AMC ENTERTAINMENT HOLDINGS, INC.
For the period ended Dec 10, 2025. Filed Oct 24, 2025.
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Dec 10, 2025 · Filed Oct 24, 2025
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Contents
Compensation Decisions
Executive Summary
2024 Business Review
The Company entered 2024 optimistic that industry box office performance would stabilize following the years-long recovery from the COVID-19 pandemic and the impact of the strikes by the Writers Guild of America (“WGA”) and Screen Actors Guild-American Federation of Television and Radio Artists (“SAG-AFTRA”) during 2023. However, the WGA and SAG-AFTRA strikes severely affected the industry’s recovery trajectory due to delays in movie release schedules through the first half of 2024.
As an illustration of the impacts to our industry, the North American industry box office in 2024 was $8.7 billion compared to AMC internal projections of $9.0 billion at the beginning of the year and a 2019 pre-pandemic level of $11.4 billion. Industry box office during the first half of 2024 was $3.1 billion compared to $5.6 billion in the second half of 2024.
Notwithstanding the challenging macro-industry environment, the Company maintained its focus on maximizing results and adapted to industry conditions. AMC management continued to undertake decisive measures to strategically position the Company to navigate temporary setbacks and re-establish its longer-term recovery path. AMC has tightened operating hours, mitigated costs, rationalized its theatre portfolio, and innovated new merchandise and food and beverage offerings. Most importantly, we strengthened our balance sheet through (i) the July 2024 refinancing transactions that extended debt maturities, (ii) equity capital raising, (iii) debt exchanges and (iv) debt repurchases at a discount.
Below is a summary of some of the impressive accomplishments achieved by the management team during 2024:
We generated Adjusted EBITDA in 2024 of $343.9 million.
We completed refinancing transactions with two creditor groups to refinance and extend to 2029 and 2030 the maturities of approximately $2.4 billion of our debt previously maturing in 2026.
We reduced the principal balance of our corporate borrowings and finance leases by $375.9 million.
$261.8 million in gross proceeds were raised through the sale of equity to further bolster our balance sheet.
On December 31, 2024, we had cash of $632.3 million.
We achieved all-time records for admissions revenue per patron, food and beverage revenue per patron and total revenue per patron. Total revenue per patron is approximately 35% higher than it was in pre-pandemic 2019, driven primarily by growth in food and beverage revenue per patron of 50%.
As of December 31, 2024, we had approximately 35 million member households enrolled in our AMC Stubs loyalty program across our A-List, Premiere, and Insider membership tiers.
We announced AMC’s Go Plan, a multi-year plan to expand premium large format, extra large format and Laser at AMC footprint in theatres, as well upgrade seating and renovate theatres.
Our laser projector upgrade program continued with 2,125 laser projector installations completed, representing approximately 61% of the 3,500 projectors eligible for upgrade.
Compensation Decisions
Our compensation program is grounded in a pay-for-performance philosophy and is designed with equity as a significant component of compensation. Performance goals in both our short- and long-term incentive plans are set at challenging levels, with the ultimate goal that the achievement of operating, financial and other goals will drive long-term, sustainable stockholder value. In addition, a key goal of executive compensation is to attract, retain, motivate, and reward talented executives. However, the impacts of the strikes by the WGA and SAG-AFTRA during 2023 dramatically impacted the
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Company’s financial performance during 2024 for reasons unrelated to the performance by our officers and employees in managing the Company’s business and preserving stockholder value. While our response to, and ongoing recovery from, the industry strikes warranted uncommon actions with respect to compensation programs, our underlying philosophy has not been permanently altered or abandoned.
In the view of the Compensation Committee, management successfully undertook major initiatives to reduce and control costs, raise additional capital, refinance and extend maturities for a substantial portion of the Company’s debt, operate theatres safely, promote attendance, and lay the groundwork to seek opportunities to diversify the business. These initiatives were essential to preserving the Company’s business and stockholder value at a critical time for the Company. Like recent years, the challenges facing our industry and the recognition that retention of the Company’s leadership was one of the most critical issues facing the Company required the Compensation Committee to remain flexible in its approach to executive compensation. Consequently, the Compensation Committee believes its compensation decisions during 2024 were reasonable and necessary in light the circumstances. Further, the Compensation Committee believes that its actions will enable the Company to return to a normalized compensation structure and approach as the industry stabilizes. Each of the decisions outlined below is more fully described in the subsequent sections of this CD&A and the tables that follow.
2024 Key Compensation Determinations
For the CEO, the value of his annual equity grant decreased approximately 37% and his base salary and annual bonus opportunity did not change, resulting in a reduction in total compensation at target of 25%.
For NEOs other than the CEO, base salaries increased approximately 5% on average, annual bonus opportunities as a percentage of base salary did not change, and annual equity grants were relatively flat compared to 2023.
Despite significant industry underperformance compared to forecasts for 2024, Company performance achieved levels that resulted in an annual incentive plan pay out at 146% of the industry-adjusted target.
On February 22, 2024, the Compensation Committee determined that the industry underperformance and prolonged strikes by the WGA and SAG-AFTRA had a material impact on the Company’s performance in 2023. In light of the fact that these industry impediments were outside the control of the Company and were not known at the time the performance targets were established, the Compensation Committee, in consultation with the Company’s independent compensation consultant, approved modifications to the performance goals applicable to equity grants allocated to the 2023 Tranche Year. As a result of the modifications, the impacted equity grants vested at the maximum level. For accounting purposes, the incremental increase in fair value resulting from the modifications are reflected in the Company’s 2024 compensation tables that follow.
2025 Actions
The base salary and annual bonus opportunity for the CEO remain at the 2024 levels. The value of the annual equity grant for the CEO was returned to its 2023 level. However, the mix of time and performance-based vesting equity grants was changed from 50/50 to 40/60 and additional strategic initiative targets were added to the performance-based grants.
For the CFO’s 2025 compensation, base salary was increased approximately 17.5%, annual bonus opportunity as a percentage of base salary remains at 2024 levels, and the value of the annual equity grant was increased 10%. The changes in CFO compensation were approved in order to maintain competitive compensation levels for that position and to recognize his outstanding performance.
For NEOs other than the CEO and CFO, base salary increases for 2025 averaged 4.8%, the annual bonus opportunity as a percentage of base salary was increased by 10% for one position, and annual equity grants remain at 2024 levels.
As disclosed in Item 9B of the Company’s 2024 Annual Report on Form 10-K, the Compensation Committee determined that the industry underperformance, primarily due to changes to studio movie release schedules in response to the continuing impacts of industry strikes in the prior year, had a material impact on the Company’s
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.