Timothy E. Hoeksema
About Timothy E. Hoeksema
Independent director of The Marcus Corporation since 1995, age 78. Former chairman, president, and CEO of Midwest Air Group, bringing deep travel and service-operations expertise. Currently serves on the Audit Committee and the Corporate Governance & Nominating Committee; designated an “audit committee financial expert” under SEC rules. Classified by the Board as independent under NYSE/SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Midwest Air Group, Inc. | Chairman, President & CEO (retired) | Not specified; retired prior to current service | Led a recognized national travel carrier; service-industry and travel operations experience cited for Board service |
External Roles
| Category | Role/Entity | Status |
|---|---|---|
| Current public company boards | None disclosed for Mr. Hoeksema (contrast: Selig at Oil-Dri; Ramirez at Old National; Stark at Black Maple) | None disclosed |
| Prior public company boards | Not disclosed | — |
| Other (non-profit/academic/private) | Not disclosed | — |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent director (NYSE/SEC) |
| Committees | Audit Committee (member); Corporate Governance & Nominating Committee (member) |
| Committee chair roles | None (Audit Chair: Brian J. Stark; Governance Chair: Philip L. Milstein) |
| Financial expertise | Audit Committee Financial Expert (SEC definition) |
| Board meeting frequency | Board met 4 times in FY2024 |
| Committee meetings (FY2024) | Audit: 4; Compensation: 3; Governance & Nominating: 2 |
| Attendance | Each director except Ms. Gehl attended ≥75% of combined board and committee meetings (implies Mr. Hoeksema met ≥75%) |
| Lead Independent Director | Philip L. Milstein; independent-director executive sessions held periodically |
Fixed Compensation
| Fiscal Year | Fees Earned (Cash) | Stock Awards (Annual Mtg Shares) | Restricted Stock Awards | All Other | Total |
|---|---|---|---|---|---|
| 2024 (disclosed in 2025 proxy) | $62,000 | $23,005 | $64,145 | $1,883 | $151,033 |
| 2023 (disclosed in 2024 proxy) | $58,500 | $24,115 | $45,730 | $1,197 | $139,538 |
Director compensation structure in 2024: annual cash retainer $60,000 (from Q2 FY2024; prior to that a $5,500 board meeting fee), committee meeting fees ($1,750 per meeting or $2,000 if chair; Audit members $2,000, Audit chair $2,500), annual meeting stock grant retainer valued at $25,000, and an annual restricted stock grant valued at $65,000 with time-based vesting. Lead Independent Director receives an additional $2,500 cash retainer.
Performance Compensation
| Element | Applies to Non-Employee Directors | Notes |
|---|---|---|
| Performance stock units / performance metrics (EBITDA/ROIC/TSR) | No | Director equity is time-vested (annual meeting stock grant and restricted stock); no disclosed performance linkage for director pay |
| Stock options | Not included in 2024 program (contrast: 2023 director options of ~$10,000 grant-date value) |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current interlocks | None; Company discloses no Compensation Committee interlocks or insider participation |
| External public boards | None disclosed for Mr. Hoeksema |
Expertise & Qualifications
- Audit Committee Financial Expert; extensive financial oversight capability on Audit Committee.
- Former airline CEO with service-industry and travel operations background; governance experience since 1995 on MCS board.
Equity Ownership
| As of Record Date (Mar 5, 2025) | Shares (Sole) | Shares (Shared) | Total Beneficial | % of Class | Notes |
|---|---|---|---|---|---|
| Common Shares | 52,679 | 15,002 | 67,681 | * | Includes 9,226 shares subject to acquisition via stock options vested/vesting within 60 days |
| Pledging/Hedging | — | — | — | — | Company policy prohibits directors from hedging or pledging Company shares |
Note: “*” denotes less than 1% of outstanding Common Shares as presented in the company’s beneficial ownership table.
Governance Assessment
-
Positives
- Independent; long-standing service with domain expertise; serves on two key committees; designated audit committee financial expert — supportive of oversight quality.
- Met at least the 75% attendance threshold in FY2024; active on Audit and Governance committees that met 4x and 2x, respectively.
- Director pay mix leans to equity and modest cash retainer; 2024 program shifts away from director stock options to full-value shares, aligning with best practices.
-
Watch items / potential red flags
- Very long tenure (since 1995) may raise independence/perception concerns at some investors despite formal independence designation.
- No director stock ownership guidelines at the company level could weaken ownership alignment expectations for non-employee directors.
- Absolute ownership is relatively modest (<1%); however, hedging and pledging are prohibited, which supports alignment.
-
Conflicts and legal matters
- Board expressly reviewed potential relationships and determined independence; no related-party transactions disclosed for Mr. Hoeksema; no legal proceedings disclosed for directors in last 10 years.
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Shareholder sentiment indicators
- Say-on-pay support has been strong (over 99% at 2024 meeting for FY2023 program), indicating broad investor confidence in compensation governance overall (applies to NEO program, not directors directly).