Natasha Fernandes
IMAXAbout Natasha Fernandes
Natasha Fernandes (age 44) is Chief Financial Officer and Executive Vice President of IMAX, a 17+ year company veteran who rose through finance leadership roles (Deputy CFO, Corporate Treasurer) before becoming CFO in May 2022; she holds a BBA from Wilfrid Laurier University and is a member of CPA Canada . Under her tenure as a senior finance leader, IMAX delivered 2024 TSR of 70.4%, with three-year average Adjusted EBITDA growth of 24.0% and TSR positioned around the 80th percentile of the Russell 2000; 2022 PSU awards paid out at 154.4% of target on these results . 2024 performance translated into NEO bonus outcomes of 97.3%–108.5% of target (Fernandes at 108.5%), evidencing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| IMAX Corporation | Chief Financial Officer & EVP | May 2022–present | Leads global finance; stewarded capital allocation and investor relations; executed cost reductions and tax optimization; supported liquidity and risk management . |
| IMAX Corporation | Deputy CFO & SVP | 2021–2022 | Oversaw accounting, treasury, forecasting, budgeting, long-range planning worldwide . |
| IMAX Corporation | Corporate Treasurer; VP Finance & Corporate Treasurer | 2018–2021 | Led $200M convertible debt offering (2021) and new credit agreement (2022) . |
| IMAX Corporation | Progressive finance roles (VP Finance & Assistant Controller; Senior Director; Director, Financial Reporting) | 2007–2018 | Built core finance capabilities across reporting and controls . |
| Deloitte | Audit Manager | Pre-2007 | External audit experience in manufacturing and services . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| IMAX Theatres International Limited (wholly-owned subsidiary) | Director | n/a | Subsidiary board role aligned with IMAX global theatres operations . |
| Chartered Professional Accountants Canada | Member | n/a | Professional accreditation supporting CFO duties . |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary (currency) | CAD 500,000 | CAD 550,000 (10% increase effective Apr 1, 2024) | Annual review per employment agreement . |
| Target Bonus (% of salary) | 55% | 60% | Market adjustments in 2023 and 2024 . |
| Actual Annual Bonus | USD 300,000 (2023) | CAD 350,000 (108.5% of target) | 2024 outcome reflects 50% quantitative/50% qualitative structure . |
| Target Annual Equity (minimum grant-date fair value) | USD 600,000 | USD 600,000 | Mix consistent with other senior execs . |
| 2024 Stock Awards (grant-date fair value) | — | USD 799,972 (23,710 RSUs; 21,929 PSUs; grant 7-Mar-2024) | RSUs time-based; PSUs performance-based . |
Performance Compensation
2024 Annual Cash Bonus Plan – Quantitative Scorecard (applies company-wide)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout for metric |
|---|---|---|---|---|---|---|
| Total Revenue ($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% |
| Quantitative factor result | — | — | — | — | — | 74.7% of target |
- For Fernandes, the bonus split is 50% quantitative and 50% qualitative; her qualitative assessment was 142% of target (leadership on IR/multiples re-rating, tax strategy execution, cost optimization, capital allocation and risk management) . This yielded an overall payout of 108.5% of target for 2024 (CAD 350,000) .
Long-Term Incentives (PSUs and RSUs)
| Grant year | Instrument | Vesting/Performance | Metric weighting and goals | Max vesting |
|---|---|---|---|---|
| 2024 | PSUs | 3-year (to 12/31/2026) | 60% Avg Annual Adjusted EBITDA Growth: 5%/10%/12.5% threshold/target and ≥20% max; 40% Relative TSR vs custom peer group: 25th/50th/≥90th percentile | 175% (EBITDA) / 150% (TSR) |
| 2024 | RSUs | Time-based | 33%/33%/34% on 7-Mar-2025/2026/2027 (7,903/7,903/7,904 units) | — |
| 2022 | PSUs (payout) | Completed 12/31/2024 | EBITDA growth actual 24.0% → 175% vesting; Relative TSR 79th percentile → 123.5% vesting; blended payout 154.4% | 175% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of 4/14/2025) | 31,257 common shares; plus 2,652 options exercisable within 60 days; total 33,909; <1% of outstanding . |
| Options outstanding | 2,652 options exercisable at $22.49, expiring March 7, 2026 . |
| Recent option exercise | Exercised 2,957 options on Dec 9, 2024 due to March 2025 expiry and impending Q4 blackout per policy explanation . |
| RSUs unvested (by cohort) | 7,422 RSUs (vest 3/7/2025); 13,852 RSUs (6,925 vest 3/7/2025; 6,927 vest 3/7/2026); 23,710 RSUs (7,903 vest 3/7/2025; 7,903 vest 3/7/2026; 7,904 vest 3/7/2027) . |
| PSUs outstanding and expected vesting windows | 7,422 PSUs (vest Q1’25 subject to performance); 6,715 & 12,466 PSUs (vest Q1’26 subject to performance); 7,703 & 14,226 PSUs (vest Q1’27 subject to performance) . |
| Ownership guidelines (status) | Required to hold 100% of salary (pro-rata 75% in 2025); current ownership equals 192% of salary; in compliance . |
| Hedging/Pledging | Prohibited under Insider Trading Policy (hedging, margin, pledging) . |
| Clawback | Dodd-Frank-compliant clawback policy covering cash and equity incentive comp tied to financial metrics (including TSR) . |
Implication: The 2025–2027 RSU/PSU vesting calendar implies periodic share deliveries that could create modest, time-based selling liquidity, while options form a de minimis component (2,652 remaining) with 2026 expiry .
Employment Terms
| Topic | Key terms |
|---|---|
| Employment agreement | Effective May 1, 2022; open term; initial base CAD 460,161.37; increased to CAD 500,000 (Apr 1, 2023) and CAD 550,000 (Apr 1, 2024); target bonus: 50% initially, 55% for 2023 performance, 60% thereafter; annual equity award minimum USD 600,000 . |
| Termination without cause (no CIC) | Pro‑rata target bonus for year; severance = one month of salary per year of service up to 24 months, plus target bonus and auto allowance; healthcare continued during salary continuation; equity continues to vest during salary continuation; vested options exercisable until earlier of six months post salary continuation or normal expiry . |
| Change-in-control (CIC) | If terminated without cause in connection with a CIC: same severance benefits; options and RSUs accelerate; PSUs vest based on higher of performance up to the day before CIC or actual at end of period . |
| Potential payout estimates (as of 12/31/2024; IMAX $25.60/sh) | Death/Disability: equity value $1,312,952; Termination without cause: cash $1,160,247; equity vesting value $2,790,861; total $3,951,108; Involuntary termination within two years of CIC: cash $1,160,247; equity value $2,993,186; total $4,153,433 . |
Performance & Track Record
- 2024 compensation outcome reflects both quantitative performance (74.7% factor) and Fernandes’ qualitative leadership (142% factor), culminating in 108.5% of target bonus (CAD 350,000) .
- As Deputy CFO/Treasurer, led $200M convert (2021) and new credit agreement (2022), supporting balance sheet flexibility; as CFO, drove cost reduction and tax strategies, contributing to liquidity and efficiency amid China softness and strike-impacted slates .
- IMAX’s three-year value creation translated to 2022 PSU vesting at 154.4% (EBITDA growth 24.0%; TSR 79th percentile vs Russell 2000 constituents), reinforcing alignment of long-term incentives with outcomes .
Compensation Structure Diagnostics
- Mix and at-risk pay: For non-CEO NEOs, target pay is majority variable/equity; Fernandes’ 2024 equity target USD 600k with 50/50 PSU/RSU design (PSUs earned 0–165% of target) .
- Annual plan metrics emphasize top-line (Revenue), profitability (Adjusted EBITDA), cash generation (FCF ex Growth CAPEX), and growth drivers (Installations, Signings, Streaming bookings), aligning to strategic levers; 2024 targets displayed rigor (two metrics zeroed, two above target) .
- Governance guardrails: Share ownership guideline (compliant), anti-hedging/pledging, and clawback policy reduce misalignment/financial restatement risk .
Say‑on‑Pay, Peer Group, and Shareholder Feedback
- 2024 Say‑on‑Pay support improved to 72.5% (up >25 pts vs 2023) following outreach to holders of ~67% of shares; feedback supportive of structure and enhanced disclosure .
- Peer group for compensation benchmarking spans media/tech/entertainment names (e.g., Dolby, Cinemark, Lions Gate, Ambarella, Harmonic; specific list in filing); no rigid percentile targeting to preserve judgment given IMAX’s unique model .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited (reduces misalignment/forced selling risk) .
- Clawback: In place and compliant (reduces restatement-related windfalls) .
- Related-party transactions: None disclosed for Fernandes; none material reported for executives in 2024 .
- Award modifications/repricings: None disclosed; option exercises in 2024 were driven by upcoming expiration and trading blackout timing .
Equity Vesting & Insider Selling Pressure (Next 24–30 Months)
| Date/Window | Instrument | Shares | Notes |
|---|---|---|---|
| Mar 7, 2025 | RSU vests | 7,422 + 6,925 + 7,903 = 22,250 | 3 RSU tranches vest same day . |
| Q1 2025 | PSU settlement | 7,422 (subject to performance) | 2022–2024 PSU cycle . |
| Mar 7, 2026 | RSU vests | 6,927 + 7,903 = 14,830 | 2023/2024 RSUs . |
| Q1 2026 | PSU settlement | 6,715 + 12,466 = 19,181 (subject to performance) | 2023–2025 PSU cycle . |
| Mar 7, 2027 | RSU vests | 7,904 | Final 2024 RSU tranche . |
| Q1 2027 | PSU settlement | 7,703 + 14,226 = 21,929 (subject to performance) | 2024–2026 PSU cycle . |
| Mar 7, 2026 | Option expiry | 2,652 options @ $22.49 | Residual legacy options expirying in 2026 . |
Note: Actual delivered PSU shares will depend on Adjusted EBITDA growth and relative TSR performance for each tranche .
Investment Implications
- Alignment and retention: Fernandes is meaningfully aligned via ownership (192% of salary vs 75% pro‑rata guideline) with ongoing share delivery through 2027, and anti‑hedging/pledging plus a robust clawback policy mitigate misalignment risks . Severance is tenure-based (up to 24 months) with equity continuation/acceleration features that are competitive but not excessive; estimated CIC cash+equity exposure is ~$4.15M as of 12/31/24 .
- Incentive design and performance sensitivity: The 50/50 PSU/RSU LTI mix with high hurdles (double‑digit EBITDA growth and high TSR percentile for max) keeps upside tied to durable fundamentals and market-relative returns; 2024 annual metrics evidenced target rigor (quantitative factor 74.7%) and tempered cash payouts, while recognizing individual execution (142% qualitative for CFO) .
- Liquidity/overhang: The 2025–2027 vesting schedule clusters share deliveries (notably Mar 2025 and Q1 settlements), creating episodic supply but also reinforcing retention; remaining options are minimal (2,652) with 2026 expiry .
- Execution track record: Finance leadership through capital markets (2021 convert; 2022 facility), cost controls, tax planning, and IR strategy contributed to 2024 equity re‑rating and strong TSR; continued delivery on FCF and installations/signings will be key to PSU outcomes and sustained pay-for-performance alignment .