Anthony Saich

About Anthony J. Saich

Anthony J. Saich, 72, has served as an independent director of AMC Entertainment Holdings, Inc. since August 2012. He is Director of the Rajawali Foundation Institute for Asia and the Daewoo Professor of International Affairs at Harvard University, with executive teaching focused on public value, leadership, and innovation. His education includes a BA in politics and geography (University of Newcastle, UK), an MA in politics with special reference to China (SOAS, University of London), and a PhD from the University of Leiden, Netherlands .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Dr. Saich is independent under NYSE rules; he served on independent committees in 2024–2025 .
• Committee Assignments and Chair Roles:
  • Compensation Committee Chair (2024 and 2025) .
  • Audit Committee Member (2024; no longer a member after February 2025 due to committee size reduction) .
• Meeting Attendance:
  • Board meetings: In 2024, each then-serving director attended at least 75% of combined Board+committee meetings; exception noted for Mr. Sussman (not Dr. Saich) .
  • Annual Meeting attendance: Did not attend the 2024 Annual Meeting; board encourages director attendance .
• Executive Sessions: Non-management directors meet at least annually; presided by Lead Independent Director (Philip Lader) .
• Governance Enhancements Under Board Oversight:
  • Declassification proposal and shift to annual elections (resubmitted in 2024; proposed again in 2025) .
  • Stockholder rights proposals in 2024–2025: allow action by written consent; permit stockholders to call special meetings (with 20% threshold via bylaws) .

Fixed Compensation

• AMC Non-Employee Director Compensation Program (structure):
  • Annual cash retainer: $150,000 .
  • Annual stock award: $105,000, fully vested at grant with one-year holding requirement .
  • Lead Independent Director cash retainer: $50,000 (not applicable to Dr. Saich) .
  • Committee fees (annual): Audit Chair $35,000; Audit Member $17,500; Compensation Chair $25,000; Compensation Member $15,000; Nominating Chair $20,000; Nominating Member $10,000 .
  • Stock award mechanics: granted pursuant to the equity plan; shares determined by 5-day average closing price prior to approval; 2024 grant date prices $4.71 (June 10, 2024) and $4.90 (Sept 12, 2024) .

Notes:

• Fees include Board retainer and applicable committee chair/member fees .
• Stock award values computed under ASC 718 using grant-date prices (2023: adjusted post-reverse split/APE conversion; 2024 specific dates/prices) .

Performance Compensation

AMC does not use performance-based metrics (e.g., TSR, revenue, EBITDA) in non-employee director compensation; director equity awards are time-based and fully vested at grant with holding requirements .

Other Directorships & Interlocks

• Compensation Committee Interlocks: None disclosed for 2023–2024 (no reciprocal executive service interlocks reported) .
• Related Person Transactions: None since January 1, 2024; prior Antara-related capital transactions described for 2022–2023, but not director-related and Antara no longer a related person per latest filings .

Expertise & Qualifications

• International affairs/Asia expertise; senior academic leadership roles; cross-border NGO governance .
• Degrees: BA (University of Newcastle), MA (SOAS, London), PhD (University of Leiden) .
• Board Skills Matrix: Public company board service; international; marketing/industry experience categories reflected in board-wide matrix (skills mapping summarized at the board level) .

Equity Ownership

• Anti-Hedging and Anti-Pledging: Company policies prohibit hedging and pledging by insiders; covered in governance documents and proxy; insider trading policy disclosed .

Governance Assessment

• Strengths:

  • Independent director with long tenure (since 2012) and deep international governance/academic expertise; provides global perspective valuable for AMC’s operations and risk oversight .
  • Compensation Committee chair; committee used independent compensation consultants (Aon in 2024; Korn Ferry selected for 2025) and disclosed no consultant conflicts, reinforcing independence and pay governance quality .
  • Board pursued shareholder-rights enhancements: declassification, written consent, special meeting rights (20% threshold), aligning with best-practice governance feedback from investors and advisory firms .
  • No related person transactions reported in 2024; interlocks not present; supports conflict-free governance posture .

• Watch items / RED FLAGS:

  • Annual Meeting attendance: Dr. Saich did not attend the 2024 Annual Meeting, which the board encourages; while board/committee attendance thresholds were met, absence at the shareholder meeting may be viewed negatively by some investors focused on engagement .
  • 2023 Say-on-Pay: Low approval (~48%) highlights investor concerns about executive pay; as Compensation Committee chair, continued remediation (stockholder outreach; 2024 CEO target pay reduced by 25%; adoption of clawback policy; consultant change) is positive but investors may monitor ongoing discipline and alignment .
  • Capital and dilution risk context: 2025 proposal to increase authorized shares to enable exchangeable notes conversion and future flexibility could dilute existing holders; while deleveraging and interest savings are positives, investors may scrutinize board oversight of issuance discipline and alignment with shareholder value .

• Signals of alignment:

  • Director equity grants with mandatory holding requirements; anti-hedging/anti-pledging policies applied .
  • Beneficial ownership increased from 7,725 shares (2024) to 64,039 shares (2025), though still <1%—modest skin-in-the-game consistent with typical director ownership levels .