Thomas F. Kissinger
About Thomas F. Kissinger
Senior Executive Vice President, General Counsel and Secretary of The Marcus Corporation since August 2013; previously Secretary and Director of Legal Affairs (Aug 1993–Aug 1995), General Counsel and Secretary (Aug 1995 onward), and promoted to Vice President in 2004; also served as interim President of Marcus Hotels & Resorts. Age 64; joined the Board in 2023 as an employee director (not independent) with long-tenured, multi-decade experience at MCS since 1993 and oversight of legal, governance, and risk processes. Company performance metrics used in pay and governance include Adjusted EBITDA and ROIC; Adjusted EBITDA over 2020–2024 improved from $35.1M in 2021 to $108.7M in 2023 and $102.4M in 2024; TSR since 2019 reflects volatility (fixed $100 investment: $41.61 in 2020, $55.41 in 2021, $44.25 in 2022, $46.34 in 2023, $69.80 in 2024).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Marcus Corporation | Secretary & Director of Legal Affairs | Aug 1993–Aug 1995 | Established legal function and governance foundation during early tenure. |
| The Marcus Corporation | General Counsel & Secretary | Aug 1995–2004 | Led corporate legal, compliance, and governance practices. |
| The Marcus Corporation | Vice President, General Counsel & Secretary | 2004–Aug 2013 | Expanded executive responsibility across legal and corporate affairs. |
| The Marcus Corporation | Senior Executive VP, General Counsel & Secretary | Aug 2013–present | Executive leadership over legal, risk, governance; board liaison; enterprise risk reporting. |
| Marcus Hotels & Resorts (subsidiary) | Interim President | Not disclosed | Operational leadership continuity during transition. |
External Roles
No public company board or external committee roles disclosed for Kissinger; note he is also an officer of certain subsidiaries.
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 541,433 | 565,662 | 579,288 |
| Salary YoY Change (%) | — | +4.5% (vs 2022) | +2.0% (vs 2023) |
| FY 2025 Salary Adjustment (%) | — | — | +3.2% (effective March 2025) |
Performance Compensation
Annual Incentive (Variable Incentive Plan – FY 2024)
| Metric | Weighting | Target | Actual | Payout | Vesting/Payment |
|---|---|---|---|---|---|
| Consolidated Adjusted EBITDA | 60% | $89.6M | $102.4M | 110.0% (financial component) | Cash (annual) |
| Individual Performance | 40% | Discretionary | Achieved | Full payout | Cash (annual) |
| Total Target Bonus (Kissinger) | — | $197,444 | — | — | — |
| Actual Bonus Paid (Kissinger) | — | — | — | $208,000 | Paid FY 2024 |
Key plan features: thresholds, targets, and maximums with prorated payouts; Committee may adjust for exceptional circumstances but uses a consistent methodology encouraging growth; other measure options include revenues, EBITDA, API/ADI, margins, TSR, etc.
Long-Term Incentive Awards (Design and Grants)
- Design shift beginning FY 2024: Options discontinued; mix now ~20% PSUs (performance-based), 40% performance cash (performance-based), 40% restricted stock; vesting over 3 years; approximately 60% of LTI is performance-based. PSU performance goals: ROIC (75% weight) and Adjusted EBITDA growth (25%) ranked vs Russell 2000; payout 25%/100%/150% at 25th/50th/75th percentile; FY 2024 PSU measurement period: 2024–2026.
- FY 2024 LTI Grant (Kissinger): PSUs 15,800 shares (@$14.84); Restricted Stock 31,500 shares (@$14.84); Performance Cash target $465,000; Special retention Restricted Stock 57,100 shares (vest fully at 4th anniversary or upon retirement after third anniversary).
- FY 2025 LTI Grant (Kissinger): PSUs 10,980 shares (@$21.86); Restricted Stock 21,960 shares (@$21.86); Performance Cash target $480,000 (contingent on Omnibus Plan approval).
Vesting schedules and dates (selected Kissinger items):
- RS: 5,000 on 2/25/2025; 5,600 on 2/23/2026; 13,900 on 3/1/2025 and 3/1/2027; 31,500 at 50% on 2/22/2026 and 50% on 2/22/2027; special 57,100 fully on 2/22/2028 or retirement after 3rd anniversary.
- Options: Additional tranches vest 3/9/2025 (11,775), 3/8/2025 & 3/8/2026 (12,500 each), 3/7/2025 (28,300), 3/7/2026 & 3/7/2027 (14,150 each).
- 2024 Option Exercises: Kissinger exercised 20,000 options, value realized $167,800.
Year-over-Year Mix Signals
- 2024 introduced PSUs and increased performance weighting; removal of options reduces leverage but increases alignment to multi-year ROIC/EBITDA percentile outcomes vs Russell 2000 (lower repricing risk).
Equity Ownership & Alignment
| Component | Detail |
|---|---|
| Beneficial Ownership | 420,352 Common Shares (1.7% of Common outstanding). |
| Options (near-term exercisable/acquirable) | 248,300 options subject to acquisition within 60 days of Record Date. |
| Plan Holdings (401k) | 1,601 Common Shares in Pension Plus/401k. |
| Hedging/Pledging | Prohibited for directors/executives; anti-hedging/anti-pledging policy in place. |
| Ownership Guidelines | No formal executive ownership guidelines; management and Marcus family own significant equity (family 26.3%). |
| Vested vs Unvested (illustrative) | Unvested RS: 5,000 (2/25/2025); 5,600 (2/23/2026); 13,900 (split 2025/2027); 31,500 (split 2026/2027); 57,100 (2/22/2028 special). |
Insider selling pressure indicators:
- FY 2024 option exercise (20,000) suggests periodic liquidity events; multiple RS tranches vesting in 2025–2027 may create incremental supply; policy restricts hedging/pledging (reduces misalignment risk).
Employment Terms
- No individual employment, severance, or change-in-control agreements; vesting for options/RS/performance cash generally accelerates upon normal retirement or death; Committee retains discretion to accelerate vesting (including upon change-in-control). No tax gross-ups or clawback provisions disclosed.
- Deferred Compensation: FY 2024 deferral $195,399; withdrawals $309,988; earnings $70,913; balance $975,912.
- Pension (Supplemental Plan): Present value of accumulated benefits $3,323,070; estimated annual benefit at normal retirement age $275,000; RIP Participant (legacy defined benefit formula, max 30 years).
Performance & Track Record
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return ($100 initial) | $41.61 | $55.41 | $44.25 | $46.34 | $69.80 |
| Adjusted EBITDA ($MM) | (71.6) | 35.1 | 85.1 | 108.7 | 102.4 |
| Net Earnings (Loss) ($MM) | (124.8) | (43.3) | (12.0) | 14.8 | (7.8) |
Notes: Adjusted EBITDA is the core metric used in annual and long-term incentives; reconciliation and drivers disclosed in proxy.
Board Governance
- Board Service: Director since 2023; employee director (not independent).
- Committee Roles: Not listed on Audit, Compensation, Corporate Governance & Nominating, or Finance Committees in 2024.
- Attendance: All directors except one attended ≥75% of meetings/committees in FY 2024; non-management directors meet in executive sessions.
- Dual-Role Implications: CEO also chairs the Board; Lead Independent Director (Philip L. Milstein) provides counterbalance (exec sessions, agenda input, liaison). Kissinger’s dual role (executive + director) reduces formal independence but governance design includes LID and independent committees.
- Director Compensation: Employee directors receive no director fees; non-employee plan detailed separately.
Director Compensation (for Kissinger as employee director)
Not applicable; employee directors receive no compensation for Board service.
Compensation Committee Analysis and Peer Benchmarking
- Committee: All independent directors; met 3 times in FY 2024; uses WTW and composite surveys (25th/50th/75th percentiles) by revenue size across general industry; WTW independence reviewed—no conflicts; limited actuarial work by other WTW division ($57,500).
- Targeting: Salaries generally at 50th–75th percentile; total cash comp targeted at 50th–75th; LTI targeted at/above median; burn rate managed at ~1–2% (2024: ~2.1%; 2025 YTD: ~0.9%).
- Say-on-Pay: 2024 vote on FY 2023 pay—over 99% of votes cast, over 97% of shares entitled in favor.
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited (alignment positive).
- Related Party/Legal Proceedings: No adverse proceedings for officers/directors; CFO’s former employer bankruptcy disclosed (not related to Kissinger).
- Equity Award Design: No option repricing disclosed; options discontinued from FY 2024, replaced with PSUs.
- Pay Ratio: CEO pay ratio 564:1 (context for broader comp governance).
Equity Award and Vesting Detail (Kissinger – selected)
| Instrument | Quantity | Price/Terms | Key Dates |
|---|---|---|---|
| RS (2024 grant) | 31,500 | Vests 50% at 2/22/2026; 50% at 2/22/2027 | 3-year schedule. |
| PSUs (2024 grant) | 15,800 | ROIC 75% / Adj. EBITDA growth 25% vs Russell 2000; 25/50/75th percentile = 25%/100%/150% of target; 2024–2026 period | Earned at end of period. |
| RS (special retention 2024) | 57,100 | Full vest at 2/22/2028 or retirement after 3rd anniversary | Retention-focused. |
| RS (2019–2021 legacy tranches) | 5,000; 5,600; 13,900 | Various | 2/25/2025; 2/23/2026; split 3/1/2025 & 3/1/2027. |
| Options (multiple strikes) | Various | Prior grants vesting through 2027 | Next tranches: 3/9/2025, 3/8/2025–2026, 3/7/2025–2027. |
Investment Implications
- Alignment: Significant personal ownership (420k shares) and anti-hedging/pledging policy support alignment; however, absence of formal ownership guidelines is atypical among peers. Upcoming RS vesting and option tranches through 2027 could create episodic selling pressure.
- Incentive Quality: Shift to PSUs and performance cash indexed to ROIC and EBITDA growth vs Russell 2000 strengthens pay-for-performance and reduces repricing risk; multi-year performance periods enhance retention and focus on returns.
- Retention Economics: Legacy defined benefit Supplemental Plan with sizable present value ($3.32M) and estimated annual benefit ($275k) plus deferred comp balance ($976k) create meaningful retention anchors; no individual severance/CIC multiples disclosed, but committee can accelerate vesting on retirement/death and at discretion on CIC.
- Governance Balance: Employee-director status reduces independence; mitigants include Lead Independent Director, fully independent key committees, and executive sessions; CEO dual role remains, but LID structure aims to balance oversight.
- Trading Signals: FY 2024 option exercise (20k) and multiple near-term vest dates imply possible planned sales around windows; monitor Form 4s near 2/25/2025, 3/7–3/9/2025, and 2/22/2026/2027 for flow impact.
Additional context: The Company’s flagship performance metric (Adjusted EBITDA) showed strong recovery post-pandemic and is directly embedded in both annual and LTI plans; say‑on‑pay support was robust (99%+), suggesting investor acceptance of comp design.