Michael R. Evans
About Michael R. Evans
President, Marcus Hotels & Resorts at The Marcus Corporation since January 2020; age 54 (as of FY2024 10‑K) . Prior roles include CEO, Apex Capital Ventures (founded 2017; real estate development/acquisition in hotels/resorts) and COO, MGM Hospitality (MGM Resorts International) . Under Evans’ leadership, the Hotels division delivered record FY2024 revenue before cost reimbursements of $248.3M and Adjusted EBITDA of $41.6M, with RevPAR up 6.2% and industry outperformance of 4.1 percentage points . Company TSR (value of $100 initial investment) improved from $46.34 in 2023 to $69.80 in 2024, with Adjusted EBITDA of $102.4M at the corporate level .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Apex Capital Ventures LLC | Chief Executive Officer | 2017–prior to 2020 (Evans joined MCS Jan 2020) | Founded real estate firm focused on development/acquisition of hotels, resorts, branded residences |
| MGM Hospitality (MGM Resorts International) | Chief Operating Officer | Not disclosed | Led global hospitality operations (division of MGM Resorts International) |
External Roles
No current public company directorships disclosed for Evans; prior board/committee roles not disclosed .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 445,193 | 468,346 | 488,250 |
| All Other Compensation ($) | 18,764 | 22,678 | 50,316 |
| Change in Pension Value & NQDC Earnings ($) | 13,000 | 24,660 | 16,060 |
| Total Compensation ($) | 1,356,705 | 1,166,803 | 1,405,646 |
- Base salary increases: +5.0% in FY2023; +4.1% in FY2024; +3.0% for FY2025 (effective March 1) . In FY2024, base salary represented ~35% of Evans’ total compensation .
Performance Compensation
Annual Cash Bonus (Variable Incentive Plan – FY2024)
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Financial Component | Hotels & Resorts Adjusted EBITDA | ~70% of total bonus | Not disclosed | $41.6M (Above Target) | 103.4% | Cash paid annually |
| Individual Performance | Discretionary objectives | ~30% of total bonus | Not disclosed | Achieved | Included in total | Cash paid annually |
| Total Bonus Paid | — | — | Target $243,799 | — | $250,000 | FY year-end payout |
Long-Term Incentive Awards (Grant Year FY2024)
| Award Type | Metric(s) | Weighting | Grant | Payout Range | Vesting |
|---|---|---|---|---|---|
| Performance Stock Units (PSUs) | EBITDA growth rate vs Russell 2000 (25%); ROIC ranking vs Russell 2000 (75%) | 20% of LTI mix | $158,788 / 10,700 sh | 25% / 100% / 150% of target based on percentile | Earn over 3 years (FY2024–FY2026) |
| Performance Cash | EBITDA growth vs Russell 2000 (25%); ROIC (75%) | 40% of LTI mix | $315,000 target | 25% / 100% / 150% of target based on percentile | 3-year measurement (FY2024–FY2026) |
| Restricted Stock | Time-based | 40% of LTI mix | $316,092 / 21,300 sh | n/a | 50% at 2 years; 100% at 3 years (FY2026–FY2027) |
| Special Restricted Stock (Retention) | Time-based | n/a | $126,140 / 8,500 sh | n/a | 100% at 4 years or upon retirement after 3 years (to 02/22/2028) |
Long-Term Incentive Awards (Grant Year FY2025)
| Award Type | Metric(s) | Grant | Vesting |
|---|---|---|---|
| PSUs (Contingent on Plan approval) | Same structure (EBITDA/ROIC relative) | $162,201 / 7,420 sh | 3-year performance; contingent on 2025 Omnibus Plan approval |
| Restricted Stock | Time-based | $324,402 / 14,840 sh | 50% at 2 years; 100% at 3 years |
| Performance Cash | EBITDA/ROIC relative | $324,000 target | 3-year measurement (FY2025–FY2027) |
- Program design shift: Stock options discontinued in FY2024 in favor of PSUs, increasing performance-based equity to ~60% of LTI mix .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Common) | 143,277 shares; less than 1% of class |
| Options – Subject to Acquisition ≤60 Days | 122,623 shares (as of Record Date) |
| Unvested Restricted Stock (12/26/2024) | 2,450 ($53,165); 3,450 ($74,865); 8,600 ($186,620); 10,700 ($232,190); 21,300 ($462,210); 8,500 ($184,450) – values at $21.70 close |
| Option Holdings (examples) | Exercisable: 32,506 @ $31.11 (exp 1/8/2030); 7,117 @ $28.88 (2/25/2030); 20,000 @ $12.71 (5/8/2030). Unexercisable tranches vest through 2027 |
| Hedging/Pledging | Company policy prohibits hedging and pledging by executives |
| Ownership Guidelines | None adopted; management cited significant ownership for alignment |
Upcoming Vesting & Potential Selling Pressure Signals
- Time‑based restricted stock: 50% vesting on 2nd anniversary; 100% on 3rd (e.g., 02/22/2026 and 02/22/2027 for FY2024 grant) .
- Special retention grant: full vest on 02/22/2028 (or upon retirement after 3rd anniversary) .
- Options: multiple tranches vesting in 2025–2027 (e.g., 3/9/2025; 3/8/2025 & 2026; 3/7/2025, 2026, 2027) .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment Start | January 2020 (President, Marcus Hotels & Resorts) |
| Contract/Severance | No individual employment, severance, or change-in-control agreements; standard policies apply |
| Equity Acceleration | Vesting generally accelerated upon normal retirement or death; committee discretion to accelerate upon change-in-control |
| Non‑compete/Non‑solicit | Not disclosed |
| Deferred Compensation/Pension | SRP Participant; present value $54,000 (12/26/2024) |
Performance & Track Record
| Hotels Division Metric | FY 2023 | FY 2024 |
|---|---|---|
| Total Revenues (before cost reimbursements, $M) | 233.4 (implied from +6.4%) | 248.3 |
| Adjusted EBITDA ($M) | 37.8 (implied from +10.2%) | 41.6 |
- FY2024 highlights: Outperformed industry RevPAR by 4.1 ppts; group bookings increased; record operating income $18.5M; strong forward group pace for FY2025–FY2026 . Evans emphasized operational excellence and strategic investments (Hilton Milwaukee $40M renovation; Grand Geneva short course) .
| Company TSR (Value of $100 Initial Investment) | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return ($) | 41.61 | 55.41 | 44.25 | 46.34 | 69.80 |
| Company Adjusted EBITDA ($M) | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Adjusted EBITDA | (71.6) | 35.1 | 85.1 | 108.7 | 102.4 |
Compensation Committee Analysis
- Committee membership: Allan H. Selig (Chair), Philip L. Milstein, Brian J. Stark — all independent .
- Consultants: Willis Towers Watson provides composite market data (25th/50th/75th percentiles) and LTI benchmarks (revenues $500M–$1B) .
- Design changes: Shifted from options to PSUs beginning FY2024; FY2024 & FY2025 LTI mix ~60% performance‑based (PSUs + performance cash) .
- Say‑on‑pay: Approval >99% in 2024; >98% in 2023 .
Compensation Structure Assessment
- Increased at‑risk pay: Division presidents (including Evans) have higher bonus weight due to impact on corporate performance .
- Performance metrics: Annual bonuses tied to Adjusted EBITDA (divisional for Evans) with clear threshold/target/max and proration rules .
- LTI rigor: Relative ROIC (75%) and EBITDA growth (25%) vs Russell 2000 for both PSUs and performance cash, with 25%/100%/150% payout schedule .
- Equity dilution discipline: Burn rate targeted ~1–2% of FD shares; FY2024 burn ~2.1%, FY2025 YTD ~0.9% .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (alignment positive) .
- No option repricing; timing discipline on grants; options discontinued for NEOs starting FY2024 .
- Legal/investigations: None disclosed for officers/directors (note CFO’s prior employer bankruptcy in 2020; not Evans) .
- Say‑on‑pay historically strong (>98–99% approvals) .
Equity Ownership Guidelines & Compliance
- No formal executive ownership guidelines; company cites significant insider holdings and anti‑hedging/pledging policy for alignment . Evans’ direct beneficial ownership <1% of common shares .
Investment Implications
- Alignment: High proportion of performance‑based LTI (ROIC/EBITDA vs Russell 2000) and anti‑hedging/pledging policy support strong pay‑for‑performance alignment .
- Near‑term vesting events: Multiple restricted stock and option tranches vest in 2025–2027; special retention grant in 2028. These dates can create episodic selling pressure; monitor Form 4 filings around vestings (e.g., 2/22/2026, 2/22/2027, 3/7–3/9 annually) .
- Retention risk: No individual employment/CIC agreements; however, robust LTI and SRP benefits plus record division performance and strong forward group pace reduce near‑term departure risk .
- Execution track record: Hotels division under Evans delivered record FY2024 results and forward bookings strength; continued asset reinvestment (Hilton Milwaukee $40M, Grand Geneva development) underwrites future value creation .