DEF 14A of Six Flags Entertainment Corporation/NEW, May 9, 2025

DEF 14A of Six Flags Entertainment Corporation/NEW

Filed May 9, 2025 · FY20240001193125-25-116917

Open on EDGAR

  1. Six Flags Entertainment Corporation

    | EXECUTIVE COMPENSATION | 27 | | Compensation Discussion and Analysis | 27 | | Summary Compensation Table | 51 | | Grants of Plan-Based Awards Table for 2024 | 54 | | Narrative to Summary Compensation and Grants of Plan-Based Awards Tables | 56 | | Outstanding Equity Awards at Fiscal Year-End for 2024 | 64 | | Units / Stock Vested in 2024 | 68 | | Pay Versus Performance Disclosure | 70 | | Pay Ratio Disclosure | 75 | | Potential Payments Upon Termination or Change in Control | 75 | | DIRECTOR COMPENSATION | 88 | | PEOPLE, CULTURE & COMPENSATION COMMITTEE REPORT | 90 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 91 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 94 | | REPORT OF THE AUDIT AND FINANCE COMMITTEE OF THE BOARD OF DIRECTORS | 95 | | INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM SERVICES AND FEES | 96 | | EXPENSES OF SOLICITATION OF PROXIES | 97 | | STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 2026 ANNUAL MEETING | 97 | | HOUSEHOLDING OF ANNUAL MEETING MATERIALS | 98 | | FORWARD-LOOKING STATEMENTS | 98 |

  2. Board of Directors

    Board of Directors Statistics assume Board composition following the Annual Meeting and the election of the Class I director nominees at the Annual Meeting. See page 11 for additional information regarding the expected Board composition following the Annual Meeting.

  3. Executive Compensation

    | COMPENSATION ELEMENTS AND MIX | OTHER KEY FEATURES | | Our executive compensation program is designed around total direct compensation - the combination of: • Base Salary • Annual Cash Incentive Awards • Long-Term Incentive Compensation • Restricted Stock Awards • Performance Stock Unit Awards See: Compensation Discussion and Analysis – Elements of Executive Compensation | • Alignment with stockholder interests • Mandatory stock ownership guidelines for our CEO and executive officers • Incentive compensation clawback provisions for our CEO and executive officers • No excise tax gross-ups or significant perquisites • Anti-pledging policy for executive officers, including the prohibition of holding shares of common stock in margin accounts • Anti-hedging policy for executive officers • Annual compensation risk assessment • Independent compensation consultant engaged by People, Culture & Compensation Committee |

  4. Executive Compensation

    | | Six Flags Entertainment Corporation | 2025 Proxy Statement / 7 |

  5. Executive Compensation

    The Annual Meeting This proxy statement is furnished in connection with the solicitation of proxies from the stockholders (the “stockholders”) of Six Flags Entertainment Corporation (the “Company”) by the board of directors of the Company (the “Board”) for use at the 2025 Annual Meeting of Stockholders (the “annual meeting”). References to “Cedar Fair” or “legacy Cedar Fair” are to Cedar Fair, L.P. prior to the July 1, 2024 merger of equals business combination between legacy Cedar Fair and legacy Six Flags (the “Merger”), and references to “legacy Six Flags” are to Six Flags Entertainment Corporation prior to the Merger. We intend to mail a printed copy of this proxy statement and proxy card to our stockholders of record entitled to vote at the Annual Meeting on or about May 9, 2025.

  6. Executive Compensation

    | TIME AND PLACE |

  7. Executive Compensation

    The Annual Meeting will be held on Wednesday, June 25, 2025 at 9:00 a.m. EDT. The Annual Meeting will be held only by means of a live webcast. You may attend the Annual Meeting online, including to vote, by logging in at www.virtualshareholdermeeting.com/FUN2025. The Annual Meeting will begin at approximately 9:00 a.m. EDT, with log-in beginning at 8:45 a.m. EDT on Wednesday, June 25, 2025. You may also attend the meeting by proxy.

  8. Executive Compensation

    | ITEMS OF BUSINESS |

  9. Executive Compensation

    Proposal One. Elect four (4) Class I directors for a three (3)-year term expiring in 2028 Proposal Two. Confirm the appointment of Deloitte & Touche LLP as our independent registered public accounting firm Proposal Three. Advisory approval of our named executive officer compensation Proposal Four. Advisory vote regarding the frequency of stockholder advisory votes on executive compensation The stockholders will also be asked to vote on any other matters that may be properly raised at the Annual Meeting. It is not anticipated that any other matters will be raised at the Annual Meeting.

  10. Executive Compensation

    | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 25, 2025 |

  11. Executive Compensation

    The proxy statement and our annual report on Form 10-K are available free of charge at https://investors.sixflags.com/.

  12. Executive Compensation

    | VOTING PROCESS |

  13. Executive Compensation

    To attend online and participate in the Annual Meeting, stockholders of record will need to use their control number on their Notice of Internet Availability of Proxy Materials or your proxy card to log into the following site: www.virtualshareholdermeeting.com/FUN2025; beneficial owners who do not have a control number may gain access to the meeting by logging into their brokerage firm’s website and selecting the stockholder communications mailbox to link through to the virtual Annual Meeting. Instructions should also be provided on the voting instruction card provided by the beneficial owner’s broker, bank, or other similar organization. We encourage you to access the meeting prior to the meeting’s start time, allowing time for online check-in that begins at 8:45 a.m. EDT. If you encounter any difficulties accessing the Annual Meeting, please call the technical support number that will be posted on the virtual Annual Meeting landing page at www.virtualshareholdermeeting.com/FUN2025. You may vote virtually at the Annual Meeting or through a proxy using any of the following methods.

  14. Executive Compensation

    | 8 / 2025 Proxy Statement | Six Flags Entertainment Corporation | |

  15. Executive Compensation

    Even if you plan to attend the Annual Meeting virtually via live webcast, the Board urges you to submit your vote as soon as possible by mail, telephone, or the Internet. The telephone and Internet voting procedures are designed to authenticate votes cast by use of a personal identification number. These procedures allow stockholders to appoint a proxy to vote their shares of common stock and to confirm that their instructions have been properly recorded. Instructions for voting by telephone and over the Internet are included on the accompanying proxy card, which solicits proxies on behalf of the Board. All of the shares of common stock represented by proxies properly received prior to or at the Annual Meeting and not revoked will be voted in accordance with the instructions indicated in the proxies. If you own shares of common stock directly and submit a proxy, on or as instructed in the accompanying form, but do not provide voting instructions on your proxy, the shares of common stock represented by your proxy will be voted for the election of the Board’s nominees as Class I directors, Ms. Cochran and Messrs. Colglazier, Dutra and Hoffman, for each of Proposals Two and Three, and for a frequency of “each year” on Proposal Four, and in the discretion of the proxies upon such other business as may properly come before the Annual Meeting, in each case whether or not any other nominations are properly made at the Annual Meeting. If you hold shares of common stock indirectly in a brokerage account or through a bank or other nominee, you are considered to be the beneficial owner of shares of common stock held in “street name,” and these proxy materials are being forwarded to you by your broker or nominee. As the beneficial owner, you have the right to direct your broker how to vote. Under New York Stock Exchange rules, unless you furnish specific voting instructions, your broker is not permitted to vote your shares of common stock on the election of a director, on the advisory vote on executive compensation, or on your preference regarding the frequency of the advisory vote on executive compensation. Your broker is permitted to vote your shares of common stock on the appointment of our independent registered public accounting firm, even if you do not furnish voting instructions. If your shares of common stock are held in “street name,” your broker or other nominee may have procedures that will permit you to vote by telephone or electronically through the Internet. Any proxy given on the accompanying form or through the Internet or telephone may be revoked by the person giving it at any time before it is voted. Proxies may be revoked, or the votes reflected in the proxy changed, by submitting a properly executed later-dated proxy to Corporate Secretary, 2851 Cleveland Road, Sandusky, OH 44870, before the vote is taken at the Annual Meeting. If your shares of common stock are voted through your broker or other nominee, you must follow directions received from your broker or other nominee to change your voting instructions. If you have more questions about the proposals, or if you would like additional copies of this document, you may call or write: Sodali & Co 333 Ludlow Street, 5th Floor, South Tower Stamford, CT 06902 Please call: (203) 658-9400 or Call toll free at: (800) 662-5200 Email: FUN.info@investor.sodali.com Web address: www.sodali.com

  16. Executive Compensation

    | RECORD DATE, VOTING RIGHTS, QUORUM, VOTE REQUIRED |

  17. Executive Compensation

    The Company has fixed the close of business on April 28, 2025 as the record date for stockholders entitled to notice of and to vote at the Annual Meeting. As of April 28, 2025, there were 101,101,235 shares of common stock outstanding and entitled to vote at the Annual Meeting, held by approximately 3,160 holders of record. Only holders of record of shares of common stock on the record date are entitled to notice of the Annual Meeting and to vote at the Annual Meeting. Each holder of record of shares of common stock as of the record date is entitled to cast one (1) vote per share of stock on each of the proposals.

  18. Executive Compensation

    | | Six Flags Entertainment Corporation | 2025 Proxy Statement / 9 |

  19. Executive Compensation

    A majority in voting power of the shares of the Company entitled to vote at the Annual Meeting, present in person or represented by proxy, will constitute a quorum. Broker non-votes and abstentions will be counted for purposes of establishing a quorum at the Annual Meeting. The chair of the Annual Meeting shall have the power to adjourn the meeting for any reason from time to time and, if a quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall also have the power, by the affirmative vote of a majority in voting power thereof, to adjourn the meeting from time to time until a quorum shall be present or represented. Regarding Proposal One, each nominee shall be elected by a plurality of the votes cast with respect to such nominee’s election at the Annual Meeting. This means that the nominees who receive the most “for” votes are elected to the Board until all the Board seats of the applicable class of the Board for which nominees are standing for election are filled. The affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter is required to approve Proposals Two and Three. Regarding Proposal Four, the stockholders’ preference regarding the frequency of the advisory vote on the compensation of our named executive officers (“one year,” “two years,” or “three years”) will be determined by the frequency receiving the highest number of votes cast “for” that frequency. These say-on-pay and say-on-frequency votes on Proposals Three and Four are advisory votes, and therefore even if approved by stockholders these proposals will not be binding on the Company, the People, Culture & Compensation Committee, or the Board. However, the People, Culture & Compensation Committee will consider the voting results when making future decisions regarding executive compensation as it deems appropriate. An abstention occurs when the beneficial owner of shares, or a bank, broker or other nominee holding shares for a beneficial owner, is present at the Annual Meeting or by proxy, and entitled to vote at the meeting, but such person refrains from voting for or against a particular proposal by expressly marking the “abstain” box on the voting instruction form or ballot. A broker non-vote occurs when a broker or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares. As further described under Voting Process above, a broker is entitled to vote shares held for a beneficial holder on routine matters without instructions from the beneficial holder of those shares, but is not entitled to vote shares held for a beneficial holder on non-routine items. Withholding authority to vote your shares with respect to one or more director nominees will have no effect on the election of those nominees. Abstentions are considered present and entitled to vote and will have the effect of a vote against Proposals Two and Three but will have no effect on the outcome of Proposal Four. Broker non-votes are not counted as votes cast nor shares entitled to vote and, therefore, will have no effect on the outcome of the proposals. Because Proposal Two is considered a “routine” proposal by the New York Stock Exchange, brokers are permitted to vote your shares without instruction and therefore broker non-votes are not expected in connection with Proposal Two.

  20. Executive Compensation

    | 10 / 2025 Proxy Statement | Six Flags Entertainment Corporation | |

  21. Executive Compensation

    Proposal One. Election of Directors The Board is currently comprised of 12 directors. The directors are divided into three (3) classes: Class I, Class II, and Class III, and each class consists of four (4) directors. As of the date of this proxy statement, each of Chieh Huang, Louis Carr, Jennifer Mason and Enrique Ramirez Mena are Class I directors. The terms of the directors in our current Class I would have expired at this annual meeting. However, as previously announced, immediately prior to the Annual Meeting each of Mr. Huang, Mr. Carr and Ms. Mason will be re-classified from Class I directors to Class II directors, and Mr. Ramirez’s resignation from the Board will be effective. At the Annual Meeting, Sandy Cochran, Michael Colglazier, Felipe Dutra and Steven Hoffman are nominated by the Board for election as Class I directors to serve for three (3)-year terms expiring at the annual meeting in 2028 and until his or her successor is elected and qualified, or his or her earlier death, resignation, retirement, disqualification or removal from office. The Nominating and Corporate Governance Committee has recommended, and the Board has unanimously approved, the nomination of Ms. Cochran and Messrs. Colglazier, Dutra and Hoffman, to whom we refer in this proxy statement as the Board’s nominees. The nominations of Ms. Cochran and Messrs. Colglazier, Dutra and Hoffman follow a thorough review of the Board and a director search process completed with the assistance of Spencer Stuart, a global executive search and leadership consulting firm. Ms. Cochran and Mr. Colglazier were each identified and recommended by Spencer Stuart. Mr. Dutra and Mr. Hoffman were each identified and recommended by Dendur Capital LP (“Dendur”), a stockholder of the Company, and were nominated for election as Class I directors in accordance with a cooperation agreement (the “Cooperation Agreement”) entered into by the Company with Dendur and certain of its affiliates in March 2025. The Board believes that the attributes, skills and qualifications that Ms. Cochran and Messrs. Colglazier, Dutra and Hoffman have developed through their extensive leadership experience across the financial, entertainment, consumer products, retail and restaurant industries, and their unique insights and perspectives make them exceptionally qualified to serve on the Board. Ms. Cochran and Messrs. Colglazier, Dutra and Hoffman will qualify as “independent” directors under the NYSE rules and our Corporate Governance Guidelines. Each nominee has agreed to stand for election and has consented to being named in this proxy statement and to serve if elected. While the Company has no reason to believe that any of its nominees will be unable or unwilling to serve as a director at the time of the Annual Meeting, in the unlikely event that any of them does not stand for election, the Board may reduce the number of directors standing for election, or the proxies may use the accompanying proxy to vote for a replacement nominee recommended by the Board, whether or not any other nominations are properly made at the meeting, except as provided in the Cooperation Agreement as it relates to Mr. Dutra and Mr. Hoffman. Pursuant to the Cooperation Agreement, Dendur shall have the right to propose a candidate for replacement of Mr. Dutra and Mr. Hoffman that is reasonably acceptable to the Board (who shall qualify as “independent” pursuant to the NYSE listing standards and the applicable rules and regulations of the SEC and have the relevant financial and business experience to be a director of the Corporation) to fill any vacancy caused by either of such directors departure from the Board during the Standstill Period (as defined below). Subject to certain exceptions, Dendur also agreed in the Cooperation Agreement to certain voting commitments and standstill obligations, effective as of the date of the Cooperation Agreement until the earlier of (i) the date that is thirty (30) days prior to the deadline for the submission of stockholder nominations for the 2027 annual meeting of stockholders pursuant to the Company’s bylaws or (ii) the date that is 120 days prior to the first anniversary of the 2026 annual meeting of stockholders (the “Standstill Period”). The Cooperation Agreement also includes, among other provisions, procedures for determining any replacements for Mr. Dutra and Mr. Hoffman, mutual non-disparagement covenants, expense reimbursement and other items that are more fully addressed in the Cooperation Agreement, as filed with our Current Report on Form 8-K filed with the SEC on March 10, 2025. Each nominee shall be elected by a plurality of the votes cast with respect to such nominee’s election at the Annual Meeting. This means that the nominees who receive the most “for” votes are elected to the Board until all the Board seats of the applicable class of the Board for which nominees are standing for election are filled. Set forth below is biographical and other information about the Board’s nominees and the continuing directors, including information concerning the particular experience, qualifications, attributes and skills that led the Nominating and Corporate Governance Committee and the Board to determine that each should serve as a director.

  22. Executive Compensation

    | THE BOARD RECOMMENDS A VOTE FOR EACH OF THE NOMINEES TO BE ELECTED AS CLASS I DIRECTORS. |

  23. Executive Compensation

    | | Six Flags Entertainment Corporation | 2025 Proxy Statement / 11 |

  24. Executive Compensation

    | NOMINEES RECOMMENDED BY THE BOARD FOR ELECTION AS CLASS I DIRECTORS TO SERVE UNTIL 2028: |

  25. Executive Compensation

    | SANDRA (SANDY) COCHRAN New Director Nominee | | | Ms. Cochran served as Executive Chair of Cracker Barrel Old Country Store, Inc. (NASDAQ: CBRL), a restaurant and retail concept, from November 2023 through February 2024. Prior to her role as Executive Chair, she served in positions of increasing responsibility at Cracker Barrel, including service as President and Chief Executive Officer and a director from September 2011 to October 2023, President and Chief Operating Officer from November 2010 to September 2011, and Executive Vice President and Chief Financial Officer from April 2009 until November 2010. Prior to joining Cracker Barrel, she served in multiple executive leadership roles at Books-A-Million, Inc. (NASDAQ: BAMM), a book retailer, including as Chief Executive Officer from February 2004 to April 2009, President from August 1999 to February 2004, and Chief Financial Officer from September 1993 to August 1999. Ms. Cochran currently serves on the Board of Lowe’s Companies, Inc. (NYSE: LOW), a leading home improvement retailer, since 2016, and Signet Jewelers Limited (NYSE: SIG), a leading jewelry retailer, since February 2024. She previously served on the Board of Cracker Barrel from September 2011 to February 22, 2024, and Dollar General Corporation (NYSE: DG), a variety store company, from 2012 to May 2020. Ms. Cochran holds an MBA from Pacific Lutheran University, and a bachelor’s degree in chemical engineering from Vanderbilt University. She also served as a Captain in the Ninth Infantry Division of the United States Army. Ms. Cochran has over 30 years of retail experience, and significant experience in finance, marketing, operations, strategic planning and oversight, and risk management at major public companies and retailers. Her extensive executive C-Suite experience and service on multiple publicly-traded boards bring valuable experience and insight to the Board. | | | MICHAEL COLGLAZIER New Director Nominee | | | Mr. Colglazier has served as the Chief Executive Officer and as a member of the Board of Directors of Virgin Galactic Holdings, Inc. (NYSE: SPCE), a space flight company, since July 2020 and has served as Virgin Galactic’s President since February 2021. Prior to joining Virgin Galactic, Mr. Colglazier served as President and Managing Director, Disney Parks International from March 2018 until his departure in July 2020. Prior to this, from January 2013 until March 2018, Mr. Colglazier was President of The Disneyland Resort, where he led a workforce of nearly 30,000 employees and drove record business performance and growth. He is currently Chairman of the CEO Roundtable for the University of California, Irvine. He is also a past member of the Engineering Advisory Board of Rice University, and past commissioner and member of the executive committee of the California Travel and Tourism Commission. Mr. Colglazier holds a bachelor’s degree in Industrial Engineering from Stanford University and holds a Master of Business Administration from Harvard Business School. Mr. Colglazier is well qualified to serve on our Board because of his extensive experience developing and growing consumer-oriented businesses strategically, commercially and operationally. | |

  26. Executive Compensation

    | 12 / 2025 Proxy Statement | Six Flags Entertainment Corporation | |

  27. Executive Compensation

    | FELIPE DUTRA New Director Nominee | | | Mr. Dutra is a Founding investor and Chairman of Waldencast PLC (NASDAQ: WALD), a global best-in-class operating platform that incubates and accelerates high growth, purpose driven beauty and wellness brands, including Milk MakeUp and Obagi Skincare, a position he has held since 2021. He previously served as Chief Financial Officer of Anheuser-Busch InBev (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB) (JSE: ANH), the world’s largest beer company, from 2004 through 2020, adding Chief Technology Officer responsibilities in 2014. Prior to that, he held several roles in treasury and operations at Cervejaria Brahma (the predecessor of Ambev), and was appointed Chief Financial Officer in 1999, holding that position until the merger with Interbrew in 2004, which led to the creation of InBev. Mr. Dutra holds a degree in Economics from Candido Mendes and an M.B.A. in Controlling from Universidade de São Paulo. Mr. Dutra brings significant experience in complex global operations, M&A and business integration with international consumer-facing brands that will provide the Board valuable insights. | |

  28. Executive Compensation

    | STEVEN HOFFMAN New Director Nominee | | | Mr. Hoffman currently operates Python Global Ventures, a family office investment firm. Prior to that, Mr. Hoffman was a partner and consumer sector head at Highline Capital Management LLC, an investment management firm, from 2001 through 2018. Mr. Hoffman began his career at Wertheim Schroder & Co. as an investment banking and private equity analyst starting in 1994. Mr. Hoffman began his career at Wertheim Schroder & Co. as an investment banking and private equity analyst starting in 1992. He earned dual bachelor degrees at The University of Pennsylvania from The Wharton School and the College of Arts & Sciences and holds an M.B.A. from the University of Chicago Booth School of Business. Mr. Hoffman is an experienced, long-term public market investor and will add important skills to the Board to help the Company in the execution of its strategy. | |

  29. Executive Compensation

    | | Six Flags Entertainment Corporation | 2025 Proxy Statement / 13 |

  30. Executive Compensation

    | CLASS II DIRECTORS SERVING UNTIL 2026: |

  31. Executive Compensation

    | LOUIS CARR Director since: 2020 (legacy Cedar Fair) | Nominating and Corporate Governance Committee | | | Mr. Carr is president of Media Sales for BET Media Group, a leading provider of quality entertainment, music, news and public affairs television programming for the African American audience and a subsidiary of Paramount Global (NASDAQ: PARA). Mr. Carr has been with BET Networks for 37 years and is recognized as one of the most influential and prominent African Americans in the media and marketing industries. In 2016, Mr. Carr earned the Diversity Award from the Hyatt Corporation and another Lifetime Achievement Award from the Patricia Martin Legacy celebration honoring his work around diversity from both a personal and professional standpoint. Mr. Carr has also been listed on NAMIC’s Most Influential African Americans list in the cable industry several times. Mr. Carr has served on the boards of the Ad Council; International Radio and Television Society (IRTS); American Advertising Federation (AAF); the Video Advertising Board (VAB), formerly the CAB; and Boys Hope Girls Hope. He currently serves on the board of the United States Track and Field Foundation and Drake University. Utilizing his B.A. in Journalism from Drake University, Louis has become a compelling author, writing two books titled Dirty Little Secrets and The Little Black Book: Daily Motivations for Business and Personal Growth. In 2023, Mr. Carr was inducted into the Advertising Hall of Fame and awarded the Chicago Advertising Federation Silver Medal Award. Mr. Carr has also been recognized by theboardiQ as a Top 100 Hall of Fame African American and was named one of the Most Influential Black Corporate Directors by Savoy Magazine. Mr. Carr is qualified to serve on the Board primarily as a result of his more than 37 years of experience as an entertainment, media, and advertising executive. | |

  32. Executive Compensation

    | CHIEH HUANG Director since: 2022 (legacy Six Flags) | Audit and Finance Committee | | | Mr. Huang is the president of the World Economic Forum’s Global Collaboration Village. Prior to the World Economic Forum, Mr. Huang founded and led both public and private companies. He was the chief executive officer of Astro Ape Studios, one of the first mobile social-gaming studios. In 2011, Astro Ape was acquired by social gaming pioneer Zynga, and Mr. Huang later became the director of Zynga Mobile NY. Mr. Huang was a co-founder of Boxed, Inc. and served as chief executive officer until May 2023. Mr. Huang also served as a board member of Boxed, Inc., which filed a voluntary petition for reorganization under Chapter 11 in the U.S. Bankruptcy Court for the District of Delaware in April 2023 and ultimately sold its assets through Section 363 of the Bankruptcy Code in May 2023. Before his days as an entrepreneur, Mr. Huang was a corporate attorney at Proskauer. Mr. Huang is active with several non-profit organizations and also serves as an advisory team member of McLaren Racing, with entries in Formula 1, IndyCar, Formula E and Extreme E. Mr. Huang received his B.A. in Economics at The Johns Hopkins University and holds a J.D. from Fordham School of Law. Mr. Huang’s entrepreneurial mindset and extensive background in information technology, spatial computing, gaming and artificial intelligence provide the Board valuable insight and guidance. | |

  33. Executive Compensation

    | 14 / 2025 Proxy Statement | Six Flags Entertainment Corporation | |

  34. Executive Compensation

    | JENNIFER MASON Director since: 2022 (legacy Cedar Fair) | Audit and Finance Committee Nominating and Corporate Governance Committee | | | Ms. Mason is global officer, treasurer and risk management at Marriott International, Inc. (NASDAQ: MAR), a hospitality company with over 30 brands and nearly 9,100 properties in 142 countries and territories. In her role at Marriott, she oversees global capital markets and hotel financing, financial strategy and capital allocation, financial risk management, and global capital transactions and treasury services. Ms. Mason is also responsible for Marriott’s global risk management function including insurance, claims, business continuity and global safety and security. Prior to her current role, Ms. Mason was chief financial officer for Marriott’s U.S. & Canada division, with accountability for financial management including responsibilities for the Continent’s P&L, budgeting, forecasting, cash management, internal controls, asset management and feasibility. Since 1992, Ms. Mason has held several other leadership positions at Marriott, including senior vice president of IT business partnership & planning, as well as senior vice president, sales & marketing planning support. In her first 16 years with Marriott, Ms. Mason held several positions of increasing responsibility in internal audit, corporate financial planning & analysis, lodging finance and business development. She was regional director for the Mid-Atlantic region and vice president, finance business partner for sales and marketing, before serving in her senior vice president roles. Ms. Mason received a bachelor’s degree in Commerce from the University of Virginia and an M.B.A. from The Wharton School. She is qualified to serve on the Board as a result of her executive-level experience within the hospitality sector, including her experience in financial and risk management leadership positions. | |

  35. Executive Compensation

    | MARILYN SPIEGEL Director since: 2023 (legacy Six Flags) | People, Culture & Compensation Committee Integration Committee | | | Ms. Spiegel served as president of Wynn Las Vegas from December 2010 until her retirement in February 2013, and then came out of retirement to again serve as Wynn’s president from January 2019 to September 2021. Prior to her role at Wynn Las Vegas, from August 2006 to November 2010, Ms. Spiegel served as president of three Harrah’s Entertainment hotel and casino properties: Bally’s and Paris Las Vegas initially, and then in January 2010 her responsibilities were expanded to include Planet Hollywood following its acquisition by Harrah’s. Previously, she was the president of Harrah’s Las Vegas & Rio All-Suite Hotel & Casino from January 2004 to July 2006, after having served as the senior vice president of human resources of Harrah’s Entertainment (currently Caesars Entertainment) from June 1999 to December 2003. Ms. Spiegel serves as a board member of Invited Clubs, the largest owner and operator of private golf and country clubs in the country. She has also been a member of the board of advisors for Nicholas & Company since 2015, and serves as executive secretary and a board member of Catholic Charities of Southern Nevada. Ms. Spiegel has a bachelor’s degree in marketing and a master’s degree in education from the University of Utah. Ms. Spiegel’s over 30 years of leadership and operational expertise in hospitality, revenue management and human resources add important skills to the Board that will help the Company in the execution of its strategy. | |

  36. Executive Compensation

    | | Six Flags Entertainment Corporation | 2025 Proxy Statement / 15 |

  37. Executive Compensation

    | CLASS III DIRECTORS SERVING UNTIL 2027: |

  38. Executive Compensation

    | SELIM BASSOUL Executive Chairman of the Board Director since: 2020 (legacy Six Flags) | Integration Committee | | | Mr. Bassoul has served as Executive Chairman of the Company since July 2024. Previously, Mr. Bassoul held the positions of president and chief executive officer of legacy Six Flags from November 2021 to June 2024, and was the chairman of the legacy Six Flags board from February 2021 to November 2021. Mr. Bassoul served as president and chief executive officer, and chairman of The Middleby Corporation, a manufacturer of food service and processing equipment, from 2001 to 2019. Mr. Bassoul previously served on the boards of 1847 Goedeker Corporation, Confluence Outdoor, Piper Aircraft, Inc., and Scientific Protein Laboratories LLC. Mr. Bassoul served as a director and non-executive chairman of Diversey Holdings, Ltd., where he was a member of the Audit Committee and People Resources Committee from March 2021 to June 2023. He holds a B.A. in Business Administration from the American University of Beirut, and an M.B.A. in Finance and Marketing from the Kellogg School of Management at Northwestern University. Mr. Bassoul’s proven leadership and seasoned tenure as president and chief executive officer of legacy Six Flags and chairman, president and chief executive officer of The Middleby Corporation, his operational expertise in multiple geographies, and strong focus on customer experience, culinary and food service, and global expansion, make him especially qualified to serve as a member of the Board and guide Six Flags strategically. | |

  39. Executive Compensation

    | DANIEL HANRAHAN Lead Independent Director of the Board Director since: 2012 (legacy Cedar Fair) | Integration Committee | | | Mr. Hanrahan was appointed chairman of the legacy Cedar Fair board of directors in January 2020 and served in that role until the Merger. He served as the president and chief executive officer and director of the Regis Corporation (NYSE: RGS), a global leader in beauty salons and cosmetology, from August 2012 through April 2017. Prior to joining Regis, he served as president and chief executive officer of Celebrity Cruises, a cruise line and division of Royal Caribbean Cruises (NYSE: RCL), from 2007 to 2012. He was promoted to president in 2005 and to chief executive officer in 2007 after his highly successful management of the sales and marketing division for Royal Caribbean. Prior to joining Royal Caribbean, Mr. Hanrahan served in executive-level positions with Polaroid Corporation and Reebok International Ltd. In 2004, he was named one of the “Top 25 Extraordinary Minds in Hospitality Sales and Marketing” by Hospitality and Sales Marketing Association International. From 2017 to 2021, Mr. Hanrahan was a director and member of the audit committee at Lindblad Expeditions Holdings, Inc. (NASDAQ: LIND), a global provider of expedition cruises and adventure travel experiences. He joined the board of Foss Swim Schools, a Prairie Capital company, in April 2019. Mr. Hanrahan joined Sycamore Partners as an advisor in 2021. He holds a Bachelor of Business Administration from Wisconsin School of Business. Mr. Hanrahan is qualified to serve on the Board primarily as a result of his significant executive-level experience across a wide spectrum of consumer-facing brands, including in the retail, travel and hospitality sectors, as well as his more than 40 years of experience in sales and marketing. | |

  40. Executive Compensation

    | 16 / 2025 Proxy Statement | Six Flags Entertainment Corporation | |

  41. Executive Compensation

    | ARIK RUCHIM Director since: 2020 (legacy Six Flags) | Audit and Finance Committee Nominating and Corporate Governance Committee | | | Mr. Ruchim is a partner at H Partners Management, an investment management firm and one of the Company’s largest stockholders. Prior to joining H Partners in 2008, Mr. Ruchim was at Creative Artists Agency and Cruise|Wagner Productions. Mr. Ruchim previously served as a director of Tempur Sealy International, Inc. (NYSE: TPX), a global leader in the design, manufacture and distribution of bedding products, Remy International, Inc., a global manufacturer of automotive parts, and as a director of Dick Clark Productions, a television production company. Mr. Ruchim has a Bachelor of Business Administration with Distinction from the University of Michigan. Mr. Ruchim brings to the Board a strong business acumen and extensive investment experience, as well as a vigorous record of stockholder value creation. | |

  42. Executive Compensation

    | RICHARD ZIMMERMAN President and Chief Executive Officer Director since: 2019 (legacy Cedar Fair) | Integration Committee | | | Mr. Zimmerman is President and Chief Executive Officer of the Company and also serves on the Board. Richard has served as legacy Cedar Fair’s president and chief executive officer from January 2018 to the Merger and served as a director of legacy Cedar Fair from April 2019 to the Merger. Prior to becoming CEO, Mr. Zimmerman served as president and chief operating officer of legacy Cedar Fair from October 2016 to December 2017 and served as chief operating officer of legacy Cedar Fair from October 2011 to October 2016. Prior to that, he was appointed as executive vice president of legacy Cedar Fair in November 2010 and as regional vice president in June 2007. Mr. Zimmerman joined legacy Cedar Fair in 2006, when it acquired Kings Dominion and was vice president and general manager of Kings Dominion from 1998 through 2007. He also is a senior advisor at Velocity Capital Management, a private equity firm that invests in the sports, media and entertainment sectors. Mr. Zimmerman earned a bachelor’s degree in accounting from Georgetown University. Mr. Zimmerman’s leadership and management skills and his insights from his experience as legacy Cedar Fair’s president and chief executive officer provide guidance, operational knowledge and management perspective to the Board. | |

  43. Executive Compensation

    | | Six Flags Entertainment Corporation | 2025 Proxy Statement / 17 |

  44. Executive Compensation

    Proposal Two. Appointment of Independent Registered Public Accounting Firm The Audit and Finance Committee has appointed Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm to audit our consolidated financial statements for 2025 and requests that our stockholders confirm that appointment. Deloitte audited our consolidated financial statements and our internal control over financial reporting for 2024. A representative of Deloitte will be made available at the Annual Meeting and will be given an opportunity to make a statement and to respond to appropriate questions. If our stockholders do not confirm our appointment of Deloitte, the Audit and Finance Committee will reconsider whether to retain Deloitte, and may still retain Deloitte or another firm without re-submitting the matter to our stockholders. In all cases, the Audit and Finance Committee retains its right to appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and the interests of our stockholders. The affirmative vote of a majority of the shares of common stock present, or represented by proxy, at the Annual Meeting and entitled to vote on the matter is required for ratification.

  45. Executive Compensation

    | THE BOARD RECOMMENDS A VOTE FOR THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025. |

  46. Executive Compensation

    | 18 / 2025 Proxy Statement | Six Flags Entertainment Corporation | |

  47. Executive Compensation

    Proposal Three. Advisory Vote on Our Named Executive Officer Compensation We are seeking an advisory vote of our stockholders on the compensation of our named executive officers, which we are providing as required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended. Subject to consideration of the stockholder vote on Proposal Four, we expect to continue the legacy companies’ historical practices and offer stockholders the opportunity to cast an advisory vote on our executive compensation every year. Accordingly, we anticipate holding the next stockholder advisory vote on the compensation of our named executive officers at the annual meeting in 2026, subject to any updates in light of the result of the stockholder say-on-frequency advisory vote (Proposal Four). We encourage you to review the detailed information regarding our named executive officer compensation provided in the Compensation Discussion and Analysis section and the executive compensation tables and related narratives included in this proxy statement. 2024 was a unique year from an executive compensation perspective because legacy Cedar Fair and legacy Six Flags operated as stand-alone companies for half of the year, some compensation was awarded by the legacy companies, and some one-time Merger-related compensation awarded by the legacy companies was earned. We re-assessed and established new, post-merger compensation packages in connection with and following the Merger. We believe our post-Merger executive compensation program is designed to support delivery of results and to incentivize our executive team. Our approach emphasizes performance-based compensation and has a straightforward design, consistent with our overall compensation philosophy and objectives. Our approach also reflects our desire to attract and retain critical talent and incentivize our team to optimize and drive business results in direct alignment with stockholders’ interests and long-term value creation. We ask that you support the compensation of our named executive officers. Although this vote is advisory and non-binding in nature, the Board and the People, Culture & Compensation Committee value the opinion of our stockholders and will consider the voting results when determining our compensation policies, philosophy and arrangements in the future. The affirmative vote of a majority of the shares of common stock present, or represented by proxy, at the Annual Meeting and entitled to vote on the matter is required for approval, on an advisory basis, of this proposal.

  48. Executive Compensation

    | THE BOARD RECOMMENDS A VOTE FOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |

  49. Executive Compensation

    | | Six Flags Entertainment Corporation | 2025 Proxy Statement / 19 |

  50. Executive Compensation

    Proposal Four. Advisory Vote Regarding the Frequency of Stockholder Advisory Votes on Executive Compensation As required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, we are asking our stockholders to cast an advisory vote on whether future advisory votes on executive compensation (of the nature described in Proposal Three above) should occur every year, every two (2) years or every three (3) years. While we design our executive compensation programs in a manner that we believe promotes a long-term connection between pay and performance, we recognize that holding an annual advisory vote on executive compensation provides the Board with direct feedback on our executive compensation practices. We are aware of the significant interest in executive compensation by our stockholders and recommend this advisory vote to occur each year as a manner for stockholders to express their view on our executive compensation philosophy. Although the vote is advisory and non-binding in nature, the Board and the People, Culture & Compensation Committee will take into consideration the voting results when determining how often an advisory vote on the compensation of our named executive officers should occur. You will be able to specify one of four (4) choices for this proposal: one (1) year, two (2) years, three (3) years or abstain. You are not voting to approve or disapprove the Board’s recommendation regarding Proposal Four. We expect to hold our next frequency vote at our 2031 Annual Meeting of Stockholders.

  51. Executive Compensation

    | THE BOARD RECOMMENDS A VOTE TO CONDUCT ADVISORY VOTES ON EXECUTIVE COMPENSATION EVERY YEAR. |

  52. Executive Compensation

    | 20 / 2025 Proxy Statement | Six Flags Entertainment Corporation | |

  53. Executive Compensation

    Board Matters and Corporate Governance

  54. Executive Compensation

    | BOARD LEADERSHIP STRUCTURE |

  55. Executive Compensation

    The Board is committed to strong leadership and effective corporate governance. The Board currently maintains separate roles of CEO, Executive Chairman of the Board and Lead Independent Director of the Board. At this time, we believe this structure is optimal for our current circumstances and that it provides effective leadership and oversight of management by the Board. Separate roles of CEO, Executive Chairman of the Board and Lead Independent Director of the Board promotes balance between the Board’s independent authority to oversee the Company’s business and the CEO’s management team, which manages the business on a day-to-day basis. Maintaining a separate Lead Independent Director also allows our CEO to focus on Company strategy and business operations, and our Executive Chairman to focus on integration strategies and performance. The Board does not have a specific policy with respect to separating or combining these roles, or whether the Executive Chairman should be an employee or non-employee director. The Board will continue to periodically review and evaluate this structure and the appointment of the Executive Chairman on a periodic basis. The Executive Chairman of the Board’s duties include:

  56. Executive Compensation

    | • | Chair board meetings, including executive sessions (other than independent director only sessions); |

  57. Executive Compensation

    | • | Partner with CEO and the Lead Independent Director, if any, to develop agendas for meetings of the Board; |

  58. Executive Compensation

    | • | Attend meetings with company leadership upon request from CEO; |

  59. Executive Compensation

    | • | Partner with CEO on the development of a detailed integration plan for Board approval to ensure the Merger and combined parks portfolio aligns with the combined Company’s strategy and value creation goals; |

  60. Executive Compensation

    | • | Oversee the execution of cost synergies and integration strategies, working closely with the CEO to integrate cultures and ensure operational efficiencies while enhancing stockholder value, employee morale and guest satisfaction; |

  61. Executive Compensation

    | • | Partner with the CEO to track post-integration performance of the combined Company against expected outcomes and make adjustments as necessary to ensure the realization of aligned goals; |

  62. Executive Compensation

    | • | In coordination with the CEO, manage communications with stakeholders to articulate the rationale behind the Merger, expected synergies and achievement of synergies, how the transaction fits into the broader strategic vision and progress toward integration; |

  63. Executive Compensation

    | • | Oversee park development in Saudi Arabia until the planned park is opened in late 2025, serve as main liaison with park partners in Saudi Arabia and facilitate introductions and involvement of the CEO and Chief Operating Officer in connection with the Saudi Arabia park; and |

  64. Executive Compensation

    | • | Any other responsibilities as the Board may designate from time to time. |

  65. Executive Compensation

    The Lead Independent Director’s duties include:

  66. Executive Compensation

    | • | Preside over executive sessions of independent directors and other meetings of the Board at which the Executive Chairman is not present; |

  67. Executive Compensation

    | • | Serve as principal liaison on Board-wide issues between the independent directors and the Executive Chairman and Chief Executive Officer; |

  68. Executive Compensation

    | • | Provide leadership to the Board if circumstances arise in which the role of the Executive Chairman may be, or may be perceived to be, in conflict; |

  69. Executive Compensation

    | • | Partner with the Executive Chairman and Chief Executive Officer to develop and approve meeting agendas and meeting schedules for the Board; |

  70. Executive Compensation

    | • | Approve, in consultation with the Executive Chairman, information sent to the Board and assisting and communicating with the Executive Chairman and/or the Chief Executive Officer if the Board requires additional materials or analyses; |

  71. Executive Compensation

    | | Six Flags Entertainment Corporation | 2025 Proxy Statement / 21 |

  72. Executive Compensation

    | • | Have the authority to call meetings of the independent directors; |

  73. Executive Compensation

    | • | Serve as the point of contact for communications from stockholders, stakeholders or other interested parties directed to the Lead Independent Director or the non-management directors or the Board as a group; |

  74. Executive Compensation

    | • | In conjunction with the Chairman of the Nominating and Governance Committee, presiding over the annual performance evaluation of the Board, including the performance evaluation of each Board committee and individual Board members; |

  75. Executive Compensation

    The Board maintains stock ownership guidelines for our Chief Executive Officer and executive officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended). The Chief Executive Officer is required to hold stock having a value of at least six (6) times his base salary, and the other executive officers are required to hold stock with a value of at least three (3) times their base salaries. Furthermore, the Chief Executive Officer and the other executive officers are not permitted to sell any stock until (i) he or she has met the stock ownership guidelines and (ii) the sale would not result in his or her ownership falling below the stock ownership guidelines. Executives have five (5) years from becoming an executive officer to gain compliance with the guidelines. The Board reviews compliance with the guidelines annually. As of April 28, 2025, the Chief Executive Officer and the other executive officers were all in compliance with the guidelines. Stock held directly or beneficially owned, stock held in benefit plans (e.g., in 401(k) accounts), performance stock units (as if earned at 100% of target), vested and unvested restricted stock and phantom stock will be counted for purposes of determining compliance with the stock ownership guidelines. The Board also maintains stock ownership guidelines for the directors. The guidelines require non-employee directors to accumulate stock equal to at least five (5) times the annual cash retainer within five (5) years of becoming a director. Furthermore, directors are not permitted to sell any stock until (i) he or she has met the stock ownership guidelines and (ii) the sale would not result in his or her ownership falling below the stock ownership guidelines. As of April 28, 2025, all directors were in compliance with the guidelines or are expected to meet the guidelines in the prescribed time frame.

  76. Overview

    Overview 2024 was a transformative year for the Company. We completed the merger-of-equals between legacy Cedar Fair and legacy Six Flags on July 1, 2024 (the “Merger”). The Merger created a leading amusement park operator with an expanded and diversified property portfolio of 27 amusement parks, 15 water parks and nine resort properties across 17 states in the U.S., Canada and Mexico. 2024 also was a unique year from an executive compensation perspective because legacy Cedar Fair and legacy Six Flags operated as stand-alone companies for half of the year, some compensation was awarded by the legacy companies, and some one-time Merger-related compensation awarded by the legacy companies was earned. This included first-half 2024 cash incentive awards that were awarded by the legacy companies and earned based on performance objectives for the applicable pre-Merger legacy company, as well as Merger-related equity awards and bonuses that were set by the legacy companies. Equity awards of legacy Cedar Fair and legacy Six Flags that were outstanding at the time of the Merger were generally converted and rolled over into corresponding awards denominated in the new Six Flags common stock at the time of the Merger closing.

  77. Overview

    We re-assessed and established new, post-Merger compensation packages in connection with and following the Merger. This included setting new salary levels and, due to the cancellation of the remaining unpaid portions of the legacy companies’ annual cash incentive awards, making second-half 2024 cash incentive awards to drive combined Company performance for the remainder of 2024. We made initial performance stock unit grants to ensure executives are incentivized for longer performance periods that would have been unmeasured due to legacy programs that ended at the time of the Merger. These initial performance stock unit grants are measured using Adjusted EBITDA and are designed to drive performance in the 12-30 months following the closing. We also negotiated and entered into new executive employment agreements, including with the named executive officers. Our post-Merger executive compensation program is designed to incentivize our executive team to optimize and drive business results in direct alignment with stockholders’ interests and long-term value creation. Our approach has a straightforward design, consistent with our overall compensation philosophy and objectives, and emphasizes performance-based compensation. Our approach also aids the Company in being able to attract and retain critical talent.

  78. Our Compensation Governance Reflects Best Practices

    | What we do | | What we don’t do | | | | Our named executive officer annual and long-term incentive compensation is contingent on corporate performance to drive alignment with our stockholders. | | We do not provide for excise tax “gross ups”. | | | We have mandatory share ownership guidelines of six times (6x) salary for our Chief Executive Officer, three times (3x) salary for his direct reports, and five times (5x) annual cash retainer for all non-employee directors. | | We do not provide significant perquisites. | | | Incentive-based compensation is subject to our Clawback Policy for any current or former executive officer and any other senior executives or employees designated by the Board from time to time. | | We do not allow hedging of our Company’s securities. | | | The People, Culture & Compensation Committee (the “Compensation Committee”) is comprised solely of directors who are independent under the standards of the SEC and the NYSE, including the heightened standards applicable to compensation committee members. | | We do not allow pledging of our Company’s securities or holding its units in margin accounts. | | | We intend to periodically rotate the Compensation Committee chair assignment. | | | | | The Compensation Committee retained FW Cook as its independent compensation consultant to advise and report directly to the Compensation Committee. | | | | | We conduct an annual risk assessment of our compensation programs in consultation with the independent compensation consultant. | | | | | Subject to consideration of the stockholder vote on Proposal Four, we expect to continue the legacy companies’ historical practices and offer stockholders the opportunity to cast an advisory vote on our executive compensation every year. | | |

  79. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee engages an independent executive compensation consulting firm (1) to provide information and advice on competitive practices and trends in the Company’s industry, (2) to make recommendations regarding the design of the compensation program, (3) to assist with the review of compensation practices and an assessment of the effectiveness of these practices, and (4) to identify and evaluate compensation elements or situations that may raise material risks. The compensation consultant is retained by and reports directly to the Compensation Committee and regularly attends and participates in Compensation Committee meetings. Several independent compensation consultants provided advice and counsel to the Compensation Committee and the legacy companies’ compensation committees in 2024 and with respect to 2024 pre- and post-Merger executive compensation.

  80. Role of the Compensation Consultant

    | • | Legacy Cedar Fair Executives: Semler Brossy was legacy Cedar Fair’s independent compensation consultant prior to the Merger and advised on its initial 2024 compensation design through the date of the Merger. Semler Brossy prepared updated benchmarking studies to assess the competitiveness of legacy Cedar Fair executive compensation levels in August 2023 (for legacy Cedar Fair executives other than its CEO) and in February 2024 (for its CEO), which provided context for and was one of the factors considered in legacy Cedar Fair compensation decisions for 2024. Semler Brossy provided updated benchmarking information as to CEO and CFO compensation relative to legacy Cedar Fair’s pre-Merger peer group and relative to a preliminary expanded group of companies to legacy Cedar Fair’s compensation committee in May 2024 as a reference in connection with pre-Merger discussions of potential post-Merger compensation arrangements. Semler Brossy also provided guidance to the CEO regarding potential compensation levels for other executives post-Merger. |

  81. Role of the Compensation Consultant

    | • | Legacy Six Flags Executives: FW Cook served as legacy Six Flags’ independent compensation consultant prior to the Merger and advised on its initial 2024 compensation design through the date of the Merger. FW Cook assisted the legacy Six Flags compensation committee with a competitive market review in November 2023 for legacy Six Flags NEOs, to assess legacy Six Flags’ overall executive compensation approach compared to its peers, which provided context for and was one of the factors considered in legacy Six Flags compensation decisions for 2024. |

  82. Role of the Compensation Consultant

    | • | Additional Merger-Related Support: The Compensation Committee and legacy Cedar Fair’s compensation committee also consulted with independent compensation consultant Pearl Meyer on |

  83. Role of the Compensation Consultant

    | | Six Flags Entertainment Corporation | 2025 Proxy Statement / 31 |

  84. Role of the Compensation Consultant

    | certain Merger-related compensation matters during 2024. Pearl Meyer’s work included conducting interviews with select members of the legacy Cedar Fair compensation committee and management to inform the post-Merger compensation plan design. Pearl Meyer also conducted a pre-Merger preliminary peer group review and assessment that was presented to the legacy Cedar Fair compensation committee. Pearl Meyer prepared benchmarking studies for certain of our executives, including Messrs. Zimmerman, Witherow, Fisher and Nurse, to assess the competitiveness of our post-Merger executive compensation levels in early July of 2024. These studies covered all elements of target total direct compensation, including levels of base salary, target total cash compensation (i.e., base salary plus target cash incentive award) and target long-term incentive compensation. The Pearl Meyer studies evaluated proxy data from a preliminary peer group of companies (consistent with the group of companies listed under “Post-Merger Peer Group – Combined Company” below). The Pearl Meyer study also evaluated Equilar Top 25 Executive Compensation Survey data for Messrs. Fisher and Nurse. This market analysis provided context for and was one factor considered in, our compensation decisions for post-Merger compensation and awards in 2024 and 2025. |

  85. Role of the Compensation Consultant

    | • | Post-Merger: The Compensation Committee retained FW Cook as its post-Merger independent compensation consultant in August 2024. FW Cook provides market data and research as well as insights on executive and director compensation practices and trends, and provides advice and counsel to the Compensation Committee and management throughout the year. FW Cook assisted with an assessment of the Company’s overall compensation approach following the Merger, including making recommendations regarding our 2025 compensation program awards and structure. |

  86. Role of the Compensation Consultant

    FW Cook, Semler Brossy and Pearl Meyer did not perform any other material services for the Company, legacy Cedar Fair or legacy Six Flags, or for management, during the year other than to provide advice and counsel to the respective compensation committees in accordance with the compensation committees’ instructions. The Compensation Committee may rotate or select other compensation consultants to provide information or advice on compensation programs from time-to-time.

  87. Compensation Consultant Conflicts Assessment

    Compensation Consultant Conflicts Assessment The Compensation Committee annually assesses the independence of its compensation consultant(s) in accordance with the Securities and Exchange Commission rules. The Company (or the legacy company, as applicable) concluded that each of FW Cook’s, Semler Brossy’s and Pearl Meyer’s work is independent and does not present any conflicts of interest. The Committee took certain factors, which it believes may affect the independence of a compensation consultant, into consideration when selecting the compensation consultants in accordance with applicable SEC rules. In particular, the Committee considered: (1) whether any other services had been or were being provided by the compensation consultant to the Company, (2) the amount of fees paid by the Company to the compensation consultant as a percent of the consultant’s total revenues, (3) the compensation consultant’s policies and procedures designed to prevent conflicts, a copy of which was provided to the Compensation Committee, (4) the compensation consultant’s ownership of Company shares of common stock, and (5) any business or personal relationships between the compensation consultants and any Committee members or the Company’s executive officers. Following the consideration of these factors, the legacy compensation committees and the Company’s Compensation Committee determined that the compensation consultants were independent at the time they were advising the committees.

  88. Company Peer Group and Peer Group Review

    Company Peer Group and Peer Group Review Company Peer Group Compensation information from our peer group and broader industry compensation surveys are reference points that the Compensation Committee considers in the executive compensation decision making process. The Compensation Committee conducted a thorough review with the assistance of FW Cook in August 2024 and approved the below combined Company peer group for future market studies. Given the limited direct industry peers of similar size and business operations, our approach is to create a peer group that looks to a broader market basket of companies from related industries and with similar characteristics that, in total, reflects what we believe to be as comparable a group as possible.

  89. Company Peer Group and Peer Group Review

    | 32 / 2025 Proxy Statement | Six Flags Entertainment Corporation | |

  90. Company Peer Group and Peer Group Review

    In establishing our compensation peer group, we focused on U.S. publicly traded companies in the leisure, entertainment, restaurant, casino and hospitality industries, with the Company positioned at the peer group 43rd and 45th percentiles for revenue and enterprise value, respectively. We considered business characteristics, such as demographics, talent, financials, and operations. We also considered peer group overlaps, such as the companies that the legacy companies considered to be peers, other companies that considered the legacy companies to be peers, peers of peers and proxy advisory firm peer groups. The Compensation Committee concluded that the following fifteen (15) companies meet its peer group goals:

  91. Company Peer Group and Peer Group Review

    | Post-Merger Peer Group – Combined Company | | | | Boyd Gaming Corporation | Hilton Grand Vacations Inc. | Topgolf Callaway | | Cinemark | Marriott Vacations | Travel & Leisure | | Cheesecake Factory | Norwegian Cruise Line | United Parks & Resorts | | Cracker Barrel Old Country Store, Inc. | PENN Entertainment | Vail Resorts | | Dave & Buster’s Entertainment, Inc. | Texas Roadhouse | Wyndham Hotels & Resorts, Inc. |

  92. Company Peer Group and Peer Group Review

    This same peer group was used by Pearl Meyer for the executive compensation benchmarking study conducted in July of 2024, which was used by the Compensation Committee in setting post-Merger 2024 compensation and 2025 target compensation levels.

  93. Pre-Merger Peer Groups and Peer Group Review

    Pre-Merger Peer Groups and Peer Group Review Pre-Merger Legacy Cedar Fair Peer Group In establishing and updating legacy Cedar Fair’s pre-Merger 2024 compensation peer group, legacy Cedar Fair focused on U.S. publicly traded companies in family-oriented leisure, recreation, and entertainment, with similar business models and markets and with annual revenues between approximately 0.4 to 2.5 times its revenues. It also reviewed and referenced growth profiles and yields, market capitalization, and employee counts. Legacy Cedar Fair evaluated certain qualitative factors including seasonality, entertainment focus, ownership profile, multiple sources of revenues, and meaningful capital investment. The goal was for peer group companies to meet the majority of these qualitative and quantitative criteria. Following a review of the peer group in consultation with Semler Brossy in October 2023, legacy Cedar Fair updated its executive compensation peer group to remove two companies from the peer group: Party City Holdco Inc. (due to bankruptcy) and Churchill Downs Incorporated (based on qualitative considerations) and also added two new companies to the peer group: Hilton Grand Vacations (to add an additional company in the hotels, resorts and cruise lines industry); and Topgolf Callaway (to add a company with retail/merchandise focus in addition to leisure facilities). The legacy Cedar Fair compensation committee concluded that the following updated peer group met its goals as of the October 2023 update:

  94. Pre-Merger Peer Groups and Peer Group Review

    | Pre-Merger Peer Group – Legacy Cedar Fair | | | | Bally’s Corporation | Golden Entertainment, Inc. | The Marcus Corporation | | BJ’s Restaurants, Inc. | Hilton Grand Vacations Inc. | Topgolf Callaway Brands Corp. | | Boyd Gaming Corporation | Pebblebrook Hotel Trust | Travel & Leisure | | Choice Hotels International, Inc. | Playa Hotels & Resorts N.V. | Vail Resorts, Inc. | | Cinemark Holdings, Inc. | SeaWorld Entertainment, Inc. | Wyndham Hotels & Resorts, Inc. | | Dave & Buster’s Entertainment, Inc. | Six Flags Entertainment Corporation | | | Cracker Barrel Old Country Store, Inc. | The Cheesecake Factory Incorporated | |

  95. Pre-Merger Peer Groups and Peer Group Review

    | | Six Flags Entertainment Corporation | 2025 Proxy Statement / 33 |

  96. Pre-Merger Peer Groups and Peer Group Review

    This peer group was used by Semler Brossy for the legacy Cedar Fair CEO compensation benchmarking conducted in February 2024. The peer group in effect prior to the October 2023 changes was used by Semler Brossy for its benchmarking study for legacy Cedar Fair executives other than its CEO in August 2023. The benchmarking provided context for and was one of the factors considered in legacy Cedar Fair’s compensation decisions for 2024. Decisions based on this peer group concluded at the Merger because new compensation packages were put in place for post-Merger compensation and a new peer group was established for the combined Company. Pre-Merger Legacy Six Flags Peer Group In establishing and updating legacy Six Flags’ pre-Merger 2024 compensation peer group, legacy Six Flags focused on U.S. publicly traded companies with primary business activities centered around entertainment, leisure, hospitality, and gaming. Legacy Six Flags historically assessed its executive compensation relative to its peers, but did not historically set executive compensation levels with reference to any particular percentile of the peer group and did not seek to match any particular element or mix of elements to that of the peer group. For 2024, the legacy Six Flags compensation committee, with the assistance of FW Cook, determined that World Wrestling Entertainment, Inc. should be removed as a peer company due to its acquisition by Endeavor Group, and replaced with Planet Fitness, Inc., which was more closely aligned with the legacy company’s peer group criteria, contributed to the desired level of balance in terms of revenue, market capitalization and EBITDA, and reflected the types of companies with whom the legacy company competed for talent.

  97. Pre-Merger Peer Groups and Peer Group Review

    | Pre-Merger Peer Group – Legacy Six Flags | | | | Boyd Gaming Corporation | Golden Entertainment, Inc. | Texas Roadhouse, Inc. | | Cedar Fair, L.P. | Hilton Grand Vacations Inc. | Topgolf Callaway Brands Corp. | | Choice Hotels International, Inc. | Jack in the Box, Inc. | Vail Resorts, Inc. | | Churchill Downs Incorporated | Marriott Vacations Worldwide Corporation | Wendy’s Corporation | | Cinemark Holdings, Inc. | Planet Fitness, Inc. | Wyndham Hotels & Resorts, Inc. | | Dave & Buster’s Entertainment, Inc. | SeaWorld Entertainment, Inc. | |

  98. Pre-Merger Peer Groups and Peer Group Review

    In order to examine the competitiveness and appropriateness of the legacy Six Flags’ overall compensation program, the legacy company reviewed the total direct compensation of the legacy Six Flags NEOs (consisting of base salary, target annual incentive, and target long-term equity, excluding benefits and perquisites) in November 2023, in comparison to its pre-Merger peer group companies. The legacy Six Flags compensation committee believed the analysis confirmed that the executive compensation program was appropriately designed to achieve the legacy company’s general objectives and was aligned with the companies in the peer group. Decisions based on this peer group concluded at the Merger because new compensation packages were put in place for post-Merger compensation and a new peer group was established for the combined Company.

  99. Market Analysis

    Legacy Cedar Fair similarly used compensation consultant-provided market-based compensation information as one data point in making executive compensation decisions. Legacy Cedar Fair’s general objective was to provide base salaries within a competitive range at or near the 50th percentile of its survey data and peer group (where available for certain positions) and to provide total direct compensation opportunities that were between the 50th and 75th percentiles of its peer group and aligned with comparable survey data, subject to other individual considerations. Legacy Cedar Fair’s compensation committee believed the Semler Brossy analysis in August 2023 and February 2024 confirmed that its executive compensation program was consistent with its overall compensation philosophy and appropriately designed to achieve its targeted range of objectives. The post-Merger executive compensation program is more heavily weighted to performance-based compensation, and our general objective for the legacy Cedar Fair NEOs is to provide total direct compensation opportunities that are between the median and 75th percentiles of our peer group (with certain exceptions) and aligned with comparable survey data, subject to other individual considerations. Pearl Meyer prepared updated benchmarking studies to assess the competitiveness of our executive compensation levels for certain executives, including Messrs. Zimmerman, Witherow, Fisher and Nurse, in early July of 2024. This information provided context for and was one of the factors considered in our post-Merger compensation decisions. The Compensation Committee believes the Pearl Meyer analysis confirmed that the post-Merger 2024 compensation and 2025 target compensation levels are consistent with the overall compensation philosophy and appropriately designed to achieve its targeted range of objectives.

  100. Roles of the Board of Directors, the Compensation Committee and Our Chief Executive Officer

    | COMPENSATION PERFORMANCE MEASURES |

  101. Roles of the Board of Directors, the Compensation Committee and Our Chief Executive Officer

    Our post-Merger incentive compensation awards are designed around the achievement of consolidated operating results of the Company (with key performance metrics based on Adjusted EBITDA and unlevered pre-tax free cash flow). The Compensation Committee has the flexibility and discretion to use other metrics. The performance goals for our outstanding incentive awards are non-GAAP financial measures. Adjusted EBITDA was used in 2024 cash incentive awards and in our initial post-Merger performance stock unit awards. Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in our credit agreement, minus net income attributable to non-controlling interests. Adjusted EBITDA is a key performance measure because it closely tracks core operating performance across park operating units and is widely used by analysts, investors, direct industry peers, and other comparable companies to evaluate operating performance. It also is a familiar metric to our executives. We used three-year cumulative unlevered pre-tax free cash flow performance metrics for our 2025 performance stock unit awards. Un-levered pre-tax free cash flow for each calendar year in the three-year performance period for these awards will be computed in U.S. dollars as consolidated Adjusted EBITDA for such calendar year less net cash used for investing activities (before any business acquisitions) for such calendar year, as recorded in the consolidated financial statements examined by the company’s independent accountants. Legacy Cedar Fair’s first half 2024 cash incentive awards (and certain pre-Merger legacy Cedar Fair equity awards) were computed using functional currency Adjusted EBITDA, which differs from the Adjusted EBITDA amounts we report in our earnings releases and financial reports because functional currency Adjusted EBITDA is calculated using the functional currency of the country where the income or loss was earned (i.e., the Canadian dollar for our Canadian operations). This eliminates unpredictable and artificial increases or decreases based solely on currency fluctuations. The targeted and actual performance calculations for legacy Cedar Fair’s first half 2024 cash incentive awards were based on earnings before incentive-based compensation expenses, which we compute by adding back the cash costs of our performance-based compensation programs to the functional currency Adjusted EBITDA amounts. The targeted and actual performance calculations for our second half 2024 cash incentive awards were based on U.S. dollar Adjusted EBITDA amounts. Pre-Merger legacy Cedar Fair performance-based equity awards were converted into corresponding time-based restricted stock unit awards denominated in shares of the Company’s common stock at the closing of the Merger. Accordingly, performance goals no longer apply to those awards. Prior to the Merger, legacy Cedar Fair’s 2021 performance unit awards were subject to the level of achievement of functional currency Adjusted EBITDA, un-levered pre-tax free cash flow, and net leverage ratio goals. Its 2022 and 2023 performance unit awards were subject to the level of achievement of cumulative un-levered pre-tax free cash flow; and its 2024 performance unit awards were subject to the level of achievement of cumulative Adjusted EBITDA and un-levered pre-tax free cash flow goals. Legacy Cedar Fair computed un-levered pre-tax free cash flow for each calendar year in U.S. dollars as consolidated Adjusted EBITDA for such calendar year less net cash used for investing activities (before any business acquisitions) for such calendar year, as recorded in the consolidated financial statements examined by the company’s independent accountants. Legacy Cedar Fair computed the net leverage ratio in U.S. dollars as the ratio of (a) Net Debt (defined as Consolidated Total Debt per the legacy company’s credit agreement less cash and cash equivalents as recorded in the consolidated financial statements), to (b) consolidated Adjusted EBITDA for the period of four (4) consecutive fiscal quarters most recently ended on or prior to such date. Pre-Merger legacy Six Flags’ 2021 and 2022 performance stock unit awards were subject to the level of achievement of Adjusted EBITDA (in addition to employee and guest satisfaction and ESG achievement metrics). The pre-Merger legacy Six Flags’ performance goals no longer apply following the Merger. A portion of the legacy Six Flags performance stock unit awards held by Mr. Bassoul and Mr. Mick immediately prior to closing was converted into fully vested shares of Company common stock at the closing. The remaining portion of those awards was forfeited at closing and replaced with initial post-Merger performance stock unit grants tied to combined Company post-close Adjusted EBITDA goals in accordance with the terms of the legacy Six Flags NEOs’ employment agreements and with what the legacy companies had agreed in connection with the Merger.

  102. Overview

    | Compensation Element | Principal Objective & Select Highlights | | Base Salary | Fixed compensation element intended to reward senior leadership skills, experience, and core competencies. | | Annual Cash Incentive Awards (1) | Variable compensation element intended to reward contributions to short-term business objectives and achievement of strategic or individual goals. • First Half 2024 Cash Incentive Awards: ○ Legacy Cedar Fair – A prorated portion (50%) of the target legacy Cedar Fair 2024 cash incentive awards was paid out for the first half of 2024. This prorated portion was paid out following the Merger and the remaining portion of the award was canceled. ○ Legacy Six Flags – A prorated portion (50%) of the target legacy Six Flags 2024 cash incentive awards was paid out for the first half of 2024. This prorated portion was paid out following the Merger and the remaining portion of the award was canceled. • Post-Merger Second Half 2024 Cash Incentive Awards: We established cash incentive awards based on combined Company goals for the second half of 2024 in order to drive operating performance at the same time as integration was getting underway. Payouts of the second half cash incentive awards to the named executive officers other than Mr. Bassoul were at 54.9% of target, and Mr. Bassoul’s award paid out at 85.6% of his target based on his employment contract terms and the arrangements agreed by the legacy companies in connection with the Merger. | | Long-Term Incentive Compensation (2) | Variable compensation element intended to reward contributions to long-term success, drive achievement of our mission and key strategic objectives, and align our named executive officer’s interests with those of our stockholders. • Pre-Merger: Pursuant to the Merger Agreement, legacy Cedar Fair made its typical annual equity grants prior to the Merger closing in 2024. The legacy Cedar Fair NEOs’ 2024 regular equity awards were weighted 70% performance awards and 30% time-based units consistent with recent historical mix. These awards were converted into time-based awards denominated in Company common stock at the Merger closing. Legacy Six Flags did not grant long-term incentive awards in 2024 to the legacy Six Flags NEOs. • At Closing: Legacy Cedar Fair equity awards that were outstanding at the time of the Merger were converted into corresponding time-based Company restricted stock unit awards or Company restricted stock at the Merger closing, subject to post-closing service-based vesting conditions. The legacy Six Flags NEOs’ equity awards that were outstanding at the time of the Merger were either converted into corresponding shares of the Company’s common stock or forfeited at Closing and replaced with initial post-Merger performance stock unit grants. |

  103. Overview

    | | • Post-Merger: We made initial post-merger performance stock unit awards designed to incentivize our executive team through a period where there otherwise would have been no long-term, performance-based compensation program in place. The award targets were set using Adjusted EBITDA as the measure and covered the period of 12-30 months post-closing. | | Merger Completion Awards | The legacy Cedar Fair merger completion awards were earned upon the closing of the Merger. The awards to Messrs. Zimmerman, Witherow, Fisher and Nurse were equity-based and were converted into corresponding awards denominated in shares of the Company’s common stock, based on the legacy Cedar Fair exchange ratio under the merger agreement. Mr. White’s merger completion award was paid in cash in connection with the closing of the Merger. For Messrs. Zimmerman, Witherow, Fisher and Nurse, 50% of the equity was payable 12 months after the grant date, and the other 50% of the equity is payable on June 4, 2025, subject to the continuous employment requirements of the awards. 50% of Mr. Bassoul’s merger completion award was paid in cash upon the closing of the Merger and the other 50% was paid in legacy Six Flags restricted stock, which vested and converted into the shares of Company common stock at the time of the Merger based on the applicable exchange ratio in the Merger Agreement. As the performance conditions for merger completion awards have been met, such merger-related compensation is concluded other than equity that is subject to time-based vesting conditions. | | Retirement, Health, Life and Disability Benefits and Executive Perquisites | Legacy Cedar Fair and legacy Six Flags NEOs participate in legacy company 401(k) plans, which were available to all eligible applicable legacy company employees who met the age and service requirements and which were assumed in the Merger. The named executive officers participated in other employee benefit plans available to all eligible employees, including health, life and disability plans. Certain named executive officers receive limited perquisites that we consider to be reasonable and to enhance the competitiveness of compensation packages. | | Change in Control and Termination Protection | Provide protection if the executive’s employment terminates for a qualifying event or circumstances or in the event of a change in control. |

  104. Overview

    | (1) We may from time-to-time award discretionary bonuses to our named executive officers separate from our annual cash incentive program. |

  105. Overview

    | (2) We may make other types of long-term cash or stock-based incentive awards to our executives. See, for example, the Merger Completion Awards discussed in this table and in the Merger Completion Awards section below. |

  106. Cash Incentive Awards

    Cash Incentive Awards Annual cash incentive awards provide an element of compensation that is contingent on, and motivates the achievement of, annual performance objectives. The performance objectives may vary and be weighted differently for each position and may use multiple measures of performance, including individual, business unit, management unit and Company performance goals. First Half 2024 Cash Incentive Awards – Legacy Cedar Fair Legacy Cedar Fair set performance objectives and percentage of base salary that could be earned as a cash incentive for fiscal year 2024 in March 2024. The legacy Cedar Fair 2024 cash incentive awards were based on legacy Cedar Fair functional currency Adjusted EBITDA before incentive-based compensation expenses financial goals. Adjusted EBITDA was a key metric for legacy Cedar Fair as it was well understood by its investor community and internal participants. The 2024 target awards for the legacy Cedar Fair NEOs (as a percentage of 2024 base salary and in dollars) were as follows. The target award amounts were set to reflect a full year award opportunity (subject to proration based on timing of the Merger completion):

  107. Cash Incentive Awards

    | Target 2024 Cash Incentive Awards – Legacy Cedar Fair | | | | Named Executive Officer | Target Award as a Percentage of 2024 Pre- Merger Annual Salary | Target Award in Dollars (full year, before proration for Merger close timing) | | Zimmerman | 150% | $1,500,000 | | Witherow | 100% | $607,100 | | Fisher | 125% | $851,625 | | Nurse | 100% | $500,000 | | White | 80% | $336,000 |

  108. Cash Incentive Awards

    | | Six Flags Entertainment Corporation | 2025 Proxy Statement / 39 |

  109. Cash Incentive Awards

    A pro-rata portion of the 2024 cash incentive awards was paid to the legacy Cedar Fair NEOs based on target performance (which was the greater of actual and target performance as provided in the Merger Agreement) following the closing of the Merger. The remaining portion of the legacy Cedar Fair cash incentive awards was canceled. Final first half 2024 cash incentive payouts for the legacy Cedar Fair NEOs were as follows:

  110. Cash Incentive Awards

    | Final Payouts – Pre-Merger First Half 2024 Cash Incentive Awards – Legacy Cedar Fair | | | | Named Executive Officer | First Half Cash Incentive Payout (Prorated)* | First Half Cash Incentive Payout as a Percentage of 2024 Pre-Merger Annual Salary | | Zimmerman | $750,000 | 75% | | Witherow | $303,550 | 50% | | Fisher | $425,813 | 63% | | Nurse | $250,000 | 50% | | White | $168,000 | 40% |

  111. Cash Incentive Awards

    | * 50% of the full year target award (i.e., prorated for the six months of performance prior to the Merger closing). |

  112. Cash Incentive Awards

    Potential payouts for the legacy Cedar Fair annual cash incentive awards were based on specified threshold, target and maximum levels of performance and were interpolated for performance between those levels. The following scale applied to calculating the legacy Cedar Fair 2024 annual cash incentive award payouts (with amounts interpolated between the various levels):

  113. Cash Incentive Awards

    | Level of Performance as a Percentage of legacy Cedar Fair Financial Target Achieved | Payout as a Percentage of Target Award (legacy Cedar Fair-based portion) | | < 91% of target | No Payout | | = 91% of target | 25% | | = 93% of target | 50% | | = 100% of target | 100% | | ≥ 105% of target | 200% |

  114. Cash Incentive Awards

    The target functional currency Adjusted EBITDA before incentive compensation expense for the first six months of 2024 was $124.0 million. For January 1, 2024 through June 30, 2024, legacy Cedar Fair achieved functional currency Adjusted EBITDA before incentive compensation expense of $122.0 million, which represented approximately 98% of the target. See Compensation Discussion and Analysis – Compensation Performance Measures for an explanation of how we compute this measure. Legacy Cedar Fair approved paying out a prorated portion of its 2024 cash incentive awards at the greater of actual and target performance, consistent with the merger agreement terms. Accordingly, with performance for the first six months of 2024 2% below the target level, payouts were at 50% of the full year target award amounts. First Half 2024 Cash Incentive Awards – Legacy Six Flags Legacy Six Flags set performance objectives and percentage of base salary that could be earned as a cash incentive for fiscal year 2024 in February 2024. The legacy Six Flags 2024 cash incentive awards were based on legacy Six Flags Adjusted EBITDA financial goals. Adjusted EBITDA was the key metric for legacy Six Flags as it was well understood by its investor community and internal participants.

  115. Cash Incentive Awards

    | 40 / 2025 Proxy Statement | Six Flags Entertainment Corporation | |

  116. Cash Incentive Awards

    The 2024 target awards for the legacy Six Flags NEOs, as a percentage of 2024 base salary and in dollars, were as follows. The target award amounts were set to reflect a full year award opportunity (subject to proration in connection with the Merger completion):

  117. Cash Incentive Awards

    | Target 2024 Cash Incentive Awards – Legacy Six Flags | | | | Named Executive Officer | Target Award as a Percentage of 2024 Pre-Merger Annual Salary | Target Award in Dollars (full year, before proration for Merger close timing) | | Bassoul | 150% | $2,325,000 | | Mick | 120% | $643,200 |

  118. Cash Incentive Awards

    A pro-rata portion of the 2024 cash incentive awards was paid to the legacy Six Flags NEOs at target, which was the greater of actual and target performance at the closing of the Merger. The remaining portion of the legacy Six Flags cash incentive awards was canceled. Final first half 2024 cash incentive payouts for the legacy Six Flags NEOs were as follows:

  119. Cash Incentive Awards

    | Final Payouts – Pre-Merger First Half 2024 Cash Incentive Awards – Legacy Six Flags | | | | Named Executive Officer | First Half Cash Incentive Payout (Prorated)* | First Half Cash Incentive Payout as a Percentage of 2024 Pre-Merger Annual Salary | | Bassoul | $1,162,500 | 75% | | Mick | $321,600 | 60% |

  120. Cash Incentive Awards

    | * 50% of the full year target award (i.e., prorated for the six months of performance prior to the Merger closing). |

  121. Cash Incentive Awards

    Potential payouts for the legacy Six Flags annual cash incentive awards were based on specified threshold, target and maximum levels of performance and were interpolated for performance between those levels. The following scale applied to calculating the legacy Six Flags 2024 annual cash incentive award payouts (with amounts interpolated between the various levels):

  122. Cash Incentive Awards

    | Level of Performance as a Percentage of legacy Six Flags Financial Target Achieved | Payout as a Percentage of Target Award (legacy Six Flags-based portion) | | < 94% of target | No Payout | | = 94% of target | 50% | | = 100% of target | 100% | | ≥ 114% of target | 200% |

  123. Cash Incentive Awards

    The legacy Six Flags target Adjusted EBITDA for the first six months of 2024 was $117.1 million. For January 1, 2024 through June 30, 2024, legacy Six Flags achieved Adjusted EBITDA of $111.1 million, which represented approximately 95% of the target. See Compensation Discussion and Analysis – Compensation Performance Measures for an explanation of how Adjusted EBITDA is computed. Legacy Six Flags approved paying out a prorated portion of its 2024 cash incentive awards at the greater of actual and target performance, consistent with the merger agreement terms. Accordingly, with performance for the first six months of 2024 below the target level by 5%, payouts were at 50% of the full year target award amounts. Post-Merger Second Half 2024 Cash Incentive Awards Following the closing of the Merger and the cancellation of the remaining unpaid portions of the legacy companies’ annual cash incentive awards, we established combined Company goals for the second half of 2024 and approved target second half cash incentive awards based on Adjusted EBITDA goals, to incentivize the management team to drive Company performance in the first six months following the closing.

  124. Cash Incentive Awards

    | | Six Flags Entertainment Corporation | 2025 Proxy Statement / 41 |

  125. Cash Incentive Awards

    The target cash incentive award opportunities for the second half of 2024 for the named executive officers (as a percentage of post-Merger 2024 base salary and in dollars) were as follows:

  126. Cash Incentive Awards

    | Target Post-Merger Second Half 2024 Cash Incentive Awards | | | | Named Executive Officer | Target Award as a Percentage of 2024 Post-Merger Annual Salary* | Target Second Half Award in Dollars | | Zimmerman | 75% | $825,000 | | Bassoul | 75% | $1,162,500 | | Witherow | 50% | $335,000 | | Fisher | 63% | $468,750 | | Nurse | 50% | $300,000 | | White | 40% | $184,000 | | Mick | 60% | $321,600 |

  127. Cash Incentive Awards

    | * Reflects 50% of the named executive officer’s target annual cash incentive award under the employment agreement terms. |

  128. Cash Incentive Awards

    Final cash incentive award payouts for the second half of 2024 for the named executive officers were as follows:

  129. Cash Incentive Awards

    | Final Payouts – Post-Merger Second Half 2024 Cash Incentive Awards | | | | | Named Executive Officer | Second Half Cash Incentive Payout | Second Half Cash Incentive Payout as a Percentage of Target | Second Half Cash Incentive Payout as a Percentage of 2024 Post-Merger Annual Salary | | Zimmerman | $452,925 | 54.9% | 41% | | Bassoul | $995,100 | 85.6% | 64% | | Witherow | $183,915 | 54.9% | 27% | | Fisher | $257,344 | 54.9% | 34% | | Nurse | $164,700 | 54.9% | 27% | | White | $101,016 | 54.9% | 22% | | Mick | $176,558 | 54.9% | 33% |

  130. Cash Incentive Awards

    Payouts for the post-Merger cash incentive awards for the second half of 2024 were based on specified threshold, target and maximum levels of combined Company performance and were interpolated for performance between those levels. Payouts for the post-Merger cash incentive awards for the second half of 2024 were calculated at the following scale (with amounts interpolated between the various levels) for all the NEOs, except Mr. Bassoul (whose scale was in accordance with the terms of his employment agreement):

  131. Cash Incentive Awards

    | Level of Performance as a Percentage of Company Financial Target Achieved | Payout as a Percentage of Target Award (Company-based portion) | | < 91% of target | No Payout | | = 91% of target | 25% | | = 100% of target | 100% | | ≥ 105% of target | 200% |

  132. Cash Incentive Awards

    | 42 / 2025 Proxy Statement | Six Flags Entertainment Corporation | |

  133. Cash Incentive Awards

    Mr. Bassoul’s post-Merger cash incentive award for the second half of 2024 was calculated at the following scale (with amounts interpolated between the various levels):

  134. Cash Incentive Awards

    | Level of Performance as a Percentage of Company Financial Target Achieved | Payout as a Percentage of Base Salary (Company-based portion) | | < 75% of target | No Payout | | = 75% of target | 50% | | = 100% of target | 100% | | ≥ 150% of target | 300% |

  135. Cash Incentive Awards

    The target Adjusted EBITDA for the second half of 2024 was $811 million. The Company achieved Adjusted EBITDA of $767 million, which represented approximately 95% of the target. See Compensation Discussion and Analysis – Compensation Performance Measures for an explanation of how we compute this measure. Based on this level of performance achievement and the applicable payout scale, the payouts of the second half of 2024 cash incentive awards were at 54.9% of their respective targets for the named executive officers other than Mr. Bassoul, and Mr. Bassoul’s payout was at 85.6% of the target award.

  136. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We provide long-term incentive compensation awards to senior management. We give a greater weighting to long-term awards than to short-term compensation opportunities in our overall compensation program. We use these types of awards because we believe they give key employees a proprietary and vested interest in our growth and performance, and they directly align key employees’ interests with those of our stockholders. We also believe that the vesting schedule for these awards aids us in retaining executives and motivates superior performance over the long term. Our 2024 Omnibus Incentive Plan allows us to grant stock options, stock appreciation rights, restricted stock awards, restricted stock units (including performance units), other awards and dividend equivalent rights. The sections below summarize equity awards granted by legacy Cedar Fair in 2024 prior to the closing of the Merger, as well as grants of initial post-Merger performance stock unit awards to the named executive officers. Legacy Six Flags did not make long-term incentive grants to the legacy Six Flags NEOs prior to the Merger for the first half of 2024. We do not grant option awards and, therefore, the Company does not have a policy on the timing of awarding options in relation to the disclosure of material nonpublic information. Pre-Merger Legacy Cedar Fair 2024 Long-Term Incentive Compensation Awards Legacy Cedar Fair made its typical long-term equity grants in March 2024 while the Merger was pending and as permitted under the merger agreement. The legacy Cedar Fair NEOs’ 2024 equity awards continued to follow the legacy company’s general approach of using a mix of performance unit awards and time-based restricted unit awards. Legacy Cedar Fair NEOs’ pre-Merger 2024 equity grants were weighted at 70% performance awards and 30% time-based units. The restricted units (which converted into Company restricted stock awards at the time of the Merger) vest in equal increments over a three-year period consistent with prior year awards. Legacy Cedar Fair set two three-year cumulative goals for the 2024-2026 performance unit awards: Un-levered Pre-Tax Free Cash Flow (weighted at 60%) and Adjusted EBITDA (weighted at 40%). These goals were viewed to be effective to align those awards with goals of strengthening the balance sheet and executing a dimensionalized and balanced capital allocation strategy. The 2024-2026 performance unit awards were converted into corresponding time-based Company restricted stock unit awards at the Merger closing.

  137. Long-Term Incentive Compensation

    | | Six Flags Entertainment Corporation | 2025 Proxy Statement / 43 |

  138. Long-Term Incentive Compensation

    Following are the legacy Cedar Fair NEOs’ March 2024 targeted long-term incentive awards, which were determined as a target dollar value at grant, along with the percentage of base salary that those target dollar values reflect:

  139. Long-Term Incentive Compensation

    | Total Target Values – Pre-Merger Legacy Cedar Fair 2024 Long-Term Incentive Awards | | | | Named Executive Officer | LTI Award at Grant in Dollars | LTI Award as a Percentage of 2024 Pre- Merger Annual Base Salary | | Zimmerman | $4,999,996 | 500 % | | Witherow | $1,450,040 | 239% | | Fisher | $1,660,003 | 244% | | Nurse | $1,000,008 | 200% | | White | $840,016 | 200% |

  140. Long-Term Incentive Compensation

    In setting long-term incentive award levels for 2024, the legacy Cedar Fair compensation committee focused primarily on the dollar value of the awards, including the relation to total targeted direct compensation and in the context of its most recently refreshed peer group analysis and market comparability study. Once grant date target award values were established, they were allocated to performance unit awards (at target) (70%) and restricted unit awards (30%) and converted to a number of units based on the unit price on the day before the grant date. Legacy Cedar Fair 2024-2026 Performance Unit Awards The pre-Merger numbers of potential performance units that could have been earned (1) for achieving targeted performance, and (2) for maximum performance under the performance unit awards granted to the Legacy Cedar Fair NEOs in March 2024 were as follows:

  141. Long-Term Incentive Compensation

    | Named Executive Officer | 2024-2026 Performance Unit Awards (Target) (pre-Merger units) | 2024-2026 Performance Unit Awards (Maximum) (pre-Merger units) | | Zimmerman | 84,398 | 105,498 | | Witherow | 24,476 | 30,595 | | Fisher | 28,020 | 35,025 | | Nurse | 16,880 | 21,100 | | White | 14,179 | 17,724 |

  142. Long-Term Incentive Compensation

    The potential payouts were tied to the level of achievement of three-year cumulative Un-Levered Pre-Tax Free Cash Flow (weighted at 60%) and Adjusted EBITDA (weighted at 40%), and no awards would be paid if the threshold level of performance was not achieved, under the initial terms of the awards. See Compensation Discussion and Analysis – Compensation Performance Measures for a discussion of how these goals are defined and measured. Payouts of these awards would have been based on the following scale (with amounts interpolated between the various levels):

  143. Long-Term Incentive Compensation

    | Level of Performance as a Percentage of Financial Targets Achieved | Payout as a Percentage of Target Number of Units | | < 93% of target | No Payout | | = 93% of target | 50% | | = 100% of target | 100% | | ≥ 101% of target | 125% |

  144. Long-Term Incentive Compensation

    | 44 / 2025 Proxy Statement | Six Flags Entertainment Corporation | |

  145. Long-Term Incentive Compensation

    These awards accrued distribution equivalents in cash up and until the Merger, and accrue dividend equivalents in cash when the Company makes dividend payments to its stockholders, which will be paid out along with the original awards. Any payouts would be after the end of the performance period only in shares of common stock, consistent with the program’s focus on alignment with stockholder interests. The target number of performance units were converted into corresponding time-based restricted stock units denominated in shares of the Company’s common stock at the closing of the Merger based upon the legacy Cedar Fair merger exchange ratio, and no performance conditions remain post-Merger. The converted awards are subject to time-based vesting and otherwise remain outstanding and subject to the same terms and conditions as applied prior to the Merger, including vesting protections for qualifying terminations that occur within a period of 24 months following the Merger closing date. Subject to approval requirements in the merger agreement, the legacy Cedar Fair board had retained, but did not exercise, the discretion to only convert a pro rata portion of these awards. 2024 Restricted Unit Awards The time-based restricted unit awards granted to the legacy Cedar Fair NEOs in March 2024, constituted 30% of the total legacy Cedar Fair 2024 LTIP awards and were as follows:

  146. Long-Term Incentive Compensation

    | Named Executive Officer | 2024 Restricted Unit Awards (pre-Merger Units) | | Zimmerman | 36,171 | | Witherow | 10,490 | | Fisher | 12,009 | | Nurse | 7,234 | | White | 6,077 |

  147. Long-Term Incentive Compensation

    Under the merger agreement, these (and other) legacy Cedar Fair restricted units were converted into a corresponding Company restricted stock award, with the number of shares of the Company’s common stock subject to such converted award based on the Cedar Fair exchange ratio in the merger agreement. The converted legacy Cedar Fair equity awards are subject to time-based vesting and remain outstanding and subject to the same terms and conditions as applied to the corresponding legacy Cedar Fair equity award immediately prior to the applicable time, including vesting protections for qualifying terminations that occur within a period of 24 months following the Merger closing date. One-third of these time-based restricted stock awards vests each year over an approximate three-year period. The restricted periods lapse in March of 2025, 2026 and 2027, subject to the executive’s continuous employment through the applicable payment date and applicable exceptions. Restricted units are non-transferable during the restricted period. These awards will accrue dividend equivalents if and when the Company makes dividend payments to its stockholders, which will be paid out in cash upon the lapse of the restricted period. The awards are subject to continued vesting in qualifying termination situations and include exceptions for double trigger change-in-control situations. Initial Post-Merger Performance Stock Unit Awards The Compensation Committee recommended and the Board granted initial post-merger performance stock unit awards (“Initial Post-Merger Performance Stock Unit Awards”) in 2024 in order to incentivize our team to drive Adjusted EBITDA performance in the 12-30 months following the completion of the Merger.

  148. Long-Term Incentive Compensation

    | | Six Flags Entertainment Corporation | 2025 Proxy Statement / 45 |

  149. Long-Term Incentive Compensation

    The following are the Initial Post-Merger Performance Stock Unit Award values, which were determined as a target dollar value at grant:

  150. Long-Term Incentive Compensation

    | Named Executive Officer | Initial Post-Merger Performance Stock Unit Award at Grant in Dollars* | | Zimmerman | $7,387,524 | | Bassoul | $13,600,710 | | Witherow | $2,390,089 | | Fisher | $2,955,037 | | Nurse | $1,825,142 | | White | $629,984 | | Mick | $2,677,907 |

  151. Long-Term Incentive Compensation

    *Amounts shown reflect the value at grant of the target number of the Initial Post-Merger Performance Stock Unit awards. In setting long-term incentive award levels for the second half of 2024, the Compensation Committee set the target Initial Post-Merger Performance Stock Unit Award amounts at levels consistent with the post-Merger annual long-term incentive compensation values approved for the legacy Cedar Fair NEOs employment agreements. The numbers of potential shares of common stock that may be earned under the Initial Post-Merger Performance Stock Unit Awards (1) for achieving targeted performance, and (2) at maximum, were as follows:

  152. Long-Term Incentive Compensation

    | Named Executive Officer | Initial Post-Merger Performance Stock Unit Awards (Target) | Initial Post-Merger Performance Stock Unit Awards (Maximum) | | Zimmerman | 163,116 | 326,232 | | Bassoul | 261,000 | 522,000 | | Witherow | 52,773 | 105,546 | | Fisher | 65,247 | 130,494 | | Nurse | 40,299 | 80,598 | | White | 13,910 | 27,820 | | Mick | 51,390 | 102,779 |

  153. Long-Term Incentive Compensation

    Each executive will be eligible to receive between 0% and 200% of the target number of shares under the performance stock units. The performance stock units will be eligible to vest based on the attainment of specified trailing-four-quarter Adjusted EBITDA performance goals attained by the Company during the 12 to 30 months following the closing of the Merger. The performance period ends December 31, 2026, and payouts are subject to each executives’ continued employment with the Company through the determination date following the end of the performance period. Payouts of the Initial Post-Merger Performance Stock Unit Awards will be based on the following scale (with amounts interpolated between the various levels):

  154. Long-Term Incentive Compensation

    | Level of Performance as a Percentage of Financial Targets Achieved | Payout as a Percentage of Target Number of Shares | | < 94% of target | No Payout | | = 94% of target | 25% | | = 96% of target | 50% | | = 100% of target | 100% | | ≥ 108% of target | 200% |

  155. Long-Term Incentive Compensation

    | 46 / 2025 Proxy Statement | Six Flags Entertainment Corporation | |

  156. Long-Term Incentive Compensation

    These awards will not accrue dividend equivalents. If earned, the Initial Post-Merger Performance Stock Unit Awards would be paid after the end of the performance period only in shares of common stock, consistent with our program’s focus on alignment with stockholder interests, and subject to the executive remaining in continuous employment through the payment date except for certain qualifying terminations.

  157. Merger Completion Awards

    Merger Completion Awards Legacy Cedar Fair approved transaction-based awards (the “Merger Completion Awards”) to the legacy Cedar Fair NEOs to recognize their efforts in driving to a successful completion of the Merger. Messrs. Zimmerman, Witherow, Fisher and Nurse received unit-based awards, and Mr. White’s award would pay out in cash. All of the Legacy Cedar Fair NEOs’ Merger Completion Awards were subject to the Merger closing and would only be earned if the Merger closed. Upon the closing of the Merger, Messrs. Zimmerman, Witherow, Fisher and Nurse’s Merger Completion Awards were converted into corresponding awards denominated in shares of the combined company’s common stock, based on the Cedar Fair exchange ratio set forth in the merger agreement. For Messrs. Zimmerman, Witherow, Fisher and Nurse, 50% of the equity was payable 12 months after the grant date, and the other 50% of the equity is payable on June 4, 2025, subject to the continuous employment requirements of the awards. A portion of the restricted stock underlying Mr. Zimmerman’s Merger Completion Awards was granted in December 2023, and a portion was granted in February 2024. Mr. White’s merger completion award was paid in cash following the closing of the Merger. Mr. Bassoul also received a merger completion award. 50% of Mr. Bassoul’s merger completion award was paid in cash upon the closing of the Merger and the other 50% was paid in legacy Six Flags restricted stock, which vested upon the closing of the Merger and converted into the applicable number of shares of Company common stock based on exchange ratio set forth in the Merger Agreement.

  158. Prior Year Award Conversions and Performance Determinations

    Prior Year Award Conversions and Performance Determinations Legacy Cedar Fair – At the time of the Merger, pursuant to the merger agreement, the legacy Cedar Fair NEOs’ outstanding performance unit awards converted into corresponding time-based restricted stock units denominated in shares of the Company’s common stock based on the greater of target and actual performance, as assessed by the legacy company’s compensation committee and further described below. The number of shares of the Company’s common stock resulting from the conversion was based on the Cedar Fair exchange ratio in the merger agreement. The converted awards remain subject to the same terms and conditions as applied to the corresponding legacy Cedar Fair equity award immediately prior to the Merger (including service-based vesting conditions), except these awards are no longer subject to future performance-based vesting conditions.

  159. Prior Year Award Conversions and Performance Determinations

    | ○ | Legacy Cedar Fair 2021-2025 Performance Unit Awards – converted at 250% out of a possible 300%: Awards had three components: (1) Adjusted EBITDA, (2) net leverage ratio and (3) un-levered pre-tax free cash flow. The total converted award at 250% in relation to each component is further detailed below. |

  160. Prior Year Award Conversions and Performance Determinations

    | ◾ | 150% of the 250% reflected the conversion of 150% of the remaining Adjusted EBITDA component of these awards (less the 80% payout previously made for 2023 performance) to time-based awards in the Merger. Legacy Cedar Fair achieved functional currency Adjusted EBITDA of $103.0 million in the first six months of 2024. The legacy Cedar Fair compensation committee determined that legacy Cedar Fair was on pace to achieve a total Adjusted EBITDA component payout of 150% (inclusive of the 80% payout achieved in 2023). The performance goals for 2024 functional currency Adjusted EBITDA under the 2021-2025 performance units and related payout scale as a percentage of target were as follows (with amounts interpolated between levels): less than $555.21 million (no payout); $555.21 million (50% payout); $597 million (100% payout); $626.85 million (150% payout); and $638.79 million (200% payout). |

  161. Prior Year Award Conversions and Performance Determinations

    | ○ | Legacy Cedar Fair 2022-2024 Performance Unit Awards – converted at 200%: From the beginning of the applicable performance period through the closing of the Merger, legacy Cedar Fair achieved cumulative un-levered pre-tax free cash flow of $976.17 million. The compensation committee of legacy Cedar Fair determined that legacy Cedar Fair was on pace to achieve 119% of the cumulative un-levered pre-tax free cash flow target of $1.153 billion at the time of the Merger, resulting in conversion of the award at the 200% payout level. The performance goals for the 2022-2024 performance unit awards and related payout scale as a percentage of target were as follows (with amounts interpolated between levels): less than $1.072 billion (no payout); $1.072 billion (50% payout); $1.153 billion (100% payout); $1.211 billion (150% payout); and $1.234 billion (200% payout). |

  162. Prior Year Award Conversions and Performance Determinations

    | ○ | Legacy Cedar Fair 2023-2025 Performance Unit Awards – converted at target: From the beginning of the applicable performance period through the closing of the Merger, legacy Cedar Fair achieved cumulative un-levered pre-tax free cash flow of $297.57 million. The compensation committee of legacy Cedar Fair determined that legacy Cedar Fair was on pace to achieve 93% of the cumulative un-levered pre-tax free cash flow target of $1.162 billion at the time of the Merger, resulting in conversion of the award at the target (100%) level in accordance with the Merger agreement. The performance goals for the 2023-2025 performance unit awards and related payout scale as a percentage of target were as follows (with amounts interpolated between levels): less than $1.081 billion (no payout); $1.081 billion (50% payout); $1.162 billion (100% payout); $1.22 billion (150% payout); and $1.243 billion (200% payout). |

  163. Prior Year Award Conversions and Performance Determinations

    | ○ | Legacy Cedar Fair 2024-2026 Performance Unit Awards – converted at target: From the beginning of 2024 through the closing of the Merger, legacy Cedar Fair achieved cumulative un-levered pre-tax free cash flow of -$9.68 million and Adjusted EBITDA of $108.28 million. The compensation committee of legacy Cedar Fair determined that it was too early to declare performance above target, and therefore, in accordance with the terms of the Merger agreement, these awards would convert at target. The three-year cumulative performance goals for the 2024-2026 performance unit awards and related payout scale as a percentage of target were as follows (with amounts interpolated between the various levels): for the un-levered pre-tax free cash flow portion, less than $1.097 billion (no payout); $1.097 billion (50% payout); $1.180 billion (100% payout); $1.192 billion (125% payout); and for the Adjusted EBITDA portion, less than $1.744 billion (no payout); $1.744 billion (50% payout); $1.875 billion (100% payout); and $1.894 billion (125% payout). |

  164. Prior Year Award Conversions and Performance Determinations

    Legacy Six Flags – As agreed in connection with the Merger, a portion of the legacy Six Flags performance stock unit awards held by each of Mr. Bassoul and Mr. Mick, whether vested or unvested, were settled in restricted shares of legacy Six Flags common stock immediately prior to closing and then converted into fully vested shares of Company common stock at the time of the Merger. As provided in the Merger Agreement and related arrangements with such executives, the remaining portion of pre-Merger legacy Six Flags’ performance stock unit awards held by Messrs. Bassoul and Mick immediately prior to closing were forfeited at the closing, and the Company granted Messrs. Bassoul and Mick Initial Post-Merger Performance Stock Unit Awards based upon post-closing combined Company goals and in amounts commensurate with the pre-Merger performance award opportunities otherwise being forfeited at the closing.

  165. 2025 Compensation Program Updates

    2025 Compensation Program Updates The approved executive compensation program for 2025 is aligned with the executives’ employment agreements, and includes a mix consistent with the legacy Cedar Fair approach. Accordingly, the 2025 executive compensation program includes base salary, annual cash incentive awards and (for the legacy Cedar Fair NEOs) long-term equity awards. The 2025 annual cash incentive awards are based on Adjusted EBITDA goals for 2025, and the long-term equity awards consist of 30% restricted stock with ratable vesting over three years, and 70% performance stock unit awards based on cumulative un-levered pre-tax free cash flow goals for 2025-2027. The

  166. Employment Agreements, Post-Employment and Change in Control Compensation

    Employment Agreements, Post-Employment and Change in Control Compensation We entered into employment agreements with Messrs. Zimmerman, Bassoul, Witherow, Fisher, Nurse, White and Mick in connection with or following the Merger. Each employment agreement specifies base salary level and provides for or confirms the initial post-Merger performance stock unit award. The employment agreements also provide that each of Messrs. Zimmerman, Witherow, Fisher and Nurse will receive, and provided that Mr. White would receive, certain target levels of annual cash incentive awards and annual equity grants during the terms of their respective employment agreement having certain target values on the date of grant, with the terms and conditions of awards to be determined by the Board. Mr. Bassoul’s employment agreement provides that he will receive, and Mr. Mick’s employment agreement provided that he would receive certain target levels of annual cash incentive awards during the terms of their respective employment agreement having certain target values on the date of grant, with the terms and conditions of awards to be determined by the Board. The employment agreements provide for certain benefits in termination and change-in-control situations. In addition, certain of our incentive plans contain termination and change -in-control provisions that apply to our named executive officers. The employment agreements foster long-term retention while still allowing the Compensation Committee to exercise discretion in setting performance goals and designing incentive compensation award structures. The agreements that would apply to our named executive officers in a termination and change-in-control situation, and the separation and release agreements entered into in connection with Mr. White’s and Mr. Mick’s departures from the Company, are discussed in detail under the Potential Payments Upon Termination or Change in Control section below. See also Narrative to Summary Compensation and Grants of Plan-Based Awards Tables – Other Awards .

  167. Perquisites

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Name and Principal Position | Year | Salary ($) | Bonus ($) | Unit and Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | Richard A. Zimmerman | 2024 | $1,050,000 | — | $6,846,877 | $1,202,925 | $13,800 | $9,113,602 | | President and Chief Executive Officer | 2023 | $950,000 | — | $4,999,979 | $565,725 | $19,812 | $6,535,516 | | | 2022 | $908,400 | — | $4,375,035 | $1,986,671 | $15,676 | $7,285,782 | | Selim Bassoul (4) | 2024 | $1,550,000 | $1,500,000(5) | $15,125,995(8) | $2,157,600 | $25,373 | $20,358,969 | | Executive Chairman (former Chief Executive Officer of legacy Six Flags) | 2023 | $1,550,000 | $2,325,000 | $1,500,000 | — | $25,309 | $5,400,309 | | | 2022 | $1,550,000 | — | $33,329 | $340,446 | — | $1,923,775 | | Brian C. Witherow | 2024 | $638,550 | — | $2,047,551 | $487,465 | $13,556 | $3,187,122 | | Chief Financial Officer | 2023 | $578,200 | — | $1,450,020 | $229,545 | $19,812 | $2,277,577 | | | 2022 | $561,400 | — | $1,418,998 | $820,205 | $15,676 | $2,816,279 | | Tim V. Fisher | 2024 | $715,650 | — | $2,398,773 | $683,157 | $12,200 | $3,809,780 | | Chief Operating Officer | 2023 | $648,900 | — | $1,660,022 | $322,016 | $19,812 | $2,650,750 | | | 2022 | $630,000 | — | $3,783,005 | $1,152,900 | $15,676 | $5,581,581 | | Brian M. Nurse | 2024 | $550,000 | — | $1,456,304 | $414,700 | $40,710 | $2,461,714 | | Chief Legal and Compliance Officer and Corporate Secretary | 2023 | $437,800 | — | $749,997 | $188,473 | $43,823 | $1,420,093 | | | 2022 | $425,000 | — | $708,012 | $619,863 | $36,797 | $1,789,672 | | Robert A. White (6) | 2024 | $440,000 | $250,000(7) | $997,535 | $269,016 | $13,800 | $1,970,351 | | Former Chief Commercial Officer | | | | | | | | | Gary Mick (4) | 2024 | $536,000 | — | $2,928,282(8) | $498,158 | $13,800 | $3,976,241 | | Former Chief Integration Officer (former Chief Financial Officer of legacy Six Flags) | 2023 | $531,369 | $612,000 | $499,990 | — | $11,719 | $1,655,078 | | | 2022 | $256,154 | — | $692,494 | $34,445 | $146,653 | $1,129,746 |

  168. Relationship Between Company TSR and “Compensation Actually Paid”

    Relationship Between Company TSR and “Compensation Actually Paid” For the post-Merger period beginning on July 2, 2024 (the date that the Company’s common stock was registered under Section 12 of the Exchange Act) through December 31, 2024, our TSR decreased from $100 to $87.79. The “Compensation Actually Paid” to our PEO #1, PEO #2 and non-PEO NEOs (on average) in 2024, were at $16,356,818, $20,103,189 and $4,467,664 respectively. We use financial metrics in our incentive plans, each of which may indirectly impact our stock price. Accordingly, as the Company’s stock price increases (and TSR likewise increases), we would expect the value of a named executive officer’s long-term incentives to generally increase in correlation. Similarly, as the Company’s stock price decreases, we would expect the value of a named executive officer’s long-term incentives to generally decrease in correlation.

  169. Relationship Between Company TSR and “Compensation Actually Paid”

    | 72 / 2025 Proxy Statement | Six Flags Entertainment Corporation | |

  170. Relationship Between Net Income and “Compensation Actually Paid”

    Relationship Between Net Income and “Compensation Actually Paid” The chart below reflects the relationship between the Compensation Actually Paid to our PEO #1, PEO #2 and non-PEO NEOs and Net Income. Legacy Cedar Fair has been determined to be the accounting acquirer for financial statement purposes. Accordingly, net (loss) income reflects combined operations for only July 1, 2024 through December 31, 2024, and include only legacy Cedar Fair’s results (before giving effect to the Merger) for 2020 through 2023 and the first six months of 2024. In addition, the COVID-19 pandemic had a material impact on our business in 2020, and to a lesser extent in 2021.

  171. Relationship Between Net Income and “Compensation Actually Paid”

    | | Six Flags Entertainment Corporation | 2025 Proxy Statement / 73 |

  172. Relationship Between Adjusted EBITDA and “Compensation Actually Paid”

    Relationship Between Adjusted EBITDA and “Compensation Actually Paid” The chart below reflects the relationship between the Compensation Actually Paid to our PEO #1, PEO #2 and non-PEO NEOs and Adjusted EBITDA. Legacy Cedar Fair has been determined to be the accounting acquirer for financial statement purposes. Accordingly, Adjusted EBITDA reflects combined operations for only July 1, 2024 through December 31, 2024, and include only legacy Cedar Fair’s results (before giving effect to the Merger) for 2020 through 2023 and the first six months of 2024. In addition, the COVID-19 pandemic had a material impact on our business in 2020, and to a lesser extent in 2021.

  173. Payments upon Retirement under our Employment Agreements

    | ● | Vesting of outstanding equity awards under the Omnibus Plan made prior to retirement on the dates as provided in the applicable award agreement (other than the Initial Post-Merger Performance Stock Unit Awards) on a pro-rata basis for 18 months following retirement, subject to (i) the executive completing the full term of his employment agreement and (ii) providing at least 12 months’ written notice to the Board; and |

  174. Table of Potential Payments Upon Termination or Change in Control

    Table of Potential Payments Upon Termination or Change in Control The payments that would have been made to each of the named executive officers upon a termination of his employment, or a qualifying termination of employment following a change in control of the Company, as of December 31, 2024 are as follows:

  175. Table of Potential Payments Upon Termination or Change in Control

    | Legacy Cedar Fair NEOs | | | | | | Name/ Benefits and Payments Upon Separation | All Terminations | Termination Without Cause or for Disability or Resignation for Good Reason | Death (5) | Qualifying Termination Within 24 Months Following Change in Control | | Richard A. Zimmerman | | | | | | Earned but unpaid salary | $48,219 | $48,219 | $48,219 | $48,219 | | Severance | — | 5,775,000(1) | — | 5,775,000(1) | | Incentive compensation | 452,925 | 452,925 | 452,925 | 452,925 | | Restricted stock units or restricted stock | — | 19,960,938(2) | 19,960,938(2) | 19,960,938(2) | | Performance units | — | 1,965,140(3) | 1,965,140(3) | 1,965,140(3) | | Health benefits | — | 52,542 | 17,514 | 52,542 | | Total | $501,144 | $28,254,764 | $22,444,736 | $28,254,764 | | Brian C. Witherow | | | | | | Earned but unpaid salary | $29,370 | $29,370 | $29,370 | $29,370 | | Severance | — | 2,512,500(1) | — | 2,512,500(1) | | Incentive compensation | 183,915 | 183,915 | 183,915 | 183,915 | | Restricted stock units or restricted stock | — | 6,163,273(2) | 6,163,273(2) | 6,163,273(2) | | Performance units | — | 635,771(3) | 635,771(3) | 635,771(3) | | Health benefits | — | 60,654 | 24,261 | 60,654 | | Total | $213,285 | $9,585,483 | $7,036,590 | $9,585,483 | | Tim V. Fisher | | | | | | Earned but unpaid salary | $32,877 | $32,877 | $32,877 | $32,877 | | Severance | — | 3,046,875(1) | — | 3,046,875(1) | | Incentive compensation | 257,344 | 257,344 | 257,344 | 257,344 | | Restricted stock units or restricted stock | — | 9,351,621(2) | 9,351,621(2) | 9,351,621(2) | | Performance units | — | 786,075(3) | 786,075(3) | 786,075(3) | | Health benefits | — | 44,055 | 17,622 | 44,055 | | Total | $290,220 | $13,518,846 | $10,445,548 | $13,518,846 | | Brian M. Nurse | | | | | | Earned but unpaid salary | $26,301 | $26,301 | $26,301 | $26,301 | | Severance | — | 2,250,000(1) | — | 2,250,000(1)(4) | | Incentive compensation | 164,700 | 164,700 | 164,700 | 164,700 | | Restricted stock units or restricted stock | — | 3,590,281(2) | 3,590,281(2) | 3,590,281(2) | | Performance units | — | 485,514(3) | 485,514(3) | 485,514(3) | | Health benefits | — | 19,256 | 7,703 | 19,256 | | Total | $191,001 | $6,536,053 | $4,274,499 | $6,536,053 | | Robert White | | | | | | Earned but unpaid salary | $20,164 | $20,164 | $20,164 | $20,164 | | Severance | — | 1,610,000(1) | — | 1,477,081(1)(4) | | Incentive compensation | 101,016 | 101,016 | 101,016 | 101,016 | | Restricted stock units or restricted stock | — | 1,356,909(2) | 1,356,909(2) | 1,356,909(2) | | Performance units | — | 167,605(3) | 167,605(3) | 167,605(3) | | Health Benefits | | 44,477 | 17,791 | 44,477 | | Total | $121,180 | $3,300,172 | $1,663,486 | $3,167,253 |

  176. Table of Potential Payments Upon Termination or Change in Control

    | | Six Flags Entertainment Corporation | 2025 Proxy Statement / 85 |

  177. Table of Potential Payments Upon Termination or Change in Control

    | (1) Severance amount based on 2024 base salary and cash incentive compensation is described above on pages 79-80, which reflects the post-Merger salary and target annual cash incentive award for 2024 following the merger. See Potential Payments Upon Termination or Change in Control – Payments for Executives other than Mr. Bassoul and Mr. Mick Upon a Termination Following a Change in Control or Within Twenty-Four Months Following the Closing of the Merger for an overview of severance calculations. |

  178. Table of Potential Payments Upon Termination or Change in Control

    | (2) Amount includes, in addition to the value of any accumulated distribution or dividend equivalents, the following awards that are scheduled to vest within the eighteen (18) month period following termination: (1) restricted stock relating to restricted units awarded to each of Messrs. Zimmerman, Witherow, Fisher, Nurse and White in 2022, 2023, two-thirds of the restricted stock awarded in 2024, which were converted at the time of the Merger; (2) the Merger Completion awards awarded to each of Messrs. Zimmerman, Witherow, Fisher and Nurse; and (3) restricted stock relating the time-based restricted unit awarded to Mr. Fisher in August 2022, the restricted unit new hire award to Mr. Nurse in November 2021 and the restricted unit retention award to Mr. White in February 2022, which were converted at the time of the Merger. The amount also includes, in addition to the value of any accumulated distribution or dividend equivalents, the value of the performance unit awards that awarded to each of Messrs. Zimmerman, Witherow, Fisher and Nurse in 2021, 2022, and 2023 that were converted into corresponding time-based restricted stock units at the time of the Merger that are scheduled to vest within the eighteen (18) month period following termination. The performance unit awards awarded to each of Messrs. Zimmerman, Fisher, Nurse and White in 2024 prior to the Merger are not included, as they will not vest within the 18-month period following termination. Future dividend equivalents could also increase these amounts. |

  179. Table of Potential Payments Upon Termination or Change in Control

    | (3) Amount includes estimated possible payouts under the Initial Post-Merger Performance Stock Unit Awards performance unit awards for Messrs. Zimmerman, Witherow, Fisher, Nurse and White, including dividend equivalents through such date. For purposes of these amounts, we have assumed that these awards were paid at target and are earned at the earliest possible payment date. However, the final calculation could differ from these estimates depending on the level of performance actually attained and when such performance is achieved. Future dividend equivalents could also increase these amounts. |

  180. Table of Potential Payments Upon Termination or Change in Control

    | (4) Amount was decreased by $132,919 to comply with the 280G cap and cutback provision of Mr. White’s employment agreement. Amount was not decreased in accordance with the 280G cap and cutback provision of Mr. Nurse’s employment agreement and instead would be paid out in full to result in, on an after-tax basis, materially larger payments, distributions and benefits. Pre-capped severance amount based on 2024 post-Merger base salary and cash incentive compensation, as described above on pages 79-80. |

  181. Table of Potential Payments Upon Termination or Change in Control

    | (5) If each of the named executive officers had died on December 31, 2024, he would be entitled to the same payments as described in footnotes (3) and (4). Upon death, the legacy Cedar Fair NEO’s spouse or eligible dependent will be entitled to only 12 months of COBRA continuation coverage premium less the amount of the executive’s portion of the premium. |

  182. Table of Potential Payments Upon Termination or Change in Control

    | 86 / 2025 Proxy Statement | Six Flags Entertainment Corporation | |

  183. Legacy Six Flags NEOs

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($) (2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Esi Eggleston Bracey | $100,000 | $199,979 | — | — | — | — | $299,979 | | Louis Carr | $97,500 | $74,623 | — | — | — | — | $172,123 | | Michelle M. Frymire | $111,250 | $74,623 | — | — | — | — | $185,873 | | Daniel J. Hanrahan | $210,000 | $74,623 | — | — | — | — | $284,623 | | Chieh Huang | $100,000 | $199,979 | — | — | — | — | $299,979 | | Jennifer Mason | $102,500 | $74,623 | — | — | — | — | $177,123 | | Enrique Ramirez Mena | $117,500 | $199,979 | — | — | — | — | $317,479 | | D. Scott Olivet | $98,750 | $74,623 | — | — | — | — | $173,373 | | Arik Ruchim (3) | — | — | — | — | — | — | — | | Marilyn Spiegel | $100,000 | $199,979 | — | — | — | — | $299,979 |