Selim Bassoul
About Selim Bassoul
Executive Chairman of the Board at Six Flags Entertainment Corporation (ticker FUN) since July 2024; previously President & CEO of legacy Six Flags (Nov 2021–Jun 2024) and Chairman of legacy Six Flags’ board (Feb–Nov 2021). Age 68; director since 2020 (legacy Six Flags). Education: BA, American University of Beirut; MBA, Kellogg School of Management. 2024 post-merger performance: consolidated net revenues $2.7B (+$0.9B YoY), Adjusted EBITDA $875.3M (+$347.6M YoY), net loss attributable to the Company $(231.2)M; Company TSR declined 12.21% from July 2 to Dec 31, 2024, vs S&P Leisure Facilities Index +10.36% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Six Flags Entertainment (legacy) | President & CEO | Nov 2021–Jun 2024 | Led operational turnaround and pre-merger positioning |
| Six Flags Entertainment (legacy) | Chairman of the Board | Feb 2021–Nov 2021 | Board leadership prior to CEO appointment |
| The Middleby Corporation | Chairman, President & CEO | 2001–2019 | Drove global expansion in foodservice equipment; operational expertise across geographies |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Diversey Holdings, Ltd. | Director & Non‑Executive Chairman; Audit Committee & People Resources Committee member | Mar 2021–Jun 2023 | Governance, audit oversight and human capital committee roles |
| 1847 Goedeker; Confluence Outdoor; Piper Aircraft; Scientific Protein Laboratories | Director (prior service) | Various | Board experience across consumer/industrial verticals |
Fixed Compensation
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $1,550,000 | $1,550,000 | $1,550,000 |
| 2024 Cash Incentive (Pre‑Merger H1) | Target | Actual | Notes |
|---|---|---|---|
| Legacy Six Flags Adjusted EBITDA target | $117.1M | $111.1M (95% of target) | Prorated payout at 50% of full‑year target |
| H1 bonus paid | $2,325,000 full‑year target | $1,162,500 (75% of base salary) | Paid at closing per merger terms |
| 2024 Cash Incentive (Post‑Merger H2) | Target | Actual | Payout |
|---|---|---|---|
| Company Adjusted EBITDA target (H2) | $811M | $767M (95% of target) | 85.6% of target per Bassoul scale |
| H2 bonus | $1,162,500 (75% of post‑merger base) | $995,100 | Scale: 75%→50%; 100%→100%; 150%→300% of base |
| 2024 Summary Compensation ($) | Salary | Bonus (Merger Completion Cash) | Unit/Stock Awards | Non‑Equity Incentive (H1+H2) | All Other |
|---|---|---|---|---|---|
| Selim Bassoul | $1,550,000 | $1,500,000 | $15,125,995 (includes legacy award settlements & initial PSUs at threshold) | $2,157,600 ($1,162,500 + $995,100) | $25,373 (commuting/travel) |
Performance Compensation
| Award | Metric | Target | Payout Scale | Performance Period | Vesting/Payout |
|---|---|---|---|---|---|
| Initial Post‑Merger PSUs | Trailing‑4‑quarter Adjusted EBITDA | 261,000 shares (Target); 522,000 (Max) | <94%:0%; 94%:25%; 96%:50%; 100%:100%; ≥108%:200% | 12–30 months post‑closing; ends Dec 31, 2026 | Shares payable after performance period; no dividend equivalents |
| Cash Incentive (H2 2024) | Adjusted EBITDA (Company) | $811M (target) | Bassoul scale: <75%:0%; 75%:50%; 100%:100%; 150%:300% of base | Jul–Dec 2024 | Paid in cash; actual $995,100 (85.6% of target) |
Notes:
- Company wide 2025 LTIP metrics use cumulative unlevered pre-tax free cash flow for PSUs; Company did not grant 2025 equity awards to legacy Six Flags NEOs (including Bassoul) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 387,178 shares; sole voting and investment power; less than 1% of outstanding shares |
| Vested vs Unvested | No RSUs/restricted stock outstanding post‑merger; unearned PSUs (threshold) 65,250 shares; target 261,000; max 522,000; market value at threshold $3,144,398 as of Dec 31, 2024 |
| Options | Company does not grant stock options |
| Pledging/Hedging | Prohibited for directors and officers; securities trading policy restricts short sales, options, pledging, margin accounts |
| Ownership Guidelines | CEO must hold 6x salary; other executive officers 3x; directors 5x annual cash retainer; executives and directors reported compliant or on track as of Apr 28, 2025 |
Employment Terms
- Agreement effective July 1, 2024; term ends upon earliest of two years, achievement of Maximum Level of Adjusted EBITDA under the PSU agreement, termination for any reason, or change in control .
- Base salary minimum $1,550,000 (review at first anniversary) .
- Annual cash incentive opportunity: threshold 50%, target 150%, maximum 300% of base salary; Company establishes performance goals; in-year H2 2024 payout followed this scale .
- Separation from service (any reason): prior‑year unpaid bonus, pro‑rata current year bonus based on actual performance; severance equal to 2× (base + target bonus); lump‑sum COBRA differential for 24 months .
- Good Leaver Termination (without cause, resignation for good reason, death/disability, or achievement of maximum Adjusted EBITDA): automatic vesting of PSUs at greater of target or actual; payment of accrued salary/benefits/expenses .
- Change in Control (if before second anniversary of PSU grant): automatic vesting of PSUs at greater of target or actual; 280G cut‑down applies (no excise tax gross‑ups; maximize after‑tax outcome) .
- Restrictive covenants: non‑compete 12 months; non‑solicit 24 months; confidentiality, non‑disparagement, cooperation .
- Clawback: incentive compensation recoverable upon required accounting restatement for prior 3 completed fiscal years; employment agreements and equity awards include clawback provisions .
Board Governance
- Role: Executive Chairman; not independent (former CEO); member of the Integration Committee .
- Board leadership: separate CEO, Executive Chairman, and Lead Independent Director; structure designed to balance oversight and management .
- Executive Chairman duties: chairs board meetings and most executive sessions; partners with CEO/LID on agendas; leads merger integration, cost synergies, culture integration; oversees Saudi Arabia park development until opening; stakeholder communications .
- Lead Independent Director: Daniel Hanrahan; presides over independent‑only executive sessions; liaison between independent directors and management; oversees board evaluations .
- Committee independence: Audit & Finance, Nominating & Corporate Governance, People, Culture & Compensation composed entirely of independent directors; Integration Committee includes management .
- Attendance: each current director attended ≥75% of board and applicable committee meetings during 2024 .
- Director pay: management directors (including Bassoul and CEO) receive no additional director compensation; standard non‑employee director retainer $85,000 cash + $200,000 restricted stock; committee and leadership fees as disclosed .
Performance Compensation – Detailed Tables
| 2024 Cash Incentive – Legacy Six Flags (H1) | Metric | Target Level | Actual | Payout Basis |
|---|---|---|---|---|
| Adjusted EBITDA (H1) | Financial measure | $117.1M | $111.1M (95% of target) | Prorated to 50% of full‑year award at closing; H1 cash paid $1,162,500 |
| 2024 Cash Incentive – Company (H2) | Metric | Target Level | Actual | Payout |
|---|---|---|---|---|
| Adjusted EBITDA (H2) | Financial measure | $811M | $767M (95% of target) | 85.6% of target; $995,100 paid |
| Initial Post‑Merger PSUs | Grant Value ($) | Target Shares | Max Shares | Performance Period End | Payout Scale |
|---|---|---|---|---|---|
| Bassoul Award | $13,600,710 | 261,000 | 522,000 | Dec 31, 2026 | <94%:0%; 94%:25%; 96%:50%; 100%:100%; ≥108%:200% |
Risk Indicators & Red Flags
- Dual role (Executive Chairman and director) with non‑independent status; mitigated by separate CEO and Lead Independent Director roles .
- Large legacy award settlements at merger closing created immediate equity vesting (incremental fair value $11.73M in 2024), potentially increasing float; ongoing PSUs vest post‑2026 limiting near‑term forced selling pressures .
- No excise tax gross‑ups; 280G cut‑down provisions apply; robust clawback and anti‑hedging/pledging policies .
Compensation Structure Analysis
- Mix: Significant equity component via Initial Post‑Merger PSUs tied to Adjusted EBITDA; cash incentives calibrated to EBITDA performance; no options granted, favoring RSUs/PSUs (lower risk than options) .
- Metric rigor: Thresholds and payout curves set below/at/above 100% performance, with maximums up to 200% of PSUs; H2 2024 payout at 85.6% suggests balanced calibration amid integration .
- Governance features: Independent compensation consultant (FW Cook) post‑merger; stock ownership requirements; clawback; anti‑hedging/pledging; annual say‑on‑pay planned .
Director Compensation (Bassoul)
- As an employee director, Bassoul receives no additional director compensation (cash or equity) for board service .
Equity Award & Vesting Schedule
- Initial PSUs: determination and payout after Dec 31, 2026; payable in shares in Q1 2027; no dividend equivalents accrual .
- Legacy Six Flags RSUs/PSUs: portion settled in restricted shares and fully vested at merger; remaining forfeited and replaced by Initial PSUs .
- Merger completion award: 50% cash paid at closing; 50% in restricted stock vested at closing and converted into Company shares .
Investment Implications
- Alignment: Strong pay‑for‑performance through Adjusted EBITDA PSUs and calibrated cash incentive scales; anti‑hedging/pledging and ownership guidelines reinforce alignment .
- Retention: Contract provides substantial severance and good‑leaver PSU vesting, reducing flight risk during integration; non‑compete/non‑solicit covenants protect continuity .
- Governance: Dual‑role non‑independence is mitigated by structural safeguards (separate CEO/LID, independent committees). Executive Chairman mandate emphasizes merger synergies and Saudi project oversight—execution on these levers likely to influence PSU outcomes and medium‑term equity vesting .
- Near‑term trading signals: No options and anti‑pledging lower forced sale risk; major Bassoul equity vesting is back‑loaded to the PSUs (post‑2026), while cash incentive outcomes track EBITDA run‑rate—monitor quarterly EBITDA progress vs trailing‑four‑quarter PSU thresholds for probability‑adjusted vesting outcomes .