Kristin Dolan
AMC NetworksAbout Kristin Dolan
Kristin A. Dolan is Chief Executive Officer of AMC Networks (AMCX) since February 27, 2023 and is age 59; she previously served on AMCX’s board (2011–March 2023) and held senior operating roles at Cablevision and as founder/CEO of 605, LLC, an audience measurement firm sold to iSpot.tv in September 2023 . Under a renewed employment agreement effective October 9, 2025 through December 31, 2028, her minimum base salary is $2.0M (rising to $2.1M on April 1, 2026) with an annual target bonus of not less than 200% of actual salary paid; expected annual target LTI is not less than $8.0M starting with 2026 awards . Pay-for-performance context: the company-selected metric in Pay vs Performance disclosures is Adjusted Operating Income (AOI); 2024 TSR implied value of a $100 investment was $25.06 (vs $47.57 in 2023), with 2024 GAAP net loss of $226.5M and AOI of $562.6M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AMC Networks | Director | 2011–Mar 2023 | Governance continuity; deep knowledge of AMCX businesses |
| 605, LLC | Founder & CEO; later Non-Executive Chair | 2016–Feb 2023; Chair until Sep 2023 | Built data/measurement capability later sold to iSpot.tv, informing AMCX data strategy |
| Cablevision | Chief Operating Officer | Apr 2014–Jun 2016 | Led operations through sale of Cablevision |
| Cablevision | President, Optimum Services | Apr 2013–Apr 2014 | Product/customer operations leadership |
| Cablevision | SEVP, Product Mgmt & Marketing | Nov 2011–Apr 2013 | Drove product/marketing strategy |
| Cablevision | Senior Vice President | 2003–2011 | Various senior operating roles |
External Roles
| Organization | Role | Years |
|---|---|---|
| Sphere Entertainment | Director | Current |
| The Wendy’s Company | Director | Since 2017 – current |
Fixed Compensation
| Component | Terms | Source |
|---|---|---|
| Base Salary (current agreement) | Minimum $2,000,000 through Mar 31, 2026; increases to $2,100,000 on Apr 1, 2026 | |
| Annual Target Bonus | Not less than 200% of actual salary dollars paid during the year | |
| Prior Agreement (effective Feb 27, 2023) | Minimum base salary $2,000,000; target bonus 200% of base salary | |
| Sign-on Cash (2025 renewal) | One-time $150,000 signing bonus |
Performance Compensation
Long-Term Incentive Targets
| Cycle | Target LTI Value | Structure | Source |
|---|---|---|---|
| 2023–2025 (per 2023 CEO agreement) | Not less than $3,750,000 annually | Cash and/or equity awards at Comp Committee discretion | |
| 2026+ (per 2025 renewal) | Not less than $8,000,000 annually | Cash and/or equity awards; continued participation in LTI programs |
Special Equity Award (RSUs) — Granted 2023
| Grant | Target Value | Vesting | CIC Treatment | Source |
|---|---|---|---|---|
| CEO Special Equity Award (RSUs) | $6,000,000 | 1/3 on Feb 27, 2024; 1/3 on Feb 27, 2025; 1/3 on Feb 27, 2026 (continued employment required) | Unvested portion vests immediately upon change in control |
Special Cash Performance Award — Granted Oct 9, 2025
| Feature | Terms | Source |
|---|---|---|
| Target Value | $3,000,000 | |
| Performance Period / Vesting | Vests on Dec 31, 2028 (agreement “Expiration Date”) | |
| Stock Price Hurdles | AMC Networks Class A stock price hurdles from $9.50 to $17.50, each maintained for 30 consecutive days; payout 25%–150% of target | |
| CIC/Going-Private Treatment | Any portion with hurdle met (or deemed met based on transaction price) vests upon consummation; detailed timing and Section 409A mechanics addressed (including Rabbi Trust and SOFR-based interest if deferred) | |
| Termination Provisions | If terminated by AMCX without cause, by Dolan for good reason, retirement (after year 2), death or disability (and no cause exists), service condition ceases; award remains outstanding and eligible to vest upon price hurdle achievement by Expiration Date |
Company-selected performance measure used in SEC Pay vs Performance table: Adjusted Operating Income (AOI) .
Equity Ownership & Alignment
| Metric | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Class A equivalent) | 2,401,752 shares | Includes 245,620 Class A shares and 2,156,132 Class A shares issuable upon conversion of Class B; ≈7.1% of Class A outstanding |
| Unvested RSUs (beneficial ownership footnote) | 556,790 units | Held by Kristin A. Dolan |
| Director/Separation RSUs | 31,272 units | RSUs that settle 90 days post-separation (Kristin) |
| Family Voting Control | ≈79% of aggregate voting power (Class A + Class B) held by Dolan family/trusts | Enhances influence over governance and strategic actions |
- Related party history: 605, LLC provided strategy/analytics under a Statement of Work; AMCX paid $10.5M in fees for Aug 1, 2022–Jun 30, 2023; 605 sold to iSpot.tv on Sep 13, 2023; Kristin and James Dolan now hold a minority interest in iSpot.tv (605 no longer treated as related party thereafter) .
- Family relationships on the board: numerous Dolan family members (e.g., Christopher Cox appointed Class B director in July 2024; he is Kristin Dolan’s brother-in-law) .
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Effective/Term | Employment Agreement effective Oct 9, 2025; term through Dec 31, 2028 | |
| Severance (without cause / good reason) | Minimum cash severance of 2x (base salary + target bonus); pro‑rated bonus for year of termination and unpaid prior‑year bonus; immediate vesting of outstanding long‑term cash awards (other than 2025 Special Cash Performance Award); time-based RSU restrictions eliminated (subject to performance criteria where applicable); options/SARs continue to vest per original schedules | |
| Death/Disability | Similar benefits; equity and cash incentive awards (other than 2025 Special Cash Performance Award) vest and pay in full; if performance criteria not completed, pays at target; if completed, pays consistent with similarly‑situated executives | |
| Retirement | If on/after second anniversary of 2025 Effective Date, certain awards continue vesting on original schedules (excluding the 2025 Special Cash Performance Award) | |
| Non‑compete | One-year post‑termination non‑compete if termination before Expiration Date | |
| 280G (Excise Tax) | “Best net” cutback—pay the full amount or cap below excise tax threshold, whichever yields greater after‑tax proceeds (no gross‑up) | |
| Aircraft Usage | Side letter referenced regarding aircraft usage |
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Total Shareholder Return ($ value of $100) | $47.57 | $25.06 |
| Net Income (000s) | $215,464 | $(226,546) |
| Adjusted Operating Income (AOI) (000s) | $670,104 | $562,573 |
Compensation Structure Analysis
- Upward shift in at-risk long-term pay: LTI target rises from ≥$3.75M under 2023 agreement to ≥$8.0M beginning with 2026 awards, increasing leverage to multi‑year performance and equity programs .
- Introduction of stock‑price‑hurdle award: 2025 Special Cash Performance Award pays 25%–150% at Dec 31, 2028 contingent on sustained stock price hurdles ($9.50–$17.50 for 30 days), aligning CEO incentives directly to equity value creation; features single‑trigger vesting in a going‑private or change‑of‑control event based on transaction price .
- Special RSU award with single‑trigger CIC acceleration: 2023 $6M RSU award vests in equal thirds through Feb 27, 2026, with immediate vesting upon a change in control—potentially shareholder‑unfriendly if triggered absent termination (single trigger) .
- Severance design emphasizes continued equity participation: broad continuation/acceleration mechanics for cash and equity (excluding the 2025 Special Cash Performance Award), plus 2x cash severance floor and one‑year non‑compete, supporting retention .
Vesting Schedules and Insider Selling Pressure
| Award | Key Dates / Conditions | Potential Pressure Windows |
|---|---|---|
| 2023 Special RSUs ($6M) | Final 1/3 scheduled to vest on Feb 27, 2026 (if employed) | Potential incremental supply around vesting dates, subject to 10b5‑1 plans/blackouts |
| 2025 Special Cash Performance Award | Vests Dec 31, 2028 contingent on stock price hurdles (25–150% payout) | Cash-based (no direct share issuance), but encourages focus on sustained equity price performance |
Equity Ownership & Pledging/Hedging
- Beneficial ownership indicates material exposure to AMCX equity (2.40M Class A equivalents; ≈7.1% of Class A outstanding), plus unvested RSUs; Schedule 13D/A footnotes do not indicate pledging arrangements for Kristin Dolan; no specific AMCX pledging/hedging policy disclosure was identified in the cited excerpts .
Employment & Contracts (Retention Risk, Transition)
- Start date in role: February 27, 2023 (CEO) .
- Contract through December 31, 2028 with robust severance protections and equity treatment on qualifying terminations; one‑year non‑compete post‑termination; 280G “best‑net” cutback—no gross‑up .
Related Party Transactions and Governance Red Flags
- Dolan family control: ≈79% of aggregate voting power through Class B/related entities; continued family presence on the Board (e.g., July 2024 appointment of Christopher Cox, Kristin Dolan’s brother-in-law) .
- 605, LLC services: $10.5M paid for strategic analytic services under an Audit Committee‑approved SOW (Aug 1, 2022–Jun 30, 2023); after sale to iSpot.tv (Sep 13, 2023), 605 ceased to be a related party; Kristin and James Dolan hold a minority interest in iSpot.tv .
Say‑on‑Pay & Shareholder Feedback
- The cited AMCX proxy excerpts include Pay vs Performance detail but do not report a specific Say‑on‑Pay approval percentage; no additional disclosure identified in the excerpts provided .
Investment Implications
- Alignment and incentives: The 2025 renewal substantially increases CEO LTI target to ≥$8M and adds a stock-price-hurdled special cash award that directly ties compensation to sustained share-price recovery through 2028; special RSU and cash awards include single‑trigger CIC mechanics for portions of pay that could be value‑accretive to the executive in transactions, warranting scrutiny by governance‑focused investors .
- Retention risk: Strong severance terms, continued vesting features, and a large 2028 price‑hurdled award reduce near‑term departure risk; the final RSU tranche in Feb 2026 is a nearer‑term milestone to monitor for potential supply dynamics .
- Governance overhang: Family voting control (~79%) and prior related‑party dealings (605, LLC) create perceived governance risk; however, 605 is no longer a related party post‑sale, and excise tax gross‑ups are not provided (best‑net cutback is used) .
- Performance bar: Pay vs Performance data show TSR weakness and 2024 GAAP net loss, underscoring execution risk; management’s incentives are now more explicitly tied to AOI (company‑selected measure) and equity value restoration through stock price hurdles .