Nicholas Bell
National CineMediaAbout Nicholas Bell
Nicholas Bell (age 41) is an independent director of National CineMedia, Inc. (NCMI) since 2023 and currently serves as CEO of Fanatics Live (since Jan 2023). Prior roles include senior product leadership at Google Images (2020–2022), co-founder/managing partner at Attention Capital (2019–2020), content leadership at Snap (2014–2019), and SVP Digital Products at News Corp (2013–2014), bringing digital media, product, and monetization expertise to NCMI’s advertising-driven model . He has been determined independent by the Board under SEC/Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fanatics Live | Chief Executive Officer | Jan 2023 – present | Digital commerce leadership relevant to media monetization |
| Google (Google Images) | Senior Director & Head of Product | Jun 2020 – Dec 2022 | Product, search, and monetization experience |
| Attention Capital | Co-Founder & Managing Partner | Feb 2019 – May 2020 | Media/tech investing and operating insights |
| Snap Inc. | Vice Global Head of Content & Partnership | Apr 2014 – Jan 2019 | Content strategy, partnerships at scale |
| News Corporation | SVP, Digital Products | 2013 – 2014 | Digital product leadership |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Fanatics Live | Chief Executive Officer | Private | Operating role disclosed in NCMI proxy biography |
Board Governance
| Attribute | 2023 | 2024 | 2025 |
|---|---|---|---|
| Board status | Independent Director (appointed Aug 7, 2023) | Independent Director | Independent Director nominee |
| Committees | Compensation | Compensation | Compensation & Leadership; Nominating & Governance |
| Board meetings held | 8 (FY22 reference); none <75% attendance (FY22) | 15 (FY23); none <75% attendance | 6 (FY24); none <75% attendance; all attended 2024 ASM |
| Independence | Independent under SEC/Nasdaq rules | Independent; board evaluated related-party exposure and found none impairing independence | Independent |
| Leadership | Chair and CEO roles separated | Chair and CEO roles separated | Chair and CEO roles separated (structure continued) |
- Director designation/interlocks: Following NCM LLC’s emergence from Chapter 11 and the Director Designation Agreement, creditor groups had rights to designate directors. As of Jan 9, 2025, the Consenting Creditors held ~41% of NCMI interests (Blantyre ~28%), giving the Designation Committee four designations (two independent) and Blantyre two; the Designation Committee nominated Nicholas Bell for election at the 2025 AGM .
- Related-party oversight: Audit Committee reviews related party transactions; no relationships were deemed to impair independence .
Fixed Compensation
| Metric (Director) | 2023 | 2024 |
|---|---|---|
| Cash fees – total | $3,929 | $20,000 |
| Cash fee detail | Committee member retainer: $3,929 | Annual retainer: $10,000; Committee member retainer: $10,000 |
| Structural retainers in effect | Post-8/18/2023 schedule: $0 base retainer; Chair $100,000; Committee Chairs/Members: Audit $30k/$15k; Comp $20k/$10k; NG $20k/$10k | 2024 schedule (effective Feb 9, 2024): same $0 base retainer; Chair $100,000; Committee Chairs/Members per-committee as shown; quarterly RSUs policy (see below) |
Performance Compensation
| Equity Grant Detail | Grant Date | Instrument | # RSUs | Grant Date Fair Value | Vesting | |---|---|---:|---:|---| | One-time director onboarding grant | 8/18/2023 | RSU | 28,450 | $100,002 | Vests 8/18/2027; dividend equivalents accrue | | Q4’23 quarterly grant | 11/15/2023 | RSU | 6,889 | $28,571 | Vested immediately | | 2024 quarterly grants (aggregate) | 2024 (Q1–Q4) | RSU | Not disclosed | $200,000 (Nicholas Bell) | Q1–Q2 vested immediately; Q3–Q4 vest at 2025 Annual Meeting; directors could elect up to 20% in cash |
- 2024 director equity program: quarterly grants with $50,000 fair value each; Q1–Q2 immediate vest; Q3–Q4 vest at the 2025 Annual Meeting; up to 20% cash election allowed. Bell elected to receive 20% of quarterly stock grants in cash in 2024 .
- No stock options or PSUs disclosed for directors; equity is time-based RSUs (no performance metrics) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed for Nicholas Bell in NCMI proxy biography . |
| Interlocks/Designation | Nominated for 2025 election via Consenting Creditors’ Designation Committee under the Director Designation Agreement (ownership: Consenting Creditors ~41%, Blantyre ~28% as of Jan 9, 2025) . |
| Related-party transactions | Board considered relevant transactions and determined no impairing relationships for independence . |
Expertise & Qualifications
- Digital commerce and media monetization (Fanatics Live CEO) .
- Product leadership and search monetization (Google Images) .
- Content and partnerships at scale (Snap) .
- Board assessment qualifications cite his ability to contribute media sales and investment advice and business/content strategy .
Equity Ownership
| Date | Shares Owned | Rights to Acquire (within 60 days) | Percent of Outstanding |
|---|---|---|---|
| Mar 21, 2024 | 6,889 | — | <1% |
| Mar 10, 2025 | 36,945 | 7,275 | <1% |
| Unvested Director RSUs Outstanding (as of Dec 28, 2023) | Quantity | Notes |
|---|---|---|
| RSUs (8/18/2023 grant) | 28,450 | Vest 8/18/2027; dividend equivalents; market value reference $4.32 at 12/28/2023 used for table presentation . |
- Ownership guidelines: Non-employee directors must hold 150,000 shares within 5 years of appointment; directors are subject to anti-hedging and anti-pledging policies. As of Mar 21, 2024, all directors meeting tenure requirements were in compliance (Bell appointed Aug 2023, thus within the compliance window) .
- Anti-pledging/hedging: Directors prohibited from pledging or hedging company stock; no violations disclosed .
- Section 16 compliance: All timely for FY2024 except one amended Form 4 for Nicholas Bell on Nov 20, 2024 to correct securities acquired/owned for a Nov 13, 2024 RSU grant .
Fixed Compensation (Program Context)
| Policy Element (Non-Employee Directors) | 2024 (effective Feb 9, 2024) |
|---|---|
| Base cash retainer | $0 |
| Non-Employee Chair | $100,000 (inclusive of committee fees) |
| Committee Chair retainers | Audit $30,000; Comp & Leadership $20,000; Nominating & Governance $20,000 |
| Committee member retainers | Audit $15,000; Comp & Leadership $10,000; Nominating & Governance $10,000 |
| Equity | Quarterly RSUs at $50,000 FV; 20% cash election allowed; Q1–Q2 immediate vest; Q3–Q4 vest at 2025 ASM |
| 2025 update | $80,000 annual cash retainer + $120,000 RSU vesting one year; cash can be taken as RSUs |
Governance Assessment
-
Strengths
- Independence affirmed; board considered related-party exposures and found no impairing relationships .
- Strong attendance culture: no incumbent director below 75% attendance in FY2023 and FY2024; full attendance at 2024 ASM .
- Skills fit NCMI’s strategy: digital product, content, partnerships, and commerce experience supports advertising/monetization initiatives .
- Alignment mechanisms: equity-heavy director pay with long-vesting onboarding grant (4-year vest to 2027) and quarterly RSUs; anti-hedging/anti-pledging policies; stock ownership guideline with 5-year runway .
-
Watch items / potential red flags
- Creditor designation dynamics: Bell’s nomination in 2025 arose under the Director Designation Agreement (creditor ownership influence). While common in post-reorg governance, investors may monitor independence of strategic decisions as designation rights roll off after 2025 .
- Ownership vs guideline: Reported ownership of 36,945 shares as of Mar 10, 2025 is below the 150,000-share guideline; however directors have five years from appointment (Aug 2023) to comply .
- Administrative filing note: one amended Form 4 in Nov 2024 to correct RSU amounts; no broader Section 16 compliance issues disclosed .
Overall, Bell appears to enhance board effectiveness with contemporary media and product expertise, maintains independence and attendance, and is aligned via multi-year RSU vesting, with the primary governance consideration being creditor designation influence during the agreement period .