Kevin Douglas
IMAXAbout Kevin Douglas
Kevin Douglas, age 62, has served on IMAX’s Board since October 2016 and is the largest individual shareholder, a long‑time investor since 2007. He is Chair and founder of Douglas Telecommunications (since 1995), and previously chaired Rural Cellular Management Corporation; he has board experience at Quantum Fuel Systems, LLC (since 2018), KSR International Co. (since 1985), and Stamps.com (2003–2009). In 2014, IMAX partnered with Mr. Douglas and his spouse to donate the Michelle and Kevin Douglas IMAX Theatre and Immersive Media Lab to USC’s School of Cinematic Arts .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Douglas Telecommunications | Chairman & Founder | 1995–present | Family investment office; manages Douglas family portfolio |
| Rural Cellular Management Corporation | Chairman of the Board | Prior to 1995 (dates not specified) | Leadership of rural telecom operator |
| Stamps.com | Director | 2003–2009 | Public company board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quantum Fuel Systems, LLC | Director | Since 2018 | Energy/technology board role |
| KSR International Co. | Director | Since 1985 | Long‑tenured manufacturing/technology board role |
| USC School of Cinematic Arts | Donor/Partner | 2014 | Philanthropic partnership: IMAX theatre and immersive media lab donation |
Board Governance
- Independence: The Board affirmatively determined Kevin Douglas is independent under NYSE and Canadian rules, despite his 16.64% ownership; no material transactions involving him were identified .
- Committee assignments: Compensation Committee Chair; member composition includes Douglas (Chair), Steve Pamon, Gail Berman, Dana Settle .
- Attendance: Board held 8 meetings in 2024; Compensation Committee held 2; each incumbent director attended all Board and applicable committee meetings (100% attendance for Douglas) .
- Executive sessions: Seven independent‑director executive sessions were held in 2024 .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Chair | 2 | Independent composition; oversees CEO and NEO compensation, equity plan administration |
| Audit | — | 5 | Not a member; committee chaired by Eric Demirian |
| Governance | — | 1 | Not a member; chaired by David Leebron |
Fixed Compensation
- Director cash retainers: Independent directors $50,000; Compensation Committee Chair $10,000; Compensation Committee member $7,500. Douglas’s 2024 cash fees totaled $67,500 (sum of base + chair + membership retainers) .
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual director retainer | $50,000 | Independent director |
| Compensation Committee Chair retainer | $10,000 | Chair fee |
| Compensation Committee member retainer | $7,500 | Member fee (in addition to chair fee) |
| Total 2024 cash fees (Douglas) | $67,500 | Reported in Director Compensation Table |
Performance Compensation
- Annual equity: RSUs granted to independent directors with grant‑date value $125,000; 2024 grants vested on the grant date. Douglas received 7,856 RSUs on June 7, 2024, fair value $124,989, vesting immediately .
- Options and performance‑linked awards: No director options currently granted; director RSUs have no performance conditions and vest at grant .
| Grant Type | Grant Date | Shares/Units | Grant‑Date Fair Value (USD) | Vesting |
|---|---|---|---|---|
| RSUs (Director Annual Grant) | Jun 7, 2024 | 7,856 | $124,989 | Vested on grant date |
| Options (Director) | — | — | — | Company does not currently award options to directors |
No performance metrics are tied to director equity grants; RSUs are time‑based and vested upon grant .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlocks with IMAX |
|---|---|---|---|
| Quantum Fuel Systems, LLC | Private | Director | None disclosed |
| KSR International Co. | Private | Director | None disclosed |
| Stamps.com | Public (historical) | Director (2003–2009) | None disclosed |
No related‑party transactions involving Douglas were identified; Board determined his holdings do not constitute a material relationship with IMAX .
Expertise & Qualifications
- Investment and technology company experience; identifying new opportunities for investment and growth .
- Deep knowledge of IMAX’s products, markets, and long association with the Company; significant shareholder alignment .
Equity Ownership
- Beneficial ownership: 8,943,167 common shares; 16.64% of outstanding as of April 14, 2025 .
- Voting/investment powers: Shared voting power over 7,579,522 shares and shared investment power over 8,880,515 shares; includes 62,652 shares held via trust interests (MMD/KGD IDGT Trusts as disclosed) .
- Director share ownership guideline: Increased in 2024 to 400% of annual retainer; Douglas’s current ownership equals 241,508% of annual retainer, far exceeding guidelines (compliant as of Apr 1, 2025) .
- Hedging/pledging: Prohibited by IMAX’s Insider Trading Policy .
| Ownership Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 8,943,167 | As of Apr 14, 2025 |
| % of outstanding shares | 16.64% | Based on 53,742,014 shares |
| Shared voting power | 7,579,522 | Footnote disclosure |
| Shared investment power | 8,880,515 | Footnote disclosure |
| Trust holdings noted | 62,652 | MMD/KGD IDGT Trust references |
| Ownership vs guideline | 241,508% | Guideline 400% of retainer; measured Apr 1, 2025 |
Governance Assessment
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Strengths:
- Independent director and Compensation Committee Chair with 100% Board and committee attendance in 2024; robust shareholder alignment via substantial ownership .
- No related‑party transactions identified; Board found no material interest despite large stake .
- Director share ownership guidelines materially exceeded; anti‑hedging/anti‑pledging policy in place .
- Compensation Committee active and engaged; Committee Report signed by Douglas as Chair; 2024 say‑on‑pay support at 72.5% following outreach .
-
Potential investor‑perception watch‑items:
- Concentration of ownership (16.64%) combined with chairing Compensation Committee may raise governance concentration questions, though independence was affirmatively determined and no material transactions were identified .
- Philanthropic partnership with IMAX/USC (2014) is historical and not a related‑party transaction, but notable in assessing broader relationships .
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Board effectiveness signals:
- Nine of ten directors independent; independent Board Chair; regular executive sessions; updated governance charters; ESG oversight assigned to Governance Committee .