Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer and Treasurer
On June 17, 2022, SeaWorld Entertainment, Inc. (the “Company”) announced the
appointment of Ms. Michelle (“Chelle”) Adams as Chief Financial Officer and
Treasurer of the Company, effective as of June 17, 2022 (the “Effective Date”).
Prior to becoming the Company’s Chief Financial Officer and Treasurer, Ms.
Adams, 49, served as the Chief Financial Officer of The Cosmopolitan of Las
Vegas (the “Cosmopolitan”) from April 2015 until June 2022 where Ms. Adams was
responsible for oversight of the Cosmopolitan’s day-to-day external and internal
accounting and reporting functions, including planning, implementing, managing
and controlling all financial-related activities of the Cosmopolitan. Prior to
that, Ms. Adams served as the Cosmopolitan’s Corporate Controller from May 2014
until April 2015 and as the Chief Internal Auditor from August 2012 until April
2014. Prior to joining the Cosmopolitan, Ms. Adams was the partner in charge of
the Hospitality and Gaming Group at RubinBrown LLP and before that was a Manager
at Deloitte & Touche LLP. Ms. Adams holds a bachelor’s degree in accounting from
Truman State University and is a Certified Public Accountant.
There are no arrangements or understandings between Ms. Adams and any other
persons pursuant to which Ms. Adams was elected to serve as Chief Financial
Officer and Treasurer. There are no family relationships between Ms. Adams and
any director or executive officer of the Company, and there are no transactions
between Ms. Adams and the Company that would be required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Former Chief Financial Officer, Treasurer, and Interim Chief Accounting Officer
Ms. Elizabeth Castro Gulacsy previously announced her intention to retire from
her current positions at the Company effective December 31, 2022 or upon
appointment of her successor. As such, Ms. Gulacsy has stepped down from the
position of Chief Financial Officer, Treasurer, and Interim Chief Accounting
Officer of the Company, effective June 16, 2022 and will continue to remain with
the Company for the next several months and then serve in a consulting capacity
for an extended period to ensure a smooth transition.
Chief Financial Officer and Treasurer Offer Letter of Employment
Pursuant to Ms. Adam’s Offer Letter of Employment, Ms. Adams will receive: (i)
an annual base salary of $400,000; (ii) an annual bonus opportunity with a
target amount equal to 100% of Ms. Adams’ base salary, payable in cash and/or
Company common stock consistent with the terms and conditions of the Company’s
2022 annual bonus plan; and (iii) a long-term incentive opportunity with a
target amount equal to 200% of Ms. Adams’ base salary (which in 2022 will be a
prorated long-term award based on her date of hire). In addition, Ms. Adams will
receive: (i) a one-time grant of a number of Options determined by dividing
$1,500,000 by the stock price of the Company’s common stock, at the close of
trading on the day prior to the Effective Date (the “Start Date Price Per
Share”) and with an exercise price equal to the Start Date Price Per Share, with
such Options vesting in three equal annual installments over the first three
anniversaries of the date of grant; (ii) a one-time grant of a number of
Restricted Stock Units with a grant date fair value of $1,500,000 based on the
stock price at the close of trading on the date of the Offer Letter, with such
Restricted Stock Units vesting in three equal annual installments on the first
three anniversaries of the date of grant; (iii) a one-time grant of a number of
Performance Stock Units with a grant date fair value of $1,500,000 and
determined in accordance with the Company’s 2022 performance-vesting long term
equity incentive plan; and (iv) the number of Performance Stock Units for the
2022 long-term equity incentive plan award with a full-year grant date fair
value of $800,000, except prorated based on the Effective Date, and determined
in accordance with the Company’s 2022 performance-vesting long term equity
incentive plan, each pursuant to the Company’s 2017 Omnibus Incentive Plan and
the applicable award agreement.
Ms. Adams will also be eligible to receive a grant of non-qualified matching
stock options on a 1-for-1 basis if she invests in the common stock of the
Company during the first open trading window following June 15, 2022 (or, if she
cannot then purchase shares during such period because of applicable securities
laws, the first open trading window during which she can purchase such shares)
up to a maximum of $2,000,000 of Company common stock purchased. The matching
stock options will cliff vest on the third anniversary of the date of grant and
are subject to accelerated vesting on the first anniversary of a change of
control, subject to continued employment, or a termination without cause or
resignation for good reason following a change of control. Ms. Adams will also
participate in the Company’s Key Employee Severance Plan.
Item 7.01 Regulation FD Disclosure.
A press release announcing the appointment of Ms. Adams as Chief Financial
Officer and Treasurer is furnished as Exhibit 99.1 hereto and incorporated
herein by reference.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits Exhibit No. Description 99.1 Press release dated June 17, 2022 announcing the CFO appointment 104 Cover page interactive data filed (embedded within the Inline XBRL document).
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