Mark Zoradi
Cinemark HoldingsAbout Mark Zoradi
Mark Zoradi is an entertainment-industry operator and former CEO of Cinemark (2015–2021) who now serves as an independent director at CNK. He is 71, has served on CNK’s board since 2015, and holds an MBA from UCLA and a BA from Westmont College. The board determined he became independent effective January 1, 2025, three years after stepping down as CEO, consistent with NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cinemark Holdings, Inc. | Chief Executive Officer | 2015–2021 | Led strategy including recliner expansion, F&B upgrades, omni-channel marketing, and exhibitor-driven subscription program . |
| DreamWorks Animation SKG | Chief Operating Officer | 2014 | Operational leadership at major animation studio . |
| Dick Cook Studios | President & COO | 2011–2013 | Senior operating leadership in media/production . |
| The Walt Disney Company | President, Walt Disney Motion Picture Group | 2007–2010 | Global studio leadership . |
| The Walt Disney Company | President, Buena Vista International | 1993–2006 | International theatrical/home entertainment marketing and distribution oversight . |
| The Walt Disney Company | SVP & GM, Buena Vista Television | 1987–1991 | TV unit leadership . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National CineMedia, Inc. (NASDAQ: NCMI) | Director (prior) | 2014–2021 | Not disclosed in CNK proxy . |
Board Governance
- Committee assignments (2024): Strategic Planning Committee member (SPC); SPC held 2 meetings and a capital allocation subcommittee met 3 times in 2024. Zoradi is not listed on Audit, Compensation, or Governance committees; he does not chair any committee .
- Attendance: The board held 4 meetings and 2 written consents in 2024; all directors attended at least 75% of board and relevant committee meetings .
- Independence: Became independent January 1, 2025; in 2024 he was not independent due to prior employment. Board applies NYSE tests and reviews related-party transactions in making independence determinations .
- Director since: 2015; Age: 71 .
Fixed Compensation
Director pay structure and 2024 amounts.
| Component | Policy / Detail | Amount / Terms |
|---|---|---|
| Base director retainer (cash) | Non-Employee Director Compensation Policy | $80,000 per year . |
| Committee member retainers (cash) | Audit $12,500; Compensation $12,500; Governance $10,000; Strategic Planning $5,000 | Per committee per year . |
| Committee chair retainers (cash) | Audit $25,000; Compensation $25,000; Governance $20,000; Strategic Planning $10,000 | Per chair per year . |
| Non-executive Chairman additional retainer | Cash | $90,000 (if applicable; not applicable to Zoradi) . |
| Annual equity grant to directors | Restricted stock valued at $135,000; typically granted on/around June 15; vests on 1st anniversary | Value-based share count; time-based vesting . |
| Director comp cap | Under 2024 LTIP, total director comp (cash + grant date fair value) capped at $1,000,000 per fiscal year | Plan limit . |
| 2024 Director Compensation (Zoradi) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 85,000 |
| Stock Awards (grant-date fair value) | 134,982 |
| Total Compensation Actually Received | 219,982 |
Notes:
- Zoradi’s $85,000 cash aligns with $80,000 base retainer + $5,000 Strategic Planning Committee member fee .
Performance Compensation
CNK does not use performance-conditioned equity for directors; annual grants are time-vested restricted stock.
| Equity Grant Detail | 2024 Terms |
|---|---|
| Instrument | Restricted stock (time-vested) . |
| Target grant value | $135,000 (value-based share determination) . |
| Typical grant timing | On/around June 15 . |
| Vesting | 100% on first anniversary, subject to continued service . |
| Performance metrics | None for director equity (time-based only) . |
| Hedging/pledging | Company strictly prohibits officers and directors from short sales/hedging; restricts pledging transactions . |
| Clawback | Company adopted NYSE-compliant clawback policy in 2023 (applies to erroneously awarded performance-based comp) . |
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Current public company boards (Zoradi) | None disclosed in CNK proxy . |
| Prior public boards | National CineMedia, Inc. (2014–2021) . |
| Interlocks/potential conflicts | 2024 related-party transactions disclosed involve other directors (e.g., Syufy leases; Mitchell-affiliated entities; ShowBiz Direct distribution); no Zoradi-specific related-party transactions disclosed . |
Expertise & Qualifications
- Industry/operator expertise: 40+ years in entertainment; senior leadership at Disney, DreamWorks, and as CNK CEO (2015–2021), bringing strategic planning and operating know-how directly relevant to exhibition .
- Board skills matrix: Board cites Zoradi among directors contributing strategic vision/planning, industry experience, financial literacy, and other relevant competencies for CNK’s theater operations and strategy .
- Education: MBA (UCLA Anderson); BA (Westmont) .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 443,972 shares . |
| % of outstanding | <1% (“*” in proxy) . |
| Shares outstanding (record date) | 117,919,404 . |
| Ownership guidelines (directors) | 5x annual cash retainer; five years to comply . |
| Compliance status | As of record date, all directors were in compliance or working toward compliance with guidelines . |
| Pledging/hedging | Company prohibits hedging and restricts pledging by officers/directors . |
| Section 16 filings | Company reported all required filings timely for 2024 except specified late filings by the CEO (no exceptions noted for Zoradi) . |
Governance Assessment
- Independence and potential conflicts: Zoradi transitioned to independent status on January 1, 2025 after a three-year cooling-off period post-CEO role, aligning with NYSE standards; no Zoradi-specific related-party transactions disclosed in 2024—mitigating conflict risk .
- Board effectiveness and engagement: Active on the Strategic Planning Committee (2 meetings; subcommittee met 3 times on capital allocation/financing), with overall board attendance ≥75% for all directors in 2024, supporting engagement in capital allocation oversight .
- Alignment and incentives: Director pay is balanced (cash + time-vested equity), with substantial ownership (443,972 shares) and stringent ownership/anti-hedging policies; equity is time-based (no director performance metrics), which is standard among U.S. issuers .
- Compensation governance context: Compensation Committee is independent; uses independent consultant Pearl Meyer; strong say-on-pay support (~97% in 2024) indicates broad shareholder alignment—though Zoradi is not on the Compensation Committee .
- Board structure: CNK maintains separate Chair/CEO roles; independent committee chairs across key committees (Audit, Compensation, Strategic Planning), which supports effective oversight; Zoradi contributes operating depth rather than financial oversight roles .
Watch item (not a red flag): Recently attained independence (Jan 1, 2025) after serving as CNK’s CEO through 2021; while compliant with NYSE rules, investors may monitor his objectivity on legacy strategies in the near term .
No red flags disclosed: No Zoradi-related related-party transactions, pledging, hedging, or Section 16 issues were reported in 2024 .