National CineMedia : 2023 Proxy Statement

2023

PROXY STATEMENT

NATIONAL CINEMEDIA, INC.

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:

Proposal

To 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;

• To approve, on an advisory basis, our executive compensation;

• To consider an advisory vote on the frequency of future executive compensation advisory votes;

• To approve an increase in the number of shares available under the 2020 Omnibus Incentive Plan;

• To ratify the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 28, 2023; and

• To transact such other business as may properly come before the meeting and at any adjournments or postponements of the meeting.

Board Recommendation

• FOR each director nominee
• FOR
• Every ONE YEAR
• FOR
• FOR

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.

Centennial, Colorado	Maria V. Woods
September 18, 2023	Executive Vice President, General Counsel and Secretary

TABLE OF CONTENTS
PROXY SUMMARY	1
GENERAL INFORMATION	3
PROPOSAL NO. 1: ELECTION OF DIRECTORS	7
Board Composition	7
Business Experience of the Nominees	8
Vote Required	11
Recommendation	11
Independence of Our Board of Directors	11
Company Leadership Structure	11
Board's Role in Risk Oversight	11
Compensation Risk Assessment	12
Meetings of Our Board of Directors and Standing Committees	12
STOCKHOLDER COMMUNICATIONS	15
COMPENSATION DISCUSSION AND ANALYSIS	16
Introduction	16
Executive Summary	16
Detailed Discussion & Analysis	19
Stockholder Say-on-PayVote	23
Adjusted Advertising Revenue for Compensation Purposes and Free Cash Flow	24
Other Policies	24
COMPENSATION COMMITTEE REPORT	26
EXECUTIVE COMPENSATION TABLES	26
Fiscal 2022 Summary Compensation Table	27
Fiscal 2022 Grants of Plan-BasedAwards	28
Outstanding Equity Awards at December 29, 2022	29
Stock Vested During Fiscal 2022	30
Potential Payments Upon Termination or Change in Control	31
Employment Agreements	32
Non-EmployeeDirector Compensation	35
Fiscal 2022 Non-EmployeeDirector Compensation	35
EQUITY COMPENSATION PLAN INFORMATION	37
PROPOSAL NO. 2: ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION	38
Vote Required	38
Recommendation	38
PROPOSAL NO. 3: ADVISORY VOTE ON THE FREQUENCY OF FUTURE EXECUTIVE COMPENSATION
ADVISORY VOTES	39
Vote Required	39
Recommendation	39
PROPOSAL NO. 4: APPROVAL OF INCREASE IN NUMBER OF SHARES AVAILABLE UNDER THE 2020
OMNIBUS INCENTIVE PLAN	40
Summary	40
Highlights of the 2020 Plan, as amended	41
Information Regarding Overhang and Dilution	41
Description of the 2020 Plan	42
Registration with the SEC	49
Vote Required	49
Recommendation	49

PROPOSAL NO. 5: RATIFICATION OF INDEPENDENT AUDITORS	50
Fees Paid to Independent Auditors	50
Pre-ApprovalPolicies and Procedures	50
Vote Required	50
Recommendation	50
AUDIT COMMITTEE REPORT	51
VOTING SECURITIES AND PRINCIPAL HOLDERS	52
Beneficial Ownership	52
Share Ownership, Anti-Hedging, Anti-Pledgingand Clawback Policies	53
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	53
General	53
Transactions with Founding Members	53
Other Transactions	57
Transactions with NCM LLC	58
Review, Approval or Ratification of Transactions with Related Persons	58
CODE OF BUSINESS CONDUCT AND ETHICS	59
DELINQUENT SECTION 16(a) REPORTS	59
PROPOSALS OF STOCKHOLDERS	59
OTHER BUSINESS	60