Katherine M. Gehl
About Katherine M. Gehl
Independent director of The Marcus Corporation since 2015, age 58. Former President and CEO of Gehl Foods, Inc. (Sept 2011–Mar 2015) and prior director of Gehl Foods (2005–Sept 2011). Recognized by the board as an audit committee financial expert and determined to be independent under NYSE and SEC rules. Her expertise spans executive leadership in food service and hospitality, with current governance roles at MCS on audit and corporate governance committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gehl Foods, Inc. | President & CEO | Sep 2011 – Mar 2015 | Led executive operations; food service/hospitality industry experience |
| Gehl Foods, Inc. | Director | 2005 – Sep 2011 | Board oversight; industry expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in MCS proxy biography for Gehl |
Board Governance
- Independence: Board determined Gehl is independent under NYSE/SEC standards .
- Committees and roles:
- Audit Committee member; committee met 4 times in FY2024; Gehl designated an “audit committee financial expert” .
- Corporate Governance & Nominating Committee member; committee met 2 times in FY2024 .
- Attendance: The board met 4 times in FY2024; each director except Gehl attended at least 75% of combined board and committee meetings—Gehl was below the 75% threshold (RED FLAG) .
- Board leadership: Combined Chair/CEO (Gregory S. Marcus); Lead Independent Director is Philip L. Milstein; executive sessions held periodically without management .
- Code of Conduct and anti-insider trading policy in place; directors prohibited from trading on MNPI .
Fixed Compensation
| Item (FY2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $60,000 |
| Stock Awards (Annual Meeting stock grant) | $23,005 |
| Restricted Stock Awards (Year-end grant) | $64,145 |
| All Other Compensation | $1,883 |
| Total | $149,033 |
- Structure and rates:
- Annual cash retainer: $60,000; Lead Independent Director receives additional $2,500 .
- Committee meeting fees: $1,750 per committee meeting; $2,000 if chair; Audit Committee members $2,000 per meeting, Audit Chair $2,500 .
- Equity: Annual meeting stock grant valued at $25,000; restricted stock grant valued at $65,000 .
- Director RS vesting: 50% on second anniversary and 50% on fourth anniversary, or 100% at normal retirement or upon death .
Performance Compensation
| Component | Metric(s) | Terms |
|---|---|---|
| None (directors) | — | MCS director compensation does not include performance-based pay; equity is retentive RS and annual stock grants |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation committee interlocks | None; no committee member served as a company officer; no reciprocal board/comp committee relationships with other companies |
| Current public company boards | None disclosed for Gehl in MCS proxy |
| Shared directorships with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Audit and financial oversight: Designated audit committee financial expert .
- Industry experience: Executive-level leadership in food service and hospitality .
- Governance: Active roles on Audit and Corporate Governance & Nominating Committees .
Equity Ownership
| Measure | Amount/Status |
|---|---|
| Common Shares beneficially owned | 42,629 |
| Options subject to acquisition (vested/vest within 60 days) | 9,226 |
| Ownership as % of outstanding Common Shares | ~0.17% (42,629 / 24,711,331 Common Shares) |
| Pledged shares | None disclosed; company prohibits hedging/pledging for directors |
| Ownership guidelines | Company has not adopted executive or director stock ownership guidelines |
Governance Assessment
- Strengths:
- Independence and formal designation as an audit committee financial expert enhance board oversight of financial reporting and controls .
- Service on Corporate Governance & Nominating Committee supports board evaluation and nomination processes .
- Anti-hedging/pledging policy aligns director incentives with shareholders .
- Watch items / RED FLAGS:
- Attendance below 75% of combined board and committee meetings in FY2024 signals engagement risk; may affect committee effectiveness and investor confidence .
- Context signals:
- Non-employee director pay includes meaningful equity, promoting alignment (annual stock grant and RS) .
- No related-party or interlock issues disclosed for Gehl; independence affirmed despite company relationships (e.g., Selig Leasing, MLB) considered for other directors .
- Company’s say-on-pay received >99% approval in 2024, indicating broad shareholder support for compensation governance (macro signal) .
- Implications:
- Attendance shortfall merits monitoring and potential engagement with the Corporate Governance & Nominating Committee to address availability/participation; continued service on audit committee should be paired with improved attendance to sustain effective oversight .