CEO John Reilly received total reported compensation of approximately $5.78 million for 2025, which largely reflects his new-hire equity grants upon joining in December 2025 rather than a full year of ongoing pay; this package appears reasonable for a CEO role at a $2 billion leisure company and does not appear to exceed benchmark thresholds. The compensation structure shows strong pay-for-performance discipline: no cash bonuses were paid to any executive in 2025 because the company missed its Modified EBITDA target, performance stock awards from prior years are tracking toward zero payout, and roughly two-thirds of the new CEO's target pay is explicitly at risk and tied to stock price appreciation goals. The program includes a meaningful clawback policy, no tax gross-ups, robust stock ownership requirements, and received 95% shareholder support in 2025, indicating no prior-year concern requiring remediation.

Deloitte's non-audit work — primarily tax consulting and compliance services — totaled about $3.49 million in 2025, which is 123% of the $2.85 million charged for the core audit. Our policy flags any non-audit fee ratio above 50% as a potential independence concern, because a large non-audit business relationship can make the auditor less willing to challenge management. That threshold is clearly exceeded here, requiring a vote against ratification. Separately, Deloitte's tenure with legacy Cedar Fair since 2004 is approximately 21 years, approaching but not yet reaching the 25-year tenure trigger; this is noted as a secondary concern but does not independently trigger a No vote.