National CineMedia, Inc. 8-K

What Happened National CineMedia, Inc. announced on December 23, 2025 (via Form 8‑K) that it extended the employment agreements for CEO Thomas F. Lesinski and Chief Legal Officer & Secretary Maria V. Woods through December 31, 2028. The Lesinski amendment is effective January 1, 2026; the Woods amendment is effective December 31, 2025. The amendments increase base pay and set target annual bonus and long‑term incentive provisions for both executives.

Key Details

• Thomas F. Lesinski (CEO):
  • Annual base salary increased to $1,000,000.
  • Eligible for annual cash bonus with a target equal to 100% of base salary.
  • Eligible for annual long‑term incentive awards with grant‑date fair value of at least $1,000,000 (terms set by the Compensation Committee).
  • Will receive 1,500,000 stock options in 2026; vesting thresholds to be determined by the Compensation Committee.
  • Involuntary termination without “Cause”: cash payment = 150% of base salary + 150% of target bonus (subject to release).
  • Involuntary termination within 12 months after a “Change in Control”: cash payment = 200% of base salary + 200% of target bonus, plus up to 12 months of after‑tax COBRA premium reimbursement (subject to release).
• Maria V. Woods (CLO & Secretary):
  • Annual base salary increased to $485,000.
  • Eligible for annual cash bonus with a target equal to 75% of base salary.
  • Eligible for annual long‑term incentive awards as determined by the Compensation Committee.
• Both agreements otherwise remain generally consistent with prior employment terms described in the company’s 2025 Proxy Statement.

Why It Matters These amendments formally commit the company to higher cash and equity compensation levels for its CEO and CLO through 2028 and establish specific severance protections for the CEO, including enhanced pay in the event of termination or a change in control. For investors, key items to watch are the timing and terms of the 1,500,000 options grant and future long‑term incentive awards (which can affect compensation expense and potential share dilution), as well as any payments if a qualifying termination occurs. The full agreements are filed as exhibits to the 8‑K for further detail.