The new arrangement replaces the contract from 2012, when Tim Warner replaced Alan Stock after he retired. That deal was set to expire in April but was subject to a one-year extension. With the new agreement, Cinemark “will continue to benefit from [Warner's] global growth and management experience,” Chairman Lee Roy Mitchell says. The exhibition chain also seemed to anoint Robert Copple as heir apparant, promoting him to President and Chief Operating Officer from CFO. In the new job, Warner says, Copple “will remain engaged in the day-to-day operations of the company and will be more available to help execute global strategic initiatives. Specifically, Robert will direct the efforts of our domestic company’s senior management team, while working more directly and on a broader basis with Valmir Fernandes, President of Cinemark International, on strategic initiatives such as FLIX Media and alternative content.”
The exhibition company gave Tim Warner — who had overseen Cinemark‘s expansion in Latin America — a nice raise in February 2012, when he took the top job following the retirement of Alan Stock. The CEO’s new package included $700,000 salary, $2.1M in stock awards, $933,310 in non-equity compensation, and $207,655 in other compensation, according to the proxy filed at the SEC today. Stock ended up with $1.6M, mostly consisting of a $1.3M consulting fee. Warner’s compensation equals 1.7 times the median for Cinemark’s four other highest-paid current executives — well below the threshold that causes concern for corporate governance watchdogs. Company shares appreciated 36.7% last year.
The exhibition chain has been receiving crisis management advice from Abernathy MacGregor Group, and continues to stick by its strategy of refusing to publicly discuss last month’s shootings at a Cinemark-owned theater in Aurora or the fallout from it. In a conference call with analysts this morning, CEO Tim Warner thanked officials and ordinary citizens who helped during and after the shootings — but said he wouldn’t discuss it further “out of respect to the victims and their families.” The company framed the issue the same way when it told analysts on the call to “please refrain from asking questions” about the matter. They followed instructions and didn’t inquire about one of the most important issues involving Cinemark and the exhibition industry. Separately, The Denver Post reported this morning that the chain declined to say whether there was an alarm that was disabled on the rear door that the accused shooter, James Holmes, used to enter the theater.
Although he just retired as CEO of Cinemark, Alan Stock won’t have to worry about being able to afford the large sized popcorn when he visits the theater. His new job as a consultant for the No. 3 exhibition chain will pay him $1.3M for the rest of 2012, $1M for 2013, and $333,675 for the first four months of 2014, the company says in an SEC filing. He’ll also continue to participate in Cinemark’s welfare benefit plans and insurance programs. He can’t join or assist a competitor during the consulting period, but can invest in up to five theaters as long as they’re at least 25 miles away from a Cinemark venue. He’s subject to a confidentiality agreement “during the Term and thereafter to the fullest extent permitted by law.” Stock and Cinemark also agreed not to say anything nasty about each other. The company said yesterday that Stock wanted to retire, and has been replaced by Tim Warner.
PLANO, Texas, February 15, 2012 – Lee Roy Mitchell, Chairman of the Board of Cinemark Holdings Inc announced today that Tim Warner, who led the Company’s expansion throughout Latin America as the President of Cinemark International before becoming President of the domestic circuit in 2006, has been promoted to the position of Chief Executive Officer. The appointment follows notification by Alan Stock, who has served as Chief Executive Officer since December 2006, of his decision to step down from his current leadership position and retire from Cinemark. Mr. Stock will serve in a transitional role at Cinemark through May 1, 2012 and continue in an advisory role as a consultant for the Company for a two year period thereafter.