Raymond Syufy
Cinemark HoldingsAbout Raymond Syufy
Independent director nominee (Class III) with 48 years in theatrical exhibition; age 62; on CNK’s Board since 2006 following Cinemark’s acquisition of Century Theatres. Education: MBA, University of San Francisco; BA, St. Mary’s College of California. Current role: CEO of Syufy Enterprises, Inc. (retail/real estate holding company). Not deemed independent by CNK’s Board due to related-party transactions over $120,000 annually .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Century Theatres (acquired by Cinemark in 2006) | CEO & Chairman | 2006 | Led operations and governance pre-acquisition |
| Century Theatres | President | 1991–1995 | Operational leadership across exhibition business |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Syufy Enterprises, Inc. | CEO | 2006–Present | Private retail and real estate holding company |
| Other public company boards | None disclosed | — | No other public company board service listed in CNK’s director skills matrix |
Board Governance
- Committee assignments: Strategic Planning Committee member (SPC) .
- Independence: Not independent; Board determined non-independence due to transactions with CNK exceeding $120K annually .
- Attendance: Board met 4 times in 2024; all directors attended at least 75% of Board and applicable committee meetings .
- Tenure: Director since 2006; standing for re‑election as Class III director with term expiring in 2028 if elected .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Base director retainer (cash) | $80,000 | Paid quarterly |
| SPC member retainer (cash) | $5,000 | Member fee (Chair fee would be $10,000) |
| Fees earned or paid in cash (total) | $85,000 | Per 2024 Director Compensation Table |
| Annual restricted stock (grant-date fair value) | $134,982 | Granted to non‑employee directors; typical grant date on/around June 15 |
| Director compensation cap | $1,000,000 | Total annual director compensation cap under 2024 LTIP |
Performance Compensation
| Equity Element | Grant Value | Vesting | Metrics |
|---|---|---|---|
| Restricted Stock (annual) | $135,000 policy; $134,982 actual 2024 | Vests on first anniversary of grant date; number of shares set by dividing $135,000 by closing price on grant date, rounded down | None (time-based only) |
- Stock ownership guidelines: Directors must hold CNK stock equal to 5x the base retainer; compliance reviewed annually; all directors were in compliance or working toward compliance as of the 2025 record date .
- Hedging/pledging: Company prohibits short sales, hedging, and pledging of CNK stock by directors/officers .
Other Directorships & Interlocks
| Entity | Relationship | Financial Magnitude | Notes |
|---|---|---|---|
| Syufy Enterprises, Inc. | Landlord to CNK’s Century Theatres subsidiary | ~$22.4M rent paid in 2024 | 12 theaters leased; mostly fixed minimum rent; one lease based on % of sales; Raymond Syufy is an officer of the general partner of Syufy Enterprises, Inc. |
| CNK related-party review | Audit Committee oversight | Policy applies regardless of amount | Audit Committee approves related party transactions when fair and in CNK’s best interest |
Expertise & Qualifications
- Industry experience: 30+ years in exhibition across operations and real estate; former CEO/Chair of Century Theatres; currently CEO of Syufy Enterprises .
- Strategic planning: Experience in retail/real estate contributes to SPC deliberations (capital allocation, transactions, risk oversight) .
- Education: MBA (University of San Francisco); BA (St. Mary’s College of California) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Raymond Syufy | 57,742 | * | “*” denotes less than 1% per Security Ownership table; CNK had 117,919,404 shares outstanding at record date |
- Ownership guidelines for directors: 5x base cash retainer; status “in compliance or working toward compliance” as of record date .
- Prohibited activities: Hedging/pledging barred by policy .
Governance Assessment
- Strengths: Deep exhibition operations and real estate acumen; long-serving director since 2006; active on Strategic Planning Committee supporting oversight of capital allocation and strategic transactions .
- Engagement: Met attendance threshold (≥75% of Board/committee meetings); Board conducts annual third‑party facilitated evaluations; robust director education via NACD and management updates (including AI/cyber) .
- Alignment: Receives standard non‑employee director cash retainer plus time‑based restricted stock; subject to 5x retainer ownership guideline; hedging/pledging prohibited .
- RED FLAGS: Not independent due to material related‑party exposure; CNK paid ~$22.4M in 2024 rent to Syufy Enterprises for 12 theaters where he is affiliated—ongoing landlord relationship presents potential conflict; mitigated by Audit Committee’s formal related‑party approval process and Board disclosure .
- Implication for investors: Oversight of related‑party transactions is centralized in the Audit Committee with explicit policies, but the magnitude/duration of Syufy lease payments warrants continued monitoring of recusals, approvals, and any changes in lease economics or strategic decisions involving those locations .