Brian Nurse
Chief Legal and Compliance Officer and Corporate Secretary at Six Flags Entertainment Corporation/NEW
Executive
About Brian Nurse
Chief Legal & Compliance Officer and Corporate Secretary at Six Flags Entertainment Corporation (ticker: FUN); age 53. Joined Cedar Fair (pre-merger) in November 2021 as EVP, Chief Legal Officer and Secretary, and now serves the combined company following the July 1, 2024 merger . Prior roles include SVP, General Counsel & Secretary at WWE (2018–2020), VP, Associate General Counsel & Secretary at Nestlé Waters North America (2012–2018), and Senior Legal Counsel (North American beverage brands) at PepsiCo (2003–2012) . Company performance context: 2024 consolidated net revenues were $2.7B vs. $1.8B in 2023; Adjusted EBITDA was $875.3M vs. $527.7M; net loss attributable to FUN was $231.2M vs. net income $124.6M in 2023 . Post-merger TSR decreased 12.21% from registration (Jul 2, 2024) to Dec 31, 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Six Flags Entertainment (post-merger) | Chief Legal & Compliance Officer and Corporate Secretary | 2024–present | Corporate legal, compliance, governance; Corporate Secretary responsibilities |
| Cedar Fair, L.P. (pre-merger) | EVP, Chief Legal Officer & Secretary | 2021–2024 | Led legal and governance through merger-of-equals |
| World Wrestling Entertainment (WWE) | SVP, General Counsel & Secretary | 2018–2020 | Public company GC; media/entertainment regulatory and IP oversight |
| Nestlé Waters North America | VP, Associate General Counsel & Secretary | 2012–2018 | Corporate secretary; regulatory and commercial matters |
| PepsiCo, Inc. | Senior Legal Counsel (North American beverage brands) | 2003–2012 | Brand/regulatory counsel in beverages |
Fixed Compensation
Salary progression (contracted rates)
| Metric | 2023 | 2024 (Pre-Merger) | 2024 (Post-Merger) | 2025 |
|---|---|---|---|---|
| Base Salary ($) | $437,800 | $500,000 | $600,000 | $600,000 |
Annual cash incentives (structure and 2024 outcomes)
| Metric | 2024 H1 (Legacy Cedar Fair) | 2024 H2 (Post-Merger) | 2025 Target |
|---|---|---|---|
| Target bonus % of base | 100% of pre-merger salary | 100% of post-merger salary (prorated to H2) | 100% of base |
| Target award ($) | $500,000 full-year; H1 prorated = $250,000 | $300,000 for H2 | N/A (in-year) |
| Actual payout ($) | $250,000 | $164,700 | N/A |
| Payout % of target | 100% of H1 proration (paid at greater of actual/target) | 54.9% of target | N/A |
Supplemental actual payouts: Non-equity incentive plan compensation paid to Nurse was $414,700 in 2024, $188,473 in 2023, and $619,863 in 2022 .
Performance Compensation
Annual cash incentives – performance detail
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA (Company) – 2024 H2 | 100% | $811M | $767M | 54.9% of target | Paid after year-end |
| Functional currency Adjusted EBITDA before incentive expense – 2024 H1 (Legacy CF) | 100% | $124.0M (H1) | $122.0M (H1) | H1 payout at $250,000 (50% of full-year target) | Paid post-merger |
Equity awards – grants, values, and vesting schedules
| Award | Grant date | Units / Targets | Grant-date fair value ($) | Key terms / Vesting |
|---|---|---|---|---|
| Restricted Units (Legacy CF 2024) | Mar 28, 2024 | 7,234 units | $299,994 | Converted to restricted stock; vests 1/3 Mar 31, 2025; 1/3 Feb 23, 2026; 1/3 Feb 22, 2027; cash dividend equivalents accrue |
| Performance Units (Legacy CF 2024–2026) | Mar 28, 2024 | 16,880 target; 21,100 max (pre-merger units) | $700,014 (target) | Converted at target to time-based RSUs; payable Q1 2027; dividend equivalents accrue |
| Initial Post-Merger PSUs (Company) | Aug 20, 2024 | 40,299 target; 10,075 threshold; 80,598 max | $1,825,142 (target); $3,650,283 (max) | 12–30 months post-close; metric: trailing-4Q Adjusted EBITDA; performance period ends Dec 31, 2026; payout Q1 2027; 0–200% payout scale; no dividend equivalents |
| Merger Completion Award (Legacy CF) | Dec 2023 / Feb 2024 | 12,748 (unvested balance at 12/31/24) | N/A (value reflected in summary tables) | One-half vests Jun 4, 2025; one-half vests Dec 4, 2025; cash dividend equivalents accrue |
Company does not grant stock options; long-term incentives comprise RSUs and PSUs under the 2024 Omnibus Incentive Plan .
Equity Ownership & Alignment
- Beneficial ownership: 54,595 shares (<1% of outstanding); includes 20,853 restricted shares with voting power but no investment power, and 33,742 shares directly owned .
- Stock ownership guidelines: Executives must hold stock equal to 3x base salary; no sales permitted until guidelines met; executives were in compliance as of April 28, 2025 .
- Hedging/pledging: Prohibited for directors, officers, and employees; holding shares in margin accounts is prohibited .
- Upcoming vesting creating selling pressure windows:
- 2023 RU remaining half: vests Feb 23, 2026 .
- 2024 RU tranches: vests Feb 23, 2026 and Feb 22, 2027 .
- 2024–2026 converted RSUs (from PUs): payable Q1 2027 .
- Initial PSUs: performance period ends Dec 31, 2026; potential payout Q1 2027 .
Ownership detail at FY-end 2024 (selected unvested items)
| Item | Units | Status |
|---|---|---|
| 2022 RU (converted to restricted stock) | 1,238 | Vested Feb 24, 2025 |
| 2023 RU (converted) | 3,458 | 50% vested Feb 24, 2025; remainder Feb 23, 2026 |
| 2024 RU (converted) | 7,234 | 1/3 vested Mar 31, 2025; future tranches 2026, 2027 |
| 2021–2025 PU (converted to RSUs) | 10,320 | Paid Q1 2025 |
| 2022 PU (converted to RSUs) | 18,336 | Paid Q1 2025 |
| 2023 PU (converted to RSUs) | 12,623 | Payable Q1 2026 |
| 2024 PU (converted to RSUs) | 16,880 | Payable Q1 2027 |
| Initial PSUs (threshold) | 10,075 | Performance-based; payout Q1 2027 |
| New-hire RU (Nov 17, 2021) | 10,000 | Vested Feb 24, 2025 |
Employment Terms
- Agreement term: Effective July 1, 2024; 3-year term; no auto-renewal; extension via good-faith negotiations; if not extending, Company must give 6 months’ notice .
- Compensation terms:
- Base salary: $600,000 (post-merger; 2025) .
- Annual cash incentive target: 100% of base salary (2025 onward) .
- Annual equity grant target value: $2,100,000 during term (Company determination of terms) .
- Initial PSUs grant at close: 40,299 target shares .
- Severance and change-in-control economics:
- Without cause / Good Reason (outside CoC/early period): cash severance = 1x base + 1x target bonus; pro-rata current-year bonus (actual); COBRA premium equivalent for 12 months (after-tax); full vesting of “Rollover Equity” and equity scheduled to vest within 18 months; options would terminate 30 days after vesting .
- CoC double-trigger or within 24 months of CoC; and within 24 months of merger closing: cash severance = 2.5x base + 2.5x target bonus (Zimmerman at 3x); COBRA reimbursement for 30 months (Zimmerman 36); immediate vesting of Omnibus Plan equity and Rollover Equity; performance awards paid at target; 280G cutback applies (optimize after-tax) .
- 8-K confirming Nurse-specific terms: If involuntary termination without Cause or for Good Reason either prior to July 1, 2026 or within 24 months post-CoC, severance equals 2.5x base + target bonus, pro-rata and prior-year bonuses, 30 months medical, and full immediate vesting with performance awards at target; otherwise 1x and 12 months vesting window .
- Restrictive covenants: Non-compete and non-solicit for minimum 12 months after termination plus months of severance/continued vesting, capped at 24 months; confidentiality, non-disparagement, cooperation provisions; payments conditioned on release .
- Clawback policy: Applies to incentive compensation for executive officers; mandatory recovery upon restatement for prior 3 completed fiscal years (no misconduct required) .
- Securities trading policy: Restricts short sales, options, pledging, and margin accounts; designed to ensure compliance with insider trading laws .
Investment Implications
- Pay-for-performance alignment: Cash incentives and PSUs are tied 100% to Adjusted EBITDA (legacy H1 in functional currency, H2 company-wide), and multi-year PSUs use trailing-4Q Adjusted EBITDA, reinforcing operational cash generation; long-term equity (70% PSUs, 30% RSUs for legacy CF cadence) emphasizes at-risk pay .
- Retention and selling pressure: Multiple RSU tranches vest in 2026–2027 and initial PSUs potentially pay in Q1 2027, creating potential scheduled supply but anti-hedging/pledging and ownership guidelines temper discretionary selling until compliance thresholds are maintained .
- Change-in-control economics: Double-trigger severance at 2.5x salary+bonus with accelerated vesting is standard for scale leisure peers; performance awards paid at target under CIC reduces downside for executives, important for deal certainty but a cost consideration for shareholders in transaction scenarios .
- Governance and alignment: Mandatory ownership multiples (3x salary for executive officers), clawback compliant with SEC/NYSE, and prohibition of pledging/hedging reduce misalignment risk; no excise tax gross-ups, limited perquisites (commuting reimbursement) reflect shareholder-friendly design .