Keri Putnam - Director | AMC ENTERTAINMENT HOLDINGS (AMC) Executive Profile & Compensation

About Keri Putnam

Keri S. Putnam (age 60) has served as an independent director of AMC since January 2023. She is a film and television producer and former CEO of the Sundance Institute (April 2010–September 2021), with prior executive roles as President of Production at Miramax (Walt Disney Company) and Executive Vice President at HBO Films. She founded Putnam Pictures in 2022; holds a B.A. in Theatre History and Literature from Harvard College; and is a member of AMPAS and BAFTA North America, with academic affiliations at Cornell and the Harvard Kennedy School’s Shorenstein Center .

Past Roles

Organization	Role	Tenure	Notes
Sundance Institute	Chief Executive Officer	Apr 2010 – Sep 2021	Led prominent nonprofit in independent film
Miramax (Walt Disney Company)	President of Production	Not disclosed	Senior production executive
HBO Films	Executive Vice President	Not disclosed	Senior film executive role
Putnam Pictures	Founder (Producer)	Founded 2022	Produces film/TV content

External Roles

Organization	Role	Tenure/Status	Committees/Impact
PICTURESTART	Independent Board Observer	Private company	Observer role (no voting)
New Public (not-for-profit)	Board Chair	Ongoing	Governance leadership
TOPIC Studios / First Look Media	Advisory Board Member	Ongoing	Strategic advisory
ReFrame	Co-founder	Ongoing	Industry initiative advancing women
AMPAS; BAFTA North America	Member	Ongoing	Industry recognition
Cornell University	A.D. White Professor-at-Large	Ongoing	Academic engagement
Harvard Kennedy School—Shorenstein Center	2023–2024 Fellow; Advisory Board (current)	Ongoing	Media/democracy scholarship

Board Governance

Independence: AMC’s Board determined Ms. Putnam is independent under NYSE rules; 10 of 11 directors are independent .
Committee assignments (2024): Audit Committee (Member); Nominating & Corporate Governance Committee (Member) .
Chairs: Audit Chair—Sonia Jain; Nominating & Corporate Governance Chair—Denise M. Clark; Compensation Chair—Anthony J. Saich .
Attendance: Board held 9 meetings in 2024; all directors met ≥75% attendance except Mr. Sussman, implying Ms. Putnam met the attendance threshold .
Executive sessions: Non-management directors meet in executive session at least annually; Lead Independent Director presides .

Committee	Role	Chair?
Audit	Member	No
Nominating & Corporate Governance	Member	No (Chair is Denise Clark)

Fixed Compensation

Program structure for non-employee directors:
- Annual cash retainer: $150,000
- Annual stock award: $105,000 calculation value; fully vested at grant; one-year holding requirement
- Lead Independent Director retainer: $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
- 2024 director stock grant date: June 10, 2024 (following 2024 EIP approval and Form S-8 filing); compensation fair values based on closing prices $4.71 (Jun 10) and $4.90 (Sep 12); calculation prices $4.75 (Feb 22), $4.60 (Mar 1), $4.92 (Sep 12) .

Component	Amount ($)	Details
Fees Earned or Paid in Cash	$177,500	Base retainer + committee retainers
Stock Awards (Grant-Date Fair Value)	$104,119	Granted June 10, 2024; fully vested; one-year hold
Total	$281,619	2024 compensation as reported

Performance Compensation

Condition/Metric	Disclosure
Performance conditions on director equity	None disclosed; director stock awards are fully vested at grant; one-year holding requirement
Options for directors	Not mentioned in director program; program specifies stock awards; no options detailed for directors

Other Directorships & Interlocks

Company/Institution	Type	Role	Notes
PICTURESTART	Private	Independent Board Observer	No committee roles disclosed
New Public	Non-profit	Board Chair	Governance leadership
TOPIC Studios / First Look Media	Private	Advisory Board	Strategic advisory
ReFrame	Initiative	Co-founder	Industry advocacy
Public company boards	—	—	None disclosed

Expertise & Qualifications

Deep content and production expertise (independent film distribution, content creation) and leadership in arts/media organizations .
Strategic advisory experience to startups and media companies; recognized industry member (AMPAS, BAFTA) .
Academic and policy engagement (Cornell Professor-at-Large; Shorenstein Fellow/Advisory Board) enhancing governance perspective on media/public policy .

Equity Ownership

Holder	Shares Beneficially Owned	% of Outstanding	Pledging/Hedging
Keri S. Putnam	59,304	<1%	Company policy prohibits hedging and pledging by directors/officers ; no pledges disclosed for Putnam

Governance Assessment

Board effectiveness: Independent status, active service on Audit and Nominating & Governance committees, and meeting attendance threshold support investor confidence in governance rigor .
Compensation alignment: Balanced director pay (cash retainer + modest equity grant) with one-year holding requirement; no performance pay constructs for directors minimize misaligned incentives .
Conflicts/related-party risk: Company reports no related-person transactions since January 1, 2024; Compensation Committee disclosed no interlocks or insider participation issues in 2024 .
Insider reporting: Section 16(a) compliance was timely for directors in 2024; an administrative late Form 4 was noted for executive officers (not directors) on Jan 10, 2024 .
Governance signals: AMC proposed board declassification and enhanced stockholder rights (written consent and special meeting rights), indicating responsiveness to investor feedback and stronger accountability mechanisms .

RED FLAGS

None disclosed specific to Ms. Putnam: no related-party transactions, no pledging, no attendance concerns; director pay appears standard for AMC with no excessive guarantees or option repricing .