DEF 14A of Peloton Interactive, Inc., Oct 22, 2024

DEF 14A of Peloton Interactive, Inc.

Filed Oct 22, 2024 · FY20240001193125-24-241065

Open on EDGAR

  1. COMPENSATION PHILOSOPHY AND HIGHLIGHTS

    | • | an independent compensation consultant that provides analysis and advice to our compensation committee; |

  2. COMPENSATION PHILOSOPHY AND HIGHLIGHTS

    | • | a pay-for-performance philosophy that includes the use of performance stock units (“PSUs”) beginning in our fiscal year ended June 30, 2025 (“Fiscal 2025”); |

  3. COMPENSATION PHILOSOPHY AND HIGHLIGHTS

    | • | no annual cash bonus program; and |

  4. COMPENSATION PHILOSOPHY AND HIGHLIGHTS

    | • | “double-trigger” change in control arrangements. |

  5. COMPENSATION PHILOSOPHY AND HIGHLIGHTS

    We structured the annual compensation of our executive officers for our fiscal year ended June 30, 2024 (“Fiscal 2024”), using two principal elements: base salary and long-term incentive compensation opportunities in the form of equity awards.

  6. COMPENSATION PHILOSOPHY AND HIGHLIGHTS

    | FISCAL 2024 COMPENSATION ELEMENT | DESCRIPTION | ELEMENT OBJECTIVES | | BASE SALARY | Fixed cash compensation based on executive officer’s role, responsibilities, competitive market positioning, and individual performance | • Attract and retain key executive talent • Drive top-tier performance through individual contributions | | LONG-TERM INCENTIVE COMPENSATION | Long-term equity awards granted in the form of restricted stock unit awards and, in limited circumstances where elected pursuant to our Equity Choice Program, time-based options to acquire shares of our Class A common stock | • Attract and retain key executive talent • Drive top-tier performance through long-term individual contributions and focus on sustained success aligned with stockholder interests |

  7. PSU AWARDS BEGINNING IN FISCAL 2025

    PSU AWARDS BEGINNING IN FISCAL 2025 While Fiscal 2024 long-term incentive compensation was tied solely to restricted stock unit (“RSU”) awards, we have decided to move to a mix of RSU awards and PSU awards in Fiscal 2025. These PSU awards will be contingent on Free Cash Flow, a non-GAAP financial metric aligned with Peloton’s stockholders’ interest and internal financial

  8. PSU AWARDS BEGINNING IN FISCAL 2025

    | 4 | | | 2024 PROXY STATEMENT |

  9. PSU AWARDS BEGINNING IN FISCAL 2025

    goals. Additionally, we have made the decision to select a new peer benchmark set of companies for Fiscal 2025 that more closely aligns with our current cost structure, market capitalization, and growth profile for compensation purposes. The compensation committee, in consultation with the committee’s independent compensation consultant Compensia, Inc. (“Compensia”), developed a new, go-forward peer group for Fiscal 2025 that consists of relevant software, hardware and content companies that are similar to us in terms of revenue, market capitalization, and industry focus. We believe that the new peer group more closely aligns with our current business practices and growth forecasts and was used to prepare a competitive market analysis of our executive compensation program. An analysis by Compensia of the compensation practices at our new peer group was made available to the compensation committee to inform its decisions in September of 2024 regarding Fiscal 2025 compensation of our executive officers, including our named executive officers, which will be described in our 2025 proxy statement, as applicable. The go-forward peer group for Fiscal 2025 is distinct from the peer group developed by the compensation committee in 2023 for purposes of making decisions about the Fiscal 2024 compensation of our executive officers, including our named executive officers, as described in this Proxy Statement. For additional detail regarding the peer group for Fiscal 2024, please refer to the “—Competitive Positioning for Fiscal 2024” section of this Proxy Statement, beginning on page 54 below. In evaluating and updating the companies comprising the compensation peer group for Fiscal 2025, the compensation committee, in collaboration with Compensia, considered the following primary criteria:

  10. PSU AWARDS BEGINNING IN FISCAL 2025

    | • | companies with a primary focus on hardware and software and companies with a strong consumer orientation and/or subscription model, with a secondary focus on consumer/entertainment companies; |

  11. PSU AWARDS BEGINNING IN FISCAL 2025

    | • | companies with similar revenues – within a range of approximately 0.5x to approximately 2.0x of our Fiscal 2024 revenues of approximately $2.7 billion; and |

  12. PSU AWARDS BEGINNING IN FISCAL 2025

    | • | companies with similar market capitalizations – within a range of approximately 0.3x to approximately 3.0x our 30-day average market capitalization of approximately $1.7 billion as of September 13, 2024; and companies with a similar cost model as a percent of revenue. |

  13. PSU AWARDS BEGINNING IN FISCAL 2025

    After a review of the compensation peer group companies, the compensation committee elected to make the following changes to our compensation peer group for Fiscal 2025 due primarily to changing revenue and market capitalization ranges:

  14. PSU AWARDS BEGINNING IN FISCAL 2025

    | • | Added: Alarm.com, Angi, Bumble, Corsair Gaming, Duolingo, fubo TV, Garmin, GoPro and Lyft; and |

  15. PSU AWARDS BEGINNING IN FISCAL 2025

    | • | Removed: Affirm Holdings, Box, DoorDash, Electronic Arts, GoDaddy, Okta, RingCentral, Splunk, Take-Two Interactive Software, Twilio and Zoom Video Communications. |

  16. PSU AWARDS BEGINNING IN FISCAL 2025

    The companies comprising the Fiscal 2025 compensation peer group are as follows:

  17. PSU AWARDS BEGINNING IN FISCAL 2025

    | ALARM.COM | DUOLINGO | MATCH GROUP | | ANGI | FUBO TV | PINTEREST | | BUMBLE | GARMIN | ROKU | | CORSAIR GAMING | GO PRO | SONOS | | DOCUSIGN | IAC | ZILLOW GROUP | | DROPBOX | LYFT | |

  18. PSU AWARDS BEGINNING IN FISCAL 2025

    Please refer to the “Compensation Discussion and Analysis” section of this Proxy Statement, beginning on page 45 below, for a full description of our executive compensation philosophy, policies, and practices.

  19. PSU AWARDS BEGINNING IN FISCAL 2025

    | | 2024 PROXY STATEMENT | | | 5 |

  20. PSU AWARDS BEGINNING IN FISCAL 2025

    | PELOTON INTERACTIVE, INC. PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS |

  21. PSU AWARDS BEGINNING IN FISCAL 2025

    441 Ninth Avenue, Sixth Floor New York, New York 10001

  22. COMPENSATION COMMITTEE

    | • | reviewing and recommending to our Board the compensation of our non-employee directors; |

  23. COMPENSATION COMMITTEE

    | • | reviewing and approving the selection of our peer companies for compensation assessment purposes; |

  24. COMPENSATION COMMITTEE

    | • | administering our equity incentive compensation plans; |

  25. NOMINEE TO OUR BOARD

    NOMINEE TO OUR BOARD The nominee and his age, occupation, and length of service on our Board as of the date of this Proxy Statement are provided in the table below and in the additional biographical description set forth in the text below the table.

  26. NOMINEE TO OUR BOARD

    | NAME OF DIRECTOR | AGE | POSITION | DIRECTOR SINCE | | CLASS II DIRECTOR: | | | | | JAY HOAG(1)(2) | 66 | Director | August 2018 |

  27. NOMINEE TO OUR BOARD

    | (1) Chairperson of the compensation committee |

  28. NOMINEE TO OUR BOARD

    | (2) Chairperson of the Board |

  29. NOMINEE TO OUR BOARD

    | DIRECTOR AGE: 66 DIRECTOR SINCE: August 2018 COMMITTEES: • Compensation (Chair) | JAY HOAG Chairperson of the Board, since May 2024 Jay Hoag has served as a member of our Board since August 2018 and as Chairperson of the Board since May 2024. Mr. Hoag is a co-founder and General Partner of TCV where he has served since June 1995. Mr. Hoag currently serves on the board of directors of TripAdvisor, Inc., Zillow Group, Inc., and Netflix Inc. Mr. Hoag also previously served on the board of directors of various public companies, including Electronic Arts until August 2021 and TCV Acquisition Corp. until March 2023. SKILLS AND EXPERIENCE We believe Mr. Hoag is qualified to serve on our Board because of his extensive experience working with the management teams of, and investing in, a number of privately and publicly held companies. As a technology investor and board member of numerous companies, Mr. Hoag brings valued insights on topics such as corporate strategy and risk management. Mr. Hoag holds a B.A. from Northwestern University and an M.B.A. from the University of Michigan. OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS • TripAdvisor, Inc. • Zillow Group, Inc. • Netflix Inc. |

  30. NOMINEE TO OUR BOARD

    | | 2024 PROXY STATEMENT | | | 27 |

  31. CONTINUING DIRECTORS

    CONTINUING DIRECTORS The directors who are serving for terms that end after the Annual Meeting and their ages, occupations, and length of service on our Board as of the date of this Proxy Statement are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

  32. CONTINUING DIRECTORS

    | NAME OF DIRECTOR | AGE | POSITION | DIRECTOR SINCE | | CLASS I DIRECTORS: | | | | | ANGEL L. MENDEZ(1)(2) | 64 | Director | February 2022 | | PAMELA THOMAS-GRAHAM(3)(4) | 61 | Director | March 2018 | | CLASS III DIRECTORS: | | | | | KAREN BOONE | 50 | Interim Co-CEO and Co-President, Director | January 2019 | | CHRIS BRUZZO | 55 | Interim Co-CEO and Co-President, Director | December 2023 |

  33. CONTINUING DIRECTORS

    | (1) Chairperson of the audit committee |

  34. CONTINUING DIRECTORS

    | (2) Member of the compensation committee |

  35. CONTINUING DIRECTORS

    | (3) Chairperson of the nominating, governance, and corporate responsibility committee |

  36. CONTINUING DIRECTORS

    | (4) Member of the audit committee |

  37. CONTINUING DIRECTORS

    | DIRECTOR AGE: 50 DIRECTOR SINCE: January 2019 COMMITTEES: • None | KAREN BOONE Karen Boone has served as a member of our Board since January 2019, and as Interim Co-Chief Executive Officer and Co-President from May 2024. Prior to her service at the Company, Ms. Boone served as the President and Chief Financial and Administrative Officer of Restoration Hardware, Inc., a home furnishings company, from May 2014 to August 2018 and as Chief Financial Officer from June 2012 to May 2014. Prior to that, from 1996 to 2012, Ms. Boone held various roles at Deloitte & Touche LLP, a public accounting firm, most recently as an Audit Partner. Ms. Boone currently serves on the board of directors of Sonos, Inc., Rivian Automotive, Inc. and several private companies. SKILLS AND EXPERIENCE We believe Ms. Boone is qualified to serve on our Board because of her deep knowledge of the Company and her extensive product and retail experience leading a consumer brand and her expertise and background with regard to overseeing administrative functions, including human resources, investor relations, accounting and legal. Ms. Boone’s experience in strategic and financial planning for public companies, including her service on the boards and audit committees of public companies, brings essential leadership and financial expertise to our Board. Ms. Boone holds a B.S. in Business Economics from the University of California, Davis. OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS • Sonos, Inc. • Rivian Automotive, Inc. |

  38. CONTINUING DIRECTORS

    | 28 | | | 2024 PROXY STATEMENT |

  39. CONTINUING DIRECTORS

    | DIRECTOR AGE: 55 DIRECTOR SINCE: December 2023 COMMITTEES: • None | CHRIS BRUZZO Mr. Bruzzo joined the Board of Directors in December 2023 and has served as our Interim Co-Chief Executive Officer and Co- President since May 2024. Mr. Bruzzo served as the Executive Vice President and Chief Experience Officer of Electronic Arts from September 2014 through June 2023. Amongst other roles, Mr. Bruzzo previously served as the Senior Vice President, Channel Brand Management for Starbucks Corporation from 2007 to 2014, Vice President, Marketing and Public Relations for Amazon.com Inc. from 2003 to 2006, and Assistant Vice President, Communications for Regence Blue Shield from 1998 to 2003. Mr. Bruzzo currently serves on the boards of directors of Boot Barn Holdings, Inc., a retail public company, and MoneyGram International, a private financial technology company, and on the advisory boards of Wize, an education technology startup, and Mission Scholars, a non-profit that provides college access to low-income students. SKILLS AND EXPERIENCE We believe Mr. Bruzzo is qualified to serve on our Board because of his deep knowledge of the Company and his extensive experience working for global consumer brands, with extensive knowledge in marketing, brand management, digital strategy and communications. Mr. Bruzzo was the founding executive sponsor and advocate for Somos EA, Electronic Arts’ Latinx employee resource group, and is a member of the Latino Corporate Directors Association. Mr. Bruzzo holds a bachelor of arts degree in political science from Whitworth University. OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS • Boot Barn Holdings, Inc. |

  40. CONTINUING DIRECTORS

    | | 2024 PROXY STATEMENT | | | 29 |

  41. CONTINUING DIRECTORS

    | DIRECTOR AGE: 64 DIRECTOR SINCE: February 2022 COMMITTEES: • Audit (Chair) • Compensation | ANGEL L. MENDEZ Angel L. Mendez has served as a member of our Board since February 2022. Mr. Mendez is Executive Chairman of the Board of LevaData Inc., a privately held, artificial intelligence company focused on supply chain management. He also serves on two other public company boards: Kinaxis, Inc., which specializes in supply chain planning solutions; and Sleep Number Corporation, a sleep technology company. He previously served as executive vice president and chief operating officer of HERE Technologies from 2016 to 2020. From 2005 to 2015, he was a senior executive at Cisco Systems, where he led the company’s corporate transformation program as well as its global supply chain. Earlier in his career, Mr. Mendez served in senior roles at Palm Inc., Gateway Inc., Citigroup, and in various executive positions at Allied Signal Aerospace and GE. SKILLS AND EXPERIENCE We believe Mr. Mendez is qualified to serve on our Board because of his extensive experience working with the management teams of a number of privately and publicly held tech companies. He is a thought leader and trailblazer as an architect of end-to-end supply chains at global technology companies, and he brings more than three decades of leadership experience, including supply chain management with some of the world’s most forward-thinking technology and aerospace companies. Mr. Mendez earned a Bachelor of Sciences degree in Electrical Engineering from Lafayette College and a Master’s in Business Administration from the Crummer School at Rollins College. OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS • Sleep Number Corporation • Kinaxis, Inc. |

  42. CONTINUING DIRECTORS

    | 30 | | | 2024 PROXY STATEMENT |

  43. CONTINUING DIRECTORS

    | DIRECTOR AGE: 61 DIRECTOR SINCE: March 2018 COMMITTEES: • Compensation • Nominating, Governance, and Corporate Responsibility (Chair) | PAMELA THOMAS-GRAHAM Pamela Thomas-Graham has served as a member of our Board since March 2018. Since August 2016, Ms. Thomas-Graham has served as the Founder and Chief Executive Officer of Dandelion Chandelier LLC, a private digital media enterprise focused on the world of luxury. From 2010 to August 2016, she served as a member of the Executive Board at Credit Suisse Group AG, a multinational investment bank and financial services company. While at the firm she served in several different roles, including Chair, New Markets for the global Private Bank, and Global Chief Marketing and Talent Officer. From 2008 to 2010, she served as a Managing Director at Angelo, Gordon & Co., a privately held investment firm. From 2005 through 2007, Ms. Thomas-Graham was a Group President of Liz Claiborne Inc. (now Tapestry). She served as President and Chief Executive Officer of NBC Universal’s CNBC television, and President and Chief Executive Officer of CNBC.com, beginning in 1999. She began her career at global consultancy McKinsey & Co. in 1989, becoming the firm’s first black woman partner in 1995. Ms. Thomas-Graham served on the board of directors of Norwegian Cruise Line Holdings Ltd. from 2018 to 2021, The Clorox Company from 2005 to 2021, including as its Lead Independent Director from 2016 to 2021, Anthemis Digital Acquisitions I Corp. from 2021 to 2023, Rivian Automotive, Inc. from 2021 to June 2024, and the Bermuda-based Bank of N.T. Butterfield & Son Limited from 2017 to May 2024. She currently serves as a board member of Bumble Inc. and Compass, Inc. SKILLS AND EXPERIENCE We believe Ms. Thomas-Graham is qualified to serve on our Board because she brings invaluable strategic, operational, and corporate governance experience as a board member, chief executive officer and executive leader of several public and private companies. Her extensive experience in branding and management consulting enables her to contribute to the oversight of the Company. Ms. Thomas-Graham holds a B.A. in Economics from Harvard University and a joint M.B.A.- J.D. from Harvard Business School and Harvard Law School. OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS • Bumble Inc. • Compass, Inc. |

  44. CONTINUING DIRECTORS

    There are no family relationships among our directors and executive officers.

  45. CONTINUING DIRECTORS

    | | 2024 PROXY STATEMENT | | | 31 |

  46. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION Under our current compensation practices, our non-employee directors receive equity compensation for their service as directors, which we believe reinforces alignment with our stockholders and is consistent with our overall compensation philosophy. Through August 2022, each non-employee director was entitled to receive equity awards under our 2019 Equity Incentive Plan (the “2019 Plan”) in the form of options to purchase shares of our Class A common stock (an “Option”) and/or RSU awards. Since September 2022, non-employee directors are entitled to receive equity awards solely in RSUs. Non-employee directors do not currently receive any cash compensation for service on our Board. Our compensation arrangements for non-employee directors are reviewed periodically by our compensation committee and our Board. In addition, at the compensation committee’s direction, Compensia, the compensation committee’s independent compensation consultant, provides a competitive analysis of director compensation levels, practices, and design features as compared to the general market as well as our compensation peer group. Initial Equity Grant. Each non-employee director appointed to our Board is granted an initial equity award having an aggregate value of $500,000 based on the preceding 15-day volume weighted average price of our Class A common stock. Through August 2022, such grants were made pursuant to the “Equity Choice Program,” and following September 2022, such awards are made in the form of RSUs. Each award will vest with respect to 1/3rd of the total number of shares subject to such award on each annual anniversary of the grant, in each case, so long as such non-employee director continues to provide service through such date. Each initial equity grant will accelerate in full upon the consummation of a Corporate Transaction (as defined in the 2019 Plan). Annual Equity Grant. On the date of each annual meeting of stockholders, each non-employee director who is serving on our Board and will continue to serve on our Board immediately following the date of such annual meeting, will automatically be granted RSUs having an aggregate value of $325,000 based on the preceding 15-day volume weighted average price of our Class A common stock (the “Annual Equity Grant”). Additionally, on the date of each annual meeting of stockholders, the non-employee Chairperson of the Board, if any, and each Chairperson of a committee of the Board is granted an annual incremental RSU award having an aggregate value of $ 90,000 and $15,000, respectively, based on the preceding 15-day volume weighted average price of our Class A common stock (the “Annual Chairperson Equity Grants”). Each of the Annual Equity Grant and Annual Chairperson Equity Grant will typically vest with respect to 1/4th of the total number of RSUs subject to such award on each quarterly anniversary of the date of grant, such that the equity award will be fully vested on the one-year anniversary of the date of grant, or if earlier, the next annual meeting of stockholders, in each case, so long as such non-employee director continues to provide service through such date. Each Annual Equity Grant and Annual Chairperson Equity Grant will accelerate in full upon the consummation of a Corporate Transaction (as defined in our 2019 Plan).

  47. October 2024 Update to Non-Employee Director Compensation Program

    October 2024 Update to Non-Employee Director Compensation Program As part of our Board and Compensation Committee’s periodic review of our compensation arrangements for non-employee directors, the Board has determined to maintain the Initial Equity Grant and the Annual Chairperson Equity Grants, but, effective as of December 2, 2024, to reduce the Annual Equity Grant with respect to each non-employee director serving on the Board and to adjust the relative mix of compensation our non-employee directors are eligible to receive on an annual basis. Each non-employee director who is serving on the Board as of, and will continue to serve on the Board immediately following the date of the Annual Meeting, and each annual meeting thereafter, will be eligible to receive an annual cash retainer in the amount of $75,000. The annual cash retainer will be paid in quarterly installments, provided that the non-employee director continues to serve on the Board at the time the installment is paid. The Annual Equity Grant will be reduced from $325,000 to $225,000 and will typically vest with respect to 1/4th of the total number of RSUs subject to such award on each quarterly anniversary of the date of grant, such that the equity award will be fully vested on the one-year anniversary of the date of grant, or if earlier, the next annual meeting of stockholders, in each case, so long as such non-employee director continues to provide service through such date.

  48. October 2024 Update to Non-Employee Director Compensation Program

    | 32 | | | 2024 PROXY STATEMENT |

  49. October 2024 Update to Non-Employee Director Compensation Program

    In addition, in October 2024, Jay Hoag informed the Company that he intends to waive his portion of the Annual Chairperson Equity Grant in respect of Fiscal 2025 that he is entitled to receive as the Chairperson of the Board. The following table provides information for the fiscal year ended June 30, 2024 regarding all compensation awarded to, earned by, or paid to each person who served as a director for some portion or all of Fiscal 2024, other than Mr. McCarthy (our former CEO and President), who served as an employee of the Company in Fiscal 2024 and received no additional compensation for his service as a director. The compensation received by Mr. McCarthy as an employee is shown in the “Executive Compensation—Fiscal 2024 Summary Compensation Table” below. In connection with their appointment as Interim Co-CEOs and Co-Presidents, Ms. Boone and Mr. Bruzzo voluntarily agreed to forfeit certain non-employee director awards reflected in the following table, as described in further detail below.

  50. October 2024 Update to Non-Employee Director Compensation Program

    | NAME | RSU AWARDS ($)(1)(5) | TOTAL ($) | | KAREN BOONE | $448,113.60(2) | $448,113.60(2) | | CHRIS BRUZZO | $874,438.40(2) | $874,438.40(2) | | JON CALLAGHAN | $338,686.92 | $338,686.92 | | JAY HOAG | $410,788.24(3) | $410,788.24(3) | | PAMELA THOMAS-GRAHAM | $354,321.00 | $354,321.00 | | ANGEL L. MENDEZ | $348,100.72(3) | $348,100.72(3) | | JONATHAN MILDENHALL | $338,686.92(4) | $338,686.92(4) | | TOTAL | | |

  51. October 2024 Update to Non-Employee Director Compensation Program

    | (1) The amounts reported in this column represent the aggregate grant date fair value of RSU awards made to directors in Fiscal 2024 computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718, or ASC 718. These amounts do not reflect the actual economic value realized by the director, which will vary depending on the performance of our Class A common stock. There were no fees earned or paid in cash or option awards awarded to or earned by directors in Fiscal 2024. |

  52. October 2024 Update to Non-Employee Director Compensation Program

    | (2) On May 2, 2024, Ms. Boone and Mr. Bruzzo were each appointed as an Interim Co-CEO and Co-President and ceased serving as a non-employee director on our Board. In connection with this appointment, each of Ms. Boone and Mr. Bruzzo agreed to forfeit any non-employee director awards that vest during her or his service as an officer of the Company. The grant date fair value of non-employee director awards forfeited in Fiscal 2024 was $45,049 for Ms. Boone and $33,933 for Mr. Bruzzo. As noted above, the grant date fair value of such forfeited awards is included in the amounts reported in the RSU Awards and Total columns for Ms. Boone and Mr. Bruzzo. See “Summary Compensation Table” for additional compensation details for each of Ms. Boone and Mr. Bruzzo regarding compensation received in connection with their service as Interim Co-CEOs and Co-Presidents. |

  53. October 2024 Update to Non-Employee Director Compensation Program

    | (3) On May 2, 2024, Mr. Hoag was appointed Chairperson of the Board and Mr. Mendez was appointed Chairperson of the Audit Committee. In connection with such appointments, each received an incremental prorated Annual Chairperson Grant with a value of $56,467 for Mr. Hoag and $9,414 for Mr. Mendez, for their roles as a Chairperson of the Board and Chairperson of the Audit Committee, respectively. |

  54. October 2024 Update to Non-Employee Director Compensation Program

    | (4) Mr. Mildenhall resigned from the Board effective December 19, 2023 and therefore did not satisfy certain time-based vesting conditions of these RSUs awards, which were forfeited. |

  55. October 2024 Update to Non-Employee Director Compensation Program

    | | 2024 PROXY STATEMENT | | | 33 |

  56. October 2024 Update to Non-Employee Director Compensation Program

    | (5) The following table sets forth information regarding the aggregate number of shares of our Class A common stock and Class B common stock underlying outstanding stock options and RSUs held by our non-employee directors as of June 30, 2024: |

  57. October 2024 Update to Non-Employee Director Compensation Program

    | NAME | NUMBER OF SHARES UNDERLYING UNEXERCISED STOCK OPTIONS HELD AT FISCAL YEAR END | NUMBER OF SHARES UNDERLYING UNVESTED RSUS HELD AT FISCAL YEAR END | | KAREN BOONE | 472,319(1) | 78,151 | | CHRIS BRUZZO | 0 | 150,693 | | JON CALLAGHAN | 40,435 | 28,509 | | JAY HOAG | 40,435 | 39,502 | | PAMELA THOMAS-GRAHAM | 383,554(2) | 29,825 | | ANGEL L. MENDEZ | 24,859 | 30,122 | | JONATHAN MILDENHALL | 0 | 0 |

  58. October 2024 Update to Non-Employee Director Compensation Program

    | (1) 450,000 of these unexercised options are options to purchase shares of our Class B common stock. |

  59. October 2024 Update to Non-Employee Director Compensation Program

    | (2) 368,116 of these unexercised options are options to purchase shares of our Class B common stock. |

  60. October 2024 Update to Non-Employee Director Compensation Program

    | 34 | | | 2024 PROXY STATEMENT |

  61. October 2024 Update to Non-Employee Director Compensation Program

    | PELOTON INTERACTIVE, INC. PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  62. October 2024 Update to Non-Employee Director Compensation Program

    Our audit committee has appointed Ernst & Young LLP as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending June 30, 2025 and recommends that stockholders vote for ratification of such appointment. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2025 requires the affirmative vote of the holders of a majority of the voting power of our Class A common stock and Class B common stock, voting together as a single class, that are present in person (virtually) or represented by proxy at the Annual Meeting. In the event that the appointment of Ernst & Young LLP is not ratified by our stockholders, the audit committee will consider whether it is appropriate to appoint another independent registered public accounting firm, but it will not be obligated to do so. Even if the appointment is ratified, the audit committee, in its discretion, may appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. Ernst & Young LLP audited our financial statements for the fiscal year ended June 30, 2024 and has served as our independent registered public accounting firm since 2017. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and they will be given an opportunity to make a statement at the Annual Meeting if they desire to do so and will be available to respond to appropriate questions.

  63. FISCAL 2024 BUSINESS HIGHLIGHTS

    | FISCAL 2024 EXECUTIVE COMPENSATION HIGHLIGHTS Consistent with our performance and compensation objectives, the compensation committee and our Board took the following actions relating to the compensation of our named executive officers for and during Fiscal 2024: • Base Salary — The compensation committee reviews the base salaries of our executive officers on an annual basis and considers potential changes based on market data and individual performance and responsibilities, among other factors. In August 2023 the compensation committee determined to maintain the annual base salaries for our Former CEO and our other named executive officers who were employed by us at that time at their Fiscal 2023 levels. In connection with his appointment as our Chief Product Officer in November 2023, the compensation committee approved an annual base salary for Mr. Caldwell of $1,000,000. • No Annual Cash Bonus Program — For Fiscal 2024, we continued our historical practice of not maintaining a formal annual cash bonus plan for our executive officers, including our named executive officers. Our executive compensation program includes “fixed” pay in the form of annual base salaries and “variable” pay in the form of long-term incentive compensation in the form of equity awards. • Regular Long-Term Equity Awards — We believe providing long-term incentive compensation in the form of equity awards motivates and rewards individual initiative and effort, and the compensation committee designed our Fiscal 2024 executive compensation program so that a meaningful portion of our executive officers’ target annual total direct compensation was both “at-risk” and variable in nature. We view these equity awards as variable and at risk because the ultimate value of these awards is based on our stock price performance over an extended period of time. During Fiscal 2024, the compensation committee approved “refresh” equity awards for our named executive officers who were employed by us in August 2023 and March 2024, respectively (other than our Former CEO), which awards were granted in two equal installments on September 1, 2023 and March 1, 2024. These equity awards were granted solely in the form of RSU awards. All equity awards were granted pursuant to the Peloton Interactive, Inc. 2019 Plan. These equity awards were granted to align our named executive officers’ incentives with the long-term interests of the Company and our stockholders and to focus our named executive officers on achieving our financial and strategic objectives. We believe that this approach provided balanced incentives for our executive officers to drive financial performance and further enhanced their focus on long-term growth. • New Hire Equity Award for Mr. Caldwell — On November 1, 2023, the compensation committee granted Mr. Caldwell an RSU award with a fair market value of approximately $9,000,000 that may be settled for shares of our Class A common stock in connection with his appointment as our Chief Product Officer. This RSU award vests as to 25% of the total number of units subject to the award on November 1, 2024, with 6.25% of the total number of units subject to the award vesting quarterly thereafter, commencing December 15, 2024, with 100% of the total units subject to the award vested on September 15, 2027, subject to Mr. Caldwell’s provision of services to our Company on each vesting date. • Transition Agreement with Mr. Cortese — In connection with the mutual decision of the Company and Mr. Cortese that he would step down from his position as our Chief Product Officer effective October 31, 2023, we entered into a transition agreement dated October 16, 2023 with Mr. Cortese (the “Cortese Transition Agreement”), pursuant to which Mr. Cortese agreed to provide services to the Company from October 31, 2023 through May 16, 2024 (the “Cortese Advisory Period”) to facilitate a smooth and orderly transition of his responsibilities in his role as our Chief Product Officer. Pursuant to the Cortese Transition Agreement, Mr. Cortese continued to be paid his annual base salary through the Cortese Advisory Period, and his outstanding restricted stock awards continued to vest in accordance with their terms. Mr. Cortese’s separation at the conclusion of the Cortese Advisory Period Date was treated as a termination of employment without “cause” under the Peloton Interactive, Inc. Severance and Change in Control Plan (the “Severance Plan”), and generally he was entitled to receive the non-change in control severance payments and benefits as a “Tier 1” participant provided under the Severance Plan, with limited exceptions with respect to his outstanding equity awards. The Cortese Transition Agreement also required that Mr. Cortese agree to be subject to non-competition and non-solicitation covenants for a one-year post-termination period. For a summary of the material terms and conditions of the Cortese Transition Agreement, see “Post-Employment Compensation — Cortese Transition Agreement” below in this CD&A. • Transition Agreement with Mr. McCarthy — Mr. McCarthy resigned as a member of our Board effective April 28, 2024 and was removed as our Chief Executive Officer and President, effective May 2, 2024 (the “McCarthy Transition Date”). We entered into a transition agreement dated May 2, 2024 with Mr. McCarthy (the “McCarthy Transition |

  64. FISCAL 2024 BUSINESS HIGHLIGHTS

    | Agreement”), pursuant to which Mr. McCarthy agreed to provide strategic advisory services to the Company from the McCarthy Transition Date through December 31, 2024 (the “McCarthy Advisory Period End Date”) to facilitate a smooth and orderly transition of his responsibilities in his role as our Chief Executive Officer and President. Pursuant to the McCarthy Transition Agreement and contingent on timely execution of a general release of claims in favor of the Company, Mr. McCarthy received $50,000 per month for the first three months of the advisory period and thereafter is to receive $5,000 per month for the remainder of the advisory period. In addition, Mr. McCarthy’s outstanding equity awards continue to vest until the Advisory Period End Date and the related underlying agreements were amended to provide that the applicable equity awards remain exercisable through December 31, 2027. Mr. McCarthy also was granted a stock option with a fair market value of approximately $3,000,000 to purchase shares of the Company’s Class A common stock that vests in equal monthly installments through December 31, 2024, such that the stock option will fully vest on that date and be exercisable through December 31, 2027 (the “Advisor Award”). The initial portion of the Advisor Award was granted on May 8, 2024 and the remaining $728,526 was granted on August 29, 2024 due to an administrative error. Following his termination of employment (as described in the McCarthy Transition Agreement) and timely execution of a release of claims in favor of the Company as set forth in the McCarthy Transition Agreement, Mr. McCarthy will receive a cash payment in the amount of $1,250,000 and if Mr. McCarthy elects to participate in COBRA coverage, the Company will pay the cost of COBRA premiums for up to 12 months. Mr. McCarthy also received one year of accelerated vesting on all outstanding stock options (other than the Advisor Award), which will remain exercisable until December 31, 2027. For a summary of the material terms and conditions of the McCarthy Transition Agreement, see “Post-Employment Compensation — McCarthy Transition Agreement” below in this CD&A. • Compensation Arrangements with Interim Co-CEOs — In connection with their appointments as Interim Co-CEOs, our Board approved the following compensation arrangements for each of Ms. Boone and Mr. Bruzzo: • base salary at a monthly rate of $150,000; and • the grant of an RSU award with a fair market value of $450,000, which vested in equal monthly increments over a three-month period between May-July 2024. In October 2024, our Board approved grants of RSU awards with an aggregate fair market value of $450,000 for each of Ms. Boone and Mr. Bruzzo reflecting their service as Interim Co-CEOs between August-October 2024. Ms. Boone and Mr. Bruzzo will not receive any compensation for their service on our Board while they serve as Interim Co-CEOs. In establishing these compensation arrangements, our Board took into consideration the requisite experience and skills that would be needed to manage our business on an interim basis as we continue to execute on our Restructuring Plan in a dynamic and volatile environment and identify a qualified individual to serve as our permanent CEO and President in a highly competitive market for executives with the requisite experience, skills, and vision to lead our Company. |

  65. RELATIONSHIP BETWEEN PAY AND PERFORMANCE

    RELATIONSHIP BETWEEN PAY AND PERFORMANCE We strive to design our executive compensation program to balance the goals of attracting, motivating, rewarding, and retaining our executive officers, including our named executive officers, with the goal of promoting the interests of our stockholders. To ensure this balance and to motivate and reward individual initiative and effort, we seek to ensure that our program is designed so that a meaningful portion of our executive officers’ annual target total direct compensation is both “at-risk” and variable in nature. While we do not determine either “variable” or “fixed” pay for each executive officer with reference to a specific percentage of target total direct compensation, consistent with our “pay-for-performance” philosophy, generally, we seek to emphasize variable pay over fixed pay. Generally, this philosophy is reflected in the target total direct compensation opportunities of our named executive officers. In Fiscal 2024, a substantial majority of the target total direct compensation granted to most of our executive officers consisted of variable pay consisting of long-term incentive compensation in the form of RSU awards that may be settled for shares of our Class A common stock. We view these RSU awards as variable and at-risk because the ultimate value of these awards is based on stock price performance over an extended period of time.

  66. WHAT WE DO

    | • | Maintain an Independent Compensation Committee with Independent Compensation Consultant. The compensation committee consists solely of independent directors who establish our compensation practices. The compensation committee consults with an independent compensation consultant on compensation levels and practices. |

  67. WHAT WE DO

    | • | Multi-Year Vesting Requirements. The annual equity awards granted to our named executive officers vest over multi-year periods, consistent with current market practice and our retention objectives. |

  68. WHAT WE DO

    | • | “Double-Trigger” Change in Control Arrangements. Under our Severance Plan, all change in control payments and benefits are based on a “double-trigger” arrangement (that is, they require both a change in control of the Company and a qualifying termination of employment before payments and benefits are paid). |

  69. WHAT WE DO

    | • | Maintain an Independent Compensation Committee with Independent Compensation Consultant. The compensation committee consists solely of independent directors who establish our compensation policies and practices. The compensation committee consults with an independent compensation consultant on compensation levels, policies, and practices. |

  70. WHAT WE DO NOT DO

    | • | No Excise Tax Payments on Change in Control Compensation Arrangements. We do not provide any “golden parachute” excise tax reimbursement payments (including “gross-ups”) on payments or benefits contingent upon a change in control of the Company. |

  71. EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES

    | • | Provide market competitive compensation and benefit levels that will attract, motivate, reward, and retain a highly talented team of executives within the context of responsible cost management; |

  72. EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES

    | • | Align the interests and objectives of our executives with those of our stockholders by linking their long-term incentive compensation opportunities to stockholder value creation; and |

  73. EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES

    Through Fiscal 2024, the compensation committee structured the annual compensation of our executive officers, including our named executive officers, using two principal elements: base salary and long-term incentive compensation opportunities in the form of equity awards. The design of our executive compensation program is influenced by a variety of factors, with the primary goals being to align the interests of our executive officers and stockholders and to link pay with performance. More specifically, we seek to align our longer-term incentive compensation with the objective of enhancing stockholder value over the long term. We believe the use of equity awards strongly links the interests of our executive officers to the interests of our stockholders. In addition, our total compensation packages must be competitive with other companies in our industry to ensure that we can continue to attract, motivate, reward, and retain the executive officers who we believe are critical to our success. Keeping this in mind, the compensation committee seeks to accomplish our executive compensation goals while maintaining appropriate levels of internal pay equity, both between our CEOs and our other executive officers, and between our executive officers and other non-executive employees. To date, the compensation committee has not adopted policies or employed guidelines for allocating compensation between current and long-term compensation, between cash and non-cash compensation, or among different forms of non-cash compensation.

  74. ROLE OF THE COMPENSATION COMMITTEE

    In carrying out its responsibilities, the compensation committee evaluates our compensation policies and practices with a focus on the degree to which these policies and practices reflect our executive compensation philosophy, develops strategies, and makes decisions that it believes further our philosophy or align with developments in best compensation practices and reviews the performance of our executive officers when making decisions with respect to their compensation. The compensation committee conducts an evaluation of our executive compensation program each year to determine if any changes are appropriate. In addition, the compensation committee conducts an annual review of the compensation arrangements of our executive officers, including our named executive officers, typically during the first quarter of the fiscal year. The compensation committee has delegated authority to CEOs and our Chief People Officer to grant a limited number of equity awards (subject to certain conditions and further limited to non-executive equity awards). This delegation of authority assists our Board and compensation committee in administering their duties with respect to the grant of equity awards.

  75. SETTING TARGET TOTAL DIRECT COMPENSATION

    | • | the scope of each executive officer’s role and responsibilities compared to other similarly situated executives at the companies in our compensation peer group and in selected broad-based compensation surveys; |

  76. SETTING TARGET TOTAL DIRECT COMPENSATION

    | • | the potential of each individual executive officer to contribute to our long-term financial, operational, and strategic objectives; |

  77. SETTING TARGET TOTAL DIRECT COMPENSATION

    | • | the compensation practices of our compensation peer group and as reflected in selected broad-based compensation surveys and the positioning of each executive officer’s compensation in a ranking of executive officer compensation levels based on an analysis of competitive market data; |

  78. SETTING TARGET TOTAL DIRECT COMPENSATION

    The compensation committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in developing its compensation decisions. In making their decisions, which are subjective in nature, the members of the compensation committee consider all of this information in view of their individual experience, knowledge of our company, knowledge of the competitive market, knowledge of each executive officer, and business judgment. The compensation committee does not use benchmarking in a formulaic manner against other companies’ compensation programs or practices to establish our compensation levels or make specific compensation decisions with respect to our executive officers. Instead, in making its determinations, with the assistance of its independent compensation consultant, the compensation committee reviews surveys and other publicly available information summarizing the compensation paid at a representative group of peer companies, to the extent that the executive positions at these companies are considered comparable to our positions and informative of the competitive environment to gain a general understanding of market compensation levels.

  79. COMPENSATION CONSULTANT

    COMPENSATION CONSULTANT Pursuant to its charter, the compensation committee has the authority to engage external advisors, including compensation consultants, legal counsel, and other advisors to assist it in discharging the responsibilities of our Board relating to the compensation of our executive officers, including our named executive officers. In Fiscal 2024, the compensation committee continued to engage Compensia, a national compensation consultant, to advise on various executive and director compensation-related matters, which included providing information, analysis, and other advice during Fiscal 2024, including assistance with the development of a modified compensation peer group. Other than advising the compensation committee, neither Compensia nor any of its affiliates maintain any other direct or indirect business relationships with us or any of our subsidiaries. The compensation committee has considered the independence of Compensia, consistent with the requirements of Nasdaq, and has determined that Compensia is independent. Further, pursuant to SEC rules and the Nasdaq listing standards, the compensation committee conducted a conflicts of interest assessment and determined there was no conflict of interest resulting from the services Compensia provided in Fiscal 2024. During Fiscal 2024, Compensia did not provide any services to us other than as described below and described under “Non-Employee Director Compensation” above, regarding executive and director compensation and broad-based plans that do not discriminate in scope, terms, or operation, in favor of our executive officers or directors, and that are available generally to all salaried employees.

  80. COMPENSATION CONSULTANT

    | | 2024 PROXY STATEMENT | | | 53 |

  81. COMPENSATION CONSULTANT

    During Fiscal 2024, Compensia worked with the compensation committee as requested and provided various services, including the following:

  82. COMPENSATION CONSULTANT

    | • | the review, analysis, and updating of our compensation peer group; |

  83. COMPENSATION CONSULTANT

    | • | the review and analysis of the base salary levels and long-term incentive compensation opportunities of our executive officers, including our named executive officers, against competitive market data based on the companies in our compensation peer group and in selected broad-based compensation surveys; |

  84. COMPENSATION CONSULTANT

    | • | an update on regulatory developments and market trends; |

  85. COMPENSATION CONSULTANT

    | • | an analysis of competitive market data for the interim CEO position, which was based on compensation peer group data; |

  86. COMPENSATION CONSULTANT

    | • | the review and analysis of incentive compensation program design considerations; |

  87. COMPENSATION CONSULTANT

    | • | the review and analysis of the Company’s equity incentive compensation plan and the projected funding requirements for such plan; |

  88. COMPENSATION CONSULTANT

    | • | the review of the Company’s initial pay-versus-performance disclosure; and |

  89. COMPENSATION CONSULTANT

    | • | the review and assessment of the risk profile of our compensation programs. |

  90. COMPETITIVE POSITIONING FOR FISCAL 2024

    COMPETITIVE POSITIONING FOR FISCAL 2024 As part of the Compensation Committee’s annual review and determination of our compensation peer group, Compensia developed an updated compensation peer group in June 2023 consisting of technology companies that were similar to us in terms of revenue, market capitalization, and industry focus to prepare a competitive market analysis of our executive compensation program. Subsequently, this compensation peer group was used by Compensia to prepare its competitive market analysis. This analysis was made available to the compensation committee for purposes of making decisions in August 2023 about the Fiscal 2024 compensation of our executive officers, including our named executive officers, and again in January and February 2024 for purposes of making decisions about additional grants of equity awards to our executive officers, including our named executive officers. In evaluating and updating the companies comprising the compensation peer group, Compensia, our compensation consultant, considered the following primary criteria:

  91. COMPETITIVE POSITIONING FOR FISCAL 2024

    | • | companies with a primary focus on technology companies with a strong consumer orientation and/or subscription model, with a secondary focus on consumer/entertainment companies; |

  92. COMPETITIVE POSITIONING FOR FISCAL 2024

    | • | companies with similar revenues – within a range of approximately $1 billion to approximately 2.0x of our Fiscal 2023 revenues of approximately $2.8 billion; and |

  93. COMPETITIVE POSITIONING FOR FISCAL 2024

    | • | companies with similar market capitalizations – within a range of approximately 0.3x to approximately 3.0x our 30-day average market capitalization of $4.7 billion as of March 2, 2023. |

  94. COMPETITIVE POSITIONING FOR FISCAL 2024

    After a review of the peer group companies, the compensation committee elected to make the following changes to our compensation peer group for Fiscal 2024 due primarily to changing revenue and market capitalization ranges:

  95. COMPETITIVE POSITIONING FOR FISCAL 2024

    | • | Added: Affirm Holdings and Box |

  96. COMPETITIVE POSITIONING FOR FISCAL 2024

    | • | Removed: Nutanix, Twitter, and Zendesk |

  97. COMPETITIVE POSITIONING FOR FISCAL 2024

    | AFFIRM HOLDINGS | IAC | SPLUNK | | BOX | MATCH GROUP | TAKE-TWO INTERACTIVE SOFTWARE | | DOCUSIGN | OKTA | TWILIO | | DOORDASH | PINTEREST | ZILLOW GROUP | | DROPBOX | RINGCENTRAL | ZOOM VIDEO COMMUNICATIONS | | ELECTRONIC ARTS | ROKU | | | GODADDY | SONOS | |

  98. COMPETITIVE POSITIONING FOR FISCAL 2024

    | 54 | | | 2024 PROXY STATEMENT |

  99. COMPETITIVE POSITIONING FOR FISCAL 2024

    The compensation committee used data drawn from the companies in our compensation peer group, as well as data from a custom data cut of participating peer group companies drawn from the Radford Global Compensation Database and a sample of other technology companies similar to our Company in size and industry focus and a broad survey cut covering U.S.-based technology companies with revenue between $3 billion and $5 billion and all U.S.-based companies from the Radford Global Compensation Database where insufficient data was reported in the custom peer survey, to evaluate and analyze the competitive market when determining the total direct compensation of our executive officers, including our named executive officers, including base salary and long-term incentive compensation opportunities in the form of equity awards. The compensation committee believes that peer group comparisons are useful guides to measure the competitiveness of our executive compensation program and related policies and practices. The compensation committee reviews our compensation peer group annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group.

  100. SHORT-TERM INCENTIVE COMPENSATION

    SHORT-TERM INCENTIVE COMPENSATION In July 2021, the compensation committee decided to eliminate a formal annual cash bonus plan for our executive officers, including our named executive officers, beginning in Fiscal 2022. Instead, the compensation committee has designed our compensation program to balance the goals of attracting, motivating, rewarding, and retaining our executive officers and key employees with the goal of promoting the interests of our stockholders solely by using “fixed” pay in the form of base salaries and “variable” pay in the form of long-term equity awards.

  101. LONG-TERM INCENTIVE COMPENSATION

    LONG-TERM INCENTIVE COMPENSATION We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. In Fiscal 2024, we granted the following types of equity awards to our named executive officers:

  102. LONG-TERM INCENTIVE COMPENSATION

    | • | Regular “refresh” equity awards (the “Refresh Grants”). The Refresh Grants were part of our regular practice of splitting annual equity awards for each fiscal year into two separate grants, the total value of which is intended to align with competitive market compensation. The Refresh Grants are awarded to incentivize and reward our executive officers, including our named executive officers, for long-term corporate growth based on the value of our Class A common stock and, thereby, to align their interests with the interests of our stockholders. |

  103. LONG-TERM INCENTIVE COMPENSATION

    | • | A new hire equity award granted to Mr. Caldwell in connection with his appointment as our Chief Product Officer, the details of which are described further below under the heading “New Hire Equity Award for Mr. Caldwell.” |

  104. LONG-TERM INCENTIVE COMPENSATION

    | • | Equity awards granted to Ms. Boone and Mr. Bruzzo in connection with their appointment as our Interim Co-CEOs, the details of which are described further below under the heading “Equity Awards for Ms. Boone and Mr. Bruzzo.” |

  105. LONG-TERM INCENTIVE COMPENSATION

    Our Former CEO did not receive any equity award grants in Fiscal 2024 in his role as our CEO. The realized value of each of these equity awards bears a direct relationship to our stock price, and, therefore, the compensation committee believes these awards are an incentive for our executive officers to create value for our stockholders over, in most cases, a multi-year period. Equity awards also help us retain our executive officers in a highly competitive market. To date, the compensation committee has not applied a rigid formula in determining the size of these equity awards. The compensation committee determines the amount of the equity award for each executive officer, including each named executive officer, after taking into consideration an analysis of market compensation data from the companies in our compensation peer group, the amount of equity compensation held by him or her at the time of grant (including the current economic value of his or her unvested equity and the ability of these unvested holdings to satisfy our retention objectives), if applicable, our contemplated equity budget and potential award ranges for our employees, including our executive officers, the projected impact of the proposed awards on our earnings, the proportion of our total shares outstanding used for annual employee long-term incentive compensation awards (our “burn rate”) in relation to the companies in our compensation peer group, the potential voting power dilution to our stockholders (our “overhang”) in relation to the companies in our compensation peer group, the recommendations of our CEOs (except with respect to his or her own equity awards, if any), and the other relevant factors described in “Compensation-Setting Process–Setting Target Total Direct Compensation” above.

  106. LONG-TERM INCENTIVE COMPENSATION

    | 56 | | | 2024 PROXY STATEMENT |

  107. LONG-TERM INCENTIVE COMPENSATION

    The equity awards the compensation committee granted to our named executive officers during Fiscal 2024 were as follows:

  108. September 2023 Equity Awards

    September 2023 Equity Awards Effective September 1, 2023, the compensation committee approved the grant to our executive officers, including our named executive officers who were employed by us in September 2023 (other than our Former CEO), of the first Fiscal 2024 bi-annual Refresh Grants in the form of RSU awards. Our Former CEO was not granted a Fiscal 2024 bi-annual Refresh Grant as his February 2022 equity awards were intended to be granted in lieu of any additional compensatory equity awards through approximately February 2026. The number of RSUs subject to each award was based on the immediately preceding 15-day volume weighted average price of our Class A common stock. The table set forth below indicates, for each of our named executive officers (other than our Former CEO), the value of his or her first Fiscal 2024 bi-annual Refresh Grant (each computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”)):

  109. September 2023 Equity Awards

    | NAMED EXECUTIVE OFFICER | RSU AWARD (GRANT DATE FAIR VALUE) ($) | RSU AWARD (NUMBER OF UNITS) (#) | | MS. CODDINGTON | $5,240,000 | 800,000 | | MR. CORTESE | $4,716,000 | 720,000 | | MS. COTTER | $4,716,000 | 720,000 | | MR. RENDICH | $4,716,000 | 720,000 |

  110. September 2023 Equity Awards

    These Refresh Grants vest over a four-year period, with 1/16th of the total number of units subject to the equity award vesting quarterly commencing on November 15, 2023, with 100% of the total units vested on August 15, 2027, in each case, for so long as the named executive officer continues to provide services to us or any of our subsidiaries on such date. For purposes of these Refresh Grants, the first quarterly vesting dates occur on each of February 15th, May 15th, August 15th, and November 15th. Upon vesting, the equity awards may be settled by issuing the number of shares of our Class A common stock that equal the number of units that have vested.

  111. March 2024 Equity Awards

    March 2024 Equity Awards Effective March 1, 2024, the compensation committee approved the grant to our executive officers, including our named executive officers who were employed by us in March 2024 (other than our Former CEO), of the second Fiscal 2024 bi-annual Refresh Grants in the form of RSU awards. The number of RSUs subject to each award was based on the immediately preceding 15-day volume weighted average price of our Class A common stock. The table set forth below indicates, for each of our named executive officers (other than our Former CEO), the value of his or her Refresh Grant (computed in accordance with FASB ASC Topic 718):

  112. March 2024 Equity Awards

    | NAMED EXECUTIVE OFFICER | RSU AWARD (GRANT DATE FAIR VALUE) ($) | RSU AWARD (NUMBER OF UNITS) (#) | | MS. CODDINGTON | $5,054,949 | 1,098,902 | | MS. COTTER | $4,549,451 | 989,011 | | MR. RENDICH | $4,549,451 | 989,011 |

  113. March 2024 Equity Awards

    These Refresh Grants vest over a four-year period, with 1/16th of the total number of units subject to the equity award vesting quarterly commencing on May 15, 2024, with 100% of the total units vested on February 15, 2028, in each case, for so long as the named executive officer continues to provide services to

  114. March 2024 Equity Awards

    | | 2024 PROXY STATEMENT | | | 57 |

  115. March 2024 Equity Awards

    us or any of our subsidiaries on such date. For purposes of these Refresh Grants, the first quarterly vesting dates occur on each of February 15th, May 15th, August 15th, and November 15th. Upon vesting, the equity awards may be settled by issuing the number of shares of our Class A common stock that equal the number of units that have vested.

  116. New Hire Equity Award for Mr. Caldwell

    New Hire Equity Award for Mr. Caldwell In November 2023, in connection with his appointment as our Chief Product Officer, Mr. Caldwell was granted an RSU award with a value equal to approximately $9,000,000 (the “Caldwell RSU Award”). The number of RSUs subject to the Caldwell RSU award was based on the immediately preceding 15-day volume weighted average price of our Class A common stock. The Caldwell RSU Award vests and will be settled over four years, with 1/4th of the units subject to the award vesting on November 1, 2024, the one-year anniversary of the date of grant of the award and thereafter as to 1/16th of the units subject to the award vesting on each quarterly vesting date of such award, subject to Mr. Caldwell’s continuous service to us through each vesting date. For purposes of the Caldwell RSU Award, the quarterly vesting dates are the first trading day on or after each of September 15th, December 15th, March 15th, and June 15th. Upon vesting, the Caldwell RSU award may be settled by issuing the number of shares of our Class A common stock that equal the number of units that have vested.

  117. Equity Awards for Interim Co-CEOs and Co-Presidents

    Equity Awards for Interim Co-CEOs and Co-Presidents In May 2024, in connection with their appointment as our Interim Co-CEOs, Ms. Boone and Mr. Bruzzo were each granted RSU awards with a value equal to approximately $450,000 (the “Interim Co-CEO RSU Awards”). The number of RSUs subject to the Interim Co-CEO RSU Awards were based on the immediately preceding 15-day volume weighted average price of our Class A common stock. The Interim Co-CEO RSU Awards vested and were settled in equal installments over a three-month period, with 1/3rd of the units subject to each award vesting on May 31, 2024, June 30, 2024, and July 31, 2024, based on each Interim Co-CEO’s continuous service to us through each vesting date. Upon vesting, the Interim Co-CEO RSU Awards were settled by issuing the number of shares of our Class A common stock that equal the number of units that have vested. The equity awards granted to our named executive officers during Fiscal 2024 are set forth in the “Fiscal 2024 Summary Compensation Table” and the “Fiscal 2024 Grants of Plan-Based Awards Table” below.

  118. PSU AWARDS BEGINNING IN FISCAL 2025

    PSU AWARDS BEGINNING IN FISCAL 2025 While Fiscal 2024 long-term incentive compensation was tied solely to restricted stock unit (“RSU”) awards, we have decided to move to a mix of RSU awards and PSU awards in Fiscal 2025. These PSU awards will be contingent on Free Cash Flow, a non-GAAP financial metric aligned with Peloton’s stockholders’ interest and internal financial goals. Additionally, we have made the decision to select a new peer benchmark set of companies for Fiscal 2025 that more closely aligns with our current cost structure, market capitalization, and growth profile for compensation purposes. The compensation committee, in consultation with the committee’s independent compensation consultant Compensia, developed a new, go-forward peer group for Fiscal 2025 that consists of relevant software, hardware and content companies that are similar to us in terms of revenue, market capitalization, and industry focus. We believe that the new peer group more closely aligns with our current business practices and growth forecasts and was used to prepare a competitive market analysis of our executive compensation program. An analysis by Compensia of the compensation practices at our new peer group was made available to the compensation committee to inform its decisions in September 2024 regarding Fiscal 2025 compensation of our executive officers, including our named executive officers, which will be

  119. PSU AWARDS BEGINNING IN FISCAL 2025

    | 58 | | | 2024 PROXY STATEMENT |

  120. PSU AWARDS BEGINNING IN FISCAL 2025

    described in our 2025 proxy statement, as applicable. The go-forward peer group for Fiscal 2025 is distinct from the peer group developed by the compensation committee in 2023 for purposes of making decisions about the Fiscal 2024 compensation of our executive officers, including our named executive officers, as described in this Proxy Statement. For additional detail regarding the peer group for Fiscal 2024, please refer to the “—Competitive Positioning for Fiscal 2024” section of this Proxy Statement, beginning on page 54 above. In evaluating and updating the companies comprising the compensation peer group for Fiscal 2025, the Compensation Committee, in collaboration with Compensia, considered the following primary criteria:

  121. PSU AWARDS BEGINNING IN FISCAL 2025

    | • | companies with a primary focus on hardware and software and companies with a strong consumer orientation and/or subscription model, with a secondary focus on consumer/entertainment companies; |

  122. PSU AWARDS BEGINNING IN FISCAL 2025

    | • | companies with similar revenues – within a range of approximately 0.5x to approximately 2.0x of our Fiscal 2024 revenues of approximately $2.7 billion; and |

  123. PSU AWARDS BEGINNING IN FISCAL 2025

    | • | companies with similar market capitalizations – within a range of approximately 0.3x to approximately 3.0x our 30-day average market capitalization of approximately $1.7 billion as of September 13, 2024; and companies with a similar cost model as a percent of revenue. |

  124. PSU AWARDS BEGINNING IN FISCAL 2025

    After a review of the compensation peer group companies, the compensation committee elected to make the following changes to our compensation peer group for Fiscal 2025 due primarily to changing revenue and market capitalization ranges:

  125. PSU AWARDS BEGINNING IN FISCAL 2025

    | • | Added: Alarm.com, Angi, Bumble, Corsair Gaming, Duolingo, fubo TV, Garmin, GoPro and Lyft; and |

  126. PSU AWARDS BEGINNING IN FISCAL 2025

    | • | Removed: Affirm Holdings, Box, DoorDash, Electronic Arts, GoDaddy, Okta, RingCentral, Splunk, Take-Two Interactive Software, Twilio and Zoom Video Communications. |

  127. PSU AWARDS BEGINNING IN FISCAL 2025

    The companies comprising the Fiscal 2025 compensation peer group are as follows:

  128. PSU AWARDS BEGINNING IN FISCAL 2025

    | ALARM.COM | DUOLINGO | MATCH GROUP | | ANGI | FUBO TV | PINTEREST | | BUMBLE | GARMIN | ROKU | | CORSAIR GAMING | GO PRO | SONOS | | DOCUSIGN | IAC | ZILLOW GROUP | | DROPBOX | LYFT | |

  129. POST-EMPLOYMENT COMPENSATION

    POST-EMPLOYMENT COMPENSATION Each of our named executive officers, with the exception of Ms. Boone and Mr. Bruzzo, our Interim Co-CEOs and Co-Presidents, has entered into a participation agreement under our Severance Plan, which provides certain protections in the event of their involuntary termination of employment under specified circumstances, including following a change in control of our Company. The provisions of the Severance Plan supersede the post-employment compensation provisions contained in our named executive officers’ employment offer letters. These arrangements provide reasonable compensation to a named executive officer if he or she leaves our employ under certain circumstances to facilitate their transition to new employment. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing named executive officer to execute (and not revoke) a general release of claims acceptable to us, and agreeing to be bound by certain restrictive covenants, as a condition to receiving post-employment compensation payments or benefits. We also believe that these arrangements help maintain our named executive officers’ continued focus and dedication to their assigned duties to maximize stockholder value if there is a potential transaction that could involve a change in control of our Company. In determining payment and benefit levels under the various circumstances triggering post-employment compensation provisions under the Severance Plan, the compensation committee has drawn a distinction between (i) voluntary terminations of employment without good reason or terminations of employment for cause and (ii) terminations of employment without cause or voluntary terminations of employment for good reason. Payment in the latter circumstances has been deemed appropriate in view of the benefit described

  130. POST-EMPLOYMENT COMPENSATION

    in the prior paragraph, as well as the likelihood that the named executive officer’s departure is due, at least in part, to circumstances not within his or her control. In contrast, we believe that payments are not appropriate in the event of a termination of employment for cause or a voluntary resignation without good reason because such events often reflect either performance challenges or an affirmative decision by the named executive officer to end his or her relationship without fault by our Company. All payments and benefits under the Severance Plan in the event of a change in control of our Company are payable only if there is a loss of employment by a named executive officer during the “change in control period” (a so-called “double-trigger” arrangement). Under their employment letters, the “change in control period” for Ms. Coddington includes the 120-day period immediately prior to a “change in control” (as defined in the Severance Plan), in addition to the 12-month period following a change in control of the Company (which period applies to all other participants in the Severance Plan). In the case of the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement to protect against the loss of retention value following a change in control of our Company and to avoid windfalls, both of which could occur if vesting of either equity or cash-based awards accelerated automatically as a result of the transaction. In the event of a change in control of our Company, to the extent Section 280G or 4999 of the Code is applicable to a named executive officer, such individual is entitled to receive either payment of the full amounts specified in the Severance Plan to which he or she is entitled or payment of such lesser amount that does not trigger the excise tax imposed by Section 4999, whichever results in him or her receiving the greatest after-tax amount. We believe that having in place reasonable and competitive post-employment compensation arrangements are essential to attracting and retaining highly-qualified executive officers. The compensation committee does not consider the specific amounts payable under the post-employment compensation arrangements when determining the annual compensation for our executive officers. We do believe, however, that these arrangements are necessary to offer compensation packages that are competitive. In connection with their departures, we entered into transition agreements with Messrs. McCarthy and Cortese, which are described as follows:

  131. McCarthy Transition Agreement

    McCarthy Transition Agreement In connection with the change in our Former CEO’s role and responsibilities with our Company, Mr. McCarthy entered into a Transition Agreement (the “McCarthy Transition Agreement”) with our Company, pursuant to which he transitioned to a non-executive advisory role to provide strategic advisory services to our Company from May 2, 2024 through December 31, 2024 (the “McCarthy Advisory Period End Date”) to facilitate a smooth and orderly transition of his responsibilities in his role as our CEO and President of our Company. Until the McCarthy Transition Date and thereafter, Mr. McCarthy agreed, among other things, to assist the Company, its affiliates, and its legal counsel concerning reasonable requests for information about the business of the Company or its affiliates or his involvement and participation therein. Pursuant to the McCarthy Transition Agreement and contingent on timely execution of a general release of claims in favor of our Company, Mr. McCarthy received $50,000 per month for the first three months of the advisory period and thereafter is to receive $5,000 per month for the remainder of the advisory period. In addition, Mr. McCarthy’s outstanding equity awards will continue to vest until the Advisory Period End Date and the related underlying agreements will be amended to provide that the applicable equity awards will remain exercisable through December 31, 2027. Mr. McCarthy also was granted a stock option with a fair market value of approximately $3,000,000 to purchase shares of the Company’s Class A common stock that vests in equal monthly installments through December 31, 2024, such that the stock option will fully vest on that date and be exercisable through December 31, 2027 (the “Advisor Award”). The initial portion of the award was granted on May 8, 2024 and the remaining $728,526 was granted on August 29, 2024 following the end of Fiscal 2024 due to an administrative error.

  132. McCarthy Transition Agreement

    Following his termination of employment (as described in the McCarthy Transition Agreement) and following the timely execution of a release of claims in favor of our Company as set forth in the McCarthy Transition Agreement, Mr. McCarthy will receive a cash payment in the amount of $1,250,000 and if Mr. McCarthy elects to participate in COBRA coverage, the Company will pay the cost of COBRA premiums for up to 12 months. On the McCarthy Advisory Period End Date, Mr. McCarthy also will receive one year of accelerated vesting on all outstanding stock options (other than the Advisor Award), which will remain exercisable until December 31, 2027. The McCarthy Transition Agreement also requires that Mr. McCarthy will be subject to certain restrictive covenants, including non-competition and non-solicitation covenants, for a one-year post-termination period.

  133. Cortese Transition Agreement

    Cortese Transition Agreement In connection with the change in our Former Chief Product Officer’s role and responsibilities with our Company, Mr. Cortese entered into the Cortese Transition Agreement with our Company, pursuant to which he agreed to resign his position as our Chief Product Officer effective October 31, 2023, remain with our Company as an “at will” employee, and transition to a non-executive officer advisory role with our Company through May 16, 2024 (the “Cortese Advisory Period”). During the Cortese Advisory Period, Mr. Cortese agreed to (i) cooperate reasonably with our Company in accomplishing a smooth and orderly transition of his prior responsibilities as Chief Product Officer to other employees of our Company and (ii) not engage in any other employment or consulting services (whether full-time or parttime) with another entity, except as otherwise agreed in advance with our CEOs. In consideration for his execution of a general release of claims in favor of our Company, and agreement to non-competition and non-solicitation covenants for a one-year post-termination period, Mr. Cortese continued to receive a base salary in the amount of $1,000,000 per year (pro-rated to reflect any partial year of employment), the outstanding RSU awards held by him as of October 31, 2023 continued to vest during the Cortese Advisory Period in accordance with their terms, and continued eligibility to participate in the benefit plans, programs, and arrangements maintained by our Company for the benefit of its similarly situated employees from time to time. During the Advisory Period, Mr. Cortese agreed to (i) cooperate reasonably with our Company in accomplishing a smooth and orderly transition of his prior responsibilities as Chief Product Officer to other employees of our Company and (ii) not engage in any other employment or consulting services (whether full-time or parttime) with another entity, except as otherwise agreed in advance with our CEOs. Following his separation for our Company upon the conclusion of the Cortese Advisory Period, Mr. Cortese was eligible to receive the non-change in control severance payments and benefits provided under the Severance Plan to which he was entitled for a termination of employment without “cause” as a “Tier 1” participant (as defined in the Severance Plan). In addition, Mr. Cortese agreed to forfeit vested and unvested stock options to purchase an aggregate of up to 1,164,159 shares of the Company’s Class A common stock, in each case granted to him after February 2019, and continued to hold stock options to purchase an aggregate of up to 2,228,536 shares of the Company’s Class B common stock, which were fully vested and in each case were granted to him prior to February 2019. For a summary of the material terms and conditions of the post-employment compensation arrangements we maintained with our named executive officers during Fiscal 2024, as well as an estimate of the potential payments and benefits that certain named executive officers would have been eligible to receive if a hypothetical change in control of our Company or other trigger event had occurred on June 30, 2024, see “Potential Payments Upon Termination or Change in Control” below.

  134. EQUITY AWARD GRANT POLICY

    EQUITY AWARD GRANT POLICY We maintain the following equity award grant policy:

  135. EQUITY AWARD GRANT POLICY

    | • | In the case of a grant of an equity award to a newly-hired employee, the effective date of the grant, or the grant date, will be the first day of the month (or if such date is not a trading day, on the next trading day) immediately following the date on which the compensation committee approves the grant, or such other date as approved by the compensation committee with the advice of legal counsel. All grants of equity awards are conditioned on the employee being an employee with us on the grant date. In addition, the vesting commencement date for any such new-hire equity award will be the newly-hired employee’s hire date. |

  136. EQUITY AWARD GRANT POLICY

    | • | In the case of an equity award granted for “refresh,” promotion, or other discretionary purposes, the effective date of the grant, or the grant date, will be the first day of the month (or if such date is not a trading day, on the next trading day) immediately following the date on which the compensation committee approves the grant. If such date falls within a trading blackout period, then the grant date will be on the next trading day immediately following the public dissemination of the information giving rise to the blackout period, or such other date as approved by the compensation committee with the advice of legal counsel. |

  137. EQUITY AWARD GRANT POLICY

    | • | The exercise price of any option to purchase shares of our Class A common stock or any stock appreciation right to purchase shares of our Class A common stock will be the closing market price of our Class A common stock on the grant date on the principal national securities exchange on which our Class A common stock is listed or admitted to trade. |

  138. EQUITY AWARD GRANT POLICY

    The compensation committee approves and grants annual long-term incentive awards at approximately the same time every year, with awards granted effective September 1 and March 1 in Fiscal 2024 and Fiscal 2023. Our long-term incentive compensation does not currently include regular stock option grants; in Fiscal 2024, such compensation consisted solely of RSUs. Outside of the annual grant cycle, we may make RSU, PSU or stock option awards in connection with a new hire package, retention grant or severance package. Equity awards, including stock options, are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of option or other equity grant dates.

  139. ACCOUNTING FOR STOCK-BASED COMPENSATION

    ACCOUNTING FOR STOCK-BASED COMPENSATION We follow FASB ASC Topic 718, Compensation—Stock Compensation, for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all stock-based payments made to our employees and the non-employee members of our Board, including options to purchase shares of our Class A common stock and RSU awards settled for shares of our Class A common stock, based on the grant date “fair value” of these awards. This calculation is performed for financial accounting purposes and reported in the compensation tables below, even though recipients may never realize any value from their awards. FASB ASC Topic 718 also requires us to recognize the compensation cost of our stock-based compensation awards in our statement of operations over the period that a recipient is required to render services in exchange for the stock option or other award.

  140. FISCAL 2024 SUMMARY COMPENSATION TABLE

    FISCAL 2024 SUMMARY COMPENSATION TABLE The following table provides information concerning compensation to each of our named executive officers for all services rendered in all capacities during the last three or fewer fiscal years during which such individuals were named executive officers.

  141. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)(1) | STOCK AWARDS ($)(2) | OPTION AWARDS ($)(2) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | KAREN BOONE Interim Co-Chief Executive Officer and President | 2024 | 276,923 | 471,834(3) | — | 448,114(4) | 1,196,870 | | CHRIS BRUZZO Interim Co-Chief Executive Officer and President | 2024 | 276,923 | 471,834(3) | — | 874,438(4) | 1,623,195 | | BARRY MCCARTHY Former Chief Executive Officer and President | 2024 | 1,150,000 | — | 8,351,910(8) | 13,800(5) | 9,515,710 | | | 2023 | 1,076,923 | — | — | 17,708 | 1,094,631 | | | 2022 | 357,692 | — | 167,628,328 | 87,400 | 168,073,420 | | ELIZABETH CODDINGTON Chief Financial Officer | 2024 | 1,000,000 | 10,294,949 | — | 13,800(5) | 11,308,749 | | | 2023 | 1,038,462 | — | — | 291,942 | 1,330,404 | | | 2022 | 19,231 | 3,435,223 | 4,500,002 | — | 7,954,456 | | JENNIFER COTTER Chief Content Officer | 2024 | 1,000,000 | 9,265,451 | — | 12,308(5) | 10,277,758 | | | 2023 | 947,115 | 7,894,582 | — | 41,858 | 8,883,556 | | ANDREW RENDICH Chief Supply Chain Officer | 2024 | 1,000,000 | 9,265,451 | — | 13,800(5) | 10,279,251 | | NICK CALDWELL Chief Product Officer | 2024 | 665,385 | 8,907,408 | — | 215,933(6) | 9,788,726 | | THOMAS CORTESE Former Chief Product Officer | 2024 | 880,769 | 6,164,505 | 5,380,344(9) | 1,081,119(7) | 13,506,737 | | | 2023 | 961,539 | 7,894,582 | — | 13,060 | 8,869,180 | | | 2022 | 580,769 | — | 13,970,569 | 18,648 | 14,569,986 |

  142. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (1) The amounts in the Salary column represent salary for the applicable year. Salary amounts for Ms. Boone, Mr. Bruzzo, Mr. Caldwell, Mr. McCarthy and Mr. Cortese have been prorated to reflect a partial year of service in Fiscal 2024. For additional information regarding the departures of Messrs. McCarthy and Cortese’s departure in Fiscal 2024, see “Compensation Discussion and Analysis.” |

  143. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (2) The amounts reported in the Stock Awards column represent the grant date fair value of the RSU and Stock Option awards granted to our named executive officers during Fiscal 2024 as computed in accordance with FASB Accounting Standards Codification Topic 718, or FASB ASC Topic 718. |

  144. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | 66 | | | 2024 PROXY STATEMENT |

  145. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | All amounts reported in these columns, including with respect to any incremental fair value, are non-cash amounts. The assumptions used in calculating the grant date fair value of the RSUs and Option award modifications reported in the Stock Awards and Option Awards columns are set forth in Note 15 of the notes to our consolidated financial statements included in our annual report on Form 10-K for the year ended June 30, 2024 filed with the SEC on August 22, 2024. These amounts do not reflect the actual economic value realized by our named executive officers, which will vary depending on the performance of our Class A common stock. For additional information, see “ —Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End Table.” |

  146. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (3) The amount reported reflects grants received as interim CEO. |

  147. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (4) The amount reported reflects grants received as a member of the Board. On May 2, 2024, Ms. Boone and Mr. Bruzzo were each appointed as an Interim Co-CEO and Co-President and ceased serving as non-employee directors on our Board. In connection with this appointment, each of Ms. Boone and Mr. Bruzzo agreed to forfeit any non-employee director awards that vest during her or his service as an officer of the Company. The grant date fair value of non-employee director awards forfeited in Fiscal 2024 was $45,049 for Ms. Boone and $33,933 for Mr. Bruzzo. Such forfeited amounts are reflected in the reported amount above. See “—Non-Employee Director Compensation” for additional compensation details for each of Ms. Boone and Mr. Bruzzo regarding compensation awarded in connection with their service as non-employee directors. |

  148. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (5) The amount reported reflects Section 401(k) Plan matching contributions. |

  149. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (6) The amount reported includes: (i) $18,800 for Section 401(k) Plan matching contributions, and (ii) $197,133 for relocation benefits in connection with Mr. Caldwell’s relocation to New York as part of his new hire arrangements, $75,031 of which was a tax gross-up payment by the Company to cover the taxes owed by Mr. Caldwell in connection with the relocation benefit. |

  150. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (7) The amount reported includes: (i) $13,631 for Section 401(k) Plan matching contributions, (ii) $1,067,198 for base salary continuation and Company-paid health continuation benefits pursuant to the Severance Plan in accordance with Mr. Cortese’s termination of employment, including tax gross-up payments by the Company to cover the taxes owed by Mr. Cortese in connection with the Company’s provision of paid health continuation benefits in the amount of $34,304, and (iii) $290 in personal charges deemed non-reimbursable. |

  151. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (8) Mr. McCarthy received a stock option award with a fair value of $3,000,000 in connection with his termination of employment pursuant to the McCarthy Transition Agreement; the initial portion of the award was granted on May 8, 2024 and the remaining $728,526 was granted on August 29, 2024 following the end of Fiscal 2024 due to an administrative error. The amount reported in the Option Awards column for Mr. McCarthy in Fiscal 2024 reflects $5,351,910 in incremental fair value of award modifications to all of Mr. McCarthy’s outstanding stock options deemed to have occurred in connection with his termination of employment pursuant to the McCarthy Transition Agreement, as computed in accordance with FASB ASC Topic 718, which extended the exercise period of certain stock options though December 31, 2027 and provided for continued vesting of certain stock options. There was no incremental fair value associated with the accelerated vesting of Mr. McCarthy’s options that occurred in connection with his termination of employment. |

  152. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (9) The amount reported in the Stock Awards and the Option Awards columns for Mr. Cortese in Fiscal 2024 reflects $1,448,505 in incremental fair value of award modifications to all of Mr. Cortese’s outstanding RSUs and $5,380,344 in incremental fair value of award modifications to all of Mr. Cortese’s outstanding stock options deemed to have occurred in connection with his termination of employment pursuant to the Cortese Transition Agreement, as computed in accordance with FASB ASC Topic 718, which extended the exercise period of certain stock options through May 16, 2027 and provided for continued vesting of certain RSUs and stock options. There was no incremental fair value associated with the accelerated vesting of Mr. Cortese’s RSUs or options that occurred in connection with his termination of employment. |

  153. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | | 2024 PROXY STATEMENT | | | 67 |

  154. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE The following table provides information concerning each grant of an award made in Fiscal 2024 for each of our named executive officers under any compensation plan. This information supplements the information about these awards set forth in the Fiscal 2024 Summary Compensation Table.

  155. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | NAME | TYPE OF AWARD | GRANT DATE | APPROVAL DATE | ALL OTHER STOCK AWARDS: NUMBER OF STOCK OR UNITS (#) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(2) | | KAREN BOONE | RSU (1)(3) | 12/7/2023 | 2/27/2023 | 57,018 | 338,687 | | | RSU(1)(3) | 12/7/2023 | 2/27/2023 | 18,422 | 109,427 | | | RSU(1)(4) | 5/16/2024 | 5/16/2024 | 121,294 | 471,834 | | CHRIS BRUZZO | RSU(1)(5) | 12/19/2023 | 12/18/2023 | 83,893 | 536,915 | | | RSU(1)(3) | 12/19/2023 | 12/18/2023 | 52,738 | 337,523 | | | RSU(1)(4) | 5/16/2024 | 5/16/2024 | 121,294 | 471,834 | | BARRY MCCARTHY | Options(6)(7) | 5/8/2024 | 5/8/2024 | 922,816 | 3,000,000 | | | —(10) | — | | — | 5,351,910 | | ELIZABETH CODDINGTON | RSU(1)(8) | 9/1/2023 | 8/28/2023 | 800,000 | 5,240,000 | | | RSU(1)(8) | 3/1/2024 | 3/1/2024 | 1,098,902 | 5,054,949 | | JENNIFER COTTER | RSU(1)(8) | 9/1/2023 | 8/28/2023 | 720,000 | 4,716,000 | | | RSU(1)(8) | 3/1/2024 | 3/1/2024 | 989,011 | 4,549,451 | | ANDREW RENDICH | RSU(1)(8) | 9/1/2023 | 8/28/2023 | 720,000 | 4,716,000 | | | RSU(1)(8) | 3/1/2024 | 3/1/2024 | 989,011 | 4,549,451 | | NICK CALDWELL | RSU(1)(9) | 11/1/2023 | 10/24/2023 | 1,851,852 | 8,907,408 | | THOMAS CORTESE | RSU(1)(8) | 9/1/2023 | 8/28/2023 | 720,000 | 4,716,000 | | | —(11) | — | | — | 6,828,849 |

  156. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | (1) There are no threshold, target, or maximum equity amounts for performance for the RSUs granted in Fiscal 2024. The RSUs granted in Fiscal 2024 have no exercise price. |

  157. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | (2) Except as noted, the amounts reported in the Grant Date Fair Value of Stock and Option Awards column represent the grant date fair value of the RSUs granted to our named executive officers during Fiscal 2024 as computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSUs reported in the column are set forth in Note 15 to the consolidated financial statements included in our annual report on Form 10-K for the fiscal year ended June 30, 2024, filed with the SEC on August 22, 2024. Note that the amounts reported in this column reflect the accounting cost for these RSUs and do not correspond to the actual economic value that may be received by our named executive officers from the RSUs. |

  158. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | (3) This award relates to service as a non-employee director, and it vests as to 1/4th of the total shares quarterly on each of March 7, 2024, June 7, 2024 and September 7, 2024, with the final 1/4th vesting on the earlier of (i) December 7, 2024 and (ii) the 2024 annual stockholders meeting, in each case subject to continued service. On May 2, 2024, Ms. Boone and Mr. Bruzzo were each appointed as an Interim Co-CEO and Co-President and ceased serving as non-employee directors on our Board. In connection with this appointment, each of Ms. Boone and Mr. Bruzzo agreed to forfeit any non-employee director awards that vest during her or his service as an officer of the Company. The grant date fair value of non-employee director awards forfeited in Fiscal 2024 was $45,049 for Ms. Boone and $33,933 for Mr. Bruzzo. Such forfeited amounts are reflected in the reported amount above. See “—Non-Employee Director Compensation” for additional compensation details for each of Ms. Boone and Mr. Bruzzo regarding compensation awarded in connection with their service as non-employee directors. |

  159. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | (4) Vests as to 1/3rd of the total shares on each of May 31, 2024, June 30, 2024 and July 31, 2024, in each case subject to continued service. In May 2024, in connection with their appointment as our Interim Co-CEOs, Ms. Boone and Mr. Bruzzo were each granted RSU awards with a value equal to approximately $450,000. The number of RSUs subject to these awards was based on the immediately preceding 15-day volume weighted average price of our Class A common stock. As required by SEC rules, this amount represents the FASB ASC Topic 718 value of Ms. Boone’s and Mr. Bruzzo’s RSU awards. This value is calculated based on the value of our Class A common stock on the actual grant date. |

  160. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | (5) This award relates to service as a new non-employee director, and it vests 1/3rd per year of the total number of shares on each annual anniversary of December 19, 2023, in each case subject to continued service. On May 2, 2024, Mr. Bruzzo was appointed as |

  161. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | 68 | | | 2024 PROXY STATEMENT |

  162. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | an Interim Co-CEO and Co-President and ceased serving as non-employee director on our Board. In connection with his appointment, Mr. Bruzzo agreed to forfeit any non-employee director awards that vest during his service as an officer of the Company. See “—Non-Employee Director Compensation” for additional compensation details for Mr. Bruzzo regarding compensation awarded in connection with his service as a non-employee director. |

  163. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | (6) Vests as to 1/8th of the total shares at the end of each month commencing May 31, 2024 and ending December 31, 2024. |

  164. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | (7) Mr. McCarthy received a stock option award with a fair value of $3 million in connection with his termination of employment pursuant to the McCarthy Transition Agreement; the initial portion of the award was granted on May 8, 2024 and the remaining $728,526 was granted on August 29, 2024 following the end of Fiscal 2024 due to an administrative error. |

  165. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | (8) Vests quarterly at the rate of 1/16th of the shares of our Class A common stock underlying the RSUs following the vesting commencement date, in each case subject to continued service. The RSUs are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.” |

  166. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | (9) Vests as to 1/4th of the shares of our Class A common stock underlying the RSUs on the 1-year anniversary on November 1, 2024, the one-year anniversary date of the grant of the award, and at the rate of 1/16th of the RSUs quarterly thereafter commencing December 15, 2024, in each case subject to continued service. The RSU awards are subject to acceleration upon certain events described in “—Potential Payments upon Termination or Change in Control.” Mr. Caldwell’s offer letter provided that he would be granted an equity award valued at $9,000,000 on the date of grant. As part of our customary practice, the number of RSUs subject to this award was calculated based on the 15-day volume weighted average price of our Class A common stock preceding the effective date of the award (November 1, 2023). As required by SEC rules, this amount represents the FASB ASC Topic 718 value of Mr. Caldwell’s RSU award. This value is calculated based on the value of our Class A common stock on the actual grant date. |

  167. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | (10) The amount reported in the Stock Awards and the Option Awards columns for Mr. McCarthy in Fiscal 2024 reflects $5,351,910 in incremental fair value of award modifications to all of Mr. McCarthy’s outstanding stock options deemed to have occurred in connection with his termination of employment pursuant to the McCarthy Transition Agreement, as computed in accordance with FASB ASC Topic 718, which extended the exercise period of certain stock options though December 31, 2027 and provided for continued vesting of certain stock options. There was no incremental fair value associated with the accelerated vesting of Mr. McCarthy’s options that occurred in connection with his termination of employment. |

  168. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | (11) The amount reported in the Stock Awards and the Option Awards columns for Mr. Cortese in Fiscal 2024 reflects $1,448,505 in incremental fair value of award modifications to all of Mr. Cortese’s outstanding RSUs and $5,380,344 in incremental fair value of award modifications to all of Mr. Cortese’s outstanding stock options deemed to have occurred in connection with his termination of employment pursuant to the Cortese Transition Agreement, as computed in accordance with FASB ASC Topic 718, which extended the exercise period of certain stock options through May 16, 2027 and provided for continued vesting of certain RSUs and stock options. There was no incremental fair value associated with the accelerated vesting of Mr. Cortese’s RSUs or options that occurred in connection with his termination of employment. |

  169. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | | 2024 PROXY STATEMENT | | | 69 |

  170. FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE The following table presents, for each of the named executive officers, information regarding outstanding Option and RSU awards held as of June 30, 2024.

  171. FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | | | OPTION AWARDS(1) | | | | STOCK AWARDS(1) | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(2) | | KAREN BOONE | 4/25/2019(3) | 450,000 | — | 8.82 | 1/16/2029 | — | — | | | 12/7/2021(3) | 15,438 | — | 41.78 | 12/6/2031 | — | — | | | 12/9/2020(3) | 5,698 | — | 110.79 | 12/8/2030 | — | — | | | 3/1/2021(3) | 1,183 | — | 123.81 | 2/28/2031 | — | — | | | 12/7/2023(4) | — | — | — | — | 37,720 | 127,494 | | | 5/16/2024(5) | — | — | — | — | 40,431 | 136,657 | | CHRIS BRUZZO | 12/19/2023(6) | — | — | — | — | 83,893 | 283,558 | | | 12/19/2023(4) | — | — | — | — | 26,369 | 89,127 | | | 5/16/2024(5) | — | — | — | — | 40,431 | 136,657 | | BARRY MCCARTHY | 2/9/2022(7) | 4,666,667 | 3,333,333 | 38.77 | 2/8/2032 | — | — | | | 5/8/2024(8) | 230,704 | 692,112 | 3.94 | 12/31/2027 | — | — | | ELIZABETH CODDINGTON | 6/13/2022(9) | 319,350 | 319,349 | 9.84 | 6/12/2032 | — | — | | | 6/13/2022(9) | — | — | — | — | 174,554 | 589,993 | | | 9/1/2023(10) | — | — | — | — | 650,000 | 2,197,000 | | | 3/1/2024(10) | — | — | — | — | 1,030,221 | 3,482,147 | | JENNIFER COTTER | 6/13/2019(3) | 159,604 | — | 14.59 | 6/13/2029 | — | — | | | 2/28/2020(3) | 184,000 | — | 26.69 | 2/27/2030 | — | — | | | 9/16/2020(10) | 75,102 | 5,007 | 82.59 | 9/15/2030 | — | — | | | 9/1/2021(10) | 23,209 | 10,550 | 100.04 | 8/31/2031 | — | — | | | 9/1/2021(10) | 8,431 | 766 | 100.04 | 8/31/2031 | — | — | | | 3/1/2021(10) | 41,038 | 9,470 | 123.81 | 2/28/2031 | — | — | | | 9/1/2021(10) | — | — | — | — | 4,326 | 14,622 | | | 3/1/2022(10) | — | — | — | — | 32,255 | 109,022 | | | 3/1/2022(10) | — | — | — | — | 32,255 | 109,022 | | | 9/1/2022(10) | — | — | — | — | 141,569 | 478,503 | | | 9/1/2022(10) | — | — | — | — | 126,185 | 426,505 | | | 3/1/2023(10) | — | — | — | — | 162,981 | 550,876 | | | 9/1/2023(10) | — | — | — | — | 585,000 | 1,977,300 | | | 3/1/2024(10) | — | — | — | — | 927,198 | 3,133,929 |

  172. FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | 70 | | | 2024 PROXY STATEMENT |

  173. FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | | | OPTION AWARDS(1) | | | | STOCK AWARDS(1) | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(2) | | ANDREW RENDICH | 5/2/2022(9) | 103,214 | 103,214 | 18.73 | 5/1/2032 | — | — | | | 5/2/2022(9) | — | — | — | — | 63,716 | 215,360 | | | 9/1/2022(10) | — | — | — | — | 129,772 | 438,629 | | | 9/1/2022(10) | — | — | — | — | 146,146 | 493,973 | | | 3/1/2023(10) | — | — | — | — | 134,756 | 455,475 | | | 9/1/2023(10) | — | — | — | — | 585,000 | 1,977,300 | | | 3/1/2024(10) | — | — | — | — | 927,198 | 3,133,929 | | NICK CALDWELL | 11/1/2023(9) | — | — | — | — | 1,851,852 | 6,259,260 | | THOMAS CORTESE | 10/13/2017(3) | 200,000 | — | 2.89 | 5/16/2027 | — | — | | | 4/2/2018(3) | 400,000 | — | 3.28 | 5/16/2027 | — | — | | | 1/17/2019(3) | 1,500,000 | — | 8.82 | 5/16/2027 | — | — |

  174. FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (1) The outstanding Option and RSU awards granted on or after February 28, 2020, were granted under the 2019 Plan and are for shares of Class A common stock. All other outstanding Option awards were granted under the 2015 Plan and are for shares of Class B common stock. |

  175. FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (2) Market value based on $3.38 per share, which was the closing market price of our Class A common stock on June 28, 2024. |

  176. FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (3) The Option is 100% vested and exercisable. |

  177. FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (4) Vests as to 1/4th of the total shares of our Class A common stock quarterly on each of March 7, 2024, June 7, 2024 and September 7, 2024, with the final 1/4th vesting on the earlier of (i) December 7, 2024 and (ii) the 2024 annual stockholders meeting, in each case subject to continued service. On May 2, 2024, Ms. Boone and Mr. Bruzzo were each appointed as an Interim Co-CEO and Co-President and ceased serving as non-employee directors on our Board. In connection with this appointment, each of Ms. Boone and Mr. Bruzzo agreed to forfeit any non-employee director awards that vest during her or his service as an officer of the Company. The grant date fair value of non-employee director awards forfeited in Fiscal 2024 was $45,049 for Ms. Boone and $33,933 for Mr. Bruzzo. Such forfeited amounts are reflected in the reported amount above. See “—Non-Employee Director Compensation” for additional compensation details for each of Ms. Boone and Mr. Bruzzo regarding compensation awarded in connection with their service as non-employee directors. |

  178. FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (5) Vests as to one-third of the total shares of our Class A common stock on each of May 31, 2024, June 30, 2024 and July 31, 2024, in each case subject to continued service. |

  179. FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (6) Vests one-third per year of the total shares of our Class A common stock on each annual anniversary of December 19, 2023, in each case subject to continued service. |

  180. FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (7) Vests monthly at the rate of 1/48th of our Class A common stock underlying the Option award following the grant date, in each case subject to continued service. |

  181. FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (8) Vests monthly at the rate of 1/8th of the total shares of our Class A common stock underlying the Option award following the grant date, commencing May 31, 2024 and ending December 31, 2024, in each case subject to continued service. |

  182. FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (9) Vests with respect to 1/4th of our Class A common stock underlying the Option or RSU award on the one-year anniversary of the grant date, and as to 1/16th of our Class A common stock underlying the Option or RSU award quarterly thereafter, in each case subject to continued service. The Option and RSU awards are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.” |

  183. FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (10) Vests quarterly at the rate of 1/16th of our Class A common stock underlying the Option or RSU award following the grant date, in each case subject to continued service. The Option and RSU awards are subject to acceleration upon certain events as described in “ —Potential Payments upon Termination or Change in Control.” |

  184. FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | | 2024 PROXY STATEMENT | | | 71 |

  185. FISCAL 2024 STOCK OPTION EXERCISES AND STOCK VESTED TABLE

    FISCAL 2024 STOCK OPTION EXERCISES AND STOCK VESTED TABLE The following table presents, for each of our named executive officers, information regarding shares of our common stock acquired upon the exercise of Option awards, and shares of common stock subject to RSU awards that vested, in each case during fiscal year ended June 30, 2024.

  186. FISCAL 2024 STOCK OPTION EXERCISES AND STOCK VESTED TABLE

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($)(1)(2) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(3) | | KAREN BOONE | — | — | 129,465 | 522,805 | | CHRIS BRUZZO | — | — | 101,930 | 372,273 | | BARRY MCCARTHY | — | — | — | — | | ELIZABETH CODDINGTON | — | — | 305,958 | 1,414,117 | | JENNIFER COTTER | — | — | 415,403 | 2,082,571 | | ANDREW RENDICH | — | — | 400,304 | 2,000,541 | | NICK CALDWELL | — | — | — | — | | THOMAS CORTESE | 128,536 | 391,071 | 671,535 | 3,005,595 |

  187. FISCAL 2024 STOCK OPTION EXERCISES AND STOCK VESTED TABLE

    | (1) These values assume that the fair market value of the Class B common stock underlying certain of the Option awards, which is not listed or approved for trading on or with any securities exchange or association, is equal to the fair market value of our Class A common stock. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder or upon certain transfers of such shares. |

  188. FISCAL 2024 STOCK OPTION EXERCISES AND STOCK VESTED TABLE

    | (2) The aggregate value realized upon the exercise of an Option award represents the difference between the aggregate market price of the shares of our Class B common stock, assumed to be equal to our Class A common stock as described in footnote (1) above, on the date of exercise and the aggregate exercise price of the stock option. In each case, the value realized is before payment of any applicable taxes and brokerage commissions, if any. |

  189. FISCAL 2024 STOCK OPTION EXERCISES AND STOCK VESTED TABLE

    | (3) The aggregate value realized upon the vesting of a RSU award is the closing price on the vesting date. In each case, the value realized is before payment of any applicable taxes and brokerage commissions, if any. |

  190. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  191. Potential Payments upon Termination or Change in Control Table

    Potential Payments upon Termination or Change in Control Table The following table provides information concerning the estimated, or, in certain cases as noted, actual payments and benefits that would be provided in the circumstances described above for each of our named executive officers (except as noted). There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, or if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.

  192. Potential Payments upon Termination or Change in Control Table

    | | UPON QUALIFYING TERMINATION NO CHANGE IN CONTROL | | | | UPON QUALIFYING TERMINATION CHANGE IN CONTROL | | | | | NAME(1) | CASH SEVERANCE ($) | CONTINUATION OF MEDICAL BENEFITS ($)(2) | VALUE OF ACCELERATED VESTING ($)(3) | TOTAL ($) | CASH SEVERANCE ($) | CONTINUATION OF MEDICAL BENEFITS ($)(4) | VALUE OF ACCELERATED VESTING ($)(3) | TOTAL ($) | | KAREN BOONE | — | — | — | — | — | — | — | — | | CHRIS BRUZZO | — | — | — | — | — | — | — | — | | BARRY MCCARTHY | 1,250,000 | 50,348 | — | 1,300,348 | — | — | — | — | | ELIZABETH CODDINGTON | 1,000,000 | — | 1,899,570 | 2,899,570 | 1,500,000 | — | 6,269,140 | 7,769,140 | | JENNIFER COTTER | 1,000,000 | 19,228 | 2,182,959 | 3,202,188 | 1,500,000 | 28,842 | 6,799,779 | 8,328,621 | | ANDREW RENDICH | 1,000,000 | 31,184 | 2,131,915 | 3,163,099 | 1,500,000 | 46,775 | 6,714,667 | 8,261,443 | | NICK CALDWELL | 1,000,000 | 8,532 | 2,738,425 | 3,746,957 | 1,500,000 | 12,798 | 6,259,260 | 7,772,058 | | THOMAS CORTESE | 1,000,000 | 67,198 | — | 1,067,198 | — | — | — | — |

  193. Potential Payments upon Termination or Change in Control Table

    | (1) The severance payments and benefits set forth in the table above with respect to Mr. Cortese reflect the severance payments and benefits actually received by Mr. Cortese upon his termination of employment prior to the end of Fiscal 2024. The severance payments and benefits set forth in the table above with respect to Mr. McCarthy reflect the severance payments and benefits that Mr. McCarthy received or will receive in connection with his removal as President and CEO in May 2024, as described in further detail in the section titled “—Separation Arrangements with Named Executive Officers—Barry McCarthy.” The severance payments and benefits set forth in the table above with respect to all other named executive officers reflect the estimated payments and benefits assuming the applicable triggering event took place on June 30, 2024. Ms. Boone and Mr. Bruzzo are not eligible to participate in the plan per the terms of their Offer Letters with the Company and as described in the section titled “—Post-Employment Compensation.” |

  194. Potential Payments upon Termination or Change in Control Table

    | (2) The amounts reported include Company-paid health continuation benefits during the applicable severance period pursuant to the Severance Plan and tax gross-up payments by the Company to cover the taxes owed by the named executive officer in connection with the Company’s provision of such benefits. For Mr. McCarthy, such tax gross-up payment is $20,819; for Ms. Cotter, $19,228; for Mr. Rendich, $31,184; for Mr. Caldwell, $8,532; and for Mr. Cortese, $34,304. |

  195. Potential Payments upon Termination or Change in Control Table

    | (3) The value of accelerated vesting is calculated based on the per share closing price of our Class A common stock as of June 30, 2024 ($3.38) less, if applicable, the exercise price of each outstanding Option. |

  196. Potential Payments upon Termination or Change in Control Table

    | (4) The amounts reported include Company-paid health continuation benefits during the applicable severance period pursuant to the Severance Plan and tax gross-up payments by the Company to cover the taxes owed by the named executive officer in connection with the Company’s provision of such benefits. For Ms. Cotter, $28,842; for Mr. Rendich, $46,775; and for Mr. Caldwell, $12,798. |

  197. CEO PAY RATIO DISCLOSURE

    CEO PAY RATIO DISCLOSURE As required by Item 402(u) of Regulation S-K, we are providing the ratio of our median employee’s annual total compensation (the median of the total compensation of all our employees, excluding our Principal Executive Officers) to the annual total compensation of each of our Principal Executive Officers. As set forth in the Summary Compensation Table, the total annual compensation was $1,196,870 for Ms. Boone and $1,623,195 for Mr. Bruzzo, our Interim Co-Chief Executive Officers and Presidents on June 30, 2024. Because Ms. Boone and Mr. Bruzzo only served as our Interim Co-Chief Executive Officers and Presidents from May 2, 2024 until June 30, 2024 in Fiscal 2024, we made annualizing adjustments to their compensation for Fiscal 2024 for purposes of calculating the CEO pay ratios, as required by Item 402(u). We annualized the amounts set forth in the Salary and Stock Awards columns of the Summary Compensation Table for each of Ms. Boone and Mr. Bruzzo and then added to such annualized amounts the amounts in the All Other Compensation column. Because the amounts in the All Other Compensation column reflect grants received by Ms. Boone and Mr. Bruzzo as members of the Board, we did not annualize these amounts. As noted above, the amounts in the Stock Awards column for Ms. Boone and Mr. Bruzzo reflect a one time grant of RSU awards in connection with their appointment as Interim Co-Chief Executive Officers and Presidents. Ms. Boone’s and Mr. Bruzzo’s annualized total compensation for Fiscal 2024 for purposes of calculating the CEO pay ratios is $5,003,052 and $5,429,376, respectively. Our median employee’s annual total compensation was $174,504 for Fiscal 2024, resulting in a CEO pay ratio of 29:1, in the case of Ms. Boone, and 31:1, in the case of Mr. Bruzzo. Our determination of which employee was the median employee was based on compensation data for all worldwide employees, whether full-time, part-time, or seasonal, excluding our Co-Chief Executive Officers and Presidents, as of June 30, 2024 (the determination date).

  198. CEO PAY RATIO DISCLOSURE

    | | 2024 PROXY STATEMENT | | | 77 |

  199. CEO PAY RATIO DISCLOSURE

    To identify the median employee, we utilized a consistently applied compensation measure consisting of base salary (annualized for all employees who commenced work during the 12-month period preceding the determination date to reflect a full year), annual bonus or commission at targets, if any, and the grant date value of equity awards for the twelve-month period from July 1, 2023 through June 30, 2024. For administrative convenience, the measure used for Fiscal 2024 was changed from that used for Fiscal 2023 to reflect target amounts rather than actual amounts paid. Exchange rates were applied as of the determination date to convert all non-U.S. currencies into U.S. dollars. No cost-of-living adjustments were made. Using this foregoing approach, we identified the individual at the median of our employee population, who is a full-time employee based in the United States. We then calculated the Fiscal 2024 annual total compensation for this individual using the same methodology we use for our named executive officers as set forth in our Fiscal 2024 Summary Compensation Table. This pay ratio represents our reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K and applicable guidance, which provide significant flexibility in how companies identify the median employee. Each company may use a different methodology and make different assumptions particular to that company. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different estimates, assumptions, and methodologies in calculating their own pay ratios. Our compensation and benefits philosophy and the overall structure of our compensation and benefit programs aim to ensure that the pay of every employee appropriately reflects the level of their job impact and responsibilities and is competitive within our market.

  200. CEO PAY RATIO DISCLOSURE

    | 78 | | | 2024 PROXY STATEMENT |

  201. CEO PAY RATIO DISCLOSURE

    | PELOTON INTERACTIVE, INC. PAY VERSUS PERFORMANCE |

  202. CEO PAY RATIO DISCLOSURE

    In the below Pay Versus Performance Table, we provide information about the compensation of our named executive officers (“NEOs”) and the results of certain financial performance measures for each of the last four fiscal years. The amounts shown below are calculated in accordance with Rule 402(v) of Regulation S-K (the “PVP Rules”). For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, refer to our CD&A. Although the PVP Rules require us to disclose “compensation actually paid,” these amounts do not necessarily reflect compensation that our NEOs actually earned in the fiscal years shown. Instead, “compensation actually paid” reflects a calculation computed in accordance with the PVP Rules, including adjustments of the values of unvested and vested equity awards based on either their year-end or vesting date stock prices and various accounting valuation assumptions. “Compensation actually paid” generally fluctuates due to stock price performance. We have not included a company-selected performance measure in our Pay Versus Performance Table or provided a tabular list of financial performance measures as described in Item 402(v)(6) of Regulation S-K because we have not historically granted performance-based equity awards and generally do not maintain an annual short-term incentive compensation plan.

  203. CEO PAY RATIO DISCLOSURE

    | PAY VERSUS PERFORMANCE | | | | | | | | | | | | | | | | | | | YEAR (1) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO (BOONE) (2) | COMPENSATION ACTUALLY PAID TO PEO (BOONE) (3) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO (BRUZZO) (2) | COMPENSATION ACTUALLY PAID TO PEO (BRUZZO) (3) | SUMMARY COMPENSATION TABLE TOTAL FOR FORMER PEO (MCCARTHY) (2) | COMPENSATION ACTUALLY PAID TO FORMER PEO (MCCARTHY) (3) | | SUMMARY COMPENSATION TABLE TOTAL FOR FORMER PEO (FOLEY) (2) | COMPENSATION ACTUALLY PAID TO FORMER PEO (FOLEY) (3) | | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS (2) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS (4) | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | | | | | | | | | | | | | | | TOTAL SHAREHOLDER RETURN (5) | PEER GROUP TOTAL SHAREHOLDER RETURN (6) | NET INCOME (7) | | | 2024 | $1,196,870 | $921,875 | $1,623,195 | $1,158,539 | $9,515,710 | ($ | 3,113,401) | N/A | | N/A | $11,032,244 | | 4,093,377 | $6 | $243 | ($ | 551,900,000) | | 2023 | N/A | N/A | N/A | N/A | $1,094,631 | ($ | 6,088,273) | N/A | | N/A | $13,786,240 | | 4,246,646 | $13 | $168 | ($ | 1,261,700,000) | | 2022 | N/A | N/A | N/A | N/A | $168,073,420 | | 32,829,750 | $16,091,152 | ($ | 178,221,274) | $13,065,720 | ($ | 80,153,488) | $16 | $123 | ($ | 2,827,700,000) | | 2021 | N/A | N/A | N/A | N/A | N/A | | N/A | $17,800,028 | | 240,323,250 | $9,702,663 | | 153,043,140 | $215 | $150 | ($ | 189,000,000) |

  204. CEO PAY RATIO DISCLOSURE

    | (1) Karen Boone and Chris Bruzzo served as the Company’s Co-Principal Executive Officers (our “Co-PEOs”) from May 2, 2024 to the end of Fiscal 2024. Barry McCarthy served as the Company’s PEO from February 9, 2022 to May 2, 2024. John Foley served as the Company’s PEO for the entirety of Fiscal 2021 and during Fiscal 2022 to February 9, 2022 (together with Mr. McCarthy, our “Former PEOs”). |

  205. CEO PAY RATIO DISCLOSURE

    The Company’s “Non-PEO NEOs” for the indicated fiscal years were as follows:

  206. CEO PAY RATIO DISCLOSURE

    | • | 2024: Elizabeth Coddington, Jen Cotter, Andrew Rendich, Nick Caldwell and Thomas Cortese |

  207. CEO PAY RATIO DISCLOSURE

    | • | 2023: Elizabeth Coddington, Leslie Berland, Jen Cotter, Thomas Cortese and John Foley |

  208. CEO PAY RATIO DISCLOSURE

    | • | 2022: Jill Woodworth, Elizabeth Coddington, William Lynch, Thomas Cortese, Hisao Kushi and Kevin Cornils |

  209. CEO PAY RATIO DISCLOSURE

    | • | 2021: Jill Woodworth, William Lynch, Thomas Cortese and Hisao Kushi |

  210. CEO PAY RATIO DISCLOSURE

    | (2) Amounts reported in these columns represent the total compensation reported in the Summary Compensation Table for the indicated fiscal year in the case of (i) our Co-PEOs, (ii) our Former PEOs and (iii) the average for the applicable Non-PEO NEOs. |

  211. CEO PAY RATIO DISCLOSURE

    | (3) Amounts reported in these columns represent the compensation actually paid to (i) our Co-PEOs and (ii) our Former PEOs for the indicated fiscal year, as calculated under the PVP Rules. The table below reconciles total compensation as reported in the Summary Compensation Table with compensation actually paid for Fiscal 2024. Information for Fiscal 2021 to Fiscal 2023 is included in our proxy statement covering Fiscal 2023 filed with the SEC on October 26, 2023. |

  212. CEO PAY RATIO DISCLOSURE

    | | 2024 PROXY STATEMENT | | | 79 |

  213. CEO PAY RATIO DISCLOSURE

    | | | PEO (KAREN BOONE) | | PEO (CHRIS BRUZZO) | | FORMER PEO (BARRY MCCARTHY) | | | | | 2024 | | 2024 | | 2024 | | | | Summary Compensation Table—Total Compensation | | 1,196,870 | | 1,623,195 | | 9,515,710 | | – | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | ($ | 919,947) | ($ | 1,346,272) | ($ | 8,351,910) | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | | 264,150 | | 509,342 | | 1,399,554 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | | 0 | | 0 | ($ | 5,637,632) | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | | 410,347 | | 372,273 | | 493,390 | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | ($ | 29,546) | | 0 | ($ | 532,514) | | – | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | 0 | | 0 | | 0 | | = | Compensation Actually Paid | | 921,875 | | 1,158,539 | ($ | 3,113,401) |

  214. CEO PAY RATIO DISCLOSURE

    For purposes of calculating compensation actually paid, compensation related to equity awards was remeasured. For RSUs, the fair values and the change in fair values were determined by the closing price of our common stock at each applicable year-end date or, in the case of vested awards, the closing price on the vesting date. For stock options, a Black-Scholes-Merton option valuation model (“BSM model”) was used as of the applicable year-end date or, in the case of vested options, the vesting date. The BSM model requires us to make assumptions and judgments regarding the variables used in the calculation, including the expected remaining term, expected volatility and the expected risk-free rate. The valuation assumptions used to calculate the fair value of equity awards were methodologically consistent with those used to calculate the grant date fair value of such awards. For our Co-PEOs, the Fiscal 2024 equity awards include awards granted for interim Co-PEO service plus prior awards granted for non-employee Director service. The non-employee Director awards, which are reported in the All Other Compensation column of the Summary Compensation Table, are included with the interim Co-PEO awards for purposes of calculating compensation actually paid.

  215. CEO PAY RATIO DISCLOSURE

    | (4) Amounts reported are the “compensation actually paid” to the Non-PEO NEOs in the indicated fiscal year, as computed in accordance with the PVP Rules. The table below reconciles total compensation as reported in the Summary Compensation Table with compensation actually paid for Fiscal 2024 based on the average compensation for such NEOs. Information for Fiscal 2021 to Fiscal 2023 is included in our proxy statement covering Fiscal 2023 filed with the SEC on October 26, 2023. |

  216. CEO PAY RATIO DISCLOSURE

    | NEO AVERAGE | | | | | | | 2024 | | | | Summary Compensation Table—Total Compensation | | 11,032,244 | | – | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | ($ | 9,855,622) | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | | 4,432,173 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | ($ | 1,240,613) | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | | 825,678 | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | ($ | 507,551) | | – | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | ($ | 592,932) | | = | Compensation Actually Paid | | 4,093,377 |

  217. CEO PAY RATIO DISCLOSURE

    We used the same assumptions relating to remeasurement of equity award compensation as disclosed above in footnote (3).

  218. CEO PAY RATIO DISCLOSURE

    | 80 | | | 2024 PROXY STATEMENT |

  219. CEO PAY RATIO DISCLOSURE

    | (5) Our total shareholder return (“TSR”) assumes $100 was invested in our common stock on June 30, 2020, using the closing stock price on that date. Historic stock price performance is not necessarily indicative of future stock price performance. |

  220. CEO PAY RATIO DISCLOSURE

    | (6) We use the Nasdaq Computer Index for purposes of comparing our TSR to the TSR of a peer group or index (the “Peer Group TSR”), as disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 pursuant to Item 201(e) of Regulation S-K. This calculation assumes that $100 was invested in this index on June 30, 2020 and that any dividends are reinvested. |

  221. CEO PAY RATIO DISCLOSURE

    | (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |