Jonathan Seiffer
About Jonathan Seiffer
Jonathan Seiffer, age 53, has served on Mister Car Wash’s Board since August 2014 and is a Senior Partner at Leonard Green & Partners (LGP), which he joined as an associate in October 1994 . He holds a B.S. in finance and systems engineering from the University of Pennsylvania and is nominated for re‑election as a Class I director with a term expiring at the 2028 Annual Meeting . The Board has affirmatively determined he is “independent” under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AerSale Corporation | Director | Dec 2020–2025 | Board service; no MCW-specific committee disclosures provided |
| BJ’s Wholesale Club | Director | 2011–2020 | Board service; prior portfolio experience relevant to consumer operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Leonard Green & Partners, L.P. | Senior Partner | 1994–present (joined as Associate in Oct 1994) | Private equity sponsor; significant MCW shareholder via LGP funds |
| Signet Jewelers Ltd. | Director | 2019–present | Current public board directorship |
Board Governance
- Committee assignments: Member, Compensation Committee; Chair, Nominating and Corporate Governance Committee .
- Independence: Board determined Seiffer is “independent” under NASDAQ rules; company currently complies with non‑controlled company standards though it qualifies as a “controlled company” due to LGP’s voting power .
- LGP designee: Seiffer is an LGP Designee under the Stockholders Agreement, which grants LGP director nomination and committee composition rights—an important governance consideration .
- Attendance and engagement: In 2024, the Board met 4 times; Audit 8; Compensation 4; Nominating & Corporate Governance 4. Each director attended at least 75% of meetings, and all attended the 2024 annual meeting .
- Independent director executive sessions occur regularly with a rotating presiding director among independents .
Fixed Compensation
- Policy design: Non‑employee directors (excluding those affiliated with LGP) receive cash and equity—$75,000 annual cash retainer; $25,000 additional annual retainer for committee chairs; $10,000 additional annual retainer for members serving on multiple committees; and RSUs with $100,000 grant‑date value vesting at the next annual meeting or one year .
- LGP affiliation carve‑out: “Non‑employee directors affiliated with LGP are not compensated for their director responsibilities” (i.e., Seiffer does not receive cash retainers or RSU grants under the policy) .
| Component | Amount/Terms | Applies to Seiffer? |
|---|---|---|
| Annual cash retainer | $75,000 (paid quarterly) | No – LGP‑affiliated directors not compensated |
| Committee chair retainer | $25,000 (Audit/Comp/Nominating chairs) | No |
| Additional multi‑committee retainer | $10,000 | No |
| Annual RSU grant | $100,000 grant‑date value; vests by next annual meeting/1 year | No |
Performance Compensation
- Directors: No performance‑based pay for LGP‑affiliated directors; Seiffer receives no equity awards or variable comp under director policy .
- Company pay‑for‑performance context (executives): Adjusted EBITDAR is the most important financial performance measure linking compensation actually paid to performance; 2024 attainment exceeded plan .
| Metric | 2024 Plan | 2024 Actual | Attainment |
|---|---|---|---|
| Adjusted EBITDAR ($000s) | $434,702 | $446,416 | 102.69% |
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock |
|---|---|---|
| Signet Jewelers Ltd. | Current public board | Independent from MCW’s industry; consumer retail exposure |
| AerSale Corporation | Former public board | Aviation services; tenure ended in 2025 |
| BJ’s Wholesale Club | Former public board | Wholesale retail; tenure ended in 2020 |
| LGP Designee status | Stockholders Agreement | LGP designates nominees; influences board/committee composition |
- Controlled company: LGP controls >50% voting power; MCW qualifies as a “controlled company” under NASDAQ rules (currently choosing to comply with non‑controlled standards but may avail exemptions) .
Expertise & Qualifications
- Private equity investing track record and support of high‑growth, market‑leading companies; Senior Partner at LGP since long tenure; UPenn engineering/finance academic foundation .
- Board skills matched to MCW’s growth and governance needs per nomination criteria and independence determinations .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Jonathan Seiffer | — | * (less than 1%) |
| LGP Funds (GEI VI, GEI Side VI, Associates VI‑A, VI‑B) | 219,213,079 | 66.1% |
| All directors and executive officers (13 persons) | 229,037,160 | 69.0% |
- Policy alignment: MCW maintains stock ownership guidelines and clawback, anti‑hedging, anti‑short sale, and anti‑pledging policies covering directors and executives .
Insider Trades & Section 16 Compliance
| Person | Late Filings (2024) | Notes |
|---|---|---|
| Jonathan Seiffer | None reported | Proxy notes late Form 4s for specific executives; “all other required Section 16 reports” were timely for year ended Dec 31, 2024 |
Governance Assessment
-
Positives
- Independent director status; active governance roles (Chair of Nominating & Corporate Governance; member of Compensation Committee), indicating strong influence over board refreshment, governance guidelines, and executive pay oversight .
- No director compensation (cash or equity) due to LGP affiliation—reduces pay‑related conflicts and avoids short‑term equity incentives misaligning long‑term oversight .
- Robust governance infrastructure: independent director executive sessions; related‑party transaction policy; Audit Committee approval of related‑party transactions; independent comp consultant (Exequity) with no conflicts in 2024 .
-
Risks and RED FLAGS
- Controlled company risk: LGP controls 66.1% and holds nomination/committee composition rights via Stockholders Agreement; Seiffer is an LGP Designee—potential influence concentration and perceived conflicts despite formal independence .
- Limited personal share ownership disclosure (—, <1%) may reduce “skin‑in‑the‑game” signals at the individual level; alignment is predominantly via sponsor ownership rather than direct holdings .
- The Board may choose to avail controlled company exemptions in the future, potentially weakening independence safeguards (currently compliant) .
-
Engagement signals
- Meeting attendance at or above 75% and full annual meeting attendance demonstrate baseline engagement; leadership of the Nominating & Corporate Governance Committee suggests active board process oversight .
Overall, Seiffer’s deep private equity experience and committee leadership are strengths for board effectiveness; the principal governance consideration is LGP’s concentrated control and designation rights, which necessitate vigilant enforcement of independence standards and related‑party transaction policies to sustain investor confidence .