Thomas Lesinski
National CineMediaAbout Thomas Lesinski
Thomas F. Lesinski, 65, is Chief Executive Officer of National CineMedia, Inc. (NCMI) and a director since 2014; he was appointed CEO effective August 2, 2019 and previously served as Non‑Employee Chairman from August 1, 2018 to August 1, 2019 . In 2024, NCMI reported revenue of $240.8 million and Adjusted OIBDA of $45.7 million, with a net loss of $22.4 million; compensation “actually paid” to the PEO increased 127.6% year over year alongside a 56.0% improvement in TSR, reflecting equity-driven alignment post‑restructuring . The company eliminated ~$1.2 billion of debt during the 2023 restructuring and instituted a $100 million share repurchase program (2.5 million shares repurchased at $5.28 average through 12/26/24), supporting shareholder value initiatives under his leadership .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National CineMedia, Inc. | CEO; Director | CEO since 2019; Director since 2014 | Led post‑Chapter 11 reorganization era, launched programmatic and self-serve capabilities, and pursued capital return via buybacks . |
| National CineMedia, Inc. | Non‑Employee Chairman | Aug 1, 2018 – Aug 1, 2019 | Board leadership prior to CEO appointment . |
| Sonar Entertainment | Chief Executive Officer; Board member | CEO 2016–2019; Board until Feb 2020 | Led independent studio operations and strategic direction . |
| Energi Entertainment | Founder and CEO | 2014–2015 | Built multi-media content production venture . |
| Legendary Entertainment | President, Digital Content & Distribution | 2013–2014 | Drove digital content strategy focused on fandom demographic . |
| Paramount Pictures | President, Digital Entertainment; President, Worldwide Home Entertainment (prior) | 2006–2013 (Digital); prior years in Home Entertainment | Scaled digital/home entertainment distribution . |
| Warner Bros. Entertainment | Various leadership positions | ~10 years (prior period) | Senior operating roles across content distribution . |
| Advertising agency | Managing Director | Prior | Commercial leadership in media/advertising . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Sonar Entertainment | Director | Through Feb 2020 | Concluded board service after CEO tenure . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 925,000 | 925,000 |
| Target Bonus (% of Salary) | 100% | 100% |
| Actual Bonus Payout ($) | 925,000 | 1,136,825 |
| Actual Payout (% of Target) | 100.0% | 122.9% |
| CEO Target Pay Mix (Variable %) | 68% variable (2023) | 89.9% variable (2024) |
Performance Compensation
Annual cash incentive design (FY 2024): two metrics with objective payout curve and straight‑line interpolation; payout earned at 122.9% of target based on results. PBRSU/TBRSU awards emphasize multi‑year alignment, with financial- and market‑based conditions and detailed vesting cadence.
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Annual Cash Incentive (FY 2024) | Metric | Weight | Threshold | Target | Max | Actual | Payout Contribution | |---|---:|---:|---:|---:|---:|---:| | Total Consolidated Revenue ($mm) | 25% | 171.2 → 50% | 228.2 → 100% | 273.9 → 200% | 240.8 | 122.9% overall payout | | AOIBDA ($mm) | 75% | 24.8 → 50% | 41.3 → 100% | 62.0 → 200% | 45.7 | 122.9% overall payout |
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Long‑Term Incentives (FY 2024 grants and design) | Instrument | Target Shares | Grant‑Date Fair Value ($) | Key Metrics / Mechanics | Vesting | |---|---:|---:|---|---| | PBRSUs (50% market; 50% financial) | 1,033,334 | 3,327,332 | Market PBRSUs vest on Total Shareholder Value (TSV) price hurdles ($8.75 min → 50%; $12.75 max → 100%) until 12/31/2026; Financial PBRSUs use annual Unlevered FCF/share tranches 2024–2026; higher market achievement can “uplift” financial tranche vesting . | Financial tranches vest 5 business days after 10‑K filing each year; market tranches anytime through 12/31/2026 . | | TBRSUs | 1,033,333 | 3,957,669 | Time‑based retention equity . | 30% at 12/31/2024; 7.5% each quarter in 2025; 10% each quarter in 2026 . | | 2024 Financial PBRSUs (Performance Yr 2024) – Vested 3/13/2025 | 172,222 | — | Achieved 113.0% of target on Unlevered FCF/share; paid at 100% . | Vested 5th business day after 10‑K (3/13/2025) . |
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Notable changes for 2025 LTI: mix moves to 50% TBRSUs and 50% PBRSUs over 3 years, with PBRSUs tied to cumulative 3‑year financial goals (specific targets undisclosed due to competitive sensitivity) .
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Realized/“Pay vs Performance” context: PEO Compensation Actually Paid increased 127.6% in 2024 as TSR rose 56.0%; avg Non‑PEO NEO CAP +41.7% (dynamics reflect equity awards and stock price gains) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/10/2025) | 241,178 shares owned; rights to acquire 436,874 shares within 60 days; <1% of outstanding . |
| Unvested TBRSUs (12/26/2024) | 723,334 shares; time‑based schedule (30% 2024; quarterly in 2025–2026) . |
| PBRSUs (Target, unearned; 12/26/2024) | 1,033,333 shares (50% market‑based TSV to 12/31/2026; 50% financial Unlevered FCF/share 2024–2026) . |
| Options Outstanding (CEO) | 65,019 @ $80.00 exp 8/2/2029; 50,060 @ $27.10 exp 7/29/2030; 21,988 @ $30.90 exp 8/4/2031; 24,729 ex + 12,364 unex @ $15.80 exp 8/1/2032; 16,667 ex + 8,333 unex @ $35.00 exp 8/1/2032; 8,334 ex + 16,666 unex @ $35.00 exp 7/31/2033 . |
| Ownership Guidelines | CEO must hold lesser of 3x base salary or 500,000 shares; executives/directors meeting tenure are in compliance as of 3/10/2025 . |
| Hedging/Pledging | Prohibited for all employees and directors; none have violated policy (reduces leverage/hedge misalignment risk) . |
| Clawback | Mandatory recovery for restatements; misconduct can trigger reimbursement/forfeiture of incentives . |
Implications:
- Significant unvested equity (TBRSUs + PBRSUs) runs through 12/31/2026, creating periodic vesting events that may result in liquidity/selling windows; anti‑pledge/hedge policies limit leverage risk .
- Absolute share ownership is <1% of outstanding; alignment is primarily via at‑risk, multi‑year equity .
Employment Terms
| Term | CEO (Lesinski) |
|---|---|
| Agreement | Amended July 20, 2022; effective Aug 1, 2022; expires Dec 31, 2025 (or earlier upon termination) . |
| Base Salary | $925,000 . |
| Target Bonus | 100% of salary (annual plan) . |
| LTI Opportunity | Annual grants with ≥$1,000,000 grant-date fair value plus 250,000 premium‑priced options (mix subject to agreement limits) . |
| Severance (no cause/good reason or non‑renewal) | 1x base + 1x target bonus, paid over 12 months; 12 months COBRA premiums . |
| Change‑in‑Control (double‑trigger) | 2x base + 2x target bonus (12‑month installment schedule); equity accelerates per plan on qualifying termination within the window . |
| Estimated Payouts as of 12/26/2024 | No cause/good reason total ~$6.0m (incl. ~$4.13m equity); CIC ~$20.0m (incl. ~$16.26m equity) . |
| Non‑compete / Non‑solicit | 1‑year post‑employment . |
Board Governance
- Role and independence: CEO and director (non‑independent); no committee assignments .
- Chair/CEO split: Separate Chair and CEO; David E. Glazek named Chair effective Feb 27, 2025 (mitigates dual‑role governance concerns) .
- Board composition: 6 of 7 nominees independent; committees comprised solely of independents; executive sessions held without management .
- Board activity: 6 meetings in FY 2024; all incumbents attended ≥75% of meetings; all directors attended 2024 annual meeting .
- Director pay: Employee directors (including CEO) receive no additional director compensation .
Director Compensation (Context)
Non‑employee directors moved from quarterly grants to an annual structure in 2025; CEO receives no separate director fees, reinforcing alignment via executive compensation only .
Compensation Structure Analysis
- Year‑over‑year mix: CEO 2024 target pay ~89.9% variable vs ~68% in 2023, indicating a shift toward equity/at‑risk pay post‑restructuring (retention/grant catch‑up) .
- Metric rigor: 2024 annual bonus weighted 75% AOIBDA and 25% Revenue, with clear threshold/target/max; payout at 122.9% driven by operational delivery against AOIBDA and revenue .
- LTI evolution: 2024 PBRSU design includes TSV hurdles through 2026; 2025 shifts PBRSUs to cumulative 3‑year financials, aligning with multi‑year value creation .
- Governance guardrails: Double‑trigger equity vesting on CIC; clawback; no excise tax gross‑ups; no hedging/pledging; no option repricing without shareholder approval .
Say‑on‑Pay & Shareholder Feedback
| Year | Approval (%) |
|---|---|
| 2023 SOP (vote held in 2024) | 87.1% “for” |
| 2022 SOP (vote held in 2023) | 80.9% “for” |
Compensation Peer Group (Benchmarking posture)
- Target positioning: generally around the 50th percentile of the peer group .
- 2024 peer companies included: Audacy, Entravision, IMAX, Lamar Advertising, Lee Enterprises, Madison Square Garden Entertainment, OutFront Media, E.W. Scripps, The Marcus Corporation, Townsquare Media, Urban One, WWE (note: WWE historical inclusion) .
Performance & Track Record (select disclosures)
- 2024 highlights: Revenue $240.8m; AOIBDA $45.7m; market/product initiatives include programmatic and self‑serve launch, NCM Boost and Boomerang expansions, and enhanced Platinum inventory uptake .
- Capital structure actions: $45m revolver closed Jan 24, 2025, reducing interest cost; repurchased ~2.5m shares for $13.4m through year‑end 2024 .
- FY24/4Q24 execution vs guidance: Q4 revenue $86.3m (above guide), AOIBDA $35m (above guide), indicating operational discipline in a mixed slate environment .
Risk Indicators & Red Flags
- Prior retention program: Material 2023 cash retention awards to NEOs during Chapter 11 ($1.85m to CEO), a one‑time measure tied to restructuring continuity .
- Equity overhang/vesting cadence: Large unvested TBRSUs and PBRSUs through 2026 create periodic vest events; however, anti‑hedge/pledge policies reduce alignment concerns from leverage .
- Related party/creditor influence: Board designation rights for creditor groups per Director Designation Agreement (e.g., Blantyre ~28% ownership as of 1/9/2025) can influence board composition and oversight priorities .
Investment Implications
- Pay‑for‑performance alignment strengthened: 2024–2026 LTI constructs tie outcomes to Unlevered FCF/share and TSV (2024) and cumulative multi‑year financials (2025 program), with high variable pay mix (89.9% variable), supporting investor alignment .
- Retention vs selling pressure: Significant scheduled vesting (quarterly TBRSU cadence in 2025–2026; annual financial PBRSU tranches; market PBRSU windows through 2026) may create episodic liquidity, but hedging/pledging bans limit adverse alignment behavior .
- Contract and change‑in‑control economics: CEO agreement runs through Dec 31, 2025 with 1x/2x severance multiples (salary+bonus) and double‑trigger equity; estimated CIC payout ~$20m as of 12/26/2024 underscores a meaningful protection package but with robust performance and clawback safeguards .
- Ownership calibration: CEO’s <1% stake with substantial unvested equity indicates incentive‑driven alignment more than absolute ownership; presence of concentrated holders (e.g., Blantyre at ~28%) and separate Chair/CEO structure mitigate dual‑role governance concerns .
- Execution trajectory: Above‑guide Q4 performance, expanded data‑driven products, reduced interest burden, and ongoing buybacks form a constructive backdrop; bonus payout at 122.9% reflects delivery vs objectives in 2024 .