David J. Marcus
About David J. Marcus
The Marcus Corporation’s 2025 and 2024 proxy statements list 10 director nominees, and none is named “David J. Marcus.” He does not appear anywhere in the board slates or director biographies, suggesting he is not (and was not recently) an MCS director . The board’s independence disclosures likewise do not include any “David J. Marcus” . The closest historical match is David M. Baum, an independent director listed in earlier proxies (director since 2016; no longer on the slate beginning in 2023) .
RED FLAG: No SEC proxy evidence that “David J. Marcus” serves on MCS’s board. If the intent was David M. Baum (former independent director), see “Closest-Match Findings” below for verifiable details .
Past Roles
No MCS board roles are disclosed for “David J. Marcus” in 2024–2025 proxies .
Closest-match: former director David M. Baum
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Marcus Corporation (MCS) | Independent Director | 2016–2022 (on slate through 2022; absent in 2023 slate) | Finance Committee Chair in FY2020 |
External Roles
No MCS proxy-disclosed external roles for “David J. Marcus” .
Closest-match: former director David M. Baum
| Organization | Role | Notes |
|---|---|---|
| Cumulus Media Inc. | Director | Listed as an external public company directorship in MCS proxies |
| Baum Media Group, LLC | President | Background disclosed in MCS proxies |
| Maven Marketing, LLC (d/b/a Revolution Golf) | President (2013–2017) | Background disclosed in MCS proxies |
| The Golf Channel | Special Advisor (2017–2020) | Background disclosed in MCS proxies |
Board Governance
- Board leadership: CEO Gregory S. Marcus is also Chairman; the company appoints a Lead Independent Director (currently Philip L. Milstein) to balance governance .
- Independence: The board identified six independent directors in 2025 (Selig, Hoeksema, Milstein, Stark, Ramirez, Gehl) per NYSE/SEC rules .
- Committees (FY2024 structure):
- Audit: Brian J. Stark (Chair), Katherine M. Gehl, Timothy E. Hoeksema
- Compensation: Allan H. Selig (Chair), Philip L. Milstein, Brian J. Stark
- Corporate Governance & Nominating: Philip L. Milstein (Chair), Timothy E. Hoeksema, Katherine M. Gehl
- Finance: Gregory S. Marcus, Philip L. Milstein, Brian J. Stark, Allan H. Selig
- Meetings and attendance: Board met four times in FY2024; each director except Ms. Gehl attended at least 75% of meetings/committees served .
- Executive sessions: Non-management directors meet in executive session; Lead Independent Director presides .
Observation: Combined CEO/Chair role with a designated Lead Independent Director; majority-independent board; robust committee structure .
Fixed Compensation (Non-Employee Directors at MCS)
| Component | FY2024 Amount/Terms | Source |
|---|---|---|
| Annual cash retainer | $60,000 (paid quarterly starting Q2 FY2024); Lead Independent Director +$2,500 | |
| Committee meeting fee | $1,750 per meeting; $2,000 if committee chair; Audit members $2,000; Audit Chair $2,500 | |
| Annual meeting stock grant | $25,000 value in Common Shares (VWAP-based) | |
| Restricted stock grant | $65,000 value; vests 100% at normal retirement or death OR 50% at year 2 and remaining 50% at year 4 |
Illustrative FY2024 totals actually paid/awarded (selected directors):
| Director | Fees Earned (Cash) | Stock Awards | Restricted Stock Awards | All Other | Total |
|---|---|---|---|---|---|
| Brian J. Stark | $65,750 | $23,005 | $64,145 | $1,883 | $154,783 |
| Philip L. Milstein | $62,250 | $23,005 | $64,145 | $1,883 | $151,283 |
| Timothy E. Hoeksema | $62,000 | $23,005 | $64,145 | $1,883 | $151,033 |
Note: FY2023 director plan also included a small option grant (~$10,000 Black-Scholes value); this was not present in the FY2024 plan .
Performance Compensation
Non-employee directors do not participate in performance-based bonus plans; equity is time-based (restricted stock; annual stock grant as shares) with vest conditions described above . No director performance metrics, PSUs, or cash bonus metrics are disclosed for non-employee directors .
Other Directorships & Interlocks
- Compensation Committee interlocks: MCS disclosed none (no member served as an officer/employee; no interlocking relationships) .
- Example of external board role for prior director (closest match): David M. Baum served as director of Cumulus Media Inc. .
Expertise & Qualifications
No MCS proxy qualifications are disclosed for “David J. Marcus” because he is not listed as a director .
Closest-match (David M. Baum): investment banking and corporate finance background (former Goldman Sachs partner), digital media and leisure experience (Revolution Golf, Golf Channel), and board/transaction expertise (Finance Committee Chair), consistent with independent director financial/governance skillset .
Equity Ownership
No beneficial ownership is disclosed for “David J. Marcus” (not an MCS director in recent proxies) .
Closest-match (David M. Baum) beneficial ownership when on the board:
| Name | Common Shares Beneficially Owned | Source/As-Of |
|---|---|---|
| David M. Baum | 17,486 | FY2021–FY2022 disclosure (record date around early 2022) |
Governance Assessment
- Identity/coverage gap: “David J. Marcus” is not an MCS director in 2024–2025 proxies; the likely intended individual is former independent director David M. Baum (on board through 2022) .
- Board structure: Combined CEO/Chair balanced by a Lead Independent Director; six directors designated independent; established committee charters and financial expert designations on Audit Committee .
- Attendance: Board met 4x in FY2024; one director (Gehl) fell below 75% attendance; all others met threshold .
- Director pay: Modest fixed retainers plus time-based equity; 2024 removed options; structure appears standard for small-cap hospitality/entertainment peers .
- Shareholder alignment: Company prohibits director/insider hedging and pledging; however, MCS has no formal executive or director stock ownership guidelines (governance gap) .
- Control/ownership: Marcus family held ~26.3% of outstanding shares as of the 2025 Record Date, representing the largest shareholder group; dual-class structure (Class B 10 votes/share) concentrates voting power, with Stephen H. Marcus controlling a large voting block .
- Say-on-pay support: Very strong (over 99% support at 2024 meeting), signaling investor confidence in compensation governance for executives (not directly applicable to directors) .
- Related-party sensitivity: Independence review considers relationships with Selig Leasing Co., Inc. and Major League Baseball; independent designations maintained despite those relationships .
RED FLAGS
- No record of “David J. Marcus” as an MCS director—cannot verify committee roles, independence, attendance, or compensation for this individual from MCS filings .
- No formal stock ownership guidelines for directors (though hedging/pledging is prohibited) .
- Family control via Class B shares plus combined CEO/Chair can raise minority-holder governance concerns despite Lead Independent Director safeguards .
If you intended analysis on former director David M. Baum, I can extend with his historical meeting attendance and director compensation during his tenure, or expand on any potential interlocks and committee decisions he influenced. All facts above are sourced from MCS proxy statements (DEF 14A) 2021–2025.