DEF 14A of Planet Fitness, Inc., Mar 21, 2024

DEF 14A of Planet Fitness, Inc.

Filed Mar 21, 2024 · FY20230001637207-24-000028

Open on EDGAR

  1. What vote is required to approve the election of directors (Proposal 1)?

    What vote is required to approve the election of directors (Proposal 1)? Director nominees are elected by plurality vote. Therefore, if you do not vote for a nominee, or you “withhold” authority to vote for a nominee, your vote will not count either “for” or “against” the nominee. Broker non-votes will have no effect on the outcome of Proposal 1.

  2. Election of Directors

    Election of Directors Our business operates under the direction of our Board, which currently consists of seven directors. In accordance with our Restated Certificate of Incorporation, our Board consists of three classes of approximately equal size: Classes I, II, and III, with terms expiring in 2025, 2026, and 2024, respectively. Bernard Acoca and Frances Rathke are the Class III directors whose terms expire at the Annual Meeting. Our Board has nominated, and stockholders are being asked to reelect, Mr. Acoca and Ms. Rathke for three-year terms expiring at our 2027 annual meeting of stockholders. If elected, the nominees will each hold office until the conclusion of our 2027 annual meeting of stockholders and a successor is duly elected and qualified or until earlier death, resignation, or removal. Each of the two nominees currently serves as a director of the Company. Mr. Acoca and Ms. Rathke were elected by stockholders at the 2021 annual meeting of stockholders. The Board is not aware of any nominee who will be unable or unwilling to serve as a director if elected at the Annual Meeting. In the event that one or more nominees is unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors to be elected at the Annual Meeting. Information relating to each nominee for election as director and for each continuing director, including his or her period of service as a director of the Company, principal occupation and other biographical material, is shown later in this Proxy Statement. The Board recommends a vote FOR the election of each of the nominees as director.

  3. BOARD OF DIRECTORS

    BOARD OF DIRECTORS The following table sets forth the name, age, and position, as of March 4, 2024, of individuals who currently serve as directors on our Board.

  4. BOARD OF DIRECTORS

    | Name | Age | Position | | Stephen Spinelli, Jr. | 69 | Chair of the Board | | Craig Benson | 69 | Interim Chief Executive Officer and Director | | Bernard Acoca | 54 | Director | | Enshalla Anderson | 54 | Director | | Cammie Dunaway | 61 | Director | | Frances Rathke | 63 | Director | | Christopher Tanco | 62 | Director |

  5. Class I—Directors with Terms Expiring in 2025

    Class I—Directors with Terms Expiring in 2025 Craig Benson has served on our Board since July 2017. Gov. Benson brings to our Board 40 years of experience in the areas of executive leadership, launching and growing business to business services, media, consumer electronics and services, including experience in marketing strategy, international marketing and business development, communications, data analytics, loyalty, digital transformation, and public company leadership and corporate governance, among other skills and qualifications. Because of all the foregoing, we believe Gov. Benson is well qualified to serve on our Board and adds particular value as we execute our long-term strategic plans while working closely with our franchisees to solidify our joint efforts to enhance our brand domestically and abroad. Gov. Craig Benson has served as the Company’s Interim Chief Executive Officer since September 2023. He has served as the Chief Executive Officer at Soft Draw Investments, LLC, since 2002. He previously served as the 79th Governor of the State of New Hampshire. During his tenure, the Cato Institute recognized Gov. Benson as the most effective new governor in the country, as well as the second most effective of all governors nationwide. In 1983, Gov. Benson co-founded Cabletron Systems, Inc., an international leading provider of networking solutions, and thereafter served as its Chairman from 1983 to July 1999. Gov. Benson served at various times as Cabletron’s CEO, COO and President, helping take the company from a garage start-up to a publicly traded company with 7,000 employees and annual sales exceeding $1.6 billion. He serves as the Vice Chairman of the Trustees of Babson College. He previously served as a Director of Sycamore Networks Inc. from October 2007 to April 1, 2013 and as Trustee of Lahey Health System, Inc. and Lahey Hospital & Medical Center from 2005 to 2019. Gov. Benson graduated from Babson College with a degree in Finance and completed an MBA in Operations Management from Syracuse University. He also holds honorary degrees from Dartmouth College, the University of New Hampshire, Grand Valley State University and Thomas Jefferson University. Cammie Dunaway has served on our Board since October 2017. Ms. Dunaway brings to our Board more than 20 years of experience as a senior marketing and general management executive, launching and growing consumer businesses in entertainment, media, consumer electronics, and services, including experience in marketing strategy, international marketing and business development, communications, data analytics, loyalty, digital transformation, and public company leadership and corporate governance, among other skills and qualifications. Because of all the foregoing, we believe Ms. Dunaway is well qualified to serve on our Board and adds particular value as we seek to expand our brand into digital channels and new international territories. Ms. Dunaway currently serves as an independent executive coach and advisor. She previously served as the Chief Marketing Officer for Duolingo, a language education platform, from 2018 until her retirement in July 2022. Prior to Duolingo, Ms. Dunaway was a private consultant supporting organizations with strategic initiatives to accelerate growth and innovation, and coached leaders on how to achieve maximum results, impact and enjoyment from 2015 until 2018. Ms. Dunaway’s prior experiences also include serving as the U.S. President and Global Chief Marketing Officer of KidZania, an international location-based entertainment concept focused on children’s role-playing activities; Executive Vice President for Nintendo, with oversight of all sales and marketing activities for the company in the United States, Canada and Latin America; Chief Marketing Officer for Yahoo!; and at Frito-Lay for 13 years in various leadership roles in sales and marketing, including serving as the company’s Chief Customer Officer and as Vice President of Kids and Teens brands. Ms. Dunaway has served as a member of the board of directors for Red Robin Gourmet Burgers, Inc. since 2014, serving as the Chair of the nominating and corporate governance committee, as well as a member of the compensation committee. She also serves on the board of directors of Flo, a leader in women’s digital health support. She previously served as a member of the board of directors for GoHealth, LLC from 2017 to 2021, Nordstrom fsb from 2014 to 2017, Marketo, Inc. from 2015 to 2016, and Brunswick Industries from 2006 to 2014. Ms. Dunaway holds a Bachelor of Science degree in Business Administration from the University of Richmond and an M.B.A. from Harvard Business School. Christopher Tanco has served on our Board since January 2021. Mr. Tanco brings to our board more than 20 years of experience in the areas of public company leadership, international business development and operations, franchising in the U.S. and internationally, consumer services, strategic planning and digital innovation, among other skills and qualifications. Because of all the foregoing, we believe Mr. Tanco is well qualified to serve on our Board and adds particular value as we execute our international growth strategy and seek to innovate our stores system wide. Mr. Tanco has served as the operating partner of the Princeton Equity Group since September 2022. He has also served as a senior adviser to Alvarez & Marsal Capital since March 2023. Mr. Tanco was previously employed as the Executive Vice President and Chief Operating Officer for 7‑Eleven, Inc., a role he held from December 2015 until May 2022. As COO, he led Franchise and Corporate Operations for 15,000 stores, the company’s digital initiatives, restaurant expansion, operations and franchise support, field merchandising and sales, store of the future, fuels and the Canada business unit. Mr. Tanco first joined 7-Eleven in November 2009 and served as an Executive Vice President and led 7‑Eleven’s international business across 18 countries until November 2015. Before joining 7‑Eleven, Mr. Tanco served as the Chief Franchise Officer for Pizza Hut and in various operations, international, general management, and franchise leadership roles with Yum! Brands. Mr. Tanco currently serves on the board of directors of Max’s Group Inc., 7-Eleven Mexico S.A. de C.V., and 7-Eleven International LLC, having previously served on the board of directors of 7‑Eleven, Inc. and Urban Air Adventure Parks. He received his Bachelor of Arts in Interdisciplinary Studies from the Ateneo de Manila University, Manila, Philippines, and earned his M.B.A. from Darden Graduate School of Business Administration at the University of Virginia.

  6. Class II—Directors with Terms Expiring in 2026

    Class II—Directors with Terms Expiring in 2026 Enshalla Anderson has served on our Board since February 2020. Ms. Anderson brings to our Board more than 25 years of experience in the areas of traditional and digital marketing, brand strategy, consumer branding, corporate strategy, among other skills and qualifications, having partnered with leading consumer and B2B brands including Fidelity, AB InBev, Bell Helicopter, Hard Rock Hotels, and Gap Inc. Because of all of the foregoing, we believe Ms. Anderson is well qualified to serve on our Board, and adds particular value as we continue to develop our digital strategy and enhance our strategic marketing plans. Ms. Anderson has served as Director, Global Head of Brand Strategy, Google Cloud at Google since August 2020 and assumed responsibility for the Global Brand & Creative team for Google Cloud in August 2021 with a primary focus on enterprise marketing for cloud technology. Previously, she served as the Chief Strategy Officer at FutureBrand North America since June 2013 where she worked on global branding programs. Prior to joining FutureBrand, she served as Senior Director of Brand Strategy at Siegel+Gale from December, 2008 until May, 2013, where she oversaw comprehensive naming, brand strategy, and architecture programs for retainer client American Express. Previously, she was a Director at Vivaldi Partners from December 2005 until October 2008, where she developed portfolio and product level strategies. Additionally, Ms. Anderson worked on the global marketing team at Avon from September 2000 until December 2005, touching heritage brands such as Skin-So-Soft and expanding Avon’s operations in Turkey. From 1998 through 2000, Ms. Anderson worked at Monitor Group (now part of Deloitte) working on corporate strategy projects with Kellogg’s and Bank of Bermuda (now HSBC). Ms. Anderson began her career in JP Morgan’s Emerging Markets Fixed Income Research group working in the New York and London offices. Ms. Anderson earned her Bachelor of Arts in History from the University of Pennsylvania and her MBA from Harvard Business School. Stephen Spinelli, Jr. has served on our Board since January 2012 and as Chair of our Board since May 2017. Dr. Spinelli brings to our Board more than 40 years of education and experience in franchising, both as franchisor and franchisee, international business development, finance, executive leadership, entrepreneurship, launching and growing consumer services businesses, as well as teaching, writing and presenting extensively in the areas of executive level leadership, business and entrepreneurship, including consulting for or leading executive education programs for corporations such as Intel Corporation, IBM Corporation and Allied Domecq, among other skills and qualifications. Because of all the foregoing, we believe Dr. Spinelli is well qualified to serve on our Board and adds particular value as we execute our growth plans for our Company and brand while maintaining the entrepreneurial spirit that helped us become a leader in our industry. Dr. Spinelli has served as the 14th president of Babson College since July 2019. He served as Chancellor of Thomas Jefferson University from July 2017 until June 2018, having previously served as President of Philadelphia University since August 2007, which merged with Thomas Jefferson University in June 2017. He was named Chancellor Emeritus of Thomas Jefferson University effective July 1, 2018. Dr. Spinelli co-founded Jiffy Lube International, Inc. in 1979 under the leadership of his college football coach. Three years later, Dr. Spinelli became a franchisee and remained a director of the Company. He grew to become Jiffy Lube’s largest franchisee. Dr. Spinelli previously served as Chief Executive Officer of the American Oil Change Corporation. He also currently serves on the Board of Advisors of the Berwind Corporation and the Board of Directors of Fyzical Therapy and Balance Centers. In addition to his extensive business experience, Dr. Spinelli obtained his educational training at some of the top global institutions for business, finance and entrepreneurship. He received his Ph.D. in economics from The Management School, Imperial College, University of London, his M.B.A. from Babson College and his Bachelor’s Degree in Economics from McDaniel College.

  7. Class III—Directors with Terms Expiring in 2024

    Class III—Directors with Terms Expiring in 2024 Bernard Acoca has served on our Board since January 2021. Mr. Acoca brings to our Board more than 20 years of experience in the areas of public company executive leadership, franchising, strategic planning, consumer brands and marketing, among other skills and qualifications. Because of all the foregoing, we believe Mr. Acoca is well suited to serve on our Board and adds particular value as we execute on our development strategy to grow our membership base and increase our system-wide store count to over, 5,000 locations. Since January 2022, Mr. Acoca has served as the Chief Executive Officer of Zaxby's, a 900+ unit restaurant chain famous for their signature chicken fingers, which was acquired by Goldman Sachs Merchant Banking division in November 2020. Prior to Zaxby's, Mr. Acoca served as Chief Executive Officer and President of El Pollo Loco from March 2018 to October 2021. Mr. Acoca joined El Pollo Loco after seven years at Starbucks Coffee Company as a member of its Executive Team. From 2015 to 2018, Mr. Acoca served as President of Teavana, Starbucks’ global tea brand, where he was responsible for the overall operations of over 375 Teavana specialty retail stores in North America as well as its e-commerce business. Before that, Mr. Acoca served as Senior Vice President, Marketing & Category for the Americas, Starbucks’ largest region, where he was responsible for managing categories totaling $9B in sales. Additionally, he served as Chief Marketing Officer for the Americas for L’Oréal and spent 10 years at YUM brands in marketing roles of increasing responsibility. Mr. Acoca holds a Bachelor of Arts degree from Emory University in Atlanta, Georgia. Frances Rathke has served on our Board since August 2016. Ms. Rathke brings to our Board nearly 30 years of experience in the areas of financial management and oversight, strategic planning, risk management, consumer brands and public company leadership, among other skills and qualifications. Because of all of the foregoing, we believe Ms. Rathke is well qualified to serve on our Board and adds particular value as we look to effectively deploy our capital in support of our strategic initiatives. Ms. Rathke previously served as Chief Financial Officer and treasurer of Keurig Green Mountain, Inc. for 12 years, where she was responsible for leading the company’s finance organization, overseeing $1.5 billion in acquisitions and playing a leading role in capital raises and strategic investments. Prior to Keurig Green Mountain, she was interim Chief Financial Officer for Wild Oats Markets, Inc. Prior to her role at Wild Oats, Ms. Rathke served as Chief Financial Officer and secretary for 11 years at Ben & Jerry’s Homemade, Inc. where she oversaw the company’s overall financial plans, policies and procedures, after serving there as controller. Ms. Rathke is a current member of the board of directors of Green Mountain Power Corporation, John Hancock Investments, Oatly and the Flynn Center for Performing Arts. Earlier in her career Ms. Rathke was a Senior Manager at Coopers & Lybrand LLC where she was a Certified Public Accountant (now inactive). She received a Bachelor of Science degree in Accounting from the School of Business at the University of Vermont.

  8. 2023 and 2024 Executive Transitions

    2023 and 2024 Executive Transitions We had significant transitions in leadership in 2023, with Messrs. Rondeau and Hymes terminating employment with the Company and Gov. Benson stepping in as Interim Chief Executive Officer while the Company engages in a comprehensive search for its next Chief Executive Officer. In addition, in February 2024, the Company announced that Mr. Fitzgerald had informed the Company of his intention to retire, effective September 1, 2024. This year’s executive compensation disclosure reflects these changes in leadership that occurred in 2023. Messrs. Rondeau and Hymes were entitled to receive severance payments and benefits pursuant to, and in accordance with, the Planet Fitness, Inc. Executive Severance & Change in Control Policy (the “Severance Policy”). With a focus on retaining our currently employed named executive officers during these transitions, and ensuring a smooth transition in connection with Mr. Fitzgerald’s retirement, our compensation committee determined to grant retention awards in the form of a cash retention bonus to Mr. Fitzgerald, payable if he remains employed by us through August 31, 2024, and time-based restricted stock units to Mr. Bode and Ms. Simmons, which vest in two equal installments over two years from the grant date, generally subject to their continued employment through the applicable vesting dates.

  9. Stockholder Outreach

    Stockholder Outreach Every year, we conduct an annual vote to approve our executive compensation program on an advisory (non-binding) basis, commonly known as “say-on-pay.” In order to continue to better understand investors’ perspectives on our executive compensation program, our management team continued its efforts on stockholder outreach on this topic throughout 2023. Although we have generally not received feedback from stockholders on targeted areas of concern, to better align the Company’s long-term incentive plan with the interests of its stockholders, for the Company’s 2023 long-term incentive plan, the compensation committee determined to grant 50% of the annual long-term incentive award to our named executive officers in restricted stock units and 50% in performance share units, significantly increasing the performance-based portion of the long-term incentive plan, compared to the 2022 program, which contained an equal mix of restricted stock units, performance share units and stock options. To further align the long-term incentive plan with our long-term strategy and the interests of the Company’s stockholders, the performance share units granted pursuant to the 2024 long-term incentive plan will have a three-year performance period, increased from one year under the 2022 and 2023 plans. Additionally, we revised our annual cash bonus plan by eliminating the funding pool concept, which also had the effect of eliminating the possibility of reallocating remaining funds in the pool after the initial allocation of the pool. For a summary of the changes to our 2023 executive compensation plan, see “Components of our Executive Compensation Program.”

  10. The compensation committee

    The compensation committee The compensation committee oversees our executive compensation program and is responsible for approving the nature and amount of the compensation paid to our executive officers and administering our equity compensation plans and awards. To maintain pay at competitive levels, our compensation committee strives to set base salaries and total compensation (base salary, target annual bonus opportunity and the grant date value of long-term incentive awards) that align with similar positions among our peer companies for the same element of compensation, while also taking into consideration experience, individual performance, importance of the applicable role and internal equity. For information on the peer companies we use for compensation setting purposes, please see the discussion under “Use of Peer Group and Benchmarking.” To tie executive compensation to performance, short-term incentives are earned based primarily on overall company performance for the year. The compensation committee also considers company performance when determining the size and targets of our long-term incentive awards. As described below, the compensation committee works with members of management and obtains advice from an external independent compensation consultant when making its compensation decisions; however, the compensation committee remains solely responsible for setting the compensation of our named executive officers.

  11. The role of the compensation consultant

    The role of the compensation consultant Each year, the compensation committee considers a variety of factors in assessing the competitiveness of our executive compensation program and the individual total compensation of each of our named executive officers. These factors include our performance against our internal strategic, operational and financial goals, an analysis of the appropriate mix of short-term cash and long-term equity compensation and a thorough review of compensation paid at peer companies compared to the compensation we pay our executives officers. The compensation committee has engaged a compensation consulting firm to provide it with objective analysis, advice and information regarding executive compensation, including competitive market data and compensation recommendations related to our Chief Executive Officer and our other named executive officers, including our Interim Chief Executive Officer in 2023. The compensation committee directly engaged Meridian in 2022 and 2023 to review the peer group used for its 2023 and 2024 compensation determinations to provide an annual review of the Company's executive compensation practices and policies and to provide an overview of market trends and best practices. After consideration of the independence assessment factors provided under the listing rules of the NYSE, the compensation committee determined that Meridian is independent and that the work it performed in 2023 did not raise any conflicts of interest.

  12. Use of peer group and benchmarking

    Use of peer group and benchmarking With the assistance of Meridian, the compensation committee developed a list of peer companies and collected and analyzed compensation data of these peer companies, comparing this data with the levels and mix of components of our executive compensation program. In determining the peer group, the compensation committee reviewed publicly traded companies operating primarily under a franchise business model in the hotels, restaurants and leisure or health and wellness industries with similar revenue, system-wide sales and market capitalization to the Company. After re-evaluating the Company’s peer group in 2022, with the assistance and advice of Meridian, the compensation committee removed Tivity Health, Inc., which was acquired in June 2022 and is no longer a public company. Based on the above selection criteria, the compensation committee developed an updated list of selected peer companies for its 2023 peer group, adding Life Time Group Holdings, Inc. to the peer group. The compensation committee used compensation data from the peer companies as a basis for evaluating base salary and annual bonus target levels, as well as the grant date values and types of long-term incentive awards granted, for the 2023 fiscal year.

  13. Use of peer group and benchmarking

    | 2023 Peer Companies Utilized in Evaluating Named Executive Officer Compensation | | | | 1Life Healthcare, Inc. | Dine Brands Global, Inc. | Ruth’s Hospitality, Inc. | | The Beachbody Company, Inc. | Domino’s Pizza, Inc. | Shake Shack Inc. | | Bloomin Brands, Inc. | Driven Brands Holdings Inc. | Texas Roadhouse, Inc. | | Brinker International, Inc. | Jack in the Box, Inc. | The Wendy’s Company | | The Cheesecake Factory Incorporated | Life Time Group Holdings, Inc. | WW International, Inc. | | Choice Hotels International, Inc. | Papa John’s International, Inc. | | | Denny’s Corporation | Peloton Interactive, Inc. | |

  14. Use of peer group and benchmarking

    In August 2023, the compensation committee engaged Meridian to update our peer group for purposes of assisting the compensation committee compensation determinations for 2024. In determining the 2024 peer group, the compensation committee once again reviewed publicly traded companies operating primarily under a franchise business model in the hotels, restaurants and leisure or health and wellness industries with similar revenue, system-wide sales and market capitalization to the Company. Additionally, the committee expanded its review of consumer facing brands in the retail sector. Based on the above selection criteria, the compensation committee developed an updated list of selected peer companies for its 2024 peer group, removing 1Life Healthcare, Inc., The Cheesecake Factory Incorporated and Ruth’s Hospitality Group, Inc. and adding Krispy Kreme, Inc., National Vision Holdings, Inc. Wingstop Inc. and Wyndham Hotels & Resorts, Inc. The compensation committee will use compensation data from the peer group listed below as a basis for evaluating base salary and annual bonus target levels, as well as the grant date values and types of long-term incentive awards granted, for the 2024 fiscal year.

  15. Use of peer group and benchmarking

    | 2024 Peer Companies Utilized in Evaluating Named Executive Officer Compensation | | | | The Beachbody Company, Inc. | Driven Brands Holdings, Inc. | Shake Shack, Inc. | | Bloomin Brands, Inc. | Jack in the Box, Inc. | Texas Roadhouse, Inc. | | Brinker International, Inc. | Krispy Kreme, Inc. | The Wendy’s Company | | Choice Hotels International, Inc. | Life Time Group Holdings, Inc. | Wingstop Inc. | | Denny’s Corporation | National Vision Holdings, Inc. | WW International, Inc. | | Dine Brands Global, Inc. | Papa John’s International, Inc. | Wyndham Hotels & Resorts, Inc. | | Domino’s Pizza, Inc. | Peloton Interactive, Inc. | |

  16. Pay mix

    | Compensation Element | Purpose | Features | | Base Salary | To attract, motivate and retain highly skilled executives. | Fixed component of pay to provide financial stability based on responsibilities, experience, individual contributions and peer company data. | | Annual Cash Bonuses | To promote and reward the achievement of key short-term strategic and business goals of the Company; for all named executive officers other than Gov. Benson, to motivate and attract executives. | Variable component of pay based on previously established annual company goals and, as determined appropriate by the compensation committee, personal goals. | | Long-Term Incentives | To encourage executives to focus on long-term Company performance and increasing stockholder value; to promote retention of executives; to align the interests of our executives with our stockholders. | Equity component of pay that aligns executive interests with those of our stockholders and rewards stockholder value creation over the long term; for 2023, annual grant in the form of 50% restricted stock units that generally vest in equal installments over a three-year period, and 50% performance share units that vest in full on the third anniversary of the grant date, subject to the achievement of certain performance criteria. In 2023 new hire and retention restricted stock units were granted as described below. |

  17. Base salary

    Base salary Each of our named executive officers is paid a base salary. The compensation committee believes this element of compensation is important because it provides a fixed element of compensation that reflects the individual named executive officer’s skills, experience and role, as valued in the marketplace and within the Company. Base salaries are established based on peer group data, internal pay equity considerations and each named executive officer’s skill set, experience and role and responsibilities. Base salaries are reviewed annually, upon hire or promotion, or following a change in job responsibilities and may be adjusted based on the above-referenced criteria and the recommendations of our Chief Executive Officer or Interim Chief Executive Officer, as applicable, except with regard to his own base salary. The initial base salary of each of Gov. Benson, Messrs. Fitzgerald, Bode, Hymes and Rondeau and Ms. Simmons is set forth in his or her respective employment agreement or offer letter, and has been subsequently adjusted for Messrs. Fitzgerald, Bode and Rondeau and Ms. Simmons by the compensation committee. Effective February 21, 2023, the compensation committee approved increases to the base salaries of Messrs. Fitzgerald, Bode and Rondeau (of $555,000 to $565,000, $415,000 to $430,000 and $950,000 to $1,000,000 respectively) in order to better align their compensation with similar positions at peer companies within the Company’s peer group. Gov. Benson’s base salary was set at $250,000, effective as of his date of appointment as the Company’s Interim Chief Executive Officer on September 15, 2023. The compensation committee, in consultation with Meridian, determined Gov. Benson’s compensation to be appropriate for his interim role, while also giving consideration to the fact that of his compensation as a director while serving as the Company’s Interim Chief Executive Officer would be suspended. The base salaries of our named executive officers as of (i) December 31, 2023 for our currently employed named executive officers or (ii) the last day of employment with the Company for Messrs. Hymes and Rondeau were as follows: •Gov. Benson, $250,000. •Mr. Fitzgerald, $565,000. •Mr. Bode, $430,000. •Ms. Simmons, $400,000. •Mr. Hymes, $575,000. •Mr. Rondeau, $1,000,000.

  18. Annual bonus plan

    Annual bonus plan Each of our named executive officers is eligible to earn a cash bonus under our annual bonus plan based on the achievement of key corporate financial and strategic goals and, in some cases, if determined to be appropriate by the compensation committee, the achievement of personal goals. The compensation committee believes this element of compensation is important because it directly ties the compensation paid to our named executive officers with the achievement of key operating and financial goals. 2023 changes to our annual bonus plan Historically, our annual bonus plan established a payment pool, from which the bonuses for all plan participants were paid, that was funded based on the achievement of an Adjusted EBITDA target established by our compensation committee each year. Once Adjusted EBITDA performance was determined, the funding level of the annual bonus plan was established and the available bonus pool funds were allocated in their entirety to participants in the plan based on the achievement of relevant financial or operational business goals for the full-year performance period and, to the extent available, funds remaining in the pool after the initial allocation were then allocated to all plan participants on a non-discretionary pro-rata basis based on each participant’s target bonus opportunity for the corporate goals portion of their overall target bonus amount. Beginning with the 2023 fiscal year, the compensation committee approved changes to the design of the annual bonus plan, including eliminating the bonus funding pool, which also had the effect of eliminating the possibility of reallocating remaining funds in the pool after the initial allocation was determined. 2023 annual bonus plan The specific performance goals under the annual bonus plan are chosen by the compensation committee based on their impact on our profitability. Goals are designated as either “corporate” or “personal”. Corporate goals are financial or operational goals that are influenced or impacted by the activities of the broader organization. Corporate goals are shared among all executives in order to encourage cross-functional collaboration. Personal goals, when appropriate for the role, are measurable operational or business goals that relate directly to the duties and responsibilities of the individual executive. Each performance goal, whether “corporate” or “personal”, has a designated weighting and related payout at threshold, target and maximum levels of achievement. The compensation committee established the corporate performance goals listed below and established the targets for those goals for our 2023 annual bonus plan, with separate performance goals for our headquarters employees and our corporate store employees. The corporate performance goals for our headquarters employees included goals based on Adjusted EBITDA, system wide same store sales and total franchise store placements. The corporate performance goals for our corporate store employees, including Ms. Simmons, included goals based on corporate store Adjusted EBITDA, corporate store same store sales and corporate store openings. The tables below show the range of possible payment levels based on achievement of the applicable target for each performance metric. Payment levels between threshold and maximum are determined based on additional defined achievement levels. Under the annual bonus plan, if actual achievement is below the threshold performance level for any performance metric, then no payment is made in respect of that performance metric. For the 2023 annual bonus plan, the compensation committee set applicable targets that were aligned with our annual budget and that the compensation committee believed to be challenging, yet achievable at the time it initially set the goals. By establishing targets that are challenging, the compensation committee believes that the performance of our employees, and therefore our performance, is maximized. By setting targets that were thought to be achievable when established, the compensation committee believes that employees will remain motivated to perform at the high level required to achieve the targets. The level of potential achievement under the annual bonus plan for 2023 ranged from 0% to 225% of target based on our actual performance relative to the individual targets, with the plan having a threshold of 85% of target, which was the minimum level of performance required for payout under each performance metric. Bonus plan achievement is non-linear based on the percentage of achievement versus target, as shown in the tables below.

  19. Annual bonus plan

    | 2023 Annual Bonus Plan Performance Targets (applicable to Messrs. Fitzgerald and Bode)* | | | | | | | Weighting (%) | Threshold Performance | Target Performance | Maximum Performance | | Adjusted EBITDA ($, in thousands)** | 30 | 368,050 | 433,000 | 476,300 | | Same Store Sales (system wide) (%) | 30 | 7.3 | 8.4 | 9.4 | | Total franchise store placements (#) | 20 | 163 | 192 | 211 | | Personal Goal Objective (as applicable) | 20 | | | | | Payout percentage (%) | | 25 | 100 | 225 |

  20. Annual bonus plan

    * Prior to their termination of employment, 2023 annual bonuses for Messrs. Hymes and Rondeau had been determinable under these metrics. **For a discussion of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to GAAP net income, see Appendix A.

  21. Annual bonus plan

    | 2023 Annual Bonus Plan Performance Targets (applicable to Ms. Simmons) | | | | | | | Weighting (%) | Threshold Performance | Target Performance | Maximum Performance | | Corporate Store Adjusted EBITDA ($, in thousands) | 30 | 148,221 | 174,377 | 191,815 | | Corporate Store Same Store Sales (%) | 30 | 7.1 | 8.4 | 9.2 | | Corporate Store Openings (#) | 20 | 15 | 18 | 20 | | Personal Goal Objective (as applicable) | 20 | | | | | Payout percentage (%) | | 25 | 100 | 225 |

  22. Annual bonus plan

    * For a discussion of Corporate Store Adjusted EBITDA, see Appendix A. The target amount of each named executive officer’s annual cash bonus is set as a percentage of his or her base salary. The target amount for each of our named executive officers was determined pursuant to his or her respective employment agreement and for each such named executive officers receiving an annual cash bonus has been subsequently adjusted by the compensation committee. Pursuant to the terms of his offer letter, as amended, Gov. Benson is not eligible to receive an annual bonus. The target bonus opportunity of each of our named executive officers for 2023 is listed in the table below:

  23. Annual bonus plan

    | Named Executive Officer | Target Bonus Opportunity (as a percentage of base salary) | | Craig Benson(1) | —% | | Thomas Fitzgerald | 75% | | Bill Bode | 75% | | Jennifer Simmons | 70% | | Edward Hymes(2) | 90% | | Christopher Rondeau(3) | 120% |

  24. Annual bonus plan

    (1) Pursuant to the terms of his offer letter, as amended, Gov. Benson was not eligible to receive bonus compensation for his employment in 2023. (2) Pursuant to the terms of the Company’s Severance Policy, described below, Mr. Hymes received a prorated portion of his target annual bonus based on the portion of the year he was employed. (3) Pursuant to the terms of the Company’s Severance Policy, described below, Mr. Rondeau received a prorated portion of his target annual bonus based on the portion of the year he was employed. The actual amount earned by each of Messrs. Fitzgerald and Bode and Ms. Simmons under our 2023 annual bonus plan was determined by the compensation committee based on the level of achievement of the corporate and personal performance goals described above and below, as applicable. Payment to each of these named executive officers under the 2023 annual bonus plan was determined by multiplying the payout percentage for the applicable performance target by its weighting and then multiplying that amount by the named executive officer’s target bonus opportunity. Pursuant to the terms of the Severance Policy, Messrs. Hymes and Rondeau each received a prorated portion of his respective target annual bonus based on the portion of the year he was employed. Actual achievement of the 2023 corporate performance goals for Messrs. Fitzgerald and Bode was as follows:

  25. Annual bonus plan

    | Corporate Performance Goal | Weighting | 2023 Performance Result | Level of Achievement (as a % of target) | Bonus Earned (as a % of target (as it relates to each weighting)) | | Adjusted EBITDA ($, in thousands) | 30% | 435,376 | 100.5% | 105.4% | | Same Store Sales (system wide)(%) | 30% | 8.70 | 103.0% | 130.3% | | Total franchise store placements (#) | 20% | 135 | 70.3% | —% |

  26. Annual bonus plan

    * For a discussion of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to GAAP net income, see Appendix A. Based on the above levels of achievement and the weighting of each applicable corporate performance goal, the cumulative performance level achieved with respect to the corporate performance goals was 93.9%, which resulted in Messrs. Fitzgerald and Bode earning 70.7% of target for 2023. Actual achievement of the 2023 corporate performance goals for Ms. Simmons was as follows:

  27. Annual bonus plan

    | Corporate Performance Goal | Weighting | 2023 Performance Result | Level of Achievement (as a % of target) | Bonus Earned (as a % of target (as it relates to each weighting)) | | Corporate Store Adjusted EBITDA ($, in thousands) | 30% | 176,178 | 101.0% | 110.3% | | Corporate Store Same Store Sales (%) | 30% | 10.14 | 121.3% | 225.0% | | Corporate Store Openings (#) | 20% | 18 | 100.0% | 100.0% |

  28. Annual bonus plan

    * For a discussion of Corporate Store Adjusted EBITDA, see Appendix A. Based on the above levels of achievement and the weighting of each applicable corporate performance goal, the cumulative performance level achieved with respect to the corporate performance goals was 108.4%, which resulted in Ms. Simmons earning 120.6% of target for 2023. The individual performance goals specific to Mr. Fitzgerald included the following strategic and operational goals (collectively weighted 20% of his total bonus opportunity): •Assume full oversight of Company strategy (34%) •Closely monitor and adjust the Company’s capital structure and capital allocation as appropriate to account for the dynamic interest rate and economic environment (33%) •Improve the efficiency and automation of key accounting and other critical cross-functional processes (33%) The individual performance goals specific to Mr. Bode included the following strategic and operational goals (collectively weighted 20% of his total bonus opportunity): •Drive membership joins (34%) •Accelerate domestic growth (33%) •Execute on special projects to target development opportunities and drive incentives (33%) The individual performance goals specific to Ms. Simmons included the following strategic and operational goals (collectively weighted 20% of her total bonus opportunity): •Develop a complete and actionable revitalization plan for target market (50%) •Test and execute best practices and demonstrate corresponding business performance to influence franchisee behavior and enthusiasm for growth (50%) Due to his termination of employment in May 2023, Mr. Hymes’s bonus was paid in accordance with the Severance Policy and the compensation committee did not evaluate Mr. Hymes’s performance for 2023. Mr. Rondeau did not have a personal performance goal and due to his termination of employment in September 2023, the compensation committee did not evaluate his performance. Actual achievement of Mr. Fitzgerald’s 2023 personal performance goals was as follows:

  29. Annual bonus plan

    | Performance Goal | 2023 Performance Result (as a % of Target) | Level of Achievement (as a % of Target) | Bonus Payout (as a % of target (as it relates to each weighting)) | | Personal performance goals (20%) | 100.0% | | 20.0% | | Assume full oversight of Company strategy (34%) | | 100.0% | | | Monitor and adjust Company’s capital structure and capital allocation as appropriate (33%) | | 100.0% | | | Improve key accounting and other critical cross-functional processes (33%) | | 100.0% | | | Corporate performance goals (80%) | 93.9% | | 70.7% |

  30. Annual bonus plan

    Actual achievement of Mr. Bode’s 2023 personal performance goals was as follows:

  31. Annual bonus plan

    | Performance Goal | 2023 Performance Result (as a % of Target) | Level of Achievement (as a % of Target) | Bonus Payout (as a % of target (as it relates to each weighting)) | | Personal performance goals (20%) | 100.0% | | 20.0% | | Drive membership joins (34%) | | 100.0% | | | Accelerate domestic growth (33%) | | 100.0% | | | Execute on special projects (33%) | | 100.0% | | | Corporate performance goals (80%) | 93.9% | | 70.7% |

  32. Annual bonus plan

    Actual achievement of Ms. Simmons’ 2023 personal performance goals was as follows:

  33. Annual bonus plan

    | Performance Goal | 2023 Performance Result (as a % of Target) | Level of Achievement (as a % of Target) | Bonus Payout (as a % of target (as it relates to each weighting)) | | Personal performance goals (20%) | 100.0% | | 20.0% | | Develop revitalization plan for target market (50%) | | 100.0% | | | Test/execute best practices and demonstrate corresponding business performance (50%) | | 100.0% | | | Corporate performance goals (80%) | 108.4% | | 120.6% |

  34. Annual bonus plan

    Actual achievement of the 2023 corporate and personal performance goals, if applicable, target bonus opportunity and overall payout, as applicable to Gov. Benson, Messrs. Fitzgerald, Bode, Hymes and Rondeau and Ms. Simmons were as follows:

  35. Annual bonus plan

    | Named Executive Officer | Corporate Performance Goal Achievement (as a % of target) | Personal Performance Goal Achievement (as a % of target) | Overall Bonus Payout (as a % of target) | Target Bonus Opportunity($) | 2023 Bonus Payment ($) | | Craig Benson(1) | —% | —% | —% | — | — | | Thomas Fitzgerald | 93.9% | 100.0% | 90.7% | 423,750 | 384,293 | | Bill Bode | 93.9% | 100.0% | 90.7% | 322,500 | 292,471 | | Jennifer Simmons | 108.4% | 100.0% | 140.6% | 280,000 | 393,674 | | Edward Hymes(2) | —% | —% | 100.0% | 517,500 | 201,329 | | Christopher Rondeau(3) | —% | —% | 100.0% | 1,200,000 | 848,219 |

  36. Annual bonus plan

    (1)Pursuant to the terms of his offer letter, as amended, Gov. Benson was not entitled to bonus compensation for his employment in 2023. (2)Pursuant to the terms of the Severance Policy, Mr. Hymes received a prorated portion of his target annual bonus based on the portion of the year he was employed. (3)Pursuant to the terms of the Severance Policy, Mr. Rondeau received a prorated portion of his target annual bonus based on the portion of the year he was employed.

  37. Long-term incentive awards

    Long-term incentive awards Each of our currently employed named executive officers is eligible to receive equity awards under our long-term incentive program. Our long-term incentive program is designed to promote stock ownership, tie realized compensation to stock price and financial performance and encourage retention of key executives. Our long-term incentive program is a key tool in aligning executive pay with value creation on behalf of stockholders without promoting excessive risk-taking.

  38. 2023 changes to long-term incentive awards

    2023 changes to long-term incentive awards To determine the size and component mix of the 2023 long-term incentive awards granted to our named executive officers, the compensation committee considered long-term incentive data from the Company’s peer group, as well as Meridian’s analysis and recommendations. To better align our executive compensation program with the interests of our stockholders, the compensation committee significantly increased the performance-based portion of the annual long-term incentive plan by including 50% performance share units and 50% restricted stock units, compared to the 2022 program, which contained an equal mix of restricted stock units, performance share units and stock options. As described above, the 2023 performance share unit awards are performance-based awards that are eligible to be earned based on achievement of a predetermined adjusted net income per diluted share target goal over a one-year performance period and, to the extent earned, vest in full after three years, generally subject to the named executive officer’s continued employment through the vesting date. The Company grants equity awards to our named executive officers, and other key employees, under the Planet Fitness, Inc. 2015 Omnibus Incentive Plan (as amended, the “2015 Plan”). The compensation committee granted the following awards to our named executive officers on March 15, 2023: •Gov. Benson was not employed by us at this time and did not receive any long-term incentive awards for his service as an employee in 2023. •Mr. Fitzgerald received, a grant of 6,375 restricted stock units of our Class A common stock with a grant date fair value of $480,250 and a grant of 6,375 performance share units of our Class A common stock with a grant date fair value of $480,250 (assuming target performance). •Mr. Bode received a grant of 2,854 restricted stock units of our Class A common stock with a grant date fair value of $215,000, and a grant of 2,854 performance share units of our Class A common stock with a grant date fair value of $215,000 (assuming target performance). •Ms. Simmons received a grant of 2,654 restricted stock units of our Class A common stock with a grant date fair value of $200,000, and a grant of 2,654 performance share units of our Class A common stock with a grant date fair value of $200,000 (assuming target performance). •Mr. Hymes received a grant of 5,724 restricted stock units of our Class A common stock with a grant date fair value of $431,250 and a grant of 5,724 performance share units of our Class A common stock with a grant date fair value of $431,250 (assuming target performance). Upon termination of his employment, pursuant to the terms of the Severance Policy, Mr. Hymes’s time-based equity awards that would have otherwise vested within the 12 months following his termination of employment (including the applicable portion of his 2023 equity awards) remained outstanding and eligible to vest for 12 months following his termination of employment. All other unvested equity awards, including the performance share units granted to Mr. Hymes in 2023, were forfeited for no consideration pursuant to their terms upon his termination of employment. •Mr. Rondeau received a grant of 24,359 restricted stock units of our Class A common stock with a grant date fair value of $1,835,001 and a grant of 24,359 performance share units of our Class A common stock with a grant date fair value of $1,835,001 (assuming target performance). Upon termination of his employment, pursuant to the terms of the Severance Policy, Mr. Rondeau’s time-based equity awards that would have otherwise vested within the 12 months following his termination of employment (including the applicable portion of his 2023 equity awards) remained outstanding and eligible to vest for 12 months following his termination of employment. The performance share units granted to Mr. Rondeau in 2022, for which the performance period had been completed prior to his termination, remained outstanding and eligible to vest. All other unvested equity awards, including the performance share units granted to Mr. Rondeau in 2023, were forfeited for no consideration pursuant to their terms upon his termination of employment. The restricted stock units granted to our named executive officers under the 2023 long-term incentive program vest over three years, in three equal installments beginning on the first anniversary of the grant date, generally subject to continued employment through the applicable vesting date. The performance share units granted to our named executive officers in 2023 have a one-year performance period and vest in full on the third anniversary of the grant date subject to achievement of a pre-established adjusted net income per diluted share target for the performance period and generally subject to continued employment through the vesting date. The number of shares of our Class A common stock issuable under the performance share units is determined based on the level at which the goal is achieved and can range from 0% to 200% of the shares subject to the award. The numbers of restricted stock units and performance share units issued are based on the fair market value of a share of our Class A common stock as determined by the closing share price of our Class A common stock on the grant date (assuming target performance, in the case of performance share units).

  39. 2023 performance share unit performance results

    2023 performance share unit performance results The performance share units granted in 2023 were earned in 2024 upon the compensation committee’s determination of the achievement of the performance conditions stated in the award and will vest in full on the three-year anniversary of the grant date, generally subject to the named executive officer’s continued employment through the vesting date. The performance metric for these awards was adjusted net income per diluted share over the Company’s fiscal year 2023. The table below sets forth (1) adjusted net income per diluted share goals for performance share units granted in 2023, (2) our actual adjusted net income per diluted share for the performance period ending December 31, 2023, and (3) the percentage of performance share units that were earned based on such performance:

  40. 2023 performance share unit performance results

    | | Threshold (50% of target performance share units earned)($) | Target (100% of target performance share units earned)($) | Maximum (200% of target performance share units earned)($) | Actual performance ($) | % of target performance share units earned | | Adjusted net income per share, diluted | 1.78 | 2.23 | 2.68 | 2.24 | 102.2% |

  41. 2023 performance share unit performance results

    * For a discussion of Adjusted net income per share, diluted and a reconciliation of Adjusted net income per share, diluted to GAAP net income per share, diluted, see Appendix A.

  42. Other 2023 cash and equity awards

    Other 2023 cash and equity awards In addition to the 2023 annual long-term incentive awards granted to our named executive officers described under “2023 changes to long-term incentive awards”, the compensation committee granted the following incentive awards to Messrs. Hymes, Fitzgerald and Bode and Ms. Simmons in 2023: •On January 9, 2023, in connection with the commencement of his employment, Mr. Hymes received a sign-on bonus in the amount of $300,000 and a grant of 6,677 restricted stock units of our Class A common stock of with a grant date fair value of $550,000. Because Mr. Hymes’s acceptance of the Company’s offer of employment as the Company’s President & Chief Operating Officer resulted in the forfeiture of certain compensation from his prior employer, the compensation committee determined to grant these awards to Mr. Hymes as an incentive to accept our offer of employment and offset the loss of his forfeited compensation. This restricted stock unit grant vests over three years, in three equal installments beginning on the first anniversary of the grant date, generally subject to continued employment through the applicable vesting date. Upon termination of his employment, pursuant to the terms of the Severance Policy, Mr. Hymes’s time-based equity awards that would have otherwise vested within the 12 months following his termination of employment (including the applicable portion of his new hire award) remained outstanding and eligible to vest for 12 months following his termination of employment. •In November 2023, in order to secure Mr. Fitzgerald’s services and ensure a smooth transition, Mr. Fitzgerald entered into a retention bonus agreement with the Company, pursuant to which he is eligible to earn a one-time cash bonus of $500,000 if he remains employed with the Company through August 31, 2024. •On December 4, 2023, Mr. Bode received a grant of 9,281 restricted stock units of our Class A common stock of with a grant date fair value of $645,000 and Ms. Simmons received a grant of 8,634 restricted stock units of our Class A common stock of with a grant date fair value of $600,000. The compensation committee determined to grant these awards to Mr. Bode and Ms. Simmons to encourage their retention in light of the executive transitions occurring during 2023. These restricted stock unit grants vest over two years, in two equal installments beginning on the first anniversary of the grant date, generally subject to continued employment through the applicable vesting date.

  43. Change in Control and Termination Benefits

    Change in Control and Termination Benefits Each employment agreement or offer of employment, other than our offer letter with Gov. Benson, and our equity award plans and agreements establish, among other things, the executive’s benefits upon a termination of employment and/or a change in control. For a summary of these arrangements, see “—Potential Payments Upon Termination or Change in Control.” In addition, effective as of July 1, 2021, the Company adopted the Severance Policy, which entitles executive officers and other key employees to certain severance payments and benefits in the event of certain involuntary terminations, including enhanced severance payments and benefits in the event of certain involuntary terminations occurring on or within a specified time period following a change in control of the Company. Payments and benefits under the Severance Policy will be reduced by the amount of any severance or similar payments or benefits owed to an executive officer under an employment agreement or other arrangement with us and are subject to the executive officer’s compliance with certain non-competition and other restrictive covenants, and the other terms and conditions of the Severance Policy. The material terms of the Severance Policy are described in more detail under “—Potential Payments Upon Termination or Change in Control” below. The compensation committee considers these severance and change in control benefits to be an important part of our executive compensation program and believes that they are consistent with competitive market practice. The compensation committee believes that providing appropriate severance benefits helps to attract and retain highly-qualified executives by mitigating the risks associated with leaving a previous employer and accepting a new position with the Company, and by providing income continuity following an unexpected termination. Furthermore, the compensation committee believes these severance benefits provide our executive officers with a reasonable range of income protection in the event of an involuntary termination, support our executive retention goals and encourage the independence and objectivity of our executive officers in considering potential change-in-control transactions that may result in job loss to them. These arrangements also allow the Company to protect its interests through corresponding confidentiality, non-competition and other restrictive covenants in the event of an executive officer’s termination of employment.

  44. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation earned by, awarded or paid to our named executive officers for fiscal 2023, 2022 and 2021, as applicable to the named executive officer.

  45. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Craig Benson(6) | 2023 | 63,462 | — | 115,000 | — | — | 54,312 | 232,774 | | Interim Chief Executive Officer | | | | | | | | | | Thomas Fitzgerald | 2023 | 563,077 | — | 960,500 | — | 384,293 | 13,200 | 1,921,070 | | Chief Financial Officer | 2022 | 549,231 | — | 555,000 | 277,500 | 419,899 | 12,200 | 1,813,830 | | | 2021 | 493,269 | — | 328,778 | 363,618 | 608,000 | 11,600 | 1,805,265 | | Bill Bode | 2023 | 427,116 | — | 1,075,000 | — | 292,471 | 13,200 | 1,807,787 | | Division President, US Franchise | 2022 | 380,193 | — | 246,666 | 123,333 | 251,939 | 6,600 | 1,008,731 | | | 2021 | 358,077 | 70,000 | 237,274 | 261,140 | 433,913 | 9,815 | 1,370,219 | | Jennifer Simmons(7) | 2023 | 400,000 | — | 1,000,000 | — | 393,674 | 164,330 | 1,958,004 | | Division President, Corporate Clubs | 2022 | 324,616 | — | 160,000 | 80,000 | 135,512 | 20,766 | 720,894 | | Edward Hymes(8) | 2023 | 232,212 | 300,000 | 1,412,500 | — | 201,329 | 664,575 | 2,810,616 | | Former President and Chief Operating Officer | | | | | | | | | | Christopher Rondeau(9) | 2023 | 759,616 | — | 3,670,001 | — | 848,219 | 413,677 | 5,691,513 | | Former Chief Executive Officer | 2022 | 940,385 | — | 2,324,334 | 1,162,167 | 1,119,018 | 99,043 | 5,644,947 | | | 2021 | 900,000 | — | 2,690,656 | 3,119,155 | 2,512,402 | 49,836 | 9,272,049 |

  46. Summary Compensation Table

    (1)For Mr. Bode, the amount represents a one-time discretionary cash payment made to certain of the Company’s employees, in recognition of their extraordinary contributions to the Company in 2020 while the Company was adjusting to the COVID-19 pandemic. For Mr. Hymes, the amount represents a one-time sign on bonus granted on his hire date. (2)Amounts represent the aggregate grant date fair value of restricted stock unit and performance share unit awards, determined in accordance with FASB ASC Topic 718, disregarding the effects of estimated forfeitures. The underlying valuation assumptions for these awards are discussed in Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal years ended December 31, 2023, 2022 and 2021. These amounts do not reflect actual amounts that may be paid to or realized by the named executive officer. With respect to performance share units, which were granted to our named executive officers in 2023, the aggregate grant date fair value reported in the table above was determined based on the probable outcome of the performance conditions associated with such awards at the date of grant. The aggregate grant date fair value of the performance share unit awards granted in 2023, if maximum performance levels were achieved, would be $960,500, $430,000, $400,000, $862,500, and $3,670,001 for Mr. Fitzgerald, Mr. Bode, Ms. Simmons, Mr. Hymes and Mr. Rondeau, respectively. These amounts do not reflect actual amounts that may be paid to or realized by the named executive officer. See “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Long-term incentive awards”. (3)Amounts represent the aggregate grant date fair value of stock option awards, determined in accordance with FASB ASC Topic 718, disregarding the effects of estimated forfeitures. The underlying valuation assumptions for stock option grants are discussed in Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal years ended December 31, 2022 and 2021. These amounts do not reflect actual amounts that may be paid to or realized by the named executive officer. See “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Long-term incentive awards”. (4)Amounts represent annual bonuses earned by our named executive officers under our annual bonus plan for the relevant year. See “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Annual bonus plan.” (5)Amounts shown in the “All Other Compensation” column for 2023 include the items set forth in the table below, as applicable to each named executive officer. (6)Gov. Benson began serving as an executive officer in September 2023. The amounts for Gov. Benson reflect the salary payments received for his service as Interim Chief Executive Officer beginning in September 2023 and the restricted stock unit grant and cash retainer received for his service as a director on the Board. See “Director Compensation” for a description of our non-employee director compensation program. (7)Ms. Simmons joined the Company in 2013, but did not serve as an executive officer prior to 2022. (8)The termination of Mr. Hymes’s employment as President and Chief Operating Officer was effective as of May 31, 2023. (9)The termination of Mr. Rondeau’s employment as Chief Executive Officer was effective as of September 15, 2023.

  47. Summary Compensation Table

    | All Other Compensation | | | | | | | | | | Name | 401(K) Company Match Contributions ($)(1) | Tax Equalization Payments ($)(2) | Severance Payments ($)(3) | Payment of Accrued Vacation Time ($)(4) | Payment of Relocation & Temporary Housing Expenses ($)(5) | Medical Premium Payment ($)(6) | Director Fees ($)(7) | Total ($) | | Craig Benson | — | 4,855 | — | — | — | — | 49,457 | 54,312 | | Thomas Fitzgerald | 13,200 | — | — | — | — | — | — | 13,200 | | Bill Bode | 13,200 | — | — | — | — | — | — | 13,200 | | Jennifer Simmons | 13,001 | — | — | — | 151,329 | — | — | 164,330 | | Edward Hymes | 3,763 | — | 464,423 | 18,732 | 158,000 | 19,657 | — | 664,575 | | Christopher Rondeau | 13,200 | 62,131 | 230,769 | 75,500 | — | 11,534 | 20,543 | 413,677 |

  48. Summary Compensation Table

    (1)Represents our matching contributions to the Planet Fitness 401(k) Plan, which is a broad-based tax-qualified defined contribution plan for our U.S.-based employees. (2)Represents certain tax equalization payments made to certain named executive officers to offset self-employment and other additional taxes incurred with respect to 2023 compensation as a result of their being treated as partners rather than employees for U.S. tax purposes. (3)Represents cash severance paid to Messrs. Hymes and Rondeau pursuant to the terms of the Severance Policy. (4)Represents the payment of accrued but unused vacation time to Messrs. Hymes and Rondeau in connection with their termination of employment. (5)Represents reimbursement of relocation and temporary housing expenses incurred in connection with Ms. Simmons’ relocation to the Orlando, Florida area in connection with her promotion to Division President, Corporate Clubs and a relocation bonus and temporary housing expenses in connection with Mr. Hymes’s, relocation to the Hampton, New Hampshire area in connection with the commencement of his employment. (6)Represents a payment equal to the Company’s monthly portion of the premium for Messrs. Hymes’s and Rondeau’s medical benefits multiplied by 12, pursuant to the Severance Policy. (7)Represents cash retainers paid to Gov. Benson for his service as a director on the Board prior to his appointment as our Interim Chief Executive Officer in September 2023 and to Mr. Rondeau for his service as a director on the Board following the termination of his employment in September 2023. Pursuant to the terms of our non-employee director compensation program, Mr. Rondeau elected to receive shares of Class A common stock in lieu of his annual cash retainer in 2023.

  49. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table sets forth information regarding plan-based awards made to each of our named executive officers during our 2023 fiscal year.

  50. Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Name | Grant Date | Threshold ($)(2) | Target ($)(2) | Maximum ($)(2) | Threshold (#)(3) | Target (#)(3) | Maximum (#)(3) | | | | Craig | 5/1/2023 | | | | | | | 1,383 | 115,000 | | Benson(6) | | | | | | | | | | | Thomas | 3/15/2023 | 105,938 | 423,750 | 953,438 | | | | | | | Fitzgerald | 3/15/2023 | | | | 3,187 | 6,375 | 12,750 | | 480,250 | | | 3/15/2023 | | | | | | | 6,375 | 480,250 | | Bill | 3/15/2023 | 80,625 | 322,500 | 725,625 | | | | | | | Bode | 3/15/2023 | | | | 1,427 | 2,854 | 5,708 | | 215,000 | | | 3/15/2023 | | | | | | | 2,854 | 215,000 | | | 12/4/2023 | | | | | | | 9,281 | 645,000 | | Jennifer | 3/15/2023 | 70,000 | 280,000 | 630,000 | | | | | | | Simmons | 3/15/2023 | | | | 1,327 | 2,654 | 5,308 | | 200,000 | | | 3/15/2023 | | | | | | | 2,654 | 200,000 | | | 12/4/2023 | | | | | | | 8,634 | 600,000 | | Edward | 3/15/2023 | 129,375 | 517,500 | 1,164,375 | | | | | | | Hymes(7) | 3/15/2023 | | | | 2,862 | 5,724 | 11,448 | | 431,250 | | | 1/9/2023 | | | | | | | 6,677 | 550,000 | | | 3/15/2023 | | | | | | | 5,724 | 431,250 | | Christopher | 3/15/2023 | 300,000 | 1,200,000 | 2,700,000 | | | | | | | Rondeau(8) | 3/15/2023 | | | | 12,179 | 24,359 | 48,718 | | 1,835,001 | | | 3/15/2023 | | | | | | | 24,359 | 1,835,001 | | | 10/2/2023 | | | | | | | 63(9) | 3,043 |

  51. Grants of Plan-Based Awards Table

    (1)Represents annual cash bonus opportunities granted under our annual bonus plan. As described in our “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Annual bonus plan” above, each named executive officer, other than Gov. Benson, was eligible to receive a target annual bonus equal to a percentage of his or her annual base salary. (2)Under the 2023 annual bonus plan, amounts shown in the “Threshold” column represent 25% of the named executive officer’s target bonus amount and amounts shown in the “Maximum” column represent 225% of the named executive officers’ target bonus amount. See “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Annual bonus plan”. (3)Represents threshold, target and maximum potential future payouts under the performance share units granted to our named executive officers in 2023. The performance share units have a one-year performance period ending December 31, 2023 and vest in full, if at all, on the third anniversary of the grant date subject to achievement of pre-established performance metrics over the performance period and generally subject to the named executive officer’s continued employment through the vesting date. In March 2024, the performance share unit awards were determined to be earned as to 102.2% of target based on actual performance and will vest on the third anniversary of the grant date generally subject to the named executive officer’s continued employment through the vesting date. For a detailed description of the vesting terms, see “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Long-term incentive awards”. (4)Represents restricted stock units granted to our named executive officers in 2023. The restricted stock units granted to Gov. Benson were granted in respect of his service as a director on the Board and vest in full on the first anniversary of the grant date, generally subject to his continued service as a director on the Board through the vesting date. The restricted stock units granted to our named executive officers, other than Gov. Benson, vest over three years, in three equal installments beginning on the first anniversary of the grant date, generally subject to the named executive officer’s continued employment through the applicable vesting date. See “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Long-term incentive awards”. (5)With respect to restricted stock units granted to each of our named executive officers, reflects the grant date fair value of the equity awards granted in 2023 determined in accordance with FASB ASC Topic 718. See footnote (2) to the “Summary Compensation Table.” With respect to performance share units for each of our named executive officers, reflects the grant date fair value determined in accordance with FASB ASC Topic 718 and based on the probable outcome of the performance conditions associated with such awards at the date of grant. (6)Pursuant to the terms of his offer letter, as amended, Gov. Benson was not eligible to receive a bonus or any equity awards for his service as Interim Chief Executive Officer in 2023. (7)Pursuant to the terms of the Severance Policy, Mr. Hymes received payment of a prorated portion of his target annual cash bonus based on the portion of the year he was employed. In addition, his time-based equity awards that would have otherwise vested within the 12 months following his termination of employment remained outstanding and eligible to vest for 12 months following his termination of employment. All other unvested equity awards, including the performance share units granted to Mr. Hymes in 2023, were forfeited for no consideration pursuant to their terms upon his termination of employment. (8)Pursuant to the terms of the Severance Policy, Mr. Rondeau received payment of a prorated portion of his target annual cash bonus based on the portion of the year he was employed. In addition, his time-based equity awards that would have otherwise vested within the 12 months following his termination of employment, including the performance share units granted in 2022 that had vested based on performance and were only subject to time-based vesting, remained outstanding and eligible to vest for 12 months following his termination of employment. All other unvested equity awards, including the performance share units granted to Mr. Rondeau in 2023, were forfeited for no consideration pursuant to their terms upon his termination of employment. (9)Represents shares of Class A common stock received by Mr. Rondeau in lieu of his annual cash retainer in 2023. The shares of Class A common stock issued in respect of the remainder of his 2023 cash retainer were issued on January 1, 2024.

  52. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  53. Outstanding Equity Awards at 2023 Year-end

    Outstanding Equity Awards at 2023 Year-end The following table shows the outstanding equity awards held by our named executive officers as of December 31, 2023.

  54. Outstanding Equity Awards at 2023 Year-end

    | | | Option Awards | | | | Stock Awards | | | Name | Award Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Craig | 5/1/2023 | — | — | — | — | 1,383(4) | 100,959 | | Benson | | | | | | | | | Thomas | 1/6/2020 | 4,726 | 1,576 | 75.04 | 1/6/2030 | | | | Fitzgerald | 3/19/2021 | 4,846 | 4,847 | 78.35 | 3/19/2031 | | | | | 3/15/2022 | 1,638 | 4,916 | 83.04 | 3/15/2032 | | | | | 1/6/2020 | | | | | 500(5) | 36,500 | | | 3/19/2021 | | | | | 2,098(5) | 153,154 | | | 3/15/2022 | | | | | 2,506(5) | 182,938 | | | 3/15/2023 | | | | | 6,375(6) | 465,375 | | | 3/15/2022 | | | | | 2,859(7) | 208,707 | | | 3/15/2023 | | | | | 6,515(7) | 475,595 | | Bill | 10/11/2016 | 9,863 | — | 19.81 | 10/11/2026 | | | | Bode | 3/31/2017 | 16,335 | — | 19.27 | 3/31/2027 | | | | | 4/2/2018 | 5,185 | — | 36.42 | 4/2/2028 | | | | | 4/9/2019 | 2,086 | — | 70.44 | 4/9/2029 | | | | | 3/6/2020 | 1,680 | 561 | 64.35 | 3/6/2030 | | | | | 3/19/2021 | 3,480 | 3,481 | 78.35 | 3/19/2031 | | | | | 3/15/2022 | 728 | 2,185 | 83.04 | 3/15/2032 | | | | | 3/6/2020 | | | | | 195(5) | 14,235 | | | 3/19/2021 | | | | | 1,514(5) | 110,522 | | | 3/15/2022 | | | | | 1,114(5) | 81,322 | | | 3/15/2023 | | | | | 2,854(6) | 208,342 | | | 12/4/2023 | | | | | 9,281(8) | 677,513 | | | 3/15/2022 | | | | | 1,271(7) | 92,783 | | | 3/15/2023 | | | | | 2,916(7) | 212,868 | | Jennifer | 3/31/2017 | 1,486 | — | 19.27 | 3/31/2027 | | | | Simmons | 4/2/2018 | 811 | — | 36.42 | 4/2/2028 | | | | | 4/9/2019 | 690 | — | 70.44 | 4/9/2029 | | | | | 3/6/2020 | 1,401 | 467 | 64.35 | 3/6/2030 | | | | | 3/19/2021 | 1,571 | 1,571 | 78.35 | 3/19/2031 | | | | | 3/15/2022 | 472 | 1,417 | 83.04 | 3/15/2032 | | | | | 3/6/2020 | | | | | 162(5) | 11,826 | | | 3/19/2021 | | | | | 665(5) | 48,545 | | | 3/15/2022 | | | | | 723(5) | 52,779 | | | 3/15/2023 | | | | | 2,654(6) | 193,742 | | | 12/4/2023 | | | | | 8,634(8) | 630,282 | | | 3/15/2022 | | | | | 824(7) | 60,152 | | | 3/15/2023 | | | | | 2,712(7) | 197,976 | | Edward | 1/9/2023 | | | | | 2,225(5) | 162,425 | | Hymes(9) | 3/15/2023 | | | | | 1,908(6) | 139,284 |

  55. Outstanding Equity Awards at 2023 Year-end

    | | | Option Awards | | | | Stock Awards | | | Name | Award Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Christopher | 5/16/2016 | 85,000 | — | 17.08 | 9/14/2024 | | | | Rondeau(10) | 5/4/2017 | 137,127 | — | 21.01 | 9/14/2024 | | | | | 4/2/2018 | 52,350 | — | 36.42 | 9/14/2024 | | | | | 4/9/2019 | 25,087 | — | 70.44 | 9/14/2024 | | | | | 3/6/2020 | 33,593 | 11,198 | 64.35 | 9/14/2024 | | | | | 3/19/2021 | 41,574 | 20,787 | 78.35 | 9/14/2024 | | | | | 3/15/2022 | 6,862 | 6,863 | 83.04 | 9/14/2024 | | | | | 3/6/2020 | | | | | 3,881(5) | 283,313 | | | 3/19/2021 | | | | | 8,586(5) | 626,778 | | | 3/15/2022 | | | | | 3,499(5) | 255,427 | | | 3/15/2023 | | | | | 8,120(6) | 592,760 | | | 3/15/2022 | | | | | 11,973(7) | 874,029 |

  56. Outstanding Equity Awards at 2023 Year-end

    (1)Stock options are subject to time-based vesting and vest over four years, in four equal installments beginning on the first anniversary of the grant date, generally subject to the named executive officer’s continued employment through the applicable vesting date. (2)In each case, the exercise price is equal to the closing price per share of our Class A common stock on the grant date, as reported on the NYSE. (3)In each case, the market value is based on the closing price of $73.00 per share of our Class A common stock as of December 29, 2023, the last trading day of 2023, as reported on the NYSE. (4)Represents restricted stock units granted to Gov. Benson in respect of his service as a director prior to his appointment as Interim Chief Executive Officer that are subject to time-based vesting and vest on the first anniversary of the grant date, generally subject to Gov. Benson’s continued service as a director on the Board through the applicable vesting date. (5)Represents restricted stock units that are subject to time-based vesting and vest over four years, in four equal installments, beginning on the first anniversary of the grant date, generally subject to the named executive officer’s continued employment through the applicable vesting date. (6)Represents restricted stock units that are subject to time-based vesting and vest over three years, in three equal installments, beginning on the first anniversary of the grant date, generally subject to the named executive officer’s continued employment through the applicable vesting date. For a detailed description of the vesting terms, see “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Long-term incentive awards”. (7)Represents performance share units granted in 2022 and 2023 that have a one-year performance period ending on December 31, 2022 and December 31, 2023, respectively, and vest in full, if at all, on the third anniversary of the grant date subject to achievement of pre-established performance metrics and generally subject to the named executive officer’s continued employment through the vesting date. The number of performance share units reported is the number of units that were earned based on performance (85.6% of target for 2022 and 102.2% of target for 2023). For a detailed description of the vesting terms of the 2023 performance share units, see “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Long-term incentive awards”. (8)Represents restricted stock units that are subject to time-based vesting and vest over two years, in two equal installments, beginning on the first anniversary of the grant date, generally subject to the named executive officer’s continued employment through the applicable vesting date. For a detailed description of the vesting terms, see “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Long-term incentive awards”. (9)Represents restricted stock unit awards that remained outstanding as of December 31, 2023 subsequent to Mr. Hymes’s termination of employment. As described above, in connection with Mr. Hymes’s termination of employment, his time-based equity awards that would have otherwise vested within the 12 months following his termination of employment remained outstanding and eligible to vest for 12 months following his termination of employment, with other unvested incentive equity awards granted by the Company (including his 2023 performance-based awards) forfeited without consideration. (10)Represents option awards and restricted stock unit awards that remained outstanding as of December 31, 2023 subsequent to Mr. Rondeau’s termination of employment. As described above, in connection with Mr. Rondeau’s termination of employment, his time-based equity awards that would have otherwise vested within the 12 months following his termination of employment, including the performance share units granted in 2022 that had vested based on performance and were only subject to time-based vesting, remained outstanding and eligible to vest for 12 months following his termination of employment, and all other unvested incentive equity awards granted by the Company (including 2023 performance-based awards) forfeited without consideration.

  57. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows information regarding the vesting of stock awards held by our named executive officers during our 2023 fiscal year. None of our named executive officers exercised any stock options during our 2023 fiscal year.

  58. Option Exercises and Stock Vested

    | | Stock awards | | | Name | Number of shares realized on vesting (#) | Value realized on vesting ($)(1) | | Craig Benson(2) | 1,129 | 92,070 | | Thomas Fitzgerald | 2,383 | 180,357 | | Bill Bode | 1,494 | 112,905 | | Jennifer Simmons | 791 | 60,238 | | Edward Hymes | — | — | | Christopher Rondeau | 18,778 | 1,428,410 |

  59. Option Exercises and Stock Vested

    (1)Reflects the value of restricted stock units that vested in 2023, based on the closing price of our Class A common stock as reported on the NYSE on the vesting date. (2)Reflects the value of restricted stock units granted to Gov. Benson in respect of his service as a director on the Board prior to his appointment as Interim Chief Executive Officer. Pursuant to the terms of his offer letter, as amended, Gov. Benson was not eligible to receive any equity awards for his service as an employee in 2023.

  60. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation None of our named executive officers participated in or received benefits from a pension plan or from a non-qualified deferred compensation plan during our 2023 fiscal year or prior years.

  61. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Executive Severance & Change in Control Policy Each of our currently employed named executive officers, other than Gov. Benson, is eligible to participate in the Severance Policy. Receipt and retention of any payments or benefits under the Severance Policy is conditioned upon the named executive officer’s timely and effective execution of a separation agreement containing a release of claims in favor of us, and continued compliance with the non-competition, non-solicitation and confidentiality obligations contained in the Severance Policy and in any other agreement with us. Under the Severance Policy, an “involuntary termination” is any termination of employment by us other than for cause (as defined in the Severance Policy) or by the named executive officer for good reason (as defined in the Severance Policy), and excludes any termination of employment by reason of death or disability. In advance of the effective date of the Severance Policy, each of our named executive officers entered into a letter agreement with us acknowledging that the terms of the Severance Policy superseded any and all terms in their respective employment agreements that are otherwise covered by the Severance Policy, and that in no event would the named executive officer receive duplicate benefits. Any provisions in employment agreements with our named executive officers not addressed in the Severance Policy remain in full force and effect. In the event of a named executive officer’s involuntary termination that does not occur upon or within 24 months following a change in control (as defined in the Severance Policy), the Severance Policy provides for the following payments and benefits: a.base salary continuation (for each of Messrs. Fitzgerald and Bode and Ms. Simmons, in an amount equal to 100% of his or her base salary, payable as base salary continuation); b.a lump sum cash payment equal to a pro-rated portion of the named executive officer’s target annual cash bonus for the calendar year in which the involuntary termination occurs; c.if the named executive officer is enrolled in a benefit plan sponsored by us, a lump sum cash payment equal to our monthly portion of the premium for such enrollment multiplied by 12; and d.the named executive officer’s time-based equity awards that would have otherwise vested within the 12 months following his or her termination of employment will remain outstanding and eligible to vest for 12 months following his or her termination of employment, with other unvested incentive equity awards granted by the Company forfeited without consideration, except that, with respect to any performance-based equity awards for which the performance period has concluded at the time of the involuntary termination but that have not yet been paid, the named executive officer will retain the right to be paid in accordance with the terms of any such awards. In the event of a named executive officer’s involuntary termination that occurs upon or within 24 months following a change in control, the Severance Policy provides for the following payments and benefits: a.a lump sum cash payment equal to a multiple of base salary (for each of Messrs. Fitzgerald and Bode and Ms. Simmons, 150%); b.a lump sum cash payment equal to 100% of the named executive officer’s target annual cash bonus for the calendar year in which the change in control occurs; c.if the named executive officer is enrolled in a benefit plan sponsored by us, a lump sum cash payment equal to our monthly portion of the premium for such enrollment multiplied by 12; and d.immediate vesting of all unvested time-based and performance-based equity awards, with performance-based equity awards vesting at target, except that, with respect to any performance-based equity awards for which the performance period has concluded at the time of the involuntary termination but that have not yet been paid, the named executive officer will retain the right to be paid in accordance with the terms of any such awards. The Severance Policy provides for a Section 280G “better of provision” such that payments or benefits that each of our named executive officers receives in connection with a change in control will be reduced to the extent necessary to avoid the imposition of any excise tax under Sections 280G and 4999 of the Code if such reduction would result in a greater after tax payment amount for such named executive officer than if he or she had been paid the full amount of such payments or benefits, with such amount subject to the excise tax. The severance payments and other benefits described above under the Severance Policy will be reduced by the amount of any similar payments and benefits under any employment agreement or other arrangement with us that are not otherwise superseded by the Severance Policy. Employment Agreement with Mr. Fitzgerald Under Mr. Fitzgerald’s employment agreement, if he experiences an involuntary termination of employment, for a reason other than cause, he will receive a severance benefit consisting of payment of his base salary plus an amount equal to the Company’s monthly share of premium payments for participation in our group health insurance plans, for a period of 12 months following such termination of employment, subject to his timely and effective execution of a separation agreement provided by us, containing a release of claims and other customary terms, and continued compliance with the restrictive covenants contained in his agreement, described below. As discussed above under “—Executive Severance & Change in Control Policy”, Mr. Fitzgerald will not be provided with severance payments or benefits in excess of the amounts provided under the Severance Policy, to the extent the Severance Policy is applicable to the termination of his employment. Equity Awards Pursuant to the stock option, performance share unit and restricted stock unit award agreements under the 2015 Plan, upon termination of employment, any unvested stock options, performance share units or restricted stock units then held by our named executive officers will be immediately forfeited, and if employment is terminated for cause or under circumstances that would have constituted termination for cause, any vested stock options will also be forfeited immediately. If employment is terminated due to death or disability, any vested stock options will remain exercisable until the earlier of one year following termination or the original term of the option. If employment is terminated for other reasons, any vested stock options will remain exercisable until the earlier of three months following termination or, if earlier, until the end of the original term of the option. Pursuant to the terms of the Severance Policy, our named executive officers may be entitled to additional and/or accelerated vesting of equity awards in the event of certain involuntary terminations of employment, as described above. Restrictive covenants Receipt and retention of benefits under the Severance Policy is conditioned on the named executive officer’s compliance with covenants not to compete with us or to solicit our franchisees, employees or other service providers during employment and for the duration of the applicable “severance period” following termination of employment. Under the Severance Policy, the “severance period” is the number of months equal to 12 times the percentage of base salary the named executive officer is eligible to receive in the event of an involuntary termination (whether payable as salary continuation or in a lump sum). For example, an entitlement to 300% of base salary would result in a severance period of 36 months. The Severance Policy also includes covenants relating to confidentiality and non-disparagement.

  62. Potential Payments Upon Termination or Change in Control

    Pursuant to his or her respective employment agreement, Messrs. Fitzgerald and Bode and Ms. Simmons are bound by certain restrictive covenants, including covenants relating to confidentiality and assignment of intellectual property rights, as well as covenants not to compete with us or to solicit our customers, prospective customers, employees or other service providers during employment and for one year following termination of employment. Estimated severance payments The payments and benefits received by Mr. Hymes in connection with his termination of employment are described above under “Termination of Mr. Hymes” and the payments and benefits received by Mr. Rondeau in connection with his termination of employment are described above under “Termination of Mr. Rondeau.” The following table sets forth the estimated dollar value of the payments and benefits that would have become payable to each of our currently employed named executive officers in each of the potential termination scenarios, assuming the applicable triggering event had occurred on December 31, 2023. The calculations of the value of the equity awards use the closing price per share of our Class A common stock as reported on the NYSE as of December 29, 2023, the last trading day of 2023, which was $73.00 per share.

  63. Potential Payments Upon Termination or Change in Control

    | Named Executive Officer | Executive Payments and Benefits Upon Separation | Involuntary Termination without Cause or Termination by Executive for Good Reason Without Change in Control ($)(1) | Involuntary Termination without Cause or Termination by Executive for Good Reason With Change in Control ($)(2) | | Craig Benson(3) | Severance | — | — | | | Equity Awards | — | — | | | Health Benefits | — | — | | | Total | — | — | | Thomas Fitzgerald | Severance | 988,750 | 1,271,251 | | | Equity Awards | 740,768 | 2,350,016 | | | Health Benefits | 13,737 | 13,737 | | | Total | 1,743,255 | 3,635,004 | | Bill Bode | Severance | 752,500 | 967,501 | | | Equity Awards | 725,985 | 1,852,156 | | | Health Benefits | 19,739 | 19,739 | | | Total | 1,498,224 | 2,839,396 | | Jennifer Simmons | Severance | 680,000 | 880,000 | | | Equity Awards | 559,326 | 1,447,517 | | | Health Benefits | 67 | 67 | | | Total | 1,239,393 | 2,327,584 |

  64. Potential Payments Upon Termination or Change in Control

    (1)Represents the cash amount payable or the value of accelerated vesting, as applicable, upon an eligible termination event pursuant to the Severance Policy based on the assumptions set forth above. For purposes of the performance share awards granted in 2023 for which the performance period ended on December 31, 2023, because the performance period was complete at the time of termination of employment, the performance share units remain outstanding in accordance with their terms, but are not subject to accelerated vesting. As a result, no amounts are included in respect of such performance share awards in the table. (2)Represents the cash amount payable or the value of accelerated vesting, as applicable, upon an eligible termination event pursuant to the Severance Policy based on the assumptions set forth above. For purposes of the performance share awards granted in 2023 for which the performance period ended on December 31, 2023, amount includes the value of accelerated time-based vesting of the earned portion of the performance stock units (as measured as of December 31, 2023). (3)Pursuant to the terms of his offer letter, as amended, Gov. Benson is not eligible to receive any severance benefits upon the termination of his employment as Interim Chief Executive Officer.

  65. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following disclosure regarding the relationship between executive compensation actually paid and certain financial performance of the Company for our principal executive officer (“PEO”) and our named executive officers other than our PEO (“Non-PEO NEOs”) for the fiscal years listed below. The compensation committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For further information concerning the Company’s core compensation objectives, refer to “Executive Compensation – Compensation Discussion and Analysis” above.

  66. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO($)(1) | | Compensation Actually Paid to PEO($)(2) | | Average Summary Compensation Table Total for Non-PEO NEOs($)(3) | Average Compensation Actually Paid to Non-PEO NEOs($)(4) | Value of Initial Fixed $100 Investment based on: | | Net Income (loss) (in thousands) ($)(7) | Adjusted EBITDA (in thousands) ($)(8) | | | Benson | Rondeau | Benson | Rondeau | | | Total Stockholder Return($)(5) | Peer Group Total Stockholder Return($)(6) | | | | 2023 | 232,774 | 5,691,513 | 218,733 | (5,287,218) | 2,124,369 | 1,671,381 | 97.75 | 94.76 | 147,035 | 435,376 | | 2022 | — | 5,644,947 | — | 3,968,988 | 1,073,495 | 338,939 | 105.52 | 82.10 | 110,456 | 365,834 | | 2021 | — | 9,272,049 | — | 11,946,934 | 2,079,985 | 2,429,979 | 121.29 | 109.61 | 46,122 | 222,310 | | 2020 | — | 3,717,285 | — | 905,478 | 968,084 | 709,662 | 103.95 | 89.54 | (15,204) | 118,841 |

  67. Pay Versus Performance

    (1)Represents the total from the Summary Compensation Table for Mr. Rondeau for the years 2020-2023 and for Gov. Benson for 2023. In 2020, Mr. Rondeau’s salary was reduced and his annual bonus was not paid as a result of the COVID-19 pandemic. Mr. Rondeau served as our PEO during the periods reflected in this table from January 1, 2020 until September 15, 2023. Gov. Benson served as our PEO from September 15, 2023 through December 31, 2023. In 2023, severance was paid to Mr. Rondeau pursuant to the terms of the Severance Policy. (2)Represents the amount of compensation actually paid to Mr. Rondeau for the years 2020-2023 and to Gov. Benson for 2023, as computed in accordance with Item 402(v) of Regulation S-K. The chart below details the additions to and deductions from the Summary Compensation Table totals to calculate the compensation actually paid amounts. In 2023, Mr. Rondeau forfeited portions of his unvested equity awards as a result of his separation from the Company. (3)Represents the average total from the Summary Compensation Table in each applicable year for the Non-PEO NEOs, which are comprised of: for 2023: Messrs. Hymes, Fitzgerald and Bode, and Ms. Simmons; for 2022: Messrs. Fitzgerald and Bode, Ms. Simmons, Dorvin Lively and Jeremy Tucker; for 2021: Messrs. Lively, Fitzgerald, Bode and Tucker; and for 2020: Messrs. Lively, Fitzgerald, Tucker, and Craig Miller. In 2023, severance was paid to Mr. Hymes pursuant to the terms of the Severance Policy. In 2022, Messrs. Lively and Tucker did not receive annual bonuses, and severance was paid to Mr. Tucker pursuant to the terms of the Severance Policy. In 2020, salaries were reduced and annual bonuses were not paid as a result of the COVID-19 pandemic. (4)Represents the average amount of compensation actually paid to the Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The chart below details the additions to and deductions from the Summary Compensation Table totals to calculate the compensation actually paid amounts. In 2023, Mr. Hymes forfeited portions of his unvested equity awards as a result of his separation from the Company. In 2022, Messrs. Lively and Tucker forfeited portions of their unvested prior year equity awards as a result of Mr. Lively’s retirement and Mr. Tucker’s separation from the Company. (5)Represents the cumulative total return on $100 invested in the Company’s Class A common stock as of the last day of public trading of the Company’s Class A common stock in fiscal year 2019 through the last day of public trading of the Company’s Class A common stock in the applicable fiscal year for which the cumulative total return is reported. The Company did not pay dividends for any of 2023, 2022, 2021 or 2020. (6)Represents the weighted cumulative total return on $100 invested as of the last day of public trading in fiscal year 2019 through the last day of public trading in the applicable fiscal year for which the cumulative total return is reported, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Invesco Dynamic Leisure & Entertainment ETF (“PEJ”), the same peer group used for purposes of Item 201(e) of Regulation S-K. The return of this index is calculated assuming reinvestment of dividends during the period presented. (7)Represents net income (loss) disclosed in our Annual Report on Form 10-K for the years ended December 31, 2023, 2022, 2021, and 2020. (8)Adjusted EBITDA represents net income (loss) before interest, taxes, depreciation and amortization, adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing performance of the Company’s core operations. For a discussion of Adjusted EBITDA and a reconciliation of GAAP net income (loss) to Adjusted EBITDA, see Appendix A. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the applicable PEO’s total compensation for each year to determine the compensation actually paid to him for the relevant year:

  68. Pay Ratio Disclosure Rule

    Pay Ratio Disclosure Rule As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC rules, we are providing the following information about the relationship of the median of the annual total compensation of our employees (other than our Interim Chief Executive Officer) and the annual total compensation of our Interim Chief Executive Officer. In determining the median employee, we prepared a list of all of our full-time, part-time and temporary employees as of December 31, 2023. To identify the “median employee” from our employee population, we calculated the amount of annual base compensation, including salary, hourly pay, over-time and holiday pay, for all of our employees, including all corporate headquarters employees and in-store employees, other than our Interim Chief Executive Officer. We annualized the compensation of those full-time and part-time employees that were not employed for the full year of 2023. We also annualized the total compensation of our Interim Chief Executive Officer, whose employment began in September 2023. As of December 31, 2023, we had 35 non-U.S. employees, accounting for less than 5% of our total employees, all of whom were located in Canada. In accordance with the rules that allow for non-U.S. employees that account for 5% or less of total employees to be excluded from the determination of a company’s employees for purposes of determining the “median employee”, we excluded all 35 employees located in Canada. We did not use any other permitted exclusions or adjustments under the rules. As of December 31, 2023, we had a total of 3,796 employees, excluding our Interim Chief Executive Officer, 3,761 of whom were based in the U.S. and were included for purposes of identifying the median employee. Once we identified the median employee, we calculated that employee’s annual total compensation in the same manner as we calculate “Total Compensation” for purposes of the Summary Compensation Table. Determined in this manner, the median employee’s annual total compensation was $20,274. As identified in the Summary Compensation Table above, using the same methodology for total compensation, the annual total compensation of our Interim Chief Executive Officer was $250,000. The resulting ratio of the annual total compensation of our Interim Chief Executive Officer to the median of the annual total compensation of all employees (other than the Interim Chief Executive Officer) is estimated to be approximately 12:1. In accordance with SEC rules, we have used estimates and assumptions, as described above, in calculating the pay ratio reported above. The estimates and assumptions that we use may differ from estimates and assumptions used by other companies, including companies in our compensation peer group described above.

  69. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth information concerning the compensation of our non-employee directors for their service during 2023. Gov. Benson is not eligible to receive compensation for his service as a director during the period in which he serves as the Company’s Interim Chief Executive Officer. The compensation received by Gov. Benson for his service as a director prior to his appointment as Interim Chief Executive Officer in September 2023 is included in the Summary Compensation Table above. Mr. Rondeau was not eligible to receive compensation for his services as a director while he served as the Company’s Chief Executive Officer. The compensation received by Mr. Rondeau for his service as a director after the termination of his employment in September 2023 is included in the Summary Compensation Table above.

  70. DIRECTOR COMPENSATION

    | Name | Fees Earned or paid in cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Stephen Spinelli, Jr. | 142,500 | 115,000 | 257,500 | | Frances Rathke | 95,000 | 115,000 | 210,000 | | Cammie Dunaway | 95,000 | 115,000 | 210,000 | | Enshalla Anderson | 90,000 | 143,017 | 233,017 | | Christopher Tanco | 92,500 | 147,401 | 239,901 | | Bernard Acoca | 90,000 | 147,401 | 237,401 |

  71. DIRECTOR COMPENSATION

    (1)Each director, except Gov. Benson and Mr. Acoca, elected to receive shares of Class A common stock in lieu of her or his respective annual cash retainer in 2023. (2)Represents the grant date fair value of restricted stock units with respect to shares of our Class A common stock, which were granted for service as a director in 2023, determined in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The underlying valuation assumptions are discussed in Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. As of December 31, 2023, each of Dr. Spinelli, Ms. Rathke, Ms. Dunaway, Ms. Anderson, Mr. Tanco, and Mr. Acoca held 1,383 unvested restricted stock units.

  72. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program Pursuant to our non-employee director compensation program, each non-employee member of our Board is eligible to receive an annual cash retainer payment of $70,000 and an annual grant of restricted stock units with a targeted grant date fair market value of $115,000. The annual grant of restricted stock units generally vests in full on the first anniversary of the grant date, subject to the director’s continued service as a member of our Board through the vesting date. Under this program, eligible directors receive the following additional cash retainers on an annual basis for service as the Board chair—$55,000; audit committee chair—$25,000; compensation committee chair—$20,000; and nominating and corporate governance committee chair—$15,000. Eligible directors also receive annual cash retainers for service as members of the audit committee—$12,500; members of the compensation committee—$10,000; and members of the nominating and corporate governance committee—$7,500. Pursuant to our non-employee director compensation program, eligible directors may elect to receive fully vested shares of Class A common stock in lieu of their annual cash retainer payments. In 2023, each director, other than Gov. Benson and Mr. Acoca, made such an election. The Board has adopted stock ownership guidelines applicable to our non-employee directors and senior executive officers, described above, under which our non-employee directors are required to acquire and own stock or stock equivalents in an amount equal to five times the annual cash retainer for our non-employee directors. Until the required ownership level is reached directors are required to retain 100% of any shares, net of applicable taxes and the payment of any exercise or purchase price (if applicable), received upon the vesting or settlement of equity awards or the exercise of stock options. As of December 31, 2023, each of our non-employee directors had achieved their minimum holding requirements, except Mr. Acoca.