Marc Swanson
About Marc Swanson
Marc G. Swanson, 54, is Chief Executive Officer of United Parks & Resorts Inc. (PRKS) and has served as CEO since May 2021 (interim CEO April 2020–May 2021). He previously served as CFO & Treasurer (Aug 2017–Apr 2020) and earlier as Chief Accounting Officer; he holds a B.S. in Accounting from Purdue University, an MBA from DePaul University, and is a CPA . In fiscal 2024, PRKS delivered revenue of $1,725.3M (flat YoY), diluted EPS of $3.79 (+4.4% YoY), and Adjusted EBITDA of $700.2M (-1.9% YoY); management cites five‑year stock performance “in line with relevant U.S. equity markets” .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Parks & Resorts (PRKS) | Chief Executive Officer (Interim Apr 2020–May 2021; CEO since May 2021) | 2020–present | Led post‑pandemic recovery and capital allocation; accountable for revenue, EBITDA, guest metrics used in incentives |
| United Parks & Resorts (PRKS) | Chief Financial Officer & Treasurer | 2017–2020 | Oversaw finance during margin expansion and operations normalization; interim CEO Sept–Nov 2019 |
| United Parks & Resorts/SeaWorld Parks | Chief Accounting Officer; VP Performance Mgmt & Corporate Controller; Corporate Controller (Busch Entertainment) | 2008–2017 | Built financial infrastructure; controls and reporting enhancements |
| Sesame Place (PRKS park) | Vice President of Finance | 2004–2008 | On‑park P&L leadership; operational and CapEx discipline |
External Roles
- Not disclosed for Mr. Swanson in the 2025 proxy .
Fixed Compensation
| Year | Base Salary ($) | Target Annual Bonus (% of Salary) | Target Bonus ($) | Actual Cash NEIP Payout ($) | Discretionary Bonus ($) | All Other Comp ($) |
|---|---|---|---|---|---|---|
| 2024 | 450,000 | 150% | 675,000 | 7,965 | — | 8,011 |
| 2023 | 450,000 | Not specifically stated | — | 2,632 | 37,969 | 7,733 |
| 2022 | 450,000 | Not specifically stated | — | 36,723 | 44,176 | 7,232 |
Notes: NEIP = Non‑Equity Incentive Plan compensation (cash component under annual plan). All figures per Summary Compensation Table .
Performance Compensation
Annual Bonus Design (2024)
- 50% cash and 50% in performance share units (PSUs) granted at start of year; PSU portion settles in shares based on annual performance .
- CEO metric weights and outcomes (2024):
| Metric | Weight | Threshold | Target | Max | Actual | Payout Factor | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA (pre‑bonus) | 45% | $812.0M | $902.0M | No Max | $700.2M | 0.0% | 0.0% |
| Total Revenues | 15% | $1,820.7M | $2,023.0M | No Max | $1,725.3M | 0.0% | 0.0% |
| Department Cost Basis | 15% | n/a | n/a | n/a | n/a | 0.0% | 0.0% |
| Guest Satisfaction | 15% | n/a | n/a | n/a | n/a | 0.0% (below threshold) | 0.0% |
| Dept. Capital Expenditures | 10% | n/a | n/a | n/a | n/a | 31.5% factor | 3.1% |
| Cost Objectives Adjustment | — | — | — | — | — | -25% (target not met) | -25% applied |
| Final Payout vs. Target | 100% total | — | — | — | — | — | 2.4% |
- 2024 Say‑on‑Pay approval: 99.1% support (ex‑abstain/broker non‑votes) .
Long‑Term Incentives (LTIP)
- 2024–2026 LTIP target for CEO: 400% of salary ($1.8M), split 75% PSUs and 25% stock options; options vest in equal annual installments over three years .
- 2024 PSU performance mix: 75% FY‑2026 Adjusted EBITDA; 12.5% FY‑2025 Adjusted EBITDA for growth initiatives; 12.5% FY‑2025 other growth objectives .
- 2024 CEO equity grants (selected details):
| Award | Grant Date | Shares/Units (Target) | Range (Thr–Max) | Exercise Price | Vesting |
|---|---|---|---|---|---|
| PSUs (LTIP) | 5/15/2024 | 25,385 | 6,346–38,077 | n/a | Perf‑based; 2025–2026 metrics |
| PSUs (Annual equity portion) | 8/14/2024 | 7,230 | 1,635–9,037 | n/a | Perf‑based (annual plan) |
| Stock Options (tranche 1) | 5/15/2024 | 5,923 | — | $53.18 | Time‑based; 2025–2027 installments |
| Stock Options (tranche 2) | 5/15/2024 | 2,538 | — | $53.18 | Time‑based; 2025–2027 installments |
Realized equity in 2024: 38,968 shares vested (value $2,051,997) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (most recent) | 198,989 shares as of Aug 11, 2025 (<1%) |
| Beneficial ownership (proxy record date) | 198,194 shares as of Apr 15, 2025 (<1%) |
| Options exercisable within 60 days | 30,810 shares (as of Aug 11, 2025) |
| Unvested/Unexercisable options snapshot | Multiple tranches incl. 2,820/2,821 vesting in 2025–2027 at $53.18; other tranches at $56.92/$64.71 |
| Outstanding PSUs (not in beneficial ownership) | 49,102 PSUs for Mr. Swanson (performance‑vesting) |
| Small unvested RSUs | 170 units; ~$9,552 market value at 12/31/2024 |
| Ownership guidelines | CEO 6x salary; others 3x; must retain 50% of net after‑tax shares until met |
| Compliance status | All NEOs subject to guidelines were in compliance as of Apr 15, 2024 |
| Hedging/Pledging | Hedging prohibited; pledging limited to GC‑approved situations per policy |
Implication: Large PSU mix and staged option vesting create multi‑year alignment; monitor routine sell‑to‑cover activity around vesting dates (policy allows, but hedging is prohibited) .
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment agreement | None; covered by Key Employee Severance Plan |
| Base severance (no CIC) | CEO: 24 months base salary; pro‑rata annual cash bonus (capped at target, based on actual performance) + $25,000 health coverage stipend; subject to release and restrictive covenants |
| CIC treatment | Double‑trigger: if terminated without cause or resigns for “good reason” within 12 months post‑CIC, unvested options and time‑vested equity generally accelerate; performance awards per plan/actuals |
| Non‑compete | 1 year; Non‑solicit: 2 years (as a condition of severance) |
| Clawbacks | Company clawback policy applies to incentive comp; Dodd‑Frank/SOX/NYSE compliant |
| Sample quantified outcomes (12/31/2024 scenario) | Termination under Severance Plan: $907,965 cash + $25,000 health (no equity acceleration) ; CIC double‑trigger: $907,965 cash + $25,000 health + $44,685 equity acceleration value |
Compensation Structure Analysis
- Mix and leverage: Approximately 60%+ of 2024 NEO target pay is equity‑based; almost 75% of NEO pay is performance‑aligned (variable) per design narrative . The CEO’s 2024 annual bonus paid at ~2.4% of target due to misses on Adjusted EBITDA and revenue thresholds and a –25% cost penalty, underscoring a stringent pay‑for‑performance construct .
- Long‑term orientation: 2024 LTIP is 75% PSUs with multi‑year EBITDA targets and 25% options (value realization only with share price appreciation); options determined assuming a share price double over the period, raising the performance bar .
- Governance safeguards: No option repricing without shareholder approval, no excise tax gross‑ups on CIC, dividend equivalents only on vested awards, double‑trigger CIC equity vesting, conservative share counting, and independent advisor oversight (Haigh) .
Performance & Track Record
| Metric | 2024 | 2023 | YoY |
|---|---|---|---|
| Total Revenues ($M) | 1,725.3 | 1,726.6 | -0.1% |
| Adjusted EBITDA ($M) | 700.2 | 713.5 | -1.9% |
| Diluted EPS ($) | 3.79 | 3.63 | +4.4% |
| Attendance (M) | 21.6 | 21.6 | -0.3% |
| Total Revenue per Capita ($) | 80.07 | 79.91 | +0.2% |
Qualitative: Company cites five‑year stock performance in line with U.S. equity markets; 2024 say‑on‑pay support of 99.1% indicates positive shareholder feedback on comp program rigor .
Compensation Peer Group (Benchmarking)
- 2024 peers (12): AMC Entertainment, The Cheesecake Factory, Cinemark, Dave & Buster’s, Hilton Grand Vacations, Madison Square Garden Sports, Marriott Vacations Worldwide, Norwegian Cruise Lines, Six Flags Entertainment, Texas Roadhouse, Travel + Leisure, Vail Resorts .
- Approach: Market‑aware but no fixed percentile target; emphasis on total compensation competitiveness and performance‑alignment .
Risk Indicators & Red Flags
- Policies: Hedging prohibited; pledging limited; double‑trigger CIC; no option repricing without shareholder approval; no CIC excise gross‑ups .
- Say‑on‑pay: 99.1% approval in 2024 (low governance risk signal) .
- Option/award changes: None disclosed indicating repricing; annual plan includes no maximum payout for certain financial metrics but with high hurdles and cost gate, and PSU weighting mitigates undue risk .
Investment Implications
- Alignment and retention: CEO’s compensation is heavily back‑ended (PSUs/options) with strict EBITDA and growth gates; minimal 2024 bonus payout (2.4% of target) confirms downside sensitivity and shareholder alignment .
- Selling pressure: Near‑term insider selling pressure appears limited by low 2024 cash payout and performance‑based equity; expect periodic sell‑to‑cover around vesting events. Monitor Section 16 filings near vest dates for signals (policy prohibits hedging; pledging restricted) .
- Change‑in‑control economics: Moderate—2x salary plus pro‑rata bonus and double‑trigger equity vesting support retention without excessive shareholder cost .
- Governance strength: Strong say‑on‑pay support, robust clawbacks, and no repricing/gross‑ups reduce governance discount risk .