Austin M. Ramirez

About Austin M. Ramirez

Independent director of The Marcus Corporation; President & CEO of HUSCO International since 2017; former White House Fellow at the National Economic Council (2016–2017). Age 46; director since 2023. The board has affirmatively determined he is independent under NYSE/SEC rules .

Past Roles

External Roles

Board Governance

• Independence and tenure: Independent; joined the board in 2023 .
• Committee assignments and chair roles (FY2024 governance year):
  • Audit Committee: Brian J. Stark (Chair), Katherine M. Gehl, Timothy E. Hoeksema (Ramirez not listed) .
  • Compensation Committee: Allan H. Selig (Chair), Philip L. Milstein, Brian J. Stark (Ramirez not listed) .
  • Corporate Governance & Nominating: Philip L. Milstein (Chair), Timothy E. Hoeksema, Katherine M. Gehl (Ramirez not listed) .
  • Finance Committee: Gregory S. Marcus, Philip L. Milstein, Brian J. Stark, Allan H. Selig (did not meet in FY2024; Ramirez not listed) .
• Attendance and engagement:
  • FY2024: Board met 4 times; each director except Ms. Gehl attended at least 75% of combined board and committee meetings (Ramirez thus ≥75%) .
  • FY2023: All directors attended at least 75% .
• Board leadership: Combined Chair/CEO (Gregory S. Marcus) with a designated Lead Independent Director (Philip L. Milstein) who presides over independent sessions and coordinates agendas and feedback .

Fixed Compensation (Non‑Employee Director)

Director pay program structure:

• 2024: Annual cash retainer $60,000 (replacing prior board meeting fees starting Q2 FY2024); Lead Independent Director additional $2,500; committee meeting fees $1,750 ($2,000 if chair; Audit members $2,000, Audit Chair $2,500); annual meeting stock grant $25,000; annual restricted stock grant $65,000 with vesting at 100% upon normal retirement or death, or 50% at 2 years and 50% at 4 years .
• 2023: Cash retainer $25,000; board meeting fee $5,500; restricted stock $45,000; annual meeting stock grant $25,000; options valued at $10,000; committee meeting fees $1,750 ($2,000 if chair; Audit members $2,000, Audit Chair $2,500) .

Implication: MCS eliminated director options in 2024 and shifted to time‑vested equity plus higher cash retainer—standard for small/mid‑cap boards and moderately improves alignment via equity but not performance-conditioned vesting .

Performance Compensation

• Non‑employee directors (including Ramirez) do not receive performance‑conditioned equity; grants are time‑vested restricted stock and an annual meeting stock grant per the director plan .
• Company‑level performance metrics (context for overall pay‑for‑performance, not applied to directors): Adjusted EBITDA, ROIC, Adjusted Pretax Income (API), and Adjusted Division Income (ADI) used for executive incentive plans .

Other Directorships & Interlocks

Expertise & Qualifications

• CEO/operator of a global industrial company (HUSCO), bringing operations, manufacturing, and talent management expertise .
• Public company board experience (Old National Bancorp) .
• Policy exposure from White House Fellowship (NEC), potentially additive for regulatory/economic oversight .
• Independent status supports objective oversight on a family‑influenced board .

Equity Ownership

Alignment policies:

• No formal director/exec stock ownership guidelines (company‑wide), though hedging and pledging of company stock are prohibited for directors and officers .

Governance Assessment

Key findings

• Independence and attendance: Ramirez is independent, with at least 75% attendance and no disclosed related‑party transactions—supportive of investor confidence .
• Committee influence: Not assigned to Audit, Compensation, Governance, or Finance committees in FY2024, limiting committee‑level influence; consider advocating for future committee placement to leverage his operating and risk oversight skills .
• Ownership and incentives: Holds a modest number of shares (<1%); receives standard small/mid‑cap director pay with time‑vested equity (no performance‑based director pay), which is typical but offers limited direct pay‑performance linkage at the director level .
• Board structure and related‑party context (environmental risks, not Ramirez‑specific): Combined Chair/CEO; extensive family influence and related‑party transactions (e.g., Selig Leasing vehicles; Brewers suite; Marcus Investments licensing/services); board uses policies and committee review to approve such transactions. This structure elevates governance risk and places a premium on independent directors’ oversight, including Ramirez’s role . Note: In Nov 2025 the Board added David J. Marcus (CEO of Marcus Investments); related‑party flows with Marcus Investments were disclosed, underscoring continued family interlocks .

Red flags and mitigants

• RED FLAG: Combined Chair/CEO and ongoing related‑party transactions (family entities), including licensing and services; requires vigilant independent oversight .
• RED FLAG: No formal stock ownership guidelines for directors—could be seen as weaker alignment despite anti‑hedging/pledging policy .
• Mitigants: Lead Independent Director with defined responsibilities; independent majority; explicit related‑party review policy and committee oversight; Ramirez’s independence and external CEO experience add an objective voice .

Overall implication

• Ramirez brings credible operating expertise and independence to a board with elevated related‑party and control dynamics. His effectiveness signal would strengthen with committee assignments (particularly Audit or Governance) and increased personal ownership over time. Current disclosures show sound attendance and no conflicts. Investors should monitor: (1) his future committee roles, (2) any intersections between Old National Bancorp relationships and MCS banking arrangements, and (3) the board’s handling of expanding family interlocks post‑2025 .