Michael Rady
Chief Human Resources Officer at PRKS
Executive
About Michael Rady
Michael Rady (age 53) is Chief Human Resources Officer (CHRO) at United Parks & Resorts Inc. (PRKS), appointed September 18, 2024 and effective October 7, 2024, following 17 years at PepsiCo and prior HR and operational roles at Ingersoll Rand . During 2024, PRKS delivered total revenues of $1,725.3M, Adjusted EBITDA of $700.2M, and diluted EPS of $3.79; five‑year stock performance was “in line with relevant U.S. equity markets,” framing the company’s pay‑for‑performance context for his awards . The 2024 Say‑on‑Pay vote passed with 99.1% support (excluding abstentions and broker non‑votes), and the Compensation Committee continued broad investor engagement into 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PepsiCo | Field and headquarters HR supporting sales, manufacturing, marketing, strategy | 17 | Multi‑functional HR leadership across commercial, operations, and corporate strategy |
| Ingersoll Rand | Global staffing lead; University Relations; HR generalist; LEAN process improvement; general management in Climate Controlled Sector | — | Built global talent pipelines; drove process improvement and P&L execution in climate sector |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external directorships or committee roles disclosed for Michael Rady |
Fixed Compensation
| Item | FY2024 | Notes |
|---|---|---|
| Base Salary | $250,000 | CHRO effective 10/7/2024 |
| Target Bonus % of Salary | 80% | Annual bonus structure; 50% cash, 50% PSUs at grant |
| Actual Bonus Paid (FY2024) | Not eligible | Due to October 7, 2024 start date |
Performance Compensation
2024 Annual Bonus Program (Design context)
| Component | Weighting | Target/Payout Mechanics | 2024 Actual (Company) | Vesting |
|---|---|---|---|---|
| Adjusted EBITDA (pre‑bonus) | Up to 45% (varies by role) | No max; +0.5% of target for each $1M above target; 50% payout at threshold | $700.2M vs $902.0M target → 0% payout for that metric | Cash and PSUs; PSUs settle post‑year |
| Total Revenues | Up to 15% | No max; 50% payout at threshold | $1,725.3M vs $2,023.0M target → 0% payout for that metric | Cash and PSUs; PSUs settle post‑year |
| Guest Satisfaction | Up to 20% | Thresholds per park per quarter | Below threshold across parks; 0% payout | Annual bonus timing |
| Department Cost Basis | Up to 20% | Binary assessment by Committee | Not met for some NEOs; met for others | Annual bonus timing |
| Department Capex | Up to 20% | Committee assessment | Payouts varied (e.g., 31.5%–55.9%) | Annual bonus timing |
| Discretionary & Individual | Up to 10% | Committee discretion | 100% for some NEOs; not above target in past 3 years | Annual bonus timing |
| Cost Objectives Modifier | ±25% | Company/park/functional cost targets | Target not met; awards reduced by 25% | Applied to total bonus |
Note: Michael Rady was not eligible for FY2024 bonus due to start date .
2024 Long‑Term Incentive Plan (LTIP) – PSUs and Options
| Metric | Weight | Target Definition | Performance Period | Vesting | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA (Company, FY2026) | 75% | Predefined Company Adjusted EBITDA target for FY2026 | 2024–2026 | PSUs vest based on achievement after period | Threshold/Target/Max share ranges specified at grant (see below) |
| Adjusted EBITDA (Growth initiatives, FY2025) | 12.5% | Initiative‑specific Adjusted EBITDA | 2024–2025 | PSU tranche tied to FY2025 | Defined at grant |
| Other predefined non‑EBITDA growth objectives (FY2025) | 12.5% | Operational growth goals | 2024–2025 | PSU tranche tied to FY2025 | Defined at grant |
| Stock Options | — | Fair market value strike; options valued for accounting via Black‑Scholes | Grants in 2024 | Time‑vest over three to four years; max 10‑year term | Options only have value above strike |
Michael Rady – 2024 Sign‑On and Equity Awards
| Grant Type | Grant Date | Shares / Strike | Grant‑Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (time‑vesting) | 11/11/2024 | 8,805 units | $499,948 | 2,201 on 11/11/2025; 2,201 on 11/11/2026; 2,201 on 11/11/2027; 2,202 on 11/11/2028 |
| RSUs (time‑vesting; bonus replacement) | 11/11/2024 | 2,641 units | $149,956 | 2,641 vest upon acceptance of award agreement; remaining vest 3/31/2026 |
| PSUs (LTIP tranche A) | 11/11/2024 | Threshold 2,201; Target 8,805; Max 13,207 | — | Vest based on FY2025/2026 performance goals |
| Stock Options (set 1) | 11/11/2024 | 6,164 options @ $56.78 strike | $210,439 | Equal annual installments over four years |
| Stock Options (set 2) | 11/11/2024 | 2,641 options @ $56.78 strike | $90,164 | Equal annual installments over four years |
Additional sign‑on equity commitments: $500,000 stock options; $500,000 RSUs; $500,000 PSUs; plus $150,000 RSUs in lieu of 2024 annual bonus participation; all vesting as specified above .
2024 Reported Compensation (ASC 718 grant‑date fair values)
| Component | FY2024 Amount |
|---|---|
| Salary | $58,333 (partial year) |
| Stock Awards (RSUs/PSUs) | $649,904 |
| Option Awards | $300,603 |
| Bonus (cash) | $0 |
| Non‑Equity Incentive | $0 |
| All Other Compensation | $216 |
| Total | $1,009,056 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Outstanding time‑vesting RSUs (as of 12/31/2024) | 3,961 units: 2,641 vest upon acceptance; remainder vests 3/31/2026 |
| Outstanding time‑vesting RSUs (4‑year) | 8,805 units: 2,201 vest each on 11/11/2025, 11/11/2026, 11/11/2027; 2,202 on 11/11/2028 |
| Outstanding PSUs (2024 LTIP) | Threshold 2,201; Target 8,805; Max 13,207; actual vesting contingent on performance |
| Outstanding Options | 6,164 and 2,641 options @ $56.78 strike; vest in equal annual installments over four years |
| Ownership Guidelines | Executive officers must hold 3× salary; retain 50% of net after‑tax shares from awards |
| Hedging/Pledging | Prohibited; no hedging or pledging of Company stock |
| Clawback | Awards subject to Company clawback policy and applicable law (Sarbanes‑Oxley, Dodd‑Frank, NYSE) |
Employment Terms
- Appointment and Role: Appointed CHRO on September 18, 2024; effective October 7, 2024 .
- Severance: Under the Severance Plan, illustrative potential cash severance of $375,000 plus $20,000 health continuation for termination without cause at 12/31/2024; “cash severance includes amounts payable with respect to salary and bonus” .
- Change‑of‑Control: Double‑trigger acceleration; potential cash $375,000, health $20,000, and accelerated equity valued at $643,151 (illustrative as of 12/31/2024) .
- Good Reason (CoC): Accelerated equity valued at $643,151 for “good reason” termination (no cash/health in that scenario per table) .
- Non‑Compete/Non‑Solicit: Not specifically disclosed in proxy; Company uses standard restrictive covenants referenced in severance arrangements .
- Clawback/Hedging: Company clawback policy applies; hedging/pledging prohibited .
Performance & Track Record (Company Context)
| Metric | FY2023 | FY2024 |
|---|---|---|
| Total Revenues ($M) | 1,726.6 | 1,725.3 |
| Adjusted EBITDA ($M) | 713.5 | 700.2 |
| Diluted EPS ($) | 3.63 | 3.79 |
| Attendance (Millions) | 21.6 | 21.6 |
| Total Revenue per Capita ($) | 79.91 | 80.07 |
| 5‑Year Stock Performance | In line with relevant U.S. equity markets (textual disclosure) | In line with relevant U.S. equity markets (textual disclosure) |
Compensation Committee Analysis
- Committee Composition: Scott Ross (Chair), James Chambers, Yoshikazu Maruyama, Thomas Moloney; all “independent” per NYSE and Exchange Act standards .
- Independent Consultant: W.T. Haigh & Company serves as independent advisor; annual risk assessment found programs do not encourage excessive risk .
- Peer Group (2024): AMC Entertainment, 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 .
- Governance Practices: Majority voting for directors; performance‑based equity emphasis; stock ownership guidelines; clawback; no option repricing without shareholder approval; no excise tax gross‑ups on CoC .
Investment Implications
- Equity alignment and retention: Front‑loaded sign‑on equity (RSUs, PSUs, options) with multi‑year vesting, plus a specific vest cadence (e.g., 11/11 annually through 2028, and 3/31/2026), suggests strong retention hooks and predictable potential supply from vesting events; monitoring Form 4 filings around those dates can inform near‑term selling pressure analysis .
- Performance leverage: 2024 LTIP tilts 75% to FY2026 Adjusted EBITDA, with additional FY2025 growth metrics—payouts are explicitly contingent; options struck at $56.78 ensure value creation only above strike, reinforcing pay‑for‑performance .
- Governance safeguards: Double‑trigger CoC vesting, robust clawback, stock ownership requirements, and hedging/pledging prohibitions reduce misalignment and mitigate governance risk .
- Bonus downside sensitivity: 2024 outcomes show strict adherence to targets and a cost modifier (−25%) when objectives are missed—indicative of disciplined incentive design that can compress cash payouts in softer years .
- Shareholder sentiment and committee posture: 99.1% Say‑on‑Pay support and active investor engagement, coupled with an independent consultant and well‑defined peer group, reduce risk of pay inflation or metric gaming, supporting confidence in future awards calibration .