UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment (Amendment No.    )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

CEDAR FAIR, L.P.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

2017 Proxy Statement Summary2020 PROXY STATEMENT SUMMARY

CEDAR FAIR, L.P.

One Cedar Point Drive, Sandusky, Ohio 44870-5259

This summary highlights information contained elsewhere in this proxy statement. This summary is part of the proxy statement but does not contain all of the information that you should consider. Please carefully read the entire proxy statement before voting.

2017 Annual Meeting Information

Proposals and Board Recommendations

20162019 Financial and Operating Highlights

Last year was another outstanding year at Cedar Fair. We achieved our seventh consecutive year of record net revenues, up 4% from 2015 to $1.29 billion in 2016. We had solid increases across our three core revenue metrics of attendance (up 3%),in-park per capita spending (up 2%), andout-of-park revenues (up 6%), and we increased our annualized cash distribution⁽¹⁾ 4% to $3.42 per limited partner unit for 2017. We also advanced a number of strategic long-term growth initiatives, including the completion of a world-record breaking roller coaster, Valravn, at Cedar Point; completion of the largest water park in the Carolinas at Carowinds; restoration of Knott’s Berry Farm’s Ghostrider, the longest, fastest and tallest wooden roller coaster on the West Coast; and completion of Cedar Point Sports Center, astate-of-the-art youth sports facility adjacent to Cedar Point in Sandusky, Ohio.

Board Overview and Governance Highlights

On July 1, 2019, we completed the acquisition of two iconic water parks and one resort in Texas, Schlitterbahn Waterpark and Resort New Braunfels and Schlitterbahn Waterpark Galveston. The acquisition advances our strategy to increase our presence in growing and attractive markets, further diversifying our portfolio of parks and leveraging our management expertise. The 2019 financial results include results from the operations of the Schlitterbahn parks from the acquisition date, including $42.5 million of net revenues and 705,000 guest visits.

We also introduced major attractions in 2019, including two thrill-packed roller coasters in unique themed areas at Canada’s Wonderland and Carowinds, a new, immersive experience attraction at Cedar Point, our flagship park, and a 145,000 sq. ft. indoor sports and competition facility also at Cedar Point. In addition, we introduced new immersive events, including extending the operating season at Canada’s Wonderland for a new WinterFest holiday event, bringing the total to seven of our amusement parks with winter holiday events. We also introduced Grand Carnivale, aone-of-a-kind immersive evening spectacular featuring a high-spirited parade and night street party, at four of our parks, and Monster Jam^® Thunder Alley^™, a new interactivein-park experience in partnership with Feld Entertainment, at three of our parks. Lastly, we added to our resort offerings in 2019. We introduced the first Carowinds hotel, a franchise of SpringHill Suites by Marriott, strengthening our appeal for amulti-day guest experience. We also completed the acquisition of Sawmill Creek Resort near Cedar Point in July 2019, growing our portfolio of resort properties at our flagship park.

Board Overview and Governance Highlights

2 / 2020 Proxy Statement | CEDAR FAIR, L.P.
*		Strategic,operational, legal and risk oversight experience		*		Investment banking, financial services and private equity experience

See “Proposal One. Election of Directors” starting on page 10 and “Board Matters and Corporate Governance” starting on page 17 for more information. Information on our Directors’ compensation and unit ownership and on related person transactions is provided on pages 71-75.

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Director Nominees

At this annual meeting, theThe Board is asking you to vote for each of the nominees listed below to serve as Directors of the general partner for three-year terms expiring at the annual meeting in 20202023 and until their respective successors are duly elected and qualified. The Board believes that the attributes, skills and qualifications that Ms. France and Messrs. Ouimet and KleinZimmerman have developed through their extensive leadership experience across finance, hotel, travel,hospitality, leisure, entertainment and consumer-facing industries, and their unique insights and perspectives make them exceptionally qualified to serve on the Board. The table below provides only select information about each nominee. Please see the section captioned “ProposalProposal One. Election of Directors”Directors starting on page 108 for detailed information about the background and qualifications of each Director nominee.

Name

Age

Director Since

Occupation Highlights

Independent

Committee Membership

Other Public Company Boards

A

C

NCG

Gina D. France

58

2011

President and CEO, France Strategic Partners LLC

*

CC

*

2

Matt Ouimet

59

2011

CEO, Cedar Fair Management, Inc.

—

Tom Klein

54

2012

Global Technology and Travel Executive with 25+ years experience

*

CC

1

A = Audit Committee

C = Compensation Committee

BC = Independent Board Chair

NCG = Nominating and Corporate Governance Committee

CC = Committee Chair

Committee Membership

Other Public  Company  Boards

Name

Age

Director Since

Occupation Highlights

I

A

C

NCG

Gina D. France

61

2011

Finance and investment banking executive with 35+ years experience

ü

CC

ü

2

Matthew A. Ouimet

62

2011

Leisure and entertainment executive with 30+ years of industry experience

—

Richard A. Zimmerman

59

2019

Leisure and entertainment executive with 30+ years of industry experience

—

 

A = Audit Committee I = Independent Director		C = Compensation Committee CC = Committee Chair		NCG = Nominating and Corporate Governance Committee

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---

Continuing Directors

The table below provides select information about each of our Directors whose terms will continue following the annual meeting and who are not up forre-election this year. Please see the detailed information about the background and qualifications of each of these continuing Directors on pages 11-13.10-13.

 

Name

Age

Director Since

Occupation Highlights

Independent

Committee Membership

Other Public Company Boards

A

C

NCG

Class II Directors serving until 2018:

Daniel J. Hanrahan

59

2012

Consumer Goods, Retail, Travel and Hospitality Executive with 30+ years experience

*

*

*

—

Lauri M. Shanahan

54

2012

Consumer Goods and Retail Executive with 20+ years experience

*

*

2

Debra Smithart-Oglesby

62

2012

President, O&S Partners

*

*

*

1

Class I Directors serving until 2019:

Eric L. Affeldt

59

2010

CEO, ClubCorp Inc.

* BC

*

*

*

1

John M. Scott, III

51

2010

Leisure and Hospitality Executive with 25+ years experience

*

CC

—

D. Scott Olivet

54

2013

CEO, Renegade Brands and Operating Partner, Altamont Capital Partners

*

*

—

A = Audit Committee

C = Compensation Committee

BC = Independent Board Chair

NCG = Nominating and Corporate Governance Committee

CC = Committee Chair

Committee Membership

Other Public  Company  Boards

Name

Age

Director Since

Occupation Highlights

I

A

C

NCG

Class II Directors serving until 2021:

Daniel J. Hanrahan

62

2012

Consumer goods, retail, travel and hospitality executive with 30+ years experience

ü CH

1

Lauri M. Shanahan

57

2012

Consumer goods and retail executive with 25+ years experience

ü

CC

ü

2

Debra Smithart-Oglesby

65

2012

Food and retail executive with 30+ years experience

ü

ü

ü

CC

—

Class I Directors serving until 2022:

D. Scott Olivet

57

2013

Consumer goods executive with 35+ years experience

ü

ü

—

Carlos A. Ruisanchez

49

2019

Finance, entertainment and hospitality executive with 25+ years experience

ü

ü

—

John M. Scott, III

54

2010

Leisure and hospitality executive with 25+ years experience

ü

ü

ü

—

 

A = Audit Committee I = Independent Director		C = Compensation Committee CH = Chairman of the Board		NCG = Nominating and Corporate Governance Committee CC = Committee Chair

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Executive Compensation HighlightsAdvisory Vote

PayThe Board is asking for Performance: A majorityyour advisory approval of the compensation of our named executive officers. We provide this opportunity annually, and we anticipate holding the next unitholder advisory vote on the compensation of our named executive officers at our 2021 annual meeting. Please seeProposal Three. Advisory Vote on Our Named Executive Officer Compensation on page 15 and the detailed information regarding our named executive officer compensation is contingent on corporate performance. In 2016:

2016 Compensation Updates:We did not make significant changes to our executive compensation programtables and related narratives included in 2016.

Compensation Philosophy and Objectives: We seek to do the following:this proxy statement on pages 21-59.

A majority of our named executive officer compensation is contingent on corporate performance. In 2019:

Compensation Elements and Mix:Our program focuses on total direct compensation opportunities - i.e., the combination of base salary, annual cash incentive awards and long-term incentive compensation. See the “ElementsElements of 2016 Compensation” 2019 Executive Compensationsection of our “CompensationCompensation Discussion and Analysis”Analysis for a detailed discussion of these and the other elements of our compensation program. We seek to balance our executives’ compensation among the different elements and look to the relationship of cash and equity incentives to each executive’s salary in setting pay. The mix and relative levels of the compensation elements is position dependent, may vary year to year,year-to-year, and is illustrated in the “Compensation Mix”Compensation Mix sections.

Other Key Features:

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4 / 2020 Proxy Statement | CEDAR FAIR, L.P.

Compensation-Related Proposals for Your Vote

Advisory Vote on Our Named Executive Officer Compensation

The Board is asking for your advisory approval of the compensation of our named executive officers. We provide this opportunity annually, and we anticipate holding the next unitholder advisory vote on the compensation of our named executive officers at our 2018 annual meeting subject to any updates in light of the result of the unitholdersay-on-frequency advisory vote (Proposal 4).

As noted above, we did not make significant modifications to our executive compensation program in 2016. Our executive compensation decisions for 2016 continue to reflect our desire to recognize, incentivize and retain highly-qualified individuals, and to align executive compensation with unitholders’ interests by emphasizing performance-based compensation, directly tying compensation to Company performance and increasing insider equity ownership. Each of our executive compensation decisions for 2016, including our decisions to increase base salary compensation for our executives, enhance long-term and short-term performance-based incentive awards to certain of our named executive officers, and to pay our 2016 performance unit awards (if earned) in units, were made to further demonstrate our commitment to these goals, as further explained in this proxy statement.

Please see “Proposal Three. Advisory Vote on Our Named Executive Officer Compensation” on page 15 and the detailed information regarding our named executive officer compensation in the “Compensation Discussion and Analysis” section and the executive compensation tables and related narratives included in this proxy statement on pages 21-70.

Advisory Vote Regarding Frequency of Unitholder Advisory Votes on Executive Compensation

We are asking our unitholders 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 years or every three years. We have held an annual advisory vote on executive compensation since 2011. We are aware of the significant interest in executive compensation matters by our unitholders and the Board has determined that holding an advisory vote on an annual basis is in the best interest of Cedar Fair. We recommend the continuation of an annual advisory vote on executive compensation.

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THE ANNUAL MEETING

General

This proxy statement is furnished in connection with the solicitation of proxies from the limited partner unitholders of Cedar Fair, L.P. (the “Partnership” or the “Company”) by the Board of Directors of its general partner, Cedar Fair Management, Inc. (“CFMI”), for use at the annual meeting. We intend to mail a printed copy of this proxy statement and proxy card to our unitholders of record entitled to vote at the annual meeting on or about April 27, 2017.7, 2020.

Time and PlaceVirtual Meeting Considerations

TheDue to public health concerns regarding the coronavirus outbreak (COVID-19), the annual meeting will take place virtually via live webcast atwww.virtualshareholdermeeting.com/FUN2020 on Wednesday, May 13, 2020 at 2:00 p.m. (EDT). You will not be heldable to attend the annual meeting physically. We intend to resume holding our annual meeting at a physical location for our 2021 annual meeting.

Attending the Annual Meeting

To listen and participate, visitwww.virtualshareholdermeeting.com/FUN2020 and enter the16-digit control number included on your proxy card. The live webcast will start at 2:00 p.m. (EDT). You can vote and submit questions while attending the meeting online. You may log in 15 minutes before the start of the annual meeting to test your Internet connectivity.

Submitting Questions

You may log in 15 minutes before the start of the annual meeting to submit questions online. You will be able to submit questions during the annual meeting as well. Once you have logged into the webcast atwww.virtualshareholdermeeting.com/FUN2020, simply type your question in the “ask a question” box and click “submit”.

Voting at the Inter Continental Hotel - Kansas City -Annual Meeting

You will be able to vote during the annual meeting by providing your16-digit control number when you log into the webcast atwww.virtualshareholdermeeting.com/FUN2020.

Technical Difficulties

If you encounter any difficulties accessing the Plaza 401 Ward Parkway, Kansas City, Missourivirtual meeting during thecheck-in or meeting time, please call the technical support line number that will be posted on Wednesday, June 7, 2017, at 9:00 a.m. (Central Time). Attendees must present a personal form of identification, and if you hold units through a brokerage account, bank or other nominee, you must present a recent statement or other proof of ownership to be admitted.the Virtual Shareholder Meeting login page.

Matters to be Considered

At the annual meeting,

The limited partners will also be asked to:

It is not anticipated that any other matters will be raised at the annual meeting.

Important Notice Regarding the Availability of Proxy Materials for the Unitholder Meeting

To Be Held on June 7, 2017May 13, 2020

The proxy statement and our annual report on Form10-K are available free of charge at http://ir.cedarfair.com/financial-reports/Proxy-Information.ir.cedarfair.com.

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Voting Process

You may vote in personelectronically at the annual meeting or through a proxy. However, even if you plan to attend the annual meeting, in person, 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 unitholders to appoint a proxy to vote their units 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 of CFMI. All of the Partnership units 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 units directly and submit a proxy, on or as instructed in the accompanying form, but do not provide voting instructions on your proxy, the units represented by your proxy will be voted for the election as Class III Directors of the Board’s nominees, Ms. France, Mr. Ouimet and Mr. Klein,Zimmerman, in favor of each of Proposals 2 and 3, and for a frequency of “each year” on Proposal 4, and in the discretion of the proxies upon such other business as may properly come before the meeting, in each case whether or not any other nominations are properly made at the meeting.

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If you hold units indirectly in a brokerage account or through a bank or other nominee, you are considered to be the beneficial owner of units 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 units 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 units on the appointment of our independent registered public accounting firm, even if you do not furnish voting instructions. If your units 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 our Corporate Secretary at One Cedar Point Drive, Sandusky, Ohio, 44870, before the vote is taken at the annual meeting, or attendingby participating in the virtual annual meeting and voting in person.voting. Attendance at the virtual annual meeting will not cause your previously granted proxy to be revoked unless you vote at the meeting. If your units 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 should call or write:

Morrow Sodali, LLC

470 West Avenue

Stamford, CT 06902

Please call: (203)658-9380658-9400 or

Call toll free at: (800)662-5200

Email: j.comer@morrowsodali.comFUN.info@morrowsodali.com

Web address: www.morrowsodali.com

Record Date; Voting Rights; Quorum; Vote Required

CFMI has fixed the close of business on April 10, 2017March 25, 2020 as the record date for unitholders entitled to notice of and to vote at the annual meeting. Only holders of record of units on the record date are entitled to notice of the annual meeting and to vote at the annual meeting. Each holder of record of limited partner units as of the record date is entitled to cast one vote per unit on each of the proposals. You may obtain directions on attending the annual meeting and voting in person by calling our Investor Relations Department at (419)627-2233.

The presence in person or by proxy of holders of aA majority of the units entitled to vote at the annual meeting present, either virtually or represented by proxy, will constitute a quorum for the transaction of any business. In case a quorum is not present, the meeting may be adjourned without notice other than an announcement at the time of the adjournment of the date, time and place of the adjourned meeting. The nominees receiving the greatest number of votes cast for the election of Directors by the units represented at the annual meeting, in personeither virtually or by proxy, will be elected. The affirmative vote of a majority of the units represented at the annual meeting, in personeither virtually or by proxy, is required to confirm the Audit Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2017. 2020.

6 / 2020 Proxy Statement | CEDAR FAIR, L.P.

The advisory vote to approve the compensation of our named executive officers requires the affirmative vote of a majority of units represented in person or by proxy and voting at the annual meeting. The unitholders’ preference regarding the frequency of the advisorymeeting, either virtually or by proxy. Thissay-on-pay vote on the compensation of our named executive officers will be determined by the alternative receiving the most votes cast. Thesesay-on-pay andsay-on-frequency votes on ProposalsProposal 3 and 4 areis advisory, and therefore not binding on the Company, the Compensation Committee or the Board. However, the Compensation Committee will consider the voting results when making future decisions regarding executive compensation as it deems appropriate.

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Abstentions will be counted for purposes of establishing a quorum at the annual meeting, will be counted as votes cast and will have the effect of a vote against a proposal. Brokernon-votes will be counted for purposes of establishing a quorum but will not be counted as votes cast.

As of April 10, 2017,March 25, 2020, there were approximately 56,235,64656,703,355 units outstanding and entitled to vote at the annual meeting, held by approximately 5,5005,000 holders of record. As of April 10, 2017,March 25, 2020, the Directors and executive officers of the general partner and their affiliates beneficially owned 1,101,7581,303,096 units (which includes 354,045370,362 vested options and deferred equity compensation), or approximately 2.0%2.3% of the total units outstanding on that date. See “SecuritySecurity Ownership of Certain Beneficial Owners and Management.”

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PROPOSAL ONE. ELECTION OF DIRECTORS

The Board of Directors of CFMI currently is comprised of nine directors. The Directors are divided into three classes: Class I, Class II, and Class III, and each class consists of three Directors. The terms of the Directors in Class III expire at this annual meeting. Our current Class III Directors are Gina D. France, MattMatthew A. Ouimet, and Tom Klein.Richard A. Zimmerman.

At this meeting, Gina D. France, MattMatthew A. Ouimet and Tom KleinRichard A. Zimmerman are nominated by the Board for election as Class III Directors to serve for three-year terms expiring at the annual meeting in 20202023 and until their respective successors are duly elected and qualified. The Nominating and Corporate Governance Committee has recommended, and the Board of Directors unanimously has approved, the nomination of Ms. France Mr.and Messrs. Ouimet and Mr. Klein,Zimmerman to whom we refer to in this proxy statement as the Board’s nominees.

The Board believes that the attributes, skills and qualifications that Ms. France Mr.and Messrs. Ouimet and Mr. KleinZimmerman have developed through their extensive leadership experience across finance, hotel, travel,hospitality, leisure, entertainment and consumer-facing industries, and their unique insights and perspectives make them exceptionally qualified to serve on the Board. Ms. France and Mr. Klein will qualify as an “independent” directorsdirector under the NYSE rules and our Corporate Governance Guidelines. Mr. Ouimet is not “independent” as he serves as Chief Executive Officer of the Partnership.

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 Partnership 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. The nominees who receive the greatest number of votes cast for the election of Directors at the annual meeting by the units present, in personeither virtually or by proxy, and entitled to vote will be elected. 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.

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The Board of Directors unanimously recommends a vote FOR these nominees.

Nominees recommended by the Board for election as Class III Directors to serve until 2020:

Gina D. France, age 58, has more than 35 years of strategy, investment banking and corporate finance experience. Currently, Ms. France is president and CEO of France Strategic Partners LLC, a strategy and transaction advisory firm serving corporate clients across the country. Before founding France Strategic Partners in 2003, Ms. France was a Managing Director with Ernst & Young LLP where she led a national client-facing strategy group. She has served as a strategic advisor to over 250 companies throughout the course of her career. Previously, Ms. France was an investment banker with Lehman Brothers in New York and San Francisco. Prior to Lehman Brothers, she served as the International Cash Manager of Marathon Oil Company. Ms. France also serves on the Corporate Boards of Huntington Bancshares Incorporated (NASDAQ: HBAN), a $100 billion asset regional bank holding company operating in 8 states; and CBIZ, Inc. (NYSE: CBZ), an accounting services and employee benefits provider with 100 offices nationwide. She has also served on the boards of FirstMerit Corporation prior to its acquisition by Huntington Bancshares and Dawn Food Products, one of the world’s largest manufacturers and distributors of bakery products. Ms. France, who has served as a Director since 2011, is the Chairperson of the Audit Committee and is a member of the Nominating and Corporate Governance Committee. Ms. France brings to the Board of Directors her leadership experiences in the investment banking, accounting and financial services fields, her expertise in financial reporting and risk oversight, and her experiences as a board member of several nationally recognized companies.

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Matthew A. Ouimet,age 59, has been chief executive officer since January 2012 and a member of the Board of Directors since August 2011, and was president of the Partnership’s General Partner from June 2011 to October 2016. Mr. Ouimet was president and chief operating officer for Corinthian Colleges, a publicly traded company that owns and managesfor-profit colleges throughout the United States and Canada, from July 2009 to October 2010 and was executive vice president-operations for Corinthian Colleges from January 2009 to

Matthew A. Ouimet
Director since:2011  Age:62				Matthew A. Ouimet has been a member of the Board of Directors since August 2011. He served as Executive Chairman of the Board of Directors from January 2018 through December 2019. Mr. Ouimet served as chief executive officer from January 2012 through December 2017 and was president of the Partnership’s General Partner from June 2011 through October 2016. Before joining Cedar Fair, Mr. Ouimet was president and chief operating officer for Corinthian Colleges, a publicly traded company that owns and managesfor-profit colleges throughout the United States and Canada, from July 2009 through October 2010 and was executive vice president-operations for Corinthian Colleges from January 2009 through June 2009. Prior to joining Corinthian Colleges, he served as president, Hotel Group for Starwood Hotels and Resorts Worldwide from August 2006 to joining Corinthian Colleges, he served as president, Hotel Group for Starwood Hotels and Resorts Worldwide from August 2006 through September 2008. Before joining Starwood, Mr. Ouimet spent 17 years at The Walt Disney Company, where he last served as President of the Disneyland Resort. He also served in a variety of other business development and financial positions during his employment with Disney, including president of Disney Cruise Line and executive general manager of Disney Vacation Club. This experience, Mr. Ouimet’s leadership and management skills and his insights from his experience as Cedar Fair’s prior chief executive officer provide guidance, operational knowledge and management perspective to the Board. Tom Klein,age 54, served as chief executive officer and president and a director of Sabre Holdings (NASDAQ: SABR), a technology solutions provider to the global travel and tourism industry, from August 2013 until December 2016. Its subsidiaries include Sabre Travel Network and Sabre Airline and Hospitality Solutions. Prior to becoming CEO, Mr. Klein served in a number of leadership roles at Sabre, including company president since January 2010 and group president of Sabre Travel Network and Sabre Airline Solutions. Before joining Sabre in 1994, he held a variety of sales, marketing and operations roles at American Airlines (NASDAQ: AAL) and Consolidated Freightways, Inc. Mr. Klein serves on the Board of Directors for Playa Hotels & Resorts N.V. (NASDAQ: PLYA), an owner, operator and developer ofall-inclusive resorts in Mexico and the Caribbean. In 2010, he was appointed to the Board of Directors for Brand USA by the U.S. Secretary of Commerce and currently serves as Chairman. In 2016, he was appointed to the U.S. President’s Advisory Council on Doing Business in Africa. He served on the executive committee of the World Travel and Tourism Council for almost a decade. Mr. Klein has served as a Director since January 2012 and is Chairman of the Compensation Committee. Mr. Klein is qualified to serve on the Board of Directors primarily as a result of his experience as president and chief executive officer of a company in the technology and travel industry and brings an understanding of distribution and technology solutions to the Board.

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Class II Directors serving until 2018:

Daniel J. Hanrahan, age 59, brings more than 30 years of experience, including a variety of sales and marketing, general manager, president and chief executive officer roles across the consumer packaged goods, retail, travel and hospitality sectors. Most recently, from August 2012 through April 2017, 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. Prior to joining Regis, he served as president and CEO 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 CEO 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. Mr. Hanrahan has served as a Director since June 2012 and is a member of the Audit and Compensation Committees. Mr. Hanrahan is qualified to serve on the Board of Directors 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 30 years of experience in sales and marketing.

Lauri M. Shanahan,age 54, is a seasoned retail executive with more than 20 years of broad-based experience across global, multi-channel, multi-brand enterprises as well as other retail and consumer product companies, including Gap, Inc. (NYSE: GPS). She joined Gap, Inc., a leading global apparel retail company, in 1992 and served in numerous leadership roles including chief administrative officer, chief legal officer and corporate secretary during her16-year career with the company. She currently serves on the Board of Directors of Deckers Brands (NYSE: DECK), a global footwear, accessories and apparel lifestyle company with a portfolio

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10 / 2020 Proxy Statement | CEDAR FAIR, L.P.

Class I Directors serving until 2019:

Eric L. Affeldt,age 59, has been chief executive officer and a director of ClubCorp Inc. (NYSE: MYCC), which owns or operates a network of golf and country clubs, business clubs, sports clubs and alumni clubs, since 2006. In April 2017, he announced his intention to retire from ClubCorp upon the appointment of a successor. He served as president of ClubCorp from 2006 through July 2016. Prior to joining ClubCorp, he was a principal of KSL Capital Partners, the private equity firm that purchased ClubCorp in 2006. Mr. Affeldt also previously served as president and CEO of KSL’s former golf division, KSL Fairways, vice president and general manager of Doral Golf Resort and Spa in Miami and the combined PGA West and La Quinta Resort and Club in California and was a founding partner of KSL Recreation. In addition, he was president of General Aviation Holdings, Inc. Mr. Affeldt was selected as thenon-executive Chairman of the Board in 2012 and has served as a Director since 2010. Mr. Affeldt is anex-officio member of the Audit, Compensation, and Nominating and Corporate Governance Committees. Mr. Affeldt is qualified to serve on the Board of Directors primarily as a result of his experience as president and CEO of a nationally recognized company that conducts business in the entertainment and leisure industry.

John M. Scott, III,age 51, is a leisure and hospitality executive with more than 25 years of broad-based experience across global, multi-channel, multi-brand enterprises. He is currently acting as a senior advisor to TPG Real Estate Group, the real estate sector of TPG Global, a leading global alternative asset firm. He also serves asnon-executive chairman of one of TPG Real Estate Group’s portfolio companies, A&O Hostels based

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PROPOSAL TWO. APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm to audit our consolidated financial statements for 20172020 and requests that our unitholders confirm that appointment. Deloitte audited our consolidated financial statements and our internal control over financial reporting for 2016.2019. 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 unitholders do not confirm our appointment of Deloitte, the Audit Committee will reconsider whether to retain Deloitte, and may retain that firm or another firm withoutre-submitting the matter to our unitholders. In all cases, the Audit 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 unitholders. The affirmative vote of a majority of the units present, either virtually or represented in person or by proxy, at the annual meeting is required for ratification.

The Board of Directors unanimously recommends a vote FOR Proposal Two to confirm the Audit Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2017.

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PROPOSAL THREE. ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

We are seeking an advisory vote of our unitholders 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. As recommended by our unitholders and approved by the Board, we provide this opportunity annually, and we anticipate holding the next unitholder advisory vote on the compensation of our named executive officers at our 20182021 annual meeting subject to any updates in light of the result of the unitholdersay-on-frequency advisory vote (Proposal 4).meeting. We encourage you to review the detailed information regarding our named executive officer compensation provided in the “CompensationCompensation Discussion and Analysis”Analysis section and the executive compensation tables and related narratives included in this proxy statement.

Cedar Fair has a long-standing tradition of delivering results for our unitholders, and we believe our compensation program is appropriately structured to best support thatour continued growth and success.success and to incentivize our high-performing executive team. The compensation of our named executive officers for 20162019 reflected several years of recordsolid operating results, including the results we achieved in 20152017, 2018 and 2016,2019, and the strong performance of our executive team.executives. Performance highlights for 20162019 are provided in detail in theCompensation Discussion and Analysis section.

We did not make significant modificationschanges to our executive compensation program in 2016.for 2019. We refined the payout scale and leverage curves of the Company performance-based portion of our cash incentive awards and the long-term performance-based awards. The modification provides less downside protection if performance is below target and greater payout incentives for performance significantly above target. We also made refinements to the individual payout scale and evaluation system for our cash incentive awards to enhance how we assess performance of individual goals. Our executive compensation decisions for 20162019 continue to reflect our desire to recognize, incentivize and retain highly-qualified individuals and to align executive compensation with unitholders’ interests by emphasizing performance-based compensation, directly tying compensation to Company performance and increasing insider equity ownership. Each of our executive compensation decisions for 2016, including our decisions to increase base salary compensation for our executives, enhance long-term and short-term performance-based incentive awards to certain of our named executive officers and to pay our 2016 performance unit awards (if earned) in units, were made to further demonstrate2019 demonstrates our commitment to these goals, as further explained in this proxy statement.

We ask that you support the compensation of our named executive officers. Although this vote is advisory andnon-binding in nature, the Board and the Compensation Committee value the opinion of our unitholders and will consider the voting results when determining our compensation policies, philosophy and arrangements in the future.

The Board of Directors unanimously recommends a vote FOR Proposal Three to approve, on an advisory basis, the compensation of our named executive officers, as described in the “Compensation Discussion and Analysis” section, the compensation tables and the related narratives in this proxy statement.

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PROPOSAL FOUR. ADVISORY VOTE REGARDING FREQUENCY OF UNITHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION

As required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, we are asking our unitholders 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 years or every three years. We last held a frequency vote at our 2011 Annual Meeting. At that meeting, our unitholders voted in favor of holding annual advisory votes on the compensation of the named executives, and we have held annual votes since then.

While our executive compensation programs are designed to promote 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 matters by our unitholders and recommend this advisory vote to occur each year as a manner for unitholders to express their views on our executive compensation philosophy.

Although the vote is advisory andnon-binding in nature, the Board and the 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 choices for this proposal on the proxy card: one year, two years, three 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 2023 Annual Meeting.

The Board of Directors unanimously recommends that you vote to conduct advisory votes on executive compensation EACH YEAR.

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BOARD MATTERS AND CORPORATE GOVERNANCE

Board of Directors

The Board met six times in 2016. Committees of the Board met from time to time upon call of the Chairman of the Board or individual Committee Chairs. During 2016, each Director attended at least 75% of all of the meetings of the Board, inclusive of applicable committee meetings. Directors are expected to attend all meetings of the Board, meetings of the Committees on which they serve and the annual meeting absent occasional, unavoidable circumstances. All current board members attended the 2016 annual meeting.

Executive sessions of allnon-employee independent Directors are scheduled in conjunction with each regularly scheduled board meeting and were held five times during 2016. These executive sessions are attended bynon-employee Directors only, and thenon-executive independent Chairman presided at each executive session.

Board Independence

In addition to the independence criteria contained in the NYSE listing standards, the Board has adopted additional standards to determine Director independence. These standards are located in the Partnership’s Corporate Governance Guidelines. The Board has affirmatively determined that current Board members Eric L. Affeldt, Gina D. France, Daniel J. Hanrahan, Tom Klein, D. Scott Olivet, John M. Scott, III, Lauri M. Shanahan and Debra Smithart-Oglesby, meet the independence criteria of the NYSE listing standards and our Corporate Governance Guidelines. The Board has determined Mr. Ouimet is not independent because he is an executive officer of the Partnership.

Corporate Governance Documents

The Partnership’s Corporate Governance Guidelines, Code of Conduct and Ethics, and the charters of the Board committees provide the framework for the governance of the Partnership.

Corporate Governance Guidelines

The Corporate Governance Guidelines cover, among other things, the functions of the Board, the qualifications of directors, director independence, the selection process for new directors, Board committees, compensation of the Board and the responsibilities of the Chairman of the board.

Code of Business Conduct and Ethics

The Company has adopted and maintains a Code of Conduct and Ethics that covers all directors, officers and employees of the Company and its subsidiaries. The Code of Conduct and Ethics requires, among other things, that the directors, officers and employees exhibit and promote the highest standards of honest and ethical conduct; avoid conflicts of interest; comply with laws, rules and regulations; and otherwise act in the Partnership’s best interest.

The Partnership intends to post amendments to or waivers from the Partnership’s Corporate Governance Guidelines and Code of Conduct and Ethics on the Partnership’s Investor Relations website at http://ir.cedarfair.com/. No waivers have been made or granted prior to the date of this Proxy Statement.

Availability of Corporate Governance Documents

The Partnership’s Corporate Governance Guidelines, Code of Conduct and Ethics, and charters of the committees of the Board are available on the Partnership’s Investor Relations website at http://ir.cedarfair.com/.

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A printed copy of each of these documents is available, without charge, by sending a written request to: Cedar Fair L.P., One Cedar Point Drive, Sandusky, Ohio 44870-5259, Attention: Investor Relations, or by sending an email to investing@cedarfair.com.

Communication with the Board

Unitholders and interested parties may communicate directly with the Board, including thenon-employee independent Directors as a group or the presiding Director of such group, by sending communications to the attention of Duffield Milkie, Corporate Secretary, One Cedar Point Drive, Sandusky, Ohio 44870-5259. The correspondence will be forwarded to the Chair of the Nominating and Corporate Governance Committee who will review the correspondence and take action accordingly.

We have a toll-freehot-line that is available to anyone, including unitholders, who wishes to bring a matter to the attention of thenon-employee Directors. The telephone number of thehot-line is800-650-0716. The Audit Committee of the Board of Directors is charged with reviewing information received and taking appropriate action as necessary.

Board Leadership Structure and Risk Oversight

The Board is committed to strong leadership and effective corporate governance, including appropriate oversight of management. We have maintained separate Chief Executive Officerreview and evaluate our Board Chairman roles since early 2011 when we moved to this board leadership structure periodically and decided to modify it as part of our planningrecent executive leadership transition process. Accordingly, following a robust review process for CEOled by the independent members of the Board, Mr. Hanrahan was appointed independent Chairman of the Board effective January 2020. Mr. Ouimet served as Executive Chairman and Ms. Smithart-Oglesby served as Lead Independent Director from January 2018 through the end of 2019, roles to which they were appointed to in connection with Mr. Zimmerman’s promotion to President and Chief Executive Officer. These transitions follow our successful and extended succession plan that was developed and transition and in response to our Unitholder advisory vote on leadership structure in January of 2011. Underimplemented by the Board over the past several years. We believe this structure Mr. Affeldt serves asis optimal for ournon-executive, independent Chairman. current circumstances and that it provides continuity of leadership and oversight of management by the Board. The Board reviewscontinues to review and evaluatesevaluate this structure and the appointment of thenon-executive, independent Chairman on a periodic basis.

As our Chairman of the Board, Mr. Hanrahan’s duties include:

Risk Oversight

The Board plays a direct role in monitoring and mitigating risks to the Partnership broadly and also administers its risk oversight role through its committee structure and the committees’ reports to the Board. The Board regularly reviews information regarding credit, liquidity and operational risk, and management identifies and prioritizes other material risks. The Audit Committee meets frequently during the year (five times in 2016) and discusses with management and the Partnership’s independent registered public accountant: (1) current business trends affecting the Partnership; (2) major risks facing the Partnership; (3) steps management has taken to monitor and control such risks; and (4) adequacy of internal controls that could significantly affect the Partnership’s financial statements. The Audit Committee also reviews the Partnership’s enterprise risk management process for identification of and response to major risks. The Audit Committee Chairperson provides the Board with regular reports concerning its risk oversight activities. In addition, the Compensation Committee annually assesses the Partnership’s compensation programs to ensure they do not encourage excessive risk taking by employees which could result in a material adverse impact on the Partnership. The Board of Directors is kept abreast of each of the Compensation Committee’sCommittees’ risk oversight and other activities via regular reports of the Committee ChairpersonChairs to the full Board. SeeBoard Committees below for Committee descriptions and risk oversight activities.

The Board formally met eleven times in 2019 along with additional interactions between formal meetings. Committees of the Board met from time to time upon call of the Chairman of the Board or individual Committee Chairs. During 2019, each Director attended at least 75% of all of the meetings of the Board, inclusive of applicable committee meetings. Directors are expected to attend all meetings of the Board, meetings of the Committees on which they serve and the annual meeting absent occasional, unavoidable circumstances. All of the current board members attended the 2019 annual meeting.

Executive sessions of allnon-employee independent Directors are scheduled in conjunction with each regularly scheduled board meeting and were held five times during 2019. These executive sessions are attended by Independent Directors only. The Lead Independent Director presided at each executive session in 2019.

Board Committees

The Board has three committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Each Committee is composed entirely of independent Directors, as that term is defined in the NYSE listing standards and CFMI’s Corporate Governance Guidelines, and each member of the Audit Committee is independent as required under Section 301 of the Sarbanes-Oxley Act of 2002. Each Committee’s charter, the Corporate Governance Guidelines and the Code of Conduct and Ethics are available on the Partnership’s Investor Relations website at http://ir.cedarfair.com/ and available in print to any unitholder upon request. Each Committee conducts an annual evaluation of its performance, and the Nominating and Corporate Governance Committee annually conducts an evaluation of the Board, its Committees and its Committees.

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The members of the Board and the Committees of the Board on which they serve as of the date of this proxy statement are identified below.Audit Committee

Compensation Committee

Compensation Committee Interlocks and Insider Participation

None of our Directors who served on the Compensation Committee during 2019 were current or former officers or employees of the Partnership or had any relationship with us that would be required to be disclosed by us under applicable related party requirements. There are no interlocking relationships between the Partnership’s executive officers or Directors and the board or compensation committee of another entity.

		*
Debra Smithart-Oglesby		*		*
* Member		** Committee Chair		(1) Board ChairmanCEDAR FAIR, L.P. | 2020 Proxy Statement / 17

The Audit Committee is responsible for appointing and meeting with the Partnership’s independent registered public accounting firm and for assisting the Board in its oversight of the financial statement reporting, internal audit and risk management functions. The Audit Committee met five times in 2016. The Board has determined that each Committee member is financially literate, and Gina D. France and Debra Smithart-Oglesby are the designated financial experts. The Audit Committee’s report is included in this proxy statement.

non-CEO compensation, incentive compensation plans and equity-based compensation based on discussions with and recommendations of the chief executive officer. On an annual basis, the chief executive officer reviews all of his direct reports, including the other named executive officers, and the other executive officers review and make recommendations regarding their direct reports. See “Compensation Discussion and Analysis - Roles of the Board of Directors, the Compensation Committee and Our Chief Executive Officer” for additional detail.

The Nominating and Corporate Governance Committee is responsible for recommending

Director nominees to enhance the BoardNominations Process

The Nominating and for playing a leadership role in shaping the governance of CFMI. TheCorporate Committee considers diversity of experience and background when selecting candidates. The Committee believes candidates for the Board should have the ability to exercise objectivity and independence in making informed business decisions; possess the highest integrity;integrity, as well as extensive knowledge, experience and judgment; maintain loyalty to the interests of the Partnership and its unitholders; and a willingness to devote the extensive time necessary to fulfill a Director’s duties. Although CFMI does not have a formal policy on diversity in the selection of candidates for the Board, the Committee considers diversity in its nominating process, including factors such as education, career and professional experience, independence, skills and personal characteristics, and understanding of and experiences in management, finance and marketing in the Partnership’s industry as well as other industries. The Committee reviews these factors as well as the other qualifications outlined above and strives to create a Board of Directors with a variety of complementary skills

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and experiences, both personal and professional. The Committee conducts appropriate inquiries into the background and qualifications of Board candidates meeting these criteria. In 2016, the Nominating Committee met three times.

The Nominating and Corporate Governance Committee will consider qualified nominees recommended by unitholders for membership on the Board. If a unitholder wishes to recommend an individual for membership on the Board, that recommendation can be sent to the attention of Duffield Milkie, Corporate Secretary, One Cedar Point Drive, Sandusky, Ohio 44870-5259. In addition, limited partners may nominate one or more persons for election or reelection to the Board at an annual meeting in accordance and compliance with the notice, procedural, informational and other requirements of our Partnership Agreement. See “UnitholderUnitholder Proposals and Nominations for the 20182021 Annual Meeting”Meeting for additional information.

Compensation Committee InterlocksBoard Independence

In addition to the independence criteria contained in the NYSE listing standards, the Board has adopted additional standards to determine Director independence. These standards are located in our Corporate Governance Guidelines. The Board has affirmatively determined that current Board members Gina D. France, Daniel J. Hanrahan, D. Scott Olivet, Carlos A. Ruisanchez, John M. Scott, III, Lauri M. Shanahan and Insider ParticipationDebra Smithart-Oglesby, meet the independence criteria of the NYSE listing standards and our Corporate Governance Guidelines. The Board has determined Matthew A. Ouimet and Richard A. Zimmerman are not independent. Mr. Ouimet is a former executive officer of the Partnership, and Mr.  Zimmerman is a current executive officer of the Partnership.

NoneUnitholder Engagement and Communication with the Board

Members of management and the Board practice and encourage ongoing engagement with our unitholders by meeting in person and over the telephone with our unitholders to discuss a broad range of topics, including governance and our compensation programs, and incorporating unitholder feedback throughout the year. As part of our unitholder engagement, during 2019, our management team solicited feedback from our top unitholders regarding corporate governance and executive compensation matters. Additionally, during 2019, management engaged with our unitholders through quarterly earnings calls and other channels of communication.

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The Board also provides a formal process for unitholders and interested parties to send communications directly to the Board, including thenon-employee independent Directors as a group or the presiding Director of such group. Shareholders and other interested parties may send mail communication addressed as follows:

Duffield Milkie, Corporate Secretary

One Cedar Point Drive

Sandusky, Ohio 44870-5259

The correspondence will be forwarded to the Chair of the Nominating and Corporate Governance Committee who served onwill review the Compensationcorrespondence and take action accordingly. We also have a toll-freehot-line that is available to anyone, including unitholders, who wishes to bring a matter to the attention of thenon-employee Directors. The telephone number of thehot-line is800-650-0716. The Audit Committee during 2016 were current or formerof the Board of Directors is charged with reviewing information received and taking appropriate action as necessary.

Corporate Governance Materials

Our Corporate Governance Guidelines, Code of Conduct and Ethics, and the charters of the Board committees provide the framework for the governance of the Partnership.

The Corporate Governance Guidelines cover, among other things, the composition and functions of the Board, the qualifications and responsibilities of directors, director independence, the selection process for new directors, Board committees, compensation of the Board and the responsibilities of the Chairman of the Board.

We have adopted and maintain a Code of Conduct and Ethics that covers all directors, officers orand employees of the Partnership or had any relationshipand its subsidiaries. The Code of Conduct and Ethics requires, among other things, that the directors, officers and employees exhibit and promote the highest standards of honest and ethical conduct; avoid conflicts of interest; comply with us that would be required to be disclosed by us under applicable related party requirements. There are no interlocking relationships betweenlaws, rules and regulations; and otherwise act in the Partnership’s executive officersbest interest.

We intend to post amendments to or Directorswaivers from the Partnership’s Corporate Governance Guidelines and Code of Conduct and Ethics on our Investor Relations website at http://ir.cedarfair.com. No waivers have been made or granted prior to the boarddate of this Proxy Statement.

Availability of Corporate Governance Documents

Our Corporate Governance Guidelines, Code of Conduct and Ethics, and charters of the committees of the Board are available on our Investor Relations website at http://ir.cedarfair.com. A printed copy of each of these documents is available, without charge, by sending a written request to: Cedar Fair L.P., One Cedar Point Drive, Sandusky, Ohio 44870-5259, Attention: Investor Relations, or compensation committee of another entity.by sending an email to investing@cedarfair.com.

Unit Ownership Guidelines

The Board maintains unit ownership guidelines for our chief executive officer and his direct reports. The chief executive officer is required to hold units having a value of at least four times his base salary, and his direct reports are required to hold units with a value of at least two times their base salaries. The chief executive officer’s direct reports currently include the president and chief operating officer, the executive vice president and chief financial officer, the executive vice president and general counsel, the executive vice president and chief marketing officer, the executive vice president and general counsel, the senior vice president of planning & design,human resources and the senior vice president, of human resources.corporate strategy. Executives have five years from the adoption of the guidelines (for current executive officers) and five years from becoming an executive officer (for new executive officers) to gain compliance with the guidelines. The Board reviews compliance with the guidelines annually. As of April 2017,March 25, 2020, the chief executive officer and his direct reports were all in compliance with the guidelines.guidelines or are expected to meet the guidelines in the prescribed time frame. Units held directly or beneficially owned, units held in benefit plans (e.g., in 401(k) accounts), performance units (as if earned at 100% of target), vested and unvested restricted units and phantom units will be counted for purposes of determining compliance with the unit ownership guidelines.

The Board also maintains unit ownership guidelines for the Directors. The guidelines require Directors (excluding the Chief Executive Officer) to accumulate units equal to at least four times the annual cash retainer within four years of January 1, 2011 (for Directors serving on the Board at that date) and within four years of becoming a Director (for new Directors).Director. The Chief Executive Officer is required to maintain ownership consistent with the executive requirements. As of April 2017,March 25, 2020, all directors were in compliance with the guidelines.

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Anti-Hedging Policy

Certain forms of hedging or monetization transactions, such aszero-cost collars and forward sale contracts, allow a director, officer or employee to lock in much of the value of his or her unit holdings, often in exchange for all or part of the potential for upside appreciation in the unit. These transactions allow the director, officer or employee to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the director, officer or employee may no longer have the same objectives as the Company’s other unitholders. Therefore, directors, officers and employees are prohibited from engaging in any such transaction.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes our compensation philosophy and objectives, our methods for determining the elements and mix of executive compensation, and the reasons that we have elected to paydesign our program around these particular elements of compensation. The following summary highlights our 20162019 business results and the impact of those results on our compensation decisions. This information should be read in conjunction with the compensation tables, related narratives, and notes contained later in this proxy statement.

Following the summary is a detailed discussion of our philosophy and practices regarding the compensation awarded to, earned by, and paid to the following individuals, who were our named executive officers for 2016:2019:

Summary

We believe that our compensation design should closely align to our corporate strategy, and that pay should be closely tied to Company and individual performance. To that end, in 2016:2019:

Compensation Philosophy and Objectives

Our compensation program is designed to incentivize our key employees to drive superior results, to give key employees a proprietary and vested interest in our growth and performance, and to enhance our ability to attract and retain exceptional managerial talent upon whom, in large measure, our sustained growth, progress and profitability depend. Our executive compensation structure rewards both successful individual performance and the consolidated operating results of the Company. Our executiveCompany by directly tying compensation programto Company performance and is in large part designed around the achievement of metrics based on Adjusted EBITDA as the key performance objective.

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Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization, othernon-cash items, and adjustments as defined in our current credit agreement. We use Adjusted EBITDA as the basis for our key performance measures because it tracks core operating performance closely, it crosses park operating units, and it is easy to track. Further, Adjusted EBITDA is widely used by analysts, investors and comparable companies to evaluate operating performance in our industry.

Overall our unitholder approved

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Our unitholder-approved incentive plan allows us to provide a mix of compensation that drives our management team to achieve strong annual results as well asand to deliver long termlong-term value for all unitholders. Our compensation structure provides us with the flexibility to evolve our compensation philosophy and program from year to year, as the market, our business or the industry requires.

Company Financial Performance and Long-Term Initiatives

The graphs below illustrate some of the key indicators of the Company’s financial health and performance over the five-year and three-year fiscal period, 2012-2016.periods ended 2019. The 2019 operating results include $42.5 million of net revenues and 705,000 guest visits from the operations of Schlitterbahn Waterpark & Resort New Braunfels and Schlitterbahn Waterpark Galveston both of which were acquired on July 1, 2019.

Cumulative Total Return¹ (294%5-year total return)

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Some of our financial results and other accomplishmentsIn 2019, we achieved for our unitholders in 2016 include the following:

the Adjusted EBITDA achieved in 2018 (Adjusted EBITDA is the key performance objective for our executive compensation program because it tracks core operating performance closely, it crosses park operating units, and it is easy to track; see “Compensation Philosophy and Objectives” section above).

² See Note 5 in Item 6, “Selected Financial Data,” on page 16 of the Company’s Form10-K for fiscal 2016 for additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation from net income.

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YR/YR Core Revenue Metrics

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In November 20162019, we announced that in 2017 our annualizedpaid cash distribution (calculated using the annualized distribution rate upon Board approval in October 2015 and October 2016) would increase 4% to $3.42distributions of $3.71 per limited partner unit, upwhich represented a 3% increase from $3.30cash distributions paid per limited partner unit in 2016.2018.

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Our Pay Governance Reflects Best Practices

We maintain the following compensation and pay governance best practices:

We received strong unitholder support in our 2015 advisory vote on executive compensation, and our management team continued to deliver record results. We believe that our compensation program is structured to best support our continued growth and success, and as a result, the Compensation Committee did not make significant changes to our executive compensation program in 2016.Decisions

Our executive compensation decisions for 20162019 continue to reflect our desire to recognize, incentivize and retain highly-qualified individuals and to align executive compensation with unitholders’ interests by emphasizing performance-based compensation, directly tying compensation to Company performance and increasing insider

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equity ownership. As further explained below, each of our executive compensation decisions for 2016, including our decisions to increase base salary compensation for our executives, enhance long-term and short-term performance-based incentive awards to certain of our named executive officers and to pay our 2016 performance unit awards (if earned) in units, were made to further demonstrate2019 demonstrates our commitment to these goals.

For 2019, at the Compensation Committee’s request, Semler Brossy, our independent executive compensation consulting firm, undertook a broad programmatic review and provided its perspective on our existing program and specific elements, its comparison of our program to our peer group and general market practices, and feedback it obtained from our executive management team and Board members. The Compensation Committee believes the Semler Brossy review confirms the overall alignment of our program with market practices and our other program objectives, and identified certain areas for consideration and potential refinement. The Committee engaged in a further focused review of our goals and payout leverage curves, with additional analysis and input from Semler Brossy around various possible goal-setting frameworks and leverage curve models. As a result, the Committee decided to make some refinements to the payout scales and leverage curves used in our cash and long-term incentive programs to enhance alignment with unitholders by reducing payouts under the program if performance is below target and increasing payout incentives for performance significantly above target. In particular, the threshold level of performance for the cash and long-term incentive programs was increased from 90% and 85% of the Company financial target, respectively, to 93% of the Company financial target. In addition, the maximum opportunity was increased to a payout of 200% of the target award for achieving 107% of the Company financial target. The previous maximum opportunity of 150% payout of the target award for achieving 105% of the Company financial target remains as an additional level between the target and maximum opportunities. We also made some refinements to the individual payout scale and evaluation system that applies to our cash incentive awards in order to enhance how we assess performance of the individual goals. The approved curve adjustments and other refinements are in effect for our executives’ 2019 targeted compensation opportunities and are further discussed below.

In addition to the refinements discussed above, in August 2019, the Compensation Committee approved an adjustment to the performance units granted to our executives in October 2018. Specifically, the Compensation Committee increased the cumulative functional currency Adjusted EBITDA target for the 2019-2021 performance period because the original award target was set before we completed the Schlitterbahn Acquisition and in order to account for the anticipated Adjusted EBITDA impact of the Schlitterbahn Acquisition during 2019-2021. The Compensation Committee did not adjust the Adjusted EBITDA targets for the 2019 cash incentives or the outstanding 2017-2019 or 2018-2020 performance units. Instead, for comparability in assessing final performance achieved against the targets for the 2019 cash incentives and the 2017-2019 performance units, the Compensation Committee excluded results from the properties acquired in the Schlitterbahn Acquisition. Similarly, the Compensation Committee currently anticipates excluding results from the properties acquired in the Schlitterbahn Acquisition from the final performance achieved when it assesses performance against the targets for the 2018-2020 performance units.

Consideration of Last Year’s Advisory Unitholder Vote on Executive Compensation and Approval of the 2016 Omnibus Incentive Plan

At the 20162019 Annual Meeting of Limited Partner Unitholders, approximately 96%93% of the units cast were voted to approve the compensation of the Company’s named executive officers. Unitholders also approved our 2016 Omnibus Incentive Plan with 95% of units cast voting in favor of the adoption of the plan. The Compensation Committee believes that the strong unitholder support for the 2016 Omnibus Incentive Plan and the Company’s pay practices in 2016 were2019 was a clear endorsement of our current performance-based approach focusedand focus on long-term value creation. Therefore, the Compensation Committee has decided generally to continue

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its approach to executive compensation for 20172020 and to maintain our emphasis on performance in the Company’s executive compensation structure. The advisory vote at this Annual Meeting and future advisory votes on executive compensation will serve as an additional tool, along with our unitholder engagement, to inform the Compensation Committee in evaluating the alignment of the Company’s executive compensation programs with the interests of the Company and its unitholders.

Compensation Performance Measures

As discussed above, our executive compensation program is in large part designed around the achievement of metrics based on Adjusted EBITDA as the key performance objective. Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization, othernon-cash items, and adjustments as defined in our current credit agreement. In the compensation context, we use performance goals that compute performance achieved and targets using “functional currency Adjusted EBITDA,” which differs from the Adjusted EBITDA amounts we report in our earnings releases and financial reports because the compensation metricfunctional currency Adjusted EBITDA is calculated

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using the functional currency of the country where the income or loss was earned (i.e., the Canadian dollar for our Canadian operations). We consistently use functional currency in the compensation program and believe it is the most appropriate measurement to determine incentive compensation because it eliminates artificial increases or decreases based solely on currency fluctuations. In addition, for our annual cash plan,incentive awards, the targeted and actual performance calculations are 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. For our 2019 cash incentive and 2017-2019 performance unit payouts, we excluded results from the properties acquired in the Schlitterbahn Acquisition ($15.7 million of Adjusted EBITDA) when computing final performance achieved as discussed under Executive Compensation Decisions above.

While we have historically designed our executive compensation program around the achievement of metrics based on Adjusted EBITDA, the Compensation Committee retains flexibility and periodically considers and may use other metrics. Our 2016 Omnibus Incentive Plan does not limit the performance criteria from which the Committee may choose in structuring awards.

Determining Executive Compensation

We combine the compensation elements discussed below in a manner that we believe will optimize each executive’s contribution to the Company. We recognize and consider many factors in assessing an individual’s value. In general, we work within market-based ranges of base salary commensurate with the executive’s scope of responsibilities and use our cash incentive and unit-based award programs to challenge the executive to achieve superior annual and long-term results for the benefit of the Company and its unitholders. Because a significant portion of this compensation is dependent on performance results, an executive’s actual total compensation can vary considerably if we have a year that exceeds, or fails to meet, expectations. We believe that this is a fair result anddesign appropriately motivates our executives to achieve peak corporate performance over the longnear and longer term. The range of targeted compensation isvaries by position dependent and may reflect how difficult we believe it would be to replace a particular personreflects the unique skills, expertise and his or her skill set.individual contributions of each executive.

Role of the Compensation Consultant

The Compensation Committee engaged Korn Ferry - Hay Group (“Hay Group”),engages an independent executive compensation consulting firm to provide information and advice on competitive practices and trends in our industry, to make recommendations regarding the design of our compensation program and to assist with the annual review of compensation practices and an assessment of the effectiveness of these practices. Hay Group wasThe compensation consultant is retained by and reports directly to the Compensation Committee. Since their engagementCommittee and regularly attends and participates in 2011, Hay Group has participated in almost all Compensation Committee meetingsmeetings.

Semler Brossy has been the Committee’s compensation consultant since 2018 and has performed noadvised on our 2019 executive compensation program. Semler Brossy also assisted with our most recent biannual peer group review, prepared our most recent biannual executive compensation benchmarking study and assisted with a review and comparison of our director compensation practices to market practices throughout 2019. Semler Brossy did not perform any other material services for the Company or for management other than to periodically provide advice and counsel to the Compensation Committee in accordance with the Compensation Committee’s instructions from time to time.

Korn/Ferry Intentional acquired Hay Group, Inc. in December 2015. We have periodically engaged Korn/Ferry to assist us with director and executive searches and executive coaching and leadership development since 2011. Korn/Ferry provided such services to us in 2016 and Hay Group or its affiliates received $37,700 in fees related to executive and director compensation, and $315,600 in fees for these additional services in 2016.instructions. The Compensation Committee recommended and engaged Korn/Ferry for these additional services.may in the future rotate or select other compensation consultants to provide information or advice on our compensation programs fromtime-to-time.

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Compensation Consultant Conflicts Assessment

In February 2016 and February 2017, theThe Compensation Committee assessed the independence of the compensation consultantSemler Brossy in February 2019 and February 2020 in accordance with the Securities and Exchange Commission (“SEC”) rules and concluded that the compensation consultant’sSemler Brossy’s work for the Compensation Committee does not raisepresent any conflicts of interest.

In accordance with applicable SEC rules, the Committee took certain factors, which it believes may affect the independence of a compensation consultant, into consideration when selecting Hay Group.Semler Brossy. In particular, at its February 2016 meeting, the Committee discussed:considered: (i) whether any other services had been or were being provided by Hay GroupSemler Brossy to the Company, (ii) the amount of fees paid by the Company to Hay GroupSemler Brossy as a percent of Hay Group’sSemler Brossy’s total

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revenues, (iii) Hay Group’sSemler Brossy’s policies and procedures designed to prevent conflicts, a copy of which was provided to the Committee, (iv) Hay Group’sSemler Brossy’s ownership of Company units, and (v) any business or personal relationships between Hay GroupSemler Brossy and any Committee members or the Company’s executive officers. Following the consideration of these factors, the Committee determined that Hay GroupSemler Brossy is independent.

2016 Peer Group and Peer Group Review

Compensation information from our peer group and broader industry surveys is one factor and reference point that the Compensation Committee considers in the executive compensation decision-making process. OurThe Compensation Committee reviews the established peer group periodically, and undertook a peer group review in 2019 with the assistance of Semler Brossy. Following that review, we updated our peer group to remove three acquired companies (The Finish Line, Inc., Pinnacle Entertainment, Inc. and Regal Entertainment Group) and companies that did not meet certain qualitative criteria (The Buckle, Inc., DSW, Inc. and Marriott Vacations Worldwide Corporation). We also added five new companies to the group to replace the companies that we removed (Boyd Gaming Corporation, Churchill Downs Incorporated, Cracker Barrel Old Country Store, Inc., Eldorado Resorts, Inc. and Wyndham Hotels & Resorts, Inc.). Our updated peer group, which was approved by the Compensation Committee in 2019, was used for these purposes includedthe benchmarking study that Semler Brossy conducted in 2019 in advance of decisions regarding targeted compensation for 2020 and includes the following companies when we were setting 2016 compensation:companies:

These peer group members were selected in a thorough review process, in consultation with Hay Group,Semler Brossy, that focused on the peer group we previously had in place, major business changes with respect to the peer group companies and potential companies to add. In establishing and updating our compensation peer group, we focus on U.S. publicly traded companies with a significant focus onin family-oriented leisure, recreation and entertainment, with similar business models and markets to ours, with annual revenues between 1/23 to 2 1/2 times our revenues, and with a market capitalization and/or employee count comparable to ours. We also look at certain qualitative factors including family-oriented, seasonality, entertainment focus, multiple sources of revenues and meaningful capital investment. The goal was for peer group companies to meet the majority of these qualitative criteria in addition to the quantitative criteria. The Compensation Committee believes this peer group metmeets this goal, achievedachieves the desired level of balance among the peer group companies in terms of revenues and market capitalization and provided the bestprovides a solid indicator of the executive compensation practices for businesses our size and in our industry.

The Compensation Committee reviews the peer group periodically, with the goal of reviewing it at least biannually, and undertook a peer group review in 2015 with the assistance of Hay Group. The Hay Group review included industry and size data for each of the current peer group companies and observations on the most notable business changes with respect to those companies. Hay Group did not recommend any changes to our peer group in connection with the 2015 review process. The group was considered to have an appropriate number of companies, good leisure and facilities exposure and related sectors and was not viewed to have any aspirational peers. Accordingly, the Compensation Committee approved the above listed group of companies as the peer group for use in its ongoing compensation decisions. However, given that we updated the peer group after we set executives’ targeted compensation and award opportunities for 2019, the peer group in effect when we determined 2019 compensation opportunities was the previous group that the Compensation Committee approved in 2017 after a similar review process.

Market Analysis

The Compensation Committee also periodically requests Hay Group tothat the compensation consultant analyze the compensation of our executives relative to that of executives in similar positions at our peer companies and/or survey data, and generally requests Hay Groupthe compensation consultant to compile that information at least biannually. While we review this peer group

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compensation information in our decision-making process, the information is one data point and the Committee exercises judgment and discretion when setting compensation levels. Our executive compensation program is more heavily weighted toward performance-based compensation, and our general objective is to provide base salaries within a competitive range at or near the 50th percentile of our survey data and peer group (where available for certain positions) and to provide total direct compensation opportunities that are between the

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50th and 75th percentiles of our peer group and aligned with comparable survey data, subject to other individual considerations. Other factors we consider in setting compensation include: recent and projected Company performance, growth and returns to unitholders, the significant industry expertise of the team, recent individual performance, individual performance expectations, survey data, general industry practices, general economic conditions, internal equity, retention and retention goals.recruiting goals and transitioning of compensation in connection with leadership succession. The Committee does not rely on any single factor as a substitute for its own judgment in making compensation decisions, but instead applies its independent discretion and judgment in considering them in their entirety.

Following the review and confirmationupdate of the peer group in 2015,2019, the Compensation Committee requested that Hay GroupSemler Brossy prepare an updated benchmarking study to assess the competitiveness of our executive compensation levels. The Hay GroupSemler Brossy review was completed in September 2015,August 2019, and covered all components of target total direct compensation, including levels of base salary, target total cash compensation (i.e., base salary plus target bonus) and target long-term incentive compensation. The Hay GroupSemler Brossy study looked at proxy data from our peer group companies and at data based on a general industry survey.Equilar Top 25 Executive Compensation Survey data. The Compensation Committee reviewedbelieves the Hay GroupSemler Brossy analysis and determinedfurther confirms that our executives are compensated fairly and that executive base salaries and target total direct compensation in the aggregate, are aligned withprogram is appropriately designed to achieve our general objectives. This updated peer and survey analysis provided context for and was one of the factors impacting some of the adjustments that we putconsidered in placeour compensation decisions for 2016.2020.

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

Although our Board makes the final compensation decisions for the named executive officers, the process of determining compensation is a collaborative one between the Board, Compensation Committee and the chief executive officer. Our chief executive officer dedicates time annually to formally review all of his direct reports, including the other named executive officers. He reviews each individual against budget targets and achievement of individual performance objectives established before the operating season begins (where applicable) and he makes recommendations to the Compensation Committee regarding the compensation of each individual. The Compensation Committee then, in consultation with the independent compensation consultant, makes compensation determinations and adjustments to the chief executive officer’s recommendations when determined to be appropriate in accordance with the applicable compensation plans and in turn reports its recommendations to the Board for its approval. Decisions regarding the chief executive officer’s compensation are made by the Compensation Committee, together with the Board of Directors, based upon its review of his performance and the Company’s performance.relative to agreed objectives.

The Board reviews compensation matters after the seasonal parks have closedconclusion of the peak season and significant financial results for the season are available. The chief executive officer completes his evaluations of the other named executive officers’ performance against their established targets and achievement of their individual performance objectives and based upon that determination, prepares calculations with respect to cash incentive payouts and equity compensation awards for the current year, as well as recommendations for compensation adjustments for the coming year. The chief executive officer generally presents this report to the Compensation Committee and to the Board in October, and provides a final review in February of the subsequent year when financial results have been finalized and final review of the achievement of individual goals has been completed. Based on Company performance, park performance and individual performance, the Compensation Committee makes final calculations with regard to cash incentive and equity compensation award payouts, subject to Board approval and final audited results.

During 2015, the Company successfully streamlined its budgeting process, which allowed for earlier and enhanced visibility into expectations for future results and forecasts. As a result, the Company now makes

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related decisions regarding matters such as establishing long-term performance targets and equity-based performance awards on a more synchronized basis, with the Compensation Committee and Board able to make grants for 2017 targeted compensation at the October 2016 meeting. This allows us to coordinate and handle all compensation-related adjustments and grants at the same time and resulted in 2017 targeted compensation being included in certain of our compensation tables below. The performance period and restricted unit vesting schedule for the October 2016 awards are the same as they would have been had the awards been made in February 2017. We plan to make equity-based long-term incentive grants for 2018 in October 2017.

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Elements of 20162019 Executive Compensation

Overview

Our executive compensation program is designed around total direct compensation --- that is, the combination of base salary, annual cash incentive awards and long-term incentive compensation. In setting the appropriate level of targeted total direct compensation, the Compensation Committee seeks to establish each compensation element at a level that both is both competitive and will attract and motivate top talent, while keeping the overall pay levels aligned with unitholders’ interests and the executives’ job responsibilities.

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The following table sets forth each element of our executive compensation program and the principal objectives of that element:

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We seek to balance the compensation for each executive among the above elements in a manner designed to achieve our overall compensation objectives. In setting cash incentive and equity incentive components of compensation for each executive, we look to the relationship of those components to the executive’s salary and consider the total direct compensation that is represented by salary, cash incentive awards and unit-based awards. The mix of compensation and relative levels of each element is position dependent and may varyyear-to-year.year-to-year, including in connection with promotions and leadership transitions.

Compensation Mix - 20162019

As noted above, weWe did not make significant changes to our executive compensation program for 2016.2019, other than to modify the payout scale of the Company performance-based portion of the annual incentive plan and the long-term performance-based awards. We also made some enhancements to the cash incentive awards’ individual payout scale and evaluation system. See “Cash Incentive Awards” and “2019-2021 Performance Unit Awards” within this section below andCompensation Discussion and Analysis - Summary above. Our program continued to be focused aroundfocus on total targeted direct compensation, and we retained the 60%/40% weighting of performance-based and time-based unit awards in the long-term incentive portion of our program. We gaveprovided merit-based base salary raises to each of

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our named executive officers, which flowed through their mix of compensation opportunities for the year. ForThe compensation opportunities for each of our executives reflect a mix similar to their 2018 mix, with an increased short-term incentive award opportunity for Mr. Witherow and Ms. Semmelroth, we increased their base salaries for 2016 by more than 10%, recognizing additional responsibilities taken on in key areas for our Company and the fact that they have demonstrated a strong record of achievement since assuming their executive roles. Based on that growth and development, we determined it was appropriate to place them at a higher point within our targeted percentile range. We also enhanced the incentive compensation componentZimmerman as part of the further transitioning of his CEO compensation. As a result, total compensation packages for our CFO and Executive Vice President and Chief Marketing Officer positions through percentage-based increases to incentive opportunities to better align their targeted compensation opportunities with our established range for total directwere biased towards performance-based compensation. The annualized base salaries and targeted direct compensation percentages for our named executive officers for 20152018 and 20162019 are indicated below:

				Ouimet				Witherow				Zimmerman				Milkie				Semmelroth
				2015		2016		2015		2016		2015		2016		2015		2016		2015		2016
		Base Salary		$927,000		$955,000		$416,000		$475,000		$550,000		$567,000		$368,000		$379,000		$294,000		$325,000
		Salary		17%		17%		29%		26%		25%		25%		36%		36%		35%		32%
		Target Cash Incentive		21%		21%		29%		26%		25%		25%		27%		27%		30%		32%
		Restricted Units		25%		25%		17%		19%		20%		20%		15%		15%		14%		14%
		Performance Units		37%		37%		25%		29%		30%		30%		22%		22%		21%		22%

		Zimmerman				Witherow				Fisher				Milkie				Semmelroth
		2018		2019		2018		2019		2018		2019		2018		2019		2018		2019
Salary		20%		20%		26%		26%		25%		25%		30%		30%		31%		31%
Target Cash Incentive		23%		25%		26%		26%		25%		25%		30%		30%		31%		31%
Restricted Units		23%		22%		19%		19%		20%		20%		16%		16%		15%		15%
Performance Units		34%		33%		29%		29%		30%		30%		24%		24%		23%		23%

The equity portion of targeted total direct compensation opportunities for 2018 and 2019 were granted in October 2017 and October 2018, respectively (except for Mr. Fisher who was granted his 2018 equity in December 2017 upon his hiring).

The graphic below illustrates the 20162019 targeted total direct compensation mix for Mr. Ouimet.Zimmerman. This chart does not include the value of Mr. Ouimet’s October 2016Zimmerman’s 2020 restricted units or his 2017-2019granted in 2019 and 2020-2022 performance unit awardawards because we view those awards as part of Mr. Ouimet’sZimmerman’s targeted total direct compensation opportunity for 2017.2020. See “Targeted 2020 Long-Term Incentive Compensation” below for further information.

 

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---

The graphics that follow illustrate the 20162019 targeted total direct compensation mix for our CFO and COO and the 20162019 targeted total direct compensation mix for our Executive Vice President and General Counsel and our Executive Vice President and Chief Marketing Officer. As with Mr. Ouimet’s chart, theseThese exclude the value of the executives’ October 20162020 restricted units granted in 2019 and 2017-20192020-2022 performance unit awards, which we view as part of targeted total direct compensation for 2017.2020.

 

Compensation Mix - 2017

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Base Salary

We pay base salaries to provide a fixed amount of compensation that is not subject to performance-related risk commensurate with the executive’s scope of responsibilities, performance, current compensation levels, tenure with the Company and other experience. We do not consider the earnings of prior long-term incentive awards or retirement plans when determining base salary compensation, as awards earned in prior years were earned for prior performance, and we do not believe they should be a factor in current compensation. Base salaries may be reviewed and adjusted from time to time, subject to the terms of applicable employment agreements. Based on the factors identified above, the Board, or the Compensation Committee, as the case may be, reviews and may adjust the base salary for each of the named executive officers on an annual basis, and in connection with promotions or a substantial change in responsibilities.responsibilities or as otherwise deemed appropriate. See “NarrativeNarrative to Summary Compensation and Grants of Plan Based Awards Tables - Employment Agreements”Agreements for additional information on the terms of the employment agreements.

The base salary for each named executive officer falls within a range, when considered together with the other elements of compensation, that the chief executive officer and Compensation Committee believe is appropriate on an individual basis. In reviewing the named executive officer’s salary, the Compensation Committee generally considers, among other things:

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In light of such considerations, Mr. Zimmerman’s base salary was further adjusted for 2019 as part of the transitioning of his CEO compensation. Messrs. Ouimet, ZimmermanWitherow, Fisher and Milkie and Ms. Semmelroth each received three percent merit2% increases for 2016, among other things, to recognize continued success in their executive roleseffort and to reward their contributions to the executive’s contributionCompany’s performance, particularly in the latter half of 2018, including contributing to a sixth-straight record year of Adjusted EBITDA in 2015. Mr. Witherow’s and Ms. Semmelroth’s baselowering planned operating expenses. Base salaries were significantly adjusted for 2016 to acknowledge the substantial growth in their personal impact on the Company. Base salaries have been further adjusted for 20172020 following a similar review process.process; see “Elements of 2020 Executive Compensation” for additional information. The annualized base salaries for our named executive officers for 20162018, 2019 and 20172020 are indicated below:

Cash Incentive ProgramAwards

Our annual cash incentive awards provide a component of compensation that is contingent on the achievement of annual performance objectives and isare designed to reward achievement of annual financial and operational goals. The performance objectives and percentage of base salary that may be earned as a cash incentive are determined for each named executive officer and generally are approved by the Compensation Committee by March of the applicable year, unless revised during the negotiation of anotherwise provided in a written employment agreement. The performance objectives may be individualizedvary for each position and individual, may be expressed in multiple measures of performance, including individual, business unit, management unit and Company performance, and may be weighted differently between positions and individuals.

Since 2012,For a number of years, the Compensation Committee and the Board have used a short-term cash incentive award program that includes both individual performance goals and Company performance goals, and that requires that awards not be paid out if Company financial performance falls below a threshold level. For 2016,2019, 85% of the target cash incentive awards for our named executive officers were based on a target of $502.3$519.9 million consolidated functional currency Adjusted EBITDA before incentive compensation expense for the year; see “Compensation Compensation

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Discussion and Analysis - Compensation Performance Measures”Measures andCompensation Discussion and Analysis - Summary - Executive Compensation Decisions above for an explanation of how we compute this measure. The remaining 15% of the target awards were based on the achievement of individual performance goals.

Payouts of the Company performance-based portion of the award were based on specified threshold, target and maximum levels of performance as compared to the targeted level of performance and were interpolated for performance between those levels. Payouts of the Company performance-based portion of the 20162019 cash awards were calculated at the following scale (with amounts interpolated between the various levels):