Michael MacMillan
IMAXAbout Michael MacMillan
Independent director of IMAX since June 2013; age 68; Canadian media entrepreneur and executive. He is co‑founder and CEO of Blue Ant Media (2011–present), co‑founded Atlantis Films in 1978, and served as Chairman/CEO of Alliance Atlantis Communications (1998–2007) before selling to Canwest/Goldman Sachs in 2007. He chairs Samara (Canadian civic engagement charity, founded 2007) and co‑owns Closson Chase Winery; he is a Member of the Order of Canada. Core credentials: decades of film/TV production and media operations, governance of private and nonprofit entities, and international content distribution.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alliance Atlantis Communications | Chairman and/or Chief Executive Officer | 1998–2007 | Led growth and sale of company to Canwest/Goldman Sachs (2007). |
| Atlantis Films Limited (merged into Alliance) | Co‑founder | 1978–1998 | Built production platform that reversed into Alliance Communications in 1998. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Blue Ant Media (private) | Co‑founder & Chief Executive Officer | 2011–present | Producer, distributor, and broadcaster with operations in Toronto, LA, London, and internationally. |
| Samara (charity) | Co‑founder & Chair | 2007–present | Focused on strengthening political engagement in Canada. |
| Closson Chase (winery) | Co‑owner | Not disclosed | Vineyard and winery in Prince Edward County, Ontario. |
Board Governance
- Independence: Determined independent under NYSE and Canadian standards; Board reviewed MacMillan’s relationships, including Blue Ant/Beach House transaction, and maintained independence.
- Committees: Audit Committee member; Governance Committee member.
- Attendance: 100% attendance at Board (8/8) and all committee meetings on which he served in 2024; all incumbents had perfect attendance.
- Board leadership/structure: Independent Chair (Darren Throop); seven executive sessions of independent directors held in 2024.
- Board size/tenure context: 10 directors; annual elections; nine independent.
Fixed Compensation (Director)
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Standard for independent directors. |
| Audit Committee member retainer (cash) | $10,000 | Member fee. |
| Governance Committee member retainer (cash) | $5,000 | Member fee. |
| Total cash fees (2024) | $65,000 | As reported for MacMillan. |
| RSU grant (2024) | $124,989 | Annual director equity; vested on grant. |
| Total 2024 director compensation | $189,989 | Sum of cash and equity. |
| RSU count and grant date | 7,856 RSUs (June 7, 2024) | Vested on June 7, 2024. |
Compensation mix and structure:
- Cash vs equity mix in 2024 approximately 34% cash / 66% equity, aligning director incentives with shareholders via stock.
- No meeting fees disclosed; directors reimbursed for expenses.
Performance Compensation
- No performance‑linked pay disclosed for directors; annual equity is time‑based RSUs that vested on grant (not PSU- or option‑performance based).
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| — | Public | — | No other public company directorships disclosed for MacMillan in the proxy. |
| Blue Ant Media | Private | CEO/Co‑founder | See Related‑party note below. |
Expertise & Qualifications
- Deep media operating experience (film/TV production, distribution, broadcasting) and entrepreneurship; private-company CEO; nonprofit governance leadership.
- Financial literacy affirmed via Audit Committee service (committee members must be financially literate).
- International content and industry relationships relevant to IMAX’s strategy.
Equity Ownership
| Measure | Value |
|---|---|
| Common shares beneficially owned | 35,953 |
| Percent of shares outstanding | <1% |
| Director ownership guideline | 400% of annual retainer |
| Current ownership vs guideline | 1,015% of annual retainer (compliant) |
| Hedging/pledging | Prohibited by Insider Trading Policy; no exceptions disclosed. |
Notes: Ownership guidelines for non‑management directors were increased to 400% in 2024; all non‑management directors were compliant as of April 1, 2025.
Related‑Party Transactions and Conflicts
- Beach House Pictures co‑finance agreement for “The Elephant Odyssey” (signed Jan 13, 2023): total budget ~$2.6M; CICG $0.3M (10%); IMAX and Beach House to finance $1.7M (75%) and $0.6M (25%), respectively. As of Feb 8, 2024, IMAX had paid ~$1.0M; Beach House ~$0.2M.
- Blue Ant held 70% of Beach House prior to Feb 8, 2024 (MacMillan is Blue Ant’s ultimate controlling shareholder). On Feb 8, 2024, Blue Ant sold 100% of its Beach House interest; Board determined the transaction did not constitute a material relationship for independence purposes.
Assessment: Potential conflict from Blue Ant/Beach House was considered and mitigated; sale of Beach House interest in 2024 further reduced exposure; MacMillan remained independent.
Governance Assessment
Strengths
- Independent director with perfect 2024 attendance and active service on Audit and Governance Committees, supporting financial oversight and governance quality.
- Strong alignment: exceeds tightened director ownership guideline (1,015% vs 400% requirement).
- Director pay structure balanced toward equity; RSUs provide direct exposure to shareholder outcomes.
- Board‑level governance practices (independent chair; regular executive sessions; no poison pill; anti‑hedging/pledging; proxy access) bolster investor confidence.
Watch items / RED FLAGS
- Related‑party sensitivities given Blue Ant’s historical link to Beach House; however, Board deemed non‑material and Blue Ant divested its interest (Feb 8, 2024).
Contextual shareholder sentiment
- Say‑on‑pay (NEO) support was 72.5% in 2024, up >25 percentage points vs. 2023; Board conducted outreach with holders of ~67% of shares and held seven of nine meetings with director participation—indicative of engagement culture (general governance signal).
Appendix: Committee Assignments Summary (as of April 25, 2025)
| Committee | Role | Notes |
|---|---|---|
| Audit Committee | Member | Independent; committee met five times in 2024; all members financially literate. |
| Governance Committee | Member | Committee met once in 2024; focuses on governance/ESG and board effectiveness. |