Carla Chavarria
AMC ENTERTAINMENT HOLDINGSAbout Carla Chavarria
Carla C. Chavarria is Senior Vice President and Chief Human Resources Officer at AMC, serving as SVP CHRO since January 2019 and previously SVP, Human Resources since January 2014; earlier roles include Vice President, Human Resources Services (2006–2014) and Vice President, Recruitment and Development (2005–2006). She holds a B.S. from The Pennsylvania State University and is 59 years old as of February 25, 2025 . Company performance context for incentive alignment: 2024 Total Shareholder Return (value of $100) was $10.25 versus peer group $101.66; Adjusted EBITDA was $343.9 million and net loss was $(352.6) million, informing the pay-for-performance framework across NEOs including Ms. Chavarria .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AMC Entertainment Holdings, Inc. | SVP, Chief Human Resources Officer | Jan 2019–Present | — |
| AMC Entertainment Holdings, Inc. | SVP, Human Resources | Jan 2014–Jan 2019 | — |
| AMC Entertainment Holdings, Inc. | VP, Human Resources Services | Sep 2006–Jan 2014 | — |
| AMC Entertainment Holdings, Inc. | VP, Recruitment and Development | Apr 2005–Sep 2006 | — |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 515,000 | 540,750 (annual rate) |
| Salary Paid ($) | — | 535,798 |
| Bonus ($) | — | — |
| Non-Equity Incentive Plan Compensation (AIP) ($) | — | 480,835 |
| All Other Compensation ($) | — | 16,204 (401(k) match $13,800; life insurance $2,404) |
| Total Compensation ($) | — | 1,699,675 |
Notes:
- AMC reviews NEO base salaries periodically for market alignment and performance; 2024 base salary increased 5.0% YoY for Carla (from $515,000 to $540,750) .
- AIP awards are paid after Compensation Committee certification, traditionally in a single installment in Q1 of the subsequent year .
Performance Compensation
Annual Incentive Program (AIP) – Cash
| Component | Threshold ($) | Target ($) | Maximum ($) | Actual Paid ($) | Payment Timing |
|---|---|---|---|---|---|
| Company AIP | 140,595 | 281,190 | 562,380 | Included in total AIP $480,835 | Typically Q1 following year |
| Individual AIP | 70,298 | N/A | N/A | Included in total AIP $480,835 | Typically Q1 following year |
Program design: AMC ties AIP to specified strategic, operational, financial and other goals that the Compensation Committee deems important to align with stockholders’ interests .
Long-Term Incentives (Equity)
| Grant | Approval Date | Grant Date | Units (Threshold/Target/Max) | Fair Value at Grant ($) | Performance Metric(s) | Vesting |
|---|---|---|---|---|---|---|
| 2024 RSU | 2/22/2024 | 6/5/2024 | 84,211 RSUs | 433,687 | N/A (time-based) | Ratable over 3 years; first tranche vests first business day of fiscal year after grant; dividend equivalents accrue and are paid upon vesting |
| 2024 PSU | 2/22/2024 | 6/5/2024 | 14,035 / 28,070 / 56,140 | Probable value 144,561 | Adjusted EBITDA and Free Cash Flow tranches | Performance-based per EIP (see COI acceleration below) |
Outstanding awards context: AMC discloses PSU tranches by metric (Adjusted EBITDA and FCF) and RSUs/PSUs outstanding by grant cohort; 2024 cohorts for NEOs follow the above structure .
AMC equity award practices: No stock options granted in 2024; equity award sizing uses average closing price over five days preceding grant; anti-hedging and anti-pledging policies apply to officers VP and above .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 108,922 common shares; <1% of outstanding |
| Ownership Guidelines | Senior Vice Presidents: 2x base salary; 5-year compliance period (after adoption/promotion/reset); unvested RSUs/PSUs at target count toward guideline; as of 12/31/2024, all NEOs remain within grace period |
| Pledging/Hedging | Prohibited for officers VP+ under Insider Trading Policy |
| Unvested Awards (2024 grants) | 84,211 RSUs unvested at YE 2024 ; PSUs outstanding tied to Adjusted EBITDA and FCF per tranche design |
| Deferred Compensation | No non-qualified deferred compensation program in 2024 |
Interpretation: Equity alignment is supported by RSU/PSU mix and ownership guidelines; pledging and hedging bans reduce alignment risk and potential forced selling .
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | Effective November 10, 2017; 2-year term with automatic one-year extensions; base salary subject to annual review; increases permitted; decreases prohibited; target bonus determined by Board/Committee |
| Severance | Two years of base salary if terminated without Cause or for Good Reason (as defined) |
| Change-in-Control (COI) | Automatic acceleration of unvested RSU/PSU awards upon COI; PSUs accelerate at greater of target or actual attainment at time of COI |
| AIP Pro-Rata on Termination | Pro-rata bonus may be determined per agreement framework across NEOs; see AIP program terms |
Cause/Good Reason definitions are specified in NEO agreements; equity does not vest on termination absent COI; Committee retains policy discretion integrated into agreements .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR – Value of $100 | 29.60 | 379.74 | 92.50 | 15.76 | 10.25 |
| Peer Group TSR – Value of $100 | 60.85 | 57.66 | 36.55 | 49.84 | 101.66 |
| Net Loss ($mm) | (4,589.4) | (1,269.8) | (973.6) | (396.6) | (352.6) |
| Adjusted EBITDA ($mm) | (999.2) | (291.7) | 46.6 | 454.3 | 343.9 |
Context: The volatility in TSR and improvement in Adjusted EBITDA post-2022 shape PSU goal-setting (Adjusted EBITDA and FCF) and AIP outcomes; AMC emphasizes pay-for-performance alignment in CD&A .
Compensation Committee & Governance
- Compensation Committee members: Anthony J. Saich (Chair), Howard W. “Hawk” Koch, Jr., Philip Lader, Gary F. Locke, Kathleen M. Pawlus, Adam J. Sussman; Committee reviewed CD&A and recommended inclusion in proxy .
- Equity grant timing/process: Annual awards approved around February; 2024 grants effective in June contingent on stockholder approval of the 2024 EIP; no option grants in 2024 .
Investment Implications
- Alignment: RSU/PSU mix tied to Adjusted EBITDA and FCF plus strict anti-hedging/pledging and ownership guidelines supports alignment; COI single-trigger acceleration of equity warrants scrutiny for upside capture without service continuation .
- Retention risk: Two-year base salary severance for CHRO materially reduces near-term departure risk; auto-renewal terms further stabilize tenure .
- Selling pressure: Three-year ratable RSU vesting with first-tranche vesting at fiscal year start may create periodic supply; hedging/pledging bans mitigate forced selling; monitor vest dates across 2025–2027 for flow-through .
- Pay-for-performance sensitivity: AIP contingent on Committee certification and PSU metrics aligned to Adjusted EBITDA/FCF means equity realizability is sensitive to operating execution; 2024 AIP paid at $480,835 reflects cash incentive participation despite negative net income, consistent with Adjusted EBITDA focus .
- Governance quality: Committee independence and standard anti-hedging/anti-pledging policies are positives; absence of stock options reduces repricing risk .