DEF 14A of United Parks & Resorts Inc., Apr 30, 2025

DEF 14A of United Parks & Resorts Inc.

Filed Apr 30, 2025 · FY20240000950170-25-061190

Open on EDGAR

  1. Proposal No. 1—Election of Directors

    Proposal No. 1—Election of Directors The entire Board will be elected at the 2025 Annual Meeting of Stockholders. The Company entered into a stockholders agreement with Hill Path Capital LP that became effective May 29, 2019 and which was amended on February 27, 2024 and approved by the Company’s stockholders on March 25, 2024 (the “Stockholders Agreement”). Under the Stockholders Agreement, for so long as Hill Path owns at least 5% of the Company’s outstanding common stock, it will have the right to designate a number of individuals as directors (the “Hill Path Designees”) in proportion to its share ownership (rounded up or down as applicable to the nearest whole number), provided that the maximum number of Hill Path Designees shall not exceed three. Currently, Hill Path owns approximately 49.49% of the Company’s outstanding common stock and accordingly, is entitled to designate up to three Hill Path Designees to the Board. The Stockholders Agreement provides that no more than two of the directors designated by Hill Path may be affiliated with Hill Path and, subject to the independence standards of the New York Stock Exchange, there shall be one Hill Path Designee on each committee of the Board, as determined by Hill Path and subject to the approval of the Nominating and Corporate Governance Committee. However, in light of the benefits that the Nominating and Corporate Governance Committee and the full Board (including all of the non-Hill Path Designees) believe that Aayushi Dalal would contribute to the Company as a member of the Board, all of the current directors who are not affiliated with Hill Path, as well as the full Board, determined to grant a one-time waiver of the limitation in the Stockholders Agreement that no more than two Hill Path Designees be affiliated with Hill Path solely to permit Aayushi Dalal to join the Board. The Stockholders Agreement was not otherwise amended , modified, altered or waived in any other respect. Scott Ross and James Chambers are the current Hill Path Designees and Aayushi Dalal is proposed to be the third Hill Path Designee. Based on the recommendation of our Nominating and Corporate Governance Committee, the Board of Directors has considered and nominated the following slate of nominees for a one-year term expiring in 2026: James Chambers, Aayushi Dalal, William Gray, Timothy Hartnett, Nathaniel Lipman, Yoshikazu Maruyama, Thomas E. Moloney, Neha Jogani Narang, Scott Ross and Kimberly Schaefer. Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) attached to this proxy statement intend to vote the proxies held by them for the election of James Chambers, Aayushi Dalal, William Gray, Timothy Hartnett, Nathaniel Lipman, Yoshikazu Maruyama, Thomas E. Moloney, Neha Jogani Narang, Scott Ross and Kimberly Schaefer. If any of the nominees ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), such proxies may be voted by the proxyholders in accordance with the recommendation of the Board.

  2. Nominees for Election to the Board of Directors in 2025

    Nominees for Election to the Board of Directors in 2025 The following information describes the offices held, other business directorships of each director nominee and their ages as of the record date. In addition, each of our director nominees maintains a significant ownership interest in the Company in accordance with our stock ownership policy for directors, which is described below under “Director Compensation for Fiscal 2024―Stock Ownership Guidelines.” Beneficial ownership of equity securities of the director nominees is shown under “Ownership of Securities” below.

  3. Nominees for Election to the Board of Directors in 2025

    | Nominees for Election: | | | | Name | Age | Principal Occupation and Other Information | | Scott Ross Committees Compensation (Chair) Nominating and Corporate Governance Revenue | 45 | Scott Ross has been a director of the Company since November 2017 and has served as Chairman of the Board since July 2019. Mr. Ross is the Founder and Managing Partner of Hill Path Capital LP, a private investment firm. Prior to founding Hill Path, Mr. Ross served as a Partner at Apollo Global Management LLC (“Apollo”), a firm he joined in 2004, where he was responsible for leading private equity and debt investments in the lodging, leisure, entertainment, consumer and business services sectors. Prior to that, Mr. Ross was a member of the Principal Investment Area in the Merchant Banking Division of Goldman, Sachs & Co. and a member of the Principal Finance Group in the Fixed Income, Currencies, and Commodities Division of Goldman, Sachs & Company. Mr. Ross was employed by Shumway Capital Partners from August 2008 to September 2009. Mr. Ross previously served on the board of directors of Diamond Eagle Acquisition Corp., Great Wolf Resorts, Inc., EVERTEC, Inc. and CEC Entertainment, Inc. (parent company of Chuck E. Cheese’s and Peter Piper Pizza). Mr. Ross currently serves on the boards of directors of Dave & Buster's Entertainment, Inc. and ONE Group Hospitality, Inc. Mr. Ross graduated magna cum laude from Georgetown University in 2002 with a B.A. degree in Economics and was elected to Phi Beta Kappa. | | James Chambers Committees Compensation Nominating and Corporate Governance (Chair) Revenue | 38 | James Chambers has been a director of the Company since June 2019. Mr. Chambers has been a Partner at Hill Path Capital LP, since 2016. From 2009 to 2016, Mr. Chambers was a Principal at Apollo where he worked on a wide range of transactions across a variety of industries. Prior to Apollo, Mr. Chambers was an analyst in the Consumer Retail Group in the Investment Banking Division of Goldman Sachs & Co. Mr. Chambers has served on the board of directors of Dave & Buster’s Entertainment, Inc. since December 2020 and the board of directors of ONE Group Hospitality, Inc. since May 2024. Mr. Chambers has previously served on the board of directors of Great Wolf Resorts, Inc., CEC Entertainment Inc. (the parent company of Chuck E. Cheese's), Principal Maritime Tankers Corp. and Principal Chemical Carriers, LLC. Mr. Chambers graduated from Duke University in 2007 with a B.A. in Political Science and a Certificate in Markets and Management. | | Aayushi Dalal | 33 | Aayushi Dalal is a Vice President at Hill Path Capital LP, where she focuses on private equity, public equity, and credit investments in the leisure, entertainment, and consumer sectors. Prior to joining Hill Path in 2021, Ms. Dalal was a Vice President in the Technology, Media & Telecommunications Group within the Investment Banking Division of Goldman Sachs, where she began her career as an Analyst in 2013. Ms. Dalal holds a Bachelor of Business Administration from Emory University and an MBA from the Yale School of Management. |

  4. Nominees for Election to the Board of Directors in 2025

    | William Gray Committees Audit Nominating and Corporate Governance Revenue | 73 | William Gray has been a director of the Company since December 2014. He currently serves as Co-Founder and Executive Director of Hulls Highway Consulting, a Connecticut-based consulting company, which he co-founded in 2011. Mr. Gray has been a Senior Advisor to The Blackstone Group Inc. since 2010. Mr. Gray served as Co-Chief Executive Officer and Vice Chairman of Ogilvy North America of Ogilvy & Mather Worldwide from 2005 to 2009. Mr. Gray served as the President of Ogilvy Mather Advertising New York from 1997 to 2005. He joined Ogilvy & Mather, Inc. in 1978 as an Assistant Account Executive. Mr. Gray served on the boards of Crocs, Inc. from 2018 to 2020, Harleysville Group Insurance from 2007 to 2011, HealthMarkets, Inc. from 2013 to 2019, the board of trustees of The Century Family of Mutual Funds from 2006 to 2018 and the board of directors of Zinio Publishing Group from 2011 to 2014. He has also been a trustee of the New York Public Library since 1997. He received his MBA from the University of Virginia’s Darden School and a BA from Harvard College. | | Timothy Hartnett Committees Audit | 59 | Timothy Hartnett has been a director of the Company since December 2020. Mr. Hartnett has served as Chief Executive Officer of New Roc Management, a consulting firm focused on providing asset management and operational services and advice to a high net worth family since 2018. Mr. Hartnett has also served as Chief Executive Officer of White Fall Advisors, a consulting firm focused on providing financial and operational advice to various entities since 2016. From 2013 to 2016, Mr. Hartnett served as the Chief Executive Officer of HRS Management, a family office. Prior to that, Mr. Hartnett served as a Global Private Equity leader and held various other roles of increasing responsibility at PricewaterhouseCoopers during his tenure from 1998 to 2013. Mr. Hartnett received a B.A. in Accounting from Boston College, an M.B.A. in Finance from Columbia Business School and is a Certified Public Accountant (inactive). | | Nathaniel Lipman Committees Audit Nominating and Corporate Governance | 60 | Nathaniel J. Lipman has been a director of the Company since January 2024. Mr. Lipman served as Executive Chairman of CX Loyalty Holdings, Inc. (“CX Loyalty”), formerly known as Affinion Group Holdings, Inc. from 2012 until November 2015, and as President and Chief Executive Officer from October 2005 (when CX Loyalty was formed through the purchase of assets from Cendant Corporation (“Cendant”) by a coalition of certain selected management from Cendant Marketing Services Division and Apollo Management L.P.) to 2012. Mr. Lipman continues to actively serve as Senior Advisor to CX Loyalty since 2015. Mr. Lipman joined Cendant in June 1999 as Senior Vice President, Corporate Development and Strategic Planning. After a series of increasing responsibilities in business development and marketing, Mr. Lipman served as President and Chief Executive Officer of Cendant’s domestic membership business, Trilegiant, from 2002 to April 2004, and served as President and Chief Executive Officer of the Cendant Marketing Services Division from April 2004 to 2005. Prior to that, Mr. Lipman served as Executive Vice President, Strategic Development of Planet Hollywood, Inc. from 1996 to 1999. Prior to that, Mr. Lipman served as General Counsel of House of Blues Entertainment, Inc. from 1995 to 1996. Prior to that, Mr. Lipman served as Senior Corporate Counsel of The Walt Disney Company from 1993 to 1995. Mr. Lipman began his career as Corporate Associate at Skadden, Arps, Slate, Meagher and Flom from 1989 to 1993 where he focused on mergers and acquisitions and corporate finance. Mr. Lipman also serves on the boards of Trusted Media Brands, Inc. since 2018, Apollo Aligned Alternatives, Inc. since June 2022, and CURO Group Holdings Corp. since June 2024. Mr. Lipman also served as an Observer to the board of directors of PLBY Group, Inc. from 2022 to 2023. Prior to that, Mr. Lipman served as Chairman of the board of directors of FTD.com in 2021 and previously serving as a Senior Advisor to FTD.com from 2019 to 2021. Mr. Lipman also served on the boards of Diamond Resorts International, Inc. from 2017 to 2021, Apollo Strategic Growth Capital II, |

  5. Nominees for Election to the Board of Directors in 2025

    | | | Inc. from 2021 to 2023, Redbox Automated Holdings, LLC from 2016 to 2021, Exela Technologies, Inc. from 2017 to 2019, Walker Innovation, Inc. from 2013 to 2019, Novitex Enterprises, Inc. from 2013 to 2017, Evertec, Inc. from 2010 to 2013, Walker Digital Holdings, LLC in 2013, RDA Holdings, Inc. from 2013 to 2018, and Netmarket Group, Inc. from 2000 to 2003. Mr. Lipman also served as a Special Advisor to Upside Travel Group, LLC from 2016 to 2017 where he was a founding member of the board of managers from 2015 to 2016. Mr. Lipman received his B.A. from UC Berkeley and his Juris Doctorate from UCLA. | | Yoshikazu Maruyama Committees Compensation Revenue (Chair) | 54 | Yoshikazu Maruyama has been a director of the Company since June 2017 and served as Chairman of the Board from September 2017 until July 2019. Since May 2019, Mr. Maruyama has served as Chief Executive Officer and director of TOCA Football, Inc., a California-based, global soccer experiences company. Prior to that, he provided consulting services in the leisure industry, including to Zhonghong Zhuoye Group Co., Ltd., a real estate development and diversified leisure and tourism company in Asia from March 2017 to April 2018. Prior to that, Mr. Maruyama served as Global Head of Location Based Entertainment for DreamWorks Animation SKG, where he served from August 2010 until March 2017. From June 2004 to January 2009, he served as Chief Strategy Officer and was elected to the Board of Directors of USJ Co., Ltd, owner and operator of Universal Studios Japan theme park. Mr. Maruyama held multiple positions at Universal Parks and Resorts from June 1995 to June 2004, including as Senior Vice President of International Business Development and Vice President of Strategic Planning. Mr. Maruyama also served as a Financial Analyst at J.P. Morgan & Co. from July 1992 to June 1995. Mr. Maruyama holds a Bachelor of Science degree in Operations Research from Columbia University. Mr. Maruyama also serves on the board of Make-A-Wish Greater Los Angeles, a nonprofit organization. | | Thomas E. Moloney Committees Audit (Chair) Compensation | 81 | Thomas E. Moloney has been a director of the Company since January 2015. Mr. Moloney served as the interim Chief Financial Officer of MSC—Medical Services Company (“MSC”) from December 2007 to March 2008. He retired as the Senior Executive Vice President and Chief Financial Officer of John Hancock Financial Services, Inc. in December 2004. He had served in that position since 1992. Mr. Moloney served in various other roles at John Hancock Financial Services, Inc. during his tenure from 1965 to 1992, including Vice President, Controller, and Senior Accountant. Mr. Moloney also previously served as a director of MSC from 2005 to 2012. Mr. Moloney also served on the Board of Directors of Genworth Financial, Inc. from 2009 to 2021. Mr. Moloney is on the boards of Nashoba Learning Group and the Boston Children’s Museum (past Chairperson), both non-profit organizations. Mr. Moloney formerly served on the boards of Manulife International Board (Singapore), Nypro, Inc., 5 Star Life Insurance Company, and Shawmut Design and Construction Company. Mr. Moloney received a B.A. in Accounting from Bentley University and holds an Executive Masters Professional Director Certification (Silver Level) from the American College of Corporate Directors. |

  6. Nominees for Election to the Board of Directors in 2025

    | Neha Jogani Narang Committees Revenue | 41 | Neha Jogani Narang has served as a director of the Company since November 2019. Ms. Narang was most recently the interim Chief Marketing Officer for Roblox Corporation, a global platform for immersive experiences and user generated content where she led marketing from 2021 through March 2024. Prior to that, she served as the Chief Marketing Officer at Hello Mobile, Inc. d/b/a True, an early-stage private social app, from November 2020 through April 2021 and continued to serve as an advisor to the company until August 2021. Ms. Narang also founded G2M Consulting, LLC where she has been supporting companies as a marketing expert and fractional Chief Marketing Officer since 2018. Prior to that, Ms. Narang was a marketing leader at Facebook from 2011 to 2017, where she most recently led Global Developer Marketing and Consumer Product Marketing. Prior to joining Facebook, Ms. Narang was a consultant at The Boston Consulting Group from 2010 to 2011 and was a consultant at Cornerstone Research from 2005 to 2008. Ms. Narang holds a Master of Business Administration from Stanford University Graduate School of Business and a bachelor’s degree from University of Southern California. Ms. Narang also serves on the Board of Directors of the Boys and Girls Clubs of San Francisco, a nonprofit organization. |

  7. Nominees for Election to the Board of Directors in 2025

    | Kimberly Schaefer Committees Audit Revenue | 59 | Kimberly Schaefer has been a director of the Company since December 2020. Ms. Schaefer has served as Chief Executive Officer of RP Illusions, an educational and entertainment company, since April 2024. Ms. Schaefer served as Chief Executive Officer and a director of Alpine Acquisition Corporation, a Delaware blank Check company from February 2021 until January 2024. Ms. Schaefer served as the Chief Executive Officer of Two Bit Circus, Inc., an experiential entertainment company, through January 2024, previously serving as President from 2017 to 2019 and as a consultant from 2015 to 2016. She has also served as an Advisor to Alpine Consolidated since 2018. From 2009 to 2015, Ms. Schaefer served as Chief Executive Officer and a director of Great Wolf Resorts, Inc. Prior to being appointed their Chief Executive Officer, Ms. Schaefer served as Chief Operating Officer/Chief Brand Officer from 2005 to 2008. Ms. Schaefer has served on the boards of Hall of Fame Resort & Entertainment since July 2020 and Luxurban Hotels Inc. from March 2024 until December 2024. Ms. Schaefer formerly served on the board of Education Realty Trust from 2016 to 2018. Ms. Schaefer graduated from Edgewood College with a B.A. in Accounting and is a Certified Public Accountant (inactive). |

  8. Proposal No. 5—APPROVAL OF THE DIRECTOR COMPENSATION LIMIT SET FORTH IN THE UNITED PARKS & rESORTS INC. 2025 OMNIBUS INCENTIVE PLAN

    Proposal No. 5—APPROVAL OF THE DIRECTOR COMPENSATION LIMIT SET FORTH IN THE UNITED PARKS & rESORTS INC. 2025 OMNIBUS INCENTIVE PLAN The United Parks & Resorts Inc. 2025 Omnibus Incentive Plan includes a limit on the value of equity awards and cash that may be paid to a member of the Board in any fiscal year. Specifically, the 2025 Omnibus Plan provides that the maximum number of shares of common stock granted during a single fiscal year to any non-employee director (based on the grant date fair value of the award for financial reporting purposes), taken together with any cash fees paid to such non-employee director during the fiscal year, shall not exceed $3,000,000 in total value, unless 75% of the disinterested members of the Board approve compensation for a director in excess of $3,000,000 (the “Director Compensation Limit”). The Director Compensation Limit is an increase from the limit of $1,000,000 set forth in our 2017 Omnibus Incentive Plan. This Proposal No. 5 seeks stockholder approval of the Director Compensation Limit. Although stockholder approval of the Director Compensation Limit is not required under the stockholder approval requirements of the New York Stock Exchange, the exchange on which shares of our common stock are traded, we are asking our stockholders to approve the Director Compensation Limit because we believe seeking a stockholder-approved limit on the amount of cash and equity-based compensation that can be paid to a non-employee director of the Company in a fiscal year reflects corporate governance best practice. Stockholder approval of an aggregate limit on non-employee director compensation also provides guidance to the Board as to the appropriate parameters within which director compensation can be set. The vote to approve the Omnibus Plan Proposal has no effect on the vote to approve this Director Compensation Limit Proposal. We have a very active and involved Board. Members of our Board contribute significantly to our business and their service on the Board requires them to devote a significant amount of their business time and attention. During 2024, for example, the Board held 12 meetings, and together with Board committees, held 41 meetings. This includes: (i) nine Audit Committee meetings; (ii) four Nominating and Corporate Governance Committee meetings; (iii) seven Compensation Committee meetings; and nine meetings held by other committees. During 2023, the Board held 23 meetings, and together with Board committees, held 60 meetings. This includes: (i) 16 Audit Committee meetings; (ii) two Nominating and Corporate Governance Committee meetings; (iii) six Compensation Committee meetings; and 13 meetings held by other committees. In addition, Board members devote significant amounts of time to ad hoc meetings and working sessions with management and other Board members and also provide ongoing support to management in areas of each Board member’s expertise. The Company believes that the number of Board and committee meetings held over the course of 2023 and 2024, along with the additional contributions noted above, result in members of our Board committing significantly more time to their Board responsibilities than do board members at most other similar public companies. Because we hold a significantly greater number of Board and committee meetings each year, and our Board members are also engaged in ad hoc meetings, working sessions and providing ongoing support to management, our directors devote significantly more time to the discharge of their duties. Accordingly, we believe it is appropriate for us to have flexibility in structuring compensation arrangements to attract, motivate and retain qualified individuals to serve on the Board and its committees. We are therefore seeking Disinterested Stockholder Approval of the Director Compensation Limit. The Director Compensation Limit Proposal requires the approval by the holders of a majority of the shares of our common stock outstanding and entitled to vote as of the Record Date, other than any such shares beneficially owned by any director of the Company and their affiliates. These excluded shares will not be included in the numerator or denominator for purposes of determining whether approval for the Director Compensation Limit Proposal has been obtained. Stockholder approval of the Director Compensation Limit Proposal is not required under the stockholder approval requirements of the New York Stock Exchange, the exchange on which shares of our common stock are traded. If disinterested stockholder approval is not obtained for this Proposal No. 5, but stockholder approval of the Omnibus Plan Proposal is obtained, the Director Compensation Limit as set forth in the 2025 Omnibus Plan will apply to our non-employee directors. However, our Board and Compensation Committee will consider the outcome of this vote in making future decisions about the limit on compensation for our non-employee directors. YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL TO APPROVE DIRECTOR COMPENSATION LIMIT.

  9. 2024 Say-On-Pay Vote and Stockholder Outreach

    2024 Say-On-Pay Vote and Stockholder Outreach Stockholders voted 99.1% in support of our executive compensation programs at the 2024 stockholder meeting (excluding abstained and broker non-votes). Even though the results of the 2024 advisory Say-On-Pay vote were overwhelmingly positive, we continued to reach out to our stockholders to engage and gather feedback. We reached out to 20 of our largest stockholders representing almost 90% of our outstanding shares and had discussions with seven stockholders representing over 60% of our outstanding shares (including three of the top 10 holders of our stock). Below, we include more detail on specific areas where we believe, based on our engagement process, shareholders may be interested in more information and background. Additional disclosure on compensation risk: • Annually, we review our executive and broad-based compensation plans to determine if any of our plans encourage inappropriate risk taking that could potentially adversely impact the company and/or stockholder value. As part of our review, we focus on performance metrics and objectives, compensation mix, incentive plan design and compensation governance processes. In 2024, after review of 18 risk factors, we determined that there were no factors that contribute to potential risk with material impact. Annual bonus design with no maximum payout levels: • We believe that the concept of “no maximum payout” is appropriate as it provides motivation for employees to exceed performance targets, which aligns with shareholder goals. Certain executive annual bonus plans include a maximum payout set at 150% to 200% of target with accompanying performance that typically represents 10% to 15% over target financial performance levels. Our plan pays an additional 0.5% of target for every $1M of additional Adjusted EBITDA above target. To achieve a payout of 150% of target, our Adjusted EBITDA would need to be $100M or 11.1% above our challenging 2024 target. To achieve a payout of 200% of target, our Adjusted EBITDA would be $200M or 22.2% above target. Use of time-based equity awards and alignment with the Company’s compensation philosophy: We believe our core annual long-term incentive plans are fully performance-based and have both Company performance and stock price risk. 75% of the award is granted as PSUs based on challenging Adjusted EBITDA and certain growth goals over a three- to four-year performance period. 25% of the award is granted in the form of stock options that only have value if our stock price increases and will only achieve their full, targeted value if our stock price doubles over the exercise period. In addition, 50% of our target annual bonus award opportunity is granted in the form of PSUs. More information on our annual and long-term equity incentive plans can be found below. To complement our core, performance-based long-term incentive plan and to further align the interests of our employees with those of our shareholders, we selectively grant time-based RSUs for the following reasons: New Hire Awards: We offer certain executive new hire equity awards as an inducement to join our Company. This is a common market practice and it provides our newly hired executives an opportunity to participate in a service-based equity incentive plan and create immediate alignment with our stockholders. In addition, 50% of our target annual incentives are denominated in PSUs based solely on our annual performance. o Promotion Awards: When we promote our employees to positions with roles and responsibilities that have greater impact on our future success, we typically grant time-based RSUs to recognize the increase in the scope of their job and to recognize promotion to a higher organization level. We believe a time-based equity award is an appropriate award to recognize promotions and also helps create longer-term retention. o Retention Awards: From time to time, we grant time-based RSUs to certain employees, including our NEOs, as a means to promote retention, team member continuity and long-term service to the Company.

  10. Our Compensation Policies and Practices at a Glance

    | What We Do | What We Don’t Do | | ✓ Place significant emphasis on performance-based compensation that considers both operating performance goals and stock performance. ✓ Place strong emphasis on equity compensation to align our interests with those of our stockholders. ✓ Set challenging annual and long-term incentive award performance objectives. ✓ Limit the use of perquisites. ✓ Maintain reasonable termination and change in control provisions including double trigger equity vesting. ✓ Maintain stock ownership guidelines that require owning a significant amount of Company stock. ✓ Maintain clawback provisions to recover cash and equity incentive compensation. ✓ Conduct Say-On-Pay vote annually. ✓ Engage with our stockholders at least annually. ✓ Retain an independent compensation advisor reporting directly to the Compensation Committee | ✘ No guaranteed incentive payments or guaranteed annual salary increases. ✘ No plans that encourage excessive risk-taking (and we monitor risk annually across all of our plans) ✘ No hedging or pledging Company stock. ✘ No excise tax gross-ups upon change in control. ✘ No excessive annual burn rate or equity dilution. ✘ No repricing stock options without stockholder approval. |

  11. Elements of 2024 Compensation

    | Compensation Element | Purpose | | Base Salary | • Fixed cash compensation that is adjusted from time-to-time based on individual performance and development in their role. • Attracts and retains executives by offering fixed compensation that is generally competitive with market opportunities and that recognizes each executive’s position, role, responsibility and experience. | | Annual Incentives | • Variable compensation typically paid in a combination of cash and performance-vesting restricted stock units based on performance versus pre-established annual goals. • Designed to motivate and reward the achievement of a balanced scorecard of our annual performance as measured by Adjusted EBITDA, revenue, guest satisfaction, and an individual, department and/or discretionary components. • 50% of the target opportunity is denominated as performance share units (PSUs) at the beginning of the performance period to align our executives’ interests with those of our stockholders. | | Long-Term Equity Incentives | • Variable compensation payable in the form of time-vesting options, RSUs and performance-vesting restricted stock units (PSUs) based on performance versus pre-established long-term goals (see description below). • Intended to align executives' interests with the interests of our stockholders through equity-based compensation with performance- based and time-based vesting features. • Promotes the long-term retention of equity by our executives and key management personnel. |

  12. Development of Peer Companies

    Development of Peer Companies Annually, the Compensation Committee directs Haigh to develop a comparable group of companies engaged in the same or similar industries as our Company. Due to the limited number of “pure leisure facilities” public companies, our Compensation Committee determined that it was appropriate to also include other companies in the compensation peer group that are in the entertainment, restaurant and hospitality industries and compete with us for executive talent. The peer companies are selected based on a combination of factors including industry, market capitalization, enterprise value, revenue and number of employees. No specific weighting is applied to any of these selection factors. Generally, the Compensation Committee uses peer company data provided by Haigh to guide its review of the total compensation of our executive officers and non-employee directors and generally reviews the compensation data of our peer companies and industry to understand market competitive compensation levels and practices. The Compensation Committee focuses to ensure that our executive compensation program is competitive on a total compensation basis. However, no specific competitive level is targeted by the Compensation Committee based on this review. The Compensation Committee approved the following 12 companies as our peer group for 2024 based on analysis and recommendations by Haigh. There were two changes versus the 2023 peer group: • Cedar Fair, L.P. and Six Flags Entertainment Corporation merged in 2024 with Six Flags Entertainment Corporation the continuing named entity. • Cracker Barrel Old Country Store, Inc. was deleted based on a decrease in its market capitalization during 2023-2024.

  13. Development of Peer Companies

    | AMC Entertainment Holdings, Inc. | Marriott Vacations Worldwide Corporation | | The Cheesecake Factory Incorporated | Norwegian Cruise Lines Holdings Ltd. | | Cinemark Holdings, Inc. | Six Flags Entertainment Corporation | | Dave & Buster's Entertainment, Inc. | Texas Roadhouse, Inc. | | Hilton Grand Vacations, Inc. | Travel + Leisure Company | | Madison Square Garden Sports Corp. | Vail Resorts, Inc. |

  14. 2024 Annual Bonus, Performance Objectives and Performance Results

    2024 Annual Bonus, Performance Objectives and Performance Results

  15. Target Opportunity for Our NEOs

    Target Opportunity for Our NEOs Annual incentive awards are a key component of our total compensation program. Typically, these incentives are available to all of our salaried exempt employees including our named executive officers and are based on financial and non-financial metrics typically established in the first quarter of the year and communicated to annual incentive program participants. At the beginning of the performance period, 50% of the total target bonus potential is denominated as cash while the remaining 50% is denominated as stock, with the number of shares granted at the beginning of the performance period based on the Company’s stock price on the date of grant. The stock portion of our annual incentive program vest subject to performance and are settled in shares of our common stock following the performance period. The following illustrates the 2024 target bonus opportunity for our NEOs.

  16. Target Opportunity for Our NEOs

    | Name | Position in 2024 | 2024 Bonus Percentage of Salary | 2024 Ending Base Salary | 2024 Bonus Potential Target | | Marc G. Swanson | Chief Executive Officer | 150% | $450,000 | $675,000 | | James (Jim) Mikolaichik (1) | Chief Financial Officer and Treasurer | 100% | $400,000 | N/A | | James (Jim) W. Forrester Jr. | SVP, Finance, Former Interim Chief Financial Officer and Treasurer | 80% | $285,000 | $228,000 | | Christopher (Chris) Finazzo | Chief Commercial Officer | 100% | $400,000 | $400,000 | | Michael Rady (2) | Chief Human Resources Officer | 80% | $250,000 | N/A | | Byron Surrett | Chief Parks Operations Officer - Non-Florida Parks | 80% | $250,000 | $200,000 |

  17. Target Opportunity for Our NEOs

    (1) Mr Mikolaichik received his 2024 bonus in the form of a number of RSUs determined by dividing $400,000 by the stock price on the date of grant and vesting on March 31, 2025. See "Sign-On Equity Award - James (Jim) Mikolaichik" which follows. Mr. Rady was not eligible for a bonus payout due to his start date of October 7, 2024.

  18. 2024 Annual Bonus Performance Targets, Weighting and Results & Calculation of 2024 Annual Bonus Awards as a Percent of Target

    2024 Annual Bonus Performance Targets, Weighting and Results & Calculation of 2024 Annual Bonus Awards as a Percent of Target Our 2024 financial and non-financial objectives, weightings, actual results and weighted payouts by performance objective as a percent of target are shown in the table below: CUSTOM DEPARTMENT PLAN (Swanson):

  19. 2024 Annual Bonus Performance Targets, Weighting and Results & Calculation of 2024 Annual Bonus Awards as a Percent of Target

    | Performance Metric | Threshold ($M)(1) | Target ($M) | Maximum ($M)(2) | 2024 Actual ($M) | Payout | Measure Weighting | Weighted Payout | | Adjusted EBITDA (pre-bonus basis) | $812.0 | $902.0 | No Max | $700.2 | 0.0% | 45.0% | 0.0% | | Total Revenues | $1,820.7 | $2,023.0 | No Max | $1,725.3 | 0.0% | 15.0% | 0.0% | | Department Cost Basis(3) | | | | | | 15.0% | 0.0% | | Guest Satisfaction(4) | | | | | | 15.0% | 0.0% | | Department Capital Expenditures(5) | | | | | | 10.0% | 3.1% | | Performance Calculation as a Percent of Target Before Cost Objectives | | | | | | | 3.1% | | Cost Objectives(6) | | +/-25% | | >-25% | | | -25.0% | | Final Performance Calculation as a Percent of Target | | | | | | 100.0% | 2.4% |

  20. 2024 Annual Bonus Performance Targets, Weighting and Results & Calculation of 2024 Annual Bonus Awards as a Percent of Target

    CUSTOM DEPARTMENT PLAN (Forrester):

  21. 2024 Annual Bonus Performance Targets, Weighting and Results & Calculation of 2024 Annual Bonus Awards as a Percent of Target

    | Performance Metric | Threshold ($M)(1) | Target ($M) | Maximum ($M)(2) | 2024 Actual ($M) | Payout | Measure Weighting | Weighted Payout | | Adjusted EBITDA (pre-bonus basis) | $812.0 | $902.0 | No Max | $700.2 | 0.0% | 35.0% | 0.0% | | Department Cost Basis(3) | | | | | | 20.0% | 20.0% | | Department Capital Expenditures(5) | | | | | | 20.0% | 6.3% | | Guest Satisfaction(4) | | | | | | 15.0% | 0.0% | | Discretionary & Individual Objectives(7) | | | | | | 10.0% | 10.0% | | Performance Calculation as a Percent of Target Before Cost Objectives | | | | | | | 36.3% | | Cost Objectives(6) | | +/-25% | | >-25% | | | -25.0% | | Final Performance Calculation as a Percent of Target | | | | | | 100.0% | 27.2% |

  22. 2024 Annual Bonus Performance Targets, Weighting and Results & Calculation of 2024 Annual Bonus Awards as a Percent of Target

    CUSTOM DEPARTMENT PLAN (Finazzo):

  23. 2024 Annual Bonus Performance Targets, Weighting and Results & Calculation of 2024 Annual Bonus Awards as a Percent of Target

    | Performance Metric | Threshold ($M)(1) | Target ($M) | Maximum ($M)(2) | 2024 Actual ($M) | Payout | Measure Weighting | Weighted Payout | | Adjusted EBITDA (pre-bonus basis) | $812.0 | $902.0 | No Max | $700.2 | 0.0% | 45.0% | 0.0% | | Total Revenues | $1,820.7 | $2,023.0 | No Max | $1,725.3 | 0.0% | 15.0% | 0.0% | | Department Cost Basis(3) | | | | | | 15.0% | 0.0% | | Guest Satisfaction(4) | | | | | | 15.0% | 0.0% | | Department Capital Expenditures(5) | | | | | | 10.0% | 5.6% | | Performance Calculation as a Percent of Target Before Cost Objectives | | | | | | | 5.6% | | Cost Objectives(6) | | +/-25% | | >-25% | | | -25.0% | | Final Performance Calculation as a Percent of Target | | | | | | 100.0% | 4.2% |

  24. 2024 Annual Bonus Performance Targets, Weighting and Results & Calculation of 2024 Annual Bonus Awards as a Percent of Target

    CUSTOM DEPARTMENT PLAN (Surrett):

  25. 2024 Annual Bonus Performance Targets, Weighting and Results & Calculation of 2024 Annual Bonus Awards as a Percent of Target

    | Performance Metric | Threshold ($M)(1) | Target ($M) | Maximum ($M)(2) | 2024 Actual ($M) | Payout | Measure Weighting | Weighted Payout | | Adjusted EBITDA (pre-bonus basis) | $812.0 | $902.0 | No Max | $700.2 | 0.0% | 25.0% | 0.0% | | Park-level EBITDA | | | | | | 25.0% | 2.1% | | Guest Satisfaction(4) | | | | | | 20.0% | 0.0% | | Department Cost Basis(3) | | | | | | 15.0% | 0.0% | | Department Capital Expenditures(5) | | | | | | 10.0% | 5.5% | | Discretionary & Individual Objectives(7) | | | | | | 5.0% | 5.0% | | Performance Calculation as a Percent of Target Before Cost Objectives | | | | | | | 12.6% | | Cost Objectives(6) | | +/-25% | | >-25% | | | -25.0% | | Final Performance Calculation as a Percent of Target | | | | | | 100.0% | 9.4% |

  26. 2024 Annual Bonus Performance Targets, Weighting and Results & Calculation of 2024 Annual Bonus Awards as a Percent of Target

    Threshold achievement for Adjusted EBITDA, Total Revenues, and Park-level EBITDA results in a 50% payout. (2) There is no maximum payout for Adjusted EBITDA, Total Revenues, and Park-level EBITDA. Achievement above 100% results in an additional 0.5% for each $1.0 million achieved above target level. To achieve a payout of 150% to 200% of target for these financial measures, the target performance level would have to be exceeded by $100M to $200M respectively. There is no maximum payout for Discretionary & Individual Objectives and payout above target is determined by the Compensation Committee for each NEO. As historical perspective, Discretionary & Individual Objectives have not paid out above the targeted amounts in the last three fiscal years. (3) For Messrs, Swanson, Finazzo and Surrett, represents certain departmental cost goals which were deemed to not be met for 2024. For Mr. Forrester, represents certain departmental cost goals which were deemed to be met for 2024. (4) Guest satisfaction is measured on a park-by-park basis each quarter. Based on the Company’s guest satisfaction scores in 2024 as compared to the Company’s goals and expectations, the Compensation Committee determined that the guest satisfaction scores achieved did not meet at least the threshold level for any quarter and/or park, which resulted in no payout related to guest satisfaction. (5) Represents certain departmental goals related to capital expenditures. The Compensation Committee evaluated performance against such goals and determined payouts of 31.5% for Mr. Swanson, and Mr. Forrester, 55.9% for Mr. Finazzo, and 55.1% for Mr. Surrett. (6) Cost Objectives: For 2024, cost targets are set for the Company as a whole, each park and key functional areas. If the cost target is not met, bonus awards are reduced by 25%. For each percent a cost objective beats the objective, awards are adjusted by the percentage such target was beat. The Compensation Committee evaluated 2024 actual costs and determined the cost target had not been met, and as such, bonus award payouts for our NEOs were reduced by 25%. (7) The Compensation Committee considered 2024 results and performance and at its discretion approved a Discretionary and Individual achievement of 100% for Mr. Forrester and Mr. Surrett. The below was also evaluated in the approved bonus for Discretionary & Individual performance for 2024: • Mr. Forrester: The Compensation Committee considered his performance as Interim Chief Financial Officer and Treasurer, his leadership of all finance and accounting related functions, and his assistance in the transition of his role. • Mr. Surrett: The Compensation Committee considered his leadership over the operations and safety of our parks. Based on our 2024 performance versus objectives as described in detail above, the following bonus awards for our NEOs were earned:

  27. 2024 Annual Bonus Performance Targets, Weighting and Results & Calculation of 2024 Annual Bonus Awards as a Percent of Target

    | Name | Position in 2024 | 2024 Bonus Potential @ Target | 2024 Annual Bonus Paid in Cash | 2024 Annual Bonus Paid in Stock(1) | 2024 Annual Bonus Earned | | Marc G. Swanson | Chief Executive Officer | $675,000 | $7,965 | $7,456 | $15,421 | | James (Jim) W. Forrester Jr. | SVP, Finance, Former Interim Chief Financial Officer and Treasurer | $228,000 | $31,031 | $29,123 | $60,154 | | Christopher (Chris) Finazzo | Chief Commercial Officer | $400,000 | $8,380 | $7,851 | $16,231 | | Byron Surrett | Chief Parks Operations Officer - Non-Florida Parks | $200,000 | $9,447 | $8,860 | $18,307 |

  28. 2024 Annual Bonus Performance Targets, Weighting and Results & Calculation of 2024 Annual Bonus Awards as a Percent of Target

    Annual bonus paid in stock equals number of shares vested on April 29, 2025 at $43.86 per share.

  29. 2024 Long-Term Incentive Awards

    2024 Long-Term Incentive Awards The long-term incentive award program is designed to align the executives with the Company’s key longer-term performance objectives, align the executives’ interest with our stockholders, provide an opportunity to increase their ownership interest in the Company through grants of equity-based awards and retain executives through vesting of awards over multiple years. Under our equity plans, equity-based awards may be awarded in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and units and other stock-based awards. Our 2024 Long-Term Incentive Awards (the “2024 LTIP”) cover the 2024-2026 performance period. For 2024, we determined to award the 2024 LTIP in the following forms of equity: • 25% in the form of stock options vesting in substantially equal annual installments over three years: o In determining the number of stock options to be granted, we calculated the number of options granted using the closing price of a share of stock on the date of grant based on the assumption that the stock price will double in value over the performance period versus using a Black-Scholes valuation model. The Black-Scholes valuation model was used to value stock options for accounting purposes and required reporting purposes, including the compensation tables below. • 75% in the form of performance-vesting restricted stock units (PSUs) vesting based on the following: o Achievement of a predefined Adjusted EBITDA target to be met by the end of fiscal year 2026 (75% weighting); o Achievement of a predefined Adjusted EBITDA target related to certain growth initiatives to be met by the end of fiscal year 2025 (12.5% weighting); and, o Achievement of certain other predefined non-Adjusted EBITDA growth objectives to be met by the end of fiscal year 2025 (12.5% weighting). The following awards were made to our NEOs under our 2024 LTIP:

  30. 2024 Long-Term Incentive Awards

    | Name | Position in 2024 | 2024 Base Salary at the Time of 2024 LTIP Grant | 2024 LTIP Target Percentage of Salary | 2024 LTIP Target Value | | Marc G. Swanson | Chief Executive Officer | $450,000 | 400% | $1,800,000 | | James (Jim) Mikolaichik | Chief Financial Officer and Treasurer | $400,000 | 200% | $800,000 | | James (Jim) W. Forrester Jr. | SVP, Finance, Former Interim Chief Financial Officer and Treasurer | $285,000 | 150% | $427,500 | | Christopher (Chris) Finazzo | Chief Commercial Officer | $400,000 | 200% | $800,000 | | Michael Rady (1) | Chief Human Resources Officer | $250,000 | 100% | N/A | | Byron Surrett | Chief Parks Operations Officer - Non-Florida Parks | $250,000 | 150% | $375,000 |

  31. 2024 Long-Term Incentive Awards

    (1) Mr. Rady was not eligible for a 2024 LTIP award due to his start date of October 7, 2024.

  32. 2024 Special Awards

    2024 Special Awards On March 5, 2024, the Compensation Committee approved the following awards for Mr. Forrester in connection with his appointment as Interim Chief Financial Officer and Treasurer: • A number of stock options determined by dividing $250,000 by the stock price on the date of grant and vesting in equal annual installments over four years; • A number of RSUs determined by dividing $250,000 by the stock price on the date of grant and vesting in equal annual installments over four years. On March 5, 2024, the Compensation Committee approved the following award for Mr. Finazzo to promote retention and to recognize his substantial contributions since he joined the Company: • A number of stock options determined by dividing $1,000,000 by the stock price on the date of grant and vesting in equal annual installments over five years; A number of RSUs determined by dividing $4,000,000 by the stock price on the date of grant and vesting in equal annual installments over five years. On March 5, 2024, the Compensation Committee approved the following awards for Mr. Surrett to promote retention and to recognize his substantial contributions since he joined the Company: A number of stock options determined by dividing $125,000 by the stock price on the date of grant and vesting in equal annual installments over four years; • A number of RSUs determined by dividing $250,000 by the stock price on the date of grant and vesting in equal annual installments over four years; • A number of PSUs under the 2024 LTIP determined by dividing $125,000 by the stock price on the date of grant and vesting based on terms set forth under the plan. On October 10, 2024, the Compensation Committee approved an additional award for Mr. Surrett to further promote retention and to recognize his substantial contributions: • A number of RSUs determined by dividing $250,000 by the stock price on the date of grant which vest over the next two years, with one-third (1/3) vesting December 31, 2024, and two-thirds (2/3) vesting December 31, 2025.

  33. Sign-On Equity Award – James (Jim) Mikolaichik

    Sign-On Equity Award – James (Jim) Mikolaichik In connection with his hire, we agreed to make the following awards to Mr. Mikolaichik: • A number of stock options determined by dividing $1,500,000 by the stock price on the date of grant and vesting in equal annual installments over four years; • A number of RSUs determined by dividing $2,000,000 by the stock price on the date of grant and vesting in equal annual installments over four years; • A number of PSUs under the 2024 LTIP determined by dividing $1,500,000 by the stock price on the date of grant and vesting based on terms set forth under the plan; • A number of matching stock options on a 1-for-1 basis up to a maximum of $2,000,000 (see Stock Purchase Equity Awards section which follows); • A number of RSUs determined by dividing $400,000 by the stock price on the date of grant and vesting in full on March 31, 2025 was granted in lieu of 2024 annual bonus participation; • A number of PSUs under the 2024 LTIP determined by dividing $800,000 by the stock price on the date of grant and vesting based on terms set forth under the plan.

  34. Sign-On Equity Award – Michael Rady

    Sign-On Equity Award – Michael Rady In connection with his hire, we agreed to make the following awards to Mr. Rady: • A number of stock options determined by dividing $500,000 by the stock price on the date of grant and vesting in equal annual installments over four years; • A number of RSUs determined by dividing $500,000 by the stock price on the date of grant and vesting in equal annual installments over four years; • A number of PSUs under the 2024 LTIP determined by dividing $500,000 by the stock price on the date of grant and vesting based on terms set forth under the plan; • A number of RSUs determined by dividing $150,000 by the stock price on the date of grant and vesting in full on March 31, 2025.

  35. Stock Purchase Matching Equity Awards

    Stock Purchase Matching Equity Awards In 2024, we provided certain named executive officers an opportunity to be granted a number of matching stock options on a 1-for-1 basis for each share purchased on the open market up to a maximum purchase amount of $2,000,000. Matching stock options granted under this program vest in full on the third anniversary of the grant date. Under the program, we granted Mr. Mikolaichik 34,000 stock options.

  36. 2022-2024 Long-Term Incentive Awards

    2022-2024 Long-Term Incentive Awards Our 2022 Long-Term Incentive Awards (the “2022 LTIP”) cover the 2022-2024 performance period and the extended test period in 2025, if applicable. The 2022 LTIP also provides an opportunity to vest the award earlier than the end of the performance period if goals are achieved in any fiscal year during the performance period. The 2022 LTIP is based on the following performance metrics: Achievement of a predefined Adjusted EBITDA target to be met by the end of fiscal year 2024 (75% weighting); Achievement of a predefined Adjusted EBITDA target related to certain growth initiatives to be met by the end of fiscal year 2024 (12.5% weighting); and, Achievement of certain other predefined non-Adjusted EBITDA growth objectives to be met by the end of fiscal year 2024 (12.5% weighting). The following table illustrates performance versus goals and amounts which vested based on 2024 performance:

  37. 2022-2024 Long-Term Incentive Awards

    | Performance Metric | Threshold ($M) | Target ($M) | Actual ($M) | Achievement Payout Percentage of Target | Performance Metric Weighting | Weighted Achievement Factor | | 2024 Adjusted EBITDA | $1,000.0 | $1,150.0 | $700.2 | 0% | 75.0% | 0.00% | | 2024 Growth Adjusted EBITDA | $15.0 | $20.0 | $- | 0% | 12.5% | 0.00% | | 2024 Growth Gate | N/A | 7 Units | 0 Units | 0% | 12.5% | 0.00% | | Total | | | | | | 0.00% |

  38. Severance Arrangements

    Severance Arrangements We offer our executive officers severance benefits under our Amended and Restated Key Employee Severance Plan (the “Severance Plan”) which we believe is necessary to attract and retain the talent key to our long-term success. Each executive officer is entitled to severance benefits under the Severance Plan if his or her employment is terminated as a result of (1) job elimination resulting from a business reorganization, reduction in force, facility closure, or business consolidation; (2) job elimination resulting from a sale or merger; or (3) lack of an available position following a return from a certified medical leave of absence or work related injury or illness, in each case subject to the approval of the Chief Human Resources Officer and the Chairman of our Compensation Committee. The Severance Plan is described in more detail below under “Potential Payments Upon Termination”.

  39. Clawback Policy

    Clawback Policy We have adopted a clawback and recoupment policy that covers all executive officers as well as all participants receiving awards under our incentive compensation plans and certain other individuals designated by the Board or the Compensation Committee (collectively, the “Covered Individuals”). Under the policy, any incentive award or payment that is in excess of the amount that a Covered Individual should otherwise have received under the terms of such award for any reason, the Covered Individual is required to repay any such excess amount to the Company. In addition, the Compensation Committee may, in its sole discretion, provide for the cancellation of outstanding awards or forfeiture and repayment of any gain or amount realized on the vesting, exercise or payment of awards if a participant engages in Detrimental Activity (as defined in the Plan). In light of the SEC’s adoption of final clawback rules in October 2022, on November 13, 2023, we adopted a supplemental clawback and recoupment policy pursuant to NYSE Rule 303A.14. Our equity awards are subject to restrictive covenants and may be subject to clawback or forfeiture as well if the recipient breaches any of the restrictive covenants or otherwise engages in any "Detrimental Activity", as defined in the Plan.

  40. Summary Compensation Table

    Summary Compensation Table The following table provides summary information concerning compensation paid or accrued by us to or on behalf of our named executive officers for services rendered to us for the fiscal years indicated.

  41. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Marc G. Swanson | 2024 | 450,000 | — | 337,496 | 274,559 | 7,965 | 8,011 | 1,078,031 | | Chief Executive Officer | 2023 | 450,000 | 37,969 | 337,451 | 270,746 | 2,632 | 7,733 | 1,106,531 | | | 2022 | 450,000 | 44,176 | 337,488 | 261,401 | 36,723 | 7,232 | 1,137,020 | | James (Jim) Mikolaichik (6) | 2024 | 55,556 | — | 2,399,920 | 2,201,189 | — | 82 | 4,656,747 | | Chief Financial Officer and Treasurer | | | | | | | | | | James (Jim) W. Forrester Jr. (6) | 2024 | 285,000 | 8,550 | 363,964 | 217,884 | 22,481 | 7,756 | 905,635 | | SVP, Finance, Former Interim Chief Financial Officer and Treasurer | 2023 | 275,868 | 12,825 | 331,209 | 187,139 | 9,439 | 7,120 | 823,600 | | Christopher (Chris) Finazzo | 2024 | 400,000 | — | 4,199,940 | 737,943 | 8,380 | 989 | 5,347,252 | | Chief Commercial Officer | 2023 | 400,000 | 11,250 | 199,984 | 120,320 | 1,550 | 1,008 | 734,112 | | | 2022 | 369,298 | 22,906 | 5,141,575 | 1,715,813 | 19,041 | 882 | 7,269,515 | | Michael Rady (7) | 2024 | 58,333 | — | 649,904 | 300,603 | — | 216 | 1,009,056 | | Chief Human Resources Officer | | | | | | | | | | Byron Surrett | 2024 | 250,000 | 3,750 | 599,905 | 133,523 | 5,697 | 7,521 | 1,000,396 | | Chief Parks Operations Officer - Non-Florida Parks | 2023 | 245,833 | 15,450 | 499,932 | 179,262 | 780 | 7,088 | 948,345 |

  42. Summary Compensation Table

    (1) Amounts included in this column reflect actual salary earned during each fiscal year while employed by the Company. Amounts included in this column for 2024 reflect actual cash discretionary bonus amounts earned in 2024 under the 2024 Annual Bonus Plan. Amounts included for 2024 reflect the aggregate grant date fair value of restricted stock units and option awards, as applicable, calculated in accordance with ASC Topic 718 utilizing the assumptions discussed in Note 18 to our consolidated financial statements for the year ended December 31, 2024. These amounts include RSUs, PSUs and option awards. In accordance with ASC Topic 718, for awards subject to performance conditions, the amounts shown in the table reflect the probable outcome of the performance conditions, if any, as of the grant date. Assuming the highest level of achievement on performance awards as of the grant date, as approved by the Compensation Committee, the aggregate grant date fair value of all performance-based stock granted in fiscal 2024 would have added additional value as follows: Mr. Swanson– $2,446,782; Mr. Mikolaichik– $5,549,791; Mr. Forrester– $873,345; Mr. Finazzo– $5,149,899; Mr. Rady– $1,399,797; and Mr. Surrett– $1,234,162. Amounts included in this column for 2024 reflect actual cash non-discretionary bonus amounts earned in 2024 under the 2024 Annual Bonus Plan. (5) Amounts reported under All Other Compensation for fiscal 2024 include the following:

  43. Summary Compensation Table

    | Description | Marc G. Swanson | James (Jim) Mikolaichik | James (Jim) W. Forrester Jr. | Christopher (Chris) Finazzo | Michael Rady | Byron Surrett | | Life and long-term disability insurance premiums paid by us on behalf of our named executive officers | $1,111 | $82 | $856 | $989 | $216 | $621 | | Contributions to our 401(k) plan on behalf of our named executive officers | 6,900 | — | 6,900 | — | — | 6,900 | | Total All Other Compensation | $8,011 | $82 | $7,756 | $989 | $216 | $7,521 |

  44. Summary Compensation Table

    In addition, the named executive officers (and their spouses) each receive a Corporate Executive Card that entitles them and an unlimited number of guests to complimentary access to our theme parks. There is no incremental cost to us associated with the use of the Corporate Executive Card. (6) On September 23, 2024, the Board appointed Mr. Mikolaichik as Chief Financial Officer and Treasurer of the Company, effective as of November 11, 2024. Mr. Forrester, Jr., the Company’s former Interim Chief Financial Officer and Treasurer, stepped down from those positions, effective November 11, 2024 and continues to remain with the Company and serve in the role of Senior Vice President of Finance. (7) On September 18, 2024, the Board appointed Mr. Rady as Chief Human Resources Officer of the Company, effective as of October 7, 2024.

  45. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table provides information relating to grants of plan-based awards made to our named executive officers during 2024.

  46. Grants of Plan-Based Awards in 2024

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise Price of Option Awards | Grant Date Fair Value of Stock and Option Awards(2) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | (#) | (#) | ($/Sh) | ($) | | Marc G. Swanson | | | | | | | | | | | | | | | Annual Cash Incentive | — | 76,359 | 337,500 | 421,875 | — | — | — | — | — | — | — | | | Performance-Vesting Restricted Stock Units(3) | 5/15/2024 | — | — | — | 6,346 | 25,385 | 38,077 | — | — | — | — | | | Annual Equity Incentive(4) | 8/14/2024 | — | — | — | 1,635 | 7,230 | 9,037 | — | — | — | 337,496 | | | Stock Options(5) | 5/15/2024 | — | — | — | — | — | — | — | 5,923 | 53.18 | 192,201 | | | Stock Options(5) | 5/15/2024 | — | — | — | — | — | — | — | 2,538 | 53.18 | 82,358 | | James (Jim) Mikolaichik | | | | | | | | | | | | | | | Time-Vesting Restricted Stock Units(6) | 11/11/2024 | — | — | — | — | — | — | 35,223 | — | — | 1,999,962 | | | Time-Vesting Restricted Stock Units(6) | 11/11/2024 | — | — | — | — | — | — | 7,044 | — | — | 399,958 | | | Performance-Vesting Restricted Stock Units(3) | 11/11/2024 | — | — | — | 2,641 | 10,567 | 15,850 | — | — | — | — | | | Performance-Vesting Restricted Stock Units(3) | 11/11/2024 | — | — | — | 6,604 | 26,417 | 39,625 | — | — | — | — | | | Stock Options(5) | 11/11/2024 | — | — | — | — | — | — | — | 2,466 | 56.78 | 83,203 | | | Stock Options(5) | 11/11/2024 | — | — | — | — | — | — | — | 1,056 | 56.78 | 35,629 | | | Stock Options(5) | 11/11/2024 | — | — | — | — | — | — | — | 18,492 | 56.78 | 631,317 | | | Stock Options(5) | 11/11/2024 | — | — | — | — | — | — | — | 7,925 | 56.78 | 270,560 | | | Stock Options(5) | 11/18/2024 | — | — | — | — | — | — | — | 23,800 | 56.44 | 826,336 | | | Stock Options(5) | 11/18/2024 | — | — | — | — | — | — | — | 10,200 | 56.44 | 354,144 | | James (Jim) W. Forrester Jr. | | | | | | | | | | | | | | | Annual Cash Incentive | — | 12,522 | 128,250 | 178,125 | — | — | — | — | — | — | — | | | Time-Vesting Restricted Stock Units(6) | 3/5/2024 | — | — | — | — | — | — | 4,720 | — | — | 249,971 | | | Performance-Vesting Restricted Stock Units(3) | 5/15/2024 | — | — | — | 1,507 | 6,029 | 9,043 | — | — | — | — | | | Annual Equity Incentive(4) | 8/14/2024 | — | — | — | 458 | 2,442 | 3,052 | — | — | — | 113,993 | | | Stock Options(5) | 3/5/2024 | — | — | — | — | — | — | — | 3,304 | 52.96 | 106,884 | | | Stock Options(5) | 3/5/2024 | — | — | — | — | — | — | — | 1,416 | 52.96 | 45,808 | | | Stock Options(5) | 5/15/2024 | — | — | — | — | — | — | — | 1,407 | 53.18 | 45,657 | | | Stock Options(5) | 5/15/2024 | — | — | — | — | — | — | — | 602 | 53.18 | 19,535 | | Christopher (Chris) Finazzo | | | | | | | | | | | | | | | Annual Cash Incentive | — | 45,250 | 200,000 | 250,000 | — | — | — | — | — | — | — | | | Time-Vesting Restricted Stock Units(6) | 3/5/2024 | — | — | — | — | — | — | 75,528 | — | — | 3,999,963 | | | Performance-Vesting Restricted Stock Units(3) | 5/15/2024 | — | — | — | 2,820 | 11,282 | 16,923 | — | — | — | — | | | Annual Equity Incentive(4) | 8/14/2024 | — | — | — | 969 | 4,284 | 5,355 | — | — | — | 199,977 | | | Stock Options(5) | 3/5/2024 | — | — | — | — | — | — | — | 13,218 | 52.96 | 431,171 | | | Stock Options(5) | 3/5/2024 | — | — | — | — | — | — | — | 5,664 | 52.96 | 184,760 | | | Stock Options(5) | 5/15/2024 | — | — | — | — | — | — | — | 2,632 | 53.18 | 85,408 | | | Stock Options(5) | 5/15/2024 | — | — | — | — | — | — | — | 1,128 | 53.18 | 36,604 | | Michael Rady | | | | | | | | | | | | | | | Time-Vesting Restricted Stock Units(6) | 11/11/2024 | — | — | — | — | — | — | 8,805 | — | — | 499,948 | | | Time-Vesting Restricted Stock Units(6) | 11/11/2024 | — | — | — | — | — | — | 2,641 | — | — | 149,956 | | | Performance-Vesting Restricted Stock Units(3) | 11/11/2024 | — | — | — | 2,201 | 8,805 | 13,207 | — | — | — | — | | | Stock Options(5) | 11/11/2024 | | | | | | | | 6,164 | 56.78 | 210,439 | | | Stock Options(5) | 11/11/2024 | — | — | — | — | — | — | — | 2,641 | 56.78 | 90,164 | | Byron Surrett | | | | | | | | | | | | | | | Annual Cash Incentive | — | 6,549 | 95,000 | 125,000 | — | — | — | — | — | — | — | | | Time-Vesting Restricted Stock Units(6) | 3/5/2024 | — | — | — | — | — | — | 4,720 | — | — | 249,971 | | | Time-Vesting Restricted Stock Units(6) | 11/11/2024 | — | — | — | — | — | — | 4,402 | — | — | 249,946 | | | Performance-Vesting Restricted Stock Units(3) | 5/15/2024 | — | — | — | 587 | 2,350 | 3,525 | — | — | — | — | | | Performance-Vesting Restricted Stock Units(3) | 5/15/2024 | — | — | — | 1,322 | 5,288 | 7,932 | — | — | — | — | | | Annual Equity Incentive(4) | 8/14/2024 | — | — | — | 247 | 2,142 | 2,677 | — | — | — | 99,989 | | | Stock Options(5) | 3/5/2024 | — | — | — | — | — | — | — | 1,652 | 52.96 | 53,442 | | | Stock Options(5) | 3/5/2024 | — | — | — | — | — | — | — | 708 | 52.96 | 22,904 | | | Stock Options(5) | 5/15/2024 | — | — | — | — | — | — | — | 1,234 | 53.18 | 40,043 | | | Stock Options(5) | 5/15/2024 | — | — | — | — | — | — | — | 528 | 53.18 | 17,134 |

  47. Grants of Plan-Based Awards in 2024

    Reflects possible cash payouts under the non-discretionary portion of our 2024 Annual Bonus Plan. Maximum achievement assumed at 125%. See “Compensation Discussion and Analysis—Calculation of 2024 Annual Bonus Awards as a Percent of Target” for a discussion of threshold, target and maximum cash incentive compensation payouts. Reflects grant date fair value of the restricted stock unit and option awards, calculated in accordance with ASC Topic 718 and utilizing the assumptions discussed in Note 17 to our consolidated financial statements for the year ended December 31, 2024. For awards that are subject to performance conditions, these amounts reflect the probable outcome of the performance conditions as of the grant date, which is below threshold for the 2024 Long-Term Incentive Plan, and target for the 2024 Annual Bonus Plan. (3) Amounts shown reflect possible payouts relating to the three-year performance period for performance-vesting restricted stock granted under our 2024 Long-term Incentive Plan. See “Compensation Discussion and Analysis—2024 Long-Term Incentive Awards” for further discussion. (4) Amounts shown reflect possible equity payouts under our 2024 Annual Bonus Plan. Maximum achievement assumed at 125%. (5) Amounts shown reflect grants of stock options in 2024. (6) Amounts shown reflect grants of time-vesting restricted stock unit awards in 2024, see “Compensation Discussion and Analysis—Special Awards” for grants to Messrs. Forrester, Finazzo and Surrett, see “Compensation Discussion and Analysis—Sign-On Equity Award - James (Jim) Mikolaichik” for grants to Mr. Mikolaichik and see “Compensation Discussion and Analysis—Sign-On Equity Award - Michael Rady” for grants to Mr. Rady.

  48. Outstanding Equity Awards at 2024 Fiscal-Year End

    Outstanding Equity Awards at 2024 Fiscal-Year End The following table provides information regarding outstanding equity awards made to our named executive officers as of December 31, 2024.

  49. Outstanding Equity Awards at 2024 Fiscal-Year End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Unearned Options (#) (2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units That Have Not Vested (#) (3) | Market Value of Shares or Units That Have Not Vested ($) (4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (4) | | Marc G. Swanson | 15,766 | — | 50.74 | 3/14/2031 | | | | | | | 4,636 | 2,318 | 64.71 | 3/15/2032 | | | | | | | 2,635 | 5,270 | 56.92 | 5/11/2033 | | | | | | | — | 5,923 | 53.18 | 5/15/2034 | | | | | | | — | 2,538 | 53.18 | 5/15/2034 | | | | | | | | | | | 170 | 9,552 | 12,275 | 689,732 | | James (Jim) Mikolaichik | — | 2,466 | 56.78 | 11/11/2034 | | | | | | | — | 1,056 | 56.78 | 11/11/2034 | | | | | | | — | 18,492 | 56.78 | 11/11/2034 | | | | | | | — | 7,925 | 56.78 | 11/11/2034 | | | | | | | — | 23,800 | 56.44 | 11/18/2034 | | | | | | | — | 10,200 | 56.44 | 11/18/2034 | | | | | | | | | | | 42,267 | 2,374,983 | 9,245 | 519,477 | | James (Jim) W. Forrester Jr. | 895 | — | 25.70 | 3/14/2029 | | | | | | | 302 | — | 50.74 | 3/14/2031 | | | | | | | 78 | 40 | 64.71 | 3/15/2032 | | | | | | | 188 | 94 | 54.67 | 8/8/2032 | | | | | | | 769 | 2,310 | 64.94 | 3/2/2033 | | | | | | | 625 | 1,252 | 56.92 | 5/11/2033 | | | | | | | — | 3,304 | 52.96 | 3/5/2034 | | | | | | | — | 1,407 | 53.18 | 5/15/2034 | | | | | | | — | 1,416 | 52.96 | 3/5/2034 | | | | | | | — | 602 | 53.18 | 5/15/2034 | | | | | | | | | | | 8,634 | 485,144 | 3,793 | 213,129 | | Christopher (Chris) Finazzo | 12,810 | 6,405 | 69.39 | 2/28/2032 | | | | | | | 1,352 | 676 | 64.71 | 3/15/2032 | | | | | | | — | 8,950 | 56.01 | 9/12/2032 | | | | | | | 12,290 | 6,146 | 54.24 | 8/12/2032 | | | | | | | 1,171 | 2,342 | 56.92 | 5/11/2033 | | | | | | | — | 13,218 | 52.96 | 3/5/2034 | | | | | | | — | 2,632 | 53.18 | 5/15/2034 | | | | | | | — | 5,664 | 52.96 | 3/5/2034 | | | | | | | — | 1,128 | 53.18 | 5/15/2034 | | | | | | | | | | | 95,844 | 5,385,474 | 5,455 | 306,516 | | Michael Rady | — | 6,164 | 56.78 | 11/11/2034 | | | | | | | — | 2,641 | 56.78 | 11/11/2034 | | | | | | | | | | | 11,446 | 643,151 | 2,201 | 123,674 | | Byron Surrett | 1,069 | — | 18.17 | 3/1/2026 | | | | | | | 972 | — | 25.70 | 3/14/2029 | | | | | | | 962 | — | 25.70 | 3/14/2029 | | | | | | | 1,837 | — | 27.21 | 2/28/2030 | | | | | | | 1,576 | — | 50.74 | 3/14/2031 | | | | | | | 412 | 206 | 64.71 | 3/15/2032 | | | | | | | 769 | 2,310 | 64.94 | 3/2/2033 | | | | |

  50. Outstanding Equity Awards at 2024 Fiscal-Year End

    | 549 | 1,098 | 56.92 | 5/11/2033 | | | | | | — | 1,652 | 52.96 | 3/5/2034 | | | | | | — | 1,234 | 53.18 | 5/15/2034 | | | | | | — | 708 | 52.96 | 3/5/2034 | | | | | | — | 528 | 53.18 | 5/15/2034 | | | | | | | | | | 15,705 | 882,464 | 4,022 | 225,996 |

  51. Outstanding Equity Awards at 2024 Fiscal-Year End

    Reflects time-vesting nonqualified stock options that vested and were exercisable as of December 31, 2024. (2) Reflects time-vesting nonqualified stock options that had not vested as of December 31, 2024. The following provides information with respect to the remaining vesting schedule of the time-vesting nonqualified stock options that had not vested as of December 31, 2024: Mr. Swanson—of these outstanding nonqualified stock options: (i) 2,318 with an exercise price of $64.71 vested on March 15, 2025; (ii) 5,270 with an exercise price of $56.92 vest in equal installments on May 11, 2025 and 2026; and (iii) 2,820 with an exercise price of $53.18 vest on May 15, 2025, 2,820 vest on May 15, 2026, and 2,821 vest on May 15, 2027. Mr. Mikolaichik—of these outstanding nonqualified stock options: (i) 3,522 with an exercise price of $56.78 vest in equal installments on November 11, 2025, 2026, and 2027; (ii) 6,604 with an exercise price of $56.78 vest on November 11, 2025, 6,604 vest on November 11, 2026, 6,604 vest on November 11, 2027, and 6,605 vest on November 11, 2028; and (iii) 34,000 with an exercise price of $56.44 vest on November 18, 2027. Mr. Forrester—of these outstanding nonqualified stock options: (i) 770 with an exercise price of $64.94 vested on March 2, 2025, 770 vest on March 2, 2026, and 770 vest on March 2, 2027; (ii) 1,180 with an exercise price of $52.96 vested on March 5, 2025, 1,180 vest on March 5, 2026, 1,180 vest on March 5, 2027, and 1,180 vest on March 5, 2028; (iii) 40 with an exercise price of $64.71 vested on March 15, 2025; (iv) 1,252 with an exercise price of $56.92 vest in equal installments on May 11, 2025 and 2026; (v) 669 with an exercise price of $53.18 vest on May 15, 2025, 670 vest on May 15, 2026, and 670 vest on May 15, 2027; and (vi) 94 with an exercise price of $54.67 vest on August 8, 2025. Mr. Finazzo—of these outstanding nonqualified stock options: (i) 6,405 with an exercise price of $69.39 vested on February 28, 2025; (ii) 3,775 with an exercise price of $52.96 vested on March 5, 2025, 3,777 vest on March 5, 2026, 3,776 vest on March 5, 2027, 3,777 vest on March 5, 2028, and 3,777 vest on March 5, 2029; (iii) 676 with an exercise price of $64.71 vested on March 15, 2025; (iv) 2,342 with an exercise price of $56.92 vest in equal installments on May 11, 2025 and 2026; (v) 1,253 with an exercise price of $53.18 vest on May 15, 2025, 1,253 vest on May 15, 2026, and 1,254 vest on May 15, 2027; (vi) 6,146 with an exercise price of $54.24 vest on August 12, 2025; and (vii) 8,950 with an exercise price of $56.01 vest on September 12, 2025. Mr. Rady—of these outstanding nonqualified stock options: (i) 2,201 with an exercise price of $56.78 vest on November 11, 2025, 2,201 vest on November 11, 2026, 2,201 vest on November 11, 2027, and 2,202 vest on November 11, 2028. Mr. Surrett—of these outstanding nonqualified stock options: (i) 770 with an exercise price of $64.94 vested on March 2, 2025, 770 vest on March 2, 2026, and 770 vest on March 2, 2027; (ii) 590 with an exercise price of $52.96 vested on March 5, 2025, 590 vest on March 5, 2026, 590 vest on March 5, 2027, and 590 vest on March 5, 2028; (iii) 206 with an exercise price of $64.71 vested on March 15, 2025; (iv) 1,098 with an exercise price of $56.92 vest in equal installments on May 11, 2025 and 2026; and (v) 587 with an exercise price of $53.18 vest on May 15, 2025, 587 vest on May 15, 2026, and 588 vest on May 15, 2027. (3) Reflects time-vesting shares or units of restricted stock that had not vested as of December 31, 2024 and performance-vesting units of restricted stock where performance conditions have been satisfied but units have not vested as of December 31, 2024 due to service conditions. In particular, includes performance-vesting units of restricted stock under the Company’s 2024 annual bonus plan. The following provides information with respect to the remaining vesting schedule of the shares or units of restricted stock that had not vested as of December 31, 2024: Mr. Swanson—of these outstanding restricted awards: 170 are performance-vesting units of restricted stock pertaining to the 2024 annual bonus plan which vested on April 29, 2025. Mr. Mikolaichik—of these outstanding restricted awards: (i) 7,044 are time-vesting units of restricted stock that will vest upon acceptance of the applicable award agreement; and (ii) 35,223 are time-vesting units of restricted stock of which 8,805 will vest on November 11, 2025, and the remaining will vest in equal installments on November 11, 2026, 2027, and 2028. Mr. Forrester—of these outstanding restricted awards: (i) 664 are performance-vesting units of restricted stock pertaining to the 2024 annual bonus plan which vested on April 29, 2025; (ii) 133 are time-vesting units of restricted stock which vested on March 2, 2025; (iii) 2,310 are time-vesting units of restricted stock of which 770 vested on March 2, 2025, and the remaining will vest in equal installments on March 2, 2026 and 2027; (iv) 4,720 are time-vesting units of restricted stock of which 1,180 vested on March 5, 2025, and the remaining will vest in equal installments on March 5, 2026, 2027, and 2028; and (v) 807 are time-vesting units of restricted stock of which 269 will vest on May 9, 2025 and the remaining will vest on May 9, 2026. Mr. Finazzo—of these outstanding restricted awards: (i) 179 are performance-vesting units of restricted stock pertaining to the 2024 annual bonus plan which vested on April 29, 2025; (ii) 7,846 are time-vesting units of restricted stock which vested on February 28, 2025; (iii) 75,528 are time-vesting units of restricted stock of which 15,105 will vest upon acceptance of the applicable award agreement, 15,106 will vest on March 5, 2026, 15,105 will vest on March 5, 2027, 15,106 will vest on March 5, 2028, and 15,106 will vest on March 5, 2029; and (iv) 12,291 are time-vesting units of restricted stock that will vest on August 12, 2025. Mr. Rady—of these outstanding restricted awards: (i) 3,961 are time-vesting units of restricted stock of which 2,641 will vest upon acceptance of the applicable award agreement, and the remaining will vest on March 31, 2026; and (ii) 8,805 are time-vesting units of restricted stock of which 2,201 will vest on November 11, 2025, 2,201 will vest on November 11, 2026, 2,201 will vest on November 11, 2027, and 2,202 will vest on November 11, 2028. Mr. Surrett—of these outstanding restricted awards: (i) 202 are performance-vesting units of restricted stock pertaining to the 2024 annual bonus plan which vested on April 29, 2025; (ii) 4,620 are time-vesting units of restricted stock of which 1,540 vested on March 2, 2025, and the remaining will vest in equal installments on March 2, 2026 and 2027; (iii) 4,720 are time-vesting units of restricted stock of which 1,180 vested on March 5, 2025, and the remaining will vest in equal installments on March 5, 2026, 2027, and 2028; (iv) 3,228 are time-vesting units of restricted stock of which 1,076 will vest on May 9, 2025, and the remaining will vest on May 9, 2026; and (v) 2,935 are time-vesting units of restricted stock which will vest on December 31, 2025. Market value is based upon the closing market price of our common stock on December 31, 2024. (5) Reflects performance-vesting shares of restricted stock under the 2024 Long-Term Incentive Plan and 2023 Long-Term Incentive Plan that have not been earned as of December 31, 2024.

  52. Outstanding Equity Awards at 2024 Fiscal-Year End

    The performance-vesting units of restricted stock granted to Messrs. Swanson, Mikolaichik, Forrester, Finazzo, Rady and Surrett under the 2024 Long-Term Incentive Plan will vest, if at all, based on the Company’s achievement of growth metrics in Adjusted EBITDA and other growth related metrics for the performance period beginning on January 1, 2024 and ending on December 31, 2026. As of December 31, 2024, the achievement level with respect to these metrics was below threshold, accordingly, the number and value of the units of performance-vesting restricted stock that are expected to vest reported in the table reflect amounts based on threshold performance. The actual number of units that will vest with respect to the performance-vesting units of restricted stock granted to Messrs. Swanson, Mikolaichik, Forrester, Finazzo, Rady and Surrett under the 2024 Long-Term Incentive Plan is not determinable. The performance-vesting units of restricted stock granted to Messrs. Swanson, Forrester, Finazzo and Surrett under the 2023 Long-Term Incentive Plan will vest, if at all, based on the Company’s achievement of growth metrics in Adjusted EBITDA and other growth related metrics for the performance period beginning on January 1, 2023 and ending on December 31, 2025. As of December 31, 2024, the achievement level with respect to these metrics was below threshold, accordingly, the number and value of the units of performance-vesting restricted stock that are expected to vest reported in the table reflect amounts based on threshold performance. The actual number of units that will vest with respect to the performance-vesting units of restricted stock granted to Messrs. Swanson, Forrester, Finazzo and Surrett under the 2023 Long-Term Incentive Plan is not determinable. The following table provides information regarding the number of shares or units at threshold under the 2024 Long-Term Incentive Plan and the 2023 Long-Term Incentive Plan outstanding as of December 31, 2024:

  53. Outstanding Equity Awards at 2024 Fiscal-Year End

    | | 2023 Long-Term Incentive Plan | | 2024 Long-Term Incentive Plan | | | Name | Number of Shares or Units That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested ($) | Number of Shares or Units That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested ($) | | Marc G. Swanson | 5,929 | 333,151 | 6,346 | 356,582 | | James (Jim) Mikolaichik | — | — | 9,245 | 519,477 | | James (Jim) W. Forrester Jr. | 2,286 | 128,450 | 1,507 | 84,678 | | Christopher (Chris) Finazzo | 2,635 | 148,061 | 2,820 | 158,456 | | Michael Rady | — | — | 2,201 | 123,674 | | Byron Surrett | 2,113 | 118,729 | 1,909 | 107,267 |

  54. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table provides information regarding the values realized by our named executive officers upon the vesting of stock awards in 2024.

  55. Option Exercises and Stock Vested in 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Marc G. Swanson | — | — | 38,968 | 2,051,997 | | James (Jim) W. Forrester Jr. | — | — | 3,403 | 179,788 | | Christopher (Chris) Finazzo | — | — | 34,004 | 1,712,302 | | Byron Surrett | — | — | 11,666 | 621,630 |

  56. Option Exercises and Stock Vested in 2024

    The value realized on vesting is based on the closing market price of our common stock on the applicable vesting date (or the previous trading day if the vesting date was not a trading day).

  57. Pension Benefits

    Pension Benefits We have no pension benefits for the executive officers.

  58. Nonqualified Deferred Compensation for 2024

    Nonqualified Deferred Compensation for 2024 We have no nonqualified defined contribution or other nonqualified deferred compensation plans for executive officers.

  59. Potential Payments upon Termination

    Potential Payments upon Termination The following table describes the potential payments and benefits that would have been payable to our named executive officers under existing plans assuming a termination of their employment for reasons other than willful misconduct on December 31, 2024, which was the last business day of fiscal 2024. The amounts shown in the table do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the named executive officers. These include accrued but unpaid salary, accrued but unpaid vacation and distributions of plan balances under our 401(k) savings plan.

  60. Potential Payments upon Termination

    | Name | Cash Severance Payment ($) (1) | Continuation of Group Health Plans ($) (2) | Value of Accelerated Vesting of Equity Awards ($) (3) | Total ($) | | Marc G. Swanson | | | | | | Voluntary resignation | — | — | — | — | | Termination under Severance Plan(4) | 907,965 | 25,000 | — | 932,965 | | Termination due to death or "disability" | 7,965 | — | 5,352 | 13,317 | | Change in Control (double trigger)(5) | 907,965 | 25,000 | 44,685 | 977,650 | | Change in Control (good reason)(6) | — | — | 25,468 | 25,468 | | James (Jim) Mikolaichik | | | | | | Voluntary resignation | — | — | — | — | | Termination under Severance Plan(4) | 600,000 | 20,000 | — | 620,000 | | Termination due to death or "disability" | — | — | 148,454 | 148,454 | | Change in Control (double trigger)(5) | 600,000 | 20,000 | 2,374,983 | 2,994,983 | | Change in Control (good reason)(6) | — | — | 2,374,983 | 2,374,983 | | James (Jim) W. Forrester Jr. | | | | | | Voluntary resignation | — | — | — | — | | Termination under Severance Plan(4) | 316,031 | 15,000 | — | 331,031 | | Termination due to death or "disability" | 31,031 | — | 112,193 | 143,224 | | Change in Control (double trigger)(5) | 316,031 | 15,000 | 513,098 | 844,129 | | Change in Control (good reason)(6) | — | — | 469,270 | 469,270 | | Christopher (Chris) Finazzo | | | | | | Voluntary resignation | — | — | — | — | | Termination under Severance Plan(4) | 408,380 | 15,000 | — | 423,380 | | Termination due to death or "disability" | 8,380 | — | 1,323,260 | 1,331,640 | | Change in Control (double trigger)(5) | 408,380 | 15,000 | 5,473,456 | 5,896,836 | | Change in Control (good reason)(6) | — | — | 5,461,319 | 5,461,319 | | Michael Rady | | | | | | Voluntary resignation | — | — | — | — | | Termination under Severance Plan(4) | 375,000 | 20,000 | — | 395,000 | | Termination due to death or "disability" | — | — | 45,402 | 45,402 | | Change in Control (double trigger)(5) | 375,000 | 20,000 | 643,151 | 1,038,151 | | Change in Control (good reason)(6) | — | — | 643,151 | 643,151 | | Byron Surrett | | | | | | Voluntary resignation | — | — | — | — | | Termination under Severance Plan(4) | 259,447 | 15,000 | — | 274,447 | | Termination due to death or "disability" | 9,447 | — | 198,003 | 207,450 | | Change in Control (double trigger)(5) | 259,447 | 15,000 | 927,194 | 1,201,641 | | Change in Control (good reason)(6) | — | — | 915,169 | 915,169 |

  61. Potential Payments upon Termination

    Cash severance includes amounts payable to executive with respect to salary and bonus. See “Severance Arrangements and Restrictive Covenants” below for information about how these amounts are calculated. Reflects a lump sum cash payment intended to be used to defray the employee’s post-termination health insurance expenses. Upon a termination of employment without cause (other than due to death or disability) or, by some executives to the extent they are entitled to terminate employment for “good reason”, for good reason, in each case, within 12 months following a change in control, our named executive officers’ unvested options and time-vesting units or shares of restricted stock generally immediately vest. Upon a termination of employment due to death or “disability,” a pro rata portion of the next installment of unvested options and time-vesting units or shares immediately vest. See “Treatment of Long-Term Incentive and Equity Awards Upon a Termination or Change of Control. The amounts reported in this column represent the value of unvested restricted units or shares based on the closing market price of our stock on December 31, 2024. The value of unvested stock options is calculated as the difference between the close price on December 31, 2024 and the stock option exercise price, unless the stock option exercise price is higher than the close price, in which case these stock options were not assigned a value. Includes terminations relating to (1) job elimination resulting from a business reorganization, reduction in force, facility closure, or business consolidation, (2) job elimination resulting from a sale or merger; or (3) a lack of available position following a return from a certified medical leave of absence or work-related injury or illness. (4) Includes terminations relating to (1) job elimination resulting from a business reorganization, reduction in force, facility closure, or business consolidation, (2) job elimination resulting from a sale or merger; or (3) a lack of available position following a return from a certified medical leave of absence or work-related injury or illness. (5) For purposes of this table, Change in Control (double trigger) assumes that both a termination of employment without cause and a change in control occur on December 31, 2024. (6) For purposes of this table, Change in Control (good reason) assumes that both a termination by the executive for “good reason” and a change in control occur on December 31, 2024.

  62. Treatment of Long-Term Incentive and Equity Awards upon Termination or Change in Control

    Treatment of Long-Term Incentive and Equity Awards upon Termination or Change in Control Except as otherwise noted above in “Potential Payments Upon Termination—Severance Agreements and Restrictive Covenants”, in connection with a termination of employment or change in control (as defined in the applicable award agreement), long-term incentive and equity awards are generally subject to the following treatment: Stock options and time-vesting awards. With respect to stock option and time-vesting share or unit awards granted prior to calendar year 2019, to the extent unvested, upon a termination of an executive’s employment by the Company without cause or a termination due to the executive’s death or disability, in each case within 12 months following a change in control, all unvested stock option and time-vesting share or unit awards will immediately vest and become exercisable. In addition, generally, upon a termination due to the executive’s death or disability, other than within 12 months following a change in control, or “qualified retirement” (as defined in the applicable award agreement), a pro-rata portion of the next installment of such awards will immediately vest. If the executive’s employment terminates for any other reason other than as described above, all unvested stock options and time-vesting shares will immediately be forfeited. With respect to stock options and time-vesting units granted in calendar year 2019 and later, upon a termination of an executive’s employment by the Company without cause (other than due to death or disability) or, by certain executives, for good reason, in each case, within 12 months following a change in control, all unvested stock options/time-vesting units will immediately vest and become exercisable. In addition, with respect to certain executives, all unvested stock-options will vest and become exercisable, subject to continued employment, on the 12-month anniversary of a change of control. Generally upon a termination due to the executive’s death or disability, a pro-rata portion of the next installment of such stock options and time-vesting units will immediately vest. If the executive’s employment terminates for any other reason other than as described above, all unvested stock options and time-vesting units will be forfeited. Performance-vesting shares/units. Upon a change in control during the performance period, the number of performance-vesting units that would have been earned at the end of the fiscal year in which a change in control occurs as determined in good faith based on anticipated performance (the “specified number”), are eligible to vest on the first anniversary of such change in control, subject to continued employment. Any remaining performance-vesting units will remain outstanding and eligible to vest in accordance with the original terms, subject to adjustments. In addition, upon a termination of an executive’s employment by the Company without cause (other than due to death or disability) or, by certain executives, for good reason, in each case, within 12 months following a change in control, the specified number of performance-vesting units will vest and all other performance-vesting units will be forfeited. Upon a termination of executive’s employment due to death or disability prior to the end of the performance period, a pro-rata portion of the performance-vesting units will be eligible to vest based on actual performance. Any performance-vesting units that do not vest in accordance with the above shall immediately be forfeited. If the executive’s employment terminates for any reason other than as described above, all unvested performance-vesting units will be forfeited.

  63. CEO Pay Ratio

    CEO Pay Ratio Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are required to determine and disclose the pay ratio of our Chief Executive Officer to that of our median employee. As allowed under the rules, for 2024, we used the same median employee that was identified in 2022 and 2023 since there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact our pay ratio disclosure. For 2022, we identified the median employee by examining the 2022 total taxable cash wages for all of our employees, excluding our CEO, who were employed by us on November 22, 2022. We included all employees, whether employed on a full-time, part-time or seasonal basis. 2022 taxable cash wages, which information we obtained from our internal payroll records, included 2022 base salary or hourly wages, including overtime, paid through November 22, 2022 and actual annual bonus paid in 2022 for 2021 performance (if any). For our permanent full-time and part-time employees, base wages were annualized for those employees who joined the Company in 2022. No normalization adjustments were made for our seasonal part-time employees. On December 21, 2023 and again on December 23, 2024, we determined the median employee identified in 2022 was still active and the compensation paid in 2024 versus 2023 was largely unchanged. We believe this consistently applied compensation measure reasonably reflects annual compensation across our employee base. We calculated annual total compensation for the median employee identified in 2024 for the full 2024 fiscal year using the same methodology we use for our named executive officers as set forth in the 2024 Summary Compensation Table elsewhere in this Proxy Statement. We believe the pay ratio disclosed herein is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Based on the above, our Chief Executive Officer to median employee pay ratio is 76.2 to 1. • the median employee had 2024 annual total compensation of $14,151; and the annual total compensation of our Chief Executive Officer, as reported in the 2024 Summary Compensation Table, was $1,078,031.

  64. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of our company for the last four fiscal years ended December 31, 2024, 2023, 2022, 2021 and 2020.

  65. Pay Versus Performance

    | | | | | | | | Value of Initial $100 Investment | | | | | Year | SCT Compensation for PEO | CAP Compensation for PEO | SCT Compensation for Sergio (Serge) Rivera | CAP Compensation for Sergio (Serge) Rivera | Average SCT Compensation for Other NEOs | Average CAP Compensation for Other NEOs | Company TSR | S&P Midcap 400 | Net Income | Adjusted EBITDA | | (a) | (b) | (c) | | | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $1,078,031 | $636,348 | $— | $— | $2,583,817 | $2,493,271 | $177.18 | $163.54 | $227.5 | $700.2 | | 2023 | $1,106,531 | $1,084,459 | $— | $— | $813,230 | $(127,539) | $166.62 | $143.55 | $234.2 | $713.5 | | 2022 | $1,137,020 | $511,807 | $— | $— | $2,336,474 | $1,947,828 | $168.73 | $123.29 | $291.2 | $728.2 | | 2021 | $2,009,400 | $11,274,977 | $— | $— | $932,443 | $7,581,878 | $204.54 | $141.81 | $256.5 | $662.0 | | 2020 | $1,993,055 | $3,145,415 | $208,248 | $(3,019,853) | $1,526,400 | $2,249,471 | $99.62 | $113.66 | $(312.3) | $(73.2) |

  66. Pay Versus Performance

    Column (a): Reflects related amounts for the respective years shown. Column (b): For fiscal years 2024, 2023, 2022, 2021 and 2020 reflects compensation amounts reported in the “Summary Compensation Table” ("SCT") for our CEO, Marc G. Swanson, (our principal executive officer ("PEO")), for the respective years shown. As previously disclosed, Sergio (Serge) Rivera served as our CEO from January 1, 2020 until his resignation on April 4, 2020, at which time Marc G. Swanson was appointed CEO. Column (c): “Compensation actually paid” ("CAP") to our CEO in each of 2024, 2023, 2022, 2021 and 2020, and for our former CEO in 2020, reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules and calculation methodology. The dollar amounts reflected in column (c) of the table above do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year. We offer no pension benefits for executive officers so no adjustment for pension benefits is included in the table below. Additionally, the value of dividends, if any, or other earnings paid on stock and option awards are not included as such amounts are reflected in the fair value of awards and are only paid upon vesting. For information regarding the decisions made by our Compensation Committee regarding the CEO’s compensation for each fiscal year, please see the Compensation Discussion & Analysis sections of the proxy statements reporting pay for the fiscal years covered in these tables.

  67. Pay Versus Performance

    | | Marc G. Swanson | | | | | Sergio (Serge) Rivera | | | 2024 | 2023 | 2022 | 2021 | 2020 | 2020 | | SCT Total Compensation | $1,078,031 | $1,106,531 | $1,137,020 | $2,009,400 | $1,993,055 | $208,248 | | LESS Stock and Option Award Values Reported in SCT for Covered Year | (612,055) | (608,197) | (598,889) | (1,212,203) | (1,626,631) | (51,236) | | PLUS Year End Fair Value of Unvested Stock and Option Awards Granted in the Covered Year | 701,103 | 583,577 | 257,738 | 2,611,426 | 4,478,925 | — | | Year over Year CHANGE in Fair Value of Outstanding and Unvested Stock and Option Awards | 13,073 | (258,024) | (865,018) | 6,104,682 | 26,687 | — | | PLUS Fair Value as of the Vesting Date of Stock and Option Awards Granted and Vested in the Covered Year | — | — | — | — | 43,568 | — | | CHANGE in Fair Value of Stock and Option Awards granted in Prior Years that Vested in Covered Year | (237,279) | 260,572 | 580,956 | 1,761,672 | (249,001) | (3,079) | | LESS Fair Value at the End of the Prior Year of Stock and Equity Awards that Failed to Meet Vesting Conditions in the Covered Year | (306,525) | — | — | — | (1,521,188) | (3,173,786) | | "Compensation Actually Paid" | $636,348 | $1,084,459 | $511,807 | $11,274,977 | $3,145,415 | $(3,019,853) |

  68. Pay Versus Performance

    Column (d): For fiscal years 2024, 2023, 2022, 2021 and 2020, non-CEO named executive officers were as follows and are included in the average figures shown: 2024: James (Jim) Mikolaichik, James (Jim) W. Forrester Jr., Christopher (Chris) Finazzo, Michael Rady and Byron Surrett. • 2023: James (Jim) W. Forrester Jr., Michelle (Chelle) Adams, James (Jim) Hughes, Kyle R. Miller and Byron Surrett. • 2022: Michelle (Chelle) Adams, Elizabeth C. Gulacsy, Dr. Christopher (Chris) Dold, Christopher (Chris) Finazzo, Daniel (Dan) Mayer and G. Anthony (Tony) Taylor. • 2021: Elizabeth C. Gulacsy, Dr. Christopher (Chris) Dold, Thomas (Tom) Iven, Sharon (Sherri) Nadeau and G. Anthony (Tony) Taylor. • 2020: Elizabeth C. Gulacsy, Walter Bogumil, Dr. Christopher (Chris) Dold, and G. Anthony (Tony) Taylor. Column (e): Average CAP for our non-CEO named executive officers in each of 2024, 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules and calculation methodology. The dollar amounts reflected in column (e) of the table above do not reflect the actual amount of compensation earned by or paid to our non-CEO named executive officers during the applicable year. We offer no pension benefits for executive officers so no adjustment for pension benefits is included in the table below. Additionally, the value of dividends, if any, or other earnings paid on stock and option awards are not included as such amounts are reflected in the fair value of awards and are only paid upon vesting. For information regarding the decisions made by our Compensation Committee regarding the non-CEO named executive officers’ compensation for each fiscal year, please see the Compensation Discussion & Analysis sections of the proxy statements reporting pay for the fiscal years covered in these tables.

  69. Pay Versus Performance

    | Average of NEOs (excluding CEO) | 2024 | 2023 | 2022 | 2021 | 2020 | | SCT Total Compensation | $2,583,817 | $813,230 | $2,336,474 | $932,443 | $1,526,400 | | LESS Stock and Option Award Values Reported in SCT for Covered Year | (2,360,955) | (546,922) | (1,985,378) | (548,803) | (1,240,117) | | PLUS Year End Fair Value of Unvested Stock and Option Awards Granted in the Covered Year | 2,436,858 | 436,606 | 1,791,166 | 845,928 | 3,352,263 | | Year over Year CHANGE in Fair Value of Outstanding and Unvested Stock and Option Awards | 29,290 | 10,278 | (600,536) | 5,405,633 | 38,038 | | PLUS Fair Value as of the Vesting Date of Stock and Option Awards Granted and Vested in the Covered Year | — | — | — | — | 29,631 | | CHANGE in Fair Value of Stock and Option Awards granted in Prior Years that Vested in Covered Year | 1,133 | (9,829) | 406,102 | 1,127,536 | (353,093) | | LESS Fair Value at the End of the Prior Year of Stock and Equity Awards that Failed to Meet Vesting Conditions in the Covered Year | (196,872) | (830,902) | — | (180,859) | (1,103,651) | | "Compensation Actually Paid" | $2,493,271 | $(127,539) | $1,947,828 | $7,581,878 | $2,249,471 |

  70. Pay Versus Performance

    Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, risk free rates) as of the measurement date. Adjustments have been made using the stock price as of year end and as of each date of vest. Performance-based PSU grant date fair values are calculated using the stock price as of the date of grant assuming probable performance at the time of the grant. Adjustments have been made using the stock price and performance accrual modification as of year-end and as of the date of vesting. Time-based RSU grant date fair values are calculated using the stock price as of the date of grant. Adjustments have been made using the stock price as of year-end and as of the date of vesting. Column (f): For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of United Parks for the measurement periods ending on December 31 of each of 2024, 2023, 2022, 2021 and 2020, respectively. Column (g): For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of the S&P Midcap 400 Index, as used in our performance graph pursuant to Item 201(e) of Regulation S-K contained in our Annual Report on Form 10-K ("Peer Group TSR") for the measurement periods ending on December 31 of each of 2024, 2023, 2022, 2021 and 2020, respectively. Column (h): Reflects “Net Income” in our Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2024, 2023, 2022, 2021 and 2020. Column (i): Our Company-selected Measure is Adjusted EBITDA which is described below.

  71. Director Compensation for Fiscal 2024

    Director Compensation for Fiscal 2024 The following table summarizes all compensation for our non-employee directors for fiscal year 2024.

  72. Director Compensation for Fiscal 2024

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Ronald Bension(3) | — | 426,903 | 426,903 | | James Chambers(4) | — | 426,903 | 426,903 | | William Gray(5) | — | 508,033 | 508,033 | | Timothy J. Hartnett(6) | — | 633,239 | 633,239 | | Nathaniel J. Lipman(7) | 77,500 | 387,304 | 464,804 | | Yoshikazu Maruyama(8) | 210,000 | 219,950 | 429,950 | | Thomas Moloney(9) | 190,000 | 219,950 | 409,950 | | Neha Jogani Narang(10) | — | 401,507 | 401,507 | | Scott Ross(11) | — | 597,857 | 597,857 | | Kimberly Schaefer(12) | 102,500 | 323,375 | 425,875 |

  73. Director Compensation for Fiscal 2024

    (1) Once per calendar year, each Outside Director may timely elect to receive any or all cash compensation paid in DSUs or immediately vesting RSUs in lieu of cash. All directors elected to receive DSUs or RSUs in lieu of cash for 2024 with the exception of (a) Mr. Lipman elected 50% cash compensation; (b) Mr. Maruyama elected 100% cash compensation; (c) Mr. Moloney elected 100% cash compensation and (d) Ms. Schaefer elected 50% cash compensation. The amount of DSUs or RSUs granted were calculated using the equivalent applicable quarterly payment amount divided by the grant date previous day closing price. (2) Amounts included in this column reflect the aggregate grant date fair value of DSUs or RSUs granted during fiscal year 2024 calculated in accordance with ASC Topic 718. The assumptions used in the valuation are discussed in Note 17: “Equity-Based Compensation” to our Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024. As of December 31, 2024: each of Messrs. Bension, Chambers, Maruyama, Moloney, Hartnett and Mmes. Schaefer and Narang owned 4,294 unvested DSUs; and Messrs. Ross and Gray owned 4,294 unvested RSUs. (3) In addition to an annual retainer of $110,000, Mr. Bension received (a) a fee of $20,000 for his service as a member of the Revenue Committee; (b) fees of $75,000 for his service on special committees. and (c) meeting fees of $0 as discussed under “Outside Director Compensation Policy- Cash Compensation.” The grant date fair value of the equity issued related to these 2024 quarterly retainer payments (as discussed in footnote (1)) was $206,953. (4) In addition to an annual retainer of $110,000, Mr. Chambers received (a) a fee of $20,000 for his service as a member of the Compensation Committee; (b) a fee of $30,000 for his service as Chairperson of the Nominating and Corporate Governance Committee; (c) a fee of $20,000 for his services as a member of the Revenue Committee; (d) a fee of $25,000 for his service on special committees; and (e) meeting fees of $0 as discussed under “Outside Director Compensation Policy- Cash Compensation.” The grant date fair value of the equity issued related to these 2024 quarterly retainer payments (as discussed in footnote (1)) was $206,953. (5) In addition to an annual retainer of $110,000, Mr. Gray received (a) a fee of $25,000 for his service as a member of the Audit Committee; (b) a fee of $20,000 for his services as a member of the Nominating and Corporate Governance Committee; (c) a fee of $20,000 for his services as a member of the Revenue Committee; (d) fees of $110,000 for his service on special committees; and (e) meeting fees of $0 as discussed under “Outside Director Compensation Policy- Cash Compensation.” The grant date fair value of the equity issued related to these 2024 quarterly retainer payments (as discussed in footnote (1)) was $288,083. (6) In addition to an annual retainer of $220,000, Mr. Hartnett received (a) a fee of $25,000 for his service as a member of the Audit Committee; (b) fees of $165,000 for his service on special committees; and (c) meeting fees of $0 as discussed under “Outside Director Compensation Policy- Cash Compensation.” The grant date fair value of the equity issued related to these 2024 quarterly retainer payments (as discussed in footnote (1)) was $413,289. (7) In addition to an annual retainer of $110,000, Mr. Lipman received (a) a fee of $25,000 for his service as a member of the Audit Committee; (b) fees of $20,000 for his service as a member of the Nominating and Corporate Governance Committee; (c) meeting fees of $0 as discussed under “Outside Director Compensation Policy- Cash Compensation.” Mr. Lipman elected 50% of his quarterly retainer payments to be paid as cash compensation. The grant date fair value of the equity portion issued related to these 2024 quarterly retainer payments (as discussed in footnote (1)) was $78,078. In addition to an annual retainer of $110,000, Mr. Maruyama received (a) a fee of $30,000 for his service as Chairman of the Revenue Committee; (b) a fee of $20,000 for his service as a member of the Compensation Committee (c) a fee of $50,000 for his service on special committees; and (d) meeting fees of $0 as discussed under “Outside Director Compensation Policy- Cash Compensation.” Mr. Maruyama elected 100% of his quarterly retainer payments to be paid as cash compensation. In addition to an annual retainer of $110,000, Mr. Moloney received (a) a fee of $35,000 for his service as Chairman of the Audit Committee; (b) a fee of $20,000 for his services as a member of the Compensation Committee; (c) a fee of $25,000 for his service on a special committee; and (d) meeting fees of $0 as discussed under “Outside Director Compensation Policy- Cash Compensation.” Mr. Moloney elected 100% of his quarterly retainer payments to be paid as cash compensation. In addition to an annual retainer of $110,000, Ms. Narang received (a) a fee of $20,000 for her service on the Revenue Committee; and (b) a fee of $50,000 for her service on special committees. The grant date fair value of the equity issued related to these 2023 quarterly retainer payments (as discussed in footnote (1)) was $181,557. (11) In addition to an annual retainer of $245,000 for his service as Chairman of the Board, Mr. Ross received (a) a fee of $20,000 for his service as a member of the Revenue Committee; (b) a fee of $20,000 for his service as a member of the Nominating and Corporate Governance Committee; (c) a fee of $30,000 for his service as Chairperson of the Compensation Committee; (d) fees of $60,000 for his service on special committees; and (e) meeting fees of $0 as discussed under “Outside Director Compensation Policy- Cash Compensation.” The grant date fair value of the equity issued related to these 2024 quarterly retainer payments (as discussed in footnote (1)) was $377,907. (12) In addition to an annual retainer of $110,000, Ms. Schaefer received (a) a fee of $20,000 for her service on the Revenue Committee; (b) fees of $50,000 for her service on special committees; (c) a fee of $25,000 for her service as a member of the Audit Committee; and (d) meeting fees of $0 as discussed under “Outside Director Compensation Policy- Cash Compensation.” Ms. Schaefer elected 50% of her quarterly retainer payments to be paid as cash compensation. The grant date fair value of the equity issued related to these 2024 quarterly retainer payments (as discussed in footnote (1)) was $103,425.

  74. Outside Director Compensation Policy

    Outside Director Compensation Policy Cash Compensation Under the Outside Director Compensation Policy, each non-employee director was entitled to receive annual cash retainers, which were paid quarterly, for service in 2024 to the extent they served in the following positions. The Director Compensation Policy provides that any or all of the above referenced cash compensation may be paid in DSUs or immediately vesting RSUs if a timely election is made by the Outside Director. All directors elected to receive DSUs or RSUs in lieu of cash for 2024 with the exception of (a) Mr. Lipman elected 50% cash compensation; (b) Mr. Maruyama elected 100% cash compensation; (c) Mr Moloney elected 100% cash compensation and (d) Ms. Schaefer elected 50% cash compensation. The amount of DSUs or RSUs granted were calculated using the equivalent applicable quarterly payment amount divided by the closing price of a share of common stock of the Company on the date immediately prior to the date the cash payment would have otherwise been made.

  75. Outside Director Compensation Policy

    | Position | 2024 Annual Cash Retainer | | Chairperson of the Board of Directors | $245,000 | | Member of the Board of Directors other than the Chairperson of the Board of Directors | $110,000 | | Lead Director | $220,000 | | Audit Committee Chairperson | $35,000 | | Compensation Committee Chairperson | $30,000 | | Nominating and Corporate Governance Committee Chairperson | $30,000 | | Revenue Committee Chairperson | $30,000 | | Special/Ad Hoc Committee Chairperson* | $35,000 | | Audit Committee Member | $25,000 | | Compensation Committee Member | $20,000 | | Nominating and Corporate Governance Committee Member | $20,000 | | Revenue Committee Member | $20,000 | | Special/Ad Hoc Committee Member* | $25,000 |

  76. Outside Director Compensation Policy

    *May be such other amounts as may be determined by the Board of Directors upon establishment of the Special/Ad Hoc Committee To recognize the significant contributions and time required of directors, the Outside Director Compensation Policy provides for a meeting fee of $3,000 per meeting for each Outside Director that attends more than 12 meetings in a calendar year. During 2024, the Board met 12 times. Equity Compensation The Outside Director Compensation Policy provides that equity awards to non-employee directors will take the form of DSUs or, if timely elected, RSUs payable in shares of our common stock upon settlement. Each DSU awarded to non-employee directors represents the right to receive one share of our common stock in the future. The DSUs will be paid out beginning (a) for awards granted before our annual meeting of stockholders in 2019, one year after the non-employee director leaves the Board, or, if earlier, upon the death of the director or (b) for awards granted on or after our annual meeting of stockholders in 2019, three months after the non-employee director leaves the Board, or six months after the non-employee director leaves the Board if such director is considered a specified employee under 409A of the Internal Revenue Code. In 2024, non-employee directors were eligible to receive all types of equity awards (except incentive stock options) under our 2017 Omnibus Incentive Plan including discretionary awards not covered under the Outside Director Compensation Policy. The Outside Director Compensation Policy provided in 2024 that on the date of the annual meeting of stockholders, (i) each non-employee director would be granted an annual award of DSUs or if timely elected, RSUs under the 2017 Omnibus Incentive Plan having a Fair Market Value (as defined in the 2017 Omnibus Incentive Plan) equal to $220,000 and (ii) each new non-employee director to our Board of Directors, would be granted an initial award of DSUs or if timely elected, RSUs having a Fair Market Value equal to $220,000 prorated based upon their date of election. In accordance with our Amended and Restated Outside Director Compensation Policy, each annual equity award granted to our non-employee directors will vest 100% on the day before the next annual meeting of stockholders of the Company occurring after the date of grant, subject to the non-employee director’s continued service through such date. Notwithstanding the vesting schedule described above, the vesting of all equity awards granted to a non-employee director in 2024 will vest in full upon a “change in control” (as defined in the 2017 Omnibus Incentive Plan).