Paul A. Leff
About Paul A. Leff
Paul A. Leff is an independent director of The Marcus Corporation, elected on August 5, 2025. He is founder of Warbasse67 (family office) and co‑founded Perry Capital, where he served as Managing Director and Chief Investment Officer; he has been a limited partner of the Las Vegas Raiders since 2007. Leff holds B.S. (Finance & Economics) and M.S. (Finance) degrees from the University of Wisconsin–Madison, and currently serves as a trustee of the Wisconsin Alumni Research Foundation; he has also served as a director of the UW Foundation and is a founding member of the Wisconsin Naming Partners . At election he was designated an independent director and not appointed to any committee; he receives standard non‑employee director compensation on a pro‑rated basis effective August 5, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perry Capital (NYC) | Co‑Founder; Managing Director & CIO | Prior to Warbasse67 (dates not disclosed) | Led investment strategy at a prominent hedge fund |
| Warbasse67 (family office) | Founder | Current | Principal investor; family office governance leader |
| Las Vegas Raiders | Limited Partner (owner) | Since 2007 | Passive ownership; no governance role disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wisconsin Alumni Research Foundation (UW–Madison) | Trustee | Current | Technology transfer/endowment governance exposure |
| University of Wisconsin Foundation | Director | Prior | Higher‑ed endowment governance |
| Wisconsin Naming Partners | Founding Member | Current | Philanthropic/branding initiative |
Board Governance
- Election and independence: Elected August 5, 2025; Board increased to 11; designated independent; no arrangements/relationships; no Item 404(a) related‑party transactions disclosed .
- Committees: Not appointed to any Board committee at time of election; no subsequent committee assignment disclosures available to date .
- Board structure context: CEO is also Chair (Gregory S. Marcus); Lead Independent Director is Philip L. Milstein with defined duties (exec session leadership, agenda input, liaison role) .
- Committee landscape (FY2024):
- Audit: Brian J. Stark (Chair), Katherine M. Gehl, Timothy E. Hoeksema; all independent; 4 meetings .
- Compensation: Allan H. Selig (Chair), Philip L. Milstein, Brian J. Stark; all independent; 3 meetings .
- Corporate Governance & Nominating: Philip L. Milstein (Chair), Timothy E. Hoeksema, Katherine M. Gehl; all independent; 2 meetings .
- Finance: Gregory S. Marcus, Philip L. Milstein, Brian J. Stark, Allan H. Selig; 0 meetings in FY2024 .
- Executive sessions and attendance baseline: Non‑management directors meet in executive session; Lead Independent Director presides; Board met 4 times in FY2024; attendance threshold at least 75% for all directors except one (Gehl) in FY2024 (Leff joined after FY2024) .
- Board expansion after Leff: Board increased to 12 on Nov 5, 2025 with election of David J. Marcus (CEO’s brother); David initially not assigned to committees and receives standard compensation; disclosure includes related‑party activity with Marcus Investments (Board context for independence vigilance) .
Fixed Compensation (Non‑Employee Director Program)
| Element | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $60,000 (paid quarterly; adopted starting Q2 FY2024) | Lead Independent Director receives additional $2,500 annual retainer |
| Committee meeting fees | $1,750 per committee meeting; $2,000 if serving as committee chair; Audit Committee members $2,000 per meeting; Audit Chair $2,500 per meeting | Applies per meeting attended |
| Annual meeting stock grant (stock retainer) | $25,000 in common shares (number set by 20‑day VWAP) | Pro‑rated for mid‑year appointments like Leff |
| Annual restricted stock grant | $65,000 in common shares; vesting: earlier of normal retirement/death OR 50% after 2 years and remaining 50% after 4 years, if still serving | Time‑based vesting; typical grant around fiscal year‑end |
At election, Leff was entitled to the standard non‑employee director compensation, including a pro‑rated portion of the annual meeting stock grant retainer effective Aug 5, 2025 .
Performance Compensation
| Component | Status for Directors | Metrics/Notes |
|---|---|---|
| Performance‑based equity or cash | Not applicable to directors | The non‑employee director program uses time‑based stock and cash retainers; no performance metrics apply |
Other Directorships & Interlocks
| Company/Organization | Public? | Role/Committee | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No public company directorships disclosed as of appointment |
| Las Vegas Raiders (NFL) | Private | Limited Partner | Passive economic interest; no Company related‑party transactions disclosed |
| WARF / UW Foundation | Non‑profit | Trustee / Former Director | Academic/endowment governance experience |
Expertise & Qualifications
- Capital markets and investment management: Co‑founded and led investment strategy at Perry Capital; founder of Warbasse67 (family office) .
- Strategic planning and finance: Cited by MCS as core value‑add to board oversight for theatres and hotels .
- Education: B.S. Finance & Economics; M.S. Finance, University of Wisconsin–Madison .
Equity Ownership
| As of | Security | Beneficial Ownership | Notes |
|---|---|---|---|
| Aug 6, 2025 (Form 3) | Common Stock | 0 | Initial statement reported no beneficial ownership at appointment |
| Aug 6, 2025 (Form 3) | Derivatives | 0 | No options/RSUs reported at filing; pro‑rated director grants to follow under standard plan |
Anti‑hedging/pledging: Directors are prohibited from hedging or pledging Company stock, supporting alignment when equity is held .
Stock ownership guidelines: The Company has not adopted executive or director stock ownership guidelines, which is a notable gap in alignment practices .
Governance Assessment
-
Strengths
- Independent appointment with no related‑party transactions or family ties; clean Item 404(a) disclosure .
- Deep capital allocation and risk management background from hedge fund leadership; relevant to MCS’s real‑estate‑intensive, cyclical theatre/hotel businesses .
- Anti‑hedging/pledging policy applies to directors, reinforcing alignment once equity is accumulated .
- Strong shareholder support for compensation program (Say‑on‑Pay 98.62% in 2025), reducing external governance pressure as Leff joins .
-
Watch items and potential red flags
- Board concentration of family influence increased in Nov 2025 with addition of David J. Marcus (CEO’s brother); calls for heightened independent oversight of related‑party matters and capital allocation .
- No director stock ownership guidelines; at appointment Leff reported zero shares—time‑based equity will build ownership over time but lacks explicit guideline targets. Consider advocating for ownership requirements to formalize alignment. Bold RED FLAG: absence of director ownership guidelines .
- Committee seat not assigned at appointment; effectiveness depends on placing Leff on financially material committees (Audit/Finance) to leverage expertise. Lack of committee placement as of disclosure date .
- Director equity is time‑based (no performance conditions), which can dilute pay‑for‑performance signaling for directors .
Say‑on‑Pay & Shareholder Feedback (Board Context)
| Item | Result | Notes |
|---|---|---|
| 2025 Say‑on‑Pay | 98.62% For | Strong investor support for NEO compensation |
| 2025 Omnibus Incentive Plan | 97.09% For | Shareholders approved 2025 equity plan framework |
Related Party and Conflicts Screening (Leff)
- Appointment disclosure states no arrangements/understandings, no family relationships, and no transactions requiring disclosure under Item 404(a) (clean conflicts check at election) .
- Company‑wide anti‑hedging/pledging policy applies to directors .
Director Compensation Mix (Illustrative, per Program)
| Cash vs Equity (Program Design) | Approximate Mix | Vest/Structure |
|---|---|---|
| Cash Retainer + Meeting Fees | Cash heavy for service/meetings | Quarterly retainer; per‑meeting fees |
| Annual Stock Retainer | $25,000 in shares | Granted at annual meeting; pro‑rated for mid‑year joiners |
| Annual Restricted Stock | $65,000 time‑vested RS | 50% at 2 years; 50% at 4 years; or earlier at normal retirement/death |
Insider Filings (Leff)
| Form | Date Filed | Key Disclosure |
|---|---|---|
| Form 3 | Aug 6, 2025 | Initial statement; no securities beneficially owned at appointment |
Note: Subsequent Form 4 filings for pro‑rated equity grants were not identified in the available documents; continue monitoring SEC filings for updates.
Implications for Investors
- Leff’s capital markets pedigree is a positive signal for board oversight of capital allocation, financing, and risk—particularly relevant as MCS navigates cyclical box office, lodging recovery, and real‑estate decisions .
- The absence of director ownership guidelines and time‑based equity grants diminish alignment optics; investors may encourage adoption of ownership requirements and consider advocating for committee placement that leverages Leff’s financial expertise .
- With increased family presence on the Board (addition of David J. Marcus), the role of independent directors like Leff in overseeing related‑party interactions and strategic transactions becomes more critical .
Sources: Election and compensation terms for Leff ; background and qualifications ; director compensation program and vesting ; board leadership and Lead Independent Director duties ; committee composition and meetings (FY2024) ; executive sessions/attendance baseline ; anti‑hedging/pledging and lack of ownership guidelines ; Say‑on‑Pay and plan approvals ; addition of David J. Marcus and related‑party context .