Peter C. Brown
About Peter C. Brown
Peter C. Brown (age 67) has served on Cineverse Corp.’s board since September 2010 and is currently an independent director and Chair of the Audit Committee. He is Chairman of Grassmere Partners, LLC, and formerly Chairman, CEO, and President of AMC Entertainment (1999–2009) after serving as AMC’s CFO (1991–1999). He founded EPR Properties (NYSE: EPR) in 1997, served as its Chairman until 2003, and currently serves on EPR’s board; prior public boards include Lumen Technologies, National CineMedia, Midway Games, LabOne, and Protection One. Brown is designated a “financial expert” under Sarbanes-Oxley and is financially sophisticated under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AMC Entertainment Inc. | CFO | 1991–1999 | Led finance during expansion and pre-IPO era; set foundation for later leadership . |
| AMC Entertainment Inc. | Chairman, CEO, President | 1999–2009 | Oversaw global theatrical exhibition operations; strategic leadership in theater industry . |
| EPR Properties | Founder; Chairman of Board | Founded 1997; Chairman until 2003 | Established thematic real estate REIT; governance leadership as Chairman . |
| Grassmere Partners, LLC | Chairman | 2009–present | Private investment firm leadership; capital allocation and governance experience . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| EPR Properties (NYSE: EPR) | Director | Current | Also founded EPR and chaired until 2003 . |
| Lumen Technologies (NYSE: LUMN) | Director | Prior | Listed among past additional public company boards . |
| National CineMedia, Midway Games, LabOne, Protection One | Director | Prior | Prior public boards . |
Board Governance
- Independence: Brown is independent under SEC and Nasdaq rules; the board has a combined Chair/CEO and a Lead Independent Director (Patrick W. O’Brien) .
- Committee assignments: Audit Committee Chair; member of Compensation and Nominating Committees .
- Attendance: In FY ended March 31, 2025, the board met 7 times; each director attended at least 75% of board and committee meetings. Audit Committee met 5 times; Compensation met once; Nominating met twice .
- Financial expertise: Brown is “financially literate and financially sophisticated” (Nasdaq) and a Sarbanes-Oxley “financial expert” .
- Executive sessions: Independent directors intend to meet in executive session after regularly scheduled board meetings .
- Say-on-Pay engagement signal: Company improved Say-on-Pay support from 62% (2023) to 90% (2024) after shareholder outreach—positive governance responsiveness .
Fixed Compensation
| Year | Cash Fees (USD) | Committee/Role Cash Structure | Total Cash (USD) |
|---|---|---|---|
| 2025 | $91,848 | Cash retainer $60,000; Committee chair +$15,000; Committee member +$5,000 per committee; Lead Independent Director +$20,000 (for LID, not Brown) . | $91,848 |
| 2024 | $91,848 | Same structure as above . | $91,848 |
Notes:
- Lead Independent Director cash premium applies to O’Brien, not Brown .
Performance Compensation
| Year | Equity Grant Type | Grant Value (USD) | Vesting Terms |
|---|---|---|---|
| 2025 | Restricted Stock (annual) | $90,000 | Vests quarterly while in service . |
| 2024 | Restricted Stock (annual) | $90,000 | Vests quarterly while in service . |
| New Director (policy) | Restricted Stock (initial) | $180,000 | Vests in three equal annual installments . |
- No director performance metrics (e.g., TSR/EBITDA) are tied to director equity awards—directors receive time-based restricted stock; company maintains clawback policies per Dodd-Frank/Nasdaq requirements .
Other Directorships & Interlocks
| Company | Relationship to CNVS | Potential Interlock/Conflict Commentary |
|---|---|---|
| EPR Properties | Unrelated REIT focused on experiential real estate | CNVS is a streaming/media company; no disclosed transactions with EPR. Audit Committee oversees related-party reviews; none reported for FY2025 . |
| AMC Entertainment | Prior executive leadership | Historical industry ties; no disclosed CNVS transactions . |
| Lumen Technologies; National CineMedia; Midway Games; LabOne; Protection One | Prior board roles | No CNVS related-party transactions disclosed . |
Expertise & Qualifications
- Industry depth: Decades in theatrical exhibition and media, including leading AMC and founding EPR Properties .
- Financial oversight: Audit Chair; designated financial expert; financially sophisticated per Nasdaq .
- Strategic/governance: Experience across public boards and private investments via Grassmere Partners .
Equity Ownership
| Date (Record) | Shares Beneficially Owned | Ownership % of Outstanding | Notes |
|---|---|---|---|
| Sep 24, 2025 | 132,551 | <1% (“*”) based on 19,124,406 shares outstanding | Includes 4,603 shares owned by Grassmere Partners LLC; Brown disclaims beneficial ownership except to extent of pecuniary interest . |
| Nov 4, 2024 | 108,118 | <1% (“*”) based on 15,903,891 shares outstanding | Includes 4,603 Grassmere Partners LLC shares; disclaimer as above . |
- Stock ownership guidelines: Non-employee directors must hold ≥3x annual cash retainer; Brown meets guidelines as of March 31, 2025 and March 31, 2024 .
- Hedging/pledging: Insider Trading Policy restricts speculative transactions and discourages hedging; pre-clearance required. No pledging disclosures noted .
Governance Assessment
- Strengths:
- Audit Committee leadership by a Sarbanes-Oxley financial expert supports robust financial oversight and related-party scrutiny .
- Documented independence, adequate attendance, and active committee participation bolster board effectiveness .
- Director equity is time-based with clear vesting and stock ownership guidelines—alignment with shareholders, plus explicit clawback policy and “no gross-ups/evergreen/repricing” plan features .
- Watch items:
- Multiple external board experiences are beneficial, but ongoing monitoring for interlocks remains prudent; no CNVS related-party transactions reported in FY2025 .
- Combined Chair/CEO structure mitigated by presence of Lead Independent Director and executive sessions; continued oversight advisable .
- Shareholder responsiveness: Marked improvement in Say-on-Pay (62% in 2023 to 90% in 2024) after outreach is a positive governance signal .
RED FLAGS currently not observed: no related-party transactions involving Brown, no hedging/pledging disclosures, no tax gross-ups, and no option repricing per plan governance .