Michael Cavalier
Executive Vice President - General Counsel & Business Affairs, Secretary at 
Cinemark Holdings
Cinemark HoldingsExecutive
About Michael Cavalier
Michael Cavalier (age 58) serves as Executive Vice President – General Counsel and Business Affairs and Secretary at Cinemark; he has been with the company for more than 30 years and has held senior legal leadership roles since 2006 . Company performance context for 2024: revenue exceeded $3 billion, Adjusted EBITDA reached $590 million with a 19.4% margin, and free cash flow was $315 million, amid reinstatement of a $0.32 annual dividend . Pay-versus-performance disclosures show 2024 net income of $309.7 million and Adjusted EBITDA of $590.2 million, with TSR presented at $92.95 (SEC methodology) versus a peer group TSR of $195.60 for the same horizon .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cinemark Holdings, Inc. | Associate General Counsel | 1993–1997 | Foundational in-house counsel experience supporting growth |
| Cinemark Holdings, Inc. | General Counsel | 1997–present | Led legal oversight through industry cycles and capital structure evolution |
| Cinemark Holdings, Inc. | SVP – General Counsel & Secretary | 2006–2014 | Elevated governance responsibilities and corporate secretary oversight |
| Cinemark Holdings, Inc. | EVP – General Counsel & Secretary | Feb 2014–Jul 2021 | Expanded executive leadership role in legal strategy and governance |
| Cinemark Holdings, Inc. | EVP – General Counsel & Business Affairs, Secretary | Jul 2021–present | Combined legal and business affairs leadership during post-pandemic recovery |
External Roles
- No external public company directorships or outside roles are disclosed for Mr. Cavalier in the proxy statement .
Fixed Compensation
- Base salary increased 3.23% in 2024 to $616,995 from $597,699 in 2023 .
Multi-year compensation (as reported in SCT):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $583,334 | $597,699 | $616,995 |
| Stock Awards (grant-date fair value) | $1,005,030 | $1,049,985 | $1,177,982 |
| Non-Equity Incentive Plan (STIP) | $829,238 | $1,017,900 | $1,116,000 |
| All Other Compensation | $73,303 | $59,074 | $43,282 |
| Total Compensation | $2,490,905 | $2,724,658 | $2,954,259 |
All other compensation detail (2024):
- 401(k)/HSA company match $21,950; insurance premiums $15,661; dividends on restricted stock/vested PSUs $5,671 .
Performance Compensation
Short-Term Incentive Program (STIP) – 2024 design and outcome
- Metric: Company STIP Adjusted EBITDA (with industry box office/attendance adjuster); payout formula applies threshold/target/maximum with a discretionary +/-15% ABO modifier; Cavalier’s target opportunity is a percent of base salary .
- 2024 company results: Worldwide STIP Adjusted EBITDA achieved 121.7% of target (adjusted for industry overperformance), driving a 200% of target payout for Cavalier; no ABO modifier applied .
| Item | 2024 STIP Design/Result |
|---|---|
| Target as % of salary | 90% |
| Financial metric weighting | 100% Worldwide STIP Adjusted EBITDA (with box office/attendance adjustment) |
| Threshold / Target / Max | 50% / 100% / 200% of target |
| Achieved (worldwide) | 121.7% of target (post-adjustment) |
| Payout vs target | 200% (max) |
| Actual STIP paid | $1,116,000 |
Long-Term Incentives (LTIP)
- Mix and metrics: Annual equity granted 40% time-based restricted stock (RSA) and 60% performance stock units (PSU). PSU metrics are equally weighted three-year cumulative Adjusted EBITDA and three-year cumulative cash flow (2024–2026), with an industry box office adjuster; PSUs cliff-vest at three years if earned .
- 2024 grant sizing: Total target equity $1.178 million (190% of base salary), split into RSAs ($471k) and PSUs (~$707k) .
2024 grant details:
| Grant date | Vehicle | Count | Grant-date FV (USD) | Vesting |
|---|---|---|---|---|
| Feb 20, 2024 | RSAs | 28,679 | $471,196 | Ratable over 3 years |
| Feb 20, 2024 | PSUs (target) | 43,018 | $706,786 | Cliff vest at 3 years, performance-based |
Performance cohorts and status:
- 2022 PSUs: Certified at 175% (max) and vested Feb 23, 2025 .
- 2023 PSUs (target 107,876 unearned as of 12/31/24): Company estimates “most likely outcome” at maximum level for the 2023 grant based on updated expectations (timing per plan) .
- 2024 PSUs (target 60,027 unearned as of 12/31/24): Company estimates 150% of target “most likely outcome” for the 2024 grant based on updated expectations .
Outstanding awards and vesting schedule (as of 12/31/2024)
| Grant | Type | Unvested/Unearned Shares | Key vest date(s) |
|---|---|---|---|
| Feb 19, 2021 | RS (time-based) | 9,906 | Feb 19, 2025 |
| Feb 19, 2021 | RS (4-year cliff) | 19,812 | Feb 19, 2025 |
| Jul 28, 2021 | RS (realignment) | 3,375 | Jul 28, 2025 |
| Feb 23, 2022 | RS | 8,050 | Feb 23, 2025 |
| Feb 23, 2022 | PSUs | 63,380 (shown at max) | Vested Feb 23, 2025 |
| Feb 20, 2023 | RS | 23,974 (remaining) | Ratable through 2026 |
| Feb 20, 2023 | PSUs (target) | 107,876 | Performance period 2023–2025; vest 2026 if earned |
| Feb 20, 2024 | RS | 28,679 | Ratable through 2027 |
| Feb 20, 2024 | PSUs (target) | 60,027 | Performance period 2024–2026; vest 2027 if earned |
- No stock options were outstanding for any NEO as of 12/31/2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 299,718 shares as of record date (Mar 20, 2025); less than 1% of shares outstanding |
| Shares outstanding (record date) | 117,919,404 shares |
| Vested vs unvested | See outstanding awards above; PSUs vest only if performance achieved |
| Options | None outstanding |
| Hedging/pledging | Company unconditionally prohibits hedging, pledging, and holding securities in margin accounts by covered employees ; also states no short-sales/hedging and restricted pledging transactions as a pay practice avoided |
| Ownership guidelines | Executive Vice Presidents required to hold 2x base salary in stock; 5-year compliance window; as of record date, all NEOs and directors were in compliance or working toward compliance |
Employment Terms
Key contractual provisions (NEO employment agreements):
- Term: Initial 3-year term, automatically extended one year each year unless terminated .
- Non-compete: One-year post-termination (void if resignation for Good Reason) .
- Clawback: NYSE-compliant clawback policy for restatements adopted in 2023 .
- Double trigger CoC: Benefits paid upon termination without cause or for Good Reason within 1 year post-change-in-control; equity fully vests .
Severance economics (assuming event on Dec 31, 2024):
| Scenario | Salary | Bonus | Health Ins. | Life/Disability | Office Assistance | Equity Value | Total |
|---|---|---|---|---|---|---|---|
| Termination w/o Cause or for Good Reason | $1,240,000 | $2,133,901 | $22,146 | $31,322 | $828 | $6,968,331 | $10,396,528 |
| Change in Control termination (double trigger) | $1,240,000 | $2,642,852 | $27,683 | $39,153 | $828 | $10,876,737 | $14,827,253 |
| Death/Disability | $620,000 | $1,116,000 | $11,073 | $15,661 | $828 | $6,968,331 | $8,731,893 |
Other terms:
- STIP target: 90% of base salary for Cavalier .
- Equity awards: Annual RSA and PSU eligibility (PSUs 60% of LT grant) .
- Benefits/perquisites: 401(k) match and standard insurance; post-termination office space/support up to 3 months (unless terminated for cause) .
Compensation Structure Analysis
- Variable pay leverage: For non-CEO NEOs (including Cavalier), approximately 62% of 2024 compensation was variable (“pay-at-risk”), increasing alignment with company performance .
- STIP calibration: 100% reliance on Adjusted EBITDA with an explicit industry box office/attendance adjustment reduces uncontrollable volatility and ties payout to execution vs. peers; 2024 resulted in maximum payouts (200%) due to outperformance .
- LTIP emphasis on PSUs: 60% PSU weighting with three-year cumulative Adjusted EBITDA and cash flow metrics plus box office adjustments emphasizes multi-year value creation and balance sheet strength .
- No option repricing; no tax gross-ups; no pension benefits; strong clawback and anti-hedging/pledging provisions mitigate risk .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support was 97% in favor, reflecting strong shareholder endorsement of compensation design and alignment .
Equity Supply and Vesting Overhang (Insider Selling Pressure)
- 2025 vesting cadence: 2021 RS (including 4-year cliff) and 2022 RS tranches vest in Q1 2025; 2022 PSUs vested in Feb 2025 at 175% of target, creating meaningful share deliveries to NEOs, including Cavalier . Insider trading policy prohibits pledging/hedging and transactions are subject to company procedures, which helps moderate governance risk around sales .
Peer Benchmarking Context
- Compensation peer group used for 2024 included: AMC Entertainment, Bloomin’ Brands, Brinker International, Cedar Fair, Cineplex, IMAX, Dave & Buster’s, Hyatt, Six Flags, Lions Gate, Live Nation, Madison Square Garden, Wyndham Hotels .
Investment Implications
- Alignment: Cavalier’s pay mix (62% variable for NEOs) and heavy PSU weighting signal multi-year alignment to EBITDA and cash flow, metrics central to debt reduction and free cash flow generation post-pandemic .
- Near-term supply: 2025 vesting events (RS and PSUs at max for 2022 cohort) could introduce episodic selling pressure as awards settle; monitor 10b5-1 program disclosures and Form 4s for actual sales, noting strict anti-hedging/pledging policy .
- Retention/CoC risk: Double-trigger CoC with full equity acceleration raises potential transaction costs but lowers “stay for deal” uncertainty; standard severance (2x salary plus bonus benchmark) appears market-aligned and should support retention without excessive guarantee .
- Governance quality: Strong say-on-pay support (97%), clear clawback, stock ownership guidelines (2x salary for EVPs), and no pension/tax gross-ups indicate investor-friendly practices mitigating compensation risk .
- Execution track record: Company outperformed industry expectations in 2024 across revenue, EBITDA margin, and FCF; Cavalier’s tenure and legal/business affairs leadership through multiple cycles support continuity, though TSR (per SEC PVP) still trails the broader peer construct over the disclosed horizon, warranting continued focus on capital allocation and growth .
Notes on data sources:
- All compensation, ownership, plan design, and severance economics are drawn from the 2025 definitive proxy unless otherwise indicated - - -.
- 2024 performance context and shareholder communications drawn from the same proxy’s performance highlights and engagement sections - .