Robert Lister
IMAXAbout Robert Lister
Robert D. Lister is Chief Legal Officer & Senior Executive Vice President at IMAX, having joined the company in May 1999 after legal roles at Clearview Cinemas and Merit Behavioral Care; he has held multiple senior roles spanning legal and business development and serves on the boards of IMAX China and IMAX Theatres International Limited; he is a member of the New York State Bar Association . IMAX’s 2024 performance context for incentive alignment included 70.4% TSR for the year, strong 3-year average annual Adjusted EBITDA growth of 24.0%, and 3-year TSR positioned around the ~80th percentile versus the Russell 2000; 2022 PSUs vested at 154.4% of target on those outcomes . The company’s 2024 bonus scorecard for NEOs emphasized Total Revenue, Total Adjusted EBITDA, Free Cash Flow before Growth CAPEX, Installations, Signings, and Streaming Technology Bookings, supporting pay-for-performance linkage central to Lister’s incentive design .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| IMAX Corporation | Chief Legal Officer & Senior EVP; previously Chief Legal Officer & Chief Business Development Officer; Senior EVP & General Counsel; EVP, Business & Legal Affairs, Corporate Communications & General Counsel | 1999–present | Long-tenured senior legal and business leadership across multiple roles at IMAX |
| Clearview Cinemas | Vice President, General Counsel & Secretary | Mar 1998–May 1999 | Led legal function for a film exhibitor prior to joining IMAX |
| Merit Behavioral Care Corp. | Associate General Counsel | 1996–1998 | Corporate legal role in behavioral healthcare |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| IMAX China | Director | Not disclosed | Subsidiary board role |
| IMAX Theatres International Limited | Director | Not disclosed | Subsidiary board role |
| New York State Bar Association | Member | Not disclosed | Professional affiliation |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of salary) | Actual Bonus ($) | All Other Compensation ($) | Total Compensation ($) |
|---|---|---|---|---|---|
| 2024 | 775,816 | 60% (NEO target) | 452,968 (97.3% of target) | 95,712 | 2,774,468 |
| 2023 | 772,013 | 60% (NEO target) | 644,322 | 136,911 | 3,003,197 |
| 2022 | 755,065 | 60% (NEO target) | 500,000 | 67,496 | 2,772,534 |
Additional terms from Lister’s employment agreement (amended Oct 20, 2023) include: base salary $775,816.08; annual cash bonus target 60% of salary (up to 200% with committee approval; target increases to 100% in CoC year if he meaningfully contributed); and an annual equity award target of $1,450,000; employment term through Dec 31, 2026 .
Performance Compensation
2024 Annual Bonus Scorecard (applies to NEOs including Lister)
| Metric | Weight | Threshold | Target | Maximum | Actual | Quantitative payout (% of target) |
|---|---|---|---|---|---|---|
| Total Revenue ($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% |
- Lister’s target bonus remained 60% of salary; other NEO targets and bonus mix shown for context (quantitative vs qualitative weightings) . His 2024 actual bonus was $452,968 (97.3% of target), reflecting the company’s scorecard and individual assessment .
Long-Term Incentives
| Instrument | Grant/Design | Performance metrics and goals | Payout/vesting design |
|---|---|---|---|
| PSUs (2024 design) | 3-year performance period ending 12/31/2026 | 60% Average Annual Adjusted EBITDA Growth: 5% thr, 10% mid, 12.5% tgt, ≥20% max ; 40% Relative TSR vs custom peer group: 25th pct thr, 50th tgt, ≥90th max | PSU vesting 0–165% of target; EBITDA leg 50–175% of target; TSR leg 30–150%; linear interpolation |
| RSUs | Time-vested | Service-based | 33%/33%/34% on 1st/2nd/3rd anniversaries of grant |
| PSU results (2019–2021/2022–2024 cycle measured at 2024 end) | 2022 grants measured through 12/31/2024 | Adj. EBITDA growth actual 24.0%; Relative TSR 79th percentile | 2022 PSUs paid at 154.4% of target |
Equity Ownership & Alignment
Beneficial Ownership (as of April 14, 2025)
| Holder | Common shares owned | Options exercisable within 60 days | Total | % of outstanding |
|---|---|---|---|---|
| Robert D. Lister | 181,421 | 50,143 | 231,564 | <1% |
- Share ownership guidelines: Lister must hold shares equal to 100% of salary; his current ownership equals 504% of salary (measured on policy basis), indicating strong alignment .
- Hedging and pledging: Company policy prohibits both hedging and pledging of IMAX shares; no clawbacks were required in 2024 under the company’s Dodd-Frank-compliant policy .
Outstanding Equity Awards (12/31/2024)
| Type | Details | Quantity | Value/Terms |
|---|---|---|---|
| Stock options (exercisable) | Strike $22.49; Expiration Mar 7, 2026 | 50,143 | Option terms as shown; part of 10b5-1 plan due to expiry (see below) |
| RSUs (unvested) | Service-vested (RSUs) | 11,959; 25,916; 42,975 | $306,150; $663,450; $1,100,160 market value at 12/31/2024, respectively |
| PSUs (unearned) | Performance-vested (PSUs) | 10,931; 21,523; 12,564; 23,324; 13,962; 25,785 | Market/payout value at 12/31/2024 shown in proxy for each tranche |
- Trading plan and near-term selling pressure: On June 11, 2025, Lister adopted a Rule 10b5-1 plan to sell up to 70,143 shares, including 50,143 options expiring on March 7, 2026; sales may occur from Sep 15, 2025 through Mar 6, 2026, creating potential incremental selling pressure tied to option expiry .
Employment Terms
| Term/Provision | Key details |
|---|---|
| Employment term | Extends through December 31, 2026 |
| Base salary | $775,816.08 (subject to annual review) |
| Annual bonus | Target 60% of salary; up to 200% with committee approval; if he meaningfully contributes to a Change of Control in that year, target increased to 100% of salary |
| Annual equity | Target grant-date fair value $1,450,000 |
| Non-renewal | If IMAX does not offer continued employment on substantially similar terms at expiry and separation occurs: salary, auto allowance, health benefits during non-renewal period (12 months, or 18 months if within 24 months post-CoC), plus prorated target bonus for that period; unvested equity as of 12/31/2026 continues to vest per Service Factor |
| Service Factor (LTIP) | If criteria met (generally age ≥55 and 10+ years service), upon resignation or termination without cause, equity continues to vest per original schedule; in change-in-control without assumption, unvested equity vests; otherwise double-trigger within 24 months |
| Termination without cause / Good reason | Cash: salary, auto allowance, medical continuation for longer of remaining term or 18 months; prorated target bonus for year of termination; target bonus for each full year remaining; equity: accelerated vesting for granted but unvested awards other than 2023 annual grant (which continues to vest per Service Factor); vested options exercisable for 12 months post-severance |
| Change-in-Control (double-trigger) | If terminated without cause or resigns for good reason within 24 months: accelerated vesting of unvested RSUs; PSUs continue to vest based on greater of performance up to CoC date or actual at end of performance period; service requirement for PSUs waived; additional incentive payment of $107,500 |
Potential Payments (as of 12/31/2024 assumptions; per proxy)
| Scenario | Cash payments ($) | Value of vesting of equity awards ($) | Total ($) |
|---|---|---|---|
| Death/Disability | 452,968 | 2,762,377 | 3,215,345 |
| Termination without cause or resignation for good reason | 3,008,211 | 6,162,603 | 9,170,814 |
| Involuntary termination within two years of CoC | 3,115,711 (includes $107,500 incentive) | 6,162,603 | 9,278,314 |
Additional Performance, Governance, and Signals
- Authorized signatory on financing/transaction documents (e.g., Q3’25 10-Q credit agreement exhibits) and 8-Ks, indicating central involvement in legal and financing processes .
- Company-level pay-for-performance alignment in 2024: annual bonuses earned at ~97%–109% of target across NEOs, consistent with scorecard outcomes; Lister’s bonus outcome 97.3% of target .
- Company policy: hedging and pledging prohibited; clawback policy in force; all NEOs in compliance with share ownership guidelines as of April 1, 2025 .
Investment Implications
- Alignment: Lister’s ownership equals ~5x salary vs 1x guideline, and the LTIP structure strongly ties outcomes to Adjusted EBITDA growth and relative TSR, supporting alignment with shareholder value .
- Selling pressure risk: A Rule 10b5-1 plan covers up to 70,143 shares through Mar 6, 2026, primarily to address 50,143 options expiring Mar 7, 2026; this creates episodic, programmatic selling that may modestly pressure shares into early 2026 .
- Retention: Employment term runs through 2026 with robust severance protections and double-trigger CoC treatment; equity continues vesting under Service Factor in certain separations, reducing near-term retention risk .
- Pay-for-performance: 2024 bonus scorecard results and 154.4% vesting for 2022 PSUs indicate management outperformance on key financial/TSR metrics post-pandemic; continued weighting toward EBITDA growth and relative TSR supports ongoing performance sensitivity .
- Governance quality: Prohibitions on hedging/pledging and an active clawback framework mitigate alignment risks; say-on-pay support improved to 72.5% in 2024 after outreach, lowering compensation-related headline risk .