Matthew Blank
AMC NetworksAbout Matthew C. Blank
Matthew C. Blank (age 74) is an independent Class A director of AMC Networks (AMCX), serving since October 2022. He is a Senior Advisor at The Raine Group (rejoined Dec 1, 2022) and previously served as Interim CEO of AMC Networks from September 2021 to September 2022. Before AMC, he was Chairman and CEO of Showtime and held senior roles at HBO, bringing deep operating and industry expertise in premium video and distribution. The Board has affirmatively determined he is independent under Nasdaq and SEC rules, notwithstanding his prior interim CEO service and past directorships in Dolan-affiliated companies.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AMC Networks | Interim CEO | Sep 2021 – Sep 2022 | Led transition period; subsequently elected independent Class A director (Oct 2022) |
| The Raine Group, LLC | Senior Advisor | Sep 2020 – Sep 2021; rejoined Dec 1, 2022 – present | Strategic advisory in media/tech investing |
| Showtime Networks | CEO; prior President & COO; EVP Marketing/Creative/Public Affairs | CEO 1995–2015; President & COO 1993–1995; EVP 1988–1992 | Scaled premium network operations and distribution |
| HBO | Various roles, leaving as SVP Consumer Marketing | ~12 years prior to 1988 | Built brand and subscriber growth capabilities |
External Roles
| Company/Institution | Role | Years | Notes/Interlocks |
|---|---|---|---|
| CuriosityStream Inc. | Director | Current | Public company directorship |
| Madison Square Garden Entertainment Corp. (now Sphere Entertainment Co.) | Director | 2020–2021 | Dolan-affiliated entity; Board considered not material to independence |
| Madison Square Garden Sports Corp. | Director | 2019–2020 | Dolan-affiliated entity; Board considered not material to independence |
| Cumulus Media, Inc. | Director | Prior | Prior public board service |
Board Governance
- Committee assignments: None. Blank is not listed on AMCX’s two standing committees (Audit; Compensation). Audit Committee: Vogel (Chair), Tow, Perelman; Compensation Committee: Tow (Chair), Tese.
- Independence: The Board determined Blank is independent under Nasdaq/SEC rules, after considering his prior AMC interim CEO role and past Dolan-affiliated board service, deeming such relationships immaterial.
- Attendance: The Board met six times in 2024; all directors attended at least 75% of Board/committee meetings and all 13 directors attended the 2024 annual meeting.
- Executive sessions: Independent directors meet in executive sessions at least twice annually, facilitated by independent Class A director committee chairs.
- Controlled company context: AMCX is a controlled company and has elected exemptions from certain Nasdaq requirements (e.g., majority independent board, independent nominating committee); the Compensation Committee is fully independent.
- Board independence: 54% of the Board is independent.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned (cash) | $82,000 | Includes base and meeting fees; no committee retainers since he is not on a committee |
| Annual RSU grant (grant-date fair value) | $127,868 | 8,042 RSUs granted on June 12, 2024; valued at $15.90 per share |
| Total 2024 director compensation | $209,868 | Cash + RSUs |
Program terms for non-employee directors (reference):
- Annual cash retainer: $70,000; annual equity retainer: $135,000 in RSUs that vest on grant and settle 90 days after Board service ends; committee membership retainer: $25,000; committee chair fees: $35,000 (Audit/Compensation); meeting fees: $2,000 per meeting; Non-executive Chairman fee: $200,000 (effective Oct 1, 2024).
Performance Compensation
Non-employee director equity is not performance-based. Annual director RSUs vest on the grant date and settle 90 days post-service; no performance metrics apply to director awards.
| Equity Detail | Date | Shares/Units | Vesting/Settlement | Fair Value |
|---|---|---|---|---|
| Annual Director RSU Grant | Jun 12, 2024 | 8,042 | Vests on grant; settlement 90 days after service ends | $127,868 |
Other Directorships & Interlocks
| Entity | Relationship to AMCX | Interlock/Related-Party Consideration |
|---|---|---|
| Sphere Entertainment (f/k/a MSG Entertainment) | Dolan-affiliated | Blank previously served as director (2020–2021). Board deemed this immaterial to independence. |
| MSG Sports | Dolan-affiliated | Blank previously served as director (2019–2020). Board deemed this immaterial to independence. |
| Broader Board interlocks | Dolan ecosystem | Multiple AMCX directors serve on boards or as executives of MSG Sports, Sphere Entertainment, and MSG Entertainment, creating potential conflicts mitigated by independent committee policies. |
Expertise & Qualifications
- 30+ years in premium television and content distribution (CEO/Chairman of Showtime; senior roles at HBO).
- Interim CEO experience at AMCX provides institutional knowledge of current strategy and operations.
- Strategic advisory experience in media and technology investing (The Raine Group).
Equity Ownership
| Security | Beneficial Ownership | % of Class | Notes |
|---|---|---|---|
| Class A Common Stock | 23,170 | * (<1%) | Includes vested RSUs under Non-Employee Director plan, which settle 90 days post-service |
| Class B Common Stock | 0 | — | — |
- Hedging/pledging: Company policy prohibits hedging and pledging of Company stock; trading by directors requires pre-approval and restricts trading windows.
Governance Assessment
-
Strengths
- Independence affirmed despite prior interim CEO role and Dolan-affiliated board service; Board deemed relationships immaterial.
- Deep operating background in premium video and distribution enhances strategic oversight.
- Attendance met or exceeded minimum threshold; full Board attendance at 2024 annual meeting supports engagement.
- Director equity retainer supports alignment (settles after service), and company prohibits hedging/pledging.
-
Limitations/Watch items
- Not serving on Audit or Compensation Committees limits direct influence over financial reporting or pay oversight.
- Controlled company structure concentrates voting power with Class B holders; Board remains majority independent but exemptions apply.
- Broader Board overlap with Dolan-affiliated companies presents ongoing related-party exposure, mitigated by independent committee approval policies and special approval process for Dolan-related entities.
-
Contextual signals
- 2024 withhold vote on another Class A director (Tow) reflected investor concerns with governance structure; Board attributed opposition to controlled-company/dual-class framework, not individual performance.
- Governance environment change contemplated via proposed redomestication to Nevada (Board rationale includes litigation predictability and cost savings), which may affect legal standards applied to board decisions going forward.
RED FLAGS to monitor: Controlled company status and extensive interlocks within the Dolan ecosystem (continued need for robust independent committee oversight of related-party transactions).