Daniel Hanrahan
About Daniel J. Hanrahan
Lead Independent Director (Class III) of Six Flags Entertainment Corporation (ticker: FUN), age 67, serving on the board since 2012 via legacy Cedar Fair and appointed Lead Independent Director post-merger; member of the Integration Committee. Former Chairman of the legacy Cedar Fair board (Jan 2020–Merger). Education: BBA, Wisconsin School of Business. Planned to step down from the Board effective December 31, 2025; departure not due to any disagreement with the Company. Independent under NYSE rules; attended at least 75% of meetings in 2024. Term runs through 2027 as a Class III director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Regis Corporation (NYSE: RGS) | President & CEO; Director | Aug 2012 – Apr 2017 | Led global salon/cosmetology operator |
| Celebrity Cruises (division of Royal Caribbean, NYSE: RCL) | President (2005–2012); CEO (2007–2012) | 2005 – 2012 | Drove sales/marketing and brand leadership |
| Royal Caribbean (NYSE: RCL) | Sales & Marketing Leadership | Pre-2005 | Promoted to Celebrity Cruises president and then CEO |
| Polaroid Corporation; Reebok International Ltd. | Executive roles | — | Consumer/retail experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lindblad Expeditions (NASDAQ: LIND) | Director; Audit Committee member | 2017 – 2021 | Public company experience in expedition travel |
| Foss Swim Schools (Prairie Capital portfolio) | Board Member | Apr 2019 – present | Private company board |
| Sycamore Partners | Advisor | 2021 – present | Private equity advisory role |
Board Governance
- Structure and roles
- Lead Independent Director responsibilities: presides over executive sessions of independent directors, liaises between independent directors and Executive Chairman/CEO, co-sets agendas/schedules, can call meetings of independent directors, co-leads Board/committee/individual evaluations and CEO/Executive Chairman evaluations, and helps shape Board/committee composition .
- Committee service: Integration Committee member (focus on merger integration and synergy realization) .
- Independence: Board determined Hanrahan is independent under NYSE and company guidelines; committees (except Integration) are fully independent .
- Attendance: All current directors, including Hanrahan, attended ≥75% of Board/committee meetings in 2024 .
- Board composition and refresh: Four new independent nominees added for 2025 via a cooperation agreement with Dendur; several directors reclassified or resigned to optimize mix .
- Transition: Hanrahan to step down from the Board on Dec 31, 2025; Company stated no disagreement. Marilyn Spiegel to become non-executive Chair Jan 1, 2026 .
Fixed Compensation (Director)
| Component | Policy (Post-Merger) | 2024 Actual (Hanrahan) |
|---|---|---|
| Board cash retainer | $85,000 per year | Included in cash below |
| Lead Independent Director fee | $125,000 per year | Included in cash below |
| Committee member fees | Audit $15,000; NCG $10,000; PCC $10,000 (excl. chair premiums) | — (not itemized) |
| Meeting fees | $1,500 per Board meeting after the 20th meeting | — |
| Equity retainer | $200,000 per year in restricted stock (2025+; directors may defer up to 100% into DSUs) | 2024 stock awards $74,623 (transition year) |
| 2024 cash fees (reported) | — | $210,000 |
| 2024 total (cash + stock) | — | $284,623 |
Notes:
- Legacy Cedar Fair directors received a $100,000 equity award in March 2025 as compensation for the remainder of 2024 (transition/post-merger alignment) .
Performance Compensation (Director)
| Element | Instrument | Amount/Value | Vesting | Performance metric(s) |
|---|---|---|---|---|
| Annual equity (standard policy) | Restricted stock (or DSU if deferred) | $200,000 per year (from 2025) | Per plan; time-based | None (time-based only) |
| 2024 director stock awards (reported) | Stock awards | $74,623 | Per plan; transition year | None (time-based) |
- Directors are subject to stock ownership guidelines: 5x annual cash retainer within 5 years; all directors in compliance or on track as of Apr 28, 2025 .
- Anti-hedging: Directors are prohibited from hedging company securities .
Other Directorships & Interlocks
| Type | Company | Role | Overlap/Interlock |
|---|---|---|---|
| Current public boards | — | — | None reported for Hanrahan in proxy |
| Prior public boards | Lindblad Expeditions (NASDAQ: LIND) | Director; Audit Committee | 2017–2021 |
| Investor/activist link | Dendur cooperation added two nominees (not linked to Hanrahan) | — | Context for board refresh |
Expertise & Qualifications
- 40+ years in consumer, retail, travel, and hospitality; CEO/board leadership at Regis (RGS) and Celebrity Cruises (RCL) .
- Recognized by HSMAI as one of the “Top 25 Extraordinary Minds in Hospitality Sales and Marketing” (2004) .
- Brings sales/marketing and operational acumen relevant to FUN’s park/hospitality footprint .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Daniel J. Hanrahan | 62,114 | <1% | Includes 4,426 DSUs convertible within 60 days of Apr 28, 2025; has voting power over restricted stock included in total . |
| Director ownership guidelines | 5x annual cash retainer | — | Directors compliant or on track as of Apr 28, 2025 . |
| Policies | — | — | Anti-hedging applies to directors . |
Say-on-Pay & Shareholder Feedback (Context)
| Proposal (Annual Meeting 6/25/2025) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation (Say-on-Pay) | 73,817,693 | 3,664,004 | 300,574 | 12,479,799 |
| Say-on-Frequency (advisory) | 1 Year: 77,006,513 | 2 Years: 268,913 | 3 Years: 317,291 | 189,554 |
- Board recommends and stockholders favored annual say-on-pay .
- No 2024 annual meeting occurred due to merger timing; all directors ≥75% meeting attendance in 2024 .
Related Party Transactions (Conflicts Review)
- Company disclosed no related party transactions requiring reporting for 2024 through the proxy date; a formal related person transaction policy is in place .
Governance Assessment
-
Strengths:
- Independent Lead Director role with robust responsibilities enhances oversight and board-management balance .
- Clear independence determination and strong attendance support engagement; no related-party transactions flagged for 2024 .
- Relevant industry/operating experience in hospitality and travel aligns with FUN’s guest-centric business model .
- Director stock ownership guidelines (5x retainer) and anti-hedging bolster alignment with shareholders .
-
Watch items / potential red flags:
- Planned departure Dec 31, 2025 will remove an experienced independent voice and LID continuity; succession to non-executive Chair (Spiegel) mitigates continuity but changes dynamics .
- Board refresh via cooperation agreement with a shareholder (Dendur) adds skills but warrants ongoing monitoring for influence dynamics; standstill and governance terms were established through 2027 nomination window .
- Director compensation mix is standard (cash + time-based equity); no performance-conditioned director equity—typical in the market, but less pay-for-performance linkage at the board level (equity is time-based) .