Kimberly Schaefer

About Kimberly Schaefer

Kimberly Schaefer, age 59, has served as an independent director of United Parks & Resorts Inc. since December 2020; she is a CPA (inactive) with deep operating experience as former CEO of Great Wolf Resorts and Two Bit Circus, and currently CEO of RP Illusions . The Board has affirmatively determined she is independent under NYSE standards and she qualifies as an audit committee financial expert .

Past Roles

External Roles

Board Governance

• Committees: Audit Committee and Revenue Committee (not a chair) .
• Independence: Board determined Ms. Schaefer is independent for NYSE and committee service; Audit Committee membership fully independent .
• Audit expertise: Identified as an audit committee financial expert, reflecting CPA background and public-company CEO experience .
• Attendance: In 2024 she attended all Audit Committee meetings but fewer than 75% of aggregate Board and committee meetings due to unusually high meeting volume; the company deems the 75% metric not meaningful in this context .
• Board structure: Lead Independent Director is Timothy Hartnett; executive sessions are held regularly; Board held 12 meetings and committees held 41 in 2024 .
• Hill Path influence: Hill Path (≈49.49% ownership at the time) can designate up to three directors and has one designee on each committee by agreement; Ms. Schaefer is not a Hill Path designee .

Fixed Compensation

Director compensation for fiscal 2024:

Key 2024 retainer components relevant to Ms. Schaefer’s roles (paid quarterly; may elect DSUs/RSUs in lieu of cash):

Notes:

• She elected 50% cash and 50% DSUs/RSUs in lieu of cash; equities are valued at the prior-day closing price on grant .
• Annual equity award to non-employee directors: $220,000 in DSUs/RSUs, vesting fully the day before the next annual meeting, with double-trigger or change-in-control vesting as specified .

Performance Compensation

• No performance-based pay is disclosed for directors; director awards are time-based DSUs/RSUs under the Outside Director Compensation Policy .
• Context—company incentive design for executives: Annual bonus metrics include Adjusted EBITDA, Total Revenues, department/park objectives, guest satisfaction, and discretionary/individual goals, with no formal maximum payout on certain financial measures and a 25% reduction when cost objectives are missed .

Company executive incentive metrics and 2024 results (context):

Other Directorships & Interlocks

• Current boards: Hall of Fame Resort & Entertainment; prior: Luxurban Hotels Inc., Education Realty Trust .
• Interlocks/overlaps: Board includes Hill Path designees with committee presence by agreement; Ms. Schaefer is independent and not a Hill Path designee .
• No specific related-party transactions involving Ms. Schaefer are flagged in the proxy; related-person transactions require independent director approval per policy .

Expertise & Qualifications

• CPA (inactive); audit committee financial expert designation .
• CEO/operating leadership across leisure, hospitality, and experiential entertainment (Great Wolf Resorts, Two Bit Circus, RP Illusions) .
• Strategic revenue oversight via Revenue Committee membership .

Equity Ownership

Governance Assessment

• Strengths: Independent status; audit committee financial expert; active service on Audit and Revenue Committees; meaningful equity-based director pay and stock ownership guideline compliance that align interests with shareholders .
• Watch items and red flags:
  • Attendance: Fewer than 75% of aggregate meetings in 2024 given unusually high meeting cadence; she attended all Audit Committee meetings (mitigates risk) .
  • Section 16 compliance: Ms. Schaefer filed a Form 4 on April 2, 2024 covering three transactions that were due in 2023; delays attributed to a calculation error (procedural red flag) .
  • Board pay flexibility: 2025 Omnibus Plan sets a director compensation limit of up to $3,000,000 (from $1,000,000), subject to disinterested stockholder approval, which increases potential board pay and warrants monitoring for pay inflation risk .
  • Control dynamics: Hill Path’s rights to designate directors and have representation on each committee create concentrated influence; protections were enhanced via the 2024 amendment requiring proportional voting above 24.9% and special committee approvals for certain transactions, but minority shareholder dynamics remain sensitive .

Additional signals:

• Say-on-Pay: 2024 advisory vote approval at 99.1% supports compensation governance credibility at the company level .
• Board workload: High meeting count (12 Board; 41 committee meetings in 2024) underscores significant director time demands; meeting fees apply only above 12 meetings .

Related-Party Exposure and Policies

• Policy requires independent director review/approval of related person transactions and special committee approvals for Hill Path-related matters post-amendment; any acquisition transaction price parity required for Hill Path vs other shareholders .
• No hedging or pledging company stock per governance practices (applies broadly to insiders) .

Director Compensation Structure and Mix

Overall implication: Schaefer brings strong operating and audit oversight credentials and independence, but 2024 attendance optics and a prior Section 16 reporting lapse warrant continued monitoring; evolving board pay limits and Hill Path’s structural influence are broader governance considerations for investor confidence .