David Glazek
National CineMediaAbout David E. Glazek
Independent director of NCMI since 2019 (age 47), appointed Non‑Employee Chair of the Board effective February 27, 2025. Background in distressed/special situations investing (Partner/PM at Standard General, LP 2008–2023; Partner at Sunago Capital Partners since 2023), with prior roles at Lazard Frères & Co. and Blackstone. Education: BA University of Michigan; JD Columbia Law School. Core credentials: capital markets, restructuring, legal and governance oversight, and board operations across public and private companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Standard General, LP | Partner and Portfolio Manager | 2008–2023 | Led distressed/special situations and private credit strategies |
| Sunago Capital Partners, LP | Partner | 2023–present | Special situations investing; capital markets oversight |
| Lazard Frères & Co. | Investment professional | Not disclosed | Advisory/finance experience |
| Blackstone Group | Investment professional | Not disclosed | Private equity/transactions experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Turning Point Brands, Inc. | Executive Chairman | 2019–present | Public company governance; consumer products oversight |
| Workers Benefit Consortium, Inc. | Director | 2021–present | Oversight of benefits operations |
| Columbia Business School | Adjunct Professor | 2021–present | Instruction in finance/investing |
Board Governance
- Chair of the Board (Non‑Employee) effective February 27, 2025; separate Chair/CEO structure maintained for independence .
- Committee assignments: Chair, Compensation & Leadership; Member, Nominating & Governance; previously served on Audit through August 26, 2024 .
- Independence: Board affirmed Glazek is independent under SEC/Nasdaq rules .
- Attendance and engagement: Board met 6 times in FY2024; no incumbent director attended fewer than 75% of combined Board/committee meetings; all incumbents attended the May 9, 2024 Annual Meeting .
| Committee | 2024 Meetings | Membership |
|---|---|---|
| Audit | 7 | Members independent; Hill (Chair), Lane, Marchese; financial expert designation for Hill |
| Compensation & Leadership | 6 | Glazek (Chair), Bell, Marchese; independent; Meridian engaged as independent consultant |
| Nominating & Governance | 8 | Bell, Glazek, Hill; independent; oversees board evaluation and director compensation/ownership standards |
Governance policies: anti‑hedging/anti‑pledging; stock ownership guidelines (non‑employee directors: 3× annual cash retainer); mandatory clawback; annual self‑assessment (with external evaluator at least every three years) .
Fixed Compensation (Non‑Employee Director – FY2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $73,118 | Annual retainer $40,000; committee chair retainer $13,146; committee member retainer $19,973 |
| Non‑Employee Chair Retainer | N/A in 2024 | Role effective Feb 27, 2025; 2024 chair retainer level was $100,000 per annum |
| 2025 Program (reference) | Cash retainer $80,000; RSUs $120,000 | Annual grants; directors may elect RSUs in lieu of cash |
Performance Compensation (Non‑Employee Director Equity – FY2024)
Directors received quarterly RSU grants (with option to elect up to 20% of quarterly grant in cash); Q1/Q2/Q3 vested immediately; Q4 vests at 2025 Annual Meeting .
| Metric | Mar 26, 2024 | May 14, 2024 | Aug 13, 2024 | Nov 13, 2024 |
|---|---|---|---|---|
| RSUs Granted (shares) | 8,502 | 8,774 | 6,769 | 5,820 |
| Grant Date Fair Value (USD) | $40,000 | $40,000 | $40,000 | $40,000 |
| Vesting | Immediate | Immediate | Immediate | At 2025 Annual Meeting |
Outstanding director awards at 12/26/2024:
- RSUs from Aug 18, 2023: 28,450 outstanding; market value $191,753 at $6.74/share .
- Q4 2024 RSUs outstanding: 5,820; market value $39,227 .
Other Directorships & Interlocks
| Company | Role | Independence/Notes |
|---|---|---|
| Turning Point Brands, Inc. (public) | Executive Chairman | External; no disclosed related‑party transactions with NCMI . |
| Workers Benefit Consortium, Inc. | Director | External, private; governance role . |
Designation/interlock note: Under the Director Designation Agreement post‑restructuring, Blantyre Capital (28% holder) nominated David Glazek and Nathan Lane; Designation Committee nominated Juliana Hill and Nicholas Bell. As of Jan 9, 2025, Consenting Creditors held ~41% NCMI interests, granting designation rights; the Board still determined independence under Nasdaq/SEC rules .
Expertise & Qualifications
- 15+ years investing in distressed/special situations/private credit; transactional and restructuring depth .
- Legal training (JD) with capital markets governance experience; prior advisory roles (Lazard, Blackstone) .
- Board leadership and compensation oversight; adjunct faculty in finance/business .
Equity Ownership
| Holder | Common Shares | Rights to Acquire (60 days) | Percent of Class |
|---|---|---|---|
| David E. Glazek | 30,934 | 5,820 | <1% (*) |
Stock ownership alignment:
- Director guidelines: 3× annual cash retainer; all directors with required tenure in compliance as of March 10, 2025 .
- Anti‑pledging and anti‑hedging policies in place; no violations disclosed .
Outstanding equity awards (director-level):
| Award | Shares Outstanding | Market Value at $6.74 |
|---|---|---|
| RSUs granted Aug 18, 2023 (vest Aug 18, 2027) | 28,450 | $191,753 |
| RSUs granted Nov 13, 2024 (vest at 2025 ASM) | 5,820 | $39,227 |
Governance Assessment
- Strengths: Independent Chair; strong committee leadership (Compensation Chair); full independence of committees; robust policies (clawback, anti‑hedging/pledging); director ownership guidelines and disclosed compliance; strong attendance and engagement .
- Compensation governance: Use of independent consultant (Meridian); clear director equity structure; no tax gross‑ups; no option repricing; say‑on‑pay support (87.1%) indicating investor acceptance of pay design .
- Potential conflicts/RED FLAGS:
- Creditor influence: Blantyre and Consenting Creditors have board designation rights and nominated Glazek; Blantyre holds ~28%—a governance risk for perceived independence despite formal independence determination .
- Related‑party oversight mitigants: Audit Committee reviews related‑party transactions per policy; committees are fully independent .
- Additional signals: Board leadership separation (Chair/CEO) supports oversight; directors meet in executive session without management; continuous self‑assessment with external periodic review .
Overall, Glazek brings restructuring and capital markets expertise with strong committee leadership. The primary governance watchpoint is the creditor designation framework and Blantyre’s significant ownership/nominating role; continued transparency on independence assessments and related‑party reviews is important for investor confidence .