DEF 14A of Peloton Interactive, Inc.
Filed Oct 24, 2025 · FY20250001193125-25-249989
COMPENSATION PHILOSOPHY AND HIGHLIGHTS
| • | an independent compensation consultant that provides analysis and advice to the Compensation Committee; |
COMPENSATION PHILOSOPHY AND HIGHLIGHTS
| • | a pay-for-performance philosophy incorporating performance stock units (“PSUs”); |
COMPENSATION PHILOSOPHY AND HIGHLIGHTS
| • | “double-trigger” change-in-control protections. |
COMPENSATION PHILOSOPHY AND HIGHLIGHTS
| FISCAL 2025 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 (“RSU”) awards, PSU awards, and in limited circumstances, 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 • Encourage achievement linked to key financial metrics |
FISCAL YEAR 2026 COMPENSATION
FISCAL YEAR 2026 COMPENSATION Building on our decision to transition our long-term incentive compensation component mix to include both RSU and PSU awards in Fiscal 2025, the Compensation Committee approved a comprehensive redesign of our executive compensation program for Fiscal 2026. These changes apply to members of our leadership team and are intended to further strengthen our pay-for-performance philosophy and better align certain key components of the program with prevailing market practices among our compensation peer group. Certain leadership team members who joined the Company in Fiscal 2025 already have compensation packages that were designed in accordance with the new program. Key changes include:
FISCAL YEAR 2026 COMPENSATION
| • | the introduction of an annual cash bonus opportunity tied to the achievement of performance goals; |
FISCAL YEAR 2026 COMPENSATION
| • | an increased percentage of long-term incentive compensation delivered in PSUs; and |
COMPENSATION COMMITTEE
| • | reviewing and recommending to our Board the compensation of our non-employee directors; |
COMPENSATION COMMITTEE
| • | reviewing and approving the selection of our peer companies for compensation assessment purposes; |
COMPENSATION COMMITTEE
| • | administering our equity incentive compensation plans; |
NOMINEES TO OUR BOARD
NOMINEES TO OUR BOARD The nominees 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 description set forth in the text below the table.
NOMINEES TO OUR BOARD
| NAME OF DIRECTOR | AGE | POSITION | DIRECTOR SINCE | | CLASS III DIRECTORS: | | | | | KAREN BOONE(1) | 51 | Director | January 2019 | | CHRIS BRUZZO(2) | 56 | Director | December 2023 | | TARA COMONTE(3) | 51 | Director | December 2024 |
NOMINEES TO OUR BOARD
| (1) Chairperson of the Compensation Committee |
NOMINEES TO OUR BOARD
| (2) Chairperson of the Nominating, Governance and Corporate Responsibility Committee |
NOMINEES TO OUR BOARD
| (3) Member of the Audit Committee |
NOMINEES TO OUR BOARD
| DIRECTOR AGE: 51 DIRECTOR SINCE: January 2019 COMMITTEES: • Compensation (Chair) | KAREN BOONE Karen Boone has served as a member of our Board since January 2019, and served as Interim Co-Chief Executive Officer and Co-President from May 2024 to December 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. 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 CoreWeave, Inc., 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, 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 Bachelor of Science in Business Economics from the University of California, Davis. OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS • CoreWeave, Inc. • Rivian Automotive, Inc. • Sonos, Inc. |
NOMINEES TO OUR BOARD
| 22 | | | 2025 PROXY STATEMENT |
NOMINEES TO OUR BOARD
| DIRECTOR AGE: 56 DIRECTOR SINCE: December 2023 COMMITTEES: • NGCR (Chair) | CHRIS BRUZZO Mr. Bruzzo has served as a member of our Board since December 2023 and served as our Interim Co-Chief Executive Officer and Co- President from May 2024 to November 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, on the advisory board of Wize, an education technology startup, and as Board President for 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. |
NOMINEES TO OUR BOARD
| | 2025 PROXY STATEMENT | | | 23 |
NOMINEES TO OUR BOARD
| DIRECTOR AGE: 51 DIRECTOR SINCE: December 2024 COMMITTEES: • Audit Committee | TARA COMONTE Tara Comonte has served as a member of our Board of Directors since December 2024. Ms. Comonte has served as the President and Chief Executive Officer of WW International, Inc., a publicly-traded global weight management company, since February 2025 and as a director since June 2023. She previously served as WW’s Interim President and Chief Executive Officer from September 2024 to February 2025. Ms. Comonte also served as Chief Executive Officer of TMRW Life Sciences, Inc., a life sciences technology company focused on the in vitro fertilization (IVF) sector, from May 2021 to July 2023, and as a director from December 2018 to September 2023. She previously served as President of Shake Shack Inc., a publicly-traded restaurant chain, from October 2019 to May 2021 and Chief Financial Officer from June 2017 to May 2021. Prior to that, Ms. Comonte served as Chief Financial & Business Affairs Officer, among other roles, at Getty Images Holdings, Inc., a global digital media company, and as Chief Financial Officer at McCann Worldgroup, a marketing communications business, from October 2010 to April 2013. Earlier in her career, Ms. Comonte was a founding member and Global Chief Financial Officer & Chief Operating Officer of Mediabrands, part of Interpublic Group, and held various roles at publicly- traded companies and Ernst & Young. SKILLS AND EXPERIENCE We believe Ms. Comonte is qualified to serve on our Board because of her two decades of executive leadership experience across corporate and digital strategy, technology, operations and finance. During her career, Ms. Comonte has navigated a broad range of industries and complex business transitions. Ms. Comonte is a chartered accountant and earned a Bachelor of Arts in Accounting and Finance from Heriot-Watt University. OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS • WW International, Inc. |
NOMINEES TO OUR BOARD
| 24 | | | 2025 PROXY STATEMENT |
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.
CONTINUING DIRECTORS
| NAME OF DIRECTOR | AGE | POSITION | DIRECTOR SINCE | | CLASS I DIRECTORS: | | | | | ANGEL L. MENDEZ(1) | 65 | Director | February 2022 | | PAMELA THOMAS-GRAHAM(2) | 62 | Director | March 2018 | | CLASS II DIRECTORS: | | | | | JAY HOAG(3)(4)(5) | 67 | Director | August 2018 | | PETER STERN | 53 | CEO and President, Director | January 2025 |
CONTINUING DIRECTORS
| (1) Chairperson of the Audit Committee |
CONTINUING DIRECTORS
| (2) Member of the Audit Committee |
CONTINUING DIRECTORS
| (3) Chairperson of the Board |
CONTINUING DIRECTORS
| (4) Member of the Compensation Committee |
CONTINUING DIRECTORS
| (5) Member of the Nominating, Governance and Corporate Responsibility Committee |
CONTINUING DIRECTORS
| DIRECTOR AGE: 67 DIRECTOR SINCE: August 2018 COMMITTEES: • Compensation • NGCR | 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 Zillow Group, Inc., Netflix Inc. and Grow Care, Inc. (d/b/a Grow Therapy). Mr. Hoag also previously served on the board of directors of various companies, including TripAdvisor, Inc. until June 2025, TCV Acquisition Corp. until March 2023, Vice Holding, Inc. until December 2022, Prodege until December 2021, and Electronic Arts Inc. until August 2021. Mr. Hoag serves on the Investment Advisory Committee at the University of Michigan, the Board of Trustees of Northwestern University, and is a Trustee Emeritus at Vanderbilt University. 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 Bachelor of Arts from Northwestern University and a Master of Business Administration from the University of Michigan. OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS • Netflix Inc. • Zillow Group, Inc. |
CONTINUING DIRECTORS
| | 2025 PROXY STATEMENT | | | 25 |
CONTINUING DIRECTORS
| DIRECTOR AGE: 65 DIRECTOR SINCE: February 2022 COMMITTEES: • Audit (Chair) | 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 of Business Administration from the Crummer School at Rollins College. OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS • Kinaxis, Inc. • Sleep Number Corporation |
CONTINUING DIRECTORS
| 26 | | | 2025 PROXY STATEMENT |
CONTINUING DIRECTORS
| DIRECTOR AGE: 53 DIRECTOR SINCE: January 2025 COMMITTEES: • None | PETER STERN CEO and President, Director, since January 2025 Peter Stern has served as our Chief Executive Officer and President and as a member of our Board since January 2025. Mr. Stern served as President of Integrated Services at Ford from August 2023 to December 2024. At Ford, Mr. Stern was responsible for a portfolio of subscription services that included BlueCruise, Ford Pro Intelligence, connectivity and security, and led the company’s digital product team. From September 2016 until January 2023, Mr. Stern served as Vice President of Services at Apple, where he managed the businesses of Apple TV+ and Sports, iCloud, Apple News, Apple Books, Apple Arcade, Apple Fitness+ and Apple One. Additionally, Mr. Stern led marketing for all Apple services, including the App Store, Apple Card, Apple Pay, Apple Music, Apple Podcasts and Apple Maps. He also oversaw Apple’s advertising businesses during a period of rapid growth. Before joining Apple in 2016, Mr. Stern was Executive Vice President and Chief Product, People and Strategy Officer at Time Warner Cable. Prior to that, he was an Associate Principal at McKinsey & Co. Mr. Stern previously served as a director of the Reader’s Digest Association. SKILLS AND EXPERIENCE We believe Mr. Stern is qualified to serve on our Board because of his extensive operating experience overseeing many large subscription businesses, including at Ford and Apple. Mr. Stern received his Bachelor of Arts degree from Harvard University and his Juris Doctor from Yale Law School. OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS • None. |
CONTINUING DIRECTORS
| | 2025 PROXY STATEMENT | | | 27 |
CONTINUING DIRECTORS
| DIRECTOR AGE: 62 DIRECTOR SINCE: March 2018 COMMITTEES: • Audit | 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, Ms. Thomas-Graham 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 Bachelor of Arts in Economics from Harvard University and a joint Master of Business Administration and Juris Doctor from Harvard Business School and Harvard Law School. OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS • Bumble Inc. • Compass, Inc. |
CONTINUING DIRECTORS
There are no family relationships among our directors and executive officers.
CONTINUING DIRECTORS
| 28 | | | 2025 PROXY STATEMENT |
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. Since September 2022, non-employee directors are entitled to receive equity awards solely in RSUs under our 2019 Equity Incentive Plan (the “2019 Plan”). 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, 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. 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 $225,000 (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 (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). Annual Cash Retainer. 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 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 following table provides information for the fiscal year ended June 30, 2025 regarding all compensation awarded to, earned by, or paid to each person who served as a director for some portion or all of Fiscal 2025, other than Mr. Stern, our CEO and President, who received no additional compensation for his service as a director. The compensation received by Mr. Stern as an employee is shown in the “Executive Compensation—Fiscal 2025 Summary Compensation Table” below. In connection with their appointment as
NON-EMPLOYEE DIRECTOR COMPENSATION
| | 2025 PROXY STATEMENT | | | 29 |
NON-EMPLOYEE DIRECTOR COMPENSATION
Interim Co-CEOs and Co-Presidents, Ms. Boone and Mr. Bruzzo voluntarily agreed to forfeit non-employee director awards previously granted in Fiscal 2024 that vested during their respective service as an officer of the Company.
NON-EMPLOYEE DIRECTOR COMPENSATION
| NAME | FEES EARNED OR PAID IN CASH | RSU AWARDS(1)(6) | TOTAL | | KAREN BOONE | $32,979(2) | $198,462 | $231,442 | | CHRIS BRUZZO | $37,500 | $262,817 | $300,317 | | JON CALLAGHAN(3) | — | $ — | $ — | | TARA COMONTE | $37,500 | $806,844(4) | $844,344 | | JAY HOAG | $37,500 | $250,405(5) | $287,905 | | ANGEL L. MENDEZ | $37,500 | $264,515 | $302,015 | | PAMELA THOMAS-GRAHAM | $37,500 | $252,111 | $289,611 |
NON-EMPLOYEE DIRECTOR COMPENSATION
| (1) The amounts reported in this column represent the aggregate grant date fair value of RSU awards made to directors in Fiscal 2025 calculated in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718, or ASC Topic 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. |
NON-EMPLOYEE DIRECTOR COMPENSATION
| (2) Ms. Boone’s annual cash retainer was prorated from the date she resumed service as a non-employee director. |
NON-EMPLOYEE DIRECTOR COMPENSATION
| (3) Mr. Callaghan did not stand for reelection at our annual meeting of stockholders held on December 3, 2024, and consequently left the Board at the conclusion of that meeting. As previously disclosed, on December 7, 2023, during the Company’s Fiscal 2024, Mr. Callaghan was awarded an Annual Equity Grant with an aggregate grant date fair value of $338,687 and 50% of such award vested over the course of Fiscal 2024 and the remaining 50% over the course of Fiscal 2025. |
NON-EMPLOYEE DIRECTOR COMPENSATION
| (4) Includes Ms. Comonte’s initial equity grant, which was awarded in connection with her appointment as a non-employee director on December 2, 2024. |
NON-EMPLOYEE DIRECTOR COMPENSATION
| (5) Mr. Hoag waived his Annual Chairperson Equity Grant for Fiscal 2025. |
NON-EMPLOYEE DIRECTOR COMPENSATION
| (6) 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 unexercised stock options and unvested RSUs held by our non-employee directors as of June 30, 2025: |
NON-EMPLOYEE DIRECTOR COMPENSATION
| 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) | 11,688 | | CHRIS BRUZZO | — | 69,358 | | JON CALLAGHAN | 40,435 | — | | TARA COMONTE | — | 69,132 | | JAY HOAG | 40,435 | 12,698 | | PAMELA THOMAS-GRAHAM | 356,924(2) | 12,698 | | ANGEL L. MENDEZ | 24,859 | 13,529 |
NON-EMPLOYEE DIRECTOR COMPENSATION
| (1) 450,000 of these unexercised options are options to purchase shares of our Class B common stock. |
NON-EMPLOYEE DIRECTOR COMPENSATION
| (2) 341,486 of these unexercised options are options to purchase shares of our Class B common stock. |
NON-EMPLOYEE DIRECTOR COMPENSATION
| 30 | | | 2025 PROXY STATEMENT |
NON-EMPLOYEE DIRECTOR COMPENSATION
| PELOTON INTERACTIVE, INC. PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
NON-EMPLOYEE DIRECTOR COMPENSATION
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, 2026 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, 2026 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, 2025 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, 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.
FISCAL 2025 BUSINESS HIGHLIGHTS
| FISCAL 2025 EXECUTIVE COMPENSATION HIGHLIGHTS The Compensation Committee and our Board took the following actions relating to the compensation of our named executive officers for and during Fiscal 2025: • Base Salary — The Compensation Committee reviews the base salaries of our named executive officers on at least an annual basis and considers potential changes based on our performance, our compensation objectives, market data and individual performance and responsibilities, among other factors. For Fiscal 2025, the Compensation Committee maintained the base salaries of our named executive officers at the Fiscal 2024 level. As described in further detail below, the Compensation Committee approved a salary reduction for our named executive officers for Fiscal 2026, other than for Mr. Stern, with the annual rate set at $850,000, and approved a further salary reduction for Fiscal 2027. These reductions coincide with our introduction of a new annual cash bonus opportunity for Fiscal 2026, which further ties a portion of our named executive officers’ total compensation to the achievement of performance goals. • Introduction of Performance Stock Unit Awards — In Fiscal 2025 we introduced PSU awards for the first time as part of the long-term equity compensation for our named executive officers. These PSU awards were contingent on the Company’s achievement of Free Cash Flow goals. Free Cash Flow is a non-GAAP financial metric that we believe is aligned with our stockholders’ interests and our internal financial goals. • 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 2025 executive compensation program so that a meaningful portion of our named executive officers’ target annual total direct compensation, in the form of RSUs and PSUs, was both “at-risk” and variable in nature. We view these Fiscal 2025 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, for RSUs, and our Fiscal 2025 performance against the key financial metric of Free Cash Flow, for the PSUs. During Fiscal 2025, the Compensation Committee approved “refresh” equity awards for our named executive officers who were employed by us in September 2024 (other than our Former Interim Co-CEOs), which awards were granted on September 30, 2024, for RSUs, and October 17, 2024, for PSUs. All equity awards were granted pursuant to the 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 named executive officers to drive financial performance and further enhanced their focus on long-term growth. • Updated Compensation Peer Group — In Fiscal 2025 we made the decision to select a new peer benchmark set of companies that more closely aligned with our current cost structure, market capitalization, and growth profile for compensation purposes. We added nine and removed eleven peer companies. • Compensation Arrangements with Mr. Stern — On October 28, 2024, we entered into an employment offer letter with Mr. Stern in connection with his appointment as CEO and President effective January 1, 2025. Pursuant to the offer letter, Mr. Stern was eligible for the following new hire compensation: (i) an annual base salary of $1,250,000, (ii) an annual cash bonus equal to 100% of his annual base salary and (iii) equity awards valued at $20,000,000 in the aggregate on the date of grant, allocated as follows: (a) stock options to purchase shares of our Class A common stock valued at $5,000,000; (b) RSUs valued at $10,000,000; and (c) PSUs valued at $5,000,000. Mr. Stern received a signing bonus of $1,000,000 and a relocation benefit. He is also eligible to receive security and other employee benefits. Mr. Stern participates in our Severance Plan as a tier 1 participant. |
CHANGES TO CASH COMPENSATION: REDUCED SALARY AND A NEW ANNUAL CASH BONUS OPPORTUNITY
CHANGES TO CASH COMPENSATION: REDUCED SALARY AND A NEW ANNUAL CASH BONUS OPPORTUNITY During a two-year period beginning in Fiscal 2026 (the “Transition Period”), our leadership team members will transition to a new mix of cash compensation, consisting of a reduced base salary and an annual cash bonus opportunity. Each executive’s annual base salary is set at a reduced rate with a potential offset from a bonus opportunity. The base salary is set at an annual rate of $850,000 for the remainder of Fiscal 2026, with a further reduction planned for Fiscal 2027. The annual cash bonus opportunity is targeted at 20% of each executive’s base salary in Fiscal 2026, as pro-rated from the adoption of the new program in September 2025, and 60% in Fiscal 2027, in each case subject to the satisfaction of certain performance and service conditions. The cash compensation of each leadership team member will be subject to future adjustment pursuant to our employee compensation policies as in effect from time to time. For Fiscal 2026, annual cash bonuses will be subject to a payout of between 0% and 200% of the applicable target annual cash bonus opportunity for such year based equally on a quantitative assessment of operational performance and a qualitative assessment of achievement toward strategic imperatives, as recommended to the Compensation Committee by Mr. Stern, other than for himself. Performance metrics for Fiscal 2027 will be determined by the Compensation Committee. Each of the leadership team members who participate in the redesigned executive compensation program signed an amendment to his or her offer letter that implements the redesigned program. The amendment also modifies and waives certain rights under the Company’s Severance and Change in Control Plan (the “Severance Plan”).
CHANGES TO CASH COMPENSATION: REDUCED SALARY AND A NEW ANNUAL CASH BONUS OPPORTUNITY
| 42 | | | 2025 PROXY STATEMENT |
CHANGES TO LONG-TERM INCENTIVE COMPENSATION: SHIFT IN RSU AND PSU MIX
CHANGES TO LONG-TERM INCENTIVE COMPENSATION: SHIFT IN RSU AND PSU MIX Beginning in Fiscal 2026, the mix of long-term incentive awards will consist of 70% RSUs and 30% PSUs, which represents an increase from approximately 85% RSUs and 15% PSUs in Fiscal 2025. Mr. Stern’s mix is 50% RSUs and 50% PSUs. Both RSU and PSU awards are subject to service conditions and PSU awards are expected to be subject to a payout of between 0% and 200% of the applicable target award opportunity for such year, subject to the achievement of applicable performance conditions. A portion of Mr. Stern’s PSUs are based on the achievement of stock price goals.
EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES: RELATIONSHIP BETWEEN PAY AND PERFORMANCE
| • | 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; |
EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES: RELATIONSHIP BETWEEN PAY AND PERFORMANCE
| • | 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 the achievement of goals linked to key performance metrics; and |
EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES: RELATIONSHIP BETWEEN PAY AND PERFORMANCE
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. 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 2025, a substantial majority of the target total direct compensation granted to our executive officers consisted of long-term incentive compensation, in the form of RSU and PSU awards that may be settled for shares of our Class A common stock. We view these RSU and PSU 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, for RSUs, and our performance against key metrics, for PSUs. This pay for performance philosophy is also reflected in our redesigned executive compensation program. As described in further detail above, we have reduced base salaries for our named executive officers, other than Mr. Stern, and introduced an annual cash bonus opportunity, which is targeted at 20% of the reduced Fiscal 2026 base salary level and 60% of a further reduced Fiscal 2027 base salary level. Any bonus payment is subject to the satisfaction of certain performance and service conditions. Additionally, in Fiscal 2026, PSUs will represent an even greater percentage of total compensation relative to Fiscal 2025, which was the performance period in which we introduced PSUs for the first time.
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. |
WHAT WE DO
| • | Compensation At-Risk. Our executive compensation program is designed so that a significant portion of our named executive officers’ compensation is “at-risk,” as the value derived from equity awards is variable in nature based on our stock price, for RSUs, and both corporate performance and stock price, for PSUs. In Fiscal 2025, the PSUs were structured such than none would vest if the Company did not achieve a threshold Free Cash Flow target. We believe this structure aligns the interests of our named executive officers and stockholders. |
WHAT WE DO
| • | Multi-Year Vesting. In most cases, equity awards granted to our named executive officers vest over multi-year periods, consistent with current market practice and our retention objectives. |
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). |
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. |
ROLE OF THE COMPENSATION COMMITTEE
ROLE OF THE COMPENSATION COMMITTEE The Compensation Committee has the overall responsibility for overseeing our compensation and benefits policies generally, and overseeing and evaluating the compensation plans, policies, and practices applicable to our executive officers, including our named executive officers. In addition, the Compensation Committee also makes recommendations to our Board for compensation programs for the non-employee members of our Board. 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 our CEO and 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.
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; |
SETTING TARGET TOTAL DIRECT COMPENSATION
| • | the potential of each individual executive officer to contribute to our long-term financial, operational, and strategic objectives; |
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; |
SETTING TARGET TOTAL DIRECT COMPENSATION
These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each executive officer. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of pay levels quantifiable. 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.
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 2025, the Compensation Committee engaged Compensia and F.W. Cook (the “Compensation Consultants”) to advise on various executive and director compensation-related matters, which included providing information, analysis, and other advice during Fiscal 2025, including assistance with our redesigned executive compensation program. Other than advising the Compensation Committee, neither of the Compensation Consultants nor any of their affiliates maintain any other direct or indirect business relationships with us or any of our subsidiaries. The Compensation Committee considered the independence of the Compensation Consultants, consistent with the requirements of Nasdaq, and determined that both are independent. Further, pursuant to SEC rules and Nasdaq listing standards, the Compensation Committee conducted a conflicts of interest assessment and determined there was no conflict of interest resulting from the services the Compensation Consultants provided in Fiscal 2025. During Fiscal 2025, the Compensation Consultants 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. During Fiscal 2025, the Compensation Consultants worked with the Compensation Committee as requested and provided various services, including the following:
COMPENSATION CONSULTANT
| • | the review, analysis, and updating of our compensation peer group; |
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; |
COMPENSATION CONSULTANT
| • | an update on regulatory developments and market trends; |
COMPENSATION CONSULTANT
| • | an analysis of competitive market data for the CEO position, which was based on compensation peer group data; |
COMPENSATION CONSULTANT
| • | the review and analysis of incentive compensation program design considerations; |
COMPENSATION CONSULTANT
| | 2025 PROXY STATEMENT | | | 47 |
COMPENSATION CONSULTANT
| • | the review and analysis of the Company’s equity incentive compensation plan and the projected funding requirements for such plan; |
COMPENSATION CONSULTANT
| • | the review of the Company’s pay-versus-performance disclosure; |
COMPENSATION CONSULTANT
| • | the review and assessment of the risk profile of our compensation programs; and |
COMPENSATION CONSULTANT
| • | the comprehensive redesign of our executive compensation program. |
COMPETITIVE POSITIONING FOR FISCAL 2025
COMPETITIVE POSITIONING FOR FISCAL 2025 The Compensation Committee, in consultation with Compensia, developed a new peer group for Fiscal 2025 that consisted of relevant software, hardware and content companies that are similar to us in terms of revenue, market capitalization, and industry focus. The peer group was constructed to more closely align with our 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 the peer group was made available to the Compensation Committee to inform its decisions regarding Fiscal 2025 compensation of our executive officers, including our named executive officers. 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:
COMPETITIVE POSITIONING FOR 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; |
COMPETITIVE POSITIONING FOR 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 |
COMPETITIVE POSITIONING FOR 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 percentage of revenue. |
COMPETITIVE POSITIONING FOR FISCAL 2025
After a review of the peer group companies, the Compensation Committee elected to make the following changes to our compensation peer group for Fiscal 2025, primarily due to changing revenue and market capitalization ranges:
COMPETITIVE POSITIONING FOR FISCAL 2025
| • | Added: Alarm.com, Angi, Bumble, Corsair Gaming, Duolingo, fubo TV, Garmin, GoPro and Lyft. |
COMPETITIVE POSITIONING FOR FISCAL 2025
| • | Removed: Affirm Holdings, Box, DoorDash, Electronic Arts, GoDaddy, Okta, RingCentral, Splunk, Take-Two Interactive Software, Twilio and Zoom Video Communications. |
COMPETITIVE POSITIONING FOR FISCAL 2025
The companies comprising the Fiscal 2025 compensation peer group are as follows:
COMPETITIVE POSITIONING FOR 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 | |
COMPETITIVE POSITIONING FOR FISCAL 2025
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.
COMPETITIVE POSITIONING FOR FISCAL 2025
| 48 | | | 2025 PROXY STATEMENT |
SHORT-TERM INCENTIVE COMPENSATION
SHORT-TERM INCENTIVE COMPENSATION Beginning in Fiscal 2026, our executive officers, including our named executive officers, transitioned to a new mix of cash compensation, consisting of a base salary and an annual cash bonus opportunity. Between Fiscal 2022 through Fiscal 2025 we did not have an annual cash bonus program and structured our short-term incentive compensation by using “fixed” pay in the form of base salaries and “variable” pay in the form of long-term equity awards. The new annual cash bonus opportunity is targeted at 20% of each executive officer’s base salary in Fiscal 2026, as pro-rated from the adoption of the bonus program in September 2025, and 60% of
SHORT-TERM INCENTIVE COMPENSATION
| | 2025 PROXY STATEMENT | | | 49 |
SHORT-TERM INCENTIVE COMPENSATION
their base salary in Fiscal 2027, in each case subject to the satisfaction of certain performance and service conditions. Pursuant to his offer letter, Mr. Stern is entitled to receive a cash bonus equal to 100% of his base salary. The cash compensation of our executive officers will be subject to future adjustment pursuant to our employee compensation policies as in effect from time to time. For Fiscal 2026, annual cash bonuses will be subject to a payout of between 0% and 200% of the applicable target annual cash bonus opportunity for such year based equally on a quantitative assessment of operational performance and a qualitative assessment of achievement toward strategic imperatives, as recommended to the Compensation Committee by Mr. Stern, other than for himself, and as determined by the Compensation Committee for Mr. Stern.
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 2025 we granted the following types of equity awards to our named executive officers:
LONG-TERM INCENTIVE COMPENSATION
| • | “Refresh” equity awards in the form of RSUs and, for the first time, PSUs (the “Refresh Grants”). The Refresh Grants were awarded to incentivize and reward our executive officers, including our named executive officers, for the achievement of long-term corporate growth based on the value of our Class A common stock, for the RSUs, and the achievement of goals linked to a key performance metric, Free Cash Flow, for the PSUs. We believe these awards align the interests of our executive officers with the interests of our stockholders. |
LONG-TERM INCENTIVE COMPENSATION
| • | A new hire equity award granted to Mr. Stern in connection with his appointment as our CEO and President effective January 1, 2025, the details of which are described further below under the heading “New Hire Equity Award for Mr. Stern.” |
LONG-TERM INCENTIVE COMPENSATION
| • | An equity award granted to Ms. Boone in connection with her appointment as our sole former Interim Co-CEO effective November 1, 2024 through December 31, 2024, the details of which are described further below under the heading “Equity Award and Salary for Ms. Boone.” |
LONG-TERM INCENTIVE COMPENSATION
The realized value of each of these equity awards bears a direct relationship to our stock price and/or a key performance metric, 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 CEO (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.
LONG-TERM INCENTIVE COMPENSATION
| 50 | | | 2025 PROXY STATEMENT |
LONG-TERM INCENTIVE COMPENSATION
The equity awards the Compensation Committee granted to our named executive officers during Fiscal 2025 were as follows:
Fall 2024 Equity Awards
Fall 2024 Equity Awards Effective September 30, 2024, the Compensation Committee approved the grant to our executive officers, including our named executive officers who were employed by us in September 2024 (other than our Former Interim CEOs), of the RSU component of the Fiscal 2025 annual Refresh Grant. The table set forth below indicates the value of the RSU component of each executive’s Fiscal 2025 Refresh Grant (each calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”)):
Fall 2024 Equity Awards
| NAMED EXECUTIVE OFFICER | RSU AWARD (GRANT DATE FAIR VALUE) | RSU AWARD (NUMBER OF UNITS) | | MR. CALDWELL | $4,467,781 | 954,654 | | MS. CODDINGTON | $4,467,781 | 954,654 | | MS. COTTER | $4,467,781 | 954,654 | | MR. RENDICH | $3,909,312 | 835,323 | | MR. SANDERS | $3,909,312 | 835,323 |
Fall 2024 Equity Awards
The RSUs vest as to 12.5% of the total shares quarterly, commencing November 15, 2024, with 100% of the total shares vested on August 15, 2026, 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 RSUs, the 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. Effective October 17, 2024, the Compensation Committee approved the grant to our executive officers, including our named executive officers who were employed by us in September 2024 (other than our Former Interim CEOs), of the PSU component of the Fiscal 2025 annual Refresh Grant. The Compensation Committee determined that the PSU awards would vest in connection with the Company’s achievement of certain Free Cash Flow performance goals, such that if the performance threshold was not met, then none of the PSU awards would vest, but if the performance threshold was met or exceeded, the PSU awards could vest up to a maximum of 200% of the performance target, with the vesting amount calculated linearly between the threshold and target goals, and then the target and maximum goals. The performance goals and potential vesting amounts were as follows:
Fall 2024 Equity Awards
| FREE CASH FLOW GOALS | VESTING PSUS AS A PERCENTAGE OF TARGET | | $300,000,000 (“Maximum”) | 200% | | $190,000,000 (“Target”) | 100% | | $150,000,000 (“Threshold”) | 50% | | Below Threshold | 0% |
Fall 2024 Equity Awards
| | 2025 PROXY STATEMENT | | | 51 |
Fall 2024 Equity Awards
The table set forth below indicates the grant date fair value (calculated in accordance with FASB ASC Topic 718) and target number of PSUs awarded under the PSU component of each executive’s Fiscal 2025 Refresh Grant. Final results for the PSU awards, which vested on September 15, 2025 based on actual achievement, as certified by the Compensation Committee, are set forth below. The Company’s Fiscal 2025 Free Cash Flow performance of $323.7 million exceeded the 200% maximum achievement level.
Fall 2024 Equity Awards
| NAMED EXECUTIVE OFFICER | GRANT DATE FAIR VALUE OF PSU AWARD AT 100% TARGET LEVEL | NUMBER OF UNITS OF PSU AWARD AT 100% TARGET LEVEL | FREE CASH FLOW ACHIEVEMENT LEVEL AS A PERCENTAGE OF TARGET | NUMBER OF UNITS OF PSU AWARD ACTUALLY ACHIEVED | | MR. CALDWELL | $628,880 | 119,332 | 200% | 238,664 | | MS. CODDINGTON | $628,880 | 119,332 | 200% | 238,664 | | MS. COTTER | $628,880 | 119,332 | 200% | 238,664 | | MR. RENDICH(1) | $628,880 | 119,332 | 100% | 119,332 | | MR. SANDERS | $628,880 | 119,332 | 200% | 238,664 |
Fall 2024 Equity Awards
| (1) Award was subject to acceleration at the 100% target level of achievement upon Mr. Rendich’s termination of employment pursuant to the terms of the Severance Plan. |
New Hire Equity Awards for Mr. Stern
New Hire Equity Awards for Mr. Stern On October 28, 2024, we entered into an employment offer letter with Mr. Stern in connection with his appointment as CEO and President effective January 1, 2025. Pursuant to the offer letter, Mr. Stern was eligible to receive the following new hire equity compensation: equity awards valued at $20,000,000 in the aggregate on the date of grant, allocated as follows: (a) stock options to purchase shares of our Class A common stock valued at $5,000,000; (b) RSUs valued at $10,000,000; and (c) PSUs valued at $5,000,000. The Board granted Mr. Stern’s new hire stock option and RSU equity compensation on January 16, 2025. The stock options and RSUs both vest as to 25% of the total number of shares on each annual anniversary of January 1, 2025, subject to Mr. Stern’s provision of service to the Company on each vesting date. On the same day, the Board also granted the first of four tranches of Mr. Stern’s PSU award, the achievement of which was based on the Company’s Fiscal 2025 Free Cash Flow performance (with the same performance targets as were applicable to the Fall 2024 PSUs awarded to our other then-serving executive officers). Based on the Company’s achievement of Free Cash Flow performance above the 200% target level, as certified by the Compensation Committee, Mr. Stern received 282,486 vested PSUs on September 15, 2025. Mr. Stern is also eligible to receive a refresh equity award with a target value of $15,000,000 for each of Fiscal 2026 and 2027, with 50% granted as RSUs and 50% granted as PSUs.
Equity Award and Salary for Ms. Boone
Equity Award and Salary for Ms. Boone Effective November 1, 2024 through December 31, 2024, Ms. Boone served as our sole Interim CEO and Interim President. In connection with her service as the sole Interim CEO, Ms. Boone received (i) a monthly base salary of $200,000 and (ii) an award of RSUs with a value equal to $450,000, which vested in equal installments on November 30, 2024 and December 31, 2024. Ms. Boone previously served as Interim Co-CEO with Mr. Bruzzo from May 2, 2024 to November 1, 2024.
Other Fiscal 2024 and 2025 Compensation Arrangements with Ms. Boone and Mr. Bruzzo
Other Fiscal 2024 and 2025 Compensation Arrangements with Ms. Boone and Mr. Bruzzo As previously disclosed, in connection with their appointments as Interim Co-CEOs effective May 2, 2024, our Board approved the following compensation arrangements for each of Ms. Boone and Mr. Bruzzo: (i) base salary at a monthly rate of $150,000; and (ii) 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, the 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 did not receive any compensation for their service on our Board while they served in Interim Co-CEOs and, in the case of Ms. Boone, sole Interim CEO.
POST-EMPLOYMENT COMPENSATION
POST-EMPLOYMENT COMPENSATION Our named executive officers, with the exception of Ms. Boone and Mr. Bruzzo, our Former Interim Co-CEOs, participate in our Severance Plan, which provides certain protections in the event of an involuntary termination of employment under specified circumstances, including following a change in control of our Company. 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. 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.
POST-EMPLOYMENT COMPENSATION
For a summary of the material terms and conditions of the post-employment compensation arrangements we maintained with our named executive officers during Fiscal 2025, 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, 2025, see “Potential Payments Upon Termination or Change in Control” below.
EQUITY GRANTING POLICY
EQUITY GRANTING POLICY We maintain an Equity Granting Policy (the “Equity Policy”) that concerns the grant, authority, timing, vesting and other matters relating to equity awards. Under the Equity Policy and in accordance with the Company’s practice, the Compensation Committee approves annual and other equity awards, including in connection with new hires and promotions, to members of the board, executive officers who are subject to Section 16(a) of the Exchange Act and other senior executives. The Compensation Committee has delegated authority to the Equity Committee, which consists of the CEO and Chief People Officer, to grant equity awards to other employees, within certain parameters. The Compensation Committee or the Equity Committee grant equity awards to newly hired employees on a monthly cycle and such awards are conditioned on the employee being an employee with the Company on the effective date of the grant. When the Compensation Committee or the Equity Committee grants equity awards for refresh, promotion or other discretionary purposes, the grant date is generally the 1st day of the month (or if such date is not a trading day, on the next trading day) immediately following approval of the grant; provided, however, that if such date falls within a trading blackout period, then the grant date is the next trading day immediately following the public dissemination of the information giving rise to the blackout period. The exercise price of any option or stock appreciation right is the closing price of our common stock on Nasdaq on the grant date. 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. The Compensation Committee approves and grants annual long-term incentive awards at approximately the same time every year, with awards granted in September and October 2024 for Fiscal 2025. Our long-term equity incentive compensation program currently includes awards of RSUs, PSUs and stock options (in limited circumstances). 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.
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 restricted stock unit and performance stock unit 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.
FISCAL 2025 SUMMARY COMPENSATION TABLE
FISCAL 2025 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.
FISCAL 2025 SUMMARY COMPENSATION TABLE
| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)(1) | BONUS ($) | STOCK AWARDS ($)(2) | OPTION AWARDS ($)(2) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | PETER STERN Chief Executive Officer and President | 2025 | 615,385 | 1,625,000(3) | 10,792,378 | 5,000,000 | 204,073(4) | 18,236,835 | | KAREN BOONE Former Interim Co-Chief Executive Officer and President | 2025 | 1,010,769(5) | — | 1,059,830(5) | — | 240,693(6) | 2,311,292 | | | 2024 | 276,923 | — | 471,834 | | 448,114 | 1,196,870 | | CHRIS BRUZZO Former Interim Co-Chief Executive Officer and President | 2025 | 623,077(5) | — | 571,426(5) | — | 276,617(7) | 1,471,120 | | | 2024 | 276,923 | — | 471,834 | — | 874,438 | 1,623,195 | | ELIZABETH CODDINGTON Chief Financial Officer | 2025 | 1,000,000 | — | 5,096,660 | — | 15,200(8) | 6,111,860 | | | 2024 | 1,000,000 | — | 10,294,949 | — | 13,800 | 11,308,749 | | | 2023 | 1,038,462 | — | — | — | 291,942 | 1,330,404 | | JENNIFER COTTER Chief Content Officer | 2025 | 1,000,000 | — | 5,096,660 | — | 12,538(9) | 6,109,199 | | | 2024 | 1,000,000 | — | 9,265,451 | — | 12,308 | 10,277,758 | | | 2023 | 947,115 | — | 7,894,582 | — | 41,858 | 8,883,556 | | NICK CALDWELL Chief Product Officer | 2025 | 1,000,000 | — | 5,096,660 | — | 88,433(10) | 6,185,093 | | | 2024 | 665,385 | — | 8,907,408 | — | 215,933 | 9,788,726 | | DION CAMP SANDERS Chief Commercial Officer | 2025 | 1,000,000 | — | 4,538,191 | — | 15,799(11) | 5,553,990 | | ANDREW RENDICH Former Chief Supply Chain Officer | 2025 | 1,000,000 | — | 6,000,720(12) | 65,848(12) | 1,060,031(13) | 8,126,600 | | | 2024 | 1,000,000 | — | 9,265,451 | — | 13,800 | 10,279,251 |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (1) The amounts in the Salary column represent salary for the applicable year. Salary amounts for Mr. Stern, Ms. Boone, and Mr. Bruzzo reflect a partial year of service in Fiscal 2025. For additional information regarding the departure of Mr. Rendich in Fiscal 2025, see “Compensation Discussion and Analysis.” |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (2) The amounts reported in the Stock Awards and Options Awards columns represent the grant date fair value of the RSU, PSU and Stock Option awards granted to our named executive officers during Fiscal 2025 as calculated in accordance with FASB ASC Topic 718. For Mr. Rendich, such amounts also reflect the incremental fair value of award modifications as calculated in accordance with FASB ASC Topic 718 and as discussed in further detail in note 12 below. |
FISCAL 2025 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 awards reported in the Stock Awards and Option Awards columns are set forth in Notes 2 and 13 to the consolidated financial statements included in our annual report on Form 10-K for the year ended June 30, 2025, as filed with the SEC on August 7, 2025. 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 or the achievement of certain performance factors, for PSUs. For additional information, see “—Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table.” |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| 60 | | | 2025 PROXY STATEMENT |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (3) The amount reported reflects a $1,000,000 new hire signing bonus and a $625,000 pro-rated Fiscal 2025 annual bonus, both as provided for in Mr. Stern’s offer letter. |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (4) The amount reported includes: (i) $14,000 for Section 401(k) Plan matching contributions, (ii) $7,819 for relocation benefits as part of Mr. Stern’s new hire arrangements and (iii) $182,254 for security arrangements. |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (5) The amount reported reflects, as applicable, salary and RSU grants received for the individual’s service as an Interim CEO. |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (6) The amount reported includes: (i) $14,538 for Section 401(k) Plan matching contributions, (ii) $27,692 for a payment pursuant to California law in connection with Ms. Boone ceasing to serve as Interim CEO and (iii) $198,462 reflecting RSU awards received for service as a non-employee director of the Board. Such awards were granted after Ms. Boone ceased serving as an Interim CEO and resumed her duties as non-employee director. See “—Non-Employee Director Compensation” for additional compensation details for Ms. Boone regarding compensation awarded in connection with her service as a non-employee director. |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (7) The amount reported includes: (i) $13,800 for Section 401(k) Plan matching contributions and (ii) $262,817 reflecting RSU awards received for service as a non-employee director of the Board. Such awards were granted after Mr. Bruzzo ceased serving as an Co-Interim CEO and resumed his duties as non-employee director. 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. |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (8) The amount reported includes: (i) $14,000 for Section 401(k) Plan matching contributions and (ii) $1,200 for certain broad-based benefits provided to all eligible employees. |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (9) The amount reported reflects Section 401(k) Plan matching contributions. |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (10) The amount reported includes: (i) $14,000 for Section 401(k) Plan matching contributions, (ii) $67,730 for relocation benefits provided as part of Mr. Caldwell’s new hire arrangements, (iii) $3,528 for security arrangements and (iv) $3,175 for certain broad-based benefits provided to all eligible employees. |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (11) The amount reported includes: (i) $14,000 for Section 401(k) Plan matching contributions and (ii) $1,799 for certain broad-based benefits provided to all eligible employees. |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (12) The amounts reported in the Stock Awards and the Option Awards columns for Mr. Rendich in Fiscal 2025 reflect $1,462,529 in incremental fair value of award modifications to Mr. Rendich’s outstanding RSUs and $65,848 in incremental fair value of award modifications to Mr. Rendich’s outstanding stock options, as calculated in accordance with FASB ASC Topic 718, that were deemed to have occurred in connection with his termination of employment and pursuant to our Severance Plan. |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (13) The amount reported includes: (i) $14,000 for Section 401(k) Plan matching contributions, (ii) $1,000,000 in cash severance and $45,580 in health continuation benefits provided pursuant to the Severance Plan (as a result of Mr. Rendich’s termination of employment) and (iii) $451 for certain broad-based benefits provided to all eligible employees. |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| | 2025 PROXY STATEMENT | | | 61 |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE The following table provides information concerning each grant of an award made in Fiscal 2025 for each of our named executive officers under any compensation plan. This information supplements the information about these awards set forth in the Fiscal 2025 Summary Compensation Table.
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| | TYPE OF AWARD | GRANT DATE | APPROVAL DATE | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(1) | | | ALL OTHER STOCK AWARDS: NUMBER OF STOCK OR UNITS (#) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($ PER SHARE) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(2) | | NAME | | | | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | | | PETER STERN | RSU(3) | 1/16/2025 | 1/16/2025 | — | — | — | 1,129,944 | — | — | 9,593,225 | | | PSU(4) | 1/16/2025 | 1/16/2025 | 70,622 | 141,243 | 282,486 | — | — | — | 1,199,153 | | | Options(3) | 1/16/2025 | 1/16/2025 | — | — | — | — | 781,250 | 8.49 | 5,000,000 | | KAREN BOONE | RSU(5) | 10/17/2024 | 10/17/2024 | — | — | — | 40,984 | — | — | 215,986 | | | RSU(5) | 10/17/2024 | 10/17/2024 | — | — | — | 35,800 | — | — | 188,666 | | | RSU(6) | 10/17/2024 | 10/17/2024 | — | — | — | 31,646 | — | — | 166,774 | | | RSU(7) | 11/1/2024 | 10/25/2024 | — | — | — | 67,366 | — | — | 488,404 | | | RSU(8) | 1/16/2025 | 1/16/2025 | — | — | — | 1,462 | — | — | 12,412 | | | RSU(8) | 1/16/2025 | 1/16/2025 | — | — | — | 21,914 | — | — | 186,050 | | CHRIS BRUZZO | RSU(5) | 10/17/2024 | 10/17/2024 | — | — | — | 40,984 | — | — | 215,986 | | | RSU(5) | 10/17/2024 | 10/17/2024 | — | — | — | 35,800 | — | — | 188,666 | | | RSU(6) | 10/17/2024 | 10/17/2024 | — | — | — | 31,646 | — | — | 166,774 | | | RSU(8) | 12/3/2024 | 12/3/2024(10) | — | — | — | 25,396 | — | — | 250,405 | | | RSU(8) | 1/16/2025 | 1/16/2025 | — | — | — | 1,462 | — | — | 12,412 | | ELIZABETH CODDINGTON | RSU(9) | 9/30/2024 | 9/30/2024 | — | — | — | 954,654 | — | — | 4,467,781 | | | PSU(4) | 10/17/2024 | 10/17/2024 | 59,666 | 119,332 | 238,664 | — | — | — | 628,880 | | JENNIFER COTTER | RSU(9) | 9/30/2024 | 9/30/2024 | — | — | — | 954,654 | — | — | 4,467,781 | | | PSU(4) | 10/17/2024 | 10/17/2024 | 59,666 | 119,332 | 238,664 | — | — | — | 628,880 | | NICK CALDWELL | RSU(9) | 9/30/2024 | 9/30/2024 | — | — | — | 954,654 | — | — | 4,467,781 | | | PSU(4) | 10/17/2024 | 10/17/2024 | 59,666 | 119,332 | 238,664 | — | — | — | 628,880 | | DION CAMP SANDERS | RSU(9) | 9/30/2024 | 9/30/2024 | — | — | — | 835,323 | — | — | 3,909,312 | | | PSU(4) | 10/17/2024 | 10/17/2024 | 59,666 | 119,332 | 238,664 | — | — | — | 628,880 | | ANDREW RENDICH | RSU(9) | 9/30/2024 | 9/30/2024 | — | — | — | 835,323 | — | — | 3,909,312 | | | PSU(4) (11) | 10/17/2024 | 10/17/2024 | 59,666 | 119,332 | 238,664 | — | — | — | 628,880 |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (1) Represents the number of shares of Class A common stock to be issued upon the achievement, respectively, of threshold, target and maximum performance targets for PSUs granted to named executive officers. Earned shares vest in full on September 15, 2025. |
FISCAL 2025 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, PSUs and Options granted to our named executive officers during Fiscal 2025 as calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSUs and Options reported in the column are set forth in Notes 2 and 13 to the consolidated financial statements included in our annual report on Form 10-K for the fiscal year ended June 30, 2025, filed with the SEC on August 7, 2025. |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (3) Vests one-quarter per year of the total shares of our Class A common stock on each annual anniversary of January 1, 2025, in each case subject to continued service. The RSU and Option awards are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.” |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| 62 | | | 2025 PROXY STATEMENT |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (4) Represents grant date fair value of PSU awards at the 100% target level of achievement. Earned shares equaled the 200% maximum level of achievement and vested in full on September 15, 2025. The PSU awards were subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.” |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (5) Vested in full of the total shares of our Class A common stock on October 17, 2024. |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (6) Vested in full of the total shares of our Class A common stock on October 31, 2024. |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (7) Vested one-half of the total shares of our Class A common stock on each of November 30, 2024 and December 31, 2024. |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (8) 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 3, 2025, June 3, 2025 and September 3, 2025, with the final 1/4th vesting on the earlier of (i) December 3, 2025 and (ii) the 2025 annual stockholders meeting, in each case subject to continued service. |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (9) Vests quarterly at the rate of 1/8th 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.” |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (10) Pursuant to the Company’s Non-Employee Director Compensation Policy, Mr. Bruzzo was automatically granted an Annual Equity Grant on the date of the Company’s 2024 Annual Meeting of Stockholders in connection with Mr. Bruzzo’s continued service as a non-employee director, as described in “—Non-Employee Director Compensation.” |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (11) Awards were subject to acceleration at the 100% target level of achievement upon Mr. Rendich’s termination of employment, as described in “—Potential Payments upon Termination or Change in Control.” |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| | 2025 PROXY STATEMENT | | | 63 |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
FISCAL 2025 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, 2025.
FISCAL 2025 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) | | PETER STERN | 1/16/2025(3) | — | 781,250 | 8.49 | 12/31/2034 | — | — | | | 1/16/2025(3) | — | — | — | — | 1,129,944 | 7,841,811 | | | 1/16/2025(4) | — | — | — | — | 141,243 | 980,226 | | KAREN BOONE | 1/17/2019(10) | 450,000 | — | 8.82 | 1/16/2029 | — | — | | | 12/9/2020(10) | 5,698 | — | 110.79 | 12/8/2030 | — | — | | | 3/1/2021(10) | 1,183 | — | 123.81 | 2/28/2031 | — | — | | | 12/7/2021(10) | 15,438 | — | 41.78 | 12/6/2031 | — | — | | | 1/16/2025(5) | — | — | — | — | 11,688 | 81,115 | | CHRIS BRUZZO | 12/19/2023(6) | — | — | — | — | 55,929 | 388,147 | | | 12/3/2024(5) | — | — | — | — | 12,698 | 88,124 | | | 1/16/2025(5) | — | — | — | — | 731 | 5,073 | | ELIZABETH CODDINGTON | 6/13/2022(7) | 479,024 | 159,675 | 9.84 | 6/12/2032 | — | — | | | 6/13/2022(7) | — | — | — | — | 87,277 | 605,702 | | | 9/1/2023(8) | — | — | — | — | 450,000 | 3,123,000 | | | 3/1/2024(8) | — | — | — | — | 755,495 | 5,243,135 | | | 9/30/2024(9) | — | — | — | — | 596,659 | 4,140,813 | | | 10/17/2024(4) | — | — | — | — | 119,332 | 828,164 | | JENNIFER COTTER | 6/13/2019(10) | 159,604 | — | 14.59 | 6/13/2029 | — | — | | | 2/28/2020(10) | 184,000 | — | 26.69 | 2/27/2030 | — | — | | | 9/16/2020(10) | 80,109 | — | 82.59 | 9/15/2030 | — | — | | | 3/1/2021(10) | 50,508 | — | 123.81 | 2/28/1931 | — | — | | | 9/1/2021(8) | 31,649 | 2,110 | 100.04 | 8/31/2031 | — | — | | | 9/1/2021(10) | 9,197 | — | 100.04 | 8/31/2031 | — | — | | | 9/1/2021(8) | — | — | — | — | 865 | 6,003 | | | 3/1/2022(8) | — | — | — | — | 13,823 | 95,932 | | | 3/1/2022(8) | — | — | — | — | 13,823 | 95,932 | | | 9/1/2022(8) | — | — | — | — | 78,649 | 545,824 | | | 9/1/2022(8) | — | — | — | — | 70,103 | 486,515 | | | 3/1/2023(8) | — | — | — | — | 103,715 | 719,782 | | | 9/1/2023(8) | — | — | — | — | 405,000 | 2,810,700 | | | 3/1/2024(8) | — | — | — | — | 679,945 | 4,718,818 | | | 9/30/2024(9) | — | — | — | — | 596,659 | 4,140,813 | | | 10/17/2024(4) | — | — | — | — | 119,332 | 828,164 |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| 64 | | | 2025 PROXY STATEMENT |
FISCAL 2025 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) | | NICK CALDWELL | 11/1/2023(7) | — | — | — | — | 1,041,667 | 7,229,169 | | | 9/30/2024(9) | — | — | — | — | 596,659 | 4,140,813 | | | 10/17/2024(4) | — | — | — | — | 119,332 | 828,164 | | DION CAMP SANDERS | 1/17/2019(10) | 140,000 | — | 8.82 | 1/16/2029 | — | — | | | 4/26/2019(10) | 75,000 | — | 14.59 | 4/25/2029 | — | — | | | 4/26/2019(11) | 52,500 | 22,500 | 14.59 | 4/25/2029 | — | — | | | 2/28/2020(10) | 94,203 | — | 26.69 | 2/27/2030 | — | — | | | 3/1/2021(10) | 37,043 | — | 123.81 | 2/28/2031 | — | — | | | 9/1/2021(10) | — | — | — | — | 1,269 | 8,807 | | | 3/1/2022(8) | — | — | — | — | 8,985 | 62,356 | | | 3/1/2022(8) | — | — | — | — | 8,985 | 62,356 | | | 9/1/2022(8) | — | — | — | — | 36,703 | 254,719 | | | 9/1/2022(8) | — | — | — | — | 26,217 | 181,946 | | | 3/1/2023(8) | — | — | — | — | 120,055 | 833,182 | | | 9/1/2023(8) | — | — | — | — | 360,000 | 2,498,400 | | | 3/1/2024(8) | — | — | — | — | 604,396 | 4,194,508 | | | 9/30/2024(9) | — | — | — | — | 522,077 | 3,623,214 | | | 10/17/2024(4) | — | — | — | — | 119,332 | 828,164 | | ANDREW RENDICH | 5/2/2022(7) | 154,821 | 51,607 | 18.73 | 6/30/2026 | — | — | | | 5/2/2022(7) | — | — | — | — | 31,858 | 221,095 | | | 9/1/2022(8) | — | — | — | — | 72,095 | 500,339 | | | 9/1/2022(8) | — | — | — | — | 81,192 | 563,472 | | | 3/1/2023(8) | — | — | — | — | 85,754 | 595,133 | | | 9/1/2023(8) | — | — | — | — | 405,000 | 2,810,700 | | | 3/1/2024(8) | — | — | — | — | 679,945 | 4,718,818 | | | 9/30/2024(9) | — | — | — | — | 522,077 | 3,623,214 | | | 10/17/2024(4) | — | — | — | — | 119,332 | 828,164 |
FISCAL 2025 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 (as defined below) and are for shares of Class B common stock. |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (2) Market value based on $6.94 per share, which was the closing market price of our Class A common stock on June 30, 2025. |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (3) Vests as to 1/4th of the total shares of our Class A common stock on each annual anniversary of January 1, 2025, in each case subject to continued service. The RSU and Option awards are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.” |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (4) Earned shares vested at the 200% target level on September 15, 2025. The PSU awards are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.” Mr. Rendich’s PSU awards accelerated at the 100% target level, pursuant to the terms of the Severance Plan and applicable award agreement. |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (5) Vests as to 1/4th of the total shares of our Class A common stock quarterly on each of March 3, 2025, June 3, 2025 and September 3, 2025, with the final 1/4th vesting on the earlier of (i) December 3, 2025 and (ii) the 2025 annual stockholders meeting, in each case subject to continued service. |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (6) Vests as to 1/3rd 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. |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| | 2025 PROXY STATEMENT | | | 65 |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (7) 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.” |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (8) 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.” |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (9) Vests quarterly at the rate of 1/8th of our Class A common stock underlying the RSU award following the grant date, in each case subject to continued service. The RSU awards are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.” |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (10) As of the date of filing, the Option or RSU is 100% vested and exercisable. |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (11) Vests as to 40% of the Class B common stock underlying the Option award on February 1, 2022, 30% of the Class B common stock underlying the Option award on each of February 1, 2024 and February 1, 2026. The Option award is subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.” |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| 66 | | | 2025 PROXY STATEMENT |
FISCAL 2025 STOCK OPTION EXERCISES AND STOCK VESTED TABLE
FISCAL 2025 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 subject to RSU awards that vested during Fiscal 2025.
FISCAL 2025 STOCK OPTION EXERCISES AND STOCK VESTED TABLE
| | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(1) | | PETER STERN | — | — | | KAREN BOONE | 227,915 | 1,511,960 | | CHRIS BRUZZO | 181,273 | 1,087,862 | | ELIZABETH CODDINGTON | 919,998 | 6,654,124 | | JENNIFER COTTER | 1,003,841 | 7,215,214 | | NICK CALDWELL | 1,168,180 | 9,164,348 | | DION CAMP SANDERS | 842,124 | 6,064,167 | | ANDREW RENDICH | 943,990 | 6,757,293 |
FISCAL 2025 STOCK OPTION EXERCISES AND STOCK VESTED TABLE
| (1) 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. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
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.
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 ($)(3) | TOTAL ($) | | PETER STERN | 3,739,727 | 28,316 | 5,881,359 | 9,649,401 | 5,000,001 | 42,474 | 9,802,264 | 14,844,739 | | KAREN BOONE | — | — | — | — | — | — | — | — | | CHRIS BRUZZO | — | — | — | — | — | — | — | — | | ELIZABETH CODDINGTON | 1,000,000 | 3,042 | 8,869,271 | 9,872,313 | 1,500,000 | 4,563 | 14,768,979 | 16,273,542 | | JENNIFER COTTER | 1,000,000 | 28,258 | 9,369,153 | 10,397,411 | 1,500,000 | 42,387 | 15,276,647 | 16,819,035 | | NICK CALDWELL | 1,000,000 | 14,715 | 8,181,941 | 9,196,656 | 1,500,000 | 22,073 | 13,026,311 | 14,548,384 | | DION CAMP SANDERS | 1,000,000 | 28,258 | 8,149,538 | 9,177,796 | 1,500,000 | 42,387 | 13,375,816 | 14,918,203 | | ANDREW RENDICH | 1,000,000 | 45,580 | 8,104,095 | 9,149,675 | — | — | — | — |
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. Rendich reflect the severance payments and benefits actually received by Mr. Rendich upon his termination of employment at the end of Fiscal 2025. 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, 2025. Ms. Boone and Mr. Bruzzo were not eligible to participate in our Severance Plan while they served as Interim CEOs per the terms of their Offer Letters with the Company. |
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. |
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, 2025 ($6.94) less, if applicable, the exercise price of each outstanding Option. |
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. |
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 Officer) to the annual total compensation of our Principal Executive Officer. As set forth in the Summary Compensation Table, the total annual compensation for Mr. Stern, our Chief Executive Officer and President, was $18,236,835 for Fiscal 2025. Because Mr. Stern only served as our CEO from January 1, 2025 until June 30, 2025, we made annualizing adjustments to the amounts set forth in the Salary and Bonus columns of the Summary Compensation Table for Mr. Stern for purposes of calculating the CEO pay ratio, as required by Item 402(u). We annualized Mr. Stern’s annual base salary and annual cash bonus (but not his one time discretionary signing bonus). As noted above, the amounts in the Bonus and Stock Awards columns of the Summary Compensation Table for Mr. Stern reflect, respectively, a one time discretionary signing bonus and a one time grant of RSU, PSU and stock option awards in connection with Mr. Stern’s appointment as CEO. Mr. Stern’s annualized total compensation for Fiscal 2025 for purposes of calculating the CEO pay ratio is $19,496,451. Our median employee’s annual total compensation was $182,512 for Fiscal 2025, resulting in a CEO pay ratio of 107:1. 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 CEO, as of June 30, 2025 (the determination date).
CEO PAY RATIO DISCLOSURE
| 70 | | | 2025 PROXY STATEMENT |
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, 2024 through June 30, 2025. 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 2025 annual total compensation for this individual using the same methodology we use for our named executive officers as set forth in our Fiscal 2025 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.
CEO PAY RATIO DISCLOSURE
| | 2025 PROXY STATEMENT | | | 71 |
CEO PAY RATIO DISCLOSURE
| PELOTON INTERACTIVE, INC. PAY VERSUS PERFORMANCE |
CEO PAY RATIO DISCLOSURE
In the Pay Versus Performance Table below, 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 five 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 assumptions. “Compensation actually paid” generally fluctuates due to stock price performance, among other factors.
CEO PAY RATIO DISCLOSURE
| FISCAL YEAR (1) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO PETER STERN (2) | COMPENSATION ACTUALLY PAID TO PEO PETER STERN (3) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO JOHN FOLEY (2) | COMPENSATION ACTUALLY PAID TO PEO JOHN FOLEY (3) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO BARRY MCCARTHY (2) | COMPENSATION ACTUALLY PAID TO PEO BARRY MCCARTHY (3) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO KAREN BOONE (2) | COMPENSATION ACTUALLY PAID TO PEO KAREN BOONE (3) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO CHRIS BRUZZO (2) | COMPENSATION ACTUALLY PAID TO PEO CHRIS BRUZZO (3) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS (2) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS (4) | PTON TOTAL SHAREHOLDER RETURN (5) | PEER GROUP TOTAL SHAREHOLDER RETURN (6) | NET INCOME ($M) (7) | | FREE CASH FLOW ($M) (8) | | | 2025 | $18,236,835 | $15,931,097 | N/A | N/A | N/A | N/A | $2,311,292 | $2,878,723 | $1,471,120 | $2,099,971 | $6,417,348 | $16,400,793 | $12.01 | $276.13 | ($ | 118.9) | | 323.7 | | 2024 | N/A | N/A | N/A | N/A | $9,515,710 | ($3,113,401) | $1,196,870 | $921,875 | $1,623,195 | $1,158,539 | $11,032,244 | $4,093,377 | $5.85 | $243.25 | ($ | 551.9) | ($ | 85.8) | | 2023 | N/A | N/A | N/A | N/A | $1,094,631 | ($6,088,273) | N/A | N/A | N/A | N/A | $13,786,240 | $4,246,646 | $13.31 | $168.27 | ($ | 1,261.7) | ($ | 470.0) | | 2022 | N/A | N/A | $16,091,152 | ($178,221,274) | $168,073,420 | $32,829,750 | N/A | N/A | N/A | N/A | $13,065,720 | ($80,153,488) | $15.89 | $122.62 | ($ | 2,827.7) | ($ | 2,357.4) | | 2021 | N/A | N/A | $17,800,028 | $240,323,250 | N/A | N/A | N/A | N/A | N/A | N/A | $9,702,663 | $153,043,140 | $214.68 | $150.35 | ($ | 189.0) | ($ | 491.9) |
CEO PAY RATIO DISCLOSURE
| (1) Mr. Stern was appointed as the Company’s PEO effective from January 1, 2025. Karen Boone and Chris Bruzzo served as the Company’s Co-PEOs from May 2, 2024 to December 31, 2024 and November 1, 2024, respectively. 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 Ms. Boone, Mr. Bruzzo and Mr. McCarthy, our “Former PEOs”). |
CEO PAY RATIO DISCLOSURE
The Company’s “Non-PEO NEOs” for the indicated fiscal years were as follows:
CEO PAY RATIO DISCLOSURE
| • | 2025: Elizabeth Coddington, Jen Cotter, Nick Caldwell, Dion Camp Sanders and Andrew Rendich |
CEO PAY RATIO DISCLOSURE
| • | 2024: Elizabeth Coddington, Jen Cotter, Andrew Rendich, Nick Caldwell and Thomas Cortese |
CEO PAY RATIO DISCLOSURE
| • | 2023: Elizabeth Coddington, Leslie Berland, Jen Cotter, Thomas Cortese and John Foley |
CEO PAY RATIO DISCLOSURE
| • | 2022: Jill Woodworth, Elizabeth Coddington, William Lynch, Thomas Cortese, Hisao Kushi and Kevin Cornils |
CEO PAY RATIO DISCLOSURE
| • | 2021: Jill Woodworth, William Lynch, Thomas Cortese and Hisao Kushi |
CEO PAY RATIO DISCLOSURE
| (2) Amounts reported in these columns represent the to tal compensation reported in the Summary Compensation Table for the indicated fiscal year in the case of (i) PEO, (ii) our Former PEOs and (iii) the average for the applicable Non-PEO NEOs. |
CEO PAY RATIO DISCLOSURE
| (3) Amounts reported in these columns represent the compensation actually paid to (i) our PEO 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 2025. Information for Fiscal 2024 is included in our proxy statement filed with the SEC on October 22, 2024 and information for Fiscal 2021 to Fiscal 2023 is included in our proxy state me nt filed with the SEC on October 26, 20 2 3. |
CEO PAY RATIO DISCLOSURE
| 72 | | | 2025 PROXY STATEMENT |
CEO PAY RATIO DISCLOSURE
| | | PEO (PETER STERN) | FORMER PEO (KAREN BOONE) | FORMER PEO (CHRIS BRUZZO) | | | | 2025 | 2025 | 2025 | | | Summary Compensation Table—Total Com pe nsation | $18,236,835 | $2,311,292 | $1,471,120 | | – | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | ($15,792,378) | ($1,059,830) | ($571,426) | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $13,486,640 | $81,115 | $93,197 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $0 | $0 | $199,107 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $1,394,972 | $765,564 | | + | 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 | $0 | $151,174 | $189,667 | | – | 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 | ($47,259) | | = | Compensation Actually Paid | $15,931,097 | $2,878,723 | $2,099,971 |
CEO PAY RATIO DISCLOSURE
For purposes of calculating compensation actually paid, compensation related to equity awards was remeasured. For RSUs and PSUs, 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 Ms. Boone and Mr. Bruzzo, the Fiscal 2025 equity awards include awards granted in connection with their service as interim Co-PEOs and awards granted in connection with their service as non-employee directors. 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.
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 2025 based on the average compensation for such NEOs. Information for Fiscal 2024 is included in our proxy statement filed with the SEC on October 22, 2024 and information for Fiscal 2021 to Fiscal 2023 is included in our proxy statement filed with the SEC on October 26, 2023. |
CEO PAY RATIO DISCLOSURE
| NEO AVERAGE | | | | | | 2025 | | | Summary Compensation Table—Total Compensation | $6,417,348 | | – | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | ($5,178,948) | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $5,590,102 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $4,511,304 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $2,703,760 | | + | Change in Fair Value as of Vesting Date of Stock Awards and Op tio n Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $2,357,226 | | – | 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 | | = | Compensation Actually Paid | $16,400,793 |
CEO PAY RATIO DISCLOSURE
We used the same assumptions relating t o remeasurement of equity award compensation as disclosed above in footnote (3).
CEO PAY RATIO DISCLOSURE
| | 2025 PROXY STATEMENT | | | 73 |
CEO PAY RATIO DISCLOSURE
| (5) Our total shareholder return (“TSR”) assumes $100 was invested in our com mon 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 performa n ce. |
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, 2025 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. |
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. |
CEO PAY RATIO DISCLOSURE
| (8) We define Free Cash Flow as net cash provided by (used in) operating activities less capital expenditures. Please see the CD&A and Appendix A for additional information. |