Darcy Antonellis
Cinemark HoldingsAbout Darcy Antonellis
Darcy Antonellis (age 62) has served on Cinemark’s Board since 2015. She holds an MBA from Fordham University and a BS from Temple University, is NACD Directorship Certified (NACD.DC) and NACD Cybersecurity Oversight Certified, and is a SMPTE Fellow with patents in media distribution and audio manipulation . She brings deep technology, media and telecommunications expertise, and currently chairs Cinemark’s Strategic Planning Committee while serving on the Audit and Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABS Capital Partners | Operating Advisor | 2023–Present | Emerging growth software/tech-enabled services; strategic growth and operational counsel |
| Amdocs Inc. (NASDAQ: DOX) | Executive Advisor | 2021–2023 | Advising communications/media software services; tech strategy |
| Amdocs Inc. (NASDAQ: DOX) | Division President | 2018–2021 | Led division operations; software/services to communications/media enterprises |
| Vubiquity | Chief Executive Officer | 2014–2018 | Content monetization, distribution and processing technology; industry innovation |
| Warner Bros Entertainment Inc. | President, Technical Operations & Chief Technology Officer | 2004–2014 | Led global technical operations; digital distribution, content protection, anti‑piracy |
| Warner Bros Entertainment Inc. | EVP/Corporate SVP | 2003–2008 | Senior technology and operations leadership |
| Warner Bros Entertainment Inc. | Senior Vice President | 1998–2003 | Technical operations leadership |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| Xperi (NYSE: XPERI) | Director | 2022 | Current public company board service |
| Bango PLC (LSE) | Director | 2023 | Current public company board service |
Board Governance
- Committee assignments and chair roles:
- Strategic Planning Committee: Chair; 2024 meetings 2, consents 0; responsibilities include strategy review, capital allocation, M&A/financing recommendations, and enterprise risk oversight .
- Audit Committee: Member; 2024 meetings 4, consents 1; committee members all independent under NYSE/SEC; report signed by Antonellis among others .
- Compensation Committee: Member; 2024 meetings 4, consents 1; members all independent under NYSE; responsibilities include CEO/NEO pay, plan administration, performance metric setting/validation, CD&A review .
- Independence: Board determined Antonellis is independent; meets all applicable requirements for Audit and Compensation Committee membership .
- Attendance and engagement: In 2024, the Board held 4 meetings and took action by written consent twice; all directors attended at least 75% of Board and applicable committee meetings. Continuing director education provided (NACD membership; management briefings on cybersecurity and AI) .
- Executive sessions: Non‑management directors met four times; independent directors met once; Carlos Sepulveda presides over executive sessions .
Fixed Compensation
| Component | Amount | Basis/Detail |
|---|---|---|
| Annual base director retainer (cash) | $80,000 | Paid quarterly |
| Audit Committee member retainer (cash) | $12,500 | Member fee |
| Compensation Committee member retainer (cash) | $12,500 | Member fee |
| Strategic Planning Committee chair retainer (cash) | $10,000 | Chair fee |
| Total cash fees received (2024) | $115,000 | Matches disclosed fees for Antonellis |
Performance Compensation
| Equity Grant Type | 2024 Grant Date Convention | Grant Value (Fair Value) | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted stock (time‑based) | Typically on or around June 15 | $134,982 | Vests on first anniversary of grant date, subject to continued service | None (director equity is time‑based; annual equity awards valued at $135,000 policy) |
Stock ownership guidelines for directors require holding common stock equal to 5x the annual cash retainer (5 × $80,000 = $400,000) with a 5‑year compliance window; as of the 2025 record date, all directors were in compliance or working toward compliance .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Compensation Committee interlocks | None disclosed; committee members (including Antonellis) have never been officers/employees of the Company; none of CNK executive officers serve or have served on boards/committees of entities with executives serving on CNK’s Board/Comp Committee . |
| Related party transactions | Related party transactions disclosed involve Lee Roy Mitchell, Kevin Mitchell, and Raymond Syufy; Antonellis is not named in related-party disclosures . |
Expertise & Qualifications
- Technology and cybersecurity oversight; led global technical operations and digital transformation at Warner Bros; advises Cinemark on AI, cybersecurity risk mitigation, and technological innovations .
- Strategic planning and capital allocation leadership as Strategic Planning Committee Chair; oversight of M&A, financing activities, and enterprise risk; subcommittee met three times regarding capital allocation/financing in 2024 .
- NACD.DC Directorship Certified and NACD Cybersecurity Oversight Certified; SMPTE Fellow; patents in media distribution and audio manipulation .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Darcy Antonellis | 51,063 | <1% | Per beneficial ownership table (outstanding shares: 117,919,404 as of record date) |
| Hedging/Pledging Policy | Prohibited | — | Company unconditionally prohibits hedging, pledging, and holding Company securities in margin accounts |
Governance Assessment
- Strengths: Independent director with dual committee roles (Audit and Compensation) plus Strategic Planning Chair, indicating high engagement and influence over strategy, risk, and pay practices; attendance thresholds met; robust director education; strong cyber/technology qualifications aligned to evolving industry risks .
- Alignment: Director compensation combines moderate cash retainers with annual time‑based restricted stock, underpinned by 5x retainer ownership guideline and prohibition on hedging/pledging, supporting alignment with shareholder interests .
- Conflicts/Interlocks: No compensation committee interlocks or related‑party transactions involving Antonellis disclosed; Audit Committee oversees related‑party reviews under formal policy, and Antonellis is listed on the audit committee report, reinforcing governance scrutiny .
- Board effectiveness signals: Strategic Planning subcommittee activity on capital allocation/financing; clear committee independence standards; executive sessions led by independent chair; Compensation Committee uses independent consultant (Pearl Meyer) for benchmarking and maintains ownership guidelines and clawback policy (NYSE compliant) .
RED FLAGS
- None identified for Antonellis in the proxy: no related‑party transactions, no hedging/pledging, no interlocks; attendance met threshold. Time demands from multiple committee roles and two external public boards warrant monitoring but are common among seasoned independent directors .