DEF 14A of Marcus Corp, Apr 12, 2024

DEF 14A of Marcus Corp

Filed Apr 12, 2024 · FY20230000062234-24-000021

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS At the Meeting, our shareholders will elect all ten members of our board of directors. The directors elected at the Meeting will hold office until our 2025 Annual Meeting of Shareholders and until their successors are duly qualified and elected. If, prior to the 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 Meeting, whether by abstention, broker nonvote or otherwise, will have no effect on the election of directors at the 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.

  2. PROPOSAL 1 — ELECTION OF DIRECTORS

    | | Name | Current Principal Occupation | Age | Director Since | | | Gregory S. Marcus | Our chairman since 2023, 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 chairman and chief executive officer, led to our conclusion that he should serve as a director of the Company.(1)(2)(3) | 59 | 2005 | | | 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) | 85 | 1985 | | | 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) | 89 | 1995 | | | 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. | 77 | 1995 |

  3. PROPOSAL 1 — ELECTION OF DIRECTORS

    | | Name | Current Principal Occupation | Age | Director Since | | | 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. | 74 | 1996 | | | 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. | 74 | 1996 | | | Brian J. Stark | Former 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) | 69 | 2012 | | | Katherine M. Gehl | President and chief executive officer of Gehl Foods, Inc. from September 2011 to March 2015, and director of Gehl Foods, Inc. from 2005 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. | 57 | 2015 | | | Austin M. Ramirez | President and CEO of HUSCO International (global engineering and manufacturing company) since 2017, and White House Fellow on the National Economic Council in Washington D.C from 2016 to 2017. Mr. Ramirez’ extensive experience in executive leadership, board membership and community engagement led to our conclusion that he should serve as a director of the Company.(6) | 45 | 2023 | | | Thomas F. Kissinger | Our senior executive vice president, general counsel and secretary since August 2013. Prior thereto, he was our secretary and director of legal affairs from August 1993 until being promoted to general counsel and secretary in August 1995. He was promoted to vice president, general counsel and secretary in 2004. He also formerly served as our interim president of Marcus Hotels & Resorts. Mr. Kissinger’s experience with our Company since 1993 in various positions, including his current role as our senior executive vice president, general counsel and secretary, led to our conclusion that he should serve as a director of the Company. | 63 | 2023 |

  4. PROPOSAL 1 — ELECTION OF DIRECTORS

    (1)Gregory S. Marcus is the son of Stephen H. Marcus, our Chairman Emeritus. Stephen H. Marcus and Diane Marcus Gershowitz are siblings. (2)Gregory S. Marcus and Diane Marcus Gershowitz may be deemed to share in the control of the Company as a result of their beneficial ownership of Common Shares and Class B Shares and the ownership of Common Shares and Class B Shares by members of their family, including Stephen H. Marcus. 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)Austin M. Ramirez is a director of Old National Bancorp. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE BOARD’S NOMINEES. COMMON SHARES OR CLASS B SHARES REPRESENTED AT THE MEETING BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED “FOR” EACH OF THE BOARD’S NOMINEES.

  5. Role of Our Compensation Committee

    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: •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 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 him. •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 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. Specifically, Aon Hewitt and Willis Towers Watson 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. 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 Willis Towers Watson 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 (when available for a given position), 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 2023, 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 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 us with actuarial services, pension plan and consulting services limited in scope to only our new disclosure regarding the Company’s pay of named executive officers compared to the Company’s performance. In fiscal 2023, we paid such division approximately $49,800 for such actuarial, pension plan and consulting services which, given the relative sizes of both our organizations, we believe to be a relatively immaterial amount. As a result, our Compensation Committee concluded that Willis Towers Watson’s provision of such actuarial, pension plan and consulting services does not raise any conflict of interest. In February 2024, 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.

  6. Base Salary

    Base Salary Our Compensation Committee, in consultation with our chief executive officer (other than with respect to decisions affecting himself), strives to establish competitive base salaries for our named 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), 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 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, 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 2023, Chad M. Paris, Thomas F. Kissinger, Mark A. Gramz and Michael R. Evans received increases of 8.0%, 4.3%, 4.7% and 5.0%, respectively, in their base salaries; Stephen H. Marcus and Gregory S. Marcus did not receive increases in their respective annual base salaries. In fiscal 2023, the base salaries paid to Messrs. Stephen Marcus, Greg Marcus, Paris, Kissinger, Gramz and Evans represented 46%, 20%, 46%, 29%, 42% and 40%, respectively, of their respective total compensation for the fiscal 2023 as set forth below in the Summary Compensation Table. Based upon our analyzing similar factors earlier this calendar year, for fiscal 2024, Messrs. Paris, Kissinger, Gramz and Evans received an increase in their annual base salary of, 8.2%, 2.0%, 4.5% and 4.1%, respectively; Mr. Greg Marcus did not receive an increase in his annual base salary.

  7. Annual Cash Bonuses

    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 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 2023. Historically, 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 also 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. We have historically established these financial targets for each fiscal year based on a consistent methodology that encourages growth over an average of prior years’ performance for our company and both of our divisions. We establish 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 0%-218% of the applicable bonus based upon our consolidated financial targets and 0%-379% of the applicable bonus based upon our division financial targets. Additionally, the Committee historically has established each named executive officer’s individual performance component of their fiscal year target incentive bonus opportunity as a fixed percentage of their base salary, which was generally intended to approximate 20% of the total target incentive bonus opportunity for our chief executive officer, 30% for our division presidents and 40% for all of our other named executive officers, although these percentages may vary from year to year. Individual performance measures have historically included such officer’s individual contributions and achievements during the fiscal year, particularly as such contributions and achievements relate to advancing our entrepreneurial spirit. If earned, our Committee believes that the combined financial and individual performance components of 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. The Committee established target bonuses for fiscal 2023 under the terms of the variable incentive plan, using Adjusted EBITDA as the financial target. For purposes of determining the relative achievement of our financial targets, we define Adjusted EBITDA as operating income plus depreciation and amortization, impairment charges, share-based compensation and any material unusual nonrecurring items. We established the Adjusted EBITDA targets for fiscal 2023 based upon a methodology that encourages continued growth. We also established these targets with the belief the level of achievability of the targets would likely be consistent with the relative level of achievement of our historical financial targets. The targeted fiscal 2023 incentive bonus award for Mr. Stephen H. Marcus was based on a fixed percentage (0.125%) of our fiscal 2023 consolidated Adjusted EBITDA results. The targeted fiscal 2023 incentive bonus award for Mr. Gregory S. Marcus was based approximately 80% on achieving our fiscal 2023 consolidated Adjusted EBITDA target and approximately 20% on achieving his applicable individual performance measures for each fiscal year. The targeted fiscal 2023 incentive bonus amounts for Messrs. Paris and Kissinger were based approximately 60% on achieving our fiscal 2023 consolidated Adjusted EBITDA target and approximately 40% on achieving their applicable individual performance measures. The targeted fiscal 2023 incentive bonus amounts for Messrs. Gramz and Evans were based approximately 70% on achieving our fiscal 2023 division Adjusted EBITDA targets and approximately 30% on achieving their applicable individual performance measures. For fiscal 2023, targeted incentive bonus amounts for Messrs. Stephen Marcus, Gregory Marcus, Paris, Kissinger, Gramz and Evans were $138,429, $757,124, $158,716, $221,714, $224,128 and $236,557, respectively.

  8. Annual Cash Bonuses

    For fiscal 2023, our actual consolidated Adjusted EBITDA was $108.7 million, or approximately 98% of our target amount of $110.7 million, resulting in a bonus achievement based upon this financial measure of approximately 96%. Similarly, our actual fiscal 2023 theatre division Adjusted EBITDA was $86.4 million, or approximately 96% of the target amount of $89.9 million, resulting in a bonus achievement based upon this financial measure of approximately 91%. Our actual fiscal 2023 hotel division Adjusted EBITDA was $37.7 million, or approximately 96% of the target amount of $39.4 million, resulting in a bonus achievement based upon this financial measure of approximately 90%. Our Compensation Committee subjectively analyzed on a discretionary basis an executive officer’s relative achievement of other fiscal 2023 individual performance measures, including achievements relating to advancing entrepreneurial spirit, with respect to each individual executive officer based on the recommendations of our chief executive officer for all named executive officers other than himself and, in the case of our chief executive officer, by our Committee on its own accord. As a result, and because each named executive officer was determined to have successfully achieved each of his respective individual performance criterion, Messrs. Stephen Marcus, Gregory Marcus, Paris, Kissinger, Gramz and Evans earned fiscal 2023 incentive bonus amounts of $132,753, $731,924, $154,766, $216,129, $210,593 and $220,651, respectively. The targeted fiscal 2024 incentive bonus awards for Mr. Gregory Marcus is based approximately 80% on achieving our fiscal 2024 consolidated Adjusted EBITDA target and approximately 20% on achieving his individual performance measures. The targeted fiscal 2024 incentive bonus amounts for Messrs. Paris and Kissinger are based approximately 60% on achieving our fiscal 2024 consolidated Adjusted EBITDA target and approximately 40% on achieving their applicable individual performance measures. The targeted fiscal 2024 incentive bonus amounts for Messrs. Gramz and Evans are based approximately 70% on achieving our fiscal 2024 division Adjusted EBITDA targets and approximately 30% on achieving their applicable individual performance measures. As was the case for fiscal 2023, we established these Adjusted EBITDA targets for fiscal 2024 based on a consistent methodology that encourages growth over the prior year’s performance for our company and both of our divisions, and also considers our expectations for the performance of the industries that we operate in. Similarly, 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.

  9. Long-Term Incentive Awards

    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. 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. Mr. Stephen H. Marcus is not eligible to receive any equity-based award grants under our stock option and equity awards plans. In fiscal 2023, our long-term incentive plan for our senior executives included 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). 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. In fiscal 2024, the Committee, in consultation with our chief executive officer and Willis Towers Watson, reviewed the award types and mix of compensation elements and vesting terms of our long-term incentive plan awards in comparison to the benchmark companies. As a result of this review and beginning in fiscal 2024, the long-term incentive plan awards for our senior executives now includes a mix of the following three compensation elements: long-term performance stock unit awards (typically expected to constitute approximately 20% of each annual long-term incentive award), long-term performance cash awards (typically expected to constitute approximately 40% of each annual long-term incentive award) and restricted stock (typically expected to constitute approximately 40% of each annual long-term incentive award). Following this change, approximately 60% of each annual long-term incentive award for our senior executives is performance-based. Beginning in fiscal 2024, all three compensation elements have a vesting schedule over three years as further described below. Stock Options (2023 and prior) Beginning in fiscal 2018 through fiscal 2023, 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. Performance Stock Units Beginning in fiscal 2024, stock options were replaced with performance stock units 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. For grants made in fiscal 2024, performance stock unit awards granted as part of each such awards are eligible to be earned based on our achievement of performance goals expressed in terms of (i) earnings before interest, taxes, depreciation and amortization growth rate ranking relative to the Russell 2000 Index with respect to 25% of the total number of performance stock unit awards, and (ii) our average return on invested capital, or ROIC, ranking relative to the Russell 2000 Index with respect to 75% of the total number of performance stock unit awards. For grants awarded in fiscal 2024, our Committee determined these performance stock unit award performance goals will relate to the three-year performance period from fiscal 2024-2026. Under our long-term incentive plan, if our relative ROIC and/or Adjusted EBITDA growth rate over the three-year 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 performance stock unit award amount for LTIP participants will be equal to 25% of the target award amount for such respective performance measure. If we achieve performance of either or both measures equal to the 50th percentile, then the award will be 100% of the target award amount for such respective performance measure. If we achieve performance of either or both measures equal to or above the 75th percentile, then the award will be 150% of the target award amount for such respective performance measure. Performance Cash 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 2019, fiscal 2020, fiscal 2021, fiscal 2022 and fiscal 2023 for Messrs. Gregory Marcus and Kissinger. The performance cash component’s measurement period is three years for grants made in fiscal 2022 and four years for grants made in fiscal 2023 for Mr. Paris. The performance cash component’s measurement period is three years for grants made in fiscal 2023 for Mr. Gramz. The performance cash component’s measurement period is four years for grants made in fiscal 2021 and five years for grants made in fiscal 2022 and fiscal 2023 for Mr. Evans. The performance cash component’s measurement period is three years for grants made in fiscal 2024 for Messrs. Gregory Marcus, Paris, Kissinger, Gramz and Evans. The performance measures for the performance cash component are our average return on invested capital, or ROIC, during the relevant measurement periods, 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. Restricted Stock 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. In fiscal 2018 through fiscal 2023, our restricted stock grants have a vesting schedule of 50% after the second anniversary of grant and 100% after the fourth anniversary. Beginning in fiscal 2024, our restricted stock grants have a vesting schedule of 50% after the second anniversary of grant and 100% after the third anniversary.

  10. Long-Term Incentive Awards

    Based on the foregoing considerations, our Committee granted the following fiscal 2023 long-term incentive awards to our named executive officers 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).

  11. Long-Term Incentive Awards

    | Name | Total Dollar Value of Long-Term Incentive Award (100%) | Dollar Value/ Shares(1) of Option Component (40%) | | | Dollar Value/ Shares(2) of Restricted Stock Component (20 %) | | | Dollar Value of Performance Cash Component Target Award (40%) | | Mr. G. Marcus | $3,368,972 | $1,364,616 | / | 172,300 | $674,356 | / | 42,200 | $1,330,000 | | Mr. C. Paris | 584,462 | 236,808 | / | 29,900 | 116,654 | / | 7,300 | 231,000 | | Mr. T. Kissinger | 1,107,394 | 448,272 | / | 56,600 | 222,122 | / | 13,900 | 437,000 | | Mr. M. Gramz | 537,866 | 217,800 | / | 27,500 | 107,066 | | 6,700 | 213,000 | | Mr. M. Evans | 684,628 | 277,200 | / | 35,000 | 137,428 | / | 8,600 | 270,000 |

  12. Long-Term Incentive Awards

    _____________________ (1)Based on an estimated fiscal 2023 FASB ASC Topic 718 option value per share of $7.92. Each option granted has an exercise price of $15.99 per share, which is equal to the closing sale price of our Common Shares on the March 7, 2023 stock option grant date. (2)Based on the closing sale price of $15.98 per share of our Common Shares on the March 1, 2023 restricted stock grant date. Our Committee granted the following fiscal 2024 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).

  13. Long-Term Incentive Awards

    | Name | Total Dollar Value of Long-Term Incentive Award (100%) | Dollar Value/ Shares(1) of Performance Stock Units Component (20%) | | | Dollar Value/ Shares(2) of Restricted Stock Component (40%) | | | Dollar Value of Performance Cash Component Target Award (40%) | | Mr. G. Marcus | $3,337,852 | $669,284 | / | 45,100 | $1,338,568 | / | 90,200 | $1,330,000 | | Mr. C. Paris | 722,812 | 145,432 | / | 9,800 | 289,380 | / | 19,500 | 288,000 | | Mr. T. Kissinger | 1,166,932 | 234,472 | / | 15,800 | 467,460 | / | 31,500 | 465,000 | | Mr. M. Gramz | 607,064 | 121,688 | | 8,200 | 243,376 | / | 16,400 | 242,000 | | Mr. M. Evans | 789,880 | 158,788 | | 10,700 | 316,092 | / | 21,300 | 315,000 |

  14. Long-Term Incentive Awards

    (1)Based on the closing sale price of $14.84 per share of our Common Shares on the February 22, 2024 performance stock unit grant date. (2)Based on the closing sale price of $14.84 per share of our Common Shares on the February 22, 2024 restricted stock grant date. In addition to the annual grant of long-term incentive awards described above, in fiscal 2024, the Committee issued special long-term incentive grants of restricted stock awards to certain of our named executive officers in connection with the retention and considerable efforts of certain senior executives relative to our operation over the last several years during unique and trying circumstances. In connection with these awards, Messrs. Gregory Marcus, Paris, Kissinger and Evans received 192,300, 6,800, 57,100 and 8,500 shares of restricted stock, respectively, valued at $2,853,732, $100,912, $847,364 and $126,140, respectively. These special long-term incentive grants of restricted stock awards vest fully on the fourth anniversary of their grant, or upon retirement after the third anniversary of their grant.

  15. Stock Option Policies

    Stock Option Policies Prior to fiscal 2024, we generally followed 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 followed 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 granted options with an exercise price equal to the closing sale price of our Common Shares on the effective date of grant. All options were 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 since fiscal 2018 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. Beginning in fiscal 2024, we no longer grant stock options to our named executive officers. 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 authority to him or any other members of our management to grant awards to our named executive officers. 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 2023 and fiscal 2024 to date, our total annual burn rate was approximately 1.9% and 1.3%, respectively, with approximately 1.3% and 0.9%, respectively, attributable to stock options, performance stock units and restricted stock granted to our named executive officers.

  16. Qualified Retirement Plan

    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 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 59 ½, 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.

  17. Nonqualified Deferred Compensation

    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 prime interest rate of a designated national bank on the first day of the calendar quarter. 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 ($135,000 and $150,000 for calendar years 2023 and 2024, respectively), 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. Other than Mr. Paris and Mr. Evans, all of our named executive officers are RIP Participants. 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 2023, the reduction in annual Supplemental Plan benefits would equal approximately $39,400.

  18. Nonqualified Deferred Compensation

    | | | 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 |

  19. Nonqualified Deferred Compensation

    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 H. Marcus had terminated his employment with us on December 31, 2008. As a result, Mr. Stephen H. 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 2023 and 2024, had annual compensation in excess of $135,000 and $150,000, respectively, during the prior year), and (2) the participant is employed by us on the last day of such year, or has terminated 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:

  20. Nonqualified Deferred Compensation

    | 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% |

  21. Nonqualified Deferred Compensation

    All accounts are credited quarterly with simple interest at the reference rate declared by J.P. Morgan 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., 2020, 2025, 2030), 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.

  22. Executive Long Term Disability Plan

    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.

  23. Summary Compensation Table

    Summary Compensation Table Set forth below is information regarding the compensation earned by, paid or awarded to Stephen H. Marcus, our former chairman of the board, Gregory S. Marcus, our president and chief executive officer and chairman of the board, Chad M. Paris, our chief financial officer and treasurer, Thomas F. Kissinger, our senior executive vice president, general counsel and secretary, Mark A. Gramz, our president of Marcus Theatres Corporation and Michael R. Evans, our president of Marcus Hotels & Resorts, during fiscal 2023, fiscal 2022 and fiscal 2021. Messrs. Stephen Marcus, Gregory Marcus, Paris, Kissinger, Gramz and Evans comprised our named executive officers for fiscal 2023. 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.

  24. Summary Compensation Table

    | 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 Former Chairman of the Board(7) | 2023 | $567,308 | $— | $— | $— | $132,753 | $219,820 | $300,745 | $1,220,626 | | | 2022 | 623,842 | — | — | — | 149,842 | — | 300,745 | 1,074,429 | | | 2021 | 603,850 | 145,151 | — | — | — | — | 300,745 | 1,049,746 | | Gregory S. Marcus Chairman of the Board, President and CEO | 2023 | $950,000 | $— | $674,356 | $1,364,616 | $1,101,524 | $658,888 | $35,211 | $4,784,595 | | | 2022 | 942,360 | — | 601,965 | 1,179,520 | 770,430 | 6,414 | 18,605 | 3,519,294 | | | 2021 | 874,555 | 487,905 | 905,466 | 1,320,826 | 229,425 | 5,490 | 10,480 | 3,834,147 | | Chad M. Paris CFO and Treasurer | 2023 | $410,114 | $— | $116,654 | $236,808 | $154,766 | $12,920 | $18,632 | $949,894 | | | 2022 | 342,269 | — | 91,260 | 178,480 | 110,155 | — | 760 | 722,924 | | | 2021 | 51,827 | 12,891 | — | 82,300 | — | — | 18 | 147,036 | | Thomas F. Kissinger Senior Executive Vice President, General Counsel and Secretary | 2023 | $565,662 | $— | $222,122 | $448,272 | $336,249 | $370,261 | $30,351 | $1,972,917 | | | 2022 | 541,433 | — | 196,560 | 388,000 | 281,269 | 15,003 | 24,153 | 1,446,418 | | | 2021 | 509,360 | 156,045 | 290,619 | 453,102 | 98,900 | 11,813 | 21,146 | 1,540,985 | | Mark A. Gramz(8) President of Marcus Theatres Corporation | 2023 | $441,308 | $— | $107,066 | $217,800 | $210,593 | $47,580 | $20,099 | $1,044,446 | | | 2022 | 321,654 | — | — | 29,260 | 90,000 | — | 17,363 | 458,277 | | | 2021 | 259,823 | 37,726 | — | 40,404 | — | — | 17,879 | 355,832 | | Michael R. Evans President of Marcus Hotels & Resorts | 2023 | $468,346 | $— | $137,428 | $277,200 | $236,491 | $24,660 | $22,678 | $1,166,803 | | | 2022 | 445,193 | — | 121,095 | 250,800 | 507,853 | 13,000 | 18,764 | 1,356,705 | | | 2021 | 410,562 | 212,500 | 96,873 | 221,260 | — | — | 15,450 | 956,645 |

  25. Summary Compensation Table

    (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 8 to our fiscal 2023 financial statements. (3)Reflects cash bonuses earned in fiscal 2022 and 2023 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 fiscal 2021. Amounts also reflect 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.” (4)The numbers in this column reflect the sum of (a) the aggregate change in the actuarial present value of 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 the present value of accumulated benefits under our Supplemental Plan during fiscal 2023 was due to changes in pay levels and a decrease in the assumed discount rate used to calculate the actuarial present value. The change in the present value of Mr. S. Marcus’, Mr. G. Marcus’, Mr. Kissinger’s and Mr. Gramz’s benefits under the Supplemental Plan for fiscal 2022 were negative numbers ($268,000, $1,674,000, $316,000 and $154,000, respectively), due primarily to an increase in the assumed discount rate used to calculate the actuarial present value. The change in the present value of Mr. S. Marcus’, Mr. G. Marcus’, Mr. Kissinger’s and Mr. Gramz’s benefits under the Supplemental Plan for fiscal 2021 were negative numbers ($313,000, $263,000, $74,000 and $306,000, respectively), due primarily to an increase in the assumed discount rate used to calculate the actuarial present value. Consistent with the SEC’s disclosure requirements, we treated these numbers as zero for the purposes of this table. (5)$300,127 of the amount in this column for Mr. Stephen Marcus represents payments received under our Supplemental Plan in each of fiscal 2023, fiscal 2022 and fiscal 2021. (6)We paid $9,448, $3,192, $8,162, $4,569 and $5,298 in fiscal 2023 in premiums under our Executive Long Term Disability Plan on behalf of Messrs. Gregory Marcus, Paris, Kissinger, Gramz and Evans, respectively. We paid $9,448, $8,162, $4,886 and $5,298 in fiscal 2022 in premiums under our Executive Long Term Disability Plan on behalf of Messrs. Gregory Marcus, Kissinger, Gramz and Evans, respectively. We paid $9,448, $8,162, $5,045 and $5,298 in fiscal 2021 in premiums under our Executive Long Term Disability Plan on behalf of Messrs. Gregory Marcus, Kissinger, Gramz and Evans, respectively. (7)Mr. Stephen Marcus retired from his position as chairman of our board of directors May 23, 2023. (8)Mr. Gramz was promoted to president of Marcus Theatres on October 1, 2022.

  26. Grants of Plan-Based Awards

    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, restricted stock units, stock options, performance stock awards, performance stock units 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 2023. The amounts set forth below should not be added to amounts set forth in the Summary Compensation Table.

  27. Grants of Plan-Based Awards

    | | | 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 | Grant Date(1) | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | Mr. S. Marcus | N/A | — | — | — | — | — | — | — | — | — | — | | | | 0 | $138,429 | $442,973 | — | — | — | — | — | — | — | | Mr. G. Marcus | 03/01/23 | — | — | — | — | — | — | 42,200 | — | — | $674,356 | | | 03/07/23 | — | — | — | — | — | — | — | 172,300 | $15.99 | 1,364,616 | | | | 0 | 2,087,124 | 4,104,297 | — | — | — | — | — | — | — | | Mr. Paris | 03/01/23 | — | — | — | — | — | — | 7,300 | — | — | 116,654 | | | 03/07/23 | — | — | — | — | — | — | — | 29,900 | 15.99 | 236,808 | | | | 0 | 389,716 | 717,177 | — | — | — | — | — | — | — | | Mr. Kissinger | 03/01/23 | — | — | — | — | — | — | 13,900 | — | — | 222,122 | | | 03/07/23 | — | — | — | — | — | — | — | 56,600 | 15.99 | 448,272 | | | | 0 | 658,714 | 1,176,885 | — | — | — | — | — | — | — | | Mr. Gramz | 03/01/23 | — | — | — | — | — | — | 6,700 | — | — | 107,066 | | | 03/07/23 | — | — | — | — | — | — | — | 27,500 | 15.99 | 217,800 | | | | 0 | 437,128 | 889,860 | — | — | — | — | — | — | — | | Mr. Evans | 03/01/23 | — | — | — | — | — | — | 8,600 | — | — | 137,428 | | | 03/07/23 | — | — | — | — | — | — | — | 35,000 | 15.99 | 277,200 | | | | 0 | 506,557 | 1,006,057 | — | — | — | — | — | — | — |

  28. Grants of Plan-Based Awards

    _____________________ (1)Our equity award granting practices are described above in the CD&A. (2)Reflects potential payouts under our annual incentive bonus plan and the performance cash component of our long-term incentive plan. For fiscal 2023, maximum awards were limited to approximately 234% – 320% of the named executive officer’s target award under our incentive bonus plan and 150% of the named executive officer’s 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., long-term performance cash) awards under our long-term incentive plan will be determined pursuant to our achievement in fiscal 2027 of the specific five-year performance targets for Messrs. Gregory Marcus, Kissinger and Evans, will be determined pursuant to our achievement in fiscal 2026 of the specific four-year performance targets for Mr. Paris and will be determined pursuant to our achievement in fiscal 2025 of the specific three-year performance targets for Mr. Gramz, 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.

  29. Outstanding Equity Awards at Fiscal Year-End

    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 2023 on December 28, 2023, 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.

  30. Outstanding Equity Awards at Fiscal Year-End

    | | 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 | 49,500 | — | — | 18.34 | 07/29/2024 | — | — | — | — | | | 44,100 | — | — | 20.26 | 07/28/2025 | — | — | — | — | | | 28,500 | — | — | 18.68 | 03/01/2026 | — | — | — | — | | | 40,000 | — | — | 31.20 | 02/28/2027 | — | — | — | — | | | 75,000 | — | — | 27.00 | 02/27/2028 | — | — | — | — | | | 70,200 | — | — | 41.90 | 02/26/2029 | — | — | — | — | | | 90,750 | 30,250(2) | — | 28.88 | 02/25/2030 | — | — | — | — | | | 60,000 | 20,000(3) | — | 12.71 | 05/08/2030 | — | — | — | — | | | 68,650 | 68,650(4) | — | 21.84 | 03/09/2031 | — | — | — | — | | | — | 152,000(5) | — | 17.04 | 03/08/2032 | — | — | — | — | | | — | 172,300(6) | — | 15.99 | 03/07/2033 | — | — | — | — | | | — | — | — | — | — | 1,875(7) | 27,544 | — | — | | | — | — | — | — | — | 788(8) | 11,576 | — | — | | | — | — | — | — | — | 788(8) | 11,576 | — | — | | | — | — | — | — | — | 8,500(9) | 124,865 | — | — | | | — | — | — | — | — | 14,600(10) | 214,474 | — | — | | | — | — | — | — | — | 34,300(11) | 503,867 | — | — | | | — | — | — | — | — | 42,200(12) | 619,918 | — | — | | Mr. Paris | 5,000 | 5,000(13) | — | 18.68 | 10/18/2031 | — | — | — | — | | | — | 23,000(14) | — | 17.04 | 03/08/2032 | — | — | — | — | | | — | 29,900(15) | | 15.99 | 03/07/2033 | — | — | — | — | | | — | — | — | — | — | 5,200(16) | 76,388 | — | — | | | | | | | | 7,300(17) | 107,237 | — | — | | Mr. Kissinger | 15,683 | — | — | 18.34 | 07/29/2024 | — | — | — | — | | | 19,300 | — | — | 20.26 | 07/28/2025 | — | — | — | — | | | 12,300 | — | — | 18.68 | 03/01/2026 | — | — | — | — | | | 17,000 | — | — | 31.20 | 02/28/2027 | — | — | — | — | | | 24,400 | — | — | 27.00 | 02/27/2028 | — | — | — | — | | | 23,400 | — | — | 41.90 | 02/26/2029 | — | — | — | — | | | 29,250 | 9,750(18) | — | 28.88 | 02/25/2030 | — | — | — | — | | | 15,000 | 5,000(19) | — | 12.71 | 05/08/2030 | — | — | — | — | | | 23,550 | 23,550(20) | — | 21.84 | 03/09/2031 | — | — | — | — | | | — | 50,000(21) | — | 17.04 | 03/08/2032 | — | — | — | — | | | — | 56,600(22) | — | 15.99 | 03/07/2023 | | | | | | | — | — | — | — | — | 1,250(23) | 18,363 | — | — | | | — | — | — | — | — | 464(24) | 6,816 | — | — | | | — | — | — | — | — | 464(24) | 6,816 | — | — | | | — | — | — | — | — | 2,750(25) | 40,398 | — | — | | | — | — | — | — | — | 5,000(26) | 73,450 | — | — |

  31. Outstanding Equity Awards at Fiscal Year-End

    | | 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 | | | — | — | — | — | — | 11,200(27) | 164,528 | — | — | | | — | — | — | — | — | 13,900(28) | 204,191 | — | — | | Mr. Gramz | 700 | — | — | 18.34 | 07/29/2024 | — | — | — | — | | | 3,500 | — | — | 20.26 | 07/28/2025 | — | — | — | — | | | 2,040 | — | — | 18.68 | 03/01/2026 | — | — | — | — | | | 3,500 | — | — | 31.20 | 02/28/2027 | — | — | — | — | | | 3,500 | — | — | 27.00 | 02/27/2028 | — | — | — | — | | | 3,500 | — | — | 41.90 | 02/26/2029 | — | — | — | — | | | 2,625 | 875(29) | — | 28.88 | 02/25/2030 | — | — | — | — | | | 1,312 | 438(30) | — | 12.71 | 05/08/2030 | — | — | — | — | | | 2,100 | 2,100(31) | — | 21.84 | 03/09/2031 | — | — | — | — | | | — | 3,500(32) | — | 17.04 | 03/08/2032 | — | — | — | — | | | — | 27,500(33) | — | 15.99 | 3/07/2033 | — | — | — | — | | | | | | | | 6,700(34) | 98,423 | — | — | | Mr. Evans | 24,379 | 8,127(35) | — | 31.11 | 01/08/2030 | — | — | — | — | | | 5,338 | 1,779(36) | — | 28.88 | 02/25/2030 | — | — | — | — | | | 15,000 | 5,000(37) | — | 12.71 | 05/08/2030 | — | — | — | — | | | 11,500 | 11,500(38) | — | 21.84 | 03/09/2031 | — | — | — | — | | | — | 30,000(39) | — | 17.04 | 03/08/2032 | — | — | — | — | | | — | 35,000(40) | — | 15.99 | 03/07/2033 | — | — | — | — | | | — | — | — | — | — | 1,334(41) | 19,596 | — | — | | | — | — | — | — | — | 2,450(42) | 35,991 | — | — | | | — | — | — | — | — | 6,900(43) | 101,361 | — | — | | | — | — | — | — | — | 8,600(44) | 126,334 | — | — |

  32. Outstanding Equity Awards at Fiscal Year-End

    (1)Reflects the amount calculated by multiplying the number of unvested restricted shares by the closing price of our Common Stock as of December 28, 2023 of $14.69. (3)20,000 options will vest on May 8, 2024. (4)34,325 options will vest on each of March 9, 2024 and March 9, 2025. (5)76,000 options will vest on March 8, 2024 and 38,000 options will vest on each March 8, 2025 and March 8, 2026. (6)86,150 options will vest on March 7, 2025 and 43,075 options will vest on each March 7, 2026 and March 7, 2027. (7)1,875 shares of restricted stock will vest upon retirement, permanent disability or death. (8)788 shares of restricted stock will vest upon retirement, permanent disability or death. (9)8,500 shares of restricted stock will vest on February 19, 2024. (10)14,600 shares of restricted stock will vest on February 25, 2025. (11)17,150 shares of restricted stock will vest on each February 23, 2024 and February 23, 2026. (12)21,100 shares of restricted stock will vest on each March 1, 2025 and March 1, 2027. (13)2,500 options will vest on each October 18, 2024 and October 18, 2025. (14)11,500 options will vest on March 8, 2024 and 5,750 options will vest on each March 8, 2025 and March 8, 2026. (15)14,950 options will vest on March 7, 2025 and 7,475 options will vest on each March 7, 2026 and March 7, 2027. (16)2,600 shares of restricted stock will vest on each of February 23, 2024 and February 23, 2026. (17)3,650 shares of restricted stock will vest on each of March 1, 2025 and March 1, 2027. (23)1,250 shares of restricted stock will vest upon retirement, permanent disability or death. (24)464 shares of restricted stock will vest upon retirement, permanent disability or death. (25)2,750 shares of restricted stock will vest on February 19, 2024. (26)5,000 shares of restricted stock will vest on February 25, 2025. (27)5,600 shares of restricted stock will vest on each February 23, 2024 and February 23, 2026. (28)6,950 shares of restricted stock will vest on each March 1, 2025 and March 1, 2027. (29)875 options will vest on February 25, 2024. (30)438 options will vest on May 8, 2024. (31)1,050 options will vest on each March 9, 2024 and March 9, 2025. (32)1,750 options will vest on March 8, 2024 and 875 options will vest on each March 8, 2025 and March 8, 2026. (33)13,750 options will vest on March 7, 2025 and 6,875 options will vest on each March 7, 2026 and March 7, 2027. (34)3,350 shares of restricted stock will vest on each March 1, 2025 and March 1, 2027. (35)8,127 options will vest on January 8, 2024. (36)1,779 options will vest on February 25, 2024. (37)5,000 options will vest on May 8, 2024. (38)5,750 options will vest on each March 9, 2024 and March 9, 2025. (39)15,000 options will vest on March 8, 2024 and 7,500 options will vest on each March 8, 2025 and March 8, 2026. (40)17,500 options will vest on March 7, 2025 and 8,750 options will vest on each March 7, 2026 and March 7, 2027. (41)1,333 shares of restricted stock will vest on February 19, 2024. (42)2,450 shares of restricted stock will vest on February 25, 2025. (43)3,450 shares of restricted stock will vest on each February 23, 2024 and February 23, 2026. (44)4,300 shares of restricted stock will vest on each March 1, 2025 and March 1, 2027.

  33. Option Exercises and Restricted Stock Vested

    Option Exercises and Restricted Stock Vested The following table sets forth information regarding each exercise of stock options and vesting of restricted stock that occurred during fiscal 2023 for each of our named executive officers on an aggregated basis. The amounts set forth below should not be added to the amounts set forth in the Summary Compensation Table.

  34. Option Exercises and Restricted Stock Vested

    | Name | Number of Shares Acquired on Option Exercise | Value Realized on Option Exercise(1) | Number of Shares Acquired on Vesting of Restricted Shares | Value Realized on Vesting of Restricted Shares(2) | | Mr. S. Marcus | N/A | — | N/A | — | | Mr. G. Marcus | 57,500 | $112,700 | 20,400 | $321,188 | | Mr. Paris | — | — | — | — | | Mr. Kissinger | — | — | 6,950 | $109,427 | | Mr. Gramz | — | — | — | — | | Mr. Evans | — | — | 2,450 | $38,465 |

  35. Option Exercises and Restricted Stock Vested

    _____________________ (1)Reflects the amount calculated by multiplying the number of shares received upon exercise of options by the difference between the closing price of our Common Shares on the exercise date and the exercise price of the exercised options, and, along with the “Number of Shares Acquired on Option Exercise,” has not been reduced to account for any shares withheld by the Company to satisfy the exercise price or tax liability incident to the exercise of stock options. (2)Reflects the amount calculated by multiplying the number of vested restricted shares by the closing price of our Common Shares on the date the restricted shares vested.

  36. Pension Benefits

    Pension Benefits The following table sets forth the actuarial present value of each named executive officer’s accumulated benefits under our Supplemental Plan as of the end of fiscal 2023 on December 28, 2023, assuming benefits are paid at normal retirement age based on current levels of compensation, as well as payments made to Mr. Stephen Marcus during fiscal 2023 under our Supplemental Plan as a result of his retirement on January 6, 2009 as our chief executive officer. The table also shows the number of years of credited service under each such plan, which are subject to a maximum of 30, and the estimated annual benefits payable under the Supplemental Plan at normal retirement age as of the end of fiscal 2023 on December 28, 2023. The amounts set forth below should not be added to the amounts set forth in the Summary Compensation Table.

  37. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefits | Payments During Last Fiscal Year | Estimated Annual Benefits Payable at Normal Retirement Age | | Mr. S. Marcus | Supplemental Plan | 30(1) | $6,851,000 | $300,127 | $300,000 | | Mr. G. Marcus | Supplemental Plan | 30(2) | 3,169,000 | — | 700,000 | | Mr. Paris | Supplemental Plan | 2 | 13,000 | — | 10,000 | | Mr. Kissinger | Supplemental Plan | 30 | 3,169,000 | — | 264,000 | | Mr. Gramz | Supplemental Plan | 30 | 1,220,000 | — | 107,000 | | Mr. Evans | Supplemental Plan | 3 | 38,000 | — | 34,000 |

  38. Pension Benefits

    (1)Mr.Stephen Marcus was employed by us for 62 years, but his years of credited service under the Supplemental Plan are subject to a maximum of 30. (2)Mr. Gregory Marcus has been employed by us for 31 years, but his years credited service under the Supplement Plan are subject to a maximum of 30. Our Supplemental Plan benefits payable to Messrs. Stephen Marcus, Gregory Marcus, Paris, Kissinger, Gramz and Evans are determined under the formula illustrated above in the CD&A. Covered compensation for purposes of the Supplemental Plan consists of salary, bonus and non-equity incentive compensation, but excluding long-term performance cash amounts. The payments to Mr. Stephen Marcus under the Supplemental Plan in fiscal 2023 are discussed above under “Nonqualified Deferred Compensation.”

  39. Nonqualified Deferred Compensation—Annual Contribution

    Nonqualified Deferred Compensation—Annual Contribution The following table sets forth annual executive and Company contributions under our Deferred Compensation Plan, as well as each named executive officer’s withdrawals, earnings and fiscal year end balances in those plans. The amounts set forth below should not be added to the amounts set forth in the Summary Compensation Table.

  40. Nonqualified Deferred Compensation—Annual Contribution

    | Name | Executive Contributions in Fiscal 2023(1) | Company Contributions in Fiscal 2023 | Aggregate Earnings in Fiscal 2023(2) | Aggregate Withdrawals/ Distributions in Fiscal 2023 | Aggregate Balance at December 28, 2023(3) | | Mr. S. Marcus | $— | $— | $— | $— | $— | | Mr. G. Marcus | — | — | 42,432 | — | 556,332 | | Mr. Paris | — | — | — | — | — | | Mr. Kissinger | 141,415 | — | 73,463 | 448,013 | 1,019,588 | | Mr. Gramz | — | — | — | — | — | | Mr. Evans | — | — | — | — | — |

  41. Nonqualified Deferred Compensation—Annual Contribution

    _____________________ (1)All of the amounts reported in this column were also reported as compensation in the Summary Compensation Table. (2)Certain amounts reported in this column were considered above-market earnings and therefore are reported as compensation in the Summary Compensation Table, including $17,728 for Mr. Gregory Marcus and $30,871 for Mr. Kissinger. (3)The amounts reported in this column include $360,363 for Mr. Gregory Marcus and $1,463,184 for Mr. Kissinger that was previously reported as compensation in the Summary Compensation Table for years prior to fiscal 2023.

  42. Pay Ratio

    Pay Ratio As required by Item 402(u) of SEC Regulation S-K, we are providing the following information about the ratio of the median annual total compensation of our employees and the annual total compensation of Gregory S. Marcus, our president and chief executive officer. For the year ended December 28, 2023: •The annual total compensation of our median employee was reasonably estimated to be $11,500. •The annual total compensation of Mr. Gregory Marcus was $4,784,595. Based on this information, the ratio of the annual total compensation of our chief executive officer to the annual total compensation of our median employee is estimated to be 416 to 1. We identified our median employee using a multi-step process. First, we examined the wages of all individuals employed by us on November 1, 2023 (other than Mr. Gregory Marcus), whether full-time, part-time or on a seasonal basis, to identify the median base wage of all our employees. We annualized wages and salaries for all permanent employees who were hired after December 29, 2022, as permitted by SEC rules. We selected the individual within such group whose total wage was at the median to serve as our median employee whose compensation is disclosed above. The median employee was identified as a part-time associate in one of our theatres. To calculate our ratio, we divided Mr. Gregory Marcus’ annual total compensation by the annual total compensation of our median employee. We calculated the total compensation of the median employee according to the same rules we use to calculate the total compensation of our named executive officers in the Summary Compensation Table. Total compensation of our median employee was lower than in prior pre-pandemic years due to the fact that our theatres and hotels continued to operate at reduced staffing levels during fiscal 2023. To calculate Mr. Gregory Marcus’ annual total compensation, we used the amount reported in the “Total” column of our Summary Compensation Table for fiscal 2023.

  43. Pay-Versus-Performance

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2) | Value of initial fixed $100 investment based on: | | Net Earnings (Loss) Attributable to The Marcus Corporation | Adjusted EBITDA(5) | | | | | | | Total Shareholder Return (4) | Peer Group Total Shareholder Return (4) | | | | | | | | | | | (in thousands) | (in thousands) | | 2023 | $4,784,595 | $3,836,963 | $1,270,937 | $1,101,976 | $46.34 | $70.60 | $14,794 | $108,723 | | 2022 | 3,519,294 | 2,860,630 | 1,134,366 | 1,004,068 | 44.25 | 45.73 | (11,972) | 85,074 | | 2021 | 3,834,147 | 4,721,255 | 1,585,182 | 1,762,217 | 55.41 | 72.00 | (43,293) | 35,080 | | 2020 | 4,608,010 | 735,093 | 1,534,826 | 574,223 | 41.61 | 67.02 | (124,843) | (71,574) |

  44. Non-Employee Director Compensation

    Non-Employee Director Compensation The following table sets forth information regarding the compensation received by each of our non-employee directors during fiscal 2023. Our other directors are named executive officers and receive no compensation for their services as directors and are therefore omitted from the table.

  45. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Restricted Stock Awards(2) | Option Awards(3) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Non-Qualified Deferred Compensation Earnings | All Other Compensation | Total | | Diane Marcus Gershowitz | $47,000 | $24,115 | $45,730 | $9,996 | $— | $— | $1,197 | $128,038 | | Allan H. Selig(4) | 55,250 | 24,115 | 45,730 | 9,996 | — | — | 1,197 | 136,288 | | Timothy E. Hoeksema | 58,500 | 24,115 | 45,730 | 9,996 | — | — | 1,197 | 139,538 | | Philip L. Milstein | 58,750 | 24,115 | 45,730 | 9,996 | — | — | 1,197 | 139,788 | | Brian J. Stark | 62,250 | 24,115 | 45,730 | 9,996 | — | — | 1,197 | 143,288 | | Bruce J. Olson | 47,000 | 24,115 | 45,730 | 9,996 | — | — | 1,197 | 128,038 | | Katherine M. Gehl | 53,000 | 24,115 | 45,730 | 9,996 | — | — | 1,197 | 134,038 | | Austin M. Ramirez | 47,000 | 24,115 | 45,730 | 9,996 | | | — | 126,841 |

  46. Non-Employee Director Compensation

    _____________________ (1)The dollar amount is equal to the number of shares issued multiplied by the closing sale price of our Common Shares on May 24, 2023, the date the shares were issued. (2)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. (3)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 of our fiscal 2023 financial statements. (4)This amount includes $2,250 of which Mr. Selig was overpaid in our fiscal 2023 for his attendance at board meetings in fiscal 2023. This was corrected by withholding such amount from the amount he was compensated for attending our first meeting of our board of directors in fiscal 2024. Pursuant to our non-employee director compensation plan, our non-employee directors received in fiscal 2023: (1) a cash retainer of $25,000; (2) a board meeting attendance fee of $5,500; (3) a restricted stock grant of Common Shares valued at $45,000, with the number of shares being determined by dividing $45,000 by the volume-weighted average price for the 20 trading days preceding the date of the grant and that vest at the earlier of (a) 100% upon the director’s eligibility for normal retirement (as determined by the Compensation Committee) from the board of directors or upon death or (b) 50% upon the second anniversary of the grant date if the individual is then still serving as a director and the remaining 50% upon the fourth anniversary of the grant date if the individual is then still serving as a director; (4) a yearly annual meeting stock grant retainer of Common Shares valued at $25,000, with the number of shares being determined by dividing $25,000 by the volume-weighted average price for the 20 trading days preceding the date of the grant; (5) an attendance fee of $1,750 for each board committee meeting attended (or $2,000 per committee meeting attended if that person served as the committee’s chairperson), except that each member of the Audit Committee is to receive $2,000 per committee meeting attended, and the chairman of the Audit Committee is to receive $2,500 per committee meeting attended; and (6) an option to purchase Common Shares valued at $10,000, with the number of common shares determined by dividing $10,000 by the calculated Black Scholes value of the option as of the grant date, the last day of the fiscal year, with the exercise price of all options granted to non-employee directors is to be equal to 100% of the fair market value of the Common Shares on the date of grant.