Diane Marcus Gershowitz
About Diane Marcus Gershowitz
Independent-minded long-tenured director with deep real estate experience; age 86; director since 1985. Current principal occupation is real estate management and investments. She is the sister of Chairman Emeritus Stephen H. Marcus and a member of the Marcus family control group. The company’s dual‑class structure (Class B = 10 votes/share) amplifies family influence; Diane holds significant Class B shares and 22.5% of aggregate voting power.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private real estate (not specified) | Real estate management and investments | Not disclosed | Brings real estate expertise to the Board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Ms. Gershowitz in the proxy |
Board Governance
- Independence status: Not classified as independent by the Board (independent directors named do not include Ms. Gershowitz).
- Years of service: Director since 1985.
- Committee assignments (FY2024): Not listed on Audit (Stark, Gehl, Hoeksema), Compensation (Selig, Milstein, Stark), Corporate Governance & Nominating (Milstein, Hoeksema, Gehl), or Finance (G.S. Marcus, Milstein, Stark, Selig).
- Attendance and engagement: Board met 4 times; each director except Ms. Gehl attended at least 75% of combined board and committee meetings. Non‑management directors meet periodically in executive session; Board maintains an insider trading policy.
- Lead Independent Director role exists (additional $2,500 retainer under the director pay program).
Fixed Compensation (Non‑Employee Director, FY2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $50,500 | Reflects shift in 2024 from per‑meeting fees to $60,000 annual cash retainer starting Q2 FY2024; committee meeting fees $1,750 ($2,000 chair); Audit members $2,000 ($2,500 chair). |
| All Other Compensation | $1,883 | As reported. |
Program design details:
- Annual cash retainer: $60,000 (from Q2 FY2024); Lead Independent Director add’l $2,500.
- Committee meeting fees: $1,750/membership ($2,000 if chair); Audit: $2,000/membership ($2,500 chair).
Performance Compensation (Equity; FY2024)
| Award Type | Grant Value (USD) | Grant/Issue Timing | Vesting / Performance Metrics |
|---|---|---|---|
| Stock Award (Common Shares) | $23,005 | Shares issued on May 23, 2024; annual meeting stock grant retainer sized to $25,000 using 20‑day VWAP; table shows $23,005 recognized. | No performance metrics disclosed; equity is not performance‑conditioned. |
| Restricted Stock Award (Common Shares) | $64,145 | Grant typically on or around last day of fiscal year; fair value per ASC 718. | Time‑based vesting: 50% after 2 years if still serving; remaining 50% after 4 years; 100% on normal retirement eligibility or death; no performance metrics. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Family relationships | Sibling of Stephen H. Marcus; Ms. Gershowitz and Gregory S. Marcus may be deemed to share control due to family and share ownership. |
| Current public boards | None disclosed for Ms. Gershowitz. |
Expertise & Qualifications
- Real estate expertise; long‑standing service on the Board.
- Not independent; no committee assignments in FY2024 (limits direct influence over audit/compensation/governance committees).
- Board conducts executive sessions; insider trading policy in place.
Equity Ownership
| Security | Sole Voting/Investment | Shared Voting/Investment | Total | Percent of Class | Aggregate Voting Power |
|---|---|---|---|---|---|
| Common Shares | 219,504 | — | 219,504 | * (less than 1%) | 22.5% |
| Class B Shares | 1,924,676 | 182,351 | 2,107,027 | 30.2% | — |
| Options (Common) | 9,226 | — | 9,226 | — | — |
| Notes | Class B shares convertible 1:1 into Common but carry 10 votes/share; total votes outstanding 94,557,171 (24,711,331 Common; 69,845,840 Class B). | ||||
| Citations | |||||
Related‑Party Transactions (FY2024) and Controls
- Policy: Related person transactions (> $120,000) must be reviewed by management/GC for arm’s‑length terms, approved by the Corporate Governance & Nominating Committee, and disclosed to the Audit Committee and full Board.
- Selig Leasing Co., Inc.: MCS used 69 vehicles; paid $384,000; CEO/sole shareholder is director Allan H. Selig.
- Milwaukee Brewers Baseball Club, LP: MCS paid ~$452,000 for suite/tickets; Brewers paid ~$136,000 to MCS hotels; Stephen H. Marcus is trustee of a trust owning a minority equity interest in the Brewers.
- Marcus Investments, LLC (owned by sons of Stephen H. Marcus, including CEO Gregory S. Marcus): Admin services agreement; payments to MCS $7,000; Zaffiro’s recipe licensing fees paid by MCS ~$431,000; MCS hotels paid ~$144,000 for mattresses from Verlo (majority‑owned by Marcus Investments). Non‑compete covenant with MCS lines; agreement re‑approved Feb 2024.
Director Compensation (FY2024) — Ms. Gershowitz
| Name | Fees Earned or Paid in Cash | Stock Awards | Restricted Stock Awards | Non‑Equity Incentive Comp | Change in Pension/NQDC | All Other Comp | Total |
|---|---|---|---|---|---|---|---|
| Diane Marcus Gershowitz | $50,500 | $23,005 | $64,145 | — | — | $1,883 | $139,533 |
Program features (equity mechanics and vesting) summarized above.
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 annual meeting: Over 99% of votes cast (and over 97% of all shares entitled to vote) supported executive compensation, indicating strong shareholder backing of compensation governance.
Policies Affecting Alignment and Risk
- No executive or director stock ownership guidelines; however, Marcus family beneficially owned ~26.3% of outstanding shares as of the record date, and the company prohibits directors and executives from hedging or pledging company stock.
- Insider trading policy prohibits trading on MNPI.
Governance Assessment
- Strengths:
- Significant “skin in the game”: large Class B holdings and 22.5% aggregate voting power align her long‑term incentives with control stability. Dual‑class structure concentrates voting power within the Marcus family.
- Not on Audit/Comp/Gov‑Nom committees, reducing direct conflicts in sensitive oversight areas.
- Related‑party transaction policy with committee approval requirements; specific family‑linked transactions are disclosed with financial amounts.
- Board held executive sessions; attendance met the 75% threshold (except one director who was not Ms. Gershowitz).
- Concerns / RED FLAGS:
- Non‑independent status due to family relationships and control; combined with 22.5% voting power, this is a meaningful governance consideration for minority shareholders.
- Multiple related‑party transactions with entities affiliated with directors or family (Selig Leasing; Marcus Investments; Brewers) require continued rigorous oversight to ensure arm’s‑length terms.
- No director stock ownership guidelines (although anti‑hedging/pledging policy mitigates some risk).
Overall implication for investors: Ms. Gershowitz is a long‑serving, real‑estate‑focused director within a family‑controlled, dual‑class structure. The lack of independence and multiple family‑linked transactions heighten the importance of the independent committee framework and transparent related‑party approvals to maintain investor confidence, particularly for minority holders.