Michael J. Sherin III
AMC NetworksAbout Michael J. Sherin III
Michael J. Sherin III (age 54) is Executive Vice President and Chief Accounting Officer of AMC Networks (AMCX). He first became CAO on August 24, 2021, resigned effective July 4, 2023 to join Wheels Up as CAO, and was re‑appointed CAO effective August 17, 2023; he joined AMC Networks in 2011 and previously held VP/SVP roles in Financial Reporting & Technical Accounting. He began his career at PwC and holds an accounting degree from Providence College . During 2024, AMCX delivered free cash flow of $331M, AOI of $563M and net revenues of $2.4B; the company’s “pay vs performance” TSR indicator (value of $100) ended 2024 at $25.06 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AMC Networks | EVP & Chief Accounting Officer | Aug 2021–Jul 2023; Aug 2023–present | Executive finance leadership over accounting and reporting during strategy pivot to FCF/AOI focus . |
| AMC Networks | SVP – Financial Reporting & Technical Accounting | Mar 2021–Aug 2021 | Led technical reporting as company increased streaming and multi-platform distribution . |
| AMC Networks | VP – Financial Reporting | Sep 2011–Mar 2021 | Scaled public-company reporting across linear and streaming portfolio . |
| Wheels Up | Chief Accounting Officer | Jul 5, 2023–Aug 16, 2023 | Short external stint before rejoining AMCX . |
| The Nature’s Bounty Co. | Senior Director – Financial Reporting & Compliance | Jan 2007–Sep 2011 | Led compliance/reporting for consumer products company . |
| PwC | Various roles (audit) | ~1997–2007 | Public accounting foundation (10 years) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed . |
Fixed Compensation
| Component | Terms | Effective Date/Period | Source |
|---|---|---|---|
| Base Salary (minimum) | $400,000 | Initial CAO agreement effective Aug 24, 2021 | |
| Target Annual Bonus | 40% of base salary | Initial CAO agreement effective Aug 24, 2021 | |
| Base Salary (minimum) | $408,000 | Re‑appointment CAO agreement effective Aug 17, 2023 | |
| Target Annual Bonus | 40% of eligible base salary earnings; 2023 bonus at full-year rate (subject to clawback if departure for cause/voluntary within 1 year) | Effective Aug 17, 2023 (2023 bonus provision) |
Performance Compensation
| Incentive | Grant/Target | Performance Metric(s) | Vesting/Payment | Notes | Source |
|---|---|---|---|---|---|
| One-time RSU award (re-appointment) | 13,885 RSUs | Stock performance (per plan) | Equity plan indicates RSUs typically vest ratably over 3 years; specific schedule for this grant not disclosed | Granted at next Compensation Committee meeting following Aug 17, 2023 | |
| One-time Cash Performance Award (re-appointment) | $377,000 target | Corporate AOI and Free Cash Flow (company’s CPA metrics) | CPAs are three-year awards with annual performance periods, averaged and subject to a 3-year distribution/viewership modifier | “Will be granted” at next Comp Committee meeting | |
| Ongoing LTIP Opportunity | Not less than $340,000 (cash and/or equity annually, expected) | Company metrics (AOI, FCF, distribution/viewership modifier) | Per program design | “Expected” participation consistent with similarly situated executives |
Performance framework context (company-wide):
- Annual bonus and LTIP metrics emphasize AOI and Free Cash Flow; 2024 annual incentive paid at 105% of target based on AOI/FCF and strategic goal attainment .
- Three-year CPAs average annual AOI/FCF performance with distribution/viewership modifier; 2022–2024 series paid 106.1% .
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Beneficial ownership (individual) | Not listed among the directors/NEOs/5% holders in the Stock Ownership Table; individual share count not disclosed | |
| Hedging/short sales | Prohibited for all employees | |
| Pledging | Prohibited; trading by directors and executive officers requires pre-approval | |
| Clawback | Company maintains an SEC-compliant clawback policy; additional clawback terms in equity awards | |
| Ownership guidelines | Specific executive ownership multiples not disclosed in proxy | — |
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Title | Executive Vice President & Chief Accounting Officer | |
| Contract term | Three years from Aug 17, 2023 (effective date) | |
| Severance (without cause) | 1.5× (base salary + target bonus); 2023 agreement: 60% paid at 6 months and 40% at 12 months post-separation (portion exempt from 409A within ~75 days); 2021 agreement provided lump sum on day 90 | |
| Restrictive covenants | 12-month non-compete; non-solicitation, non-disparagement, confidentiality, cooperation required | |
| Section 280G (excise tax) | Best‑net cutback (no excise tax gross‑up) | |
| 2023 bonus catch-up | 2023 annual bonus based on full annual rate (subject to clawback if terminated for Cause or voluntary resignation within 1 year of 8/17/23) |
Performance & Track Record
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Adjusted Operating Income (AOI) | $670.1M | $562.6M | Non-GAAP; reconciliation in Annex A |
| Free Cash Flow | $168.7M | $331.0M | Company focus metric |
| Net Revenues | $2.71B | $2.4B | Corporate performance context during tenure |
| “Pay vs Performance” TSR – Value of $100 | $47.57 | $25.06 | Company-selected TSR measure in Item 402(v) table |
Highlights during 2024 included affiliate renewals (e.g., Charter/Cox/Verizon), a Netflix branded licensing partnership, Amazon Prime Video Channels renewal, and expansion of FAST channels .
Investment Implications
- Alignment and governance: Heavy use of AOI/FCF in both annual and long-term incentives, explicit clawback, hedging/pledging prohibitions, and pre-approval of insider trading support alignment and reduce hedging/pledging risk signals .
- Retention and severance economics: CAO severance at 1.5× base+target bonus with a 12‑month non‑compete and best‑net 280G cutback is moderate and retention‑supportive without gross‑ups; stepped payout schedule in 2023 agreement smooths cash impact and conditions payment on release and covenants .
- Equity overhang and potential supply: RSUs are a standard component of executive pay and typically vest over three years; while Sherin’s individual holdings aren’t disclosed, company-wide RSU practices imply routine vesting‑related share issuance but are constrained by no‑hedge/no‑pledge rules and pre‑approval trading .
- Execution risk: Corporate TSR fell in 2024 while FCF rose materially as AMCX reoriented to cash generation; as CAO, Sherin’s role is central to controls and reporting through this pivot. Sustained AOI/FCF delivery remains critical to incentive outcomes and valuation debate .
Key data cited from AMCX’s 2025 and 2024 DEF 14A proxies and Form 8‑K filings as referenced above.