Michele Golden
IMAXAbout Michele Golden
Global Chief People Officer and Executive Vice President at IMAX; joined in September 2022 and leads all HR functions globally. Age 57; education includes a BS in Communication (University of Texas) and an MBA (Vanderbilt) . Relevant enterprise performance context during her tenure: IMAX delivered 70.4% TSR in 2024; three‑year average Adjusted EBITDA growth of 24.0% and three‑year TSR positioned near the 80th percentile of the Russell 2000; 2022–2024 PSUs paid at 154.4% of target, evidencing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| HBO Max (WarnerMedia) | Chief Human Resources Officer | 2020–2022 | Led HR for the global streaming platform during rapid scale-up |
| Xandr (AT&T adtech) | Chief People Officer | 2019–2020 | Led integration of Xandr into WarnerMedia |
| WarnerMedia | Senior Vice President, Human Resources | 2013–2019 (not separately dated) | Led HR across Turner Sports, TBS, TNT, Cartoon Network, Bleacher Report |
| Atlanta Braves; Atlanta Hawks; Atlanta Thrashers | HR leadership across pro sports teams | Not disclosed | Led HR functions for multiple professional sports organizations |
External Roles
- Not disclosed in company filings reviewed. (No external directorships or committee roles cited in the DEF 14A) .
Fixed Compensation
- Individual base salary and target bonus for Ms. Golden are not disclosed (she is not a Named Executive Officer in the proxy). IMAX discloses detailed fixed pay only for NEOs .
- Company-wide perquisites and benefits framework includes executive supplemental health plan, wellness allowance, car allowances (now cash allowances), life insurance/tax/financial planning reimbursements, and death-in-service benefit; these apply to eligible senior executives and formed part of 2024 NEO disclosures .
- Policy change: effective June 1, 2025, IMAX removed car-related allowances/reimbursements and replaced them with cash allowances (examples: $30,000 USD, $33,500 CAD, $18,500 CAD depending on role/location) .
Performance Compensation
- IMAX’s annual bonus plan uses a quantitative scorecard applied consistently to all eligible plan participants, including NEOs; weightings emphasize financial outcomes and leading indicators. While individual terms for Ms. Golden are not filed, the enterprise scorecard is the core pay-for-performance mechanism across executives .
2024 annual bonus scorecard (company-wide design and outcomes)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout (% of target) |
|---|---|---|---|---|---|---|
| Total Revenue ($m) | 25% | 328.1 | 386.0 | 463.2 | 352.2 | 71% |
| Total Adjusted EBITDA ($m) | 19% | 124.5 | 146.5 | 175.8 | 138.9 | 83% |
| Free Cash Flow before Growth CAPEX ($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 ($m) | 6% | 12.8 | 15.0 | 18.0 | 3.2 | 0% |
| Overall quantitative factor | — | — | — | — | — | 74.7% |
Long-term incentives and vesting mechanics
- RSUs vest 33%/33%/34% over three years (continuing service) .
- PSUs: 60% based on average annual Adjusted EBITDA growth (payout 0%–175% of target), 40% based on relative TSR vs. a custom peer group (payout 0%–150%); 3‑year performance period .
- Realized results for 2022–2024 PSU cycle: 24.0% average annual Adjusted EBITDA growth (175% payout on this metric) and 79th percentile relative TSR (123.5% payout on this metric), producing a 154.4% overall PSU payout .
PSU 2022–2024 results (paid in Q1’25)
| Metric | Threshold | Target | Maximum | Actual | Vesting as % of target |
|---|---|---|---|---|---|
| Avg. annual Adjusted EBITDA growth | 5.0% | 12.5% | ≥20% | 24.0% | 175% |
| Relative TSR percentile (Russell 2000) | 40th | 70th | ≥90th | 79th | 123.5% |
| PSU payout (weighted) | — | — | — | — | 154.4% |
Program evolution signals (structural levers)
- 2024: bonus scorecard refined to emphasize Total Revenue and Total Adjusted EBITDA, add Streaming Technology Bookings, and redefine Free Cash Flow to exclude Growth CAPEX; increased financial weighting and transparency of goals .
- 2025: expanded 50/50 RSU/PSU mix beyond NEOs to a broader executive group to reinforce alignment; increased ownership guideline coverage for more executive leaders .
Equity Ownership & Alignment
- Individual beneficial ownership for Ms. Golden is not disclosed (the Security Ownership table lists directors and NEOs; Ms. Golden is not included) .
- Share ownership guidelines: CEO 500% of salary; other NEOs 100%; in 2025 IMAX extended ownership guidelines to a broader group of executive leaders to increase long‑term alignment (individual compliance for Ms. Golden not disclosed) .
- Clawback: Dodd‑Frank/NYSE‑compliant policy covering cash and equity linked to financial reporting measures (including TSR); no clawback actions in 2024 .
- Hedging and pledging: Prohibited under IMAX’s Insider Trading Policy (reduces misalignment risk) .
Employment Terms
- Start date and role: Joined IMAX September 2022; currently Global Chief People Officer and EVP, leading all HR globally .
- Employment framework: IMAX uses formal employment agreements/offer letters with restrictive covenants (confidentiality, non‑competition, IP); example letters signed by Ms. Golden as HR head require adherence to these policies (individual terms for Ms. Golden not filed) .
- Change-in-control/severance architecture: IMAX contracts provide severance protections to NEOs; no “single-trigger” CIC benefits (CEO legacy provisions excepted); executive severance requires a qualifying termination post‑CIC (double trigger) .
- Perquisites policy update: As of June 1, 2025, car allowances/reimbursements were eliminated and replaced with cash allowances per standardized HR amendments (company-wide policy change actioned under Ms. Golden’s purview; amounts vary by role/location) .
Performance & Track Record
- Company execution under current program: 2024 annual cash bonuses paid at 97.3%–108.5% of target for NEOs; improvements in TSR (+70.4% in 2024), installations (146), and signings (130) underscore operational momentum despite headwinds in China and post‑strike slates .
- Governance and investor outcomes: 2024 say‑on‑pay approval increased to 72.5%; shareholder outreach covered ~67% of shares with constructive feedback informing metric design and ownership policies .
Compensation Committee & Peer Group Context
- Compensation Committee (independent directors) oversees design and outcomes; uses a peer group spanning entertainment, tech, and media to inform practices (Ambarella, Dolby, Lions Gate, Cinemark, Cineplex, Harmonic, Knowles, Corsair, Marcus, WildBrain, Xperi, fuboTV) .
Investment Implications
- Alignment: Enterprise incentives are tightly linked to quantitative drivers (Revenue, Total Adjusted EBITDA, FCF ex Growth CAPEX) and relative TSR; extension of 50/50 RSU/PSU mix and share ownership guidelines to a broader executive cohort strengthens alignment and long‑term value focus for leaders like the CPO .
- Retention risk: Individual compensation, equity holdings, and severance terms for Ms. Golden are not disclosed; however, company policies (ownership guidelines expansion, clawback, anti‑hedging/pledging) and enterprise PSU/RSU mix provide both retentive value and governance guardrails . Lack of public Form 4 data for Ms. Golden in the materials reviewed limits visibility into insider selling pressure; monitor future Section 16 filings.
- Governance signals: 2024/2025 program refinements (metric rigor, FCF redefinition, transparency) and rising say‑on‑pay support suggest improving pay‑for‑performance credibility; HR policy normalization (e.g., replacing car perqs with cash allowances) indicates cost discipline and standardization under the CPO’s remit .
- Execution risk: Company-level headwinds (China box office softness, slate variability) impacted certain metrics (revenue, FCF before Growth CAPEX); nevertheless, above‑target installations and strong three‑year PSU performance mitigate risk signals in the incentive framework .