Gail Berman
IMAXAbout Gail Berman
Independent director at IMAX since March 2023; age 68; based in Pacific Palisades, CA. Founder/chair/CEO of The Jackal Group (2014–2018; 2020–present), former President of Paramount Pictures (2005–2007), Entertainment President of Fox Broadcasting (2000–2005), and President of Regency Television (1998–2000). Serves on the IMAX Compensation Committee; recognized industry leader and guild president; independent under NYSE/Canadian rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Jackal Group | Chairman & CEO | 2014–2018; 2020–present | Content production across TV, film, theatre; entrepreneurial operating expertise |
| Sidecar Content Accelerator (Fox Entertainment) | Chairperson & CEO | 2019–2020 | Built in-house studio capabilities for Fox Entertainment |
| Paramount Pictures | President | 2005–2007 | Senior studio leadership; relationships with filmmakers/studios |
| Fox Broadcasting | Entertainment President | 2000–2005 | Network programming leadership; content strategy |
| Regency Television | President | 1998–2000 | TV production leadership |
| BermanBraun | Co-founder | 2014 | Media company formation (entrepreneurial) |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Producers Guild of America | President | Current | Industry leadership; governance credibility |
| Center Theatre Group (Los Angeles) | Board member | Current | Non-profit governance |
| Academy of Motion Picture Arts and Sciences | Member | Current | Industry recognition |
| Television Academy | Member | Current | Industry recognition |
Board Governance
- Committee assignments: Compensation Committee member (chair is Kevin Douglas) .
- Independence: Board determined Berman is independent; nine of ten directors are independent .
- Attendance and engagement: Board held eight meetings in 2024; each incumbent director attended all Board and relevant Committee meetings; seven executive sessions held; all directors attended last year’s AGM .
- Director ownership guidelines: Increased to 400% of annual retainer in 2024; measured each April 1; Berman current ownership equals 467% of annual retainer; as a 2023 entrant, she’s currently required to hold 50% of the minimum and is in compliance .
- Compensation Committee practices: Fully independent membership; authority to retain outside consultants; did not retain compensation consultants in 2024; engaged shareholders proactively on pay alignment .
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Cash fees (annual and committee) | $52,500 | Actual fees paid to Gail Berman in FY2024 |
| Equity (RSUs) | $124,989 (7,856 RSUs) | Granted June 7, 2024; vested on grant date |
| Standard IMAX director fee structure (reference) | $50,000 annual retainer; Audit Chair $15,000; Comp/Gov Chairs $10,000; Audit members $10,000; Comp members $7,500; Gov members $5,000; Lead Independent Director $15,000 | Independent directors also receive annual RSUs valued at $125,000; Chair receives $170,000; grants made post-AGM and vested on grant |
Performance Compensation
- IMAX non-employee director equity grants have no performance conditions and vest at grant; there are no director-level bonus metrics or PSU performance hurdles for directors (RSUs only) .
| Item | Detail |
|---|---|
| RSU grant date | June 7, 2024 |
| RSUs granted | 7,856 |
| Vesting | Vested on grant |
| Performance conditions | None (time-based only) |
Other Directorships & Interlocks
- Public company boards: None disclosed for Berman in IMAX’s proxy .
- Potential interlocks/transactions: No related-party transactions disclosed involving Berman; Board recusal policy applies if any director has a material interest in a transaction .
Expertise & Qualifications
- Deep studio and network operating experience (Paramount, Fox Broadcasting, Regency Television), and entrepreneurial production leadership (The Jackal Group, BermanBraun) .
- Industry leadership roles (Producers Guild President; Academy/Television Academy memberships) bolster creative network access valuable to IMAX’s content strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares | Notes |
|---|---|---|---|
| Gail Berman | 14,634 | <1% | As of April 14, 2025; no options reported; IMAX had 53,742,014 shares outstanding |
| Director Ownership Guideline | 400% of annual retainer | Berman at 467% | Compliance measured April 1; Berman subject since 2023 and required to hold 50% of minimum currently; in compliance |
Governance Assessment
- Alignment: Independent status, full attendance record, and compliance with elevated director ownership guidelines support investor confidence .
- Incentives: Director pay mix is modest cash plus time-vested RSUs; RSUs vest immediately, which is common but offers limited long-term performance linkage at the director level; however, ownership guidelines (400% retainer) mitigate alignment concerns .
- Committee efficacy: As a Compensation Committee member, Berman participates in pay-for-performance oversight where the committee uses quantitative metrics (Revenue, Adjusted EBITDA, FCF before Growth CAPEX, Installations, Signings; PSUs tied to Adjusted EBITDA growth and relative TSR), conducts shareholder outreach, and avoided consultant conflicts in 2024 by not retaining outside advisors .
- Conflicts/Related party risk: No related-party transactions disclosed involving Berman; Company prohibits hedging and pledging of securities, reducing alignment risks; clawback policy in place for incentive-based pay (executive officers) .
RED FLAGS: None disclosed specific to Berman (no RPTs, no hedging/pledging, independent, attendance 100%). Monitoring point: continued external production activities should remain arms-length; IMAX’s policy requires recusal for any material interest, which reduces risk .