DEF 14A of Cinemark Holdings, Inc., Apr 2, 2025

DEF 14A of Cinemark Holdings, Inc.

Filed Apr 2, 2025 · FY20240000950170-25-049327

Open on EDGAR

  1. Item 1: Election of Class III Directors

    Item 1: Election of Class III Directors Our Board is comprised of 11 members, the majority of whom are independent. Board size is determined exclusively by the Board as provided in our Certificate of Incorporation. Our Board consists of three classes of directors, designated as Class I, Class II and Class III. The members of each class are elected to serve a three-year term, with the term of each class ending in successive years. The term of the current Class III directors, Messrs. Chereskin, Mitchell, Syufy and Gamble, expire at the Annual Meeting. All nominees have been recommended by the Nominating and Corporate Governance Committee (“Governance Committee”) and nominated by the Board for re-election at the Annual Meeting. Messrs. Chereskin, Mitchell, Syufy and Gamble have consented to be nominated for re-election to the Board as a Class III director. If elected, they will serve on the Board for a three-year term expiring on the date of our 2028 annual meeting of stockholders. At this time, we have no reason to believe that any nominee will be unable or unwilling to serve if elected. However, should any of them become unable or unwilling to serve before the Annual Meeting, your proxy card authorizes us to vote for a replacement nominee if the Board names one.

  2. Item 1: Election of Class III Directors

    | | The Board recommends a vote FOR each director nominee. |

  3. BOARD COMPOSITION

    BOARD COMPOSITION

  4. Director Skills and Qualifications

    Director Skills and Qualifications The nominees and continuing members of the Board possess a deep understanding of our industry and the Company, which allows them to provide the strategic stability and continuity necessary to guide the Company to achieve sustainable growth and reach its long-term goals. The mix of tenure among our Board members enhances the Company's performance and resilience by providing diverse perspectives and balanced governance. Recent examples of the Board's leadership strengths are the Company's ability to successfully navigate the challenges of both the COVID-19 pandemic and the 2023 Hollywood strikes. Our nominees and directors also possess broad-based business knowledge, outstanding achievement in their professional careers, a commitment to ethical values, executive leadership experience and meet the Company’s articulated director qualifications, including independence, accountability, integrity, sound judgment and diversity of background. In addition, our nominees and directors have demonstrated experience and expertise across a number of substantive areas relevant to the Company, such as theater and retail operations; e-commerce; strategic planning; real estate; risk management; legal, compliance and regulatory matters; mergers and acquisitions; and finance. Our Board reflects a diversity of experience in varying substantive areas relevant to our operations and industry, as well as background, gender, race and age. The following summarizes certain aspects of the Board’s current composition:

  5. Director Skills and Qualifications

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  6. Director Skills and Qualifications

    The following matrix provides information regarding the members of our Board, including certain types of skills, experience and attributes that our Board believes are relevant to our business. The matrix does not encompass all of the skills or experience of our directors. DIRECTOR QUALIFICATIONS AND EXPERIENCE

  7. Director Skills and Qualifications

    | | Benjamin Chereskin | Kevin Mitchell | Raymond Syufy | Sean Gamble | Nancy Loewe | Steven Rosenberg | Enrique Senior | Nina Vaca | Darcy Antonellis | Carlos Sepulveda | Mark Zoradi | | Accounting and Oversight | | | | ✓ | ✓ | ✓ | | | ✓ | ✓ | | | CEO Experience | | ✓ | ✓ | ✓ | | | | ✓ | ✓ | ✓ | ✓ | | Corporate Governance | ✓ | | | | ✓ | ✓ | | ✓ | ✓ | ✓ | | | Executive Experience (Non CEO) | ✓ | | | | ✓ | ✓ | ✓ | | | | | | Financial Literacy | ✓ | | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Financial Management/ Corporate Finance | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Human Capital Management | | ✓ | ✓ | ✓ | | | | ✓ | ✓ | | ✓ | | Industry Experience | | ✓ | ✓ | ✓ | | | ✓ | | ✓ | | ✓ | | Information Technology and Cybersecurity | ✓ | | | | ✓ | ✓ | | ✓ | ✓ | | | | Mergers and Acquisitions | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | | | | | Other Public Company Board Service | ✓ | | | | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Risk Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Strategic Vision and Planning | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |

  8. Director Skills and Qualifications

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  9. class iii director nominees

    class iii director nominees

  10. Standing for Election

    Standing for Election

  11. Standing for Election

    | Benjamin Chereskin | | | | Committee Membership: • Compensation • Strategic Planning Director Since: 2004 Age: 66 Previous Board Experience: Boulder Brands, Inc. (NASDAQ: BDBD) (2013-2016) CDW Corporation (NASDAQ: CDW (2008-2020) Education: MBA, Harvard Business School BA, Harvard College Nominee of: Board | Key Qualifications Mr. Chereskin has consistently provided strategic leadership on key investment considerations and has been instrumental in guiding the Company's capital allocation priorities through variable economic cycles and industry challenges. His extensive experience in strategic growth, coupled with his substantial industry knowledge gained over years of service on our Board, has allowed him to provide the guidance and oversight necessary for the Company to achieve both its short-term and long-term goals. Professional Highlights Profile Capital Management LLC - an investment management firm • President (2009-present) • Founder (2009) Madison Dearborn Partners, LLC - a private equity firm • Managing Director (1993-2009) • Co-Founder (1993) | Select Skills Financial Oversight - Mr. Chereskin possesses extensive expertise in financial stewardship, demonstrated through his ability to navigate complex financial landscapes and ensure the Company's fiscal health. His deep understanding of capital allocation, strategic growth and risk management has been instrumental in guiding the Company through various economic cycles. Additionally, his experience in mergers and acquisitions, as well as strategic, intrinsic growth from his decades-long management of a variety of private equity portfolio companies, has provided invaluable insights that contribute to the Company's long-term financial stability and success. Executive Leadership - As the founder and leader of two successful firms, Mr. Chereskin brings extensive leadership experience to the Company. His deep understanding of executive compensation and succession planning gained through years of hands-on experience, provides critical perspectives that have helped guide the Company. His proven track record in building and managing successful organizations underscores his ability to offer executive leadership necessary for the Company’s continued growth and success. |

  12. Standing for Election

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  13. Standing for Election

    | Kevin Mitchell | | | | Committee Membership: • Strategic Planning Director Since: 2023 Age: 56 Education: BA, University of Texas at Austin Nominee: Mr. Mitchell is a nominee of Mitchell Investors and the son of Cinemark's founder, Lee Roy Mitchell. | Key Qualifications Mr. Mitchell brings industry insight and leadership to our Board, having founded and managed his own motion picture exhibition company and a film distribution company. Early in Mr. Mitchell's career, he worked for Cinemark Theatres, in various operations, film licensing and real estate roles. Mr. Mitchell's extensive industry knowledge is further enhanced by his service as an advisory board member for the National Association of Theatre Owners. Mr. Mitchell has also served on the Board of Will Rogers Motion Picture Pioneers Foundation, Variety the Children’s Charity of Texas and Chuck Norris’ Kickstart Kids. Professional Highlights ShowBiz Direct Distribution - a motion picture distribution company • Managing Member (2023-Present) ShowBiz Cinemas - a motion picture theatrical exhibition company • Managing Member (2007-2021) | Select Skills CEO Experience - Mr. Mitchell's CEO experience provides him with the strategic vision and leadership, operational efficiency and adaptability and problem-solving skills needed to guide our Company. As a CEO for almost two decades, he brings unique insights and perspectives on executive leadership and human capital management. Industry Experience - Mr. Mitchell's experience leading a motion picture exhibition company for almost two decades and his recent experience leading a film distribution company, along with his previous roles at Cinemark, give him direct industry knowledge and experience to guide our Company in areas such as operations and real estate. In addition, Mr. Mitchell's experience and relationships with motion picture studios enhances Cinemark's strategic partnerships. |

  14. Standing for Election

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  15. Standing for Election

    | Raymond Syufy | | | | Committee Membership: • Strategic Planning Director Since: 2006 Age: 62 Education: MBA, University of San Francisco BA, St. Mary's College of California Nominee of: Board | Key Qualifications Mr. Syufy is an experienced executive with a rich history in the motion picture exhibition industry. Mr. Syufy joined the Board when Cinemark acquired Century Theatres in 2006. He began his work in the motion picture exhibition industry in 1977 for Century. After working in all aspects of Century operations and management, he rose to the CEO and board chair positions. His knowledge of the industry as a whole and of Cinemark, allows him to guide the strategic direction and governance of our company. Professional Highlights Syufy Enterprises, Inc. – A retail and real estate holding company with operations in California, Nevada, Arizona, Colorado, and Texas. • CEO (2006-Present) Century Theatres - a movie exhibition company, acquired by Cinemark is 2006 • CEO and Chairman of the Board of Directors (2006) • President (1991-1995) | Select Skills CEO Experience - By currently serving as the CEO of a retail and real estate holding company, as well has previously leading Century Theatres, Mr. Syufy is uniquely qualified to understand the opportunities and challenges facing Cinemark and to provide industry-specific guidance to Cinemark's leadership team. Industry Experience - Mr. Syufy possesses extensive knowledge of the motion picture exhibition industry, having worked in every aspect of the business for thirty years. Mr. Syufy brings to the Board valuable expertise and guidance, helping successfully navigate competition from other forms of entertainment. Additionally, his extensive operational and real estate experience further strengthens our strategic capabilities. |

  16. Standing for Election

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  17. Standing for Election

    | Sean Gamble | | | | Committee Membership: N/A Director Since: 2022 Age: 50 Education: BS, Bucknell University Nominee of: Board | Key Qualifications Mr. Gamble is an accomplished executive with extensive experience in the motion picture exhibition and entertainment industries. He has served as our President and Chief Executive Officer since January 2022 and has been our President since 2021. Prior to these roles, he was our Chief Operating Officer from 2018 and our Executive Vice President and Chief Financial Officer from 2014 until he became our CEO in 2022. Before joining Cinemark, Mr. Gamble worked for Comcast Corporation as Executive Vice President and Chief Financial Officer of Universal Pictures within NBCUniversal. He joined Comcast after 15 years at the General Electric Company, where he held multiple senior leadership positions, including CFO of GE Oil & Gas Equipment based in Florence, Italy. Professional Highlights NBCUniversal – a multimedia conglomerate that was a wholly-owned subsidiary of the General Electric Company until 2011 when it was acquired by Comcast Corporation • EVP, CFO Universal Pictures (2009-2014) • VP, Financial Planning & Analysis, Universal Studios (2004-2007) The General Electric Company - a multinational conglomerate known for its contributions to technological advancements and its role in shaping modern industry • CFO; GE Oil & Gas Equipment (2007-2009) | Select Skills Industry Experience - As a veteran motion picture executive with exhibition and distribution experience, Mr. Gamble has guided the Company through many Company and industry evolutions, including recliner conversion, premium format expansion and the reduction of theatrical release windows. Also, Mr. Gamble led the company during its navigation of the COVID-19 pandemic and 2023 Hollywood strikes, achieving results that beat industry expectations and peer performance. Strategic Planning - Mr. Gamble is a visionary leader, assessing organizational capabilities and external market conditions to identify opportunities and potential risks and defining clear and measurable objectives that align with our mission and vision. He fosters a culture of accountability and continuous improvement, instrumental in driving the company's strategic vision by enhancing financial discipline while spearheading growth initiatives. He has a proven ability to successfully navigate complex challenges in a competitive industry while focusing on innovation. |

  18. Standing for Election

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  19. class i directors

    class i directors

  20. Term Expiring 2026

    Term Expiring 2026

  21. Term Expiring 2026

    | Nancy Loewe | | | | Committee Membership: • Audit (Chair & Financial Expert) • Governance Director Since: 2017 Age: 57 Education: MBA, Southern Methodist University BA, Isenberg School of Management, UMass Amherst Nominee of: Board | Key Qualifications Ms. Loewe is an accomplished financial executive with over three decades of experience in operational financial management, corporate governance and strategy. Ms. Lowe is an audit committee financial expert, as defined by SEC rules, and is the chair of the Audit Committee. Professional Highlights CelLink – a manufacturer of flex circuits and harnessing for EVs, Aerospace and related industries. • Private Co CFO (2022-Present) Weyerhaeuser Company – one of the world's largest private owners of timberlands • Public Co CFO (2021-2022) Visa, Inc. – a multinational payment card services corporation • SVP-Finance (2019-2021) Kimberly-Clark International – a multinational consumer goods and personal care corporation • International CFO (2014-2017) • Chief Strategy Officer; Kimberly-Clark Corporation (2012-2014) • Corporate Treasurer; Kimberly-Clark Corporation (2011-2013) Frito Lay North America – a leading manufacturer and marketer of snack foods • CFO (2009-2010) | Select Skills Financial and Accounting - Ms. Loewe's experience as CFO at high-profile private and public companies has equipped her with a deep understanding of financial management and financial literacy. Risk Oversight - Ms. Loewe's decades-long experience in executive leadership finance roles allows her to identify potential risks and implement effective mitigation strategies that have been crucial to Cinemark's success in navigating complex financial landscapes. Transaction Experience - Ms. Loewe has been significantly involved in executing multiple transactions, including acquisitions, spin-offs, capital transactions, as well as business transformations. |

  22. Term Expiring 2026

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  23. Term Expiring 2026

    | Steven Rosenberg | | | | Committee Membership: • Audit • Governance (Chair) Director Since: 2008 Age: 66 Current Public Company Boards: Texas Capital Bancshares, Inc. (NASDAQ: TCBI) (Since 1999) Previous Board Experience: PRGX Global, Inc. (NASDAQ: PRGX) (2005-2011) Reddy Ice (NYSE: FRZ) (1998-2004) Education: BA, University of California, Berkeley Nominee of: Board | Key Qualifications Mr. Rosenberg brings a wealth of experience and strategic insight to Cinemark's Board. As the founder and manager of SPR Ventures Inc., and with his extensive background in manufacturing through SPR Packaging LLC, he offers valuable expertise in business operations and investment management that allow him to meaningfully contribute to the Company’s growth and governance. Mr. Rosenberg has also served on many public company audit committees over the past 35 years. Mr. Rosenberg is a member of the Audit Committee and chairs the Governance Committee. Professional Highlights SPR Ventures Inc. – a private investment company, investing in manufacturing, finance, real estate, private equity and other alternative investments • Founder & Manager (1997-Present) SPR Packaging, LLC - a manufacturer of flexible packaging • President US Division (2015-2018) (after acquisition by Grupo Armando Alverez) • Founder and CEO (2006-2014) ConAgra Foods - a manufacturer of private label grocery products • President of Arrow Division (1992-1997) Arrow Industries, Inc. - a manufacturer of private label grocery products • Various leadership roles (1980-1992) | Select Skills Financial and Accounting - Mr. Rosenberg's financial and accounting acumen comes from his decades of experience running an investment company. He applies his expertise, along with the industry knowledge gained over his years of service on our Board, to guide Cinemark through times of economic downturn and growth opportunities. CEO Experience - Mr. Rosenberg has over four decades of CEO and other executive leadership experience in manufacturing and consumer products, including substantial experience leading companies through merges and acquisitions on both the buy-side and sell-side. Mr. Rosenberg's uses this substantial leadership experience to guide the Company and advise management. Risk Management - Mr. Rosenberg has been instrumental in providing risk management expertise to Cinemark by leveraging his extensive experience in risk management and strategic planning to help the company navigate various challenges, overseeing and advising on risk mitigation strategies, including cybersecurity measures and loss prevention initiatives. |

  24. Term Expiring 2026

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  25. Term Expiring 2026

    | Enrique Senior | | | | Committee Membership: • Strategic Planning Director Since: 2004 Age: 81 Current Public Company Boards: Groupo Televisa S.A.B. (NYSE: TV) (Since 2000) Coca-Cola FEMSA, S.A.B de C.V (NYSE: KOF) (Since 2000) FEMSA (NYSE: FMX) (Since 2000) Previous Board Experience: Univision Communications (NYSE: UNV) (2012-2020) Education: MBA, Harvard Business School BA, Yale University Nominee of: Board | Key Qualifications Mr. Senior's experience as an investment banker advising high-profile clients in film, media, entertainment and beverage industries, allows him to provide unique insights to guide our Company. Mr. Senior is a highly experienced investment banker with over five decades of expertise in mergers and acquisitions and corporate finance. Professional Highlights Allen & Company LLC – a boutique investment bank • Managing Director (1972-Present) | Select Skills Finance and Capital Allocation - With his extensive background in financial planning and strategic investments, Mr. Senior plays a pivotal role in guiding Cinemark's capital allocation decisions. His experience includes overseeing significant acquisitions and investments, ensuring that the company's resources are optimally utilized to drive growth and shareholder value. By leveraging his deep understanding of financial markets and corporate finance, Mr. Senior helps Cinemark navigate complex financial landscapes, making informed decisions that align with the company's long-term strategic goals. His contributions are vital in maintaining Cinemark's financial health and competitive edge in the industry. Industry Experience - As managing director of Allen & Company for over five decades, Mr. Senior has advised corporations including Coca-Cola Company, Columbia Pictures, Tri-Star Pictures, CapCities/ABC, General Electric and other entertainment companies. He applies the entertainment and film industry knowledge gained from working with these companies, along with the industry knowledge gained from serving on Cinemark's Board, to guide our company to achieve its strategic initiatives. |

  26. Term Expiring 2026

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  27. Term Expiring 2026

    | Nina Vaca | | | | Committee Membership: • Governance • Compensation (Chair) Director Since: 2014 Age: 53 Current Public Company Boards: Comerica, Inc. (NYSE: CMA) (Since 2008) Previous Board Experience: Kohls, Corp. (NYSE: KSS) (2010-2019) Education: BA, Texas State University Nominee of: Board | Key Qualifications Ms. Vaca is an entrepreneur and CEO of the largest Hispanic-owned global workforce solutions company in North America, serving over twenty percent of the Fortune 100. She serves on the Cinemark Board with a dynamic leadership and strategic growth mind set. Her entrepreneurial spirit and commitment to excellence ensure that Cinemark remains competitive in our ever-evolving industry. Ms. Vaca serves as chair of the Compensation Committee. Professional Highlights Pinnacle Group, Inc. – a global workforce solutions company • Founder, Chairman & CEO (1996-Present) Presidential Ambassador for Global Entrepreneurship • White House Appointee (2014-Present) Aspen Institute • Henry Crown Fellow (2016 - Present) Council of Foreign Relations • Life Member (2019-Present) | Select Skills CEO Experience - Ms. Vaca leverages her extensive CEO experience to provide invaluable insights and strategic guidance to Cinemark's Board of directors. As the CEO and Chairman of Pinnacle Group, she has successfully transformed the company into a leading provider of workforce solutions and IT services. Her dynamic leadership and deep understanding of business operations enable her to contribute effectively to Cinemark's strategic planning and decision-making processes. Ms. Vaca's expertise in scaling businesses, managing large teams, and driving innovation helps Cinemark navigate complex challenges and seize growth opportunities. Information Technology - With nearly three decades of experience in the technology sector, Ms. Vaca is a recognized leader in leveraging technology to scale businesses and enhance the human experience of work. She is a strong advocate for using technology to drive efficiency, innovation, and meaningful human connection. |

  28. Term Expiring 2026

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  29. class Ii directors

    class Ii directors

  30. Term Expiring 2027

    Term Expiring 2027

  31. Term Expiring 2027

    | Darcy Antonellis | | | | Committee Membership: • Audit • Compensation • Strategic Planning (Chair) Director Since: 2015 Age: 62 Current Public Company Boards: Xperi (NYSE: XPERI) (Since 2022) Bango PLC (LSE: PLC) (Since 2023) Previous Board Experience: N/A Education: MBA, Fordham University BS, Temple University Nominee of: Board | Key Qualifications Ms. Antonellis is a highly accomplished executive who brings to our Board extensive experience in the technology, media and telecommunications sectors. She has a proven track record in strategic growth, operational leadership and innovation. Ms. Antonellis is NACD.DC Directorship Certified and NACD Cybersecurity Oversight Certified. She is a SMPTE Fellow and holds patents in media distribution and audio manipulation. Ms. Antonellis serves as the Chair of our Strategic Planning Committee. Professional Highlights ABS Capital Partners - a firm focused on emerging growth software and tech-enabled services with data foundations • Operating Advisor (2023-Present) Amdocs Inc. (NASDAQ: DOX) - a leading software and services company to communications, media, financial and digital enterprises • Executive Advisor (2021-2023) • Division President (2018-2021) Vubiquity - a provider of content monetization, distribution and processing technology used by entertainment and media companies • CEO (2014-2018) Warner Bros Entertainment Inc. - a major motion picture studio and global leader in the entertainment industry • President, Technical Operations and Chief Technology Officer (2004-2014) • Executive Vice President/Corporate Senior Vice President (2003 - 2008) • Senior Vice President (1998 - 2003) | Select Skills Industry Experience - Ms. Antonellis brings a wealth of experience from the film industry to her role on Cinemark's Board. With a distinguished career that includes serving as President of Technical Operations and Chief Technology Officer at Warner Bros., she has been at the forefront of technological innovation in media and entertainment. Her expertise in digital distribution, content protection, and anti-piracy measures has been instrumental in shaping industry standards. At Cinemark, she leverages this extensive background to provide strategic insights and guidance, helping the company enhance its technological capabilities and improve operational efficiencies. Ms. Antonellis's deep understanding of the film industry's technical and operational aspects ensures that Cinemark remains a leader in delivering high-quality cinematic experiences. Critical Technology/Cybersecurity Expertise - Ms. Antonellis led global technical operations and technology strategy for a major film studio, playing a key role in the digital transformation of the company's operations. She brings this expertise to the Cinemark Board, advising on all technical aspects of our company, including technological innovations, artificial intelligence and cybersecurity risk mitigation. |

  32. Term Expiring 2027

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  33. Term Expiring 2027

    | Carlos Sepulveda Independent Chairman | | | | Committee Membership: ▪ Audit ▪ Compensation ▪ Strategic Planning Director Since: 2007 Age: 67 Current Public Company Boards: Triumph Financial, Inc. (NASDAQ: TFIN) (since 2010) Previous Board Experience: Matador Resources Company (NYSE: MTDR) (2013-2017) Education: BA, University of Texas at Austin Nominee: Mr. Sepulveda is a nominee of Mitchell Investors. | Key Qualifications Mr. Sepulveda has served as Cinemark’s Board Chair since 2022, contributing critical institutional understanding of our industry’s business lifecycle and strategies that remain resilient through variable macroeconomic conditions. His career as a financial executive and advisor, along with his experience serving on public company boards, provides invaluable financial oversight and strategic counsel to Board discussions on investment strategies and shareholder value creation opportunities. Mr. Sepulveda is a certified public accountant (CPA) and current member of the American Institute of CPAs and Texas Society of CPAs. Mr. Sepulveda is an audit committee financial expert, as defined by SEC rules. Professional Highlights Interstate Batteries – an automotive and commercial battery distributor • President and CEO (2004-2013) • EVP (1995-2004) • EVP and CFO (1993-1995) • VP and CFO (1990-1993) KPMG Peat Marwick – a professional audit, assurance and tax advisory firm • Associate SEC Partner (1979-1990) | Select Skills Financial and Accounting – Mr. Sepulveda acquired over a decade of experience serving as Audit Partner at a leading professional services firm, where he supported numerous public companies in navigating complex financial reporting matters, in addition to his subsequent service as a CFO in a private company. CEO / Executive Leadership – Mr. Sepulveda has over two decades of experience in various executive leadership roles, including as CEO and CFO, at a battery distribution company, where he guided the company’s transformation to expand customer offerings in response to the market’s energy transition and shifting customer preferences. Strategic Planning – As a longstanding director, Mr. Sepulveda has overseen Cinemark’s strategic growth through our evolving capital allocation priorities, investment considerations and global expansion efforts. He brings a strong understanding of market trends and our competitive landscape that he analyzes and applies through a pragmatic focus. |

  34. Term Expiring 2027

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  35. Term Expiring 2027

    | Mark Zoradi | | | | Committee Membership: • Strategic Planning Director Since: 2015 Age: 71 Previous Board Experience: National CineMedia, Inc. NASDAQ: NCMI (2014-2021) Education: MBA, University of California Los Angeles Graduate School of Management BA, Westmont College Nominee of: Board | Key Qualifications Mr. Zoradi is a 40+ year veteran of the entertainment industry and served as our CEO from 2015 to 2021. Through his direct experience leading our company, as well as leading major motion picture studios and a film marketing and distribution company, he provides key leadership and strategic insights for the achievement of our short-term and long-term objectives. Prior to joining Cinemark, Mr. Zoradi served in a variety of positions of increasing responsibility with The Walt Disney Company, including as the General Manager of Buena Vista Television and President of Buena Vista International with responsibility for the international theatrical and home entertainment marketing and distribution of Disney, Touchstone and Pixar films. Mr. Zoradi also served as the President and Chief Operating Officer (COO) of Dick Cook Studios from 2011 until 2014 and the COO of DreamWorks Animation SKG, Inc. from 2014 until 2015. Professional Highlights Cinemark Holdings, Inc. • CEO (2015-2021) DreamWorks Animation SKG - a prominent animation studio known for producing high-quality animated feature films and short films • COO (2014) Dick Cook Studios - a media and production company • President and COO (2011-2013) The Walt Disney Company - a leading multinational entertainment and media conglomerate • President, Walt Disney Motion Picture Group (2007-2010) • President, Buena Vista International (1993-2006) • SVP, General Manager, Buena Vista Television (1987-1991) • Various Positions at Disney Channel and Home Entertainment (1980-1986) | Select Skills Industry Experience - Mr. Zoradi brings a wealth of industry experience to the Cinemark Board, having served as the company's CEO from 2015 to 2021. With over four decades in the entertainment business, his career includes significant roles at Walt Disney Motion Pictures Group and DreamWorks. Strategic Planning - Mr. Zoradi brings exceptional strategic planning expertise to the Board, honed over his extensive career in the entertainment industry. As the former CEO of Cinemark, he led the company through significant growth and transformation. His tenure at Cinemark was marked by strategic initiatives that drove growth, including the expansion of recliner seating, enhancement of food and beverage offerings, omni-channel marketing and the introduction of North America's first exhibitor-driven subscription program. |

  36. Term Expiring 2027

    | | 2025 NOTICE OF ANNUAL MEETING & PROXY STATEMENT | 19 |

  37. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees Members of the Governance Committee review and evaluate our policies and practices with respect to the size, composition and functions of the Board at least annually. Our Board currently possesses a unique combination of skills, industry experience and knowledge that have been and remain key. Recent examples of the Board's use of these skills and industry knowledge are the Company's successful navigation of the COVID-19 pandemic and the 2023 Writers Guild of America and SAG-AFTRA strikes, both of which had a significant impact on the Company and the industry as a whole. The Board continues to utilize its unique combination of skills, experience and knowledge to provide the stability and continuity needed to guide the Company in both the short and long term and support the Company in achieving its strategic goals. The Governance Committee policy on director nominees recognizes that choosing a director is dependent upon a number of subjective and objective criteria, many of which are difficult to categorize. The Governance Committee, therefore, has not established any minimum qualifications for a director candidate or identified any specific set of qualities or skills that it deems mandatory. ▪ The Governance Committee will consider director candidates properly submitted by our stockholders. For more information see Deadline for Stockholder Proposals and Shareholder Director Nominations for the 2026 Annual Meeting on page 60. ▪ The Governance Committee will take steps necessary to evaluate a prospective nominee, including interviews of the prospective nominee by one or more Governance Committee or Board members. ▪ After completing this evaluation and other steps in the process, the Governance Committee will make a recommendation to the full Board as to any person who should be nominated by the Board. ▪ The Board then votes on the nominees after considering the recommendations and report of the Governance Committee.

  38. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  39. 2024 Director Compensation Table

    2024 Director Compensation Table

  40. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total Compensation Actually Received ($) | | Darcy Antonellis | 115,000 | 134,982 | 249,982 | | Benjamin Chereskin | 97,500 | 134,982 | 232,482 | | Nancy Loewe | 115,000 | 134,982 | 249,982 | | Kevin Mitchell | 85,000 | 134,982 | 219,982 | | Steven Rosenberg | 112,500 | 134,982 | 247,482 | | Enrique Senior | 85,000 | 134,982 | 219,982 | | Carlos Sepulveda | 200,000 | 134,985 | 334,985 | | Raymond Syufy | 85,000 | 134,982 | 219,982 | | Nina Vaca | 115,000 | 134,982 | 249,982 | | Mark Zoradi | 85,000 | 134,982 | 219,982 |

  41. 2024 Director Compensation Table

    (1) The grant date fair values were calculated in accordance with FASB ASC Topic 718. See Note 17 to the Company’s 2024 Annual Report on Form 10-K, for discussion of the assumptions used in determining the grant date fair values of these share based awards, including forfeiture assumptions and the period over which the Company will recognize compensation expense for such awards. In accordance with the Compensation Committee Charter, the Compensation Committee, in consultation with the Governance Committee, sets the compensation of our Board members. Pearl Meyer, the Compensation Committee’s independent compensation consultant, periodically reviews and provides the Compensation Committee with a comparison between the Company’s director compensation practices and those of other similarly situated companies. The Board makes changes to its director compensation practices only upon the recommendation of the Compensation Committee and following discussion and unanimous concurrence by the full Board. The compensation of our non-employee directors is subject to our Third Amended and Restated Non-Employee Director Compensation Policy (“Director Compensation Policy”). Under the Director Compensation Policy, a non-employee director is one who is not (i) an employee of the Company or any of our subsidiaries or (ii) an employee of any of the Company’s stockholders which has contractual rights to nominate directors. Therefore, Mr. Gamble did not receive any compensation for his services on the Board or any of its committees for 2024. The compensation of the directors during 2024 pursuant to our Non-Employee Director Compensation Policy is as follows: (a) a base director retainer of $80,000; (b) additional retainer of $90,000 for the non-employee director who serves as the non-executive Chairman of the Board; (c) additional cash retainer for services on the committees as follows:

  42. 2024 Director Compensation Table

    | Committee | Chair ($) | Member ($) | | Audit | 25,000 | 12,500 | | Compensation | 25,000 | 12,500 | | Governance | 20,000 | 10,000 | | Strategic Planning | 10,000 | 5,000 |

  43. 2024 Director Compensation Table

    Annual cash retainers are paid in four equal quarterly installments at the end of each quarter for services rendered during the quarter. All directors are reimbursed for travel related expenses incurred for each Board meeting they attend. In addition to the annual cash retainers, each non-employee director receives an annual grant of restricted stock valued at $135,000. The number of shares of restricted stock granted is determined by dividing $135,000 by the closing price of Common Stock on the grant date, rounded down to the nearest whole share. The grant date is typically on or around June 15. The annual stock awards vest on the first anniversary of the grant date subject to continued service to the Company through the vest date. The directors are also subject to our stock ownership guidelines and are required to retain common stock ownership five times the value of their base retainer. Our 2024 Long-Term Incentive Plan (the “2024 Plan”) imposes a $1,000,000 limit on the compensation that can be awarded to a non-employee director in any given fiscal year, including the sum of (i) cash compensation and (ii) the grant date fair value of equity compensation under the 2024 Plan.

  44. 2024 Director Compensation Table

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  45. Pay Practices We Utilize

    | Base salary | Competitive, market-driven base salary. | | Link pay to performance | A significant portion of executive compensation is linked to Company performance. A substantial majority of our NEOs fiscal 2024 compensation was variable compensation (66% for the Chief Executive Officer and 62% for the other NEOs) tied to our financial performance. | | Alignment of performance metrics with Company’s strategy | Compensation aligned with successful implementation/deployment of the Company’s short- and long-term strategies through a variety of performance metrics used in our performance-based incentive programs. | | Risk mitigation | Caps on the maximum level of payouts, multiple performance metrics and board oversight or approvals to mitigate undue risk. | | Stock ownership guidelines | Stock ownership guidelines ensure that our executive officers and directors are financially invested in the Company alongside our stockholders. | | Limited perquisites | Limited perquisites to our executives. | | Change of control | Employment agreements that contain double triggers for change in control. | | Compensation clawback | Ability to recoup certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements. |

  46. Pay Practices We Avoid

    | Risk | We do not reward imprudent risk taking. | | Pension | No pension benefits. | | No short-sales or hedging and restricted pledging transactions | Strictly prohibit officers and directors from engaging in short selling, put, call, or other derivative transactions or hedging or other monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds, in our common stock. | | No tax gross-ups | No tax gross-ups on compensation or personal benefits. | | No repricing underwater stock options | Equity plan prohibits the repricing of stock options or SARs. |

  47. Roles and Responsibilities

    | Compensation Committee Comprised entirely of “Non- Employee Directors” for purposes of Rule 16b-3 under the Exchange Act | In the compensation decision making-process for our President & Chief Executive Officer • Reviews benchmark data, the Company’s historical performance against performance targets for incentive compensation awards, the Company’s overall financial performance and our President & Chief Executive Officer’s overall performance. • Approves the compensation levels and performance targets under our short-term incentive program ("STIP") and our long-term annual equity incentive awards (“LTIP”) for our President & Chief Executive Officer and also determines whether and to what extent pre-established performance targets have been met. • Approves all components of our President and Chief Executive Officer’s compensation, including base salary, STIP and any LTIP. In the compensation-decision making process for our other NEOs • Responsible for approving all components of executive compensation as well as for approving performance targets for our STIP and any LTIP targets and determining whether and to what extent any pre-established performance targets have been met. • Reviews and approves all new and revised executive compensation programs. | | Human Resources Officer | In the compensation-decision making process for our President & Chief Executive Officer • Works with our compensation consultant to develop and review benchmark information. In the compensation-decision making process for our NEOs • Works with President & Chief Executive Officer to develop recommendations for all components of the officers’ compensation, including recommending compensation levels and performance targets under our STIP and any LTIP. | | Chief Executive Officer | In the compensation-decision making process for our other NEOs • Works with our Human Resources Officer to develop recommendations for all components of an officers’ compensation, including recommending compensation levels and performance targets under our STIP, annual equity awards, and any LTIP. • Reviews the recommendations with the Compensation Committee. | | Independent Compensation Consultant | Provides market data, benchmark research, survey information, peer group selection recommendations, and other research relating to executive compensation. • Works with our human resources team, including our Human Resources Officer and the Compensation Committee. |

  48. Principal Elements of 2024 Executive Compensation

    Principal Elements of 2024 Executive Compensation The pay elements that we utilize are crafted to attract and retain top talent, pay for performance and strike a balance between performance and risk taking. We achieve these goals by offering both short-term and long-term incentive awards, which include a mix of both time- and performance-based vesting requirements, each of which aligns the interests of our executives with our stockholders and encourages focus on both short and long-term success. Approximately 60% of the compensation payable to our named executive officers is performance based. The following chart illustrates how base salary, short-term incentive awards, restricted stock and performance stock units ("PSUs") were allocated for fiscal 2024. For the purposes of the below illustration, the short-term incentive award has been valued at the actual payout amount and the performance stock units have been valued at the target amount on the grant date. Base Salary: Base salary provides reasonable yet market-competitive fixed pay reflective of an executive’s role, responsibilities and individual performance. Short-Term Incentive Program: Payout under the 2024 STIP was based on achievement of one-year Adjusted EBITDA goals that were aligned with our annual operating budget. Restricted Stock Award: Restricted stock awards that vest ratably over a three-year period and incentivize retention. Performance Stock Unit Award: The performance goals related to our 2024 PSUs are equally weighted and based on the achievement of three-year cumulative Adjusted EBITDA goals and three-year cumulative cash flow goals for the period January 1, 2024 - December 31, 2026. PSUs are not earned unless a threshold level is achieved. PSUs cliff vest on the third anniversary of the grant date. PSUs account for 60% of our annual long-term incentive grant.

  49. Short-Term Performance-Based Incentive Awards

    Short-Term Performance-Based Incentive Awards

  50. Introduction

    Introduction Our short-term incentive program (“STIP”) is an annual cash-based performance incentive award program, typically based on metrics established in our annual operating budget and which requires the achievement of a threshold level of financial performance for any payout. The participants in our STIP are rewarded for achieving short-term financial and operational goals based upon individual targets expressed as a percentage of base salaries. For the named executive officers, the target STIP opportunities are set by the Compensation Committee taking into account a variety of factors, including peer group data, CEO’s recommendation (except for his own) and the individuals current and anticipated contribution to the strategic goals of the Company. Each participant in our STIP is entitled to receive a ratable portion of his/her target payment based upon the Company’s level of achievement, within the range of threshold and maximum percentages, of the target metric set by the Compensation Committee. As part of the year-end performance review process, the manager for each participant in the STIP (other than the CEO) evaluates such individual’s performance against his/her annual business objectives and goals. Based upon this review a discretionary modifier up to a maximum +/- 15% may be applied to adjust the individual’s STIP payout (“ABO Modifier”). Each STIP payout is calculated by applying the following formula:

  51. Introduction

    | Base SalaryX | Target Payment (% of Base Salary)X | % Financial Criteria Attainment | +/- | ABO Modifier | = | Actual STIP Payout |

  52. 2024 STIP Award Opportunities

    2024 STIP Award Opportunities

  53. 2024 STIP Award Opportunities

    | Name | % of base salary | Threshold (% of target) | Target (% of target) | Maximum (% of target) | | Sean Gamble | 160% | 50% | 100% | 200% | | Melissa Thomas | 90% | 50% | 100% | 200% | | Michael Cavalier | 90% | 50% | 100% | 200% | | Valmir Fernandes | 90% | 50% | 100% | 200% | | Wanda Gierhart | 70% | 50% | 100% | 200% |

  54. 2024 STIP Award Opportunities

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  55. 2024 STIP Performance Goals and Results

    2024 STIP Performance Goals and Results The Compensation Committee sets performance goals for the STIP in February of each year, and has historically established threshold, target, and maximum payout goals based on Adjusted EBITDA, which is regarded as a key performance metric in our industry and a core valuation metric for our shareholders. For 2024, the Compensation Committee used worldwide domestic and international Adjusted EBITDA to establish the STIP targets, which was based on the annual operating budget approved by our Board of Directors. The cash bonus achievement under the STIP is determined using the Company’s reported Adjusted EBITDA with certain add-backs and adjustments for cash bonus accruals, certain severance payments, if any, dividends from non-consolidated subsidiaries, non-cash revenues from National CineMedia, LLC, unusual expenses such as those related to accounting changes, a +/-5% collar for foreign exchange fluctuation, the industry box office adjustment discussed below and other adjustments the Compensation Committee deems appropriate, including, but not limited to, factors such as extraordinary, unusual and non-recurring events that were not included in the approved annual operating budget (the “STIP Adjusted EBITDA”). Our performance is highly dependent upon the timing, popularity and quantity of films released by the distributors, which requires a significant number of assumptions and projections in setting the budgeted Adjusted EBITDA target. In recognition of the uncertainty around setting such assumptions, the Compensation Committee determined that the STIP Adjusted EBITDA target may be adjusted, upward or downward, at the end of each performance year, to eliminate any variance between the actual North American and Latin American industry box office for the fiscal year and the industry forecasts used to set the STIP target for the year. North American industry box office performance and relevant Latin American attendance assumptions meaningfully impacts our Adjusted EBITDA due to its effect on attendance-driven revenue and costs but is largely outside of the Company’s control. The industry box office adjustment is intended to modify the STIP Adjusted EBITDA target to eliminate the negative or positive impacts of these non-controllable factors. The STIP Adjusted EBITDA target is adjusted upward or downward by approximately $10 million for every 1% change in the North American industry box office assumptions used for setting the 2024 annual operating budget and upwards or downwards by approximately $2.4 million for every 1% change in associated Latin America industry attendance assumptions used for setting the 2024 annual operating budgets. Results between the percentages are interpolated. The bonus payout for Messrs. Gamble and Cavalier and Ms. Thomas is based on worldwide STIP Adjusted EBITDA. The bonus payout for Mr. Fernandes is based 50% on worldwide and 50% on international STIP Adjusted EBITDA targets. The bonus payout for Ms. Gierhart is based on domestic STIP Adjusted EBITDA targets. The worldwide STIP Adjusted EBITDA targets for 2024 were as follows:

  56. 2024 STIP Performance Goals and Results

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  57. 2024 STIP Payouts

    2024 STIP Payouts As outlined in 2024 achievements, the North American box office and Latin American attendance significantly outperformed the industry forecast used to set the STIP Adjusted EBITDA target, and Cinemark significantly outperformed our peers' operating and financial results through diligent focus and execution in advancing our strategic initiatives. As a result, Cinemark delivered industry-leading results in each of its key performance metrics, including total revenues, Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and net leverage ratio. In 2024, the North American industry box office was $8.8 billion, which exceeded the estimated North American box office assumption by approximately 9.5%. The associated industry attendance in relevant Latin America territories exceeded the approved annual operating budget by approximately 12.9%. As a result of the combined North American box office and Latin America attendance over performance, the STIP Adjusted EBITDA targets were adjusted upward as follows: In February 2025, the Compensation Committee certified the STIP Adjusted EBITDA calculations for the STIP and approved the STIP amounts to be paid for the 2024 performance period. The Company attained worldwide Adjusted EBITDA of $590.2 million (calculated as set forth on Annex A) for the year ended December 31, 2024. The Company's out-performance to target was primarily fueled by growth in food and beverage per caps and average ticket price, maintaining market share gains and lower film rental rates. The Compensation Committee determined that, after giving effect to the adjustments discussed above, the worldwide STIP Adjusted EBITDA achieved was $574.0 million, or 121.7% above the worldwide STIP Adjusted EBITDA target, the international STIP Adjusted EBITDA achieved was $125.0 million, or 117.4% above the international STIP Adjusted EBITDA target and the domestic STIP Adjusted EBITDA achieved was $449 million, or 122.9% of the domestic STIP Adjusted EBITDA target, each as adjusted for industry results. As a result, Messrs. Gamble and Cavalier and Mss. Thomas and Gierhart received bonus payments equal to 200% of their respective individual targets. Since maximum STIP payout levels were achieved for Mss. Thomas and Gierhart and Mr. Cavalier, there were no ABO Modifiers. Mr. Fernandes received a bonus payout equal to 193.5% of his individual target and an ABO adjustment of 6.5%. The 2024 STIP payments for our NEOs are illustrated in the table below.

  58. 2024 STIP Payouts

    | Name | Target ($) | Target Payment (% of Base Salary) | % Attainment | ABO Modifier | Actual STIP Payout ($) | | Sean Gamble | 1,497,600 | 160% | 200% | — | 2,995,200 | | Melissa Thomas | 558,000 | 90% | 200% | — | 1,116,000 | | Michael Cavalier | 558,000 | 90% | 200% | — | 1,116,000 | | Valmir Fernandes | 535,500 | 90% | 193.5% | 6.5% | 1,071,000 | | Wanda Gierhart | 388,500 | 70% | 200% | — | 777,000 |

  59. 2024 STIP Payouts

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  60. Annual Equity Incentive Awards

    Annual Equity Incentive Awards

  61. Introduction

    | Restricted Stock Awards – designed to reward executives for increases in stockholder value (through our stock price) as well as maintain the continuity of our leadership. | These awards have a three-year ratable vesting schedule from the grant date, which enhances the retentive and motivational value of the awards and balances the value delivered over time. | | Performance Stock Unit Awards – designed to drive results based upon achievement of certain pre-established performance metrics relating to performance period determined by the Compensation Committee. | These awards vest 100% on the third anniversary of the grant date, provided the applicable performance goals were achieved for the established performance period. |

  62. Introduction

    Our equity awards are subject to forfeiture if the recipient does not remain employed through the vesting period. Holders of unvested restricted stock are entitled to vote the underlying shares and receive dividends. Holders of unvested performance stock units have dividend rights that accrue and are paid on the vesting date if the holder remains employed by the Company. Special grants of equity awards may also be authorized by the Compensation Committee for, among other things, new hires and promotions, exceptional performance or retention purposes.

  63. 2024 Annual Equity Incentive Awards

    2024 Annual Equity Incentive Awards The Compensation Committee determined the annual equity grant for each of our NEOs at its regularly scheduled February 2024 meeting. For the NEOs, the equity grant was split with approximately 40% of the total grant value consisting of restricted stock awards (“RSA”) and the remaining 60% awarded in performance stock unit awards (“PSU”). The Compensation Committee established a three-year performance period for the 2024 PSUs. The performance targets for the PSUs were established by the Compensation Committee at the time of grant and are based upon the Company’s estimated three-year cumulative Adjusted EBITDA and three-year cumulative cash flows for the 2024, 2025 and 2026 fiscal years (each with equal weighting), as these metrics are relevant for achieving the Company’s strategic goals of continuing to strengthen the Company's balance sheet and position the Company for long term success. PSUs may be earned only if the Company’s three-year cumulative Adjusted EBITDA and three-year cash flows are greater than the threshold amount established for each. Similar to the STIP, industry box office performance meaningfully impacts Adjusted EBITDA and cash flows. Accordingly, the industry box office adjuster is used to adjust the Adjusted EBITDA and cash flow targets for PSUs. Each of the NEOs received an annual equity grant in 2024 at their target levels. The table below shows the grant date value of the restricted stock awards and performance stock units granted during 2024.

  64. 2024 Annual Equity Incentive Awards

    | Name | Target Equity % of Base | Target RSA ($)1 | Target PSU ($)1 | Total Award ($) | | Sean Gamble | 625 | 2,339,993 | 3,509,990 | 5,849,983 | | Melissa Thomas | 190 | 471,196 | 706,786 | 1,177,982 | | Michael Cavalier | 190 | 471,196 | 706,786 | 1,177,982 | | Valmir Fernandes | 170 | 404,589 | 606,891 | 1,011,480 | | Wanda Gierhart | 165 | 366,290 | 549,436 | 915,726 |

  65. 2024 Annual Equity Incentive Awards

    1. The grant date fair values were calculated in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures).

  66. Competitive Market Positioning

    Competitive Market Positioning For 2024, the Compensation Committee retained Pearl Meyer as its independent compensation consultant. All research for executive compensation conducted by Pearl Meyer is provided to the Compensation Committee. In 2024, Pearl Meyer assisted with the determination and recommendation as to the form and amount of director and executive compensation. The Compensation Committee evaluated the independence of Pearl Meyer under applicable NYSE rules, including the services provided and the associated fees paid, and has concluded that Pearl Meyer was independent and that its engagement did not present any conflicts of interest. The Compensation Committee conducted a review of the direct compensation components paid to our NEOs against a specific benchmark peer group, with a focus on base pay, annual performance incentive pay and stock-based compensation. This benchmark group consisting of 13 companies (referred to as the “Peer Group”), was selected based on the following attributes: • Companies within a specified range of the Company’s revenues and market capitalization. • Companies within media and entertainment, leisure facilities and restaurant industries. • Companies with which we may compete for executive talent. The Peer Group is reviewed, updated, and approved annually by the Compensation Committee and may change periodically. The 2024 Peer Group was comprised of the following companies:

  67. Competitive Market Positioning

    | AMC Entertainment Holdings, Inc. | Bloomin’ Brands, Inc. | Brinker International, Inc. | | Cedar Fair, L.P. | Cineplex, Inc | IMAX Corporation | | Dave & Buster’s Entertainment, Inc. | Hyatt Hotels Corporation | Six Flags Entertainment Corporation | | Lions Gate Entertainment Corp. | Live Nation Entertainment, Inc. | | | The Madison Square Garden Company | Wyndham Hotels & Resorts, Inc. | |

  68. Competitive Market Positioning

    The Compensation Committee also uses survey compensation data provided by Pearl Meyer. Utilizing the peer data and the survey data, the Compensation Committee evaluates the amount and proportions of base salary, annual incentive pay and long-term compensation, as well as target total direct compensation for the Company’s NEOs. Compensation Committee decisions are qualitative and a result of the Compensation Committee’s business judgment, which is informed by the market data provided by Pearl Meyer. The Compensation Committee believes that the compensation opportunities provided to our Named Executive Officers are appropriate. The Compensation Committee continues to monitor current trends and will modify its programs as it determines appropriate.

  69. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth summary information concerning the total compensation earned by our NEOs for each of the last three completed fiscal years.

  70. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Sean Gamble | 2024 | 936,000 | — | 5,849,984 | 2,995,200 | 38,846 | 9,820,030 | | President and Chief Executive Officer | 2023 | 900,000 | — | 5,399,991 | 2,443,500 | 59,002 | 8,802,493 | | | 2022 | 825,000 | — | 3,628,435 | 1,423,125 | 78,090 | 5,954,650 | | Melissa Thomas | 2024 | 616,995 | — | 1,177,982 | 1,116,000 | 29,598 | 2,940,575 | | Executive Vice President – | 2023 | 596,164 | — | 1,049,985 | 1,017,900 | 28,107 | 2,692,156 | | Chief Financial Officer | 2022 | 575,000 | — | 987,849 | 815,063 | 19,868 | 2,397,780 | | Michael Cavalier | 2024 | 616,995 | — | 1,177,982 | 1,116,000 | 43,282 | 2,954,259 | | Executive Vice President – | 2023 | 597,699 | — | 1,049,985 | 1,017,900 | 59,074 | 2,724,658 | | General Counsel & Business Affairs, Secretary | 2022 | 583,334 | — | 1,005,030 | 829,238 | 73,303 | 2,490,905 | | Valmir Fernandes | 2024 | 592,746 | — | 1,011,480 | 1,071,000 | 43,743 | 2,718,969 | | President – Cinemark | 2023 | 577,699 | — | 869,985 | 1,023,120 | 56,712 | 2,527,516 | | International | 2022 | 563,336 | — | 832,005 | 839,025 | 68,350 | 2,302,716 | | Wanda Gierhart | 2024 | 552,746 | — | 915,726 | 777,000 | 40,519 | 2,285,991 | | Chief Marketing & Content Officer | 2023 | 537,699 | — | 1,309,982 | 712,530 | 42,558 | 2,602,769 | | | 2022 | 520,833 | — | 920,352 | 537,469 | 47,546 | 2,026,201 |

  71. 2024 Summary Compensation Table

    1. The reported numbers reflect the aggregate grant date fair market values of the annual restricted stock awards and performance stock units at target granted in February of each year. The values set forth in this column represent the aggregate grant date fair value of time-based restricted stock and performance-based performance stock units computed in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures). The grant date fair values of the performance stock units are based on target achievement as the most probable outcome, computed in accordance with FASB ASC Topic 718. See Note 17 to the Company’s 2024 Annual Report on Form 10-K for a discussion of the assumptions used in determining the grant date fair values of long-term equity incentive awards, including forfeiture assumptions and the period over which the Company will recognize compensation expense for such awards. As required by the rules of the SEC, the table below provides the grant date fair values of the performance stock units at the maximum level of payment. However, 175% of the target opportunity, which was the maximum percentage, of the performance stock units awarded in 2022 was certified by the Compensation Committee and vested in February 2025.

  72. 2024 Summary Compensation Table

    | Name | 2022 ($) | 2023 ($) | 2024 ($) | | Sean Gamble | 3,812,700 | 6,479,994 | 7,019,997 | | Melissa Thomas | 1,037,245 | 1,259,992 | 1,413,588 | | Michael Cavalier | 1,055,277 | 1,259,992 | 1,413,588 | | Valmir Fernandes | 873,609 | 1,043,993 | 1,213,799 | | Wanda Gierhart | 811,754 | 971,998 | 1,098,888 |

  73. 2024 Summary Compensation Table

    2. The reported amounts are the cash bonuses earned for the respective fiscal years. The cash bonuses earned for a fiscal year are paid in the first quarter of the following year subject to the attainment of performance targets set by the Compensation Committee at the beginning of the covered fiscal year. The cash bonuses for 2022 were paid on March 1, 2023. The cash bonuses for 2023 were paid on February 28, 2024. The cash bonuses for 2024 were paid on February 26, 2025. See Executive Compensation Components–Cash Bonus for a discussion of how cash bonus is set. 3. The compensation reported in this column includes the following:

  74. 2024 Summary Compensation Table

    | Name | Fiscal Year | Annual Matching Contributions to 401(K) Savings Plan and HSA ($) | Life, Group and Disability Insurance Premiums Paid by Company ($) | Dividends Paid on Restricted Stock and Vested PSU(i) ($) | | Sean Gamble | 2024 | 21,950 | 8,655 | 8,241 | | | 2023 | 21,050 | 7,701 | 30,251 | | | 2022 | 19,550 | 7,699 | 50,841 | | Melissa Thomas | 2024 | 21,950 | 7,648 | — | | | 2023 | 21,050 | 7,057 | — | | | 2022 | 12,794 | 7,074 | — | | Michael Cavalier | 2024 | 21,950 | 15,661 | 5,671 | | | 2023 | 21,050 | 15,621 | 22,403 | | | 2022 | 19,550 | 15,620 | 38,133 | | Valmir Fernandes | 2024 | 20,700 | 18,318 | 4,725 | | | 2023 | 19,800 | 18,243 | 18,669 | | | 2022 | 18,300 | 18,274 | 31,776 | | Wanda Gierhart | 2024 | 21,950 | 15,504 | 3,065 | | | 2023 | 21,050 | 11,828 | 9,680 | | | 2022 | 19,550 | 11,856 | 16,140 |

  75. 2024 Summary Compensation Table

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  76. 2024 Summary Compensation Table

    Represents dividends paid on all outstanding restricted stock and dividends paid on performance stock units at the time of vest of the underlying Common Stock. The performance stock units granted in 2018 vested in February 2022. The performance stock units granted in 2019 vested in February 2023. The performance stock units granted in 2020 vested in February 2024. For a narrative description of the amounts reported in the Summary Compensation Table for 2024, see Principal Elements of 2024 Executive Compensation on page 33 for a discussion of the various elements of compensation, including general description of the formula or criteria to be applied in determining the amounts payable, material terms of the long-term equity incentive awards, Grants of Plan-Based Awards 2024 table on page 41 for details of the equity granted in 2024 and Discussion of the Terms of the Employment Agreements on page 43 for compensation pursuant to the terms of the respective employment agreements.

  77. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table specifies the grants of awards made under our cash bonus and equity incentive plans to the NEOs in 2024.

  78. Grants of Plan-Based Awards in 2024

    | Name | Grant Date(1) | Approval Date(2) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(3) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(4) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(5) | Grant date FV of Stock Awards ($)(6) | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Sean Gamble | 2/20/2024 | 2/7/2024 | 748,800 | 1,497,600 | 2,995,200 | 106,817 | 213,633 | 427,267 | | 3,509,990 | | | 2/20/2024 | 2/7/2024 | | | | | | | 142,422 | 2,339,993 | | Melissa Thomas | 2/20/2024 | 2/7/2024 | 279,000 | 558,000 | 1,116,000 | 21,509 | 43,018 | 86,037 | | 706,786 | | | 2/20/2024 | 2/7/2024 | | | | | | | 28,679 | 471,196 | | Michael Cavalier | 2/20/2024 | 2/7/2024 | 279,000 | 558,000 | 1,116,000 | 21,509 | 43,018 | 86,037 | | 706,786 | | | 2/20/2024 | 2/7/2024 | | | | | | | 28,679 | 471,196 | | Valmir Fernandes | 2/20/2024 | 2/7/2024 | 267,750 | 535,500 | 1,071,000 | 18,469 | 36,938 | 73,877 | | 606,891 | | | 2/20/2024 | 2/7/2024 | | | | | | | 24,625 | 404,589 | | Wanda Gierhart | 2/20/2024 | 2/7/2024 | 194,250 | 388,500 | 777,000 | 16,721 | 33,441 | 66,883 | | 549,436 | | | 2/20/2024 | 2/7/2024 | | | | | | | 22,294 | 366,290 |

  79. Grants of Plan-Based Awards in 2024

    (1) The grant date of the long-term incentive awards (2) The dates the Compensation Committee approved the bonus targets and grants of the long-term incentive awards (3) The reported numbers were the estimated future payouts calculated when the Compensation Committee set the target cash bonus percentages in February. See “Short-Term Performance-Based Incentive Awards” on page 34 for a description of the STIP process and the target STIP opportunities of each NEO for 2024 (4) On February 20, 2024, as part of the annual grant cycle, the Compensation Committee awarded Messrs. Gamble, Cavalier and Fernandes and Mses. Thomas and Gierhart an aggregate maximum of 740,101 hypothetical shares of Common Stock as performance stock units. See “Annual Equity Incentive Awards” on page 37 for a discussion of the performance stock units. Holders of performance stock units receive accumulated dividends that are attributable to the underlying Common Stock to the extent such dividend is declared by our Board and the Common Stock is issued at the time of vest. The accumulated dividend is paid at the same rate the dividend is paid to other stockholders. Our Board suspended the payment of dividends commencing the second quarter of 2020 but reinstated the dividend beginning in the first quarter of 2025. (5) On February 20, 2024, as part of the annual grant cycle, the Compensation Committee awarded Messrs. Gamble, Cavalier and Fernandes and Mses. Thomas and Gierhart an aggregate of 246,699 shares of restricted stock. See “Annual Equity Incentive Awards” on page 37 for a discussion of the terms of the restricted stock awards. Holders of restricted stock receive non-forfeitable dividends to the extent declared by our Board, at the same rate paid to other stockholders of the Company. Our Board suspended the payment of dividends commencing the second quarter of 2020 but reinstated the dividend beginning in the first quarter of 2025. (6) For purposes of this table, the aggregate grant date fair values of performance stock units were determined based upon the target level of payment as the most probable outcome and were computed in accordance with FASB ASC Topic 718. The amounts shown exclude the impact of estimated forfeitures. See Note 17 to the Company’s 2024 Annual Report on Form 10-K, for discussion of the assumptions used in determining the grant date fair values of these share awards, including forfeiture assumptions, and the period over which the Company will recognize compensation expense for such awards. For a narrative description of the amounts reported in the Grants of Plan-Based Awards in 2024, see Principal Elements of our 2024 Executive Compensation beginning on page 33 for a discussion of the various elements of compensation, including general description of the formula or criteria to be applied in determining the equity awards to be granted and material terms of the long-term equity incentive awards.

  80. Grants of Plan-Based Awards in 2024

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  81. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024 The following table lists the restricted stock and performance stock units outstanding for each NEO as of December 31, 2024. There were no stock options outstanding for any NEO as of December 31, 2024.

  82. Outstanding Equity Awards at Fiscal Year-End 2024

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested # | Market Value of Shares or Units of Stock That Have Not Vested (10) | 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 (10) | | Sean Gamble | 14,136(1) | $437,933 | 554,794(11) | $17,187,518 | | | 28,272(2) | $875,867 | 320,449(12) | $9,927,510 | | | 11,855(3) | $367,268 | | | | | 29,030(5) | $899,349 | | | | | 228,991(6) | $7,094,141 | | | | | 123,294(7) | $3,819,648 | | | | | 142,422(9) | $4,412,234 | | | | Melissa Thomas | 36,409(4) | $1,127,951 | 107,876(11) | $3,341,998 | | | 7,913(5) | $245,145 | 60,027(12) | $1,859,636 | | | 62,297(6) | $1,929,961 | | | | | 23,974(7) | $742,715 | | | | | 28,679(9) | $888,475 | | | | Michael Cavalier | 9,906(1) | $306,888 | 107,876(11) | $3,341,998 | | | 19,812(2) | $613,776 | 60,027(12) | $1,859,636 | | | 3,375(3) | $104,558 | | | | | 8,050(5) | $249,389 | | | | | 63,380(6) | $1,963,512 | | | | | 23,974(7) | $742,715 | | | | | 28,679(9) | $888,475 | | | | Valmir Fernandes | 8,321(1) | $257,785 | 89,383(11) | $2,769,085 | | | 16,378(2) | $507,390 | 55,407(12) | $1,716,509 | | | 6,664(5) | $206,451 | | | | | 52,469(6) | $1,625,490 | | | | | 19,864(7) | $615,387 | | | | | 24,625(9) | $762,883 | | | | Wanda Gierhart | 6,426(1) | $199,077 | 83,219(11) | $2,578,125 | | | 12,851(2) | $398,124 | 50,161(12) | $1,553,988 | | | 2,136(3) | $66,173 | | | | | 6,193(5) | $191,859 | | | | | 48,754(6) | $1,510,399 | | | | | 18,494(7) | $572,944 | | | | | 42,808(8) | $1,326,192 | | | | | 22,294(9) | $690,668 | | |

  83. Outstanding Equity Awards at Fiscal Year-End 2024

    (1) The number of shares of restricted stock granted on February 19, 2021 as part of the annual grant cycle that remained outstanding as of December 31, 2024. These shares vested February 19, 2025. (2) The number of shares of restricted stock granted on February 19, 2021 as part of the annual grant cycle that had a 4-year cliff vest. These shares vested on February 19, 2025. (3) The number of shares of restricted stock granted on July 28, 2021 to Messrs. Gamble and Cavalier and Ms. Gierhart as part of the executive realignment and related salary increases that remained outstanding as of December 31, 2024. These shares vest on the fourth anniversary of the grant date. (4) The remaining number of shares of restricted stock awarded on November 8, 2021. These shares shall vest November 8, 2025. (5) The remaining number of shares of restricted stock granted on February 23, 2022 as part of the annual grant cycle. These shares of restricted stock vested on February 23, 2025. (6) The number of shares of Common Stock underlying the performance stock units granted on February 23, 2022. The reported numbers are based upon the achievement of the maximum performance over the one-year performance period. These performance stock units vested on February 23, 2025. (7) The remaining number of shares of restricted stock granted on February 20, 2023 as part of the annual grant cycle. These shares of restricted stock vest ratably over a three-year period. (8) The remaining number of shares of restricted stock granted on February 20, 2023 to Ms. Gierhart as a special grant. These shares of restricted stock vest on the third anniversary of the grant date. (9) The number of shares of restricted stock granted on February 20, 2024 as part of the annual grant cycle. These shares of restricted stock vest more ratably over a three-year period. The fair market value was calculated based on the closing price of Common Stock on December 31, 2024 of $30.98 per share.

  84. Outstanding Equity Awards at Fiscal Year-End 2024

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  85. Outstanding Equity Awards at Fiscal Year-End 2024

    The number of shares of Common Stock underlying the performance stock units granted on February 20, 2023. The reported numbers are based upon the achievement of target level of payment as the most probable outcome and were computed in accordance with FASB ASC Topic 718.The Company currently estimates that the most likely outcome based on updated performance metric expectations is the maximum level for the performance units granted in 2023. The number of shares of Common Stock underlying the performance stock units granted on February 20, 2024. The reported numbers are based on the achievement of target level of payment as the most probable outcome and were computed in accordance with FASB ASC Topic 718. The Company currently estimates that the most likely outcome to be achieved based on updated performance metric expectations is 150% of target for the performance units granted in 2024.

  86. Stock Option Exercises and Stock Vested in 2024

    Stock Option Exercises and Stock Vested in 2024 The following table provides information on the vesting of restricted stock and performance stock units during 2024 for each of the NEOs. There were no stock options that vested for any of the NEOs during 2024.

  87. Stock Option Exercises and Stock Vested in 2024

    | Name | Number of Shares Acquired on Vesting(1) | Value Realized on Vesting(2) ($) | | Sean Gamble | 120,836 | 1,985,568 | | Melissa Thomas | 56,302 | 1,474,888 | | Michael Cavalier | 41,035 | 675,097 | | Valmir Fernandes | 34,093 | 560,900 | | Wanda Gierhart | 37,049 | 606,025 |

  88. Stock Option Exercises and Stock Vested in 2024

    (1) The reported numbers include Common Stock from the following vest events: (i) Remaining fifty percent of the restricted stock granted to Messrs. Gamble, Cavalier and Fernandes and Ms. Gierhart in 2020 that vested on February 19, 2024; (ii) Shares of Common Stock underlying performance stock units granted in 2020 to Messrs. Gamble, Cavalier and Fernandes and Ms. Gierhart that vested February 19, 2024; (iii) Restricted stock granted in 2022 to Messrs. Gamble, Cavalier and Fernandes and Mss. Thomas and Gierhart that vested one third on February 23, 2024; and (iv) Fifty percent of one of the sign-on grants of restricted stock to Ms. Thomas that vested on November 8, 2024. (v) Special restricted stock grant in 2022 to Ms. Gierhart which vested on February 23, 2024. (vi) Restricted stock grant in 2023 to Messrs. Gamble, Cavalier and Fernandes and Mss. Thomas and Gierhart that vested one third on February 20, 2024. (2) The aggregate dollar amount realized upon vesting was calculated based upon the closing price of our Common Stock on the following dates: (i) February 19, 2024 of $16.54; (ii) February 20, 2024 of $16.54; (iii) February 23, 2024 of $16.09; (iv) November 8, 2024 of $31.57

  89. Potential Payments upon Termination by us Without Cause or by Executive for Good Reason

    Potential Payments upon Termination by us Without Cause or by Executive for Good Reason

  90. Potential Payments upon Termination by us Without Cause or by Executive for Good Reason

    | Name | Salary ($) (1) | Bonus ($) (2) | Health Insurance ($)(3) | Life and Disability Insurance ($)(3) | Assistance ($)(4) | Value of Equity Awards ($)(5) | Total ($) | | Sean Gamble | 1,872,000 | 4,492,800 | 35,020 | 17,310 | 828 | 28,949,075 | 35,367,033 | | Melissa Thomas | 1,240,000 | 1,674,000 | 35,020 | 15,296 | 828 | 6,840,880 | 9,806,024 | | Michael Cavalier | 1,240,000 | 2,133,901 | 22,146 | 31,322 | 828 | 6,968,331 | 10,396,528 | | Valmir Fernandes | 1,190,000 | 2,094,121 | 31,636 | 36,636 | 828 | 5,737,403 | 9,090,624 |

  91. Potential Payments upon Termination by us Without Cause or by Executive for Good Reason

    (1) Based on the base salaries in effect as of December 31, 2024, the amounts reported are calculated as two times the base salary for Messrs. Gamble, Cavalier and Fernandes and Ms. Thomas. Subject to Treasury Regulations as specified in the respective employment agreements, the amounts would have been payable according to the Company’s normal payroll practices for a period of 24 months to Messrs. Gamble, Cavalier and Fernandes and Ms. Thomas. (2) For Mr. Gamble and Ms. Thomas, the amounts reported are calculated using the target cash bonus for 2024 plus the cash bonus each would have received for 2024. For Messrs. Cavalier and Fernandes the amounts reported are calculated using the cash bonus received in 2023 plus the cash bonus each would have received for 2024. The reported amounts would have been payable to Messrs. Gamble, Cavalier and Fernandes and Ms. Thomas in a lump sum within 30 days of termination. (3) The amounts reported are calculated as follows: group health and dental insurance programs for a period of 12-24 months for Messrs. Gamble, Cavalier and Fernandes and Ms. Thomas. Life and Disability insurance includes premiums for basic life insurance, long-term disability, individual disability income protection and short-term disability. (4) Messrs. Gamble, Cavalier and Fernandes and Ms. Thomas are entitled to use our office space for a period of three months following the date of termination. The amount reported is based on the use of a 144 square foot office at a rental rate of approximately $23 per square foot per year. (5) The amounts reported have been determined based on the following provisions in the respective employment agreements. Pursuant to the employment agreements of Messrs. Gamble, Cavalier and Fernandes and Ms. Thomas, any outstanding long-term equity incentive awards with time-based vesting provisions would have vested on a pro rata basis. Any long-term equity incentive awards with performance-based vesting provisions would have remained outstanding through the remainder of the applicable performance period and, if or to the extent the performance provisions are attained, shall vest without regard to any continued employment requirement on a pro rata basis. The pro rata basis for the long-term equity incentive awards is based on the percentage determined by dividing (i) the number of days from and including the grant date of such long-term equity incentive award through the termination date of the NEO’s employment, by (ii) the number of days from the grant date to the full vesting date/end of the applicable performance period, as applicable, of such long-term equity incentive awards. The total number of shares of Common Stock subject to the long-term equity incentive awards that would have vested for each of Messrs. Gamble, Cavalier and Fernandes and Ms. Thomas on December 31, 2024 are as follows:

  92. Potential Payments upon Termination by us Without Cause or by Executive for Good Reason

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  93. Potential Payments upon Termination by us Without Cause or by Executive for Good Reason

    | Name | Number of Shares | | Sean Gamble | 249,242 | | Melissa Thomas | 69,836 | | Michael Cavalier | 72,920 | | Valmir Fernandes | 58,544 |

  94. Potential Payments upon Termination by us Without Cause or by Executive for Good Reason

    Unvested Performance Stock Units outstanding, including the 2022 performance stock unit awards that were certified at maximum (175%) in February 2023, the 2023 performance stock unit awards assuming maximum level payout, and the 2024 performance stock unit awards assuming maximum level payout.

  95. Potential Payments upon Termination by us Without Cause or by Executive for Good Reason

    | Name | Number of Shares | | Sean Gamble | 685,202 | | Melissa Thomas | 150,980 | | Michael Cavalier | 152,010 | | Valmir Fernandes | 126,653 |

  96. Potential Payments upon Termination by us Without Cause or by Executive for Good Reason

    Equity award values were calculated using the closing price of Common Stock on December 31, 2024 of $30.98 per share.

  97. Potential Payments upon Termination for Cause

    Potential Payments upon Termination for Cause If a NEO terminates his employment voluntarily, or is terminated for cause, we are only required to pay any accrued unpaid base salary through the date of such termination.

  98. Potential Payments upon Termination due to Change in Control

    Potential Payments upon Termination due to Change in Control

  99. Potential Payments upon Termination due to Change in Control

    | Name | Salary ($)(1) | Bonus ($)(2) | Health Insurance ($)(3) | Life and Disability Insurance ($)(3) | Assistance ($)(4) | Value of Equity Awards ($)(5) | Total ($) | | Sean Gamble | 1,872,000 | 5,241,600 | 43,775 | 21,638 | 828 | 48,330,690 | 55,510,530 | | Melissa Thomas | 1,240,000 | 1,953,000 | 43,775 | 19,120 | 828 | 10,941,671 | 14,198,394 | | Michael Cavalier | 1,240,000 | 2,642,852 | 27,683 | 39,153 | 828 | 10,876,737 | 14,827,253 | | Valmir Fernandes | 1,190,000 | 2,605,682 | 39,545 | 45,795 | 828 | 9,033,179 | 12,915,029 |

  100. Potential Payments upon Termination due to Change in Control

    (1) The amounts reported are calculated as follows: two times the base salary in effect as of December 31, 2024, payable in a lump sum within 30 days of such termination. (2) The amounts reported for Mr. Gamble and Ms. Thomas are equal to the amount each would have received for 2024 and one and a half times the 2024 bonus target. The amounts reported for Messrs. Cavalier and Fernandes are equal to the amount each would have received for 2024 and one and a half times the bonus for 2023. In each case the amounts would be payable in a lump sum within 30 days of such termination. (3) The amounts reported are calculated as follows: group health and dental insurance premiums for a period of 30 months. Disability insurance includes premiums for long-term disability, individual disability income protection and short-term disability. (4) Messrs. Gamble, Cavalier and Fernandes and Ms. Thomas are entitled to use our office space for a period of three months following the date of termination. The reported amount is based on the use of a 144 square foot office at a rental rate of approximately $23 per square foot per year. (5) The amounts reported have been determined based on the following provision in the respective employment agreements: upon termination due to change in control, any outstanding equity award granted to the NEO shall be fully vested and all restrictions shall lapse. Pursuant to the above, the total number of shares of Common Stock subject to the long-term equity incentive awards that would have vested for each of Messrs. Gamble, Cavalier and Fernandes and Ms. Thomas upon termination due to a change in control on December 31, 2024 are as follows:

  101. Potential Payments upon Termination due to Change in Control

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  102. Potential Payments upon Termination due to Change in Control

    | Name | Number of Shares | | Sean Gamble | 349,009 | | Melissa Thomas | 96,975 | | Michael Cavalier | 93,796 | | Valmir Fernandes | 75,852 |

  103. Potential Payments upon Termination due to Change in Control

    Unvested Performance Stock Units outstanding, including the 2022 performance stock units that were certified by the Compensation Committee at maximum in February 2023 and vested in February 2025, the 2023 performance stock unit awards and the 2024 performance stock unit awards, assuming maximum payout.

  104. Potential Payments upon Termination due to Change in Control

    | Name | Number of Shares | | Sean Gamble | 1,211,052 | | Melissa Thomas | 256,210 | | Michael Cavalier | 257,293 | | Valmir Fernandes | 215,729 |

  105. Potential Payments upon Termination due to Change in Control

    Long-term equity incentive award values were calculated using the closing price of our Common Stock on December 31, 2024 of $30.98 per share.

  106. Potential Payments upon Termination due to Death or Disability

    Potential Payments upon Termination due to Death or Disability

  107. Potential Payments upon Termination due to Death or Disability

    | Name | Salary($)(1) | Bonus ($)(2) | Health Insurance ($)(3) | Life and Disability Insurance ($)(3) | Assistance ($)(4) | Value of Equity Awards ($)(5) | Total ($) | | Sean Gamble | 936,000 | 2,995,200 | 17,510 | 8,655 | 828 | 28,949,075 | 32,907,268 | | Melissa Thomas | 620,000 | 1,116,000 | 17,510 | 7,648 | 828 | 6,840,880 | 8,602,866 | | Michael Cavalier | 620,000 | 1,116,000 | 11,073 | 15,661 | 828 | 6,968,331 | 8,731,893 | | Valmir Fernandes | 595,000 | 1,071,000 | 15,818 | 18,318 | 828 | 5,737,403 | 7,438,367 |

  108. Potential Payments upon Termination due to Death or Disability

    (1) The amounts reported are the base salary of each named executive officer in effect as of December 31, 2024, payable in a lump sum. (2) The amounts reported are the cash bonus each NEO would receive for 2024 payable in a lump sum at the same time as the cash bonus payments are made to other similarly situated active executives. (3) The amounts reported are calculated as follows: group health and dental insurance programs for a period of 12 months. Disability insurance includes premiums for long-term disability, individual disability income protection and short-term disability. (4) Messrs. Gamble, Cavalier and Fernandes and Ms. Thomas are entitled to use our office space for a period of three months following the date of termination. The reported amount is based on the use of a 144 square foot office at a rental rate of approximately $23 per square foot per year. (5) The amounts reported have been determined based on the following provision in the respective employment agreements: any outstanding long-term equity incentive awards shall vest on a pro rata basis. Any long-term equity incentive awards with performance-based vesting provisions shall remain outstanding through the remainder of the applicable performance period and, if or to the extent the performance provisions are attained, shall vest without regard to any continued employment requirement on a pro-rata basis. The pro rata basis for the long-term equity incentive awards is based on the percentage determined by dividing (i) the number of days from and including the grant date of such equity award through the termination date of the NEO’s employment, by (ii) the number of days from the grant date to the full vesting date/end of the applicable performance period, as applicable, of such long-term equity incentive awards. The participant or the participant’s estate or representative shall be entitled to receive any previously vested long-term equity incentive awards. Pursuant to the above, the total number of shares of Common Stock subject to the long-term equity incentive awards that would have vested upon death or disability of each of Messrs. Gamble, Cavalier and Fernandes and Ms. Thomas would have been as follows:

  109. Potential Payments upon Termination due to Death or Disability

    | Name | Number of Shares | | Sean Gamble | 249,242 | | Melissa Thomas | 69,836 | | Michael Cavalier | 72,920 | | Valmir Fernandes | 58,544 |

  110. Potential Payments upon Termination due to Death or Disability

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  111. Potential Payments upon Termination due to Death or Disability

    Unvested Performance Stock Units outstanding including the 2022 performance stock units which were certified at the maximum in February 2023, the 2023 performance stock units and the 2024 performance stock units, assuming maximum payout.

  112. Potential Payments upon Termination due to Death or Disability

    | Name | Number of Shares | | Sean Gamble | 685,202 | | Melissa Thomas | 150,980 | | Michael Cavalier | 152,010 | | Valmir Fernandes | 126,653 |

  113. Potential Payments upon Termination due to Death or Disability

    The values of the long-term equity incentive awards have been calculated using the closing price of our Common Stock on December 31, 2024 of $30.98 per share.

  114. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of SEC Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median-compensated employee and the annual total compensation of our CEO. As a leader and one of the most geographically diverse operators in the motion picture exhibition industry, we operated 497 theaters and 5,653 screens in the U.S. and Latin America as of December 31, 2024, and our employee population consisted of approximately 68% part-time employees, many of whom were compensated on an hourly basis. For 2024, we used the same median employee, a theater team member who was paid hourly and employed on a part-time basis, that was identified in 2022 because there were no changes in our employee population or employee compensation that we reasonably believe would result in a significant change in the pay ratio disclosure. The annual total compensation of our 2022 median-compensated employee was $10,152, and the annual total compensation of Sean Gamble our President and CEO during 2024, as reported in the Summary Compensation Table presented elsewhere in this proxy statement, was $9,820,030. Based on this information, the ratio of the total compensation of Mr. Gamble, to the annual total compensation of our median-compensated employee was 967 to 1. To identify our median employee in 2022, as well as to determine the annual total compensation of the “median employee” for this purpose, the methodology and the material assumptions, adjustments, and estimates that we used were as follows: • As permitted by Instruction 2 to Item 402(u) of Regulation S-K, we determined our median employee based on our employee population as of October 1, 2022 (the “Determination Date”). Under the de minimis exception of the pay ratio rule, we excluded the employee populations of certain jurisdictions comprising approximately 5% or less of our total employees. The jurisdictions and approximate number of employees

  115. CEO Pay Ratio

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  116. CEO Pay Ratio

    excluded were Bolivia (109), Costa Rica (214), Curacao (30), Guatemala (61), Nicaragua (32), and Peru (647). As of October 1, 2022, we had 19,569 employees, comprised of 13,088 U.S. employees and 6,481 non-U.S. employees. To identify the median employee from our employee population, we used total compensation including wages, bonuses and benefits reflected in our payroll records, which we believe is a reasonable method of identifying the median employee. The substantial majority of our employees do not participate in our long-term incentive program, therefore we believe that excluding that program from consideration does not meaningfully impact the identification of the median employee. • In making these determinations, we annualized the compensation for employees who were on our payroll as of the Determination Date but were salaried new hires and salaried employees who were on a leave of absence by taking an employee’s compensation for the number of bi-weekly pay periods for which they were actively employed and annualizing such amount for the full year of 26 pay periods. Except for the annualization as described, we did not make any assumptions, adjustments, or estimates with respect to total cash compensation. This pay ratio is a reasonable estimate calculated in a manner consistent with the applicable rules. The rules allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.

  117. Pay Versus Performance Table

    Pay Versus Performance Table The following is disclosure pursuant to the SEC's pay versus performance rules ("PVP Rules"). The PVP Rules create a new definition of pay referred to as Compensation Actually Paid ("CAP"), which is compared to certain performance measures as defined by the SEC. The amounts set forth below in the required table are calculated pursuant to SEC rules but do not represent amounts that have actually been earned or realized by our NEOs. Performance conditions for some of these awards have not yet been satisfied. The Compensation Committee does not utilize CAP as the basis for making compensation decisions. For a more detailed discussion on our compensation philosophy, please refer to Compensation Discussion and Analysis beginning on page 30.

  118. Pay Versus Performance Table

    | Pay Versus Performance Table | | | | | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | SCT Total for CEO ($)(1) | CAP to CEO ($)(2) | Average SCT Total for Non- CEO NEOs ($)(3) | Average CAP to Non-CEO NEOs ($)(2) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(5) | Net Income ($) | Adjusted EBITDA (in millions) ($)(6) | | 2024 | $9,820,030 | $27,325,767 | $2,724,948 | $6,842,034 | $92.95 | $195.60 | $309,700,000 | $590.2 | | 2023 | 8,802,493 | 12,197,702 | 2,636,775 | 3,544,836 | 42.28 | 154.34 | 188,200,000 | 594.1 | | 2022 | 5,954,650 | 3,332,400 | 2,304,413 | 1,249,438 | 25.98 | 124.11 | (271,200,000) | 336.5 | | 2021 | 7,753,272 | 6,762,279 | 2,767,255 | 1,630,054 | 48.36 | 152.43 | (422,800,000) | 80.0 | | 2020 | 6,915,289 | 1,877,986 | 1,883,730 | 946,890 | 52.24 | 118.35 | (616,800,000) | (276.9) |

  119. Pay Versus Performance Table

    (1) For 2022, 2023 and 2024, our CEO was Sean Gamble. For 2021 and 2020, our CEO was Mark Zoradi. The table below sets forth the adjustments to Total Compensation as reported in the Summary Compensation Tables used in calculating the CAP for each applicable year. Fair value, or changes in fair value, of equity awards was determined by reference to prices on applicable year-end dates or the actual vesting dates. For 2021, all of the outstanding unvested equity awards for Mark Zoradi vested at the end of the term of his employment agreement on December 31, 2021.

  120. Pay Versus Performance Table

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  121. Pay Versus Performance Table

    | | | CEO | | | | | Average for Non-CEO NEOs | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | 2024 | 2023 | 2022 | 2021 | 2020 | | SCT Total | $9,820,030 | $8,802,493 | $5,954,650 | $7,753,272 | $6,915,289 | $2,724,948 | $2,636,775 | $2,304,413 | $2,767,255 | $1,883,730 | | Less, value of Stock Awards reported in SCT | $5,849,984 | $5,399,991 | $3,628,435 | $4,571,726 | $5,857,524 | $1,070,792 | $1,069,987 | $936,305 | $2,057,955 | $1,301,064 | | Plus, year-end fair value of current year Equity Awards | $11,030,584 | $6,514,202 | $1,887,222 | $3,650,260 | $4,079,720 | $2,019,060 | $1,290,763 | $486,991 | $1,016,649 | $1,076,099 | | Plus, year-over-year change in fair value of outstanding unvested Equity Awards | $12,042,148 | $2,017,153 | ($944,003) | — | ($2,167,088) | $2,933,058 | $527,645 | ($590,280) | ($59,102) | ($451,356) | | Plus, year-over-year change in fair value of Equity Awards granted in prior year that vested in the year | $282,989 | $263,845 | $62,966 | ($69,527) | ($1,092,411) | $235,760 | $159,640 | ($15,381) | ($36,793) | ($260,519) | | Compensation actually paid | $27,325,767 | $12,197,702 | $3,332,400 | $6,762,279 | $1,877,986 | $6,842,034 | $3,544,836 | $1,249,438 | $1,630,054 | $946,890 |

  122. Pay Versus Performance Table

    For 2022, 2023 and 2024, our Non-CEO NEOs included Melissa Thomas, Executive Vice President – Chief Financial Officer; Michael Cavalier, Executive Vice President – General Counsel; Valmir Fernandes, President – Cinemark International; and Wanda Gierhart, Chief Marketing and Content Officer. For 2021 and 2020 our Non-CEO NEOs included Lee Roy Mitchell, Executive Chairman of the Board; Sean Gamble, Executive Vice President – Chief Financial Officer and Chief Operating Officer; Michael Cavalier, Executive Vice President – General Counsel; and Valmir Fernandes, President – Cinemark International. (5) For the fiscal years ended 2020, 2021, 2022 2023 and 2024, the peer group TSR includes the S&P 500 Index, AMC Entertainment Holdings, Inc. and IMAX Corporation, two other publicly held companies in our industry with whom we compete for investor capital. The amounts shown set forth the total shareholder return assuming reinvestment of dividends during the 4-year period ended 12/31/24, 12/31/23, 12/31/22, 12/31/21 and 12/31/20, respectively, weighted based upon the S&P Index and AMC and IMAX’s stock market capitalization at the beginning of each period for which a return is indicated. (6) Adjusted EBITDA is a non-GAAP measure used by management and our board of directors to assess our financial performance and enterprise value. Adjusted EBITDA is considered a key performance in our industry. Annex A sets forth our reconciliation of Adjusted EBITDA (in millions).