Yoshikazu Maruyama
Director at PRKS
Board
About Yoshikazu Maruyama
Independent director of United Parks & Resorts Inc. (PRKS) since June 2017; served as Chairman of the Board from September 2017 to July 2019. Age 54. CEO and director of TOCA Football, Inc. since May 2019. Prior roles span location-based entertainment and theme parks (DreamWorks Animation, Universal Parks & Resorts, USJ Co., Ltd.). B.S. in Operations Research, Columbia University. Serves on the board of Make-A-Wish Greater Los Angeles (non-profit). Independence affirmed by the Board under NYSE standards, including for committee service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TOCA Football, Inc. | Chief Executive Officer and Director | Since May 2019 | Leads global soccer experiences company; external operating role while serving on PRKS board. |
| Zhonghong Zhuoye Group Co., Ltd. | Leisure industry consultant | Mar 2017 – Apr 2018 | Consulting in diversified leisure/tourism; Asia exposure. |
| DreamWorks Animation SKG | Global Head of Location Based Entertainment | Aug 2010 – Mar 2017 | Drove LBE strategy and partnerships. |
| USJ Co., Ltd. (Universal Studios Japan) | Chief Strategy Officer; Director | Jun 2004 – Jan 2009 | Strategy and board oversight at major theme park operator. |
| Universal Parks & Resorts | SVP, International Business Development; VP, Strategic Planning (multiple roles) | Jun 1995 – Jun 2004 | International expansion and strategic planning for theme parks. |
| J.P. Morgan & Co. | Financial Analyst | Jul 1992 – Jun 1995 | Early-career finance experience. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Make-A-Wish Greater Los Angeles | Board Member | Not disclosed | Non-profit governance experience. |
Board Governance
- Committee assignments (2025 slate): Compensation Committee member; Revenue Committee Chair. Lead Director is Timothy Hartnett (independent). All ten nominees, including Maruyama, are independent under NYSE standards; Audit and Compensation committees comprised of directors the Board deems “independent.”
- Special Committee work: Served on a six-member Special Committee (Chair: Timothy Hartnett) formed June 24, 2025 to evaluate additional share repurchases amid Hill Path ownership considerations; committee retained Wachtell Lipton (legal) and Centerview (financial).
- Meeting cadence and attendance context: 2024 Board held 12 meetings; committees held 41 meetings. Proxy notes only two directors (Narang and Schaefer) were under 75% aggregate attendance; others not indicated as under 75%.
- Independence vs. major shareholder influence: Company discloses its largest stockholder (Hill Path) has two representatives on the Compensation Committee and chairs it; nonetheless, all members (including Maruyama) were determined independent for NYSE and Exchange Act committee purposes.
Fixed Compensation (Director)
| Element | Detail | Amount (USD) | Notes |
|---|---|---|---|
| Annual Board retainer (2024) | Non-Chair director | $110,000 | Cash retainer level per policy. |
| Committee Chair fee (2024) | Revenue Committee Chair | $30,000 | Chair fee per policy; received by Maruyama. |
| Committee member fee (2024) | Compensation Committee | $20,000 | Member fee per policy; received by Maruyama. |
| Special committee fees (2024) | Special/ad hoc committees | $50,000 | For service on special committees. |
| Meeting fees (2024) | >12 meetings threshold | $0 | 2024 Board met exactly 12 times; no meeting fees triggered. |
| Total cash fees (2024) | Sum of above | $210,000 | Matches director comp table. (footnote 8) |
- 2024 equity grant: Stock awards valued at $219,950 (DSUs/RSUs), bringing total 2024 director compensation to $429,950.
- Election form: Maruyama elected 100% of his quarterly retainer payments in cash for 2024 (equity portion reflects annual grant, not retainer conversion).
Performance Compensation (Director Equity and Alignment)
| Component | 2024 Amount/Terms | Vesting/Settlement | Governance Features |
|---|---|---|---|
| Annual equity grant (DSUs/RSUs equivalent) | $219,950 | Annual director awards vest 100% the day before the next annual meeting; DSUs settle after board service ends (timing per policy). | |
| Director stock ownership guideline | 5x annual cash retainer | Must retain 50% of net after-tax shares until compliant; as of Dec 31, 2024, all outside directors were in compliance. | |
| Hedging/pledging policy | Hedging prohibited; pledging limited and subject to approval | Applies to directors under Securities Trading Policy. | |
| Clawback/recoupment | Company maintains clawback policies (NYSE Rule 303A.14) | Equity awards subject to recoupment under law and policy. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed. |
| Non-profit boards | Make-A-Wish Greater Los Angeles. |
| Interlocks/potential conflicts | Hill Path (largest shareholder) has two representatives on PRKS’s Compensation Committee and chairs it; Maruyama is also a member of that committee, but Board determined all members (including Hill Path designees) are “independent.” |
Expertise & Qualifications
- Theme park and LBE expertise: Senior roles at DreamWorks LBE, Universal Parks & Resorts; strategy leadership and international business development (USJ/Universal).
- Operating CEO experience: TOCA Football CEO since 2019.
- Finance/analytics: J.P. Morgan analyst background; Columbia University Operations Research degree.
- Prior PRKS leadership: Served as PRKS Chairman (2017–2019), indicating deep familiarity with company governance and strategy.
Equity Ownership
| As-of Date | Common Shares Beneficially Owned | Ownership % | Director DSUs/RSUs Outstanding |
|---|---|---|---|
| Apr 15, 2025 | 1,000 | <1% | 40,766 DSUs (director total) |
| Aug 11, 2025 | 1,000 | <1% | 46,741 DSUs (director total) |
| Notes and sources: 54,966,149 shares outstanding as of Apr 15, 2025; Maruyama listed with 1,000 shares and “” denoting <1%. DSU counts per director footnotes. • As of Aug 11, 2025 special meeting record, Maruyama listed with 1,000 shares and “” (<1%); DSUs of 46,741. |
- Section 16 compliance: Company reports late Section 16 filings in 2024 for certain executives (not listing Maruyama), based on its review.
Governance Assessment
- Strengths
- Independent status, deep sector expertise, and history as prior Board Chair support board effectiveness.
- Active governance engagement through committee leadership (Revenue Chair), Compensation Committee membership, and 2025 Special Committee service (with independent advisors), indicating substantive involvement in oversight and conflict-sensitive decisions.
- Strong alignment mechanisms: robust director stock ownership guideline (5x retainer), hedging prohibition, restricted pledging, and clawback policy; company states all outside directors compliant as of year-end 2024.
- Watch items / potential red flags
- Major shareholder influence: The largest stockholder (Hill Path) has two representatives on the Compensation Committee and chairs it. While the Board deems the committee independent, this concentration is atypical and can be perceived as influence risk over pay and governance; mitigations include independence determinations and the amended Stockholders Agreement requiring proportional voting above 24.9% and enhanced approvals for related-party transactions.
- Share repurchases and control dynamics: The 2025 Special Committee (including Maruyama) acknowledged risks that additional repurchases could increase Hill Path’s economic ownership and influence; however, it recommended proceeding subject to disinterested stockholder approval and a 70% cap trigger. This suggests cognizance of control risk but continued reliance on process safeguards.
- Director compensation limit increase: The 2025 Omnibus Plan raises the annual director compensation cap to $3,000,000 (from $1,000,000), subject to disinterested stockholder approval—providing flexibility given heavy workloads but elevating pay inflation risk optics.
- Related-party transactions
- The proxy’s related-person transactions discussion centers on Hill Path agreements; no specific related-party transaction is disclosed involving Maruyama.
Implications: Maruyama’s LBE/operator background and long PRKS tenure contribute positively to revenue strategy oversight and board continuity. Governance perceptions hinge on managing Hill Path influence—his Special Committee role and independence designation help, but continued transparency on repurchases, committee composition, and director pay restraint will be important to sustain investor confidence.