DEF 14A of Amc Entertainment Holdings, Inc.
Filed Aug 10, 2026 · FY20250001104659-26-093412
ALL STOCKHOLDERS ARE EXTENDED A CORDIAL INVITATION TO ATTEND THE ANNUAL MEETING OF STOCKHOLDERS
| DIRECTOR COMPENSATION | 37 | | Non-Employee Director Compensation | 37 | | Director Compensation Table | 38 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 39 | | DELINQUENT SECTION 16(A) REPORTS | 41 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 42 | | Policies and Procedures with Respect to Related Person Transactions | 42 | | Related Person Transactions | 42 | | PROPOSAL 6: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 43 | | AUDIT COMMITTEE REPORT | 44 | | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 45 | | Audit Committee Pre-Approval Process | 45 | | COMPENSATION COMMITTEE REPORT | 46 | | COMPENSATION DISCUSSION AND ANALYSIS | 47 | | Consideration of Say-on-Pay Results | 47 | | EXECUTIVE SUMMARY | 49 | | 2025 Business Review | 49 | | Compensation Decisions | 49 | | How Our Compensation Program Works | 51 | | Components of Our Pay | 52 | | Pay Mix | 52 | | EXECUTIVE COMPENSATION PHILOSOPHY AND PROGRAM OBJECTIVES | 53 | | EXECUTIVE COMPENSATION PROGRAM ELEMENTS | 53 | | Base Salaries | 53 | | Annual Incentive Program | 54 | | Payout Opportunities | 54 | | 2025 Performance Goals | 54 | | 2025 Payouts | 55 | | Equity-Based Incentive Compensation Program | 56 | | 2025 Annual Equity Grants | 56 | | CEO Strategic Initiatives | 57 | | 2025 Tranche Year Performance Goals and Modification | 58 | | 2024 Tranche Year Modification | 59 | | COMPENSATION SETTING PROCESS | 61 | | Independent Compensation Consultant | 61 | | 2025 Peer Group | 61 | | OTHER COMPENSATION PRACTICES | 62 | | Compensation Clawback Policy | 62 | | Executive Stock Ownership Guidelines | 62 | | Equity Award Grant Practices | 62 | | Anti-Hedging Policy | 62 | | Anti-Pledging Policy | 63 | | Retirement Benefits | 63 | | Non-Qualified Deferred Compensation Program | 63 |
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 2027 annual meeting and until their successors are duly elected and qualified or (ii) vote to elect three individuals to be elected as Class III directors to hold a term of office from the date of their election until the Company’s 2029 annual meeting and until their successors are duly elected and qualified. 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 2027 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 III directors to hold a term of office from the date of their election until the Company’s 2029 annual meeting and until their successors are duly elected and qualified. Under Proposal 2(b), the three nominees for election as Class III directors are: Denise M. Clark, Sonia Jain and Keri S. Putnam.
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.
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.
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.
Nominees for Election as Directors
| | 13 |
Ms. Sonia Jain
Ms. Sonia Jain Ms. Jain, 47, 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, 80, 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 Cast and Crew LLC and 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.
Mr. Philip Lader
Mr. Philip Lader Mr. Lader, 80, 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,
Mr. Philip Lader
| 16 | |
Mr. Philip Lader
he was Executive Vice President of Sir James Goldsmith’s US holdings and was President of Sea Pines Company, President of universities in South Carolina and Australia, and President of 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.
Mr. Gary F. Locke
Mr. Gary F. Locke Mr. Locke, 76, 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 the state of Washington. 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.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following section presents information regarding the compensation paid during the year ended December 31, 2025, 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.
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, effective January 1, 2025, pursuant to which Non-Employee Directors were compensated for their service to the Company in 2025. Each non-employee director is eligible for the following annual compensation for services as a Board member: • an annual cash retainer of $165,000; • an annual stock award with a calculation value of $120,000, 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:
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 |
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 2025, stock awards for non-employee directors were approved on February 19, 2025. Stock awards are pro-rated for the director’s first partial year of service, but not for the last partial year of service. 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. 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 2025 stock awards, the price used to calculate the shares awarded was $3.508, and the price used to calculate the compensation included in the table was $3.57. 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.
Non-Employee Director Compensation
| | 37 |
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, 2025.
Director Compensation Table
| Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation(3) | Total | | Denise M. Clark | $202,500 | $122,123 | $13,209 | $337,832 | | Marcus Glover | 182,500 | 122,123 | — | 304,623 | | Sonia Jain | 195,625 | 122,123 | — | 317,748 | | Howard W. “Hawk” Koch, Jr. | 190,000 | 122,123 | — | 312,123 | | Philip Lader(4) | 134,375 | 223,889 | 4,822 | 363,086 | | Gary F. Locke | 190,000 | 122,123 | — | 312,123 | | Kathleen M. Pawlus(5) | 190,603 | 122,123 | 3,475 | 316,200 | | Keri S. Putnam | 192,500 | 122,123 | 8,431 | 323,054 | | Anthony J. Saich | 190,000 | 122,123 | — | 312,123 | | Adam J. Sussman | 190,000 | 122,123 | — | 312,123 |
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. (2) 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 February 19, 2025 grant date of $3.57. As discussed above, the number of shares of Common Stock granted was calculated using a price of $3.508 (representing a five-day average closing price) resulting in the variance between the award calculation value and the ultimate compensation value included in the table. (3) Represents tax gross-up paid for fiscal year 2025 relating to income attributable to personal aspects of travel expenses, meals, and activities in connection with certain Company meetings. For each of the directors that received a tax gross-up, the incremental cost to the Company of the related travel expenses, meals and activities is not included as a perquisite because the total value was less than $10,000. (4) Mr. Lader elected to receive $100,000 of his annual cash retainer fee as Lead Independent Director in shares of Common Stock. The Common Stock was granted on February 19, 2025, and the number of shares granted and the grant date fair value of those shares was determined as described in footnote 2 above. Ms. Pawlus retired from the Board in December 2025.
Director Compensation Table
| 38 | |
Consideration of Say on Pay Results
| Area of Concern | Company Response | | Subsequent modification in 2025 of the pre-established performance targets for 2024 Tranche Year PSUs to adjust for industry underperformance resulting in vesting at maximum levels | Industry performance was significantly impacted in 2024 versus what was forecast at the beginning of the year. The underperformance was primarily due to changes to studio movie release schedules in response to the continuing impacts of industry strikes in the prior year 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 increased 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 our CEO target cash compensation package since 2021. | | 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 is 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 this fact for management. We also utilize free cash flow (“FCF”) for a portion of the performance-based equity awards to provide some diversification, while remaining consistent with our core goal. For 2025, the Compensation Committee shifted the mix of time and performance vesting equity grants for our CEO from 50/50 to 40/60 and introduced additional strategic initiative performance targets. The 40/60 mix of time and performance vesting equity grants with strategic initiative performance targets was continued for our CEO in 2026 and also applied to our CFO for 2026. | | 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. |
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. 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).
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. Because Mr. Way has responsibility for our international theatre operations, his Company component was based 30% on Company Adjusted EBITDA and 70% on Odeon Cinema Group Adjusted EBITDA, which is substantially equivalent to the performance of our theatres in international markets. There were no changes in AIP payout opportunities as a percentage of base salary for any NEOs between the 2024 and 2025 fiscal years, except for Mr. Ellis. Mr. Ellis’ target bonus opportunity increased from 65% to 75% for 2025 to better align with his role and scope of duties.
2025 Performance Goals
2025 Performance Goals Company Performance: Consistent with past years, for 2025, 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 2025 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 2025, primarily due to changes to studio movie release schedules and weaker than expected consumer
2025 Performance Goals
| 54 | |
2025 Performance Goals
demand for the titles released. Based on an estimated domestic industry box office of $10.0 billion and international market industry attendance of 448.3 million for 2025 at the beginning of the year, the projected Adjusted EBITDA performance levels ranged from a threshold of $458.6 million (50% payout) to a target of $573.2 million (100% payout) to a maximum of $687.8 million (200% payout). 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:
2025 AIP Industry Indexed Consolidated Adjusted EBITDA Target
2025 AIP Industry Indexed Consolidated Adjusted EBITDA Target
2025 AIP Industry Indexed Consolidated Adjusted EBITDA Target
| Domestic Component | | | | | Industry Box Office* | $8.5 billion | $10.0 billion | $11.5 billion | | Adj EBITDA Component | $218.2 million | $512.3 million | $727.9 million | | International Component | | | | | Industry Attendance* | 381.0 million | 448.3 million | 515.5 million | | Adj EBITDA Component | $(45.5 million) | $60.9 million | $167.8 million | | Consolidated Adjusted EBITDA Target | $172.7 million | $573.2 million | $895.7 million |
2025 AIP Industry Indexed Consolidated Adjusted EBITDA Target
* If actual industry domestic box office and/or international attendance performance falls between two stated levels, the target components shall be determined by linear interpolation. Individual Performance: The individual component of the bonus is based on overall individual performance and contribution to our strategic and financial goals. Our Compensation Committee and our CEO retain certain discretion to decrease or increase individual component bonuses relative to the targets based on qualitative or other subjective factors deemed relevant by the Compensation Committee.
2025 Payouts
2025 Payouts The following table summarizes the AIP bonus for our NEOs for 2025:
2025 Payouts
| | Opportunity | | | | | Actual | | | | Executive | 2025 Base Salary | Target (as % of base salary) | Target ($) | Allocation | | Achievement | | | | | | | | | | | | 2025 Earned AIP | | | | | | Company | Individual | Company | Individual | | | Adam M. Aron | $1,500,000 | 200% | $3,000,000 | 100% | —% | 200% | —% | $6,000,000 | | Sean D. Goodman | 1,000,000 | 100% | 1,000,000 | 100% | —% | 200% | —% | 2,000,000 | | Daniel E. Ellis(1) | 700,000 | 75% | 494,550 | 80% | 20% | 200% | 115% | 905,035 | | Mark Way(2) | 695,818 | 75% | 521,850 | 80% | 20% | 200% | 100% | 939,330 | | Carla C. Chavarria | 575,000 | 65% | 373,750 | 80% | 20% | 200% | 110% | 680,225 |
2025 Payouts
(1) Mr. Ellis’ base salary increased from 650,000 to 700,000 in October 2025 due to a change in responsibilities. Target AIP bonus was prorated based on the timing of changes in base salary. (2) Amounts converted from British Pounds Sterling to U.S. dollars based on the exchange rate as of the close of business on December 31, 2025, rounded to the nearest hundredth (1.34). Our Compensation Committee approved bonus amounts to be paid for performance during 2025. The Company attained Adjusted EBITDA of $387.5 million (calculated as set forth in “Reconciliation of Adjusted EBITDA and Free Cash Flow” below) for the year ended December 31, 2025. Actual North American industry box office was $8.9 billion for 2025 and industry attendance in the international markets in which the Company operates was 397.1 million in 2025, which resulted in an industry-adjusted Adjusted EBITDA goal of $322.8 million. Similar adjustments were made with respect to Odeon Cinema
2025 Payouts
| | 55 |
2025 Payouts
Group Adjusted EBITDA. As a result, the Compensation Committee determined performance attainment to be 120%, equating to a 200% payout of the Company component. The Compensation Committee felt this level of payout was warranted despite declines in the Company’s stock price during 2025 because, due to management’s efforts, financial results were significantly better than would have been projected based on actual industry conditions for the year and the fact that our stock price is not reflective of traditional fundamental valuations. For the NEOs other than our CEO and CFO, the individual component was approved from 100% to 115% of target by the Compensation Committee following a review of each such NEO’s individual performance.
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. 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. 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 2025 grants, the price used to calculate the grants was $3.508 and the price used to calculate the compensation included in the tables was $3.57.
2025 Annual Equity Grants
2025 Annual Equity Grants On February 19, 2025, the Compensation Committee approved grants of RSUs and PSUs (the “2025 RSUs” and “2025 PSUs”), to certain of the Company’s employees pursuant to the 2024 Equity Incentive Plan (the “EIP”). Our NEOs received the following grants (in units):
2025 Annual Equity Grants
| Executive | 2025 RSUs | 2025 PSUs | Total | | Adam M. Aron | 1,083,239 | 1,624,858 | 2,708,097 | | Sean D. Goodman | 313,569 | 313,569 | 627,138 | | Daniel E. Ellis | 142,532 | 142,532 | 285,064 | | Mark Way | 128,279 | 128,279 | 256,558 | | Carla C. Chavarria | 114,026 | 114,026 | 228,052 |
2025 Annual Equity Grants
Restricted Stock Units The 2025 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. Except in the case of a qualified retirement, death or disability, the executive must
2025 Annual Equity Grants
| 56 | |
2025 Annual Equity Grants
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. Performance Stock Units The 2025 PSUs are subject to Adjusted EBITDA and FCF performance goal conditions and service conditions over a three-year performance period. In the case of Mr. Aron, his 2025 PSUs were also subject to the attainment of strategic initiatives during 2025. Of the 2025 PSUs, 60% are allocated to an Adjusted EBITDA target with the remaining 40% allocated to a FCF target for all NEOs except Mr. Aron. For Mr. Aron, his 2025 PSUs are allocated 40% to an Adjusted EBITDA target, 40% to a FCF target and 20% to strategic initiatives for the first and second Tranche Years (as defined below) and 50% to an Adjusted EBITDA target and 50% to a FCF target for the third Tranche Year. 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. Therefore, the 2025 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 separate performance goals applicable to its corresponding Tranche Year. At the time of approval, the Compensation Committee established Adjusted EBITDA and FCF performance goals for the first Tranche Year covered by the 2025 PSUs, and in the case of Mr. Aron, strategic initiatives for the first and second Tranche Years covered by the 2025 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 other than a qualifying retirement, death or disability 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.
CEO Strategic Initiatives
CEO Strategic Initiatives In February 2025, the Compensation Committee, in consultation with the Company’s independent compensation consultant, established twenty-one (21) strategic initiatives with nine (9) applicable to the first Tranche Year and twelve (12) applicable to the second Tranche Year of Mr. Aron’s 2025 PSUs, and determined that 20% of Mr. Aron’s 2025 PSUs for each of the first and second Tranche Years would be subject to implementation of the strategic initiatives for the applicable Tranche Year. To determine vesting, the Compensation Committee will review and certify the number of strategic initiatives implemented for the applicable Tranche Year with a percentage of the PSUs allocated to strategic initiatives vesting according to the following.
CEO Strategic Initiatives
| 2025 Tranche Year Strategic Initiatives (9) | | 2026 Tranche Year Strategic Initiatives (12) | | | Initiatives Implemented | Vesting Level | Initiatives Implemented | Vesting Level | | 3 | 80% | 4 | 80% | | 5 | 100% | 7 | 100% | | 7 | 200% | 10 | 200% |
2025 Tranche Year Performance Goals & Modification
2025 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 2025 Tranche Year (and in the case of Mr. Aron’s strategic initiative PSUs, the 2026 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 2025 Tranche Year was applicable to the following PSU awards: (i) tranche I of the 2025 PSUs, (ii) tranche II of the 2024 PSUs, and (iii) tranche III of the 2023 PSUs. The table below summarizes the number of PSUs at target allocated to the 2025 Tranche Year for each NEO:
2025 Tranche Year Performance Goals & Modification
| | 2025 PSUs Tranche I | | | 2024 PSUs Tranche II | | 2023 PSUs Tranche III | | | | Adj EBITDA | FCF | Strategic | Adj EBITDA | FCF | Adj EBITDA | FCF | | Adam M. Aron | 216,647 | 216,647 | 108,323 | 126,316 | 84,210 | 27,058 | 18,038 | | Sean D. Goodman | 62,714 | 41,809 | — | 42,105 | 28,070 | 6,164 | 4,108 | | Daniel E. Ellis | 28,506 | 19,004 | — | 21,053 | 14,035 | 2,818 | 1,879 | | Mark Way | 25,656 | 17,103 | — | 18,947 | 12,631 | 2,538 | 1,693 | | Carla C. Chavarria | 22,805 | 15,203 | — | 16,842 | 11,228 | 2,233 | 1,488 |
2025 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. Based upon expectations that domestic box office performance would improve in 2025 to $10.0 billion and attendance in our international markets would be 448.3 million, the Company projected positive Adjusted EBITDA, but continuing negative FCF for 2025. On February 19, 2025, the Compensation Committee established the following performance goals for vesting of the PSU tranches allocated to the 2025 Tranche Year:
2025 Tranche Year Performance Goals & Modification
| Metric | Original 2025 Tranche Year Performance Goals | | | | | Threshold | Target | Maximum | | Adjusted EBITDA(1) | $458,560,000 | $573,200,000 | $687,840,000 | | FCF(1) | (281,400,000) | (234,500,000) | (187,600,000) | | Potential Vesting Level | 50% | 100% | 200% |
2025 Tranche Year Performance Goals & Modification
(1) 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. The Compensation Committee determined that the industry underperformance, primarily due to changes to studio movie release schedules and weaker than expected consumer demand for the titles released, had a material impact on the Company’s performance in 2025. 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, on February 27, 2026, the Compensation Committee, in consultation with the Company’s independent compensation consultant, approved a modification to the Adjusted EBITDA performance goal and the FCF performance goal applicable to equity grants allocated to the 2025 Tranche Year. The modified Adjusted EBITDA performance goal and FCF performance goal are set forth below. The modified Adjusted EBITDA performance goal for 2025 was lower than Adjusted EBITDA for 2024 due to inflationary cost pressures and lower industry performance for the international segment in 2025 compared to 2024.
2025 Tranche Year Performance Goals & Modification
| 58 | |
2025 Tranche Year Performance Goals & Modification
| Metric | Modified 2025 Tranche Year Performance Goal | | | | | Threshold | Target | Maximum | | Adjusted EBITDA(1) | $269,000,000 | $322,800,000 | $387,360,000 | | FCF(1) | (581,760,000) | (484,800,000) | (404,000,000) | | Potential Vesting Level | 50% | 100% | 200% |
2025 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. 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 2025 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 2025 Tranche Years will be included in the 2026 compensation tables. The Compensation Committee reviewed the Company’s financial results and certified achievement of $387.5 million Adjusted EBITDA and $365.9 million FCF (each calculated as set forth in “Reconciliation of Adjusted EBITDA and Free Cash Flow” below) for the year ended December 31, 2025. As a result, all outstanding PSU tranches allocated to the 2025 Tranche Year with an Adjusted EBITDA or FCF target vested at the 200% level. Absent the modifications approved by the Compensation Committee, the PSU tranches allocated to the 2025 Tranche Year with an Adjusted EBITDA target or a FCF target would not have vested. The Compensation Committee felt this level of payout was warranted despite declines in the Company’s stock price during 2025 because, due to management’s efforts, financial results were significantly better than would have been projected based on actual industry conditions for the year and the fact that our stock price is not reflective of traditional fundamental valuations.
2024 Tranche Year Modification
2024 Tranche Year Modification 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, on February 19, 2025, 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. 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. The additional stock compensation for the PSUs allocated to the 2024 Tranche Year is included in the 2025 compensation tables that follow. As a result of the modification, 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 modification 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.
Independent Compensation Consultant
Independent Compensation Consultant For compensation related decisions effective for 2025, the Compensation Committee retained the services of Korn Ferry as independent executive compensation consultant to advise the Compensation Committee on compensation matters related to the executive and director compensation programs. In 2025, Korn Ferry 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 changes to studio movie release schedules and weaker than expected consumer demand for the titles released; and • assisting with the Compensation Discussion and Analysis disclosures. Korn Ferry 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 Korn Ferry in 2025 and determined that Korn Ferry’s work for the Compensation Committee did not raise any conflicts of interest. Korn Ferry’s work has conformed to the independence factors and guidance provided by the Dodd-Frank Act, the SEC, and the NYSE.
2025 Peer Group
2025 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 2024 peer group composition and made the following changes for 2025.
2025 Peer Group
| Removed | Added | | Carnival Corporation | Caesars Entertainment, Inc. | | Warner Bros. Discovery, Inc. | Chipotle Mexican Grill, Inc. | | Wyndham Hotels & Resorts, Inc. | Texas Roadhouse, Inc. |
2025 Peer Group
For 2025, the Company’s peer group consisted of the following 20 companies:
2025 Peer Group
| AMC Networks Inc. Bloomin’ Brands, Inc. Brinker International, Inc. Caesars Entertainment, Inc. Chipotle Mexican Grill, Inc. 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, Inc. TEGNA, Inc. Texas Roadhouse, Inc. |
2025 Peer Group
| | 61 |
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 2025, 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.
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, 2025.
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 NEOs is entitled to severance benefits in the event of termination of employment without cause and each of our NEOs based in the U.S. is entitled to severance benefits in the event of 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. In addition, unvested equity awards will accelerate upon a change of control. 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.
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, 2025. These individuals are referred to as “NEOs.”
Summary Compensation Table
| Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards(2) | Non-Equity Incentive Plan Compensation(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) | All Other Compensation(5) | Total | | Adam M. Aron | 2025 | $1,557,692 | $— | $7,381,282 | $6,000,000 | $— | $36,098 | $14,975,072 | | Chairman, Chief Executive | 2024 | 1,500,000 | — | 5,444,104 | 4,380,000 | — | 29,868 | 11,353,972 | | Officer, President and Director | 2023 | 1,500,000 | — | 17,908,855 | 6,000,000 | — | 23,106 | 25,431,961 | | Sean D. Goodman | 2025 | 1,009,615 | — | 1,866,382 | 2,000,000 | — | 24,897 | 4,900,894 | | Executive Vice President, | 2024 | 840,385 | 1,000,000 | 1,688,437 | 1,241,000 | — | 17,154 | 4,786,976 | | International Operations, Chief Financial Officer and | 2023 | 800,000 | 450,000 | 3,891,036 | 1,600,000 | — | 16,554 | 6,757,590 | | Treasurer | | | | | | | | | | Daniel E. Ellis | 2025 | 679,808 | — | 863,140 | 905,035 | — | 21,050 | 2,469,033 | | Executive Vice President, Chief Operations, | 2024 | 619,231 | — | 829,030 | 563,875 | — | 16,612 | 2,208,748 | | Development and Marketing Officer | 2023 | 595,000 | — | 1,704,558 | 703,885 | — | 16,012 | 3,019,456 | | Mark Way(6) | 2025 | 695,818 | — | 776,811 | 939,330 | — | 175,641 | 2,587,600 | | Executive Vice President, Europe | | | | | | | | | | Carla C. Chavarria(7) | 2025 | 590,529 | — | 690,299 | 680,225 | 14,424 | 23,458 | 1,998,935 | | Senior Vice President, Chief | 2024 | 535,798 | — | 666,837 | 480,835 | — | 16,204 | 1,699,675 | | Human Resources Officer | | | | | | | | |
Summary Compensation Table
(1) Base salary for 2025 set forth above is greater than each individual’s actual base salary rate due to an extra pay period during 2025. (2) 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, 2025, included in our 2025 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 2025, the Company modified 2024 Tranche Year PSUs, granted 2025 RSUs and 2025 PSUs to officers, and established performance goals for the 2025 Tranche Year which were applicable to tranche I of the 2025 PSUs, tranche II of the 2024 PSUs and tranche III of the 2023 PSUs. The Company also established performance goals for Mr. Aron’s strategic initiative PSUs for the 2026 Tranche Year. 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 2025 Tranche Year (and in the case of Mr. Aron’s strategic initiative PSUs, the 2026 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 2024 Tranche Year Modification approved in 2025 is included in 2025 compensation. See “Compensation Discussion and Analysis—2024 Tranche Year Modification” above for additional information.
Summary Compensation Table
| 64 | |
Summary Compensation Table
The fair value of the 2024 Tranche Year Modification, 2025 RSUs, the tranches of the 2025 PSUs, 2024 PSUs and 2023 PSUs allocated to the 2025 Tranche Year and Mr. Aron’s strategic initiative 2025 PSUs allocated to the 2026 Tranche Year was based on the closing price of the Company’s Common Stock of $3.57 on the grant approval date of February 19, 2025. Had the grants been valued using the closing price of our Common Stock on April 24, 2026, of $1.64, the resulting value would be $3,390,841, $857,385, $396,513, $356,854, and $317,112 for Mr. Aron, Mr. Goodman, Mr. Ellis, Mr. Way and Ms. Chavarria, respectively. For the 2025 Tranche Year PSUs and Mr. Aron’s strategic initiative 2025 PSUs allocated to the 2026 Tranche Year, the amount above includes the probable outcome at the time of grant. For the RSUs and the 2024 Tranche Year Modification, the target/actual value is included. The probable and maximum value of the 2025 Tranche Year PSUs and Mr. Aron’s strategic initiative 2025 PSUs allocated to the 2026 Tranche Year at grant is detailed below:
Summary Compensation Table
| | Probable | Maximum | | Adam M. Aron | | | | EIP—2025 PSU | $2,320,286 | $4,640,572 | | EIP—2024 PSU | 751,578 | 1,503,156 | | EIP—2023 PSU | 160,993 | 321,985 | | Sean D. Goodman | | | | EIP—2025 PSU | 373,147 | 746,294 | | EIP—2024 PSU | 250,525 | 501,050 | | EIP—2023 PSU | 36,671 | 73,342 | | Daniel E. Ellis | | | | EIP—2025 PSU | 169,611 | 339,221 | | EIP—2024 PSU | 125,264 | 250,528 | | EIP—2023 PSU | 16,768 | 33,537 | | Mark Way | | | | EIP—2025 PSU | 152,650 | 305,299 | | EIP—2024 PSU | 112,733 | 225,467 | | EIP—2023 PSU | 15,105 | 30,209 | | Carla C. Chavarria | | | | EIP—2025 PSU | 135,689 | 271,377 | | EIP—2024 PSU | 100,210 | 200,420 | | EIP—2023 PSU | 13,284 | 26,568 |
Summary Compensation Table
(3) See “Compensation Discussion and Analysis—Annual Incentive Program” above for a discussion of the terms of our AIP. (4) This column includes the aggregate increase in actuarial present value of Ms. Chavarria’s accumulated benefit amount. (5) All Other Compensation is comprised of (i) Company matching contributions under our 401(k) savings plan which is a qualified defined contribution plan, (ii) cash payment in lieu of UK pension contribution, (iii) life insurance premiums, (iv) perquisites and (v) tax gross-up. The following table summarizes “All Other Compensation” provided to the NEOs for the year ended December 31, 2025:
Summary Compensation Table
| | Company Matching Contributions to 401(k) Plan | Cash Payment in Lieu of UK Pension Contribution(a) | Life Insurance Premiums | Perquisites(b) | Tax Gross-up(c) | Total | | Adam M. Aron | $14,000 | $— | $16,068 | $— | $6,030 | $36,098 | | Sean D. Goodman | 14,000 | — | 5,148 | — | 5,749 | 24,897 | | Daniel E. Ellis | 14,000 | — | 2,967 | — | 4,083 | 21,050 | | Mark Way(d) | — | 139,164 | 1,900 | 34,577 | — | 175,641 | | Carla C. Chavarria | 14,000 | — | 3,889 | — | 5,569 | 23,458 |
Summary Compensation Table
(a) Pursuant to his employment agreement, Mr. Way is entitled to receive cash payments equal to 20% of his base salary in lieu of a contribution to his pension arrangements. (b) Perquisite amount for Mr. Way includes benefit plan premiums, car allowance and reimbursement for the incremental cost to the Company of personal aspects of travel expenses, meals and activities for certain Company meetings. (c) Represents tax gross-ups paid for fiscal year 2025 relating to income attributable to personal aspects of travel expenses, meals, and activities in connection with certain Company meetings. For each of the NEOs that received a tax gross-up, the incremental cost to the Company of the related travel expenses, meals and activities is not included as a perquisite because the total value was less than $10,000.
Summary Compensation Table
| | 65 |
Summary Compensation Table
(d) Amounts converted from British Pounds Sterling to U.S. dollars based on the exchange rate as of the close of business on December 31, 2025, rounded to the nearest hundredth (1.34). (6) Mr. Way was not a NEO in 2023 or 2024. Mr. Way is based in the UK. All amounts except Stock Awards have been converted from British Pounds Sterling to U.S. dollars based on the exchange rate as of the close of business on December 31, 2025, rounded to the nearest hundredth (1.34). (7) Ms. Chavarria was not a NEO in 2023.
Limitation of Liability and Indemnification of Directors and Officers
Limitation of Liability and Indemnification of Directors and Officers We have entered into indemnification agreements with each of our directors and officers. These indemnification agreements may require us, among other things, to indemnify our directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct. These indemnification agreements may also require us to advance any expenses incurred by the directors or officers as a result of any proceeding against them as to which they could be indemnified and to obtain directors’ and officers’ insurance, if available on reasonable terms.
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025 The following table presents information regarding the outstanding equity awards held by our NEOs as of December 31, 2025:
Outstanding Equity Awards as of December 31, 2025
| | | | Stock Awards | | | | | | | | | | Equity Incentive Plan Awards: | | | Name | Grant Date | Award Type | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(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—2023 RSU—(3) | 2/23/23 | RSU | 45,098 | 70,353 | — | — | | EIP—2023 PSU—Adj. EBITDA—Tranche III—(4) | 2/23/23 | PSU | — | — | 54,116 | 84,420 | | EIP—2023 PSU—FCF—Tranche III—(5) | 2/23/23 | PSU | — | — | 36,076 | 56,278 | | EIP—2024 RSU—(6) | 6/5/24 | RSU | 421,053 | 656,843 | — | — | | EIP—2024 PSU—Adj. EBITDA—Tranche II—(7) | 6/5/24 | PSU | — | — | 252,632 | 394,106 | | EIP—2024 PSU—FCF—Tranche II—(8) | 6/5/24 | PSU | — | — | 168,420 | 262,735 | | EIP—2025 RSU—(9) | 2/19/25 | RSU | 1,083,239 | 1,689,853 | — | — | | EIP—2025 PSU—Adj. EBITDA—Tranche I—(10) | 2/19/25 | PSU | — | — | 433,294 | 675,939 | | EIP—2025 PSU—FCF—Tranche I—(11) | 2/19/25 | PSU | — | — | 433,294 | 675,939 | | EIP—2025 PSU—Strategic—Tranche I—(12) | 2/19/25 | PSU | — | — | 216,646 | 337,968 | | EIP—2025 PSU—Strategic—Tranche II—(12) | 2/19/25 | PSU | — | — | 108,323 | 168,984 | | Sean D. Goodman | | | | | | | | EIP—2023 RSU—(3) | 2/23/23 | RSU | 10,274 | 16,027 | — | — | | EIP—2023 PSU—Adj. EBITDA—Tranche III—(4) | 2/23/23 | PSU | — | — | 12,328 | 19,232 | | EIP—2023 PSU—FCF—Tranche III—(5) | 2/23/23 | PSU | — | — | 8,216 | 6,408 | | EIP—2024 RSU—(6) | 6/5/24 | RSU | 140,352 | 218,949 | — | — | | EIP—2024 PSU—Adj. EBITDA—Tranche II—(7) | 6/5/24 | PSU | — | — | 84,210 | 131,368 | | EIP—2024 PSU—FCF—Tranche II—(8) | 6/5/24 | PSU | — | — | 56,140 | 87,578 | | EIP—2025 RSU—(9) | 2/19/25 | RSU | 313,569 | 489,168 | — | — | | EIP—2025 PSU—Adj. EBITDA—Tranche I—(10) | 2/19/25 | PSU | — | — | 125,428 | 195,668 | | EIP—2025 PSU—FCF—Tranche I—(11) | 2/19/25 | PSU | — | — | 83,618 | 130,444 | | Daniel E. Ellis | | | | | | | | EIP—2023 RSU—(3) | 2/23/23 | RSU | 4,698 | 7,329 | — | — | | EIP—2023 PSU—Adj. EBITDA—Tranche III—(4) | 2/23/23 | PSU | — | — | 5,636 | 8,792 | | EIP—2023 PSU—FCF—Tranche III—(5) | 2/23/23 | PSU | — | — | 3,758 | 5,862 | | EIP—2024 RSU—(6) | 6/5/24 | RSU | 70,176 | 109,475 | — | — | | EIP—2024 PSU—Adj. EBITDA—Tranche II—(7) | 6/5/24 | PSU | — | — | 42,106 | 65,685 | | EIP—2024 PSU—FCF—Tranche II—(8) | 6/5/24 | PSU | — | — | 28,070 | 43,789 | | EIP—2025 RSU—(9) | 2/19/25 | RSU | 142,532 | 222,350 | — | — | | EIP—2025 PSU—Adj. EBITDA—Tranche I—(10) | 2/19/25 | PSU | — | — | 57,012 | 88,939 | | EIP—2025 PSU—FCF—Tranche I—(11) | 2/19/25 | PSU | — | — | 38,008 | 59,292 | | Mark Way | | | | | | | | EIP—2023 RSU—(3) | 2/23/23 | RSU | 4,231 | 6,600 | — | — | | EIP—2023 PSU—Adj. EBITDA—Tranche III—(4) | 2/23/23 | PSU | — | — | 5,076 | 7,919 | | EIP—2023 PSU—FCF—Tranche III—(5) | 2/23/23 | PSU | — | — | 3,386 | 5,282 | | EIP—2024 RSU—(6) | 6/5/24 | RSU | 63,158 | 98,526 | — | — | | EIP—2024 PSU—Adj. EBITDA—Tranche II—(7) | 6/5/24 | PSU | — | — | 37,894 | 59,115 | | EIP—2024 PSU—FCF—Tranche II—(8) | 6/5/24 | PSU | — | — | 25,262 | 39,409 | | EIP—2025 RSU—(9) | 2/19/25 | RSU | 128,279 | 200,115 | — | — | | EIP—2025 PSU—Adj. EBITDA—Tranche I—(10) | 2/19/25 | PSU | — | — | 51,312 | 80,047 | | EIP—2025 PSU—FCF—Tranche I—(11) | 2/19/25 | PSU | — | — | 34,206 | 53,361 | | Carla C. Chavarria | | | | | | | | EIP—2023 RSU—(3) | 2/23/23 | RSU | 3,724 | 5,809 | — | — | | EIP—2023 PSU—Adj. EBITDA—Tranche III—(4) | 2/23/23 | PSU | — | — | 4,466 | 6,967 | | EIP—2023 PSU—FCF—Tranche III—(5) | 2/23/23 | PSU | — | — | 2,976 | 4,643 | | EIP—2024 RSU—(6) | 6/5/24 | RSU | 56,141 | 87,580 | — | — | | EIP—2024 PSU—Adj. EBITDA—Tranche II—(7) | 6/5/24 | PSU | — | — | 33,684 | 52,547 | | EIP—2024 PSU—FCF—Tranche II—(8) | 6/5/24 | PSU | — | — | 22,456 | 35,031 | | EIP—2025 RSU—(9) | 2/19/25 | RSU | 114,026 | 177,881 | — | — | | EIP—2025 PSU—Adj. EBITDA—Tranche I—(10) | 2/19/25 | PSU | — | — | 45,610 | 71,152 | | EIP—2025 PSU—FCF—Tranche I—(11) | 2/19/25 | PSU | — | — | 30,406 | 47,433 |
Outstanding Equity Awards as of December 31, 2025
| | 69 |
Outstanding Equity Awards as of December 31, 2025
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 31, 2025, of $1.56 per share. (3) Amounts shown in this row represent the number of unvested and year-end market value of the 2023 RSU award. This award vested on January 2, 2026. (4) Amounts shown in this row represent the number of unvested and the year-end market value of tranche III 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 III on February 19, 2025. Tranche III consists of PSUs with a one-year performance goal covering a performance period beginning January 1, 2025, and ending on December 31, 2025. The PSUs vest upon certification of achievement of the performance goals and based upon the executive’s employment through December 31, 2025. Subsequent to year-end, the Compensation Committee modified the Adjusted EBITDA performance goal covering tranche III, 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, 2026. (5) Amounts shown in this row represent the number of unvested and the year-end market value of tranche III 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 III on February 19, 2025. Tranche III consists of PSUs with a one-year performance goal covering a performance period beginning January 1, 2025, and ending on December 31, 2025. The PSUs vest upon certification of achievement of the performance goals and based upon the executive’s employment through December 31, 2025. Subsequent to year-end, the Compensation Committee modified the FCF performance goal covering tranche III, 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, 2026. (6) Amounts shown in this row represent the number of unvested and year-end market value of the 2024 RSU award. One half of this amount vested on January 2, 2026, and the remainder will vest on January 4, 2027, 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 2024 PSU award with an Adjusted EBITDA performance goal. The 2024 PSU awards were originally granted on June 5, 2024 after stockholders approved the 2024 EIP, with performance goals established for tranche II on February 19, 2025. Tranche II consists of PSUs with a one-year performance goal covering a performance period beginning January 1, 2025, and ending on December 31, 2025. The PSUs vest upon certification of achievement of the performance goals and based upon the executive’s employment through December 31, 2025. Performance goals for tranche III of the 2024 PSUs were set after December 31, 2025; therefore, 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 200% of target, so the values reflected represent the maximum level of potential vesting. This tranche vested on February 19, 2026. (8) Amounts shown in this row represent the number of unvested and the year-end market value of tranche II of the 2024 PSU award with an FCF performance goal. The 2024 PSU awards were originally granted on June 5, 2024 after stockholders approved the 2024 EIP, with performance goals established for tranche II on February 19, 2025. Tranche II consists of PSUs with a one-year performance goal covering a performance period beginning January 1, 2025, and ending on December 31, 2025. The PSUs vest upon certification of achievement of the performance goals and based upon the executive’s employment through December 31, 2025. Performance goals for tranche III of the 2024 PSUs were set after December 31, 2025; therefore, amounts for such awards are not included in this table. Subsequent to year-end, the Compensation Committee modified the FCF performance goal covering tranche II, 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, 2026. (9) Amounts shown in this row represent the number of unvested and year-end market value of the 2025 RSU award. One-third of this amount vested on January 2, 2026, and an additional one-third will vest on each of January 4, 2027 and January 3, 2028, 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 2025 PSU award with an Adjusted EBITDA performance goal. The 2025 PSU awards were granted on February 19, 2025, with performance goals established for tranche I on the same date. Tranche I consists of PSUs with a one-year performance goal covering a performance period beginning January 1, 2025, and ending on December 31, 2025. The PSUs vest upon certification of achievement of the performance goals and based upon the executive’s employment through December 31, 2025. Performance goals for tranches II and III of the 2025 PSUs will be set after December 31, 2025; therefore, 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 200% of target, so the values reflected represent the maximum level of potential vesting. This tranche vested on February 19, 2026. Amounts shown in this row represent the number of unvested and the year-end market value of tranche I of the 2025 PSU award with a FCF performance goal. The 2025 PSU awards were granted on February 19, 2025, with performance goals established for tranche I on the same date. Tranche I consists of PSUs with a one-year performance goal covering a performance period beginning January 1, 2025, and ending on December 31, 2025. The PSUs vest upon certification of achievement of the performance goals and based upon the executive’s employment through December 31, 2025. Performance goals for tranches II and III of the 2025 PSUs will be set after December 31, 2025; therefore, amounts for such awards are not included in this table. Subsequent to year-end, the Compensation Committee modified the FCF performance goal covering tranche I, 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, 2026.
Outstanding Equity Awards as of December 31, 2025
| 70 | |
Outstanding Equity Awards as of December 31, 2025
Amounts shown in this row represent the number of unvested and the year-end market value of tranches I and II of the 2025 PSU award with a strategic performance goal. The 2025 PSU awards were granted on February 19, 2025, with performance goals established for tranches I and II on the same date. Tranche I consists of PSUs with a one-year performance goal covering a performance period beginning January 1, 2025, and ending on December 31, 2025. Tranche II consists of PSUs with a two-year performance goal covering a performance period beginning January 1, 2025, and ending on December 31, 2026. The PSUs vest upon certification of achievement of the performance goals and based upon the executive’s employment through December 31 of the applicable year. There are no strategic performance goals for tranche III of the 2025 PSUs. Subsequent to year-end, the Compensation Committee certified performance attainment and approved vesting at 200% of target for tranche I, so the value reflected for tranche I represents the maximum level of potential vesting. Tranche I vested on February 19, 2026. The value reflected for tranche II represents the target level of potential vesting.
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, 2025. The following table sets forth information on the vesting of the RSUs and PSUs for each NEO during the year ended December 31, 2025.
Option Exercises and Stock Vested
| Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($) | | Adam M. Aron | | | | EIP—RSU(2) | 273,566 | $1,099,735 | | EIP—PSU(3) | 458,491 | 1,636,813 | | Sean D. Goodman | | | | EIP—RSU(2) | 84,226 | 338,589 | | EIP—PSU(3) | 141,162 | 503,948 | | Daniel E. Ellis | | | | EIP—RSU(2) | 41,485 | 166,770 | | EIP—PSU(3) | 69,531 | 248,226 | | Mark Way | | | | EIP—RSU(2) | 37,320 | 150,026 | | EIP—PSU(3) | 62,543 | 223,279 | | Carla C. Chavarria | | | | EIP—RSU(2) | 33,115 | 133,122 | | EIP—PSU(3) | 55,502 | 198,142 |
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, 2025. (2) The aggregate value upon vesting was calculated by multiplying the closing price of the Company’s Common Stock of $4.02 on January 2, 2025 (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 $3.57 on February 19, 2025 (the vesting date) by the number of shares acquired on vesting of PSUs based upon attainment of performance targets (as modified). Amounts shown are gross amounts prior to withholding to cover tax obligations upon vesting.
Option Exercises and Stock Vested
| | 71 |
Pension Benefits
Pension Benefits The following table presents information regarding the present value of accumulated benefits that may become payable to the NEOs under the AMC Defined Benefit Retirement Income Plan (the “DB Plan”) as of December 31, 2025.
Pension Benefits
| Name | Plan Name | Number of Years Credited Service(#)(1) | Present Value of Accumulated Benefit($)(2) | | Adam M. Aron | — | — | $— | | Sean D. Goodman | — | — | — | | Daniel E. Ellis | — | — | — | | Mark Way | — | — | — | | Carla C. Chavarria | Defined Benefit Retirement Income Plan | 18.3 | 202,581 |
Pension Benefits
(1) The number of years credited service represents the number of years of service through December 31, 2006, the date the plan was frozen. (2) The accumulated benefit was based on service and earnings considered by the plan for the period through December 31, 2025. The present value has been calculated assuming the NEOs will remain in service until age 65, the age at which retirement may occur without any reduction in benefits, and that the benefit is payable under the available forms of annuity consistent with the plan. The discount rate assumption was 5.28%. The post-retirement mortality assumption was based on the PRI-2012 Employees Tables with the Retiree and Contingent Survivor Tables for annuitants projected forward with scale MP-2021.
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, 2025.
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 | 7,785,000 | — | 7,785,000 | 7,785,000 | — | | Unvested Equity Awards | 6,000,000 | 3,660,741 | 6,000,000 | 6,000,000 | — | | Total | 16,035,000 | 3,660,741 | 16,035,000 | 16,035,000 | — | | Sean D. Goodman | | | | | | | Base Salary | 1,000,000 | — | 1,000,000 | 1,000,000 | — | | AIP | — | — | — | — | — | | Unvested Equity Awards | 1,448,285 | 1,012,697 | — | — | — | | Total | 2,448,285 | 1,012,697 | 1,000,000 | 1,000,000 | — | | Daniel E. Ellis | | | | | | | Base Salary | 700,000 | — | 700,000 | 700,000 | — | | AIP | — | — | — | — | — | | Unvested Equity Awards | 678,305 | 475,334 | — | — | — | | Total | 1,378,305 | 475,334 | 700,000 | 700,000 | — | | Mark Way | | | | | | | Base Salary | 695,818 | — | — | 695,818 | — | | AIP | — | — | — | — | — | | Unvested Equity Awards | 610,486 | 427,808 | — | — | — | | Total | 1,306,304 | 427,808 | — | 695,818 | — | | Carla C. Chavarria | | | | | | | Base Salary | 1,150,000 | — | 1,150,000 | 1,150,000 | — | | AIP | — | — | — | — | — | | Unvested Equity Awards | 542,535 | 380,156 | — | — | — | | Total | 1,692,535 | 380,156 | 1,150,000 | 1,150,000 | — |
Employment Agreements
Employment Agreements In the event Mr. Aron’s employment is terminated, pursuant to his employment agreement, if Mr. Aron is terminated as a result of his death or disability or without cause or for good reason (each as defined below and in the employment agreement), he will receive a pro rata portion of any incentive bonus for the year in which he was terminated if the applicable targets are met. In addition, upon his termination without cause or for good reason or as a result of the Company not renewing his contract, or not renewing it on comparable terms (each an “Involuntary Termination”), Mr. Aron will be entitled to an amount equal to 1.5 times his Base Salary plus 1.5 times the average of the Incentive Bonuses paid to Mr. Aron during the 24 months preceding the date of Mr. Aron’s termination (the “Severance Benefit”). The Severance Benefit will be paid equally over a 24-month period. In addition, upon an Involuntary Termination, Mr. Aron will be paid $6,000,000 of value, through a combination of RSUs vesting and cash payments, over a 3-year period following termination. Upon an Involuntary Termination, the Company will also pay Mr. Aron an amount equal to the full cost of his medical insurance for a period of 18 months. Each of Mr. Goodman and Mr. Ellis are entitled to receive cash severance payments equal to one year of his base salary in the event of termination by the Company without “Cause” or by Mr. Goodman or Mr. Ellis for “Good Reason” (as such term is defined below and in his employment agreement).
Employment Agreements
| | 73 |
Employment Agreements
Mr. Way is entitled to receive cash severance payments equal to his annual base salary in the event of termination by the Company without 12 months notice, subject to certain exceptions. If Mr. Way obtains alternative employment during the severance period, any remuneration (including wages, salary and bonus) received by Mr. Way in a calendar month shall be set off against the severance payments owed by the Company during that month. Ms. Chavarria is entitled to receive cash severance payments equal to two years of her base salary in the event of termination by the Company without “Cause” or by Ms. Chavarria for “Good Reason” (as such term is defined below and in her employment agreement). Per Mr. Aron’s, Mr. Goodman’s, Mr. Ellis’ and Ms. Chavarria’s employment agreements, Cause shall mean, as reasonably determined by the Board based on information that one or more of the following has occurred, the executive has: (i) committed a felony or similar crime; (ii) engaged in acts of fraud, dishonesty, gross negligence or other misconduct; (iii) willfully failed to perform his or her duties under the agreement; or (iv) breached any provision, materially breached any contract or breached any material written Company policy. Good Reason shall mean a termination of the executive’s employment by means of resignation by the executive after the occurrence of any one of the following conditions: (i) a material diminution in the executive’s rate of base salary; (ii) a material diminution in the executive’s authority, duties, or responsibilities; (iii) a material change in the geographic location of the executive’s principal office with the Company; or (iv) a material breach of the employment agreement by the Company. Acceleration of RSU and PSU Awards. Unvested RSU and PSU awards do not vest upon a termination by the Company. Beginning with grants made in 2025, upon a termination due to disability or a retirement after attaining the age of 65 and at least 10 years of service to the Company, (i) RSUs are not forfeited and are permitted to continue to vest on their original schedule and (ii) PSUs allocated to the tranche year in which the termination occurs are not forfeited and continue to vest in the ordinary course, subject to attainment of applicable performance goals. Also beginning with grants made in 2025, upon a termination due to death, (i) all unvested RSUs immediately vest and (ii) PSUs allocated to the tranche year in which the termination occurs immediately vest at 100% of target. Under the EIP, upon a Change in Control of the Company, the Compensation Committee can, in its discretion, determine to accelerate the vesting of outstanding awards. The Compensation Committee has adopted a policy (and authorized incorporation of such policy into the employment agreements of the current NEOs) to provide for automatic acceleration of unvested equity awards upon a Change in Control. For PSUs, such accelerated vesting shall occur at the higher of target or actual attainment at the time of the Change in Control event. The table above shows the value (based on the market price of the Company’s Common Stock at year-end) of any unvested equity awards at target, and the cash value of certain payments guaranteed to Mr. Aron. Change in Control is generally defined as (1) any person becoming the owner of more than 35% of the combined voting power of outstanding securities of the Company, (2) election or appointment to the Board of the lesser of (i) three directors or (ii) 35% of the then current Board who (x) are not nominees approved by at least a majority of the Board or (y) are appointed or elected in connection with an actual or threatened proxy contest, or (3) a merger, consolidation, or the disposition of substantially all of the assets of the Company, subject to exceptions. Pension Benefits. See “Pension Benefits” above for a discussion of benefits upon termination under the DB Plan.
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.
Pay Ratio Disclosure
| 74 | |
Pay Ratio Disclosure
For the year ended December 31, 2025: The median of the annual total compensation of all employees of the Company (other than our CEO) was $12,756. • The annual total compensation of our CEO, as reported in the Summary Compensation Table presented elsewhere in this Proxy Statement, was $14,975,072. • Based on this information, for 2025 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 1,174 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, 2025, 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, 2025, resulting in a list of approximately 33,311 employees in 11 countries with approximately 23,777 employees based in the U.S. and 9,534 based internationally. No countries were omitted from our determination process. • We determined to use total earnings for the twelve months ended December 31, 2025, 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 2025 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 2025 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.
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, 2021, 2022, 2023, 2024 and 2025. 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.
Pay versus Performance
| Year(1) | Summary Compensation Table for PEO | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based On: | | Net Loss(4) (millions) | Adjusted EBITDA(5) (millions) | | | | | | | Total Shareholder Return(3) | Peer Group Total Shareholder Return(3) | | | | 2025 | $14,975,072 | $7,920,456 | $2,989,116 | $1,997,572 | $13.58 | $157.66 | $(632.4) | $387.5 | | 2024 | 11,353,972 | 10,419,925 | 2,636,422 | 2,469,665 | 34.63 | 167.80 | (352.6) | 343.9 | | 2023 | 25,431,961 | 8,906,933 | 3,952,811 | 1,891,511 | 53.26 | 82.31 | (396.6) | 454.3 | | 2022 | 23,716,161 | (16,102,151) | 3,661,539 | (1,410,136) | 312.51 | 60.44 | (973.6) | 46.6 | | 2021 | 18,909,546 | 94,110,594 | 3,294,830 | 14,147,248 | 1283.02 | 94.77 | (1,269.8) | (291.7) |
Pay versus Performance
(1) For each of 2021, 2022, 2023, 2024 and 2025, Adam M. Aron served as the Company’s PEO. 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. For 2025, the Company’s Non-PEO NEOs were Sean D. Goodman, Daniel E. Ellis, Mark Way, and Carla C. Chavarria. 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, 2025. 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.
Pay versus Performance
| 76 | |
Pay versus Performance
| | 2025 | | | | PEO | Average Non-PEO NEOs | | Total Reported in Summary Compensation Table (“SCT”) | $14,975,072 | $2,989,116 | | Less, Value of Stock Awards Reported in SCT | (7,381,282) | (1,049,158) | | Less, Change in Pension Value in SCT | — | (3,606) | | Plus, Pension Service Cost and Impact of Pension Plan Amendments | — | — | | Plus, Year-End Value of Current Year Awards that are Unvested and Outstanding | 2,027,821 | 272,378 | | Plus, Change in Fair Value of Prior Year Awards that are Unvested and Outstanding | (1,714,575) | (213,416) | | Plus, FMV at Vesting of Current Year Awards that Vested this Year | 281,262 | 50,223 | | Plus, Change in Fair Value at Vesting of Prior Year Awards that Vested this Year | (267,842) | (47,965) | | 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 | 7,920,456 | 1,997,572 |
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, 2020. 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, 2025. 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, 2025). 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.
Pay versus Performance
| | 77 |
Graphical Representation of Compensation Actually Paid and Financial Performance Measures
Graphical Representation of Compensation Actually Paid and Financial Performance Measures
Graphical Representation of Compensation Actually Paid and Financial Performance Measures
| 78 | |