Kathleen Pawlus
AMC ENTERTAINMENT HOLDINGSAbout Kathleen M. Pawlus
Kathleen M. Pawlus, 65, has served as an independent director of AMC since December 2014 and will retire at the date of the 2025 Annual Meeting, not standing for re-election. She is a retired Ernst & Young (EY) partner who served as Global Assurance CFO and COO (2012–2014), and earlier as EY’s Americas Vice Chair & CFO and US Firm Vice Chair & CFO (2006–2012); she holds a BS from Indiana University and was a CPA from 1982–2021. She qualifies as an Audit Committee financial expert and is independent under NYSE and Exchange Act rules; she joined Kenvue Inc.’s board in August 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young (EY) | Global Assurance CFO & COO | 2012–2014 | Led the largest EY service line covering audit, fraud/investigation, climate/sustainability, and FAAS |
| Ernst & Young (EY) | Americas Vice Chair & CFO; Global PBFA Function Leader; US Firm Vice Chair & CFO | 2006–2012 | Responsible for finance, IT ops, treasury, purchasing, facilities; served on EY’s U.S. Executive Board |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kenvue Inc. | Director | Aug 2024–present | Not disclosed |
Board Governance
- Committee assignments and chair roles: Audit Committee member and Compensation Committee member; she served as Audit Committee chair until February 2025 when the chair role transitioned to Sonia Jain. The Board designated her as an Audit Committee financial expert; Audit Committee members are independent and financially literate per NYSE rules.
- Independence and engagement: The Board determined Ms. Pawlus is independent; she served on the Audit and Compensation Committees during 2024.
- Meeting cadence and attendance: In 2024, the Board held nine meetings; each then-serving director attended at least 75% of combined Board and applicable committee meetings except Mr. Sussman. All directors except Ms. Clark, Mr. Locke, Mr. Saich, and Mr. Sussman attended the 2024 Annual Meeting (implying Ms. Pawlus attended). Committee meetings held in 2024: Audit 6, Compensation 5, Nominating 4.
- Board leadership: CEO also serves as Chair; Lead Independent Director (Philip Lader) presides over executive sessions and liaises with management; executive sessions of non-management directors occur at least annually.
Fixed Compensation
| Component (USD) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $200,000 | $220,000 |
| Stock Awards (Grant-Date Fair Value) | $109,274 | $104,119 |
| Total | $309,274 | $324,119 |
- Program terms (non-employee director compensation): Annual cash retainer $150,000; annual stock award with calculation value $105,000 (one-year holding requirement); Lead Independent Director $50,000; committee fees: Audit chair $35,000/member $17,500; Compensation chair $25,000/member $15,000; Nominating chair $20,000/member $10,000. Stock awards are fully vested at grant, pro-rated for first partial year; directors may elect to receive cash retainer in stock; awards must be retained until the earlier of one year or departure.
- 2024 stock award grant dates and pricing basis: Annual director stock awards granted June 10, 2024 (most directors) and September 12, 2024 (pro-rated awards); ASC 718 fair values used closing prices of $4.71 (June 10) and $4.90 (Sep 12), while calculation values used five-day average prices of $4.75, $4.60, and $4.92 for approval dates; Ms. Pawlus received her annual award on June 10, 2024.
Performance Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Performance metrics tied to director pay (e.g., TSR, EBITDA, ESG) | None disclosed for directors | None disclosed for directors |
| Options/PSUs for directors | Not granted; director stock awards are fully vested at grant with holding period | Not granted; director stock awards are fully vested at grant with holding period |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Kenvue Inc. | Director | No AMC-related party transactions reported since Jan 1, 2024; Compensation Committee reported no interlocks or insider participation in 2024. |
Expertise & Qualifications
- Audit Committee financial expert; independent and financially literate per NYSE and Rule 10A-3.
- 30+ years in financial, accounting, operational management; senior leadership across EY’s Assurance practice and firm-wide finance/IT/treasury.
- CPA (1982–2021); BS, Indiana University.
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (Common Stock) | 64,039 shares; <1% of outstanding shares |
| Vested vs. unvested | Director awards fully vested at grant; no unvested director awards disclosed |
| Hedging/Pledging | Prohibited for directors/officers under Insider Trading Policy |
| Ownership guidelines | Executive ownership guidelines exist (multiples of salary); for directors, stock awards have a one-year holding requirement; no director-specific multiple disclosed |
Governance Assessment
- Strengths: Deep finance/audit background; designated Audit Committee financial expert; multi-year service and committee leadership history; independence affirmed; consistent attendance (met 75% threshold in 2024) and attendance at 2024 Annual Meeting; anti-hedging/pledging policy supports alignment.
- Compensation mix: Balanced cash/equity consistent with program; 2024 cash rose to $220k from $200k in 2023, equity fair value modestly lower ($104k vs $109k), keeping total near ~$324k; mix signals standard board pay without performance-conditioned elements.
- Potential conflicts: Retired EY partner while EY provided pre-approved audit services in 2024; Board assessed her independence and Audit Committee compliance with Rule 10A-3; no related party transactions reported since Jan 1, 2024—reducing conflict risk.
- Transition risk: She will retire at the 2025 Annual Meeting; Audit Committee chair duties already transitioned to Sonia Jain in February 2025—continuity appears managed.
RED FLAGS: None disclosed specific to Ms. Pawlus (no related-party transactions; hedging/pledging prohibited; Section 16(a) late filings in 2024 applied to executive officers due to an administrative error, not directors).