DEF 14A of Planet Fitness, Inc., Mar 26, 2025

DEF 14A of Planet Fitness, Inc.

Filed Mar 26, 2025 · FY20240001637207-25-000038

Open on EDGAR

  1. TABLE OF CONTENTS

    | Option Exercises and Stock Vested | 52 | | Pension Benefits and Nonqualified Deferred Compensation | 52 | | Potential Payments Upon Termination or Change in Control | 53 | | Pay Versus Performance | 56 | | Pay Ratio Disclosure Rule | 61 | | PROPOSAL 3: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION | 62 | | PROPOSAL 4: APPROVAL OF THE PLANET FITNESS, INC. 2025 OMNIBUS INCENTIVE PLAN | 63 | | Equity Compensation Plan Information | 70 | | PROPOSAL 5: APPROVAL OF CHARTER AMENDMENTS REMOVING SUPERMAJORITY VOTING REQUIREMENTS | 71 | | PROPOSAL 6: APPROVAL OF CHARTER AMENDMENTS REMOVING OBSOLETE PROVISIONS | 73 | | PROPOSAL 7: APPROVAL OF CHARTER AMENDMENT LIMITING THE LIABILITY OF CERTAIN OFFICERS | 75 | | PROPOSAL 8: STOCKHOLDER PROPOSAL REGARDING EEO-1 REPORT DISCLOSURE POLICY | 77 | | DIRECTOR COMPENSATION | 79 | | Non-Employee Director Compensation Program | 80 | | EXECUTIVE OFFICERS | 81 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 84 | | Beneficial Ownership | 84 | | Delinquent Section 16(a) Reports | 86 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 87 | | Recapitalization Transactions in Connection with our IPO | 87 | | Indemnification Agreements | 91 | | Related Person Transactions Policy | 91 | | AUDIT COMMITTEE REPORT | 92 | | ADDITIONAL INFORMATION | 93 | | Requirements for Stockholder Proposals to be Considered for Inclusion in our Proxy Materials | 93 | | Requirements for Stockholder Proposals to be Brought Before an Annual Meeting | 93 | | Incorporation by Reference | 94 | | Householding | 94 | | Voting by Telephone or the Internet | 94 | | Other Matters | 94 | | APPENDIX A: 2025 OMNIBUS INCENTIVE PLAN | A-1 | | APPENDIX B: SUPERMAJORITY VOTING REQUIREMENTS CHARTER AMENDMENTS | B-1 | | APPENDIX C: OBSOLETE PROVISIONS CHARTER AMENDMENTS | C-1 | | APPENDIX D: GAAP TO NON-GAAP RECONCILIATIONS AND OTHER PERFORMANCE MEASURES | D-1 |

  2. 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. "Plurality" means that the director nominees receiving the largest number of votes cast "for" will be elected. 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.

  3. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our business operates under the direction of our Board, which currently consists of eight directors. In accordance with our Charter, our Board consists of three classes of approximately equal size: Classes I, II, and III, with terms expiring in 2025, 2026, and 2027, respectively. The following table sets forth the name, age, and position, as of March 10, 2025, of the individuals who currently serve as directors on our Board.

  4. PROPOSAL 1: ELECTION OF DIRECTORS

    | Name | Age | Position | | Stephen Spinelli, Jr. | 70 | Chair of the Board | | Colleen Keating | 56 | Director and Chief Executive Officer | | Bernard Acoca | 55 | Director | | Enshalla Anderson | 55 | Director | | Craig Benson | 70 | Director | | Cammie Dunaway | 62 | Director | | Frances Rathke | 64 | Director | | Christopher Tanco | 63 | Director |

  5. PROPOSAL 1: ELECTION OF DIRECTORS

    | 2025 BOARD NOMINEES | | •Craig Benson •Cammie Dunaway •Christopher Tanco |

  6. PROPOSAL 1: ELECTION OF DIRECTORS

    Craig Benson, Cammie Dunaway and Christopher Tanco are the Class I directors whose terms expire at the Annual Meeting. Our Board has nominated, and stockholders are being asked to reelect, Gov. Benson, Ms. Dunaway and Mr. Tanco for three-year terms expiring at our 2028 annual meeting of stockholders. If elected, the nominees will each hold office until the conclusion of our 2028 annual meeting of stockholders and a successor is duly elected and qualified or until their earlier death, resignation, or removal. Each of the three nominees currently serves as a director of the Company, having been elected by stockholders at the 2022 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.

  7. PROPOSAL 1: ELECTION OF DIRECTORS

    | | The Board recommends a vote FOR the election of each of the nominees as director. |

  8. PROPOSAL 1: ELECTION OF DIRECTORS

    | Planet Fitness Proxy Statement 2025 | 7 |

  9. Board of Directors

    Board of Directors

  10. Director Nominees

    Director Nominees

  11. Class I—Directors with Terms Expiring in 2025

    Class I—Directors with Terms Expiring in 2025

  12. Class I—Directors with Terms Expiring in 2025

    | | | CRAIG BENSON Director Craig Benson has served on our Board since July 2017. Gov. Benson brings to our Board over 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. Experience and Qualifications Gov. Benson has served as the Chief Executive Officer at Soft Draw Investments, LLC, since 2002. He served as our Interim Chief Executive Officer from September 2023 until June 2024. 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. | | | Age: 70 Director Since: 2017 | |

  13. Class I—Directors with Terms Expiring in 2025

    | 8 | Planet Fitness Proxy Statement 2025 |

  14. Class I—Directors with Terms Expiring in 2025

    | | | CAMMIE DUNAWAY Independent Director 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. Experience and Qualifications 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 served as a member of the board of directors for The Wonder Project, a private entertainment studio, since August 2024. 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 boards of directors for Red Robin Gourmet Burgers, Inc. from 2014 until May 2024, 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. | | | Age: 62 Director Since: 2017 | |

  15. Class I—Directors with Terms Expiring in 2025

    | Planet Fitness Proxy Statement 2025 | 9 |

  16. Class I—Directors with Terms Expiring in 2025

    | | | CHRISTOPHER TANCO Independent Director 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 clubs system wide. Experience and Qualifications 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 Chief Operating Officer, 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. | | | Age: 63 Director Since: 2021 | |

  17. Class I—Directors with Terms Expiring in 2025

    | 10 | Planet Fitness Proxy Statement 2025 |

  18. Class II—Directors with Terms Expiring in 2026

    Class II—Directors with Terms Expiring in 2026

  19. Class II—Directors with Terms Expiring in 2026

    | | | COLLEEN KEATING Director and Chief Executive Officer Colleen Keating has served on our Board since June 2024. Ms. Keating is a proven executive who brings to our Board over three decades of experience across hospitality, real estate, operations and franchise management, with expertise in brand management, leading customer-facing organizations and driving scalable growth, among other skills and qualifications. Because of all the foregoing, we believe Ms. Keating is well qualified to serve on our Board and adds particular value as we look to execute on our strategic priorities of brand marketing, member experience, accelerating growth and product refinement and format optimization. Ms. Keating has served as the Company’s Chief Executive Officer since June 2024. Ms. Keating previously served as CEO of FirstKey Homes (“FirstKey”) from February 2020 until May 2024, the fourth largest single-family rental home property management company in the United States, where she led the strategic direction of the business, implemented significant brand-aligned digital strategies, helped drive platform cost reduction and improved the overall resident experience. Prior to joining FirstKey, Ms. Keating served as the Chief Operating Officer, Americas of InterContinental Hotels Group (“IHG”) from March 2018 until February 2020, where she oversaw the operations of more than 4,000 IHG hotels across the Americas region, overseeing franchisee performance support and company-managed hotel operations. Ms. Keating also previously served as Executive Vice President of Operations at Davidson Hotels & Resorts from January 2017 until March 2018. Earlier in her career, Ms. Keating spent 16 years with Starwood Hotels & Resorts Worldwide, Inc., serving in a variety of leadership positions of increasing responsibility, most recently as Senior Vice President of Franchise Operations and Compliance, North America and previously as Senior Vice President of Operations, North Region. Ms. Keating studied business at Western New England University. | | | Age: 56 Director Since: 2024 | |

  20. Class II—Directors with Terms Expiring in 2026

    | Planet Fitness Proxy Statement 2025 | 11 |

  21. Class II—Directors with Terms Expiring in 2026

    | | | ENSHALLA ANDERSON Independent Director 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. Experience and Qualifications 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. | | | Age: 55 Director Since: 2020 | |

  22. Class II—Directors with Terms Expiring in 2026

    | 12 | Planet Fitness Proxy Statement 2025 |

  23. Class II—Directors with Terms Expiring in 2026

    | | | STEPHEN SPINELLI, JR. Independent Director 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. Experience and Qualifications 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. | | | Age: 70 Director Since: 2012 | |

  24. Class II—Directors with Terms Expiring in 2026

    | Planet Fitness Proxy Statement 2025 | 13 |

  25. Class III—Directors with Terms Expiring in 2027

    Class III—Directors with Terms Expiring in 2027

  26. Class III—Directors with Terms Expiring in 2027

    | | | BERNARD ACOCA Independent Director 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 club count to over 5,000 locations. Experience and Qualifications 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. | | | Age: 55 Director Since: 2021 | |

  27. Class III—Directors with Terms Expiring in 2027

    | 14 | Planet Fitness Proxy Statement 2025 |

  28. Class III—Directors with Terms Expiring in 2027

    | | | FRANCES RATHKE Independent Director 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. Experience and Qualifications 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. | | | Age: 64 Director Since: 2016 | |

  29. Class III—Directors with Terms Expiring in 2027

    | Planet Fitness Proxy Statement 2025 | 15 |

  30. Class III—Directors with Terms Expiring in 2027

    | Board Skills Matrix The Board is currently composed of eight talented directors with diverse skill sets and professional and personal backgrounds. The Board believes in the benefits of a diversity of skills, experiences, expertise, industry knowledge, perspectives, and characteristics (such as, and including, but not limited to, gender, race/ethnicity, age, geographic location, and nationality) necessary to oversee the Company’s current and future business needs. Accordingly, the Board considers the skills, experience and diversity of directors and director candidates individually and in the broader context of its overall composition and the diverse nature of the Company’s operating environment. The following tables summarize the skill and expertise, as well as certain demographic information of our Board. |

  31. Class III—Directors with Terms Expiring in 2027

    | Core Functional Expertise |

  32. Class III—Directors with Terms Expiring in 2027

    | Strategic and Broader Experience |

  33. Class III—Directors with Terms Expiring in 2027

    | Industry Specific Knowledge |

  34. Class III—Directors with Terms Expiring in 2027

    | Race / Ethnicity |

  35. Class III—Directors with Terms Expiring in 2027

    | ■ | Asian | | ■ | Black or African American | | ■ | White | | ■ | Undisclosed |

  36. Class III—Directors with Terms Expiring in 2027

    | Gender |

  37. Class III—Directors with Terms Expiring in 2027

    | ■ | Male | | ■ | Female | | ■ | Undisclosed |

  38. Class III—Directors with Terms Expiring in 2027

    | Age |

  39. Class III—Directors with Terms Expiring in 2027

    | ■ | 55 to 60 | | ■ | 61 to 65 | | ■ | 66 to 70 |

  40. Class III—Directors with Terms Expiring in 2027

    | Tenure |

  41. Class III—Directors with Terms Expiring in 2027

    | ■ | 0-4 Years | | ■ | 5-9 Years | | ■ | 10+ Years |

  42. Class III—Directors with Terms Expiring in 2027

    | 16 | Planet Fitness Proxy Statement 2025 |

  43. Overview of our Executive Compensation Program

    Overview of our Executive Compensation Program Our executive compensation program is designed to closely tie pay to performance, in part through compensating our executives based on the attainment of financial goals that influence the creation of stockholder value and in part through linking compensation with share price. The compensation committee considered the following objectives in making its compensation determinations for our named executive officers in fiscal year 2024: •Pay For Performance: We link a significant portion of executive compensation, both short and long-term, to the achievement of Company strategic goals and performance metrics that contribute to the Company’s growth and success. •Competitive and Fair: We determine executive compensation based on external market data and several internal factors such as experience, individual performance, importance of the applicable role to the organization and internal equity. •Long-Term Focus: We provide a substantial portion of executive compensation in the form of long-term incentives subject to performance objectives and vesting periods to hold our executive team accountable to the Company’s long-term objectives and health of the organization, including our franchisees.

  44. 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. Each year, the compensation committee considers a variety of factors in assessing the competitiveness of our executive compensation program and the 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. 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 considering each individual’s depth and breadth of experience, performance and strategic impact to the organization. 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.

  45. The role of the compensation consultant

    The role of the compensation consultant The compensation committee has engaged a compensation consulting firm, Meridian Compensation Partners (“Meridian”) 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 former Interim Chief Executive Officer in 2024. The compensation committee directly engaged Meridian in 2023 and 2024 to review the peer group used for its 2024 and 2025 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 2024 did not raise any conflicts of interest.

  46. Use of peer group and benchmarking

    Use of peer group and benchmarking To determine a peer group of companies for executive compensation purposes, the compensation committee, with the assistance of Meridian, continued its practice of reviewing publicly traded companies which were similar in size and complexity to the Company and operating in similar industries with similar business models. Based on the review conducted in 2023, 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 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 2024 fiscal year.

  47. Use of peer group and benchmarking

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

  48. Use of peer group and benchmarking

    | 32 | Planet Fitness Proxy Statement 2025 |

  49. Use of peer group and benchmarking

    Based on a similar review conducted in 2024, the compensation committee, with the assistance of Meridian, approved an updated list of selected peer companies for its 2025 peer group, removing The Beachbody Company, Inc., Denny’s Corporation and WW International, Inc. and adding Dutch Bros Inc., Five Below, Inc. and Valvoline 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 2025 fiscal year.

  50. Use of peer group and benchmarking

    | 2025 Peer Companies Utilized in Evaluating Named Executive Officer Compensation | | | | •Bloomin Brands, Inc. •Brinker International, Inc. •Choice Hotels International, Inc. •Dine Brands Global, Inc. •Domino’s Pizza, Inc. •Driven Brands Holdings Inc. •Dutch Bros Inc. | •Five Below Inc. •Jack in the Box, Inc. •Krispy Kreme, Inc. •Life Time Group Holdings, Inc. •National Vision Holdings, Inc. •Papa John’s International, Inc. •Peloton Interactive, Inc. | •Shake Shack, Inc. •Texas Roadhouse, Inc. •The Wendy’s Company •Valvoline Inc. •Wingstop Inc. •Wyndham Hotels & Resorts, Inc. |

  51. 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; to motivate and attract executives. Gov. Benson did not receive annual cash bonuses due to the interim nature of his role. | Variable component of pay based on previously established annual company 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 2024, 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 2024, new hire restricted stock units and performance share units were granted as described below. |

  52. Base salary

    Base salary Each of our currently employed 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 her or his own base salary. The initial base salary of each of Mses. Keating and Simmons, Messrs. Stasz, Bode, and Fitzgerald and Gov. Benson is set forth in her or his respective employment agreement or offer letter, and has (or had, as applicable) been subsequently adjusted for Messrs. Bode and Fitzgerald and Ms. Simmons by the compensation committee. Effective March 6, 2024, the compensation committee approved increases to the base salaries of Mr. Bode and Ms. Simmons (from $430,000 to $473,000 and $400,000 to $440,000 respectively) in order to better align their compensation with similar positions at peer companies within the Company’s peer group. The compensation committee subsequently increased Mr. Bode’s base salary to $575,000, effective July 8, 2024, after further consultation with Meridian, including additional analysis of similar positions within the Company’s peer group. Ms. Keating’s base salary was set at $1,000,000, effective as of her commencement of employment with the Company on June 10, 2024. The base salary and other elements of Ms. Keating’s compensation were established in connection with her commencement of employment with the Company based on advice from Meridian, were informed by peer group compensation data and Ms. Keating’s compensation from her prior employer, including compensation that was forfeited by Ms. Keating in order to accept our offer of employment. Mr. Stasz’s base salary was set at $580,000, effective as of his commencement of employment with the Company on November 4, 2024. The base salary and other elements of Mr. Stasz’s compensation were established in connection with his commencement of employment with Company based on advice from Meridian, were informed by peer group compensation data and Mr. Stasz’s compensation from his prior employer. The base salaries of our named executive officers as of (i) December 31, 2024 for our currently employed named executive officers or (ii) the last day of employment with the Company for Gov. Benson and Mr. Fitzgerald were as follows: •Ms. Keating, $1,000,000. •Mr. Stasz, $580,000. •Mr. Bode, $575,000. •Ms. Simmons, $440,000. •Gov. Benson, $250,000. •Mr. Fitzgerald, $565,000.

  53. Annual bonus plan

    Annual bonus plan Each of our named executive officers other than Mr. Stasz and Gov. Benson was eligible to earn a cash bonus under our 2024 annual bonus plan based on the achievement of key corporate financial and strategic 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. Pursuant to the terms of his offer letter, given that he began employment with us in November 2024, Mr. Stasz was not eligible to earn a 2024 annual bonus. Mr. Stasz will be eligible to earn a cash bonus under our annual bonus plan beginning with the 2025 performance year. Pursuant to the terms of his offer letter, Gov. Benson was not eligible to receive an annual bonus.

  54. Annual bonus plan

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  55. 2024 changes to our annual bonus plan

    2024 changes to our annual bonus plan Historically, our annual bonus plan for our named executive officers was based on both corporate and personal annual goals. For the 2024 fiscal year, the performance goals applicable to annual bonuses for our named executive officers were exclusively corporate goals and did not include individual or personal goals. This change was made to further link bonus outcomes for our named executive officers with our corporate performance results, which are critical to the successful execution of our strategy and increasing stockholder value. Further, for 2024, the maximum payout applicable to our named executive officers’ annual bonuses was reduced to 200% (from 225% for prior years) in order to align with market practice.

  56. 2024 annual bonus plan

    2024 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 and the importance of such goal to the near-term success of the Company. Each performance goal has a designed 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 2024 annual bonus plan, with separate performance goals for our club support center (“CSC”) employees and our corporate club employees. The corporate performance goals for our CSC employees included goals based on Adjusted EBITDA, system wide same club sales electronic funds transfer (“EFT”) dollars and total franchise club placements. The corporate performance goals for our corporate club employees, including Ms. Simmons, included goals based on corporate club Adjusted EBITDA, corporate club same club sales EFT dollars and 2024 new club revenue. 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 2024 annual bonus plan, the compensation committee set applicable targets that were aligned with our annual operating plan 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 2024 ranged from 0% to 200% of target based on our actual performance relative to the applicable target, 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.

  57. 2024 annual bonus plan

    | 2024 Annual Bonus Plan Performance Targets (applicable to Ms. Keating, and Messrs. Bode and Fitzgerald) | | | | | | | Weighting (%) | Threshold Performance | Target Performance | Maximum Performance | | Adjusted EBITDA ($, in millions)* | 33.33 | 434.4 | 482.7 | 531.0 | | Same Club Sales EFT Dollars (system wide) ($, in millions) | 33.33 | 3,768 | 3,884 | 4,001 | | Total franchise club placements (#) | 33.33 | 116 | 137 | 158 | | Payout percentage (%) | | 25 | 100 | 200 |

  58. 2024 annual bonus plan

    * For a discussion of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to GAAP net income, see Appendix D.

  59. 2024 annual bonus plan

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  60. 2024 annual bonus plan

    | 2024 Annual Bonus Plan Performance Targets (applicable to Ms. Simmons)(1) | | | | | | | Weighting (%) | Threshold Performance | Target Performance | Maximum Performance | | Corporate Club Adjusted EBITDA ($, in millions)* | 33.33 | 175.9 | 199.0 | 215.0 | | Same Club Sales EFT Dollars (Corporate Clubs) ($, in millions) | 33.33 | 402.8 | 415.3 | 427.8 | | 2024 New Club Revenue ($, in millions) | 33.33 | 2.6 | 3.1 | 3.6 | | Payout percentage (%) | | 25 | 100 | 200 |

  61. 2024 annual bonus plan

    (1)Because the corporate-owned clubs in Spain were not overseen by the corporate club division, they were not included in the calculation of the bonus targets or achievement for the corporate club bonus plan, including for Ms. Simmons. *For a discussion of Corporate Club Adjusted EBITDA, see Appendix D. The target amount of each applicable named executive officer’s annual cash bonus is set as a percentage of her or his base salary. The target amount for each applicable named executive officer was determined pursuant to her or his respective employment agreement or offer letter and for each of Mr. Bode, Ms. Simmons, and Mr. Fitzgerald has been subsequently adjusted by the compensation committee. The target bonus opportunity for each of Ms. Keating and Mr. Stasz was established when they commenced employment with us based on advice from Meridian and informed by peer group compensation data. Following a market review of compensation, the compensation committee determined to increase Mr. Bode’s target bonus opportunity from 75% to 90% of his base salary, effective July 8, 2024, based on advice from Meridian and informed by peer group data, and to increase Ms. Simmons’ target bonus opportunity from 70% to 75% of her base salary, effective for 2024, based on advice from Meridian and informed by peer group data. Neither Mr. Stasz nor Gov. Benson were eligible to participate in the 2024 annual bonus plan pursuant to the terms of their respective offer letters. Mr. Stasz will be eligible to participate in the annual bonus plan beginning with the 2025 performance year and his target bonus opportunity is 75% of his base salary. The target bonus opportunity of each of our named executive officers for 2024 is listed in the table below:

  62. 2024 annual bonus plan

    | Named Executive Officer | Target Bonus Opportunity (as a percentage of base salary) | | Colleen Keating | 150% | | Jay Stasz(1) | —% | | Bill Bode(2) | 90% | | Jennifer Simmons | 75% | | Craig Benson(3) | —% | | Thomas Fitzgerald(4) | 75% |

  63. 2024 annual bonus plan

    (1)Pursuant to the terms of his offer letter, Mr. Stasz was not eligible to receive bonus compensation for his employment in 2024. Mr. Stasz will be eligible to participate in the annual bonus plan starting for 2025. (2)Mr. Bode’s target bonus opportunity for 2024 was blended based on the portions of the year that the applicable target bonus was in effect. (3)Pursuant to the terms of his offer letter, as amended, Gov. Benson was not eligible to receive bonus compensation for his employment in 2024. (4)Pursuant to the terms of his transition agreement, subject to his continued employment through December 31, 2024, Mr. Fitzgerald was entitled to receive his 2024 annual cash bonus, payable in accordance with the terms of the 2024 annual bonus plan.

  64. 2024 annual bonus plan

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  65. 2024 annual bonus plan

    The actual amount earned by each of Mses. Keating and Simmons and Messrs. Bode and Fitzgerald under our 2024 annual bonus plan was determined by the compensation committee based on the level of achievement of the corporate performance goals described above and below. Payment to each of these named executive officers under the 2024 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. Actual achievement of the 2024 corporate performance goals for Ms. Keating and Messrs. Bode and Fitzgerald was as follows:

  66. 2024 annual bonus plan

    | Corporate Performance Goal | Weighting | 2024 Performance Result | Level of Achievement (as a % of target) | Bonus Earned (as a % of target (as it relates to each weighting)) | | Adjusted EBITDA ($, in millions)* | 33.33% | 487.7 | 101.0% | 110.4% | | Same Club Sales (system wide) ($, in millions) | 33.33% | 3,813 | 98.2% | 44.5% | | Total franchise club placements (#) | 33.33% | 124 | 90.5% | 43.2% |

  67. 2024 annual bonus plan

    *For a discussion of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to GAAP net income, see Appendix D. 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 and resulting bonus payout for Ms. Keating and Messrs. Fitzgerald and Bode was 66.03% of target for 2024. Actual achievement of the 2024 corporate performance goals for Ms. Simmons was as follows:

  68. 2024 annual bonus plan

    | Corporate Performance Goal(1) | Weighting | 2024 Performance Result | Level of Achievement (as a % of target) | Bonus Earned (as a % of target (as it relates to each weighting)) | | Corporate Club Adjusted EBITDA ($, in millions)* | 33.33% | 192.8 | 96.9% | 80.2% | | Corporate Club Same Club Sales ($, in millions) | 33.33% | 402.0 | 96.8% | —% | | 2024 New Club Revenue ($, in millions) | 33.33% | 3.7 | 119.6% | 200.0% |

  69. 2024 annual bonus plan

    (1)Because the corporate-owned clubs in Spain were not overseen by the corporate club division, they were not included in the calculation of the bonus targets or achievement for the corporate club bonus plan, including for Ms. Simmons. *For a discussion of Corporate Club Adjusted EBITDA, see Appendix D. 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 and the resulting payout for Ms. Simmons was 93.41% of target for 2024.

  70. 2024 annual bonus plan

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  71. 2024 annual bonus plan

    Actual achievement of the 2024 corporate performance goals, target bonus opportunity and overall payout, as applicable to Mses. Keating and Simmons and Messrs. Bode and Fitzgerald were as follows:

  72. 2024 annual bonus plan

    | Named Executive Officer | Overall Bonus Payout (as a % of target) | Target Bonus Opportunity ($) | 2024 Bonus Payment ($) | | Colleen Keating | 66.0% | 1,500,000 | 990,433 | | Jay Stasz(1) | —% | — | — | | Bill Bode(2) | 66.0% | 433,457 | 286,207 | | Jennifer Simmons | 93.4% | 330,000 | 308,254 | | Craig Benson(3) | —% | — | — | | Thomas Fitzgerald(4) | 66.0% | 423,750 | 279,797 |

  73. 2024 annual bonus plan

    (1)Pursuant to the terms of his offer letter, Mr. Stasz was not entitled to bonus compensation for his employment in 2024. Mr. Stasz will be eligible to participate in the annual bonus plan starting for 2025. (2)Mr. Bode’s target bonus for 2024 was blended based on the portions of the year that the applicable target bonus was in effect. (3)Pursuant to the terms of his offer letter, as amended, Gov. Benson was not entitled to bonus compensation for his employment in 2024. (4)Pursuant to the terms of his transition agreement, subject to his continued employment through December 31, 2024, Mr. Fitzgerald was entitled to receive his 2024 annual cash bonus, payable in accordance with the terms of the 2024 annual bonus plan.

  74. Annual long-term incentive awards

    Annual long-term incentive awards 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”). Each of our currently employed named executive officers is eligible to receive equity awards under our annual long-term incentive program. Our annual 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.

  75. 2024 changes to long-term incentive awards

    2024 changes to long-term incentive awards To determine the size and component mix of the 2024 annual long-term incentive awards granted to our named executive officers, the compensation committee considered long-term incentive data from the Company’s peer group provided by Meridian. As in 2023, the 2024 annual long-term incentive awards consisted of 50% performance share units and 50% restricted stock units. Performance share units granted prior to 2024 are eligible to be earned based on achievement of a predetermined adjusted net income per share, diluted, 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. To better align our executive compensation program with the interests of our stockholders and to encourage long-term value creation, the compensation committee significantly lengthened the performance period from one year to three years for the performance share unit awards granted in 2024. As in prior years, performance share units granted in 2024 are eligible to be earned based on achievement of a predetermined adjusted net income per share, diluted, target goal. This metric is critical to driving value for stockholders and is an important measure of performance for our long-term stockholders.

  76. 2024 changes to long-term incentive awards

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  77. 2024 changes to long-term incentive awards

    The compensation committee granted the following annual long-term incentive awards to Mses. Keating and Simmons and Mr. Bode pursuant to the 2024 annual long-term incentive program:

  78. 2024 changes to long-term incentive awards

    | | Restricted Stock Units(1) | | Performance Share Units(1) | | | Name | Number of shares granted (#) | Grant date fair value ($) | Target number of units granted (#) | Grant date fair value ($)(2) | | Colleen Keating | 29,381 | 2,092,809 | 29,381 | 2,092,809 | | Jay Stasz(3) | — | — | — | — | | Bill Bode | 5,072 | 307,414 | 5,072 | 307,414 | | Jennifer Simmons | 4,355 | 263,957 | 4,355 | 263,957 | | Craig Benson(4) | — | — | — | — | | Thomas Fitzgerald(5) | — | — | — | — |

  79. 2024 changes to long-term incentive awards

    (1)The 2024 annual long-term incentive awards to Mr. Bode and Ms. Simmons were granted on March 15, 2024. The 2024 annual long-term incentive awards to Ms. Keating were granted on June 10, 2024, with the number of restricted stock units and performance share units determined based on the closing price of the Company’s Class A common stock on the last trading day immediately preceding the grant date. (2)Grant date fair value calculated assuming target performance. (3)Mr. Stasz was not entitled to receive an annual long-term incentive award in 2024 due to his commencement of employment in November 2024. (4)Gov. Benson did not receive any long-term incentive awards for his service as an employee in 2024. (5)Mr. Fitzgerald did not receive any long-term incentive awards in 2024. These restricted stock units granted to our named executive officers pursuant to the 2024 annual 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 pursuant to the 2024 annual long-term incentive program have a three-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 share, diluted, 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 number 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)(or the closing price on the last trading day immediately preceding the grant date, in the case of the 2024 annual long-term incentive awards to Ms. Keating).

  80. Other 2024 cash and equity awards

    Other 2024 cash and equity awards In addition to the 2024 annual long-term incentive awards granted to our named executive officers described under “Annual long-term incentive awards,” the compensation committee granted the following incentive awards to Ms. Keating, Mr. Stasz and Gov. Benson in 2024: •On June 10, 2024, in connection with the commencement of her employment, Ms. Keating is eligible to receive a sign-on bonus in the amount of $500,000 and received a make-whole equity grant of 73,453 restricted stock units of our Class A common stock with a grant date fair value of $5,232,057. Because Ms. Keating’s acceptance of the Company’s offer of employment as the Company’s Chief Executive Officer resulted in the forfeiture of certain compensation from her prior employer, the compensation committee determined to grant these awards to Ms. Keating as an incentive to accept our offer of employment and to offset the loss of such forfeited compensation. The sign-on bonus is payable in cash following the first

  81. Other 2024 cash and equity awards

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  82. Other 2024 cash and equity awards

    anniversary of Ms. Keating’s employment start date, generally subject to her continued employment through such first anniversary, and the make-whole restricted stock unit grant vests 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. If Ms. Keating’s employment is terminated by the Company without cause or Ms. Keating resigns for good reason (as such terms are defined in the Planet Fitness, Inc. Executive Severance & Change in Control Policy (the “Severance Policy”)), in each case, prior to the first anniversary of Ms. Keating’s employment start date, she will be entitled to receive payment of the sign-on bonus upon such termination and the make-whole restricted stock unit grant will vest in full. •On November 4, 2024, in connection with the commencement of his employment, Mr. Stasz received a new hire grant of 3,168 restricted stock units of our Class A common stock, with a grant date fair value of $249,987 and 3,168 performance stock units of our Class A common stock, with a grant date fair value of $249,987 (assuming target performance). The compensation committee determined to grant these awards to Mr. Stasz as an incentive to accept our offer of employment. The new hire 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. The new hire performance share unit grant has a three-year performance period and vests in full on March 15, 2027 (subject to achievement of a pre-established adjusted net income per share, diluted, target for the performance period) and generally subject to continued employment through the vesting date. •As noted above, Gov. Benson did not receive any long-term incentive awards for his service as interim Chief Executive Officer in 2024. Upon his transition from employment in connection with Ms. Keating’s appointment as Chief Executive Officer, on June 10, 2024, Gov. Benson was granted 1,433 restricted stock units of our Class A common stock with a grant date fair value of $102,073, representing a pro-rated annual incentive equity grant under our non-employee director compensation program based on the portion of the year following the date Gov. Benson ceased to serve as our Interim Chief Executive Officer and continued to serve as a non-employee member of the Board. The restricted stock units vest in full on April 30, 2025, subject to Gov. Benson’s continued service as a member of the Board through the vesting date.

  83. 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, as may be amended from time to time, which entitles executive officers and other key employees (including our currently employed named executive officers) 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.

  84. Change in control and termination benefits

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  85. Policies and practices related to the grant of certain equity awards

    Policies and practices related to the grant of certain equity awards We generally grant annual equity-based awards in March of each year, in conjunction with our annual compensation review and approval process, although the exact timing may change from year to year. The compensation committee may also consider and approve interim grants at other times of the year for new hires and in connection with certain promotions, or grants made for retention or other purposes, from time to time based on business needs, changing compensation practices or other factors, in the discretion of the compensation committee. The compensation committee does not grant equity awards in anticipation of the release of material non-public information, and we have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation. In 2024, equity compensation for our named executive officers consisted solely of restricted stock units and performance share units; we did not grant stock options to our named executive officers in 2024.

  86. 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 2024, 2023 and 2022, as applicable to the named executive officer.

  87. 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 ($) | | Colleen Keating(6) Chief Executive Officer | 2024 | 519,231 | — | 9,417,675 | — | 990,433 | 52,933 | 10,980,272 | | Jay Stasz(7) Chief Financial Officer | 2024 | 66,923 | — | 499,974 | — | — | 18,346 | 585,243 | | Bill Bode(8) Division President, US Franchise | 2024 | 508,193 | — | 614,828 | — | 286,207 | 13,800 | 1,423,028 | | | 2023 | 427,116 | — | 1,075,000 | — | 292,471 | 13,200 | 1,807,787 | | | 2022 | 380,193 | — | 246,666 | 123,333 | 251,939 | 6,600 | 1,008,731 | | Jennifer Simmons(9) Division President, Corporate Clubs | 2024 | 430,770 | — | 527,914 | — | 308,254 | 140,350 | 1,407,288 | | | 2023 | 400,000 | — | 1,000,000 | — | 393,674 | 164,330 | 1,958,004 | | | 2022 | 324,616 | — | 160,000 | 80,000 | 135,512 | 20,766 | 720,894 | | Craig Benson(10) Former Interim Chief Executive Officer | 2024 | 120,192 | — | 102,073 | — | — | 62,242 | 284,507 | | | 2023 | 63,462 | | 115,000 | | | 54,312 | 232,774 | | Thomas Fitzgerald(11) Former Chief Financial Officer | 2024 | 565,000 | 500,000 | — | — | 279,797 | 13,800 | 1,358,597 | | | 2023 | 563,077 | — | 960,500 | — | 384,293 | 13,200 | 1,921,070 | | | 2022 | 549,231 | — | 555,000 | 277,500 | 419,899 | 12,200 | 1,813,830 |

  88. Summary Compensation Table

    (1)For Mr. Fitzgerald, the amount represents a one-time retention bonus paid to him in 2024 as a result of his continued employment with us through August 31, 2024. (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, based on the fair market value of a share of our Class A common stock on the date of grant. The underlying valuation assumptions for these awards are discussed in Note 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal years ended December 31, 2023 and 2022. 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 2024, 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 2024, if maximum performance levels were achieved, would be $4,185,618, $499,974, $614,828, and $527,914 for Ms. Keating, Mr. Stasz, Mr. Bode, and Ms. Simmons, 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—Annual long-term incentive awards” and “—Other 2024 cash and equity 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 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal years ended December 31, 2023 and 2022. These amounts do not reflect actual amounts that may be paid to or realized by the named executive officer.

  89. Summary Compensation Table

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  90. Summary Compensation Table

    (4)Amounts represent annual bonuses earned by our named executive officers under our annual bonus plan for the relevant year, as applicable to each named executive officer. See “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Annual bonus plan.” (5)Amounts shown in the “All Other Compensation” column for 2024 include the items set forth in the table below, as applicable to each named executive officer. (6)Ms. Keating joined the Company as our Chief Executive Officer on June 10, 2024. No amounts are reported for Ms. Keating for 2023 or 2022 because she was not a named executive officer for such years. (7)Mr. Stasz joined the Company on November 4, 2024 and was appointed as our Chief Financial Officer effective November 15, 2024. No amounts are reported for Mr. Stasz for 2023 or 2022 because he was not a named executive officer for such years. (8)Mr. Bode served as our Division President, U.S. Franchise during 2024 and transitioned to the role of Chief Operating Officer effective March 3, 2025. (9)Ms. Simmons served as our Division President, Corporate Clubs during 2024 and transitioned to the role of Chief Strategy Officer effective March 3, 2025. (10)Gov. Benson began serving as an executive officer in September 2023 and ceased to serve as an employee and as Interim Chief Executive Officer effective as of June 10, 2024. The amounts for Gov. Benson reflect the salary payments received for his service as Interim Chief Executive Officer for the applicable portions of 2023 and 2024 he served in such role, and the restricted stock unit grants and cash retainers received for his service as a director on the Board for the applicable portions of 2023 and 2024 he served as a non-employee director on the Board. See “Director Compensation” for a description of our non-employee director compensation program. (11)Mr. Fitzgerald ceased serving as our principal financial officer effective as of November 15, 2024 and remained an employee of the Company through December 31, 2024. Effective as of January 1, 2025, Mr. Fitzgerald transitioned to a consulting role with us through March 31, 2025.

  91. Summary Compensation Table

    | | All Other Compensation | | | | | | | | Name | 401(K) Company Match Contributions ($)(1) | Tax Equalization Payments ($)(2) | Payment of Accrued Vacation Time ($)(3) | Payment of Relocation & Temporary Housing Expenses ($)(4) | Director Fees ($)(5) | Other ($)(6) | Total ($) | | Colleen Keating | — | 17,933 | — | — | — | 35,000 | 52,933 | | Jay Stasz | — | 1,753 | — | 16,593 | — | — | 18,346 | | Bill Bode | 13,800 | — | — | — | — | — | 13,800 | | Jennifer Simmons | 8,162 | 32,188 | — | 100,000 | — | — | 140,350 | | Craig Benson | — | 12,247 | 11,106 | — | 38,889 | — | 62,242 | | Thomas Fitzgerald | 13,800 | — | — | — | — | — | 13,800 |

  92. 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)For Ms. Keating, represents a tax gross-up on the reimbursement of her legal fees incurred in connection with negotiation of her employment arrangements with the Company. Mr. Stasz, represents a tax gross-up on his relocation payment amount. For Ms. Simmons, represents a tax gross-up on her relocation payment amount. For Gov. Benson, represents certain tax equalization payments made to him to offset self-employment and other additional taxes incurred with respect to 2024 compensation as a result of his treatment as a partner rather than an employee for U.S. tax purposes. (3)Represents the payment of accrued but unused vacation time to Gov. Benson in connection with his resignation of employment as Interim Chief Executive Officer. (4)Represents a relocation payment amount for Ms. Simmons in connection with her relocation to the Hampton, New Hampshire area in connection with her responsibilities as Division President, Corporate Clubs and reimbursement of relocation expenses as well as temporary housing assistance for Mr. Stasz in connection with his relocation to the Hampton, New Hampshire area in connection with his commencement of employment. (5)Represents cash retainers paid to Gov. Benson for his service as a director on the Board after his resignation as our Interim Chief Executive Officer in June 2024. (6)Represents the reimbursement of legal expenses Ms. Keating incurred in connection with negotiation of her employment arrangements with the Company.

  93. Summary Compensation Table

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  94. 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 2024 fiscal year.

  95. 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) | | | | Colleen Keating | 6/10/2024 | 375,000 | 1,500,000 | 3,000,000 | | | | | | | | 6/10/2024 | | | | 14,690 | 29,381 | 58,762 | | 2,092,809 | | | 6/10/2024 | | | | | | | 29,381 | 2,092,809 | | | 6/10/2024 | | | | | | | 73,453(6) | 5,232,057 | | Jay Stasz | 11/4/2024 | | | | 1,584 | 3,168 | 6,336 | | 249,987 | | | 11/4/2024 | | | | | | | 3,168 | 249,987 | | Bill Bode | 3/15/2024 | 108,364 | 433,457 | 866,914 | | | | | | | | 3/15/2024 | | | | 2,536 | 5,072 | 10,144 | | 307,414 | | | 3/15/2024 | | | | | | | 5,072 | 307,414 | | Jennifer Simmons | 3/15/2024 | 82,500 | 330,000 | 660,000 | | | | | | | | 3/15/2024 | | | | 2,177 | 4,355 | 8,710 | | 263,957 | | | 3/15/2024 | | | | | | | 4,355 | 263,957 | | Craig Benson(7) | 6/10/2024 | | | | | | | 1,433 | 102,073 | | Thomas Fitzgerald(8) | 3/15/2024 | 105,938 | 423,750 | 847,500 | | | | | |

  96. 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 Mr. Stasz and Gov. Benson, was eligible to receive a target annual bonus equal to a percentage of her or his annual base salary for 2024. (2)Under the 2024 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 200% 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 2024. The performance share units have a three-year performance period ending December 31, 2026 and vest in full, if at all, on the third anniversary of the grant date (or March 15, 2027 for Mr. Stasz) 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. For a detailed description of the vesting terms, see “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Annual long-term incentive awards” and “—Other 2024 cash and equity awards”. (4)Represents restricted stock units granted to our named executive officers in 2024. The restricted stock units granted to Gov. Benson were granted in respect of his service as a non-employee director on the Board and vest in full on April 30, 2025, 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 (except as noted for Ms. Keating in footnote (6) below), in equal annual 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—Annual long-term incentive awards” and “—Other 2024 cash and equity awards”.

  97. Grants of Plan-Based Awards Table

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  98. Grants of Plan-Based Awards Table

    (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 2024 determined in accordance with FASB ASC Topic 718. 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. See footnote (2) to the “Summary Compensation Table.” (6)Represents restricted stock units granted to Ms. Keating as a make-whole equity award. These restricted stock units vest over two years, in equal annual installments beginning on the first anniversary of the grant date, generally subject to Ms. Keating’s continued employment through the applicable vesting date. See “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Other 2024 cash and equity awards”. (7)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 2024. (8)Mr. Fitzgerald did not receive any equity awards for his service as an employee in 2024.

  99. 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

  100. Outstanding Equity Awards at 2024 Year-End

    Outstanding Equity Awards at 2024 Year-End The following table shows the outstanding equity awards held by our named executive officers as of December 31, 2024.

  101. Outstanding Equity Awards at 2024 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) | Equity Incentive Plan Awards: Number of Shares or Units of Stock That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Colleen Keating | 6/10/2024 | | | | | 73,453(4) | 7,262,298 | | | | | 6/10/2024 | | | | | 29,381(5) | 2,904,899 | | | | | 6/10/2024 | | | | | | | 58,762(6) | 5,809,799 | | Jay Stasz | 11/4/2024 | | | | | 3,168(5) | 313,220 | | | | | 11/4/2024 | | | | | | | 6,336(6) | 626,440 | | Bill Bode | 10/11/2016 | 9,863 | — | 19.81 | 10/11/2026 | | | | | | | 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 | 2,241 | — | 64.35 | 3/6/2030 | | | | | | | 3/19/2021 | 5,220 | 1,741 | 78.35 | 3/19/2031 | | | | | | | 3/15/2022 | 1,456 | 1,457 | 83.04 | 3/15/2032 | | | | | | | 3/19/2021 | | | | | 757(7) | 74,845 | | | | | 3/15/2022 | | | | | 743(7) | 73,460 | | | | | 3/15/2023 | | | | | 1,903(5) | 188,150 | | | | | 12/4/2023 | | | | | 4,640(4) | 458,757 | | | | | 3/15/2024 | | | | | 5,072(5) | 501,469 | | | | | 3/15/2022 | | | | | 1,271(6) | 125,664 | | | | | 3/15/2023 | | | | | 2,916(6) | 288,305 | | | | | 3/15/2024 | | | | | | | 10,144(6) | 1,002,937 |

  102. Outstanding Equity Awards at 2024 Year-End

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  103. Outstanding Equity Awards at 2024 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) | Equity Incentive Plan Awards: Number of Shares or Units of Stock That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Jennifer Simmons | 3/19/2021 | — | 786 | 78.35 | 3/19/2031 | | | | | | | 3/15/2022 | — | 945 | 83.04 | 3/15/2032 | | | | | | | 3/19/2021 | | | | | 333(7) | 32,924 | | | | | 3/15/2022 | | | | | 482(7) | 47,655 | | | | | 3/15/2023 | | | | | 1,770(5) | 175,000 | | | | | 12/4/2023 | | | | | 4,317(4) | 426,822 | | | | | 3/15/2024 | | | | | 4,355(5) | 430,579 | | | | | 3/15/2022 | | | | | 824(6) | 81,469 | | | | | 3/15/2023 | | | | | 2,712(6) | 268,135 | | | | | 3/15/2024 | | | | | | | 8,710(6) | 861,158 | | Thomas Fitzgerald | 3/19/2021 | — | 2,424 | 78.35 | 3/19/2031 | | | | | | | 3/15/2022 | — | 3,277 | 83.04 | 3/15/2032 | | | | | | | 3/19/2021 | | | | | 1,049(7) | 103,715 | | | | | 3/15/2022 | | | | | 1,671(7) | 165,212 | | | | | 3/15/2023 | | | | | 4,250(5) | 420,198 | | | | | 3/15/2022 | | | | | 2,859(6) | 282,669 | | | | | 3/15/2023 | | | | | 6,515(6) | 644,138 | | | | Craig Benson | 6/10/2024 | | | | | 1,433(8) | 141,681 | | |

  104. Outstanding Equity Awards at 2024 Year-End

    (1)Stock options are subject to time-based vesting and vest over four years, in equal annual 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 $98.87 per share of our Class A common stock as of December 31, 2024, the last trading day of 2024, as reported on the NYSE. (4)Represents restricted stock units that are subject to time-based vesting and vest over two years, in equal annual 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 of the 2024 restricted stock units, see “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Annual long-term incentive awards” and “—Other 2024 cash and equity awards”. (5)Represents restricted stock units that are subject to time-based vesting and vest over three years, in equal annual 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 of the 2024 restricted stock units, see “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Annual long-term incentive awards” and “—Other 2024 cash and equity awards”.

  105. Outstanding Equity Awards at 2024 Year-End

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  106. Outstanding Equity Awards at 2024 Year-End

    (6)Represents performance share units granted in 2022, 2023 and 2024, as applicable. Performance share units granted in 2022 and 2023 have a one-year performance period ending on December 31, 2022 and December 31, 2023, respectively, and vest in full 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 in the table for the awards granted in 2022 and 2023 is the number of units that were earned based on performance (85.6% of target for 2022 and 102.2% of target for 2023). Performance share units granted in 2024 have a three-year performance period ending on December 31, 2026 and vest in full, if at all, on the third anniversary of the grant date (or March 15, 2027 for Mr. Stasz) subject to achievement of pre-established performance metrics and generally subject to the named executive officer’s continued employment through the vesting date. Under applicable SEC rules, the number of performance share units reported in the table for the awards granted in 2024 is calculated assuming that maximum performance is achieved for future years and that 200% of the target award will be earned. For a detailed description of the vesting terms of the 2024 performance share units, see “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Annual long-term incentive awards” and “—Other 2024 cash and equity awards”. (7)Represents restricted stock units that are subject to time-based vesting and vest over four years, in equal annual 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. (8)Represents restricted stock units granted to Gov. Benson in respect of his service as a non-employee director following his cessation of employment as Interim Chief Executive Officer that are subject to time-based vesting and vest on April 30, 2025, generally subject to Gov. Benson’s continued service as a director on the Board through the vesting date.

  107. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows information regarding the options exercised and vesting of stock awards held by our named executive officers during our 2024 fiscal year.

  108. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($)(1) | Number of shares realized on vesting (#) | Value realized on vesting ($)(2) | | Colleen Keating | — | — | — | — | | Jay Stasz | — | — | — | — | | Bill Bode | — | — | 6,915 | 597,098 | | Jennifer Simmons | 8,155 | 294,786 | 5,936 | 526,799 | | Craig Benson(3) | — | — | 1,383 | 81,127 | | Thomas Fitzgerald | 16,848 | 284,214 | 4,509 | 274,937 |

  109. Option Exercises and Stock Vested

    (1)For stock options, the value realized represents the difference between the price of our Class A common stock at the time of exercise and the exercise price of the stock option multiplied by the number of options exercised. (2)Reflects the value of restricted stock units that vested in 2024, based on the closing price of our Class A common stock as reported on the NYSE on the vesting date. (3)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.

  110. 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 2024 fiscal year or prior years.

  111. Pension Benefits and Nonqualified Deferred Compensation

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  112. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  113. 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.

  114. 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) ($)(8) | | | Keating | Benson | Rondeau | Keating | Benson | Rondeau | | | Total Stockholder Return ($)(5) | Peer Group Total Stockholder Return ($)(6) | | | | 2024 | 10,980,272 | 284,507 | — | 14,730,499 | 324,115 | — | 1,193,539 | 1,703,606 | 132.39 | 125.31 | 174,243 | 487,710 | | 2023 | — | 232,774 | 5,691,513 | — | 218,733 | (5,287,218) | 2,124,369 | 1,671,381 | 97.75 | 98.62 | 147,035 | 435,376 | | 2022 | — | — | 5,644,947 | — | — | 3,968,988 | 1,073,495 | 338,939 | 105.52 | 83.90 | 110,456 | 365,834 | | 2021 | — | — | 9,272,049 | — | — | 11,946,934 | 2,079,985 | 2,429,979 | 121.29 | 110.75 | 46,122 | 222,310 | | 2020 | — | — | 3,717,285 | — | — | 905,478 | 968,084 | 709,662 | 103.95 | 89.54 | (15,204) | 118,841 |

  115. Pay Versus Performance

    (1)Represents the total from the Summary Compensation Table for Mr. Rondeau for the years 2020-2023, for Gov. Benson for the years 2023-2024 and for Ms. Keating for 2024. 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 until June 10, 2024. Ms. Keating served as our PEO from June 10, 2024 through December 31, 2024. 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 to Gov. Benson for the years 2023-2024, and to Ms. Keating for 2024, 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 2024: Messrs. Stasz, Bode and Fitzgerald, and Ms. Simmons; 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 2024, 2023, 2022, 2021 or 2020. (6)Represents the 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. 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.

  116. Pay Versus Performance

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  117. Pay Versus Performance

    (7)Represents net income (loss) disclosed in our Annual Report on Form 10-K for the years ended December 31, 2024, 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 D. 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 her or him for the relevant year:

  118. Relationship between Compensation Actually Paid and Performance Measures

    Relationship between Compensation Actually Paid and Performance Measures The following chart sets forth the relationship between compensation actually paid to our PEO, the average of compensation actually paid to our Non-PEO NEOs, and our net income (loss) during the five most recently completed fiscal years:

  119. Relationship between Compensation Actually Paid and Performance Measures

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  120. Relationship between Compensation Actually Paid and Performance Measures

    The following chart sets forth the relationship between compensation actually paid to our PEO, the average of compensation actually paid to our Non-PEO NEOs, and our Adjusted EBITDA during the five most recently completed fiscal years: (1)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 D. The cumulative total return of the Company’s Class A common stock at the end of fiscal year 2024 as compared to the end of fiscal year 2019 was $132.39 as compared to $125.31 for the peer group presented for this purpose (the PEJ). The amount of compensation actually paid to our PEO and the average amount of compensation actually paid to the Non-PEO NEOs is generally aligned with the Company’s cumulative total stockholder return over the five years presented in the table. Compensation actually paid is significantly impacted by changes in our stock price due to the fact that long-term equity incentive awards generally comprise a substantial portion of our named executive officers’ compensation and compensation actually paid includes the change in fair value for all equity awards that were outstanding and unvested at year-end or awards that vested during the year.

  121. Relationship between Compensation Actually Paid and Performance Measures

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  122. Relationship between Compensation Actually Paid and Performance Measures

    The following chart compares compensation actually paid to (i) the cumulative total return on $100 invested as of the end of fiscal year 2019 in the Company’s Class A common stock and (ii) the weighted cumulative total return on $100 invested as of the end of fiscal year 2019 for the PEJ, in each case, for the five most recently completed fiscal years:

  123. 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 Chief Executive Officer) and the annual total compensation of our 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, 2024. 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-club employees, other than our Chief Executive Officer. We annualized the compensation of those full-time and part-time employees that were not employed for the full year of 2024. We also annualized the total compensation of our Chief Executive Officer, whose employment began in June 2024, as described in more detail below. As of December 31, 2024, we had 140 non-U.S. employees, accounting for less than 5% of our total employees, all of whom were located in Canada and Spain. 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 140 employees located in Canada and Spain. We did not use any other permitted exclusions or adjustments under the rules. As of December 31, 2024, we had a total of 4,172 employees, excluding our Chief Executive Officer, 4,032 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 $19,936. For 2024, the total compensation for our Chief Executive Officer was $10,980,272, as identified in the Summary Compensation Table above. Since Ms. Keating was appointed as our Chief Executive Officer effective June 10, 2024, we annualized her base salary and added the disclosed values of her Stock Awards, Non-Equity Incentive Plan Compensation, and All Other Compensation to arrive at a value of $11,461,041 for purposes of the total compensation amount used for this pay ratio disclosure. The resulting ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees (other than the Chief Executive Officer) is estimated to be approximately 575:1. 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.

  124. Pay Ratio Disclosure Rule

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  125. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth information concerning the compensation of our non-employee directors for their service during 2024. Gov. Benson was not eligible to receive compensation for his service as a director during the period in which he served as the Company’s Interim Chief Executive Officer. The compensation received by Gov. Benson for his service as a director following his cessation of employment as Interim Chief Executive Officer in June 2024 is included in the Summary Compensation Table above.

  126. DIRECTOR COMPENSATION

    | Name | Fees Earned or paid in cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Stephen Spinelli, Jr. | 142,500 | 114,953 | 257,453 | | Frances Rathke | 95,000 | 114,953 | 209,953 | | Cammie Dunaway | 95,000 | 114,953 | 209,953 | | Enshalla Anderson | 90,000 | 114,953 | 204,953 | | Christopher Tanco | 92,500 | 114,953 | 207,453 | | Bernard Acoca | 82,500 | 114,953 | 197,453 | | Christopher Rondeau(3) | — | — | — |

  127. DIRECTOR COMPENSATION

    (1)Each director, except Mr. Acoca, elected to receive shares of Class A common stock in lieu of her or his respective annual cash retainer in 2024. (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 2024, determined in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures, based on the fair market value of a share of Class A common stock on the date of grant. The underlying valuation assumptions are discussed in Note 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. As of December 31, 2024, each of Dr. Spinelli, Ms. Rathke, Ms. Dunaway, Ms. Anderson, Mr. Tanco, and Mr. Acoca held 1,921 unvested restricted stock units and Mr. Rondeau held no unvested restricted stock units. (3)Mr. Rondeau resigned from the Board on February 15, 2024 and did not receive any compensation with respect to his service as a director in 2024 under our Non-Employee Director Compensation Policy.

  128. DIRECTOR COMPENSATION

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  129. DIRECTOR COMPENSATION

    | DIRECTOR COMPENSATION |

  130. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program Pursuant to our non-employee director compensation program as in effect for 2024, each non-employee member of our Board was 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, as in effect for 2024, eligible directors received 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 received 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 2024, each director, other than Gov. Benson and Mr. Acoca, made such an election. On February 19, 2025, the Board, upon recommendation of the compensation committee and after the compensation committee’s consultation with Meridian, approved updates to our non-employee director compensation program, to become effective as of April 1, 2025, in order to better align our program with those of our peer companies used for compensation setting purposes. Pursuant to the updated non-employee director compensation program, each non-employee member of our Board will be 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 $145,000. The annual grant of restricted stock units vests in full on the earlier of the first anniversary of the grant date or the next annual meeting of stockholders, subject to the director’s continued service as a member of our Board through the applicable vesting date. The annual grant of restricted stock units is prorated for directors whose appointment or election is effective at a time other than the Company’s annual meeting of stockholders. Under this program, eligible directors will receive the following additional cash retainers on an annual basis for service as the Board chair—$125,000 (in the form of 50% cash and 50% restricted stock units); audit committee chair—$30,000; compensation committee chair—$25,000; and nominating and corporate governance committee chair—$20,000. Eligible directors will 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. 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, 2024, each of our non-employee directors had achieved their minimum holding requirements.

  131. Non-Employee Director Compensation Program

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