Steven Rosenberg

About Steven Rosenberg

Steven Rosenberg (age 66) has served on Cinemark’s board since 2008 and is currently an independent director who chairs the Nominating & Corporate Governance Committee and serves on the Audit Committee . He is the founder and manager of SPR Ventures Inc. and has deep operating experience in manufacturing and consumer products, including leadership of SPR Packaging and prior roles at ConAgra Foods and Arrow Industries . He holds a BA from the University of California, Berkeley . The board has affirmatively determined he is independent under NYSE standards .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, Audit Committee
• Independence: Board determined Rosenberg is independent under NYSE standards; board majority independent (8 of 11 as of Jan 1, 2025) .
• Attendance/engagement: In 2024, the board held 4 meetings (2 consents); all directors attended at least 75% of board/committee meetings on which they served .
• Committee activity in 2024:
  • Audit Committee: 4 meetings, 1 consent; members included Nancy Loewe (Chair), Darcy Antonellis, Steven Rosenberg, Carlos Sepulveda; oversees financial reporting, internal controls, compliance, cybersecurity, and related-party approvals .
  • Governance Committee: 3 meetings; members included Steven Rosenberg (Chair), Nancy Loewe, Nina Vaca; oversees director nominations, board/committee evaluations, governance policies, succession planning, and sustainability oversight .
• Governance structure: Independent Non-Executive Chairman (Carlos Sepulveda); CEO and Chair roles separated since 2007; executive sessions held (non-management directors met 4x; independent directors 1x in 2024) .

Fixed Compensation (Director, 2024)

• Program mechanics: Base director retainer $80,000; committee member retainers (Audit $12,500; Compensation $12,500; Governance $10,000; Strategic Planning $5,000); chair retainers (Audit $25,000; Compensation $25,000; Governance $20,000; Strategic Planning $10,000) .
• Annual equity: Restricted stock valued at $135,000, typically granted around June 15; vests on first anniversary, subject to continued service; director compensation capped at $1,000,000 under 2024 LTIP .
• Rosenberg’s 2024 cash appears consistent with base retainer ($80,000) + Audit member ($12,500) + Governance Chair ($20,000) = $112,500 .

Performance Compensation

• Directors receive time-based restricted stock (annual grant ~$135,000), not performance-conditioned awards; vesting is service-based (one-year), aligning with shareholder interests via equity ownership rather than explicit performance metrics .

Other Directorships & Interlocks

• Compensation Committee interlocks: Company discloses none among current comp committee members (Rosenberg is not on comp committee) .
• Related-party transactions: Disclosed related-party dealings involve other directors (Kevin Mitchell/ShowBiz Direct; Raymond Syufy/Syufy Enterprises; Mitchell family affiliates); oversight resides with the Audit Committee per policy. No Rosenberg-specific related-party transactions were disclosed .

Expertise & Qualifications

• Financial/accounting acumen from decades running an investment firm and operating companies; CEO/operating leadership; risk management and strategic planning expertise; extensive public company audit committee experience over 35 years .
• Skills matrix indicates broad finance, governance, risk, and strategic planning capabilities across the board’s composition .

Equity Ownership

Governance Assessment

• Strengths:

  • Independent director with long tenure (since 2008) and relevant operating/investment background; serves as Governance Chair and Audit member—key oversight roles aligned to his expertise .
  • Independence affirmed under NYSE standards; board maintains independent chair; robust committee structure and regular executive sessions .
  • Director pay mix includes meaningful equity with ownership guidelines (5x retainer), supporting alignment; no meeting fees; equity vests on service-based schedule .
  • Audit Committee explicitly oversees related-party transactions and cybersecurity; no Rosenberg-specific related-party transactions disclosed .
  • Shareholder support for compensation: 97% Say-on-Pay in 2024; at the 2025 meeting, the Say-on-Pay received 92,120,507 “For” vs 933,110 “Against” .

• Watch items / context:

  • The company has material related-party transactions with other directors (Mitchell/Syufy); continued strong Audit Committee oversight (where Rosenberg serves) remains important .
  • Directors’ equity grants are time-based (not performance-based); alignment relies on ownership and market exposure rather than explicit performance metrics .

• Policies reducing governance risk:

  • Clawback policy compliant with NYSE; no hedging or pledging allowed; insider trading policy in place; strong board evaluation and shareholder engagement practices (including outreach and responsiveness) .

Appendix: Committee Responsibilities Relevant to Rosenberg’s Roles

• Audit Committee: Oversees financial integrity, internal controls, compliance/ethics, cybersecurity/information security, and approves related-party transactions (meets quarterly and with independent auditors in executive session) .
• Governance Committee: Oversees director nominations, board/committee composition, annual board/committee self-evaluations (third-party facilitated questionnaires), succession planning, and sustainability oversight/reporting .