Denise Clark

About Denise M. Clark

Denise M. Clark, 67, has served as an independent director of AMC since January 2023. She is a global information technology executive, formerly SVP & Global CIO at The Estée Lauder Companies (2012–2017) and SVP & CIO at Hasbro (2007–2012), with earlier senior technology roles at Mattel (Global CTO; later Fisher-Price CIO, 2000–2007), Warner Music Group, and Apple. She holds a B.S. in Sociology from the University of Missouri and an MBA from San Jose State University, and is a U.S. Navy veteran .

Past Roles

External Roles

Board Governance

• Independence: AMC’s Board determined Ms. Clark is independent under NYSE rules; she is also eligible for Audit Committee service as an independent director .
• Committee assignments and chair roles:
  • 2023 structure: Audit member; Nominating & Corporate Governance chair; Compensation not listed .
  • 2024 structure: Audit member; Nominating & Corporate Governance chair; Compensation not listed. Meetings held: Board 9; Audit 6; Compensation 5; Nominating 4 .
  • 2023 meetings held: Board 5; Audit 4; Nominating 4 .
• Attendance and engagement:
  • 2023: each director attended at least 75% of combined Board and committee meetings .
  • 2024: each director attended at least 75% except Mr. Sussman; Ms. Clark met the threshold .
  • Annual meeting attendance: 2023 all directors except Mr. Koch attended; Ms. Clark attended. 2024 all directors except Ms. Clark, Mr. Locke, Mr. Saich, and Mr. Sussman attended; Ms. Clark missed the 2024 annual meeting .
• Board leadership: Combined Chair/CEO held by Adam Aron; Lead Independent Director is Philip Lader, who convenes executive sessions and facilitates independent oversight .
• Executive sessions: Non-management directors meet in executive session at least annually; Lead Independent Director presides .

Fixed Compensation

Director compensation framework (non-employee directors):

Actual compensation for Ms. Clark:

Program grant pricing context:

• 2023 grants: calculation prices $56.04 (Common), $23.46 (APEs); compensation valuation at grant: $62.30 (Common), $22.20 (APEs), adjusted for reverse split and APE conversion .
• 2024 grants: calculation prices $4.75 (Feb 22), $4.60 (Mar 1), $4.92 (Sep 12); grant-date valuations at $4.71 (Jun 10) and $4.90 (Sep 12) .

Performance Compensation

• Non-employee director equity awards are not performance-based (fully vested at grant); no bonus or performance metrics apply to directors .
• AMC’s clawback policy adopted Oct 2, 2023 applies to incentive-based compensation in event of restatement; primarily targeted to executives under EIP, not to standard director stock grants .

Other Directorships & Interlocks

Expertise & Qualifications

• Information technology leadership (Global CIO/CTO roles) and oversight of information systems, privacy, and cybersecurity risks align with Audit Committee responsibilities; Audit Committee oversees info systems and data security risks .
• Audit Committee financial literacy: all members are financially literate under NYSE rules; Ms. Clark serves on Audit, but audit “financial expert” designation pertains to Ms. Pawlus and Ms. Jain (not Ms. Clark) .
• Strategic planning and transformative initiatives experience highlighted by AMC in Clark’s biography .
• Education and service credentials: BS (Missouri), MBA (San Jose State), U.S. Navy veteran .

Equity Ownership

• Anti-hedging and anti-pledging: Directors are prohibited from hedging or pledging AMC securities under the Insider Trading Policy .
• Vested vs. unvested breakdown: Not disclosed for directors in proxies; director stock awards are fully vested at grant and subject to one-year holding .
• Shares pledged as collateral: None disclosed; policy prohibits pledging .

Compensation Committee Analysis

• Composition and independence: Compensation Committee comprised solely of independent directors; chaired by Anthony J. Saich (2024 and 2025 structures) .
• Use of independent compensation consultant: Aon served as the independent consultant; Compensation Committee found no conflicts of interest and affirmed compliance with Dodd-Frank, SEC, and NYSE independence factors .
• Peer group (context for executive pay benchmarking): 2023 peer set includes 20 companies across entertainment, leisure, hotels, media; adds Formula One Group and Roku; used for competitive pay and practices .

Governance Assessment

• Strengths

  • Independence affirmed; serves as Audit member and Chair of Nominating & Corporate Governance—positions central to oversight quality and board refreshment .
  • IT and cybersecurity oversight expertise valuable for AMC’s risk profile; Audit Committee mandate includes info systems and data security risks .
  • Consistent meeting attendance threshold met (≥75%) in 2023 and 2024; engagement in committee leadership .
  • Beneficial ownership increased materially by 2025 (59,304 shares) providing improved alignment vs. prior year .
  • Anti-hedging/pledging policies reduce misalignment risks; no related-party transactions since Jan 1, 2024 .

• Watchpoints / RED FLAGS

  • Missed 2024 Annual Meeting of Stockholders (engagement optics); she attended in 2023 but was absent in 2024 .
  • Director equity grants are fully vested and not performance-based; pay mix lacks performance linkage for directors (common market practice but reduces explicit pay-for-performance signaling) .
  • Ownership remains <1% of shares outstanding; while typical for outside directors, alignment depends on ongoing accumulation .

• Overall Implication for Investor Confidence

  • Clark’s committee leadership (Nom/Gov chair, Audit member) and IT/cyber risk expertise support board effectiveness and risk oversight. The absence from the 2024 annual meeting is a minor engagement flag; otherwise independence, attendance thresholds, and lack of related-party transactions are supportive of governance quality .