Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.  )

Filed by a Party other than the Registrant ☐

March [■], 2023

Dear Fellow Six Flags Stockholders:

On the technology front, we are in the midst of a digital transformation. This includes integrating mobile payment technologies, such as Apple and Google Pay, to speed-up checkout times and reduce stress on our frontline team members. We are excited to launch a new mobile app this summer, which will enhance and streamline the guest experience.

We are pleased to report that our guest satisfaction scores increased in 2022, and we are committed to continuing to elevate the guest experience to meet their evolving expectations.

Our new and streamlined organization features a mix of internal and external talent. We have promoted and empowered rising stars within our organization, and we have recruited talented people from other industries. Over the past year, we have appointed new heads of digital, marketing, operations, water parks, finance and legal. We have also appointed many new park presidents and general managers, most of whom were internal promotions from within our organization. This powerful combination of internal theme park expertise and externally recruited talent with new skills and fresh perspectives will allow us to leverage our past, while creating a new future.

SIX FLAGS ENTERTAINMENT CORPORATION

1000 Ballpark Way, Suite 400, Arlington, Texas 76011

 

Only stockholders of record at the close of business on the record date, March 15, 2023, 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,

Aimee Williams-Ramey

Arlington, Texas

March [■], 2023

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.

Board Recommendation

The Company experienced the following recent executive management changes:

The corporate governance practices of the Company serve the interest of stockholders and emphasize integrity, ethics, and effective risk oversight.

The Company is working to create a more sustainable and efficient company and has prioritized its ESG efforts around the following framework:

 

The Company’s director nominees are highly qualified, proven leaders who provide thoughtful and independent representation of stockholder interests:

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:

 

The Company’s executive compensation program seeks to support long-term growth and stockholder value:

For additional information, see the “Compensation Discussion and Analysis,” which begins on page 35, and the 2022 Summary Compensation Table and other related tables and information under “Executive Compensation,” which begins on page 48.

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 providing an elevated guest experience. 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.

The Board and senior management are focused on ensuring 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.

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 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 has also invested in training and other programs focused on enhancing diversity, equity and inclusion.

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, training and development offered by other companies with which it competes for talent in the marketplace.

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.

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 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.

The Company is dedicated to ensuring appropriate resources are available to support the physical and mental health of our employees. All full-time employees are eligible for health insurance, prescription drug benefits,

paid and unpaid leave, and life and disability/accident coverage. To promote the well-being of our employees, employees also have access to special programs and resources for those experiencing personal, work, financial or family-related issues.

The Six Flags Public Safety Department develops, educates and enforces our safety and security framework. Our public safety leadership staff has decades of full-time management experience, from our Corporate Vice President to our Corporate Directors, from park security and safety managers to both full-time and seasonal safety supervisors, as well as EMTs, paramedics, and fire fighters.

The Company’s attention to the health and safety of our 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 it reinforces the Company’s commitment to ethical business conduct. For example, in 2022, the Company became the world’s first theme park to be accredited as Certified Autism Centers at all properties and the first theme park to provide specially-designed restraint belts to accommodate our guests with special needs. The Company also maintains 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 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.

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 the day-to-day operations of the Company. 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 six meetings during 2022. 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 2022 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. The Company maintains a director resignation policy in 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. In addition, the Company’s Corporate Governance Guidelines provide 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 2022 annual meeting, except for Chieh Huang, who was appointed to the Board on August 1, 2022, and Marilyn Spiegel who was appointed to the Board on January 31, 2023. The Board currently has seven directors, all of whom are being nominated by the Board for re-election at the Annual Meeting, See “Proposal 1: Election of Directors.”

The Board has affirmatively determined that six of the seven 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, Chieh Huang, Enrique Ramirez, Arik Ruchim and Marilyn Spiegel.

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.

 

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.

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 70. 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 2.1 years. This average tenure is due in part to director retirements and the recent appointment of Marilyn Spiegel in 2023 and Chieh Huang in 2022. 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.

The following documents are available on the Company’s website at investors.sixflags.com:

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.

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.

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.

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 15, 2023.

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.

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.

The Board is currently comprised of the following:

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 approach allows the Board flexibility to determine whether the two roles should be separate or combined, based upon the Company’s best interests at the time of selection, considering the dynamic environment in which the Company operates, and the current and future strategic and governance needs of the business.

The succession planning discussions regarding the Chair and CEO roles includes consideration of the Board leadership structure, together with the value of separating or combining the Chair and CEO roles. The Board considers 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 focuses on its own dynamics and independent oversight function. The Board has 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.

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.

One of the primary responsibilities of the Board is to ensure that the Company has a high-performing management team. The CEO 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 CEO and senior 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.

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 CEO, the CFO, the Director 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 Digital 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 Non-Executive Chair, supermajority of independent directors and allocation of oversight responsibilities to appropriate committees, provides effective board-level risk oversight.

Each Board committee assists the Board in overseeing the management of the Company’s risks within the areas delegated to that committee and reports to the full Board as appropriate. In particular:

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.

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.

Process for Identification and Review of Director Candidates

 

The Company’s Corporate Governance Guidelines include qualification criteria that the Nominating and Corporate Governance Committee uses to identify individuals it believes are qualified to become directors. See “—Board Composition Overview” for a discussion of the characteristics and qualities that director candidates should possess.

After identifying qualified individuals and conducting interviews, as appropriate, the Nominating and Corporate Governance Committee recommends selected individuals to the Board. The Nominating and Corporate Governance Committee uses the same process to evaluate all candidates whether they are recommended by the Company or by one of the Company’s stockholders.

The Nominating and Corporate Governance Committee may retain a search firm from time-to-time to help identify and recruit qualified director candidates. The search firms provide director candidates and work with

the Nominating and Corporate Governance Committee to contact prospects to assess interest and availability. The search firms also contact references for the candidates. A background check is completed before any candidate is approved by the Board.

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 Amended and Restated Bylaws (“Bylaws”) to the Corporate Secretary, c/o Six Flags Entertainment Corporation, 1000 Ballpark Way, Suite 400, Arlington, Texas 76011.

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 2024 annual meeting, notice of the nomination must be received by the Corporate Secretary of the Company on or after January 11, 2024, and on or before February 10, 2024. 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.

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 2024 annual meeting, notice of the nomination must be received by the Corporate Secretary of the Company on or after October 30, 2023, and on or before November 29, 2023.

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. On November 10, 2022, the Company and H Partners agreed to amend the Cooperation Agreement to increase the amount of Company shares that H Partners is permitted to own, as further described below, from 14.9% to 19.9% of the Company’s outstanding shares.

When entering into the Cooperation Agreement in 2020, the Company committed to (i) appointing three additional independent directors (each, a “New Independent Appointee”) to the Board within a reasonable timeframe and (ii) ensuring that one director serving on the Board as of January 31, 2020, resigns from the Board on or before the appointment of the third New Independent Appointee. H Partners was permitted to present to the Board a list of up to eight candidates (each, an “Additional Nominee”) who were not affiliates or representatives of H Partners for consideration for appointment to the Board as a New Independent Appointee, and the Board agreed to consider at least one Additional Nominee in good faith

alongside any other qualified candidates identified by the Nominating and Corporate Governance Committee as a part of its standard processes for considering new director candidates. In accordance with the Cooperation Agreement, Messrs. Baldanza and Bassoul were Additional Nominees considered by the Board and appointed as directors on February 24, 2020.

During the period ending 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, among other things, agreeing not to (i) acquire ownership (beneficial or otherwise) of 19.9% 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, and Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 10, 2022.

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:

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 the Company’s stockholder engagement program in 2022, 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, the Company took several actions as described under “Compensation Discussion and Analysis—Annual Say-on-Pay Vote and Stockholder Engagement.”

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:

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 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 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 culture that drives meaningful growth, is agile and enables empowerment across every position in the organization.

The Nominating and Corporate Governance Committee maintains oversight of activities, initiatives and policies regarding ESG 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, 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:

 

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 operating during the pandemic.

The Company offers, among other things, competitive and balanced compensation programs to its full-time team 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 team members experiencing personal, work, financial or family-related issues. A unique Company perquisite offers full-time team 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.

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, privacy and security. The Company also conducts capabilities assessments to address individual development needs of the Company’s internal talent pool. This evolving catalog of internal resources allows the Company to evaluate training needs and 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 needed to ensure that its training program furthers the Company’s strategic priorities.

The Company understands that continuous engagement with its team members is vital to driving successful, meaningful outcomes. Senior management conducts regular meetings with team 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 about Company events and conducts ongoing team member satisfaction surveys that provide actionable feedback from team members to management. The survey responses are anonymous, measure team 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 team member feedback.

Performance reviews are conducted at least annually for all full-time team members, during which team 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.

The Company understands that enhancing its financial strength and improving the guest experience requires a diverse and inclusive workforce.

The Company is committed to creating an inclusive environment that fully embraces the diversity of its team members and guests, regardless of race, ethnicity, gender, age, disability, cultural background, sexual orientation or religious beliefs. The Company maintains 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, the Company has:

The Company is committed to equal pay for equal work. The Company’s most recent salary and wage analysis 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.

The safety and security of the Company’s guests and team members is the Company’s highest 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. We offer a variety of voluntary health benefits that allow employees to select the options that meet their needs, including telemedicine, paid parental leave, prescription savings solutions and wellness programs. To support the mental health and wellbeing of our employees, we offer an Employee Assistance Program at no cost to our employees. Counseling services are provided at no charge to employees and eligible household members to address all aspects of life, including depression, anxiety, grief, substance abuse and elder/childcare issues.

It is the shared responsibility of every team 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:

The 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 Company’s Safety Department are required to obtain various safety and security certifications including OSHA, Americans with Disabilities Act (ADA) Coordinator, and 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.

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 in 2021, 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 team member volunteerism at all of its locations through organized activities. From helping to build homes to organizing food pantries and creating reading rooms, the Company supports local charitable organizations and educational efforts year-round.

The Company is passionate about the communities surrounding its parks, and the Company’s team members enjoy working together for the greater good. The Company supports the local communities by:

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 and continues to prioritize recyclable or biodegradable products in both its operations and supply chain. The Company has engaged third party experts to help measure its carbon footprint and develop an environmental management system so it can enhance its current environmental initiatives with specific waste, water and energy reduction targets and initiatives, and monitor and evaluate the performance of its environmental programs. As part of its environmental initiatives, the Company continues to seek to incorporate solar power into its operations and otherwise reduce its greenhouse gas emissions. To this end, the Company recently entered into an agreement to develop on-site solar capabilities at its Six Flags Magic Mountain park. When completed, the project is expected to generate over 20 megawatts of solar power, and will represent our third park with solar capabilities, with Six Flags Great Adventure and Six Flags Discovery Kingdom already currently generating over 30 megawatts (MW) of solar power.

The Company has implemented measures to meaningfully reduce waste at its parks including (i) installing contactless fixtures in restrooms to significantly reduce water usage and waste, (ii) using hand dryers instead of paper towels 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 addition, the Company has engaged a national waste management provider to seek further efficiencies in the Company’s waste management and recycling programs across its parks.

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 plans to achieve 100% cage-free compliance for all egg ingredients as soon as practicable.

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 for 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 2022 was comprised of cash compensation and equity compensation in the form of restricted stock awards.

At least annually, the Compensation Committee reviews the non-employee director compensation program. The Compensation Committee has retained Frederic W. Cook & Co., Inc. (“FW Cook”) to provide advice in connection with ongoing compensation matters related to the Company. FW 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.

The following table sets forth the annual compensation for non-employee directors as of December 31, 2022. Cash compensation is typically paid in equal quarterly installments following the end of each applicable quarter. The amounts set forth on the table reflect the following increases approved by the Board, effective as of May 11, 2022: (i) annual equity retainer increased from $160,000 to $200,000, (ii) the annual cash base retainer increased from $80,000 to $85,000, (iii) the annual cash retainer for the Nominating and Corporate Governance Committee Chair from increased $15,000 to $20,000. In addition, the Board approved an increase in the non-executive Board chair retainer from $120,000 to $150,000, and a change in the form of such retainer from an equity retainer to a cash retainer to align with the retainers associated with committee chair service.

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, which require non-employee directors to own stock equal to at least five times the annual cash base retainer. Each non-employee director should seek to achieve this level of ownership within five 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.

Employee directors do not receive any compensation in connection with their director service. During 2022, Mr. Bassoul was the only employee director, and his compensation is set forth in the 2022 Summary Compensation Table. The following table sets forth compensation paid to or earned by each non-employee director for 2022:

The Board has nominated and recommends for election as directors the seven nominees named in this Proxy Statement to serve until the next annual meeting of stockholders and until their respective successors are duly elected and qualified. There are no vacancies on the Board.

Each nominee has consented to be named as a nominee and to serve if elected. Should any of the nominees become unable to serve as a director (which the Board does not expect), the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement.

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 business 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.

 

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.

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 three 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 January 1, 2023.

To fulfill its responsibility:

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 January 1, 2023 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

Chieh Huang

This Compensation Discussion and Analysis is 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 2022 that the Company refers to as the named executive officers or NEOs.

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:

The Company 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 Board believes will promote a dynamic performance-driven culture focused on the guest experience.

In connection with the hiring of our new CEO and a renewed focus on growth and inspiring a culture of ownership and shareholder alignment, the Company implemented a new long-term incentive plan in 2022 that emphasized executing performance goals and objectives tied to unprecedented levels of Adjusted EBITDA in Six Flags’ history. The long-term incentive plan for NEOs excluding the CEO (who did not receive any additional equity grants in 2022) consisted of PSUs (weighted 80%) and RSUs (weighted 20%). The PSUs were front-loaded with a three-year performance period while the RSUs were granted on an annual basis and vest ratably over three years. The PSUs granted to our NEOs (excluding our CEO) vest over a three-year period based on Adjusted EBITDA, Guest Satisfaction, and ESG Achievement metrics (each as defined in the applicable award agreement). The Company does not intend to grant any additional equity awards to our CEO or any additional PSUs to our other NEOs until the earlier of (x) 2025 and (y) when the Company achieves $710,000,000 in Adjusted EBITDA. Additional information about each award type granted in 2022 is described in the section titled “Long-term Equity”.

Total direct compensation for the NEOs 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, stockholder value, and favorable outcomes for other stakeholders through the following key objectives:

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 December 2022, the Company invited 25 of its largest stockholders, representing holders of approximately 61% of the Company's outstanding common stock, to participate in discussions regarding the Company’s executive compensation program, governance, ESG and any other topics of interest to the participating stockholders. The Company had discussions with four of those stockholders, representing holders of approximately 26% of its outstanding common stock. The Non-Executive Chairman and members of senior management participated in the discussions. In addition to these discussions, the Company also received feedback from 10 other of its largest stockholders, representing holders of approximately 24% of the Company's outstanding common stock, indicating that they fully understand and support the Company's executive compensation program and practices and that no discussion on the topic was necessary.

The Compensation Committee will continue to consider stockholder feedback, input from its independent compensation consultant, FW Cook, and the outcomes of future say-on-pay votes when evaluating its executive compensation programs and policies and making compensation decisions for the NEOs.

As part of management’s regular interaction with the Company’s institutional stockholders, management plans to continue the dialogue regarding the Company’s executive compensation and ESG practices.

The Compensation Committee believes that the actions taken in 2022 enhance the executive compensation practices and help align executive compensation with the Company’s business and strategic objectives, as well as support long-term stockholder value creation. 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.

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 (i) determines the appropriate compensation levels for the Company’s NEOs; (ii) evaluates compensation plans, policies, and programs; and (iii) reviews benefit plans. Additional responsibilities of the Compensation Committee include, but are not limited to, (i) reviewing the Company’s executive compensation philosophy and strategy; (ii) participating in the performance evaluation process for the CEO; (iii) reviewing, and together with the other independent directors of the Board, determining CEO compensation, including incentive opportunities; (iv) establishing compensation and performance goals and objectives for the Company’s senior executives; and (v) 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 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.

The Company’s Human Resources department is responsible for the ongoing management of the executive compensation program. The CFO, Chief Legal Officer and the Director of Human Resources serve as the primary management liaisons to the Compensation Committee and propose compensation programs and policies to the Compensation Committee at the request of the Compensation Committee and the CEO. The Compensation Committee meets with the CEO and any other senior executives as the Compensation Committee deems appropriate when it determines the performance criteria and compensation levels of senior executives. The CEO 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 CFO and his staff evaluate the financial implications of executive compensation proposals and financial performance measures in incentive compensation arrangements.

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 FW Cook as its independent compensation consultant for 2022 executive and director compensation decisions. The Compensation Committee assessed the independence of FW Cook pursuant to SEC and New York Stock Exchange rules. FW Cook did not perform any separate additional services for management. On the basis of its consideration of the foregoing and other relevant factors, the Compensation Committee concluded that FW Cook was independent and that there were no conflicts of interest.

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 NEOs 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 NEOs is reviewed annually by the Board, the Compensation Committee and the CEO (for NEOs other than himself). An analysis of overall Company performance, budget targets, and achievement of individual performance goals 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 Compensation Committee uses peer group data as a reference point to compare the 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.

The Compensation Committee believes that obtaining relevant market and benchmark data is important in making decisions about executive compensation. The Compensation Committee assesses the Company’s executive compensation relative to its peers, 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. Given the unique focus of the Company’s business in the operation of regional theme parks and waterparks, it is difficult to create a peer group based solely on industry, revenue or market capitalization. In consultation with FW Cook, the Compensation Committee determined an appropriate peer group for purposes of compensation comparison by considering U.S. publicly traded companies with primary business activities centered around entertainment, leisure, hospitality, and gaming. For 2022, the Compensation Committee used the following peer group for purposes of its executive compensation analysis:

For 2023, the Compensation Committee, with the assistance of FW Cook, determined that two peer companies historically used by the Company—Norwegian Cruise Line Holdings Ltd. and Penn National Gaming, Inc.—

should be removed because they had become less aligned with established peer group criteria than in prior years. Additionally, the Compensation Committee determined to add Golden Entertainment, Inc., Jack in the Box, Inc, and Wyndham Hotels & Resorts, Inc., which are 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. For executive compensation comparisons, the Compensation 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.

In order to examine the competitiveness and appropriateness of the Company’s overall compensation program, the Company reviewed the total direct compensation of the NEOs (consisting of base salary, target annual incentive, and target long-term equity, excluding benefits and perquisites) during 2022 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 individual components of the Company’s executive compensation program in 2022 included:

 

In setting total compensation, the Compensation Committee consistently applies its compensation philosophy to the facts and circumstances associated with each NEO through the exercise of appropriate business judgment.

Salaries are used to provide a fixed amount of compensation for an executive’s work. Although initially established in each NEO’s individually negotiated employment agreement, the salaries of NEOs are reviewed annually, as well as at the time 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. No NEOs received salary increases that were effective during 2022; however, in November 2022, the Compensation Committee approved an increase of Mr. Mick’s base salary to $510,000 and an increase of Ms. Williams-Ramey’s base salary to $420,000, in each case with an effective date of January 1, 2023. The following table shows the annual base salary rate in effect during 2022 for the NEOs:

Each year, the Compensation Committee sets the performance criteria for the annual incentive program in light of the Company’s growth strategy, major initiatives, current and projected operations and objectives. The Company’s annual incentive plan has historically closely linked pay and performance by providing all eligible full-time employees, including the 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 that are important to the Company’s long-term growth.

For 2022, the Compensation Committee established target levels of achievement for the three performance goals set forth below:

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.

No NEO may earn more than 200% of his or her target annual incentive. The actual annual incentive paid will be between 0 and 200% of the target opportunity, based upon achievement of the three performance goals.

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 and F&B Penetration metrics, the Company did not achieve threshold; therefore, no amounts were paid out with respect to those performance goals. The Modified Cash Flow metric was not met due to the impact on revenue of reduced attendance not being fully offset by increases in per capita spending, while increased pricing on our attendance products and lower attendance made it more difficult for F&B sales to attain the penetration levels necessary to meet threshold performance. The Company achieved a payout in excess of target with respect to the GSS metric, resulting in a payout of 14.64% of the target annual incentive for our NEOs (pro-rated for NEOs who joined the Company during 2022).

In February 2023, the Compensation Committee approved the following annual cash incentive awards for the NEOs pursuant to the criteria of the annual incentive plan as described above, which were paid upon completion of the Company's audit for 2022. The amounts paid pursuant to the annual incentive plan are set forth in the “Non-Equity Incentive Plan Compensation” column of the 2022 Summary Compensation Table because such amounts were paid pursuant to the pre-established criteria under the annual incentive plan.

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 the Company’s long-term growth strategies and aligning compensation with risk outcomes. Extended vesting periods also incentivize retention. The Compensation Committee believes that it is appropriate to evaluate equity grant opportunities at least annually.

The Compensation Committee may, from time to time, grant additional equity incentive awards to employees, including NEOs, based on individual circumstances such as outstanding performance or in

connection with a promotion. In 2022, the Compensation Committee implemented a redesigned long-term incentive program, which consisted of an 80% weighting of performance-vesting PSUs and 20% weighting of time-vesting RSUs. The Compensation Committee believed that a heavier weighting to PSUs would better align the executive team to the Company’s new business strategy and to stockholder interests, and enhance the Company’s ability to drive stockholder value while attracting, retaining and motivating leadership talent.

The Compensation Committee believes it is important to set ambitious performance goals and reward Mr. Bassoul with a meaningful ownership stake for outperformance. The Compensation Committee is 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. In addition, the Compensation Committee determined that meaningful equity awards were appropriate to provide the executive team with incentives to support Mr. Bassoul in the execution of his strategic initiatives.

Accordingly, PSU awards were granted to Mr. Bassoul in November 2021, and to our other NEOs in 2022, with performance to be determined over a three-year period. The performance goals are based on (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) ESG achievement metrics. 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, to incentivize sustainable long-term growth, the PSU award provides for payout of additional shares upon achievement of three ESG goals: Guest Satisfaction, Employee Satisfaction and Sustainalytics relative performance.

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.

 

Given the timing of Mr. Mick and Ms. Williams-Ramey’s start date, the Compensation Committee, with the assistance of FW Cook, conducted a benchmarking analysis to better understand competitive pay levels for our senior leadership team. Based on this analysis, in November the Compensation Committee approved additional PSU awards to Mr. Mick and Ms. Williams-Ramey in the amounts of $400,000 and $300,000, respectively. These PSUs have the same performance criteria as the annual PSU awards described above.

In light of the significant opportunity of Mr. Bassoul’s 2021 PSU award and the awards granted to other NEOs in 2022, the Compensation Committee does not intend to make any additional equity grants to Mr. Bassoul or any additional PSU grants to other NEOs until the earlier of (x) 2025 and (y) when the Company achieves $710,000,000 in Adjusted EBITDA. The Compensation Committee expects to provide annual RSU grants for other NEOs (excluding the CEO) on an annual basis for retention purposes. The Compensation Committee maintains flexibility to make additional equity grants to the CEO in the event that the Company achieves $710,000,000 in Adjusted EBITDA prior to the end of Mr. Bassoul's tenure.

The Company provides a limited number of perquisites and other personal benefits to the NEOs, which the Company believes are reasonable and consistent with market practices. The “All Other Compensation” column of the 2022 Summary Compensation Table sets forth these perquisites in accordance with the requirements of the SEC.

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).

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. In 2022, no NEO participated in the Supplemental 401(k) Plan. For a discussion of the Supplemental 401(k) Plan, see “Executive Compensation—Fiscal 2022 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 NEOs are eligible to participate in these plans on the same basis as other eligible participants.

The Company provides its NEOs with the same health and disability insurance plans offered to all employees.

From time-to-time, the Compensation Committee determines it is necessary to 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. As previously disclosed in the Company’s Form 8-K filed June 14, 2022, the Company granted Ms. Williams-Ramey a sign-on grant of 10,000 restricted stock units of the Company, which will vest over three years, with 25% vesting on each of the first two anniversaries of the grant date and 50% vesting on the third anniversary of the grant date.

In addition to the direct compensation program, the Company believes it is important to provide the NEOs with competitive separation payments and benefits because it provides a measure of financial security for the NEO 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 NEOs 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 trigger provision, which requires both a change in control and actual or constructive termination of employment in order for the NEO 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:

The Company elects to provide post-employment compensation to the executives on a case-by-case basis as the employment market, the qualifications of potential employees, and the Company’s hiring needs dictate. See “Executive Compensation—Potential Payments upon Termination” for additional information on separation payments and benefits for the NEOs.

In February 2022, Mr. Reddy notified the Company of his decision to resign as CFO effective March 27, 2022.

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.

To further align the senior executives’ interests with those of the Company's stockholders, the Company maintains stock ownership 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:

All types of equity holdings, with the exception of stock options and performance-based stock units, are included in determining ownership under the guidelines. Each current NEO is in compliance, or on target to achieve compliance, with the guidelines.

The Company’s securities trading policy requires executives and directors to consult the Company prior to engaging in transactions involving the Company’s common stock. In order to protect the Company from exposure under insider trading laws, executives and directors are encouraged to enter into pre-programmed trading plans under Exchange Act Rule 10b5-1. The Company’s securities trading policy prohibits directors and executives from pledging, hedging or monetization transactions including, but not limited to, transactions involving the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars and other derivative instruments, or transactions 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 2021, the Board adopted an Incentive Compensation Clawback Policy (the “clawback policy”) that 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 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), disclosure of confidential information or trade secrets, or violation 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 is reviewing the final rule issued by the SEC implementing the provisions of the Dodd Frank Wall Street Reform and Consumer Protection Act relating to recoupment of incentive-based compensation and will amend the clawback policy in accordance with the final rules when the NYSE adopts its final listing standards.

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.

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 January 1, 2023.

THE COMPENSATION COMMITTEE

Arik Ruchim (Chair)

Ben Baldanza

Esi Eggleston Bracey

Enrique Ramirez

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 2022.

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.

The following table summarizes the compensation paid by the Company to (i) the CEO, (ii) the CFO, (iii) Chief Legal Officer, (iv) the former CFO, and (v) former interim CFO.

The following table provides information on equity and non-equity awards granted in 2022 to each of the named executive officers: