Valmir Fernandes
Cinemark HoldingsAbout Valmir Fernandes
Valmir Fernandes (age 64) is President – Cinemark International, leading CNK’s Latin America operations; he has served in this role since March 2007 and previously led Cinemark Brasil from 1996–2007, giving him 28+ years with Cinemark . He holds an MBA in Finance from Fundação Getulio Vargas (FGV) and has an engineering background; earlier roles include Arthur D. Little (1991–1996) and Dow Chemical (1983–1990) . Company performance context: CNK reported 2024 Adjusted EBITDA of $590.2m (vs. $594.1m in 2023; $336.5m in 2022), net income of $309.7m in 2024, and a 2024 TSR value of $92.95 (PVP methodology) . In 2024, CNK attained worldwide STIP Adjusted EBITDA of $574.0m (121.7% of target), with international STIP performance at 117.4% of target, supporting above-target bonus outcomes .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cinemark International, L.L.C. | President | 2007–present | Leads international (LatAm) exhibition strategy and operations; long-tenured CNK executive . |
| Cinemark Brasil, S.A. | General Manager | 1996–2007 | Scaled Cinemark’s Brazilian footprint into a leading circuit; foundation for LatAm growth . |
| Arthur D. Little | Associate Director | 1991–1996 | Management consulting experience prior to joining Cinemark . |
| Dow Chemical | Various roles | 1983–1990 | Early career in industry; engineering/operations grounding . |
External Roles
- Industry recognition: CinemaCon Global Achievement Award in Exhibition (2015) .
- No public company directorships disclosed for Fernandes in CNK’s filings; CNK IR site lists him as management, not a director .
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | 563,336 | 577,699 | 592,746 |
| All Other Compensation (match, insurance, dividends) | 68,350 | 56,712 | 43,743 |
- Stock ownership guidelines: Executive Vice Presidents must hold 2x base salary; all NEOs were in compliance or working toward compliance as of the 2025 record date .
- Hedging and pledging: Hedging is prohibited; pledging is restricted under CNK policies .
Performance Compensation
Annual Cash Incentive (STIP)
| Element | 2024 Detail |
|---|---|
| Target bonus opportunity | 90% of base salary |
| STIP metric and weighting | Adjusted EBITDA (100%); discretionary ABO modifier up to ±15% based on individual objectives |
| Company attainment (2024) | Worldwide STIP Adj. EBITDA 121.7% of target; International STIP 117.4% of target |
| Individual outcome (Fernandes) | Payout 193.5% of target plus +6.5% ABO modifier; actual payout $1,071,000 |
Detailed 2024 STIP outcome for Fernandes:
| Metric | Weight | Target | Actual | Attainment | ABO Modifier | Payout (% of Target) | Actual Payout ($) |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA (Company STIP) | 100% | — | — | 121.7% company-level | +6.5% | 193.5% | 1,071,000 |
Multi-year performance pay (SCT-reported):
| Component (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Non-Equity Incentive Plan Compensation (cash bonus) | 839,025 | 1,023,120 | 1,071,000 |
| Stock Awards (grant-date fair value, RS + PSU @ target) | 832,005 | 869,985 | 1,011,480 |
Long-Term Equity (Design and 2024 Grants)
- Design: Annual equity split ~60% PSUs and ~40% restricted stock; PSUs based on 3-year cumulative Adjusted EBITDA and 3-year cumulative cash flows (equal weighting), performance period 2024–2026; PSUs cliff-vest at 3 years; RS vests ratably over 3 years .
- Outlook: Company estimates 2023 PSUs most likely to pay at maximum; 2024 PSUs most likely at 150% of target (estimate, not final) .
2024 grant details (Fernandes):
| Grant date | RSA shares (#) | RSA grant-date FV ($) | PSU target shares (#) | PSU grant-date FV ($) | Vesting |
|---|---|---|---|---|---|
| 2/20/2024 | 24,625 | 404,589 | 36,938 | 606,891 | RS: ratable over 3 years; PSUs: 3-year cliff subject to performance |
Stock vested in 2024:
| Shares Acquired on Vesting | Value Realized on Vesting (USD) |
|---|---|
| 34,093 | 560,900 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (record date for 2025 meeting) | 155,612 shares; <1% of outstanding (117,919,404 shares outstanding) |
| Unvested restricted stock (12/31/2024) | 58,544 shares |
| Unvested PSUs outstanding (assumed max, incl. 2022 certified at max; 2023 and 2024 at max for disclosure) | 126,653 shares |
| Ownership guidelines | EVPs: 2x base salary; NEOs in compliance or working toward compliance |
| Hedging/pledging | Hedging prohibited; pledging restricted |
Note: Equity award valuations in proxy use $30.98 closing price on 12/31/2024 .
Employment Terms
| Term | Key provisions |
|---|---|
| Agreement term | Initial 3-year term; auto-renews 1 year annually unless terminated |
| Base salary review | Reviewed annually by Compensation Committee |
| STIP eligibility | Annual cash bonus based on performance targets; Fernandes target 90% of base |
| Long-term incentives | Eligible for annual RS and PSU grants; design per above |
| Non-compete | 1-year post-termination; becomes null if resignation for “good reason” |
| Severance (without cause / good reason) | 2x base salary paid over 24 months; lump-sum bonus equal to most recent cash bonus (Fernandes-specific); continued health insurance for 24 months; equity: options fully vest; time-based equity vests pro rata; PSUs remain outstanding for period and vest pro rata if goals met . |
| Change in control | Double-trigger construct; upon termination due to change in control: 2x base salary lump sum; bonus component per agreement; full vesting and lapse of restrictions on outstanding equity; benefits continuation; office assistance . |
Potential payments upon termination (as of 12/31/2024):
- Without cause / for good reason (Fernandes): Salary $1,190,000; Bonus $2,094,121; Health insurance $31,636; Life & disability $36,636; Assistance $828; Value of equity awards $5,737,403; Total $9,090,624 .
- Due to change in control (Fernandes): Salary $1,190,000; Bonus $2,605,682; Health insurance $39,545; Life & disability $45,795; Assistance $828; Value of equity awards $9,033,179; Total $12,915,029 .
Shares that would have vested upon change in control (12/31/2024):
| Unvested Restricted Stock | Number of Shares |
|---|---|
| Fernandes | 75,852 |
Compensation Structure Analysis
- Mix and alignment: Approximately 60% of NEO pay is performance-based; LTIs tilt toward PSUs (60%), increasing performance leverage; RSAs (40%) support retention .
- Metrics consistency: STIP is 100% Adjusted EBITDA; PSUs blend multi-year Adjusted EBITDA and cash flow in equal weights, linked to balance sheet strength and cash generation .
- Risk controls: Caps on payouts; clawback policy for restatements; prohibition on hedging; restricted pledging; no option repricing; no pension; no tax gross-ups .
Compensation Peer Group and Governance
- 2024 peer group used for benchmarking includes 13 companies across exhibition, leisure, media, hospitality (e.g., AMC, Cineplex, IMAX, Live Nation, Hyatt, Six Flags, BLMN, Brinker, etc.) .
- Independent advisor: Pearl Meyer engaged; Compensation Committee assessed independence and found no conflicts .
Performance & Track Record Indicators
| Year | TSR value of $100 (Company) | Net Income (USD) | Adjusted EBITDA (USD, millions) |
|---|---|---|---|
| 2022 | 25.98 | (271,200,000) | 336.5 |
| 2023 | 42.28 | 188,200,000 | 594.1 |
| 2024 | 92.95 | 309,700,000 | 590.2 |
- 2024 operational outperformance: CNK exceeded box office assumptions; achieved 121.7% of worldwide STIP Adjusted EBITDA target and 117.4% international target, supporting Fernandes’ 193.5% payout of target before a +6.5% ABO modifier .
Vesting Schedules and Potential Selling Pressure
- RSAs: vest ratably over three years; PSUs: cliff vest at year 3 subject to performance; 2020 PSU cohort vested in February 2024, indicating annual February vesting cadence for legacy awards .
- 2024 vesting: Fernandes had 34,093 shares vest in 2024 (value realized $560,900), suggesting routine vest-related liquidity/tax withholding events around February each year .
Equity Ownership & Pledging/Clawback Summary
- Beneficial ownership: 155,612 shares; <1% of outstanding .
- Unvested inventory: 58,544 RS; 126,653 PSUs (assumed max disclosure basis) .
- Ownership policy: EVP 2x salary; in compliance or on track; hedging prohibited; pledging restricted; clawback in place for restatements .
Employment Economics – Change of Control vs. Standard Severance
| Trigger | Cash (Salary + Bonus) | Benefits/Other | Equity Treatment | Total (USD) |
|---|---|---|---|---|
| Without cause / good reason | $3,284,121 ($1.19m + $2.094m) | Health $31,636; Life/Disability $36,636; Assistance $828 | Options fully vest; RS pro rata; PSUs remain outstanding and vest pro rata if goals met | 9,090,624 |
| Change in control termination (double-trigger) | $3,795,682 ($1.19m + $2.606m) | Health $39,545; Life/Disability $45,795; Assistance $828 | All outstanding equity fully vests; restrictions lapse | 12,915,029 |
Expertise & Qualifications
- MBA in Finance, Fundação Getulio Vargas; engineering background; multilingual (Portuguese, Spanish, English) aiding LatAm leadership .
- Nearly three decades building and operating CNK’s LatAm footprint, including Brazil market leadership .
Investment Implications
- Alignment: High equity exposure (RS/PSU mix) with performance-centric metrics (EBITDA/cash flow) and ownership guidelines increase alignment; hedging ban and restricted pledging mitigate misalignment risks .
- Retention: Material unvested equity (RS and PSUs) plus robust severance (2x salary and bonus; benefits; equity treatment) reduce near-term retention risk; double-trigger CoC limits windfalls absent a termination .
- Pay-for-performance: 2024 STIP paid above target on strong EBITDA outperformance; PSU program ties outcomes to multi-year EBITDA and cash flow, creating leverage to box office, pricing, and cost discipline trends .
- Trading signals: February historically features vesting events (net share withholding and/or sales for taxes); 2024 vest activity for Fernandes was 34,093 shares ($560,900) and similar cadence can influence short-term insider-related flow around vest dates .