National CineMedia, Inc.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant ☒    
Filed by a Party other than the Registrant ☐
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to §240.14a-12
NATIONAL CINEMEDIA, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
xNo fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11









2023
PROXY STATEMENT
NATIONAL CINEMEDIA, INC.



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Notice
2023 Annual Meeting of Stockholders
You are cordially invited to attend the Annual Meeting of Stockholders (“Annual Meeting”) of National CineMedia, Inc. The close of business on September 8, 2023 has been set as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and any and all adjournments or postponements thereof. Whether or not you are able to attend the Annual Meeting, it is important that your shares be represented regardless of the size of your holdings. Please vote your proxy promptly in accordance with the instructions you receive in the enclosed proxy statement and proxy card, as a quorum of the stockholders must be present, either in person or by proxy, in order for the Annual Meeting to take place.
Meeting Date:November 2, 2023
Meeting Time:7:30 a.m. Mountain Time
Location:6300 S. Syracuse Way, Suite 300
Centennial, CO 80111
Record Date:September 8, 2023
Annual Meeting Business:
We have electronically disseminated our Annual Meeting materials by using the "Notice and Access" method approved by the Securities and Exchange Commission. The Notice of Internet Availability of Proxy Materials contains specific instructions on how to access Annual Meeting materials via the internet as well as instructions on how to receive paper copies if preferred. The proxy statement and Annual Report for the fiscal year ended December 29, 2022 are available at www.edocumentview.com/ncmi. At the Annual Meeting, you will be asked to consider the following:
ProposalBoard Recommendation
1To elect the nine nominees named in the accompanying proxy statement, each to serve until the Company’s next Annual Meeting or until their respective successors are duly elected or qualified;þFOR each director nominee
2To approve, on an advisory basis, our executive compensation;þFOR
3To consider an advisory vote on the frequency of future executive compensation advisory votes;þEvery ONE YEAR
4To approve an increase in the number of shares available under the 2020 Omnibus Incentive Plan;þFOR
5
To ratify the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 28, 2023; and
þFOR
6To transact such other business as may properly come before the meeting and at any adjournments or postponements of the meeting.
Please note that brokers may not vote your shares on the election of directors or any other non-routine matters if you have not given your broker specific instructions as to how to vote. Please be sure to give specific voting instructions to your broker so that your vote can be counted.    
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Centennial, ColoradoMaria V. Woods
September 18, 2023Executive Vice President, General Counsel and Secretary




TABLE OF CONTENTS







PROXY SUMMARY
This summary highlights information discussed in more detail elsewhere in this Proxy Statement. As this is only a summary, we encourage stockholders to read the entire Proxy Statement and our 2022 Annual Report before voting their shares. The accompanying proxy is solicited by the board of directors (“Board of Directors” or “Board”) of National CineMedia, Inc., a Delaware corporation (“NCM, Inc.” or the “Company”), for use at the 2023 Annual Meeting of Stockholders at the time and place shown below. Unless the context otherwise requires, the references to “we”, “us” or “our” refer to the Company and its consolidated subsidiary National CineMedia, LLC (“NCM LLC”). Unless otherwise noted, all share and per share amounts included in this Proxy Statement (including amounts relating to periods on or before the reverse stock split on August 3, 2023) reflect the Company’s 10-for-1 reverse stock split that was effected on August 3, 2023.
2023 Annual Meeting of Stockholders
Date and TimeLocationRecord DateMailing Date
November 2, 2023
7:30 am MT
6300 S. Syracuse Way, Suite 300
Centennial, CO 80111
September 8, 2023
On or about
September 18, 2023
Meeting Agenda and Board Recommendations
Proposals for your voteBoard Voting RecommendationRequired VotePage Reference
Proposal 1: Election of Directors
FOR each nomineePlurality of votes cast
Proposal 2: To approve, on an advisory basis, our executive compensation
FORMajority of votes present and entitled to vote
Proposal 3: To consider an advisory vote on the frequency of future executive compensation advisory votes
Every ONE YEARFrequency that receives the greatest number of votes
Proposal 4: To approve an increase in the number of shares available under the 2020 Omnibus Incentive Plan
FORMajority of votes present and entitled to vote
Proposal 5: To ratify the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 28, 2023.
FOR
Director Nominees
NomineeAgeDirector SinceIndependentOccupationCurrent Committee Membership*
ACNG
Lauren Zalaznick602023**YesIndependent Advisor and Senior Advisor to The Boston Consulting Group in the Global TMT PracticeChair
Bernadette Aulestia502023YesMember of the Board of Directors of Denny’s Corporation, Nexstar Media Group and Latino Corporate Directors Association Chair
Nicholas Bell392023YesCEO of Fanatics Live l
David E. Glazek452019YesExecutive Chairman of Turning Point Brands, Inc.ll
Juliana F. Hill542020YesFormer Senior Vice President of Liquidity and Asset Management of iHeartMedia, Inc.Chair
Thomas F. Lesinski632014NoCEO of NCM, Inc.
Tiago Lourenço342023YesPartner at Blantyre Capitalll
Jean-Philippe Maheu602023YesAdvisor and Member of the Board of Directors for various growth stage companiesl
Joe Marchese422023YesCEO of Attention Capitall
* A = Audit Committee, C = Compensation Committee, NG = Nominating and Governance Committee
** Chair of the Board since August 7, 2023
1


PROXY SUMMARY (CONTINUED)
CORPORATE GOVERNANCE HIGHLIGHTS
The Company demands integrity and is committed to upholding high ethical standards. Our strong corporate governance practices support this commitment and provide a framework within which our Board of Directors and management can pursue the strategic objectives of the Company and ensure long-term growth for the benefit of our stockholders. Highlights of our corporate governance practices are summarized below.
Accountability:
wAll directors stand for election annually.
wDirectors are elected by a plurality of votes cast, subject to our director resignation policy. If a director who is not designated pursuant to contractual rights is elected by a plurality of votes cast but fails to receive a majority of votes cast, the director must tender his or her resignation to the Board for its consideration.
wAll directors are subject to anti-pledging and anti-hedging provisions under our Insider Trading Policy.
Independence:
w8 of 9 director nominees are independent with the only non-independent director serving as our CEO.
wBoard committees are comprised solely of independent directors.
wIndependent directors regularly meet in private without management.
Board Practices:
wBoard of Directors and each Board committee conducts an annual self-assessment. An external evaluator will assist with such self-evaluation at least once every three years.
Leadership Structure:
w
 
Separate Chair and Chief Executive Officer leadership structure to maintain independence between Board oversight and operating decisions of the Company.
Stock Ownership Requirements:
w
Executive and director stock ownership requirements must be met within five years of appointment, as follows:
- CEO: Lesser of three times base salary or 500,000 shares.
- President and Executive Vice Presidents: Lesser of base salary or 75,000 shares.
- Non-employee directors: 150,000 shares.
w
As of September 8, 2023, all executive officers and directors meeting the tenure requirement were in compliance with the share ownership guidelines.
Key Corporate Governance Changes:
wIn August 2023, Lawrence A. Goodman, Kurt Hall, Mark Segall, Donna Reisman and Mark Zoradi resigned from the Board of Directors in accordance with the Company’s Modified First Amended Plan of Reorganization of National CineMedia, LLC Pursuant to Chapter 11 of the Bankruptcy Code (the “Plan”). Renana Teperberg resigned from the Board of Directors in September 2022. On August 7, 2023, the Board elected Lauren Zalaznick, Bernadette Aulestia, Nicholas Bell, Tiago Lourenço, Jean-Philippe Maheu and Joe Marchese to fill these vacancies pursuant to the Plan.


2



NATIONAL CINEMEDIA, INC.
PROXY STATEMENT FOR THE
2023 ANNUAL MEETING OF STOCKHOLDERS
November 2, 2023
7:30 a.m., Mountain Time
General Information
Why am I receiving these proxy materials?
You received these proxy materials because our Board of Directors is soliciting your proxy to vote your shares at our Annual Meeting. By giving your proxy, you authorize persons selected by the Board to vote your shares at the Annual Meeting in the way that you instruct. All shares represented by valid proxies received before the Annual Meeting will be voted in accordance with the stockholder's specific voting instructions.
We are electronically disseminating our Annual Meeting materials by using the “Notice and Access” method approved by the Securities and Exchange Commission. The Notice of Internet Availability of Proxy Materials contains specific instructions on how to access Annual Meeting materials via the internet as well as how to receive paper copies if preferred. Our proxy materials are also available on the Internet at www.edocumentview.com/ncmi. We will hold the Annual Meeting at 6300 S. Syracuse Way, Suite 300, Centennial, CO 80111, on November 2, 2023 at 7:30 a.m., Mountain Time.
What specific proposals will be considered and acted upon at NCM, Inc.’s Annual Meeting?
The specific proposals to be considered and acted upon at the Annual Meeting are:
Proposal No. 1 — To elect nine directors, each to serve until the Company’s next Annual Meeting or until his or her respective successor is duly elected or qualified;
Proposal No. 2 — To approve, on an advisory basis, the compensation of our named executive officers;
Proposal No. 3 — To consider an advisory vote on the frequency of future executive compensation advisory votes;
Proposal No. 4 — To approve an increase in the number of shares available under the 2020 Omnibus Incentive Plan; and
Proposal No. 5 — To ratify the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 28, 2023.
Management knows of no other business to be presented for action at the Annual Meeting, other than those items listed in the notice of the Annual Meeting referred to herein. If any other business should properly come before the Annual Meeting, or any adjournments or postponements thereof, it is intended that the proxies will be voted in the discretion of the proxy holders.
What is included in the proxy materials?
The proxy materials include the Company’s Notice of Annual Meeting of Stockholders, proxy statement and the Annual Report for the fiscal year ended December 29, 2022, which includes our audited consolidated financial statements.
What do I need to bring with me to attend the Annual Meeting?
If you are a stockholder of record of shares of our common stock, please bring photo identification with you. If you are a beneficial owner of shares of our common stock held in “street name,” please bring photo identification and the “legal proxy,” which is described below under the question “If I am a beneficial owner of shares held in ‘street name,’ how do I vote?”, or other evidence of stock ownership (e.g., most recent account statement) with you. If you do not provide photo identification or if applicable, evidence of stock ownership, you will not be admitted to the Annual Meeting.
Who can vote at the Annual Meeting?
Our Board of Directors has fixed the close of business on September 8, 2023 as the record date. We had 96,783,495 shares of our common stock outstanding as of the close of business on the record date, including unvested restricted common stock with voting rights.
How many votes am I entitled per share of common stock?
Holders of our common stock are entitled to one vote for each share of common stock held as of the record date.
What is the difference between holding NCM, Inc.’s shares of common stock as a stockholder of record and a beneficial owner?
Most of our stockholders hold their shares of our common stock as a beneficial owner through a broker, bank or other nominee in “street name” rather than directly in their own name. As summarized below, there are some important distinctions between shares held of record and those owned beneficially in “street name.”
Stockholder of Record: If your shares of our common stock are registered directly in your name, you are considered the stockholder of record with respect to those shares, and we delivered these proxy materials directly to you. As the stockholder of record, you have the right to vote your shares in person or by proxy at the Annual Meeting.
Beneficial Owner: If your shares of our common stock are held in an account with a broker, bank or other nominee, you are considered the beneficial owner of those shares held in “street name,” and the broker, bank or other nominee holding your shares on your behalf delivered these proxy materials to you. The nominee holding your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares being held by them.
If I am a stockholder of record of NCM, Inc. shares, how do I vote?
Voting by Internet. You can vote through the Internet by following the instructions provided in the proxy card that you received. Go to www.edocumentview.com/ncmi, follow the instructions on the screen to log in, make your selections as instructed and vote.
Voting by Mail. You can vote by mail by completing, dating, signing and returning the proxy card in the postage-paid envelope (to which no postage need be affixed if mailed in the United States) accompanying the proxy card that you received.
Voting in Person. If you plan to attend the Annual Meeting and vote in person, we will give you a ballot at the Annual Meeting. Even if you plan to attend the Annual Meeting, we encourage you also to vote by Internet or mail as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.
If I am a beneficial owner of shares held in “street name,” how do I vote?
Voting by Internet. You can vote over the Internet by following the instructions provided in the voting instruction form provided to you by your broker, bank or other nominee.
Voting by Mail. You can vote by mail by completing, dating, signing and returning the voting instruction form in the postage-paid envelope (to which no postage need be affixed if mailed in the United States) accompanying the voting instruction form that you received.
Voting in Person. If you plan to attend the Annual Meeting and vote in person, you must obtain a “legal proxy” giving you the right to vote the shares at the Annual Meeting from the broker, bank or other nominee that holds your shares. Even if you plan to attend the Annual Meeting, we recommend that you also vote by Internet or mail as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.
What if I submit a proxy but I do not give specific voting instructions?
Stockholder of Record: If you are a stockholder of record of shares of our common stock, and if you indicate when voting through the Internet that you wish to vote as recommended by our Board of Directors, or if you sign and return a proxy without giving specific voting instructions, then the proxy holders designated by our Board of Directors, Thomas Lesinski and Maria Woods, who are officers of the Company, will vote your shares FOR the nine director nominees; FOR advisory approval of the Company’s executive compensation; for ONE YEAR frequency for future advisory votes on executive compensation; FOR the approval of the increase in shares available under the 2020 Omnibus Incentive Plan; and FOR the ratification of the selection of Deloitte & Touche LLP as our independent auditors for our 2023 fiscal year, all as recommended by our Board of Directors and as presented in this proxy statement.
Beneficial Owner: If you are a beneficial owner of shares of our common stock held in “street name” and do not present the broker, bank or other nominee that holds your shares with specific voting instructions, then the nominee may generally vote your shares on “routine” proposals but cannot vote on your behalf for “non-routine” proposals under the rules of various securities exchanges. If you do not provide specific voting instructions to the nominee that holds your shares with respect to a non-routine proposal, the nominee will not have the authority to vote your shares on that proposal. When a broker indicates on a proxy that it does not have authority to vote shares on a particular proposal, the missing votes are referred to as “broker non-votes.”
Which ballot measures are considered “routine” or “non-routine”?
We believe that the ratification of the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 28, 2023. (Proposal No. 5) is a matter considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal No. 5. The election of directors (Proposal No. 1), the advisory approval of the Company’s executive compensation (Proposal No. 2), the advisory vote on the frequency of future executive compensation advisory votes (Proposal No. 3) and the approval of an increase in the number of shares available under the 2020 Omnibus Incentive Plan (Proposal No. 4) are matters considered non-routine under applicable rules. A bank, broker or other nominee cannot vote without instructions on non-routine matters and may not vote without instructions on routine matters.
What is the quorum requirement for the Annual Meeting?
A quorum is required for our stockholders to conduct business at the Annual Meeting. A majority of the outstanding shares of our common stock entitled to vote on the record date must be present in person or represented by proxy at the Annual Meeting in order to hold the meeting and conduct business. We will count your shares for purposes of determining whether there is a quorum if you are present in person at the Annual Meeting, if you have voted through the Internet, if you have voted by properly submitting a proxy card, or if the nominee holding your shares submits a proxy card. We will also count broker non-votes for the purpose of determining if there is a quorum.
What is the voting requirement to approve each of the proposals?
For Proposal No. 1, each director will be elected by a plurality of the votes cast. This means that the nine director nominees who receive the greatest number of votes cast by the holders of our common stock entitled to vote at the Annual Meeting will be elected as directors. You are not entitled to cumulate votes in the election of directors and may not vote for a greater number of persons than the number of nominees named.
Approval of Proposal No. 2, on an advisory basis, requires the affirmative vote of the holders of a majority of the shares of our common stock entitled to vote that are present in person or represented by proxy at the Annual Meeting.
Approval of Proposal No. 3, on an advisory basis, the frequency-one year, two years or three years- that receives the greatest number of votes will be considered to have been approved by the stockholders.
Approval of Proposal No. 4 requires the affirmative vote of the holders of a majority of the shares of our common stock entitled to vote that are present in person or represented by proxy at the Annual Meeting.
Approval of Proposal No. 5 requires the affirmative vote of the holders of a majority of the shares of our common stock entitled to vote that are present in person or represented by proxy at the Annual Meeting.
The effectiveness of any of the proposals is not conditioned upon the approval by our stockholders of any other proposal by our stockholders.
How are abstentions treated?
Abstentions will be counted as present for the purposes of determining whether a quorum is present at the Annual Meeting. A vote withheld for a nominee in the election of directors (Proposal No. 1) will have no effect on the election of the director nominee, although if a director who is not designated pursuant to contractual rights is elected by a plurality of votes cast but fails to receive a majority of votes cast, the director must tender his or her resignation to the Board for its consideration. For purposes of determining whether any of the other proposals have received the requisite vote, if a stockholder abstains from voting, it will have the same effect as a vote against such proposal.
Can I change my vote or revoke my proxy after I have voted?
Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivering to us (Attention: Secretary) a written notice of revocation. You can also change your vote by voting through one of the methods described above or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not in itself constitute a revocation of a proxy.
Who is paying for the cost of this proxy solicitation?
We will pay the cost of soliciting proxies for the Annual Meeting. We have retained Georgeson as our proxy solicitor and we will pay Georgeson approximately $10,000, plus expenses. Proxies may be solicited by our regular employees, without additional compensation, in person or by mail, courier, telephone or facsimile. We may also make arrangements with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of stock held of record by such persons. We may reimburse such brokerage houses, custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection therewith.
What are the voting recommendations of our Board of Directors?
Our Board of Directors recommends a vote FOR each of Proposal Nos. 1, 2, 4 and 5 and every ONE YEAR for Proposal 3. Specifically, our Board of Directors recommends a vote:
FOR the election of each of Lauren Zalaznick, Bernadette Aulestia, Nicholas Bell, David E. Glazek, Juliana F. Hill, Thomas F. Lesinski, Tiago Lourenço, Jean-Philippe Maheu, and Joe Marchese to our Board of Directors;
FOR the advisory approval of the Company’s executive compensation;
Every ONE YEAR for the frequency for future advisory votes on executive compensation;
FOR the approval of an increase in the number of shares available under the 2020 Omnibus Incentive Plan; and
FOR the ratification of the selection of Deloitte & Touche LLP as our independent accountants for the fiscal year ending December 28, 2023.
Where can I find the Company’s Annual Report?
Our 2022 Annual Report on Form 10-K, including the audited consolidated financial statements as of and for the year ended December 29, 2022, is available to all stockholders entitled to vote at the Annual Meeting together with this proxy statement, in satisfaction of the requirements of the Securities and Exchange Commission (the “SEC”). Additional copies of the Annual Report are available at no charge upon request. To obtain additional copies of the Annual Report, please contact us at 6300 South Syracuse Way, Suite 300, Centennial, Colorado 80111, Attention: Investor Relations, or at telephone number (303) 792-3600 or (800) 844-0935. You may also view the Annual Report at http://www.ncm.com at the Investor Relations link.
What is “householding” and how does it affect me?
As permitted by applicable law, we intend to deliver only one copy of certain of our documents, including proxy statements, annual reports and information statements to stockholders residing at the same address, unless such stockholders have notified us of their desire to receive multiple copies thereof. Any such request should be directed to National CineMedia, Inc., 6300 South Syracuse Way, Suite 300, Centennial, Colorado 80111, Attention: Investor Relations, or by telephone at (303) 792-3600 or (800) 844-0935.
Upon request, we will promptly deliver a separate copy. Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request householding of their communications should contact their broker.
Whom should I call if I have questions about the Annual Meeting?
You should call Georgeson, our proxy solicitor, at (866) 203-9357.
3



PROPOSAL NO. 1:
ELECTION OF DIRECTORS
Our Board of Directors has nominated the following nine directors for election at the Annual Meeting. Important summary information about the nominees for director is set forth in the table below. Following the table is certain biographical information about each nominee for director, as well as selected information about specific qualifications, attributes, skills and experience that led our Board to conclude that each nominee for director is qualified to serve on our Board.
Board Composition
NomineeAgeDirector SinceIndependentOccupationCurrent Committee Membership*
ACNG
Lauren Zalaznick602023**YesIndependent Advisor and Senior Advisor to The Boston Consulting Group in the Global TMT PracticeChair
Bernadette Aulestia502023YesMember of the Board of Directors of Denny’s Corporation, Nexstar Media Group and Latino Corporate Directors AssociationChair
Nicholas Bell392023YesCEO of Fanatics Livel
David E. Glazek452019YesExecutive Chairman of Turning Point Brands, Inc.ll
Juliana F. Hill542020YesFormer Senior Vice President of Liquidity and Asset Management of iHeartMedia, Inc.Chair
Thomas F. Lesinski632014NoCEO of NCM, Inc.
Tiago Lourenço342023YesPartner at Blantyre Capitalll
Jean-Philippe Maheu602023YesAdvisor and Member of the Board of Directors for various growth stage companiesl
Joe Marchese422023YesGeneral Partner Human Ventures and Casa Komos Brands Groupl
* A = Audit Committee, C = Compensation Committee, NG = Nominating and Governance Committee
** Chair of the Board since August 7, 2023
Our Board values having directors that reflect diverse perspectives, including those based on background and professional expertise that are relevant to the Company’s advertising businesses, as well as gender and ethnicity diversity. In considering whether to recommend any candidate for inclusion in the slate of director nominees, our Nominating and Governance Committee complies with the Company’s Corporate Governance Guidelines and Corporate Code of Business Conduct and Ethics, which requires consideration of various factors in compliance with applicable law and stock exchange requirements and taking into account proxy advisory firm guidelines. In addition, the Committee seeks nominees that will complement the existing members and provide diversity of background, professional expertise, gender and ethnicity. Our Board believes it currently has a broad range of experience and backgrounds and will continue to revisit the makeup of the Board in the future.
The United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) entered an order confirming National CineMedia, LLC’s (“NCM LLC”) Modified First Amended Plan of Reorganization of National CineMedia, LLC Pursuant to Chapter 11 of the Bankruptcy Code (as amended, the “Plan”). On August 7, 2023, all the conditions to effectiveness of the Plan were satisfied or waived, the Restructuring Transactions were substantially consummated and NCM LLC emerged from bankruptcy. In connection with the effectiveness of the Plan, the Company agreed to appoint Tom Lesinski, as CEO, David Glazek and Juliana Hill, as nominated by the Company’s Nominating and Governance Committee, and Tiago Lourenço, Lauren Zalaznick, Bernadette Aulestia, Nicholas Bell, Jean-Philippe Maheu and Joe Marchese, as nominated by certain of NCM LLC’s secured creditors, each as provided by the Plan.
Additionally, on August 7, 2023, the Company entered into a Director Designation Agreement (the “Creditor Designation Agreement”) among the Company, the Consenting Creditor Designation Committee (as defined in the Creditor
Designation Agreement) (the “Designation Committee”) and Blantyre Capital Limited (“Blantyre”) in accordance with the Plan. The Designation Agreement provides for the designation of up to six directors, three of whom must be independent, by the Designation Committee and Blantyre going forward.
Designation Committee Rights. During the Committee Designation Period (defined below), the Designation Committee shall have the right to designate a specified number of directors based on the percentage of the issued and outstanding equity interests of the Company and NCM LLC membership units on an as converted to Common Stock basis (“NCMI Interests”) that are owned by the Consenting Creditors (as defined in the Creditor Designation Agreement). The number of directors that may be designated is based on the following: (i) up to six directors, three of whom must be independent, as long as the Consenting Creditors hold at least 56% of the NCMI Interests as of any applicable Attestation Date, as defined in the Creditor Designation Agreement; (ii) up to five directors, two of whom must be independent, as long as the Consenting Creditors hold less than 56% but at least 50% of the NCMI Interests as of any applicable Attestation Date; (iii) up to four directors, two of whom must be independent, as long as the Consenting Creditors hold less than 50% but at least 34% of the NCMI Interests as of any applicable Attestation Date; (iv) up to three directors, one of whom must be independent, as long as the Consenting Creditors hold less than 34% but at least 23% of the NCMI Interests as of any applicable Attestation Date; (v) up to two directors, one of whom must be independent, as long as the Consenting Creditors hold less than 23% but at least 12% of the NCMI Interests as of any applicable Attestation Date; and (vi) one director as long as the Consenting Creditors hold less than 12% but at least 5% of the NCMI Interests as of any applicable Attestation Date. In each case, the number of directors that may be designated by the Designation Committee shall be reduced by the number of directors appointed by Blantyre, whose rights are described below.
The “Committee Designation Period” will end on the earliest to occur of (i) the day following the Company’s 2025 annual general meeting of its stockholders and (ii) the Attestation Date, if any, on which the Consenting Creditors collectively cease to hold, or manage funds or accounts that hold, at least 5% of the NCMI Interests. Each year prior to the Company’s stockholder meeting, the Company will reach out to the Consenting Creditors to determine their individual and collective ownership of the NCMI Interests for purposes of determining the number of directors to be designated by the Designation Committee.
In the event that a member of the Designation Committee ceases to own at least 50% of the NCMI Interests it held as of August 7, 2023, then the member will be replaced by another Consenting Creditor as determined by the Company subject to the conditions in the Creditor Designation Agreement.
Blantyre Rights. During the Blantyre Designation Period (defined below), Blantyre shall have the right to designate (i) two directors, one of whom must be independent, as long as Blantyre holds at least 15% of the NCMI Interests and (ii) one director as long as Blantyre holds less than 15% but at least 10% of the NCMI Interests.
The “Blantyre Designation Period” will end on the earlier of (i) the day following the Company’s 2026 annual general meeting of its stockholders and (ii) the date, if any, on which Blantyre ceases to hold, or manage funds or accounts that hold, at least 10% of the NCMI Interests.
Our Certificate of Incorporation provides that all directors are included within one class and that the number of total directors will not be more than eleven. The number of currently authorized director positions is nine pursuant to our Bylaws. Each member serves a one-year term until the next Annual Meeting and until his or her successor is duly elected and qualified.
Business Experience of Nominees
We are soliciting proxies in favor of the election of each nominee identified below. All nominees have consented to serve as directors, if elected. If any nominee is unable or unwilling to serve as a director at the time of the Annual Meeting, the persons who are designated as proxies intend to vote, in their discretion, for such other persons, if any, as may be designated by our Board of Directors. The proxies may not vote for a greater number of persons than the number of nominees named. As of the date of this proxy statement, our Board of Directors has no reason to believe that any of the persons named below will be unable or unwilling to serve as a nominee or as a director.
The names of the nominees and other information about them, including their directorships at public companies held at any time during the past five years, if applicable, and their involvement in certain legal proceedings during the past ten years, if applicable, are set forth below. In addition, we have included information about each nominee’s experience, qualifications, attributes or skills that led our Board of Directors to conclude that the nominee should serve as a director of the Company, in light of our business and corporate structure.
Lauren Zalaznick
Non-Employee Chair
Independent Director

Director Since: 2023
Age: 60

Committees:
Compensation - Chair

Ms. Zalaznick is currently a principal at Yorick, LLC through which she serves as an investor and advisor to global companies at every stage of maturity focused on content, marketing, sales and direct-to-consumer strategies (since 2014) and she has served as a Senior Advisor to The Boston Consulting Group in the Global TMT Practice since August 2015. From 2004 to 2014, Ms. Zalaznick held progressive positions of leadership within NBCUniversal. Currently, Ms. Zalaznick serves as a director of The RTL Group, a Bertelsmann Company (since 2018) (OTCMKTS: RGLXY) and GoPro Corporation (since 2017) (NASDAQ: GPRO). She previously served as a director of The Nielsen Corporation (from 2016 until its acquisition in October 2022) (NYSE: NLSN).
Qualifications:
Ms. Zalaznick’s three decades of business leadership experience in the media and consulting industries gives her the ability to offer guidance to the Company and its operations. Ms. Zalaznick brings significant Board experience which qualifies her to serve as chair of our Board of Directors.
Bernadette Aulestia
Independent Director

Director Since: 2023
Age: 50

Committees:
Nominating and Governance - Chair
Ms. Aulestia is currently a director at Nexstar Media (NASDAQ: NXST) and Denny’s (NASDAQ: DENN) and several other private companies. Ms. Aulestia served as Chief Revenue and Growth Officer and advisor of Callisto Media from March until October of 2022. Prior to Callisto Media, Ms. Aulestia was President, Global Distribution (2018- June 2019) and Executive Vice President, Global Distribution (2015-2018), Executive Vice President, Domestic Network & Digital Distribution (2013-2015), and Senior Vice President, Domestic Network & Digital Distribution at HBO, Inc. Prior to HBO, Ms. Aulestia held positions at Univision Communications, Inc., Turner Broadcasting Systems, Inc., and Kidder Peabody, Inc.
Qualifications:
Ms. Aulestia’s extensive background in the media industry allows her to provide sales and marketing advice to our management and Board. Ms. Aulestia brings substantial business and Board experience to provide strategies and solutions to resolve the issues addressed by our Board.
Nicholas Bell
Independent Director

Director Since: 2023
Age: 39

Committees:
Compensation
Mr. Bell has been the Chief Executive Officer of Fanatics Live since January 2023. Prior to Fanatics Live, Mr. Bell was the Senior Director & Head of Product, Google Images, at Google from June 2020- December 2022, a Co-Founder & managing Partner at Attention Capital from February 2019- May 2020, the Vice Global Head of Content & Partnership at Snap from April 2014 to January 2019, and Senior Vice-President, Digital Products, News Corporation from 2013 to 2014.
Qualifications:
Mr. Bell’s current role of Chief Executive Officer of Fanatics Live qualifies him to offer media sales and investment advice to our management and Board. Mr. Bell’s significant business experience allows him to contribute business and content strategies as a member of our Board of Directors.
David E. Glazek
Independent Director

Director Since: 2019
Age: 45

Committees:
Audit
Nominating and Governance
Mr. Glazek has over 15 years of experience investing in distressed, special situations and private credit strategies, including as a Partner and Portfolio Manager of Standard General, LP. from 2008-June 2023. He also serves as Executive Chairman of Turning Point Brands, Inc., a Director of Workers Benefit Consortium, Inc. from January 2018 through October 2022, and an Adjunct Professor at Columbia Business School since January 2021. He previously worked at Lazard Freres & Co, where he focused on mergers and acquisitions and corporate debt restructuring. He has also worked at the Blackstone Group. Throughout his career he has served on numerous public and private company boards of directors. Mr. Glazek holds a Bachelor of Arts from the University of Michigan and a J.D. from Columbia Law School.
Qualifications:
Mr. Glazek’s extensive experience overseeing the operations of public and private companies, as well as his deep capital markets, legal, governance, transactional, and restructuring expertise qualifies him to serve on our Board of Directors.
Juliana F. Hill
Independent Director

Director Since: 2020
Age: 54

Committees:
Audit - Chair

Ms. Hill is the owner of JFH Consulting, which she founded in 2013 to provide financial and strategic advisory services. From 2013 to April 2019, Ms. Hill worked at iHeartMedia, Inc., formerly Clear Channel Communications, Inc., as the Senior Vice President of Liquidity and Asset Management, and also led a steering committee for the separation of iHeartMedia's subsidiary, Clear Channel Outdoor Holdings. Prior to this, from 2000 to 2010, she worked as iHeartMedia’s Senior Vice President of Finance. Ms. Hill also serves on the board of PLBY Group, Inc.
Previously, Ms. Hill was an associate in US West Communications, Inc.’s executive development program and an audit manager at Ernst & Young LLP.
Qualifications:
Ms. Hill's experience as a financial executive in a media company qualifies her to serve on our Board of Directors and as chair of our Audit Committee and to provide guidance to our accounting function and financial advice to our Board.
Thomas F. Lesinski
Chief Executive Officer and Director

Director Since: 2014
Age: 63

Committees:
None
Mr. Lesinski was appointed the Chief Executive Officer of NCM effective August 2, 2019. Previously, he served as the Chief Executive Officer of Sonar Entertainment, an independent entertainment studio from January 2016 to August 2019 and a member of its Board until February 2020. Mr. Lesinski served as the founder and CEO of Energi Entertainment, a multi-media content production company, from August 2014 until December 2015. From 2013 to 2014, Mr. Lesinski was President of Digital Content and Distribution at Legendary Entertainment, a leading media company dedicated to owning, producing and delivering content to mainstream audiences with a targeted focus on the fandom demographic. Prior to that role, from 2006 to 2013, Mr. Lesinski served as President, Digital Entertainment at Paramount Pictures, a global producer and distributor of filmed entertainment. Mr. Lesinski also served as President of Worldwide Home Entertainment at Paramount Pictures for three years, prior to which, he spent ten years in various leadership positions at Warner Bros. Entertainment and was a Managing Director for an advertising agency.
Mr. Lesinski served as Non-Employee Chairman from August 1, 2018 to August 1, 2019.
Qualifications:
Mr. Lesinski’s experience in home entertainment and digital media gives him the experience to critically review the various business considerations necessary to run a business such as ours and offers a valuable perspective as the media marketplace becomes more competitive, particularly with the growth of online and mobile advertising platforms. Mr. Lesinski's previous experience as a Chief Executive Officer and current role as the Company's Chief Executive Officer provides valuable perspective as a director.
Tiago Lourenço
Independent Director

Director Since: 2023
Age: 34

Committees:
Compensation
Nominating and Governance
Mr. Lourenço is a Partner at Blantyre Capital, having joined the firm in October 2020. Prior to this, he was a Vice President at Oaktree Capital Management from March 2014 until September 2020 in the distressed opportunities group. Prior to Oaktree, Mr. Lourenço worked at Goldman Sachs and Bain & Company. He holds a B.Sc. in Economics and a M.Sc. in Finance from Nova School of Business and Economics.
Qualifications:
Mr. Lourenço’s valuable experience in the investment and capital management industries gives him the ability to provide financial and investment advice to the Company's management and Board.
Jean-Philippe Maheu
Independent Director

Director Since: 2023
Age: 60

Committees:
Audit



Mr. Maheu is the Interim Chief Revenue Officer of Vidmob since August 2023 and the Managing Partner of ForwardDV LLC, an advisory firm. He served in various leadership roles at Twitter from 2013 to October 2022, most recently as Global Vice President, Client Solutions & Advertising Sales (2021-2022). He was also Vice President, US Client Solutions (2015-2021) and Managing Director, Global Brand & Agency Strategy (2013-2015). Prior to Twitter, Mr. Maheu was the CEO of Bluefin Labs, the CEO of Razorfish, Global CEO of Publicis Modem, and Chief Digital Officer, North America of Ogilvy & Mather.
Qualifications:
Mr. Maheu’s experience at media and technology companies gives him the experience to offer valuable insight on our digital advertising platforms and strategies on how to continuously expand that aspect of our Company. Mr. Maheu’s valuable experience in the media and advertising business qualifies him to serve on our Board of Directors.
Joe Marchese
Independent Director

Director Since: 2023
Age:42

Committees:
Compensation

Mr. Marchese has been the Co-Founder and General Partner of Human Ventures, since 2015, Co-Founder and General Partner of Casa Komos Brands Group, since July 2018, and Co-Founder and Chairman of Groundswell.io, since June 2021. Previously, Mr. Marchese served as President of Advertising Revenue for Fox Networks Group from February 2015 to March 2019. Prior to Fox Networks, Mr. Marchese held other various roles as a media executive, management consultant and multiple time entrepreneur. Mr. Marchese is a widely recognized leader in the media and technology industries and was inducted into the Advertising Hall of Achievement in 2016. Mr. Marchese has been a member of the board of directors of Clear Channel Outdoor Group (NYSE: CCO) since 2019, and serves on the board of other privately held media and non-profit companies.
Qualifications:
  
Mr. Marchese has extensive experience in the media and advertising industries and will bring important insights to our Board regarding our industry.
Vote Required
Directors will be elected by a plurality of the votes of the holders of shares present in person or by proxy at the Annual Meeting.
Director Resignation Policy
It is the Company's desire that any director elected to the Board of Directors in an uncontested election shall receive a majority vote of stockholders. As such, in the event of an uncontested election where a nominee not designated pursuant to a contractual right is elected by a plurality but not a majority of votes cast, the director will tender his or her resignation to the Chairman of the Board. The Nominating and Governance Committee will recommend to the Board the action to be taken with respect to the resignation. The Board will decide to accept or reject such resignation, taking into account the Nominating and Governance Committee’s recommendation, and publicly disclose its decision within 90 days from the date of certification of the election results. The Nominating and Governance Committee and the Board may consider such factors or other information they deem appropriate and relevant in deciding whether to accept or reject a resignation tendered in accordance with this policy. A director whose resignation is under consideration will abstain from participating in any decision regarding the resignation. If the nominee is designated pursuant to a contractual right, the Company will consult with the designating entity about the possibility of a different candidate at the following year's annual meeting.
Recommendation
Our Board of Directors recommends that stockholders vote FOR each of the nominees for director. If not otherwise specified, proxies will be voted FOR each of the nominees for director.
Independence of Our Board of Directors
Our Board of Directors has determined that Lauren Zalaznick, Bernadette Aulestia, Nicholas Bell, David E. Glazek, Juliana F. Hill, Tiago Lourenço, Jean-Philippe Maheu, and Joe Marchese, all current directors of the Company, qualify as “independent” directors under the rules promulgated by the SEC under the Exchange Act, and by Nasdaq. There are no family relationships among any of our executive officers, directors or nominees for director.
Company Leadership Structure
Our Board previously determined to split the roles of Chair of the Board of Directors and Chief Executive Officer. Our Chief Executive Officer is responsible for setting the strategic direction for the Company and the day to day leadership and performance of the Company, while our Chair sets the agenda for Board meetings and presides over meetings of the full Board in its oversight role. We believe this leadership structure will best serve the objectives of our Board’s oversight of management, our Board’s ability to carry out its roles and responsibilities on behalf of our stockholders, and the Company’s overall corporate governance.
Our Board plans to periodically review the leadership structure to determine whether it continues to best serve the Company and our stockholders.
Board’s Role in Risk Oversight
Our Board as a whole has responsibility for risk oversight, including setting the “tone at the top” regarding the importance of risk management. Our Board reviews information on the Company’s credit, liquidity and operations, as well as reports from management on enterprise risk and committee reports. Our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation. Our Audit Committee is responsible for overseeing the management of financial risks, including cybersecurity risks. Our Nominating and Governance Committee is responsible for
overseeing the management of risks associated with board independence and potential conflicts of interests. While each committee is responsible for evaluating and overseeing the management of such risks, the entire Board is regularly informed of each committee’s analysis.
Our named executive officers and other senior executives of NCM LLC provide periodic updates to our Board on the strategic, operational, financial, cybersecurity, compliance and reputational risks facing the Company, which serves to ensure that risk management is a priority within the organization and the Company’s risk oversight is aligned with its strategies.
Compensation Risk Assessment
We do not believe we have compensation practices that are reasonably likely to have a material adverse effect on the Company. Our Compensation Committee reviews the compensation policies and practices for employees, including executive officers. Among other things, our Compensation Committee considers whether the compensation program encourages excessive risk taking by employees at the expense of long-term Company value. Based upon its assessment, our Compensation Committee does not believe that our compensation program encourages excessive or inappropriate risk-taking. Our Compensation Committee believes that the design of our compensation program, which includes a mix of annual and long-term incentives, cash and equity awards and retention incentives, is balanced and does not motivate imprudent risk-taking.
Meetings of Our Board of Directors and Standing Committees
Our Board of Directors held 8 meetings during the fiscal year ended December 29, 2022. During our 2022 fiscal year, no incumbent director attended fewer than 75% of the aggregate total number of meetings of our Board of Directors held during the period in which he or she was a director and of the total number of meetings held by all of the committees of our Board of Directors on which he or she served. The Company does not have a formal policy regarding attendance by members of our Board of Directors at the Company’s Annual Meeting but encourages our directors to attend. Seven of our directors attended our Annual Meeting of Stockholders held on May 4, 2022. The three standing committees of our Board of Directors are our Audit Committee, our Compensation Committee and our Nominating and Governance Committee. Periodically our Board has established a special committee to review significant transactions and other matters.
The following table shows the current membership:
DIRECTOR COMMITTEE MEMBERSHIP
Director  Audit    
    Committee    
      Compensation   
Committee
      Nominating and    
Governance
Committee
Lauren ZalaznickChair
Bernadette AulestiaChair
Nicholas BellX
David E. Glazek  X    X
Juliana F. HillChair
Thomas F. Lesinski      
Tiago LourençoXX
Jean-Philippe MaheuX
Joe MarcheseX
Audit Committee
Key Responsibilities:
Our Audit Committee is primarily concerned with overseeing management’s processes and activities relating to the following:
Committee Membersumaintaining the reliability and integrity of our accounting policies, financial reporting practices and financial statements;
Juliana F. Hill, Chair
David E. Glazekureview all “Related Party Transactions” as such term is defined under Nasdaq rules and the Statement of Policy with Respect to Related Party Transactions;
Jean-Philippe Maheu
uthe performance of our internal audit function and independent auditor; and
uconfirming compliance with laws and regulations, and the requirements of any stock exchange or quotation system on which our securities may be listed.
Number of meetings in 2022:
Our Audit Committee also is responsible for establishing procedures for the receipt of complaints regarding our accounting, internal accounting controls or audit matters, and the confidential, anonymous submission of concerns regarding questionable accounting or auditing matters, and overseeing the Company's compliance with applicable laws and regulations, the Company’s Code of Business Conduct and Ethics and insider trading policy and other general risk assessment and management. Our Audit Committee’s responsibilities are set forth in its charter, the current version of which was most recently reviewed by the Committee and approved by our Board in January 2023 in conjunction with the charter's annual review. The current version of the charter is available on our website at www.ncm.com at the Investor Relations link.
19
Independence and Financial Literacy
Each of the committee members was determined to be “independent” as required by the rules promulgated by the SEC under the Exchange Act and by Nasdaq. Each of them also meets the financial literacy requirements of Nasdaq. Our Board of Directors has determined that Ms. Hill qualifies as an “audit committee financial expert” as defined in the federal securities laws and regulations.

Compensation Committee
Key Responsibilities:
Our Compensation Committee’s purposes, as set forth in its charter, include:
Committee Membersuto assist our Board in discharging its responsibilities relating to compensation of our CEO and other executives;
Lauren Zalaznick, Chair
Nicholas Belluto administer our equity incentive plans (other than equity compensation for non-employee directors which is administered by our Board); and
Tiago Lourenço
Joe Marcheseuto have overall responsibility for approving and evaluating all of our compensation plans, policies and programs that affect our executive officers.
Number of meetings in 2022:
Our Compensation Committee’s responsibilities are set forth in its charter, which is reviewed at least annually. The current Compensation Committee charter was most recently reviewed by the Committee and approved by our Board in January 2023. The current version of the charter is available on our website at www.ncm.com at the Investor Relations link.
9
Independence
Each member was determined to be “independent” as defined in the rules promulgated by the SEC under the Exchange Act and by Nasdaq, and each also qualifies as a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act.
Use of Consultants
Our Compensation Committee engaged FW Cook, a nationally recognized consulting firm, to assess the competitiveness of 2022 compensation for the executive officers and provide independent advice and recommendations to our Compensation Committee regarding executive compensation. The Compensation Committee also engaged ClearBridge Compensation Group, LLC (“Clearbridge”), another nationally recognized consulting firm, to assess the competitiveness of 2023 compensation for the executive officers and review of the 2023 proxy statement. Prior to retaining each of FW Cook and ClearBridge, our Compensation Committee reviewed its independence as contemplated by the committee’s charter and applicable Nasdaq rules, and determined that there were no conflicts of interest and that each of FW Cook and ClearBridge is independent from the Company, our Compensation Committee and our executive officers.

Nominating and Governance Committee
Key Responsibilities:
Our Nominating and Governance Committee’s purposes, as set forth in its charter, include:
Committee Membersuto identify individuals qualified to become Board members, and to recommend director nominees to our Board;
Bernadette Aulestia, Chair
David E Glazekuto oversee the evaluation of our Board and its committees, including the use of an external evaluator at least once every three years;
Tiago Lourenço
uto review and recommend to the Board the compensation structure and stock ownership standards for non-employee directors; and
uto review from time to time the Corporate Governance Guidelines applicable to us and to recommend to our Board such changes as it may deem appropriate.
Number of meetings in 2022:
Our Nominating and Governance Committee’s responsibilities are set forth in its charter, which was most recently reviewed by the Committee and approved by our Board in January 2023. The current version of the charter as well as our Corporate Governance Guidelines are available on our website at www.ncm.com at the Investor Relations link.
5
Independence
Each of the members of our Nominating and Governance Committee was determined to be independent in accordance with Nasdaq rules and relevant federal securities laws and regulations.
Nomination of Candidates and Other Responsibilities
Our Nominating and Governance Committee identifies individuals qualified to become Board members, other than the director candidates designated pursuant to the Creditor Designation Agreement and the Designation Committee, and recommends director nominees to our Board for each annual meeting of stockholders or in connection with filling a vacancy on our Board between annual meetings. It also reviews the qualifications and independence of the members of our Board of Directors and its various committees on a regular basis and makes any recommendations the committee members may deem appropriate from time to time concerning any changes in the overall composition of our Board of Directors and its committees. Our Nominating and Governance Committee recommends to our Board of Directors the terms of our Corporate Governance Guidelines. Our Nominating and Governance Committee reviews such guidelines and the provisions of our Nominating and Governance Committee charter on a regular basis to confirm that such guidelines and charter remain consistent with sound corporate governance practices and with any legal, regulatory or Nasdaq requirements. Our Nominating and Governance Committee also monitors our Board of Directors and our compliance with any commitments made to regulators or otherwise regarding changes in corporate governance practices and leads our Board of Directors in its annual review of our Board of Directors and its committees.
Nomination of Directors. All the nominees are current directors. Each of the nominees who were not nominees at our 2022 Annual Meeting of Stockholders were designated as part of NCM LLC’s emergence from bankruptcy in August 2023.
As the need to fill vacancies arises in the future, our Nominating and Governance Committee will seek individuals qualified to become Board members for recommendation to our Board. Our Nominating and Governance Committee would consider potential director candidates recommended by stockholders and use the same criteria for screening all candidates, regardless of who proposed such candidates.
Our Nominating and Governance Committee and Board of Directors consider whether candidates for nomination to our Board of Directors possess the following qualifications, among others:
 
(a) the highest level of personal and professional ethics, integrity, and values;
(b) expertise that is useful to us and is complementary to the background and expertise of the other members of our Board of Directors;
(c) a willingness and ability to devote the time necessary to carry out the duties and responsibilities of membership on our Board of Directors;
(d) a desire to ensure that our operations and financial reporting are conducted in a transparent manner and in compliance with applicable laws, rules, and regulations; and
(e) a dedication to the representation of the best interests of all our stockholders.
Diversity of Directors. In considering whether to recommend any candidate for inclusion in the slate of director nominees, our Nominating and Governance Committee complies with the Company’s Corporate Governance Guidelines and Corporate Code of Business Conduct and Ethics. In addition to considering the qualifications listed above, the Committee seeks nominees who will complement the existing members and provide diversity of background, professional expertise, gender and ethnicity and that will be in compliance with applicable law and stock exchange requirements and taking into account proxy advisory firm guidelines. Our Nominating and Governance Committee periodically reviews and assesses its evaluation process for considering nominee directors.
Board Diversity Matrix
The following matrix summarizes self-identified diversity characteristics and is provided in accordance with applicable Nasdaq listing Requirements:

BOARD DIVERSITY MATRIX AS OF SEPTEMBER 8, 2023
Total Number of Directors9
FemaleMaleNon-BinaryDid Not Disclose Gender
Part I: Gender Identity
Directors36
Part II: Demographic Background
African American or Black
Alaskan Native or Native American
Asian
Hispanic or Latinx1
Native Hawaiian or Pacific Islander
White26
Two or More Races or Ethnicities
LGBTQ+
Did Not Disclose Demographic Background


STOCKHOLDER COMMUNICATIONS
Our Board of Directors provides a process for stockholders to send communications to our Board. Information on communicating directly with our Board of Directors is available on our website at the Investor Relations link, under the Corporate Governance section or http://investor.ncm.com/corporate-governance/contact-the-board.

4



COMPENSATION DISCUSSION AND ANALYSIS
Introduction
This Compensation Discussion and Analysis (“CD&A”) explains the executive compensation program for the following individuals, who are referred to as the “Named Executive Officers” or “NEOs”.
 
Thomas F. Lesinski – Chief Executive Officer
Ronnie Y. Ng - Chief Financial Officer
Scott D. Felenstein – President - Sales Marketing & Partnerships
Executive Summary
We are the managing member of National CineMedia, LLC (“NCM LLC”) and own 100% of NCM LLC as of September 8, 2023. NCM is America’s Movie Network. As the largest cinema advertising network in the U.S., we unite brands with young diverse audiences through the power of movies and engage movie fans anytime and anywhere. NCM’s cinema advertising network offers broad reach and unparalleled audience engagement with over 20,000 screens in over 1,500 theaters as of December 29, 2022.
2022 Key Business Highlights
As the Company began to recover from the COVID-19 pandemic disruption, the Company’s total revenue for the year ended December 29, 2022 increased 117.5% to $249.2 million from $114.6 million for the comparable prior year period. Operating income increased from operating loss of $68.6 million in 2021 to operating income of $6.9 million in 2022. Net loss decreased from $48.7 million in 2021 to $28.7 million in 2022.
Despite the unprecedented challenges created by the COVID-19 pandemic, management successfully undertook major initiatives to drive the business forward:
Aggressively maintained liquidity through various cost-savings measures including curtailing certain non-essential operating expenditures, strategically working with our vendors and other business partners to manage, defer, and/or abate certain costs, decreasing our quarterly dividend beginning in the second quarter of 2020 and suspending our quarterly dividend beginning in the third quarter of 2022.
During 2022, negotiated an amendment to NCM LLC's Credit Agreement and a new revolver agreement, raising additional financing of $50.0 million and also obtaining a waiver of any non-compliance with the financial covenant for minimum leverage ratios through the fourth quarter of 2022 and a temporary increase of the minimum leverage ratios from the first quarter of 2023 through the third quarter of 2023, providing the Company with an extended period for its operations and cash flows to recover from the disruption caused by the COVID-19 pandemic.
Launched several specialty networks to cater to specific audiences, including the Elevate Cinema Network, a strategic sales partnership with Spotlight Cinema Networks which combines nearly 1,500 of the Company’s premier screens with Spotlight’s existing premier network of over 1,200 screens. This combined network provides reach and recall to brands targeting the upscale, educated, adult demographic with disposable income.
Entered into an exhibitor agreement with VIP Cinemas, a family-owned and operated circuit of seventeen theaters across eight states and renewed agreements with 10 affiliates while negotiating more favorable terms for the Company.
Entered into commitments as part of the calendar year 2023 upfront of approximately 82% of the Company's historical average, with multiple deals still in discussion and with certain deals at higher pricing than 2019 levels.
Sold the platinum spot throughout 2022. The platinum spot is a single advertising unit that is either 30 or 60 seconds of the Noovie pre-show deeply embedded within the movie trailers at trailer level lighting and at similar volume levels, directly prior to the last one or two trailers preceding the feature film and sold at a premium CPM.
In 2022, we launched NCMx™, our new data, insights, and analytics platform that taps the Company’s comprehensive knowledge and extensive data about moviegoer behavior to connect brands with custom audiences in theaters as well as on digital screens before and after attending movies. NCM clients are able to leverage NCMx to execute advanced audience-matching against key geographic, behavioral and contextual targets on the big screen, as well as use the NCMx capabilities to retarget moviegoers with digital ads and mobile offers. NCM provides marketers access to one of the largest collections of deterministic moviegoer data in the industry. NCMx delivers marketers a 360-degree view of recent consumer behavior with performance metrics to refine campaign plans and generate a better
return on their advertising investment. NCM is leading the cinema advertising industry as it transforms into a data-first media company that reaches audiences at scale with the most engaging content.
Elements of 2022 Compensation Program. Our Compensation Committee believes that the Company’s compensation policies and procedures are aligned with the short-term and long-term interests of our stockholders and are designed to attract, motivate, reward and retain superior talent who are critical to our long-term growth and profitability. The 2022 Compensation Program consisted of the following pay elements:
Base
Salary
+ Annual Cash
Incentive
+ Performance -Based
Restricted Stock Units (“PBRSU”)
+ Time-Based
Restricted Stock Units (“TBRSU”)
= Total Direct Compensation
The designs for the Annual Cash Incentive Plan and Long-Term Incentive Plan were generally maintained from the 2021 Compensation Program, based on our Compensation Committee’s assessment that the compensation program continued to align with the Company’s business and compensation objectives. The 2022 Compensation Program for the CEO, Thomas F. Lesinski, also included stock options (both fair market value and premium-priced), as described further within “Long-Term Incentives” below.
Pay Mix. We believe the mix of annual and long-term incentives, the mix of cash and equity awards and the mix of fixed and variable compensation are balanced, emphasize Company performance and do not motivate imprudent risk-taking. The following charts present the elements of compensation as a percentage of total target direct compensation for fiscal year 2022, computed using the annual base salary, target annual cash incentive (assuming 100% achievement) and grant date fair value of PBRSUs, TBRSUs and stock options, as applicable. The first chart presents the compensation elements for our CEO, Thomas F. Lesinski. The NEOs included in the second chart are Messrs. Ng and Felenstein.

Fiscal Year 2022 Target Compensation Mix
Chief Executive Officer (a)
chart-a1a1f2d1898d4439abe.jpg
(a) Approximately 69% of Mr. Lesinski's target compensation is variable, which represents the annual cash incentive, PBRSUs, TBRSUs and stock options.

Average of Other NEOs (b)
chart-cae91cb91d2e4af4a5a.jpg

(b) Approximately 60% of their target compensation is variable, which represents the annual cash incentive, PBRSUs and TBRSUs.
Pay-for-Performance Alignment. Our Compensation Committee and Board believe that having a large percentage of executive officers’ pay as performance-based compensation ensures that their interests are aligned with those of our stockholders. Consistent with our compensation program design, our compensation program results for the 2022 fiscal year were aligned with the Company’s financial results.
chart-b49db62ccece498691d.jpg         
Total realized pay for the Company's CEO averaged 55.2% of target since 2020. The year-by-year breakdown was 57.4% of target in 2020, 53.3% of target in 2021 and 54.8% of target in 2022.
Executive Compensation Practices. The Compensation Committee reviews on an ongoing basis the Company’s executive compensation program to evaluate whether it supports the Company’s executive compensation philosophies and objectives and is aligned with stockholder interests. Our executive compensation practices include the following, each of which the Compensation Committee believes reinforces our executive compensation objectives:
What We DoWhat We Don't Do
þ
Pay for performance by structuring a significant percentage of target annual compensation in the form of variable, at-risk compensation
ýWe do not provide excise tax gross-ups
þ
Utilize pre-established performance goals that are aligned with creation of stockholder value
ýWe do not pay dividends on any unvested equity awards. Dividend equivalents are only payable on such awards to the extent the awards ultimately vest and are earned.
þ
Conduct a market comparison of executive compensation against a relevant peer group
ý
We do not allow repricing of underwater stock options without stockholder approval
þ
Engage an independent compensation consultant reporting directly to the Compensation Committee and providing no other services to the Company
ýWe do not allow hedging of our securities
þ
Utilize double-trigger vesting for equity awards in the event of a change in control
ýWe do not allow pledging of our securities
þ
Established stock ownership guidelines
þ
Maintain a clawback policy
þ
Mitigate undue risk
þConduct an annual say-on-pay vote
Detailed Discussion & Analysis
Compensation Philosophy
The primary goals of our Compensation Committee with respect to executive compensation are to:
review the competitiveness of executive cash compensation and equity grant levels compared to a select peer group of companies, using this as a reference point for setting compensation;
provide shorter-term cash incentives primarily for achieving specified annual performance objectives;
provide a mix of long-term equity incentives that are performance- and time-based to promote stock price growth, retention and ownership through alignment with our stock price and achievement of long-term financial performance goals; and
establish and monitor appropriate pay and performance relationships.
To achieve these goals, we intend to maintain a compensation structure that provides rewards for high performance and value creation for our stockholders.
Role of Compensation Consultant and CEO in Determining Executive Compensation
In early 2022, our CEO had substantial input in the determination of executive compensation other than his own and made recommendations for the compensation of both of the other NEOs that were ultimately approved by our Compensation Committee and Board in January and February of 2022. Our CEO’s compensation was determined and approved by our Board at the recommendation of the Compensation Committee. Our CEO was not involved in the voting or deliberations by our Compensation Committee or our Board regarding his compensation.
In 2022, our Compensation Committee engaged FW Cook, a nationally recognized consulting firm, to serve as an independent consultant on executive compensation matters. FW Cook assessed the competitiveness of pay for the executive officers and provided independent advice and recommendations to our Compensation Committee regarding executive compensation. Our Compensation Committee determined that FW Cook is independent from the Company. The Compensation Committee also engaged ClearBridge Compensation Group, LLC (“Clearbridge”), another nationally recognized consulting firm, to assess the competitiveness of 2023 compensation for the executive officers and review of the 2023 proxy statement. Prior to retaining FW Cook and ClearBridge, our Compensation Committee reviewed its independence as contemplated by the committee’s charter and applicable Nasdaq rules, and determined that there were no conflicts of interest and that FW Cook and ClearBridge is independent from the Company, our Compensation Committee and our executive officers.
As part of its review, Clearbridge considered base salary, annual cash incentive, total cash compensation (combined salary and annual cash incentive), long-term incentives, and total direct compensation. Clearbridge reviewed and recommended
a peer group for pay comparison for our executive officers comprised of companies that are publicly and domestically traded, of comparable size to NCM, Inc., and in relevant industries. Our Compensation Committee reviewed and approved the peer group.
Our Compensation Committee believes that peer group comparisons are useful to measure the competitiveness of our compensation practices and uses the information provided by the compensation consultant as an input to its decision making. While we generally reference the 50th percentile, on average, target compensation for specific executives may be set above or below this target reference point in consideration of other factors including individual performance, roles and responsibilities and role within our leadership succession process and degree of retention risk. Because factors such as performance and retention, as well as size and complexity of the job role, are considered when compensation decisions are made, the cash and total compensation for an individual NEO may be higher or lower than the target reference point of the relevant benchmark group.
The following companies were selected for our peer group based upon their related industries and comparable size and were used in our competitive analysis for fiscal 2022 decisions.
Audacy (formerly Entercom)OutFront Media Inc.
Entravision Communications CorporationThe E.W. Scripps Company
IMAX Corp.The Marcus Corporation
Lee Enterprises, IncorporatedTownsquare Media, Inc.
Lamar AdvertisingUrban One, Inc. (formerly Radio One)
Madison Square Garden Entertainment Corp. (formerly MSG Networks Inc.)World Wrestling Entertainment, Inc.
As a result of our Compensation Committee’s assessment of the group relative to industry and size criteria, no changes were made to the peer group from prior year.
2022 Compensation
Provided below is a summary of the key elements of our 2022 compensation program for the NEOs.
   
Component  Description  Purpose
Base Salary  Fixed cash component  Reward for level of responsibility, experience and sustained individual performance
Annual Cash Incentive  Cash performance bonus based on achievement of pre-determined performance goals  Reward team achievement against specific objective annual financial goals
Long-Term Incentives  Equity grants in 2022 consisted of:
•Performance-based restricted stock units
•Time-based restricted stock units
•Stock option awards (both fair market and premium-priced) (CEO only)
  Reward for the creation of stockholder value, align the interests of employees and stockholders, and retain executives for the long-term
Other Compensation  Various health, life and disability insurance plans and other customary employee benefits  Provide an appropriate level of employee benefit plans and programs
Potential Payments Upon
Termination or Change in Control
  Contingent in nature. Amounts are payable only if employment is terminated as specified under each employment agreement. Change of control payments require both a change of control and a separation from service. No excise tax gross-ups are provided.  Intended to mitigate distraction of NEOs where there is a potential change in control or other possible termination situations, and to enhance the Company’s ability to attract and retain executives
Other Policies  
Stock Ownership Guideline policy
Clawback policy
Insider trading policy, which includes anti-hedging and anti-pledging policies
  Reflect risk-mitigating governance features and enhance alignment with stockholder interests

Specific compensation decisions made in 2022 are described below.
Base Salary. Base salaries for our executives were established based on the scope of their role and responsibilities, taking into account the experience and seniority of the individual, individual performance, peer salary levels, and other primarily subjective factors deemed relevant by our Compensation Committee.
Base salaries are reviewed annually by our Compensation Committee and our Board and may be adjusted from time to time pursuant to such review and/or in accordance with guidelines contained in the various employment agreements. We believe the 2022 base salaries are within a market competitive range compared to our peer group.
The base salaries of our NEOs in 2022 compared to 2021 as of the end of the fiscal year were as follows.
Name2021 Base Salary2022 Base SalaryPercentage Change
Thomas F. Lesinski$772,500 $925,000 (1)%19.74 %
Ronnie Y. Ng$450,000 $450,000 0.00 %
Scott D. Felenstein$650,000 $669,500 (2)%3.00 %
(1) Reflects Mr. Lesinski’s amended employment agreement, effective August 1, 2022. Prior to the amended employment agreement, his salary was increased from his 2021 base salary to $795,675 at the start of 2022.
(2) Mr. Felenstein’s base salary was increased from the 2021 levels effective at the start of 2022.
Annual Cash Incentive. Annual cash incentives are intended to compensate executives for achieving financial goals that support our annual operational and strategic goals.
The target percentages for our NEOs were established based on the responsibility, experience and seniority of the individual. We believe our annual cash incentives, in combination with base salaries, deliver competitive total cash compensation. The annual cash incentive focuses our executives on driving short-term financial goals that support our long-term strategy, aligning with stockholder interests. Payments of annual cash incentives are objectively calculated for each NEO based on the achievement of specific financial targets. The process for setting the financial targets for 2022 was consistent with previous years as part of the annual budget review and approval. For 2022, the annual cash incentive was based on Adjusted Advertising Revenue targets. This performance measure is a non-GAAP measure and is specifically defined in the “Performance Measures Used in Incentive Plans for Fiscal 2022” section below.
Our annual cash incentive was paid at year-end with final amounts based on actual financial performance. Payments are subject to review and approval by our Compensation Committee.
The annual cash incentive potential which is based on Adjusted Advertising Revenue (as defined in “Performance Measures Used in Incentive Plans for Fiscal 2022” below) was set to be achieved as follows. Straight line interpolation is applied to performance between the levels shown and the actual payouts are described in “Long-Term Incentives” section below. Our target was a range recognizing the uncertainty in goal setting during the COVID-91 Pandemic. The % of Target represents the amount of payout based on the high-end of the range (in millions).
Adjusted Advertising Revenue TargetAdjusted Advertising Revenue - % of Target  % of Target Bonus 
$189.070%70%
$216.080%80%
$243.090%100%
$270.0100%100%
Actual fiscal year 2022 performance results were achieved at 85.4% of target Adjusted Advertising Revenue, resulting in a payout of 90.8% of target. See below for detail on the 2022 annual cash incentive payments to our NEOs:
 
 Annual Cash Incentive
  Adjusted Advertising
Revenue
Total 
NameSalaryTarget Award as a % of SalaryActual Achievement as a % of Target GoalActual Award as a % of Target AwardTotal Award   Amount  
Thomas F. Lesinski$844,027100.0%85.4%90.8%$771,702
Ronnie Y. Ng$450,00075.0%85.4%90.8%$306,450
Scott D. Felenstein$669,50085.0%85.4%90.8%$516,720
Long-Term Incentives (LTI). Our LTI awards are designed to align the interests of our executive officers with those of our stockholders and motivate our executive officers to create stockholder value. We have granted awards under our stockholder approved equity incentive plan, the National CineMedia, Inc. 2020 Omnibus Incentive Plan which we refer to as the “Equity Incentive Plan.”
All grants under the Equity Incentive Plan to our named executive officers are approved by our Board at the recommendation of our Compensation Committee generally at the anniversary of the hire date of our CEO and in the first quarter of the fiscal year for the other NEO’s, although grants could be made at any time at the discretion of our Board, generally related to promotions or other merit-related reasons.
For 2022, the Board at the recommendation of the Compensation Committee decided to continue to grant PBRSUs and TBRSUs to all NEOs and stock options (fair market value and premium-priced) to the CEO only, balancing the Company’s objectives of stockholder alignment, pay-for-performance, retention of executive officers, and stock ownership in the Company:
 
PBRSUs: The PBRSUs have a two year performance period with a performance goal set for each year, set at the beginning of each respective year of the performance period. All years vest at the end of the two year performance period. The portion of the 2022 PBRSUs related to the 2022 performance year was set in February 2022 as a measure of Free Cash Flow. The CEO’s grant followed the same structure, but has a three year performance period.

TBRSUs: TBRSUs vest ratably over a two or three-year period.

Stock Options: In 2022, Mr. Lesinski was the only recipient of stock options, and he received both fair market value and premium-priced stock options in accordance with the terms of his amended employment agreement entered into in August of 2022.

PBRSUs and TBRSUs. On February 23, 2022, the Board approved PBRSUs and TBRSUs to Messrs. Ng and Felenstein and on August 1, 2022, the Board approved PBRSUs and TBRSUs to Mr. Lesinski, as follows:
 2022 Restricted Stock Units (RSU) Awards (1)
 PBRSUs (2) TBRSUs (2)Total
NameTarget 
Grant
Date Fair
Value
of Shares (3)
Target  Number
of Shares
Granted (3)
Grant
Date
Fair
Value
of Shares
Number of
Shares
Granted
(4)
Total
Grant
Date Fair
Value
Total  Number of
Target  Shares
Granted
Thomas F. Lesinski$374,999 23,734 $374,999 23,734 $749,998 47,468 
Ronnie Y. Ng$67,879 3,030 $271,515 12,121 $339,394 15,151 
Scott D. Felenstein$90,505 4,040 $362,020 16,161 $452,525 20,201 
 
(1) The PBRSUs and TBRSUs include the right to receive dividend equivalents, subject to vesting.
(2) Mr. Lesinski received 50% PBRSUs and 50% TBRSUs (before his stock option grants). Messrs. Ng and Felenstein received 20% PBRSUs and 80% TBRSUs.
(3) On February 23, 2022 the Board determined the metric for the portion of the 2022 awards related to the 2022 performance year. A target was set at a later date for the portion related to the 2023 performance year when performance goals for the Company were more reliably determined. The table reflects the total award and the target number of shares that will vest if the determined metric equals 100% of the target. Each performance year of the PBRSUs vest in February 2024 based on achievement against goals.
(4) Vest ratably over a three-year period for Mr. Lesinski and for a two-year period for Messrs. Ng and Felenstein.

    Stock Options. The Board granted stock options to Mr. Lesinski as part of his 2022 annual award. In addition, the Compensation Committee granted premium-priced stock options to Mr. Lesinski as part of his annual grants. The Compensation Committee believes the stock options promote retention objectives, stock ownership in the Company, and an alignment of the executive’s interests with stockholders’ interests. The stock options vest ratably over a 3-year period. This vehicle was utilized as part of the annual grant for Mr. Lesinski only, the Company's CEO. On August 1, 2022, the Board approved stock options to Mr. Lesinski, as follows:

 2022 Stock Option Awards
NameGrant Date Fair Value of Options Number of Options Granted (1)Exercise PriceClosing Stock Price on Date of Grant
Thomas F. Lesinski$250,000 37,093 $15.80$15.80
$178,771 25,000 $35.00$15.80
 

(1) Vest ratably over a three-year period.

Results for Performance-Based Restricted Stock with Measurement Periods Ended December 29, 2022. As previously disclosed, on January 19, 2022, the Board determined that the portion of 2020 PBRSUs related to the 2022
performance year would be converted to a time-based award (1/3 of the granted shares) and the Board determined the portion 2021 PBRSUs related to the 2022 performance year would be converted to a time-based award (1/3 of the granted shares). The modified 2020 PBRS awards vested on the original vesting date of February 27, 2023 and the 2021 PBRSU award will vest on February 26, 2024. The portion of the 2022 PBRSUs related to the 2022 performance year was set in February 2022 as a measure of Free Cash Flow. Actual fiscal year 2022 performance results were achieved at 85.4% of target Free Cash Flow, resulting in a payout of 90.8% of target and will vest on February 26, 2025 for Mr. Lesinski and on February 26, 2024 for Messrs. Ng and Felenstein.
The following table shows the number of shares vested for our NEOs for the 2020 PBRS.
NameNumber of Shares
Awarded in 2020
Total Vesting at end of performance period
Scott D. Felenstein4,950 4,950 
The following table shows the number of shares that will vest for our NEOs for the 2021 PBRSUs.
NameNumber of Shares
Awarded in 2021
Total Vesting at end of performance period
Ronnie Y. Ng1,117 1,117 
Scott D. Felenstein3,184 3,184 
The following table shows the number of shares that will vest for our NEOs for the 2022 PBRSUs.
NameNumber of Shares
Awarded in 2022
Total Vesting at end of performance period
Thomas F. Lesinski7,912 7,145 
Ronnie Y. Ng1,516 1,369 
Scott D. Felenstein2,021 1,825 
Stockholder Say-on-Pay Vote
In establishing and recommending 2022 compensation for the Company’s NEOs, our Compensation Committee considered the results of the say-on-pay vote at the 2022 Annual Meeting of Stockholders. At that meeting, our stockholders approved our executive compensation for the 2022 fiscal year. Our Board of Directors recognizes that executive compensation is an important matter of stockholder concern and takes stockholder views into account through the say-on-pay vote when reviewing the compensation program throughout the year. Our Compensation Committee considered the results of the advisory approval and as such, generally maintained the overall composition of executive compensation for the 2022 fiscal year but did change the compensation plan of the CEO to include PBRSUs, where previously he only received TBRSUs.
Other Compensation. Our employees, including our NEOs, participate in various employee benefits. These benefits include the following: medical and dental insurance; flexible spending accounts for healthcare; life, accidental death and dismemberment and disability insurance; employee assistance programs (confidential counseling); a 401(k) plan; and paid time off. As discussed above the matching contribution program for our 401(k) plan was temporarily suspended beginning in April of 2020 in response to cash preservation measures implemented in response to the impact of the COVID-19 pandemic and the suspension continued throughout 2022.
None of our NEOs participate in or have account balances in qualified or non-qualified defined benefit plans sponsored by us or in non-qualified defined contribution plans or other deferred compensation plans maintained by us. Our Compensation Committee may elect to provide our officers and other employees with non-qualified defined contribution or deferred compensation benefits if our Compensation Committee determines that doing so is in our best interests.
Potential Payments upon Termination or Change in Control. Upon certain types of terminations of employment, payments may be made to our executive officers in accordance with their respective employment agreements. These events and potential amounts are further described below under the heading “Potential Payments Upon Termination or Change in Control.”
Performance Measures Used in Incentive Plans for Fiscal 2022. When setting performance goals under the Company’s incentive plans, our Compensation Committee considers the Company’s past performance, business outlook and other corporate financial measures. Target performance levels are intended to be challenging but achievable. Goals above target are stretch goals and will require an increasingly challenging level of performance in order to be achieved.
    Presented below are definitions of performance measures used in our incentive plans. Our Compensation Committee may apply pre-determined adjustments to the definitions of the financial performance criteria under the plans.
Adjusted Advertising Revenue
Adjusted Advertising Revenue used to determine achievement against performance bonus targets is a non-GAAP financial measure. Adjusted Advertising Revenue represents reported advertising revenue less founding member circuit beverage revenue and zero margin barter revenue. This non-GAAP measure should not be considered in isolation of, or as a substitute for, measures of our financial performance as determined in accordance with GAAP, such as advertising revenue.
Free Cash Flow
Free Cash Flow is a non-GAAP measure used by management to measure the Company’s operating cash flow in determining whether PBRSU targets have been achieved. Free Cash Flow represents Adjusted OIBDA for Compensation Purposes, less capital expenditures. Adjusted OIBDA for Compensation Purposes used to measure achievement against performance bonus targets is a non-GAAP financial measure that differs from Adjusted OIBDA as defined in our Form 10-K. Adjusted OIBDA is a key metric used by management to measure the Company’s operating performance. Adjusted OIBDA represents operating income plus depreciation and amortization expense adjusted to also exclude amortization of intangibles recorded for network theater screen leases, non-cash share-based compensation costs, impairment of long-lived assets, sales force reorganization costs, advisor fees related to an abandoned financing transaction, advisor fees related to the Cineworld Proceeding and executive transition costs. Adjusted OIBDA for Compensation Purposes subtracts out the revenue from advertising by NCM LLC’s founding members’ beverage supplier and barter revenue, net of barter expense, and adds back theater access fees and affiliate payments during the performance period. While Adjusted OIBDA for Compensation Purposes is a measure used to calculate our Free Cash Flow, this non-GAAP measure should not be considered in isolation of, or as a substitute for, measures of our financial performance as determined in accordance with GAAP, such as operating income. Adjusted OIBDA for Compensation Purposes has material limitations as a performance measure because it excludes items that are necessary elements of our costs and operations. Because other companies may calculate Adjusted OIBDA for Compensation Purposes differently than we do, this measure may not be comparable to similarly titled measures reported by other companies. 

Other Policies
Adoption of Share Ownership Guidelines
The Company has established the following share ownership guidelines in 2022 for its executive officers and directors:
Position  Minimum Share Ownership Level
Chief Executive Officer and Director  Lesser of three times base salary or 500,000 shares
President and Executive Vice Presidents  Lesser of base salary or 75,000 shares
Non-Employee Directors  150,000 shares
Each individual is expected to attain the minimum ownership level within five years of the effective date of the policy, or the individual’s date of appointment, if later. If the minimum ownership level is not attained within the required timeframe, holding restrictions will apply. Upon vesting of equity awards, 50% of the individual’s shares that become vested will be subject to holding restrictions until the minimum ownership level is attained. Ownership levels are determined based on Company common stock owned by each individual, including shares of unvested timed-based restricted stock and in-the-money vested stock options. As of September 8, 2023, all executive officers and directors meeting the tenure requirement were in compliance with the share ownership guidelines.
Anti-Hedging Policy
The Company’s insider trading policy includes provisions that prohibit all employees and directors from purchasing any financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in market value of Company stock.
Anti-Pledging Policy
The Company’s insider trading policy includes provisions that prohibit all employees and directors from keeping Company stock in a margin account or using Company stock as collateral for a loan. None of our officers or directors has taken any action in violation of this Company policy.
Clawback Policy
We have adopted a “clawback” policy addressing the adjustment or recovery of awards or payments if the relevant performance measures upon which they are based are restated or otherwise adjusted in a manner that would reduce the size of an award or payment. This policy, also known as a “clawback” policy, applies to all of our executive officers, including the NEOs. Under the policy, we may recover any cash or equity incentive compensation paid to an executive officer of the Company in the event of a material negative accounting restatement of our financial statements due to material noncompliance by the Company with any financial reporting requirement under the securities laws. If our Board of Directors determines that any current or former executive officer has engaged in fraud or intentional misconduct that caused the error that, directly or indirectly, resulted in the financial restatement, our Board of Directors may require reimbursement or forfeiture of any annual or long-term cash bonus or any equity compensation award earned with respect to the period covered by the restatement by such executive officer.
5


COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” included elsewhere in this report with management and, based on such review and discussions, the Compensation Committee recommended that the Board of Directors include such disclosure for the fiscal year ended December 29, 2022 in NCM, Inc.’s Annual Report on Form 10-K and proxy statement filed with the SEC.
 
  Compensation Committee of National CineMedia, Inc.
  Lauren Zalaznick, Chair
Nicholas Bell
  Tiago Lourenço
Joe Marchese
  

6



EXECUTIVE COMPENSATION TABLES
FISCAL 2022 SUMMARY COMPENSATION TABLE
The following table shows the amount of compensation earned by our NEOs during the years indicated. For additional information regarding the material terms of each NEOs’ employment agreement, see “Employment Agreements” and “Potential Payments Upon Termination or Change in Control” below.
Name and Principal Position  Year  Salary (1)Stock
Awards (2)
  Option
Awards
Non-Equity
Incentive Plan
Compensation (3)
  All Other
Compensation (4)
  Total
Thomas F. Lesinski
   Chief Executive
   Officer
2022$844,027$499,999 $428,771$771,702 $27,158$2,571,657 
2021$759,808$1,125,000$250,000$524,080 $7,158$2,666,046 
Ronnie Y. Ng
   Chief Financial
   Officer
2022$
450,000$
337,167$
— $
306,450 $
1,823$
1,095,440
2021$102,115$126,244$150,000$48,098$10,340$436,797
Scott D. Felenstein
    President
2022$669,500 $497,697$— $516,720 $2,948 $1,686,865
2021$585,361$509,834$$334,803$2,749$1,432,747

(1) The amounts represent the prorated total salaries paid to the NEO's inclusive of the annual merit increase in February 2022 and other increases, as applicable.
(2) The amounts represent the aggregate grant date fair value of the target level of stock awards computed in accordance with ASC Topic 718. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of these awards, refer to Note 11—Share-based Compensation within the notes to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 29, 2022, filed on April 13, 2023. Certain of the stock awards granted in 2022 and 2021 are scheduled to vest based upon the achievement of performance conditions relating to cumulative “Free Cash Flow” at the end of a two or three-year measuring period, respectively. Free Cash Flow is a non-GAAP measure used by management to measure the Company’s operating cash flow in determining whether PBRSU targets have been achieved. The amounts for these awards are presented based on 100% of the fair market value on the date of grant. When there is a stock award, but no performance metric set for portions of the award, the portion is considered granted upon approval of the performance metric. As the 2022 performance metric for portions of the 2021 PBRSU award and the 2022 PBRSU award were set in January and February 2022, the amounts include, and only include, those portions of the awards. Actual results could materially differ from this estimate. The maximum amounts payable for awards granted during fiscal 2022 assuming the highest level of performance cannot exceed the total amount granted.
(3) The bonus amounts were calculated off of the prorated total salary for Mr. Lesinski, to reflect his amended employment agreement, effective August 1, 2022. Prior to the amended employment agreement, his salary was increased from his 2021 base salary to $795,675 in February 2022.
(4) The following table provides details about each component of the “All Other Compensation” column from the Fiscal 2022 Summary Compensation Table above for fiscal 2022.
NameYear    401(k)
Employer
Contribution
Term Life
Insurance (a)
Disability
Insurance
(b)
Misc.  
(c)  
 Total All 
Other
Compensation
Thomas F. Lesinski2022$— $5,118 $720 $21,320 $27,158 
Ronnie Y. Ng2022$— $443 $720 $660 $1,823 
Scott D. Felenstein2022$— $1,568 $720 $660 $2,948 
(a) Represents imputed income for term life insurance coverage.
(b) Represents imputed income for long-term and short-term disability insurance coverage.
(c) Represents taxable fringe benefits and allowances for Messrs. Ng and Felenstein and contractual compensation outlined within Mr. Lesinski’s amended employment agreement as discussed further under section “Employment Agreements”.

FISCAL 2022 GRANTS OF PLAN-BASED AWARDS
The following table shows the awards granted to our NEOs for our 2022 fiscal year.
  Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)Estimated Future Payouts Under Equity Incentive Plan Awards (2)All 
Other
Stock 
Awards:
Number
 of
Shares 
of
Stock(#)
All Other
Option 
Awards:
Number 
of
Securities Under-lying Options (3)
Exercise of Base Price of Option Awards Grant 
Date
Fair 
Value 
of
Stock and Option
Awards 
($)(4)
NameGrant 
Date
Threshold ($)Target ($)Maximum ($)Threshold (#)Target
(#)
Maximum (#)
Thomas F. Lesinski N/A422,014 844,027 1,266,041 — — — — — — — 
8/1/2022— — — 11,867 23,734 23,734 — — — $374,999 
8/1/2022— — — — — — 23,734 — — $374,999 
8/1/2022— — — — — — — 37,093 $15.80 $250,000 
8/1/2022— — — — — — — 25,000 $35.00 $178,771 
Ronnie Y. NgN/A168,750 337,500 506,250 — — — — — — — 
2/23/22— — — 1,515 3,030 3,030 — — — $67,879 
2/23/22— — — — — — 12,121 — — $271,515 
Scott D. FelensteinN/A284,538 569,075 853,613 — — — — — — — 
2/23/22— — — 2,020 4,040 4,040 — — — $90,505 
2/23/22— — — — — — 16,161 — — $362,020 
(1) Amounts represent potential cash bonus amounts if targets are achieved for 2022 performance for each NEO. See “Non-Equity Incentive Plan Compensation” in our Summary Compensation Table for amounts paid.
(2) Represents PBRSU grants made in 2022 under the Equity Incentive Plan. The restricted stock awards provide that the award will accrue dividends payable subject to vesting. For additional information regarding equity awards see “Long-Term Incentives” in the CD&A and “Equity Incentive Plan Information.”
(3) Represents stock option grants made in 2022 under the Equity Incentive Plan. For additional information regarding equity awards see “Long-Term Incentives” in the CD&A and “Equity Incentive Plan Information.”
(4) Grant date fair value of stock awards was calculated in accordance with GAAP. Some of the 2022 restricted stock awards are scheduled to vest based upon adjusted achievement of a target determined in January 2023 and are presented in the table based on target amounts. Refer to footnote (2) of our Summary Compensation Table for the maximum value of shares that could be earned.
Equity Incentive Plan Awards
During fiscal 2022, each of our active NEOs received awards under our Equity Incentive Plan. Additional information about the awards is included in our CD&A, “Long-Term Incentives.”

7



OUTSTANDING EQUITY AWARDS AT DECEMBER 29, 2022
 Stock Option AwardsRestricted Stock Awards and RSUs
NameNumber of
Securities
Underlying
Unexercised
Options
Exercisable
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
Option
Exercise
Price
Option
Expiration
Date (1)
Number of Shares 
of Stock 
That Have Not Vested
 Market 
Value
of Shares of Stock 
That Have Not Vested
(2)
Equity 
Incentive
Plan 
Award:
Number of
Unearned 
Shares That 
Have Not
Vested
Equity 
Incentive
Plan Award:
Market or Payout Value
of Unearned  Shares That 
Have Not
Vested (2)
Thomas F. Lesinski65,020 — $80.00 8/2/2029— $— — $— 
33,374 16,668 (3)$27.10 7/29/20309,225 (7)$22,140 — $— 
— — $— — 3,972 (8)$9,533 — $— 
7,333 14,665 (4)$30.90 8/4/203116,181 (9)$38,834 — $— 
— 37,093 (5)$15.80 8/1/203223,734 (10)$56,962 7,912 (17)$5,697 
— 25,000 (5)$35.00 8/1/2032— $— — $— 
Ronnie Y. Ng3,537 7,073 (6)$38.00 9/27/20311,481 (11)$3,554 1,117 (18)$1,206 
— — $— — 1,100 (12)$2,640 — $— 
— — $— — 12,121 (13)$29,090 1,516 (19)$1,637 
Scott D. Felenstein— — $— — 1,100 (15)$2,640 4,950 (18)$5,346 
— — $— — 1,589 (8)$3,814 — $— 
— — $— — 4,076 (15)$9,782 3,057 (18)$3,302 
— — $— — 3,057 (12)$7,337 — $— 
— — $— — 168 (16)$403 127 (18)$137 
— — $— — 124 (12)$298 — $— 
— — $— — 16,161 (13)$38,786 2,021 (19)$2,182 
(1) Options generally expire 90 days from the term date if the NEO terminates employment. In the event of termination without cause, Mr. Lesinski’s options expire 180 days from the term date.
(2) Amounts are based on the closing stock price, $2.40 per share, on December 29, 2022 based on the target level of performance. The amounts for these awards are presented based on 100% of the fair market value on the date of grant. When there is a stock award, but no performance metric set for portions of the award, the portion is considered granted upon approval of the performance metric. As the 2022 performance metric for portions of the 2021 PBRSU award and the 2022 PBRSU award were set in January and February 2022, the amounts include, and only include, those portions of the awards.
(3) The stock options vest 33.33% per year commencing on July 29, 2020, subject to continuous service.
(4) The stock options vest 33.33% per year commencing on August 4, 2021, subject to continuous service.
(5) The stock options vest 33.33% per year commencing on August 1, 2022, subject to continuous service.
(6) The stock options vest 33.33% per year commencing on September 27, 2021, subject to continuous service.
(7) The restricted stock units vest 33.33% per year commencing on July 29, 2020, subject to continuous service.
(8) The restricted stock units vest 50.0% per year commencing on February 28, 2021, subject to continuous service.
(9) The restricted stock units vests 33.33% per year commencing on August 4, 2021, subject to continuous service.
(10) The restricted stock units vests 33.33% per year commencing on August 1, 2022, subject to continuous service.
(11) The restricted stock units vests 33.33% per year commencing on September 27, 2021, subject to continuous service.
(12) The restricted stock units vest February 26, 2024, subject to continuous service.
(13) The restricted stock units vests 33.33% per year commencing on February 23, 2022, subject to continuous service.
(14) The restricted stock vests 33.33% per year commencing on January 22, 2020, subject to continuous service.
(15) The restricted stock units vests 33.33% per year commencing on January 20, 2021, subject to continuous service.
(16) The restricted stock units vests 33.33% per year commencing on July 2, 2021, subject to continuous service.
(17) The restricted stock unit awards are scheduled to vest based on achievement of the actual cumulative “Free Cash Flow” target at the end of the three-year measuring period. These figures assume 100% vesting of PBRSUs prior to any modification. The performance metrics for the 2024 performance year has not yet been set.
(18) The restricted stock unit awards are scheduled to vest based on achievement of the actual cumulative “Free Cash Flow” target at the end of the three-year measuring period for the 2020 and 2021 grants. These figures assume 100% vesting of PBRS prior to any modification.
(19) The restricted stock unit awards are scheduled to vest based on achievement of the actual cumulative “Free Cash Flow” target at the end of the two-year measuring period for the 2022 grants. These figures assume 90% vesting of PBRSUs prior to any modification.
See “Long-Term Incentives” in the CD&A for additional information.

STOCK VESTED DURING FISCAL 2022
The following table shows information regarding the vesting during fiscal 2022 of restricted stock unit awards previously granted to our NEOs. No options were exercised by any NEOs during fiscal 2022.
 Stock Awards
NameNumber of Shares
Acquired on Vesting
Value Realized on
Vesting (1)
Thomas F. Lesinski25,056 $500,651 
Ronnie Y. Ng741 $5,571 
Scott D. Felenstein7,725 $223,513 
(1) Amounts are based on the closing stock price on the vesting date.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The following summaries set forth potential payments payable to our NEOs upon termination of their employment or a change in control of NCM, Inc. under their employment agreements, as amended, and under the Equity Incentive Plan. The following discussion is based on the assumption that the actual bonus amount would be the target amount reported as a non-equity incentive plan award in the Grants of Plan Based Awards table. Actual payments may be more or less than the amounts described below. In addition, the Company may enter into new arrangements or modify these arrangements, from time to time. Each employment agreement provides additional detail and definitions for the termination reasons, such as disability, cause and change in control, among others.
The following table assumes the executive’s employment was terminated under each of these circumstances on December 29, 2022 and such payments and benefits have an estimated value of: 
Cash
Severance 
(1) (2)
Medical
Insurance
(3)
Term Life
Insurance 
(4)
Disability
Insurance
(4)
401(k) 
Employer
Contribution
Value of
Accelerated
Equity
Awards (5)
Total
Thomas F. Lesinski (a)
Without Cause or For Good Reason or Non-renewal by Company$1,850,000 $19,605 $— $— $— $65,918 $1,935,523 
Without Cause or For Good Reason in connection with a Change of Control**$3,700,000 $19,605 $— $— $— $257,664 $3,977,269 
Death$— $19,605 $— $— $— $65,918 $85,523 
Disability*$462,500 $19,605 $5,118 $720 $— $65,918 $553,861 
Ronnie Y. Ng (b)
Without Cause or For Good Reason or Non-renewal by Company$787,500 $17,202 $— $— $— $25,869 $830,571 
Without Cause or For Good Reason in connection with a Change of Control**$787,500 $17,202 $— $— $— $49,697 $854,399 
Death$— $17,202 $— $— $— $25,869 $43,071 
Disability*$225,000 $17,202 $443 $720 $— $25,869 $269,234 
Scott D. Felenstein (c)
Without Cause or For Good Reason or Non-renewal by Company$1,238,575 $— $— $— $— $68,986 $1,307,561 
Without Cause or For Good Reason in connection with a Change of Control**$1,238,575 $— $— $— $— $114,111 $1,352,686 
Death$— $— $— $— $— $68,986 $68,986 
Disability*$334,750 $— $1,568 $720 $— $68,986 $406,024 
*Net of amounts offset by disability insurance payments
**A change of control is defined as 12 months following the change of control within the respective employee agreements and 3 months prior to or one year following a change of control within the respective equity agreements.
(1) If the employment of the NEO is terminated by NCM, Inc. for reasons other than disability, death or cause, or the executive resigns for good reason, as defined in the NEO's employment agreement, or the agreement is not renewed on substantially equal terms, the NEO will be entitled to severance for the period specified in the respective employment agreement. If the NEO’s employment terminates due to death, the NEO’s beneficiaries will receive the base salary paid through the end of the month of death. If Mr. Lesinski terminates his employment on account of his disability, in exchange for a release of claims against the Company, and if, and only if he is not eligible to receive benefits following the termination date under the Company’s long-term disability plan, he will be entitled to 50% of his base salary. If Mr. Ng or Mr. Felenstein terminates employment on account of his disability, in exchange for a release of claims against the Company, he will be entitled to 50% of his then base salary, offset by any disability benefits provided under a Company sponsored benefit arrangement.
(a) Mr. Lesinski's severance represents 100% of his base salary, plus 100% of his target bonus based on his salary in effect on December 29, 2022 paid over 12 months. In the event of termination in connection with a Change in Control, Mr. Lesinski’s severance payment represents 200% of his base salary, plus 200% of his target bonus based on his salary in effect on December 29, 2022 paid over 12 months.
(b) Mr. Ng’s severance represents 100% of his base salary, plus 100% of his target bonus based on his salary in effect on December 29, 2022 paid over 12 months.
(c) Mr. Felenstein’s severance represents 100% of his base salary, plus 100% of his target bonus based on his base salary in effect on December 29, 2022 paid over 12 months.
(2) If the employment of Messrs. Lesinski, Ng or Felenstein is terminated by NCM, Inc. for any reason, the respective NEO is entitled to any annual, long-term or other incentive award that relates to a completed fiscal year or performance period, as applicable, and is payable (but not yet paid) on or before the date of termination or resignation.
(3) If the employment of Messrs. Lesinski, Ng or Felenstein is terminated by NCM, Inc. for reasons other than death or cause, or he resigns for good reason, as defined in the respective NEO's employment agreement, the applicable NEO is entitled to one year of continued coverage under the NCM, Inc. medical and health insurance plan pursuant to COBRA. The amount for Messrs. Lesinski, Ng and Felenstein represents an amount equal to 100% of the premium costs for a 12-month period.
(4) If the employment of Mr. Felenstein or Mr. Ng is terminated by NCM, Inc. on account of disability, they are entitled to receive an amount equal to the cost that would be incurred by the NEO in obtaining individual benefits equivalent to the NCM, Inc. employee benefit plan or program that the NEO was participating in on the effective date of the termination for a period of up to one year.
(5) Under the Equity Incentive Plan, if within three months prior to or one year after the consummation of a change of control, as defined in the Equity Incentive Plan and each NEO’s employment agreement, the NEO’s employment is terminated by NCM, Inc., its affiliate or a successor in interest without cause or by the NEO for good reason, both as defined in the Equity Incentive Plan and each NEO’s employment agreement, then all outstanding options and stock appreciation rights shall become immediately exercisable and all other awards shall become vested and any restrictions will lapse. Pursuant to the restricted stock unit agreements, in the case of involuntary terminations without cause, death and disability, each NEO would retain a prorated amount of TBRSUs and PBRSUs equivalent to time employed during the vesting period. The retained shares would vest upon termination in the case of TBRSUs and upon the achievement of performance conditions in the case of PBRSUs. Amounts are based on the closing stock price, $2.40 per share, on December 29, 2022. Pursuant to the stock option agreements, in the case of involuntary terminations without cause, Mr. Ng’s vested stock options would expire after 90 days and Mr. Lesinski’s vested stock options would expire after 180 days. Vested stock options would expire after twelve months in the case of death or disability for either NEO. Mr. Lesinski’s and Mr. Ng’s unvested options would be forfeited on the termination date in the case of death or disability but will vest equal to the portion of the vesting period they served in their respective roles in the case of termination without cause.
EMPLOYMENT AGREEMENTS
The following provides a discussion of the material terms of the employment agreements between NCM, Inc. and each of our NEOs. Our Compensation Committee believes these employment agreements are consistent with the standard in our industry for senior executives. The agreements provide for payments and benefits if each executive’s employment with the Company and its affiliates is terminated (i) without cause (as defined in the agreements), (ii) for good reason (as defined in the agreements), (iii) without cause or good reason three months prior to or within one year following a change of control (as defined in the agreements), (iv) in the event of death, and (v) in the event of disability. See “Potential Payments Upon Termination or Change in Control” for additional information about such payments and benefits.
Thomas F. Lesinski
Mr. Lesinski’s employment agreement was amended on July 20, 2022 and provides that he will serve as Chief Executive Officer of NCM, Inc. The amended employment agreement became effective August 1, 2022 and shall expire on the earlier of (i) December 31, 2025 or (ii) the termination of Mr. Lesinski's employment under the agreement. Prior to this amendment, Mr. Lesinski’s original employment agreement was effective August 1, 2019, and would have expired on August 2, 2022. The amended employment agreement provides for an annual base salary of $925,000. In addition to base salary, Mr. Lesinski is eligible to receive an annual cash bonus pursuant to the Company’s annual non-equity incentive plan based upon attainment of performance goals determined by our Compensation Committee at a target of 100% of base salary. Mr. Lesinski shall also have the opportunity to receive long-term incentive awards with a grant date fair value of at least $1,000,000 plus 250,000 of premium priced options each year during the term, in such amounts and pursuant to such terms as may be determined in the sole discretion of the Board, subject to limitations in the amended employment agreement related to the mix of equity awards.
If Mr. Lesinski's employment is involuntarily terminated by the Company, he will receive an amount equal to 100% of his annual base salary plus 100% of the target bonus. If Mr. Lesinski's employment is involuntarily terminated during the 12-month period following a change of control (as defined in the agreement), on the first payroll that occurs after the 55th day following the effective date of such termination he will receive a lump sum cash payment in an amount equal to 200% of his annual base salary plus 200% of the target bonus, payable in equal installments over a 12-month period. For up to 12 months following any such termination of employment, the Company will pay Mr. Lesinski an amount equal to 100% of the monthly premium paid by Mr. Lesinski for COBRA coverage under the Company’s group health and dental plans. Under the agreement, during his employment and for a one-year period following employment, Mr. Lesinski has agreed not to compete with NCM, Inc. or any of its affiliates or subsidiaries, or solicit any of the employees, officers or agents of these entities. Under the agreement, Mr. Lesinski has also agreed not to divulge or disclose customer lists or trade secrets of NCM, Inc. or its affiliates or subsidiaries except in the course of carrying out his duties under the agreement or as required by law.
Ronnie Y. Ng
Mr. Ng’s employment agreement provides that he will serve as Chief Financial Officer of NCM, Inc. The employment agreement was effective September 15, 2021, and expires on September 15, 2024. The employment agreement provides for an annual base salary, subject to annual increases at the discretion of our Compensation Committee based on previous year
performance, market conditions and other factors deemed relevant by our Compensation Committee. Our Compensation Committee set Mr. Ng’s base salary at $450,000 for 2022. In addition to base salary, Mr. Ng is eligible to receive an annual cash bonus pursuant to the Company’s annual non-equity incentive plan based upon attainment of performance goals determined by our Compensation Committee at a target of 75% of base salary. Mr. Ng shall also have the opportunity to receive long-term incentive awards of at least $300,000 annually as determined by our Board.
If Mr. Ng’s employment is involuntarily terminated by the Company, on the first payroll that occurs after the 55th day following the effective date of such termination he will receive an amount equal to 100% of his annual base salary plus 100% of the target bonus, payable in equal installments over a 12-month period. If Mr. Ng’s employment is involuntarily terminated during the 12-month period following a change of control (as defined in the agreement), on the first payroll that occurs after the 55th day following the effective date of such termination he will receive an amount equal to 100% of his annual base salary plus 100% of the target bonus, payable in equal installments over a 12-month period. For up to 12 months following any such termination of employment, the Company will pay Mr. Ng an amount equal to 100% of the monthly premium paid by Mr. Ng for COBRA coverage under the Company’s group health and dental plans. Under the agreement, during his employment and for a one-year period following employment, Mr. Ng has agreed not to compete with NCM, Inc. or any of its affiliates or subsidiaries, or solicit any of the employees, officers or agents of these entities. Under the agreement, Mr. Ng has also agreed not to divulge or disclose customer lists or trade secrets of NCM, Inc. or its affiliates or subsidiaries except in the course of carrying out his duties under the agreement or as required by law.
Scott D. Felenstein
Mr. Felenstein was promoted to President – Sales, Marketing & Partnerships on July 2, 2021. Prior to this promotion, Mr. Felenstein served as Chief Revenue Officer of NCM, Inc. Mr. Felenstein’s original employment agreement was effective April 24, 2017 and his amended and restated employment agreement is effective July 2, 2021 and expires on June 30, 2024. The original and new employment agreements provide for an annual base salary, subject to annual increases at the discretion of our Compensation Committee based on previous year performance, market conditions and other factors deemed relevant by our Compensation Committee. Our Compensation Committee set Mr. Felenstein’s base salary at $669,500 for 2022. In addition to base salary, Mr. Felenstein is eligible to receive an annual cash bonus pursuant to the Company’s annual non-equity incentive plan based upon attainment of performance goals determined by our Compensation Committee at a target of 85% of base salary and long-term incentive awards as determined by the Board. Mr. Felenstein shall also have the opportunity to receive long-term incentive awards of at least $600,000 annually as determined by our Board.
In his employment agreement, if Mr. Felenstein’s employment is involuntarily terminated by the Company, on the first payroll that occurs after the 55th day following the effective date of such termination he will receive an amount equal to 100% of his annual base salary plus 100% of the target bonus, payable in equal installments over a 12-month period. If Mr. Felenstein’s employment is involuntarily terminated during the 12-month period following a change of control (as defined in the employment agreement), on the first payroll that occurs after the 55th day following the effective date of such termination he will receive an amount equal to 100% of his annual base salary plus 100% of the target bonus, payable in equal installments over a 12-month period, and Mr. Felenstein will vest in full in any unvested shares of his initial sign-on equity grant. For up to 12 months following any such termination of employment, the Company will pay Mr. Felenstein an amount equal to 100% of the monthly premium paid by Mr. Felenstein for COBRA coverage under the Company’s group health and dental plans. Under the agreement, during his employment and for a one-year period following employment, Mr. Felenstein has agreed not to compete with NCM, Inc. or any of its affiliates or subsidiaries, or solicit any of the employees, officers or agents of these entities. Under the agreement, Mr. Felenstein has also agreed not to divulge or disclose customer lists or trade secrets of NCM, Inc. or its affiliates or subsidiaries except in the course of carrying out his duties under the agreement or as required by law.
2022 PEO PAY VS PERFORMANCE
YearSummary Compensation Table Total for PEOCompensation Actually Paid to PEO (1)Average Summary Compensation Table for Non-PEO NEOs (2)Average Compensation Actually Paid to Non-PEO NEOs (1)Value of Initial Fixed $100 Investment Based on:Net Loss
(in $ millions)
Total Shareholder Return
2022$2,571,657 $706,104 $1,391,152 $773,300 $9.7 $(28.8)
2021$2,666,046 $1,410,047 $874,604 $563,615 $81.7 $(48.7)
(1) The below adjustments were made to determine compensation actually paid to the PEO and Non-PEO NEOs from the total on the Summary Compensation Table.
Adjustments20222021
PEOAverage non-PEO NEOsPEOAverage non-PEO NEOs
Deduction for amounts reported under “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for applicable FY$(928,770)$(417,432)$(1,375,000)$(411,150)
Increased based on ASC 718 fair value of awards granted during the applicable FY that remain unvested as of applicable FY end, determined as of applicable FY end$56,962 $43,343 $858,451 $252,764 
Increase/deduction for awards granted during prior FY that were outstanding and unvested as of applicable FY end, determined based on change in ASC 718 fair value from prior FY end to applicable FY end$(737,408)$(221,469)$(560,854)$(80,583)
Increase/deduction for awards granted during the prior FY that vested during applicable FY, determined based on change in ASC 718 fair value from prior FY end to vesting date$(195,045)$(1,850)$(178,596)$35,611 
Deduction of ASC 718 fair value of awards granted during prior FY that were forfeited during applicable FY, determined as of prior FY end$(61,292)$(20,444)$— $(107,631)
Total Adjustments$(1,865,553)$(617,852)$(1,255,999)$(310,989)
(2) In 2022, the Non-PEO NEOs consisted of Messrs. Felenstein and Ng. In 2021, the Non-PEO NEOs consisted of Messrs. Felenstein and Ng, Clifford E. Marks, the former President and Sarah Hilty, the former EVP, General Counsel and Secretary.
The Compensation Actually Paid to the PEO decreased (49.9)% and the Average Compensation Actually Paid to Non-PEO NEOs increased 37.2%, respectively from 2021 to 2022. The decline in Compensation Actually Paid to the PEO is primarily driven by the significant decline in the stock price year over year, as reflected in the TSR decrease of 88.13% for 2022. This decrease in Compensation Actually Paid is offset by the improvement within net loss year over year of 40.9% and recognized the efforts of management to successfully weather the extended effects of the COVID-19 pandemic, in spite of the continued headwinds experienced in 2022 related in part to slower than anticipated return of theater attendance and a delay in major motion picture releases. The increase in Average Compensation Actually Paid to Non-PEO NEOs was primarily driven by a change the tenure served by each Non-PEO NEO in 2021, with Mr. Marks, Ms. Hilty and Mr. Ng only serving in their roles for a portion of the year compared to 2022 when all Non-PEO NEOs served for the full year. Our compensation program is grounded in a pay-for-performance philosophy and designed with equity and cash incentive as a significant component of compensation. A key purpose of executive compensation is to attract, retain, motivate and reward talented executives. However, the severe and continuing effects of the COVID-19 pandemic have dramatically impacted the Company’s financial performance and the price of the Company’s common stock for reasons unrelated to the performance by our management and employees in managing the Company’s business and preserving stockholder value. The Company’s financial performance and the significant decline in its common stock price reflect, among other things, the temporary closure of a significant portion of the theaters in the Company’s network in compliance with local, state and federal governmental restrictions during 2020 and 2021, and the resulting cessation of substantially all the Company’s revenue generating activities for significant periods of 2020 and 2021; significantly reduced attendance levels as theaters reopened from the beginning of the pandemic and through 2022; delays of major new film releases and releases directly to the home video and streaming channel through 2022; the resulting impact on the Company’s liquidity and founding member’s liquidity, and most recently, the result of the negotiations between the Company and Regal as part of the Cineworld Proceeding.
NON-EMPLOYEE DIRECTOR COMPENSATION
Non-Employee Directors
For our 2022 fiscal year, the base retainers and meeting fees for our directors who were not our employees, employees of AMC, Cinemark and Regal ( which we refer to as our founding members), or employees of Standard General (“non-employee directors”) are as follows. In accordance with one of the Company’s cash preservation measures implemented in response to the COVID-19 pandemic, the non-employee directors were paid 80% of the 2021 retainer balances through the 2022 annual meeting date upon which the following retainers were approved by the Nominating and Governance Committee. The 2022 compensation was altered to include a larger mix of equity to retainer.
$80,000 per annum  Retainer for non-employee director
$280,000 per annumRetainer for serving as Non-Employee Chairman
$25,000 per annum  Additional retainer for serving as Chairman of the Audit Committee
$19,000 per annum  Additional retainer for serving as Chairman of the Compensation Committee
$15,000 per annum  Additional retainer for serving as Chairman of the Nominating and Governance Committee
$13,000 per annum  Additional retainer for serving as a member of the Audit Committee
$12,500 per annum  Additional retainer for serving as a member of the Compensation Committee
$10,000 per annum  Additional retainer for serving as a member of the Nominating and Governance Committee
Non-Employee Chairman Cash Retainers. The compensation for the non-employee chairman is inclusive of all committee chair and member fees and was reviewed by the Nominating and Governance Committee, with the assistance of FW Cook, and approved by the Board.
Restricted Stock Units. Non-employee directors serving on the Board as of the annual meeting date of May 4, 2022, received a grant with a fair market value equal to $120,000. Each of the RSUs vested on February 23, 2023 and had a value of $12,852 based on the closing price of the Company’s common stock on the vesting date. The RSUs were settled in shares of the Company’s common stock. The RSU awards include the right to receive dividend equivalents, subject to vesting.
We reimburse all of our directors for reasonable travel, lodging and other expenses related to their service on our Board of Directors.
Stock in Lieu of Cash Compensation. Beginning with the first quarter of 2021 and in an effort to further preserve cash, non-employee directors may elect to receive shares of the Company’s common stock in lieu of all or a portion of their cash compensation (i.e. base retainers and additional retainers for serving as a Chair or member of a Committee) on a quarterly basis. A director could make the election to receive stock for each quarter of 2022 during the seven calendar day period immediately prior to the start of the respective quarter-end blackout period. The portion of his or her quarterly cash compensation designated by the director will then be converted into a number of shares of the Company’s common stock utilizing the fair market value of the common stock on the seventh calendar day of the respective election period. Once an election is made with respect to a particular calendar quarter, it may not be withdrawn or substituted.
Employee Directors
Our employees, employees of our founding members and employees of Standard General who also serve as directors receive compensation for their services as employees from their respective employers, but they did not receive any additional compensation from us for their service as our directors or members or chairs of committees.
FISCAL 2022 NON-EMPLOYEE DIRECTOR COMPENSATION
NameFees Earned or
Paid in Cash (1)
Stock Awards 
(2)
All Other
Compensation
Total
Lawrence A. Goodman$103,678 (3)$120,000 $— $223,678 
Kurt C. Hall$101,024 (4)$120,000 $— $221,024 
Juliana F. Hill$100,558 $120,000 $— $220,558 
Donna Reisman$101,631 (3)$120,000 $— $221,631 
Mark B. Segall$245,000 (5)$120,000 $— $365,000 
Mark Zoradi$77,267 $66,428 $— $143,695 
 
(1) The following table provides details about each component of the “Fees Earned or Paid in Cash” column from the Fiscal 2022 Director Compensation Table above. All of the Fees Earned or Paid in Cash shown above were reduced by 20% beginning in April 2020 and were returned to 100% on May 4, 2022 and reflect the prorated amounts paid for this increase or any prorated amounts due to change in positions.
NameAnnual 
Retainer
Committee
Chair
Retainer
Committee
Member
Retainer
Total Fees
Earned or Paid
in Cash
Lawrence A. Goodman$77,267 $5,779 $20,633 (3)$103,678 
Kurt C. Hall$77,267 $— $23,758 $101,024 
Juliana F. Hill$77,267 $23,292 $— $100,558 
Donna Reisman$77,267 $12,952 $11,413 (3)$101,631 
Mark B. Segall$245,000 (5)$— $— $245,000 
Mark Zoradi$77,267 $— $— $77,267 
(2) The amounts represent the aggregate grant date fair value of the restricted stock unit awards as computed under ASC 718 and do not represent cash payments made to the individuals or amounts realized. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of these awards, please see Note 11 to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 29, 2022, filed on April 13, 2023.
(3) Mr. Goodman’s compensation was prorated for his time served in each position, as he was appointed to be chair of the Compensation Committee effective August 3, 2022. Ms. Reisman’s compensation was prorated for her time served as committee chair until Mr. Goodman’s appointment.
(4) This fee includes 1,787 shares received in lieu of cash payments in accordance with our stock in lieu of cash program.
(5) Mr. Segall temporarily recused himself from all board activities due to a potential conflict of interest as the Regal designee during the Cineworld Proceeding. Following his recusal, Mr. Segall received the non-employee director retainer in the fourth quarter of 2022.
The RSUs are also subject to the terms and provisions of the Equity Incentive Plan. The following table provides details about the “Stock Awards” column from the Fiscal 2022 Director Compensation Table above and outstanding stock awards at December 29, 2022.
 Fiscal 2022 Grants
Outstanding Equity Awards at
December 29, 2022
NameGrant
Date
Number of
RSUs
Grant Date
Fair Value of
Stock Awards
(1)
Number of 
RSUs That Have
Not Vested
Market Value of Shares of Stock That
Have Not Vested (2)
Lawrence A. Goodman5/4/20225,358 $120,000 5,358 $12,859 
Kurt C. Hall5/4/20225,358 $120,000 5,358 $12,859 
Juliana F. Hill5/4/20225,358 $120,000 5,358 $12,859 
Donna Reisman5/4/20225,358 $120,000 5,358 $12,859 
Mark B. Segall5/4/20225,358 $120,000 5,358 $12,859 
Mark Zoradi8/24/20225,358 $66,428 5,358 $12,859 
(1) Calculated in accordance with ASC Topic 718 as described in footnote (1) to the Fiscal 2022 Director Compensation Table above and based on a stock price of $22.40 for all directors other than Mr. Zoradi and $12.40 in the case of Mr. Zoradi.
(2) Amounts are based on the closing stock price, $2.40 per share, on December 29, 2022. The shares vested on February 23, 2023.
8


EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth, as of December 29, 2022, information for all equity compensation plans under which our equity securities were authorized for issuance.
Plan CategoryNumber of securities to be
issued upon exercise of
outstanding 
options, 
warrants and 
rights
 Weighted-average
exercise price of
outstanding options,
warrants and rights
 Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
the first column)
 
Equity compensation plans approved by security holders727,338 (1)$43.40 (2)886,825 (3)
Equity compensation plans not approved by security holders— — — 
Total727,338 $43.40 886,825 
(1) Includes 209,782 stock option grants and 517,556 restricted stock and restricted stock units; no additional shares for the 2022, 2021 and 2020 PBRSU and PBRS grants.
(2) Restricted stock awards and restricted stock units are excluded as there is no exercise price for these awards.
(3) Represents remaining shares of our common stock available for issuance under the Equity Incentive Plan.
The Equity Incentive Plan was approved by our stockholders on April 28, 2020, with additional shares authorized for issuance under the Equity Incentive Plan approved on May 4, 2022.

9


PROPOSAL NO. 2:
ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION

As required under Section 14A of the Securities Exchange Act, stockholders are being asked to approve, on an advisory basis, the Company’s executive compensation, also known as “say-on-pay.” We currently hold this vote annually. This non-binding advisory approval of the Company’s executive compensation considers the information in this proxy statement included in the “Compensation Discussion and Analysis” and in the Summary Compensation Table and other related tables and narrative disclosures.
Our Compensation Committee believes that the Company’s compensation policies and procedures are aligned with the short and long-term interests of stockholders and are designed to attract, motivate, reward and retain superior talent who are critical to our long-term growth and profitability. A significant portion of the compensation of our NEOs is tied closely to the financial performance of the Company (in 2022 approximately 65% of total compensation, assuming achievement of targets, based upon actual 2022 performance bonuses), thus aligning our officers’ interests with those of our stockholders, including the annual performance bonus and equity incentives (refer to “Compensation Discussion and Analysis – Pay-for-Performance Alignment”). Under these programs, we provide our executives with incentives to achieve specific annual and long-term company performance goals established by our Compensation Committee. Our Compensation Committee reviews our executive compensation programs annually to ensure they align executive compensation with the interests of our stockholders and current market practices and do not encourage excessive risk-taking.
Because your approval is advisory, it will not be binding on either our Board of Directors or the Company. However, our Compensation Committee and Board value the opinions of our stockholders and will take into account the result of the vote on this proposal when considering future executive compensation arrangements.
Our stockholders have the opportunity to vote, on an advisory basis, for the following resolution at our Annual Meeting:
“RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion in this proxy statement is hereby APPROVED.”
Vote Required
Approval of the foregoing resolution by our stockholders, on an advisory basis, requires the affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on this Proposal No. 2.
Recommendation
Our Board of Directors recommends that stockholders vote FOR Proposal No. 2, and approve, on an advisory basis, the Company’s executive compensation program, as presented in this proxy statement.

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PROPOSAL NO. 3:
ADVISORY VOTE ON THE FREQUENCY OF FUTURE EXECUTIVE COMPENSATION ADVISORY VOTES

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, every six years we are required to ask our stockholders to consider an advisory vote on the frequency of the say-on-pay proposal, as to whether the executive compensation advisory vote should occur every one, two or three years.
The Board of Directors recommends at this time that stockholders vote for the option of an advisory vote on executive compensation every year. Our Board of Directors recognizes that executive compensation is an important matter of stockholder concern and believes that providing stockholders with the opportunity to provide feedback on our compensation programs annually is a matter of good corporate practice. Further, we believe this frequency should provide the Board of Directors and the Compensation Committee with more immediate stockholder input on the Company’s executive compensation programs.
Our stockholders have the opportunity to vote, on an advisory basis, for the preferred frequency by choosing the option of every one year, two years, or three years or to abstain from voting when you vote in response to the following resolution at our Annual Meeting:
“RESOLVED, that the Company hold a stockholder advisory vote to approve the compensation of the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, with a frequency of once every year, two years or three years, whichever receives the highest number of votes cast with respect to this resolution.”
Vote Required
The frequency—one year, two years or three years—that receives the greatest number of votes will be considered to have been approved by the stockholders. Stockholders are not voting to approve or disapprove of the Board of Directors’ recommendation. Abstentions and broker non-votes will not be included in the totals for the proposal, and will have no effect on the outcome of the vote. This vote is advisory and is not binding on the Company or the Board. However, the Board values the opinions of our stockholders and will consider the result of this vote in setting the frequency of future advisory votes on executive compensation.
Recommendation
The Board of Directors recommends that stockholders vote for a ONE YEAR frequency for future advisory votes on executive compensation. If not otherwise specified, proxies will be voted for a ONE YEAR frequency for an advisory vote on executive compensation. This say-on-frequency proposal is nonbinding.
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PROPOSAL NO. 4:
APPROVAL OF INCREASE IN NUMBER OF SHARES AVAILABLE UNDER THE 2020 OMNIBUS INCENTIVE PLAN
We are asking stockholders to approve an amendment (the “Amendment”) to the National CineMedia, Inc. 2020 Omnibus Incentive Plan (as previously amended, the “2020 Plan”) to increase the number of shares of our common stock available for issuance under the 2020 Plan by 12,000,000 shares. On September 6, 2023, upon the recommendation of the Compensation Committee, and subject to stockholder approval, our Board of Directors adopted the Amendment. The share increase is intended to meet our anticipated equity compensation needs for the next 3 years for management, including grants for the new Board’s compensation structure. Expectations regarding future share usage could be impacted by a number of factors, such as the award type mix, hiring, promotion and retention activity at the executive level and other key employees, the rate at which shares are returned to the 2020 Plan under permitted addbacks, the future performance of our stock price, the consequences of acquiring other companies and other factors. While we believe that the assumptions that we used are reasonable, future usage may differ from current expectations.
We believe that our stock-based compensation programs have been integral to our success in the past and will be important to our ability to succeed in the future. As of September 8, 2023, only 393,566 shares remain available for grant under the 2020 Plan, after the completion of the 1 for 10 stock split on August 3, 2023. If the Amendment is not approved by our stockholders, our ability to make long-term equity incentive awards in order to attract, retain and motivate employees will be impaired. Therefore, we consider approval of the Amendment vital to our future success. Accordingly, our Board of Directors believes adoption of the Amendment is in the best interests of the Company and its stockholders and recommends a vote “FOR” the approval of the Amendment to the 2020 Plan.
Summary
We are asking stockholders to approve the Amendment. If stockholders approve the Amendment, subject to adjustment in the event of stock splits, stock dividends or similar events, awards may be made under the 2020 Plan, as amended, for up to the sum of (i) 13,500,000 shares of common stock and (ii) such additional number of shares of common stock (up to 443,559 shares) as is equal to the sum of (x) the number of shares of common stock reserved for issuance under our 2016 Equity Incentive Plan (the “2016 Plan”) that remained available for grant under the 2016 Plan immediately prior to the date that the 2020 Plan was approved by the our stockholders and (y) the number of shares of common stock subject to awards granted under the 2016 Plan and our 2007 Equity Incentive Plan (the “2007 Plan”), which awards expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by us at their original issuance price pursuant to a contractual repurchase right, in each case following stockholder approval of the 2020 Plan.
As of September 8, 2023, options to purchase 65,019 shares of the Company’s common stock were outstanding under the 2016 Plan and the 2007 Plan with a weighted-average remaining term of 5.9 years and a weighted-average exercise price of $80.00 per share, no shares of the Company’s common stock were subject to outstanding restricted stock units granted under the 2016 Plan or the 2007 Plan and no time-based restricted shares or performance-based restricted shares were outstanding under the 2016 Plan or the 2007 Plan. As of September 8, 2023, options to purchase 169,760 shares of the Company’s common stock were outstanding under the 2020 Plan with a weighted-average remaining term of 8.0 years and a weighted-average exercise price of $29.09 per share, 408,048 shares of the Company’s common stock were subject to outstanding time-based restricted stock units granted under the 2020 Plan and 145,043 shares of the Company’s common stock were subject to outstanding performance-based restricted stock units granted under the 2020 Plan.
NCM LLC’s Chapter 11 Case and the Restructuring Support Agreement
On April 11, 2023, NCM LLC filed a voluntary petition for reorganization (the “Chapter 11 Case”) in the United States Bankruptcy Court for the Southern District of Texas seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). In connection with the Chapter 11 Case, NCM LLC, the Company, and certain holders (the “Consenting Creditors”) of NCM LLC’s then outstanding debt entered into a restructuring support agreement (the “Restructuring Support Agreement”). The Restructuring Support Agreement provided for, among other things, the continuation of the “Up-C” structure of the Company and NCM LLC, the equitization of all claims outstanding under NCM LLC’s prepetition secured debt documents, the distribution of the newly issued equity interests in NCM LLC to holders of claims under the prepetition secured debt documents and the reallocation of equity to the Company pursuant to the NCMI 9019 Settlement (which provides that the Company would ultimately hold approximately 13.8% of the outstanding equity of NCM LLC), and the treatment of unsecured claims. The transactions contemplated by the Restructuring Support Agreement were completed when all the conditions to the effectiveness of NCM LLC’s Plan of Reorganization were satisfied or waived and NCM LLC emerged from bankruptcy on August 7, 2023 (the “Effective Date”).
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The Restructuring Support Agreement also provided that within 150 days after the Effective Date, the Board will adopt management incentive plan. The management incentive plan is required to reserve for the officers and directors of the Company and NCM LLC up to 10% of the shares of common stock of the Company on a fully diluted and as-converted/exchanged basis. The Company, NCM LLC, and the Consenting Creditor negotiated this management incentive plan in order to align managements interests with the Company’s stockholders.
The proposed Amendment will allow the Company to comply with the obligations under the Restructuring Support Agreement.
Highlights of the 2020 Plan, as amended
No Evergreen Share Increases. There is no annual increase in the number of shares available for issuance under the 2020 Plan.
No Liberal Share Recycling Related to Options or Stock Appreciation Rights. The 2020 Plan prohibits the re-granting of (i) shares withheld or delivered to satisfy the exercise price of an option or stock appreciation right (“SAR”) or to satisfy tax withholding obligations associated with an option or SAR, (ii) shares that were subject to a SAR and not issued upon the net settlement or net exercise of such award, and (iii) shares repurchased on the open market using proceeds from the exercise of an award.
No Repricing of Awards. The 2020 Plan prohibits the direct or indirect repricing of options or SARs without stockholder approval.
No Discounted Options or SARs. All options and SARs must have an exercise or measurement price that is at least equal to the fair market value of the underlying common stock on the date of grant.
No Reload Options or SARs. No options or SARs granted under the 2020 Plan may contain a provision entitling the award holder to the automatic grant of additional options or SARs in connection with any exercise of the original option or SAR.
No Dividend Equivalents on Options or SARs. No options or SARs granted under the 2020 Plan may provide for the payment or accrual of dividend equivalents.
Dividends and Dividend Equivalents on Full Value Awards Subject to Same Vesting as Underlying Award. Any dividends or dividend equivalents awarded with respect to restricted stock, restricted stock units, other stock-based or other cash-based awards or performance awards will be subject to the same restrictions on transfer and forfeitability as the award with respect to which granted.
Double-Trigger Vesting Upon a Change of Control; No “Liberal” Change of Control Definition. Awards granted under the 2020 Plan are subject to double-trigger vesting provisions upon a change of control. This means that rather than vesting automatically upon a change of control, such awards will be subject to accelerated vesting only in the event of a qualifying termination following a change of control. The change of control definition in the 2020 Plan is not “liberal” and, for example, would not occur merely upon stockholder approval of a transaction. A change of control must actually occur in order for the change in control provisions in the 2020 Plan to be triggered.
Limit Applicable to Non-Employee Directors. The maximum amount of equity compensation (calculated based on grant date fair value for financial reporting purposes) granted to any non-employee director in his or her capacity as a non-employee director in any fiscal year may not exceed $650,000. Exceptions to this limitation may only be made by the Compensation Committee in extraordinary circumstances provided that the non-employee director receiving any additional compensation does not participate in the decision to award such compensation.
Material Amendments Require Stockholder Approval. Stockholder approval is required prior to an amendment to the 2020 Plan that would (i) materially increase the number of shares authorized, (ii) expand the types of awards that may be granted, or (iii) materially expand the class of participants eligible to participate.
Administered by an Independent Committee. The 2020 Plan is administered by the Compensation Committee, which is made up entirely of independent directors.
Information Regarding Overhang and Dilution
In developing our share request for the Amendment and analyzing the impact of utilizing equity as a means of compensation on our stockholders, our Compensation Committee reviewed the analysis prepared by FTI Consulting, the compensation advisor that assisted the Company during the Chapter 11 Case. FTI Consulting’s analysis concluded that Amendment of the number of shares under the 2020 Plan is well within generally accepted standards for management incentive plans negotiated in connection with a Chapter 11 Case. The Compensation Committee and the Board reviewed the analysis
prepared by FTI Consulting in approving the Amendment. In light of the factors described above, and the importance of the ability to continue to grant equity compensation in order to attract, retain and motivate employees, the Board of Directors has determined that the size of the share reserve under the 2020 Plan, including the shares added by the Amendment, is reasonable and appropriate. Due to the impact of COVID-19 and NCM LLC’s bankruptcy on the Company’s operations following the approval of the 2020 Plan, the Company made certain changes from its historical usage of shares. The stock price as of the 2020 annual grants, which were awarded prior to the approval of the 2020 Plan, was $74.10 as compared to $21.20 and $3.40 at the time of the 2022 and 2023 grants, respectively. This decrease in the stock price led to an approximate 100% increase in stock award size from 2020 to 2023 in order to maintain the same compensation value of the grant for employees. The stock price remains at a historic low level, which has also led to an increase in the number of shares that were used to make awards in 2023 and that are earmarked to be awarded in 2023 and 2024 to maintain the compensation value of the employee grants. As further described within the “Compensation, Discussion and Analysis” section above and within the 2022 Proxy Statement, the Company awarded certain incremental retention awards to incentivize, retain, and recognize the achievements of specified talent at all levels of the organization during this unprecedented time. Lastly, beginning in 2021 all new grants and all existing grants for key executives were adjusted for a tax withholding policy of “sell to cover” to conserve cash. This resulted in an approximate 30% increase in share usage as the previous default option was for the Company to pay the tax obligation and shares were forfeited back to the plan to cover this tax payment for employees.
Overhang. Overhang is a measure of potential dilution which we define as the sum of (i) the total number of shares underlying all equity awards outstanding and (ii) the total number of shares available for future award grants, divided by the sum of (A) the numerator and (B) the number of shares of common stock outstanding. As of September 8, 2023, there were 928,768 shares underlying all equity awards outstanding and 393,566 shares available for future awards, and the number of shares of common stock outstanding as of September 8, 2023 was 96,783,495. If the 12,000,000 additional shares proposed to be authorized for grant under the Amendment are included in the calculation, our overhang on September 8, 2023 would have been 13.6%. For purposes of this calculation, we counted the shares subject to our performance-based full value awards using the target number of shares of common stock issuable under such awards.
Burn Rate. Burn rate provides a measure of the potential dilutive impact of our equity award program which we calculate by dividing the number of shares subject to equity awards granted during the fiscal year by the basic weighted average number of shares outstanding. Set forth below is a table that reflects our burn rate for the 2022, 2021 and 2020 fiscal years as well as an average over those years.
Fiscal YearAwards Granted (1)Basic Weighted Average Number of Shares Outstanding (1)Gross Burn Rate (2)
2022427,940 8,880,101 4.82 %
2021281,222 7,986,734 3.52 %
2020223,733 7,795,568 2.87 %
Three-Year Average3.74 %
(1) The Awards Granted and Basic Weighted Average Number of Shares Outstanding reflect the historical amount of shares.
(2) “Gross burn rate” is defined as the number of equity awards granted in the fiscal year divided by the basic weighted average number of shares of common stock outstanding. For purposes of this calculation, we counted shares subject to our outstanding performance-based full value awards based on the target number of shares of common stock issuable under such awards.
Description of the 2020 Plan
The following is a brief summary of the 2020 Plan, as amended by the Amendment, a copy of which is attached as Appendix A to this proxy statement. A copy of the 2020 Plan along with the previous amendment to the 2020 Plan are included as exhibits to NCM, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 29, 2022 filed with the SEC. References to our Board of Directors in this summary shall include the Compensation Committee or any similar committee appointed by our Board of Directors to administer the 2020 Plan.
Types of Awards; Shares Available for Awards; Share Counting Rules
The 2020 Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), nonstatutory stock options, SARs, restricted stock, restricted stock units and other stock-based and cash-based awards as described below, which we collectively refer to as awards.
Subject to adjustment in the event of stock splits, stock dividends or similar events, awards may be made under the 2020 Plan (any or all of which awards may be in the form of incentive stock options) for up to the sum of (i) 13,500,000 shares of common stock and (ii) such additional number of shares of common stock (up to 443,559 shares) as is equal to the sum of (x) the number of shares of common stock reserved for issuance under the 2016 Plan that remained available for grant under the 2016 Plan immediately prior to the date that the 2020 Plan was approved by the our stockholders and (y) the number of shares of common stock subject to awards granted under the 2016 Plan and the 2007 Plan, which awards expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by us at their original issuance price pursuant to a contractual repurchase right, in each case following stockholder approval of the 2020 Plan (subject, however, in the case of incentive stock options to any limitations under the Code).
The 2020 Plan provides that the maximum amount of equity compensation (calculated based on grant date fair value for financial reporting purposes) granted to any individual non-employee director in his or her capacity as a non-employee director in any fiscal year may not exceed $650,000. Exceptions to this limitation may only be made by the Compensation Committee in extraordinary circumstances, provided that any non-employee director receiving additional compensation does not participate in the decision to award such compensation. For the avoidance of doubt, the foregoing limitation does not apply to cash compensation paid to non-employee directors, nor to awards granted under the 2020 Plan to non-employee directors in their capacity as consultants or advisors to us.
For purposes of counting the number of shares available for the grant of awards under the 2020 Plan and the sublimit of the 2020 Plan, all shares of common stock covered by SARs will be counted against the number of shares available for the grant of awards and against the sublimit of the 2020 Plan. However, SARs that may be settled only in cash will not be so counted. Similarly, to the extent that a restricted stock unit award may be settled only in cash, no shares will be counted against the shares available for the grant of awards under the 2020 Plan. In addition, if we grant a SAR in tandem with an option for the same number of shares of our common stock and provide that only one such award may be exercised, which we refer to as a tandem SAR, only the shares covered by the option, and not the shares covered by the tandem SAR, will be so counted, and the expiration of one in connection with the other’s exercise will not restore shares to the 2020 Plan.
Shares covered by awards under the 2020 Plan that expire or are terminated, surrendered, or cancelled without having been fully exercised or are forfeited in whole or in part (including as the result of shares subject to such award being repurchased by us at the original issuance price pursuant to a contractual repurchase right) or that result in any shares not being issued (including as a result of a SAR that was settleable either in cash or in stock actually being settled in cash) will again be available for the grant of awards under the 2020 Plan (subject, in the case of incentive stock options, to any limitations under the Code). In the case of the exercise of a SAR, the number of shares counted against the shares available for the grant of awards and against the sublimit of the 2020 Plan will be the full number of shares subject to the SAR multiplied by the percentage of the SAR actually exercised, regardless of the number of shares actually used to settle the SAR upon exercise, and the shares covered by a tandem SAR will not again become available for grant upon the expiration or termination of the tandem SAR.
Shares of common stock that are delivered (by actual delivery, attestation, or net exercise) to us by a participant to purchase shares of common stock upon exercise of an option or a SAR or to satisfy tax withholding obligations in connection with an option or SAR (including shares retained from the option or SAR creating the tax obligation) will not be added back to the number of shares available for the future grant of awards under the 2020 Plan. Shares delivered to us from awards of restricted stock, restricted stock units and other stock-based awards to satisfy tax withholding in connection with such award granted under the 2020 Plan or any prior plan (including shares retained from the restricted stock, restricted stock unit or other stock-based award creating the tax obligation) will be added back to the number of shares available for the future grant of awards under the 2020 Plan. Shares purchased by us on the open market using proceeds from the exercise of an award will not increase the number of shares available for future grant of awards.
In connection with a merger or consolidation of an entity with us or our acquisition of property or stock of an entity, our Board of Directors may grant awards under the 2020 Plan in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof on such terms as our Board of Directors determines appropriate in the circumstances, notwithstanding any limitation on awards contained in the 2020 Plan. Any such substitute awards shall not count against the overall share limits or the sublimit of the 2020 Plan, except as required by reason of Section 422 and related provisions of the Code.
Descriptions of Awards
Options. A participant who is granted an option receives the right to purchase a specified number of shares of common stock at a specified exercise price and subject to the other terms and conditions that are specified in connection with the option grant. An option that is not intended to be an “incentive stock option” is a “nonstatutory stock option”. Options may not be granted at an exercise price that is less than 100% of the fair market value of our common stock on the date of grant. If our Board of Directors approves the grant of an option with an exercise price to be determined on a future date, the exercise
price may not be less than 100% of the fair market value of our common stock on that future date. Under present law, incentive stock options may not be granted at an exercise price less than 110% of the fair market value in the case of stock options granted to a participant holding more than 10% of the total combined voting power of all classes of our stock or any of our subsidiaries. Under the terms of the 2020 Plan, options may not be granted for a term in excess of ten years (and, under present law, five years in the case of incentive stock options granted to a participant holding greater than 10% of the total combined voting power of all classes of our stock or any of our subsidiaries). The 2020 Plan permits participants to pay the exercise price of options using one or more of the following methods of payment: (i) payment by cash or by check, (ii) except as may otherwise be provided in the applicable option agreement or approved by our Board of Directors, in connection with a “cashless exercise” through a broker, (iii) to the extent provided in the applicable option agreement or approved by our Board of Directors, and subject to certain conditions, by delivery of shares of common stock to us owned by the participant valued at their fair market value, (iv) to the extent provided in an applicable nonstatutory stock option agreement or approved by our Board of Directors, by delivery of a notice of “net exercise” as a result of which we will retain a number of shares of common stock otherwise issuable pursuant to the stock option equal to the aggregate exercise price for the portion of the option being exercised divided by the fair market value of our common stock on the date of exercise, (v) to the extent permitted by applicable law and provided for in the applicable option agreement or approved by our Board of Directors, by any other lawful means, provided that in no event may a promissory note be used to pay the option exercise price, or (vi) by any combination of these forms of payment as approved by our Board of Directors. No option granted under the 2020 Plan may contain a provision entitling the participant to the automatic grant of additional options in connection with any exercise of the original option. No options granted under the 2020 Plan may provide for the payment or accrual of dividend equivalents.
Stock Appreciation Rights. A SAR is an award entitling the participant receiving such award, upon exercise, to receive a number of shares of our common stock, or cash (or a combination of shares of our common stock and cash) determined by reference to appreciation, from and after the date of grant, in the fair market value of a share of our common stock over the measurement price. The 2020 Plan provides that the measurement price of a SAR may not be less than the fair market value of our common stock on the date the SAR is granted (provided, however, that if our Board of Directors approves the grant of a SAR effective as of a future date, the measurement price shall not be less than 100% of the fair market value on such future date) and that SARs may not be granted with a term in excess of 10 years. No SARs granted under the 2020 Plan may contain a provision entitling the participant to the automatic grant of additional SARs in connection with any exercise of the original SAR. No SARs granted under the 2020 Plan may provide for the payment or accrual of dividend equivalents.
Limitation on Repricing of Options or SARs. With respect to options and SARs, unless such action is approved by stockholders or otherwise permitted under the terms of the 2020 Plan in connection with certain changes in capitalization and reorganization events, we may not (i) amend any outstanding option or SAR granted under the 2020 Plan to provide an exercise price or measurement price per share that is lower than the then-current exercise price or measurement price per share of such outstanding option or SAR, (ii) cancel any outstanding option or SAR (whether or not granted under the 2020 Plan) and grant in substitution therefor new awards under the 2020 Plan (other than certain substitute awards issued in connection with an acquisition by us, described above) covering the same or a different number of shares of our common stock and having an exercise price or measurement price per share lower than the then-current exercise price or measurement price per share of the canceled option or SAR, (iii) cancel in exchange for a cash payment any outstanding option or SAR with an exercise price or measurement price per share above the then-current fair market value of our common stock, or (iv) take any other action under the 2020 Plan that constitutes a “repricing” within the meaning of the rules of the Nasdaq Stock Market.
Restricted Stock Awards. Restricted stock awards entitle a participant to acquire shares of our common stock, subject to our right to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) in the event that the conditions specified in the applicable award are not satisfied prior to the end of the applicable restriction period established for such award. Any dividends (whether paid in cash, stock or property) declared and paid by us with respect to shares of restricted stock will be paid to the participant if and when such shares become free from the restrictions on transferability and forfeitability that apply to such shares.
Restricted Stock Unit Awards. Restricted stock units, or RSUs, entitle a participant to receive shares of our common stock, or cash equal to the fair market value of such shares, to be delivered as soon as practicable after the time such award vests pursuant to the terms and conditions established by our Board of Directors. Our Board of Directors may provide that settlement of RSUs will be deferred, on a mandatory basis or at the election of the participant, in a manner that complies with Section 409A of the Code. A participant has no voting rights with respect to any RSU. Our Board of Directors may provide that a grant of RSUs may provide the participant with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of our common stock. Any such dividend equivalents may be settled in cash and/or shares of our common stock as set forth in the applicable award agreement and will be subject to the same restrictions on transfer and forfeitability as the RSUs with respect to which such dividend equivalents are awarded.
Other Stock-Based and Other Cash-Based Awards. Under the 2020 Plan, our Board of Directors may grant other awards of shares of our common stock, and other awards that are valued in whole or in part by reference to, or are otherwise
based on, shares of our common stock or other property, having such terms and conditions as our Board of Directors may determine. We refer to these types of awards as other stock-based awards. The Company may also grant awards denominated in cash rather than shares of common stock, which we refer to as other cash-based awards. Other stock-based and other cash-based awards may be available as a form of payment in settlement of other awards granted under the 2020 Plan or as payment in lieu of compensation to which a participant is otherwise entitled. Other stock-based awards may be paid in shares of our common stock or in cash, as our Board of Directors may determine. The award agreement of another stock-based or other cash-based award may provide the participant receiving such award with the right to receive dividend equivalents. Dividend equivalents may be settled in cash and/or shares of our common stock as set forth in the applicable award agreement and will be subject to the same restrictions on transfer and forfeitability as the other stock-based or other cash-based award with respect to which they are awarded.
Performance Conditions. Our Board of Directors may specify that the degree of granting, vesting and/or payout of any award subject to performance-based vesting conditions will be subject to the achievement of one or more of the following performance measures established by the Board of Directors, which may be based on the relative or absolute attainment of specified levels of one or any combination of the following measures (and which may be determined pursuant to generally accepted accounting principles (“GAAP”) or on a non-GAAP basis, as determined by the Board of Directors): (i) cash flow, (ii) cost initiatives, (iii) debt ratios and other measures of credit quality or liquidity, (iv) earnings, (v) earnings per share, (vi) economic profit, (vii) economic value added, (viii) enterprise value, (ix) free cash flow, (x) margins (gross or net), (xi) market share, (xii) market value, (xiii) net income, (xiv) operating income; (xv) return on assets, capital, equity or investment, (xvi) revenue (gross or net), (xvii) stock price, (xviii) strategic objectives, (xix) total stockholder return, (xx) advertising revenue, (xxi) digital or on-screen revenue, (xxii) operating income or operating income before depreciation and amortization (OIBDA) or OIBDA margin, (xxiii) earnings before interest, taxes, depreciation and amortization, or (xxiv) any other measure selected by the Board. These goals may reflect absolute entity or business unit performance or a relative comparison to the performance of a peer group of entities or other external measure of the selected performance criteria and may be absolute in their terms or measured against or in relationship to other companies comparably, similarly or otherwise situated. The Board of Directors may specify that such performance measures will be adjusted to exclude any one or more of (A) extraordinary or non-recurring items, (B) gains or losses on the dispositions of discontinued operations, (C) the cumulative effects of changes in accounting principles, (D) the writedown of any asset, (E) fluctuation in foreign currency exchange rates, (F) charges for restructuring and rationalization programs, (G) non-cash, mark-to-market adjustments on derivative instruments, (H) amortization of purchased intangibles, (I) the net impact of tax rate changes, (J) non-cash asset impairment charges, (K) gains on extinguishment of the tax receivable agreement and (L) executive transition costs, (M) compensation expenses or (N) any other factors as the Board may determine. Such performance measures: (x) may vary by participant and may be different for different awards; (y) may be particular to a participant or the department, branch, line of business, subsidiary or other unit in which the participant works; and (z) may cover such period as may be specified by the Board of Directors. The Board of Directors will have the authority to make equitable adjustments to the performance goals in recognition of unusual or non-recurring events affecting the Company or the financial statements of the Company, in response to changes in applicable laws or regulations or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles. Our Board of Directors may adjust the cash or number of shares payable pursuant to a performance award, and the Board of Directors may, at any time, waive the achievement of the applicable performance measures, including in the case of the death or disability of the participant or a change in control of the Company. Any dividends or dividend equivalents granted in connection with performance awards shall be subject to the same restrictions on transfer and forfeitability as the award with respect to which they are granted.
Eligibility to Receive Awards
All of the company’s employees, officers, and directors, as well as our consultants and advisors, are eligible to receive awards under the 2020 Plan. For this purpose, “company” includes all present and future parent and subsidiary corporations, and any other business venture in which we have a controlling interest, as determined by our Board of Directors (subject to limitations under Section 409A of the Code but including, for the avoidance of doubt, National CineMedia, LLC). However, incentive stock options may only be granted to our employees, employees of our present or future parent or subsidiary corporations, and employees of any other entities the employees of which are eligible to receive incentive stock options under the Code.
Transferability of Awards
Awards may not be sold, assigned, transferred, pledged or otherwise encumbered by a participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution or, other than in the case of an incentive stock option, pursuant to a qualified domestic relations order. During the life of the participant, awards are exercisable only by the participant. However, except with respect to awards that are subject to Section 409A of the Code, our Board of Directors may permit or provide in an award for the gratuitous transfer of the award by the participant to or for the benefit of any immediate family member, family trust or other entity established for the benefit of the participant and/or an immediate family member
thereof if we would be eligible to use a Form S-8 under the Securities Act of 1933, as amended, for the registration of the sale of the common stock subject to such award to the proposed transferee. Further, we are not required to recognize any transfer until such time as the participant and the permitted transferee have, as a condition to the transfer, delivered to us a written instrument in form and substance satisfactory to us confirming that such transferee will be bound by all of the terms and conditions of the award. None of the restrictions described in this paragraph prohibit a transfer from the participant to the Company.
No Rights as a Stockholder; Clawback
No participant shall have any rights as a stockholder with respect to any shares of common stock to be issued with respect to an award granted under the 2020 Plan until becoming a record holder of such shares, subject to the terms of an award agreement. In accepting an award under the 2020 Plan, a participant agrees to be bound by any clawback policy that we have in effect or may adopt in the future.
Plan Benefits
As of September 8, 2023, approximately 290 persons were eligible to receive awards under the 2020 Plan, including the Company’s 286 employees (excluding officers), 4 officers (all of whom are also employees), and 8 directors (excluding our Chief Executive Officer, who is an officer). As of September 8, 2023, the Company had no advisors or consultants eligible to receive an award. The granting of awards under the 2020 Plan is discretionary, and the Company cannot now determine the number or type of awards to be granted in the future to any particular person or group. The Company’s NEOs and directors have an interest in this proposal due to their participation in the 2020 Plan. The Fiscal 2021 Summary Compensation Table and the Fiscal 2022 Grants of Plan-Based Awards Table set forth information with respect to equity awards previously granted to our NEOs under the 2020 Plan. Additionally, please see the “Non-Employee Director Compensation” section for a description of our non-employee director compensation program and equity awards granted to our non-employee directors under the 2020 Plan.
On September 8, 2023, the last reported sale price of our common stock on the Nasdaq Global Select Market was $4.63.
Administration
The 2020 Plan is administered by our Board of Directors. Our Board of Directors has the authority to grant awards and to adopt, amend and repeal the administrative rules, guidelines and practices relating to the 2020 Plan that it deems advisable and to construe and interpret the provisions of the 2020 Plan and any award agreements entered into under the 2020 Plan. Our Board of Directors may correct any defect, supply any omission or reconcile any inconsistency in the 2020 Plan or any award. All actions and decisions by our Board of Directors with respect to the 2020 Plan and any awards made under the 2020 Plan will be made in our Board of Directors’ discretion and will be final and binding on all persons having or claiming any interest in the 2020 Plan or in any award.
Pursuant to the terms of the 2020 Plan, our Board of Directors may delegate any or all of its powers under the 2020 Plan to one or more committees or subcommittees of our Board of Directors. The Board of Directors has authorized the Compensation Committee to administer certain aspects of the 2020 Plan, including the granting of awards to executive officers. Subject to the requirements of applicable law (including, as applicable, Sections 152 and 157(c) of the General Corporation Law of the State of Delaware), the Board of Directors may delegate to one or more officers of the Company the power to grant awards to employees or officers of the Company and to exercise such other powers under the 2020 Plan as the Board of Directors may determine; provided, however, that the Board of Directors shall fix the terms of awards to be granted by such officers (including the exercise price of such awards, which may include a formula by which the exercise price will be determined), the maximum number of shares subject to awards that the officers may grant, and the time period in which the awards may be granted; and, provided further, that no officer will be authorized to grant awards to any “executive officer” of the Company (as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, or to any “officer” of the Company (as defined in Rule 16a-1 under the Exchange Act)).
Subject to any applicable limitations contained in the 2020 Plan, the Board of Directors, the Compensation Committee, or any other committee or officer to whom the Board of Directors delegates authority, as the case may be, selects the recipients of awards and determines (i) the number of shares of common stock or other consideration covered by awards and the terms and conditions of such awards, including the dates upon which such awards become exercisable or otherwise vest, (ii) the exercise or measurement price of awards, if any, and (iii) the duration of awards.
Each award under the 2020 Plan may be made alone or in addition or in relation to any other award. The terms of each award need not be identical, and our Board of Directors need not treat participants uniformly. Our Board of Directors will determine the effect on an award of the disability, death, termination or other cessation of employment, authorized leave of absence or other change in the employment or other status of a participant, and the extent to which, and the period during which, the participant (or the participant’s legal representative, conservator, guardian or designated beneficiary) may exercise
rights or receive any benefits under an award. The Board of Directors may at any time provide that any award shall become immediately exercisable in whole or in part, free from some or all restrictions or conditions or otherwise realizable in whole or in part, as the case may be.
In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of our common stock, other than an ordinary cash dividend, we are required to make equitable adjustments (or make substituted awards, as applicable), in the manner determined by our Board of Directors, to (i) the number and class of securities available under the 2020 Plan, (ii) the share counting rules set forth in the 2020 Plan, (iii) the sublimit contained in the 2020 Plan, (iv) the number and class of securities and exercise price per share of each outstanding option, (v) the share- and per-share provisions and the measurement price of each outstanding SAR, (vi) the number of shares subject to and the repurchase price per share subject to each outstanding award of restricted stock, and (vii) the share and per-share-related provisions and the purchase price, if any, of each outstanding RSU award and each outstanding other stock-based award.
We will indemnify and hold harmless each director, officer, employee or agent to whom any duty or power relating to the administration or interpretation of the 2020 Plan has been or will be delegated against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with our Board of Directors’ approval) arising out of any act or omission to act concerning the 2020 Plan unless arising out of such person’s own fraud or bad faith.
Amendment of awards. Except as otherwise provided under the 2020 Plan with respect to repricing outstanding stock options or SARs, our Board of Directors may amend, modify or terminate any outstanding award, including but not limited to, substituting therefor another award of the same or a different type, changing the date of exercise or realization, and converting an incentive stock option to a nonstatutory stock option, provided that the participant’s consent to any such action will be required unless our Board of Directors determines that the action, taking into account any related action, does not materially and adversely affect the participant’s rights under the 2020 Plan or the change is otherwise permitted under the terms of the 2020 Plan in connection with a change in capitalization or reorganization event.
Reorganization Events
The 2020 Plan contains provisions addressing the consequences of any reorganization event. A reorganization event is defined under the 2020 Plan as (i) any merger or consolidation of us with or into another entity as a result of which all of our common stock is converted into or exchanged for the right to receive cash, securities or other property, or is canceled, (ii) any transfer or disposition of all of our common stock for cash, securities or other property pursuant to a share exchange or other transaction or (iii) our liquidation or dissolution.
Provisions Applicable to Awards Other than Restricted Stock. Under the 2020 Plan, if a reorganization event occurs, our Board of Directors may take any one or more of the following actions as to all or any (or any portion of) outstanding awards other than restricted stock on such terms as our Board of Directors determines (except to the extent specifically provided otherwise in an applicable award agreement or another agreement between a participant and us): (i) provide that such awards shall be assumed, or substantially equivalent awards shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to a participant, provide that all of the participant’s unvested awards will be forfeited immediately before the reorganization event and/or that all of the participant’s unexercised awards will terminate immediately prior to the consummation of such reorganization event unless exercised by the participant (to the extent then exercisable) within a specified period following the date of such notice, (iii) provide that outstanding awards shall become exercisable, realizable, or deliverable, or restrictions applicable to an award shall lapse, in whole or in part prior to or upon such reorganization event, (iv) in the event of a reorganization event under the terms of which holders of our common stock will receive upon consummation thereof a cash payment for each share surrendered in the reorganization event, which we refer to as the Acquisition Price, make or provide for a cash payment to participants with respect to each award held by a participant equal to (A) the number of shares of our common stock subject to the vested portion of the award (after giving effect to any acceleration of vesting that occurs upon or immediately prior to such reorganization event) multiplied by (B) the excess, if any, of (I) the Acquisition Price over (II) the exercise, measurement or purchase price of such award and any applicable tax withholdings, in exchange for the termination of such award, (v) provide that, in connection with our liquidation or dissolution, awards shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise, measurement or purchase price thereof and any applicable tax withholdings) and (vi) any combination of the foregoing. Our Board of Directors is not obligated to treat all awards, all awards held by a participant, or all awards of the same type, identically. Certain restricted stock unit awards that are subject to Section 409A of the Code will be settled in accordance with the terms of the applicable award agreement.
Provisions Applicable to Restricted Stock. Upon the occurrence of a reorganization event other than our liquidation or dissolution, our repurchase and other rights with respect to outstanding restricted stock will inure to the benefit of our successor and will, unless our Board of Directors determines otherwise, apply to the cash, securities or other property which our common stock was converted into or exchanged for pursuant to such reorganization event in the same manner and to the same extent as
they applied to such restricted stock. However, our Board of Directors may either provide for termination or deemed satisfaction of such repurchase or other rights under the instrument evidencing any restricted stock or any other agreement between a participant and us, either initially or by amendment or provide for forfeiture of such restricted stock if issued at no cost. Upon the occurrence of a reorganization event involving our liquidation or dissolution, except to the extent specifically provided to the contrary in the instrument evidencing any award of restricted stock or any other agreement between the participant and us, all restrictions and conditions on all restricted stock then outstanding shall automatically be deemed terminated or satisfied.
Change of Control
The 2020 Plan also contains provisions addressing the consequences of any Change of Control (as defined in the 2020 Plan). Except to the extent otherwise provided in the instrument evidencing an award or in any other agreement, in the event that the participant’s employment is terminated by the Company or its successor without cause (as defined in the 2020 Plan) or by the participant for good reason (as defined in the 2020 Plan), in each case on or before the first anniversary of the date of the Change of Control, then:
all awards other than restricted stock awards held by such participant shall automatically become exercisable, realizable or deliverable in full or restrictions applicable to such awards will lapse in full; and
the restrictions and conditions on all restricted stock awards then held by the participant will be deemed waived in full.
Provisions for Foreign Participants
The Board of Directors may establish one or more sub-plans under the 2020 Plan to satisfy applicable securities, tax or other laws of various jurisdictions. The Board of Directors will establish such sub-plans by adopting supplements to the 2020 Plan containing any limitations on the Board of Director’s discretion under the 2020 Plan and any additional terms and conditions not otherwise inconsistent with the 2020 Plan as the Board of Directors deems necessary or desirable. All supplements adopted by the Board of Directors will be deemed to be part of the 2020 Plan, but each supplement will only apply to participants within the affected jurisdiction.
Amendment or Termination
No award may be granted under the 2020 Plan after April 28, 2030, but awards previously granted may extend beyond that date. Our Board of Directors may amend, suspend or terminate the 2020 Plan or any portion of the 2020 Plan at any time, except that (i) no amendment may be made to the plan to permit an option or SAR to be repriced without stockholder approval and (ii) no amendment that would require stockholder approval under the rules of the national securities exchange on which we then maintain our primary listing may be made effective unless and until such amendment has been approved by our stockholders. If the national securities exchange on which we then maintain our primary listing does not have rules regarding when stockholder approval of amendments to equity compensation plans is required (or if our common stock is not then listed on any national securities exchange), no amendment of the 2020 Plan materially increasing the number of shares authorized under the plan, expanding the types of awards that may be granted under the plan or materially expanding the class of participants eligible to participate in the plan will be effective unless and until the our stockholders approve such amendment. If at any time the approval of our stockholders is required as to any other modification or amendment under Section 422 of the Code or any successor provision with respect to incentive stock options, our Board of Directors may not effect such modification or amendment without such approval. Unless otherwise specified in the amendment, any amendment to the 2020 Plan adopted in accordance with the procedures described above will apply to, and be binding on the holders of, all awards outstanding under the 2020 Plan at the time the amendment is adopted, provided that our Board of Directors determines that such amendment, taking into account any related action, does not materially and adversely affect the rights of participants under the 2020 Plan. No award will be made that is conditioned on stockholder approval of any amendment to the 2020 Plan unless the award provides that (i) it will terminate or be forfeited if stockholder approval of such amendment is not obtained within 12 months from the date the award was granted and (ii) it may not be exercised or settled (or otherwise result in the issuance of shares of our common stock) prior to the receipt of such stockholder approval.
If the stockholders do not approve the Amendment, we will continue to grant awards under the 2020 Plan with the shares remaining available for issuance thereunder, however, such number of shares is not sufficient to satisfy the equity granting needs of the Company.
Federal Income Tax Consequences
The following is a summary of the United States federal income tax consequences that generally will arise with respect to awards granted under the 2020 Plan. This summary is based on the federal tax laws in effect as of the date of this proxy statement. In addition, this summary assumes that all awards are exempt from, or comply with, the rules under Section 409A of the Code regarding nonqualified deferred compensation. Changes to these laws could alter the tax consequences described below.
Incentive Stock Options. A participant will not have income upon the grant of an incentive stock option. Also, except as described below, a participant will not have income upon exercise of an incentive stock option if the participant has been employed by NCM at all times beginning with the option grant date and ending three months before the date the participant exercises the option. If the participant has not been so employed during that time, then the participant will be taxed as described below under “Nonstatutory Stock Options.” The exercise of an incentive stock option may subject the participant to the alternative minimum tax.
A participant will have income upon the sale of the stock acquired under an incentive stock option at a profit (if sales proceeds exceed the exercise price). The type of income will depend on when the participant sells the stock. If a participant sells the stock more than two years after the option was granted and more than one year after the option was exercised, then all of the profit will be long-term capital gain. If a participant sells the stock prior to satisfying these waiting periods, then the participant will have engaged in a disqualifying disposition and a portion of the profit will be ordinary income and a portion may be capital gain. This capital gain will be long-term if the participant has held the stock for more than one year and otherwise will be short-term. If a participant sells the stock at a loss (sales proceeds are less than the exercise price), then the loss will be a capital loss. This capital loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.
Nonstatutory Stock Options. A participant will not have income upon the grant of a nonstatutory stock option. A participant will have compensation income upon the exercise of a nonstatutory stock option equal to the value of the stock on the day the participant exercised the option less the exercise price. Upon sale of the stock, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the day the option was exercised. This capital gain or loss will be long-term if the participant has held the stock for more than one year and otherwise will be short-term.
Stock Appreciation Rights. A participant will not have income upon the grant of a stock appreciation right. A participant generally will recognize compensation income upon the exercise of a SAR equal to the amount of the cash and the fair market value of any stock received. Upon the sale of the stock, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the day the SAR was exercised. This capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.
Restricted Stock Awards. A participant will not have income upon the grant of restricted stock unless an election under Section 83(b) of the Code is made within 30 days of the date of grant. If a timely 83(b) election is made, then a participant will have compensation income equal to the value of the stock less the purchase price. When the stock is sold, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the date of grant. If the participant does not make an 83(b) election, then when the stock vests the participant will have compensation income equal to the value of the stock on the vesting date less the purchase price. When the stock is sold, the participant will have capital gain or loss equal to the sales proceeds less the value of the stock on the vesting date. Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.
Restricted Stock Units. A participant will not have income upon the grant of a restricted stock unit. A participant is not permitted to make a Section 83(b) election with respect to a restricted stock unit award. When the restricted stock unit vests, the participant will have income on the vesting date in an amount equal to the fair market value of the stock on the vesting date less the purchase price, if any. When the stock is sold, the participant will have capital gain or loss equal to the sales proceeds less the value of the stock on the vesting date. Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.
Other Stock-Based Awards. The tax consequences associated with any other stock-based award granted under the 2020 Plan will vary depending on the specific terms of such award. Among the relevant factors are whether or not the award has a readily ascertainable fair market value, whether or not the award is subject to forfeiture provisions or restrictions on transfer, the nature of the property to be received by the participant under the award, and the participant’s holding period and tax basis for the award or underlying common stock.
Tax Consequences to the Company. The Company will be entitled to a deduction when a participant has compensation income, subject to the limitations of Section 162(m) of the Code.
Registration with the SEC
If our stockholders approve the Amendment, the Company intends to file a Registration Statement on Form S-8 with the SEC with respect to the additional shares of common stock available for issuance under the 2020 Plan, as amended, as soon as reasonably practicable following stockholder approval.
Vote Required
Approval of the foregoing resolution by our stockholders requires the affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on this Proposal No. 4.
Recommendation
Our Board of Directors recommends that stockholders vote FOR Proposal No. 4, and approve the Amendment, as presented in this proxy statement.
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PROPOSAL NO. 5:
RATIFICATION OF INDEPENDENT AUDITORS
A resolution will be presented at the Annual Meeting to ratify the appointment by our Audit Committee of the firm Deloitte & Touche LLP as independent auditors to audit our financial statements for the fiscal year ending December 28, 2023, and to perform other approved accounting services.
Ratification by our stockholders of the selection of Deloitte & Touche LLP as our independent auditors is not required by applicable law, our Third Amended and Restated Certificate of Incorporation, our Amended and Restated Bylaws or otherwise. However, our Board of Directors considers the selection of our independent auditors to be an important matter of stockholder concern and is submitting the selection of Deloitte & Touche LLP for ratification by stockholders as a matter of good corporate practice. If the stockholders do not ratify the selection of Deloitte & Touche LLP as our independent auditors, our Audit Committee will reconsider whether to retain Deloitte & Touche LLP. Even if the selection of Deloitte & Touche LLP is ratified, our Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if it determines that such a change would be in the best interest of the Company and its stockholders.
Representatives of Deloitte & Touche LLP are expected to be present at our Annual Meeting, will have the opportunity to make a statement if they wish to do so, and will be available to respond to appropriate questions.
Fees Paid to Independent Auditors
We paid Deloitte & Touche LLP, the Company’s independent registered public accounting firm for fiscal years 2022 and 2021, the following amounts: 
20222021
Audit Fees (1)$1,208,989 $1,015,536 
Audit Related Fees — — 
Total Audit and Related Fees1,208,989 1,015,536 
Tax Fees— — 
All Other Fees— — 
Total Fees$1,208,989 $1,015,536 
 
(1) In 2022 and 2021, audit fees included $182,500 and $20,000, respectively, of fees for the issuance of consents and other procedures in connection with registration statement filings and other finance transactions.
Pre-Approval Policies and Procedures
All auditing services, internal control-related services, and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by our independent auditors must be approved by our Audit Committee in advance, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(l)(B) of the Exchange Act that are approved by our Audit Committee prior to the completion of the audit. Our Audit Committee may form and delegate authority to subcommittees consisting of one or more of its members or may delegate authority to one or more members, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that all decisions to grant pre-approvals pursuant to such delegated authority will be presented to the entire Audit Committee at its next scheduled meeting. Effective with the completion of our initial public offering in February 2007, all of our independent auditors’ services were pre-approved by our Audit Committee.
Vote Required
The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on this proposal is required to approve Proposal No. 5.
Recommendation
Our Board of Directors recommends that stockholders vote FOR Proposal No. 5.
14


AUDIT COMMITTEE REPORT
The charter of our Audit Committee specifies that the purpose of the Committee is to assist our Board in the oversight of management’s processes and activities relating to the following:
 
maintaining the reliability and integrity of our accounting policies, financial reporting practices and financial statements;
the independent auditor’s qualifications and independence;
the performance of our internal audit function and independent auditor; and
confirming compliance with laws and regulations, and the requirements of any stock exchange or quotation system on which our securities may be listed.
As part of fulfilling its responsibilities, our Audit Committee reviewed and discussed the audited consolidated financial statements of NCM, Inc. for fiscal year ended December 29, 2022 with management and discussed those matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC, as well as all other matters required to be discussed with Deloitte & Touche LLP, our independent registered public accounting firm. Our Audit Committee received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the PCAOB regarding Deloitte & Touche LLP’s communications with our Audit Committee concerning independence, and has discussed that firm’s independence with representatives of the firm with respect to NCM, Inc.
Based upon our Audit Committee’s review of the audited consolidated financial statements and its discussions with management and Deloitte & Touche LLP, our Audit Committee recommended that our Board of Directors include the audited consolidated financial statements for the fiscal year ended December 29, 2022 in NCM, Inc.’s Annual Report on Form 10-K filed with the SEC.
 
  Audit Committee of National CineMedia, Inc.
  Juliana F. Hill, Chair
David E. Glazek
Jean-Phillippe Maheu
  

15


VOTING SECURITIES AND PRINCIPAL HOLDERS
Beneficial Ownership
Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power over securities. Except in