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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.  )
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
Six Flags Entertainment Corporation
(Name of Registrant as Specified In Its Charter)
 
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TABLE OF CONTENTS

March [■], 20212022
Dear Fellow Stockholders:
This past year has been exceptionally challenging as the world contends with a pandemic that has upended all our lives. We are grateful for the first responders who keep us safe and for those who provide the basic services that we all count on every day. We are proud that Six Flags has been able to make a difference in the communities we serve by hosting vaccination sites and testing locations, as well as by donating to food banks for those in need. Our talented team members demonstrated their dedication, perseverance, and resilience as they found ways to entertain millions of guests by operating our parks at the highest levels of safety and cleanliness. In so doing, they helped families and friends connect, lifted morale, and made our guests’ days brighter during a difficult time.
While 2020 had its challenges, it also encouraged us to reflect on our purpose and on our core values. We know our guests continue to want to ride our thrilling roller coasters and eat our delicious funnel cakes, making memories with family and friends that will last a lifetime—they just want the process to be easier. Therefore, we have embarked upon a transformation agenda to modernize the guest experience and to operate more efficiently by leveraging technology in every aspect of what we do. Throughout 2020, we made significant progress on this agenda. We continue to take strategic steps in running our parks to best position them for future growth. We are today evolving, growing, and reinventing ourselves by constantly challenging the status quo, being visionary in our thinking, and taking bold, smart moves. We see tremendous opportunity to create even more innovative and differentiated park experiences for our guests.
Our strategy focuses on strengthening our core business in order to drive long-term profitable growth and represents an evolution of the Company’s strategy rather than a departure from it. We will be doing many of the same things we did in the past, but we will endeavor to do them better. Above all, our future actions will prioritize building a guest-centric culture. We are building an inclusive, agile, and capable team that understands the importance of accountability and transparency as we seek to build financial excellence. The key performance indicators we will use to measure the success of our strategy will be attendance, revenue, operating expense ratio, and Adjusted EBITDA. This updated operating approach and strategic direction is discussed in greater detail in our 2020 Annual Report.
Our strategy is to create thrilling, memorable experiences within our portfolio of regional theme parks, delivered by a diverse and empowered team, through industry-leading technology. Our company’s portfolio of parks and rides, our enduring brand, and our dedicated and talented team of employees will help us grow our core business. We participate in a healthy and growing industry and provide experiences that we believe other forms of entertainment simply cannot replicate. We have a globally recognized brand, yet each of our parks has a unique identity. Our team members are passionate about Six Flags and enriching our guests’ experiences in our parks. Our guests are proud that Six Flags is a part of their communities. We offer our guests thrills in an outdoor setting, in a friendly, clean and safe environment, where memories are created.
The Board of Directors is extremely proud of Six Flags’ perseverance through the ongoing pandemic and the company’s delivery of improved financial results in 2021. We are encouraged by the increased spending in the parks and demand for our season pass products. However, we have many opportunities to improve our performance. To accomplish this, we are resetting our culture, organization, strategy, and operational priorities.
■Culture: Execute better and faster by creating an agile, performance-oriented culture.
■Organization: Change our organizational mindset so that a streamlined corporate office exists to support our parks, and our park presidents have the autonomy and incentives to act as owners.
■Strategy: Provide a premium experience and charge prices that are in-line with the value we deliver.
■Operational priorities: Improve the guest experience through initiatives such as greater ride efficiency and convenience, employee friendliness, park cleanliness, better quality food, new amenities, and guest-facing technology, starting with our mobile app.
Through premiumization, we are focusing on guests who are willing to pay for a premium experience, which will lessen the crowding of our parks, reducing pressure on operations and elevating the guest experience. Our visiongoal is to belead the preferred regional destination for entertainment,industry in innovation, and to do that we are investing in our parks and our mission is to create funtechnology systems. We have ample ride capacity in our parks, so we are deploying capital and thrilling memoriesresources into guest-facing technology, food service equipment, and other park infrastructure improvements for all. Our core values prioritize safety and thea higher guest experience and drive accountability throughout the organization. impact with a lower cost than adding new rides. Once we have funded our growth priorities, our next near-term capital allocation priority will be to pay down debt.
We are committedproud to prioritizinghave been named by Forbes Magazine as one of “The Best Employers for Women in 2021.” We are recommitting to advancing diversity, equity and inclusion, and actively working to listen, hear and understand each other. We are also strengthening our strategy to recruit, retain and promote diverse candidates within the guest at every decision pointSix Flags family. Our people are truly the heart and to making investments insoul of our technology and people that will underpin the guest experience to keep our guests front and center. Together with our new strategic direction, we believe these investments will ultimately drive enhanced long-term value for our stakeholders.amazing brand.
OurThe Board of Directors is committed to a governance framework that serves the long-term interests of our stakeholders, one that includes a process of director refreshment, diversification, andfocuses on diversity, active engagement with investors, and one that involves active engagement and oversight of the company’s strategy, execution of business objectives, leadership, and risk management. We have implementedtied a numbersignificant portion of governance enhancements this year, including a strong renewed commitmentCEO compensation to Environmental, Social and Corporate Governance principles and reporting,(ESG) goals, as further discussed in the accompanying proxy statement. We will continuously improvestatement, and we are committed to incorporating stronger ESG initiatives throughout our processescompany to best serve you.all of our stakeholders.
We are emerging stronger from the pandemic with a clearer strategic framework: a stronger team, stronger brand, stronger business model and, most importantly, a stronger culture. On behalf of the directors, officers and employees of Six Flags Entertainment Corporation, Iwe would like to express our appreciation for your continued investment and support. The health and safety of all our stakeholders, including you, our stockholders, remain paramount, and weWe are dedicated to aligning management with the best long-term interests of stakeholders and operating the company in a sustainable and inclusive way.
Sincerely,
 
​​
Sincerely,
​​

​​
Selim Bassoul
Michael Spanos
President and Chief Executive Officer
​​

TABLE OF CONTENTS

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

NOTICE OF 2021 ANNUAL MEETING OF
STOCKHOLDERS
Date and Time
May 5, 2021
2:00 p.m. Central Time
Virtual Meeting
Via webcast,
www.virtualshareholdermeeting.com/SIX2021
 
Instructions for accessingNOTICE OF 2022 ANNUAL MEETING OF
STOCKHOLDERS
Date and Time
Wednesday, May 11, 2022
2:00 p.m. Central Time
Place
Six Flags Entertainment Corporation
Corporate Headquarters
Choctaw Stadium
1000 Ballpark Way
Arlington, TX 76011
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YOUR VOTE IS IMPORTANT
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You do not need to attend the virtual meeting are more fully describedAnnual Meeting to vote if you submit your proxy in the accompanyingadvance. Please exercise your stockholder right to vote as follows:
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Online at www.proxyvote.com
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​

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Mail your signed proxy statement.card
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YOUR VOTE IS IMPORTANT
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You do not need to attend the Annual Meeting to vote if you submit your proxy in advance. Please exercise your stockholder right to vote by:
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​Call 1-800-690-6903Before the Annual Meeting by visiting www.proxyvote.com
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During the Annual Meeting by visiting www.virtualshareholdermeeting.com/ SIX2021
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​Mailing your signed proxy card
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​Calling 1-800-690-6903
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Items of Business
(1)
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Election of 7 nominees named in the proxy statement as directors
(2)
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Advisory vote to approve executive compensation
(3)
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Approve amendments to Restated Certificate of Incorporation to eliminate supermajority voting provision
(4)
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Approve amendments to Restated Certificate of Incorporation to allow stockholder action by written consent
(5)
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Advisory vote to ratify the appointment of KPMG LLP as independent registered public accounting firm for fiscal 2021
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Board Recommendation
Stockholders will also transact1.
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Elect the 6 director nominees named in the proxy statement
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FOR
each director nominee
2.
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Vote on an advisory resolution to approve executive compensation
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FOR
3.
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Vote on amendment to Amended and Restated Certificate of Incorporation to eliminate supermajority voting requirement to amend Bylaws
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FOR
4.
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Ratify the appointment of KPMG LLP as independent registered public accounting firm for 2022
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FOR
5.
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Transact such other business as may properly come before the Annual Meeting.Meeting
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Eligibility to Vote
Only stockholders of record at the close of business on the record date, March 16, 2022, are entitled to receive notice of and to vote at the Annual Meeting or any adjournments or postponements thereof.
By Order of the Board of Directors,
DANIELLE J. BERNTHAL
Corporate Secretary
Arlington, Texas
March [•], 2022
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​​
Important Notice Regarding Internet Availability of Proxy Materials for
Annual Meeting of Stockholders to be Held on May 11, 2022
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​
​​
The Boardproxy statement and annual report for the fiscal year ended January 2, 2022 are available at www.proxyvote.com. The Notice of Internet Availability of Proxy Materials and the proxy statement are being distributed and made available on or about March [•], 2022.
​

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TABLE OF CONTENTS
Proxy Summary
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1
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Corporate Governance
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7
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2021 Non-Employee Director Compensation
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24
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Proposal 1: Election of Directors recommends a vote FOR each
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28
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Audit Committee Report
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33
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Compensation Discussion and Analysis
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34
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Compensation Committee Report
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50
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Compensation Committee Interlocks and Insider Participation
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50
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Compensation Policies and Risk Management Practices
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50
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Executive Compensation
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51
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2021 Summary Compensation Table
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51
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2021 Grants of Plan-Based Awards
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52
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2021 Outstanding Equity Awards at Fiscal
Year-End
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53
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2021 Option Exercises and Stock Vested
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53
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Fiscal 2021 Non-Qualified Deferred
Compensation
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54
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Description of Employment Agreements
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54
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Potential Payments upon Termination
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55
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Description of Separation Agreements and Payments Pursuant to Employment Agreements
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58
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CEO Pay Ratio
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59
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Transactions with Related Persons
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60
Proposal 2: Advisory Vote to Approve Executive Compensation
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61
Proposal 3: Approval of Amendment to Amended and Restated Charter to Eliminate Supermajority Voting Requirement to Amend Bylaws
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62
Proposal 4: Advisory Vote to Ratify Independent Registered Public Accounting Firm
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64
Audit, Audit-Related, and Tax Fees
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65
Security Ownership of Certain Beneficial Owners and Management
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66
General Information About the Annual Meeting
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68
2023 Stockholder Proposals
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72
Other Matters
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72
Appendix
​​
A-1

TABLE OF CONTENTS

PROXY SUMMARY
The following summary highlights information contained elsewhere in this Proxy Statement. It does not contain all the information that you should consider. Please read the entire Proxy Statement carefully before voting.
2022 Annual Meeting of Stockholders
​
Date and Time
​​
Wednesday, May 11, 2022 at 2:00 p.m. Central Time
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Place
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​Six Flags Entertainment Corporation Headquarters, Choctaw Stadium, 1000 Ballpark Way, Arlington, TX 76011
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Record Date
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March 16, 2022
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Voting
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Holders of common stock as of the proposals presentedRecord Date are entitled to vote. Vote online at www.proxyvote.com; by calling 1-800-690-6903; by completing and mailing your proxy card; or in the proxy statement.
Adjournments and Postponements
Any action on the items of business described above may be consideredperson at the Annual Meeting at
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Voting Matters
Board Recommendation
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Proposal
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FOR
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1
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Elect the time6 director nominees named in this Proxy Statement
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each nominee
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2
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Vote on an advisory resolution to approve executive compensation
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3
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Vote on amendment to Amended and onRestated Certificate of Incorporation to eliminate supermajority voting requirement to amend Bylaws
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4
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Ratify the date specified above or at any timeappointment of KPMG LLP as independent registered public accounting firm for 2022
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Recent Management Changes (page 34)
The Company experienced a number of recent executive management changes:
■In November 2021, the Company and dateMr. Spanos entered into an agreement, pursuant to which the Annual Meeting may be properly adjourned or postponed.
Eligibility to Vote
You are entitled to vote only if you wereMr. Spanos stepped down as CEO and resigned as a stockholder of Six Flags Entertainment Corporation asmember of the close of business onBoard.
■The Company appointed Mr. Bassoul as its CEO in November 2021. Mr. Bassoul previously served as the record date, March 10, 2021.
By OrderCompany’s Non-Executive Chairman of the Board since February 2021. Also in November 2021, Mr. Baldanza was appointed Non-Executive Chairman of Directors,
DANIELLE J. BERNTHAL
Corporate Secretary
Arlington, Texas
March [■], 2021
​
Important Notice Regarding Internet Availability of Proxy Materials for
Annual Meeting of Stockholders to be Held on May 5, 2021
​
​
The proxy statement and annual report for the fiscal year ended December 31, 2020 are available at www.proxyvote.com. The Notice of Internet Availability of Proxy Materials and the proxy statement are being distributed and made available on or about March [■], 2021.
​the Board.

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TABLE OF CONTENTS
Proxy Summary
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1
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Corporate Governance
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5
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2020 Non-Employee Director Compensation
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19
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Proposal 1: Election of Directors
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23
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Audit Committee Report
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28
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Compensation Discussion and Analysis
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29
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Compensation Committee Report
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44
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Compensation Committee Interlocks and Insider Participation
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44
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Compensation Policies and Risk Management Practices
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44
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Executive Compensation
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45
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2020 Summary Compensation Table
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45
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2020 Grants of Plan-Based Awards
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46
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2020 Outstanding Equity Awards at Fiscal Year-End
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47
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2020 Option Exercises and Stock Vested
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48
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Fiscal 2020 Non-Qualified Deferred Compensation
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49
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Description of Employment Agreements of Named Executive Officers
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49
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Potential Payments Upon Termination
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50
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CEO Pay Ratio
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53
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■In December 2021, the Company eliminated the role Chief Administrative Officer and in connection with the eliminated role, Ms. Doerre departed her role as General Counsel and Chief Administrative Officer.
■
Transactions with Related Persons
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55
Proposal 2: Advisory Vote to Approve Executive Compensation
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56
Proposal 3: Approval of Amendments to Restated Certificate of Incorporation to Eliminate Supermajority Voting Provision
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57
Proposal 4: Approval of Amendments to Restated Certificate of Incorporation to Allow Stockholder Action by Written Consent
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58
Proposal 5: Advisory Vote to Ratify Independent Registered Public Accounting Firm
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60
Audit, Audit-Related, and Tax Fees
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61
Security Ownership of Certain Beneficial Owners and Management
​​
62
General Information About the Annual Meeting
​​
64
2022 Stockholder Proposals
​​
68
Other Matters
​​
68
Appendix
​​
A-1

TABLE OF CONTENTS

PROXY SUMMARY
The following summary highlights information contained elsewhere in this Proxy Statement. It does not contain allIn February 2022, Mr. Reddy notified the information that you should consider. Please read the entire Proxy Statement carefully before voting.
2021 Annual MeetingCompany of Stockholders
​
Date and Time:
​​
May 5, 2021 at 2:00 p.m. Central Time
​
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Location:
​​
Virtually, via webcast, www.virtualshareholdermeeting.com/SIX2021
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Record Date:
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March 10, 2021
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Voting:
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​Before the meeting by visiting www.proxyvote.com or during the meeting by visiting www.virtualshareholdermeeting.com/SIX2021; by calling 1-800-690-6903; or by completing and mailing your proxy card
​
Voting Matters
Board Recommendation
​
Business Items
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FOR
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Item 1.
​​
Election of 7 Nominees Named in the Proxy Statement as Directors
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✔
each nominee
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Item 2.
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Advisory Vote to Approve Executive Compensation
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✔
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Item 3.
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Approve Amendments to Restated Certificate of Incorporation to Eliminate Supermajority Voting Provision
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✔
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Item 4.
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Approve Amendments to Restated Certificate of Incorporation to Allow Stockholder Action by Written Consent
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✔
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Item 5.
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Advisory Vote to Ratify Appointment of KPMG LLP as Independent Registered Public Accounting Firm for fiscal 2021
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✔
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Corporate Governance Highlights (page 5)
The corporate governance practices of Six Flags Entertainment Corporation (the “Company”) serve the interest of stockholders and emphasize integrity, ethics, andhis decision to resign as CFO effective risk oversight.
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Recent Enhancements:
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■
Brought on five new independent directors in 2020 and increased ethnic and gender diversity; most recent two directors were identified through an extensive search conducted by an independent search firmMarch 27, 2022.
■
Nominating an additional new independent director in 2021
■Adopted resignation policy for directors who do not receive a majority of votes cast in uncontested elections
■Submitted Company proposal to remove supermajority voting requirement to amend Bylaws
■Submitted Company proposal to allow stockholders to act by written consent
■Increased commitment to ESG principles and reporting; amended Audit Committee charter to specify ESG oversight
■Enhanced oversight of corporate culture and human capital management
 2021
  2022 Proxy Statement | 1

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PROXY SUMMARY
Corporate Governance Highlights (page 7)
The corporate governance practices of the Company serve the interest of stockholders and emphasize integrity, ethics, and effective risk oversight.
​
Recent Enhancements:
​​
​
■Recent Board refreshment, with a key focus on increasing racial, ethnic and gender diversity
■
Adopted Chair rotation guidelines and mandatory retirement age for directors
■Stockholders right to act by written consent approved by stockholders in 2021
■Submitted Company proposal to remove supermajority voting requirement to amend Bylaws
■Increased commitment to ESG principles and reporting
■Enhanced oversight of corporate culture and human capital management
■Conducted a thorough pay integrity analysis that confirmed no pay disparity by race/ethnicity or gender
■Refreshed Corporate Governance Guidelines and committee charters
■Adopted updated committee charters, related party transactions policy, anti-corruption policy and securities trading policy
■Implemented a code of vendor conduct that Company suppliers are required to comply with
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Other significant corporate governance practices include:Key Corporate Governance Practices:
■Wholly independent Board, except CEO
■Independent Chair of the Board
■Proxy access right for stockholders
■Annual election of all directors
■Stock ownership requirements for directors and senior executives
■Active stockholder engagement
■Audit Committee comprised of majority Audit Committee Financial Experts​​
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■Independent Chair and Board (other than CEO)
■Proxy access right for stockholders
■Annual election of all directors
■Stock ownership requirements for directors and senior executives
■Active stockholder engagement
■Board diversity
■Regular executive sessions of independent directors
■Director overboarding policy
■Annual Board and committee self-evaluations
Director Nominees (page 19)
The Company’s director nominees are highly qualified, proven leaders who provide thoughtful and independent representation of stockholder interests:
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Name
​​
Age
​​
Gender
​​
Director
Since
​​
Independent
​​
Other Public
Company Boards
​​
Audit
Committee
​​
Compensation
Committee
​​
Nominating
and
Corporate
Governance
Committee
​
​
Ben Baldanza♦
​​
59
​​
M
​​
2020
​​
✔
​​
1
​​

 
​​

 
​​

 
​
​
Selim Bassoul♦
Non-Executive Chairman
​​
64
​​
M
​​
2020
​​
✔
​​
0
​​

 
​​
​​

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

 
​​

 
​​
​
​
Enrique Ramirez♦
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49
​​
M
​​
2020
​​
✔
​​
0
​​

 
​​

 
​​
​
​
Arik Ruchim
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40
​​
M
​​
2020
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✔
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1
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​​

 
​​

 
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Michael Spanos
President and CEO
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56
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M
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2019
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0
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♦
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Audit Committee Financial Expert
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Audit Committee
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Compensation Committee
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Nominating and Corporate Governance Committee
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C
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Committee Chair
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*
​​
It is anticipated that, following her election, Ms. Clark will serve on the Audit Committee and the Nominating and Corporate Governance Committee.
​
2 |   2021 Proxy Statement

TABLE OF CONTENTS

PROXY SUMMARY
DIRECTOR SKILLS AND QUALIFICATIONS
The Company’s director nominees have a mix of skills and qualifications that provides the Board with the variety and depth of knowledge necessary for effective oversight of the Company and will help the Company reinvigorate growth:

Executive Compensation Highlights
The Company’s executive compensation program seeks to support long-term growth and stockholder value:
​
What We Do:
​​
What We Do Not Do:
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✔
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Pay for performance
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✘
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Dividends on equity paid prior to vesting
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✔
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Annual Say-on-Pay vote
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✘
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Hedging and pledging of Company stock
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✔
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Annual review of peer group
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✘
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Tax gross-ups upon change of control
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✔
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Limited perquisites
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✘
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Repricing of stock options without stockholder approval
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✔
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Stock ownership guidelines
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Environmental, Social and Governance:
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✔
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Clawback policy
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The Company is working to create a more sustainable and efficient company and has prioritized its ESG efforts around the following framework:

2 |   2022 Proxy Statement

TABLE OF CONTENTS

PROXY SUMMARY
Director Nominees (page 24)
The Company’s director nominees are highly qualified, proven leaders who provide thoughtful and independent representation of stockholder interests:
​
Name
​​
Age
​​
Gender
​​
Director
Since
​​
Independent
​​
Other Public
Company Boards
​​
Audit
Committee
​​
Compensation
Committee
​​
Nominating
and
Corporate
Governance
Committee
​
​
Ben Baldanza♦
Non-Executive Chairman
​​
60
​​
M
​​
2020
​​
 
​​
1
​​

 
​​

 
​​

 
​
​
Selim Bassoul
President and CEO
​​
65
​​
M
​​
2020
​​
​​
1
​​
​​
​​
​
​
Esi Eggleston Bracey
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51
​​
F
​​
2020
​​
 
​​
1
​​

 
​​

 
​​
​
​
​
Denise M. Clark
​​
64
​​
F
​​
2021
​​
 
​​
1
​​

 
​​
​​

 
​
​
Enrique Ramirez♦
​​
50
​​
M
​​
2020
​​
 
​​
0
​​

 
​​

 
​​
​
​
Arik Ruchim
​​
41
​​
M
​​
2020
​​
 
​​
0
​​
​​

 
​​

 
​
​​
♦
​​
Audit Committee Financial Expert
​​
Audit Committee
​​
Compensation Committee
​​
Nominating and Corporate Governance Committee
C
​​
Committee Chair
​
✔
​​
Double trigger for vesting on change in control
​​
​​
​
​
✔
​​
No guaranteed minimum payouts
​​
​​
​
​
✔
​​
Capped incentive awards
​​
​​
​
 2021
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PROXY SUMMARY
​
Recent Enhancements:
DIRECTOR SKILLS AND QUALIFICATIONS
The Company’s director nominees have a mix of skills and qualifications that provides the Board with the variety and depth of knowledge necessary for effective oversight of the Company and will help the Company reinvigorate growth:

Executive Compensation Highlights
The Company’s executive compensation program seeks to support long-term growth and stockholder value:
​
What We Do
​
​
✔
​​
Annual Say-on-Pay vote
​
​
✔
​​
Annual review of peer group
​
​
✔
​​
Stock ownership guidelines
​
​
✔
​​
Clawback policy covering both cash and equity
​
​
✔
​​
Double trigger for vesting on change in control
​
​
✔
​​
No guaranteed minimum payouts
​
​
✔
​​
Capped incentive awards
​
​
✔
​​
Significant focus on performance-based pay
​
​
✔
​​
Active stockholder engagement
​
​
✔
​​
Independent compensation consultant reporting to the Compensation Committee
​
■Re-designed long-term equity incentive program to consist of 50% RSUs and 50% PSUs
​
What We Do Not Do
​
​
✘
​​
No hedging or pledging of Company stock
​
​
✘
​​
No excise tax gross-ups upon change of control
​
​
✘
​​
No repricing of stock options without stockholder approval
​
​
✘
​​
No plans that encourage excessive risk taking
​
​
✘
​​
No excess dilution through careful monitoring of burn rate and overhang
​
​
✘
​​
No excessive perquisites
​
​
✘
​​
No payment of dividends or dividend equivalents on unearned or unvested equity awards
​
■Engaged new compensation consultant as a result of routine RFP process
■Targeted total compensation at median of peer group
■Aligned executive pay
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PROXY SUMMARY
​
Recent Enhancements:
​​
​
■2021 long-term equity incentive program consisted of 50% performance stock units (“PSUs”) and 50% restricted stock units (“RSUs”)
■Engaged new compensation consultant as a result of routine RFP process
■Aligned NEO performance targets with transformation plan and long-term strategy
■Reviewed and made adjustments to peer group to align to Company size and other factors
For additional information, see the “Compensation Discussion and Analysis,” which begins on page 29, and the 2020 Summary Compensation Table and other related tables and information under “Executive Compensation,” which begins on page 45
■Incorporated ESG achievement metrics into CEO PSU award
For additional information, see the “Compensation Discussion and Analysis,” which begins on page 34, and the 2021 Summary Compensation Table and other related tables and information under “Executive Compensation,” which begins on page 51.
Principles of Compensation Program
​
Pay for Performance
​​
​​
Tie a significant portion of Compensation Program
​
Pay for Performance
​​
➟
​​
Tie a significant portion of each named executive officer’s target annual compensation to corporateeach named executive officer’s target annual compensation to Company and individual performance.
​
​
Alignment with Stockholders’ Interests
​​
​​
Reward performance that meets or exceeds the performance goals established by the Compensation Committee to increase stockholder value.
​
​
Variation Based on Performance
​​
​​
Emphasize variable pay opportunities that are primarily based on performance over fixed pay. Total compensation varies based on Company and individual performance, measured against annual and long-term goals.
​
​
Culture that Attracts, Motivates and Retains Key Talent
​​
​​
Build an inclusive and high-performance culture with an engaged workforce, where team members are motivated to do their best work every day.
​
Talent and Human Capital Management
The Company’s vision to be the leading location-based entertainment company would not be possible without its exceptional team members, who are the cornerstone of the Company’s commitment to provide the best customer experience for its guests. The Board and management team are committed to advancing a purpose-led vision and fostering a culture that empowers team members with direct accountability that encourages an entrepreneurial spirit to unleash the power to delight park guests, and enhance operations and the park’s surrounding communities. The Company seeks to create a culture that is results-oriented and supports its values of safety, integrity, accountability, guest-centricity, innovation, teamwork, inclusiveness, and fun. Core to achieving this goal is the Company’s commitment to conducting business in a manner that respects all individuals and promotes human rights, including providing fair working conditions and competitive wages.
Culture and Team Member Engagement
The Board and senior management are focused on ensuring that the Company maintains and promotes a culture that fosters the values, behaviors and attributes necessary to advance the Company’s mission and business strategy.
To foster team member engagement and commitment, the Company follows a robust process to listen to team members, take action and measure its progress with ongoing team member conversations, transparent communications and team member satisfaction surveys. The Board receives regular updates on matters of employee culture and engagement.
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PROXY SUMMARY
Diversity, Equity and Inclusion
The Company is committed to creating an inclusive environment that fully embraces the diversity of its guests and team members, regardless of race, ethnicity, gender, age, disability, cultural background, sexual orientation, or religious beliefs. The Company has prioritized pay equity and recently conducted a salary and wage analysis that confirmed no significant statistical disparity by race/ethnicity or gender. In addition, the Company established a Diversity and Inclusion Council, which provides feedback on a wide variety of issues. The Company is also investing in training and other programs focused on enhancing diversity, equity and inclusion.
Total Rewards
The Company is dedicated to being a place where its team members love to work, where they feel recognized and rewarded for all that they do. Maintaining a competitive total rewards program helps the Company attract, motivate and retain the key talent it needs to delight guests and achieve outstanding business and financial results. To accomplish this goal, the Company strives to appropriately align its total compensation with the pay, benefits and training and development offered by other companies that compete with it for talent in the marketplace.
Talent Development
Attracting, developing, and retaining the best people is crucial to all aspects of the Company’s business and long-term success, and is central to the Company’s mission, vision, and values. The Company is focused on attracting, developing, and retaining best-in-class diverse teams, and continuing to build an inclusive culture that inspires leadership, encourages innovative thinking, and ties to the Company’s values. These guiding principles have been more important than ever in light of the unique challenges the Company faced throughout the pandemic.
Team members have the opportunity to be part of a vibrant, motivated group and to develop valuable leadership skills as they gain real-world work experience in a fun environment. The Company seeks to continually elevate learning, development and overall team member engagement through a variety of different programs, opportunities and resources. Many team members continue to have careers at the Company or utilize their skills as valuable contributors for the communities that the Company serves.
Well-Being and Safety
The Company is committed to the health and safety of its team members and their families. To support the Company’s team members during the COVID-19 pandemic, in 2020, the Company expanded remote work opportunities where possible and implemented extensive health and safety measures, such as enhanced sanitization protocols and distribution of personal protective equipment, to provide a safe working environment. The Company enhanced its operations to make it safer and easier for team members to come to work including adding training to ensure compliance with applicable health and safety protocols, implementing contactless recruiting and hiring procedures, and offering voluntary on-site COVID testing and vaccination opportunities. The Company received favorable responses from team members on its safety measures as evidenced by team member survey satisfaction scores.
Human Rights
The Company’s attention to health and safety of its team members extends to the workers and communities in the supply chain. The Company believes that respect for human rights is fundamental to creating a stronger, high-performance culture and the Company’s commitment to ethical business conduct. In 2021, the Company adopted a human rights policy that is grounded in international standards and is an important expression of the Company’s values. The policy provides the framework to hold team members accountable to advance, support and respect human rights in the course of doing business. The Company is focused on screening and doing business with vendors and suppliers who conduct their business with ethical standards that are consistent with the Company’s policy, and requires that vendors and suppliers abide by the Company’s code of vendor conduct.
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CORPORATE GOVERNANCE
Corporate Governance at a Glance
​
Board Independence
​​
■
​​
5 of 6 directors are independent
​
​
Alignment with Stockholders’ Interests
​​
➟
​​
Reward performance that meets or exceeds the performance goals established by the Compensation Committee to increase stockholder value.
​
​
Variation Based on Performance
​​
➟
​​
Emphasize variable pay opportunities that are primarily based on performance over fixed pay. Total compensation varies based on corporate and individual performance, measured against annual and long-term goals.
​
​
Culture that Attracts, Motivates and Retains Key Talent
​​
➟
​​
Build an inclusive and high-performance culture with an engaged workforce, where employees are motivated to do their best work every day.
​
Talent and Human Capital Management
Attracting, developing, and retaining the best people is crucial to all aspects of the Company’s business and long-term success, and is central to the Company’s mission, vision, and values. The Company is focused on attracting, developing, and retaining best-in-class diverse teams, and continuing to build an inclusive culture that inspires leadership, encourages innovative thinking, and ties to the Company’s values. These guiding principles have been more important than ever in light of the unique challenges the Company faced in 2020. The Company is committed to the health and safety of its employees and their families. To support the Company’s employees during the COVID-19 pandemic, the Company expanded remote work opportunities where possible and implemented extensive health and safety measures, such as enhanced sanitization protocols and distribution of personal protective equipment, to provide a safe working environment for its employees.
The Company is committed to creating an inclusive environment that fully embraces the diversity of its employees and guests, regardless of ethnicity, gender, age, disability, cultural background, sexual orientation, or religious beliefs.
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CORPORATE GOVERNANCE
Board of Directors
The business, property, and affairs of the Company are managed under the direction of the Board of Directors of the Company (the “Board”). The Board is elected by stockholders to oversee management and to ensure that the long-term interests of stockholders are served. The Board is responsible for establishing broad corporate policies and for the overall performance of the Company. It is not, however, involved in operating details on a day-to-day basis. The Board is advised of the Company’s business through discussions with the Chief Executive Officer and other members of management; by reviewing reports, analyses, and materials provided to them; and by participating in Board and committee meetings.
The Board has four regularly scheduled meetings during the year to review significant developments affecting the Company and to act on matters requiring Board approval. It also holds additional meetings when a matter requires Board action between regularly scheduled meetings. Directors are expected to attend all scheduled Board and committee meetings, as well as the annual meeting of stockholders. The Board held 27 meetings during 2020. Each director of the Company attended at least 75% of the aggregate of the meetings of the Board and the meetings of committees of the Board on which such director served. All of the then-current directors of the Company attended the Company’s 2020 annual meeting, and the Company expects that each director nominee will attend the Annual Meeting.
The Board has only one class of directors. As a result, all directors are elected each year by the Company’s stockholders at the annual meeting. Any non-employee incumbent director nominee who does not receive the affirmative vote of the majority of shares voted in connection with his or her uncontested election is required to tender his or her resignation from the Board. This resignation is subject to review by the Nominating and Corporate Governance Committee, and determination by the Board whether to accept such resignation. Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.
Seven of the current directors of the Company were elected at the 2020 annual meeting. Ms. Bracey and Mr. Ramirez were appointed to the Board in August 2020. The Board currently has nine directors, six of whom are being nominated by the Board for re-election at the Annual Meeting, along with one new independent director nominee. See “Proposal 1: Election of Directors.”
Independence
The Board has affirmatively determined that eight of the nine current directors, including all members of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, are “independent” within the meaning of the Company’s director independence standards as set forth in the Company’s Corporate Governance Guidelines. These standards reflect the independence standards adopted by the New York Stock Exchange (“NYSE”). The independent directors are Ben Baldanza, Selim Bassoul, Esi Eggleston Bracey, Kurt M. Cellar, Nancy A. Krejsa, Enrique Ramirez, Richard W. Roedel, and Arik Ruchim.
None of the independent directors, their respective affiliates or members of their immediate family, directly or indirectly, receives any fee or payment from the Company or its affiliates, other than the director compensation described below. None has engaged in any transaction with the Company or its affiliates or has any relationship with the Company or its affiliates which, in the judgment of the Board, is inconsistent with a determination that the director is independent. There is no family relationship among any of the directors or executive officers of the Company.

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CORPORATE GOVERNANCE
Board Composition Overview
Consistent with the Company’s Corporate Governance Guidelines, the Nominating and Corporate Governance Committee considers, among other factors, character, integrity, ethics, judgment, diversity, independence, areas of expertise relevant to the Company’s business, and other commitments when reviewing and making recommendations to the Board regarding the composition and size of the Board. Although the Board does not maintain a specific policy with respect to Board diversity, the Board believes that the Board should be a diverse body. The Nominating and Corporate Governance Committee considers a broad range of backgrounds and experiences when making determinations regarding nominations of directors and in overseeing the annual Board and committee evaluations. The Nominating and Corporate Governance Committee, and the Board as a whole, broadly construe diversity to mean not only diversity of race, gender, and ethnicity, but also diversity of opinions, perspectives, and professional and personal experiences. Since the last annual meeting of stockholders, the Company added two new directors: a Black woman and a Hispanic man. Although candidates must be committed to serving on the Board for an extended period of time, the Board does not believe that directors should expect to be routinely re-nominated annually.
Corporate Governance Documents
The following documents are available on the Company’s website at investors.sixflags.com:
​
■
​​
Corporate Governance Guidelines
​​
■
​​
Compensation Committee Charter
​
​
​​
​​
​​
■
​​
CEO is only management director
​
​
Board Composition
​​
■
​​
Nominating and Corporate Governance Committee leads the full board in considering Board size, qualifications, refreshment, and diversity in light of Company needs and the Company’s Board Guidelines on Corporate Governance Matters (“Corporate Governance Guidelines”)
​
​
​​
■
​​
Board regularly assesses its performance through Board and committee self-evaluation
​
​
Board Committees
​​
■
​​
Three standing committees – Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee
​
​
​​
■
​​
All committees are composed entirely of independent directors
​
​
Leadership Structure
​​
■
​​
​Separate Non-Executive Chair of the Board and CEO
​
​
​​
■
​​
​Non-Executive Chair is elected annually by the independent directors on the Board
​
​
Management Succession Planning
​​
■
​​
Board actively monitors succession planning and receives regular updates on team member engagement and satisfaction
​
​
​​
■
​​
​Nominating and Corporate Governance Committee reviews CEO and senior management succession and development plans and makes recommendations to the Board
​
​
Risk Oversight
​​
■
​​
​Board is responsible for assessing major risks facing the Company and reviewing options for risk management with the assistance of designated Board committees, which have oversight of certain key risks
​
​
​​
■
​​
Board oversees management as management fulfills its responsibilities for the assessment and management of risks
​
​
Director Stock Ownership
​​
■
​​
​Corporate Governance Guidelines set forth the Company’s stock ownership guidelines for non-employee directors, which is equal to five times the annual cash base retainer (increased from three times in May 2021)
​
​
Accountability to Stockholders
​​
■
​​
Non-classified board with annual election of directors
​
​
■
​​
Stockholders have the right to nominate directors and have their eligible nominees included in the proxy statement (also known as proxy access)
​
​
​​
■
​​
Active engagement with stockholders to listen to their views on governance, compensation and ESG
​
​
Sustainability and Corporate Responsibility
​​
■
​​
Board monitors programs and initiatives on sustainability, environmental matters, diversity, human rights and social responsibility and engages directly with stakeholders
​
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CORPORATE GOVERNANCE
Board of Directors
The business, property, and affairs of the Company are managed under the direction of the Board. The Board is elected by stockholders to oversee management and to ensure that the long-term interests of stockholders are served. The Board is responsible for establishing broad corporate policies and for the overall performance of the Company. It is not, however, involved in operating details on a day-to-day basis. The Board is advised of the Company’s business through discussions with the Chief Executive Officer and other members of management; by reviewing reports, analyses, and materials provided to them; and by participating in Board and committee meetings.
The Board has four regularly scheduled meetings during the year to review significant developments affecting the Company and to act on matters requiring Board approval. It also holds additional meetings when a matter requires Board action between regularly scheduled meetings. Directors are expected to attend all scheduled Board and committee meetings, as well as the annual meeting of stockholders. The Board held 6 meetings during 2021. Each director of the Company attended at least 75% of the aggregate of the meetings of the Board and the meetings of committees of the Board on which such director served. All of the then-current directors of the Company (other than one retiring director) attended the Company’s 2021 annual meeting, and the Company expects that each director nominee will attend the Annual Meeting.
The Board has only one class of directors. As a result, all directors are elected each year by the Company’s stockholders at the annual meeting. In 2021, the Company added a director resignation policy to its Corporate Governance Guidelines. Accordingly, any non-employee incumbent director nominee who does not receive the affirmative vote of the majority of shares voted in connection with his or her uncontested election is required to tender his or her resignation from the Board. This resignation is subject to review by the Nominating and Corporate Governance Committee, and determination by the Board whether to accept such resignation. Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Also in 2021, the Company amended its Corporate Governance Guidelines to include that a director may not stand for election to the Board after the director has reached the age of 72.
All of the directors of the Company were elected at the 2021 annual meeting. The Board currently has six directors, all of whom are being nominated by the Board for re-election at the Annual Meeting, See “Proposal 1: Election of Directors.”
Independence
The Board has affirmatively determined that five of the six current directors, including all members of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, are “independent” within the meaning of the Company’s director independence standards as set forth in the Company’s Corporate Governance Guidelines. These standards reflect the independence standards adopted by the New York Stock Exchange (“NYSE”). The independent directors are Ben Baldanza, Esi Eggleston Bracey, Denise Clark, Enrique Ramirez, and Arik Ruchim.
None of the independent directors, their respective affiliates or members of their immediate family, directly or indirectly, receives any fee or payment from the Company or its affiliates, other than the director compensation described below. None has engaged in any transaction with the Company or its affiliates or has any relationship with the Company or its affiliates which, in the judgment of the Board, is inconsistent with a determination that the director is independent. There is no family relationship among any of the directors or executive officers of the Company.
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CORPORATE GOVERNANCE

Board Composition Overview
Consistent with the Company’s Corporate Governance Guidelines, the Nominating and Corporate Governance Committee considers, among other factors, character, integrity, ethics, judgment, diversity, independence, areas of expertise relevant to the Company’s business, and other commitments when reviewing and making recommendations to the Board regarding the composition and size of the Board. Although the Board does not maintain a specific policy with respect to Board diversity, the Board believes that the Board should be a diverse body. The Nominating and Corporate Governance Committee considers a broad range of backgrounds and experiences when making determinations regarding nominations of directors and in overseeing the annual Board and committee evaluations. The Nominating and Corporate Governance Committee, and the Board as a whole, broadly construe diversity to mean not only diversity of race, gender, and ethnicity, but also diversity of opinions, perspectives, and professional and personal experiences. Although candidates must be committed to serving on the Board for an extended period of time, the Board does not believe that directors should expect to be routinely re-nominated annually.
Director Retirement Age, Tenure and Board Refreshment
The Nominating and Corporate Governance Committee regularly considers director succession planning and the long-term composition of the Board, including how the members on the Board will change over time.
In 2021, the Board added a retirement policy for non-employee directors in the Company’s Corporate Governance Guidelines providing that no director will stand for election or re-election if such director has reached the age of 72. A director who turns 72 during his or her term, however, may serve out the remainder of such term. As of the Record Date, the average age of the Board nominees was approximately 55, with age diversity ranging from 41 to 65. Furthermore, it is anticipated that an independent director would not serve on the Board longer than ten years and no independent director shall serve on the Board longer than 15 years. The Nominating and Corporate Governance Committee strives to reach an appropriate balance between the deep expertise and knowledge that comes from longer-term service and the new experiences and perspectives that can be provided with additions to the Board.
As of the Record Date, the average tenure of the Board nominees was approximately 1.7 years. This average tenure is due in part to director retirements and the recent appointment of Ms. Clark in 2021. The retirement policy of the Board reflects the commitment of the directors to Board refreshment and to seek balance in the boardroom. Tenure is one factor considered by the Board. Director succession planning also impacts tenure. See “Board Leadership Structure” and “Nomination Process” for additional information.
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CORPORATE GOVERNANCE
Corporate Governance Documents
The following documents are available on the Company’s website at investors.sixflags.com:
​
■
​​
Corporate Governance Guidelines
​​
■
​​
Compensation Committee Charter
​
​
■
​​
Code of Business Conduct and Ethics
​​
■
​​
Audit Committee Charter
​
​
■
​​
Code of Business Conduct and Ethics
​​
■
​​
Audit Committee Charter
​
​
​​
​​
​​
​
​
■
​​
Code of Ethics for Senior Management
​​
■
​​
Nominating and Corporate Governance Committee Charter
​
Corporate Governance Guidelines
The Corporate Governance Guidelines address, among other things, the functions of the Board, the qualifications of directors, director independence, the selection process for new directors, Board committees, compensation of the Board, the succession plan for the Chief Executive Officer and other senior executives, and stock ownership guidelines for directors and senior executives.
Code of Business Conduct and Ethics
The Company has adopted and maintains a Code of Business Conduct and Ethics that applies to all directors, officers, and employees of the Company and its subsidiaries. The Code of Business Conduct and Ethics requires, among other things, that the directors, officers, and employees exhibit and promote the highest standards of honest and ethical conduct; avoid conflicts of interest; comply with laws, rules, and regulations; and otherwise act in the Company’s best interest.
Code of Ethics for Senior Management
​​
■
​​
Nominating and Corporate Governance Committee Charter
​
Corporate Governance Guidelines
The Corporate Governance Guidelines address, among other things, the functions of the Board, the qualifications of directors, Board refreshment objectives and term limits, director independence, the selection process for new directors, director resignation guidelines, Board committees, compensation of the Board, the succession plan for the Chief Executive Officer and other senior executives, and stock ownership guidelines for directors and senior executives.
Code of Business Conduct and Ethics
The Company has adopted and maintains a Code of Business Conduct and Ethics that applies to all directors, officers, and employees of the Company and its subsidiaries. The Code of Business Conduct and Ethics requires, among other things, that the directors, officers, and employees exhibit and promote the highest standards of honest and ethical conduct; avoid conflicts of interest; comply with laws, rules, and regulations; and otherwise act in the Company’s best interest.
Code of Ethics for Senior Management
The Company also maintains a separate Code of Ethics for Senior Management that imposes specific standards of conduct on members of senior management, including persons with financial reporting responsibilities at the Company. Each member of the Company’s senior management is required to certify annually in writing his or her compliance with the Code of Ethics for Senior Management.
The Company intends to post amendments to or waivers from the Company’s Corporate Governance Guidelines, the Code of Business Conduct and Ethics, and the Company’s Code of Ethics for Senior Management on the Company’s website at investors.sixflags.com. No waivers have been made or granted prior to the date of this Proxy Statement.
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CORPORATE GOVERNANCE
Board Committees
The Board has established various standing committees to assist it with the performance of its responsibilities. The following tables set forth the composition and the primary responsibilities of each committee as of March 16, 2022.
​
Director
​​
Board of
Directors
​​
Audit
Committee
​​
Compensation
Committee
​​
Nominating and
Corporate
Governance
Committee
​
​
Ben Baldanza♦
​​

​​

​​

​​

​
​
Selim Bassoul
​​

​​
​​
​​
​
​
Esi Eggleston Bracey
​​

​​

​​

​​
​
​
Denise M. Clark
​​

​​

​​
​​

​
​
Enrique Ramirez♦
​​

​​

​​

​​
​
​
Arik Ruchim
​​

​​
​​

​​

​
♦
​​
Audit Committee Financial Expert

​​
Chair

​​
Member
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CORPORATE GOVERNANCE
​
Audit Committee
​​
Met 8 times in 2021
​
​
Chair
Enrique Ramirez
​​
Members
Ben Baldanza
Esi Eggleston Bracey
​​
Denise M. Clark
​
​
Primary Responsibilities
The Audit Committee has the sole authority to appoint, retain, compensate, evaluate and terminate the independent auditor of the Company. In addition, the Audit Committee assists the Board in its oversight of:
■ the accounting and financial reporting process including the audits of the financial statements;
■ the accounting and internal control policies and procedures;
■ the qualifications, independence, and performance of the independent registered public accounting firm, and the performance of the internal audit function and the internal auditors;
■ risks that may have a significant impact on the financial statements including risk assessment and risk management policies;
■ legal and regulatory compliance;
■ safety policies and procedures; and
■ the information technology program including network and data security.

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

Other Committee Service
The Board amended the Corporate Governance Guidelines and the Audit Committee Charter in 2021 to provide that members of the Audit Committee may not serve on the audit committee of more than three public companies, including the Company, without the consent and approval of the Board, after determination by both the Nominating and Corporate Governance Committee and the Board that such simultaneous service will not impair the director’s ability to serve effectively on the Company’s Audit Committee. None of the members of the Audit Committee currently serve on the audit committee of more than three public companies including the Company.

Report
The report of the Audit Committee is set forth on page 33 of this Proxy Statement.
​
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CORPORATE GOVERNANCE
​
Compensation Committee
​​
Met 8 times in 2021
​
​
Chair
Ben Baldanza
​​
Members
Esi Eggleston Bracey
Enrique Ramirez
​​
Arik Ruchim
​
​
Primary Responsibilities
The Compensation Committee’s role is to oversee the compensation of the Company’s senior management is required to certify annuallyand directors. In particular, the Compensation Committee:
■ reviews and approves, in writing his or her complianceconsultation with the CodeCEO, the compensation of Ethics for Senior Management.
The Company intends to post amendments to or waivers from the Company’s Corporate Governance Guidelines,non-CEO executive officers and senior management;
■ evaluates the Codedesign and effectiveness of Business Conduct and Ethics, and the Company’s Codeincentive programs and monitors risks related to such programs;
■ reviews and, together with the other independent directors of Ethics for Senior Management on the Company’s website at investors.sixflags.com. No waivers have been made or granted priorBoard, determines and approves the compensation of the CEO;
■ evaluates the performance of the CEO and other executive officers in light of corporate goals and objectives;
■ reviews and approves equity awards and makes recommendations to the dateBoard relating to the other fixed and performance-based compensation, benefits, and other compensation plans of the Company;
■ reviews and approves annually compensation for non-employee directors, as well as stock ownership guidelines for non-employee directors;
■ reviews and approves employment and severance arrangements for executive officers; and
■ reviews and assesses the results of stockholder advisory votes on executive compensation.

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

Compensation Consultant
The Compensation Committee has the direct responsibility for the appointment, termination, compensation, and oversight of any compensation or benefits consultants retained by the Compensation Committee with respect to executive compensation.

Report
The report of the Compensation Committee is set forth on page 50 of this Proxy Statement.
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  2022 Proxy Statement | 13

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CORPORATE GOVERNANCE
​
Nominating and Corporate Governance Committee
​​
Met 6 times in 2021
​
​
Chair
Denise M. Clark
​​
Members
Ben Baldanza
Arik Ruchim
​​
​​
​
​
Primary Responsibilities
The Nominating and Corporate Governance Committee assists the Board Committees
The Board has established various standing committees to assist it within developing and implementing the Company’s corporate governance guidelines and principles, monitoring the Company’s stockholder relations and evaluating the performance of its responsibilities. The following tables set forth the compositionBoard and management. In particular, the primary responsibilities of each committee as of March 10, 2021.
​
Director
​​
Board ofNominating and Corporate Governance Committee:
Directors
​​
Audit
Committee
​​
Compensation
Committee
​​
Nominating and
Corporate
Governance
Committee
​
​
Ben Baldanza♦
​​

​​

​​

​​

​
​
Selim Bassoul♦
​​

​​

​​
​​

​
​
Esi Eggleston Bracey
​​

​​

​​

​​
​
​
Kurt M. Cellar♦*
​​

​​

​​

​​
​
​
Nancy A. Krejsa*
​​

​​
​​
​​

​
​
Michael Spanos
​​

​​
​​
​​
​
​
Enrique Ramirez♦
​​

​​

​​

​​
​
​
Richard W. Roedel♦*
​​

​​
​
​​
​​

​
​
Arik Ruchim
​​

​​
​
​​

​​

​
​
♦
​​
Audit Committee Financial Expert
​
​

​​
Chair
​
​

​​
Member
​
​
*
​​
Retiring director
​
 2021 Proxy Statement■ | 7assists the Board in identifying qualified individuals to become directors of the Company;

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■ regularly reviews the overall corporate governance of the Company and makes recommendations to the Board on corporate governance matters, including the Corporate Governance Guidelines and Code of Business Conduct and Ethics;
■ considers and makes recommendations to the Board concerning the independence of directors for purposes of the NYSE Listing Rules;
​
Audit Committee
​​
Met 9 times in 2020
​
​
Chair
Enrique Ramirez
​​
Members
Ben Baldanza■ reviews the fairness of certain transactions as required by the Company’s policies;
■ oversees the implementation of a succession plan for the CEO and other senior executives;
■ recommends to the Board for approval and oversees management’s implementation of the Company’s Environmental, Social, and Governance (“ESG”) program, including initiatives related to diversity, equity and inclusion as well as climate-related risk; and
■ coordinates and oversees the annual self-evaluation process for the Board and committees.
Selim Bassoul
​​
Esi Eggleston Bracey
Kurt M. Cellar
​​
Richard W. Roedel
​
​
Primary Responsibilities
The Audit Committee assists the Board in its oversight of:
■ the accounting and financial reporting process including the audits of the financial statements;
■ the accounting and internal control policies and procedures;
■ the qualifications, independence, and performance of the independent registered public accounting
firm, and the performance of the internal audit function and the internal auditors;
■ risks that may have a significant impact on the financial statements including risk assessment and
risk management policies;
■ legal and regulatory compliance;
■ safety policies and procedures; and
■ the information technology program including network and data security.

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

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

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

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

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

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

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

In 2020, a Stockholder Relations Subcommittee was established as a temporary committee to serve until the Annual Meeting. It was composed of Ms. Krejsa and Messrs. Baldanza and Bassoul. The purpose of the subcommittee was to assist the Nominating and Corporate Governance Committee and the Board with its oversight responsibilities related to stockholder relations and engagement. Following its elimination, the Company’s engagement with its stockholders will continue to be the responsibility of the Nominating and Corporate Governance Committee.
 
Independence
The Board has determined that each member of the Nominating and Corporate Governance Committee is independent within the meaning of the SEC and NYSE requirements.
​
Communications with the Board of Directors
Stockholders and other interested parties who wish to communicate with the Board may do so by writing to one or more specific directors, or to the entire Board, at the following address: Board of Directors—Stockholder Communications, c/o Six Flags Entertainment Corporation, 1000 Ballpark Way, Suite 400, Arlington, Texas 76011, Attention: Corporate Secretary. The Corporate Secretary will forward all such communications to the director(s) to whom they are addressed.
Meetings of Independent Directors
The Board schedules at least four meetings each year for the independent directors outside the presence of any member of management. The independent directors may meet in executive session at such other times as determined by the Non-Executive Chairman. The Non-Executive Chairman or, in his absence, one of the other independent directors, chairs each executive session. Each Board committee also meets regularly in executive session without management.
Board Leadership Structure
The Board is currently comprised of the following:
■Selim Bassoul, independentBen Baldanza, Non-Executive Chairman;
■Michael Spanos,Selim Bassoul, President and Chief Executive Officer; and
■Sevenfour other directors, all of whom are independent.
Choosing the right leadership for the Board is an important responsibility. The Board maintains flexibility to determine the appropriate leadership structure for the Company and whether the roles of Chair of the Board and CEO should be filled by the same or different individuals. This
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and CEO should be filled by the same or different individuals. This approach allows the Board flexibility to determine whether the two roles should be separate or combined, based upon the Company’s best interests in lightat the time of selection, considering the dynamic environment in which itthe Company operates, and the Board’s assessmentcurrent and future strategic and governance needs of the Board’s leadership, and the Company’s needs from time to time.business.
The succession planning discussions regarding the transition of the ChairmanChair and CEO roles in November 20192021 included consideration of the Board leadership structure, together with the value of separating or combining the Chair and CEO roles, and whether the Chair role should be held by an independent director following the appointment of the new CEO.
The Board considered a number of factors, including the Company’s progress with respect to its key strategic initiatives, the opportunities and challenges facing the Company, the various roles and capabilities of the directors, the Company’s stockholders’ interests, and corporate governance practices generally. The Board also focused on its own dynamics and independent oversight function. The Board concluded that a separate Chair and CEO structure creates the right balance between effective independent oversight of the Company’s business and Board activities and provides the best leadership structure for the Company at this time. As such, Mr. RoedelBaldanza was appointed as Non-Executive Chairman in November 2019.2021 and Mr. Bassoul was appointed as Non-Executive Chairman in February 2021 in connection with Mr. Roedel’s anticipated retirement as of the Annual Meeting.CEO.
The CEO is responsible for setting the Company’s strategic direction and the day-to-day leadership and performance of the business, while the Chair of the Board provides general guidance to the CEO, reviews the agenda for Board meetings, and presides over meetings of the full Board.
The Board believes that there is no single Board leadership structure that would be most effective in all circumstances. Therefore, the Board retains the authority to modify this structure to best address the Company’s and the Board’s then-current circumstances as and when appropriate.
Succession Planning
One of the primary responsibilities of the Board is to ensure that the Company has a high-performing management team. The Chief Executive OfficerCEO provides a regular review to the Board assessing the members of the senior management team and their potential to succeed him. In addition, the Company’s Human Resources department leads an annual comprehensive review of talent and succession planning at deeper levels of the Company, emphasizing career development of promising management talent. Pursuant to the Company’s Corporate Governance Guidelines, the Board approves and maintains a succession plan for the Chief Executive OfficerCEO and senior executives.executives based upon recommendations from the Nominating and Corporate Governance Committee.
The Nominating and Corporate Governance Committee reviews CEO and senior executive succession planning as a component of its regular agenda.
Board Role inOversight of Risk OversightManagement
The Company’s management is responsible for identifying, assessing, and managing the material risks facing the business. The Board oversees management’s identification, assessment and management of risks. The Board and its committees engage with management on risk as part of broad strategic and operational discussions, as well as on a risk-by-risk basis. The Board and its committees, as appropriate, regularly receive and discuss updates from the Chief Executive Officer,CEO, the Chief Financial Officer, the General Counsel and Chief Administrative Officer,CFO, the Vice President of Internal Audit, and other members of senior management regarding significant risks to the Company. These discussions include financial, reputational, legal, operational, strategic, environmental, and cybersecurity risks, as well as plans to address these risks. The Board or the Audit Committee, as the case may be, receives an update from the Chief Information Officer on the Company's data and network security at least two times per year. The Company believes that the Board’s leadership structure, including its independent chair,Non-Executive Chair, supermajority of independent directors, and allocation of oversight responsibilities to appropriate committees, provides effective board-level risk oversight.
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Each Board committee assists the Board in overseeing the management of the Company’s risks within the areas delegated to that committee and reports to the full Board as appropriate. In particular:
■The Audit Committee assists the Board in its oversight of risks that have a significant impact on the Company’s financial statements; is responsible for reviewing the Company’s policies and practices with respect to risk assessment and management; and has primary responsibility for overseeing the Company’s processes for enterprise risk management and mitigation, including risks related to cybersecurity.
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with respect to risk assessment and management; has primary responsibility for overseeing the Company’s processes for enterprise risk management and mitigation, including risks related to cybersecurity; and oversees management’s implementation of the Company’s ESG program, including initiatives related to diversity, equity and inclusion.
■The Compensation Committee monitors risks associated with the design and administration of the Company’s compensation programs and practices, including evaluating equity awards and establishing performance goals.
■The Nominating and Corporate Governance Committee oversees risks related to the Company’s corporate governance, including ensuring the Board’s continued ability to provide independent oversight of management.management; and oversees management‘s implementation of the Company’s ESG program, including initiatives related to diversity, equity and inclusion, as well as climate-related risk.
Each standing committee has full access to management, as well as the ability to engage advisors. Accordingly, with the oversight of the Board, the Company has implemented practices and programs designed to help manage the risks to which the Company is exposed and to align risk-taking appropriately with the Company’s efforts to increase stockholder value.
Nomination Process
Role of the Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee seeks to develop and maintain an effective, well-rounded, experienced, and diverse Board that functions in an atmosphere of transparency and collaboration.
Board Process for Identification and Review of Director Candidates

 
The Company’s Corporate Governance Guidelines include qualification criteria that the Nominating and Corporate Governance Committee uses to identify individuals it believes are qualified to become directors. See “—Board Composition Overview” for a discussion of the characteristics and qualities that director candidates should possess.
After identifying qualified individuals and conducting interviews, as appropriate, the Nominating and Corporate Governance Committee recommends selected individuals to the Board. The Nominating and Corporate Governance Committee uses the same process to evaluate all candidates whether they are recommended by the Company or by one of the Company’s stockholders.
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The Nominating and Corporate Governance Committee may retain a search firm to help identify qualified director candidates. In 2020,2021 and 2022, the Company engaged search firms to assist with recruitment of new director candidates. The search firms providedprovide director candidates and workedwork with the Nominating and Corporate Governance Committee to contact prospects to assess interest and availability. The search firms also contactedcontact references for the candidates. A background check wasis completed before any candidate wasis approved by the Board.
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Stockholder Recommendations and Nominations—Suggestions for director candidates nominated by a stockholder
Stockholders may recommend director candidates for consideration by the Nominating and Corporate Governance Committee by sending the name and supporting information in accordance with Rule 14a-8 of the Exchange Act and the information set forth in the Company’s Corporate Governance GuidelinesAmended and Restated Bylaws (“Bylaws”) to the Corporate Secretary, or Non-Executive Chair, c/o Six Flags Entertainment Corporation, 1000 Ballpark Way, Suite 400, Arlington, Texas 76011.
Stockholder Recommendations and Nominations—Director candidates nominated by a stockholder
The Company’s Bylaws permit a stockholder to nominate directors for election at an annual meeting. A nominating stockholder is required to provide written notice of that stockholder’s intent to make the nomination to the Corporate Secretary of the Company not less than 90 days nor earlier than 120 days before the first anniversary of the Company’s previous annual meeting. To be considered timely for the 20222023 annual meeting, notice of the nomination must be received by the Corporate Secretary of the Company on or after January 5, 2022,11, 2023, and on or before February 4, 2022.10, 2023. A nominating stockholder must provide the information required by the Company’s Bylaws and each nominee must meet the qualifications required by the Company’s Bylaws.
Stockholder Recommendations and Nominations—Proxy access candidates
In response to a stockholder proposal, the Board amended the Company’s Bylaws in February 2018 to implement proxy access. As amended, the Company’s Bylaws permit a stockholder or group of up to 20 stockholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years, to nominate and include in the Company’s proxy materials director nominees constituting up to two directors or 20% of the Board, whichever is greater, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the Company’s Bylaws. A nominating stockholder is required to provide written notice of that stockholder’s intent to make the nomination to the Corporate Secretary of the Company not less than 120 days nor earlier than 150 days before the first anniversary of the date that the Company sent its proxy statement for the prior year’s annual meeting of stockholders. In order to be considered timely for the 20222023 annual meeting, notice of the nomination must be received by the Corporate Secretary of the Company on or after October 24, 2021,30, 2022, and on or before November 23, 2021. Nominating stockholders and nominees must satisfy the requirements set forth in the Company’s Bylaws.29, 2022.
Stockholder Cooperation Agreement
The Company entered into a Cooperation Agreement (the “Cooperation Agreement”) with H Partners Management, LLC and certain of its affiliates (collectively, “H Partners”), dated as of January 30, 2020, regarding the membership and composition of the Board and related matters. Pursuant to the Cooperation Agreement, the Company appointed Mr. Ruchim to the Board as a director, and Mr. Ruchim was appointed to the Nominating and Corporate Governance Committee and the Compensation Committee.
The Company also committed to (i) appointing three additional independent directors (each, a “New Independent Appointee”) to the Board within a reasonable timeframe and (ii) ensuring that one director serving on the Board as of January 31, 2020, resigns from the Board on or before the appointment of the third New Independent Appointee. H Partners was permitted to present to the Board a list of up to eight candidates (each, an “Additional Nominee”) who were not affiliates or representatives of H Partners for consideration for appointment to the Board as a New Independent Appointee, and the Board agreed to consider at least one Additional Nominee in good faith alongside any other qualified candidates identified by
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the Nominating and Corporate Governance Committee as a part of its standard processes for considering new director candidates. In accordance with the Cooperation Agreement, Messrs. Baldanza and Bassoul were Additional Nominees considered by the Board and appointed as directors on February 24, 2020.
During the period ending on the later of (i) the earlier of (x) 30 days prior to director nomination deadline for the Company’s 2021 annual meeting of stockholders and (y) 100 days prior to the first anniversary of the Company’s 2020 annual meeting, and (ii) 10 days after Mr. Ruchim (or any replacement) is no longer serving on the Board (the “Cooperation Period”), H Partners has agreed to certain standstill provisions, including,
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among other things, agreeing not to (i) acquire ownership (beneficial or otherwise) of 14.9% or more of the Company’s outstanding shares, (ii) nominate or recommend for nomination any person for election to the Board, (iii) submit any proposal for consideration at, or bring any other business before, any stockholder meeting, or (iv) solicit any proxy, consent, or other authority to vote of stockholders or conduct any other referendum (including any “withhold,” “vote no,” or similar campaign) with respect to, or from the holders of, the Company’s shares.
At any stockholder meeting during the Cooperation Period, H Partners has also agreed to vote its shares of the Company’s common stock (i) in favor of the slate of directors recommended by the Board, (ii) against the election of any nominee for director not approved, recommended, and nominated by the Board for election, and (iii) in accordance with the Board’s recommendation with respect to any other matter or proposal presented at any such meeting, subject to certain exceptions relating to business combination transactions.
The foregoing is a summary of the Cooperation Agreement and the complete Cooperation Agreement is available as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 31, 2020.
Stockholder Engagement
The Company’s relationship with its stockholders is an important part of the Company’s success, and the Company seeks to engage meaningfully with its stockholders to obtain their perspectives. The Company’s management team believes that this approach to engaging openly with the Company’s stockholders drives increased corporate accountability, improves decision making, and ultimately creates long-term value. The Company is committed to:
■
Accountability: Driving and supporting strong corporate governance and Board practices to ensure oversight, accountability, and good decision making.
■
Transparency: Maintaining high levels of transparency on a range of financial, executive compensation, and governance issues to build trust, and sustaining two-way dialogue that supports the Company’s business success.
■
Engagement: Proactively engaging with stockholders in conversations on a variety of topics to identify emerging trends and issues to inform the Company’s thinking and approach.
The Company holds meetings during the course of each year with many of its stockholders through in-person and teleconference meetings to better understand stockholders’ key concerns. Through these activities, management discusses and receives input, provides additional information, and addresses questions about the Company’s business strategy, executive compensation programs, corporate governance, and other topics of interest to the Company’s stockholders. These engagement efforts allow the Company to better understand stockholders’ priorities and perspectives, and provide the Company with useful input concerning its compensation and corporate governance practices. For example, stockholder feedback influenced the Company’s implementation of proxy access and the specific terms adopted through an amendment to the Company’s Bylaws in 2018. See also “—Stockholder Cooperation Agreement” for a discussion of additional stockholder engagement activity.
As part of management’s regular interactionthe Company’s stockholder engagement program in 2021, management discussed the Company’s compensation practices, corporate governance and ESG program with the Company’s largest institutional investors. In direct response to feedback from stockholders, management has discussed the Company’s governance and compensation practices. As a result of the Company’s ongoing stockholder engagement, the Company has made a number of changes to its governancetook several actions as described under “Compensation Discussion and compensation practicesAnalysis—Annual Say-on-Pay Vote and disclosures in the last three years:Stockholder Engagement.”
​
Area of Concern
​​
​​
Actions Taken
​
​
Disclosure of incentive plan performance goals
​​
■
​​
Enhanced disclosures around the annual and long-term equity programs
​
​
Consideration of other performance conditions for the annual incentive plan
​​
■
​​
Replaced the net debt performance measure with revenue growth for 2020, to further align the annual incentive with the business strategy and key performance indicators
​
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Area of Concern
​​
​​
Actions Taken
​
​
​​
■
​​
Made additional changes for 2021; see “Compensation Discussion and Analysis—Changes to Compensation Program Structure”
​
​
Alignment between pay and performance
​​
■
​​
Reviewed goal-setting process to ensure that performance goals strike the right balance between being feasible and stretching, as well as motivating the right behaviors from management
​
​
​​
■
​​
Aligned performance targets to the long-term strategy and transformation plan
​
​
Long-term equity awards
​​
■
​​
​Revised long-term equity incentive program to consist of PSUs and RSUs in 2021
​
​
Standalone clawback policy
​​
■
​​
Adopted policy allowing Board to recoup certain incentive-based compensation in the event of a material restatement of the Company’s financial statements or specific acts of improper conduct
​
​
Board refreshment and diversity
​​
■
​​
Added five new independent directors in 2020, of whom one is a Black woman and one is Hispanic
​
​
Enhanced stockholder rights
​​
■
​​
Submitted Company proposals as part of this Proxy Statement to (1) allow stockholders to act by written consent and (2) eliminate supermajority voting requirement to amend Bylaws
​
Hedging Policy
The Company’s Securities Trading Policy applies to all directors, officers, and employees of the Company. The policy includes the following restrictions with respect to Company securities:
■A prohibition against “short sales” (i.e., the sale of securities that are not owned) and “selling short against the box” (i.e., a sale with a delayed delivery).
■A prohibition against engaging in transactions in publicly traded options, such as puts and calls, and other derivative securities.
■A guideline that standing orders should be used for only a very brief period of time.
■A prohibition against holding Company securities in a margin account or pledging Company securities as collateral for loans.
■A prohibition against hedging or monetization transactions such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, and other derivative instruments, or through the establishment of a short position in Company securities.
Director Education
Director education about the Company and its industry is an ongoing process, which begins when a director joins the Board. New directors are provided with an orientation about the Company, including financial, operational, and governance information. In addition, directors receive Board and committee presentations, and regular communications from senior executives, to help keep them appropriately apprised of key developments in the Company’s business and industry, as well as developments in corporate governance, so they can carry out their oversight responsibilities.
The Company encourages directors to further their education on topics relevant to the Company. The members of the Board are provided with information to engage in director education programs on an ongoing basis, covering a variety of subjects relevant to the Company.
Environmental, Social, and Governance Initiatives
The Company endeavors to integrate environmental, social, and governance practices that create sustainable economic value to its team members, stockholders, surrounding communities, and other stakeholders. The Company believes that environmental and community stewardship is an integral component of delivering excellence, driving strategic innovation, and growing long-term stockholder value. The Company believes that its impact on the environment, how it manages its relationships with team members, suppliers, customers and the communities in which it operates, and the accountability of its leadership to the Company’s stockholders are all critically important to the business. The Company is committed to fostering a corporate culture that encouragesdrives meaningful growth, is agile and seeks to enhanceenables empowerment across every position in the Company and the communities in which it operates. With this in mind, the Company endeavors
organization.
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to integrate ESG practices that create long-term economic value for stockholders, employees, and other stakeholders. In early 2021, the Company amended the AuditNominating and Corporate Governance Committee’s charter to formalize the Audit Committee’sinclude among its responsibilities oversight responsibility forof activities, initiatives, and policies regarding ESG matters,matters. The Nominating and Corporate Governance Committee reviews and recommends to the Board ESG policies developed by management, including policies related to diversity, equity and inclusion.inclusion, and climate-related risk. Once adopted, the Nominating and Corporate Governance Committee monitors the Company’s compliance and reviews annually such policies with management and will make recommendations for updates as appropriate. The Company strives to expand and communicate its sustainability and ESG-related initiatives and commitments in meaningful ways, and to improve the level of engagement across its various stakeholders.
The Company is working to create a more sustainable and efficient company and has prioritized its ESG efforts around the following framework:
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Company Culture, EmployeeTeam Member Engagement, and Benefits
Attracting, developing, and retaining the best people is crucial to all aspects of the Company’s business and long-term success, and is central to the Company’s mission, vision, and values. The Company is focused on attracting, developing, and retaining best-in-class diverse teams, and continuing to build an inclusive culture that inspires leadership, encourages innovative thinking, empowers expeditious decision-making, and ties to the Company’s values. These guiding principles have been more important than ever in light of the unique challenges of 2020. The Company is committed to the health and safety of its employees and their families. To support the Company’s employeesoperating during the COVID-19 pandemic, the Company expanded remote work opportunities where possible and implemented extensive health and safety measures, such as enhanced sanitization protocols and distribution of personal protective equipment, to provide a safe working environment for its employees.pandemic.
The Company offers, among other things, competitive and balanced compensation programs to its full-time employeesteam members that include well-rounded healthcare; prescription drug and disability insurance benefits; participation in a 401(k) plan, with a matching contribution by the Company; an employee assistance plan that provides professional support; and access to special programs and certain resources for employeesteam members experiencing personal, work, financial, or family-related issues. A unique Company perquisite offers full-time employees a Diamond Elite membership, the highest membership tier of benefits that includesteam members complimentary passes, including for their dependents, which provides free admission to any of the Company’s parks, preferred parking and discounts on in-park products. Full-time employees
The Company seeks to continuously elevate learning, development, and overall team member engagement through a variety of different programs, opportunities, and resources. The Company has enhanced its talent development program by providing team members access to virtual classrooms and online courses on topics including safety, Office 365, harassment, discrimination, business ethics, anti-corruption, and privacy and security. The Company also conducts capabilities assessments to address the individual development needs of the Company’s internal talent pool. This evolving catalog of internal resources allows the Company to evaluate training needs as well as focus recruiting efforts on addressing any identified gaps in skills, diversity, and critical experiences. In addition, information the Company collects from guest satisfaction surveys, team member satisfaction surveys, and annual performance reviews helps the Company determine whether additional trainings or training redesigns are also provided complimentary tickets.needed to ensure that its training program furthers the Company’s strategic priorities.
The Company understands that continuous engagement with its employeesteam members is vital to driving successful, meaningful outcomes. Senior management conducts regular “town-hall” style meetings with employeesteam members to address topics such as business operations, strategy, market conditions, and question-and-answer sessions, to foster an environment and corporate culture of transparency and collaboration. Management also provides regular written communication of Company events and conducts ongoing employeeteam member satisfaction surveys that provide actionable feedback from employeesteam members to management. The survey responses are anonymous, measure employeeteam member satisfaction, and solicit honest feedback. Management from both corporate and the parks meet routinely to review the survey results and develop action plans in response to the employeeteam member feedback.
Performance reviews are conducted at least annually for all full-time employees,team members, during which employeesteam members and managers address goals, developmental opportunities, strengths, and weaknesses. These reviews facilitate both strong and productive conversations across the organization and an open feedback culture.
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Diversity, Equity, and Inclusion
The Company understands that enhancing its financial strength and improving the guest’s experience requires a diverse and inclusive workforce.
The Company is committed to creating an inclusive environment that fully embraces the diversity of its employeesteam members and guests, regardless of race, ethnicity, gender, age, disability, cultural background, sexual orientation, or religious beliefs. We maintain a Diversity and Inclusion Council that provides feedback on a wide variety of diversity and inclusion related issues. In that regard, the Company is focused on the following:

 
In support of developing an empowered and diverse team, during 2021, the Company has done the following:
■Developed a more transparent hiring and promotion process, focused on providing opportunities to diverse candidates;
■Provided a half-day diversity and inclusion training session for the Company’s senior leaders at both corporate and the parks;
■Conducted more in-depth training for senior leaders on integrating diversity and inclusion into business practices; and
■Held focused group coaching sessions for smaller groups of leaders to explore beliefs and blind spots as part of a diverse and inclusive organization.
The Company is committed to equal pay for equal work. The Company recently conducted a salary and wage analysis that confirmed no significant statistical disparity by race/ethnicity or gender. In addition, based on recent team member census data, a higher percentage of the Company’s full-time female workforce holds management positions than their male counterparts.
Health, Safety and Security of Guests and EmployeesTeam Members
The safety and security of the Company’s guests and employeesteam members is the Company’s tophighest priority. Team members are the Company’s most valued asset, and the Company is committed to the health and safety of its team members and their families. To support the Company’s team members during the height of the pandemic, the Company expanded remote work opportunities where possible and implemented extensive
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CORPORATE GOVERNANCE
health and safety measures, such as enhanced sanitization protocols and distribution of personal protective equipment, to provide a safe working environment for its team members. The Company continues to monitor guidance from federal and local health authorities in evaluating the need for continued COVID-19 health and safety protocols with regard to ongoing operations.
It is the shared responsibility of every employeeteam member to actively participate in creating a safe and secure environment and to minimize injuries. The hallmarks of the Company’s safety and security programs are:
■
Resources and education to ensure safe and secure operating environments at the parks, as well as to improve overall workplace safety and health;
■A highly trained workforce that proactively assesses risks, strives to eliminate unsafe conditions, and integrates learning from incidents to prevent future occurrences; and
■Dedicated leadership, accountability, and employeeteam member empowerment.
DuringThe Company uses a robust risk management software tool when conducting audits, for Occupational Health and Safety (OSHA) and other safety trainings, and for predictive analytics. All managers in the COVID-19 pandemic, the Company introduced industry-leading initiativesCompany’s Safety Department are required to protect both its employees and guests, including an advance reservation system for admission to the parks, touchless temperatureobtain various safety and security screening, contactless transactions, social-distancing protocols,certifications including OSHA, Americans with Disabilities Act (ADA) Coordinator, and enhanced sanitization, among many others.Certified Protection Professional (ASIS CSP).
Team members are provided with ongoing resources and education to continuously promote safe and secure operating environments at the parks. This includes compliance with OSHA standards, improving overall workplace safety and health, regular and ongoing safety training and assessments, and annual safety audits.
Philanthropy and Community Relations
The Company supports the communities in which its parks are located by partnering with charitable organizations throughout North America whose missions align with the Company’s mission to create thrilling, memorable experiences for all.
The parks assist their surrounding communities by partnering with state and local emergency response units to help coordinate relief efforts in the event of hurricanes, wildfires, and other natural disasters. In response to the COVID-19 pandemic, the Company supported vaccination efforts by donating over $12.5 million worth of single-day admissions tickets to individuals upon their first dose of the vaccine. In addition, the Company assisted state and local efforts by enabling park locations to serve as testing and vaccination sites and by donating food and critically needed personal protective equipment supplies. The Company also supported local schools by donating masks to teachers and students.
The Company encourages employeeteam member volunteerism at all of its locations through organized activities. For example, most of the Company’s full-time employeesteam members spend at least an entire day each year volunteering on projects in their local communities to help others. From helping to build homes to organizing food pantries and creating reading rooms, the Company supports local charitable organizations and educational efforts year-round.
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CORPORATE GOVERNANCE
The Company is passionate about the communities surrounding its parks, and the Company’s employeesteam members enjoy working together for the greater good. The Company supports the local communities by:
■Promoting science and math and hands-on learning for students at in-park science, technology, and engineering programs;
■Sponsoring and coordinating donations of toys, books, and food through the parks;
■Honoring the service of U.S. military personnel and their families by offering complimentary and/or discounted admission to the parks; and
■Hosting special events to support various charities whose mission focuses on improving health and quality of life, and supporting those affected by natural disasters.
Park locations frequently serve as distribution sites during a local or national crisis or emergency. In response to the COVID-19 pandemic, the Company has supported state and local efforts by enabling park locations to serve as testing and vaccination sites and by donating food and critically-needed PPE supplies. The Company has also supported local schools by donating Six Flags-branded masks to teachers and students.
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CORPORATE GOVERNANCE
Sustainability, Climate Change, and Supply Chain
The Company is committed to environmental sustainability and to addressing its role in climate change. The Company’s commitment to environmental stewardship is focused on energy management, water conservation, and waste reduction. The Company is enhancing its water reclamation initiatives include recycling, reducingand continues to prioritize recyclable or biodegradable products in both its operations and supply chain. The Company also continues to seek to incorporate solar power into its operations and otherwise reduce its greenhouse gas emissions,emissions. The Company has engaged third party experts to measure its carbon footprint so it can enhance its current environmental initiatives with specific waste, water and utilizing renewable energy. For example, twoenergy reduction targets and initiatives. The Company is also in the process of developing an environmental management system to monitor and evaluate the Company’s parks have installed over 30 megawattsperformance of solar power systems, and installation will begin at a third park during 2021.its environmental programs.
In addition, the Company has implemented measures to meaningfully reduce waste at its parks including (i) installing contactless fixtures in all restrooms to significantly reduce water usage and waste, (ii) replacing restroomusing hand dryers instead of paper towels with air dryers,in restrooms, (iii) making recycling bins widely available for guests to recycle plastic and aluminum, (iv) eliminating disposable cup lids and straws from inventory, and (v) creating a strawless souvenir cup.
In 2021, the Company implemented a vendor code of conduct, which defines the Company’s expectations of its suppliers regarding protecting human rights in the supply chain. All suppliers are required to agree to this code of conduct in order to do business with the Company. Protecting human rights is embedded in the Company’s governance and culture.
The Company is also committed to the ethical treatment of animals through supply chain and food sourcing management. For example, in 2016, the Company announced that it would convert 100% of the eggs in its supply chain to “cage-free” varieties within ten years. The Company is ahead of schedule, having successfully converted all egg products – both whole eggs and substitutes – used in its operations to cage-free. The Company is now working diligently with its suppliers of products containing egg-based ingredients (such as pre-made mixes and pre-baked goods) to convert those ingredients to cage-free and plan to achieve 100% cage-free compliance for all egg ingredients as soon as practicable.
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20202021 NON-EMPLOYEE DIRECTOR COMPENSATION
The Compensation Committee is responsible for recommending compensation and benefits for non-employee directors to the Board. In discharging this duty, the Compensation Committee is guided by three goals: (i) compensation should fairly pay directors for work required in a company of size and scope similar to the Company; (ii) compensation should align directors’ interests with the long-term interests of stockholders; and (iii) the structure of the compensation should be simple, transparent and easy for stockholders to understand. Annual compensation for non-employee directors for 20202021 was comprised of cash compensation (which could be deferred into stock units, or received in cash or stock)units) and equity compensation in the form of restricted stock awards.
Description of Non-Employee Director Compensation
At least annually, the Compensation Committee reviews the non-employee director compensation program. In 2020,2021, the Compensation Committee retained DeloitteFrederic W. Cook & Co., Inc. (“FW Cook”) to provide advice in connection with ongoing compensation matters related to the Company. DeloitteFW Cook provided the Compensation Committee with an analysis of the competitiveness of the Company’s non-employee director compensation program based on the Company’s peer group and general industry data. The Compensation Committee considered the market data, the amount and timing of past increases to the non-employee directors’ compensation, and the mix of cash and equity compensation in evaluating non-employee director compensation.
Cash and Equity Compensation
The following table sets forth the annual compensation for non-employee directors in 2020.as of December 31, 2021. Cash compensation is typically paid in equal quarterly installments atfollowing the beginningend of each fiscal quarter. However, beginning with the second quarter of 2020, all directors agreed not to receive the cash portion of their compensation during the remainder of 2020. Such compensation was paid in cash or stock during January 2021.
​
​​
Amount($)Compensation Type
​​
Amount
​
​
Annual Equity Retainer
​​
Base retainer
​​
$160,000
​
​
Restricted stock that vests one year from grant date; value determined by dividing the base retainer amount by the closing stock price on grant date
​​
Additional retainer amount for service as non-executive chair
​​
$120,000
​
​
Annual Cash Retainer
​​
70,000
​
​
Equity Retainer(1)Base retainer
​​
160,000
​
​
Non-Executive Chair Equity Retainer(1)
​​
100,000
​
​
Audit Committee Chair Retainer
​​
25,000
​
​
Compensation Committee Chair Retainer
​​
25,000
​
​
Nominating and Corporate Governance Committee Chair Retainer
​​
15,000
​
​
Risk Oversight Committee Chair Retainer(2)
​​
​$6,14180,000
​
​
Additional retainer amount for chair of Audit Committee Member Retainer
​​
12,500$30,000
​
​
Additional retainer amount for chair of Compensation Committee Member Retainer
​​
10,000$25,000
​
​
Additional retainer amount for chair of Nominating and Corporate Governance Committee Member Retainer
​​
7,500$15,000
​
​
Risk OversightAdditional retainer amount for member of Audit Committee Member Retainer(2)(other than chair)
​​
$15,000
​
​
Additional retainer amount for each member of Compensation Committee and Nominating and Corporate Governance Committee (other than chairs)
​​
$3,07110,000
​
(1)
Granted in the form of restricted stock awards determined by dividing the amount of the equity retainer by the closing price of the Company’s common stock on the date of grant. The restricted stock vests in full on the earlier of the day immediately prior to the first annual meeting of stockholders after the date of grant or the first anniversary of the date of grant if the director continues to serve as a director through such date (or on the earlier of the death or disability of such director).
(2)
The amounts for the Risk Oversight Committee reflect compensation from September 2020 through year end. With the anticipated reduction in the size of the Board as of the Annual Meeting, the Board determined that the most effective means for oversight of the Company’s risks was to maintain the responsibility with the Audit Committee, and the Risk Oversight Committee was eliminated in February 2021.
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20202021 NON-EMPLOYEE DIRECTOR COMPENSATION
Effective as of May 5, 2021, the Board approved an increase in (i) the non-executive chair equity retainer from $100,000 to $120,000, (ii) the annual cash base retainer from $70,000 to $80,000, (iii) the annual cash retainer for the Audit Committee Chair from $25,000 to $30,000, (iv) the annual cash retainer for a member of the Audit Committee from $12,500 to $15,000, and (v) the annual cash retainer for a member of the Nominating and Corporate Governance Committee from $7,500 to $10,000.
In February 2021, the Board determined that the most effective means for oversight of the Company’s risks was to maintain the responsibility with the Audit Committee, and the Risk Oversight Committee was eliminated. From January 2021 through February 2021, $2,278 was paid to the chair, and $1,139 to each member, of the Risk Oversight Committee.
Cash Retainer Deferral Program
The Company maintains a director cash retainer deferral program under the Company’s Long-Term Incentive Plan. This program allows members of the Board to elect to receive stock units under the Long-Term Incentive Plan in lieu of the cash compensation for such member’s services as a director. Each deferred stock unit accumulates dividend equivalents, if and when dividends are declared and paid on the Company’s common stock, that are converted to additional deferred stock units annually as applicable. The conversion of stock units into shares and the distribution of such shares under this program occurs on the first business day following the thirtieth day after a director’s service as a director terminates.
Stock Ownership Guidelines
To further the Company’s objective of aligning the interests of directors with those of the Company’s stockholders, the Board has adopted stock ownership guidelines for non-employee directors. In May 2021, the director stock ownership requirements increased from three times to five times the annual cash base retainer. Each non-employee director should seek to have aachieve this level of ownership of Company stock that has a value approximately equal to at least three times the director’s annual cash retainer. For purposes of the guidelines, the annual cash retainer does not include any additional cash compensation paid for participation on any committee of the Board or for serving as Chair of any such committee. The ownership level should generally be achieved within threefive years of the date the person first becomes a director for newly appointed or elected directors. For purposes of the guidelines, the annual cash base retainer does not include any additional cash compensation paid for serving as a member or chair of any committee of the Board. All of the current directors are in compliance, or on target to achieve compliance, with the Company’s stock ownership guidelines.
Effective May 2021, the director stock ownership requirements will increase to five times the annual cash retainer and achievement will be required within five years of the date the person first becomes a director for newly appointed or elected directors.
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20202021 NON-EMPLOYEE DIRECTOR COMPENSATION
20202021 Non-Employee Director Compensation
Employee directors do not receive any compensation in connection with their director service. During 2020, Mr.2021, Messrs. Bassoul and Spanos waswere the only employee director,directors, and histheir compensation as an employee is set forth in the 20202021 Summary Compensation Table. The following table sets forth compensation paid to or earned by each non-employee director for 2020:2021:
​
Director
​​
Fees Earned
or Paid
in Cash($)(1)(2)
​​
Stock
Awards($)(3)(4)
​​
Total($)
​
​
Ben Baldanza
​​
82,507
​​
​185,047
​​
​267,554
​
​
Selim Bassoul
​​
74,615
​​
​185,047
​​
259,662
​
​
Esi Eggleston Bracey
​​
34,484
​​
119,987
​​
154,471
​
​
Kurt M. Cellar
​​
104,128
​​
160,007
​​
264,135
​
​
Nancy A. Krejsa
​​
88,970
​​
160,007
​​
248,977
​
​
Jon L. Luther(5)
​​
27,912
​​
—
​​
27,912
​
​
Usman Nabi(5)
​​
4,375
​​
—
​​
4,375
​
​
Stephen D. Owens(5)
​​
37,507
​​
—
​​
37,507
​
​
Enrique Ramirez
​​
35,251
​​
119,987
​​
155,238
​
​
Richard W. Roedel
​​
97,495
​​
​260,000
​​
​357,495
​
​
Arik Ruchim(6)
​​
—
​​
—
​​
—
​
​
Director(1)
​​
Fees Earned
or Paid
in Cash($)(2)(3)
​​
Stock
Awards($)(4)(5)
​​
Total($)
​
​
Ben Baldanza
​​
123,576
​​
159,998
​​
283,574
​
​
Esi Eggleston Bracey
​​
100,508
​​
159,998
​​
260,506
​
​
Kurt M. Cellar(6)
​​
35,000
​​
—
​​
35,000
​
​
Denise M. Clark
​​
71,250
​​
159,998
​​
231,248
​
​
Nancy A. Krejsa(6)
​​
28,111
​​
—
​​
28,111
​
​
Enrique Ramirez
​​
113,576
​​
159,998
​​
273,574
​
​
Richard W. Roedel(6)
​​
32,477
​​
—
​​
32,477
​
​
Arik Ruchim(7)
​​
—
​​
—
​​
—
​
(1)
Mr. Bassoul was the Non-Executive Chairman of the Company from January 1, 2021 to November 14, 2021, at which time he was appointed President & CEO of the Company. While Mr. Bassoul was Non-Executive Chairman, he earned (a) $104,975 in fees for service as a director on the Board (including as a member of the Audit Committee and Chair of the Nominating and Corporate Governance Committee), which was given to Mr. Bassoul in the form of stock (2,421 shares) pursuant to his deferral election under the director cash retainer deferral program, and (b) restricted stock awards, valued at $279,976, which were granted as compensation for his service as a director on the Board and as Non-Executive Chairman. See “Executive Compensation–2021 Grants of Plan-Based Awards” and “Executive Compensation–2021 Outstanding Equity Awards at Fiscal Year-End Awards” for additional information on Mr. Bassoul’s equity compensation.
(2)
The following table sets forth the components of annual cash compensation earned by each non-employee director in 2020:2021:
​
 
​​
 
​​
Committees
​​
 
​
​
Director
​​
Retainer($)
​​
Audit
Committee
Chair /
Member($)
​​
Compensation
Committee
Chair /
Member($)
​​
Nominating
Corporate
Governance
Chair /
Member($)
​​
Risk Oversight
Committee Chair
/ Member($)
​​
Total Cash
Amount($)
​
​
Ben Baldanza
​​
76,664
​​
12,745
​​
24,988
​​
9,179
​​
—
​​
123,576
​
​
Esi Eggleston Bracey
​​
76,660
​​
12,705
​​
10,016
​​
—
​​
1,127
​​
100,508
​
​
Kurt M. Cellar
​​
23,333
​​
8,333
​​
3,333
​​
—
​​
—
​​
34,999
​
​
Denise M. Clark
​​
53,333
​​
10,000
​​
—
​​
7,917
​​
—
​​
71,250
​
​
Nancy A. Krejsa
​​
23,333
​​
—
​​
—
​​
2,500
​​
2,278
​​
28,111
​
​
Enrique Ramirez
​​
76,667
​​
26,910
​​
8,861
​​
—
​​
1,139
​​
113,577
​
​
Richard W. Roedel
​​
23,328
​​
4,163
​​
—
​​
4,986
​​
—
​​
32,477
​
​
Arik Ruchim
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​

​
​​
​​
Committees
​​
​
​
Director
​​
Retainer($)
​​
Audit
Committee
Chair /
Member($)
​​
Compensation
Committee
Chair /
Member($)
​​
Nominating
Corporate
Governance
Chair /
Member($)
​​
Risk Oversight
Committee Chair
/ Member($)
​​
Total Cash
Amount($)
​
​
Ben Baldanza
​​
59,615
​​
—
​​
17,266
​​
5,625
​​
—
​​
82,506
​
​
Selim Bassoul
​​
59,615
​​
9,375
​​
—
​​
5,625
​​
—
​​
74,615
​
​
Esi Eggleston Bracey
​​
28,342
​​
—
​​
3,071
​​
—
​​
3,071
​​
34,484
​
​
Kurt M. Cellar
​​
70,000
​​
25,000
​​
6,511
​​
2,617
​​
—
​​
104,128
​
​
Nancy A. Krejsa
​​
70,000
​​
6,578
​​
—
​​
6,250
​​
6,141
​​
88,969
​
​
Jon L. Luther
​​
24,423
​​
—
​​
3,489
​​
—
​​
—
​​
27,912
​
​
Usman Nabi
​​
—
​​
—
​​
2,500
​​
1,875
​​
—
​​
4,375
​
​
Stephen D. Owens
​​
24,423
​​
4,361
​​
​8,723
​​
​—
​​
—
​​
37,507
​
​
Enrique Ramirez
​​
28,342
​​
3,838
​​
—
​​
—
​​
3,071
​​
35,251
​
​
Richard W. Roedel
​​
​69,995
​​
12,500
​​
—
​​
15,000
​​
—
​​
97,495
​
​
Arik Ruchim
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
During the transition periods from February 10, 2021 to May 5, 2021, and from November 14, 2021 to January 2, 2022, both the outgoing and incoming Chairs of the Board, the Audit Committee and the Nominating and Corporate Governance Committee, as applicable, received compensation. The Risk Oversight Committee was eliminated in February 2021.
(2)(3)
In lightNon-employee directors may defer all or a portion of the COVID-19 pandemic and to conservetheir cash no cash compensation for service on the Board or committees was paid for the second, third and fourth quarters of 2020. Such 2020 cash compensation was paid to each director in January 2021 in cash or stock at the director’s election. Both the current and former Chair elected to take all such compensationretainers in the form of stock units under the Long-Term Incentive Plan pursuant to the Company’s director cash retainer deferral program. The amount for Messrs. Baldanza and four ofRoedel, and Ms. Bracey includes $61,788, $32,477, and $100,508, the other paid directors elected to take at least a portionvalue of their 2020 cash compensation in the form of stock. Accordingly, Messrs. Baldanza, Bassoul, Ramirez and Roedel, Ms. Bracey, and Ms. Krejsa, received 1,102 shares, 1,973 shares, 824 shares, 603 shares, 1,008 shares, and 2,041 shares, respectively, on January 29, 2021.
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2021 NON-EMPLOYEE DIRECTOR COMPENSATION
In addition, non-employee directors may defer all or a portion of their cash retainer in the form of stock units under the Long-Term Incentive Plan pursuant to the Company’s director cash retainer deferral program. The amount for Mr. Roedel includes $69,995, the value of his
respective deferral under the director cash retainer deferral program, resulting in a grant of 3,682 deferred stock units. In addition, Messrs. Luther1,425, 749, and Roedel received 1,780 and 1,9652,318 deferred stock units, respectively, representing accumulated dividend equivalents in their
 2021 Proxy Statement | 21

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2020 NON-EMPLOYEE DIRECTOR COMPENSATION
respective deferred stock unit accounts.respectively. See “—Description of Non-Employee Director Compensation” for a discussion of the Company’s director cash retainer deferral program. Three of the paid non-employee director nominees, including the Chairman, have elected to receive at least a portion of their 2021 compensation in the form of deferred stock units.
(3)(4)
The dollar value represents the aggregate grant date fair value computed in accordance with stock-based accounting rules (Financial Standards Accounting Board ASC Topic 718) of the restricted stock awards granted to directors in 2020.2021. Dividends, if any, on unvested restricted stock accumulate and are paid on or about the time that the shares of common stock underlying the restricted stock are delivered. The assumptions used in the calculation of these amounts are discussed in Note 10 to the Company’s consolidated financial statements included in the annual report on Form 10-K for the fiscal year ended December 31, 2020January 2, 2022 (the “Form 10-K”).
(4)(5)
As of December 31, 2020,January 2, 2022, Messrs. Baldanza Bassoul and Cellar,Ramirez, and Ms. KrejsaBracey and Ms. Clark, each had outstanding 8,4173,690 shares of restricted stock, and Ms. Bracey and Mr. Ramirez had outstanding 6,976 shares of restricted stock, all of which vest on May 4, 2021. In December 2020, Mr. Roedel transferred 13,677 outstanding shares of restricted stock to his spouse, which vest on May 4, 2021.5, 2022. The grant date fair value of such awards is reflected in the 20202021 Non-Employee Director Compensation Table. There are no outstanding stock option awards for any non-employee director.
(5)(6)
Messrs. LutherCellar and OwensRoedel, and Ms. Krejsa resigned as directors effective May 6, 2020. Mr. Nabi resigned as a director effective January 30, 2020.5, 2021.
(6)(7)
Mr. Ruchim previously advised the Board that he did not wish to receive any director fees because his interests are already highly aligned with stockholders due to his position with H Partners, LP, a significant stockholder of the Company.
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PROPOSAL 1:
ELECTION OF DIRECTORS
The Board has nominated and recommends for election as directors the sevensix nominees named in this Proxy Statement to serve until the next annual meeting of stockholders and until their respective successors are duly elected and qualified. After many years of distinguished service, Messrs. Cellar and Roedel and Ms. Krejsa will retire from the Board as of the Annual Meeting. Accordingly, theyThere are not included as nominees for election at the Annual Meeting. The size of the Board will be reduced from nine to seven members immediately prior to the Annual Meeting pursuant to a resolution adopted by the Board. Following the Annual Meeting, there will be no vacancies on the Board. The Company has engaged a search firm with the goal to add at least one additional director to the Board in 2022. The Nominating and Corporate Governance Committee is overseeing the search and is prioritizing diversity in its selection process.
Each nominee has consented to be named as a nominee and to serve if elected. Should any of the nominees become unable to serve as a director (which the Board does not expect), the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement.
​
Name
​​
Age as of
March 1, 20212022
​​
Position with the Company
​
​
Ben Baldanza
​​
5960
​​
DirectorNon-Executive Chairman of the Board
​
​
Selim Bassoul
​​
6465
​​
Chairman of the BoardDirector, President, and Chief Executive Officer
​
​
Esi Eggleston Bracey
​​
5051
​​
Director
​
​
Denise M. Clark
​​
6364
​​
Director Nominee
​
​
Enrique Ramirez
​​
4950
​​
Director
​
​
Arik Ruchim
​​
4041
​​
Director
​
​
Michael Spanos
​​
56
​​
Director, President, and Chief Executive Officer
​
As discussed under “Corporate Governance—Board Composition Overview,” in evaluating director nominees, the Nominating and Corporate Governance Committee considers a variety of factors. The nominees have a wide range of qualifications, skills, and experiences that align with the Company’s long-term corporatebusiness strategy. The following table summarizes the key qualifications and skills of each director nominee that were most relevant to the decision to nominate him or her to serve on the Board. The lack of a mark does not mean the director does not possess that qualification or skill; rather, a mark indicates a specific area of focus or expertise on which the Board relies most heavily. Each director’s biography describes these qualifications and relevant experience in more detail.
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PROPOSAL 1: ELECTION OF DIRECTORS


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PROPOSAL 1: ELECTION OF DIRECTORS

Ben Baldanza, age 59
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PROPOSAL 1: ELECTION OF DIRECTORS
​Ben Baldanza

Non-Executive Chairman
Director since: February 2020
Age: 60
​​
Mr. Baldanza is Chief Executive Officer of Diemacher LLC, an advisory firm helping businesses restructure, raise revenues, and reduce costs. From 2006 to 2016, Mr. Baldanza served as the President and Chief Executive Officer, and as a director, of Spirit Airlines, Inc., a low costcommercial passenger airline. Prior to joining Spirit Airlines, Inc., Mr. Baldanza held positions in finance, marketing, and operations at various airlines. He currently serves as a director and Chairman of the Audit Committee of JetBlue Airways Corporation. He is also an operating partner with Sterling Investment Partners, a private equity firm, and an Adjunct Professor of Economics at George Mason University. He holds a B.A. from Syracuse University and an M.A. in Public Administration from Princeton University. Mr. Baldanza brings to the Board extensive financial, commercial, and operational experience with expertise in strategic planning, financial planning, budgeting, revenue management, productivity, human resources, and labor relations.
​Selim Bassoul age 64

Director, President, and Chief Executive Officer
Director since: February 2020
Age: 65
​​
Mr. Bassoul became President and Chief Executive Officer of the Company in November 2021 and was the Chairman of the Board
Director since: from February 2020
2021 to November 2021. Mr. Bassoul served as President and Chief Executive Officer, and Chairman of The Middleby Corporation, a manufacturer of food service and processing equipment, from 20042001 to 2019. Mr. Bassoul previously served on the boards of 1847 Goedeker Corporation, Confluence Outdoor, Piper Aircraft, Inc., and Scientific Protein Laboratories LLC. Mr. Bassoul currently serves as a director and non-executive chairman of Diversey Holdings, Ltd., where he is a member of the Audit Committee and People Resources Committee. He holds a B.A. in Business Administration from the American University of Beirut, and an M.B.A. in Finance and Marketing from the Kellogg School of Management at Northwestern University. Mr. Bassoul isBassoul’s proven leadership as Chairman, President and Chief Executive Officer of The Middleby Corporation, his operational expertise in multiple geographies, and strong focus on customer experience, culinary and food service, and global expansion, make him especially qualified to serve as a valuable member of the Board because of his experience inand guide the areas of culinary and food service, consumer information and insights, strategy, and mergers and acquisitions.Company strategically.
​Esi Eggleston Bracey age 50

Director since: August 2020
Age: 51
​​
Ms. Bracey has served as Executive Vice President and Chief Operating Officer of North America Beauty and Personal Care at Unilever PLC, a multinational consumer goods company, since January 2018. Ms. Bracey was appointed as President Designee of Consumer Beauty at Coty Inc., a global beauty company, in November 2015, and served as President from October 2016 until March 2017. She previously served as Senior Vice President of Global Cosmetics at The Procter & Gamble Company, a worldwide consumer goods company, from August 2009 to October 2016. Ms. Bracey serves as a director of Williams-Sonoma, Inc., where she is a member of the Audit and Finance Committee. Ms. Bracey holds a B.A. in Engineering Sciences from Dartmouth College. Ms. Bracey is well qualified to serve on the Board based on her significant strategic management and marketing experience in the retail and consumer goods industry.
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PROPOSAL 1: ELECTION OF DIRECTORS
​Denise M. Clark age 63

Director Nomineesince: May 2021
Age: 64
​​
Ms. Clark served as Senior Vice President and Global Chief Information Officer for The Estée Lauder Companies Inc., a multinational manufacturer and marketer of prestige skincare, makeup, fragrance, and hair products, from November 2012 until her retirement in March 2017. Prior to that role, Ms. Clark served as Senior Vice President and Chief Information Officer for Hasbro Inc., a multinational conglomerate with toy, board game, and media assets, from October 2007 to November 2012. Ms. Clark has over 20 years of experience in the delivery of enterprise resource planning, digital platforms, and innovative business transformation initiatives, with other prior experience at three other consumer goods companies: Mattel, Inc.; Warner Music Group, formerly a division of Time Warner Inc.; and Apple Inc. She currently serves as a director and Chair of the Nominating Committee of United Natural Foods, Inc., and served as a director and Chair of the Compensation Committee of Caesars Entertainment Corporation from 2018 to 2020. Prior to her business career, Ms. Clark served 13 years of active duty in the United States Navy. Ms. Clark holds a B.S. in Sociology from the University of Missouri and an M.B.A. from San Jose State University. Ms. Clark’s extensive background in consumer-facing businesses, particularly her expertise in information technology and business transformation, as well as her current and prior board experience will provideprovides valuable guidance to the Board valuable guidance on our strategic imperativesbusiness strategy and corporate governance. Ms. Clark was recommended by two non-employee directors and considered among other candidates in a comprehensive search utilizing a third-party search firm.
​Enrique Ramirez Mena age 49

Director since: August 2020
Age: 50
​​
Mr. Ramirez Mena currently serves as Managing Director/General Manager of Pizza Hut Latin America and Iberia, a division of Yum! Brands, Inc., a global restaurant operator including KFC, Pizza Hut, and Taco Bell brands. From January 2014 to April 2020, he served as Chief Financial Officer of Pizza Hut Global. Mr. Ramirez has held roles of increasing responsibility in finance and strategic development at Pizza Hut since 2010. Originally from Mexico City, he holds a B.A. in Economics from the Instituto Tecnologico Autonomo de Mexico and an M.B.A. from The Wharton School of the University of Pennsylvania. Mr. Ramirez brings strong financial expertise to the Board and provides insight into the Company’s operations, risks, and opportunities developed through his years of experience as an executive of a global restaurant operator.
​Arik Ruchim age 40

Director since: January 2020
Age: 41
​​
Mr. Ruchim is a Partner at H Partners, LP, an investment management firm. Prior to joining H Partners in 2008, Mr. Ruchim was at Creative Artists Agency and Cruise/Wagner Productions. Mr. Ruchim currently serves as a director of Tempur Sealy International, Inc., the world’s largest bedding provider, where he serves as a member of its Nominating and Corporate Governance Committee and its Compensation Committee, and as a member of the University of Michigan’s Tri-State Leadership Council, a group dedicated to enhancing educational opportunities for undergraduate and graduate students. Mr. Ruchim previously served as a director of Tempur Sealy International, Inc., a global leader in the design, manufacture and distribution of bedding products, Remy International, Inc., a global manufacturer of automotive parts, and as a director of Dick Clark Productions, a television production company. Mr. Ruchim has a Bachelor of Business Administration with Distinction from the University of Michigan. Mr. Ruchim brings to the Board a strong business acumen and extensive investment experience, as well as a vigorous record of stockholder value creation.
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PROPOSAL 1: ELECTION OF DIRECTORS
Michael Spanos, age 56Required Vote
President and Chief Executive Officer
Director since: October 2019
Mr. Spanos became President and Chief Executive Officer of the Company in November 2019. Prior to joining the Company, Mr. Spanos served as the Chief Executive Officer, Asia, Middle East and North Africa, of PepsiCo, Inc., a leading global food and beverage company, from January 2018 to November 2019. Mr. Spanos previously served as interim head of PepsiCo, Inc.’s Asia, Middle East and North Africa division from October 2017 to January 2018 and as President and Chief Executive Officer, PepsiCo Greater China Region, from September 2014 to January 2018. Prior to that, Mr. Spanos served as Senior Vice President and Chief Customer Officer, PepsiCo North America Beverages from October 2011 to September 2014. Mr. Spanos previously held management roles of increasing responsibility at PepsiCo, Inc. since 1993 in North America, Europe, Asia, and the Middle East. Before joining PepsiCo, Inc., Mr. Spanos served in the United States Marine Corps from 1987 to 1993. Mr. Spanos holds a B.S. degree from the U.S. Naval Academy and a Master’s degree in Organizational Behavior from the University of Pennsylvania. Mr. Spanos’s leadership skills, operational experience across multiple geographies, and strategic acumen leading transformational agendas, make him a valuable member of the Board.
Required Vote
A plurality of the votes cast is required to elect each director. If you own shares through a bank, broker, or other holder of record, you must instruct your bank, broker, or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this Proposal 1.
​
FOR
✔
​​
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF ALL OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.
​
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AUDIT COMMITTEE REPORT
The members of the Audit Committee have been appointed by the Board. The Audit Committee is governed by a written charter that is reviewed annually by the Audit Committee. The Audit Committee is comprised of sixfour independent directors.
The Audit Committee assists the Board in fulfilling its responsibility to oversee management’s conduct of the Company’s financial reporting process. It does so by reviewing (i) the financial reports and other financial information provided by the Company to any governmental body or to the public, (ii) the Company’s systems of internal controls regarding finance, disclosure, accounting, and legal compliance, and (iii) the Company’s auditing, accounting, and financial reporting processes generally.
Management is responsible for the preparation and integrity of the Company’s consolidated financial statements. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditing standards and for issuing a report thereon. The Audit Committee has independently met and held discussions with management and the independent registered public accounting firm.
The following is the report of the Audit Committee of the Company with respect to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2020.January 2, 2022.
To fulfill its responsibility:
■The Audit Committee has reviewed and discussed with management the Company’s audited consolidated financial statements and management’s assessment of the effectiveness of the Company’s internal controls over financial reporting.
■The Audit Committee has discussed with KPMG LLP, the Company’s independent auditor, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.
■The Audit Committee has received written disclosures and the letter from KPMG LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG LLP’s communications with the Audit Committee concerning independence and has discussed with KPMG LLP its independence.
Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the Company’s audited consolidated financial statements and management’s assessment of the Company’s internal controls over financial reporting for the fiscal year ended December 31, 2020January 2, 2022 be included in the Company’s Annual Report on Form 10-K for such year for filing with the SEC.
THE AUDIT COMMITTEE
Enrique Ramirez (Chair)
Ben Baldanza
Selim Bassoul
Esi Eggleston Bracey
Kurt Cellar
Richard W. RoedelDenise Clark
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COMPENSATION DISCUSSION AND ANALYSIS
Named Executive Officers
This Compensation Discussion and Analysis contains information regardingis a summary of the Company’s compensation programs, policies and objectives, and, in particular, their application to a specific group of individuals in their roles at the Company in 20202021 that we refer to as the named executive officers.officers (“NEOs”).
2021 Named Executive Officers
​
Name
​​
Title
​
​
Michael SpanosSelim Bassoul
​​
President and& Chief Executive Officer (“CEO”)
​
​
Sandeep Reddy
​​
Executive Vice President (“EVP”) & Chief Financial Officer (“CFO”)
​
​
Laura W. Doerre
​​
Executive Vice President,Former EVP, General Counsel and(“GC”) & Chief Administrative Officer (“CAO”)
​
​
Marshall BarberMichael Spanos
​​
Former Chief Financial OfficerPresident and CEO
​
Executive Summary
Executive Compensation Pay Practices
The Company strives to align its executive compensation program with the interests of the Company and its stakeholders by focusing the executive compensation program on incentive compensation that emphasizes “pay-for-performance,” and rewarding the executives for performance against pre-established financial and strategic goals. Rewarding improvement in the Company’s financial and operating results and the creation of sustainable long-term stockholder value are key characteristics of the Company’s compensation philosophy. The following are notable pay practices that the Company maintains and those that it avoids:
​
What We Do
​
​
Leonard A. Russ✔
​​
Current Senior Vice President, Operations Services, Former Interim Chief Financial OfficerAnnual Say-on-Pay vote
​
​
Brett Petit✔
​​
Former Senior Vice President, Marketing & SalesAnnual review of peer group
​
​
Catherine Aslin✔
​​
Former Senior Vice President, Human ResourcesStock ownership guidelines
​
​
✔
​​
Clawback policy covering both cash and equity
​
​
✔
​​
Double trigger for vesting on change in control
​
​
✔
​​
No guaranteed minimum payouts
​
​
✔
​​
Capped incentive awards
​
​
✔
​​
Significant focus on performance-based pay
​
​
✔
​​
Active stockholder engagement
​
​
✔
​​
Independent compensation consultant reporting to the Compensation Committee
​
2020 Performance — Materially Impacted by COVID-19 Pandemic
​
What We Do Not Do
​
​
✘
​​
No hedging or pledging of Company stock
​
​
✘
​​
No excise tax gross-ups upon change of control
​
​
✘
​​
No repricing of stock options without stockholder approval
​
​
✘
​​
No plans that encourage excessive risk taking
​
​
✘
​​
No excess dilution through careful monitoring of burn rate and overhang
​
​
✘
​​
No excessive perquisites
​
​
✘
​​
No payment of dividends or dividend equivalents on unearned or unvested equity awards
​
Recent Management Changes
The impactCompany experienced recent shifts in its executive management team as described below, including the appointment of Mr. Bassoul as CEO in November of 2021, which the COVID-19 pandemicBoard believes will promote a dynamic performance driven culture focused on the Company’s business has been more substantial than any other event throughout the Company’s history. In response to the COVID-19 pandemic, federal, state,guest experience and local governments implemented significant restrictions on travel, social conduct, and business operations, including mass quarantine and social distancing mandates and orders. The pandemic and these containment measures have had, and may continue to have, a material negative impact on the Company’s business and financial performance. On March 13, 2020, the Company temporarily suspended operations at allsupportive of its theme parks and waterparks due to the COVID-19 pandemic. Through concerted action, the Company quickly implemented plans to mitigate the crisis and position the Company for future success while ensuring the health and safety of the Company’s employees and guests. As a result of these actions, most of the Company’s theme parks and waterparks operated in at least some capacity for a portion of the season, albeit pursuant to reduced capacity and other operating limitations. Highlights of the Company’s response to the pandemic included:

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COMPENSATION DISCUSSION AND ANALYSIS
Executing on these measures quickly and effectively has helped to conserve liquidity, stabilize the business, and position the Company to open all of its parks safely as soon as permitted by local health and government authorities.
Prior to the pandemic, the Company initiated a transformation plan. The transformation plan consists of both revenue and cost initiatives designed to improve the Company’s core operational effectiveness and to support the Company’s strategy, delivering sustainable value creation over time. The Company’s strategy is to create thrilling, memorable experiences at its regional parks, delivered by a diverse and empowered team, through industry-leading innovation and technology. It is driven by three focus areas:an innovative spirit.
■ModernizingIn November 2021, the guest experience through technology,Company and Mr. Spanos entered into an agreement, pursuant to which Mr. Spanos stepped down as CEO and resigned as a member of the Board.
■Continuously improving operational efficiency, and
■Driving financial excellence.
Due to the outbreak of the COVID-19 pandemic in early 2020 and the resulting park closures, management redirected its focus on steering the Company through this crisis, causing a delay in the Company’s transformation plan. However, in the latter half of 2020, the Company’s management team made significant progress on each of the transformation initiatives. The Company designed the transformation plan to generate an incremental $80 to $110 million in annual run-rate Adjusted EBITDA (a non-GAAP financial measure).1 Adjusted EBITDA is defined on page 39 of this Proxy Statement. The Company aspires to realize $30 to $35 million of Adjusted EBITDA in 2021, independent of attendance levels, and to achieve the remaining benefits through incremental revenue opportunities and lower variable costs once the Company is in a normal operating environment.
Although the response to the pandemic and the significant progress the Company made on its transformation plan demonstrated that the Company has an extremely dedicated and conscientious management team, because of the pandemic’s impact on the Company’s operations and financial performance, no annual incentives were paid to any executives for 2020.
1
As explained in the Form 10-K, information reconciling forward-looking Adjusted EBITDA to net (loss) income is unavailable to the Company without unreasonable effort. The Company is not able to provide reconciliations of Adjusted EBITDA to net (loss) income because certain items required for such reconciliations are outsideappointed Mr. Bassoul as its CEO in November 2021. Mr. Bassoul previously served as the Company’s Non-Executive Chairman of the Company’s control and/or cannot be reasonably predicted, such as depreciation, amortization andBoard since February 2021. Also in November 2021, Mr. Baldanza was appointed Non-Executive Chairman of the provision for income taxes. Preparation of such reconciliations would require a forward-looking balance sheet, statement of income and statement of cash flow, prepared in accordance with GAAP, and such forward-looking financial statements are unavailable to the Company without unreasonable effort.
Board.
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■In December 2021, the Company eliminated the CAO role and in connection with that elimination, Ms. Doerre departed her role as GC and CAO.
■
In February 2022, Mr. Reddy notified the Company of his decision to resign as CFO effective March 27, 2022.
COVID-19 Response
The COVID-19 pandemic had, and may continue to have, a material negative impact on the Company’s business and financial performance. In March 2020, the Company was required to temporarily close its parks due to the pandemic. As of May 29, 2021, the Company had opened all of its parks, and, as of June 15, 2021, none of its parks were subject to mandated capacity constraints, with the exception of three parks outside the United States (two of which, in Mexico, had capacity restraints lifted as of October 18, 2021). Throughout the pandemic, the Company has implemented plans to mitigate the impact of the pandemic on its business and to ensure the health and safety of its team members and guests. Highlights of the Company’s response to the pandemic included:


Changes to Compensation Program Structure
With the appointment of a new CEO in November 2019, theThe Company conducted a comprehensive review of its annual and long-term incentive programs to enhance alignment with strategic initiatives and stockholder value creation. The Company moderately adapted its original plansWith the appointment of a new CEO in response to the challenges and uncertainty presented by the pandemic in 2020. As the business begins to normalize in the wake of the pandemic,November 2021, the Compensation Committee plans to return to its original compensation design structure adopted in early 2020, beginning in 2021. The Compensation Committee has crafted both short-term and long-term incentives closely tied to the transformation plan.Company’s strategy and commitment to improving business results, Company culture and the guest experience.
​
Changes made in 2021:
Annual Cash Incentive
​
​
Changes for 2020
​​
Changes for 2021
​​
Anticipated Future Changes
​
​■
■ Updated performance criteria in February 2020 using a revenue growth metric (25% weighting) instead of the net debt metric previously used, maintained Adjusted EBITDA (50% weighting), guest satisfaction (12.5% weighting), and safety (12.5%
weighting) metrics.
■ Retained, but modified, an Adjusted EBITDA performance gate; if Adjusted EBITDA did not meet or exceed the gate, no annual incentives would be earned, regardless of achievement of
the other metrics.
■ Due to the pandemic, the Company did not achieve the Adjusted EBITDA gate of $382.5 million for 2020 and, as a result, no annual cash incentives were earned or
paid.
​​
■ In view of ongoing uncertainties due to the pandemic, focus on cash generation necessary to fuel growth and service the Company’s fixed obligations by adoptingIncorporated a modified cash flow metric (Adjusted EBITDA less capital expenditures; 75%expenditures)
weighting).
■ Maintained guest satisfaction (12.5% weighting)Eliminated revenue growth and safety
(12.5% weighting) metrics.
■ Eliminated Adjusted EBITDA
gate.
metrics
■​Removed Adjusted EBITDA gate
Long-Term Equity Incentive
​■
■ OnceReturned to original long-term equity incentive award mix intended to commence in 2020 of 50% PSUs and 50% RSUs, rather than 100% RSUs, which had been used in 2020 as a result of the business normalizes, will reconsider appropriate short-term financial metrics, but maintain guest satisfaction (12.5% weighting) and safety (12.5% weighting)uncertainty created by the pandemic
metrics.
​
Changes for 2022:
Given the continued uncertainties due to the pandemic in 2021, the Company was focused on liquidity and cash generation necessary to make needed investments in the business and service the Company’s fixed obligations. In order to reflect this focus in the Company’s compensation strategy, the Company adopted a modified cash flow metric as the primary component of the annual incentive plan. Even though uncertainty regarding the continuing
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COMPENSATION DISCUSSION AND ANALYSIS
​
Long-Term Equity Incentives
​
​
Changes for 2020
​​
Changes for 2021
​​
Anticipated Future Changes
​
​
■ As previously disclosed, neither stock options nor Project awards were used in the design of the long-term
incentive program for 2020.
■ Revised program was originally designed to consist of 50% restricted stock units (“RSUs”) and 50% performance stock units (“PSUs”). The Compensation Committee believes that a combination of RSUs and PSUs better aligns with current market practice and stockholder interests, and will enhance the Company’s ability to drive stockholder value while attracting, retaining, and motivating
leadership talent.
■ Due to the uncertainty created by the impact of the pandemic at the time the Compensation Committee was considering the performance criteria for the long-term incentive plan, the Compensation Committee determined that it was impracticable to establish meaningful long-term performance metrics. Instead, the 2020 grants to named executive officers consisted 100% of RSUs to motivate leading the business to recovery and growth and to provide a more effective
retention tool.
​​
■ Returned to original intent of
50% RSUs and 50% PSUs.
■ RSUs will vest 1/3 per year over three years, and PSUs will vest on the third anniversary of the grant, provided the applicable
performance criteria are met.
■ PSU targets are based upon Adjusted EBITDA (60%) and Revenue (40%) achieved in the third year of the plan (2023), in each case aligned with the goals of the
transformation plan.
■ PSUs will vest in a range of 0-200% of target, with threshold achievement resulting in 50% vesting and maximum achievement resulting in 200% percent vesting; achievement of target in the second year of the plan will result in an enhancement but in no event to exceed 200% of target in the
aggregate.
​​
■ Will continue with 50% RSUs and 50% PSUs for named
executive officers.
■ RSUs will vest 1/3 per year over three years, and PSUs will vest on the third anniversary of the grant, provided the applicable
performance criteria are met.
■ Performance criteria to be aligned with the transformation plan and long-term strategic plan; specific
criteria to be determined.
​
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impact of the pandemic remains, as the business has begun to normalize in 2022, the Company is focusing its growth strategy on elevating the guest experience through initiatives such as (i) improving ride efficiency and convenience, (ii) creating fun through employee friendliness, (iii) enhancing park cleanliness, (iv) delivering better quality food, (v) providing more guest amenities, and (vi) upgrading guest facing technology, including the mobile app. Since safety is inherent in guest satisfaction and guest experience, the Company removed the safety metric as a separate component of the annual incentive plan. The Board, including through its committees, will continue to monitor the Company’s safety performance through periodic updates from management. For 2022, the annual incentive plan components will be modified cash flow (80% weighting), guest satisfaction (10% weighting), and growth of food and beverage business (10% weighting). Since the performance goals in the 2022 annual incentive plan require stretch performance by the Company to levels that have not historically been achieved, the NEOs (other than the CEO) will have a maximum opportunity of 300% of target.
With the Company’s renewed focus on growth and inspiring a culture of ownership and responsibility, beginning in 2022, the Compensation Committee will implement a long-term equity incentive award mix for NEOs that places more emphasis on PSUs (weighted at 80%) than RSUs (weighted at 20%). The performance goals under the 2022 long-term incentive plan will closely align to the CEO PSU award granted in November 2021 consisting of performance goals tied to (i) Adjusted EBITDA for the 2022, 2023 and 2024 calendar years ranging from $560,000,000 to $710,000,000, (ii) employee and guest satisfaction, and (iii) other ESG achievement metrics. In an effort to align the compensation structure of the NEOs to the new CEO, a larger-than-normal PSU is being granted to NEOs (excluding the CEO) in 2022. As a result of increasing the PSU grant size for 2022, the Company does not intend to make additional PSU grants until the earlier of (x) 2025 and (y) when the Company achieves $710,000,000 in Adjusted EBITDA. To focus the Company’s management on its ESG strategy, the 2022 PSU award will include the same ESG metrics as provided in the CEO’s new hire award (described below). Finally, the maximum opportunity for the 2022 PSU is being temporarily increased (excluding the CEO) from 200% of target to 400% of target for certain team members to recognize the aspirational performance goals (further discussed below).
Executive Compensation
Executive Compensation Philosophy and Objectives
Total direct compensation for the named executive officersNEOs is generally a combination of three components:

 
The Company takes a holistic approach to executive compensation and is mindful of the Company’s broad group of stakeholders. The primary goal of the Company’s executive compensation program is to drive long-term growth, and stockholder value, and favorable outcomes for other stakeholders through threethe following key objectives:
​
Attract, Retain, and Motivate Leadership Talent
​​
•
​​
Establish a fair and competitive compensation program
​
​
•
​​
Use multi-year vesting schedules for long-term equity grants
​
​
•
​​
Consider comparable market data as appropriate
​
​
Align PayExecutives’ Interests with Stockholder Intereststhose of Stakeholders
​​
•
​​
Tie a significant portion of total compensation opportunity to business and individual performance
​
​
•
​​
Maintain appropriate mix of fixed and performance-based compensation
​
​
•
​​
Avoid encouraging unnecessary and excessive risk-taking
​
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COMPENSATION DISCUSSION AND ANALYSIS
​
Drive Company Performance through Compensation Payout
​​
•
​​
Reward named executive officersMotivate NEOs to make sound business decisions that improve stockholder value, and reward NEOs for meeting or exceeding Company’sCompany growth and strategic objectives
​
​
•
​​
Tie short-term incentives closely to Company’s performance
​
​
•
​​
Balance short-term and long-term compensation elements to motivate and reward superior performance and execution of business strategy
​
Compensation Practices
The Company strives to align its executive compensation program with the interests of the Company and its stockholders, and implements strong corporate governance in the executive compensation program to achieve this result. The chart below highlights certain pay practices that the Company maintains and those that it avoids:
​
What We Do:
​​
What We Do Not Do:
​
​
✔
​​
Pay for performance
​​
✘
​​
Dividends on equity paid prior to vesting
​
​
✔
​​
Annual Say-on-Pay vote
​​
✘
​​
HedgingTransparency and pledging of Company stock
​
​
✔
​​
Annual review of peer group
​​
✘
​​
Tax gross-ups upon change of control
​
​
✔
​​
Limited perquisites
​​
✘
​​
Repricing of stock options without stockholder approval
​
​
✔
​​
Stock ownership guidelinesEngagement
​​
​​
Share information with clear and transparent disclosures
​
​
✔
​​
Clawback policy
​​
​​
Encourage feedback through engagement with stockholders, stakeholders and employees on a regular basis to provide insight into the Company’s goals and strategy
​
Annual Say-on-Pay Vote and Stockholder Engagement
At the 2021 annual meeting, the Company was disappointed that the advisory say-on-pay proposal received support of only 59% of the votes. In a rapidly evolving executive compensation and corporate governance landscape, the Company places great importance on a continuous dialogue with its stockholders, and spends considerable time reflecting on feedback received. At the direction of the Compensation Committee, the Company continued its stockholder outreach initiative to better understand stockholders' key concerns with the Company's executive compensation program.
In November 2021, the Company invited 30 of its largest stockholders, representing holders of approximately 69% of the Company's outstanding common stock, to participate in discussions regarding executive compensation, corporate governance or any other topics of interest. The Chair of the Compensation Committee together with members of senior management, participated in the discussions. The Company ultimately had discussions with twelve of those stockholders, representing holders of approximately 38% of its outstanding common stock. The engagement team sought feedback on the Company’s executive compensation program, governance, ESG and any other topics of interest to the participating stockholders. The Company also shared its perspective on the various topics as well as its rationale for recent compensation decisions, especially in light of the uncertainty surrounding the pandemic. In addition to these discussions, the Company also received feedback from five other of its largest stockholders, representing holders of approximately 11% of the Company's outstanding common stock, that they fully understand and support the Company's executive compensation program and practices and that no discussion on the topic was necessary.
Following careful consideration of the stockholders’ feedback, as well as input from management and the Compensation Committee’s new independent compensation consultant, the Compensation Committee approved substantive changes to the executive compensation program for 2022 as described under “—Executive Summary—Changes to Compensation Program Structure”. The Compensation Committee will continue to consider stockholder feedback, input from its independent compensation consultant and the outcomes of future say-on-pay votes when evaluating its executive compensation programs and policies and making compensation decisions for the NEOs.
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​
Stockholder Engagement Program
​
​
✔■
​​
Double trigger for vestingContacted 30 largest stockholders, representing holders of approximately 69% of outstanding common stock, to solicit feedback on change in controlexecutive compensation, governance, ESG and other topics of interest to them.
​
​
■
​​
Engagement team included the Non-Executive Chairman, Chair of the Compensation Committee, former GC & CAO, and Senior Vice President, Corporate Communications and Investor Relations.
​
​
■
​​
Held calls with stockholders representing approximately 38% of outstanding common stock.
​
​
■
​​
Received additional feedback from 5 other of Company’s largest stockholders, representing approximately 11% of outstanding common stock, that they support the Company's executive compensation program and that no discussion was necessary.
​
​
■
​​
​Feedback received from stockholders was conveyed to the Board and relevant committees of the Board and were a key input in the decisions made with respect to the Company’s executive compensation program.
​
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​
Stockholders Area of Concern
​​
Actions Taken
​
​
Disclosure of incentive plan performance goals
​​
■
​​
Enhanced disclosures around the annual incentive and long-term equity programs
​
​
​Increase performance emphasis of long-term equity awards and incentivize progress against ESG objectives
​​
■
​​
​2021 equity awards consisted of 50% PSUs and 50% RSUs; weighting of PSUs increased to 80% for 2022 (excluding the CEO who is not receiving additional equity grants in 2022)
​
​
■
​​
​Included ESG measures in CEO 2021 PSU award; the 2022 PSU awards for NEOs (excluding the CEO) include ESG performance goals consistent with CEO’s 2021 PSU award
​
​
​Consideration of other performance conditions for the annual incentive plan
​​
■
​​
Incorporated a modified cash flow metric (Adjusted EBITDA less capital expenditures) instead of Adjusted EBITDA and revenue growth to further align the annual incentive with the business strategy and key performance indicators
​
​
​​
■
​​
Eliminated Adjusted EBITDA gate
​
​
✔​Alignment between pay and performance
​​
No guaranteed minimum payouts■
​​
​​
Reviewed goal-setting process to ensure that performance goals strike the right balance between being achievable yet challenging, as well as motivate management to take actions that align with stockholder objectives while discouraging excessive risk-taking
​
​
✔​
​​
Capped incentive awards■
​​
Aligned performance targets to the long-term strategy
​
​
​Board refreshment and diversity
​​
■
​​
Added one new female independent director in 2021
​
​
■
​​
Adopted Chair rotation guidelines and mandatory retirement age for directors
​
​
Workforce management and retention given stressed labor environment
​​
■
​​
Offered additional cash incentives to eligible seasonal team members in order to retain their employment through the end of the summer season and the Company’s Fright Fest event in the fall
​
​
More transparent disclosures
​​
■
​​
Continued to enhance disclosure of structure of the incentive programs, performance goals, and how payouts are determined
​
Annual Say-on- Pay Vote and Stockholder Engagement
The Company is pleased that approximately 93%As part of management’s regular interaction with the votes cast atCompany’s institutional stockholders, management plans to continue the 2020 annual meeting were in favor ofdialogue on the Company’s executive compensation of the named executive officers for 2020. Management believes this strong support recognized the actions that the Board and senior management took to address stockholder concerns regarding the executive compensation program following the disappointing results of the Say-on-Pay vote at the 2019 annual meeting. ESG practices.
The Compensation Committee believes (supported by stockholders’ strong support for last year’s Say-on Pay vote) that the changes that were made in 20202021 enhanced the executive compensation practices and helped align executive compensation with the Company’s business and strategic objectives, as well as support long-term stockholder value creation.
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The Company values continuous dialogue with institutional investors and other stockholders, and spends considerable time reflecting on feedback received. As part of management’s regular interaction with the Company’s institutional stockholders, management plans to continue to discuss the Company’s governance and compensation practices. As a direct result of the Company’s stockholder engagement initiatives over the past few years, the Company has made several improvements to its practices as set forth under “Corporate Governance—Stockholder Engagement.” In addition, the following changes have been made or are in progress:
■
Enhanced compensation disclosures – the Company has continued to more clearly describe the elements of its compensation program, including long-term equity awards.
■
Compensation benchmarking – the Compensation Committee benchmarks total compensation of the named executive officers to the median of its peer group.
■
Reinvigorated annual incentive plan and new long-term equity incentive plan for 2021 – the Compensation Committee, in consultation with the independent compensation consultant and senior management, is continuing to design changes to both the annual and long-term incentive plans. The Company believes that these changes better align with current market practice and stockholder expectations, as well as strengthen the link between pay and performance. See “—Changes to Compensation Program Structure.”
■
No future Project awards – the Company has not announced any new Projects since 2016 and does not intend to grant Project awards in the future.
The Company is committed to engaging with its stockholders and will continue to evaluate its approach to executive compensation and corporate governance matters. The Company welcomes input from stockholders on its compensation policies and compensation program at any time.
Administration by the Compensation Committee
The Compensation Committee is responsible for administering the compensation program for executive officers and certain other members of senior management of the Company. The Compensation Committee determines the appropriate compensation levels for the Company’s named executive officers;NEOs; evaluates compensation plans, policies, and programs; and reviews benefit plans. Additional responsibilities of the Compensation Committee include, but are not limited to, reviewing the Company’s executive compensation philosophy and strategy; participating in the performance evaluation process for the Chief Executive Officer; setting base salaryCEO; reviewing, and together with the other independent directors of the Board, determining CEO compensation including incentive opportunities for the Chief Executive Officer and other senior executives;opportunities; establishing incentive compensation and performance goals and objectives for the Company’s senior executives and other eligible executives and management;executives; and determining whether performance objectives have been achieved. The Compensation Committee also recommends to the Board the structure of employment or consulting agreements and severance arrangements, and approves such agreements or benefits for the named executive officers.NEOs. The members of the Compensation Committee are not current or former employees of the Company and are not eligible to participate in any of its executive compensation programs.
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Management Participation
The Company’s Human Resources department is responsible for the ongoing management of the executive compensation program. The Executive Vice President, General Counsel, and Chief Administrative Officer,Compensation & Benefits, and her staff, serve as the primary management liaison to the Compensation Committee and propose compensation programs and policies to the Compensation Committee at the request of the Compensation Committee and the Chief Executive Officer.CEO. The Compensation Committee meets with the Chief Executive OfficerCEO and any other senior executives as the Compensation Committee deems appropriate when it determines the performance criteria and compensation levels of senior executives. The Chief Executive OfficerCEO makes recommendations to the Compensation Committee regarding individual compensation, such as base salary changes and incentive compensation opportunities for senior executives other than himself. In addition, the Chief Financial OfficerCFO and his staff evaluate the financial implications of executive compensation proposals and financial performance measures in incentive compensation arrangements.
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Compensation Consultants
In connection with fulfilling its duties, the Compensation Committee recognizes the value in procuring independent, objective expertise and counsel, and has the authority to retain an independent compensation consultant to assist it in carrying out its responsibilities and duties. The Compensation Committee retained Deloitte Consulting LLP (“Deloitte”) to advise it in connection withFW Cook as its independent compensation consultant for 2021 executive and director compensation for 2020. Deloitte affiliates also provided tax, international development, and other consulting services to the Company during 2020.decisions. The Compensation Committee reviewedassessed the independence of FW Cook pursuant to SEC and New York Stock Exchange rules. FW Cook did not perform any separate additional services provided by Deloittefor management. On the basis of its consideration of the foregoing and its affiliates and approved the provision of such services. The Compensation Committee does not believe that the provision of such non-compensation services to the Company impairs Deloitte’s ability to provide independent advice toother relevant factors, the Compensation Committee or otherwise presents a conflictconcluded that FW Cook was independent and that there were no conflicts of interest. The aggregate fees paid to Deloitte for executive compensation services to the Compensation Committee during 2020 were $206,082, and the aggregate fees paid to Deloitte for tax, international development, and other consulting services to the Company during 2020 were $687,240. Following a routine request for proposal process, the Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to act as the Company’s compensation consultant beginning in 2021.
Factors in Determining Executive Compensation
In making compensation decisions regarding senior executives generally, the Compensation Committee considers general market information, as well as business and industry conditions, the Company’s strategic business objectives, and the executive’s contributions, performance, and experience. The initial compensation arrangements for the named executive officersNEOs were a result of arm’s-length negotiations by the Company with the executives in connection with their hire or retention and do not correspond to a specific benchmark level of pay. The compensation for the named executive officersNEOs is reviewed annually by the Board, the Compensation Committee, and the Chief Executive Officer.CEO (for NEOs other than himself). An analysis of overall Company performance, budget targets, and achievement of individual performance goals and the direct reporting relationship to the Chief Executive Officer is undertaken regarding the compensation of each executive. The Compensation Committee makes compensation determinations and adjustments when determined to be appropriate in accordance with the Company’s compensation philosophy and plans. The Company considered general historical market information on long-term incentive grants provided by Deloitte, historical grant awards, and Company and individual performance, as well as the uncertainty presented by the pandemic, when making recommendations to the Compensation Committee about long-term incentive grants in 2020.
The Compensation Committee uses peer group data as a reference point to compare the named executive officers’NEOs’ pay against the peer group. The Compensation Committee also uses compensation data from the Company’s peer group as general guidance and as one of many factors that inform its judgment of appropriate compensation parameters for target compensation levels, but has not historically set executive compensation levels with reference to any particular percentile of the peer group and has not sought to match any particular element or mix of elements to that of the peer group. Beginning in 2021, the Compensation Committee set target compensation levels within a competitive range of the peer group median.
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Peer Group Review
In 2018, the Company established a peer group as a result of engagement with its stockholders
The Compensation Committee believes that obtaining relevant market and to enable stockholders to assessbenchmark data is important in making decisions about executive compensation. The Compensation Committee assesses the Company’s executive compensation relative to its peers. Given the unique focus of the Company’s business in the operation of regional theme parks and waterparks, the Company has few direct business competitors, which makes it difficult to create a peer group based solely on industry, codes, revenue or market capitalization alone. Thecapitalization. In consultation with FW Cook, the Compensation Committee determined an appropriate peer group for purposes of compensation comparison in consultation with Deloitte, by considering U.S. publicly traded companies with an emphasis on companies with primary business activities centered around entertainment, leisure, hospitality, and gaming. For 2020,2021, the Compensation Committee used the following peer group for purposes of its executive compensation analysis:
​
​​
AMC Entertainment Holdings, Inc.
​​
​​
Live Nation Entertainment, Inc.
​
​
​​
Boyd Gaming Corporation
​​
​​
Marriott Vacations Worldwide Corporation
​
​
​​
Cedar Fair, L.P.
​​
​​
Norwegian Cruise Line Holdings Ltd.
​
​
​​
Choice Hotels International, Inc.
​​
​​
Penn National Gaming, Inc.
​
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​
​​
Churchill Downs Incorporated
​​
​​
SeaWorld Entertainment, Inc.
​
​
​​
Cinemark Holdings, Inc.
​​
​​
Texas Roadhouse, Inc.
​
​
​​
Dave & Buster’s Entertainment, Inc.
​​
​​
The Madison Square Garden Company
​
​
​​
Eldorado Resorts, Inc.
​​
​​
Vail Resorts, Inc.
​
​
​​
IMAX CorporationHilton Grand Vacations Inc.
​​
​​
World Wrestling Entertainment, Inc.
​
For 2021,2022, the Compensation Committee, with the assistance of FW Cook, determined that threetwo peer companies historically used by the Company—Eldorado Resorts,AMC Entertainment Holdings, Inc., IMAX Corporation, and The Madison Square Garden Company—Live Nation Entertainment, Inc.— should be removed because they either ceased to exist as a standalone public company or had become less aligned with established peer group criteria than in prior years. Additionally, the Compensation Committee determined to add Hilton Grand Vacations,Wendy’s Corporation and Callaway Golf Corporation, which is moreare closely aligned with those criteria.
The Compensation Committee believes this peer group achieves the desired level of balance in terms of revenue, market capitalization, and EBITDA, and reflects the types of companies with whom the Company competes for talent. The Company is reasonably comparableCompared to the peer group median(based on year-end 2019 financials to exclude the distortive impact of the pandemic), the Company ranks at the 34th percentile for revenues, the 46th percentile for market capitalization, and the 49th percentile for EBITDA. The following charts show the Company’s ranking within the peer group in terms of revenue, market capitalization, and EBITDA (in millions, as of December 31, 2019, to reflect pre-COVID scale):


(1)
Source: S&P CapIQ
For executive compensation comparisons, the CompanyCompensation Committee primarily reviewed data from the most recently reported proxy statements and SEC filings of the peer group companies, as well as supplemental published compensation survey data.
Peer Group Comparison
In order to examine the competitiveness and appropriateness of the Company’s overall compensation program, the Company reviewed the total direct compensation of the named executive officersNEOs (consisting of base salary, target annual incentive, and target long-term equity, but not includingexcluding benefits and perquisites) during 20202021 to the peer group companies. The Compensation Committee believes the analysis confirms that the executive compensation program is appropriately designed to achieve the Company’s general objectives and is aligned with the companies in the peer group. The current named executive officers’ total compensation is within a competitive range of the peer group median for each named executive officer’s respective position, though individual positioning varies above and below the respective median.
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Total Direct Compensation Mix
The following charts show the relationship between the primary components of the Company’s total annual target direct compensation mix for each current named executive officer.the Company’s CEO and CFO. For the Company’s Chief Executive Officer, 87%CEO, 81% of his target total compensation is “at risk.” For”at risk” and for the other current named executive officers, 77% of target total compensationCFO, 68% is “at risk.” The charts illustrate target total compensation as of December 31, 2020,for 2021, as described in the Base Salary, Annual Incentives, and Long-Term Equity sections below.

 
*
Pursuant to Mr. Spanos’ employment agreement, hisAssumes 2022 target annual incentive is 150%amount. For 2021, Mr. Bassoul received a bonus of base salary. In February 2020,$469,471, which was determined in the Companydiscretion of the Board. The sign-on RSUs and Mr. Spanos agreed that he would not be eligible for an annual incentive in 2020, and his employment agreement was amended accordingly.the target value of the PSUs are annualized over three years.
Elements of Compensation
The individual components of the Company’s executive compensation program in 20202021 included:

 
As noted above, for 2021 the Compensation Committee returned to its original plan of granting long-term equity to executives in the form of 50% RSUs and 50% PSUs. In setting total compensation, the Compensation Committee consistently applies its compensation philosophy as described below, to the facts and circumstances associated with each executiveNEO through the exercise of appropriate business judgment.
Base Salary
Salaries are used to provide a fixed amount of compensation for an executive’s work. Although initially established in each named executive officer’sNEO’s individually negotiated employment agreement, and based on the philosophies and factors described herein, the salaries of named executive officersNEOs are reviewed annually, as well as at the time of a promotion or other change in responsibilities. The Compensation
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of a promotion or other change in responsibilities. The Compensation Committee strives to pay a base salary to attract and retain highly qualified executives to drive success based on the individual’s responsibilities, performance, and experience, internal equity, and business and industry conditions. For 2020, Messrs. Barber and Petit and Ms. AslinNo NEOs received salary increases ranging from 1.96% to 3.6%. Mr. Spanos joined the Company in late 2019 and did not receive a salary increase for 2020. Mr. Reddy and Ms. Doerre joined the Company in 2020. Ms. Doerre’s salary increased from $540,000 to $650,000 in October 2020 due to her expanded role and assumption of the additional duties of Chief Administrative Officer. Mr. Russ’ salary increased from $387,000 to $450,000 during 2020 due to the changes in his roles and duties at the Company and ultimately assuming the role of Senior Vice President, Operations Services.
Effective April 6, 2020, in light of the disruption and uncertainty created by the evolving COVID-19 pandemic and its then-anticipated impact on the operations of the Company, each named executive officer (other than Mr. Barber who was transitioning from his role as Chief Financial Officer) agreed to a temporary 25% reduction of base salary. Those reductions remained in effect until November 30, 2020. Ms. Doerre and Mr. Reddy continued their salary reduction through the end of 2020, and Mr. Spanos’ salary reduction continued through February 28, 2021. The impact of the reduced base salaries is reflected in the 2020 Summary Compensation Table.
The following table shows the annual base salary rate in effect during 20202021 for the currently employed named executive officers:NEOs:
​
Executive
​​
Contractual Base
Salary Rate($)
​​
Adjusted Base
Salary Rate($)
​
​
Michael Spanos
​​
1,150,000
​​
862,500
​
​
Sandeep Reddy
​​
650,000
​​
487,500
​
​
Laura W. Doerre
​​
650,000
​​
487,500
​
​
Leonard A. Russ
​​
450,000
​​
337,500
​
​
Executive
​​
Contractual Base
Salary Rate($)
​
​
Selim Bassoul
​​
1,550,000
​
​
Michael Spanos
​​
1,150,000
​
​
Sandeep Reddy
​​
650,000
​
​
Laura W. Doerre
​​
650,000
​
Annual Incentives
Each year, the Compensation Committee sets the performance criteria for the annual incentive program in light of the Company’s growth strategy, major initiatives, and current and projected operations and objectives. Historically, theThe Company’s annual incentive plan has historically closely linked pay and performance by providing all eligible full-time employees, including the named executive officers,NEOs, an incentive compensation opportunity based on the Company achieving key business plan goals. The annual incentive program is designed to motivate senior management to achieve challenging short-term performance goals with an emphasisthat are important to the Company’s long-term growth.
In light of the impact that the COVID-19 pandemic had on Adjusted EBITDA. Other goals relatedthe Company’s business, as well as feedback the Company received from stockholders, the Company updated the annual incentive program design in 2021 to net debt level,emphasize Modified Cash Flow as a key metric while maintaining the guest satisfaction and safety.safety metrics. The Company selected these goals because it believes successful performance against these measures promotes the creation of long-term stockholder value. The Company places more weight on Adjusted EBITDA because it believes that Adjusted EBITDA tracks core operating performance most closely, is widely used by analysts and investors to evaluate performance in the Company’s industry, and is most directly related to stockholder value. In early 2020, the Company sought to refresh its annual incentive plan to drive financial performance and stockholder value, boost employee morale, and retain and attract talent. The Company was focused on establishing balanced performance metrics to promote disciplined progress towards the Company’s longer-termlong-term goals. The Company believed successful performance against these metrics promotes the creation of long-term stockholder value. More weight was given to Modified Cash Flow given the Company’s strong focus on liquidity during the ongoing pandemic. For 2020,2021, the Compensation Committee established target levels of achievement for the four financial and strategic objectives as follows:three performance goals set forth below:
​
Objective
​​
Weight
​​
Target Goal
​
​
Adjusted EBITDA
​​
50.0%
​​
$447 million
​
​
Revenue Growth
​​
25.0%
​​
$1,486 million
​
​
Guest Satisfaction
​​
12.5%
​​
■
​​
2020 guest satisfaction score equals or exceeds 2019 guest satisfaction score, or
​
​
■
​​
2020 guest satisfaction score is higher than a specified target
​
​
Safety
​​
12.5%
​​
■
​​
2020 guest safety perception score exceeds 8.0 and quality assessment review standards met, and
​
​
■
​​
2020 workers compensation claims lower than a specified target
​
​
Total
​​
100%
​​
​
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​
Performance Goal
​​
Weight
​​
Target Goal
​​
Percent of
Weighted Metric
Earned
​​
Bonus
Attainment
(% of Target
Opportunity)
​
​
Modified Cash Flow
​​
75.0%
​​
$190 million
​​
200%
​​
150%
​
​
Guest Satisfaction
​​
12.5%
​​
2021 guest satisfaction score is higher than a specified target
​​
0%
​​
0%
​
​
Safety
​​
12.5%
​​
2021 safety score is higher than a specified target
​​
0%
​​
0%
​
​
Total
​​
100%
​​
 
​​
 
​​
150%
​
“Modified Cash Flow” is defined as Adjusted EBITDA minus capital expenditures. “Adjusted EBITDA” is defined as Modified EBITDA minus the interests of third parties in the Adjusted EBITDA of properties that are less than wholly owned by the Company. “Modified EBITDA” is defined as the Company’s consolidated income (loss) from continuing operations excluding the following: the cumulative effect of changes in accounting principles; discontinued operations gains or losses; income tax expense or benefit; restructure costs or recoveries; reorganization items (net); other income or expense; gain or loss on early extinguishment of debt; equity in income or loss of investees; interest expense (net); gain or loss on disposal of assets; gain or loss on the sale of investees; amortization; depreciation; stock-based compensation; and fresh start accounting valuation adjustments.
Unless Adjusted EBITDA for 2020 was more than $382.5 million, no annual incentive could be earned. Each named executive officer’s employment agreement provides for an annual incentive target as set forth in the following table. No named executive officerNEO may earn more than 200% of his or her target annual incentive. As a resultThe actual annual incentive paid will be between 0 and 200% of the pandemic,target opportunity, based upon achievement of the three performance goals.
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The annual incentive plan provided for threshold, target and maximum opportunities for each performance goal. Attainment of the weighted target goal was determined separately for each of the three performance goals. For the Modified Cash Flow metric, the threshold, target and maximum opportunities were $140 million, $190 million, and $310 million, respectively. With attainment of $376 million of Modified Cash Flow against a target of $190 million, the NEOs (other than Mr. Bassoul) earned above-target payouts equal to 150% of their target annual incentive for 2021. The Company did not achieve threshold for either of the EBITDA gate,other two performance goals, which were adversely impacted by the pandemic and notight labor market.
In February 2022, the Compensation Committee approved the following annual incentivesincentive awards for the NEOs (other than Mr. Bassoul) pursuant to the criteria of the annual incentive plan as described above, which were paid upon completion of the Company's audit for 2021. The amounts paid pursuant to any executives for 2020.the annual incentive plan are set forth in the “Non-Equity Incentive Plan Compensation” column of the 2021 Summary Compensation Table because such amounts were paid pursuant to the pre-established criteria under the annual incentive plan. Pursuant to the terms of his employment agreement, with respect to 2021, Mr. Bassoul was eligible to receive an annual incentive award to be determined in the discretion of the Board. The Board awarded an annual incentive to Mr. Bassoul in the amount of $469,471. This represents a prorated bonus in recognition of Mr. Bassoul’s immediate impact in 2021 and reflects the same payout factor (as a percentage of target) provided to all other NEOs.
​
Executive
​​
Target Annual
Incentive
​​
Target Annual
Incentive($)
​​
Actual
Annual
Incentive($)
​
​
Michael Spanos(1)
​​
150% of base salary
​​
—
​​
—
​
​
Sandeep Reddy(2)
​​
90% of base salary
​​
585,000
​​
—
​
​
Laura W. Doerre
​​
90% of base salary
​​
585,000
​​
—
​
​
Marshall Barber
​​
75% of base salary
​​
425,625
​​
—
​
​
Leonard A. Russ
​​
62.5% of base salary
​​
281,250
​​
—
​
​
Brett Petit
​​
62.5% of base salary
​​
325,000
​​
—
​
​
Catherine Aslin
​​
62.5% of base salary
​​
225,000
​​
—
​
(1)
In February 2020, the Company and Mr. Spanos agreed that he would not be eligible for an annual incentive in 2020, and his employment agreement was amended accordingly.
(2)
Mr. Reddy’s employment agreement provides that his 2020 target annual incentive would be prorated for the portion of 2020 that his agreement was in effect.
​
Executive
​​
Target Annual
Incentive
​​
Target Annual
Incentive($)
​​
Actual Annual
Incentive($)
​
​
Michael Spanos
​​
150% of base salary
​​
1,725,000
​​
2,249,688
​
​
Sandeep Reddy
​​
90% of base salary
​​
585,000
​​
877,500
​
​
Laura W. Doerre
​​
90% of base salary
​​
585,000
​​
877,500
​
Long-Term Equity
While annual cash incentives are intended to reward the achievement of short-term financial goals, the executive compensation program emphasizes and rewards results over the long term through equity incentives that have a substantial performance-based component and multi-year vesting schedules. The Company’s long-term equity awards are tied to the Company’s performance and the value of its common stock over multiple years. The Company believes that the characteristics of equity-based compensation, particularly the extended vesting periods, and the direct correlation between realized value to executives and stock price, are closely aligned with maximizing stockholder value, supporting itsthe Company’s long-term growth strategies, and aligning compensation with risk outcomes. Extended vesting periods also incentivize retention. The Compensation Committee also believes that it is appropriate to evaluate equity grant opportunities on a systematic basis at least annually.
The Compensation Committee may, from time to time, grant additional equity incentive awards to employees, including named executive officers,NEOs, based on individual circumstances such as outstanding performance or in connection with a promotion. The Compensation Committee has historically awarded stock options or performance stock units, or a combination thereof, based on its determination of the relative value of each form of award at the time of grant and the performance and responsibilities of each named executive officer. Beginning in 2020, the Committee redesigned the long-term incentive program, with the intention of issuing a combination of time-vesting RSUs and performance-vesting PSUs. Due to the uncertainty presented by the pandemic, and the associated impracticality of establishing long-term incentive goals in mid-2020, the Compensation Committee determined to issue long-term equity incentives 100% in the form of RSUs for named executive officers, in order to fully incentivize them to lead the Company through the pandemic and create shareholder value. The value of the RSU awards were consistent with equity awards granted to named executive officers employed in the prior year. For newly hired named executive officers, the value of the RSU
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awards was consistent with target values anticipated to be awarded, although the value for Mr. Spanos in 2020 was increased, primarily to incentivize retention. ForIn 2021, the Compensation Committee has returnedimplemented a redesigned long-term incentive program, which consisted of an equal weighting of performance-vesting PSUs and time-vesting RSUs. The Compensation Committee believed that a combination of PSUs and RSUs better aligned with then- current market practices and stockholder interests, and enhanced the Company’s ability to a structure of 50% RSUsdrive stockholder value while attracting, retaining, and 50% PSUs for grants to executive officers and to a normalized target equity value for Mr. Spanos.motivating leadership talent.
■
Restricted Stock Units. RSUs are purely time-vesting awards and typically vest one-third on each of the first three anniversaries of the grant date. RSUs align management’s interests with those of stockholders by growing in value as the Company’s stock price increases. Due to the uncertainty created by the impact of the COVID-19 pandemic, the annual grant for 2020, which was awarded to all eligible full-time employees, consisted 100% of RSUs.
■
Performance Stock Units. PSUs offer the potential for meaningful compensation for proven performance measured over an extended period of time.a three-year time period. The PSUs will not vest until the date specified in the award agreement and, consistent with the Company’s core principle of providing pay for performance, are forfeited if the established performance criteria are not achieved. PSUs
■
Restricted Stock Units. RSUs generally vest in a range of 0% to 200%one-third on each of the target award. first three anniversaries of the grant date. RSUs align management’s interests with those of stockholders by growing in value as the Company’s stock price increases.
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2021 PSU Awards - Excluding CEO
PSUs allow the NEOs to earn a specified number of shares of Company common stock at the end of the three-year performance period (2021 through 2023). As a result, the number of performance shares a NEO earns is based on Company performance, and the value that the NEO realizes is tied to the stock price when the shares vest at the end of the performance period. Key terms of the PSUs granted in 2021 are summarized below:
■
No PSUs vest unless a minimum threshold is achieved with respect to athe applicable performance metric, and only 50% vest at threshold levels. PSUs vest at target levels withmetric.
■Vest on the third anniversary of the grant date, provided that the applicable performance criteria are met.
■
Performance targets are based on achievement of targettwo performance goals in the third year of the plan (2023): Adjusted EBITDA growth (60% weighting) and at two timesRevenue growth (40% weighting).
■PSUs will vest within a range of 0-200% of target, with threshold achievement atresulting in 50% vesting and maximum levels. Achievementachievement resulting in 200% vesting. Payouts for achievement between threshold, target, or maximum levels resultsare interpolated. The following chart shows the number of shares that may be earned under the PSU awards at target achievement:
​
Executive
​​
Target Shares of Stock upon
Achievement of $575M Adjusted EBITDA
and $1,614B Revenue in pro rata vesting.Fiscal 2023
​
​
Michael Spanos
​​
34,972
​
​
Laura W. Doerre
​​
7,993
​
​
Sandeep Reddy
​​
7,993
​
■
Stock Options. Stock options vest 25% on eachGiven the difficulty of achieving the aspirational performance goals, additional performance shares may be earned if target performance is achieved prior to the end of the first four anniversariesperformance period. In the event that the Company achieves target performance for both performance goals in fiscal 2022, an additional payout of 25% of the grant date. The stock options have a termtarget number of ten years and,shares will be issued. In the event that the Company achieves target performance for the Adjusted EBITDA performance goal only, in all instances,fiscal 2022, an exercise priceadditional payout of not less than the closing price15% of the Company’s common stock ontarget number of shares will be issued. In the dateevent that the stock options are granted. The Compensation Committee believes that stock options are aligned withCompany achieves target performance for the long-term interestsRevenue performance goal only, in fiscal 2022, an additional payout of stockholders because the stock options have no value to the named executive officers unless the market value10% of the Company’s common stock increases aftertarget number of shares will be issued. In no event will the grant date. As discussed belowtotal number of shares earned under “Dividend Equivalent Rights,” unvested stock options have Dividend Equivalent Rights associated with them, which are not paid until the options vest. No stock options were granted toPSU awards be greater than 200% of target. Payouts for any named executive officers in 2020.
■
Dividend Equivalent Rights. In order for equity award recipients to participate in any dividends paid onearned PSUs will be made following the Company’s common stock, the Compensation Committee determined to grant holdersend of the Company’s unvested stock options and certain restricted stock units, with Dividend Equivalent Rights (“DERs”)three-year performance period (2023). No DERs are paid to any holders with respect to any unvested awards until such awards vest. The stock option DERs provide for issuance
Adjusted EBITDA is defined above on page 43. “Revenue”, a GAAP measure, is defined as Revenue reported by the Company for fiscal year 2023. The Compensation Committee may approve adjustments to the calculation of a performance goal or performance measure to take into account unanticipated events as the Compensation Committee may determine including, for example, any change in applicable accounting rules or principles, any gain or loss on the disposition of a business, impairment of assets, dilution caused by acquiring a business, tax changes and tax impacts of other changes, changes in applicable laws and regulations, changes in rate case timing, changes in the Company’s structure, and any other circumstances outside of management’s control or the ordinary course of business.
2021 Equity Awards - Mr. Bassoul
2021 was a challenging operating environment as the Company continued to face impacts from the ongoing pandemic, cost pressures accelerated due to the strong inflationary environment, and revenue from group sales, corporate sponsorships, and international agreements was significantly diminished. As a result, the Company's costs grew faster than revenues. In light of the foregoing, the Board felt that it was critical to appoint a proven leader like Mr. Bassoul. Furthermore, the Board believed that Mr. Bassoul's ability to drive a customer-centric culture, along with his expertise in food & beverage and technological innovation, would be extremely valuable in helping reinvigorate growth at the Company.
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The Compensation Committee believed it was important to set ambitious performance goals and reward Mr. Bassoul with a meaningful ownership stake if the high-end of those goals are achieved. The Compensation Committee was focused on creating a culture of engagement and ownership to maximize Mr. Bassoul's incentive to implement meaningful change throughout the Company, with particular focus on the need to improve the guest experience and to drive sustainable earnings growth. The Board is committed to retaining Mr. Bassoul for his strategic vision, leadership, and most importantly, his ability to execute on the Company's long-term strategy.
Accordingly, on November 15, 2021, Mr. Bassoul was granted a PSU award with a target opportunity to earn 50,000 shares and a maximum opportunity to earn 1,200,000 shares, with performance to be determined over a three-year period. The performance goals are based on Adjusted EBITDA for the 2022, 2023 and 2024 calendar years ranging from $560,000,000 to $710,000,000, employee and guest satisfaction, and ESG achievement metrics. Pursuant to Mr. Bassoul’s PSU award, the target payout opportunity for the Adjusted EBITDA performance component requires achievement of Adjusted EBITDA that the Company has never achieved (see below graphic). To achieve the target payout by 2024, the Company must increase Adjusted EBITDA by 12% from the level achieved in 2021, compared to the 4% increase achieved in the three-year period ending in 2019. The maximum payout opportunity requires an aspirational level of Adjusted EBITDA representing a 43% increase from the level achieved in 2021. Additionally, the award provides for payout of additional shares (up to the aggregate maximum of 1,200,000 shares) upon achievement of three ESG goals to incentivize sustainable long-term growth as set forth below:
​
Adjusted EBITDA
Payout Opportunity
​​
Guest Satisfaction
Payout Opportunity
​​
Employee Satisfaction
Payout Opportunity
​​
Sustainalytics Payout Opportunity
​
​
0 – 1,000,000 shares
​​
0-10% of number of shares earned under Adjusted EBITDA Payout Opportunity
​​
0-5% of stock to holdersnumber of unvested stock options in a value equal to any dividends, if and when dividends are declared and paid, on the common stock from the grant date through the dateshares earned under Adjusted EBITDA Payout Opportunity
​​
0-5% of option vesting, and suchnumber of shares are paid only once vesting occurs. In April 2020, the Company suspended payment of dividends on its common stock.earned under Adjusted EBITDA Payout Opportunity
​
Previously,The Sustainalytics payout opportunity will be based on the Company’s Sustainalytics ESG Risk Rating compared to its peer group. The Sustainalytics ESG Risk Rating measures a company’s exposure to industry-specific material ESG risks and how well a company is managing those risks. The Company is assigned an ESG Risk Rating in eight separate categories based on its ESG risk exposure compared to its ESG risk management.
Pursuant to Mr. Bassoul’s employment agreement, and to demonstrate his commitment to the Company, issued performance awardsMr. Bassoul agreed to purchase an aggregate of $10,000,000 of Company common stock in open market purchases during a short period following commencement of his employment. The Company matched Mr. Bassoul’s commitment by granting him 246,426 RSUs, valued at $10,000,000 on the grant date of November 15, 2021, which will vest in full on the third anniversary of the grant date.

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Given the significant opportunity of Mr. Bassoul’s 2021 PSU award, the Compensation Committee does not intend to make any additional equity grants to Mr. Bassoul. However, the Compensation Committee maintains flexibility to make additional equity grants in the form of “Projects” to incentivize participants to achieve stretch goals over a multi-year period. Althoughevent that the Company no longer intendsachieves $710,000,000 in Adjusted EBITDA prior to utilize this formthe end of long-term incentive, Project awards remained outstanding for some named executive officers during 2020, but no amounts were earned under such Project awards during 2020.Mr. Bassoul's tenure.
Minimal Perquisites
The Company provides a limited number of perquisites and other personal benefits to the named executive officers,NEOs, which the Company believes are reasonable and consistent with market practices. The “All Other Compensation” column of the 20202021 Summary Compensation Table sets forth these perquisites in accordance with the requirements of the SEC.
Retirement and Other Benefits
The Company believes retirement plans serve to attract and retain talented personnel generally, but they should not be a significant part of the overall compensation program. The Company has a contributory 401(k) Plan available to employees of the Company who meet the age and service requirements. The Company makes matching contributions in the amount of 100% of the first 3% of salary contributions and 50% of the next 2% of salary contributions made by employees (subject to tax law limits).
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The Company also has a Supplemental 401(k) Plan, which permits eligible participants to defer a portion of their compensation without such portion being limited by Internal Revenue Code restrictions applicable to the contributory 401(k) Plan and,Plan. In 2021, Mr. Reddy was the only NEO who participated in some cases, to receive corresponding matching contributions.the Supplemental 401(k) Plan. For a discussion of the Supplemental 401(k) Plan, see “Executive Compensation—Fiscal 20202021 Non-Qualified Deferred Compensation.”
The Company also maintains a stockholder-approved employee stock purchase plan, which is made available to substantially all of the Company’s employees, and allows participants to acquire the Company’s common stock at a discounted price. The purpose of the plan is to encourage employees at all levels to purchase stock and become stockholders. The plan allows participants to buy the Company’s common stock at a 10% discount to the lower of the market value of the common stock at the beginning and end of each successive six-month offering period. Under applicable tax law, no plan participant generally may purchase more than $25,000 in market value (based on the market value of the Company’s common stock on the first trading day of each offering period) of the Company’s common stock in any calendar year.
The named executive officersNEOs are eligible to participate in these plans on the same basis as other eligible participants.
Health Benefits and Disability Insurance
The Company provides its named executive officersNEOs with the same health and disability insurance plans offered to all employees.
Compensation in Connection with Recruitment
The Company may provide sign-on bonuses and new-hire equity awards ifFrom time-to-time, the Compensation Committee determines it is necessary and appropriate to advance the Company's interests, including to attract top-executive talent.provide cash or equity compensation in special circumstances for recruiting, special recognition, or retention. Sign-on bonuses and new hire equity awards are an effective means of offsetting the compensation opportunities executives forfeit when they leave a former employer to join the Company. Additional equity awards are a strong incentive to attract top-executive talent. In connection with Ms. DoerreMr. Bassoul becoming General CounselCEO in 2020, she received a $330,000 sign-on bonus that includedNovember 2021, he was granted the amount of her 2019 bonus that her former employer did not pay because she transitioned to the Company before the payment date for such bonus. The Compensation Committee approved a new hire equity award for each of Ms. Doerre and Mr. Reddy of $600,000 and $1,000,000, respectively, with two-year cliff vesting from the grant date. The Compensation Committee determined the new hire compensation packages after considering several factors, including compensation data for comparable positions at other companies, compensation forgone by the executives at their former employment, and the need to provide a meaningful retention incentive.awards described under “—Long-Term Equity.”
Compensation Uponupon Termination of Employment
In addition to the direct compensation program, the Company believes it is important to provide the named executive officersNEOs with competitive separation payments and benefits because it provides a measure of financial security for the named executive officerNEO and his or her family in the event of certain terminations of employment and also enables the Company to secure their cooperation following termination. Under their respective employment agreements, the named executive officersNEOs are or were entitled to severance in the event of specified terminations of employment and as a consequence of a change in control. The agreements (other than Mr. Bassoul’s, which does not provide for additional benefits in the event his employment is terminated in connection with a change in control) contain a double
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trigger provision, which requires both a change in control and actual or constructive termination of employment in order for the named executive officerNEO to receive benefits under the change in control provision rather than a single trigger provision under which benefits are triggered automatically by a change in control. The Company does not provide an excise tax gross-up in the event of a termination due to a change in control.
The separation payments and benefits are intended to provide the executives with a measure of financial support if their employment is terminated in certain circumstances through no fault of their own. The enhanced and accelerated benefits offered in connection with a change in control are designed to support the following business objectives:
■Enhance the Company’s value in a consolidation transaction by helping retain and stabilize the management team during periods of uncertainty.
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■Preserve the objectivity of the Company’s management team if they are negotiating and executing a consolidation transaction.
■Keep the management team focused on the Company’s business instead of their personal financial situation.
In connection with their separation from the Company during 2020,2021, Mr. Spanos and Ms. Aslin and Mr. PetitDoerre received separation payments.payments in accordance with their respective employment agreements. See “—Description of RetirementSeparation Agreements and Separation Payments”Payments Pursuant to Employment Agreements” for additional information.
The Company elects to provide post-employment compensation to the executive officersexecutives on a case-by-case basis as the employment market, the qualifications of potential employees, and the Company’s hiring needs dictate. See “Executive Compensation—Potential Payments Uponupon Termination” for additional information on separation payments and benefits for the named executive officers.NEOs.
In February 2022, Mr. Reddy notified the Company of his decision to resign as CFO effective March 27, 2022.
Tax and Accounting Considerations
The Compensation Committee may consider the impact of tax and accounting consequences when developing and implementing the Company’s executive compensation programs. The Compensation Committee designs and administers compensation programs that it believes are in the best interests of the Company and its stockholders.
Stock Ownership, Clawback, and Other Policies
To further align the senior executives’ interests with those of the Company's stockholders, the Company maintains stock ownership guidelines.guidelines (the “guidelines”). The guidelines provide that, within three years of the year in which the executive first becomes subject to the guidelines, the executive should seek to establish holdings in the Company’s stock equal in value to a multiple of his or her annual base salary as follows:
​
Senior Executive
​​
Ownership Guideline
Multiple
​
​
Chief Executive OfficerCEO
​​
6x base salary
​
​
Other Senior Executives
​​
2x base salary
​
All types of equity holdings, with the exception of stock options and performance-based stock units, are included in determining ownership. All ofownership under the guidelines. Ownership requirements should be met within five years from appointment to office for new officers. Each current named executive officers areNEO is in compliance, or on target to achieve compliance, with the Company's stock ownership guidelines.
The Company’s securities trading policy requires executives and directors to consult the Company’s General CounselCompany prior to engaging in transactions involving the Company’s common stock. In order to protect the Company from exposure under insider trading laws, executives and directors are encouraged to enter into pre-programmed trading plans under Exchange Act Rule 10b5-1. The Company’s securities trading policy prohibits directors and
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executives from pledging, hedging, or monetization transactions including, but not limited to, throughtransactions involving the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, and other derivative instruments, or throughtransactions involving the establishment of a short position in the Company’s securities.
To promote the highest level of financial integrity and ethical behavior, and to discourage excessive risk-taking, in early 2021, the Board adopted an Incentive Compensation Clawback Policy (the “clawback policy”) allowingthat allows the Board to recoup certain incentive-based compensation in the event of a material restatement of the Company’s financial statements or specific acts of improper conduct. Specifically, any performance-based compensation, including equity compensation and short-term incentive cash compensation, is subject to recoupment in the event of a material restatement of the Company’s financial statements or if the recipient engaged in fraud, willful misconduct, or certain other acts that constitute “improper conduct” under the clawback policy. In the event of a material restatement, each officer of the Company, as well as each employee whose fraud or willful misconduct resulted in the material restatement, would forfeit the amount of any incentive-based compensation paid during the three years preceding the date of the material restatement that
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the Board determines exceeds the amount the employee would have received had the revised financial statement(s) been used to determine the compensation. In the event of fraud, willful misconduct, or certain other improper conduct—including violation of an employment agreement or Company policy (including the Code of Business Conduct and Ethics), disclosingdisclosure of confidential information or trade secrets, or violatingviolation of any non-solicitation or non-competition covenant—the employee engaging in such conduct would forfeit the amount of any incentive-based compensation paid during the period commencing one year prior to the improper conduct and continuing until the time the improper conduct is discovered, to the extent that the Board determines is appropriate under the circumstances. The clawback policy affords the Board broad discretion to determine the amount and extent of any clawback.
The Compensation Committee does not employ any form of wealth tally; it believes that grants to executives should be made based on individual and Company performance factors and market compensation conditions at the time of grant, as described herein.
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COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors of the Company has reviewed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and discussed it with the Company’s management. Based on the Compensation Committee’s review and discussion with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.January 2, 2022.
THE COMPENSATION COMMITTEE
Ben Baldanza (Chair)
Esi Eggleston Bracey
Kurt M. Cellar
Enrique Ramirez
Arik Ruchim
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee serves, or has served, as an officer or employee of the Company. In addition, no interlocking relationship exists between the Board or the Compensation Committee and the board of directors or compensation committee of any other company, nor did any such interlocking relationship exist during 2020.2021.
COMPENSATION POLICIES AND RISK MANAGEMENT PRACTICES
The Compensation Committee has reviewed the Company’s compensation policies and practices for all of the Company’s employees, including non-executive officers, and determined that the policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. The Compensation Committee believes that the design of the Company’s annual incentives and long-term equity incentives provides an effective and appropriate mix of incentives to help ensure the Company’s performance is focused on long-term stockholder value creation and does not encourage the taking of short-term risks at the expense of long-term results. The Company has discretion to reduce annual incentive payments (or pay no annual incentive) based on individual performance or any other factors it may determine to be appropriate in the circumstances.
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EXECUTIVE COMPENSATION
20202021 Summary Compensation Table
The following table summarizes the compensation paid by the Company to (i) the Chief Executive Officer,CEO, (ii) the Chief Financial Officer,former CEO, (iii) the former Chief Financial Officer,CFO, and (iv) the individual who served as the Interim Chief Financial Officer,former EVP, GC and (v) the Company’s other three most highly compensated executive officers serving as such during 2020.CAO.
​
Name and Principal Position
​​
Year
​​
Salary(1)(2)
($)
​​
Bonus
($)
​​
Stock
Awards(3)
($)
​​
Option
Awards
($)
​​
Non-Equity
Incentive
Plan
Compensation
($)
​​
All Other
Compensation(4)
($)
​​
Total
($)
​
​
Michael Spanos
President and Chief Executive Officer
​​
2020
​​
939,916
​​
—
​​
​6,306,400
​​
—
​​
—
​​
​—
​​
​7,246,316
​
​
2019
​​
132,692
​​
215,000
​​
1,999,998
​​
2,337,500
​​
—
​​
165,000
​​
4,850,190
​
​
Sandeep Reddy
Chief Financial Officer
​​
2020
​​
240,000
​​
—
​​
1,800,023
​​
—
​​
—
​​
—
​​
2,040,023
​
​
Laura W. Doerre
General Counsel & Chief Administrative Officer
​​
2020
​​
357,173
​​
330,000
​​
1,400,003
​​
—
​​
—
​​
​215,293
​​
​2,302,469
​
​
Marshall Barber
Former Chief Financial Officer
​​
2020
​​
384,154
​​
—
​​
​305,880
​​
—
​​
—
​​
11,400
​​
​701,434
​
​
2019
​​
553,000
​​
—
​​
208,829
​​
265,200
​​
—
​​
35,097
​​
1,062,126
​
​
2018
​​
538,000
​​
—
​​
141,972
​​
198,500
​​
324,416
​​
31,530
​​
1,234,418
​
​
Leonard A. Russ
Former Interim CFO,
Current Senior Vice President, Operations Services
​​
2020
​​
343,601
​​
—
​​
​904,895
​​
​—
​​
—
​​
7,293
​​
1,255,789
​
​
Brett Petit
Former Senior Vice President, Marketing & Sales
​​
2020
​​
362,346
​​
—
​​
​709,736
​​
—
​​
—
​​
856,400
​​
1,928,482
​
​
2019
​​
510,000
​​
—
​​
102,180
​​
212,160
​​
—
​​
30,490
​​
854,830
​
​
2018
​​
502,000
​​
—
​​
99,654
​​
158,800
​​
252,257
​​
27,865
​​
1,040,576
​
​
Catherine Aslin
Former Senior Vice President, Human Resources
​​
2020
​​
264,461
​​
—
​​
​706,713
​​
—
​​
—
​​
​594,997
​​
1,566,171
​
​
2019
​​
347,500
​​
—
​​
58,481
​​
212,160
​​
—
​​
20,734
​​
638,875
​
​
2018
​​
340,000
​​
—
​​
30,301
​​
158,800
​​
170,851
​​
17,731
​​
717,683
​
​
Name and
Principal Position(1)
​​
Year
​​
Salary(2)
($)
​​
Bonus
($)
​​
Stock
Awards(3)
($)
​​
Option
Awards
($)
​​
Non-Equity
Incentive
Plan
Compensation
($)
​​
All Other
Compensation(4)
($)
​​
Total
($)
​
​
Selim Bassoul
President & CEO
​​
2021
​​
178,846
​​
469,471(5)
​​
11,014,293
​​
—
​​
—
​​
269,975
​​
11,932,585
​
​
Michael Spanos
Former President & CEO
​​
2021
​​
1,025,048
​​
—
​​
3,237,810
​​
—
​​
2,249,688
​​
2,886,600
​​
9,399,146
​
​
2020
​​
939,916
​​
—
​​
6,306,400
​​
—
​​
—
​​
—
​​
7,246,316
​
​
2019
​​
132,692
​​
—
​​
1,999,998
​​
2,337,500
​​
—
​​
165,000
​​
4,850,190
​
​
Sandeep Reddy
EVP & CFO
​​
2021
​​
647,500
​​
—
​​
399,970
​​
—
​​
877,500
​​
35,701
​​
1,960,671
​
​
2020
​​
240,000
​​
—
​​
1,800,023
​​
—
​​
—
​​
—
​​
2,040,023
​
​
Laura W. Doerre
Former EVP, GC & CAO
​​
2021
​​
632,500
​​
—
​​
399,970
​​
—
​​
877,500
​​
1,246,600
​​
3,156,570
​
​
2020
​​
357,173
​​
—
​​
1,400,003
​​
—
​​
—
​​
215,293
​​
2,302,469
​
(1)
Effective November 14, 2021, Mr. Spanos stepped down as President & CEO and Mr. Bassoul was appointed President & CEO. Effective December 12, 2021, Ms. Doerre departed her role as EVP, GC & CAO. In February 24, 2020, (a)2022, Mr. Barber retired as Executive Vice President and Chief Financial Officer (and later retired fromReddy notified the Company of his decision to resign as CFO effective August 31, 2020), and (b) Mr. Russ, formerly the Senior Vice President, Strategic Planning and Analysis, assumed the role of Interim Chief Financial Officer. Effective July 1, 2020, Mr. Reddy became the Chief Financial Officer and, effective August 1, 2020, Mr. Russ, formerly the Interim Chief Financial Officer, assumed the role of Senior Vice President, Operations Services. Effective March 9, 2020, Ms. Doerre became the Executive Vice President and General Counsel. Effective October 2, 2020, Ms. Aslin, formerly the Senior Vice President, Human Resources, and Mr. Petit, formerly the Senior Vice President, Marketing & Sales, resigned, and, effective October 1, 2020, Ms. Doerre assumed the additional duties of Chief Administrative Officer.27, 2022.
(2)
Messrs. Barber and Petit and Ms. AslinThe salary for Mr. Spanos reflects a temporary 25% reduction through February 28, 2021, which was in effect due to the COVID-19 pandemic. Mr. Reddy deferred portions of theirhis salary into the Supplemental 401(k) Plan as set forth in the 20202021 Non-Qualified Deferred Compensation Table. The amounts in the Summary Compensation Table for 20202021 reflect salary prior to any such deferrals.
(3)
The dollar amount represents the aggregate grant date fair value of the RSU awards granted computed in accordance with the stock-based accounting rules (Financial Accounting Standards Board ASC Topic 718). The assumptions used in the calculation of these amounts are discussed in Note 10 to the Company’s consolidated financial statements included in the Form 10-K. TheseA zero value was included for the PSUs because the awards were not considered to be probable of being earned on the grant date. Assuming the highest level of performance under the PSU awards is achieved, calculated by multiplying the closing price of the Company’s common stock on the grant date, Mr. Bassoul’s award is valued at $52,272,000 and Mr. Reddy’s award is valued at $799,939. For Mr. Spanos, these awards also include the DERs distributed to reflect thevalue of dividend equivalents that had accumulated with respect to stock options vesting during such period. The amount shown for Mr. Spanos also includes cash dividends that accumulated on unvested restricted stock that was paid when the shares of common stock underlying the restricted stock vested.
For Mr. Bassoul, the amount includes $279,976, which represents the value of restricted stock awards granted for Mr. Bassoul’s service as a director on the Board and as Non-Executive Chairman prior to becoming CEO.
 2021 Proxy Statement | 45

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
(4)
TheFor Mr. Spanos and Ms. Doerre, the amounts shown include 401(k) Plan matching contributions in the amount of 100% of the first 3% of salary contributions and 50% of the next 2% of salary contributions (subject to tax law limits), and Supplemental 401(k) Plan matching contributions for certain named executive officers as follows:$11,600 each.
​
Executive
​​
401(k) Plan
Match
($)
​​
Supplemental
401(k) Plan
Match
($)
​​
Total
($)
​
​
Marshall Barber
​​
11,400
​​
—
​​
11,400
​
​
Leonard A. Russ
​​
7,293
​​
—
​​
7,293
​
​
Brett Petit
​​
11,400
​​
—
​​
11,400
​
​
Catherine Aslin
​​
​9,701
​​
296
​​
​9,997
​
The amount shown for Ms. Doerre represents relocation expenses as provided for in her employment agreement.
The amounts shown for Mr. PetitSpanos and Ms. AslinDoerre include $845,000$2,875,000 and $585,000,$1,235,000, respectively, for separation payments pursuant to their respective employment agreements. See “—Description of RetirementSeparation Agreements and Separation Payments”Payments Pursuant to Employment Agreements” for additional information. For additional information on contributions that the Company makes for the named executive officers under the 401(k) Plan, Supplemental 401(k) Plan and benefits that the Company provides to the named executive officers, see “Compensation Discussion and Analysis—Elements of Compensation—Retirement and Other Benefits.”
The amount for Messrs. Bassoul and Reddy represents relocation expenses. Mr. Bassoul’s employment agreement provides for a relocation allowance of up to $165,000.
For Mr. Bassoul, the amount also includes $104,975 representing payment of fees for service as a director on the Board prior to becoming CEO. See “2021 Non-Employee Director Compensation” for additional information.
(5)
This amount reflects Mr. Bassoul’s annual bonus, which was determined in the discretion of the Board.
  2022 Proxy Statement | 51
2020

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
2021 Grants of Plan-Based Awards
The following table provides information on equity and non-equity awards granted in 20202021 to each of the named executive officers:
​
​​
​​
Estimated Future
Payouts Under Non-Equity
Incentive Plan Awards(1)
​​
Estimated Future
Payouts Under
Equity Incentive Plan
Awards
​​
All Other
Stock
Awards:
No. of
Shares of
Stock or
Units
(#)
​​
All Other
Option
Awards:
No. of
Securities
Underlying
Options
(#)
​​
Exercise
or Base
Price of
Awards
($/Sh)
​​
Grant
Date
Fair
Value of
Stock
and
Option
Awards
($)
​
​
Name
​​
Grant
Date
​​
Threshold
($)
​​
Target
($)
​​
Maximum
($)
​​
Threshold
(#)
​​
Target
(#)
​​
Maximum
(#)
​
​
Michael
Spanos(1)
​​
5/6/2020
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
315,623
​​
—
​​
—
​​
5,999,993
​
​
Sandeep
Reddy(2)
​​
—
​​
​147,049
​​
​294,098
​​
​588,196
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
7/1/2020
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
50,328
​​
—
​​
—
​​
1,000,017
​
​
7/1/2020
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
40,262
​​
—
​​
—
​​
800,006
​
​
Laura W.
Doerre
​​
—
​​
​292,500
​​
585,000
​​
1,170,000
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
3/9/2020
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
31,546
​​
—
​​
—
​​
600,005
​
​
5/6/2020
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
42,083
​​
—
​​
—
​​
799,998
​
​
Marshall Barber(3)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
Leonard
A. Russ
​​
—
​​
140,625
​​
281,250
​​
​562,500
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
4/1/2020
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
6,135
​​
—
​​
—
​​
70,000
​
​
5/6/2020
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
22,658
​​
—
​​
—
​​
430,729
​
​
8/1/2020
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
17,252
​​
—
​​
—
​​
300,012
​
​
Brett Petit
​​
—
​​
​162,500
​​
325,000
​​
650,000
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
5/6/2020
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
22,658
​​
—
​​
—
​​
430,729
​
​
Catherine
Aslin
​​
—
​​
​112,500
​​
225,000
​​
450,000
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
5/6/2020
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
22,658
​​
—
​​
—
​​
430,729
​
​
 
​​
 
​​
Estimated Future
Payouts under Non-Equity
Incentive Plan Awards(1)
​​
Estimated Future
Payouts under
Equity Incentive Plan
Awards
​​
All Other
Stock
Awards:
No. of
Shares of
Stock or
Units
(#)
​​
Grant
Date
Fair
Value of
Stock
and
Option
Awards
($)
​
​
Name
​​
Grant
Date
​​
Threshold
($)
​​
Target
($)
​​
Maximum
($)
​​
Threshold
(#)
​​
Target
(#)
​​
Maximum
(#)
​
​
Selim Bassoul
​​
1/29/2021(2)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
1,973
​​
67,477
​
​
5/5/2021(3)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
2,767
​​
119,977
​
​
 
​​
5/5/2021(4)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
3,690
​​
159,998
​
​
 
​​
5/5/2021(5)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
2,421
​​
104,975
​
​
 
​​
11/15/2021(6)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
246,426
​​
10,734,317
​
​
 
​​
11/15/2021(7)
​​
—
​​
—
​​
—
​​
—
​​
50,000
​​
1,200,000
​​
—
​​
—
​
​
Michael Spanos
​​
—
​​
862,500
​​
1,725,000
​​
3,450,000
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
3/8/2021(8)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
34,972
​​
1,749,999
​
​
3/8/2021(7)
​​
—
​​
—
​​
—
​​
17,486
​​
34,972
​​
69,944
​​
—
​​
—
​
​
Sandeep Reddy
​​
—
​​
292,500
​​
585,000
​​
1,170,000
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
3/8/2021(8)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
7,993
​​
399,970
​
​
3/8/2021(7)
​​
—
​​
—
​​
—
​​
3,996
​​
7,993
​​
15,986
​​
—
​​
—
​
​
Laura W. Doerre
​​
—
​​
292,500
​​
585,000
​​
1,170,000
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
3/8/2021(8)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
7,993
​​
399,970
​
​
3/8/2021(7)
​​
—
​​
—
​​
—
​​
3,996
​​
7,993
​​
15,986
​​
—
​​
—
​
(1)
As noted above, in February 2020, the Company and Mr. Spanos agreed that he would not be eligible for an annual incentive in 2020. No annual incentives were earned by any named executive officers for 2020. See “Compensation Discussion and Analysis—Elements of Compensation—Annual Incentives” for details regarding the annual incentive.
(2)
Annual incentive plan amounts shown are prorated pursuant to Mr. Reddy’s employment agreement, which provides that his 2020 target annual incentive would be prorated for theRepresents a portion of 2020 that his agreement wascash compensation for service on the Board, which Mr. Bassoul elected to receive in effect.the form of stock to conserve the Company’s cash flow during the height of the pandemic.
(3)
Represents an equity retainer in the form of restricted stock for service as Non-Executive Chairman, prior to becoming CEO, which vests on May 5, 2022.
(4)
Represents an equity retainer in the form of restricted stock for service as a director on the Board, prior to becoming CEO, which vests on May 5, 2022.
(5)
Represents stock pursuant to deferral of director cash compensation under the director cash retainer deferral program. See “2021 Non-Employee Director Compensation—Cash Retainer Deferral Program” for additional information.
(6)
Represents sign-on RSU award, which vests in full on the third anniversary of the grant date.
(7)
Represents PSU awards that vest based on achievement of performance goals for the period 2022-2024 as described in the Compensation Discussion and Analysis above. A zero value was included for the PSUs because the awards were not considered probable of being earned on the grant date. The PSU awards for Mr. Barber entered into a TransitionSpanos and Retirement Agreement, dated February 20, 2020,Ms. Doerre were forfeited upon their departure from the Company.
(8)
Represents RSU award, which did not provide for an annual incentive.vests on each of the first three anniversaries of the grant date.
4652 |   20212022 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
20202021 Outstanding Equity Awards at Fiscal Year-End
The following table provides information on the total outstanding equity awards as of December 31, 2020,January 2, 2022, for each of the named executive officers:
​
​​
​​
Option Awards
​​
Stock Awards
​
​
Name
​​
Grant Date
​​
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
​​
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(1)
​​
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
​​
Option
Exercise
Price
($)
​​
Option
Expiration
Date
​​
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)(2)
​​
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested(3)
($)
​​
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)
​​
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested(4)
($)
​
​
Michael Spanos
​​
11/18/2019
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
10,000(5)
​​
​351,800
​
​
11/18/2019
​​
—
​​
—
​​
—
​​
—
​​
—
​​
28,954
​​
987,331
​​
—
​​
—
​
​
11/18/2019
​​
76,250
​​
228,750
​​
—
​​
46.05
​​
11/18/2029
​​
—
​​
—
​​
—
​​
—
​
​
11/18/2019
​​
—
​​
—
​​
—
​​
—
​​
—
​​
(6)
​​
​247,050
​​
—
​​
—
​
​
11/18/2019
​​
30,000
​​
90,000
​​
—
​​
46.05
​​
11/18/2029
​​
—
​​
—
​​
—
​​
—
​
​
11/18/2019
​​
—
​​
—
​​
—
​​
—
​​
—
​​
(6)
​​
​97,200
​​
—
​​
—
​
​
5/6/2020
​​
—
​​
—
​​
—
​​
—
​​
—
​​
315,623
​​
​10,762,744
​​
—
​​
—
​
​
Sandeep
Reddy
​​
7/1/2020
​​
—
​​
—
​​
—
​​
—
​​
—
​​
50,328
​​
​1,716,185
​​
—
​​
—
​
​
7/1/2020
​​
—
​​
—
​​
—
​​
—
​​
—
​​
40,262
​​
​1,372,934
​​
—
​​
—
​
​
Laura W.
Doerre
​​
3/9/2020
​​
—
​​
—
​​
—
​​
—
​​
—
​​
31,546
​​
​1,075,719
​​
—
​​
—
​
​
5/6/2020
​​
—
​​
—
​​
—
​​
—
​​
—
​​
42,083
​​
​1,485,030
​​
—
​​
—
​
​
Marshall
Barber
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
Leonard A.
Russ
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
​7,000(7)
​​
​308,420
​
​
8/24/2014
​​
​2,500
​​
—
​​
—
​​
37.54
​​
8/24/2024
​​
—
​​
—
​​
—
​​
—
​
​
8/24/2015
​​
​4,000
​​
—
​​
—
​​
42.34
​​
8/24/2025
​​
—
​​
—
​​
—
​​
—
​
​
2/19/2016
​​
​2,500
​​
—
​​
—
​​
51.38
​​
2/19/2026
​​
—
​​
—
​​
—
​​
—
​
​
8/24/2016
​​
​6,750
​​
—
​​
—
​​
50.39
​​
8/24/2026
​​
—
​​
—
​​
—
​​
—
​
​
2/8/2017
​​
​2,250
​​
​750
​​
—
​​
60.80
​​
2/8/2027
​​
—
​​
—
​​
—
​​
—
​
​
2/8/2017
​​
​—
​​
​—
​​
—
​​
—
​​
—
​​
​(6)
​​
​6,990
​​
—
​​
—
​
​
8/30/2017
​​
​9,000
​​
​3,000
​​
—
​​
​53.12
​​
​8/30/2027
​​
​—
​​
​—
​​
—
​​
—
​
​
8/30/2017
​​
​—
​​
​—
​​
—
​​
—
​​
—
​​
​(6)
​​
​24,120
​​
—
​​
—
​
​
7/2/2018
​​
​2,500
​​
​2,500
​​
—
​​
​70.13
​​
​7/2/2028
​​
​—
​​
​—
​​
—
​​
—
​
​
7/2/2018
​​
—
​​
—
​​
—
​​
—
​​
—
​​
(6)
​​
12,850
​​
—
​​
—
​
​
8/30/2018
​​
7,500
​​
7,500
​​
—
​​
65.27
​​
8/30/2028
​​
—
​​
—
​​
—
​​
—
​
​
8/30/2018
​​
—
​​
—
​​
—
​​
—
​​
—
​​
(6)
​​
38,550
​​
—
​​
—
​
​
8/30/2019
​​
6,250
​​
18,750
​​
—
​​
59.17
​​
8/30/2029
​​
—
​​
—
​​
—
​​
—
​
​
8/30/2019
​​
—
​​
—
​​
—
​​
—
​​
—
​​
(6)
​​
35,625
​​
—
​​
—
​
​
4/1/2020
​​
—
​​
—
​​
—
​​
—
​​
—
​​
6,135
​​
​209,204
​​
—
​​
—
​
​
5/6/2020
​​
—
​​
—
​​
—
​​
—
​​
—
​​
22,658
​​
​772,638
​​
—
​​
—
​
​
8/1/2020
​​
—
​​
—
​​
—
​​
—
​​
—
​​
17,252
​​
588,293
​​
—
​​
—
​
​
Brett
Petit
​​
8/24/2015
​​
5,000
​​
—
​​
—
​​
42.34
​​
10/2/2021
​​
—
​​
—
​​
—
​​
—
​
​
8/24/2016
​​
15,000
​​
—
​​
—
​​
50.39
​​
10/2/2021
​​
—
​​
—
​​
—
​​
—
​
​
2/8/2017
​​
5,000
​​
—
​​
—
​​
60.80
​​
10/2/2021
​​
—
​​
—
​​
—
​​
—
​
​
8/30/2017
​​
20,000
​​
—
​​
—
​​
53.12
​​
10/2/2021
​​
—
​​
—
​​
—
​​
—
​
​
8/30/2018
​​
15,000
​​
—
​​
—
​​
65.27
​​
10/2/2021
​​
—
​​
—
​​
—
​​
—
​
​
8/30/2019
​​
16,000
​​
—
​​
—
​​
59.17
​​
10/2/2021
​​
—
​​
—
​​
—
​​
—
​
​
Catherine
Aslin
​​
8/24/2014
​​
3,500
​​
—
​​
—
​​
37.54
​​
10/2/2021
​​
—
​​
—
​​
—
​​
—
​
​
8/24/2015
​​
3,000
​​
—
​​
—
​​
42.34
​​
10/2/2021
​​
—
​​
—
​​
—
​​
—
​
​
8/24/2016
​​
2,250
​​
—
​​
—
​​
50.39
​​
10/2/2021
​​
—
​​
—
​​
—
​​
—
​
​
1/3/2017
​​
6,750
​​
—
​​
—
​​
60.06
​​
10/2/2021
​​
—
​​
—
​​
—
​​
—
​
​
2/8/2017
​​
3,000
​​
—
​​
—
​​
60.80
​​
10/2/2021
​​
—
​​
—
​​
—
​​
—
​
​
8/30/2017
​​
20,000
​​
—
​​
—
​​
53.12
​​
10/2/2021
​​
—
​​
—
​​
—
​​
—
​
​
8/30/2018
​​
15,000
​​
—
​​
—
​​
65.27
​​
10/2/2021
​​
—
​​
—
​​
—
​​
—
​
​
8/30/2019
​​
16,000
​​
—
​​
—
​​
59.17
​​
10/2/2021
​​
—
​​
—
​​
—
​​
—
​
 2021 Proxy Statement | 47

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
​
 
​​
 
​​
Option Awards
​​
Stock Awards
​
​
Name
​​
Grant Date
​​
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
​​
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
​​
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
​​
Option
Exercise
Price
($)
​​
Option
Expiration
Date
​​
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
​​
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested(1)
($)
​​
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)
​​
Equity
Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)
​
​
Selim Bassoul
​​
5/5/2021
​​
—
​​
—
​​
—
​​
—
​​
—
​​
2,767(2)
​​
117,819
​​
—
​​
—
​
​
5/5/2021
​​
—
​​
—
​​
—
​​
—
​​
—
​​
3,690(2)
​​
157,120
​​
—
​​
—
​
​
 
​​
11/15/2021
​​
—
​​
—
​​
—
​​
—
​​
—
​​
246,426(3)
​​
10,492,819
​​
—
​​
—
​
​
 
​​
11/15/2021
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
50,000(4)
​​
2,129,000
​
​
Michael Spanos
​​
11/18/2019
​​
318,750
​​
—
​​
—
​​
46.05
​​
11/14/2022
​​
—
​​
—
​​
—
​​
—
​
​
Sandeep Reddy
​​
7/1/2020
​​
—
​​
—
​​
—
​​
—
​​
—
​​
50,328(5)
​​
2,142,966
​​
—
​​
—
​
​
7/1/2020
​​
—
​​
—
​​
—
​​
—
​​
—
​​
26,842(6)
​​
1,142,932
​​
—
​​
—
​
​
3/8/2021
​​
—
​​
—
​​
—
​​
—
​​
—
​​
7,993(6)
​​
340,342
​​
—
​​
—
​
​
3/8/2021
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
7,993(4)
​​
340,342
​
​
Laure W. Doerre
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
(1)
The stock options vest 25% on each anniversary of the grant date with acceleration upon certain events as discussed in “—Potential Payments Upon Termination.” As described in “Compensation Discussion and Analysis—Elements of Compensation—Dividend Equivalent Rights,” unvested stock options accrue DERs. On a quarterly basis, if and when stockholders are paid cash dividends, the DERs accrue and are distributed in shares upon the vesting of the stock option award. In April 2020, the Company suspended payment of dividends on its common stock.
(2)
One-third of the restricted stock units generally vest on each of the first three anniversaries of the grant date. The restricted stock units granted to Ms. Doerre in March 2020 in connection with her joining the Company vest in full on the second anniversary of the grant date. The grant of 50,328 restricted stock units to Mr. Reddy in July 2020 in connection with his joining the Company vest in full on the second anniversary of the grant date. The restricted stock units granted to Mr. Russ in April 2020 vest in equal amounts on each of the first two anniversaries of the grant date. The restricted stock units granted to Mr. Russ in August 2020 in connection with his promotion to Senior Vice President, Operations Services vest in full on the third anniversary of the grant date.
(3)
The market value of stock awards is the number of shares shown in the table multiplied by $34.10,$42.58, the closing price per share of the Company’s common stock on December 31, 2020.2021.
(2)
Restricted stock representing annual equity retainer for service as Non-Executive Chairman (2,767 shares) and for service as a director on the Board (3,690 shares), prior to becoming CEO, which vests on May 5, 2022.
(3)
RSUs vest in full on the third anniversary of the grant date.
(4)
The value set forth for DERs is based on the amount of cash dividend equivalents accumulated, if any, from the grant date through December 31, 2020.
(5)
Performance restricted stock units vest only upon achievement by the Company of $750 million of Modified EBITDA in 2021.
(6)
On the grant date of the stock option awards, accompanying DERs were also granted to each named executive officer. The number of shares of common stock that vest pursuant to the DERs is based on the conversion of cash dividend equivalents accumulated from the grant date through the date that the stock option vests.
(7)
Amount represents the target number of shares that may be issued uponunder PSU awards assuming achievement byof the Companyestablished performance goals. See “Compensation Discussion and Analysis—Elements of $750 millionCompensation—Long-Term Equity.”
(5)
RSUs vest in full on the second anniversary of Modified EBITDAthe grant date.
(6)
RSUs vest in 2021.equal installments on each of the first three anniversaries of the grant date.
20202021 Option Exercises and Stock Vested
The following table provides information on the number of shares acquired by each named executive officer upon the vesting of stock awards and the value realized, each before payment of any applicable withholding tax. No named executive officers exercised stock options during 2020.2021.
​
​
​​
Stock Awards
​
​
Name
​​
Number of
Shares Acquired
on Vesting(1)
(#)
​​
Value Realized
on Vesting(2)
($)
​
​
Michael Spanos
​​
18,377
​​
540,651
​
​
Sandeep Reddy
​​
—
​​
—
​
​
Laura W. Doerre
​​
—
​​
—
​
​
Marshall Barber
​​
11,938
​​
355,961
​
​
Leonard A. Russ
​​
4,395
​​
105,720
​
​
Brett Petit
​​
17,734
​​
381,219
​
​
Catherine Aslin
​​
16,824
​​
369,461
​
​
 
​​
Stock Awards
​
​
Name
​​
Number of Shares
Acquired on Vesting(1)
(#)
​​
Value Realized
on Vesting(2)
($)
​
​
Selim Bassoul
​​
—
​​
—
​
​
Michael Spanos
​​
251,026
​​
10,585,078
​
​
Sandeep Reddy
​​
13,420
​​
588,467
​
​
Laura W. Doerre
​​
62,265
​​
2,479,192
​
(1)
The amount represents the DERsfor Mr. Spanos includes dividend equivalent rights distributed to reflect the dividend equivalents that had accumulated with respect to stock options vesting during 20202021 as described in “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Equity.”
  2022 Proxy Statement | 53

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
(2)
The amount was calculated based on the fair market value of the Company’s common stock on the vesting date (or the previous trading day if the vesting date was not a trading day). The fair market value is determined based on the closing price of the Company’s common stock on the applicable date and, if applicable, accumulated dividends/DERs.dividend equivalent rights.
48 |  Fiscal 2021 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATIONNon-Qualified Deferred Compensation
Fiscal 2020 Non-Qualified Deferred Compensation
The Company maintains a Supplemental 401(k) Plan that covers selected employees, including the named executive officers. The Supplemental 401(k) Plan provides participants the opportunity to defer a portion of their compensation without such portion being limited by Internal Revenue Code restrictions applicable to the Company’s 401(k) Plan. In addition, through 2020, the Supplemental 401(k) Plan provides participants who have made the maximum contribution under the Company’s 401(k) Plan to be credited with matching contributions under the Supplemental 401(k) Plan to the extent of contributions to the Supplemental 401(k) Plan subject to an overall matching contribution limit. Aggregate matching contributions for a participant under the Supplemental 401(k) Plan and the Company’s 401(k) Plan has been fixed at 4% of the participant’s base salary and annual incentive compensation. Effective January 1, 2021, the Supplemental 401(k) was amended and restated including to eliminate a fixed Company contribution rate. Amounts credited to a named executive officer under the Supplemental 401(k) Plan, adjusted for earnings or losses, will generally be distributed on the last business day of the sixth month following the month in which the participant has a separation of service (for purposes of the Internal Revenue Code) from the Company.
The following table sets forth information concerning the named executive officers’ participation in the Supplemental 401(k) Plan during fiscal 2020:2021:
​
​​
Non-Qualified Deferred Compensation
​
​
Name
​​
Executive
Contributions
in Last Fiscal Year(1)
($)
​​
Registrant
Contributions
in Last Fiscal Year(1)
($)
​​
Aggregate
Earnings (Loss)
in Last Fiscal Year
($)
​​
Aggregate
Withdrawals /
Distributions
in Last Fiscal Year
($)
​​
Aggregate
Balance
at Fiscal Year End(2)
($)
​
​
Michael Spanos
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
Sandeep Reddy
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
Laura W. Doerre
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
Marshall Barber
​​
​8,109
​​
—
​​
19,737
​​
(302,049)
​​
​—
​
​
Leonard A. Russ
​​
—
​​
—
​​
​24,520
​​
—
​​
​166,649
​
​
Brett Petit
​​
​785
​​
—
​​
​104,510
​​
—
​​
​741,996
​
​
Catherine Aslin
​​
7,797
​​
296
​​
11,284
​​
—
​​
​61,149
​
​
 
​​
Non-Qualified Deferred Compensation
​
​
Name
​​
Executive
Contributions in
Last Fiscal Year(1)
($)
​​
Registrant
Contributions in
Last Fiscal Year(1)
($)
​​
Aggregate
Earnings (Loss) in
Last Fiscal Year
($)
​​
Aggregate
Withdrawals /
Distributions in
Last Fiscal Year
($)
​​
Aggregate
Balance at
Fiscal Year End(2)
($)
​
​
Selim Bassoul
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
Michael Spanos
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
Sandeep Reddy
​​
945,625
​​
—
​​
6,486
​​
—
​​
952,111
​
​
Laura W. Doerre
​​
—
​​
—
​​
—
​​
—
​​
—
​
(1)
All amounts reported as executive contributions are executive elective deferrals included in the 20202021 Summary Compensation Table as salary or non-equity incentive compensation for 2020. All amounts reported as registrant contributions are Company matching contributions included in the 2020 Summary Compensation Table as “All Other Compensation” for 2020.2021.
(2)
The aggregate balance includes $461,186 and $46,291 for Mr. Petit and Ms. Aslin, respectively,$945,625, which was reported in the Summary Compensation Table for 2012 through 2020.2021.
Description of Employment Agreements
The Company enters into employment agreements with its named executive officers providing for base salary, annual incentive target opportunities, and compensation upon certain terminations of employment as described above and in “—Potential Payments Uponupon Termination.”
In connection with his appointment as President and CEO of the Company, the Company entered into an employment agreement with Mr. Bassoul (the “Bassoul Employment Agreement”) dated November 14, 2021 (the “Bassoul Effective Date”). The Bassoul Employment Agreement provides for a term that commenced on the Bassoul Effective Date and terminates on December 31, 2024, unless the relationship is extended by mutual agreement or earlier terminated in accordance with the terms of the Bassoul Employment Agreement. The Bassoul Employment Agreement provides for, among other things, a base salary of $1,550,000 and, beginning in fiscal year 2022, a target annual incentive opportunity of 150% of base salary. For fiscal year 2021, Mr. Bassoul’s annual bonus was determined in the discretion of the Board. Pursuant to the Bassoul Employment Agreement, Mr. Bassoul was entitled to a relocation allowance of up to $165,000, in accordance with the Company’s policies. Also pursuant to the Bassoul Employment Agreement, Mr. Bassoul committed to purchase an aggregate of $10,000,000 of Company common stock in open market purchases during a short period following commencement of his employment.
The Company entered into an employment agreement with Mr. Spanos (the “Spanos Employment Agreement”) that provides for,Reddy in July 2020. Pursuant to his employment agreement, Mr. Reddy is entitled to receive, among other things, a base salary of at least $1,150,000$650,000 per year and an annual bonus with a target annual incentive opportunity of 150%90% of base salary. His employment agreement was amended in February 2020 to provide for an annual bonus commencing in 2021 rather than 2020. Mr. Spanos is entitled to participate in or receive benefits under the employee benefits programs of the Company, including the Company’s life, health, and disability programs, as well as to receive reimbursement of certain expenses incurred during his employment. The Spanos Employment Agreement also contains provisions for separation payments and benefits upon certain types of termination of employment, as well as customary non-competition, indemnification, confidentiality, and proprietary information provisions.
The Company entered into an employment agreement with each of Ms. Doerre in February 2020 (as amended in October 2020 when she assumed the additional duties of Chief Administrative Officer) and Mr. Reddy in
 2021 Proxy Statement54 |  49 2022 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
July 2020. EachThe Company previously entered into employment agreements with Mr. Spanos and Ms. Doerre. See “Compensation Discussion and Analysis—Elements of Compensation” for additional information on the compensation of the former named executive officers. For a description of separation payments and benefits provided by these employment agreements, see “—Potential Payments upon Termination” and “—Description of Separation Agreements and Payments Pursuant to Employment Agreements.”
Pursuant to each employment agreement, provides for, among other things, a base salary of at least $650,000 per year and an annual bonus with a target of 90% of base salary. Eachthe executive is entitled to participate in or receive benefits under the employee benefits programs of the Company, including the Company’s life, health, and disability programs, as well as to receive reimbursement of certain expenses incurred during histheir employment. The employment agreements also contain provisions for separation payments and benefits upon certain types of termination of employment, as well as customary non-competition, indemnification, confidentiality, and proprietary information provisions.
The Company entered into an employment agreement with Mr. Russ in July 2020 when he transitioned from the role of Interim Chief Financial Officer to Senior Vice President, Operations Services, effective August 1, 2020. Mr. Russ’ employment agreement provides for, among other things, a base salary of at least $450,000 per year and an annual bonus with a target of 62.5% of base salary. Mr. Russ is entitled to participate in or receive benefits under the employee benefits programs of the Company, including the Company’s life, health, and disability programs, as well as to receive reimbursement of certain expenses incurred during his employment. His employment agreement also contains provisions for separation payments and benefits upon certain types of termination of employment, as well as customary non-competition, indemnification, confidentiality, and proprietary information provisions.
The Company previously entered into employment agreements with Messrs. Barber and Petit and Ms. Aslin. See “Compensation Discussion and Analysis—Elements of Compensation” for additional information on the compensation of the former named executive officers. The employment agreements also contained provisions for separation payments and benefits upon certain types of termination of employment, as well as customary non-competition, indemnification, confidentiality, and proprietary information provisions. For a description of separation payments and benefits provided by these employment agreements, see “—Potential Payments Upon Termination” and “—Description of Retirement Agreements and Separation Payments.upon Termination.”
Potential Payments Uponupon Termination
Potential Payments Uponupon Termination of Current Named Executive Officers
AllEach of the named executive officers employed at the end of 20202021 had provisions in their employment agreements providing for separation payments and benefits upon certain types of termination of employment. Upon a current named executive officer’s termination of employment, including for cause, such executive is generally entitled to unpaid earned salary, unpaid benefits, and, with respect to Mr. Reddy, unpaid earned annual incentive, and unpaid benefits.incentive.
Payments Uponupon Death or Disability
In the event of termination of a current named executive officer’s employment due to death or disability, the executive would be entitled to receive the benefits outlined below:
​
Benefit
​​
All Current NEOs
​
​
Lump sum payment (disability only)
​​
1x base salary (2x base salary for CEO)
1x target annual incentive (2x base salary for CEO)
​
​
Annual incentive (prorated)
​​
Yes
​
​
Time-vested equity awards vest
(excludes performance-based awards)
​​
Yes
​
50  2022 Proxy Statement |   2021 Proxy Statement55

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
Termination Without Cause or Forfor Good Reason
If a current named executive officer’s employment is terminated without cause or an executive resigns for good reason, in addition to any other rights or benefits to which the executive is entitled in the ordinary course, such as accrued payments and benefits, the executive would be entitled to receive the benefits outlined below:
​
Benefit
​​
All Current NEOs
​
​
Lump sum payment(1)
​​
1x base salary (2x base salary for CEO)
1x annual target incentive (2x base salary for CEO)
​
​
Annual incentive (prorated)
​​
Yes
​
​
Unpaid bonus for prior fiscal year
​​
Yes
​
​
Continued healthcare coverage(2)
​​
3 or 1218 months
​
​
Time-vested equity vests(3)
​​
For awards scheduled
to vest within 12 months
following termination, yes(3)
​
​
Executive outplacement services
​​
Yes (for Mr. Reddy only)
​
(1)
If Mr. Reddy’s employment is terminated without cause or executivehe resigns for good reason before, on, or within two years after or in anticipation of a change in control (as such term is defined in their respectivehis employment agreements)agreement), such executivehe will instead be entitled to receive a lump sum payment in an amount equal to 2x base salary and 2x annual target incentive, and all time-vested equity will fully vest.
(2)
ExecutiveThe executive may instead receive a lump sum payment at the Company’s discretion. Mr. SpanosBassoul is entitled to continued healthcare coverage for 1218 months, and Mr. Reddy and Ms. Doerre areis entitled to continued healthcare coverage for 3 months.
(3)
Vested options remain exercisable for the shorter of their respective originally scheduled terms or one year following the date of termination. Mr. Spanos’ restricted stock unitsBassoul’s RSUs granted in connection with his commencementbecoming CEO fully vest. Mr. Bassoul will be entitled to receive settlement of any previously earned PSUs and, in the event such termination of employment fully vest.occurs on or after July 1st of any year during the performance period, any PSUs that become earned in the year of such termination. Subject to the Compensation Committee’s discretion to accelerate vesting, all unvested performance-based restricted stock unitsPSUs are immediately forfeited upon termination of employment for any reason. Mr. Bassoul is not entitled to additional benefits in the event his employment is terminated in connection with a change in control.
56 |   2022 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
The following terms are generally defined in the employment agreements for the current named executive officers as follows:
​
Term
​​
Definition
​
​
Cause
​​
■
​​
continued failure (except where due to physical or mental incapacity) to endeavor in good faith to substantially perform executive’s duties;
​
​
■
​​
material malfeasance or gross neglect in the performance of executive’s duties;
​
​
■
​​
conviction of, or plea of guilty or nolo contendere to, a misdemeanor involving moral turpitude or a felony;
​
​
■
​​
commission of fraud or embezzlement against the Company constituting a crime;
​
​
■
​​
material breach of any material provision of executive’s employment agreement (as determined in good faith by the Board) that is not remedied within fifteen days after (i) written notice from the Company specifying such breach and (ii) the opportunity to appear before the Board;
​
​
■
​​
material violation of a material Company policy that causes demonstrable damage to the Company, which damage is not insignificant;
​
​
■
​​
continued failure to cooperate in any audit or investigation involving the Company or its or their financial statements or business practices that is not remedied within fifteen days of written notice from the Company specifying such failure; or
​
​
■
​​
actual gross misconduct that the Board determines in good faith adversely and materially affects the business or reputation of the Company.
​
 2021 Proxy Statement | 51

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
​
Term
​​
Definition
​
​
Good
Reason (without the executive’s express written consent)
​​
■
​​
material diminution in employment duties, responsibilities or authority, or the assignment to executive of duties that are materially inconsistent with his or her position;
​
​
■
​​
reduction in base salary or target annual incentive; or
​
​
■
​​
material breach by the Company of the compensation or indemnification provisions of the executive’s employment agreement.
​
​
■
​​
with respect to Mr. SpanosBassoul only:
o removal as Chief Executive OfficerCEO or an adverse change in reporting obligations,
  obligations,o reduction in minimum or maximum annual incentive, or
o failure of the Company to nominate him for election as a member of the Board or
  the failure of the Company to use efforts consistent with the Company’s efforts with
  respect to other members of the Board slate to encourage the Company’s
  stockholders to elect him to the Board once nominated.
​
​
An executive’s employment may terminate for “good reason” only if (i) within 90 days of the date executive has actual knowledge of the occurrence of an event of “good reason,” he provides written notice to the Company specifying such event, (ii) the Company does not cure such event within 5 (with respect to Mr. Bassoul) or 10 (with respect to Mr. Reddy) business days of such notice if the event is nonpayment of an amount due to executive, or within 60 days of such notice for other events, and (iii) executive terminates executive’s employment within 30 business days of the end of such cure period.
​
  2022 Proxy Statement | 57

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
Potential Payments Uponupon Termination of Employment or Change in Control
The table below illustrates payments that would be made to a current named executive officer employed at the end of 20202021 if his or her employment terminated due to a termination for death or disability, without cause, or for good reason on December 31, 2020.2021. The amounts shown and discussed in this section assume there is no earned but unpaid base salary, annual incentive or expenses at the time of termination. This table is intended only for illustrative purposes; the rights and benefits due to any executive upon an actual termination of employment can be determined only at the time of such event, based on circumstances then existing and arrangements then in effect.
​
Executive
​
Cash Separation
Payments
($)
​
Vesting of
Equity(1)
($)
​
Benefit Payments /
Outplacement
Services
($)
​
Total
($)
​
Executive
​
Cash Separation
Payments
($)
​
Vesting of
Equity(1)
($)
​
Benefit Payments /
Outplacement
Services(2)
($)
​
Total
($)
​
​
Michael Spanos
​
​
​
​
​
Selim Bassoul
​
 
​
 
​
 
​
 
​
​
Death
​
—
​
12,094,326
​
—
​
12,094,326
​
Death
​
—
​
10,492,819
​
—
​
10,492,819
​
​
Disability
​
2,875,000
​
12,094,326
​
—
​
14,969,326
​
Disability
​
7,750,000
​
10,492,819
​
—
​
18,242,819
​
​
Without Cause or for Good Reason
— No Change in Control
​
2,875,000
​
4,689,640
​
32,923
​
7,597,563
​
Without Cause or for Good Reason
— No Change in Control
​
7,750,000
​
10,492,819
​
30,005
​
18,272,824
​
​
Without Cause or for Good Reason
— Change in Control
​
5,750,000
​
12,094,326
​
32,923
​
17,877,249
​
Without Cause or for Good Reason
— Change in Control
​
7,750,000
​
10,492,819
​
30,005
​
18,272,824
​
​
Sandeep Reddy
​
​
​
​
​
Sandeep Reddy
​
 
​
 
​
 
​
 
​
​
Death
​
—
​
3,089,119
​
—
​
3,089,119
​
Death
​
—
​
3,626,241
​
—
​
3,626,241
​
​
Disability
​
1,235,000
​
3,089,119
​
—
​
4,324,119
​
Disability
​
1,235,000
​
3,626,241
​
—
​
4,861,241
​
​
Without Cause or for Good Reason
— No Change in Control
​
1,235,000
​
​457,622
​
16,424
​
​1,709,047
​
Without Cause or for Good Reason
— No Change in Control
​
1,235,000
​
2,827,866
​
18,436
​
4,081,302
​
​
Without Cause or for Good Reason
— Change in Control
​
2,470,000
​
3,089,119
​
16,424
​
5,575,543
​
Without Cause or for Good Reason
— Change in Control
​
2,470,000
​
3,626,241
​
18,436
​
6,114,677
​
​
Laura W. Doerre
​
​
​
​
​
​
Death
​
—
​
​2,510,749
​
—
​
2,510,749
​
​
Disability
​
1,235,000
​
​2,510,749
​
—
​
3,745,749
​
​
Without Cause or for Good Reason
— No Change in Control
​
1,235,000
​
​478,321
​
19,242
​
​1,732,563
​
​
Without Cause or for Good Reason
— Change in Control
​
2,470,000
​
​2,510,749
​
19,242
​
4,999,991
​
​
Leonard A. Russ
​
​
​
​
​
​
Death
​
—
​
1,688,270
​
—
​
1,688,270
​
​
Disability
​
731,250
​
1,688,270
​
—
​
2,419,520
​
​
Without Cause or for Good Reason
—No Change in Control
​
731,250
​
430,793
​
20,887
​
1,182,929
​
​
Without Cause or for Good Reason
—Change in Control
​
1,462,500
​
​2,305,110
​
20,887
​
​3,788,497
​
(1)
The amounts include the value of the unvested portion of the time-vested RSUs that would accelerate upon termination.
(2)
Assumes $15,000 for outplacement services for Mr. Reddy.
Description of Separation Agreements and Payments Pursuant to Employment Agreements
In November 2021, the Company and Mr. Spanos entered into an agreement, pursuant to which Mr. Spanos stepped down as President and CEO. The terms of the agreement are consistent with his employment agreement, pursuant to which Mr. Spanos received, among other things, (1) $2,249,688 representing a pro rata portion of his 2021 annual bonus; (2) $2,875,000 representing one year’s base salary and target bonus; (3) 88,438 shares that immediately vested upon his resignation pursuant to the terms of his employment agreement with the Company, net of shares withheld in payment of taxes; and (4) 212,500 stock options that immediately vested upon his resignation and that will remain exercisable for one year following his resignation. Mr. Spanos was also entitled to receive continued healthcare coverage for twelve months and outplacement services.
As part of a strategic reorganization, the Company eliminated the role of EVP, GC & CAO. In connection with the elimination, Ms. Doerre departed her role as such, effective December 12, 2021, following a transition of her duties. On December 3, 2021, Ms. Doerre and the Company entered into an agreement and general release, on terms consistent with her employment agreement, pursuant to which Ms. Doerre received, among other things, (1) $877,500 representing payment of her full 2021 annual bonus; (2) $1,235,000 representing one year’s base salary and target bonus; and (3) 30,740 shares that immediately vested upon her departure pursuant to the terms of her employment agreement with the Company. Ms. Doerre was also entitled to receive continued healthcare coverage for three months and outplacement services.
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EXECUTIVE COMPENSATION
(1)
The amounts include the value of the unvested portion of the time-vested restricted stock units that would accelerate upon termination. The value of the unvested portions of stock options that would vest is calculated by (a) multiplying the amount by which $34.10 (the closing price of the Company’s common stock on December 31, 2020) exceeds the exercise price of the stock option by the number of shares subject to the accelerated portion of the stock option and (b) adding the value of corresponding DERs as of December 31, 2020. For Mr. Russ, the amount includes a Project award, which would vest upon a change in control assuming target performance, calculated by (a) multiplying $34.10 (the closing price of the Company’s common stock on December 31, 2020) by the target number of shares under the Project award and (b) adding the value of corresponding DERs as of December 31, 2020. The value of the Project award in such instance would be $616,840.
Description of Retirement Agreements and Separation Payments
In February 2020, Mr. Barber informed the Company of his intention to retire as Chief Financial Officer of the Company and, on February 20, 2020, Mr. Barber and the Company entered into a Transition and Retirement Agreement (the “Barber Transition Agreement”) to facilitate a smooth transition. Pursuant to the Barber Transition Agreement, Mr. Barber ceased to be the Chief Financial Officer on February 24, 2020 (the “Barber Transition Date”), and on the Barber Transition Date, Mr. Barber’s employment agreement with the Company terminated with Mr. Barber continuing as an advisor through August 31, 2020. The Barber Transition Agreement provided that, as an advisor, Mr. Barber was entitled to, among other things, a base salary at a rate of $10,913.46 per week through August 31, 2020. Mr. Barber continued to participate in or receive benefits under the employee benefits programs of the Company, including the Company’s life, health, and disability programs, as well as to receive reimbursement of certain expenses incurred during his employment, as provided in the Barber Transition Agreement. The Barber Transition Agreement also contained provisions for separation payments upon certain types of termination of employment as well as customary non-competition, indemnification, confidentiality, and proprietary information provisions. Mr. Barber retired from the Company effective August 31, 2020. Upon his retirement, all stock options that were not vested were forfeited.
Effective October 2, 2020, Mr. Petit resigned as Senior Vice President, Marketing & Sales, and Ms. Aslin resigned as Senior Vice President, Human Resources. Pursuant to their respective employment agreements, in connection with their termination, Mr. Petit and Ms. Aslin received $845,000 and $585,000, respectively, in separation payments. In addition, 7,552 restricted stock units for each of Mr. Petit and Ms. Aslin and 19,250 and 20,438 stock options for Mr. Petit and Ms. Aslin, respectively, immediately vested upon their termination. All options set forth in the 2020 Outstanding Equity Awards at Fiscal Year-End Table for Mr. Petit and Ms. Aslin remain exercisable for one year following their date of termination. They were each entitled to receive continued healthcare coverage for twelve months and outplacement services.
CEO Pay Ratio
As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the following information explains the relationship of the annual total compensation of the Company’s median employee to the annual total compensation of Mr. Spanos, the Company’s Chief Executive Officer,CEO for 2020.2021. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the CEO pay ratio, and other companies may use different assumptions, adjustments, exclusions, or estimates in calculating their CEO pay ratio. Accordingly, CEO pay ratio disclosures may involve a degree of imprecision and may be inconsistent in methodology among different companies. Therefore, the CEO pay ratio disclosed by other companies may not be comparable to the Company’s CEO pay ratio as disclosed below. The Company’s pay ratio disclosed below is a reasonable estimate calculated in a manner consistent with SEC rules based on the Company’s internal records and the methodology described below.
​
​​
Total
Compensation
​
​
CEO
​​
$7,246,3169,531,838
​
​
​​
​
​
Median Employee (full-time + seasonal)
​​
$​6,69114,277
​
​
Ratio
​​
​1101:1668
​
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EXECUTIVE COMPENSATION
two individuals held the position of CEO: Mr. Spanos from January 1, 2021 through November 14, 2021 and Mr. Bassoul from November 14, 2021 through December 31, 2021. Mr. Spanos was CEO on the date selected to identify the Company’s median employee, and for purposes of this calculation, his base salary amount was annualized. The Chief Executive OfficerCEO to median employee ratio was 119124 to 1 for full-time employees only. The total annual compensation for the median employees was calculated in the same manner as the Chief Executive Officer’sCEO’s compensation, which is described in the Summary Compensation Table.
The Company’s operations rely heavily on seasonal, entry-level employees, some of whom work only one or two months per year. Consequently, the Company considers a comparison to all full-time employees only to be more reflective of the relationship between CEO pay and median employee pay. At the time this calculation was made, seasonal employees accounted for 78% of the Company’s workforce.
To identify the median of all employees, the Company used the gross annual earnings reported to taxing authorities (for example, in the U.S., information reported on W-2s), and ranked employees from highest to lowest for all employees as of November 13, 2020.12, 2021. In calculating these amounts for non-U.S. employees, the Company converted Canadian dollars to U.S. dollars and Mexican pesos to U.S. dollars utilizing price level ratios of the purchasing power parity conversion factors published by the World Bank. Without the purchasing power adjustments, the median employee of all employees was a seasonal employee with total compensation of $6,583,$13,852, and the estimated CEO to median employee ratio was 1101688 to 1 (full-time and seasonal employees).
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TRANSACTIONS WITH RELATED PERSONS
Policy and Procedures Regarding Transactions with Related Persons
The Board has adopted a written policy providing that the Nominating and Corporate Governance Committee will review and approve or ratify transactions in which the Company participates and in which a related party has or will have a direct or indirect material interest. Under the policy, the Nominating and Corporate Governance Committee will obtain all information it believes to be relevant to a review and approval or ratification of these transactions. After consideration of the relevant information, the Nominating and Corporate Governance Committee may approve a related party transaction that it determines is in the best interests of the Company. In particular, the policy requires the Nominating and Corporate Governance Committee to consider the overall fairness to the Company, the nature of the related party’s interest in the transaction, whether the transaction would impair the judgment of a director or executive officer to act in the best interests of the Company, the importance of the transaction to both the Company and the related party, and any other matters the Nominating and Corporate Governance Committee deems appropriate. A “related party” is any person who is or was at any time since the beginning of the Company’s most recently completed fiscal year, a director or director nominee, an executive officer, a holder of more than 5% of the Company’s common stock, or an immediate family member or any entity owned or controlled by any of the foregoing persons. In certain circumstances, it may not be practical for the Nominating and Corporate Governance Committee to review in advance a particular related party transaction. In such instances, management must bring the related party transaction to the Nominating and Corporate Governance Committee for its ratification, and management will be required to make such changes, if any, as the Nominating and Corporate Governance Committee directs.
Transactions with Related Persons
During fiscal 2020,2021, there were no transactions, or currently proposed transactions, in which the Company was or is to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest.
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PROPOSAL 2:
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
The Company is asking stockholders to approve, on a non-binding, advisory basis, the 2021 compensation of the named executive officers, as disclosed in the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this Proxy Statement, in accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC.Statement. This proposal is commonly known as the Say-on-Pay proposal because it gives stockholders a direct opportunity to express their approval or disapproval to the Company regarding its pay practices.
This Say-on-Pay proposal is not intended to address any specific item of compensation, but rather the overall compensation of the named executive officers and the philosophy, policies, and practices described in this Proxy Statement.
The Company uses a mix of incentive compensation programs that willto attract and retain key executives, reward success in achievingachievement of the Company’s financial objectivesshort-term and growing value for stockholders. The Compensation Committee has recently updatedlong-term business goals, and align the executives’ interests with those of the Company’s compensation programstockholders to enhancecreate long-term sustainable value.
The Company was disappointed that the pay-for-performance component2021 Say-on-Pay proposal did not receive strong support by stockholders. In response to the 2021 vote, the Company’s management and alignment with stockholder interests. The compensation program has been revised in a manner that the Compensation Committee believes is reasonable, competitive,took decisive steps to respond to the vote outcome and appropriately balancesstockholder feedback. For example, in 2021, the Company generally granted equity awards that consisted of 50% PSUs and 50% RSUs, rather than 100% RSUs as it did in 2020 in light of the pandemic. Moreover, for 2022, the Company will implement a long-term equity incentive award mix for NEOs that places more emphasis on PSUs (weighted at 80%) than RSUs (weighted at 20%) and add ESG achievement metrics to the performance goals of attracting, motivating, rewarding, and retainingunder the executives.PSU awards. The Company’sCompany's executive compensation program:program prioritizes:
■SupportsIncentivizing executives to remain focused on drivers of sustainable performance over the Company’s mission, vision, and strategy.long-term;
■Is based onAdopting policies and practices that strongly link pay to performance without encouraging undue risk. For example, no annual incentives were awarded to any executives for 2020 because the Company did not achieve the Adjusted EBITDA gate in its annual incentive plan due to the negative impact of the pandemic on the Company’s business.excessive risk-taking;
■Targets total compensation at the median of the Company’s peer group.Retaining high-performing executives; and
■Has been significantly modified to include meaningful performance metrics in the annual incentive program and to replace stock optionsAligning executives’ long-term interests with RSUs and PSUs.
■Strengthens alignment withthose of stockholders through robust stock ownership guidelines that apply to both executives and directors.guidelines.
The Compensation Committee is and will remain firmly committed to the ongoing evaluation and improvement of the Company's executive compensation program, informed by an ongoing discussion with the Company's stockholders.
As an advisory vote, this Say-on-Pay vote is not binding on the Company. However, the Company values the opinions expressed by its stockholders, and the Compensation Committee will carefully review and take into account the results of the vote when designing and considering future executive compensation arrangements.
​
FOR
✔
​​
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS FOR 2020,2021, AS DISCLOSED PURSUANT TO THE SEC RULES, INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS, THE COMPENSATION TABLES, AND NARRATIVE DISCUSSION INCLUDED IN THIS PROXY STATEMENT.
​
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PROPOSAL 3:
APPROVAL OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATECHARTER TO ELIMINATE SUPERMAJORITY VOTING PROVISIONREQUIREMENT TO AMEND BYLAWS
After careful consideration and upon the recommendation of the Company’s Nominating and Corporate Governance Committee, theThe Board recommends that the Company’s stockholders approve an amendment to the Company’s Amended and Restated Certificate of Incorporation as amended (the “Charter”), to eliminate the supermajority voting provisionrequirement in the Charter for stockholders to amend the Company’s Bylaws.
At the 2021 annual meeting, the Board’s same proposal to amend the Charter received the support of the holders of approximately 99% of the votes cast at the meeting but approximately 73% of the outstanding shares of the Company’s common stock. Since the Charter requires the affirmative vote of at least 75% of the shares of the Company’s outstanding common stock to approve a proposal to amend the supermajority voting requirement, the proposal failed to receive the required vote. Considering the recent vote received on this proposal and stockholder opinion on this topic, the Board is again proposing to amend the Charter to replace the supermajority voting requirement with a simple majority vote standard to enable stockholders to amend the Company’s Bylaws.
The Board is committed to good corporate governance and believes in maintaining policies and practices that serve the interests of all stockholders. The Charter currently requires that the affirmative vote of holders of at least seventy-five percent (75%) of the voting power of the outstanding shares of capital stock entitled to vote is required to amend the Company’s Bylaws (the “Supermajority Vote Requirement”). The Company established the Supermajority Vote Requirement at a time when it was critical to protect the interests of stockholders by ensuring that fundamental changes to the Bylaws have the support of a broad consensus of all stockholders. After considering the advantages and disadvantages of the Supermajority Vote Requirement, including through dialogue with the Company’s stockholders and review of current governance best practices, the Board has determined it is in the best interests of the Company and its stockholders to amend the Charter to eliminate the Supermajority Vote Requirement and replace it with a simple majority standard (the “Simple Majority Amendment”). Because approval of a majority of the voting power of the Company would still be required to effect action under the revised provision, the Board believes this Simple Majority Amendment affords sufficient protection of stockholder interests while allowing greater participation by the Company’s stockholders in corporate governance matters and being responsive to the prevailing views regarding best corporate governance practices.
If approved, future stockholder-approved amendments to the Bylaws would not be subject to a Supermajority Vote Requirement and instead would require the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares entitled to vote generally in the election of directors, voting as a single class.
The description of the Simple Majority Amendment is qualified in its entirety by reference to the text of the proposed revision, which is set forth under Article V of the proposed Amended and Restated Certificate of Incorporationamendment to the Charter attached as Appendix A. The Simple Majority Amendment would become effective upon the filing of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which the Company would file promptly following the Annual Meeting if the Company’s stockholders approve the Simple Majority Amendment.
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PROPOSAL 3: APPROVAL OF AMENDMENT TO AMENDED AND RESTATED CHARTER TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENT TO AMEND BYLAWS
Required Vote
The affirmative vote of holders of at least 75% of the voting power of the outstanding shares of capital stock entitled to vote in person or by proxy at the Annual Meeting is required to approve the Simple Majority Amendment. If you own shares through a bank, broker, or other holder of record, you must instruct your bank, broker, or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this Proposal 3.
​
FOR
✔
​​
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSAL TO AMEND THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AS AMENDED, TO ELIMINATE THE SUPERMAJORITY VOTING PROVISION.
​
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PROPOSAL 4:
APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE TO ALLOW STOCKHOLDER ACTION BY WRITTEN CONSENT
After careful consideration and upon the recommendation of the Company’s Nominating and Corporate Governance Committee, the Board recommends that the Company’s stockholders approve amendments to the Charter to allow stockholders to act by written consent (the “Written Consent Amendment”). Currently, the Charter requires that any action required or permitted to be taken by stockholders must be taken at a duly called meeting of stockholders and prohibits stockholders from acting by written consent in lieu of a meeting. The Written Consent Amendment includes important procedural safeguards, consistent with market practice, which the Board believes are in the best interests of the Company and its stockholders, to prevent abuse while also making the written consent process available to stockholders under appropriate circumstances:
■
Ownership Threshold. To reduce the risk that a small group of short-term, special interest, or self-interested stockholders initiate actions that are not in the best interests of the Company or its stockholders and to reduce the financial and administrative burdens on the Company, the Written Consent Amendment would allow stockholders to request that the Board set a record date to determine the stockholders entitled to act by written consent if (i) such stockholders hold shares representing in the aggregate at least 25% of the then outstanding shares of voting stock of the Company entitled to vote on the matter (the “Requisite Percentage”), and (ii) such stockholders have held shares representing in the aggregate at least the Requisite Percentage continuously for at least 12 months preceding the date of the request and through the record date.
■
Solicit All Stockholders. To protect against stockholder disenfranchisement, consents must be solicited from all stockholders entitled to vote on the matter in accordance with the procedures set forth in the Charter and Regulation 14A of the Exchange Act, ensuring that a written consent solicitation statement is publicly filed and giving each stockholder entitled to vote the right to consider and act on a proposal. This protection would also eliminate the possibility that a small group of stockholders could act without a public and transparent discussion of the merits of any proposed action and without input from all stockholders entitled to vote. Moreover, any such group of stockholders may not owe a fiduciary duty to all stockholders and could act without deliberation and comment from our management or the Board. Depriving the stockholders of this important deliberative process, during which stockholders can consider the advice of directors who owe a fiduciary duty to all stockholders, is contrary to the Company’s culture of open communication and good corporate governance.
■
Information Requirements. To provide transparency, stockholders requesting action by written consent must provide the Company with approximately the same information currently required of any Company stockholder seeking to nominate directors or propose action at a meeting.
■
Timing Requirements for Record Date. To provide the Board with a reasonable timeframe to properly evaluate and respond to a stockholder record date request, the proposed amendments require that the Board must act, with respect to a valid record date request, to set a record date by the later of (i) 20 days after the Company’s receipt of such request and (ii) five days after delivery by the stockholder of any information requested by the Company to determine the validity of the record date request or to determine whether the action to which the request relates may be effected by written consent in lieu of a meeting. The record date must be no more than 10 days after the Board action to set a record date and must not precede the date of such Board action.
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PROPOSAL 4: APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE TO ALLOW STOCKHOLDER ACTION BY WRITTEN CONSENT
■
Consent Solicitation Timing Requirements. To ensure that stockholders have sufficient time to consider the proposal, as well as to provide the Board the opportunity to present its views regarding the proposed action, consents may not be dated or delivered to the Company until 90 days after the valid delivery of the request to set a record date.
To ensure that the written consent is in compliance with applicable laws and is not duplicative, the written consent process would not be available in a limited number of circumstances, including:
■if the record date request was not made in compliance with the Charter,
■for matters that are not a proper subject for stockholder action under applicable law,
■if the record date request was made in a manner that involved a violation of Regulation 14A under the Exchange Act or other applicable law,
■if the request to set a record date is received by the Company during the period beginning 90 days prior to the first anniversary of the date of the most recent annual meeting,
■if an annual or special meeting of stockholders that included an item of business identical or substantially similar (a “Similar Item”) to the proposed action was held within one year prior to the date the Company received the request for a record date,
■if a Similar Item is included in the Company’s notice for a meeting of stockholders that has been called but not yet held, and the date of which is within 90 days of the Company’s receipt of the request, or
■if the Board calls an annual or special meeting of stockholders for the purpose of presenting a Similar Item or solicits action by written consent of stockholders for a Similar Item pursuant to the Charter.
The description of the Written Consent Amendment to the Charter is qualified in its entirety by reference to the text of the proposed revisions, which are set forth under Article VI of the proposed Amended and Restated Certificate of Incorporation attached as Appendix A. The Written Consent Amendment would become effective upon the filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which we would file promptly following the Annual Meeting if our stockholders approve the Written Consent Amendment.
Required Vote
The affirmative vote of holders of a majority of the outstanding shares of common stock entitled to vote in person or by proxy at the Annual Meeting is required to approve the Written Consent Amendment. If you own shares through a bank, broker, or other holder of record, you must instruct your bank, broker, or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this Proposal 4.
​
FOR
✔
​​
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO ALLOW STOCKHOLDER ACTION BY WRITTEN CONSENT.
​
 2021 Proxy Statement | 59

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PROPOSAL 5:
ADVISORY VOTE TO RATIFY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed KPMG LLP as the independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ended January 2, 2022.1, 2023. During 2020,2021, KPMG LLP served as the Company’s independent registered public accounting firm.
Although not required by the Company’s Bylaws or otherwise, the Audit Committee and the Board believe it appropriate, as a matter of good corporate practice, to request that the stockholders ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ended January 2, 2022.1, 2023. If the stockholders do not so ratify, the Audit Committee will reconsider the appointment and may retain KPMG LLP or another firm without re-submitting the matter to the Company’s stockholders. Even if the stockholders vote on an advisory basis in favor of the appointment, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. Representatives of KPMG LLP are expected to attend the Annual Meeting, where they will be available to make a statement if they desire to do so and to respond to questions from stockholders.
Required Vote
The affirmative vote of holders of a majority of the shares of common stock entitled to vote in person or by proxy at the Annual Meeting is required to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ended January 2, 20221, 2023 in this Proposal 5.4.
​
FOR
✔
​​
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL 54 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
​
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AUDIT, AUDIT-RELATED, AND TAX FEES
The following table presents fees for professional services rendered by KPMG LLP for the audit of the Company’s annual financial statements and the annual financial statements of the related entities for the years ended January 2, 2022 and December 31, 2020, and 2019, as well as fees billed for audit-related services, tax services, and all other services rendered by KPMG LLP for those years. The amount shown for Audit Fees for 20202021 and 20192020 includes the audit of the effectiveness of the Company’s internal controls over financial reporting.
​
​​
2020
​​
2019
​
​
Audit Fees(1)
​​
$1,569,000
​​
$1,652,000
​
​
Audit-Related Fees(2)
​​
—
​​
—
​
​
Tax Fees(3)
​​
$​—
​​
$57,000
​
​
 
​​
2021
​​
2020
​
​
Audit Fees(1)
​​
$1,503,000
​​
$1,569,000
​
​
Audit-Related Fees(2)
​​
—
​​
—
​
​
Tax Fees(3)
​​
—
​​
—
​
(1)
In 20202021 and 2019,2020, foreign statutory audit fees were converted into US dollars using exchange rates as of December 31, 2020,January 2, 2022 and December 31, 2019,2020, respectively.
(2)
There were no audit-related fees incurred in 20202021 and 2019.2020.
(3)
There were no tax fees incurred in 2020. Tax fees for 2019 consisted of fees for foreign tax compliance and consulting services and U.S. tax consulting services. Additionally, no such tax services were provided to any of the Company’s officers2021 or other employees. In 2019, foreign tax compliance and consulting services fees were converted into U.S. dollars using exchange rates as of December 31, 2019.2020.
All audit and tax services provided by KPMG LLP were pre-approved by the Audit Committee, which concluded that the provision of such services by KPMG LLP was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. The Audit Committee’s policy provides for pre-approval of all audit audit-related, tax, and internal control-relatednon-audit services providedperformed by the independent registered public accounting firm on an annual basis and anyto ensure that the services do not impair the firm’s independence. Any individual engagements mustare required to be separately approved.
 20212022 Proxy Statement | 6165

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership of the Company’s common stock as of the Record Date, March 10, 2021,16, 2022, except as otherwise noted below, by (a) the members of the Board, (b) each named executive officer listed in the 20202021 Summary Compensation Table, (c) all of the Company’s directors and current executive officers as a group, and (d) each person who, to the best of the Company’s knowledge, beneficially owned on that date more than 5% of the outstanding common stock. Unless otherwise indicated, the address for each beneficial owner in the table below is c/o Six Flags Entertainment Corporation, 1000 Ballpark Way, Suite 400, Arlington, Texas 76011.
​
Name
​​
Number of Shares
Beneficially Owned(1)
​​
Restricted Stock
Units(2)
​​
Percent
of Class(3)
​
​
Named Executive Officers
​​
​​
​​
​
​
Michael Spanos
​​
252,452
​​
​274,342
​​
*
​
​
Sandeep Reddy
​​
—
​​
​98,583
​​
*
​
​
Laura W. Doerre
​​
14,027
​​
​67,595
​​
*
​
​
Marshall Barber(4)
​​
90,568
​​
—
​​
*
​
​
Leonard A. Russ
​​
120,813
​​
​39,732
​​
*
​
​
Brett Petit(5)
​​
​252,656
​​
—
​​
*
​
​
Catherine Aslin(6)
​​
​97,004
​​
—
​​
*
​
​
Non-Employee Directors
​​
​​
​​
​
​
Ben Baldanza
​​
11,957
​​
—
​​
*
​
​
Selim Bassoul
​​
30,050
​​
—
​​
*
​
​
Esi Eggleston Bracey
​​
7,984
​​
—
​​
*
​
​
Kurt M. Cellar(7)
​​
​66,503
​​
—
​​
*
​
​
Nancy A. Krejsa
​​
167,259
​​
—
​​
*
​
​
Enrique Ramirez
​​
7,800
​​
—
​​
*
​
​
Richard W. Roedel(8)
​​
​92,669
​​
—
​​
*
​
​
Arik Ruchim
​​
​(9)(11)
​​
—
​​
​*
​
​
All current executive officers and directors as a group (11 persons)(10)
​​
​650,701
​​
​440,520
​​
*
​
​
5% Holders
​​
​​
​​
​
​
H Partners, LP(11)
​​
7,800,000
​​
—
​​
9.14%
​
​
The Vanguard Group(12)
​​
7,093,264
​​
—
​​
8.31%
​
​
BlackRock, Inc.(13)
​​
6,615,731
​​
—
​​
7.75%
​
​
Name
​​
Number of Shares
Beneficially Owned(1)
​​
Percent
of Class(2)
​
​
Named Executive Officers
​​
 
​​
 
​
​
Selim Bassoul(3)
​​
293,890
​​
*
​
​
Michael Spanos(4)
​​
210,050
​​
*
​
​
Sandeep Reddy(5)
​​
16,084
​​
*
​
​
Laura W. Doerre(6)
​​
41,351
​​
*
​
​
Non-Employee Directors
​​
 
​​
 
​
​
Ben Baldanza
​​
17,072
​​
*
​
​
Denise M. Clark
​​
3,690
​​
*
​
​
Esi Eggleston Bracey
​​
13,992
​​
*
​
​
Enrique Ramirez
​​
11,490
​​
*
​
​
Arik Ruchim
​​
  (7)(9)
​​
*
​
​
All current executive officers and directors as a group (7 persons)(8)
​​
353,554
​​
*
​
​
5% Holders
​​
 
​​
 
​
​
H Partners, LP(9)
​​
8,925,000
​​
10.38%
​
​
The Vanguard Group(10)
​​
7,673,300
​​
8.92%
​
​
BlackRock, Inc.(11)
​​
6,590,174
​​
7.70%
​
(1)
Amounts include the number of shares of common stock subject to stock options currently exercisable or exercisable within 60 days of the record date and restricted stock units and performance stock units that vest within 60 days of the record date.
(2)
Amounts reflect unvested restricted stock units granted under the Long-Term Incentive Plan. None of these amounts are included in the Percent of Class calculation.
(3)
An asterisk (*) indicates beneficial ownership of less than 1%. The percentage ownership is based on 85,340,55886,244,680 shares of common stock outstanding as of March 10, 2021.16, 2022. With respect to each person, percentage ownership is calculated by dividing the number of shares beneficially owned by the sum of the number of outstanding shares at such date and the number of shares such person has the right to acquire upon exercise of options that are exercisable, or vesting of restricted stock units or performance stock units, within 60 days.
(3)
Amount excludes 246,426 shares of RSUs that have not vested.
(4)
Mr. Barber retired from the CompanySpanos stepped down as President and CEO effective August 31, 2020.November 14, 2021. Reported holdings are based on Form 4 filed on February 21. 2020.November 16, 2021.
(5)
Mr. Petit resigned as Senior Vice President, Marketing & SalesAmount excludes 82,499 shares of RSUs that have not vested.
(6)
Ms. Doerre departed her role from the Company effective October 2, 2020.December 12, 2021. Reported holdings are based on Company records as of such date.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(6)
Ms. Aslin resigned as Senior Vice President, Human Resources of the Company effective October 2, 2020. Reported holdings are basedForm 4 filed on Company records as of such date.December 13, 2021.
(7)
Includes 3,000 shares held in Mr. Cellar’s IRA, 2,000 shares held in UTMA custodial accounts for Mr. Cellar’s sons, and 5,000 shares held in a trust. In addition, Mr. Cellar has sole dispositive power over 5,000 shares in the Cellar Family Foundtion.
(8)
Includes 19,415 deferred stock units pursuant to the director cash retainer deferral program, 22,054 shares held in his defined benefit pension plan, 45,561 shares held by his spouse, and 5,036 held by his profit sharing plan.
(9)
Mr. Ruchim is a Partner of H Partners Management, LLC, which is the investment manager of H Partners Capital, LLC, the general partner of H Partners, LP. Accordingly, Mr. Ruchim may be deemed to have voting and dispositive power with respect to the shares of common stock held by the managed funds. Information is based on the Form 4, filed with the SEC by Mr. Ruchim on March 5, 2020, which reported 7,800,000 shares beneficially owned, and the information described in footnote (10).
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
dispositive power with respect to the shares of common stock held by the managed funds. Information is based on the Form 4, filed with the SEC by Mr. Ruchim on December 15, 2021, which reported 8,925,000 shares beneficially owned, and the information described in footnote (9).
(10)(8)
Includes all current directors and all current executive officers of the Company.
(11)(9)
Based on Amendment No. 1416 to Schedule 13D filed on February 26, 2020,December 15, 2021, all shares may be deemed to be beneficially owned by H Partners Management, LLC, H Partners Capital, LLC, H Partners, LP, and Rehan Jaffer. H Partners, LP directly beneficially owns 5,666,100 shares and has soleshared voting power and shared investment power with respect to 7,000,000all such shares. H Partners Capital, LLC, as the general partner of H Partners, LP, may be deemed to beneficially own 4,912,5665,666,100 shares and may be deemed to have soleshared voting power and shared investment power overwith respect to such shares. H Partners Management, LLC, as the investment manager of H Partners Capital, LLC, H Offshore Fund, Ltd. and H Partners Phoenix Capital, LLC, may be deemed to beneficially own 7,000,0008,925,000 shares and may be deemed to have soleshared voting power and shared investment power overwith respect to such shares. Mr. Jaffer, as the managing member of H Partners Management, LLC, H Partners Capital, LLC and H Partners Phoenix Capital, LLC, may be deemed to beneficially own 8,925,000 shares and may be deemed to have soleshared voting power and shared investment power over 7,000,000with respect to such shares. The address for the reporting persons is 888 Seventh Avenue, 29th Floor, New York, New York 10019. Number of shares beneficially owned is based on the Form 4, filed with the SEC by Mr. Ruchim on March 5, 2020.December 15, 2021.
(12)(10)
Based on Amendment No. 56 to Schedule 13G filed on February 10, 2021,2022, all shares are beneficially owned by The Vanguard Group or certain of its subsidiaries. The Vanguard Group reported having shared voting power over 48,90538,399 shares, sole dispositive power over 6,980,4917,568,588 shares, and shared dispositive power over 112,773104,712 shares. The address for the reporting person is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
(13)(11)
Based on Amendment No. 45 to Schedule 13G filed on February 1, 2021,2022, all shares are beneficially owned by BlackRock, Inc. and on behalf of itself and several subsidiaries. BlackRock, Inc. reported having sole voting power over 6,240,6666,121,457 shares and sole dispositive power over 6,615,7316,590,174 shares. The address for the reporting person is 55 East 52nd Street, New York, New York 10055.
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GENERAL INFORMATION ABOUT THE ANNUAL MEETING
Internet Availability of Proxy Materials
Pursuant to SEC rules, the Company is furnishing proxy materials to its stockholders primarily via the Internet instead of mailing printed copies of those materials to each stockholder. On or about March [•[■], 2021,2022, the Company began mailing a Notice of Internet Availability of Proxy Materials to stockholders of record as of the close of business on March 10, 2021,16, 2022, other than to those stockholders who previously requested to receive electronic or paper delivery of communications. The Notice of Internet Availability of Proxy Materials contains instructions on how to access an electronic copy of the proxy materials including this Proxy Statement and the Annual Report for the fiscal year ended December 31, 2020.January 2, 2022.
This process is designed to expedite stockholders’ receipt of proxy materials, lower the cost of the annual meeting, and help conserve natural resources. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you have previously elected to receive the proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.
Quorum
The quorum requirement for holding the Annual Meeting and transacting business is a majority of the outstanding shares of common stock entitled to vote. The shares may be present in person or represented by proxy at the meeting. Abstention votes and broker non-votes (as described below) are counted as present for the purpose of determining whether a quorum exists for the Annual Meeting.
Required Vote
​
​​
​​
Tabulation Treatment
​
​
Proposal
​​
Required Vote
​​
Votes Withheld/Abstentions
​​
Broker Non-Votes
​
​
Election of Directors
​​
Plurality of votes cast to elect each director; the sevensix nominees with the highest number of affirmative FOR votes will be elected
​​
Not counted and will have no effect on the outcome
​​
NotBrokers do not have discretionary voting authority; not counted because they are not votes cast and will have no effect on the outcome
​
​
Advisory Vote on Executive Compensation
​​
Affirmative vote of a majority of shares present in person or by proxy; not binding on Company
​​
Treated as a vote against
​​
Brokers do not have discretionary voting authority; Notnot counted and will have no effect on the outcome
​
​
AmendmentsAmendment to
Amended and
Restated Certificate of Incorporation to Eliminate Supermajority Voting ProvisionRequirement to Amend Bylaws
​​
Affirmative vote of 75% of voting power of the outstanding shares entitled to vote generally in the election of directors, voting as a single class
​​
Treated as a vote against
​​
Brokers do not have discretionary authority and approval requires an absolute percentage of affirmative votes, so treated as a vote against
​
​
Amendments to Restated Certificate of Incorporation to Allow Stockholder Action by Written Consent
​​
Affirmative vote of a majority of the outstanding shares entitled to vote in person or by proxy
​​
Treated as a vote against
​​
Brokers do not have discretionary authority and approval requires an absolute percentage of affirmative votes, so treated as a vote against
​
​
Advisory Vote to Ratify Appointment of KPMG
​​
Majority of shares present in person or by proxy; not binding on Company
​​
Treated as a vote against
​​
Not applicable; Therethere should be no broker non-votes because brokers have discretionary voting authority with respect to this proposal
​
6468 |   20212022 Proxy Statement

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GENERAL INFORMATION ABOUT THE ANNUAL MEETING
With respect to Proposal 1 (election of directors), stockholders may vote FOR all or some of the nominees or stockholders may vote WITHHOLD with respect to one or more of the nominees. For the other items of business, stockholders may vote FOR, AGAINST, or ABSTAIN.
All properly executed proxies delivered pursuant to this solicitation and not revoked in a timely manner will be voted in accordance with the directions given and, for any other business that may properly come before the Annual Meeting, in the discretion of the persons named in the proxy.
A broker non-vote occurs when a broker or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares. A broker is entitled to vote shares held for a beneficial holder on routine matters, such as the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm, without instructions from the beneficial holder of those shares. However, a broker is not entitled to vote shares held for a beneficial holder on certain non-routine items, such as the election of directors, absent instructions from the beneficial holders of such shares.
In order to minimize the number of broker non-votes, the Company encourages you to provide voting instructions to the organization that holds your shares by carefully following the instructions provided to you by your broker, bank, or other nominee.
Revocation of Proxies
Your proxy may be revoked at any time prior to the Annual Meeting. If you provide more than one proxy, the proxy having the latest date will revoke any earlier proxy. If you attend the Annual Meeting in person, you will be given the opportunity to revoke your proxy and vote in person. If you are a stockholder of record or hold shares through a broker or bank and are voting by Internet or telephone, your vote must be received by 11:59 p.m. Eastern Time on May 4, 2021,10, 2022, to be counted.
Record Date
Only stockholders of record as of the close of business on March 10, 2021,16, 2022, are entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof. As of March 10, 2021,16, 2022, the Company had issued and outstanding 85,340,55886,244,680 shares of common stock, the Company’s only class of outstanding securities entitled to vote at the Annual Meeting. Each stockholder of the Company will be entitled to one vote for each share of common stock registered in its name on March 10, 2021.16, 2022.
Proxy Voting Methods
If at the close of business on March 10, 2021,16, 2022, you were a stockholder of record or held shares through a broker or bank, you may vote your shares by proxy on the Internet, by telephone, or by mail. You may vote and submit questions during the Annual Meeting by following the instructions available on the meeting website. For shares held through a broker or nominee, you may vote by submitting voting instructions to your broker or nominee. You may revoke your proxies at the times and in the manners described above. Whether or not you attend the Annual Meeting, your vote is important.
Your Internet or telephone vote is valid under Delaware law and authorizes the named proxies to vote your shares in the same manner as if you marked, signed, and returned your proxy card. For shares held through a broker, bank or nominee, you may vote by submitting voting instructions to your broker, bank or nominee. Whether or not you attend the Annual Meeting, your vote is important.
INTERNET
■
Before the Annual Meeting, goGo to www.proxyvote.com and follow the online instructions. Your vote must be received by 11:59 p.m. Eastern Time on May 4, 2021,10, 2022, to be counted.
■During the Annual Meeting, go to www.virtualshareholdersmeeting.com/SIX2021.
TELEPHONE
■
Call toll-free (800) 690-6903 and follow the recorded instructions. Your vote must be received by 11:59 p.m. Eastern Time on May 4, 2021,10, 2022, to be counted.
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GENERAL INFORMATION ABOUT THE ANNUAL MEETING
MAIL
■Request a proxy card by following the instructions on your Notice.
■When you receive the proxy card, mark your selections on the proxy card.
■Mail the signed proxy card in the postage-paid envelope that will be provided to you.
If you are a stockholder of record, you may vote in person at the Annual Meeting. If you are a beneficial owner you may vote in person at the Annual Meeting if you have obtained a legal proxy from your broker, bank or nominee. Please note that if you are a beneficial owner and request a legal proxy, any previously executed proxy will be revoked, and your vote will not be counted unless you appear at the Annual Meeting and vote in person or legally appoint another proxy to vote on your behalf.
​
Please cast your vote as soon as possible by:
​
​

 
​​
Visiting ​www.proxyvote.comBefore the meeting by visiting www.proxyvote.com
​​

 
​​
​Mailing your signed proxy card
​​

 
​​
​Calling 1-800-690-6903
​
​
During the meeting by visiting
www.virtualshareholdermeeting.com/SIX2021
​
Householding
The SEC rules permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements for proxy statements and related materials for two or more stockholders sharing the same address by delivering a single proxy statement to that address unless contrary instructions have been received from one of the affected stockholders. This process, which is commonly referred to as “householding”, provides convenience for stockholders and cost savings for the Company.
If, at any time, a stockholder no longer wishes to participate in householding and would prefer to receive a separate proxy statement and related materials, or if a stockholder’s household is receiving multiple copies of these documents and the stockholder desires that future deliveries be limited to a single copy, such stockholder should please notify his or her broker. A stockholder may also request prompt delivery of a separate copy of this Proxy Statement and related materials by writing or calling the Company as follows: Investor Relations, Six Flags Entertainment Corporation, 1000 Ballpark Way, Suite 400, Arlington, Texas 76011, investors@sftp.com, 972-595-5180.
Solicitation of Proxies
This proxy solicitation is being made on behalf of the Company. The expense of preparing, printing, and mailing this Proxy Statement is being paid by the Company. Proxies may be solicited by directors, officers, and employees of the Company in person, or by mail, telephone, e-mail, or other electronic means. The Company will not specially compensate those persons for their solicitation activities.
Attending the Virtual Annual Meeting
The Company has adopted a virtual meeting format in light of the public health and travel safety concerns relating to the COVID-19 pandemic, as well as to provide a consistent experience to all stockholders regardless of location, expand stockholder access to
At the Annual Meeting, and achieve cost savings for stockholders and the Company. ToRules of Conduct will be admittedprovided to attendees. No recording is allowed at the Annual Meeting, access the stockholder list, vote,Meeting. This includes photography, audio recording, and submit questions go to www.virtualshareholdermeeting.com/SIX2021 and enter the 16-digit control number found on your proxy card or Noticevideo recording of Internet Availability of Proxy Materials previously received. You are encouraged to access the meeting prior to the start time and to allow ample time to log into the meeting and test your computer system. If you are not eligible to participate in the meeting, you may listen to a webcast of the meeting by visiting www.virtualshareholdermeeting.com/SIX2021.any kind.
The Company will hold a question and answer session immediately following the conclusion of the business to be conducted at the Annual Meeting. Stockholders may submit
Parking will be available in Lot K of Choctaw Stadium, located at the northeast corner of Ballpark Way and E. Randol Mill Road. Enter Lot K from westbound E. Randol Mill Rd. Parking is complimentary for any stockholder who attends the Annual Meeting. When you enter the parking lot, take a questionticket from the parking lot kiosk. In order to receive complimentary parking, please present your parking ticket at any time during the meeting at www.virtualshareholdermeeting.com/SIX2021 and logging in with their 16-digit control number. The chair of the meeting has broad authority to conductregistration desk for the Annual Meeting, in an orderly manner, including establishing rules of conduct. A copy ofand you will receive a validation pass for use when exiting the rules of conduct will be available online at the Annual Meeting website.parking lot.
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GENERAL INFORMATION ABOUT THE ANNUAL MEETING
Technicians will be available to assist any stockholder that may experience technical difficulties accessing the virtual meeting website. If a stockholder encounters any difficulties accessingEven if you plan on attending the Annual Meeting please callin person, we encourage you to vote your shares in advance using one of the technical support numbermethods described in this Proxy Statement to ensure that your vote will be posted onrepresented at the virtual Annual Meeting logMeeting. The Company reserves the right to eject an attendee for behavior likely to cause damage, injury, disruption, or annoyance or for failure to comply with reasonable requests or the Rules of Conduct for the meeting, including time limits applicable to those in page.attendance who are permitted to speak.
 20212022 Proxy Statement | 6771

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20222023 STOCKHOLDER PROPOSALS
If a stockholder would like to include a proposal in the Company’s proxy statement for the 20222023 annual meeting of stockholders, the proposal must be submitted in writing to the Corporate Secretary at the Company’s principal executive offices, no later than November 23, 2021,29, 2022, and must comply with Rule 14a-8 under the Exchange Act.
Stockholders may also submit nominations for directors for inclusion in the Company’s proxy materials by complying with the requirements of the Company’s proxy access bylaw. For more information regarding proxy access, please see the caption “Stockholder Recommendations and Nominations—Proxy access candidates” above.
The Company’s Bylaws also establish a procedure for stockholders that would like to present a proposal, including director nominations, before an annual meeting of stockholders, but do not intend for the proposal to be included in the Company’s proxy materials. Pursuant to the Company’s Bylaws, in order for business to be properly brought before an annual meeting by a stockholder, the stockholder must have complied with the notice procedures specified in the Company’s Bylaws. To be timely for the 20222023 annual meeting of stockholders, the proposal must be submitted in writing to the Corporate Secretary at the Company’s principal executive offices, on or after January 5, 2022,11, 2023, and on or before February 4, 2022.10, 2023.
OTHER MATTERS
The Board does not know of any other matters that are likely to be presented for consideration at the Annual Meeting. Should any other matters properly come before the Annual Meeting or any adjournment thereof, it is the intention of the persons named in the accompanying proxy to vote such proxy in accordance with their best judgment.
DANIELLE J. BERNTHAL
Corporate Secretary
 
Arlington, Texas
March [•[■], 20212022
6872 |   20212022 Proxy Statement

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APPENDIX A
AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SIX FLAGS ENTERTAINMENT CORPORATION
 
(Pursuant to SectionsSection 242 and 245 of the
Delaware General Corporation Law of the State of Delaware)Law)
Six Flags Entertainment Corporations,SIX FLAGS ENTERTAINMENT CORPORATION, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”“Corporation”), does hereby certify as follows.follows:
1.FIRST:     The name of this corporationthe Corporation is Six Flags Entertainment Corporation and that this corporation was originally incorporated pursuant to the DGCL on December 9, 1997 under the name Premier Parks Holdings Corporation.
2.SECOND:    The Board of Directors of this corporation duly adopted resolutions proposing to amend and restate the Restated Certificate of Incorporation of this corporation, declaring said amendment and restatement to be advisable and in the best interests of this corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders for said amendment and restatement, which resolution is as follows:
RESOLVED, that the Restated Certificate of Incorporation of this corporation be amended and restated in its entirety to read as set forth on Exhibit A attached hereto and incorporated herein by this reference (the “Amended and Restated Certificate”).
3. Exhibit A referred to above is attached hereto as Exhibit A. The Amended and Restated Certificate was approved by the holders of the requisite number of shares of this corporation in accordance with Section 228 of the DGCL.
4. This Amended and Restated Certificate of Incorporation which restates and integrates and further amends the provisions of this corporation’s Restated Certificate of Incorporation, has been duly adopted in accordance with Sections 242 and 245 of the DGCL.
IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this corporation on May __, 2021.
​​
By
​​
​​
​​
Name:
​​
Laura W. Doerre
​​
​​
Title:
​​
Executive Vice President, General Counsel & Chief Administrative Officer
A-1

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Exhibit A
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

SIX FLAGS ENTERTAINMENT CORPORATION
ARTICLE I

NAME
The name of the corporation is Six Flags Entertainment Corporation (the “Company”).
ARTICLE II

REGISTERED OFFICE
The address of the Company’s registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808, New Castle County. The name of the Company’s registered agent at such address is Corporation Service Company.
ARTICLE III

PURPOSE
The purpose of the Company is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).
ARTICLE IV

CAPITALIZATION
Section 1. Authorized Capital Stock. The total number of shares of capital stock that the Company is authorized to issue is 285,000,000 shares, consisting of 280,000,000 shares of common stock, par value $0.025 per share (“Common Stock”), and 5,000,000 shares of preferred stock, par value $1.00 per share (“Preferred Stock”). The number of authorized shares of either of the Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Company entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of either of the Common Stock or Preferred Stock voting separately as a class shall be required therefor.
Section 2. Preferred Stock. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Company (the “Board”) is hereby authorized to provide for the issuance of shares of Preferred Stock in such seriesamended by deleting Article V and by filing a certificate pursuant to the applicable law of the State of Delaware (referred to herein as “Preferred Stock Designation”), to fix from time to time the number of shares to be included in any such series and the designations, powers, preferences, and rights of the shares of each such series and the qualifications, limitations, and restrictions thereof. The authority of the Boardreplacing it with respect to each such series shall include, without limiting the generality of the foregoing, the determination of any or all of the following:
(a) the number of shares of such series and the designation to distinguish the shares of such series from the shares of all other series;
(b) the voting powers, if any, of the holders of shares of such series and whether such voting powers are full or limited;
(c) the redemption rights, if any, applicable to such series, including, without limitation, the redemption price or prices, if any, to be paid for the shares of such series;
(d) whether dividends on such series, if any, will be cumulative or noncumulative, the dividend rate of such series, and the dates and preferences of dividends on such series;
(e) the rights of the holders of shares of such series upon the voluntary or involuntary liquidation, dissolution or winding up of the affairs of, or upon any distribution of the assets of, the Company;
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(f) whether the shares of such series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Company or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable, and all other terms and conditions upon which such conversion or exchange may be made;
(g) the right, if any, of holders of shares of such series to subscribe for or to purchase any securities of the Company or any other corporation or other entity;
(h) the terms and amount of any sinking fund, if any, applicable to such series; and
(i) any other preferences or relative, participating, optional, or other special rights, qualifications, limitations, or restrictions thereof.
Section 3. Common Stock. The rights of the Common Stock to dividends and other distributions shall be subject to the express terms of the Preferred Stock and any series thereof. Except as may otherwise be provided in this Amended and Restated Certificate of Incorporation, in a Preferred Stock Designation, or by applicable law, each holder of Common Stock shall have the exclusive right to vote and shall be entitled to one vote on each matter, including the election of directors to the Board, submitted to a vote at a meeting of stockholders for each share of Common Stock held of record by such holder as of the record date for such meeting.
Section 4. Dividends and Distributions. Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Common Stock with respect to the payment of dividends and other distributions in cash, stock of any corporation, or property of the Company, such dividends and other distributions may be declared and paid on the Common Stock out of the assets of the Company that are by law available therefor at such times and in such amounts as the Board in its discretion shall determine.
Section 5. Liquidation, Dissolution, or Winding Up. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Company, after payment or provision for payment of the debts and other liabilities of the Company and of the preferential and other amounts, if any, to which the holders of Preferred Stock shall be entitled, the holders of all outstanding shares of Common Stock shall be entitled to receive the remaining assets of the Company available for distribution ratably in proportion to the number of shares of Common Stock held by each such stockholder.
“ARTICLE V

BYLAWS
In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board is expressly authorized to make, alter, and repeal the Amended and Restated Bylaws (as amended, the “Bylaws”) of the Company. Any adoption, alteration, or repeal of a Bylaw must be approved either by (a) the affirmative vote of a majority of the Whole Board (as defined below) or the unanimous written consent of all members of the Board, or (b) the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares entitled to vote generally in the election of directors, voting as a single class. For the purposes of this Article V, “Whole Board” means the total number of directors the Company would have if there were no vacancies.”
THIRD:    This Certificate of Amendment to the Amended and Restated Bylaws (as amended, the “Bylaws”)Certificate of Incorporation of the Company. Any adoption, alteration, or repeal of a Bylaw must be approved either by (a) the affirmative vote of a majority of the Whole Board (as defined below) or the unanimous written consent of all members of the Board, or (b) the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares entitled to vote generally in the election of directors, voting as a single class. For the purposes of this Article V, “Whole Board” means the total number of directors the Company would have if there were no vacancies.
ARTICLE VI

ACTION BY WRITTEN CONSENT; SPECIAL MEETINGS OF STOCKHOLDERS
Section 1. Special Meetings of Stockholders. Except to the extent expressly permitted by a Preferred Stock Designation relating to a series of Preferred Stock, special meetings of stockholders of the Company may be called only by (i) the Chair of the Board, (ii) the Chief Executive Officer of the Company, (iii) the President of the Company, or (iv) the Secretary of the Company within 10 calendar days after receipt of a written request of the Board. Any such request shall state the purpose or purposes of the proposed meeting. At any annual meeting or special meeting of stockholders of the Company, only such business shall be conducted or considered as has been brought before such meeting in the manner provided in the Bylaws.
Section 2. Action by Written Consent. Any action required or permitted to be taken by stockholders of the Company at aCorporation was duly called annual or special meeting of stockholders of the Company may be effected by the written
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consent of the holders of capital stock of the Company entitled to vote as of the record date of the written consent; provided that no such action may be effected exceptadopted in accordance with the provisions of this Section 2242 of Article VI, the Bylaws, and applicable law.
(A) Request for Record Date. The record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be as fixedGeneral Corporation Law of the State of Delaware by the Board or as otherwise established under Section 2holders of this Article VI. Any stockholder seeking to have the stockholders authorize or take corporate action by written consent without a meeting shall, by written notice addressed to the Secretarymajority of the Company and delivered to the Company at its principal executive office and signed by one or more stockholders of record (“Record Stockholders”) at the time the request is delivered holding shares representing in the aggregate at least twenty-five percent (25%) of the then outstanding shares of voting stockCommon Stock of the CompanyCorporation entitled to vote on the matter (the “Requisite Percentage”) and who have held shares representing in the aggregate at least the Requisite Percentage continuously for at least 12 months preceding the date of the request and through the record date (the “Requisite Holding Period”), request that a record date be fixed for such purpose. Such request must contain the information set forth in paragraph (B) of this Section 2 of Article VI. Following receipt of such request, the Board shall, by the later of (i) 20 days after the Company’s receipt of such request and (ii) 5 days after delivery of any information requested by the Company to determine the validity of any such request or whether the action to which such request relates may be effected by written consent of stockholders in lieu of a meeting, determine the validity of such request and whether such request relates to an action that may be taken by written consent of stockholders in lieu of a meeting pursuant to Section 2 of this Article VI and applicable law and, if appropriate, adopt a resolution fixing the record date for such purpose. The record date for such purpose shall be no more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board and shall not precede the date upon which such resolution is adopted. If (x) the request is required by this paragraph (A) has been determined to be valid and to relate to an action that may be effected by written consent pursuant to this Section 2 of Article VI and applicable law or (y) no such determination shall have been made by the date required by this paragraph (A), and in either event no record date has been fixed by the Board, the record date shall be the first date on which a signed written consent relating to the action taken or proposed to be taken by written consent is delivered to the Company in the manner described in paragraph (E) of this Section 2 of Article VI; provided that if prior action by the Board is required under the provisions of the DGCL, the record date shall be at the close of business on the day on which the Board adopts the resolutions taking such prior action.
(B) Notice Requirement. The request required by paragraph (A) of this Section 2 of Article VI (i) must be delivered by stockholders holding shares representing in the aggregate at least the Requisite Percentage as of the date of such delivery (with written evidence of such ownership included with the written notice making such request) and such stockholders must have held shares representing in the aggregate at least the Requisite Percentage for at least the Requisite Holding Period, (ii) must describe the action proposed to be taken by written consent of stockholders in lieu of a meeting, and (iii) must contain such information and representations, to the extent applicable, required by the Bylaws (relating to advance notice of stockholder nominations or business proposals to be submittedthereon at a meeting of stockholders) as though such stockholder orthe stockholders were intending to make a nomination or to bring a business proposal before a meeting of stockholders (other than a proposal permitted to be included in the Company’s proxy statement pursuant to applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), including, without limitation, all such information regarding the stockholder or stockholder(s) making the request required by paragraph A of this Section 2 of Article VI, the beneficial owners or beneficial owners, if any, on whose behalf the request is made, and the text of the proposals(s) (including the text of any resolutions to be adopted by written consent of stockholdersCorporation called and the language of any proposed amendment to the Bylaws). The Company may require the stockholder(s) submitting suchheld upon notice to furnish such other information as may be requested by the Company, including such information as may be requested to determine the validity of the request and to determine whether such request relates to an action that may be effected by written consent of stockholders in lieu of a meeting under Section 2 of this Article VI and applicable law. In connection with an action or actions proposed to be taken by written consent in accordance with Section 2 of this Article VI and applicable law, the stockholder(s) seeking such action or actions shall further update and supplement the information previously provided to the Company in connection therewith, if necessary, in the same manner required by the Bylaws.
(C) Actions Which May Be Taken by Written Consent. Stockholders are not entitled to act by written consent if (i) the request to act by written consent made pursuant to paragraph A of Section 2 of this Article VI,
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(1) does not comply with Section 2 of this Article VI, (2) was made in a manner that involved a violation of Regulation 14A under the Exchange Act or other applicable law, or (3) related to an item of business that is not a proper subject for stockholder action under applicable law; (ii) any such request is received by the Company during the period commencing 90 days prior to the first anniversary222 of the dateDelaware General Corporation Law.
FOURTH:   This Certificate of the immediately preceding annual meeting of stockholders; (iii) an identical or substantially similar item (a “Similar Item”)Amendment to that included in any such request was presented at any meeting of stockholders held within one year prior to the Company’s receipt of such request; (iv) a Similar Item is already included in the Company’s notice as an item of business to be brought before a meeting of stockholders that has been called but not yet held, and the date of which is within 90 days of the Company’s receipt of such request; or (v) the Board calls an annual or special meeting of stockholders for the purpose of presenting a Similar Item, or solicits action by written consent of stockholders for a Similar Item pursuant to paragraph (A) of Section 2 of this Article VI.
(D) Manner of Consent Solicitation. Stockholders may take action by written consent only if consents are solicited by the stockholder(s) seeking to take action by written consent of stockholders in accordance with Section 2 of this Article VI and applicable law from all holders of capital stock of the Company entitled to vote on the matter.
(E) Date of Consent. Every written consent purporting to take or authorize the taking of corporate action (a “Consent”) must bear the date of signature of each stockholder who signs the Consent, and no Consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated Consent delivered in the manner required by paragraph (A) of Section 2 of this Article VI and applicable law, Consents signed by a sufficient number of stockholders to take such action are so delivered to the Company.
(F) Delivery of Consents. No Consents may be dated or delivered to the Company until 90 days after the delivery of the related request required by paragraph (A) of Section 2 of this Article VI. Consents must be delivered to the Company at its principal place of business. Delivery must be made by hand or by certified or registered mail, return receipt requested. In the event of the delivery to the Company of Consents, the Secretary or such other officer of the Company as the Board may designate shall provide for the safe-keeping of such Consents and any related revocations and shall promptly conduct such ministerial review of the sufficiency of all Consents and any related revocations and the validity of the action to be taken by written consent as the Secretary or such other officer, as the case may be, deems necessary or appropriate, including, without limitation, whether the stockholders of a number of shares having the requisite voting power to authorize or take the action specified in Consents have given consent. If after such investigation the Secretary, or such other officer of the Company as the Board may designate, determines that the action purported to have been taken is duly authorized by the Consents, that fact shall be certified on the records of the Company kept for the purpose of recording the proceedings of meetings of stockholders and the Consents shall be filed in such records. In conducting the investigation required by this paragraph (F), the Secretary, or such other officer of the Company as the Board may designate, may, at the expense of the Company, retain special legal counsel and any other necessary or appropriate professional advisors as such person or persons may deem necessary or appropriate and, to the fullest extent permitted by law, shall be fully protected in relying in good faith upon the opinion of such counsel or advisors.
(G) Effectiveness of Consent. Notwithstanding anything in this Amended and Restated Certificate to the contrary, no action may be taken by the stockholders by written consent except in accordance with Section 2 of this Article VI and applicable law. If the Board shall determine that any request to fix a record date or to take stockholder action by written consent was not properly made in accordance with, or relates to an action that may not be effected by written consent pursuant to, Section 2 of this Article VI or applicable law, or the stockholder(s) seeking to take such action do not otherwise comply with Section 2 of this Article VI or applicable law, then the Board shall not be required to fix a record date in respect of such proposed action, and any such purported action by written consent shall be null and void.
(H) Board-Solicited Stockholder Action by Written Consent. Notwithstanding anything to the contrary set forth above, (i) none of the foregoing provisions of Section 2 of this Article VI shall apply to any solicitation of stockholder action by written consent in lieu of a meeting by or at the direction of the Board and (ii) the Board shall be entitled to solicit stockholder action by written consent in accordance with applicable law.
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(I) Challenge to Validity of Consent. Nothing contained in Section 2 of this Article VI shall in any way be construed to suggest to imply that the Board or any stockholder shall not be entitled to contest the validity of any Consent or related revocations, whether before or after such certification by the Secretary of the Company or such other officer of the Company as the Board may designate or to prosecute or defend any litigation with respect thereto.
ARTICLE VII

DIRECTORS
Section 1. Board Powers. The business and affairs of the Company shall be managed by, or under the direction of, the Board. In addition to the powers and authority expressly conferred upon the Board by statute, this Amended and Restated Certificate of Incorporation or the Bylaws, the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Company, subject, nevertheless, to the provisions of the DGCL, this Amended and Restated CertificateCorporation shall be effective as of Incorporation and11:59 p.m., Eastern Time, on the Bylaws; provided, however, that no Bylaws hereafter adopted bydate of filing with the stockholders shall invalidate any prior actSecretary of State of the Board that was otherwise valid.
Section 2. Number, Election and TermsState of Directors. Subject to the rights, if any, of the holders of shares of any series of Preferred Stock to elect additional directors under circumstances specified in a Preferred Stock Designation, the number of the directors of the Company shall initially be fixed at nine (9) and shall thereafter be fixed from time to time by resolution of the Board. At each annual meeting, the stockholders shall elect directors each of whom shall hold office for a term of one year or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification, or removal. At all meetings of stockholders for the election of directors at which a quorum is present a plurality of the votes cast shall be sufficient to elect a candidate. Election of directors of the Company need not be by written ballot unless the Bylaws of the Company shall so provide. If authorized by the Board, any requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder.Delaware.
Section 3. Removal of Directors. Except for such additional directors, if any, as are elected by the holders of any series of Preferred Stock as provided for in a Preferred Stock Designation, until April 30, 2011, any director, or the entire Board, may be removed from office at any time, with or without cause, only by the affirmative vote of at least 80% of the total voting power of the outstanding shares entitled to vote generally in the election of directors, voting together as a single class. From and after April 30, 2011, except for such additional directors, if any, as are elected by the holders of any series of Preferred Stock as provided for in a Preferred Stock Designation, any director, or the entire Board, may be removed from office at any time, with or without cause, only by the affirmative vote of at least a majority of the total voting power of the outstanding shares entitled to vote generally in the election of directors, voting together as a single class.
Section 4. Nomination of Director Candidates. Advance notice of stockholder nominations for the election of directors must be given in the manner, if any, provided in the Bylaws of the Company.
Section 5. Newly Created Directorships and Vacancies. Unless otherwise provided by law or this Amended and Restated Certificate of Incorporation and subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional directors under circumstances specified in a Preferred Stock Designation, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board resulting from death, resignation, disqualification, removal, or other cause shall be filled by a majority vote of the directors then in office, even if the number of such directors then in office is less than a quorum, or by a sole remaining director, if applicable. Any director elected in accordance with the preceding sentence shall hold office until the expiration of the term of office of the director whom such director has replaced or until such director’s successor has been elected and qualified. No decrease in the number of directors constituting the Board may shorten the term of any incumbent director.
ARTICLE VIII

LIMITATION ON LIABILITY
A director of the Company shall not be personally liable to the Company or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended. If the DGCL is hereafter
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amended to authorize corporate action further limiting or eliminating the liability of directors, then the liability of a director to the Company or its stockholders shall be limited or eliminated to the fullest extent permitted by the DGCL, as so amended. Any amendment, modification, or repeal of this Article VIII or by changes in law, or the adoption of any other provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article VIII will, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the Company to further limit or eliminate the liability of directors) and shall not adversely affect any right or protection of a director of the Company existing at the time of such amendment, modification, or repeal, or adoption of such inconsistent provision with respect to acts or omissions occurring prior to such amendment, modification, or repeal or adoption of such inconsistent provision.
ARTICLE IX

INDEMNIFICATION
Section 1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent not prohibited by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Company or, while a director or officer of the Company, is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, enterprise, or nonprofit entity, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, or agent, or in any other capacity while serving as a director, officer, employee, or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) reasonably incurred or suffered by such Covered Person in connection with such proceeding, and such right to indemnification shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of his or her heirs, executors, and administrators. Notwithstanding the preceding sentence, except as otherwise provided in this Article IX, the Company shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof other than a mandatory counterclaim) commenced by such Covered Person only if the commencement of such proceeding (or part thereof other than a mandatory counterclaim) by the Covered Person was authorized in the specific case by the Board. The right to indemnification conferred by this Article IX shall be a contract right that shall fully vest at the time the Covered Person first assumes his or her position as a director or officer of the Company and shall include the right to be paid by the Company the expenses incurred in defending or otherwise participating in any such proceeding in advance of its final disposition.
Section 2. Prepayment of Expenses. The Company shall to the fullest extent not prohibited by applicable law pay the expenses (including, without limitation, attorneys’ fees) incurred by a Covered Person in defending, testifying, or otherwise participating in any such proceeding in advance of its final disposition; provided, however, that, if the DGCL requires, an advancement of expenses incurred by a Covered Person in his or her capacity as a director or officer of the Company (and not in any other capacity in which service was or is rendered by such Covered Person, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, by or on behalf of such Covered Person, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Covered Person is not entitled to be indemnified for such expenses under this Article IX or otherwise.
Section 3. Claims. If a claim for indemnification (following the final disposition of such proceeding) or advancement of expenses under Section 1 or Section 2 of this Article IX is not paid in full within thirty (30) days after a written claim therefor by the Covered Person has been received by the Company, the Covered Person may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Covered Person shall also be entitled to be paid the expense of prosecuting or defending such suit to the fullest extent permitted by law. In (a) any suit brought by the Covered Person to enforce a right to indemnification hereunder (but not in a suit brought by a Covered Person to enforce a right to an advancement of expenses) it shall be a defense that, and (b) in any suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such expenses upon a final adjudication that, the Covered Person has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Company (including its directors who are not parties to such action,
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a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Covered Person is proper in the circumstances because the Covered Person has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Company (including a determination by its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the Covered Person has not met such applicable standard of conduct, shall create a presumption that the Covered Person has not met the applicable standard of conduct or, in the case of such a suit brought by the Covered Person, shall be a defense to such suit. In any suit brought by the Covered Person to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered Person is not entitled to be indemnified, or to such advancement of expenses, under this Article IX or otherwise shall be on the Company.
Section 4. Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article IX shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of this Amended and Restated Certificate of Incorporation, the Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.
Section 5. Insurance. The Company may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the Company or another corporation, partnership, joint venture, trust, or other enterprise against any expense, liability, or loss, whether or not the Company would have the power to indemnify such person against such expense, liability, or loss under the DGCL.
Section 6. Indemnification of Employees and Agents of the Company. The Company may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Company to the fullest extent of the provisions of this Article IX as if such employee or agent were a director or officer of the Company.
Section 7. Other Sources. The Company’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, enterprise, or nonprofit entity shall be reduced by any amount such Covered Person collects as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise, or non-profit enterprise.
Section 8. Amendment or Repeal. Any repeal or amendment of this Article IX, the adoption of any other provision inconsistent with this Article IX, or any change in applicable law that diminishes or adversely affects the indemnification or advancement of expenses that may be provided under this Article IX shall, except as prohibited by applicable law, be prospective only (except to the extent such amendment or change in applicable law permits the Company to provide broader indemnification rights to Covered Persons on a retroactive basis than permitted prior thereto), and will not in any way diminish or adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.
Section 9. Severability. If any provision or provisions of this Article IX shall be held to be invalid, illegal, or unenforceable for any reason whatsoever: (a) the validity, legality, and enforceability of the remaining provisions of this Article IX shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article IX (including, without limitation, each such portion of this Article IX containing any such provision held to be invalid, illegal, or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable.
ARTICLE X

CORPORATE OPPORTUNITIES
The stockholders, their Affiliates, and the directors: (a) may have participated, directly or indirectly, and may continue to participate (including, without limitation, in the capacity of investor, manager, officer, and employee) in businesses that are similar to or compete with the business (or proposed business) of the Company; (b) may have interests in, participate with, and maintain seats on the board of directors of other such entities; and (c) may develop opportunities for such entities (collectively, the “Position”). In such Position, the stockholders, their Affiliates, and the directors may encounter business opportunities that the Company or its stockholders may desire to pursue. To the fullest extent permitted by Section 122(17) of the DGCL, the stockholders, their Affiliates, and the directors and any of their respective officers, directors, agents, stockholders, members, partners, employees, affiliates, or subsidiaries
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shall have no duty to refrain from engaging directly or indirectly in a corporate opportunity in the same or similar activities or line of business as the Company (and all corporations, partnerships, joint ventures, associations, and other entities in which the Company beneficially owns directly or indirectly fifty percent (50%) or more of the outstanding voting stock, voting power, partnership interests, or similar voting interests (collectively, “Related Entities”)) engages in or proposes to engage in, and the Company, on behalf of itself and its Related Entities, to the extent permitted by law, renounces any interest or expectancy of the Company and its Related Entities in, or in being offered an opportunity to participate in, business opportunities, that are from time to time presented to any of such persons or entities, even if the opportunity is one that the Company or its Related Entities might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so. In any case where an opportunity is not specifically presented to a stockholder or director for the Company’s benefit, to the extent a court might hold that the pursuit of the opportunity for the benefit of a person other than the Company is a breach of a duty to the Company, to the extent permitted by law, such stockholder and the Company hereby waive any and all claims and causes of action that such stockholder and/or the Company believes that it may have for such activities. To the fullest extent permitted by Section 122(17) of the DGCL, the stockholders, their Affiliates, and the directors and any of their respective officers, directors, agents, stockholders, members, partners, employees, affiliates, or subsidiaries shall also have no obligation to the Company, the stockholders, or to any other Person to present any such business opportunity to the Company before presenting and/or developing such opportunity with any other Persons, other than such opportunities specifically presented to any such stockholder or director for the Company’s benefit in his or her capacity as a stockholder or director of the Company. In any case where an opportunity is not specifically presented to a stockholder or director for the Company’s benefit, to the extent a court might hold that the pursuit of the opportunity for the benefit of a person other than the Company is a breach of a duty to the Company, to the extent permitted by law, such stockholder and the Company hereby waive any and all claims and causes of action that such stockholder and/or the Company believes that it may have for such activities. To the extent permitted by law, any person purchasing or otherwise acquiring any interest in any shares of stock of the Company shall be deemed to have notice of and consented to the provisions of this Article X. Neither the alteration, amendment, or repeal of this Article X nor the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article X shall eliminate or reduce the effect of this Article X in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit, or claim that, but for this Article X, would accrue or arise, prior to such alteration, amendment, repeal, or adoption. For purposes of this Article X, the term “Affiliate” means any person who is an “affiliate” as defined in Rule 12b-2 promulgated under the Exchange Act.
ARTICLE XI

DURATION
The Company is to have perpetual existence.
ARTICLE XII

AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
The Company reserves the right at any time and from time to time to amend or repeal any provision contained in this Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation), or to add any new provision to this Amended and Restated Certificate of Incorporation in the manner now or hereafter prescribed by this Amended and Restated Certificate of Incorporation and the DGCL; and, except as set forth in Article VIII, Article IX, and Article X, all rights, preferences, and privileges herein conferred upon stockholders, directors, or any other persons by and pursuant to this Amended and Restated Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article XII; provided, however, that in addition to any other vote of stockholders (if any) required by law and notwithstanding that a lower vote (or no vote) of stockholders would otherwise be required, if any provision of this Amended and Restated Certificate of Incorporation other than this Article XII requires a particular vote of stockholders in order to take the action specified in such provision, then such vote of stockholders shall be required in order to alter, amend, or repeal, or adopt any provision inconsistent with, such provision of this Amended and Restated Certificate of Incorporation.
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IN WITNESS WHEREOF, Six Flags Entertainment Corporation has caused this Amended and Restated Certificate of IncorporationAmendment to be executedsigned by its duly authorized officer on this ______ day of May, 2021.2022.
 
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SIX FLAGS ENTERTAINMENT CORPORATION
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By:
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Name: Laura W. Doerre
 
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Title: Executive Vice President, General Counsel & Chief Administrative Officer
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