THE MARCUS CORP (MCS)
Sector: Communication
2026 Annual Meeting Analysis
THE MARCUS CORP · Meeting: May 21, 2026
Directors FOR
9
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Gershowitz is the sister of Chairman Emeritus Stephen H. Marcus and therefore has a direct familial relationship to the founding family that controls the company; under policy, a director with a familial relationship to senior management warrants a No vote, particularly where the family controls voting power through Class B shares.
The proxy explicitly states that each director except Ms. Gehl attended at least 75% of aggregate board and committee meetings during fiscal 2025, meaning Ms. Gehl fell below the 75% attendance threshold required by policy; this is a straightforward trigger for a No vote.
David J. Marcus is a son of Chairman Emeritus Stephen H. Marcus and a brother of CEO Gregory S. Marcus, placing him in a direct familial relationship with the company's top executive; under policy, familial relationships to senior management — especially the CEO — warrant a No vote, and the family collectively controls voting power through Class B shares.
For Analysis
Serves as CEO and Chairman; MCS 3-year price return of 20.7% vs. ^RUT (Russell 2000) return of 43.5% represents a gap of -22.8pp, which does not exceed the 65pp threshold required to trigger a vote against under the strong-positive TSR tier, so no TSR trigger fires; no overboarding, attendance, or independence concerns.
Independent director with no overboarding, attendance, or TSR trigger concerns; the 3-year TSR gap of -22.8pp vs. the ^RUT (Russell 2000) does not exceed the 65pp threshold applicable to the strong-positive TSR tier.
Independent director with relevant travel and airline industry experience; attended at least 75% of meetings; TSR gap does not exceed the trigger threshold.
Retired senior vice president and former president of Marcus Theatres; brings deep industry-specific experience; attended at least 75% of meetings; TSR gap does not trigger a vote against.
Independent Lead Independent Director with financial and real estate expertise; attended at least 75% of meetings; TSR gap of -22.8pp vs. ^RUT (Russell 2000) is well below the 65pp trigger threshold.
Independent director and Audit Committee Chairman with strong investment and financial expertise; attended at least 75% of meetings; TSR trigger does not apply.
Director since 2023, bringing executive leadership and board experience; joined within the past three years and tenure does not fully overlap the TSR measurement period; no overboarding or other policy concerns identified.
Inside director serving as Senior EVP, General Counsel and Secretary with 30+ years of company experience; no TSR trigger fires given the -22.8pp gap vs. ^RUT (Russell 2000) is below the 65pp threshold; director since 2023 and tenure does not fully overlap the TSR measurement period.
Director since 2025, well within the 24-month exemption period from the TSR trigger; brings investment and capital markets expertise; no other policy concerns identified.
The twelve-director slate is largely supportable, but three directors receive Against votes: Diane Marcus Gershowitz and David J. Marcus due to familial relationships with the CEO and controlling family (a clear policy trigger), and Katherine M. Gehl due to falling below the 75% meeting attendance threshold. The company's 3-year stock return of 20.7% vs. the ^RUT (Russell 2000) benchmark return of 43.5% produces a -22.8pp gap that is well below the 65pp trigger threshold applicable when absolute returns are in the strong-positive tier, so no TSR-based votes against are warranted for the remaining directors.
Say on Pay
✓ FORCEO
Gregory S. Marcus
Total Comp
$4,840,339
Prior Support
98%%
CEO Gregory S. Marcus received total compensation of $4,840,339 for fiscal 2025, with his base salary representing only 20% of total pay — well within the policy's requirement that fixed pay not dominate total compensation — and approximately 80% of his compensation being variable or performance-based, satisfying the 50-60% minimum threshold. The company achieved 70.8% of its consolidated Adjusted EBITDA target, and the annual bonus paid out accordingly at a reduced level reflecting that underperformance, demonstrating that the incentive structure is functioning as intended by tying pay to results. Prior-year shareholder support was overwhelming at 98%, there are no concerns about clawback policy adequacy under post-Dodd-Frank requirements, and the annual equity burn rate of approximately 0.9% is well within the 2-3% dilution flag threshold.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,047,103
Non-Audit Fees
$54,395
Non-audit fees (audit-related fees of $52,500 plus other fees of $1,895, totaling approximately $54,395) represent about 5.2% of audit fees of $1,047,103, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy; Deloitte & Touche LLP is a Big 4 firm appropriate for a company of MCS's size and complexity; no material restatements are disclosed.
Overall Assessment
The 2026 Marcus Corporation annual meeting presents three standard proposals; the director slate receives three Against votes (Diane Marcus Gershowitz and David J. Marcus for familial ties to the CEO, and Katherine M. Gehl for below-75% meeting attendance), while Say on Pay and auditor ratification both clear policy thresholds and receive For votes. No stockholder proposals were submitted for this meeting.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing