Wanda Gierhart
Cinemark HoldingsAbout Wanda Gierhart
Wanda Gierhart, 60, is Cinemark’s Chief Marketing & Content Officer (CMCO) since July 2021 and previously served as Executive Vice President – Chief Marketing Officer from January 2018 to July 2021; prior roles include Chief Marketing Officer at Neiman Marcus Group and President & CEO of TravelSmith, with extensive marketing and merchandising experience across major retail brands . Company performance context under her tenure includes 2024 revenue of more than $3 billion, Adjusted EBITDA of $590.2 million (19.4% margin), free cash flow of $315 million, and TSR per the SEC PVP table showing $92.95 vs peer group $195.60 in 2024; pay-for-performance emphasizes Adjusted EBITDA, revenues, and cash flow .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cinemark Holdings | Chief Marketing & Content Officer | Jul 2021–present | Leads marketing/content strategy; STIP bonus tied to domestic Adjusted EBITDA performance |
| Cinemark Holdings | EVP – Chief Marketing Officer | Jan 2018–Jul 2021 | Oversaw omni-channel marketing initiatives aligned to growth objectives |
| Neiman Marcus Group | Chief Marketing Officer | Not disclosed | Senior marketing leadership at omnichannel luxury retailer |
| TravelSmith | President & CEO | Not disclosed | Led retail brand with responsibility for merchandising and growth |
External Roles
- No public-company directorships or external board roles disclosed for Gierhart in CNK’s proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $520,833 | $537,699 | $552,746 |
| Target Bonus % of Base | — | — | 70% |
| Actual STIP (Cash Bonus) Paid ($) | $537,469 (paid Mar 1, 2023) | $712,530 (paid Feb 28, 2024) | $777,000 (paid Feb 26, 2025) |
| Stock Awards Grant-Date Fair Value ($) | $920,352 | $1,309,982 | $915,726 |
Performance Compensation
Short-Term Incentive Program (STIP) – FY 2024
| Component | Detail |
|---|---|
| Metric | Domestic STIP Adjusted EBITDA |
| Target Opportunity | 70% of base salary |
| Attainment | Domestic STIP Adjusted EBITDA achieved 122.9% of target (industry-adjusted) |
| Payout | 200% of target; Actual payout $777,000 |
| ABO Modifier | None applied |
| Payment Timing | Paid February 26, 2025 |
Long-Term Incentive – PSUs and RSAs
| Grant Year | Instrument | Metric(s) | Weighting | Target Shares | Company Estimate (as of FY2024) | Vesting |
|---|---|---|---|---|---|---|
| 2024 | PSUs | 3-year cumulative Adjusted EBITDA & 3-year cumulative cash flows (equal-weighted) | 50%/50% | 33,441 | Most likely 150% of target | Cliff vest at 3rd anniversary (grant 2/20/2024) |
| 2024 | RSAs | Time-based | — | 22,294 | — | Ratable over 3 years (2/20/2025, 2/20/2026, 2/20/2027) |
| 2023 | PSUs | Performance (company does not disclose specific weights in table) | — | 83,219 (target) | Most likely maximum level | Per award terms; outstanding at 12/31/2024 |
| 2023 | RSAs | Time-based + special grant | — | 18,494 (annual RSA) | — | Ratable over 3 years (annual RSA); special grant vests at 3rd anniversary (2/20/2026) |
| 2022 | PSUs | One-year performance certified at max; vest 2/23/2025 | — | 48,754 (max certified) | Certified at maximum and vesting 2/23/2025 | Vested 2/23/2025 |
| 2022 | RSAs | Time-based | — | 6,193 (remaining as of 12/31/2024) | — | Vested 2/23/2025 (final tranche) |
2024 Vesting and Realization
| Metric | Shares Vested | Value Realized ($) |
|---|---|---|
| Total shares vested for Gierhart in 2024 | 37,049 | $606,025 |
| Vesting dates and prices used | 2/19/2024 ($16.54), 2/20/2024 ($16.54), 2/23/2024 ($16.09) | See table above |
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Item | Detail |
|---|---|
| Shares Beneficially Owned | 156,533 |
| Shares Outstanding (Record Date) | 117,919,404 |
| Ownership as % of Outstanding | ~0.13% (156,533 / 117,919,404) |
| Stock Ownership Guidelines (EVPs) | 2x base salary |
| Compliance Status | All NEOs and directors were in compliance or working toward compliance |
| Hedging/Pledging | Prohibited; no margin accounts permitted |
| Clawback Policy | Adopted; recovery of erroneously awarded performance-based compensation upon restatement |
Unvested/Outstanding Equity Detail (as of 12/31/2024)
| Grant | Shares Unvested | Vesting Terms |
|---|---|---|
| RS (2/19/2021) | 6,426 | Vested 2/19/2025 |
| RS (2/19/2021, 4-yr cliff) | 12,851 | Vested 2/19/2025 |
| RS (7/28/2021) | 2,136 | Vests on 7/28/2025 |
| RS (2/23/2022) | 6,193 | Vested 2/23/2025 |
| PSUs (2/23/2022, max) | 48,754 | Vested 2/23/2025 |
| RS (2/20/2023) | 18,494 | Ratable over 3 years |
| RS Special (2/20/2023) | 42,808 | Vests 2/20/2026 |
| RS (2/20/2024) | 22,294 | Ratable over 3 years |
| PSUs (2/20/2023) | 83,219 (target) | Outstanding; most likely max |
| PSUs (2/20/2024) | 50,161 (target) | Outstanding; most likely 150% |
| Stock Options | None outstanding |
Employment Terms
- No individual employment agreement disclosed for Gierhart; detailed severance/change-in-control economics are provided for other NEOs with agreements (CEO, CFO, General Counsel, International President) but not for CMCO .
- Company-wide executive policies:
- Double-trigger change-in-control practice; no tax gross-ups; no repricing of stock options/SARs .
- Insider trading policy prohibits hedging, pledging, and margin accounts .
- Clawback policy compliant with NYSE rules .
Compensation Structure Analysis
- Cash vs equity mix: 2024 cash bonus rose to $777,000 from $712,530 in 2023, while stock award grant-date value declined to $915,726 from $1,309,982, modestly increasing cash mix year-over-year .
- At-risk pay emphasis: STIP and PSUs are strongly tied to Adjusted EBITDA and cash flow; PSUs represent ~60% of annual LTIP; RSAs ~40% with 3-year ratable vesting .
- Performance calibration: STIP uses industry box office/attendance adjusters to neutralize non-controllable factors; 2024 domestic STIP Adjusted EBITDA achieved 122.9% of target leading to 200% payout for Gierhart .
- Governance safeguards: Clawback adopted; hedging/pledging prohibited; strong say-on-pay support (97% in favor in 2024) .
Say-On-Pay & Shareholder Feedback
- Say-on-pay approval: 97% at 2024 Annual Meeting; ongoing engagement with ~77% of institutional base; enhanced disclosures in response to feedback .
Compensation Peer Group (Benchmarking)
| Peer Group (2024) |
|---|
| AMC Entertainment Holdings, Inc.; Bloomin’ Brands, Inc.; Brinker International, Inc.; Cedar Fair, L.P.; Cineplex, Inc.; IMAX Corporation; Dave & Buster’s Entertainment, Inc.; Hyatt Hotels Corporation; Six Flags Entertainment Corporation; Lions Gate Entertainment Corp.; Live Nation Entertainment, Inc.; The Madison Square Garden Company; Wyndham Hotels & Resorts, Inc. |
Performance & Track Record
- Company operating highlights (2024): Revenue >$3B; Adjusted EBITDA $590.2M at 19.4% margin; free cash flow $315M; dividend reinstated at $0.32 per annum in 1Q25 .
- Marketing outcomes: Movie Club grew 10% YoY to nearly 1.4 million members, representing 25% of 2024 box office; expanded content pipeline and omni-channel marketing .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; no tax gross-ups; equity plan prohibits option repricing; strong clawback framework .
- Section 16 compliance: Late Form 4 noted for CEO; no delinquency disclosed for Gierhart .
Investment Implications
- Alignment: High proportion of at-risk pay with PSUs tied to multiyear Adjusted EBITDA and cash flow supports pay-for-performance; domestic EBITDA linkage for STIP aligns CMCO incentives with near-term revenue/attendance execution .
- Retention and selling pressure: Multiple vest events in Feb 2025 and Feb 2026 (RS and PSUs) create predictable taxable events; while hedging/pledging is prohibited, monitor Form 4s around vest dates for potential discretionary sales and liquidity needs .
- Governance quality: No individual employment agreement disclosed for CMCO reduces guaranteed severance obligations; robust clawback and prohibition policies lower governance risk; strong say-on-pay support suggests investor acceptance of incentive design .
- Trading signals: Company reinstated dividends and delivered strong 2024 cash flow; watch PSU performance estimates (2023 most likely max; 2024 most likely 150%) as a barometer of forward execution confidence and potential future share issuance upon vesting .