Brian Witherow
About Brian Witherow
Brian C. Witherow (age 58) is Chief Financial Officer of Six Flags Entertainment Corporation (post Cedar Fair–Six Flags merger). He served as EVP & CFO of Cedar Fair since January 2012, joining Cedar Fair in 1995 after Arthur Andersen, with roles progressing through Corporate Treasurer (2004) and VP & Corporate Controller (2005). He holds a B.S. in Accounting from Miami University . As CFO, his recent commentary emphasizes synergy execution and disciplined cost control, including $120M identified cost synergies (50 realized in 2024; 70 in 2025) and targeted 3% reduction in operating expenses and SG&A (inflation-inclusive), excluding add-backs such as severance . Q3 2025 performance: adjusted EBITDA ~$550M on revenue $1.32B, with attendance up 1% YoY, highlighting bifurcation between outperforming and underperforming parks and margin-focused execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Six Flags Entertainment Corporation (post-merger) | Chief Financial Officer | 2024–Present (current) | CFO of combined company, leading integration, cost synergy execution, and financial strategy |
| Cedar Fair Entertainment Company | EVP & Chief Financial Officer | 2012–2024 | Led finance for park portfolio growth; executed strategic investments and supported 2006 Paramount Parks acquisition (prior roles) |
| Cedar Fair Entertainment Company | VP & Corporate Controller | 2005–2012 | Corporate controller responsibilities prior to CFO promotion |
| Cedar Fair Entertainment Company | Corporate Treasurer | 2004–2005 | Oversaw treasury functions |
| Cedar Fair Entertainment Company | Corporate Director of Investor Relations | 1995–2004 | Investor relations leadership post-Arthur Andersen |
| Arthur Andersen | Audit/Accounting | Pre-1995 | Public accounting foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Experience Investment Corp. (SPAC) | Director/Director Nominee; Signatory to S-1/A and 10-K/A | 2019–2021 | Provided capital markets and M&A perspective to SPAC platform |
Fixed Compensation
| Component | Detail | Period/Date | Notes |
|---|---|---|---|
| Base Salary | $670,000 initial annual salary | Employment agreement dated Oct 8, 2024 | Subject to annual Board review |
| Target Annual Bonus | 100% of base salary | From Oct 8, 2024 | Participates in Company annual bonus program |
| Annual Equity Grant (target) | $2,750,000 target grant value | During agreement term | Award terms determined by Board |
| Initial PSU Grant | 52,773 target shares | Granted under 2024 Plan | Performance-based; see Performance Compensation |
Performance Compensation
| Metric | Weighting | Target/Definition | Actual/Payout | Vesting/Performance Period |
|---|---|---|---|---|
| Adjusted EBITDA (PSUs) | Not disclosed | PSUs earn 0–200% of target based on Company Adjusted EBITDA | Not disclosed | Performance period ends Dec 31, 2026; vesting subject to continued employment |
| Annual Cash Incentive | Not disclosed | Board establishes goals (may include Adjusted EBITDA and other criteria) | Not disclosed | Paid in standard bonus cycle; employment on last day of year required (subject to agreement terms) |
Notes:
- The Company disclosed PSUs tied to Adjusted EBITDA with payout from 0% to 200% of target and determination after the performance period; specific targets/weightings for Witherow’s annual cash bonus were not disclosed in retrieved filings .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 253,500 | Less than 1% of outstanding shares |
| Voting Power (sole/shared) | 251,101 sole; 2,399 shared | As disclosed |
| Investment Power (sole/shared) | 222,038 sole; 2,399 shared | As disclosed |
| Restricted Stock/RSUs counted in voting power | 29,063 shares | RSUs/restricted stock included for voting, not investment |
Employment Terms
| Provision | Terms | Triggers/Period | Equity Treatment |
|---|---|---|---|
| Severance (pre-Jul 1, 2026 OR within 24 months post-Change in Control) | Cash payment equal to 2.5× (base salary + target annual bonus); unpaid prior-year bonus; pro-rated current-year bonus; medical benefits continuation for 30 months | Involuntary termination without Cause or For Good Reason | Full and immediate vesting of all equity awards; performance awards paid at target |
| Severance (outside periods above) | Cash payment equal to 1× (base salary + target annual bonus); pro-rated bonus; medical benefits continuation for 12 months | Involuntary termination without Cause or For Good Reason | Only equity awards scheduled to vest within 18 months become fully vested |
| Release requirement | Severance subject to signing a release of claims | All severance payments/benefits | As disclosed |
Potential Payments Table (as of Dec 31, 2024)
| Scenario | Earned but Unpaid Salary | Severance | Incentive Compensation | RSUs/Restricted Stock | Performance Units | Health Benefits | Total |
|---|---|---|---|---|---|---|---|
| Termination Without Cause/Disability or Resignation for Good Reason | $29,370 | $2,512,500 (1) | $183,915 | $6,163,273 (2) | $635,771 (3) | $60,654 | $9,585,483 |
| Death | $29,370 | — | $183,915 | $6,163,273 (2) | $635,771 (3) | $24,261 | $7,036,590 |
| Qualifying Termination Within 24 Months Following Change in Control | $29,370 | $2,512,500 (1) | $183,915 | $6,163,273 (2) | $635,771 (3) | $60,654 | $9,585,483 |
(1) Severance based on post-merger 2024 salary and target cash incentive
(2) RSU/restricted stock acceleration per plan terms
(3) Performance unit treatment per plan terms
All amounts reflect Company disclosures of Named Executive Officers’ potential payments under specified separation scenarios as of year-end 2024 .
Investment Implications
- Pay-for-performance alignment: Witherow’s equity mix includes PSUs tied to Adjusted EBITDA with 0–200% payout through 2026, indicating clear linkage of long-term awards to profitability and integration execution . Annual equity grants targeted at $2.75M and a 100% salary bonus target emphasize at-risk compensation .
- Retention and change-in-control economics: Double-trigger CIC severance (2.5× base + bonus) with full equity vesting at target supports retention through integration while elevating downside protection; outside CIC/dated window, severance drops to 1× and equity vesting is limited to awards vesting within 18 months, moderating payout risk .
- Insider selling pressure and 2026 performance horizon: PSU performance period ending Dec 31, 2026 is a potential unlock date; payout hinges on achieving Adjusted EBITDA goals, creating incentives to deliver cost and revenue synergies into 2026 .
- Ownership alignment: Beneficial ownership of 253,500 shares (including 29,063 restricted shares counted for voting) signals alignment, though it represents less than 1% of outstanding shares .
- Execution track record: CFO commentary and results underscore active cost management and synergy realization (hit $50M in 2024; on track for $70M in 2025; total $120M) and a plan to reduce operating expenses and SG&A by ~3% (inflation inclusive), supporting margin expansion thesis amid integration . Q3 2025 adjusted EBITDA ~$550M on $1.32B revenue evidences resilient profitability with targeted park-level strategy to address underperformers .
Performance context: Merger slides outlined a combined pro forma revenue of $3.4B and adjusted EBITDA of $1.2B with 36% margin including synergies (LTM Q3 2023), framing the integration opportunity set .