UNITED PARKS AND RESORTS INC (PRKS)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
UNITED PARKS AND RESORTS INC · Meeting: June 16, 2026
Directors FOR
2
Directors AGAINST
8
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Scott Ross has served as Chairman since 2017 and his tenure fully overlaps with PRKS's severe underperformance — the stock is down 30.6% over three years while the company's own compensation peers gained a median of 45.9%, a gap of 76.5 percentage points that far exceeds the 20-point threshold; the five-year record is similarly poor (-38.0pp gap vs. peers), so no mitigant applies.
James Chambers has served since June 2019 and his tenure fully overlaps with PRKS's sustained stock underperformance relative to peers; the three-year gap of -76.5pp and five-year gap of -38.0pp both exceed policy thresholds, so no mitigant applies.
William Gray has served since December 2014 and his long tenure fully overlaps with the company's sustained underperformance versus peers; both the three-year and five-year relative TSR gaps exceed policy thresholds, so no mitigant applies.
Timothy Hartnett has served since December 2020, giving him tenure that substantially overlaps the full three-year underperformance window; the peer-relative gaps of -76.5pp (3-year) and -38.0pp (5-year) both exceed policy thresholds and no mitigant applies.
Yoshikazu Maruyama has served since June 2017 and his tenure fully encompasses the period of sustained peer underperformance; both the three-year and five-year relative TSR gaps exceed policy thresholds and no mitigant applies.
Thomas Moloney has served since January 2015 and his tenure fully overlaps the company's sustained stock underperformance relative to its own compensation peer group; both the three-year and five-year gaps exceed policy thresholds and no mitigant applies.
Neha Jogani Narang has served since November 2019 and her tenure substantially overlaps the full period during which PRKS badly trailed its peer group; both the three-year and five-year relative TSR gaps exceed policy thresholds and no mitigant applies.
Kimberly Schaefer has served since December 2020 and her tenure substantially overlaps the three-year underperformance window; with peer-relative gaps of -76.5pp (3-year) and -38.0pp (5-year) both exceeding policy thresholds, and no mitigant available from the five-year check, an AGAINST vote is warranted.
For Analysis
Aayushi Dalal joined the board in June 2025, less than 24 months before the meeting, and is exempt from the TSR underperformance trigger under policy; she brings relevant leisure and entertainment investment experience from her roles at Goldman Sachs and Hill Path Capital.
Nathaniel Lipman joined the board in January 2024, less than 24 months before the June 2026 meeting, and is exempt from the TSR underperformance trigger under policy; he brings relevant entertainment, hospitality, and business development experience.
PRKS's stock has declined 30.6% over three years while its own disclosed compensation peers gained a median of 45.9%, a gap of 76.5 percentage points — far exceeding the 20-point policy threshold for companies with negative absolute TSR. The five-year record is equally poor (-33.7% vs. peer median +4.3%, a -38.0pp gap), so the five-year mitigant does not reduce any AGAINST votes. Eight of ten director nominees have tenure that meaningfully overlaps the underperformance period and receive AGAINST votes; only Aayushi Dalal (joined June 2025) and Nathaniel Lipman (joined January 2024) qualify for the 24-month new director exemption and receive FOR votes.
Say on Pay
✗ AGAINSTCEO
Marc G. Swanson
Total Comp
$4,891,868
Prior Support
98.9%%
CEO Marc Swanson received total compensation of $4,891,868 in 2025 — roughly 4.5 times his 2024 total of $1,078,031 — primarily because the board granted him a $4 million special retention award in December 2025, a year in which the company missed every key financial target (revenue fell 3.6%, net income fell 26%, and the annual incentive program paid out only a small discretionary amount because performance goals were not met. This represents a pay-for-performance disconnect: shareholders have lost 30.6% over three years while the company's own compensation peers gained 45.9%, yet the CEO received an exceptionally large equity award in the same year financial performance deteriorated. While the incentive plan structure itself has meaningful performance conditions and over 75% of target pay is variable, the decision to layer a large retention grant on top of an already-poor performance year — without commensurate shareholder returns — fails the pay-for-performance alignment check under our policy.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$1,393,500
Non-Audit Fees
$360,000
KPMG's non-audit (audit-related) fees of $360,000 represent approximately 25.8% of its core audit fees of $1,393,500 in 2025, which is well below the 50% threshold that would raise independence concerns; KPMG is a Big 4 firm appropriate for a $1.7 billion market cap company, auditor tenure is not disclosed so the tenure trigger cannot fire, and no material restatements are identified.
Overall Assessment
PRKS's 2026 annual ballot presents significant governance concerns: eight of ten director nominees receive AGAINST votes due to sustained and severe stock underperformance versus the company's own peer group (-76.5pp over three years with no five-year mitigant), and Say on Pay receives an AGAINST vote because the board granted the CEO a $4 million special retention award in a year of materially missed financial targets, creating a clear disconnect between executive pay and shareholder experience. Only the auditor ratification of KPMG (whose fees clear the independence threshold) receives a FOR vote.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing