Allan H. Selig
About Allan H. Selig
Allan H. Selig is an independent director of The Marcus Corporation, serving since 1995. He is Chief Executive Officer of Selig Leasing Co., Inc. and Commissioner Emeritus of Major League Baseball; current age 90 as of the record date, reflecting long-tenured governance experience in complex, stakeholder-rich organizations . The board explicitly reviewed relationships with Selig Leasing and Major League Baseball and determined Mr. Selig is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Selig Leasing Co., Inc. | Chief Executive Officer | Not disclosed | Related-party supplier to MCS; transactions pre-approved and limited to out-of-pocket costs |
| Major League Baseball | Commissioner Emeritus | Not disclosed | Independence reviewed in light of MLB-related relationships; board affirmed independence |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oil-Dri Corporation of America | Director | Not disclosed | Listed as current directorship in MCS proxy |
Board Governance
- Committee assignments: Chairman, Compensation Committee; member, Finance Committee (Finance Committee did not meet in fiscal 2024) .
- Independence: Determined independent after reviewing relationships with Selig Leasing and Major League Baseball .
- Attendance and engagement: Board met 4 times; each director except Ms. Gehl attended at least 75% of board and committee meetings; non-management directors hold executive sessions .
- Compensation committee interlocks: No member (including Mr. Selig) has served as an officer or employee; no cross-board interlocks with companies where MCS executives serve .
- Lead Independent Director: Philip L. Milstein (context for board leadership) .
Fixed Compensation
| Component | FY 2024 Amount | Detail |
|---|---|---|
| Cash fees | $54,250 | Includes quarterly cash retainer and committee fees; note includes a $2,250 reduction for prior-year overpayment |
| Annual stock grant (common shares) | $23,005 | Grant valued at ~$25,000 using VWAP methodology; table shows issued-value amount |
| Restricted stock grant | $64,145 | Grant valued at ~$65,000; vests 50% at 2 years and 50% at 4 years or fully upon normal retirement/death per director plan |
| All other comp | $1,883 | Miscellaneous items per director plan |
| Total | $143,283 | Sum of above |
Director compensation structure (policy-level):
- Annual cash retainer $60,000 starting Q2 FY24; Audit Committee member $2,000 per meeting, chair $2,500; other committees $1,750 per meeting, chair $2,000 .
- Yearly stock grant retainer valued at $25,000; restricted stock grant valued at $65,000 with defined vesting terms .
Performance Compensation
Directors do not receive performance-based pay; however, as Compensation Committee Chair, Mr. Selig oversees executive pay metrics. The company’s incentive framework in FY2024:
| Metric | FY 2024 Target | FY 2024 Actual | Payout Basis |
|---|---|---|---|
| Consolidated Adjusted EBITDA | $89.6 million | $102.4 million | 110.0% payout for financial component (CEO, CFO, GC plans) |
| Theatres Adjusted EBITDA (Gramz) | Target not shown | $78.1 million (above target) | 108.0% financial component payout; other theatre sub-metrics mixed |
| Hotels Adjusted EBITDA (Evans) | Target not shown | $41.6 million (above target) | 103.4% financial component payout |
Long-term incentives (for executives) emphasize:
- PSUs: 25% tied to EBITDA growth percentile and 75% to ROIC percentile vs Russell 2000 over 3 years; payout 25%/100%/150% at 25th/50th/75th percentiles .
- Performance cash: 3-year ROIC (75% weight) and EBITDA growth (25% weight) vs Russell 2000; payout 25%/100%/150% at 25th/50th/75th percentiles .
Say-on-pay support (signal for committee effectiveness): Over 99% of votes cast (and over 97% of shares entitled) approved FY2023 executive compensation at the 2024 annual meeting .
Compensation consultant and conflicts:
- Willis Towers Watson provided benchmarking; independence reviewed; no conflict identified .
- Another WTW division provided actuarial/pension consulting (~$57,500 in FY2024); Compensation Committee concluded no conflict .
Other Directorships & Interlocks
| Entity | Relationship to MCS | FY 2024 Amounts | Notes |
|---|---|---|---|
| Selig Leasing Co., Inc. | Supplier (vehicles provided) | $384,000 paid by MCS; capped at Selig’s out-of-pocket costs | Related-person transaction; pre-approved under policy |
| Milwaukee Brewers Baseball Club, LP | Customer/entertainment suite | $452,000 paid by MCS for suite/tickets; Brewers paid ~$136,000 to MCS Hotels | MLB-related; Chairman Emeritus trustee holds minority Brewers interest; independence review considered MLB relationships |
| Oil-Dri Corporation of America | Public company board | Not disclosed | Mr. Selig serves as director |
Expertise & Qualifications
- Executive leadership: CEO of Selig Leasing; governance in major sports as Commissioner Emeritus of MLB .
- Compensation oversight: Chairs MCS Compensation Committee; authors committee report .
- Independence with related-party scrutiny: Board assessed Selig Leasing and MLB ties; affirmed independence .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Options/RSUs Included | % of Class | Notes |
|---|---|---|---|---|
| Allan H. Selig | 67,438 | Includes 9,226 shares acquirable via options vested or vesting within 60 days | <1% | Per record date table and footnotes |
Policy alignment:
- Anti-hedging and anti-pledging: Directors prohibited from hedging/pledging company stock; no director stock ownership guideline adopted .
Insider Trades
| Item | FY 2024 Status | Notes |
|---|---|---|
| Section 16(a) compliance | Compliant | Company states all directors and officers complied with filing requirements; no delinquencies disclosed |
Governance Assessment
-
Strengths:
- Independent director with deep leadership credentials; formal independence affirmed despite related affiliations .
- Chairs Compensation Committee with clear use of ROIC and EBITDA-based performance metrics and robust benchmarking; high say-on-pay support signals investor confidence .
- Related-party transactions (Selig Leasing) structured to avoid profit and pre-approved under written policy; transparency on amounts and process .
-
Watch items / RED FLAGS:
- Related-party exposure persists (vehicles from Selig Leasing); while capped at cost and committee-approved, ongoing dealings merit scrutiny for terms and necessity .
- Finance Committee did not meet in FY2024; potential oversight gap on transactional review depending on board workflow .
- No director stock ownership guidelines; alignment relies on equity grants and policies rather than mandated minimums .
-
Additional signals:
- Attendance at least 75% suggests baseline engagement; board holds executive sessions led by Lead Independent Director .
- Clear anti-hedging/anti-pledging policy enhances alignment and mitigates risk of misaligned incentives .