Benjamin Chereskin
Cinemark HoldingsAbout Benjamin Chereskin
Independent director of Cinemark Holdings since 2004; age 66. He holds an MBA from Harvard Business School and a BA from Harvard College. Former co‑founder and Managing Director of Madison Dearborn Partners (1993–2009) and currently President and founder of Profile Capital Management LLC (2009–present) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Madison Dearborn Partners, LLC | Co‑Founder; Managing Director | 1993–2009 | Private equity leadership; capital allocation and M&A experience relevant to CNK strategy |
| Boulder Brands, Inc. (NASDAQ: BDBD) | Director | 2013–2016 | Prior public company board service |
| CDW Corporation (NASDAQ: CDW) | Director | 2008–2020 | Prior public company board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Profile Capital Management LLC | President; Founder | 2009–present | Investment management; strategic and capital allocation expertise |
Board Governance
- Independence: The Board affirmatively determined Mr. Chereskin is independent under NYSE standards; he meets all requirements for Compensation Committee membership .
- Committee assignments: Compensation Committee (member; Chair: Nina Vaca); Strategic Planning Committee (member; Chair: Darcy Antonellis) .
- 2024 meeting cadence: Board met 4 times (plus 1 unanimous consent); Compensation Committee met 4 times (plus 1 consent); Strategic Planning Committee met 2 times (plus subcommittee met 3 times re capital allocation and financing) .
- Attendance: Each director attended at least 75% of aggregate Board and applicable committee meetings in 2024; non‑management directors held four executive sessions, independent directors held one .
- Election cycle: Class III nominee in 2025; term to expire at 2028 annual meeting if elected .
- Voting policy: Plurality standard with resignation policy if “withheld” votes exceed “for” votes in uncontested elections .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Base director retainer | 80,000 | Per Director Compensation Policy |
| Committee membership – Compensation (member) | 12,500 | Annual cash retainer for committee members |
| Committee membership – Strategic Planning (member) | 5,000 | Annual cash retainer for committee members |
| Non‑executive Chairman premium | — | Only for non‑executive Chair ($90,000); not applicable to Chereskin |
| 2024 Fees Earned or Paid in Cash (actual) | 97,500 | Reported in 2024 Director Compensation Table |
Performance Compensation
| Equity/Policy | Detail | Value/Terms |
|---|---|---|
| Annual director equity grant | Restricted stock | $135,000 grant date fair value; number of shares = $135,000 ÷ closing price on grant date; typically on/around June 15; vests on first anniversary, subject to continued service |
| 2024 Stock Awards (actual) | Restricted stock (grant-date fair value) | $134,982 |
| Stock ownership guidelines (directors) | Alignment requirement | Must hold common stock equal to 5× base retainer; 5‑year compliance period; as of record date, all directors were in compliance or working toward compliance |
| Hedging/pledging prohibition | Alignment/controls | Company strictly prohibits officers and directors from short sales, hedging, and restricted pledging transactions; prohibits covered employees from hedging, pledging, and margin accounts |
| Clawback policy | Risk mitigation | Adopted in 2023; recovers erroneously awarded performance‑based compensation upon accounting restatement |
Other Directorships & Interlocks
| Company | Role | Tenure | Interlocks/Notes |
|---|---|---|---|
| Boulder Brands, Inc. (NASDAQ: BDBD) | Director | 2013–2016 | No compensation committee interlocks disclosed involving CNK executives; committee members (incl. Chereskin) have never been CNK officers |
| CDW Corporation (NASDAQ: CDW) | Director | 2008–2020 | Same as above |
Compensation Committee interlocks and insider participation: None of CNK’s executive officers served on boards/compensation committees of entities with executives serving on CNK’s board/Comp Committee; all current Comp Committee members (incl. Chereskin) have never been CNK officers .
Expertise & Qualifications
- Financial oversight, capital allocation, risk management, and M&A leadership from decades in private equity and investment management .
- Board matrix indicates strengths in corporate governance, executive experience (non‑CEO), financial literacy and corporate finance, human capital, industry experience, IT/cybersecurity, mergers & acquisitions, other public company board service, risk management, and strategic vision/planning .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Benjamin Chereskin | 111,813 | <1% | Based on 117,919,404 shares outstanding as of record date |
Insider Trades (Section 16)
| Statement | Evidence |
|---|---|
| Company states all required Section 16(a) filings were timely in 2024 except for a late Form 4/Form 4A for CEO Sean Gamble; no exceptions noted for Chereskin |
Governance Assessment
- Strengths: Independent status; deep financial and capital allocation expertise; active roles on Compensation and Strategic Planning committees; documented risk controls (ownership guidelines, hedging/pledging prohibitions, clawback) enhance alignment and investor confidence .
- Engagement: Board met regularly with strong attendance; non‑management and independent director executive sessions maintained; proactive shareholder engagement with strong 2024 say‑on‑pay support (97% in favor), indicating investor acceptance of compensation governance .
- Compensation alignment: Director pay mix emphasizes time‑based equity plus modest cash retainers; Chereskin’s 2024 pay = $97,500 cash and $134,982 equity; ownership guideline at 5× base retainer supports long‑term alignment .
- Conflicts/related‑party exposure: Proxy discloses related‑party transactions with other directors (Kevin Mitchell, Raymond Syufy, and founder Lee Roy Mitchell) but none for Chereskin; Audit Committee oversees and reviews all related‑party transactions for fairness, mitigating risk; nonetheless, presence of non‑independent directors on Strategic Planning (capital allocation oversight) warrants monitoring for potential influence .
- RED FLAGS: None disclosed specific to Chereskin (no related‑party transactions, no independence exceptions, no attendance concerns) . Potential governance sensitivity: long tenure (since 2004) increases entrenchment risk; Board notes expanded disclosure on tenure in response to investor feedback .