William Gray
Director at PRKS
Board
About William Gray
William Gray (age 73) has served as an independent director of United Parks & Resorts Inc. since December 2014. He is Co‑Founder and Executive Director of Hulls Highway Consulting (since 2011) and a Senior Advisor to The Blackstone Group Inc. (since 2010). Previously, he was Co‑Chief Executive Officer and Vice Chairman of Ogilvy North America (2005–2009), President of Ogilvy Mather Advertising New York (1997–2005), and joined Ogilvy & Mather in 1978 as an Assistant Account Executive. He holds an MBA from the University of Virginia’s Darden School and a BA from Harvard College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ogilvy North America (Ogilvy & Mather Worldwide) | Co‑Chief Executive Officer and Vice Chairman | 2005–2009 | Led North America operations |
| Ogilvy Mather Advertising New York | President | 1997–2005 | Ran NYC advertising operations |
| Ogilvy & Mather, Inc. | Assistant Account Executive (joined) | 1978 (career progressed thereafter) | Early career foundation in marketing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hulls Highway Consulting | Co‑Founder and Executive Director | Since 2011 | Connecticut-based consulting firm |
| The Blackstone Group Inc. | Senior Advisor | Since 2010 | Strategic advisory role |
| New York Public Library | Trustee | Since 1997 | Longstanding civic governance role |
| Crocs, Inc. | Director | 2018–2020 | Prior public company directorship |
| Harleysville Group Insurance | Director | 2007–2011 | Prior public company directorship |
| HealthMarkets, Inc. | Director | 2013–2019 | Prior public company directorship |
| Century Family of Mutual Funds | Trustee | 2006–2018 | Prior mutual fund board experience |
| Zinio Publishing Group | Director | 2011–2014 | Prior private company board |
Board Governance
- Independence: Board affirmatively determined Gray is independent under NYSE and company guidelines; Audit Committee members (including Gray) meet Exchange Act Section 10A(m)(3) independence standards .
- Committee assignments (2024–2025): Audit Committee—Member; Nominating & Corporate Governance Committee—Member; Revenue Committee—Member .
- Special Committee service: Member of the 2025 Special Committee formed June 24, 2025 to evaluate additional share repurchases related to Hill Path ownership dynamics .
- Board structure context: Timothy Hartnett is Lead Director; Scott Ross is Non‑Executive Chairman. The Board and committees held an unusually high number of meetings in 2024 (Board 12; committees 29; total 41). Only two directors (Narang, Schaefer) were below 75% aggregate attendance; Gray was not flagged .
Fixed Compensation (Director, Fiscal 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual retainer (Outside Director) | $110,000 | Standard policy amount |
| Audit Committee member fee | $25,000 | Gray-specific fee |
| Nominating & Corporate Governance Committee member fee | $20,000 | Gray-specific fee |
| Revenue Committee member fee | $20,000 | Gray-specific fee |
| Special Committee fees | $110,000 | Gray-specific fees for special/ad hoc committees |
| Meeting fees | $0 | No meeting fees; policy pays $3,000 per meeting only beyond 12/year |
| Cash paid in 2024 | — | Gray elected DSUs/RSUs in lieu of cash; “Fees Earned or Paid in Cash” shown as “—” |
Performance Compensation (Director, Fiscal 2024)
| Equity Component | Grant Date Fair Value (USD) | Vesting | Notes |
|---|---|---|---|
| Total stock awards (Gray) | $508,033 | See below | Aggregate 2024 equity compensation |
| Equity issued in lieu of quarterly cash retainers/fees (Gray) | $288,083 | Immediate vesting if RSUs; DSUs settle post‑service | Value of equity replacing cash |
| Annual DSU/RSU award (policy) | $220,000 | 100% vests the day before the next annual meeting, subject to service | Standard annual equity for non‑employee directors |
| Change‑in‑control treatment | — | Full vesting upon change‑in‑control | For 2024 director equity awards per policy |
| Equity types | — | DSUs or, if timely elected, RSUs | Director choices per policy |
Note: Non‑employee director equity is time‑based; no performance metrics (e.g., TSR, EBITDA) apply to director grants .
Other Directorships & Interlocks
| Company/Entity | Relationship to PRKS | Potential Interlock/Conflict Assessment |
|---|---|---|
| Hulls Highway Consulting; Blackstone (Senior Advisor) | External roles only | No PRKS‑related transactions disclosed with these entities . |
| Prior boards (Crocs, Harleysville, HealthMarkets, Century Funds, Zinio) | Historical service | No current PRKS conflicts disclosed . |
Expertise & Qualifications
- Deep brand and marketing leadership from senior roles at Ogilvy (President of NYC office; Co‑CEO/Vice Chair of North America) .
- Strategic advisory experience (Blackstone Senior Advisor) and consulting leadership (Hulls Highway Co‑Founder/Executive Director) .
- Education: MBA (UVA Darden) and BA (Harvard), supporting governance and strategy oversight .
Equity Ownership
| Item | Amount | As‑of Date | Notes |
|---|---|---|---|
| Shares beneficially owned | 49,945 | Aug 11, 2025 | Director total direct/indirect shares |
| DSUs held (not included in beneficial ownership table totals) | 16,261 | Aug 11, 2025 | Director deferred stock units balance |
| Ownership percentage | Less than 1% | Aug 11, 2025 | As indicated by proxy table (*) |
| Ownership guidelines compliance | Compliant | Dec 31, 2024 | All outside directors met 5x cash retainer guideline |
| Pledging/Hedging | Not disclosed | — | No pledging reported in proxy |
Governance Assessment
- Independence and experience: Gray is affirmed independent, with audit committee eligibility, and brings senior marketing and advisory expertise useful for brand, consumer demand, and strategy oversight .
- Committee engagement: Active on Audit, Nominating & Governance, and Revenue Committees; additionally, served on the 2025 Special Committee evaluating capital allocation/share repurchases amid Hill Path’s ownership concentration—indicative of high engagement in complex governance matters .
- Alignment via equity: Gray elected to take all 2024 director cash retainers/fees in DSUs/RSUs (no cash), and received total stock awards of $508,033, including $288,083 tied to equity in lieu of cash—supporting ownership alignment with shareholders .
- Pay structure signal: The 2025 Omnibus Plan seeks stockholder approval to raise the annual director compensation limit to $3,000,000 (from $1,000,000), subject to 75% approval by disinterested directors—this could enable higher director compensation in exceptional circumstances; monitor for pay inflation risk and use relative to workload (Board cited unusually high meeting volumes) .
- Ownership and guidelines: Gray’s beneficial ownership is under 1% with DSUs outstanding; company indicates all outside directors are in compliance with stock ownership guidelines (≥5x cash retainer) as of year‑end 2024, supporting skin‑in‑the‑game .
- Potential conflicts: No related‑party transactions or pledging disclosed involving Gray; Hill Path’s influence is mitigated by the 2024 amendment requiring proportional voting above 24.9% and special committee/Disinterested Stockholder Approval on change‑of‑control proposals—reduces minority shareholder disenfranchisement risk .
Board Governance (Attendance and Structure Highlights)
| Metric | 2024 | Notes |
|---|---|---|
| Board meetings | 12 | Elevated cadence vs typical peers |
| Committee meetings | 29 | Audit (9), Nominating (4), Compensation (7), Other committees (9) |
| Attendance flags | 2 directors below 75% | Narang and Schaefer; Gray not flagged |
| Lead Director | Timothy Hartnett | Independent Lead Director |
Director Compensation Summary (Fiscal 2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| William Gray | — | 508,033 | 508,033 |
Gray-specific detail: Audit member fee ($25,000), Nominating member fee ($20,000), Revenue member fee ($20,000), Special committee fees ($110,000); equity issued in lieu of these quarterly payments had grant date fair value of $288,083 . Policy annual equity award for non‑employee directors is $220,000 (time‑based vesting; accelerates upon change‑in‑control) .
Other Directorships & Interlocks (Detail)
| Organization | Role | Dates |
|---|---|---|
| Crocs, Inc. | Director | 2018–2020 |
| Harleysville Group Insurance | Director | 2007–2011 |
| HealthMarkets, Inc. | Director | 2013–2019 |
| Century Family of Mutual Funds | Trustee | 2006–2018 |
| Zinio Publishing Group | Director | 2011–2014 |
No PRKS‑related related‑party transactions with these entities are disclosed .
Risk Indicators & Red Flags
- Hill Path ownership concentration: Special Committee engagement and Disinterested Stockholder voting framework help mitigate control risk; monitor future repurchase programs relative to the 70% ownership threshold and implications for float/liquidity .
- Director pay ceiling increase: Proposed $3,000,000 director compensation limit (from $1,000,000) may introduce pay inflation risk; governance safeguard requires 75% of disinterested directors to approve any excess .
- Attendance: No individual attendance concern disclosed for Gray; company cautions aggregate 75% is less meaningful given unusually high meeting count .
Governance Conclusion
Gray exhibits strong independence and deep marketing/brand expertise, with high committee and special‑committee engagement. His election of equity in lieu of cash suggests alignment, and he meets stock ownership guidelines. Key monitoring items include Board usage of the increased director pay limit and ongoing governance of Hill Path’s influence within the amended Stockholders Agreement framework .