Nicholas F. McClanahan
Marcus & MillichapAbout Nicholas F. McClanahan
Nicholas F. McClanahan is an independent director of Marcus & Millichap, Inc. (MMI), serving since 2013; he is 80 years old and currently chairs the Nominating and Corporate Governance Committee and sits on the Compensation Committee . He brings decades of financial and strategic leadership, including senior roles at Merrill Lynch and Accretive Advisor, with a B.B.A. in finance from Florida Atlantic University and executive education via the Securities Industry Institute at Wharton . He is a Class II director with a term expiring at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accretive Advisor Inc. | Managing Director, Strategic Relationships | Sep 2010 – Feb 2012 | Strategic client and capital relationships |
| Merrill Lynch & Co. | Various roles incl. EVP Merrill Lynch Canada; Managing Director, Merrill Lynch Private Banking Group | Apr 1971 – Apr 2006 (MD Private Banking: 2003–2005) | Finance, capital structure, strategic planning, leadership of large organizations |
External Roles
- Other public company directorships disclosed (current or within past five years): None disclosed for Mr. McClanahan .
Board Governance
- Independence: Determined independent under NYSE and SEC rules .
- Board class/term: Class II; term ends at the 2027 AGM .
- Committee assignments:
- Nominating & Corporate Governance Committee (Chair)
- Compensation Committee (Member)
- 2024 meetings and attendance:
- Board met 5 times; no director attended fewer than 75% of their meetings; all directors attended the 2024 AGM .
- Committee meetings held in 2024: Audit (4), Compensation (5), Nominating & Corporate Governance (4), Executive (1) .
- Average committee attendance was 100% across Audit, Compensation, Nominating & Corporate Governance, and Executive Committees .
| Governance Item | Detail |
|---|---|
| Lead Independent Director | Don C. Watters |
| Independent committee leadership | Audit, Compensation, and Nominating & Corporate Governance chaired by independent directors |
| Stockholder engagement | Direct engagement included meetings with ~20% of shares outstanding; Lead Director/Comp Chair participated in subset of meetings |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Board cash retainer | $65,000 | Standard non-employee director retainer |
| Nominating & Corporate Governance Committee – Chair fee | $10,000 | Policy rate |
| Compensation Committee – member fee | $5,000 | Policy rate |
| Total cash fees earned | $80,000 | Matches Director Compensation Table for Mr. McClanahan |
Performance Compensation
| Equity Element (2024) | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual restricted stock grant | May 2, 2024 | 2,303 | $74,986 | Vests at the earlier of the first anniversary or next AGM |
| Performance-conditioned director awards | — | — | — | None; company does not grant performance awards to directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Compensation committee interlocks (2024) | None; no member was an officer/employee; no Item 404 relationships; no reciprocal interlocks |
Expertise & Qualifications
- Skills cited by the board: finance, capital structure, strategic planning, management, and investment .
- Education: B.B.A. in finance (Florida Atlantic University); Securities Industry Institute (Wharton) .
Equity Ownership
| Holder | Beneficial Ownership | % of Outstanding | Structure/Notes |
|---|---|---|---|
| Nicholas F. McClanahan | 31,070 | <1% | Includes 28,767 shares held by the Nicholas F. McClanahan Trust U/A 8/12/2015 (as trustee) and 2,303 RSUs vesting 5/1/2025 |
| Director ownership guideline | 5x annual cash retainer | — | All directors met guideline as of Mar 12, 2025 |
| Hedging/pledging policy | Prohibited for directors | — | Anti-hedging and anti-pledging policy in place |
| Notable pledge (context) | 3,500,000 shares pledged by Phoenix (controlled by Chair George M. Marcus) | — | Concentrated control/pledge by controlling stockholder; not attributable to McClanahan |
Governance Assessment
- Strengths:
- Independent director with deep capital markets and strategic planning experience; chairs Nominating & Corporate Governance and sits on Compensation—key levers for board composition and pay oversight .
- High engagement indicators: committees with 100% average attendance; no director under 75% attendance; board met five times in 2024 .
- Alignment: equity-based director pay; stock ownership guideline of 5x cash retainer met by all directors; anti-hedging/pledging policy .
- Responsiveness to investors: Compensation Committee (of which he is a member) responded to 71% Say-on-Pay support in 2024 by adding PSUs (50% of LTI) for 2025 with 3-year revenue and Adjusted EBITDA goals .
- Risks/Red flags (contextual to board, not specific to McClanahan’s conduct):
- Control and pledging risk: Chair and related entities beneficially own 38.3% with 3.5 million shares pledged by Phoenix, potentially impacting governance optics in stressed markets .
- Related-party exposure with Marcus & Millichap Company (MMC): ongoing services/leases and transactions; not linked to McClanahan but relevant to overall conflict oversight under committees he influences .
- Independence/Conflicts:
- Board determined McClanahan is independent; no Item 404 related-party transaction disclosures for him; Compensation Committee reported no interlocks or insider participation issues .
No related-party transactions involving Mr. McClanahan were disclosed; prohibitions on hedging and pledging apply to directors, and all directors met stock ownership guidelines as of March 12, 2025 .