DEF 14A of National CineMedia, Inc., Mar 28, 2024

DEF 14A of National CineMedia, Inc.

Filed Mar 28, 2024 · FY20230001377630-24-000054

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors has nominated the following nine 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.

  2. Board Composition

    Board Composition

  3. Board Composition

    | Nominee | Age | Director Since | Independent | Occupation | Current Committee Membership* | | | | | | | | | A | C | NG | | Lauren Zalaznick | 61 | 2023** | Yes | Independent Advisor and Senior Advisor to The Boston Consulting Group in the Global TMT Practice | | Chair | | | Bernadette Aulestia | 51 | 2023 | Yes | Member of the Board of Directors of Denny’s Corporation, Nexstar Media Group and Latino Corporate Directors Association | | | Chair | | Nicholas Bell | 40 | 2023 | Yes | Chief Executive Officer of Fanatics Live | | ● | | | David E. Glazek | 46 | 2019 | Yes | Executive Chairman of Turning Point Brands, Inc. Adjunct Professor Columbia Business School | ● | | ● | | Juliana F. Hill | 55 | 2020 | Yes | Former Senior Vice President of Liquidity and Asset Management of iHeartMedia, Inc. | Chair | | | | Thomas F. Lesinski | 64 | 2014 | No | Chief Executive Officer of NCM, Inc. | | | | | Tiago Lourenço | 35 | 2023 | Yes | Partner at Blantyre Capital | | ● | ● | | Jean-Philippe Maheu | 60 | 2023 | Yes | Advisor and Member of the Board of Directors for various growth stage companies | ● | | | | Joseph Marchese | 42 | 2023 | Yes | General Partner Human Ventures and Casa Komos Brands Group | | ● | | | * A = Audit Committee, C = Compensation Committee, NG = Nominating and Governance Committee ** Chair of the Board since August 7, 2023 | | | | | | | |

  4. 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, as well as gender and ethnicity diversity. 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 and stock exchange requirements and taking into account proxy advisory firm guidelines. In addition, the Committee seeks nominees that will complement the existing members and provide diversity of background, professional expertise, gender and ethnicity. 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. In connection with the effectiveness of the Plan, the Company agreed to appoint Tom Lesinski, as CEO, David Glazek and Juliana Hill, as nominated by the Company’s Nominating and Governance Committee, and Tiago Lourenço, Lauren Zalaznick, Bernadette Aulestia, Nicholas Bell, Jean-Philippe Maheu and Joseph Marchese, as nominated by certain of NCM LLC’s secured creditors, each as provided by the Plan. Additionally, 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 six directors, three of whom must be independent, by the Designation Committee and Blantyre going forward. Designation Committee Rights. During the Committee Designation Period (defined below), the Designation Committee shall have the right to designate a specified number of directors based on the percentage of the issued and outstanding equity interests of the Company and NCM LLC membership units on an as converted to Common Stock basis (“NCMI Interests”) that are owned by the Consenting Creditors (as defined in the Creditor Designation Agreement). The number of directors that may be designated is based on the following: (i) up to six directors, three of whom must be independent, as long as the Consenting Creditors hold at least 56% of the NCMI Interests as of any applicable Attestation Date, as defined in the Creditor Designation Agreement; (ii) up to five directors, two of whom must be independent, as long as the Consenting Creditors hold less than 56% but at least 50% of the NCMI Interests as of any applicable Attestation Date; (iii) up to four directors, two of whom must be independent, as long as the Consenting Creditors hold less than 50% but at least 34% of the NCMI Interests as of any applicable Attestation Date; (iv) up to three directors, one of whom must be independent, as long as the Consenting Creditors hold less than 34% but at least 23% of the NCMI Interests as of any applicable Attestation Date; (v) up to two directors, one of whom must be independent, as long as the Consenting Creditors hold less than 23% but at least 12% of the NCMI Interests as of any applicable Attestation Date; and (vi) one director as long as the Consenting Creditors hold less than 12% but at least 5% of the NCMI Interests as of any applicable Attestation Date. In each case, the number of directors that may be designated by the Designation Committee shall be reduced by the number of directors appointed by Blantyre, whose rights are described below. The “Committee Designation Period” will end on the earliest to occur of (i) the day following the Company’s 2025 annual general meeting of its stockholders and (ii) the Attestation Date, if any, on which the Consenting Creditors collectively cease to hold, or manage funds or accounts that hold, at least 5% of the NCMI Interests. Each year prior to the Company’s stockholder meeting, the Company will reach out to the Consenting Creditors to determine their individual and collective ownership of the NCMI Interests for purposes of determining the number of directors to be designated by the Designation Committee. In the event that a member of the Designation Committee ceases to own at least 50% of the NCMI Interests it held as of August 7, 2023, then the member will be replaced by another Consenting Creditor as determined by the Company subject to the conditions in the Creditor Designation Agreement. Blantyre Rights. During the Blantyre Designation Period (defined below), 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. The “Blantyre Designation Period” will end on 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 Interests. Pursuant to the terms of the Director Designation Agreement and as of February 5, 2024, the Designation Committee has the right to designate up to 4 directors, 2 of whom must be independent, and of those directors, Blantyre has the right to designate 2 directors. Blantyre nominated two directors, Tiago Lourenço and Jean-Philippe Maheu, and the Designation Committee nominated two directors, Joseph Marchese and Lauren Zalaznick, and each of these nominees was nominated by the Board for election at the Annual Meeting. Our Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) provides that all directors are included within one class and that the number of total directors will not be more than eleven. The number of currently authorized director positions is nine pursuant to our Bylaws. Each member serves a one-year term until the next Annual Meeting and until his or her successor is duly elected and qualified.

  5. 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 them, including their directorships at public companies held at any time during the past five years, if applicable, and their involvement in certain legal proceedings during the past ten years, if applicable, are set forth below. In addition, we have included 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.

  6. Business Experience of Nominees

    | Lauren Zalaznick Non-Employee Chair Independent Director Director Since: 2023 Age: 61 Committees: Compensation - Chair | Ms. Zalaznick is currently a principal at Yorick, LLC, her personal business management and consulting firm, through which she serves as an investor and advisor to global companies at every stage of maturity focused on content, marketing, sales and direct-to-consumer strategies (since 2014) and she has served as a Senior Advisor to The Boston Consulting Group, a business management and consulting firm, in the Global TMT Practice since August 2015. From 2004 to 2014, Ms. Zalaznick held progressive positions of leadership within NBCUniversal. Currently, Ms. Zalaznick serves as a director of The RTL Group, a Bertelsmann Company (since 2018) and GoPro Corporation (since 2017). She previously served as a director of The Nielsen Corporation (from 2016 until its acquisition in October 2022). | | | Qualifications: Ms. Zalaznick’s three decades of business leadership experience in the media and consulting industries gives her the ability to offer guidance to the Company and its operations. Ms. Zalaznick brings significant Board experience which qualifies her to serve as chair of our Board of Directors. |

  7. Business Experience of Nominees

    | Bernadette Aulestia Independent Director Director Since: 2023 Age: 51 Committees: Nominating and Governance - Chair | Ms. Aulestia is currently a director at Nexstar Media and Denny’s, as well as several other private companies. Ms. Aulestia served as Chief Revenue and Growth Officer and advisor of Callisto Media, a media production company, from March until October of 2022. Prior to Callisto Media, Ms. Aulestia was President, Global Distribution (2018- June 2019) and Executive Vice President, Global Distribution (2015-2018), Executive Vice President, Domestic Network & Digital Distribution (2013-2015), and Senior Vice President, Domestic Network & Digital Distribution at HBO, Inc. Prior to HBO, Ms. Aulestia held positions at Univision Communications, Inc., Turner Broadcasting Systems, Inc., and Kidder Peabody, Inc. | | | Qualifications: Ms. Aulestia’s extensive background in the media industry allows her to provide sales and marketing advice to our management and Board. Ms. Aulestia brings substantial business and Board experience to provide strategies and solutions to resolve the issues addressed by our Board. |

  8. Business Experience of Nominees

    | Nicholas Bell Independent Director Director Since: 2023 Age: 40 Committees: Compensation | 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- 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. |

  9. Business Experience of Nominees

    | David E. Glazek Independent Director Director Since: 2019 Age: 46 Committees: Audit Nominating and Governance | Mr. Glazek has over 15 years of experience investing in distressed, special situations and private credit strategies, including as a Partner and Portfolio Manager of Standard General, LP. from 2008-June 2023. He has also served as Executive Chairman of Turning Point Brands, Inc., a consumer products company, since 2019, as a Director of Workers Benefit Consortium, Inc. since 2021, and an Adjunct Professor at Columbia Business School since 2021. He previously worked at Lazard Freres & Co, where he focused on mergers and acquisitions and corporate debt restructuring. He has also worked at the Blackstone Group. Throughout his career he has served on numerous public and private company boards of directors. 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. |

  10. Business Experience of Nominees

    | Juliana F. Hill Independent Director Director Since: 2020 Age: 55 Committees: Audit - Chair | Ms. Hill is the owner of JFH Consulting, which she founded in 2013 to provide financial and strategic advisory services. From 2013 to April 2019, Ms. Hill worked at iHeartMedia, Inc., formerly Clear Channel Communications, Inc., as the Senior Vice President of Liquidity and Asset Management, and also led a steering committee for the separation of iHeartMedia's subsidiary, Clear Channel Outdoor Holdings. Prior to this, from 2000 to 2010, she worked as iHeartMedia’s Senior Vice President of Finance. Ms. Hill also serves on the board of PLBY Group, Inc. Previously, Ms. Hill was an associate in US West Communications, Inc.’s executive development program and an audit manager at Ernst & Young LLP. | | | 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. |

  11. Business Experience of Nominees

    | Thomas F. Lesinski Chief Executive Officer and Director Director Since: 2014 Age: 64 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 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. |

  12. Business Experience of Nominees

    | Tiago Lourenço Independent Director Director Since: 2023 Age: 35 Committees: Compensation Nominating and Governance | Mr. Lourenço is a Partner at Blantyre Capital, a special situations investment firm, having joined the firm in October 2020. Prior to this, he was a Vice President at Oaktree Capital Management, an asset management company, in its distressed opportunities group from March 2014 until September 2020. Prior to Oaktree, Mr. Lourenço worked at Goldman Sachs and Bain & Company. He holds a B.Sc. in Economics and a M.Sc. in Finance from Nova School of Business and Economics. | | | Qualifications: Mr. Lourenço’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. |

  13. Business Experience of Nominees

    | Jean-Philippe Maheu Independent Director Director Since: 2023 Age: 60 Committees: Audit | Mr. Maheu has been the Interim Chief Revenue Officer of Vidmob, a leading creative analysts platform, since August 2023 and the Managing Partner of ForwardDV LLC, an advisory firm, since December 2022. He served in various leadership roles at Twitter, a social media platform company, from 2013 to October 2022, most recently as Global Vice President, Client Solutions & Advertising Sales (2021-2022). He was also Vice President, US Client Solutions (2015-2021) and Managing Director, Global Brand & Agency Strategy (2013-2015). Prior to Twitter, Mr. Maheu was the CEO of Bluefin Labs, the CEO of Razorfish, Global CEO of Publicis Modem, and Chief Digital Officer, North America of Ogilvy & Mather. | | | Qualifications: Mr. Maheu’s experience at media and technology companies gives him the experience to offer valuable insight on our digital advertising platforms and strategies on how to continuously expand that aspect of our Company. Mr. Maheu’s valuable experience in the media and advertising business qualifies him to serve on our Board of Directors. |

  14. Business Experience of Nominees

    | Joseph Marchese Independent Director Director Since: 2023 Age:42 Committees: Compensation | 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. |

  15. 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 nine 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.

  16. 2023 Key Business Results

    | Base Salary | + | Annual Cash Incentive | + | Performance -Based Restricted Stock Units (“PBRSU”) | + | Time-Based Restricted Stock Units (“TBRSU”) | = | Total Direct Compensation |

  17. 2023 Key Business Results

    The designs for the Annual Cash Incentive Plan and Long-Term Incentive Plan were generally maintained from the 2022 Compensation Program, based on our Compensation Committee’s assessment that the compensation program continued to align with the Company’s business and compensation objectives. The 2023 Compensation Program for our CEO, Thomas F. Lesinski, also included premium-priced stock options, as described further within “Long-Term Incentives” below. Pay Mix. We believe the mix of annual and long-term incentives, the mix of cash and equity awards and the mix of fixed and variable compensation are balanced, emphasize Company performance and do not motivate imprudent risk-taking. The following charts present the elements of compensation as a percentage of total target direct compensation for fiscal year 2023, computed using the annual base salary, target annual cash incentive (assuming 100% achievement) and grant date fair value of PBRSUs, TBRSUs and stock options, as applicable. The first chart presents the compensation elements for our CEO, Thomas F. Lesinski. The NEOs included in the second chart are Messrs. Ng and Felenstein. Additionally, in conjunction with the Chapter 11 Case, a Chapter 11 Reorganization Retention Program (the “Chapter 11 Reorganization Retention Program”), was implemented for Messrs. Lesinski, Ng and Felenstein as further discussed within the Chapter 11 Reorganization Retention Program section below, but are not considered a part of the standard pay mix. As such, the Chapter 11 Reorganization Retention Program has not been included in the below charts.

  18. 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 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 | | | | ☑ | Maintain mandatory clawback policy | | | | ☑ | Mitigate undue risk | | | | ☑ | Conduct an annual say-on-pay vote | | |

  19. Role of Compensation Consultant and CEO in Determining Executive Compensation

    Role of Compensation Consultant and CEO in Determining Executive Compensation In early 2023, our CEO recommended to the Compensation Committee the compensation structure for our NEOs, other than himself. Based on the CEO’s recommendation and the Compensation Committee’s independent assessment of the other NEO’s compensation, the Compensation Committee and full Board approved the recommendations in January and February of 2023, respectively. At the recommendation of the Compensation Committee, the full Board determined and approved our CEO’s compensation. Our CEO was not involved in the voting or deliberations by our Compensation Committee or our Board regarding his compensation. In 2023, our Compensation Committee engaged ClearBridge, a nationally recognized consulting firm, to serve as an independent consultant on executive compensation matters. ClearBridge assessed the competitiveness of 2023 compensation for the executive officers and reviewed the 2023 Proxy Statement. Prior to retaining ClearBridge, our Compensation Committee reviewed its independence as contemplated by the committee’s charter and applicable Nasdaq rules and determined that ClearBridge’s provision of services to the Compensation Committee would not give rise to any conflicts of interest and that ClearBridge was independent from the Company, our Compensation Committee and our executive officers. As part of its review, ClearBridge 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, ClearBridge reviewed and recommended to the Compensation 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 Committee reviewed and approved the peer group. Following our emergence from the Chapter 11 Case and the nomination of new directors, our Compensation Committee engaged Meridian Compensation Partners, LLC (“Meridian”), a nationally recognized consulting firm, to serve as an independent consultant on executive compensation matters and review of the 2024 Proxy Statement. Prior to retaining Meridian, our Compensation Committee reviewed its independence as contemplated by the Compensation Committee’s charter and applicable Nasdaq rules and determined that Meridian’s provision of services to the Compensation Committee would not give rise to any conflicts of interest and that Meridian is independent from the Company, our Compensation Committee and our executive officers.

  20. Compensation Peer Group

    Compensation Peer Group Our Compensation 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 Committee sets target compensation at or near the 50th percentile of the peer group. However, for a specific executive, the Compensation Committee may set target compensation above or below this reference point in consideration of other factors including individual performance, roles and responsibilities, role within our leadership team, succession process and retention risk. Our fiscal 2023 peer group was composed of the following companies and remains unchanged from the peer group used in fiscal 2022:

  21. Compensation Peer Group

    | Audacy (formerly Entercom) | OutFront Media Inc. | | Entravision Communications Corporation | The E.W. Scripps Company | | IMAX Corp. | The Marcus Corporation | | Lee Enterprises, Incorporated | Townsquare Media, Inc. | | Lamar Advertising | Urban One, Inc. (formerly Radio One) | | Madison Square Garden Entertainment Corp. (formerly MSG Networks Inc.) | World Wrestling Entertainment, Inc. |

  22. Compensation Peer Group

    As a result of our Compensation Committee’s assessment of the group relative to industry and size criteria, no changes were made to the peer group from the prior year.

  23. 2023 Compensation

    Specific compensation decisions made in 2023 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 Committee. Base salaries are reviewed annually by our Compensation 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 2023 base salaries were within a market competitive range compared to our peer group. The base salaries of our NEOs in 2023 compared to 2022 as of the end of each fiscal year were as follows.

  24. 2023 Compensation

    (1)Mr. Ng received a merit increase and his base salary was increased from the 2022 levels effective at the start of 2023. 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 Committee set each NEO’s 2023 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. The annual cash incentive focuses our executives on driving short-term financial goals that support our long-term strategy, which align with stockholder interests. 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 2023 was consistent with previous years as part of the annual budget review and approval. Based on achieved performance against each financial goal, each NEO could earn between 0% and 150% of his target annual incentive. However, if the threshold performance was not achieved with respect to a financial metric, no annual incentive would be paid with respect to that metric. For 2023, the annual cash incentive was based on two equally weighted financial metrics: (i) Adjusted Advertising Revenue for Compensation Purposes and (ii) Adjusted Operating Income before Depreciation and Amortization for Compensation Purposes (“AOIBDA for Compensation Purposes”) targets. 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 against the performance of our competitors, 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 2023” section below. To receive 100% of the target award, the Company would need to achieve Adjusted Advertising Revenue for Compensation Purposes of $237.5 million up to $250.0 million and AOIBDA for Compensation Purposes of $25.5 million up to $37.0 million. To receive 150% of the target award, the Company would need to achieve Adjusted Advertising Revenue for Compensation Purposes of $262.5 million and AOIBDA for Compensation Purposes of $48.0 million. To receive 90% of the target award, the Company would need to achieve Adjusted Advertising Revenue for Compensation Purposes of $225.0 million and AOIBDA for Compensation Purposes of $15.0 million. To receive 85% of the target award, the threshold award, the Company would need to achieve Adjusted Advertising Revenue for Compensation Purposes of $212.5 million and AOIBDA for Compensation Purposes of $3.0 million. If the 85% threshold award criteria are not met, no annual incentive award would be paid. Straight line interpolation is applied to performance between the levels. Actual fiscal year 2023 performance results of $239.0 million Adjusted Advertising Revenue for Compensation Purposes and $30.4 million AOIBDA for Compensation Purposes were achieved. The achievement of each target was within the range to achieve a payout of 100.0% of target. See below for detail on the 2023 annual cash incentive payments to our NEOs:

  25. 2023 Compensation

    | | | Annual Cash Incentive | | | | | | | | | Actual Achievement of Adjusted Advertising Revenue for Compensation Purposes (in millions) | Actual Achievement of AOIBDA for Compensation Purposes (in millions) | Total | | | Name | Salary | Target Award as a % of Salary | | | Actual Award as a % of Target Award | Total Award Amount | | Thomas F. Lesinski | $925,000 | 100.0% | $239.0 | $30.4 | 100.0% | $925,000 | | Ronnie Y. Ng | $550,000 | 75.0% | $239.0 | $30.4 | 100.0% | $412,500 | | Scott D. Felenstein | $669,500 | 85.0% | $239.0 | $30.4 | 100.0% | $569,075 |

  26. 2023 Compensation

    Earned annual cash incentives were paid in early 2024. Chapter 11 Reorganization Retention Program. On March 2, 2023, the Company entered into retention agreements with certain key employees, including each of the Company’s NEOs, in order to promote continuity of the management team during the Chapter 11 Case. The payments were approved by the Special Committee of the Board of Directors and were determined by reviewing the total cash and direct compensation of the NEOs, as well as comparable third party programs. On March 2, 2023, Mr. Lesinski was paid $1,850,000, Mr. Ng was paid $962,500 and Mr. Felenstein was paid $750,000 as their respective retention awards. The Chapter 11 Reorganization Retention Program is subject to ratable vesting on each of the following dates: May 31, 2023, August 31, 2023, November 30, 2023 and February 28, 2024. If a NEO is terminated for cause or resigns voluntarily prior to the last vesting date, the NEO will be required to repay to the Company the unvested portion of his retention award. However, a NEO will immediately vest in his retention award upon his termination by the Company other than for cause, voluntary termination for good reason, or death or disability, subject to the conditions in the retention agreements. Long-Term Incentives (“LTI”). Our LTI awards are designed to align the interests of our executive officers with those of our stockholders and motivate our executive officers to create stockholder value. We have granted awards under our stockholder approved equity incentive plan, the National CineMedia, Inc. 2020 Omnibus Incentive Plan which we refer to as the “Equity Incentive Plan.” All grants under the Equity Incentive Plan to our named executive officers are approved by our Board at the recommendation of our Compensation Committee generally at the anniversary of the hire date of our CEO and in the first quarter of the fiscal year for the other NEO’s, although grants could be made at any time at the discretion of our Board, generally related to promotions or other merit-related reasons. In 2023, no equity grants were made to the NEOs, other than the CEO, due to NCM LLC’s Chapter 11 Case. For 2023, the Board, at the recommendation of the Compensation Committee, approved the grant of PBRSUs, TBRSUs and stock options to the CEO, in accordance with his amended employment agreement. This mix of equity awards is intended to promote the CEO’s alignment with stockholder interest, pay-for-performance, retention of the CEO and stock ownership. Each of these awards is described below: •PBRSUs: The PBRSUs have a three-year performance period with a performance goal set for each year, set at the beginning of each respective year of the performance period. All years vest at the end of the three year performance period. •TBRSUs: TBRSUs vest ratably over a three-year period. •Stock Options: Stock options vest ratably over a three-year period. PBRSUs and TBRSUs. On July 28, 2023, the Board approved the following PBRSUs and TBRSUs to Mr. Lesinski:

  27. 2023 Compensation

    | | 2023 Restricted Stock Units (RSU) Awards (1) | | | | | | | | PBRSUs (2) | | TBRSUs (2) | | Total | | | Name | Target Grant Date Fair Value of Shares (3) | Target Number of Shares Granted (3) | Grant Date Fair Value of Shares | Number of Shares Granted (4) | Total Grant Date Fair Value | Total Number of Target Shares Granted | | Thomas F. Lesinski | $250,000 | 74,560 | $750,000 | 223,680 | $1,000,000 | 298,240 |

  28. 2023 Compensation

    (1)The PBRSUs and TBRSUs include the right to receive dividend equivalents, subject to vesting. (2)Mr. Lesinski received 25% PBRSUs and 75% TBRSUs. (3)The Board determined a target for the 2023 performance year on February 22, 2023. The Board set the performance metric for the 2024 performance year in early 2024. The Board has not yet determined the performance metric for the 2025 performance year of Mr. Lesinski’s grant. The table reflects the total award and the target number of shares that will vest if the determined metric equals 100.0% of the target. Each performance year of the PBRSUs vest in February 2026 based on achievement against goals. (4)Vest ratably over a three-year period. Stock Options. On July 28, 2023, 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 $3.35. This means the stock options will have no value until the Company’s stock price exceeds $35.00. The Compensation Committee believes the stock options promote retention objectives, stock ownership and an alignment of the executive’s interests with stockholders’ interests.

  29. 2023 Compensation

    | | 2023 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 | $34,648 | 25,000 | $35.00 | $3.35 |

  30. 2023 Compensation

    (1)Vest ratably over a three-year period. Results for Performance-Based Restricted Stock with Measurement Periods Ended December 28, 2023. 2021 PBRSU. The metric for the portion of the 2021 PBRSUs related to the 2023 performance year was set on February 22, 2023 as a measure of Free Cash Flow, a non-GAAP measure which is further described below. Actual fiscal year 2023 performance results were achieved at 100.0% of the Free Cash Flow target, resulting in a vesting of 100.0% on February 23, 2024 for Messrs. Ng and Felenstein. 2022 PBRSU. The metric for the portion of the 2022 PBRSUs related to the 2023 performance year was set on February 22, 2023 as a measure of Free Cash Flow, a non-GAAP measure which is further described below. Actual fiscal year 2023 performance results were achieved at 100.0% of the Free Cash Flow target, resulting in a vesting of 100.0% on February 26, 2024 for Messrs. Ng and Felenstein and to occur on February 24, 2025 for Mr. Lesinski. 2023 PBRSU. The metric for the portion of the 2023 PBRSUs related to the 2023 performance year was set on February 22, 2023 as a measure of Free Cash Flow. Actual fiscal year 2023 performance results were achieved at 100.0% of the Free Cash Flow target, resulting in a vesting of 100.0% on February 24, 2026 for Mr. Lesinski. The following table shows the number of shares vested for our NEOs for the 2021 PBRSUs related to the 2023 performance year.

  31. Stockholder Say-on-Pay Vote

    Stockholder Say-on-Pay Vote In establishing and recommending 2023 compensation for the Company’s NEOs, our Compensation Committee considered the results of the say-on-pay vote at the 2023 Annual Meeting of Stockholders. At that meeting, our stockholders approved our executive compensation for the 2023 fiscal year with 80.9% voting for, on an advisory basis, the approval of 2022 executive compensation program. Our Board of Directors recognizes that executive compensation is an important matter of stockholder concern and takes stockholder views into account through the say-on-pay vote when reviewing the compensation program throughout the year. Our Compensation Committee considered the positive results of the say-on-pay vote as shareholder confirmation of our executive compensation program. As such, we did not make any changes in our executive compensation program due to the shareholder vote. 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. The matching contribution program for our 401(k) plan was temporarily suspended beginning in April of 2020 in response to cash preservation measures implemented in response to the impact of the COVID-19 pandemic and the suspension continued throughout 2023 due to the Chapter 11 Case. None of our NEOs participate in or have account balances in qualified or non-qualified defined benefit plans sponsored by us or in non-qualified defined contribution plans or other deferred compensation plans maintained by us. Our Compensation Committee may elect to provide our officers and other employees with non-qualified defined contribution or deferred compensation benefits if our Compensation 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 2023. When setting performance goals under the Company’s incentive plans, our Compensation 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. Presented below are definitions of performance measures used in our incentive plans. Our Compensation Committee may apply pre-determined adjustments to the definitions of the financial performance criteria under the plans.

  32. FISCAL 2023 SUMMARY COMPENSATION TABLE

    FISCAL 2023 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.

  33. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Stock Awards (1) | Option Awards | Non-Equity Incentive Plan Compensation (2) | All Other Compensation (3) | Total | | Thomas F. Lesinski Chief Executive Officer | 2023 | $925,000 | $852,320 | $34,648 | $925,000 | $1,857,158 | $4,594,126 | | | 2022 | $844,027 | $499,999 | $428,771 | $771,702 | $27,158 | $2,571,657 | | Ronnie Y. Ng Chief Financial Officer | 2023 | $550,000 | $6,317 | $— | $412,500 | $964,411 | $1,933,228 | | | 2022 | $450,000 | $337,167 | $— | $306,450 | $1,823 | $1,095,440 | | Scott D. Felenstein President | 2023 | $669,500 | $12,490 | $— | $569,075 | $754,331 | $2,005,395 | | | 2022 | $669,500 | $497,697 | $— | $516,720 | $2,948 | $1,686,865 |

  34. FISCAL 2023 SUMMARY COMPENSATION TABLE

    (1)The amounts represent the aggregate grant date fair value of the target level of stock 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 December 28, 2023, filed on March 18, 2024. Certain of the stock awards granted in 2023, 2022 and 2021 are scheduled to vest based upon the achievement of performance conditions relating to cumulative “Free Cash Flow” at the end of a two or three-year measuring period, respectively. Free Cash Flow is a non-GAAP measure used by management to measure the Company’s operating cash flow in determining whether PBRSU targets have been achieved. The amounts for these awards are presented based on 100.0% of the fair market value on the date of grant. When there is a stock award with no performance metric set for portions of the award, the portion is not considered granted upon approval of the performance metric. As the 2023 performance metric for the portion of the 2021, 2022 and 2023 PBRSU awards for Messrs. Lesinski, Ng and Felenstein were set in February 2023, the amount presented includes only those portions of the awards. Actual results could materially differ from this estimate. The maximum amounts payable for awards granted during fiscal 2023 assuming the highest level of performance cannot exceed the total amount granted. (2)The amounts represent the amount earned for the Annual Cash Incentive for 2023, which were paid out in early 2024. (3)The following table provides details about each component of the “All Other Compensation” column from the Fiscal 2023 Summary Compensation Table above for fiscal 2023.

  35. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | Name | Year | 401(k) Employer Contribution | Term Life Insurance (a) | Disability Insurance (b) | Misc. (c) | Chapter 11 Reorganization Retention Program (d) | Total All Other Compensation | | Thomas F. Lesinski | 2023 | $— | $5,118 | $720 | $1,320 | $1,850,000 | $1,857,158 | | Ronnie Y. Ng | 2023 | $— | $531 | $720 | $660 | $962,500 | $964,411 | | Scott D. Felenstein | 2023 | $— | $2,951 | $720 | $660 | $750,000 | $754,331 |

  36. FISCAL 2023 SUMMARY COMPENSATION TABLE

    (a)Represents imputed income for term life insurance coverage. (b)Represents imputed income for long-term and short-term disability insurance coverage. (c)Represents taxable fringe benefits and allowances for Messrs. Lesinski, Ng and Felenstein. (d)Amounts in this column represent payments made pursuant to the retention award agreements described above. The Chapter 11 Reorganization Retention Program amounts were determined by the retention agreements entered into on March 2, 2023 with Messrs. Lesinski, Ng and Felenstein. The Chapter 11 Reorganization Retention Program is subject to ratable vesting on each of the following dates: May 31, 2023, August 31, 2023, November 30, 2023 and February 28, 2024.

  37. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    FISCAL 2023 GRANTS OF PLAN-BASED AWARDS The following table shows the awards granted to our NEOs for our 2023 fiscal year.

  38. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    | | Grant Date | 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 (#) (3) | Exercise of Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards (4) | | Name | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | Thomas F. Lesinski | N/A | $786,250 | $925,000 | $1,387,500 | — | — | — | — | — | — | $— | | | 2/22/2023 | $— | $— | $— | 3,956 | 7,911 | 7,911 | — | — | — | $18,986 | | | 7/31/2023 | $— | $— | $— | 12,427 | 24,853 | 24,853 | — | — | — | $83,333 | | | 7/31/2023 | $— | $— | $— | — | — | — | 223,680 | — | — | $750,000 | | | 7/31/2023 | $— | $— | $— | — | — | — | — | 25,000 | $35.00 | $34,648 | | Ronnie Y. Ng | N/A | $350,625 | $412,500 | $618,750 | — | — | — | — | — | — | $— | | | 2/22/2023 | $— | $— | $— | 1,316 | 2,632 | 2,632 | — | — | — | $6,317 | | Scott D. Felenstein | N/A | $483,714 | $569,075 | $853,613 | — | — | — | — | — | — | $— | | | 2/22/2023 | $— | $— | $— | 2,602 | 5,204 | 5,204 | — | — | — | $12,490 |

  39. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    (1)Amounts represent potential cash bonus amounts if targets are achieved for 2023 performance for each NEO. See “Non-Equity Incentive Plan Compensation” in our Summary Compensation Table for amounts paid. (2)Represents PBRSU grants made in 2021, 2022 and 2023 under the Equity Incentive Plan. As the 2023 performance metric for the portion of the 2021, 2022 and 2023 PBRSU awards for Messrs. Lesinski, Ng and Felenstein were set on February 22, 2023, the amount presented includes only those portions of the awards. 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 stock option grants made in 2023 under the Equity Incentive Plan. For additional information regarding equity awards see “Long-Term Incentives” in the CD&A and “Equity Incentive Plan Information.” (4)Grant date fair value of stock awards was calculated in accordance with FASB ASC Topic 718. Some of the 2023 restricted stock awards are scheduled to vest based upon adjusted achievement of predetermined targets and are presented in the table based on target amounts. Refer to footnote (2) of our Summary Compensation Table for the maximum value of shares that could be earned.

  40. OUTSTANDING EQUITY AWARDS AT DECEMBER 28, 2023

    OUTSTANDING EQUITY AWARDS AT DECEMBER 28, 2023

  41. OUTSTANDING EQUITY AWARDS AT DECEMBER 28, 2023

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | 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. Lesinski | 65,019 | — | $80.00 | 8/2/2029 | — | $— | — | $— | | | 50,060 | — | $27.10 | 7/29/2030 | — | $— | — | $— | | | 14,666 | 7,332(3) | $30.90 | 8/4/2031 | 8,090(7) | $34,949 | — | $— | | | 12,365 | 24,728(4) | $15.80 | 8/1/2032 | 15,823(8) | $68,355 | 15,823(15) | $43,360 | | | 8,334 | 16,666(4) | $35.00 | 8/1/2032 | — | $— | — | $— | | | — | 25,000(5) | $35.00 | 7/31/2033 | 223,680(9) | $966,298 | 24,853(16) | $68,105 | | Ronnie Y. Ng | 7,073 | 3,536(6) | $38.00 | 9/27/2031 | 741(10) | $3,201 | 2,233(17) | $9,179 | | | — | — | $— | — | 1,100(11) | $4,752 | — | $— | | | — | — | $— | — | 6,061(12) | $26,184 | 3,030(18) | $12,455 | | Scott D. Felenstein | — | — | $— | — | 2,038(13) | $8,804 | 6,114(17) | $25,131 | | | — | — | $— | — | 3,181(11) | $13,742 | — | $— | | | — | — | $— | — | 84(14) | $363 | 253(17) | $1,040 | | | — | — | $— | — | 8,081(12) | $34,910 | 4,040(18) | $16,606 |

  42. OUTSTANDING EQUITY AWARDS AT DECEMBER 28, 2023

    (1)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 the closing stock price, $4.32 per share, on December 28, 2023 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. When there is a stock award, but no performance metric set for portions of the award, the portion is not considered granted until approval of the performance metric. (3)The stock options vest 33.33% per year commencing on August 4, 2021, subject to continuous service. (4)The stock options vest 33.33% per year commencing on August 1, 2022, subject to continuous service. (5)The stock options vest 33.33% per year commencing on July 31, 2023, subject to continuous service. (6)The stock options vest 33.33% per year commencing on September 27, 2021, subject to continuous service. (7)The restricted stock units vests 33.33% per year commencing on August 4, 2021, subject to continuous service. (8)The restricted stock units vests 33.33% per year commencing on August 1, 2022, subject to continuous service. (9)The restricted stock units vests 33.33% per year commencing on July 31, 2023, subject to continuous service. (10)The restricted stock units vests 33.33% per year commencing on September 27, 2021, subject to continuous service. (11)The restricted stock units vest February 26, 2024, subject to continuous service. (12)The restricted stock units vests 33.33% per year commencing on February 23, 2022, subject to continuous service. (13)The restricted stock units vests 33.33% per year commencing on January 20, 2021, subject to continuous service. (14)The restricted stock units vests 33.33% per year commencing on July 2, 2021, subject to continuous service. (15)The restricted stock unit awards are scheduled to vest based on achievement of the actual cumulative “Free Cash Flow” target at the end of the three-year measuring period. These figures assume 100% vesting of PBRSUs prior to any modification. As the 2022 and 2023 performance metrics for a portion of the 2022 PBRSU award were previously set, the amounts for the 2022 grant for Mr. Lesinski only includes these portions of his award. The performance metric for the 2024 performance year was set in early 2024. (16)The restricted stock unit awards are scheduled to vest based on achievement of the actual cumulative “Free Cash Flow” target at the end of the three-year measuring period. These figures assume 100% vesting of PBRSUs prior to any modification. As the 2023 performance metric for a portion of the 2023 PBRSU award was set in February 2023, the amounts for the 2023 grant for Mr. Lesinski only includes that portion of his award. The performance metric for the 2024 performance year was set in early 2024. The performance metric for the 2025 performance year has not yet been set. (17)The restricted stock unit awards are scheduled to vest based on achievement of the actual cumulative “Free Cash Flow” target at the end of the three-year measuring period for the 2021 grants. These figures assume 100% vesting of PBRS prior to any modification. (18)The restricted stock unit awards are scheduled to vest based on achievement of the actual cumulative “Free Cash Flow” target at the end of the two-year measuring period for the 2022 grants. These figures utilize the actual achievement of the 2022 and 2023 performance periods resulting in a 95.1% vesting of PBRSUs prior to any modification. See “Long-Term Incentives” in the CD&A for additional information.

  43. STOCK VESTED DURING FISCAL 2023

    STOCK VESTED DURING FISCAL 2023 The following table shows information regarding the vesting during fiscal 2023 of restricted stock unit awards previously granted to our NEOs. No options were exercised by any NEOs during fiscal 2023.

  44. STOCK VESTED DURING FISCAL 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting (1) | | Thomas F. Lesinski | 29,198 | $95,498 | | Ronnie Y. Ng | 6,801 | $17,835 | | Scott D. Felenstein | 16,189 | $40,305 |

  45. STOCK VESTED DURING FISCAL 2023

    (1)Amounts are based on the closing stock price on the vesting date.

  46. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following summaries set forth potential payments payable to our NEOs upon termination of their employment or a change in control of NCM, Inc. under their employment agreements, as amended, and under the Equity Incentive Plan. 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. The following table assumes the executive’s employment was terminated under each of these circumstances on December 28, 2023 and such payments and benefits have an estimated value of:

  47. 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 | $23,315 | $— | $— | $— | $355,324 | $2,228,639 | | Without Cause or For Good Reason in connection with a Change of Control** | $3,700,000 | $23,315 | $— | $— | $— | $1,598,309 | $5,321,624 | | Death | $— | $23,315 | $— | $— | $— | $355,324 | $378,639 | | Disability* | $462,500 | $23,315 | $5,118 | $720 | $— | $355,324 | $846,977 | | Ronnie Y. Ng (b) | | | | | | | | | Without Cause or For Good Reason or Non-renewal by Company | $962,500 | $20,140 | $— | $— | $— | $51,443 | $1,034,083 | | Without Cause or For Good Reason in connection with a Change of Control** | $962,500 | $20,140 | $— | $— | $— | $89,450 | $1,072,090 | | Death | $— | $20,140 | $— | $— | $— | $51,443 | $71,583 | | Disability* | $275,000 | $20,140 | $531 | $720 | $— | $51,443 | $347,834 | | Scott D. Felenstein (c) | | | | | | | | | Without Cause or For Good Reason or Non-renewal by Company | $1,238,575 | $— | $— | $— | $— | $96,150 | $1,334,725 | | Without Cause or For Good Reason in connection with a Change of Control** | $1,238,575 | $— | $— | $— | $— | $156,012 | $1,394,587 | | Death | $— | $— | $— | $— | $— | $96,150 | $96,150 | | Disability* | $334,750 | $— | $2,951 | $720 | $— | $96,150 | $434,571 |

  48. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | * Net of amounts offset by disability insurance payments | | ** 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. |

  49. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (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 if, 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 Mr. Felenstein terminates employment on account of his disability, in exchange for a release of claims against the Company, he will be entitled to 50% of his then base salary, offset by any disability benefits provided under a Company sponsored benefit arrangement. (a)Mr. Lesinski's severance represents 100% of his base salary, plus 100% of his target bonus based on his salary in effect on December 28, 2023 paid over 12 months. In the event of termination in connection with a Change in Control, Mr. Lesinski’s severance payment represents 200% of his base salary, plus 200% of his target bonus based on his salary in effect on December 28, 2023 paid over 12 months. (b)Mr. Ng’s severance represents 100% of his base salary, plus 100% of his target bonus based on his salary in effect on December 28, 2023 paid over 12 months. (c)Mr. Felenstein’s severance represents 100% of his base salary, plus 100% of his target bonus based on his base salary in effect on December 28, 2023 paid over 12 months. (2)If the employment of Messrs. Lesinski, Ng or Felenstein 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. (3)If the employment of Messrs. Lesinski, Ng or Felenstein is terminated by NCM, Inc. for reasons other than death or cause, or he 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 Messrs. Lesinski, Ng and Felenstein represents an amount equal to 100% of the premium costs for a 12-month period. (4)If the employment of Mr. Felenstein or Mr. Ng is terminated by NCM, Inc. on account of disability, they are entitled to receive an amount equal to the cost that would be incurred by the NEO in obtaining individual benefits equivalent to the NCM, Inc. employee benefit plan or program that the NEO was participating in on the effective date of the termination for a period of up to one year. (5)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 by NCM, Inc., its affiliate or a successor in interest 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. The retained shares would vest upon termination in the case of TBRSUs and upon the achievement of performance conditions in the case of PBRSUs. Amounts are based on the closing stock price, $4.32 per share, on December 28, 2023. 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.

  50. 2023 PAY VERSUS PERFORMANCE

    2023 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 three most recent fiscal years. The Board and the Compensation 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 Committee with respect to NEO compensation for the years discussed.

  51. 2023 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) | Value of Initial Fixed $100 Investment Based on: | Net Income (Loss) (in $ millions) | | | | | | | Total Shareholder Return | | | 2023 | $4,594,126 | $4,901,525 | $1,969,312 | $2,004,290 | $15.4 | $705.2 | | 2022 | $2,571,657 | $706,104 | $1,391,152 | $773,300 | $9.7 | $(28.8) | | 2021 | $2,666,046 | $1,410,047 | $874,604 | $563,615 | $81.7 | $(48.7) |

  52. 2023 PAY VERSUS PERFORMANCE

    (1)The below adjustments were made to determine compensation actually paid to the PEO and Non-PEO NEOs from the total on the Summary Compensation Table.

  53. 2023 PAY VERSUS PERFORMANCE

    | Adjustments | 2023 | | 2022 | | 2021 | | | | PEO | Average non-PEO NEOs | PEO | Average non-PEO NEOs | PEO | Average non-PEO NEOs | | Deduction for amounts reported under “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for applicable FY | $(886,968) | $(9,404) | $(928,770) | $(417,432) | $(1,375,000) | $(411,150) | | 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 | $1,107,841 | $16,924 | $56,962 | $43,343 | $858,451 | $252,764 | | 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 | $61,103 | $27,956 | $(737,408) | $(221,469) | $(560,854) | $(80,583) | | 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 | $25,423 | $1,482 | $(195,045) | $(1,850) | $(178,596) | $35,611 | | Deduction of ASC 718 fair value of awards granted during prior FY that were forfeited during applicable FY, determined as of prior FY end | $— | $(1,980) | $(61,292) | $(20,444) | $— | $(107,631) | | Total Adjustments | $307,399 | $34,978 | $(1,865,553) | $(617,852) | $(1,255,999) | $(310,989) |

  54. 2023 PAY VERSUS PERFORMANCE

    (2)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. The Compensation Actually Paid to the PEO increased 594.17% and the Average Compensation Actually Paid to Non-PEO NEOs increased 159.19%, respectively from 2022 to 2023. The increase in Compensation Actually Paid to the PEO is primarily driven by the one-time Chapter 11 Reorganization Retention Program and an increase in the stock price year over year, as reflected in the TSR increase of 58.45% and Net Income increase year over year of 2548.61% for 2023. The increase in Average Compensation Actually Paid to Non-PEO NEOs was primarily driven by the one-time Chapter 11 Reorganization Retention Program. The Compensation Actually Paid to the PEO decreased 49.9% and the Average Compensation Actually Paid to Non-PEO NEOs increased 37.2%, 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 TSR decrease of 88.13% for 2022. This decrease in Compensation Actually Paid is offset by the improvement within Net Loss year over year of 40.9% 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 in 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 Chapter 11 Case and 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 of our management and employees in managing the Company’s business and preserving stockholder value.

  55. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION

  56. FISCAL 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    FISCAL 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

  57. FISCAL 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | All Other Compensation | Total | | Lawrence A. Goodman | $200,050(3) | $— | $— | $200,050 | | Kurt C. Hall | $158,641(4) | $— | $— | $158,641 | | Juliana F. Hill | $217,569(5) | $128,573 | $— | $346,142 | | Donna Reisman | $71,590(6) | $— | $— | $71,590 | | Mark B. Segall | $57,875(7) | $— | $— | $57,875 | | Mark Zoradi | $57,875(7) | $— | $— | $57,875 | | Bernadette Aulestia | $17,857(8) | $128,573 | $— | $146,430 | | Nicholas Bell | $3,929(9) | $128,573 | $— | $132,502 | | David Glazek | $188,927(10) | $128,573 | $— | $317,501 | | Jean-Philippe Maheu | $21,607(11) | $128,573 | $— | $150,180 | | Joseph Marchese | $7,857(12) | $128,573 | $— | $136,430 | | Lauren Zalaznick | $47,143(13) | $128,573 | $— | $175,716 |

  58. FISCAL 2023 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 2023 Director Compensation Table above. All of the Fees Earned or Paid in Cash shown above reflect the prorated amounts paid for this increase or any prorated amounts due to change in positions.

  59. FISCAL 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Annual Retainer | Committee Chair Retainer | Committee Member Retainer | Total Fees Earned or Paid in Cash | | Lawrence A. Goodman (3) | $57,875 | $11,581 | $130,594 | $200,050 | | Kurt C. Hall (4) | $57,875 | $— | $100,765 | $158,641 | | Juliana F. Hill (5) | $67,875 | $27,024 | $122,670 | $217,569 | | Donna Reisman (6) | $57,875 | $— | $13,714 | $71,590 | | Mark B. Segall (7) | $57,875 | $— | $— | $57,875 | | Mark Zoradi (7) | $57,875 | $— | $— | $57,875 | | Bernadette Aulestia (8) | $10,000 | $7,857 | $— | $17,857 | | Nicholas Bell (9) | $— | $— | $3,929 | $3,929 | | David Glazek (10) | $10,000 | $— | $178,927 | $188,927 | | Jean-Philippe Maheu (11) | $10,000 | $— | $11,607 | $21,607 | | Joseph Marchese (12) | $— | $— | $7,857 | $7,857 | | Lauren Zalaznick (13) | $39,286 | $7,857 | $— | $47,143 |

  60. FISCAL 2023 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 December 28, 2023, filed on March 18, 2024. (3)Mr. Goodman’s compensation was prorated for his time served in each position, as he served on the Board, the Audit Committee and as Chair of the Compensation Committee until his resignation on August 7, 2023. Additionally, he was appointed to the Special Restructuring Committee on February 20, 2023 and served until his resignation on August 7, 2023. (4)Mr. Hall’s compensation was prorated for his time served in each position, as he served on the Board, the Audit Committee and the Compensation Committee until his resignation on August 7, 2023. Additionally, he was appointed to the Special Restructuring Committee on March 3, 2023 and served until June 30, 2023. (5)Ms. Hill’s compensation was prorated for her time served in each position, as she served on the Board and as Chair of the Audit Committee under the previous retainers until August 7, 2023. Additionally, she was appointed to the Special Restructuring Committee on February 20, 2023 and served until its dissolution on August 7, 2023. Ms. Hill continues to serve on the Board and as Chair of the Audit Committee under the new retainers since August 7, 2023. Ms. Hill elected to receive 20% of her fourth quarter stock grant in cash. (6)Ms. Reisman’s compensation was prorated for her time served in each position, as she served on the Board, the Compensation Committee and the Nominating and Governance Committee until her resignation on August 7, 2023. (7)Messrs. Segall and Zoradi’s compensation were prorated for their time served on the Board until their resignation on August 7, 2023. (8)Ms. Aulestia’s compensation was prorated for her time served in each position, as she has served on the Board and as Chair of the Nominating and Governance Committee since her appointment on August 7, 2023. Ms. Aulestia elected to receive 20% of her fourth quarter stock grant in cash. (9)Mr. Bell’s compensation was prorated for his time served in each position, as he has served on the Board and on the Compensation Committee since his appointment on August 7, 2023. (10)Mr. Glazek served as a director on the Board, as Chair of the Nominating and Governance Committee and on the Compensation Committee until August 7, 2023 and received no compensation from the Company for these roles. He was appointed to the Special Restructuring Committee on February 20, 2023 and served on the Special Restructuring Committee until its dissolution on August 7, 2023. Mr. Glazek has served as a non-employee director on the Board, the Audit Committee and the Nominating and Governance Committee since August 7, 2023. Mr. Glazek elected to receive 20% of his fourth quarter stock grant in cash. (11)Mr. Maheu’s compensation was prorated for his time served in each position, as he has served on the Board and on the Audit Committee since his appointment on August 7, 2023. Mr. Maheu elected to receive 20% of his fourth quarter stock grant in cash. (12)Mr. Marchese’s compensation was prorated for his time served in each position, as he has served on the Board and on the Compensation Committee and Nominating and Governance Committee since his appointment on August 7, 2023. (13)Ms. Zalaznick’s compensation was prorated for her time served in each position, as she has served as Chair of the Board and as Chair of the Compensation Committee since her appointment on August 7, 2023. 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 2023 Director Compensation Table above and outstanding stock awards at December 28, 2023.

  61. FISCAL 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | | Fiscal 2023 Grants | | | Outstanding Equity Awards at December 28, 2023 | | | 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) | | Bernadette Aulestia | 8/18/2023 | 28,450 | $100,002(2) | 28,450 | $122,904 | | Nicholas Bell | 8/18/2023 | 28,450 | $100,002(2) | 28,450 | $122,904 | | David Glazek | 8/18/2023 | 28,450 | $100,002(2) | 28,450 | $122,904 | | Juliana F. Hill | 8/18/2023 | 28,450 | $100,002(2) | 28,450 | $122,904 | | Jean-Philippe Maheu | 8/18/2023 | 28,450 | $100,002(2) | 28,450 | $122,904 | | Joseph Marchese | 8/18/2023 | 28,450 | $100,002(2) | 28,450 | $122,904 | | Lauren Zalaznick | 8/18/2023 | 28,450 | $100,002(2) | 28,450 | $122,904 | | Bernadette Aulestia | 11/15/2023 | 6,889 | $28,571(3) | — | $— | | Nicholas Bell | 11/15/2023 | 6,889 | $28,571(3) | — | $— | | David Glazek | 11/15/2023 | 6,889 | $28,571(3) | — | $— | | Juliana F. Hill | 11/15/2023 | 6,889 | $28,571(3) | — | $— | | Jean-Philippe Maheu | 11/15/2023 | 6,889 | $28,571(3) | — | $— | | Joseph Marchese | 11/15/2023 | 6,889 | $28,571(3) | — | $— | | Lauren Zalaznick | 11/15/2023 | 6,889 | $28,571(3) | — | $— |

  62. FISCAL 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    (1)Amounts are based on the closing stock price, $4.32 per share, on December 28, 2023. The shares will vest on August 18, 2027. (2)Calculated in accordance with ASC Topic 718 as described in footnote (1) to the Fiscal 2023 Director Compensation Table above and based on a stock price of $3.515 for all directors. (3)This award vested immediately on the grant date. The value of the shares represents the quarterly retainer for the third quarter of 2023 prorated for time served on the board from August 7, 2023 until the end of the quarter. 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.