Nina Vaca
Cinemark HoldingsAbout Nina Vaca
Independent director since 2014; age 53; BA, Texas State University. Founder, Chairman & CEO of Pinnacle Group, a global workforce solutions company. Serves as Chair of CNK’s Compensation Committee and member of the Governance Committee, with core credentials in CEO leadership, information technology, and executive compensation oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pinnacle Group, Inc. | Founder, Chairman & CEO | 1996–Present | Scaled largest Hispanic-owned workforce solutions firm; IT and scaling expertise |
| Presidential Ambassador for Global Entrepreneurship | White House Appointee | 2014–Present | External leadership and entrepreneurship advocacy |
| Aspen Institute | Henry Crown Fellow | 2016–Present | Leadership development; strategic perspective |
| Council on Foreign Relations | Life Member | 2019–Present | Geopolitical and policy network |
External Roles
| Company | Exchange | Role | Tenure | Committees/Notes |
|---|---|---|---|---|
| Comerica, Inc. | NYSE: CMA | Director | 2008–Present | Public company board service |
| Kohl’s Corporation | NYSE: KSS | Director (Prior) | 2010–2019 | Prior public board experience |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Governance Committee .
- Independence: Board affirmed Ms. Vaca is independent under NYSE standards; eligible for Compensation Committee membership requirements .
- Attendance: In 2024, all directors attended at least 75% of Board and relevant committee meetings; Board met 4 times, with 2 written consents. Governance Committee met 3 times; Compensation Committee met 4 times .
- Governance structure: Independent non-executive Chairman; separation of Chair and CEO roles since 2007; independent oversight through executive sessions .
- Compensation Committee interlocks: No interlocks or insider participation; all members (including Vaca) have never been officers/employees of CNK or its subsidiaries .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Director Retainer (Cash) | $80,000 | $80,000 |
| Compensation Committee Chair Fee | $25,000 | $25,000 |
| Governance Committee Member Fee | $7,500 | $10,000 |
| Non-Exec Chairman Increment | N/A | N/A |
| Total Cash for Vaca | $112,500 | $115,000 |
Notes
- Committee fee schedule: Audit Chair $25k/Members $12.5k; Compensation Chair $25k/Members $12.5k; Governance Chair $15k (2023)/$20k (2024); Members $7.5k (2023)/$10k (2024); Strategic Planning Chair $10k/Members $5k .
Performance Compensation
| Component | Grant Policy | 2023 | 2024 |
|---|---|---|---|
| Annual Restricted Stock | $135,000 grant value; typically around June 15; vests on first anniversary | $134,998 (grant-date fair value) | $134,982 (grant-date fair value) |
| Options | Not used for directors | N/A | N/A |
| Performance Metrics | None for director equity grants (time-based RS only) | N/A | N/A |
Other Directorships & Interlocks
| Potential Interlock Area | Observation |
|---|---|
| Banking relationships via Comerica | No related-party transactions disclosed involving Ms. Vaca or Comerica; Audit Committee reviews and approves all related-party transactions per policy . |
| Supplier/customer overlaps | None disclosed involving Ms. Vaca; related-party transactions disclosed for other directors (Mitchell/Syufy), not Vaca . |
Expertise & Qualifications
- CEO leadership; scaling technology-enabled services; information technology and cybersecurity-adjacent literacy; governance and compensation expertise .
- Board skill matrix indicates strengths in Financial Literacy, Risk Management, Strategic Vision, Corporate Governance, and Other Public Company Board Service .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficial Shares | 45,422 | 52,786 |
| Shares Outstanding | 122,347,232 | 117,919,404 |
| Ownership % | 0.037% (computed from reported figures) | 0.045% (computed from reported figures) |
| Stock Ownership Guideline | 5× annual director cash retainer; directors have 5 years to comply | |
| Compliance Status | All directors “in compliance, or working toward compliance” as of record date | |
| Hedging/Pledging | Company unconditionally prohibits hedging and pledging by covered employees/directors | |
| Section 16 Filings | No delinquent reports attributed to Vaca; 2024 late Form 4 noted for CEO only |
Governance Assessment
- Compensation oversight: As Chair, Vaca leads an independent Compensation Committee that sets performance metrics (Adjusted EBITDA, cash flow) for NEO pay, uses an independent consultant (Pearl Meyer), maintains clawback and risk-mitigating practices, and achieves strong say‑on‑pay support (95% in 2023; 97% in 2024) — supportive of investor confidence .
- Independence and engagement: Independent status, active committee roles, and documented attendance at/above 75% indicate solid engagement and board effectiveness .
- Ownership alignment: Time‑based RS grants and 5× retainer stock guideline foster alignment; Company prohibits hedging/pledging, reducing alignment risk. Vaca’s beneficial stake is modest (<0.05%) but consistent with director norms; compliance monitored annually .
- Conflicts/related parties: No related‑party transactions involving Vaca disclosed; Audit Committee policy robust and centralizes approval of any such transactions, mitigating conflict risk .
- RED FLAGS: None disclosed for Vaca regarding attendance shortfalls, related‑party exposure, hedging/pledging, or Section 16 issues. Continue monitoring Comerica and Pinnacle for any future CNK relationships and periodic updates in “Certain Relationships and Related Transactions” .
Director Compensation (Summary for Vaca)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $112,500 | $115,000 |
| Stock Awards ($, grant-date FV) | $134,998 | $134,982 |
| Total ($) | $247,498 | $249,982 |
Committee Activity Snapshot (2024)
| Committee | Chair | Members | Meetings | Notes |
|---|---|---|---|---|
| Compensation | Nina Vaca | Chereskin, Sepulveda, Antonellis | 4; 1 consent | Sets NEO metrics (Adj. EBITDA/cash flow), approves payouts; independent . |
| Governance | Rosenberg | Loewe, Vaca | 3; 0 consents | Oversees nominations, board evals, succession planning, sustainability . |
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval: 95% (2023) and 97% (2024) — evidencing support for compensation oversight led by the Compensation Committee .
- Engagement: Outreach to major institutions and proxy advisors; disclosures enhanced on governance, tenure, and board qualifications in response to feedback .
Compensation Structure Analysis (Signals)
- Director pay mix stable: Cash retainers tied to roles; equity as time‑based RS ($135k) — no options or performance‑linked awards for directors (lower risk profile) .
- Governance safeguards: Prohibition on hedging/pledging; clawback policy for executives; independent consultant (Pearl Meyer) reviewed compensation practices .
Related Party Transactions (Conflict Review)
- Audit Committee policy requires approval of all related‑party transactions; 2024 disclosures list transactions for other directors (Mitchell/Syufy) — none involving Vaca .
Expertise & Qualifications
- CEO experience; information technology; governance; compensation oversight; risk management; strategic planning (as per board matrix and biography) .
Equity Ownership
- Beneficial ownership modest but aligned via stock ownership guidelines; ongoing annual compliance review .
Governance Assessment: Bottom Line
- Vaca’s role as independent Compensation Committee Chair, consistent attendance, strong say‑on‑pay outcomes, and absence of related‑party exposure present a positive governance profile. Maintain monitoring for any emerging interlocks involving Comerica or Pinnacle Group, but current disclosures show no conflicts impacting CNK investor confidence .