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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.  )
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Six Flags Entertainment Corporation
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March 23, 2021
Dear Fellow Stockholders:
This past year has been exceptionally challenging as the world contends with a pandemic that has upended all our lives. We are grateful for the first responders who keep us safe and for those who provide the basic services that we all count on every day. We are proud that Six Flags has been able to make a difference in the communities we serve by hosting vaccination sites and testing locations, as well as by donating to food banks for those in need. Our talented team members demonstrated their dedication, perseverance, and resilience as they found ways to entertain millions of guests by operating our parks at the highest levels of safety and cleanliness. In so doing, they helped families and friends connect, lifted morale, and made our guests’ days brighter during a difficult time.
While 2020 had its challenges, it also encouraged us to reflect on our purpose and on our core values. We know our guests continue to want to ride our thrilling roller coasters and eat our delicious funnel cakes, making memories with family and friends that will last a lifetime—they just want the process to be easier. Therefore, we have embarked upon a transformation agenda to modernize the guest experience and to operate more efficiently by leveraging technology in every aspect of what we do. Throughout 2020, we made significant progress on this agenda. We continue to take strategic steps in running our parks to best position them for future growth. We are today evolving, growing, and reinventing ourselves by constantly challenging the status quo, being visionary in our thinking, and taking bold, smart moves. We see tremendous opportunity to create even more innovative and differentiated park experiences for our guests.
Our strategy focuses on strengthening our core business in order to drive long-term profitable growth and represents an evolution of the Company’s strategy rather than a departure from it. We will be doing many of the same things we did in the past, but we will endeavor to do them better. Above all, our future actions will prioritize building a guest-centric culture. We are building an inclusive, agile, and capable team that understands the importance of accountability and transparency as we seek to build financial excellence. The key performance indicators we will use to measure the success of our strategy will be attendance, revenue, operating expense ratio, and Adjusted EBITDA. This updated operating approach and strategic direction is discussed in greater detail in our 2020 Annual Report.
Our strategy is to create thrilling, memorable experiences within our portfolio of regional theme parks, delivered by a diverse and empowered team, through industry-leading technology. Our company’s portfolio of parks and rides, our enduring brand, and our dedicated and talented team of employees will help us grow our core business. We participate in a healthy and growing industry and provide experiences that other forms of entertainment simply cannot replicate.
Our vision is to be the preferred regional destination for entertainment, and our mission is to create fun and thrilling memories for all. Our core values prioritize safety and the guest experience, and drive accountability throughout the organization. We are committed to prioritizing the guest at every decision point and to making investments in our technology and people that will underpin the guest experience to keep our guests front and center. Together with our new strategic direction, we believe these investments will ultimately drive enhanced long-term value for our stakeholders.
Our Board of Directors is committed to a governance framework that serves the long-term interests of our stakeholders, one that includes a process of director refreshment, diversification, and engagement with investors, and one that involves active engagement and oversight of the company’s strategy, execution of business objectives, leadership, and risk management. We have implemented a number of governance enhancements this year, including a strong renewed commitment to Environmental, Social, and Governance principles and reporting, as further discussed in the accompanying proxy statement. We will continuously improve our processes to best serve you.
On behalf of the directors, officers, and employees of Six Flags Entertainment Corporation, I would like to express our appreciation for your continued investment and support. The health and safety of all our stakeholders, including you, our stockholders, remain paramount, and we are dedicated to operating the company in a sustainable and inclusive way.
Sincerely,

Michael Spanos
President and Chief Executive Officer

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SIX FLAGS ENTERTAINMENT CORPORATION
1000 Ballpark Way, Suite 400, Arlington, Texas 76011

NOTICE OF 2021 ANNUAL MEETING OF
STOCKHOLDERS
Date and Time
May 5, 2021
2:00 p.m. Central Time
Virtual Meeting
Via webcast,
www.virtualshareholdermeeting.com/SIX2021

Instructions for accessing the virtual meeting are more fully described in the accompanying proxy statement.
YOUR VOTE IS IMPORTANT
You do not need to attend the Annual Meeting to vote if you submit your proxy in advance. Please exercise your stockholder right to vote by:

Before the Annual Meeting by visiting www.proxyvote.com
During the Annual Meeting by visiting www.virtualshareholdermeeting.com/ SIX2021

​Mailing your signed proxy card

​Calling 1-800-690-6903
Items of Business
(1)
Election of 7 nominees named in the proxy statement as directors
(2)
Advisory vote to approve executive compensation
(3)
Approve amendments to Restated Certificate of Incorporation to eliminate supermajority voting provision
(4)
Approve amendments to Restated Certificate of Incorporation to allow stockholder action by written consent
(5)
Advisory vote to ratify the appointment of KPMG LLP as independent registered public accounting firm for fiscal 2021
Stockholders will also transact such other business as may properly come before the Annual Meeting.
The Board of Directors recommends a vote FOR each of the proposals presented in the proxy statement.
Adjournments and Postponements
Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.
Eligibility to Vote
You are entitled to vote only if you were a stockholder of Six Flags Entertainment Corporation as of the close of business on the record date, March 10, 2021.
By Order of the Board of Directors,
DANIELLE J. BERNTHAL
Corporate Secretary
Arlington, Texas
March 23, 2021
Important Notice Regarding Internet Availability of Proxy Materials for
Annual Meeting of Stockholders to be Held on May 5, 2021
The proxy statement and annual report for the fiscal year ended December 31, 2020 are available at www.proxyvote.com. The Notice of Internet Availability of Proxy Materials and the proxy statement are being distributed and made available on or about March 23, 2021.

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PROXY SUMMARY
The following summary highlights information contained elsewhere in this Proxy Statement. It does not contain all the information that you should consider. Please read the entire Proxy Statement carefully before voting.
2021 Annual Meeting of Stockholders
Date and Time:
May 5, 2021 at 2:00 p.m. Central Time
Location:
Virtually, via webcast, www.virtualshareholdermeeting.com/SIX2021
Record Date:
March 10, 2021
Voting:
Before the meeting by visiting www.proxyvote.com or during the meeting by visiting www.virtualshareholdermeeting.com/SIX2021; by calling 1-800-690-6903; or by completing and mailing your proxy card
Voting Matters
Board Recommendation
Business Items
FOR
Item 1.
Election of 7 Nominees Named in the Proxy Statement as Directors

each nominee
Item 2.
Advisory Vote to Approve Executive Compensation
Item 3.
Approve Amendments to Restated Certificate of Incorporation to Eliminate Supermajority Voting Provision
Item 4.
Approve Amendments to Restated Certificate of Incorporation to Allow Stockholder Action by Written Consent
Item 5.
Advisory Vote to Ratify Appointment of KPMG LLP as Independent Registered Public Accounting Firm for fiscal 2021
Corporate Governance Highlights (page 5)
The corporate governance practices of Six Flags Entertainment Corporation (the “Company”) serve the interest of stockholders and emphasize integrity, ethics, and effective risk oversight.
Recent Enhancements:
Brought on five new independent directors in 2020 and increased ethnic and gender diversity; most recent two directors were identified through an extensive search conducted by an independent search firm
Nominating an additional new independent director in 2021
Adopted resignation policy for directors who do not receive a majority of votes cast in uncontested elections
Submitted Company proposal to remove supermajority voting requirement to amend Bylaws
Submitted Company proposal to allow stockholders to act by written consent
Increased commitment to ESG principles and reporting; amended Audit Committee charter to specify ESG oversight
Enhanced oversight of corporate culture and human capital management
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Adopted updated committee charters, related party transactions policy, and securities trading policy
Other significant corporate governance practices include:
Wholly independent Board, except CEO
Independent Chair of the Board
Proxy access right for stockholders
Annual election of all directors
Stock ownership requirements for directors and senior executives
Active stockholder engagement
Audit Committee comprised of majority Audit Committee Financial Experts
Regular executive sessions of independent directors
Annual Board and committee self-evaluations
Director Nominees (page 19)
The Company’s director nominees are highly qualified, proven leaders who provide thoughtful and independent representation of stockholder interests:
Name
Age
Gender
Director
Since
Independent
Other Public
Company Boards
Audit
Committee
Compensation
Committee
Nominating
and
Corporate
Governance
Committee
Ben Baldanza
59
M
2020
1



Selim Bassoul
Non-Executive Chairman
64
M
2020
0


Denise M. Clark
63
F
1
*
*
Esi Eggleston Bracey
50
F
2020
0


Enrique Ramirez
49
M
2020
0


Arik Ruchim
40
M
2020
1


Michael Spanos
President and CEO
56
M
2019
0
Audit Committee Financial Expert
Audit Committee
Compensation Committee
Nominating and Corporate Governance Committee
C
Committee Chair
*
It is anticipated that, following her election, Ms. Clark will serve on the Audit Committee and the Nominating and Corporate Governance Committee.
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PROXY SUMMARY
DIRECTOR SKILLS AND QUALIFICATIONS
The Company’s director nominees have a mix of skills and qualifications that provides the Board with the variety and depth of knowledge necessary for effective oversight of the Company and will help the Company reinvigorate growth:

Executive Compensation Highlights
The Company’s executive compensation program seeks to support long-term growth and stockholder value:
What We Do:
What We Do Not Do:
Pay for performance
Dividends on equity paid prior to vesting
Annual Say-on-Pay vote
Hedging and pledging of Company stock
Annual review of peer group
Tax gross-ups upon change of control
Limited perquisites
Repricing of stock options without stockholder approval
Stock ownership guidelines
Clawback policy
Double trigger for vesting on change in control
No guaranteed minimum payouts
Capped incentive awards
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Recent Enhancements:
Re-designed long-term equity incentive program to consist of 50% RSUs and 50% PSUs
Engaged new compensation consultant as a result of routine RFP process
Targeted total compensation at median of peer group
Aligned executive pay targets with transformation plan and long-term strategy
Reviewed and made adjustments to peer group to align to Company size and other factors
For additional information, see the “Compensation Discussion and Analysis,” which begins on page 29, and the 2020 Summary Compensation Table and other related tables and information under “Executive Compensation,” which begins on page 45.
Principles of Compensation Program
Pay for Performance
Tie a significant portion of each named executive officer’s target annual compensation to corporate and individual performance.
Alignment with Stockholders’ Interests
Reward performance that meets or exceeds the performance goals established by the Compensation Committee to increase stockholder value.
Variation Based on Performance
Emphasize variable pay opportunities that are primarily based on performance over fixed pay. Total compensation varies based on corporate and individual performance, measured against annual and long-term goals.
Culture that Attracts, Motivates and Retains Key Talent
Build an inclusive and high-performance culture with an engaged workforce, where employees are motivated to do their best work every day.
Talent and Human Capital Management
Attracting, developing, and retaining the best people is crucial to all aspects of the Company’s business and long-term success, and is central to the Company’s mission, vision, and values. The Company is focused on attracting, developing, and retaining best-in-class diverse teams, and continuing to build an inclusive culture that inspires leadership, encourages innovative thinking, and ties to the Company’s values. These guiding principles have been more important than ever in light of the unique challenges the Company faced in 2020. The Company is committed to the health and safety of its employees and their families. To support the Company’s employees during the COVID-19 pandemic, the Company expanded remote work opportunities where possible and implemented extensive health and safety measures, such as enhanced sanitization protocols and distribution of personal protective equipment, to provide a safe working environment for its employees.
The Company is committed to creating an inclusive environment that fully embraces the diversity of its employees and guests, regardless of ethnicity, gender, age, disability, cultural background, sexual orientation, or religious beliefs.
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CORPORATE GOVERNANCE
Board of Directors
The business, property, and affairs of the Company are managed under the direction of the Board of Directors of the Company (the “Board”). The Board is elected by stockholders to oversee management and to ensure that the long-term interests of stockholders are served. The Board is responsible for establishing broad corporate policies and for the overall performance of the Company. It is not, however, involved in operating details on a day-to-day basis. The Board is advised of the Company’s business through discussions with the Chief Executive Officer and other members of management; by reviewing reports, analyses, and materials provided to them; and by participating in Board and committee meetings.
The Board has four regularly scheduled meetings during the year to review significant developments affecting the Company and to act on matters requiring Board approval. It also holds additional meetings when a matter requires Board action between regularly scheduled meetings. Directors are expected to attend all scheduled Board and committee meetings, as well as the annual meeting of stockholders. The Board held 27 meetings during 2020. Each director of the Company attended at least 75% of the aggregate of the meetings of the Board and the meetings of committees of the Board on which such director served. All of the then-current directors of the Company attended the Company’s 2020 annual meeting, and the Company expects that each director nominee will attend the Annual Meeting.
The Board has only one class of directors. As a result, all directors are elected each year by the Company’s stockholders at the annual meeting. Any non-employee incumbent director nominee who does not receive the affirmative vote of the majority of shares voted in connection with his or her uncontested election is required to tender his or her resignation from the Board. This resignation is subject to review by the Nominating and Corporate Governance Committee, and determination by the Board whether to accept such resignation. Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.
Seven of the current directors of the Company were elected at the 2020 annual meeting. Ms. Bracey and Mr. Ramirez were appointed to the Board in August 2020. The Board currently has nine directors, six of whom are being nominated by the Board for re-election at the Annual Meeting, along with one new independent director nominee. See “Proposal 1: Election of Directors.”
Independence
The Board has affirmatively determined that eight of the nine current directors, including all members of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, are “independent” within the meaning of the Company’s director independence standards as set forth in the Company’s Corporate Governance Guidelines. These standards reflect the independence standards adopted by the New York Stock Exchange (“NYSE”). The independent directors are Ben Baldanza, Selim Bassoul, Esi Eggleston Bracey, Kurt M. Cellar, Nancy A. Krejsa, Enrique Ramirez, Richard W. Roedel, and Arik Ruchim.
None of the independent directors, their respective affiliates or members of their immediate family, directly or indirectly, receives any fee or payment from the Company or its affiliates, other than the director compensation described below. None has engaged in any transaction with the Company or its affiliates or has any relationship with the Company or its affiliates which, in the judgment of the Board, is inconsistent with a determination that the director is independent. There is no family relationship among any of the directors or executive officers of the Company.

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Board Composition Overview
Consistent with the Company’s Corporate Governance Guidelines, the Nominating and Corporate Governance Committee considers, among other factors, character, integrity, ethics, judgment, diversity, independence, areas of expertise relevant to the Company’s business, and other commitments when reviewing and making recommendations to the Board regarding the composition and size of the Board. Although the Board does not maintain a specific policy with respect to Board diversity, the Board believes that the Board should be a diverse body. The Nominating and Corporate Governance Committee considers a broad range of backgrounds and experiences when making determinations regarding nominations of directors and in overseeing the annual Board and committee evaluations. The Nominating and Corporate Governance Committee, and the Board as a whole, broadly construe diversity to mean not only diversity of race, gender, and ethnicity, but also diversity of opinions, perspectives, and professional and personal experiences. Since the last annual meeting of stockholders, the Company added two new directors: a Black woman and a Hispanic man. Although candidates must be committed to serving on the Board for an extended period of time, the Board does not believe that directors should expect to be routinely re-nominated annually.
Corporate Governance Documents
The following documents are available on the Company’s website at investors.sixflags.com:
Corporate Governance Guidelines
Compensation Committee Charter
Code of Business Conduct and Ethics
Audit Committee Charter
Code of Ethics for Senior Management
Nominating and Corporate Governance Committee Charter
Corporate Governance Guidelines
The Corporate Governance Guidelines address, among other things, the functions of the Board, the qualifications of directors, director independence, the selection process for new directors, Board committees, compensation of the Board, the succession plan for the Chief Executive Officer and other senior executives, and stock ownership guidelines for directors and senior executives.
Code of Business Conduct and Ethics
The Company has adopted and maintains a Code of Business Conduct and Ethics that applies to all directors, officers, and employees of the Company and its subsidiaries. The Code of Business Conduct and Ethics requires, among other things, that the directors, officers, and employees exhibit and promote the highest standards of honest and ethical conduct; avoid conflicts of interest; comply with laws, rules, and regulations; and otherwise act in the Company’s best interest.
Code of Ethics for Senior Management
The Company also maintains a separate Code of Ethics for Senior Management that imposes specific standards of conduct on members of senior management, including persons with financial reporting responsibilities at the Company. Each member of the Company’s senior management is required to certify annually in writing his or her compliance with the Code of Ethics for Senior Management.
The Company intends to post amendments to or waivers from the Company’s Corporate Governance Guidelines, the Code of Business Conduct and Ethics, and the Company’s Code of Ethics for Senior Management on the Company’s website at investors.sixflags.com. No waivers have been made or granted prior to the date of this Proxy Statement.
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Board Committees
The Board has established various standing committees to assist it with the performance of its responsibilities. The following tables set forth the composition and the primary responsibilities of each committee as of March 10, 2021.
Director
Board of
Directors
Audit
Committee
Compensation
Committee
Nominating and
Corporate
Governance
Committee
Ben Baldanza




Selim Bassoul



Esi Eggleston Bracey



Kurt M. Cellar♦*



Nancy A. Krejsa*


Michael Spanos

Enrique Ramirez



Richard W. Roedel♦*



Arik Ruchim




Audit Committee Financial Expert

Chair

Member
*
Retiring director
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Audit Committee
Met 9 times in 2020
Chair
Enrique Ramirez
Members
Ben Baldanza
Selim Bassoul
Esi Eggleston Bracey
Kurt M. Cellar
Richard W. Roedel
Primary Responsibilities
The Audit Committee assists the Board in its oversight of:
 the accounting and financial reporting process including the audits of the financial statements;
 the accounting and internal control policies and procedures;
 the qualifications, independence, and performance of the independent registered public accounting
firm, and the performance of the internal audit function and the internal auditors;
 risks that may have a significant impact on the financial statements including risk assessment and
risk management policies;
 legal and regulatory compliance;
 safety policies and procedures; and
 the information technology program including network and data security.

The Audit Committee amended its charter in 2021 to specify oversight of management’s implementation of the Company’s Environmental, Social, and Governance (“ESG”) program, including initiatives related to diversity, equity, and inclusion, as part of its responsibilities.

Financial Expertise and Independence
All members of the Audit Committee are independent within the meaning of Securities and Exchange Commission (“SEC”) regulations. The Board has determined that five members of the Audit Committee are audit committee financial experts in accordance with SEC regulations and that all members of the Audit Committee have the accounting and related financial management expertise required by the NYSE for service on the committee.

Other Committee Service
The Board amended the Corporate Governance Guidelines and the Audit Committee Charter in 2020 to provide that members of the Audit Committee may not serve on the audit committee of more than three public companies, including the Company, without the consent and approval of the Board, after determination by both the Nominating and Corporate Governance Committee and the Board that such simultaneous service will not impair the director’s ability to serve effectively on the Company’s Audit Committee. Mr. Roedel serves on the audit committees of three other public companies in addition to serving on the Company's Audit Committee. At the time of the amendments, the Board determined that such service did not impair Mr. Roedel's ability to effectively serve on the Company's Audit Committee through the Annual Meeting. None of the other members of the Audit Committee currently serve on the audit committee of more than three public companies including the Company.

Report
The report of the Audit Committee is set forth on page 28 of this Proxy Statement.
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Compensation Committee
Met 7 times in 2020
Chair
Ben Baldanza
Members
Esi Eggleston Bracey
Kurt M. Cellar
Enrique Ramirez
Arik Ruchim
Primary Responsibilities
 review and approve the compensation of the Company’s executive officers;
 evaluate the design and effectiveness of the Company’s incentive programs and monitor risks related
to such programs;
 evaluate the performance of the Chief Executive Officer in light of corporate goals and objectives,
and recommend to the Board the compensation of the Chief Executive Officer;
 review and approve equity awards and other fixed and performance-based compensation, benefits, and terms of employment of the executive officers and such other senior executives identified by the
Compensation Committee;
 review and approve employment and severance arrangements for executive officers; and
 review and assess the results of stockholder advisory votes on executive compensation.

Independence
The Board has determined that each member of the Compensation Committee is a “non-employee director” as defined in Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and meets the independence requirements of the NYSE.

Delegation
The Compensation Committee may delegate any of its responsibilities to a subcommittee so long as such subcommittee is comprised solely of Compensation Committee members. No such delegation with respect to executive compensation was made in 2020. In addition, the Compensation Committee has the direct responsibility for the appointment, termination, compensation, and oversight of any compensation or benefits consultants retained by the Company with respect to executive compensation.

Report
The report of the Compensation Committee is set forth on page 44 of this Proxy Statement.
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Nominating and Corporate Governance Committee
Met 10 times in 2020
Chair
Selim Bassoul
Members
Ben Baldanza
Nancy A. Krejsa
Richard W. Roedel
Arik Ruchim
Primary Responsibilities
 assist the Board in identifying qualified individuals to become directors of the Company;
 review and make recommendations regarding the overall composition of the Board and its
committees;
 regularly review the overall corporate governance of the Company and make recommendations to
the Board on corporate governance matters;
 recommend to the Board a slate of nominees for election or re-election to the Board at each annual
meeting of stockholders;
 oversee the implementation of a succession plan for the Chief Executive Officer and other senior
executives; and
 coordinate and oversee the annual self-evaluation process for the Board and committees.

In 2020, a Stockholder Relations Subcommittee was established as a temporary committee to serve until the Annual Meeting. It was composed of Ms. Krejsa and Messrs. Baldanza and Bassoul. The purpose of the subcommittee was to assist the Nominating and Corporate Governance Committee and the Board with its oversight responsibilities related to stockholder relations and engagement. Following its elimination, the Company’s engagement with its stockholders will continue to be the responsibility of the Nominating and Corporate Governance Committee.

Independence
The Board has determined that each member of the Nominating and Corporate Governance Committee is independent within the meaning of the SEC and NYSE requirements.
Communications with the Board of Directors
Stockholders and other interested parties who wish to communicate with the Board may do so by writing to one or more specific directors, or to the entire Board, at the following address: Board of Directors—Stockholder Communications, c/o Six Flags Entertainment Corporation, 1000 Ballpark Way, Suite 400, Arlington, Texas 76011, Attention: Corporate Secretary. The Corporate Secretary will forward all such communications to the director(s) to whom they are addressed.
Meetings of Independent Directors
The Board schedules at least four meetings each year for the independent directors outside the presence of any member of management. The independent directors may meet in executive session at such other times as determined by the Non-Executive Chairman. The Non-Executive Chairman or, in his absence, one of the other independent directors, chairs each executive session. Each Board committee also meets regularly in executive session without management.
Board Leadership Structure
The Board is currently comprised of the following:
Selim Bassoul, independent Non-Executive Chairman;
Michael Spanos, President and Chief Executive Officer; and
Seven other directors, all of whom are independent.
The Board maintains flexibility to determine the appropriate leadership structure for the Company and whether the roles of Chair of the Board and CEO should be filled by the same or different individuals. This
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approach allows the Board flexibility to determine whether the two roles should be separate or combined, based upon the Company’s best interests in light of the dynamic environment in which it operates, the Board’s assessment of the Board’s leadership, and the Company’s needs from time to time.
The succession planning discussions regarding the transition of the Chairman and CEO roles in November 2019 included consideration of the Board leadership structure, together with the value of separating or combining the Chair and CEO roles, and whether the Chair role should be held by an independent director following the appointment of the new CEO.
The Board considered a number of factors, including the Company’s progress with respect to its key strategic initiatives, the opportunities and challenges facing the Company, the various roles and capabilities of the directors, the Company’s stockholders’ interests, and corporate governance practices generally. The Board also focused on its own dynamics and independent oversight function. The Board concluded that a separate Chair and CEO structure creates the right balance between effective independent oversight of the Company’s business and Board activities and provides the best leadership structure for the Company at this time. As such, Mr. Roedel was appointed as Non-Executive Chairman in November 2019. Mr. Bassoul was appointed as Non-Executive Chairman in February 2021 in connection with Mr. Roedel’s anticipated retirement as of the Annual Meeting.
The CEO is responsible for setting the Company’s strategic direction and the day-to-day leadership and performance of the business, while the Chair of the Board provides general guidance to the CEO, reviews the agenda for Board meetings, and presides over meetings of the full Board.
The Board believes that there is no single Board leadership structure that would be most effective in all circumstances. Therefore, the Board retains the authority to modify this structure to best address the Company’s and the Board’s then-current circumstances as and when appropriate.
Succession Planning
One of the primary responsibilities of the Board is to ensure that the Company has a high-performing management team. The Chief Executive Officer provides a regular review to the Board assessing the members of the senior management team and their potential to succeed him. In addition, the Company’s Human Resources department leads an annual comprehensive review of talent and succession planning at deeper levels of the Company, emphasizing career development of promising management talent. Pursuant to the Company’s Corporate Governance Guidelines, the Board approves and maintains a succession plan for the Chief Executive Officer and senior executives.
Board Role in Risk Oversight
The Company’s management is responsible for identifying, assessing, and managing the material risks facing the business. The Board oversees management’s identification and management of risks. The Board and its committees engage with management on risk as part of broad strategic and operational discussions, as well as on a risk-by-risk basis. The Board and its committees, as appropriate, regularly receive and discuss updates from the Chief Executive Officer, the Chief Financial Officer, the General Counsel and Chief Administrative Officer, the Vice President of Internal Audit, and other members of senior management regarding significant risks to the Company. These discussions include financial, reputational, legal, operational, strategic, environmental, and cybersecurity risks, as well as plans to address these risks. The Board or the Audit Committee, as the case may be, receives an update from the Chief Information Officer on the Company's data and network security at least two times per year. The Company believes that the Board’s leadership structure, including its independent chair, supermajority of independent directors, and allocation of oversight responsibilities to appropriate committees, provides effective board-level risk oversight.
Each Board committee assists the Board in overseeing the management of the Company’s risks within the areas delegated to that committee and reports to the full Board as appropriate. In particular:
The Audit Committee assists the Board in its oversight of risks that have a significant impact on the Company’s financial statements; is responsible for reviewing the Company’s policies and practices
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with respect to risk assessment and management; has primary responsibility for overseeing the Company’s processes for enterprise risk management and mitigation, including risks related to cybersecurity; and oversees management’s implementation of the Company’s ESG program, including initiatives related to diversity, equity and inclusion.
The Compensation Committee monitors risks associated with the design and administration of the Company’s compensation programs and practices, including evaluating equity awards and establishing performance goals.
The Nominating and Corporate Governance Committee oversees risks related to the Company’s corporate governance, including ensuring the Board’s continued ability to provide independent oversight of management.
Each standing committee has full access to management, as well as the ability to engage advisors. Accordingly, with the oversight of the Board, the Company has implemented practices and programs designed to help manage the risks to which the Company is exposed and to align risk-taking appropriately with the Company’s efforts to increase stockholder value.
Nomination Process
Role of the Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee seeks to develop and maintain an effective, well-rounded, experienced, and diverse Board that functions in an atmosphere of transparency and collaboration.
Board Process for Identification and Review of Director Candidates

The Company’s Corporate Governance Guidelines include qualification criteria that the Nominating and Corporate Governance Committee uses to identify individuals it believes are qualified to become directors. See “—Board Composition Overview” for a discussion of the characteristics and qualities that director candidates should possess.
After identifying qualified individuals and conducting interviews, as appropriate, the Nominating and Corporate Governance Committee recommends selected individuals to the Board. The Nominating and Corporate Governance Committee uses the same process to evaluate all candidates whether they are recommended by the Company or by one of the Company’s stockholders.
The Nominating and Corporate Governance Committee may retain a search firm to help identify qualified director candidates. In 2020, the Company engaged search firms to assist with recruitment of new director candidates. The search firms provided director candidates and worked with the Nominating and Corporate Governance Committee to contact prospects to assess interest and availability. The search firms also contacted references for the candidates. A background check was completed before any candidate was approved by the Board.
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Stockholder Recommendations and Nominations—Suggestions for director candidates nominated by a stockholder
Stockholders may recommend director candidates for consideration by the Nominating and Corporate Governance Committee by sending the name and supporting information in accordance with Rule 14a-8 of the Exchange Act and the information set forth in the Company’s Corporate Governance Guidelines to the Secretary or Non-Executive Chair, c/o Six Flags Entertainment Corporation, 1000 Ballpark Way, Suite 400, Arlington, Texas 76011.
Stockholder Recommendations and Nominations—Director candidates nominated by a stockholder
The Company’s Bylaws permit a stockholder to nominate directors for election at an annual meeting. A nominating stockholder is required to provide written notice of that stockholder’s intent to make the nomination to the Secretary of the Company not less than 90 days nor earlier than 120 days before the first anniversary of the Company’s previous annual meeting. To be considered timely for the 2022 annual meeting, notice of the nomination must be received by the Secretary of the Company on or after January 5, 2022, and on or before February 4, 2022. A nominating stockholder must provide the information required by the Company’s Bylaws and each nominee must meet the qualifications required by the Company’s Bylaws.
Stockholder Recommendations and Nominations—Proxy access candidates
In response to a stockholder proposal, the Board amended the Company’s Bylaws in February 2018 to implement proxy access. As amended, the Company’s Bylaws permit a stockholder or group of up to 20 stockholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years, to nominate and include in the Company’s proxy materials director nominees constituting up to two directors or 20% of the Board, whichever is greater, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the Company’s Bylaws. A nominating stockholder is required to provide written notice of that stockholder’s intent to make the nomination to the Secretary of the Company not less than 120 days nor earlier than 150 days before the first anniversary of the date that the Company sent its proxy statement for the prior year’s annual meeting of stockholders. In order to be considered timely for the 2022 annual meeting, notice of the nomination must be received by the Secretary of the Company on or after October 24, 2021, and on or before November 23, 2021. Nominating stockholders and nominees must satisfy the requirements set forth in the Company’s Bylaws.
Stockholder Cooperation Agreement
The Company entered into a Cooperation Agreement (the “Cooperation Agreement”) with H Partners Management, LLC and certain of its affiliates (collectively, “H Partners”), dated as of January 30, 2020, regarding the membership and composition of the Board and related matters. Pursuant to the Cooperation Agreement, the Company appointed Mr. Ruchim to the Board as a director, and Mr. Ruchim was appointed to the Nominating and Corporate Governance Committee and the Compensation Committee.
The Company also committed to (i) appointing three additional independent directors (each, a “New Independent Appointee”) to the Board within a reasonable timeframe and (ii) ensuring that one director serving on the Board as of January 31, 2020, resigns from the Board on or before the appointment of the third New Independent Appointee. H Partners was permitted to present to the Board a list of up to eight candidates (each, an “Additional Nominee”) who were not affiliates or representatives of H Partners for consideration for appointment to the Board as a New Independent Appointee, and the Board agreed to consider at least one Additional Nominee in good faith alongside any other qualified candidates identified by the Nominating and Corporate Governance Committee as a part of its standard processes for considering new director candidates. In accordance with the Cooperation Agreement, Messrs. Baldanza and Bassoul were Additional Nominees considered by the Board and appointed as directors on February 24, 2020.
During the period ending on the later of (i) the earlier of (x) 30 days prior to director nomination deadline for the Company’s 2021 annual meeting of stockholders and (y) 100 days prior to the first anniversary of the Company’s 2020 annual meeting, and (ii) 10 days after Mr. Ruchim (or any replacement) is no longer serving on the Board (the “Cooperation Period”), H Partners has agreed to certain standstill provisions, including,
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among other things, agreeing not to (i) acquire ownership (beneficial or otherwise) of 14.9% or more of the Company’s outstanding shares, (ii) nominate or recommend for nomination any person for election to the Board, (iii) submit any proposal for consideration at, or bring any other business before, any stockholder meeting, or (iv) solicit any proxy, consent, or other authority to vote of stockholders or conduct any other referendum (including any “withhold,” “vote no,” or similar campaign) with respect to, or from the holders of, the Company’s shares.
At any stockholder meeting during the Cooperation Period, H Partners has also agreed to vote its shares of the Company’s common stock (i) in favor of the slate of directors recommended by the Board, (ii) against the election of any nominee for director not approved, recommended, and nominated by the Board for election, and (iii) in accordance with the Board’s recommendation with respect to any other matter or proposal presented at any such meeting, subject to certain exceptions relating to business combination transactions.
The foregoing is a summary of the Cooperation Agreement and the complete Cooperation Agreement is available as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 31, 2020.
Stockholder Engagement
The Company’s relationship with its stockholders is an important part of the Company’s success, and the Company seeks to engage meaningfully with its stockholders to obtain their perspectives. The Company’s management team believes that this approach to engaging openly with the Company’s stockholders drives increased corporate accountability, improves decision making, and ultimately creates long-term value. The Company is committed to:
Accountability: Driving and supporting strong corporate governance and Board practices to ensure oversight, accountability, and good decision making.
Transparency: Maintaining high levels of transparency on a range of financial, executive compensation, and governance issues to build trust, and sustaining two-way dialogue that supports the Company’s business success.
Engagement: Proactively engaging with stockholders in conversations on a variety of topics to identify emerging trends and issues to inform the Company’s thinking and approach.
The Company holds meetings during the course of each year with many of its stockholders through in-person and teleconference meetings to better understand stockholders’ key concerns. Through these activities, management discusses and receives input, provides additional information, and addresses questions about the Company’s business strategy, executive compensation programs, corporate governance, and other topics of interest to the Company’s stockholders. These engagement efforts allow the Company to better understand stockholders’ priorities and perspectives, and provide the Company with useful input concerning its compensation and corporate governance practices. For example, stockholder feedback influenced the Company’s implementation of proxy access and the specific terms adopted through an amendment to the Company’s Bylaws in 2018. See also “—Stockholder Cooperation Agreement” for a discussion of additional stockholder engagement activity.
As part of management’s regular interaction with the Company’s institutional stockholders, management has discussed the Company’s governance and compensation practices. As a result of the Company’s ongoing stockholder engagement, the Company has made a number of changes to its governance and compensation practices and disclosures in the last three years:
Area of Concern
Actions Taken
Disclosure of incentive plan performance goals
Enhanced disclosures around the annual and long-term equity programs
Consideration of other performance conditions for the annual incentive plan
Replaced the net debt performance measure with revenue growth for 2020, to further align the annual incentive with the business strategy and key performance indicators
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Area of Concern
Actions Taken
Made additional changes for 2021; see “Compensation Discussion and Analysis—Changes to Compensation Program Structure”
Alignment between pay and performance
Reviewed goal-setting process to ensure that performance goals strike the right balance between being feasible and stretching, as well as motivating the right behaviors from management
Aligned performance targets to the long-term strategy and transformation plan
Long-term equity awards
​Revised long-term equity incentive program to consist of PSUs and RSUs in 2021
Standalone clawback policy
Adopted policy allowing Board to recoup certain incentive-based compensation in the event of a material restatement of the Company’s financial statements or specific acts of improper conduct
Board refreshment and diversity
Added five new independent directors in 2020, of whom one is a Black woman and one is Hispanic
Enhanced stockholder rights
Submitted Company proposals as part of this Proxy Statement to (1) allow stockholders to act by written consent and (2) eliminate supermajority voting requirement to amend Bylaws
Hedging Policy
The Company’s Securities Trading Policy applies to all directors, officers, and employees of the Company. The policy includes the following restrictions with respect to Company securities:
A prohibition against “short sales” (i.e., the sale of securities that are not owned) and “selling short against the box” (i.e., a sale with a delayed delivery).
A prohibition against engaging in transactions in publicly traded options, such as puts and calls, and other derivative securities.
A guideline that standing orders should be used for only a very brief period of time.
A prohibition against holding Company securities in a margin account or pledging Company securities as collateral for loans.
A prohibition against hedging or monetization transactions such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, and other derivative instruments, or through the establishment of a short position in Company securities.
Director Education
Director education about the Company and its industry is an ongoing process, which begins when a director joins the Board. New directors are provided with an orientation about the Company, including financial, operational, and governance information. In addition, directors receive Board and committee presentations, and regular communications from senior executives, to help keep them appropriately apprised of key developments in the Company’s business and industry, as well as developments in corporate governance, so they can carry out their oversight responsibilities.
The Company encourages directors to further their education on topics relevant to the Company. The members of the Board are provided with information to engage in director education programs on an ongoing basis, covering a variety of subjects relevant to the Company.
Environmental, Social, and Governance Initiatives
The Company believes that environmental and community stewardship is an integral component of growing stockholder value. The Company is committed to fostering a corporate culture that encourages and seeks to enhance the Company and the communities in which it operates. With this in mind, the Company endeavors
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to integrate ESG practices that create long-term economic value for stockholders, employees, and other stakeholders. In early 2021, the Company amended the Audit Committee’s charter to formalize the Audit Committee’s oversight responsibility for activities, initiatives, and policies regarding ESG matters, including diversity, equity, and inclusion. The Company strives to expand and communicate its sustainability and ESG-related initiatives and commitments in meaningful ways, and to improve the level of engagement across its various stakeholders.
Company Culture, Employee Engagement, and Benefits
Attracting, developing, and retaining the best people is crucial to all aspects of the Company’s business and long-term success, and is central to the Company’s mission, vision, and values. The Company is focused on attracting, developing, and retaining best-in-class diverse teams, and continuing to build an inclusive culture that inspires leadership, encourages innovative thinking, and ties to the Company’s values. These guiding principles have been more important than ever in light of the unique challenges of 2020. The Company is committed to the health and safety of its employees and their families. To support the Company’s employees during the COVID-19 pandemic, the Company expanded remote work opportunities where possible and implemented extensive health and safety measures, such as enhanced sanitization protocols and distribution of personal protective equipment, to provide a safe working environment for its employees.
The Company offers, among other things, competitive and balanced compensation programs to its full-time employees that include well-rounded healthcare; prescription drug and disability insurance benefits; participation in a 401(k) plan, with a matching contribution by the Company; an employee assistance plan that provides professional support; and access to special programs and certain resources for employees experiencing personal, work, financial, or family-related issues. A unique Company perquisite offers full-time employees a Diamond Elite membership, the highest membership tier of benefits that includes free admission to any of the Company’s parks and discounts on in-park products. Full-time employees are also provided complimentary tickets.
The Company understands that continuous engagement with its employees is vital to driving successful, meaningful outcomes. Senior management conducts regular “town-hall” style meetings with employees to address topics such as business operations, strategy, market conditions, and question-and-answer sessions, to foster an environment and corporate culture of transparency and collaboration. Management also provides regular written communication of Company events and conducts ongoing employee satisfaction surveys that provide actionable feedback from employees to management. The survey responses are anonymous, measure employee satisfaction, and solicit honest feedback. Management from both corporate and the parks meet routinely to review the survey results and develop action plans in response to the employee feedback.
Performance reviews are conducted at least annually for all full-time employees, during which employees and managers address goals, developmental opportunities, strengths, and weaknesses. These reviews facilitate both strong and productive conversations across the organization and an open feedback culture.
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Diversity, Equity, and Inclusion
The Company is committed to creating an inclusive environment that fully embraces the diversity of its employees and guests, regardless of ethnicity, gender, age, disability, cultural background, sexual orientation, or religious beliefs.


Safety and Security of Guests and Employees
The safety and security of the Company’s guests and employees is the Company’s top priority. It is the shared responsibility of every employee to actively participate in creating a safe and secure environment and to minimize injuries. The hallmarks of the Company’s safety and security programs are:
Resources and education to ensure safe and secure operating environments at the parks, as well as to improve overall workplace safety and health;
A highly trained workforce that proactively assesses risks, strives to eliminate unsafe conditions, and integrates learning from incidents to prevent future occurrences; and
Dedicated leadership, accountability, and employee empowerment.
During the COVID-19 pandemic, the Company introduced industry-leading initiatives to protect both its employees and guests, including an advance reservation system for admission to the parks, touchless temperature and security screening, contactless transactions, social-distancing protocols, and enhanced sanitization, among many others.
Philanthropy and Community Relations
The Company supports the communities in which its parks are located by partnering with charitable organizations throughout North America whose missions align with the Company’s mission to create thrilling, memorable experiences for all.
The Company encourages employee volunteerism at all of its locations through organized activities. For example, most of the Company’s full-time employees spend at least an entire day each year volunteering on projects in their local communities to help others. From helping to build homes to organizing food pantries and creating reading rooms, the Company supports local charitable organizations and educational efforts year-round.
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The Company is passionate about the communities surrounding its parks, and the Company’s employees enjoy working together for the greater good. The Company supports the local communities by:
Promoting science and math and hands-on learning for students at in-park science, technology, and engineering programs;
Sponsoring and coordinating donations of toys, books, and food through the parks;
Honoring the service of U.S. military personnel and their families by offering complimentary and/or discounted admission to the parks; and
Hosting special events to support various charities whose mission focuses on improving health and quality of life, and supporting those affected by natural disasters.
Park locations frequently serve as distribution sites during a local or national crisis or emergency. In response to the COVID-19 pandemic, the Company has supported state and local efforts by enabling park locations to serve as testing and vaccination sites and by donating food and critically-needed PPE supplies. The Company has also supported local schools by donating Six Flags-branded masks to teachers and students.
Sustainability, Climate Change, and Supply Chain
The Company is committed to environmental sustainability and to addressing its role in climate change. Company initiatives include recycling, reducing greenhouse gas emissions, and utilizing renewable energy. For example, two of the Company’s parks have installed over 30 megawatts of solar power systems, and installation will begin at a third park during 2021.
In addition, the Company has implemented measures to meaningfully reduce waste at its parks including (i) installing contactless fixtures in all restrooms to significantly reduce water usage and waste, (ii) replacing restroom paper towels with air dryers, (iii) making recycling bins widely available for guests to recycle plastic and aluminum, (iv) eliminating disposable cup lids and straws from inventory, and (v) creating a strawless souvenir cup.
The Company is also committed to the ethical treatment of animals through supply chain and food sourcing management. For example, in 2016, the Company announced that it would convert 100% of the eggs in its supply chain to “cage-free” varieties within ten years. The Company is ahead of schedule, having successfully converted all egg products – both whole eggs and substitutes – used in its operations to cage-free. The Company is now working diligently with its suppliers of products containing egg-based ingredients (such as pre-made mixes and pre-baked goods) to convert those ingredients to cage-free and plan to achieve 100% cage-free compliance for all egg ingredients as soon as practicable.
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2020 NON-EMPLOYEE DIRECTOR COMPENSATION
The Compensation Committee is responsible for recommending compensation and benefits for non-employee directors to the Board. In discharging this duty, the Compensation Committee is guided by three goals: (i) compensation should fairly pay directors for work required in a company of size and scope similar to the Company; (ii) compensation should align directors’ interests with the long-term interests of stockholders; and (iii) the structure of the compensation should be simple, transparent and easy for stockholders to understand. Annual compensation for non-employee directors for 2020 was comprised of cash compensation (which could be deferred into stock units, or received in cash or stock) and equity compensation in the form of restricted stock awards.
Description of Non-Employee Director Compensation
At least annually, the Compensation Committee reviews the non-employee director compensation program. In 2020, the Compensation Committee retained Deloitte to provide advice in connection with ongoing compensation matters related to the Company. Deloitte provided the Compensation Committee with an analysis of the competitiveness of the Company’s non-employee director compensation program based on the Company’s peer group and general industry data. The Compensation Committee considered the market data, the amount and timing of past increases to the non-employee directors’ compensation, and the mix of cash and equity compensation in evaluating non-employee director compensation.
Cash and Equity Compensation
The following table sets forth the annual compensation for non-employee directors in 2020. Cash compensation is typically paid in equal quarterly installments at the beginning of each fiscal quarter. However, beginning with the second quarter of 2020, all directors agreed not to receive the cash portion of their compensation during the remainder of 2020. Such compensation was paid in cash or stock during January 2021.
Amount($)
Cash Retainer
70,000
Equity Retainer(1)
160,000
Non-Executive Chair Equity Retainer(1)
100,000
Audit Committee Chair Retainer
25,000
Compensation Committee Chair Retainer
25,000
Nominating and Corporate Governance Committee Chair Retainer
15,000
Risk Oversight Committee Chair Retainer(2)
6,141
Audit Committee Member Retainer
12,500
Compensation Committee Member Retainer
10,000
Nominating and Corporate Governance Committee Member Retainer
7,500
Risk Oversight Committee Member Retainer(2)
3,071
(1)
Granted in the form of restricted stock awards determined by dividing the amount of the equity retainer by the closing price of the Company’s common stock on the date of grant. The restricted stock vests in full on the earlier of the day immediately prior to the first annual meeting of stockholders after the date of grant or the first anniversary of the date of grant if the director continues to serve as a director through such date (or on the earlier of the death or disability of such director).
(2)
The amounts for the Risk Oversight Committee reflect compensation from September 2020 through year end. With the anticipated reduction in the size of the Board as of the Annual Meeting, the Board determined that the most effective means for oversight of the Company’s risks was to maintain the responsibility with the Audit Committee, and the Risk Oversight Committee was eliminated in February 2021.
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2020 NON-EMPLOYEE DIRECTOR COMPENSATION
Cash Retainer Deferral Program
The Company maintains a director cash retainer deferral program under the Company’s Long-Term Incentive Plan. This program allows members of the Board to elect to receive stock units under the Long-Term Incentive Plan in lieu of the cash compensation for such member’s services as a director. Each deferred stock unit accumulates dividend equivalents, if and when dividends are declared and paid on the Company’s common stock, that are converted to additional deferred stock units annually as applicable. The conversion of stock units into shares and the distribution of such shares under this program occurs on the first business day following the thirtieth day after a director’s service as a director terminates.
Stock Ownership Guidelines
To further the Company’s objective of aligning the interests of directors with those of the Company’s stockholders, the Board has adopted stock ownership guidelines for directors. Each director should seek to have a level of ownership of Company stock that has a value approximately equal to at least three times the director’s annual cash retainer. For purposes of the guidelines, the annual cash retainer does not include any additional cash compensation paid for participation on any committee of the Board or for serving as Chair of any such committee. The ownership level should generally be achieved within three years of the date the person first becomes a director for newly appointed or elected directors. All of the current directors are in compliance, or on target to achieve compliance, with the Company’s stock ownership guidelines.
Effective May 2021, the director stock ownership requirements will increase to five times the annual cash retainer and achievement will be required within five years of the date the person first becomes a director for newly appointed or elected directors.
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2020 NON-EMPLOYEE DIRECTOR COMPENSATION
2020 Non-Employee Director Compensation
Employee directors do not receive any compensation in connection with their director service. During 2020, Mr. Spanos was the only employee director, and his compensation as an employee is set forth in the 2020 Summary Compensation Table. The following table sets forth compensation paid to or earned by each non-employee director for 2020:
Director
Fees Earned
or Paid
in Cash($)(1)(2)
Stock
Awards($)(3)(4)
Total($)
Ben Baldanza
82,507
185,047
267,554
Selim Bassoul
74,615
185,047
259,662
Esi Eggleston Bracey
34,484
119,987
154,471
Kurt M. Cellar
104,128
160,007
264,135
Nancy A. Krejsa
88,970
160,007
248,977
Jon L. Luther(5)
27,912
27,912
Usman Nabi(5)
4,375
4,375
Stephen D. Owens(5)
37,507
37,507
Enrique Ramirez
35,251
119,987
155,238
Richard W. Roedel
97,495
​260,000
357,495
Arik Ruchim(6)
(1)
The following table sets forth the components of annual cash compensation earned by each non-employee director in 2020:
Committees
Director
Retainer($)
Audit
Committee
Chair /
Member($)
Compensation
Committee
Chair /
Member($)
Nominating
Corporate
Governance
Chair /
Member($)
Risk Oversight
Committee Chair
/ Member($)
Total Cash
Amount($)
Ben Baldanza
59,615
17,266
5,625
82,506
Selim Bassoul
59,615
9,375
5,625
74,615
Esi Eggleston Bracey
28,342
3,071
3,071
34,484
Kurt M. Cellar
70,000
25,000
6,511
2,617
104,128
Nancy A. Krejsa
70,000
6,578
6,250
6,141
88,969
Jon L. Luther
24,423
3,489
27,912
Usman Nabi
2,500
1,875
4,375
Stephen D. Owens
24,423
4,361
8,723
37,507
Enrique Ramirez
28,342
3,838
3,071
35,251
Richard W. Roedel
69,995
12,500
15,000
97,495
Arik Ruchim
(2)
In light of the COVID-19 pandemic and to conserve cash, no cash compensation for service on the Board or committees was paid for the second, third and fourth quarters of 2020. Such 2020 cash compensation was paid to each director in January 2021 in cash or stock at the director’s election. Both the current and former Chair elected to take all such compensation in the form of stock, and four of the other paid directors elected to take at least a portion of their 2020 cash compensation in the form of stock. Accordingly, Messrs. Baldanza, Bassoul, Ramirez and Roedel, Ms. Bracey, and Ms. Krejsa, received 1,102 shares, 1,973 shares, 824 shares, 603 shares, 1,008 shares, and 2,041 shares, respectively, on January 29, 2021.

In addition, non-employee directors may defer all or a portion of their cash retainer in the form of stock units under the Long-Term Incentive Plan pursuant to the Company’s director cash retainer deferral program. The amount for Mr. Roedel includes $69,995, the value of his deferral under the director cash retainer deferral program, resulting in a grant of 3,682 deferred stock units. In addition, Messrs. Luther and Roedel received 1,780 and 1,965 deferred stock units, respectively, representing accumulated dividend equivalents in their
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2020 NON-EMPLOYEE DIRECTOR COMPENSATION
respective deferred stock unit accounts. See “—Description of Non-Employee Director Compensation” for a discussion of the Company’s director cash retainer deferral program. Three of the paid non-employee director nominees, including the Chairman, have elected to receive at least a portion of their 2021 compensation in the form of deferred stock units.
(3)
The dollar value represents the aggregate grant date fair value computed in accordance with stock-based accounting rules (Financial Standards Accounting Board ASC Topic 718) of the restricted stock awards granted to directors in 2020. Dividends, if any, on unvested restricted stock accumulate and are paid on or about the time that the shares of common stock underlying the restricted stock are delivered. The assumptions used in the calculation of these amounts are discussed in Note 10 to the Company’s consolidated financial statements included in the annual report on Form 10-K for the fiscal year ended December 31, 2020 (the “Form 10-K”).
(4)
As of December 31, 2020, Messrs. Baldanza, Bassoul and Cellar, and Ms. Krejsa had outstanding 8,417 shares of restricted stock, and Ms. Bracey and Mr. Ramirez had outstanding 6,976 shares of restricted stock, all of which vest on May 4, 2021. In December 2020, Mr. Roedel transferred 13,677 outstanding shares of restricted stock to his spouse, which vest on May 4, 2021. The grant date fair value of such awards is reflected in the 2020 Non-Employee Director Compensation Table. There are no outstanding stock option awards for any non-employee director.
(5)
Messrs. Luther and Owens resigned as directors effective May 6, 2020. Mr. Nabi resigned as a director effective January 30, 2020.
(6)
Mr. Ruchim previously advised the Board that he did not wish to receive any director fees because his interests are already highly aligned with stockholders due to his position with H Partners, LP, a significant stockholder of the Company.
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PROPOSAL 1:
ELECTION OF DIRECTORS
The Board has nominated and recommends for election as directors the seven nominees named in this Proxy Statement to serve until the next annual meeting of stockholders and until their respective successors are duly elected and qualified. After many years of distinguished service, Messrs. Cellar and Roedel and Ms. Krejsa will retire from the Board as of the Annual Meeting. Accordingly, they are not included as nominees for election at the Annual Meeting. The size of the Board will be reduced from nine to seven members immediately prior to the Annual Meeting pursuant to a resolution adopted by the Board. Following the Annual Meeting, there will be no vacancies on the Board.
Each nominee has consented to be named as a nominee and to serve if elected. Should any of the nominees become unable to serve as a director (which the Board does not expect), the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement.
Name
Age as of March 1, 2021
Position with the Company
Ben Baldanza
59
Director
Selim Bassoul
64
Chairman of the Board
Esi Eggleston Bracey
50
Director
Denise M. Clark
63
Director Nominee
Enrique Ramirez
49
Director
Arik Ruchim
40
Director
Michael Spanos
56
Director, President, and Chief Executive Officer
As discussed under “Corporate Governance—Board Composition Overview,” in evaluating director nominees, the Nominating and Corporate Governance Committee considers a variety of factors. The nominees have a wide range of qualifications, skills, and experiences that align with the Company’s long-term corporate strategy. The following table summarizes the key qualifications and skills of each director nominee that were most relevant to the decision to nominate him or her to serve on the Board. The lack of a mark does not mean the director does not possess that qualification or skill; rather, a mark indicates a specific area of focus or expertise on which the Board relies most heavily. Each director’s biography describes these qualifications and relevant experience in more detail.
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PROPOSAL 1: ELECTION OF DIRECTORS


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PROPOSAL 1: ELECTION OF DIRECTORS
Ben Baldanza, age 59
Director since: February 2020
Mr. Baldanza is Chief Executive Officer of Diemacher LLC, an advisory firm helping businesses restructure, raise revenues, and reduce costs. From 2006 to 2016, Mr. Baldanza served as the President and Chief Executive Officer, and as a director, of Spirit Airlines, Inc., a low cost airline. Prior to joining Spirit Airlines, Inc., Mr. Baldanza held positions in finance, marketing, and operations at various airlines. He currently serves as a director and Chairman of the Audit Committee of JetBlue Airways Corporation. He is also an operating partner with Sterling Investment Partners, a private equity firm, and an Adjunct Professor of Economics at George Mason University. He holds a B.A. from Syracuse University and an M.A. in Public Administration from Princeton University. Mr. Baldanza brings to the Board extensive financial, commercial, and operational experience with expertise in strategic planning, financial planning, budgeting, revenue management, productivity, human resources, and labor relations.
Selim Bassoul, age 64
Chairman of the Board
Director since: February 2020
Mr. Bassoul served as President and Chief Executive Officer, and Chairman of The Middleby Corporation, a manufacturer of food service and processing equipment, from 2004 to 2019. Mr. Bassoul previously served on the boards of Confluence Outdoor, Piper Aircraft, Inc., and Scientific Protein Laboratories LLC. He holds a B.A. in Business Administration from the American University of Beirut, and an M.B.A. in Finance and Marketing from the Kellogg School of Management at Northwestern University. Mr. Bassoul is a valuable member of the Board because of his experience in the areas of culinary and food service, consumer information and insights, strategy, and mergers and acquisitions.
Esi Eggleston Bracey, age 50
Director since: August 2020
Ms. Bracey has served as Executive Vice President and Chief Operating Officer of North America Beauty and Personal Care at Unilever PLC, a multinational consumer goods company, since January 2018. Ms. Bracey was appointed as President Designee of Consumer Beauty at Coty Inc., a global beauty company, in November 2015, and served as President from October 2016 until March 2017. She previously served as Senior Vice President of Global Cosmetics at The Procter & Gamble Company, a worldwide consumer goods company, from August 2009 to October 2016. Ms. Bracey holds a B.A. in Engineering Sciences from Dartmouth College. Ms. Bracey is well qualified to serve on the Board based on her significant strategic management and marketing experience in the retail and consumer goods industry.
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PROPOSAL 1: ELECTION OF DIRECTORS
Denise M. Clark, age 63
Director Nominee
Ms. Clark served as Senior Vice President and Global Chief Information Officer for The Estée Lauder Companies Inc., a multinational manufacturer and marketer of prestige skincare, makeup, fragrance, and hair products, from November 2012 until her retirement in March 2017. Prior to that role, Ms. Clark served as Senior Vice President and Chief Information Officer for Hasbro Inc., a multinational conglomerate with toy, board game, and media assets, from October 2007 to November 2012. Ms. Clark has over 20 years of experience in the delivery of enterprise resource planning, digital platforms, and innovative business transformation initiatives, with other prior experience at three other consumer goods companies: Mattel, Inc.; Warner Music Group, formerly a division of Time Warner Inc.; and Apple Inc. She currently serves as a director and Chair of the Nominating Committee of United Natural Foods, Inc., and served as a director and Chair of the Compensation Committee of Caesars Entertainment Corporation from 2018 to 2020. Prior to her business career, Ms. Clark served 13 years of active duty in the United States Navy. Ms. Clark holds a B.S. in Sociology from the University of Missouri and an M.B.A. from San Jose State University. Ms. Clark’s extensive background in consumer-facing businesses, particularly her expertise in information technology and business transformation, as well as her current and prior board experience will provide the Board valuable guidance on our strategic imperatives and corporate governance. Ms. Clark was recommended by two non-employee directors and considered among other candidates in a comprehensive search utilizing a third-party search firm.
Enrique Ramirez Mena, age 49
Director since: August 2020
Mr. Ramirez Mena currently serves as Managing Director/General Manager of Pizza Hut Latin America and Iberia, a division of Yum! Brands, Inc., a global restaurant operator including KFC, Pizza Hut, and Taco Bell brands. From January 2014 to April 2020, he served as Chief Financial Officer of Pizza Hut Global. Mr. Ramirez has held roles of increasing responsibility in finance and strategic development at Pizza Hut since 2010. Originally from Mexico City, he holds a B.A. in Economics from the Instituto Tecnologico Autonomo de Mexico and an M.B.A. from The Wharton School of the University of Pennsylvania. Mr. Ramirez brings strong financial expertise to the Board and provides insight into the Company’s operations, risks, and opportunities developed through his years of experience as an executive of a global restaurant operator.
Arik Ruchim, age 40
Director since: January 2020
Mr. Ruchim is a Partner at H Partners, LP, an investment management firm. Prior to joining H Partners in 2008, Mr. Ruchim was at Creative Artists Agency and Cruise/Wagner Productions. Mr. Ruchim currently serves as a director of Tempur Sealy International, Inc., the world’s largest bedding provider, where he serves as a member of its Nominating and Corporate Governance Committee and its Compensation Committee, and as a member of the University of Michigan’s Tri-State Leadership Council, a group dedicated to enhancing educational opportunities for undergraduate and graduate students. Mr. Ruchim previously served as a director of Remy International, Inc., a global manufacturer of automotive parts, and as a director of Dick Clark Productions, a television production company. Mr. Ruchim has a Bachelor of Business Administration with Distinction from the University of Michigan. Mr. Ruchim brings to the Board a strong business acumen and extensive investment experience, as well as a vigorous record of stockholder value creation.
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PROPOSAL 1: ELECTION OF DIRECTORS
Michael Spanos, age 56
President and Chief Executive Officer
Director since: October 2019
Mr. Spanos became President and Chief Executive Officer of the Company in November 2019. Prior to joining the Company, Mr. Spanos served as the Chief Executive Officer, Asia, Middle East and North Africa, of PepsiCo, Inc., a leading global food and beverage company, from January 2018 to November 2019. Mr. Spanos previously served as interim head of PepsiCo, Inc.’s Asia, Middle East and North Africa division from October 2017 to January 2018 and as President and Chief Executive Officer, PepsiCo Greater China Region, from September 2014 to January 2018. Prior to that, Mr. Spanos served as Senior Vice President and Chief Customer Officer, PepsiCo North America Beverages from October 2011 to September 2014. Mr. Spanos previously held management roles of increasing responsibility at PepsiCo, Inc. since 1993 in North America, Europe, Asia, and the Middle East. Before joining PepsiCo, Inc., Mr. Spanos served in the United States Marine Corps from 1987 to 1993. Mr. Spanos holds a B.S. degree from the U.S. Naval Academy and a Master’s degree in Organizational Behavior from the University of Pennsylvania. Mr. Spanos’s leadership skills, operational experience across multiple geographies, and strategic acumen leading transformational agendas, make him a valuable member of the Board.
Required Vote
A plurality of the votes cast is required to elect each director. If you own shares through a bank, broker, or other holder of record, you must instruct your bank, broker, or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this Proposal 1.
FOR
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF ALL OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.
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AUDIT COMMITTEE REPORT
The members of the Audit Committee have been appointed by the Board. The Audit Committee is governed by a written charter that is reviewed annually by the Audit Committee. The Audit Committee is comprised of six independent directors.
The Audit Committee assists the Board in fulfilling its responsibility to oversee management’s conduct of the Company’s financial reporting process. It does so by reviewing (i) the financial reports and other financial information provided by the Company to any governmental body or to the public, (ii) the Company’s systems of internal controls regarding finance, disclosure, accounting, and legal compliance, and (iii) the Company’s auditing, accounting, and financial reporting processes generally.
Management is responsible for the preparation and integrity of the Company’s consolidated financial statements. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditing standards and for issuing a report thereon. The Audit Committee has independently met and held discussions with management and the independent registered public accounting firm.
The following is the report of the Audit Committee of the Company with respect to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2020.
To fulfill its responsibility:
The Audit Committee has reviewed and discussed with management the Company’s audited consolidated financial statements and management’s assessment of the effectiveness of the Company’s internal controls over financial reporting.
The Audit Committee has discussed with KPMG LLP, the Company’s independent auditor, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.
The Audit Committee has received written disclosures and the letter from KPMG LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG LLP’s communications with the Audit Committee concerning independence and has discussed with KPMG LLP its independence.
Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the Company’s audited consolidated financial statements and management’s assessment of the Company’s internal controls over financial reporting for the fiscal year ended December 31, 2020 be included in the Company’s Annual Report on Form 10-K for such year for filing with the SEC.
THE AUDIT COMMITTEE
Enrique Ramirez (Chair)
Ben Baldanza
Selim Bassoul
Esi Eggleston Bracey
Kurt Cellar
Richard W. Roedel
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COMPENSATION DISCUSSION AND ANALYSIS
Named Executive Officers
This Compensation Discussion and Analysis contains information regarding the Company’s compensation programs, policies and objectives, and, in particular, their application to a specific group of individuals in their roles at the Company in 2020 that we refer to as the named executive officers.
Name
Title
Michael Spanos
President and Chief Executive Officer
Sandeep Reddy
Executive Vice President, Chief Financial Officer
Laura W. Doerre
Executive Vice President, General Counsel, and Chief Administrative Officer
Marshall Barber
Former Chief Financial Officer
Leonard A. Russ
Current Senior Vice President, Operations Services, Former Interim Chief Financial Officer
Brett Petit
Former Senior Vice President, Marketing & Sales
Catherine Aslin
Former Senior Vice President, Human Resources
2020 Performance — Materially Impacted by COVID-19 Pandemic
The impact of the COVID-19 pandemic on the Company’s business has been more substantial than any other event throughout the Company’s history. In response to the COVID-19 pandemic, federal, state, and local governments implemented significant restrictions on travel, social conduct, and business operations, including mass quarantine and social distancing mandates and orders. The pandemic and these containment measures have had, and may continue to have, a material negative impact on the Company’s business and financial performance. On March 13, 2020, the Company temporarily suspended operations at all of its theme parks and waterparks due to the COVID-19 pandemic. Through concerted action, the Company quickly implemented plans to mitigate the crisis and position the Company for future success while ensuring the health and safety of the Company’s employees and guests. As a result of these actions, most of the Company’s theme parks and waterparks operated in at least some capacity for a portion of the season, albeit pursuant to reduced capacity and other operating limitations. Highlights of the Company’s response to the pandemic included:

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Executing on these measures quickly and effectively has helped to conserve liquidity, stabilize the business, and position the Company to open all of its parks safely as soon as permitted by local health and government authorities.
Prior to the pandemic, the Company initiated a transformation plan. The transformation plan consists of both revenue and cost initiatives designed to improve the Company’s core operational effectiveness and to support the Company’s strategy, delivering sustainable value creation over time. The Company’s strategy is to create thrilling, memorable experiences at its regional parks, delivered by a diverse and empowered team, through industry-leading innovation and technology. It is driven by three focus areas:
Modernizing the guest experience through technology,
Continuously improving operational efficiency, and
Driving financial excellence.
Due to the outbreak of the COVID-19 pandemic in early 2020 and the resulting park closures, management redirected its focus on steering the Company through this crisis, causing a delay in the Company’s transformation plan. However, in the latter half of 2020, the Company’s management team made significant progress on each of the transformation initiatives. The Company designed the transformation plan to generate an incremental $80 to $110 million in annual run-rate Adjusted EBITDA (a non-GAAP financial measure).1 Adjusted EBITDA is defined on page 39 of this Proxy Statement. The Company aspires to realize $30 to $35 million of Adjusted EBITDA in 2021, independent of attendance levels, and to achieve the remaining benefits through incremental revenue opportunities and lower variable costs once the Company is in a normal operating environment.
Although the response to the pandemic and the significant progress the Company made on its transformation plan demonstrated that the Company has an extremely dedicated and conscientious management team, because of the pandemic’s impact on the Company’s operations and financial performance, no annual incentives were paid to any executives for 2020.
1
As explained in the Form 10-K, information reconciling forward-looking Adjusted EBITDA to net (loss) income is unavailable to the Company without unreasonable effort. The Company is not able to provide reconciliations of Adjusted EBITDA to net (loss) income because certain items required for such reconciliations are outside of the Company’s control and/or cannot be reasonably predicted, such as depreciation, amortization and the provision for income taxes. Preparation of such reconciliations would require a forward-looking balance sheet, statement of income and statement of cash flow, prepared in accordance with GAAP, and such forward-looking financial statements are unavailable to the Company without unreasonable effort.
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COMPENSATION DISCUSSION AND ANALYSIS
Changes to Compensation Program Structure
With the appointment of a new CEO in November 2019, the Company conducted a comprehensive review of its annual and long-term incentive programs to enhance alignment with strategic initiatives and stockholder value creation. The Company moderately adapted its original plans in response to the challenges and uncertainty presented by the pandemic in 2020. As the business begins to normalize in the wake of the pandemic, the Compensation Committee plans to return to its original compensation design structure adopted in early 2020, beginning in 2021. The Compensation Committee has crafted both short-term and long-term incentives closely tied to the transformation plan.
Annual Cash Incentive
Changes for 2020
Changes for 2021
Anticipated Future Changes
 Updated performance criteria in February 2020 using a revenue growth metric (25% weighting) instead of the net debt metric previously used, maintained Adjusted EBITDA (50% weighting), guest satisfaction (12.5% weighting), and safety (12.5% weighting)
metrics.
 Retained, but modified, an Adjusted EBITDA performance gate; if Adjusted EBITDA did not meet or exceed the gate, no annual incentives would be earned, regardless of achievement of the other
metrics.
 Due to the pandemic, the Company did not achieve the Adjusted EBITDA gate of $382.5 million for 2020 and, as a result, no annual cash
incentives were earned or paid.
 In view of ongoing uncertainties due to the pandemic, focus on cash generation necessary to fuel growth and service the Company’s fixed obligations by adopting a modified cash flow metric (Adjusted EBITDA less capital expenditures; 75%
weighting).
 Maintained guest satisfaction (12.5% weighting) and safety
(12.5% weighting) metrics.
 Eliminated Adjusted EBITDA
gate.
 Once the business normalizes, will reconsider appropriate short-term financial metrics, but maintain guest satisfaction (12.5% weighting) and safety
(12.5% weighting) metrics.
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Long-Term Equity Incentives
Changes for 2020
Changes for 2021
Anticipated Future Changes
 As previously disclosed, neither stock options nor Project awards were used in the design of the long-term
incentive program for 2020.
 Revised program was originally designed to consist of 50% restricted stock units (“RSUs”) and 50% performance stock units (“PSUs”). The Compensation Committee believes that a combination of RSUs and PSUs better aligns with current market practice and stockholder interests, and will enhance the Company’s ability to drive stockholder value while attracting, retaining, and motivating
leadership talent.
 Due to the uncertainty created by the impact of the pandemic at the time the Compensation Committee was considering the performance criteria for the long-term incentive plan, the Compensation Committee determined that it was impracticable to establish meaningful long-term performance metrics. Instead, the 2020 grants to named executive officers consisted 100% of RSUs to motivate leading the business to recovery and growth and to provide a more effective
retention tool.
 Returned to original intent of
50% RSUs and 50% PSUs.
 RSUs will vest 1/3 per year over three years, and PSUs will vest on the third anniversary of the grant, provided the applicable
performance criteria are met.
 PSU targets are based upon Adjusted EBITDA (60%) and Revenue (40%) achieved in the third year of the plan (2023), in each case aligned with the goals of the
transformation plan.
 PSUs will vest in a range of 0-200% of target, with threshold achievement resulting in 50% vesting and maximum achievement resulting in 200% percent vesting; achievement of target in the second year of the plan will result in an enhancement but in no event to exceed 200% of target in the
aggregate.
 Will continue with 50% RSUs and 50% PSUs for named
executive officers.
 RSUs will vest 1/3 per year over three years, and PSUs will vest on the third anniversary of the grant, provided the applicable
performance criteria are met.
 Performance criteria to be aligned with the transformation plan and long-term strategic plan; specific
criteria to be determined.
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COMPENSATION DISCUSSION AND ANALYSIS
Executive Compensation
Executive Compensation Philosophy and Objectives
Total direct compensation for the named executive officers is generally a combination of three components:


The primary goal of the Company’s executive compensation program is to drive long-term growth and stockholder value through three key objectives:
Attract, Retain, and Motivate Leadership Talent
Establish fair and competitive compensation program
Use multi-year vesting schedules for long-term equity grants
Consider comparable market data as appropriate
Align Pay with Stockholder Interests
Tie a significant portion of total compensation opportunity to business and individual performance
Maintain appropriate mix of fixed and performance-based compensation
Avoid encouraging unnecessary and excessive risk-taking
Drive Company Performance
Reward named executive officers for meeting or exceeding Company’s growth and strategic objectives
Tie short-term incentives closely to Company’s performance
Balance short-term and long-term compensation elements to motivate and reward superior performance and execution of business strategy
Compensation Practices
The Company strives to align its executive compensation program with the interests of the Company and its stockholders, and implements strong corporate governance in the executive compensation program to achieve this result. The chart below highlights certain pay practices that the Company maintains and those that it avoids:
What We Do:
What We Do Not Do:
Pay for performance
Dividends on equity paid prior to vesting
Annual Say-on-Pay vote
Hedging and pledging of Company stock
Annual review of peer group
Tax gross-ups upon change of control
Limited perquisites
Repricing of stock options without stockholder approval
Stock ownership guidelines
Clawback policy
Double trigger for vesting on change in control
No guaranteed minimum payouts
Capped incentive awards
Annual Say-on- Pay Vote and Stockholder Engagement
The Company is pleased that approximately 93% of the votes cast at the 2020 annual meeting were in favor of the Company’s executive compensation of the named executive officers for 2020. Management believes this strong support recognized the actions that the Board and senior management took to address stockholder concerns regarding the executive compensation program following the disappointing results of the Say-on-Pay vote at the 2019 annual meeting. The Compensation Committee believes (supported by stockholders’ strong support for last year’s Say-on Pay vote) that the changes that were made in 2020 enhanced the executive compensation practices and helped align executive compensation with the Company’s business and strategic objectives, as well as support long-term stockholder value creation.
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The Company values continuous dialogue with institutional investors and other stockholders, and spends considerable time reflecting on feedback received. As part of management’s regular interaction with the Company’s institutional stockholders, management plans to continue to discuss the Company’s governance and compensation practices. As a direct result of the Company’s stockholder engagement initiatives over the past few years, the Company has made several improvements to its practices as set forth under “Corporate Governance—Stockholder Engagement.” In addition, the following changes have been made or are in progress:
Enhanced compensation disclosures – the Company has continued to more clearly describe the elements of its compensation program, including long-term equity awards.
Compensation benchmarking – the Compensation Committee benchmarks total compensation of the named executive officers to the median of its peer group.
Reinvigorated annual incentive plan and new long-term equity incentive plan for 2021 – the Compensation Committee, in consultation with the independent compensation consultant and senior management, is continuing to design changes to both the annual and long-term incentive plans. The Company believes that these changes better align with current market practice and stockholder expectations, as well as strengthen the link between pay and performance. See “—Changes to Compensation Program Structure.”
No future Project awards – the Company has not announced any new Projects since 2016 and does not intend to grant Project awards in the future.
The Company is committed to engaging with its stockholders and will continue to evaluate its approach to executive compensation and corporate governance matters. The Company welcomes input from stockholders on its compensation policies and compensation program at any time.
Administration by the Compensation Committee
The Compensation Committee is responsible for administering the compensation program for executive officers and certain other members of senior management of the Company. The Compensation Committee determines the appropriate compensation levels for the Company’s named executive officers; evaluates compensation plans, policies, and programs; and reviews benefit plans. Additional responsibilities of the Compensation Committee include, but are not limited to, reviewing the Company’s executive compensation philosophy and strategy; participating in the performance evaluation process for the Chief Executive Officer; setting base salary and incentive opportunities for the Chief Executive Officer and other senior executives; establishing incentive compensation and performance goals and objectives for the Company’s senior executives and other eligible executives and management; and determining whether performance objectives have been achieved. The Compensation Committee also recommends to the Board the structure of employment or consulting agreements and severance arrangements, and approves such agreements or benefits for the named executive officers. The members of the Compensation Committee are not current or former employees of the Company and are not eligible to participate in any of its executive compensation programs.
Management Participation
The Company’s Human Resources department is responsible for the ongoing management of the executive compensation program. The Executive Vice President, General Counsel, and Chief Administrative Officer, and her staff, serve as the primary management liaison to the Compensation Committee and propose compensation programs and policies to the Compensation Committee at the request of the Compensation Committee and the Chief Executive Officer. The Compensation Committee meets with the Chief Executive Officer and any other senior executives as the Compensation Committee deems appropriate when it determines the performance criteria and compensation levels of senior executives. The Chief Executive Officer makes recommendations to the Compensation Committee regarding individual compensation, such as base salary changes and incentive compensation opportunities for senior executives other than himself. In addition, the Chief Financial Officer and his staff evaluate the financial implications of executive compensation proposals and financial performance measures in incentive compensation arrangements.
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COMPENSATION DISCUSSION AND ANALYSIS
Compensation Consultants
The Compensation Committee retained Deloitte Consulting LLP (“Deloitte”) to advise it in connection with executive and director compensation for 2020. Deloitte affiliates also provided tax, international development, and other consulting services to the Company during 2020. The Compensation Committee reviewed the services provided by Deloitte and its affiliates and approved the provision of such services. The Compensation Committee does not believe that the provision of such non-compensation services to the Company impairs Deloitte’s ability to provide independent advice to the Compensation Committee or otherwise presents a conflict of interest. The aggregate fees paid to Deloitte for executive compensation services to the Compensation Committee during 2020 were $206,082, and the aggregate fees paid to Deloitte for tax, international development, and other consulting services to the Company during 2020 were $687,240. Following a routine request for proposal process, the Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to act as the Company’s compensation consultant beginning in 2021.
Factors in Determining Executive Compensation
In making compensation decisions regarding senior executives generally, the Compensation Committee considers general market information, as well as business and industry conditions, the Company’s strategic business objectives, and the executive’s contributions, performance, and experience. The initial compensation arrangements for the named executive officers were a result of arm’s-length negotiations by the Company with the executives in connection with their hire or retention and do not correspond to a specific benchmark level of pay. The compensation for the named executive officers is reviewed annually by the Board, the Compensation Committee, and the Chief Executive Officer. An analysis of overall Company performance, budget targets, achievement of individual performance goals, and the direct reporting relationship to the Chief Executive Officer is undertaken regarding the compensation of each executive. The Compensation Committee makes compensation determinations and adjustments when determined to be appropriate in accordance with the Company’s compensation philosophy and plans. The Company considered general historical market information on long-term incentive grants provided by Deloitte, historical grant awards, and Company and individual performance, as well as the uncertainty presented by the pandemic, when making recommendations to the Compensation Committee about long-term incentive grants in 2020.
The Compensation Committee uses peer group data as a reference point to compare the named executive officers’ pay against the peer group. The Compensation Committee also uses compensation data from the Company’s peer group as general guidance and as one of many factors that inform its judgment of appropriate compensation parameters for target compensation levels, but has not historically set executive compensation levels with reference to any particular percentile of the peer group and has not sought to match any particular element or mix of elements to that of the peer group. Beginning in 2021, the Compensation Committee set target compensation levels within a competitive range of the peer group median.
Peer Group Review
In 2018, the Company established a peer group as a result of engagement with its stockholders and to enable stockholders to assess the Company’s executive compensation relative to its peers. Given the unique focus of the Company’s business in operation of regional theme parks and waterparks, the Company has few direct business competitors, which makes it difficult to create a peer group based on industry codes, revenue or market capitalization alone. The Compensation Committee determined an appropriate peer group for purposes of compensation comparison, in consultation with Deloitte, by considering U.S. publicly traded companies with an emphasis on companies with primary business activities centered around entertainment, leisure, hospitality, and gaming. For 2020, the Compensation Committee used the following peer group for purposes of executive compensation analysis:
AMC Entertainment Holdings, Inc.
Live Nation Entertainment, Inc.
Boyd Gaming Corporation
Marriott Vacations Worldwide Corporation
Cedar Fair, L.P.
Norwegian Cruise Line Holdings Ltd.
Choice Hotels International, Inc.
Penn National Gaming, Inc.
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Churchill Downs Incorporated
SeaWorld Entertainment, Inc.
Cinemark Holdings, Inc.
Texas Roadhouse, Inc.
Dave & Buster’s Entertainment, Inc.
The Madison Square Garden Company
Eldorado Resorts, Inc.
Vail Resorts, Inc.
IMAX Corporation
World Wrestling Entertainment, Inc.
For 2021, the Compensation Committee, with the assistance of FW Cook, determined that three peer companies historically used by the Company—Eldorado Resorts, Inc., IMAX Corporation, and The Madison Square Garden Company—should be removed because they either ceased to exist as a standalone public company or had become less aligned with established peer group criteria than in prior years. Additionally, the Compensation Committee determined to add Hilton Grand Vacations, which is more closely aligned with those criteria.
The Compensation Committee believes this peer group achieves the desired level of balance in terms of revenue, market capitalization, and EBITDA, and reflects the types of companies with whom the Company competes for talent. The Company is reasonably comparable to the peer group median for revenues, market capitalization, and EBITDA. The following charts show the Company’s ranking within the peer group in terms of revenue, market capitalization, and EBITDA (in millions, as of December 31, 2019, to reflect pre-COVID scale):


(1)
Source: S&P CapIQ
For executive compensation comparisons, the Company primarily reviewed data from the most recently reported proxy statements and SEC filings of the peer group companies, as well as supplemental published compensation survey data.
Peer Group Comparison
In order to examine the competitiveness and appropriateness of the Company’s overall compensation program, the Company reviewed the total direct compensation of the named executive officers (consisting of base salary, target annual incentive, and target long-term equity, but not including benefits and perquisites) during 2020 to the peer group companies. The Compensation Committee believes the analysis confirms that the executive compensation program is appropriately designed to achieve the Company’s general objectives and is aligned with the companies in the peer group. The current named executive officers’ total compensation is within a competitive range of the peer group median for each named executive officer’s respective position, though individual positioning varies above and below the respective median.
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COMPENSATION DISCUSSION AND ANALYSIS
Total Direct Compensation Mix
The following charts show the relationship between the primary components of the Company’s total annual target direct compensation mix for each current named executive officer. For the Company’s Chief Executive Officer, 87% of his target total compensation is “at risk.” For the other current named executive officers, 77% of target total compensation is “at risk.” The charts illustrate target total compensation as of December 31, 2020, as described in the Base Salary, Annual Incentives, and Long-Term Equity sections below.

*
Pursuant to Mr. Spanos’ employment agreement, his target annual incentive is 150% of base salary. In February 2020, the Company and Mr. Spanos agreed that he would not be eligible for an annual incentive in 2020, and his employment agreement was amended accordingly.
Elements of Compensation
The individual components of the Company’s executive compensation program in 2020 included:

As noted above, for 2021 the Compensation Committee returned to its original plan of granting long-term equity to executives in the form of 50% RSUs and 50% PSUs. In setting total compensation, the Compensation Committee consistently applies its compensation philosophy, as described below, to the facts and circumstances associated with each executive through the exercise of appropriate business judgment.
Base Salary
Salaries are used to provide a fixed amount of compensation for an executive’s work. Although initially established in each named executive officer’s employment agreement and based on the philosophies and factors described herein, the salaries of named executive officers are reviewed annually, as well as at the time
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COMPENSATION DISCUSSION AND ANALYSIS
of a promotion or other change in responsibilities. The Compensation Committee strives to pay a base salary to attract and retain highly qualified executives to drive success based on the individual’s responsibilities, performance, and experience, internal equity, and business and industry conditions. For 2020, Messrs. Barber and Petit and Ms. Aslin received salary increases ranging from 1.96% to 3.6%. Mr. Spanos joined the Company in late 2019 and did not receive a salary increase for 2020. Mr. Reddy and Ms. Doerre joined the Company in 2020. Ms. Doerre’s salary increased from $540,000 to $650,000 in October 2020 due to her expanded role and assumption of the additional duties of Chief Administrative Officer. Mr. Russ’ salary increased from $387,000 to $450,000 during 2020 due to the changes in his roles and duties at the Company and ultimately assuming the role of Senior Vice President, Operations Services.
Effective April 6, 2020, in light of the disruption and uncertainty created by the evolving COVID-19 pandemic and its then-anticipated impact on the operations of the Company, each named executive officer (other than Mr. Barber who was transitioning from his role as Chief Financial Officer) agreed to a temporary 25% reduction of base salary. Those reductions remained in effect until November 30, 2020. Ms. Doerre and Mr. Reddy continued their salary reduction through the end of 2020, and Mr. Spanos’ salary reduction continued through February 28, 2021. The impact of the reduced base salaries is reflected in the 2020 Summary Compensation Table.
The following table shows the annual base salary rate in effect during 2020 for the currently employed named executive officers:
Executive
Contractual Base
Salary Rate($)
Adjusted Base
Salary Rate($)
Michael Spanos
1,150,000
862,500
Sandeep Reddy
650,000
487,500
Laura W. Doerre
650,000
487,500
Leonard A. Russ
450,000
337,500
Annual Incentives
Each year, the Compensation Committee sets the performance criteria for the annual incentive program in light of the Company’s growth strategy, major initiatives, and current and projected operations and objectives. Historically, the Company’s annual incentive plan closely linked pay and performance by providing all eligible full-time employees, including the named executive officers, an incentive compensation opportunity based on the Company achieving key business plan goals, with an emphasis on Adjusted EBITDA. Other goals related to net debt level, guest satisfaction, and safety. The Company selected these goals because it believes successful performance against these measures promotes the creation of long-term stockholder value. The Company places more weight on Adjusted EBITDA because it believes that Adjusted EBITDA tracks core operating performance most closely, is widely used by analysts and investors to evaluate performance in the Company’s industry, and is most directly related to stockholder value. In early 2020, the Company sought to refresh its annual incentive plan to drive financial performance and stockholder value, boost employee morale, and retain and attract talent. The Company was focused on establishing balanced performance metrics to promote disciplined progress towards the Company’s longer-term goals. For 2020, the Compensation Committee established target levels of achievement for the four financial and strategic objectives as follows:
Objective
Weight
Target Goal
Adjusted EBITDA
50.0%
$447 million
Revenue Growth
25.0%
$1,486 million
Guest Satisfaction
12.5%
2020 guest satisfaction score equals or exceeds 2019 guest satisfaction score, or
2020 guest satisfaction score is higher than a specified target
Safety
12.5%
2020 guest safety perception score exceeds 8.0 and quality assessment review standards met, and
2020 workers compensation claims lower than a specified target
Total
100%
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COMPENSATION DISCUSSION AND ANALYSIS
“Adjusted EBITDA” is defined as Modified EBITDA minus the interests of third parties in the Adjusted EBITDA of properties that are less than wholly owned by the Company. “Modified EBITDA” is defined as the Company’s consolidated income (loss) from continuing operations excluding the following: the cumulative effect of changes in accounting principles; discontinued operations gains or losses; income tax expense or benefit; restructure costs or recoveries; reorganization items (net); other income or expense; gain or loss on early extinguishment of debt; equity in income or loss of investees; interest expense (net); gain or loss on disposal of assets; gain or loss on the sale of investees; amortization; depreciation; stock-based compensation; and fresh start accounting valuation adjustments.
Unless Adjusted EBITDA for 2020 was more than $382.5 million, no annual incentive could be earned. Each named executive officer’s employment agreement provides for an annual incentive target as set forth in the following table. No named executive officer may earn more than 200% of his or her target annual incentive. As a result of the pandemic, the Company did not achieve the EBITDA gate, and no annual incentives were paid to any executives for 2020.
Executive
Target Annual
Incentive
Target Annual
Incentive($)
Actual
Annual
Incentive($)
Michael Spanos(1)
150% of base salary
Sandeep Reddy(2)
90% of base salary
585,000
Laura W. Doerre
90% of base salary
585,000
Marshall Barber
75% of base salary
425,625
Leonard A. Russ
62.5% of base salary
281,250
Brett Petit
62.5% of base salary
325,000
Catherine Aslin
62.5% of base salary
225,000
(1)
In February 2020, the Company and Mr. Spanos agreed that he would not be eligible for an annual incentive in 2020, and his employment agreement was amended accordingly.
(2)
Mr. Reddy’s employment agreement provides that his 2020 target annual incentive would be prorated for the portion of 2020 that his agreement was in effect.
Long-Term Equity
While annual cash incentives are intended to reward the achievement of short-term financial goals, the executive compensation program emphasizes and rewards results over the long term through equity incentives that have a substantial performance-based component and multi-year vesting schedules. The Company’s long-term equity awards are tied to the Company’s performance and the value of its common stock over multiple years. The Company believes that the characteristics of equity-based compensation, particularly the extended vesting periods, and the direct correlation between realized value to executives and stock price, are closely aligned with maximizing stockholder value, supporting its long-term growth strategies, and aligning compensation with risk outcomes. Extended vesting periods also incentivize retention. The Compensation Committee also believes that it is appropriate to evaluate equity grant opportunities on a systematic basis at least annually.
The Compensation Committee may, from time to time, grant additional equity incentive awards to employees, including named executive officers, based on individual circumstances such as outstanding performance or in connection with a promotion. The Compensation Committee has historically awarded stock options or performance stock units, or a combination thereof, based on its determination of the relative value of each form of award at the time of grant and the performance and responsibilities of each named executive officer. Beginning in 2020, the Committee redesigned the long-term incentive program, with the intention of issuing a combination of time-vesting RSUs and performance-vesting PSUs. Due to the uncertainty presented by the pandemic, and the associated impracticality of establishing long-term incentive goals in mid-2020, the Compensation Committee determined to issue long-term equity incentives 100% in the form of RSUs for named executive officers, in order to fully incentivize them to lead the Company through the pandemic and create shareholder value. The value of the RSU awards were consistent with equity awards granted to named executive officers employed in the prior year. For newly hired named executive officers, the value of the RSU
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awards was consistent with target values anticipated to be awarded, although the value for Mr. Spanos in 2020 was increased, primarily to incentivize retention. For 2021, the Compensation Committee has returned to a structure of 50% RSUs and 50% PSUs for grants to executive officers and to a normalized target equity value for Mr. Spanos.
Restricted Stock Units. RSUs are purely time-vesting awards and typically vest one-third on each of the first three anniversaries of the grant date. RSUs align management’s interests with those of stockholders by growing in value as the Company’s stock price increases. Due to the uncertainty created by the impact of the COVID-19 pandemic, the annual grant for 2020, which was awarded to all eligible full-time employees, consisted 100% of RSUs.
Performance Stock Units. PSUs offer the potential for meaningful compensation for proven performance measured over an extended period of time. The PSUs will not vest until the date specified in the award agreement and, consistent with the Company’s core principle of providing pay for performance, are forfeited if the established performance criteria are not achieved. PSUs vest in a range of 0% to 200% of the target award. No PSUs vest unless a minimum threshold is achieved with respect to a performance metric, and only 50% vest at threshold levels. PSUs vest at target levels with achievement of target performance, and at two times target with achievement at maximum levels. Achievement between threshold, target, or maximum levels results in pro rata vesting.
Stock Options. Stock options vest 25% on each of the first four anniversaries of the grant date. The stock options have a term of ten years and, in all instances, an exercise price of not less than the closing price of the Company’s common stock on the date the stock options are granted. The Compensation Committee believes that stock options are aligned with the long-term interests of stockholders because the stock options have no value to the named executive officers unless the market value of the Company’s common stock increases after the grant date. As discussed below under “Dividend Equivalent Rights,” unvested stock options have Dividend Equivalent Rights associated with them, which are not paid until the options vest. No stock options were granted to any named executive officers in 2020.
Dividend Equivalent Rights. In order for equity award recipients to participate in any dividends paid on the Company’s common stock, the Compensation Committee determined to grant holders of the Company’s unvested stock options and certain restricted stock units, with Dividend Equivalent Rights (“DERs”). No DERs are paid to any holders with respect to any unvested awards until such awards vest. The stock option DERs provide for issuance of shares of stock to holders of unvested stock options in a value equal to any dividends, if and when dividends are declared and paid, on the common stock from the grant date through the date of option vesting, and such shares are paid only once vesting occurs. In April 2020, the Company suspended payment of dividends on its common stock.
Previously, the Company issued performance awards in the form of “Projects” to incentivize participants to achieve stretch goals over a multi-year period. Although the Company no longer intends to utilize this form of long-term incentive, Project awards remained outstanding for some named executive officers during 2020, but no amounts were earned under such Project awards during 2020.
Minimal Perquisites
The Company provides a limited number of perquisites and other personal benefits to the named executive officers, which the Company believes are reasonable and consistent with market practices. The “All Other Compensation” column of the 2020 Summary Compensation Table sets forth these perquisites in accordance with the requirements of the SEC.
Retirement and Other Benefits
The Company believes retirement plans serve to attract and retain talented personnel generally, but they should not be a significant part of the overall compensation program. The Company has a contributory 401(k) Plan available to employees of the Company who meet the age and service requirements. The Company makes matching contributions in the amount of 100% of the first 3% of salary contributions and 50% of the next 2% of salary contributions made by employees (subject to tax law limits).
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The Company also has a Supplemental 401(k) Plan, which permits eligible participants to defer a portion of their compensation without such portion being limited by Internal Revenue Code restrictions applicable to the contributory 401(k) Plan and, in some cases, to receive corresponding matching contributions. For a discussion of the Supplemental 401(k) Plan, see “Executive Compensation—Fiscal 2020 Non-Qualified Deferred Compensation.”
The Company also maintains a stockholder-approved employee stock purchase plan, which is made available to substantially all of the Company’s employees, and allows participants to acquire the Company’s common stock at a discounted price. The purpose of the plan is to encourage employees at all levels to purchase stock and become stockholders. The plan allows participants to buy the Company’s common stock at a 10% discount to the lower of the market value of the common stock at the beginning and end of each successive six-month offering period. Under applicable tax law, no plan participant generally may purchase more than $25,000 in market value (based on the market value of the Company’s common stock on the first trading day of each offering period) of the Company’s common stock in any calendar year.
The named executive officers are eligible to participate in these plans on the same basis as other eligible participants.
Health Benefits and Disability Insurance
The Company provides its named executive officers with the same health and disability insurance plans offered to all employees.
Compensation in Connection with Recruitment
The Company may provide sign-on bonuses and new-hire equity awards if the Compensation Committee determines it is necessary and appropriate to advance the Company's interests, including to attract top-executive talent. Sign-on bonuses and new hire equity awards are an effective means of offsetting the compensation opportunities executives forfeit when they leave a former employer to join the Company. In connection with Ms. Doerre becoming General Counsel in 2020, she received a $330,000 sign-on bonus that included the amount of her 2019 bonus that her former employer did not pay because she transitioned to the Company before the payment date for such bonus. The Compensation Committee approved a new hire equity award for each of Ms. Doerre and Mr. Reddy of $600,000 and $1,000,000, respectively, with two-year cliff vesting from the grant date. The Compensation Committee determined the new hire compensation packages after considering several factors, including compensation data for comparable positions at other companies, compensation forgone by the executives at their former employment, and the need to provide a meaningful retention incentive.
Compensation Upon Termination of Employment
In addition to the direct compensation program, the Company believes it is important to provide the named executive officers with competitive separation payments and benefits because it provides a measure of financial security for the named executive officer and his or her family in the event of certain terminations of employment and also enables the Company to secure their cooperation following termination. Under their respective employment agreements, the named executive officers are entitled to severance in the event of specified terminations of employment and as a consequence of a change in control. The agreements contain a double trigger provision, which requires both a change in control and actual or constructive termination of employment in order for the named executive officer to receive benefits under the change in control provision rather than a single trigger provision under which benefits are triggered automatically by a change in control. The Company does not provide an excise tax gross-up in the event of a termination due to a change in control.
The separation payments and benefits are intended to provide the executives with a measure of financial support if their employment is terminated in certain circumstances through no fault of their own. The enhanced and accelerated benefits offered in connection with a change in control are designed to support the following business objectives:
Enhance the Company’s value in a consolidation transaction by helping retain and stabilize the management team during periods of uncertainty.
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Preserve the objectivity of the Company’s management team if they are negotiating and executing a consolidation transaction.
Keep the management team focused on the Company’s business instead of their personal financial situation.
In connection with their separation from the Company during 2020, Ms. Aslin and Mr. Petit received separation payments. See “—Description of Retirement Agreements and Separation Payments” for additional information.
The Company elects to provide post-employment compensation to the executive officers on a case-by-case basis as the employment market, the qualifications of potential employees, and the Company’s hiring needs dictate. See “Executive Compensation—Potential Payments Upon Termination” for additional information on separation payments and benefits for the named executive officers.
Tax and Accounting Considerations
The Compensation Committee may consider the impact of tax and accounting consequences when developing and implementing the Company’s executive compensation programs. The Compensation Committee designs and administers compensation programs that it believes are in the best interests of the Company and its stockholders.
Stock Ownership, Clawback, and Other Policies
To further align the senior executives’ interests with those of the Company's stockholders, the Company maintains stock ownership guidelines. The guidelines provide that, within three years of the year in which the executive first becomes subject to the guidelines, the executive should seek to establish holdings in the Company’s stock equal in value to a multiple of his or her annual base salary as follows:
Senior Executive
Ownership Guideline
Multiple
Chief Executive Officer
6x base salary
Other Senior Executives
2x base salary
All types of equity holdings, with the exception of stock options, are included in determining ownership. All of the current named executive officers are in compliance, or on target to achieve compliance, with the Company's stock ownership guidelines.
The Company’s securities trading policy requires executives and directors to consult the Company’s General Counsel prior to engaging in transactions involving the Company’s common stock. In order to protect the Company from exposure under insider trading laws, executives and directors are encouraged to enter into pre-programmed trading plans under Exchange Act Rule 10b5-1. The Company’s securities trading policy prohibits directors and executives from pledging, hedging, or monetization transactions including, but not limited to, through the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, and other derivative instruments, or through the establishment of a short position in the Company’s securities.
To promote the highest level of financial integrity and ethical behavior, and to discourage excessive risk-taking, in early 2021, the Board adopted an Incentive Compensation Clawback Policy (the “clawback policy”) allowing the Board to recoup certain incentive-based compensation in the event of a material restatement of the Company’s financial statements or specific acts of improper conduct. Specifically, any performance-based compensation, including equity compensation and short-term incentive cash compensation, is subject to recoupment in the event of a material restatement of the Company’s financial statements or if the recipient engaged in fraud, willful misconduct, or certain other acts that constitute “improper conduct” under the clawback policy. In the event of a material restatement, each officer of the Company, as well as each employee whose fraud or willful misconduct resulted in the material restatement, would forfeit the amount of any incentive-based compensation paid during the three years preceding the date of the material restatement that
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the Board determines exceeds the amount the employee would have received had the revised financial statement(s) been used to determine the compensation. In the event of fraud, willful misconduct, or certain other improper conduct—including violation of an employment agreement or Company policy (including the Code of Business Conduct and Ethics), disclosing confidential information or trade secrets, or violating any non-solicitation or non-competition covenant—the employee engaging in such conduct would forfeit the amount of any incentive-based compensation paid during the period commencing one year prior to the improper conduct and continuing until the time the improper conduct is discovered, to the extent that the Board determines is appropriate under the circumstances. The clawback policy affords the Board broad discretion to determine the amount and extent of any clawback.
The Compensation Committee does not employ any form of wealth tally; it believes that grants to executives should be made based on individual and Company performance factors and market compensation conditions at the time of grant, as described herein.
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COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors of the Company has reviewed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and discussed it with the Company’s management. Based on the Compensation Committee’s review and discussion with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
THE COMPENSATION COMMITTEE
Ben Baldanza (Chair)
Esi Eggleston Bracey
Kurt M. Cellar
Enrique Ramirez
Arik Ruchim
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee serves, or has served, as an officer or employee of the Company. In addition, no interlocking relationship exists between the Board or the Compensation Committee and the board of directors or compensation committee of any other company, nor did any such interlocking relationship exist during 2020.
COMPENSATION POLICIES AND RISK MANAGEMENT PRACTICES
The Compensation Committee has reviewed the Company’s compensation policies and practices for all of the Company’s employees, including non-executive officers, and determined that the policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. The Compensation Committee believes that the design of the Company’s annual incentives and long-term equity incentives provides an effective and appropriate mix of incentives to help ensure the Company’s performance is focused on long-term stockholder value creation and does not encourage the taking of short-term risks at the expense of long-term results. The Company has discretion to reduce annual incentive payments (or pay no annual incentive) based on individual performance or any other factors it may determine to be appropriate in the circumstances.
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EXECUTIVE COMPENSATION
2020 Summary Compensation Table
The following table summarizes the compensation paid by the Company to (i) the Chief Executive Officer, (ii) the Chief Financial Officer, (iii) the former Chief Financial Officer, (iv) the individual who served as the Interim Chief Financial Officer, and (v) the Company’s other three most highly compensated executive officers serving as such during 2020.
Name and Principal Position
Year
Salary(1)(2)
($)
Bonus
($)
Stock
Awards(3)
($)
Option
Awards
($)
Non-Equity
Incentive
Plan
Compensation
($)
All Other
Compensation(4)
($)
Total
($)
Michael Spanos
President and Chief Executive Officer
2020
939,916
6,306,400
7,246,316
2019
132,692
215,000
1,999,998
2,337,500
165,000
4,850,190
Sandeep Reddy
Chief Financial Officer
2020
240,000
1,800,023
2,040,023
Laura W. Doerre
General Counsel & Chief Administrative Officer
2020
357,173
330,000
1,400,003
215,293
​2,302,469
Marshall Barber
Former Chief Financial Officer
2020
384,154
305,880
11,400
701,434
2019
553,000
208,829
265,200
35,097
1,062,126
2018
538,000
141,972
198,500
324,416
31,530
1,234,418
Leonard A. Russ
Former Interim CFO,
Current Senior Vice President, Operations Services
2020
343,601
904,895
7,293
1,255,789
Brett Petit
Former Senior Vice President, Marketing & Sales
2020
362,346
709,736
856,400
1,928,482
2019
510,000
102,180
212,160
30,490
854,830
2018
502,000
99,654
158,800
252,257
27,865
1,040,576
Catherine Aslin
Former Senior Vice President, Human Resources
2020
264,461
706,713
594,997
1,566,171
2019
347,500
58,481
212,160
20,734
638,875
2018
340,000
30,301
158,800
170,851
17,731
717,683
(1)
Effective February 24, 2020, (a) Mr. Barber retired as Executive Vice President and Chief Financial Officer (and later retired from the Company effective August 31, 2020), and (b) Mr. Russ, formerly the Senior Vice President, Strategic Planning and Analysis, assumed the role of Interim Chief Financial Officer. Effective July 1, 2020, Mr. Reddy became the Chief Financial Officer and, effective August 1, 2020, Mr. Russ, formerly the Interim Chief Financial Officer, assumed the role of Senior Vice President, Operations Services. Effective March 9, 2020, Ms. Doerre became the Executive Vice President and General Counsel. Effective October 2, 2020, Ms. Aslin, formerly the Senior Vice President, Human Resources, and Mr. Petit, formerly the Senior Vice President, Marketing & Sales, resigned, and, effective October 1, 2020, Ms. Doerre assumed the additional duties of Chief Administrative Officer.
(2)
Messrs. Barber and Petit and Ms. Aslin deferred portions of their salary into the Supplemental 401(k) Plan as set forth in the 2020 Non-Qualified Deferred Compensation Table. The amounts in the Summary Compensation Table for 2020 reflect salary prior to any such deferrals.
(3)
The dollar amount represents the aggregate grant date fair value of the awards granted computed in accordance with the stock-based accounting rules (Financial Accounting Standards Board ASC Topic 718). The assumptions used in the calculation of these amounts are discussed in Note 10 to the Company’s consolidated financial statements included in the Form 10-K. These awards also include the DERs distributed to reflect the dividend equivalents that had accumulated with respect to stock options vesting during such period.
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EXECUTIVE COMPENSA