Maria Woods
National CineMediaAbout Maria Woods
Maria V. Woods serves as Executive Vice President, General Counsel and Secretary of National CineMedia, Inc. (NCMI). She was hired as EVP, General Counsel & Secretary of NCM LLC on September 1, 2021, and her NCMI employment agreement is effective December 20, 2022 through December 31, 2025 . She is listed as agent for service on NCMI’s Form S-3 and executed the registration statements as attorney‑in‑fact for directors . During her tenure, 2024 revenue increased 45.8% to $240.8 million and AOIBDA reached $45.7 million, with total shareholder return (TSR) up 56.0% in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National CineMedia, LLC | EVP, General Counsel & Secretary | 2021–present | Led legal and corporate governance for NCM LLC |
| National CineMedia, Inc. | EVP, General Counsel & Secretary | 2022–present | Agent for SEC filings (Form S‑3); attorney‑in‑fact executing registration statements |
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Base Salary ($) | $425,000 | Set by Compensation & Leadership Committee |
| Target Bonus (% of salary) | 75% | Annual Cash Incentive Plan |
| Actual Bonus Paid ($) | $391,744 (122.9% of target) | Paid Feb 27, 2025 |
| Stock Awards ($) | $1,821,256 | PBRSUs + TBRSUs grant-date fair value |
| All Other Compensation ($) | $37,592 | See breakdown below |
2024 All Other Compensation detail:
| Component | Amount ($) | Notes |
|---|---|---|
| 401(k) Employer Contribution | $1,150 | |
| Term Life Insurance (imputed) | $1,786 | |
| Disability Insurance (imputed) | $720 | |
| Miscellaneous taxable fringe/allowances | $974 | |
| Accrued Vacation Payout | $32,962 | Due to new policy adoption |
| Total | $37,592 |
Performance Compensation
2024 Annual Cash Incentive structure and outcomes:
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Total Consolidated Revenue ($M) | 25% | 171.2 (50%) | 228.2 (100%) | 273.9 (200%) | 240.8 | Contributed to 122.9% total payout |
| AOIBDA ($M) | 75% | 24.8 (50%) | 41.3 (100%) | 62.0 (200%) | 45.7 | Contributed to 122.9% total payout |
| Total Annual Cash Incentive Payout | — | — | — | — | — | 122.9% of target; paid Feb 27, 2025 |
2024 Long‑Term Incentive grants (awarded Feb 9, 2024):
| Grant Type | Target Shares | Grant‑Date Fair Value ($) | Key Vesting Terms |
|---|---|---|---|
| Performance‑Based RSUs (PBRSUs) | 258,334 | $831,837 | 50% market‑based (TSV); 50% financial‑based (Unlevered FCF/share); three one‑year tranches; each tranche vests 5 days after Form 10‑K filing |
| Time‑Based RSUs (TBRSUs) | 258,334 | $989,419 | 30% at end of 2024; 7.5% each quarter in 2025; 10% each quarter in 2026 |
| Total | 516,668 | $1,821,256 | — |
2024 PBRSU performance and vesting:
| PBRSU Category | Metric | Target Disclosure | Actual Achievement | Payout | Vesting Date | Shares Vested (Maria) |
|---|---|---|---|---|---|---|
| Financial‑based (2024 tranche) | Unlevered Free Cash Flow per Share | Not publicly disclosed (commercially sensitive) | 113.0% of target | 100.0% for 2024 tranche | Fifth business day after 10‑K filing (Mar 13, 2025) | 43,056 |
| Market‑based | Total Shareholder Value (TSV) | Range: $8.75 (50%) to $12.75 (100%) | Minimum not achieved in 2024 | 0% for 2024 | Through Dec 31, 2026 window | 0 (2024) |
TBRSU vesting schedule:
| Period | Vesting % | Notes |
|---|---|---|
| 2024 Year‑End | 30% | Vests end of fiscal year |
| 2025 (each quarter) | 7.5% | Last day of each quarter |
| 2026 (each quarter) | 10% | Last day of each quarter |
Stock vested during fiscal 2024:
| Metric | Value |
|---|---|
| Shares acquired on vesting (Maria) | 89,794 |
| Value realized on vesting ($) | $577,919 |
Equity Ownership & Alignment
Beneficial ownership (as of March 10, 2025):
| Metric | Maria Woods | Company Shares Outstanding |
|---|---|---|
| Shares owned | 66,987 | 95,192,212 |
| Rights to acquire within 60 days | 62,517 | — |
| Ownership % | <1% | — |
Outstanding equity awards (as of Dec 26, 2024):
| Award Type | Unvested/Unearned Shares | Market Value ($) |
|---|---|---|
| TBRSUs (time‑based) | 180,834 | $1,218,821 (at $6.74/share) |
| PBRSUs (performance‑based, unearned) | 258,334 | $1,741,171 (at $6.74/share) |
| Stock Options | None | — |
Insider trading/ownership policies and status:
- Anti‑hedging and anti‑pledging policies; none of the officers/directors have violated these provisions .
- Stock ownership guidelines for President and Executive Vice Presidents: lesser of base salary or 75,000 shares; all executives meeting tenure were compliant as of March 10, 2025 .
- Clawback policy requiring recovery of incentive compensation upon material restatement; enhanced forfeiture for fraud or misconduct .
Insider selling pressure (Rule 10b5‑1 plan):
| Adopter | Plan Adoption Date | Max Shares to Sell | Expiration |
|---|---|---|---|
| Maria V. Woods | May 15, 2025 | 59,865 | May 29, 2026 |
Employment Terms
| Term | Details |
|---|---|
| Employment Start | EVP GC & Secretary hire date at NCM LLC: Sep 1, 2021 |
| Agreement Effective/Expiry | Effective Dec 20, 2022; expires Dec 31, 2025 |
| Base Salary/Target Bonus | $425,000; 75% of base salary |
| Severance (Without Cause / Good Reason / Non‑renewal) | 100% of base salary + 100% of target bonus, payable over 12 months; 12 months COBRA premiums |
| Change‑of‑Control (CoC) Severance | 100% of base salary + 100% of target bonus, payable over 12 months; 12 months COBRA premiums |
| Equity Treatment on CoC + Qualifying Termination | Double‑trigger acceleration per Equity Incentive Plan (options become exercisable; other awards vest; restrictions lapse) |
| Non‑compete / Non‑solicit | One year post‑employment; confidentiality obligations |
Potential payments (estimated as of Dec 26, 2024):
| Scenario | Cash Severance ($) | Medical Insurance ($) | Value of Accelerated Equity ($) | Total ($) |
|---|---|---|---|---|
| Without Cause / Good Reason / Non‑renewal | $743,750 | $7,358 | $804,325 | $1,555,433 |
| CoC + Qualifying Termination | $743,750 | $7,358 | $3,482,342 | $4,233,450 |
| Death | $0 | $0 | $804,325 | $804,325 |
| Disability | $0 | $0 | $804,325 | $804,325 |
Investment Implications
- Pay‑for‑performance alignment: Woods’ variable compensation is tied to AOIBDA and revenue (annual cash, 75%/25% weighting) and to Unlevered Free Cash Flow per share and TSV (PBRSUs), driving a 122.9% annual bonus payout for 2024 and full vesting of the 2024 financial‑based PBRSU tranche .
- Equity alignment and constraints: Strong governance (no hedging/pledging; clawback; ownership guidelines with compliance) supports long‑term alignment, while double‑trigger equity acceleration could be material in CoC scenarios ($3.48M estimated for accelerated awards) .
- Trading signals: The Rule 10b5‑1 plan to sell up to 59,865 shares through May 2026 indicates potential insider selling pressure; PBRSU TSV thresholds ($8.75/$12.75) explicitly incentivize sustained share price appreciation through 2026 .
- Company execution context: 2024 revenue growth (+45.8% to $240.8M) and AOIBDA ($45.7M) alongside TSR improvement (+56.0%) reflect operational recovery post‑restructuring, which underpins incentive outcomes but net loss persisted in 2024, tempering pure P&L alignment .