Salvatore Romanello
AMC NetworksAbout Salvatore Romanello
Salvatore A. Romanello, age 52, is Executive Vice President and General Counsel of AMC Networks, appointed effective December 10, 2024, with a background spanning in-house general counsel roles and over two decades in complex commercial litigation as a partner at Weil, Gotshal & Manges LLP . His compensation structure emphasizes alignment with AMC’s financial priorities—Adjusted Operating Income (AOI) and Free Cash Flow—used in both annual and long-term incentive programs; AMC achieved 105% of target under the 2024 Annual Incentive Program, though Romanello was not eligible in 2024 due to his start date .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AMC Networks | EVP & General Counsel | Dec 2024–present | Leads legal function for corporate and operational matters |
| Memphis Grizzlies | SVP & General Counsel | Jan 2023–Dec 2024 | Led legal affairs for NBA franchise operations |
| 605 LLC | EVP & General Counsel | Jan 2018–Dec 2022 | Led legal/commercial matters for media analytics company |
| Weil, Gotshal & Manges LLP | Partner, Complex Commercial Litigation | 1996–2018 | Partner litigator; complex commercial litigation practice |
External Roles
| Organization | Role | Years |
|---|---|---|
| None disclosed in company filings | — | — |
Fixed Compensation
| Component | Amount/Detail | Notes |
|---|---|---|
| Annualized base salary | $800,000 | Minimum base in employment agreement; annualized salary noted in 2024 SCT |
| Target bonus | 100% of base salary | Subject to Compensation Committee discretion |
| Signing bonus | $600,000 | One-time; subject to repayment if voluntary resignation (other than Good Reason) or termination for Cause within first year |
| Relocation reimbursement (cap) | Up to $30,000 | Subject to repayment under same conditions as signing bonus |
| 2024 perquisites reimbursed | $29,048 | Primarily moving expenses ($14,650), flight fees ($798), car shipment ($1,589) |
Performance Compensation
Annual Incentive Program (AIP) – Company Design and 2024 Outcome
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Goal 1: Evolve Culture & Organization | 8% | Committee-set KPI | 8% | Included in 105% overall payout | Annual cash |
| Goal 2: Drive Audience Engagement | 11% | Committee-set KPI | 7% | Included in 105% overall payout | Annual cash |
| Goal 3: Improve Customer & Partner Experiences | 6% | Committee-set KPI | 5% | Included in 105% overall payout | Annual cash |
| Goal 4: Preserve Revenue & Free Cash Flow | 25% | Committee-set KPI | 21% | Included in 105% overall payout | Annual cash |
| Free Cash Flow | 40% | Pre-set budget goals | 54% (exceeded target by 35%) | Included in 105% overall payout | Annual cash |
| Adjusted Operating Income | 10% | Pre-set budget goals | 10% (met target) | Included in 105% overall payout | Annual cash |
| Romanello eligibility | — | — | — | Not eligible for 2024 AIP | Joined 12/10/2024 |
Notes:
- Participating NEOs were paid at 105% of target for 2024; Romanello N/A for 2024 due to start date .
- AIP metrics derive from AMC’s strategic plan; payout bands set per threshold/target/max; Committee retained discretion to adjust .
Long-Term Incentives (LTIs)
| Award Type | Grant Date | Shares/Target | Grant-Date Fair Value | Vesting | Performance Metrics/Design |
|---|---|---|---|---|---|
| RSU – Special new-hire | 12/10/2024 | 42,919 | $412,881 | Vests in full on 12/10/2025 | Time-based; 20-day avg price used to size grant |
| Cash Performance Awards (CPAs) | From 2025 (expected) | ≥$800,000 target value annually | N/A | 3 one-year performance periods; payable Q1 after period end | AOI, Free Cash Flow; modifier ±10% based on share of subscribers/audience; annual earn caps typically up to 120% |
Equity Ownership & Alignment
| Title of Stock (as of record) | Beneficial Ownership | Percent of Class | Notes |
|---|---|---|---|
| Class A Common Stock | 0 | 0% | No direct or indirect beneficial ownership reported |
| Class B Common Stock | 0 | — | Dual-class voting structure; no Romanello holdings |
| Unvested RSUs | 42,919 | — | Market value $424,898 at 12/31/2024 (price $9.90); vests 12/10/2025 |
| Pledging/Hedging | Prohibited | — | Company policy prohibits pledging and hedging; trading pre-approval required for insiders |
| Stock ownership guidelines | Not disclosed | — | No multiple-of-salary guideline disclosed for Romanello |
Employment Terms
| Term/Provision | Details | Economics/Implications |
|---|---|---|
| Agreement effective / term | Effective 12/10/2024; through 12/31/2027 | Defines role as EVP & GC; salary review annually |
| Base salary / target bonus | Minimum $800,000 base; target bonus 100% of base | At-risk pay determined by Committee |
| Expected LT participation (from 2025) | Annual cash/equity awards ≥$800,000 target | Mix determined by Committee |
| Non-compete | One-year non-compete post-termination if terminated prior to scheduled expiration | Retention/transition protection |
| Severance (non-CIC; Company w/o Cause or Good Reason resignation) | Cash equal to not less than 2x (base + target bonus) | Plus pro rata year bonus and prior-year unpaid bonus if/when similar employees paid; subject to performance objective satisfaction |
| Equity/cash awards on qualifying termination | Performance-based RSUs and long-term cash awards vest immediately and pay per active employee timing; time-based RSUs continue vesting per schedule; options/SARs continue vesting and remain exercisable for remainder of term | Accelerated vesting for performance awards; time-based continue; options remain exercisable |
| Death/Disability | Bonuses payable; all equity/cash awards vest/pay in full; performance-based awards vest/pay at target if measurement incomplete | Target-level vesting if period not complete |
| Change of control / going private | Employment agreement defers to more favorable award terms; explicitly references “going private transaction” and “change of control” definitions in award agreements | CIC treatment governed by award agreements; employment agreement does not limit favorable rights |
| Clawback | Maintains clawback policy compliant with SEC rules; additional clawbacks in equity awards | Shareholder-aligned recovery mechanism |
| Hedging/short sales/pledging | Prohibited; pre-approval and window/blackout policies apply | Trading restrictions reduce misalignment risks |
| Tax gross-ups | No excise tax gross-up provisions | Shareholder-friendly governance practice |
| Repayment obligations | Signing bonus and relocation amounts subject to repayment if voluntary resignation (other than Good Reason) or termination for Cause within first year | Deters short-term churn and misaligned departure |
| Definitions | Good Reason and Cause defined in agreement (title/salary reduction, reporting changes, material breach, relocation >50 miles; fraud/embezzlement/felony, etc.) | Clear triggers for severance eligibility |
2024 Summary Compensation (Romanello)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 27,692 | 600,000 | 412,881 | — | 29,048 | 1,069,621 |
| Notes: Salary reflects partial-year from 12/10/2024; annualized salary $800,000. “All Other” primarily relocation reimbursements . |
Performance & Track Record
- AMC paid participating NEOs 105% of target under the 2024 AIP, driven by exceeding Free Cash Flow targets by 35% and meeting AOI targets, along with strategic initiatives (Netflix licensing, BBCA JV restructuring, digital ad growth, content licensing optimization, Nielsen renegotiation) .
- Romanello was not eligible for 2024 annual or long-term incentives due to his 12/10/2024 start date; his LT program participation begins in 2025 with ≥$800,000 target value for cash/equity awards .
Compensation Structure Analysis
- Mix and timing: One-time cash and equity on hire (signing bonus and special RSUs that fully vest after one year) indicate immediate retention focus, with transition to performance-weighted annual LT awards from 2025 tied to AOI and Free Cash Flow, plus audience/subscriber share modifier .
- Risk and alignment: No direct share ownership reported as of the 2025 proxy; alignment relies on unvested RSUs and future performance awards; pledging and hedging are prohibited, and clawbacks apply to erroneously awarded compensation .
- Severance economics: Two times base plus target bonus on qualifying termination, immediate vesting of performance awards, and continued vesting of time-based RSUs/options could be material in a transition scenario .
Related Party Transactions and Governance Practices
- Company discloses relationships among Dolan family entities; none material to AMC; executive trading policies include pre-approval, windows/blackouts, and prohibitions on short selling/hedging/pledging .
Equity Ownership & Vesting Schedules (Detail)
| Instrument | Quantity/Value | Vesting Dates | Comments |
|---|---|---|---|
| Unvested RSUs | 42,919; $424,898 market value at 12/31/2024 | Vests 12/10/2025 (cliff) | Granted as special award on 12/10/2024; $412,881 grant-date fair value |
| Options | None disclosed | — | Employment agreement covers if any; none listed outstanding in proxy tables for Romanello |
Employment Terms—Trigger Tables (Company Disclosure)
| Element | Romanello (illustrative table values) |
|---|---|
| Severance (Good Reason/Company termination) | 2x (salary + target bonus) cash; pro rata bonus; immediate vesting of performance awards; time-based RSUs continue; options/SARs continue vest and remain exercisable for remainder of term |
| Pro rata bonus | Payable at same extent as other executives; 2024 payout for participants was 105% of target (Romanello N/A) |
| Unvested RSUs (termination) | Full vest under agreement terms; Romanello’s unvested RSUs valued at $424,898 as of 12/31/2024 |
| Unvested CPAs (termination) | Full vest per agreement; Romanello did not have 2024 CPA grant |
Investment Implications
- Near-term selling pressure: A one-year cliff vest of 42,919 RSUs on December 10, 2025 is a potential supply event; insider trading pre-approval and blackout policies apply, but investors should monitor Form 4 activity around that date .
- Retention risk: Repayment obligations on the $600,000 signing bonus and relocation reimbursements if departing before the first anniversary and a one-year non-compete reduce near-term voluntary departure risk; from 2025, performance-based LT awards (≥$800,000 target) suggest ongoing pay-for-performance alignment .
- Alignment: No reported share ownership as of the proxy; alignment is primarily via unvested RSUs and future CPAs anchored to AOI and Free Cash Flow, with a subscriber/audience modifier; pledging/hedging prohibitions and clawback policies mitigate governance risks .
- Change-of-control economics: Immediate vesting of performance awards on qualifying termination and continued vesting for time-based awards may create meaningful executive protections; treatment in a going-private or change-of-control scenario follows award agreements where more favorable .