UNITED PARKS & RESORTS INC., DEF 14A filed on 4/29/2024
Proxy Statement (definitive)
v3.24.1.u1
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
v3.24.1.u1
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    

img209065934_9.jpg 

      
Compensation Actually Paid vs. Net Income    

img209065934_10.jpg 

      
Compensation Actually Paid vs. Company Selected Measure    

img209065934_11.jpg 

      
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.