Mark A. Gramz
About Mark A. Gramz
President of Marcus Theatres since October 1, 2022; 53 years with The Marcus Corporation as of FY2024, rising from ticket taker to president, and scheduled to retire March 31, 2026 while serving as advisor thereafter . Holds bachelor’s degrees in economics and business–finance from the University of Wisconsin–Milwaukee; serves on industry boards (Cinema United’s government relations committee and advisory board; regional cinema associations) and received the ShowEast Salah M. Hassanein Humanitarian Award in October 2024 . Under his leadership in Q3 FY2025, Theatres revenue fell 16.6% YoY, operating income declined $9.4M to $12.3M, and adjusted EBITDA decreased 33.4% YoY amid an unfavorable film mix; he guided to improving slate and strong presales into Q4 . Company-level performance anchors executive pay: 2024 Adjusted EBITDA was $102.4M (vs. $108.7M in 2023) and the five-year TSR proxy tracker shows a $100 investment at $69.80 for MCS in 2024, with composite peer group at $132.20 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marcus Theatres (MCS) | President | 2022–present | Leads nation’s 4th-largest theatre circuit; drives divisional EBITDA and attendance initiatives |
| The Marcus Corporation | Corporate operational leadership | 1990–2022 | Advanced operations across theatre division; institutional knowledge and execution |
| Marcus Theatres (Milwaukee market) | District Director | not disclosed | Regional operations leadership; market performance and guest experience |
| Marcus Theatres | General Manager | not disclosed | Theatre-level P&L and operations |
| Marcus Theatres | Ticket taker (part-time, high school) | not disclosed | Early frontline experience; career-long operational grounding |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cinema United | Government Relations Committee Member; Advisory Board | not disclosed | Industry advocacy and policy engagement |
| Wisconsin & Upper Michigan State Cinema Trade Association | President | not disclosed | Regional leadership and industry coordination |
| ShowEast | Salah M. Hassanein Humanitarian Award Recipient | 2024 | Recognition for philanthropic impact |
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base Salary ($) | $321,654 | $441,308 | $461,154 |
| Target Incentive Bonus ($) | not disclosed | not disclosed | $185,017 |
| Actual Incentive Bonus (Non-Equity Incentive Plan Compensation) ($) | $90,000 | $210,593 | $194,000 |
- Base salary increase: +4.5% for FY2024; +3.0% for FY2025 .
- 2024 salary represented ~37% of his total compensation; bonus targeted to divisional metrics + individual goals .
Performance Compensation
Annual Incentive Plan – FY2024 (Division: Marcus Theatres)
| Component | Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|
| Financial | Theatres Adjusted EBITDA | 50% | not disclosed | Above Target | 108.0% (Financial Component) |
| Financial | Contribution Margin % | 30% | not disclosed | Below Target | 108.0% (component total) |
| Financial | Admissions Revenue Growth vs North America | 10% | not disclosed | Below Target | 108.0% (component total) |
| Financial | Attendance Growth vs North America | 10% | not disclosed | Above Target | 108.0% (component total) |
| Individual | Discretionary performance | 30% of total target | not disclosed | Achieved | Included in $194,000 earned |
- Total FY2024 incentive bonus earned: $194,000 .
- FY2025 divisional metrics remain consistent with FY2024 constructs (70% financial; 30% individual) .
Long-Term Incentive Awards – Structure and Grants
| Element | Structure / Performance Metric | Measurement Period | Payout Scale | Vesting |
|---|---|---|---|---|
| Performance Stock Units (PSUs) | 75% ROIC percentile vs Russell 2000; 25% Adjusted EBITDA growth percentile vs Russell 2000 | FY2024–FY2026 | 25% at 25th pct; 100% at 50th; 150% at 75th | Per plan; earned based on performance |
| Performance Cash | Same metrics as PSUs; ROIC 75% weight; Adjusted EBITDA growth 25% | FY2024–FY2026 | 25%/100%/150% at 25th/50th/75th percentiles | Paid post-period upon achievement |
| Restricted Stock | Time-based; 50% at 2nd anniversary; 100% at 3rd anniversary (2024+ grants) | n/a | n/a | 50% at year 2; 100% at year 3 |
| Stock Options | No options granted beginning FY2024; legacy options with 10-year terms remain outstanding | n/a | n/a | Legacy schedules (various) |
Grants (Dollar Values are grant-date fair value; share counts at target for PSUs):
- FY2024: PSUs 8,200 ($121,688); Restricted Stock 16,400 ($243,376); Performance Cash Target $242,000 .
- FY2025: PSUs 5,700 ($124,602); Restricted Stock 11,390 ($248,985); Performance Cash Target $249,000 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 67,006 Common Shares |
| Shares in Pension/401k Plan | 5,055 Common Shares (Pension Plus/401k) |
| Options – Near-term (≤60 days) | 41,865 Common Shares subject to acquisition via options vested/vesting within 60 days |
| Anti-Hedging/Pledging | Hedging and pledging of company stock prohibited for directors, executive officers, and substantial shareholders |
| Ownership Guidelines | No formal executive stock ownership guidelines; management holds significant equity and options |
Selected outstanding awards and vesting cadence (as of FY2024 year-end):
- Restricted Stock: 3,350 vest on 3/1/2025 and 3/1/2027 ; 8,200 vest 50% on 2/22/2026 and 50% on 2/22/2027 .
- PSUs: 8,200 granted 2/22/2024 (FY2024–FY2026 measurement) .
- Options: tranches expiring 2025–2033 with staged vesting (e.g., 1,050 vest 3/9/2025; 875 vest 3/8/2025 and 3/8/2026; 13,750 vest 3/7/2025; 6,875 on 3/7/2026 and 3/7/2027) .
- 2024 activity: no option exercises and no restricted stock vesting for Gramz .
Employment Terms
- Individual employment, severance, and change-in-control agreements: none; vesting for stock options, restricted stock, and performance cash generally accelerated upon normal retirement or death; Compensation Committee may accelerate upon change-in-control .
- Retirement: announced retirement effective March 31, 2026, with advisory role planned post-retirement .
Performance & Track Record
Divisional snapshot (Q3 FY2025 – Marcus Theatres):
| Metric | Q3 FY2025 | YoY Change |
|---|---|---|
| Theatres Revenue ($M) | $119.9 | -16.6% |
| Operating Income ($M) | $12.3 | -$9.4 vs prior year |
| Adjusted EBITDA ($M) | $22.1 | -33.4% |
| Same-store admissions revenue | not disclosed | -15.8% |
| Same-store attendance | not disclosed | -18.7% |
| Avg. ticket price | not disclosed | +3.6% |
| Concession per person | not disclosed | +2.1% |
Company performance context:
- Adjusted EBITDA: $102.4M (2024) vs $108.7M (2023) .
- Pay-versus-Performance TSR tracker: $100 initial value → $69.80 (MCS) and $132.20 (peer composite) in 2024 .
Gramz’s forward commentary (Q3 FY2025): highlighted an unfavorable film mix in Midwest markets, but cited strong presales for Wicked: For Good and a robust upcoming slate into Q4 and FY2026, pointing to anticipated attendance and revenue recovery .
Compensation Committee & Peer Benchmarking
- Committee: Allan H. Selig (Chair), Philip L. Milstein, Brian J. Stark; independent directors; met 3x in FY2024 .
- External consultant: Willis Towers Watson (composite market data; independence assessed; no conflicts) .
- Pay philosophy: salaries typically targeted at 50th–75th percentile; total cash at 50th–75th percentile; increased at-risk pay for CEO and division presidents (including Gramz) .
- Long-term incentive metrics benchmark to Russell 2000 percentiles (ROIC and Adjusted EBITDA growth) for PSUs and performance cash .
Say-On-Pay & Shareholder Feedback
- 2024 meeting (for 2023 NEO pay): over 99% of votes cast and over 97% of all shares entitled voted in favor of NEO compensation .
Compensation Structure Analysis
- Shift from stock options to PSUs starting FY2024 elevates explicit performance linkage and reduces option-related risk, with approximately 60% of LTI performance-based (PSUs + performance cash) and time-based restricted stock ~40% .
- Annual incentive structure for Gramz includes division-specific relative metrics (admissions/attendance vs North America) alongside Adjusted EBITDA and contribution margin, reinforcing market-share and profitability focus .
- Equity grant “burn rate” managed near 1–2% fully diluted; FY2024 ~2.1% and FY2025 YTD ~0.9% (NEO share ~1.7% and ~0.7% respectively) .
Related Party, Legal, and Risk Indicators
- Hedging/pledging prohibited for executives and substantial shareholders (alignment positive) .
- No individual executive employment/severance agreements; change-in-control acceleration discretionary (governance mixed—flexibility vs. clarity) .
- No disclosed legal proceedings involving Gramz; company disclosure indicates no officer/director issues in the last ten years (with CFO prior employer bankruptcy noted separately) .
Equity Ownership & Vesting Pressure Timeline (Selected)
- Near-term vesting: RS tranches on 3/1/2025; 2/22/2026; 2/22/2027; options tranches vesting on 3/9/2025, 3/8/2025 & 3/8/2026, and 3/7/2025–2027 .
- Retirement on 3/31/2026 may accelerate certain vesting under plan discretion and standard retirement accelerations (particularly for time-based restricted stock under plan terms), potentially contributing to selling pressure around vest dates .
Investment Implications
- Strong pay-for-performance alignment: Annual divisional metrics include EBITDA and market-relative growth; LTI tied to ROIC and EBITDA growth vs Russell 2000 with clear percentile payout curves—supportive of capital discipline and operating improvement under Gramz’s purview .
- Short-term headwinds vs slate: Q3 FY2025 divisional declines reflect film mix rather than structural issues, with management guidance to slate-driven recovery—annual incentive outcomes (108% financial component) indicate balanced calibration and performance recognition .
- Upcoming vesting and retirement: 2026 retirement could accelerate vesting and create episodic insider selling pressure around vest dates; however, anti-hedging/pledging policies reduce misalignment risk .
- Governance and shareholder support: High say-on-pay approval and prudent burn-rate management suggest compensation governance stability; shift to PSUs enhances multi-year value creation focus and reduces option overhang risk .