DEF 14A of National CineMedia, Inc.
Filed Mar 27, 2026 · FY20250001193125-26-127632
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board of Directors has nominated the following eight directors for election at the Annual Meeting. Important summary information about the nominees for director is set forth in the table below. Following the table is certain biographical information about each nominee for director, as well as selected information about specific qualifications, attributes, skills and experience that led our Board to conclude that each nominee for director is qualified to serve on our Board.
Board Composition
Board Composition
Board Composition
| Nominee | Age | Director Since | Independent | Occupation | Current Committee Membership* | | | | | | | | | A | C | NG | | David E. Glazek | 48 | 2019** | Yes | Partner Sunago Capital Partners, LP Executive Chairman of Turning Point Brands, Inc. Adjunct Professor Columbia Business School | | | ● | | Nicholas Bell | 42 | 2023 | Yes | Chief Executive Officer of Fanatics Live | | ● | Chair | | Kelly Campbell Kotzman | 47 | 2025 | Yes | Former President of Peacock and Hulu | ● | Chair | | | Juliana F. Hill | 57 | 2020 | Yes | Former Senior Vice President of Liquidity and Asset Management of iHeartMedia, Inc. | Chair | | ● | | Thomas F. Lesinski | 66 | 2014 | No | Chief Executive Officer of NCM, Inc. | | | | | Joseph Marchese | 44 | 2023 | Yes | General Partner Human Ventures and Casa Komos Brands Group | ● | ● | | | Simon Mullaly | 60 | 2025 | Yes | Partner at Blantyre Capital | | | | | Mark Sadie | 56 | N/A | Yes | CEO of Ster-Kinekor Theatres | | | | | * A = Audit Committee, C = Compensation and Leadership Committee, NG = Nominating and Governance Committee | | | | | | | | | ** Chair of the Board effective February 27, 2025 | | | | | | | |
Board Composition
Our Board values having directors that reflect diverse perspectives, including those based on background and professional expertise that are relevant to the Company’s advertising businesses. In considering whether to recommend any candidate for inclusion in the slate of director nominees, our Nominating and Governance Committee complies with the Company’s Corporate Governance Guidelines and Corporate Code of Business Conduct and Ethics, which requires consideration of various factors in compliance with applicable law. In addition, the Committee seeks nominees that will complement the existing members and provide diversity of background and professional expertise. Our Board believes it currently has a broad range of experience and backgrounds and will continue to revisit the makeup of the Board in the future. The United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) entered an order confirming National CineMedia, LLC’s (“NCM LLC”) Modified First Amended Plan of Reorganization of National CineMedia, LLC Pursuant to Chapter 11 of the Bankruptcy Code (as amended, the “Plan”). On August 7, 2023, all the conditions to effectiveness of the Plan were satisfied or waived, the Restructuring Transactions were substantially consummated and NCM LLC emerged from bankruptcy. On August 7, 2023, the Company entered into a Director Designation Agreement (the “Creditor Designation Agreement”) among the Company, the Consenting Creditor Designation Committee (as defined in the Creditor Designation Agreement) (the “Designation Committee”) and Blantyre Capital Limited (“Blantyre”) in accordance with the Plan. The Designation Agreement provides for the designation of up to two directors, one of whom must be independent, by Blantyre until the earlier of (i) the day following the Company's 2026 annual general meeting of its stockholders and (ii) the date, if any, on which Blantyre ceases to hold, or manage funds or accounts that hold, at least 10% of the NCMI interest. Pursuant to the Creditor Designation Agreement. Blantyre shall have the right to designate (i) two directors, one of whom must be independent, as long as Blantyre holds at least 15% of the NCMI Interests and (ii) one director as long as Blantyre holds less than 15% but at least 10% of the NCMI Interests. As of January 15, 2026, which is the Attestation Date under the Director Designation Agreement Blantyre Capital held approximately 29% of the NCMI Interests. This ownership level grants Blantyre the right to designate 2 directors. Blantyre nominated two directors, Simon Mullaly and Mark Sadie and each of these nominees was nominated by the Board for election at the Annual Meeting. The number of currently authorized director positions is eight. Each member serves a one-year term until the next Annual Meeting and until his or her successor is duly elected and qualified.
Business Experience of Nominees
Business Experience of Nominees We are soliciting proxies in favor of the election of each nominee identified below. All nominees have consented to serve as directors, if elected. If any nominee is unable or unwilling to serve as a director at the time of the Annual Meeting, the persons who are designated as proxies intend to vote, in their discretion, for such other persons, if any, as may be designated by our Board of Directors. The proxies may not vote for a greater number of persons than the number of nominees named. As of the date of this proxy statement, our Board of Directors has no reason to believe that any of the persons named below will be unable or unwilling to serve as a nominee or as a director. The names of the nominees and other information about each nominee’s experience, qualifications, attributes or skills that led our Board of Directors to conclude that the nominee should serve as a director of the Company, in light of our business and corporate structure are set forth below.
Business Experience of Nominees
| David E. Glazek Non-Employee Chair Independent Director Director Since: 2019 Age: 48 Committees: Nominating and Governance | Mr. Glazek has over 15 years of experience investing in distressed, special situations and private credit strategies. He has been a Partner and Portfolio Manager of Sunago Capital Partners, LP since 2023 and was a Partner and Portfolio Manager Standard General, LP. from 2008-2023. He previously worked at Lazard Freres & Co and the Blackstone Group. He currently serves as Executive Chairman of the board of directors of Turning Point Brands, Inc., a NYSE-traded consumer products company, where he has served as non-executive Chairman since 2019. He also has served as a Director of Workers Benefit Consortium, Inc. since 2021 and as an Adjunct Professor at Columbia Business School since 2021. Mr. Glazek holds a Bachelor of Arts from the University of Michigan and a J.D. from Columbia Law School. | | | Qualifications: Mr. Glazek’s extensive experience overseeing the operations of public and private companies, as well as his deep capital markets, legal, governance, transactional, and restructuring expertise qualifies him to serve on our Board of Directors. |
Business Experience of Nominees
| Nicholas Bell Independent Director Director Since: 2023 Age: 42 Committees: Nominating and Governance - Chair Compensation and Leadership | Mr. Bell has been the Chief Executive Officer of Fanatics Live, a digital commerce company, since January 2023. Prior to Fanatics Live, Mr. Bell was the Senior Director & Head of Product, Google Images, at Google, a multinational technology company, from June 2020- December 2022, a Co-Founder & Managing Partner at Attention Capital, a media and technology holding company, from February 2019 to May 2020, the Vice Global Head of Content & Partnership at Snap, a social media platform company, from April 2014 to January 2019, and Senior Vice-President, Digital Products, News Corporation from 2013 to 2014. | | | Qualifications: Mr. Bell’s current role of Chief Executive Officer of Fanatics Live qualifies him to offer media sales and investment advice to our management and Board. Mr. Bell’s significant business experience allows him to contribute business and content strategies as a member of our Board of Directors. |
Business Experience of Nominees
| Kelly Campbell Kotzman Independent Director Nominee Director Since: 2025 Age:47 Committees: Compensation and Leadership - Chair Audit | Ms. Campbell served as President of Peacock, NBCUniversal’s streaming service, from November 2021 to March 2025. Prior to joining Peacock, Ms. Campbell served as President of Hulu from February 2020 to October 2021 and as Chief Marketing Officer of Hulu from August 2017 to February 2020. From 2005 to 2017, Ms. Campbell held a variety of roles at Google across the Google Ads and Google Cloud businesses. Ms. Campbell also serves on the board of Urban Outfitters, Inc. and Match Group, Inc. | | | Qualifications: Ms. Campbell brings extensive experience in the streaming services and advertising industry that qualifies her to serve on our Board of Directors. Her leadership roles at Peacock and Hulu, combined with her earlier experience at Google, provide her with significant expertise in developing and executing strategy, leading large teams, and driving marketing and product initiatives at scale. |
Business Experience of Nominees
| Juliana F. Hill Independent Director Director Since: 2020 Age: 57 Committees: Audit - Chair Nominating and Governance | Ms. Hill has served as an independent consultant providing financial and strategic advisory services since 2019. Ms. Hill previously worked in several senior financial positions during her tenure at iHeartMedia, Inc., formerly Clear Channel Communications, Inc. Most recently, Ms. Hill served as iHeartMedia’s Senior Vice President of Liquidity and Asset Management, and also led a steering committee for the separation of iHeart’s subsidiary, Clear Channel Outdoor Holdings. Previously, Ms. Hill was an audit manager at Ernst &Young LLC. Ms. Hill also serves on the board of PLBY Group, Inc. | | | Qualifications: Ms. Hill's experience as a financial executive in a media company qualifies her to serve on our Board of Directors and as chair of our Audit Committee and to provide guidance to our accounting function and financial advice to our Board. |
Business Experience of Nominees
| Thomas F. Lesinski Chief Executive Officer and Director Director Since: 2014 Age: 66 Committees: None | Mr. Lesinski was appointed the Chief Executive Officer of NCM effective August 2, 2019. Previously, he served as the Chief Executive Officer of Sonar Entertainment, an independent entertainment studio from January 2016 to August 2019 and a member of its Board until February 2020. Mr. Lesinski served as the founder and CEO of Energi Entertainment, a multi-media content production company, from August 2014 until December 2015. From 2013 to 2014, Mr. Lesinski was President of Digital Content and Distribution at Legendary Entertainment, a leading media company dedicated to owning, producing and delivering content to mainstream audiences with a targeted focus on the fandom demographic. Prior to that role, from 2006 to 2013, Mr. Lesinski served as President, Digital Entertainment at Paramount Pictures, a global producer and distributor of filmed entertainment. Mr. Lesinski also served as President of Worldwide Home Entertainment at Paramount Pictures for three years, prior to which, he spent ten years in various leadership positions at Warner Bros. Entertainment and was a Managing Director for an advertising agency. Mr. Lesinski served as Non-Employee Chairman of NCM from August 1, 2018 to August 1, 2019. | | | Qualifications: Mr. Lesinski’s experience in home entertainment and digital media gives him the experience to critically review the various business considerations necessary to run a business such as ours and offers a valuable perspective as the media marketplace becomes more competitive, particularly with the growth of online and mobile advertising platforms. Mr. Lesinski's previous experience as a Chief Executive Officer and current role as the Company's Chief Executive Officer provides valuable perspective as a director. |
Business Experience of Nominees
| Joseph Marchese Independent Director Director Since: 2023 Age:44 Committees: Audit Compensation and Leadership | Mr. Marchese has been the Co-Founder and General Partner of Human Ventures, a venture capital firm, since 2015, Co-Founder and General Partner of Casa Komos Brands Group, a venture capital firm, since July 2018, and Co-Founder and Chairman of Groundswell.io, a corporate social responsibility software company, since June 2021. Previously, Mr. Marchese served as President of Advertising Revenue for Fox Networks Group, a television and asset management company, from February 2015 to March 2019. Prior to Fox Networks, Mr. Marchese held other various roles as a media executive, management consultant and multiple time entrepreneur. Mr. Marchese is a widely recognized leader in the media and technology industries and was inducted into the Advertising Hall of Achievement in 2016. Mr. Marchese has been a member of the board of directors of Clear Channel Outdoor Group since 2019 and serves on the board of other privately held media and non-profit companies. | | | Qualifications: Mr. Marchese has extensive experience in the media and advertising industries and will bring important insights to our Board regarding our industry. |
Business Experience of Nominees
| Simon Mullaly Independent Director Director Since: 2025 Age:60 Committees: None | Mr. Mullaly joined Blantyre in January 2023 as a Senior Advisor and has served as a Senior Investment Executive since June 2023. Prior to Blantyre, Mr. Mullaly served as Managing Director - Head of Credit Sales and Trading at Guggenheim Partners from January of 2021 until November of 2022. Previously, Mr. Mullaly worked at Goldman Sachs, Lehman Brothers and Deutsche Bank. He also founded and operated Yorvik Partners, an independent niche fixed-income brokerage business, until its sale in 2014. He has over 25 years of global capital markets experience, focused on leverage credit, restructurings and special situations trading and investing while working from both London and New York. Mr. Mullaly earned an MBA from the Wharton School of Business at the University of Pennsylvania and obtained a BSc (Hons) from Nottingham Trent University, England. | | | Qualifications: Mr. Mullaly’s valuable experience in the investment and capital management industries gives him the ability to provide financial and investment advice to the Company's management and Board. |
Business Experience of Nominees
| Mark Sadie Independent Director Director Since: N/A Age:56 Committees: None | Mr. Sadie, who is known professionally as Mark Sardi, has served as Chief Executive Officer of Ster-Kinekor Theatres, Africa's largest cinema exhibition and in-cinema media platform, since January 2023. Prior to Ster-Kinekor, Mr. Sadie served as Group Chief Commercial Officer of Aspen Pharmacare, a global pharmaceutical company from January 2022 to December 2022. From October 2019 to December 2021, Mr. Sadie served as Group Chief Executive Officer of Ascendis Health, a Johnannesburg Stock Exchange-listed international health and wellness group, and, from 2014 to 2019, Mr. Sadie served as Group Chief Executive Officer of House of Busby, a private equity-owned master franchisor of leading sglobal fashion brands across Southern Africa. Earlier in his career, Mr. Sadie served as Deputy Chief Executive Officer of Cipla South Africa, Chief Financial Officer of Truworths International, a Managing Director, Joint Head of Investment Banking at Nedbank Capital, and a Vice President at Rothschild (London). Mr. Sadie currently serves as a Senior Adviser to Blantyre Capital. Mr. Sadie holds a Bachelor of Business Science from the University of Cape Town and is a qualified Chartered Accountant (CA(SA)). | | | Qualifications: Mr. Sadie's extensive experience leading operational turnarounds as a Chief Executive Officer and Chief Financial Officer across a variety of industries, including media, qualifies him to serve on our Board of Directors. |
Business Experience of Nominees
Directors will be elected by a plurality of the votes of the holders of shares present in person or by proxy at the Annual Meeting. This means that the eight director nominees who receive the greatest number of votes cast by the holders of our common stock entitled to vote at the Annual Meeting will be elected as directors.
Executive Summary
| Base Salary | + | Annual Cash Incentive | + | Performance-Based Restricted Stock Units (“PBRSU”) | + | Time-Based Restricted Stock Units (“TBRSU”) | = | Total Direct Compensation |
Average of Other NEOs (b)
| What We Do | | What We Don't Do | | | ☑ | Pay for performance by structuring a significant percentage of target annual compensation in the form of variable, at-risk compensation | ☒ | We do not provide excise tax gross-ups | | ☑ | Utilize pre-established performance goals that are aligned with creation of stockholder value | ☒ | We do not pay dividends on any unvested equity awards. Dividend equivalents are only payable on such awards to the extent the awards ultimately vest and are earned. | | ☑ | Conduct a market comparison of executive compensation against a relevant peer group | ☒ | We do not allow repricing of underwater stock options without stockholder approval | | ☑ | Engage an independent compensation consultant reporting directly to the Compensation and Leadership Committee and providing no other services to the Company | ☒ | We do not allow hedging of our securities | | ☑ | Utilize double-trigger vesting for equity awards in the event of a change in control | ☒ | We do not allow pledging of our securities | | ☑ | Maintain stock ownership guidelines | ☒ | We do not provide for pension or deferred compensation other than a 401(k) plan that is available to all employees | | ☑ | Maintain mandatory Clawback policy | | | | ☑ | Mitigate undue risk | | | | ☑ | Conduct an annual say-on-pay vote | | |
Role of Compensation Consultant and CEO in Determining Executive Compensation
Role of Compensation Consultant and CEO in Determining Executive Compensation In early 2025, our CEO recommended to the Compensation and Leadership Committee the compensation structure for our NEOs, other than himself. Based on the CEO’s recommendation and the Compensation and Leadership Committee’s independent assessment of the other NEO’s compensation, the Compensation and Leadership Committee and full Board approved the recommended compensation structure in February and May of 2025. At the recommendation of the Compensation and Leadership Committee, the full Board determined and approved our CEO’s compensation in May of 2025. Our CEO was not involved in the voting or deliberations by our Compensation and Leadership Committee or our Board regarding his compensation. Our Compensation and Leadership Committee engaged Meridian, a nationally recognized consulting firm, to serve as an independent consultant on executive compensation matters during 2025. Meridian assessed the competitiveness of 2025 compensation for the executive officers and reviewed the 2026 Proxy Statement. Prior to retaining Meridian, our Compensation and Leadership Committee reviewed its independence as contemplated by the committee’s charter and applicable Nasdaq rules and determined that Meridian’s provision of services to the Compensation and Leadership Committee would not give rise to any conflicts of interest and that Meridian was independent from the Company, our Compensation and Leadership Committee and our executive officers. As part of its review, Meridian assessed our NEOs’ base salary, annual cash incentive, total cash compensation (combined salary and annual cash incentive), long-term incentives and total direct compensation against comparator peer group practices. In that regard, Meridian reviewed and recommended to the Compensation and Leadership Committee a comparator peer group, which was comprised of companies that are publicly and domestically traded, of comparable size to NCM, Inc. and in relevant industries. Our Compensation and Leadership Committee reviewed and approved the peer group.
Compensation Peer Group
Compensation Peer Group Our Compensation and Leadership Committee believes that peer group comparisons are useful to measure the competitiveness of our compensation practices and uses the information provided by the compensation consultant as an input to its decision making. Generally, the Compensation and Leadership Committee sets target compensation at or near the 50th percentile of the peer group. However, for a specific executive, the Compensation and Leadership Committee may set target compensation above or below this reference point in consideration of other factors including individual performance, roles and responsibilities within our leadership team, succession planning and retention risk. Our fiscal 2025 peer group was composed of the following companies:
Compensation Peer Group
| Acme United Corporation | OUTFRONT Media Inc. | | Cumulus Media Inc. | Saga Communications, Inc. | | Entravision Communications Corporation | Sphere Entertainment Co. | | IMAX Corp. | The Marcus Corporation | | Immersion Corporation | Thryv Holdings, Inc. | | Madison Square Garden Entertainment Corp. (formerly MSG Networks Inc.) | Townsquare Media, Inc. | | Magnite, Inc. | Urban One, Inc. (formerly Radio One) |
Compensation Peer Group
Our Compensation and Leadership Committee made several changes to the peer group from the prior year to better align with NCM's business. We removed five companies and added seven from our 2024 peer group. The Compensation and Leadership Committee determined to remove peer group companies as a result of restructuring, acquisition or a determination of that their size was too large relative to the Company’s current financial results. The Compensation and Leadership Committee added seven companies to the peer group companies primarily based on industry and size with a focus on ensuring that the added companies included an appropriate mix of larger and smaller peer group companies.
2025 Compensation
| Component | Description | Purpose | | Base Salary | Fixed cash component | Reward for level of responsibility, experience and sustained individual performance | | Annual Cash Incentive | Cash performance bonus based on achievement of pre-determined performance goals. | Reward team achievement against specific objective annual financial goals | | Long-Term Incentives | Equity grants in 2025 consisted of: •Performance-based restricted stock units •Time-based restricted stock units | Reward for the creation of stockholder value, align the interests of the executives with those of our stockholders and retain the executives for the long-term | | Other Compensation | A matching contribution to our defined contribution 401(k) plan and various health, life and disability insurance plans and other customary employee benefits. | Provide an appropriate level of employee benefit plans and programs | | Severance Benefits | General severance benefits are payable upon an NEO’s qualifying termination of employment as specified under the NEOs’ employment agreements. Severance benefits payable in connection with a change in control require an NEO to incur a qualifying termination of employment within a specified period following a change of control. No excise tax gross-ups are provided. | Provide stability when there is a potential change in control or other possible termination situations and to enhance the Company’s ability to attract and retain executives | | Other Policies | Stock Ownership Guideline policy, Clawback policy and Insider Trading policy, which includes anti-hedging and anti-pledging policies | Reflect risk-mitigating governance features and enhance alignment with stockholder interests |
2025 Compensation
Specific compensation decisions made in 2025 are described below. Base Salary. Base salaries for our named executive officers were established based on the scope of their role and responsibilities, taking into account the experience and seniority of the individual, individual performance, peer group salary levels and other primarily subjective factors deemed relevant by our Compensation and Leadership Committee. Base salaries are reviewed periodically by our Compensation and Leadership Committee and our Board and may be adjusted from time to time pursuant to such review and/or in accordance with guidelines contained in the various employment agreements. We believe the 2025 base salaries were within a market-competitive range compared to our peer group. The base salaries of our NEOs in 2025 compared to 2024 as of the end of each fiscal year were as follows.
2025 Compensation
(1) The actual salary paid to Ms. Sullivan was prorated for the time she served in her position. Annual Cash Incentive. Annual cash incentives are intended to compensate executives for achieving financial goals that support our annual operational and strategic goals. The Compensation and Leadership Committee set each NEO’s 2025 annual cash incentive target opportunity (expressed as a percentage of base salary) based on the NEO’s responsibility, experience and seniority, as well as peer group data. We believe our annual cash incentives, in combination with base salaries, deliver competitive total cash compensation. Payments of annual cash incentives are objectively calculated for each NEO based on the achievement of specific financial targets. The process for setting the financial targets for 2025, consistent with previous years, was part of the annual budget review and approval process. Based on achieved performance against each financial goal, each NEO could earn between 0% and 200% of his or her target annual incentive. For 2025, the annual cash incentive was based on two financial metrics: (i) Total Consolidated Revenue, which accounts for 25% of the payout and (ii) Adjusted Operating Income before Depreciation and Amortization (“AOIBDA”), which accounts for 75% of the payout. These performance measures were selected because they are consistent with our primary measurement metrics and key performance indicators used to manage our business, determine how we are performing versus our internal goals and targets, and benchmark our performance in the marketplace in which we operate. These performance measures are non-GAAP measures, which are specifically defined in the “Performance Measures Used in Incentive Plans for Fiscal 2025” section below. Straight line interpolation is applied to performance between the levels shown and the actual payouts are described below (in millions).
2025 Compensation
| Revenue Target | Revenue % of Target | Revenue Portion Payout | AOIBDA Target | AOIBDA % of Target | AOIBDA Portion Payout | | $323.0 | 120.0% | 200.0% | $78.2 | 150.0% | 200.0% | | $269.2 | 100.0% | 100.0% | $52.1 | 100.0% | 100.0% | | $201.9 | 75.0% | 50.0% | $31.3 | 60.0% | 50.0% | | $< 201.9 | < 75.0% | 0.0% | $< 31.3 | < 60.0% | 0.0% |
2025 Compensation
The Company achieved actual fiscal year 2025 Total Consolidated Revenue of $243.2 million and $39.1 million of AOIBDA. The achievement of each target resulted in a payout of 71.8% of target. Earned annual cash incentives were paid on February 19, 2026. See below for detail on the 2025 annual cash incentive payments to our NEOs:
2025 Compensation
| | Annual Cash Incentive | | | | Name | Target Award as a % of Salary | Total Actual Award as a % of Target Award | Total Award Amount | | Thomas F. Lesinski | 100.0% | 71.8% | $664,150 | | Ronnie Y. Ng | 80.0% | 71.8% | $344,640 | | Catherine A. Sullivan(1) | 85.0% | 71.8% | $— | | Maria V. Woods | 75.0% | 71.8% | $228,863 |
2025 Compensation
| | 2025 Restricted Stock Units (RSU) Awards (1) | | | | | | | | PBRSUs | | TBRSUs | | Total | | | Name | Target Grant Date Fair Value of Shares | Target Number of Shares Granted | Grant Date Fair Value of Shares | Number of Shares Granted | Total Grant Date Fair Value | Total Number of Target Shares Granted | | Thomas F. Lesinski | $500,002 | 89,127 | $500,002 | 89,127 | $1,000,004 | 178,254 | | Ronnie Y. Ng | $350,001 | 61,947 | $350,001 | 61,947 | $700,002 | 123,894 | | Catherine A. Sullivan | $350,001 | 61,947 | $350,001 | 61,947 | $700,002 | 123,894 | | Maria V. Woods | $200,004 | 35,399 | $199,999 | 35,398 | $400,003 | 70,797 |
2025 Compensation
The PBRSUs and TBRSUs include the right to receive dividend equivalents, subject to vesting. Stock Options. On May 5, 2025, the Board approved the grant of premium-priced stock options to Mr. Lesinski. The Board set the exercise price of the stock options at $35.00 when the closing price of Company shares was $5.61, in accordance with the terms of Mr. Lesinski's employment agreement.
2025 Compensation
| | 2025 Stock Option Awards | | | | | Name | Grant Date Fair Value of Options | Number of Options Granted (1) | Exercise Price | Closing Stock Price on Date of Grant | | Thomas F. Lesinski | $— | 250,000 | $35.00 | $5.61 |
2025 Compensation
Results for Performance-Based Restricted Stock Units with Measurement Periods Ended January 1, 2026. 2023 PBRSU. The metric for the portion of the 2023 PBRSUs related to the 2025 performance year was set on February 9, 2024 as a measure of Unlevered Free Cash Flow per Share, a non-GAAP measure which is defined and further described below. The minimum Unlevered Free Cash Flow per Share threshold is $0.60, which would result in a 50% payout, and the maximum Unlevered Free Cash Flow per Share threshold $1.00, as defined below, which will result in a 100% payout. Actual fiscal year 2025 performance results were achieved at 33.6% of the target, resulting in no shares vesting on March 2, 2026 for Mr. Lesinski. 2024 PBRSU. The 2024 PBRSUs were not typical of the Company’s historical grants under its long-term incentive plans and served different purposes in connection with the Company’s emergence from the Chapter 11 Case. On April 11, 2023, NCM LLC filed a voluntary petition for reorganization (“Chapter 11 Case”) with a prearranged Chapter 11 plan under Chapter 11 of Title 11 of the United States Code. NCM LLC’s emergence from the Chapter 11 Case is described in further detail in our Annual Report on Form 10-K. The 2024 PBRSUs were designed and approved by the Board following emergence, which included 6 directors that were nominated by the Company’s stockholders that were prepetition secured lenders, in consultation with the prepetition secured lenders. The 2024 PBRSUs were larger than typical PBRSU grants and set aggressive targets that were intended to align managements interests with stockholders. The metric for the portion of the 2024 Financial-based PBRSUs, as defined below, related to the 2025 performance year was set on February 9, 2024, with a measure of Unlevered Free Cash Flow per Share, a non-GAAP measure which is defined and further described below. For the Financial-based PBRSUs, the performance metric was set on February 9, 2024 and actual fiscal year 2025 performance results were achieved at 33.6% of the target, resulting in no shares vesting. The unvested shares could vest in part or in all if the minimum range of the TSV, a non-GAAP measure which is defined and further described below, is achieved prior to February 25, 2027. For the Market-based PBRSUs, the range of metrics was set on February 9, 2024, with a range of TSV. The minimum range was not achieved in 2024 or 2025. As such, there has been no vesting for this portion of the 2025 PBRSUs. The following table shows the number of shares vested for Mr. Lesinski for the 2023 PBRSUs related to the 2025 performance year.
Stockholder Say-on-Pay Vote
Stockholder Say-on-Pay Vote In establishing and recommending 2025 compensation for the Company’s NEOs, our Compensation and Leadership Committee considered the results of the say-on-pay vote at the 2025 Annual Meeting of Stockholders. At that meeting, 59.6% of our stockholders approved the 2024 executive compensation program on an advisory basis. Following NCM LLC’s emergence from the Chapter 11 Case, the Company’s 2024 compensation program, including the 2024 TBRSU and PBRSU grants, was established following significant stockholder input. The Company believes the program is in the best interest of the Company’s stockholders. As a result of the say-on-pay vote, the Company initiated a stockholder outreach to solicit feedback on our executive compensation program. The Company contacted shareholders holding approximately 76.1% of the Company’s outstanding shares, including each of the Company’s top 25 shareholders, and ultimately engaged with seven stockholders holding approximately 46.9% of the Company’s outstanding shares. The outreach included participation from the Company’s Board Chair and Compensation and Leadership Committee Chair. Stockholder feedback did not raise significant concerns with the Company’s compensation programs but did highlight the preference of prioritizing establishing 3-year performance targets using core operating performance targets instead of the one year performance targets utilized in the 2024 PBRSUs. The stockholders understood that the 2024 PBRSUs were granted in connection with the Chapter 11 Case by the Board following emergence, which included 6 directors that were appointed by the Company’s stockholders that were prepetition secured lenders, in consultation with the emergence stockholders and required the Company to achieve significant stretch results in order to fully vest. The feedback recommended avoiding off cycle awards and maintaining a regular cycle of performance grants. The Company shared this stockholders feedback with the Board of Directors. Our Board of Directors appreciates stockholder feedback and will continue to take stockholder views into account when reviewing the compensation program throughout the year. The Company’s 2025 compensation program included several key changes in response to stockholder feedback. Grants of PBRSU’s for 2025 are subject to a 3-year cumulative free cash flow performance target, a metric the Company has used historically and is important to the Company's long-term strategy and creating value for shareholders. The Company expects to continue to utilize long-term cumulative performance targets in its compensation programs and does not currently expect to make grants similar to the emergence grants in the future. Other Compensation. Our employees, including our NEOs, participate in various employee benefits. These benefits include the following: medical and dental insurance; flexible spending accounts for healthcare; life, accidental death and dismemberment and disability insurance; employee assistance programs (confidential counseling); a 401(k) plan and paid time off. We do not sponsor or maintain any qualified or non-qualified defined benefit plans, non-qualified defined contribution plans or other deferred compensation plans. Our Compensation and Leadership Committee may elect to provide our officers and other employees with non-qualified defined contribution or deferred compensation benefits if our Compensation and Leadership Committee determines that doing so is in our best interests. Potential Payments upon Termination or Change in Control. Upon certain types of terminations of employment, payments may be made to our executive officers in accordance with their respective employment agreements. These events and potential amounts are further described below under the heading “Potential Payments Upon Termination or Change in Control.” Performance Measures Used in Incentive Plans for Fiscal 2025. When setting performance goals under the Company’s incentive plans, our Compensation and Leadership Committee considers the Company’s past performance, business outlook and other corporate financial measures. Target performance levels are intended to be challenging but achievable. Goals above target are stretch goals and will require an increasingly challenging level of performance in order to be achieved. The Compensation and Leadership Committee prefers performance targets that require achievement over a multi-year period to incentivize performance throughout the entire period. Presented below are definitions of performance measures used in our incentive plans. Our Compensation and Leadership Committee may apply pre-determined adjustments to the definitions of the financial performance criteria under the plans.
Equity Award Grant Practices
Equity Award Grant Practices The Compensation and Leadership Committee approves all equity award grants to our NEOs on or before the grant date of the award. The Compensation and Leadership Committee’s historic practice is to review executive compensation annually and make awards as a part of a review of each executive’s overall compensation review. This process typically occurs in our first fiscal quarter, except when a contract renewal or contractual requirement occurs at a different time. The Compensation and Leadership Committee does not have a practice of granting equity awards in anticipation of the release of material, nonpublic information or time the release of material, nonpublic information based on equity award grant date, vesting date, or known stock sale or option exercise date, and the Compensation and Leadership Committee does not coordinate the release of material non-public information with the grants of equity awards in a manner that would intentionally benefit our NEOs or otherwise for the purpose of affecting the value of executive compensation. During the 2025 fiscal year, our NEOs received only PBRSUs and TBRSUs, with stock options only granted to our CEO in accordance with his employment agreement.
FISCAL 2025 SUMMARY COMPENSATION TABLE
FISCAL 2025 SUMMARY COMPENSATION TABLE The following table shows the amount of compensation earned by our NEOs during the years indicated. For additional information regarding the material terms of each NEOs’ employment agreement, see “Employment Agreements” and “Potential Payments Upon Termination or Change in Control” below.
FISCAL 2025 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary (1) | Stock Awards (2) | Option Awards | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total | | Thomas F. Lesinski | 2025 | $960,577 | $1,000,005 | $— | $664,150 | $28,166 | $2,652,898 | | Chief Executive Officer | 2024 | $925,000 | $7,510,860 | $— | $1,136,825 | $120,462 | $9,693,147 | | | 2023 | $925,000 | $852,320 | $34,648 | $925,000 | $1,857,158 | $4,594,126 | | Ronnie Y. Ng | 2025 | $623,077 | $700,001 | $— | $344,640 | $6,710 | $1,674,428 | | Chief Financial Officer | 2024 | $560,577 | $3,642,502 | $— | $527,126 | $65,690 | $4,795,895 | | | 2023 | $550,000 | $6,317 | $— | $412,500 | $964,411 | $1,933,228 | | Catherine A. Sullivan (5) | 2025 | $630,000 | $700,001 | $— | $— | $1,219,162 | $2,549,163 | | President | | | | | | | | | Maria V. Woods (6) | 2025 | $441,346 | $400,003 | $— | $228,863 | $7,367 | $1,077,578 | | Executive Vice President | 2024 | $425,000 | $1,821,256 | $— | $391,744 | $37,592 | $2,675,592 | | and General Counsel | | | | | | | |
FISCAL 2025 SUMMARY COMPENSATION TABLE
(1) The Company's 2025 fiscal year included 53 weeks, which resulted in an additional payroll period. (2) The amounts represent the aggregate grant date fair value of the target level of stock awards and option awards computed in accordance with ASC Topic 718. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of these awards, refer to Note 11—Share-based Compensation within the notes to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended January 1, 2026, filed on February 26, 2026. Certain of the stock awards granted in 2025 are scheduled to vest based upon the achievement of performance conditions relating to “Free Cash Flow” at the end of a three-year measuring period. The amounts for these awards are presented based on 100.0% of the fair market value on the date of grant. Actual results could materially differ from this estimate. The maximum amounts payable for awards granted during fiscal 2025 assuming the highest level of performance can exceed the total amount granted. The table below includes the maximum amounts payable for awards granted during fiscal 2025 assuming the highest level of performance is achieved:
FISCAL 2025 SUMMARY COMPENSATION TABLE
| Name | Grant Date | Maximum Number of Shares Scheduled to Vest | Maximum Grant Date Fair Value (a) | | Thomas F. Lesinski | 5/5/2025 | 267,381 | $1,500,006 | | Ronnie Y. Ng | 5/1/2025 | 185,841 | $1,400,004 | | Catherine A. Sullivan | 5/1/2025 | 185,841 | $1,400,004 | | Maria V. Woods | 5/1/2025 | 106,196 | $800,011 |
FISCAL 2025 SUMMARY COMPENSATION TABLE
(a) The amount is based on the maximum number of shares as of the grant date subject to the award assuming the highest level of performance is achieved (120% achievement resulting in a 200% vesting for 2025 grants) for the performance-based restricted stock unit grants. The time-based restricted stock unit grants are included at 100%. The amounts for these awards are presented based upon the fair market value on the date of grant. (3) The amounts represent the amounts earned for the Annual Cash Incentive for 2025, which were paid on February 19, 2026. (4) The following table provides details about each component of the “All Other Compensation” column from the Fiscal 2025 Summary Compensation Table above for fiscal 2025.
FISCAL 2025 SUMMARY COMPENSATION TABLE
| Name | Year | 401(k) Employer Contribution | Term Life Insurance (a) | Disability Insurance (b) | Misc. (c) | Severance (d) | Total All Other Compensation | | Thomas F. Lesinski | 2025 | $1,708 | $9,847 | $720 | $15,891 | $— | $28,166 | | Ronnie Y. Ng | 2025 | $3,915 | $914 | $720 | $1,160 | $— | $6,710 | | Catherine A. Sullivan | 2025 | $4,200 | $4,386 | $720 | $7,356 | $1,202,500 | $1,219,162 | | Maria V. Woods | 2025 | $4,200 | $1,786 | $720 | $660 | $— | $7,367 |
FISCAL 2025 SUMMARY COMPENSATION TABLE
Represents imputed income for term life insurance coverage. Represents imputed income for long-term and short-term disability insurance coverage. (c) Represents taxable fringe benefits and allowances for Mr. Lesinski, Mr. Ng, Ms. Sullivan and Ms. Woods. (d) The severance balance will be paid out over twelve months subject to Ms. Sullivan's compliance with the conditions included in her severance agreement. (5) Ms. Sullivan joined the Company in May of 2024 and was not subject to disclosure requirements for fiscal 2024. Amount for fiscal 2025 represents her prorated salary through her last day of employment with the Company on December 1, 2025. (6) Ms. Woods was not subject to disclosure requirements for fiscal 2023.
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS The following table shows the awards granted to our NEOs for our 2025 fiscal year.
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS
| | Grant | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#) (2) | | | All Other Stock Awards: Number of Shares of Stock | All Other Option Awards: Number of Securities Under-lying Options | Exercise of Base Price of Option | Grant Date Fair Value of Stock and Option Awards | | Name | Date | Threshold | Target | Maximum | Threshold | Target | Maximum | (#)(3) | (#) | Awards | (4) | | Thomas F. | N/A | $462,500 | $925,000 | $1,850,000 | — | — | — | — | — | — | $— | | Lesinski | 5/5/2025 | $— | $— | $— | 44,564 | 89,127 | 178,254 | — | — | — | $500,002 | | | 5/5/2025 | $— | $— | $— | — | — | — | 89,127 | — | — | $500,002 | | | 5/5/2025 | $— | $— | $— | — | — | — | — | 250,000 | $35.00 | $— | | Ronnie Y. | N/A | $240,000 | $480,000 | $960,000 | — | — | — | — | — | — | $— | | Ng | 5/1/2025 | $— | $— | $— | 30,974 | 61,947 | 123,894 | — | — | — | $350,001 | | | 5/1/2025 | $— | $— | $— | — | — | — | 61,947 | — | — | $350,001 | | Catherine A. | N/A | $276,250 | $552,500 | $1,105,000 | — | — | — | — | — | — | $— | | Sullivan | 5/1/2025 | $— | $— | $— | 30,974 | 61,947 | 123,894 | — | — | — | $350,001 | | | 5/1/2025 | $— | $— | $— | — | — | — | 61,947 | — | — | $350,001 | | Maria V. | N/A | $159,375 | $318,750 | $637,500 | — | — | — | — | — | — | $— | | Woods | 5/1/2025 | $— | $— | $— | 17,700 | 35,399 | 70,798 | — | — | — | $200,004 | | | 5/1/2025 | $— | $— | $— | — | — | — | 35,398 | — | — | $199,999 |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS
(1) Amounts represent potential cash bonus amounts if targets are achieved for 2025 performance for each NEO. See “Non-Equity Incentive Plan Compensation” in our Summary Compensation Table for amounts paid. (2) Represents PBRSU grants made in 2025 under the Equity Incentive Plan. The restricted stock unit awards provide that the award will accrue dividends payable subject to vesting, if applicable. For additional information regarding equity awards see “Long-Term Incentives” in the CD&A and “Equity Incentive Plan Information.” (3) Represents TBRSU grants made in 2025 under the Equity Incentive Plan. TBRSUs vest ratably over a three-year period. (4) Grant date fair value of stock awards was calculated in accordance with FASB ASC Topic 718. While some of the 2025 restricted stock unit awards will only vest dependent upon actual achievement of predetermined targets, they are presented in the table based on target amounts. Refer to footnote (1) of our Summary Compensation Table for the maximum value of shares that could be earned.
OUTSTANDING EQUITY AWARDS AT JANUARY 1, 2026
OUTSTANDING EQUITY AWARDS AT JANUARY 1, 2026
OUTSTANDING EQUITY AWARDS AT JANUARY 1, 2026
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Un-exercisable (#) | Option Exercise Price | Option Expiration Date (1) | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested (2) | Equity Incentive Plan Award: Number of Unearned Shares That Have Not Vested (#) | Equity Incentive Plan Award: Market or Payout Value of Unearned Shares That Have Not Vested (2) | | Thomas F. | 8/2/2019 | 65,019 | — | $27.10 | 8/2/2029 | — | $— | — | $— | | Lesinski | 7/29/2020 | 50,060 | — | $27.10 | 7/29/2030 | — | $— | — | $— | | | 8/4/2021 | 21,998 | — | $30.90 | 8/4/2031 | — | $— | — | $— | | | 8/1/2022 | 25,000 | — | $15.80 | 8/1/2032 | — | $— | — | $— | | | 8/1/2022 | 37,093 | — | $35.00 | 8/1/2032 | — | $— | — | $— | | | 7/31/2023 | 16,667 | 8,333(3) | $35.00 | 7/31/2033 | 74,560(5) | $290,038 | 74,560(9) | $290,038 | | | 2/9/2024 | — | — | $— | — | 413,334(6) | $1,607,869 | 860,766(10) | $3,348,380 | | | 5/5/2025 | — | 250,000(4) | $35.00 | 5/5/2035 | 89,127(7) | $346,704 | 89,127(11) | $346,704 | | Ronnie | 9/27/2021 | 10,609 | — | $38.00 | 9/27/2031 | — | $— | — | $— | | Y. Ng | 2/9/2024 | — | — | $— | — | 206,667(6) | $803,935 | 430,384(10) | $1,674,194 | | | 5/1/2025 | — | — | $— | — | 61,947(8) | $240,974 | 61,947(11) | $240,974 | | Catherine | 5/15/2024 | — | — | $— | — | | $— | 31,809(10) | $123,737 | | A. Sullivan | 5/1/2025 | — | — | $— | — | | $— | 12,834(11) | $49,924 | | Maria V. | 2/9/2024 | — | — | $— | — | 103,334(6) | $401,969 | 215,192(10) | $837,097 | | Woods | 5/1/2025 | — | — | $— | — | 35,398(8) | $137,698 | 35,399(11) | $137,702 |
OUTSTANDING EQUITY AWARDS AT JANUARY 1, 2026
Options generally expire 90 days from the term date if the NEO terminates employment. In the event of termination without cause, Mr. Lesinski’s options expire 180 days from the term date. (2) Amounts are based on $3.89 per share, the closing stock price on January 1, 2026 based on the target level of performance. The amounts for these awards are presented based on 100.0% of the fair market value on the date of grant. (3) The stock options vest 33.33% per year, with the first vesting occurring on July 31, 2024, subject to continuous service. (4) The stock options vest 33.33% per year, with the first vesting occurring on May 5, 2026, subject to continuous service. (5) The TBRSUs vest 33.33% per year, with the first vesting occurring on July 31, 2024, subject to continuous service. (6) The TBRSUs vest 30% at the end of 2024, 7.5% at the end of each quarter in 2025 and 10% at the end of each quarter in 2026, subject to continuous service. (7) The TBRSUs vest 33.33% per year, with the first vesting occurring on May 1, 2026, subject to continuous service. (8) The TBRSUs vest 33.33% per year, with the first vesting occurring on May 1, 2026, subject to continuous service. (9) The PBRSUs are scheduled to vest at the end of the three-year measuring period subject to achievement of the actual cumulative “Free Cash Flow” target for 2023 and "Unlevered Free Cash Flow per Share" target for 2024 and 2025 and continuous service. These figures assume 100% vesting of the restricted stock units prior to any modification. (10) One half of the PBRSUs are subject to achievement of market-based performance metrics, TSV, ("Market-based PBRSUs") at any point before December 31, 2026 and one half are subject to vest based on the achievement of specific Company financial performance metrics, unlevered free cash flow per share target for 2024, 2025 and 2026 ("Financial-based PBRSUs") and continuous service. Each of the three annual tranches vests five days after the Form 10K for the respective year has been filed subject to continuous service. These figures assume 100% vesting of the restricted stock units prior to any modification. The PBRSUs are scheduled to vest 60 days after the end of the three-year measuring period, subject to achievement of the actual cumulative “Free Cash Flow” target for 2025, 2026 and 2027 and continuous services. These figures assume 100% vesting of the restricted stock units prior to any modification. See “Long-Term Incentives” in the CD&A for additional information.
STOCK VESTED DURING FISCAL 2025
STOCK VESTED DURING FISCAL 2025 The following table shows information regarding the vesting during fiscal 2025 of restricted stock unit awards granted to the NEOs. No options were exercised by any NEOs during fiscal 2025.
STOCK VESTED DURING FISCAL 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting (1) | | Thomas F. Lesinski | 552,525 | $3,019,213 | | Ronnie Y. Ng | 223,543 | $1,233,382 | | Catherine A. Sullivan | 50,160 | $244,729 | | Maria V. Woods | 112,165 | $616,694 |
STOCK VESTED DURING FISCAL 2025
(1) Amounts are based on the closing stock price on the vesting date.
PENSION BENEFITS AND NON-QUALIFIED DEFERRED COMPENSATION
PENSION BENEFITS AND NON-QUALIFIED DEFERRED COMPENSATION The Company does not provide any qualified or non-qualified defined benefit pension plan participation to its NEOs and none of our NEOs participated in a non-qualified deferred compensation arrangement in 2025 other than the Company’s 401(k) plan. Subject to the terms and conditions set forth in the Company's 401(k) plan, each eligible participant may elect to contribute a portion of salary and non-equity incentive plan awards earned within their respective 401(k) plan. All of a participant’s contributions are credited to a deferral account maintained for each participant. Amounts credited to deferral accounts are adjusted periodically to reflect earnings and losses (calculated based on the market return of investment options selected by participants that the Company makes available under the plans). A multitude of investment options are available under the plan. Participants may make investment changes at any time. With certain exceptions, deferral accounts are paid or commence payment upon a fixed payment date, as elected by the participant, or upon the participant’s retirement. Payments are typically made in a single lump sum.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table sets forth payments that would have been payable to our NEOs upon termination of their employment under their employment agreements, as amended, and under the Equity Incentive Plan if each of these circumstances described in the table had occurred on January 1, 2026. The following discussion is based on the assumption that the actual bonus amount would be the target amount reported as a non-equity incentive plan award in the Grants of Plan Based Awards table. Actual payments may be more or less than the amounts described below. In addition, the Company may enter into new arrangements or modify these arrangements, from time to time. Each employment agreement provides additional detail and definitions for the termination reasons, such as disability, cause and change in control, among others. Catherine A. Sullivan has been omitted from the table because she was not employed by the Company on January 1, 2026. In connection with her separation from the Company effective December 1, 2025, the Company entered into a severance agreement with Ms. Sullivan. The severance agreement provides Ms. Sullivan with the opportunity to receive severance payments of: (a) $650,000 (representing 100% of her base salary) and (b) $552,500 (representing 100% of her target bonus), paid in equal installments over 12 months beginning in January 2026. As of her separation date, Ms. Sullivan was also eligible to continued vesting of 71,607 outstanding TBRSU and PBRSU awards based upon the future achievement of performance based targets and consistent with the original vesting timing. All payments and continued vesting are subject to her compliance with the terms of the severance agreement, including non-compete and non-disparagement obligations.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| | Cash Severance (1) (2) | Medical Insurance (3) | Term Life Insurance (4) | Disability Insurance (4) | 401(k) Employer Contribution | Value of Accelerated Equity Awards (5) | Total | | Thomas F. Lesinski (a) | | | | | | | | | Without Cause or For Good Reason or Non-renewal by Company | $1,850,000 | $22,212 | $— | $— | $— | $1,813,370 | $3,685,582 | | Without Cause or For Good Reason in connection with a Change of Control* | $3,700,000 | $22,212 | $— | $— | $— | $8,007,360 | $11,729,572 | | Death | $— | $22,212 | $— | $— | $— | $1,813,370 | $1,835,582 | | Disability** | $462,500 | $22,212 | $9,847 | $720 | $— | $1,813,370 | $2,308,649 | | Ronnie Y. Ng (b) | | | | | | | | | Without Cause or For Good Reason or Non-renewal by Company | $1,080,000 | $27,257 | $— | $— | $— | $750,879 | $1,858,136 | | Without Cause or For Good Reason in connection with a Change of Control* | $1,080,000 | $27,257 | $— | $— | $— | $3,802,475 | $4,909,732 | | Death | $— | $27,257 | $— | $— | $— | $750,879 | $778,136 | | Disability** | $300,000 | $27,257 | $914 | $720 | $— | $750,879 | $1,079,770 | | Maria V. Woods (c) | | | | | | | | | Without Cause or For Good Reason or Non-renewal by Company | $743,750 | $7,098 | $— | $— | $— | $385,227 | $1,136,075 | | Without Cause or For Good Reason in connection with a Change of Control* | $743,750 | $7,098 | $— | $— | $— | $1,353,810 | $2,104,658 | | Death | $— | $— | $— | $— | $— | $385,227 | $385,227 | | Disability** | $212,500 | $— | $— | $— | $— | $385,227 | $597,727 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
* A termination in connection with a change of control is defined as 12 months following the change of control within the respective employee agreements and 3 months prior to or one year following a change of control within the respective equity agreements. ** Net of amounts offset by disability insurance payments (1) If the employment of the NEO is terminated by NCM, Inc. for reasons other than disability, death or cause, or the executive resigns for good reason, as defined in the NEO's employment agreement, or the agreement is not renewed on substantially equal terms, the NEO will be entitled to severance for the period specified in the respective employment agreement. If the NEO’s employment terminates due to death, the NEO’s beneficiaries will receive the base salary paid through the end of the month of death. If Mr. Lesinski terminates his employment on account of his disability, in exchange for a release of claims against the Company, and only if he is not eligible to receive benefits following the termination date under the Company’s long-term disability plan, he will be entitled to 50% of his base salary. If Mr. Ng or Ms. Woods terminates employment on account of his or her disability, in exchange for a release of claims against the Company, he or she will be entitled to 50% of his or her then base salary, offset by any disability benefits provided under a Company sponsored benefit arrangement. (a) Mr. Lesinski's cash severance represents 100% of his base salary, plus 100% of his target bonus based on his salary in effect on January 1, 2026 paid over 12 months. In the event of termination in connection with a Change in Control, Mr. Lesinski’s cash severance payment represents 200% of his base salary, plus 200% of his target bonus based on his salary in effect on January 1, 2026 paid over 12 months. (b) Mr. Ng’s cash severance represents 100% of his base salary, plus 100% of his target bonus based on his salary in effect on January 1, 2026 paid over 12 months. (c) Ms. Woods’ cash severance represents 100% of her base salary, plus 100% of her target bonus based on her base salary in effect on January 1, 2026 paid over 12 months. (2) If the employment of Mr. Lesinski, Mr. Ng or Ms. Woods is terminated by NCM, Inc. for any reason, the respective NEO is entitled to any annual, long-term or other incentive award that relates to a completed fiscal year or performance period, as applicable, and is payable (but not yet paid) on or before the date of termination or resignation. If the employment of Mr. Lesinski, Mr. Ng or Ms. Woods is terminated by NCM, Inc. for reasons other than death or cause, or he or she resigns for good reason, as defined in the respective NEO's employment agreement, the applicable NEO is entitled to one year of continued coverage under the NCM, Inc. medical and health insurance plan pursuant to COBRA. The amount for Mr. Lesinski, Mr. Ng and Ms. Woods represents an amount equal to 100% of the premium costs for a 12-month period. If the employment of Mr. Ng is terminated by NCM, Inc. on account of disability, he is entitled to receive an amount equal to the cost of obtaining individual benefits equivalent to the NCM, Inc. employee benefit plan or program that he was participating in on the effective date of the termination for a period of up to one year. Under the Equity Incentive Plan, if within three months prior to or one year after the consummation of a change of control, as defined in the Equity Incentive Plan and each NEO’s employment agreement, the NEO’s employment is terminated without cause or by the NEO for good reason, both as defined in the Equity Incentive Plan and each NEO’s employment agreement, then all outstanding options and stock appreciation rights shall become immediately exercisable and all other awards shall become vested and any restrictions will lapse. Pursuant to the restricted stock unit agreements, in the case of involuntary terminations without cause, death and disability, each NEO would retain a prorated amount of TBRSUs and PBRSUs equivalent to time employed during the vesting period. Pursuant to the 2024 restricted stock unit agreements, in the case of involuntary terminations without cause, death and disability, or for good reason, each NEO would be entitled to retain the target number of RSUs equal to the pro rata number of RSUs that are targeted to vest at the end of the tranche of the Financial-Based metrics, and in the case of termination for any other reason each NEO would retain a prorated amount of TBRSUs and PBRSUs equivalent to time employed during the vesting period. The retained shares would vest upon termination in the case of TBRSUs and upon the achievement of performance conditions in the case of PBRSUs. Pursuant to the 2025 restricted stock unit agreements, in the case of involuntary terminations without cause, death and disability, or for good reason, each NEO would be entitled to retain the number of RSUs equal to the pro rata number of RSUs that are targeted to vest. Amounts are based on the closing stock price, $3.89 per share, on January 1, 2026. Pursuant to the stock option agreements, in the case of involuntary terminations without cause, Mr. Ng’s vested stock options would expire after 90 days and Mr. Lesinski’s vested stock options would expire after 180 days. Vested stock options would expire after twelve months in the case of death or disability for either NEO. Mr. Lesinski’s and Mr. Ng’s unvested options would be forfeited on the termination date in the case of death or disability but will vest equal to the portion of the vesting period they served in their respective roles in the case of termination without cause.
CEO PAY RATIO
CEO PAY RATIO The CEO’s 2025 total annual compensation of $2.6 million is approximately 13 times the median employee’s 2025 total annual compensation of $0.2 million. The CEO's 2025 total annual compensation was based on Mr. Lesinski's 2025 compensation. In accordance with the SEC’s disclosure rules, we utilized a median employee identified from our 2024 analysis in our 2025 compensation ratio calculation. We do not believe there were any changes in our employee population or compensation arrangements in 2025 that would significantly impact our compensation ratio disclosure. The median employee was selected utilizing 2024 taxable wages excluding the CEO, and the total annual compensation for this employee was calculated using the same methodology we use for our named executive officers as set forth in the Summary Compensation Table, utilizing data as of December 26, 2024. The analysis included full-time and part-time employees who were employed by NCM LLC as of December 26, 2024. Compensation information for employees hired during 2024 was annualized and included in the median employee analysis.
CEO PAY RATIO
| Name and Principal Position | Salary | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | CEO | $960,577 | $1,000,005 | $— | $664,150 | $28,166 | $2,652,898 | | Median Employee | $103,846 | $— | $— | $64,828 | $2,256(1) | $170,930 |
CEO PAY RATIO
(1) Represents imputed income for term life insurance coverage, matching contributions made pursuant to NCM LLC’s defined contribution 401(k) plan and imputed income for long-term and short-term disability insurance coverage.
2025 PAY VERSUS PERFORMANCE
2025 PAY VERSUS PERFORMANCE In accordance with rules adopted by the SEC pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Company provides the following disclosure for its five most recent fiscal years. The Board and the Compensation and Leadership Committee did not consider the pay versus performance disclosure below in making their pay decisions for any of the years presented. See “Compensation Discussion and Analysis” for information about the decisions made by the Board and the Compensation and Leadership Committee with respect to NEO compensation for the years discussed.
2025 PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (1) | Average Summary Compensation Table for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (1,2) | Value of Initial Fixed $100 Investment Based on: Total Shareholder Return | Value of Initial Fixed $100 Investment Based on: Peer Group TSR (3) | Net Income (Loss) (in $ millions) | Company Selected Measure: Revenue (4) | | 2025 | $2,652,898 | $(3,502,544) | $1,767,056 | $79,896 | $11.1 | $126.3 | $(10.6) | $243.2 | | 2024 | $9,693,147 | $11,157,560 | $3,348,770 | $2,840,412 | $18.7 | $102.6 | $(22.4) | $240.8 | | 2023 | $4,594,126 | $4,901,525 | $1,969,312 | $2,004,290 | $12.0 | $111.5 | $705.2 | $165.2 | | 2022 | $2,571,657 | $706,164 | $1,391,152 | $1,370,708 | $9.7 | $98.7 | $(28.8) | $249.2 | | 2021 | $2,666,046 | $1,410,047 | $874,604 | $563,615 | $81.7 | $136.6 | $(48.7) | $114.6 |
2025 PAY VERSUS PERFORMANCE
The below adjustments were made to the Summary Compensation Table amounts to determine compensation actually paid to the PEO and the Non-PEO NEOs.
2025 PAY VERSUS PERFORMANCE
| | 2025 | | | Adjustments | PEO | Average non- PEO NEOs | | Deduction for amounts reported under “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for applicable FY | $(1,000,005) | $(600,002) | | Increased based on ASC 718 fair value of awards granted during the applicable FY that remain outstanding and unvested as of applicable FY end, determined as of applicable FY end | $520,056 | $309,824 | | Increase/deduction for awards granted during the prior FY that vested during applicable FY, determined based on change in ASC 718 fair value from prior FY end to vesting date | $— | $— | | Increase/deduction for awards granted during prior FY that were outstanding and unvested as of applicable FY end, determined based on change in ASC 718 fair value from prior FY end to applicable FY end | $(4,965,511) | $(1,228,334) | | Increase/deduction for awards granted during the prior FY that vested during applicable FY, determined based on change in ASC 718 fair value from prior FY end to vesting date | $(704,806) | $(168,648) | | Deduction of ASC 718 fair value of awards granted during prior FY that were forfeited during applicable FY, determined as of prior FY end | $(5,176) | $— | | Total Adjustments | $(6,155,442) | $(1,687,160) |
2025 PAY VERSUS PERFORMANCE
(2) In 2025, the Non-PEO NEOs consisted of Mr. Ng, Ms. Sullivan and Ms. Woods. In 2024, the Non-PEO NEOs consisted of Scott Felenstein, the former President, Mr. Ng and Ms. Woods. In 2023 and 2022, the Non-PEO NEOs consisted of Messrs. Felenstein and Ng. In 2021, the Non-PEO NEOs consisted of Messrs. Felenstein and Ng, Clifford E. Marks, the former President and Sarah Hilty, the former EVP, General Counsel and Secretary. (3) Peer Group TSR for each of fiscal years 2021, 2022, 2023, 2024 and 2025 was calculated using the fiscal 2025 general industry peer group identified in "Compensation, Discussion & Analysis". (4) The Company Selected Measure is Total Consolidated Revenue, as defined in "Compensation, Discussion & Analysis". The Company determined Total Consolidated Revenue to be the most important financial performance measure used to link Company performance to PEO and Non-PEO NEO compensation, as required pursuant to Item 402(v) of Regulation S-K, for fiscal year 2025. This performance measure may not have been the most important financial performance measure for prior fiscal years, and we may determine a different financial performance measure to be the most important financial performance measure in future years. The Company has also identified the following four financial performance measures, that in the Company's assessment, represent the most important performance measures used to link compensation for our NEOs to Company performance in fiscal 2025, as defined above: o AOIBDA o Free Cash Flow o Unlevered Free Cash Flow per Share o Total Shareholder Value The Compensation Actually Paid to the PEO and the Average Compensation Actually Paid to Non-PEO NEOs decreased substantially due to the decrease in the fair value of the market based PBRSUs and the decrease in the projected vesting percentage for the PBRSUs, as well as the decrease in the stock price during 2025. The Compensation Actually Paid to the PEO increased 127.6% and the Average Compensation Actually Paid to Non-PEO NEOs increased 41.7%, respectively from 2023 to 2024. The increase in Compensation Actually Paid to the PEO is primarily driven by the increase in stock-based compensation following the grant of a management equity incentive plan at the beginning of 2024, as well as an increase in the stock price year over year, as reflected in the TSR increase of 55.8%, despite a Peer Group TSR decrease of 8.0%. Net Loss decreased year over year by 103.2% from 2023 to 2024, primarily due to one-time gains in 2023 related to the Chapter 11 Case recognized, while Revenue increase by 45.8%. The increase in Average Compensation Actually Paid to Non-PEO NEOs was also primarily driven by the increase in stock-based compensation following the grant of a management equity incentive plan at the beginning of 2024 as well as an increase in the stock price year over year. The increase in Average Compensation Actually Paid to Non-PEO NEOs is less than the increase in Average Compensation Actually Paid to the PEO due to forfeitures of 2024 stock awards upon the departure of one Non-PEO NEO during the year. From 2022 to 2023, Compensation Actually Paid to the PEO increased 594.1% and the Average Compensation Actually Paid to Non-PEO NEOs increased 46.2%, respectively. The increase in Compensation Actually Paid to the PEO is primarily driven by the one-time payments related to a retention program implemented during the Chapter 11 Proceeding to retain key members of the Company’s executive management and an increase in the stock price year over year, as reflected in the NCM TSR increase of 23.7%, reinforced by a Peer Group TSR increase of 13.0%, and Net Income increased year over year by 2548.6% from 2022 to 2023, even though revenue decreased by 33.7%. The increase in Average Compensation Actually Paid to Non-PEO NEOs was primarily driven by the one-time payments related to a retention program implemented during the Chapter 11 Proceeding to retain key members of the Company’s executive management. The Compensation Actually Paid to the PEO decreased 49.9% and the Average Compensation Actually Paid to Non-PEO NEOs increased 143.2%, respectively from 2021 to 2022. The decline in Compensation Actually Paid to the PEO is primarily driven by the significant decline in the stock price year over year, as reflected in the NCM TSR decrease of 88.1%, reinforced by a Peer Group TSR decrease of 27.8% for 2022. This decrease in Compensation Actually Paid is offset by the improvement within Net Loss year over year of 40.9% and Revenue increase of 117.5% and recognized the efforts of management to successfully weather the extended effects of the COVID-19 pandemic, in spite of the continued headwinds experienced in 2022 related in part to slower than anticipated return of theater attendance and a delay in major motion picture releases. The increase in Average Compensation Actually Paid to Non-PEO NEOs was primarily driven by a change the tenure served by each Non-PEO NEO in 2021, with Mr. Marks, Ms. Hilty and Mr. Ng only serving in their roles for a portion of the year, compared to 2022 when all Non-PEO NEOs served for the full year. Our compensation program is grounded in a pay-for-performance philosophy and designed with equity and cash incentive as a significant component of compensation. A key purpose of executive compensation is to attract, retain, motivate and reward talented executives. However, the severe and continuing effects of the COVID-19 pandemic have dramatically impacted the Company’s financial performance and the price of the Company’s common stock for reasons unrelated to the performance by our management and employees in managing the Company’s business and preserving stockholder value. The Company’s financial performance and the significant decline in its common stock price reflect, among other matters, the temporary closure of a significant portion of the theaters in the Company’s network in compliance with local, state and federal governmental restrictions during 2020 and 2021, and the resulting cessation of substantially all the Company’s revenue generating activities for significant periods of 2020 and 2021; significantly reduced attendance levels as theaters reopened from the beginning of the pandemic and through 2022; delays of major new film releases and releases directly to the home video and streaming channel through 2022; the resulting impact on the Company’s liquidity and founding member’s liquidity; and most recently, the result of the negotiations between the Company and Regal as part of the Cineworld Proceeding. Our compensation program is grounded in a pay-for-performance philosophy and designed with equity and cash incentive as a significant component of compensation. A key purpose of executive compensation is to attract, retain, motivate and reward talented executives.
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION
FISCAL 2025 NON-EMPLOYEE DIRECTOR COMPENSATION
FISCAL 2025 NON-EMPLOYEE DIRECTOR COMPENSATION
FISCAL 2025 NON-EMPLOYEE DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash (1) | | Stock Awards (2) | All Other Compensation | Total | | Bernadette Aulestia (3) | $32,692 | (6) | $60,003 | $— | $92,695 | | Nicholas Bell | $103,269 | (6,7) | $120,000 | $— | $223,269 | | Kelly Campbell Kotzman (5) | $71,264 | | $120,000 | $— | $191,264 | | David Glazek | $183,643 | (6,7) | $120,000 | $— | $303,643 | | Juliana F. Hill | $118,269 | (6,7) | $120,000 | $— | $238,269 | | Nathan Lane | $15,299 | (8) | $200,000 | $— | $215,299 | | Jean-Philippe Maheu (3) | $31,442 | (3,6) | $60,003 | $— | $91,445 | | Joseph Marchese | $96,330 | (7) | $120,000 | $— | $216,330 | | Lauren Zalaznick (4) | $52,692 | | $60,003 | $— | $112,695 |
FISCAL 2025 NON-EMPLOYEE DIRECTOR COMPENSATION
(1) The following table provides details about each component of the “Fees Earned or Paid in Cash” column from the Fiscal 2025 Director Compensation Table above. All of the Fees Earned or Paid in Cash shown above reflect the prorated amounts paid for any amounts paid following any changes in positions.
FISCAL 2025 NON-EMPLOYEE DIRECTOR COMPENSATION
| Name | Annual Retainer | Committee Chair Retainer | Committee Member Retainer | Total | | Bernadette Aulestia (3, 6) | $27,692 | $5,000 | $— | $32,692 | | Nicholas Bell (6) | $80,000 | $13,269 | $10,000 | $103,269 | | Kelly Campbell Kotzman (5) | $52,308 | $5,000 | $13,956 | $71,264 | | David Glazek (7) | $80,000 | $101,143 | $2,500 | $183,643 | | Juliana F. Hill (6) | $80,000 | $30,000 | $8,269 | $118,269 | | Nathan Lane (8) | $— | $— | $15,299 | $15,299 | | Jean-Philippe Maheu (3, 6) | $27,692 | $— | $3,750 | $31,442 | | Joseph Marchese | $80,000 | $— | $16,330 | $96,330 | | Lauren Zalaznick (4) | $27,692 | $25,000 | $— | $52,692 |
FISCAL 2025 NON-EMPLOYEE DIRECTOR COMPENSATION
(2) The amounts represent the aggregate grant date fair value of the restricted stock unit awards as computed under ASC 718 and do not represent cash payments made to the individuals or amounts realized. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of these awards, please see Note 11 to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended January 1, 2026, filed on February 26, 2026. (3) Ms. Aulestia and Mr. Maheu served as chair of the Compensation and Leadership Committee and member of the Audit Committee, respectively, until February 27, 2025 and as members of the Board until the 2025 Annual Stockholder's Meeting on May 7, 2025. Their compensation was prorated for the time served in each position. Ms. Zalaznick served as the Chair of the Board until February 27, 2025 and a member of the Board until the 2025 Annual Stockholder's Meeting on May 7, 2025. Her compensation was prorated for the time served in each position. Ms. Campbell Kotzman served on the Board and Audit Committee upon election at the 2025 Annual Stockholder's Meeting on May 7, 2025 and as the chair of the Compensation and Leadership Committee since September 26, 2025. Her compensation was prorated for the time served as chair of the Compensation and Leadership Committee. Ms. Aulestia, Mr. Bell, Mr. Glazek, Ms. Hill and Mr. Maheu elected to receive 20% of their Q4 2024 quarterly stock grant in cash. (7) Mr. Bell, Mr. Glazek, Ms. Hill and Mr. Marchese elected to receive 40% of their 2025 stock grant in cash. (8) Mr. Lane served on the Board and Audit Committee until October 21, 2025 and the Nomination and Governance Committee from February 27, 2025 until October 21, 2025. His compensation was prorated for the time served in each position. The awards are also subject to the terms and provisions of the Equity Incentive Plan. The following table provides details about the “Stock Awards” column from the Fiscal 2025 Director Compensation Table above and outstanding stock awards at January 1, 2026.
FISCAL 2025 NON-EMPLOYEE DIRECTOR COMPENSATION
| | Fiscal 2025 Grants | | | Outstanding Equity Awards at January 1, 2026 | | | Name | Grant Date | Number of RSUs | Grant Date Fair Value of Stock Awards | Number of RSUs That Have Not Vested | Market Value of Shares of Stock That Have Not Vested (1) | | Nicholas Bell | — | — | —(2) | 28,450 | $110,671 | | David Glazek | — | — | —(2) | 28,450 | $110,671 | | Juliana F. Hill | — | — | —(2) | 28,450 | $110,671 | | Joseph Marchese | — | — | —(2) | 28,450 | $110,671 | | Nicholas Bell | 2/27/2025 | 18,210 | $120,004(3) | 18,210 | $70,837 | | Kelly Campbell Kotzman | 5/1/2025 | 14,026 | $79,247(3) | 14,026 | $54,561 | | David Glazek | 2/27/2025 | 18,210 | $120,004(3) | 18,210 | $70,837 | | Juliana F. Hill | 2/27/2025 | 18,210 | $120,004(3) | 18,210 | $70,837 | | Nathan Lane | 2/27/2025 | 18,210 | $200,007(3) | — | $— | | Joseph Marchese | 2/27/2025 | 18,210 | $120,004(3) | 18,210 | $70,837 | | Bernadette Aulestia | 3/14/2025 | 6,756 | $40,198(4) | — | $— | | Nicholas Bell | 3/14/2025 | 6,756 | $40,198(4) | — | $— | | David Glazek | 3/14/2025 | 6,756 | $40,198(4) | — | $— | | Juliana F. Hill | 3/14/2025 | 6,756 | $40,198(4) | — | $— | | Nathan Lane | 3/14/2025 | 8,445 | $50,248(4) | — | $— | | Joseph Marchese | 3/14/2025 | 8,445 | $50,248(4) | — | $— | | Jean-Philippe Maheu | 3/14/2025 | 6,756 | $40,198(4) | — | $— | | Lauren Zalaznick | 3/14/2025 | 8,445 | $50,248(4) | — | $— |
FISCAL 2025 NON-EMPLOYEE DIRECTOR COMPENSATION
(1) Amounts are based on the closing stock price, $3.89 per share, on January 1, 2026. (2) This award was granted on August 18, 2023 and will vest on August 18, 2027. Sales of shares of common stock issued pursuant to this award are subject to transfer restrictions until six months after the director's departure from the Company. (3) Calculated in accordance with ASC Topic 718 and based on a stock price of $5.95 for all directors other than Ms. Campbell Kotzman, which utilized the share price of $5.65. This award vested on the date of the 2025 Annual Stockholders Meeting, May 7, 2025. The value of the shares represents the quarterly retainer for the fourth quarter of 2024. The number of shares was determined by utilizing the weighted average closing price of the five days before and five days after the respective quarterly earnings release.