Gary S. Loffredo
About Gary S. Loffredo
Gary S. Loffredo, 61, is Cineverse Corp.’s Chief Legal Officer, Secretary and Senior Advisor. He joined the company in 2000 and has held key roles including Interim Co-CEO (2010), President of Digital Cinema (2011–2023), President/COO, SVP Business Affairs, General Counsel, and Director (2000–2015) . Company performance context: FY 2025 revenues $78.2m*, EBITDA $11.7m*, and net income $3.6m* following losses in prior years; TSR for a fixed $100 investment measured in the proxy’s Pay vs Performance was $19.51 in 2025, $4.16 in 2024, and $25.15 in 2023 . Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cineverse Corp. | Interim Co-CEO | Jun–Dec 2010 | Transition leadership; continuity in executive oversight |
| Cineverse Corp. | President, Digital Cinema | 2011–2023 | Led digital cinema operations through industry transition |
| Cineverse Corp. | President, COO, SVP Business Affairs, General Counsel, Secretary | 2000–present | Long-term executive stewardship across legal and operations |
| Cineverse Corp. | Director | 2000–2015 | Board-level governance and strategy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cablevision Cinemas d/b/a Clearview Cinemas | VP, General Counsel, Secretary | 1999–2000 | Operational legal leadership in film exhibition |
| Kelley Drye & Warren LLP | Attorney | 1992–1999 | Corporate and commercial legal experience |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus ($) | Actual Bonus Paid ($) | All Other Compensation ($) |
|---|---|---|---|---|
| 2025 | 460,000 | 322,000 (MAIP target) | — | 56,797 |
| 2024 | 460,000 | 322,000 (MAIP target) | 161,000 (settled in stock) | 55,521 |
| 2023 | 460,000 | 322,000 (MAIP target) | 350,717 (settled in stock) | 58,785 |
Notes:
- MAIP targets are set by the Compensation Committee and tied to the Company’s approved financial plan and key performance metrics; MAIP payouts may be in cash or stock .
Performance Compensation
- Equity awards mix has included PSUs (EBITDA-based), SARs, RSUs, and restricted stock under the 2017 Plan .
- The company disclosed that FY 2025 grants to NEOs comprised restricted stock and RSUs vesting over three years; long-term incentive values fluctuate with CNVS share price .
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| MAIP annual bonus | Financial plan KPIs (e.g., revenue, EBITDA) | Not disclosed | Set annually by Committee | 2025: —; 2024: $161k; 2023: $350.7k | Paid in cash/stock at Committee discretion | N/A |
| PSUs (historical) | EBITDA | Not disclosed | Up to 8,000 shares per 2023 agreement | Not quantified in proxy | Earned per performance conditions | ≥1-year performance period |
| SARs (2023 grant) | Stock price | N/A | 40,000 SARs @ $5.80, 10-year term | Ongoing; portions vest per schedule | Settlement in stock/cash | Vest on 5/16/2024, 5/1/2025, 5/1/2026 |
| RSUs/restricted stock (2025 agreement) | Service | N/A | 76,820 RSUs | Outstanding; vest over 3 years | Cash or stock at company discretion | 1/3 annually; immediate vest on CIC-trigger termination |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 277,383 shares; 1.4% of outstanding |
| Vested vs unvested | Includes 107,046 shares underlying currently exercisable SARs |
| Options/SARs exercisable | 20,380 SARs @ $29.40 exp. 12/10/2028; 60,000 SARs @ $12.80 exp. 12/23/2030; 13,334/26,666 SARs @ $5.80 exp. 5/16/2033 (split between exercisable/unexercisable) |
| Unvested stock awards | 200,000 restricted stock/RSUs vesting 1/3 on Apr 25, 2025/2026/2027; MV $632,000 at 3/31/2025 |
| Pledging | No pledging disclosed in proxy; insider policy discourages speculative transactions and hedging; pre-clearance required |
| Ownership guidelines | Non-employee director stock ownership guidelines disclosed; no executive ownership guideline disclosed |
Outstanding Equity Awards Detail (as of March 31, 2025)
| Award | Quantity | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|
| SARs | 20,380 | $29.40 | 12/10/2028 | 1/3 each on Dec 10, 2019/2020/2021 |
| SARs | 60,000 | $12.80 | 12/23/2030 | 25,000 vested on 3/31/2023 & 3/31/2022; 10,000 vested 6/30/2023 |
| SARs | 13,334 (exercisable) / 26,666 (unexercisable) | $5.80 | 5/16/2033 | 13,333 vest 5/16/2024; 13,333 vest 5/1/2025; 13,334 vest 5/1/2026 |
| Restricted stock/RSUs | 200,000 | N/A | N/A | 1/3 vest on 4/25/2025/2026/2027; MV $632,000 at 3/31/2025 |
Employment Terms
- Current Agreement: 2025 Loffredo Employment Agreement effective May 1, 2025 (term to Apr 30, 2027; auto-renews) .
- Compensation:
- Base salary: $460,000 .
- Target bonus: $322,000 under MAIP .
- Equity: RSUs for 76,820 shares; vests in three equal annual installments; payout in cash, stock, or combo at company’s discretion .
- Severance:
- Without Cause or Good Reason resignation: 12 months’ base salary .
- Change-in-control (double-trigger within 2 years): lump sum equal to 2x base salary + 2x Target Bonus; immediate vest of RSUs upon qualifying termination .
- Clawback: Dodd-Frank Section 954-compliant three-year recovery policy; Company reports no clawback events to date .
- Hedging/short sales: Restricted; pre-clearance required; insider policy discourages hedging and prohibits speculative transactions .
- Gross-ups: None under the 2017 Plan; CIC payments optimized for after-tax benefit without gross-up .
Insider Transactions and Vesting Pressure
| Date | Filing | Transaction | Detail | Source |
|---|---|---|---|---|
| Apr 25, 2025 | Form 4 | Restricted stock grant | 100,000 shares; vest 33,333 on Apr 25, 2025 & 2026 and 33,334 on Apr 25, 2027 | |
| Oct 8, 2025 | Form 4 | Multiple equity changes | Filed by Loffredo; indicates ongoing equity activity | |
| 2025 (example) | Form 4 | 10b5-1 indicator | Filing references Rule 10b5-1(c) instruction text | |
| 2025 | SEC Archive | Ownership XML | Direct SEC filing record for Form 4 |
Note: Multiple upcoming vesting tranches (RSUs and restricted stock) on April 25, 2026 and April 25, 2027 may create episodic selling pressure if tax withholding or liquidity events occur at vest dates .
Governance, Compensation Committee, and Say‑on‑Pay
- Compensation Committee: Chair Mary Ann Halford; members Peter C. Brown, Patrick W. O’Brien; engaged Aon as compensation consultant .
- Key plan features: No evergreen; minimum one-year vesting; no discounted options/SARs; clawback; no liberal share recycling; no gross-ups; no repricing without shareholder approval .
- Say‑on‑Pay: 62% support in 2023; improved to 90% in 2024 after investor engagement focused on disclosure and alignment .
- Secretary role: Loffredo serves as Corporate Secretary; designated contact for stockholder communications .
Company Performance Context
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($USD) | $68,026,000* | $49,131,000* | $78,181,000* |
| EBITDA ($USD) | $(5,011,000)* | $2,096,000* | $11,721,000* |
| Net Income ($USD) | $(9,734,000)* | $(21,407,000)* | $3,602,000* |
Values retrieved from S&P Global.
| Metric | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 | Q4 2025 | Q1 2026 | Q2 2026 |
|---|---|---|---|---|---|---|---|---|
| Revenues ($USD) | $13,276,000* | $9,863,000* | $9,127,000* | $12,739,000* | $40,740,000* | $15,575,000* | $11,119,000* | $12,357,000* |
| EBITDA ($USD) | $1,439,000* | $1,013,000* | $(1,915,000)* | $113,000* | $10,382,000* | $3,141,000* | $(2,640,000)* | $(4,348,000)* |
| Net Income ($USD) | $(2,777,000)* | $(14,724,000)* | $(3,073,000)* | $(1,287,000)* | $7,113,000* | $851,000* | $(3,560,000)* | $(5,589,000)* |
Values retrieved from S&P Global.
| TSR value of $100 investment | 2023 | 2024 | 2025 |
|---|---|---|---|
| CNVS TSR (proxy measure) | $25.15 | $4.16 | $19.51 |
Risk Indicators & Red Flags
- Clawback policy adopted; no recoupment actions to date .
- Insider trading policy restricts short sales and hedging; pre-clearance required .
- No gross-ups in equity plan; no option/SAR repricing without shareholder approval .
- Related-party transactions: None significant reported for the last fiscal year .
- Section 16 compliance: No delinquent filings reported .
- Say‑on‑Pay trough at 62% in 2023 improved to 90% in 2024 after engagement—watch for continued disclosure on goal-setting .
Compensation Peer Group and Benchmarking
- Consultant: Aon engaged by the Compensation Committee; peer group composition and target percentile not disclosed in the proxy .
Equity Plan Change‑in‑Control Mechanics
- Performance awards: Pro‑rata earn at higher of actual or target; unvested earned awards vest on CIC; stock‑price based awards measured at CIC date .
- Other awards: Replacement awards may be issued; if none, immediate exercise/pay; no excise tax gross‑ups; payments optimized for greater after‑tax benefit .
- Executive agreements: Double‑trigger severance (2x salary + 2x target bonus) for Loffredo within 2 years post‑CIC; immediate RSU vesting upon qualifying termination .
Investment Implications
- Alignment: Loffredo holds meaningful equity, including vested SARs and multi‑year RSU/restricted stock tranches vesting through 2027—creating long‑dated alignment but also periodic vesting-related supply risk around April 25 each year .
- Incentives: Pay is balanced with at‑risk components (RSUs/SARs; PSUs historically tied to EBITDA), MAIP tied to company financial plan KPIs—credible pay‑for‑performance design supported by improved FY 2025 profitability and enhanced say‑on‑pay outcomes .
- Retention/CIC: Double‑trigger severance at 2x salary+bonus and immediate RSU vesting on qualifying CIC termination reduce retention risk in change‑in‑control scenarios but increase potential transaction costs for shareholders .
- Trading signals: Recent Form 4s reflect ongoing equity activity and scheduled vesting; monitor 10b5‑1 plan indicators and upcoming April vest dates for potential selling pressure or tax withholding events .