Gary Locke

About Gary F. Locke

Gary F. Locke, 75, has served as an independent director of AMC since February 2016. He is a trade consultant and owner of Locke Global Strategies, LLC (since 2014), a former U.S. Secretary of Commerce (2009–2011) and U.S. Ambassador to China (2011–2014), and previously served two terms as Governor of Washington (elected in 1996 and re‑elected in 2000). He holds a B.A. in Political Science from Yale University and a J.D. from Boston University .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Mr. Locke is independent under NYSE rules .
• Board classification and term: Class I director; Class I terms were scheduled to expire at the 2027 annual meeting. The 2025 proxy proposed declassifying the Board and shortening all current directors’ terms to end at the 2025 Annual Meeting, with an unclassified election thereafter .
• Committee assignments (2024): Compensation Committee (member), Nominating and Corporate Governance Committee (member). He is not a committee chair .
• Meetings held in 2024: Board (9); Compensation (5); Nominating & Corporate Governance (4) .
• Attendance: Each then‑serving director attended at least 75% of combined Board and applicable committee meetings in 2024, except Mr. Sussman—indicating Locke met the ≥75% threshold .
• Annual Meeting attendance: All directors except Ms. Clark, Mr. Locke, Mr. Saich, and Mr. Sussman attended the 2024 Annual Meeting (Locke did not attend) .
• Lead Independent Director: Philip Lader serves as Lead Independent Director and presides over executive sessions of the non‑management/independent directors .

Fixed Compensation

• Non‑Employee Director Compensation Program (effective for 2024 service): annual cash retainer $150,000; annual equity award “calculation value” $105,000 (one‑year holding requirement); additional retainers—Lead Independent Director $50,000; committee retainers: Audit (Chair $35,000, Member $17,500), Compensation (Chair $25,000, Member $15,000), Nominating & Corporate Governance (Chair $20,000, Member $10,000). Cash is paid quarterly; directors may elect to receive retainers in stock .

• 2024 Compensation (individual):

Notes:

• Locke’s $175,000 cash reflects $150,000 board retainer + $15,000 Compensation Committee member + $10,000 Nominating & Corporate Governance member .
• All non‑employee directors other than Mr. Glover received 2024 stock awards on June 10, 2024; grant‑date closing price used for fair value was $4.71 .

Performance Compensation

Directors do not receive performance‑based equity at AMC; non‑employee director stock awards are fully vested at grant and subject to a one‑year holding requirement. No stock options are granted under the director program .

Other Directorships & Interlocks

• Current public company board: nLight, Inc. (Director since Aug 2017) .
• Compensation Committee Interlocks: In 2024, AMC disclosed no relationships requiring related‑party disclosure among Compensation Committee members; no interlocks with other issuers’ compensation committees or boards involving AMC executive officers .

Expertise & Qualifications

• International/government expertise and U.S.–China trade/diplomacy experience via Ambassador to China and U.S. Commerce Secretary roles; prior gubernatorial leadership underscores executive governance credentials .
• Public company board experience (nLight; prior: Fortinet) .

Equity Ownership

Additional alignment safeguards:

• Anti‑hedging and anti‑pledging policy applies to directors (prohibits hedging transactions and pledging/margin use of AMC securities) .
• Director stock awards must be held for at least one year post‑grant (or until board departure) .

Governance Assessment

• Strengths:

  • Independent director with deep global and government experience (Commerce Secretary, Ambassador to China), valuable for international strategy and regulatory risk oversight .
  • Active on key governance bodies (Compensation; Nominating & Corporate Governance), supporting board oversight of pay and director nominations .
  • Met ≥75% attendance threshold for 2024 Board/committee meetings .
  • Compensation structure aligned with shareholders via mix of cash and equity; equity subject to a one‑year holding requirement .
  • No related‑party transactions since Jan 1, 2024; anti‑hedging/pledging policy in place .

• Watch items / potential red flags:

  • Did not attend the 2024 Annual Meeting of Stockholders (investors often expect directors to attend) .
  • Ownership is modest in absolute terms (64,039 shares, <1%)—though director awards carry a holding period and the company prohibits hedging/pledging which partially mitigates alignment concerns .

• Contextual board reforms:

  • The 2025 proxy proposed declassifying the Board and moving to annual elections; if adopted, this enhances director accountability and investor confidence broadly (board‑level governance improvement) .