Sonia Jain

About Sonia Jain

Sonia Jain, 46, is an independent director of AMC since March 2024. She is the Chief Financial Officer of Cars.com Inc. (current, and prior stints July 2020–April 2022), with prior CFO roles at Convoy Inc. (April–September 2022) and Redbox Automated Retail LLC (September 2016–June 2020). She holds a B.S. in Electrical Engineering from Princeton, an M.S. in Electrical Engineering and Computer Science from MIT, and an MBA from Harvard Business School . The Board classifies her as independent under NYSE rules .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Ms. Jain is independent under NYSE rules; she also qualifies as an “audit committee financial expert” .
• Committee leadership: Audit Committee Chair as of February 2025 (transitioned from prior chair, Kathleen Pawlus) .
• Attendance: In 2024, each then-serving director attended at least 75% of combined Board and committee meetings except Mr. Sussman; Jain attended the 2024 Annual Meeting of Stockholders (non-attendees listed did not include Jain) .
• Board leadership context: Combined Chair/CEO structure with a Lead Independent Director (Philip Lader) overseeing independent sessions and agendas .

Fixed Compensation

• Non-Employee Director Program (for 2024 service): $150,000 annual cash retainer; $50,000 additional for Lead Independent Director; committee cash retainers—Audit ($35,000 chair; $17,500 member), Compensation ($25,000 chair; $15,000 member), Nominating ($20,000 chair; $10,000 member). Cash retainers are paid quarterly and pro-rated for partial years .
• 2024 actual cash fees (Ms. Jain): $159,890 (pro-rated; includes Board and committee service) .

Performance Compensation

• Equity Grant Structure: Annual stock award with “calculation value” of $105,000, fully vested at grant, subject to a one-year holding requirement; grants pro-rated for first partial year of service; directors may elect to receive cash retainer in stock; shares determined by a 5-day average price prior to approval; 2024 EIP approved June 5, 2024; S-8 filed June 7, 2024; grant date June 10, 2024 (price references: $4.71 and $4.90 on the two grant dates) .
• 2024 stock awards (Ms. Jain): $89,848 grant-date fair value (ASC 718) .

Options: AMC does not currently grant stock options to directors or NEOs under its program; RSUs/PSUs are used for employees, not directors .

Other Directorships & Interlocks

Compensation Committee Interlocks: During 2024, the Compensation Committee had no relationships requiring related party disclosure; none of AMC’s executive officers served on boards/comp committees with reciprocal ties (Jain is not listed as a member of this committee) .

Expertise & Qualifications

• Financial expertise: Designated Audit Committee financial expert; extensive CFO experience at public companies .
• Education: Princeton (B.S. Electrical Engineering), MIT (M.S. EECS), Harvard Business School (MBA) .
• Skills: Board’s skills framework emphasizes accounting/finance, oversight of financial reporting, internal controls, and cybersecurity risk oversight under Audit mandate .

Equity Ownership

Policies:

• Anti-hedging and anti-pledging policies prohibit hedging instruments and pledging/margin use of AMC securities by directors and officers .

Governance Assessment

• Strengths: Independent director designated as Audit Committee financial expert, currently serving as Audit Chair; oversight of auditor independence and internal controls documented in Audit Committee Reports (2023/2024 10-K inclusion recommendations) . Attendance meets governance thresholds, and she attended the 2024 Annual Meeting .
• Alignment: One-year holding period on director equity; beneficial ownership increased to 53,284 shares by Oct 2025, supporting alignment though still <1% of outstanding shares .
• Conflicts/Related Parties: No related person transactions disclosed since Jan 1, 2024; Compensation Committee reported no interlocks or conflicts in 2024 .
• Risks/Red Flags: None disclosed for pledging/hedging; no legal proceedings or SEC investigations noted in available proxy sections; combined Chair/CEO mitigated by Lead Independent Director structure and executive sessions .

Director Compensation Mix (2024)

Committee Oversight Highlights

Attendance and Engagement

Independence and Committee Composition

Overall implication: Jain’s audit leadership and financial credentials bolster Board oversight quality amid a complex capital structure and volatile equity dynamics, with no disclosed conflicts or related-party exposure, and equity holding requirements that support shareholder alignment .