On November 24, 2025, Six Flags Entertainment Corporation (the “Company”) announced the appointment of John Reilly as President and Chief
Executive Officer of the Company, effective December 8, 2025. The Company also announced Mr. Reilly’s appointment to the Board of Directors of the
Company (the “Board”), effective December 8, 2025, as a Class III director, with a term expiring at the 2027 annual meeting of the stockholders of the
Company.
Mr. Reilly succeeds Richard Zimmerman, who, as previously announced on August 6, 2025, is stepping down as the Company’s President and Chief
Executive Officer. Mr. Zimmerman will step down from his role as President and Chief Executive Officer and from the Board, effective December 8,
2025.
Mr. Reilly, age 57, most recently served as Group Chief Operating Officer of Parques Reunidos Servicios Centrales, S.A. Mr. Reilly previously served
as Chief Executive Officer and Managing Director of Palace Entertainment (a subsidiary of Parques Reunidos) from 2019 to 2025. Prior to Parques
Reunidos, Mr. Reilly served in various roles at SeaWorld Parks and Entertainment, include serving as Chief Operating Officer in 2019, as Interim Chief
Executive Officer from 2018 to 2019, as the Chief Parks Operations Officer from 2016 to 2018, as Park President of SeaWorld and Aquatica California
from 2010 to 2016, as Vice President of Merchandising in 2009 and in various roles at Busch Entertainment Corporation from 1985 to 2009. Mr. Reilly
holds a Bachelor of Arts degree from The College of William & Mary, and an MBA from the University of Miami.
In connection with Mr. Reilly’s appointment, on November 21, 2025, the Company entered into an employment agreement, effective December 8, 2025,
with Mr. Reilly for a period of three years subject to automatic renewal for successive one-year periods thereafter. Under the terms of the employment
agreement, Mr. Reilly will report directly to the full Board. The employment agreement provides for, among other things, an initial base salary of
$1,100,000 per year, subject to annual review by the Board for possible increase. Mr. Reilly will participate in the Company’s annual bonus program
with an initial target rate of 150% of his base salary and a maximum bonus of 300% of his base salary, with performance metrics established by the
People, Culture & Compensation Committee of the Board (the “PCCC”). The employment agreement also provides that Mr. Reilly will receive an
annual equity grant during each year of the term of the agreement (beginning in 2026) with a target value of $5,625,000 on the date of grant, to be the
same as such goals approved by the PCCC for other senior executives of the Company. Mr. Reilly will also receive a day one equity grant with a target
value of $7,500,000 (comprised of (i) $2,500,000 grant date value in the form of restricted stock units and (ii) $5,000,000 grant date value in the form of
performance stock units) scheduled to vest on the third anniversary of the grant date subject to Mr. Reilly’s continued service with the Company and the
achievement of applicable performance goals (in the case of the performance stock units) as to be set forth in the award agreement evidencing such
award. Mr. Reilly will participate in benefit plans on the same basis as other senior executives, including medical, disability, life, 401(k) and deferred
compensation plans.
In the event of involuntary termination by the Company without Cause or by Mr. Reilly for Good Reason (each as defined in the employment
agreement), Mr. Reilly would be entitled to (i) a cash payment equal to two times the sum of base salary and target annual bonus, payable in installments
(ii) any unpaid annual bonus for the year prior to the year of termination, (iii) a pro-rata annual bonus for the year in which termination occurs, (iv) a
cash payment equal to the cost of participation in the Company’s group medical plans for 18 months, and (v) any outstanding equity awards that are
scheduled to vest within 18-month period following termination shall become fully vested with performance-based awards subject to achieving
performance goals. In the event that an involuntary termination occurs within 12 months following a Change in Control (as defined in the employment
agreement), Mr. Reilly is entitled to generally the same severance payments and benefits as described above, except that all outstanding equity awards
under the Stock Incentive Plan (as defined in the employment agreement) shall become fully vested, with performance-based awards deemed to be
vested at target. All severance payments and benefits under the employment agreement are subject to Mr. Reilly signing a release of claims against the
Company.
Under the terms of the employment agreement, Mr. Reilly is subject to restrictive covenants, during and for specified periods following termination of
employment, relating to competing against the Company, soliciting business partners, customers or employees of the Company, confidentiality
restrictions and a non-disparagement covenant.Mr. Reilly has no family relationship with any directors or executive officers of the Company, nor are there any arrangements or understandings between
Mr. Reilly and any other persons pursuant to which he was selected as a director and Chief Executive Officer of the Company. There are no transactions
between Mr. Reilly and the Company that would require disclosure under Item 404(a) of Regulation S-K.
The foregoing description of the employment agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
executed version of such agreement, a copy of which is to be filed as an exhibit to the Company’s next Annual Report on Form 10-K.
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