Christopher Cox

About Christopher J. Cox

Christopher J. Cox, 61, has served on AMC Networks’ Board since July 2024. He is founder and principal of Cox ADR LLC, and previously was a partner at Hogan Lovells (Apr 2019–Jan 2024) and at Weil, Gotshal & Manges (joined as associate in 1997), with deep credentials in dispute resolution and complex litigation. He is a member of the ABA Dispute Resolution Section, co-chairs the Client Representation Committee, and sits on the Arbitration and Mediation Committees. Cox is the brother‑in‑law of CEO Kristin Dolan and Chairman James L. Dolan, a salient governance linkage given AMCX’s controlled company structure .

Past Roles

External Roles

Board Governance

• Election and tenure: Class B stockholders elected Cox for a one‑year term at the June 5, 2025 annual meeting (114,844,080 For; no Withholds/Non‑Votes) . Director since July 2024 .
• Independence: Board is 54% independent overall; Cox is related to controlling family members and is not identified as an “independent director” under NASDAQ in the proxy .
• Committee assignments and chair roles: None listed for Cox; AMCX has two standing committees—Audit (Vogel, Chair; Tow; Perelman) and Compensation (Tow, Chair; Tese) .
• Attendance and engagement: The Board met six times in 2024; each director attended ≥75% of Board and applicable committee meetings; all 13 director nominees attended the 2024 annual meeting. Independent directors hold executive sessions at least twice per year .

Fixed Compensation

Performance Compensation

• RSUs held at year‑end: 12,968 units as of Dec 31, 2024 for Cox .
• Clawbacks: NASDAQ‑mandated clawback policy applies to incentive‑based compensation for executive officers (effective Dec 1, 2023) . Equity award agreements provide the Company the ability to claw back fair market value of equity awards in the event of restrictive covenant breaches (time‑based awards included) . The proxy does not specify whether non‑employee director RSUs are covered by the NASDAQ clawback policy .

Other Directorships & Interlocks

• Family/interlocks: Cox is brother‑in‑law of CEO Kristin Dolan and Chairman James L. Dolan . AMCX acknowledges overlapping directors/officers and commercial relationships with MSG Sports, Sphere Entertainment, and MSG Entertainment; the Board has renounced rights to certain corporate opportunities and validates intercompany arrangements, governed by special approval processes .
• Related‑party approval: Transactions with related persons (> $120,000) reviewed by an Independent Committee; additional oversight for any transaction > $1,000,000 with MSG affiliates; quarterly updates to Audit Committee .

Expertise & Qualifications

• ADR/legal: Founder of Cox ADR LLC; decades of complex litigation experience (Weil; Hogan Lovells) .
• Professional leadership: ABA Dispute Resolution Section leadership roles (Client Representation Committee co‑chair; Arbitration and Mediation Committees) .
• Board rationale: Nominated based on ADR experience and legal background; unanimous recommendation of Class B directors .

Equity Ownership

• Vested RSUs counts among directors include Cox: 12,968 vested RSUs deliverable after service ends .
• RSU settlement mechanics: Director RSUs vest on grant and settle 90 days after Board service cessation .

Governance Assessment

• Positive signals:

  • Legal/ADR expertise supports oversight of disputes and related‑party governance complexities .
  • Formal independent‑committee policies for related‑party transactions; quarterly Audit Committee reporting .
  • Board self‑assessment and recurring independent executive sessions .
  • Clear director compensation structure with modest cash retainer and equity settled post‑service, aligning with long‑term stewardship .

• Concerns/RED FLAGS:

  • Independence: Cox is a Class B director with close family ties to controlling stockholders; not identified as NASDAQ‑independent, potentially limiting neutral oversight on intercompany matters .
  • Controlled company and dual‑class voting: Class B holders (Dolan group) elect eight directors and wield outsized combined voting power; Cox’s election by Class B voters was unanimous, underscoring concentrated control dynamics .
  • Corporate opportunity renunciation and overlapping boards could create perceived or actual conflicts; while mitigated via special policies, investors may discount governance quality due to structural risks .
  • Ownership alignment: Cox’s beneficial stake is small (12,968 Class A via vested RSUs; <1%), limiting financial alignment with minority shareholders .

• Shareholder feedback context:

  • 2025 say‑on‑pay advisory vote passed (123,732,529 For; 11,195,582 Against; 170,843 Abstain; 7,705,885 broker non‑votes), indicating overall support for compensation program despite governance structure concerns .
  • 2024 vote showed more Withholds than For for Class A Director Leonard Tow; Board attributed opposition primarily to controlled company governance structure, not individual performance—a signal of ongoing shareholder governance friction .

Appendix: Director Compensation Detail (2024)

Notes:

• Cox RSU grant: 12,968 units on Jul 15, 2024 at $10.10 closing price; grant‑date fair value $130,977 (FASB ASC 718) .
• Program terms: Annual equity retainer $135,000 RSUs vest on grant; settle 90 days post‑service . Meeting fee $2,000; annual retainer $70,000; committee member $25,000; chair $35,000 .