Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 28, 2021, Cinemark Holdings, Inc. (the “Company”) announced that Mark Zoradi, Chief Executive Officer and member of the Board of Directors, will retire from his position as Chief Executive Officer effective as of December 31, 2021. Mr. Zoradi will continue to serve as a member of the Board of Directors.
On July 28, 2021, the Company also announced that Sean Gamble, Chief Financial Officer and Chief Operating Officer, has been appointed President of the Company effective July 28, 2021, and will be appointed Chief Executive Officer as of January 1, 2022. Mr. Gamble, age 46, has served as the Company’s Chief Operating Officer and Chief Financial Officer since January 2018 and as the Company’s Executive Vice President and Chief Financial Officer since August 2014. Prior to joining the Company, from February 2009 until April 2014, Mr. Gamble worked for the Comcast Corporation (“Comcast”) as Executive Vice President and Chief Financial Officer of Universal pictures within NBCUniversal, one of the world’s leading media and entertainment companies. He joined Comcast after 15 years at the General Electric Company where he held multiple senior leadership positions, including Chief Financial Officer of GE Oil & Gas’ Equipment business based in Florence, Italy from May 2007 until January 2009. Mr. Gamble does not have any relationships requiring disclosure under Item 401(d) of Regulation S-K or any interests requiring disclosure under Item 404(a) of Regulation S-K.
In connection with Mr. Gamble’s appointment as President, the Compensation Committee of the Board of Directors (the “Compensation Committee”) approved an amendment (the “Amendment”) to that certain Employment Agreement, dated as of June 23, 2014, between the Company and Mr. Gamble (the “Employment Agreement”). The Amendment is effective as of July 28, 2021, and increases Mr. Gamble’s annual base salary to $750,000 with a target bonus of 100% of base salary, prorated in 2021 for the period of his employment as President. Mr. Gamble’s total cash compensation will be $1,450,000, assuming performance goals are met for the target bonus. Mr. Gamble’s long-term equity compensation will be based on an award level of $1,800,000. He will receive a one-time grant of restricted stock in the amount of $255,000, which represents the difference between Mr. Gamble’s long-term incentive award for the period from January 1, 2021 to July 28, 2021 and from July 29, 2021 to December 31, 2021,which will consist of 50% 4-year cliff-vested shares and 50% shares that will vest 50% on the second and fourth anniversary of the grant date, respectively. The foregoing description of Mr. Gamble’s compensation arrangements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employment Agreement and the Amendment, which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
Michael Cavalier, Executive Vice President – General Counsel and Secretary, has been appointed Executive Vice President – General Counsel and Business Affairs and Secretary, effective July 28, 2021. Mr. Cavalier has served as the Company’s Executive Vice President-General Counsel and Secretary since February 2014, Senior Vice President-General Counsel and Secretary since January 2006 and General Counsel since 1997. He has been with Cinemark for more than 28 years. Mr. Cavalier does not have any relationships requiring disclosure under Item 401(d) of Regulation S-K or any interests requiring disclosure under Item 404(a) of Regulation S-K.
In connection with Mr. Cavalier’s appointment as Executive Vice President – General Counsel and Business Affairs and Secretary, the Compensation Committee approved an increase of Mr. Cavalier’s annual base salary to $575,000 with a target bonus of 90% of base salary, prorated in 2021 for the period of his employment as Executive Vice President – General Counsel and Business Affairs and Secretary. Mr. Cavalier’s new total cash compensation will be $1,093,000, assuming performance goals are met for the target bonus. Mr. Cavalier’s long-term equity compensation will be based on an award level of $1,006,250. He will receive a one-time grant of restricted stock in the amount of $72,000, which represents the difference between Mr. Cavalier’s long-term incentive award for the period from January 1, 2021 to July 28, 2021 and from July 29, 2021 to December 31, 2021, which will consist of 50% 4-year cliff-vested shares and 50% shares that will vest 50% on the second and fourth anniversary of the grant date, respectively. The foregoing description of Mr. Cavalier’s compensation arrangements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of that certain Employment Agreement, dated as of June 16, 2008, between the Company and Mr. Cavalier (incorporated by reference to Exhibit 10.4 to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No. 001-33401, filed August 8, 2008).
