Adam Sussman
AMC ENTERTAINMENT HOLDINGSAbout Adam J. Sussman
Adam J. Sussman, 54, is an independent director of AMC Entertainment Holdings, Inc., serving since May 2019. He is President of Epic Games, Inc. (since January 2020), and previously served as Nike’s first Chief Digital Officer (2017–2020) after earlier roles leading Nike Global Strategy & Corporate Development and VP/GM Direct Digital & Geographies; earlier career stops include senior publishing roles at Zynga and Disney, VP Worldwide Publishing at Electronic Arts, and a creative executive role at Hearst Entertainment. He holds a BA from Harvard College and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nike, Inc. | Chief Digital Officer; previously Head of Global Strategy & Corporate Development; VP/GM Direct Digital & Geographies | 2017–2020 (CDO) | Built portfolio of digital consumer experiences; managed global digital teams and DTC GMs |
| Zynga | SVP, Global Publishing | — | Marketing, sales, growth, digital products |
| The Walt Disney Company | SVP, Publishing | — | Built global team managing gaming properties across media platforms |
| Electronic Arts | VP, Worldwide Publishing | — | Led team establishing EA Mobile as #1 publisher on Apple App Store |
| Hearst Entertainment | Creative Executive | — | Early career role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Epic Games, Inc. | President | Jan 2020–Present | Current operating role |
Board Governance
- Independence: Determined independent under NYSE rules; one of ten independent directors (Mr. Aron is not independent) .
- Committee assignments (2024): Member, Compensation Committee; Member, Nominating & Corporate Governance Committee; not a chair .
- Attendance: The Board held nine meetings in 2024; all then-serving directors attended ≥75% of combined Board+committee meetings except Mr. Sussman (below 75%). He did not attend the Company’s 2024 Annual Meeting of Stockholders .
- Tenure/Classification: Director since May 2019; classified as a Class I director with term expiring at the 2027 annual meeting (subject to proposed declassification) .
- Governance changes: 2025 Annual Meeting (Dec 10, 2025) includes a proposal to declassify the Board and shorten current terms to expire at the meeting .
- Board structure: Combined Chair/CEO; Philip Lader serves as Lead Independent Director; non-management directors meet in executive session at least annually .
Committee Membership Snapshot (2024)
| Committee | Role | Meetings Held (2024) |
|---|---|---|
| Compensation | Member | 5 |
| Nominating & Corporate Governance | Member | 4 |
Fixed Compensation (Non-Employee Director Pay – 2024)
| Component | Policy/Amount | Mr. Sussman 2024 | Source |
|---|---|---|---|
| Annual Board Cash Retainer | $150,000 | $150,000 | |
| Compensation Committee – Member | $15,000 | $15,000 | |
| Nominating & Corporate Governance – Member | $10,000 | $10,000 | |
| Lead Independent Director Fee | $50,000 (if applicable) | — | |
| Total Fees Earned or Paid in Cash | — | $175,000 |
Notes: Cash retainers are paid quarterly and pro-rated for partial years .
Performance Compensation (Equity – Directors)
| Item | Detail |
|---|---|
| Annual Stock Award (calculation value) | $105,000; fully vested at grant; one-year holding requirement |
| Grant timing 2024 | For non-employee directors (other than mid-year appointees), grant date June 10, 2024 (post S-8) |
| Mr. Sussman – 2024 Stock Awards (grant date fair value) | $104,119 |
| Grant valuation mechanics | Number of shares based on 5-day average price prior to approval date; compensation table uses grant-date closing prices ($4.71 on June 10, 2024; $4.90 on Sept 12, 2024), creating small variance from target |
| Options | Program describes stock awards; directors may elect to receive cash retainers in stock; stock awards fully vested at grant; (no performance metrics) |
Performance conditions: None disclosed for director equity (stock awards are fully vested at grant; holding requirement of one year) .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company directorships | None disclosed in Mr. Sussman’s proxy biography |
| Compensation Committee interlocks (2024) | None; no member had relationships requiring related-person disclosure; no executive officer served on another company’s board/comp committee that had reciprocal service |
Expertise & Qualifications
- Digital platforms/IT and marketing expertise; senior operating leadership at Epic Games and prior digital leadership at Nike .
- Education: BA, Harvard College; MBA, Harvard Business School .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Common Stock) | 64,039 shares as of Oct 13, 2025; less than 1% of outstanding |
| Anti-hedging | Directors prohibited from hedging AMC securities |
| Anti-pledging | Directors prohibited from pledging AMC securities |
| Director stock award holding policy | Director stock awards must be retained until the earlier of 1 year from grant or departure from the Board |
| Director ownership guideline | No director-specific ownership multiple disclosed; executive ownership guidelines only |
Related-Party and Conflicts Review
- Related-person transactions: None since January 1, 2024 (policy administered by the Audit Committee; no transactions to disclose) .
- Independence: Mr. Sussman is independent per NYSE rules; serves on independent-only committees .
- Insider trading policy: Company maintains an Insider Trading Policy applicable to directors .
Director Compensation Summary (2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Adam J. Sussman | 175,000 | 104,119 | 279,119 |
Governance Assessment
- Strengths: Independent director with deep digital, marketing, and platform experience relevant to AMC’s consumer engagement and technology evolution; serves on key governance and compensation committees; Company policies prohibit director hedging/pledging and impose a one-year holding period on director equity; no related-person transactions or comp committee interlocks disclosed .
- Concerns / RED FLAGS: Attendance shortfall in 2024 (below 75% of combined Board+committee meetings) and absence from the 2024 Annual Meeting; both raise engagement and effectiveness questions for a key committee member .
- Alignment: Director pay mix includes a meaningful equity component ($104,119 equity vs $175,000 cash in 2024) with a mandatory one-year hold, supporting alignment, though equity is fully vested at grant and not performance-based .
- Structural context: Board moving toward declassification (pending 2025 vote), which, if approved, enhances annual accountability for all directors, including Mr. Sussman .