Carlos Sepulveda
Cinemark HoldingsAbout Carlos Sepulveda
Independent Chairman of the Board at Cinemark Holdings (CNK). Age 67. Director since 2007; appointed Independent Non‑Executive Chairman in May 2022. BA, University of Texas at Austin; Certified Public Accountant (CPA); designated audit committee financial expert under SEC rules. Current public board: Triumph Financial, Inc. (NASDAQ: TFIN) since 2010; prior board: Matador Resources Company (NYSE: MTDR) 2013–2017 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Interstate Batteries | President & CEO | 2004–2013 | Led strategic transformation and market adaptation |
| Interstate Batteries | EVP | 1995–2004 | Executive leadership |
| Interstate Batteries | EVP & CFO | 1993–1995 | Financial oversight |
| Interstate Batteries | VP & CFO | 1990–1993 | Financial oversight |
| KPMG Peat Marwick | Associate SEC Partner | 1979–1990 | Audit and SEC reporting expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Triumph Financial, Inc. (TFIN) | Director | Since 2010 | Not disclosed in CNK proxy |
| Matador Resources Company (MTDR) | Director (prior) | 2013–2017 | Not disclosed in CNK proxy |
Board Governance
- Independence: Board affirms Sepulveda is independent under NYSE standards; qualifies for Audit and Compensation Committees and as an audit committee financial expert .
- Committee memberships: Audit, Compensation, Strategic Planning; past Chair of Audit Committee; currently a member with Nancy Loewe as Chair .
- Executive sessions: Presides over non‑management and independent director executive sessions; non‑management met 4 times; independent directors met once in 2024 .
- Attendance: Board held 4 meetings and 2 written consents in 2024; all directors attended at least 75% of Board and applicable committee meetings .
- Committee activity in 2024:
- Audit: 4 meetings, 1 consent; oversight of financial reporting, risk, internal controls, and Deloitte independence; issued audit committee report .
- Compensation: 4 meetings, 1 consent; sets pay philosophy, approves CEO and NEO compensation, performance metrics, plan administration .
- Strategic Planning: 2 meetings; subcommittee met 3 times on capital allocation and financing recommendations .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base director retainer (annual) | $80,000 | Cash; paid quarterly |
| Additional retainer – Non‑Executive Chairman | $90,000 | Cash; paid to the Board Chair |
| Committee Chair retainer – Audit | $25,000 | If Chair (Sepulveda is member, not current Chair) |
| Committee Chair retainer – Compensation | $25,000 | If Chair |
| Committee Chair retainer – Governance | $20,000 | If Chair |
| Committee Chair retainer – Strategic Planning | $10,000 | If Chair |
| Committee member retainer – Audit | $12,500 | Annual cash |
| Committee member retainer – Compensation | $12,500 | Annual cash |
| Committee member retainer – Governance | $10,000 | Annual cash |
| Committee member retainer – Strategic Planning | $5,000 | Annual cash |
| 2024 Director Compensation – Carlos Sepulveda | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 200,000 |
| Stock Awards (Grant‑date fair value) | 134,985 |
| Total Compensation | 334,985 |
- Director pay practices and governance: Compensation set by the Compensation Committee (with Governance Committee input) using Pearl Meyer independent consultant benchmarking; policy applies to non‑employee directors .
- Meeting fees: Not used; directors reimbursed for travel expenses .
Performance Compensation
| Equity Component | Grant Value Policy | Grant Date Practice | Vesting | Sepulveda 2024 Value |
|---|---|---|---|---|
| Restricted Stock (Director annual grant) | $135,000 | Typically on or around June 15 | Vests on first anniversary, subject to continued service | $134,985 |
- Share calculation: Number of shares determined by dividing $135,000 by closing price on grant date, rounded down .
- No options/PSUs for directors disclosed; director equity is time‑based restricted stock, not tied to performance metrics .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public board | Triumph Financial, Inc. (TFIN), Director since 2010 |
| Prior public board | Matador Resources Company (MTDR), Director 2013–2017 |
| Committee interlocks | Compensation Committee comprised entirely of non‑employee independent directors; no interlocking relationships with entities where CNK executives serve |
- Nomination pathway: Sepulveda is a nominee of Mitchell Investors (disclosed) .
Expertise & Qualifications
- Financial/accounting expertise; CPA; audit committee financial expert under SEC rules .
- CEO/CFO operating experience and strategic planning leadership; deep capital allocation understanding .
- Board leadership: Independent Chairman role includes presiding at meetings, setting agendas, liaison duties with management and stockholders .
Equity Ownership
| Holder | Beneficial Shares | Ownership % |
|---|---|---|
| Carlos Sepulveda | 77,789 | <1% (based on 117,919,404 shares outstanding) |
- Ownership guidelines: Directors must hold 5× annual cash retainer; 5‑year compliance window; at record date, all directors were in compliance or working toward compliance .
- Hedging/pledging: Company strictly prohibits hedging, short sales, and pledging/margin accounts by officers and directors .
- Section 16 compliance: Company reported timely filings for 2024, with exceptions only for CEO Sean Gamble; no delinquent filings indicated for Sepulveda .
Governance Assessment
- Independence and engagement: Board deems Sepulveda independent; he serves on Audit and Compensation and presides over executive sessions—signals strong governance and board oversight .
- Board effectiveness: Past Audit Chair and current audit financial expert status enhance credibility on financial reporting, internal controls, and risk oversight .
- Compensation alignment: Chair premium ($90k) plus committee retainers and time‑based equity produce a balanced cash/equity mix; policy‑based equity vesting and strict anti‑hedging/pledging strengthen alignment with stockholders .
- Other roles and interlocks: External directorship (TFIN) and prior MTDR experience bring financial services and energy sector perspectives; Compensation Committee interlock risks are explicitly disclaimed—no interlocks with CNK executives .
- Related‑party transactions: Proxy details related‑party dealings for other directors (Mitchells, Syufy); none identified for Sepulveda—reduces conflict risk .
- Shareholder support context: 2024 say‑on‑pay approval ~97% reflects broader investor confidence in compensation governance; Sepulveda is a signatory to Compensation Committee report .
Red Flags
- None identified specific to Sepulveda in related‑party transactions, hedging/pledging, delinquent filings, tax gross‑ups, or option repricing based on proxy disclosures .
Signals to monitor
- As nominee of Mitchell Investors, continue monitoring independence determinations each year, though Board currently affirms independence .
- Maintain surveillance for any new Form 4 activity and director equity guideline compliance updates in future proxies and filings .