Chad M. Paris
About Chad M. Paris
Chad M. Paris is Chief Financial Officer and Treasurer of The Marcus Corporation, age 43, serving as CFO since May 15, 2022 (joined the company in October 2021 as Corporate Controller & Treasurer) . Prior roles include CFO of Jason Group (formerly Jason Industries) and Audit Senior Manager at Deloitte & Touche LLP; Jason filed voluntary bankruptcy in June 2020 and emerged in August 2020 while he was CFO . Company performance metrics during his tenure show Adjusted EBITDA of $85.1M (2022), $108.7M (2023), and $102.4M (2024), with 2024 above the bonus plan target, and total shareholder return index values of 44.25 (2022), 46.34 (2023), and 69.80 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Marcus Corporation | CFO & Treasurer | May 15, 2022 – present | Consolidated Adjusted EBITDA exceeded the FY2024 target ($102.4M achieved vs $89.6M target), driving 110% financial-component payout in annual incentives . |
| The Marcus Corporation | Corporate Controller & Treasurer | Oct 2021 – May 15, 2022 | Transition during CFO succession; prepared for FY2022 reporting and controls . |
External Roles
| Organization | Role | Years | Strategic Impact / Notable Events |
|---|---|---|---|
| Jason Group (Jason Industries, Inc.) | Senior Vice President & CFO | Aug 2017 – Apr 2021 | Company filed voluntary bankruptcy June 2020; emerged Aug 2020 under a prepackaged plan . |
| Deloitte & Touche LLP | Audit Senior Manager | 2005 – 2014 | Led audit engagements; foundation for public company reporting and controls . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 342,269 | 410,114 | 443,423 |
| Target Annual Bonus ($) | n/a | n/a | 145,460 |
| Actual Annual Bonus Paid ($) | 110,155 (non‑equity incentive) | 154,766 (non‑equity incentive) | 153,000 (non‑equity incentive) |
| Discretionary/Special Bonus ($) | — | — | 25,000 (refinancing completion) |
| Year-over-Year Salary Adjustment | — | +19.8% vs 2022 (table values) | +8.2% vs 2023; FY2025 increase set at +11.1% |
Notes:
- FY2025 base salary increase of 11.1% was set by the Compensation Committee .
- The FY2024 annual bonus structure weighted 60% financial (Adjusted EBITDA) and 40% individual performance .
Performance Compensation
Annual Cash Incentive (FY 2024)
| Component | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Consolidated Adjusted EBITDA | 60% | $89.6M | $102.4M | 110.0% |
| Individual Performance | 40% | Subjective targets | Achieved | Paid (contributed to $153,000 total) |
Long-Term Incentive Plan Awards (structure and metrics)
| LTI Element | Metric(s) | Weighting | Measurement Period | Payout/Range | Vesting |
|---|---|---|---|---|---|
| Performance Stock Units (PSUs) | ROIC percentile vs Russell 2000; Adjusted EBITDA growth percentile vs Russell 2000 | 75% ROIC / 25% EBITDA growth | FY2024–FY2026 (grants in FY2024 & FY2025) | 25% payout at 25th pct; 100% at 50th; 150% at ≥75th | Cliff at end of performance period; grants in 2024 and 2025 |
| Performance Cash | ROIC percentile vs Russell 2000; Adjusted EBITDA growth percentile vs Russell 2000 | 75% ROIC / 25% EBITDA growth | FY2024–FY2026 (for 2024 & 2025 grants) | 25% at 25th pct; 100% at 50th; 150% at ≥75th; linear in between | Paid at end of period |
| Restricted Stock | Time-based | — | — | — | FY2024 grants: 50% vest at 2 years; 100% at 3 years (vs. prior 4‑year schedule) |
Grant Detail (Paris)
| Grant Type | FY 2024 Grant (Date: Feb 22, 2024) | FY 2025 Grant (Date: Feb 12, 2025) |
|---|---|---|
| Total LTI Value ($) | 722,812 | 800,045 |
| PSUs (shares / $) | 9,800 / $145,432 | 7,320 / $160,015 |
| Restricted Stock (shares / $) | 19,500 / $289,380 | 14,640 / $320,030 |
| Performance Cash (target $) | $288,000 | $320,000 |
| Special Retention Restricted Stock | 6,800 shares valued at $100,912; vests fully at 4th anniversary or upon retirement after 3rd anniversary |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership (Common Shares) | 70,060 common shares as of record date; less than 1% of class . Includes 393 shares in the qualified plan . |
| Options Exercisable/Unexercisable | 7,500/2,500 at $18.68 expiring 10/18/2031 (2,500 vest 10/18/2025) ; 11,150/11,150 at $17.04 expiring 03/08/2032 (5,750 vest 03/08/2025 and 03/08/2026) ; 0/29,900 at $15.99 expiring 03/07/2033 (14,950 vest 03/07/2025; 7,475 vest 03/07/2026 and 03/07/2027) . |
| Unvested Restricted Stock | 2,600 (vest 02/23/2026) ; 7,300 (3,650 vest 03/01/2025 and 03/01/2027) ; 19,500 (9,750 vest 02/22/2026 and 02/22/2027) ; 6,800 special grant (vest 02/22/2028; retirement eligible after 3rd anniversary) . |
| Outstanding PSUs (Target) | 9,800 units granted 02/22/2024 (payout depends on ROIC/EBITDA growth percentiles) . |
| Hedging/Pledging | Directors and executive officers are prohibited from hedging and pledging company shares per policy . |
| Ownership Guidelines | Company has not adopted executive stock ownership guidelines (Marcus family holds ~26.3% overall) . |
Indicative in-the-money value (using $21.70 close on 12/26/2024):
- 7,500 options at $18.68 ≈ $22,650; 11,150 at $17.04 ≈ $51,869; 29,900 at $15.99 ≈ $170,171 (illustrative, based on cited price) .
Employment Terms
- Appointment and Tenure: Joined Oct 2021 (Corporate Controller & Treasurer); appointed CFO & Treasurer effective May 15, 2022 .
- Employment/Severance Agreements: Company does not provide individual employment, severance, or change‑in‑control agreements; vesting for options/restricted/performance cash is accelerated upon normal retirement or death; Committee may accelerate upon potential future change‑in‑control .
- 2025 Omnibus Incentive Plan: Grants under the new plan (subject to shareholder approval) allow Administrator discretion to accelerate vesting upon death, disability, retirement, termination without cause, or change of control; plan reserve up to 2,000,000 shares .
- Anti‑Hedging/Pledging: Prohibited for directors, executive officers and substantial shareholders .
- Deferred Compensation: Eligible for the nonqualified Deferred Compensation Plan; no FY2024 contributions or balance for Paris .
- Supplemental Retirement Plan (SRP): SRP participant; 3 years credited service; present value of accumulated benefits $26,000 as of FY2024; vested per graduated schedule .
Compensation Structure Analysis
- Mix shift toward performance-aligned equity: Beginning in FY2024, options replaced by PSUs; LTI mix ~20% PSUs, 40% performance cash, 40% restricted stock, with ~60% performance‑based overall .
- Strong pay-for-performance linkage: Annual incentive uses consolidated Adjusted EBITDA; FY2024 exceeded target ($102.4M vs $89.6M), yielding 110% payout for the financial component; individual goals also achieved .
- Special retention equity: FY2024 discretionary restricted stock grant (6,800 shares; $100,912) to recognize efforts during unique conditions, fully vesting at the 4th anniversary (retirement eligible after 3rd) .
- Market benchmarking and consultant independence: Compensation set using WTW composite benchmarks (general industry, size-adjusted); Committee determined no conflicts of interest .
- Shareholder support: Say‑on‑pay approval at 2024 meeting exceeded 99% of votes cast (97% of shares entitled) .
Performance Compensation – Detailed Terms
| Metric | Weight | Target | Actual | Payout Curve | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA (Annual) | 60% (Paris) | $89.6M | $102.4M | 0–281% of target depending on performance; FY2024 financial component paid at 110% | Annual (cash) |
| Individual Performance (Annual) | 40% | Committee-defined | Achieved | Discretionary evaluation; FY2024 paid | Annual (cash) |
| ROIC vs Russell 2000 (PSUs) | 75% | 25th/50th/75th percentiles | n/a (in flight) | 25%/100%/150% of target; linear between | 3-year (FY2024–FY2026) |
| EBITDA Growth vs Russell 2000 (PSUs) | 25% | 25th/50th/75th percentiles | n/a (in flight) | 25%/100%/150% of target; linear between | 3-year (FY2024–FY2026) |
| ROIC vs Russell 2000 (Perf Cash) | 75% | 25th/50th/75th percentiles | n/a (in flight) | 25%/100%/150% of target; linear between | 3-year (FY2024–FY2026) |
| EBITDA Growth vs Russell 2000 (Perf Cash) | 25% | 25th/50th/75th percentiles | n/a (in flight) | 25%/100%/150% of target; linear between | 3-year (FY2024–FY2026) |
Equity Award Vesting Schedule – Upcoming Triggers (Paris)
| Award | Quantity | Vesting Dates |
|---|---|---|
| Restricted Stock | 3,650 | 03/01/2025 (half of 7,300) |
| Restricted Stock | 9,750 | 02/22/2026 (half of 19,500) |
| Restricted Stock | 2,600 | 02/23/2026 |
| Restricted Stock | 3,650 | 03/01/2027 (remaining half of 7,300) |
| Restricted Stock | 9,750 | 02/22/2027 (remaining half of 19,500) |
| Special Restricted Stock | 6,800 | 02/22/2028 (or retirement after 02/22/2027) |
| Options | 2,500 | 10/18/2025 (18.68 strike) |
| Options | 5,750 | 03/08/2025 (17.04 strike) |
| Options | 5,750 | 03/08/2026 (17.04 strike) |
| Options | 14,950 | 03/07/2025 (15.99 strike) |
| Options | 7,475 | 03/07/2026 (15.99 strike) |
| Options | 7,475 | 03/07/2027 (15.99 strike) |
Performance & Track Record
- Financial outcomes: Adjusted EBITDA trend $85.1M (2022), $108.7M (2023), $102.4M (2024); consolidated Adjusted EBITDA exceeded FY2024 target and drove above-target incentive payout .
- TSR trend: Company TSR index values were 44.25 (2022), 46.34 (2023), and 69.80 (2024), with the composite peer TSR 45.73 (2022), 70.60 (2023), and 132.20 (2024) .
- Notable initiative: $25,000 special bonus for successful completion of refinancing transactions (FY2024) .
- Disclosures: Paris signed SOX 302/906 certifications in FY2024 and FY2023 10‑Ks, affirming controls and fair presentation .
Say‑on‑Pay & Committee Oversight
- Say‑on‑pay support: Over 99% of votes cast (97% of shares entitled) approved NEO compensation at the 2024 meeting .
- Committee practice: WTW benchmarking; independence reviewed; compensation risk assessment concluded practices do not encourage excessive risk .
Investment Implications
- Alignment and retention: The shift to PSUs and performance cash tightens pay‑for‑performance; meaningful unvested restricted stock (19,500 from 2024 plus 6,800 special) creates retention anchors through 2027–2028 .
- Potential selling pressure windows: Option tranches and restricted shares vest on 02/22/2026, 03/01/2025/2027, 03/07/2025–2027, and 03/08/2025–2026—watch for Form 4 activity around these dates and post‑blackout periods .
- Governance safeguards: Anti‑hedging/pledging reduces misalignment risk; no individual severance/change‑of‑control contracts limit golden‑parachute concerns, though plan discretion enables acceleration under certain events .
- Track record context: FY2024 over‑target Adjusted EBITDA supports incentive payouts; prior Jason Industries bankruptcy during his CFO tenure is a historical data point for risk assessment and turnaround experience .