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Pay vs Performance Disclosure
U_pure in Millions
12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table

Pay Versus Performance Table

 

The following is disclosure pursuant to the SEC's pay versus performance rules ("PVP Rules"). The PVP Rules create a new definition of pay referred to as Compensation Actually Paid ("CAP"), which is compared to certain performance measures as defined by the SEC. The amounts set forth below in the required table are calculated pursuant to SEC rules but do not represent amounts that have actually been earned or realized by our NEOs. Performance conditions for some of these awards have not yet been satisfied. The Compensation Committee does not utilize CAP as the basis for making compensation decisions. For a more detailed discussion on our compensation philosophy, please refer to Compensation Discussion and Analysis beginning on page 23.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pay Versus Performance Table

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

 

(b)

 

(c)

 

(d)

 

(e)

 

(f)

 

(g)

 

(h)

 

(i)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Value of Initial Fixed $100
Investment Based on:

 

 

 

 

 

Year

 

SCT
Total for
CEO ($)
(1)

 

CAP to
CEO ($)
(2)

 

Average
SCT Total
for Non-
CEO NEOs
($)
(3)

 

Average
CAP to
Non-CEO
NEOs ($)
(2)

 

Total
Shareholder
Return ($)

 

Peer Group
Total
Shareholder
Return ($)
(5)

 

Net
Income ($)

 

Adjusted
EBITDA

(in millions) ($)
(6)

 

2023

 

8,802,493

 

12,197,702

 

2,636,775

 

3,544,836

 

42.28

 

154.34

 

188,200,000

 

594.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2022

 

5,954,650

 

3,332,400

 

2,304,413

 

1,249,438

 

25.98

 

124.11

 

(271,200,000)

 

336.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2021

 

7,753,272

 

6,762,279

 

2,767,255

 

1,630,054

 

48.36

 

152.43

 

(422,800,000)

 

80.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2020

 

6,915,289

 

1,877,986

 

1,883,730

 

946,890

 

52.24

 

118.35

 

(616,800,000)

 

(276.9)

 

 

(1)
For 2022 and 2023, our CEO was Sean Gamble. For 2021 and 2020, our CEO was Mark Zoradi.
(2)
The table below sets forth the adjustments to Total Compensation as reported in the Summary Compensation Tables used in calculating the Compensation Actually Paid for each applicable year. Fair value, or changes in fair value, of equity awards was determined by reference to prices on applicable year-end dates or the actual vesting dates. For 2021, all of the outstanding unvested equity awards for Mark Zoradi vested at the end of the term of his employment agreement in December 2021.

 

 

 

CEO

 

Average for Non-CEO NEOs

 

 

2023

2022

2021

2020

 

2023

2022

2021

2020

 

 

 

 

 

 

 

 

 

 

 

SCT Total

 

$8,802,493

$5,954,650

$7,753,272

$6,915,289

 

$2,636,775

$2,304,413

$2,767,255

$1,883,730

 

 

 

 

 

 

 

 

 

 

 

Less, value of Stock Awards reported in SCT

 

$5,399,991

$3,628,435

$4,571,726

$5,857,524

 

$1,069,987

$936,305

$2,057,955

$1,301,064

 

 

 

 

 

 

 

 

 

 

 

Plus, year-end fair value of current year Equity Awards

 

$6,514,202

$1,887,222

$3,650,260

$4,079,720

 

$1,290,763

$486,991

$1,016,649

$1,076,099

 

 

 

 

 

 

 

 

 

 

 

Plus, year-over-year change in fair value of oustanding unvested Equity Awards

 

$2,017,153

($944,003)

($2,167,088)

 

$527,645

($590,280)

($59,102)

($451,356)

 

 

 

 

 

 

 

 

 

 

 

Plus, year-over-year change in fair value of Equity Awards granted in prior year that vested in the year

 

$263,845

$62,966

($69,527)

($1,092,411)

 

$159,640

($15,381)

($36,793)

($260,519)

 

 

 

 

 

 

 

 

 

 

 

Compensation actually paid

 

$12,197,702

$3,332,400

$6,762,279

$1,877,986

 

$3,544,836

$1,249,438

$1,630,054

$946,890

 

(3)
For 2022 and 2023, our Non-CEO NEOs included Melissa Thomas, Executive Vice President – Chief Financial Officer; Michael Cavalier, Executive Vice President – General Counsel; Valmir Fernandes, President – Cinemark International; and Wanda Gierhart, Chief Marketing and Content Officer. For 2021 and 2020 our Non-CEO NEOs included Lee Roy Mitchell, Executive Chairman of the Board; Sean Gamble, Executive Vice President – Chief Financial Officer and Chief Operating Officer; Michael Cavalier, Executive Vice President – General Counsel; and Valmir Fernandes, President – Cinemark International.
(5)
For the fiscal years ended 2020, 2021, 2022 and 2023, the peer group TSR includes the S&P 500 Index, AMC Entertainment Holdings, Inc. and IMAX Corporation, two other publicly held companies in our industry with whom we compete for investor capital. The amounts shown set forth the total shareholder return assuming reinvestment of dividends during the 4-year period ended 12/31/23, 12/31/22, 12/31/21 and 12/31/20, respectively, weighted based upon the S&P Index and AMC and IMAX’s stock market capitalization at the beginning of each period for which a return is indicated.
Adjusted EBITDA is a non-GAAP measure used by management and our board of directors to assess our financial performance and enterprise value. Adjusted EBITDA is considered a key performance in our industry. Annex A sets forth our reconciliation of Adjusted EBITDA (in millions).
     
Company Selected Measure Name AdjustedEBITDA      
Named Executive Officers, Footnote
(3)
For 2022 and 2023, our Non-CEO NEOs included Melissa Thomas, Executive Vice President – Chief Financial Officer; Michael Cavalier, Executive Vice President – General Counsel; Valmir Fernandes, President – Cinemark International; and Wanda Gierhart, Chief Marketing and Content Officer. For 2021 and 2020 our Non-CEO NEOs included Lee Roy Mitchell, Executive Chairman of the Board; Sean Gamble, Executive Vice President – Chief Financial Officer and Chief Operating Officer; Michael Cavalier, Executive Vice President – General Counsel; and Valmir Fernandes, President – Cinemark International.
     
Peer Group Issuers, Footnote
(5)
For the fiscal years ended 2020, 2021, 2022 and 2023, the peer group TSR includes the S&P 500 Index, AMC Entertainment Holdings, Inc. and IMAX Corporation, two other publicly held companies in our industry with whom we compete for investor capital. The amounts shown set forth the total shareholder return assuming reinvestment of dividends during the 4-year period ended 12/31/23, 12/31/22, 12/31/21 and 12/31/20, respectively, weighted based upon the S&P Index and AMC and IMAX’s stock market capitalization at the beginning of each period for which a return is indicated.
     
PEO Total Compensation Amount $ 8,802,493 $ 5,954,650 $ 7,753,272 $ 6,915,289
PEO Actually Paid Compensation Amount $ 12,197,702 3,332,400 6,762,279 1,877,986
Adjustment To PEO Compensation, Footnote
(2)
The table below sets forth the adjustments to Total Compensation as reported in the Summary Compensation Tables used in calculating the Compensation Actually Paid for each applicable year. Fair value, or changes in fair value, of equity awards was determined by reference to prices on applicable year-end dates or the actual vesting dates. For 2021, all of the outstanding unvested equity awards for Mark Zoradi vested at the end of the term of his employment agreement in December 2021.

 

 

 

CEO

 

Average for Non-CEO NEOs

 

 

2023

2022

2021

2020

 

2023

2022

2021

2020

 

 

 

 

 

 

 

 

 

 

 

SCT Total

 

$8,802,493

$5,954,650

$7,753,272

$6,915,289

 

$2,636,775

$2,304,413

$2,767,255

$1,883,730

 

 

 

 

 

 

 

 

 

 

 

Less, value of Stock Awards reported in SCT

 

$5,399,991

$3,628,435

$4,571,726

$5,857,524

 

$1,069,987

$936,305

$2,057,955

$1,301,064

 

 

 

 

 

 

 

 

 

 

 

Plus, year-end fair value of current year Equity Awards

 

$6,514,202

$1,887,222

$3,650,260

$4,079,720

 

$1,290,763

$486,991

$1,016,649

$1,076,099

 

 

 

 

 

 

 

 

 

 

 

Plus, year-over-year change in fair value of oustanding unvested Equity Awards

 

$2,017,153

($944,003)

($2,167,088)

 

$527,645

($590,280)

($59,102)

($451,356)

 

 

 

 

 

 

 

 

 

 

 

Plus, year-over-year change in fair value of Equity Awards granted in prior year that vested in the year

 

$263,845

$62,966

($69,527)

($1,092,411)

 

$159,640

($15,381)

($36,793)

($260,519)

 

 

 

 

 

 

 

 

 

 

 

Compensation actually paid

 

$12,197,702

$3,332,400

$6,762,279

$1,877,986

 

$3,544,836

$1,249,438

$1,630,054

$946,890

     
Non-PEO NEO Average Total Compensation Amount $ 2,636,775 2,304,413 2,767,255 1,883,730
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,544,836 1,249,438 1,630,054 946,890
Adjustment to Non-PEO NEO Compensation Footnote
(2)
The table below sets forth the adjustments to Total Compensation as reported in the Summary Compensation Tables used in calculating the Compensation Actually Paid for each applicable year. Fair value, or changes in fair value, of equity awards was determined by reference to prices on applicable year-end dates or the actual vesting dates. For 2021, all of the outstanding unvested equity awards for Mark Zoradi vested at the end of the term of his employment agreement in December 2021.

 

 

 

CEO

 

Average for Non-CEO NEOs

 

 

2023

2022

2021

2020

 

2023

2022

2021

2020

 

 

 

 

 

 

 

 

 

 

 

SCT Total

 

$8,802,493

$5,954,650

$7,753,272

$6,915,289

 

$2,636,775

$2,304,413

$2,767,255

$1,883,730

 

 

 

 

 

 

 

 

 

 

 

Less, value of Stock Awards reported in SCT

 

$5,399,991

$3,628,435

$4,571,726

$5,857,524

 

$1,069,987

$936,305

$2,057,955

$1,301,064

 

 

 

 

 

 

 

 

 

 

 

Plus, year-end fair value of current year Equity Awards

 

$6,514,202

$1,887,222

$3,650,260

$4,079,720

 

$1,290,763

$486,991

$1,016,649

$1,076,099

 

 

 

 

 

 

 

 

 

 

 

Plus, year-over-year change in fair value of oustanding unvested Equity Awards

 

$2,017,153

($944,003)

($2,167,088)

 

$527,645

($590,280)

($59,102)

($451,356)

 

 

 

 

 

 

 

 

 

 

 

Plus, year-over-year change in fair value of Equity Awards granted in prior year that vested in the year

 

$263,845

$62,966

($69,527)

($1,092,411)

 

$159,640

($15,381)

($36,793)

($260,519)

 

 

 

 

 

 

 

 

 

 

 

Compensation actually paid

 

$12,197,702

$3,332,400

$6,762,279

$1,877,986

 

$3,544,836

$1,249,438

$1,630,054

$946,890

     
Compensation Actually Paid vs. Total Shareholder Return

img203233878_62.jpg 

     
Compensation Actually Paid vs. Net Income

img203233878_63.jpg 

     
Tabular List, Table

Three Most Important Measures for Determining NEO Pay

Measure 1 – Adjusted EBITDA

Measure 2 – Revenues

Measure 3 – Cash Flow

     
Total Shareholder Return Amount $ 42.28 25.98 48.36 52.24
Peer Group Total Shareholder Return Amount 154.34 124.11 152.43 118.35
Net Income (Loss) $ 188,200,000 $ (271,200,000) $ (422,800,000) $ (616,800,000)
Company Selected Measure Amount 594.1 336.5 80.0 (276.9)
PEO Name Sean Gamble Sean Gamble Mark Zoradi Mark Zoradi
Measure:: 1        
Pay vs Performance Disclosure        
Name Adjusted EBITDA      
Non-GAAP Measure Description Adjusted EBITDA is a non-GAAP measure used by management and our board of directors to assess our financial performance and enterprise value. Adjusted EBITDA is considered a key performance in our industry. Annex A sets forth our reconciliation of Adjusted EBITDA (in millions).      
Measure:: 2        
Pay vs Performance Disclosure        
Name Revenues      
Measure:: 3        
Pay vs Performance Disclosure        
Name Cash Flow      
PEO | Adjustment to Compensation, Fair value of Stock Awards        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 5,399,991 $ 3,628,435 $ 4,571,726 $ 5,857,524
PEO | Adjustment to Compensation, Year-end fair value of current year Equity Awards        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 6,514,202 1,887,222 3,650,260 4,079,720
PEO | Adjustment to Compensation, Year-Over-Year Change in Fair Value of Oustanding Unvested Equity Awards        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,017,153 (944,003) 0 (2,167,088)
PEO | Adjustment to Compensation, Year-Over-Year Change in Fair Value of Equity Awards Granted in Prior Year that Vested in the Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 263,845 62,966 (69,527) (1,092,411)
Non-PEO NEO | Adjustment to Compensation, Fair value of Stock Awards        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,069,987 936,305 2,057,955 1,301,064
Non-PEO NEO | Adjustment to Compensation, Year-end fair value of current year Equity Awards        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,290,763 486,991 1,016,649 1,076,099
Non-PEO NEO | Adjustment to Compensation, Year-Over-Year Change in Fair Value of Oustanding Unvested Equity Awards        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 527,645 (590,280) (59,102) (451,356)
Non-PEO NEO | Adjustment to Compensation, Year-Over-Year Change in Fair Value of Equity Awards Granted in Prior Year that Vested in the Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 159,640 $ (15,381) $ (36,793) $ (260,519)