We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Six Flags Entertainment Corporation | NYSE:SIX | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.73 | 3.04% | 24.72 | 24.82 | 23.94 | 24.30 | 1,046,548 | 01:00:00 |
Check the appropriate box:
|
|||
☒
|
| |
Preliminary Proxy Statement
|
☐
|
| |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
☐
|
| |
Definitive Proxy Statement
|
☐
|
| |
Definitive Additional Materials
|
☐
|
| |
Soliciting Material under §240.14a-12
|
Six Flags Entertainment Corporation
|
(Name of Registrant as Specified In Its Charter)
|
|
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
|
NOTICE OF 2021 ANNUAL MEETING OF
STOCKHOLDERS
|
|
YOUR VOTE IS IMPORTANT
|
| |||
|
You do not need to attend the Annual Meeting to vote if you submit your proxy in advance. Please exercise your stockholder right to vote by:
|
| |||
|
|
| |
Before the Annual Meeting by visiting www.proxyvote.com
|
|
|
During the Annual Meeting by visiting www.virtualshareholdermeeting.com/ SIX2021
|
| |||
|
|
| |
Mailing your signed proxy card
|
|
|
|
| |
Calling 1-800-690-6903
|
|
(1)
|
| |
Election of 7 nominees named in the proxy statement as directors
|
(2)
|
| |
Advisory vote to approve executive compensation
|
(3)
|
| |
Approve amendments to Restated Certificate of Incorporation to eliminate supermajority voting provision
|
(4)
|
| |
Approve amendments to Restated Certificate of Incorporation to allow stockholder action by written consent
|
(5)
|
| |
Advisory vote to ratify the appointment of KPMG LLP as independent registered public accounting firm for fiscal 2021
|
|
Important Notice Regarding Internet Availability of Proxy Materials for
Annual Meeting of Stockholders to be Held on May 5, 2021
|
|
|
The proxy statement and annual report for the fiscal year ended December 31, 2020 are available at www.proxyvote.com. The Notice of Internet Availability of Proxy Materials and the proxy statement are being distributed and made available on or about March [■], 2021.
|
|
|
Date and Time:
|
| |
May 5, 2021 at 2:00 p.m. Central Time
|
|
|
Location:
|
| |
Virtually, via webcast, www.virtualshareholdermeeting.com/SIX2021
|
|
|
Record Date:
|
| |
March 10, 2021
|
|
|
Voting:
|
| |
Before the meeting by visiting www.proxyvote.com or during the meeting by visiting www.virtualshareholdermeeting.com/SIX2021; by calling 1-800-690-6903; or by completing and mailing your proxy card
|
|
|
Business Items
|
| |
FOR
|
| |||
|
Item 1.
|
| |
Election of 7 Nominees Named in the Proxy Statement as Directors
|
| |
✔
each nominee
|
|
|
Item 2.
|
| |
Advisory Vote to Approve Executive Compensation
|
| |
✔
|
|
|
Item 3.
|
| |
Approve Amendments to Restated Certificate of Incorporation to Eliminate Supermajority Voting Provision
|
| |
✔
|
|
|
Item 4.
|
| |
Approve Amendments to Restated Certificate of Incorporation to Allow Stockholder Action by Written Consent
|
| |
✔
|
|
|
Item 5.
|
| |
Advisory Vote to Ratify Appointment of KPMG LLP as Independent Registered Public Accounting Firm for fiscal 2021
|
| |
✔
|
|
|
Recent Enhancements:
|
| |
|
|
■
|
Brought on five new independent directors in 2020 and increased ethnic and gender diversity; most recent two directors were identified through an extensive search conducted by an independent search firm
|
■
|
Nominating an additional new independent director in 2021
|
■
|
Adopted resignation policy for directors who do not receive a majority of votes cast in uncontested elections
|
■
|
Submitted Company proposal to remove supermajority voting requirement to amend Bylaws
|
■
|
Submitted Company proposal to allow stockholders to act by written consent
|
■
|
Increased commitment to ESG principles and reporting; amended Audit Committee charter to specify ESG oversight
|
■
|
Enhanced oversight of corporate culture and human capital management
|
■
|
Adopted updated committee charters, related party transactions policy, and securities trading policy
|
■
|
Wholly independent Board, except CEO
|
■
|
Independent Chair of the Board
|
■
|
Proxy access right for stockholders
|
■
|
Annual election of all directors
|
■
|
Stock ownership requirements for directors and senior executives
|
■
|
Active stockholder engagement
|
■
|
Audit Committee comprised of majority Audit Committee Financial Experts
|
■
|
Regular executive sessions of independent directors
|
■
|
Annual Board and committee self-evaluations
|
|
Name
|
| |
Age
|
| |
Gender
|
| |
Director
Since
|
| |
Independent
|
| |
Other Public
Company Boards
|
| |
Audit
Committee
|
| |
Compensation
Committee
|
| |
Nominating
and
Corporate
Governance
Committee
|
|
|
Ben Baldanza♦
|
| |
59
|
| |
M
|
| |
2020
|
| |
✔
|
| |
1
|
| |
|
| |
|
| |
|
|
|
Selim Bassoul♦
Non-Executive Chairman
|
| |
64
|
| |
M
|
| |
2020
|
| |
✔
|
| |
0
|
| |
|
| |
|
| |
|
|
|
Denise M. Clark
|
| |
63
|
| |
F
|
| |
—
|
| |
✔
|
| |
1
|
| |
*
|
| |
|
| |
*
|
|
|
Esi Eggleston Bracey
|
| |
50
|
| |
F
|
| |
2020
|
| |
✔
|
| |
0
|
| |
|
| |
|
| |
|
|
|
Enrique Ramirez♦
|
| |
49
|
| |
M
|
| |
2020
|
| |
✔
|
| |
0
|
| |
|
| |
|
| |
|
|
|
Arik Ruchim
|
| |
40
|
| |
M
|
| |
2020
|
| |
✔
|
| |
1
|
| |
|
| |
|
| |
|
|
|
Michael Spanos
President and CEO
|
| |
56
|
| |
M
|
| |
2019
|
| |
|
| |
0
|
| |
|
| |
|
| |
|
|
|
♦
|
| |
Audit Committee Financial Expert
|
|
|
|
| |
Audit Committee
|
|
|
|
| |
Compensation Committee
|
|
|
|
| |
Nominating and Corporate Governance Committee
|
|
|
C
|
| |
Committee Chair
|
|
|
*
|
| |
It is anticipated that, following her election, Ms. Clark will serve on the Audit Committee and the Nominating and Corporate Governance Committee.
|
|
|
What We Do:
|
| |
What We Do Not Do:
|
| ||||||
|
✔
|
| |
Pay for performance
|
| |
✘
|
| |
Dividends on equity paid prior to vesting
|
|
|
✔
|
| |
Annual Say-on-Pay vote
|
| |
✘
|
| |
Hedging and pledging of Company stock
|
|
|
✔
|
| |
Annual review of peer group
|
| |
✘
|
| |
Tax gross-ups upon change of control
|
|
|
✔
|
| |
Limited perquisites
|
| |
✘
|
| |
Repricing of stock options without stockholder approval
|
|
|
✔
|
| |
Stock ownership guidelines
|
| |
|
| |
|
|
|
✔
|
| |
Clawback policy
|
| |
|
| |
|
|
|
✔
|
| |
Double trigger for vesting on change in control
|
| |
|
| |
|
|
|
✔
|
| |
No guaranteed minimum payouts
|
| |
|
| |
|
|
|
✔
|
| |
Capped incentive awards
|
| |
|
| |
|
|
|
Recent Enhancements:
|
| |
|
|
■
|
Re-designed long-term equity incentive program to consist of 50% RSUs and 50% PSUs
|
■
|
Engaged new compensation consultant as a result of routine RFP process
|
■
|
Targeted total compensation at median of peer group
|
■
|
Aligned executive pay targets with transformation plan and long-term strategy
|
■
|
Reviewed and made adjustments to peer group to align to Company size and other factors
|
|
Pay for Performance
|
| |
➟
|
| |
Tie a significant portion of each named executive officer’s target annual compensation to corporate and individual performance.
|
|
|
Alignment with Stockholders’ Interests
|
| |
➟
|
| |
Reward performance that meets or exceeds the performance goals established by the Compensation Committee to increase stockholder value.
|
|
|
Variation Based on Performance
|
| |
➟
|
| |
Emphasize variable pay opportunities that are primarily based on performance over fixed pay. Total compensation varies based on corporate and individual performance, measured against annual and long-term goals.
|
|
|
Culture that Attracts, Motivates and Retains Key Talent
|
| |
➟
|
| |
Build an inclusive and high-performance culture with an engaged workforce, where employees are motivated to do their best work every day.
|
|
|
■
|
| |
Corporate Governance Guidelines
|
| |
■
|
| |
Compensation Committee Charter
|
|
|
|
| |
|
| |
|
| |
|
|
|
■
|
| |
Code of Business Conduct and Ethics
|
| |
■
|
| |
Audit Committee Charter
|
|
|
|
| |
|
| |
|
| |
|
|
|
■
|
| |
Code of Ethics for Senior Management
|
| |
■
|
| |
Nominating and Corporate Governance Committee Charter
|
|
|
Director
|
| |
Board of
Directors
|
| |
Audit
Committee
|
| |
Compensation
Committee
|
| |
Nominating and
Corporate
Governance
Committee
|
|
|
Ben Baldanza♦
|
| |
|
| |
|
| |
|
| |
|
|
|
Selim Bassoul♦
|
| |
|
| |
|
| |
|
| |
|
|
|
Esi Eggleston Bracey
|
| |
|
| |
|
| |
|
| |
|
|
|
Kurt M. Cellar♦*
|
| |
|
| |
|
| |
|
| |
|
|
|
Nancy A. Krejsa*
|
| |
|
| |
|
| |
|
| |
|
|
|
Michael Spanos
|
| |
|
| |
|
| |
|
| |
|
|
|
Enrique Ramirez♦
|
| |
|
| |
|
| |
|
| |
|
|
|
Richard W. Roedel♦*
|
| |
|
| |
|
| |
|
| |
|
|
|
Arik Ruchim
|
| |
|
| |
|
| |
|
| |
|
|
|
♦
|
| |
Audit Committee Financial Expert
|
|
|
|
| |
Chair
|
|
|
|
| |
Member
|
|
|
*
|
| |
Retiring director
|
|
|
Audit Committee
|
| |
Met 9 times in 2020
|
| ||||||
|
Chair
Enrique Ramirez
|
| |
Members
Ben Baldanza
Selim Bassoul
|
| |
Esi Eggleston Bracey
Kurt M. Cellar
|
| |
Richard W. Roedel
|
|
|
Primary Responsibilities
The Audit Committee assists the Board in its oversight of:
■ the accounting and financial reporting process including the audits of the financial statements;
■ the accounting and internal control policies and procedures;
■ the qualifications, independence, and performance of the independent registered public accounting
firm, and the performance of the internal audit function and the internal auditors;
■ risks that may have a significant impact on the financial statements including risk assessment and
risk management policies;
■ legal and regulatory compliance;
■ safety policies and procedures; and
■ the information technology program including network and data security.
The Audit Committee amended its charter in 2021 to specify oversight of management’s implementation of the Company’s Environmental, Social, and Governance (“ESG”) program, including initiatives related to diversity, equity, and inclusion, as part of its responsibilities. Financial Expertise and Independence All members of the Audit Committee are independent within the meaning of Securities and Exchange Commission (“SEC”) regulations. The Board has determined that five members of the Audit Committee are audit committee financial experts in accordance with SEC regulations and that all members of the Audit Committee have the accounting and related financial management expertise required by the NYSE for service on the committee. Other Committee Service The Board amended the Corporate Governance Guidelines and the Audit Committee Charter in 2020 to provide that members of the Audit Committee may not serve on the audit committee of more than three public companies, including the Company, without the consent and approval of the Board, after determination by both the Nominating and Corporate Governance Committee and the Board that such simultaneous service will not impair the director’s ability to serve effectively on the Company’s Audit Committee. Mr. Roedel serves on the audit committees of three other public companies in addition to serving on the Company's Audit Committee. At the time of the amendments, the Board determined that such service did not impair Mr. Roedel's ability to effectively serve on the Company's Audit Committee through the Annual Meeting. None of the other members of the Audit Committee currently serve on the audit committee of more than three public companies including the Company. Report The report of the Audit Committee is set forth on page 28 of this Proxy Statement. |
|
|
Compensation Committee
|
| |
Met 7 times in 2020
|
| ||||||
|
Chair
Ben Baldanza
|
| |
Members
Esi Eggleston Bracey
Kurt M. Cellar
|
| |
Enrique Ramirez
Arik Ruchim
|
| |
|
|
|
Primary Responsibilities
■ review and approve the compensation of the Company’s executive officers;
■ evaluate the design and effectiveness of the Company’s incentive programs and monitor risks related
to such programs;
■ evaluate the performance of the Chief Executive Officer in light of corporate goals and objectives,
and recommend to the Board the compensation of the Chief Executive Officer;
■ review and approve equity awards and other fixed and performance-based compensation, benefits, and terms of employment of the executive officers and such other senior executives identified by the
Compensation Committee;
■ review and approve employment and severance arrangements for executive officers; and
■ review and assess the results of stockholder advisory votes on executive compensation.
Independence The Board has determined that each member of the Compensation Committee is a “non-employee director” as defined in Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and meets the independence requirements of the NYSE. Delegation The Compensation Committee may delegate any of its responsibilities to a subcommittee so long as such subcommittee is comprised solely of Compensation Committee members. No such delegation with respect to executive compensation was made in 2020. In addition, the Compensation Committee has the direct responsibility for the appointment, termination, compensation, and oversight of any compensation or benefits consultants retained by the Company with respect to executive compensation. Report The report of the Compensation Committee is set forth on page 44 of this Proxy Statement. |
|
|
Nominating and Corporate Governance Committee
|
| |
Met 10 times in 2020
|
| ||||||
|
Chair
Selim Bassoul
|
| |
Members
Ben Baldanza
Nancy A. Krejsa
|
| |
Richard W. Roedel
Arik Ruchim
|
| |
|
|
|
Primary Responsibilities
■ assist the Board in identifying qualified individuals to become directors of the Company;
■ review and make recommendations regarding the overall composition of the Board and its
committees;
■ regularly review the overall corporate governance of the Company and make recommendations to
the Board on corporate governance matters;
■ recommend to the Board a slate of nominees for election or re-election to the Board at each annual
meeting of stockholders;
■ oversee the implementation of a succession plan for the Chief Executive Officer and other senior
executives; and
■ coordinate and oversee the annual self-evaluation process for the Board and committees.
In 2020, a Stockholder Relations Subcommittee was established as a temporary committee to serve until the Annual Meeting. It was composed of Ms. Krejsa and Messrs. Baldanza and Bassoul. The purpose of the subcommittee was to assist the Nominating and Corporate Governance Committee and the Board with its oversight responsibilities related to stockholder relations and engagement. Following its elimination, the Company’s engagement with its stockholders will continue to be the responsibility of the Nominating and Corporate Governance Committee. Independence The Board has determined that each member of the Nominating and Corporate Governance Committee is independent within the meaning of the SEC and NYSE requirements. |
|
■
|
Selim Bassoul, independent Non-Executive Chairman;
|
■
|
Michael Spanos, President and Chief Executive Officer; and
|
■
|
Seven other directors, all of whom are independent.
|
■
|
The Audit Committee assists the Board in its oversight of risks that have a significant impact on the Company’s financial statements; is responsible for reviewing the Company’s policies and practices
|
■
|
The Compensation Committee monitors risks associated with the design and administration of the Company’s compensation programs and practices, including evaluating equity awards and establishing performance goals.
|
■
|
The Nominating and Corporate Governance Committee oversees risks related to the Company’s corporate governance, including ensuring the Board’s continued ability to provide independent oversight of management.
|
■
|
Accountability: Driving and supporting strong corporate governance and Board practices to ensure oversight, accountability, and good decision making.
|
■
|
Transparency: Maintaining high levels of transparency on a range of financial, executive compensation, and governance issues to build trust, and sustaining two-way dialogue that supports the Company’s business success.
|
■
|
Engagement: Proactively engaging with stockholders in conversations on a variety of topics to identify emerging trends and issues to inform the Company’s thinking and approach.
|
|
Area of Concern
|
| |
|
| |
Actions Taken
|
|
|
Disclosure of incentive plan performance goals
|
| |
■
|
| |
Enhanced disclosures around the annual and long-term equity programs
|
|
|
Consideration of other performance conditions for the annual incentive plan
|
| |
■
|
| |
Replaced the net debt performance measure with revenue growth for 2020, to further align the annual incentive with the business strategy and key performance indicators
|
|
|
Area of Concern
|
| |
|
| |
Actions Taken
|
|
|
|
| |
■
|
| |
Made additional changes for 2021; see “Compensation Discussion and Analysis—Changes to Compensation Program Structure”
|
|
|
Alignment between pay and performance
|
| |
■
|
| |
Reviewed goal-setting process to ensure that performance goals strike the right balance between being feasible and stretching, as well as motivating the right behaviors from management
|
|
|
|
| |
■
|
| |
Aligned performance targets to the long-term strategy and transformation plan
|
|
|
Long-term equity awards
|
| |
■
|
| |
Revised long-term equity incentive program to consist of PSUs and RSUs in 2021
|
|
|
Standalone clawback policy
|
| |
■
|
| |
Adopted policy allowing Board to recoup certain incentive-based compensation in the event of a material restatement of the Company’s financial statements or specific acts of improper conduct
|
|
|
Board refreshment and diversity
|
| |
■
|
| |
Added five new independent directors in 2020, of whom one is a Black woman and one is Hispanic
|
|
|
Enhanced stockholder rights
|
| |
■
|
| |
Submitted Company proposals as part of this Proxy Statement to (1) allow stockholders to act by written consent and (2) eliminate supermajority voting requirement to amend Bylaws
|
|
■
|
A prohibition against “short sales” (i.e., the sale of securities that are not owned) and “selling short against the box” (i.e., a sale with a delayed delivery).
|
■
|
A prohibition against engaging in transactions in publicly traded options, such as puts and calls, and other derivative securities.
|
■
|
A guideline that standing orders should be used for only a very brief period of time.
|
■
|
A prohibition against holding Company securities in a margin account or pledging Company securities as collateral for loans.
|
■
|
A prohibition against hedging or monetization transactions such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, and other derivative instruments, or through the establishment of a short position in Company securities.
|
■
|
Resources and education to ensure safe and secure operating environments at the parks, as well as to improve overall workplace safety and health;
|
■
|
A highly trained workforce that proactively assesses risks, strives to eliminate unsafe conditions, and integrates learning from incidents to prevent future occurrences; and
|
■
|
Dedicated leadership, accountability, and employee empowerment.
|
■
|
Promoting science and math and hands-on learning for students at in-park science, technology, and engineering programs;
|
■
|
Sponsoring and coordinating donations of toys, books, and food through the parks;
|
■
|
Honoring the service of U.S. military personnel and their families by offering complimentary and/or discounted admission to the parks; and
|
■
|
Hosting special events to support various charities whose mission focuses on improving health and quality of life, and supporting those affected by natural disasters.
|
|
|
| |
Amount($)
|
|
|
Cash Retainer
|
| |
70,000
|
|
|
Equity Retainer(1)
|
| |
160,000
|
|
|
Non-Executive Chair Equity Retainer(1)
|
| |
100,000
|
|
|
Audit Committee Chair Retainer
|
| |
25,000
|
|
|
Compensation Committee Chair Retainer
|
| |
25,000
|
|
|
Nominating and Corporate Governance Committee Chair Retainer
|
| |
15,000
|
|
|
Risk Oversight Committee Chair Retainer(2)
|
| |
6,141
|
|
|
Audit Committee Member Retainer
|
| |
12,500
|
|
|
Compensation Committee Member Retainer
|
| |
10,000
|
|
|
Nominating and Corporate Governance Committee Member Retainer
|
| |
7,500
|
|
|
Risk Oversight Committee Member Retainer(2)
|
| |
3,071
|
|
(1)
|
Granted in the form of restricted stock awards determined by dividing the amount of the equity retainer by the closing price of the Company’s common stock on the date of grant. The restricted stock vests in full on the earlier of the day immediately prior to the first annual meeting of stockholders after the date of grant or the first anniversary of the date of grant if the director continues to serve as a director through such date (or on the earlier of the death or disability of such director).
|
(2)
|
The amounts for the Risk Oversight Committee reflect compensation from September 2020 through year end. With the anticipated reduction in the size of the Board as of the Annual Meeting, the Board determined that the most effective means for oversight of the Company’s risks was to maintain the responsibility with the Audit Committee, and the Risk Oversight Committee was eliminated in February 2021.
|
|
Director
|
| |
Fees Earned
or Paid
in Cash($)(1)(2)
|
| |
Stock
Awards($)(3)(4)
|
| |
Total($)
|
|
|
Ben Baldanza
|
| |
82,507
|
| |
185,047
|
| |
267,554
|
|
|
Selim Bassoul
|
| |
74,615
|
| |
185,047
|
| |
259,662
|
|
|
Esi Eggleston Bracey
|
| |
34,484
|
| |
119,987
|
| |
154,471
|
|
|
Kurt M. Cellar
|
| |
104,128
|
| |
160,007
|
| |
264,135
|
|
|
Nancy A. Krejsa
|
| |
88,970
|
| |
160,007
|
| |
248,977
|
|
|
Jon L. Luther(5)
|
| |
27,912
|
| |
—
|
| |
27,912
|
|
|
Usman Nabi(5)
|
| |
4,375
|
| |
—
|
| |
4,375
|
|
|
Stephen D. Owens(5)
|
| |
37,507
|
| |
—
|
| |
37,507
|
|
|
Enrique Ramirez
|
| |
35,251
|
| |
119,987
|
| |
155,238
|
|
|
Richard W. Roedel
|
| |
97,495
|
| |
260,000
|
| |
357,495
|
|
|
Arik Ruchim(6)
|
| |
—
|
| |
—
|
| |
—
|
|
(1)
|
The following table sets forth the components of annual cash compensation earned by each non-employee director in 2020:
|
|
|
| |
|
| |
Committees
|
| |
|
| |||||||||
|
Director
|
| |
Retainer($)
|
| |
Audit
Committee
Chair /
Member($)
|
| |
Compensation
Committee
Chair /
Member($)
|
| |
Nominating
Corporate
Governance
Chair /
Member($)
|
| |
Risk Oversight
Committee Chair
/ Member($)
|
| |
Total Cash
Amount($)
|
|
|
Ben Baldanza
|
| |
59,615
|
| |
—
|
| |
17,266
|
| |
5,625
|
| |
—
|
| |
82,506
|
|
|
Selim Bassoul
|
| |
59,615
|
| |
9,375
|
| |
—
|
| |
5,625
|
| |
—
|
| |
74,615
|
|
|
Esi Eggleston Bracey
|
| |
28,342
|
| |
—
|
| |
3,071
|
| |
—
|
| |
3,071
|
| |
34,484
|
|
|
Kurt M. Cellar
|
| |
70,000
|
| |
25,000
|
| |
6,511
|
| |
2,617
|
| |
—
|
| |
104,128
|
|
|
Nancy A. Krejsa
|
| |
70,000
|
| |
6,578
|
| |
—
|
| |
6,250
|
| |
6,141
|
| |
88,969
|
|
|
Jon L. Luther
|
| |
24,423
|
| |
—
|
| |
3,489
|
| |
—
|
| |
—
|
| |
27,912
|
|
|
Usman Nabi
|
| |
—
|
| |
—
|
| |
2,500
|
| |
1,875
|
| |
—
|
| |
4,375
|
|
|
Stephen D. Owens
|
| |
24,423
|
| |
4,361
|
| |
8,723
|
| |
—
|
| |
—
|
| |
37,507
|
|
|
Enrique Ramirez
|
| |
28,342
|
| |
3,838
|
| |
—
|
| |
—
|
| |
3,071
|
| |
35,251
|
|
|
Richard W. Roedel
|
| |
69,995
|
| |
12,500
|
| |
—
|
| |
15,000
|
| |
—
|
| |
97,495
|
|
|
Arik Ruchim
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
(2)
|
In light of the COVID-19 pandemic and to conserve cash, no cash compensation for service on the Board or committees was paid for the second, third and fourth quarters of 2020. Such 2020 cash compensation was paid to each director in January 2021 in cash or stock at the director’s election. Both the current and former Chair elected to take all such compensation in the form of stock, and four of the other paid directors elected to take at least a portion of their 2020 cash compensation in the form of stock. Accordingly, Messrs. Baldanza, Bassoul, Ramirez and Roedel, Ms. Bracey, and Ms. Krejsa, received 1,102 shares, 1,973 shares, 824 shares, 603 shares, 1,008 shares, and 2,041 shares, respectively, on January 29, 2021.
|
(3)
|
The dollar value represents the aggregate grant date fair value computed in accordance with stock-based accounting rules (Financial Standards Accounting Board ASC Topic 718) of the restricted stock awards granted to directors in 2020. Dividends, if any, on unvested restricted stock accumulate and are paid on or about the time that the shares of common stock underlying the restricted stock are delivered. The assumptions used in the calculation of these amounts are discussed in Note 10 to the Company’s consolidated financial statements included in the annual report on Form 10-K for the fiscal year ended December 31, 2020 (the “Form 10-K”).
|
(4)
|
As of December 31, 2020, Messrs. Baldanza, Bassoul and Cellar, and Ms. Krejsa had outstanding 8,417 shares of restricted stock, and Ms. Bracey and Mr. Ramirez had outstanding 6,976 shares of restricted stock, all of which vest on May 4, 2021. In December 2020, Mr. Roedel transferred 13,677 outstanding shares of restricted stock to his spouse, which vest on May 4, 2021. The grant date fair value of such awards is reflected in the 2020 Non-Employee Director Compensation Table. There are no outstanding stock option awards for any non-employee director.
|
(5)
|
Messrs. Luther and Owens resigned as directors effective May 6, 2020. Mr. Nabi resigned as a director effective January 30, 2020.
|
(6)
|
Mr. Ruchim previously advised the Board that he did not wish to receive any director fees because his interests are already highly aligned with stockholders due to his position with H Partners, LP, a significant stockholder of the Company.
|
|
Name
|
| |
Age as of March 1, 2021
|
| |
Position with the Company
|
|
|
Ben Baldanza
|
| |
59
|
| |
Director
|
|
|
Selim Bassoul
|
| |
64
|
| |
Chairman of the Board
|
|
|
Esi Eggleston Bracey
|
| |
50
|
| |
Director
|
|
|
Denise M. Clark
|
| |
63
|
| |
Director Nominee
|
|
|
Enrique Ramirez
|
| |
49
|
| |
Director
|
|
|
Arik Ruchim
|
| |
40
|
| |
Director
|
|
|
Michael Spanos
|
| |
56
|
| |
Director, President, and Chief Executive Officer
|
|
Ben Baldanza, age 59
|
Director since: February 2020
|
Mr. Baldanza is Chief Executive Officer of Diemacher LLC, an advisory firm helping businesses restructure, raise revenues, and reduce costs. From 2006 to 2016, Mr. Baldanza served as the President and Chief Executive Officer, and as a director, of Spirit Airlines, Inc., a low cost airline. Prior to joining Spirit Airlines, Inc., Mr. Baldanza held positions in finance, marketing, and operations at various airlines. He currently serves as a director and Chairman of the Audit Committee of JetBlue Airways Corporation. He is also an operating partner with Sterling Investment Partners, a private equity firm, and an Adjunct Professor of Economics at George Mason University. He holds a B.A. from Syracuse University and an M.A. in Public Administration from Princeton University. Mr. Baldanza brings to the Board extensive financial, commercial, and operational experience with expertise in strategic planning, financial planning, budgeting, revenue management, productivity, human resources, and labor relations.
|
Selim Bassoul, age 64
|
Chairman of the Board
|
Director since: February 2020
|
Mr. Bassoul served as President and Chief Executive Officer, and Chairman of The Middleby Corporation, a manufacturer of food service and processing equipment, from 2004 to 2019. Mr. Bassoul previously served on the boards of Confluence Outdoor, Piper Aircraft, Inc., and Scientific Protein Laboratories LLC. He holds a B.A. in Business Administration from the American University of Beirut, and an M.B.A. in Finance and Marketing from the Kellogg School of Management at Northwestern University. Mr. Bassoul is a valuable member of the Board because of his experience in the areas of culinary and food service, consumer information and insights, strategy, and mergers and acquisitions.
|
Esi Eggleston Bracey, age 50
|
Director since: August 2020
|
Ms. Bracey has served as Executive Vice President and Chief Operating Officer of North America Beauty and Personal Care at Unilever PLC, a multinational consumer goods company, since January 2018. Ms. Bracey was appointed as President Designee of Consumer Beauty at Coty Inc., a global beauty company, in November 2015, and served as President from October 2016 until March 2017. She previously served as Senior Vice President of Global Cosmetics at The Procter & Gamble Company, a worldwide consumer goods company, from August 2009 to October 2016. Ms. Bracey holds a B.A. in Engineering Sciences from Dartmouth College. Ms. Bracey is well qualified to serve on the Board based on her significant strategic management and marketing experience in the retail and consumer goods industry.
|
Denise M. Clark, age 63
|
Director Nominee
|
Ms. Clark served as Senior Vice President and Global Chief Information Officer for The Estée Lauder Companies Inc., a multinational manufacturer and marketer of prestige skincare, makeup, fragrance, and hair products, from November 2012 until her retirement in March 2017. Prior to that role, Ms. Clark served as Senior Vice President and Chief Information Officer for Hasbro Inc., a multinational conglomerate with toy, board game, and media assets, from October 2007 to November 2012. Ms. Clark has over 20 years of experience in the delivery of enterprise resource planning, digital platforms, and innovative business transformation initiatives, with other prior experience at three other consumer goods companies: Mattel, Inc.; Warner Music Group, formerly a division of Time Warner Inc.; and Apple Inc. She currently serves as a director and Chair of the Nominating Committee of United Natural Foods, Inc., and served as a director and Chair of the Compensation Committee of Caesars Entertainment Corporation from 2018 to 2020. Prior to her business career, Ms. Clark served 13 years of active duty in the United States Navy. Ms. Clark holds a B.S. in Sociology from the University of Missouri and an M.B.A. from San Jose State University. Ms. Clark’s extensive background in consumer-facing businesses, particularly her expertise in information technology and business transformation, as well as her current and prior board experience will provide the Board valuable guidance on our strategic imperatives and corporate governance. Ms. Clark was recommended by two non-employee directors and considered among other candidates in a comprehensive search utilizing a third-party search firm.
|
Enrique Ramirez Mena, age 49
|
Director since: August 2020
|
Mr. Ramirez Mena currently serves as Managing Director/General Manager of Pizza Hut Latin America and Iberia, a division of Yum! Brands, Inc., a global restaurant operator including KFC, Pizza Hut, and Taco Bell brands. From January 2014 to April 2020, he served as Chief Financial Officer of Pizza Hut Global. Mr. Ramirez has held roles of increasing responsibility in finance and strategic development at Pizza Hut since 2010. Originally from Mexico City, he holds a B.A. in Economics from the Instituto Tecnologico Autonomo de Mexico and an M.B.A. from The Wharton School of the University of Pennsylvania. Mr. Ramirez brings strong financial expertise to the Board and provides insight into the Company’s operations, risks, and opportunities developed through his years of experience as an executive of a global restaurant operator.
|
Arik Ruchim, age 40
|
Director since: January 2020
|
Mr. Ruchim is a Partner at H Partners, LP, an investment management firm. Prior to joining H Partners in 2008, Mr. Ruchim was at Creative Artists Agency and Cruise/Wagner Productions. Mr. Ruchim currently serves as a director of Tempur Sealy International, Inc., the world’s largest bedding provider, where he serves as a member of its Nominating and Corporate Governance Committee and its Compensation Committee, and as a member of the University of Michigan’s Tri-State Leadership Council, a group dedicated to enhancing educational opportunities for undergraduate and graduate students. Mr. Ruchim previously served as a director of Remy International, Inc., a global manufacturer of automotive parts, and as a director of Dick Clark Productions, a television production company. Mr. Ruchim has a Bachelor of Business Administration with Distinction from the University of Michigan. Mr. Ruchim brings to the Board a strong business acumen and extensive investment experience, as well as a vigorous record of stockholder value creation.
|
Michael Spanos, age 56
|
President and Chief Executive Officer
|
Director since: October 2019
|
Mr. Spanos became President and Chief Executive Officer of the Company in November 2019. Prior to joining the Company, Mr. Spanos served as the Chief Executive Officer, Asia, Middle East and North Africa, of PepsiCo, Inc., a leading global food and beverage company, from January 2018 to November 2019. Mr. Spanos previously served as interim head of PepsiCo, Inc.’s Asia, Middle East and North Africa division from October 2017 to January 2018 and as President and Chief Executive Officer, PepsiCo Greater China Region, from September 2014 to January 2018. Prior to that, Mr. Spanos served as Senior Vice President and Chief Customer Officer, PepsiCo North America Beverages from October 2011 to September 2014. Mr. Spanos previously held management roles of increasing responsibility at PepsiCo, Inc. since 1993 in North America, Europe, Asia, and the Middle East. Before joining PepsiCo, Inc., Mr. Spanos served in the United States Marine Corps from 1987 to 1993. Mr. Spanos holds a B.S. degree from the U.S. Naval Academy and a Master’s degree in Organizational Behavior from the University of Pennsylvania. Mr. Spanos’s leadership skills, operational experience across multiple geographies, and strategic acumen leading transformational agendas, make him a valuable member of the Board.
|
|
FOR
✔
|
| |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF ALL OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.
|
|
■
|
The Audit Committee has reviewed and discussed with management the Company’s audited consolidated financial statements and management’s assessment of the effectiveness of the Company’s internal controls over financial reporting.
|
■
|
The Audit Committee has discussed with KPMG LLP, the Company’s independent auditor, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.
|
■
|
The Audit Committee has received written disclosures and the letter from KPMG LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG LLP’s communications with the Audit Committee concerning independence and has discussed with KPMG LLP its independence.
|
|
Name
|
| |
Title
|
|
|
Michael Spanos
|
| |
President and Chief Executive Officer
|
|
|
Sandeep Reddy
|
| |
Executive Vice President, Chief Financial Officer
|
|
|
Laura W. Doerre
|
| |
Executive Vice President, General Counsel, and Chief Administrative Officer
|
|
|
Marshall Barber
|
| |
Former Chief Financial Officer
|
|
|
Leonard A. Russ
|
| |
Current Senior Vice President, Operations Services, Former Interim Chief Financial Officer
|
|
|
Brett Petit
|
| |
Former Senior Vice President, Marketing & Sales
|
|
|
Catherine Aslin
|
| |
Former Senior Vice President, Human Resources
|
|
■
|
Modernizing the guest experience through technology,
|
■
|
Continuously improving operational efficiency, and
|
■
|
Driving financial excellence.
|
1
|
As explained in the Form 10-K, information reconciling forward-looking Adjusted EBITDA to net (loss) income is unavailable to the Company without unreasonable effort. The Company is not able to provide reconciliations of Adjusted EBITDA to net (loss) income because certain items required for such reconciliations are outside of the Company’s control and/or cannot be reasonably predicted, such as depreciation, amortization and the provision for income taxes. Preparation of such reconciliations would require a forward-looking balance sheet, statement of income and statement of cash flow, prepared in accordance with GAAP, and such forward-looking financial statements are unavailable to the Company without unreasonable effort.
|
|
Annual Cash Incentive
|
| ||||||
|
Changes for 2020
|
| |
Changes for 2021
|
| |
Anticipated Future Changes
|
|
|
■ Updated performance criteria in February 2020 using a revenue growth metric (25% weighting) instead of the net debt metric previously used, maintained Adjusted EBITDA (50% weighting), guest satisfaction (12.5% weighting), and safety (12.5%
weighting) metrics.
■ Retained, but modified, an Adjusted EBITDA performance gate; if Adjusted EBITDA did not meet or exceed the gate, no annual incentives would be earned, regardless of achievement of
the other metrics.
■ Due to the pandemic, the Company did not achieve the Adjusted EBITDA gate of $382.5 million for 2020 and, as a result, no annual cash incentives were earned or
paid.
|
| |
■ In view of ongoing uncertainties due to the pandemic, focus on cash generation necessary to fuel growth and service the Company’s fixed obligations by adopting a modified cash flow metric (Adjusted EBITDA less capital expenditures; 75%
weighting).
■ Maintained guest satisfaction (12.5% weighting) and safety
(12.5% weighting) metrics.
■ Eliminated Adjusted EBITDA
gate.
|
| |
■ Once the business normalizes, will reconsider appropriate short-term financial metrics, but maintain guest satisfaction (12.5% weighting) and safety (12.5% weighting)
metrics.
|
|
|
Long-Term Equity Incentives
|
| ||||||
|
Changes for 2020
|
| |
Changes for 2021
|
| |
Anticipated Future Changes
|
|
|
■ As previously disclosed, neither stock options nor Project awards were used in the design of the long-term
incentive program for 2020.
■ Revised program was originally designed to consist of 50% restricted stock units (“RSUs”) and 50% performance stock units (“PSUs”). The Compensation Committee believes that a combination of RSUs and PSUs better aligns with current market practice and stockholder interests, and will enhance the Company’s ability to drive stockholder value while attracting, retaining, and motivating
leadership talent.
■ Due to the uncertainty created by the impact of the pandemic at the time the Compensation Committee was considering the performance criteria for the long-term incentive plan, the Compensation Committee determined that it was impracticable to establish meaningful long-term performance metrics. Instead, the 2020 grants to named executive officers consisted 100% of RSUs to motivate leading the business to recovery and growth and to provide a more effective
retention tool.
|
| |
■ Returned to original intent of
50% RSUs and 50% PSUs.
■ RSUs will vest 1/3 per year over three years, and PSUs will vest on the third anniversary of the grant, provided the applicable
performance criteria are met.
■ PSU targets are based upon Adjusted EBITDA (60%) and Revenue (40%) achieved in the third year of the plan (2023), in each case aligned with the goals of the
transformation plan.
■ PSUs will vest in a range of 0-200% of target, with threshold achievement resulting in 50% vesting and maximum achievement resulting in 200% percent vesting; achievement of target in the second year of the plan will result in an enhancement but in no event to exceed 200% of target in the
aggregate.
|
| |
■ Will continue with 50% RSUs and 50% PSUs for named
executive officers.
■ RSUs will vest 1/3 per year over three years, and PSUs will vest on the third anniversary of the grant, provided the applicable
performance criteria are met.
■ Performance criteria to be aligned with the transformation plan and long-term strategic plan; specific
criteria to be determined.
|
|
|
Attract, Retain, and Motivate Leadership Talent
|
| |
•
|
| |
Establish fair and competitive compensation program
|
|
|
•
|
| |
Use multi-year vesting schedules for long-term equity grants
|
| |||
|
•
|
| |
Consider comparable market data as appropriate
|
| |||
|
Align Pay with Stockholder Interests
|
| |
•
|
| |
Tie a significant portion of total compensation opportunity to business and individual performance
|
|
|
•
|
| |
Maintain appropriate mix of fixed and performance-based compensation
|
| |||
|
•
|
| |
Avoid encouraging unnecessary and excessive risk-taking
|
| |||
|
Drive Company Performance
|
| |
•
|
| |
Reward named executive officers for meeting or exceeding Company’s growth and strategic objectives
|
|
|
•
|
| |
Tie short-term incentives closely to Company’s performance
|
| |||
|
•
|
| |
Balance short-term and long-term compensation elements to motivate and reward superior performance and execution of business strategy
|
|
|
What We Do:
|
| |
What We Do Not Do:
|
| ||||||
|
✔
|
| |
Pay for performance
|
| |
✘
|
| |
Dividends on equity paid prior to vesting
|
|
|
✔
|
| |
Annual Say-on-Pay vote
|
| |
✘
|
| |
Hedging and pledging of Company stock
|
|
|
✔
|
| |
Annual review of peer group
|
| |
✘
|
| |
Tax gross-ups upon change of control
|
|
|
✔
|
| |
Limited perquisites
|
| |
✘
|
| |
Repricing of stock options without stockholder approval
|
|
|
✔
|
| |
Stock ownership guidelines
|
| |
|
| |
|
|
|
✔
|
| |
Clawback policy
|
| |
|
| |
|
|
|
✔
|
| |
Double trigger for vesting on change in control
|
| |
|
| |
|
|
|
✔
|
| |
No guaranteed minimum payouts
|
| |
|
| |
|
|
|
✔
|
| |
Capped incentive awards
|
| |
|
| |
|
|
■
|
Enhanced compensation disclosures – the Company has continued to more clearly describe the elements of its compensation program, including long-term equity awards.
|
■
|
Compensation benchmarking – the Compensation Committee benchmarks total compensation of the named executive officers to the median of its peer group.
|
■
|
Reinvigorated annual incentive plan and new long-term equity incentive plan for 2021 – the Compensation Committee, in consultation with the independent compensation consultant and senior management, is continuing to design changes to both the annual and long-term incentive plans. The Company believes that these changes better align with current market practice and stockholder expectations, as well as strengthen the link between pay and performance. See “—Changes to Compensation Program Structure.”
|
■
|
No future Project awards – the Company has not announced any new Projects since 2016 and does not intend to grant Project awards in the future.
|
|
|
| |
AMC Entertainment Holdings, Inc.
|
| |
|
| |
Live Nation Entertainment, Inc.
|
|
|
|
| |
Boyd Gaming Corporation
|
| |
|
| |
Marriott Vacations Worldwide Corporation
|
|
|
|
| |
Cedar Fair, L.P.
|
| |
|
| |
Norwegian Cruise Line Holdings Ltd.
|
|
|
|
| |
Choice Hotels International, Inc.
|
| |
|
| |
Penn National Gaming, Inc.
|
|
|
|
| |
Churchill Downs Incorporated
|
| |
|
| |
SeaWorld Entertainment, Inc.
|
|
|
|
| |
Cinemark Holdings, Inc.
|
| |
|
| |
Texas Roadhouse, Inc.
|
|
|
|
| |
Dave & Buster’s Entertainment, Inc.
|
| |
|
| |
The Madison Square Garden Company
|
|
|
|
| |
Eldorado Resorts, Inc.
|
| |
|
| |
Vail Resorts, Inc.
|
|
|
|
| |
IMAX Corporation
|
| |
|
| |
World Wrestling Entertainment, Inc.
|
|
(1)
|
Source: S&P CapIQ
|
*
|
Pursuant to Mr. Spanos’ employment agreement, his target annual incentive is 150% of base salary. In February 2020, the Company and Mr. Spanos agreed that he would not be eligible for an annual incentive in 2020, and his employment agreement was amended accordingly.
|
|
Executive
|
| |
Contractual Base
Salary Rate($)
|
| |
Adjusted Base
Salary Rate($)
|
|
|
Michael Spanos
|
| |
1,150,000
|
| |
862,500
|
|
|
Sandeep Reddy
|
| |
650,000
|
| |
487,500
|
|
|
Laura W. Doerre
|
| |
650,000
|
| |
487,500
|
|
|
Leonard A. Russ
|
| |
450,000
|
| |
337,500
|
|
|
Objective
|
| |
Weight
|
| |
Target Goal
|
| |||
|
Adjusted EBITDA
|
| |
50.0%
|
| |
$447 million
|
| |||
|
Revenue Growth
|
| |
25.0%
|
| |
$1,486 million
|
| |||
|
Guest Satisfaction
|
| |
12.5%
|
| |
■
|
| |
2020 guest satisfaction score equals or exceeds 2019 guest satisfaction score, or
|
|
|
■
|
| |
2020 guest satisfaction score is higher than a specified target
|
| ||||||
|
Safety
|
| |
12.5%
|
| |
■
|
| |
2020 guest safety perception score exceeds 8.0 and quality assessment review standards met, and
|
|
|
■
|
| |
2020 workers compensation claims lower than a specified target
|
| ||||||
|
Total
|
| |
100%
|
| |
|
|
|
Executive
|
| |
Target Annual
Incentive
|
| |
Target Annual
Incentive($)
|
| |
Actual
Annual
Incentive($)
|
|
|
Michael Spanos(1)
|
| |
150% of base salary
|
| |
—
|
| |
—
|
|
|
Sandeep Reddy(2)
|
| |
90% of base salary
|
| |
585,000
|
| |
—
|
|
|
Laura W. Doerre
|
| |
90% of base salary
|
| |
585,000
|
| |
—
|
|
|
Marshall Barber
|
| |
75% of base salary
|
| |
425,625
|
| |
—
|
|
|
Leonard A. Russ
|
| |
62.5% of base salary
|
| |
281,250
|
| |
—
|
|
|
Brett Petit
|
| |
62.5% of base salary
|
| |
325,000
|
| |
—
|
|
|
Catherine Aslin
|
| |
62.5% of base salary
|
| |
225,000
|
| |
—
|
|
(1)
|
In February 2020, the Company and Mr. Spanos agreed that he would not be eligible for an annual incentive in 2020, and his employment agreement was amended accordingly.
|
(2)
|
Mr. Reddy’s employment agreement provides that his 2020 target annual incentive would be prorated for the portion of 2020 that his agreement was in effect.
|
■
|
Restricted Stock Units. RSUs are purely time-vesting awards and typically vest one-third on each of the first three anniversaries of the grant date. RSUs align management’s interests with those of stockholders by growing in value as the Company’s stock price increases. Due to the uncertainty created by the impact of the COVID-19 pandemic, the annual grant for 2020, which was awarded to all eligible full-time employees, consisted 100% of RSUs.
|
■
|
Performance Stock Units. PSUs offer the potential for meaningful compensation for proven performance measured over an extended period of time. The PSUs will not vest until the date specified in the award agreement and, consistent with the Company’s core principle of providing pay for performance, are forfeited if the established performance criteria are not achieved. PSUs vest in a range of 0% to 200% of the target award. No PSUs vest unless a minimum threshold is achieved with respect to a performance metric, and only 50% vest at threshold levels. PSUs vest at target levels with achievement of target performance, and at two times target with achievement at maximum levels. Achievement between threshold, target, or maximum levels results in pro rata vesting.
|
■
|
Stock Options. Stock options vest 25% on each of the first four anniversaries of the grant date. The stock options have a term of ten years and, in all instances, an exercise price of not less than the closing price of the Company’s common stock on the date the stock options are granted. The Compensation Committee believes that stock options are aligned with the long-term interests of stockholders because the stock options have no value to the named executive officers unless the market value of the Company’s common stock increases after the grant date. As discussed below under “Dividend Equivalent Rights,” unvested stock options have Dividend Equivalent Rights associated with them, which are not paid until the options vest. No stock options were granted to any named executive officers in 2020.
|
■
|
Dividend Equivalent Rights. In order for equity award recipients to participate in any dividends paid on the Company’s common stock, the Compensation Committee determined to grant holders of the Company’s unvested stock options and certain restricted stock units, with Dividend Equivalent Rights (“DERs”). No DERs are paid to any holders with respect to any unvested awards until such awards vest. The stock option DERs provide for issuance of shares of stock to holders of unvested stock options in a value equal to any dividends, if and when dividends are declared and paid, on the common stock from the grant date through the date of option vesting, and such shares are paid only once vesting occurs. In April 2020, the Company suspended payment of dividends on its common stock.
|
■
|
Enhance the Company’s value in a consolidation transaction by helping retain and stabilize the management team during periods of uncertainty.
|
■
|
Preserve the objectivity of the Company’s management team if they are negotiating and executing a consolidation transaction.
|
■
|
Keep the management team focused on the Company’s business instead of their personal financial situation.
|
|
Senior Executive
|
| |
Ownership Guideline
Multiple
|
|
|
Chief Executive Officer
|
| |
6x base salary
|
|
|
Other Senior Executives
|
| |
2x base salary
|
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary(1)(2)
($)
|
| |
Bonus
($)
|
| |
Stock
Awards(3)
($)
|
| |
Option
Awards
($)
|
| |
Non-Equity
Incentive
Plan
Compensation
($)
|
| |
All Other
Compensation(4)
($)
|
| |
Total
($)
|
|
|
Michael Spanos
President and Chief Executive Officer
|
| |
2020
|
| |
939,916
|
| |
—
|
| |
6,306,400
|
| |
—
|
| |
—
|
| |
—
|
| |
7,246,316
|
|
|
2019
|
| |
132,692
|
| |
215,000
|
| |
1,999,998
|
| |
2,337,500
|
| |
—
|
| |
165,000
|
| |
4,850,190
|
| |||
|
Sandeep Reddy
Chief Financial Officer
|
| |
2020
|
| |
240,000
|
| |
—
|
| |
1,800,023
|
| |
—
|
| |
—
|
| |
—
|
| |
2,040,023
|
|
|
Laura W. Doerre
General Counsel & Chief Administrative Officer
|
| |
2020
|
| |
357,173
|
| |
330,000
|
| |
1,400,003
|
| |
—
|
| |
—
|
| |
215,293
|
| |
2,302,469
|
|
|
Marshall Barber
Former Chief Financial Officer
|
| |
2020
|
| |
384,154
|
| |
—
|
| |
305,880
|
| |
—
|
| |
—
|
| |
11,400
|
| |
701,434
|
|
|
2019
|
| |
553,000
|
| |
—
|
| |
208,829
|
| |
265,200
|
| |
—
|
| |
35,097
|
| |
1,062,126
|
| |||
|
2018
|
| |
538,000
|
| |
—
|
| |
141,972
|
| |
198,500
|
| |
324,416
|
| |
31,530
|
| |
1,234,418
|
| |||
|
Leonard A. Russ
Former Interim CFO,
Current Senior Vice President, Operations Services
|
| |
2020
|
| |
343,601
|
| |
—
|
| |
904,895
|
| |
—
|
| |
—
|
| |
7,293
|
| |
1,255,789
|
|
|
Brett Petit
Former Senior Vice President, Marketing & Sales
|
| |
2020
|
| |
362,346
|
| |
—
|
| |
709,736
|
| |
—
|
| |
—
|
| |
856,400
|
| |
1,928,482
|
|
|
2019
|
| |
510,000
|
| |
—
|
| |
102,180
|
| |
212,160
|
| |
—
|
| |
30,490
|
| |
854,830
|
| |||
|
2018
|
| |
502,000
|
| |
—
|
| |
99,654
|
| |
158,800
|
| |
252,257
|
| |
27,865
|
| |
1,040,576
|
| |||
|
Catherine Aslin
Former Senior Vice President, Human Resources
|
| |
2020
|
| |
264,461
|
| |
—
|
| |
706,713
|
| |
—
|
| |
—
|
| |
594,997
|
| |
1,566,171
|
|
|
2019
|
| |
347,500
|
| |
—
|
| |
58,481
|
| |
212,160
|
| |
—
|
| |
20,734
|
| |
638,875
|
| |||
|
2018
|
| |
340,000
|
| |
—
|
| |
30,301
|
| |
158,800
|
| |
170,851
|
| |
17,731
|
| |
717,683
|
|
(1)
|
Effective February 24, 2020, (a) Mr. Barber retired as Executive Vice President and Chief Financial Officer (and later retired from the Company effective August 31, 2020), and (b) Mr. Russ, formerly the Senior Vice President, Strategic Planning and Analysis, assumed the role of Interim Chief Financial Officer. Effective July 1, 2020, Mr. Reddy became the Chief Financial Officer and, effective August 1, 2020, Mr. Russ, formerly the Interim Chief Financial Officer, assumed the role of Senior Vice President, Operations Services. Effective March 9, 2020, Ms. Doerre became the Executive Vice President and General Counsel. Effective October 2, 2020, Ms. Aslin, formerly the Senior Vice President, Human Resources, and Mr. Petit, formerly the Senior Vice President, Marketing & Sales, resigned, and, effective October 1, 2020, Ms. Doerre assumed the additional duties of Chief Administrative Officer.
|
(2)
|
Messrs. Barber and Petit and Ms. Aslin deferred portions of their salary into the Supplemental 401(k) Plan as set forth in the 2020 Non-Qualified Deferred Compensation Table. The amounts in the Summary Compensation Table for 2020 reflect salary prior to any such deferrals.
|
(3)
|
The dollar amount represents the aggregate grant date fair value of the awards granted computed in accordance with the stock-based accounting rules (Financial Accounting Standards Board ASC Topic 718). The assumptions used in the calculation of these amounts are discussed in Note 10 to the Company’s consolidated financial statements included in the Form 10-K. These awards also include the DERs distributed to reflect the dividend equivalents that had accumulated with respect to stock options vesting during such period.
|
(4)
|
The amounts shown include 401(k) Plan matching contributions of 100% of the first 3% of salary contributions and 50% of the next 2% of salary contributions (subject to tax law limits), and Supplemental 401(k) Plan matching contributions for certain named executive officers as follows:
|
|
Executive
|
| |
401(k) Plan
Match
($)
|
| |
Supplemental
401(k) Plan
Match
($)
|
| |
Total
($)
|
|
|
Marshall Barber
|
| |
11,400
|
| |
—
|
| |
11,400
|
|
|
Leonard A. Russ
|
| |
7,293
|
| |
—
|
| |
7,293
|
|
|
Brett Petit
|
| |
11,400
|
| |
—
|
| |
11,400
|
|
|
Catherine Aslin
|
| |
9,701
|
| |
296
|
| |
9,997
|
|
|
|
| |
|
| |
Estimated Future
Payouts Under Non-Equity
Incentive Plan Awards(1)
|
| |
Estimated Future
Payouts Under
Equity Incentive Plan
Awards
|
| |
All Other
Stock
Awards:
No. of
Shares of
Stock or
Units
(#)
|
| |
All Other
Option
Awards:
No. of
Securities
Underlying
Options
(#)
|
| |
Exercise
or Base
Price of
Awards
($/Sh)
|
| |
Grant
Date
Fair
Value of
Stock
and
Option
Awards
($)
|
| ||||||||||||
|
Name
|
| |
Grant
Date
|
| |
Threshold
($)
|
| |
Target
($)
|
| |
Maximum
($)
|
| |
Threshold
(#)
|
| |
Target
(#)
|
| |
Maximum
(#)
|
| ||||||||||||
|
Michael
Spanos(1)
|
| |
5/6/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
315,623
|
| |
—
|
| |
—
|
| |
5,999,993
|
|
|
Sandeep
Reddy(2)
|
| |
—
|
| |
147,049
|
| |
294,098
|
| |
588,196
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
7/1/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
50,328
|
| |
—
|
| |
—
|
| |
1,000,017
|
| |||
|
7/1/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
40,262
|
| |
—
|
| |
—
|
| |
800,006
|
| |||
|
Laura W.
Doerre
|
| |
—
|
| |
292,500
|
| |
585,000
|
| |
1,170,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
3/9/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
31,546
|
| |
—
|
| |
—
|
| |
600,005
|
| |||
|
5/6/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
42,083
|
| |
—
|
| |
—
|
| |
799,998
|
| |||
|
Marshall Barber(3)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Leonard
A. Russ
|
| |
—
|
| |
140,625
|
| |
281,250
|
| |
562,500
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
4/1/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
6,135
|
| |
—
|
| |
—
|
| |
70,000
|
| |||
|
5/6/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
22,658
|
| |
—
|
| |
—
|
| |
430,729
|
| |||
|
8/1/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
17,252
|
| |
—
|
| |
—
|
| |
300,012
|
| |||
|
Brett Petit
|
| |
—
|
| |
162,500
|
| |
325,000
|
| |
650,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
5/6/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
22,658
|
| |
—
|
| |
—
|
| |
430,729
|
| |||
|
Catherine
Aslin
|
| |
—
|
| |
112,500
|
| |
225,000
|
| |
450,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
5/6/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
22,658
|
| |
—
|
| |
—
|
| |
430,729
|
|
(1)
|
As noted above, in February 2020, the Company and Mr. Spanos agreed that he would not be eligible for an annual incentive in 2020. No annual incentives were earned by any named executive officers for 2020. See “Compensation Discussion and Analysis—Elements of Compensation—Annual Incentives” for details regarding the annual incentive.
|
(2)
|
Annual incentive plan amounts shown are prorated pursuant to Mr. Reddy’s employment agreement, which provides that his 2020 target annual incentive would be prorated for the portion of 2020 that his agreement was in effect.
|
(3)
|
Mr. Barber entered into a Transition and Retirement Agreement, dated February 20, 2020, which did not provide for an annual incentive.
|
|
|
| |
|
| |
Option Awards
|
| |
Stock Awards
|
| |||||||||||||||||||||
|
Name
|
| |
Grant Date
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(1)
|
| |
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
| |
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)(2)
|
| |
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested(3)
($)
|
| |
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)
|
| |
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested(4)
($)
|
|
|
Michael Spanos
|
| |
11/18/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
10,000(5)
|
| |
351,800
|
|
|
11/18/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
28,954
|
| |
987,331
|
| |
—
|
| |
—
|
| |||
|
11/18/2019
|
| |
76,250
|
| |
228,750
|
| |
—
|
| |
46.05
|
| |
11/18/2029
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
11/18/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(6)
|
| |
247,050
|
| |
—
|
| |
—
|
| |||
|
11/18/2019
|
| |
30,000
|
| |
90,000
|
| |
—
|
| |
46.05
|
| |
11/18/2029
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
11/18/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(6)
|
| |
97,200
|
| |
—
|
| |
—
|
| |||
|
5/6/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
315,623
|
| |
10,762,744
|
| |
—
|
| |
—
|
| |||
|
Sandeep
Reddy
|
| |
7/1/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
50,328
|
| |
1,716,185
|
| |
—
|
| |
—
|
|
|
7/1/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
40,262
|
| |
1,372,934
|
| |
—
|
| |
—
|
| |||
|
Laura W.
Doerre
|
| |
3/9/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
31,546
|
| |
1,075,719
|
| |
—
|
| |
—
|
|
|
5/6/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
42,083
|
| |
1,485,030
|
| |
—
|
| |
—
|
| |||
|
Marshall
Barber
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Leonard A.
Russ
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
7,000(7)
|
| |
308,420
|
|
|
8/24/2014
|
| |
2,500
|
| |
—
|
| |
—
|
| |
37.54
|
| |
8/24/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
8/24/2015
|
| |
4,000
|
| |
—
|
| |
—
|
| |
42.34
|
| |
8/24/2025
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
2/19/2016
|
| |
2,500
|
| |
—
|
| |
—
|
| |
51.38
|
| |
2/19/2026
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
8/24/2016
|
| |
6,750
|
| |
—
|
| |
—
|
| |
50.39
|
| |
8/24/2026
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
2/8/2017
|
| |
2,250
|
| |
750
|
| |
—
|
| |
60.80
|
| |
2/8/2027
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
2/8/2017
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(6)
|
| |
6,990
|
| |
—
|
| |
—
|
| |||
|
8/30/2017
|
| |
9,000
|
| |
3,000
|
| |
—
|
| |
53.12
|
| |
8/30/2027
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
8/30/2017
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(6)
|
| |
24,120
|
| |
—
|
| |
—
|
| |||
|
7/2/2018
|
| |
2,500
|
| |
2,500
|
| |
—
|
| |
70.13
|
| |
7/2/2028
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
7/2/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(6)
|
| |
12,850
|
| |
—
|
| |
—
|
| |||
|
8/30/2018
|
| |
7,500
|
| |
7,500
|
| |
—
|
| |
65.27
|
| |
8/30/2028
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
8/30/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(6)
|
| |
38,550
|
| |
—
|
| |
—
|
| |||
|
8/30/2019
|
| |
6,250
|
| |
18,750
|
| |
—
|
| |
59.17
|
| |
8/30/2029
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
8/30/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(6)
|
| |
35,625
|
| |
—
|
| |
—
|
| |||
|
4/1/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
6,135
|
| |
209,204
|
| |
—
|
| |
—
|
| |||
|
5/6/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
22,658
|
| |
772,638
|
| |
—
|
| |
—
|
| |||
|
8/1/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
17,252
|
| |
588,293
|
| |
—
|
| |
—
|
| |||
|
Brett
Petit
|
| |
8/24/2015
|
| |
5,000
|
| |
—
|
| |
—
|
| |
42.34
|
| |
10/2/2021
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
8/24/2016
|
| |
15,000
|
| |
—
|
| |
—
|
| |
50.39
|
| |
10/2/2021
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
2/8/2017
|
| |
5,000
|
| |
—
|
| |
—
|
| |
60.80
|
| |
10/2/2021
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
8/30/2017
|
| |
20,000
|
| |
—
|
| |
—
|
| |
53.12
|
| |
10/2/2021
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
8/30/2018
|
| |
15,000
|
| |
—
|
| |
—
|
| |
65.27
|
| |
10/2/2021
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
8/30/2019
|
| |
16,000
|
| |
—
|
| |
—
|
| |
59.17
|
| |
10/2/2021
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
Catherine
Aslin
|
| |
8/24/2014
|
| |
3,500
|
| |
—
|
| |
—
|
| |
37.54
|
| |
10/2/2021
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
8/24/2015
|
| |
3,000
|
| |
—
|
| |
—
|
| |
42.34
|
| |
10/2/2021
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
8/24/2016
|
| |
2,250
|
| |
—
|
| |
—
|
| |
50.39
|
| |
10/2/2021
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
1/3/2017
|
| |
6,750
|
| |
—
|
| |
—
|
| |
60.06
|
| |
10/2/2021
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
2/8/2017
|
| |
3,000
|
| |
—
|
| |
—
|
| |
60.80
|
| |
10/2/2021
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
8/30/2017
|
| |
20,000
|
| |
—
|
| |
—
|
| |
53.12
|
| |
10/2/2021
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
8/30/2018
|
| |
15,000
|
| |
—
|
| |
—
|
| |
65.27
|
| |
10/2/2021
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
8/30/2019
|
| |
16,000
|
| |
—
|
| |
—
|
| |
59.17
|
| |
10/2/2021
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
(1)
|
The stock options vest 25% on each anniversary of the grant date with acceleration upon certain events as discussed in “—Potential Payments Upon Termination.” As described in “Compensation Discussion and Analysis—Elements of Compensation—Dividend Equivalent Rights,” unvested stock options accrue DERs. On a quarterly basis, if and when stockholders are paid cash dividends, the DERs accrue and are distributed in shares upon the vesting of the stock option award. In April 2020, the Company suspended payment of dividends on its common stock.
|
(2)
|
One-third of the restricted stock units generally vest on each of the first three anniversaries of the grant date. The restricted stock units granted to Ms. Doerre in March 2020 in connection with her joining the Company vest in full on the second anniversary of the grant date. The grant of 50,328 restricted stock units to Mr. Reddy in July 2020 in connection with his joining the Company vest in full on the second anniversary of the grant date. The restricted stock units granted to Mr. Russ in April 2020 vest in equal amounts on each of the first two anniversaries of the grant date. The restricted stock units granted to Mr. Russ in August 2020 in connection with his promotion to Senior Vice President, Operations Services vest in full on the third anniversary of the grant date.
|
(3)
|
The market value of stock awards is the number of shares shown in the table multiplied by $34.10, the closing price per share of the Company’s common stock on December 31, 2020.
|
(4)
|
The value set forth for DERs is based on the amount of cash dividend equivalents accumulated, if any, from the grant date through December 31, 2020.
|
(5)
|
Performance restricted stock units vest only upon achievement by the Company of $750 million of Modified EBITDA in 2021.
|
(6)
|
On the grant date of the stock option awards, accompanying DERs were also granted to each named executive officer. The number of shares of common stock that vest pursuant to the DERs is based on the conversion of cash dividend equivalents accumulated from the grant date through the date that the stock option vests.
|
(7)
|
Amount represents the target number of shares that may be issued upon achievement by the Company of $750 million of Modified EBITDA in 2021.
|
|
|
| |
Stock Awards
|
| |||
|
Name
|
| |
Number of
Shares Acquired
on Vesting(1)
(#)
|
| |
Value Realized
on Vesting(2)
($)
|
|
|
Michael Spanos
|
| |
18,377
|
| |
540,651
|
|
|
Sandeep Reddy
|
| |
—
|
| |
—
|
|
|
Laura W. Doerre
|
| |
—
|
| |
—
|
|
|
Marshall Barber
|
| |
11,938
|
| |
355,961
|
|
|
Leonard A. Russ
|
| |
4,395
|
| |
105,720
|
|
|
Brett Petit
|
| |
17,734
|
| |
381,219
|
|
|
Catherine Aslin
|
| |
16,824
|
| |
369,461
|
|
(1)
|
The amount represents the DERs distributed to reflect the dividend equivalents that had accumulated with respect to stock options vesting during 2020 as described in “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Equity.”
|
(2)
|
The amount was calculated based on the fair market value of the Company’s common stock on the vesting date (or the previous trading day if the vesting date was not a trading day). The fair market value is determined based on the closing price of the Company’s common stock on the applicable date and, if applicable, accumulated dividends/DERs.
|
|
|
| |
Non-Qualified Deferred Compensation
|
| ||||||||||||
|
Name
|
| |
Executive
Contributions
in Last Fiscal Year(1)
($)
|
| |
Registrant
Contributions
in Last Fiscal Year(1)
($)
|
| |
Aggregate
Earnings (Loss)
in Last Fiscal Year
($)
|
| |
Aggregate
Withdrawals /
Distributions
in Last Fiscal Year
($)
|
| |
Aggregate
Balance
at Fiscal Year End(2)
($)
|
|
|
Michael Spanos
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Sandeep Reddy
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Laura W. Doerre
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Marshall Barber
|
| |
8,109
|
| |
—
|
| |
19,737
|
| |
(302,049)
|
| |
—
|
|
|
Leonard A. Russ
|
| |
—
|
| |
—
|
| |
24,520
|
| |
—
|
| |
166,649
|
|
|
Brett Petit
|
| |
785
|
| |
—
|
| |
104,510
|
| |
—
|
| |
741,996
|
|
|
Catherine Aslin
|
| |
7,797
|
| |
296
|
| |
11,284
|
| |
—
|
| |
61,149
|
|
(1)
|
All amounts reported as executive contributions are executive elective deferrals included in the 2020 Summary Compensation Table as salary for 2020. All amounts reported as registrant contributions are Company matching contributions included in the 2020 Summary Compensation Table as “All Other Compensation” for 2020.
|
(2)
|
The aggregate balance includes $461,186 and $46,291 for Mr. Petit and Ms. Aslin, respectively, which was reported in the Summary Compensation Table for 2012 through 2020.
|
|
Benefit
|
| |
All Current NEOs
|
|
|
Lump sum payment (disability only)
|
| |
1x base salary
1x target annual incentive
|
|
|
Annual incentive (prorated)
|
| |
Yes
|
|
|
Time-vested equity awards vest
(excludes performance-based awards)
|
| |
Yes
|
|
|
Benefit
|
| |
All Current NEOs
|
|
|
Lump sum payment(1)
|
| |
1x base salary
1x annual target incentive
|
|
|
Annual incentive (prorated)
|
| |
Yes
|
|
|
Continued healthcare coverage(2)
|
| |
3 or 12 months
|
|
|
Time-vested equity vests(3)
|
| |
For awards scheduled
to vest within 12 months
following termination, yes
|
|
|
Executive outplacement services
|
| |
Yes
|
|
(1)
|
If terminated without cause or executive resigns for good reason before, on, or within two years after or in anticipation of a change in control (as such term is defined in their respective employment agreements), such executive will instead be entitled to receive a lump sum payment in an amount equal to 2x base salary and 2x annual target incentive, and all time-vested equity will fully vest.
|
(2)
|
Executive may instead receive a lump sum payment at the Company’s discretion. Mr. Spanos is entitled to continued healthcare coverage for 12 months, and Mr. Reddy and Ms. Doerre are entitled to continued healthcare coverage for 3 months.
|
(3)
|
Vested options remain exercisable for the shorter of their respective originally scheduled terms or one year following the date of termination. Mr. Spanos’ restricted stock units granted in connection with his commencement of employment fully vest. Subject to the Compensation Committee’s discretion to accelerate vesting, all unvested performance-based restricted stock units are immediately forfeited upon termination of employment for any reason.
|
|
Term
|
| |
Definition
|
| |||
|
Cause
|
| |
■
|
| |
continued failure (except where due to physical or mental incapacity) to endeavor in good faith to substantially perform executive’s duties;
|
|
|
■
|
| |
material malfeasance or gross neglect in the performance of executive’s duties;
|
| |||
|
■
|
| |
conviction of, or plea of guilty or nolo contendere to, a misdemeanor involving moral turpitude or a felony;
|
| |||
|
■
|
| |
commission of fraud or embezzlement against the Company constituting a crime;
|
| |||
|
■
|
| |
material breach of any material provision of executive’s employment agreement (as determined in good faith by the Board) that is not remedied within fifteen days after (i) written notice from the Company specifying such breach and (ii) the opportunity to appear before the Board;
|
| |||
|
■
|
| |
material violation of a material Company policy that causes demonstrable damage to the Company, which damage is not insignificant;
|
| |||
|
■
|
| |
continued failure to cooperate in any audit or investigation involving the Company or its or their financial statements or business practices that is not remedied within fifteen days of written notice from the Company specifying such failure; or
|
| |||
|
■
|
| |
actual gross misconduct that the Board determines in good faith adversely and materially affects the business or reputation of the Company.
|
|
|
Term
|
| |
Definition
|
| |||
|
Good
Reason (without the executive’s express written consent)
|
| |
■
|
| |
material diminution in employment duties, responsibilities or authority, or the assignment to executive of duties that are materially inconsistent with his or her position;
|
|
|
■
|
| |
reduction in base salary or target annual incentive; or
|
| |||
|
■
|
| |
material breach by the Company of the compensation or indemnification provisions of the executive’s employment agreement.
|
| |||
|
■
|
| |
with respect to Mr. Spanos only:
o removal as Chief Executive Officer or an adverse change in reporting
obligations, or
o failure of the Company to nominate him for election as a member of the Board or
the failure of the Company’s stockholders to elect him to the Board once nominated.
|
| |||
|
An executive’s employment may terminate for “good reason” only if (i) within 90 days of the date executive has actual knowledge of the occurrence of an event of “good reason,” he provides written notice to the Company specifying such event, (ii) the Company does not cure such event within 10 business days of such notice if the event is nonpayment of an amount due to executive, or within 60 days of such notice for other events, and (iii) executive terminates executive’s employment within 30 business days of the end of such cure period.
|
|
|
Executive
|
| |
Cash Separation
Payments
($)
|
| |
Vesting of
Equity(1)
($)
|
| |
Benefit Payments /
Outplacement
Services
($)
|
| |
Total
($)
|
|
|
Michael Spanos
|
| |
|
| |
|
| |
|
| |
|
|
|
Death
|
| |
—
|
| |
12,094,326
|
| |
—
|
| |
12,094,326
|
|
|
Disability
|
| |
2,875,000
|
| |
12,094,326
|
| |
—
|
| |
14,969,326
|
|
|
Without Cause or for Good Reason
— No Change in Control
|
| |
2,875,000
|
| |
4,689,640
|
| |
32,923
|
| |
7,597,563
|
|
|
Without Cause or for Good Reason
— Change in Control
|
| |
5,750,000
|
| |
12,094,326
|
| |
32,923
|
| |
17,877,249
|
|
|
Sandeep Reddy
|
| |
|
| |
|
| |
|
| |
|
|
|
Death
|
| |
—
|
| |
3,089,119
|
| |
—
|
| |
3,089,119
|
|
|
Disability
|
| |
1,235,000
|
| |
3,089,119
|
| |
—
|
| |
4,324,119
|
|
|
Without Cause or for Good Reason
— No Change in Control
|
| |
1,235,000
|
| |
457,622
|
| |
16,424
|
| |
1,709,047
|
|
|
Without Cause or for Good Reason
— Change in Control
|
| |
2,470,000
|
| |
3,089,119
|
| |
16,424
|
| |
5,575,543
|
|
|
Laura W. Doerre
|
| |
|
| |
|
| |
|
| |
|
|
|
Death
|
| |
—
|
| |
2,510,749
|
| |
—
|
| |
2,510,749
|
|
|
Disability
|
| |
1,235,000
|
| |
2,510,749
|
| |
—
|
| |
3,745,749
|
|
|
Without Cause or for Good Reason
— No Change in Control
|
| |
1,235,000
|
| |
478,321
|
| |
19,242
|
| |
1,732,563
|
|
|
Without Cause or for Good Reason
— Change in Control
|
| |
2,470,000
|
| |
2,510,749
|
| |
19,242
|
| |
4,999,991
|
|
|
Leonard A. Russ
|
| |
|
| |
|
| |
|
| |
|
|
|
Death
|
| |
—
|
| |
1,688,270
|
| |
—
|
| |
1,688,270
|
|
|
Disability
|
| |
731,250
|
| |
1,688,270
|
| |
—
|
| |
2,419,520
|
|
|
Without Cause or for Good Reason
—No Change in Control
|
| |
731,250
|
| |
430,793
|
| |
20,887
|
| |
1,182,929
|
|
|
Without Cause or for Good Reason
—Change in Control
|
| |
1,462,500
|
| |
2,305,110
|
| |
20,887
|
| |
3,788,497
|
|
(1)
|
The amounts include the value of the unvested portion of the time-vested restricted stock units that would accelerate upon termination. The value of the unvested portions of stock options that would vest is calculated by (a) multiplying the amount by which $34.10 (the closing price of the Company’s common stock on December 31, 2020) exceeds the exercise price of the stock option by the number of shares subject to the accelerated portion of the stock option and (b) adding the value of corresponding DERs as of December 31, 2020. For Mr. Russ, the amount includes a Project award, which would vest upon a change in control assuming target performance, calculated by (a) multiplying $34.10 (the closing price of the Company’s common stock on December 31, 2020) by the target number of shares under the Project award and (b) adding the value of corresponding DERs as of December 31, 2020. The value of the Project award in such instance would be $616,840.
|
|
|
| |
Total
Compensation
|
|
|
CEO
|
| |
$7,246,316
|
|
|
|
| |
|
|
|
Median Employee (full-time + seasonal)
|
| |
$6,691
|
|
|
Ratio
|
| |
1101:1
|
|
■
|
Supports the Company’s mission, vision, and strategy.
|
■
|
Is based on policies and practices that strongly link pay to performance without encouraging undue risk. For example, no annual incentives were awarded to any executives for 2020 because the Company did not achieve the Adjusted EBITDA gate in its annual incentive plan due to the negative impact of the pandemic on the Company’s business.
|
■
|
Targets total compensation at the median of the Company’s peer group.
|
■
|
Has been significantly modified to include meaningful performance metrics in the annual incentive program and to replace stock options with RSUs and PSUs.
|
■
|
Strengthens alignment with stockholders through robust stock ownership guidelines that apply to both executives and directors.
|
|
FOR
✔
|
| |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS FOR 2020, AS DISCLOSED PURSUANT TO THE SEC RULES, INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS, THE COMPENSATION TABLES, AND NARRATIVE DISCUSSION INCLUDED IN THIS PROXY STATEMENT.
|
|
|
FOR
✔
|
| |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO ELIMINATE THE SUPERMAJORITY VOTING PROVISION.
|
|
■
|
Ownership Threshold. To reduce the risk that a small group of short-term, special interest, or self-interested stockholders initiate actions that are not in the best interests of the Company or its stockholders and to reduce the financial and administrative burdens on the Company, the Written Consent Amendment would allow stockholders to request that the Board set a record date to determine the stockholders entitled to act by written consent if (i) such stockholders hold shares representing in the aggregate at least 25% of the then outstanding shares of voting stock of the Company entitled to vote on the matter (the “Requisite Percentage”), and (ii) such stockholders have held shares representing in the aggregate at least the Requisite Percentage continuously for at least 12 months preceding the date of the request and through the record date.
|
■
|
Solicit All Stockholders. To protect against stockholder disenfranchisement, consents must be solicited from all stockholders entitled to vote on the matter in accordance with the procedures set forth in the Charter and Regulation 14A of the Exchange Act, ensuring that a written consent solicitation statement is publicly filed and giving each stockholder entitled to vote the right to consider and act on a proposal. This protection would also eliminate the possibility that a small group of stockholders could act without a public and transparent discussion of the merits of any proposed action and without input from all stockholders entitled to vote. Moreover, any such group of stockholders may not owe a fiduciary duty to all stockholders and could act without deliberation and comment from our management or the Board. Depriving the stockholders of this important deliberative process, during which stockholders can consider the advice of directors who owe a fiduciary duty to all stockholders, is contrary to the Company’s culture of open communication and good corporate governance.
|
■
|
Information Requirements. To provide transparency, stockholders requesting action by written consent must provide the Company with approximately the same information currently required of any Company stockholder seeking to nominate directors or propose action at a meeting.
|
■
|
Timing Requirements for Record Date. To provide the Board with a reasonable timeframe to properly evaluate and respond to a stockholder record date request, the proposed amendments require that the Board must act, with respect to a valid record date request, to set a record date by the later of (i) 20 days after the Company’s receipt of such request and (ii) five days after delivery by the stockholder of any information requested by the Company to determine the validity of the record date request or to determine whether the action to which the request relates may be effected by written consent in lieu of a meeting. The record date must be no more than 10 days after the Board action to set a record date and must not precede the date of such Board action.
|
■
|
Consent Solicitation Timing Requirements. To ensure that stockholders have sufficient time to consider the proposal, as well as to provide the Board the opportunity to present its views regarding the proposed action, consents may not be dated or delivered to the Company until 90 days after the valid delivery of the request to set a record date.
|
■
|
if the record date request was not made in compliance with the Charter,
|
■
|
for matters that are not a proper subject for stockholder action under applicable law,
|
■
|
if the record date request was made in a manner that involved a violation of Regulation 14A under the Exchange Act or other applicable law,
|
■
|
if the request to set a record date is received by the Company during the period beginning 90 days prior to the first anniversary of the date of the most recent annual meeting,
|
■
|
if an annual or special meeting of stockholders that included an item of business identical or substantially similar (a “Similar Item”) to the proposed action was held within one year prior to the date the Company received the request for a record date,
|
■
|
if a Similar Item is included in the Company’s notice for a meeting of stockholders that has been called but not yet held, and the date of which is within 90 days of the Company’s receipt of the request, or
|
■
|
if the Board calls an annual or special meeting of stockholders for the purpose of presenting a Similar Item or solicits action by written consent of stockholders for a Similar Item pursuant to the Charter.
|
|
FOR
✔
|
| |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO ALLOW STOCKHOLDER ACTION BY WRITTEN CONSENT.
|
|
|
FOR
✔
|
| |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL 5 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
|
|
|
|
| |
2020
|
| |
2019
|
|
|
Audit Fees(1)
|
| |
$1,569,000
|
| |
$1,652,000
|
|
|
Audit-Related Fees(2)
|
| |
—
|
| |
—
|
|
|
Tax Fees(3)
|
| |
$—
|
| |
$57,000
|
|
(1)
|
In 2020 and 2019, foreign statutory audit fees were converted into US dollars using exchange rates as of December 31, 2020, and December 31, 2019, respectively.
|
(2)
|
There were no audit-related fees incurred in 2020 and 2019.
|
(3)
|
There were no tax fees incurred in 2020. Tax fees for 2019 consisted of fees for foreign tax compliance and consulting services and U.S. tax consulting services. Additionally, no such tax services were provided to any of the Company’s officers or other employees. In 2019, foreign tax compliance and consulting services fees were converted into U.S. dollars using exchange rates as of December 31, 2019.
|
|
Name
|
| |
Number of Shares
Beneficially Owned(1)
|
| |
Restricted Stock
Units(2)
|
| |
Percent
of Class(3)
|
|
|
Named Executive Officers
|
| |
|
| |
|
| |
|
|
|
Michael Spanos
|
| |
252,452
|
| |
274,342
|
| |
*
|
|
|
Sandeep Reddy
|
| |
—
|
| |
98,583
|
| |
*
|
|
|
Laura W. Doerre
|
| |
14,027
|
| |
67,595
|
| |
*
|
|
|
Marshall Barber(4)
|
| |
90,568
|
| |
—
|
| |
*
|
|
|
Leonard A. Russ
|
| |
120,813
|
| |
39,732
|
| |
*
|
|
|
Brett Petit(5)
|
| |
252,656
|
| |
—
|
| |
*
|
|
|
Catherine Aslin(6)
|
| |
97,004
|
| |
—
|
| |
*
|
|
|
Non-Employee Directors
|
| |
|
| |
|
| |
|
|
|
Ben Baldanza
|
| |
11,957
|
| |
—
|
| |
*
|
|
|
Selim Bassoul
|
| |
30,050
|
| |
—
|
| |
*
|
|
|
Esi Eggleston Bracey
|
| |
7,984
|
| |
—
|
| |
*
|
|
|
Kurt M. Cellar(7)
|
| |
66,503
|
| |
—
|
| |
*
|
|
|
Nancy A. Krejsa
|
| |
167,259
|
| |
—
|
| |
*
|
|
|
Enrique Ramirez
|
| |
7,800
|
| |
—
|
| |
*
|
|
|
Richard W. Roedel(8)
|
| |
92,669
|
| |
—
|
| |
*
|
|
|
Arik Ruchim
|
| |
(9)(11)
|
| |
—
|
| |
*
|
|
|
All current executive officers and directors as a group (11 persons)(10)
|
| |
650,701
|
| |
440,520
|
| |
*
|
|
|
5% Holders
|
| |
|
| |
|
| |
|
|
|
H Partners, LP(11)
|
| |
7,800,000
|
| |
—
|
| |
9.14%
|
|
|
The Vanguard Group(12)
|
| |
7,093,264
|
| |
—
|
| |
8.31%
|
|
|
BlackRock, Inc.(13)
|
| |
6,615,731
|
| |
—
|
| |
7.75%
|
|
(1)
|
Amounts include the number of shares of common stock subject to stock options currently exercisable or exercisable within 60 days of the record date and restricted stock units that vest within 60 days of the record date.
|
(2)
|
Amounts reflect unvested restricted stock units granted under the Long-Term Incentive Plan. None of these amounts are included in the Percent of Class calculation.
|
(3)
|
An asterisk (*) indicates beneficial ownership of less than 1%. The percentage ownership is based on 85,340,558 shares of common stock outstanding as of March 10, 2021. With respect to each person, percentage ownership is calculated by dividing the number of shares beneficially owned by the sum of the number of outstanding shares at such date and the number of shares such person has the right to acquire upon exercise of options that are exercisable, or vesting of restricted stock units, within 60 days.
|
(4)
|
Mr. Barber retired from the Company effective August 31, 2020. Reported holdings are based on Form 4 filed on February 21. 2020.
|
(5)
|
Mr. Petit resigned as Senior Vice President, Marketing & Sales of the Company effective October 2, 2020. Reported holdings are based on Company records as of such date.
|
(6)
|
Ms. Aslin resigned as Senior Vice President, Human Resources of the Company effective October 2, 2020. Reported holdings are based on Company records as of such date.
|
(7)
|
Includes 3,000 shares held in Mr. Cellar’s IRA, 2,000 shares held in UTMA custodial accounts for Mr. Cellar’s sons, and 5,000 shares held in a trust. In addition, Mr. Cellar has sole dispositive power over 5,000 shares in the Cellar Family Foundtion.
|
(8)
|
Includes 19,415 deferred stock units pursuant to the director cash retainer deferral program, 22,054 shares held in his defined benefit pension plan, 45,561 shares held by his spouse, and 5,036 held by his profit sharing plan.
|
(9)
|
Mr. Ruchim is a Partner of H Partners Management, LLC, which is the investment manager of H Partners Capital, LLC, the general partner of H Partners, LP. Accordingly, Mr. Ruchim may be deemed to have voting and dispositive power with respect to the shares of common stock held by the managed funds. Information is based on the Form 4, filed with the SEC by Mr. Ruchim on March 5, 2020, which reported 7,800,000 shares beneficially owned, and the information described in footnote (10).
|
(10)
|
Includes all current directors and all current executive officers of the Company.
|
(11)
|
Based on Amendment No. 14 to Schedule 13D filed on February 26, 2020, all shares may be deemed to be beneficially owned by H Partners Management, LLC, H Partners Capital, LLC, H Partners, LP, and Rehan Jaffer. H Partners, LP has sole voting and investment power with respect to 7,000,000 shares. H Partners Capital, LLC, as the general partner of H Partners, LP, may be deemed to beneficially own 4,912,566 shares and may be deemed to have sole voting and investment power over such shares. H Partners Management, LLC, as the investment manager of H Partners Capital, LLC, H Offshore Fund, Ltd. and H Partners Phoenix Capital, LLC, may be deemed to beneficially own 7,000,000 shares and may be deemed to have sole voting and investment power over such shares. Mr. Jaffer, as the managing member of H Partners Management, LLC, H Partners Capital, LLC and H Partners Phoenix Capital, LLC, may be deemed to have sole voting and investment power over 7,000,000 shares. The address for the reporting persons is 888 Seventh Avenue, 29th Floor, New York, New York 10019. Number of shares beneficially owned is based on the Form 4, filed with the SEC by Mr. Ruchim on March 5, 2020.
|
(12)
|
Based on Amendment No. 5 to Schedule 13G filed on February 10, 2021, all shares are beneficially owned by The Vanguard Group or certain of its subsidiaries. The Vanguard Group reported having shared voting power over 48,905 shares, sole dispositive power over 6,980,491 shares, and shared dispositive power over 112,773 shares. The address for the reporting person is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
|
(13)
|
Based on Amendment No. 4 to Schedule 13G filed on February 1, 2021, all shares are beneficially owned by BlackRock, Inc. and on behalf of itself and several subsidiaries. BlackRock, Inc. reported having sole voting power over 6,240,666 shares and sole dispositive power over 6,615,731 shares. The address for the reporting person is 55 East 52nd Street, New York, New York 10055.
|
|
|
| |
|
| |
Tabulation Treatment
|
| |||
|
Proposal
|
| |
Required Vote
|
| |
Votes Withheld/Abstentions
|
| |
Broker Non-Votes
|
|
|
Election of Directors
|
| |
Plurality of votes cast to elect each director; the seven nominees with the highest number of affirmative FOR votes will be elected
|
| |
Not counted and will have no effect on the outcome
|
| |
Not counted because they are not votes cast and will have no effect on the outcome
|
|
|
Advisory Vote on Executive Compensation
|
| |
Affirmative vote of a majority of shares present in person or by proxy; not binding on Company
|
| |
Treated as a vote against
|
| |
Brokers do not have discretionary voting authority; Not counted and will have no effect on the outcome
|
|
|
Amendments to Restated Certificate of Incorporation to Eliminate Supermajority Voting Provision
|
| |
Affirmative vote of 75% of voting power of the outstanding shares entitled to vote generally in the election of directors, voting as a single class
|
| |
Treated as a vote against
|
| |
Brokers do not have discretionary authority and approval requires an absolute percentage of affirmative votes, so treated as a vote against
|
|
|
Amendments to Restated Certificate of Incorporation to Allow Stockholder Action by Written Consent
|
| |
Affirmative vote of a majority of the outstanding shares entitled to vote in person or by proxy
|
| |
Treated as a vote against
|
| |
Brokers do not have discretionary authority and approval requires an absolute percentage of affirmative votes, so treated as a vote against
|
|
|
Advisory Vote to Ratify Appointment of KPMG
|
| |
Majority of shares present in person or by proxy; not binding on Company
|
| |
Treated as a vote against
|
| |
Not applicable; There should be no broker non-votes because brokers have discretionary voting authority with respect to this proposal
|
|
■
|
Before the Annual Meeting, go to www.proxyvote.com and follow the online instructions. Your vote must be received by 11:59 p.m. Eastern Time on May 4, 2021, to be counted.
|
■
|
During the Annual Meeting, go to www.virtualshareholdersmeeting.com/SIX2021.
|
■
|
Call toll-free (800) 690-6903 and follow the recorded instructions. Your vote must be received by 11:59 p.m. Eastern Time on May 4, 2021, to be counted.
|
■
|
Request a proxy card by following the instructions on your Notice.
|
■
|
When you receive the proxy card, mark your selections on the proxy card.
|
■
|
Mail the signed proxy card in the postage-paid envelope that will be provided to you.
|
|
| |
By
|
| |
|
|||
|
| |
|
| |
Name:
|
| |
Laura W. Doerre
|
|
| |
|
| |
Title:
|
| |
Executive Vice President, General Counsel & Chief Administrative Officer
|
|
| |
SIX FLAGS ENTERTAINMENT CORPORATION
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
|
|
| |
Name: Laura W. Doerre
|
|||
|
| |
Title: Executive Vice President, General Counsel & Chief Administrative Officer
|
1 Year Six Flags Entertainment Chart |
1 Month Six Flags Entertainment Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions