Pay vs Performance Disclosure, Table


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)
2025	$	4,840,339	$	311,764	$	1,463,788	$	691,147	$	121.98	$	173.51	$	12,691	$	99,268
2024	7,192,998		10,825,289		1,645,932		2,213,182		167.75		197.25		(7,787)		102,407
2023	4,784,595		3,836,963		1,270,937		1,103,044		111.37		105.35		14,794		108,723
2022	3,519,294		2,860,630		1,134,366		1,004,068		106.35		68.23		(11,972)		85,074
2021	3,834,147		4,721,255		1,585,182		1,762,217		133.16		107.44		(43,293)		35,080

Company Selected Measure Name

Adjusted EBITDA

Named Executive Officers, Footnote

The dollar amounts reported represent the amount of total compensation reported for Mr. Marcus, who served as our PEO in 2021, 2022, 2023, 2024 and 2025, for each corresponding fiscal year in the “Total” column of the Summary Compensation Table. Refer to “Summary Compensation Table” for more information.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 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; (c) for 2023, Stephen H. Marcus, Chad M. Paris, Thomas F. Kissinger, Mark A. Gramz and Michael R. Evans; and (d) for 2024 and 2025, 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 and Mr. Gramz was appointed President of Marcus Theatres effective October 1, 2022. Mr. Stephen H. Marcus retired from his position as Chairman effective May 23, 2023. Messrs. Gramz and Evans were appointed executive officers on May 31, 2023.

Peer Group Issuers, Footnote

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%).

PEO Total Compensation Amount

$ 4,840,339

$ 7,192,998

$ 4,784,595

$ 3,519,294

$ 3,834,147

PEO Actually Paid Compensation Amount

$ 311,764

10,825,289

3,836,963

2,860,630

4,721,255

Adjustment To PEO Compensation, Footnote

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 2021, 2022, 2023, 2024 and 2025. 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:


	PEO
	2021		2022		2023		2024		2025
Summary Compensation Table Total	$	3,834,147	$	3,519,294	$	4,784,595	$	7,192,998	$	4,840,339
Deductions(a)
Deduction for amounts reported in the "Stock Awards" column in the Summary Compensation Table	(905,466)		(601,965)		(674,356)		(4,861,584)		(2,047,408)
Deduction for amounts reported in the "Option Awards" column in the Summary Compensation Table	(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	(5,490)		(6,414)		(658,888)		(220,473)		(605,700)
Equity - Change in Fair Value (Increases/Deductions)(b)
Year-end fair value of current year equity awards	1,763,988		1,419,015		1,710,577		7,108,920		1,501,089
Year-over-year change in fair value of outstanding and unvested equity awards	725,441		(635,785)		(75,435)		1,682,027		(2,781,296)
Year-over-year change in fair value of equity awards granted in prior years that vested in the year	211,461		(50,995)		115,086		(76,599)		(595,260)
Increase for service cost and prior service cost for pension plans	418,000		397,000		—		—		—
Compensation Actually Paid	$	4,721,255	$	2,860,630	$	3,836,963	$	10,825,289	$	311,764

	Average for Non-PEO NEOs
	2021		2022		2023		2024		2025
Summary Compensation Table Total	$	1,585,182	$	1,134,366	$	1,270,937	$	1,645,932	$	1,463,788
Deductions(a)
Deduction for amounts reported in the "Stock Awards" column in the Summary Compensation Table	(282,217)		(125,658)		(116,654)		(762,776)		(515,076)
Deduction for amounts reported in the "Option Awards" column in the Summary Compensation Table	(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	(42,487)		(4,667)		(135,048)		(102,003)		(58,170)
Equity - Change in Fair Value (Increases/Deductions)(b)
Year-end fair value of current year equity awards	511,428		264,822		295,871		1,106,158		377,637
Year-over-year change in fair value of outstanding and unvested equity awards	184,654		(99,092)		(10,188)		327,637		(464,460)
Year-over-year change in fair value of equity awards granted in prior years that vested in the year	61,297		(39,743)		11,772		(10,935)		(117,224)
Increase for service cost and prior service cost for pension plans	102,223		80,456		22,370		9,169		4,652
Compensation Actually Paid	$	1,762,217	$	1,004,068	$	1,103,044	$	2,213,182	$	691,147

(a)The grant date fair value of equity awards represents the total of the amounts reported in the “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.

Non-PEO NEO Average Total Compensation Amount

$ 1,463,788

1,645,932

1,270,937

1,134,366

1,585,182

Non-PEO NEO Average Compensation Actually Paid Amount

$ 691,147

2,213,182

1,103,044

1,004,068

1,762,217

Adjustment to Non-PEO NEO Compensation Footnote


	PEO
	2021		2022		2023		2024		2025
Summary Compensation Table Total	$	3,834,147	$	3,519,294	$	4,784,595	$	7,192,998	$	4,840,339
Deductions(a)
Deduction for amounts reported in the "Stock Awards" column in the Summary Compensation Table	(905,466)		(601,965)		(674,356)		(4,861,584)		(2,047,408)
Deduction for amounts reported in the "Option Awards" column in the Summary Compensation Table	(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	(5,490)		(6,414)		(658,888)		(220,473)		(605,700)
Equity - Change in Fair Value (Increases/Deductions)(b)
Year-end fair value of current year equity awards	1,763,988		1,419,015		1,710,577		7,108,920		1,501,089
Year-over-year change in fair value of outstanding and unvested equity awards	725,441		(635,785)		(75,435)		1,682,027		(2,781,296)
Year-over-year change in fair value of equity awards granted in prior years that vested in the year	211,461		(50,995)		115,086		(76,599)		(595,260)
Increase for service cost and prior service cost for pension plans	418,000		397,000		—		—		—
Compensation Actually Paid	$	4,721,255	$	2,860,630	$	3,836,963	$	10,825,289	$	311,764

	Average for Non-PEO NEOs
	2021		2022		2023		2024		2025
Summary Compensation Table Total	$	1,585,182	$	1,134,366	$	1,270,937	$	1,645,932	$	1,463,788
Deductions(a)
Deduction for amounts reported in the "Stock Awards" column in the Summary Compensation Table	(282,217)		(125,658)		(116,654)		(762,776)		(515,076)
Deduction for amounts reported in the "Option Awards" column in the Summary Compensation Table	(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	(42,487)		(4,667)		(135,048)		(102,003)		(58,170)
Equity - Change in Fair Value (Increases/Deductions)(b)
Year-end fair value of current year equity awards	511,428		264,822		295,871		1,106,158		377,637
Year-over-year change in fair value of outstanding and unvested equity awards	184,654		(99,092)		(10,188)		327,637		(464,460)
Year-over-year change in fair value of equity awards granted in prior years that vested in the year	61,297		(39,743)		11,772		(10,935)		(117,224)
Increase for service cost and prior service cost for pension plans	102,223		80,456		22,370		9,169		4,652
Compensation Actually Paid	$	1,762,217	$	1,004,068	$	1,103,044	$	2,213,182	$	691,147

(b)The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

Compensation Actually Paid vs. Total Shareholder Return

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 31, 2020 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.

Compensation Actually Paid vs. Company Selected Measure

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.

Tabular List, Table


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”)

Total Shareholder Return Amount

$ 121.98

167.75

111.37

106.35

133.16

Peer Group Total Shareholder Return Amount

173.51

197.25

105.35

68.23

107.44

Net Income (Loss)

$ 12,691,000

$ (7,787,000)

$ 14,794,000

$ (11,972,000)

$ (43,293,000)

Company Selected Measure Amount

99,268,000

102,407,000

108,723,000

85,074,000

35,080,000

PEO Name

Mr. Marcus

Measure:: 1

Non-GAAP Measure Description

Adjusted EBITDA

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):


	2021		2022		2023		2024		2025
Net income (loss) attributable to The Marcus Corporation	$	(43.3)	$	(12.0)	$	14.8	$	(7.8)	$	12.7
Add (deduct):
Investment income	(0.6)		—		(2.4)		(2.2)		(0.9)
Interest expense	18.7		15.3		12.7		11.0		11.5
Other expense (income)	2.5		2.1		1.8		1.5		(2.8)
(Gain) loss on disposition of property, equipment and other assets	(3.2)		(1.1)		—		0.4		(0.6)
Gain on sale of hotel	—		(6.3)		—		—		—
Equity losses from unconsolidated joint ventures, net	0.1		0.1		0.1		0.6		0.6
Net earnings attributable to noncontrolling interests	—		2.9		—		—		—
Income tax expense (benefit)	(15.7)		7.1		6.9		(2.4)		(4.0)
Depreciation and amortization	72.1		67.1		67.3		68.0		70.2
Share-based compensation expenses(a)	9.3		8.2		6.4		8.2		7.5
Property closure/reopening expenses(a)	—		—		—		—		—
Impairment charges(a)	5.8		1.5		1.1		6.8		5.2
Theatre exit costs(a)	—		—		—		0.1		0.1
Government grants and federal tax credits(a)	(10.7)		—		—		—		—
Insured losses (recoveries)(a)	—		—		—		0.2		(0.2)
Debt conversion expense(a)	—		—		—		15.5		—
Other non-recurring(a)	—		—		—		2.5		—
Adjusted EBITDA	$	35.1	$	85.1	$	108.7	$	102.4	$	99.3

(a) See “Adjusted EBITDA” in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the fiscal 2025 Form 10-K for further discussion of reconciling items.

Measure:: 2

Return on Invested Capital (“ROIC”)

Measure:: 3

Adjusted Pretax Income (“API”)

Measure:: 4

PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table

Adjusted Division Income (“ADI”)

PEO | Aggregate Pension Adjustments Service Cost

$ (605,700)

$ (220,473)

$ (658,888)

$ (6,414)

$ (5,490)

PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

397,000

418,000

PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

1,501,089

7,108,920

1,710,577

1,419,015

1,763,988

PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

(2,781,296)

1,682,027

(75,435)

(635,785)

725,441

PEO | Aggregate Grant Date Fair Value of Stock Award Amounts Reported in Summary Compensation [Member]

(595,260)

(76,599)

115,086

(50,995)

211,461

PEO | Aggregate Grant Date Fair Value of Option Award Amounts Reported in Summary Compensation [Member]

(2,047,408)

(4,861,584)

(674,356)

(601,965)

(905,466)

Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table

(1,364,616)

(1,179,520)

(1,320,826)

Non-PEO NEO | Aggregate Pension Adjustments Service Cost

(58,170)

(102,003)

(135,048)

(4,667)

(42,487)

Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

4,652

9,169

22,370

80,456

102,223

Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

377,637

1,106,158

295,871

264,822

511,428

Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

(464,460)

327,637

(10,188)

(99,092)

184,654

Non-PEO NEO | Aggregate Grant Date Fair Value of Stock Award Amounts Reported in Summary Compensation [Member]

(117,224)

(10,935)

11,772

(39,743)

61,297

Non-PEO NEO | Aggregate Grant Date Fair Value of Option Award Amounts Reported in Summary Compensation [Member]

(515,076)

(762,776)

(116,654)

(125,658)

(282,217)