Hawk Koch
AMC ENTERTAINMENT HOLDINGSAbout Hawk Koch
Howard W. “Hawk” Koch, Jr., 79, is an independent director of AMC since October 2014, with over 50 years in the motion picture industry as a veteran producer and principal at The Koch Company. He is former President of the Academy of Motion Picture Arts and Sciences (AMPAS) and former President of the Producers Guild of America, and currently serves on the board of the Motion Picture & Television Fund . He is classified as independent under NYSE rules; the Board held nine meetings in 2024 and all directors except Mr. Sussman met the ≥75% attendance threshold, indicating Koch met attendance requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Academy of Motion Picture Arts and Sciences (AMPAS) | Former President; Board of Governors | Board tenure 2004–2013 | Leadership of AMPAS; governance of film industry |
| Producers Guild of America | Former President; Board of Directors | Board tenure 1999–2020 | Industry advocacy; production standards |
| The Koch Company | Principal (producer) | Not disclosed | Developed/produced >60 major motion pictures |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| Motion Picture & Television Fund | Director (Board of Directors) | Current |
Board Governance
- Independence: Independent director under NYSE rules .
- Committees (2024): Compensation Committee – Member; Nominating & Corporate Governance Committee – Member .
- Committee meeting counts (2024): Audit 6; Compensation 5; Nominating & Corporate Governance 4 .
- Attendance: Board met nine times in 2024; Koch met the ≥75% attendance requirement (only Mr. Sussman fell short) .
- Annual meeting attendance: Koch attended the 2024 Annual Meeting (absent were Ms. Clark, Mr. Locke, Mr. Saich, Mr. Sussman) .
- Executive sessions: Non-management directors meet at least annually; presided over by the Lead Independent Director .
- Lead Independent Director: Philip Lader .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (Board) | 150,000 | Program terms |
| Committee member fees – Compensation Committee | 15,000 | Member fee |
| Committee member fees – Nominating & Corporate Governance | 10,000 | Member fee |
| Total Fees Earned or Paid in Cash (2024) | 175,000 | Matches program + committee assignments |
Program terms (non-employee directors): Cash retainer $150,000; Lead Independent Director additional $50,000; Committee chair/member fees per schedule; cash paid quarterly/pro-rated; directors may elect to receive cash retainer in stock .
Performance Compensation
| Equity Award Type | Grant Date | Grant Date Fair Value ($) | Vesting/Retention | Notes |
|---|---|---|---|---|
| Annual stock award (Common Stock) | June 10, 2024 | 104,119 | Fully vested at grant; must be retained until earlier of 1-year from grant or departure from Board | Shares determined by 5-day average price methodology; grant timing aligned to 2024 EIP S-8 effectiveness |
- No options are granted to directors under the program; equity is in stock awards (fully vested) with a one-year holding requirement .
- Equity award pricing methodology uses 5-day average closing price prior to approval; compensation table fair value uses closing price on grant date .
- No performance metrics (TSR, EBITDA, etc.) apply to director equity; awards are time-based and fully vested at grant .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Koch in AMC’s proxy biography .
- Compensation Committee interlocks: None; no member had relationships requiring related person disclosure in 2024 and no cross-board compensation interlocks were present .
Expertise & Qualifications
- Deep industry experience, including involvement in over 60 major motion pictures (e.g., Chinatown, Rosemary’s Baby, Primal Fear), providing content production insight directly relevant to AMC’s exhibition business .
- Governance leadership across AMPAS and Producers Guild, supporting board effectiveness in creative industry oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (Common Stock) | 60,494 |
| Shares outstanding (Record Date: Oct 13, 2025) | 512,943,561 |
| Ownership as % of shares outstanding | <1% (asterisk indicates less than 1% as per table note) |
| Shares pledged as collateral | Company policy prohibits pledging by directors/officers; no pledging disclosed for Koch |
| Hedging | Company policy prohibits hedging transactions by directors/officers |
Policies relevant to alignment and risk:
- Anti-hedging and anti-pledging policies apply to directors/officers .
- Related party transactions: None since January 1, 2024 .
Governance Assessment
- Strengths: Independent director with strong domain expertise; active membership on Compensation and Nominating & Governance committees; met attendance requirements; equity retainer provides alignment; anti-hedging/pledging reduces misalignment risk .
- Compensation oversight signals: Korn Ferry engaged as independent compensation consultant starting 2025; Aon served in 2024; Compensation Committee reports no consultant conflicts .
- Shareholder feedback: 2022 Say-on-Pay failed (For: 52.1M; Against: 86.9M), indicating prior shareholder concerns about executive pay—relevant to Compensation Committee’s responsiveness and governance rigor .
- RED FLAGS: None observed for Koch—no related party transactions; no interlocks; compliance with attendance; however, individual equity ownership remains <1%, which may be viewed as modest alignment compared to executive guideline frameworks (director-specific ownership guidelines not disclosed) .
Overall: Koch brings substantial film-industry governance and production experience to AMC’s board, contributes to key committees, and meets independence/attendance standards. No conflicts or related-party issues are disclosed, and company-level anti-hedging/pledging policies mitigate alignment risks; prior Say-on-Pay results underscore ongoing scrutiny of compensation oversight at the committee level .