Tim Fisher
About Tim Fisher
Tim V. Fisher is Chief Operating Officer (COO) of Six Flags Entertainment Corporation (ticker: FUN) and was a named executive officer both pre- and post-merger; his post-merger employment agreement took effect July 1, 2024 with a three-year term . The company’s 2024 performance post-merger featured consolidated net revenues of $2.7B vs $1.8B in 2023, Adjusted EBITDA of $875.3M vs $527.7M, and a net loss of $231.2M vs net income of $124.6M in 2023, providing context for incentive metrics tied to Adjusted EBITDA and unlevered pre-tax free cash flow . The compensation program emphasizes performance-based pay, clawbacks, stock ownership alignment (3x salary for executives), and strict anti-hedging/anti-pledging, all of which apply to Fisher .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Six Flags Entertainment Corporation (combined company) | Chief Operating Officer (COO) | 2024–present | Leads operations and integration; incentives tied to company Adjusted EBITDA and unlevered pre-tax free cash flow . |
| Cedar Fair (legacy) | Senior executive (NEO); recognized for asset monetization | 2022 | Received a 50,000 time-based restricted unit award in Aug-2022 for leadership in completing the sale of land at California’s Great America, supporting capital allocation . |
External Roles
- Not disclosed in the 2025 proxy and relevant 8-Ks; skip.
Fixed Compensation
| Component | 2023 | 2024 (pre-Merger) | 2024 (post-Merger) | 2025 |
|---|---|---|---|---|
| Base Salary (USD) | $648,900 | $681,300 | $750,000 | $750,000 |
| Target Annual Cash Incentive (% of Salary) | 125% (legacy Cedar Fair target) | 125% | 125% | 125% |
| Annual Equity Grant Target Value (USD) | n/a | n/a | $3,400,000 (agreement term) | $3,400,000 (agreement term) |
Performance Compensation
Annual Cash Incentives (2024)
| Metric | Period | Target Award | Payout (% of Target) | Actual Payout (USD) | Notes |
|---|---|---|---|---|---|
| Functional Currency Adjusted EBITDA (legacy Cedar Fair) | H1 2024 | $425,813 (prorated 50% of full-year target $851,625) | 50.0% (paid at greater of actual vs target per Merger agreement) | $425,813 | H1 performance at ~98% of target; prorated payout at target . |
| Adjusted EBITDA (combined company) | H2 2024 | $468,750 | 54.9% | $257,344 | Company achieved 95% of H2 Adjusted EBITDA target ($767M vs $811M) . |
Long-Term Incentives and Special Awards
| Award Type | Grant/Conversion | Target/Units | Metric and Scale | Vesting/Timing | Notes |
|---|---|---|---|---|---|
| Initial post-merger Performance Stock Units (PSUs) | Aug 20, 2024 | 65,247 target; 130,494 max | Trailing-4Q Adjusted EBITDA; scale: <94% no payout, 94%→25%, 96%→50%, 100%→100%, ≥108%→200% | Performance period ends Dec 31, 2026; pays in stock after determination; continuous employment required | No dividend equivalents . |
| Legacy Cedar Fair 2024–2026 performance units (converted to time-based RSUs at target at Merger) | Mar 28, 2024 → conversion at Jul 1, 2024 | 28,020 target | Cumulative unlevered pre-tax FCF (60%) + cumulative Adjusted EBITDA (40%) | Payable after original performance period end; continues as time-based RSUs | Converted at target per Merger terms . |
| 2024 restricted unit award (converted to restricted stock at Merger) | Mar 28, 2024 | 12,009 units | Time-based | 1/3 vest Mar 31, 2025; 1/3 Feb 23, 2026; 1/3 Feb 22, 2027; cash dividend equivalents accrue | Standard RS vesting cadence. |
| 2023 restricted unit award (converted to restricted stock at Merger) | 2023 (Cedar Fair) | See outstanding awards table | Time-based | One-half vested Feb 24, 2025; remaining half Feb 23, 2026 | Cash distribution equivalents accrue . |
| 2022 restricted unit award (converted to restricted stock at Merger) | 2022 (Cedar Fair) | See outstanding awards table | Time-based | Vested Feb 24, 2025 | Cash distribution equivalents accrue . |
| Additional time-based restricted unit award (recognition) | Aug 23, 2022 | 50,000 units | Time-based | Vests Aug 23, 2025; cash dividend equivalents accrue | Award recognizes CA Great America land sale execution . |
| Merger Completion Award (equity) | Dec 2023; converted on Merger close | 25,497 units vested in 2024; remaining half scheduled | Transaction milestone | 50% vested Dec 2024; remaining 50% payable June 4, 2025; cash distribution equivalents accrue | Subject to employment continuity and Merger closing . |
Pay-Versus-Performance context (company-level)
| Metric | 2023 | 2024 |
|---|---|---|
| Consolidated Net Revenues (USD Billions) | $1.8 | $2.7 |
| Adjusted EBITDA (USD Millions) | $527.7 | $875.3 |
| Net (Loss)/Income (USD Millions) | $124.6 | $(231.2) |
| TSR (Jul 2–Dec 31 period) | — | -12.21% (vs S&P Leisure Facilities +10.36%) |
Equity Ownership & Alignment
| Item | Value/Detail |
|---|---|
| Total beneficial ownership (shares) | 192,870 (sole voting power 192,870; sole investment power 107,882) . |
| Restricted stock counted in voting power | 84,988 shares (no investment power) . |
| Direct share ownership | 107,882 shares (sole voting and investment power) . |
| Unearned PSUs outstanding (target) | 65,247 shares (Initial Post-Merger PSUs) . |
| Time-based RSUs outstanding (selected) | 12,009 (2024 grant) ; 50,000 (Aug 2022 award) vesting Aug 23, 2025 . |
| Stock ownership guidelines | Executives must hold stock equal to 3x base salary; executives were in compliance as of Apr 28, 2025 . |
| Hedging/pledging | Prohibited for directors, officers, employees; no margin accounts, no pledging . |
Employment Terms
- Term and role: Fisher’s employment agreement is effective July 1, 2024 for a 3-year term, no auto-renewal; COO with initial base salary $750,000 and target annual cash incentive at 125% of salary; annual equity grant target value $3.4M; Initial post-merger PSU grant at 65,247 target shares .
- Severance (outside change-in-control): If terminated without cause, due to disability, or resigns for good reason, cash severance equals 1× base salary + target annual bonus; pro-rata annual bonus for year of termination; full vesting of RS/RSUs and any equity vesting within 18 months (excluding Merger Completion Awards); 12 months COBRA premium reimbursement; accrued amounts paid .
- Change-in-control or within 24 months of merger effective date: Cash severance equals 2.5× base salary + target annual bonus; immediate vesting of all equity (performance awards paid at target); 30 months COBRA reimbursement; accrued and pro-rata bonus paid .
- Retirement: If he completes the three-year term and gives at least 12 months’ notice, he continues to vest pro-rata for 18 months post-retirement in awards granted after closing (excluding Initial PSUs); legacy Cedar Fair rollover awards vest per retirement provisions .
- Restrictive covenants: Non-competition and non-solicitation apply post-termination; non-compete minimum 12 months and extends by months of severance/equity vesting (subject to 24-month cap); confidentiality and non-disparagement apply .
- Clawback: Incentive compensation subject to company-wide clawback policy compliant with SEC/NYSE; applies to restatements; employment agreements also include clawbacks .
Compensation Structure vs Performance Metrics
| Program Element | Design Details | Performance Linkage |
|---|---|---|
| Annual cash incentive (2024) | H1 legacy Cedar Fair awards (functional currency Adjusted EBITDA before incentive comp); H2 combined company awards (Adjusted EBITDA) . | Payouts calibrated to performance scales; H1 paid at target; H2 paid at 54.9% of target . |
| Long-term incentives (2024 legacy Cedar Fair) | 70% performance units; 30% time-based units; metrics: cumulative unlevered pre-tax FCF (60%), cumulative Adjusted EBITDA (40%); converted at Merger to time-based RSUs at target/actual per period . | Drives multi-year FCF deleveraging and EBITDA growth; conversion removed performance post-close but preserved service-based vesting. |
| Initial post-merger PSUs | Trailing-4Q Adjusted EBITDA; 12–30 months post-close; 0–200% payout; no dividend equivalents . | Aligns near-term integration to EBITDA targets post-merger. |
| 2025 program update | For legacy Cedar Fair NEOs: 30% restricted stock (ratable 3-year vest); 70% PSUs on cumulative unlevered pre-tax FCF (2025–2027); annual cash incentive on 2025 Adjusted EBITDA . | Emphasizes long-term cash generation and deleveraging consistent with strategy. |
Risk Indicators & Governance
- No excise tax gross-ups; limited perquisites; annual risk assessment; independent compensation consultant; anti-hedging and anti-pledging strictures; securities trading policy restricts short sales/options/pledging .
- Related party transactions: None that must be disclosed for 2024–filing date .
- Ownership guidelines: 3× salary for executive officers; compliance achieved as of April 28, 2025 .
- Say-on-pay advisory vote conducted annually; Compensation Committee uses stockholder feedback .
Company Performance Benchmarks (context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $1,817,383,000 | $1,798,668,000 | $2,708,926,000 |
| EBITDA (USD) | $528,241,000* | $504,513,000* | $807,481,000* |
| Net Income - (IS) (USD) | $307,668,000* | $124,559,000* | $(231,164,000) |
| Values with asterisk (*) retrieved from S&P Global. |
Investment Implications
- Alignment: Fisher’s pay mix is heavily performance-oriented with near-term PSUs tied to trailing-4Q Adjusted EBITDA and multi-year PSUs tied to cumulative unlevered pre-tax free cash flow, directly linking compensation to integration execution, margins, and deleveraging .
- Retention and selling pressure: Multi-year RSU vesting cadence (2025–2027) and a remaining Merger Completion award vesting on June 4, 2025 create identifiable supply windows; anti-pledging and ownership requirements mitigate forced selling/leveraged positions .
- Change-in-control economics: A robust double-trigger framework (2.5× cash severance; full equity vesting at target for performance awards) lowers near-term departure risk but can raise payout sensitivity if strategic actions occur; monitor integration KPIs against PSU scales to gauge likely vesting outcomes .
- Execution signals: 2024 H2 bonus paid at 54.9% amid 95% of target Adjusted EBITDA highlights disciplined payout governance; watch 2026 PSU determination for EBITDA thresholds (≥108% yields 200% payout) as a potential positive inflection .
Citations refer to SEC/Company documents:
Proxy DEF 14A (May 9, 2025): [1:x]; 8-K employment agreements (Oct 15, 2024): [6:x].