DEF 14A of Imax Corp
Filed Apr 24, 2026 · FY20250001628280-26-027220
Nominees for Election
Nominees for Election At the Meeting, shareholders will be asked to approve the election of directors by ordinary resolution, which requires that a majority of the votes cast at the Meeting be in favor of the resolution. Shareholders will be allowed to vote “for” or “against” each nominee for the Board of Directors and, each nominee will be elected only if the number of votes cast in their favor represents a majority of the votes cast for and against them at the Meeting. The CBCA provides for a transitional period for any incumbent director who is not re-elected at the Meeting as a result of not receiving a majority of the votes in his or her favor, which permits such director to continue in office until the earlier of: (a) the 90th day after the day of the election; and (b) the day on which a successor is appointed or elected. In the absence of any instruction on the accompanying Form of Proxy, it is the intention of the persons named by management in the Form of Proxy to vote the Common Shares represented by the proxy in favor of the resolution. If any of the nominees is for any reason unable to serve as a director, proxies in favor of management will be voted for another nominee in their discretion. The Board of Directors recommends a vote FOR the election of each of these nominees as directors. The nominees for election as directors have indicated to us that they will serve if elected. Each director elected will hold office until the earlier of the close of the 2027 Annual General Meeting of Shareholders, until his or her successor is elected or appointed, or until the date of his or her resignation or termination. The following section lists certain information concerning the persons to be nominated for election to our Board of Directors.
Nominees for Election as Directors for the Term Expiring in 2027
Nominees for Election as Directors for the Term Expiring in 2027
Nominees for Election as Directors for the Term Expiring in 2027
| RICHARD L. GELFOND Director (since March 1994) and Chief Executive Officer Age: 70 New York, New York, U.S.A. | Richard Gelfond has been sole Chief Executive Officer of the Company since 2009. Mr. Gelfond served as Co-Chairman of the Company from 1999 to 2009 and served as Co-Chief Executive Officer from 1996 to 2009. From 1994 to 1999, Mr. Gelfond served as Vice Chairman of the Company. Mr. Gelfond has also been the Chairman and Non-Executive Director of the Company’s subsidiary, IMAX China Holding, Inc. (“IMAX China”), since 2015, and has been a director of IMAX China since 2010. Mr. Gelfond serves as chairman of the board of trustees of the Stony Brook Foundation, Inc., which is affiliated with Stony Brook University. He is also a member of the Academy of Motion Picture Arts and Sciences. Mr. Gelfond serves on the International Advisory Board of the Turkana Basin Institute, a non-profit initiative focusing on field research in the Lake Turkana Basin of Kenya. Mr. Gelfond served as the chairman of the Columbia Shuttle Memorial Trust Steering Committee, which was established in co-operation with NASA to support the families of the seven crew members of the STS-107 mission of the Space Shuttle Columbia, which came to a tragic end on February 1, 2003. | | | Key Skills and Experience: Mr. Gelfond’s long service as Chief Executive Officer of the Company, as well as his marketing, financial, legal, and capital markets expertise, combined with his extensive knowledge of the business, operations, and domestic and international markets of the Company and his formidable relationships with studios, exhibitors, directors, talent, and other partners and stakeholders of the Company, are valuable assets to the Board. |
Nominees for Election as Directors for the Term Expiring in 2027
| DARREN THROOP Chairman of the Board (since June 2021) and Director (since June 2015) Age: 61 Toronto, Ontario, Canada | Darren Throop is a Canadian entrepreneur whose leadership has reshaped the global entertainment industry. He began his career in 1991 by founding Urban Sound Exchange and later expanded into music distribution through strategic acquisitions. In 2001, he became CEO of ROW Entertainment, taking the company public in 2003 and rebranding it as Entertainment One (eOne). Under Mr. Throop’s leadership, eOne grew into a powerhouse in film, television, and music, fueled by key acquisitions and partnerships. In 2007, he orchestrated the company’s listing on London’s Alternative Investment Market, securing funding for further expansion. In 2019, he led the $4 billion sale of eOne to Hasbro, remaining as CEO until 2022. Today, he directs a global music rights investment fund, continuing his commitment to content ownership. Mr. Throop is a dedicated philanthropist and has received numerous accolades, including induction into the Canadian Music Industry Hall of Fame (2015) and appointment as a Member of the Order of Canada (2019). He has served on the IMAX Corporation Board since 2015, becoming Chairman in 2021, and is a member of both the Academy of Motion Picture Arts and Sciences and The Television Academy. | | | Key Skills and Experience: Mr. Throop’s experience in the growth of an entrepreneurial and international entertainment and content brand company engaged in television, film and music production, distribution, merchandising, and licensing further strengthens the Board’s expertise in these areas. |
Nominees for Election as Directors for the Term Expiring in 2027
| GAIL BERMAN Director (since March 2023) Age: 69 Pacific Palisades, California, U.S.A. Committee Memberships: Compensation Committee | Gail Berman founded The Jackal Group, a content production studio creating scripted and unscripted television, feature films, and commercial theatre, in 2014 and has been the chairman and the chief executive officer of The Jackal Group from 2014 to 2018 and from 2020 to present. From 2019 to 2020, Ms. Berman served as the chairperson and chief executive officer of Sidecar Content Accelerator, an in-house production studio for Fox Entertainment. Ms. Berman also co-founded BermanBraun, a media company, in 2007. Her previous positions include President of Paramount Pictures (2005-2007), Entertainment President of Fox Broadcasting (2000-2005), and President of Regency Television (1998-2000). Ms. Berman serves on the board of the Center Theatre Group, a Los Angeles non-profit theatre company, and has served as President of the Producers Guild of America. She is a member of the Academy of Motion Picture Arts and Sciences and the Television Academy. | | | Key Skills and Experience: Ms. Berman’s extensive experience in the entertainment industry and the operation of an entrepreneurial content production company further strengthens the Board’s expertise in these areas and brings a valuable perspective to the Company’s curation of alternative content and live experiences. |
Nominees for Election as Directors for the Term Expiring in 2027
| ERIC A. DEMIRIAN Director (since September 2010) Age: 67 Toronto, Ontario, Canada Committee Memberships: Audit Committee (Chair) | Eric Demirian has been the president of Parklea Capital Inc., a boutique financial advisory and strategy firm, and has been the president of Demicap Inc., a private investment firm, since 2003. Prior to Mr. Demirian’s position at Parklea Capital, he held the position of an executive vice president of Group Telecom, Inc. from 2000 to 2003. Mr. Demirian’s previous positions include partner and head of Information and Communication Practice at PricewaterhouseCoopers LLP (1983 - 2000). Mr. Demirian serves as the non-executive chair of the board of Descartes Systems Group and a director of Calian Group Ltd. He has previously served on the boards of numerous public (Enghouse Systems Ltd. from 2004 to March 2025) and private companies, as a member of the Advisory Council for the School of Accounting & Finance at Ted Rogers School of Management at Ryerson University (renamed Toronto Metropolitan University in 2022), advisor to the Accounting Standards Board of CPA (Canada), and as the director and treasurer for the Parkinson Foundation of Canada. He is a chartered professional accountant, certified general accountant, and a chartered accountant. He holds a bachelor of business management from Toronto Metropolitan University. | | | Key Skills and Experience: Mr. Demirian’s accounting experience combined with his substantial business and transactional experience makes him well suited to assist the Board in its assessment of financial and accounting matters. With his strong financial background, Mr. Demirian meets the SEC definition of an audit committee financial expert. |
Nominees for Election as Directors for the Term Expiring in 2027
| KEVIN DOUGLAS Director (since October 2016) Age: 63 Greenbrae, California, U.S.A. Committee Memberships: Compensation Committee (Chair) | Kevin Douglas has been the chairman and founder of Douglas Telecommunications, a family investment office through which Mr. Douglas manages the Douglas family investment portfolio, since 1995. Prior to Douglas Telecommunications, he was the chairman of the board at Rural Cellular Management Corporation. Mr. Douglas has served on the board of Quantum Fuel Systems, LLC since 2018. Mr. Douglas served on the board of KSR International Co. from 1985 to 2025 and was formerly on the board of Stamps.com from 2003 to 2009. Mr. Douglas is IMAX Corporation’s largest individual investor and has been a shareholder since 2007. In 2014, the Company partnered with Mr. Douglas and his spouse, Michelle Douglas, to donate an IMAX® theatre to the University of Southern California’s School of Cinematic Arts. The Michelle and Kevin Douglas IMAX Theatre and Immersive Media Lab serves as a research and teaching facility for students to learn IMAX filmmaking as well as other immersive entertainment experiences. | | | Key Skills and Experience: Mr. Douglas’ long association with the Company has given him a broad understanding of the Company’s business, its products, and the markets in which it operates. Mr. Douglas’ investment and business experience with technology and other companies, together with his expertise in identifying new opportunities for investment and growth, are valuable resources for the Board. |
Nominees for Election as Directors for the Term Expiring in 2027
| DAVID W. LEEBRON Director (since September 2003) Age: 71 Houston, Texas, U.S.A. Committee Memberships: Governance Committee (Chair) Audit Committee | David Leebron has served as University Professor and President Emeritus at Rice University since 2022. Previous to that, he served as President of Rice University from 2004 to 2022. In the fall of 2022, he was a visiting professor at Columbia Law School and Harvard Law School. In 2024, Mr. Leebron was named the president and chief executive officer of Texas 2036, a non-partisan non-profit policy organization. Prior to 2004, Mr. Leebron held the position of Dean of Columbia Law School from 1996 to 2004 and Professor of Law from 1989 to 1996, teaching international economic law, international human rights, corporate finance and torts. Mr. Leebron is on the Council on Foreign Relations and is a member of the American Academy of Arts and Sciences. He served as the chair of the Association of American Universities (AAU) from 2016 to 2017. He currently serves on the boards of the Universities Research Association and the Higher Education Advisory Board for Anthropic. | | | Key Skills and Experience: Mr. Leebron brings his broad legal experience, leadership, strategic, and management skills as former President of Rice University and former Dean of Columbia Law School to the Board, which make him well suited to assess legal risks and other challenges faced by the Company, as well as to apply his experience to governance issues faced by the Company and the Board. |
Nominees for Election as Directors for the Term Expiring in 2027
| MICHAEL MACMILLAN Director (since June 2013) Age: 69 Toronto, Ontario, Canada Committee Memberships: Audit Committee Governance Committee | Michael MacMillan is the chief executive officer of Blue Ant Media, a Canadian-based media company, which he co-founded in 2011. Blue Ant is a producer, distributor, and broadcaster with active operations in Toronto, Los Angeles, London, and elsewhere internationally. Mr. MacMillan was the chairman and/or the chief executive officer of Alliance Atlantis Communications from 1998 to 2007. Mr. MacMillan co-founded Atlantis Films Limited in 1978, which acquired Alliance Communications in a reverse takeover in 1998 and subsequently became Alliance Atlantis Communications. Mr. MacMillan retired from Alliance Atlantis Communications in 2007 after selling the company to Canwest Communications and Goldman Sachs. In 2007, he co-founded Samara, a charity that works to strengthen political engagement in Canada through innovative research and educational programs, and serves as Chair Emeritus. Mr. MacMillan is the co-founder and co-owner of Closson Chase, a vineyard and winery in Prince Edward County, Ontario, Canada. A member of the Order of Canada, Mr. MacMillan has volunteered with numerous community and industry organizations over many years. | | | Key Skills and Experience: Mr. MacMillan’s extensive experience in the entertainment industry as well as his ownership interests in various private companies and involvement with charitable organizations gives him a broad expertise in film and television production, digital publishing and other media, thus bringing additional expertise to the Board in these areas. |
Nominees for Election as Directors for the Term Expiring in 2027
| STEVE R. PAMON Director (since June 2021) Age: 55 South Orange, New Jersey, U.S.A. Committee Memberships: Compensation Committee Governance Committee | Steve Pamon is the president of VERZUZ, a digital media production company co-founded by GRAMMY® award-winning producers Swizz Beatz and Timbaland. His leadership spans talent, programming, production, finance, business affairs, and strategic partnerships. Prior to his role at VERZUZ, Mr. Pamon served as the president and the chief operating officer of Parkwood Entertainment, global entertainer Beyoncé's multifaceted enterprise, encompassing oversight of music, touring, artist management, business ventures, and TV/film production. During his time leading Parkwood Entertainment, the team achieved a historic level of critical and commercial success, as evident in the Super Bowl 50 Halftime Show, “Lemonade” visual album, the “Formation World Tour,” “Homecoming”/Coachella Music Festival performance, “On the Run II” world tour, “Everything is Love” album, Global Citizen Africa festival, Adidas/Ivy Park products, and Disney's “Black Is King” movie, among many others. In addition, his team managed the careers of Grammy nominated musicians/actresses Chloe x Halle. Prior to Mr. Pamon’s position at Parkwood Entertainment, he served as Head of Sports and Entertainment Marketing for JPMorgan Chase from 2011 to 2015 and was the vice president of strategy and new Business development for the National Football League from 2008 to 2011. Mr. Pamon’s career journey also includes executive leadership and operating roles with HBO and Time Warner from 2001 to 2008 and McKinsey & Company from 1995 to 2000. In addition to his executive roles, Mr. Pamon holds positions on the board of Herschend Family Entertainment (home to Dollywood® Parks & Resorts, Silver Dollar City® Attractions, Adventure Aquarium®, and the Harlem Globetrotters), and New York Road Runners (organizers of The New York City Marathon). His past board service included a seat on the board of World Wrestling Entertainment (“WWE”) from 2020 through 2024; his tenure culminated in a historic $21 billion merger with UFC/Endeavor, becoming one of the largest transactions in sports history. | | | Key Skills and Experience: Mr. Pamon’s deep relationships with the creative community, as well as his broad experience as a senior executive within some of the leading players in media and entertainment, provides a valuable perspective to the Board as it evaluates new product and service opportunities. He also has experience in management consulting and investment banking, which further strengthens the Board in the areas of corporate strategy and financial matters. |
Nominees for Election as Directors for the Term Expiring in 2027
| DANA SETTLE Director (since July 2015) Age: 53 Los Angeles, California, U.S.A. Committee Memberships: Compensation Committee Governance Committee | Dana Settle is a co-founder and managing partner at Greycroft, a venture capital firm, a position she has held since 2006. As a member of Greycroft’s management committee, she is responsible for the firm’s operations, investment strategy, and vision. Ms. Settle is on the investment committee for all Greycroft funds and has been involved in all phases of Greycroft’s growth. Ms. Settle’s active investments include Acorns, Anine Bing, Avaline, Citizen, Goop, HamsaPay, Happiest Baby, Mayk.it, Merit Beauty, Rembrand, Seed Health, Stability.ai, Thrive Market, and Versed. Her notable exits include Bumble (IPO), Maker Studios (acquired by Disney), Pulse (acquired by LinkedIn), The RealReal (IPO), Trunk Club (acquired by Nordstrom), and WideOrbit (interest sold to company management). Ms. Settle is on the boards of directors of National Venture Capital Association and MNTN, Inc. She is a founding member of the non-profit Baby2Baby and the female mentorship collective All Raise. Prior to Greycroft, Ms. Settle spent several years as a venture capitalist and advisor to startups in the Bay Area, including six years at Mayfield, and in investment banking at Lehman Brothers. Ms. Settle holds a bachelor of arts in Finance and International Studies from the University of Washington and a master of business administration (“M.B.A.”) from Harvard Business School. | | | Key Skills and Experience: Ms. Settle’s extensive experience in the private equity markets, as well as her board positions and ownership interests in various digital and other start-up companies, gives her a broad expertise in emerging technology and media markets which is beneficial to the Board, particularly as it examines new growth opportunities. Ms. Settle also has experience in business development and investment banking, which is relevant to the Board’s oversight of the Company’s financial matters. |
Nominees for Election as Directors for the Term Expiring in 2027
| JENNIFER WONG Director (since March 2023) Age: 51 New York, New York, U.S.A. Committee Memberships: Audit Committee | Jennifer Wong has served as the chief operating officer of Reddit, Inc., a social news aggregation, content rating, and forum social network, since 2018. Prior to 2018, Ms. Wong was the president of Digital and chief operating officer of Time Inc. from 2016 to 2018. She was the chief business officer of POPSUGAR from 2011 to 2015. Ms. Wong currently serves on the boards of Capital One Financial Corp and Marfeel. She has a bachelor of science in Applied Mathematics from Yale University, M.B.A from Harvard Business School, and master of science in Engineering Economic Systems and Operations Research from Stanford University. | | | Key Skills and Experience: Ms. Wong’s extensive experience in digital media, technology, building global businesses, and marketing, as well as her role as chief operating executive in various companies, brings valuable perspective to the Board as the Company evaluates its short-term and long-term operations and explores new business initiatives, particularly in the digital sphere. |
Nominees for Election as Directors for the Term Expiring in 2027
| Item No. 2 - APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT AUDITORS |
Nominees for Election as Directors for the Term Expiring in 2027
At the Meeting, shareholders will be asked to approve the appointment of PricewaterhouseCoopers LLP, Chartered Accountants (“PwC”), as our independent auditors, until the close of the next annual general meeting of shareholders at a remuneration rate to be fixed by the Board of Directors. Shareholders will be asked to approve the appointment by ordinary resolution, which requires that a majority of the votes cast at the Meeting be in favor of the resolution. In the absence of any instruction on the accompanying Form of Proxy, it is the intention of the persons named by management in the Form of Proxy to vote the Common Shares represented by the Form of Proxy in favor of the resolution. Voting “WITHHOLD” is the equivalent to voting “ABSTAIN.” Representatives of PwC are expected to participate in the Meeting online and to be available to respond to appropriate questions and to make a statement if they desire to do so. PwC are our principal independent accountants. PwC have been our auditors for more than five years. The following table presents fees for professional services rendered by PwC for the audits of our annual financial statements for the years ended December 31, 2025 and December 31, 2024, and fees billed for other services rendered by PwC during those periods.
Nominees for Election as Directors for the Term Expiring in 2027
| | 2025 | 2024 | | | Type of Fees | ($) | ($) | Description of Fees | | Audit Fees | 2,508,546 | 2,132,683 | For professional services rendered in connection with the audit of our financial statements included in our Annual Report on Form 10-K and of our internal control over financial reporting, the review of our financial statements included in our Quarterly Reports on Form 10-Q, the audit of IMAX China, various statutory audits, and for services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years. | | Audit-Related Fees | 243,750 | 90,254 | For professional services rendered in connection with assurance and related services that are reasonably related to the performance of the audit or review of financial statements and which include discussions concerning financial accounting and reporting standards and review of regulatory matters. In 2025, audit-related fees principally consisted of comfort letter fees associated with the issuance of convertible notes and, to a much lesser extent, fees for the audits of the Company’s pension plans, the reimbursement of Canadian Public Accountability Board fees, and various other smaller matters. In 2024, audit-related fees consisted primarily of fees for the audits of the Company’s pension plans, the reimbursement of Canadian Public Accountability Board fees, and various other smaller matters. | | Tax Fees | 236,963 | 359,980 | For professional services rendered in connection with tax services. In 2025 and 2024, tax fees comprised two areas: (i) tax compliance, such as corporate and indirect tax compliance; and (ii) other tax services, such as tax advice related to transfer pricing, including bilateral advance pricing arrangement support, corporate tax consulting in multiple jurisdictions, and audit defense. Tax compliance related fees represented approximately $33,000 and $88,000 of the total tax fees in 2025 and 2024, respectively, while other tax services represented approximately $203,000 and $272,000 of the total tax fees in 2025 and 2024, respectively. | | All Other Fees | 28,451 | 22,279 | For professional services rendered related to reporting in 2025 and 2024 required pursuant to the Hong Kong Stock Exchange’s Environmental, Social and Governance Code and Corporate Governance Code, and access to PwC reporting tools. | | Total | 3,017,710 | 2,605,196 | |
Compensation Principles and Program Design
| Principle | How we achieve it | | Pay for performance aligned with the achievement of our strategic objectives | • Deliver a majority of target compensation in variable, performance-based pay. • Link incentive payouts to performance outcomes and individual contributions that directly support our strategic priorities and reinforce accountability for business unit results, with an emphasis on objective, quantitative measures. • Provide meaningful upside opportunities for superior performance and commensurate downside risk in the event of underperformance. | | Attract and retain highly qualified talent with relevant experience and industry relationships | • Establish compensation levels informed by competitive market data across a relevant peer group of media, technology, and entertainment companies. • Deliver long term incentives through a balanced mix of performance based and time based equity awards. | | Encourage decision making that balances near term execution with long term value creation | • Deliver a majority of target total compensation in equity to align executives with long term shareholder interests. • Set performance goals and payout ranges consistent with Board approved expectations. • Require meaningful executive share ownership to further align interests with shareholders. • Recognize individual contributions that support sustained performance and long-term growth. |
Designing incentives that align with our strategic priorities and financial performance
| Short-term (80% for CEO and 50% for other NEOs) | | Long-term (PSUs) | | Outcomes | Outcomes and strategic drivers | Outcomes | | Total Revenue (22% — 25%) | Installations (16% — 18.75%) | Total Adjusted EBITDA Growth (60%) | | Total Adjusted EBITDA Margin (22% — 25%) | Signings (18% — 18.75%) | Relative TSR (40%) | | Adjusted EPS (12.5% — 22%) | | |
Using compensation peer group data to inform decisions
Using compensation peer group data to inform decisions Decisions on NEO compensation consider a range of factors including an individual’s experience, skills, and relationships; his/her actual and relative contributions; internal relativities; and retention risk and role criticality. These largely qualitative factors are augmented by external market data on pay practices at other companies, sourced from public filings or published surveys. Defining a relevant peer group for IMAX is challenging, given our diverse and unique business, the necessity for strong relationships within the worldwide entertainment industry – particularly Hollywood, and our global footprint, which includes a ~71% ownership stake in IMAX China listed on the Hong Kong Stock Exchange. In assessing potential peers, consideration was given to the following: •Industry representation given our market-leading role at the intersection of entertainment and technology, with a need for executive talent that can credibly interact with Hollywood and international studios and filmmakers. •Financial indicators including revenues within a 0.5 – 3-times range of IMAX, market capitalization, and gross margin. •Geographic footprint to include companies that compete for executives with multi-national experience (IMAX’s global footprint encompasses over 90 countries). •Other subjective factors such as brand prominence and presence in expanding areas of strategic growth. No specific position is targeted relative to external market data when setting target pay levels, given the need for informed judgment and knowledge of our business to make appropriate decisions. The Compensation Committee approved the following peer group for 2025, which remains unchanged from the prior year (other than the removal of companies that have undergone transaction activity in the intervening period):
Using compensation peer group data to inform decisions
| Peer companies (1) | | | | Ambarella, Inc. (AMBA) | Dolby Laboratories, Inc. (DLB) | Lionsgate Studios (LION)(2) | | Cinemark Holdings, Inc. (CNK) | fuboTV Inc. (FUBO) | The Marcus Corporation (MCS) | | Cineplex, Inc. (TSX: GC) | Harmonic, Inc. (HLIT) | WildBrain Ltd. (WILD) | | Corsair Gaming, Inc. (CRSR) | Knowles Corporation (KN) | Xperi Holding Corporation(3) |
Using compensation peer group data to inform decisions
(1)Since initial approval of the peer group in 2022, the following companies have been removed due to transaction activities: Avid Technology, Inc. and World Wrestling Entertainment, Inc. (2)Following the split of Lions Gate Entertainment Corp. in 2025, the studio business was retained in the peer group given its continuing relevance. (3)In 2022, Xperi Holding Corporation separated into two independent publicly traded companies, one comprising its intellectual property licensing business and one comprising its product business. For our peer group purposes, we used Xperi Inc., the surviving product business entity of Xperi Holding Corporation.
Annual cash bonus
Annual cash bonus We provide our NEOs with an annual cash bonus opportunity that can be earned based on an assessment of pre-established quantitative goals and a qualitative assessment of their strategic accomplishments and individual performance during the year. No changes were made to NEO target bonus opportunities during the year. For 2025, annual cash bonus determinations were based on a combination of corporate performance, business unit performance and individual performance.
Annual cash bonus
| Officer | Target (% of salary) | Quantitative performance weighting | Individual performance weighting(1) | | Richard L. Gelfond | 100% | 80% | 20% | | Natasha Fernandes | 60% | 50% | 50% | | Anne Globe | 50% | 50% | 50% | | Robert D. Lister | 60% | 50% | 50% | | Mark Welton | 70% | 50% | 50% |
Annual cash bonus
(1)With the exception of Mr. Gelfond, individual performance weighting includes a business unit performance factor, which accounts for 10% of the individual performance component of the scorecard.
Quantitative performance
Quantitative performance Each year the Compensation Committee reviews the quantitative performance metrics to ensure they align with the Company’s current financial and strategic goals. Financial metrics account for a majority of this element, which align outcomes with our success at meeting financial expectations during the year. This is complemented by quantitative strategic objectives that represent meaningful leading indicators of future financial performance and our success in expanding the IMAX network globally. For 2025, the Compensation Committee approved the following metric changes to best align with the Company’s strategic priorities and drivers of shareholder value: •Total Adjusted EBITDA Margin replaced Total Adjusted EBITDA (as reflected in dollars) to place greater emphasis on operating efficiency and margin discipline as the Company continues to scale. The Compensation Committee believes this metric better aligns executive incentives with sustainable profitability and long-term value creation. •Adjusted EPS replaced Free Cash Flow, which more directly reflects underlying operating performance and profitability and is a key metric used to assess the Company’s financial results. While Free Cash Flow remains an important internal measure, it can be influenced by the timing of investments and other factors that may not consistently reflect annual operating performance. •The Streaming Technology Booking metric was removed as a standalone goal. As that business transitions beyond its initial acquisition phase, the Compensation Committee determined that its performance is now more appropriately reflected within the Company’s broader financial results. Eliminating this goal further simplifies the incentive framework and focuses executive attention on its key enterprise-wide priorities and value creation. For 2025, the weightings of each metric varied between the CEO and other NEOs to best align with influence and accountability. The maximum potential payout in respect of each metric was capped at 120% of target for our NEOs other than the CEO and 200% for our CEO. The table below summarizes the metrics and their relevant weightings; threshold, target, and maximum goals; and actual results in respect of the 2025 performance metrics applicable to annual bonuses. These metrics applied consistently to all eligible plan participants, including the NEOs. The threshold performance goals for 2025 were set at 85% of target performance goal. Consistent with 2024, achieving the threshold performance level results in payouts of 50% of the target bonus. Payouts increase to 100% upon achieving the target performance goal, and up to 200% upon achieving the maximum performance goal. This design reinforces the Company’s pay-for-performance philosophy by maintaining a direct relationship between performance and payout, while providing for meaningful differentiation in outcomes across varying levels of performance.
Quantitative performance
| | Weight for | | Performance goals | | | | Quantitative Performance Element Payout Prior to Cap(1) (% target) | | | CEO | other NEOs | Threshold | Target | Maximum | Actual | | | Total Revenue (m) | 25.00% | 22.00% | $342.4 | $402.80 | $483.4 | $410.2 | 109.2% | | Total Adjusted EBITDA Margin (%) | 25.00% | 22.00% | 34.0% | 40.0% | 48.0% | 45.1% | 163.8% | | Adjusted EPS | 12.50% | 22.00% | $1.16 | $1.36 | $1.63 | $1.45 | 133.1% | | Signings (count) | 18.75% | 18.00% | 111 | 130 | 156 | 166 | 200.0% | | Installations (count) | 18.75% | 16.00% | 128 | 150 | 180 | 160 | 133.3% | | Associated payout (% of target opportunity) | | | 50% | 100% | Up to 200% | | |
Quantitative performance
(1)Payouts by metric are calculated independently and interpolated on a straight-line basis between threshold, target and maximum. For performance below threshold, no bonus is earned. For NEOs other than the CEO, in the event the calculated payout factor exceeds 120% of target, the payout is capped at 120%. Outcomes by metric consistently exceeded target but only once exceeded maximum despite a record performance year, evidencing the rigor in the goal-setting process and reinforcing our culture of aligning pay to performance. Our goals are established through a disciplined, data-driven process that incorporates historical performance, external market conditions, internal forecasts, and Compensation Committee oversight to ensure they are both challenging and achievable. This approach is designed to appropriately calibrate and incentivize the achievement of stretch goals without encouraging undue risk-taking, while maintaining strong alignment with our strategic priorities. The overall quantitative performance factor was 147.4% of target for the CEO and 117.6% for the other NEOs.
Individual performance
Individual performance Business unit performance Beginning in 2025, a business unit performance component was introduced as part of the annual cash bonus, comprising 10% of the individual performance portion. This component represents a defined portion of the annual cash bonus opportunity and reflects performance against pre-established financial and strategic objectives applicable to each executive’s area of responsibility. The business unit component reinforces accountability for operating results and strategic execution at the segment level and further aligns compensation outcomes with the areas executives directly influence. For 2025, performance considerations included progress in strengthening IMAX’s proprietary technology platform and end‑to‑end ecosystem to deliver consistent premium quality at global scale, including support for continued Filmed For IMAX adoption. The Compensation Committee also considered the effectiveness of leadership in sustaining IMAX’s specialized engineering and technical capabilities, deepening strategic partnerships with filmmakers, studios, exhibitors, and other global partners, and reinforcing IMAX’s premium brand positioning and growing fan base. Additional factors included execution against a diversified and flexible global content portfolio across Hollywood, local‑language, and alternative content, leveraging localization to support regional performance, and disciplined expansion of IMAX’s sales engine to drive installations, renewals, and partner value. For Ms. Fernandes and Mr. Lister, qualitative assessments reflected their respective leadership in enabling these outcomes through the finance, legal, and human resources functions. Qualitative performance The Compensation Committee believes it is important to retain some discretion in determining annual cash bonuses to ensure the alignment of pay and performance. The objective of the qualitative performance element of the bonus is to incentivize and reward individual NEO performance and outcomes in areas that are not necessarily quantifiable but are integral to our continued success. Areas considered generally reflect key strategic achievements that are leading indicators of our future performance. In respect of the CEO, the Compensation Committee assesses and scores Mr. Gelfond’s performance. For other NEOs, the CEO evaluates their performance and recommends scores which the Compensation Committee reviews and approves. The table below shows the payout as a percentage of target for the individual performance portion of the annual bonus (20% for the CEO and 50% for the other NEOs), although the Compensation Committee and CEO also give consideration to the overall total value when approving outcomes.
Individual performance
| INDIVIDUAL PERFORMANCE PORTION OF THE ANNUAL CASH BONUS (20% for the CEO and 50% for the other NEOs) | | | | Officer | Key achievements considered in assessing individual performance | Individual Performance Element Payout (% of target) | | Richard L. Gelfond | •Overall leadership and contributions that continues to strengthen IMAX within the entertainment industry, reflected in above target achievements across the quantitative scorecard •Enhanced studio and filmmaker relationships that help drive IMAX’s success at the box office through increased IMAX-centric marketing, scheduling accommodations for tentpole films, and public endorsements from top directors which in turn has contributed to the procurement of film pipeline that provides visibility into future operational results •Reorganized the Entertainment division with tactical appointments and restructuring that enabled an enhanced analytical, data-driven approach to capture, programming and distribution, which increased our agility in driving global box office performance through strategic mix decisions •Delivered on commitments to transform camera technology driving cornerstone directors of the most anticipated movies to film in IMAX •Strengthened the leadership team and develop internal successors with greater internal and external exposure | 200% | | Natasha Fernandes | •Demonstrated disciplined financial leadership and strong execution across the Company’s financial, capital markets, and investor relations activities •Oversaw outstanding operating results, including strong profitability, margin expansion, and free cash flow generation, reflecting the scalability of the Company’s business model and effective cost management •Successfully led significant capital structure initiatives, including the expansion of the Company’s revolving credit facility and the issuance of convertible notes which were well received by the market •Strengthened the investor relations strategy, enhanced financial reporting processes, and built depth and capability within the finance organization, and increased collaboration across the senior leadership team | 147% | | Anne Globe | •Contributed significantly to the Company’s brand, marketing execution, and studio and exhibition partner relationships •Drove strong box office results and increased market share through well-executed global marketing campaigns, with improved consistency and execution across regions •Strengthened the Company’s positioning with studios through best in class, IMAX-centric campaigns and enhanced collaboration with the sales organization •Continued to build and develop a high performing, engaged marketing organization, reflected in improved employee engagement, higher in office presence, and reduced turnover •Advanced the Company’s digital and analytics capabilities, laying important groundwork for future direct to consumer engagement and data driven marketing initiatives | 120% |
Individual performance
| INDIVIDUAL PERFORMANCE PORTION OF THE ANNUAL CASH BONUS (20% for the CEO and 50% for the other NEOs) | | | | Robert D. Lister | •Delivered critical leadership across legal, governance, strategic, and Board-related matters •Successfully negotiated and renewed major studio agreements, including certain Filmed For IMAX agreements, and led complex executive and Board processes •Effectively managed significant legal and regulatory matters, while maintaining cost discipline and supporting key operational and organizational initiatives •Oversaw successful negotiation and completion of 3-year renewal of CEO’s employment agreement, promoting leadership continuity | 125% | | Mark Welton | •Drove meaningful revenue growth and operational execution across the Company’s global sales and theater operations, exceeding key revenue and signing targets •Successfully structured and renegotiated several major exhibitor agreements, managing complex commercial and technical negotiations •Successfully led a broad range of global operational initiatives to support the Company’s next-generation technology and transformation efforts, including its film camera development | 129% |
Outcomes
| Officer | Currency | Target bonus(1) | Actual bonus | Actual bonus as % of target | | Richard L. Gelfond | USD | 1,200,000 | 1,898,841 | 158.2% | | Natasha Fernandes | CAD | 354,750 | 500,000 | 140.9% | | Anne Globe | USD | 370,656 | 442,615 | 119.4% | | Robert D. Lister | USD | 465,490 | 575,904 | 123.7% | | Mark Welton | CAD | 560,000 | 708,120 | 126.5% |
Long-term incentives
Long-term incentives Equity-based long-term incentive awards account for the highest proportion of each NEO’s target compensation mix and provide direct alignment with the interests of our shareholders given exposure to movements in IMAX’s share price. Awards recognize the scope of a role’s responsibility, reward demonstrated performance, and encourage retention of talent and continuity in executive leadership. The level of value realized is designed to reflect leadership contributions to the successful execution of our strategy and our ability to deliver long-term sustainable growth.
Long-term Incentive Awards granted in 2025
Long-term Incentive Awards granted in 2025 In 2025, NEOs received target long-term incentive awards in an equally weighted mix of PSUs and RSUs. There were no material changes to the PSU or RSU designs in 2025 relative to 2024. In determining target award values, the Compensation Committee considers several factors including individual and company performance, role scope and responsibility, the NEO’s aggregate compensation opportunity, internal relativities, the availability of equity, market practices among peers and, if relevant, the terms set out in a NEO’s employment agreement. The Compensation Committee approved an increase in Ms. Fernandes’ target grant value from $600,000 to $850,000 for 2025 to reflect her growth in experience as Chief Financial Officer since being promoted, with all other target grant values unchanged in 2025 versus 2024.
Long-term Incentive Awards granted in 2025
| Officer | Target grant value (USD)(1) | | Richard L. Gelfond | 5,500,000 | | Natasha Fernandes | 850,000 | | Anne Globe | 825,000 | | Robert D. Lister | 1,450,000 | | Mark Welton | 1,450,000 |
Long-term Incentive Awards granted in 2025
(1)The number of PSUs and RSUs awarded is determined by dividing the approved target values by the grant date fair market value of our Common Shares. Performance stock units awarded in 2025 2025 PSUs can be earned between 0% - 165% of the target value, based on IMAX’s average annual Total Adjusted EBITDA growth (weighted at 60%) and TSR relative to a custom peer group (weighted at 40%). The peer group used for relative TSR purposes is consistent with our compensation peer group as this reflects relevant industry companies against which to assess our investment return performance. Both measures are assessed over a three-year performance period which will conclude on December 31, 2027.
Long-term Incentive Awards granted in 2025
| Metric(1) | | Threshold | Threshold - Target | Target | Maximum | | Average Annual Total Adjusted EBITDA Growth | Goals | 5.0% | 10.0% | 12.5% | ≥ 20% | | | Vesting (% of target) | 50% | 75% | 100% | 175% | | Relative TSR Percentile Rank(2) | Goals | 25th | - | 50th | ≥ 90th | | | Vesting (% of target) | 30% | - | 100% | 150% |
Long-term Incentive Awards granted in 2025
(1)Payouts by metric are calculated independently and interpolated on a straight-line basis between threshold, threshold-target (as applicable), target and maximum. For performance below threshold, no PSUs will vest. (2)The 2025 relative TSR peer group comprises Ambarella, Inc., Cinemark Holdings, Inc., Cineplex, Inc., Corsair Gaming, Inc., Dolby Laboratories, Inc., fuboTV Inc., Harmonic, Inc., Knowles Corporation, The Marcus Corporation, WildBrain Ltd., and Xperi Inc. Following the split of Lions Gate Entertainment Corp., the studio business was retained in the peer group given its continuing relevance. Restricted share units awarded in 2025 RSUs are generally earned based on continued service and vest in three tranches on the first (33%), second (33%), and third (34%) anniversaries of the date of grant.
Assessment of 2023 performance stock unit vesting
Assessment of 2023 performance stock unit vesting At the conclusion of 2025, the three-year performance period ended for PSUs granted in 2023. Awards were subject to goals based on Attributable Adjusted EBITDA growth (60%) and TSR relative to our peer group (40%). The Company achieved a maximum payout of 175% and 150% for Attributable Adjusted EBITDA and TSR portions, respectively, underscoring strong multi-year performance. Total achievement for the 2023 PSUs was at 165% of target.
Assessment of 2023 performance stock unit vesting
| Metric(1) | | Threshold | Threshold - Target | Target | Target - Maximum | Maximum | Actual | | Average Annual Attributable Adjusted EBITDA Growth | Goals | 5.0% | 10.0% | 12.5% | 17.5% | ≥ 20% | 27% | | | Vesting (% of target) | 50% | 75% | 100% | 150% | 175% | 175% | | Relative TSR Percentile Rank | Goals | 25th | - | 50th | - | ≥ 90th | 98th | | | Vesting (% of target) | 30% | - | 100% | -% | 150% | 152% |
Assessment of 2023 performance stock unit vesting
(1)Payouts by metric were calculated independently and interpolated on a straight-line basis between threshold, threshold-target (as applicable), target, target – maximum (as appropriate) and maximum. For performance below threshold, no PSUs would have vested. Beginning with the Adjusted EBITDA-based PSUs granted in 2024, performance is measured based on the Company’s Total Adjusted EBITDA growth rather than Attributable Adjusted EBITDA growth. Total Adjusted EBITDA includes the non-controlling interests of the Company’s subsidiaries. This change was implemented to better align PSU performance conditions with how management evaluates the Company’s business and overall performance.
Employment and change-in-control agreements
Employment and change-in-control agreements The Company has written employment agreements or offer letters with each NEO, which are described in detail in the “Potential Payments upon Termination or Change-in-Control” on page 52. These agreements are critical to attract and retain experienced talent within our industry, and to motivate and properly incentivize our NEOs, while still allowing the Compensation Committee requisite discretion to determine overall compensation. The agreements specify details on the terms applicable to salary, bonus, equity awards, and the restrictive covenants the NEO is subject to (which include non-competition and non-solicitation provisions). Generally, the agreements are established at the time of hire and are amended from time to time to extend or modify the terms of employment, including to reflect compensation decisions resulting from a promotion or other change in job responsibility. Each NEO’s employment arrangement requires that we make certain payments to the relevant NEO in the event of a termination of employment for various reasons, including in connection with a change-in-control. The provisions are designed to promote stability and continuity of senior management in the event of a transaction involving a change in control. No NEO has a “single-trigger” change-in-control benefit (other than Mr. Gelfond—see below); meaning all such change-in-control provisions for NEOs other than the CEO require a qualifying termination of employment following a change-in-control event in order to receive benefits.
Mr. Gelfond’s Agreement
| Key Feature | Summary | | Target Cash Compensation | •Cash compensation has not been increased •Mr. Gelfond’s salary will remain $1.2 million and his target bonus opportunity will remain at 100% of base salary (capped at 200%) | | Target annual equity grant | •Mr. Gelfond’s target annual equity grant value has increased from $5.5 million to $7.0 million •Equity will continue be granted in an equal mix of RSUs and PSUs subject to Total Adjusted EBITDA and relative TSR based vesting conditions •The Board and the Compensation Committee determined that this grant value increase was warranted given Mr. Gelfond’s performance in role, his influential industry relationships and the value they bring to the Company, the time since his last adjustment, movements in market data and the competitive talent landscape •The increase was purposefully delivered only in Mr. Gelfond’s long-term incentive to ensure the eventual value is tied to company performance through exposure to stock price, and in the case of PSUs, additional vesting conditions •The resulting impact is an increase to Mr. Gelfond's target compensation of 19.0% (3.5% on an annualized basis since his last adjustment in 2020) •In addition, the maximum payout opportunity for Mr. Gelfond’s PSUs is increasing from 165% of target to 200% of target to better align with market; this change is being made for all PSU participants | | Service Factor(1) Consideration | •Mr. Gelfond’s agreement has been updated so that he is covered by the Service Factor provision applicable to all other Long-Term Incentive Plan participants •This change means that subject to meeting the Service Factor provisions, upon termination without cause, resignation, retirement or non-renewal, Mr. Gelfond’s outstanding equity awards will vest in accordance with their original schedules, and in the case of PSUs, subject to the original performance goals, without any time pro-rating for service •The Board and the Compensation Committee determined that this change was appropriate to ensure competitiveness with market and consistent with the treatment of other employees, and that it reflected good governance given there would be no award acceleration on separation, thus supporting alignment during and following leadership transitions |
Mr. Gelfond’s Agreement
(1)The Service Factor definition is as follows: (i) attaining the age of at least 55 and (ii) continuous service with the Company or any of its subsidiaries and affiliates for at least 10 years, or such other criteria that are deemed by the Compensation Committee to be an achievement of the Service Factor; provided, however, that, in the case of a resignation, the participant must provide the Company with a written notice of intent to resign at least six (6) months prior to the final day of employment with the Company. In negotiating Mr. Gelfond’s amendment, the Board was cognizant of certain legacy change in control provisions in Mr. Gelfond’s agreement. These provisions were originally negotiated in connection with Mr. Gelfond’s role as an equity-holder pursuant to a shareholders agreement entered as part of the acquisition of IMAX in 1994 by Mr. Gelfond and the Company’s former co-CEO and Chairman, Bradley J. Wechsler, as well as an incentive bonus granted in 2006. These legacy provisions provide Mr. Gelfond with the opportunity to earn payments on a change-in-control, based on the value of the Company as shown in the “Potential Payments upon Termination or Change-in-Control” section starting on page 52. The Board and Compensation Committee reaffirmed its position that renegotiating legacy agreements with Mr. Gelfond (and/or Mr. Wechsler who retains his rights to similar payments even though his employment with the Company ended in 2009) that are 20-30 years old would be both impractical for the Company and damaging to shareholders. The Compensation Committee continues to believe that these legacy provisions align with shareholders’ interests, while not creating undue risk. The Compensation Committee also noted that the views most commonly expressed by active participants in the shareholder outreach were (a) acknowledgement that renegotiating these legacy terms would likely be highly costly to shareholders, and (b) satisfaction that these existing provisions align closely to shareholder value creation.
2025 SUMMARY COMPENSATION TABLE
2025 SUMMARY COMPENSATION TABLE The table below sets forth the compensation earned by the NEOs during the last three completed fiscal years.
2025 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Richard L. Gelfond | 2025 | 1,200,000 | — | 5,499,951(2) | 1,898,841 | —(3) | 57,137(4) | 8,655,929 | | Chief Executive Officer | 2024 | 1,200,000 | — | 5,499,983 | 1,196,391 | — | 85,437 | 7,981,811 | | and Director | 2023 | 1,200,000 | — | 5,499,992 | 1,954,521 | — | 74,122 | 8,728,635 | | Natasha Fernandes(5) | 2025 | 431,376 | — | 850,000(6) | 364,800 | — | 50,605(7) | 1,696,781 | | Chief Financial Officer and | 2024 | 373,562 | — | 799,972 | 243,250 | — | 41,034 | 1,457,818 | | Executive Vice President | 2023 | 370,513 | — | 774,964 | 300,000 | — | 44,041 | 1,489,518 | | Anne Globe | 2025 | 741,312 | — | 824,993(8) | 442,615 | — | 55,771(9) | 2,064,691 | | Chief Marketing Officer | 2024 | 672,135 | — | 824,977 | 327,027 | — | 54,908 | 1,879,047 | | | 2023 | — | — | — | — | — | — | — | | Robert D. Lister | 2025 | 775,816 | — | 1,449,989(10) | 575,904 | — | 106,137(11) | 2,907,846 | | Chief Legal Officer and | 2024 | 775,816 | — | 1,449,972 | 452,968 | — | 95,712 | 2,774,468 | | Senior Executive Vice President | 2023 | 772,013 | — | 1,449,951 | 644,322 | — | 136,911 | 3,003,197 | | Mark Welton(12) | 2025 | 583,680 | — | 1,449,989(13) | 516,644 | — | 66,051(14) | 2,616,364 | | President, IMAX Global Theatres | 2024 | 556,000 | — | 1,449,972 | 378,731 | — | 66,628 | 2,451,331 | | | 2023 | 599,817 | — | 1,449,951 | 600,000 | — | 71,389 | 2,721,157 |
2025 SUMMARY COMPENSATION TABLE
(1)As required by SEC rules, the “Stock Awards” columns in this Summary Compensation Table reflect the aggregate grant date fair values of PSUs and RSUs, respectively, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (with no reductions for forfeitures). See “Capital Stock — Share-Based Compensation” in Note 16 of Notes to Consolidated Financial Statements in Item 8 of the 2025 Form 10-K, for the assumptions used to calculate the fair value of the PSUs and RSUs. Whether, and to what extent, an NEO realizes value with respect to PSU, or RSU awards will depend on, as applicable, our actual operating performance, share price fluctuations relative to a peer group and the NEO’s continued employment through the applicable vesting date. (2)This amount represents the grant date fair value of 109,518 RSUs and 104,869 PSUs granted on January 2, 2025 pursuant to Mr. Gelfond’s employment agreement. The grant date fair value of the PSU awards granted to Mr. Gelfond in 2025, assuming the highest level of performance conditions associated with these PSUs occurs (capped at 175% and 150% of target of the initial Total Adjusted EBITDA award and the initial TSR awards, respectively) is $4,537,400. (3)The carrying value of Mr. Gelfond’s benefits under the SERP decreased due to changes in actuarial assumptions that are unrelated to the value Mr. Gelfond will derive under the SERP. Pursuant to the terms of an amendment to his employment agreement, effective January 1, 2020, Mr. Gelfond is entitled to a fixed value of $20.3 million under the SERP. See “Employers Pension and Postretirement Benefits — Defined Benefit Plan” in Note 22 of Notes to Consolidated Financial Statements in Item 8 of the 2025 Form 10-K, for more information related to the SERP. (4)This amount reflects: (i) $8,750 for contributions to his 401(k) retirement plan; (ii) $12,156 for the supplemental health reimbursement premiums; (iii) $27,596 for allowance for personal automobile use; (iv) $2,500 reimbursement under the Executive Wellness Plan; and (v) $6,135 for reimbursements for personal expenses incurred on business travel and/or events. (5)Ms. Fernandes’ salary, bonus, non-equity incentive plan compensation, and all other compensation are paid in Canadian dollars. Exchange rates of US$1.00 = CAD$1.3706 in 2025, US$1.00 = CAD$1.4389 in 2024, and US$1.00 = CAD$1.3226 in 2023 have been applied to convert such amounts from Canadian dollars to U.S. dollars. The exchange rates were as of the last trading date in the relevant year. (6)This amount represents the grant date fair value of 17,000 RSUs and 16,006 PSUs granted on March 7, 2025 pursuant to Ms. Fernandes’ employment agreement. The grant date fair value of the PSU awards granted to Ms. Fernandes in 2025, assuming the highest level of performance conditions associated with these PSUs occurs (capped at 175% and 150% of target of the initial Total Adjusted EBITDA award and the initial TSR awards, respectively) is $701,250. (7)This amount reflects: (i) $21,569 for contributions to her retirement plan; (ii) $22,367 for fixed annual executive allowance; (iii) $3,321 reimbursement for the Executive Wellness Plan; (iv) $785 for tax preparation related to business travel; and (v) $2,563 for reimbursement for personal expenses. (8)This amount represents the grant date fair value of 16,500 RSUs and 15,535 PSUs granted on March 7, 2025 pursuant to Ms. Globe’s employment agreement. The grant date fair value of the PSU awards granted to Ms. Globe in 2025, assuming the highest level of performance conditions associated with these PSUs occurs (capped at 175% and 150% of target of the initial Total Adjusted EBITDA award and the initial TSR Award, respectively) is $680,600. (9)This amount reflects: (i) $12,156 for the supplemental health reimbursement premiums; (ii) $28,813 for a fixed annual executive allowance; (iii) $8,750 for contributions to her 401(k) retirement plan; (iv) $4,792 in reimbursement for the Executive Wellness Plan; and (v) $1,260 for reimbursement for personal expenses. (10)This amount represents the grant date fair value of 29,000 RSUs and 27,304 PSUs granted on March 7, 2025 pursuant to Mr. Lister’s employment agreement. The grant date fair value of the PSU awards granted to Mr. Lister in 2025, assuming the highest level of performance conditions associated with these PSUs occurs (capped at 175% and 150% of target of the initial Total Adjusted EBITDA award and the initial TSR awards, respectively) is $1,196,234. (11)This amount reflects: (i) $19,680 for the supplemental health reimbursement premiums; (ii) $36,382 for allowance for personal automobile use; (iii) $8,750 for contributions to his 401(k) retirement plan; (iv) $34,075 for a taxable benefit in relation to the achievement of the Service Factor; (v) $4,750 for tax preparation; and (vi) $2,500 reimbursement for the Executive Wellness Plan. (12)Mr. Welton’s salary, bonus, non-equity incentive plan compensation and all other compensation are paid in Canadian dollars. Exchange rates of US$1.00 = CAD$1.3706 in 2025, US$1.00 = CAD$1.4389 in 2024, and US$1.00 = CAD$1.3226 in 2023 have been applied to convert such amounts from Canadian dollars to U.S. dollars. The exchange rates were as of the last trading date in the relevant year. (13)This amount reflects the grant date fair value of 29,000 RSUs and 27,304 PSUs granted on March 7, 2025 pursuant to Mr. Welton’s employment agreement. The grant date fair value of the PSU awards granted to Mr. Welton in 2025, assuming the highest level of performance conditions associated with these PSUs occurs (capped at 175% and 150% of target of the initial Total Adjusted EBITDA award and the initial TSR awards, respectively) is $1,196,234. (14)This amount reflects: (i) $31,487 for contributions to his retirement plan including the non-registered Plan; (ii) $16,808 for a fixed executive allowance; (iii) $6,274 for life insurance payments; (iv) $2,189 reimbursement for the Executive Wellness Plan; and (v) $9,293 for reimbursement for personal expenses. The material terms of the NEOs’ employment agreements are described below in “Potential Payments upon Termination or Change-in-Control” and such summaries are qualified in their entirety by the full text of such agreement.
2025 GRANTS OF PLAN-BASED AWARDS
2025 GRANTS OF PLAN-BASED AWARDS The following table sets forth information relating to grants of plan-based awards made to NEOs during the fiscal year ended December 31, 2025 under any plan, including awards that subsequently have been transferred.
2025 GRANTS OF PLAN-BASED AWARDS
| | | Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts under Equity Incentive Plan Awards (2) | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#)(3) | Target (#)(4) | Maximum (#)(5) | All Other Stock Awards: Number of Shares or Stock or Units (6) (#) | Grant Date Fair Value of Stock and Option Awards (7) ($) | | Richard L. Gelfond | | - | 1,200,000 | 2,400,000(8) | - | - | - | - | - | | | Jan 2, 2025 | - | - | - | 44,602 | 104,869 | 173,730 | - | 2,749,954 | | | Jan 2, 2025 | - | - | - | - | - | - | 109,518(9) | 2,749,997 | | Natasha Fernandes(10) | | - | 258,826 | - | - | - | - | - | - | | | Mar 7, 2025 | - | - | | 6,841 | 16,006 | 26,559 | - | 425,000 | | | Mar 7, 2025 | - | - | - | - | - | - | 17,000(11) | 425,000 | | Anne Globe | | - | 370,656 | - | - | - | - | - | - | | | Mar 7, 2025 | - | - | - | 6,640 | 15,535 | 25,777 | - | 412,493 | | | Mar 7, 2025 | - | - | - | - | - | - | 16,500(12) | 412,500 | | Robert D. Lister | | - | 465,490 | - | - | - | - | - | - | | | Mar 7, 2025 | - | - | - | 11,671 | 27,304 | 45,306 | - | 724,989 | | | Mar 7, 2025 | - | - | - | - | - | - | 29,000(13) | 725,000 | | Mark Welton(14) | | - | 408,576 | - | - | - | - | - | - | | | Mar 7, 2025 | - | - | - | 9,812 | 27,304 | 45,306 | - | 724,989 | | | Mar 7, 2025 | - | - | - | - | - | - | 29,000(15) | 725,000 |
2025 GRANTS OF PLAN-BASED AWARDS
(1)Represents annual cash bonus awards. The Target column reflects the awards granted had we achieved all of our 2025 performance measures at target, and are based on eligible earnings and the applicable target bonus for the year. See “Compensation Discussion and Analysis — 2025 NEO Compensation — Annual cash bonus” on page 35. Actual payouts are reported in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.” (2)Each PSU represents a contingent right to receive one Common Share. The number of PSUs that ultimately vest can range from 0% to a maximum vesting opportunity of 175% of the initial Total Adjusted EBITDA award and 150% of the initial TSR award, depending upon actual performance versus the established Total Adjusted EBITDA and TSR targets. All PSUs were awarded under the IMAX Corporation Second Amended and Restated Long-Term Incentive Plan (the “IMAX LTIP” or “LTIP”). (3)This amount represents the minimum vesting opportunity available for the PSUs granted in 2025, which will be evaluated at the conclusion of the three-year performance period depending upon actual performance versus the established Total Adjusted EBITDA and TSR targets. (4)This amount represents the PSUs granted in 2025, which were awarded under the IMAX LTIP. (5)This amount represents the maximum vesting opportunity available for the PSUs granted in 2025, which will be evaluated at the conclusion of the three-year performance period depending upon actual performance versus the established Total Adjusted EBITDA and TSR targets. (6)Each RSU represents a contingent right to receive one Common Share. All RSUs were awarded under the IMAX LTIP. (7)This amount represents the aggregate grant date fair values computed in accordance with FASB ASC Topic 718 (with no reductions for expected forfeitures). See “Capital Stock — Share-Based Compensation” in Note 16 of Notes to Consolidated Financial Statements in Item 8 of the 2025 Form 10-K, for the assumptions used to calculate the fair value of the RSUs and PSUs. Whether, and to what extent, an NEO realizes value with respect to RSU or PSU awards will depend, as applicable, on our actual operating performance, stock price fluctuations, and the NEO’s continued employment. (8)Mr. Gelfond has a maximum annual bonus opportunity pursuant to his employment agreement of 200% of his base salary. (9)These RSUs represent 109,518 RSUs granted on January 2, 2025 pursuant to Mr. Gelfond’s employment agreement. These RSUs will vest and convert to Common Shares in three installments: 36,506 on each of January 2, 2026, January 2, 2027 and January 2, 2028. (10)Ms. Fernandes’ estimated future payouts under non-equity incentive plan awards are paid in Canadian dollars. An exchange rate of US$1.00= CAD$1.3706 in 2025 has been applied to convert such amounts from Canadian dollars to U.S. dollars. (11)These RSUs represent 17,000 RSUs granted on March 7, 2025 pursuant to Ms. Fernandes’ employment agreement. The RSUs will vest and convert to Common Shares in three installments: 5,666 on each of March 7, 2026 and March 7, 2027 and 5,668 on March 7, 2028. (12)These RSUs represent 16,500 RSUs granted on March 7, 2025 pursuant to Ms. Globe’s employment agreement. The RSUs will vest and convert to Common Shares in three installments: 5,500 on each of March 7, 2026, March 7, 2027 and March 7, 2028. (13)These RSUs represent 29,000 RSUs granted on March 7, 2025 pursuant to Mr. Lister’s employment agreement. These RSUs vest and will convert to Common Shares in three installments: 9,666 on each of March 7, 2026, March 7, 2027 and 9,668 on March 7, 2028. (14)Mr. Welton’s estimated future payouts under non-equity incentive plan awards are paid in Canadian dollars. An exchange rate of US$1.00= CAD$1.3706 in 2025 has been applied to convert such amounts from Canadian dollars to U.S. dollars. (15)These RSUs represent 29,000 RSUs granted on March 7, 2025 pursuant to Mr. Welton’s employment agreement. These RSUs will vest and convert to Common Shares in three installments: 9,666 on each of March 7, 2026, March 7, 2027 and 9,668 on March 7, 2028. Additional terms and conditions of the PSUs and RSUs granted detailed above are described below in “Potential Payments upon Termination or Change-in-Control” and such summaries are qualified in their entirety by the full text of such agreement.
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END The following table sets forth information relating to unexercised equity awards for each NEO outstanding as of December 31, 2025.
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
| | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Richard L. Gelfond | 486,284 | — | 31.40 | June 7, 2026 | — | — | — | — | | | 356,757 | — | 31.90 | January 3, 2027 | — | — | — | — | | | 452,675 | — | 23.20 | January 2, 2028 | — | — | — | — | | | 522,979 | — | 18.75 | January 2, 2029 | — | — | — | — | | | — | — | — | — | 62,529(1) | 2,311,072(4) | — | — | | | — | — | — | — | 122,386(2) | 4,523,387(4) | — | — | | | — | — | — | — | 109,518(3) | 4,047,785(4) | — | — | | | — | — | — | — | — | — | 91,768(5) | 3,391,745(4) | | | — | — | — | — | — | — | 196,964(6) | 7,279,789(4) | | | — | — | — | — | — | — | 63,731(7) | 2,355,498(4) | | | — | — | — | — | — | — | 110,146(8) | 4,070,996(4) | | | — | — | — | — | — | — | 39,159(9) | 1,447,317(4) | | | — | — | — | — | — | — | 65,710(10) | 2,428,642(4) | | Natasha Fernandes | — | — | — | — | 6,927(11) | 256,022(4) | — | — | | | — | — | — | — | 15,807(12) | 584,227(4) | — | — | | | — | — | — | — | 17,000(13) | 628,320(4) | — | — | | | — | — | — | — | — | — | 10,072(5) | 372,261(4) | | | — | — | — | — | — | — | 21,815(6) | 806,282(4) | | | — | — | — | — | — | — | 7,703(7) | 284,703(4) | | | — | — | — | — | — | — | 14,226(8) | 525,793(4) | | | — | — | — | — | — | — | 5,806(9) | 214,590(4) | | | — | — | — | — | — | — | 10,200(10) | 376,992(4) | | Anne Globe | — | — | — | — | 24,452(14) | 903,746(4) | — | — | | | — | — | — | — | 16,500(15) | 609,840(4) | — | — | | | — | — | — | — | — | — | 12,225(8) | 451,836(4) | | | — | — | — | — | — | — | 5,635(9) | 208,270(4) | | | — | — | — | — | — | — | 9,900(10) | 365,904(4) | | Robert D. Lister | — | — | — | — | 12,959(16) | 478,965(4) | — | — | | | — | — | — | — | 28,650(17) | 1,058,904(4) | — | — | | | — | — | — | — | 29,000(18) | 1,071,840(4) | — | — | | | — | — | — | — | — | — | 18,846(5) | 696,548(4) | | | — | — | — | — | — | — | 40,817(6) | 1,508,596(4) | | | — | — | — | — | — | — | 13,962(7) | 516,036(4) | | | — | — | — | — | — | — | 25,785(8) | 953,014(4) | | | — | — | — | — | — | — | 9,904(9) | 366,052(4) | | | — | — | — | — | — | — | 17,400(10) | 643,104(4) | | Mark Welton | — | — | — | — | 12,959(16) | 478,965(4) | — | — | | | — | — | — | — | 28,650(17) | 1,058,904(4) | — | — | | | — | — | — | — | 29,000(18) | 1,071,840(4) | — | — | | | — | — | — | — | — | — | 18,846(5) | 696,548(4) | | | — | — | — | — | — | — | 40,817(6) | 1,508,596(4) | | | — | — | — | — | — | — | 13,962(7) | 516,036(4) | | | — | — | — | — | — | — | 25,785(8) | 953,014(4) | | | — | — | — | — | — | — | 9,904(9) | 366,052(4) | | | — | — | — | — | — | — | 17,400(10) | 643,104(4) |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
(1)62,529 of the RSUs will vest and convert to Common Shares on January 2, 2026. (2)61,193 of the RSUs will vest and convert to Common Shares on January 2, 2026 and January 2, 2027. (3)36,506 of the RSUs will vest and convert to Common Shares on each of January 2, 2026, January 2, 2027 and January 2, 2028. (4)Market value is based on the closing price of the Common Shares on the NYSE on December 31, 2025 ($36.96). These amounts assume achievement of performance at target. (5)This amount represents PSUs vested and converted to Common Shares on March 7, 2026 based on achievement of the maximum performance target at the conclusion of the three-year performance period on December 31, 2025. The Company achieved a maximum payout of 150% of the initial award. (6)This amount represents PSUs vested and converted to Common Shares on March 7, 2026 based on achievement of the maximum performance target at the conclusion of the three-year performance period on December 31, 2025. The Company achieved a maximum payout of 175% of the initial award. (7)This amount represents initial award of PSUs. These PSUs will vest and convert to Common Shares in the first quarter of 2027. At the conclusion of the three-year performance period on December 31, 2026, the number of PSUs that ultimately vest can range from 0% to a maximum vesting opportunity of 150% of the initial award, depending upon actual performance vs. the established TSR target. (8)This amount represents initial award of PSUs. These PSUs will vest and convert to Common Shares in the first quarter of 2027. At the conclusion of the three-year performance period on December 31, 2026, the number of PSUs that ultimately vest can range from 0% to a maximum vesting opportunity of 175% of the initial award, depending upon actual performance vs. the established Total Adjusted EBITDA target. (9)This amount represents initial award of PSUs. These PSUs will vest and convert to Common Shares in the first quarter of 2028. At the conclusion of the three-year performance period on December 31, 2027, the number of PSUs that ultimately vest can range from 0% to a maximum vesting opportunity of 150% of the initial award, depending upon actual performance vs. the established TSR target. (10)This amount represents initial award of PSUs. These PSUs will vest and convert to Common Shares in the first quarter of 2029. At the conclusion of the three-year performance period on December 31, 2027, the number of PSUs that ultimately vest can range from 0% to a maximum vesting opportunity of 175% of the initial award, depending upon actual performance vs. the established Total Adjusted EBITDA target. (11)6,927 of the RSUs will vest and convert into common shares on March 7, 2026. (12)7,903 of the RSUs will vest and convert into common shares on March 7, 2026 and 7,904 on March 7, 2027. (13)5,666 of the RSUs will vest and convert into common shares on each of March 7, 2026 and March 7, 2027 and 5,668 on March 7, 2028. (14)12,225 of the RSUs will vest and convert into common shares on March 7, 2026 and 12,227 on March 7, 2027. (15)5,500 of the RSUs will vest and convert to common shares on each of March 7, 2026, March 7, 2027 and March 7, 2028. (16)12,959 of the RSUs will vest and convert into common shares on March 7, 2026. (17)14,325 of the RSUs will vest and convert into common shares on each of March 7, 2026 and March 7, 2027. (18)9,666 of the RSUs will vest and convert into common shares on March 7, 2026 and March 7, 2027 and 9,668 on March 7, 2028. All stock options and RSUs in the “Outstanding Equity Awards at 2025 Fiscal Year-End” table were granted under the Stock Option Plan or the IMAX LTIP as described above in “Compensation Discussion and Analysis.”
OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2025
OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2025 The following table sets forth all stock awards that vested and the value realized upon vesting during the fiscal year ended December 31, 2025 for each of the NEOs on an aggregated basis.
OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2025
| Name | Number of Shares Acquired on Exercise of Options (#) | Value Realized on Option Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Richard L. Gelfond | — | — | 401,279(2) | 10,110,042 | | Natasha Fernandes | 2,652 | 36,221(3) | 35,238(4) | 890,112 | | Anne Globe | — | — | 12,225(5) | 308,804 | | Robert D. Lister | 50,143 | 610,501(6) | 90,405(7) | 2,283,630 | | Mark Welton | 49,504 | 630,582(8) | 90,405(9) | 2,283,630 |
OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2025
(1)Represents the aggregate dollar amount realized upon the vesting of stock award based on the closing price of Common Shares on the NYSE on the respective vesting date. (2)Represents (i) 175,103 RSUs vested and converted into 175,103 Common Shares on January 2, 2025 and (ii) 226,176 PSUs vested and converted into 226,176 Common Shares on March 7, 2025. (3)These options were exercised on November 24, 2025. The options were issued in 2019 and set to expire on March 7, 2026. The transaction was driven solely by the upcoming expiration of the options and the Company’s fourth quarter trading blackout period that commenced on December 18, 2025. (4)Represents (i) 22,250 RSUs vested and converted into 22,250 Common Shares and (ii) 12,988 PSUs vested and converted into 12,988 Common Shares on March 7, 2025. (5)Represents (i) 12,225 RSUs vested and converted into 12,225 Common Shares on March 7, 2025. (6)These options were exercised on November 7, 2025 pursuant to a 10b5-1 Plan dated June 11, 2025. The options were issued in 2019 and set to expire on March 7, 2026. (7)Represents (i) 39,241 RSUs vested and converted into 39,241 Common Shares and (ii) 51,164 PSUs vested and converted into 51,164 Common Shares on March 7, 2025. (8)These options were exercised on November 10, 2025. The options were issued in 2019 and set to expire on March 7, 2026. The transaction was driven solely by the upcoming expiration of the options and the Company’s fourth quarter trading blackout period that commenced on December 18, 2025. (9)Represents (i) 39,241 RSUs vested and converted into 39,241 Common Shares and (ii) 51,164 PSUs vested and converted into 51,164 Common Shares on March 7, 2025.
2025 PENSION BENEFITS
2025 PENSION BENEFITS The following table sets forth information relating to each defined benefit pension plan that provides for payments or other benefits at, following, or in connection with retirement, as of December 31, 2025.
2025 PENSION BENEFITS
| | | Number of Years | Present Value of | Payments During | | Name and Principal Position of Named Executive Officer | Plan Name | of Credited Service (#) | Accumulated Benefits(1) ($) | Last Fiscal Year ($) | | Richard L. Gelfond | Supplemental Executive Retirement Plan | 24.5 | 17,515,000(2) | — | | | Post-Retirement Medical Benefits | — | 251,000 | — |
2025 PENSION BENEFITS
(1)See “Employers Pension and Postretirement Benefits — Defined Benefit Plan and Postretirement Benefits - Executives” in Note 22 of Notes to Consolidated Financial Statements in Item 8 of the 2025 Form 10-K, for certain assumptions used to calculate the present value of accumulated benefits. (2)This amount represents the result of actuarial assumptions regarding the carrying value of Mr. Gelfond’s benefits under the SERP that are unrelated to the value Mr. Gelfond will derive under the SERP. Pursuant to the terms of an amendment to Mr. Gelfond’s employment agreement, effective January 1, 2020, Mr. Gelfond is entitled to a fixed value of $20.3 million under the SERP. See “Employers Pension and Postretirement Benefits— Defined Benefit Plan” in Note 22 of the Notes to Consolidated Financial Statements in Item 8 of the 2025 Form 10-K, for more information related to the SERP. We have an unfunded U.S. defined benefit pension plan, the SERP, covering Mr. Gelfond, which was established in 2000. The SERP provides for a lifetime retirement benefit from age 55. Under the terms of the SERP, if Mr. Gelfond’s employment is terminated other than for Cause (as defined in his employment agreement), he is entitled to receive SERP benefits in the form of a lump sum payment. SERP benefit payments to Mr. Gelfond are subject to a deferral for six months after the termination of his employment, at which time Mr. Gelfond will be entitled to receive interest on the deferred amount credited at the applicable federal rate for short-term obligations. The vesting percentage increased on a straight-line basis from inception until age 55. Mr. Gelfond’s SERP benefits became 100% vested on July 10, 2010. Under the terms of his employment agreement, the total amount of benefit payable to Mr. Gelfond under the SERP has been fixed at $20.3 million. For more information regarding changes in the SERP value, see the “2025 Summary Compensation Table” on page 43. We are required to assume a retirement date of December 31, 2025 for Mr. Gelfond for purposes of the "2025 Pension Benefits" table, even though Mr. Gelfond’s employment agreement runs through December 31, 2028. The value of Mr. Gelfond’s pension benefits under the SERP decreased compared to December 31, 2024 value. See “Employers Pension and Postretirement Benefits — Defined Benefit Plan” in Note 22 of Notes to Consolidated Financial Statements in Item 8 of the 2025 Form 10-K for more information related to this calculation. We also maintain an unfunded post-retirement medical benefits plan covering Mr. Gelfond. This plan provides that we will maintain retiree health benefits for Mr. Gelfond until he becomes eligible for Medicare and, thereafter, we will provide Medicare supplemental coverage as selected by Mr. Gelfond. If the foregoing coverage is not permitted, Mr. Gelfond will be entitled to an annual cash payment equal to the value of such coverage. Mr. Gelfond is fully vested in this plan. Further descriptions of the SERP, the unfunded post-retirement medical benefits plan and our defined contribution plans are summarized above in “Compensation Discussion and Analysis – Retirement and Pension Plans” on page 39.
PAY RATIO DISCLOSURE
PAY RATIO DISCLOSURE The Dodd-Frank Act requires us to disclose the ratio of the CEO’s annual total compensation to that of the Company’s global median employee (excluding the CEO). As permitted by the SEC rules, we used the same median employee selected for fiscal year 2024 because there have been no changes to our employee population or our median employee compensation arrangements that we believe would significantly impact the compensation of our median employee or our pay ratio disclosure in fiscal year 2025. To determine the median employee, we prepared a list of our global employee population as of our December 31, 2024 determination date, including all employees, whether employed on a full-time, part-time, or seasonal basis. Based on this methodology, the total number of global employees was 793 as of December 31, 2024. We established a consistently applied compensation measure of target total cash compensation (base salary plus the target annual incentive value), with amounts paid in foreign currencies converted to US dollars based on the U.S. Treasury rates as of December 31, 2024. We annualized compensation for employees newly hired in 2024. We applied a valid statistical sampling technique to identify the population of employees with compensation within five percent of the median and selected an employee that was from within that range as our median employee. We then determined that employee’s annual total compensation was $95,312 for 2025. The CEO’s annual total compensation was $8,655,919 for 2025, resulting in an estimated ratio of 91:1 for CEO pay to median employee pay. The ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of SEC Regulation S-K. Given the rule’s flexibility, the method the Company used to determine the median employee may be different from its peers, so the ratios may not be comparable.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL While we have no formal severance plans, we have entered into written employment agreements or offer letters with certain of our executive officers, including each of the NEOs, which require us to make payments to the NEOs in the event of the termination of their employment in various circumstances, including in the event of a change-in-control, as further described below. These employment agreement provisions are intended to attract, retain, and motivate our senior executives, provide stability and continuity among our senior executives, and ensure that our executive officers are able to devote their full time and attention to our operations in the event of an actual or potential change-in-control. Equity Provisions. In addition to the contractual rights of the NEOs described below, all of the NEOs hold equity awards granted under our equity compensation plans, including the IMAX LTIP, which describe the impact of certain separation events on equity awards granted. These generally applicable termination-related provisions are as follows: •Termination generally: The Compensation Committee will determine the disposition of an award, including the acceleration of vesting, exercisability or settlement of, elimination of restrictions or conditions applicable to, or extension of exercise period, in the event of a participant’s termination of employment. •Termination in connection with a change-in-control: A change-in-control of the Company in and of itself will have no effect; however, all outstanding unvested equity awards will immediately vest and become fully exercisable in the event that the participant’s employment is terminated by the Company without cause or by the participant for good reason within 24 months of the change-in-control. In addition, all outstanding unvested equity awards granted under the IMAX LTIP will immediately vest and become fully exercisable in the event that, following a change-in-control, the successor entity does not assume or provide a substitute for such equity awards on substantially the same terms and conditions. For purposes of the IMAX LTIP, the following are considered to be a change-in-control: (i) any person becoming the beneficial owner of 35% or more of the Company’s securities; (ii) a change in the majority of the Board of Directors; (iii) completing certain reorganization, merger, or consolidation transactions or a sale of all or substantially all of the Company’s assets; or (iv) the complete liquidation or dissolution of the Company. •Service Factor: If after achieving the “Service Factor” an IMAX LTIP participant resigns or is terminated without cause, his or her outstanding equity awards will continue to vest in accordance with the applicable vesting schedule of the equity award and retain the other terms of the award. The “Service Factor” is defined as (i) attaining the age of at least 55 and (ii) continuous service with the Company or any of its subsidiaries and affiliates for at least 10 years, or such other criteria that are deemed by the Compensation Committee to be an achievement of the Service Factor; provided, however, that, in the case of a resignation, the participant must provide the Company with a written notice of intent to resign at least six (6) months prior to the final day of employment with the Company. In certain cases, an NEO’s equity awards are controlled by the terms of his or her employment agreement; in the event of a conflict between such employment agreement and the terms of our equity compensation plans, the terms of the employment agreement will prevail.
Payments upon Termination Generally
Payments upon Termination Generally Regardless of the termination scenario, each NEO will receive earned but unpaid base salary through the employment termination date, along with any other accrued or vested payments or benefits owed under any of our plans or agreements covering them as governed by the terms of those plans or agreements, including perquisites and business expenses (such payments, “Accrued Obligations”). Additionally, Mr. Gelfond would also be entitled to his benefits under the SERP (except in the event he is terminated for cause) and his retiree health benefits. Mr. Lister, Ms. Fernandes, and Mr. Welton would also be entitled to a prorated target bonus for the year of termination. Mr. Welton and Ms. Fernandes may also be entitled to certain compensation under applicable Canadian law.
Payments upon Termination due to Death or Disability
Payments upon Termination due to Death or Disability In the event Mr. Gelfond’s employment is terminated due to death or disability, 100% of his outstanding unvested equity awards will vest immediately, and all vested options will remain exercisable until the shorter of (x) their original term and (y) 2 years from termination. In addition, Mr. Gelfond will be entitled to receive his target bonus, which is equal to 100% of his base salary. If Messrs. Lister and Welton and Mses. Fernandes and Globe are terminated due to death or disability, each would be entitled to accelerated vesting for a portion of their outstanding RSUs that, when combined with those already vested, would total an aggregate of 50% of all of their RSUs granted. In addition, (i) for Mr. Welton and Ms. Globe, each would be entitled to vesting of a portion of their PSUs that, when combined with those already vested, would total an aggregate of 50% of their PSUs granted; and (ii) for Mr. Lister and Ms. Fernandes, each would be entitled to vesting of a portion of their PSUs that, when combined with those already vested, would total an aggregate of 50% of their PSUs granted, subject to the achievement of the original performance conditions. For Ms. Fernandes and Mr. Lister, any vested options would continue to be exercisable for a period of 180 days. In addition, Mr. Lister would be entitled to a prorated achieved bonus for the year of his death or disability.
Payment upon Termination without Cause or Resignation for Good Reason
Payment upon Termination without Cause or Resignation for Good Reason In the event that Mr. Gelfond’s employment is terminated by the Company without cause or by him for good reason, Mr. Gelfond would be entitled to (i) 200% of his base salary for each remaining year or partial year of the term remaining under his employment agreement but not to exceed 24 months. In addition, Mr. Gelfond’s (i) unvested equity awards will, pursuant to the Service Factor under the LTIP, continue to vest in accordance with their original vesting schedules (in the case of PSUs, subject to the achievement of their original performance conditions) and (ii) outstanding stock options shall remain exercisable for the duration of the original terms (provided that, in the case of a resignation by Mr. Gelfond without good reason and pursuant to the LTIP, Mr. Gelfond provides the Company with a written notice of intent to resign at least six months prior to Mr. Gelfond’s final day of employment with the Company). In the event that Ms. Globe’s employment is terminated by the Company without cause or by her for good reason, Ms. Globe would be entitled to a severance pay equal to one month of base salary and target bonus for every year of service (prorated for partial years); provided that the minimum severance period will be six months, and the maximum severance period will be 12 months. For example, if Ms. Globe is terminated after six years of service, she will be entitled to six months of base salary and the prorated target bonus for six months. In the event that Mr. Lister’s employment is terminated by the Company without cause or by him for good reason, Mr. Lister would be entitled to receive (i) his base salary, automobile allowance, and continued participation under the Company’s group medical plan for the greater of (x) the remainder of his employment term and (y) 18 months, (ii) a cash payment equal to a prorated target bonus for the year in which Mr. Lister’s employment is terminated, and (iii) a cash payment equal to the target bonus for each full year remaining during the term. In the event Mr. Lister were not permitted to continue his participation in our medical plans, Mr. Lister would be entitled to a cash payment equal to the value of the benefit continuation for the severance period, payable in three semi-annual installments. Mr. Lister also would be entitled to the accelerated vesting of all granted but unvested equity awards (in the case of PSUs, subject to the achievement of the original performance conditions). In the event that Mr. Welton’s or Ms. Fernandes’ employment is terminated by the Company without cause, Mr. Welton or Ms. Fernandes, as applicable, would be entitled to the prorated target bonus for the year of the termination. Mr. Welton or Ms. Fernandes, as applicable, would also be entitled to (i) one month’s salary for each year of service up to a maximum of 24 months, target bonus, and fixed cash allowance and (ii) continued healthcare benefits for the duration of the salary continuation period (or earlier, upon obtainment of new employment). In addition, for Mr. Welton, all equity that remains unvested as of the date of the termination will, pursuant to the Service Factor, continue to vest in accordance with the original vesting schedule (in the case of PSUs, subject to the achievement of the original performance conditions). For Ms. Fernandes, (i) all of her outstanding equity as of the date of the termination will continue to vest in accordance with the original vesting schedule during the salary continuation period and (ii) all vested options will remain exercisable until the earlier of (x) six months beyond the end of the salary continuation period and (y) the expiration of the remaining terms of the vested options.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following table summarizes compensation values reported in the Summary Compensation Table for our Chief Executive Officer, also known as our principal executive officer (“PEO”), and the average of our other NEOs as compared to “compensation actually paid” during the preceding five fiscal years. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those that are required to be applied in the Summary Compensation Table. The “compensation actually paid” amounts do not reflect the amounts of compensation actually earned, realized, or received by our NEOs during the applicable fiscal year.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid ("CAP") to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (millions)(4) | Total Adjusted EBITDA (millions)(5) | | | | | | | TSR | Peer Group TSR(3) | | | | 2025 | $8,655,929 | $21,460,615 | $2,321,421 | $4,530,276 | $205.1 | $65.8 | $34.9 | $184.9 | | 2024 | $7,981,811 | $20,436,937 | $2,140,666 | $3,899,727 | $142.1 | $74.6 | $26.1 | $138.9 | | 2023 | $8,728,635 | $9,444,922 | $2,285,243 | $2,378,593 | $83.4 | $71.0 | $25.3 | $144.0 | | 2022 | $8,038,004 | $5,845,194 | $2,065,369 | $1,578,025 | $81.4 | $108.1 | $(22.8) | $95.7 | | 2021 | $9,081,442 | $9,581,484 | $2,623,371 | $1,838,719 | $99.0 | $131.5 | $(22.3) | $88.7 |
PAY VERSUS PERFORMANCE
(1) The PEO for the covered years is Richard L. Gelfond. Our non-PEO NEOs for the covered years are as follows:
PAY VERSUS PERFORMANCE
| 2021 | 2022 | 2023 | 2024 | 2025 | | Patrick McClymont | Natasha Fernandes | Natasha Fernandes | Natasha Fernandes | Natasha Fernandes | | Joseph Sparacio | Joseph Sparacio | Daniel Manwaring | Anne Globe | Anne Globe | | Megan Colligan | Megan Colligan | Robert D. Lister | Robert D. Lister | Robert D. Lister | | Robert D. Lister | Robert D. Lister | Mark Welton | Mark Welton | Mark Welton | | | Mark Welton | | | |
PAY VERSUS PERFORMANCE
(2) The following adjustments relating to equity awards were made to total compensation for each year to determine CAP:
PAY VERSUS PERFORMANCE
| Year | Value of Equity Awards Disclosed in the Summary Compensation Table | Year End Value of Equity Awards Granted During the Covered Year | Change in Fair Value of Outstanding and Unvested Equity Awards | Change in Fair Value of Awards Granted in Prior Years Vesting During the Covered Year | Value of Awards Granted in Prior Years that Fail to Meet Applicable Vesting Conditions During the Covered Year | Total Equity Award Adjustments | | 2025 | | | | | | | | PEO | $(5,499,951) | $10,273,849 | $8,227,636 | $(196,848) | $0 | $12,804,686 | | Average non-PEO NEO | $(1,143,743) | $2,127,170 | $1,244,870 | $(19,442) | $0 | $2,208,855 |
PAY VERSUS PERFORMANCE
Fair values of equity awards set forth in the table above are computed in accordance with FASB ASC Topic 718 as of the end of the respective fiscal year, other than fair values of equity awards that vest in the covered year, which are valued as of the applicable vesting date. The amounts in the “Year End Value of Equity Awards Granted During the Covered Year” and “Change in Fair Value of Outstanding and Unvested Equity Awards” reflect the 44.4% increase in the Company’s total shareholder return in 2025. (3) Represents the total cumulative shareholder return for $100 invested on December 31, 2020 (assuming that all dividends were reinvested) in common shares of the Company against the cumulative total return of the IMAX Peer Group to the end of the most recently completed fiscal year. The 2025 IMAX Peer Group consists of Ambarella, Inc., Cinemark Holdings, Inc., Cineplex Inc., Corsair Gaming, Inc., Dolby Laboratories, Inc., fuboTV Inc., Harmonic Inc., Knowles Corporation, The Marcus Corporation, WildBrain Ltd., and Xperi Inc. (the “2025 Peer Group”). IMAX’s 2024 peer group consists of Ambarella, Inc., Cinemark Holdings, Inc., Cineplex Inc., Corsair Gaming Inc., Dolby Laboratories, Inc., fuboTV Inc, Harmonic Inc., Knowles Corporation, Lions Gate Entertainment Corp., The Marcus Corporation, WildBrain Ltd., and Xperi Holding Corporation (the “2024 Peer Group”), which is consistent from the peer group used in 2023. IMAX’s 2022 peer group consisted of Ambarella, Inc., Avid Technologies, Inc., Cinemark Holdings, Inc., Cineplex Inc., Dolby Laboratories, Inc., Harmonic Inc., Lions Gate Entertainment Corp., The Marcus Corporation, and World Wrestling Entertainment, Inc. (the “2022 Peer Group”). IMAX’s 2021 peer group consisted of the 2022 Peer Group and Zynga Inc. Avid Technologies, Inc. and World Wrestling Entertainment, Inc. were excluded starting 2023 due to their acquisitions. (4) The dollar amounts reported represent the amount of net income attributable to common shareholders reflected in the Company’s audited financial statements for the applicable year (GAAP Net Income). (5) Based on the Company assessment, Total Adjusted EBITDA is the financial performance measure most closely linked to the calculation of CAP. Total Adjusted EBITDA is a non-GAAP Financial Measure. See “Non-GAAP Financial Measures” on page 76 for a reconciliation of all non-GAAP measurements to the most directly comparable GAAP measure and a description of how the non-GAAP numbers are calculated from our audited financial statements.
Analysis of Relationship Between Compensation Actually Paid and Performance Measures
Analysis of Relationship Between Compensation Actually Paid and Performance Measures The following graphs depict the relationship between CAP and IMAX TSR, Peer Group TSR, Total Adjusted EBITDA(1), and Net Income. (1)Total Adjusted EBITDA is a non-GAAP financial measure. Please see “Non-GAAP Measures” on page 76 for a reconciliation of all non-GAAP measures to the most directly comparable GAAP measure and a description of how the non-GAAP numbers are calculated from our audited financial statements.
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS Directors who are also employees of the Company receive no additional fees for service on the Board of Directors. Our independent directors receive an annual retainer of $50,000. The Chairman of the Board of Directors receives an annual retainer of $62,500. In addition, Committee Chairs receive the following annual retainers: the Audit Committee Chair receives $15,000 and the Compensation Committee Chair and the Governance Committee Chair each receive $10,000, respectively. Committee members also receive the following yearly retainers: Audit Committee members receive $10,000; Compensation Committee members receive $7,500; and Governance Committee members receive $5,000. Committee retainers are in addition to any applicable retainer for being a Committee Chair. Each year, independent directors are granted an annual grant of RSUs with a value of $125,000 on the date of grant, and the Chairman of the Board is granted an annual grant of RSUs with a value of $170,000 on the date of grant. These grants are made following the election of our independent directors at our annual general meeting of shareholders. The grants made in 2025 vested on the date of grant. Directors are reimbursed for expenses incurred in attending meetings of the Board of Directors and Committees of the Board of Directors. The Governance Committee reviews director compensation and benefits on a periodic basis. The following table sets forth information relating to compensation of our non-executive directors for the fiscal year ended December 31, 2025.
COMPENSATION OF DIRECTORS
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) | Total ($) | | Gail Berman | 57,500 | 124,980(2) | — | 182,480 | | Eric A. Demirian | 75,000 | 124,980(2) | — | 199,980 | | Kevin Douglas | 67,500 | 124,980(2) | — | 192,480 | | David W. Leebron | 75,000 | 124,980(2) | — | 199,980 | | Michael MacMillan | 65,000 | 124,980(2) | — | 189,980 | | Steve Pamon | 62,500 | 124,980(2) | — | 187,480 | | Dana Settle | 62,500 | 124,980(2) | — | 187,480 | | Darren Throop (Board Chair) | 112,500 | 169,977(3) | — | 282,477 | | Jennifer Wong | 60,000 | 124,980(2) | — | 184,980 |
COMPENSATION OF DIRECTORS
(1)As required by SEC rules, the “Stock Awards” column in this table reflect the aggregate grant date fair values of the RSU awards computed in accordance with FASB ASC Topic 718 (with no reductions for expected forfeitures). See “Capital Stock — Share-Based Compensation” in Note 16 of Notes to Consolidated Financial Statements in Item 8 of the 2025 Form 10-K, for the assumptions used to calculate the fair value of the RSUs. (2)The director received a grant of 4,558 RSUs on June 12, 2025. The RSUs vested on June 12, 2025. None of our non-executive directors held outstanding awards as of December 31, 2025. (3)Mr. Throop received a grant of 6,199 RSUs on June 12, 2025 in recognition of his position as Chairman of the Board. The RSUs vested on June 12, 2025.