Mark Welton
IMAXAbout Mark Welton
President, IMAX Global Theatres since October 2011; joined IMAX in July 1997 after prior roles as an associate lawyer at Stikeman Elliott LLP (1994–1997) and associate accountant at Ernst & Young. He is a member of the Ontario Bar Association and Chartered Professional Accountants Canada, and serves on the board of IMAX Theatres International Limited . His 2024 incentives were linked to rigorous quantitative metrics (Total Revenue, Adjusted EBITDA, Free Cash Flow before Growth CAPEX, Installations, Signings, Streaming Technology Bookings) and multi‑year PSUs tied to average annual Adjusted EBITDA growth and relative TSR; 2022–2024 PSUs vested at 154.4% on 24.0% EBITDA growth and 79th percentile TSR, evidencing strong execution amid industry headwinds . He exceeds stock ownership guidelines at 580% of salary (requirement: 100%), reinforcing alignment; hedging and pledging are prohibited under IMAX policy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IMAX | President, IMAX Global Theatres | Appointed Oct 2011 | Direct accountability for signings and installations; led negotiations on significant exhibition agreements; improved customer satisfaction via tech services and theatre ops; opened new markets for IMAX Live content . |
| IMAX | EVP, Corporate & Digital Development & Theatre Operation | Apr 2007–Oct 2011 | Led digital/theatre operations and corporate development during IMAX’s network expansion . |
| IMAX | SVP, Business Affairs; SVP, Theatre Operations; EVP, Theatre Operations & General Manager, Digital | Various (before Apr 2007) | Advanced business affairs and theatre operations, underpinning network growth and operational execution . |
| IMAX Theatres International Limited | Director | Current | Governance and oversight of IMAX’s exhibition subsidiary . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stikeman Elliott LLP | Associate Lawyer | 1994–1997 | Corporate/legal training supporting later leadership of global theatre contracting . |
| Ernst & Young | Associate Accountant | Prior to 1994 (dates not specified) | Financial discipline foundational to operations and deal structuring . |
| IMAX Theatres International Limited | Board Director | Current | Oversight of theatre subsidiary strategy and operations . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary (USD) | $566,777 | $599,817 | $556,000 |
| Stock Awards (USD) | $1,449,973 | $1,449,951 | $1,449,972 |
| Non‑Equity Incentive (USD) | $500,000 | $600,000 | $378,731 |
| All Other Comp (USD) | $59,151 | $71,389 | $66,628 |
| Total (USD) | $2,575,900 | $2,721,157 | $2,451,331 |
| 2024 Cash Incentive Detail | Value |
|---|---|
| Base Salary (CAD) | CAD 800,000 |
| Target Bonus (% of salary) | 70% |
| Actual Bonus (CAD) | CAD 544,936 (97.3% of target) |
Performance Compensation
Annual Cash Bonus Metrics (2024)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout (% of target) |
|---|---|---|---|---|---|---|
| Total Revenue (USD m) | 25% | $328.1 | $386.0 | $463.2 | $352.2 | 71% |
| Total Adjusted EBITDA (USD m) | 19% | $124.5 | $146.5 | $175.8 | $138.9 | 83% |
| Free Cash Flow before Growth CAPEX (USD m) | 13% | $59.5 | $70.0 | $84.0 | $54.0 | 0% |
| Installations (count) | 19% | 119 | 140 | 168 | 146 | 121% |
| Signings (count) | 19% | 111 | 130 | 156 | 130 | 100% |
| Streaming Technology Bookings (USD m) | 6% | $12.8 | $15.0 | $18.0 | $3.2 | 0% |
- Qualitative performance element (50% of Welton’s bonus): assessed at 122% based on leadership in signings/installations, negotiations, customer satisfaction, and IMAX Live market openings .
Long‑Term Incentives (PSUs)
| Design (2024 grants) | Weight | Threshold | Target | Maximum | Vesting Mechanism |
|---|---|---|---|---|---|
| Average Annual Adjusted EBITDA Growth | 60% | 5.0% (50%) | 12.5% (100%) | ≥20% (175%) | Linear interpolation; 0% below threshold |
| Relative TSR Percentile vs Compensation Peer Group | 40% | 25th (30%) | 50th (100%) | ≥90th (150%) | Linear interpolation; 0% below threshold |
| Assessment of 2022–2024 PSU Vesting | Actual | Vesting Outcome |
|---|---|---|
| Average Annual Adjusted EBITDA Growth | 24.0% | 175% of target |
| Relative TSR Percentile Rank | 79th | 123.5% of target |
| Combined PSU Payout | — | 154.4% of target |
2024 Grants of Plan‑Based Awards (Welton)
| Grant Date | Instrument | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value (USD) |
|---|---|---|---|---|---|
| Mar 7, 2024 | PSUs | — | 66,066 | 66,066 × metric caps (175% EBITDA, 150% TSR) | $724,984 |
| Mar 7, 2024 | RSUs | — | 42,975 | — | $724,988 |
Equity Ownership & Alignment
Beneficial Ownership (as of April 14, 2025)
| Holder | Common Shares Owned | Shares Acquirable within 60 Days | Total | % Outstanding |
|---|---|---|---|---|
| Mark Welton | 153,323 | 49,504 (vested options) | 202,827 | <1% |
- Stock ownership guidelines: 100% of salary required; Welton at 580% of salary and in compliance (assessed on two‑year average price, April 1, 2025) .
- Hedging and pledging prohibited under Insider Trading Policy, reducing misalignment risk .
Outstanding Equity Awards at FY‑End 2024 (Welton)
| Instrument | Detail | Count/Value |
|---|---|---|
| Stock Options (Exercisable) | Exercise price $22.49; exp. Mar 7, 2026 | 49,504 options |
| RSUs (Unvested) | 2022 grant (unvested) | 11,959 RSUs; $306,150 MV |
| RSUs (Unvested) | 2023 grant (unvested) | 25,916 RSUs; $663,450 MV |
| RSUs (Unvested) | 2024 grant (unvested) | 42,975 RSUs; $1,100,160 MV |
| PSUs (Unearned) | Various cycles outstanding | 10,931 ($279,834), 21,523 ($550,989), 12,564 ($321,638), 23,324 ($597,094), 13,962 ($357,427), 25,785 ($660,096) |
Key Vesting Schedules
- RSUs granted Mar 7, 2024: 42,975 RSUs vest in three installments of 14,325 on Mar 7, 2025, Mar 7, 2026, and Mar 7, 2027 .
Employment Terms
- 2020 arrangement: base salary CAD$750,750 (subject to review); target cash bonus 70% of base; eligible for annual equity awards with aggregate grant date fair value of at least $1,450,000 split between RSUs and PSUs .
- Termination without cause: prorated target bonus for year of termination; salary continuation of one month per year of service up to 24 months plus target bonus and automobile allowance; continued healthcare; all unvested equity continues to vest per original schedule (PSUs subject to original performance conditions) under “Service Factor” .
- Change‑in‑control: if terminated without cause in connection with a change‑in‑control, severance as above; options and RSUs accelerate and vest immediately; PSUs vest at the greater of Company performance as of last trading day before CoC or actual performance at period end (if conditions remain applicable) .
- Clawback: company policy applies to cash and equity incentive comp tied to financial reporting measures (including TSR); no clawbacks pursued in 2024 .
Potential Payments (as of Dec 31, 2024; IMAX share price $25.60 assumption)
| Scenario | Cash Payments (USD) | Value of Vesting of Equity Awards (USD) | Total (USD) |
|---|---|---|---|
| Death/Disability | — | $2,099,494 | $2,099,494 |
| Termination Without Cause or Resignation for Good Reason | $2,375,102 | $6,162,603 | $8,537,705 |
| Involuntary Termination Within Two Years of Change‑in‑Control | $2,375,102 | $6,162,603 | $8,537,705 |
Investment Implications
- Alignment: Welton’s 50/50 RSU/PSU mix and rigorous PSU metrics (EBITDA growth and relative TSR) drive at‑risk compensation; 2022–2024 PSU vesting at 154.4% validates performance execution relative to peers and targets .
- Retention and selling pressure: The “Service Factor” allows continued vesting upon termination without cause, lowering forced selling; upcoming RSU tranches in Mar 2026/2027 and option expiry in Mar 2026 may create potential supply if exercised/sold, but hedging/pledging are prohibited, moderating risk .
- Severance/CoC economics: Cash severance ($2.38M) plus equity vesting ($6.16M) under standard termination/CoC scenarios suggests moderate protection without tax gross‑ups disclosed; PSUs vest on “greater of” performance, maintaining pay‑for‑performance posture in CoC outcomes .
- Ownership and alignment: Beneficial ownership of 202,827 shares/options (<1% of outstanding) and 580% of salary ownership compliance reinforce long‑term alignment; no pledging permitted .
- Execution signals: 2024 bonus metrics show strong operational delivery in installations and signings (above target), offset by revenue and cash flow shortfalls amid industry headwinds; qualitative payout at 122% for Welton underscores direct contributions to growth initiatives and market expansion .