UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.____)

Filed by the Registrantx
Filed by a Party other than the Registranto

No.__)

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Filed by a Party other than the Registrant   o
Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to §240.14a-12§ 240.14a-12

THE MARCUS CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

xNo fee required.
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THE MARCUS CORPORATION

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100 East Wisconsin Avenue, Suite 1900
Milwaukee, Wisconsin 53202-4125



___________________________

NOTICE OF 20172024 ANNUAL MEETING OF SHAREHOLDERS
To Be Held Thursday, May 4, 2017

23, 2024


___________________________

To the Shareholders of

THE MARCUS CORPORATION

NOTICE IS HEREBY GIVEN THAT the 20172024 Annual Meeting of Shareholders of THE MARCUS CORPORATION will be held on Thursday, May 4, 2017,23, 2024, at 10:9:00 A.M.A.M., local time,Central Time, online via live webcast, in which you can submit questions and vote online, at the Majestic Cinema of Brookfield, 770 North Springdale Road, Brookfield, Wisconsinwww.virtualshareholdermeeting.com/MCS2024 for the following purposes:

1.to elect as directors the eleven nominees named in the attached proxy statement;
2.to approve, by advisory vote, the compensation of our named executive officers as disclosed in the attached proxy statement;
3.to determine, by advisory vote, the frequency of the advisory vote on the compensation of our named executive officers;
4.to ratify the selection of Deloitte & Touche LLP as our independent auditor for our fiscal year ending December 28, 2017;
5.to approve the material terms of the performance goals under our amended and restated 2004 Equity Incentive Plan; and
6.to consider and act upon any other business that may be properly brought before the meeting or any adjournment thereof.

1.to elect as directors the ten nominees named in the attached proxy statement;
2.to approve, by advisory vote, the compensation of our named executive officers as disclosed in the attached proxy statement;
3.to ratify the selection of Deloitte & Touche LLP as our independent auditor for our fiscal year ending December 26, 2024; and
4.to consider and act upon any other business that may be properly brought before the meeting or any postponement or adjournment thereof.
Only holders of record of our Common Stock and Class B Common Stock as of the close of business on March 3, 2017,27, 2024, will be entitled to notice of, and to vote at, the annual meeting and any postponement or adjournment thereof. Shareholders may vote in persononline or by proxy. The holders of our Common Stock will be entitled to one vote per share and the holders of our Class B Common Stock will be entitled to ten votes per share on each matter submitted for shareholder consideration.

If you are a shareholder and wish to access the virtual 2024 Annual Meeting of Shareholders, please visit: www.virtualshareholdermeeting.com/MCS2024. To participate and submit questions in writing during the virtual annual meeting, you will need the 16-digit control number included in your Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting, voting instruction form or proxy card.


Shareholders are cordially invited to attend the annual meeting online via live webcast. You should have already received an Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting with instructions on how to access the proxy materials and vote. As indicated in person. A map is provided onthat Notice, you may view the following page to assistproxy materials online at www.proxyvote.com and you in locatingmay also access and complete the Majestic Cinemaproxy card online at www.proxyvote.com. Or if you prefer, you may request a copy of Brookfield. Even ifthe proxy materials, free of charge, including a hard copy of the proxy card, through the website www.proxyvote.com, by phone at 1-800-690-6903 or by email at sendmaterial@proxyvote.com. Whether or not you expect to attend the annual meeting, in person,you are requested to help ensure your vote is representedproperly complete the proxy card online at the meeting, pleasewww.proxyvote.com or to obtain, complete, date, sign date and promptly return in the enclosed postage paid envelope the accompanying proxy, which is being solicited by our board of directors. You may revoke your proxy at any time before it is actually voted by giving notice thereof in writing to the undersigned or by voting in person at the meeting.

Interested parties are invited to listen to a live audio Webcasthard copy of the meetingproxy card, which can be obtained by logging onto the “Investor Relations” section of our website,www.marcuscorp.com. Listeners should go torequest through the website, at least 15 minutes prior to the start of the presentation to download and install any necessary audio software.

toll free number or email address noted above.



Accompanying this Notice of 20172024 Annual Meeting of Shareholders is a proxy statement and form of proxy.



Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to be Held on May 4, 2017

Pursuant23, 2024

We encourage you to rulesaccess and review all of the Securitiesinformation contained in the proxy statement and Exchange Commission, we have elected to provide access to our proxyaccompanying materials both by sending you this full set of proxy materials, including a proxy card, and by notifying you of the availability of our proxy materials on the Internet. Thisbefore voting. The proxy statement and our 20162023 annual report to shareholders are available atwww.marcuscorp.com/eproxy.

www.proxyvote.com. If you want to receive a paper or email copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed above on or before May 9, 2024 to facilitate timely delivery.

IMPORTANT: If you hold your shares in a brokerage account, you should be aware that your broker is not permitted to vote your shares for the election of directors or the approval, by advisory vote, of the compensation of our named executive officers if you do not instruct your broker how to vote within 10 days prior to our Annual Meeting. Therefore, you must affirmatively take action to vote your shares at our Annual Meeting. If you do not, your shares will not be voted with respect to such matters.

On Behalf of the Board of Directors
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Milwaukee, Wisconsin
March 28, 2017
April 12, 2024
Thomas F. Kissinger
Senior Executive Vice President, General Counsel and Secretary





Important Information for Shareholders Attending
The Marcus Corporation 2017 Annual Meeting

10:00 a.m. Local Time
Thursday, May 4, 2017
Majestic Cinema of Brookfield
770 North Springdale Road
Waukesha, Wisconsin 53186
www.marcustheatres.com/theatre-locations/majestic-cinema-of-brookfield-brookfield

Directions:

From Madison:

Take I-94 East to Bluemound Rd. (Exit 297). Turn West (left) on W. Bluemound Rd. to N. Springdale Rd. Turn North (right) on N. Springdale Rd. The Majestic Cinema of Brookfield will be on the right side, just past Sam’s Club.

From Milwaukee:

Take I-94 West to Barker Rd. (Exit 297). Turn North (right) on N. Barker Rd. to W. Bluemound Rd. Turn West (left) onto W. Bluemound Rd. to N. Springdale Rd. Turn North (right) on N. Springdale Rd. The Majestic Cinema of Brookfield will be on the right side, just past Sam’s Club.

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Experience The Magic of the Majestic Cinema of Brookfield:

Following the annual meeting on Thursday, May 4, 2017, shareholders are invited to enjoy a complimentary movie at the Majestic Cinema of Brookfield.

THE MARCUS CORPORATION

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_________________________
PROXY STATEMENT



_________________________

For
2017
2024 Annual Meeting of Shareholders
To Be Held Thursday, May 4, 2017

23, 2024

This proxy statement and accompanying form of proxy are being furnished to our shareholders beginning on or about March 28, 2017,April 12, 2024, in connection with the solicitation of proxies by our board of directors for use at our 20172024 Annual Meeting of Shareholders to be held on Thursday, May 4, 2017,23, 2024, at 10:9:00 A.M.A.M., local time,Central Time, online via live webcast, in which our shareholders can submit questions and vote online, at the Majestic Cinema of Brookfield, 770 North Springdale Road, Brookfield, Wisconsinwww.virtualshareholdermeeting.com/MCS2024 and at any postponement or adjournment thereof (collectively, the “Meeting”), for the purposes set forth in the attached Notice of 20172024 Annual Meeting of Shareholders and as described herein.

Execution of a proxy will not affect your right to attend the Meeting and to vote in person,online, nor will your presence revoke a previously submitted proxy. You may revoke a previously submitted proxy at any time before it is exercised by giving written notice of your intention to revoke the proxy to our Secretary, by notifying the appropriate personnel at the Meeting in writing or by voting in persononline at the Meeting. Unless revoked, the shares represented by proxies received by our board of directors will be voted at the Meeting in accordance with the instructions thereon. If no instructions are specified on a proxy, the votes represented thereby will be voted: (1) for the board’s eleventen director nominees set forth below; (2) for the approval, by advisory vote, of the compensation of our named executive officers; (3) for the submission of the advisory vote on the compensation of our named executive officers to our shareholders every year; (4) for the ratification of the selection of Deloitte & Touche LLP as our independent auditor for our fiscal year ending December 28, 2017; (5) for the approval of the material terms of the performance goals under our amended26, 2024; and restated 2004 Equity Incentive Plan; and (6)(4) on such other matters that may properly come before the Meeting and at any postponement or adjournment thereof in accordance with the best judgment of the persons named as proxies.

Only holders of record of shares of our Common Stock (“Common Shares”) and our Class B Common Stock (“Class B Shares”) as of the close of business on March 3, 2017 (“Record27, 2024 (the “Record Date”) are entitled to vote at the Meeting. As of the Record Date, we had 19,027,76825,170,317 Common Shares and 8,696,3016,984,584 Class B Shares outstanding and entitled to vote. The record holder of each outstanding Common Share on the Record Date is entitled to one vote per share and the record holder of each outstanding Class B Share on the Record Date is entitled to ten votes per share on each matter submitted for shareholder consideration at the Meeting. The holders of our Common Shares and the holders of our Class B Shares will vote together as a single class on all matters subject to shareholder consideration at the Meeting. The total number of votes represented by outstanding Common Shares and Class B Shares as of the Record Date was 105,990,778,95,016,157, consisting of 19,027,76825,170,317 votes represented by outstanding Common Shares and 86,963,01069,845,840 votes represented by outstanding Class B Shares.

IMPORTANT: If you hold your shares in a brokerage account, you should be aware that your broker is not permitted to vote your shares for the election of directors or the approval, by advisory vote, of the compensation of our named executive officers if you do not instruct your broker how to vote within 10 days prior to the Meeting. Therefore, you must affirmatively take action to vote your shares at the Meeting. If you do not, your shares will not be voted with respect to such matters.

1

TRIBUTE TO STEPHEN H. MARCUS


After more than 60 years of company leadership, Stephen H. Marcus retired as our chairman in May 2023. Mr. Marcus had been a director of the company since 1969, was chief executive officer from 1988 to 2009, and served as chairman of the board since 1991. As a result, we want to formally extend our thanks and gratitude to Mr. Marcus for his years of dedicated service and contributions to our company, our board of directors and our shareholders. We extend to Mr. Marcus our sincere appreciation for his valued service, guidance, advice and dedication to our company as he continues to serve as our chairman emeritus.
2

PROPOSAL 1 — ELECTION OF DIRECTORS

At the Meeting, our shareholders will elect all eleventen members of our board of directors. The directors elected at the Meeting will hold office until our 20182025 Annual Meeting of Shareholders and until their successors are duly qualified and elected. If, prior to the Meeting, one or more of the board’s nominees becomes unable to serve as a director for any reason, the votes represented by proxies granting authority to vote for all of the board’s nominees, or containing no voting instructions, will be voted for a replacement nominee selected by the board of directors. Under Wisconsin law, if a quorum of shareholders is present, directors are elected by a plurality of the votes cast by the shareholders entitled to vote in the election. This means that the individuals receiving the largest number of votes will be elected as directors, up to the maximum number of directors to be chosen at the election. Therefore, any shares that are not voted on this matter at the Meeting, whether by abstention, broker nonvote or otherwise, will have no effect on the election of directors at the Meeting. Daniel F. McKeithan, Jr. and James D. Ericson notified us of their intent to retire effective as of the Meeting. We sincerely thank Messrs. McKeithan and Ericson for their service and guidance to our company during past 31 and 16 years, respectively. We do not have any current plans to appoint replacements for Messrs. McKeithan or Ericson on our board of directors.

All of our director nominees have been elected by our shareholders and have served continuously as directors since the date indicated below. The names of the director nominees, together with certain information about each of them as of the Record Date, are set forth below. Unless otherwise indicated, all of our director nominees have held the same principal occupation indicated below for at least the last five years.

    
 Name Current Principal Occupation Age Director
    Since    
[GRAPHIC MISSING] Stephen H. Marcus Our chairman of the board. In January 2009, he retired as our chief executive officer, a position he had held since 1988. Mr. Marcus’ long-time service as our chief executive officer and chairman of the board led to our conclusion that he should serve as a director of the Company, including as our chairman of the board.(1)(2) 81 1969
[GRAPHIC MISSING] Gregory S. Marcus Our chief executive officer since January 2009 and our president since January 2008. Prior thereto, he was our senior vice president — corporate development. Mr. Marcus’ experience with our Company since 1999 in various positions, including his current role as our chief executive officer, led to our conclusion that he should serve as a director of the Company.(1)(2)(3) 52 2005
[GRAPHIC MISSING] Diane Marcus Gershowitz Real estate management and investments. Ms. Gershowitz’s long-standing service on our board and her expertise in real estate matters led to our conclusion that she should serve as a director of the Company.(1)(2) 78 1985
NameCurrent Principal OccupationAge
Director
Since
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Gregory S. Marcus
Our chairman since 2023, chief executive officer since January 2009 and our president since January 2008. Prior thereto, he was our senior vice president — corporate development. Mr. Marcus’ experience with our Company since 1999 in various positions, including his current role as our chairman and chief executive officer, led to our conclusion that he should serve as a director of the Company.(1)(2)(3)
592005
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Diane Marcus Gershowitz
Real estate management and investments. Ms. Gershowitz’s long-standing service on our board and her expertise in real estate matters led to our conclusion that she should serve as a director of the Company.(1)(2)
851985
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Allan H. Selig
Chief executive officer of Selig Leasing Co., Inc. (automobile leasing agency) and Commissioner Emeritus of Major League Baseball. Mr. Selig’s long-standing service on our board and his experience as commissioner of Major League Baseball has led to our conclusion that he should serve as a director of the Company.(4)
891995
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Timothy E. HoeksemaRetired chairman of the board, president and chief executive officer of Midwest Air Group, Inc. (commercial airline carrier). Mr. Hoeksema’s long-standing service on our board and his experience as the chief executive officer for many years at one of the nation’s most recognized service-oriented national travel carriers and his experience in the travel industry led to our conclusion that he should serve as a director of the Company.771995
3


NameCurrent Principal OccupationAge
Director
Since
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Bruce J. OlsonOur retired senior vice president and retired president of Marcus Theatres Corporation. Mr. Olson’s long-standing service on our board and extensive experience gained while leading our theatre division led to our conclusion that he should serve as a director of the Company.741996
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Philip L. MilsteinPrincipal of Ogden CAP Properties, LLC (real estate and investments) and former co-chairman of Emigrant Savings Bank (savings bank). Mr. Milstein’s long-standing service on our board of directors and his financial expertise and experience led to our conclusion that he should serve as a director of the Company.741996
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Brian J. Stark
Former founding principal, chief executive officer and chief investment officer of Stark Investments (global alternative investment firm). Mr. Stark’s extensive executive level experience in the investment industry and financial markets led to our conclusion that he should serve as a director of the Company.(5)
692012
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Katherine M. GehlPresident and chief executive officer of Gehl Foods, Inc. from September 2011 to March 2015, and director of Gehl Foods, Inc. from 2005 to September 2011. Ms. Gehl’s extensive executive-level experience in the food service and hospitality industries and board of directors experience led to our conclusion that she should serve as a director of the Company.572015
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Austin M. Ramirez
President and CEO of HUSCO International (global engineering and manufacturing company) since 2017, and White House Fellow on the National Economic Council in Washington D.C from 2016 to 2017. Mr. Ramirez’ extensive experience in executive leadership, board membership and community engagement led to our conclusion that he should serve as a director of the Company.(6)
452023
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Thomas F. KissingerOur senior executive vice president, general counsel and secretary since August 2013. Prior thereto, he was our secretary and director of legal affairs from August 1993 until being promoted to general counsel and secretary in August 1995. He was promoted to vice president, general counsel and secretary in 2004. He also formerly served as our interim president of Marcus Hotels & Resorts. Mr. Kissinger’s experience with our Company since 1993 in various positions, including his current role as our senior executive vice president, general counsel and secretary, led to our conclusion that he should serve as a director of the Company.632023
4


    
 Name Current Principal Occupation Age Director
    Since    
[GRAPHIC MISSING] Allan H. Selig Chief executive officer of Selig Leasing Co., Inc. (automobile leasing agency) and Commissioner Emeritus of Major League Baseball. Mr. Selig’s long-standing service on our board and his experience as commissioner of Major League Baseball has led to our conclusion that he should serve as a director of the Company.(4) 81 1995
[GRAPHIC MISSING] Timothy E. Hoeksema Retired chairman of the board, president and/or chief executive officer of Midwest Air Group, Inc. (commercial airline carrier). Mr. Hoeksema’s long-standing service on our board and his experience as the chief executive officer for many years at one of the nation’s most recognized service-oriented national travel carriers and his experience in the travel industry led to our conclusion that he should serve as a director of the Company. 70 1995
[GRAPHIC MISSING] Bruce J. Olson Our retired senior vice president and retired president of Marcus Theatres Corporation. Mr. Olson’s long-standing service on our board and extensive experience gained while leading our theatre division led to our conclusion that he should serve as a director of the Company. 66 1996
[GRAPHIC MISSING] Philip L. Milstein Principal of Ogden CAP Properties, LLC (real estate and investments) and former co-chairman of Emigrant Savings Bank (savings bank). Mr. Milstein’s long-standing service on our board of directors and his financial expertise and experience led to our conclusion that he should serve as a director of the Company. 67 1996
_____________________

(1)Gregory S. Marcus is the son of Stephen H. Marcus, our Chairman Emeritus. Stephen H. Marcus and Diane Marcus Gershowitz are siblings.

    
 Name Current Principal Occupation Age Director
    Since    
[GRAPHIC MISSING] Bronson J. Haase Retired president of Pabst Farms Equity Ventures LLC (real estate development organization); retired president and chief executive officer of Wisconsin Gas Company (gas utility) and vice president of WICOR, Inc. (utility holding company); and former president and chief executive officer of Ameritech Wisconsin (telecommunications company). Mr. Haase’s long-standing tenure on our board, his experience in real estate development matters and his leadership of public utility and telecommunication companies led to our conclusion that he should serve as a director of the Company. 72 1998
[GRAPHIC MISSING] Brian J. Stark Founding principal, chief executive officer and chief investment officer of Stark Investments (global alternative investment firm). Mr. Stark’s extensive executive level experience in the investment industry and financial markets led to our conclusion that he should serve as a director of the Company. 62 2012
[GRAPHIC MISSING] Katherine M. Gehl President of Gehl Foods, Inc. from September 2011 to March 26, 2015, and chairman of Gehl Foods, Inc. from 2007 to September 2011. Ms. Gehl’s extensive executive experience in the food service and hospitality industries and board of directors experience led to our conclusion that she should serve as a director of the Company. 53 2015
[GRAPHIC MISSING] David M. Baum President of Maven Marketing, LLC (d/b/a Revolution Golf) since April 2013. President of Baum Media Group, LLC from February 2005 to March 2013. Partner with Goldman, Sachs & Co. from 1998 to 2003. Mr. Baum’s expertise in matters relating to corporate finance, mergers and acquisitions, corporate governance, leisure travel and digital media led to our conclusion that he should serve as a director of the Company. 52 2016

(1)Stephen H. Marcus and Diane Marcus Gershowitz are brother and sister. Gregory S. Marcus is the son of Stephen H. Marcus.
(2)Gregory S. Marcus and Diane Marcus Gershowitz may be deemed to share in the control of the Company as a result of their beneficial ownership of Common Shares and Class B Shares and the ownership of Common Shares and Class B Shares by members of their family, including Stephen H. Marcus. See “Stock Ownership of Management and Others.”

(3)Gregory S. Marcus is also an officer of certain of our subsidiaries.
(4)Allan H. Selig is a director of Oil-Dri Corporation of America.

(2)As a result of their beneficial ownership of Common Shares and Class B Shares, Stephen H. Marcus, Gregory S. Marcus and/or Diane Marcus Gershowitz may be deemed to control, or share in the control of, the Company. See “Stock Ownership of Management and Others.”
(3)Gregory S. Marcus is also an officer of certain of our subsidiaries.
(4)Allan H. Selig is a director of Oil-Dri Corporation of America.

(5)Brian J. Stark is a director of Black Maple Capital Corporation.

(6)Austin M. Ramirez is a director of Old National Bancorp.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE BOARD’S NOMINEES. COMMON SHARES OR CLASS B SHARES REPRESENTED AT THE MEETING BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED “FOR” EACH OF THE BOARD’S NOMINEES.

5

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Independence of Directors

Based on a review by our board of directors of the direct and indirect relationships that each of the thirteenten directors currently serving on the board of directors has with the Company, including the relationships between the Company and Selig Leasing Co., Inc. and Major League Baseball, and the relationship between the Company and Gehl Foods, LLC, the board of directors has determined that each of Messrs. McKeithan, Selig, Hoeksema, Milstein, Haase, Ericson, Stark and BaumRamirez and Ms. Gehl are “independent directors” as defined by the rules of the New York Stock Exchange (“NYSE”) and the Securities and Exchange Commission (“SEC”).

Board Leadership Structure

Currently, Mr. Gregory S. Marcus serves as our chief executive officer and Mr. Stephen Marcus serves as our chairman of the board of directors. Mr. Stephen H. Marcus serves as our chairman emeritus. Our board of directors does not have a policy on whether or not the roles of chief executive officer and chairman of the board should be separate. Instead, our Corporate Governance Policy Guidelines provide that our board of directors has the authority to choose its chairman in any way it deems best for the Company and its shareholders at any given point in time. Since Mr. Stephen Marcus’ retirement as chief executive officerour chairman of the board of directors and Mr. Gregory Marcus’ appointment as chairman of the board of directors in 2009,2023, our board of directors has determined that the separationcurrent combination of these roles most appropriately suits our Company because of Mr. StephenGregory Marcus’ long history with our Company, including his tenurecurrent role as our chief executive officer, and his skills and experience within the industries in which we operate. Further, our board of directors believes that this split incombination of roles allows Mr. Gregory MarcusMarcus’ experience as our chief executive officer to focus moreassist the board of his energies ondirectors in implementing our strategic plan, creates streamlined accountability for our performance and benefits the management of our Company’s business.board in its preparation and decision making. Our board of directors believes that there is no single board of directors leadership structure that would be most effective in all circumstances, and therefore retains the authority to modify this structure to best address our Company’s and our board of directors’ then current circumstances as and when appropriate. Additionally, our Corporate Governance Policy Guidelines provide that, if the chairman of the board of directors is an employee director or is otherwise not an independent director, then the Corporate Governance and Nominating Committee will recommend to the board of directors, and the board of directors will appoint, an independent director to serve as Lead Independent Director. Currently, Bronson J. HaasePhilip L. Milstein serves as our Lead Independent Director. The Lead Independent Director’s responsibilities include:

•calling and presiding over all meetings of the board of directors at which the chairman of the board of directors is not present, including executive sessions of independent directors, and communicating feedback on executive sessions to the chairman of the board of directors;
•providing input as necessary to the chairman of the board and secretary on preparation of agendas for board of directors meetings;
•facilitating the board of directors’ approval of the number and frequency of board of directors meetings, as well as the schedule of such meetings to ensure sufficient time for discussion of agenda items;
•serving as principal liaison between the independent directors and the chairman of the board of directors;

•ensuring that there is open communication between the independent directors, on the one hand, and the chairman of the board of directors and our management, on the other; and
•conferring with the chairman of the board of directors on other issues of corporate importance, as appropriate.

Our board of directors and, in particular, the Audit Committee are involved on an ongoing basis in the general oversight of our material identified enterprise-related risks. Each of our chief executive officer, chief financial officer and general counsel, with input as appropriate from other management members, report and provide relevant information directly to our board of directors and/or the Audit Committee on various types of identified material financial, reputational, legal, environmental, cyber and business risks to which we are or may be subject, as well as mitigation strategies for certain key identified material risks. These reports, information and strategies are then reviewed, approved and monitored on an ongoing basis by our board of directors and/orand the Audit Committee. Our board of directors’ and Audit Committee’s roles in our risk oversight process have not affected our board of directors leadership structure.


6

Code of Conduct

The board of directors has adopted The Marcus Corporation Code of Conduct that applies to all of our directors, officers and employees. The Code of Conduct which the board of directors amended during fiscal 2016, is available under the “Governance” section of our investor relations website,www.marcuscorp.cominvestors.marcuscorp.com. If you would like us to mail you a copy of our Code of Conduct, free of charge, please contact Thomas F. Kissinger, Senior Executive Vice President, General Counsel and Secretary, The Marcus Corporation, 100 East Wisconsin Avenue, Suite 1900, Milwaukee, Wisconsin 53202-4125.

Committees of the Board of Directors

Our board of directors has an Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee and Finance Committee. Each committee operates under a written charter and the charters of our Audit, Compensation and Corporate Governance and Nominating Committees are available under the “Governance” section of our website,www.marcuscorp.com. Our board of directors and each committee also operate under our Corporate Governance Policy Guidelines, which are available under the “Corporate Governance and Nominating Committee” tab of the “Governance” section of our website. If you would like us to mail you a copy of our Corporate Governance Policy Guidelines or a committee charter, free of charge, please contact Mr. Kissinger at the above address.

Audit Committee.   Our board of directors has an Audit Committee whose principal functions are to: (1) appoint and establish the compensation for and oversee our independent auditors; (2) review annual audit plans with management and our independent auditors; (3) preapprove all audit and non-audit services provided by our independent auditors; (4) oversee management’s evaluation of the adequacy of our internal and business controls, disclosure controls and procedures, and risk assessment and management; (5) review areas of financial risk that could have a material adverse effect on our results of operations and financial condition with management and our independent auditors; (6) evaluate the independence of our independent auditors; (7) review, in consultation with management and our independent auditors, financial reporting and accounting practices of comparable companies that differ from our own; and (8) receive, retain and address complaints (including employees’ confidential, anonymous submission of concerns) regarding financial disclosure and accounting and auditing matters. During fiscal 2016, ourmatters; and (9) review and provide guidance regarding the Company’s risk management policies, including with respect to enterprise risks relating to cybersecurity,technology, privacy and data management. Our Audit Committee consistedconsists of Philip L. Milstein (Chairman), Daniel F. McKeithan, Jr., Brian J. Stark and(Chairman), Katherine M. Gehl. As of the date of this proxy statement, our board of directors has not yet determined whether it will appoint a replacement for Mr. McKeithan to the Audit Committee.Gehl and Timothy E. Hoeksema. Each member of our Audit Committee is an independent, non-employee director as defined by the rules of the NYSE and the SEC. In addition, the board of directors has determined that Messrs. Stark and Hoeksema and Ms. Gehl are each of the members of the Audit Committee is an “audit committee financial expert,experts,” as that term is defined by the rules and regulations of the SEC. The Audit Committee met fivefour times during fiscal 2016.2023. See “Audit Committee Report.”


Compensation Committee.   Our board of directors also has a Compensation Committee whose principal functions are to: (1) evaluate and establish the compensation, bonuses and benefits of our officers and other key employees and of the officers and other key employees of our subsidiaries; and (2) administer our executive compensation plans, programs and arrangements. See “Compensation Discussion and Analysis.” During fiscal 2016, ourOur Compensation Committee consistedconsists of Allan H. Selig (Chairman), James D. Ericson and Philip L. Milstein. As of the date of this proxy statement, our board of directors has not yet determined who will replace Mr. Ericson on the Compensation Committee.Milstein and Brian J. Stark. Each member of our Compensation Committee is an independent, non-employee director as defined by the rules of the NYSE and the SEC. The Compensation Committee met twicethree times during fiscal 2016.2023. See “Compensation Discussion and Analysis.”

Corporate Governance and Nominating Committee.   Our board of directors also has a Corporate Governance and Nominating Committee whose principal functions are to: (1) develop and maintain our Corporate Governance Policy Guidelines; (2) develop and maintain our Code of Conduct; (3) oversee the interpretation and enforcement of our Code of Conduct; (4) receive and review matters brought to the committee’s attention pursuant to our Code of Conduct; (5) evaluate the performance of our board of directors, its committees and committee chairmen and our directors; and (6) recommend individuals to be elected to our board of directors. During fiscal 2016, ourOur Corporate Governance and Nominating Committee consistedconsists of Bronson J. HaasePhilip L. Milstein (Chairman), Timothy E. Hoeksema Daniel F. McKeithan, Jr., Brian J. Stark and Katherine M. Gehl. As of the date of this proxy statement, our board of directors has not yet determined whether it will appoint a replacement for Mr. McKeithan to the Corporate Governance and Nominating Committee. Each member of our Corporate Governance and Nominating Committee is an independent, non-employee director as defined by the rules of the NYSE and the SEC. The Corporate Governance and Nominating Committee met twice during fiscal 2016.

2023.

The Corporate Governance and Nominating Committee performs evaluations of the board of directors as a whole, the non-management directors as a group, and each director individually. In addition, the Corporate Governance and Nominating Committee regularly assesses the appropriate size of our board of directors and whether any vacancies on the board of directors are expected due to retirement or otherwise. In the event that vacancies are anticipated or otherwise arise or the board decides to increase the size of our board of directors, the Corporate Governance and Nominating Committee will identify prospective nominees, including those nominated by management, members of our board of directors and shareholders, and will evaluate such prospective nominees against the standards and qualifications set out in the Corporate
7

Governance and Nominating Committee Charter, including the individual’s range of experience, wisdom, integrity, ability to make independent analytical inquiries, business experience and acumen, understanding of our business and ability and willingness to devote adequate time to board and committee duties. While the Corporate Governance and Nominating Committee does not specifically have a formal policy relating to the consideration of diversity in its process to select and evaluate director nominees, our Corporate Governance Policy Guidelines provide that the board of directors shall be committed to a diversified membership. Accordingly, the Corporate Governance and Nominating Committee seeks to have our board of directors represent a diversity of backgrounds, experience, gender and race.

The Corporate Governance and Nominating Committee does not evaluate shareholder nominees differently from any other nominee. Pursuant to procedures set forth in our By-laws, the Corporate Governance and Nominating Committee will consider shareholder nominations for directors if we receive timely written notice, in proper form, of the intent to make a nomination at a meeting of shareholders. We did not receive any shareholder nominations for directors to be considered at the Meeting. To be timely for the 20182024 Annual Meeting of Shareholders, any shareholder director nominations must be received by the date identified under the heading “Other Matters.” To be in proper form, the nomination must, among other things, include each nominee’s written consent to serve as a director if elected, a description of all arrangements or understandings between the nominating shareholder and each nominee, and information about the nominating shareholder and each nominee. These requirements are detailed in our By-laws, which are attached as an exhibit to our Current Report on Form 8-K, dated October 13, 2015.filed with the SEC on February 27, 2024, which is accessible at www.sec.gov. A copy of our By-laws will be provided upon written request to Mr. Kissinger at the above address.


Finance Committee.   Our board of directors also has a Finance Committee whose principal functions are to, upon the request of Company management, provide preliminary review, advice, direction, guidance and/orand consultation with respect to potential transactions. During fiscal 2016, ourOur Finance Committee consistedconsists of Stephen H.Gregory S. Marcus, (Chairman), James D. Ericson, Diane Marcus Gershowitz, Philip L. Milstein, Brian J. Stark and Allan H. Selig. As of the date of this proxy statement, our board of directors has not yet determined whether it will appoint a replacement for Mr. Ericson to the Finance Committee. The Finance Committee did not meet during fiscal 2016.

2023.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee has served as one of our officers or employees at any time. None of our executive officers serves as a member of the board of directors or compensation committee of any other company that has one or more executive officers serving as a member of our board of directors or Compensation Committee.

Board Meetings, Director Attendance, Executive Sessions and Presiding Director

Our board of directors met four times during fiscal 2016.2023. Each of our directors attended at least 75% of the aggregate of the number of board meetings and number of meetings of the committees on which he or she served during his or her tenure during fiscal 2016.2023. Our non-management directors meet periodically in executive sessions without management present. The Lead Independent Director serves as the chairman of all meetings of our non-management directors.

Directors are expected to attend our annual meeting of shareholders each year. At the 20162023 annual meeting of shareholders, seven of our then-serving directors were in attendance.

Environmental, Social and Governance
Our focus on “People Pleasing People” is at the heart of how we care for our guests, customers and employees. We recognize that prioritizing our responsibility to make a positive environmental and social impact across our business and the communities in which we operate is an integral part of our success. This sections provides a brief overview of our corporate responsibility oversight and initiatives.
Environment
We are committed to being responsible stewards of our environmental resources in order to maintain and support the communities in which we operate.
Particular areas of focus and highlights are:
•Climate and Water Conservation: Our board and management strive to minimize the environmental impact of our operations and continue to review ways to enhance efficiency across our businesses.
•Limiting Waste: In both our theatre and hotel businesses, we are focused on reducing waste, including food-waste and the use of single-use items, and enhancing efforts to increase recycling and composting.
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•Responsible Sourcing: We collaborate with suppliers to increase responsible sourcing of the products and services used in our businesses.
Social Impact
We recognize our success is dependent on our employees’ commitment to delivering quality service to our guests and customers. Therefore, our strategic priorities include continuing to develop a committed team dedicated to service and fostering a diverse and inclusive culture that prioritizes well-being and emphasizes development and growth for all employees.
Particular areas of focus and highlights are:
•Employee Retention and Satisfaction: We focus significant attention on attracting and retaining talented and experienced individuals to manage and support our operations, and our management team routinely reviews employee turnover rates at various levels of the organization. Management also reviews employee engagement and satisfaction surveys to monitor employee morale and receive feedback on a variety of issues. We pay our employees competitively and offer a broad range of company-paid benefits, which we believe are competitive with others in our industry.
•Diversity and Inclusion: We are committed to hiring, developing and supporting a diverse and inclusive workplace. Our management teams and all of our employees are expected to exhibit and promote honest, ethical and respectful conduct in the workplace. All of our employees must adhere to a Code of Conduct that sets standards for appropriate behavior and includes required annual training on preventing, identifying, reporting and stopping any type of unlawful discrimination.
•Giving Back: We strive to develop and maintain deep connections with the communities in which we operate and to contribute to making them stronger, healthier and happier places to live, work, and gather. We manage a range of charitable and volunteer programs in support of these communities, including providing on-air screen time and other resources to support the United Way, supporting various local arts and culture organizations such as United Performing Arts Fund, and supporting other community-focused organizations and educational institutions.
Governance
Our board and management are committed to ensuring our businesses are operated and governed in an ethical and responsible manner. As a company dedicated to “People Pleasing People,” we strive to ensure that our guests, customers and employees are valued and cared for. This commitment to all stakeholders drives all we do and how we work. We understand that this commitment means demonstrating integrity, communicating honestly and acting responsibly. Our Code of Conduct reflects these commitments and provides a framework for making ethical business decisions. As discussed above, our Corporate Governance and Nominating Committee is tasked with reviewing and ensuring compliance with our Code of Conduct and ensuring we have effective governance procedures in place.

Involvement in Certain Legal Proceedings
None of our officers or directors then serving werehave, during the last ten years: (i) been convicted in attendanceor is currently subject to a pending criminal proceeding; (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking laws including, without limitation, in person.

any way limiting involvement in any business activity, or finding any violation with respect to such law; nor (iii) has any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto or been subject to any of the items set forth under Item 401(f) of Regulation S-K, other than Chad M. Paris, our Chief Financial Officer and Treasurer, who was formerly the Senior Vice President and Chief Financial Officer at Jason Industries, Inc. from August 2017 until April 2021. In June 2020, while Mr. Paris was acting as its Senior Vice President and Chief Financial Officer, Jason Industries, Inc. and certain of its subsidiaries each filed voluntary bankruptcy petitions in the United States Bankruptcy Court for the Southern District of New York and, in August 2020, emerged pursuant to a prepackaged plan of reorganization.


Contacting the Board

Interested parties may contact our board of directors, a group of directors (including our non-management directors), or a specific director by sending a letter, regular or express mail, addressed to our board of directors or the specific director
9

in care of Mr. Kissinger at the above address. Mr. Kissinger will promptly forward appropriate communications from interested parties to the board of directors or the applicable director.


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STOCK OWNERSHIP OF MANAGEMENT AND OTHERS

The following table sets forth information as of the Record Date as to our Common Shares and Class B Shares beneficially owned by: (1) each of our directors and nominees for director; (2) each of our executive officers named in the Summary Compensation Table set forth below under “Compensation Discussion and Analysis;” (3) all such directors and executive officers as a group; and (4) all other persons or entities known by us to be the beneficial owner of more than 5% of either class of our outstanding capital stock. A row for Class B Share ownership is not included for individuals or entities who do not beneficially own any Class B Shares.

Name of Individual or
Group/Class of Stock
Sole Voting
and Investment
Power(1)
Shared Voting
and Investment
Power(1)
Total Share
Ownership and
Percentage of
Class(1)
Percentage of
Aggregate
Voting
Power(1)
Directors and Named Executive Officers
Stephen H. Marcus(2)(3)
Common Shares21,895 6,003 27,898 
*46.0 %
Class B Shares4,315,192 52,070 4,367,262 
62.5 %
Diane Marcus Gershowitz(2)
Common Shares245,772 (4)— 245,772 (4)
*22.6 %
Class B Shares1,943,221 182,351 2,125,572 
30.4 %
Gregory S. Marcus
Common Shares1,160,258 (5)(6)75 1,160,333 (5)(6)
4.5 %3.6 %
Class B Shares210,230 18,233 228,463 
3.3 %
Allan H. Selig
Common Shares63,328 (4)— 63,328 (4)
**
Timothy E. Hoeksema
Common Shares48,569 (4)15,002 63,571 (4)
**
Philip L. Milstein
Common Shares77,162 (4)(7)— 77,162 (4)(7)
**
Brian J. Stark
Common Shares45,219 (4)— 45,219 (4)
**
Bruce J. Olson
Common Shares28,679 (4)4,478 33,157 (4)
**
Katherine M. Gehl
Common Shares38,519 (4)— 38,519 (4)
**
Austin M. Ramirez
Common Shares7,078 (4)— 7,078 (4)
**
11

    
Name of Individual or
Group/Class of Stock		 Sole Voting
and Investment Power(1)		 Shared Voting
and Investment
Power(1)		 Total Share
Ownership and
Percentage of
Class(1)		 Percentage of
Aggregate
Voting
Power(1)
Name of Individual or
Group/Class of Stock
Sole Voting
and Investment
Power(1)
Shared Voting
and Investment
Power(1)
Total Share
Ownership and
Percentage of
Class(1)
Percentage of
Aggregate
Voting
Power(1)
Directors and Named Executive Officers
Directors and Named Executive Officers
 Directors and Named Executive Officers
Stephen H. Marcus(2)
                    
Thomas F. Kissinger
Common Shares
Common Shares
Common Shares
1.7
1.7
1.7 %*
Chad M. Paris
Common Shares
Common Shares
Common Shares
*
*
**
Michael R. Evans
Common Shares
Common Shares
Common Shares
*
*
**
Mark A. Gramz
Common Shares
Common Shares
Common Shares  21,895   6,003   27,898      
            *   45.2% 
All directors and executive officers as a group
(13 persons)(3)
All directors and executive officers as a group
(13 persons)(3)
All directors and executive officers as a group
(13 persons)(3)
9.1
9.1
9.1 %26.9 %
Class B Shares  4,734,902   52,070   4,786,972      
            55.0%      
Diane Marcus Gershowitz(2)
                    
Common Shares  9,997(3)   0   9,997(3)      
            *   29.4% 
Class B Shares  2,872,147   247,104   3,119,251      
            35.9%      
Gregory S. Marcus
                    
Common Shares  464,256(4)(5)   75   464,331(4)(5)      
            2.4%   2.6% 
Class B Shares  210,230   18,233   228,463      
            2.6%      
Daniel F. McKeithan, Jr.
                    
Common Shares  16,384(3)   17,540(6)   33,924(3)(6)      
            *   * 
Allan H. Selig
                    
Common Shares  29,649(3)   0   29,649(3)      
            *   * 
Timothy E. Hoeksema
                    
Common Shares  15,890(3)   14,502   30,392(3)      
            *   * 
Philip L. Milstein
                    
Common Shares  68,442(3)   0   68,442(3)      
            *   * 
Class B Shares  0   62,055(7)   62,055(7)      
            *      
Bronson J. Haase
                    
Common Shares  21,353(3)   6,204   27,557(3)      
            *   * 
Brian J. Stark
                    
Common Shares  11,290(3)   0   11,290(3)      
            *   * 
33.7
33.7
33.7
Other Five Percent Shareholders
Other Five Percent Shareholders
Other Five Percent Shareholders
BlackRock, Inc.(9)
Common Shares(10)
Common Shares(10)
Common Shares(10)
16.5
16.5
16.5 %4.4 %
Lazard Asset Management LLC(11)
Common Shares(12)
Common Shares(12)
Common Shares(12)
8.7
8.7
8.7 %2.3 %
Dimensional Fund Advisors LP(13)
Common Shares(14)
Common Shares(14)
Common Shares(14)
7.6
7.6
7.6 %2.0 %
The Vanguard Group(15)
Common Shares(16)
Common Shares(16)
Common Shares(16)
7.3
7.3
7.3 %1.9 %
Bank of Montreal(17)
Common Shares(18)
Common Shares(18)
Common Shares(18)
6.3
6.3
6.3 %1.7 %
JPMorgan Chase & Co.(19)
Common Shares(20)
Common Shares(20)
Common Shares(20)
5.3
5.3
5.3 %1.4 %
UBS Group AG(21)
Common Shares(22)
Common Shares(22)
Common Shares(22)
5.2
5.2
5.2 %1.4 %

_____________________

    
Name of Individual or
Group/Class of Stock		 Sole Voting and
Investment
Power(1)		 Shared Voting
and Investment
Power(1)		 Total Share
Ownership and
Percentage of
Class(1)		 Percentage of
Aggregate
Voting
Power(1)
Directors and Named Executive Officers
 
James D. Ericson
                    
Common Shares  24,664(3)   0   24,664(3)      
              *   * 
Bruce J. Olson
                    
Common Shares  3,583(3)   24,444(6)   28,027(3)(6)      
              *   * 
Katherine M. Gehl
                    
Common Shares  5,340(3)   0   5,340(3)      
              *   * 
David M. Baum
                    
Common Shares  2,627(3)   0   2,627(3)      
              *   * 
Thomas F. Kissinger
                    
Common Shares  145,558(4)(5)   0   145,558(4)(5)      
              *   * 
Douglas A. Neis
                    
Common Shares  168,411(4)(5)   0   168,411(4)(5) 
              *   * 
Rolando B. Rodriguez
                    
Common Shares  20,970(4)(5)   0   20,970(4)(5)      
              *   * 
All directors and executive officers as a group
(16 persons)
               
Common Shares(8)  1,030,309(8)   68,768   1,099,077(8)      
              5.6%   77.9% 
Class B Shares  7,817,279   379,462   8,196,741      
              94.3%      
Other Five Percent Shareholders
 
GAMCO Asset Management(9)
                    
Common Shares(10)  1,843,812   0   1,843,812      
              9.7%   1.7% 
BlackRock, Inc.(11)
                    
Common Shares(12)  2,253,748   0   2,253,748      
              11.8%   2.1% 
Dimensional Fund Advisors LP(13)
                    
Common Shares(14)  1,603,324   0   1,603,324      
              8.4%   1.5% 

**    Less than 1%.
(1)The outstanding Class B Shares are convertible on a share-for-share basis into Common Shares at any time at the discretion of each holder. As a result, a holder of Class B Shares is deemed to beneficially own an equal number of Common Shares. However, to avoid overstatement of the aggregate beneficial ownership of both classes of our outstanding capital stock, the Common Shares listed in the table do not include Common Shares that may be acquired upon the conversion of outstanding Class B Shares. Similarly, the percentage of outstanding Common Shares beneficially owned is determined with respect to the total number of outstanding Common Shares, excluding Common Shares that may be issued upon conversion of outstanding Class B Shares.

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(2)The address of Stephen H. Marcus and Diane Marcus Gershowitz is c/o 100 East Wisconsin Avenue, Suite 1900, Milwaukee, Wisconsin 53202-4125.
(3)Includes 7,583 Common Shares subject to acquisition by each of Diane Marcus Gershowitz, Daniel F. McKeithan, Jr., Allan H. Selig, Philip L. Milstein and James D. Ericson, 7,083 Common Shares subject to acquisition by Timothy E. Hoeksema, 6,083 Common Shares subject to acquisition by Bronson J. Haase and Brian J. Stark, 3,583 Common Shares subject to acquisition by Bruce J. Olson and Katherine M. Gehl and 2,000 Common Shares subject to acquisition by David M. Baum, in each case, pursuant to the exercise of stock options held on the Record Date that were then vested or that will vest within 60 days thereafter. This number also includes 1,192 Common Shares subject to certain restrictions on transfer under securities laws held by each of Diane Marcus Gershowitz, Allan H. Selig, Timothy E. Hoeksema, Philip L. Milstein, Bronson J. Haase, James D. Ericson, Brian J. Stark and Katherine M. Gehl, of which 439 were granted on May 4, 2016 and 753 were granted on October 13, 2015, 753 Common Shares subject to certain restrictions on transfer under securities laws held by each of Daniel F. McKeithan, Jr. and Bruce J. Olson, which were granted on October 13, 2015, and 627 Common Shares subject to certain restrictions on transfer under securities laws held by David M. Baum, of which 439 were granted on May 4, 2016 and 188 were granted on February 15, 2016. See “Compensation Discussion and Analysis — Non-Employee Director Compensation.” The restrictions on these restricted Common Shares terminate on the second anniversary of the date on which they were granted.
(4)Includes 6,549, 7,173, 7,424 and 270 Common Shares held for the respective accounts of Thomas F. Kissinger, Gregory S. Marcus, Douglas A. Neis and Rolando B. Rodriguez in our Pension Plus Plan as of December 31, 2015, the end of our Transition Period. See “Compensation Discussion and Analysis — Other Benefits — Qualified Retirement Plan.”
(5)Includes 94,498, 385,900, 116,420 and 7,200 Common Shares subject to acquisition by Thomas F. Kissinger, Gregory S. Marcus, Douglas A. Neis and Rolando B. Rodriguez, respectively, pursuant to the exercise of stock options held on the Record Date that were then vested or that will vest within 60 days thereafter. See “Compensation Discussion and Analysis — Grants of Plan-Based Awards.”
(6)This number includes 439 Common Shares subject to certain restrictions on transfer under securities laws held by each of Daniel F. McKeithan, Jr. and Bruce J. Olson, which were granted on May 4, 2016. See “Compensation Discussion and Analysis — Non-Employee Director Compensation.” The restrictions on these restricted Common Shares terminate on the second anniversary of the date on which they were granted.
(7)Includes 62,055 Class B Shares held by Philip L. Milstein as a partner of Northmon Investment Co. Excludes the following shares, as to which Mr. Milstein disclaims beneficial interest: (a) 5,625 Common Shares in the AB Elbaum Trust, of which Mr. Milstein is co-trustee; (b) 2,000 Common Shares held by Mr. Milstein’s wife; (c) 8,100 Common Shares held by Mr. Milstein’s children; and (d) 124,111 Common Shares held by the SVM Foundation, of which Mr. Milstein is co-trustee.
(8)Includes 670,348 Common Shares subject to acquisition pursuant to the exercise of stock options held by our named executive officers and non-employee directors on the Record Date that were then vested or that will vest within 60 days thereafter. See “Compensation Discussion and Analysis — Grants of Plan Based Awards” and “Compensation Discussion and Analysis — Non-Employee Director Compensation.”
(9)The address of GAMCO Asset Management (“GAMCO”) is One Corporate Center, Rye, New York 10580.
(10)Other than share ownership percentage information, the information set forth is as of December 5, 2016, as reported by GAMCO in its Schedule 13D/A filed with us and the SEC on December 6, 2016. GAMCO has sole voting power with respect to 1,689,812 of these shares and sole dispositive power with respect to 1,843,812 shares.
(11)The address of BlackRock, Inc. (“BlackRock”) is 55 East 52nd Street, New York, New York 10055.
(12)Other than share ownership percentage information, the information set forth is as of December 31, 2016, as reported by BlackRock in its Schedule 13G/A filed with us and the SEC on January 12, 2017. BlackRock has sole voting power with respect to 2,210,470 of these shares and sole dispositive power with respect to 2,253,748 shares.
(13)The address of Dimensional Fund Advisors LP (“DFA”) is Building One, 6300 Bee Cave Road, Austin, Texas 78746.
(14)Other than share ownership percentage information, the information set forth is as of December 31, 2016, as reported by DFA in its Schedule 13G/A filed with us and the SEC on February 9, 2017. DFA has sole voting power with respect to 1,589,430 and sole dispositive power with respect to 1,603,324 shares.
(1)The outstanding Class B Shares are convertible on a share-for-share basis into Common Shares at any time at the discretion of each holder. As a result, a holder of Class B Shares is deemed to beneficially own an equal number of Common Shares. However, to avoid overstatement of the aggregate beneficial ownership of both classes of our outstanding capital stock, the Common Shares listed in the table do not include Common Shares that may be acquired upon the conversion of outstanding Class B Shares. Similarly, the percentage of outstanding Common Shares beneficially owned is determined with respect to the total number of outstanding Common Shares, excluding Common Shares that may be issued upon conversion of outstanding Class B Shares. The total number of votes represented by outstanding Common Shares and Class B Shares as of the Record Date was 95,016,157, consisting of 25,170,317 votes represented by outstanding Common Shares and 69,845,840 votes represented by outstanding Class B Shares.

(2)The address of Stephen H. Marcus and Diane Marcus Gershowitz is c/o 100 East Wisconsin Avenue, Suite 1900, Milwaukee, Wisconsin 53202-4125.
(3)Mr. Stephen H. Marcus retired from his position as chairman of our board of directors May 23, 2023. Due to Mr. Stephen Marcus’ retirement, his ownership of our Common Shares and Class B Shares is not included in the total ownership of all directors and executive officers listed as a group.

(4)Includes 10,226 Common Shares subject to acquisition by each of Diane Marcus Gershowitz, Allan H. Selig, Philip L. Milstein and Brian J. Stark, Katherine M. Gehl, Timothy E. Hoeksema and Bruce J. Olson and 2,455 Common Shares subject to acquisition by Austin M. Ramirez, in each case, pursuant to the exercise of stock options held on the Record Date that were then vested or that will vest within 60 days thereafter.

(5)Includes 7,295, 383, 1,561, 4,933 and 935 Common Shares held for the respective accounts of Gregory S. Marcus, Chad M. Paris, Thomas F. Kissinger, Mark A. Gramz and Michael R. Evans in our Pension Plus Plan as of December 28, 2023. See “Compensation Discussion and Analysis — Other Benefits — Qualified Retirement Plan.”
(6)Includes 687,275, 231,408, 16,500, 91,873 and 26,890 Common Shares subject to acquisition by Gregory S. Marcus, Thomas F. Kissinger, Chad M. Paris, Michael R. Evans and Mark A. Gramz, respectively, pursuant to the exercise of stock options held on the Record Date that were then vested or that will vest within 60 days thereafter. See “Compensation Discussion and Analysis — Grants of Plan-Based Awards.”
(7)Excludes the following shares, as to which Mr. Milstein disclaims beneficial interest: (a) 10,244 Common Shares held by PLM Foundation, of which Mr. Milstein is co-trustee; (b) 2,000 Common Shares held by Mr. Milstein’s wife; (c) 8,100 Common Shares held by Mr. Milstein’s children; and (d) 124,111 Common Shares held by the SVM Foundation, of which Mr. Milstein is co-trustee.
(8)Includes 1,127,983 Common Shares subject to acquisition pursuant to the exercise of stock options held by our named executive officers and non-employee directors on the Record Date that were then vested or that will vest within 60 days thereafter. See “Compensation Discussion and Analysis — Grants of Plan Based Awards” and “Compensation Discussion and Analysis — Non-Employee Director Compensation.”
(9)The address of BlackRock, Inc. (“BlackRock”) is 50 Hudson Yards, New York, New York 10001.
(10)Other than share ownership percentage information, the information set forth is as of December 31, 2023, as reported by BlackRock in its Schedule 13G/A filed with us and the SEC on January 22, 2024. BlackRock has sole voting power with respect to 4,109,474 shares and sole dispositive power with respect to 4,165,289 shares.
(11)The address of Lazard Asset Management LLC (“Lazard”) is 30 Rockefeller Plaza, New York, NY 10112.
(12)Other than share ownership percentage information, the information set forth is as of December 31, 2023, as reported by Lazard in its Schedule 13G/A filed with us and the SEC on February 14, 2024. Lazard has sole voting power with respect to 1,059,815 and sole dispositive power with respect to 2,198,458 shares.
(13)The address of Dimensional Fund Advisors LP (“DFA”) is Building One, 6300 Bee Cave Road, Austin, Texas 78746.
(14)Other than share ownership percentage information, the information set forth is as of December 29, 2023, as reported by DFA in its Schedule 13G/A filed with us and the SEC on February 9, 2024. DFA has sole voting power with respect to 1,878,435 shares and sole dispositive power with respect to 1,911,190 shares.
(15)The address of The Vanguard Group (“Vanguard”) is 100 Vanguard Blvd, Malvern, PA 19355.
(16)Other than share ownership percentage information, the information set forth is as of December 29    , 2023, as reported by Vanguard in its Schedule 13G/A filed with us and the SEC on February 13, 2024. Vanguard has sole voting power with respect to 0 shares and sole dispositive power with respect to 1,789,970 shares. Vangaurd has shared voting power with respect to 21,395 shares and shared dispositive power with respect to 41,650 shares.
(17)The address of Bank of Montreal (“BMO”) is 100 King Street West, 21st Floor, Toronto, Ontario, M5X 1A1, Canada.
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(18)Other than share ownership percentage information, the information set forth is as of December 31, 2023, as reported by BMO in its Schedule 13G filed with us and the SEC on February 9, 2024. BMO has sole voting power with respect to 1,575,091 shares and sole dispositive power with respect to 1,575,091 shares.
(19)The address of JPMorgan Chase & Co. (“JPM”) is 383 Madison Avenue, New York, NY 10179.
(20)Other than share ownership percentage information, the information set forth is as of December 29, 2023, as reported by JPM in its Schedule 13G filed with us and the SEC on February 6, 2024. JPM has sole voting power with respect to 1,346,025 shares and sole dispositive power with respect to 1,346,025 shares.
(21)The address of UBS Group AG (“UBS”) is Bahnhofstrasse 45 PO Box CH-8021, Zurich, Switzerland.
(22)Other than share ownership percentage information, the information set forth is as of December 29, 2023, as reported by UBS in its Schedule 13G filed with us and the SEC on February 6, 2024. UBS does not have sole voting power or sole dispositive power with respect to its shares. UBS has shared voting power with respect to 1,299,728 shares and shared dispositive power with respect to 1,299,728 shares.
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COMPENSATION DISCUSSION AND ANALYSIS

This compensation discussion and analysis, or “CD&A,” provides information about our compensation philosophy, principles and processes for our chairman of the board ourand chief executive officer, our chief financial officer and our twothree other most highly compensated executive officers for fiscal 20162023, as well Stephen H. Marcus, who were servingretired as executive officers asChairman of December 29, 2016, the last dayour Board of fiscal 2016.Directors effective May 23, 2023. We sometimes collectively refer to these executive officers in this CD&A as our “named executive officers.”

This CD&A is intended to provide you with a better understanding of why and how we make our executive compensation decisions and facilitate your reading of the information contained in the tables and descriptions that follow this discussion. This CD&A is organized as follows:

•Overview of Our Executive Compensation Philosophy.  In this section, we describe our executive compensation philosophy and the core principles underlying our executive compensation programs and decisions.
•Role of Our Compensation Committee.  This section describes the process and procedures that our Compensation Committee followed to arrive at its executive compensation decisions.
•Total Compensation.  In this section, we describe our named executive officers’ total compensation.
•Elements of Compensation.  This section includes a description of the types of compensation paid and payable to our named executive officers.
•Executive Stock Ownership.  This section describes the stock ownership of our named executive officers.
•Impact of Tax, Accounting and Dilution Considerations.  This section discusses Section 162(m) of the Internal Revenue Code of 1986 (the “Code”) and certain accounting, financial reporting and shareholder dilution consequences that have impacted some of our executive compensation programs and decisions.

•Overview of Our Executive Compensation Philosophy

.   In this section, we describe our executive compensation philosophy and the core principles underlying our executive compensation programs and decisions.

•Role of Our Compensation Committee.   This section describes the process and procedures that our Compensation Committee followed to arrive at its executive compensation decisions.
•Total Compensation.   In this section, we describe our named executive officers’ total compensation.
•Elements of Compensation.   This section includes a description of the types of compensation paid and payable to our named executive officers.
•Executive Stock Ownership.   This section describes the stock ownership of our named executive officers.
Overview of Our Executive Compensation Philosophy
Our executive compensation and benefit programs are designed to advance the following core compensation philosophies and principles:

•We strive to compensate our executives at competitive levels to ensure that we attract, retain and motivate our key management employees who we expect will contribute significantly to our long-term success and value creation.
•We link our executives’ compensation to the achievement of pre-established financial and individual performance goals that are focused on the creation of long-term shareholder value.
•Our executive compensation policies are designed to foster an ownership mentality and an entrepreneurial spirit in our management team. We try to do this by providing our executives with a substantial long-term incentive compensation component that helps to more closely align our management’s financial interests with those of our shareholders over an extended performance period, and that otherwise encourages our management team to take appropriate market-responsive risk-taking actions that will facilitate our long-term growth and success.

In October 2015, we changed our fiscal year end from the last Thursday in May to the last Thursday in December, which resulted in a 31-week transition period ended December 31, 2015, which we refer to in this proxy statement as the “Transition Period.”

At our 20162023 annual meeting of shareholders, our shareholders were asked to approve, by advisory vote, the compensation of our named executive officers during the Transition Periodfiscal 2022 as disclosed in the proxy statement for our 20162023 annual meeting. At our 20162023 annual meeting, over 99%98% of the votes cast and over 98%97% of all shares entitled to vote at the meeting were voted in favor of the compensation of our named executive officers. In developing our executive compensation and benefit programs that were in effect for fiscal 2016,2023, we considered our shareholders’ resounding approval of our executive compensation and benefit programs for the Transition Periodfiscal 2022 at our 20162023 annual meeting. As a result, and as we describe in this CD&A, we maintained during fiscal 20162023 many of the same executive


compensation and benefit programs that were overwhelmingly approved by our shareholders at our 20162023 annual meeting.


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Role of Our Compensation Committee

Our Compensation Committee, or “Committee,” attempts to ensure that our executive compensation and benefit programs are consistent with our core compensation philosophies and principles by:

•Analyzing aggregated composite survey and benchmark data from Willis Towers Watson plc (“Towers Watson”), a nationally-recognized executiveexternal compensation consulting firm,consultants about the compensation levels of similarly situated executives at equivalently-sized companies in various industry sectors.
•Reviewing on an annual basis the performance of our company and our named executive officers, with assistance and recommendations from our chief executive officer (other than with respect to himself and our chairman)himself), and determining their total direct compensation based on competitive levels as measured against our surveyed sectors, our company’s financial performance, each executive’s individual performance and other factors described below.
•Reviewing the performance and determining the total compensation earned by, or paid or awarded to, our chairman and chief executive officer independent of input from them.him.
•Maintaining the practice of holding executive sessions (without management present) at every meeting of our Committee.
•Taking into account the long-term interests of our shareholders in developing and implementing our executive compensation plans and in making our executive compensation decisions.

Our Compensation Committee annually engages the services of external compensation consultants, including Aon Hewitt and Willis Towers Watson, to provide the Committee with then current survey and benchmarking compensation data on a position-by-position basis for each of our named executive officers on a composite aggregated basis for various selected industry sectors. Specifically, Aon Hewitt and Willis Towers Watson has annuallyhave provided our Committee with composite aggregated data respecting the base salary and total cash compensation (i.e., base salary and bonuses) for similarly situated executives at other companies with comparable annual revenue levels in the following sectors: (1) all organizations (including and excluding financial service organizations);organizations; (2) all non-manufacturing organizations; and (3) service organizations; and (4) leisure and hospitality organizations (including motion picture theatre organizations).organizations. The Committee chose these sectors so as to provide it with both a broad scope of applicable executive compensation data to consider, as well as more specific information at similarly-sized companies in comparable sectors. Neither Aon Hewitt nor Willis Towers Watson has nothave provided, and our Compensation Committee has not received, reviewed or considered, the individual identities of the companies which comprised these general sector categories of benchmarked organizations. For each of these sectors, Towers Watsonour Committee has been provided our Committee with aggregated compiled data and identified the 25th25th percentile, median and 75th75th percentile amounts for the base salary and total cash compensation amounts for executives similarly situated to the named executive officers in each sector. In particular, when reviewing this survey data, our Committee pays particular attention to the composite benchmark salary and cash compensation data related to the service organizations and leisure and hospitality companies,(when available for a given position), because our Committee believes that they are the most similar to our hotels and resorts and theatre divisions. In connection with our Committee’s long-term equity-based incentive award grants, Willis Towers Watson also provided our Committee with composite aggregated data regarding the value of competitive long-term incentive plans for similarly situated executives at other companies with comparable revenue levels, identifying the 25th25th percentile, median and 75th75th percentile amounts.

Our Compensation Committee has the final authority to engage and terminate any compensation consultant including Towers Watson, and is responsible for periodically evaluating any compensation consultant that it engages. Our Compensation Committee also has the responsibility to consider the independence of any compensation consultant before engaging the consultant. Prior to Towers Watson’seach consultant’s appointment for fiscal 2016,2023, our Compensation Committee reviewed the independence of Towers Watsonsuch consultant and theits individual representatives of Towers Watson who serve as consultants to the Committee in light of SEC


rules and NYSE listing standards regarding the independence of compensation committee members and the specific factors set forth therein and concluded that Aon Hewitt’s and Willis Towers Watson’s work for the Committee does not raise any conflict of interest.

In addition to Willis Towers Watson’s work for our Compensation Committee, a different division of Willis Towers Watson provides us with actuarial services, and pension plan and consulting services limited in scope to us.only our new disclosure regarding the Company’s pay of named executive officers compared to the Company’s performance. In fiscal 2016,2023, we paid such division approximately $40,000$49,800 for such actuarial, and pension plan and consulting services which, given the relative sizes of both our organizations, we believe to be a relatively immaterial amount. As a result, our Compensation Committee concluded that Willis Towers Watson’s provision of such actuarial, and pension plan and consulting services does not raise any conflict of interest.

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In February 2017,2024, our Compensation Committee conducted a thorough risk assessment of our compensation policies and practices. Our Committee evaluated the levels of risk-taking that could be potentially encouraged by each of our material compensation arrangements, after taking into account any relevant risk-mitigation features. As a result of this review, our Committee concluded that our compensation policies and practices do not encourage excessive or unnecessary risk-taking.

Total Compensation

The compensation paid to our named executive officers for fiscal 2023 consists of four main elements: (1) salary; (2) an annual incentive cash bonus; (3) a long-term incentive compensation award, which includesincluded an annual stock option grant, an annual restricted stock award and an annual long-term performance cash award; and (4) other benefits, including those made available under our employee benefit plans. The combination of these elements is intended to provide our named executive officers with fair and competitive compensation that rewards corporate and individual performance and helps attract, retain and motivate highly qualified individuals who contribute to our long-term success and value creation. Additionally, these compensation elements, particularly our annual incentive cash bonus and long-term incentive awards, are designedtie the compensation of our executive officers to strong performance metrics and therefore foster a shareholder mentality and the continuation of our entrepreneurial spirit by aligning executive officers’ cash and equity incentives with sustained growth in long-term shareholder value and encouraging our executives to take appropriate market-responsive risk-taking actions that help create long-term shareholder value.

While the relative amounts of salaries and benefits provided to our named executive officers are intended to be set at competitive levels compared to our surveyed group of benchmarked sectors, we provide our executives with the opportunity to earn significant additional amounts through performance-based annual cash bonuses and long-term incentive compensation programs.

For fiscal 2016,2023, the total cash compensation (i.e., salary and annual cash bonus) paid to our named executive officers generally fell between the 5025th and 75th percentile of the total cash compensation amounts paid to executives holding equivalent positions at our surveyed group of benchmarked sectors. In establishing these relative levels of compensation, our Committee first established the relative level of each of our named executive officer’s base salary at between the 50th and 75th percentile of the salary paid to similarly situated executives at our surveyed group of benchmarked sectors. These decisions were based on the considerations discussed in more detail below under “Elements of Compensation — Base Salaries.” Then, our Committee established the relative level of each of our named executive officer’s targeted annual cash bonus award that, if earned, would result in our payment of total cash compensation amounts that would generally fall between the 50th and 75th percentile of the total cash compensation paid to similarly situated executives at our surveyed group of benchmarked sectors. These decisions were based on the considerations discussed in more detail below under “Elements of Compensation — Annual Cash Bonuses.” Our Committee subjectively believed that the targeted relative levels of total cash compensation to our named executive officers resulting from this process generally reflected the highly experienced nature of our senior executive team and was generally consistent with our historical corporate financial performance, the individual performance of our named executive officers and our prior shareholder return. Our Committee also believed that these total cash compensation levels were reasonable in their totality and supported our core compensation philosophies and principles. However, in establishing these relative compensation levels, our Committee did not specifically compare any of the criteria listed in the prior two sentences to our surveyed group of benchmarked sectors. For fiscal 2016,2023, our Committee established the range of potential total cash compensation payable to our named executive officers at the same relative levels compared to updated recent information for our benchmarked sectors.


Mr. GregGregory S. Marcus, as our chief executive officer and Mr. Rodriguez,chairman, and Mark A. Gramz and Michael R. Evans, as our theatre division president, havepresidents, had a higher percentage of their total compensation based on achieving their incentive bonus targets, because our Committee believes that they havehad the most potential to impact our corporate financial performance. Our Committee believes that this emphasis and allocation most effectively links pay-for-performance.

Due to changes adopted by our Committee in February 2024, our long-term incentive compensation award for fiscal 2024 includes an annual long-term performance cash award, an annual performance stock unit award and an annual restricted stock award.
Elements of Compensation

Base Salary

Our Compensation Committee, in consultation with our chief executive officer (other than with respect to decisions affecting himself and our chairman)himself), strives to establish competitive base salaries for our named executive officers set at between the 50th and
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75th percentile of the salaries paid to similarly situated executives at our surveyed group of benchmarked sectors. Each executive officer’s salary is initially based on the level of his responsibilities, the relationship of such responsibilities to those of our other executive officers and his tenure at our company. We evaluate and adjust the base salaries of our named executive officers annually as of March 1 of each fiscal year. When evaluating and adjusting the salaries of our named executive officers (other than our chairman and chief executive officer), we consider the recommendations of our chief executive officer. In making his recommendations, our chief executive officer generally takes into account: (1) our corporate financial performance as a whole and on a divisional basis, when appropriate, for the most recent fiscal year compared to our historical and budgeted performance; (2) general economic conditions (including inflation) and the impact such conditions had on our operations and results; (3) each executive officer’s past, and anticipated future, contributions to our performance; (4) each executive officer’s compensation history with our company and the past levels of each element of total compensation; (5) how each executive officer’s salary compares to the range of salaries of similarly situated executives at our surveyed group of benchmarked companies; (6) new responsibilities, if any, recently delegated, or to be delegated, to such officer; and (7) the executive’s participation in significant corporate achievements during the prior fiscal year. Our Compensation Committee, while looking to our chief executive officer for his recommendations as to the salaries of our other named executive officers (other than with respect to himself and our chairman)himself), also engages in its own independent review and judgment concerning such base salary adjustments based on the foregoing factors. When evaluating and adjusting our chief executive officer’s and chairman’s salary, our Compensation Committee independently, and without input from our chief executive officer, considers the factors cited above, as well as their respective ability to inspire subordinates with the vision of our company, and makes decisions accordingly. The seven factors listed above are only generally, and not individually or separately, analyzed, assessed and weighted by our Committee in its determination of the amount of base salary of each individual named executive officer. Our Committee subjectively assesses these factors in the aggregate based on the recommendations of our chief executive officer for all named executive officers other than himself and, our chairman and, in the case of our chairman and chief executive officer, by our Committee on its own accord.

As a result of the process described above, for fiscal 2016, Stephen H. Marcus, Gregory S. Marcus, Douglas A. Neis,2023, Chad M. Paris, Thomas F. Kissinger, Mark A. Gramz and Rolando B. RodriguezMichael R. Evans received increases of 2.2%8.0%, 2.0%4.3%, 2.6%, 2.6%4.7% and 2.5%5.0%, respectively, in their base salaries; Stephen H. Marcus and Gregory S. Marcus did not receive increases in their respective annual base salaries. In fiscal 2016,2023, the base salaries paid to Messrs. Stephen Marcus, Greg Marcus, Neis,Paris, Kissinger, Gramz and RodriguezEvans represented 49%46%, 26%20%, 39%46%, 40%29%, 42% and 32%40%, respectively, of their respective total compensation for the fiscal 20162023 as set forth below in the Summary Compensation Table. Based upon our analyzing similar factors earlier this calendar year, for fiscal 2017,2024, Messrs. Stephen Marcus, Greg Marcus, Neis,Paris, Kissinger, Gramz and RodriguezEvans received an increase in their annual base salary of, 8.7%8.2%, 5.0%2.0%, 3.0%4.5% and 4.1%, 3.2% and 5.4%, respectively.

respectively; Mr. Greg Marcus did not receive an increase in his annual base salary.

Annual Cash Bonuses

We establish targeted potential annual cash bonus awards at the beginning of each fiscal year pursuant to our variable incentive plan, which our Compensation Committee administers. Our variable incentive plan allows our Committee to select from a variety of appropriate financial metrics upon which to base the financial targets for achieving a corresponding annual incentive bonus. Under our variable incentive plan, our Committee may choose from one or more of the following financial metrics, either in absolute terms or in comparison to prior year performance or publicly available industry standards or indices: revenues; gross operating profit; operating income; pre-tax earnings; net earnings; earnings per share; earnings before interest, taxes, depreciation and amortization (“EBITDA”); economic profit; operating margins and statistics; financial return and leverage ratios; total shareholder return metrics; or a company-specific financial metric (such as Adjusted EBITDA, adjusted consolidated pre-tax income (“API”) or adjusted division pre-tax income (“ADI”)). Additional financial measures not specified in the variable incentive plan may be considered if our Committee determines that the specific measure contributes to achieving the primary goal of our incentive plan — sustained growth in long-term shareholder value. Our Committee retains the ability to consider whether an adjustment of the selected financial goals for any year is necessitated by exceptional circumstances. This ability is intended to be narrowly and infrequently used.

Targeted annual bonus awards under the variable incentive plan may be based on our relative achievement of the selected consolidated financial targets and/or divisional financial targets, as well as on discretionary individual performance measures that help enhance shareholder value as subjectively determined by our Compensation Committee. Our Committee also from time to time has granted special compensation awards to our named executive officers and other key employees to reward their integral involvement in significant corporate achievements or events. In fiscal 2016, ourOur Committee granteddid not grant any special compensation awards to Messrs. Neis, Kissinger and Rodriguez to reward their significant contributionsany of our named executive officers in connection with our acquisition of 14 Wehrenberg-branded theatres in December 2016.

Atfiscal 2023.

Historically, at the beginning of each fiscal year, our Committee establishes applicable financial targets for such fiscal year for purposes of granting our named executive officers’ target incentive cash bonus opportunities for that fiscal year. For each selected applicable financial target, our Committee also establishes a threshold minimum level of financial performance and a maximum level of financial performance relative to such target. If our actual financial performance
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equals our targeted financial metric, then the portion of our incentive bonus payouts based on achieving that financial target will be equal to 100% of the targeted bonus amount. If we do not achieve the specified minimum threshold level of financial performance, then no incentive bonus payouts based on financial performance will be paid. If we equal or exceed the specified maximum level of financial performance, then we will pay out up to 320% of the targeted amount of the incentive bonuses based on the level that we exceed the selected financial performance metric. Financial performance between the threshold and target levels and between the target and maximum levels will result in a prorated portion of the financial-based bonus being paid.

Our Committee establishedalso retains the ability to consider whether an adjustment of the selected financial component of each named executive officer’s fiscal 2016 target incentive bonus opportunity as a percentage of APIgoals for corporate officers and as a percentage of theatre division ADI for Mr. Rodriguez. Additionally, the Committee established each named executive officer’s individual performance component of their fiscal 2016 target incentive bonus opportunity as a fixed percentage of their base salary, which was generallyany year is necessitated by exceptional circumstances. This ability is intended to approximate 25 – 35% of the total fiscal 2016 target incentive bonus opportunity for our chairman, chief executive officerbe narrowly and theatre division president and 40 – 50% for all of our other named executive officers, although these percentages may vary from year to year. If earned, our Committee believed that the bonuses at the target levels would result in our payment of total direct compensation to our named executive officers that would generally fall between the 50th and 75th percentile of total direct compensation paid to similarly situated executives at our benchmarked sectors. For fiscal 2016, targeted incentive bonus amounts for Messrs. Stephen Marcus, Greg Marcus, Neis, Kissinger and Rodriguez were $131,714, $444,631, $130,714, $136,864 and $197,283, respectively.

As a result of the foregoing, the targeted fiscal 2016 incentive bonus award for Mr. Rodriguez was based approximately 75% on achieving the fiscal 2016 ADI target of the theatre division, and approximately 25% on achieving his individual performance measures. The targeted fiscal 2016 theatre division ADI was


approximately $19.5 million. The targeted fiscal 2016 incentive bonus awards for Messrs. Stephen Marcus and Greg Marcus were based approximately 65 – 75% on achieving our fiscal 2016 consolidated API target of $42.9 million and approximately 25 – 35% on achieving their applicable individual performance measures. The targeted fiscal 2016 incentive bonus amounts for Messrs. Neis and Kissinger were based approximately 55% on achieving our fiscal 2016 consolidated API target and approximately 45% on achieving their applicable individual performance measures.infrequently used. We have historically established these API and ADIfinancial targets for each fiscal 2016year based on a consistent methodology that encourages growth over an average of prior years’ performance for both our company and both of our theatre division.divisions. We establishedestablish these targets with the belief that the level of achievability of the targets would likely be consistent with the relative level of achievement of our historical financial targets. Since the implementation of our incentive plan, we have achieved between 25% – 153%0%-218% of the applicable bonus based upon our consolidated financial targets and 0% – 330%-379% of the applicable bonus based upon our division financial targets.

Additionally, the Committee historically has established each named executive officer’s individual performance component of their fiscal year target incentive bonus opportunity as a fixed percentage of their base salary, which was generally intended to approximate 20% of the total target incentive bonus opportunity for our chief executive officer, 30% for our division presidents and 40% for all of our other named executive officers, although these percentages may vary from year to year. Individual performance measures for fiscal 2016have historically included such officer’s individual contributions and achievements during the fiscal 2016,year, particularly as such contributions and achievements relate to advancing our entrepreneurial spirit. If earned, our Committee believes that the combined financial and individual performance components of bonuses at the target levels would result in our payment of total direct compensation to our named executive officers that would generally fall between the 50th and 75th percentile of total direct compensation paid to similarly situated executives at our benchmarked sectors.
The Committee established target bonuses for fiscal 2023 under the terms of the variable incentive plan, using Adjusted EBITDA as the financial target. For purposes of determining the relative achievement of our fiscal 2016 financial targets, we defined “API”define Adjusted EBITDA as consolidated earnings beforeoperating income taxes, excluding gainsplus depreciation and losses from dispositionsamortization, impairment charges, share-based compensation and any material unusual nonrecurring items. We established the Adjusted EBITDA targets for fiscal 2023 based upon a methodology that encourages continued growth. We also established these targets with the belief the level of assets, preopening expenses and unusual items, and less a goodwill amortization charge. Similarly, for these purposes, we defined “ADI” generally in the same manner as we do API, except that division earnings before income taxes is our beginning baseline metric instead of consolidated earnings before income taxes, and we also subtract an intercompany rent charge for company-owned real estate associated with each division. Our Committee also retained the ability to consider whether an adjustmentachievability of the selectedtargets would likely be consistent with the relative level of achievement of our historical financial goalstargets. The targeted fiscal 2023 incentive bonus award for any year is necessitated by exceptional circumstances. This ability is intended to be narrowlyMr. Stephen H. Marcus was based on a fixed percentage (0.125%) of our fiscal 2023 consolidated Adjusted EBITDA results. The targeted fiscal 2023 incentive bonus award for Mr. Gregory S. Marcus was based approximately 80% on achieving our fiscal 2023 consolidated Adjusted EBITDA target and infrequently usedapproximately 20% on achieving his applicable individual performance measures for each fiscal year. The targeted fiscal 2023 incentive bonus amounts for Messrs. Paris and no such adjustmentsKissinger were made inbased approximately 60% on achieving our fiscal 2016.

2023 consolidated Adjusted EBITDA target and approximately 40% on achieving their applicable individual performance measures. The targeted fiscal 2023 incentive bonus amounts for Messrs. Gramz and Evans were based approximately 70% on achieving our fiscal 2023 division Adjusted EBITDA targets and approximately 30% on achieving their applicable individual performance measures. For fiscal 2016,2023, targeted incentive bonus amounts for Messrs. Stephen Marcus, Gregory Marcus, Paris, Kissinger, Gramz and Evans were $138,429, $757,124, $158,716, $221,714, $224,128 and $236,557, respectively.

For fiscal 2023, our actual APIconsolidated Adjusted EBITDA was approximately $58.3$108.7 million, or approximately 136%98% of our target amount of $42.9$110.7 million, resulting in a bonus achievement based upon this financial measure of approximately 218%96%. Similarly, our actual fiscal 20162023 theatre division ADIAdjusted EBITDA was approximately $36.9$86.4 million, or 189%approximately 96% of the target amount of  $19.5$89.9 million, resulting in a bonus achievement based upon this financial measure of approximately 379%91%. Our actual fiscal 2023 hotel division Adjusted EBITDA was $37.7 million, or approximately 96% of the target amount of  $39.4 million, resulting in a bonus achievement based upon this financial measure of approximately 90%. Our Compensation Committee subjectively analyzed on a discretionary basis an executive officer’s relative achievement of other fiscal 20162023 individual performance measures, including achievements relating to advancing entrepreneurial spirit, with respect to each individual executive officer based on the recommendations of our chief executive officer for all named executive officers other than himself and, our chairman and, in the case of our chief executive officer, and our chairman, by our Committee on its own accord. As a result, and because each named executive officer was determined to have successfully achieved each of his respective individual performance criterion, Messrs. Stephen Marcus, GregGregory Marcus, Neis,Paris, Kissinger, Gramz and RodriguezEvans earned fiscal 20162023 incentive bonus amounts of $232,579, $848,092, $213,928, $220,078$132,753, $731,924, $154,766, $216,129, $210,593 and $623,605,$220,651, respectively.

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The targeted fiscal 20172024 incentive bonus awardawards for Mr. RodriguezGregory Marcus is based approximately 80% on achieving theour fiscal 2017 ADI2024 consolidated Adjusted EBITDA target of the theatre division and approximately 20% on achieving his individual performance measures. The targeted fiscal 20172024 incentive bonus awardsamounts for Messrs. Stephen MarcusParis and Greg Marcus isKissinger are based approximately 70 – 80%60% on achieving our fiscal 20172024 consolidated APIAdjusted EBITDA target and approximately 20-30%40% on achieving their applicable individual performance measures. The targeted fiscal 20172024 incentive bonus amounts for Messrs. NeisGramz and KissingerEvans are based approximately 60%70% on achieving our fiscal 2017 consolidated API target2024 division Adjusted EBITDA targets and approximately 40%30% on achieving their applicable individual performance measures. As was the case for fiscal 2016,2023, we established these API and ADIAdjusted EBITDA targets for fiscal 20172024 based on a consistent methodology that encourages growth over an average ofthe prior years’year’s performance for both our company and both of our theatre division.divisions, and also considers our expectations for the performance of the industries that we operate in. Similarly, we established these targets with the belief that the level of achievability of the targets would likely be consistent with the relative level of achievement of our historical financial targets.


Long-Term Incentive Awards

We believe that long-term incentive awards support our core compensation philosophies and objectives because they encourage entrepreneurism and help our named executive officers to maintain a shareholder mentality in managing our businesses. We believe that using long-term incentive awards as an important component of our executive compensation package will further our goals of promoting continuity of management and increasing incentive and personal interest in our welfare by those employees who are primarily responsible for shaping or carrying out our long-range plans and securing our continued growth and financial success. Historically, we have granted stock options to a broad range of employees because we believe it is beneficial to our shareholders to have our employees maintain a shareholder orientation and an entrepreneurial spirit. In fiscal 2016, 63% of our employee stock options were granted to employees other than our named executive officers. For fiscal 2017, this percentage remains similarly high at 66%.

Our long-term incentive plan for our senior executives includes a mix of three compensation elements: stock options (typically expected to constitute approximately 35 – 40% of each annual long-term incentive award), performance cash (typically expected to constitute approximately 40% of each annual long-term incentive award) and restricted stock (typically expected to constitute approximately 20 – 25% of each annual long-term incentive award). Our Committee granted Mr. Rodriguez a larger percentage of his initial long-term incentive award in the form of restricted stock as an incentive to join the Company. Our Committee tries to target the relative size of our annual long-term incentive grants to place us at or above the median level of long-term grants provided by our benchmarked companies. Mr. Stephen H. Marcus is not eligible to receive any equity-based award grants under our stock option and equity awards plans.

In fiscal 2023, our long-term incentive plan for our senior executives included a mix of three compensation elements: stock options (typically expected to constitute approximately 30-40% of each annual long-term incentive award), performance cash (typically expected to constitute approximately 40-45% of each annual long-term incentive award) and restricted stock (typically expected to constitute approximately 20-30% of each annual long-term incentive award). Stock options granted under the plan prior to fiscal 2018 generally become exercisable 40% after two years, 60% after three years, 80% after four years and 100% after five years of the date of grant.
In fiscal 2024, the Committee, in consultation with our chief executive officer and Willis Towers Watson, reviewed the award types and mix of compensation elements and vesting terms of our long-term incentive plan awards in comparison to the benchmark companies. As a result of this review and beginning in fiscal 2024, the long-term incentive plan awards for our senior executives now includes a mix of the following three compensation elements: long-term performance stock unit awards (typically expected to constitute approximately 20% of each annual long-term incentive award), long-term performance cash awards (typically expected to constitute approximately 40% of each annual long-term incentive award) and restricted stock (typically expected to constitute approximately 40% of each annual long-term incentive award). Following this change, approximately 60% of each annual long-term incentive award for our senior executives is performance-based. Beginning in fiscal 2024, all three compensation elements have a vesting schedule over three years as further described below.
Stock Options (2023 and prior)
Beginning in fiscal 2018 through fiscal 2023, stock options granted under the plan become exercisable 50% after two years, 75% after three years and 100% after four years of the date of grant. The options generally expire ten years from the date of grant as long as the optionee is still employed with the Company. Our restricted
Performance Stock Units
Beginning in fiscal 2024, stock options were replaced with performance stock units in order to increase the plan’s emphasis on linking the total compensation of our named executive officers to the relative level of our operating performance over the longer term. For grants have a vesting schedulemade in fiscal 2024, performance stock unit awards granted as part of 50% after the third anniversary of grant and 100% after the fifth anniversary. Mr. Stephen Marcus is noteach such awards are eligible to receive any equity-basedbe earned based on our achievement of performance goals expressed in terms of (i) earnings before interest, taxes, depreciation and amortization growth rate ranking relative to the Russell 2000 Index with respect to 25% of the total number of performance stock unit awards, and (ii) our average return on invested capital, or ROIC, ranking relative to the Russell 2000 Index with respect to 75% of the total number of performance stock unit awards. For grants awarded in fiscal 2024, our Committee determined these performance stock unit award grants underperformance goals will relate to the three-year performance period from fiscal 2024-2026. Under our long-term incentive plan, if our relative ROIC and/or Adjusted EBITDA growth rate over the three-year measurement period is equal to the 25th percentile of the respective Russell 2000 ROIC and/or Adjusted EBITDA growth rate over the measurement period, then the performance stock option and equity awards plans.

unit

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award amount for LTIP participants will be equal to 25% of the target award amount for such respective performance measure. If we achieve performance of either or both measures equal to the 50th percentile, then the award will be 100% of the target award amount for such respective performance measure. If we achieve performance of either or both measures equal to or above the 75th percentile, then the award will be 150% of the target award amount for such respective performance measure.
Performance Cash
Our long-term incentive plan for our senior executives includes a performance cash component in order to increase the plan’s emphasis on linking the total compensation of our named executive officers to the relative level of our operating performance over the longer term. The performance cash component’s measurement period is five years for grants made in fiscal 2014,2019, fiscal 2015, the Transition Period,2020, fiscal 20162021, fiscal 2022 and fiscal 20172023 for Messrs. GregGregory Marcus Neis and Kissinger. The performance cash component’s measurement period is three years for grants made in fiscal 2014,2022 and four years for grants made in fiscal 20152023 for Mr. Paris. The performance cash component’s measurement period is three years for grants made in fiscal 2023 for Mr. Gramz. The performance cash component’s measurement period is four years for grants made in fiscal 2021 and five years for grants made in the Transition Period, fiscal 20162022 and fiscal 20172023 for Mr. Rodriguez. For grants issued prior to fiscal 2016, theEvans.
The performance cash component’s measurement period will continue to be based upon our prior fiscal year-end (last Thursday in May). The measurement periodis three years for grants beginningmade in fiscal 2016 will be based upon our new fiscal year-end (last Thursday in December).2024 for Messrs. Gregory Marcus, Paris, Kissinger, Gramz and Evans. The performance measures for the performance cash component are our average return on invested capital, or ROIC, during the relevant measurement period,periods, and our Adjusted EBITDA growth rate during the relevant measurement period, each of which is measured and calculated independently of each other, but with the relative achievement of our ROIC levels weighted 75% of the targeted total pay-out amount and our relative achievement of our Adjusted EBITDA growth rate weighted 25%. Under our cash performance plan, if our relative ROIC and/or Adjusted EBITDA growth rate over the relevant measurement period is equal to the 25th percentile of the respective Russell 2000 ROIC and/or Adjusted EBITDA growth rate over the measurement period, then the payment made to our named executive officers will be equal to 25% of the target pay-out amount for such respective performance measure. If we achieve performance of either or both measures equal to the 50th50th percentile, then the pay-out will be 100% of the target pay-out amount for such respective performance measure. If we achieve performance of either or both measures equal to the 75th75th percentile, then the pay-out will be 150% of the target pay-out amount for such respective performance measure. Performance achievements in between these percentiles will result in prorated pay-outs based on the foregoing pay-out ratios.


Restricted Stock
Our restricted stock grants prior to fiscal 2018 have a vesting schedule of 50% after the third anniversary of grant and 100% after the fifth anniversary. In fiscal 2018 through fiscal 2023, our restricted stock grants have a vesting schedule of 50% after the second anniversary of grant and 100% after the fourth anniversary. Beginning in fiscal 2024, our restricted stock grants have a vesting schedule of 50% after the second anniversary of grant and 100% after the third anniversary.

Based on the foregoing considerations, our Committee granted the following fiscal 20162023 long-term incentive awards to our named executive officers based on benchmarking data provided to it by Willis Towers Watson, as well as the recommendations of our chief executive officer (other than with respect to himself).

Name
Total Dollar Value
of Long-Term
Incentive Award
(100%)
Dollar Value/
Shares(1) of
Option Component
(40%)
Dollar Value/
Shares(2) of Restricted
Stock Component
(20 %)
Dollar Value of
Performance
Cash Component
Target Award
(40%)
Mr. G. Marcus$3,368,972 $1,364,616 /172,300 $674,356 /42,200 $1,330,000 
Mr. C. Paris584,462 236,808 /29,900 116,654 /7,300 231,000 
Mr. T. Kissinger1,107,394 448,272 /56,600 222,122 /13,900 437,000 
Mr. M. Gramz537,866 217,800 /27,500 107,066 6,700 213,000 
Mr. M. Evans684,628 277,200 /35,000 137,428 /8,600 270,000 
_____________________
(1)Based on an estimated fiscal 2023 FASB ASC Topic 718 option value per share of $7.92. Each option granted has an exercise price of $15.99 per share, which is equal to the closing sale price of our Common Shares on the March 7, 2023 stock option grant date.
(2)Based on the closing sale price of $15.98 per share of our Common Shares on the March 1, 2023 restricted stock grant date.
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Our Committee granted the following fiscal 2024 long-term incentive awards to our named executive officers (other than to our chairman) based on benchmarking data provided to it by Willis Towers Watson, as well as the recommendations of our chief executive officer (other than with respect to himself).

    
Name Total Dollar Value
of Long-Term
Incentive Award (100%)		 Dollar Value/
Shares(1) of Option
Component
(26 – 30%)		 Dollar Value/
Shares(2) of Restricted
Stock Component
(16 – 20%)		 Dollar Value of
Performance
Cash Component
Target Award
(54%)		Name
Total Dollar Value
of Long-Term
Incentive Award
(100%)
Dollar Value/
Shares(1) of
Performance Stock Units Component
(20%)
Dollar Value/
Shares(2) of Restricted
Stock Component
(40%)
Dollar Value of
Performance
Cash Component
Target Award
(40%)
Mr. G. Marcus $739,368  $223,440 / 28,500  $116,928 / 6,300  $399,000 
Mr. D. Neis $288,888  $ 87,416 / 11,150  $ 45,472 / 2,450  $156,000 
Mr. C. Paris
Mr. T. Kissinger $318,544  $ 96,432 / 12,300  $ 50,112 / 2,700  $172,000 
Mr. R. Rodriguez $371,312  $ 98,000 / 12,500  $ 73,312 / 3,950  $200,000 
Mr. M. Gramz
Mr. M. Evans

(1)
_____________________
(1)Based on a fiscal 2016 Period FASB ASC Topic 718 option value per share of $7.84. Each option granted has an exercise price of $18.68 per share, which is equal to the closing sale price of our Common Shares on the February 29, 2016 stock option grant date for Messrs. Greg Marcus, Neis, Kissinger and Rodriguez.
(2)Based on the closing sale price of $18.56 per share of our Common Shares on the February 15, 2016 restricted stock grant date.

Our Committee granted the following fiscal 2017closing sale price of $14.84 per share of our Common Shares on the February 22, 2024 performance stock unit grant date.

(2)Based on the closing sale price of $14.84 per share of our Common Shares on the February 22, 2024 restricted stock grant date.
In addition to the annual grant of long-term incentive awards described above, in fiscal 2024, the Committee issued special long-term incentive grants of restricted stock awards to certain of our named executive officers (other thanin connection with the retention and considerable efforts of certain senior executives relative to our chairman) basedoperation over the last several years during unique and trying circumstances. In connection with these awards, Messrs. Gregory Marcus, Paris, Kissinger and Evans received 192,300, 6,800, 57,100 and 8,500 shares of restricted stock, respectively, valued at $2,853,732, $100,912, $847,364 and $126,140, respectively. These special long-term incentive grants of restricted stock awards vest fully on benchmarking data provided to it by Towers Watson, as well as the recommendationsfourth anniversary of our chief executive officer (other than with respect to himself).

their grant, or upon retirement after the third anniversary of their grant.
    
Name Total Dollar Value
of Long-Term
Incentive Award
(100%)		 Dollar Value/
Shares(1) of Option
Component
(36 – 41%)		 Dollar Value/
Shares(2) of Restricted
Stock Component
(18 – 24%)		 Dollar Value of
Performance
Cash Component
Target Award
(40 – 41%)
Mr. G. Marcus $1,303,600  $536,000 / 40,000  $237,600 / 8,000  $530,000 
Mr. D. Neis $550,990  $221,100 / 16,500  $109,890 / 3,700  $220,000 
Mr. T. Kissinger $566,660  $227,800 / 17,000  $112,860 / 3,800  $226,000 
Mr. R. Rodriguez $741,200  $268,000 / 20,000  $178,200 / 6,000  $295,000 

(1)Based on an estimated fiscal 2017 FASB ASC Topic 718 option value per share of $13.40. Each option granted has an exercise price of $31.20 per share, which is equal to the closing sale price of our Common Shares on the February 28, 2017 stock option grant date.
(2)Based on the closing sale price of $29.70 per share of our Common Shares on the February 22, 2017 restricted stock grant date for Messrs. Greg Marcus, Neis, Kissinger and Rodriguez.

Stock Option Policies

We

Prior to fiscal 2024, we generally followfollowed a practice of granting stock options to all selected and then serving executives once a year on an annual fixed-date basis, with an effective grant date as of the third business day after the public release of our prior fiscal year financial results. We followfollowed this practice so that the exercise price associated with our annual stock option grants is generally then most likely to reflect all then currently publicly available material information about our company. For newly-hired executives or other employees to whom we determine to grant equity-based awards, such grants are effective on the date on which our Committee approves such grants. We only grantgranted options with an exercise price equal to the closing sale price of our Common Shares on the effective date of grant. All options arewere granted with an exercise price equal to 100% of the fair market value (i.e., closing sale price) of our Common Shares on the date of grant. Our optionsOptions granted prior to fiscal 2018 generally vest and become exercisable with respect to 40% of the shares after two years from the grant date, 60% after three years, 80% after four years and 100% after five years, and expire ten years after the grant date.

Options granted since fiscal 2018 generally vest and become exercisable with respect to 50% of the shares after two years from the grant date, 75% after three years and 100% after four years, and expire ten years after the grant date. Beginning in fiscal 2024, we no longer grant stock options to our named executive officers.

We have adopted a policy that prohibits the repricing of stock options, and we have never repriced any options (other than in connection with making equitable adjustments as required under our stock option and equity awards plans in connection with stock splits and our special cash dividend). Similarly, we have never


engaged in any type of so-called stock option “back dating” practices or other similar grant date manipulations of stock options, and we will never do so in the future. While our chief executive officer recommends the recipients of our equity-based awards and the relative level of such awards, we do not delegate grant authority to him or any other members of our management.

management to grant awards to our named executive officers.

We try to maintain our so-called “burn rate” of annual equity grants at around 1%1-2% of our fully-diluted outstanding Common Shares. In fiscal 20162023 and fiscal 20172024 to date, our total annual burn rate was approximately 0.7%1.9% and 1.1%1.3%, respectively, with approximately 0.3%1.3% and 0.4%0.9%, respectively, attributable to stock options, performance stock units and restricted stock granted to our named executive officers.

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Other Benefits

Qualified Retirement Plan

Our 401k Retirement Savings Plan (formerly known as the Pension Plus Plan) is a profit-sharing plan with Code Section 401(k) features and covers all of our eligible employees and eligible employees of our subsidiaries, including our named executive officers, and uses a participating employee’s aggregate direct compensation as the basis for determining the employee and employer contributions that are allocated to the employee’s account. A participating employee may elect to make deposits of up to 60% of his or her annual compensation. ThePrior to 2017, a variety of employer contributions, including employer matching and profit-sharing contributions, were permitted to be made to the 401k Retirement Savings Plan also provides for three types of employer contributions: (1) a basic contribution equal to 1% of a participating employee’s annual compensation; (2) a discretionary matching contribution, which is currently equal to one-fourth of the employee’s pre-tax deposits not exceeding 6% of such annual compensation; and (3) a discretionary profit performance contribution determined by our board of directors each year. For purposes of the profit performance contribution, we and our subsidiaries are divided into at least three profit sharing groups, and the profit performance contribution for the participating employees employed by a particular profit sharing group is dependent on our overall operations meeting profitability targets, our having achieved a positive return on shareholders’ equity and that profit sharing group’s operating performance having been profitable. A participating employee’s share of the annual profit performance contribution, if any, for the employee’s profit sharing group is determined by multiplying the contribution amount by the ratio of the participating employee’s annual compensation to the aggregate annual compensation of all participating employeesPlan. Beginning in that profit sharing group. For 2017, the 401k Retirement Savings Plan will provideprovides only one type of employer contribution: a matching contribution equal to 100% of the first 3% of compensation and 50% of the next 2% of compensation deposited by an employee into the 401k Retirement Savings Plan. The employee’s deposits, the employer pre-2017 basic contributions and the 2017 and later matching contributions allocated to a participating employee’s account are fully vested upon deposit, and the employer pre-2017 matching and profit performance contribution are subject to a graduated vesting schedule resulting in full vesting after six years of service. Each participating employee has the right to direct the investment of the employee’s account in one or more of several available investment funds, including Common Shares. The vested portion of a participating employee’s account balance becomes distributable only after the employee’s termination of employment or upon attainment of age 59½,59 ½, although the employee has the right while employed to borrow a portion of such vested portion or make a withdrawal of the employee’s own deposits for certain hardship reasons that are prescribed by applicable federal law.

Nonqualified Deferred Compensation

Our Deferred Compensation Plan is a nonqualified defined contribution program whereby our eligible employees, including our named executive officers, may voluntarily make irrevocable elections to defer receipt of up to 100% of their annual cash compensation (i.e., salary and/or incentive bonus) on a pre-tax basis. The irrevocable election must be made prior to the start of any calendar year to which it applies and must specify both a benefit payment commencement date and a form of payment (i.e., lump sum or periodic installments). During each quarter of the deferral period, we apply to the deferred amount an earnings credit based on the average prime interest rate of a designated Milwaukee, Wisconsin bank.national bank on the first day of the calendar quarter. The benefits payable under the Deferred Compensation Plan (i.e., the employee’s deferred amount plus his or her earnings credits) will be paid out of our general corporate assets as they become due (i.e., after the employee’s specified commencement date).


Our Retirement Income and Supplemental Retirement Plan, or our “Supplemental Plan,” is available to eligible employees with annual compensation in excess of a specified level ($120,000135,000 and $150,000 for calendar years 20162023 and 2017)2024, respectively), including each of our named executive officers. The Supplemental Plan includes two components. The first component applies to certain participants (called “RIP Participants”) and provides nonqualified pension benefits consistent with those that the Supplemental Plan has historically provided. The second component applies to all other participants (called “SRP Participants”) and provides an account-based supplemental retirement benefit. All benefits payable under the Supplemental Plan are paid out of our general corporate assets as they become due after retirement or other termination.

A RIP Participant is an eligible employee who was a participant in the Supplemental Plan on December 31, 2008, and who met at least one of the following requirements on January 1, 2009: (1) the participant was age 50 or older; (2) the participant had 20 or more years of service; or (3) the participant was a member of the Corporate Executive Committee. AllOther than Mr. Paris and Mr. Evans, all of our named executive officers are RIP Participants.

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A RIP Participant in the Supplemental Plan is entitled to receive annual benefits substantially in accordance with the table set forth below, except that the amounts shown in the table do not reflect the applicable reductions for Social Security benefits and benefits funded by employer contributions that are payable under our other employee benefit plans. For a RIP Participant entitled to the highest level of Social Security benefits who retires at age 65 during calendar year 2016,2023, the reduction in annual Supplemental Plan benefits would equal approximately $30,500.

$39,400.
    
 Estimated Annual Pension Plan Benefits
for Representative Years of Service
Estimated Annual Pension Plan Benefits
for Representative Years of Service		Estimated Annual Pension Plan Benefits
for Representative Years of Service
Final Five-Year
Average Compensation		 15 20 25 30
Final Five-Year
Average Compensation
15202530
$100,000 $25,000  $33,300  $41,667  $50,000 
$
200,000  50,000   66,600   83,334   100,000 
350,000  87,500   116,550   145,834   175,000 
500,000  125,000   166,500   208,335   250,000 
650,000  162,500   216,450   270,835   325,000 
800,000  200,000   266,400   333,333   400,000 
950,000  237,500   316,350   395,836   475,000 

The Supplemental Plan provides annual benefits to RIP Participants (calculated on a straight life annuity basis assuming the benefits commence at age 65) based on a formula that takes into account the employee’s average total compensation for the five highest compensation years within the employee’s last ten compensation years and the employee’s years of service (up to a maximum of 30). In calculating employee compensation for purposes of determining contributions to the Supplemental Plan for RIP Participants, we use a participating employee’s total cash compensation (which, for the named executive officers, is comprised of the salary and bonus amounts listed in the “Summary Compensation Table” below), excluding long-term performance cash amounts. In addition to a reduction equal to 50% of Social Security benefits, the Supplemental Plan reduces its benefits for RIP Participants by the benefits attributable to the employer contributions received by the participating employee under our other employee benefit plans, such as the 401k Retirement Savings Plan and our former qualified pension plans.

A RIP Participant is entitled to benefits under the Supplemental Plan upon normal retirement on or after age 65, early retirement after age 60 with at least five years of service, disability retirement after at least five years of service and other termination of employment after at least five years of service. A graduated vesting schedule, which provides for 50% vesting after five years of service and an additional 10% for each year of service thereafter, applies in the case of termination of employment before completing ten years of service or qualifying for normal, early or disability retirement.

The Supplemental Plan provides that the retirement benefits to which Mr. Stephen Marcus, who is a RIP Participant, is entitled upon his separation from service with us commenced effective January 1, 2009 and we calculate such benefits as if Mr. Stephen H. Marcus had terminated his employment with us on December 31, 2008. As a result, Mr. Stephen H. Marcus receives approximately $300,127 in payments under our Supplemental Plan each fiscal year until his death.

death (slightly higher in a 53-week year).

The SRP Participants in the Supplemental Plan as of December 31, 2008 had their nonqualified supplemental pension benefits converted into an account balance benefit. The opening account balance for each of these individuals equaled the present value of his or her vested accrued supplemental pension benefit calculated under the Supplemental Plan as if such participant terminated employment on December 31, 2008. Each new SRP Participant in the Supplemental Plan will have an account balance benefit with an opening balance of zero.

Each SRP Participant’s account is credited with an allocation as of the last day of each calendar year if (1) the participant is considered a highly compensated employee for such year (for 20162023 and 2017,2024, had annual compensation in excess of $120,000$135,000 and $150,000, respectively, during the prior year), and (2) the participant has been credited with 1,000 hours of service during such year and is employed by us on the last day of such year, or has terminated employment during such year as a result of death, total and permanent disability, or retirement on or after age 65 with five years of service.

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Each SRP Participant’s annual allocation depends on his or her employment status as of the last day of the calendar year. A SRP Participant who is a member of our corporate executive committee (group one), or who is a senior vice president, vice president, senior corporate associate, or hotel general manager or any other individual who is designated as eligible for the SRP (group two), receives an allocation equal to a percentage of such participant’s compensation depending on such participant’s number of points. Points are determined by combining a participant’s age (as of his or her most recent birthday) and years of service as of the last day of a calendar year. The participant’s compensation for this purpose is his or her total direct compensation, excluding long-term performance cash amounts, for periods. Eachthe period. The allocation for each participant in group one or group two is eligible for an allocationshall equal to the percentage of compensation as forth in the following table:

  
Points Group One Percentage of
Compensation		 Group Two Percentage of
Compensation		Points
Group One Percentage of
Compensation
Group Two Percentage of
Compensation
<60
 4% 2.0%<602.0%1.00%
60 – 69 5% 2.5%60 – 692.5%1.25%
70 – 79 6% 3.0%70 – 793.0%1.50%
80+ 7% 3.5%80+3.5%1.75%

Each other SRP Participant receives an allocation equal to 0.5% of his or her compensation, without regard to points. For 2017, in conjunction with the previously described increases in the 401k Retirement Savings Plan matching contribution, the percentage of compensation allocation for Group One and Group Two Participants was cut in half, and the 0.5% of compensation allocation for all other SRP Participants was eliminated.

All accounts are credited quarterly with simple interest at the reference rate declared by J.P. Morgan Chase Bank N.A.

Each SRP Participant is 100% vested in his or her account upon termination of employment due to death total and permanent disability, or retirement on or after age 65 with five years of service.service or upon the occurrence of a total and permanent disability. In all other cases, an SRP Participant is vested in accordance with a graduated vesting schedule which provides for 50% vesting after five years of service and an additional 10% for each year of service thereafter. Each SRP Participant was required prior to December 31, 2008, to irrevocably elect the benefit payment date (or commencement date) and a form of payment for his or her account. Each new SRP Participant is required to make this election within the first 30 days of his or her participation date. Thereafter, every five years (e.g., 2010, 2015, 2020)2020, 2025, 2030), a participant may make a new irrevocable election to apply to the allocations made to his or her account in the subsequent five years. An SRP Participant’s vested account will be paid on the later of his or her separation from service or the age elected by him or her, which must not be earlier than age 60 or later than age 65, or upon a total and permanent disability. An SRP Participant may elect to have his or her vested account paid in a single lump sum payment or installment payments over a number of years selected by the participant (not more than 10). If no election is made, an SRP Participant’s vested account will be paid in the form of a lump sum at the participant’s attainment of age 65, or separation from service, if later.

Executive Long Term Disability Plan

Our Executive Long Term Disability Plan provides supplemental long term disability insurance coverage for certain of our senior employees, including our named executive officers. The long term disability benefits that we provide under our Executive Long Term Disability Plan are in addition to any long term disability


benefits that we provide to our employees generally and are fully insured under one or more individual insurance policies that we issue to each participant in the Executive Long Term Disability Plan. We are the named fiduciary for benefit claims under our Executive Long Term Disability Plan, and we have the right to determine all claims and appeals relating to the benefits that we provide under our Executive Long Term Disability Plan.

Perquisites

While our named executive officers may from time to time use certain of our properties for personal reasons, we generally incur no, or in some cases only nominal, incremental costs associated with such usage. We encourage our executive officers to personally use our properties because we believe that it is very important for our executives to be intimately familiar with our properties, our service and product offerings, and our markets. We believe that such personal hands-on experiences help us to enhance our customer services and be better positioned to understand, manage and operate our businesses. We otherwise provide only nominal perquisites to our named executive officers. No perquisites that we provided in fiscal 20162023 to any named executive officer, individually or in the aggregate, had an incremental cost to us of in excess of $10,000.

Executive Stock Ownership

and Anti-Hedging Policy

We have not adopted any executive or director stock ownership guidelines, although, as of the Record Date, the Marcus family beneficially owned approximately 31.2%25.4% of our outstanding shares and comprised the largest shareholder group in our company. Our other currently-active named executives each beneficially own significant amounts of our Common Shares through direct stock ownership, restricted stock awards and stock option grants.grants and performance stock
25

units. As of the Record Date, Messrs. Neis,Paris, Kissinger, Gramz and RodriguezEvans beneficially owned 168,411, 145,55854,529, 424,050, 56,194 and 20,970131,684 shares, respectively. As a result, we believe that our senior management team’s financial interests are significantly and directly related toaligned with the economic interests of our shareholders without the necessity of imposing arbitrary stock ownership guidelines. We have adopted a policy prohibiting our directors, executive officers and substantial shareholders from trading in puts, calls and other derivative securities relating to our Common Shares. Our policy also prohibits our directors, executive officers and substantial shareholders from engaging in hedging or pledging transactions relating to our Common Shares. We believe that hedging against losses in our Common Shares breaks the alignment between our shareholders and our executives that the equity grants described in this CD&A are intended to build.

Impact of Tax, Accounting and Dilution Considerations

Prior to fiscal 2012, as a result of our executives’ compensation levels at the time, we did not take any action to qualify bonuses earned under our annual incentive bonus plan or restricted stock awards to comply with the regulations under

Section 162(m) of the Code relatinglimits our tax deduction for compensation paid to thecertain covered employees, generally including our named executive officers, to $1 million cap on executive compensation deductibility. We believed that stock options granted under our various stock option plans would qualify for tax deductibility under Section 162(m). At our 2011 annual meeting of shareholders, our shareholders approved an amendment and restatement of our 2004 Equity and Incentive Awards Plan (the “Plan”) to, among other things, make compensation awarded under the Plan eligible to qualify as “performance-based compensation” for purposes of Section 162(m), which qualification preserves the tax deductibility of such compensation in excess of the $1 million cap. The amendment and restatement also authorized the grant of cash-based incentive awards under the Plan to enable us to establish our future incentive award programs (annual and long-term) under the Plan and qualify the programs as performance-based compensation for purposes of Section 162(m) of the Code. We are asking our shareholders to re-approve the material terms of the performance goals at the Annual Meeting in order to preserve the tax deductibility of such compensation. Please see “Proposal 5 — Approval of the Material Terms of the Performance Goals Under Our Amended and Restated 2004 Equity Incentive Plan” below. Notwithstanding our intentions to qualify compensation payments for tax deductibility under Section 162(m), however, because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, no assurance can be given that compensation intended to satisfy the requirements for deductibility under Section 162(m) will so qualify. In addition,per year per covered employee. However, our Compensation Committee reserves the right to provide compensation that doesis not qualify as performance based compensationfully tax-deductible under Section 162(m) to the extent it believes such compensation is necessary to continue to provide competitive arrangements intended to attract and retain, and provide appropriate incentives to, qualified officers and other key employees.


In addition to Section 162(m) deductibility considerations, our Compensation Committee carefully considers the accounting and financial reporting expenses associated with our grants of equity-based awards. We also consider the relative level of potential dilution to our shareholders resulting from such grants. As a result, we attempt to maintain an annual equity-based grant burn rate level of approximately 1%1-2% of our fully-diluted outstanding Common Shares.

26

Summary Compensation Table

Set forth below is information regarding the compensation earned by, paid or awarded to Stephen H. Marcus, our former chairman of the board, Gregory S. Marcus, our president and chief executive officer Douglas A. Neis,and chairman of the board, Chad M. Paris, our chief financial officer and treasurer, Thomas F. Kissinger, our senior executive vice president, general counsel and secretary, and Rolando B. Rodriguez,Mark A. Gramz, our executive vice president and chairman, president and chief executive officer of Marcus Theatres Corporation and Michael R. Evans, our president of Marcus Hotels & Resorts, during fiscal 2016, the Transition Period,2023, fiscal 20152022 and fiscal 2014.2021. Messrs. Stephen Marcus, GregGregory Marcus, Neis,Paris, Kissinger, Gramz and RodriguezEvans comprised our named executive officers for fiscal 2016.

2023.

The following table sets forth for our named executive officers the following information for each relevant fiscal year: (1) the dollar amount of base salary earned; (2) the grant date fair value of all long-term equity-based awards held by each named executive officer; (3) the dollar amount of cash bonuses earned under our incentive bonus plan; (4) the change in pension value and the dollar amount of above-market earnings on nonqualified deferred compensation; (5) the dollar amount of all other compensation; and (6) the dollar value of total compensation.

         
Name and Current Principal Position Fiscal
Year		 Salary Bonus Restricted
Stock
Awards(1)		 Option
Awards(2)		 Non-Equity
Incentive Plan
Compensation(3)		 Change in
Pension Value
and
Non-Qualified
Deferred
Compensation
Earnings(4)		 All Other
Compensation(5)(6)		 Total
Stephen H. Marcus
Chairman of the Board		  2016  $458,861  $—  $—  $—  $232,579  $(58,017)  $300,127  $933,550 
  TP   257,077   —   —   —   116,201   (175,839)   219,219   416,658 
  2015   418,385   —   —   —   142,010   40,000   372,201   972,596 
  2014   398,846   —   —   —   134,552   142,000   364,649   1,040,047 
Gregory S. Marcus
President and CEO		  2016  $676,112  $—  $116,928  $223,440  $1,069,122  $445,306  $22,062  $2,552,970 
  TP   380,269   —   185,721   385,434   416,961   202,203   10,460   1,581,048 
  2015   622,173   —   78,206   386,595   493,370   375,000   20,698   1,976,042 
  2014   587,692   —   59,202   310,500   617,494   424,000   20,188   2,019,076 
Douglas A. Neis
CFO and Treasurer		  2016  $398,231  $20,000  $45,472  $87,416  $295,613  $162,000  $14,998  $1,023,730 
  TP   223,308   —   73,889   152,076   108,477   119,000   7,474   684,224 
  2015   368,384   30,000   65,654   128,084   137,935   157,000   17,414   904,471 
  2014   349,231   20,000   21,879   113,400   186,150   319,000   16,609   1,026,269 
Thomas F. Kissinger
Senior Executive Vice President, General Counsel and Secretary		  2016  $439,054  $20,000  $50,112  $96,432  $306,568  $176,147  $15,118  $1,103,431 
  TP   246,385   —   81,877   168,682   112,054   240,618   7,452   857,068 
  2015   408,385   50,000   71,447   139,799   143,935   176,000   17,039   1,006,605 
  2014   388,269   135,000   23,166   122,850   192,150   212,000   16,021   1,089,456 
Rolando B. Rodriguez
Executive Vice President, Chairman, President and CEO of Marcus Theatres Corporation		  2016  $510,288  $40,000  $73,312  $98,000  $757,453  $109,711  $23,044  $1,611,808 
  TP   286,346   —   117,823   174,800   291,458   130,142   11,808   1,012,377 
  2015   472,981   —   101,378   140,580   409,535   78,000   15,922   1,218,396 
  2014   379,039   —   195,600   54,000   206,917   —   561   836,117 

(1)Reflects the grant date fair value of the restricted stock awarded as determined using the closing sale price of our Common Shares on such date. The amount was computed in accordance with FASB ASC Topic 718.
(2)Reflects the grant date fair value of the options awarded as determined using the closing sale price of our Common Shares on such date. The amount was computed in accordance with FASB ASC Topic 718. The assumptions made in the valuations are discussed in Footnote7 to our fiscal 2016 financial statements.
(3)Reflects cash bonuses earned under our incentive bonus plan in connection with our achievement of the specific performance targets described above in the CD&A under “Cash Bonuses.” Fiscal 2014 and fiscal 2016 amounts also reflect cash awards earned under the performance cash component of our long-term incentive plan in


Name and Current
Principal Position		Fiscal
Year		SalaryBonus
Restricted
Stock
Awards(1)
Option
Awards(2)
Non-Equity
Incentive Plan
Compensation(3)
Change in
Pension Value
and
Non-Qualified
Deferred
Compensation
Earnings(4)
All Other
Compensation(5)(6)
Total
Stephen H. Marcus
Former Chairman of the Board(7)
2023$567,308 $— $— $— $132,753 $219,820 $300,745 $1,220,626 
2022623,842 — — — 149,842 — 300,745 1,074,429 
2021603,850 145,151 — — — — 300,745 1,049,746 
Gregory S. Marcus
Chairman of the Board, President and CEO
2023$950,000 $— $674,356 $1,364,616 $1,101,524 $658,888 $35,211 $4,784,595 
2022942,360 — 601,965 1,179,520 770,430 6,414 18,605 3,519,294 
2021874,555 487,905 905,466 1,320,826 229,425 5,490 10,480 3,834,147 
Chad M. Paris
CFO and Treasurer
2023$410,114 $— $116,654 $236,808 $154,766 $12,920 $18,632 $949,894 
2022342,269 — 91,260 178,480 110,155 — 760 722,924 
202151,827 12,891 — 82,300 — — 18 147,036 
Thomas F. Kissinger
Senior Executive Vice President, General Counsel and Secretary
2023$565,662 $— $222,122 $448,272 $336,249 $370,261 $30,351 $1,972,917 
2022541,433 — 196,560 388,000 281,269 15,003 24,153 1,446,418 
2021509,360 156,045 290,619 453,102 98,900 11,813 21,146 1,540,985 
Mark A. Gramz(8)
President of Marcus Theatres Corporation
2023$441,308 $— $107,066 $217,800 $210,593 $47,580 $20,099 $1,044,446 
2022321,654 — — 29,260 90,000 — 17,363 458,277 
2021259,823 37,726 — 40,404 — — 17,879 355,832 
Michael R. Evans
President of Marcus Hotels & Resorts
2023$468,346 $— $137,428 $277,200 $236,491 $24,660 $22,678 $1,166,803 
2022445,193 — 121,095 250,800 507,853 13,000 18,764 1,356,705 
2021410,562 212,500 96,873 221,260 — — 15,450 956,645 

connection with our achievement of the specific performance targets described above in the CD&A under “Long-Term Incentive Awards.”
(4)The numbers in this column reflect the sum of (a) the aggregate change in the actuarial present value of accumulated benefits under our Supplemental Plan from the plan measurement date used for financial statement reporting purposes with respect to the applicable fiscal year to the plan measurement date used for financial statement reporting purposes with respect to the applicable fiscal year, and (b) above-market earnings in our Deferred Compensation Plan. The change in present value of accumulated benefits under our Supplemental Plan during fiscal 2016 was due to changes in pay levels, a decrease in the assumed discount rate used to calculate the actuarial present value and a change in mortality tables (resulting in shorter life expectancies).
(5)$46,069, $68,836 and $61,499 of the figures in this column for Mr. Stephen Marcus represents imputed income on split-dollar life insurance premiums paid by us for the Transition Period, fiscal 2015 and fiscal 2014, respectively. $300,127, $173,150, $300,127 and $300,127 of the amount in this column for Mr. Stephen Marcus represents payments received under our Supplemental Plan in fiscal 2016, the Transition Period, fiscal 2015 and fiscal 2014, respectively.
(6)We paid $8,524, $7,667, $7,180, and $10,514 in premiums in fiscal 2016 under our Executive Long Term Disability Plan on behalf of Messrs. Greg Marcus, Neis, Kissinger and Rodriguez, respectively.


(1)Reflects the grant date fair value of the restricted stock awarded as determined using the closing sale price of our Common Shares on such date. The amount was computed in accordance with FASB ASC Topic 718.
(2)Reflects the grant date fair value of the options awarded as determined using the closing sale price of our Common Shares on such date. The amount was computed in accordance with FASB ASC Topic 718. The assumptions made in the valuations are discussed in Footnote 8 to our fiscal 2023 financial statements.
(3)Reflects cash bonuses earned in fiscal 2022 and 2023 under our incentive bonus plan in connection with our achievement of the specific performance targets described above in the CD&A under “Cash Bonuses.” There were no cash bonuses earned under our incentive bonus plan in fiscal 2021. Amounts also reflect cash awards earned under the performance cash component of our long-term incentive plan in connection with our achievement of the specific performance targets described above in the CD&A under “Long-Term Incentive Awards.”
(4)The numbers in this column reflect the sum of (a) the aggregate change in the actuarial present value of accumulated benefits under our Supplemental Plan from the plan measurement date used for financial statement reporting purposes with respect to the applicable fiscal year to the plan measurement date used for financial statement reporting purposes with respect to the applicable fiscal year, and (b) above-market earnings in our Deferred Compensation Plan. The change in the present value of accumulated benefits under our Supplemental Plan during fiscal 2023 was due to
27

changes in pay levels and a decrease in the assumed discount rate used to calculate the actuarial present value. The change in the present value of Mr. S. Marcus’, Mr. G. Marcus’, Mr. Kissinger’s and Mr. Gramz’s benefits under the Supplemental Plan for fiscal 2022 were negative numbers ($268,000, $1,674,000, $316,000 and $154,000, respectively), due primarily to an increase in the assumed discount rate used to calculate the actuarial present value. The change in the present value of Mr. S. Marcus’, Mr. G. Marcus’, Mr. Kissinger’s and Mr. Gramz’s benefits under the Supplemental Plan for fiscal 2021 were negative numbers ($313,000, $263,000, $74,000 and $306,000, respectively), due primarily to an increase in the assumed discount rate used to calculate the actuarial present value. Consistent with the SEC’s disclosure requirements, we treated these numbers as zero for the purposes of this table.
(5)$300,127 of the amount in this column for Mr. Stephen Marcus represents payments received under our Supplemental Plan in each of fiscal 2023, fiscal 2022 and fiscal 2021.
(6)We paid $9,448, $3,192, $8,162, $4,569 and $5,298 in fiscal 2023 in premiums under our Executive Long Term Disability Plan on behalf of Messrs. Gregory Marcus, Paris, Kissinger, Gramz and Evans, respectively. We paid $9,448, $8,162, $4,886 and $5,298 in fiscal 2022 in premiums under our Executive Long Term Disability Plan on behalf of Messrs. Gregory Marcus, Kissinger, Gramz and Evans, respectively. We paid $9,448, $8,162, $5,045 and $5,298 in fiscal 2021 in premiums under our Executive Long Term Disability Plan on behalf of Messrs. Gregory Marcus, Kissinger, Gramz and Evans, respectively.
(7)Mr. Stephen Marcus retired from his position as chairman of our board of directors May 23, 2023.
(8)Mr. Gramz was promoted to president of Marcus Theatres on October 1, 2022.

28

Grants of Plan-Based Awards

We maintain our 1995 Equity Incentive Plan, 2004 Equity and Incentive Awards Plan and our Long Term Incentive Plan, pursuant to which grants of restricted stock, restricted stock units, stock options, performance stock awards, performance stock units and performance cash awards may be made to our named executive officers (other than Mr. Stephen Marcus, who is not eligible to receive any equity-based awards under our equity plans), as well as other employees. The following table sets forth information regarding all such incentive plan awards that were granted to our named executive officers in fiscal 2016.2023. The amounts set forth below should not be added to amounts set forth in the Summary Compensation Table.

           
Name Grant
Date(1)		   
  
  
Estimated Future Payouts Under
Non-Equity Incentive
Plan Awards(2)		   
  
Estimated Future Payouts
Under Equity Incentive
Plan Awards		 All Other
Stock
Awards:
No. of
Shares of
Stock or
Units		 All Other
Option
Awards:
No. of
Securities
Underlying
Options		 Exercise
or Base
Price of
Option
Awards		 Grant
Date Fair
Value of
Stock and
Option
Awards(3)
 Threshold Target Maximum Threshold Target Maximum
Mr. S. Marcus  N/A   —   —   —   —   —   —   —   —   —   — 
       0  $131,714  $320,285   —   —   —   —   —   —   — 
Mr. G. Marcus  02/15/16   —   —   —   —   —   —   6,300   —   —  $116,928 
  03/01/16   —   —   —   —   —   —   —   28,500  $18.68   223,440 
       0   843,631   1,797,414   —   —   —   —   —   —   — 
Mr. Neis  02/15/16   —   —   —   —   —   —   2,450   —   —   45,472 
  03/01/16   —   —   —   —   —   —   —   11,150  $18.68   87,416 
       0   286,714   520,285   —   —   —   —   —   —   — 
Mr. Kissinger  02/15/16   —   —   —   —   —   —   2,700   —   —   50,112 
  03/01/16   —   —   —   —   —   —   —   12,300  $18.68   96,432 
       0   308,864   550,435   —   —   —   —   —   —   — 
Mr. Rodriguez  02/15/16   —   —   —   —   —   —   3,950   —   —   73,312 
  03/01/16   —   —   —   —   —   —   —   12,500  $18.68   98,000 
       0   397,283   818,556   —   —   —   —   —   —   — 

(1)Our equity award granting practices are described above in the CD&A.
(2)Reflects potential payouts under our annual incentive bonus plan and our performance cash component of our long-term incentive plan. For fiscal 2016, maximum awards were limited to approximately 215 – 270% of the named executive officer’s target award under our incentive bonus plan and 150% of the target award under the performance cash component of our long-term incentive plan.
(3)The full grant date fair value of each equity award calculated in accordance with FASB ASC Topic 718.

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(2)
Estimated Future Payouts
Under Equity Incentive
Plan Awards		All Other
Stock
Awards:
No. of
Shares of
Stock or
Units		All Other
Option
Awards:
No. of
Securities
Underlying
Options		Exercise
or Base
Price of
Option
Awards
Grant Date
Fair Value
of Stock
and Option
Awards(3)
Name
Grant
Date(1)
ThresholdTargetMaximumThresholdTargetMaximum
Mr. S. MarcusN/A— — — — — — — — — — 
0 $138,429 $442,973 — — — — — — — 
Mr. G. Marcus03/01/23— — — — — — 42,200 — — $674,356 
03/07/23— — — — — — — 172,300 $15.99 1,364,616 
0 2,087,124 4,104,297 — — — — — — — 
Mr. Paris03/01/23— — — — — — 7,300 — — 116,654 
03/07/23— — — — — — — 29,900 15.99 236,808 
0 389,716 717,177 — — — — — — — 
Mr. Kissinger03/01/23— — — — — — 13,900 — — 222,122 
03/07/23— — — — — — — 56,600 15.99 448,272 
0 658,714 1,176,885 — — — — — — — 
Mr. Gramz03/01/23— — — — — — 6,700 — — 107,066 
03/07/23— — — — — — — 27,500 15.99 217,800 
0 437,128 889,860 — — — — — — — 
Mr. Evans03/01/23— — — — — — 8,600 — — 137,428 
03/07/23— — — — — — — 35,000 15.99 277,200 
0 506,557 1,006,057 — — — — — — — 
_____________________

(1)Our equity award granting practices are described above in the CD&A.

(2)Reflects potential payouts under our annual incentive bonus plan and the performance cash component of our long-term incentive plan. For fiscal 2023, maximum awards were limited to approximately 234% – 320% of the named executive officer’s target award under our incentive bonus plan and 150% of the named executive officer’s target award under the performance cash component of our long-term incentive plan.
(3)The full grant date fair value of each equity award calculated in accordance with FASB ASC Topic 718.
The portion of the above amounts of non-equity incentive plan (i.e.,cash bonus) awards under our incentive plan were determined pursuant to our achievement in fiscal 2016 of the specific performance targets described above in the CD&A. The portion of the above amounts of non-equity incentive plan (i.e., long-term performance cash) awards under our long-term incentive plan werewill be determined pursuant to our achievement in fiscal 20212027 of the specific five-year performance targets for Messrs. GregGregory Marcus, Neis, Kissinger and Rodriguez,Evans, will be determined pursuant to our achievement in fiscal 2026 of the specific four-year performance targets for Mr. Paris and will be determined pursuant to our achievement in fiscal 2025 of the specific three-year performance targets for Mr. Gramz, in each case, as described above in the CD&A. The number of our Common Shares subject to stock options and restricted stock awards granted to our named executive officers were also determined as described above in the CD&A.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information on outstanding stock option and restricted stock awards held by our named executive officers at the end of fiscal 20162023 on December 29, 2016,28, 2023, including the number of Common Shares underlying both exercisable and unexercisable portions of each stock option, as well as the exercise price and expiration date of each outstanding option.

         
 Option Awards Restricted Stock Awards 
Name No. of
Common
Shares
Underlying
Unexercised
Options
(#Exercisable)		 No. of
Common
Shares
Underlying
Unexercised
Options
(#Unexercisable)		 Equity
Incentive
Plan
Awards:
No. of
Common
Shares
Underlying
Unexercised
Unearned
Options		 Option
Exercise
Price		 Option
Expiration
Date		 No. of
Common
Shares
That Have
Not Vested		 Market
Value of
Common
Shares
That Have
Not
Vested(1)		 Equity
Incentive
Plan
Awards:
No. of
Unearned
Common
Shares
That Have
Not Vested		 Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares That
Have Not
Vested
Mr. S. Marcus  N/A   —   —   —   —   —   —   —   — 
Mr. G. Marcus  15,000   —   —  $20.40   08/02/2017   —   —   —   — 
    100,000   —   —   15.59   07/29/2018   —   —   —   — 
    55,000   —   —   13.34   07/28/2019   —   —   —   — 
    60,000   —   —   11.89   07/27/2020   —   —   —   — 
    60,000   —   —   10.00   07/26/2021   —   —   —   — 
    41,600   10,400(2)   —   13.12   07/31/2022   —   —   —   — 
    34,500   23,000(3)   —   13.04   07/30/2023   —   —   —   — 
    19,800   29,700(4)   —   18.34   07/29/2024   —   —   —   — 
    —   44,100(5)   —   20.26   07/28/2025   —   —   —   — 
    —   28,500(6)   —   18.68   03/01/2026   —   —   —   — 
    —   —   —   —   —   1,875(7)  $59,156   —   — 
    —   —   —   —   —   788(8)   24,861   —   — 
    —   —   —   —   —   788(8)   24,861   —   — 
    —   —   —   —   —   2,225(9)   70,199   —   — 
    —   —   —   —   —   2,300(10)   72,565   —   — 
    —   —   —   —   —   4,050(11)   127,778   —   — 
    —   —   —   —   —   9,300(12)   293,415   —   — 
    —   —   —   —   —   6,300(13)   198,765   —   — 
Mr. Neis  9,969   —   —   20.40   08/02/2017   —   —   —   — 
    13,512   —   —   15.59   07/29/2018   —   —   —   — 
    13,179   —   —   13.34   07/28/2019   —   —   —   — 
    22,500   —   —   11.89   07/27/2020   —   —   —   — 
    22,500   —   —   10.00   07/26/2021   —   —   —   — 
    15,600   3,900(14)   —   13.12   07/31/2022   —   —   —   — 
    12,600   8,400(15)   —   13.04   07/30/2023   —   —   —   — 
    6,560   9,840(16)   —   18.34   07/29/2024   —   —   —   — 
    —   17,400(17)   —   20.26   07/28/2025   —   —   —   — 
    —   11,150(18)   —   18.68   03/01/2026   —   —   —   — 
    —   —   —   —   —   1,250(19)   39,438   —   — 
    —   —   —   —   —   313(20)   9,875   —   — 
    —   —   —   —   —   313(20)   9,875   —   — 
    —   —   —   —   —   825(21)   26,029   —   — 
    —   —   —   —   —   850(22)   26,818   —   — 
    —   —   —   —   —   3,400(23)   107,270   —   — 
    —   —   —   —   —   3,700(24)   116,735   —   — 
    —   —   —   —   —   2,450(25)   77,298   —   — 

29


Option AwardsRestricted Stock Awards
NameNo. of
Common
Shares
Underlying
Unexercised
Options
(#Exercisable)		No. of
Common
Shares
Underlying
Unexercised
Options
(#Unexercisable)		Equity
Incentive
Plan
Awards:
No. of
Common
Shares
Underlying
Unexercised
Unearned
Options		Option
Exercise
Price		Option
Expiration
Date		No. of
Common
Shares
That Have
Not Vested
Market
Value of
Common
Shares
That Have
Not Vested(1)
Equity
Incentive
Plan
Awards:
No. of
Unearned
Common Shares
That Have
Not Vested		Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares
That Have
Not Vested
Mr. S. MarcusN/A— — — ——— — — 
Mr. G. Marcus49,500 — — 18.34 07/29/2024—— — — 
44,100 — — 20.26 07/28/2025—— — — 
28,500 — — 18.68 03/01/2026—— — — 
40,000 — — 31.20 02/28/2027—— — — 
75,000 — — 27.00 02/27/2028—— — — 
70,200 — — 41.90 02/26/2029—— — — 
90,750 30,250 (2)— 28.88 02/25/2030—— — — 
60,000 20,000 (3)— 12.71 05/08/2030—— — — 
68,650 68,650 (4)— 21.84 03/09/2031—— — — 
— 152,000 (5)— 17.04 03/08/2032————
— 172,300 (6)— 15.99 03/07/2033————
— — — — —1,875(7)27,544 — — 
— — — — —788(8)11,576 — — 
— — — — —788(8)11,576 — — 
— — — — —8,500 (9)124,865 — — 
— — — — —14,600 (10)214,474 — — 
— — — — —34,300 (11)503,867 — — 
— — — — —42,200 (12)619,918 — — 
Mr. Paris5,000 5,000 (13)— 18.68 10/18/2031— — — — 
— 23,000 (14)— 17.04 03/08/2032— — — — 
— 29,900 (15)15.99 03/07/2033— — — — 
— — — — —5,200(16)76,388 — — 
7,300(17)107,237 — — 
Mr. Kissinger15,683 — — 18.34 07/29/2024— — — — 
19,300 — — 20.26 07/28/2025— — — — 
12,300 — — 18.68 03/01/2026— — — — 
17,000 — — 31.20 02/28/2027— — — — 
24,400 — — 27.00 02/27/2028— — — — 
23,400 — — 41.90 02/26/2029— — — — 
29,250 9,750 (18)— 28.88 02/25/2030— — — — 
15,000 5,000 (19)— 12.71 05/08/2030——— — 
23,550 23,550 (20)— 21.84 03/09/2031——— — 
— 50,000 (21)— 17.04 03/08/2032—— — — 
— 56,600 (22)— 15.99 03/07/2023
— — — — —1,250(23)18,363 — — 
— — — — —464(24)6,816 — — 
— — — — —464(24)6,816 — — 
— — — — —2,750(25)40,398 — — 
— — — — —5,000(26)73,450 — — 
30

         
 Option Awards Restricted Stock Awards 
Name No. of
Common
Shares
Underlying
Unexercised
Options
(#Exercisable)		 No. of
Common
Shares
Underlying
Unexercised
Options
(#Unexercisable)		 Equity
Incentive
Plan
Awards:
No. of
Common
Shares
Underlying
Unexercised
Unearned
Options		 Option
Exercise
Price		 Option
Expiration
Date		 No. of
Common
Shares
That Have
Not Vested		 Market
Value of
Common
Shares
That Have
Not
Vested(1)		 Equity
Incentive
Plan
Awards:
No. of
Unearned
Common
Shares
That Have
Not Vested		 Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares That
Have Not
Vested
Mr. Kissinger  9,969   —   —   20.40   08/02/2017   —   —   —   — 
  13,512   —   —   15.59   07/29/2018   —   —   —   — 
    13,179   —   —   13.34   07/28/2019   —   —   —   — 
    14,077   —   —   11.89   07/27/2020   —   —   —   — 
    5,351   —   —   10.00   07/26/2021   —   —   —   — 
    17,600   4,400(26)   —   13.12   07/31/2022   —   —   —   — 
    13,650   9,100(27)   —   13.04   07/30/2023   —   —   —   — 
    7,160   10,740(28)   —   18.34   07/29/2024   —   —   —   — 
    —   19,300(29)   —   20.26   07/28/2025   —   —   —   — 
    —   12,300(30)   —   18.68   03/01/2026   —   —   —   — 
    —   —   —   —   —   1,250(19)   39,438   —   — 
    —   —   —   —   —   463(31)   14,608   —   — 
    —   —   —   —   —   463(31)   14,608   —   — 
    —   —   —   —   —   825(21)   26,029   —   — 
    —   —   —   —   —   900(32)   28,395   —   — 
    —   —   —   —   —   3,700(33)   116,735   —   — 
    —   —   —   —   —   4,100(34)   129,355   —   — 
  —   —   —   —   —   2,700(35)   85,185   —   — 
Mr. Rodriguez  —   4,000(36)   —   13.04   07/30/2023   —   —   —   — 
    7,200   10,800(37)   —   18.34   07/29/2024   —   —   —   — 
    —   20,000(38)   —   20.26   07/28/2025   —   —   —   — 
    —   12,500(39)   —   18.68   03/01/2026   —   —   —   — 
    —   —   —   —   —   7,500(40)   236,625   —   — 
    —   —   —   —   —   5,250(41)   165,638   —   — 
    —   —   —   —   —   5,900(42)   186,145   —   — 
    —   —   —   —   —   3,950(43)   124,623   —   — 

(1)Reflects the amount calculated by multiplying the number of unvested restricted shares by the closing price of our Common Stock as of December 29, 2016 of $31.55.
(2)10,400 options will vest on July 31, 2017.
(3)11,500 options will vest on each of July 30, 2017 and July 30, 2018.
(4)9,900 options will vest on each of July 29, 2017, July 29, 2018 and July 29, 2019.
(5)17,640 options will vest on July 28, 2017, and 8,820 options will vest on each of July 28, 2018, July 28, 2019 and July 28, 2020.
(6)11,400 options will vest on March 1, 2018, and 5,700 options will vest on each of March 1, 2019, February 29, 2020 and March 1, 2021.
(7)1,875 shares of restricted stock will vest upon retirement, permanent disability or death.
(8)788 shares of restricted stock will vest upon retirement, permanent disability or death.
(9)2,225 shares of restricted stock will vest on July 18, 2017.
(10)2,300 shares of restricted stock will vest on July 18, 2018.
(11)2,025 shares of restricted stock will vest on each of July 23, 2017 and July 23, 2019.
(12)4,650 shares of restricted stock will vest on each of July 21, 2018 and July 21, 2020.
(13)3,150 shares of restricted stock will vest on each of February 15, 2019 and February 15, 2021.
(14)3,900 options will vest on July 31, 2017.
(15)4,200 options will vest on each of July 30, 2017 and July 30, 2018.
(16)3,280 options will vest on each of July 29, 2017, July 29, 2018 and July 29, 2019.
(17)6,960 options will vest on July 28, 2017, and 3,480 options will vest on each of July 28, 2018, July 28, 2019 and July 28, 2020.
(18)4,460 options will vest on March 1, 2018, and 2,230 options will vest on each of March 1, 2019, February 29, 2020 and March 1, 2021.
Option AwardsRestricted Stock Awards
NameNo. of
Common
Shares
Underlying
Unexercised
Options
(#Exercisable)		No. of
Common
Shares
Underlying
Unexercised
Options
(#Unexercisable)		Equity
Incentive
Plan
Awards:
No. of
Common
Shares
Underlying
Unexercised
Unearned
Options		Option
Exercise
Price		Option
Expiration
Date		No. of
Common
Shares
That Have
Not Vested
Market
Value of
Common
Shares
That Have
Not Vested(1)
Equity
Incentive
Plan
Awards:
No. of
Unearned
Common Shares
That Have
Not Vested		Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares
That Have
Not Vested
— — — — —11,200(27)164,528 — — 
— — — — —13,900(28)204,191 — — 
Mr. Gramz

700 — — 18.34 07/29/2024— — — — 
3,500 — — 20.26 07/28/2025— — — — 
2,040 — — 18.68 03/01/2026— — — — 
3,500 — — 31.20 02/28/2027— — — — 
3,500 — — 27.00 02/27/2028— — — — 
3,500 — — 41.90 02/26/2029— — — — 
2,625 875 (29)— 28.88 02/25/2030— — — — 
1,312 438 (30)— 12.71 05/08/2030— — — — 
2,100 2,100 (31)— 21.84 03/09/2031— — — — 
— 3,500 (32)— 17.04 03/08/2032— — — — 
— 27,500 (33)— 15.99 3/07/2033— — — — 
6,700(34)98,423 — — 
Mr. Evans24,379 8,127 (35)— 31.11 01/08/2030—— — — 
5,338 1,779 (36)— 28.88 02/25/2030—— — — 
15,000 5,000 (37)— 12.71 05/08/2030—— — — 
11,500 11,500 (38)— 21.84 03/09/2031—— — — 
— 30,000 (39)— 17.04 03/08/2032—— — — 
— 35,000 (40)— 15.99 03/07/2033—— — — 
— — — — —1,334(41)19,596 — — 
— — — — —2,450(42)35,991 — — 
— — — — —6,900(43)101,361 — — 
— — — — —8,600(44)126,334 — — 

(1)Reflects the amount calculated by multiplying the number of unvested restricted shares by the closing price of our Common Stock as of December 28, 2023 of $14.69.
(2)30,250 options will vest on February 25, 2024.

(19)1,250 shares of restricted stock will vest upon retirement, permanent disability or death.
(20)313 shares of restricted stock will vest upon retirement, permanent disability or death.
(21)825 shares of restricted stock will vest on July 18, 2017.
(22)850 shares of restricted stock will vest on July 18, 2018.
(23)1,700 shares of restricted stock will vest on each of July 23, 2017 and July 23, 2019.
(24)1,850 shares of restricted stock will vest on each of July 21, 2018 and July 21, 2020.
(25)1,225 shares of restricted stock will vest on each of February 15, 2019 and February 15, 2021.
(26)4,400 options will vest on July 31, 2017.
(27)4,550 options will vest on each of July 30, 2017 and July 30, 2018.
(28)3,580 options will vest on each of July 29, 2017, July 29, 2018 and July 29, 2019.
(29)7,720 options will vest on July 28, 2017, and 3,860 options will vest on each of July 28, 2018, July 28, 2019 and July 28, 2020.
(30)4,920 options will vest on March 1, 2018, and 2,460 options will vest on each of March 1, 2019, February 29, 2020 and March 1, 2021.
(31)463 shares of restricted stock will vest upon retirement, permanent disability or death.
(32)900 shares of restricted stock will vest on July 18, 2018.
(33)1,850 shares of restricted stock will vest on each of July 23, 2017 and July 23, 2019.
(34)2,050 shares of restricted stock will vest on each of July 21, 2018 and July 21, 2020.
(35)1,350 shares of restricted stock will vest on each of February 15, 2019 and February 15, 2021.
(36)2,000 options will vest on each of July 30, 2017 and July 30, 2018.
(37)3,600 options will vest on each of July 29, 2017, July 29, 2018 and July 29, 2019.
(38)8,000 options will vest on July 28, 2017 and 4,000 options will vest on each of July 28, 2018, July 28, 2019 and July 28, 2020.
(39)5,000 options will vest on March 1, 2018, and 2,500 options will vest on each of March 1, 2019, February 29, 2020 and March 1, 2021.
(40)7,500 shares of restricted stock will vest on July 30, 2018.
(41)2,625 shares of restricted stock will vest on each of July 23, 2017 and July 23, 2019.
(42)2,950 shares of restricted stock will vest on each of July 21, 2018 and July 21, 2020.
(43)1,975 shares of restricted stock will vest on each of February 15, 2019 and February 15, 2021.
(3)20,000 options will vest on May 8, 2024.

(4)34,325 options will vest on each of March 9, 2024 and March 9, 2025.
(5)76,000 options will vest on March 8, 2024 and 38,000 options will vest on each March 8, 2025 and March 8, 2026.

(6)86,150 options will vest on March 7, 2025 and 43,075 options will vest on each March 7, 2026 and March 7, 2027.

(7)1,875 shares of restricted stock will vest upon retirement, permanent disability or death.
(8)788 shares of restricted stock will vest upon retirement, permanent disability or death.
(9)8,500 shares of restricted stock will vest on February 19, 2024.
(10)14,600 shares of restricted stock will vest on February 25, 2025.
(11)17,150 shares of restricted stock will vest on each February 23, 2024 and February 23, 2026.
(12)21,100 shares of restricted stock will vest on each March 1, 2025 and March 1, 2027.
(13)2,500 options will vest on each October 18, 2024 and October 18, 2025.
(14)11,500 options will vest on March 8, 2024 and 5,750 options will vest on each March 8, 2025 and March 8, 2026.
(15)14,950 options will vest on March 7, 2025 and 7,475 options will vest on each March 7, 2026 and March 7, 2027.
(16)2,600 shares of restricted stock will vest on each of February 23, 2024 and February 23, 2026.
(17)3,650 shares of restricted stock will vest on each of March 1, 2025 and March 1, 2027.
(18)9,750 options will vest on February 25, 2024.
(19)5,000 options will vest on May 8, 2024.
31

(20)11,775 options will vest on each March 9, 2024 and March 9, 2025.
(21)25,000 options will vest on March 8, 2024 and 12,500 options will vest on each March 8, 2025 and March 8, 2026.
(22)28,300 options will vest on March 7, 2025 and 14,150 options will vest on each March 7, 2026 and March 7, 2027.
(23)1,250 shares of restricted stock will vest upon retirement, permanent disability or death.
(24)464 shares of restricted stock will vest upon retirement, permanent disability or death.
(25)2,750 shares of restricted stock will vest on February 19, 2024.
(26)5,000 shares of restricted stock will vest on February 25, 2025.
(27)5,600 shares of restricted stock will vest on each February 23, 2024 and February 23, 2026.
(28)6,950 shares of restricted stock will vest on each March 1, 2025 and March 1, 2027.
(29)875 options will vest on February 25, 2024.
(30)438 options will vest on May 8, 2024.
(31)1,050 options will vest on each March 9, 2024 and March 9, 2025.
(32)1,750 options will vest on March 8, 2024 and 875 options will vest on each March 8, 2025 and March 8, 2026.
(33)13,750 options will vest on March 7, 2025 and 6,875 options will vest on each March 7, 2026 and March 7, 2027.
(34)3,350 shares of restricted stock will vest on each March 1, 2025 and March 1, 2027.
(35)8,127 options will vest on January 8, 2024.
(36)1,779 options will vest on February 25, 2024.
(37)5,000 options will vest on May 8, 2024.
(38)5,750 options will vest on each March 9, 2024 and March 9, 2025.
(39)15,000 options will vest on March 8, 2024 and 7,500 options will vest on each March 8, 2025 and March 8, 2026.
(40)17,500 options will vest on March 7, 2025 and 8,750 options will vest on each March 7, 2026 and March 7, 2027.
(41)1,333 shares of restricted stock will vest on February 19, 2024.
(42)2,450 shares of restricted stock will vest on February 25, 2025.
(43)3,450 shares of restricted stock will vest on each February 23, 2024 and February 23, 2026.
(44)4,300 shares of restricted stock will vest on each March 1, 2025 and March 1, 2027.

Option Exercises and Restricted Stock Vested

The following table sets forth information regarding each exercise of stock options and vesting of restricted stock that occurred during fiscal 20162023 for each of our named executive officers on an aggregated basis. The amounts set forth below should not be added to the amounts set forth in the Summary Compensation Table.

    
Name Number of Shares Acquired on Option Exercise Value Realized on Option Exercise(1) Number of Shares Acquired on Vesting of Restricted Shares Value Realized on Vesting of Restricted Shares(2)Name
Number of
Shares
Acquired on
Option Exercise
Value
Realized on
Option
Exercise(1)
Number of
Shares
Acquired on
Vesting of
Restricted
Shares
Value Realized
on Vesting of
Restricted
Shares(2)
Mr. S. Marcus  N/A   —   N/A   — 
Mr. G. Marcus  15,000  $33,600   4,925  $107,594 
Mr. Neis  33,340   180,346   1,800   39,321 
Mr. Paris
Mr. Kissinger  41,591   327,348   1,900   41,504 
Mr. Rodriguez  6,000   64,320   7,500   166,125 
Mr. Gramz
Mr. Evans

(1)Reflects the amount calculated by multiplying the number of shares received upon exercise of options by the difference between the closing price of our Common Shares on the exercise date and the exercise price of the exercised options.
(2)Reflects the amount calculated by multiplying the number of vested restricted shares by the closing price of our Common Shares on the date the restricted shares vested.

_____________________
(1)Reflects the amount calculated by multiplying the number of shares received upon exercise of options by the difference between the closing price of our Common Shares on the exercise date and the exercise price of the exercised options, and, along with the “Number of Shares Acquired on Option Exercise,” has not been reduced to account for any shares withheld by the Company to satisfy the exercise price or tax liability incident to the exercise of stock options.
(2)Reflects the amount calculated by multiplying the number of vested restricted shares by the closing price of our Common Shares on the date the restricted shares vested.
Pension Benefits

The following table sets forth the actuarial present value of each named executive officer’s accumulated benefits under our Supplemental Plan as of the end of fiscal 20162023 on December 29, 2016,28, 2023, assuming benefits are paid at normal retirement age based on current levels of compensation, as well as payments made to Mr. Stephen Marcus during fiscal 20162023 under our Supplemental
32

Plan as a result of his retirement on January 6, 2009 as our chief executive officer. The table also shows the number of years of credited service under each such plan, which are subject to a maximum of 30.30, and the estimated annual benefits payable under the Supplemental Plan at normal retirement age as of the end of fiscal 2023 on December 28, 2023. The amounts set forth below should not be added to the amounts set forth in the Summary Compensation Table.

    
Name Plan Name Number
of Years
Credited
  Service  		 Present
Value of
Accumulated
      Benefits      		 Payments
During
Last Fiscal
      Year      		NamePlan NameNumber
of Years
Credited
Service
Present
Value of
Accumulated
Benefits
Payments
During
Last Fiscal
Year		Estimated Annual Benefits Payable at Normal Retirement Age
Mr. S. Marcus  Supplemental Plan   30(1)  $3,421,000  $300,127 
Mr. G. Marcus  Supplemental Plan   24   2,778,000   — 
Mr. Neis  Supplemental Plan   30   1,830,000   — 
Mr. Paris
Mr. Kissinger  Supplemental Plan   22   1,479,000   — 
Mr. Rodriguez  Supplemental Plan   2   316,000   — 
Mr. Gramz
Mr. Evans

(1)Mr. Stephen Marcus has been employed by us for 55 years, but his years of credited service under the Supplemental Plan are subject to a maximum of 30.

_____________________
(1)Mr.Stephen Marcus was employed by us for 62 years, but his years of credited service under the Supplemental Plan are subject to a maximum of 30.
(2)Mr. Gregory Marcus has been employed by us for 31 years, but his years credited service under the Supplement Plan are subject to a maximum of 30.
Our Supplemental Plan benefits payable to Messrs. Stephen Marcus, GregGregory Marcus, Neis,Paris, Kissinger, Gramz and RodriguezEvans are determined under the formula illustrated above in the CD&A. Covered compensation for purposes of the Supplemental Plan consists of salary, bonus and non-equity incentive compensation, but excluding long-term performance cash amounts. As of the end of fiscal 2016 on December 29, 2016, the estimated annual benefits payable under the Supplemental Plan at normal retirement age to Messrs. Stephen Marcus, Greg Marcus, Neis, Kissinger and Rodriguez were $300,000, $332,000, $173,000, $145,000 and $31,000, respectively. The payments to Mr. Stephen Marcus under the Supplemental Plan in fiscal 20162023 are discussed above under “Nonqualified Deferred Compensation.”


Nonqualified Deferred Compensation

Compensation—Annual Contribution

The following table sets forth annual executive and Company contributions under our Deferred Compensation Plan, as well as each named executive officer’s withdrawals, earnings and fiscal year end balances in those plans. The amounts set forth below should not be added to the amounts set forth in the Summary Compensation Table.

     
Name Executive
Contributions
in Fiscal 2016(1)		 Company
Contributions
in Fiscal 2016		 Aggregate
Earnings in
Fiscal 2016(2)		 Aggregate
Withdrawals/
Distributions
in Fiscal 2016		 Aggregate
Balance at
December 29, 2016(3)		Name
Executive
Contributions
in Fiscal
2023(1)
Company
Contributions in
Fiscal 2023
Aggregate
Earnings in
Fiscal 2023(2)
Aggregate Withdrawals/ Distributions in Fiscal 2023
Aggregate
Balance at
December 28,
2023(3)
Mr. S. Marcus $—  $  —  $6,015  $49,219  $174,923 
Mr. G. Marcus  33,806   —   11,011   —   339,269 
Mr. Neis  —   —   —   —   — 
Mr. Paris
Mr. Kissinger  48,296   —   31,103   —   934,531 
Mr. Rodriguez  76,543   —   10,011   —   331,602 
Mr. Gramz
Mr. Evans

(1)All of the amounts reported in this column were also reported as compensation in the Summary Compensation Table.
(2)Certain amounts reported in this column were considered above-market earnings and therefore are reported as compensation in the Summary Compensation Table, including $983 for Mr. Stephen Marcus, $3,306 for Mr. Greg Marcus, $5,147 for Mr. Kissinger and $1,711 for Mr. Rodriguez.
(3)The amounts reported in this column include $153,892 for Mr. Stephen Marcus, $267,191 for Mr. Greg Marcus, $0 for Mr. Neis, $624,048 for Mr. Kissinger and $236,911 for Mr. Rodriguez that was previously reported as compensation in the Summary Compensation Table for years prior to fiscal 2016.

_____________________
(1)All of the amounts reported in this column were also reported as compensation in the Summary Compensation Table.
(2)Certain amounts reported in this column were considered above-market earnings and therefore are reported as compensation in the Summary Compensation Table, including $17,728 for Mr. Gregory Marcus and $30,871 for Mr. Kissinger.
(3)The amounts reported in this column include $360,363 for Mr. Gregory Marcus and $1,463,184 for Mr. Kissinger that was previously reported as compensation in the Summary Compensation Table for years prior to fiscal 2023.
Disclosure Regarding Termination and Change in Control Provisions

Employment, Severance and Change in Control Agreements

We do not provide our executives with individual employment, severance or change-in-control agreements, other than the benefit plans otherwise described above in the CD&A and our standard policies generally applicable to all salaried employees. Generally, the vesting period for our stock option grants, restricted stock awards and performance cash awards will be accelerated
33

upon normal retirement or death. Our Compensation Committee has discretion to accelerate the vesting of such grants and awards upon a potential future change-in-control of our company.

Pay Ratio
As required by Item 402(u) of SEC Regulation S-K, we are providing the following information about the ratio of the median annual total compensation of our employees and the annual total compensation of Gregory S. Marcus, our president and chief executive officer. For the year ended December 28, 2023:
•The annual total compensation of our median employee was reasonably estimated to be $11,500.
•The annual total compensation of Mr. Gregory Marcus was $4,784,595.
Based on this information, the ratio of the annual total compensation of our chief executive officer to the annual total compensation of our median employee is estimated to be 416 to 1.
We identified our median employee using a multi-step process. First, we examined the wages of all individuals employed by us on November 1, 2023 (other than Mr. Gregory Marcus), whether full-time, part-time or on a seasonal basis, to identify the median base wage of all our employees. We annualized wages and salaries for all permanent employees who were hired after December 29, 2022, as permitted by SEC rules. We selected the individual within such group whose total wage was at the median to serve as our median employee whose compensation is disclosed above. The median employee was identified as a part-time associate in one of our theatres.
To calculate our ratio, we divided Mr. Gregory Marcus’ annual total compensation by the annual total compensation of our median employee. We calculated the total compensation of the median employee according to the same rules we use to calculate the total compensation of our named executive officers in the Summary Compensation Table. Total compensation of our median employee was lower than in prior pre-pandemic years due to the fact that our theatres and hotels continued to operate at reduced staffing levels during fiscal 2023. To calculate Mr. Gregory Marcus’ annual total compensation, we used the amount reported in the “Total” column of our Summary Compensation Table for fiscal 2023.
Pay-Versus-Performance
The following table sets forth information regarding the compensation received by our Principle Executive Officer (PEO) and our named executive officers compared to compensation actually paid to such officers, as required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, and certain financial performance measures during the last four completed fiscal years.
Year
Summary Compensation Table Total for PEO(1)
Compensation Actually Paid to PEO(2)
Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3)
Average Compensation Actually Paid to Non-PEO Named Executive Officers(2)
Value of initial fixed $100 investment based on:    Net Earnings (Loss) Attributable to The Marcus Corporation
Adjusted EBITDA(5)
Total Shareholder Return (4)
Peer Group Total Shareholder Return (4)
(in thousands)(in thousands)
2023$4,784,595 $3,836,963 $1,270,937 $1,101,976 $46.34 $70.60 $14,794 $108,723 
20223,519,294 2,860,630 1,134,366 1,004,068 44.25 45.73 (11,972)85,074 
20213,834,147 4,721,255 1,585,182 1,762,217 55.41 72.00 (43,293)35,080 
20204,608,010 735,093 1,534,826 574,223 41.61 67.02 (124,843)(71,574)
(1)The dollar amounts reported represent the amount of total compensation reported for Mr. Gregory Marcus, who served as our PEO in 2020, 2021, 2022 and 2023, for each corresponding fiscal year in the “Total” column of the Summary Compensation Table. Refer to “Summary Compensation Table” for more information.
(2)The dollar amounts reported represent the amount of “compensation actually paid” to our PEO and the average compensation actually paid to our non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K, in fiscal 2020, 2021, 2022 and 2023. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our PEO or the average amount paid to our non-PEO NEOs during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to our PEO’s and average non-PEO NEOs’ total compensation for each fiscal year to determine the compensation actually paid:
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PEO
2020202120222023
Summary Compensation Table Total$4,608,010 $3,834,147 $3,519,294 $4,784,595 
Deductions(a)
Deduction for amounts reported in the "Restricted Stock Awards" column in the Summary Compensation Table(534,310)(905,466)(601,965)(674,356)
Deduction for amounts reported in the "Option Awards" column in the Summary Compensation Table(1,200,700)(1,320,826)(1,179,520)(1,364,616)
Reduction for values reported in the "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column in the Summary Compensation Table(1,917,912)(5,490)(6,414)(658,888)
Equity - Change in Fair Value (Increases/Deductions)(b)
Year-end fair value of current year equity awards1,076,480 1,763,988 1,419,015 1,710,577 
Year-over-year change in fair value of outstanding and unvested equity awards(1,260,390)725,441 (635,785)(75,435)
Year-over-year change in fair value of equity awards granted in prior years that vested in the year(389,085)211,461 (50,995)115,086 
Increase for service cost and prior service cost for pension plans353,000 418,000 397,000 — 
Compensation Actually Paid$735,093 $4,721,255 $2,860,630 $3,836,963 
Average for Non-PEO NEOs
2020202120222023
Summary Compensation Table Total$1,534,826 $1,585,182 $1,134,366 $1,270,937 
Deductions(a)
Deduction for amounts reported in the "Restricted Stock Awards" column in the Summary Compensation Table(161,865)(282,217)(125,658)(116,654)
Deduction for amounts reported in the "Option Awards" column in the Summary Compensation Table(286,635)(357,864)(206,416)(236,016)
Reduction for values reported in the "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column in the Summary Compensation Table(356,528)(42,487)(4,667)(135,048)
Equity - Change in Fair Value (Increases/Deductions)(b)
Year-end fair value of current year equity awards257,054 511,428 264,822 295,871 
Year-over-year change in fair value of outstanding and unvested equity awards(384,947)184,654 (99,092)(11,256)
Year-over-year change in fair value of equity awards granted in prior years that vested in the year(121,755)61,297 (39,743)11,772 
Increase for service cost and prior service cost for pension plans94,072 102,223 80,456 22,370 
Compensation Actually Paid$574,223 $1,762,217 $1,004,068 $1,101,976 
(a)The grant date fair value of equity awards represents the total of the amounts reported in the “Restricted Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable fiscal year.
(b)The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
(3)The dollar amount reported represents the average of the amount of total compensation reported for our company’s NEOs as a group, excluding our PEO, in the “Total” column of the Summary Compensation Table. The NEOs included for purposes of calculating the average amounts in each applicable fiscal year are as follows; (a) for 2020 and 2021, Stephen H. Marcus, Douglas A. Neis, Thomas F. Kissinger and Rolando B. Rodriguez; (b) for 2022, Stephen H. Marcus, Chad M. Paris, Thomas F. Kissinger, Douglas A. Neis and Rolando B. Rodriguez; and (c) for 2023, Stephen H. Marcus, Chad M. Paris, Thomas F. Kissinger, Mark A. Gramz and Michael R. Evans. Mr. Neis retired from his position as Executive Vice President and Chief Financial Officer and Mr. Paris was appointed Chief Financial Officer and Treasurer effective May 15, 2022. Mr. Rodriguez retired from his position as Executive Vice President, Chairman, President and Chief Executive Officer of Marcus Theatres Corporation and Mr. Gramz was appointed President of Marcus Theatres Corporation effective October 1, 2022. Messrs. Gramz and Evans were appointed executive officers on May 31, 2023.
(4)Total Shareholder Return (“TSR”) is determined based on the value of an initial fixed investment of $100 and that all distributions or dividends were reinvested on a quarterly basis. The Composite Peer Group is comprised of the Dow Jones U.S. Hotels Index (weighted 35%) and Cinemark Holdings, Inc. (weighted 65%).
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(5)Adjusted EBITDA is a non-GAAP measure used by management and our board of directors to assess our financial performance and enterprise value. We define Adjusted EBITDA as net earnings (loss) attributable to The Marcus Corporation before investment income or loss, interest expense, other expense, gain or loss on disposition of property, equipment and other assets, equity earnings or losses from unconsolidated joint ventures, net earnings or losses attributable to noncontrolling interests, income taxes and depreciation and amortization, adjusted to eliminate the impact of certain items that we do not consider indicative of our core operating performance. The following table sets forth our reconciliation of Adjusted EBITDA (in millions):

2020202120222023
Net income (loss) attributable to The Marcus Corporation$(124.8)$(43.3)$(12.0)$14.8 
Add (deduct):
Investment income(0.6)(0.6)— (2.4)
Interest expense16.3 18.7 15.3 12.7 
Other expense (income)1.0 2.5 2.1 1.8 
Gain on disposition of property, equipment and other assets(0.9)(3.2)(1.1)— 
Gain on sale of hotel— — (6.3)— 
Equity losses from unconsolidated joint ventures, net1.5 0.1 0.1 0.1 
Net earnings attributable to noncontrolling interests— — 2.9 — 
Income tax expense (benefit)(70.9)(15.7)7.1 6.9 
Depreciation and amortization75.1 72.1 67.1 67.3 
Share-based compensation expenses(a)
4.4 9.3 8.2 6.4 
Property closure/reopening expenses(a)
11.5 — — — 
Impairment charges(a)
24.7 5.8 1.5 1.1 
Government grants and federal tax credits(a)
(7.0)(10.7)— — 
Insurance proceeds(a)
(1.8)— — — 
Adjusted EBITDA$(71.6)$35.1 $85.1 $108.7 
(a) See “Adjusted EBITDA” in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the fiscal 2023 Form 10-K for further discussion of reconciling items.

As noted above, the Committee believes in a holistic evaluation of the NEOs’ and the Company’s performance and uses a mix of performance measures throughout our annual and long-term incentive programs to align executive pay with Company performance. As required by SEC rules, the financial performance measures identified as the most important for NEOs’ 2023 compensation decisions are listed in the table below, each of which is described in more detail in the CD&A under the sections “Annual Cash Bonuses” and “Long-Term Incentive Awards”.

Most Important Financial Performance Measures Used to Link Compensation Paid to Company Performance
Adjusted EBITDA
Return on Invested Capital (“ROIC”)
Adjusted Pretax Income (“API”)
Adjusted Division Income (“ADI”)


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The following graph compares the compensation actually paid to our PEO, the average of the compensation actually paid to our remaining Non-PEO NEOs and the TSR performance of our common stock with the TSR performance of the Composite Peer Group. The TSR amounts in the graph assume that $100 was invested beginning on December 26, 2019 and that all distributions or dividends were reinvested on a quarterly basis. The graph below shows the relationship between compensation actually paid and total shareholder return for The Marcus Corporation and the Composite Peer Group.

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The following graph compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs with net earnings (loss) attributable to The Marcus Corporation and Adjusted EBITDA, the most important financial metric for connecting the Company’s financial performance and compensation.

5179
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Non-Employee Director Compensation

The following table sets forth information regarding the compensation received by each of our non-employee directors during fiscal 2016.2023. Our other directors are named executive officers and receive no compensation for their services as directors and are therefore omitted from the table.

        
Name Fees
Earned or Paid in Cash		 Stock
Awards(1)		 Restricted
Stock
Awards(2)		 Option
Awards(3)		 Non-Equity
Incentive Plan
Compensation		 Change in
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings		 All Other
Compensation(4)		 Total
Diane Marcus Gershowitz $22,750  $8,507  $47,325  $9,718   —   —  $103,312  $191,612 
Daniel F. McKeithan, Jr.  34,250   8,507   47,325   9,718   —   —   2,212   102,012 
Allan H. Selig  25,750   8,507   47,325   9,718   —   —   2,212   93,512 
Timothy E. Hoeksema  25,250   8,507   47,325   9,718   —   —   2,212   93,012 
Philip L. Milstein  37,250   8,507   47,325   9,718   —   —   2,212   105,012 
Bronson J. Haase  23,708   8,507   47,325   9,718   —   —   2,212   91,470 
James D. Ericson  25,250   8,507   47,325   9,718   —   —   2,212   93,012 
Brian J. Stark  34,250   8,507   47,325   9,718   —   —   2,212   102,012 
Bruce J. Olson  19,550   8,507   47,325   9,718   —   —   1,453   86,553 
Katherine M. Gehl  31,250   8,507   47,325   9,718   —   —   1,172   97,972 
David M. Baum  23,000   11,996   67,630   9,718   —   —   492   112,836 

_____________

(1)The dollar amount is equal to the number of shares issued multiplied by the closing sale price of our Common Shares on May 4, 2016, the date the shares were issued. The dollar amount for Mr. Baum also includes shares he received on February 15, 2016.

NameFees
Earned or
Paid in
Cash
Stock
Awards(1)
Restricted
Stock
Awards(2)
Option
Awards(3)
Non-Equity
Incentive Plan
Compensation		Change in
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings		All Other
Compensation		Total
Diane Marcus Gershowitz$47,000 $24,115 $45,730 $9,996 $— $— $1,197 $128,038 
Allan H. Selig(4)
55,250 24,115 45,730 9,996 — — 1,197 136,288 
Timothy E. Hoeksema58,500 24,115 45,730 9,996 — — 1,197 139,538 
Philip L. Milstein58,750 24,115 45,730 9,996 — — 1,197 139,788 
Brian J. Stark62,250 24,115 45,730 9,996 — — 1,197 143,288 
Bruce J. Olson47,000 24,115 45,730 9,996 — — 1,197 128,038 
Katherine M. Gehl53,000 24,115 45,730 9,996 — — 1,197 134,038 
Austin M. Ramirez47,000 24,115 45,730 9,996 — 126,841 
_____________________

(2)Reflects the grant date fair value of the restricted stock awarded as determined using the closing sale price of our Common Shares on such date. The amount was computed in accordance with FASB ASC Topic 718.
(3)Reflects the grant date fair value of the options awarded as determined using the closing sale price of our Common Shares on such date. The amount was computed in accordance with FASB ASC Topic 718. The assumptions made in the valuations are discussed in Footnote7 to our fiscal 2016 financial statements.
(4)$101,100 of the amount in this column for Diane Marcus Gershowitz represents imputed income on split-dollar life insurance premiums paid by us.

(1)The dollar amount is equal to the number of shares issued multiplied by the closing sale price of our Common Shares on May 24, 2023, the date the shares were issued.

(2)Reflects the grant date fair value of the restricted stock awarded as determined using the closing sale price of our Common Shares on such date. The amount was computed in accordance with FASB ASC Topic 718.
(3)Reflects the grant date fair value of the options awarded as determined using the closing sale price of our Common Shares on such date. The amount was computed in accordance with FASB ASC Topic 718. The assumptions made in the valuations are discussed in Footnote 9 of our fiscal 2023 financial statements.
(4)This amount includes $2,250 of which Mr. Selig was overpaid in our fiscal 2023 for his attendance at board meetings in fiscal 2023. This was corrected by withholding such amount from the amount he was compensated for attending our first meeting of our board of directors in fiscal 2024.
Pursuant to our non-employee director compensation plan, our non-employee directors received in fiscal 2016:2023: (1) a cash retainer of $15,000;$25,000; (2) a board meeting attendance fee of $3,500; and$5,500; (3) a restricted stock grant of 1,500 Common Shares valued at $45,000, with the number of shares being determined by dividing $45,000 by the volume-weighted average price for the 20 trading days preceding the date of the grant and that vest at the earlier of (a) 100% upon the director’s eligibility for normal retirement (as determined by the Compensation Committee) from the board of directors or upon death or (b) 50% upon the thirdsecond anniversary of the grant date if the individual is then still serving as a director and the remaining 50% upon the fifthfourth anniversary of the grant date if the individual is then still serving as a director. In addition to the foregoing, in fiscal 2016, each non-employee director received: (1) 429director; (4) a yearly annual meeting stock grant retainer of Common Shares on May 4, 2016,valued at $25,000, with the number of shares being determined by dividing $25,000 by the volume-weighted average price for the 20 trading days preceding the date of our 2016 annual shareholders’ meeting; (2) $1,250the grant; (5) an attendance fee of $1,750 for each board committee meeting attended (or $1,500$2,000 per committee meeting attended if that person served as the committee’s chairperson), except that each member of the Audit Committee received $1,500is to receive $2,000 per committee meeting attended, and the chairman of the Audit Committee received $2,000is to receive $2,500 per committee meeting attended; and (3)(6) an option to purchase 1,000 Common Shares on December 29, 2016,valued at $10,000, with the number of common shares determined by dividing $10,000 by the calculated Black Scholes value of the option as of the grant date, the last day of the fiscal 2016. Theyear, with the exercise price of all options granted to non-employee directors is to be equal to 100% of the fair market value of the Common Shares on the date of grant. On December 29, 2016, the last day of fiscal 2016, each non-employee director received his or her 1,500 share restricted stock grant and option grant to purchase 1,000 shares of Common Shares at an exercise price of $31.55 per share. All options granted to our non-employee directors have a term of ten years and are fully vested and exercisable immediately after grant.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the above CD&A with management and, based on such review and discussion, has recommended to the board of directors that the CD&A be included in this proxy statement.

By the Compensation Committee:
Allan H. Selig, Chairman
Philip L. Milstein
James D. Ericson


By the Compensation Committee:
Allan H. Selig, Chairman
Philip L. Milstein
Brian J. Stark
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AUDIT COMMITTEE REPORT

To the Board of Directors of The Marcus Corporation:

Each of the undersigned Audit Committee members: (1) served on the Audit Committee during fiscal 2016;2023; and (2) is an independent, non-employee director as defined by the rules of the NYSE and the SEC;SEC. In addition, Timothy E. Hoeksema, Brian J. Stark and (3) is anKatherine M. Gehl are each “audit committee financial expert,experts,” as defined by the SEC. Our Audit Committee has a written charter, which is available on the Company’s website atwww.marcuscorp.cominvestors.marcuscorp.com.

Our Audit Committee oversees the Company’s financial reporting process on behalf of the board of directors. Our management is responsible for the Company’s financial reporting process, including its system of internal controls, and for the preparation of the Company’s consolidated financial statements in accordance with generally accepted accounting principles. The Company’s independent registered public accounting firm, Deloitte & Touche LLP, is responsible for auditing those financial statements. Our responsibility is to monitor and review these processes. It is not our duty or our responsibility to conduct auditing or accounting reviews or procedures. We are not employees of the Company and we are not accountants or auditors by profession or experts in the fields of accounting or auditing. Therefore, we have relied, without independent verification, on management’s representation that the Company’s financial statements have been prepared with integrity and objectivity and in conformity with generally accepted accounting principles. We have also relied on the representations of Deloitte & Touche LLP included in its report on the Company’s fiscal 2016 financial statements. Our discussions with management and Deloitte & Touche LLP do not assure that the Company’s financial statements are presented in accordance with generally accepted accounting principles, that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards or that Deloitte & Touche LLP is in fact “independent.”

Our Audit Committee has reviewed and discussed the audited consolidated financial statements of the Company for the fiscal year ended December 29, 201628, 2023 with management and has discussed with Deloitte & Touche LLP its judgments as to the quality, not just the acceptability, of the Company’s accounting principles and other matters required to be discussed by Statement on Auditing Standard No. 16,AS 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”), and Rule 2-07 of Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended. Deloitte & Touche LLP has provided the Audit Committee with the written disclosures and the letter required by applicable requirements of the PCAOB regarding Deloitte & Touche LLP’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with Deloitte & Touche LLP its independence from management and the Company and considered the compatibility of Deloitte & Touche LLP’s provision of non-audit services with its independence.

Our Audit Committee discussed with Deloitte & Touche LLP the overall scope and plans for its audit. We met with Deloitte & Touche LLP, with and without management present, to discuss the results of its examination, its evaluation of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, our Audit Committee recommended to the board of directors that the Company’s audited consolidated financial statements be included in the Annual Report on Form 10-K at and for the fiscal year ended December 29, 201628, 2023 for filing with the SEC.

This report and the information herein do not constitute soliciting material and shall not be deemed to be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing by or of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such Acts.

By the Audit Committee:
Philip L. Milstein, Chairman
Daniel F. McKeithan, Jr.
Brian J. Stark
Katherine M. Gehl


By the Audit Committee:
Brian J. Stark, Chairman
Katherine M. Gehl
Timothy E. Hoeksema
40


PROPOSAL 2 — APPROVAL, BY ADVISORY VOTE, OF
THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

As indicated by the preceding discussion, executive compensation is an important matter both to us and to our shareholders. In addition, Section 14A of the Securities Exchange Act of 1934, as amended, requires that we provide our shareholders with an opportunity to approve the compensation of our named executive officers by a non-binding advisory vote. Accordingly, we are seeking the approval of our shareholders through this advisory vote of the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis section and the accompanying compensation tables and narratives contained in this proxy statement. At our 20162023 annual meeting, over 99%98% of the votes cast and over 98%97% of all shares entitled to vote at the meeting were voted in favor of the compensation of our named executive officers. In developing our executive compensation and benefit programs that were in effect for fiscal 20162023 as disclosed in the Compensation Discussion and Analysis section and2023 the accompanying compensation tables and narratives contained in this proxy statement, we maintained during fiscal 20162023 many of the same executive compensation and benefit programs that were overwhelmingly approved by our shareholders at our 20162023 annual meeting.

We have designed our executive compensation program to attract, motivate and retain people with the skills required to achieve our performance goals in a competitive business environment, and to enhance our overall financial performance. Our compensation programs are based on the principle of pay for performance. Our intention is for our executive compensation programs to reflect the level of our executive officers’ individual contributions and our corporate performance, while striking an appropriate balance between short-term and longer-term corporate performance. We evaluate performance over several periods of time, and while the specific elements of executive compensation vary from time to time, our executive compensation programs focus on the principle of pay for performance, both in program design and in the specific awards.

As discussed in greater detail in the Compensation Discussion and Analysis Section, both our variable incentive and long term incentive plans tie the compensation of our executive officers to strong performance metrics that align executive officers’ cash and equity incentives with sustained growth in long-term shareholder value.

In addition, we and the Compensation Committee of our board of directors consider the following principles when designing and implementing compensation programs for our executive officers:

•We strive to compensate our executives at competitive levels to ensure that we attract, retain and motivate our key management employees who we expect will contribute significantly to our long-term success and value creation.
•We link our executives’ compensation to the achievement of pre-established financial and individual performance goals that are focused on the creation of long-term shareholder value.

Our executive compensation programs are designed to foster an ownership mentality and an entrepreneurial spirit in our management team. We try to do this by providing our executives with a substantial long-term incentive compensation component that helps to more closely align our executives’ financial interests with those of our shareholders over an extended performance period, and that otherwise encourages executives to take appropriate and measured market-responsive risk-taking actions that will facilitate our long-term growth and success.

Our board of directors would like the approval of our shareholders of the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis section and the accompanying compensation tables and narratives in this proxy statement. Accordingly, for the reasons we discuss above, our board of directors unanimously recommends that shareholders vote in favor of the following resolution:

“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the named executive officers as disclosed in the Compensation Discussion and Analysis section, compensation tables, and accompanying narratives contained in this proxy statement.”

The compensation of the named executive officers as disclosed in the Compensation Discussion and Analysis section and compensation tables and narratives contained in this proxy statement will be approved if the votes cast in favor of the proposal exceed those cast against the proposal. Abstentions and broker non-votes will not affect the voting results for this proposal.


As this is an advisory vote, the results of the vote will not be binding on our board of directors, although our Compensation Committee will consider the outcome of the vote when evaluating the effectiveness of our executive compensation programs, and our Compensation Committee will review and consider the outcome of the vote when making future compensation decisions for our named executive officers. We believe our company benefits from constructive dialogue with our shareholders on these important matters, and while we continue to reach out to our shareholders on these and other issues, we also encourage our shareholders to contact us if they would like to communicate their views on our

41

executive compensation programs. Shareholders who wish to communicate with our non-management directors concerning our executive compensation programs should refer to the section above entitled “Contacting the Board.”

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, BY ADVISORY VOTE, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS SECTION AND ACCOMPANYING COMPENSATION TABLES AND NARRATIVES IN THIS PROXY STATEMENT. COMMON SHARES OR CLASS B SHARES REPRESENTED BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS SECTION AND ACCOMPANYING COMPENSATION TABLES AND NARRATIVES IN THIS PROXY STATEMENT.

42


PROPOSAL 3 — ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY
VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Section 14A of the Securities Exchange Act of 1934 requires that we provide shareholders with a vote on how frequently we will submit the advisory vote on the compensation of our named executive officers to our shareholders. Accordingly, we are asking our shareholders whether the advisory vote on the compensation of our named executive officers should occur every year, every two years or every three years.

Our Board recommends that shareholders vote for the submission of the advisory vote on the compensation of our named executive officers to our shareholders every year (an annual vote) because we believe that an annual vote promotes best governance practices and facilitates our Compensation Committee’s and our senior management’s consideration of the views of our shareholders in structuring our compensation programs for our named executive officers. We believe that an annual vote provides our Compensation Committee and our senior management with more direct input on, and reactions to, our current compensation practices, and better allows our Compensation Committee and our senior management to measure how they have responded to the prior year’s vote.

For the reasons discussed above, our Board recommends that shareholders vote for holding an advisory vote on the compensation of our named executive officers at our annual meeting of shareholders every year. In voting on this Proposal 3, shareholders should be aware that they are not voting “for” or “against” the Board’s recommendation. Rather, shareholders will be voting to determine, on an advisory basis, the frequency of the advisory vote on the compensation of our named executive officers, which may be every year, two years, or three years, or shareholders may abstain entirely from voting on the proposal.

The frequency of the advisory vote on the compensation of our named executive officers receiving the greatest number of votes cast in favor of such frequency, whether every year, every two years or every three years, will be the frequency of the advisory vote on the compensation of our named executive officers that shareholders are deemed to have approved. Abstentions and broker non-votes do not constitute a vote for any particular frequency.


Although the outcome of this advisory vote is non-binding, our Board will review and consider the outcome of this vote when making determinations as to when the advisory vote on the compensation of our named executive officers will again be submitted to shareholders for approval at an annual meeting of shareholders.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS BE SUBMITTED TO SHAREHOLDERS EVERY YEAR. COMMON SHARES OR CLASS B SHARES REPRESENTED BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED FOR THE SUBMISSION OF THE ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS TO OUR SHAREHOLDERS EVERY YEAR.

PROPOSAL 4 —3— RATIFICATION OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM FOR FISCAL 2016

2024

The Audit Committee has selected Deloitte & Touche LLP as the Company’s independent auditors for fiscal 2017.2024. Although not required to be submitted to a shareholder vote, our board of directors believes it appropriate to obtain shareholder ratification of the Audit Committee’s action in appointing Deloitte & Touche LLP as the Company’s independent registered public accounting firm. Should such appointment not be ratified by our shareholders, the Audit Committee will reconsider the matter. The Audit Committee expects that the full board of directors will ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm at their first meeting after the Annual Meeting.

The Audit Committee's selection of Deloitte & Touche LLP as the Company's independent auditor for fiscal 2024 will be ratified by the Compay’s shareholders if the votes cast in favor of the proposal exceed those cast against the proposal. Abstentions and broker non-votes will not affect the voting results for this proposal.


THE BOARD RECOMMENDS THE RATIFICATION OF THE AUDIT COMMITTEE’S SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 20172024 AND URGES EACH SHAREHOLDER TO VOTE “FOR” SUCH RATIFICATION. COMMON SHARES OR CLASS B SHARES REPRESENTED BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED “FOR” THE RATIFICATION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT PUBLIC ACCOUNTING FIRM FOR FISCAL 2017.

PROPOSAL 5 — APPROVAL OF THE MATERIAL TERMS OF THE
PERFORMANCE GOALS UNDER OUR AMENDED AND
RESTATED 2004 EQUITY INCENTIVE PLAN

Our Board has proposed approval of the material terms of the performance goals under our amended and restated 2004 Equity Incentive Plan (the “Plan”) to enable us to grant fully tax-deductible performance-based awards under the Plan. The Plan was previously approved by our shareholders in 2011, and we are not currently seeking shareholder approval for any amendments to, or additional shares under, the Plan. We are asking shareholders only to approve the material terms of the performance goals under the Plan.

Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”), imposes a $1 million limit on the amount that a public company may deduct for compensation paid to the company’s chief executive officer or any of the company’s three most highly compensated executive officers (other than the chief financial officer) who are employed as of the end of the year. This limitation does not apply to compensation that meets the requirements under Section 162(m) for “performance-based” compensation. One of the requirements for compensation to qualify as performance-based under Section 162(m) is that the material terms of the performance goals, including the list of permissible business criteria for performance objectives under the plan, be disclosed to and approved by shareholders every five years. Therefore, we are seeking shareholder approval of the material terms of the performance goals at the Annual Meeting to enable us to grant fully tax-deductible performance-based awards.

Shareholder approval of the material terms of performance goals under the Plan is only one of several requirements under Section 162(m) that must be satisfied for amounts realized under the Plan to qualify for the performance-based compensation exemption under Section 162(m), and shareholder approval of the material terms of the performance goals of the Plan does not alone ensure that all compensation paid under the Plan will qualify as tax-deductible compensation. There can be no guarantee that amounts payable under

2024.

43

the Plan will be treated as qualified performance-based compensation under Section 162(m). In addition, nothing in this proposal precludes us from granting awards that do not meet the requirements for tax-deductible compensation under Section 162(m).

Material Terms of the Performance Goals Under the Plan

For purposes of Section 162(m), the material terms of the performance goals include: (a) the employees eligible to receive compensation; (b) the description of the business criteria on which the performance goals may be based; and (c) the maximum amount, or the formula used to calculate the maximum amount, of compensation that can be paid to an employee under the performance goals. Each of these aspects is discussed below, and shareholder approval of this Proposal 5 constitutes approval of each of these aspects for purposes of the Section 162(m) shareholder approval requirements. The following summary is qualified in its entirety by reference to the complete text of the Plan, which is attached hereto as Annex A.

Eligibility.  Any of our and our affiliates’ key employees and our non-employee directors are eligible to receive discretionary awards under the Plan. All non-employee directors receive automatic grants of options under the Plan, unless our Committee determines otherwise. There are currently approximately 456 eligible participants in the Plan, of whom 445 are key employees and eleven are non-employee directors.

Performance Goals.  Stock options and stock appreciation rights granted under the Plan are designed to be exempt from the $1 million deduction limit imposed by Section 162(m) due to the Plan’s requirement that they have an exercise price per share no lower than the fair market value of a share on the date of grant. The Plan also provides for performance-based awards that may be granted in the form of cash or ordinary shares (including share options). The administrator of the Plan will determine the terms and conditions of such awards, and may condition them on the achievement of performance goals.

For purposes of the Plan, performance goals mean any goals our Committee establishes that relate to one or more of the following with respect our company or any one or more of our affiliates or other business units:

(1)Revenues;
(2)Gross operating profit;
(3)Operating income;
(4)Consolidated pre-tax income/earnings (adjusted or unadjusted);
(5)Division pre-tax income/earnings (adjusted or unadjusted);
(6)Net earnings;
(7)Earnings per share;
(8)Earnings before interest, taxes, depreciation and/or amortization (“EBITDA”) (adjusted or unadjusted);
(9)Economic profit;
(10)Operating margins and statistics;
(11)Average return on invested capital;
(12)Other financial return and leverage ratios; or
(13)Total shareholder return metrics.

As to each performance goal, the relevant measurement of performance shall be computed in accordance with generally accepted accounting principles to the extent applicable, but, unless otherwise determined by our Committee, will exclude the effects of the following: (1) charges for reorganizing and restructuring; (2) discontinued operations; (3) asset write-downs; (4) gains or losses on the disposition of a business; (5) changes in tax or accounting principles, regulations or laws; (6) mergers, acquisitions or dispositions; (7) impacts on interest expense, preferred dividends and share dilution as a result of debt and capital transactions; and (8) extraordinary, unusual and/or non-recurring items of income, expense, gain or loss, that, in case of each of the foregoing, we identify in our publicly filed periodic or current reports, our audited


financial statements or the Management’s Discussion and Analysis section of our annual report. To the extent consistent with Section 162(m), our Committee may also provide for other adjustments to performance goals in the agreement evidencing any award at the time the award is granted. In addition, our Committee may appropriately adjust any evaluation of performance under a performance goal to exclude any of the following events that occurs during a performance period: (1) litigation, claims, judgments or settlements; (2) the effects of changes in other laws or regulations affecting reported results; and (3) accruals of any amounts for payment under the Plan or any other compensation arrangements maintained by us; provided that, with respect to any award intended to qualify as performance-based compensation under Section 162(m) of the Code, such adjustment may be made only to the extent consistent with Section 162(m) of the Code. With respect to performance share awards that will or may be considered “performance-based compensation” under Section 162(m) of the Code, our Committee may in its discretion reduce or eliminate compensation or other economic benefit due upon attainment of a performance goal if the exercise of such negative discretion does not result in an increase in the amount payable to another participant under the Plan.

In addition, in the case of awards that our Committee determines at the date of grant will not be considered “performance-based compensation” under Section 162(m) of the Code, our Committee may establish other performance goals and provide for other exclusions or adjustments not listed in the Plan.

Limitations and Maximum Awards under the Plan.  To qualify as performance-based compensation under Section 162(m), we are required to establish limits on the number of awards that we may grant to a particular participant. The award limits in the Plan were established in order to provide us with maximum flexibility, and are not necessarily indicative of the size of award that we expect to make to any particular participant. The award limits in the Plan provide that no participant may be granted awards that could result in such participant:

receiving options or stock appreciation rights for more than 300,000 Common Shares during any fiscal year;
receiving awards of restricted stock or restricted stock units relating to more than 300,000 Common Shares during any fiscal year;
receiving, with respect to any awards of performance shares with performance periods beginning in the same fiscal year, an aggregate of more than 300,000 Common Shares;
receiving, with respect to an annual incentive award in respect of any single fiscal year, a cash payment (or grant of Common Shares of equivalent fair market value) of more than $15,000,000; or
receiving, with respect to any long-term incentive award with performance periods beginning in the same fiscal year, a cash payment (or grant of Common Shares of equivalent fair market value) of more than $15,000,000.

Each of these limitations is subject to adjustment as described below.

Summary of the Terms of the Plan

The following is a summary of the material provisions of the Plan other than the material terms of the performance goals, which are summarized above. A copy of the Plan is attached hereto as Annex A and is incorporated by reference herein. The following summary and the summary above are qualified in their entirety by reference to the full and complete text of the Plan. Any inconsistencies between the summaries and the text of the Plan will be governed by the text of the Plan.

General

The Plan was approved by our shareholders in 2011. The Plan is the primary vehicle the Company has used to grant long-term equity awards to directors and participating management employees. The awards made to participants under the Plan have historically consisted of stock options and/or restricted shares.

The Company’s long-term incentive grants are a very important component of our overall compensation program for our executive and managerial employees. We and our Compensation Committee believe strongly that cash compensation must be supplemented by meaningful equity ownership by management at all levels


of our organization. A continuing stake in the overall performance of the Company, and the multi-year duration of awards made under Plan, contribute significantly to management’s commitment to the creation of long-term shareholder value.

Administration

In general, the Plan is administered by the Compensation Committee of our Board, or any other committee of our Board designated to administer the Plan (the “Committee”), so long as the Committee is composed of not less than two directors who are “non-employee directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (“Exchange Act”). The Plan also requires the directors who serve on the Committee to be “outside directors” within the meaning of Section 162(m) of the Code. If at any time the Committee does not exist, the functions of the Committee will be exercised by those members of our Board who qualify as non-employee directors and as outside directors within the meaning of Section 162(m) of the Code.

Under the Plan, among other functions, the Committee has the authority to: (1) designate participants; (2) determine the type or types of awards to be granted to each participant (provided that incentive stock options may be granted only to key employees); (3) determine the number of Common Shares to be covered by (or with respect to which payments, rights or other matters are to be calculated in connection with) awards; (4) determine the terms and conditions of any award; (5) determine whether, to what extent and under what circumstances awards may be settled or exercised in cash, Common Shares, other securities, other awards or other property, and the method or methods by which awards may be settled, exercised, canceled, forfeited or suspended; (6) determine whether, to what extent and under what circumstances cash, Common Shares, other awards and other amounts payable with respect to an award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (7) interpret and administer the Plan and any instrument or agreement relating to, or award made under, the Plan (including, without limitation, any award agreement); (8) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (9) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

Except as otherwise provided in the Plan, all determinations and interpretations of the Committee with respect to the Plan and any award agreements may be made in the sole discretion of our Committee, whose determination and interpretations will be binding on all parties.

Under the Plan, our Board may delegate to another committee of our Board, or the Committee may delegate to one or more of our officers, any or all of the Committee’s authority and responsibility, except with respect to awards intended to qualify as performance-based compensation under Section 162(m) of the Code or awards made to participants who are subject to Section 16 of the Exchange Act, unless the delegation is to another committee of our Board consisting entirely of non-employee directors who also qualify as outside directors within the meaning of Section 162(m) of the Code.

Awards Under the Plan

The Plan authorizes the Committee to grant to key employees: (1) stock options, which may be either incentive stock options (“ISOs”) meeting the requirements of Section 422 of the Code or non-qualified stock options; (2) stock appreciation rights (“SARs”); (3) restricted stock; and (4) performance shares. In addition to awards to key employees, the Plan provides for automatic grants of non-qualified stock options to each non-employee director. Specifically, each non-employee director receives (a) a non-qualified stock option to purchase 1,000 Common Shares on the date that such non-employee director is first elected or appointed to our Board and (b) a non-qualified stock option to purchase 1,000 Common Shares as of the last day of each fiscal year that such non-employee director is then serving as a director.

The Plan also authorizes the Committee to grant any of the four types of awards listed above to non-employee directors and to grant to key employees or non-employee directors two additional types of awards, restricted stock units and cash-based incentive awards. The Plan also authorizes the Committee to modify or discontinue the automatic option grants to non-employee directors.


We cannot currently determine the number or types of awards that may be granted to particular eligible participants under the Plan. Such determinations will be made from time to time by our Committee, subject to the limitations in the Plan.

On March 3, 2017, the last reported sales price per Common Share on the NYSE was $30.85.

Terms of Awards

Options

Options.  The exercise price per Common Share subject to an option granted under the Plan is determined by our Committee, provided that the exercise price may never be less than the fair market value of a Common Share as determined on the date of grant, and the date of grant must be on or after the date on which the Committee approves the grant. The term of an option granted under the Plan is also determined by our Committee, provided that the term of an option may not exceed ten years. Options granted under the Plan become exercisable in such manner and within such period or periods and in such installments or otherwise as determined by our Committee. Our Committee determines the methods by which options may be exercised and, unless our Committee determines that it would not be in our interests to do so, one of the available methods will be for the participant to make payment in full of the exercise price in cash, by tendering previously owned Common Shares having a fair market value on the date of exercise equal to the option exercise price or by tendering Common Shares otherwise receivable upon exercise of the option having a fair market value at the time of exercise equal to the option exercise price. All ISOs granted under the Plan are also required to comply with all other terms of Section 422 of the Code, and only key employee participants may receive ISOs. The Plan permits ISOs to be granted until the tenth anniversary of Board approval of the Plan, which occurred on July 14, 2011.

Automatic Grants of Non-Qualified Options to Non-Employee Directors.  The exercise price per Common Share of the automatic non-qualified options granted under the Plan to non-employee directors equals the fair market value of a Common Share on the date of grant. The term of each such option is ten years. A non-employee director may exercise a non-qualified option by making payment in full of the exercise price in cash, by tendering previously owned Common Shares having a fair market value on the date of exercise equal to the option exercise price or by tendering Common Shares otherwise receivable upon exercise of the option having a fair market value at the time of exercise equal to the option exercise price. The Plan gives the Committee discretion to modify or discontinue the automatic grants of non-qualified options to non-employee directors.

The Plan prohibits the repricing of stock options granted under the Plan.

SARs

SAR awards under the Plan may be made to key employees or non-employee directors. An SAR granted under the Plan confers on the holder a right to receive for each one Common Share to which the SAR relates, upon exercise thereof, the excess of (1) the fair market value of one Common Share on the date of exercise over (2) the grant price of the SAR as specified by our Committee. The grant price of an SAR under the Plan may not be less than the fair market value of a Common Share on the date of grant, and the date of grant may not be prior to the date on which the Committee approves the grant. The grant price, term, methods of exercise, methods of settlement (including whether the holder of an SAR will be paid in cash, Common Shares or other consideration) and any other terms and conditions of any SAR granted under the Plan is determined by our Committee; provided that the term of a SAR may not exceed ten years from the date of grant.

The Plan prohibits the repricing of SARs granted under the Plan.

Restricted Stock and Restricted Stock Units

The Plan authorizes the grant of restricted stock and restricted stock unit awards to key employees and non-employee directors. Restricted Common Shares and restricted stock units granted under the Plan are subject to such restrictions as our Committee may impose, including any limitation on the right to vote such Common Shares or the Common Shares underlying such restricted stock units or receive dividends thereon. The restrictions imposed on the Common Shares or restricted stock units may lapse separately or in


combination at such time or times, or in such installments or otherwise, as our Committee may deem appropriate. Except as otherwise determined by our Committee, upon termination of a key employee’s employment or a non-employee director’s service for any reason during the applicable restriction period, all shares of restricted stock or restricted stock units still subject to restriction are forfeited by the key employee or non-employee director. Under the Plan, our Committee has the authority at its discretion to waive in whole or in part any or all remaining restrictions with respect to shares of restricted stock or restricted stock units granted. The Committee determines all other terms of restricted stock units, including the date on which the units will be settled and whether to settle the units in cash, in Common Shares (including restricted stock) or in a combination of cash and Common Shares.

Performance Shares

The Plan authorizes the grant of performance share awards to key employees and non-employee directors. Our Committee determines the applicable performance period, the performance goal or goals to be achieved during any performance period, the proportion of payments, if any, to be made for performance between the minimum and full performance levels, the restrictions applicable to shares of restricted stock received upon payment of performance shares if payment is made in such manner, and any other terms, conditions and rights relating to the grant of performance shares. Payment on performance shares is made in Common Shares (which, at the discretion of our Committee, may be shares of restricted stock) equal to the number of performance shares payable. Our Committee may provide that, during a performance period, participants are paid cash amounts, with respect to each performance share held by such participants, corresponding to the cash dividend paid on a Common Share. Participants have no voting rights with respect to performance shares held by them.

Incentive Awards

Our Committee may grant annual and long-term incentive awards under the Plan to key employees and non-employee directors. An incentive award is the right to receive a cash payment (or a number of shares of equivalent value) to the extent performance goals are achieved. The Committee determines all terms and conditions of an annual or long-term incentive award, including the performance goals, performance period, the potential amount payable, the type of payment and the timing of payment. Our Committee must require that payment of all or any portion of the amount subject to the incentive award is contingent on the achievement or partial achievement of one or more performance goals during the period our Committee specifies, although our Committee may specify that performance goals subject to an award are deemed achieved upon a participant’s death, disability or change in control. The performance period for an annual incentive award must relate to a period of at least one of our fiscal years, and the performance period for a long-term incentive award must relate to a period of more than one of our fiscal years, except in each case, if the award is made at the time of commencement of employment or service with our company or on the occasion of a promotion, then the award may relate to a shorter period. Payment of an incentive award will be in cash except to the extent our Committee determines that payment will be in Common Shares or restricted stock, either on a mandatory basis or at the election of the participant receiving the award, having a fair market value at the time of the payment equal to the amount payable according to the terms of the incentive award.

Adjustments

In the event of any dividend or other distribution (whether in the form of cash, Common Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Shares subject to the Plan or other of our securities, or other similar corporate transaction or event that affects the Common Shares, our Committee shall, in such manner as it may deem equitable to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan and the awards (and subject to limitations specified in the Plan), adjust: (1) the number and type of Common Shares subject to the Plan and which thereafter may be made the subject of awards (including ISOs) under the Plan; (2) the award limits specified in the Plan; (3) the number and type of Common Shares subject to outstanding awards; (4) the performance goal or goals established under any award; and (5) the grant, purchase or exercise price with respect to any award, or may make provision for a cash payment to the holder of an outstanding award.


Limits on Transferability

No award granted under the Plan may be assigned, sold, transferred or encumbered by any participant, other than by will or by the laws of descent and distribution, except to the extent allowed by our Committee and in a manner specified by our Committee. Each award is exercisable during the participant’s lifetime only by such participant or, if permissible under applicable law, by the participant’s guardian or legal representative.

Amendment and Termination

Our board of directors may amend, alter, suspend, discontinue or terminate the Plan at any time, except that shareholder approval of any amendment to the Plan must first be obtained if otherwise required by: (1) the Code or any rules thereunder, (2) the listing requirements of the NYSE or any other principal securities exchange or market on which the Common Shares are then traded or (3) any other applicable law. Shareholders also must approve any amendments to materially increase the number of Common Shares authorized under the Plan or an amendment to the prohibition on repricing of options and SARs. Termination of the Plan will not affect the rights of key employees or non-employee directors with respect to awards previously granted to them, the authority of our Board to amend, alter, suspend, discontinue or terminate the Plan or of our Committee to administer the Plan, and all unexpired awards shall continue in force after termination except as they may lapse or be terminated by their own terms and conditions. The Committee generally may modify or amend any award, or waive any restrictions or conditions applicable to an award or the exercise of an award, or amend, modify or cancel any terms and conditions applicable to any award, subject to certain limitations specified in the Plan.

Withholding

Not later than the date as of which an amount first becomes includible in the gross income of a key employee for federal income tax purposes with respect to any award under the Plan, the key employee will be required to pay to us, or make arrangements satisfactory to us regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by our Committee, withholding obligations arising with respect to awards under the Plan may be settled with Common Shares previously owned or with Common Shares that are part of or otherwise receivable upon exercise of the award that gives rise to the withholding requirement. Our obligations under the Plan are conditional on such payment or arrangements, and we and any subsidiary will, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the key employee. Our Committee may establish such procedures as it deems appropriate for the settling of withholding obligations with Common Shares.

Certain U.S. Federal Income Tax Consequences

Stock Options

The grant of a stock option under the Plan creates no income tax consequences to the key employee, non-employee director or us. A key employee or non-employee director who is granted a non-qualified stock option generally recognizes ordinary income at the time of exercise in an amount equal to the excess of the fair market value of the Common Shares at such time over the exercise price. We will be entitled to a deduction in the same amount and at the same time as ordinary income is recognized by the key employee or non-employee director. A subsequent disposition of the Common Shares will give rise to capital gain or loss to the extent the amount realized from the sale differs from the tax basis (i.e., the fair market value of the Common Shares on the date of exercise). This capital gain or loss will be a long-term or short-term capital gain or loss depending on the length of time the Common Shares have been held.


In general, if a key employee holds the Common Shares acquired pursuant to the exercise of an ISO for at least two years from the date of grant and one year from the date of exercise, the key employee will recognize no income or gain as a result of the exercise (except that the alternative minimum tax may apply). Any gain or loss realized by the key employee on the disposition of the Common Shares will be treated as a long-term capital gain or loss. No deduction will be allowed to us. If either of these holding period requirements is not met, then the key employee will recognize ordinary income at the time of the disposition equal to the lesser of: (1) the gain realized on the disposition or (2) the excess of the fair market value of the Common Shares on the date of exercise over the exercise price. We will be entitled to a deduction in the same amount and at the same time as ordinary income is recognized by the key employee. Any additional gain realized by the key employee over the fair market value at the time of exercise will be treated as a capital gain. This capital gain will be a long-term or short-term capital gain depending on the length of time the Common Shares had been held.

Stock Appreciation Rights

The grant of an SAR creates no income tax consequences for the participant or us. Upon exercise of an SAR, the participant will recognize ordinary income equal to the amount of any cash and the fair market value of any Common Shares or other property received, except that if the participant receives an option, shares of restricted stock or performance shares upon exercise of an SAR, recognition of income may be deferred in accordance with the rules applicable to such other awards. We will be entitled to a deduction in the same amount and at the same time as income is recognized by the participant.

Restricted Stock

A participant will not recognize income upon receiving an award of restricted stock under the Plan unless the election described below is made. However, a participant who has not made such an election will recognize ordinary income at the end of the applicable restriction period in an amount equal to the fair market value of the restricted stock at such time. We will be entitled to a corresponding deduction in the same amount and at the same time as the participant recognizes income. Any otherwise taxable disposition of the restricted stock after the end of the applicable restriction period will result in capital gain or loss (long-term or short-term depending on the length of time the restricted stock is held after the end of the applicable restriction period). Dividends paid in cash and received by a participant prior to the end of the applicable restriction period will constitute ordinary income to the participant in the year paid (and will not be eligible for taxation at rates applicable to “qualifying dividends”). We will be entitled to a corresponding deduction for such dividends. Any dividends paid in stock will be treated as an award of additional restricted stock subject to the tax treatment described herein.

A participant may, within 30 days after the date of the award of restricted stock, elect to recognize ordinary income as of the date of the award in an amount equal to the fair market value of such restricted stock on the date of the award. We will be entitled to a corresponding deduction in the same amount and at the same time as the participant recognizes income. If the election is made, any cash dividends received with respect to the restricted stock will be treated as dividend income to the participant in the year of payment (taxable at rates applicable to “qualifying dividends”) and will not be deductible by us. Any otherwise taxable disposition of the restricted stock (other than by forfeiture) will result in capital gain or loss (long-term or short-term depending on the holding period). If the participant who has made an election subsequently forfeits the restricted stock, the participant will not be entitled to deduct any loss. In addition, we would then be required to include as ordinary income the amount of the deduction we originally claimed with respect to such shares.

Restricted Stock Units

The grant of a restricted stock unit will create no income tax consequences to us or the participant. Upon the participant’s receipt of cash and/or shares at the end of the applicable performance or vesting period, the participant will recognize ordinary income equal to the amount of cash and/or the fair market value of the shares received, and we will be entitled to a corresponding deduction in the same amount and at the same time.


Performance Shares

The grant of performance shares will create no income tax consequences for the participant or us. Upon the receipt of Common Shares or other property at the end of the applicable performance period, the participant will recognize ordinary income equal to the fair market value of any Common Shares or other property received. In addition, the participant will recognize ordinary income upon the receipt of cash payments that are based on the amount of dividends paid by us with respect to Common Shares. We will be entitled to a deduction in the same amount and at the same time as income is recognized by the participant.

Incentive Awards

A participant who is paid an incentive award will recognize ordinary income equal to the amount of cash or fair market value of shares paid, and we will be entitled to a corresponding deduction in the same amount and at the same time.

Securities Authorized for Issuance under Equity Compensation Plans

The following table lists certain information about our two stock option plans, our 1995 Equity Incentive Plan and the Plan, both of which were approved by our shareholders. We do not have any equity-based compensation plans that have not been approved by our shareholders.

  
Number of securities
to be issued upon
the exercise of
outstanding options,
warrants and rights		 Weighted-average
exercise price of
outstanding options,
warrants and rights		 Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in the first column)
1,563,000 $15.94 1,352,000

Vote Required

The affirmative vote of a majority of the votes present or represented at the meeting is required for approval of the material terms of the performance goals of the Plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS OF THE PLAN. COMMON SHARES OR CLASS B SHARES REPRESENTED BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED “FOR” THE APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS OF THE PLAN.

POLICIES AND PROCEDURES GOVERNING RELATED PERSON TRANSACTIONS

Our board of directors has adopted written policies and procedures regarding related person transactions. For purposes of these policies and procedures:

•a “related person” means any of our directors, executive officers or nominees for director, any immediate family members of those individuals, and any holders of more than 5% of our Common Shares or Class B Common Shares; and
•a “related person transaction” generally is a transaction (including any indebtedness or a guarantee of indebtedness) in which we were or are to be a participant, the amount involved exceeds $120,000, and in which a related person had or will have a direct or indirect material interest.

Each of our executive officers, directors and nominees for director is required to disclose to our Corporate Governance and Nominating Committeethe company certain information relating to related person transactions for review, approvaltransactions. Any potential related party transaction is first reviewed by the company’s General Counsel, Internal Audit Department or ratification bymanagement to determine, among other items, whether the proposed transaction is on terms at least as favorable as could be obtained from a non-affiliated third party. If approved, the proposed transaction is then submitted to the Corporate Governance and Nominating Committee. Disclosure toCommittee for final approval. Approval by the Corporate Governance and Nominating Committee is required before engaging in, if possible, or as soon as practicable after the executive officer, director or nominee for director becomes aware that he or she has engaged in the related person transaction. The decision of the Corporate Governance and Nominating Committee whether or not to approve or ratify a related person transaction is to be made in light of the Corporate Governance and Nominating Committee’s determination of whether the transaction is in our and our shareholders’ best interests and/or whether the


transaction is on terms at least as favorable as could be obtained from a non-affiliated third party.has potential conflicts of interests. Any related person transaction must be disclosed to our Audit Committee and to our full board of directors.

Pursuant to these policies and procedures, our Corporate Governance and Nominating Committee ratified the following ongoing related person transactions:

We were provided 69 vehicles for use from time to time during fiscal 2023 by Selig Leasing Co., Inc., in respect of which we paid an aggregate of $373,000 to Selig Leasing in fiscal 2023. As in prior years, during fiscal 2016,the amounts we leased automobiles frompaid to Selig Leasing Co., Inc. Aggregate lease payments fromdid not exceed the lease of approximately 80vehicles were $432,000. As in prior years, virtually all of these lease payments represent reimbursement of actual costsout-of-pocket expenses incurred by Selig Leasing to purchase and finance thein providing these vehicles with Selig Leasing retaining approximately $23,000 as an administrative fee.for our use. Allan H. Selig, one of our directors, is the chief executive officer and sole shareholder of Selig Leasing.


We lease a suite and purchase tickets for Milwaukee Brewers baseball games at American Family Field in Milwaukee, Wisconsin, for the benefit of customers, vendors, associates, significant shareholders and charitable purposes. We paid an aggregate of approximately $242,000 to the Milwaukee Brewers Baseball Club, LP in fiscal  2023. Stephen H. Marcus, our chairman of the board, is trustee of a trust that owns a minority equity interest in the Milwaukee Brewers Baseball Club, LP.
We have an administrative services agreement with Marcus Investments, LLC, which is owned by the three sons of Stephen H. Marcus, our chairman, including Gregory S. Marcus, our president and chief executive officer. The agreement provides that Marcus Investments may not invest in businesses that compete with our motion picture theatre exhibition or hotels or resorts businesses. Pursuant to the agreement, we from time to time provide various administrative support services, legal services and related equipment to Marcus Investments in support of its business. Such services are provided solely at our discretion so that the performance of these services does not interfere with or otherwise adversely affect our business or operations. Marcus Investments pays us not less than our fully-allocated direct and indirect costs and expenses for providing any such services. During fiscal 2016,2023, Marcus Investments made aggregate payments to us of $26,000, of which approximately $23,000 was$19,000 for the provision of the aforementioned services. The remaining payments represented reimbursement of certain costs for Marcus Investments that we paid on their behalf. The agreement is subject to annual review and re-approval, by our Corporate Governance and Nominating Committee, which reapproved the agreement in February 2017.2023. Additionally, during fiscal 2016,2023, our theatre division licensed theZaffiro’s pizza recipe and related intellectual property rights from an entity that is owned by Marcus Investments, LLC. During fiscal 2016,2023, we paid such entity approximately $302,000$434,000 in licensing fees. AlsoDuring fiscal 2022 our leased Rochester Cinema location in Rochester, Minnesota was acquired by Berengaria Development, an entity majority-owned by Marcus Investments, LLC, as part of its acquisition of The Shoppes on Maine multi-tenant shopping center. In June 2023 Berengaria Development sold The Shoppes on Maine to an unrelated third-party. Prior to the sale during fiscal 2016,2023, we paid Berengaria Development approximately $565,000 in rent, fees and pass-through tax payments under the terms of an existing lease agreement that commenced in 2007. Lastly, during fiscal 2023 our hotels and resorts division paid approximately $375,000 for mattresses purchased approximately $14,000 of mattresses from Verlo Mattress, an entity that is ownedmajority-owned by Marcus Investments, LLC. That same entity made aggregate payments to us of $50,000Investments.
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OTHER MATTERS
Deloitte & Touche LLP acted as our independent auditors during fiscal 20162023 and fiscal 2022. Representatives from Deloitte & Touche LLP are expected to be present at the Meeting and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate shareholder questions. Deloitte & Touche LLP’s fees for advertisingfiscal 2023 and fiscal 2022 are summarized in the following table:
20232022
Audit Fees(1)
$932,693 $895,000 
Audit-Related Fees(2)
37,500 — 
Tax Fees— — 
All Other Fees(3)
2,000 2,000 
Total Fees$972,193 $897,000 
_____________________
(1)In 2022, we agreed to pay Deloitte & Touche LLP additional fees for auditing work on COVID-19 pandemic-related accounting matters.
(2)In 2023, audit-related fees include fees for services provided in connection with a registration statement filing.
(3)All other fees in 2023 and 2022 consist of fees billed in connection with an accounting research tool subscription.

Our Audit Committee pre-approves the provision of all auditing and non-audit services by our movie theatres.

Our theatreindependent auditors. During our fiscal 2023 and hotelsfiscal 2022, all of the services related to the audit and resorts divisions purchase foodother fees described above were pre-approved by our Audit Committee and beverage products from Gehl Foods. During fiscal 2016, we purchased an aggregatenone were provided pursuant to any waiver of approximately $365,000the pre-approval requirement.

As noted in the Audit Committee Report, our Audit Committee has considered whether Deloitte & Touche LLP’s provision of products from Gehl Foods. Katherine M. Gehl, a director of our company,non-audit services is a director of Gehl Foods.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

compatible with its independence.


Delinquent Section 16(a) Reports

Our directors and executive officers are required to report their ownership of Common Shares and Class B Shares and any changes in that ownership to the SEC and the NYSE. Based upon our review of copies of the reports filed with the SEC and the representations of the persons involved, we believe that all of our directors and executive officers have complied with the requirements for fiscal 2016,2023, except that, as a result of an administrative oversight, Form 4 filings for Gregory S. Marcus, Thomas F. Kissinger and Chad M. Paris relating to the change in our fiscal year: (i) Form 4s in respect of awards of restricted stock granted to directorsgrants made on December 31, 2015 due on January 5, 2016March 7, 2023 were filed late on January 8, 2016; and (ii) Form 4s in respect of awards of common stock granted to directors on May 4, 2016 due on May 6, 2016 were filed late on May 26, 2016. In addition, a Form 4 relating to a transaction by Mr. Selig on May 12, 2016 due May 16, 2016 was filed late on May 17, 2016. In making the above statements, we have relied upon the representations of the persons involved and on copies of their reports filed with the SEC.

March 10, 2023.

OTHER MATTERS

Deloitte & Touche LLP acted as our independent auditors during fiscal 2016. Representatives from Deloitte & Touche LLP are expected to be present at the Meeting and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate shareholder questions. Deloitte & Touche LLP’s fees for fiscal 2016, the Transition Period and fiscal 2015 are summarized in the following table:

   
 2016 Transition
Period		 2015
Audit Fees $600,000  $575,000  $410,000 
Audit-Related Fees(1)  —   —   — 
Tax Fees(2)  —   —   — 
All Other Fees  —   —   — 
Total Fees $600,000  $575,000  $410,000 

(1)Audit-related fees consist of the fees billed for consultation services on various accounting matters.
(2)Tax fees consist of the fees billed for consultation services on various tax matters.

Our Audit Committee pre-approves the provision of all auditing and non-audit services by our independent auditors. During our fiscal 2016, the Transition Period and fiscal 2015, all of the services related to the audit and other fees described above were pre-approved by our Audit Committee and none were provided pursuant to any waiver of the pre-approval requirement.

As noted in the Audit Committee Report, our Audit Committee has considered whether Deloitte & Touche LLP’s provision of non-audit services is compatible with its independence.

We have filed an Annual Report on Form 10-K with the SEC for fiscal 2016,2023, which ended on December 29, 2016.28, 2023. A copy of our Form 10-K (excluding exhibits) has been provided to each person who was a record or beneficial owner of Common Shares or Class B Shares as of the Record Date and is available ononline atwww.proxyvote.comand also through our investor relations website,www.marcuscorp.cominvestors.marcuscorp.com.ExhibitsIn addition, we will provide to the Form 10-K will be furnishedany shareholder, without charge, upon paymentwritten request of the fee described in the list of exhibits accompanying thesuch shareholder, an additional copy of Form 10-K. Requests forsuch Annual Report and a copy of any exhibitsother document referenced in this proxy statement as being available to our Form 10-Ka shareholder upon request. Such requests should be addressed to Thomas F. Kissinger, Senior Executive Vice President, General Counsel and Secretary, The Marcus Corporation, 100 East Wisconsin Avenue, Suite 1900, Milwaukee, Wisconsin 53202-4125.

Our board of directors does not intend to present at the Meeting any matters for shareholder action other than the matters described in the Notice of Annual Meeting. Our board of directors does not know of any other matters to be brought before the Meeting that will require the vote of shareholders. If any other business or matters properly come before the Meeting, the proxies named in the accompanying proxy will vote on such business or matters in accordance with their best judgment.

We did not receive any shareholder proposals for consideration at the Meeting. A shareholder wishing to include a proposal in our proxy statement for our 20182025 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act must forward the proposal to us by November 28, 2017.December 13, 2024. In addition, a shareholder who otherwise intends to present business at our 20182025 Annual Meeting of Shareholders (including nominating persons for election as directors) must comply with the requirements set forth in our By-laws. Among other things, to bring business before an annual meeting, a shareholder must give written notice thereof, complying with the By-laws, to our Secretary not later than 45 days prior to the date in the current year corresponding to the date on which we first mailed our proxy materials for the prior year’s annual meeting.meeting, or, if earlier, the later of (1) the 70th day prior to the 2025 Annual Meeting and (2) the 10th day following
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the day on which public announcement for the date of the 2025 Annual Meeting is first made. Accordingly, if we do not receive notice of a shareholder proposal submitted otherwise than pursuant to Rule 14a-8 prior to February 11, 2018,26, 2025, the notice will be considered untimely and we will not be required to present such proposal at the 20182025 Annual Meeting of Shareholders. If our board of directors chooses to present such proposal at our 20182025 Annual Meeting of Shareholders, the persons named in proxies solicited by the board of directors for the 20182025 Annual Meeting of Shareholders may exercise discretionary voting power with respect to such proposal.

In addition to satisfying the foregoing requirements under the Company’s By-laws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 24, 2025.

We have paid the cost of soliciting proxies. We expect to solicit proxies primarily by mail. Proxies may also be solicited personally and by telephone by certain of our officers and employees. We will reimburse brokers and other holders of record for their expenses in communicating with the persons for whom they hold Common Shares or Class B Shares. We do not intend to specially engage anyone to solicit proxies or to pay special compensation for that purpose, but we reserve the right to do so should we conclude that such efforts are needed.

On Behalf of the Board of Directors
[GRAPHIC MISSING]
Image_3.jpg
Thomas F. Kissinger
Senior Executive Vice President, General Counsel and Secretary

Milwaukee, Wisconsin
March 28, 2017


Annex A

THE MARCUS CORPORATION
2004 EQUITY AND INCENTIVE AWARDS PLAN

Amended and Restated
July 14, 2011

Section 1. Purpose and History.

(a)Purpose.  The purpose of The Marcus Corporation 2004 Equity and Incentive Awards Plan (the “Plan”) is to promote the best interests of The Marcus Corporation (the “Company”) and its shareholders by providing Key Employees and Non-Employee Directors of the Company and its Affiliates with an opportunity to acquire a, or increase their, proprietary interest in the Company or an opportunity to earn incentive compensation on the basis of the Company’s financial performance. It is intended that the Plan will promote (i) continuity of management and increased incentive and personal interest in the welfare of the Company by those Key Employees who are primarily responsible for shaping and carrying out the long-range plans of the Company and securing the Company’s continued growth and financial success and (ii) the achievement of long-term growth and financial success of the Company by attracting and retaining Non-Employee Directors of outstanding competence and by better aligning the personal financial interests of Non-Employee Directors to those of the Company’s shareholders.

(b)History.  The Plan was previously known as The Marcus Corporation 2004 Equity Incentive Plan. Prior to the Effective Date of the Plan, the Company had in effect the 1995 Incentive Plan and 1994 Director Plan, which were originally effective September 28, 1995 and September 29, 1994, respectively. Each of the 1995 Incentive Plan and 1994 Director Plan terminated upon shareholder approval of the Plan on October 6, 2004 and no new awards may be granted under such plans, although outstanding awards granted under the 1995 Incentive Plan and 1994 Director Plan continue to be subject to all terms and conditions of such plan. This Plan was amended and restated by the Board of Directors of the Company as of July 8, 2008. This Plan was again amended and restated by the Board of Directors of the Company and renamed The Marcus Corporation 2004 Equity and Incentive Awards Plan as of July 14, 2011 (the “Board Approval Date”), contingent upon shareholder approval.

Section 2. Definitions.

As used in the Plan, the following terms shall have the respective meanings set forth below:

(a) “Affiliate” shall mean any entity that, directly or through one or more intermediaries, is controlled by, controls, or is under common control with, the Company.

(b) “Award” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Share or Incentive Award granted under the Plan. Any Award granted under this Plan shall be provided or made in such manner and at such time as complies with the applicable requirements of Section 409A of the Code to avoid a plan failure described in Section 409A(a)(1) of the Code, including, without limitation, deferring payment to a specified employee or until a specified distribution event, as provided in Section 409A(a)(2) of the Code.

(c) “Award Agreement” shall mean any written agreement, contract or other instrument or document evidencing any Award.

(d) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. Any reference to a specific provision of the Code includes any successor provision and the regulations promulgated under such provision.

(e) “Commission” shall mean the Securities and Exchange Commission.

(f) “Committee” shall mean the Compensation Committee of the Board of Directors of the Company (or any other committee thereof designated by the Board of Directors of the Company to administer the Plan); provided, however, that the Committee is composed of not less than two directors, each of whom is a “non-employee director” within the meaning of Rule 16b-3 and an “outside director” within the meaning of Section 162(m) of the Code.


(g) “Director” shall mean any individual who is a member of the Board of Directors of the Company.

(h) “Effective Date” shall have the meaning assigned in Section 9.

(i) “Employee” shall mean any full-time or part-time employee of the Company or any of its Affiliates. For purposes of the Plan, an individual whose only employment relationship with the Company or its Affiliates is as a Director shall not be deemed to be an Employee.

(j) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

(k) “Fair Market Value” shall mean, with respect to a Share on a particular date, the last sales price on such date on the national securities exchange on which the Shares are then traded, as reported in The Wall Street Journal, or if no sales of Shares occur on the date in question, on the last preceding date on which there was a sale on such exchange. If the Shares are not listed on a national securities exchange, but are traded in an over-the-counter market, the last sales price (or, if there is no last sales price reported, the average of the closing bid and asked prices) for the Shares on the particular date, or on the last preceding date on which there was a sale of Shares on that market, will be used. If the Shares are neither listed on a national securities exchange nor traded in an over-the-counter market, the price determined by the Committee, in its discretion, will be used. Notwithstanding the foregoing, in the case of the sale of Shares, the actual sale price shall be the Fair Market Value of such Shares. With respect to property other than Shares, Fair Market Value shall mean the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.

(l) “Incentive Award” shall mean the right to receive a cash payment or Stock to the extent Performance Goals are achieved, and shall include “Annual Incentive Awards” as described in Section 6(e)(ii) of the Plan and “Long-Term Incentive Awards” as described in Section 6(e)(iii) of the Plan.

(m) “Incentive Stock Option” shall mean an option to purchase a Share or Shares granted under Section 6(a)(i) of the Plan that meets the requirements of Section 422 of the Code.

(n) “Key Employee” shall mean any officer or other key employee of the Company or of any Affiliate who is responsible for or contributes to the management, growth or profitability of the business of the Company or any Affiliate, or an individual that the Company or an Affiliate has engaged to become such an officer or other key employee, in each case as determined by the Committee in its discretion.

(o) “Non-Employee Director” shall mean any Director who is not otherwise an Employee.

(p) “Non-Qualified Stock Option” shall mean an option to purchase a Share or Shares granted under Section 6(a) of the Plan that is not an Incentive Stock Option.

(q) “Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option.

(r) “Participant” shall mean a Participating Key Employee or a Non-Employee Director.

(s) “Participating Key Employee” shall mean a Key Employee who is granted an Award under the Plan.

(t) “Performance Goals” shall mean any goals the Committee establishes that relate to one or more of the following with respect to the Company or any one or more Affiliates or business units:

(i)Revenues;
(ii)Gross operating profit;
(iii)Operating income;
(iv)Consolidated pre-tax income/earnings (adjusted or unadjusted);
(v)Division pre-tax income/earnings (adjusted or unadjusted);
(vi)Net earnings;
(vii)Earnings per share;
(viii)Earnings before interest, taxes, depreciation and/or amortization (EBITDA) (adjusted or unadjusted);

Milwaukee, Wisconsin
April 12, 2024

(ix)Economic profit;
(x)Operating margins and statistics;
(xi)Average return on invested capital;
(xii)Other financial return and leverage ratios; or
(xiii)Total shareholder return metrics.

As to each Performance Goal, the relevant measurement of performance shall be computed in accordance with generally accepted accounting principles to the extent applicable, but, unless otherwise determined by the Committee, will exclude the effects of the following: (i) charges for reorganizing and restructuring; (ii) discontinued operations; (iii) asset write-downs; (iv) gains or losses on the disposition of a business; (v) changes in tax or accounting principles, regulations or laws; (vi) mergers, acquisitions or dispositions; (vii) impacts on interest expense, preferred dividends and share dilution as a result of debt and capital transactions; and (viii) extraordinary, unusual and/or non-recurring items of income, expense, gain or loss, that, in case of each of the foregoing, the Company identifies in its publicly filed periodic or current reports, its audited financial statements, including notes to the financial statements, or the Management’s Discussion and Analysis section of the Company’s annual report. With respect to any Award intended to qualify as performance-based compensation under Section 162(m) of the Code, such exclusions shall be made only to the extent consistent with Section 162(m) of the Code. To the extent consistent with Section 162(m), the Committee may also provide for other adjustments to Performance Goals in the Award Agreement evidencing any Award at the time the Award is granted. In addition, the Committee may appropriately adjust any evaluation of performance under a Performance Goal to exclude any of the following events that occurs during a performance period: (i) litigation, claims, judgments or settlements; (ii) the effects of changes in other laws or regulations affecting reported results; and (iii) accruals of any amounts for payment under this Plan or any other compensation arrangements maintained by the Company; provided that, with respect to any Award intended to qualify as performance-based compensation under Section 162(m) of the Code, such adjustment may be made only to the extent consistent with Section 162(m) of the Code. Where applicable, the Performance Goals may be expressed, without limitation, in terms of attaining a specified level of the particular criterion or the attainment of an increase or decrease (expressed as absolute numbers, averages and/or percentages) in the particular criterion or achievement in relation to a peer group or other index. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be paid (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur). In addition, in the case of Awards that the Committee determines at the date of grant will not be considered “performance-based compensation” under Section 162(m) of the Code, the Committee may establish other Performance Goals and provide for other exclusions or adjustments not listed in this Plan.

(u) “Performance Period” shall mean, in relation to Performance Shares, any period for which a performance goal or goals have been established.

(v) “Performance Share” shall mean any right granted under Section 6(d) of the Plan that will be paid out as a Share (which, in specified circumstances, may be a Share of Restricted Stock).

(w) “Person” shall mean any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization or government or political subdivision thereof.

(x) “Restricted Stock” shall mean any Share granted under Section 6(c) of the Plan or, in specified circumstances, a Share paid in connection with a Performance Share under Section 6(f) of the Plan.

(y) “Restricted Stock Unit” shall mean the right to receive cash and/or Shares the value of which is equal to the Fair Market Value of one Share.

(z) “Rule 16b-3” shall mean Rule 16b-3 as promulgated by the Commission under the Exchange Act, or any successor rule or regulation thereto.

(aa) “Section 16 Participants” shall mean Participating Key Employees or Non-Employee Directors who are subject to the provisions of Section 16 of the Exchange Act.



46

(bb) “Shares” shall mean shares of common stock of the Company, $1 par value, and such other securities or property as may become subject to the Plan and Awards pursuant to an adjustment made under Section 4(b) of the Plan.

(cc) “Stock Appreciation Right” shall mean any right granted under Section 6(b) of the Plan.

(dd) “1994 Director Plan” shall mean The Marcus Corporation 1994 Nonemployee Director Stock Option Plan.

(ee) “1995 Incentive Plan” shall mean The Marcus Corporation 1995 Equity Incentive Plan.

Section 3. Administration.

(a)The Committee.  The Plan shall be administered by the Committee;provided, however, that if at any time the Committee shall not be in existence, the functions of the Committee as specified in the Plan shall be exercised by those members of the Board of Directors of the Company who qualify as “non-employee directors” under Rule 16b-3 and as “outside directors” within the meaning of Section 162(m) of the Code.

(b)Committee Administration.  Subject to the terms of the Plan and applicable laws and without limitation by reason of enumeration, the Committee shall have full discretionary power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to each Participant (provided that Incentive Stock Options may be granted only to Key Employees); (iii) determine the number of Shares to be covered by (or with respect to which payments, rights or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent and under what circumstances cash, Shares, other Awards and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan (including, without limitation, any Award Agreement); (viii) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (ix) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

(c)Decisions Binding.  Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time or from time to time, and shall be final, conclusive and binding upon all Persons, including the Company, any Affiliate, any Participant, any other holder or beneficiary of any Award, any shareholder and any employee of the Company or of any Affiliate.

(d)Delegation to Other Committees or Officers.  To the extent applicable law permits, the Board of Directors of the Company may delegate to another committee of the Board of Directors of the Company, or the Committee may delegate to one or more officers of the Company, any or all of the authority and responsibility of the Committee; provided, however, that no such delegation is permitted with respect to Awards intended to qualify as performance-based compensation under Section 162(m) of the Code or Awards made to Section 16 Participants at the time any such delegated authority or responsibility is exercised, unless the delegation is to another committee of the Board of Directors of the Company consisting entirely of Non-Employee Directors who also qualify as “outside directors” within the meaning of Section 162(m) of the Code. If the Board of Directors of the Company or the Committee has made such a delegation, then all references to the Committee in this Plan include such other committee or one or more officers to the extent of such delegation.

(e)Indemnification.  The Company will indemnify and hold harmless each member of the Committee, each member of the Board of Directors of the Company that has administered the Plan in the absence of a Committee pursuant to Section 3(a) and each officer or member of any other committee to whom a delegation under Section 3(d) has been made, as to any act done, or determination made, with respect to the





Plan or any Award to the maximum extent that the laws of the State of Wisconsin and the Company’s bylaws permit.

Section 4. Shares Available for Award.

(a)Shares Available.  Subject to adjustment as provided in Section 4(b):

(i)Plan Reserve.  The number of Shares with respect to which Awards may be granted under the Plan shall be 2,913,579 (which represents the total of the 1,413,579 Shares that were available under the Plan on the Effective Date plus an additional 1,500,000 Shares) plus the number of shares as described in Section 4(a)(iii), all of which may be issued pursuant to Incentive Stock Options. The number of Shares covered by an Award under the Plan, or to which such Award relates, shall be counted on the date of grant of such Award against the number of Shares available for granting Awards under the Plan.

(ii)Replenishment of Shares Under this Plan.  If any Award granted under the Plan terminates, expires, lapses or is cancelled for any reason without the issuance of Shares under the Award, the Shares relating to such Award shall become automatically available for issuance pursuant to other Awards under Section 4(a)(i), including issuance as Incentive Stock Options. If Shares are issued under any Award and the Company subsequently reacquires them pursuant to rights reserved upon the issuance of the Shares, or if previously owned Shares or Shares issuable upon exercise of the Award are delivered to the Company in payment of the exercise price of an Award, then such Shares may again be used for new Awards under this Plan under Section 4(a)(i), but such Shares may not be issued as Incentive Stock Options.

(iii)Addition of Shares From Predecessor Plans.  After the Effective Date of the Plan, the number of Shares available for issuance under this Plan, as determined under the first sentence of Section 4(a)(i), shall be increased by the number of Shares subject to awards granted under the 1995 Incentive Plan or 1994 Director Plan that would again become available for new grants under the terms of the 1995 Incentive Plan or 1994 Director Plan, as applicable, if such plans were still in effect. Any such Shares will not be available for future awards under the terms of the 1995 Incentive Plan or 1994 Director Plan, as applicable.

(iv)Sources of Shares Deliverable Under Awards.  Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or of treasury Shares.

(b)Adjustments.  In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event that affects the Shares, the Committee shall, in such manner as it may deem equitable to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan and Awards, adjust any or all of (i) the number and type of Shares subject to the Plan (including the number and type of Shares described in Section 4(a) or Section 5(c)) and which thereafter may be made the subject of Awards (including Incentive Stock Options) under the Plan; (ii) the number and type of Shares subject to outstanding Awards; (iii) the performance goal or goals established under any Award; and (iv) the grant, purchase or exercise price with respect to any Award, or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award;provided, however, in each case, that with respect to Awards of Incentive Stock Options, no such adjustment shall be authorized to the extent that such authority would cause the Plan to violate Section 422(b) of the Code; andprovided further that any such adjustment to an Award that is exempt from Section 409A of the Code shall be made in a manner that permits the Award to continue to be so exempt; andprovided further that any such adjustment with respect to an Award that is subject to Section 409A of the Code shall be made in a manner that complies with the provisions thereof; andprovided further that the number of Shares subject to any Award payable or denominated in Shares shall always be a whole number. Notwithstanding the foregoing, if the Company shall subdivide the Shares or the Company shall declare a dividend payable in Shares, and if no action is taken by the Committee, then the adjustments contemplated by this Section 4(b) that are proportionate shall nevertheless automatically be made as of the date of such subdivision of the Shares or dividend in Shares. The Committee shall be permitted to adjust the Performance Goals of an Award under

THE MARCUS CORPORATION_V_GT20_PRXY_P03942_24(#77646) - PC1 (002)_Page_1.jpg



THE MARCUS CORPORATION_V_GT20_PRXY_P03942_24(#77646) - PC1 (002)_Page_2.jpg

the circumstances set forth in this Section 4(b) only to the extent such discretion does not cause an Award that is intended to qualify as performance-based compensation under Section 162(m) of the Code to lose its status as such.

Section 5. Eligibility; Participant Limitations.

(a)Key Employees.  Any Key Employee, including any executive officer or an Employee who is also a Director of the Company or of any Affiliate, who is not a member of the Committee shall be eligible to be designated a Participating Key Employee.

(b)Non-Employee Directors.  Any Non-Employee Director is eligible to receive Awards under the Plan.

(c)Participant Limitations.  Subject to adjustment as provided in Section 4(b), no Participant may be granted Awards that could result in such Participant:

(i) receiving Options for, and/or Stock Appreciation Rights with respect to, more than 300,000 Shares during any fiscal year of the Company;

(ii) receiving Awards of Restricted Stock and/or Restricted Stock Units relating to more than 300,000 Shares during any fiscal year of the Company;

(iii) receiving, with respect to any Awards of Performance Shares with Performance Periods beginning in the same fiscal year of the Company of an aggregate of more than 300,000 Shares;

(iv) receiving, with respect to an Annual Incentive Award in respect of any single fiscal year of the Company, a cash payment (or grant of Shares or Restricted Stock of equivalent Fair Market Value) of more than $15,000,000; or

(v) receiving, with respect to any Long-Term Incentive Award(s) with performance periods beginning in the same fiscal year of the Company, a cash payment (or grant of Shares or Restricted Stock of equivalent Fair Market Value) of more than an aggregate of $15,000,000.

In all cases, to the extent Section 162(m) of the Code is applicable, determinations under this Section 5(c) should be made in a manner that is consistent with the exemption for performance-based compensation provided by Section 162(m) of the Code.

Section 6. Awards.

(a)Options.

(i)Discretionary Option Awards.  The Committee is hereby authorized to grant Options to Participants with the terms and conditions as set forth below and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine in its discretion.

(1)Exercise Price.  The exercise price per Share of an Option granted pursuant to this Section 6(a)(i) shall be determined by the Committee;provided, however, that such exercise price shall never be less than the Fair Market Value of a Share as determined on the date of grant of such Option, and the date of grant shall not be prior to the date that the Committee approves the grant.

(2)Option Term.  The term of each Option shall be fixed by the Committee;provided, however, that in no event shall the term of any Option exceed a period of ten years from the date of its grant.

(3)Incentive Stock Options.  The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code. Notwithstanding any provision in the Plan to the contrary, no Incentive Stock Option may be granted hereunder after the tenth anniversary of the Board Approval Date. Incentive Stock Options may be granted only to Participating Key Employees.



(ii)Automatic Non-Qualified Stock Option Awards to Non-Employee Directors.

(1)Initial Awards.  Unless otherwise determined by the Committee, on the date of initial election or initial appointment of a Non-Employee Director during the term of the Plan, each such Non-Employee Director shall be automatically granted a Non-Qualified Stock Option to purchase 1,000 Shares.

(2)Annual Awards.  Unless otherwise determined by the Committee, on the final day of each fiscal year of the Company during the term of the Plan, each then serving Non-Employee Director shall be automatically granted a Non-Qualified Stock Option to purchase 500 Shares.

(3)Exercise Price.  The exercise price per Share available for purchase under a Non-Qualified Stock Option granted pursuant to Section 6(a)(ii) shall equal the Fair Market Value of a Share on the date of grant of such Non-Qualified Stock Option.

(b)Stock Appreciation Right Awards.  The Committee is hereby authorized to grant Stock Appreciation Rights to Participants. Subject to the terms of the Plan and any applicable Award Agreement, a Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive for each one Share to which to the Stock Appreciation Right relates, upon exercise thereof, the excess of (i) the Fair Market Value of such Share on the date of exercise over (ii) the grant price of the Stock Appreciation Right as specified by the Committee, which shall not be less than the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right. The date of grant of the Stock Appreciation Right shall not be prior to the date that the Committee approves the grant. Subject to the terms of the Plan, the grant price, term, the number of Shares to which the Stock Appreciation Right relates, methods of exercise, methods of settlement (including whether the Participant will be paid in cash, Shares, other securities, other Awards, or other property or any combination thereof), and any other terms and conditions of any Stock Appreciation Right shall be as determined by the Committee in its discretion; provided that the term of a Stock Appreciation Right shall not exceed a period of ten years from the date of its grant. The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it may deem appropriate, including, without limitation, restricting the time of exercise of the Stock Appreciation Right to specified periods as may be necessary to satisfy the requirements of Rule 16b-3.

(c)Restricted Stock and Restricted Stock Unit Awards.

(i)Issuance.  The Committee is hereby authorized to grant Awards of Restricted Stock and Restricted Stock Units to Participants.

(ii)Restrictions.  Shares of Restricted Stock and Restricted Stock Units granted to Participants shall be subject to such restrictions as the Committee may impose in its discretion (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or a Share underlying a Restricted Stock Unit or the right to receive any dividend or other right or property), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate in its discretion.

(iii)Registration of Restricted Stock.  Any Restricted Stock granted under the Plan to a Participant may be evidenced in such manner as the Committee may deem appropriate in its discretion, including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of Shares of Restricted Stock granted under the Plan to a Participant, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend (as determined by the Committee) referring to the terms, conditions and restrictions applicable to such Restricted Stock.

(iv)Payment of Restricted Stock.  At the end of the applicable restriction period relating to Restricted Stock granted to a Participant, one or more stock certificates for the appropriate number of Shares, free of restrictions imposed under the Plan, shall be delivered to the Participant or, if the Participant received stock certificates representing the Restricted Stock at the time of grant, the legends placed on such certificates shall be removed. Notwithstanding the foregoing, if Restricted Stock is evidenced by book-entry registration, at the end of the applicable restriction period, the lapse of the


restrictions imposed under the Plan may be evidenced by the Company’s transfer agent removing applicable stop-transfer or other restrictions.

(v)Forfeiture.  Except as otherwise determined by the Committee in its discretion, upon termination of employment or service of a Participant (as determined under criteria established by the Committee in its discretion) for any reason during the applicable restriction period, all Shares of Restricted Stock and all Restricted Stock Units still subject to restriction shall be forfeited by the Participant;provided, however, that the Committee may, when it finds that a waiver would be in the best interests of the Company, waive in whole or in part any or all remaining restrictions with respect to Shares of Restricted Stock or Restricted Stock Units held by a Participant.

(vi)Other Terms of Restricted Stock Units.  The Committee will determine all other terms and conditions of Restricted Stock Units, including but not limited to the date on which the Restricted Stock Units will be settled and whether to settle such Restricted Stock Units in cash, in Shares (including Restricted Stock), or in a combination of cash and Shares.

(d)Performance Share Awards.

(i)Issuance.  The Committee is hereby authorized to grant Awards of Performance Shares to Participants.

(ii)Performance Goals and Other Terms.  The Committee shall determine in its discretion the Performance Period, the Performance Goal or Performance Goals to be achieved during any Performance Period, the proportion of payments, if any, to be made for performance between the minimum and full performance levels, the restrictions applicable to Shares of Restricted Stock received upon payment of Performance Shares if Performance Shares are paid in such manner, and any other terms, conditions and rights relating to a grant of Performance Shares.

(iii)Rights and Benefits During the Performance Period.  The Committee may provide that, during a Performance Period, a Participant shall be paid cash amounts, with respect to each Performance Share held by such Participant, in the same manner, at the same time, and in the same amount paid, as a cash dividend on a Share. Participants shall have no voting rights with respect to Performance Shares held by them.

(iv)Adjustments with Respect to Performance Shares.  Any other provision of the Plan to the contrary notwithstanding, with respect to Performance Share Awards that the Committee determines at the date of grant will not be considered “performance-based compensation” under Section 162(m) of the Code, the Committee may in its discretion at any time or from time to time adjust (up or down) Performance Goals and minimum or full performance levels (and any intermediate levels and proportion of payments related thereto), adjust the manner in which Performance Goals are measured, or shorten any Performance Period or waive in whole or in part any or all remaining restrictions with respect to Shares of Restricted Stock issued in payment of Performance Shares, if the Committee determines that conditions, including, without limitation, changes in the economy, changes in competitive conditions, changes in laws or governmental regulations, changes in generally accepted accounting principles, changes in the Company’s accounting policies, acquisitions or dispositions by the Company or its Affiliates, or the occurrence of other unusual, unforeseen or extraordinary events, so warrant. With respect to Performance Share Awards that will or may be considered “performance-based compensation” under Section 162(m) of the Code, the Committee may in its discretion reduce or eliminate compensation or other economic benefit due upon attainment of a Performance Goal if the exercise of such negative discretion does not result in an increase in the amount payable to another Participant under the Plan.

(v)Payment of Performance Shares.  As soon as is reasonably practicable following the end of the applicable Performance Period, appropriate evidence (as determined by the Committee), which may include, without limitation, book-entry registration or issuance of a stock certificate of certificates, of the issuance or transfer of a number of Shares equal to the number of Performance Shares payable shall be delivered to the Participant;provided, however, that any Shares of Restricted Stock payable in


connection with Performance Shares shall, pending the expiration, lapse, or waiver of the applicable restrictions, be evidenced in the manner as set forth in Section 6(c)(iii) hereof.

(e)Incentive Awards.

(i)Authorization.  The Committee is hereby authorized to grant Annual Incentive Awards and Long-Term Incentive Awards to Participants. This Section 6(e) is intended to govern only Incentive Awards that will or may be considered “performance based compensation” within the meaning of Section 162(m) of the Code. Nothing contained in this Section 6(e) shall prevent the Company or any Affiliate from adopting or continuing in effect other compensation arrangements, including other cash-based incentive compensation arrangements.

(ii)Annual Incentive Awards.  Subject to the terms of this Plan, the Committee will determine all terms and conditions of an Annual Incentive Award, including but not limited to the Performance Goals, performance period, the potential amount payable (which shall be denominated as a cash amount or range of cash amounts regardless of the type of payment selected), the type of payment, and the timing of payment, subject to the following: (A) the Committee must require that payment of all or any portion of the amount subject to the Annual Incentive Award is contingent on the achievement or partial achievement of one or more Performance Goals during the period the Committee specifies, although the Committee may specify that all or a portion of the Performance Goals subject to an Award are deemed achieved upon a Participant’s death, disability or a change of control (as defined by the Committee); (B) the performance period must relate to a period of at least one fiscal year of the Company except that, if the Award is made at the time of commencement of employment or service with the Company or on the occasion of a promotion, then the Award may relate to a period shorter than one fiscal year; and (C) payment will be in cash except to the extent that the Committee determines that payment will be made in the form of a grant of Shares or Restricted Stock, either on a mandatory basis or at the election of the Participant, having a Fair Market Value at the time of the grant equal to the amount payable with respect to the Annual Incentive Award; provided, that any such determination by the Committee or election by the Participant must be made in accordance with the requirements of Section 409A of the Code.

(iii)Long-Term Incentive Awards.  Subject to the terms of this Plan, the Committee will determine all terms and conditions of a Long-Term Incentive Award, including but not limited to the Performance Goals, performance period, the potential amount payable (which shall be denominated as a cash amount or range of cash amounts regardless of the type of payment selected), the type of payment, and the timing of payment, subject to the following: (A) the Committee must require that payment of all or any portion of the amount subject to the Long-Term Incentive Award is contingent on the achievement or partial achievement of one or more Performance Goals during the period the Committee specifies, although the Committee may specify that all or a portion of the Performance Goals subject to an Award are deemed achieved upon a Participant’s death, disability or a change of control (as defined by the Committee); (B) the performance period must relate to a period of more than one fiscal year of the Company except that, if the Award is made at the time of commencement of employment or service with the Company or on the occasion of a promotion, then the Award may relate to a shorter period; and (C) payment will be in cash except to the extent that the Committee determines that payment will be made in the form of a grant of Shares or Restricted Stock, either on a mandatory basis or at the election of the Participant, having a Fair Market Value at the time of the grant equal to the amount payable with respect to the Long-Term Incentive Award; provided, that any such determination by the Committee or election by the Participant must be made in accordance with the requirements of Section 409A of the Code.

(f)General.

(i)No Cash Consideration for Awards.  Awards shall be granted to Participants for no cash consideration unless otherwise determined by the Committee.

(ii)Award Agreements.  Each Award shall be evidenced by an Award Agreement in such form (consistent with the terms of the Plan) as shall have been approved by the Committee.


(iii)Awards May Be Granted Separately or Together.  Awards may be granted either alone or in addition to, in tandem with, or in substitution for, any other Award or any award granted under any other plan of the Company or any Affiliate. Awards granted in addition to, or in tandem with, other Awards, or in addition to, or in tandem with, awards granted under any other plan of the Company or any Affiliate, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

(iv)Forms of Payment Under Awards.  Subject to the terms of the Plan and of any applicable Award Agreement, payments or transfers to be made by the Company or an Affiliate upon the grant, exercise, vesting or payment of an Award to a Participant may be made in such form or forms as the Committee shall determine, and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case in accordance with rules and procedures established by the Committee in its discretion. Such rules and procedures shall, to the extent they relate to deferrals, comply with the requirements of Section 409A of the Code in all respects and may include, without limitation, provisions for the payment or crediting of interest on installment or deferred payments.

(v)Method of Exercise.

(1)In General.  The Committee shall determine the method or methods by which, and the form or forms, including, without limitation, cash, Shares, other securities, other Awards, other property or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price, in which payment of the exercise price with respect to any Award may be made or deemed to have been made. Unless the Committee determines that it would not be in the interests of the Company to do so, the total exercise price of any Award shall be payable to the Company in full either (a) in cash; (b) by tendering previously acquired Shares having a Fair Market Value at the time of exercise equal to the total exercise price; (c) by tendering Shares otherwise receivable upon exercise of the Award having a Fair Market Value at the time of exercise equal to the total exercise price; or (d) by any combination of (a), (b) and/or (c).

(2)Automatic Grants of Non-Qualified Stock Options to Non-Employee Directors.  Unless otherwise determined by the Committee, Non-Qualified Stock Options granted to Non-Employee Directors pursuant to Section 6(a)(ii) shall be exercised by the delivery of a written notice of exercise to the Secretary of the Company, setting forth the number of Shares with respect to which the Non-Qualified Stock Option is to be exercised, accompanied by full payment for the Shares. Unless otherwise determined by the Committee, the total exercise price upon exercise of any such Non-Qualified Stock Option shall be payable to the Company in full either (a) in cash; (b) by tendering previously acquired Shares having a Fair Market Value at the time of exercise equal to the total exercise price; (c) by tendering Shares otherwise receivable upon exercise of the Award having a Fair Market Value at the time of exercise equal to the total exercise price; or (d) by any combination of (a), (b) and/or (c).

(vi)Restrictions on Share Transferability.  Shares acquired pursuant to an Award shall be subject to applicable restrictions under applicable federal securities laws, under the requirements of any national securities exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares.

(vii)Non-Transferability of Awards.  Each Award shall not be transferable other than by will or the laws of descent and distribution except that a Participant may, to the extent allowed by the Committee and in a manner specified by the Committee or the Award Agreement, (a) designate in writing a beneficiary to exercise the Award after the Participant’s death and (b) transfer any Award.

(viii)Term of Awards.

(1)In General.  Except as otherwise provided in the Plan, the term of each Award granted to a Participant shall commence on such date and be for such period as shall be determined by the Committee.

(2)Automatic Grants of Non-Qualified Stock Options to Non-Employee Directors.  Unless otherwise determined by the Committee, Non-Employee Directors shall be


entitled to exercise Non-Qualified Stock Options granted pursuant to Section 6(a)(ii) in whole or in part at any time and from time beginning immediately after the date of the grant of the Non-Qualified Stock Option and ending on the date that is the earlier of (a) the date that is ten years from the date of the grant of the Non-Qualified Stock Option or (b) the date that is six months after the termination of such Non-Employee Director’s service for any reason.

(ix)Share Certificates; Representation.  In addition to the restrictions imposed pursuant to Section 6(c) and Section 6(d) hereof, all certificates for Shares delivered, or book-entry registrations, under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the Commission, New York Stock Exchange or any other stock exchange or other market upon which such Shares are then listed or traded, and any applicable federal or state securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. The Committee may require each Participant or other Person who acquires Shares under the Plan by means of an Award originally made to a Participant to represent to the Company in writing that such Participant or other Person is acquiring the Shares without a view to the distribution thereof.

(x)Repricing Prohibited.  Notwithstanding anything in this Plan to the contrary, and except for the adjustments provided in Section 4(b), neither the Committee nor any other person may decrease the exercise price for any outstanding Option or Stock Appreciation Right after the date of grant, cancel an outstanding Option or Stock Appreciation Right in exchange for cash (other than cash equal to the excess of the Fair Market Value of the Shares subject to such Option or Stock Appreciation Right at the time of cancellation over the exercise or grant price for such Shares), or allow a Participant to surrender an outstanding Option or Stock Appreciation Right to the Company as consideration for the grant of a new Option or Stock Appreciation Right with a lower exercise price.

Section 7. Amendment and Termination of the Plan and Awards; Correction of Defects and Omissions.

(a)Amendments to and Termination of the Plan.  The Board of Directors of the Company may at any time amend, alter, suspend, discontinue or terminate the Plan;provided, however, that shareholder approval of any amendment of the Plan shall also be obtained if otherwise required by (i) the Code or any rules promulgated thereunder (in order to allow for Incentive Stock Options to be granted under the Plan), (ii) the listing requirements of the New York Stock Exchange or any other principal securities exchange or market on which the Shares are then traded (in order to maintain the listing of the Shares thereon) or (iii) any other applicable law. Shareholders also must approve any of the following Plan amendments: (x) an amendment to materially increase any number of Shares specified in Section 4(a) or Section 5(c) (except as permitted by Section 4(b)); or (y) an amendment to the provisions of Section 6(f)(x). Termination of the Plan shall not affect the rights of Participants with respect to Awards previously granted to them, the authority of the Board of Directors of the Company under this Section 7(a) or the authority of the Committee to administer the Plan under Section 3, and all unexpired Awards shall continue in force and effect after termination of the Plan except as they may lapse or be terminated by their own terms and conditions.

(b)Amendment, Modification or Cancellation of Awards.  Except as provided in Section 6(f)(x) and subject to the requirements of this Plan, the Committee may modify or amend any Award, or waive any restrictions or conditions applicable to any Award or the exercise of the Award, or amend, modify or cancel any terms and conditions applicable to any Award, in each case by mutual agreement between the Committee and the Participant or any other person(s) as may then have an interest in the Award, so long as any such action does not increase the number of Shares issuable under this Plan (except as permitted by Section 4(b)), but the Committee need not obtain Participant (or other interested party) consent for any such action that is permitted by the provisions of Section 4(b) or for any such action: (i) to the extent the action is deemed necessary by the Committee to comply with any applicable law or the listing requirements of any principal securities exchange or market on which the Shares are then traded; (ii) to the extent the action is deemed necessary by the Committee to preserve favorable accounting or tax treatment of any Award for the Company; or (iii) to the extent the Committee determines that such action does not materially and adversely


affect the value of an Award or that such action is in the best interest of the affected Participant or any other person(s) as may then have an interest in the Award.

(c)Correction of Defects, Omissions and Inconsistencies.  The Committee may in its discretion correct any defect, supply any omission or reconcile any inconsistency in any Award or Award Agreement in the manner and to the extent it shall deem desirable to carry the Award or the Plan into effect.

Section 8. General Provisions.

(a)No Rights to Awards.  No Participant or other Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each Participant.

(b)Withholding.  No later than the date as of which an amount first becomes includable in the gross income of a Participating Key Employee for federal income tax purposes with respect to any Award under the Plan, the Participating Key Employee shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Committee, withholding obligations arising with respect to Awards to Participating Key Employees under the Plan may be settled with Shares previously owned by the Participating Key Employee and/or with Shares that are part of or are otherwise receivable upon exercise of the Award. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company and any Affiliate shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Participating Key Employee. The Committee may establish such procedures as it deems appropriate for the settling of withholding obligations with Shares.

(c)No Limit on Other Compensation Arrangements.  Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.

(d)Rights and Status of Recipients of Awards.  The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Company or any Affiliate, or the right to continue as a Director. Further, the Company or any Affiliate may at any time dismiss a Participant from employment or service, free from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement. Except for rights accorded under the Plan and under any applicable Award Agreement, Participants shall have no rights as holders of Shares as a result of the granting of Awards hereunder.

(e)Employment and Service.  Unless determined otherwise by the Committee, for purposes of the Plan and all Awards, the following rules shall apply:

(i) A Key Employee who transfers employment between the Company and an Affiliate, or between Affiliates, will not be considered to have terminated employment;

(ii) A Director who ceases to be a Non-Employee Director because he or she becomes an employee of the Company or an Affiliate shall not be considered to have ceased service as a Non-Employee Director with respect to any Award until such Participant’s termination of employment with the Company and its Affiliates;

(iii) A Participant who ceases to be employed by the Company or an Affiliate and immediately thereafter becomes a Non-Employee Director, a non-employee director of an Affiliate, or a consultant to the Company or any Affiliate shall not be considered to have terminated employment until such Participant’s service as a director of, or consultant to, the Company and its Affiliates has ceased; and

(iv) A Participant employed by an Affiliate will be considered to have terminated employment when such entity ceases to be an Affiliate.

Notwithstanding the foregoing, with respect to an Award that is considered deferred compensation subject to Section 409A of the Code, if a Participant’s termination of employment or service triggers the payment of


compensation under such Award, then the Participant will be deemed to have terminated employment or service upon the Participant’s “separation from service” within the meaning of Section 409A of the Code, and payment will be delayed for six months if the Participant is a “specified employee” within the meaning of Section 409A of the Code.

(f)Unfunded Status of the Plan.  Unless otherwise determined by the Committee, the Plan shall be unfunded and shall not create (or be construed to create) a trust or a separate fund or funds. The Plan shall not establish any fiduciary relationship between the Company or the Committee and any Participant or other Person. To the extent any Person holds any right by virtue of a grant under the Plan, such right (unless otherwise determined by the Committee) shall be no greater than the right of an unsecured general creditor of the Company.

(g)Governing Law.  The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the internal laws of the State of Wisconsin and applicable federal law. Any legal action or proceeding with respect to the Plan, any Award or any Award Agreement, may be heard only in a “bench” trial, and any party to such action or proceeding shall agree to waive its right to a jury trial.

(h)Limitations on Actions.  Any legal action or proceeding with respect to the Plan, any Award or any Award Agreement, must be brought within one year after the day the complaining party first knew or should have known of the events giving rise to the complaint.

(i)Severability.  If any provision of the Plan or any Award Agreement or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify the Plan, any Award Agreement or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan, any Award Agreement or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan, any such Award Agreement and any such Award shall remain in full force and effect.

(j)No Fractional Shares.  No fractional Shares or other securities shall be issued or delivered pursuant to the Plan, any Award Agreement or any Award, and the Committee shall determine (except as otherwise provided in the Plan) whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Shares or other securities, or whether such fractional Shares or other securities or any rights thereto shall be canceled, terminated or otherwise eliminated.

(k)Headings.  Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

(l)No Guarantee of Tax Treatment.  Notwithstanding any provision of this Plan to the contrary, the Company does not guarantee to any Participant or any other person(s) with an interest in an Award that (i) any Award intended to be exempt from Section 409A of the Code shall be so exempt, (ii) any Award intended to comply with Section 409A of the Code or Section 422 of the Code shall so comply, or (iii) any Award shall otherwise receive a specific tax treatment under any other applicable tax law, nor in any such case will the Company or any Affiliate be required to indemnify, defend or hold harmless any individual with respect to the tax consequences of any Award.

(m)Requirements of Law and Securities Exchange.  The granting of Awards and the issuance of Shares in connection with an Award are subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required. Notwithstanding any other provision of this Plan or any award agreement, the Company has no liability to deliver any Shares under this Plan or make any payment unless such delivery or payment would comply with all applicable laws and the applicable requirements of any securities exchange or similar entity, and unless and until the Participant (or such other Person having a right with respect to the Participant’s Award) has taken all actions required by the Company in connection therewith. The Company may impose such restrictions on any Shares issued under the Plan as the Company determines necessary or desirable to comply


with all applicable laws, rules and regulations or the requirements of any national securities exchanges. Notwithstanding any provision of this Plan or any document pertaining to Awards granted hereunder to the contrary, this Plan shall be so construed, interpreted and administered to meet the applicable requirements of Section 409A of the Code to avoid a plan failure described in Section 409A(a)(1) of the Code.

Section 9. Effective Date of the Plan.

The Plan became effective on October 6, 2004, the date the Plan was initially adopted by the shareholders (“Effective Date”).

Section 10. Term of the Plan.

No Award shall be granted under the Plan following the tenth anniversary of the Board Approval Date. However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date and, to the extent set forth in the Plan, the authority of the Committee to amend, alter, adjust, suspend, discontinue or terminate any such Award, or to waive any conditions or restrictions with respect to any such Award, and the authority of the Board of Directors of the Company to amend the Plan, shall extend beyond such date.


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