United Parks & Resorts Inc.
For the period ended Jun 13, 2025. Filed Apr 30, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 13, 2025 · Filed Apr 30, 2025
Contents
Pay vs. Performance
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of our company for the last four fiscal years ended December 31, 2024, 2023, 2022, 2021 and 2020.
| Value of Initial $100 Investment | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Year | SCT Compensation for PEO | CAP Compensation for PEO | SCT Compensation for Sergio (Serge) Rivera | CAP Compensation for Sergio (Serge) Rivera | Average SCT Compensation for Other NEOs | Average CAP Compensation for Other NEOs | Company TSR | S&P Midcap 400 | Net Income | Adjusted EBITDA |
| (a) · (b) · (c) · (d) · (e) · (f) · (g) · (h) · (i) | ||||||||||
| 2024 | $1,078,031 | $636,348 | $— | $— | $2,583,817 | $2,493,271 | $177.18 | $163.54 | $227.5 | $700.2 |
| 2023 | $1,106,531 | $1,084,459 | $— | $— | $813,230 | $(127,539) | $166.62 | $143.55 | $234.2 | $713.5 |
| 2022 | $1,137,020 | $511,807 | $— | $— | $2,336,474 | $1,947,828 | $168.73 | $123.29 | $291.2 | $728.2 |
| 2021 | $2,009,400 | $11,274,977 | $— | $— | $932,443 | $7,581,878 | $204.54 | $141.81 | $256.5 | $662.0 |
| 2020 | $1,993,055 | $3,145,415 | $208,248 | $(3,019,853) | $1,526,400 | $2,249,471 | $99.62 | $113.66 | $(312.3) | $(73.2) |
Column (a): Reflects related amounts for the respective years shown.
Column (b): For fiscal years 2024, 2023, 2022, 2021 and 2020 reflects compensation amounts reported in the “Summary Compensation Table” ("SCT") for our CEO, Marc G. Swanson, (our principal executive officer ("PEO")), for the respective years shown. As previously disclosed, Sergio (Serge) Rivera served as our CEO from January 1, 2020 until his resignation on April 4, 2020, at which time Marc G. Swanson was appointed CEO.
Column (c):“Compensation actually paid” ("CAP") to our CEO in each of 2024, 2023, 2022, 2021 and 2020, and for our former CEO in 2020, reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules and calculation methodology. The dollar amounts reflected in column (c) of the table above do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year. We offer no pension benefits for executive officers so no adjustment for pension benefits is included in the table below. Additionally, the value of dividends, if any, or other earnings paid on stock and option awards are not included as such amounts are reflected in the fair value of awards and are only paid upon vesting. For information regarding the decisions made by our Compensation Committee regarding the CEO’s compensation for each fiscal year, please see the Compensation Discussion & Analysis sections of the proxy statements reporting pay for the fiscal years covered in these tables.
| Marc G. Swanson · Sergio (Serge) Rivera | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2021 | 2020 | 2020 | |
| SCT Total Compensation | $1,078,031 | $1,106,531 | $1,137,020 | $2,009,400 | $1,993,055 | $208,248 |
| LESS Stock and Option Award Values Reported in SCT for Covered Year | (612,055) | (608,197) | (598,889) | (1,212,203) | (1,626,631) | (51,236) |
| PLUS Year End Fair Value of Unvested Stock and Option Awards Granted in the Covered Year | 701,103 | 583,577 | 257,738 | 2,611,426 | 4,478,925 | — |
| Year over Year CHANGE in Fair Value of Outstanding and Unvested Stock and Option Awards | 13,073 | (258,024) | (865,018) | 6,104,682 | 26,687 | — |
| PLUS Fair Value as of the Vesting Date of Stock and Option Awards Granted and Vested in the Covered Year | — | — | — | — | 43,568 | — |
| CHANGE in Fair Value of Stock and Option Awards granted in Prior Years that Vested in Covered Year | (237,279) | 260,572 | 580,956 | 1,761,672 | (249,001) | (3,079) |
| LESS Fair Value at the End of the Prior Year of Stock and Equity Awards that Failed to Meet Vesting Conditions in the Covered Year | (306,525) | — | — | — | (1,521,188) | (3,173,786) |
| "Compensation Actually Paid" | $636,348 | $1,084,459 | $511,807 | $11,274,977 | $3,145,415 | $(3,019,853) |
Column (d): For fiscal years 2024, 2023, 2022, 2021 and 2020, non-CEO named executive officers were as follows and are included in the average figures shown:
2024: James (Jim) Mikolaichik, James (Jim) W. Forrester Jr., Christopher (Chris) Finazzo, Michael Rady and Byron Surrett.
2023: James (Jim) W. Forrester Jr., Michelle (Chelle) Adams, James (Jim) Hughes, Kyle R. Miller and Byron Surrett.
2022: Michelle (Chelle) Adams, Elizabeth C. Gulacsy, Dr. Christopher (Chris) Dold, Christopher (Chris) Finazzo, Daniel (Dan) Mayer and G. Anthony (Tony) Taylor.
2021: Elizabeth C. Gulacsy, Dr. Christopher (Chris) Dold, Thomas (Tom) Iven, Sharon (Sherri) Nadeau and G. Anthony (Tony) Taylor.
2020: Elizabeth C. Gulacsy, Walter Bogumil, Dr. Christopher (Chris) Dold, and G. Anthony (Tony) Taylor.
Column (e): Average CAP for our non-CEO named executive officers in each of 2024, 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules and calculation methodology. The dollar amounts reflected in column (e) of the table above do not reflect the actual amount of compensation earned by or paid to our non-CEO named executive officers during the applicable year. We offer no pension benefits for executive officers so no adjustment for pension benefits is included in the table below. Additionally, the value of dividends, if any, or other earnings paid on stock and option awards are not included as such amounts are reflected in the fair value of awards and are only paid upon vesting. For information regarding the decisions made by our Compensation Committee regarding the non-CEO named executive officers’ compensation for each fiscal year, please see the Compensation Discussion & Analysis sections of the proxy statements reporting pay for the fiscal years covered in these tables.
| Average of NEOs (excluding CEO) | 2024 | 2023 | 2022 | 2021 | 2020 |
|---|---|---|---|---|---|
| SCT Total Compensation | $2,583,817 | $813,230 | $2,336,474 | $932,443 | $1,526,400 |
| LESS Stock and Option Award Values Reported in SCT for Covered Year | (2,360,955) | (546,922) | (1,985,378) | (548,803) | (1,240,117) |
| PLUS Year End Fair Value of Unvested Stock and Option Awards Granted in the Covered Year | 2,436,858 | 436,606 | 1,791,166 | 845,928 | 3,352,263 |
| Year over Year CHANGE in Fair Value of Outstanding and Unvested Stock and Option Awards | 29,290 | 10,278 | (600,536) | 5,405,633 | 38,038 |
| PLUS Fair Value as of the Vesting Date of Stock and Option Awards Granted and Vested in the Covered Year | — | — | — | — | 29,631 |
| CHANGE in Fair Value of Stock and Option Awards granted in Prior Years that Vested in Covered Year | 1,133 | (9,829) | 406,102 | 1,127,536 | (353,093) |
| LESS Fair Value at the End of the Prior Year of Stock and Equity Awards that Failed to Meet Vesting Conditions in the Covered Year | (196,872) | (830,902) | — | (180,859) | (1,103,651) |
| "Compensation Actually Paid" | $2,493,271 | $(127,539) | $1,947,828 | $7,581,878 | $2,249,471 |
Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, risk free rates) as of the measurement date. Adjustments have been made using the stock price as of year end and as of each date of vest. Performance-based PSU grant date fair values are calculated using the stock price as of the date of grant assuming probable performance at the time of the grant. Adjustments have been made using the stock price and performance accrual modification as of year-end and as of the date of vesting. Time-based RSU grant date fair values are calculated using the stock price as of the date of grant. Adjustments have been made using the stock price as of year-end and as of the date of vesting.
Column (f): For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of United Parks for the measurement periods ending on December 31 of each of 2024, 2023, 2022, 2021 and 2020, respectively.
Column (g): For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of the S&P Midcap 400 Index, as used in our performance graph pursuant to Item 201(e) of Regulation S-K contained in our Annual Report on Form 10-K ("Peer Group TSR") for the measurement periods ending on December 31 of each of 2024, 2023, 2022, 2021 and 2020, respectively.
Column (h): Reflects “Net Income” in our Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2024, 2023, 2022, 2021 and 2020.
Column (i): Our Company-selected Measure is Adjusted EBITDA which is described below.
Relationship between Pay and Performance
Below are graphs showing the relationship of “compensation actually paid” to our Chief Executive Officer and other named executive officers in 2024, 2023, 2022, 2021 and 2020 to (i) TSR of both United Parks and the S&P Midcap 400 Index, (ii) United Parks’ net income and (iii) United Parks’ Adjusted EBITDA.
CAP, as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price achievement, varying levels of projected and actual achievement of performance goals and accounting assumptions. For a discussion of how our Compensation Committee assessed our performance and our named executive officers’ pay each year, see “Compensation Discussion and Analysis” in this proxy statement and in the proxy statements for 2024, 2023, 2022, 2021 and 2020.
Listed below are the financial and non-financial performance measures which in our assessment represent the most important performance measures we use to link CAP to our named executive officers to company performance for 2024. For a discussion of how our Compensation Committee assessed our performance and our named executive officers’ pay each year, see “Compensation Discussion and Analysis” in this proxy statement and in the proxy statements for 2024, 2023, 2022, 2021 and 2020.
| Performance Measure | Type of Measure | Description |
|---|---|---|
| Adjusted EBITDA | Financial | Adjusted EBITDA is a non-GAAP financial measure. We define Adjusted EBITDA as net income (loss) plus (i) income tax provision (benefit), (ii) loss on extinguishment of debt, (iii) interest expense, consent fees and similar financing costs, (iv) depreciation and amortization, (v) equity-based compensation expense, (vi) certain non-cash charges/credits including those related to asset disposals and self-insurance reserve adjustments, (vii) certain business optimization, development and strategic initiative costs, (viii) merger, acquisition, integration and certain investment costs, and (ix) other nonrecurring costs including incremental costs associated with the COVID-19 pandemic or similar unusual events. |
| Total Revenue | Financial | Our total revenue as reported for fiscal year 2020-2024. |
| Total Revenue per Capita | Financial | Total revenue per capita is defined as total revenue divided by attendance, both as reported for fiscal year 2020-2024. |
| Guest Satisfaction (GSAT) | Non-Financial | Our ongoing measurement of GSAT using a variety of in-park and online survey tools. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.