Bruce J. Olson
About Bruce J. Olson
Bruce J. Olson, age 75, has served on The Marcus Corporation board since 1996. He is the company’s retired senior vice president and retired president of Marcus Theatres, bringing extensive operating expertise from leading the theatre division .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Marcus Corporation (Marcus Theatres division) | President; Senior Vice President (retired) | Not disclosed | Led theatre division; long-standing service cited as qualification |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| None disclosed in proxy | — | — | — |
- The director bio section lists other public company boards for some directors, but none for Olson .
Board Governance
- Independence: Olson is not listed among directors determined to be “independent” under NYSE/SEC rules (independent directors are Selig, Hoeksema, Milstein, Stark, Ramirez, and Gehl) .
- Committee assignments: Olson is not a member of the Audit, Compensation, Corporate Governance & Nominating, or Finance Committees based on disclosed rosters .
- Attendance: The board met four times in fiscal 2024; each director except Ms. Gehl attended at least 75% of aggregate board and committee meetings (Olson met the ≥75% threshold) .
- Lead Independent Director and executive sessions: Philip L. Milstein serves as Lead Independent Director, chairs executive sessions of non-management directors, and performs specified liaison duties .
Fixed Compensation
- Non-employee director compensation structure: Cash retainer $60,000 annually from Q2 FY2024; committee meeting fees $1,750 ($2,000 if chair; Audit members $2,000, Audit chair $2,500); annual meeting stock grant retainer valued at $25,000; restricted stock grant valued at $65,000 with specified vesting; Lead Independent Director receives an additional $2,500 cash retainer .
2024 director compensation for Bruce J. Olson:
| Component | FY2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $50,500 |
| Stock Awards (annual meeting stock grant) | $23,005 |
| Restricted Stock Awards | $64,145 |
| All Other Compensation | $1,883 |
| Total | $139,533 |
Notes:
- Equity grant vesting for directors: Restricted stock valued at $65,000 typically vests 50% at the second anniversary and remaining 50% at fourth anniversary, or 100% at eligibility for normal retirement or upon death; the grant date is typically on or around the last day of the fiscal year .
Performance Compensation
- No performance-based pay elements are disclosed for non-employee directors; equity grants (stock retainer and restricted stock) are time-based with the vesting schedule described above .
Other Directorships & Interlocks
- Compensation Committee interlocks: None — no Committee member served as an officer/employee, and no cross-board/comp committee interlocks with other issuers disclosed .
- Olson-specific other public boards: None disclosed in the proxy’s director bios .
Expertise & Qualifications
- Extensive operating experience leading Marcus Theatres; long-standing board service cited as rationale for directorship .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Common Shares – Sole Voting/Investment Power | 30,635 |
| Common Shares – Shared Voting/Investment Power | 4,478 |
| Total Common Shares Beneficially Owned | 35,113; less than 1% of class |
| Stock Options (vested/vesting within 60 days) | 9,226 Common Shares subject to acquisition via options |
| Pledging/Hedging Policy | Directors are prohibited from hedging or pledging company stock |
| Director Stock Ownership Guidelines | None adopted for executives or directors |
Insider Trading and Filings
| Item | Status |
|---|---|
| Section 16(a) Reporting Compliance (FY2024) | All directors and executive officers complied; no delinquencies reported |
Governance Assessment
-
Positives:
- Attendance: Olson met the ≥75% attendance threshold in FY2024; board met four times .
- No interlocks and clean Section 16(a) compliance; supports governance hygiene .
- Anti-hedging/pledging policy for directors and executives; reduces alignment risks from derivatives/pledging .
-
Concerns and potential investor confidence signals:
- RED FLAG: Not independent under NYSE/SEC criteria, reflecting prior senior executive status; board already includes executive directors (CEO and General Counsel), and a family-controlled voting structure (non-independent overlay) which can constrain independent oversight .
- RED FLAG: No director stock ownership guidelines; while anti-hedging/pledging is in place, the absence of formal ownership requirements may weaken explicit alignment expectations for non-family directors .
- Broader pay governance signal: Say-on-pay support was strong (>99% of votes cast in 2024), but CEO pay ratio is high at 564:1 for FY2024, which may draw investor scrutiny in some governance frameworks even if not directly related to Olson’s pay .
-
Related-party and conflicts:
- No Olson-specific related-party transactions, loans, or family dealings disclosed; the proxy’s independence list and committee rosters suggest Olson is a non-independent, non-committee director with prior employment ties, not currently in audit/comp/nom committees where independence is mandated .
-
Engagement:
- Directors are expected to attend the annual meeting; seven directors attended the 2024 annual meeting (individual attendance not itemized) .
Overall, Olson brings deep operating expertise from Marcus Theatres and long board tenure, but his non-independent status, lack of committee roles, and the absence of director ownership guidelines are governance considerations that investors should weigh against the company’s compliance posture and strong say-on-pay support .