Melissa Thomas
Cinemark HoldingsAbout Melissa Thomas
Melissa Thomas is Executive Vice President and Chief Financial Officer of Cinemark Holdings, Inc. (CNK) since November 2021; age 45 in 2025, previously 44 in 2024 . Her background spans senior finance and accounting leadership roles at Groupon (CFO and interim CFO), Surgical Care Affiliates, Orbitz Worldwide, Equity Office Properties, and an early career at PwC . Compensation for CNK’s NEOs, including the CFO, is driven primarily by Adjusted EBITDA, revenues, and cash flow, with ~60% of NEO pay performance-based; 2024 STIP was based on worldwide Adjusted EBITDA, which achieved a 200% payout for Thomas as CNK delivered Adjusted EBITDA of $590.2 million for 2024 versus $594.1 million in 2023 and $336.5 million in 2022 . Stock ownership is guided by strict no-hedging/pledging policies and executive ownership requirements; say-on-pay support was strong at 97% in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Groupon Inc. | Chief Financial Officer | Feb 2020–Oct 2021 | Led finance organization; preceded by Interim CFO (Aug 2019–Feb 2020), CAO & Treasurer (Nov 2018–Aug 2019), and VP Commercial Finance (May 2017–Nov 2018) |
| Surgical Care Affiliates | Finance/Accounting leadership | Not disclosed | Senior leadership roles in finance and accounting |
| Orbitz Worldwide | Finance/Accounting leadership | Not disclosed | Senior leadership roles in finance and accounting |
| Equity Office Properties | Accounting roles | Not disclosed | Corporate accounting roles |
| PricewaterhouseCoopers | Began career | Not disclosed | Foundation in audit/accounting |
External Roles
No external public company directorships disclosed for Melissa Thomas .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $575,000 | $596,164 | $616,995 |
| Target Bonus (% of Base) | ≥90% (per employment agreement) | 90% | 90% |
| Actual STIP Bonus Paid ($) | $815,063 | $1,017,901 | $1,116,000 |
| All Other Compensation ($) | $19,868 | $28,107 | $29,598 |
| Total Compensation ($) | $2,397,780 | $2,692,156 | $2,940,575 |
STIP mechanics: payout based on STIP Adjusted EBITDA, with an ABO modifier up to ±15%; 2024 payouts were certified at 200% of target for Thomas (no ABO modifier) .
Performance Compensation
Annual Equity Grants and Structure (2024)
| Item | Detail |
|---|---|
| Target equity as % of base | 190% |
| Restricted Stock (RSA) grant date/value/shares | Feb 20, 2024; $471,196; 28,679 shares; vests ratably over 3 years |
| PSUs grant date/value/units | Feb 20, 2024; $706,786; target 43,018 units (threshold 21,509; max 86,037); 3-year performance period; cliff vest at 3 years |
| PSU metrics and weighting | 3-year cumulative Adjusted EBITDA (50%) and 3-year cumulative cash flow (50%); industry box office adjuster applies |
Stock vested in recent years:
| Year | Shares Vested | Value Realized ($) |
|---|---|---|
| 2023 | 53,409 | $802,608 |
| 2024 | 56,302 | $1,474,888 |
Relevant vesting schedules:
- 2022 PSUs certified at maximum and vested Feb 23, 2025; RS 2022 remaining shares vested Feb 23, 2025 .
- Sign-on restricted stock from Nov 8, 2021: remaining shares vest Nov 8, 2025; and vest schedule included a tranche vesting Nov 8, 2024 .
- RS grants vest ratably over three years; PSUs cliff vest at 3 years; dividend rights reinstated beginning Q1 2025 (RS receive non-forfeitable dividends; PSUs accruals paid at vest if earned) .
STIP Performance Goals and Outcome (2024)
| Metric | Targeting Approach | Actual (as adjusted) | Payout |
|---|---|---|---|
| Worldwide STIP Adjusted EBITDA | Based on annual budget with industry box office adjuster; bonus for Thomas tied to worldwide metric | $574.0 million (vs reported Adjusted EBITDA $590.2 million; adjustments applied) | 200% of target for Thomas; no ABO modifier |
Equity Ownership & Alignment
Beneficial ownership:
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Melissa Thomas | 225,368 | <1% (as disclosed) |
Outstanding equity awards at 12/31/2024:
| Type | Shares/Units Unvested | Market/Payout Value ($) | Notes |
|---|---|---|---|
| Restricted Stock (Nov 8, 2021) | 36,409 | $1,127,951 | Remaining vest Nov 8, 2025 |
| Restricted Stock (Feb 23, 2022) | 7,913 | $245,145 | Vested Feb 23, 2025 |
| Restricted Stock (Feb 20, 2023) | 23,974 | $742,715 | Ratable over 3 years |
| Restricted Stock (Feb 20, 2024) | 28,679 | $888,475 | Ratable over 3 years |
| PSUs (Feb 23, 2022) | 107,876 | $3,341,998 | Certified at max; vested Feb 23, 2025 |
| PSUs (Feb 20, 2023) | 60,027 | $1,859,636 | Performance-based; cliff vest at 3 years |
Change-in-control acceleration (as of 12/31/2024):
| Type | Shares that would fully vest |
|---|---|
| Unvested Restricted Stock | 96,975 |
| Unvested PSUs (assuming maximum payout basis used for disclosure) | 256,210 |
Alignment policies:
- Stock ownership guidelines: Executive Vice Presidents must hold 2x base salary; compliance reviewed annually; all NEOs and directors were in compliance or working toward compliance as of record date .
- Strict prohibitions: no short sales/hedging; pledging and margin accounts prohibited; unconditionally prohibits hedging and pledging for covered employees .
- No stock options outstanding for NEOs at year-end 2024 (reduces repricing risk) .
Employment Terms
Key provisions (current employment agreement):
- Initial term 3 years, auto-extended annually; annual salary review (no decreases) .
- Target cash bonus: not less than 90% of base salary for Thomas .
- Annual equity incentive awards: at least 175% of base salary for Thomas .
- Covenants: confidentiality; non-compete for 1 year post-termination; non-compete void if the executive resigns for “good reason” .
- Clawback policy adopted in 2023 compliant with NYSE listing; recovery required upon restatement .
- Perquisites: limited; post-termination office space/support for up to 3 months (unless terminated for cause) .
- Sign-on bonus: $500,000 paid in February 2022 .
Severance economics (hypothetical event on 12/31/2024):
| Scenario | Salary ($) | Bonus ($) | Health ($) | Life/Disability ($) | Assistance ($) | Value of Equity ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Termination without cause / Good reason | 1,240,000 | 1,674,000 | 35,020 | 15,296 | 828 | 6,840,880 | 9,806,024 |
| Change in control termination (double-trigger) | 1,240,000 | 1,953,000 | 43,775 | 19,120 | 828 | 10,941,671 | 14,198,394 |
| Death/Disability | 620,000 | 1,116,000 | 17,510 | 7,648 | 828 | 6,840,880 | 8,602,866 |
Performance & Track Record
Adjusted EBITDA reconciliation (company-level context for pay):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Adjusted EBITDA ($mm) | $336.5 | $594.1 | $590.2 |
Compensation program drivers explicitly cited by CNK as “most important” for determining NEO pay: Adjusted EBITDA, Revenues, Cash Flow .
Compensation Peer Group
Peer group used for benchmarking (2024): AMC Entertainment, Bloomin’ Brands, Brinker International, Cedar Fair, Cineplex, IMAX, Dave & Buster’s, Hyatt Hotels, Six Flags, Lions Gate Entertainment, Live Nation Entertainment, Madison Square Garden Company, Wyndham Hotels & Resorts .
Say-on-Pay & Shareholder Feedback
Say-on-pay approval was 97% at the 2024 Annual Meeting; CNK engaged ~77% of institutional holders and implemented governance disclosure enhancements based on feedback .
Investment Implications
- Pay-for-performance alignment: CFO incentives are tightly linked to Adjusted EBITDA and cash flow, with STIP and PSUs emphasizing operating leverage and free cash generation; strong 2024 STIP payout indicates over-performance versus targets and industry-adjusted metrics .
- Retention and selling pressure: Multiple near-term vest events exist, notably 36,409 RS shares on Nov 8, 2025 and 2023/2024 RS tranches over the next two years; 2022 PSUs (107,876 units) vested Feb 23, 2025—monitor Form 4s for tax-withholding-related sales post-vest .
- Alignment and governance: Robust ownership guidelines (2x salary), strict no-hedging/pledging, and a clawback policy reduce misalignment risks; absence of options mitigates repricing red flags .
- Change-in-control economics: Double-trigger CoC with full equity acceleration drives significant value realization (~$14.2 million for Thomas in the illustrative 12/31/2024 scenario); in an M&A, this may incentivize management continuity through the trigger window and could influence trading around deal speculation .
- Benchmarking discipline: Use of an industry-relevant peer group and independent consultant (Pearl Meyer) supports market-competitive but disciplined pay structures; strong say-on-pay support indicates investor acceptance of the framework .