Philip L. Milstein
About Philip L. Milstein
Independent director of The Marcus Corporation (MCS) since 1996; age 75. Principal of Ogden CAP Properties, LLC (real estate and investments) and former co‑chairman of Emigrant Savings Bank. Currently serves as Lead Independent Director, with responsibilities that include presiding over executive sessions, setting board agendas with the chair, liaising between independent directors and the chair/management, and ensuring open communication. The board has affirmatively determined his independence under NYSE and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ogden CAP Properties, LLC | Principal | Not disclosed | Brings financial and real estate expertise to the board |
| Emigrant Savings Bank | Former Co‑Chairman | Not disclosed | Financial leadership experience |
External Roles
| Organization | Type | Role | Tenure | Notes |
|---|---|---|---|---|
| PLM Foundation | Non‑profit | Co‑Trustee | Not disclosed | Milstein disclaims beneficial ownership of 10,244 MCS shares held by PLM Foundation |
| SVM Foundation | Non‑profit | Co‑Trustee | Not disclosed | Milstein disclaims beneficial ownership of 124,111 MCS shares held by SVM Foundation |
| Public company boards | Public | Director | N/A | None disclosed for Milstein in the proxy |
Board Governance
- Independence: Board determined Milstein is independent under NYSE and SEC rules .
- Lead Independent Director: Presides at executive sessions; provides input on agendas; sets meeting frequency/schedules; serves as principal liaison between independent directors and the chair/management; confers with chair on corporate matters .
- Committees (FY 2024):
- Compensation Committee – Member (Chair: Allan H. Selig)
- Corporate Governance & Nominating Committee – Chair
- Finance Committee – Member (committee did not meet in FY 2024)
- Board activity and attendance (FY 2024): Board met 4 times; each director except one (Ms. Gehl) attended at least 75% of board and committee meetings (Milstein ≥75%) .
- Executive sessions: Non‑management directors meet periodically in executive session, chaired by the Lead Independent Director .
- Director since: 1996 .
Fixed Compensation
Director compensation structure and Milstein’s pay mix.
- 2024 non‑employee director program updates:
- Annual cash retainer: $60,000 from 2Q FY2024 (previously meeting fees)
- Lead Independent Director additional retainer: $2,500
- Committee meeting fees: $1,750 per committee meeting ($2,000 for committee chairs; Audit members $2,000; Audit Chair $2,500)
- Annual meeting stock grant: $25,000 (shares based on 20‑day VWAP)
- Restricted stock grant: $65,000 (time‑vested)
| Component ($) | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned (Cash) | 58,750 | 62,250 |
| Stock Awards (Annual Meeting Stock) | 24,115 | 23,005 |
| Restricted Stock Awards (Director equity grant) | 45,730 | 64,145 |
| Option Awards | 9,996 | — (no options in 2024 plan) |
| All Other Compensation | 1,197 | 1,883 |
| Total | 139,788 | 151,283 |
Notes:
- 2023 plan included director options; the 2024 program replaced meeting fees with an annual retainer and does not include options for directors, shifting equity toward time‑vested restricted stock .
Performance Compensation
Directors do not receive performance‑based bonuses or PSUs; equity is time‑vested restricted stock and an annual stock grant.
| Award Type | FY | Value | Vesting/Terms |
|---|---|---|---|
| Annual meeting stock (Common Shares) | 2024 | 23,005 | Shares valued at $25,000 award policy, issued at annual meeting, number determined by 20‑day VWAP methodology; value shown is grant-date value |
| Director restricted stock | 2024 | 64,145 | Vests at earlier of: 100% upon normal retirement/death; or 50% at 2nd anniversary and remaining 50% at 4th anniversary |
| Director options | 2023 | 9,996 | Options were part of 2023 director program; not continued in 2024 |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Milstein .
- Compensation Committee interlocks: None; no MCS executive serves on boards/compensation committees of companies whose executives serve on MCS’s board/Compensation Committee .
Expertise & Qualifications
- Financial and real estate expertise from roles at Ogden CAP Properties and Emigrant Savings Bank .
- Board leadership and governance oversight as Lead Independent Director, including agenda setting, executive session leadership, and liaison duties .
- Independent status confirmed by the board .
Equity Ownership
Beneficial ownership (as of proxy record dates); Milstein disclaims certain indirect/family holdings.
| Metric | FY 2023 (Record Date: 3/27/2024) | FY 2024 (Record Date: 3/5/2025) |
|---|---|---|
| Common Shares beneficially owned | 77,162 (includes 10,226 options exercisable/within 60 days) | 81,272 (includes 9,226 options exercisable/within 60 days) |
| Ownership as % of Common Shares | <1% (“*”) | <1% (“*”) |
| Percentage of aggregate voting power | “*” | “*” |
| Indirect/family interests (disclaimed) | PLM Foundation 10,244; wife 2,000; children 8,100; SVM Foundation 124,111 | PLM Foundation 10,244; wife 2,000; children 8,100; SVM Foundation 124,111 |
| Hedging/pledging policy | Company prohibits directors from hedging or pledging Company stock | Company prohibits directors from hedging or pledging Company stock |
| Director/Executive ownership guidelines | Company has not adopted stock ownership guidelines for executives/directors | Company has not adopted stock ownership guidelines for executives/directors |
Governance Assessment
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Positives for board effectiveness and investor confidence:
- Independence affirmed; Milstein serves as Lead Independent Director, providing structural counterbalance to combined CEO/Chair structure through executive session leadership, agenda input, and liaison responsibilities .
- Governance leadership as Chair of the Corporate Governance & Nominating Committee; active role in board evaluations, Code of Conduct oversight, and director nominations .
- Compensation Committee member; no interlocks; Compensation Committee uses independent consultants and conducts annual risk assessments of compensation practices .
- Attendance at or above 75% threshold; board met 4 times in FY 2024; non‑management directors meet in executive session .
- Anti‑hedging/pledging policy for directors; Code of Conduct applies to directors and is overseen by the Governance Committee .
- Strong recent Say‑on‑Pay support (over 99% approval at 2024 annual meeting) signals alignment with shareholders on compensation governance .
-
Watch items / potential conflicts:
- Combined CEO and Chairman roles; mitigated by the Lead Independent Director structure and responsibilities (currently Milstein) .
- No formal stock ownership guidelines for directors/executives, although significant family ownership and director equity grants provide some alignment; policy prohibits hedging/pledging .
- Family control dynamics persist via dual‑class structure (Class B at 10 votes per share) and substantial Marcus family ownership, which can influence governance outcomes even as independent oversight is in place .
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RED FLAGS: None evident specific to Milstein from disclosed materials; no related‑party transactions or legal proceedings involving Milstein disclosed; board determined independence, and director attendance threshold met .