Wong | 33,623 | 124,986(2) | — | 158,609 |

  89. 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 Note 17(c) of Notes to Consolidated Financial Statements in Item 8 of the 2023 Form 10-K, for the assumptions used to calculate the fair value of the RSUs. (2) The director received a grant of 6,778 on June 9, 2023. The RSUs vested on June 9, 2023. (3) In addition to the annual retainers paid for his role as the Chairman and an independent board member, Mr. Throop received payments in the amount of $833 and $625 for his role as the Chair and member of the Compensation Committee, respectively, during 2022, which was paid in January 2023. Mr. Throop stepped down from the Compensation Committee in 2022. (4) Mr. Throop received a grant of 9,219 RSUs on June 3, 2022 in recognition of his position as Chairman of the Board. The RSUs vested on June 9, 2023.