Richard Zimmerman
About Richard Zimmerman
Richard A. Zimmerman is President and Chief Executive Officer of Six Flags Entertainment Corporation (ticker: FUN) and serves on the Board’s Integration Committee. He previously led Cedar Fair as President & CEO (2018–Merger) and joined Cedar Fair via the Kings Dominion acquisition; he holds a bachelor’s degree in accounting from Georgetown University and has 35+ years in leisure/entertainment operations . He is a management director (not independent), with a Board structure featuring a separate Executive Chairman and Lead Independent Director .
Key performance context:
- Company net revenues rose to $2.7B in 2024 vs $1.8B in 2023 (+$0.9B), driven by the merger and attendance growth; 2024 Adjusted EBITDA increased to $875.3M vs $527.7M in 2023 (+$347.6M). The 2024 net loss of $231.2M reflects higher taxes and interest expense primarily related to the merger .
- Post-merger TSR from July 2, 2024 to Dec 31, 2024 declined 12.21% (Company: $87.79 vs initial $100); the S&P Leisure Facilities peer index rose 10.36% over the same period .
| Metric | 2023 | 2024 |
|---|---|---|
| Net Revenues ($USD Billions) | $1.8 | $2.7 |
| Adjusted EBITDA ($USD Millions) | $527.7 | $875.3 |
| TSR Window | Company TSR Change | Peer TSR Change |
|---|---|---|
| Jul 2–Dec 31, 2024 | -12.21% | +10.36% |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Six Flags Entertainment Corporation (post-merger) | President & CEO; Director (Integration Committee) | 2024–present | Leads combined platform integration and operations |
| Cedar Fair | President & CEO | 2018–2024 | Led revenue/EBITDA expansion pre-merger; drove merger execution |
| Cedar Fair | President & COO | 2016–2017 | Oversaw park operations across portfolio |
| Cedar Fair | COO | 2011–2016 | Operational leadership and performance management |
| Cedar Fair | EVP | 2010 | Executive oversight |
| Cedar Fair | Regional VP | 2007 | Multi-park operational leadership |
| Kings Dominion (acquired by Cedar Fair in 2006) | VP & General Manager | 1998–2007 | Property-level P&L, guest experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Velocity Capital Management | Senior Advisor | Current | Advises on investments in sports, media, entertainment |
Board Governance and Service
- Board role: Management director; Integration Committee member (committee includes non-independent participants) .
- Independence: Not independent due to executive status .
- Board leadership: Separate CEO, Executive Chairman (Selim Bassoul), and Lead Independent Director (Daniel Hanrahan), intended to balance oversight and management focus .
- Committees: Audit, Nominating & Corporate Governance, and People, Culture & Compensation are fully independent; Integration Committee includes executive members .
- Attendance: In 2024, each current director attended at least 75% of Board/committee meetings during their service periods .
- Stock ownership guidelines: Directors must hold ≥5x annual cash retainer; all directors in compliance or within allowed time; executives, including CEO, have separate guidelines (see Alignment section) .
- Director compensation: Management directors (including Zimmerman) receive no additional director fees .
Fixed Compensation
| Metric | 2023 | 2024 (Pre-Merger) | 2024 (Post-Merger) | 2025 |
|---|---|---|---|---|
| Base Salary ($) | $950,000 | $1,000,000 | $1,100,000 | $1,100,000 |
| Target Annual Bonus (% of salary) | — | — | 150% (pro-rated H2 2024) | 150% |
| Cash Incentive | H1 2024 (Legacy Cedar Fair) | H2 2024 (Post-Merger) |
|---|---|---|
| Payout ($) | $750,000 (75% of pre-merger salary; 50% of full-year target) | $452,925 (54.9% of target; ~41% of post-merger salary) |
| Basis | Functional currency Adjusted EBITDA before incentive comp (legacy CF) | Company Adjusted EBITDA; target $811M vs actual $767M (95% of target) |
Performance Compensation
Long-term incentives are weighted toward equity; post-merger design emphasizes Adjusted EBITDA (for transitional PSUs) and three-year cumulative unlevered pre-tax free cash flow (for ongoing PSUs), aligning with balance-sheet strength and capital allocation priorities .
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Initial Post-Merger PSUs (granted 2024; performance period ends Dec 31, 2026) | Item | Details | |------|---------| | Grant Value (Target) | $7,387,524 | | Target / Max Shares | 163,116 / 326,232 | | Metric & Scale | Trailing-4Q Adjusted EBITDA; <94%: 0%, 94%: 25%, 96%: 50%, 100%: 100%, ≥108%: 200% | | Dividend Equivalents | None | | Vesting | Based on performance; payout in shares post-period, continued employment required (exceptions per agreement) |
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Legacy Cedar Fair 2024 LTI (granted March 2024; converted at merger) | Item | Details | |------|---------| | Total Target Value | $4,999,996 (500% of pre-merger salary) | | Mix | 70% performance units; 30% time-based restricted units | | Performance Goals (PU) | 3-year cumulative: Unlevered pre-tax free cash flow (60%), Adjusted EBITDA (40%) | | Conversion | Converted to time-based RSUs at target on closing; payable post-original performance period | | Restricted Units | 36,171 pre-merger units; vest ratably over ~3 years (Mar 2025, Feb 2026, Feb 2027) |
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Prior Performance Units (Conversions at Merger) | Award | Conversion Outcome | Notes | |-------|--------------------|-------| | 2021–2025 PU | 250% total (components: EBITDA, leverage, FCF) converted to RSUs; 2023 EBITDA paid 80% prior; remaining components converted at specified levels | | 2022–2024 PU | 200% (max) based on cumulative FCF; paid in Q1 2025 | | 2023–2025 PU | 100% (target) based on cumulative FCF; payable Q1 2026 | | 2024–2026 PU | 100% (target) based on cumulative FCF and EBITDA; payable Q1 2027 |
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Merger Completion Awards (Transaction-based) | Award | Structure | Vesting/Payment | |-------|-----------|------------------| | CEO award | Unit-based tranches (Dec 2023, Feb 2024); converted to restricted stock at closing; half paid ~12 months post grant; remainder scheduled for June 4, 2025 | | Accounting | Grant-date fair value reflected as $0 under ASC 718 until consummation deemed probable; realized values disclosed |
Cash incentive plan design and scales (2024):
| Period | Metric | Target/Payout Scale |
|---|---|---|
| H1 2024 (legacy Cedar Fair) | Functional currency Adjusted EBITDA before incentive comp; 91%: 25%, 93%: 50%, 100%:100%, ≥105%: 200% | |
| H2 2024 (Company) | Adjusted EBITDA; 91%: 25%, 100%: 100%, ≥105%: 200% (Zimmerman); target $811M vs actual $767M ⇒ 54.9% payout |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 516,378 shares; includes 93,529 restricted shares with voting but no investment power; less than 1% of shares outstanding |
| Outstanding Unvested Awards (selected) | Restricted stock/RSUs and converted awards remain outstanding across 2022–2024 grants and converted 2021–2024 PUs (see Outstanding Equity Awards table for specific counts and market values) |
| Stock Ownership Guidelines | CEO required ≥6x base salary; executives prohibited from selling if below guideline; all executives in compliance as of Apr 28, 2025 |
| Hedging/Pledging | Anti-hedging policy prohibits hedging; anti-pledging policy prohibits pledging or margin accounts; securities trading policy restricts short sales and option transactions |
| Director Ownership vs Fees | Management directors receive no director compensation; ownership guideline for non-employee directors is ≥5x cash retainer |
Employment Terms
| Term | Zimmerman (CEO) |
|---|---|
| Agreement Effective | July 1, 2024; 3-year term; subject to extension via good-faith negotiations |
| Base Salary | $1,100,000 (from closing); periodic review; not decreased except broad reductions |
| Target Annual Bonus | 150% of base salary (pro-rated for H2 2024; 150% from 2025) |
| Annual Equity Grant Target | $8,500,000 per year during term; terms set by Board |
| Severance (no CIC) | 2x base salary + target bonus; lump sum after 60 days; pro-rata current-year bonus; 24 months COBRA reimbursement |
| CIC/Within 24 months of Merger Closing | 3x base salary + target bonus; immediate vesting of Omnibus Plan equity and Rollover Equity (performance awards at target); 36 months COBRA reimbursement |
| 280G Treatment | Optimized cutback vs full-pay to maximize after-tax benefits; 299% cap framework for executives other than Executive Chairman |
| Equity Vesting Protection | Full vest of Omnibus and Rollover equity that would vest within 18 months after termination in specified cases (excludes Merger Completion Awards) |
| Restrictive Covenants | Non-compete and non-solicit generally for minimum 12 months post-termination, extended by severance/continued vesting months up to 24 months; confidentiality and non-disparagement |
| Clawback | Company Clawback Policy per NYSE/SEC rules; restatement-triggered recovery of excess incentive compensation from prior 3 years |
Compensation Structure Analysis
- Mix and performance alignment: Post-merger plan increases performance-linked pay, tying cash and equity to Adjusted EBITDA and unlevered pre-tax free cash flow, aligning with deleveraging and disciplined capital allocation .
- Award modifications: Legacy Cedar Fair performance units converted to time-based RSUs upon the merger—necessary for plan continuity but reduces near-term performance contingency (mitigated by transitional PSUs on EBITDA and ongoing PSUs on 2025–2027 FCF) .
- Governance features: Independent compensation consultant (FW Cook), mandatory ownership guidelines, clawback, no excise tax gross-ups, anti-hedging/pledging—all favorable for shareholder alignment .
Compensation Committee Analysis
- Composition (2024): Enrique Ramirez Mena (Chair), Michelle Frymire, D. Scott Olivet, Marilyn Spiegel; all independent; no interlocks or insider participation; annual risk assessment conducted .
- Consultants: FW Cook (post-merger), Semler Brossy, Pearl Meyer (pre/post-merger benchmarking) assessed as independent and conflict-free .
- Peer group: Combined company peer set spans leisure, entertainment, hospitality; compensation positioned between median and 75th percentile for legacy CFR NEOs .
SAY‑ON‑PAY & Shareholder Feedback
- 2025 proposals: Advisory approval of NEO compensation (Proposal Three) and annual say-on-frequency recommendation (Proposal Four: “each year”) .
- Stockholder engagement: Ongoing outreach on governance, capital allocation, leverage, and executive compensation .
Performance & Track Record
- Achievements: Completed merger-of-equals; drove combined operating performance—attendance +15.0M visits; Adjusted EBITDA +$347.6M YoY, of which $319.6M from legacy Six Flags and $28.0M from legacy Cedar Fair .
- Risks/Headwinds: 2H 2024 TSR underperformed peers as integration and higher interest/tax expenses weighed on GAAP results .
- Company-selected measures emphasize EBITDA and FCF; disclosure of pay-versus-performance provided under SEC rules .
Director Compensation (As Applicable to Zimmerman)
- No cash/equity fees for management directors; Board retains standard fee schedule for non-management directors; equity retainer introduced in 2025 for directors .
Equity Ownership & Insider Selling Pressure Indicators
- CEO guideline compliance restricts selling below 6x salary; all executives compliant as of April 28, 2025, reducing near-term selling pressure risk .
- Anti-hedging and anti-pledging policies, plus trading policy restrictions, mitigate misalignment/leveraged exposure risks .
- No related‑party transactions disclosed for 2024 through filing date .
Past Cash Incentive Metrics and Payouts (Detail)
| Period | Metric | Target | Actual | Payout |
|---|---|---|---|---|
| H1 2024 (legacy CF) | Functional currency EBITDA before incentive comp | $124.0M | $122.0M (98% of target) | 50% of full-year target ⇒ $750,000 |
| H2 2024 (Company) | Adjusted EBITDA | $811M | $767M (95% of target) | 54.9% of target ⇒ $452,925 |
Investment Implications
- Pay-for-performance alignment improved post-merger via EBITDA and FCF metrics; strong ownership policies and clawbacks support governance quality .
- Conversion of legacy performance awards to time-based RSUs introduces some near-term performance dilution, offset by significant PSU overhang tied to multi-quarter EBITDA and three-year FCF outcomes—monitor vesting milestones and Adjusted EBITDA trajectory through 2026 for realized dilution and incentive efficacy .
- Severance and CIC economics are sizeable (3x CEO cash comp + full vesting), supporting retention but potentially elevating change-in-control costs; 280G cutback optimization in place .
- Execution risk remains around integration synergies and capital structure given 2024 GAAP net loss from taxes/interest; TSR underperformance vs peers in 2H 2024 warrants tracking say‑on‑pay outcomes and forward estimate revisions .