DEF 14A of AMC Global Media Inc.
Filed Apr 26, 2024 · FY20230001193125-24-116051
Director Nominees
Director Nominees The board of directors of AMC Networks Inc. (the “Board of Directors” or “Board”) has nominated thirteen director candidates: five Class A nominees and eight Class B nominees. Each director is nominated for a term to expire at the 2025 annual meeting of the Company’s stockholders. Our directors have significant management, leadership and industry experience. Our Class A nominees, elected by our Class A stockholders, also bring extensive knowledge of the media industry, which is complemented by the valuable institutional knowledge of the Company that our Class B nominees, elected by our Class B stockholders provide. The Board is currently comprised of 46% independent directors. Upon the election of Stephen C. Mills as a Class B director, our board would be comprised of 54% independent directors. See Proposal 1 — Election of Directors, “Directors Elected By Class A Common Stockholders” and “Directors Elected By Class B Common Stockholders” in this proxy statement for detailed information about each director’s background, skills and qualifications.
Director Nominees
| Name | Director Since | Principal Occupation | Committees | | Directors Elected By Class A Common Stockholders | | | | | Leonard Tow | 2011 | • Chief Executive Officer, New Century Holdings LLC | Compensation (Chair); Audit | | Carl E. Vogel | 2013 | • Private Investor • Industry Advisor, KKR & Co Inc. | Audit (Chair) | | Joseph M. Cohen | 2022 | • Chairman and Chief Executive Officer, West Ridge Associates | — | | Matthew C. Blank | 2022 | • Senior Advisor, The Raine Group, LLC | — | | Debra G. Perelman | 2023 | • Former President and Chief Executive Officer, Revlon, Inc. | Audit | | Directors Elected By Class B Common Stockholders | | | | | Aidan J. Dolan | 2021 | • Manager and Performer, Upright Man | — | | James L. Dolan Chairman of the Board of Directors | 2011 | • Executive Chairman and Chief Executive Officer, Madison Square Garden Entertainment Corp. and Sphere Entertainment Co. • Executive Chairman, Madison Square Garden Sports Corp. | — | | Patrick F. Dolan | 2011 | • Former Senior Network Advisor, News 12 Networks | — | | Thomas C. Dolan | 2011 | • Former Executive Vice President-Strategy and Development, Office of the Chairman, Cablevision Systems Corporation | — | | Stephen C. Mills Director Nominee | — | • Former President and General Manager, New York Knicks | — | | Brian G. Sweeney | 2011 | • Former President and Chief Financial Officer, Cablevision Systems Corporation | — |
Director Nominees
| Name | Director Since | Principal Occupation | Committees | | Directors Elected By Class B Common Stockholders | | | | | Vincent Tese | 2016 | • Chairman of ICE Clear Credit LLC • Former Chief Executive Officer of the New York State Urban Development Corporation • Former Executive Chairman of FCB Financial Holdings Inc., and its subsidiary Florida Community Bank | Compensation | | Marianne Dolan Weber | 2022 | • President, Heartfelt Wings Foundation Inc. • Director, Green Mountain Foundation Inc. | — |
Director Compensation
Director Compensation The following table describes the components of the non-employee Director compensation program in effect during 2023:
Director Compensation
| Compensation Element* | Compensation Program | | Annual Retainer | $70,000 | | Annual Equity Retainer** | $135,000 in RSUs that vest on the date of grant and settle 90 days after service on the Board ceases | | Annual Committee Retainer Fees | $7,500 | | Chair Fee | $35,000 for the Audit Committee, $35,000 for the Compensation Committee*** | | Meeting Fees | $2,000 per meeting |
Director Compensation
* Includes any non-standing committee of the Board that may be established from time to time. A director who is a Company employee receives no additional compensation for serving as a director. ** Each director annual grant of RSUs is determined by dividing the value of the annual equity retainer by the twenty trading day average closing price on the day prior to the annual stockholders’ meeting. *** The Board increased the annual chair fee for the Audit and Compensation Committee from $20,000 to $35,000 on April 24, 2023.
2023 Director Compensation Table
2023 Director Compensation Table The table below summarizes the total compensation paid to or earned by each of our directors from January 1, 2023 through December 31, 2023. Directors who are employees of the Company receive no additional compensation for service as directors.
2023 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation (4) | Total ($) | | William J. Bell(5) | 39,834 | — | — | 39,834 | | Matthew Blank | 84,000 | 129,556 | — | 213,556 | | Joseph Cohen | 84,000 | 129,556 | — | 213,556 | | Aidan Dolan | 84,000 | 129,556 | — | 213,556 | | Charles F. Dolan(6) | 400,000 | — | — | 400,000 | | James L. Dolan | 84,000 | 129,556 | — | 213,556 | | Kristin A. Dolan(7) | 13,277 | — | — | 13,277 | | Patrick F. Dolan | 82,000 | 129,556 | — | 211,556 | | Thomas C. Dolan | 84,000 | 129,556 | — | 213,556 | | Debra G. Perelman(8) | 57,696 | 129,556 | — | 187,252 | | Brian G. Sweeney | 84,000 | 129,556 | — | 213,556 | | Vincent Tese | 118,484 | 129,556 | — | 248,040 | | Leonard Tow | 200,385 | 129,556 | — | 329,941 | | David E. Van Zandt(9) | 50,788 | — | — | 50,788 | | Carl E. Vogel | 167,776 | 129,556 | — | 297,332 | | Marianne Dolan Weber | 82,000 | 129,556 | — | 211,556 |
2023 Director Compensation Table
| (1) These amounts represent base fees, meeting fees and committee fees earned. Dr. Tow and Mr. Vogel also received $25,000 in connection with their role on the CEO search committee in January 2023, which is included in the table above. The amounts reported do not include the Company’s reimbursement of reasonable out-of-pocket expenses incurred by each non-employee director in attending Board and Committee meetings. |
2023 Director Compensation Table
| (2) This column reflects the fair market value of 10,970 RSUs granted to each non-employee director on June 15, 2023 based on the closing stock price of $11.81 on that date as calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. |
2023 Director Compensation Table
| (3) For each non-employee director, the aggregate number of RSUs held as of December 31, 2023 is as follows: Dr. Leonard Tow, 42,242 units; Mr. Carl E. Vogel, 35,938 units; Mr. James L. Dolan, 42,242 units; Mr. Aidan Dolan 17,109 units; Mr. Patrick F. Dolan, 42,242 units; Mr. Thomas C. Dolan, 42,242 units; Ms. Marianne Dolan Weber, 14,616 units; Mr. Brian G. Sweeney, 42,242 units; Mr. Vincent Tese, 30,705 units; Mr. Joseph Cohen, 14,616 units; Mr. Matthew Blank, 15,128 units; and Ms. Debra G. Perelman, 10,970 units. |
2023 Director Compensation Table
| (4) The Company encourages its directors to attend certain events relating to its business at the Company’s expense to gain a better understanding of the Company’s business and products. The value of these benefits is not included in the table as permitted by SEC rules because the aggregate amount of perquisites did not exceed $10,000 for any director. |
2023 Director Compensation Table
| (5) Reflects compensation for Mr. William J. Bell’s service as a non-employee director from January 1 through June 15, 2023. |
2023 Director Compensation Table
| (6) Charles F. Dolan, the Company’s Chairman Emeritus, is an employee of the Company and earned $400,000 in 2023. Additionally, Mr. Dolan participates in the Company’s benefit plans. |
2023 Director Compensation Table
| (7) Reflects compensation for Ms. Kristin Dolan’s service as a non-employee director from January 1 through March 10, 2023. Ms. Kristin Dolan’s compensation for her role as CEO is reported in the “2023 Summary Compensation Table” |
2023 Director Compensation Table
| (8) Reflects compensation for Ms. Debra G. Perelman’s service as a non-employee director from June 15 through December 31, 2023. |
2023 Director Compensation Table
| (9) Reflects compensation for Mr. David E. Van Zandt’s service as a non-employee director from January 1 through June 15, 2023. |
PROPOSAL 1 — ELECTION OF DIRECTORS
PROPOSAL 1 — ELECTION OF DIRECTORS The Board has nominated twelve of the Company’s thirteen current directors for re-election to the Board, as well as one new director nominee, at this year’s annual meeting. Current director Charles F. Dolan will not be standing for re-election at the annual meeting. Of the thirteen nominees for director, five are to be elected by the Class A stockholders and eight are to be elected by the Class B stockholders. All of the directors that are standing for re-election were elected by the respective Class A and Class B stockholders at the 2023 annual meeting of the Company’s stockholders held on June 15, 2023. The Board noted that more votes were withheld than were cast in favor of the election of Class A Director Leonard Tow at the 2023 annual meeting and discussed the implications of that vote both in its Board meetings and with stockholders following the vote outcome. The Board believes, based on the public recommendations of ISS and Glass Lewis – two of the largest proxy advisor firms which are followed by many institutional investors – that the opposition to Dr. Tow was primarily driven by dissatisfaction with the Company’s governance structure and not the result of specific objection to Dr. Tow or his performance on the Board. Dr. Tow is a seasoned industry executive whose experience as a founder and chief executive officer of a major cable television company and as a former Board member of Cablevision have continued to provide our Board with valuable perspectives on the risks and opportunities inherent to our industry and our strategy. After careful consideration of the outcome and circumstances, as well as the crucial skills and differentiated experience he brings to the Board, the Board decided to nominate Dr. Tow for re-election at the annual meeting. All director nominees are hereby nominated for a term to expire at the 2025 annual meeting of the Company’s stockholders. The Company representatives appointed by the Board (the persons named in the proxy card, or, if applicable, their substitutes) will vote your shares as you instruct. If you sign your proxy card and return it without indicating how you would like to vote your shares, your shares will be voted to elect each of the director nominees below, as applicable based on whether you are a holder of Class A Common Stock or Class B Common Stock. If a nominee for election as a director by the Class A stockholders becomes unavailable before the election, the Company representatives named in the Class A proxy card will be authorized to vote for a replacement nominee for election as a director by the Class A stockholders if the Board names one. If a Class B director nominee becomes unavailable before the election, the persons named in the Class B proxy card will be authorized to vote for a replacement Class B director nominee if the Board names one. The Board unanimously recommends that you vote FOR each of the following candidates:
Director Nominees Elected By Class A Common Stockholders
Director Nominees Elected By Class A Common Stockholders
Director Nominees Elected By Class B Common Stockholders
Director Nominees Elected By Class B Common Stockholders
Director Nominee
Director Nominee Mr. Stephen C. Mills served as President from 2017 to 2020 and Executive Vice President and General Manager from 2013 to 2017 of the New York Knicks, which is owned by MSG Sports. Prior to joining the New York Knicks, he served as a Partner at Athletes & Entertainers Wealth Management Group, LLC from 2009 to 2013, the Chief Operating Officer and Sports Business President of MSG Networks from 2003 to 2009, and in various roles at the NBA from 1984 to 2000. Mr. Mills has served as a director of Selective Insurance Group, Inc. since September 2020, a director of MSG Sports since 2020 and as a Trustee of Ariel Investments since 2015. Mr. Mills previously served as a director of MSG Networks from October 2020 to 2021. Mr. Mills has also served on the board of advisors for the Hospital for Special Surgery since 2011 and as a director of the Princeton University Varsity Club since 2010. He previously served as a trustee of USA Basketball from 1992 to 2000 and the Basketball Hall of Fame from 1992 to 2000. Key Skills & Qualifications In light of the knowledge and experience Mr. Mills has gained and contributions he has made during his tenure as a director of MSG Sports and MSG Networks, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class B stockholders, has concluded that he should be elected to the Board.
Solid 2023 Performance Continues to Drive Long-Term Financial Results
Solid 2023 Performance Continues to Drive Long-Term Financial Results In 2023, AMC Networks delivered solid financial results as we continued to adapt and innovate amidst a competitive and fast changing media environment. We are pleased with the progress we have made to reorient the business around free cash flow generation as we focus on three key areas that we believe will drive our business forward – profitability, distribution partnerships and high-quality programming. Key highlights for 2023 include:
Solid 2023 Performance Continues to Drive Long-Term Financial Results
| • | Free cash flow(1)(3)(4) of $168.7 million, reflecting an increase of $31.2 million compared to the prior year |
Solid 2023 Performance Continues to Drive Long-Term Financial Results
| • | AOI(2)(3) of $670 million, reflecting a decrease of $68.3 million compared to the prior year |
Solid 2023 Performance Continues to Drive Long-Term Financial Results
| (1) Free cash flow is a non-GAAP financial measure and was defined as net cash provided by operating activities less capital expenditures and cash distributions to non-controlling interests in 2021 and 2022. In 2023, we adjusted our free cash flow definition to exclude distributions to non-controlling interests which are discretionary in nature. Prior period amounts have been adjusted to conform to the 2023 presentation. |
Solid 2023 Performance Continues to Drive Long-Term Financial Results
| (2) The Company defines AOI, which is a non-GAAP financial measure, as operating income (loss) before depreciation and amortization, cloud computing amortization, share-based compensation expense or benefit, impairment charges (including gains or losses on sales or dispositions of business), restructuring and other related charges and including the Company’s proportionate share of adjusted operating income (loss) from majority-owned equity method investees. Because it is based on operating income (loss), AOI also excludes interest expense (including cash interest expense) and other non-operating income and expense items. |
Solid 2023 Performance Continues to Drive Long-Term Financial Results
| (3) For a reconciliation of these non-GAAP figures with the corresponding GAAP figures, please see Annex A. |
Solid 2023 Performance Continues to Drive Long-Term Financial Results
| (4) From time to time, certain adjustments are made to neutralize the impact of certain business items upon free cash flow which are not forecasted in the Company’s budget. |
Solid 2023 Performance Continues to Drive Long-Term Financial Results
| • | Operating income of $388 million, reflecting a $301 million increase compared to the prior year |
Solid 2023 Performance Continues to Drive Long-Term Financial Results
| • | Cash provided by operating activities of $203.9 million, reflecting a 12% increase compared to the prior year |
Solid 2023 Performance Continues to Drive Long-Term Financial Results
| • | Net revenues of $2.71 billion |
Solid 2023 Performance Continues to Drive Long-Term Financial Results
Our incentive compensation is largely determined by successful performance against these financial measures and is designed to promote the creation of long-term stockholder value. In recent years, AMC’s Board and management have been deliberately shifting its strategy as a result of the complex operating environment and rapidly changing media industry, to transition from a cable programmer to a multi-content distributor. To align with this shift, the Company has prioritized AOI and free cash flow as the primary indicators of performance against this evolved strategy to deliver stockholder value. In order to further the meaningful link between the execution of its new strategy and our NEOs’ compensation, the Compensation Committee chose to use AOI and free cash flow as the two key financial measures in calculating the Company’s 2023 three-year cash performance awards. This decision was made to underscore the importance of delivering on this strategy and to closely align executives’ interests with those of stockholders. For the Company’s 2021 and 2022 three-year cash performance awards, net revenue, in addition to AOI and free cash flow, is utilized in calculating the Company’s incentive compensation. In addition, in 2023, for the Company’s Annual Incentive plan, the Committee identified four goals for the year, which were critical to the Company achieving the desired change in its business and culture including prioritizing AOI and free cash flow as the primary financial metrics. The Company also identified a number of transformative projects linked to the four goals for the year. The Compensation Committee then weighted these four goals and related transformative projects and established key performance indicators under each goal to evaluate the Company’s performance. The chart below provides the Company’s performance for certain financial measures in 2021, 2022 and 2023 that were used for our Annual Incentive Plan and our long-term incentive awards. The following are several of our 2023 achievements.
Solid 2023 Performance Continues to Drive Long-Term Financial Results
| • | The Company achieved free cash flow of $169 million in 2023, reflecting a 23% increase from the prior year. |
Solid 2023 Performance Continues to Drive Long-Term Financial Results
| • | The Company’s streaming revenues increased to $566 million in 2023, reflecting a 13% increase from the prior year. |
Solid 2023 Performance Continues to Drive Long-Term Financial Results
| • | We renewed key multi-year carriage agreements, including with major domestic partners, renewed the majority of our footprint across Canada and executed deals with Canadian video distributors to carry AMC+ and our streaming services. |
Solid 2023 Performance Continues to Drive Long-Term Financial Results
| • | We collaborated with Philo on an innovative new packaging arrangement that will include ad-supported AMC+ in Philo’s base video offering for all new and returning customers, at no additional cost to the customer. |
Solid 2023 Performance Continues to Drive Long-Term Financial Results
| • | We introduced an ad-supported tier of AMC+, expanding our ad-supported distribution ecosystem to now include our five linear networks, several targeted streaming services and our FAST and Connected TV (CTV) offerings. |
Solid 2023 Performance Continues to Drive Long-Term Financial Results
| • | We expanded our growing FAST channels business, which now includes 17 FAST channels, representing 100 channel feeds across 11 distribution platforms. |
Solid 2023 Performance Continues to Drive Long-Term Financial Results
| • | We became the first programmer to enable programmatic ad buying on linear networks, making our linear and digital inventory more effective for advertisers and enhancing the Company’s pioneering work in addressable advertising. |
Solid 2023 Performance Continues to Drive Long-Term Financial Results
| • | We delighted fans in 2023 with a high-quality slate of original programming across our networks and streaming services including AMC/AMC+’s Anne Rice’s Mayfair Witches, Dark Winds, The Walking Dead: Dead City, The Walking Dead: Daryl Dixon, Acorn TV’s Harry Wild, WE tv’s Love After Lockup and Toya & Reginae, HIDIVE’s anime hit OSHI NO KO, and indie film success Blackberry, among many others. |
Solid 2023 Performance Continues to Drive Long-Term Financial Results
| • | We took advantage of our strong brands and content to create an innovative programming partnership with Warner Bros. Discovery’s MAX, which made our content available to their millions of U.S. subscribers for a two-month window, driving viewership and awareness of our content and subscriber growth for AMC+. |
Solid 2023 Performance Continues to Drive Long-Term Financial Results
We received awards recognition for our content, including:
Solid 2023 Performance Continues to Drive Long-Term Financial Results
| • | Better Call Saul (AMC/AMC+) — Critics’ Choice, Television Critics’ Association, and Peabody Awards Wins, Primetime Emmy, Directors Guild of America and Saturn Awards Nominations |
Solid 2023 Performance Continues to Drive Long-Term Financial Results
| • | Anne Rice’s Interview with the Vampire (AMC): Critics’ Choice Super Awards, Television Critics’ Association, Saturn and Gotham Awards Nominations, Clio Entertainment Award Win |
Solid 2023 Performance Continues to Drive Long-Term Financial Results
| • | The Walking Dead: Dead City (AMC/AMC+) — Saturn Awards Nominations |
Solid 2023 Performance Continues to Drive Long-Term Financial Results
| • | The Taste of Things (IFC Films): Oscars’ Shortlist, Critics’ Choice, and Gotham Awards Nominations, Cannes Film Festival Awards Win |
Solid 2023 Performance Continues to Drive Long-Term Financial Results
| • | Disappearance of Shere Hite (IFC Films): Critics’ Choice Documentary, Producers Guild of America Awards Nominations |
Solid 2023 Performance Continues to Drive Long-Term Financial Results
| • | Lakota Nation vs United States (IFC Films): Critics’ Choice Documentary Awards Nominations |
Solid 2023 Performance Continues to Drive Long-Term Financial Results
| • | Birth/Rebirth (Shudder & IFC Films): Independent Spirit Awards Nominations |
Solid 2023 Performance Continues to Drive Long-Term Financial Results
| • | HIDIVE (multiple series): 14 Crunchyroll Anime Awards Nominations (including “Best New Series” and “Best Continuing Series”). |
2023 Key Compensation Decisions
| Topic | Committee Action | Committee Rationale | | Annual Incentive Bonus Pool | Approved the 2023 annual incentive bonus payouts at 101% | To reflect the Company’s performance for 2023, the Compensation Committee approved the payout of the annual incentive bonuses to the NEOs at 101% of target, based on the Company’s overall corporate performance, which was calculated based on (i) the Company’s achievement of its four goals, which included performance by the Company against its pre-established AOI and Free Cash Flow financial targets and (ii) achievement of Transformative Projects. | | 2021-2023 Cash Performance Awards Payout | Certified Company’s achievement against performance objectives and approved payout at 106.5% for the Company’s 2021 cash performance awards | To reflect the Company’s financial performance over the three-year period of 2021 to 2023, the Compensation Committee certified and approved the performance of its cash performance awards, which was calculated by averaging the achievement of three one year performance periods (2021, 2022, and 2023) against the Company’s specified targets of AOI, net revenues and free cash flow measures and then adjusting the average by performance modifiers based on the Company’s share of linear subscribers and audience among a comparator group comprised of Warner Bros. Discovery, Scripps, the legacy Viacom companies of Paramount Global, A&E and Hallmark Channels at the end of the three-year performance period resulting in an overall payout of these awards at 106.5% of target. |
Compensation Governance Practices
| ✓ | Align pay and performance | | ✓ | Majority of compensation is at risk | | ✓ | Engage in rigorous target-setting process for incentive metrics | | ✓ | Prohibit hedging and short sales by all employees | | ✓ | Discourage pledging of Company stock and require pre-approval of trading by directors and executive officers | | ✓ | No excise tax gross up provisions | | ✓ | No dividends or dividend equivalents on unvested equity awards | | ✓ | Adopted a clawback policy for erroneously awarded compensation to our executive officers compliant with SEC rules and include additional clawback provisions in our equity awards | | ✓ | Stockholder feedback incorporated into compensation program reviews | | ✓ | Retention of Pay Governance LLC, an independent compensation consultant |
Philosophy and Objectives of Our Executive Compensation Program
| • | Incentive compensation of the Company’s executive officers should be weighted more heavily on long-term rather than short-term accomplishments and results; |
Philosophy and Objectives of Our Executive Compensation Program
The primary elements of 2023 executive compensation were base salary, an annual cash incentive award and long-term incentive awards in the form of RSUs, which vest ratably over three years, and cash performance awards that cliff vest at the end of three years. We target the elements of our compensation so that at least 70% of total target compensation for our NEOs is performance-based. In this way, a significant portion of the value ultimately realized by the executive depends upon the Company’s performance and can be considered at-risk compensation.
2023 NEO Total Direct Compensation Program Structure
| Component | | Pay for Performance Rationale | Performance Period | | Base Salary | | • Based on level and merit | N/A | | Annual Cash Incentives | | • Based on the Company’s overall annual performance, which was calculated based on (i) the Company’s achievement of its four goals (see page 48 for a description of these goals), which included performance by the Company against its pre-established AOI and free cash flow financial targets and (ii) achievement of transformative projects. | One year | | Long-Term Incentive Awards | Cash Performance Awards • 50% to all of our NEOs, other than the former Interim Executive Chairman | • AOI • Free cash flow • Modifier based on Company’s share of linear subscribers and audience growth over three years | Three one-year performance periods averaged and subject to modifier tied to three-year performance | | | Restricted Stock Units (RSUs) • 50% to all of our NEOs, other than the former Interim Executive Chairman | • Stock Performance | Vests ratably over three years |
2023 Performance Metrics
2023 Performance Metrics A significant percentage of total compensation generally is allocated to at-risk compensation in accordance with the Compensation Committee’s philosophy as described above. The Compensation Committee reviews historical Company compensation, other information provided by the Compensation Committee’s independent compensation consultant, such as peer group market data, and other factors, such as each executive officer’s experience, performance and length of service, to determine the level and mix of compensation for executive officers, by position and grade level, that the Compensation Committee has deemed appropriate. The allocation between cash and equity compensation and short and long-term compensation is designed to provide a combination of fixed and at-risk compensation that is related to the achievement of the Company’s short-term and long-term objectives. Generally, the performance metrics for the Company’s incentive compensation have been based on the Company’s net revenues, AOI and free cash flow. However, in 2023, as a result of its regular review of our compensation program, the Compensation Committee decided to use only AOI and free cash flow as its financial metrics as the Compensation Committee believes that these two financial measures are key in evaluating our NEOs’ effectiveness in executing the Company’s strategy to maximize the availability and profit potential of our broad array of content distribution platforms. Moreover, both of these financial metrics are now the key performance measures used by the Company’s investors and analysts to evaluate the Company’s operating performance. The Compensation Committee believes that successful performance against these measures promotes the creation of long-term stockholder value.
2023 Performance Metrics
| • | AOI is important because it reflects our ability to control costs and generate income through our operations to invest in our current businesses as well as new opportunities. |
2023 Performance Metrics
| • | Free cash flow reflects our ability to generate cash for our stockholders after we have made the necessary investments in our current operations to ensure they continue to perform. |
2023 Performance Metrics
These financial measures make up the Company’s cash performance award objectives and are included as a component of the Annual Incentive Program. The Compensation Committee believes these streamlined metrics align with our go-forward strategy and most effectively serve to align executives’ interests with those of stockholders.
Employment Agreements
Employment Agreements We have written employment agreements with each of our NEOs. We generally enter into employment agreements with our senior executives when the Compensation Committee determines that it is appropriate to attract or retain an executive. As discussed in greater detail below under Executive Compensation Tables, “Employment Agreements,” much of the NEOs’ compensation is determined in accordance with their employment agreements. On February 15, 2023, the Company hired and entered into an employment agreement with Kristin Dolan, effective as of February 27, 2023, providing for Ms. Dolan’s employment as our Chief Executive Officer. The Compensation Committee believes that entering into employment contracts with our senior executives provides management stability and helps ensure that the Company has the continuity to achieve our strategic objectives. The Compensation Committee further recognizes that the entertainment industry standard practice is for executives to have employment agreements. Each of the NEOs has demonstrated strong performance and willingness to take on greater responsibilities as the Company evolves and their employment agreements are designed to ensure their continued contributions to the Company. For additional details about these employment agreements, please refer to the “Employment Agreements” section which is on pages 71 to 80 of this Proxy Statement.
Annual Cash Incentives
Annual Cash Incentives Annual cash incentive awards are designed to link executive compensation directly to the Company’s performance and provide incentives and rewards for excellent business performance during the year. All members of management, including the NEOs (other than Mr. Dolan), participate in the Company’s Annual Incentive Program.
NEO Annual Incentive Award Target Setting
NEO Annual Incentive Award Target Setting Each employee who is eligible for an annual cash incentive award is assigned a target annual incentive award equal to a percentage of that employee’s annual base salary. For 2023, target awards were set as a percentage of the base salary earned during 2023. The target annual cash incentive awards are determined based upon the applicable employee’s position, grade level, responsibilities, and historical and expected future contributions to the Company. In addition, each of the employment agreements of Mses. Dolan and Kelleher and Messrs. O’Connell, McDermott and Gallagher contains a target annual incentive award level. The Compensation Committee currently reviews the target award levels of the executive officers and going forward intends to do so at least annually. The Compensation Committee evaluates each such executive’s performance and experience, and, based on this evaluation and in accordance with the terms of the employment agreements, the Compensation Committee, in its sole discretion, determines target annual incentive award levels for the executive officers. Target annual incentive awards for NEOs in 2023 (expressed as a percentage of earned base salary), were as follows: Ms. Dolan — 200%; Mr. O’Connell — 100%; Mr. Gallagher — 100%; Mr. McDermott — 100%; and Ms. Kelleher — 125%. For information regarding these target annual incentive award levels, see Executive Compensation Tables, “Employment Agreements,” below.
2023 Annual Incentive Program Awards
2023 Annual Incentive Program Awards AMC’s Board and management have deliberately shifted its strategy in recent years as a result of the complex operating environment and rapidly changing media industry, to transition from a cable programmer to a multi-content distributor. To align with this shift, the Company has prioritized AOI and free cash flow as the primary indicators of performance against this evolved strategy to deliver stockholder value. Under the new Annual Incentive Program, the Company identified four goals for the year, which were critical to the Company achieving the desired directional change in its business and culture. The Company also identified a number of transformative projects linked to the four goals for the year. The Compensation Committee then weighted these four goals and related transformative projects and established key performance indicators under each goal to evaluate the Company’s performance. The payment of annual incentive awards under the Annual Incentive Program is based upon the satisfaction of these key performance indicators established by the Compensation Committee for Company performance and the performance of the employee’s specific business unit. The Company’s achievement of 101% of target was generally attributable to a combination of factors, among them (i) launch of our new AMC+ ad tier; (ii) expense savings related to the consolidation of our Corporate Real Estate Footprint; (iii) successful renewal of seven of our Affiliate Agreements; (iv) development of an innovative promotional partnership with Max to showcase AMCN scripted titles, paving way for more strategic bundling conversations; (v) expanded distribution of Streaming Products; (vi) achievement of building a new culture and organization including roll out of new mission and values statement; (vii) improving audience engagement with both viewing of AMCN originals and engagement of our subscribers on AMC+; (viii) improving the customer experience; and (ix) preserving revenue and free cash flow.
Annual Incentive Plan Utilizes Weighted Criteria Central to Strategy and Value-Creation
Annual Incentive Plan Utilizes Weighted Criteria Central to Strategy and Value-Creation
Annual Incentive Plan Utilizes Weighted Criteria Central to Strategy and Value-Creation
| | Weighting | Actual Performance | Key Performance Highlights | | Transformative Projects | 50% | 35% | • Developed and Communicated New Company Mission and Values • Launched AMC+ Ad Tier • Expanded Distribution of Streaming Products • Consolidated Corporate Real Estate Footprint • Implemented FCF forecasting process | | Goal 1: Build A New Culture & Organization | 25% | 30% | • All employees have goals aligned with the Company goals, strategies and tactics (“GSTs”) • More frequent communication by Senior Management with employees including Monthly All Employee meetings | | Goal 2: Drive Audience Engagement | 5% | 5% | • Achieved budget for total AMCN linear impressions • Achieved C3 P25-54 Budget for AMCN Originals • Improved engagement of subscribers on AMC+ | | Goal 3: Advance the Customer Experience | 5% | 6% | • Improved responsiveness to customer calls and questions • Implemented new customer service chat function | | Goal 4: Preserve Revenue and Free Cash Flow | 15% | 19% | • AOI at $670 million, slightly below top of public performance AOI target of $675 million • Exceeded FCF target by 13.2% • Exceeded target of 2023 year-end streaming subscribers | | AIP Discretionary Adjustment | | 6% | • Developed innovative promotional partnership with Max to showcase AMCN scripted titles, paving way for more strategic bundling conversations • Extended duration of 7 key affiliate agreements • Completed divestment of 25/7 production company |
Annual Incentive Plan Utilizes Weighted Criteria Central to Strategy and Value-Creation
The Committee decided to pay the participating NEOs under the 2023 Annual Incentive Program at 101% of target.
2023 Annual Incentive Award Payouts
2023 Annual Incentive Award Payouts Based on the performance under the Annual Incentive Program, the 2023 annual incentive awards were paid by the Company to the participating NEOs as shown in the table below:
2023 Annual Incentive Award Payouts
| NEO | Eligible Earnings | Target Bonus as % of Base Salary | Target Bonus | Earned Annual Incentive Program Award of Target | Actual Annual Incentive Award | | Kristin Dolan | $2,000,000 | 200% | $4,000,000 | 101.0% | $4,040,000 | | Patrick O’Connell | $800,000 | 100% | $800,000 | 101.0% | $808,000 | | James G. Gallagher | $850,000 | 100% | $850,000 | 101.0% | $858,500 | | Dan McDermott | $1,530,000 | 100% | $1,530,000 | 101.0% | $1,545,300 | | Kim Kelleher | $1,300,000 | 125% | $1,625,000 | 101.0% | $1,641,250 |
Long-term Incentives
Long-term Incentives Long-term incentives represent a substantial portion of our NEO’s total compensation. For 2023, our long-term incentive program for participating executives consisted of two elements: cash performance awards and RSUs. These long-term incentives are awarded to members of management based upon each individual’s grade level. For each Ms. Dolan, Mr. O’Connell, Mr. Gallagher, Ms. Kelleher and Mr. McDermott, their long-term incentive awards were comprised of 50% of the value in cash performance awards and 50% of the value in RSUs. Ms. Dolan also received a special award of RSUs in connection with her appointment to CEO.
Cash Performance Awards
Cash Performance Awards In 2023, our executive compensation program provided an annual grant of three-year cash performance awards to each participating executive officer and other members of management to be earned on the basis of performance of the Company relative to pre-established financial goals. Each recipient is eligible to receive a target cash performance award for the three-year vesting period, the amount of which depends on the employee’s grade level and employment agreement, if any. To the extent that the Company’s target performance objectives are achieved, and the recipient is continuously employed through the payment date, eligible employees may receive payouts greater than or less than (or none of) their target cash performance award. Due to ongoing competitive and dynamic challenges in the industry, which have continued to make multi-year performance targets unfeasible and potentially counter-productive, and the Committee’s desire to retain ambitious financial targets, the Compensation Committee has designed the long-term cash performance awards with three one-year performance periods with the performance conditions for each year set at the beginning of such year (as opposed to a single three-year performance period in which the performance conditions are set at the beginning of that period). By setting performance conditions each year, the Committee can pivot for strategic re-alignment in response to new market entrants, increased competition for talent and similar changes in the industry. Each one-year performance period will be subject to achievement of specified financial targets, which may include AOI and free cash flow. These performance targets are intended to measure the Company’s ongoing operating performance and will be subject to various adjustments, including for acquisitions and dispositions and investments in new business initiatives not contemplated at the time the performance objectives are formulated and will exclude all charges for long-term performance-based compensation. The percentage of target earned in each of the three years (which may not exceed 115% of target for 2023 and 120% of target for 2024 and has not yet been set for 2025 but may not exceed an upper limit of 150% of target) will be averaged at the end of the third year and adjusted by performance modifiers based on (i) the Company’s share of linear subscribers among a comparator group measured over the full three-year period and (ii) the Company’s share of audience among a comparator group over the full three-year period. The Company selected linear subscribers and audience among a comparator group because these measures are directly related to the Company’s heightened focus on content creation and retaining its linear subscribers. The comparator group for its linear subscriber growth and audience for the 2023 three-year performance modifier is comprised of Warner Bros. Discovery, Paramount Global (formerly known as ViacomCBS), A&E and Hallmark Channels, the Company’s direct competitors in the basic cable universe within the content and subscription linear services market. The modifier has the ability to reduce or increase the three-year average performance by up to +/-5% (+/-10% in the aggregate). On March 12, 2024, the Compensation Committee made a slight modification to the three-year performance modifiers for the 2022 and 2023 cash performance awards. The Committee retained as its performance modifiers (i) the Company’s share of linear subscribers among a comparator group measured over the full three-year period and (ii) the Company’s share of audience among a comparator group over the full three-year period. However, for its cable distribution comparator group, it decided to move from a customized peer group to the standard Nielsen definition of “English Ad Supported Cable networks” excluding the Company. The Committee believes that this will allow a more consistent comparison group that does not require adjustments if the peer group changes and reflects an accurate measurement of performance relative to the industry. For its linear viewership comparator group, it changed from a Live+30-day measurement of P2+ to a more specific Live+3-day measurement of P2+ in Sales Prime which is in line with how we internally measure ourselves. This cash performance award design enables the Company to continue to achieve the intended goals of its long-term incentive plan — alignment with Company performance and retention of key executives — while providing the flexibility to set appropriate annual incentive goals in an increasingly changing media landscape. Further, combining a performance modifier wrapped around three one-year measures enables the Company to annually set meaningful and challenging business goals while maintaining a long-term focus toward audience development, which remains a key factor in the future success of the Company. 2023 Cash Performance Award Grants. In April 2023, the Compensation Committee granted cash performance awards to the following participating NEOs in the following target amounts:
Cash Performance Awards
The 2023 annual performance targets for the cash performance awards set forth in the table below were derived from the Company’s strategic plan and represent year one for the 2023 cash performance awards, year two for the 2022 cash performance awards and year three for the 2021 cash performance awards. We believe that our strategic plan, and consequently the 2023 annual performance targets set by the Compensation Committee, reflect desired above-market performance. In determining the threshold levels of performance, the Company’s strategic plans and the degree of difficulty in achieving the targets, including a comparison with analysts’ published projections of our growth as well as the projected growth of some of our competitors, were considered. The portion of the cash performance awards tied to the 2023 performance year was determined as follows: a threshold performance of 80% of target would result in earning 80% of target and a performance of 115% of target or better would result in earning 115% of target. For purposes of determining the average three-year performance under the award (before the +/- 10% modifier is applied), 0% will be earned in respect of the first performance year for performance below threshold. Performance between threshold and target and between target and maximum will be established by linear interpolation. The Compensation Committee believed that the lowest levels on the sliding scale of the 2023 annual performance metrics for the 2021-2023 cash performance awards would likely be achieved, although there was no assurance this would occur. The Compensation Committee had the authority to amend or waive the 2023 annual performance targets under the cash performance awards and to make interpretations thereof and adjustments thereto subject to the award agreement. Cash Performance Awards — Performance Results for 2023 (2021-2023 CPAs) On February 28, 2024, the Compensation Committee determined the Company’s achievement against the 2023 annual performance objectives of AOI and free cash flow for the 2021-2023 cash performance awards. The following table shows actual performance with respect to each of the 2023 annual performance objectives relative to the targets established by the Compensation Committee in April 2023 and the resulting percentage achieved for 2023. Such percentage amount will be averaged with the percentage earned in each of the other two performance years for each tranche of cash performance awards against annual performance objectives and adjusted by the three-year performance modifier as described above.
Restricted Stock Units
Restricted Stock Units Under our executive compensation program, long-term incentive grants of RSUs are made to participating executive officers and certain other members of management pursuant to the Company’s 2016 Employee Stock Plan. The majority of our 2023 RSU awards were granted on April 13, 2023 and vest ratably over a three-year vesting period. The Committee believes that this vesting schedule provides the Company with an effective recruitment tool, conforms to industry practice and is appropriately balanced by the three-year cliff vesting of the cash performance awards. In April 2023, the Compensation Committee granted RSUs to the participating NEOs in the following amounts:
Restricted Stock Units
| NEO | RSU Awards(1) | Grant Date Fair Value(2) | | Kristin Dolan(3) | 111,145 | $2,046,179 | | Patrick O’Connell | 35,567 | $654,788 | | James. G. Gallagher | 74,097 | $1,364,126 | | Dan McDermott | 29,639 | $545,654 | | Kim Kelleher | 29,639 | $545,654 |
Restricted Stock Units
| (1) Except as noted herein, the RSU awards granted in April 2023 will vest ratably over a three-year vesting period subject to continued employment. |
Restricted Stock Units
| (2) The grant date fair value listed above is calculated in accordance with FASB ASC Topic 718 using a share price of $18.41 on April 13, 2023 as its grant value. A 20-trading day average share price was used to determine the number of shares granted to executive officers. |
Restricted Stock Units
| (3) Ms. Dolan also received a special equity award of 297,325 RSUs on February 27, 2023 in connection with her appointment as Chief Executive Officer. |
Restricted Stock Units
On February 27, 2023, the Compensation Committee granted Kristin Dolan 297,325 RSUs as a special equity award in connection with her appointment as Chief Executive Officer. The grant date fair value for these RSUs is $6,770,090 and is calculated in accordance with FASB ASC Topic 718 using a share price of $22.77 on February 27, 2023. A 20-trading day average share price was used to determine the number of shares granted to Ms. Dolan. Additional information regarding RSUs for the NEOs during 2023 is set forth in the Summary Compensation Table and the Grants of Plan-Based Awards table under “Executive Compensation Tables” below. More information regarding other equity grants for the NEOs appears in the Outstanding Equity Awards at December 31, 2023 table under “Executive Compensation Tables” below.
Role of Independent Compensation Consultant
Role of Independent Compensation Consultant In accordance with its charter, the Compensation Committee has the authority to engage outside consultants to assist in the performance of its duties and responsibilities. Our Compensation Committee utilizes the services of an independent compensation consultant to assist in determining whether the elements of our executive compensation program are reasonable and consistent with our objectives. In August 2011, after a full review and selection process, the Compensation Committee engaged Pay Governance LLC (“Pay Governance”) to serve as its independent compensation consultant. Pay Governance reports directly to our Compensation Committee, and, at the request of the Compensation Committee, Pay Governance meets with members of our management from time to time for purposes of gathering information on management proposals and recommendations to be presented to our Compensation Committee. The following is a description of the services provided by Pay Governance as the Compensation Committee’s consultant:
Role of Independent Compensation Consultant
| • | Attended all Compensation Committee meetings; |
Role of Independent Compensation Consultant
| • | Provided information, research and analysis pertaining to the executive compensation program for 2023; |
Role of Independent Compensation Consultant
| • | Regularly updated the Compensation Committee on market trends, changing practices and legislation pertaining to compensation; |
Role of Independent Compensation Consultant
| • | Assisted the Compensation Committee in making pay determinations for the Interim Executive Chairman, CEO and the other executive officers; |
Role of Independent Compensation Consultant
| • | Advised on the design of the executive compensation program and the competitiveness of individual compensation targets and awards; and |
Role of Independent Compensation Consultant
| • | Provided advice and recommendations that incorporated both market data and Company-specific factors. |
Role of Independent Compensation Consultant
During 2023, Pay Governance provided no other services to the Company. The Compensation Committee believes that Pay Governance’s work did not raise any conflict of interest during 2023. In reaching this conclusion, the Compensation Committee considered the factors set forth in the SEC rules regarding compensation advisor independence. Although such independence rules are not applicable to the Company because it is a controlled company, the Compensation Committee believes that Pay Governance nonetheless satisfies the independence factors provided in such rules.
Benchmarking
Benchmarking To ensure we provide compensation comparable to that offered by other leading companies in our industry, we compare the Company’s executive compensation levels against an appropriate peer group of companies tailored for specific NEOs. As part of the Compensation Committee’s review of 2023 compensation, Pay Governance assisted the Compensation Committee in: (1) determining the appropriate peer group to be used for competitive comparisons (the “Corporate Peer Group”); (2) assessing executive compensation in comparison with the Corporate Peer Group and in light of the Company’s performance; and (3) reviewing the Company’s equity and cash-based executive incentive programs, taking into account evolving market trends. On December 12, 2022, the Compensation Committee reviewed the Corporate Peer Group to be used in 2023. The Committee found that eight of the nine companies used for the Corporate Peer Group for 2022 performance year should remain for the 2023 performance year. However, the Committee decided to eliminate Netflix, despite it being a competitor for talent, due to its considerable growth and now being substantially larger in both market cap and revenues than AMC Networks. The Committee decided to add E.W. Scripps Company, Sinclair Broadcasting and Roku Inc. to its 2023 Corporate Peer Group in order to include companies with more comparable market cap and revenues.
Benchmarking
| 2023 Corporate Peer Group | | | Electronic Arts | Roku Inc. | | E. W. Scripps Company | Sinclair Broadcasting | | Fox Corporation | Sirius XM Holdings, Inc. | | Lions Gate Entertainment Corp. | Take-Two Interactive Software Inc. | | Nexstar Media Group, Inc. | World Wrestling Entertainment Inc. | | Paramount Global | |
Benchmarking
The Corporate Peer Group still includes companies with significantly larger market capitalizations than the Company because there are not a sufficient number of peers with similar market capitalizations in our industry to develop a broadly representative peer group. Therefore, the Committee determined that market capitalization should only be one of many factors considered when selecting a peer group. Revenues, lines of business and sources and competition for talent are also important and, thus, Fox Corporation and Paramount Global, are included in the Company’s Corporate Peer Group for 2023. This Corporate Peer Group differs from that used in the stock performance graph contained in the Annual Report on Form 10-K. In connection with the review of 2023 compensation, Pay Governance presented to the Compensation Committee a comparison of total compensation and each of its components with the median in each position’s peer group. The Compensation Committee set a general guideline for total target compensation, over time, at a range from the median to the 75th percentile of the applicable peer group, reserving for the Compensation Committee the flexibility to recognize differences by individual. The Company competes for talented executives in a highly-compensated industry. The Compensation Committee believes that this range is appropriate in light of the competitive nature of the Company’s businesses as well as the Company’s and its management’s performance. The Compensation Committee believes that these guidelines for total target compensation provide a useful point of reference, along with the other factors described above, in administering the Company’s executive compensation program. For 2023, after considering individual performance and scope of responsibilities, the Compensation Committee believes that all NEOs are assigned total target compensation levels consistent with the compensation philosophy.
Company Insider Trading Policy; Trading Restrictions and Prohibitions
Company directors and executive officers are also prohibited from engaging in any transaction in Company securities without pre-approval from the Company’s Corporate Secretary. Company directors and executive officers must also abide by the Company’s policies with respect to window and blackout periods for trading. On October 24, 2023, the Company adopted a clawback policy that was established in accordance with the listing requirement of the NASDAQ to provide for the recovery or “clawback” of certain erroneously awarded incentive-based compensation in the event that the Company is required to prepare an accounting restatement. The policy is effective December 1, 2023 and applies to incentive-based compensation received by current and former executive officers of the Company during the three fiscal years preceding an accounting restatement and after the effective date of the NASDAQ listing requirement, October 2, 2023. The Company’s form equity award agreements also provide the Company with the ability to clawback the fair market value of a recipient’s equity awards in the event of a recipient’s breach of the restrictive covenants included in their award agreement.
2023 Summary Compensation Table
2023 Summary Compensation Table The table below summarizes the total compensation paid or earned by each of our NEOs and paid by us for the years ended December 31, 2021, December 31, 2022 and December 31, 2023. Pursuant to SEC rules, the Summary Compensation Table is required to include for a particular year only those equity awards granted during that year and only cash compensation earned during that year. Accordingly, long-term cash performance awards granted during 2023 (which will be earned, if at all, at the end of 2025) are not reflected in the 2023 Summary Compensation Table and will instead be disclosed for the year during which they are earned. Long-term cash performance awards granted during 2021, which were earned at the end of 2023, are reflected in the “2023 Summary Compensation Table.”
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(3) | Bonus ($) | Stock Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Kristin Dolan(1) | 2023 | 1,653,846 | — | 8,816,270 | 4,040,000 | 71,520 | 14,581,636 | | Chief Executive Officer | | | | | | | | | Patrick O’Connell | 2023 | 800,000 | — | 654,788 | 808,000 | 13,057 | 2,276,482 | | Executive Vice President and | 2022 | 320,000 | — | 617,916 | 758,400 | — | 1,696,316 | | Chief Financial Officer | | | | | | | | | James G. Gallagher | 2023 | 850,000 | — | 1,364,126 | 2,190,334 | 38,823 | 4,443,283 | | Executive Vice President and | 2022 | 850,000 | — | 1,214,558 | 1,626,300 | 39,978 | 3,730,836 | | General Counsel | 2021 | 800,000 | — | 1,748,338 | 1,064,000 | 36,055 | 3,648,393 | | Dan McDermott (2) | 2023 | 1,530,000 | — | 545,654 | 1,864,940 | 13,200 | 3,953,794 | | President – Entertainment and | | | | | | | | | AMC Studios | | | | | | | | | Kim Kelleher (2) | 2023 | 1,300,000 | — | 545,654 | 2,040,800 | 13,400 | 3,899,854 | | Chief Commercial Officer | 2022 | 1,300,000 | — | 493,125 | 1,422,635 | 43,047 | 3,258,807 |
2023 Summary Compensation Table
| (1) On February 27, 2023, Kristin Dolan was appointed to serve as the Company’s Chief Executive Officer. On March 10, 2023, Ms. Dolan stepped down as a Class B Director on the Company’s board. For more information regarding Ms. Dolan’s compensation for service as a Class B Director, please see the “2023 Director Compensation Table.” |
2023 Summary Compensation Table
| (2) Dan McDermott was not designated an executive officer until June 15, 2023. Kim Kelleher was not designated an executive officer until October 19, 2022. |
2023 Summary Compensation Table
| (3) For 2023, salaries paid to the NEOs accounted for the following percentage of their total compensation: Ms. Dolan — 11%; Mr. O’Connell — 35%; Mr. Gallagher — 19%; Ms. Kelleher — 33%; and Mr. McDermott — 39%; |
2023 Summary Compensation Table
| (4) This column includes the value of stock-based awards granted to NEOs during 2023, 2022 and 2021 based upon the grant date fair value, as determined under SEC guidance. |
2023 Summary Compensation Table
| The 2023 figures in this column for Messrs. O’Connell, Gallagher and McDermott and Mses. Dolan and Kelleher reflect the aggregate grant date fair value of the Company’s RSUs at target that were awarded in 2023 without any reduction for the risk of forfeiture, as calculated in accordance with FASB ASC Topic 718 as follows: Ms. Dolan: $8,816,270; Mr. O’Connell: $654,788; Mr. Gallagher: $1,364,126; Ms. Kelleher: $545,654; and Mr. McDermott: $545,654. The 2023 figures for Ms. Dolan include a special equity award of 297,325 RSUs that the Compensation Committee granted to Ms. Dolan on February 27, 2023 in connection with her appointment as Chief Executive Officer. Long-term performance awards in respect of 2023 were granted in the form of cash-based awards and are not reflected in this table (instead, such awards will be disclosed for the year during which they are earned (if any)), and were granted in the following target amounts: Ms. Dolan: $1,875,000; Mr. Gallagher: $1,250,000; Mr. O’Connell: $600,000; Ms. Kelleher: $500,000; and Mr. McDermott: $500,000. Details regarding the grants of RSUs and the long-term cash performance awards can be found in the “2023 Grants of Plan-Based Awards” table and details regarding outstanding stock awards can be found in the “Outstanding Equity Awards at 2023 Year End” table. |
2023 Summary Compensation Table
| The 2022 figures in this column for Messrs. O’Connell and Gallagher and Ms. Kelleher reflect the aggregate grant date fair value of the Company’s RSUs at target that were awarded in 2022 without any reduction for the risk of forfeiture, as calculated in accordance with FASB ASC Topic 718 as follows: Mr. O’Connell: $617,916; Mr. Gallagher: $1,214,558; and Ms. Kelleher: $493,125. Long-term performance awards in respect of 2022 were granted in the form of cash-based awards and are not reflected in this table (instead, such awards will be disclosed for the year during which they are earned (if any)), and were granted in the following target amounts: Mr. Gallagher: $1,250,000; Mr. O’Connell: $600,000; and Ms. Kelleher: $500,000. |
2023 Summary Compensation Table
| The 2021 figures in this column for Mr. Gallagher reflects the aggregate grant date fair value of the Company’s RSUs at target that were awarded in 2021 without any reduction for the risk of forfeiture, as calculated in accordance with FASB ASC Topic 718 as follows: Mr. Gallagher: $1,748,338. Long-term performance awards in respect of 2021 were granted in the form of cash-based awards and are not reflected in this table (instead, such awards will be disclosed for the year during which they are earned (if any)), and were granted in the following target amounts: Mr. Gallagher: $1,250,000. |
2023 Summary Compensation Table
| (5) The 2023 figures in this column for Messrs. O’Connell, Gallagher and McDermott and Mses. Dolan and Kelleher include amounts from the annual incentive awards for performance in 2023. For Messrs. Gallagher and McDermott and Ms. Kelleher, the 2023 figures in this column also include the value of long-term cash performance awards granted in 2021, earned at the end of 2023 as follows: Mr. Gallagher: $1,331,834; Ms. Kelleher: $399,550; and Mr. McDermott: 319,640 Pursuant to SEC rules, these figures do not reflect long-term cash performance awards granted during 2023, which will be earned, if at all, at the end of 2025. |
2023 Summary Compensation Table
| The 2022 figures in this column for Messrs. O’Connell and Gallagher and Ms. Kelleher include amounts from the annual incentive awards for performance in 2022. Pursuant to SEC rules, these figures do not reflect long-term cash performance awards granted during 2022, which will be earned, if at all, at the end of 2024. |
2023 Summary Compensation Table
| The 2021 figures in this column for Mr. Gallagher include amounts from the annual incentive awards for performance in 2021. Pursuant to SEC rules, these figures do not reflect long-term cash performance awards granted during 2021, which were earned at the end of 2023. |
2023 Summary Compensation Table
| (6) The table below shows the components of this column. |
2023 Summary Compensation Table
| Name | Year | 401(k) Plan Match ($)(a) | Matching Gift Program and Other Charitable Gifts ($)(b) | Perquisites ($)(c) | Director Compensation ($)(d) | Total ($) | | Kristin Dolan | 2023 | 8,585 | — | 49,658 | 13,277 | 71,520 | | Patrick O’Connell | 2023 | 13,494 | 200 | — | — | 13,694 | | James G. Gallagher | 2023 | 13,200 | — | 25,623 | — | 38,823 | | Dan McDermott | 2023 | 13,200 | — | — | — | 13,200 | | Kim Kelleher | 2023 | 13,200 | 200 | — | — | 13,400 |
2023 Summary Compensation Table
| (a) These columns represent a matching contribution funded by the Company on behalf of each individual under the AMCN 401(k) Plan. |
2023 Summary Compensation Table
| (b) Amounts reflect the aggregate value of all matching contributions made by us on behalf of the executive officer in 2023 under our matching gifts program for employees. |
2023 Summary Compensation Table
All employees are eligible to participate in the Company’s matching gift program “Give Back at AMCN.” Under the program, we match donations made by any employee to an eligible tax-exempt organization at the rate of one dollar for each dollar donated up to $1,000 for each fiscal year. The purpose of the program is to recognize the interest of the Company and its employees in making a difference in our communities. In 2023, the Company made a contribution of $200 dollars to Memorial Sloan Kettering Cancer Center to match a donation by Kim Kelleher. The Company also made a $200 contribution to be split evenly between Caringbridge, St. Baldrick’s Foundation and Stand Up to Cancer, matching a donation made by Patrick O’Connell.
2023 Summary Compensation Table
| (c) This column represents certain perquisites provided to Kristin Dolan, the CEO, in the form of reimbursements for personal helicopter travel in an amount equal to $49,658. The column also represents certain perquisites provided to James Gallagher, the Company’s Executive Vice Chairman and General Counsel, in the form of reimbursements for car service trips in an amount equal to $25,623. None of the Company’s other NEOs receive perquisites. For more information regarding perquisites, see Compensation Discussion and Analysis, “Compensation Decision Process and Compensation Policies — Perquisites.” |
2023 Summary Compensation Table
| (d) This column reflects compensation for Ms. Kristin Dolan’s service as a non-employee director from January 1 through March 10, 2023. For more information regarding director compensation, see “2023 Director Compensation Table.” |
2023 Grants of Plan-Based Awards
2023 Grants of Plan-Based Awards The table below presents information regarding awards granted in 2023 to each NEO under the Company’s plans, including estimated possible and future payouts under non-equity incentive plan awards and other restricted stock units.
2023 Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Name | Year | Grant Date | Threshold($) | Target($) | Maximum($) | | | | Ms. Dolan | 2023 | 2/27/2023(2) | — | 4,000,000 | 8,000,000 | — | — | | | 2023 | 4/13/2023(3) | 1,312,500 | 1,875,000 | 2,343,750 | — | — | | | 2023 | 4/13/2023(4) | — | — | — | 111,145 | 2.046,179 | | | 2023 | 2/27/2023(5) | — | — | — | 297,325 | 6,770,090 | | Mr. O’Connell | 2023 | 1/1/2023(2) | — | 800,000 | 1,600,000 | — | — | | | 2023 | 4/13/2023(3) | 420,000 | 600,000 | 750,000 | — | — | | | 2023 | 4/13/2023(4) | — | — | — | 35,567 | 654,788 | | Mr. Gallagher | 2023 | 1/1/2023(2) | — | 850,000 | 1,700,000 | — | — | | | 2023 | 4/13/2023(3) | 875,000 | 1,250,000 | 1,562,500 | — | — | | | 2023 | 4/13/2023(4) | — | — | — | 74,097 | 1,364,126 | | Mr. McDermott | 2023 | 1/1/2023(2) | — | 1,530,000 | 3,060,000 | — | — | | | 2023 | 4/13/2023(3) | 350,000 | 500,000 | 625,000 | — | — | | | 2023 | 4/13/2023(4) | — | — | — | 29,639 | 545,654 | | Ms. Kelleher | 2023 | 1/1/2023(2) | — | 1,625,000 | 3,250,000 | — | — | | | 2023 | 4/13/2023(3) | 350,000 | 500,000 | 625,000 | — | — | | | 2023 | 4/13/2023(4) | — | — | — | 29,639 | 545,654 |
2023 Grants of Plan-Based Awards
| (1) This column reflects the aggregate grant date fair value of the Company’s RSUs granted to each NEO in 2023 without any reduction for risk of forfeiture, as calculated in accordance with FASB ASC Topic 718 on the grant date. |
2023 Grants of Plan-Based Awards
| (2) This row reflects the possible payouts with respect to grants of annual incentive awards under the Company’s Annual Incentive Program for performance in 2023. Each of the executives is assigned a target bonus percentage and amount; there is no threshold amount for annual incentive awards. The amounts of annual incentive awards actually paid for performance in 2023 are disclosed in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above. For more information regarding the terms of these annual incentive awards, please see Compensation Discussion and Analysis, “2023 Compensation Decisions — Annual Cash Incentives.” |
2023 Grants of Plan-Based Awards
| (3) This row reflects the Company’s long-term cash performance awards that were granted in 2023. The cash performance awards have three one-year performance periods where the performance conditions for each year are set at the beginning of each such year. Each cash performance award was granted with a target amount, and the actual amount that is earned will be based on the average of the percentage of target earned in each of the three one-year performance periods (which may not exceed 115% of target for 2023) and adjusted by a performance modifier based on the Company’s share of subscribers and audience among a comparator group measured at the end of the full three-year period. The modifier has the ability to reduce or increase the three-year average performance by up to +/-10%. These cash performance awards will be payable in the first quarter of 2026 in an amount determined by the Committee based on the Company’s performance over the performance period. See Compensation Discussion and Analysis, “2023 Compensation Decisions — Long-term Incentives — Cash Performance Awards.” |
2023 Grants of Plan-Based Awards
| (4) This row reflects the Company’s RSUs that were awarded in 2023. See Compensation Discussion & Analysis, “2023 Compensation Decisions — Long-term Incentives — Restricted Stock Units.” |
2023 Grants of Plan-Based Awards
| (5) On February 27, 2023, the Company’s Compensation Committee granted Ms. Dolan 297,325 RSUs, as a special equity award in connection with her appointment as Chief Executive Officer. These RSUs are |
2023 Grants of Plan-Based Awards
| scheduled to vest in equal thirds on February 27, 2024, February 27, 2025 and February 27, 2026. See Compensation Discussion & Analysis, “2023 Compensation Decisions — Long-term Incentives — Restricted Stock Units.” |
Outstanding Equity Awards at 2023 Year End
Outstanding Equity Awards at 2023 Year End The table below shows the aggregate number of unvested RSUs outstanding for each NEO, in each case as of December 31, 2023. The amounts in this table do not include equity awards that were vested as of December 31, 2023.
Outstanding Equity Awards at 2023 Year End
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have not Vested ($) | | Kristin Dolan | 111,145(2) | 2,088,415 | — | — | | | 297,325(3) | 5,586,737 | — | — | | Patrick O’Connell | 35,567(2) | 668,304 | — | — | | | 18,666(4) | 350,734 | — | — | | James G. Gallagher | 74,097(2) | 1,392,283 | — | — | | | 20,386(4) | 383,053 | — | — | | | 7,412(5) | 139,271 | — | — | | Dan McDermott | 29,639(2) | 556,917 | — | — | | | 8,154(4) | 153,214 | — | — | | | 1,779(5) | 33,427 | — | — | | Kim Kelleher | 29,639(2) | 556,917 | — | — | | | 10,005(4) | 187,994 | — | — | | | 2,224(5) | 41,789 | — | — |
Outstanding Equity Awards at 2023 Year End
| (1) Calculated using the closing price of Class A Common Stock on NASDAQ on December 29, 2023, the last trading day of the year, of $18.79 per share. |
Outstanding Equity Awards at 2023 Year End
| (2) One third of these RSUs vested on March 8, 2024. The remainder RSUs vest ratably on March 9, 2025 and March 9, 2026. |
Outstanding Equity Awards at 2023 Year End
| (3) One third of these RSUs vested on February 27, 2024. The remainder RSUs vest ratably on February 27, 2025 and February 27, 2026. |
Outstanding Equity Awards at 2023 Year End
| (4) One third of these RSUs vested on March 9, 2023 (and are not included in this table) and another one third of these RSUs vested on March 8, 2024. The remainder RSUs vest ratably on March 9, 2025. |
Outstanding Equity Awards at 2023 Year End
| (5) One third of these RSUs vested on March 9, 2022 (and are not included in the table) and another one third of these RSUs vested on March 9, 2023 (and are not included in the table). The remainder of the RSUs vested on March 9, 2024. |
2023 Stock Vested
2023 Stock Vested The table below shows the vesting of RSUs during the year ended December 31, 2023.
2023 Stock Vested
| Name | Number of Shares Acquired on Vesting | Value Realized On Vesting ($)(1) | | Kristin Dolan | — | — | | Patrick O’Connell | 9,332 | 181,601 | | James G. Gallagher | 26,699 | 519,563 | | Dan McDermott | 9,017 | 175,471 | | Kim Kelleher | 11,774 | 229,122 |
2023 Stock Vested
| (1) The value realized upon vesting in connection with shares granted between 2020 and 2022 was calculated using the closing price of Class A Common Stock on March 9, 2023, multiplied by the number of shares vesting on March 9, 2023. |
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation The table below shows: (1) the contributions made by the NEOs in respect of their compensation from the Company and contributions funded by the Company in 2023; (2) aggregate earnings on each NEO account balance in 2023; and (3) the account balance of such NEO under the AMC Networks Inc. Excess Savings Plan and the Executive Deferred Compensation Plan, as applicable, as of December 31, 2023.
Non-Qualified Deferred Compensation
| Name | Plan Name | Executive Contributions in 2023(1)($) | Registrant Contributions in 2023(2)($) | Aggregate Earnings in 2023(3)($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at 2023 FYE ($) | | Kristin Dolan | AMCN Excess Savings Plan | — | — | — | — | — | | Patrick O’Connell | AMCN Excess Savings Plan | — | — | — | — | — | | James G. Gallagher | AMCN Excess Savings Plan | 63,269 | — | 168,014 | — | 1,204,889 | | Dan McDermott | AMCN Excess Savings Plan | 62,942 | — | 24,191 | — | 221,224 | | | AMCN Deferred Compensation Plan | 365,552 | — | 75,313 | — | 495,582 | | Kim Kelleher | AMCN Excess Savings Plan | — | — | 1,872 | — | 35,620 |
Non-Qualified Deferred Compensation
| (1) These amounts represent a portion of the NEOs’ salaries, which are included in the numbers reported in the “Salary” column of the Summary Compensation Table that the executives contributed to the respective plans. |
Non-Qualified Deferred Compensation
| (2) The Company did not make any contributions in 2023. |
Non-Qualified Deferred Compensation
| (3) These amounts are not reported in the “All Other Compensation” column of the Summary Compensation Table. |
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) and Item 402(v) of Regulation S-K, the table below sets forth information about the relationship between compensation actually paid (“CAP”) to our principal executive officer (“PEO”) and non-PEO NEOs and certain financial performance measures of the Company and how the Company aligns executive compensation with the Company’s performance. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with Company performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement.
Pay Versus Performance
| | Summary Compensation Table Total (1) | | | | Compensation Actually Paid (2) | | | | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid for Non-PEO NEOs (4) | Value of Initial Fixed $100 Investment Based on: | | (GAAP) | Company Selected Perform- ance Measure | | Year | PEO 1 (Kristin Dolan) | PEO 2 (Christina Spade) | PEO 3 (Matthew Blank) | PEO 4 (Josh Sapan) | PEO 1 (Kristin Dolan) | PEO 2 (Christina Spade) | PEO 3 (Matthew Blank) | PEO 4 (Josh Sapan) | | | Total Shareholder Return ($) 5 | Peer Group Total Shareholder Return ($) (6) | Net Income (MM) | (AOI) (7) | | 2023 | $14,581,636 | N/A | N/A | N/A | $13,440,517 | N/A | N/A | N/A | $3,643,353 | $3,766,768 | $47.57 | $62.47 | $215,464 | $670,104 | | 2022 | N/A | $21,357,041 | $4,879,333 | N/A | N/A | $18,097,463 | $3,804,768 | N/A | $5,937,287 | $4,545,489 | $39.67 | $57.83 | $7,594 | $738,402 | | 2021 | N/A | N/A | $6,967,220 | $15,254,942 | N/A | N/A | $5,970,285 | $20,988,019 | $4,091,622 | $3,948,665 | $87.19 | $105.65 | $250,596 | $816,070 | | 2020 | N/A | N/A | N/A | $11,849,849 | N/A | N/A | N/A | $8,931,317 | $2,583,055 | $1,087,547 | $90.56 | $122.78 | $239,979 | $766,611 |
Pay Versus Performance
| (1) The dollar amounts reported for the PEOs, Mses. Dolan and Spade and Messrs. Blank and Sapan, under “Summary Compensation Table Total” are the amounts of total compensation reported for Mses. Dolan and Spade and Messrs. Blank and Sapan for each corresponding year in the “Total” column of the Summary Compensation Table as reflected on page 64. James L. Dolan served as our Interim Executive Chairman from December 5, 2022 through February 27, 2023 and is not included as an NEO in the pay versus performance table because he did not receive any incremental compensation as Interim Executive Chairman and instead continued to be paid the same compensation that he was entitled to receive as a non-employee director of the Company. As reported in the “2023 Director Compensation Table” section, in 2023, Mr. Dolan earned $84,000 paid in cash, and $129,556 in fully vested RSUs, in each case, for his service as a director. As Mr. Dolan’s RSUs were fully vested on the date of grant, his CAP is equal to the total amount reported in the “2023 Director Compensation Table”. |
Pay Versus Performance
| (2) The dollar amounts reported for Mses. Dolan and Spade and Messrs. Blank and Sapan under “Compensation Actually Paid” represent the amount of CAP to Mses. Dolan and Spade and Messrs. Blank and Sapan, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mses. Dolan and Spade and Messrs. Blank and Sapan during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the |
Pay Versus Performance
| table below were made to Mses . Dolan and Spade and Messrs. Blank and Sapan’s total compensation for each year to determine the compensation actually paid: |
Pay Versus Performance
| | Kristin Dolan | Christina Spade | Matthew C. Blank | | Joshua Sapan | | | | 2023 | 2022 | 2022 | 2021 | 2021 | 2020 | | Total Compensation as reported in Summary Compensation Table (SCT) | $14,581,636 | $21,357,041 | $4,879,333 | $6,967,220 | $15,254,942 | $11,849,849 | | Deduct Fair value of equity awards granted during fiscal year | $(8,816,270) | $(7,412,144) | $ — | $(4,514,809) | $(7,832,256) | $(5,551,125) | | Add Fair value of equity compensation granted in current year — value at end of year-end | $7,675,151 | $4,695,538 | $ — | $3,517,874 | $3,430,534 | $7,286,742 | | Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | $ — | $(103,654) | $(1,074,565) | $ — | $10,531,274 | $(3,197,081) | | Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | $ — | $(439,318) | $ — | $ — | $(396,475) | $(1,457,069) | | Compensation Actually Paid to PEO | $13,440,517 | $18,097,463 | $3,804,768 | $5,970,285 | $20,988,019 | $8,931,317 |
Pay Versus Performance
| (3) The dollar amounts reported under Average Summary Compensation Total for non-PEO NEOs represent the average of the amounts reported for the company’s named executive officers (NEOs) as a group (excluding any individual serving as our PEO for such year) in the “Total” column of the Summary Compensation Table in each applicable year. The names of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Patrick O’Connell, James Gallagher, Dan McDermott and Kim Kelleher; (ii) for 2022, Patrick O’Connell, James Gallagher, Joshua Sapan and Kim Kelleher; (iii) for 2021, Christina Spade, James Gallagher, Michael Sherin, Donna Coleman and Ed Carroll; and (iv) for 2020, Charles Dolan, Ed Carroll, James Gallagher, Donna Coleman, Chris Wymbs and Sean Sullivan. |
Pay Versus Performance
| (4) The dollar amounts reported under Average Compensation Actually Paid for non-PEO NEOs represent the average amount of “compensation actually paid” to the NEOs as a group (excluding any individual serving as our PEO for such year), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable |
Pay Versus Performance
| year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the NEOs’ total compensation for each year to determine the compensation actually paid: |
Pay Versus Performance
| | NEO Averages | | | | | | 2023 | 2022 | 2021 | 2020 | | Total Compensation as reported in Summary Compensation Table (SCT) | $3,643,353 | $5,937,287 | $4,091,622 | $2,583,055 | | Fair value of equity awards granted during fiscal year | $777,556 | $581,400 | $1,461,208 | $801,291 | | Fair value of equity compensation granted in current year — value at end of year-end | $793,605 | $288,261 | $702,004 | $726,519 | | Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | $53,839 | $(65,843) | $687,640 | $(256,673) | | Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | $53,526 | $(1,032,816) | $(71,393) | $(145,602) | | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | $ — | $ — | $ — | $(1,018,461) | | Compensation Actually Paid to Non-PEO NEOs | $3,766,768 | $4,545,489 | $3,948,665 | $1,087,547 |
Pay Versus Performance
| (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the company’s share price at the end and the beginning of the measurement period by the company’s share price at the beginning of the measurement period. |
Pay Versus Performance
| (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the peer group disclosed on the Company’s Form 10-K for the fiscal year ending in 2023. The common stocks of the following companies have been included in the peer group: Warner Bros. Discovery, Inc., the Walt Disney Company, Fox Corporation (included from March 19, 2019, when trading began), Lions Gate Entertainment Corporation, Nexstar Media Group, Inc., Roku, Inc., and Paramount Global. |
Pay Versus Performance
| (7) The Company defines AOI, which is a non-GAAP financial measure, as operating income (loss) before depreciation and amortization, cloud computing amortization, share-based compensation expense or benefit, impairment charges (including gains or losses on sales or dispositions of business), restructuring and other related charges and including the Company’s proportionate share of adjusted operating income (loss) from majority-owned equity method investees. Because it is based on operating income (loss), AOI also excludes interest expense (including cash interest expense) and other non-operating income and expense items. |
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table While we utilize several performance measures to align executive compensation with performance, all of those measures are not presented in the Pay versus Performance table. Moreover, the company generally seeks to incentivize long-term performance, and therefore does not specifically align the company’s performance measures with compensation that is actually paid (as defined by SEC rules) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between information presented in the Pay versus Performance table.
CEO Pay Ratio
CEO Pay Ratio Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, the Company is required to provide the ratio of the annual total compensation of Ms. Dolan, who served as the Company’s Chief Executive Officer for most of 2023, to the annual total compensation of the median employee of the Company (the “CEO Pay Ratio”). Set forth below is the annual total compensation earned of Ms. Dolan, the annual total compensation of our median employee, in each case for 2023, a nd the ratio of these two values:
CEO Pay Ratio
| CEO Annual Total Compensation as presented in the Summary Compensation Table | $14,581,636 | | Median Employee Annual Total Compensation | $88,982 | | CEO to Median Employee Pay Ratio | 164:1 |
CEO Pay Ratio
| CEO Annualized Total Compensation | $14,927,790 | | Median Employee Annual Total Compensation | $88,982 | | CEO to Median Employee Pay Ratio | 168:1 |