Sean Goodman
AMC ENTERTAINMENT HOLDINGSAbout Sean Goodman
Sean D. Goodman is Executive Vice President, International Operations, Chief Financial Officer, and Treasurer of AMC Entertainment Holdings. He joined AMC in December 2019, became CFO in February 2020, and assumed his current expanded role in January 2022; his responsibilities include international operations, information technology, and procurement . Goodman holds an MBA from Harvard Business School and a Bachelor of Business Science (with honors) from the University of Cape Town; he is also a CPA . During his tenure, AMC’s compensation “pay versus performance” data shows company TSR of 92.5 (2022), 15.76 (2023), and 10.25 (2024), with Net Loss of $(973.6)mm, $(396.6)mm, and $(352.6)mm and Adjusted EBITDA of $46.6mm, $454.3mm, and $343.9mm, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AMC Entertainment Holdings, Inc. | EVP, Finance | Dec 2019 – Feb 2020 | Supported transition into CFO role . |
| AMC Entertainment Holdings, Inc. | EVP & CFO | Feb 2020 – Jan 2022 | Led finance through pandemic recovery . |
| AMC Entertainment Holdings, Inc. | EVP, International Ops; CFO & Treasurer | Jan 2022 – Present | Oversees international operations, IT, procurement . |
| Asbury Automotive Group, Inc. (Fortune 500) | Chief Financial Officer | Jul 2017 – Nov 2019 | Led finance at national retailer . |
| Unifi, Inc. | Chief Financial Officer | Not disclosed | CFO experience in manufacturing . |
| Landis+Gyr AG | Chief Financial Officer | Not disclosed | CFO experience in energy metering . |
| The Home Depot, Inc. | Strategy & Finance roles | Not disclosed | Senior finance leadership at Fortune 20 retailer . |
| Morgan Stanley; Deloitte LLP | Investment banking; consulting/accounting | Not disclosed | Early-career finance and accounting foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Hycroft Mining, Inc. | Director (AMC representative) | Apr 2022 – Present | Board service concurrent with AMC role . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $800,000 | $800,000 | $840,385 |
| Target Bonus (% of Base) | 100% | 100% | 100% (AIP target $850,000) |
| Actual Cash Bonus ($) | $450,000 | $450,000 | $1,000,000 (discretionary) |
| Non-Equity Incentive (AIP) ($) | $1,600,000 | $1,600,000 | $1,241,000 |
| All Other Compensation ($) | $15,554 | $16,554 | $17,154 |
Notes:
- 2024 discretionary bonus of $100,000 was awarded for Goodman’s contributions to financial restructuring transactions that closed in July 2024 .
- 2024 base salary increased to $850,000 vs. $800,000 in 2023 (set level), even though salary paid was $840,385 due to timing .
Performance Compensation
Equity Awards Structure and Metrics
- AMC grants are split between time-vesting RSUs and performance-vesting PSUs; PSUs measure Adjusted EBITDA and Free Cash Flow (majority focus on Adjusted EBITDA) .
- 2024 grants were approved in February 2024, effective upon shareholder approval of the 2024 EIP in June 2024; grant size used a five-day average price ($4.75 calculation; $5.15 grant-date valuation) due to volatility and approval timing .
2024 Plan-Based Awards – Goodman
| Award | Approval Date | Grant Date | Shares (Target) | Shares (Threshold/Max) | Grant Date FV ($) |
|---|---|---|---|---|---|
| AIP—Company | N/A | N/A | $850,000 target | $425,000 / $1,700,000 | N/A |
| 2024 RSU | 2/22/2024 | 6/5/2024 | 210,527 | — | $1,084,214 |
| 2024 PSU | 2/22/2024 | 6/5/2024 | 70,175 | 35,088 / 140,350 | $361,401 (probable) |
| 2023 PSU (modification) | 2/22/2024 | 2/22/2024 | 10,274 | 5,137 / 20,548 | $45,411 (probable) |
| 2022 PSU (modification) | 2/22/2024 | 2/22/2024 | 3,775 | 1,888 / 7,550 | $16,686 (probable) |
2024 Vesting Activity – Goodman
| Award | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| EIP—RSU (Jan 2, 2024, $6.11/share) | 27,553 | $168,349 |
| EIP—PSU (Feb 22, 2024, $4.42/share) | 55,108 | $243,577 |
AIP Metrics and Payouts (Company Component)
| Year | CFO AIP Target (% of Base) | Company Component Allocation | Company Achievement | CFO AIP Earned ($) |
|---|---|---|---|---|
| 2022 | 100% | 100% | 200% (max) | $1,600,000 |
| 2023 | 100% | 100% | 200% (max) | $1,600,000 |
| 2024 | 100% | Company-only | Not disclosed | $1,241,000 |
Program notes:
- AIP is based on industry-indexed consolidated Adjusted EBITDA, reflecting domestic box office and international attendance; 2023 attainment led to a capped 200% company payout .
- In 2024, the Compensation Committee modified pre-established 2023 PSU performance targets to reflect strike-driven industry underperformance, vesting at maximum levels across tranche-year adjustments .
Equity Ownership & Alignment
Beneficial Ownership
| Date (as of) | Common Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Sep 25, 2023 | 28,285 | <1% |
| Apr 11, 2024 | 72,543 | <1% |
| Oct 13, 2025 | 194,820 | <1% |
Outstanding Equity Awards (as of Dec 31, 2024)
| Award | Shares Unvested (#) | Market/Payout Value ($) |
|---|---|---|
| 2022 RSU | 3,779 | $15,040 |
| 2022 PSU—Adj. EBITDA (Tranche III) | 4,530 | $18,029 |
| 2022 PSU—FCF (Tranche III) | 3,020 | $12,020 |
| 2023 RSU | 20,546 | $81,773 |
| 2023 PSU—Adj. EBITDA (Tranche II) | 12,328 | $49,065 |
| 2023 PSU—FCF (Tranche II) | 8,220 | $32,716 |
| 2024 RSU | 210,527 | $837,897 |
| 2024 PSU—Adj. EBITDA (Tranche I) | 84,210 | $335,156 |
| 2024 PSU—FCF (Tranche I) | 56,140 | $223,437 |
Ownership policies:
- Executive stock ownership guideline: CFO must hold 6x base salary; unvested RSUs/PSUs at target count towards compliance, with a five-year grace/cure period; as of year-end 2024, all NEOs remained within grace period . Anti-hedging and anti-pledging policies prohibit hedging and pledging AMC securities .
Employment Terms
- Employment Agreement: Effective Dec 2, 2019; two-year term with automatic one-year extensions; base salary subject to annual review (increases only); target bonus determined by Board/Comp Committee .
- Retention Bonus: Special cash retention bonus approved March 19, 2021—paid $450,000 (Mar 17, 2022), $450,000 (Mar 17, 2023), and $900,000 (Mar 17, 2024), conditioned on continued employment .
- Severance: If terminated without Cause or for Good Reason, cash severance equal to one year of base salary (no AIP cash or equity acceleration under ordinary termination) .
- Change of Control: Company policy provides automatic acceleration of unvested RSU/PSU awards upon a Change in Control; PSUs accelerate at higher of target or actual attainment .
- Clawback: Executive Compensation Clawback Policy (effective Oct 2, 2023) requires reimbursement/forfeiture of excess incentive comp upon an accounting restatement; awards and agreements include recoupment/forfeiture triggers (e.g., misconduct, inaccurate financials) .
- Confidentiality; “Cause” and “Good Reason”: Agreements define Cause (e.g., felony, misconduct, willful failure, policy breach) and Good Reason (e.g., material pay/duty/location changes; company breach) .
Potential Payments (Illustrative, as of specified dates)
| Scenario (as of Dec 31) | Year | Base ($) | AIP ($) | Unvested Equity ($) | Total ($) |
|---|---|---|---|---|---|
| Change of Control | 2023 | $800,000 | — | $2,432,172 | $3,232,172 |
| Change of Control | 2024 | $850,000 | — | $1,869,406 | $2,719,406 |
| Termination w/ Good Reason | 2023 | $800,000 | — | — | $800,000 |
| Termination w/o Cause | 2023 | $800,000 | — | — | $800,000 |
Compensation Committee Analysis and Peer Group
- Governance practices include prohibition on option repricing, no evergreen, dividend equivalents only on vesting, and clawback provisions embedded in the 2024 Plan .
- 2024 peer group (20 companies) used for compensation benchmarking includes AMC Networks, Cinemark, IMAX, Live Nation, Marriott, Roku, Royal Caribbean, Warner Bros. Discovery, Wyndham, among others; consultant transition from Aon to Korn Ferry for 2025 .
Investment Implications
- Alignment: Goodman’s package is heavily performance-linked via AIP (company-only component for CFO) and PSUs tied to Adjusted EBITDA and Free Cash Flow, with RSUs providing retention; 2022–2023 AIP capped at maximum company payout due to strong Adjusted EBITDA relative to industry benchmarks .
- Retention Risk: The 2021–2024 retention bonuses have fully paid out, removing a near-term retention lever; however, significant unvested RSUs/PSUs (particularly 2024 awards) continue to anchor multi-year retention .
- Equity Ownership: Beneficial ownership remains <1% of outstanding shares; guidelines permit counting unvested RSUs/PSUs and impose a five-year compliance window, supporting alignment without pledging risk (pledging prohibited) .
- Change-of-Control Economics: Single-trigger equity acceleration on Change in Control can incentivize deal support but may be viewed as less shareholder-friendly; cash severance is conservative (one year salary), limiting pay-for-failure concerns .
- Performance Track Record: Company Adjusted EBITDA improved materially in 2023 vs. 2022 and remained positive in 2024, though TSR decelerated; compensation decisions (e.g., 2023 PSU target modifications due to strikes) introduced discretion, which warrants monitoring for pay-for-performance consistency in volatile industry conditions .