Sean Gamble
Cinemark HoldingsAbout Sean Gamble
Sean Gamble (age 50) is President and CEO of Cinemark Holdings (CNK) and has served as a director since 2022; he became CEO on January 1, 2022 after serving as President from 2021, COO from 2018, and EVP/CFO from 2014. He holds a BS from Bucknell University and previously was EVP & CFO of Universal Pictures (NBCUniversal/Comcast) and held senior finance roles at GE, including CFO of GE Oil & Gas Equipment in Italy . Under his leadership, Cinemark reported 2024 revenue “more than $3 billion,” Adjusted EBITDA of $590.2 million (19.4% margin), and free cash flow of $315 million, and reinstated a cash dividend; 2023 revenue was $3.1 billion with Adjusted EBITDA of $594.1 million (19.4% margin) and $295 million FCF . Pay-versus-performance disclosures show TSR improving with “Value of Initial $100 Investment” at $92.95 in 2024 vs $42.28 in 2023, alongside net income of $309.7 million for 2024 and $188.2 million for 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cinemark Holdings | President & CEO | 2022–present | Led post-pandemic recovery, sustained market share gains, 2024 EBITDA margin 19.4%, reinstated dividend . |
| Cinemark Holdings | President; COO | 2021–2022 (President); 2018–2022 (COO) | Drove premium formats, pricing analytics, productivity/labor improvements . |
| Cinemark Holdings | EVP & CFO | 2014–2018 | Financial leadership through industry cycles . |
| NBCUniversal/Comcast | EVP & CFO, Universal Pictures | 2009–2014 | Studio finance leadership in distribution/exhibition ecosystem . |
| General Electric | CFO, GE Oil & Gas Equipment; other senior roles | 2007–2009 (CFO); total 15 years at GE | International finance and operational rigor . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No other current public directorships disclosed . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 825,000 | 900,000 | 936,000 |
| Target Annual Bonus (% of Base) | 150% (STIP) | 150% (STIP) | 160% (STIP) |
Notes:
- CEO pay ratio: 867:1 (2023) and 967:1 (2024) as disclosed .
Performance Compensation
Short-Term Incentive Program (STIP)
- Structure: Annual cash; primary metric is STIP Adjusted EBITDA; includes industry box-office and LATAM attendance adjusters, FX collar, and limited ABO modifier (±15%) for non-CEO participants .
- CEO weighting: 100% on worldwide STIP Adjusted EBITDA .
| Year | Metric | Target (qualitative) | Actual | Payout (% of Target) | CEO Payout ($) |
|---|---|---|---|---|---|
| 2023 | Worldwide STIP Adjusted EBITDA | Based on Board-approved budget with industry adjusters | $550.0mm STIP Adj. EBITDA (=116% of target); Company Adj. EBITDA $594.1mm | 181% | 2,443,500 |
| 2024 | Worldwide STIP Adjusted EBITDA | Based on Board-approved budget with industry adjusters | $574.0mm STIP Adj. EBITDA (=121.7% of target); Company Adj. EBITDA $590.2mm | 200% (max) | 2,995,200 |
Long-Term Incentives (LTI)
- Design: Mix of Restricted Stock Awards (RSAs) and Performance Stock Units (PSUs), typically 40% RSAs / 60% PSUs; RSAs vest ratably over 3 years; PSUs cliff-vest at 3 years based on equal weighting of 3-year cumulative Adjusted EBITDA and 3-year cumulative cash flow; PSU targets subject to industry box office adjuster .
- 2022 PSUs were certified at max (175%) and vested in Feb-2025 .
| Grant Year | Target Equity % of Base | Target RSAs ($) | Target PSUs ($) | Total Target ($) |
|---|---|---|---|---|
| 2023 | 600% | 2,160,000 | 3,240,000 | 5,400,000 |
| 2024 | 625% | 2,339,993 | 3,509,990 | 5,849,983 |
Vesting/Grant specifics (2024 cycle):
- Grant date: Feb 20, 2024; CEO PSUs target 213,633 shares (max 427,267); RSAs 142,422 shares .
- PSU performance period: FY2024–FY2026; 50% 3-yr cumulative Adj. EBITDA; 50% 3-yr cumulative cash flow; cliff vest at 3rd anniversary, dividend equivalents accrue .
Equity Ownership & Alignment
- Beneficial ownership (record date March 20, 2025): Sean Gamble 588,624 shares; less than 1% of outstanding (117,919,404 shares) .
- Outstanding unvested/unearthed awards at 12/31/2024 (market price $30.98):
- PSUs outstanding (target): 554,794 (2023 grant) valued $17,187,518; 320,449 (2024 grant) valued $9,927,510; Company estimates likely outcome 2023 grant at max and 2024 at 150% of target .
- Unvested RSAs: multiple tranches (e.g., 14,136; 28,272; 11,855; 29,030; 142,422) with aggregate line-item valuations disclosed; examples include $899,349 for 29,030 shares and $4,412,234 for 142,422 shares .
- Vesting calendar pressure points (near-term):
- Feb 19, 2025: 2021 RSAs 4-year cliff vest, e.g., 28,272 shares for one tranche .
- Feb 23, 2025: 2022 PSUs (certified at 175%) vested; 2022 RSAs vesting tranche; 2023 RSAs second ratable vest .
- Ownership guidelines: CEO 5x base salary; executives have 5 years to comply; company states all NEOs and directors are in compliance or working toward compliance as of 2025 record date .
- Hedging/pledging: Prohibited; policy also bans holding company securities in margin accounts .
- Insider filing note: Company disclosed one late Form 4 relating to an estate-planning transfer to a revocable trust and a subsequent Form 4/A sale; all other Section 16 reports timely for 2024 .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement Type/Term | Amended & Restated Employment Agreement effective Jan 1, 2022; initial 3-year term with annual auto-renewal one-year extensions . |
| Base Salary (A&R agreement at appointment) | Increased to $825,000 at CEO appointment effective Jan 1, 2022 . |
| Non-Compete/Non-Solicit | 1-year non-compete post-termination (geofenced around company theaters; limited exceptions), becomes null and void if executive resigns for Good Reason; also confidentiality and other covenants . |
| Benefits/Perqs | 401(k) match, insurance; limited perqs; up to 3 months office space/support post-separation unless for cause . |
| Severance (No Cause / Good Reason) | 2x base salary paid over 24 months; lump-sum of target bonus for year of termination; 24 months health benefits; time-based equity pro-rata vesting; performance-based equity continues to end of performance period and vests pro-rata if earned; options (if any) fully vest . |
| Change-in-Control (double-trigger) | 2x base salary + 1.5x target annual bonus (lump sum); 30 months benefits; full vesting of all outstanding equity . |
| Special Retirement Feature | If Mr. Gamble voluntarily terminates after Jan 1, 2031, time-based equity fully vests and performance-based equity continues to performance end and vests if earned (options remain exercisable per plan) . |
| Clawback | NYSE-compliant clawback policy; recovery of erroneously awarded performance-based compensation upon restatement . |
| Hedging/Pledging | Prohibited for officers/directors . |
| 280G Cutback | Best-net approach (pay full or cut to $1 below safe harbor) administered by independent firm . |
Illustrative potential payouts (as of 12/31/2024):
- Without Cause/Good Reason: Total $35.37mm (includes salary, bonus, benefits, and equity values at $30.98) .
- CIC Separation: Total $55.51mm (includes cash and full equity vesting at $30.98) .
Board Governance
- Board service: Director since 2022; not independent (employee) .
- Committees: None (no committee memberships as CEO-director) .
- Independence/Chair structure: Company separates CEO and Chair roles; Carlos Sepulveda serves as independent Non-Executive Chairman .
- Meeting attendance: In 2024, all directors attended at least 75% of Board and committee meetings; executive sessions held (non-management met four times; independent directors met once) .
- Director compensation: As an employee, Gamble receives no separate board pay .
Director Compensation, Peer Group, Say-on-Pay
- Say-on-Pay results: 95% approval in 2023; 97% approval in 2024; strong support cited by Compensation Committee .
- Compensation peer group examples: AMC, Cineplex, IMAX, Live Nation, Six Flags, Wyndham, Hyatt, Dave & Buster’s, Bloomin’ Brands, Brinker, Lions Gate, Cedar Fair, MSG; used with Pearl Meyer surveys for benchmarking .
Compensation Structure Analysis
- Cash vs equity mix: Majority of CEO pay at risk; 2024 CEO compensation breakdown shows substantial variable pay; LTI is 60% PSUs and 40% RSAs, reinforcing performance linkage while retaining talent .
- Metric rigor: STIP and PSU programs tethered to Adjusted EBITDA and cash flow with box-office adjusters to neutralize non-controllable industry volume volatility; 2022 PSUs paid at maximum, reflecting outperformance vs targets (a positive but watch for future calibration) .
- No high-risk features: No tax gross-ups, no option repricing, hedging/pledging prohibited, clawback in place, double-trigger CIC .
- Target shifts: CEO base rose 9.1% in 2023 and 4.0% in 2024; STIP target increased from 150% to 160% in 2024; CEO target LTI increased from 600% to 625% of salary in 2024, reflecting scale/market alignment and confidence in long-term value drivers .
Performance & Track Record
- 2023: $3.1B revenue, $594.1mm Adjusted EBITDA (19.4% margin), $295mm FCF .
- 2024: >$3.0B revenue, $590.2mm Adjusted EBITDA (19.4% margin), $315mm FCF; dividend reinstated ($0.32 annualized) .
- Operational leadership: Market share gains vs pre-pandemic; premium format growth (XD, D-BOX), pricing analytics, loyalty (Movie Club ~1.4mm members in 2024), productivity initiatives .
- TSR: Pay-versus-performance table shows large step-up in 2024 (Value of $100 investment $92.95) alongside $309.7mm net income and $590.2mm Adj. EBITDA .
Risk Indicators & Red Flags
- Related-party/conflicts: None disclosed for Gamble; Board independence majority; separation of Chair/CEO maintained .
- Hedging/pledging: Prohibited; no pledging red flag .
- Clawback: Implemented in 2023; mitigates restatement risk .
- Section 16 compliance: One late Form 4 for estate-planning transfer; subsequently corrected; otherwise timely .
Equity Ownership & Vesting Schedules (Detail)
| Category | Shares | Market Value Basis |
|---|---|---|
| Unvested RSAs (selected tranches as of 12/31/2024) | 14,136; 28,272; 11,855; 29,030; 142,422 | $437,933; $875,867; $367,268; $899,349; $4,412,234 at $30.98 |
| Unearned PSUs (2023 grant, target) | 554,794 | $17,187,518 at $30.98 |
| Unearned PSUs (2024 grant, target) | 320,449 | $9,927,510 at $30.98 |
| Beneficial Ownership (record date 3/20/2025) | 588,624 | <1% of 117,919,404 shares |
Board Service History & Independence
- Director since 2022; not independent (employee); no committee assignments; board maintains Non-Executive Chair and independent majorities (8 of 11 independent as of Jan 1, 2025) mitigating dual-role concerns .
- Director compensation policy excludes employees; Gamble received no board fees in 2024 .
Investment Implications
- Alignment: High at-risk pay with 60% of LTI in PSUs tied to multi-year EBITDA and cash flow, stock ownership guideline (5x salary), and anti-hedging/pledging/clawback policies align CEO incentives with long-term value creation .
- Execution and momentum: Consistent outperformance vs industry metrics, stable 19.4% EBITDA margins in 2023–2024, FCF generation, and dividend reinstatement support confidence; recent STIP/PSU max outcomes signal strong operating leverage but require continued film slate normalization to sustain .
- Retention/overhang: Significant near-term vesting (2021 RSAs; 2022 PSUs at 175%) could create episodic selling pressure; however, pro-rata vesting protections and robust CIC terms (double trigger) reduce retention risk through cycles .
- Governance: Separation of Chair/CEO, strong say-on-pay support (95%–97%), and independent committee oversight lower governance risk; CEO’s board role lacks committees, limiting potential conflicts .
- Watch items: Future calibration of PSU targets after maximum 2022 payout; debt maturity management (noted convertible notes due Aug 2025 in proxy narrative); maintaining box-office adjusted targets that reflect controllable performance .