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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Filed by a Party other than the Registrant  ☐

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Pursuit Attractions and Hospitality, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Forward-Looking Statements

This proxy statement contains a number of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words, and variations of words, such as “aim,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “outlook,” “plan,” “potential,” “seek,” “target,” “will,” and similar expressions are intended to identify our forward-looking statements. Similarly, statements that describe our business strategy, outlook, objectives, plans, initiatives, intentions, or goals also are forward-looking statements. These forward-looking statements are not historical facts and are subject to a host of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those in the forward-looking statements.

Important factors that could cause actual results to differ materially from those described in our forward-looking statements include, but are not limited to, the following:

For a more complete discussion of the risks and uncertainties that may affect our business or financial results, refer to “Risk Factors” in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024. These statements are based upon information available to us as of the date hereof and we disclaim and do not undertake any obligation to update or revise any forward-looking statement in this proxy statement except as required by applicable law or regulation.

Proposal 1: Election of Directors

Skills, Qualifications, and Experience of Directors

Our Board believes that our directors should have certain qualifications and has concluded that each of our directors, including the nominees listed below under "Director Nominees," possesses the following specific qualifications and should serve on the Board:

Board Structure

Our Bylaws provide that, from time to time, the Board shall fix the number of directors. Currently, we have seven directors on our Board. Our Board is divided into three classes, each with staggered three-year terms. The current term of the Class III directors will expire at the Annual Meeting, and the terms of the Class I and Class II directors will expire at the annual meetings of shareholders in 2026 and 2027, respectively. Five of our current directors – David W. Barry, Beverly K. Carmichael, Denise M. Coll, Virginia L. Henkels and Joshua E. Schechter – are assigned to one of the three classes. The remaining directors – Jill H. Bright and Brian P. Cassidy – were previously elected annually for a one-year term by a vote of the Company’s 5.5% Convertible Series A Preferred Stock, all of which was held by Crestview Partners IV GP, L.P. and affiliated entities (the “Crestview Parties”), pursuant to the certificate of designations for that class of preferred stock. Effective December 31, 2024, all outstanding shares of preferred stock were converted into common stock, and, as such, the directors that were previously elected by holders of preferred stock will now be assigned into one of the three Board classes and elected by holders of the Company’s common stock.

Pursuant to the terms of the Stockholders Agreement, dated August 5, 2020, by and among the Company and the Crestview Parties, for so long as the Crestview Parties have, in the aggregate, record and beneficial ownership of 67% of the total number of shares of common stock issuable on conversion of their original preferred stock investment (the “Initial Share Ownership”), the Crestview Parties are entitled to designate two nominees for election to the Board at an annual meeting of shareholders by all holders entitled to vote in the election of directors. Should they not meet the 67% threshold, the Crestview Parties are entitled to designate one director nominee for election to the Board at an annual meeting of shareholders by all holders entitled to vote in the election of directors and appoint one non-voting Board observer for so long as they have, in the aggregate, record and beneficial ownership of at least 33% of the Initial Share Ownership. Pursuant to these rights, the Crestview Parties are currently entitled to designate two nominees for election to the Board and have designated Jill H. Bright and Brian P. Cassidy to be elected to the Board.

As a result, and in order to achieve as equal a balance as possible among the three classes, (i) the Board is nominating the three directors who are currently serving as Class III directors (Beverly K. Carmichael, Denise M. Coll and David W. Barry) for re-election as Class III directors to serve until the 2028 annual meeting of stockholders, (ii) the Board is increasing the size of Class II by one director and nominating Brian P. Cassidy (a former preferred stock director) for election as a Class II director to serve until the 2027 annual meeting of shareholders and (iii) the Board is increasing the size of Class I by one director and nominating Jill H. Bright (a former preferred stock director) for election as a Class I director to serve until the 2026 annual meeting of shareholders.

Director Nominees

Our Corporate Governance and Nominating Committee recommended, and our Board of Directors nominated, incumbent directors Beverly K. Carmichael, Denise M. Coll and David W. Barry as Class III directors, Brian P. Cassidy as a Class II director and Jill H. Bright as a Class I director, each for election at the Annual Meeting. Each of the director nominees, other than Mr. Barry, is independent under the New York Stock Exchange (“NYSE”) listing standards, applicable SEC rules and regulations, and our Corporate Governance Guidelines (the “Guidelines”). If elected, each nominee has agreed to serve another term. If elected, (i) the terms of Ms. Carmichael, Ms. Coll and Mr. Barry will expire at the 2028 annual meeting, (ii) Mr. Cassidy’s term will expire at the 2027 annual meeting and (iii) Ms. Bright’s term will expire at the 2026 annual meeting. There are no family relationships among any of our directors, director nominees, or executive officers.

Nominees for Election as Director

The following sets forth information regarding each director and director nominee as of March 25, 2025.

Class III Director Nominees for Election for a Term Expiring at the 2028 Annual Meeting of Shareholders

Class II Director Nominee for Election for a Term Expiring at the 2027 Annual Meeting of Shareholders

Class I Director Nominee for Election for a Term Expiring at the 2026 Annual Meeting of Shareholders

Directors Continuing In Office

Class I Director with a Term Expiring at the 2026 Annual Meeting of Shareholders

Class II Director with a Term Expiring at the 2027 Annual Meeting of Shareholders

Executive Officer Biographical Information

The names and certain biographical information about our executive officers are set forth below (other than Mr. Barry, whose information is set forth above under “Proposal 1: Election of Directors—Nominees for Election as Director”) as of March 25, 2025.

Board of Directors and Corporate Governance

Corporate Governance Highlights

We are committed to sound corporate governance and believe that adhering to the following strong corporate governance principles is essential to our long-term success.

Corporate Governance Policies and Practices

Our Board adopted the Guidelines and Board committee charters, which provide an effective framework to govern our Company. At least annually, the Corporate Governance and Nominating Committee reviews the Guidelines, each Board committee reviews its charter, and any changes are recommended for the Board’s consideration.

At Pursuit, we continually focus on governance, starting with the Board and extending to Management and all employees. As a result, the Board reviews the Company’s policies and business strategies, and advises and counsels the CEO and other executive officers who manage the Company’s businesses, including regularly reviewing the Company’s strategic plans.

For additional information about our corporate governance practices, you can access our Restated Certificate of Incorporation, Bylaws, Corporate Governance Guidelines, Committee Charters, the Always Honest Compliance & Ethics Program, and the Code of Ethics on our website at: https://investors.pursuitcollection.com/governance. Information contained in any website referenced in this Proxy Statement is not part of this Proxy Statement and is not incorporated by reference in this Proxy Statement. We will provide copies of these documents upon written request to the office of the Corporate Secretary.

Code of Ethics

Our written code of ethics (the “Code of Ethics”) applies to all of our employees, officers and directors, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Code of Ethics is available on our corporate website at https://investors.pursuitcollection.com/governance. We intend to promptly disclose on our website or in a Current Report on Form 8-K in the future (i) the date and nature of any amendment (other than technical, administrative or other non-substantive amendments) to the Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K and (ii) the nature of any waiver, including an implicit waiver, from a provision of the Code of Ethics that is granted to one of these specified individuals that relates to one or more of the elements of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, the name of such person who is granted the waiver and the date of the waiver.

Insider Trading Policy

We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees. In addition, it is the Company’s intent to comply with the applicable laws and regulations relating to insider trading.

Our insider trading policy generally permits directors, other executive officers, and certain employees to engage in transactions involving Pursuit common stock only: (a) during a Company-prescribed trading window of limited duration; and (b) after seeking pre-clearance to avoid trading while in possession of material, non-public information. In addition, directors, executive officers, and employees may not engage in hedging transactions or other transactions designed to limit or eliminate the risks of owning Pursuit common stock. The policy also prohibits directors, named executive officers (“NEOs”), and other executive officers from pledging Pursuit common stock, or using it as collateral to secure personal loans or other obligations.

A copy of our insider trading policy is filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024.

Board Leadership

The Board has separated the roles of Chairman and CEO. Mr. Schechter, our Chairman of the Board, is an independent director. The Board believes the separation of the Chairman and CEO roles allows the CEO to focus his time and energy on operating and managing our Company while leveraging the Chairman’s experience and perspectives.

The Board believes that our governance practices are appropriate to ensure that the full Board maintains independent oversight. The responsibilities of our independent Chairman include, but are not limited to: (a) leading Board peer reviews and self-evaluations; (b) shareholder engagement; (c) Board leadership in anticipation of and during crisis; (d) acting as liaison and facilitating information flow between the Board and Management; (e) advising our CEO and Management, as well as conducting the CEO performance review; and (f) preparation for and presiding over all meetings of the Board, including executive sessions and other meetings, and the Annual Meeting of Shareholders.

Risk Oversight

Management is responsible for assessing and managing the Company’s various exposures to risk, including through the adoption of risk management controls, policies, and procedures. The Board has delegated to the Audit Committee primary responsibility to review and assess areas of financial risk for the Company. The Audit Committee also reviews Management’s plans, and the steps Management has taken to monitor and control risk, including risk assessment, risk management policies, legal and regulatory compliance, information technology and data security controls and policies.

The Board believes that cybersecurity is a critical component of our risk management program. Our security team maintains centralized documentation regarding known security risks and mitigation. Consideration of material risks from cyber threats is integrated into our enterprise risk management processes and is a standing agenda item for discussion at our Audit Committee meetings. An Information Security Executive Committee representing multiple areas of the Company is responsible for assessing material risks from cybersecurity threats and represents multiple functions of the business.

Additionally, we conduct an annual risk assessment to identify, evaluate, and prioritize potential business risks. As a part of this assessment, we conduct a financial statement risk assessment and materiality analysis, including evaluating potential fraud schemes and scenarios that might affect us. Throughout the year, Management continuously monitors potential risks and updates the Audit Committee at each regular meeting.

Compensation Risk Analysis

The Board continuously monitors and manages executive compensation risk through the design of our executive compensation program. In particular, the Human Resources Committee structures our executive compensation program to mitigate the potential for excessive risk-taking by executive officers in managing our businesses. A few of the program features that serve this purpose include:

Committees and Director Independence

Our Board has established an Audit Committee, Corporate Governance and Nominating Committee, and Human Resources Committee. The following table shows each Committee’s primary responsibilities, their current membership, and the number of meetings held in 2024. Based on information provided by each director concerning his or her background, employment, and affiliations, the Board has determined that all committee members are independent under the NYSE listing standards, applicable SEC rules and regulations, and our Corporate Governance Guidelines.

Each committee may form and delegate authority to a subcommittee of one or more members of the committee.

Board Meetings and Annual Meeting of Shareholders

As specified in our Guidelines, we expect each director to attend the annual meeting of shareholders, all Board meetings, and all meetings of committees on which they serve. We understand, however, that occasionally a director may be unable to attend a meeting. During 2024, the Board held 17 meetings. During 2024, all directors attended more than 75% of the meetings of the Board and committees on which they served. All then-serving directors attended the 2024 annual meeting of shareholders.

Meetings of Non-Management Directors

During 2024, the independent, non-management directors of our Board met in executive session at every regular meeting of the Board and at various special meetings when necessary or appropriate. Richard H. Dozer, the former Chairman of the Board, presided over all executive sessions. Mr. Schechter, in his capacity as Chairman of the Board, currently presides over all meetings of non-management directors.

Board Composition and Refreshment

The continuous exchange of new ideas is vital to our Board’s success. The Board and the Corporate Governance and Nominating Committee recognize that the interplay between diverse viewpoints, experience, and backgrounds more effectively promotes our shareholders’ long-term interests. The Board believes that shareholders are best served by both the outside perspectives offered by new directors as well as the valuable experience and familiarity provided by longer-serving directors. Since 2020, we have added Mses. Bright and Carmichael and Mr. Cassidy to our Board as independent directors. Our current average director tenure is 4.4 years and average director age is 60 years old.

Director Nominations

As provided in its charter, the Corporate Governance and Nominating Committee has established procedures to consider candidates for Board membership. The Corporate Governance and Nominating Committee has authority under its charter to employ a third-party search firm to conduct research, review candidate data, and otherwise assist the Corporate Governance and Nominating Committee in identifying candidates to serve as a director.

A shareholder who wishes to recommend a candidate for the Board should notify the office of the Corporate Secretary in writing at the address listed in the notice of meeting attached to this Proxy Statement. Any such recommendation must include:

Any formal director nomination must comply with the advance notice provisions set forth in our Bylaws.

As described in the “Submission of Shareholder Proposals and Director Nominations” section of this Proxy Statement, the Corporate Governance and Nominating Committee reviews the qualifications of any person nominated by a shareholder in a timely and proper manner.

In evaluating potential director nominees, the Corporate Governance and Nominating Committee reviews the candidate’s qualifications in light of the needs of the Board and the Company, and considering the then-current mix of director attributes. Director nominees are assessed on their qualification as independent, and by considering the candidate’s diversity, skills, and experience. Director nominees also must have common qualities expected of all Pursuit directors, including high personal and professional ethics, integrity and values, and a commitment to representing the long-term interests of our shareholders. The Corporate Governance and Nominating Committee also ensures that the members of the Board, as a group, maintain the requisite qualifications under the NYSE listing standards for members of the Audit, Human Resources, and Corporate Governance and Nominating Committees.

The Corporate Governance and Nominating Committee believes that newly elected directors offer fresh perspectives and ideas that are critical to a forward-thinking and strategic Board. Concurrently, the Corporate Governance and Nominating Committee recognizes that longer-serving directors facilitate effective decision-making through their experience and familiarity with our business. Accordingly, the Corporate Governance and Nominating Committee and the Board seek to maintain an appropriate balance of viewpoints, skills, professional experience, and backgrounds to effectively lead the Company and serve our shareholders’ long-term interests.

As discussed above, the Crestview Parties are entitled to designate two nominees for election to the Board at an annual meeting of shareholders by all holders entitled to vote in the election of directors for so long as the Crestview Parties have, in the aggregate, record and beneficial ownership of at least 67% of the Initial Share Ownership. Thereafter, the Crestview Parties are entitled to designate one director nominee for election to the Board at an annual meeting of shareholders by all holders entitled to vote in the election of directors and appoint one non-voting Board observer for so long as they have, in the aggregate, record and beneficial ownership of at least 33% of the Initial Share Ownership.

Communication With Our Board

Interested parties may communicate directly with non-management directors, including the Chairman of the Board, in writing at the following address: Pursuit Attractions and Hospitality, Inc., 1401 17th Street, Suite 1400, Denver, Colorado 80202, Attention: Office of the Corporate Secretary. We promptly deliver all appropriate communications addressed to the Chairman or the non-management directors.

Related Person Transactions

Our Board has adopted written policies and procedures for reviewing and approving related person transactions. Whenever practical, the Corporate Governance and Nominating Committee must preapprove a related person transaction, otherwise the Corporate Governance and Nominating Committee must promptly ratify it. If ratification is not forthcoming, Management, or the Board as applicable, must make reasonable efforts to cancel or annul the transaction. The Corporate Governance and Nominating Committee Chair may approve a related person transaction when it is not practicable or desirable to wait until the next Corporate Governance and Nominating Committee meeting for approval. In those instances, the Chair will report any approval at the next meeting. The Corporate Governance and Nominating Committee annually reviews any existing related person transactions with the General Counsel to ensure compliance with understandings and commitments made at the time they were approved.

There have been no related person transactions since January 1, 2024.

Human Resources Committee Interlocks and Insider Participation

None of the members of the Human Resources Committee are or have been a Pursuit officer or employee. We are not aware of any interlocking relationships between any member of our Board or the Human Resources Committee and any member of the board of directors or compensation committee of any other company during 2024 that would require disclosure under the applicable securities rules or regulations.

Director Compensation

Each non-employee director receives compensation for service on our Board and any of its committees. Directors who are also Pursuit officers or employees receive no special or additional remuneration for service on the Board nor do they serve on any Board committees. Mr. Barry is the only officer-director currently serving on our Board, and Mr. Barry and Steven W. Moster, former President and Chief Executive Officer, were the only officer-directors serving on the Board during 2024. Our directors are subject to the stock ownership guidelines described in the “Stock Ownership Guidelines” subsection of the CD&A section of this Proxy Statement. The Corporate Governance and Nominating Committee regularly reviews the Company’s director compensation program to ensure that it remains competitive in order to retain and attract highly qualified candidates to serve on our Board.

This table shows the components of our non-employee directors’ annual compensation for their Board service during 2024.

The following table shows 2024 non-employee directors’ compensation:

Stock Ownership Information

The following table shows the amount of Pursuit common stock beneficially owned at March 25, 2025, unless otherwise noted, by our 5% or greater shareholders and by our named executive officers, directors and executive officers and directors as a group. We have determined beneficial ownership in accordance with SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. To our knowledge, none of the common stock owned by these individuals is subject to any pledge. Unless otherwise indicated, each of the named individuals has sole voting and investment power with respect to the shares shown, other than property rights of spouses.

In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of our common stock subject to options held by that person that are exercisable as of March 25, 2025, or will become exercisable within 60 days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person. Additionally, in computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of our common stock underlying RSU awards that will vest and convert into common stock within 60 days after March 25, 2025, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Pursuit Attractions and Hospitality, Inc., 1401 17th Street, Suite 1400, Denver, Colorado 80202.

* Less than 1%.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and persons who beneficially own more than 10% of the Company’s common stock to file with the SEC reports showing initial ownership of and changes in ownership of the Company’s common stock and other registered equity securities. Based solely upon our review of the copies of such forms or written representations from certain reporting persons received by us with respect to fiscal year 2024, the Company believes that its directors and executive officers and persons who own more than 10% of a registered class of its equity securities have complied with all applicable Section 16(a) filing requirements for fiscal year 2024, except for the following: one Form 4 for Denise Coll reporting one transaction was not filed on a timely basis due to an administrative oversight.

Human Resources Committee Report

The Human Resources Committee has reviewed and discussed with Management the Compensation Discussion and Analysis included in this Proxy Statement. Based on the review and discussions, the Human Resources Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 17, 2025.

Compensation Discussion and Analysis

This CD&A explains our NEOs’ 2024 compensation program, and how it is linked to our 2024 performance and strategic objectives. Our 2024 NEOs were: