Jennifer Mason
About Jennifer Mason
Independent director since 2022 (legacy Cedar Fair), age 55. Mason is Global Officer, Treasurer and Risk Management at Marriott International, overseeing capital markets, hotel financing, capital allocation, financial risk, and global safety/security; prior roles include CFO for Marriott’s U.S. & Canada division and multiple senior leadership positions since 1992. Education: B.Comm, University of Virginia; MBA, The Wharton School. Currently a Class II director serving until 2026 following reclassification prior to the 2025 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marriott International | Global Officer, Treasurer & Risk Management | Current | Oversees capital markets, financing, risk management, safety/security |
| Marriott International | CFO, U.S. & Canada Division | Prior to current role | Full P&L, budgeting, forecasting, controls, asset management, feasibility |
| Marriott International | SVP IT Business Partnership & Planning; SVP Sales & Marketing Planning Support | Prior roles | Finance and planning leadership |
| Marriott International | Internal Audit; FP&A; Lodging Finance; Business Development; Regional Director; VP Finance Business Partner | 1992 onward | Progressive finance and audit responsibilities |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Marriott International (NASDAQ: MAR) | Global Officer, Treasurer & Risk Management | Public company employer | Not disclosed as a board seat |
| Other public company boards | — | — | No other public company boards listed |
Board Governance
- Committee assignments:
- Audit and Finance Committee member; committee met 4 times in 2024 .
- Nominating and Corporate Governance Committee member; committee met 2 times in 2024 .
- Independence: Board determined Mason is independent under NYSE rules and Corporate Governance Guidelines .
- Attendance: Each current director attended at least 75% of Board/committee meetings during 2024 .
- Board classification: Reclassified from Class I to Class II immediately prior to the 2025 Annual Meeting, with term expiring at the 2026 annual meeting .
- Executive sessions: Non-management directors meet in executive session at least annually; Lead Independent Director presides when Executive Chairman is not independent .
Fixed Compensation
| Component | Amount/Policy | 2024 Mason Actual |
|---|---|---|
| Annual cash retainer (Board) | $85,000 per annum; plus $1,500 per Board meeting after the 20th meeting | $102,500 cash fees |
| Equity retainer (Board) | $200,000 per annum in restricted stock (2025 initial grants); directors may elect deferral to DSUs | $74,623 stock awards (2024 legacy programs) |
| Committee member fees | Audit: $15,000; Nominating & Governance: $10,000; People, Culture & Compensation: $10,000 (excluding chairs) | Included in cash fees |
| Chair differentials | Audit Chair: $30,000; NCG Chair: $20,000; PCC Chair: $25,000; Lead Independent Director: $125,000 | Not applicable (not a chair) |
| Reimbursements | Reasonable expenses reimbursed | Not itemized |
Performance Compensation
| Performance-Based Elements for Directors | Status |
|---|---|
| Annual bonus tied to metrics | Not applicable—directors are compensated via cash retainers, committee fees, and time-based equity; no performance metrics disclosed |
| Options/PSUs for directors | Not disclosed; standard director equity retainer is restricted stock; no options/PSUs noted for directors |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Marriott International | Current executive role | Independence reviewed; Company paid ~$376,000 of franchise fees to Marriott in 2024; Board deemed immaterial and did not impair Mason’s independence |
| Other public company boards | None listed | — |
Expertise & Qualifications
- Finance and risk management leadership (treasury, capital markets, financing, risk, safety/security) in global hospitality .
- Prior divisional CFO with full P&L and internal control oversight .
- Education: University of Virginia (Commerce), Wharton MBA .
- Skills align with Audit and Nominating/Governance oversight, including risk, capital allocation, and compliance .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 13,091 | Sole voting power; includes restricted stock with voting but no investment power |
| Restricted shares counted in voting | 5,340 | Voting power without investment power (restricted) |
| Investment power (shares) | 7,751 | Sole investment power |
| Ownership as % of outstanding | Less than 1% | As disclosed for directors |
| Stock ownership guidelines | 5x annual cash retainer; compliance or on track for all directors | |
| Anti-hedging/anti-pledging | Prohibited for directors |
Governance Assessment
- Strengths:
- Independent director with deep finance/treasury and risk management credentials directly relevant to Audit and Nominating/Governance responsibilities .
- Active committee membership on Audit and Nominating/Governance; boardwide independence affirmed; attendance thresholds met .
- Alignment mechanisms: director ownership guidelines (5x cash retainer), equity retainer in restricted stock, anti-hedging/pledging policies .
- Potential conflicts and mitigants:
- Marriott relationship: ~$376,000 franchise fees (2024) reviewed; Board concluded immaterial, independence maintained .
- Compensation alignment:
- Standard, transparent director fee structure with modest committee fees and time-based equity; no performance-based director pay that could misalign oversight incentives .
- Overall investor confidence signals:
- Risk, capital markets, and control-focused background complements post-merger integration and balance sheet priorities; reclassification to Class II provides continuity through 2026 .