Kevin Mitchell

About Kevin Mitchell

Kevin Mitchell, age 56, has served on Cinemark’s Board since 2023. He holds a BA from the University of Texas at Austin, founded and managed ShowBiz Cinemas (2007–2021) and currently leads ShowBiz Direct Distribution (2023–present). He is a Class III nominee for re‑election in 2025 with a term expiring in 2028. The Board classifies him as not independent due to his relationship with Cinemark’s founder and former Chairman, Lee Roy Mitchell, and he is a nominee of Mitchell Investors .

Past Roles

External Roles

Board Governance

• Committee assignments: Strategic Planning Committee member; not a chair (SPC Chair is Darcy Antonellis) .
• Independence: Not independent due to relationship with founder/former Chairman, Lee Roy Mitchell .
• Attendance: In 2024, the Board held 4 meetings (plus consents), and all directors attended at least 75% of Board and committee meetings on which they served .
• Executive sessions: Non‑management directors met four times; independent directors met once; sessions presided over by Non‑Executive Chairman Carlos Sepulveda .
• Leadership structure: Chairman and CEO roles separated; independent oversight framework maintained .

Fixed Compensation

Policy references:

• Base director retainer: $80,000; SPC member fee: $5,000; SPC chair fee: $10,000 (not applicable to Kevin) .
• Non‑Executive Chairman additional retainer: $90,000 (not applicable) .

Performance Compensation

• No options or PSUs are disclosed for directors; equity is time‑based restricted stock under the Director Compensation Policy .
• Equity award limit for non‑employee directors under 2024 LTIP: $1,000,000 per fiscal year (cash plus grant date fair value) .

Other Directorships & Interlocks

Expertise & Qualifications

• CEO experience: Nearly two decades leading ShowBiz Cinemas; leadership of ShowBiz Direct Distribution .
• Industry experience: Deep exhibition and distribution expertise; operational and real estate background; studio relationship network .
• Community/industry engagement: Advisory role at National Association of Theatre Owners and service on multiple industry/non‑profit boards .

Equity Ownership

Ownership alignment framework:

• Director stock ownership guideline: 5x annual cash retainer; compliance reviewed annually .
• As of the record date, all directors were in compliance or working toward compliance with guidelines (aggregate disclosure) .
• Hedging/pledging: Company unconditionally prohibits covered employees and directors from hedging and pledging Company securities or holding them in margin accounts .

Governance Assessment

• Strengths:
  • Extensive exhibition and distribution operating experience; valuable contributions to Strategic Planning Committee on capital allocation and industry trends .
  • Attendance threshold met within overall Board standards; participates within an active SPC subcommittee framework (SPC held 2 meetings plus 3 subcommittee meetings in 2024) .
• Risks and RED FLAGS:
  • Not independent due to family relationship with founder and major shareholder; nominee of Mitchell Investors; potential influence risks and perceived conflicts requiring enhanced Audit/Governance oversight .
  • Limited personal beneficial ownership relative to float (<1%); while directors are subject to 5x retainer ownership guidelines, individual compliance status is not explicitly disclosed, only aggregate compliance noted .
  • Industry affiliation through ShowBiz Direct Distribution necessitates ongoing monitoring of related‑party transactions; Audit Committee oversees and must pre‑approve any such transactions per policy .
• Compensation mix signal:
  • 2024 mix ~38.6% cash ($85k) and ~61.4% equity ($134,982), aligning incentives toward longer‑term value but equity is time‑based without performance metrics (appropriate for non‑employee directors) .
• Engagement:
  • Board provides NACD memberships and continuing education; directors met 75%+ attendance thresholds; executive sessions used regularly, chaired by Non‑Executive Chairman .

Overall, Kevin Mitchell’s deep operating background is additive to Cinemark’s strategic oversight, particularly within the Strategic Planning Committee. However, his non‑independent status and familial/affiliation ties to a major shareholder present governance optics and potential conflict risks; continuous enforcement of related‑party approval processes (Audit Committee) and transparent disclosures are essential to maintain investor confidence .

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