Philip Lader
AMC ENTERTAINMENT HOLDINGSAbout Philip Lader
Philip Lader, 79, has served on AMC Entertainment Holdings, Inc.’s Board since June 2019 and has been the Lead Independent Director since July 2021, bringing extensive experience from business, government, and law . He is independent under NYSE rules and attended at least 75% of Board and committee meetings in 2024; he also attended the 2024 Annual Meeting . His background includes service as U.S. Ambassador to the Court of St. James’s, Chairperson of WPP plc, and senior U.S. government roles (SBA Administrator, White House Deputy Chief of Staff, OMB Deputy Director) . His education includes Duke, Michigan, Oxford, and Harvard Law School, with numerous honorary doctorates and fellowships .
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| U.S. Government | U.S. Ambassador to the Court of St. James’s; SBA Administrator; White House Deputy Chief of Staff; Assistant to the President; OMB Deputy Director | Prior public service (various roles) | Senior executive leadership in policy and administration |
| WPP plc | Chairperson | Prior | Led board of major global marketing company |
| Sir James Goldsmith’s U.S. holdings | Executive Vice President | Prior | Corporate leadership |
| Sea Pines Company | President | Prior | Operating leadership |
| RAND Corporation | Trustee and Investment Committee Chairperson | Prior | Oversight of investment governance |
| Nelson Mullins Riley & Scarborough LLP | Partner emeritus | Current status noted as partner emeritus | Legal advisory experience |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Morgan Stanley Institutional Securities | Senior Advisor | Current |
| Morgan Stanley Global Infrastructure and Real Estate Funds | Investment committees member | Current |
| Council on Foreign Relations | Member | Current |
| Several privately held companies; multiple foundations | Board member | Current |
| Public/other institutions (current or prior): Lloyd’s of London; Marathon Oil; AES; WPP plc; Songbird (Canary Wharf); Rusal Corporations; British Museum; American Red Cross; Smithsonian Museum of American History; St. Paul’s Cathedral Foundation; Atlantic Council; several banks and universities | Director/Trustee roles | Current or prior (as disclosed) |
Board Governance
- Lead Independent Director with defined responsibilities (convenes and chairs executive sessions, liaison to management, helps set agendas, available to stockholders) .
- Independence: Board determined Lader is independent; AMC’s Board had 10 independent directors in 2024 .
- Committee assignments (2024/2025): Member, Compensation Committee; previously served on Audit Committee until February 2025 when its size was reduced; not on Nominating & Corporate Governance Committee .
- Attendance: All then-serving directors met ≥75% attendance in 2024 except Mr. Sussman; Lader attended the 2024 Annual Meeting (in-person attendance encouraged) .
- Committee activity levels in 2024: Audit (6 meetings), Compensation (5), Nominating & Governance (4) .
Governance developments relevant to investor rights (Board-wide context during his tenure as Lead Independent Director):
- Board proposed declassification (annual elections), elimination of the prohibition on stockholder action by written consent, and enabling stockholder-called special meetings (with a 20% threshold), each recommended FOR by the Board .
Fixed Compensation (Director)
Program terms and Lader’s 2024 actuals:
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $150,000 | Paid quarterly; pro-rated for partial year |
| Lead Independent Director retainer | $50,000 | Annual cash retainer |
| Committee retainers – Audit | Chair: $35,000; Member: $17,500 | Lader previously on Audit through Feb 2025 |
| Committee retainers – Compensation | Chair: $25,000; Member: $15,000 | Lader is a member |
| Committee retainers – Nominating & Gov. | Chair: $20,000; Member: $10,000 | Not a member |
| Lader – 2024 “Fees Earned or Paid in Cash” | $252,500 | Includes Board retainer, LID retainer, and applicable committee fees |
Performance Compensation (Director)
- Annual stock award: Target $105,000 calculation value; fully vested at grant with a one-year holding requirement; directors may elect to take cash retainers in stock .
- 2024 grant mechanics: Grants generally approved Feb 22, 2024 (subject to 2024 EIP approval) with grant date June 10, 2024; compensation table reflects grant date fair value using closing price on grant date; for 2024, the closing price for grants was $4.71 on June 10, 2024 (and $4.90 on Sep 12, 2024 for later grants) .
- Lader – 2024 “Stock Awards” grant date fair value: $104,119 .
Performance metric table (directors): Not applicable—director equity awards are time-based and fully vested at grant, subject to a one-year holding requirement; no director performance metrics disclosed .
Director Compensation (2024 actuals)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Philip Lader | 252,500 | 104,119 | 356,619 |
Program references: cash and equity elements and committee fee schedule as disclosed above .
Other Directorships & Interlocks
| Organization | Role | Public/Institutional | Status (as disclosed) |
|---|---|---|---|
| Marathon Oil | Director | Public | Current or prior (as disclosed) |
| AES | Director | Public | Current or prior (as disclosed) |
| WPP plc | Chairperson; Director | Public | Prior chair; current or prior directorship (as disclosed) |
| Lloyd’s of London | Board role | Institutional/Market | Current or prior (as disclosed) |
| Songbird (Canary Wharf) | Director | Public (UK) | Current or prior (as disclosed) |
| Rusal Corporations | Director | Public (international) | Current or prior (as disclosed) |
| British Museum; American Red Cross; Smithsonian Museum of American History; St. Paul’s Cathedral Foundation; Atlantic Council | Trustee/Board roles | Institutional/Non-profit | Current or prior (as disclosed) |
| Council on Foreign Relations | Member | Institutional | Current |
| Several privately held companies | Board member | Private | Current |
Note: The proxy lists these as “currently or previously” served; it does not specify current public-company directorships beyond this phrasing .
Expertise & Qualifications
- Senior government leadership; international/trans-Atlantic relations; chair experience of a FTSE-listed multinational (WPP plc) .
- Legal and advisory expertise (partner emeritus at Nelson Mullins; Senior Advisor to Morgan Stanley Institutional Securities) .
- Extensive board governance across corporates, institutions, and investment committees (including Morgan Stanley Global Infrastructure and Real Estate Funds) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Philip Lader | 92,544 | <1% |
- Anti-hedging and anti-pledging policies are in place at AMC; directors are covered by the Insider Trading Policy .
- No related person transactions since January 1, 2024 were disclosed (applies across directors/executives) .
- Section 16 filings were timely in 2024 for directors and 10% holders (executives filed one late Form 4 due to an administrative error on Jan 10, 2024) .
Governance Assessment
- Strengths: Independent Lead Director with clear responsibilities; independent status; service on key committees (Compensation; prior Audit) supports oversight of pay and financial reporting; attendance at or above required threshold; attendance at the 2024 Annual Meeting .
- Shareholder-rights posture: The Board (during Lader’s tenure as Lead Independent Director) advanced proposals to declassify the Board, allow stockholder action by written consent, and permit stockholder-called special meetings (20% threshold)—all recommended FOR—aligning with governance best practices favored by many institutions .
- Alignment: Director equity grants are fully vested at grant but subject to a one-year hold; Lader beneficially owns 92,544 shares; anti-hedging/anti-pledging policies apply—positive for alignment .
- Compensation governance: Compensation Committee is independent and used an independent consultant (Aon in 2024; Korn Ferry engaged for 2025); compensation risk review found no material risks in 2024—indicative of pay governance rigor .
- Conflicts/related parties: Lader is a Senior Advisor to Morgan Stanley Institutional Securities; AMC disclosed no related person transactions since Jan 1, 2024, and an Audit Committee-administered policy governs related-party approvals—no disclosed conflicts with AMC .
RED FLAGS: None disclosed—no related-party transactions, independence affirmed, attendance thresholds met, and anti-hedging/pledging policies in place .