National CineMedia, Inc. (NASDAQ:NCMI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
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Departure of Directors or Certain Officers; Election of |
On February 21, 2017, the Compensation Committee of the Board of
Directors of the Company reviewed the 2016 performance-based
bonus awards for the Chief Executive Officer, President, Chief
Financial Officer and the EVP and General Counsel to determine
whether and to what extent the performance goals established by
the Committee for 2016 had been achieved.These cash bonus awards
were granted to the Executive Performance Bonus Plan for
executive officers adopted by the Compensation Committee on March
13, 2013 and approved by stockholders on May 1, 2013.
Executive Performance Bonus Plan
2016 Performance Bonus Award Measurement
For 2016, the annual performance bonus was based (i) 50% on
achievement of Adjusted OIBDA for compensation purposes and (ii)
50% on adjusted advertising revenue targets.The stretch bonus for
achievement above 50% of the target bonus continued to be based
50% upon Adjusted OIBDA for compensation purposes.
The performance bonus potential that is based on Adjusted OIBDA
for Compensation Purposes (a non-GAAP measure defined as
operating income plus depreciation and amortization, share-based
compensation expense, merger-related administrative costs, CEO
transition costs, make-good liability shifted into 2017 and
barter revenue, net of expense, minus revenue from advertising by
NCM LLCs founding members beverage supplier) target achieved as
follows.Straight line interpolation is applied to performance
between the levels shown.
|
Percentage of Adjusted OIBDA for Compensation Purposes Target Achieved |
% of Target Bonus |
|
|
Less than 80% |
0% |
|
|
80% |
25% |
|
|
95% |
90% |
|
|
50% |
50% |
|
The performance bonus potential that is based on adjusted
advertising revenue (a non-GAAP measure defined as advertising
revenue plus adjusting items) target achieved as follows.
Straight line interpolation is applied to performance between the
levels shown.
|
Percentage of Adjusted Advertising Revenue Target |
% of Target Bonus |
|
|
Less than 80% |
0% |
|
|
80% |
50% |
|
|
90% |
80% |
|
|
95% |
90% |
|
|
50% |
50% |
|
The 2016 Stretch Bonus potential is 50% of the product of (a) the
performance bonus paid times (b) the percentage obtained by
dividing (i) the percentage that Adjusted OIBDA for Compensation
Purposes is in excess of budget (capped at 10% and expressed as a
whole number) by (ii) 10.
Results under the 2016 Performance Criteria
Based on the actual operating results of the Company, the
Adjusted OIBDA for Compensation Purposes was 94.1% of the
performance bonus target and Adjusted Advertising Revenue was
95.1% of the performance bonus target.
2016 Cash Bonus Payments
Based on the performance against targets and taking into
consideration the factors below, on February 21, 2017, the
Compensation Committee of the Company approved payment of the
following cash bonuses for 2016 under the Executive Performance
Bonus Plan:
|
Performance Bonus |
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|
Adjusted OIBDA for Compensation Purposes (50% weighting) |
Adjusted Advertising Revenue (50% weighting) |
Total |
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|
Name |
Target Award as a % of Salary (1) |
Actual Achievement as a % of Target |
Actual Award as a % of Target |
Actual Achievement as a % of Target |
Actual Award as a % of Target |
Actual Award as a % of Target |
Total Award Amount |
||||||||||||||||||
|
Andrew J. England |
50% |
94.1% |
86.0% |
95.1% |
90.2% |
88.1% |
$ |
660,464 |
|||||||||||||||||
|
Clifford E. Marks |
50% |
94.1% |
86.0% |
95.1% |
90.2% |
88.1% |
$ |
741,041 |
|||||||||||||||||
|
Katherine L. Scherping |
75% |
100.0% |
100.0% |
100.0% |
100.0% |
100.0% |
$ |
116,393 |
(2) |
||||||||||||||||
|
Ralph E. Hardy |
75% |
94.1% |
86.0% |
95.1% |
90.2% |
88.1% |
$ |
200,905 |
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|
(1) |
Percentage of base salary determined at the end of our |
|
(2) |
to Ms. Scherpings employment agreement, her bonus payment |
About National CineMedia, Inc. (NASDAQ:NCMI)
National CineMedia, Inc. (NCM, Inc.) is a holding company that manages its consolidated subsidiary National CineMedia, LLC (NCM LLC). NCM LLC operates the digital in-theatre media network in North America, through which it sells in-theatre and online advertising and promotions. The Company is engaged in advertising business. It operates through advertising segment. The Company’s advertising and entertainment pre-show, FirstLook, lobby entertainment network (LEN) and programming are distributed across its digital content network (DCN) utilizing its digital content software (DCS). NCM, Inc. has no business operations or material assets. Its on-screen digital FirstLook pre-feature show consists of national and local advertising, as well as behind the scenes making-of and other entertainment content provided by its content partners and other clients. The Company’s Lobby Entertainment Network (LEN) has approximately 3,104 screens in over 1,519 theatres connected to its DCN. National CineMedia, Inc. (NASDAQ:NCMI) Recent Trading Information
National CineMedia, Inc. (NASDAQ:NCMI) closed its last trading session up +0.53 at 12.61 with 1,795,332 shares trading hands.
