Patrick O’Connell
AMC NetworksAbout Patrick O’Connell
Patrick O’Connell (age 50) is Executive Vice President and Chief Financial Officer of AMC Networks, serving since August 2022. He previously served as Chief Strategy Officer of the Branded Group, EVP/Head of Corporate Development at CBS Corporation, and a Managing Director at Goldman Sachs, bringing deep M&A, capital markets and corporate strategy experience to AMCX . In 2024, AMCX reported net revenues of $2.4B, Adjusted Operating Income (AOI) of $562.6M, and Free Cash Flow of $330.8M, reflecting a sharp FCF inflection despite lower AOI year over year . Over 2022–2024, an initial $100 in AMCX produced a TSR value of $39.67 (2022), $47.57 (2023), and $25.06 (2024), underscoring share price volatility during his tenure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AMC Networks (AMCX) | EVP & CFO | Aug 2022–present | Oversees finance during pivot to FCF-centric strategy; refinancing and capital allocation |
| Branded Group | Chief Strategy Officer | Mar 2021–Jul 2022 | Corporate strategy and growth initiatives |
| CBS Corporation | EVP, Head of Corporate Development | Mar 2017–Jan 2020 | Led M&A/corporate development for a large media portfolio |
| Goldman Sachs | Managing Director | Aug 2003–Jan 2017 | Capital markets and strategic advisory experience |
External Roles
No public-company directorships or committee roles for Mr. O’Connell are disclosed in the latest proxy .
Fixed Compensation
| Year | Base salary (contracted minimum at year-end) | Salary paid (reported) | Target bonus % | Actual annual incentive |
|---|---|---|---|---|
| 2024 | $1,000,000 (increased effective 4/1/24) | $950,273 | 100% (employment agreement/NEO targets) | $997,787 (105% of target on eligible earnings) |
| 2023 | $800,000 (minimum per agreement) | $800,000 | 100% (employment agreement) | Not separately disclosed (blended in NEIP total) |
| 2022 | $800,000 (minimum per agreement) | $320,000 (partial year) | 100% (employment agreement) | Not separately disclosed (blended in NEIP total) |
Notes:
- 2024 annual incentive plan paid at 105% of target companywide based on financial and strategic performance .
Performance Compensation
Annual Incentive (2024 design and outcome)
| Metric | Weighting | Target framework | Actual performance | Payout impact |
|---|---|---|---|---|
| Free Cash Flow | 40% | Board-approved budget | Exceeded target by 35% | 54% weighted credit |
| Adjusted Operating Income (AOI) | 10% | Board-approved budget | Met target | 10% weighted credit |
| Strategic Goals (4 goals) | 50% (8%, 11%, 6%, 25%) | Culture/org, audience engagement, customer/partner, preserve revenue/FCF | Executed initiatives incl. Netflix licensing, BBCA JV restructure, Nielsen renegotiation, digital ad growth | 41% weighted credit (8% + 7% + 5% + 21%) |
| Total | 100% | — | — | 105% company payout |
- Mr. O’Connell’s 2024 actual annual incentive was $997,787 on eligible earnings (105% of target) .
Long-Term Incentives
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Cash Performance Awards (CPAs): Three one-year performance periods (AOI, FCF), averaged and then modified by three-year distribution share and viewership; annual earnout capped at 120%; payout after year 3 . 2024 CPA target for O’Connell: $750,000 .
- 2022–2024 CPA (covering AOI, Net Revenue in 2022 only, and FCF) certified at 106.1% of target; O’Connell received $636,347 .
- 2024 sub-year performance for the 2022–2024 CPA: AOI 99.9% of target, FCF 150.6% of target, leading to a 110.0% year-three result and 106.1% three-year average (modifiers at 100%) .
-
RSUs: 2024 grant of 57,915 units (grant-date fair value $729,150) vests ratably over three years; vesting dates aligned to Mar-2025/2026/2027 schedule .
- Outstanding (12/31/2024): 57,915 (2024 grant), 23,712 (2023 grant), 9,333 (2022 grant) .
- Company historically does not use stock options .
| Award type | Grant date | Shares/Target | Fair value | Vesting |
|---|---|---|---|---|
| RSU | 3/12/2024 | 57,915 | $729,150 | Ratable over 3 years; 1/3 on 3/7/2025; then 3/9/2026 and 3/9/2027 |
| CPA (target) | 3/12/2024 | $750,000 | — | 3 one-year periods (2024–2026), payout in Q1’27 (modifiers ±10%) |
| CPA (2012–2024 cycle payout) | 3/2025 | 106.1% | $636,347 (to O’Connell) | Certified 3-year result |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 25,897 Class A shares (<1% of class) as of 3/12/2025 |
| Unvested RSUs (12/31/2024) | 57,915 (2024 grant); 23,712 (2023); 9,333 (2022) |
| Options | None disclosed; company historically not granting options |
| Trading/hedging/pledging | Hedging and short sales prohibited; pledging prohibited; pre-approval required for director/executive trading |
| Insider policy | Company maintains an Insider Trading Policy with window/blackout and pre-clearance for Designated Employees |
Vesting calendar (supply considerations): One-third of 2024 RSUs (19,305) vested 3/7/2025; remaining tranches due 3/9/2026 and 3/9/2027 (subject to continued employment) .
Employment Terms
| Term | Key provisions |
|---|---|
| Agreement/term | Employment agreement effective Aug 4, 2022; term through Mar 31, 2026 |
| Base salary | Minimum $800,000; increased by Committee to $1,000,000 as of 4/1/2024 |
| Target bonus | 100% of base salary |
| LTI target | Not less than $1,200,000 annually in cash/equity awards (target value) |
| Severance (company terminates or Good Reason) | 2x (base salary + target bonus) cash; pro‑rata current‑year bonus; performance-based awards vest in full and pay on same schedule as actives (subject to performance); time-based RSUs continue on original schedule; options/SARs (if any) continue to vest and remain exercisable to term; subject to release/non-compete |
| Death/Disability | Pro‑rata current‑year bonus; all equity/cash performance awards vest and pay in full (performance awards at target if period not complete) |
| Change in control | Benefits tied to termination by company without Cause or by executive for Good Reason (double trigger); severance and equity/cash award treatment as above |
| Restrictive covenants | Non‑compete for one year post-termination; non‑solicit, non‑disparagement, confidentiality |
| Clawback | Company-adopted clawback policy compliant with Nasdaq rules (effective Dec 1, 2023) |
Performance & Track Record
- Operating/financial mix: 2024 AOI $562.6M (down vs 2023), Free Cash Flow $330.8M (up sharply vs 2023), Net revenues $2.4B .
- TSR context: $100 initial value equated to $39.67 in 2022 (partial tenure year), $47.57 in 2023, and $25.06 in 2024, highlighting equity volatility through industry transition and leverage considerations .
Governance, Peer Group, and Say‑on‑Pay
- Compensation Committee: Independent directors Leonard Tow (Chair) and Vincent Tese; Pay Governance LLC retained as independent consultant .
- Compensation peer group (2024): Electronic Arts; Fox; Lions Gate; Nexstar; Paramount; Roku; Sirius XM; Take‑Two; TKO; E.W. Scripps .
- Say‑on‑Pay: 91% approval in 2024; ongoing investor engagement and program refinements focused on FCF/AOI alignment and enhanced disclosure .
Compensation Structure Analysis
- High at‑risk mix: For non‑CEO NEOs, ~70% of total target comp is “at risk” (annual incentive + LTI), with 50% of LTI in CPAs and 50% in RSUs .
- Shift to FCF/AOI: Program emphasizes FCF and AOI, with strategic execution goals, reflecting company focus on sustainable cash generation and distribution/viewership objectives .
- No options/repricings: Company has not used stock options historically; no repricing features; dividends not paid on unvested equity; robust anti‑hedging/pledging policies .
- Clawback in place: SEC/Nasdaq‑compliant clawback adopted .
Risk Indicators & Red Flags
- Controlled company structure and related party ecosystem with Dolan family influence; robust independent committee and related‑party approval policies are in place but governance complexity warrants monitoring .
- Share volatility and leverage: TSR pressure in 2024 despite FCF outperformance; AOI declined y/y amid industry headwinds .
Investment Implications
- Alignment: O’Connell’s pay design is tightly linked to FCF and AOI with meaningful at‑risk components (CPAs and RSUs), consistent with AMCX’s pivot to cash discipline; 2024 AIP at 105% and 2022–2024 CPAs at 106.1% reflect execution against FCF-centric goals .
- Retention risk: Contract runs through Mar 31, 2026 with 2x cash severance and continued/accelerated equity treatment upon qualifying separation, reducing near‑term retention risk; RSU and CPA schedules stagger realizable value across multiple years .
- Supply/technical: RSU vesting tranches (notably 2026 and 2027) create scheduled equity deliveries; combined with companywide anti-hedging/pledging policy, near-term forced selling risk appears mitigated, but liquidity should be monitored around vest dates .
- Execution watch‑items: Sustain FCF strength while stabilizing AOI; progress on distribution/viewership modifiers will influence out-year CPA payouts; governance complexity inherent to controlled company remains an overhang for some investors .