Nancy Loewe
Cinemark HoldingsAbout Nancy Loewe
Independent director since 2017; age 57; MBA (SMU) and BA (UMass Amherst Isenberg). Audit Committee Chair and SEC-defined “audit committee financial expert,” and member of the Governance Committee. Career CFO/finance leader (CelLink CFO; Weyerhaeuser CFO; Visa SVP-Finance; Kimberly-Clark International CFO/Chief Strategy Officer/Corporate Treasurer; Frito-Lay North America CFO). Independence affirmed under NYSE rules.
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| CelLink (private) | Chief Financial Officer | 2022–Present | Senior finance leadership; manufacturing for EV/Aerospace; transactional and transformation experience. |
| Weyerhaeuser (NYSE: WY) | Chief Financial Officer | 2021–2022 | Public company CFO experience; financial management oversight. |
| Visa, Inc. (NYSE: V) | SVP – Finance | 2019–2021 | Global payments finance and risk oversight. |
| Kimberly-Clark International | International CFO | 2014–2017 | Multi-national finance leadership. |
| Kimberly-Clark Corporation | Chief Strategy Officer | 2012–2014 | Corporate strategy formulation and execution. |
| Kimberly-Clark Corporation | Corporate Treasurer | 2011–2013 | Capital markets and liquidity management. |
| Frito-Lay North America | Chief Financial Officer | 2009–2010 | Consumer products finance leadership. |
External Roles
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in the proxy biography. |
| Private company roles | CelLink CFO (current). |
| Non-profit/academic boards | Not disclosed. |
Board Governance
| Attribute | Detail |
|---|---|
| Independence status | Independent director under NYSE rules; meets Audit Committee membership requirements; designated audit committee financial expert. |
| Committees | Audit (Chair & Financial Expert); Governance (Member). |
| Committee activity | Audit: 4 meetings, 1 consent in 2024. Governance: 3 meetings, 0 consents in 2024. |
| Attendance | All directors attended ≥75% of Board and applicable committee meetings in 2024 (Loewe included). |
| Audit Committee remit (selected) | Financial reporting integrity, internal control, auditor oversight, whistleblower program, cybersecurity/AI risk oversight, and delegated approval of related-party transactions. |
| Audit Committee report | Signed by Loewe as Chair; recommended inclusion of 2024 audited financials in Form 10-K and confirmed auditor independence. |
| Executive sessions | Non-management directors met 4 times; independent directors met once in executive session in 2024. |
Fixed Compensation
| Component | Policy/Amount | 2024 Actual |
|---|---|---|
| Annual cash retainer | $80,000 (paid quarterly) | Included in fees earned |
| Committee chair fees | Audit Chair: $25,000; Compensation Chair: $25,000; Governance Chair: $20,000; Strategic Planning Chair: $10,000 | Audit Chair fee applicable |
| Committee member fees | Audit: $12,500; Compensation: $12,500; Governance: $10,000; Strategic Planning: $5,000 | Governance member fee applicable |
| Non-Exec Chairman add’l retainer | $90,000 (only for Chair) | Not applicable to Loewe |
| Total fees earned (cash) | — | $115,000 (2024) |
Performance Compensation
| Element | Grant Value/Terms | 2024 Actual |
|---|---|---|
| Annual equity grant (directors) | Restricted stock valued at $135,000; number of shares = $135,000 / closing price; grant typically on/around June 15; 1-year cliff vest; subject to continued service; director ownership guideline applies. | Stock awards (grant-date fair value): $134,982 (2024) |
| Performance metrics tied to director pay | None disclosed for directors; equity is time-based, not performance-based. | |
| Plan cap | Non-employee director total annual comp capped at $1,000,000 under 2024 Plan. | |
| Hedging/pledging | Strictly prohibited for officers and directors. |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Compensation Committee interlocks | Committee comprises Vaca (Chair), Chereskin, Sepulveda, Antonellis; no interlocks disclosed; none involve Loewe. |
| Related-party transactions | Audit Committee (chaired by Loewe) approves all related-party transactions; disclosed transactions involve Lee Roy Mitchell, Kevin Mitchell, Raymond Syufy—none disclosed for Loewe. |
Expertise & Qualifications
- Audit committee financial expert; deep financial literacy and corporate finance capability from CFO and treasury roles.
- Risk oversight and transaction execution (acquisitions, spin-offs, capital transactions), applicable to CNK’s capital allocation and controls.
- Governance experience via Audit and Governance Committees, including oversight of cybersecurity and ethics/compliance.
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership | 45,389 shares; <1% of outstanding. |
| Shares outstanding reference | 117,919,404 (as of record date). |
| Ownership guidelines (directors) | Required to hold 5× base retainer; compliance reviewed annually. |
| Compliance status | All directors/NEOs were in compliance or working toward compliance as of the record date. |
| Pledging/hedging | Prohibited; no pledging permitted. |
| Section 16 compliance | No delinquent filings reported for directors; exception noted for CEO Sean Gamble (estate-planning transfer) not applicable to Loewe. |
Governance Assessment
- Strengths: Independent status; Audit Chair with SEC “financial expert” designation; robust committee activity; oversight of financial integrity, cybersecurity/AI risks and whistleblower program; strong attendance; director equity with ownership guideline alignment; anti-hedging/pledging policy.
- Compensation alignment: Cash/equity mix consistent with market; time-based RS fosters retention without encouraging risk; director pay structure set via independent consultant and capped under plan.
- Conflicts: No related-party transactions disclosed involving Loewe; related-party approval centralized in Audit Committee she chairs.
- Shareholder signals: Board reports strong engagement; 2024 Say-on-Pay support at ~97% reflects positive investor sentiment toward governance and pay practices.
RED FLAGS
- None disclosed specific to Loewe: no related-party dealings, no hedging/pledging, independent status intact, attendance thresholds met.
Implications for investors: Loewe’s audit leadership and finance background enhance board effectiveness on controls, risk, and capital oversight. Independence, attendance, and ownership alignment support investor confidence; absence of conflicts and strong governance practices (clawback, anti-hedging/pledging) reduce governance risk.