DEF 14A 1 tm212577-1_def14a.htm DEF14A tm212577-1_def14a - none - 7.2500497s
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
(Amendment No.  )
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Soliciting Material Pursuant to § 240.14a-12
THE MARCUS CORPORATION
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THE MARCUS CORPORATION
[MISSING IMAGE: lg_marcus-blk.jpg]
100 East Wisconsin Avenue, Suite 1900
Milwaukee, Wisconsin 53202-4125
NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS
To Be Held Thursday, May 6, 2021
To the Shareholders of
THE MARCUS CORPORATION
NOTICE IS HEREBY GIVEN THAT the 2021 Annual Meeting of Shareholders of THE MARCUS CORPORATION will be held on Thursday, May 6, 2021, at 9:00 a.m., Central Time, online via live webcast, in which you can submit questions and vote online, at www.virtualshareholdermeeting.com/MCS2021 for the following purposes:
1.
to elect as directors the ten nominees named in the attached proxy statement;
2.
to approve the amendment and restatement of our 2004 Equity and Incentive Awards Plan;
3.
to approve, by advisory vote, the compensation of our named executive officers as disclosed in the attached proxy statement;
4.
to ratify the selection of Deloitte & Touche LLP as our independent auditor for our fiscal year ending December 30, 2021; and
5.
to consider and act upon any other business that may be properly brought before the meeting or any postponement or adjournment thereof.
Only holders of record of our Common Stock and Class B Common Stock as of the close of business on March 5, 2021, will be entitled to notice of, and to vote at, the virtual annual meeting and any postponement or adjournment thereof. Shareholders may vote online or by proxy. The holders of our Common Stock will be entitled to one vote per share and the holders of our Class B Common Stock will be entitled to ten votes per share on each matter submitted for shareholder consideration. If you are a shareholder and wish to access the virtual 2021 Annual Meeting of Shareholders, please visit: www.virtualshareholdermeeting.com/MCS2021. To participate and submit questions in writing during the virtual annual meeting, you will need the 16-digit control number included in your Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting, voting instruction form or proxy card.
Shareholders are cordially invited to attend the virtual annual meeting online via live webcast. You should have already received an Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting with instructions on how to access the proxy materials and vote. As indicated in that Notice, you may view the proxy materials online at www.proxyvote.com and you may also access and complete the proxy card online at www.proxyvote.com. Or if you prefer, you may request a copy of the proxy materials, free of charge, including a hard copy of the proxy card, through the website www.proxyvote.com, by phone at 1-800-579-1639 or by email at sendmaterial@proxyvote.com. Whether or not you expect to attend the virtual annual meeting, you are requested to properly complete the proxy card online at www.proxyvote.com or to obtain, complete, date, sign and promptly return a hard copy of the proxy card, which can be obtained by request through the website, toll free number or email address noted above.
Accompanying this Notice of 2021 Annual Meeting of Shareholders is a proxy statement and form of proxy.
 

 
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to be Held on May 6, 2021
We encourage you to access and review all of the information contained in the proxy statement and accompanying materials before voting. The proxy statement and our 2020 annual report to shareholders are available at www.proxyvote.com. If you want to receive a paper or email copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed above on or before April 22, 2021 to facilitate timely delivery.
IMPORTANT: If you hold your shares in a brokerage account, you should be aware that your broker is not permitted to vote your shares for the election of directors, the approval of the amendment and restatement of our 2004 Equity and Incentive Awards Plan or the approval, by advisory vote, of the compensation of our named executive officers if you do not instruct your broker how to vote within 10 days prior to our Annual Meeting. Therefore, you must affirmatively take action to vote your shares at our virtual Annual Meeting. If you do not, your shares will not be voted with respect to such matters.
On Behalf of the Board of Directors
[MISSING IMAGE: sg_tkissinger-bk.jpg]
Milwaukee, Wisconsin
March 25, 2021
Thomas F. Kissinger
Senior Executive Vice President, General Counsel and Secretary
 

 
THE MARCUS CORPORATION
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PROXY STATEMENT
For
2021 Annual Meeting of Shareholders
To Be Held Thursday, May 6, 2021
This proxy statement and accompanying form of proxy are being furnished to our shareholders beginning on or about March 25, 2021, in connection with the solicitation of proxies by our board of directors for use at our 2021 Annual Meeting of Shareholders to be held on Thursday, May 6, 2021, at 9:00 a.m., Central Time, online via live webcast, in which our shareholders can submit questions and vote online, at www.virtualshareholdermeeting.com/MCS2021 and at any postponement or adjournment thereof (collectively, the “Virtual Meeting”), for the purposes set forth in the attached Notice of 2021 Annual Meeting of Shareholders and as described herein.
Execution of a proxy will not affect your right to attend the Virtual Meeting and to vote online, nor will your presence revoke a previously submitted proxy. You may revoke a previously submitted proxy at any time before it is exercised by giving written notice of your intention to revoke the proxy to our Secretary, by notifying the appropriate personnel at the Virtual Meeting in writing or by voting online at the Virtual Meeting. Unless revoked, the shares represented by proxies received by our board of directors will be voted at the Virtual Meeting in accordance with the instructions thereon. If no instructions are specified on a proxy, the votes represented thereby will be voted: (1) for the board’s ten director nominees set forth below; (2) for the approval of the amendment and restatement of our 2004 Equity and Incentive Awards Plan; (3) for the approval, by advisory vote, of the compensation of our named executive officers; (4) for the ratification of the selection of Deloitte & Touche LLP as our independent auditor for our fiscal year ending December 30, 2021; and (5) on such other matters that may properly come before the Virtual Meeting and at any postponement or adjournment thereof in accordance with the best judgment of the persons named as proxies.
Only holders of record of shares of our Common Stock (“Common Shares”) and our Class B Common Stock (“Class B Shares”) as of the close of business on March 5, 2021 (the “Record Date”) are entitled to vote at the Virtual Meeting. As of the Record Date, we had 23,505,539 Common Shares and 7,825,254 Class B Shares outstanding and entitled to vote. The record holder of each outstanding Common Share on the Record Date is entitled to one vote per share and the record holder of each outstanding Class B Share on the Record Date is entitled to ten votes per share on each matter submitted for shareholder consideration at the Virtual Meeting. The holders of our Common Shares and the holders of our Class B Shares will vote together as a single class on all matters subject to shareholder consideration at the Virtual Meeting. The total number of votes represented by outstanding Common Shares and Class B Shares as of the Record Date was 101,758,079, consisting of 23,505,539 votes represented by outstanding Common Shares and 78,252,540 votes represented by outstanding Class B Shares.
IMPORTANT: If you hold your shares in a brokerage account, you should be aware that your broker is not permitted to vote your shares for the election of directors, the approval of the amendment and restatement of our 2004 Equity and Incentive Awards Plan or the approval, by advisory vote, of the compensation of our named executive officers if you do not instruct your broker how to vote within 10 days prior to the Virtual Meeting. Therefore, you must affirmatively take action to vote your shares at the Virtual Meeting. If you do not, your shares will not be voted with respect to such matters.
 
1

 
PROPOSAL 1 — ELECTION OF DIRECTORS
At the Virtual Meeting, our shareholders will elect all ten members of our board of directors. The directors elected at the Virtual Meeting will hold office until our 2022 Annual Meeting of Shareholders and until their successors are duly qualified and elected. If, prior to the Virtual Meeting, one or more of the board’s nominees becomes unable to serve as a director for any reason, the votes represented by proxies granting authority to vote for all of the board’s nominees, or containing no voting instructions, will be voted for a replacement nominee selected by the board of directors. Under Wisconsin law, if a quorum of shareholders is present, directors are elected by a plurality of the votes cast by the shareholders entitled to vote in the election. This means that the individuals receiving the largest number of votes will be elected as directors, up to the maximum number of directors to be chosen at the election. Therefore, any shares that are not voted on this matter at the Virtual Meeting, whether by abstention, broker nonvote or otherwise, will have no effect on the election of directors at the Virtual Meeting.
All of our director nominees have been elected by our shareholders and have served continuously as directors since the date indicated below. The names of the director nominees, together with certain information about each of them as of the Record Date, are set forth below. Unless otherwise indicated, all of our director nominees have held the same principal occupation indicated below for at least the last five years.
Name
Current Principal Occupation
Age
Director
Since
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Stephen H. Marcus
Our chairman of the board. In January 2009, he retired as our chief executive officer, a position he had held since 1988. Mr. Marcus’ long-time service as our chief executive officer and chairman of the board led to our conclusion that he should serve as a director of the Company, including as our chairman of the board.(1)(2)
85
1969
[MISSING IMAGE: ph-gregmarcus.jpg]
Gregory S. Marcus
Our chief executive officer since January 2009 and our president since January 2008. Prior thereto, he was our senior vice president — corporate development. Mr. Marcus’ experience with our Company since 1999 in various positions, including his current role as our chief executive officer, led to our conclusion that he should serve as a director of the Company.(1)(2)(3)
56
2005
[MISSING IMAGE: ph-dianegershowitz.jpg]
Diane Marcus Gershowitz
Real estate management and investments. Ms. Gershowitz’s long-standing service on our board and her expertise in real estate matters led to our conclusion that she should serve as a director of the Company.(1)(2)
82
1985
 
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Name
Current Principal Occupation
Age
Director
Since
[MISSING IMAGE: ph-allanselig.jpg]
Allan H. Selig
Chief executive officer of Selig Leasing Co., Inc. (automobile leasing agency) and Commissioner Emeritus of Major League Baseball. Mr. Selig’s long-standing service on our board and his experience as commissioner of Major League Baseball has led to our conclusion that he should serve as a director of the Company.(4)
86
1995
[MISSING IMAGE: ph-timhoeksema.jpg]
Timothy E. Hoeksema
Retired chairman of the board, president and chief executive officer of Midwest Air Group, Inc. (commercial airline carrier). Mr. Hoeksema’s long-standing service on our board and his experience as the chief executive officer for many years at one of the nation’s most recognized service-oriented national travel carriers and his experience in the travel industry led to our conclusion that he should serve as a director of the Company.
74
1995
[MISSING IMAGE: ph-bruceolson.jpg]
Bruce J. Olson
Our retired senior vice president and retired president of Marcus Theatres Corporation. Mr. Olson’s long-standing service on our board and extensive experience gained while leading our theatre division led to our conclusion that he should serve as a director of the Company.
71
1996
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Philip L. Milstein
Principal of Ogden CAP Properties, LLC (real estate and investments) and former co-chairman of Emigrant Savings Bank (savings bank). Mr. Milstein’s long-standing service on our board of directors and his financial expertise and experience led to our conclusion that he should serve as a director of the Company.
71
1996
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Brian J. Stark
Founding principal, chief executive officer and chief investment officer of Stark Investments (global alternative investment firm). Mr. Stark’s extensive executive level experience in the investment industry and financial markets led to our conclusion that he should serve as a director of the Company.(5)
66
2012
 
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Name
Current Principal Occupation
Age
Director
Since
[MISSING IMAGE: ph-katherinegehl.jpg]
Katherine M. Gehl
President of Gehl Foods, Inc. from September 2011 to March 2015, and chairman of Gehl Foods, Inc. from 2007 to September 2011. Ms. Gehl’s extensive executive-level experience in the food service and hospitality industries and board of directors experience led to our conclusion that she should serve as a director of the Company.
54
2015
[MISSING IMAGE: ph-davidbaum.jpg]
David M. Baum
Managing Member of Baum Media Group, LLC since February 2005. Special Advisor to The Golf Channel from August 2017 to February 2020. President of Maven Marketing, LLC (d/b/a Revolution Golf) from April 2013 to July 2017 and Partner with Goldman, Sachs & Co. from 1998 to 2003. Mr. Baum’s expertise in matters relating to corporate finance, mergers and acquisitions, corporate governance, leisure travel and digital media led to our conclusion that he should serve as a director of the Company.(6)
56
2016
(1)
Stephen H. Marcus and Diane Marcus Gershowitz are siblings. Gregory S. Marcus is the son of Stephen H. Marcus.
(2)
As a result of their beneficial ownership of Common Shares and Class B Shares, Stephen H. Marcus, Gregory S. Marcus and Diane Marcus Gershowitz may be deemed to control, or share in the control of, the Company. See “Stock Ownership of Management and Others.”
(3)
Gregory S. Marcus is also an officer of certain of our subsidiaries.
(4)
Allan H. Selig is a director of Oil-Dri Corporation of America.
(5)
Brian J. Stark is a director of Black Maple Capital Corporation.
(6)
David M. Baum is a director of Cumulus Media Inc.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE BOARD’S NOMINEES. COMMON SHARES OR CLASS B SHARES REPRESENTED AT THE VIRTUAL MEETING BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED “FOR” EACH OF THE BOARD’S NOMINEES.
 
4

 
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Independence of Directors
Based on a review by our board of directors of the direct and indirect relationships that each of the ten directors currently serving on the board of directors has with the Company, including the relationships between the Company and Selig Leasing Co., Inc. and Major League Baseball, the board of directors has determined that each of Messrs. Selig, Hoeksema, Milstein, Stark and Baum and Ms. Gehl are “independent directors” as defined by the rules of the New York Stock Exchange (“NYSE”) and the Securities and Exchange Commission (“SEC”).
Board Leadership Structure
Currently, Mr. Gregory Marcus serves as our chief executive officer and Mr. Stephen Marcus serves as our chairman of the board of directors. Our board of directors does not have a policy on whether or not the roles of chief executive officer and chairman of the board should be separate. Instead, our Corporate Governance Policy Guidelines provide that our board of directors has the authority to choose its chairman in any way it deems best for the Company and its shareholders at any given point in time. Since Mr. Stephen Marcus’ retirement as chief executive officer in 2009, our board of directors has determined that the separation of these roles most appropriately suits our Company because of Mr. Stephen Marcus’ long history with our Company, including his tenure as our chief executive officer, and his skills and experience within the industries in which we operate. Further, our board of directors believes that this split in roles allows Mr. Gregory Marcus to focus more of his energies on the management of our Company’s business. Our board of directors believes that there is no single board of directors leadership structure that would be most effective in all circumstances, and therefore retains the authority to modify this structure to best address our Company’s and our board of directors’ then current circumstances as and when appropriate. Additionally, our Corporate Governance Policy Guidelines provide that, if the chairman of the board of directors is an employee director or is otherwise not an independent director, then the Corporate Governance and Nominating Committee will recommend to the board of directors, and the board of directors will appoint, an independent director to serve as Lead Independent Director. Currently, Philip L. Milstein serves as our Lead Independent Director. The Lead Independent Director’s responsibilities include:

calling and presiding over all meetings of the board of directors at which the chairman of the board of directors is not present, including executive sessions of independent directors, and communicating feedback on executive sessions to the chairman of the board of directors;

providing input as necessary to the chairman of the board and secretary on preparation of agendas for board of directors meetings;

facilitating the board of directors’ approval of the number and frequency of board of directors meetings, as well as the schedule of such meetings to ensure sufficient time for discussion of agenda items;

serving as principal liaison between the independent directors and the chairman of the board of directors;

ensuring that there is open communication between the independent directors, on the one hand, and the chairman of the board of directors and our management, on the other; and

conferring with the chairman of the board of directors on other issues of corporate importance, as appropriate.
Our board of directors and, in particular, the Audit Committee are involved on an ongoing basis in the general oversight of our material identified enterprise-related risks. Each of our chief executive officer, chief financial officer and general counsel, with input as appropriate from other management members, report and provide relevant information directly to our board of directors or the Audit Committee on various types of identified material financial, reputational, legal, environmental and business risks to which we are or may be subject, as well as mitigation strategies for certain key identified material risks. These reports, information and strategies are then reviewed, approved and monitored on an ongoing basis by our board of directors and the Audit Committee. Our board of directors’ and Audit Committee’s roles in our risk oversight process have not
 
5

 
affected our board of directors leadership structure. During 2020, our board of directors and its committees also reviewed and discussed with management the impact of COVID-19 on our employees, supply chain and business, as well as management’s strategies and initiatives to respond to, and mitigate, adverse impacts, including enhanced health and safety measures for our employees and customers.
Code of Conduct
The board of directors has adopted The Marcus Corporation Code of Conduct that applies to all of our directors, officers and employees. The Code of Conduct is available under the “Governance” section of our website, www.marcuscorp.com. If you would like us to mail you a copy of our Code of Conduct, free of charge, please contact Thomas F. Kissinger, Senior Executive Vice President, General Counsel and Secretary, The Marcus Corporation, 100 East Wisconsin Avenue, Suite 1900, Milwaukee, Wisconsin 53202-4125.
Committees of the Board of Directors
Our board of directors has an Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee and Finance Committee. Each committee operates under a written charter and the charters of our Audit, Compensation and Corporate Governance and Nominating Committees are available under the “Governance” section of our website, www.marcuscorp.com. Our board of directors and each committee also operate under our Corporate Governance Policy Guidelines, which are available under the “Corporate Governance and Nominating Committee” tab of the “Governance” section of our website. If you would like us to mail you a copy of our Corporate Governance Policy Guidelines or a committee charter, free of charge, please contact Mr. Kissinger at the above address.
Audit Committee.   Our board of directors has an Audit Committee whose principal functions are to: (1) appoint and establish the compensation for and oversee our independent auditors; (2) review annual audit plans with management and our independent auditors; (3) preapprove all audit and non-audit services provided by our independent auditors; (4) oversee management’s evaluation of the adequacy of our internal and business controls, disclosure controls and procedures, and risk assessment and management; (5) review areas of financial risk that could have a material adverse effect on our results of operations and financial condition with management and our independent auditors; (6) evaluate the independence of our independent auditors; (7) review, in consultation with management and our independent auditors, financial reporting and accounting practices of comparable companies that differ from our own; and (8) receive, retain and address complaints (including employees’ confidential, anonymous submission of concerns) regarding financial disclosure and accounting and auditing matters. Our Audit Committee consists of Brian J. Stark (Chairman), Katherine M. Gehl and David M. Baum. Each member of our Audit Committee is an independent, non-employee director as defined by the rules of the NYSE and the SEC. In addition, the board of directors has determined that each of the members of the Audit Committee is an “audit committee financial expert,” as that term is defined by the rules and regulations of the SEC. The Audit Committee met five times during fiscal 2020. See “Audit Committee Report.”
Compensation Committee.   Our board of directors also has a Compensation Committee whose principal functions are to: (1) evaluate and establish the compensation, bonuses and benefits of our officers and other key employees and of the officers and other key employees of our subsidiaries; and (2) administer our executive compensation plans, programs and arrangements. See “Compensation Discussion and Analysis.” Our Compensation Committee consists of Allan H. Selig (Chairman), Philip L. Milstein and Brian J. Stark. Each member of our Compensation Committee is an independent, non-employee director as defined by the rules of the NYSE and the SEC. Our Compensation Committee also created a sub-committee, comprised of Messrs. Milstein and Stark, who are considered outside directors as defined by the rules of Internal Revenue Code Section 162(m), to take actions relevant to performance-based compensation intended to qualify as such under Section 162(m). The Compensation Committee met once during fiscal 2020. See “Compensation Discussion and Analysis.”
 
6

 
Corporate Governance and Nominating Committee.   Our board of directors also has a Corporate Governance and Nominating Committee whose principal functions are to: (1) develop and maintain our Corporate Governance Policy Guidelines; (2) develop and maintain our Code of Conduct; (3) oversee the interpretation and enforcement of our Code of Conduct; (4) receive and review matters brought to the committee’s attention pursuant to our Code of Conduct; (5) evaluate the performance of our board of directors, its committees and committee chairmen and our directors; and (6) recommend individuals to be elected to our board of directors. Our Corporate Governance and Nominating Committee consists of Philip L. Milstein (Chairman), Timothy E. Hoeksema, Katherine M. Gehl and David M. Baum. Each member of our Corporate Governance and Nominating Committee is an independent, non-employee director as defined by the rules of the NYSE and the SEC. The Corporate Governance and Nominating Committee met twice during fiscal 2020.
The Corporate Governance and Nominating Committee performs evaluations of the board of directors as a whole, the non-management directors as a group, and each director individually. In addition, the Corporate Governance and Nominating Committee regularly assesses the appropriate size of our board of directors and whether any vacancies on the board of directors are expected due to retirement or otherwise. In the event that vacancies are anticipated or otherwise arise or the board decides to increase the size of our board of directors, the Corporate Governance and Nominating Committee will identify prospective nominees, including those nominated by management, members of our board of directors and shareholders, and will evaluate such prospective nominees against the standards and qualifications set out in the Corporate Governance and Nominating Committee Charter, including the individual’s range of experience, wisdom, integrity, ability to make independent analytical inquiries, business experience and acumen, understanding of our business and ability and willingness to devote adequate time to board and committee duties. While the Corporate Governance and Nominating Committee does not specifically have a formal policy relating to the consideration of diversity in its process to select and evaluate director nominees, our Corporate Governance Policy Guidelines provide that the board of directors shall be committed to a diversified membership. Accordingly, the Corporate Governance and Nominating Committee seeks to have our board of directors represent a diversity of backgrounds, experience, gender and race.
The Corporate Governance and Nominating Committee does not evaluate shareholder nominees differently from any other nominee. Pursuant to procedures set forth in our By-laws, the Corporate Governance and Nominating Committee will consider shareholder nominations for directors if we receive timely written notice, in proper form, of the intent to make a nomination at a meeting of shareholders. We did not receive any shareholder nominations for directors to be considered at the Virtual Meeting. To be timely for the 2022 Annual Meeting of Shareholders, any shareholder director nominations must be received by the date identified under the heading “Other Matters.” To be in proper form, the nomination must, among other things, include each nominee’s written consent to serve as a director if elected, a description of all arrangements or understandings between the nominating shareholder and each nominee, and information about the nominating shareholder and each nominee. These requirements are detailed in our By-laws, which are attached as an exhibit to our Quarterly Report on Form 10-Q for the quarterly period ended September 24, 2020, which is accessible at www.sec.gov. A copy of our By-laws will be provided upon written request to Mr. Kissinger at the above address.
Finance Committee.   Our board of directors also has a Finance Committee whose principal functions are to, upon the request of Company management, provide preliminary review, advice, direction, guidance and consultation with respect to potential transactions. Our Finance Committee consists of David Baum (Chairman), Stephen H. Marcus, Gregory Marcus, Philip L. Milstein, Brian Stark and Allan H. Selig. The Finance Committee met twice during fiscal 2020.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee has served as one of our officers or employees at any time. None of our executive officers serves as a member of the board of directors or compensation committee of any other company that has one or more executive officers serving as a member of our board of directors or Compensation Committee.
 
7

 
Board Meetings, Director Attendance, Executive Sessions and Presiding Director
Our board of directors met four times during fiscal 2020. All but one of our directors attended 100% of the aggregate of the number of board meetings and number of meetings of the committees on which he or she served during fiscal 2020. Due to medical reasons which have since been resolved, Brian Stark did not attend at least 75% of the aggregate of the number of board meetings and number of meetings of the committees on which he served during fiscal 2020; however, Mr. Stark did attend over 60% of the aggregate meetings, including 75% of the board meetings and 80% of the audit committee meetings. Our non-management directors meet periodically in executive sessions without management present. The Lead Independent Director serves as the chairman of all meetings of our non-management directors.
Directors are expected to attend our annual meeting of shareholders each year. At the 2020 annual meeting of shareholders, all of our directors were in attendance.
Contacting the Board
Interested parties may contact our board of directors, a group of directors (including our non-management directors), or a specific director by sending a letter, regular or express mail, addressed to our board of directors or the specific director in care of Mr. Kissinger at the above address. Mr. Kissinger will promptly forward appropriate communications from interested parties to the board of directors or the applicable director.
 
8

 
STOCK OWNERSHIP OF MANAGEMENT AND OTHERS
The following table sets forth information as of the Record Date as to our Common Shares and Class B Shares beneficially owned by: (1) each of our directors and nominees for director; (2) each of our executive officers named in the Summary Compensation Table set forth below under “Compensation Discussion and Analysis;” ​(3) all such directors and executive officers as a group; and (4) all other persons or entities known by us to be the beneficial owner of more than 5% of either class of our outstanding capital stock. A row for Class B Share ownership is not included for individuals or entities who do not beneficially own any Class B Shares.
Name of Individual or
Group/Class of Stock
Sole Voting
and Investment
Power(1)
Shared Voting
and Investment
Power(1)
Total Share
Ownership and
Percentage of
Class(1)
Percentage of
Aggregate
Voting
Power(1)
Directors and Named Executive Officers
Stephen H. Marcus(2)
Common Shares
21,895 6,003 27,898
* 45.5%
Class B Shares
4,576,347 52,070 4,628,417
59.1%
Diane Marcus Gershowitz(2)
Common Shares
212,929(3) 0 212,929(3)
* 26.0%
Class B Shares
2,439,613 182,351 2,621,964
33.5%
Gregory S. Marcus
Common Shares
513,145(4)(5) 75 513,220(4)(5)
2.2% 2.7%
Class B Shares
210,230 18,233 228,463
2.9%
Allan H. Selig
Common Shares
42,265(3) 0 42,265(3)
* *
Timothy E. Hoeksema
Common Shares
28,006(3) 15,002 43,008(3)
* *
Philip L. Milstein
Common Shares
56,099(3)(6) 0 56,099(3)(6)
* *
Brian J. Stark
Common Shares
24,156(3) 0 24,156(3)
* *
Bruce J. Olson
Common Shares
11,437(3) 8,731 20,168(3)
* *
Katherine M. Gehl
Common Shares
16,206(3) 0 16,206(3)
* *
David M. Baum
Common Shares
15,983(3) 0 15,983(3)
* *
 
9

 
Name of Individual or
Group/Class of Stock
Sole Voting
and Investment
Power(1)
Shared Voting
and Investment
Power(1)
Total Share
Ownership and
Percentage of
Class(1)
Percentage of
Aggregate
Voting
Power(1)
Directors and Named Executive Officers
Thomas F. Kissinger
Common Shares
165,332(5) 0 165,332(5)
* *
Douglas A. Neis
Common Shares
151,295(5) 60,958 212,253(5)
* *
Rolando B. Rodriguez
Common Shares
106,180(4)(5) 17,713 123,893(4)(5)
* *
All directors and executive officers as a group
(13 persons)
Common Shares(7)
1,364,928(7) 108,482 1,473,410(7)
6.1% 74.4%
Class B Shares
7,226,190 252,654 7,478,844
95.6%
Other Five Percent Shareholders
BlackRock, Inc.(8)
Common Shares(9)
3,515,080 0 3,515,080
15.0% 3.5%
FMR LLC(10)
Common Shares(11)
2,905,553 0 2,905,553
12.4% 2.9%
Dimensional Fund Advisors LP(12)
Common Shares(13)
1,422,977 0 1,422,977
6.1% 1.4%
Lazard Asset Management LLC(14)
Common Shares(15)
1,248,740 0 1,248,740
5.3% 1.2%
The Vanguard Group(16)
Common Shares(17)
1,150,448 22,696 1,173,144
5.0% 1.2%
*
Less than 1%.
(1)
The outstanding Class B Shares are convertible on a share-for-share basis into Common Shares at any time at the discretion of each holder. As a result, a holder of Class B Shares is deemed to beneficially own an equal number of Common Shares. However, to avoid overstatement of the aggregate beneficial ownership of both classes of our outstanding capital stock, the Common Shares listed in the table do not include Common Shares that may be acquired upon the conversion of outstanding Class B Shares. Similarly, the percentage of outstanding Common Shares beneficially owned is determined with respect to the total number of outstanding Common Shares, excluding Common Shares that may be issued upon conversion of outstanding Class B Shares. The total number of votes represented by outstanding Common Shares and Class B Shares as of the Record Date was 101,758,079, consisting of 23,505,539 votes represented by outstanding Common Shares and 78,252,540 votes represented by outstanding Class B Shares.
(2)
The address of Stephen H. Marcus and Diane Marcus Gershowitz is c/o 100 East Wisconsin Avenue, Suite 1900, Milwaukee, Wisconsin 53202-4125.
 
10

 
(3)
Includes 8,583 Common Shares subject to acquisition by each of Diane Marcus Gershowitz, Allan H. Selig, Philip L. Milstein and Timothy E. Hoeksema, 9,053 Common Shares subject to acquisition by Brian J. Stark, 6,583 Common Shares subject to acquisition by Bruce J. Olson and Katherine M. Gehl and 5,000 Common Shares subject to acquisition by David M. Baum, in each case, pursuant to the exercise of stock options held on the Record Date that were then vested or that will vest within 60 days thereafter. This number also includes 1,506 Common Shares subject to certain restrictions on transfer under securities laws held by each of Diane Marcus Gershowitz, Allan H. Selig, Timothy E. Hoeksema, Philip L. Milstein, Brian J. Stark, Katherine M. Gehl, Bruce J. Olson and David M. Baum, of which 753 were granted on May 6, 2020 and 753 were granted on May 7, 2019. See “Compensation Discussion and Analysis — Non-Employee Director Compensation.” The restrictions on these restricted Common Shares terminate on the second anniversary of the date on which they were granted.
(4)
Includes 7,209 and 1,152 Common Shares held for the respective accounts of Gregory S. Marcus and Rolando B. Rodriguez in our Pension Plus Plan as of March 5, 2021. See “Compensation Discussion and Analysis — Other Benefits — Qualified Retirement Plan.”
(5)
Includes 90,833, 354,950, 140,725 and 89,466 Common Shares subject to acquisition by Thomas F. Kissinger, Gregory S. Marcus, Douglas A. Neis and Rolando B. Rodriguez, respectively, pursuant to the exercise of stock options held on the Record Date that were then vested or that will vest within 60 days thereafter. See “Compensation Discussion and Analysis — Grants of Plan-Based Awards.”
(6)
Excludes the following shares, as to which Mr. Milstein disclaims beneficial interest: (a) 10,244 Common Shares held by PLM Foundation, of which Mr. Milstein is co-trustee; (b) 2,000 Common Shares held by Mr. Milstein’s wife; (c) 8,100 Common Shares held by Mr. Milstein’s children; and (d) 124,111 Common Shares held by the SVM Foundation, of which Mr. Milstein is co-trustee.
(7)
Includes 737,605 Common Shares subject to acquisition pursuant to the exercise of stock options held by our named executive officers and non-employee directors on the Record Date that were then vested or that will vest within 60 days thereafter. See “Compensation Discussion and Analysis — Grants of Plan Based Awards” and “Compensation Discussion and Analysis — Non-Employee Director Compensation.”
(8)
The address of BlackRock, Inc. (“BlackRock”) is 55 East 52nd Street, New York, New York 10055.
(9)
Other than share ownership percentage information, the information set forth is as of December 31, 2020, as reported by BlackRock in its Schedule 13G/A filed with us and the SEC on January 26, 2021. BlackRock has sole voting power with respect to 3,490,853 shares and sole dispositive power with respect to 3,515,080 shares.
(10)
The address of FMR LLC (“FMR”) is 245 Summer Street, Boston, Massachusetts 02210.
(11)
Other than share ownership percentage information, the information set forth is as of December 31, 2020, as reported by FMR in its Schedule 13G filed with us and the SEC on February 10, 2021. FMR has sole voting power with respect to 0 shares and sole dispositive power with respect to 2,905,553 shares.
(12)
The address of Dimensional Fund Advisors LP (“DFA”) is Building One, 6300 Bee Cave Road, Austin, Texas 78746.
(13)
Other than share ownership percentage information, the information set forth is as of December 31, 2020, as reported by DFA in its Schedule 13G/A filed with us and the SEC on February 12, 2021. DFA has sole voting power with respect to 1,376,042 shares and sole dispositive power with respect to 1,422,997 shares.
(14)
The address of Lazard Asset Management LLC (“Lazard”) is 30 Rockefeller Plaza, New York, NY 10112.
(15)
Other than share ownership percentage information, the information set forth is as of December 31, 2020, as reported by Lazard in its Schedule 13G/A filed with us and the SEC on February 10, 2021. Lazard has sole voting power with respect to 725,830 and sole dispositive power with respect to 1,248,740 shares.
(16)
The address of The Vanguard Group (“Vanguard”) is 100 Vanguard Blvd, Malvern, PA 19355.
(17)
Other than share ownership percentage information, the information set forth is as of December 31, 2020, as reported by Vanguard in its Schedule 13G/A filed with us and the SEC on February 10, 2021. Vanguard has sole voting power with respect to 0 shares and sole dispositive power with respect to 1,150,448 shares.
 
11

 
COMPENSATION DISCUSSION AND ANALYSIS
This compensation discussion and analysis, or “CD&A,” provides information about our compensation philosophy, principles and processes for our chairman of the board, our chief executive officer, our chief financial officer and our two other most highly compensated executive officers for fiscal 2020. We sometimes collectively refer to these executive officers in this CD&A as our “named executive officers.”
This CD&A is intended to provide you with a better understanding of why and how we make our executive compensation decisions and facilitate your reading of the information contained in the tables and descriptions that follow this discussion. This CD&A is organized as follows:

Overview of Our Executive Compensation Philosophy.   In this section, we describe our executive compensation philosophy and the core principles underlying our executive compensation programs and decisions.

Role of Our Compensation Committee.   This section describes the process and procedures that our Compensation Committee followed to arrive at its executive compensation decisions.

Total Compensation.   In this section, we describe our named executive officers’ total compensation.

Elements of Compensation.   This section includes a description of the types of compensation paid and payable to our named executive officers.

Executive Stock Ownership.   This section describes the stock ownership of our named executive officers.

Impact of Tax, Accounting and Dilution Considerations.   This section discusses Section 162(m) of the Internal Revenue Code of 1986 (the “Code”) and certain accounting, financial reporting and shareholder dilution consequences that have impacted some of our executive compensation programs and decisions.
Overview of Our Executive Compensation Philosophy
Our executive compensation and benefit programs are designed to advance the following core compensation philosophies and principles:

We strive to compensate our executives at competitive levels to ensure that we attract, retain and motivate our key management employees who we expect will contribute significantly to our long-term success and value creation.

We link our executives’ compensation to the achievement of pre-established financial and individual performance goals that are focused on the creation of long-term shareholder value.

Our executive compensation policies are designed to foster an ownership mentality and an entrepreneurial spirit in our management team. We try to do this by providing our executives with a substantial long-term incentive compensation component that helps to more closely align our management’s financial interests with those of our shareholders over an extended performance period, and that otherwise encourages our management team to take appropriate market-responsive risk-taking actions that will facilitate our long-term growth and success.
At our 2020 annual meeting of shareholders, our shareholders were asked to approve, by advisory vote, the compensation of our named executive officers during fiscal 2019 as disclosed in the proxy statement for our 2020 annual meeting. At our 2020 annual meeting, over 98% of the votes cast and over 82% of all shares entitled to vote at the meeting were voted in favor of the compensation of our named executive officers. In developing our executive compensation and benefit programs that were in effect for fiscal 2020, we considered our shareholders’ resounding approval of our executive compensation and benefit programs for fiscal 2019 at our 2020 annual meeting. As a result, and as we describe in this CD&A, we maintained during fiscal 2020 many of the same executive compensation and benefit programs that were overwhelmingly approved by our shareholders at our 2020 annual meeting.
Role of Our Compensation Committee
Our Compensation Committee, or “Committee,” attempts to ensure that our executive compensation and benefit programs are consistent with our core compensation philosophies and principles by:
 
12

 

Analyzing aggregated composite survey and benchmark data from external compensation consultants about the compensation levels of similarly situated executives at equivalently-sized companies in various industry sectors.

Reviewing on an annual basis the performance of our company and our named executive officers, with assistance and recommendations from our chief executive officer (other than with respect to himself and our chairman), and determining their total direct compensation based on competitive levels as measured against our surveyed sectors, our company’s financial performance, each executive’s individual performance and other factors described below.

Reviewing the performance and determining the total compensation earned by, or paid or awarded to, our chairman and chief executive officer independent of input from them.

Maintaining the practice of holding executive sessions (without management present) at every meeting of our Committee.

Taking into account the long-term interests of our shareholders in developing and implementing our executive compensation plans and in making our executive compensation decisions.
Our Compensation Committee annually engages the services of external compensation consultants, including Aon Hewitt, Mercer and Willis Towers Watson, to provide the Committee with then current survey and benchmarking compensation data on a position-by-position basis for each of our named executive officers on a composite aggregated basis for various selected industry sectors. To mitigate the impact of potential year-over-year variability in benchmarking data caused by the COVID-19 pandemic, the Committee was presented and reviewed the same benchmark data that was presented the previous year. Specifically, Aon Hewitt and Mercer have provided our Committee with composite aggregated data respecting the base salary and total cash compensation (i.e., base salary and bonuses) for similarly situated executives at other companies with comparable annual revenue levels in the following sectors: (1) all organizations; (2) all non-manufacturing organizations; and (3) service organizations (including and excluding financial service organizations). The Committee chose these sectors so as to provide it with both a broad scope of applicable executive compensation data to consider, as well as more specific information at similarly-sized companies in comparable sectors. Neither Aon Hewitt nor Mercer have provided, and our Compensation Committee has not received, reviewed or considered, the individual identities of the companies which comprised these general sector categories of benchmarked organizations. For each of these sectors, our Committee has been provided with aggregated compiled data and identified the 25th percentile, median and 75th percentile amounts for the base salary and total cash compensation amounts for executives similarly situated to the named executive officers in each sector. In particular, when reviewing this survey data, our Committee pays particular attention to the composite benchmark salary and cash compensation data related to the service organizations, because our Committee believes that they are the most similar to our hotels and resorts and theatre divisions. In connection with our Committee’s long-term equity-based incentive award grants, Willis Towers Watson provided our Committee with composite aggregated data regarding the value of competitive long-term incentive plans for similarly situated executives at other companies with comparable revenue levels, identifying the 25th percentile, median and 75th percentile amounts.
Our Compensation Committee has the final authority to engage and terminate any compensation consultant and is responsible for periodically evaluating any compensation consultant that it engages. Our Compensation Committee also has the responsibility to consider the independence of any compensation consultant before engaging the consultant. Prior to each consultant’s appointment for fiscal 2020, our Compensation Committee reviewed the independence of such consultant and its individual representatives who serve as consultants to the Committee in light of SEC rules and NYSE listing standards regarding the independence of compensation committee members and the specific factors set forth therein and concluded that Aon Hewitt’s, Mercer’s and Willis Towers Watson’s work for the Committee does not raise any conflict of interest.
In addition to Willis Towers Watson’s work for our Compensation Committee, a different division of Willis Towers Watson provides actuarial services and pension plan consulting to us. In fiscal 2020, we paid such division approximately $56,000 for such actuarial and pension plan services which, given the relative sizes of both our organizations, we believe to be a relatively immaterial amount. As a result, our Compensation
 
13

 
Committee concluded that Willis Towers Watson’s provision of such actuarial and pension plan consulting services does not raise any conflict of interest.
In February 2021, our Compensation Committee conducted a thorough risk assessment of our compensation policies and practices. Our Committee evaluated the levels of risk-taking that could be potentially encouraged by each of our material compensation arrangements, after taking into account any relevant risk-mitigation features. As a result of this review, our Committee concluded that our compensation policies and practices do not encourage excessive or unnecessary risk-taking.
Total Compensation
The compensation paid to our named executive officers consists of four main elements: (1) salary; (2) an annual incentive cash bonus; (3) a long-term incentive compensation award, which includes an annual stock option grant, an annual restricted stock award and an annual long-term performance cash award; and (4) other benefits, including those made available under our employee benefit plans. The combination of these elements is intended to provide our named executive officers with fair and competitive compensation that rewards corporate and individual performance and helps attract, retain and motivate highly qualified individuals who contribute to our long-term success and value creation. Additionally, these compensation elements, particularly our annual incentive cash bonus and long-term incentive awards, are designed to foster a shareholder mentality and the continuation of our entrepreneurial spirit by encouraging our executives to take appropriate market-responsive risk-taking actions that help create long-term shareholder value.
While the relative amounts of salaries and benefits provided to our named executive officers are intended to be set at competitive levels compared to our surveyed group of benchmarked sectors, we provide our executives with the opportunity to earn significant additional amounts through performance-based annual cash bonuses and long-term incentive compensation programs.
For fiscal 2020, the total cash compensation (i.e., salary and annual cash bonus) paid to our named executive officers generally fell between the 50th and 75th percentile of the total cash compensation amounts paid to executives holding equivalent positions at our surveyed group of benchmarked sectors. In establishing these relative levels of compensation, our Committee first established the relative level of each of our named executive officer’s base salary at between the 50th and 75th percentile of the salary paid to similarly situated executives at our surveyed group of benchmarked sectors. These decisions were based on the considerations discussed in more detail below under “Elements of Compensation — Base Salaries.” Then, our Committee established the relative level of each of our named executive officer’s targeted annual cash bonus award that, if earned, would result in our payment of total cash compensation amounts that would generally fall between the 50th and 75th percentile of the total cash compensation paid to similarly situated executives at our surveyed group of benchmarked sectors. These decisions were based on the considerations discussed in more detail below under “Elements of Compensation — Annual Cash Bonuses.” Our Committee subjectively believed that the targeted relative levels of total cash compensation to our named executive officers resulting from this process generally reflected the highly experienced nature of our senior executive team and was generally consistent with our historical corporate financial performance, the individual performance of our named executive officers and our prior shareholder return. Our Committee also believed that these total cash compensation levels were reasonable in their totality and supported our core compensation philosophies and principles. However, in establishing these relative compensation levels, our Committee did not specifically compare any of the criteria listed in the prior two sentences to our surveyed group of benchmarked sectors. For fiscal 2020, our Committee established the range of potential total cash compensation payable to our named executive officers at the same relative levels compared to updated recent information for our benchmarked sectors.
Mr. Greg Marcus, as our chief executive officer and Mr. Rodriguez, as our theatre division president, have a higher percentage of their total compensation based on achieving their incentive bonus targets, because our Committee believes that they have the most potential to impact our corporate financial performance. Our Committee believes that this emphasis and allocation most effectively links pay-for-performance.
Elements of Compensation
Base Salary
Our Compensation Committee, in consultation with our chief executive officer (other than with respect to decisions affecting himself and our chairman), strives to establish competitive base salaries for our named
 
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executive officers set at between the 50th and 75th percentile of the salaries paid to similarly situated executives at our surveyed group of benchmarked sectors. Each executive officer’s salary is initially based on the level of his responsibilities, the relationship of such responsibilities to those of our other executive officers and his tenure at our company. We evaluate and adjust the base salaries of our named executive officers annually as of March 1 of each fiscal year. When evaluating and adjusting the salaries of our named executive officers (other than our chairman and chief executive officer), we consider the recommendations of our chief executive officer. In making his recommendations, our chief executive officer generally takes into account: (1) our corporate financial performance as a whole and on a divisional basis, when appropriate, for the most recent fiscal year compared to our historical and budgeted performance; (2) general economic conditions (including inflation) and the impact such conditions had on our operations and results; (3) each executive officer’s past, and anticipated future, contributions to our performance; (4) each executive officer’s compensation history with our company and the past levels of each element of total compensation; (5) how each executive officer’s salary compares to the range of salaries of similarly situated executives at our surveyed group of benchmarked companies; (6) new responsibilities, if any, recently delegated, or to be delegated, to such officer; and (7) the executive’s participation in significant corporate achievements during the prior fiscal year. Our Compensation Committee, while looking to our chief executive officer for his recommendations as to the salaries of our other named executive officers (other than with respect to himself and our chairman), also engages in its own independent review and judgment concerning such base salary adjustments based on the foregoing factors. When evaluating and adjusting our chief executive officer’s and chairman’s salary, our Compensation Committee independently, and without input from our chief executive officer, considers the factors cited above, as well as their respective ability to inspire subordinates with the vision of our company, and makes decisions accordingly. The seven factors listed above are only generally, and not individually or separately, analyzed, assessed and weighted by our Committee in its determination of the amount of base salary of each individual named executive officer. Our Committee subjectively assesses these factors in the aggregate based on the recommendations of our chief executive officer for all named executive officers other than himself and our chairman and, in the case of our chairman and chief executive officer, by our Committee on its own accord.
As a result of the process described above, for fiscal 2020, Stephen H. Marcus, Gregory S. Marcus, Douglas A. Neis, Thomas F. Kissinger and Rolando B. Rodriguez received increases of 3.5%, 2.9%, 3.2%, 3.1% and 3.0%, respectively, in their base salaries. In fiscal 2020, the base salaries paid to Messrs. Stephen Marcus, Greg Marcus, Neis, Kissinger and Rodriguez represented 53%, 10%, 28%, 27% and 28%, respectively, of their respective total compensation for the fiscal 2020 as set forth below in the Summary Compensation Table. As a response to the COVID-19 pandemic and to mitigate its financial and operational impacts, effective March 20, 2020, we reduced Mr. Stephen Marcus’s and Mr. Greg Marcus’s base salary 50% and we reduced every other officer’s base salary 20%. In light of our subsequent improvements in our business, effective October 20, 2020, we reinstated 80% of the original base salary for fiscal 2020 of Mr. Stephen Marcus, 90% of the original base salary for fiscal 2020 of Mr. Rodriguez and 100% of the original base salary for fiscal 2020 of Messrs. Neis and Kissinger. Also effective October 20, 2020, we reduced Mr. Greg Marcus’s base salary for the remainder of fiscal 2020 to $0. Effective January 1, 2021, the base salaries for Messrs. Stephen Marcus, Greg Marcus and Rodriguez returned to 100% of original fiscal 2020 levels. Based upon our analyzing similar factors earlier this calendar year, for fiscal 2021, Messrs. Stephen Marcus, Greg Marcus, Neis, Kissinger and Rodriguez each received an increase in their annual base salary of 1.0%. The Committee intends to review the annual base salaries of our named executive officers again at the beginning of our fiscal 2021 third and fourth quarters and may consider an additional increase, depending upon a number of factors, including the then-current status of the COVID-19 pandemic.
Annual Cash Bonuses
We establish targeted potential annual cash bonus awards at the beginning of each fiscal year pursuant to our variable incentive plan, which our Compensation Committee administers. Our variable incentive plan allows our Committee to select from a variety of appropriate financial metrics upon which to base the financial targets for achieving a corresponding annual incentive bonus. Under our variable incentive plan, our Committee may choose from one or more of the following financial metrics, either in absolute terms or in comparison to prior year performance or publicly available industry standards or indices: revenues; gross operating profit; operating income; pre-tax earnings; net earnings; earnings per share; earnings before interest, taxes, depreciation and amortization (“EBITDA”); economic profit; operating margins and statistics; financial
 
15

 
return and leverage ratios; total shareholder return metrics; or a company-specific financial metric (such as Adjusted EBITDA, adjusted consolidated pre-tax income (“API”) or adjusted division pre-tax income (“ADI”)). Additional financial measures not specified in the variable incentive plan may be considered if our Committee determines that the specific measure contributes to achieving the primary goal of our incentive plan — sustained growth in long-term shareholder value. Our Committee retains the ability to consider whether an adjustment of the selected financial goals for any year is necessitated by exceptional circumstances. This ability is intended to be narrowly and infrequently used.
Targeted annual bonus awards under the variable incentive plan may be based on our relative achievement of the selected consolidated financial targets and/or divisional financial targets, as well as on discretionary individual performance measures that help enhance shareholder value as subjectively determined by our Compensation Committee. Our Committee also from time to time has granted special compensation awards to our named executive officers and other key employees to reward their integral involvement in significant corporate achievements or events. Our Committee did not grant any special compensation awards to any of our named executive officers in fiscal 2020.
At the beginning of each fiscal year, our Committee establishes applicable financial targets for such fiscal year for purposes of granting our named executive officers’ target incentive cash bonus opportunities for that fiscal year. For each selected applicable financial target, our Committee also establishes a threshold minimum level of financial performance and a maximum level of financial performance relative to such target. If our actual financial performance equals our targeted financial metric, then the portion of our incentive bonus payouts based on achieving that financial target will be equal to 100% of the targeted bonus amount. If we do not achieve the specified minimum threshold level of financial performance, then no incentive bonus payouts based on financial performance will be paid. If we equal or exceed the specified maximum level of financial performance, then we will pay out up to 320% of the targeted amount of the incentive bonuses based on the level that we exceed the selected financial performance metric. Financial performance between the threshold and target levels and between the target and maximum levels will result in a prorated portion of the financial-based bonus being paid.
Our Committee established the financial component of each named executive officer’s fiscal 2020 target incentive bonus opportunity as a percentage of API for corporate officers and as a percentage of theatre division ADI for Mr. Rodriguez. Additionally, the Committee established each named executive officer’s individual performance component of their fiscal 2020 target incentive bonus opportunity as a fixed percentage of their base salary, which was generally intended to approximate 20-30% of the total fiscal 2020 target incentive bonus opportunity for our chairman, chief executive officer and theatre division president and 40% for all of our other named executive officers, although these percentages may vary from year to year. If earned, our Committee believed that the bonuses at the target levels would result in our payment of total direct compensation to our named executive officers that would generally fall between the 50th and 75th percentile of total direct compensation paid to similarly situated executives at our benchmarked sectors. For fiscal 2020, targeted incentive bonus amounts for Messrs. Stephen Marcus, Greg Marcus, Neis, Kissinger and Rodriguez were $210,778, $736,422, $196,804, $199,804 and $310,719, respectively.
As a result of the foregoing, the targeted fiscal 2020 incentive bonus award for Mr. Rodriguez was based 100% on achieving the fiscal 2020 ADI target of the theatre division. The targeted fiscal 2020 theatre division ADI was approximately $36.8 million. The targeted fiscal 2020 incentive bonus awards for Messrs. Stephen Marcus and Greg Marcus were based approximately 70-80% on achieving our fiscal 2020 consolidated API target of $75.6 million and approximately 20-30% on achieving their applicable individual performance measures. The targeted fiscal 2020 incentive bonus amounts for Messrs. Neis and Kissinger were based approximately 60% on achieving our fiscal 2020 consolidated API target and approximately 40% on achieving their applicable individual performance measures. We established these API and ADI targets for fiscal 2020 based on a consistent methodology that encourages growth over an average of prior years’ performance for both our company and our theatre division. We established these targets with the belief that the level of achievability of the targets would likely be consistent with the relative level of achievement of our historical financial targets. Since the implementation of our incentive plan, we have achieved between 25%-218% of the applicable bonus based upon our consolidated financial targets and 0%-379% of the applicable bonus based upon our division financial targets. Individual performance measures for fiscal 2020 included such officer’s individual contributions and achievements during fiscal 2020, particularly as such contributions and
 
16

 
achievements relate to advancing our entrepreneurial spirit. For purposes of determining the relative achievement of our fiscal 2020 financial targets, we defined “API” as consolidated earnings before income taxes, excluding gains and losses from dispositions of assets, preopening expenses and unusual items, and less a goodwill amortization charge. Similarly, for these purposes, we defined “ADI” generally in the same manner as we do API, except that division earnings before income taxes is our beginning baseline metric instead of consolidated earnings before income taxes, and we also subtract an intercompany rent charge for company-owned real estate associated with each division. Our Committee also retained the ability to consider whether an adjustment of the selected financial goals for any year is necessitated by exceptional circumstances. This ability is intended to be narrowly and infrequently used and no such adjustments were made in fiscal 2020.
For fiscal 2020, due to the COVID-19 pandemic, our actual API and theatre division ADI were significant losses, resulting in no bonus achievement based upon financial measures. Our Compensation Committee also exercised its right under the terms of the variable incentive plan to not pay any incentives based upon individual performance measures for fiscal 2020 due to the financial losses incurred during fiscal 2020. As a result, Messrs. Stephen Marcus, Greg Marcus, Neis, Kissinger and Rodriguez did not earn incentive bonus amounts during fiscal 2020.
We do not expect to return to pre-COVID-19 profitability levels during fiscal 2021, and as a result, the Compensation Committee has determined that the methodology used in previous years to establish financial targets will not apply. As such, the Compensation Committee did not establish targeted cash bonus awards for fiscal 2021 for Messrs. Stephen Marcus, Greg Marcus, Neis, Kissinger and Rodriguez. The Compensation Committee will consider awarding discretionary cash bonuses when appropriate.
Long-Term Incentive Awards
We believe that long-term incentive awards support our core compensation philosophies and objectives because they encourage entrepreneurism and help our named executive officers to maintain a shareholder mentality in managing our businesses. We believe that using long-term incentive awards as an important component of our executive compensation package will further our goals of promoting continuity of management and increasing incentive and personal interest in our welfare by those employees who are primarily responsible for shaping or carrying out our long-range plans and securing our continued growth and financial success. Historically, we have granted stock options to a broad range of employees because we believe it is beneficial to our shareholders to have our employees maintain a shareholder orientation and an entrepreneurial spirit. In fiscal 2020, 47% of our employee stock options were granted to employees other than our named executive officers. For fiscal 2021, this percentage remains high at 45%.
Our long-term incentive plan for our senior executives includes a mix of three compensation elements: stock options (typically expected to constitute approximately 30-40% of each annual long-term incentive award), performance cash (typically expected to constitute approximately 40-45% of each annual long-term incentive award) and restricted stock (typically expected to constitute approximately 20-30% of each annual long-term incentive award). Our Committee granted Mr. Rodriguez a larger percentage of his initial long-term incentive award in the form of restricted stock as an incentive to join the Company. Our Committee tries to target the relative size of our annual long-term incentive grants to place us at or above the median level of long-term grants provided by our benchmarked companies. Stock options granted under the plan prior to fiscal 2018 generally become exercisable 40% after two years, 60% after three years, 80% after four years and 100% after five years of the date of grant. Beginning in fiscal 2018, stock options granted under the plan become exercisable 50% after two years, 75% after three years and 100% after four years of the date of grant. The options generally expire ten years from the date of grant as long as the optionee is still employed with the Company. Our restricted stock grants prior to fiscal 2018 have a vesting schedule of 50% after the third anniversary of grant and 100% after the fifth anniversary. Beginning in fiscal 2018, our restricted stock grants have a vesting schedule of 50% after the second anniversary of grant and 100% after the fourth anniversary. Mr. Stephen Marcus is not eligible to receive any equity-based award grants under our stock option and equity awards plans.
Our long-term incentive plan for our senior executives includes a performance cash component in order to increase the plan’s emphasis on linking the total compensation of our named executive officers to the relative level of our operating performance over the longer term. The performance cash component’s measurement period is five years for grants made in fiscal 2017, fiscal 2018, fiscal 2019, fiscal 2020 and fiscal
 
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2021 for Messrs. Greg Marcus, Neis, Kissinger and Rodriguez. The performance measures for the performance cash component are our average return on invested capital, or ROIC, during the relevant measurement period, and our Adjusted EBITDA growth rate during the relevant measurement period, each of which is measured and calculated independently of each other, but with the relative achievement of our ROIC levels weighted 75% of the targeted total pay-out amount and our relative achievement of our Adjusted EBITDA growth rate weighted 25%. Under our cash performance plan, if our relative ROIC and/or Adjusted EBITDA growth rate over the relevant measurement period is equal to the 25th percentile of the respective Russell 2000 ROIC and/or Adjusted EBITDA growth rate over the measurement period, then the payment made to our named executive officers will be equal to 25% of the target pay-out amount for such respective performance measure. If we achieve performance of either or both measures equal to the 50th percentile, then the pay-out will be 100% of the target pay-out amount for such respective performance measure. If we achieve performance of either or both measures equal to the 75th percentile, then the pay-out will be 150% of the target pay-out amount for such respective performance measure. Performance achievements in between these percentiles will result in prorated pay-outs based on the foregoing pay-out ratios.
Based on the foregoing considerations, our Committee granted the following fiscal 2020 long-term incentive awards to our named executive officers (other than to our chairman) based on benchmarking data provided to it by Willis Towers Watson, as well as the recommendations of our chief executive officer (other than with respect to himself).
Name
Total Dollar Value
of Long-Term
Incentive Award
(100%)
Dollar Value/
Shares(1) of
Option Component
(36 – 44%)
Dollar Value/
Shares(2) of Restricted
Stock Component
(19 – 25%)
Dollar Value of
Performance
Cash Component
Target Award
(37 – 39%)
Mr. G. Marcus
$ 2,755,010 $ 1,200,700 / 201,000
$534,310 / 17,000
$ 1,020,000
Mr. D. Neis
$ 811,133 $ 343,800 /  56,400
$160,293 /  5,100
$ 307,000
Mr. T. Kissinger
$ 865,165 $ 362,300 /  59,000
$172,865 /  5,500
$ 330,000
Mr. R. Rodriguez
$ 1,234,700 $ 440,400 /  70,000
$314,300 / 10,000
$ 480,000
(1)
Based on estimated fiscal 2020 FASB ASC Topic 718 option value per share of $7.10 for options granted in February 2020 and $4.27 for options granted in May 2020. Options granted in February have an exercise price of $28.88 per share, which is equal to the closing sale price of our Common Stock on the February 25, 2020 stock option grant date. Options granted in May have an exercise price of $12.71 per share, which is equal to the closing sale price of our Common Shares on the May 8, 2020 stock option grant date. Options granted in May 2020 are contingent upon shareholder approval of the amendment and restatement of the 2004 Equity and Incentive Awards Plan at the 2021 Annual Meeting of Shareholders.
(2)
Based on the closing sale price of $31.43 per share of our Common Shares on the February 19, 2020 restricted stock grant date.
In order to recognize the extraordinary effort and achievement put forth by our named executives and other key employees in addressing the impacts of the COVID-19 pandemic, our Committee awarded special restricted stock grants during fiscal 2021 to the named executive officers and a broad range of employees based on an approximate value equal to 50% of the average incentive bonus paid to such recipient over the prior three fiscal years. These special restricted stock grants have a vesting schedule of 100% after the first anniversary of grant. Approximately 72% of the special restricted stock awards were granted to employees other than our named executive officers.
 
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Our Committee granted the following fiscal 2021 long-term incentive awards to our named executive officers (other than to our chairman) based on benchmarking data provided to it by Willis Towers Watson, as well as the recommendations of our chief executive officer (other than with respect to himself).
Name
Total Dollar Value
of Long-Term
Incentive Award
(100%)
Dollar Value/
Shares(1) of
Option Component
(34 – 41%)
Dollar Value/
Shares(2) of Restricted
Stock Component
(26 – 35%)
Dollar Value of
Performance
Cash Component
Target Award
(31 – 33%)
Mr. G. Marcus
$ 3,276,292
$1,320,826 / 137,300
$905,466 / 45,800
$ 1,050,000
Mr. D. Neis
$ 1,061,558
$  434,824 /  45,200
$280,734 / 14,200
$ 346,000
Mr. T. Kissinger
$ 1,103,721
$  453,102 /  47,100
$290,619 / 14,700
$ 360,000
Mr. R. Rodriguez
$ 1,595,044
$  543,530 /  56,500
$557,514 / 28,200
$ 494,000
(1)
Based on an estimated fiscal 2021 FASB ASC Topic 718 option value per share of $9.62. Each option granted has an exercise price of $21.84 per share, which is equal to the closing sale price of our Common Shares on the March 9, 2021 stock option grant date.
(2)
Based on the closing sale price of $19.77 per share of our Common Shares on the February 25, 2021 restricted stock grant date. The restricted stock component includes the special restricted stock awards described above.
Stock Option Policies
We generally follow a practice of granting stock options to all selected and then serving executives once a year on an annual fixed-date basis, with an effective grant date as of the third business day after the public release of our prior fiscal year financial results. We follow this practice so that the exercise price associated with our annual stock option grants is generally then most likely to reflect all then currently publicly available material information about our company. For newly-hired executives or other employees to whom we determine to grant equity-based awards, such grants are effective on the date on which our Committee approves such grants. We only grant options with an exercise price equal to the closing sale price of our Common Shares on the effective date of grant. All options are granted with an exercise price equal to 100% of the fair market value (i.e., closing sale price) of our Common Shares on the date of grant. Options granted prior to fiscal 2018 generally vest and become exercisable with respect to 40% of the shares after two years from the grant date, 60% after three years, 80% after four years and 100% after five years, and expire ten years after the grant date. Options granted in fiscal 2018, fiscal 2019, fiscal 2020 and fiscal 2021 generally vest and become exercisable with respect to 50% of the shares after two years from the grant date, 75% after three years and 100% after four years, and expire ten years after the grant date.
We have adopted a policy that prohibits the repricing of stock options, and we have never repriced any options (other than in connection with making equitable adjustments as required under our stock option and equity awards plans in connection with stock splits and our special cash dividend). Similarly, we have never engaged in any type of so-called stock option “back dating” practices or other similar grant date manipulations of stock options, and we will never do so in the future. While our chief executive officer recommends the recipients of our equity-based awards and the relative level of such awards, we do not delegate grant authority to him or any other members of our management.
We try to maintain our so-called “burn rate” of annual equity grants at around 1-2% of our fully-diluted outstanding Common Shares. In fiscal 2020 and fiscal 2021 to date, our total annual burn rate was approximately 2.5% and 2.4%, respectively, with approximately 1.4 % and 1.3%, respectively, attributable to stock options and restricted stock granted to our named executive officers.
Other Benefits
Qualified Retirement Plan
Our 401k Retirement Savings Plan (formerly known as the Pension Plus Plan) is a profit-sharing plan with Code Section 401(k) features and covers all of our eligible employees and eligible employees of our
 
19

 
subsidiaries, including our named executive officers, and uses a participating employee’s aggregate direct compensation as the basis for determining the employee and employer contributions that are allocated to the employee’s account. A participating employee may elect to make deposits of up to 60% of his or her annual compensation. Prior to 2017, a variety of employer contributions, including employer matching and profit-sharing contributions, were permitted to be made to the 401k Retirement Savings Plan. Beginning in 2017, the 401k Retirement Savings Plan provides only one type of employer contribution: a matching contribution equal to 100% of the first 3% of compensation and 50% of the next 2% of compensation deposited by an employee into the 401k Retirement Savings Plan. The employee’s deposits, the employer pre-2017 basic contributions and the 2017 and later matching contributions allocated to a participating employee’s account are fully vested upon deposit, and the employer pre-2017 matching and profit performance contribution are subject to a graduated vesting schedule resulting in full vesting after six years of service. Each participating employee has the right to direct the investment of the employee’s account in one or more of several available investment funds, including Common Shares. The vested portion of a participating employee’s account balance becomes distributable only after the employee’s termination of employment or upon attainment of age 5912, although the employee has the right while employed to borrow a portion of such vested portion or make a withdrawal of the employee’s own deposits for certain hardship reasons that are prescribed by applicable federal law.
Nonqualified Deferred Compensation
Our Deferred Compensation Plan is a nonqualified defined contribution program whereby our eligible employees, including our named executive officers, may voluntarily make irrevocable elections to defer receipt of up to 100% of their annual cash compensation (i.e., salary and/or incentive bonus) on a pre-tax basis. The irrevocable election must be made prior to the start of any calendar year to which it applies and must specify both a benefit payment commencement date and a form of payment (i.e., lump sum or periodic installments). During each quarter of the deferral period, we apply to the deferred amount an earnings credit based on the average prime interest rate of a designated Milwaukee, Wisconsin bank. The benefits payable under the Deferred Compensation Plan (i.e., the employee’s deferred amount plus his or her earnings credits) will be paid out of our general corporate assets as they become due (i.e., after the employee’s specified commencement date).
Our Retirement Income and Supplemental Retirement Plan, or our “Supplemental Plan,” is available to eligible employees with annual compensation in excess of a specified level ($130,000 for calendar years 2020 and 2021), including each of our named executive officers. The Supplemental Plan includes two components. The first component applies to certain participants (called “RIP Participants”) and provides nonqualified pension benefits consistent with those that the Supplemental Plan has historically provided. The second component applies to all other participants (called “SRP Participants”) and provides an account-based supplemental retirement benefit. All benefits payable under the Supplemental Plan are paid out of our general corporate assets as they become due after retirement or other termination.
A RIP Participant is an eligible employee who was a participant in the Supplemental Plan on December 31, 2008, and who met at least one of the following requirements on January 1, 2009: (1) the participant was age 50 or older; (2) the participant had 20 or more years of service; or (3) the participant was a member of the Corporate Executive Committee. All of our named executive officers are RIP Participants.
 
20

 
A RIP Participant in the Supplemental Plan is entitled to receive annual benefits substantially in accordance with the table set forth below, except that the amounts shown in the table do not reflect the applicable reductions for Social Security benefits and benefits funded by employer contributions that are payable under our other employee benefit plans. For a RIP Participant entitled to the highest level of Social Security benefits who retires at age 65 during calendar year 2020, the reduction in annual Supplemental Plan benefits would equal approximately $34,284.
Estimated Annual Pension Plan Benefits
for Representative Years of Service
Final Five-Year
Average Compensation
15
20
25
30
$100,000 $ 25,000 $ 33,300 $ 41,667 $ 50,000
 200,000 50,000 66,600 83,334 100,000
 350,000 87,500 116,550 145,834 175,000
 500,000 125,000 166,500 208,335 250,000
 650,000 162,500 216,450 270,835 325,000
 800,000 200,000 266,400 333,333 400,000
 950,000 237,500 316,350 395,836 475,000
The Supplemental Plan provides annual benefits to RIP Participants (calculated on a straight life annuity basis assuming the benefits commence at age 65) based on a formula that takes into account the employee’s average total compensation for the five highest compensation years within the employee’s last ten compensation years and the employee’s years of service (up to a maximum of 30). In calculating employee compensation for purposes of determining contributions to the Supplemental Plan for RIP Participants, we use a participating employee’s total cash compensation (which, for the named executive officers, is comprised of the salary and bonus amounts listed in the “Summary Compensation Table” below), excluding long-term performance cash amounts. In addition to a reduction equal to 50% of Social Security benefits, the Supplemental Plan reduces its benefits for RIP Participants by the benefits attributable to the employer contributions received by the participating employee under our other employee benefit plans, such as the 401k Retirement Savings Plan and our former qualified pension plans.
A RIP Participant is entitled to benefits under the Supplemental Plan upon normal retirement on or after age 65, early retirement after age 60 with at least five years of service, disability retirement after at least five years of service and other termination of employment after at least five years of service. A graduated vesting schedule, which provides for 50% vesting after five years of service and an additional 10% for each year of service thereafter, applies in the case of termination of employment before completing ten years of service or qualifying for normal, early or disability retirement.
The Supplemental Plan provides that the retirement benefits to which Mr. Stephen Marcus, who is a RIP Participant, is entitled upon his separation from service with us commenced effective January 1, 2009 and we calculate such benefits as if Mr. Stephen Marcus had terminated his employment with us on December 31, 2008. As a result, Mr. Stephen Marcus receives approximately $300,127 in payments under our Supplemental Plan each fiscal year until his death (slightly higher in a 53-week year).
The SRP Participants in the Supplemental Plan as of December 31, 2008 had their nonqualified supplemental pension benefits converted into an account balance benefit. The opening account balance for each of these individuals equaled the present value of his or her vested accrued supplemental pension benefit calculated under the Supplemental Plan as if such participant terminated employment on December 31, 2008. Each new SRP Participant in the Supplemental Plan will have an account balance benefit with an opening balance of zero.
Each SRP Participant’s account is credited with an allocation as of the last day of each calendar year if (1) the participant is considered a highly compensated employee for such year (for 2020 and 2021, had annual compensation in excess of $130,000 during the prior year), and (2) the participant has been credited with 1,000 hours of service during such year and is employed by us on the last day of such year, or has terminated
 
21

 
employment during such year as a result of death, total and permanent disability, or retirement on or after age 65 with five years of service.
Each SRP Participant’s annual allocation depends on his or her employment status as of the last day of the calendar year. A SRP Participant who is a member of our corporate executive committee (group one), or who is a senior vice president, vice president, senior corporate associate, hotel general manager or any other individual who is designated as eligible for the SRP (group two), receives an allocation equal to a percentage of such participant’s compensation depending on such participant’s number of points. Points are determined by combining a participant’s age (as of his or her most recent birthday) and years of service as of the last day of a calendar year. The participant’s compensation for this purpose is his or her total direct compensation, excluding long-term performance cash amounts, for the period. The allocation for each participant in group one or group two shall equal the percentage of compensation as forth in the following table:
Points
Group One Percentage of
Compensation
Group Two Percentage of
Compensation
<60
2.0% 1.00%
60 – 69
2.5% 1.25%
70 – 79
3.0% 1.50%
80+
3.5% 1.75%
All accounts are credited quarterly with simple interest at the reference rate declared by Chase Bank N.A.
Each SRP Participant is 100% vested in his or her account upon termination of employment due to death or retirement on or after age 65 with five years of service or upon the occurrence of a total and permanent disability. In all other cases, an SRP Participant is vested in accordance with a graduated vesting schedule which provides for 50% vesting after five years of service and an additional 10% for each year of service thereafter. Each SRP Participant was required prior to December 31, 2008, to irrevocably elect the benefit payment date (or commencement date) and a form of payment for his or her account. Each new SRP Participant is required to make this election within the first 30 days of his or her participation date. Thereafter, every five years (e.g., 2015, 2020, 2025), a participant may make a new irrevocable election to apply to the allocations made to his or her account in the subsequent five years. An SRP Participant’s vested account will be paid on the later of his or her separation from service or the age elected by him or her, which must not be earlier than age 60 or later than age 65, or upon a total and permanent disability. An SRP Participant may elect to have his or her vested account paid in a single lump sum payment or installment payments over a number of years selected by the participant (not more than 10). If no election is made, an SRP Participant’s vested account will be paid in the form of a lump sum at the participant’s attainment of age 65, or separation from service, if later.
Executive Long Term Disability Plan
Our Executive Long Term Disability Plan provides supplemental long term disability insurance coverage for certain of our senior employees, including our named executive officers. The long term disability benefits that we provide under our Executive Long Term Disability Plan are in addition to any long term disability benefits that we provide to our employees generally and are fully insured under one or more individual insurance policies that we issue to each participant in the Executive Long Term Disability Plan. We are the named fiduciary for benefit claims under our Executive Long Term Disability Plan, and we have the right to determine all claims and appeals relating to the benefits that we provide under our Executive Long Term Disability Plan.
Perquisites
While our named executive officers may from time to time use certain of our properties for personal reasons, we generally incur no, or in some cases only nominal, incremental costs associated with such usage. We encourage our executive officers to personally use our properties because we believe that it is very important for our executives to be intimately familiar with our properties, our service and product offerings, and our markets. We believe that such personal hands-on experiences help us to enhance our customer services and be better positioned to understand, manage and operate our businesses. We otherwise provide only nominal
 
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perquisites to our named executive officers. No perquisites that we provided in fiscal 2020 to any named executive officer, individually or in the aggregate, had an incremental cost to us of in excess of $10,000, with the exception of the cost of a company car provided to Mr. Stephen Marcus.
Executive Stock Ownership and Anti-Hedging Policy
We have not adopted any executive or director stock ownership guidelines, although, as of the Record Date, the Marcus family beneficially owned approximately 26.3% of our outstanding shares and comprised the largest shareholder group in our company. Our other named executives each beneficially own significant amounts of our Common Shares through direct stock ownership, restricted stock awards and stock option grants. As of the Record Date, Messrs. Neis, Kissinger and Rodriguez beneficially owned 226,453, 180,032 and 152,093 shares, respectively. As a result, we believe that our senior management team’s financial interests are significantly and directly aligned with the economic interests of our shareholders without the necessity of imposing arbitrary stock ownership guidelines. We have adopted a policy prohibiting our directors, executive officers and substantial shareholders from trading in puts, calls and other derivative securities relating to our Common Shares. Our policy also prohibits our directors, executive officers and substantial shareholders from engaging in hedging or pledging transactions relating to our Common Shares. We believe that hedging against losses in our Common Shares breaks the alignment between our shareholders and our executives that the equity grants described in this CD&A are intended to build.
Impact of Tax, Accounting and Dilution Considerations
Prior to the changes made by the Tax Cuts and Jobs Act, Section 162(m) of the Code limited our deductibility for compensation paid to certain executives to $1 million per year, unless the compensation qualified as performance-based compensation for purposes of Section 162(m). Our shareholders re-approved certain material terms of our 2004 Equity and Incentive Awards Plan (the “Plan”) at the 2017 annual meeting of shareholders so that awards granted under the Plan would be eligible to qualify as performance-based compensation. Notwithstanding our intentions to qualify certain compensation payments for tax deductibility under Section 162(m), due to ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, no assurance can be given that compensation intended to satisfy the requirements for deductibility under Section 162(m) will so qualify. In addition, our Compensation Committee reserved the right to provide compensation or grant awards under the Plan that do not qualify as performance-based compensation under Section 162(m) to the extent it believed such compensation or awards were necessary to continue to provide competitive arrangements intended to attract and retain, and provide appropriate incentives to, qualified officers and other key employees.
As a result of changes made by the Tax Cuts and Jobs Act, starting with compensation paid in fiscal 2018, Section 162(m) will continue to limit our deductibility in excess of $1 million per year, but without any exceptions for performance-based compensation. This deduction limit will apply to all compensation paid to anyone who, starting with fiscal 2017, serves as the principal executive officer or chief financial officer, or who is among the three most highly compensated executive officers for any fiscal year. The only exception to this rule is for compensation that is paid pursuant to a binding contract in effect on November 2, 2017, that would have otherwise been deductible under the prior Section 162(m) rules.
In addition to Section 162(m) deductibility considerations, our Compensation Committee carefully considers the accounting and financial reporting expenses associated with our grants of equity-based awards. We also consider the relative level of potential dilution to our shareholders resulting from such grants. As a result, we attempt to maintain an annual equity-based grant burn rate level of approximately 1-2% of our fully-diluted outstanding Common Shares.
 
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Summary Compensation Table
Set forth below is information regarding the compensation earned by, paid or awarded to Stephen H. Marcus, our chairman of the board, Gregory S. Marcus, our president and chief executive officer, Douglas A. Neis, our executive vice president, chief financial officer and treasurer, Thomas F. Kissinger, our senior executive vice president, general counsel and secretary, and Rolando B. Rodriguez, our executive vice president and chairman, president and chief executive officer of Marcus Theatres Corporation, during fiscal 2020, fiscal 2019 and fiscal 2018. Messrs. Stephen Marcus, Greg Marcus, Neis, Kissinger and Rodriguez comprised our named executive officers for fiscal 2020.
The following table sets forth for our named executive officers the following information for each relevant fiscal year: (1) the dollar amount of base salary earned; (2) the grant date fair value of all long-term equity-based awards held by each named executive officer; (3) the dollar amount of cash bonuses earned under our incentive bonus plan; (4) the change in pension value and the dollar amount of above-market earnings on nonqualified deferred compensation; (5) the dollar amount of all other compensation; and (6) the dollar value of total compensation.
Name and Current
Principal Position
Fiscal
Year
Salary
Bonus
Restricted
Stock
Awards(1)
Option
Awards(2)
Non-Equity
Incentive Plan
Compensation(3)
Change in
Pension Value
and
Non-Qualified
Deferred
Compensation
Earnings(4)
All Other
Compensation(5)(6)
Total
Stephen H. Marcus
Chairman of the Board
2020 $ 425,923 $ $ $ $ $ 50,079 $ 324,175 $ 800,177
2019 564,423 140,083 147,981 311,945 1,164,432
2018 508,269 193,788 1,151 311,945 1,015,153
Gregory S. Marcus
President and CEO
2020 $ 465,769 $ $ 534,310 $ 1,200,700 $ 469,900 $ 1,917,912 $ 19,419 $ 4,608,010
2019 834,135 100,000 472,468 954,720 753,608 2,185,347 41,779 5,342,057
2018 745,577 443,700 653,250 987,378 64,095 36,386 2,930,386
Douglas A. Neis
Executive Vice President,
CFO and Treasurer
2020 $ 443,539 $ $ 160,293 $ 343,840 $ 187,960 $ 446,000 $ 24,589 $ 1,606,221
2019 459,712 40,000 146,628 297,840 246,135 637,000 32,958 1,860,273
2018 424,677 137,025 204,685 299,214 32,076 1,097,677
Thomas F. Kissinger
Senior Executive Vice President, General Counsel and Secretary
2020 $ 462,154 $ $ 172,865 $ 362,300 $ 202,280 $ 497,452 $ 24,396 $ 1,727,447
2019 481,615 40,000 158,847 318,240 257,745 677,113 32,898 1,966,458
2018 455,592 143,550 212,524 303,768 201,330 36,621 1,353,385
Rolando B. Rodriguez
Executive Vice President,
Chairman, President and
CEO of Marcus
Theatres Corporation
2020 $ 557,077 $ $ 314,300 $ 440,400 $ 237,490 $ 432,580 $ 29,611 $ 2,011,458
2019 591,961 60,000 285,110 401,200 198,202 465,444 43,603 2,045,520
2018 544,969 287,100 296,140 648,980 182,919 42,116 2,002,224
(1)
Reflects the grant date fair value of the restricted stock awarded as determined using the closing sale price of our Common Shares on such date. The amount was computed in accordance with FASB ASC Topic 718.
(2)
Reflects the grant date fair value of the options awarded as determined using the closing sale price of our Common Shares on such date. The amount was computed in accordance with FASB ASC Topic 718. The assumptions made in the valuations are discussed in Footnote 9 to our fiscal 2020 financial statements. Options awarded in May 2020 are contingent upon shareholder approval of the amendment and restatement of the 2004 Equity and Incentive Awards Plan at the 2021 Annual Meeting of Shareholders.
(3)
Reflects cash awards earned under the performance cash component of our long-term incentive plan in connection with our achievement of the specific performance targets described above in the CD&A under “Long-Term Incentive Awards.” Amounts in 2019 and 2018 also reflect cash bonuses earned under our incentive bonus plan in connection with our achievement of the specific performance targets described above in the CD&A under “Cash Bonuses.” There were no cash bonuses earned under our incentive bonus plan in 2020.
(4)
The numbers in this column reflect the sum of (a) the aggregate change in the actuarial present value of
 
24

 
accumulated benefits under our Supplemental Plan from the plan measurement date used for financial statement reporting purposes with respect to the applicable fiscal year to the plan measurement date used for financial statement reporting purposes with respect to the applicable fiscal year, and (b) above-market earnings in our Deferred Compensation Plan. The change in present value of accumulated benefits under our Supplemental Plan during fiscal 2020 and fiscal 2019 was due to a decrease in the assumed discount rate used to calculate the actuarial present value and changes in pay levels. The change in the present value of Mr. S. Marcus’ and Mr. Neis’ benefits under the Supplemental Plan for fiscal 2018 were negative numbers ($271,000 and 27,000, respectively). Consistent with the SEC’s disclosure requirements, we treated these numbers as zero for the purposes of this table.
(5)
$311,670, $300,127, and $300,127, of the amount in this column for Mr. Stephen Marcus represents payments received under our Supplemental Plan in fiscal 2020, 2019 and fiscal 2018, respectively.
(6)
We paid $9,448, $8,663, $8,236 and $11,594 in premiums in fiscal 2020 under our Executive Long Term Disability Plan on behalf of Messrs. Greg Marcus, Neis, Kissinger and Rodriguez, respectively.
Grants of Plan-Based Awards
We maintain our 1995 Equity Incentive Plan, 2004 Equity and Incentive Awards Plan and our Long Term Incentive Plan, pursuant to which grants of restricted stock, stock options, performance stock awards and performance cash awards may be made to our named executive officers (other than Mr. Stephen Marcus, who is not eligible to receive any equity-based awards under our equity plans), as well as other employees. The following table sets forth information regarding all such incentive plan awards that were granted to our named executive officers in fiscal 2020. The amounts set forth below should not be added to amounts set forth in the Summary Compensation Table.
Grant
Date(1)
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(2)
Estimated Future Payouts
Under Equity Incentive
Plan Awards
All Other
Stock
Awards:
No. of
Shares of
Stock or
Units
All Other
Option
Awards:
No. of
Securities
Underlying
Options
Exercise
or Base
Price of
Option
Awards
Grant Date
Fair Value
of Stock
and Option
Awards(3)
Name
Threshold
Target
Maximum
Threshold
Target
Maximum
Mr. S. Marcus
N/A
0 $ 210,778 $ 543,590
Mr. G. Marcus
02/19/20 17,000 $ 534,310
02/25/20 121,000 $ 28.88 859,100
05/08/20 80,000 $ 12.71 341,600
0 1,756,422 3,597,800
Mr. Neis
02/19/20 5,100 160,293
02/25/20 36,400 $ 28.88 258,440
05/08/20 20,000 $ 12.71 85,400
0 503,804 931,873
Mr. Kissinger
02/19/20 5,500 172,865
02/25/20 39,000 $ 28.88 276,900
05/08/20 20,000 $ 12.71 85,400
0 529,804 969,373
Mr. Rodriguez
02/19/20 10,000 314,300
02/25/20 50,000 $ 28.88 355,000
05/08/20 20,000 $ 12.71 85,400
0 790,719 1,714,301
(1)
Our equity award granting practices are described above in the CD&A.
 
25

 
(2)
Reflects potential payouts under our annual incentive bonus plan and our performance cash component of our long-term incentive plan. For fiscal 2020, maximum awards were limited to approximately 237-320% of the named executive officer’s target award under our incentive bonus plan and 150% of the target award under the performance cash component of our long-term incentive plan.
(3)
The full grant date fair value of each equity award calculated in accordance with FASB ASC Topic 718.
The portion of the above amounts of non-equity incentive plan (i.e., cash bonus) awards under our incentive plan were determined pursuant to our achievement in fiscal 2020 of the specific performance targets described above in the CD&A. The portion of the above amounts of non-equity incentive plan (i.e., long-term performance cash) awards under our long-term incentive plan will be determined pursuant to our achievement in fiscal 2024 of the specific five-year performance targets for Messrs. Greg Marcus, Neis, Kissinger and Rodriguez, in each case, as described above in the CD&A. The number of our Common Shares subject to stock options and restricted stock awards granted to our named executive officers were also determined as described above in the CD&A.
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information on outstanding stock option and restricted stock awards held by our named executive officers at the end of fiscal 2020 on December 31, 2020, including the number of Common Shares underlying both exercisable and unexercisable portions of each stock option, as well as the exercise price and expiration date of each outstanding option.
Option Awards
Restricted Stock Awards
Name
No. of
Common
Shares
Underlying
Unexercised
Options
(#Exercisable)
No. of
Common
Shares
Underlying
Unexercised
Options
(#Unexercisable)
Equity
Incentive
Plan 
Awards:
No. of
Common
Shares
Underlying
Unexercised
Unearned
Options
Option
Exercise
Price
Option
Expiration
Date
No. of
Common
Shares
That Have
Not Vested
Market
Value of
Common
Shares
That Have
Not Vested(1)
Equity
Incentive
Plan 
Awards:
No. of
Unearned
Common Shares
That Have
Not Vested
Equity
Incentive
Plan 
Awards:
Market or
Payout
Value of
Unearned
Shares
That Have
Not Vested
Mr. S. Marcus
N/A
Mr. G. Marcus
60,000 10.00 07/26/2021
52,000 13.12 07/31/2022
57,500 13.04 07/30/2023
49,500 18.34 07/29/2024
44,100 20.26 07/28/2025
22,800 5,700(2) 18.68 03/01/2026
24,000 16,000(3) 31.20 02/28/2027
37,500 37,500(4) 27.00 02/27/2028
70,200(5) 41.90 02/26/2029
121,000(6) 28.88 02/25/2030
80,000(7) 12.71 05/08/2030
1,875(8) $ 25,275
788(9) 10,622
788(9) 10,622
3,150(10) 42,462
4,000(11) 53,920
8,500(12) 114,580
11,600(13) 156,368
17,000(14) 229,160
 
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Option Awards
Restricted Stock Awards
Name
No. of
Common
Shares
Underlying
Unexercised
Options
(#Exercisable)
No. of
Common
Shares
Underlying
Unexercised
Options
(#Unexercisable)
Equity
Incentive
Plan 
Awards:
No. of
Common
Shares
Underlying
Unexercised
Unearned
Options
Option
Exercise
Price
Option
Expiration
Date
No. of
Common
Shares
That Have
Not Vested
Market
Value of
Common
Shares
That Have
Not Vested(1)
Equity
Incentive
Plan 
Awards:
No. of
Unearned
Common Shares
That Have
Not Vested
Equity
Incentive
Plan 
Awards:
Market or
Payout
Value of
Unearned
Shares
That Have
Not Vested
Mr. Neis
13,500 10.00 07/26/2021
19,500 13.12 07/31/2022
21,000 13.04 07/30/2023
16,400 18.34 07/29/2024
17,400 20.26 07/28/2025
8,920 2,230(15) 18.68 03/01/2026
9,900 6,600(16) 31.20 02/28/2027
11,750 11,750(17) 27.00 02/27/2028
21,900(18) 41.90 02/26/2029
36,400(19) 28.88 02/25/2030
20,000(20) 12.71 05/08/2030
1,250(21) 16,850
314(22) 4,233
314(22) 4,233
1,225(23) 16,513
1,850(24) 24,938
2,625(25) 35,385
3,600(26) 48,528
5,100(27) 68,748
Mr. Kissinger
15,683 18.34 07/29/2024
19,300 20.26 07/28/2025
9,840 2,460(28) 18.68 03/01/2026
10,200 6,800(29) 31.20 02/28/2027
12,200 12,200(30) 27.00 02/27/2028
23,400(31) 41.90 02/26/2029
39,000(32) 28.88 02/25/2030
20,000(33) 12.71 05/08/2030
1,250(21) 16,850
464(34) 6,255
464(34) 6,255
1,350(35) 18,198
1,900(36) 25,612
2,750(37) 37,070
3,900(38) 52,572
5,500(39) 74,140
 
27

 
Option Awards
Restricted Stock Awards
Name
No. of
Common
Shares
Underlying
Unexercised
Options
(#Exercisable)
No. of
Common
Shares
Underlying
Unexercised
Options
(#Unexercisable)
Equity
Incentive
Plan 
Awards:
No. of
Common
Shares
Underlying
Unexercised
Unearned
Options
Option
Exercise
Price
Option
Expiration
Date
No. of
Common
Shares
That Have
Not Vested
Market
Value of
Common
Shares
That Have
Not Vested(1)
Equity
Incentive
Plan 
Awards:
No. of
Unearned
Common Shares
That Have
Not Vested
Equity
Incentive
Plan 
Awards:
Market or
Payout
Value of
Unearned
Shares
That Have
Not Vested
Mr. Rodriguez
3,170 18.34 07/29/2024
17,546 20.26 07/28/2025
10,000 2,500(40) 18.68 03/01/2026
12,000 8,000(41) 31.20 02/28/2027
17,000 17,000(42) 27.00 02/27/2028
29,500(43) 41.90 02/26/2029
50,000(44) 28.88 02/25/2030
20,000(45) 12.71 05/08/2030