Michael Colglazier
About Michael Colglazier
Independent Class I director nominee (term through 2028 if elected). Age 58. Career theme park operator with 35+ years of experience, currently CEO and director of Virgin Galactic (NYSE: SPCE). Education: BS Industrial Engineering, Stanford; MBA, Harvard Business School. Newly nominated in 2025; board affirms he meets NYSE independence criteria.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Disney Parks International | President & Managing Director | Mar 2018 – Jul 2020 | Led global parks strategy and operations. |
| Disneyland Resort | President | Jan 2013 – Mar 2018 | Led ~30,000 employees; delivered record performance. |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| Virgin Galactic Holdings, Inc. (NYSE: SPCE) | Chief Executive Officer; Director; President (since Feb 2021) | CEO & Director since Jul 2020; President since Feb 2021 | Public company CEO/director role. |
| CEO Roundtable, UC Irvine | Chairman | Current | Non-profit leadership position. |
| Rice University Engineering Advisory Board | Past Member | Prior service | Advisory role. |
| California Travel & Tourism Commission | Past Commissioner & Executive Committee Member | Prior service | Sector engagement. |
Board Governance
- Independence: Board has affirmatively determined director nominees, including Colglazier, are independent under NYSE rules and company guidelines.
- Committee assignments: Not disclosed for Colglazier; Board committees (Audit & Finance; Nominating & Corporate Governance; People, Culture & Compensation; Integration) are described; all but Integration are entirely independent.
- Attendance: New nominee; 2024 attendance disclosure pertains to current directors (each attended ≥75% of meetings).
- Board leadership: Separate CEO, Executive Chairman, and Lead Independent Director roles; LID responsibilities codified.
- Executive sessions: Non-management directors meet in executive session at least annually.
- Stock ownership guidelines for directors: 5x annual cash retainer within five years; all directors compliant or on track.
Fixed Compensation (Non‑Employee Directors)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Paid quarterly; +$1,500 per Board meeting after the 20th meeting. |
| Annual equity (restricted stock) | $200,000 | Directors may elect to defer up to 100% into deferred stock units. |
| Committee member fees | Audit: $15,000; NCG: $10,000; PCC: $10,000 | Excludes committee chairs. |
| Leadership premia | Lead Independent Director: $125,000; Audit Chair: $30,000; NCG Chair: $20,000; PCC Chair: $25,000 | Additional to retainer. |
| Ownership guideline | ≥5x annual cash retainer within 5 years | Applies to all directors. |
| Anti-hedging/pledging | Prohibited | Anti-hedging policy; securities trading policy restricts pledging/margin. |
Performance Compensation (Directors)
| Element | Structure | Performance Metrics |
|---|---|---|
| Annual equity grant | Time-based restricted stock | None; director equity is not performance-conditioned. |
The company’s performance-based incentive metrics (Adjusted EBITDA and unlevered pre-tax free cash flow) apply to executives, not directors.
Other Directorships & Interlocks
| Company | Ticker | Role | Committees/Notes |
|---|---|---|---|
| Virgin Galactic Holdings, Inc. | SPCE | CEO, Director; President since 2021 | Public company role; no committee interlocks disclosed by FUN. |
- Compensation committee interlocks: None among FUN directors during 2024.
Expertise & Qualifications
- Deep theme park and consumer operations leadership; strategic, commercial, and operational growth experience.
- Large-scale workforce leadership and record business performance at Disneyland Resort.
- Executive leadership in a public company (Virgin Galactic).
- Advanced education in engineering (Stanford) and business (Harvard).
Equity Ownership
| Holder | Total Beneficial Ownership | % Outstanding | Notes |
|---|---|---|---|
| Michael Colglazier | — | <1% | No shares reported as of April 28, 2025; directors must reach 5x retainer within 5 years. |
Policies affecting alignment and risk:
- Anti-hedging policy prohibits hedging transactions.
- Securities trading policy restricts short sales, options, pledging, margin accounts.
Governance Assessment
- Independence and fit: Board affirms Colglazier is independent; background aligns with travel/leisure operations and guest experience—core to FUN’s business following the Cedar Fair/Six Flags merger.
- Board/committee environment: Core committees are fully independent; no compensation committee interlocks; use of independent compensation consultants.
- Director pay structure: Balanced mix of cash and time‑based equity with robust ownership guidelines; anti‑hedging and trading restrictions support alignment.
- Related‑party and conflicts: Company reports no related‑party transactions through the filing date.
- Shareholder oversight context: 2025 ballot includes advisory say‑on‑pay and annual say‑on‑frequency recommendation; no advisory vote in 2024 due to merger timing.
RED FLAGS
- None disclosed regarding related‑party transactions, hedging/pledging, or committee interlocks. Independence affirmed.
SAY‑ON‑PAY & SHAREHOLDER FEEDBACK
- Advisory vote on NEO compensation at 2025 meeting; Board recommends annual frequency going forward; no SOP vote in 2024 post‑merger.