DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant  Filed by a Party other than the Registrant 

Check the appropriate box:

 Preliminary Proxy Statement

 Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2))

 Definitive Proxy Statement

 Definitive Additional Materials

 Soliciting Material Pursuant to §240.14a-12

UNITED PARKS & RESORTS INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 No fee required.

 Fee paid previously with preliminary materials.

 Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i) (1) and 0-11.

 

6240 Sea Harbor Drive

Orlando, Florida 32821

April 29, 2024

Dear Fellow Stockholders:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of United Parks & Resorts Inc. (the “Annual Meeting”) to be held on Thursday, June 13, 2024 at 11:00 a.m., Eastern Daylight Saving Time. For your convenience, we are pleased that the Annual Meeting will be a completely virtual meeting, which will be conducted via live audio webcast. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting via a live audio webcast by visiting www.virtualshareholdermeeting.com/PRKS2024.

As permitted by the rules of the Securities and Exchange Commission, we are also pleased to be furnishing our proxy materials to stockholders primarily over the Internet. We believe this process expedites stockholders’ receipt of the materials, lowers the costs of the Annual Meeting and conserves natural resources. We sent a Notice of Internet Availability of Proxy Materials on or about April 29, 2024 to our stockholders of record at the close of business on April 15, 2024. The notice contains instructions on how to access our Proxy Statement and 2023 Annual Report and vote online. If you would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the notice.

Your vote is important to us. Whether or not you plan to attend the Annual Meeting, we strongly urge you to cast your vote promptly. You may vote over the Internet, as well as by telephone or by mail. Please review the instructions on the proxy or voting instruction card regarding each of these voting options.

Thank you for your continued support of United Parks & Resorts Inc.

Sincerely,

 

Scott Ross

Chairperson of the Board of Directors

 

Marc Swanson

Chief Executive Officer

 

6240 Sea Harbor Drive

Orlando, Florida 32821

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 13, 2024

Notice is hereby given that the 2024 Annual Meeting of Stockholders of United Parks & Resorts Inc. (the “Annual Meeting”) will be held on Thursday, June 13, 2024 at 11:00 a.m., Eastern Daylight Saving Time. You can attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/PRKS2024. You will need to have your 16-Digit Control Number included on your Notice or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting. The Annual Meeting will be held for the following purposes:

(1)To elect the ten director nominees listed herein.

(2)To ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2024.

(3)To approve, in a non-binding advisory vote, the compensation paid to the named executive officers.

(4)To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

Stockholders of record at the close of business on April 15, 2024 are entitled to notice of, and to vote at, the Annual Meeting. Each stockholder of record is entitled to one vote for each share of common stock held at that time. A list of these stockholders will be open for examination by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting at our principal executive offices at 6240 Sea Harbor Drive, Orlando, Florida 32821.

You have three options for submitting your vote before the Annual Meeting:

•Internet, through computer or mobile device such as a tablet or smartphone;

•Telephone; or

•Mail.

Please vote as soon as possible to record your vote promptly, even if you plan to attend the Annual Meeting via the Internet.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on Thursday, June 13, 2024: The Proxy Statement and 2023 Annual Report to Stockholders, which includes the Annual Report on Form 10-K for the year ended December 31, 2023, are available at www.proxyvote.com.

By Order of the Board of Directors,

 

G. Anthony (Tony) Taylor

Corporate Secretary

April 29, 2024

TABLE OF CONTENTS

	Page
General Information	1
Proposal No. 1 –– Election of Directors	5
Nominees for Election to the Board of Directors in 2024	5
Board Skills and Diversity	9
The Board of Directors and Certain Governance Matters	10
Engagement with Stockholders	10
Communications with the Board	10
Director Independence and Independence Determinations	11
Board Structure	11
Board Committees and Meetings	11
Committee Membership	12
Audit Committee	12
Compensation Committee	13
Nominating and Corporate Governance Committee	14
Revenue Committee	14
Special Committees	14
Oversight of Risk Management	14
Executive Sessions	15
Committee Charters and Corporate Governance Guidelines	15
Code of Conduct	15
Director Nomination Process	16
Executive Officers of the Company	17
Proposal No. 2—Ratification of Independent Registered Public Accounting Firm	21
Audit and Non-Audit Fees	22
Report of the Audit Committee	23
Proposal No. 3—Non-Binding Vote on Executive Compensation	24
Report of the Compensation Committee	25
Executive Compensation	26
Pay vs. Performance	47
Director Compensation for Fiscal 2023	51
Ownership of Securities	55
Delinquent Section 16(a) Reports	56
Transactions with Related Persons	56
Stockholder Proposals for the 2025 Annual Meeting	59
Householding of Proxy Materials	59
Other Business	60

 

6240 Sea Harbor Drive

Orlando, Florida 32821

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 13, 2024

General Information

Why am I being provided with these materials?

We have made these proxy materials available to you via the Internet or, upon your request, have delivered printed versions of these proxy materials to you by mail in connection with the solicitation by the Board of Directors (the “Board” or “Board of Directors”) of United Parks & Resorts Inc. (the “Company”) of proxies to be voted at our Annual Meeting of Stockholders to be held on June 13, 2024 (“Annual Meeting”), and at any postponements or adjournments of the Annual Meeting. D.F. King & Co., directors, officers and other Company employees also may solicit proxies by telephone or otherwise. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. You are invited to attend the Annual Meeting and vote your shares via the Internet in accordance with the instructions at www.virtualshareholdermeeting.com/PRKS2024.

What am I voting on?

There are three proposals scheduled to be voted on at the Annual Meeting:

•Proposal No. 1: Election of the ten director nominees listed in this Proxy Statement (the “Nominee Proposal”).

•Proposal No. 2: Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2024 (the “Ratification Proposal”).

•Proposal No. 3: Approval, in a non-binding advisory vote, of the compensation paid to the named executive officers (the “Say-on-Pay Proposal”).

Who is entitled to vote?

Stockholders as of the close of business on April 15, 2024 (the “Record Date”) may vote at the Annual Meeting. As of that date, there were 63,222,811 shares of common stock outstanding. You have one vote for each share of common stock held by you as of the Record Date, including shares:

•Held directly in your name as “stockholder of record” (also referred to as “registered stockholder”);

•Held for you in an account with a broker, bank or other nominee (shares held in “street name”)—Street name holders generally cannot vote their shares directly and instead must instruct the brokerage firm, bank or nominee how to vote their shares; and

•Held for you by us as restricted shares (whether vested or non-vested) under any of our stock incentive plans.

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What constitutes a quorum?

The holders of record of a majority of the voting power of the issued and outstanding shares of capital stock entitled to vote must be present in person or represented by proxy to constitute a quorum for the Annual Meeting. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. Shares represented by “broker non-votes” that are present and entitled to vote are also counted for purposes of determining a quorum. However, as described below under “How are votes counted?”, if you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote (a “broker non-vote”).

What is a “broker non-vote”?

A broker non-vote occurs when shares held by a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at his/her discretion. Under current New York Stock Exchange interpretations that govern broker non-votes, each of the Nominee Proposal and Say-on-Pay Proposal are considered non-discretionary matters and a broker will lack the authority to vote shares at their discretion on such proposals. The Ratification Proposal is considered a discretionary matter and a broker will be permitted to exercise their discretion.

How many votes are required to approve each proposal?

With respect to the election of the Nominee Proposal, each director is elected at the Annual Meeting by the vote of the majority of the votes cast with respect to such director’s election, which means that the number of votes cast “for” a director’s election must exceed the number of votes cast “against” that director’s election. If any incumbent director nominee fails to receive a majority of the votes cast in an uncontested election, our bylaws require that such person offer to tender his or her resignation to the Board and that the Nominating and Corporate Governance Committee make a recommendation to the Board on whether to accept or reject such resignation or whether other action should be taken.

With respect to the Ratification Proposal and the Say-on-Pay Proposal, approval of each proposal requires a vote of the holders of a majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote on the proposal.

While the Say-on-Pay Proposal is advisory in nature and non-binding, the Board will review the voting results and expects to take it into consideration when making future decisions regarding executive compensation.

How are votes counted?

With respect to the Nominee Proposal, you may vote “FOR”, “AGAINST” or “ABSTAIN”. Abstentions and broker non-votes will have no effect on the outcome of the Nominee Proposal.

With respect to the Ratification Proposal, you may vote “FOR”, “AGAINST” or “ABSTAIN”. Abstentions will be counted as a vote “AGAINST” the Ratification Proposal.

With respect to the Say-on-Pay Proposal, you may vote “FOR”, “AGAINST” or “ABSTAIN”. Abstentions will be counted as a vote “AGAINST” the Say-on-Pay Proposal. Broker non-votes will have no effect on the outcome of the Say-on-Pay Proposal.

If you just sign and submit your proxy card without voting instructions, your shares will be voted “FOR” each director nominee listed herein and “FOR” the other proposals as recommended by the Board and in accordance with the discretion of the holders of the proxy with respect to any other matters that may be voted upon.

Who will count the vote?

Representatives of Broadridge Investor Communications Services (“Broadridge”) will tabulate the votes, and representatives of Broadridge will act as inspectors of election.

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How does the Board recommend that I vote?

Our Board recommends that you vote your shares:

•“FOR” each of the nominees to the Board set forth in this Proxy Statement.

•“FOR” the Ratification Proposal.

•“FOR” the Say-on-Pay Proposal.

How can I attend and vote at the Annual Meeting?

We will be hosting the Annual Meeting live via audio webcast. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/PRKS2024. If you were a stockholder as of the Record Date, or you hold a valid proxy for the Annual Meeting, you can vote at the Annual Meeting. A summary of the information you need to attend the Annual Meeting online is provided below:

•Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/PRKS2024;

•Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/PRKS2024 on the day of the Annual Meeting;

•Webcast starts at 11:00 a.m. Eastern Daylight Saving Time;

•Stockholders may vote and submit questions while attending the Annual Meeting via the Internet; and

•You will need your 16-Digit Control Number to enter the Annual Meeting.

Will I be able to participate in the online Annual Meeting on the same basis I would be able to participate in a live annual meeting?

The online meeting format for the Annual Meeting will enable full and equal participation by all our stockholders from any place in the world at little to no cost. We believe that holding the Annual Meeting online provides the opportunity for participation by a broader group of stockholders while reducing environmental impacts and the costs associated with planning, holding and arranging logistics for in-person meeting proceedings.

We designed the format of the online Annual Meeting to ensure that our stockholders who attend our Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation and communication through online tools. We will take the following steps to ensure such an experience:

•providing stockholders with the ability to submit appropriate questions in advance of the meeting to ensure thoughtful responses from management and the Board;

•providing stockholders with the ability to submit appropriate questions real-time via the meeting website, limiting questions to one per stockholder unless time otherwise permits; and

•answering as many questions submitted in accordance with the meeting rules of conduct as possible in the time allotted for the meeting without discrimination.

How can I vote my shares without attending the Annual Meeting?

If you are a stockholder of record, you may vote by granting a proxy. Specifically, you may vote:

•By Internet—If you have Internet access, you may submit your proxy by going to www.proxyvote.com and by following the instructions on how to complete an electronic proxy card. You will need the 16-digit number included on your Notice or your proxy card in order to vote by Internet.

•By Telephone—If you have access to a touch-tone telephone, you may submit your proxy by dialing 1-800-690-6903 and by following the recorded instructions. You will need the 16-digit number included on your Notice or your proxy card in order to vote by telephone.

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•By Mail—You may vote by mail by requesting a proxy card from us, indicating your vote by completing, signing and dating the card where indicated and by mailing or otherwise returning the card in the envelope that will be provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.

If you hold your shares in street name, you may also submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your bank, broker, or other nominee on how to submit voting instructions.

Internet and telephone voting facilities will close at 11:59 p.m., Eastern Daylight Saving Time on June 12, 2024 for the voting of shares held by stockholders of record or held in street name.

Mailed proxy cards with respect to shares held of record or in street name must be received no later than June 12, 2024.

What does it mean if I receive more than one Notice on or about the same time?

It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please sign and return each proxy card or, if you vote by Internet or telephone, vote once for each Notice you receive.

May I change my vote or revoke my proxy?

You may change your vote and revoke your proxy at any time prior to the vote at the Annual Meeting. If you are the stockholder of record, you may change your vote by granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method), by providing a written notice of revocation to the Company’s Corporate Secretary at United Parks & Resorts Inc., 6240 Sea Harbor Drive, Orlando, Florida 32821 prior to your shares being voted, or by attending the Annual Meeting via the Internet and voting. Attendance at the meeting via the Internet will not cause your previously granted proxy to be revoked unless you specifically so request. For shares you hold beneficially in street name, you may change your vote by submitting new voting instructions to your broker, trustee or nominee following the instruction it has provided, or, if you have obtained a legal proxy from your broker or nominee giving you the right to vote your shares, by attending the Annual Meeting via the Internet and voting.

Could other matters be decided at the Annual Meeting?

At the date this Proxy Statement went to press, we did not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement.

If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. The Company has also retained D.F. King & Co. to assist with the solicitation of proxies for a fee not to exceed $8,000, plus reimbursement for out-of-pocket expenses.

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Proposal No. 1—Election of Directors

The entire Board will be elected at the 2024 Annual Meeting of Stockholders.

The Company entered into a stockholders agreement with Hill Path Capital LP (“Hill Path”) that became effective May 29, 2019 and which was amended on February 27, 2024 and approved by the Company’s stockholders on March 25, 2024 (the “Stockholders Agreement”). Under the Stockholders Agreement, for so long as Hill Path owns at least 5% of the Company’s outstanding common stock, it will have the right to designate a number of individuals as directors (the “Hill Path Designees”) in proportion to its share ownership (rounded up or down as applicable to the nearest whole number), provided that the maximum number of Hill Path Designees shall not exceed three. Currently, Hill Path owns approximately 43.0% of the Company’s outstanding common stock and accordingly, is entitled to designate up to three Hill Path Designees to the Board. Two directors designated by Hill Path may be affiliated with Hill Path and, subject to the independence standards of the New York Stock Exchange, there shall be one Hill Path Designee on each committee of the Board, as determined by Hill Path and subject to the approval of the Nominating and Corporate Governance Committee. Scott Ross and James Chambers are the current Hill Path Designees.

Based on the recommendation of our Nominating and Corporate Governance Committee, the Board of Directors has considered and nominated the following slate of nominees for a one-year term expiring in 2025: Ronald Bension, James Chambers, William Gray, Timothy Hartnett, Nathaniel Lipman, Yoshikazu Maruyama, Thomas E. Moloney, Neha Jogani Narang, Scott Ross and Kimberly Schaefer. Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) attached to this proxy statement intend to vote the proxies held by them for the election of Ronald Bension, James Chambers, William Gray, Timothy Hartnett, Nathaniel Lipman, Yoshikazu Maruyama, Thomas E. Moloney, Neha Jogani Narang, Scott Ross and Kimberly Schaefer. If any of the nominees ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), such proxies may be voted by the proxyholders in accordance with the recommendation of the Board.

Nominees for Election to the Board of Directors in 2024

The following information describes the offices held, other business directorships of each director nominee and their ages as of the record date. In addition, each of our director nominees maintains a significant ownership interest in the Company in accordance with our stock ownership policy for directors, which is described below under “Director Compensation for Fiscal 2023―Stock Ownership Guidelines.” Beneficial ownership of equity securities of the director nominees is shown under “Ownership of Securities” below.

Nominees for Election:
Name	Age	Principal Occupation and Other Information
Scott Ross Committees Compensation (Chair) Nominating and Corporate Governance Revenue	44	Scott Ross has been a director of the Company since November 2017 and has served as Chairman of the Board since July 2019. Mr. Ross is the Founder and Managing Partner of Hill Path Capital LP, a private investment firm. Prior to founding Hill Path, Mr. Ross served as a Partner at Apollo Global Management LLC (“Apollo”), a firm he joined in 2004, where he focused on private equity and debt investments in the lodging, leisure, entertainment, consumer and business services sectors. Prior to that, Mr. Ross was a member of the Principal Investment Area in the Merchant Banking Division of Goldman, Sachs & Co. and a member of the Principal Finance Group in the Fixed Income, Currencies, and Commodities Division of Goldman, Sachs & Company. Mr. Ross was employed by Shumway Capital Partners from August 2008 to September 2009. Mr. Ross previously served on the board of directors of Diamond Eagle Acquisition Corp., Great Wolf Resorts, Inc., EVERTEC, Inc. and CEC Entertainment, Inc. (parent company of Chuck E. Cheese’s and Peter Piper Pizza). Mr. Ross graduated magna cum laude from Georgetown University in 2002 with a B.A. degree in Economics and was elected to Phi Beta Kappa.

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Ronald Bension Committees Revenue	69	Ronald Bension has been a director of the Company since April 2016. Mr. Bension has served as President and Chief Executive Officer of ASM Global since March 2021. ASM Global is a leading provider of innovative venue services and live experiences with a portfolio of more than 325 venues on five continents including arenas, stadiums, convention and exhibition centers, and performing arts venues. Prior to joining ASM Global, Mr. Bension was with Live Nation Entertainment, Inc. for 10 years serving as President of Venue Nation where he oversaw the operation of 120 clubs, theaters, and amphitheaters around the country. Before joining Live Nation, Mr. Bension held principal roles as Chief Executive Officer of TicketsNow.com, Gameworks, LLC and Tickets.com. Mr. Bension also served as Chairman and Chief Executive Officer of Universal Studios Recreation Group, a unit of Universal Studios, from 1990 to 1996, where he oversaw their multi-billion dollar expansion programs in Hollywood, Orlando and Osaka, Japan. He currently serves as a Trustee at Art Center College of Design in Pasadena and holds a Bachelor of Science in Criminal Justice from California State University, Los Angeles.
James Chambers Committees Compensation Nominating and Corporate Governance (Chair) Revenue	38	James Chambers has been a director of the Company since June 2019. Mr. Chambers has been a Partner at Hill Path Capital LP, since 2016. From 2009 to 2016, Mr. Chambers was a Principal at Apollo where he worked on a wide range of transactions across a variety of industries. Prior to Apollo, Mr. Chambers was an analyst in the Consumer Retail Group in the Investment Banking Division of Goldman Sachs & Co. Mr. Chambers has served on the board of directors of Dave & Buster’s Entertainment, Inc. since December 2020. Mr. Chambers has previously served on the board of directors of Great Wolf Resorts, Inc., CEC Entertainment Inc. (the parent company of Chuck E. Cheese's), Principal Maritime Tankers Corp. and Principal Chemical Carriers, LLC. Mr. Chambers graduated from Duke University in 2007 with a B.A. in Political Science and a Certificate in Markets and Management.
William Gray Committees Audit Nominating and Corporate Governance Revenue	72	William Gray has been a director of the Company since December 2014. He currently serves as Co-Founder and Executive Director of Hulls Highway Consulting, a Connecticut-based consulting company, which he co-founded in 2011. Mr. Gray has been a Senior Advisor to The Blackstone Group Inc. since 2010. Mr. Gray served as Co-Chief Executive Officer and Vice Chairman of Ogilvy North America of Ogilvy & Mather Worldwide from 2005 to 2009. Mr. Gray served as the President of Ogilvy Mather Advertising New York from 1997 to 2005. He joined Ogilvy & Mather, Inc. in 1978 as an Assistant Account Executive. Mr. Gray served on the boards of Crocs, Inc. from 2018 to 2020, Harleysville Group Insurance from 2007 to 2011, HealthMarkets, Inc. from 2013 to 2019, the board of trustees of The Century Family of Mutual Funds from 2006 to 2018 and the board of directors of Zinio Publishing Group from 2011 to 2014. He has also been a trustee of the New York Public Library since 1997. He received his MBA from the University of Virginia’s Darden School and a BA from Harvard College.
Timothy Hartnett Committees Audit	58	Timothy Hartnett has been a director of the Company since December 2020. Mr. Hartnett has served as Chief Executive Officer of New Roc Management, a consulting firm focused on providing asset management and operational services and advice to a high net worth family since 2018. Mr. Hartnett has also served as Chief Executive Officer of White Fall Advisors, a consulting firm focused on providing financial and operational advice to various entities since 2016. From 2013 to 2016, Mr. Hartnett served as the Chief Executive Officer of HRS Management, a family office. Prior to that, Mr. Hartnett served as a Global Private Equity leader and held various other roles of increasing responsibility at PricewaterhouseCoopers during his tenure from 1998 to 2013. Mr. Hartnett received a B.A. in Accounting from Boston College, an M.B.A. in Finance from Columbia Business School and is a Certified Public Accountant (inactive).

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Nathaniel Lipman Committees Audit Nominating and Corporate Governance	59	Nathaniel J. Lipman has been a director of the Company since January 2024. Mr. Lipman served as Executive Chairman of CX Loyalty Holdings, Inc. (“CX Loyalty”), formerly known as Affinion Group Holdings, Inc. from 2012 until November 2015, and as President and Chief Executive Officer from October 2005 (when CX Loyalty was formed through the purchase of assets from Cendant Corporation (“Cendant”) by a coalition of certain selected management from Cendant Marketing Services Division and Apollo Management L.P.) to 2012. Mr. Lipman continues to actively serve as Senior Advisor to CX Loyalty since 2015. Mr. Lipman joined Cendant in June 1999 as Senior Vice President, Corporate Development and Strategic Planning. After a series of increasing responsibilities in business development and marketing, Mr. Lipman served as President and Chief Executive Officer of Cendant’s domestic membership business, Trilegiant, from 2002 to April 2004, and served as President and Chief Executive Officer of the Cendant Marketing Services Division from April 2004 to 2005. Prior to that, Mr. Lipman served as Executive Vice President, Strategic Development of Planet Hollywood, Inc. from 1996 to 1999. Prior to that, Mr. Lipman served as General Counsel of House of Blues Entertainment, Inc. from 1995 to 1996. Prior to that, Mr. Lipman served as Senior Corporate Counsel of The Walt Disney Company from 1993 to 1995. Mr. Lipman began his career as Corporate Associate at Skadden, Arps, Slate, Meagher and Flom from 1989 to 1993 where he focused on mergers and acquisitions and corporate finance. Mr. Lipman also serves on the boards of Trusted Media Brands, Inc. since 2018, and Apollo Aligned Alternatives, Inc. since June 2022. Mr. Lipman also served as an Observer to the board of directors of PLBY Group, Inc. from 2022 to 2023. Prior to that, Mr. Lipman served as Chairman of the board of directors of FTD.com in 2021 and previously serving as a Senior Advisor to FTD.com from 2019 to 2021. Mr. Lipman also served on the boards of Diamond Resorts International, Inc. from 2017 to 2021, Apollo Strategic Growth Capital II, Inc. from 2021 to 2023, Redbox Automated Holdings, LLC from 2016 to 2021, Exela Technologies, Inc. from 2017 to 2019, Walker Innovation, Inc. from 2013 to 2019, Novitex Enterprises, Inc. from 2013 to 2017, Evertec, Inc. from 2010 to 2013, Walker Digital Holdings, LLC in 2013, RDA Holdings, Inc. from 2013 to 2018, and Netmarket Group, Inc. from 2000 to 2003. Mr. Lipman also served as a Special Advisor to Upside Travel Group, LLC from 2016 to 2017 where he was a founding member of the board of managers from 2015 to 2016. Mr. Lipman received his B.A. from UC Berkeley and his Juris Doctorate from UCLA.
Yoshikazu Maruyama Committees Compensation Revenue (Chair)	53	Yoshikazu Maruyama has been a director of the Company since June 2017 and served as Chairman of the Board from September 2017 until July 2019. Since May 2019, Mr. Maruyama has served as Chief Executive Officer and director of TOCA Football, Inc., a California-based, global soccer experiences company. Prior to that, he provided consulting services in the leisure industry, including to Zhonghong Zhuoye Group Co., Ltd., a real estate development and diversified leisure and tourism company in Asia from March 2017 to April 2018. Prior to that, Mr. Maruyama served as Global Head of Location Based Entertainment for DreamWorks Animation SKG, where he served from August 2010 until March 2017. From June 2004 to January 2009, he served as Chief Strategy Officer and was elected to the Board of Directors of USJ Co., Ltd, owner and operator of Universal Studios Japan theme park. Mr. Maruyama held multiple positions at Universal Parks and Resorts from June 1995 to June 2004, including as Senior Vice President of International Business Development and Vice President of Strategic Planning. Mr. Maruyama also served as a Financial Analyst at J.P. Morgan & Co. from July 1992 to June 1995. Mr. Maruyama holds a Bachelor of Science degree in Operations Research from Columbia University. Mr. Maruyama also serves on the board of Make-A-Wish Greater Los Angeles, a nonprofit organization.

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Thomas E. Moloney Committees Audit (Chair) Compensation	80	Thomas E. Moloney has been a director of the Company since January 2015. Mr. Moloney served as the interim Chief Financial Officer of MSC—Medical Services Company (“MSC”) from December 2007 to March 2008. He retired as the Senior Executive Vice President and Chief Financial Officer of John Hancock Financial Services, Inc. in December 2004. He had served in that position since 1992. Mr. Moloney served in various other roles at John Hancock Financial Services, Inc. during his tenure from 1965 to 1992, including Vice President, Controller, and Senior Accountant. Mr. Moloney also previously served as a director of MSC from 2005 to 2012. Mr. Moloney also served on the Board of Directors of Genworth Financial, Inc. from 2009 to 2021. Mr. Moloney is on the boards of Nashoba Learning Group and the Boston Children’s Museum (past Chairperson), both non-profit organizations. Mr. Moloney formerly served on the boards of Manulife International Board (Singapore), Nypro, Inc., 5 Star Life Insurance Company, and Shawmut Design and Construction Company. Mr. Moloney received a B.A. in Accounting from Bentley University and holds an Executive Masters Professional Director Certification (Silver Level) from the American College of Corporate Directors.
Neha Jogani Narang Committees Revenue	40	Neha Jogani Narang has served as a director of the Company since November 2019. Ms. Narang was most recently the interim Chief Marketing Officer for Roblox Corporation, a global platform for immersive experiences and user generated content where she led marketing from 2021 through March 2024. Prior to that, she served as the Chief Marketing Officer at Hello Mobile, Inc. d/b/a True, an early-stage private social app, from November 2020 through April 2021 and continued to serve as an advisor to the company until August 2021. Ms. Narang also founded G2M Consulting, LLC where she has been supporting companies as a marketing expert and fractional Chief Marketing Officer since 2018. Prior to that, Ms. Narang was a marketing leader at Facebook from 2011 to 2017, where she most recently led Global Developer Marketing and Consumer Product Marketing. Prior to joining Facebook, Ms. Narang was a consultant at The Boston Consulting Group from 2010 to 2011 and was a consultant at Cornerstone Research from 2005 to 2008. Ms. Narang holds a Master of Business Administration from Stanford University Graduate School of Business and a bachelor’s degree from University of Southern California. Ms. Narang also serves on the Board of Directors of the Boys and Girls Clubs of San Francisco, a nonprofit organization.

Kimberly Schaefer   Committees Audit Revenue   58 Kimberly Schaefer has been a director of the Company since December 2020. Ms. Schaefer has served as Chief Executive Officer and a director of Alpine Acquisition Corporation, a Delaware blank Check company, since February 2021 and August 2021, respectively. Since 2020, Ms. Schaefer has been the Chief Executive Officer of Two Bit Circus, Inc., an experiential entertainment company, previously serving as President from 2017 to 2019 and as a consultant from 2015 to 2016. She has also served as an Advisor to Alpine Consolidated since 2018. From 2009 to 2015, Ms. Schaefer served as Chief Executive Officer and a director of Great Wolf Resorts, Inc. Prior to being appointed their Chief Executive Officer, Ms. Schaefer served as Chief Operating Officer/Chief Brand Officer from 2005 to 2008. Ms. Schaefer has served on the boards of Hall of Fame Resort & Entertainment since July 2020 and Luxurban Hotels Inc. since March 2024. Ms. Schaefer formerly served on the board of Education Realty Trust from 2016 to 2018. Ms. Schaefer graduated from Edgewood College with a B.A. in Accounting and is a Certified Public Accountant (inactive).  

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Board Skills and Diversity

Our Board of Directors is highly talented and diverse. The following matrix provides information regarding the members of our Board, including certain types of knowledge, skills, experiences and attributes possessed by one or more of our directors which our Board believes are relevant to our business or industry. The matrix does not encompass all of the knowledge, skills, experiences or attributes of our directors, and the fact that a particular knowledge, skill, experience or attribute is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill, experience or attribute with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill and experience listed below may vary among the members of the Board.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE

ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

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The Board of Directors and Certain Governance Matters

Our Board manages or directs the business and affairs of the Company, as provided by Delaware law, and conducts its business through meetings of the Board and four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Revenue Committee and such other special or ad hoc committees as it determines appropriate from time-to-time.

Our Board evaluates the Company’s corporate governance policies on an ongoing basis with a view towards maintaining the best corporate governance practices in the context of the Company’s current business environment and aligning our governance practices closely with the interests of our stockholders. The Company has adopted a majority voting standard for director elections and all directors are elected annually.

Engagement with Stockholders

Our Board and management value the perspectives of our stockholders and work to provide our stockholders with continuous and meaningful engagement. During 2023, outreach to our stockholders was a priority for our Board of Directors and management team. We held one-on-one meetings with stockholders and potential investors from the United States as well as overseas. In addition, we have calls with stockholders on a regular basis, review correspondence submitted by stockholders to management and/or the Board and have discussions with proxy advisory services on various topics including implementing best practices in executive compensation and corporate governance. The Board and its committees received regular feedback on these meetings.

Our Board has also proactively taken steps to continue to ensure best governance practices, refresh its membership, and deepen its relevant experience, including:

•having a majority voting standard for uncontested director elections;

•establishing compensation plans which emphasize longer term performance-based compensation and provide a more balanced scorecard of performance metrics;

•requiring, unless restricted by any legal, contractual or other obligations, that the pools of candidates to be considered by the Nominating and Corporate Governance Committee and/or the Board for nomination to our Board include candidates with diversity of race, ethnicity and / or gender;

•increasing board diversity (see Board Skills and Diversity table above); and

•having an independent Chairman of the Board and a Lead Director of the Board.

Our Board and management value the perspectives of our stockholders and work to provide our stockholders with continuous and meaningful engagement. Consistent with our approach of proactively engaging stockholders, in the second half of 2023 and during the first quarter of 2024, we continued our strategic stockholder engagement program with investors focused on compensation and governance issues. Various members of management, the Compensation Committee and the Compensation Committee's independent compensation consultant participated in calls with stockholders. Through this process, we reached out to stockholders that we believe represent our top 20 largest stockholders, representing greater than 85% of our outstanding shares. We engaged with stockholders representing over 60% of our outstanding shares, including seven of our top ten largest stockholders. Our largest stockholder has two representatives on our Compensation Committee and one of its representatives serves as Chairman of the Compensation Committee.

Communications with the Board

As described in the Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with a member or members of the Board, including the chairperson of the Audit, Compensation, Nominating and Corporate Governance or Revenue Committees or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to the General Counsel of the Company, 6240 Sea Harbor Drive, Orlando, Florida 32821. Such communications may be done confidentially or anonymously.

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Director Independence and Independence Determinations

Under our Corporate Governance Guidelines and NYSE rules, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with the Company or any of its subsidiaries.

The Board has established guidelines of director independence to assist it in making independence determinations, which conform to the independence requirements in the NYSE listing standards. In addition to applying these guidelines, which are set forth in our Corporate Governance Guidelines (which may be found on the Corporate Governance page of the Investor Relations section on our website at www.unitedparks.com), the Board of Directors will consider all relevant facts and circumstances in making an independence determination. The Board’s policy is to review the independence of all directors at least annually. In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the independence guidelines, the Board will determine in its judgment whether such relationship is material.

The Nominating and Corporate Governance Committee undertook its annual review of director independence and made a recommendation to our Board regarding director independence. As a result of this review, our Board affirmatively determined that each of Messrs. Ross, Bension, Chambers, Gray, Hartnett, Lipman, Maruyama, Moloney, and Mmes. Narang and Schaefer is independent under the guidelines for director independence set forth in the Corporate Governance Guidelines and for purposes of applicable NYSE standards, including with respect to committee service. Our Board has also determined that each member of our Audit Committee (Messrs. Gray, Hartnett, Lipman and Moloney and Ms. Schaefer) is “independent” for purposes of NYSE listing standards and Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that each member of our Compensation Committee (Messrs. Ross, Chambers, Maruyama and Moloney) is “independent” for purposes of NYSE listing standards and Section 10C(a)(3) of the Exchange Act.

Board Structure

In July 2019, the Board elected Mr. Scott Ross to serve as Non-Executive Chairman of the Board. Our Corporate Governance Guidelines provide for the position of Lead Director whenever the Chairman of the Board is also the Chief Executive Officer or is a director who does not otherwise qualify as an independent director, or the Board otherwise determines it is appropriate to elect a Lead Director. In accordance with our Corporate Governance Guidelines, the Lead Director is responsible for helping to assure appropriate oversight of Company management by the Board and optimal functioning of the Board. The independent directors elect the Lead Director from among the independent directors. A more complete description of the role of Lead Director is set forth in our Corporate Governance Guidelines. In June 2022, the Board elected Mr. Timothy Hartnett to serve as Lead Director of the Board. The Chief Executive Officer position is separate from the Chairman position. In May 2021, the Board appointed Marc G. Swanson to serve as Chief Executive Officer of the Company.

Our Board believes that this leadership structure is appropriate for us at this time as this structure encourages the free and open dialogue of competing views and provides for strong checks and balances.

Board Committees and Meetings

The following table summarizes the current membership of each of the Board’s standing committees as of April 15, 2024.

	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee	Revenue Committee
Scott Ross		X, Chair	X	X
Ronald Bension				X
James Chambers		X	X, Chair	X
William Gray	X		X	X
Timothy Hartnett	X
Nathaniel Lipman	X		X
Yoshikazu Maruyama		X		X, Chair
Thomas E. Moloney	X, Chair	X
Neha Jogani Narang				X
Kimberly Schaefer	X			X

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All directors are expected to make every effort to attend meetings of the Board, meetings of the committees of which they are members and the annual meeting of stockholders. Seven of the directors then on the Board attended the Company’s 2023 Annual Meeting of Stockholders. Our Board is active and engaged and holds a significant number of Board and committee meetings as well as informal working sessions during the course of the year. During 2023, the Board held 23 meetings, and together with Board committees, held 60 meetings. This includes: (i) 16 Audit Committee meetings; (ii) 2 Nominating and Corporate Governance Committee meetings; (iii) 6 Compensation Committee meetings; and 13 meetings held by other committees. The Company believes that this number of Board and committee meetings is significantly greater than the number of Board and committee meetings held at most other similar public companies. Each board member attended a significant number of Board and committee meetings, and the Company believes that each member had a significant beneficial impact on the Company that would equal or exceed that of typical members of the board of directors of other similar public companies. Two incumbent members of the Board (Mr. Bension and Ms. Narang) attended a significant number of meetings, in both cases more than 16 meetings in total, but fewer than 75% of the aggregate number of meetings of the Board and Board committees on which such director served during 2023. Given the high number of Board and committee meetings held by the Company during the year, we do not believe that 75% attendance is a meaningful measure of their board engagement.

Committee Membership

Audit Committee

All members of the Audit Committee are “independent,” consistent with our Corporate Governance Guidelines and the NYSE listing standards applicable to boards of directors in general and audit committees in particular. Our Board has determined that each of the members of the Audit Committee is “financially literate” within the meaning of the listing standards of the NYSE. In addition, our Board has determined that each of Messrs. Moloney, Hartnett and Lipman and Ms. Schaefer qualify as an audit committee financial expert as defined by applicable U.S. Securities and Exchange Commission (the “SEC”) regulations. The Board reached its conclusion as to Mr. Moloney’s qualification based on, among other things, Mr. Moloney’s previous experience as the Chief Financial Officer of John Hancock Financial Services. The Board reached its conclusion as to Mr. Hartnett’s qualification based on, among other things, Mr. Hartnett’s experience at PricewaterhouseCoopers and the fact that he is a Certified Public Accountant though currently inactive. The Board reached its conclusion as to Mr. Lipman’s qualification based on, among other things, Mr. Lipman’s previous experience as Chief Executive Officer of a publicly traded company, as well as his service on the audit committees of various public and private companies, including as chair, and his previous experience in the financial services sector. The Board reached its conclusion as to Ms. Schaefer’s qualification based on, among other things the fact that Ms. Schaefer is a Certified Public Accountant, though currently inactive, and her previous experience as Chief Executive Officer of a publicly traded company. During the course of 2023, our Audit Committee consisted of Messrs. Gray, Hartnett and Moloney and Ms. Schaefer, with Mr. Moloney serving as Chair of the Audit Committee. Mr. Lipman joined the Audit Committee on January 2, 2024.

The duties and responsibilities of the Audit Committee are set forth in its charter, which may be found at www.unitedparks.com under Investor Relations: Corporate Governance: Governance Documents: Audit Committee Charter, and include the following:

•carrying out the responsibilities and duties delegated to it by the Board, including its oversight of our financial reporting policies, our internal controls and our compliance with legal and regulatory requirements applicable to financial statements and accounting and financial reporting processes;

•selecting our independent registered public accounting firm and reviewing and evaluating its qualifications, performance and independence;

•reviewing and pre-approving the audit and non-audit services and the payment of compensation to the independent registered public accounting firm;

•reviewing reports and material written communications between management and the independent registered public accounting firm, including with respect to major issues as to the adequacy of the Company’s internal controls;

•reviewing the work of our internal audit function;

•reviewing and discussing with management and the independent registered public accounting firm our guidelines and policies with respect to risk assessment and risk management;

•reviewing and receiving updates from management on the primary cybersecurity/information technology risk facing the Company and the measures the Company is taking to mitigate such risks; and

•evaluating the adequacy of the Company's cybersecurity/information technology program, compliance and controls.

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With respect to our reporting and disclosure matters, the responsibilities and duties of the Audit Committee include reviewing and discussing with management and the independent registered public accounting firm our annual audited financial statements prior to inclusion in our Annual Report on Form 10-K and our quarterly financial statements prior to inclusion in our quarterly reports on Form 10-Q or other public dissemination in accordance with applicable rules and regulations of the SEC.

On behalf of the Board, the Audit Committee plays a key role in the oversight of the Company’s risk management policies and procedures. See “Oversight of Risk Management” below.

Compensation Committee

All members of the Compensation Committee are “independent,” consistent with our Corporate Governance Guidelines and the NYSE listing standards applicable to boards of directors in general and compensation committees in particular. During the course of 2023, our Compensation Committee consisted of Messrs. Chambers, Maruyama, Moloney and Ross, with Mr. Ross serving as Chair of the Compensation Committee.

The duties and responsibilities of the Compensation Committee are set forth in its charter, which may be found at www.unitedparks.com under Investor Relations: Corporate Governance: Governance Documents: Compensation Committee Charter, and include the following:

•establishing and reviewing the overall compensation philosophy of the Company;

•reviewing and approving corporate goals and objectives relevant to the Chief Executive Officer and other executive officers’ compensation, including annual performance objectives, if any;

•evaluating the performance of the Chief Executive Officer in light of these corporate goals and objectives and, either as a committee or together with the other independent directors (as directed by the Board), determining and approving the annual salary, bonus, equity-based incentives and other benefits, direct and indirect, of the Chief Executive Officer;

•reviewing and approving or making recommendations to the Board on the annual salary, bonus, equity and equity-based incentives and other benefits, direct and indirect, of the other executive officers;

•considering policies and procedures pertaining to expense accounts of senior executives;

•reviewing and approving, or making recommendations to the Board with respect to incentive-compensation plans and equity-based plans that are subject to the approval of the Board, and overseeing the activities of the individuals responsible for administering those plans;

•reviewing and approving equity compensation plans of the Company that are not otherwise subject to the approval of the Company’s stockholders;

•reviewing and making recommendations to the Board, or approving, all equity-based awards, including pursuant to the Company’s equity-based plans;

•monitoring compliance by executives with the rules and guidelines of the Company’s equity-based plans;

•reviewing and monitoring all employee retirement, profit sharing and benefit plans of the Company; and

•reviewing and approving any stock ownership guidelines for directors and executive officers of the Company and any “clawback” policy of the Company and monitoring compliance therewith.

With respect to our reporting and disclosure matters, the responsibilities and duties of the Compensation Committee include overseeing the preparation of the Compensation Discussion and Analysis and recommending to the Board its inclusion in our annual proxy statement or Annual Report on Form 10-K in accordance with applicable rules and regulations of the SEC. The charter of the Compensation Committee permits the Compensation Committee to delegate any or all of its authority to one or more subcommittees and to delegate to one or more officers of the Company the authority to make awards to any non-Section 16 officer of the Company under the Company’s incentive-compensation or other equity-based plan, subject to compliance with the plan and the laws of the state of the Company’s jurisdiction. The Compensation Committee has formed a Rule 16b-3 Subcommittee which consists of Messrs. Moloney and Maruyama to approve certain transactions between the Company and its officers or directors in compliance with Rule 16b-3 under the Exchange Act.

For additional information about our processes and procedures for the consideration and determination of our executive and director compensation, including the role of the Compensation Committee’s independent compensation consultant and the role of executive officers in determining executive compensation, see “Executive Compensation―Compensation Discussion and Analysis” and “Executive Compensation―Director Compensation for Fiscal 2023”.

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Nominating and Corporate Governance Committee

All members of the Nominating and Corporate Governance Committee are “independent,” consistent with our Corporate Governance Guidelines and the applicable NYSE listing standards. During the course of 2023, our Nominating and Corporate Governance Committee consisted of Messrs. Chambers, Gray and Ross, with Mr. Chambers serving as Chair of the Nominating and Corporate Governance Committee. Mr. Lipman joined the Nominating and Corporate Governance Committee on January 2, 2024. The duties and responsibilities of the Nominating and Corporate Governance Committee are set forth in its charter, which may be found at www.unitedparks.com under Investor Relations: Corporate Governance: Governance Documents: Nominating and Corporate Governance Committee Charter, and include the following:

•establishing the criteria for the selection of new directors;

•identifying and recommending to the Board individuals to be nominated as directors;

•evaluating candidates for nomination to the Board, including those recommended by stockholders;

•conducting all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates;

•considering questions of independence and possible conflicts of interest of members of the Board and executive officers;

•reviewing and recommending the composition and size of the Board;

•overseeing, at least annually, the evaluation of the Board and management;

•recommending to the members of the Board to serve on the committees of the Board and, where appropriate, recommending the removal of any member of any of the committees; and

•periodically reviewing the charter, composition and performance of each committee of the Board and recommending to the Board the creation or elimination of committees.

Revenue Committee

During 2023, the Revenue Committee consisted of Messrs. Bension, Chambers, Gray, Maruyama, and Ross, and Mmes. Narang and Schaefer, with Mr. Maruyama serving as Chair of the Revenue Committee. The duties and responsibilities of the Revenue Committee are set forth in its charter, and include the following:

•reviewing and providing guidance to management with respect to the Company’s short-term and long-term revenue growth strategies and the Company’s implementation of strategic decisions; and

•periodically, reviewing and evaluating the Company’s progress in implementing its short-term and long-term strategic revenue growth plans, discussing appropriate modifications to such plans to reflect changes in market or business conditions and discussing any other strategic concerns of the Board and/or management that are consistent with the purposes of the Revenue Committee as set forth in its charter.

Special Committees

From time to time the Board may form and appoint members to special committees with responsibility to address topics designated at the time of such committee formation.

Oversight of Risk Management

The Board has extensive involvement in the oversight of risk management related to us and our business and accomplishes this oversight through the regular reporting by management and through the Board’s committees. The Audit Committee represents the Board by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the surveillance of administrative and financial controls and our compliance with legal and regulatory requirements. Through its regular meetings with management, including the finance, legal, and internal audit functions, the Audit Committee reviews and discusses all significant areas of our business and summarizes for the Board all areas of risk and the appropriate mitigating factors. Each of the other Board committees considers risks related to matters within the scope of its responsibilities as part of its regular meeting agendas, and the committee chairs report to the full Board regarding matters considered by their committees following each committee meeting. In addition, our Board receives periodic detailed operating performance reviews from management.

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Compensation Committee Risk Assessment

With the assistance of W.T. Haigh & Company, Inc. (“Haigh”), the Compensation Committee’s independent compensation consultant, the Compensation Committee conducted a comprehensive compensation risk assessment. The assessment focused on the design and application of the Company’s executive and non-executive compensation programs and whether such programs encourage excessive risk taking by executive officers and other employees. Based on the outcomes of this assessment, the Compensation Committee believes, and Haigh concurs, that the Company’s compensation programs (i) do not motivate our executive officers or our nonexecutive employees to take excessive risks, (ii) are designed to encourage behaviors aligned with the long-term interests of stockholders, and (iii) are not reasonably likely to have a material adverse effect on the Company.

Cybersecurity Risk

We recognize the critical importance of maintaining the safety and security of our systems and data and have a holistic process for overseeing and managing cybersecurity and related risks, which includes engagement with both senior management and the Board. Our Board is responsible for overseeing our enterprise risk management activities in general, including those related to cybersecurity, and each of our Board committees assists the Board in the role of risk oversight. The full Board receives an update on our risk management process and the risk trends related to cybersecurity at least annually. Further, the Audit Committee specifically assists the Board in its oversight of risks related to cybersecurity. To help ensure effective oversight, the Audit Committee receives reports on information security and cybersecurity from our Chief Information Officer at least four times a year.

Executive Sessions

Executive sessions, which are meetings of the non-management members of the Board, are regularly scheduled throughout the year. In addition, at least once a year, the independent directors meet in a private session that excludes management and non-independent directors. The Non-Executive Chairman or Lead Director, presides at the executive sessions. The Audit, Compensation, Nominating and Corporate Governance and Revenue Committees also meet regularly in executive session.

Committee Charters and Corporate Governance Guidelines

Our commitment to good corporate governance is reflected in our Corporate Governance Guidelines, which describe the Board’s views on a wide range of governance topics. These Corporate Governance Guidelines are reviewed from time to time by the Board and, to the extent deemed appropriate in light of emerging practices, revised accordingly, upon recommendation to and approval by the full Board.

Our Corporate Governance Guidelines, which include our categorical standards of director independence, our Audit, Compensation, Nominating and Corporate Governance and Revenue Committee charters and other corporate governance information are available on the Corporate Governance page of the Investor Relations section on our website at www.unitedparks.com. Any stockholder also may request them in print, without charge, by contacting the Corporate Secretary at United Parks & Resorts Inc., 6240 Sea Harbor Drive, Orlando, Florida 32821.

Code of Conduct

We maintain a Code of Business Conduct and Ethics that is applicable to all of our directors, officers, and employees, including our Chairman, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and other senior financial officers (including those serving in such roles on an interim basis). The Code of Business Conduct and Ethics sets forth our policies and expectations on a number of topics, including conflicts of interest, compliance with laws, use of our assets, business conduct and fair dealing. This Code of Business Conduct and Ethics also satisfies the requirements for a code of ethics, as defined by Item 406 of Regulation S-K promulgated by the SEC. The Company will disclose within four business days any substantive changes in or waivers of the Code of Business Conduct and Ethics granted to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website as set forth above rather than by filing a Form 8-K.

The Code of Business Conduct and Ethics may be found on our website at www.unitedparks.com under Investor Relations: Corporate Governance: Governance Documents: Code of Business Conduct and Ethics.

As described in our Code of Business Conduct and Ethics, the Company’s directors, officers and employees are provided with three avenues through which they can report violations or suspected violations with respect to addressing any ethical questions or concerns: a toll-free phone line, in writing, and a website. The toll-free number for the Company’s directors, officers and employees is available 24 hours a day, 7 days a week. Directors, officers and employees can choose to remain anonymous in reporting violations or suspected violations. In addition, we maintain a formal non-retaliation policy that prohibits action or retaliation against any director, officer or employee who makes a report in good faith even if the facts alleged are not confirmed by subsequent investigation.

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Director Nomination Process

The Board of Directors recognizes the value of diversity and its ability to bring to bear a wide range of experiences and perspectives that are relevant to the Company’s strategy and business. Consistent with the value of diversity, the Nominating and Corporate Governance Committee weighs the characteristics, experience, independence and skills of potential candidates for election to the Board and recommends nominees for director to the Board for election. In considering candidates for the Board, the Nominating and Corporate Governance Committee also assesses the size, composition and combined expertise of the Board. As the application of these factors involves the exercise of judgment, the Nominating and Corporate Governance Committee does not have a standard set of fixed qualifications that is applicable to all director candidates, although the Nominating and Corporate Governance Committee does at a minimum assess each candidate’s strength of character, mature judgment, industry knowledge or experience, his or her ability to work collegially with the other members of the Board and his or her ability to satisfy any applicable legal requirements or listing standards. In addition, unless restricted by any legal, contractual or other obligations, the Nominating and Corporate Governance Committee will require that the pools of candidates to be considered by the Nominating and Corporate Governance Committee and/or the Board for nomination to our Board include candidates with diversity of race, ethnicity and / or gender. The Nominating and Corporate Governance Committee is primarily responsible for this requirement and assesses its effectiveness by examining the diversity of all the directors on the Board when it selects director nominees. The Board does not establish specific goals with respect to diversity. However, since adopting this requirement in February 2020, the Board has added three directors, one of whom is a woman. In identifying prospective director candidates, the Nominating and Corporate Governance Committee may seek referrals from other members of the Board, management, stockholders and other sources. The Nominating and Corporate Governance Committee also may, but need not, retain a search firm in order to assist it in identifying candidates to serve as directors of the Company. The Nominating and Corporate Governance Committee utilizes the same criteria for evaluating candidates regardless of the source of the referral. When considering director candidates, the Nominating and Corporate Governance Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness.

The Stockholders Agreement described below under “Transactions with Related Persons—Hill Path Agreements” provides that Hill Path Capital LP, (“Hill Path”) has the right to nominate to our Board up to three designees depending upon their percentage ownership of the Company. Messrs. Ross and Chambers were nominated by Hill Path and have been nominated for re-election this year, see “Proposal No. 1 – Election of Directors.”

In connection with its annual recommendation of a slate of nominees, the Nominating and Corporate Governance Committee may also assess the contributions of those directors recommended for re-election in the context of the Board evaluation process and other perceived needs of the Board. When considering whether the directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board focused primarily on the information discussed in each of the board member’s biographical information set forth above. Each of the Company’s directors possesses high ethical standards, acts with integrity and exercises careful, mature judgment. Each is committed to employing his or her skills and abilities to aid the long-term interests of the stockholders of the Company. In addition, our directors are knowledgeable and experienced in one or more business, governmental, or civic endeavors, which further qualifies them for service as members of the Board. A significant number of our directors possess experience in owning and managing public and privately held enterprises and are familiar with corporate finance and strategic business planning activities that are unique to publicly traded companies like ours.

•Mr. Bension has extensive e-commerce and entertainment company expertise from his experience leading several major e-commerce, recreation and entertainment companies to financial and strategic success.

•Mr. Chambers has significant corporate finance and leisure and entertainment industry experience that he has gained from his various investment roles at Goldman, Sachs & Co, Apollo and his position as a Partner of Hill Path, as well as having served on the boards of various companies.

•Mr. Gray has extensive experience in marketing, communications and management acquired from his leadership tenure of 30 plus years with Ogilvy Group and 15 plus years of experience in directorship roles.

•Mr. Hartnett has significant experience working with companies across industry sectors and brings unique skills, particularly in finance and accounting.

•Mr. Lipman has an extensive background in the entertainment, hospitality, marketing, media and financial services sectors and brings unique skills, particularly in business development and marketing, as well as having served on the boards of various companies.

•Mr. Maruyama has financial, marketing and management expertise as well as knowledge of our industry having previously served in multiple positions at Universal Parks and Resorts and as Chief Strategy Officer of USJ Co., Ltd, owner and operator of Universal Studios Japan theme park.

•Mr. Moloney has financial and management expertise and valuable experience gained from his position as Chief Financial Officer of John Hancock Financial Services, as well as experience as a director of other private and public companies.

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•Ms. Narang has extensive digital, brand and product marketing expertise gained from her leadership roles at Facebook, her consulting experience and from serving as the Chief Marketing Officer at True and the interim Chief Marketing Officer at Roblox Corporation.

•Mr. Ross has significant corporate finance and leisure and entertainment industry experience that he has gained from his various investment roles at Goldman, Sachs & Co, Shumway Capital Partners, Apollo and his position as a Managing Partner and founder of Hill Path, as well as having served on the boards of various public and private companies.

•Ms. Schaefer has significant experience in the leisure, hospitality and entertainment sectors and brings unique skills, particularly in operations and marketing, as well as having served on the boards of various companies.

Our Corporate Governance Guidelines provide that directors may not continue to serve on the Board of Directors after reaching the age of 75 without an express waiver by the Board. The Board believes that waivers of this policy should not be automatic and should be based upon the needs of the Company and the individual attributes of the director. After considering Mr. Moloney’s experience, dedication, and valuable contributions to the Board and its committees, pursuant to the Governance Guidelines, the Nominating and Corporate Governance Committee recommended to the Board that the mandatory retirement requirement be waived for Mr. Moloney. Based upon this recommendation, the Board determined that a waiver of this policy for Mr. Moloney with respect to his service until the next annual meeting in 2025 was in the best interests of the Company and, accordingly, approved such waiver. Accordingly, the annual director nomination process resulted in the Nominating and Corporate Governance Committee’s recommendation to the Board, and the Board’s nomination, of the ten incumbent directors named in this Proxy Statement and proposed for election by you at the upcoming Annual Meeting.

The Nominating and Corporate Governance Committee regularly considers director candidates recommended by stockholders. Any recommendation submitted to the Corporate Secretary should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors, if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Corporate Secretary, United Parks & Resorts Inc., 6240 Sea Harbor Drive, Orlando, Florida 32821. All recommendations for nomination received by the Corporate Secretary that satisfy our bylaw requirements relating to such director nominations will be presented to the Nominating and Corporate Governance Committee for its consideration. Stockholders must also satisfy the notification, timeliness, consent and information requirements set forth in our bylaws. These requirements are also described under the caption “Stockholder Proposals for the 2025 Annual Meeting”.

Executive Officers of the Company

Set forth below is certain information regarding each of our current executive officers including ages as of record date.

Name	Age	Principal Occupation and Other Information
Marc G. Swanson	53	Marc G. Swanson has served as Chief Executive Officer since May 2021. Prior to that, he served as Interim Chief Executive Officer from April 2020 to May 2021. Prior to that, he served as Chief Financial Officer and Treasurer of the Company from August 2017 to April 2020, except for from September 2019 to November 2019 when he served as Interim Chief Executive Officer. Prior to that, Mr. Swanson had served as Chief Accounting Officer from 2012 to 2017 and served as Interim Chief Financial Officer from June 2015 until September 2015 and as Interim Chief Financial Officer and Treasurer from August 1, 2017 until his permanent appointment later that same month. Previously, he was Vice President Performance Management and Corporate Controller of SeaWorld Parks & Entertainment from 2011 to 2012, the Corporate Controller of Busch Entertainment Corporation from 2008 to 2011 and the Vice President of Finance of Sesame Place from 2004 to 2008. Mr. Swanson holds a bachelor’s degree in accounting from Purdue University and a master’s degree in business administration from DePaul University and is a Certified Public Accountant.
James (Jim) W. Forrester Jr.	55	James (Jim) W. Forrester Jr. has served as Interim Chief Financial Officer and Treasurer of the Company since January 2023. Prior to that, Mr. Forrester served as the Company’s Vice President, Finance for SeaWorld Orlando, Aquatica Orlando and Discovery Cove since February 2019. Prior to that, he

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Name	Age	Principal Occupation and Other Information
		served as Vice President of Operations, Finance, Human Resources and Revenue Management for ICON Orlando 360 from November 2017 to February 2019. During these periods, Mr. Forrester served as a Captain in the United States Navy, having progressed through various roles of increasing responsibility since his commissioning in May 1990. Mr. Forrester transitioned from Active Reserve to the Retired Reserve in September 2022. Additionally, Mr. Forrester has more than two decades of theme park finance and operations experience including at the Walt Disney Company, Walt Disney World Resort, and Hershey Entertainment & Resorts, among others. Mr. Forrester is on the boards of West Orange County Chamber of Commerce (since 2019); and Orlando Economic Partnership (since 2021).
Shekufeh Shirazi Boyle	37	Shekufeh Shirazi Boyle was appointed Chief Accounting Officer of the Company in January 2023. Prior to that, she served as Corporate Controller & Vice President of Accounting of the Company from May 2022 to January 2023 and as Corporate Controller from 2021 to 2022. Previously, she served as Director of Corporate and Technical Accounting of the Company from 2019 to 2021 and as Corporate Accounting Manager from 2014 to 2019. Prior to her tenure at the Company, Ms. Boyle worked in public accounting at McDirmit Davis & Co LLC from 2007 to 2014, where she most recently served as an Audit Manager. Ms. Boyle is a Certified Public Accountant with a Bachelor of Science in Accounting degree from University of Central Florida, and a Master of Accounting and Financial Management degree from DeVry University Keller Graduate School of Management.
Dr. Christopher (Chris) Dold	51	Dr. Christopher (Chris) Dold has been our Chief Zoological Officer since April 2016. Prior to that, Dr. Dold served as Vice President, Veterinary Services from October 2009 until April 2016 and Senior Veterinarian at SeaWorld Orlando from October 2005 to September 2009. Prior to joining the Company, Dr. Dold was a National Academies-National Research Council Postdoctoral Clinical Fellow with the US Navy Marine Mammal Program and completed a University of California-Davis Internship in Marine Mammal Medicine and Pathology at The Marine Mammal Center in Sausalito, California. Dr. Dold has held memberships in the American Veterinary Medical Association, International Association for Aquatic Animal Medicine, European Association for Aquatic Mammals, and the American Association of Zoo Veterinarians. Dr. Dold received a Bachelor of Science degree in zoology from the University of Wisconsin-Madison and his doctorate in veterinary medicine from the University of Wisconsin-Madison School of Veterinary Medicine.
Christopher (Chris) Finazzo	42	Christopher Finazzo has served as Chief Commercial Officer of the Company since January 1, 2022. Mr. Finazzo served as a consultant to the Company from August 2021 through December 31, 2021. Prior to that, Mr. Finazzo served in various roles at Burger King Corporation (“BKC”), including President of BKC, Americas from December 2017 to July 2021, Head of Marketing, North America from January 2017 until December 2017 and Head of Development from January 2016 until January 2017. Since joining BKC in 2014, Mr. Finazzo also held various roles in marketing and development. Prior to joining BKC in 2014, Mr. Finazzo was on the strategy team at Macy’s. Mr. Finazzo served as a director of Carrols Restaurant Group, Inc. from February 2020 through July 2021. Mr. Finazzo also served as director of Burger King Foundation Inc. from 2018 to July 2021. Mr. Finazzo holds a bachelor's degree in economics from the University of Connecticut.
James (Jim) Hughes	52	James (Jim) Hughes had served as Chief Human Resources Officer of the Company since August 2022. Mr. Hughes left the Company on April 22, 2024. Previously, Mr. Hughes served as Senior Vice President, Chief Human Resources Officer for Red Lobster Seafood Company (“Red Lobster”) since 2021. Prior to that, he served in various Human Resource ("HR") roles of increasing responsibility at Red Lobster and when Red Lobster was part of Darden Restaurants, Inc. ("Darden") from 2011 to 2021. Prior to his time with

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Name	Age	Principal Occupation and Other Information
		Darden and Red Lobster, Mr. Hughes progressed through various HR roles with PepsiCo from 1996 to 2011. Prior to his time with Pepsi, Mr. Hughes began his career in HR with General Electric as a member of their HR Leadership Program from 1995 to 1996. Mr. Hughes holds a master’s degree in Industrial and Labor Relations and a bachelor’s degree in Business Administration, both from West Virginia University.
Jayson Maxwell	52	Jayson Maxwell has served as the Company’s Interim Chief Human Resources Officer since April 23, 2024. He joined the Company in May 2020 as Vice President, Training & Organizational Development. Prior to joining the Company, Mr. Maxwell served in various roles of increasing responsibility at Six Flags Entertainment Corporation and its parks, including Corporate Director of Workforce Strategies from 2014 to 2020, Director of Administration of Six Flags Great Adventure from 2004 to 2014, Senior Manager of Human Resources of Six Flags Worlds of Adventure from 2001 to 2004, and Manager of Operations & Human Resources of Six Flags Elitch Gardens from 1997 to 2001. Mr. Maxwell holds a master’s degree in Strategic Human Resources Management from University of Denver and a bachelor’s degree from Arizona State University.
Kyle R. Miller	47	Kyle R. Miller has served as Chief Park Operations Officer – Florida Parks of the Company since January 2023. Prior to that, Mr. Miller served as Park President of SeaWorld Orlando, Discovery Cove, and Aquatica Orlando since 2018. He served as Vice President of Culinary Operations of SeaWorld Orlando, Discovery Cove, and Aquatica Orlando from 2016 to 2018, and Director of Merchandise Revenue Operations for SeaWorld Orlando, Discovery Cove, and Aquatica Orlando from 2007 to 2012. Mr. Miller began his theme park career with Busch Entertainment Corporation and progressed through various roles of increasing responsibility at multiple parks of the Company from 1995 to 2018. Mr. Miller has served as a board member of Visit Orlando since 2019.
Byron Surrett	66	Byron Surrett has served as Chief Park Operations Officer – Non-Florida Parks of the Company since January 2023. Prior to that, Mr. Surrett served as Park President of SeaWorld San Antonio, Discovery Point, and Aquatica San Antonio since 2018. Prior to that, he served as Vice President of Operations of SeaWorld San Antonio, Discovery Point, and Aquatica San Antonio from 2014 to 2019 and Vice President of Merchandise for SeaWorld San Antonio from 2008 to 2014. Prior to that, he served as Vice President of Park Operations for SeaWorld San Diego from 2005 to 2008; for SeaWorld San Antonio from 2003 to 2005; and for Sesame Place Philadelphia from 1999 to 2003. Prior to that, he served as Vice President, Culinary for Sesame Place Philadelphia from 1995 to 1999. Prior to that, he served as Director of Revenue for Adventure Island from 1989 to 1995. Mr. Surrett began his theme park career at Busch Gardens Tampa and progressed through various roles of increasing responsibility with Busch Entertainment Corporation from 1976 to 1989. Mr. Surrett is on the boards of San Antonio Chamber of Commerce (since 2020); Texas Travel and Tourism (since 2021); and San Antonio Symphony League Program (Chair, since 2020). Mr. Surrett holds a bachelor’s degree from the University of South Florida.

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Name	Age	Principal Occupation and Other Information
G. Anthony (Tony) Taylor	58	G. Anthony (Tony) Taylor has been the Chief Legal Officer, General Counsel and Corporate Secretary since 2010 and has led the External Affairs team since 2017, which includes Governmental Affairs and Community Affairs. In addition, from 2013 until 2015, Mr. Taylor led the Company’s Corporate Affairs group, which included Industry & Governmental Affairs, Corporate Communications, Community Affairs, Risk Management and Corporate Social Responsibility. From 2012 to 2015, Mr. Taylor led the Company’s Governmental Affairs team, and from 2010 to 2016, Mr. Taylor led the Risk Management Group. Prior to joining the Company, Mr. Taylor held the position of Associate General Counsel of Anheuser-Busch Companies, Inc. from 2000 to 2010, and was a Principal at Blumenfeld Kaplan in St. Louis from 1993 to 2000. He holds bachelors’ degrees in political science and speech communication from the University of Missouri and a juris doctor degree from Washington University.

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PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected KPMG LLP ("KPMG") to serve as our independent registered public accounting firm for 2024.

Although ratification is not required by our bylaws or otherwise, the Board is submitting the selection of KPMG to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

Representatives of KPMG are expected to be present at the Annual Meeting. They also will have the opportunity to make a statement if they desire to do so, and they are expected to be available to respond to appropriate questions.

The shares represented by your proxy will be voted for the ratification of the selection of KPMG LLP unless you specify otherwise.

Change in Auditors

On May 16, 2023, the Audit Committee approved the engagement of KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

On May 16, 2023, the Committee dismissed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm. The reports of Deloitte and KPMG on the Company’s financial statements for each of the two fiscal years ended December 31, 2022 and 2023 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. In the fiscal year ended December 31, 2022 and in the subsequent interim period through May 16, 2023, there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference to the matter in its report on the financial statements for such periods.

In the fiscal year ended December 31, 2022 and in the subsequent interim period through May 16, 2023, there were no “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K), except that, as initially reported in Part I, Item 4 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021, as filed with the SEC on November 15, 2021, the Company reported a material weakness in its internal control over financial reporting during such period due to the Company not having sufficient policies and procedures related to certain Board oversight responsibilities of Board engagement within the Company’s control environment including delegation of authority.

As reported in Part I, Item 4 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, as filed with the SEC on May 10, 2023, the Board and management continued efforts to remediate the material weakness, but as of March 31, 2023, the material weakness was not considered remediated. As a result of the material weakness, management concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2023. As reported in Part II, Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on February 29, 2024, during the fourth quarter of fiscal 2023, the Company successfully completed the testing necessary to conclude that the material weakness has been remediated.

The change in independent auditors was previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on May 17, 2023. A copy of Deloitte’s related letter, dated May 17, 2023, was included as an exhibit to such Form 8-K filing.

During the fiscal year ended December 31, 2022 and the subsequent interim period through May 16, 2023, neither the Company nor anyone on its behalf consulted with KPMG with respect to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

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Audit and Non-Audit Fees

The following tables present fees for professional services rendered by Deloitte and KPMG for the audit of our financial statements for 2023 and 2022 and fees billed for other services rendered for those periods:

KPMG

	2023
Audit fees(1)	$	1,135,000
Audit-related fees(2)		20,000
Total:	$	1,155,000

(1)Includes the aggregate fees in the last fiscal year for professional services rendered by KPMG for the audit of the Company’s annual financial statements, internal controls over financial reporting and the review of interim financial statements included in SEC filings. Also, includes aggregate fees of $50,000 for the year ended December 31, 2023 that are primarily related to the issuance of comfort letters.

(2)Includes fees billed for assurance and related services performed by KPMG that are primarily related to other agreed upon procedures.

We paid no tax fees or fees other than audit and audit-related fees to KPMG in 2023.

Deloitte

	2023		2022
Audit fees(1)	$	564,970	$	1,883,096
Audit-related fees(2)		9,300		20,300
Total:	$	574,270	$	1,903,396

(1)Includes the aggregate fees in each of the last two fiscal years for professional services rendered by Deloitte for the audit of the Company’s annual financial statements, internal controls over financial reporting and the review of interim financial statements included in SEC filings. Also, includes aggregate fees of $172,000 for the year ended December 31, 2023 that are primarily related to the issuance of comfort letters.

(2)Includes fees billed for assurance and related services performed by Deloitte that are primarily related to other agreed upon procedures.

We paid no tax fees or fees other than audit and audit-related fees to Deloitte in 2023 or 2022.

Consistent with SEC policies regarding auditor independence and the Audit Committee’s charter, the Audit Committee has responsibility for engaging, setting compensation for and reviewing the performance of the independent registered public accounting firm. In exercising this responsibility, the Audit Committee pre-approves all audit and permitted non-audit services provided by the independent registered public accounting firm prior to each engagement.

Each year, the Audit Committee approves an annual budget for such audit and permitted non-audit services and requires the independent registered public accounting firm and management to report actual fees versus the budget periodically throughout the year. The Audit Committee has authorized KPMG’s commencement of work on such permitted services within that budget, although the Chair of the Audit Committee may pre-approve any such audit and permitted non-audit services that exceed the initial budget. During the year, circumstances may arise that make it necessary to engage the independent registered public accounting firm for additional services that would exceed the initial budget. The Audit Committee has delegated the authority to the Chair of the Audit Committee to review such circumstances and to grant approval when appropriate. All such approvals are then reported by the Audit Committee Chair to the full Audit Committee at its next meeting.

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YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this Proxy Statement under the discussion of “The Board of Directors and Certain Governance Matters—Committee Membership—Audit Committee.” The Audit Committee charter is available on our Investor Relations website at www.unitedparks.com/corporate-governance/governance-documents/. Under the Audit Committee charter, our management is responsible for the preparation, presentation and integrity of our financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America, and for auditing our internal control over financial reporting and expressing an opinion on the effectiveness of our internal control over financial reporting.

In the performance of its oversight function, the Audit Committee reviewed and discussed the audited financial statements of the Company with management and with the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission, (the “SEC”). In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm their independence.

Based upon the review and discussions described in the preceding paragraph, our Audit Committee recommended to the Board that the audited financial statements of the Company be included in the Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC.

Submitted by the Audit Committee of the Company’s Board of Directors:

Thomas E. Moloney, Chair

William Gray

Timothy Hartnett

Nathaniel Lipman

Kimberly Schaefer

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Proposal No. 3—Non-Binding Vote on Executive Compensation

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, we are including in these proxy materials a separate resolution subject to stockholder vote to approve, in a non-binding, advisory vote, the compensation paid to our named executive officers as disclosed on pages 26 to 47. At the Company’s 2020 annual meeting of stockholders, our stockholders indicated their preference to hold the non-binding stockholder vote to approve the compensation of our named executive officers each year. Accordingly, the Company currently intends to hold such votes annually. The next vote to approve the compensation of our named executive officers is expected to be held at the Company’s 2025 annual meeting of stockholders. While the results of the vote are non-binding and advisory in nature, the Board intends to carefully consider the results of this vote.

The text of the resolution in respect of Proposal No. 3 is as follows:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.”

In considering their vote, stockholders may wish to review with care the information on the Company’s compensation policies and decisions regarding the named executive officers presented in the Compensation Discussion and Analysis on pages 26 to 47, as well as the discussion regarding the Compensation Committee on page 13.

In particular, stockholders should note the following:

•We design our pay programs to support the achievement of aggressive annual and long-term goals and drive stockholder value.

•We place significant emphasis on performance-based variable compensation. Almost 75% of named executive officer (“NEO”) compensation is based on company and individual performance.

•We place strong emphasis on equity compensation to align our interests with those of our stockholders and over 60% of our 2023 NEO target pay is equity-based.

•We have share ownership guidelines that require our NEOs to own a significant amount of Company stock and strengthens alignment with our stockholders.

The Company values the opinions expressed by its stockholders, and the Compensation Committee will continue to carefully review and take into account the results of the vote when designing and considering future executive compensation arrangements.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF
THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS.

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Report of the Compensation Committee

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement relating to our 2024 Annual Meeting of Stockholders.

Submitted by the Compensation Committee of the Board of Directors:

Scott Ross, Chair

James Chambers

Yoshikazu Maruyama

Thomas Moloney

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Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our compensation strategy, philosophy, policies, programs, and practices for our Named Executive Officers, or NEOs, and the executive positions they held in 2023 as set forth below:

Marc G. Swanson	Chief Executive Officer
James (Jim) W. Forrester Jr. (1)	Interim Chief Financial Officer and Treasurer
Michelle (Chelle) Adams(2)	Former Chief Transformation Officer, Former Chief Financial Officer and Treasurer
James (Jim) Hughes(3)	Former Chief Human Resources Officer
Kyle R. Miller(4)	Chief Parks Operations Officer - Florida Parks
Byron Surrett(4)	Chief Parks Operations Officer - Non-Florida Parks

(1)On January 27, 2023, the Board appointed Mr. Forrester to serve as Interim Chief Financial Officer and Treasurer.

(2)On January 27, 2023, the Board promoted Ms. Adams to the role of Chief Transformation Officer. Ms. Adams resigned as Chief Transformation Officer, effective as of August 4, 2023.

(3)Mr. Hughes left the Company on April 22, 2024.

(4)On January 27, 2023, the Board promoted Mr. Miller to the role of Chief Parks Operations Officer for all the Florida parks and promoted Mr. Surrett to Chief Parks Operations Officer for all the non-Florida parks.

2023 Business Highlights (in millions except per share and per capita amounts)

2023 was another fiscal year of strong financial results including record Total revenue per capita. The following highlights our 2023 financial performance:

	Fiscal Year
Financial Metric (In millions except per share and per capita amounts)	2023		2022		Variance
Total revenues	$	1,726.6	$	1,731.2	-0.3%
Net income	$	234.2	$	291.2	-19.6%
Earnings per share, diluted	$	3.63	$	4.14	-12.3%
Adjusted EBITDA(1)	$	713.5	$	728.2	-2.0%
Net cash provided by operating activities	$	504.9	$	564.6	-10.6%
Attendance		21.6		21.9	-1.5%
Total revenue per capita	$	79.91	$	78.91	1.3%
Admission per capita	$	44.16	$	44.00	0.4%
In-Park per capita spending	$	35.75	$	34.91	2.4%

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In addition to our core financial metrics, we maintained our focus on stockholder value and significantly outperformed relevant U.S. equity markets on a three- and five-year basis:

 

Also, in 2023, our rescue teams came to the aid of 335 animals in need in the wild bringing the total number of animals we have helped over our history to more than 41,000.

(1)Adjusted EBITDA is defined as net income (loss) plus (i) income tax (benefit) provision, (ii) interest expense, consent fees and similar financing costs, (iii) depreciation and amortization, (iv) equity-based compensation expense, (v) loss on extinguishment of debt, (vi) non-cash charges/credits related to asset disposals, (vii) certain business optimization, development and strategic initiative costs, (viii) merger, acquisition, integration and certain investment costs, and (ix) other nonrecurring costs including incremental costs associated with the COVID-19 pandemic or similar unusual events. Adjusted EBITDA as defined in the Senior Secured Credit Facilities is consistent with our reported Adjusted EBITDA. For a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles in the U.S. (“GAAP”), see “— Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Indebtedness—Adjusted EBITDA” in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC.

2023 Say-On-Pay Vote and Stockholder Outreach

Stockholders voted 99.4% in support of our executive compensation programs at the 2023 stockholder meeting (excluding abstained and broker non-votes). Even though the results of the 2023 advisory Say-On-Pay vote were overwhelmingly positive, we continued to reach out to our stockholders to engage and gather feedback. We reached out to 20 of our largest stockholders representing greater than 85% of our outstanding shares and had discussions with seven stockholders representing over 60% of our outstanding shares (these seven shareholders were all top 10 holders of our stock).

Below, we include more detail on specific areas where we believe, based on our engagement process, shareholders may be interested in more information and background.

Additional disclosure on compensation risk:

•Annually, we review our executive and broad-based compensation plans to determine if any of our plans encourage inappropriate risk taking that could potentially adversely impact the company and/or stockholder value. As part of our review, we focus on performance metrics and objectives, compensation mix, incentive plan design and compensation governance processes. In 2023, after review of 18 risk factors, we determined that there were no factors that contribute to potential risk with material impact.

Annual bonus design with no maximum payout levels:

•We believe that the concept of “no maximum payout” is appropriate as it provides motivation for employees to exceed performance targets, which aligns with shareholder goals.

Certain executive annual bonus plans include a maximum payout set at 150% to 200% of target with accompanying performance that typically represents 10% to 15% over target financial performance levels. Our plan pays an additional 0.5% of target for every $1M of additional Adjusted EBITDA above target. To achieve a payout of 150% of target, our Adjusted EBITDA would need to be $100M or 11.1% above our challenging 2023 target. To achieve a payout of 200% of target, our Adjusted EBITDA would be $200M or 22.2% above target.

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Use of time-based equity awards and alignment with the Company’s compensation philosophy:

•We believe our core annual long-term incentive plans are fully performance-based and have both Company performance and stock price risk. 75% of the award is granted as PSUs based on challenging Adjusted EBITDA and certain growth goals over a three- to four-year performance period. 25% of the award is granted in the form of stock options that only have value if our stock price increases and will only achieve their full, targeted value if our stock price doubles over the exercise period. More information on our long-term equity incentive plans can be found below.

•We strongly value alignment and selectively offer time-based RSUs which we believe align employees' interests with shareholders and generally have vesting terms in lieu of cash compensation or a portion of cash compensation. We strongly believe this approach is in the best interest of shareholders.

•To complement our core, performance-based long-term incentive plan, we selectively grant time-based RSUs for the following reasons:

oNew Hire Awards: We offer certain executive new hire equity awards as an inducement to join our Company. This is a common market practice and it provides our newly hired executives an opportunity to participate in a service-based equity incentive plan and create immediate alignment with our stockholders. In addition, 50% of our target annual incentives are denominated in PSUs based solely on our annual performance.

oPromotion Awards: When we promote our employees to positions with roles and responsibilities that have greater impact on our future success, we typically grant time-based RSUs to recognize the increase in the scope of their job and to recognize promotion to a higher organization level. We believe a time-based equity award is an appropriate award to recognize promotions and also helps create longer-term retention.

oRetention Awards: From time to time, we grant time-based RSUs to certain employees, including our NEOs, as a means to promote retention, team member continuity and long-term service to the Company.

oSpecial Circumstances: In 2020, in response to the COVID-19 Pandemic, the Compensation Committee determined that our annual 2020 long-term equity incentive plan would be granted 100% in time-based RSUs. This decision was based on the uncertain business climate (closure of parks, state-mandated attendance limitations, etc.) and the fact that our executives had voluntarily agreed to reduce their salaries beginning April 2020 through November 2020.

Our Compensation Policies and Practices at a Glance

What We Do

What We Don’t Do

✓ Place significant emphasis on performance-based compensation that considers both operating performance goals and stock performance. ✓    Place strong emphasis on equity compensation to align our interests with those of our stockholders. ✓    Set challenging annual and long-term incentive award performance objectives. ✓    Limit the use of perquisites. ✓    Maintain reasonable termination and change in control provisions including double trigger equity vesting. ✓    Maintain stock ownership guidelines that require owning a significant amount of Company stock. ✓    Maintain clawback provisions to recover cash and equity incentive compensation. ✓    Conduct Say-On-Pay vote annually. ✓    Engage with our stockholders at least annually. ✓    Retain an independent compensation advisor reporting directly to the Compensation Committee

✘    No guaranteed incentive payments or guaranteed annual salary increases. ✘    No plans that encourage excessive risk-taking (and we monitor risk annually across all of our plans) ✘    No hedging or pledging Company stock. ✘    No excise tax gross-ups upon change in control. ✘    No excessive annual burn rate or equity dilution. ✘    No repricing stock options without stockholder approval.

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Our Total Rewards Philosophy and Key Rewards Principles

We believe we must provide total rewards that will attract, retain and motivate an outstanding executive team to achieve our challenging business goals and create value for our stockholders. To accomplish this, our compensation program is designed to support the following key reward principles:

Performance-Driven Pay	Our total compensation program is designed to encourage high performance, recognize future potential for growth and motivate the achievement of challenging performance objectives. We design our program to strike an appropriate balance between short-term and longer-term performance.
Competitive Compensation Opportunities	We strive to ensure the total value of our compensation package is fully competitive within our industry consistent with our performance. Variable compensation elements including annual bonus and equity awards are intended to deliver our competitive target when we achieve our goals. Value delivered above or below this targeted amount is entirely dependent on our performance.
Alignment With Stockholders	Our executive total compensation program has a significant equity component. In addition to our long-term equity incentives, we deliver 50% of our NEOs’ annual bonus opportunity in the form of performance share units (PSUs).
Reasonable Cost Consistent With Our Performance	Our goal is to establish plans which are affordable and consistent with our performance versus our challenging annual and long-term business goals and are fundamentally aligned with our longer-term business strategy.

2023 Compensation Elements and Mix

Elements of 2023 Compensation

Our compensation program is made up of the following three direct compensation elements:

Compensation Element	Purpose
Base Salary	•Fixed cash compensation that is adjusted from time-to-time based on individual performance and development in their role. •Attracts and retains executives by offering fixed compensation that is generally competitive with market opportunities and that recognizes each executive’s position, role, responsibility and experience.
Annual Incentives	•Variable compensation typically paid in a combination of cash and performance-vesting restricted stock units based on performance versus pre-established annual goals. •Designed to motivate and reward the achievement of a balanced scorecard of our annual performance as measured by Adjusted EBITDA, revenue, guest satisfaction, and an individual, department and/or discretionary components. •50% of the target opportunity is denominated as performance share units (PSUs) at the beginning of the performance period to align our executives’ interests with those of our stockholders.
Long-Term Equity Incentives	•Variable compensation payable in the form of time-vesting options, RSUs and performance-vesting restricted stock units (PSUs) based on performance versus pre-established long-term goals (see description below). •Intended to align executives' interests with the interests of our stockholders through equity-based compensation with performance- based and time-based vesting features. •Promotes the long-term retention of equity by our executives and key management personnel.

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Our 2023 Mix of Target Compensation

Our compensation is structured to meet the following key objectives for our NEOs and other key executives:

•Fixed Versus Performance Variable Compensation: We ensure that a significant portion of the total compensation opportunity for our named executive officers is directly related to our performance and other factors that directly and indirectly influence stockholder value.

•Cash Versus Equity: We believe our executive compensation should be structured to appropriately balance cash compensation with equity-based compensation. By design, a significant portion of target total compensation opportunity is weighted to short- and long-term equity awards for our NEOs to strengthen alignment with stockholders.

The following chart illustrates our 2023 targeted compensation mix and structure for our NEOs on average. The chart is based on the NEOs who were employed by us and in their positions with the Company on December 31, 2023:

 

Compensation Determination Process

Role of the Compensation Committee, Management and Consultant

Compensation Element

Key Roles and Responsibilities

Compensation Committee

•Responsible for making all executive compensation decisions. •Determines the compensation of our Chief Executive Officer and other executive officers. •At the beginning of each performance cycle, the Compensation Committee, in conjunction with the annual budget process overseen by the Board of Directors, typically approves annual and long-term financial goals designed to align executive pay with company performance and stockholder interests. •Reviews compensation programs for material risk. •May engage its own advisors to assist in carrying out its responsibilities.

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Senior Management

•Our Chief Executive Officer, Chief Financial Officer, and our Chief Human Resources Officer work closely with the Compensation Committee and Board to develop annual and longer-term financial goals and objectives. •Our Chief Executive Officer and Chief Financial Officer monitor performance versus goals and apprises the Compensation Committee of progress on a regular basis. •Our Chief Human Resources Officer works closely with the Compensation Committee and the Compensation Committee’s independent compensation consultant in developing and modifying compensation programs and is also responsible for our ongoing performance management processes. •None of our NEOs participate in discussions with the Compensation Committee regarding their own compensation.

Independent Compensation Consultant

•In 2023, the Compensation Committee continued to engage the services of W.T. Haigh & Company (“Haigh”) as its independent compensation consultant. The Compensation Committee reviewed the Company’s relationships with Haigh and has determined there are no conflicts of interest. •Reviews and advises the Compensation Committee regarding the components and levels of our compensation program for our NEOs and other senior management. •Reviews and advises the Compensation Committee regarding the components and levels of our non-employee director compensation program. •Annually reviews and develops the peer companies used for executive and non-employee director compensation comparison.

Development of Peer Companies

Annually, the Compensation Committee directs Haigh to develop a comparable group of companies engaged in the same or similar industries as our Company. Due to the limited number of “pure leisure facilities” public companies, our Compensation Committee determined that it was appropriate to also include other companies in the compensation peer group that are in the entertainment, restaurant and hospitality industries and compete with us for executive talent. The peer companies are selected based on a combination of factors including industry, market capitalization, enterprise value, revenue and number of employees. No specific weighting is applied to any of these selection factors.

Generally, the Compensation Committee uses peer company data provided by Haigh to guide its review of the total compensation of our executive officers and non-employee directors and generally reviews the compensation data of our peer companies and industry to understand market competitive compensation levels and practices. The Compensation Committee focuses to ensure that our executive compensation program is competitive on a total compensation basis. However, no specific competitive level is targeted by the Compensation Committee based on this review.

The Compensation Committee approved the following 14 companies as our peer group for 2023 based on analysis and recommendations by Haigh. There were no changes versus the 2022 peer group:

AMC Entertainment Holdings, Inc.	Madison Square Garden Sports Corp.
Cedar Fair, L.P.	Marriott Vacations Worldwide Corporation
The Cheesecake Factory Incorporated	Norwegian Cruise Lines Holdings Ltd.
Cinemark Holdings, Inc.	Six Flags Entertainment Corporation
Cracker Barrel Old Country Store, Inc.	Texas Roadhouse, Inc.
Dave & Buster's Entertainment, Inc.	Travel + Leisure Company
Hilton Grand Vacations, Inc.	Vail Resorts, Inc.

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2023 Compensation Design and Decisions

Base Salaries

Our philosophy is to pay base salaries that reflect each executive’s performance, experience and scope of responsibilities and provide levels of pay competitive with our industry practices for similar roles. Base salaries are reviewed periodically for potential adjustments typically based upon promotion and/or change in job responsibilities.:

Name	Position in 2023	2022 Ending Base Salary		2023 Ending Base Salary		2023 % Increase
Marc G. Swanson	Chief Executive Officer	$	450,000	$	450,000		0	%
James (Jim) W. Forrester Jr.(1)	Interim Chief Financial Officer and Treasurer	$	153,500	$	285,000		86	%
Michelle (Chelle) Adams(2)	Former Chief Transformation Officer, Former Chief Financial Officer and Treasurer	$	400,000	$	400,000		0	%
James (Jim) Hughes(3)	Former Chief Human Resources Officer	$	250,000	$	250,000		0	%
Kyle R. Miller(4)	Chief Parks Operations Officer - Florida Parks	$	220,000	$	250,000		14	%
Byron Surrett(4)	Chief Parks Operations Officer - Non-Florida Parks	$	200,000	$	250,000		25	%

(1)On January 27, 2023, the Board appointed Mr. Forrester to serve as Interim Chief Financial Officer and Treasurer.

(2)On January 27, 2023, the Board promoted Ms. Adams to the role of Chief Transformation Officer. Ms. Adams resigned as Chief Transformation Officer, effective as of August 4, 2023.

(3)Mr. Hughes left the Company on April 22, 2024.

(4)On January 27, 2023, the Board promoted Mr. Miller to the role of Chief Parks Operations Officer for all the Florida parks and promoted Mr. Surrett to Chief Parks Operations Officer for all the non-Florida parks.

2023 Annual Bonus, Performance Objectives and Performance Results

Target Opportunity for Our NEOs

Annual incentive awards are a key component of our total compensation program. Typically, these incentives are available to all of our salaried exempt employees including our named executive officers and are based on financial and non-financial metrics typically established in the first quarter of the year and communicated to annual incentive program participants. At the beginning of the performance period, 50% of the total target bonus potential is denominated as cash while the remaining 50% is denominated as stock, with the number of shares granted at the beginning of the performance period based on the Company’s stock price on the date of grant. The stock portion of our annual incentive program vest subject to performance and are settled in shares of our common stock following the performance period.

The following illustrates the 2023 target bonus opportunity for our NEOs.

Name	Position in 2023	2023 Bonus Percentage of Salary			2023 Ending Base Salary		2023 Bonus Potential Target
Marc G. Swanson	Chief Executive Officer		150	%	$	450,000	$	675,000
James (Jim) W. Forrester Jr.	Interim Chief Financial Officer and Treasurer		80	%	$	285,000	$	228,000
Michelle (Chelle) Adams(1)	Former Chief Transformation Officer, Former Chief Financial Officer and Treasurer		100	%	$	400,000	$	400,000
James (Jim) Hughes(1)	Former Chief Human Resources Officer		80	%	$	250,000	$	200,000
Kyle R. Miller	Chief Parks Operations Officer - Florida Parks		80	%	$	250,000	$	200,000
Byron Surrett	Chief Parks Operations Officer - Non-Florida Parks		80	%	$	250,000	$	200,000

(1)Ms. Adams and Mr. Hughes were not eligible for payout due to their departures on August 4, 2023 and April 22, 2024, respectively.

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2023 Annual Bonus Performance Targets, Weighting and Results & Calculation of 2023 Annual Bonus Awards as a Percent of Target

Our 2023 financial and non-financial objectives, weightings, actual results and weighted payouts by performance objective as a percent of target are shown in the table below:

CORPORATE PARTICIPANTS (Messrs. Swanson, Miller and Surrett):

Performance Metric	Threshold #1 ($M)(1)		Threshold #2 ($M)(1)		Target ($M)		Maximum ($M)(2)	2023 Actual ($M)		Payout	Measure Weighting	Weighted Payout
Adjusted EBITDA (pre-bonus basis)	$	815.0	$	855.0	$	899.0	No Max	$	715.1	0.0%	60.0%	0.0%
Guest Satisfaction(3)											20.0%	1.0%
Discretionary & Individual Objectives(4)											20.0%	15.0%
Performance Calculation as a Percent of Target Before Cost Objectives												16.0%
Cost Objectives(5)					+/-25%			>-25%				-25.0%
Final Performance Calculation as a Percent of Target											100.0%	12.0%

CUSTOM DEPARTMENT PLAN (Forrester):

Performance Metric	Threshold #1 ($M)(1)		Threshold #2 ($M)(1)		Target ($M)		Maximum ($M)(2)	2023 Actual ($M)		Payout	Measure Weighting	Weighted Payout
Adjusted EBITDA (pre-bonus basis)	$	815.0	$	855.0	$	899.0	No Max	$	715.1	0.0%	50.0%	0.0%
Guest Satisfaction(3)											20.0%	1.0%
Discretionary & Individual Objectives(4)											20.0%	15.0%
Department Cost Basis(6)											10.0%	10.0%
Performance Calculation as a Percent of Target Before Cost Objectives												26.0%
Cost Objectives(5)					+/-25%			>-25%				-25.0%
Final Performance Calculation as a Percent of Target											100.0%	19.5%

(1)Threshold #1 achievement for Adjusted EBITDA results in a 33% payout. Threshold #2 achievement for Adjusted EBITDA, results in a 50% payout.

(2)There is no maximum payout for Adjusted EBITDA. Achievement above 100% results in an additional 0.5% for each $1.0 million achieved above target level. There is no maximum payout for Discretionary & Individual Objectives and payout above target is determined by the Compensation Committee for each NEO.

(3)Guest satisfaction is measured on a park-by-park basis each quarter. Based on the Company’s guest satisfaction scores in 2023 as compared to the Company’s goals and expectations, the Compensation Committee determined that the guest satisfaction scores achieved had met at least the threshold level for certain parks for certain quarters. The Compensation Committee further determined that this achievement resulted in a payout of 5.2% of the portion of the annual incentive awards that were tied to guest satisfaction. This 5.2% payout translates to a 1.0% payout of the total target bonus opportunity for each executive.

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(4)The Compensation Committee considered 2023 results and performance and at its discretion approved a Discretionary and Individual achievement of 75% for each of our NEOs. The below was also evaluated in the approved bonus for Discretionary & Individual performance for 2023:

•Mr. Swanson: The Compensation Committee considered his continued leadership in achieving 2023 financial results.

•Mr. Forrester: The Compensation Committee considered his performance as Interim Chief Financial Officer and Treasurer, his leadership of all finance and accounting related functions, and his role in the transition of the Company’s independent registered public accounting firm.

•Mr. Miller: The Compensation Committee considered his leadership over the operations and safety standards of our Florida parks.

•Mr. Surrett: The Compensation Committee considered his leadership over the operations and safety of our non-Florida parks.

(5)Cost Objectives: For 2023, cost targets are set for the Company as a whole, each park and key functional areas. If the cost target is not met, bonus awards are reduced by 25%. For each percent a cost objective beats the objective, awards are adjusted by the percentage such target was beat. The Compensation Committee evaluated 2023 actual costs and determined the cost target had not been met, and as such, bonus award payouts for our NEOs were reduced by 25%.

(6)For Mr. Forrester, represents certain departmental cost goals which were deemed to be met for 2023.

Based on our 2023 performance versus objectives as described in detail above, the following bonus awards for our NEOs were earned:

Name	Position in 2023	2023 Bonus Potential @ Target		2023 Annual Bonus Paid in Cash		2023 Annual Bonus Paid in Stock(1)		2023 Annual Bonus Earned
Marc G. Swanson	Chief Executive Officer	$	675,000	$	40,601	$	41,942	$	82,543
James (Jim) W. Forrester Jr.	Interim Chief Financial Officer and Treasurer	$	228,000	$	22,264	$	23,007	$	45,271
Kyle R. Miller	Chief Parks Operations Officer - Florida Parks	$	200,000	$	12,030	$	12,429	$	24,459
Byron Surrett	Chief Parks Operations Officer - Non-Florida Parks	$	200,000	$	12,030	$	12,429	$	24,459

(1)Annual bonus paid in stock equals number of shares vested on April 23, 2024 at $52.89 per share.

2023 Long-Term Incentive Awards

The long-term incentive award program is designed to align the executives with the Company’s key longer-term performance objectives, align the executives’ interest with our stockholders, provide an opportunity to increase their ownership interest in the Company through grants of equity-based awards and retain executives through vesting of awards over multiple years. Under our equity plans, equity-based awards may be awarded in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and units and other stock-based awards.

Our 2023 Long-Term Incentive Awards (the “2023 LTIP”) cover the 2023-2025 performance period. For 2023, we determined to award the 2023 LTIP in the following forms of equity:

•25% in the form of stock options vesting in substantially equal annual installments over three years:

oIn determining the number of stock options to be granted, we calculated the number of options granted using the closing price of a share of stock on the date of grant based on the assumption that the stock price will double in value over the performance period versus using a Black-Scholes valuation model. The Black-Scholes valuation model was used to value stock options for accounting purposes and required reporting purposes, including the compensation tables below.

•75% in the form of performance-vesting restricted stock units (PSUs) vesting based on the following:

oAchievement of a predefined Adjusted EBITDA target to be met by the end of fiscal year 2025 (75% weighting);

oAchievement of a predefined Adjusted EBITDA target related to certain growth initiatives to be met by the end of fiscal year 2025 (12.5% weighting); and,

oAchievement of certain other predefined non-Adjusted EBITDA growth objectives to be met by the end of fiscal year 2025 (12.5% weighting).

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The following awards were made to our NEOs under our 2023 LTIP:

Name	Position in 2023	2023 Base Salary at the Time of 2023 LTIP Grant		2023 LTIP Target Percentage of Salary			2023 LTIP Target Value
Marc G. Swanson	Chief Executive Officer	$	450,000		400	%	$	1,800,000
James (Jim) W. Forrester Jr.	Interim Chief Financial Officer and Treasurer	$	285,000		150	%	$	427,500
Michelle (Chelle) Adams(1)	Former Chief Transformation Officer, Former Chief Financial Officer and Treasurer	$	400,000		200	%	$	800,000
James (Jim) Hughes(1)	Former Chief Human Resources Officer	$	250,000		100	%	$	250,000
Kyle R. Miller	Chief Parks Operations Officer - Florida Parks	$	250,000		150	%	$	375,000
Byron Surrett	Chief Parks Operations Officer - Non-Florida Parks	$	250,000		150	%	$	375,000

(1)The awards for Ms. Adams and Mr. Hughes were forfeited in connection with their departures on August 4, 2023 and April 22, 2024, respectively.

2023 Special Awards

On January 27, 2023, the Compensation Committee approved the following awards for Mr. Forrester in connection with his appointment as Interim Chief Financial Officer and Treasurer:

•A number of stock options determined by dividing $200,000 by the stock price on the date of grant and vesting in equal annual installments over four years;

•A number of RSUs determined by dividing $200,000 by the stock price on the date of grant and vesting in equal annual installments over four years;

•A number of PSUs under the 2023 LTIP determined by dividing $200,000 by the stock price on the date of grant and vesting based on terms set forth under the plan.

On February 22, 2023, the Compensation Committee approved the following award for Mr. Hughes to recognize his substantial contributions since he joined the Company:

•A number of RSUs determined by dividing $600,000 by the stock price on the date of grant and vesting in equal annual installments over four years;

On January 27, 2023, the Compensation Committee approved the following awards for Mr. Miller in connection with his appointment as Chief Parks Operations Officer - Florida Parks:

•A number of stock options determined by dividing $200,000 by the stock price on the date of grant and vesting in equal annual installments over four years;

•A number of RSUs determined by dividing $400,000 by the stock price on the date of grant and vesting in equal annual installments over four years;

•A number of PSUs under the 2023 LTIP determined by dividing $200,000 by the stock price on the date of grant and vesting based on terms set forth under the plan.

On January 27, 2023, the Compensation Committee approved the following awards for Mr. Surrett in connection with his appointment as Chief Parks Operations Officer - Non-Florida Parks:

•A number of stock options determined by dividing $200,000 by the stock price on the date of grant and vesting in equal annual installments over four years;

•A number of RSUs determined by dividing $400,000 by the stock price on the date of grant and vesting in equal annual installments over four years;

•A number of PSUs under the 2023 LTIP determined by dividing $200,000 by the stock price on the date of grant and vesting based on terms set forth under the plan.

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2022 Long-Term Incentive Awards

The long-term incentive award program is designed to align the executives with the Company’s key longer-term performance objectives, align the executives’ interest with our stockholders, provide an opportunity to increase their ownership interest in the Company through grants of equity-based awards and retain executives through vesting of awards over multiple years. Under our equity plans, equity-based awards may be awarded in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and units and other stock-based awards.

Our 2022 Long-Term Incentive Awards (the “2022 LTIP”) cover the 2022-2024 performance period. For 2022, we determined to award the 2022 LTIP in the following forms of equity:

•25% in the form of stock options vesting in substantially equal annual installments over three years:

oIn determining the number of stock options to be granted, we calculated the number of options granted using the closing price of a share of stock on the date of grant based on the assumption that the stock price will double in value over the performance period versus using a Black-Scholes valuation model. The Black-Scholes valuation model was used to value stock options for accounting purposes and required reporting purposes, including the compensation tables below.

•75% in the form of performance-vesting restricted stock units (PSUs) vesting based on the following:

oAchievement of a predefined Adjusted EBITDA target to be met by the end of fiscal year 2024 (75% weighting);

oAchievement of a predefined Adjusted EBITDA target related to certain growth initiatives to be met by the end of fiscal year 2024 (12.5% weighting); and,

Achievement of certain other predefined non-Adjusted EBITDA growth objectives to be met by the end of fiscal year 2024 (12.5% weighting). 2022 LTIP awards vested in 2023.

2019-2022 Long-Term Incentive Awards

Our 2019 Long-Term Incentive Awards (the “2019 LTIP”) cover the 2019-2022 performance period and the extended test period in 2023. The 2019 LTIP also provides an opportunity to vest the award earlier than the end of the performance period if goals are achieved in any fiscal year during the performance period. The 2019 LTIP is based on the following two performance metrics:

1.Adjusted EBITDA 75% weighting

2.Return on Invested Capital (ROIC) 25% weighting

•The total number of performance-vesting awards eligible to vest during the performance period related to the Adjusted EBITDA Metric is based on the level of achievement of the performance goals and ranges from 0% (if below threshold performance) to 50% (for threshold performance) to 100% (for target performance). There is no interpolation of payouts between the specified threshold and target levels. When a level of achievement is met, 50% of the award will vest following approval of the performance result by the Compensation Committee. The remaining 50% subject to an additional year performance test whereby the remaining shares will vest only if the achieved level of Adjusted EBITDA performance is maintained for one more fiscal year. If Target performance is achieved in the year after achievement of Threshold performance, a maximum of 50% of the total award will be paid out in that year. If in the next subsequent year, Target performance is again achieved, the remaining 50% of the award will be paid out.

•The ROIC portion of the 2019 LTIP is achieved only if the Adjusted EBITDA goal is met at threshold or target and the ROIC goal is met through the end of the early achievement period, performance period or extended performance period. If the ROIC metric is achieved in a future period, an adjustment is made during that future period on the non-achievement in a prior period.

The following table illustrates performance versus goals and amounts which vested based on 2023 performance:

Performance Metric	Threshold ($M)		Target ($M)		Actual ($M)		Achievement Payout Percentage of Target	Performance Metric Weighting	Weighted Achievement Factor
2023 Adjusted EBITDA	$	650.0	$	700.0	$	713.5	50%	75%	37.50%
2020-2023 Cumulative ROIC	N/A		20%		62%		50%	25%	12.50%
Total									50.00%

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2021-2023 Long-Term Incentive Awards

Our 2021 Long-Term Incentive Awards (the “2021 LTIP”) cover the 2021-2023 performance period. The 2021 LTIP is based on the achievement of a predefined Adjusted EBITDA target:

•The total number of Adjusted EBITDA PSUs eligible to vest during the 2021-2023 performance period will be based on the level of achievement of the performance goal and ranges from 0% (if below threshold performance) to 50% (for threshold performance) to 100% (for target performance) with results between threshold and target interpolated on a straight-line basis.

•When a level of achievement at or above threshold is met at any time during the performance period, 50% of the earned award will vest following approval of the performance result by the Compensation Committee. The remaining 50% is subject to an additional one-year performance test whereby the remaining shares will vest only if the achieved level of Adjusted EBITDA performance is maintained or exceeded for one more fiscal year.

The following table illustrates performance versus goals and amounts which vested based on 2023 performance:

Performance Metric	Threshold ($M)		Target ($M)		Actual ($M)		Achievement Payout Percentage(1)
2022 Adjusted EBITDA	$	700.0	$	750.0	$	728.2	39.12%
2023 Adjusted EBITDA	$	700.0	$	750.0	$	713.5	31.75%
Total							70.87%

(1)Includes linear interpolation on highest achieved Adjusted EBITDA year of 2022 and successful remeasurement in 2023 with associated interpolation applied. No further remeasurement, remaining unvested shares were forfeited in accordance with 2021 LTIP terms.

Benefits & Perquisites

We provide all of our employees, including our named executive officers, broad-based benefits that are intended to attract and retain employees while providing them with retirement and health and welfare security. Broad-based employee benefits include:

•401(k) savings plan;

•medical, dental, vision, life and accident insurance, disability coverage, dependent care and healthcare flexible spending accounts; and

•employee assistance program benefits.

Under our 401(k) savings plan, we match a portion of the funds set aside by the employee. The matching contributions by us become vested either on the two-year anniversary of the participant’s hire date or on a 5-year graded vesting schedule, depending on hire date. At no cost to our employees, we provide an amount of basic life and accident insurance coverage valued at two times our employee’s annual base salary. Employees may also select supplemental life and accident insurance, for a premium to be paid by the employee.

We also provide our executive officers with limited perquisites and personal benefits that are not generally available to all employees, such as complimentary access to our theme parks. These benefits and limited perquisites are reflected in the “All Other Compensation” column of the Summary Compensation Table and the accompanying footnote.

Severance Arrangements

We offer our executive officers severance benefits under our Amended and Restated Key Employee Severance Plan (the “Severance Plan”) which we believe is necessary to attract and retain the talent key to our long-term success. Each executive officer is entitled to severance benefits under the Severance Plan if his or her employment is terminated as a result of (1) job elimination resulting from a business reorganization, reduction in force, facility closure, or business consolidation; (2) job elimination resulting from a sale or merger; or (3) lack of an available position following a return from a certified medical leave of absence or work related injury or illness, in each case subject to the approval of the Chief Human Resources Officer and the Chairman of our Compensation Committee. The Severance Plan is described in more detail below under “Potential Payments Upon Termination”.

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Executive Compensation Governance Practices

2023 Stock Ownership Guidelines

In order to align management and stockholder interests, the Company maintains stock ownership guidelines for our executive officers. These guidelines, stated as a multiple of base salary are:

Employee Group	Multiple of Base Salary
CEO	6x
Other NEOs	3x
Other Covered Executives	2x-3x

An executive covered by the ownership guidelines must hold at least 50% of the net after-tax shares acquired from the Company pursuant to any equity-based awards received from the Company until the individual ownership guideline is met. There is no minimum time period to meet the ownership requirement. As of April 15, 2024, all currently employed NEOs, who are subject to the ownership guidelines were in compliance.

Hedging and Pledging Policies

The Company’s Securities Trading Policy requires executive officers and directors to consult the Company’s Legal department prior to engaging in transactions involving the Company’s securities. The Company’s Securities Trading Policy prohibits directors, officers and employees from hedging or monetization transactions including, but not limited to, through the use of financial instruments such as exchange funds, variable forward contracts, equity swaps, puts, calls, and other derivative instruments, or through the establishment of a short position in the Company’s securities. The Company’s Securities Trading Policy limits the pledging of Company securities to those situations approved by the Company’s General Counsel.

Tax and Accounting Considerations

The Compensation Committee may consider the impact of tax and accounting consequences when developing and implementing the Company’s executive compensation programs to structure a program that we consider to be the most effective in attracting, motivating and retaining the Company’s executives and key employees.

Clawback Policy

We have adopted a clawback and recoupment policy that covers all executive officers as well as all participants receiving awards under our incentive compensation plans and certain other individuals designated by the Board or the Compensation Committee (collectively, the “Covered Individuals”). Under the policy, any incentive award or payment that is in excess of the amount that a Covered Individual should otherwise have received under the terms of such award for any reason, the Covered Individual is required to repay any such excess amount to the Company. In addition, the Compensation Committee may, in its sole discretion, provide for the cancellation of outstanding awards or forfeiture and repayment of any gain or amount realized on the vesting, exercise or payment of awards if a participant engages in Detrimental Activity (as defined in the Plan). In light of the SEC’s adoption of final clawback rules in October 2022, on November 13, 2023, we adopted a supplemental clawback and recoupment policy pursuant to NYSE Rule 303A.14.

Our equity awards are subject to restrictive covenants and may be subject to clawback or forfeiture as well if the recipient breaches any of the restrictive covenants or otherwise engages in any "Detrimental Activity", as defined in the Plan.

Summary Compensation Table

The following table provides summary information concerning compensation paid or accrued by us to or on behalf of our named executive officers for services rendered to us for the fiscal years indicated.

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Name and Principal Position	Year	Salary ($)(1)		Bonus ($)(2)		Stock Awards ($)(3)		Option Awards ($)(3)		Non-Equity Incentive Plan Compensation ($)(4)		All Other Compensation ($)(5)		Total ($)
Marc G. Swanson	2023		450,000		37,969		337,451		270,746		2,632		7,733		1,106,531
Chief Executive Officer	2022		450,000		44,176		337,488		261,401		36,723		7,232		1,137,020
	2021		432,757		126,563		758,142		454,061		236,774		1,103		2,009,400
James (Jim) W. Forrester Jr.(6)	2023		275,868		12,825		331,209		187,139		9,439		7,120		823,600
Interim Chief Financial Officer and Treasurer
Michelle (Chelle) Adams(7)	2023		237,778		—		—		120,320		—		630		358,728
Former Chief Transformation Officer, Former Chief Financial Officer and Treasurer	2022		215,343		13,089		1,700,305		2,256,427		10,881		75,504		4,271,549
James (Jim) Hughes(8)	2023		250,000		—		699,947		37,607		—		3,456		991,010
Former Chief Human Resources Officer
Kyle R. Miller(9)	2023		247,500		16,250		499,932		179,262		780		740		944,464
Chief Parks Operations Officer - Florida Parks
Byron Surrett(9)	2023		245,833		15,450		499,932		179,262		780		7,088		948,345
Chief Parks Operations Officer - Non-Florida Parks

(1)Amounts included in this column reflect actual salary earned during each fiscal year while employed by the Company.

(2)Amounts included in this column for 2023 reflect actual cash discretionary bonus amounts earned in 2023 under the 2023 Annual Bonus Plan. Amount included in this column for Mr. Miller and Mr. Surrett for 2023 include a one-time stay cash bonus of $5,000 and $4,200, respectively.

(3)Amounts included for 2023 reflect the aggregate grant date fair value of restricted stock units and option awards, as applicable, calculated in accordance with ASC Topic 718 utilizing the assumptions discussed in Note 18 to our consolidated financial statements for the year ended December 31, 2023. These amounts include RSUs, PSUs and option awards. In accordance with ASC Topic 718, for awards subject to performance conditions, the amounts shown in the table reflect the probable outcome of the performance conditions, if any, as of the grant date. Assuming the highest level of achievement on performance awards as of the grant date, as approved by the Compensation Committee, the aggregate grant date fair value of all performance-based stock granted in fiscal 2023 would have added additional value as follows: Mr. Swanson– $2,109,292; Mr. Forrester– $809,268; Ms. Adams– $899,962; Mr. Hughes– $306,208; Mr. Miller– $746,712; and Mr. Surrett– $746,712.

(4)Amounts included in this column for 2023 reflect actual cash non-discretionary bonus amounts earned in 2023 under the 2023 Annual Bonus Plan.

(5)Amounts reported under All Other Compensation for fiscal 2023 include the following:

Description	Marc G. Swanson		James (Jim) W. Forrester Jr.		Michelle (Chelle) Adams		James (Jim) Hughes		Kyle R. Miller		Byron Surrett
Life and long-term disability insurance premiums    paid by us on behalf of our named executive    officers	$	1,133	$	520	$	630	$	876	$	740	$	488
Contributions to our 401(k) plan on behalf of our    named executive officers		6,600		6,600		—		2,580		—		6,600
Total All Other Compensation	$	7,733	$	7,120	$	630	$	3,456	$	740	$	7,088

In addition, the named executive officers (and their spouses) each receive a Corporate Executive Card that entitles them and an unlimited number of guests to complimentary access to our theme parks. There is no incremental cost to us associated with the use of the Corporate Executive Card.

(6)On January 27, 2023, the Board appointed Mr. Forrester to serve as Interim Chief Financial Officer and Treasurer.

(7)On January 27, 2023, the Board promoted Ms. Adams to the role of Chief Transformation Officer. Ms. Adams resigned as Chief Transformation Officer, effective as of August 4, 2023.

(8)Mr. Hughes left the Company on April 22, 2024.

(9)On January 27, 2023, the Board promoted Mr. Miller to the role of Chief Parks Operations Officer for all the Florida parks and promoted Mr. Surrett to Chief Parks Operations Officer for all the non-Florida parks.

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Grants of Plan-Based Awards in 2023

The following table provides information relating to grants of plan-based awards made to our named executive officers during 2023.

				Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units		All Other Option Awards: Number of Securities Underlying Options		Exercise Price of Option Awards		Grant Date Fair Value of Stock and Option Awards(2)
Name	Award Type	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		(#)		(#)		($/Sh)		($)
Marc G. Swanson
	Annual Cash Incentive		—		121,838		270,000		354,375		—		—		—		—		—		—		—
	Performance-Vesting    Restricted Stock Units(3)	5/11/2023			—		—		—		5,929		23,717		35,575		—		—		—		—
	Annual Equity Incentive(4)	8/10/2023			—		—		—		2,381		6,596		8,245		—		—		—		337,451
	Stock Options(5)	5/11/2023			—		—		—		—		—		—		—		7,905		56.92		270,746
James (Jim) W. Forrester Jr.
	Annual Cash Incentive		—		26,933		91,200		119,700		—		—		—		—		—		-		—
	Time-Vesting    Restricted Stock Units(6)	3/2/2023			—		—		—		—		—		—		266		—		—		17,274
	Time-Vesting    Restricted Stock Units(6)	3/2/2023			—		—		—		—		—		—		3,079		—		—		199,951
	Performance-Vesting    Restricted Stock Units(3)	5/11/2023			—		—		—		878		3,513		5,269		—		—		—		—
	Performance-Vesting    Restricted Stock Units(3)	5/11/2023			—		—		—		1,408		5,632		8,448		—		—		—		—
	Annual Equity Incentive(4)	8/10/2023			—		—		—		526		2,228		2,785		—		—		—		113,984
	Stock Options(5)	3/2/2023			—		—		—		—		—		—		—		3,079		64.94		122,852
	Stock Options(5)	5/11/2023			—		—		—		—		—		—		—		1,877		56.92		64,287
Michelle (Chelle) Adams
	Performance-Vesting    Restricted Stock Units(3)	5/11/2023			—		—		—		2,635		10,541		15,811		—		—		—		—
	Stock Options(5)	5/11/2023			—		—		—		—		—		—		—		3,513		56.92		120,320
James (Jim) Hughes
	Annual Cash Incentive		—		33,625		90,000		105,000		—		—		—		—		—		—		—
	Time-Vesting    Restricted Stock Units(6)	3/2/2023			—		—		—		—		—		—		9,239		—		—		599,980
	Performance-Vesting    Restricted Stock Units(3)	5/11/2023			—		—		—		823		3,294		4,941		—		—		—		—
	Annual Equity Incentive(4)	8/10/2023			—		—		—		657		1,954		2,442		—		—		—		99,967
	Stock Options(5)	5/11/2023			—		—		—		—		—		—		—		1,098		56.92		37,607
Kyle R. Miller
	Annual Cash Incentive		—		36,100		80,000		105,000		—		—		—		—		—		—		—
	Time-Vesting    Restricted Stock Units(6)	3/2/2023			—		—		—		—		—		—		6,159		—		—		399,965
	Performance-Vesting    Restricted Stock Units(3)	5/11/2023			—		—		—		878		3,513		5,269		—		—		—		—
	Performance-Vesting    Restricted Stock Units(3)	5/11/2023			—		—		—		1,235		4,941		7,411		—		—		—		—
	Annual Equity Incentive(4)	8/10/2023			—		—		—		705		1,954		2,442		—		—		—		99,967
	Stock Options(5)	3/2/2023																	3,079		64.94		122,852
	Stock Options(5)	5/11/2023			—		—		—		—		—		—		—		1,647		56.92		56,410
Byron Surrett
	Annual Cash Incentive		—		36,100		80,000		105,000		—		—		—		—		—		—		—
	Time-Vesting    Restricted Stock Units(6)	3/2/2023			—		—		—		—		—		—		6,159		—		—		399,965
	Performance-Vesting    Restricted Stock Units(3)	5/11/2023			—		—		—		878		3,513		5,269		—		—		—		—
	Performance-Vesting    Restricted Stock Units(3)	5/11/2023			—		—		—		1,235		4,941		7,411		—		—		—		—
	Annual Equity Incentive(4)	8/10/2023			—		—		—		705		1,954		2,442		—		—		—		99,967
	Stock Options(5)	3/2/2023			—		—		—										3,079		64.94		122,852
	Stock Options(5)	5/11/2023			—		—		—		—		—		—		—		1,647		56.92		56,410

(1)Reflects possible cash payouts under the non-discretionary portion of our 2023 Annual Bonus Plan. Maximum achievement assumed at 125%. See “Compensation Discussion and Analysis—Calculation of 2023 Annual Bonus Awards as a Percent of Target” for a discussion of threshold, target and maximum cash incentive compensation payouts.

(2)Reflects grant date fair value of the restricted stock unit and option awards, calculated in accordance with ASC Topic 718 and utilizing the assumptions discussed in Note 17 to our consolidated financial statements for the year ended December 31, 2023. For awards that are subject to performance conditions, these amounts reflect the probable outcome of the performance conditions as of the grant date, which is below threshold for the 2023 Long-Term Incentive Plan, and target for the 2023 Annual Bonus Plan.

(3)Amounts shown reflect possible payouts relating to the three-year performance period for performance-vesting restricted stock granted under our 2023 Long-term Incentive Plan. See “Compensation Discussion and Analysis—2023 Long-Term Incentive Awards” for further discussion.

(4)Amounts shown reflect possible equity payouts under our 2023 Annual Bonus Plan. Maximum achievement assumed at 125%.

(5)Amounts shown reflect grants of stock options in 2023.

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(6)Amounts shown reflect grants of time-vesting restricted stock unit awards in 2023, see “Compensation Discussion and Analysis—Special Awards” for grants to Messrs. Forrester, Hughes, Miller and Surrett.

Outstanding Equity Awards at 2023 Fiscal-Year End

The following table provides information regarding outstanding equity awards made to our named executive officers as of December 31, 2023.

	Option Awards							Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable (1)		Number of Securities Underlying Unexercised Unearned Options (#) (2)		Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units That Have Not Vested (#) (3)		Market Value of Shares or Units That Have Not Vested ($) (4)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (5)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (4)
Marc G. Swanson		6,306		9,460		50.74	3/14/2031
		2,318		4,636		64.71	3/15/2032
		—		7,905		56.92	5/11/2033
									38,968		2,058,679		11,144		588,738
James (Jim) W. Forrester Jr.		895		-		25.70	3/14/2029
		120		182		50.74	3/14/2031
		39		79		64.71	3/15/2032
		94		188		54.67	8/8/2032
		—		3,079		64.94	3/2/2033
		—		1,877		56.92	5/11/2033
									6,653		351,478		2,585		136,566
James (Jim) Hughes		311		623		53.49	8/29/2032
		125		252		55.25	11/11/2032
		—		1,098		56.92	5/11/2033
									9,862		521,009		1,338		70,687
Kyle R. Miller		692		1,042		50.74	3/14/2031
		226		453		64.71	3/15/2032
		—		3,079		64.94	3/2/2033
		—		1,647		56.92	5/11/2033
									25,856		1,365,972		2,622		138,520
Byron Surrett		1,069		—		18.17	3/1/2026
		972		—		25.70	3/14/2029
		962		—		25.70	3/14/2029
		1,837		—		27.21	2/28/2030
		630		946		50.74	3/14/2031
		206		412		64.71	3/15/2032
		—		3,079		64.94	3/2/2033
		—		1,647		56.92	5/11/2033
									18,046		953,370		2,576		136,090

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(1)Reflects time-vesting nonqualified stock options that vested and were exercisable as of December 31, 2023.

(2)Reflects time-vesting nonqualified stock options that had not vested as of December 31, 2023. The following provides information with respect to the remaining vesting schedule of the time-vesting nonqualified stock options that had not vested as of December 31, 2023:

Mr. Swanson—of these outstanding nonqualified stock options: (i) 9,460 with an exercise price of $50.74 vested on March 14, 2024; (ii) 2,318 with an exercise price of $64.71 vested on March 15, 2024 and 2,318 vest on March 15, 2025; and (iii) 7,905 with an exercise price of $56.92 vest in equal installments on May 11, 2024, 2025, and 2026.

Mr. Forrester—of these outstanding nonqualified stock options: (i) 769 with an exercise price of $64.94 vested on March 2, 2024 and the remaining 2,310 vest in equal installments on March 2, 2025, 2026, and 2027; (ii) 182 with an exercise price of $50.74 vested on March 14, 2024; (iii) 39 with an exercise price of $64.71 vested on March 15, 2024 and 40 vest on March 15, 2025; (iv) 625 with an exercise price of $56.92 vest on May 11, 2024, 626 vest on May 11, 2025, and 626 vest on May 11, 2026; and (v) 188 with an exercise price of $54.67 vest in equal installments on August 8, 2024 and 2025.

Mr. Hughes—All remaining options that had not vested as of April 22, 2024 forfeited on such date in connection with Mr. Hughes' departure from the Company.

Mr. Miller—of these outstanding nonqualified stock options: (i) 769 with an exercise price of $64.94 vested on March 2, 2024 and the remaining 2,310 vest in equal installments on March 2, 2025, 2026, and 2027; (ii) 1,042 with an exercise price of $50.74 vested on March 14, 2024; (iii) 226 with an exercise price of $64.71 vested on March 15, 2024 and 227 vest on March 15, 2025; and (iv) 1,647 with an exercise price of $56.92 vest in equal installments on May 11, 2024, 2025, and 2026.

Mr. Surrett—of these outstanding nonqualified stock options: (i) 769 with an exercise price of $64.94 vested on March 2, 2024 and the remaining 2,310 vest in equal installments on March 2, 2025, 2026, and 2027; (ii) 946 with an exercise price of $50.74 vested on March 14, 2024; (iii) 206 with an exercise price of $64.71 vested on March 15, 2024 and 206 vest on March 15, 2025; and (iv) 1,647 with an exercise price of $56.92 vest in equal installments on May 11, 2024, 2025, and 2026.

(3)Reflects time-vesting shares or units of restricted stock that had not vested as of December 31, 2023 and performance-vesting units of restricted stock where performance conditions have been satisfied but units have not vested as of December 31, 2023 due to service conditions. In particular, includes performance-vesting units of restricted stock under the 2019 Long-Term Incentive Plan and 2021 Long-Term Incentive Plan that relate to the 2023 performance period and performance-vesting units of restricted stock under the Company’s 2023 annual bonus plan. The following provides information with respect to the remaining vesting schedule of the shares or units of restricted stock that had not vested as of December 31, 2023:

Mr. Swanson—of these outstanding restricted awards: (i) 22,982 are performance-vesting units of restricted stock pertaining to the 2019 Long-Term Incentive Plan which vested on March 8, 2024 based on the Company’s performance in 2023; (ii) 11,174 are performance-vesting units of restricted stock pertaining to the 2021 Long-Term Incentive Plan which vested on March 8, 2024 based on the Company’s performance in 2023; (iii) 793 are performance-vesting units of restricted stock pertaining to the 2023 annual bonus plan which vested on April 23, 2024; and (iv) 4,019 are time-vesting units of restricted stock that will vest on May 10, 2024.

Mr. Forrester—of these outstanding restricted awards: (i) 1,343 are performance-vesting units of restricted stock pertaining to the 2019 Long-Term Incentive Plan which vested on March 8, 2024 based on the Company’s performance in 2023; (ii) 214 are performance-vesting units of restricted stock pertaining to the 2021 Long-Term Incentive Plan which vested on March 8, 2024 based on the Company’s performance in 2023; (iii) 435 are performance-vesting units of restricted stock pertaining to the 2023 annual bonus plan which vested on April 23, 2024; (iv) 3,079 are time-vesting units of restricted stock of which 769 vested on March 2, 2024, and the remaining will vest in equal installments on March 2, 2025, 2026, and 2027; (v) 266 are time-vesting units of restricted stock of which 133 vested on March 2, 2024, and the remaining will vest on March 2, 2025; (vi) 240 are time-vesting units of restricted stock which vested on March 15, 2024; and (vii) 1,076 are time-vesting units of restricted stock of which 269 will vest on May 9, 2024, 269 will vest on May 9, 2025, and the remaining will vest on May 9, 2026.

Mr. Hughes—of these outstanding restricted awards 2,309 are time-vesting units of restricted stock which vested on March 2, 2024. All remaining restricted awards that had not vested as of April 22, 2024 forfeited on such date in connection with Mr. Hughes' departure from the Company.

Mr. Miller—of these outstanding restricted awards: (i) 13,356 are performance-vesting units of restricted stock pertaining to the 2019 Long-Term Incentive Plan which vested on March 8, 2024 based on the Company’s performance in 2023; (ii) 1,228 are performance-vesting units of restricted stock pertaining to the 2021 Long-Term Incentive Plan which vested on March 8, 2024 based on the Company’s performance in 2023; (iii) 235 are performance-vesting units of restricted stock pertaining to the 2023 annual bonus plan which vested on April 23, 2024; (iv) 6,159 are time-vesting units of restricted stock of which 1,539 vested on March 2, 2024, and the remaining will vest in equal installments on March 2, 2025, 2026, and 2027; (v) 4,304 are time-vesting units of restricted stock of which 1,076 will vest on May 9, 2024, 1,076 will vest on May 9, 2025, and the remaining will vest on May 9, 2026; and (vi) 574 are time-vesting units of restricted stock that will vest on May 10, 2024.

Mr. Surrett—of these outstanding restricted awards: (i) 5,657 are performance-vesting units of restricted stock pertaining to the 2019 Long-Term Incentive Plan which vested on March 8, 2024 based on the Company’s performance in 2023; (ii) 1,117 are performance-vesting units of restricted stock pertaining to the 2021 Long-Term Incentive Plan which vested on March 8, 2024 based on the Company’s performance in 2023; (iii) 235 are performance-vesting units of restricted stock pertaining to the 2023 annual bonus plan which vested on April 23, 2024; (iv) 6,159 are time-vesting units of restricted stock of which 1,539 vested on March 2, 2024, and the remaining will vest in equal installments on March 2, 2025, 2026, and 2027; (v) 4,304 are time-vesting units of restricted stock of which 1,076 will vest on May 9, 2024, 1,076 will vest on

42

May 9, 2025, and the remaining will vest on May 9, 2026; and (vi) 574 are time-vesting units of restricted stock that will vest on May 10, 2024.

(4)Market value is based upon the closing market price of our common stock on December 29, 2023.

(5)Reflects performance-vesting shares of restricted stock under the 2023 Long-Term Incentive Plan and 2022 Long-Term Incentive Plan that have not been earned as of December 31, 2023.

The performance-vesting units of restricted stock granted to Messrs. Swanson, Forrester, Hughes, Miller and Surrett under the 2023 Long-Term Incentive Plan will vest, if at all, based on the Company’s achievement of growth metrics in Adjusted EBITDA and other growth related metrics for the performance period beginning on January 1, 2023 and ending on December 31, 2025. As of December 31, 2023, the achievement level with respect to these metrics was below threshold, accordingly, the number and value of the units of performance-vesting restricted stock that are expected to vest reported in the table reflect amounts based on threshold performance. The actual number of units that will vest with respect to the performance-vesting units of restricted stock granted to Messrs. Swanson, Forrester, Hughes, Miller and Surrett under the 2023 Long-Term Incentive Plan is not determinable.

The performance-vesting units of restricted stock granted to Messrs. Swanson, Forrester, Hughes, Miller and Surrett under the 2022 Long-Term Incentive Plan will vest, if at all, based on the Company’s achievement of growth metrics in Adjusted EBITDA and other growth related metrics for the performance period beginning on January 1, 2022 and ending on December 31, 2024. As of December 31, 2023, the achievement level with respect to these metrics was below threshold, accordingly, the number and value of the units of performance-vesting restricted stock that are expected to vest reported in the table reflect amounts based on threshold performance. The actual number of units that will vest with respect to the performance-vesting units of restricted stock granted to Messrs. Swanson, Forrester, Hughes, Miller and Surrett under the 2022 Long-Term Incentive Plan is not determinable.

The following table provides information regarding the number of shares or units at threshold under the 2023 Long-Term Incentive Plan and the 2022 Long-Term Incentive Plan outstanding as of December 31, 2023:

	2022 Long-Term Incentive Plan				2023 Long-Term Incentive Plan
Name	Number of Shares or Units That Have Not Vested (#)		Market Value of Shares or Units That Have Not Vested ($)		Number of Shares or Units That Have Not Vested (#)		Market Value of Shares or Units That Have Not Vested ($)
Marc G. Swanson		5,215		275,508		5,929		313,230
James (Jim) W. Forrester Jr.		299		15,796		2,286		120,770
James (Jim) Hughes(1)		515		27,207		823		43,480
Kyle R. Miller		509		26,890		2,113		111,630
Byron Surrett		463		24,460		2,113		111,630

(1)The awards for Mr. Hughes were forfeited in connection with his departure on April 22, 2024.

Option Exercises and Stock Vested in 2023

The following table provides information regarding the values realized by our named executive officers upon the vesting of stock awards in 2023.

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($) (1)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($) (2)
Marc G. Swanson		—		—		23,293		1,494,486
James (Jim) W. Forrester Jr.		—		—		1,351		84,897
Michelle (Chelle) Adams		12,115		68,569		12,553		738,476
James (Jim) Hughes		—		—		455		24,607
Kyle R. Miller		12,568		422,553		10,003		638,649
Byron Surrett		—		—		5,154		325,511

(1)The value realized on exercise is based on the market price of our common stock at the time of exercise.

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(2)The value realized on vesting is based on the closing market price of our common stock on the applicable vesting date (or the previous trading day if the vesting date was not a trading day).

Pension Benefits

We have no pension benefits for the executive officers.

Nonqualified Deferred Compensation for 2023

We have no nonqualified defined contribution or other nonqualified deferred compensation plans for executive officers.

Potential Payments upon Termination

The following table describes the potential payments and benefits that would have been payable to our named executive officers under existing plans assuming a termination of their employment for reasons other than willful misconduct on December 29, 2023, which was the last business day of fiscal 2023.

The amounts shown in the table do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the named executive officers. These include accrued but unpaid salary, accrued but unpaid vacation and distributions of plan balances under our 401(k) savings plan.

Name	Cash Severance Payment ($) (1)		Continuation of Group Health Plans ($) (2)		Value of Accelerated Vesting of Equity Awards ($) (3)		Total ($)
Marc G. Swanson
Voluntary resignation		—		—		—		—
Termination under Severance Plan(4)		940,601		25,000		—		965,601
Termination due to death or "disability"		40,601		—		1,961,821		2,002,422
Change in Control (double trigger)(5)		940,601		25,000		2,078,451		3,044,052
Change in Control (good reason)(6)		—		—		2,036,557		2,036,557
James (Jim) W. Forrester Jr.
Voluntary resignation		—		—		—		—
Termination under Severance Plan(4)		307,264		15,000		—		322,264
Termination due to death or "disability"		22,264		—		142,365		164,629
Change in Control (double trigger)(5)		307,264		15,000		351,858		674,122
Change in Control (good reason)(6)		—		—		328,877		328,877
James (Jim) Hughes
Voluntary resignation		—		—		—		—
Termination under Severance Plan(4)		375,000		20,000		—		395,000
Termination due to death or "disability"		—		—		107,229		107,229
Change in Control (double trigger)(5)		375,000		20,000		521,228		916,228
Change in Control (good reason)(6)		—		—		521,228		521,228
Kyle R. Miller
Voluntary resignation		—		—		—		—
Termination under Severance Plan(4)		262,030		15,000		—		277,030
Termination due to death or "disability"		12,030		—		898,158		910,188
Change in Control (double trigger)(5)		262,030		15,000		1,368,150		1,645,180
Change in Control (good reason)(6)		—		—		1,355,735		1,355,735
Byron Surrett
Voluntary resignation		—		—		—		—
Termination under Severance Plan(4)		262,030		15,000		—		277,030
Termination due to death or "disability"		12,030		—		485,395		497,425
Change in Control (double trigger)(5)		262,030		15,000		955,347		1,232,377
Change in Control (good reason)(6)		—		—		942,932		942,932

(1)Cash severance includes amounts payable to executive with respect to salary and bonus. See “Severance Arrangements and Restrictive Covenants” below for information about how these amounts are calculated.

(2)Reflects a lump sum cash payment intended to be used to defray the employee’s post-termination health insurance expenses.

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(3)Upon a termination of employment without cause (other than due to death or disability) or, by some executives to the extent they are entitled to terminate employment for “good reason”, for good reason, in each case, within 12 months following a change in control, our named executive officers’ unvested options and time-vesting units or shares of restricted stock generally immediately vest.

Upon a termination of executive’s employment due to death or disability, the number of performance-vesting units granted under the 2019 Long-Term Incentive Plan and 2021 Long-Term Incentive Plan earned immediately vest.

Upon a termination of employment due to death or “disability,” a pro rata portion of the next installment of unvested options and time-vesting units or shares immediately vest.

See “Treatment of Long-Term Incentive and Equity Awards Upon a Termination or Change of Control.

The amounts reported in this column represent the value of unvested restricted units or shares based on the closing market price of our stock on December 29, 2023. The value of unvested stock options is calculated as the difference between the close price on December 29, 2023 and the stock option exercise price, unless the stock option exercise price is higher than the close price, in which case these stock options were not assigned a value. Amounts reported in this column with respect to the 2019 and 2021 performance-vesting unit awards earned as of December 31, 2023. Includes terminations relating to (1) job elimination resulting from a business reorganization, reduction in force, facility closure, or business consolidation, (2) job elimination resulting from a sale or merger; or (3) a lack of available position following a return from a certified medical leave of absence or work-related injury or illness.

(4)Includes terminations relating to (1) job elimination resulting from a business reorganization, reduction in force, facility closure, or business consolidation, (2) job elimination resulting from a sale or merger; or (3) a lack of available position following a return from a certified medical leave of absence or work-related injury or illness.

(5)For purposes of this table, Change in Control (double trigger) assumes that both a termination of employment without cause and a change in control occur on December 31, 2023.

(6)For purposes of this table, Change in Control (good reason) assumes that both a termination by the executive for “good reason” and a change in control occur on December 31, 2023.

Severance Arrangements and Restrictive Covenants

None of our named executive officers have employment agreements. However, we have adopted the Key Employee Severance Plan (the “Severance Plan”) for the benefit of certain key employees. Each of the named executive officers employed at year-end was eligible for severance pay and benefits under the Severance Plan. All severance pay and benefits under the Severance Plan must be approved by the Chief Human Resources Officer and the Chairman of the Compensation Committee.

Messrs. Swanson, Forrester, Hughes, Miller and Surrett.

Pursuant to the Severance Plan, if the employment of Messrs. Swanson, Forrester, Hughes, Miller and Surrett terminates as a result of (1) job elimination resulting from a business reorganization, reduction in force, facility closure, or business consolidation; (2) job elimination resulting from a sale or merger; or (3) lack of an available position following a return from a certified medical leave of absence or work related injury or illness, in each case subject to the approval of the Chief Human Resources Officer and the Chairman of our Compensation Committee, Messrs. Swanson, Forrester, Hughes, Miller and Surrett will be entitled to receive:

•Severance pay equal to 24 months of annual base salary for Mr. Swanson, 18 months of annual base salary for Mr. Hughes, and 12 months of annual base salary for Messrs. Forrester, Miller and Surrett, payable in substantially equal, bi-monthly installments made in accordance with the Company’s standard payroll schedule;

•the pro-rata portion (pro-rated through the date of termination) of the annual cash bonus he or she would have otherwise been entitled to receive based on actual performance had he or she remained employed through the payment date (not to exceed his or her annual target bonus amount); and

•a lump sum cash payment equal to $25,000 for Mr. Swanson, $20,000 for Mr. Hughes, and $15,000 for Messrs. Forrester, Miller and Surrett, which is intended to defray post-termination health insurance expenses.

In order to be eligible for the Severance Plan benefits, an eligible key employee must sign and return a release and waiver of claims that will include but is not limited to (1) a one-year non-compete covenant; (2) a two-year non-solicitation covenant; (3) a non-disparagement covenant; (4) confidentiality clauses prohibiting the disclosure of confidential information and the existence of the separation agreement and release and waiver of claims; (5) an agreement to cooperate in any current or future legal matters relating to activities or matters occurring during such employee’s term of employment; and (6) the release of any and all claims that such employee may have against us.

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No benefits are payable under the Severance Plan if (1) the eligible key employee fails or refuses to return the separation agreement and release and waiver of claims; (2) the eligible employee voluntarily terminates his or her employment for any reason; (3) the eligible employee terminates as a result of (or grounds for termination existed at the time of termination by reason of the following) (i) misconduct; or (ii) violation of Company rules, policies or practices; or (iii) poor performance; or (4) death, disability or failure to return after an approved leave of absence.

Treatment of Long-Term Incentive and Equity Awards upon Termination or Change in Control

Except as otherwise noted above in “Potential Payments Upon Termination—Severance Agreements and Restrictive Covenants”, in connection with a termination of employment or change in control (as defined in the applicable award agreement), long-term incentive and equity awards are generally subject to the following treatment:

Stock options and time-vesting awards. With respect to stock option and time-vesting share or unit awards granted prior to calendar year 2019, to the extent unvested, upon a termination of an executive’s employment by the Company without cause or a termination due to the executive’s death or disability, in each case within 12 months following a change in control, all unvested stock option and time-vesting share or unit awards will immediately vest and become exercisable. In addition, generally, upon a termination due to the executive’s death or disability, other than within 12 months following a change in control, or “qualified retirement” (as defined in the applicable award agreement), a pro-rata portion of the next installment of such awards will immediately vest. If the executive’s employment terminates for any other reason other than as described above, all unvested stock options and time-vesting shares will immediately be forfeited.

With respect to stock options and time-vesting units granted in calendar year 2019 and later, upon a termination of an executive’s employment by the Company without cause (other than due to death or disability) or, by certain executives, for good reason, in each case, within 12 months following a change in control, all unvested stock options/time-vesting units will immediately vest and become exercisable. In addition, with respect to certain executives, all unvested stock-options will vest and become exercisable, subject to continued employment, on the 12-month anniversary of a change of control. Generally upon a termination due to the executive’s death or disability, a pro-rata portion of the next installment of such stock options and time-vesting units will immediately vest. If the executive’s employment terminates for any other reason other than as described above, all unvested stock options and time-vesting units will be forfeited.

Performance-vesting shares/units. Upon a change in control during the performance period, the number of performance-vesting units that would have been earned at the end of the fiscal year in which a change in control occurs as determined in good faith based on anticipated performance (the “specified number”), are eligible to vest on the first anniversary of such change in control, subject to continued employment. Any remaining performance-vesting units will remain outstanding and eligible to vest in accordance with the original terms, subject to adjustments. In addition, upon a termination of an executive’s employment by the Company without cause (other than due to death or disability) or, by certain executives, for good reason, in each case, within 12 months following a change in control, the specified number of performance-vesting units will vest and all other performance-vesting units will be forfeited. Upon a termination of executive’s employment due to death or disability prior to the end of the performance period, a pro-rata portion of the performance-vesting units will be eligible to vest based on actual performance. Any performance-vesting units that do not vest in accordance with the above shall immediately be forfeited. If the executive’s employment terminates for any reason other than as described above, all unvested performance-vesting units will be forfeited.

CEO Pay Ratio

Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are required to determine and disclose the pay ratio of our Chief Executive Officer to that of our median employee.

As allowed under the rules, for 2023, we used the same median employee that was identified in 2022 since there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact our pay ratio disclosure. For 2022, we identified the median employee by examining the 2022 total taxable cash wages for all of our employees, excluding our CEO, who were employed by us on November 22, 2022. We included all employees, whether employed on a full-time, part-time or seasonal basis. 2022 taxable cash wages, which information we obtained from our internal payroll records, included 2022 base salary or hourly wages, including overtime, paid through November 22, 2022 and actual annual bonus paid in 2022 for 2021 performance (if any). For our permanent full-time and part-time employees, base wages were annualized for those employees who joined the Company in 2022. No normalization adjustments were made for our seasonal part-time employees. On December 21, 2023, we determined the median employee identified in 2022 was still active and the compensation paid in 2023 versus 2022 was largely unchanged. We believe this consistently applied compensation measure reasonably reflects annual compensation across our employee base.

We calculated annual total compensation for the median employee identified in 2023 for the full 2023 fiscal year using the same methodology we use for our named executive officers as set forth in the 2023 Summary Compensation Table elsewhere in this Proxy Statement. We believe the pay ratio disclosed herein is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

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Based on the above, our Chief Executive Officer to median employee pay ratio is 64.3 to 1.

•the median employee had 2023 annual total compensation of $17,206; and

•the annual total compensation of our Chief Executive Officer, as reported in the 2023 Summary Compensation Table, was $1,106,531.

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of our company for the last four fiscal years ended December 31, 2023, 2022, 2021 and 2020.

															Value of Initial $100 Investment
Year	SCT Compensation for PEO		CAP Compensation for PEO		SCT Compensation for Sergio (Serge) Rivera		CAP Compensation for Sergio (Serge) Rivera			Average SCT Compensation for Other NEOs		Average CAP Compensation for Other NEOs			Company TSR		S&P Midcap 400		Net Income			Adjusted EBITDA
(a)	(b)		(c)							(d)		(e)			(f)		(g)		(h)			(i)
2023	$	1,106,531	$	1,084,459	$	—	$	—		$	813,230	$	(127,539	)	$	166.62	$	143.55	$	234.2		$	713.5
2022	$	1,137,020	$	511,807	$	—	$	—		$	2,336,474	$	1,947,828		$	168.73	$	123.29	$	291.2		$	728.2
2021	$	2,009,400	$	11,274,977	$	—	$	—		$	932,443	$	7,581,878		$	204.54	$	141.81	$	256.5		$	662.0
2020	$	1,993,055	$	3,145,415	$	208,248	$	(3,019,853	)	$	1,526,400	$	2,249,471		$	99.62	$	113.66	$	(312.3	)	$	(73.2	)

Column (a): Reflects related amounts for the respective years shown.

Column (b): For fiscal years 2023, 2022, 2021 and 2020 reflects compensation amounts reported in the “Summary Compensation Table” ("SCT") for our CEO, Marc G. Swanson, (our principal executive officer ("PEO")), for the respective years shown. As previously disclosed, Sergio (Serge) Rivera served as our CEO from January 1, 2020 until his resignation on April 4, 2020, at which time Marc G. Swanson was appointed CEO.

Column (c): “Compensation actually paid” ("CAP") to our CEO in each of 2023, 2022, 2021 and 2020, and for our former CEO in 2020, reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules and calculation methodology. The dollar amounts reflected in column (c) of the table above do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year. We offer no pension benefits for executive officers so no adjustment for pension benefits is included in the table below. Additionally, the value of dividends, if any, or other earnings paid on stock and option awards are not included as such amounts are reflected in the fair value of awards and are only paid upon vesting. For information regarding the decisions made by our Compensation Committee regarding the CEO’s compensation for each fiscal year, please see the Compensation Discussion & Analysis sections of the proxy statements reporting pay for the fiscal years covered in these tables.

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	Marc G. Swanson												Sergio (Serge) Rivera
	2023			2022			2021			2020			2020
SCT Total Compensation	$	1,106,531		$	1,137,020		$	2,009,400		$	1,993,055		$	208,248
LESS Stock and Option Award Values Reported in SCT for Covered Year		(608,197	)		(598,889	)		(1,212,203	)		(1,626,631	)		(51,236	)
PLUS Year End Fair Value of Unvested Stock and Option Awards Granted in the Covered Year		583,577			257,738			2,611,426			4,478,925			—
Year over Year CHANGE in Fair Value of Outstanding and Unvested Stock and Option Awards		(258,024	)		(865,018	)		6,104,682			26,687			—
PLUS Fair Value as of the Vesting Date of Stock and Option Awards Granted and Vested in the Covered Year		—			—			—			43,568			—
CHANGE in Fair Value of Stock and Option Awards granted in Prior Years that Vested in Covered Year		260,572			580,956			1,761,672			(249,001	)		(3,079	)
LESS Fair Value at the End of the Prior Year of Stock and Equity Awards that Failed to Meet Vesting Conditions in the Covered Year		—			—			—			(1,521,188	)		(3,173,786	)
"Compensation Actually Paid"	$	1,084,459		$	511,807		$	11,274,977		$	3,145,415		$	(3,019,853	)

Column (d): For fiscal years 2023, 2022, 2021 and 2020, non-CEO named executive officers were as follows and are included in the average figures shown:

•2023: James (Jim) W. Forrester Jr., Michelle (Chelle) Adams, James (Jim) Hughes, Kyle R. Miller and Byron Surrett.

•2022: Michelle (Chelle) Adams, Elizabeth C. Gulacsy, Dr. Christopher (Chris) Dold, Christopher (Chris) Finazzo, Daniel (Dan) Mayer and G. Anthony (Tony) Taylor.

•2021 and 2020: Elizabeth C. Gulacsy, Dr. Christopher (Chris) Dold, Thomas (Tom) Iven, Sharon (Sherri) Nadeau and G. Anthony (Tony) Taylor.

•2020: Elizabeth C. Gulacsy, Walter Bogumil, Dr. Christopher (Chris) Dold, and G. Anthony (Tony) Taylor.

Column (e): Average CAP for our non-CEO named executive officers in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules and calculation methodology. The dollar amounts reflected in column (e) of the table above do not reflect the actual amount of compensation earned by or paid to our non-CEO named executive officers during the applicable year. We offer no pension benefits for executive officers so no adjustment for pension benefits is included in the table below. Additionally, the value of dividends, if any, or other earnings paid on stock and option awards are not included as such amounts are reflected in the fair value of awards and are only paid upon vesting. For information regarding the decisions made by our Compensation Committee regarding the non-CEO named executive officers’ compensation for each fiscal year, please see the Compensation Discussion & Analysis sections of the proxy statements reporting pay for the fiscal years covered in these tables.

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Average of NEOs (excluding CEO)	2023			2022			2021			2020
SCT Total Compensation	$	813,230		$	2,336,474		$	932,443		$	1,526,400
LESS Stock and Option Award Values Reported in SCT for Covered Year		(546,922	)		(1,985,378	)		(548,803	)		(1,240,117	)
PLUS Year End Fair Value of Unvested Stock and Option Awards Granted in the Covered Year		436,606			1,791,166			845,928			3,352,263
Year over Year CHANGE in Fair Value of Outstanding and Unvested Stock and Option Awards		10,278			(600,536	)		5,405,633			38,038
PLUS Fair Value as of the Vesting Date of Stock and Option Awards Granted and Vested in the Covered Year		—			—			—			29,631
CHANGE in Fair Value of Stock and Option Awards granted in Prior Years that Vested in Covered Year		(9,829	)		406,102			1,127,536			(353,093	)
LESS Fair Value at the End of the Prior Year of Stock and Equity Awards that Failed to Meet Vesting Conditions in the Covered Year		(830,902	)		—			(180,859	)		(1,103,651	)
"Compensation Actually Paid"	$	(127,539	)	$	1,947,828		$	7,581,878		$	2,249,471

Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, risk free rates) as of the measurement date. Adjustments have been made using the stock price as of year end and as of each date of vest. Performance-based PSU grant date fair values are calculated using the stock price as of the date of grant assuming probable performance at the time of the grant. Adjustments have been made using the stock price and performance accrual modification as of year-end and as of the date of vesting. Time-based RSU grant date fair values are calculated using the stock price as of the date of grant. Adjustments have been made using the stock price as of year-end and as of the date of vesting.

Column (f): For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of United Parks for the measurement periods ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively.

Column (g): For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of the S&P Midcap 400 Index, as used in our performance graph pursuant to Item 201(e) of Regulation S-K contained in our Annual Report on Form 10-K ("Peer Group TSR") for the measurement periods ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively.

Column (h): Reflects “Net Income” in our Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022, 2021 and 2020.

Column (i): Our Company-selected Measure is Adjusted EBITDA which is described below.

Relationship between Pay and Performance

Below are graphs showing the relationship of “compensation actually paid” to our Chief Executive Officer and other named executive officers in 2022, 2021 and 2020 to (i) TSR of both United Parks and the S&P Midcap 400 Index, (ii) United Parks’ net income and (iii) United Parks’ Adjusted EBITDA.

CAP, as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price achievement, varying levels of projected and actual achievement of performance goals and accounting assumptions. For a discussion of how our Compensation Committee assessed our performance and our named executive officers’ pay each year, see “Compensation Discussion and Analysis” in this proxy statement and in the proxy statements for 2022, 2021 and 2020.

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Listed below are the financial and non-financial performance measures which in our assessment represent the most important performance measures we use to link CAP to our named executive officers to company performance for 2023. For a discussion of how our Compensation Committee assessed our performance and our named executive officers’ pay each year, see “Compensation Discussion and Analysis” in this proxy statement and in the proxy statements for 2022, 2021 and 2020.

Performance Measure	Type of Measure	Description
Adjusted EBITDA	Financial	Adjusted EBITDA is a non-GAAP financial measure. We define Adjusted EBITDA as net income (loss) plus (i) income tax provision (benefit), (ii) loss on extinguishment of debt, (iii) interest expense, consent fees and similar financing costs, (iv) depreciation and amortization, (v) equity-based compensation expense, (vi) certain non-cash charges/credits including those related to asset disposals and self-insurance reserve adjustments, (vii) certain business optimization, development and strategic initiative costs, (viii) merger, acquisition, integration and certain investment costs, and (ix) other nonrecurring costs including incremental costs associated with the COVID-19 pandemic or similar unusual events.
Total Revenue	Financial	Our total revenue as reported for fiscal year 2020-2023.
Total Revenue per Capita	Financial	Total revenue per capita is defined as total revenue divided by attendance, both as reported for fiscal year 2020-2023.
Guest Satisfaction (GSAT)	Non-Financial	Our ongoing measurement of GSAT using a variety of in-park and online survey tools.

Director Compensation for Fiscal 2023

The following table summarizes all compensation for our non-employee directors for fiscal year 2023.

Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		Total ($)
Ronald Bension(3)		—		368,284		368,284
James Chambers(4)		—		398,449		398,449
William Gray(5)		—		439,651		439,651
Timothy J. Hartnett(6)		—		804,642		804,642
Yoshikazu Maruyama(7)		—		393,290		393,290
Thomas Moloney(8)		—		374,162		374,162
Neha Jogani Narang(9)		—		346,017		346,017
Scott Ross(10)		—		554,911		554,911
Kimberly Schaefer(11)		—		390,412		390,412

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(1)Once per calendar year, each Outside Director may timely elect to receive any or all cash compensation paid in DSUs or immediately vesting RSUs in lieu of cash. All directors elected to receive DSUs or RSUs in lieu of cash for 2023. The amount of DSUs or RSUs granted were calculated using the equivalent applicable quarterly payment amount divided by the grant date previous day closing price.

(2)Amounts included in this column reflect the aggregate grant date fair value of DSUs or RSUs granted during fiscal year 2023, calculated in accordance with ASC Topic 718. The assumptions used in the valuation are discussed in Note 17: “Equity-Based Compensation” to our Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023. As of December 31, 2023: each of Messrs. Bension, Chambers, Maruyama, Moloney, Hartnett and Mmes. Schaefer and Narang owned 3,383 unvested DSUs; and Messrs. Ross and Gray owned 3,383 unvested RSUs.

(3)In addition to an annual retainer of $100,000, Mr. Bension received (a) a fee of $15,000 for his service as a member of the Revenue Committee; (b) fees of $50,000 for his service on special committees. and (c) meeting fees of $2,000 as discussed under “Outside Director Compensation Policy- Cash Compensation.” The grant date fair value of the equity issued related to these 2023 quarterly retainer payments (as discussed in footnote (1)) was $188,303.

(4)In addition to an annual retainer of $100,000, Mr. Chambers received (a) a fee of $15,000 for his service as a member of the Compensation Committee; (b) a fee of $25,000 for his service as Chairperson of the Nominating and Corporate Governance Committee; (c) a fee of $15,000 for his services as a member of the Revenue Committee; (d) a fee of $20,000 for his service on special committees; and (e) meeting fees of $22,000 as discussed under “Outside Director Compensation Policy- Cash Compensation.” The grant date fair value of the equity issued related to these 2023 quarterly retainer payments (as discussed in footnote (1)) was $218,468.

(5)In addition to an annual retainer of $100,000, Mr. Gray received (a) a fee of $20,000 for his service as a member of the Audit Committee; (b) a fee of $15,000 for his services as a member of the Nominating and Corporate Governance Committee; (c) a fee of $15,000 for his services as a member of the Revenue Committee; (d) fees of $70,000 for his service on special committees; and (e) meeting fees of 18,000 as discussed under “Outside Director Compensation Policy- Cash Compensation.” The grant date fair value of the equity issued related to these 2023 quarterly retainer payments (as discussed in footnote (1)) was $259,670.

(6)In addition to an annual retainer of $200,000, Mr. Hartnett received (a) a fee of $20,000 for his service as a member of the Audit Committee; (b) fees of $110,000 for his service on special committees; (c) a one-time grant of $250,000 to recognize contributions as lead director; and (d) meeting fees of $22,000 as discussed under “Outside Director Compensation Policy- Cash Compensation.” The grant date fair value of the equity issued related to these 2023 quarterly retainer payments (as discussed in footnote (1)) was $624,661.

(7)In addition to an annual retainer of $100,000, Mr. Maruyama received (a) a fee of $25,000 for his service as Chairman of the Revenue Committee; (b) a fee of $15,000 for his service as a member of the Compensation Committee (c) a fee of $30,000 for his service on a special committee; and (d) meeting fees of $22,000 as discussed under “Outside Director Compensation Policy- Cash Compensation.” The grant date fair value of the equity issued related to these 2023 quarterly retainer payments (as discussed in footnote (1)) was $213,309.

(8)In addition to an annual retainer of $100,000, Mr. Moloney received (a) a fee of $30,000 for his service as Chairman of the Audit Committee; (b) a fee of $15,000 for his services as a member of the Compensation Committee; (c) a fee of $10,000 for his service on a special committee; and (d) meeting fees of $18,000 as discussed under “Outside Director Compensation Policy- Cash Compensation.” The grant date fair value of the equity issued related to these 2023 quarterly retainer payments (as discussed in footnote (1)) was $194,181.

(9)In addition to an annual retainer of $100,000, Ms. Narang received (a) a fee of $15,000 for her service on the Revenue Committee; and (b) a fee of $30,000 for her service on special committees. The grant date fair value of the equity issued related to these 2023 quarterly retainer payments (as discussed in footnote (1)) was $166,036.

(10)In addition to an annual retainer of $225,000 for his service as Chairman of the Board, Mr. Ross received (a) a fee of $15,000 for his service as a member of the Revenue Committee; (b) a fee of $15,000 for his service as a member of the Nominating and Corporate Governance Committee; (c) a fee of $25,000 for his service as Chairperson of the Compensation Committee; (d) fees of $50,000 for his service on special committees; and (e) meeting fees of $22,000 as discussed under “Outside Director Compensation Policy- Cash Compensation.” The grant date fair value of the equity issued related to these 2023 quarterly retainer payments (as discussed in footnote (1)) was $374,930.

(11)In addition to an annual retainer of $100,000, Ms. Schaefer received (a) a fee of $15,000 for her service on the Revenue Committee; (b) fees of $40,000 for her service on special committees; (c) a fee of $20,000 for her service as a member of the Audit Committee; and (d) meeting fees of $14,000 as discussed under “Outside Director Compensation Policy- Cash Compensation.” The grant date fair value of the equity issued related to these 2023 quarterly retainer payments (as discussed in footnote (1)) was $210,431.

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Outside Director Compensation Policy

Cash Compensation

Under the Outside Director Compensation Policy, each non-employee director was entitled to receive annual cash retainers, which were paid quarterly, for service in 2023 to the extent they served in the following positions. The Director Compensation Policy provides that any or all of the above referenced cash compensation may be paid in DSUs or immediately vesting RSUs if a timely election is made by the Outside Director. All directors elected to receive DSUs or RSUs in lieu of cash for 2023. The amount of DSUs or RSUs granted were calculated using the equivalent applicable quarterly payment amount divided by the closing price of a share of common stock of the Company on the date immediately prior to the date the cash payment would have otherwise been made.

Position	2023 Annual Cash Retainer
Chairperson of the Board of Directors	$	225,000
Member of the Board of Directors other than the Chairperson of the Board of Directors	$	100,000
Lead Director	$	100,000
Audit Committee Chairperson	$	30,000
Compensation Committee Chairperson	$	25,000
Nominating and Corporate Governance Committee Chairperson	$	25,000
Revenue Committee Chairperson	$	25,000
Special/Ad Hoc Committee Chairperson*	$	30,000
Audit Committee Member	$	20,000
Compensation Committee Member	$	15,000
Nominating and Corporate Governance Committee Member	$	15,000
Revenue Committee Member	$	15,000
Special/Ad Hoc Committee Member*	$	20,000

*May be such other amounts as may be determined by the Board of Directors upon establishment of the Special/Ad Hoc Committee

To recognize the significant contributions and time required of directors, the Outside Director Compensation Policy provides for a meeting fee of $2,000 per meeting for each Outside Director that attends more than 12 meetings in a calendar year. During 2023, the Board met 23 times in order to respond to macroeconomic factors.

Equity Compensation

The Outside Director Compensation Policy provides that equity awards to non-employee directors will take the form of DSUs or, if timely elected, RSUs payable in shares of our common stock upon settlement. Each DSU awarded to non-employee directors represents the right to receive one share of our common stock in the future. The DSUs will be paid out beginning (a) for awards granted before our annual meeting of stockholders in 2019, one year after the non-employee director leaves the Board, or, if earlier, upon the death of the director or (b) for awards granted on or after our annual meeting of stockholders in 2019, three months after the non-employee director leaves the Board, or six months after the non-employee director leaves the Board if such director is considered a specified employee under 409A of the Internal Revenue Code.

In 2023, non-employee directors were eligible to receive all types of equity awards (except incentive stock options) under our 2017 Omnibus Incentive Plan including discretionary awards not covered under the Outside Director Compensation Policy. The Outside Director Compensation Policy provided in 2023 that on the date of the annual meeting of stockholders, (i) each non-employee director would be granted an annual award of DSUs or if timely elected, RSUs under the 2017 Omnibus Incentive Plan having a Fair Market Value (as defined in the 2017 Omnibus Incentive Plan) equal to $200,000 and (ii) each new non-employee director to our Board of Directors, would be granted an initial award of DSUs or if timely elected, RSUs having a Fair Market Value equal to $200,000 prorated based upon their date of election.

In accordance with our Amended and Restated Outside Director Compensation Policy, each annual equity award granted to our non-employee directors will vest 100% on the day before the next annual meeting of stockholders of the Company occurring after the date of grant, subject to the non-employee director’s continued service through such date. Notwithstanding the vesting schedule described above, the vesting of all equity awards granted to a non-employee director in 2023 will vest in full upon a “change in control” (as defined in the 2017 Omnibus Incentive Plan).

Stock Ownership Guidelines

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In order to align directors and stockholder interests, the Company has adopted stock ownership guidelines for our directors. The Company’s stock ownership guidelines provide that each director is required to hold shares of common stock with a value at least equal to five times the director’s annual cash retainer. If a director is not in compliance with the stock ownership guidelines, the director is required to maintain ownership of at least 50% of the net after-tax shares acquired from the Company pursuant to any equity-based awards received from the Company, until such individual’s stock ownership requirement is met. This retention requirement only applies to net after-tax shares acquired from the Company after the date of initial adoption of the stock ownership guidelines in 2014. Because an individual covered by the stock ownership guidelines must retain a percentage of net after-tax shares acquired from Company equity-based awards until such individual satisfies the specified guideline level of ownership, there is no minimum time period required to achieve the specified guideline level of ownership. As of December 31, 2023, all outside directors were in compliance with the guidelines. The Company also has stock ownership guidelines applicable to executives. See “Executive Compensation ― Executive Compensation Governance Practices ― Stock Ownership Guidelines.”

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Ownership of Securities

The following table and accompanying footnotes set forth information regarding the beneficial ownership of our common stock as of April 15, 2024 by: (1) each person known to us to beneficially own more than 5% of our common stock, (2) each of the named executive officers, (3) each of our directors and (4) all of our directors and executive officers as a group.

The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

As of April 15, 2024, there were 63,222,811 shares of our common stock outstanding.

Name of beneficial owner	Amount and Nature of Beneficial Ownership		Percent of Common Stock Outstanding
Beneficial Owners of More than 5%
Hill Path Capital LP(1)		27,205,306		43.0	%
The Vanguard Group(2)		3,834,060		6.1	%
Directors and Named Executive Officers:
Marc G. Swanson(3)(5)(8)		192,992	*
James (Jim) W. Forrester Jr.(3)(4)(5)(8)		6,150	*
Michelle (Chelle) Adams		—	*
James (Jim) Hughes(3)(4)(5)		2,765	*
Kyle R. Miller(3)(4)(5)(8)		28,132	*
Byron Surrett(3)(4)(5)(8)		11,119	*
Ronald Bension(6)		19,053	*
James Chambers(6)		19,019	*
William Gray(6)(7)		38,402	*
Timothy Hartnett(6)		10,903	*
Nathaniel J. Lipman(6)		—	*
Yoshikazu Maruyama(6)		15,000	*
Thomas Moloney(6)(9)		34,753	*
Neha Jogani Narang(6)		5,374	*
Scott Ross(6)(7)		47,510	*
Kimberly Schaefer(6)		116	*
All current directors and executive officers as a    group (18 persons)(3)(4)(5)(6)(7)(8)(9)(10)		710,906		1.1	%

* Less than 1%.

(1)Information regarding Hill Path Capital LP (“Hill Path”) is based solely on a Schedule 13D filed by Hill Path with the SEC on February 29, 2024. Hill Path owns 27,205,306 shares of our common stock and certain affiliated entities as follows: 5,885,065 shares of our common stock held by Hill Path Capital Partners LP (“Hill Path Capital”); 176,201 shares of our common stock held by Hill Path Capital Co-Investment Partners LP (“Hill Path Co-Investment”); 1,334,162 shares of our common stock held by Hill Path Capital Partners-H LP (“Hill Path H”); 6,109,961 shares of our common stock held by Hill Path Capital Partners Co-Investment E LP (“Hill Path E”); 402,017 shares of our common stock held by Hill Path Capital Partners Co-Investment E2 LP (“Hill Path E2”); 83,900 shares of our common stock held by Hill Path Capital Partners Co-Investment S LP (“Hill Path S”); 10,518,006 shares of our common stock held by HEP Fund LP (“HEP Fund”); and 2,695,994 shares of our common stock held by HM Fund LP (“HM Fund”). Hill Path Capital Partners GP LLC (“Hill Path GP”) is the general partner of each of Hill Path Capital, Hill Path Co-Investment and Hill Path H. Hill Path Capital Partners E GP LLC (“Hill Path E GP”) is the general partner of each of Hill Path E and Hill Path E2. Hill Path Capital Partners S GP LLC (“Hill Path S GP”) is the general partner of Hill Path S. HE GP LLC (“HE GP”) is the general partner of HEP Fund. HM GP LLC (“HM GP”) is the general partner of HM Fund. Hill Path Investment Holdings LLC (“Hill Path Investment Holdings”) is the managing member of each of Hill Path GP, Hill Path E GP, Hill Path S GP, HE GP and HM GP. Hill Path is the investment manager of each of Hill Path Capital, Hill Path Co-Investment, Hill Path H, Hill Path E, Hill Path E2, Hill Path S, HEP Fund and HM Fund. Hill Path Holdings LLC (“Hill Path Holdings”) is the general partner of Hill Path. Scott Ross is the managing partner of each of Hill Path Investment Holdings, Hill Path and Hill Path Holdings.

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Amount reported in the table above excludes 47,510 shares of our common stock and 24,297 DSUs held directly by Mr. Ross.

Mr. Ross disclaims beneficial ownership of the shares beneficially owned by the Hill Path entities except to the extent of his pecuniary interest therein.

The address of the Hill Path entities and Mr. Ross is 150 East 58th Street, 33rd Floor, New York, New York 10155.

(2)Information regarding The Vanguard Group (“Vanguard Group”) is based solely on a Schedule 13G/A filed by Vanguard Group with the SEC on February 13, 2024. Vanguard Group reported shared voting power with respect to 71,271 shares, sole dispositive power with respect to 3,723,531 shares and shared dispositive power with respect to 110,529 shares. The address of Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(3)Does not include performance vesting restricted stock units held by officers and received as part of their equity compensation as follows: Mr. Swanson, 44,579 PSUs; Mr. Forrester, 10,347 PSUs; Mr. Hughes, 5,359 PSUs; Mr. Miller, 10,493 PSUs; Mr. Surrett, 10,308 PSUs; and other officers, 47,342 PSUs.

(4)Does not include time vesting restricted stock units held by officers and received as part of their equity compensation as follows: Mr. Forrester, 7,970 RSUs; Mr. Hughes, 8,182 RSUs; Mr. Miller, 12,568 RSUs; Mr. Surrett, 12,568 RSUs; and other officers, 117,551 RSUs.

(5)Includes shares of the Company’s common stock issuable upon the exercise of options exercisable on or within 60 days after April 15, 2024, as follows: Mr. Swanson, 23,037 shares; Mr. Forrester, 2,763 shares; Mr. Hughes, 802 shares; Mr. Miller, 3,504 shares; Mr. Surrett, 8,146 shares; and other officers, 67,772 shares.

(6)Does not include DSUs granted to directors for the equity portion of their annual or quarterly compensation as follows: Mr. Bension, 36,471 DSUs; Mr. Chambers, 20,527 DSUs; Mr. Gray, 16,261 DSUs; Mr. Hartnett, 34,899 DSUs; Mr. Lipman, 1,987 DSUs; Mr. Maruyama, 36,472 DSUs; Mr. Moloney, 35,973 DSUs; Ms. Narang, 27,554 DSUs; Mr. Ross, 24,297 DSUs; and Ms. Schaefer, 22,519 DSUs.

(7)Includes RSUs granted to directors which will convert to stock on or within 60 days after April 15 ,2024, as follows: Mr. Gray, 3,383 RSUs; and Mr. Ross, 3,383 RSUs.

(8)Includes RSUs granted to officers which will convert to stock on or within 60 days after April 15, 2024, as follows: Mr. Swanson, 4,019 shares; Mr. Forrester, 269 shares; Mr. Miller, 1,650 shares, Mr. Surrett, 1,650 shares; and other officers, 4,072 shares. Includes PSUs granted to officers which will convert to stock on or within 60 days after April 15, 2024, as follows: Mr. Swanson, 793 shares; Mr. Forrester, 435 shares; Mr. Miller, 235 shares, Mr. Surrett, 235 shares; and other officers, 994 shares.

(9)Consists of (i) 6,000 shares of common stock held jointly by Mr. Moloney and his spouse and (ii) 28,753 shares of common stock held individually by Mr. Moloney.

(10)Represents ownership by all current directors and executive officers.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires executive officers and directors, a company’s chief accounting officer and persons who beneficially own more than 10% of a company’s common stock, to file initial reports of ownership and reports of changes in ownership with the SEC and the NYSE. Executive officers, directors, the chief accounting officer and beneficial owners with more than 10% of our common stock are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

Based solely on our review of copies of such reports and written representations from our executive officers, and directors, we believe that our executive officers, directors and Hill Path complied with all Section 16(a) filing requirements during 2023 except that (i) a Form 4 filed on February 15, 2023 for one transaction for Mr. Miller which was due on February 10, 2023 and was delinquent due to a processing error, (ii) a Form 4 filed on March 6, 2023 for three transactions for each of Ms. Boyle, Dr. Dold, Mr. Finazzo, Mr. Forrester, Mr. Hughes, Mr. Miller, Mr. Surrett, Mr. Swanson and Mr. Taylor which were each due on March 2, 2023 and were delinquent due to a processing delay, and (iii) a Form 4 filed on April 2, 2024 for three transactions for Ms. Schaefer which were due on April 4, 2023, July 5, 2023, and October 3, 2023 respectively and were delinquent due to a calculation error.

Transactions with Related Persons

Our Board of Directors recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). Our Board of Directors has adopted a written policy on transactions with related persons that is in conformity with the requirements upon issuers having publicly-held common stock that is listed on the NYSE. Under this policy:

•any related person transaction, and any material amendment or modification to a related person transaction, must be reviewed and approved or ratified by a committee of the Board of Directors composed solely of independent directors who are disinterested or by the disinterested members of the Board of Directors; and

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•any employment relationship or transaction involving an executive officer and any related compensation must be approved by the Compensation Committee of the Board of Directors or recommended by the Compensation Committee to the Board of Directors for its approval.

In connection with the review and approval or ratification of a related person transaction:

•management must disclose to the committee or disinterested directors, as applicable, the name of the related person and the basis on which the person is a related person, the material terms of the related person transaction, including the approximate dollar value of the amount involved in the transaction, and all the material facts as to the related person’s direct or indirect interest in, or relationship to, the related person transaction;

•management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction complies with the terms of our agreements governing our material outstanding indebtedness that limit or restrict our ability to enter into a related person transaction;

•management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction will be required to be disclosed in our applicable filings under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, and related rules, and, to the extent required to be disclosed, management must ensure that the related person transaction is disclosed in accordance with such Acts and related rules; and

•management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction constitutes a “personal loan” for purposes of Section 402 of the Sarbanes-Oxley Act of 2002.

In addition, the related person transaction policy provides that the committee or disinterested directors, as applicable, in connection with any approval or ratification of a related person transaction involving a non-employee director or director nominee, should consider whether such transaction would compromise the director or director nominee’s status as an “independent,” “outside,” or “non-employee” director, as applicable, under the rules and regulations of the SEC, the NYSE and the Code of Business Conduct and Ethics.

Transactions with Certain Stockholders

In May 2019, Hill Path Capital LP (“Hill Path”) and certain of its affiliates purchased 13,214,000 shares of our common stock that had been pledged by a former significant stockholder and subsequently foreclosed on by such stockholder’s lenders (the “HP Purchase”).

Hill Path Stockholders Agreement

In connection with the HP Purchase, the Company entered into a stockholders agreement with Hill Path (the “Stockholders Agreement”). The Stockholders Agreement was amended on February 27, 2024, which amendment was approved by the Company’s stockholders on March 25, 2024 (the “Amendment”). Under the Stockholders Agreement, for so long as Hill Path owns at least 5% of the Company’s outstanding common stock, it will have the right to designate a number of individuals as directors (the “Hill Path Designees”) in proportion to its share ownership, provided that the maximum number of Hill Path Designees shall not exceed three. Scott Ross and James Chambers are each currently a Hill Path Designee.

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The Stockholders Agreement, as amended by the Amendment, generally requires Hill Path to vote all of its shares in excess of 24.9% solely in the same proportion as the votes of the Company’s outstanding voting shares not owned or controlled by Hill Path. The Stockholders Agreement requires Hill Path to not transfer any shares of the Company unless it is a “Permitted Transfer” as defined in the Stockholders Agreement. In addition, other than in an underwritten public offering or underwritten or registered block trade, or a Permitted Transfer, Hill Path is not permitted to transfer shares of the Company to certain restricted entities or, to the knowledge of Hill Path or its broker, a person or group who is a 25% stockholder or who would thereby become a 25% stockholder.

In addition, for so long as the Stockholders Agreement is in effect, the Stockholders Agreement prohibits Hill Path and its affiliates from, among other things, acquiring or proposing to acquire securities of the Company if, after giving effect to such acquisition, Hill Path and its affiliates would own an amount in excess of 34.9% of the Company’s outstanding shares of common stock (or 39.9% if permitted under the Company’s indebtedness). In addition, the Amendment provides that any material related party transaction with Hill Path or its affiliates will require approval of a special committee of directors independent of Hill Path and its affiliates.

In connection with any acquisition transaction involving more than 50% of the Company’s equity securities, assets, revenues or net income, Hill Path has agreed that the price per share received by Hill Path in connection with the acquisition transaction shall be identical to the price per share received by other stockholders. If the form of consideration per share received by Hill Path is not identical to the form of consideration per share received by other stockholders, the Hill Path Designees shall recuse themselves from the consideration, evaluation and other processes of the Board or any duly authorized committee thereof with respect to the acquisition transaction.

The Amendment provides that any take private transaction, sale or merger of the Company proposed by Hill Path or directors affiliated with Hill Path will require approval of both (i) a special committee of directors independent of Hill Path and its affiliates, and (ii) the Disinterested Stockholder Approval.

The Hill Path Stockholders Agreement will terminate when Hill Path and its affiliates, in the aggregate, hold less than 5% of the Company’s common stock. The Amendment provides that its terms will cease to have effect at any time if both the aggregate beneficial ownership and the aggregate economic ownership of Hill Path and its affiliates fall below their current levels. The Amendment will again become effective at any time thereafter if either the aggregate beneficial ownership or the aggregate economic ownership of Hill Path and its affiliates again equals or exceeds their current levels. The Amendment also provides that any waiver by the Company from or amendment to the Amendment will require approval of a majority of the directors that are independent of Hill Path and its affiliates.

Hill Path Registration Rights Agreements

In connection with the HP Purchase, the Company also entered into a registration rights agreement (the “Hill Path Registration Rights Agreement”) with Hill Path and certain of its affiliates. The Hill Path Registration Rights Agreement provides that, subject to the transfer restrictions set forth in the Hill Path Stockholders Agreement, Hill Path has customary “demand” and “piggyback” registration rights. The Hill Path Registration Rights Agreement also requires the Company to pay certain expenses relating to such registrations and to indemnify the registration rights holders against certain liabilities under the Securities Act.

Hill Path Undertaking Agreement

In connection with the HP Purchase, the Company also entered into an amended and restated undertaking agreement with Hill Path, Scott Ross and James Chambers (the “Hill Path Undertaking Agreement”). Pursuant to the Hill Path Undertaking Agreement, Scott Ross and James Chambers will, subject to and in accordance with the terms of the Hill Path Undertaking Agreement, be permitted to and may provide information to certain personnel of Hill Path and certain of Hill Path’s advisors. The undertakings of Hill Path, Scott Ross and James Chambers pursuant to the Hill Path Undertaking Agreement are effective for 12 months following the date on which there is no director serving on the Board who is designated by Hill Path.

Repurchase of Securities

As market conditions warrant, we and our major stockholders, including Hill Path and its affiliates, may from time to time, depending upon market conditions, seek to repurchase our debt securities or loans in privately negotiated or open market transactions, by tender offer or otherwise.

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STOCKHOLDER Proposals for the 2025 Annual Meeting

If any stockholder wishes to propose a matter for consideration at our 2025 Annual Meeting of Stockholders, the proposal should be mailed by certified mail return receipt requested, to our Corporate Secretary, United Parks & Resorts Inc., 6240 Sea Harbor Drive, Orlando, FL 32821. To be eligible under the SEC’s stockholder proposal rule (Rule 14a-8(e) of the Exchange Act) for inclusion in our 2025 Annual Meeting Proxy Statement and form of proxy, a proposal must be received by our Corporate Secretary on or before December 30, 2024. Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received.

In addition, our bylaws permit stockholders to nominate directors and present other business for consideration at our Annual Meeting of Stockholders. To make a director nomination or present other business for consideration at the Annual Meeting of Stockholders to be held in 2025, you must submit a timely notice in accordance with the procedures described in our bylaws. To be timely, a stockholder’s notice shall be delivered to the Corporate Secretary at the principal executive offices of our Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. Therefore, to be presented at our Annual Meeting to be held in 2025, such a proposal must be received on or after February 13, 2025, but not later than March 15, 2025. Any notice of director nomination must include the additional information required by Rule 14a-19(b) under the Exchange Act. In the event that the date of the Annual Meeting of Stockholders to be held in 2025 is advanced by more than 30 days, or delayed by more than 70 days, from the anniversary date of this year’s Annual Meeting of Stockholders, such notice by the stockholder must be so received no earlier than 120 days prior to the Annual Meeting of Stockholders to be held in 2025 and not later than the 90th day prior to such Annual Meeting of Stockholders to be held in 2025 or 10 calendar days following the day on which public announcement of the date of such Annual Meeting is first made. Any such proposal will be considered timely only if it is otherwise in compliance with the requirements set forth in our bylaws. The proxy solicited by the Board for the 2025 Annual Meeting of Stockholders will confer discretionary authority to vote as the proxy holders deem advisable on such stockholder proposals which are considered untimely.

Householding of Proxy Materials

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding”, provides cost savings for companies. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. You can also request prompt delivery of a copy of the proxy statement and annual report by contacting G. Anthony (Tony) Taylor, 6240 Sea Harbor Drive, Orlando, Florida 32821, (407) 226-5011.

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Other Business

The Board does not know of any other matters to be brought before the meeting. If other matters are presented, the proxy holders have discretionary authority to vote all proxies in accordance with their best judgment.

By Order of the Board of Directors,

 

G. Anthony (Tony) Taylor

Corporate Secretary

We make available, free of charge on our website, all of our filings that are made electronically with the SEC, including Forms 10-K, 10-Q and 8-K. To access these filings, go to our website (www.unitedparks.com) and click on “SEC Filings” under the “Investor Relations” heading.

Copies of our Annual Report on Form 10-K for the year ended December 31, 2023, including financial statements and schedules thereto, filed with the SEC, are also available without charge to stockholders upon written request addressed to:

Corporate Secretary

United Parks & Resorts Inc.

6240 Sea Harbor Drive

Orlando, Florida 32821

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s. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date you

 

XML

Document and Entity Information	12 Months Ended
	Dec. 31, 2023
Cover [Abstract]
Document Type	DEF 14A
Amendment Flag	false
Entity Registrant Name	UNITED PARKS & RESORTS INC.
Entity Central Index Key	0001564902

XML

Pay vs Performance Disclosure - USD ($)

3 Months Ended

9 Months Ended

12 Months Ended

Apr. 04, 2020

Dec. 31, 2020

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of our company for the last four fiscal years ended December 31, 2023, 2022, 2021 and 2020.

															Value of Initial $100 Investment
Year	SCT Compensation for PEO		CAP Compensation for PEO		SCT Compensation for Sergio (Serge) Rivera		CAP Compensation for Sergio (Serge) Rivera			Average SCT Compensation for Other NEOs		Average CAP Compensation for Other NEOs			Company TSR		S&P Midcap 400		Net Income			Adjusted EBITDA
(a)	(b)		(c)							(d)		(e)			(f)		(g)		(h)			(i)
2023	$	1,106,531	$	1,084,459	$	—	$	—		$	813,230	$	(127,539	)	$	166.62	$	143.55	$	234.2		$	713.5
2022	$	1,137,020	$	511,807	$	—	$	—		$	2,336,474	$	1,947,828		$	168.73	$	123.29	$	291.2		$	728.2
2021	$	2,009,400	$	11,274,977	$	—	$	—		$	932,443	$	7,581,878		$	204.54	$	141.81	$	256.5		$	662.0
2020	$	1,993,055	$	3,145,415	$	208,248	$	(3,019,853	)	$	1,526,400	$	2,249,471		$	99.62	$	113.66	$	(312.3	)	$	(73.2	)

Column (a): Reflects related amounts for the respective years shown.

Column (b): For fiscal years 2023, 2022, 2021 and 2020 reflects compensation amounts reported in the “Summary Compensation Table” ("SCT") for our CEO, Marc G. Swanson, (our principal executive officer ("PEO")), for the respective years shown. As previously disclosed, Sergio (Serge) Rivera served as our CEO from January 1, 2020 until his resignation on April 4, 2020, at which time Marc G. Swanson was appointed CEO.

Column (c): “Compensation actually paid” ("CAP") to our CEO in each of 2023, 2022, 2021 and 2020, and for our former CEO in 2020, reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules and calculation methodology. The dollar amounts reflected in column (c) of the table above do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year. We offer no pension benefits for executive officers so no adjustment for pension benefits is included in the table below. Additionally, the value of dividends, if any, or other earnings paid on stock and option awards are not included as such amounts are reflected in the fair value of awards and are only paid upon vesting. For information regarding the decisions made by our Compensation Committee regarding the CEO’s compensation for each fiscal year, please see the Compensation Discussion & Analysis sections of the proxy statements reporting pay for the fiscal years covered in these tables.

	Marc G. Swanson												Sergio (Serge) Rivera
	2023			2022			2021			2020			2020
SCT Total Compensation	$	1,106,531		$	1,137,020		$	2,009,400		$	1,993,055		$	208,248
LESS Stock and Option Award Values Reported in SCT for Covered Year		(608,197	)		(598,889	)		(1,212,203	)		(1,626,631	)		(51,236	)
PLUS Year End Fair Value of Unvested Stock and Option Awards Granted in the Covered Year		583,577			257,738			2,611,426			4,478,925			—
Year over Year CHANGE in Fair Value of Outstanding and Unvested Stock and Option Awards		(258,024	)		(865,018	)		6,104,682			26,687			—
PLUS Fair Value as of the Vesting Date of Stock and Option Awards Granted and Vested in the Covered Year		—			—			—			43,568			—
CHANGE in Fair Value of Stock and Option Awards granted in Prior Years that Vested in Covered Year		260,572			580,956			1,761,672			(249,001	)		(3,079	)
LESS Fair Value at the End of the Prior Year of Stock and Equity Awards that Failed to Meet Vesting Conditions in the Covered Year		—			—			—			(1,521,188	)		(3,173,786	)
"Compensation Actually Paid"	$	1,084,459		$	511,807		$	11,274,977		$	3,145,415		$	(3,019,853	)

Column (d): For fiscal years 2023, 2022, 2021 and 2020, non-CEO named executive officers were as follows and are included in the average figures shown:

•2023: James (Jim) W. Forrester Jr., Michelle (Chelle) Adams, James (Jim) Hughes, Kyle R. Miller and Byron Surrett.

•2022: Michelle (Chelle) Adams, Elizabeth C. Gulacsy, Dr. Christopher (Chris) Dold, Christopher (Chris) Finazzo, Daniel (Dan) Mayer and G. Anthony (Tony) Taylor.

•2021 and 2020: Elizabeth C. Gulacsy, Dr. Christopher (Chris) Dold, Thomas (Tom) Iven, Sharon (Sherri) Nadeau and G. Anthony (Tony) Taylor.

•2020: Elizabeth C. Gulacsy, Walter Bogumil, Dr. Christopher (Chris) Dold, and G. Anthony (Tony) Taylor.

Column (e): Average CAP for our non-CEO named executive officers in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules and calculation methodology. The dollar amounts reflected in column (e) of the table above do not reflect the actual amount of compensation earned by or paid to our non-CEO named executive officers during the applicable year. We offer no pension benefits for executive officers so no adjustment for pension benefits is included in the table below. Additionally, the value of dividends, if any, or other earnings paid on stock and option awards are not included as such amounts are reflected in the fair value of awards and are only paid upon vesting. For information regarding the decisions made by our Compensation Committee regarding the non-CEO named executive officers’ compensation for each fiscal year, please see the Compensation Discussion & Analysis sections of the proxy statements reporting pay for the fiscal years covered in these tables.

Average of NEOs (excluding CEO)	2023			2022			2021			2020
SCT Total Compensation	$	813,230		$	2,336,474		$	932,443		$	1,526,400
LESS Stock and Option Award Values Reported in SCT for Covered Year		(546,922	)		(1,985,378	)		(548,803	)		(1,240,117	)
PLUS Year End Fair Value of Unvested Stock and Option Awards Granted in the Covered Year		436,606			1,791,166			845,928			3,352,263
Year over Year CHANGE in Fair Value of Outstanding and Unvested Stock and Option Awards		10,278			(600,536	)		5,405,633			38,038
PLUS Fair Value as of the Vesting Date of Stock and Option Awards Granted and Vested in the Covered Year		—			—			—			29,631
CHANGE in Fair Value of Stock and Option Awards granted in Prior Years that Vested in Covered Year		(9,829	)		406,102			1,127,536			(353,093	)
LESS Fair Value at the End of the Prior Year of Stock and Equity Awards that Failed to Meet Vesting Conditions in the Covered Year		(830,902	)		—			(180,859	)		(1,103,651	)
"Compensation Actually Paid"	$	(127,539	)	$	1,947,828		$	7,581,878		$	2,249,471

Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, risk free rates) as of the measurement date. Adjustments have been made using the stock price as of year end and as of each date of vest. Performance-based PSU grant date fair values are calculated using the stock price as of the date of grant assuming probable performance at the time of the grant. Adjustments have been made using the stock price and performance accrual modification as of year-end and as of the date of vesting. Time-based RSU grant date fair values are calculated using the stock price as of the date of grant. Adjustments have been made using the stock price as of year-end and as of the date of vesting.

Column (f): For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of United Parks for the measurement periods ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively.

Column (g): For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of the S&P Midcap 400 Index, as used in our performance graph pursuant to Item 201(e) of Regulation S-K contained in our Annual Report on Form 10-K ("Peer Group TSR") for the measurement periods ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively.

Column (h): Reflects “Net Income” in our Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022, 2021 and 2020.

Column (i): Our Company-selected Measure is Adjusted EBITDA which is described below.

Company Selected Measure Name

Adjusted EBITDA

Named Executive Officers, Footnote

For fiscal years 2023, 2022, 2021 and 2020 reflects compensation amounts reported in the “Summary Compensation Table” ("SCT") for our CEO, Marc G. Swanson, (our principal executive officer ("PEO")), for the respective years shown. As previously disclosed, Sergio (Serge) Rivera served as our CEO from January 1, 2020 until his resignation on April 4, 2020, at which time Marc G. Swanson was appointed CEO.

PEO Total Compensation Amount

^[1]

$ 1,106,531

$ 1,137,020

$ 2,009,400

$ 1,993,055

PEO Actually Paid Compensation Amount

^[2]

$ 1,084,459

511,807

11,274,977

3,145,415

Adjustment To PEO Compensation, Footnote

For information regarding the decisions made by our Compensation Committee regarding the CEO’s compensation for each fiscal year, please see the Compensation Discussion & Analysis sections of the proxy statements reporting pay for the fiscal years covered in these tables.

	Marc G. Swanson												Sergio (Serge) Rivera
	2023			2022			2021			2020			2020
SCT Total Compensation	$	1,106,531		$	1,137,020		$	2,009,400		$	1,993,055		$	208,248
LESS Stock and Option Award Values Reported in SCT for Covered Year		(608,197	)		(598,889	)		(1,212,203	)		(1,626,631	)		(51,236	)
PLUS Year End Fair Value of Unvested Stock and Option Awards Granted in the Covered Year		583,577			257,738			2,611,426			4,478,925			—
Year over Year CHANGE in Fair Value of Outstanding and Unvested Stock and Option Awards		(258,024	)		(865,018	)		6,104,682			26,687			—
PLUS Fair Value as of the Vesting Date of Stock and Option Awards Granted and Vested in the Covered Year		—			—			—			43,568			—
CHANGE in Fair Value of Stock and Option Awards granted in Prior Years that Vested in Covered Year		260,572			580,956			1,761,672			(249,001	)		(3,079	)
LESS Fair Value at the End of the Prior Year of Stock and Equity Awards that Failed to Meet Vesting Conditions in the Covered Year		—			—			—			(1,521,188	)		(3,173,786	)
"Compensation Actually Paid"	$	1,084,459		$	511,807		$	11,274,977		$	3,145,415		$	(3,019,853	)

Non-PEO NEO Average Total Compensation Amount

^[3]

$ 813,230

2,336,474

932,443

1,526,400

Non-PEO NEO Average Compensation Actually Paid Amount

^[4]

$ (127,539)

1,947,828

7,581,878

2,249,471

Adjustment to Non-PEO NEO Compensation Footnote

For information regarding the decisions made by our Compensation Committee regarding the non-CEO named executive officers’ compensation for each fiscal year, please see the Compensation Discussion & Analysis sections of the proxy statements reporting pay for the fiscal years covered in these tables.

Average of NEOs (excluding CEO)	2023			2022			2021			2020
SCT Total Compensation	$	813,230		$	2,336,474		$	932,443		$	1,526,400
LESS Stock and Option Award Values Reported in SCT for Covered Year		(546,922	)		(1,985,378	)		(548,803	)		(1,240,117	)
PLUS Year End Fair Value of Unvested Stock and Option Awards Granted in the Covered Year		436,606			1,791,166			845,928			3,352,263
Year over Year CHANGE in Fair Value of Outstanding and Unvested Stock and Option Awards		10,278			(600,536	)		5,405,633			38,038
PLUS Fair Value as of the Vesting Date of Stock and Option Awards Granted and Vested in the Covered Year		—			—			—			29,631
CHANGE in Fair Value of Stock and Option Awards granted in Prior Years that Vested in Covered Year		(9,829	)		406,102			1,127,536			(353,093	)
LESS Fair Value at the End of the Prior Year of Stock and Equity Awards that Failed to Meet Vesting Conditions in the Covered Year		(830,902	)		—			(180,859	)		(1,103,651	)
"Compensation Actually Paid"	$	(127,539	)	$	1,947,828		$	7,581,878		$	2,249,471

Equity Valuation Assumption Difference, Footnote

Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, risk free rates) as of the measurement date. Adjustments have been made using the stock price as of year end and as of each date of vest. Performance-based PSU grant date fair values are calculated using the stock price as of the date of grant assuming probable performance at the time of the grant. Adjustments have been made using the stock price and performance accrual modification as of year-end and as of the date of vesting. Time-based RSU grant date fair values are calculated using the stock price as of the date of grant. Adjustments have been made using the stock price as of year-end and as of the date of vesting.

Compensation Actually Paid vs. Total Shareholder Return

 

Compensation Actually Paid vs. Net Income

 

Compensation Actually Paid vs. Company Selected Measure

 

Tabular List, Table

Performance Measure	Type of Measure	Description
Adjusted EBITDA	Financial	Adjusted EBITDA is a non-GAAP financial measure. We define Adjusted EBITDA as net income (loss) plus (i) income tax provision (benefit), (ii) loss on extinguishment of debt, (iii) interest expense, consent fees and similar financing costs, (iv) depreciation and amortization, (v) equity-based compensation expense, (vi) certain non-cash charges/credits including those related to asset disposals and self-insurance reserve adjustments, (vii) certain business optimization, development and strategic initiative costs, (viii) merger, acquisition, integration and certain investment costs, and (ix) other nonrecurring costs including incremental costs associated with the COVID-19 pandemic or similar unusual events.
Total Revenue	Financial	Our total revenue as reported for fiscal year 2020-2023.
Total Revenue per Capita	Financial	Total revenue per capita is defined as total revenue divided by attendance, both as reported for fiscal year 2020-2023.
Guest Satisfaction (GSAT)	Non-Financial	Our ongoing measurement of GSAT using a variety of in-park and online survey tools.

Total Shareholder Return Amount

^[5]

$ 166.62

168.73

204.54

99.62

Peer Group Total Shareholder Return Amount

^[6]

143.55

123.29

141.81

113.66

Net Income (Loss)

^[7]

$ 234.2

$ 291.2

$ 256.5

$ (312.3)

Company Selected Measure Amount

^[8]

713.5

728.2

662

(73.2)

Measure:: 1

Pay vs Performance Disclosure

Name

Adjusted EBITDA

Measure:: 2

Pay vs Performance Disclosure

Name

Total Revenue

Measure:: 3

Pay vs Performance Disclosure

Name

Total Revenue per Capita

Measure:: 4

Pay vs Performance Disclosure

Name

Guest Satisfaction (GSAT)

LESS Stock and Option Award Values Reported in SCT for Covered Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (546,922)

$ (1,985,378)

$ (548,803)

$ (1,240,117)

PLUS Year End Fair Value of Unvested Stock and Option Awards Granted in the Covered Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

436,606

1,791,166

845,928

3,352,263

Year over Year CHANGE in Fair Value of Outstanding and Unvested Stock and Option Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

10,278

(600,536)

5,405,633

38,038

PLUS Fair Value as of the Vesting Date of Stock and Option Awards Granted and Vested in the Covered Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

29,631

CHANGE in Fair Value of Stock and Option Awards granted in Prior Years that Vested in Covered Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(9,829)

406,102

1,127,536

(353,093)

LESS Fair Value at the End of the Prior Year of Stock and Equity Awards that Failed to Meet Vesting Conditions in the Covered Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(830,902)

(180,859)

(1,103,651)

Marc G. Swanson [Member]

Pay vs Performance Disclosure

PEO Total Compensation Amount

1,106,531

1,137,020

2,009,400

1,993,055

PEO Actually Paid Compensation Amount

$ 1,084,459

$ 511,807

$ 11,274,977

3,145,415

PEO Name

Marc G. Swanson

Marc G. Swanson

Marc G. Swanson

Marc G. Swanson

Marc G. Swanson [Member] | LESS Stock and Option Award Values Reported in SCT for Covered Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (608,197)

$ (598,889)

$ (1,212,203)

(1,626,631)

Marc G. Swanson [Member] | PLUS Year End Fair Value of Unvested Stock and Option Awards Granted in the Covered Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

583,577

257,738

2,611,426

4,478,925

Marc G. Swanson [Member] | Year over Year CHANGE in Fair Value of Outstanding and Unvested Stock and Option Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(258,024)

(865,018)

6,104,682

26,687

Marc G. Swanson [Member] | PLUS Fair Value as of the Vesting Date of Stock and Option Awards Granted and Vested in the Covered Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

43,568

Marc G. Swanson [Member] | CHANGE in Fair Value of Stock and Option Awards granted in Prior Years that Vested in Covered Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

260,572

580,956

1,761,672

(249,001)

Marc G. Swanson [Member] | LESS Fair Value at the End of the Prior Year of Stock and Equity Awards that Failed to Meet Vesting Conditions in the Covered Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(1,521,188)

Sergio (Serge) Rivera [Member]

Pay vs Performance Disclosure

PEO Total Compensation Amount

0

0

0

208,248

PEO Actually Paid Compensation Amount

$ (0)

$ (0)

$ (0)

(3,019,853)

PEO Name

Sergio (Serge) Rivera

Sergio (Serge) Rivera [Member] | LESS Stock and Option Award Values Reported in SCT for Covered Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(51,236)

Sergio (Serge) Rivera [Member] | PLUS Year End Fair Value of Unvested Stock and Option Awards Granted in the Covered Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

Sergio (Serge) Rivera [Member] | Year over Year CHANGE in Fair Value of Outstanding and Unvested Stock and Option Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

Sergio (Serge) Rivera [Member] | PLUS Fair Value as of the Vesting Date of Stock and Option Awards Granted and Vested in the Covered Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

Sergio (Serge) Rivera [Member] | CHANGE in Fair Value of Stock and Option Awards granted in Prior Years that Vested in Covered Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(3,079)

Sergio (Serge) Rivera [Member] | LESS Fair Value at the End of the Prior Year of Stock and Equity Awards that Failed to Meet Vesting Conditions in the Covered Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (3,173,786)

[1] For fiscal years 2023, 2022, 2021 and 2020 reflects compensation amounts reported in the “Summary Compensation Table” ("SCT") for our CEO, Marc G. Swanson, (our principal executive officer ("PEO")), for the respective years shown. As previously disclosed, Sergio (Serge) Rivera served as our CEO from January 1, 2020 until his resignation on April 4, 2020, at which time Marc G. Swanson was appointed CEO.

[2] “Compensation actually paid” ("CAP") to our CEO in each of 2023, 2022, 2021 and 2020, and for our former CEO in 2020, reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules and calculation methodology. The dollar amounts reflected in column (c) of the table above do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year. We offer no pension benefits for executive officers so no adjustment for pension benefits is included in the table below. Additionally, the value of dividends, if any, or other earnings paid on stock and option awards are not included as such amounts are reflected in the fair value of awards and are only paid upon vesting. For information regarding the decisions made by our Compensation Committee regarding the CEO’s compensation for each fiscal year, please see the Compensation Discussion & Analysis sections of the proxy statements reporting pay for the fiscal years covered in these tables.     Marc G. Swanson     Sergio (Serge) Rivera       2023     2022     2021     2020     2020   SCT Total Compensation   $ 1,106,531     $ 1,137,020     $ 2,009,400     $ 1,993,055     $ 208,248   LESS Stock and Option Award Values Reported in SCT for Covered Year     (608,197 )     (598,889 )     (1,212,203 )     (1,626,631 )     (51,236 ) PLUS Year End Fair Value of Unvested Stock and Option Awards Granted in the Covered Year     583,577       257,738       2,611,426       4,478,925       —   Year over Year CHANGE in Fair Value of Outstanding and Unvested Stock and Option Awards     (258,024 )     (865,018 )     6,104,682       26,687       —   PLUS Fair Value as of the Vesting Date of Stock and Option Awards Granted and Vested in the Covered Year     —       —       —       43,568       —   CHANGE in Fair Value of Stock and Option Awards granted in Prior Years that Vested in Covered Year     260,572       580,956       1,761,672       (249,001 )     (3,079 ) LESS Fair Value at the End of the Prior Year of Stock and Equity Awards that Failed to Meet Vesting Conditions in the Covered Year     —       —       —       (1,521,188 )     (3,173,786 ) "Compensation Actually Paid"   $ 1,084,459     $ 511,807     $ 11,274,977     $ 3,145,415     $ (3,019,853 )

[3] For fiscal years 2023, 2022, 2021 and 2020, non-CEO named executive officers were as follows and are included in the average figures shown: • 2023: James (Jim) W. Forrester Jr., Michelle (Chelle) Adams, James (Jim) Hughes, Kyle R. Miller and Byron Surrett. • 2022: Michelle (Chelle) Adams, Elizabeth C. Gulacsy, Dr. Christopher (Chris) Dold, Christopher (Chris) Finazzo, Daniel (Dan) Mayer and G. Anthony (Tony) Taylor. • 2021 and 2020: Elizabeth C. Gulacsy, Dr. Christopher (Chris) Dold, Thomas (Tom) Iven, Sharon (Sherri) Nadeau and G. Anthony (Tony) Taylor. • 2020: Elizabeth C. Gulacsy, Walter Bogumil, Dr. Christopher (Chris) Dold, and G. Anthony (Tony) Taylor.

[4] Average CAP for our non-CEO named executive officers in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules and calculation methodology. The dollar amounts reflected in column (e) of the table above do not reflect the actual amount of compensation earned by or paid to our non-CEO named executive officers during the applicable year. We offer no pension benefits for executive officers so no adjustment for pension benefits is included in the table below. Additionally, the value of dividends, if any, or other earnings paid on stock and option awards are not included as such amounts are reflected in the fair value of awards and are only paid upon vesting. For information regarding the decisions made by our Compensation Committee regarding the non-CEO named executive officers’ compensation for each fiscal year, please see the Compensation Discussion & Analysis sections of the proxy statements reporting pay for the fiscal years covered in these tables. Average of NEOs (excluding CEO)   2023     2022     2021     2020   SCT Total Compensation   $ 813,230     $ 2,336,474     $ 932,443     $ 1,526,400   LESS Stock and Option Award Values Reported in SCT for Covered Year     (546,922 )     (1,985,378 )     (548,803 )     (1,240,117 ) PLUS Year End Fair Value of Unvested Stock and Option Awards Granted in the Covered Year     436,606       1,791,166       845,928       3,352,263   Year over Year CHANGE in Fair Value of Outstanding and Unvested Stock and Option Awards     10,278       (600,536 )     5,405,633       38,038   PLUS Fair Value as of the Vesting Date of Stock and Option Awards Granted and Vested in the Covered Year     —       —       —       29,631   CHANGE in Fair Value of Stock and Option Awards granted in Prior Years that Vested in Covered Year     (9,829 )     406,102       1,127,536       (353,093 ) LESS Fair Value at the End of the Prior Year of Stock and Equity Awards that Failed to Meet Vesting Conditions in the Covered Year     (830,902 )     —       (180,859 )     (1,103,651 ) "Compensation Actually Paid"   $ (127,539 )   $ 1,947,828     $ 7,581,878     $ 2,249,471   Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, risk free rates) as of the measurement date. Adjustments have been made using the stock price as of year end and as of each date of vest. Performance-based PSU grant date fair values are calculated using the stock price as of the date of grant assuming probable performance at the time of the grant. Adjustments have been made using the stock price and performance accrual modification as of year-end and as of the date of vesting. Time-based RSU grant date fair values are calculated using the stock price as of the date of grant. Adjustments have been made using the stock price as of year-end and as of the date of vesting.

[5] For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of United Parks for the measurement periods ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively.

[6] For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of the S&P Midcap 400 Index, as used in our performance graph pursuant to Item 201(e) of Regulation S-K contained in our Annual Report on Form 10-K ("Peer Group TSR") for the measurement periods ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively.

[7] Reflects “Net Income” in our Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022, 2021 and 2020.

[8] Our Company-selected Measure is Adjusted EBITDA which is described below.