Brian J. Stark
About Brian J. Stark
Brian J. Stark is an independent director of The Marcus Corporation and the former founding principal, chief executive officer, and chief investment officer of Stark Investments, a global alternative investment firm—credentials that underpin his designation as an “audit committee financial expert.” He is 70 and has served on the MCS board since 2012, bringing deep financial markets expertise to the board and chairing the Audit Committee . The board has formally determined that Stark is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stark Investments (global alternative investment firm) | Founding Principal, CEO and CIO | Not disclosed | Executive leadership and investment oversight; basis for “audit committee financial expert” designation at MCS |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Black Maple Capital Corporation | Director | Not specified | Listed as an external directorship in MCS proxy |
Board Governance
| Governance Element | Detail |
|---|---|
| Independence status | Independent director (NYSE/SEC) |
| Board tenure | Director since 2012 |
| Committee assignments | Audit Committee (Chair); Compensation Committee (Member); Finance Committee (Member) |
| “Financial Expert” | Audit Committee Financial Expert (SEC definition) |
| Committee activity (FY2024) | Audit met 4x; Compensation met 3x; Finance did not meet |
| Board meetings and attendance | Board met 4x; all directors except Ms. Gehl attended at least 75% of board/committee meetings—implies Stark met the ≥75% threshold |
| Board leadership | CEO also serves as Chairman; Lead Independent Director (Philip L. Milstein) in place with defined responsibilities |
Fixed Compensation (Non-Employee Director – FY2024)
| Component | Amount |
|---|---|
| Cash fees | $65,750 |
| Stock awards (annual meeting grant) | $23,005 |
| Restricted stock awards | $64,145 |
| All other compensation | $1,883 |
| Total | $154,783 |
Compensation framework (FY2024): annual board cash retainer of $60,000 (from Q2 2024), additional retainer for Lead Independent Director ($2,500), per-committee meeting fees ($1,750; $2,000 if chair; Audit members $2,000; Audit chair $2,500), annual meeting stock grant valued at $25,000, and restricted stock grant valued at $65,000 (restricted stock vests at director retirement or 50% after 2 years and 100% after 4 years if still serving) .
Other Directorships & Interlocks
- Current: Director, Black Maple Capital Corporation .
- Compensation Committee interlocks: None disclosed; no MCS executive serves on a board or compensation committee of a company with an executive on MCS’s board or Compensation Committee .
Expertise & Qualifications
- Former CEO/CIO of a global alternative investment firm; deep capital markets experience relevant to risk oversight, audit quality, and financial reporting .
- Designated “audit committee financial expert” under SEC rules—enhances audit oversight credibility .
Equity Ownership
| Ownership Item (as of Record Date: Mar 5, 2025) | Amount |
|---|---|
| Common Shares beneficially owned | 49,329 (less than 1% of class) |
| Options included in above (exercisable or vesting within 60 days) | 9,226 Common Shares subject to acquisition via options |
| Class B Shares | None disclosed |
| Hedging/Pledging | Company policy prohibits hedging and pledging by directors and executive officers |
Governance Assessment
-
Strengths
- Independent Audit Chair and SEC-defined “financial expert,” with 2024 committee cadence indicating active audit oversight (4 meetings) .
- Member of Compensation Committee, which is fully independent and met 3 times in 2024; committee reports no interlocks or insider participation—reduces conflicted pay risk .
- Independent status confirmed by board; board also uses a Lead Independent Director structure to offset CEO/Chair combination .
- Director compensation includes meaningful equity (annual meeting stock and restricted stock), supporting alignment; structure and vesting terms are disclosed .
-
Risks and potential red flags (contextual to overall board environment, not tied to Stark personally)
- Combined CEO/Chair; while mitigated by a Lead Independent Director, this structure centralizes power and can constrain independent oversight .
- Significant family influence via dual-class voting structure and Marcus family holdings (e.g., Stephen H. Marcus with majority of Class B voting power) can limit minority shareholder influence on board composition and governance matters .
- Related party transactions with affiliates tied to directors or controlling shareholders (e.g., Selig Leasing vehicles $384,000; Brewers suite/tickets $452,000 paid and $136,000 received; Marcus Investments administrative services $7,000 received, licensing fees $431,000 paid; Verlo Mattress $144,000 paid) require ongoing vigilance by independent directors. Policy requires CG&N approval and Audit Committee awareness; no Stark-specific related transactions disclosed .
- Finance Committee (of which Stark is a member) did not meet in 2024—limits observable impact from this committee despite transaction-advisory mandate .
-
Shareholder sentiment and pay oversight context
- Say-on-pay for executives received >99% support of votes cast and >97% of all shares entitled to vote at the 2024 annual meeting, signaling broad investor approval of compensation practices overseen by the Compensation Committee (of which Stark is a member) .
Notes on Engagement/Attendance
- Board: 4 meetings in FY2024; all directors except one attended at least 75% of their board/committee meetings—indicates Stark met the ≥75% engagement threshold .
- Audit Committee: 4 meetings; Compensation Committee: 3 meetings; Finance Committee: 0 meetings in FY2024 .
Related-Party Exposure (FY2024) – Oversight Considerations
| Counterparty | Relationship | Amount | Direction | Notes |
|---|---|---|---|---|
| Selig Leasing Co., Inc. | CEO and sole shareholder: Director Allan H. Selig | $384,000 | Paid by MCS | For 69 vehicles; amounts did not exceed out-of-pocket costs |
| Milwaukee Brewers Baseball Club, LP | Trustee of minority owner: Chairman Emeritus Stephen H. Marcus | $452,000 | Paid by MCS | Suite and tickets; marketing/relationship purposes |
| Milwaukee Brewers Baseball Club, LP | As above | $136,000 | Paid to MCS | Hotel rooms and F&B revenues |
| Marcus Investments, LLC | Owned by sons of Chairman Emeritus incl. CEO Gregory S. Marcus | $7,000 | Paid to MCS | Admin services; at fully allocated cost; agreement reapproved Feb 2024 |
| Entity owned by Marcus Investments (Zaffiro’s IP) | Affiliated with Marcus Investments | ~$431,000 | Paid by MCS | Licensing fees for theatre division |
| Verlo Mattress (majority-owned by Marcus Investments) | Affiliated with Marcus Investments | ~$144,000 | Paid by MCS | Mattress purchases by hotels/resorts |
Policy: Related transactions are reviewed by legal/IA/management for arm’s-length terms, then require Corporate Governance & Nominating Committee approval; Audit Committee and full board are informed .
Director Compensation Design – Key Terms (FY2024)
- Annual board cash retainer: $60,000 (from Q2); Lead Independent Director retainer: $2,500 .
- Committee meeting fees: $1,750 per meeting ($2,000 if chair); Audit members $2,000, Audit chair $2,500 .
- Equity: Annual meeting stock grant retainer of $25,000; restricted stock grant of $65,000; restricted stock vests at retirement/death or 50% at 2 years and 100% at 4 years if still serving .
Bottom Line for Investors
- Stark enhances board effectiveness as an independent Audit Chair and SEC “financial expert,” with relevant buy-side/alternative investment leadership experience—a constructive signal for audit quality and risk oversight .
- Governance risks at MCS are more structural (combined CEO/Chair, family control, recurring related-party activity) rather than tied to Stark; his committee roles (Audit Chair; Comp member) are pivotal in safeguarding minority shareholder interests within this ownership framework .