‘The Holdovers’ Producer Mark Johnson on the Anxieties of Trusting a Director: “The Process Works, but It’s as Frustrating as Can Be”

Mark Johnson is a veteran producer who won a best picture Oscar in 1989 for Rain Man, one of many collaborations with director Barry Levinson (the pair earned a second best picture nom in 1992 for Bugsy). Just over three decades later, Johnson earned his third Oscar nomination for Focus Features’ The Holdovers, his second film with director Alexander Payne following 2017’s Downsizing.

Set in 1970 over Christmas break at a tony New England boarding school, The Holdovers stars Oscar nominee Paul Giamatti as history teacher Paul Hunnam, who must look after the angsty Angus (newcomer Dominic Sessa) as he cannot travel home to be with family for the holiday. Added to the lonely trio is Oscar nominee Da’Vine Joy Randolph’s Mary Lamb, the school’s grieving cook who recently lost her son in Vietnam. 

“I honestly don’t think I’ve ever had anything have the same reverberations as this,” says Johnson, who adds that he’ll hear from “five or six people” at the end of a weekend who have recently watched — and loved — the film. Here, he looks back on production and explains why the project, which was sold to distributor Focus Features a year before its release, was worth the wait.

When did you join this project?

Alexander and I have known each other for a while, and he asked me if I would produce Downsizing, which I did. He and I are very proud of it, but I don’t think he wants to repeat that experience. He was not crazy about visual effects and things like that. But we get along very well and work very seamlessly together. Neither one of us is very mercurial, and things somehow happened to get taken care of. I fooled him enough that he said, “Why don’t you come produce this one?” He showed me The Holdovers script well over a year before we actually started shooting it. And one of the hallmarks of his pre-production [process] is the amount of time he spends on the script. And it’s never quite done, and so on. 

Do you remember the big changes in the script between when you first read it and when shooting began?

One of the characters that really benefited the most from this time was probably Mary, who became more and more important to the movie. I’m sort of an anxious producer. I’d get a draft and say, “This is a great, let’s go make it.” And he’d say, “No, we’re gonna work on it a little bit more.” There’s a scene that I’ve always loved in All That Jazz, when Joe Gideon [the Bob Fosse-inspired protagonist played by Roy Scheider] is cutting together a movie and one of his beleaguered producers says, “Oh my God, the studio’s yelling at me.” And Gideon says, “Yeah, but let me show you another cut.” And he shows it to him, the producer looks at it and basically says, “Goddammit, it is better.” The process works, but it’s as frustrating as can be. 

There are three stages in filmmaking for Alexander that are really sacred. One is the the development stage — how long it takes to get a script right. The other is having enough shooting days; there are people who could shoot his movies in less time than he, but he needs that time to work for him. And then thirdly, editing. He takes longer than most directors. But the proof is in the pudding. He’s right on all three. 

Focus Features bought the film in 2022, over a year before the film was released. Did that offer Alexander more time to tinker with it?

There are very few filmmakers who wouldn’t continue to edit their films up until release. There are famous stories of people cutting negatives in the old days the day before the movie was released. But yes, it allowed him to screen it, to show it to some family friends and [make changes]. It may be just something like the tone of the snow is too low, we need to bring it up or whatever. And of course, at one point you lock the movie. And in theory, it’s locked. But you can always change it up until when you have to release it. We did make some changes when everybody thought we were done. 

Speaking of the snow: I imagine filming a movie set during a New England winter could be a producer’s nightmare. 

Exactly. We could have shot it in August, and it would have cost us a fortune to put snow in it — and I’m not sure it ever would have looked real. 

I’ve read that people have told you they recognized their own boarding school, that they went to the fictional Barton Academy. But it was actually several schools Frankenstein-ed into one location for the film. Has that been common practice in your producing career?

The second film I produced was The Natural, and there’s a very simple scene where Glenn Close’s character is looking out a window, and Robert Redford is walking down the sidewalk. Well, we shot Glenn at the window in Buffalo, New York. Six months later, we shot Robert on the sidewalk in Venice, California. It’s the fun trickery you can do in film. 

Barton Academy doesn’t exist. There were six, or maybe seven, different schools. At one point we’re going to shoot a lot at one particular school, at Groten School, and then for a variety of reasons [the administrators] decided against it. It was during COVID, so a bunch of strangers in the school probably didn’t appeal to them. 

This was obviously a reunion for Payne and Paul Giamatti, having worked together on Sideways. While Da’Vine Joy Randolph is not exactly a newcomer, this feels like her breakout role. And of course, there’s Dominic Sessa, who had never been in a film before. What has it been like to see Da’Vine and Dominic get this attention for their performances?

When we started shooting, we were doing scenes in the dormitory while we were at Dominic’s actual school. He stayed there, and he slept in his dorm. Why go somewhere else, right? He’s remarkable. He’s so good in the film, and I’m not sure he knows it — it certainly hasn’t gone to his head. Honestly, going into it, we knew how good his screen test was, but was he going to be able to do it over a 45-day shooting schedule? Was he going to be able to do it with 75 people and a camera looking down his tonsils? He stood up and did it, and he was quite remarkable. 

Alexander introduced me to Da’Vine and reminded me that I’d seen her in Dolomite Is My Name. She’s known mostly for comedy. She really invented Mary; that accent that she came up with in the film was really hers. We didn’t know what she would sound like. The three of them are so very much like the characters they play. None of them had a partner or anybody who came and visited. They were there and came to work and did what was required of them. And it’s just wonderful to watch them become a family on film and behind the scenes.

When you were making this, did you have any idea that you might be adding to the canon of Christmas films? Because this feels like the sort of movie people will return to each year.

Your hope is that everybody sees it. But no, it never even occurred to me. When you’re making something, you just want it to be good. You want it to be entertaining. Years ago when we’re doing Rain Man, some crew member turned to me in the middle of a shot and said, “You know, this movie is gonna win an Oscar.” I remember thinking, “I can’t even begin to think about that. I’m worried that it’s in focus.”

Interview edited for length and clar