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Richard Gelfond

Richard Gelfond

Chief Executive Officer at IMAXIMAX
CEO
Executive
Board

About Richard Gelfond

Richard L. Gelfond is Chief Executive Officer of IMAX and a director since March 1994; he became sole CEO in April 2009 after serving as Co-CEO (1996–2009), Co-Chairman (1999–2009), and Vice Chairman (1994–1999) . Age: 69; current roles also include Chairman and Non-Executive Director of IMAX China Holding, Inc. since May 2015 . 2024 performance context: IMAX delivered a 70.4% TSR in 2024 and three-year average Adjusted EBITDA growth of 24.0%, with 2022 PSUs vesting at 154.4% of target on combined EBITDA and relative TSR metrics . IMAX’s multi-year fundamentals show a recovery trend; see Revenues, EBITDA, Net Income, and Cash from Operations in the table below (S&P Global data).

MetricFY 2022FY 2023FY 2024
Revenues ($)292,323,000*366,110,000*342,522,000*
EBITDA ($)37,099,000*94,197,000*89,229,000*
Net Income - (IS) ($)-22,800,000*25,335,000*26,059,000*
Cash from Operations ($)17,321,000*58,615,000*70,837,000*

Values retrieved from S&P Global.

  • S&P Global data via GetFinancials (no document citations required by tool rule).

Past Roles

OrganizationRoleYearsStrategic impact
IMAX CorporationVice Chairman1994–1999Supported transition post-1994 acquisition; capital markets and strategy
IMAX CorporationCo-CEO1996–2009Global expansion; studio relationships; technology roadmap
IMAX CorporationCo-Chairman1999–2009Governance and strategic oversight
IMAX CorporationCEO2009–presentLed diversification and scale-up; strengthened film slate and network

External Roles

OrganizationRoleYearsStrategic impact
IMAX China Holding, Inc.Chairman & Non-Executive Director2015–presentGovernance for HK-listed subsidiary; China strategy
Stony Brook FoundationChairman, Board of Trusteesn/aAcademic network; philanthropy and leadership visibility
Academy of Motion Picture Arts & SciencesMembern/aIndustry network; filmmaker relationships
Turkana Basin InstituteInternational Advisory Board Membern/aNon-profit leadership; scientific outreach
Columbia Shuttle Memorial Trust Steering CommitteeChairman (historical)n/aHigh-profile stewardship; NASA partnership

Fixed Compensation

Component202220232024
Base Salary ($)1,200,000 1,200,000 1,200,000
“Stock Awards” – Grant-Date Fair Value ($)5,499,961 5,499,992 5,499,983
All Other Compensation ($)79,800 74,122 85,437

Notes: “Stock Awards” reflect PSUs and RSUs fair value under ASC 718, not realized value .

Performance Compensation

  • Annual cash bonus structure: CEO target bonus 100% of salary, capped at 200% . For 2024, quantitative portion 80% and qualitative portion 20% .
Metric (Annual Bonus 2024)WeightThresholdTargetMaximumActualPayout vs 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%

  • Quantitative factor outcome: 74.7% of target; qualitative for CEO scored at 200% given leadership in studio relationships, investor communications, technology upgrades, and cost management . Result: 2024 CEO bonus earned at 99.7% of target ($1,196,391) .

  • LTI design: For 2024, PSUs weighted 60% on average annual Adjusted EBITDA growth (5% threshold; 12.5% target; 20%+ maximum) and 40% on relative TSR vs a custom peer group (25th percentile threshold; 50th percentile target; ≥90th percentile maximum) with payout ranges of 0–175% (EBITDA) and 0–150% (TSR) . RSUs vest in three tranches (33%, 33%, 34%) starting one year from grant .

PSU Program (Key terms, 2024 grant)EBITDA Growth VestingTSR VestingMeasurement Window
Design & peer set60% EBITDA; 40% TSR vs Ambarella, Cinemark, Cineplex, Corsair, Dolby, fuboTV, Harmonic, Knowles, Lions Gate, Marcus, WildBrain, Xperi 25th→90th percentile maps to 30%→150% of target 3-year, ending Dec 31, 2026

  • Realization example: 2022 PSU tranche (ended 2024) paid at 154.4% of target (EBITDA 175%, TSR ~123.5% at 79th percentile) .

  • CEO grants (2024): 173,877 PSUs (target; max 288,351 if all metrics max out) and 183,578 RSUs granted on Jan 2, 2024 per the employment agreement .

Equity Ownership & Alignment

  • Beneficial ownership (Apr 14, 2025): 704,599 shares plus 1,818,695 acquirable within 60 days via vested options; total 2,523,294 (4.54% of outstanding) .
  • Prior year (Apr 8, 2024): 535,609 shares plus 2,286,320 acquirable; total 2,821,929 (5.14%) .
Ownership snapshotShares ownedShares acquirable in 60 daysTotal% of outstanding
Apr 8, 2024535,609 2,286,320 2,821,929 5.14%
Apr 14, 2025704,599 1,818,695 2,523,294 4.54%

  • Outstanding options and awards (as of Dec 31, 2024): Various legacy options (e.g., strikes at $29.58 expiring Jan 5, 2025; $31.40 expiring Jun 7, 2026; $31.90 expiring Jan 3, 2027; $23.20 expiring Jan 2, 2028; $18.75 expiring Jan 2, 2029), plus unvested RSUs and PSUs with market values based on $25.60 closing price . IMAX states Gelfond had no unvested, in-the-money options as of Dec 31, 2024 .

  • Vesting schedules: 183,578 RSUs granted Jan 2, 2024 vest 61,192 on Jan 2, 2025, and 61,193 on Jan 2, 2026 and Jan 2, 2027 . 2022–2026 PSU cohorts vest per three-year windows and metric outcomes .

  • Hedging/pledging: Prohibited by IMAX Insider Trading Policy; directors/officers may not hold in margin accounts or pledge as collateral .

  • Ownership guidelines: CEO required minimum 500% of base salary; current ownership equals ~1,453% of salary as of April 1, 2025 (compliant) .

Employment Terms

  • Current contract: “Gelfond Agreement” (original Nov 8, 2016; amended Jan 1, 2020 and Sep 19, 2022) runs through Dec 31, 2025, stipulating salary $1.2M, target bonus 100% of salary, max 200% . Annual LTI for 2023–2025: RSUs $2.75M and PSUs $2.75M per year .
  • Extension: July 17, 2025 8-K amended term to Dec 31, 2028; LTI raised to RSUs $3.5M and PSUs $3.5M annually for 2026–2028; PSU payout range up to 200% with 60% EBITDA and 40% relative TSR .
  • Severance (without cause/good reason): Cash equals 200% of base salary per remaining year (capped at 24 months) plus prorated bonus based on actual performance; unvested RSUs partially vest pro rata; unvested PSUs continue pro rata subject to performance; all options vest and remain exercisable per agreement .
  • Change-in-control: Legacy “Sale Bonus” = 0.375% of equity value above CAD$150,000,000; “Incentive Bonus” = 225,000 × (CIC closing price − $10.67). If terminated without cause/for good reason within 24 months post-CIC, severance applies and RSUs vest; PSUs settle at greater of performance to CIC date or final actuals; SERP accelerates and becomes payable .
  • Potential payouts: Illustrative table shows total cash upon CIC termination $10,543,972 and equity vesting $27,918,922, totaling $38,462,894 under assumptions in proxy .
  • Post-termination consulting and amenities: Upon non-renewal or retirement at term end, IMAX to provide office space, assistant, and auto benefits for 12 months; certain equity continues to vest under Service Factor (age ≥55 and ≥10 years service) .

Compensation Structure Analysis

  • Mix emphasizes equity and performance: CEO target direct pay mix in 2024 was Base 15.2%, Bonus 15.2%, PSUs 34.8%, RSUs 34.8%, underscoring pay-for-performance alignment .
  • Program evolution: IMAX removed option grants for NEOs and introduced PSUs; maintains clawback policy aligned to NYSE/SEC rules (applies to TSR-based awards as financial measures) .
  • 2024 outcomes: Quantitative scorecard paid below target due to revenue/FCF underperformance, offset by installations/signings above target; qualitative overlay at 200% led overall bonus near target (99.7%), demonstrating use of discretion to reflect strategic execution despite strike-related headwinds .

Governance and Board Service

  • Board independence and leadership: Nine of ten directors are independent; Darren Throop serves as independent Chair; Gelfond is not independent given CEO role .
  • Committees: Compensation (Douglas—Chair; Berman; Pamon; Settle), Audit (Demirian—Chair; Leebron; MacMillan; Wong), Governance (Leebron—Chair; MacMillan; Pamon; Settle) .
  • Attendance: Board held eight meetings in 2024; Gelfond attended 8/8; seven executive sessions held in 2024 .
  • Director pay: Employees receive no additional fees for Board service; independent director retainer model disclosed separately .

Say‑on‑Pay & Shareholder Feedback

  • Outreach: 2024 engagement contacted ~67% of shares; meetings with holders representing ~45%; feedback supportive of program structure .
  • Results: 2024 say‑on‑pay support was 72.5%, a >25 percentage point improvement from 2023 .
  • Peer group: Compensation peer group includes Ambarella, Cinemark, Cineplex, Corsair, Dolby, fuboTV, Harmonic, Knowles, Lions Gate, Marcus, WildBrain, Xperi; maintained for 2024 .

Risk Indicators & Policies

  • Clawback: Dodd-Frank 954-compliant; applies to cash and equity incentives tied to financial reporting measures (including TSR); no clawbacks in 2024 .
  • Hedging/pledging: Prohibited; trades by Section 16 insiders require pre-clearance .
  • Options repricing: Not permitted without shareholder approval .
  • Say-on-pay trajectory: Improving support mitigates governance risk; legacy CIC payments for CEO remain but are grounded in historical shareholder agreements and reviewed by the Compensation Committee .

Equity Grant Details (CEO)

GrantDateTypeTarget (#)Max (#)Vesting terms
Annual LTIJan 2, 2024PSUs173,877 288,351 3-year; 60% EBITDA, 40% TSR; 0–175%/0–150% payouts
Annual LTIJan 2, 2024RSUs183,578 n/a33%/33%/34% on 1st/2nd/3rd anniversaries

Employment & Change‑in‑Control Economics (Illustrative 12/31/2024)

TriggerCash ($)Equity vesting ($)Total ($)
Death/Disability3,649,660 21,816,218 25,465,878
Termination w/o Cause or Good Reason3,646,051 17,574,329 21,220,380
Termination w/o Cause following CIC10,543,972 27,918,922 38,462,894

Investment Implications

  • Alignment and retention: Very high equity weighting and ownership (1,453% of salary vs 500% guideline) plus extension to 2028 reduce CEO transition risk and reinforce long-term alignment with TSR and EBITDA growth .
  • Pay-for-performance leverage: Quantitative scorecard plus robust PSU design provide performance sensitivity; discretion can smooth short-term shocks (e.g., strikes), which may moderate payout cyclicality and signal confidence .
  • CIC overhang: Legacy Sale Bonus/Incentive Bonus could create substantial payouts under a sale; investors should factor potential cash obligations and accelerated vesting into M&A scenarios .
  • Trading pressure: RSU/PSU vesting calendars and legacy option expirations (e.g., exercises in Dec 2024 due to March 2025 expiry) can create episodic selling pressure; however, hedging/pledging prohibitions mitigate alignment risks .
  • Governance quality: Independent chair, high board independence, improved say‑on‑pay, and formal clawback policy indicate constructive governance posture around executive pay .
Overall: Strong long-term equity alignment and extended tenure support stability and execution; monitor CIC economics, vesting calendars, and qualitative discretion in annual bonuses for payout variability and near-term trading dynamics. **[921582_0000921582-25-000033_imax-20250425.htm:41]** **[921582_0000921582-25-000054_imax-20250717.htm:1]** **[921582_0000921582-25-000033_imax-20250425.htm:43]** **[921582_0000921582-25-000033_imax-20250425.htm:47]** **[921582_0000921582-25-000033_imax-20250425.htm:66]** **[921582_0000921582-25-000033_imax-20250425.htm:68]**