Form 4: Marcus Corp Director Reports Future Equity Grant
Insider Transaction Report
Diane M. Gershowitz, a Director and 10% owner of The Marcus Corporation, reported a future restricted stock acquisition and detailed extensive beneficial ownership.
Summary
- Diane M. Gershowitz, a Director and 10% owner of The Marcus Corporation (MCS), reported the future acquisition of 4,174 shares of Common Stock.
- This acquisition is a grant of restricted stock, scheduled for December 31, 2025, with a transaction price of $0.
- The restricted stock is set to vest 50% after the second anniversary and 100% after the fourth anniversary of the grant date.
- Following this transaction, Ms. Gershowitz will directly own 38,219 shares of Common Stock and indirectly own 175,617.223 shares via DG-LDJ Holdings, LLC.
- The filing also details her holdings of various stock options with exercise prices ranging from $14.25 to $38.51 and expiration dates up to December 28, 2033.
- Additionally, Ms. Gershowitz holds Class B Common Stock, which is convertible 1-for-1 into Common Stock, carries 10 votes per share (compared to 1 vote for Common Stock), is immediately exercisable, and has no expiration date.
- Her Class B Common Stock holdings include 25 shares directly, 1,915,592 shares indirectly via DG-LDJ Holdings, LLC, 131,506 shares indirectly as a trustee for her brother's children, and 50,845 shares indirectly via The Ben and Celia Marcus 1992 Revocable Trust F/B/O Diane M. Gershowitz.
Sentiment
Score: 5
Explanation: The filing is a routine disclosure of beneficial ownership changes and equity grants to a director, which is generally neutral in sentiment. It reflects ongoing compensation practices and insider holdings without indicating significant positive or negative operational or financial news.
Positives
- A director and 10% owner is receiving additional equity (restricted stock), which generally aligns her interests with long-term shareholder value.
- The grant of restricted stock at a $0 price indicates it is part of an equity compensation plan, often used to incentivize long-term commitment and retention.
Future Outlook
The restricted stock granted on December 31, 2025, will vest 50% after its second anniversary and 100% after its fourth anniversary, indicating future equity accumulation for the reporting person.
Industry Context
This filing is a standard insider transaction report and does not provide broader industry context. Equity grants to directors are common practice across industries to align interests and incentivize long-term performance.
Comparison to Industry Standards
- The grant of restricted stock and stock options to a director is a common form of executive and director compensation across various industries.
- This filing does not provide specific comparative data against peer companies in the entertainment and hospitality sectors (e.g., AMC Entertainment, Cinemark Holdings, Hilton Worldwide, Marriott International) regarding the size of the grant, vesting schedules, or option exercise prices to assess if they are within industry norms or represent an outlier.
Related Party Transactions
- Indirect beneficial ownership of Common Stock and Class B Common Stock is held through DG-LDJ Holdings, LLC.
- Indirect beneficial ownership of Class B Common Stock is held as a trustee for brother's children.
- Indirect beneficial ownership of Class B Common Stock is held through The Ben and Celia Marcus 1992 Revocable Trust F/B/O Diane M. Gershowitz.
Stakeholder Impact
- Shareholders: The grant of restricted stock to a director and 10% owner aligns management's interests with long-term shareholder value. The significant Class B Common Stock holdings (10 votes per share) indicate substantial voting power held by the reporting person and related entities, which could influence corporate decisions.
Next Steps
- The restricted stock granted on December 31, 2025, will vest 50% after its second anniversary (December 31, 2027) and 100% after its fourth anniversary (December 31, 2029).
Key Dates
| Date | Description |
|---|---|
| 12/29/2016 | Date exercisable for a stock option with an expiration date of 12/29/2026. |
| 12/28/2017 | Date exercisable for a stock option with an expiration date of 12/28/2027. |
| 12/27/2018 | Date exercisable for a stock option with an expiration date of 12/27/2028. |
| 12/26/2019 | Date exercisable for a stock option with an expiration date of 12/26/2029. |
| 12/30/2021 | Date exercisable for a stock option with an expiration date of 12/30/2031. |
| 12/29/2022 | Date exercisable for a stock option with an expiration date of 12/29/2032. |
| 12/28/2023 | Date exercisable for a stock option with an expiration date of 12/28/2033. |
| 12/31/2025 | Date of earliest transaction (restricted stock grant). |
| 01/05/2026 | Signature date of the reporting person's attorney-in-fact. |
| 12/29/2026 | Expiration date for a stock option. |
| 12/28/2027 | Expiration date for a stock option. |
| 12/27/2028 | Expiration date for a stock option. |
| 12/26/2029 | Expiration date for a stock option. |
| 12/30/2031 | Expiration date for a stock option. |
| 12/29/2032 | Expiration date for a stock option. |
| 12/28/2033 | Expiration date for a stock option. |
Keywords
Marcus Corporation, MCS, SEC Form 4, Beneficial Ownership, Restricted Stock, Stock Options, Class B Common Stock, Director Compensation, Equity Grant, Insider Trading Report
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