DEF 14A of Amc Entertainment Holdings, Inc., Oct 24, 2025

DEF 14A of Amc Entertainment Holdings, Inc.

Filed Oct 24, 2025 · FY20240001104659-25-102167

Open on EDGAR

  1. ALL STOCKHOLDERS ARE EXTENDED A CORDIAL INVITATION TO ATTEND THE ANNUAL MEETING OF STOCKHOLDERS

    | Potential Payments Upon Termination or Change of Control | 70 | | Employment Agreements | 70 | | Equity Compensation Plan Information | 71 | | Pay Ratio Disclosure | 72 | | Pay versus Performance | 73 | | PROPOSAL 7: NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS | 77 | | PROPOSAL 8: ADJOURNMENT OF ANNUAL MEETING | 78 | | OTHER INFORMATION | 79 | | Costs of Proxy Statement | 79 | | Delivery of Stockholder Documents | 79 | | STOCKHOLDER PROPOSALS | 80 | | AVAILABILITY OF REPORT ON FORM 10-K | 81 | | APPENDIX A | A-1 | | APPENDIX B | B-1 | | APPENDIX C | C-1 | | APPENDIX D | D-1 |

  2. PROPOSAL 2(a) OR 2(b) ELECTION OF DIRECTORS

    PROPOSAL 2(a) OR 2(b) ELECTION OF DIRECTORS At the Annual Meeting, depending upon the outcome of the vote on Proposal 1, stockholders will either (i) vote to elect 10 unclassified directors to hold a term of office from the date of their election until the Company’s 2026 annual meeting and until their successors are duly elected and qualified or (ii) vote to elect three individuals to be elected as Class II directors to hold a term of office from the date of their election until the Company’s 2028 annual meeting and until their successors are duly elected and qualified. Ms. Pawlus, a Class II director, will retire from the Board on the date of the Annual Meeting and is not standing for re-election. If Proposal 1 is approved, stockholders will vote on Proposal 2(a) at the Annual Meeting. Pursuant to Proposal 2(a), 10 individuals are to be elected as unclassified directors to hold a term of office from the date of their election until the Company’s 2026 annual meeting and until their successors are duly elected and qualified. Under Proposal 2(a), the 10 nominees for election as directors are: Adam M. Aron, Denise M. Clark, Marcus Glover, Sonia Jain, Howard W. “Hawk” Koch, Jr., Philip Lader, Gary F. Locke, Keri S. Putnam, Anthony J. Saich, and Adam J. Sussman. If Proposal 1 is not approved, stockholders will vote on Proposal 2(b) at the Annual Meeting. Pursuant to Proposal 2(b), three individuals are to be elected as Class II directors to hold a term of office from the date of their election until the Company’s 2028 annual meeting and until their successors are duly elected and qualified. Under Proposal 2(b), the three nominees for election as Class II directors are: Adam M. Aron, Howard W. “Hawk” Koch, Jr. and Anthony J. Saich.

  3. Required Vote

    Required Vote Election of directors requires a plurality of the votes cast, which means that the nominees for director receiving the highest number of votes FOR election will be elected as directors.

  4. Board Recommendation

    Board Recommendation The Board, upon recommendation from the Nominating and Corporate Governance Committee, believes that the nominees under either Proposal 2(a) or Proposal 2(b) have the requisite qualifications to oversee our business. Set forth below, you will find certain information for each of the directors, which we believe demonstrates the directors’ qualifications to serve on the Board. Regardless of whether voting on Proposal 2(a) or Proposal 2(b), the Board recommends a vote “FOR” each of the nominees.

  5. Nominees for Election as Directors

    Nominees for Election as Directors Our director nominees have a broad range of skills and experiences that are critical to the Board’s ability to provide effective oversight of the Company and are relevant to the Company’s strategic priorities and the scope and complexity of the Company’s business. Their varying tenure strengthens the Board’s oversight with a balance of historical insights about the Company and new perspectives.

  6. Nominees for Election as Directors

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  7. Ms. Sonia Jain

    Ms. Sonia Jain Ms. Jain, 46, has served as a director of the Company since March 2024. Ms. Jain has served as Chief Financial Officer of Cars.com Inc. since October 2022, a position she also held from July 2020 to April 2022. Ms. Jain was Chief Financial Officer of Convoy Inc. from April 2022 to September 2022. Prior to her initial tenure at Cars.com Inc., Ms. Jain served as Chief Financial Officer of Redbox Automated Retail LLC from September 2016 to June 2020. Ms. Jain holds a B.S. in Electrical Engineering from Princeton University, an M.S. in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology, and an M.B.A. from Harvard Business School. Ms. Jain brings to the Board extensive financial and accounting experience, including as a chief financial officer of a publicly traded company. Mr. Howard W. “Hawk” Koch, Jr. Mr. Koch, 79, has served as a director of the Company since October 2014. Mr. Koch is a veteran movie producer and principal at The Koch Company, the former president of the Academy of Motion Picture Arts and Sciences (“AMPAS”), and former President of the Producers Guild of America. Mr. Koch serves on the board of directors of the Motion Picture & Television Fund. He served on the board of governors of AMPAS from 2004 to 2013 and the board of directors of the Producers Guild of America from 1999 to 2020. Mr. Koch has been intimately involved with the making of over 60 major motion pictures, among them such films as “Source Code”, “Fracture”, “Primal Fear”, “Marathon Man,” “Chinatown,” “Wayne’s World,” “Peggy Sue Got Married,” “The Idolmaker,” “Heaven Can Wait,” “The Way We Were” and “Rosemary’s Baby.” Mr. Koch continues to develop and produce movies. Mr. Koch has over 50 years of experience in the motion picture industry and provides our Board with a unique insight into the production of movies that are exhibited on our screens.

  8. Mr. Philip Lader

    Mr. Philip Lader Mr. Lader, 79, has served as a director of the Company since June 2019 and as Lead Independent Director since July 2021. Mr. Lader is a Senior Advisor to Morgan Stanley Institutional Securities as well as a partner emeritus with the law firm of Nelson Mullins Riley & Scarborough LLP. He is also the former U.S. Ambassador to the Court of St. James’s and Chairperson of WPP plc. Mr. Lader served in President Clinton’s Cabinet as Administrator of the US Small Business Administration, White House Deputy Chief of Staff, Assistant to the President, and Deputy Director of the Office of Management & Budget. Previously,

  9. Mr. Philip Lader

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  10. Mr. Philip Lader

    he was Executive Vice President of Sir James Goldsmith’s US holdings and was President of Sea Pines Company, universities in South Carolina and Australia, and Business Executives for National Security. He previously served as a trustee and Investment Committee Chairperson of RAND Corporation. Also, Mr. Lader currently serves on several foundations, as well as a member of the boards of several privately held companies, the investment committees of Morgan Stanley’s Global Infrastructure and Real Estate Funds, and the Council on Foreign Relations. He currently or has previously served on the boards of Lloyds of London, Marathon Oil, AES, WPP plc, Songbird (Canary Wharf), Rusal Corporations, the British Museum, American Red Cross, Smithsonian Museum of American History, St. Paul’s Cathedral Foundation, Atlantic Council, and several banks and universities. He is the founder and co-host of Renaissance Weekends. Mr. Lader’s education includes Duke, Michigan, Oxford, and Harvard Law School, and he has been awarded honorary doctorates by 14 universities. He is an Honorary Fellow of Oxford University’s Pembroke College and London Business School and Honorary Bencher of Middle Temple (British Inns of Court). He was awarded the Benjamin Franklin Medal by The Royal Society for Arts, Manufactures & Commerce for his contributions to trans-Atlantic relations. Mr. Lader brings vast experience in business, government, and law to the Board.

  11. Mr. Gary F. Locke

    Mr. Gary F. Locke Mr. Locke, 75, has served as a director of the Company since February 2016. Mr. Locke is a trade consultant and has owned Locke Global Strategies, LLC since 2014. Mr. Locke has served as a senior advisor to Dorsey & Whitney LLP since November 2023 and served as the interim President of Bellevue College from June 2020 until July 2023. Mr. Locke was the first Chinese American to be elected as a U.S. Governor when the voters of Washington elected him in 1996 and re-elected him in 2000. During his administration, he strengthened economic ties between China and Washington State. Mr. Locke served as U.S. Commerce Secretary from 2009-2011, where he led the effort to implement President Obama’s National Export Initiative to double American exports in five years. He served as America’s 10th Ambassador to China from 2011-2014. During his service he opened markets for made-in-USA goods and services and reduced wait times for visa interviews of Chinese applicants from 100 days to three days. Mr. Locke has served as a member of the board of directors of nLight, Inc. since August 2017. Mr. Locke served on the boards of directors of Fortinet, Inc. from September 2015 until June 2020, and Port Blakely Tree Farms from August 2019 until June 2022. He attended Yale University, graduating with a bachelor’s degree in political science and received his law degree from Boston University. Mr. Locke brings to the Board a global and valuable business perspective due to his extensive role in politics and experience as an Ambassador to China.

  12. Ms. Kathleen M. Pawlus

    Ms. Kathleen M. Pawlus Ms. Pawlus, 65, has served as a director of the Company since December 2014. Ms. Pawlus, a retired partner of Ernst and Young, LLP (“EY”), served as the Global Assurance Chief Financial Officer and Chief Operating Officer from 2012 to 2014. EY’s Assurance practice is the largest of EY’s four service lines and includes its Audit Practice, Fraud, Investigation and Dispute Services Practice, Climate Change and Sustainability Services Practice and its Financial Accounting Advisory Services Practice. From 2006 to 2012, Ms. Pawlus served as EY’s Americas Vice Chairperson and Chief Financial Officer, Global PBFA Function Leader and US Firm Vice Chairperson and Chief Financial Officer responsible for finance, IT operations, treasury, purchasing and facilities. Ms. Pawlus served on EY’s U.S. Executive Board from 2006 to 2012. Ms. Pawlus has been a member of the board of directors of Kenvue Inc. since August 2024. Ms. Pawlus earned her Bachelor of Science degree from Indiana University and was a Certified Public Accountant from 1982 through 2021. Ms. Pawlus brings to the Board extensive financial, accounting, operational and management experience in various capacities with more than 30 years of experience. Ms. Pawlus is retiring from the Board on the date of the Annual Meeting and is not standing for re-election.

  13. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following section presents information regarding the compensation paid during the year ended December 31, 2024, to members of our Board who were not employees of the Company (“Non-Employee Directors”). Employee members of our Board do not receive any compensation from the Company for service as a director. We reimburse all directors for any out-of-pocket expenses incurred by them in connection with their services provided in such capacity.

  14. Non-Employee Director Compensation

    Non-Employee Director Compensation In order to attract and retain qualified Non-Employee Directors, the Company amended and restated its Non-Employee Director Compensation Program on October 27, 2022, pursuant to which Non-Employee Directors were compensated for their service to the Company in 2024. Each non-employee director is eligible for the following annual compensation for services as a Board member: • an annual cash retainer of $150,000; • an annual stock award with a calculation value of $105,000, subject to a one-year holding requirement; • an annual cash retainer of $50,000 for the Lead Independent Director; and • an annual cash retainer for non-employee directors who serve on a committee as follows:

  15. Non-Employee Director Compensation

    | Committee | Chairperson | Member | | Audit | $35,000 | $17,500 | | Compensation | 25,000 | 15,000 | | Nominating and Corporate Governance | 20,000 | 10,000 |

  16. Non-Employee Director Compensation

    Cash retainers are paid in quarterly installments and are pro-rated for partial years of service. Stock awards are made pursuant to the Company’s equity incentive plan, are fully vested at the date of grant, and are issued on the later of (i) the date annual grants are made to senior management and (ii) the date the director is elected to the Board. For 2024, stock awards for non-employee directors other than Ms. Jain and Mr. Glover were approved on February 22, 2024, subject to stockholder approval of the 2024 EIP. Stock awards are pro-rated for the director’s first partial year of service, but not for the last partial year of service. The stock awards for Ms. Jain and Mr. Glover were approved on March 1, 2024 and September 12, 2024, respectively, when each was elected to the Board. Ms. Jain’s stock award was subject to stockholder approval of the 2024 EIP. Directors may elect to receive all or a portion of their cash retainer in stock. Stock awards must be retained until the earlier to occur of the first anniversary of the grant date or the director’s departure from the Board. Unless otherwise specified by the Board, the number of shares awarded to each non-employee director is determined by dividing the value of the award by the average closing price of the stock for the five trading days prior to the date of the stock award. For stock awards subject to stockholder approval of the 2024 EIP, the number of shares was determined based on the average closing price for the five trading days prior to the date the award was approved. Stockholders approved the 2024 EIP on June 5, 2024 and a Form S-8 registration statement was filed with the SEC on June 7, 2024 for the shares authorized for issuance pursuant to the 2024 EIP. The grant date for the stock awards that were subject to stockholder approval of the 2024 EIP was June 10, 2024, the first business day after the Form S-8 was filed with the SEC. Since the stock prices used to calculate the grants and determine the compensation value are different, in times of high volatility the reflected compensation may ultimately be higher or lower than that targeted by the Board. For the 2024 stock awards, the Common Stock price used to calculate the shares awarded was $4.75, $4.60 and $4.92 for stock awards approved on February 22, March 1 and September 12, 2024, respectively, and the Common Stock price used to calculate the compensation included in the table was $ $4.71 and $4.90 for stock awards with grant dates of June 10 and September 12, 2024, respectively. The Compensation Committee, in consultation with its independent executive compensation consultant, annually reviews the Non-Employee Director Compensation Program and recommends updates, if any, to the full Board for approval.

  17. Non-Employee Director Compensation

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  18. Director Compensation Table

    Director Compensation Table The following table presents information regarding the compensation of our non-employee directors during the year ended December 31, 2024.

  19. Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Denise M. Clark | $187,500 | $104,119 | $291,619 | | Marcus Glover | 50,523 | 31,693 | 82,216 | | Sonia Jain | 159,890 | 89,848 | 249,738 | | Howard W. “Hawk” Koch, Jr. | 175,000 | 104,119 | 279,119 | | Philip Lader | 252,500 | 104,119 | 356,619 | | Gary F. Locke | 175,000 | 104,119 | 279,119 | | Kathleen M. Pawlus | 220,000 | 104,119 | 324,119 | | Keri S. Putnam | 177,500 | 104,119 | 281,619 | | Anthony J. Saich | 212,500 | 104,119 | 316,619 | | Adam J. Sussman | 175,000 | 104,119 | 279,119 |

  20. Director Compensation Table

    (1) Includes the annual cash retainer for services as (a) a board member, (b) the Lead Independent Director, and (c) a chairperson or member of a committee. Represents the aggregate grant date fair values, as computed in accordance with Financial Accounting Standards Board’s Accounting Standard Codification (“ASC”) Topic 718, Compensation—Stock Compensation, calculated based upon the closing price of the Common Stock on the grant dates June 10, 2024 and September 12, 2024, of $4.71 and $4.90 per share, respectively. Mr. Glover received his pro-rated annual stock award on September 12, 2024 when he was elected to the Board. All other non-employee directors received their annual stock award on June 10, 2024. Ms. Jain’s annual stock award was pro-rated based on her election to the Board on March 1, 2024. As discussed above, the number of shares of Common Stock granted was calculated using a price of $4.75, $4.60 and $4.92 for the June 10, 2024 and September 12, 2024 grants, (representing a five-day average closing price prior to the date the stock awards were approved on February 22, March 1 and September 12, 2024, respectively) resulting in the variance between the award calculation value and the ultimate compensation value included in the table.

  21. Director Compensation Table

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  22. Consideration of Say on Pay Results and Stockholder Outreach

    | Area of Concern | Company Response | | Subsequent modification in 2024 of the pre-established performance targets for 2023 Tranche Year PSUs to adjust for industry underperformance resulting in vesting at maximum levels | Industry performance was significantly impacted in 2023 versus what was forecast at the beginning of the year. The underperformance was primarily due to lengthy strikes by the Writers Guild of America and the Screen Actors Guild which were outside the Company’s control. Despite significant industry underperformance, management delivered outstanding results that, had targets been set with knowledge of actual industry performance, would have warranted vesting at maximum levels. The Compensation Committee felt that to ignore these circumstances would have been a distraction that could have led to disengagement among the management team at a critical time in the Company’s recovery. Further, the modifications do not reflect subjective discretion, but rather represent an assessment of the Company’s performance relative to objective industry conditions. | | Overall compensation level for CEO relative to both peers and the other NEOs | There have been no increases to the CEO cash compensation package since 2021. For 2024, CEO total compensation at target was reduced by 25% through a reduction in his equity grant. | | Use of one-year performance targets for performance-based equity awards | Current industry volatility and the lack of clarity from studios on planned theatrical movie release practices makes setting long-term targets nearly impossible. Once the industry stabilizes to permit better long-term forecasting, the Compensation Committee will consider a more traditional long-term incentive design structure. | | Use of an Adjusted EBITDA performance target for both annual cash incentive, and a majority of performance-based equity compensation | The single most critical focus of the Company must be to reduce its debt burden, which is accomplished by delivering profits. We therefore believe that Adjusted EBITDA is the most important measure and that utilizing the goal across programs emphasizes the focus for management. We also utilize Free Cash Flow for a portion of the performance-based equity awards to provide some diversification, but consistent with our core goals. For 2025, the Compensation Committee shifted the mix of time and performance vesting equity grants for the CEO from 50/50 to 40/60 and introduced additional strategic initiative performance targets. | | Counting unvested PSUs toward Ownership Guidelines | We believe that, while it may not be common practice to count unvested PSUs, the approach is more than offset by our aggressive ownership targets as a multiple of base salary. | | Total Shareholder Return is not used as a performance target in any compensation programs | Recently the Company’s stock price has not been reflective of traditional fundamental valuations. We believe that using Total Shareholder Return as a performance goal in this environment could incentivize unreasonable risk taking that is not focused on fundamental financial performance. |

  23. Compensation Decisions

    Company’s financial performance during 2024 for reasons unrelated to the performance by our officers and employees in managing the Company’s business and preserving stockholder value. While our response to, and ongoing recovery from, the industry strikes warranted uncommon actions with respect to compensation programs, our underlying philosophy has not been permanently altered or abandoned. In the view of the Compensation Committee, management successfully undertook major initiatives to reduce and control costs, raise additional capital, refinance and extend maturities for a substantial portion of the Company’s debt, operate theatres safely, promote attendance, and lay the groundwork to seek opportunities to diversify the business. These initiatives were essential to preserving the Company’s business and stockholder value at a critical time for the Company. Like recent years, the challenges facing our industry and the recognition that retention of the Company’s leadership was one of the most critical issues facing the Company required the Compensation Committee to remain flexible in its approach to executive compensation. Consequently, the Compensation Committee believes its compensation decisions during 2024 were reasonable and necessary in light the circumstances. Further, the Compensation Committee believes that its actions will enable the Company to return to a normalized compensation structure and approach as the industry stabilizes. Each of the decisions outlined below is more fully described in the subsequent sections of this CD&A and the tables that follow. 2024 Key Compensation Determinations • For the CEO, the value of his annual equity grant decreased approximately 37% and his base salary and annual bonus opportunity did not change, resulting in a reduction in total compensation at target of 25%. • For NEOs other than the CEO, base salaries increased approximately 5% on average, annual bonus opportunities as a percentage of base salary did not change, and annual equity grants were relatively flat compared to 2023. • Despite significant industry underperformance compared to forecasts for 2024, Company performance achieved levels that resulted in an annual incentive plan pay out at 146% of the industry-adjusted target. • On February 22, 2024, the Compensation Committee determined that the industry underperformance and prolonged strikes by the WGA and SAG-AFTRA had a material impact on the Company’s performance in 2023. In light of the fact that these industry impediments were outside the control of the Company and were not known at the time the performance targets were established, the Compensation Committee, in consultation with the Company’s independent compensation consultant, approved modifications to the performance goals applicable to equity grants allocated to the 2023 Tranche Year. As a result of the modifications, the impacted equity grants vested at the maximum level. For accounting purposes, the incremental increase in fair value resulting from the modifications are reflected in the Company’s 2024 compensation tables that follow. 2025 Actions • The base salary and annual bonus opportunity for the CEO remain at the 2024 levels. The value of the annual equity grant for the CEO was returned to its 2023 level. However, the mix of time and performance-based vesting equity grants was changed from 50/50 to 40/60 and additional strategic initiative targets were added to the performance-based grants. • For the CFO’s 2025 compensation, base salary was increased approximately 17.5%, annual bonus opportunity as a percentage of base salary remains at 2024 levels, and the value of the annual equity grant was increased 10%. The changes in CFO compensation were approved in order to maintain competitive compensation levels for that position and to recognize his outstanding performance. • For NEOs other than the CEO and CFO, base salary increases for 2025 averaged 4.8%, the annual bonus opportunity as a percentage of base salary was increased by 10% for one position, and annual equity grants remain at 2024 levels. As disclosed in Item 9B of the Company’s 2024 Annual Report on Form 10-K, the Compensation Committee determined that the industry underperformance, primarily due to changes to studio movie release schedules in response to the continuing impacts of industry strikes in the prior year, had a material impact on the Company’s

  24. Annual Incentive Program

    Annual Incentive Program The Compensation Committee has the authority to award annual incentive bonuses to our NEOs pursuant to our annual incentive compensation program (“AIP”), which historically have been paid in cash and traditionally have been paid in a single installment in the first quarter of the subsequent year upon certification of performance by the Compensation Committee.

  25. Annual Incentive Program

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  26. Annual Incentive Program

    Under employment agreements with our NEOs, each NEO is eligible for an annual bonus, as may be determined by the Compensation Committee from time to time. We believe that annual bonuses based on performance serve to align the interests of management and stockholders. Individual bonuses are performance-based and, as such, can be highly variable from year to year. The annual incentive bonus opportunities for our NEOs are determined by our Compensation Committee, taking into account the recommendation of our CEO (except with respect to his own bonus).

  27. Payout Opportunities

    Payout Opportunities Consistent with the prior year, the target bonus for each NEO was set as a percentage of base salary ranging from 65% to 200% and, except for Mr. Aron and Mr. Goodman, was apportioned to a Company component (80%) and an individual component (20%). In the case of Mr. Aron and Mr. Goodman, their aggregate bonus is entirely based on Company performance with no individual component. There were no changes in AIP payout opportunities as a percentage of base salary for any NEOs between the 2023 and 2024 fiscal years.

  28. 2024 Performance Goals

    2024 Performance Goals Company Performance: Consistent with past years, for 2024, the Company component was based on attainment of an Adjusted EBITDA goal. For purposes of the AIP, Adjusted EBITDA is determined in the same manner as described and defined in the Company’s 2024 Annual Report on Form 10-K (see “Reconciliation of Adjusted EBITDA and Free Cash Flow” below for the calculation of Adjusted EBITDA). Payouts under the AIP can range from 0% to 200% of target depending upon actual performance measured against the Adjusted EBITDA goal. There is no payout for attainment below 80% of the goal, at the 80% threshold payout is 50% of target, at 100% attainment payout is 100% of target, and at the maximum attainment of 120% payout is 200% of target. The following chart represents the AIP payout scale for the Company component: Company performance is highly dependent upon the timing and popularity of the films released by distributors in the markets in which we operate, leading to the potential for volatility and requiring a significant number of assumptions and projections involved in setting performance goals. Box office volatility and the difficulty of making assumptions continued to be amplified for 2024 because of the continuing impacts of the WGA and SAG-AFTRA strikes in the prior year. Based on an estimated domestic industry box office of $9.0 billion and international market industry attendance of 397.5 million for 2024 at the beginning of the year, the projected Adjusted EBITDA performance levels ranged from a threshold of $280.2 million (50% payout) to a target of $350.2 million (100% payout) to a maximum of $420.2 million (200% payout). Although overall industry performance was expected to be relatively flat between 2023 and 2024, targeted Adjusted EBITDA was projected to be lower in 2024 due to certain factors, including the outsized benefit of distributing theatrical releases in 2023, inflationary cost pressures and foreign exchange rate impacts from our international operations. Consistent with prior year plan design and in recognition of the box office volatility and the high level of uncertainty around planning assumptions, the Compensation Committee determined that, in order to maintain an incentive for management in the event of industry underperformance and to limit compensation expense exposure in the event of industry overperformance, that the AIP performance goal should be indexed to domestic industry box office and international market industry attendance levels (due to lack of visibility into industry box office in certain international markets where we operate). Therefore, the Adjusted EBITDA goal was indexed to actual North American industry box office results and industry attendance in the international markets in which the Company operates using the following scale:

  29. 2024 Performance Goals

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  30. 2024 AIP Industry Indexed Consolidated Adjusted EBITDA Target

    2024 AIP Industry Indexed Consolidated Adjusted EBITDA Target

  31. 2024 AIP Industry Indexed Consolidated Adjusted EBITDA Target

    | Domestic Component | | | | | Industry Box Office* | $7.5 billion | $9.0 billion | $10.5 billion | | Adj EBITDA Component | 57.4 million | $335.9 million | $610.3 million | | International Component | | | | | Industry Attendance* | 331.3 million | 397.5 million | 463.8 million | | Adj EBITDA Component | $(96.5 million) | $14.3 million | $125.1 million | | Consolidated Adjusted EBITDA Target | $(39.1 million) | $350.2 million | $735.4 million |

  32. 2024 AIP Industry Indexed Consolidated Adjusted EBITDA Target

    * If actual industry domestic box office and/or international attendance performance falls between two stated levels, the target components shall be determined by linear interpolation Individual Performance: The individual component of the bonus is based on overall individual performance and contribution to our strategic and financial goals. Our Compensation Committee and our CEO retain certain discretion to decrease or increase individual component bonuses relative to the targets based on qualitative or other subjective factors deemed relevant by the Compensation Committee.

  33. 2024 Payouts

    2024 Payouts The following table summarizes the AIP bonus for our NEOs for 2024:

  34. 2024 Payouts

    | Opportunity | | | | | | Actual | | | | Executive | 2024 Base Salary | Target (as % of base salary) | Target ($) | Allocation | | Achievement | | | | | | | | | | | | 2024 Earned AIP | | | | | | Company | Individual | Company | Individual | | | Adam M. Aron | $1,500,000 | 200% | $3,000,000 | 100% | —% | 146% | —% | $4,380,000 | | Sean D. Goodman | 850,000 | 100% | 850,000 | 100% | —% | 146% | —% | 1,241,000 | | Daniel E. Ellis | 625,000 | 65% | 406,250 | 80% | 20% | 146% | 110% | 563,875 | | Elizabeth F. Frank | 625,000 | 65% | 406,250 | 80% | 20% | 146% | 100% | 555,750 | | Carla C. Chavarria | 540,750 | 65% | 351,488 | 80% | 20% | 146% | 100% | 480,835 |

  35. 2024 Payouts

    Our Compensation Committee approved bonus amounts to be paid for performance during 2024. The Company attained Adjusted EBITDA of $343.9 million (calculated as set forth in “Reconciliation of Adjusted EBITDA and Free Cash Flow” below) for the year ended December 31, 2024. Actual North American industry box office was $8.7 billion for 2024 and industry attendance in the international markets in which the Company operates was 409.5 million in 2024, which resulted in an industry-adjusted Adjusted EBITDA goal of $315.0 million. As a result, the Compensation Committee determined performance attainment to be 109% of target, equating to a 146% payout of the Company component. For the NEOs other than the CEO and CFO, the individual component was approved ranging from 100% to 110% of target by the Compensation Committee following a review of each such NEO’s individual performance.

  36. Retention Bonus for Mr. Goodman

    Retention Bonus for Mr. Goodman In order to secure retention of his services as the Company’s CFO and to preempt recruitment attempts, in March 2021, the Compensation Committee approved a special cash retention bonus for Mr. Goodman. The committee determined that it was essential to provide stability in the role of CFO during the Company’s recovery from the COVID-19 pandemic. The retention bonus was paid as set forth below, subject to Mr. Goodman’s continued employment as of each date.

  37. Retention Bonus for Mr. Goodman

    | Vesting Date | Retention Bonus Payable | | March 17, 2022 | $450,000 | | March 17, 2023 | 450,000 | | March 17, 2024 | 900,000 |

  38. Retention Bonus for Mr. Goodman

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  39. Equity-Based Compensation Program

    Equity-Based Compensation Program Our Compensation Committee believes that the equity-based compensation program furthers our goal to attract, retain and motivate talented executives by enabling such executives to participate in the Company’s long-term growth and financial success and aligns the interests of management and stockholders. Our annual grants are equally split between: • Time-vesting Restricted Stock Units (“RSUs”); and • Performance-vesting Performance Stock Units (“PSUs”). Each RSU and PSU represents the right to receive one share of Common Stock on a future settlement date. To determine the size of grants, our Compensation Committee considers prior executive performance, level of responsibility, the executive’s ability to influence the Company’s long-term growth and business performance, among other factors. The Compensation Committee does not apply a strict methodology to these factors and does not benchmark executive pay to a particular reference point of the peer group. Company performance is highly dependent upon the timing and popularity of the films released by distributors in the markets in which we operate leading to the potential for volatility and requiring a significant number of assumptions and projections involved in setting performance goals. In making annual grants of RSUs and PSUs, the Compensation Committee approves a target award value for each participant. The award value is then divided by a stock price, which is typically the average closing price for our Common Stock over the five days preceding the date of grant, to determine the number of RSUs and PSUs granted. However, because 2024 annual grants were made subject to stockholder approval of the 2024 Equity Incentive Plan (“EIP”), the stock price used to determine the number of RSUs and PSUs granted was the average closing price for our Common Stock over the five days preceding the date that the Compensation Committee approved the grants in February 2024. Equity-based compensation components reflected in the executive compensation tables represent the aggregate grant date fair value of the award and are based upon the closing price for our Common Stock on the date of grant, which for the 2024 annual grants was the date that stockholders approved the 2024 EIP in June 2024. Since the stock prices used to calculate the grants and determine the compensation value are different, in times of high volatility, the reflected compensation may ultimately be higher or lower than that targeted by the Compensation Committee. For the 2024 grants, the price used to calculate the grants was $4.75 and the price used to calculate the compensation included in the tables was $5.15.

  40. 2024 Annual Equity Grants

    2024 Annual Equity Grants On February 22, 2024, the Compensation Committee approved grants of RSUs, and PSUs (the “2024 RSUs” and “2024 PSUs”), to certain of the Company’s employees contingent upon stockholder approval of the 2024 EIP at the 2024 annual meeting of stockholders. Our NEOs received the following grants (in units):

  41. 2024 Annual Equity Grants

    | Executive | 2024 RSUs | 2024 PSUs | Total | | Adam M. Aron | 631,579 | 631,579 | 1,263,158 | | Sean D. Goodman | 210,527 | 210,527 | 421,054 | | Daniel E. Ellis | 105,264 | 105,264 | 210,528 | | Elizabeth F. Frank | 105,264 | 105,264 | 210,528 | | Carla C. Chavarria | 84,211 | 84,211 | 168,422 |

  42. 2024 Annual Equity Grants

    Restricted Stock Units The 2024 RSUs vest ratably over a three-year period, with the first tranche vesting on the first business day of the fiscal year starting after the grant date. The executive must remain employed by the Company through the last day of the fiscal year immediately prior to the vesting date. A dividend equivalent equal to the amount paid, if any, in respect of one share of the securities underlying the RSUs begins accruing with respect to the RSUs on the date of grant. Such accrued dividend equivalents are paid to the holder upon vesting of the RSUs.

  43. 2024 Annual Equity Grants

    | | 55 |

  44. 2024 Annual Equity Grants

    Performance Stock Units The 2024 PSUs are subject to Adjusted EBITDA and free cash flow (“FCF”) performance goal conditions and service conditions over a three-year performance period. For purposes of the EIP, Adjusted EBITDA is determined in the same manner as described and defined in the Company’s 2024 Annual Report on Form 10-K. For purposes of the EIP, FCF is defined as cash flow from operating activities less gross capital expenditures and changes in construction payables. Of the 2024 PSUs, 60% were allocated to Adjusted EBITDA targets with the remaining 40% allocated to FCF targets. See “Reconciliation of Adjusted EBITDA and Free Cash Flow” below for the calculation of these numbers. Adjusted EBITDA and FCF are non-GAAP financial measures and should not be construed as an alternative to net earnings and cash flow from operating activities (each as determined in accordance with U.S. GAAP) as indicators of operating performance. Company performance is highly dependent upon the timing and popularity of the films released by distributors in the markets in which we operate, leading to the potential for volatility and requiring a significant number of assumptions and projections involved in setting performance goals. Projecting industry performance becomes exponentially more difficult as we plan further into the future and the industry continues to find itself in a turnaround situation following the COVID-19 pandemic and the actors and writers strikes. Therefore, the 2024 PSUs are divided into three tranches with each tranche allocated to a fiscal year within the three-year performance period covered by the grant (each a “Tranche Year”). Each tranche is subject to a separate performance goal applicable to its corresponding Tranche Year. At the time of approval, the Compensation Committee established the performance goals for the first Tranche Year covered by the 2024 PSUs. The subsequent tranches remain subject to substantive performance goals established and approved by the Compensation Committee in conjunction with the budgeting process for their applicable Tranche Year. Tranches are not valued and included in the compensation tables until the year in which the performance goals for their applicable Tranche Year are established. The PSUs will be forfeited upon termination of the holder’s employment for any reason prior to the end of the applicable Tranche Year. PSUs will vest based upon certification of performance for the applicable Tranche Year by the Compensation Committee. A dividend equivalent equal to the amount paid, if any, in respect of one share of the securities underlying the PSUs begins accruing with respect to the PSUs on the date of grant. Such accrued dividend equivalents are paid to the holder upon, and only to the extent of, vesting of the PSUs.

  45. 2024 Tranche Year Performance Goals & Modification

    2024 Tranche Year Performance Goals & Modification For purposes of reporting executive compensation and accounting for stock compensation expense, PSU tranches are not considered granted until such time as the performance goals are established. As a result, only the PSU tranches allocated to the 2024 Tranche Year are included in the summary compensation tables. Subsequent tranches will be included in the summary compensation tables for the years in which performance goals for such tranches are established. The 2024 Tranche Year was applicable to the following PSU awards: (i) tranche I of the 2024 PSUs, (ii) tranche II of the 2023 PSUs, and (iii) tranche III of the 2022 PSUs. The table below summarizes the number of PSUs at target allocated to the 2024 Tranche Year for each NEO:

  46. 2024 Tranche Year Performance Goals & Modification

    | | 2024 PSUs Tranche I | | 2023 PSUs Tranche II | | 2022 PSUs Tranche III | | | | Adj EBITDA | FCF | Adj EBITDA | FCF | Adj EBITDA | FCF | | Adam M. Aron | 126,316 | 84,210 | 27,058 | 18,039 | 10,764 | 7,175 | | Sean D. Goodman | 42,105 | 28,070 | 6,164 | 4,110 | 2,265 | 1,510 | | Daniel E. Ellis | 21,053 | 14,035 | 2,818 | 1,879 | 1,020 | 680 | | Elizabeth F. Frank | 21,053 | 14,035 | 2,818 | 1,879 | 1,020 | 680 | | Carla C. Chavarria | 16,842 | 11,228 | 2,234 | 1,489 | 793 | 528 |

  47. 2024 Tranche Year Performance Goals & Modification

    Company performance is highly dependent upon the timing and popularity of the films released by distributors in the markets in which we operate leading to the potential for volatility and requiring a significant number of assumptions and projections involved in setting performance goals. Box office volatility and the difficulty of making assumptions were amplified for 2024 due to the continuing impact of the WGA and SAG-AFTRA strikes. Based upon expectations that domestic box office performance would improve in 2024 to $9.0 billion and attendance in our international markets would be 397.5 million, the Company projected positive Adjusted EBITDA, but continuing negative FCF for 2024. On February 22, 2024, the Compensation Committee established the following performance goals for vesting of the PSU tranches allocated to the 2024 Tranche Year:

  48. 2024 Tranche Year Performance Goals & Modification

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  49. 2024 Tranche Year Performance Goals & Modification

    | Metric | Original 2024 Tranche Year Performance Goals | | | | | Threshold | Target | Maximum | | Adjusted EBITDA(1) | $280,160,000 | $350,200,000 | $420,240,000 | | FCF(1) | (558,600,000) | (465,500,000) | (372,400,000) | | Potential Vesting Level | 50% | 100% | 200% |

  50. 2024 Tranche Year Performance Goals & Modification

    Adjusted EBITDA and FCF are non-GAAP financial measures and should not be construed as an alternative to net earnings and cash flow from operating activities (each as determined in accordance with U.S. GAAP) as indicators of operating performance. On February 19, 2025, the Compensation Committee determined that the industry underperformance, primarily due to changes to studio movie release schedules in response to the continuing impacts of industry strikes in the prior year, had a material impact on the Company’s performance in 2024. In light of the fact that these industry impediments were outside the control of the Company and were not known at the time the performance goals were established, the Compensation Committee, in consultation with the Company’s independent compensation consultant, approved a modification to the Adjusted EBITDA performance goal applicable to equity grants allocated to the 2024 Tranche Year. The Compensation Committee did not modify the FCF performance goal applicable to equity grants allocated to the 2024 Tranche Year. The modified Adjusted EBITDA performance goal is set forth below:

  51. 2024 Tranche Year Performance Goals & Modification

    | Metric | Modified 2024 Tranche Year Performance Goal | | | | | Threshold | Target | Maximum | | Adjusted EBITDA(1) | $252,000,000 | $315,000,000 | $378,000,000 | | Potential Vesting Level | 50% | 100% | 200% |

  52. 2024 Tranche Year Performance Goals & Modification

    (1) Adjusted EBITDA is a non-GAAP financial measure and should not be construed as an alternative to net earnings (as determined in accordance with U.S. GAAP) as an indicator of operating performance. Because achievement of the performance targets prior to modification was improbable and became probable after modification, in accordance with ASC 718, Compensation—Stock Compensation, additional stock compensation for the PSUs allocated to the 2024 Tranche Year was recognizable on the modification date equal to the incremental fair value. Since the modification occurred after the end of the fiscal year, the additional stock compensation for the PSUs allocated to the 2024 Tranche Years will be included in the 2025 compensation tables. The Compensation Committee reviewed the Company’s financial results and certified achievement of $343.9 million Adjusted EBITDA and ($296.3 million) FCF (each calculated as set forth in “Reconciliation of Adjusted EBITDA and Free Cash Flow” below) for the year ended December 31, 2024. As a result, all outstanding PSU tranches allocated to the 2024 Tranche Year with an Adjusted EBITDA target vested at the 146% level and those with an FCF target vested at the 200% level. Absent the modifications approved by the Compensation Committee, the PSU tranches allocated to the 2024 Tranche Year with an Adjusted EBITDA target would have vested at the 98% level.

  53. 2023 Tranche Year Modification

    2023 Tranche Year Modification On February 22, 2024, the Compensation Committee determined that the industry underperformance and prolonged strikes by the WGA and SAG-AFTRA had a material impact on the Company’s performance in 2023. In light of the fact that these industry impediments were outside the control of the Company and were not known at the time the performance goals were established, the Compensation Committee, in consultation with the Company’s independent compensation consultant, approved modifications to the performance goals applicable to equity grants allocated to the 2023 Tranche Year. Because achievement of the performance targets prior to modification was improbable and became probable after modification, in accordance with ASC 718, Compensation—Stock Compensation, additional stock compensation for the PSUs allocated to the 2023 Tranche Year was recognizable on the modification date equal to the incremental fair value. The additional stock compensation for the PSUs allocated to the 2023 Tranche Years is included in the 2024 compensation tables that follow.

  54. 2023 Tranche Year Modification

    As a result of the modifications, all outstanding PSU tranches allocated to the 2023 Tranche Year with an Adjusted EBITDA target vested at the 200% level and those with an FCF target vested at the 200% level. Absent the modifications approved by the Compensation Committee, the PSU tranches allocated to the 2023 Tranche Year with an Adjusted EBITDA target vested at the 86% level and those with an FCF target would not have vested. The table below summarizes the incremental number of shares granted to each NEO (the “2023 Tranche Year Modification”) and the corresponding value (based upon the $4.42 closing price for our Common Stock on February 22, 2024) for the 2023 Tranche Year Modification included in the Summary Compensation Table:

  55. Independent Compensation Consultant

    Independent Compensation Consultant For compensation related decisions effective for 2024, the Compensation Committee retained the services of Aon as independent executive compensation consultant to advise the Compensation Committee on compensation matters related to the executive and director compensation programs. In 2024, Aon assisted the Compensation Committee with, among other things: • executive and director market pay analysis; • reviewing and making changes to the compensation peer group; • development of executive and director pay programs; • CEO pay recommendations; • decisions in response to the industry’s continuing recovery from the impact of the WGA and SAG-AFTRA strikes; and • assisting with the Compensation, Discussion and Analysis disclosures. Aon reported to the Compensation Committee and had direct access to the chairperson and the other members of the Compensation Committee. The Compensation Committee conducted a specific review of its relationship with Aon in 2024 and determined that Aon’s work for the Compensation Committee did not raise any conflicts of interest. Aon’s work has conformed to the independence factors and guidance provided by the Dodd-Frank Act, the SEC, and the NYSE. During 2024, the Compensation Committee issued a request for proposals in connection with its engagement of an independent executive compensation consultant. Following the request for proposals process, which included written submissions and interviews, the Compensation Committee selected Korn Ferry as its independent executive compensation consultant to replace Aon and advise the Compensation Committee on compensation matters related to the executive and director compensation programs for 2025.

  56. 2024 Peer Group

    2024 Peer Group The Company has adopted a peer group of companies as a reference group to provide a broad perspective on competitive pay levels and practices. Peer companies were selected based on industry classification, company size in terms of revenue and market capitalization, and similarity in business operations. The Compensation Committee periodically reviews and updates the peer group, as necessary, upon recommendation of its independent executive compensation consultant. Based on the foregoing selection factors, the Compensation Committee reviewed the 2023 peer group composition and made no changes for 2024. For 2024, the Company’s peer group consisted of the following 20 companies:

  57. 2024 Peer Group

    | AMC Networks Inc. Bloomin’ Brands, Inc. Brinker International, Inc. Carnival Corporation Cinemark Holdings Inc. Darden Restaurants, Inc Formula One Group | Hilton Worldwide Holdings, Inc. Hyatt Hotels Corporation IMAX Corporation Lions Gate Entertainment Corp Live Nation Entertainment, Inc. Marriott International, Inc. Norwegian Cruise Line Holdings, Ltd. | Roku, Inc. Royal Caribbean Cruises, Ltd. Sinclair Broadcast Group, Inc. TEGNA, Inc Warner Bros. Discovery, Inc. Wyndham Hotels & Resorts, Inc. |

  58. 2024 Peer Group

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  59. Equity Award Grant Practices

    Equity Award Grant Practices We do not currently grant stock options as part of our equity-based incentive compensation program. In 2024, our NEOs and certain other employees received RSUs and PSUs. The number of RSUs and PSUs granted to each recipient is determined by dividing the individual’s award value by the average closing price for our Common Stock over the five days preceding the date of grant. Equity awards are not granted in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information based on equity award grant dates. The Compensation Committee approves annual equity-based incentive awards at approximately the same time every year, although in certain circumstances, including the appointment of a director or the hiring or promotion of an officer, the Compensation Committee may approve grants to be effective at other times. The timing of grants is in accordance with our yearly compensation cycle and generally occurs after the Compensation Committee meeting in February of each year. The Company has not timed the disclosure of material nonpublic information to affect the value of compensation. Any coordination between a grant and the release of information that could be expected to affect such grant’s value is precluded by the predetermined schedule. While the grant date for 2024 equity awards was in June 2024, the Compensation Committee approved NEO equity awards at its February 2024 meeting, subject to stockholder approval at the 2024 annual meeting stockholders of our 2024 EIP.

  60. Non-Qualified Deferred Compensation Program

    Non-Qualified Deferred Compensation Program There were no Non-Qualified Deferred Compensation Programs in place during the year ended December 31, 2024.

  61. Severance and Other Benefits Upon Termination of Employment

    Severance and Other Benefits Upon Termination of Employment As described in more detail below under “Compensation Discussion and Analysis—Potential Payments Upon Termination or Change of Control,” pursuant to their employment agreements, each of our current NEOs is entitled to severance benefits in the event of termination of employment without cause or resignation for good reason (as defined in their respective employment agreements). In the event of a change of control, we believe that the occurrence, or potential occurrence, of a change of control transaction will create uncertainty regarding the continued employment of our executive officers. This uncertainty results from the fact that many change of control transactions result in significant organizational changes, particularly at the senior executive level. In order to encourage certain of our executive officers to remain employed with us during an important time when their prospects for continued employment following the transaction are often uncertain, we provide the executives with severance benefits if they terminate their employment within a certain number of days following specified changes in their compensation, responsibilities or benefits following a change of control. Accordingly, we provide such protections for each of the NEOs and for other of our senior officers in their respective employment agreements. The Compensation Committee evaluates the level of severance benefits provided to our executive officers on a case-by-case basis. We consider these severance protections are set at a conservative level when compared with competitive practices.

  62. Summary Compensation Table

    Summary Compensation Table The following table presents information regarding compensation of our principal executive officer and our principal financial officer, and our three other most highly compensated executive officers for services rendered during the year ended December 31, 2024. These individuals are referred to as “NEOs.”

  63. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | | Adam M. Aron | 2024 | $1,500,000 | $— | $5,444,104 | $4,380,000 | $29,868 | $11,353,972 | | Chairman, Chief Executive | 2023 | 1,500,000 | — | 17,908,855 | 6,000,000 | 23,106 | 25,431,961 | | Officer, President and | 2022 | 1,500,000 | — | 16,194,055 | 6,000,000 | 22,106 | 23,716,161 | | Director | | | | | | | | | Sean D. Goodman(4) | 2024 | 840,385 | 1,000,000 | 1,688,437 | 1,241,000 | 17,154 | 4,786,976 | | Executive Vice President, | 2023 | 800,000 | 450,000 | 3,891,036 | 1,600,000 | 16,554 | 6,757,590 | | International Operations, Chief Financial Officer and | 2022 | 800,000 | 450,000 | 3,408,536 | 1,600,000 | 15,554 | 6,274,090 | | Treasurer | | | | | | | | | Daniel E. Ellis | 2024 | 619,231 | — | 829,030 | 563,875 | 16,612 | 2,208,748 | | Executive Vice President, | 2023 | 595,000 | — | 1,704,558 | 703,885 | 16,012 | 3,019,456 | | Chief Operations and | 2022 | 585,385 | — | 1,489,373 | 696,150 | 13,569 | 2,784,477 | | Development Officer | | | | | | | | | Elizabeth F. Frank(5) | 2024 | 619,231 | — | 838,696 | 555,750 | 16,612 | 2,030,289 | | Former Executive Vice President, | 2023 | 595,000 | 25,000 | 1,931,449 | 711,620 | 14,704 | 3,277,774 | | Worldwide Programming | 2022 | 591,154 | — | 1,716,758 | 696,150 | 13,652 | 3,017,714 | | and Chief Content Officer | | | | | | | | | Carla C. Chavarria(6) | 2024 | 535,798 | — | 666,837 | 480,835 | 16,204 | 1,699,675 | | Senior Vice President, Chief | | | | | | | | | Human Resources Officer | | | | | | | |

  64. Summary Compensation Table

    (1) As required by SEC Rules, amounts shown in this column, “Stock Awards,” present the aggregate grant or modification date fair value of RSUs, PSUs and stock awards granted or modified in each year in accordance with ASC 718, Compensation—Stock Compensation and represents the value based on the probable outcome of performance conditions. See also Note 9—Stockholders’ Deficit to our audited financial statements for the year ended December 31, 2024, included in the Company’s 2024 Annual Report on Form 10-K. These awards and modifications were made under the provisions of the equity-based incentive compensation program. See “Compensation Discussion and Analysis—Equity-Based Compensation Program” above for information regarding the awards, modifications, and the performance criteria. In 2024, the Company modified 2023 Tranche Year PSUs, granted 2024 RSUs and 2024 PSUs to officers, and established performance goals for the 2024 Tranche Year which were applicable to tranche I of the 2024 PSUs, tranche II of the 2023 PSUs and tranche III of the 2022 PSUs. For compensation purposes, PSU tranches are not considered granted until such time as the performance goals are established. As a result, only the fair value of PSU tranches allocated to the 2024 Tranche Year are included in the summary compensation tables. The fair value for subsequent tranches will not be determined until performance goals for such tranches are established and will be included in the summary compensation tables for such years as applicable. The incremental value resulting from the 2023 Tranche Year Modification approved in 2024 is included in 2024 compensation. See “Compensation Discussion and Analysis—2023 Tranche Year Modification” above for additional information.

  65. Summary Compensation Table

    | 62 | |

  66. Summary Compensation Table

    The fair value of the 2023 Tranche Year Modification and the tranches of the 2023 PSUs and 2022 PSUs allocated to the 2024 Tranche Year was based on the closing price of the Company’s Common Stock of $4.42 on the grant approval date of February 22, 2024. Because the 2024 RSUs and the 2024 PSUs allocated to the 2024 Tranche Year were granted contingent on stockholder approval of the 2024 EIP, the fair value at grant of the 2024 RSUs and the tranches of the 2024 PSUs allocated to the 2024 Tranche Year was based on the closing price of the Company’s Common Stock of $5.15 on June 5, 2024, the date that stockholders approved the 2024 EIP. Had the grants been valued using the closing price of our Common Stock on April 29, 2025, of $2.68, the resulting value would be $2,928,214, $899,513, $440,546, $446,408, and $354,628 for Mr. Aron, Mr. Goodman, Mr. Ellis, Ms. Frank, and Ms. Chavarria, respectively. For the 2024 Tranche Year PSUs, the amount above includes the probable outcome at the time of grant. For the RSUs and the 2023 Tranche Year Modification, the target/actual value is included. The probable and maximum value of the 2024 Tranche Year PSUs at grant is detailed below:

  67. Summary Compensation Table

    | | Probable | Maximum | | Adam M. Aron | | | | EIP—2024 PSU | $1,084,209 | $2,168,418 | | EIP—2023 PSU | 199,329 | 398,658 | | EIP—2022 PSU | 79,290 | 158,581 | | Sean D. Goodman | | | | EIP—2024 PSU | 361,401 | 722,803 | | EIP—2023 PSU | 45,411 | 90,822 | | EIP—2022 PSU | 16,686 | 33,371 | | Daniel E. Ellis | | | | EIP—2024 PSU | 180,703 | 361,406 | | EIP—2023 PSU | 20,761 | 41,521 | | EIP—2022 PSU | 7,514 | 15,028 | | Elizabeth F. Frank | | | | EIP—2024 PSU | 180,703 | 361,406 | | EIP—2023 PSU | 20,761 | 41,521 | | EIP—2022 PSU | 7,514 | 15,028 | | Carla C. Chavarria | | | | EIP—2024 PSU | 144,561 | 289,121 | | EIP—2023 PSU | 16,456 | 32,911 | | EIP—2022 PSU | 5,839 | 11,678 |

  68. Summary Compensation Table

    (2) See “Compensation Discussion and Analysis—Annual Incentive Program” above for a discussion of the terms of our AIP. (3) All Other Compensation is comprised of Company matching contributions under our 401(k) savings plan which is a qualified defined contribution plan and life insurance premiums. The following table summarizes “All Other Compensation” provided to the NEOs for the year ended December 31, 2024:

  69. Summary Compensation Table

    | | Company Matching Contributions to 401(k) Plan | Life Insurance Premiums | Total | | Adam M. Aron | $13,800 | $16,068 | $29,868 | | Sean D. Goodman | 13,800 | 3,354 | 17,154 | | Daniel E. Ellis | 13,800 | 2,812 | 16,612 | | Elizabeth F. Frank | 13,800 | 2,812 | 16,612 | | Carla C. Chavarria | 13,800 | 2,404 | 16,204 |

  70. Summary Compensation Table

    (4) Mr. Goodman received the first installment of a special cash retention bonus in 2022. the second installment in 2023 and the final installment in 2024. See “Compensation Discussion and Analysis—Retention Bonus for Mr. Goodman” above for additional information on the bonus. In addition, Mr. Goodman received a discretionary bonus of $100,000 for his contributions to the Company’s financial restructuring transactions that closed in July 2024. (5) Ms. Frank resigned from the Company, effective February 7, 2025. Ms. Chavarria was not a NEO in 2022 or 2023.

  71. Summary Compensation Table

    | | 63 |

  72. Limitation of Liability and Indemnification of Directors and Officers

    Limitation of Liability and Indemnification of Directors and Officers We have entered into indemnification agreements with each of our directors and officers. These indemnification agreements may require us, among other things, to indemnify our directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct. These indemnification agreements may also require us to advance any expenses incurred by the directors or officers as a result of any proceeding against them as to which they could be indemnified and to obtain directors’ and officers’ insurance, if available on reasonable terms.

  73. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024 The following table presents information regarding the outstanding equity awards held by our NEOs as of December 31, 2024:

  74. Outstanding Equity Awards as of December 31, 2024

    | | | | Stock Awards | | | | | | | | | | Equity Incentive Plan Awards: | | | Name | Grant Date | Award Type | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(1) | Market or Payout Value of Shares, Units, or Other Rights That Have Not Vested ($)(2) | | Adam M. Aron | | | | | | | | EIP—2022 RSU—(3) | 3/2/22 | RSU | 17,943 | 71,413 | — | — | | EIP—2022 PSU—Adj. EBITDA—Tranche III—(4) | 3/2/22 | PSU | — | — | 21,528 | 85,681 | | EIP—2022 PSU—FCF—Tranche III—(5) | 3/2/22 | PSU | — | — | 14,350 | 57,113 | | EIP—2023 RSU—(6) | 2/23/23 | RSU | 90,195 | 358,976 | — | — | | EIP—2023 PSU—Adj. EBITDA—Tranche II—(7) | 2/23/23 | PSU | — | — | 54,116 | 215,382 | | EIP—2023 PSU—FCF—Tranche II—(8) | 2/23/23 | PSU | — | — | 36,078 | 143,590 | | EIP—2024 RSU—(9) | 6/5/24 | RSU | 631,579 | 2,513,684 | — | — | | EIP—2024 PSU—Adj. EBITDA—Tranche I—(10) | 6/5/24 | PSU | — | — | 252,632 | 1,005,475 | | EIP—2024 PSU—FCF—Tranche I—(11) | 6/5/24 | PSU | — | — | 168,420 | 670,312 | | Sean D. Goodman | | | | | | | | EIP—2022 RSU—(3) | 3/2/22 | RSU | 3,779 | 15,040 | — | — | | EIP—2022 PSU—Adj. EBITDA—Tranche III—(4) | 3/2/22 | PSU | — | — | 4,530 | 18,029 | | EIP—2022 PSU—FCF—Tranche III—(5) | 3/2/22 | PSU | — | — | 3,020 | 12,020 | | EIP—2023 RSU—(6) | 2/23/23 | RSU | 20,546 | 81,773 | — | — | | EIP—2023 PSU—Adj. EBITDA—Tranche II—(7) | 2/23/23 | PSU | — | — | 12,328 | 49,065 | | EIP—2023 PSU—FCF—Tranche II—(8) | 2/23/23 | PSU | — | — | 8,220 | 32,716 | | EIP—2024 RSU—(9) | 6/5/24 | RSU | 210,527 | 837,897 | | | | EIP—2024 PSU—Adj. EBITDA—Tranche I—(10) | 6/5/24 | PSU | — | — | 84,210 | 335,156 | | EIP—2024 PSU—FCF—Tranche I—(11) | 6/5/24 | PSU | — | — | 56,140 | 223,437 | | Daniel E. Ellis | | | | | | | | EIP—2022 RSU—(3) | 3/2/22 | RSU | 1,701 | 6,770 | — | — | | EIP—2022 PSU—Adj. EBITDA—Tranche III—(4) | 3/2/22 | PSU | — | — | 2,040 | 8,119 | | EIP—2022 PSU—FCF—Tranche III—(5) | 3/2/22 | PSU | — | — | 1,360 | 5,413 | | EIP—2023 RSU—(6) | 2/23/23 | RSU | 9,394 | 37,388 | — | — | | EIP—2023 PSU—Adj. EBITDA—Tranche II—(7) | 2/23/23 | PSU | — | — | 5,636 | 22,431 | | EIP—2023 PSU—FCF—Tranche II—(8) | 2/23/23 | PSU | — | — | 3,758 | 14,957 | | EIP—2024 RSU—(9) | 6/5/24 | RSU | 105,264 | 418,951 | — | — | | EIP—2024 PSU—Adj. EBITDA—Tranche I—(10) | 6/5/24 | PSU | — | — | 42,106 | 167,582 | | EIP—2024 PSU—FCF—Tranche I—(11) | 6/5/24 | PSU | — | — | 28,070 | 111,719 | | Elizabeth F. Frank | | | | | | | | EIP—2022 RSU—(3) | 3/2/22 | RSU | 1,701 | 6,770 | — | — | | EIP—2022 PSU—Adj. EBITDA—Tranche III—(4) | 3/2/22 | PSU | — | — | 2,040 | 8,119 | | EIP—2022 PSU—FCF—Tranche III—(5) | 3/2/22 | PSU | — | — | 1,360 | 5,413 | | EIP—2023 RSU—(6) | 2/23/23 | RSU | 9,394 | 37,388 | — | — | | EIP—2023 PSU—Adj. EBITDA—Tranche II—(7) | 2/23/23 | PSU | — | — | 5,636 | 22,431 | | EIP—2023 PSU—FCF—Tranche II—(8) | 2/23/23 | PSU | — | — | 3,758 | 14,957 | | EIP—2024 RSU—(9) | 6/5/24 | RSU | 105,264 | 418,951 | — | — | | EIP—2024 PSU—Adj. EBITDA—Tranche I—(10) | 6/5/24 | PSU | — | — | 42,106 | 167,582 | | EIP—2024 PSU—FCF—Tranche I—(11) | 6/5/24 | PSU | — | — | 28,070 | 111,719 | | Charla C. Chavarria | | | | | | | | EIP—2022 RSU—(3) | 3/2/22 | RSU | 1,323 | 5,266 | — | — | | EIP—2022 PSU—Adj. EBITDA—Tranche III—(4) | 3/2/22 | PSU | — | — | 1,586 | 6,312 | | EIP—2022 PSU—FCF—Tranche III—(5) | 3/2/22 | PSU | — | — | 1,056 | 4,203 | | EIP—2023 RSU—(6) | 2/23/23 | RSU | 7,446 | 29,635 | — | — | | EIP—2023 PSU—Adj. EBITDA—Tranche II—(7) | 2/23/23 | PSU | — | — | 4,468 | 17,783 | | EIP—2023 PSU—FCF—Tranche II—(8) | 2/23/23 | PSU | — | — | 2,978 | 11,852 | | EIP—2024 RSU—(9) | 6/5/24 | RSU | 84,211 | 335,160 | — | — | | EIP—2024 PSU—Adj. EBITDA—Tranche I—(10) | 6/5/24 | PSU | — | — | 33,684 | 134,062 | | EIP—2024 PSU—FCF—Tranche I—(11) | 6/5/24 | PSU | — | — | 22,456 | 89,375 |

  75. Outstanding Equity Awards as of December 31, 2024

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  76. Outstanding Equity Awards as of December 31, 2024

    Amount shown in this column represents the number of unvested units. Each unit will convert into one share of Common Stock immediately upon vesting. See “Compensation Discussion and Analysis—Equity-Based Compensation Program” above. (2) The fair market value was calculated based on the closing price of the Company’s Common Stock on December 30, 2024, of $3.98 per share. (3) Amounts shown in this row represent the number of unvested and year-end market value of the 2022 RSU award. This award vested on January 2, 2025. (4) Amounts shown in this row represent the number of unvested and the year-end market value of tranche III of the 2022 PSU award with an Adjusted EBITDA performance goal. The 2022 PSU awards were originally granted on March 2, 2022, with performance goals established for tranche III on February 22, 2024. Tranche III consists of PSUs with a one-year performance goal covering a performance period beginning January 1, 2024, and ending on December 31, 2024. The PSUs vest upon certification of achievement of the performance goals and based upon the executive’s employment through December 31, 2024. Subsequent to year-end, the Compensation Committee modified the Adjusted EBITDA performance goal covering tranche III, certified performance attainment and approved vesting at 146% of target, so the values reflected represent the maximum level of potential vesting. This tranche vested on February 19, 2025. (5) Amounts shown in this row represent the number of unvested and the year-end market value of tranche III of the 2022 PSU award with an FCF performance goal. The 2022 PSU awards were originally granted on March 2, 2022, with performance goals established for tranche III on February 22, 2024. Tranche III consists of PSUs with a one-year performance goal covering a performance period beginning January 1, 2024, and ending on December 31, 2024. The PSUs vest upon certification of achievement of the performance goals and based upon the executive’s employment through December 31, 2024. Subsequent to year-end, the Compensation Committee certified performance attainment and approved vesting at 200% of target, so the values reflected represent the maximum level of potential vesting. This tranche vested on February 19, 2025. (6) Amounts shown in this row represent the number of unvested and year-end market value of the 2023 RSU award. One half of this amount vested on January 2, 2025, and the remainder will vest on January 2, 2026, subject to continued employment. (7) Amounts shown in this row represent the number of unvested and the year-end market value of tranche II of the 2023 PSU award with an Adjusted EBITDA performance goal. The 2023 PSU awards were originally granted on February 23, 2023, with performance goals established for tranche II on February 22, 2024. Tranche II consists of PSUs with a one-year performance goal covering a performance period beginning January 1, 2024, and ending on December 31, 2024. The PSUs vest upon certification of achievement of the performance goals and based upon the executive’s employment through December 31, 2024. Performance goals for tranche III of the 2023 PSUs have not been set and amounts for such awards are not included in this table. Subsequent to year-end, the Compensation Committee modified the Adjusted EBITDA performance goal covering tranche II, certified performance attainment and approved vesting at 146% of target, so the values reflected represent the maximum level of potential vesting. This tranche vested on February 19, 2025. (8) Amounts shown in this row represent the number of unvested and the year-end market value of tranche II of the 2023 PSU award with an FCF performance goal. The 2023 PSU awards were originally granted on February 23, 2023, with performance goals established for tranche II on February 22, 2024. Tranche II consists of PSUs with a one-year performance goal covering a performance period beginning January 1, 2024, and ending on December 31, 2024. The PSUs vest upon certification of achievement of the performance goals and based upon the executive’s employment through December 31, 2024. Performance goals for tranche III of the 2023 PSUs have not been set and amounts for such awards are not included in this table. Subsequent to year-end, the Compensation Committee certified performance attainment and approved vesting at 200% of target, so the values reflected represent the maximum level of potential vesting. This tranche vested on February 19, 2025. (9) Amounts shown in this row represent the number of unvested and year-end market value of the 2024 RSU award. One-third of this amount vested on January 2, 2025, and an additional one-third will vest on each of January 2, 2026 and January 4, 2027, subject to continued employment. (10) Amounts shown in this row represent the number of unvested and the year-end market value of tranche I of the 2024 PSU award with an Adjusted EBITDA performance goal. The 2024 PSU awards were approved on February 22, 2024, with performance goals established for tranche I on the same date. 2024 PSUs were granted on June 5, 2024 after stockholders approved the 2024 EIP. Tranche I consists of PSUs with a one-year performance goal covering a performance period beginning January 1, 2024, and ending on December 31, 2024. The PSUs vest upon certification of achievement of the performance goals and based upon the executive’s employment through December 31, 2024. Performance goals for tranches II and III of the 2024 PSUs have not been set and amounts for such awards are not included in this table. Subsequent to year-end, the Compensation Committee modified the Adjusted EBITDA performance goal covering tranche I, certified performance attainment and approved vesting at 146% of target, so the values reflected represent the maximum level of potential vesting. This tranche vested on February 19, 2025. Amounts shown in this row represent the number of unvested and the year-end market value of tranche I of the 2024 PSU award with an FCF performance goal. The 2024 PSU awards were awarded on February 22, 2024, with performance goals established for tranche I on the same date. 2024 PSUs were granted on June 5, 2024 after stockholders approved the 2024 EIP. Tranche I consists of PSUs with a one-year performance goal covering a performance period beginning January 1, 2024, and ending on December 31, 2024. The PSUs vest upon certification of achievement of the performance goals and based upon the executive’s employment through December 31, 2024. Performance goals for tranches II and III of the 2024 PSUs have not been set and amounts for such awards are not included in this table. Subsequent to year-end, the Compensation Committee certified performance attainment and approved vesting at 200% of target for tranche I, so the values reflected represent the maximum level of potential vesting. This tranche vested on February 19, 2025.

  77. Outstanding Equity Awards as of December 31, 2024

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  78. Option Exercises and Stock Vested

    Option Exercises and Stock Vested There were no options issued by the Company or exercised during the year ended December 31, 2024. The following table sets forth information on the vesting of the RSUs and PSUs for each NEO during the year ended December 31, 2024.

  79. Option Exercises and Stock Vested

    | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($) | | Adam M. Aron | | | | EIP—RSU(2) | 126,328 | $771,864 | | EIP—PSU(3) | 252,666 | 1,116,784 | | Sean D. Goodman | | | | EIP—RSU(2) | 27,553 | 168,349 | | EIP—PSU(3) | 55,108 | 243,577 | | Daniel E. Ellis | | | | EIP—RSU(2) | 11,880 | 72,587 | | EIP—PSU(3) | 23,768 | 105,055 | | Elizabeth F. Frank | | | | EIP—RSU(2) | 13,358 | 81,617 | | EIP—PSU(3) | 26,716 | 118,085 | | Carla C. Chavarria | | | | EIP—RSU(2) | 10,107 | 61,754 | | EIP—PSU(3) | 20,220 | 89,372 |

  80. Option Exercises and Stock Vested

    (1) The amount in this column reflects the number of shares underlying RSUs and PSUs that vested during the year ended December 31, 2024. (2) The aggregate value upon vesting was calculated by multiplying the closing price of the Company’s Common Stock of $6.11 on January 2, 2024 (the vesting date) by the number of shares acquired on vesting of RSUs. Amounts shown are gross amounts prior to withholding to cover tax obligations upon vesting. The aggregate value upon vesting was calculated by multiplying the closing price of the Company’s Common Stock of $4.42 on February 22, 2024 (the vesting date) by the number of shares acquired on vesting of PSUs based upon attainment of performance targets (as modified). Amounts shown are gross amounts prior to withholding to cover tax obligations upon vesting.

  81. Option Exercises and Stock Vested

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  82. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The following table describes potential payments and other benefits that would have been received or receivable by each NEO or his or her estate under the officer’s employment agreement or related plans and agreements if employment had been terminated under various circumstances on December 31, 2024. Ms. Frank is excluded from the table, as she voluntarily terminated her employment with the Company on February 7, 2025 and did not receive such payments or other benefits.

  83. Potential Payments Upon Termination or Change of Control

    | Name | Termination Following a Change of Control | Death or Disability | Termination With Good Reason by Employee | Termination Without Cause by Company | Retirement | | Adam M Aron | | | | | | | Base Salary | $2,250,000 | $— | $2,250,000 | $2,250,000 | $— | | AIP | 9,000,000 | — | 9,000,000 | 9,000,000 | — | | Unvested Equity Awards | 6,000,000 | — | 6,000,000 | 6,000,000 | — | | Total | 17,250,000 | — | 17,250,000 | 17,250,000 | — | | Sean D. Goodman | | | | | | | Base Salary | 850,000 | — | 850,000 | 850,000 | — | | AIP | — | — | — | — | — | | Unvested Equity Awards | 1,869,406 | — | — | — | — | | Total | 2,719,406 | — | 850,000 | 850,000 | — | | Daniel E. Ellis | | | | | | | Base Salary | 625,000 | — | 625,000 | 625,000 | — | | AIP | — | — | — | — | — | | Unvested Equity Awards | 926,214 | — | — | — | — | | Total | 1,551,214 | — | 625,000 | 625,000 | — | | Carla C. Chavarria | | | | | | | Base Salary | 1,081,500 | — | 1,081,500 | 1,081,500 | — | | AIP | — | — | — | — | — | | Unvested Equity Awards | 740,105 | — | — | — | — | | Total | 1,821,605 | — | 1,081,500 | 1,081,500 | — |

  84. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship between the annual total compensation of our CEO, Mr. Adam M. Aron, and the annual total compensation of our employees. This pay ratio is a reasonable estimate calculated in good faith, in a manner consistent with Item 402(u) of Regulation S-K, based on our payroll and employment records and the methodology described below. The SEC rules for identifying the “median employee” and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratios reported by other companies may not be comparable to the pay ratio set forth below, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. For the year ended December 31, 2024: • The median of the annual total compensation of all employees of the Company (other than our CEO) was $11,659. • The annual total compensation of our CEO, as reported in the Summary Compensation Table presented elsewhere in this Proxy Statement, was $11,353,972. • Based on this information, for 2024 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 974 to 1. Following are the methodology and material assumptions we applied to identify the median of the annual total compensation of all employees, as well as to determine the annual total compensation of the “median employee”: • We selected December 31, 2024, the last day of our fiscal year, as the date upon which to identify the median employee. • We prepared a list of all active employees as of December 31, 2024, resulting in a list of approximately 33,382 employees in 10 countries with approximately 23,764 employees based in the U.S. and 9,618 based internationally. No countries were omitted from our determination process. • We determined to use total earnings for the twelve months ended December 31, 2024, as our compensation measure. Total earnings include regular pay and additional pay elements such as overtime and tips. We used this measurement as this pay data was readily available in all our locations and representative of our compensation structure. • We did not make any cost-of-living adjustment in identifying the median employee and we annualized the compensation of all permanent employees included in the sample who were hired in 2024 but did not work for the entire year. • We determined the median amount of compensation from the compiled list and the related employee was selected as our median employee. Our median employee is a part-time theatre-level film crew employee in the U.S. For the median employee, we combined all elements of the respective employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K and consistent with the determination of the total compensation of our CEO, as reported in the Summary Compensation Table presented elsewhere in this Proxy Statement.

  85. Pay Ratio Disclosure

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  86. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between Company’s financial performance and the “Compensation Actually Paid” to (i) our principal executive officer (“PEO”) and (ii) our NEOs other than the PEO, on an average basis (“Non-PEO NEOs”) for each of the fiscal years ending December 31, 2020, 2021, 2022, 2023 and 2024. The amounts shown for “Compensation Actually Paid” have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. For detail on our executive compensation programs, see the CD&A and the compensation tables above.

  87. Pay versus Performance

    | | | | | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based On: | | | | | Year(1) | Summary Compensation Table for PEO | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs | | Total Shareholder Return(3) | Peer Group Total Shareholder Return(3) | Net Loss(4) (millions) | Adjusted EBITDA(5) (millions) | | 2024 | $11,353,972 | $10,419,925 | $2,636,422 | $2,469,665 | $10.25 | $101.66 | $(352.6) | $343.9 | | 2023 | 25,431,961 | 8,906,933 | 3,952,811 | 1,891,511 | 15.76 | 49.84 | (396.6) | 454.3 | | 2022 | 23,716,161 | (16,102,151) | 3,661,539 | (1,410,136) | 92.50 | 36.55 | (973.6) | 46.6 | | 2021 | 18,909,546 | 94,110,594 | 3,294,830 | 14,147,248 | 379.74 | 57.66 | (1,269.8) | (291.7) | | 2020 | 20,926,785 | 11,598,195 | 2,757,888 | 1,133,986 | 29.60 | 60.85 | (4,589.4) | (999.2) |

  88. Pay versus Performance

    (1) For each of 2020, 2021, 2022, 2023 and 2024, Adam M. Aron served as the Company’s PEO. For 2020, the Company’s Non-PEO NEOs were Craig R. Ramsey, Sean D. Goodman, John D. McDonald, Elizabeth F. Frank, and Stephen A. Colanero. For 2021, the Company’s Non-PEO NEOs were Sean D. Goodman, John D. McDonald, Elizabeth F. Frank, and Stephen A. Colanero. For 2022 and 2023, the Company’s Non-PEO NEOs were Sean D. Goodman, Daniel E. Ellis, Elizabeth F. Frank, and Kevin M. Connor. For 2024, the Company’s Non-PEO NEOs were Sean D. Goodman, Daniel E. Ellis, Elizabeth F. Frank, and Carla C. Chavarria. (2) The table below sets forth the adjustments to Total Compensation as reported in the Summary Compensation Tables used in calculating the Compensation Actually Paid for the year ended December 31, 2024. Fair Value, FMV, or change in Fair Value, as applicable, of equity awards was determined by reference to (i) for RSU awards, closing prices on applicable year-end date or the actual vesting dates, and (ii) for PSU awards, the same valuation methodology as RSU awards except year-end and vesting date values are multiplied by the probability of achievement as of each such date.

  89. Pay versus Performance

    | | 2024 | | | | PEO | Average Non-PEO NEOs | | Total Reported in Summary Compensation Table (“SCT”) | $11,353,972 | $2,636,422 | | Less, Value of Stock Awards Reported in SCT | (5,444,104) | (1,005,750) | | Less, Change in Pension Value in SCT | — | — | | Plus, Pension Service Cost and Impact of Pension Plan Amendments | — | — | | Plus, Year-End Value of Current Year Awards that are Unvested and Outstanding | 4,024,914 | 779,384 | | Plus, Change in Fair Value of Prior Year Awards that are Unvested and Outstanding | (231,415) | (29,577) | | Plus, FMV at Vesting of Current Year Awards that Vested this Year | 828,644 | 103,143 | | Plus, Change in Fair Value at Vesting of Prior Year Awards that Vested this Year | (112,086) | (13,957) | | Less, Prior Year Fair Value of Prior Year Awards that Forfeited this Year | — | — | | Plus, Value of Accrued Dividend Equivalents Paid Upon Vesting of Awards this Year | — | — | | Compensation Actually Paid | 10,419,925 | 2,469,665 |

  90. Pay versus Performance

    | | 73 |

  91. Pay versus Performance

    The Total Shareholder Return (“TSR”) for each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on December 31, 2019. The Peer Group TSR reflects the Company’s peer group consisting of Cinemark Holdings, Inc. (CNK) and IMAX Corporation (IMAX) as reflected in the Company’s Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K for the fiscal year ended December 31, 2024. Historical stock performance is not necessarily indicative of future stock performance. (4) Reflects the Company’s Net Loss prepared in accordance with U.S. GAAP and reported in its Annual Report on Form 10-K for the applicable fiscal year. The Company chose Adjusted EBITDA as its Company Selected Measure for the most recent fiscal year because it is a key performance metric utilized in both the AIP and PSU grants under the EIP. Adjusted EBITDA is a non-GAAP financial measure and is determined in the same manner as described and defined in the Company’s Annual Report on Form 10-K (see Appendix A of this Proxy Statement for the calculation of Adjusted EBITDA for the fiscal year ended December 31, 2024). This performance measure may not have been the most important financial performance measure for prior fiscal years, and we may determine a different performance measure to be the most important financial performance measure in future years.

  92. Pay versus Performance

    | 74 | |

  93. Graphical Representation of Compensation Actually Paid and Financial Performance Measures

    Graphical Representation of Compensation Actually Paid and Financial Performance Measures

  94. Graphical Representation of Compensation Actually Paid and Financial Performance Measures

    | | 75 |