Jonathan Brudnick
About Jonathan Brudnick
Partner at Sachem Head Capital since 2017, Jonathan Brudnick was appointed to Six Flags Entertainment Corporation’s (NYSE: FUN) Board on October 17, 2025 as an independent Class III director through the 2027 annual meeting and joined the Nominating & Corporate Governance Committee. He holds a BBA in finance from Emory University and an MBA from the Wharton School. His background spans private equity and public markets investing with a focus on capital markets and transactions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sachem Head Capital Management LP | Partner | 2017–present | Led engaged shareholder initiatives at FUN culminating in a cooperation agreement and board seat; Sachem Head beneficially owned 5,030,000 FUN shares as of appointment context . |
| Various private equity and public market investment firms | Investment roles | Not disclosed (per company press release) | Transaction and capital markets experience referenced in appointment rationale . |
External Roles
- No other public company directorships were listed in FUN’s press release or 8-K announcing his appointment .
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee member; not disclosed as chair .
- Class/term: Class III director; term ends at 2027 annual meeting .
- Independence: Board determined he qualifies as an independent director under NYSE standards and Company guidelines .
- Engagement & special rights: Under the Cooperation Agreement, the Board expanded to appoint him; if a strategic alternatives/review committee is formed, he must be offered a voting seat; he may attend and participate in any committee meetings even if not a member .
- Resignation/standstill link: Delivered an irrevocable resignation effective if Sachem Head’s beneficial ownership/economic exposure falls below 3% of outstanding shares or upon uncured material breach by Sachem Head; Sachem Head agreed to voting/standstill and non-disparagement through the standstill termination date .
- Attendance: No individual attendance disclosure yet (appointed October 2025). For context, during 2024 each then-current director attended at least 75% of Board/committee meetings, and the Board met 5 times post-merger in 2024 .
Fixed Compensation (Non-Employee Director Program)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Paid quarterly; +$1,500 per Board meeting after the 20th in a year . |
| Committee member fees | Audit & Finance: $15,000; Nominating & Corporate Governance: $10,000; People, Culture & Compensation: $10,000 | Excludes committee chairs . |
| Chair fees | Audit & Finance Chair: $30,000; NCG Chair: $20,000; PCC Chair: $25,000 | |
| Lead Independent Director fee | $125,000 | |
| Expense reimbursement | Reasonable expenses reimbursed |
Stock ownership guideline for directors: hold shares equal to 5× the annual cash retainer within 5 years of becoming a director; directors may not sell below guideline once met .
Performance Compensation (Directors)
| Equity Type | Grant Value | Vesting/Features | Performance Metrics |
|---|---|---|---|
| Annual restricted stock (with deferral election) | $200,000 per year | Directors may defer up to 100% into DSUs paid in cash/stock at end of service | None (time-based director awards; no performance criteria) |
Note: Legacy Cedar Fair directors also received a $100,000 equity award in March 2025 to true-up 2024 service; this detail illustrates post-merger program application but predates Mr. Brudnick’s appointment .
Other Directorships & Interlocks
- Shareholder representatives on FUN Board include Mr. Brudnick (Sachem Head) and Arik Ruchim (partner at H Partners; Audit & Finance and Nominating & Corporate Governance; Committee Chair) .
- This governance structure reflects significant shareholder involvement alongside independent oversight (Board committees comprised solely of independent directors, except Integration Committee) .
Expertise & Qualifications
- Capital markets, shareholder engagement, and transaction experience cited by the Company as additive to the Board during a value-creation phase .
- Education: Emory University (BBA, Finance) and Wharton School (MBA) .
- Independence and governance credibility affirmed by Board determination .
Equity Ownership
| Category | Amount | Ownership Form | Notes |
|---|---|---|---|
| Common Stock | 5,030,000 | Indirect (See footnotes in Form 3) | Reported on Form 3 (joint filing with Sachem Head entities and Scott D. Ferguson) . |
| Derivative: Cash-Settled Swap | 2,209,648 underlying shares; $28.6892 exercise price; expires 06/03/2027 | Indirect | See Form 3 Table II; cash-settled . |
| Derivative: Cash-Settled Swap | 1,605,352 underlying shares; $28.6115 exercise price; expires 06/03/2027 | Indirect | See Form 3 Table II . |
| Derivative: Cash-Settled Swap | 1,180,000 underlying shares; $29.0555 exercise price; expires 06/03/2027 | Indirect | See Form 3 Table II . |
Policies and alignment
- Anti-hedging: Directors, officers, employees are prohibited from hedging transactions (e.g., collars, forwards) .
- Trading policy: Restricts short sales, options transactions, pledging, and holding in margin accounts for directors, officers, and employees .
- Director ownership guidelines: 5× annual cash retainer within 5 years; as of April 28, 2025, all directors were in compliance or on track (note: predates his appointment) .
Insider Filings
| Filing Date | Form | Relationship | Title of Security | Amount | Ownership Form |
|---|---|---|---|---|---|
| Oct 27, 2025 | Form 3 | Director; joint filing group includes Scott D. Ferguson; Sachem Head entities; Uncas GP LLC; Sachem Head GP LLC | Common Stock | 5,030,000 | Indirect (see Form 3 footnotes) |
| Oct 27, 2025 | Form 3 (Table II) | Same as above | Cash-Settled Swaps (exp. 06/03/2027) | 2,209,648; 1,605,352; 1,180,000 underlying shares at $28.6892; $28.6115; $29.0555, respectively | Indirect |
Fixed vs Performance Compensation Analysis (Director)
| Indicator | 2025 Director Program |
|---|---|
| Cash vs equity mix | $85,000 cash retainer + committee/chair cash fees vs $200,000 equity grant; equity is time-based (no performance risk) . |
| Ownership alignment | Mandatory 5× cash retainer ownership guideline; sales restricted until compliant . |
| Clawback/controls | Company-wide trading and anti-hedging/pledging restrictions apply to directors . |
Related Party / Conflict Review
- Appointment arose from a Cooperation Agreement with Sachem Head, including standstill, voting commitments, and an irrevocable resignation if Sachem Head’s ownership/economic exposure falls below 3% .
- The Board determined Mr. Brudnick is independent; no direct or indirect material interest in any related-party transaction requiring disclosure under Item 404(a) was identified .
- The agreement also allows him to be considered for other committees like any independent director and to be a voting member on any strategic alternatives committee; he may attend any committee meetings even if not a member, similar to other directors’ access provisions .
Governance Assessment
- Positive signals: Formal independence determination; strong capital markets/activist expertise at a time of strategic integration; robust director compensation structure with equity and ownership guidelines; and comprehensive anti-hedging/pledging/trading controls for directors .
- Shareholder-representative dynamic: His appointment via Cooperation Agreement and presence of another investor representative (Arik Ruchim of H Partners) heighten shareholder influence in board deliberations—particularly around strategy and capital allocation—while committees (other than Integration) remain fully independent per NYSE standards .
- Conflict controls: 8-K affirms no related-party transactions under Item 404(a); voting/standstill covenants and contingent resignation reduce entrenchment risk but link board seat continuity to Sachem Head’s ownership threshold (3%) .
- Monitoring items/Red flags: Significant indirect beneficial ownership and derivative exposures via cash-settled swaps signal high economic exposure by the appointing shareholder; ensure ongoing compliance with Company anti-hedging/pledging policies at the director level; watch for any committee participation in strategic review processes and potential conflicts to be overseen by NCG and full Board .