DEF 14A of National CineMedia, Inc., Mar 21, 2025

DEF 14A of National CineMedia, Inc.

Filed Mar 21, 2025 · FY20240000950170-25-043192

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors has nominated the following seven directors for election at the Annual Meeting. Important summary information about the nominees for director is set forth in the table below. Following the table is certain biographical information about each nominee for director, as well as selected information about specific qualifications, attributes, skills and experience that led our Board to conclude that each nominee for director is qualified to serve on our Board.

  2. Board Composition

    Board Composition

  3. Board Composition

    | Nominee | Age | Director Since | Independent | Occupation | Current Committee Membership* | | | | | | | | | A | C | NG | | David E. Glazek | 47 | 2019** | Yes | Partner Sunago Capital Partners, LP Executive Chairman of Turning Point Brands, Inc. Adjunct Professor Columbia Business School | | Chair | ● | | Nicholas Bell | 41 | 2023 | Yes | Chief Executive Officer of Fanatics Live | | ● | ● | | Kelly Campbell | 46 | N/A | Yes | Former President of Peacock and Hulu | | | | | Juliana F. Hill | 56 | 2020 | Yes | Former Senior Vice President of Liquidity and Asset Management of iHeartMedia, Inc. | Chair | | ● | | Nathan "Tripp" Lane | 47 | 2024 | Yes | Founder and Partner of Delancey Cove LLC | ● | | | | Thomas F. Lesinski | 65 | 2014 | No | Chief Executive Officer of NCM, Inc. | | | | | Joseph Marchese | 43 | 2023 | Yes | General Partner Human Ventures and Casa Komos Brands Group | ● | ● | | | * A = Audit Committee, C = Compensation and Leadership Committee, NG = Nominating and Governance Committee | | | | | | | | | ** Chair of the Board effective February 27, 2025 | | | | | | | |

  4. Board Composition

    Our Board values having directors that reflect diverse perspectives, including those based on background and professional expertise that are relevant to the Company’s advertising businesses. In considering whether to recommend any candidate for inclusion in the slate of director nominees, our Nominating and Governance Committee complies with the Company’s Corporate Governance Guidelines and Corporate Code of Business Conduct and Ethics, which requires consideration of various factors in compliance with applicable law. In addition, the Committee seeks nominees that will complement the existing members and provide diversity of background and professional expertise. Our Board believes it currently has a broad range of experience and backgrounds and will continue to revisit the makeup of the Board in the future. The United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) entered an order confirming National CineMedia, LLC’s (“NCM LLC”) Modified First Amended Plan of Reorganization of National CineMedia, LLC Pursuant to Chapter 11 of the Bankruptcy Code (as amended, the “Plan”). On August 7, 2023, all the conditions to effectiveness of the Plan were satisfied or waived, the Restructuring Transactions were substantially consummated and NCM LLC emerged from bankruptcy. On August 7, 2023, the Company entered into a Director Designation Agreement (the “Creditor Designation Agreement”) among the Company, the Consenting Creditor Designation Committee (as defined in the Creditor Designation Agreement) (the “Designation Committee”) and Blantyre Capital Limited (“Blantyre”) in accordance with the Plan. The Designation Agreement provides for the designation of up to six directors, three of whom must be independent, by the Designation Committee and Blantyre going forward. Designation Committee Rights. During the Committee Designation Period (defined below), the Designation Committee shall have the right to designate a specified number of directors based on the percentage of the issued and outstanding equity interests of the Company and NCM LLC membership units on an as converted to Common Stock basis (“NCMI Interests”) that are owned by the Consenting Creditors (as defined in the Creditor Designation Agreement). The number of directors that may be designated is based on the following: (i) up to six directors, three of whom must be independent, as long as the Consenting Creditors hold at least 56% of the NCMI Interests as of any applicable Attestation Date, as defined in the Creditor Designation Agreement; (ii) up to five directors, two of whom must be independent, as long as the Consenting Creditors hold less than 56% but at least 50% of the NCMI Interests as of any applicable Attestation Date; (iii) up to four directors, two of whom must be independent, as long as the Consenting Creditors hold less than 50% but at least 34% of the NCMI Interests as of any applicable Attestation Date; (iv) up to three directors, one of whom must be independent, as long as the Consenting Creditors hold less than 34% but at least 23% of the NCMI Interests as of any applicable Attestation Date; (v) up to two directors, one of whom must be independent, as long as the Consenting Creditors hold less than 23% but at least 12% of the NCMI Interests as of any applicable Attestation Date; and (vi) one director as long as the Consenting Creditors hold less than 12% but at least 5% of the NCMI Interests as of any applicable Attestation Date. In each case, the number of directors that may be designated by the Designation Committee shall be reduced by the number of directors appointed by Blantyre, whose rights are described below. The “Committee Designation Period” will end on the earliest to occur of (i) the day following the Company’s 2025 annual general meeting of its stockholders and (ii) the Attestation Date, if any, on which the Consenting Creditors collectively cease to hold, or manage funds or accounts that hold, at least 5% of the NCMI Interests. Each year prior to the Company’s stockholder meeting, the Company will reach out to the Consenting Creditors to determine their individual and collective ownership of the NCMI Interests for purposes of determining the number of directors to be designated by the Designation Committee. In the event that a member of the Designation Committee ceases to own at least 50% of the NCMI Interests it held as of August 7, 2023, then the member will be replaced by another Consenting Creditor as determined by the Company subject to the conditions in the Creditor Designation Agreement. Blantyre Rights. During the Blantyre Designation Period (defined below), Blantyre shall have the right to designate (i) two directors, one of whom must be independent, as long as Blantyre holds at least 15% of the NCMI Interests and (ii) one director as long as Blantyre holds less than 15% but at least 10% of the NCMI Interests. The “Blantyre Designation Period” will end on the earlier of (i) the day following the Company’s 2026 annual general meeting of its stockholders and (ii) the date, if any, on which Blantyre ceases to hold, or manage funds or accounts that hold, at least 10% of the NCMI Interests. As of January 9, 2025, which is the Attestation Date under the Director Designation Agreement, the Consenting Creditors held approximately 41% of the NCMI Interests, of which Blantyre Capital held approximately 28% of the NCMI Interests. Pursuant to the terms of the Director Designation Agreement, this ownership level grants the Designation Committee the right to designate up to 4 directors, 2 of whom must be independent, and of those directors, Blantyre has the right to designate 2 directors. Blantyre nominated two directors, Nathan Lane and David Glazek, and the Designation Committee nominated two directors, Juliana Hill and Nicholas Bell, and each of these nominees was nominated by the Board for election at the Annual Meeting. Our Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) provides that all directors are included within one class and that the number of total directors will not be more than eleven. The number of currently authorized director positions is nine, which will be reduced to seven effective immediately prior to the Annual Meeting, pursuant to our Bylaws. Each member serves a one-year term until the next Annual Meeting and until his or her successor is duly elected and qualified.

  5. Business Experience of Nominees

    Business Experience of Nominees We are soliciting proxies in favor of the election of each nominee identified below. All nominees have consented to serve as directors, if elected. If any nominee is unable or unwilling to serve as a director at the time of the Annual Meeting, the persons who are designated as proxies intend to vote, in their discretion, for such other persons, if any, as may be designated by our Board of Directors. The proxies may not vote for a greater number of persons than the number of nominees named. As of the date of this proxy statement, our Board of Directors has no reason to believe that any of the persons named below will be unable or unwilling to serve as a nominee or as a director. The names of the nominees and other information about them, including their directorships at public companies held at any time during the past five years, if applicable, and their involvement in certain legal proceedings during the past ten years, if applicable, are set forth below. In addition, we have included information about each nominee’s experience, qualifications, attributes or skills that led our Board of Directors to conclude that the nominee should serve as a director of the Company, in light of our business and corporate structure.

  6. Business Experience of Nominees

    | David E. Glazek Non-Employee Chair Independent Director Director Since: 2019 Age: 47 Committees: Compensation and Leadership - Chair Nominating and Governance | Mr. Glazek has over 15 years of experience investing in distressed, special situations and private credit strategies, including as a Partner and Portfolio Manager of Standard General, LP. from 2008-2023 and Sunago Capital Partners, LP since 2023. He also serves as Executive Chairman of Turning Point Brands, Inc., a consumer products company, since 2019, as a Director of Workers Benefit Consortium, Inc. since 2021 and an Adjunct Professor at Columbia Business School since 2021. He previously worked at Lazard Freres & Co and the Blackstone Group. Throughout his career he has served on numerous public and private company boards of directors. Mr. Glazek holds a Bachelor of Arts from the University of Michigan and a J.D. from Columbia Law School. | | | Qualifications: Mr. Glazek’s extensive experience overseeing the operations of public and private companies, as well as his deep capital markets, legal, governance, transactional, and restructuring expertise qualifies him to serve on our Board of Directors. |

  7. Business Experience of Nominees

    | Nicholas Bell Independent Director Director Since: 2023 Age: 41 Committees: Compensation and Leadership Nominating and Governance | Mr. Bell has been the Chief Executive Officer of Fanatics Live, a digital commerce company, since January 2023. Prior to Fanatics Live, Mr. Bell was the Senior Director & Head of Product, Google Images, at Google, a multinational technology company, from June 2020- December 2022, a Co-Founder & managing Partner at Attention Capital, a media and technology holding company, from February 2019-May 2020, the Vice Global Head of Content & Partnership at Snap, a social media platform company, from April 2014 to January 2019, and Senior Vice-President, Digital Products, News Corporation from 2013 to 2014. | | | Qualifications: Mr. Bell’s current role of Chief Executive Officer of Fanatics Live qualifies him to offer media sales and investment advice to our management and Board. Mr. Bell’s significant business experience allows him to contribute business and content strategies as a member of our Board of Directors. |

  8. Business Experience of Nominees

    | Kelly Campbell Independent Director Nominee Director Since: N/A Age:46 Committees: None. | Ms. Campbell served as President of Peacock, NBCUniversal’s streaming service, from November 2021 to March 2025. Prior to joining Peacock, Ms. Campbell served as President of Hulu from February 2020 to October 2021 and as Chief Marketing Officer of Hulu from August 2017 to February 2020. From 2005 to 2017, Ms. Campbell held a variety of roles at Google across the Google Ads and Google Cloud businesses. Ms. Campbell also serves on the board of Urban Outfitters, Inc. | | | Qualifications: Ms. Campbell brings extensive experience in the streaming services and advertising industry that qualifies her to serve on our Board of Directors. |

  9. Business Experience of Nominees

    | Juliana F. Hill Independent Director Director Since: 2020 Age: 56 Committees: Audit - Chair Nominating and Governance | Ms. Hill is the owner of JFH Consulting, which she founded in 2013 to provide financial and strategic advisory services. From 2013 to April 2019, Ms. Hill worked at iHeartMedia, Inc., formerly Clear Channel Communications, Inc., as the Senior Vice President of Liquidity and Asset Management, and also led a steering committee for the separation of iHeartMedia's subsidiary, Clear Channel Outdoor Holdings. Prior to this, from 2000 to 2010, she worked as iHeartMedia’s Senior Vice President of Finance. Ms. Hill also serves on the board of PLBY Group, Inc. Previously, Ms. Hill was an associate in US West Communications, Inc.’s executive development program and an audit manager at Ernst & Young LLP. | | | Qualifications: Ms. Hill's experience as a financial executive in a media company qualifies her to serve on our Board of Directors and as chair of our Audit Committee and to provide guidance to our accounting function and financial advice to our Board. |

  10. Business Experience of Nominees

    | Nathan "Tripp" Lane Independent Director Director Since: 2024 Age: 47 Committees: Audit | Mr. Lane is the founder of Delancey Cove LLC, a consulting firm, under which he has acted as an advisor, board member and interim manager for companies undergoing turnarounds and restructurings since 2017. Mr. Lane has also served as a director for a number of public and private companies since 2019, including as a non-executive director of Card Factory, PLC since 2020. Prior to Delancey Cove, Mr. Lane was an investment professional with BlueMountain Capital Management, LLC, a hedge fund, from 2015 to 2017, and a Principal at Apax Partners, L.P., a global private equity advisory firm, from 2006 to 2015 where he focused on investments in the consumer, retail and media industries. Mr. Lane holds a B.A. from Colgate University, an M.A. from the School of Advanced International Studies (SAIS), Johns Hopkins University, and an M.B.A. from The Wharton School, University of Pennsylvania. | | | Qualifications: Mr. Lane’s extensive experience serving as an advisor to companies in turnarounds and special situations and his experience investing in media companies qualifies him to serve on the Company’s Board of Directors. |

  11. Business Experience of Nominees

    | Thomas F. Lesinski Chief Executive Officer and Director Director Since: 2014 Age: 65 Committees: None | Mr. Lesinski was appointed the Chief Executive Officer of NCM effective August 2, 2019. Previously, he served as the Chief Executive Officer of Sonar Entertainment, an independent entertainment studio from January 2016 to August 2019 and a member of its Board until February 2020. Mr. Lesinski served as the founder and CEO of Energi Entertainment, a multi-media content production company, from August 2014 until December 2015. From 2013 to 2014, Mr. Lesinski was President of Digital Content and Distribution at Legendary Entertainment, a leading media company dedicated to owning, producing and delivering content to mainstream audiences with a targeted focus on the fandom demographic. Prior to that role, from 2006 to 2013, Mr. Lesinski served as President, Digital Entertainment at Paramount Pictures, a global producer and distributor of filmed entertainment. Mr. Lesinski also served as President of Worldwide Home Entertainment at Paramount Pictures for three years, prior to which, he spent ten years in various leadership positions at Warner Bros. Entertainment and was a Managing Director for an advertising agency. Mr. Lesinski served as Non-Employee Chairman of NCM from August 1, 2018 to August 1, 2019. | | | Qualifications: Mr. Lesinski’s experience in home entertainment and digital media gives him the experience to critically review the various business considerations necessary to run a business such as ours and offers a valuable perspective as the media marketplace becomes more competitive, particularly with the growth of online and mobile advertising platforms. Mr. Lesinski's previous experience as a Chief Executive Officer and current role as the Company's Chief Executive Officer provides valuable perspective as a director. |

  12. Business Experience of Nominees

    | Joseph Marchese Independent Director Director Since: 2023 Age:43 Committees: Compensation and Leadership Audit | Mr. Marchese has been the Co-Founder and General Partner of Human Ventures, a venture capital firm, since 2015, Co-Founder and General Partner of Casa Komos Brands Group, a venture capital firm, since July 2018, and Co-Founder and Chairman of Groundswell.io, a corporate social responsibility software company, since June 2021. Previously, Mr. Marchese served as President of Advertising Revenue for Fox Networks Group, a television and asset management company, from February 2015 to March 2019. Prior to Fox Networks, Mr. Marchese held other various roles as a media executive, management consultant and multiple time entrepreneur. Mr. Marchese is a widely recognized leader in the media and technology industries and was inducted into the Advertising Hall of Achievement in 2016. Mr. Marchese has been a member of the board of directors of Clear Channel Outdoor Group since 2019 and serves on the board of other privately held media and non-profit companies. | | | Qualifications: Mr. Marchese has extensive experience in the media and advertising industries and will bring important insights to our Board regarding our industry. |

  13. Business Experience of Nominees

    Directors will be elected by a plurality of the votes of the holders of shares present in person or by proxy at the Annual Meeting. This means that the seven director nominees who receive the greatest number of votes cast by the holders of our common stock entitled to vote at the Annual Meeting will be elected as directors.

  14. Executive Summary

    | Base Salary | + | Annual Cash Incentive | + | Performance-Based Restricted Stock Units (“PBRSU”) | + | Time-Based Restricted Stock Units (“TBRSU”) | = | Total Direct Compensation |

  15. Average of Other NEOs (b)

    | What We Do | | What We Don't Do | | | ☑ | Pay for performance by structuring a significant percentage of target annual compensation in the form of variable, at-risk compensation | ☒ | We do not provide excise tax gross-ups | | ☑ | Utilize pre-established performance goals that are aligned with creation of stockholder value | ☒ | We do not pay dividends on any unvested equity awards. Dividend equivalents are only payable on such awards to the extent the awards ultimately vest and are earned. | | ☑ | Conduct a market comparison of executive compensation against a relevant peer group | ☒ | We do not allow repricing of underwater stock options without stockholder approval | | ☑ | Engage an independent compensation consultant reporting directly to the Compensation and Leadership Committee and providing no other services to the Company | ☒ | We do not allow hedging of our securities | | ☑ | Utilize double-trigger vesting for equity awards in the event of a change in control | ☒ | We do not allow pledging of our securities | | ☑ | Maintain stock ownership guidelines | | | | ☑ | Maintain mandatory clawback policy | | | | ☑ | Mitigate undue risk | | | | ☑ | Conduct an annual say-on-pay vote | | |

  16. Role of Compensation Consultant and CEO in Determining Executive Compensation

    Role of Compensation Consultant and CEO in Determining Executive Compensation In early 2024, our CEO recommended to the Compensation and Leadership Committee the compensation structure for our NEOs, other than himself. Based on the CEO’s recommendation and the Compensation and Leadership Committee’s independent assessment of the other NEO’s compensation, the Compensation and Leadership Committee and full Board approved the recommendations in February and March of 2024, respectively, as well as the CFO's amended employment agreement in September 2024. At the recommendation of the Compensation and Leadership Committee, the full Board determined and approved our CEO’s compensation. Our CEO was not involved in the voting or deliberations by our Compensation and Leadership Committee or our Board regarding his compensation. Our Compensation and Leadership Committee engaged Meridian, a nationally recognized consulting firm, to serve as an independent consultant on executive compensation matters during 2024. Meridian assessed the competitiveness of 2024 compensation for the executive officers and reviewed the 2025 Proxy Statement. Prior to retaining Meridian, our Compensation and Leadership Committee reviewed its independence as contemplated by the committee’s charter and applicable Nasdaq rules and determined that Meridian’s provision of services to the Compensation and Leadership Committee would not give rise to any conflicts of interest and that Meridian was independent from the Company, our Compensation and Leadership Committee and our executive officers. As part of its review, Meridian assessed our NEOs’ base salary, annual cash incentive, total cash compensation (combined salary and annual cash incentive), long-term incentives and total direct compensation against comparator peer group practices. In that regard, Meridian reviewed and recommended to the Compensation and Leadership Committee a comparator peer group, which was comprised of companies that are publicly and domestically traded, of comparable size to NCM, Inc. and in relevant industries. Our Compensation and Leadership Committee reviewed and approved the peer group.

  17. Compensation Peer Group

    Compensation Peer Group Our Compensation and Leadership Committee believes that peer group comparisons are useful to measure the competitiveness of our compensation practices and uses the information provided by the compensation consultant as an input to its decision making. Generally, the Compensation and Leadership Committee sets target compensation at or near the 50th percentile of the peer group. However, for a specific executive, the Compensation and Leadership Committee may set target compensation above or below this reference point in consideration of other factors including individual performance, roles and responsibilities within our leadership team, succession planning and retention risk. Our fiscal 2024 peer group was composed of the following companies:

  18. Compensation Peer Group

    | Audacy (formerly Entercom) | OutFront Media Inc. | | Entravision Communications Corporation | The E.W. Scripps Company | | IMAX Corp. | The Marcus Corporation | | Lee Enterprises, Incorporated | Townsquare Media, Inc. | | Lamar Advertising | Urban One, Inc. (formerly Radio One) | | Madison Square Garden Entertainment Corp. (formerly MSG Networks Inc.) | World Wrestling Entertainment, Inc. |

  19. Compensation Peer Group

    As a result of our Compensation and Leadership Committee’s assessment of the group relative to industry and size criteria, no changes were made to the peer group from the prior year.

  20. 2024 Compensation

    | Component | Description | Purpose | | Base Salary | Fixed cash component | Reward for level of responsibility, experience and sustained individual performance | | Annual Cash Incentive | Cash performance bonus based on achievement of pre-determined performance goals. | Reward team achievement against specific objective annual financial goals | | Long-Term Incentives | Equity grants in 2024 consisted of: •Performance-based restricted stock units •Time-based restricted stock units | Reward for the creation of stockholder value, align the interests of the executives with those of our stockholders and retain the executives for the long-term | | Other Compensation | A matching contribution to our defined contribution 401(k) plan and various health, life and disability insurance plans and other customary employee benefits. | Provide an appropriate level of employee benefit plans and programs | | Severance Benefits | General severance benefits are payable upon an NEO’s qualifying termination of employment as specified under the NEOs’ employment agreements. Severance benefits payable in connection with a change in control require an NEO to incur a qualifying termination of employment within a specified period following a change of control. No excise tax gross-ups are provided. | Intended to mitigate distraction of NEOs where there is a potential change in control or other possible termination situations and to enhance the Company’s ability to attract and retain executives | | Other Policies | Stock Ownership Guideline policy Clawback policy Insider trading policy, which includes anti-hedging and anti-pledging policies | Reflect risk-mitigating governance features and enhance alignment with stockholder interests |

  21. 2024 Compensation

    Specific compensation decisions made in 2024 are described below. Base Salary. Base salaries for our named executive officers were established based on the scope of their role and responsibilities, taking into account the experience and seniority of the individual, individual performance, peer group salary levels and other primarily subjective factors deemed relevant by our Compensation and Leadership Committee. Base salaries are reviewed periodically by our Compensation and Leadership Committee and our Board and may be adjusted from time to time pursuant to such review and/or in accordance with guidelines contained in the various employment agreements. We believe the 2024 base salaries were within a market competitive range compared to our peer group. The base salaries of our NEOs in 2024 compared to 2023 as of the end of each fiscal year were as follows.

  22. 2024 Compensation

    (1) Mr. Ng's base salary was increased following the effective date of his amended employment agreement, September 27, 2024. Prior to the effective date of his amended employment agreement, his 2024 base salary was $550,000. (2) The actual salary paid to Scott Felenstein was prorated for the time he served in his position. Annual Cash Incentive. Annual cash incentives are intended to compensate executives for achieving financial goals that support our annual operational and strategic goals. The Compensation and Leadership Committee set each NEO’s 2024 annual cash incentive target opportunity (expressed as a percentage of base salary) based on the NEO’s responsibility, experience and seniority, as well as peer group data. We believe our annual cash incentives, in combination with base salaries, deliver competitive total cash compensation. Payments of annual cash incentives are objectively calculated for each NEO based on the achievement of specific financial targets. The process for setting the financial targets for 2024, consistent with previous years, was part of the annual budget review and approval process. Based on achieved performance against each financial goal, each NEO could earn between 0% and 200% of his or her target annual incentive. For 2024, the annual cash incentive was based on two financial metrics: (i) Total Consolidated Revenue, which accounts for 25% of the payout and (ii) Adjusted Operating Income before Depreciation and Amortization (“AOIBDA”), which accounts for 75% of the payout. These performance measures were selected because they are consistent with our primary measurement metrics and key performance indicators used to manage our business, determine how we are performing versus our internal goals and targets, and benchmark our performance in the marketplace in which we operate. These performance measures are non-GAAP measures, which are specifically defined in the “Performance Measures Used in Incentive Plans for Fiscal 2024” section below. Straight line interpolation is applied to performance between the levels shown and the actual payouts are described below (in millions).

  23. 2024 Compensation

    | Revenue Target | Revenue % of Target | Revenue Portion Payout | AOIBDA Target | AOIBDA % of Target | AOIBDA Portion Payout | | $273.9 | 120.0% | 200.0% | $62.0 | 150.0% | 200.0% | | $228.2 | 100.0% | 100.0% | $41.3 | 100.0% | 100.0% | | $171.2 | 75.0% | 50.0% | $24.8 | 60.0% | 50.0% | | $< 171.2 | < 75.0% | 0.0% | $< 24.8 | < 60.0% | 0.0% |

  24. 2024 Compensation

    The Company achieved actual fiscal year 2024 Total Consolidated Revenue of $240.8 million and $45.7 million of AOIBDA. The achievement of each target resulted in a payout of 122.9% of target. Earned annual cash incentives were paid on February 27, 2025. See below for detail on the 2024 annual cash incentive payments to our NEOs:

  25. 2024 Compensation

    | | | Annual Cash Incentive | | | | Name | Salary | Target Award as a % of Salary | Total Actual Award as a % of Target Award | Total Award Amount | | Thomas F. Lesinski | $925,000 | 100.0% | 122.9% | $1,136,825 | | Ronnie Y. Ng | $560,577 | 76.3% | 122.9% | $527,126(1) | | Maria V. Woods | $425,000 | 75.0% | 122.9% | $391,744 | | Scott D. Felenstein | $669,500 | 85.0% | 122.9% | $—(2) |

  26. 2024 Compensation

    Mr. Ng's target award as a percentage of his salary was increased following the effective date of his amended employment agreement, September 27, 2024, to 80%. Prior to the effective date of his amended employment agreement, his 2024 target award as a percentage of his salary was 75%. His actual award paid was prorated to reflect both his amended salary and amended target award as a percentage of his salary as shown above. (2) The actual bonus to be paid to Scott Felenstein was identified in his severance agreement, subject to his compliance with the terms of his severance agreement. Long-Term Incentives (“LTI”). Our LTI awards are designed to align the interests of our executive officers with those of our stockholders and motivate our executive officers to create stockholder value. We have granted awards under our stockholder approved equity incentive plan, the National CineMedia, Inc. 2020 Omnibus Incentive Plan which we refer to as the “Equity Incentive Plan.” All grants under the Equity Incentive Plan to our named executive officers are approved by our Compensation and Leadership Committee generally in the first quarter of the fiscal year or at the anniversary of the hire date of the CEO, although grants could be made at any time at the discretion of our Board, generally related to promotions or other merit-related reasons. For 2024, the Board, at the recommendation of the Compensation and Leadership Committee, approved the grant of PBRSUs and TBRSUs to each of the NEO's. This mix of equity awards was intended to promote each NEO’s alignment with stockholder interest, pay-for-performance, retention of executives and stock ownership. In 2024, the mix and amount of TBRSUs and PBRSUs awarded within the MIP, as well as the aggressive targets set for the PBRSUs, were intended to retain and motivate key members of management in connection with the Chapter 11 Case, in consideration that there were no grants made in 2023, except for one grant required by the CEO's amended employment agreement and managements' historical holdings were significantly diluted following the reverse stock split on August 3, 2023. These awards were made in consultation with Meridian, the Company's compensation consultants. The mix and amount of awards granted in 2024 is not indicative of future annual grants, which are expected to align with historical grant patterns prior to the Chapter 11 Case. Each of the 2024 MIP awards is described below: • 2024 PBRSUs: The 2024 PBRSUs vest 50% based on the achievement of market-based performance metrics ("Market-based PBRSUs") and 50% based on the achievement of specific Company financial performance metrics ("Financial-based PBRSUs"). o Market-based PBRSUs – The Market-based PBRSUs have a three-year period for the Company to achieve and maintain a range of Total Shareholder Value ("TSV"), defined below. A portion of this grant vests upon the achievement of the minimum of the TSV, with additional shares vesting upon the achievement of subsequent target share prices within the range until the maximum TSV is achieved or the three year period is complete on December 31, 2026. The minimum TSV threshold to vest in 50% of the Market-based PBRSUs is $8.75, and the maximum TSV threshold to vest in 100% of the Market-based PBRSUs is $12.75. o Financial-based PBRSUs – The Financial-based PBRSUs vest over a three-year period consisting of three year-long tranches with a performance goal set for each year. Each of the three annual tranches vest five days after the Annual Report on Form 10-K for the respective year has been filed. ▪ In the event that the achievement percentage of the Market-based PBRSUs exceeds the achievement percentage for the Financial-based PBRSUs, the Market-based PBRSUs' achievement percentage will be applied to the Financial-based PBRSUs, resulting in additional share vesting. 2024 TBRSUs: TBRSUs vest 30% at the end of 2024. During 2025, 7.5% will vest on the last day of each quarter. During 2026, 10% will vest on the last day of each quarter. 2024 PBRSUs and TBRSUs. On February 9, 2024, the Board approved the following PBRSUs and TBRSUs to Messrs. Lesinski, Ng, Felenstein and Ms. Woods:

  27. 2024 Compensation

    | | 2024 Restricted Stock Units (RSU) Awards (1) | | | | | | | | PBRSUs | | TBRSUs | | Total | | | Name | Target Grant Date Fair Value of Shares | Target Number of Shares Granted | Grant Date Fair Value of Shares | Number of Shares Granted | Total Grant Date Fair Value | Total Number of Target Shares Granted | | Thomas F. Lesinski | $3,327,332 | 1,033,334 | $3,957,669 | 1,033,333 | $7,285,001 | 2,066,667 | | Ronnie Y. Ng | $1,663,668 | 516,667 | $1,978,835 | 516,667 | $3,642,502 | 1,033,334 | | Maria V. Woods | $831,837 | 258,334 | $989,419 | 258,334 | $1,978,838 | 516,668 | | Scott D. Felenstein | $831,835 | 258,333 | $989,419 | 258,334 | $1,978,835 | 516,667 |

  28. Changes for 2025 Long-Term Incentives

    Changes for 2025 Long-Term Incentives Our 2025 long-term incentive awards for our NEOs will be granted in consideration of market data and consist of 50% TBRSUs and 50% PBRSUs vesting over 3 years, with PBRSU payouts tied to pre-established cumulative 3-year financial-based goals. These changes were made to align with historical practices, competitive market practice and drive our executives toward long-term performance. Specific details regarding the cumulative 3-year financial-based goals are provided to executives, but are not disclosed publicly before the end of the performance period because they are commercially sensitive, and we believe their disclosure would result in competitive harm to the Company. The financial-based goals will be set at levels sufficiently challenging to properly incentivize our NEOs.

  29. Stockholder Say-on-Pay Vote

    Stockholder Say-on-Pay Vote In establishing and recommending 2024 compensation for the Company’s NEOs, our Compensation and Leadership Committee considered the results of the say-on-pay vote at the 2024 Annual Meeting of Stockholders. At that meeting, our stockholders approved our executive compensation for the 2024 fiscal year with 87.1% voting for, on an advisory basis, the approval of 2023 executive compensation program. Our Board of Directors recognizes that executive compensation is an important matter of stockholder concern and takes stockholder views into account through the say-on-pay vote when reviewing the compensation program throughout the year. Our Compensation and Leadership Committee considered the positive results of the say-on-pay vote as shareholder confirmation of our executive compensation program. As such, we did not make any changes in our executive compensation program due to the shareholder vote. Other Compensation. Our employees, including our NEOs, participate in various employee benefits. These benefits include the following: medical and dental insurance; flexible spending accounts for healthcare; life, accidental death and dismemberment and disability insurance; employee assistance programs (confidential counseling); a 401(k) plan and paid time off. None of our NEOs participate in or have account balances in qualified or non-qualified defined benefit plans sponsored by us or in non-qualified defined contribution plans or other deferred compensation plans maintained by us. Our Compensation and Leadership Committee may elect to provide our officers and other employees with non-qualified defined contribution or deferred compensation benefits if our Compensation and Leadership Committee determines that doing so is in our best interests. Potential Payments upon Termination or Change in Control. Upon certain types of terminations of employment, payments may be made to our executive officers in accordance with their respective employment agreements. These events and potential amounts are further described below under the heading “Potential Payments Upon Termination or Change in Control.” Performance Measures Used in Incentive Plans for Fiscal 2024. When setting performance goals under the Company’s incentive plans, our Compensation and Leadership Committee considers the Company’s past performance, business outlook and other corporate financial measures. Target performance levels are intended to be challenging but achievable. Goals above target are stretch goals and will require an increasingly challenging level of performance in order to be achieved. Presented below are definitions of performance measures used in our incentive plans. Our Compensation and Leadership Committee may apply pre-determined adjustments to the definitions of the financial performance criteria under the plans.

  30. Equity Award Grant Practices

    Equity Award Grant Practices The Compensation Committee approves all equity award grants to our NEOs on or before the grant date of the award. The Compensation Committee’s historic practice is to review executive compensation annually and make awards as a part of a review of each executive’s overall compensation review. This process typically occurs in our first fiscal quarter, except when a contract renewal or contractual requirement occurs at a different time. The Compensation Committee does not have a practice of granting equity awards in anticipation of the release of material, nonpublic information or time the release of material, nonpublic information based on equity award grant date, vesting date, or known stock sale or option exercise date, and, in any event, the Compensation Committee does not coordinate the release of material non-public information with the grants of equity awards in a manner that would intentionally benefit our NEOs or otherwise for the purpose of affecting the value of executive compensation. During the 2024 fiscal year, our NEOs received only PBRSUs and TBRSUs and no stock options were granted.

  31. FISCAL 2024 SUMMARY COMPENSATION TABLE

    FISCAL 2024 SUMMARY COMPENSATION TABLE The following table shows the amount of compensation earned by our NEOs during the years indicated. For additional information regarding the material terms of each NEOs’ employment agreement, see “Employment Agreements” and “Potential Payments Upon Termination or Change in Control” below.

  32. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Stock Awards (1) | Option Awards | Non-Equity Incentive Plan Compensation (2) | All Other Compensation (3) | Total | | Thomas F. Lesinski | 2024 | $925,000 | $7,510,860 | $— | $1,136,825 | $120,462 | $9,693,147 | | Chief Executive Officer | 2023 | $925,000 | $852,320 | $34,648 | $925,000 | $1,857,158 | $4,594,126 | | Ronnie Y. Ng | 2024 | $560,577 | $3,642,502 | $— | $527,126 | $65,690 | $4,795,895 | | Chief Financial Officer | 2023 | $550,000 | $6,317 | $— | $412,500 | $964,411 | $1,933,228 | | Maria V. Woods (4) | 2024 | $425,000 | $1,821,256 | $— | $391,744 | $37,592 | $2,675,592 | | Executive Vice President and General Counsel | | | | | | | | | Scott D. Felenstein | 2024 | $363,075 | $1,821,254 | $— | $— | $390,493 | $2,574,822 | | President | 2023 | $669,500 | $12,490 | $— | $569,075 | $754,331 | $2,005,396 |

  33. FISCAL 2024 SUMMARY COMPENSATION TABLE

    (1) The amounts represent the aggregate grant date fair value of the target level of stock awards computed in accordance with ASC Topic 718. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of these awards, refer to Note 11—Share-based Compensation within the notes to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 26, 2024, filed on March 6, 2025. Certain of the stock awards granted in 2022, 2023 and 2024 are scheduled to vest based upon the achievement of performance conditions relating to “Unlevered Free Cash Flow per Share” for the grants in 2022 and 2023 at the end of a three-year measuring period, respectively. For the grants in 2024, there are three consecutive one-year measurement periods. Unlevered Free Cash Flow per Share is a non-GAAP measure used by management to measure the Company’s operating cash flow in determining whether PBRSU targets have been achieved. When there is a stock award with no performance metric set for portions of the award on the grant date, the portion is considered granted upon approval of the performance metric. As the 2024 performance metric for the portion of the 2022 and 2023 PBRSU awards for Mr. Lesinski were set in February 2024, the amount presented in 2024 includes those portions of those awards. Certain of the stock awards granted in 2024 are scheduled to vest upon the achievement of market conditions relating to TSV at any point in time during a three-year measurement period. TSV is a non-GAAP market-based metric related to the Company’s share price, and used by management in determining whether the PBRSU targets have been achieved. The amounts for these awards are presented based on 100.0% of the fair market value on the date of grant. Actual results could materially differ from this estimate. The maximum amounts payable for awards granted during fiscal 2024 assuming the highest level of performance cannot exceed the total amount granted. (2) The amounts represent the amounts earned for the Annual Cash Incentive for 2024, which were paid on February 27, 2025. (3) The following table provides details about each component of the “All Other Compensation” column from the Fiscal 2024 Summary Compensation Table above for fiscal 2024.

  34. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | Name | Year | 401(k) Employer Contribution | Term Life Insurance (a) | Disability Insurance (b) | Misc. (c) | Accrued Vacation Payout (d) | Severance (e) | Total All Other Compensation | | Thomas F. Lesinski | 2024 | $1,281 | $9,847 | $720 | $1,884 | $106,730 | $— | $120,462 | | Ronnie Y. Ng | 2024 | $— | $848 | $720 | $660 | $63,462 | $— | $65,690 | | Maria V. Woods | 2024 | $1,150 | $1,786 | $720 | $974 | $32,962 | $— | $37,592 | | Scott D. Felenstein | 2024 | $— | $1,475 | $360 | $1,765 | $77,250 | $309,644 | $390,493 |

  35. FISCAL 2024 SUMMARY COMPENSATION TABLE

    (a) Represents imputed income for term life insurance coverage. Represents imputed income for long-term and short-term disability insurance coverage. Represents taxable fringe benefits, accrued vacation payout and allowances for Mr. Lesinski, Mr. Ng, Mr. Felenstein and Ms. Woods. Amounts represent the payout of accrued vacation balances upon adoption of a new vacation policy for senior management. (e) Amounts in this column represent payments made pursuant to Mr. Felenstein's Separation Agreement during 2024. (4) Ms. Woods was not subject to disclosure requirements for fiscal 2023.

  36. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    FISCAL 2024 GRANTS OF PLAN-BASED AWARDS The following table shows the awards granted to our NEOs for our 2024 fiscal year.

  37. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    | | Grant | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#) (2) | | | All Other Stock Awards: Number of Shares of Stock | All Other Option Awards: Number of Securities Under-lying Options | Exercise of Base Price of Option | Grant Date Fair Value of Stock and Option | | Name | Date | Threshold | Target | Maximum | Threshold | Target | Maximum | (#) | (#) | Awards | Awards (3) | | Thomas F. | N/A | $462,500 | $925,000 | $1,850,000 | — | — | — | — | — | — | $— | | Lesinski | 2/9/2024 | $— | $— | $— | 3,956 | 7,911 | 7,911 | — | — | — | $31,011 | | | 2/9/2024 | $— | $— | $— | 24,853 | 49,706 | 49,706 | — | — | — | $194,848 | | | 2/9/2024 | $— | $— | $— | 516,667 | 1,033,333 | 1,033,333 | — | — | — | $3,327,332 | | | 2/9/2024 | $— | $— | $— | — | — | — | 1,033,334 | — | — | $3,957,669 | | Ronnie Y. | N/A | $213,860 | $427,720 | $855,440 | — | — | — | — | — | — | $— | | Ng | 2/9/2024 | $— | $— | $— | 258,334 | 516,667 | 516,667 | — | — | — | $1,663,668 | | | 2/9/2024 | | | | — | — | — | 516,667 | — | — | $1,978,835 | | Maria V. | N/A | $159,375 | $318,750 | $637,500 | — | — | — | — | — | — | $— | | Woods | 2/9/2024 | $— | $— | $— | 129,167 | 258,334 | 258,334 | — | — | — | $831,837 | | | 2/9/2024 | $— | $— | $— | — | — | — | 258,334 | — | — | $989,419 | | Scott D. | N/A | $159,375 | $318,750 | $637,500 | — | — | — | — | — | — | $— | | Felenstein | 2/9/2024 | $— | $— | $— | 129,167 | 258,333 | 258,333 | — | — | — | $831,835 | | | 2/9/2024 | $— | $— | $— | — | — | — | 258,334 | — | — | $989,419 |

  38. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    (1) Amounts represent potential cash bonus amounts if targets are achieved for 2024 performance for each NEO. See “Non-Equity Incentive Plan Compensation” in our Summary Compensation Table for amounts paid. (2) Represents PBRSU grants made in 2022, 2023 and 2024 under the Equity Incentive Plan. As the 2024 performance metric for the portion of the 2022 and 2023 PBRSU awards for Mr. Lesinski were set on March 8, 2024, the amount presented includes only those incremental portions of the awards related to the aforementioned metrics. The restricted stock unit awards provide that the award will accrue dividends payable subject to vesting, if applicable. For additional information regarding equity awards see “Long-Term Incentives” in the CD&A and “Equity Incentive Plan Information.” (3) Grant date fair value of stock awards was calculated in accordance with FASB ASC Topic 718. Some of the 2024 restricted stock awards are scheduled to vest based upon adjusted achievement of predetermined targets and are presented in the table based on target amounts. Refer to footnote (1) of our Summary Compensation Table for the maximum value of shares that could be earned.

  39. OUTSTANDING EQUITY AWARDS AT DECEMBER 26, 2024

    OUTSTANDING EQUITY AWARDS AT DECEMBER 26, 2024

  40. OUTSTANDING EQUITY AWARDS AT DECEMBER 26, 2024

    | | 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 (1) | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested (2) | Equity Incentive Plan Award: Number of Unearned Shares That Have Not Vested (#) | Equity Incentive Plan Award: Market or Payout Value of Unearned Shares That Have Not Vested (2) | | Thomas F. | 65,019 | — | $80.00 | 8/2/2029 | — | $— | — | $— | | Lesinski | 50,060 | — | $27.10 | 7/29/2030 | — | $— | — | $— | | | 21,988 | — | $30.90 | 8/4/2031 | — | $— | — | $— | | | 24,729 | 12,364(3) | $15.80 | 8/1/2032 | 7,911(5) | $53,320 | 23,734(8) | $159,967 | | | 16,667 | 8,333(3) | $35.00 | 8/1/2032 | — | $— | — | $— | | | 8,334 | 16,666(4) | $35.00 | 7/31/2033 | 149,120(6) | $1,005,069 | 74,560(9) | $502,534 | | | — | — | $— | — | 723,334(7) | $4,875,271 | 1,033,333(10) | $6,964,664 | | Ronnie Y. Ng | 10,609 | — | $38.00 | 9/27/2031 | — | $— | — | $— | | | — | — | $— | — | 361,667(7) | $2,437,636 | 516,667(10) | $3,482,336 | | Maria V. Woods | — | — | $— | — | 180,834(7) | $1,218,821 | 258,334(10) | $1,741,171 | | Scott D. Felenstein | — | — | $— | — | — | $— | 86,197(10) | $580,968 |

  41. OUTSTANDING EQUITY AWARDS AT DECEMBER 26, 2024

    Options generally expire 90 days from the term date if the NEO terminates employment. In the event of termination without cause, Mr. Lesinski’s options expire 180 days from the term date. (2) Amounts are based on the closing stock price, $6.74 per share, on December 26, 2024 based on the target level of performance. The amounts for these awards are presented based on 100.0% of the fair market value on the date of grant. When there is a stock award, but no performance metric set for portions of the award, the portion is not considered granted until approval of the performance metric. (3) The stock options vest 33.33% per year commencing on August 1, 2022, subject to continuous service. (4) The stock options vest 33.33% per year commencing on July 31, 2023, subject to continuous service. (5) The restricted stock units vests 33.33% per year commencing on August 1, 2022, subject to continuous service. (6) The restricted stock units vests 33.33% per year commencing on July 31, 2023, subject to continuous service. (7) The restricted stock units vests 30% at the end of 2024, 7.5% at the end of each quarter in 2025 and 10% at the end of each quarter in 2026. (8) The restricted stock unit awards are scheduled to vest based on achievement of the actual cumulative “Free Cash Flow” target for 2022 and 2023 and "Unlevered Free Cash Flow per Share" target for 2024 at the end of the three-year measuring period. These figures assume 100% vesting of PBRSUs prior to any modification. (9) The restricted stock unit awards are scheduled to vest based on achievement of the actual cumulative “Free Cash Flow” target for 2023 and "Unlevered Free Cash Flow per Share" target for 2024 and 2025 at the end of the three-year measuring period. These figures assume 100% vesting of PBRSUs prior to any modification. (10) The restricted stock units awards are scheduled to vest as follows: • One half of the shares are the 2024 Market-based PBRSUs, as defined with "Compensation, Discussion & Analysis", and are scheduled to vest based on achievement of the actual TSV target at any point before December 31, 2026.These figures assume 100% vesting of PBRSUs prior to any modification. One half of the shares are the 2024 Financial-based PBRSUs, as defined with "Compensation, Discussion & Analysis", and are scheduled to vest based on achievement of the actual "Unlevered Free Cash per Share" target for 2024, 2025 and 2026. Each of the three annual tranches vest five days after the Form 10K for the respective year has been filed. These figures assume 100% vesting of PBRSUs prior to any modification. See “Long-Term Incentives” in the CD&A for additional information.

  42. STOCK VESTED DURING FISCAL 2024

    STOCK VESTED DURING FISCAL 2024 The following table shows information regarding the NEOs' vestings during fiscal 2024 of restricted stock unit awards. No options were exercised by any NEOs during fiscal 2024.

  43. STOCK VESTED DURING FISCAL 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting (1) | | Thomas F. Lesinski | 400,562 | $2,631,184 | | Ronnie Y. Ng | 168,015 | $1,100,452 | | Maria V. Woods | 89,794 | $577,919 | | Scott D. Felenstein | 101,094 | $620,290 |

  44. STOCK VESTED DURING FISCAL 2024

    (1) Amounts are based on the closing stock price on the vesting date.

  45. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following summaries set forth potential payments payable to our NEOs upon termination of their employment or a change in control of NCM, Inc. under their employment agreements, as amended, and under the Equity Incentive Plan. The following discussion is based on the assumption that the actual bonus amount would be the target amount reported as a non-equity incentive plan award in the Grants of Plan Based Awards table. Actual payments may be more or less than the amounts described below. In addition, the Company may enter into new arrangements or modify these arrangements, from time to time. Each employment agreement provides additional detail and definitions for the termination reasons, such as disability, cause and change in control, among others. The following table assumes the executive’s employment was terminated under each of these circumstances on December 26, 2024 and such payments and benefits have an estimated value of:

  46. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | Cash Severance (1) (2) | Medical Insurance (3) | Term Life Insurance (4) | Disability Insurance (4) | 401(k) Employer Contribution | Value of Accelerated Equity Awards (5) | Total | | Thomas F. Lesinski (a) | | | | | | | | | Without Cause or For Good Reason or Non-renewal by Company | $1,850,000 | $27,970 | $— | $— | $— | $4,130,029 | $6,007,999 | | Without Cause or For Good Reason in connection with a Change of Control** | $3,700,000 | $27,970 | $— | $— | $— | $16,259,394 | $19,987,364 | | Death | $— | $27,970 | $— | $— | $— | $4,130,029 | $4,157,999 | | Disability* | $462,500 | $27,970 | $9,847 | $720 | $— | $4,130,029 | $4,631,066 | | Ronnie Y. Ng (b) | | | | | | | | | Without Cause or For Good Reason or Non-renewal by Company | $1,080,000 | $25,593 | $— | $— | $— | $1,608,629 | $2,714,222 | | Without Cause or For Good Reason in connection with a Change of Control** | $1,080,000 | $25,593 | $— | $— | $— | $6,964,671 | $8,070,264 | | Death | $— | $25,593 | $— | $— | $— | $1,608,629 | $1,634,222 | | Disability* | $300,000 | $25,593 | $1,786 | $720 | $— | $1,608,629 | $1,936,728 | | Maria V. Woods (c) | | | | | | | | | Without Cause or For Good Reason or Non-renewal by Company | $743,750 | $7,358 | $— | $— | $— | $804,325 | $1,555,433 | | Without Cause or For Good Reason in connection with a Change of Control** | $743,750 | $7,358 | $— | $— | $— | $3,482,342 | $4,233,450 | | Death | $— | $— | $— | $— | $— | $804,325 | $804,325 | | Disability* | $— | $— | $— | $— | $— | $804,325 | $804,325 | | Scott D. Felenstein (d) | | | | | | | | | Without Cause or For Good Reason or Non-renewal by Company | $— | $— | $— | $— | $— | $— | $— | | Without Cause or For Good Reason in connection with a Change of Control** | $— | $— | $— | $— | $— | $— | $— | | Death | $— | $— | $— | $— | $— | $— | $— | | Disability* | $— | $— | $— | $— | $— | $— | $— |

  47. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    * Net of amounts offset by disability insurance payments ** A change of control is defined as 12 months following the change of control within the respective employee agreements and 3 months prior to or one year following a change of control within the respective equity agreements. If the employment of the NEO is terminated by NCM, Inc. for reasons other than disability, death or cause, or the executive resigns for good reason, as defined in the NEO's employment agreement, or the agreement is not renewed on substantially equal terms, the NEO will be entitled to severance for the period specified in the respective employment agreement. If the NEO’s employment terminates due to death, the NEO’s beneficiaries will receive the base salary paid through the end of the month of death. If Mr. Lesinski terminates his employment on account of his disability, in exchange for a release of claims against the Company, and if, and only if he is not eligible to receive benefits following the termination date under the Company’s long-term disability plan, he will be entitled to 50% of his base salary. If Mr. Ng or Ms. Woods terminates employment on account of his or her disability, in exchange for a release of claims against the Company, he or she will be entitled to 50% of his or her then base salary, offset by any disability benefits provided under a Company sponsored benefit arrangement. Mr. Lesinski's severance represents 100% of his base salary, plus 100% of his target bonus based on his salary in effect on December 26, 2024 paid over 12 months. In the event of termination in connection with a Change in Control, Mr. Lesinski’s severance payment represents 200% of his base salary, plus 200% of his target bonus based on his salary in effect on December 26, 2024 paid over 12 months. (b) Mr. Ng’s severance represents 100% of his base salary, plus 100% of his target bonus based on his salary in effect on December 26, 2024 paid over 12 months. (c) Ms. Woods’ severance represents 100% of her base salary, plus 100% of her target bonus based on her base salary in effect on December 26, 2024 paid over 12 months. (d) Mr. Felenstein would not receive anything due to his departure from the Company in June 2024. (2) If the employment of Mr. Lesinski, Mr. Ng or Ms. Woods is terminated by NCM, Inc. for any reason, the respective NEO is entitled to any annual, long-term or other incentive award that relates to a completed fiscal year or performance period, as applicable, and is payable (but not yet paid) on or before the date of termination or resignation. Mr. Felenstein would not receive anything due to his departure from the Company in June 2024. (3) If the employment of Mr. Lesinski, Mr. Ng or Ms. Woods is terminated by NCM, Inc. for reasons other than death or cause, or he resigns for good reason, as defined in the respective NEO's employment agreement, the applicable NEO is entitled to one year of continued coverage under the NCM, Inc. medical and health insurance plan pursuant to COBRA. The amount for Mr. Lesinski, Mr. Ng and Ms. Woods represents an amount equal to 100% of the premium costs for a 12-month period. Mr. Felenstein would not receive anything due to his departure from the Company in June 2024. (4) If the employment of Mr. Ng is terminated by NCM, Inc. on account of disability, he is entitled to receive an amount equal to the cost that would be incurred by the NEO in obtaining individual benefits equivalent to the NCM, Inc. employee benefit plan or program that the NEO was participating in on the effective date of the termination for a period of up to one year. Ms. Woods is not entitled to additional payments on account of termination due to death or disability. Mr. Felenstein would not receive anything due to his departure from the Company in June 2024. Under the Equity Incentive Plan, if within three months prior to or one year after the consummation of a change of control, as defined in the Equity Incentive Plan and each NEO’s employment agreement, the NEO’s employment is terminated by NCM, Inc., its affiliate or a successor in interest without cause or by the NEO for good reason, both as defined in the Equity Incentive Plan and each NEO’s employment agreement, then all outstanding options and stock appreciation rights shall become immediately exercisable and all other awards shall become vested and any restrictions will lapse. Pursuant to the restricted stock unit agreements, in the case of involuntary terminations without cause, death and disability, each NEO would retain a prorated amount of TBRSUs and PBRSUs equivalent to time employed during the vesting period. Pursuant to the 2024 restricted stock unit agreements, in the case of involuntary terminations without cause, death and disability, or for good reason, each NEO would be entitled to retain the target number of RSUs equal to the pro rata number of RSUs that are targeted to vest at the end of the tranche of the Financial-Based metrics, and in the case of termination for any other reason each NEO would retain a prorated amount of TBRSUs and PBRSUs equivalent to time employed during the vesting period. The retained shares would vest upon termination in the case of TBRSUs and upon the achievement of performance conditions in the case of PBRSUs. Amounts are based on the closing stock price, $6.74 per share, on December 26, 2024. Pursuant to the stock option agreements, in the case of involuntary terminations without cause, Mr. Ng’s vested stock options would expire after 90 days and Mr. Lesinski’s vested stock options would expire after 180 days. Vested stock options would expire after twelve months in the case of death or disability for either NEO. Mr. Lesinski’s and Mr. Ng’s unvested options would be forfeited on the termination date in the case of death or disability but will vest equal to the portion of the vesting period they served in their respective roles in the case of termination without cause. Mr. Felenstein would not receive anything due to his departure from the Company in June 2024.

  48. 2024 PAY VERSUS PERFORMANCE

    2024 PAY VERSUS PERFORMANCE In accordance with rules adopted by the SEC pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Company provides the following disclosure for its three most recent fiscal years. The Board and the Compensation and Leadership Committee did not consider the pay versus performance disclosure below in making their pay decisions for any of the years presented. See “Compensation Discussion and Analysis” for information about the decisions made by the Board and the Compensation and Leadership Committee with respect to NEO compensation for the years discussed.

  49. 2024 PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (1) | Average Summary Compensation Table for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (1) | Value of Initial Fixed $100 Investment Based on: Total Shareholder Return | Net Income (Loss) (in $ millions) | | 2024 | $9,693,147 | $11,157,560 | $3,348,770 | $2,840,412 | $24.0 | $(22.4) | | 2023 | $4,594,126 | $4,901,525 | $1,969,312 | $2,004,290 | $15.4 | $705.2 | | 2022 | $2,571,657 | $706,104 | $1,391,152 | $773,300 | $12.5 | $(28.8) |

  50. 2024 PAY VERSUS PERFORMANCE

    (1) The below adjustments were made to determine compensation actually paid to the PEO and Non-PEO NEOs from the total on the Summary Compensation Table.

  51. 2024 PAY VERSUS PERFORMANCE

    | | 2024 | | 2023 | | 2022 | | | Adjustments | PEO | Average non- PEO NEOs | PEO | Average non- PEO NEOs | PEO | Average non- PEO NEOs | | Deduction for amounts reported under “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for applicable FY | $(7,510,860) | $(2,428,337) | $(886,968) | $(9,404) | $(928,770) | $(417,432) | | Increased based on ASC 718 fair value of awards granted during the applicable FY that remain outstanding and unvested as of applicable FY end, determined as of applicable FY end | $6,256,863 | $1,322,347 | $1,107,841 | $16,924 | $56,962 | $43,343 | | Increase/deduction for awards granted during the prior FY that vested during applicable FY, determined based on change in ASC 718 fair value from prior FY end to vesting date | $2,089,400 | $598,300 | $— | $— | $— | $— | | Increase/deduction for awards granted during prior FY that were outstanding and unvested as of applicable FY end, determined based on change in ASC 718 fair value from prior FY end to applicable FY end | $478,453 | $— | $61,103 | $27,956 | $(737,408) | $(221,469) | | Increase/deduction for awards granted during the prior FY that vested during applicable FY, determined based on change in ASC 718 fair value from prior FY end to vesting date | $150,556 | $(667) | $25,423 | $1,482 | $(195,045) | $(1,850) | | Deduction of ASC 718 fair value of awards granted during prior FY that were forfeited during applicable FY, determined as of prior FY end | $— | $— | $— | $(1,980) | $(61,292) | $(20,444) | | Total Adjustments | $1,464,413 | $(508,357) | $307,399 | $34,978 | $(1,865,553) | $(617,852) |

  52. 2024 PAY VERSUS PERFORMANCE

    In 2024, the Non-PEO NEOs consisted of Mr. Felenstein, Mr. Ng and Ms. Woods. In 2023 and 2022, the Non-PEO NEOs consisted of Messrs. Felenstein and Ng. The Compensation Actually Paid to the PEO increased 127.6% and the Average Compensation Actually Paid to Non-PEO NEOs increased 41.7%, respectively from 2023 to 2024. The increase in Compensation Actually Paid to the PEO is primarily driven by the increase in stock based compensation following the grant of a management equity incentive plan at the beginning of 2024, as well as an increase in the stock price year over year, as reflected in the TSR increase of 56.0%. Net Loss increased year over year by 103.2% from 2023 to 2024, primarily due to one-time gains in 2023 related to the Chapter 11 Case recognized. The increase in Average Compensation Actually Paid to Non-PEO NEOs was also primarily driven by the increase in stock based compensation following the grant of a management equity incentive plan at the beginning of 2024 as well as an increase in the stock price year over year. The increase in Average Compensation Actually Paid to Non-PEO NEOs is less than the increase in Average Compensation Actually Paid to the PEO due to forfeitures of 2024 stock awards upon the departure of one Non-PEO NEO during the year. From 2022 to 2023, Compensation Actually Paid to the PEO increased 594.2% and the Average Compensation Actually Paid to Non-PEO NEOs increased 159.2%, respectively. The increase in Compensation Actually Paid to the PEO is primarily driven by the one-time payments related to a retention program implemented during the Chapter 11 Proceeding to retain key members of the Company’s executive management and an increase in the stock price year over year, as reflected in the TSR increase of 23.4% and Net Income increased year over year by 2548.6% from 2022 to 2023. The increase in Average Compensation Actually Paid to Non-PEO NEOs was primarily driven by the one-time payments related to a retention program implemented during the Chapter 11 Proceeding to retain key members of the Company’s executive management. Our compensation program is grounded in a pay-for-performance philosophy and designed with equity and cash incentive as a significant component of compensation. A key purpose of executive compensation is to attract, retain, motivate and reward talented executives.

  53. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION

  54. FISCAL 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    FISCAL 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

  55. FISCAL 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | All Other Compensation | Total | | Bernadette Aulestia (3) | $60,000(4) | $160,000 | $— | $220,000 | | Nicholas Bell | $20,000(4) | $200,000 | $— | $220,000 | | David Glazek | $73,118(5) | $160,000 | $— | $233,118 | | Juliana F. Hill | $70,000(4) | $160,000 | $— | $230,000 | | Nathan Lane | $5,069(6) | $69,780 | $— | $74,849 | | Jean-Philippe Maheu (3) | $55,000(4) | $160,000 | $— | $215,000 | | Joseph Marchese | $15,000 | $200,000 | $— | $215,000 | | Lauren Zalaznick (3) | $106,813(7) | $200,000 | $— | $306,813 |

  56. FISCAL 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    The following table provides details about each component of the “Fees Earned or Paid in Cash” column from the Fiscal 2024 Director Compensation Table above. All of the Fees Earned or Paid in Cash shown above reflect the prorated amounts paid for any amounts paid following any changes in positions.

  57. FISCAL 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Annual Retainer | Committee Chair Retainer | Committee Member Retainer | Total | | Bernadette Aulestia (4) | $40,000 | $20,000 | $— | $60,000 | | Nicholas Bell (4) | $10,000 | $— | $10,000 | $20,000 | | David Glazek (5) | $40,000 | $13,146 | $19,973 | $73,118 | | Juliana F. Hill (4) | $40,000 | $30,000 | $— | $70,000 | | Nathan Lane (6) | $— | $— | $5,069 | $5,069 | | Jean-Philippe Maheu (4) | $40,000 | $— | $15,000 | $55,000 | | Joseph Marchese | $— | $— | $15,000 | $15,000 | | Lauren Zalaznick (7) | $— | $106,813 | $— | $106,813 |

  58. FISCAL 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    (2) The amounts represent the aggregate grant date fair value of the restricted stock unit awards as computed under ASC 718 and do not represent cash payments made to the individuals or amounts realized. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of these awards, please see Note 11 to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 26, 2024, filed on March 6, 2025. (3) Ms. Aulestia, Mr. Maheu and Ms. Zalaznick will serve until the 2025 Annual Stockholder's Meeting. (4) Ms. Aulestia, Mr. Bell, Ms. Hill and Mr. Maheu elected to receive 20% of their respective quarterly stock grants in cash. (5) Mr. Glazek's compensation was prorated for his time served in each position. Mr. Glazek served on the Audit Committee until August 26, 2024 and as Chair of the Compensation and Leadership Committee since May 1, 2024. Mr. Glazek elected to receive 20% of his quarterly stock grants in cash. (6) Mr. Lane’s compensation was prorated for his time served in each position, as he has served on the Board since May 22, 2024 and on the Audit Committee since August 26, 2024. (7) Ms. Zalaznick’s compensation includes her retainer as Chair of the Board for fiscal year 2024 and for her prorated time served as Chair of the Compensation and Leadership Committee, which was through May 1, 2024. The awards are also subject to the terms and provisions of the Equity Incentive Plan. The following table provides details about the “Stock Awards” column from the Fiscal 2024 Director Compensation Table above and outstanding stock awards at December 26, 2024.

  59. FISCAL 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    | | Fiscal 2024 Grants | | | Outstanding Equity Awards at December 26, 2024 | | | Name | Grant Date | Number of RSUs | Grant Date Fair Value of Stock Awards | Number of RSUs That Have Not Vested | Market Value of Shares of Stock That Have Not Vested (1) | | Bernadette Aulestia | N/A | N/A | N/A(2) | 28,450 | $191,753 | | Nicholas Bell | N/A | N/A | N/A(2) | 28,450 | $191,753 | | David Glazek | N/A | N/A | N/A(2) | 28,450 | $191,753 | | Juliana F. Hill | N/A | N/A | N/A(2) | 28,450 | $191,753 | | Jean-Philippe Maheu | N/A | N/A | N/A(2) | 28,450 | $191,753 | | Joseph Marchese | N/A | N/A | N/A(2) | 28,450 | $191,753 | | Lauren Zalaznick | N/A | N/A | N/A(2) | 28,450 | $191,753 | | Bernadette Aulestia | 3/26/2024 | 8,502 | $40,000(3) | — | $— | | Nicholas Bell | 3/26/2024 | 10,627 | $50,000(3) | — | $— | | David Glazek | 3/26/2024 | 8,502 | $40,000(3) | — | $— | | Juliana F. Hill | 3/26/2024 | 8,502 | $40,000(3) | — | $— | | Jean-Philippe Maheu | 3/26/2024 | 8,502 | $40,000(3) | — | $— | | Joseph Marchese | 3/26/2024 | 10,627 | $50,000(3) | — | $— | | Lauren Zalaznick | 3/26/2024 | 10,627 | $50,000(3) | — | $— | | Bernadette Aulestia | 5/14/2024 | 8,774 | $40,000(3) | — | $— | | Nicholas Bell | 5/14/2024 | 10,968 | $50,000(3) | — | $— | | David Glazek | 5/14/2024 | 8,774 | $40,000(3) | — | $— | | Juliana F. Hill | 5/14/2024 | 8,774 | $40,000(3) | — | $— | | Jean-Philippe Maheu | 5/14/2024 | 8,774 | $40,000(3) | — | $— | | Joseph Marchese | 5/14/2024 | 10,968 | $50,000(3) | — | $— | | Lauren Zalaznick | 5/14/2024 | 10,968 | $50,000(3) | — | $— | | Bernadette Aulestia | 8/13/2024 | 6,769 | $40,000(3) | — | $— | | Nicholas Bell | 8/13/2024 | 8,461 | $50,000(3) | — | $— | | David Glazek | 8/13/2024 | 6,769 | $40,000(3) | — | $— | | Juliana F. Hill | 8/13/2024 | 6,769 | $40,000(3) | — | $— | | Nathan Lane (4) | 8/13/2024 | 3,347 | $19,780(3) | — | $— | | Jean-Philippe Maheu | 8/13/2024 | 6,769 | $40,000(3) | — | $— | | Joseph Marchese | 8/13/2024 | 8,461 | $50,000(3) | — | $— | | Lauren Zalaznick | 8/13/2024 | 8,461 | $50,000(3) | — | $— | | Bernadette Aulestia | 11/13/2024 | 5,820 | $40,000(5) | 5,820 | $39,227 | | Nicholas Bell | 11/13/2024 | 7,275 | $50,000(5) | 7,275 | $49,034 | | David Glazek | 11/13/2024 | 5,820 | $40,000(5) | 5,820 | $39,227 | | Juliana F. Hill | 11/13/2024 | 5,820 | $40,000(5) | 5,820 | $39,227 | | Nathan Lane | 11/13/2024 | 7,275 | $50,000(5) | 7,275 | $49,034 | | Jean-Philippe Maheu | 11/13/2024 | 5,820 | $40,000(5) | 5,820 | $39,227 | | Joseph Marchese | 11/13/2024 | 7,275 | $50,000(5) | 7,275 | $49,034 | | Lauren Zalaznick | 11/13/2024 | 7,275 | $50,000(5) | 7,275 | $49,034 |

  60. FISCAL 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    Amounts are based on the closing stock price, $6.74 per share, on December 26, 2024. (2) This award was granted on August 18, 2023 and will vest on August 18, 2027. Sales of shares of common stock issued pursuant to this award are subject to transfer restrictions until six months after their departure from the Company. (3) This award vested immediately on the grant date. The value of the shares represents the retainer for the preceding quarter. The number of shares was determined by utilizing the weighted average closing price of the five days before and five days after the respective quarterly earnings release. (4) Mr. Lane’s grant was prorated for his time served on the Board of Directors, as he was appointed to the Board on May 22, 2024. This award will vest on the date of the 2025 Annual Stockholders Meeting. The value of the shares represents the quarterly retainer for the third quarter of 2024. The number of shares was determined by utilizing the weighted average closing price of the five days before and five days after the respective quarterly earnings release.