Ronnie Ng
National CineMediaAbout Ronnie Ng
Ronnie Y. Ng is Chief Financial Officer of National CineMedia, Inc. (appointed effective September 27, 2021; amended agreement effective September 27, 2024 through September 26, 2027). He holds a B.S. in finance from the University of Illinois at Urbana‑Champaign and previously served as CFO and Head of Corporate Development at Allen Media Group; prior roles include VP at TCW’s Fixed Income Group and investment banking at UBS, Deutsche Bank, and Houlihan Lokey, with earlier M&A/accounting due diligence at Arthur Andersen . Company performance tied to his incentives includes 2024 Total Consolidated Revenue of $240.8 million and AOIBDA of $45.7 million, supporting a 122.9% payout of the annual incentive; pay-versus-performance disclosures show a 2024 TSR value of an initial fixed $100 investment at $24.0 and net loss of $22.4 million (versus 2023 TSR $15.4 and net income $705.2 million) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Allen Media Group | CFO & Head of Corporate Development | 2018–2021 | Led finance organization, oversaw multiple large-scale acquisitions and refinancing of capital structure |
| TCW Group | Vice President, Fixed Income Group | 2013–2018 | Invested in investment grade, high-yield bonds and leveraged loans, focused on media/technology sectors |
| UBS Investment Bank | Executive Director, Global Media Group | 2006–2012 | Managed/advised/structured financings and M&A transactions |
| Deutsche Bank; Houlihan Lokey | Investment Banking roles | 2003–2006 | Various investment banking positions in media sector |
| Arthur Andersen | Financial/accounting due diligence | Pre‑2003 | Provided due diligence for M&A and financing transactions |
External Roles
None disclosed for Mr. Ng in company filings; 2021 8‑K notes no related arrangements or family relationships in his appointment .
Fixed Compensation
| Year | Base Salary | Target Bonus % | Actual Bonus Paid | Notes |
|---|---|---|---|---|
| 2023 | $550,000 | 75% | $412,500 | Merit increase from 2022; incentive based on equally weighted Adjusted Advertising Revenue and AOIBDA for Compensation Purposes; paid in early 2024 |
| 2024 | $560,577 (salary earned); base set to $600,000 eff. 9/27/24 | 76.3% blended (prorated from 75% to 80%) | $527,126 (paid Feb 27, 2025) | Base and target bonus increased in amended agreement effective 9/27/24 |
2024 Long-term incentive grants (approved Feb 9, 2024):
| Grant Type | Grant Date Fair Value | Target Shares Granted |
|---|---|---|
| PBRSUs | $1,663,668 | 516,667 |
| TBRSUs | $1,978,835 | 516,667 |
| Total | $3,642,502 | 1,033,334 |
FISCAL 2024 Summary Compensation (for context):
| Year | Salary | Stock Awards | Option Awards | Non-Equity Incentive | All Other Comp | Total |
|---|---|---|---|---|---|---|
| 2024 | $560,577 | $3,642,502 | $— | $527,126 | $65,690 | $4,795,895 |
| 2023 | $550,000 | $6,317 | $— | $412,500 | $964,411 | $1,933,228 |
Performance Compensation
Annual Cash Incentive (2024 design and outcomes):
| Metric | Weighting | Target | Actual | Payout (% of Target) |
|---|---|---|---|---|
| Total Consolidated Revenue | 25% | $228.2m (100%); $273.9m (200%); $171.2m (50%) | $240.8m | 122.9% overall payout; straight-line interpolation |
| AOIBDA | 75% | $41.3m (100%); $62.0m (200%); $24.8m (50%) | $45.7m | 122.9% overall payout; straight-line interpolation |
PBRSUs (2024 program):
- Market-based PBRSUs (50%): 3-year period to Dec 31, 2026; vesting based on Total Shareholder Value (TSV), defined as 100-day VWAP plus cumulative dividends since Aug 7, 2023; 50% vests at TSV $8.75; 100% vests at TSV $12.75 .
- Financial-based PBRSUs (50%): Three annual tranches (2024–2026) with Unlevered Free Cash Flow per Share goals; each tranche vests five days after filing the Form 10-K; 2024 thresholds set between $0.30 (50%) and $0.38 (100%) .
TBRSUs (2024 program) vesting schedule:
- 30% at end of 2024; 7.5% at the end of each quarter in 2025; 10% at the end of each quarter in 2026 .
Stock vested during fiscal 2024 (realized values):
| Name | Shares Vested | Value Realized on Vesting |
|---|---|---|
| Ronnie Y. Ng | 168,015 | $1,100,452 |
Equity Ownership & Alignment
Beneficial ownership:
| As-of Date | Shares Owned | Rights to Acquire (60 days) | Ownership % |
|---|---|---|---|
| March 10, 2025 | 96,027 | 135,642 | <1% |
| March 21, 2024 | 11,788 | 7,073 | <1% |
Outstanding equity awards (Dec 26, 2024):
| Instrument | Quantity | Terms | Market/Payout Value Reference |
|---|---|---|---|
| Stock options (exercisable) | 10,609 | $38.00 strike; exp. 9/27/2031 | — |
| RSUs – Time-based (unvested) | 361,667 | 30% 2024; 7.5% quarterly 2025; 10% quarterly 2026 | $2,437,636 (at $6.74/sh) |
| RSUs – Performance-based (unearned target) | 516,667 | Market- and financial-based PBRSUs (see above) | $3,482,336 (at $6.74/sh) |
Alignment policies:
- Anti-hedging and anti-pledging provisions; mandatory clawback; double-trigger vesting on change-in-control for equity .
- Stock ownership guidelines adopted: CEO lesser of 3x salary or 500,000 shares; President/EVPs lesser of base salary or 75,000 shares; non-employee directors 3x annual cash retainer. Compliance required within five years; as of March 10, 2025, executives and directors meeting tenure are compliant .
Employment Terms
| Term | Details |
|---|---|
| Initial appointment and agreement | Appointed CFO effective Sept 27, 2021; employment agreement dated Aug 25, 2021, effective Sept 15, 2021 |
| Amended agreement | Effective Sept 27, 2024; term through Sept 26, 2027 |
| Base salary | $600,000 effective Sept 27, 2024 (previously $550,000 in 2023) |
| Target annual bonus | 80% of base salary effective Sept 27, 2024 (previously 75%) |
| Severance (without cause/for good reason) | 1x base salary + 1x target bonus; payable over 12 months; 12 months COBRA premiums |
| Change-of-control severance | 1x base salary + 1x target bonus within 12 months post-CoC (employment terminated), payable over 12 months; equity double-trigger acceleration under plan |
| Non-compete / non-solicit | During employment and 1 year post-termination |
| Equity treatment on termination | Double-trigger equity acceleration on CoC; prorated retention of TBRSUs/PBRSUs for involuntary termination without cause, death, disability; options expire 90 days post-termination (Ng), 12 months for death/disability |
Illustrative potential payments (assuming termination on Dec 26, 2024):
| Scenario | Cash Severance | Medical Insurance | Accelerated Equity | Total |
|---|---|---|---|---|
| Without cause/for good reason | $1,080,000 | $25,593 | $1,608,629 | $2,714,222 |
| CoC + qualifying termination | $1,080,000 | $25,593 | $6,964,671 | $8,070,264 |
| Death | — | $25,593 | $1,608,629 | $1,634,222 |
| Disability | $300,000 | $25,593 | $1,608,629 | $1,936,728 |
Investment Implications
- Pay-for-performance alignment and retention: Compensation structure emphasizes variability (annual cash incentive tied to Revenue and AOIBDA; 2024 mix of PBRSUs/TBRSUs with challenging TSV and UFCF/share hurdles), while the amended employment term through 2027 and 1x severance/benefits reduce near-term turnover risk .
- Event risk: Change-of-control economics are meaningful (illustrative total $8.07 million) driven largely by equity acceleration, creating potential management-friendly outcomes in strategic transactions; double‑trigger mitigates windfalls without termination .
- Insider-selling pressure: Significant scheduled vesting in 2025–2026 (quarterly TBRSUs; annual PBRSU tranches) and 2024 vestings ($1.10m value realized) imply recurring liquidity events that can pressure stock around vest dates; anti‑pledging and clawback policies mitigate alignment and governance risks .
- Governance and shareholder feedback: No excise tax gross‑ups; anti‑hedging/pledging; say‑on‑pay support of 80.9% in 2023 suggests acceptable shareholder alignment, though 2024 performance outcomes and variable pay should continue to be monitored against operational execution post‑restructuring .
- Track record/execution: 2024 financial performance modestly exceeded targets (122.9% payout), but pay‑versus‑performance shows 2024 TSR at $24 on $100 and net loss, highlighting sensitivity to share price recovery—PBRSU TSV targets could be a powerful lever for alignment and a trading signal as thresholds approach .
Related party and conflicts: No related-party transactions disclosed in Mr. Ng’s appointment; insider trading policies include anti‑hedging/pledging .