Table of Contents
| ☐ | Preliminary Proxy Statement | |
| ☐ |
Confidential, For Use of the Commission only (as permitted by Rule
14a-6(e)(2))
|
|
| ☒ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☐ |
Soliciting Material Pursuant to
§240.14a-2
|
|
| ☒ | No fee required. | |
| ☐ | Fee paid previously with preliminary materials. | |
| ☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1)
and
0-11.
|
|
Table of Contents
400 Continental Blvd., Suite 400
El Segundo, California 90245
LETTER TO STOCKHOLDERS
April 23, 2025
Dear Stockholder:
You are cordially invited to attend this year’s annual meeting of stockholders of The Beachbody Company, Inc. on Wednesday, June 4, 2025, at 8:30 a.m. Pacific Time. The annual meeting will be a completely “virtual” meeting. You will be able to attend the annual meeting, as well as vote and submit your questions during the live webcast of the meeting, by visiting www.proxydocs.com/BODI and following the registration instructions. Upon entry of your control number and other required information, you will receive further instructions via email, that provides you access to the annual meeting and to vote and submit questions during the annual meeting. Details regarding admission to the annual meeting and the business to be conducted at the annual meeting are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.
Whether or not you plan to attend the annual meeting, your vote is very important and we encourage you to vote promptly. You may vote by either marking, signing and returning the enclosed proxy card or using telephone or internet voting. For specific instructions on voting, please refer to the instructions on your enclosed proxy card. If you attend the annual meeting, you will have the right to revoke the proxy and vote your shares virtually at the meeting. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from your brokerage firm, bank or other nominee to vote your shares.
|
Sincerely yours, |
| /s/ Carl Daikeler |
|
CARL DAIKELER |
|
CHIEF EXECUTIVE OFFICER |
Table of Contents
THE BEACHBODY COMPANY, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 4, 2025
| When | Wednesday, June 4, 2025, at 8:30 a.m. PDT | How to Vote in Advance | ||||
| Where | Virtually at www.proxydocs.com/BODI | By Mail | Complete, sign, date and return your proxy card or voting instruction form in the postage-paid envelope provided | |||
| Proposal 1 | Election of nine nominees named in the proxy statement to serve on the Board of Directors. The Board of Directors recommends a vote “ FOR ” each nominee. | By Internet | You can vote your shares online at www.proxydocs.com/BODI | |||
| Proposal 2 | Ratification of the appointment of Deloitte Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025. The Board of Directors recommends a vote “ FOR .” | By Phone | You can vote your shares by calling 866-750-0049 | |||
| Proposal 3 | Advisory approval of the Company’s executive compensation. The Board of Directors recommends a vote “ FOR .” | |||||
| Any other business which may properly come before the annual meeting or any adjournment or postponement. In addition to the business to be transacted as described above, management will speak on our developments of the past year and respond to questions of general interest to stockholders. | Your vote is important. Please vote as soon as possible by one of the methods shown above. Be sure to have your proxy card, voting instruction form or notice of Internet availability in hand and follow the below instructions: | |||||
| Who Can Vote | Only owners of record of the Company’s issued and outstanding Common Stock as of the close of business on April 4, 2025. Each share of the Company’s Class A Common Stock is entitled to one vote. Each share of the Company’s Class X Common Stock is entitled to ten votes. | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 4, 2025 | ||||
| Date of Mailing | We intend to mail a Notice of Internet Availability of Proxy Materials on or about April 23, 2025. | |||||
Table of Contents
In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), we have elected to furnish our proxy materials to stockholders by providing access to the materials on the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (the Internet Availability Notice) has been mailed to the majority of our stockholders, while other stockholders have instead received paper copies of the documents accessible on the Internet. It is important that your shares be represented and voted whether or not you plan to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”). If you are the registered holder of your shares and are viewing the proxy statement on the Internet, you may grant your proxy electronically via the Internet by following the instructions on the Internet Availability Notice previously mailed to you and the instructions listed on the Internet site. If you are receiving a paper copy of the proxy statement, you may vote by completing and mailing the proxy card enclosed with the proxy statement, or you may grant your proxy electronically via the Internet or by telephone by following the instructions on the proxy card. If your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should review the Notice of Internet Availability of Proxy Materials used by that firm to determine whether and how you will be able to submit your proxy by telephone or over the Internet. Submitting a proxy over the Internet, by telephone or by mailing a proxy card will ensure your shares are represented at the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for examination by stockholders of record at www.proxydocs.com/BODI during the Annual Meeting.
THE BEACHBODY COMPANY, INC.
BY ORDER OF THE BOARD OF DIRECTORS
| /s/ Mark Goldston |
|
MARK GOLDSTON |
|
EXECUTIVE CHAIRMAN |
|
El Segundo, California |
|
Dated: April 23, 2025 |
Table of Contents
TABLE OF CONTENTS
i
Table of Contents
THE BEACHBODY COMPANY, INC.
400 Continental Blvd., Suite 400
El Segundo, California 90245
PROXY STATEMENT SUMMARY
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of The Beachbody Company, Inc., a Delaware corporation (the “Company” or “BODi”), for use at the Annual Meeting. This Proxy Statement and related materials are first being mailed to stockholders on or about April 23, 2025. References in this Proxy Statement to “we,” “us,” “our,” “BODI,” or the “Company” refer to The Beachbody Company, Inc. and its consolidated subsidiaries, and references to the “Annual Meeting” are to the 2025 annual meeting of stockholders. When we refer to the Company’s fiscal year, we mean the annual period ended on December 31, 2024. This Proxy Statement covers our 2024 fiscal year, which was from January 1, 2024 through December 31, 2024, or fiscal 2024.
This summary highlights information contained elsewhere in this Proxy Statement and does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting.
Our Annual Meeting
| Date and Time | June 4, 2025 at 8:30 a.m. PDT | Place | Virtually at www/proxydocs.com/BODI | |||
| Record Date | April 4, 2025 | Who Can Vote | Only owners of record of the Company’s issued and outstanding Common Stock as of the close of business on April 4, 2025. Each share of Class A Common Stock is entitled to one vote. Each share of Class X Common Stock is entitled to ten votes. | |||
|
Number of Shares Outstanding as of Record Date |
4,270,071 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”) and 2,729,003 shares of the Company’s Class X common stock, $0.0001 per share (“Class X Common Stock” and, together with Class A Common Stock, “Common Stock”) | |||||
At the Annual Meeting, the stockholders of the Company will be asked to vote on the three proposals below. Your vote is very important . Accordingly, whether or not you plan to attend the Annual Meeting, you should vote by using one of the methods described in these proxy materials. You may vote your shares at the Annual Meeting by voting via the Internet or by telephone as described in these proxy materials or by having your shares represented at the Annual Meeting by a valid proxy. If your shares are not registered directly in your name (e.g., you hold your shares in a stock brokerage account or through a bank or other holder of record), you may vote by following the instructions detailed on the notice or voting instruction form you receive from your broker or other nominee. Stockholders may submit questions by following the instructions available on the website for the
1
Table of Contents
Annual Meeting. A list of all stockholders entitled to vote at the Annual Meeting will be available for inspection at our principal executive offices.
| Item | Proposals | Board Vote Recommendations | Page # | |||||
| 1 | Election of nine directors. | ✓ | FOR each director nominee | 5 | ||||
| 2 | Ratification of the appointment of Deloitte Touche LLP as the independent registered public accounting firm of the Company for 2025. | ✓ | FOR | 17 | ||||
| 3 | Advisory approval of the Company’s executive compensation. | ✓ | FOR | 42 | ||||
Any stockholder who executes and delivers a proxy has the right to revoke it at any time before it is exercised by delivering to the Corporate Secretary of the Company an instrument revoking it or a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting. Subject to revocation, the proxy holders will vote all shares represented by a properly executed proxy received in time for the Annual Meeting in accordance with the instructions on the proxy. If no instruction is specified with respect to a matter to be acted upon, the shares represented by the proxy will be voted in accordance with the recommendation of the Board.
The expenses of preparing, assembling, printing and mailing the Internet Availability Notice, this Proxy Statement and the materials used in the solicitation of proxies will be borne by the Company. Proxies will be solicited through the Internet and the mail and may be solicited by our officers, directors and employees in person or by telephone, email or facsimile. They will not receive additional compensation for this effort. We do not anticipate paying any compensation to any other party for the solicitation of proxies, but may reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to beneficial owners. The Company may retain the services of a proxy solicitation firm if, in the Board’s view, it is deemed necessary or advisable. Although the Company does not currently expect to retain such a firm, it estimates that the fees of such firm could be up to $20,000, plus out-of-pocket expenses, all of which would be paid by the Company.
Quorum Requirements
In order to constitute a quorum for the conduct of business at the Annual Meeting, the holders of a majority in voting power of Common Stock entitled to vote at the Annual Meeting must be present at the meeting or represented by proxy. Shares represented by proxies that reflect abstentions or broker non-votes will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum.
Required Vote
Each share of our Class A Common Stock outstanding on the record date is entitled to one vote on each of the nine director nominees and one vote on each other matter. Each share of our Class X Common Stock outstanding on the record date is entitled to ten votes on each of the nine director nominees and ten votes on each other matter.
For Proposal 1, the election of directors, the nominees to serve as directors will be elected by a plurality of the votes cast by the stockholders entitled to vote at the election (meaning that the nine director nominees who receive the highest number of shares voted “for” their election are elected). You may vote “For” or “Withhold” with respect to each director nominee. Votes that are withheld will be excluded entirely from the vote with respect to the nominee from which they are withheld and will have no effect on the election of directors.
For Proposal 2 and Proposal 3, approval of each proposal requires the affirmative vote of at least a majority of the votes cast (meaning the number of shares voted “for” a proposal must exceed the number of shares voted “against” such proposal). You may vote “For,” “Against” or “Abstain” from voting on each of these proposals.
2
Table of Contents
Any shares of Common Stock that are not voted (whether by abstention or otherwise) will have no impact on the outcome of the vote with respect to these proposals. For Proposal 3, because your vote is advisory, it will not be binding on the Company, the Board or the Compensation Committee. However, the Board and the Compensation Committee will consider the outcome of the vote when making future decisions regarding the compensation of our named executive officers.
Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. Broker non-votes, if any, will have no effect on Proposal 1 regarding the election of directors. For Proposal 3, broker non-votes, if any, will not be counted in determining the number of votes cast and will have no effect on the approval of the proposal. Proposal 2 is a routine matter and no broker non-votes are expected to exist in connection with this proposal. If your shares are held in an account at a bank or brokerage firm, that bank or brokerage firm may vote your shares of Common Stock on Proposal 2, but will not be permitted to vote your shares of common stock with respect to Proposal 1 or Proposal 3, unless you provide instructions as to how your shares should be voted. However, we also understand that certain brokerage firms have elected not to vote even on “routine” matters without your voting instructions. If your broker or other nominee has made this decision and you do not provide voting instructions, your vote will not be cast and will have no effect on the vote of the four proposals at this Annual Meeting. Accordingly, we urge you to direct your broker or other nominee how to vote by returning your voting materials as instructed or by obtaining a proxy from your broker or other nominee in order to vote your shares in person at the special meeting.
If an executed proxy card is returned by a bank or broker holding shares which indicates that the bank or broker has not received voting instructions and does not have discretionary authority to vote on the proposals, the shares will not be considered to have been voted in favor of the proposals. Your bank or broker will vote your shares on Proposal 1or Proposal 3 only if you provide instructions on how to vote by following the instructions they provide to you. Accordingly, we encourage you to vote promptly, even if you plan to attend the virtual Annual Meeting.
Additional Information Regarding the Internet Availability of Our Proxy Materials
We are pleased to take advantage of SEC rules that allow companies to furnish their proxy materials over the Internet. Accordingly, we sent to the majority of our stockholders an Internet Availability Notice regarding the Internet availability of the proxy materials for this year’s Annual Meeting. Other stockholders were instead sent paper copies of the proxy materials accessible on the Internet. Instructions on how to access the proxy materials over the Internet or to request a paper copy can be found in the Internet Availability Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis by going to www.investorelections.com/BODI and following the instructions or calling 1-866-648-8133. A stockholder’s election to receive proxy materials by mail or e-mail will remain in effect until the stockholder terminates or changes such election.
Please note that you cannot vote your shares by filling out and returning the Internet Availability Notice. The Internet Availability Notice does, however, include instructions on how to vote your shares.
If your shares are registered directly in your name with our transfer agent, you are considered, with respect to those shares, the “stockholder of record.” In that case, either the Internet Availability Notice or the Notice of Annual Meeting, this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 have each been sent directly to you.
If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in street name. In such case, either a notice similar to the Internet Availability Notice or the Notice of Annual Meeting, this Proxy Statement and our Annual Report on Form 10-K for the
3
Table of Contents
fiscal year ended December 31, 2024 should have been provided (or otherwise made available) to you by your broker, bank or other holder of record who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting.
4
Table of Contents
PROPOSAL 1: ELECTION OF NINE DIRECTORS
| ✓ |
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE DIRECTOR NOMINEES LISTED BELOW. |
General
Our Second Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) provides that directors shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the year following the year of their election. Each director shall hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification or removal in accordance with our Certificate of Incorporation. At this Annual Meeting, our stockholders will have an opportunity to vote for nine director nominees. The Board has nominated Mmes. Conlin, Frank and Lundy and Messrs. Daikeler, Goldston, Heller, Mayer, Salter and Van de Bunt as directors with a term that would expire at the 2026 annual meeting of stockholders.
Mmes. Conlin, Frank and Lundy and Messrs. Daikeler, Goldston, Heller, Mayer, Salter and Van de Bunt currently serve as members of our Board of Directors and have agreed to serve if elected. In the event the nominees named herein are unable to serve or decline to serve at the time of the Annual Meeting, the persons named in the enclosed proxy will exercise discretionary authority to vote for substitutes. Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the nominees.
Required Vote
Directors shall be elected by a plurality of the votes cast (meaning that the nine director nominees who receive the highest number of shares voted “for” their election are elected). “Withhold” votes and broker non-votes are not considered votes cast for the foregoing purpose, and will have no effect on the election of the nominees.
Recommendation of the Board of Directors
The Board unanimously recommends that the stockholders vote FOR the election of the director nominees, Mary Conlin, Carl Daikeler, Kristin Frank, Mark Goldston, Michael Heller, Ann Lundy, Kevin Mayer, John Salter and Ben Van de Bunt. Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the election of all the director nominees.
|
Election of nine directors |
✓ |
OUR BOARD RECOMMENDS YOU VOTE “FOR” EACH DIRECTOR NOMINEE
|
| Committee Membership | ||||||||||||||||||||||||||||||
| Name | Age |
Director
Since |
Board of
Directors |
Audit | Compensation |
Nominating
and Corporate Governance |
||||||||||||||||||||||||
|
Mary Conlin |
60 | 2021 | ✓ | ✓ | ✓ | |||||||||||||||||||||||||
|
Carl Daikeler |
61 | 1998 | ✓ | |||||||||||||||||||||||||||
|
Kristin Frank |
59 | 2021 | ✓ | ✓ | ✓ | |||||||||||||||||||||||||
|
Mark Goldston |
70 | 2023 | ✓ | |||||||||||||||||||||||||||
|
Michael Heller |
60 | 2012 | ✓ | ✓ | ||||||||||||||||||||||||||
|
Ann Lundy |
55 | 2023 | ✓ | ✓ | ||||||||||||||||||||||||||
|
Kevin Mayer |
62 | 2021 | ✓ | ✓ | ||||||||||||||||||||||||||
|
John Salter |
47 | 2018 | ✓ | ✓ | ||||||||||||||||||||||||||
|
Ben Van de Bunt |
63 | 2019 | ✓ | ✓ | ✓ | |||||||||||||||||||||||||
5
Table of Contents
Information About Our Director Nominees
The following table and biographical information sets forth certain information of the director nominees. Such information is current as of April 23, 2025. The information presented below for each director includes the specific experience, qualifications, attributes and skills that led us to the conclusion that such director should be nominated to serve on our Board of Directors in light of our business.
| Name | Age | Position | Director Since | |||||||||
|
Carl Daikeler |
61 |
Co-Founder, Chief Executive Officer and Director |
1998 | |||||||||
|
Mark Goldston |
70 |
Executive Chairman |
2023 | |||||||||
|
Mary Conlin |
60 |
Director |
2021 | |||||||||
|
Kristin Frank |
59 |
Director |
2021 | |||||||||
|
Michael Heller |
60 |
Director |
2012 | |||||||||
|
Ann Lundy |
55 |
Director |
2023 | |||||||||
|
Kevin Mayer |
62 |
Director |
2021 | |||||||||
|
John Salter |
47 |
Director |
2018 | |||||||||
|
Ben Van de Bunt |
63 |
Director |
2019 | |||||||||
Carl Daikeler has served as our Chief Executive Officer and a member of our Board since he co-founded BODi in 1998, and as our Chairman from 1998 to June 2023. Prior to BODi, Mr. Daikeler worked at Guthy Renker, a multinational direct marketing company, assisting with new products for infomercials. He also runs the Beachbody Foundation, a non-profit organization contributing to a number of foundations such as the International Justice Mission, Hope Of The Valley, NAACP, The Lakota Tribe, Upward Bound House, Go Campaign, and Save A Warrior (SAW). Mr. Daikeler obtained a B.A. from Ithaca College. We believe Mr. Daikeler is qualified to serve on our Board due to his extensive business and leadership experience and, in particular, his experience leading BODi.
Mark Goldston has served as our Executive Chairman since June 2023. Mr. Goldston has served as the chairman, chief executive officer and founder of The Goldston Group, a venture capital and strategic advisory firm, since November 2013. Mr. Goldston has also served as general partner of Athletic Propulsion Labs, a luxury performance athletic footwear company, since March 2009 and as co-founder and general partner of Javergo Partners, LLC, a strategic advisory firm, since March 2020. Mr. Goldston has also served as a board member, strategic advisor and investor of TuneGO, a technology platform and interactive community for music artists, since March 2015. Prior to that, from March 1999 to November 2013 Mr. Goldston served as the chairman and chief executive officer of United Online, a former public Internet access company, and its predecessor company, NetZero. Mr. Goldston obtained a B.S. in business administration from The Ohio State University and an M.B.A. from the Northwestern University Kellogg School of Management. We believe Mr. Goldston is qualified to serve on our Board due to his extensive financial and leadership experience with public companies and fitness brands.
Mary Conlin has served as a member of our Board since June 2021. From 2001 to 2007 Ms. Conlin served as Director and Head of Marketing Corporate Communications for Pixar Animation Studios, a computer animation studio, which was acquired in 2006 by The Walt Disney Company, and has since retired. Prior to Pixar, from 1990 to 1996 and from 1998 to 1999 she served as Director of International Distribution and Director of Worldwide Promotions for the theatrical division at Warner Bros. Pictures, a multinational film production company. Ms. Conlin started her career in advertising at VMLYR, a global advertising company, formerly known as Young Rubicam. Since 2019 she has served on the board of directors for Daily Journal Corp, a public publishing and technology company. Ms. Conlin obtained a B.A. from Princeton University and an M.B.A. from Harvard University. We believe Ms. Conlin is qualified to serve on our Board due to her extensive leadership and marketing experience.
6
Table of Contents
Kristin Frank has served as a member of our Board since November 2021. Ms. Frank has served as Chief Executive Officer of AdPredictive, a customer intelligence platform, since March 2020 and before that as President from September 2018 to February 2020. She has also served on the board of directors of G/O Media Inc., an owner and operator of several digital media outlets, since June 2022, Brightcove, Inc., a leading global provider of cloud services for video, from May 2018 to February 2025, currently with Gaia, Inc., a global video streaming service and community, since October 2013 and Cornerstone Capital, an investment firm, from January 2019 to February 2022. Prior to AdPredictive, from 1995 to 2017 Ms. Frank served at Viacom, a former media conglomerate now operating as Paramount Global, in various capacities as a member of its executive and regional teams, serving most recently as the Chief Operating Officer of the division overseeing revenue, strategy, and operations for MTV. Ms. Frank also served as the Executive Vice President and Head of Digital for the Music and Entertainment Division, and before that as the Regional Vice President of Content Distribution and Marketing, the Chief Operating Officer of LOGO, and the General Manager of MTV and VH1 Digital Media. Ms. Frank obtained a B.B.A. in Finance from the University of Iowa. We believe Ms. Frank is qualified to serve on our Board due to her extensive leadership, board governance, and marketing experience.
Ann Lundy has served as a member of our Board since January 2023. Ms. Lundy has served as Senior Vice President, Corporate Finance and Internal Audit of Activision Blizzard, a subsidiary of Microsoft, since November 2021 and before that served as Vice President, Internal Audit from September 2019. Prior to Activision Blizzard, in 2019 Ms. Lundy was an executive consultant in finance, accounting and project management services and before that served as Senior Vice President and Chief Accounting Officer of MH Sub I, LLC (d/b/a Internet Brands), a company operating online media, community and e commerce sites, in 2018. Prior to that, from March 2003 to August 2018 Ms. Lundy served various leadership positions at Mattel, Inc., including as Senior Vice President Finance Strategy, Global Development and Product Supply. Ms. Lundy obtained a B.S. in Accounting from Oakland University and is licensed as an inactive certified public accountant in Michigan since October 1994. We believe Ms. Lundy is qualified to serve on our Board of Directors due to her extensive financial and public company experience.
Kevin Mayer has served as a member of our Board since June 2021. Mr. Mayer has served as Co-Chief Executive Officer and founder of Candle Media, a next generation media company, since January 2022, and as co-founder and managing partner of Smash Capital, a consumer venture capital firm, since January 2022. Before that in 2020 he served as chief executive officer of TikTok, a short form video hosting service, and as chief operating officer of its parent company ByteDance, an international internet technology company. From June 2005 to 2020 Mr. Mayer served in various leadership positions at The Walt Disney Company, a public multinational media conglomerate, most recently as its Chief Strategy Officer. Mr. Mayer has also served on the board of directors of Tinuiti, a performance marketing firm, since April 2021, The Forest Road Company, a specialty finance investment firm, since September 2020 and DAZN Group, a global sports media company, as chairman from February 2021 to March 2023. He also has served as an advisory board member of Salesforce, a global enterprise software firm, since April 2021. Mr. Mayer obtained a B.S. in mechanical engineering at the Massachusetts Institute of Technology, a M.S. in electrical engineering at San Diego State University and an M.B.A. from Harvard University. We believe Mr. Mayer is qualified to serve on our Board due to his extensive leadership and media industry experience.
Michael Heller has served as a member of our Board since November 2012. Mr. Heller has served since 1994 at Cozen O’Connor, an international law firm, holding various leadership positions, currently as the Executive Chairman and Chief Executive Officer. He has served as a member of the Board of Directors of Franklin Square Holdings, L.P., a business development company, and Hanover Fire and Casualty Co., a property and casualty insurance carrier. Mr. Heller also sits on several nonprofit boards, including Thomas Jefferson University Hospital, Villanova Law School, CEO’s vs Cancer, Greater Philadelphia Chamber of Commerce, Philadelphia Alliance for Capital and Technologies and the Jewish Federation of Greater Philadelphia. Mr. Heller obtained a B.A. from The Pennsylvania State University and a J.D. from Villanova University. We believe Mr. Heller is qualified to serve on our Board due to his extensive leadership and board governance experience.
7
Table of Contents
John Salter has served as a member of our Board since December 2018. Mr. Salter has served as co-founder and partner of The Raine Group, a global merchant bank, since June 2009. Prior to co-founding Raine, from July 2002 to May 2009 he served at UBS, a global investment bank, where he was the Global Head of Digital Media in the Technology, Media and Telecommunications Group. Prior to UBS, Mr. Salter worked in the Internet and New Media Group at Volpe, Brown, Whelan Co. Mr. Salter has served as a member of the board of directors of Playcast, Inc., a media distribution platform, since January 2024, Play Games 24x7, a leading Indian gaming company, since October 2019, Huuuge Games, a video game developer on mobile devices and PCs, since October 2017, Dribble Media, a platform for digital designers, since December 2021, Zumba Fitness, a fitness program provider, from February 2012 to December 2020, Cypher Games, a mobile gaming company, since August 2024, and as an observer for DraftKings, a leading digital sports entertainment and gaming company, since August 2014. Mr. Salter obtained a B.A. from Stanford University. We believe Mr. Salter is qualified to serve on our Board due to his extensive leadership, industry, and board governance experience.
Ben Van de Bunt has served as a member of our Board since March 2019. Since 2013 Mr. Van de Bunt has been an entrepreneur and co-owner of numerous companies including Silver Creek, Paramount Equity, LoanPal, FHR, Inspire Energy, Nestidd, Omni Energy, Good Finch and Rosewood Homes. Before that, Mr. Van de Bunt was Chief Executive Officer and President at Guthy Renker from 1993 through 2013. He previously served as a member of the board of directors of Houlihan Lokey, Solar City, Guthy Renker, Inspire Energy, GivePower and St. John’s Hospital. Mr. Van de Bunt obtained a B.A. from the University of California, Los Angeles, and a J.D. from Harvard Law School. We believe Mr. Van de Bunt is qualified to serve on our Board of Directors due to his extensive venture capital, leadership, and board governance experience.
8
Table of Contents
CORPORATE GOVERNANCE
We are committed to continually enhancing our strong corporate governance practices, which we believe helps us sustain our success and build long-term value for our stockholders. Our Board of Directors sets high standards for our employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board to serve as a prudent fiduciary for stockholders and to oversee the management of the Company’s business. Our governance structure enables independent, experienced and accomplished directors to provide advice, insight, guidance and oversight to advance the interests of the Company and our stockholders.
Director Independence
New York Stock Exchange (“NYSE”) listing standards require that a majority of our Board be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which, in the opinion of the Board, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board has considered information provided by the directors and management with regard to the business and personal activities, relationships and related party transactions of each director. Our Board has determined that Mmes. Conlin, Frank and Lundy and Messrs. Heller, Mayer and Van de Bunt are “independent directors” as defined in the NYSE listing standards and Mmes. Conlin, Frank and Lundy and Messrs. Mayer and Van de Bunt are “independent directors” as defined in the applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.
Background and experience of directors
Our nominating and corporate governance committee is responsible for reviewing with our Board, on an annual basis, the appropriate characteristics, skills and experience required for the Board of Directors as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the nominating and corporate governance committee, in recommending candidates for election, and the Board of Directors, in approving (and, in the case of vacancies, appointing) such candidates, will take into account many factors, including the following:
| • |
personal and professional integrity; |
| • |
ethics and values; |
| • |
experience in corporate management, such as serving as an officer or former officer of a publicly held company; |
| • |
experience in the industries in which we compete; |
| • |
experience as a board member or executive officer of another publicly held company; |
| • |
diversity of background and expertise and experience in substantive matters pertaining to our business relative to other board members; |
| • |
conflicts of interest; and |
| • |
practical and mature business judgment. |
Role of the board in risk oversight
Our Board has an active role, as a whole and also at the committee level, in overseeing the management of our risks. Our Board is responsible for general oversight of risks and regular review of information regarding our risks, including credit risks, liquidity risks, and operational risks. The compensation committee is responsible for overseeing the management of risks relating to our human capital and executive compensation plans and
9
Table of Contents
arrangements. The audit committee is responsible for overseeing the management of risks relating to accounting matters, financial reporting, and cybersecurity. The nominating and corporate governance committee is responsible for overseeing the management of risks associated with the independence of our Board and potential conflicts of interest. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed about such risks through discussions from committee members. We believe that our Board’s leadership structure supports effective risk management because it allows independent directors at the board level and on our committees to exercise oversight over management.
Compensation Committee Risk Assessment
Upon evaluation, the compensation committee has determined that the Company’s compensation practices and policies are not reasonably likely to have a material adverse effect on the Company. In making this determination, the compensation committee considered that none of the compensation policies and practices at any business unit carry a significant portion of the Company’s risk profile, has a significantly different compensation structure than other business units, or pays compensation expenses as a significant percentage of the business unit’s revenues.
Board Leadership Structure
The Board of Directors does not have a policy regarding the separation of the roles of the Chief Executive Officer and the Executive Chairman of the Board of Directors, as the Board of Directors believes it is in the best interests of the Company to make that determination based on the position and direction of the Company and the membership of the Board of Directors. The Board of Directors has determined that the Company’s current separation between the Chief Executive Officer and the Executive Chairman is the most appropriate leadership structure for BODi to clearly distinguish the functions of the Board and management. The separation of the Chief Executive Officer and the Executive Chairman allows our Chief Executive Officer to concentrate on operational and strategic issues while the Executive Chairman focuses on governance and Board leadership.
Attendance at Meetings
During the year ended December 31, 2024, our Board of Directors met nine times. Each member of the Board of Directors attended at least 75 percent of the meetings of our Board of Directors and the meetings of any of our board committees on which each member of the Board of Directors served that were held during the term of each such director. Our Board of Directors and each of the board committees also acted by way of various unanimous written consents during the year ended December 31, 2024. In addition, the compensation committee, the audit committee and the Board of Directors met, at times, without management present in executive session.
Although we do not have a formal policy regarding attendance by members of our Board of Directors at our Annual Meeting, we encourage our directors to attend. We anticipate that at least a majority of our Board of Directors will attend the Annual Meeting.
Board Committees
Our Board of Directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below. Our Board of Directors may also establish from time to time any other committees that it deems necessary or desirable. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors.
10
Table of Contents
The current composition of each board committee is set forth below.
| Director |
Audit
Committee |
Compensation
Committee |
Nominating
And Corporate Governance Committee |
|||
|
Carl Daikeler |
||||||
|
Mark Goldston* |
||||||
|
Mary Conlin |
✓ | ✓ | ||||
|
Kristin Frank |
✓ | ✓ | ||||
|
Michael Heller |
C | |||||
|
Ann Lundy |
C | |||||
|
Kevin Mayer |
✓ | |||||
|
John Salter |
✓ | |||||
|
Ben Van de Bunt |
C | ✓ | ||||
| * |
Executive Chairman of the Board |
| ✓ |
Member |
| C |
Chairperson |
Audit committee
Our audit committee consists of Mary Conlin, Ann Lundy and Kevin Mayer, with Ms. Lundy serving as chair. Rule 10A-3 of the Exchange Act and the NYSE rules require that our Audit Committee be composed entirely of independent members. Our Board of Directors has affirmatively determined that Mmes. Conlin and Lundy and Mr. Mayer each meet the definition of “independent director” for purposes of serving on the Audit Committee under Rule 10A-3 of the Exchange Act and the NYSE rules. Each member of our Audit Committee also meets the financial literacy requirements of NYSE listing standards. In addition, our Board of Directors has determined that Ms. Lundy qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. Our audit committee held four meetings in 2024 and acted by unanimous written consent one time.
Our audit committee is responsible for, among other things:
| • |
selecting and hiring our independent auditors, and approving the audit and non-audit services to be performed by our independent auditors; |
| • |
assisting the Board of Directors in evaluating the qualifications, performance, and independence of our independent auditors; |
| • |
assisting the Board of Directors in monitoring the quality and integrity of our financial statements and our accounting and financial reporting; |
| • |
assisting the Board of Directors in monitoring our compliance with legal and regulatory requirements; |
| • |
assisting the Board of Directors in monitoring the performance of our internal audit function; |
| • |
overseeing the management of risks relating to accounting matters, financial reporting, and cybersecurity; |
| • |
reviewing with management and our independent auditors our annual and quarterly financial statements; |
| • |
establishing procedures for the receipt, retention, and treatment of complaints received by us regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; and |
11
Table of Contents
| • |
preparing the audit committee report that the rules and regulations of the SEC require to be included in our annual proxy statement. |
Our audit committee also reviews the related party transaction policy described under “Certain Relationships and Related Party Transactions.” Our audit committee operates under a written charter which is available on our website at https://investors.thebeachbodycompany.com/governance/governance-documents.
Compensation committee
Our compensation committee consists of Mary Conlin, Kristin Frank, and Ben Van de Bunt, with Mr. Van de Bunt serving as chair. Our Board of Directors has determined that each of the compensation committee members is a non-employee member of our Board of Directors as defined in Rule 16b-3 under the Exchange Act and an outside director as that term is defined in Section 162(m) of the Internal Revenue Code (the “Code”). The composition of our compensation committee meets the requirements for independence under the current NYSE rules and current SEC rules and regulations. Decisions regarding the compensation of our executive officers have historically been made by the compensation committee. Our compensation committee held four meetings in 2024 and acted by unanimous written consent three times.
The compensation committee is responsible for, among other things:
| • |
reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer, evaluating our chief executive officer’s performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by the Board of Directors), determining and approving our chief executive officer’s compensation level based on such evaluation; |
| • |
reviewing and approving, or making recommendations to the Board of Directors with respect to, the compensation of our other executive officers, including annual base salary, bonus and equity-based incentives, and other benefits; |
| • |
reviewing and recommending the compensation of our directors; |
| • |
reviewing and discussing annually with management our “Compensation Discussion and Analysis” disclosure when required by SEC rules; |
| • |
preparing the compensation committee report when required by the SEC to be included in our annual proxy statement; and |
| • |
reviewing and making recommendations with respect to our equity compensation plans. |
Our compensation committee operates under a written charter which is available on our website at https://investors.thebeachbodycompany.com/governance/governance-documents.
Nominating and corporate governance committee
Our nominating and corporate governance committee consists of Kristin Frank, Michael Heller, John Salter and Ben Van de Bunt, with Mr. Heller serving as chair. Our nominating and corporate governance committee held four meetings in 2024.
The nominating and corporate governance committee is responsible for, among other things:
| • |
assisting our Board of Directors in identifying prospective director nominees and recommending nominees to the Board of Directors; |
| • |
overseeing the evaluation of the Board of Directors and management; |
12
Table of Contents
| • |
reviewing developments in corporate governance practices and developing and recommending a set of corporate governance guidelines; and |
| • |
recommending members for each committee of our Board of Directors. |
Our nominating and corporate governance committee operates under a written charter which is available on our website at https://investors.thebeachbodycompany.com/governance/governance-documents.
Controlled company exemption
Carl Daikeler, our Chief Executive Officer, beneficially owns 94.4% of the Company’s Class X Common Stock and controls a majority of the voting power of all outstanding capital stock of the Company. As a result, the Board has determined the Company is a “controlled company” within the meaning of corporate governance standards of the NYSE. Under these corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of its board of directors consist of independent directors, (2) that its board of directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3) that its board of directors have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. We have elected to take advantage of the exemptions pertaining to the independence of our Board’s nominating and corporate governance committee. If we cease to be a “controlled company” and our shares continue to be listed on the NYSE, we will be required to comply with all applicable NYSE corporate governance standards and, depending on the Board’s independence determination with respect to its then-current directors, we may be required to add additional directors to the Board in order to achieve such compliance within the applicable transition periods.
Compensation committee interlocks and insider participation
None of our executive officers currently serves, or has served during the last completed fiscal year, as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board of Directors or compensation committee.
The Company’s Director Nomination Process
As indicated above, our nominating and corporate governance committee oversees the director nomination process. This committee is responsible for assisting the Board of Directors in establishing minimum qualifications for director nominees, including qualities and skills that members of our Board of Directors are expected to possess. Under our nominating and corporate governance committee charter, these criteria include the following:
| • |
personal and professional integrity; |
| • |
ethics and values; |
| • |
experience in corporate management, such as serving as an officer or former officer of a publicly held company; |
| • |
experience in the industries in which we compete; |
| • |
experience as a board member or executive officer of another publicly held company; |
| • |
diversity of background and expertise and experience in substantive matters pertaining to our business relative to other board members; |
| • |
conflicts of interest; and |
13
Table of Contents
| • |
practical and mature business judgment. |
Our nominating and corporate governance committee identifies and evaluates individuals qualified to become members of our Board of Directors. Our nominating and corporate governance committee then recommends that our Board of Directors select the director nominees for the election at the next annual meeting of stockholders, or to fill vacancies on our Board of Directors occurring between annual meetings of the stockholders.
We believe it is important to have an appropriate mix of diversity for the optimal functionality of the Board of Directors. Our nominating and corporate governance committee charter requires that the committee consider each candidate’s qualities and skills and our nominating and corporate governance committee considers each candidate’s background, diversity, ability, judgment, skills and experience in the context of the needs and current make-up of the Board of Directors when evaluating director nominees. The Board of Directors believes it is important for each member of the Board of Directors to possess skills and knowledge in the areas of leadership of large, complex organizations; finance; strategic planning; laws and regulations; government relations; and relevant industries, especially the ecommerce space. These considerations help ensure that the Board of Directors as a whole has the appropriate mix of diversity, characteristics, skills and experiences for the optimal functioning of the Board of Directors in its oversight of our Company. As part of its periodic self-assessment process, the nominating and corporate governance committee reviews and evaluates its performance, including overall composition of the Board of Directors and the criteria that it uses for selecting nominees in light of the specific skills and characteristics necessary for the optimal functioning of the Board of Directors in its oversight of our Company. The nominating and corporate governance committee considers all of the criteria described above, including the candidate’s diversity, in identifying and selecting nominees and in the future may establish additional minimum criteria for nominees.
The nominating and corporate governance committee will consider nominees for the Board of Directors who are recommended by stockholders who meet the eligibility requirements for submitting stockholder proposals for inclusion in the Company’s next proxy statement. If an eligible stockholder wishes to recommend a nominee, he or she should submit such recommendation in writing to the Chair, nominating and corporate governance committee, c/o Corporate Secretary, Jonathan Gelfand, The Beachbody Company, Inc., 400 Continental Blvd., Suite 400, El Segundo, California 90245, by the deadline for stockholder proposals set in accordance with the Company’s second amended and restated bylaws (our “bylaws”), specifying the information required by the nominating and corporate governance committee charter. All such recommendations will be brought to the attention of the nominating and corporate governance committee, and the nominating and corporate governance committee shall evaluate such director nominees in accordance with the same criteria applicable to the evaluation of all director nominees.
General Nomination Right of All Stockholders. Any stockholder may nominate one or more persons for election as a director at an annual meeting of stockholders if the stockholder complies with the notice, information and consent provisions contained in our bylaws. In order for a stockholder’s director nomination to be timely, the stockholder must deliver written notice to our secretary not later than the close of business on the ninetieth (90th) day, nor earlier than the one hundred-twentieth (120th) day, prior to the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for on a date that is not more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder must be so received not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the date on which public announcement of the date of such meeting is first made. Such notification must contain the written consent of each proposed nominee to serve as a director if so elected and all other information required in Section 2.5 of our bylaws.
14
Table of Contents
Table of Contents
PRE-APPROVAL OF SERVICES BY INDEPENDENT REGISTERED ACCOUNTING FIRM
The audit committee pre-approves all audit, audit-related, tax, and other services performed by our independent auditors. The audit committee pre-approves specific categories of services up to pre-established fee thresholds. Unless the type of service had previously been pre-approved, the audit committee must approve that specific service before the independent auditors may perform it. In addition, separate approval is required if the amount of fees for any pre-approved category of service exceeds the fee thresholds established by the audit committee. The audit committee has delegated to the chair of the committee pre-approval authority with respect to permitted services, provided that the chair must report any pre-approval decisions to the committee at its next scheduled meeting. All fees described below were pre-approved by the audit committee.
16
Table of Contents
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
| ✓ |
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF DELOITTE TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2025. |
The audit committee is directly responsible for the appointment, compensation, retention and oversight of the independent external audit firm retained to audit the Company’s financial statements. As a matter of good corporate governance, we are asking the stockholders to ratify the selection of Deloitte Touche LLP (“Deloitte”) as our independent registered public accounting firm for the year ending December 31, 2025.
Stockholders are not required to ratify the appointment of Deloitte as our independent registered public accounting firm. If stockholders fail to ratify the appointment, the audit committee will consider whether or not to retain Deloitte. Even if the appointment is ratified, the audit committee may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.
Representatives of Deloitte will be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.
Change in Independent Registered Public Accounting Firm
As disclosed in our Current Report on Form 8-K filed with the SEC on April 14, 2023, in connection with a competitive process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, on April 11, 2023, the audit committee dismissed Ernst Young LLP (“EY”) as our independent registered public accounting firm effective as of that date and approved the engagement of Deloitte Deloitte as our independent registered public accounting firm for the fiscal year-ended December 31, 2023. On April 11, 2023, the audit committee approved the engagement of Deloitte as our independent registered public accounting firm, replacing EY, our prior independent registered public accounting firm.
Other than the material weaknesses described below, the audit reports of EY on the Company’s consolidated financial statements for each of the two years ended December 31, 2022, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2022 and 2021 and in the subsequent interim period through April 11, 2023, there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of EY, would have caused EY to make reference to the subject matter of the disagreement in connection with EY’s report.
During the fiscal years ended December 31, 2022 and 2021 and in the subsequent interim period through April 11, 2023, there were no “reportable events” (as defined under Item 304(a)(1)(v) of Regulation S-K), except that, as previously reported in Part II, Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, the Company identified material weaknesses in internal control over financial reporting that existed as of December 31, 2022. For the Company’s information technology general controls (“ITGCs”) over information systems and applications that are relevant to the preparation of the consolidated financial statements, the Company did not maintain (i) sufficient user access controls to ensure appropriate segregation of duties and to restrict access to financial applications, programs and data to only authorized users, and (ii) program change management controls to ensure that information technology program and data changes affecting financial information technology applications and underlying accounting records are appropriately authorized and implemented. Business process controls that are dependent on the ITGCs, or that rely on data
17
Table of Contents
produced from systems impacted by the ineffective ITGCs, were also deemed ineffective. The Company also did not maintain effective controls over its impairment analyses for goodwill and long-lived assets as sufficient contemporaneous documentation was retained to demonstrate the operation of review controls over the forecasts used in developing estimates of fair value. The material weaknesses as previously reported in Part II, Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, in connection with our assessment of the effectiveness of internal control over financial reporting as of December 31, 2022, have been remediated.
We provided EY with a copy of the disclosure we made in our Current Report on Form 8-K and requested that EY furnish us with a copy of their letter addressed to the SEC stating whether EY agrees with the statements made therein. A copy of EY’s letter, dated April 14, 2023, was filed as Exhibit 16.1 to our Current Report on Form 8-K filed with the SEC on April 14, 2023.
Principal Accountant Fees and Services
The following table presents the fees for professional audit services rendered by Deloitte and fees billed for other services rendered by Deloitte for each of the years ended December 31, 2024 and 2023.
|
2024
|
2023
|
|||||||
|
Audit Fees (1) |
$ | 1,548,000 | $ | 1,870,000 | ||||
|
Audit Related Fees |
— | — | ||||||
|
Tax Fees (3) |
266,553 | 198,438 | ||||||
|
All Other Fees |
— | — | ||||||
|
|
|
|
|
|||||
|
Total |
$ | 1,814,553 | $ | 2,068,438 | ||||
|
|
|
|
|
|||||
| (1) |
Audit Fees consist of fees for audit services primarily related to the audit of our annual consolidated financial statements; the review of our quarterly consolidated financial statements; Form S-1s, Form S-3 and Form S-8s filings and associated comfort letters and consents; and other regulatory filings. |
| (2) |
Tax Fees consist of fees for tax compliance and permissible tax consulting services. |
Required Vote
Adoption of this proposal requires the affirmative vote of the majority of the votes cast (meaning the number of shares voted “for” a proposal must exceed the number of shares voted “against” such proposal). Abstentions and broker non-votes are not considered votes cast for the foregoing purpose, and will have no effect on the vote for this proposal.
Recommendation of the Board of Directors
Our Board of Directors unanimously recommends that the stockholders vote FOR the ratification of Deloitte as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
|
Ratification of independent registered public accounting firm
|
✓ |
|
|
OUR BOARD RECOMMENDS YOU VOTE “FOR” THE RATIFICATION OF DELOITTE |
18
Table of Contents
AUDIT COMMITTEE REPORT
Our audit committee currently consists of three directors. Mmes. Conlin and Lundy, and Mr. Mayer are each, in the judgment of the Board of Directors, an independent director. The audit committee acts pursuant to a written charter that has been adopted by the Board of Directors. A copy of the charter is available on the investor relations section of the Company’s website.
The audit committee oversees The Beachbody Company, Inc’s (the “Company’s”) financial reporting process on behalf of the Board of Directors. The audit committee is responsible for retaining the Company’s independent registered public accounting firm, evaluating its independence, qualifications and performance, and approving in advance the engagement of the independent registered public accounting firm for all audit and non-audit services. The audit committee’s specific responsibilities are set forth in its charter. The audit committee reviews its charter at least annually.
Management has the primary responsibility for the financial statements and the financial reporting process, including internal control systems, and procedures designed to ensure compliance with applicable laws and regulations. Deloitte Touche LLP (“Deloitte”), the Company’s independent registered public accounting firm during the year ended December 31, 2024, was responsible for expressing an opinion as to the conformity of the Company’s audited financial statements with generally accepted accounting principles.
The audit committee has reviewed and discussed with management the Company’s audited financial statements. The audit committee has also discussed with Deloitte the Company’s independent registered public accounting firm during the year ended December 31, 2024, all matters that it was required to communicate and discuss with the audit committee, including the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the Securities and Exchange Commission. In addition, the audit committee has met with Deloitte, with and without management present, to discuss the overall scope of its audit, the results of its audit, discuss internal control matters and to review critical accounting policies and estimates.
The audit committee has received the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB regarding its communications with the audit committee concerning independence and has discussed with Deloitte its independence.
Based on the review and discussions referred to above, the audit committee recommended to the Board of Directors that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
The audit committee and the Board of Directors have recommended the selection of Deloitte as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
AUDIT COMMITTEE
Ann Lundy (Chair)
Mary Conlin
Kevin Mayer
Members of the Audit Committee
This report of the audit committee does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference into any other filing under the Securities Act of 1933, as amended, or Securities Exchange Act of 1934, as amended, unless specifically provided otherwise in such filing.
19
Table of Contents
EXECUTIVE OFFICERS
Below is biographical information for each of our current executive officers as of April 23, 2025, other than Carl Daikeler and Mark Goldston (whose biographical information is shown under “Proposal 1: Election of Nine Directors” on page 5. Each executive officer serves at the discretion of the Board of Directors and the Chief Executive Officer.
|
Name |
Age |
Position |
||||
|
Carl Daikeler |
61 | Co-Founder and Chief Executive Officer | ||||
|
Mark Goldston |
70 | Executive Chairman | ||||
|
Brad Ramberg |
61 | Interim Chief Financial Officer | ||||
Brad Ramberg has served as Interim Chief Financial Officer since August 2024. Mr. Ramberg joined the Company in 2006 as the Company’s Chief Financial Officer and served in that position for eight years until 2014, then serving as the Company’s Executive Vice President – Strategic Initiatives since such time. Prior to joining the Company, Mr. Ramberg served as Chief Financial Officer of Idealab, a leading technology incubator, as well as Chief Financial Officer of the public entity Ticketmaster Online Citysearch. Mr. Ramberg obtained a Bachelor’s Degree from Brown University and a Master’s of Business Administration from Harvard Business School .
20
Table of Contents
EXECUTIVE AND DIRECTOR COMPENSATION
Executive Compensation
This section discusses the material components of the executive compensation program for our named executive officers (“NEOs”) who are named in the “ Summary Compensation Table ” below. Our NEOs for the year ended December 31, 2024 were:
| • |
Carl Daikeler, Co -Founder and Chief Executive Officer ; |
| • |
Mark Goldston, Executive Chairman ; |
| • |
Kathy Vrabeck, Chief Operating Officer ; |
| • |
Marc Suidan, Former Chief Financial Officer ; and |
| • |
Michael Neimand, Former President, Beachbody . |
Ms. Vrabeck retired from the Company, effective as of April 1, 2025.
Mr. Suidan resigned from the Company, effective August 15, 2024.
Mr. Neimand departed from the Company on October 11, 2024.
The Company qualifies as a “smaller reporting company” under rules adopted by the SEC for the year ended December 31, 2024. As such, the Company is now providing executive compensation disclosure in compliance with the SEC’s rules and regulations applicable to smaller reporting companies.
Summary Compensation Table
The following table contains information about the compensation earned by our NEOs during the fiscal years ended December 31, 2023 and 2024.
|
Name and Principal Position |
Year |
Salary
($) |
Bonus
($) (1) |
Stock
Awards ($) (2) |
Option
Awards ($) (2) |
All Other
Compensation ($) (3) |
Total
($) |
|||||||||||||||||||||
|
Carl Daikeler |
2024 | 776,411 | 2,600 | — | — | 26,931 | 805,942 | |||||||||||||||||||||
|
Co-Founder and |
2023 | 850,000 | 2,500 | — | — | 33,222 | 885,722 | |||||||||||||||||||||
|
Chief Executive Officer |
||||||||||||||||||||||||||||
|
Mark Goldston |
2024 | — | — | — | 686,315 | — | 686,315 | |||||||||||||||||||||
|
Executive Chairman |
2023 | — | — | — | 6,099,547 | — | 6,099,547 | |||||||||||||||||||||
|
Kathy Vrabeck |
2024 | 479,548 | 300 | 458,726 | 44,582 | 11,849 | 995,005 | |||||||||||||||||||||
|
Chief Operating Officer |
2023 | 525,000 | 200 | 290,050 | 289,120 | 18,625 | 1,122,995 | |||||||||||||||||||||
|
Marc Suidan |
2024 | 300,904 | 200 | 458,726 | — | 13,567 | 773,397 | |||||||||||||||||||||
|
Former Chief Financial Officer |
2023 | 525,000 | 100 | 290,050 | 287,364 | 22,278 | 1,124,792 | |||||||||||||||||||||
|
Michael Neimand |
2024 | 392,534 | 1,800 | 312,946 | — | 367,193 | 1,074,473 | |||||||||||||||||||||
|
Former President, Beachbody |
2023 | 550,000 | 1,700 | 290,050 | 396,726 | 55,993 | 1,294,469 | |||||||||||||||||||||
| (1) |
Amounts reflect payment of a service-based anniversary bonus for each NEO. We provide a description of these bonuses below under the section titled, “ Cash Incentive Compensation—Other Cash Compensation ”. |
| (2) |
Amounts reflect the full grant-date fair value of option and RSU awards granted during fiscal 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the NEO. We provide information regarding the assumptions used to calculate the value of all option and RSU awards made to our NEOs in Note 17 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. |
21
Table of Contents
|
The amounts also include (i) the incremental fair value of the Underwater Options held by Mr. Goldston and Ms. Vrabeck, which were modified pursuant to the Repricing (as defined and described below) implemented by the Company in November 2024; (ii) the incremental fair value associated with the modification of the Goldston Option (as defined below) in September 2024 to remove all performance-vesting metrics; and (iii) the incremental fair value associated with the accelerated vesting of a part of Mr. Niemand’s time-vesting equity awards in connection with his termination of employment. In accordance with ASC 718, the incremental fair value as a result of the foregoing was $686,315, $44,582 and $59,371 for Mr. Goldston, Ms. Vrabeck and Mr. Niemand, respectively. For more information on the option repricing program, the Goldston Option amendment and/or Mr. Niemand’s severance arrangement, see the sections below titled, “ Repricing of Stock Options ”, “ Amendment to Goldston Sign-On Option ”, and “ Employment Arrangements with our Named Executive Officers—Michael Niemand ” respectively. |
| (3) |
For 2024, “All Other Compensation” consists of the following: |
|
Name |
401(k) Plan
Matching Contributions ($) |
Car
Allowance ($) |
Mobile
Phone Allowance Benefits ($) |
Work
from Home Allowance ($) |
Life and
ADD Insurance ($) |
Company-
Paid Health Welfare Benefits ($) |
Taxable
Fringe Benefits (a) ($) |
Severance
(b)
($) |
||||||||||||||||||||||||
|
Carl Daikeler |
— | 12,000 | 6,484 | 600 | 72 | 7,775 | — | — | ||||||||||||||||||||||||
|
Mark Goldston |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
Kathy Vrabeck |
6,900 | — | 2,400 | 600 | 72 | 1,877 | — | — | ||||||||||||||||||||||||
|
Marc Suidan |
6,304 | — | 1,600 | 400 | 80 | 5,183 | — | — | ||||||||||||||||||||||||
|
Michael Neimand |
6,900 | — | 2,000 | 500 | 60 | 4,496 | 16,457 | 336,779 | ||||||||||||||||||||||||
| (a) |
Amounts reported represent the cost of Mr. Neimand’s spouse to accompany him on a Company business trip, including airfare ($11,182) and gross-up payments to cover personal income taxes pertaining to the trip ($5,275). |
| (b) |
Amount includes $65,347 with respect to the payment of accrued vacation and paid time-off in connection with Mr. Neimand’s termination of employment. |
Narrative Disclosure to Summary Compensation Table
Base Salary
The base salaries of our NEOs are an important part of their total compensation package, and are intended to reflect their respective positions, duties and responsibilities. The 2024 base salaries for each of our NEOs was decreased by 10%, effective February 19, 2024. In 2024, Mr. Goldston did not receive any cash compensation for his service as Executive Chairman.
Our NEOs’ annual base salaries as of December 31, 2024 are as follows:
|
Named Executive Officer |
2024 Annualized
Base Salary |
|||
|
Carl Daikeler |
$ | 765,000 | ||
|
Kathy Vrabeck |
$ | 472,500 | ||
|
Marc Suidan (1) |
$ | 472,500 | ||
|
Michael Neimand (1) |
$ | 495,000 | ||
| (1) |
Reflects the executive’s annual base salary prior to his termination of employment with the Comapny in 2024. His actual base salary was pro-rated for the portion of the 2024 fiscal year during which he was employed. |
The actual 2024 base salaries paid to our NEOs are set forth in the column entitled “ Salary ” in the “ Summary Compensation Table ” above.
In February 2025, the Compensation Committee approved an annual base salary of $500,000 for Mr. Goldston to take effect on March 1, 2025 to reflect the mutually agreed expansion of Mr. Goldston’s role and contribution to the Company. Mr. Goldston’s annual base salary will be increased to $700,000, effective as of the date on which the Company pays in full the Blue Torch term loan.
22
Table of Contents
Cash Incentive Compensation
Annual Bonus Program
The Company currently maintains an annual bonus program in which certain eligible employees, including certain of our NEOs, participate. Under the program, each participating NEO is eligible to receive an annual performance-based bonus based upon the achievement of Company pre-determined Pre-Bonus EBITDA (as defined below) goals. The NEOs’ target bonus opportunities under our 2024 annual bonus program were as follows, and were not changed from fiscal year 2023. Mr. Goldston was not eligible to participate in our 2024 bonus program.
|
Named Executive Officer |
Target
Percentage |
|||
|
Carl Daikeler |
100 | % | ||
|
Kathy Vrabeck |
75 | % | ||
|
Marc Suidan |
75 | % | ||
|
Michael Neimand |
66.67 | % | ||
Under the 2024 bonus program, participants were eligible to receive a percentage of the participant’s target bonus opportunity, ranging from 0% to 150%, based on the level at which the performance goal was achieved and interpolated between performance levels on a straight-line basis. In the Compensation Committee’s discretion, bonuses under the 2024 program could be paid in cash, fully vested restricted stock units covering shares of our Common Stock (“RSUs”) or stock options, or a combination thereof. Any bonus payouts were also subject to satisfying lender covenant requirements, such as minimum cash requirements, at the time of payout.
Pre-Bonus EBITDA generally is calculated as net income (loss) adjusted for cash performance bonuses, impairment of goodwill and intangible assets, depreciation and amortization, amortization of capitalized cloud computing implementation costs, amortization of content assets, interest expense, income taxes, equity-based compensation, inventory net realizable value adjustment, transaction costs, restructuring expense, change in fair value of warrant liabilities, and other items that are not normal, recurring, operating expenses necessary to operate the Company’s business.
In 2024, Pre-Bonus EBITDA was achieved below the “threshold” performance level. Therefore, our Compensation Committee determined that the performance goal was not attained and no bonuses were awarded to the NEOs for 2024.
Other Cash Compensation
All of our full-time employees, including certain of the NEOs, are eligible to receive annual service-based anniversary bonuses, based on length of service with the Company in an amount equal to $100 for each year of service. The actual anniversary bonuses awarded to our NEOs in 2024 are set forth above in the “ Summary Compensation Table ” above in the column entitled “ Bonuses .”
Equity-Based Long-Term Incentive Awards
We view equity-based compensation as a critical component of our balanced total compensation program. Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns the interests of executives with those of our stockholders. Our Compensation Committee believes it is essential to provide equity-based compensation to our executive officers in order to link the interests of our executive officers with those of our stockholders, reinforcing our commitment to ensuring a strong linkage between company/stock price performance and pay, and to promote retention.
23
Table of Contents
Annual Equity Awards
In 2024, we granted RSU awards to Ms. Vrabeck and Messrs. Suidan and Neimand as part of our annual equity award program. The total number of RSUs subject to the awards are set forth in the table below. Messrs. Daikeler and Goldston were not eligible to participate in our annual equity award program.
|
Named Executive Officer |
Number
of RSUs |
|||
|
Kathy Vrabeck |
53,715 | |||
|
Marc Suidan |
53,715 | |||
|
Michael Neimand |
20,205 | |||
These awards vest with respect to 25% of the shares underlying the award on each of the first four anniversaries of the applicable grant date, subject to continued employment through the applicable vesting date.
Neimand RSU Award
On April 15, 2024, the Company granted to Mr. Neimand an award of 8,953 RSUs. The award will vest as to 25% of the shares subject thereto on each of the first four anniversaries of the applicable grant date, subject to continued employment through the applicable vesting date.
Repricing of Stock Options
In 2024, the Company determined that a significant portion of its outstanding stock options had an exercise price per share that was significantly higher than the current fair market value of the Company’s common stock (the “Underwater Options”). In order to help retain and motivate holders of Underwater Options, and align their interests with those of our stockholders, in September 2024, the Compensation Committee resolved that it was in the best interests of the Company and its stockholders to implement an option repricing program to reduce the exercise prices of certain of the Underwater Options held by our employees (including Mr. Goldston and Ms. Vrabeck) and consultants, which became effective on November 13, 2024 (the “Repricing”).
Excluded from the Repricing were, among others, Underwater Options held by members of the Board (other than Mr. Goldston) or the Company’s CEO, any Underwater Options with an exercise price equal to or less than $6.43 (i.e., the price per share of our common stock on November 13, 2024), and options granted to certain consultants. The number of shares, the vesting schedules, and the expiration dates of the original Underwater Options remain unchanged.
24
Table of Contents
Table of Contents
Employment Arrangements with our Named Executive Officers
We have entered into offers of employment letters or employment agreements with certain of our NEOs, the material terms of which are described below. The Company has not entered into a written offer of employment letter or employment agreement with Mr. Daikeler.
Mark Goldston
On June 15, 2023, we entered into an employment offer letter with Mr. Goldston, pursuant to which Mr. Goldston serves as the Executive Chairman of the Board. Mr. Goldston’s employment under the offer letter is “at-will”, and will continue until terminated in accordance with the offer letter.
In connection with entering into the offer letter, Mr. Goldston was granted a stock option under the Company’s Inducement Plan, covering an aggregate of 477,661 shares of the Company’s Class A Common Stock. Under the offer letter, Mr. Goldston will not be eligible to receive an annual base salary, annual target bonus opportunity or health and welfare benefits.
On a termination of Mr. Goldston’s service by the Company without “cause” or by Mr. Goldston for “good reason” (each, as defined in the award agreement), the Goldston Option will vest and become exercisable in full, subject to Mr. Goldston’s execution and non-revocation of a general release of claims in favor of the Company. If Mr. Goldston experiences a termination of service for any other reason, all shares subject to the Goldston Option that are not then-vested and exercisable in full automatically will be forfeited and terminated as of the termination date without consideration. In addition, following the modification to the Goldston Option in September 2024 to remove all performance-vesting metrics, upon a “change in control” (as defined in the Inducement Plan), the Goldston Option will vest and become exercisable in full as of immediately prior to the change in control, subject to Mr. Goldston’s continued service until at least immediately prior to the change in control.
Kathy Vrabeck
On March 27, 2021, we entered into an employment offer letter with Ms. Vrabeck to serve as our Chief Strategy Officer. Ms. Vrabeck’s employment under the offer letter, which began on April 26, 2021, was at-will and continued until terminated at any time by either party. Pursuant to the offer letter, Ms. Vrabeck was entitled to receive an annual base salary of $525,000 per year. In addition, Ms. Vrabeck (and her beneficiaries) were eligible to participate in the health and welfare benefit plans and programs maintained by us for the benefit of our employees, the full cost of which was paid by the Company.
Under the offer letter, Ms. Vrabeck was also eligible to earn annual cash bonuses under our bonus program, with an annual target bonus opportunity equal to 67% of her base salary; Ms. Vrabeck’s 2024 target bonus opportunity was equal to 75% of her base salary. The payment of any annual bonus, to the extent any such bonus becomes payable, was contingent upon Ms. Vrabeck’s continued employment through the applicable payment date.
In connection with entering into the offer letter, Ms. Vrabeck was awarded options and/or RSUs having an aggregate grant-date fair value of approximately $2,300,000. The awards were eligible to vest annually over four years, with respect to 25% of the shares underlying the award on each of the first four anniversaries of April 26, 2021, subject to continued employment.
Under Ms. Vrabeck’s offer letter, if Ms. Vrabeck’s employment was terminated by the Company without “cause” or by Ms. Vrabeck for “good reason” (each, as defined in the offer letter), then she would have been entitled to receive the following severance payments and benefits:
| • |
an amount equal to one-half times (or, if such termination occurs on or within 12 months following a “change in control” (as defined in the 2021 Plan), one times) her annual base salary as in effect at the time of termination, payable in substantially equal installments over the six-month (or, as applicable, 12-month) period following the termination date; and |
26
Table of Contents
| • |
a lump sum payment in an amount equal to (i) six times (or, if such termination occurs on or within 12 months following a change in control, 12 times) the estimated monthly cost to continue healthcare coverage under COBRA, at the same levels as in effect on the termination date, plus (ii) to the extent any taxes are imposed on the foregoing COBRA payment, an additional amount sufficient to cover any such taxes. |
The severance payments and benefits described above were subject to Ms. Vrabeck’s timely execution and non-revocation of a general release of claims in favor of the Company.
In connection with her offer letter, Ms. Vrabeck also entered into the Company’s standard form of confidentiality agreement and arbitration agreement.
As described above, Ms. Vrabeck retired from the Company in April 2025. In connection with her retirement, she received 12 months of accelerated vesting for each of her Company time-vesting equity awards, and the post-termination exercise period of her Company options was extended from 90 to 180 days.
Marc Suidan
On April 15, 2022, we entered into an employment offer letter with Mr. Suidan. Pursuant to the offer letter, Mr. Suidan served in an advisory capacity from April 15, 2022 until May 10, 2022, at which time Mr. Suidan began serving as the Company’s Chief Financial Officer. Mr. Suidan’s employment under the offer letter was at-will. Under the offer letter, Mr. Suidan reported to the Company’s Chief Executive Officer.
The offer letter provided for: (i) an annual base salary of $525,000 per year; (ii) participation in the health, welfare and retirement benefit plans and programs maintained by the Company for the benefit of the Company’s similarly situated employees; (iii) a monthly phone allowance of $200 per month, pursuant to Company policy; and (iv) annual cash bonuses under the Company’s bonus program, with a target bonus opportunity equal to 75% of Mr. Suidan’s annual base salary. The payment of any annual bonus, to the extent any such bonus became payable, was contingent upon Mr. Suidan’s continued employment through the applicable payment date, and was to be pro-rated for any partial year of employment.
In connection with entering into the offer letter, Mr. Suidan was granted an option to purchase shares of our Class A Common Stock, as well as an award of RSUs, under the 2021 Plan. The awards each had an aggregate dollar-denominated grant-date value equal to approximately $1,000,000. Each award was eligible to vest and, as applicable, become exercisable, as to 25% of the shares underlying the award on each of the first four anniversaries of the grant date, subject to Mr. Suidan’s continued employment through the applicable vesting date.
As a condition to Mr. Suidan’s employment under the offer letter, Mr. Suidan also entered into the Company’s standard form of Confidentiality and Non-Solicitation Agreement and a Dispute Resolution Agreement.
As described above, Mr. Suidan resigned from the Company, effective August 15, 2024. In connection with his resignation, Mr. Suidan was not eligible to receive any severance payments and benefits from the Company.
Michael Neimand
On August 30, 2006, we entered into an offer letter with Michael Neimand. Mr. Neimand’s employment under the offer letter was at-will. Under Mr. Neimand’s offer letter, upon a termination of Mr. Neimand’s employment by the Company without cause, he was entitled to a cash severance payment equal to 90 days of his then-current base salary, paid in accordance with the Company’s regular payroll practices.
In connection with his offer letter, Mr. Neimand also entered into the Company’s standard form of confidentiality agreement.
27
Table of Contents
On April 10, 2024, we entered into a severance agreement with Mr. Neimand, which superseded the severance payments and benefits provided under his offer letter. Under the severance agreement, if Mr. Neimand’s employment was terminated by the Company without “cause” or by the executive for “good reason” (each, as defined in the severance agreement), then he would have been entitled to receive the following:
| • |
an amount equal to one-half times (or, if such termination occurs on or within 12 months following a “change in control” (as defined in the 2021 Plan), one times) his annual base salary as in effect on the termination date, payable in substantially equal installments over the six-month period following the termination date; and |
| • |
subsidized continued healthcare coverage for 12 months following the termination date, at the same levels as in effect on the termination date; and |
| • |
an additional 12 months of vesting for each outstanding and unvested time-vesting equity award then-held by him or, if the termination occurs on or within 12 months following a “change in control”, full accelerated vesting of all outstanding and unvested time-vesting equity awards then-held by him. |
The severance payments and benefits described above were subject to Mr. Neimand’s timely execution and non-revocation of a general release of claims in favor of the Company.
As described above, Mr. Neimand’s role at the Company was eliminated and he departed from the Company on October 11, 2024. In connection with his separation, Mr. Neimand received the severance payments and benefits under his severance agreement, as described above, in connection with a qualifying termination of employment in exchange for a release of claims that Mr. Neimand might have against the Company. The actual severance payments and benefits paid to Mr. Neimand in connection with his termination of employment are set forth in the “ Summary Compensation Table ” above.
28
Table of Contents
|
Option Awards
|
Stock Awards
|
|||||||||||||||||||||||||||||||||||
|
Name
|
Grant Date
|
Vesting
Commencement Date |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
Option
Exercise Price ($) |
Option
Expiration Date |
Number of
Shares or Units of Stock That Have Not Vested (#) |
Market
Value of Shares or Units of Stock That Have Not Vested ($)
(1)
|
||||||||||||||||||||||||||||
|
Carl Daikeler
|
(2 | ) | 7/2/2021 | 7/2/2021 | 15,119 | 5,039 | 497.00 | 7/1/2031 | — | — | ||||||||||||||||||||||||||
|
Mark Goldston
|
(3 | ) | 6/15/2023 | 6/15/2023 | 119,416 | 358,245 | 6.43 | 6/14/2033 | — | — | ||||||||||||||||||||||||||
|
Kathy Vrabeck
|
(4 | ) | 3/15/2024 | 3/15/2024 | — | — | — | — | 53,715 | 330,347 | ||||||||||||||||||||||||||
| (2 | ) | 3/15/2023 | 3/15/2023 | 2,500 | 7,500 | 6.43 | 3/14/2033 | — | — | |||||||||||||||||||||||||||
| (4 | ) | 3/15/2023 | 3/15/2023 | — | — | — | — | 7,500 | 46,125 | |||||||||||||||||||||||||||
| (2 | ) | 5/15/2022 | 5/15/2022 | 2,500 | 2,500 | 6.43 | 5/14/2032 | — | — | |||||||||||||||||||||||||||
| (2 | ) | 4/18/2022 | 4/18/2022 | 5,000 | 5,000 | 6.43 | 4/17/2032 | — | — | |||||||||||||||||||||||||||
| (4 | ) | 8/27/2021 | 4/26/2021 | — | — | — | — | 749 | 4,606 | |||||||||||||||||||||||||||
| (2 | ) | 7/2/2021 | 4/26/2021 | 3,473 | 1,157 | 6.43 | 7/1/2031 | — | — | |||||||||||||||||||||||||||
|
Michael Neimand
|
(2 | ) | 3/15/2023 | 3/15/2023 | 5,000 | — | 29.01 | 3/14/2033 | — | — | ||||||||||||||||||||||||||
| (2 | ) | 5/15/2022 | 5/15/2022 | 3,750 | — | 17.35 | 5/14/2032 | — | — | |||||||||||||||||||||||||||
| (2 | ) | 7/2/2021 | 7/2/2021 | 6,719 | — | 17.35 | 7/1/2031 | — | — | |||||||||||||||||||||||||||
| (5 | ) | 5/6/2019 | 12/14/2018 | 3,359 | — | 17.35 | 5/5/2029 | — | — | |||||||||||||||||||||||||||
| (5 | ) | 8/1/2017 | 8/1/2017 | 6,719 | — | 17.35 | 7/31/2027 | — | — | |||||||||||||||||||||||||||
| (5 | ) | 3/28/2016 | 3/28/2016 | 4,479 | — | 17.35 | 3/27/2026 | — | — | |||||||||||||||||||||||||||
| (1) |
Amounts are calculated based on multiplying the number of shares shown in the table by the per share closing price of our Common Stock on December 31, 2024, which was $6.15.
|
| (2) |
Each of these option awards was granted under our 2021 Plan and will vest and become exercisable as to 25% of the shares subject thereto on each of the first four anniversaries of the applicable vesting commencement date, subject to continued employment through the applicable vesting date. For Mr. Neimand, all unvested shares subject to these option awards were forfeited upon his termination (after taking into account any accelerated vesting that occurred in connection with his termination).
|
| (3) |
Represents the Goldston Option, which was granted under our Inducement Plan. The option will vest and become exercisable with respect to 25% of the shares subject thereto on each of the first four anniversaries of the vesting commencement date, subject to Mr. Goldston’s continued service through the applicable vesting date.
|
| (4) |
Each of these RSU awards was granted under our 2021 Plan and will vest as to 25% of the shares subject thereto on each of the first four anniversaries of the applicable vesting commencement date, subject to continued employment through the applicable vesting date.
|
| (5) |
Each of these option awards was granted under our Amended and Restated 2020 Equity Compensation Plan (“2020 Plan”) and was vested in full as of December 31, 2024.
|
|
Value of Initial Fixed
$100 Investment Based On: |
||||||||||||||||||||||||
|
Fiscal Year
|
Summary
Compensation Table Total for PEO
(1)
|
Compensation
Actually Paid to PEO
(1)(2)
|
Average
Summary Compensation Table Total for
non-PEO
NEOs
(1)
|
Average
Compensation Actually Paid to
non-PEO
NEOs
(1)(2)
|
Total
Shareholder Return
(3)
|
Net
Income
(4)
|
||||||||||||||||||
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
||||||||||||||||||
|
2024
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
(
|
) | |||||||||||
|
2023
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
(
|
) | |||||||||||
|
2022
|
$ |
|
$ |
(
|
) | $ |
|
$ |
|
$ |
|
$ |
(
|
) | ||||||||||
| (1) |
Our PEO and
non-PEO
NEOs for the relevant fiscal years are as follows:
|
|
Year
|
PEO
|
Non-PEO NEOs
|
||
|
2024
|
|
Mark Goldston, Kathy Vrabeck, Marc Suidan, Michael Neimand | ||
|
2023
|
|
Mark Goldston, Marc Suidan, Michael Neimand, Kathy Vrabeck | ||
|
2022
|
|
Marc Suidan, Michael Neimand, Blake Bilstad, Kathy Vrabeck and Sue Collyns |
| (2) |
In calculating the “compensation actually paid” amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations were computed in accordance with FASB ASC Topic 718. Stock option grant date fair values are calculated using the
Black-Scholes
or Monte Carlo option pricing models as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the appropriate option pricing model as used as required by FASB ASC Topic 718 and consistent with grant date practices, but using stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. The range of measurement date assumptions used during the years ended December 31, 2024, 2023 and 2022 were:
risk-free
interest rate of 4.21%
-
5.29%, 3.44%
-
4.12% and 1.55%
-
4.10%, respectively; expected life of 0.23
-
4.93 years, 3.94
-
6.62 years and 2.50
-
6.37 years, respectively; and expected volatility of 73.29%- 109.36% during the year ended December 31, 2024, 70.83%
-
83.39% during the year ended December 31, 2023, and 52.58%
-
58.49% during the year ended December 31, 2022.
Time-vested
RSU grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of
year-end
and as of each date of vest, as applicable. We provide information regarding the assumptions used to calculate the valuation of the awards in Note 17 to the consolidated financial statements included in our Annual Report on Form
10-K
for the year ended December 31, 2024.
|
|
Fiscal Year
|
Executives
|
SCT Toal
|
Grant
Date Fair Value of Option and Stock Awards Reported in SCT |
Year End
Fair Value
of Outstanding and Unvested Awards Granted in Applicable Year |
Change in
Fair Value of Outstanding and Unvested Awards From Prior Years |
Fair Value
of Awards Granted in Applicable Year that Vested During Applicable Year |
Change in
Fair Value of Awards from Prior Years that Vested in Applicable Year |
Prior Year End
Fair Value of Awards from Prior Years Forfeited during Applicable Year |
CAP
|
|||||||||||||||||||||||||
|
(a)
|
(b)
|
(i)
|
(ii)
|
(iii)
|
(iv)
|
(v)
|
(c)=(a)+(b)+(i)+
(ii)+(iii)+(iv)+(v)
|
|||||||||||||||||||||||||||
|
2024
|
PEO | $ |
|
$ |
|
$ |
|
$ |
(
|
) | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||
| Non PEO NEOs | $ |
|
$ |
(
|
) | $ |
|
$ |
(
|
) | $ |
|
$ |
|
$ |
(
|
) | $ |
|
|||||||||||||||
| (3) |
The Company’s cumulative Total Shareholder Return (“TSR”) in this column for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation
S-K.
|
| (4) |
Represents the amount of net income (loss), reflected in the Company’s audited consolidated financial statements for the year indicated.
|
Table of Contents
Director Compensation
Director Compensation Program
We maintain a non-employee director compensation program (the “Director Compensation Program”), which provides for annual cash retainer fees and long-term equity awards for each of our non-employee directors (each, an “Eligible Director”). The Director Compensation Program consists of the following components:
Cash Compensation :
Annual Retainer: $45,000
Annual Committee Chair Retainer:
| (1) |
Audit: $20,000 |
| (2) |
Compensation: $15,000 |
| (3) |
Nominating and Corporate Governance: $10,000 |
Annual Committee Member (Non-Chair) Retainer:
| (4) |
Audit: $10,000 |
| (5) |
Compensation: $7,500 |
| (6) |
Nominating and Corporate Governance: $5,000 |
The annual cash retainers will be paid in quarterly installments in arrears. Annual cash retainers will be pro-rated for any partial calendar quarter of service.
Equity Compensation :
Initial Grant : Each Eligible Director who is initially elected or appointed to serve on our Board automatically shall be granted, on the date on which such Eligible Director is appointed or elected to serve on the Board, an RSU award with an aggregate value of $200,000, pro-rated for the number of days that have elapsed since the last occurring annual meeting. Each Initial Grant will vest in full on the earlier to occur of the first anniversary of the grant date and the date of the next annual meeting following the grant date, subject to continued service.
Annual Grant: An Eligible Director who is serving on our Board as of the date of an annual meeting of stockholders shall be granted, on the date of such annual meeting, an RSU award with an aggregate value of $150,000. Each Annual Grant will vest in full on the earlier to occur of the first anniversary of the grant date and the date of the next annual meeting following the grant date, subject to continued service.
In addition, at our 2024 Annual Meeting, 50% of the Annual Grants that were made to Eligible Directors were in the form of RSUs and the remaining 50% of the Annual Grants were in the form of cash. Both the RSUs and cash subject to the 2024 Annual Grants will vest and become payable (as applicable) in full on the earlier to occur of the first anniversary of the grant date and the 2025 Annual Meeting, subject to continued service.
Award Terms:
The number of RSUs subject to an Initial Grant and/or Annual Grant will be determined by dividing the value of the award by the closing price of the Company’s Class A Common Stock on the applicable grant date.
In addition, each equity award granted to an Eligible Director under the Director Compensation Program will vest in full immediately prior to the occurrence of a “change in control” (as defined in the 2021 Plan).
Compensation under the Director Compensation Program is subject to the annual limits on non-employee director compensation set forth in the 2021 Plan.
32
Table of Contents
Director Deferred Compensation Plan
We maintain The Beachbody Company, Inc. Deferred Compensation Plan for Directors (the “Deferred Compensation Plan”), which permits our non-employee directors to defer the settlement of all or a portion of any RSU awards granted under the Director Compensation Program. With respect to 2024, Ms. Lundy and Mr. Heller each elected to defer 100% of their RSU awards earned or granted under the Director Compensation Program.
Director Compensation Table
The following table sets forth compensation paid to or earned by our non-employee directors during the year ended December 31, 2024.
|
Name (1) |
Fees Earned or
Paid in Cash ($) (2) |
Stock Awards ($) (3) |
Total
($) |
|||||||||
|
Mary Conlin |
62,500 | 74,995 | 137,495 | |||||||||
|
Kristin Frank |
57,500 | 74,995 | 132,495 | |||||||||
|
Michael Heller |
55,000 | 74,995 | 129,995 | |||||||||
|
Ann Lundy |
65,000 | 74,995 | 139,995 | |||||||||
|
Kevin Mayer |
55,000 | 74,995 | 129,995 | |||||||||
|
John Salter |
50,000 | 74,995 | 124,995 | |||||||||
|
Ben Van de Bunt |
65,000 | 74,995 | 139,995 | |||||||||
| (1) |
Carl Daikeler, our Chief Executive Officer, and Mark Goldston, our Executive Chairman, did not receive any compensation for their services as a member of our Board in 2024; the compensation paid to Messrs. Daikeler and Goldston for the services they provided to our Company during 2024 is reflected in the section above entitled, “ Executive Compensation Tables—Summary Compensation Table ”. |
| (2) |
Reflects the aggregate dollar amounts of all fees earned and/or paid in cash for services as a director. |
| (3) |
Amounts reflect the full grant-date fair value of RSU awards granted during 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all such awards made to our directors in Note 17 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. |
The following table shows the aggregate numbers of options (exercisable and unexercisable) and outstanding unvested RSU awards held as of December 31, 2024 by each non-employee director.
|
Name |
Option Awards
Outstanding at 2024 Fiscal Year End (#) |
RSU Awards
Outstanding at 2024 Fiscal Year End (#) |
||||||
|
Mary Conlin |
— | 8,064 | ||||||
|
Kristin Frank |
— | 12,605 | ||||||
|
Michael Heller |
— | 12,605 | ||||||
|
Ann Lundy |
— | 12,605 | ||||||
|
Kevin Mayer |
— | 8,064 | ||||||
|
John Salter |
— | 8,064 | ||||||
|
Ben Van de Bunt |
3,359 | 8,064 | ||||||
33
Table of Contents
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of December 31, 2024, with respect to the shares of the Company’s Common Stock that may be issued under the Company’s existing equity compensation plans.
| (a) | (b) | (c) | ||||||||||
| Plan Category |
Number of
Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
Weighted
Average Exercise Price of Outstanding Options, Warrants and Rights (1) |
Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (2) |
|||||||||
|
Equity compensation plans approved by security holders |
856,852 | (1) | $ | 29.64 | (2) | 1,110,499 | (3) | |||||
|
Equity compensation plans not approved by security holders |
477,661 | (4) | 6.43 | (2) | — | (5) | ||||||
|
|
|
|
|
|
|
|||||||
|
Totals |
1,334,243 | $ | 18.64 | 1,110,499 | ||||||||
|
|
|
|
|
|
|
|||||||
| (1) |
Includes shares subject to outstanding awards granted under our 2021 Plan and 2020 Plan as of December 31, 2024, of which 530,356 shares are subject to outstanding options and 326,226 shares are subject to outstanding RSUs. As of December 31, 2024, there were 40,000 shares under the Employee Stock Purchase Plan (the “ESPP”) subject to purchase during the purchase period that commenced on November 16, 2024 and ends on May 15, 2025. |
| (2) |
The weighted average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding RSUs, which have no exercise price. |
| (3) |
Includes 948,826 shares available for future issuance under our 2021 Plan and 161,673 shares available for future issuance under our ESPP. No additional awards may be granted under the 2020 Plan and, as a result, no shares remain available for issuance for new awards under the 2020 Plan. |
The number of shares available for issuance under the 2021 Plan will be annually increased on January 1 of each calendar year (beginning in 2022 and ending in 2031) by an amount equal to the lesser of (i) 5% of the total number of shares of Class A and Class X Common Stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by our Board.
The number of shares available for issuance under the ESPP will be annually increased on January 1 of each calendar year (beginning in 2022 and ending in 2031) by an amount equal to the lesser of (i) 1% of the aggregate number of shares of Class A Common Stock and Class X Common Stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by our Board.
| (4) |
Includes shares subject to outstanding awards granted under our Inducement Plan as of December 31, 2024. |
| (5) |
No shares remain available for issuance under our Inducement Plan as of December 31, 2024. |
34
Table of Contents
2023 Employment Inducement Incentive Award Plan
On June 14, 2023, our Board adopted the Inducement Plan. Pursuant to applicable stock exchange rules, stockholder approval of the Inducement Plan is not required as a condition of the effectiveness of the Inducement Plan. A description of the principal features of the Inducement Plan is set forth below.
Eligibility and Administration
Only certain prospective employees of the Company and its subsidiaries are eligible to participate in the Inducement Plan. The Inducement Plan is administered by our Compensation Committee. The plan administrator will have the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of the Inducement Plan, subject to its express terms and conditions. The plan administrator will also set the terms and conditions of all awards under the Inducement Plan, including any vesting and vesting acceleration conditions. Awards must be approved by the Compensation Committee or a majority of our independent directors and the authority to grant awards under the Inducement Plan may not be delegated.
Limitation on Awards and Shares Available
The maximum number of shares of Common Stock authorized for issuance under the Inducement Plan is 477,661 shares (the “Inducement Plan Share Limit”).
If an award under the Inducement Plan expires, lapses, or is terminated, exchanged for or settled for cash, surrendered, repurchased, canceled without having been fully exercised or forfeited, any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the Inducement Plan. Further, shares delivered to us to satisfy the applicable exercise or purchase price of an award under the Inducement Plan and/or to satisfy any applicable tax withholding obligations (including shares retained by us from the award under the Inducement Plan being exercised or purchased, and/or creating the tax obligation) will become or again be available for award grants under the Inducement Plan. The payment of dividend equivalents in cash in conjunction with any awards under the Inducement Plan will not reduce the shares available for grant under the Inducement Plan. However, the following shares may not be used again for grant under the Inducement Plan: (i) shares subject to stock appreciation rights, or SARs, that are not issued in connection with the stock settlement of the SAR on exercise, and (ii) shares purchased on the open market with the cash proceeds from the exercise of options.
Awards
The Inducement Plan provides for the grant of non-qualified stock options, restricted stock, dividend equivalents, RSUs, performance shares, other incentive awards, SARs, and cash awards. Certain awards under the Inducement Plan may provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards. All awards under the Inducement Plan will be set forth in award agreements, which will detail all terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations. Awards other than cash awards generally will be settled in shares of our Common Stock, but the plan administrator may provide for cash settlement of any award. A brief description of each award type follows.
| • |
Stock Options . Stock options provide for the purchase of shares of our Common Stock in the future at an exercise price set on the grant date. The term of a stock option may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to stock options and may include continued service, performance and/or other conditions. |
| • |
SARs . SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The exercise price of a SAR may not be less than 100% of the fair market value of the underlying share on the date of grant (except with respect to certain substitute SARs granted in connection with a corporate transaction) and the term of a SAR may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to SARs and may include continued service, performance, and/or other conditions. |
35
Table of Contents
| • |
Restricted Stock . Restricted stock is an award of nontransferable shares of our Common Stock that remain forfeitable unless and until specified conditions are met, and which may be subject to a purchase price. Dividends with respect to restricted stock will only be paid to the extent that the vesting conditions of the underlying award are satisfied. |
| • |
RSUs . RSUs are contractual promises to deliver shares of our Common Stock in the future, which may also remain forfeitable unless and until specified conditions are met, and may be accompanied by the right to receive the equivalent value of dividends paid on shares of our Common Stock prior to the delivery of the underlying shares. Delivery of the shares underlying RSUs may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral. Conditions applicable to RSUs may be based on continuing service, the attainment of performance goals, and/or such other conditions as the plan administrator may determine. |
| • |
Other Stock or Cash -Based Awards . Other stock or cash-based awards of cash, fully vested shares of our Common Stock, and other awards valued wholly or partially by referring to, or otherwise based on, shares of our Common Stock may be granted under the Inducement Plan. Other stock or cash-based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of base salary, bonus, fees, or other cash compensation otherwise payable to any individual who is eligible to receive awards. |
| • |
Dividend Equivalents . Dividend equivalents represent the right to receive the equivalent value of dividends paid on shares of our Common Stock and may be granted alone or in tandem with awards other than stock options or SARs. Dividend equivalents are credited as of dividend record dates during the period between the date an award is granted and the date such award vests, is exercised, is distributed, or expires, as determined by the plan administrator. Dividend equivalents will only be paid to the extent that the vesting conditions of the underlying award are satisfied. |
Performance Awards
Performance awards include any of the foregoing awards that are granted subject to vesting and/or payment based on the attainment of specified performance goals or other criteria the plan administrator may determine, which may or may not be objectively determinable. Performance criteria upon which performance goals are established by the plan administrator may include but are not limited to: (1) net earnings (either before or after one or more of the following: (a) interest, (b) taxes, (c) depreciation, (d) amortization and (e) non-cash equity-based compensation expense); (2) gross or net sales or revenue; (3) net income (either before or after taxes); (4) adjusted net income; (5) operating earnings or profit; (6) cash flow (including, but not limited to, operating cash flow, and free cash flow); (7) return on assets; (8) return on capital; (9) return on stockholders’ equity; (10) total stockholder return; (11) return on sales; (12) gross or net profit or operating margin; (13) costs; (14) funds from operations; (15) expenses; (16) working capital; (17) earnings per share; (18) adjusted earnings per share; (19) price per share of Common Stock; (20) regulatory achievements or compliance; (21) implementation or completion of critical projects; (22) market share; (23) economic value; (24) debt levels or reduction; (25) sales-related goals; (26) comparisons with other stock market indices; (27) operating efficiency; (28) employee satisfaction; (29) financing and other capital raising transactions; (30) recruiting and maintaining personnel; and (31) year-end cash, any of which may be measured either in absolute terms for us or any operating unit of our company or as compared to any incremental increase or decrease or as compared to results of a peer group, or to market performance indicators or indices.
Certain Transactions
The plan administrator has broad discretion to take action under the Inducement Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits, and facilitate necessary or desirable changes in the event of certain transactions and events affecting our Common Stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations, and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with our stockholders
36
Table of Contents
known as “equity restructurings,” the plan administrator will make equitable adjustments to the Inducement Plan and outstanding awards. In the event of a change in control of our company (as defined in the Inducement Plan), to the extent that the surviving entity declines to continue, convert, assume, or replace outstanding awards, then all such awards will become fully vested and exercisable in connection with the transaction. Upon or in anticipation of a change of control, the plan administrator may cause any outstanding awards to terminate at a specified time in the future and give the participant the right to exercise such awards during a period of time determined by the plan administrator in its sole discretion. Individual award agreements may provide for additional accelerated vesting and payment provisions.
Foreign Participants, Claw-Back Provisions, Transferability, and Participant Payments
The plan administrator may modify award terms, establish subplans, and/or adjust other terms and conditions of awards, subject to the share limits described above, in order to facilitate grants of awards subject to the laws and/or stock exchange rules of countries outside of the United States. All awards will be subject to the provisions of any claw-back policy implemented by our company to the extent set forth in such claw-back policy and/or in the applicable award agreement. With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the Inducement Plan are generally non-transferable prior to vesting, and are exercisable only by the participant. With regard to tax withholding, exercise price, and purchase price obligations arising in connection with awards under the Inducement Plan, the plan administrator may, in its discretion, accept cash or check, shares of our Common Stock that meet specified conditions, a “market sell order,” or such other consideration as it deems suitable.
Stockholder Approval; Plan Amendment and Termination
Pursuant to applicable stock exchange rules, stockholder approval of the Inducement Plan was not required as a condition of the effectiveness of the Inducement Plan. Our Compensation Committee may amend or terminate the Inducement Plan at any time. Stockholder approval is not required for any amendment that “reprices” any stock option or SAR, or cancels any stock option or SAR in exchange for cash, or another award when the option or SAR price per share exceeds the fair market value of the underlying shares.
37
Table of Contents
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information known to us with respect to beneficial ownership of our Common Stock as of April 4, 2025 for (i) each director (each of whom is a nominee), (ii) each beneficial owner of 5% or greater of our Common Stock, (iii) our NEOs, and (iv) all current executive officers and directors as a group.
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. Shares subject to options and restricted stock units that are currently vested or vest within 60 days following April 4, 2025, and shares of Class X Common Stock, are deemed to be outstanding and beneficially owned by the person holding those securities for the purpose of computing share and percentage ownership of that person, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. Does not include shares subject to RSUs granted to a director who has deferred the settlement of such RSUs into shares under our Deferred Compensation Plan for directors. The percentage of shares beneficially owned is based on 4,270,071 shares of Class A Common Stock and 2,729,003 shares of Class X Common Stock outstanding as of April 4, 2025. Except as affected by applicable community property laws or as otherwise noted in the footnotes, all persons listed have sole voting and investment power for all shares shown as beneficially owned by them.
|
Name and Address of Beneficial Owner |
Class A
Common Stock (1) |
Percentage
of Class |
Class X
Common Stock |
Percentage
of Class |
Combined
Voting Power (2) |
|||||||||||||||
|
Named Executive Officers and Directors |
||||||||||||||||||||
|
Carl Daikeler (3) |
2,592,110 | 37.8 | % | 2,576,991 | 94.4 | % | 81.7 | % | ||||||||||||
|
Mark Goldston (4) |
119,416 | * | — | — | * | |||||||||||||||
|
Marc Suidan (5) |
13,771 | * | — | — | * | |||||||||||||||
|
Michael Neimand (6) |
13,754 | * | — | — | * | |||||||||||||||
|
Kathy Vrabeck (7) |
68,110 | 1.6 | % | — | — | * | ||||||||||||||
|
Mary Conlin |
8,872 | * | — | — | * | |||||||||||||||
|
Kristin Frank |
4,655 | * | — | — | * | |||||||||||||||
|
Michael Heller |
87,156 | 2.0 | % | — | — | * | ||||||||||||||
|
Ann Lundy |
2,666 | * | — | — | * | |||||||||||||||
|
Kevin Mayer |
35,122 | * | — | — | * | |||||||||||||||
|
John Salter (8) |
8,872 | * | — | — | * | |||||||||||||||
|
Ben Van de Bunt (9) |
12,231 | * | — | — | * | |||||||||||||||
|
All Executive Officers and Directors as a Group
|
2,924,412 | 41.8 | % | 2,576,991 | 94.4 | % | 82.3 | % | ||||||||||||
|
Five Percent Stockholders |
||||||||||||||||||||
|
Raine Entities (11) |
675,398 | 15.8 | % | — | — | 2.1 | % | |||||||||||||
|
Jon Congdon (12) |
238,093 | 5.6 | % | — | — | * | ||||||||||||||
| + |
Unless otherwise noted, the business address for each of the following entities or individuals is c/o The Beachbody Company, 400 Continental Blvd., 4 th Floor, El Segundo, CA 90245. |
| * |
Means less than 1%. |
| (1) |
Based on 4,270,071 shares of Class A Common Stock outstanding as of April 4, 2025, plus for each person, the stock options and RSUs held by that person that are currently vested or will vest within 60 days of April 4, 2025, and for Mr. Daikeler, the shares of Class X Common Stock beneficially owned by him. These rights to acquire Class A Common Stock are deemed to be outstanding shares of Class A Common Stock in calculating the total beneficial ownership and percentage of beneficial ownership of an individual (and the group) but are not deemed to be outstanding as to any other person. |
| (2) |
Based on 4,270,071 shares of Class A Common Stock and 2,729,003 shares of Class X Common Stock outstanding as of April 4, 2025, and the shares of Class A Common Stock and Class X Common Stock held by such person (or group) on April 4, 2025 exclusive of any stock options or RSUs outstanding on April 4, 2025. Each share of our Class A Common Stock outstanding on the record date is entitled to one vote per |
38
Table of Contents
| share and each share of our Class X Common Stock outstanding on the record date is entitled to ten votes per share, for a total of 31,560,101 votes that may be cast as of the record date. |
| (3) |
Represents 2,576,991 shares of Class X Common Stock that are convertible into Class A Common Stock on a one-for-one basis and 15,119 shares of Class A Common Stock subject to options that are currently vested or will vest within 60 days following April 4, 2025. |
| (4) |
Represents 119,416 shares of Class A Common Stock subject to options that are currently vested or will vest within 60 days following April 4, 2025. |
| (5) |
Class A Common Stock ownership is based on information known as of August 15, 2024, which was Mr. Suidan’s last day of employment with us. |
| (6) |
Class A Common Stock ownership is based on information known as of October 11, 2024, which was Mr. Neimand’s last day of employment with us. |
| (7) |
Represents 44,730 shares of Class A Common Stock and 23,380 shares of Class A Common Stock subject to options that are currently vested. Class A Common Stock ownership is based on information known as of April 1, 2025, which was Ms. Vrabeck’s last day of employment with us. |
| (8) |
Mr. Salter has assigned his rights, title and interests in certain shares to the Raine Group. See Footnote 11. |
| (9) |
Represents 8,872 shares of Class A Common Stock and 3,359 shares of Class A Common Stock subject to options that are currently vested or will vest within 60 days following April 4, 2025. |
| (10) |
Includes 2,576,991 shares of Class X Common Stock that are convertible into Class A Common Stock on a one-for-one basis and 142,606 shares of Class A Common Stock subject to options that are currently vested or will vest within 60 days following April 4, 2025. |
| (11) |
Based on information reported on an amendment to Schedule 13D/A filed with the SEC on November 8, 2024 reporting beneficial ownership as of November 4, 2024 by RPIII Rainsanity LP, a Delaware limited partnership (“Rainsanity”), RPIII Rainsanity Co-Invest 1 LLC, a Delaware limited liability company (“RPIII Co-Invest 1”), RPIII Corp SPV Management LLC, a Delaware limited liability company (“SPV Management”), RPIII Corp Aggregator LP, a Delaware limited partnership (“Corp Aggregator”); Raine Associates III Corp (“AIV 2”) GP LP, a Cayman Islands limited partnership (“Raine Associates”); Raine Management LLC, a Delaware limited liability company (“Raine Management”), The Raine Group LLC, a Delaware limited liability company (“The Raine Group”), and Raine Holdings LLC, a Delaware limited liability company (“Raine Holdings”). Represents 671,067 shares of Class A Common Stock held by Rainsanity and 4,331 shares of Class A Common Stock held by John Salter. SPV Management is the general partner of Rainsanity. Corp Aggregator is the sole manager of SPV Management. Raine Associates is the general partner of Corp Aggregator and RPIII Co-Invest 1’s manager. Raine Management is the general partner of Raine Associates. Raine Group is the manager of Raine Management. Raine Holdings is the majority member of Raine Group. John Salter has assigned all rights, title, and interest in his grants of equity and resulting shares for his service as a director of the Company, to Raine Group or its affiliates. Each of Raine Group and Raine Holdings report shared voting and dispositive power over, and may be deemed to beneficially own, all of the reported shares. Each of Raine Associates and Raine Management report shared voting and dispositive power over, and may be deemed to beneficially own, the shares of Class A Common Stock held by Rainsanity and RPIII Co-Invest 1. Each of SPV Management and Corp Aggregator report shared voting and dispositive power over, and may be deemed to beneficially own, the shares of Class A Common Stock held by Rainsanity. Each of these entities has expressly disclaimed beneficial ownership of the shares other than those shares held of record by such entity. The principal office and business address of each entity is 65 East 55 th Street, 24 th Floor, New York, NY 10022. |
| (12) |
Based on information reported on an amendment to Schedule 13D/A filed with the SEC by Mr. Congdon on May 15, 2024 reporting ownership as of May 13, 2024. The business address of Mr. Congdon, is c/o Rockefeller Capital Management, 321 Broadway, Suite 300 Saratoga Springs, NY 12866-4110. |
39
Table of Contents
DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Exchange Act requires our executive officers and directors and persons who beneficially own more than 10% of our Common Stock to file initial reports of beneficial ownership and reports of changes in beneficial ownership with the SEC. Such persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms filed by such person.
Based solely on our review of such forms furnished to us, and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and greater-than-10% stockholders during the fiscal year ended December 31, 2024, were satisfied.
40
Table of Contents
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Since January 1, 2024, there has not been, nor is there any proposed transaction in which we were or will be a party or in which we were or will be a participant, involving an amount that exceeded or will exceed $120,000 and in which any director, executive officer, beneficial owner of more than 5% of any class of our voting securities, or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than the compensation arrangements and other agreements and transactions which are described in “Executive and Director Compensation” section and the transactions described below.
Legal Services with Cozen O’Connor
Michael Heller, a minority shareholder and member of the Board of Directors is also a shareholder and Chief Executive Officer of a law firm, Cozen O’Connor P.C., that provides legal services to the Company. Total payments to Cozen O’Connor were $0.7 million during the year ended December 31, 2024. The Company did not have any accounts payable related to the firm as of December 31, 2024.
Payments under Royalty Agreement
The Company has a royalty agreement with a company related to Carl Daikeler, our controlling stockholder and Chief Executive Officer. The company related to Mr. Daikeler assisted us with the development of several products and receives royalties based on the sales of these products. Total payments to the company related to Mr. Daikeler were approximately $0.4 million for the year ended December 31, 2024. As of December 31, 2024, there was approximately $0.2 million to the company related to Mr. Daikeler pursuant to the royalty agreement.
Indemnification Agreements
We have entered into indemnification agreements with each of our directors and executive officers. These indemnification agreements, our certificate of incorporation and our bylaws require us to indemnify our directors to the fullest extent not prohibited by Delaware law. Subject to certain limitations, our bylaws also require us to advance expenses incurred by our directors and officers.
Policies and procedures for related party transactions
We have adopted a related-party transaction policy setting forth the policies and procedures for the review and approval or ratification of transactions involving us and “related persons.” For the purposes of this policy, “related persons” includes our executive officers and directors or their immediate family members, stockholders owning five percent or more of our outstanding Common Stock and their immediate family members and entities in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a ten percent or greater beneficial ownership interest.
The policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our audit committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction with an unrelated party and the extent of the related person’s interest in the transaction. All related-party transactions may only be consummated if our audit committee has approved or ratified such transaction in accordance with the guidelines set forth in the policy. Any member of the audit committee who is a related person with respect to a transaction under review will not be permitted to participate in the deliberations or vote respecting approval or ratification of the transaction. However, such director may be counted in determining the presence of a quorum at a meeting of the audit committee that considers the transaction.
41
Table of Contents
PROPOSAL 3: ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION
| ✓ |
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE COMPENSATION OF OUR NEOs. |
As required by Section 14A(a)(1) of the Exchange Act, the below resolution enables our stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers (also referred to as “NEOs”) as disclosed in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal (the “Say-On-Pay Vote”), gives our stockholders the opportunity to express their views on our NEOs’ compensation. The Say-on-Pay Vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement. The Board has determined, consistent with the feedback from our stockholders, that we will hold this vote every year.
We encourage our stockholders to review the “Executive and Director Compensation” section of this Proxy Statement for more information.
As an advisory approval, this proposal is not binding upon us or our Board. However, the Compensation Committee, which is responsible for the design and administration of our executive compensation program, values the opinions of our stockholders expressed through your vote on this proposal. The Board and Compensation Committee will consider the outcome of this vote in making future compensation decisions for our NEOs. Accordingly, we ask our stockholders to vote FOR the following resolution at the annual meeting:
“RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Executive Director Compensation section of our Annual Proxy Statement, compensation tables and narrative discussion is hereby APPROVED.”
Required Vote
Adoption of this proposal requires the affirmative vote of the majority of the votes cast (meaning the number of shares voted “for” a proposal must exceed the number of shares voted “against” such proposal). Abstentions and broker non-votes are not considered votes cast for the foregoing purpose, and will have no effect on the vote for this proposal.
The Say-on-Pay Vote is not binding on us, the Board or the Compensation Committee. The vote on this proposal will, therefore, not affect any compensation already paid or awarded to any NEO and will not overrule any decisions previously made by the Board or the Compensation Committee. Because we highly value the opinions of our stockholders, our Board and Compensation Committee will consider the results of the Say-on-Pay Vote when making future executive compensation decisions as they deem appropriate.
Recommendation of the Board of Directors
Our Board of Directors unanimously recommends that the stockholders vote “ FOR ” the approval, on an advisory (non-binding) basis, of the compensation of our NEOs, as disclosed in this Proxy Statement.
|
Advisory approval of the Company’s executive compensation |
✓ | OUR BOARD RECOMMENDS YOU VOTE “FOR” THE ADVISORY APPROVAL OF THE COMPENSATION OF OUR NEOS |
42
Table of Contents
STOCKHOLDER PROPOSALS
Stockholders may present proposals for action at a future meeting only if they comply with the requirements of the proxy rules established by the SEC and our bylaws. Pursuant to Rule 14a-8 under the Exchange Act, stockholder proposals that are intended to be presented at our 2026 annual meeting of stockholders and included in the proxy statement, form of proxy and other proxy solicitation materials related to that meeting must be received by us no later than December 24, 2025. Stockholders are also advised to review our bylaws, which contain additional advance notice requirements, including requirements with respect to advance notice of stockholder proposals and director nominations. Under our bylaws, the deadline for submitting a stockholder proposal outside of Rule 14a-8 or a nomination for director that you intend to present at our 2026 annual meeting of stockholders is not later than the close of business on the 90th day (March 6, 2026), nor earlier than the 120th day (February 4, 2026) prior to the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for on a date that is not more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder must be so received not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the date on which public announcement of the date of such meeting is first made.
In addition to satisfying the foregoing requirements under the company’s bylaws, to comply with the universal proxy rules (once they become effective), stockholders who intend to solicit proxies in support of director nominees other than the company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 5, 2026. In connection with our annual meeting of stockholders in 2026, we intend to file a proxy statement and a WHITE proxy card with the SEC in connection with our solicitation of proxies for that meeting.
Stockholder proposals must be in writing and should be addressed to our Corporate Secretary, Jonathan Gelfand, at our principal executive offices at 400 Continental Blvd., Suite 400, El Segundo, California 90245. It is recommended that stockholders submitting proposals direct them to our Secretary and utilize certified mail, return receipt requested in order to provide proof of timely receipt. The Chairman of the Annual Meeting reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements, including conditions set forth in our bylaws and conditions established by the SEC.
43
Table of Contents
STOCKHOLDERS SHARING THE SAME LAST NAME AND ADDRESS
To reduce the expense of delivering duplicate proxy materials to stockholders who may have more than one account holding our stock but sharing the same address, we have adopted a procedure approved by the SEC called “householding.” Under this procedure, certain stockholders of record who have the same address and last name, and who do not participate in electronic delivery of proxy materials, will receive only one copy of our Proxy Statement and Annual Report and, as applicable, any additional proxy materials that are delivered until such time as one or more of these stockholders notifies us that they want to receive separate copies. This procedure reduces duplicate mailings and saves printing costs and postage fees, as well as natural resources. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.
If you receive a single set of proxy materials as a result of householding, and you would like to have separate copies of our annual report and other proxy materials mailed to you, please submit a written request to our Corporate Secretary, Jonathan Gelfand, c/o The Beachbody Company, Inc., 400 Continental Blvd., Suite 400, El Segundo, California 90245, or email our Investor Relations at IR@BODi.com, and we will promptly send you what you have requested. You can also contact our Corporate Secretary or Investor Relations if you received multiple copies of the annual meeting materials and would prefer to receive a single copy in the future, or if you would like to opt out of householding for future mailings.
44
Table of Contents
AVAILABLE INFORMATION
We are subject to the informational requirements of the Exchange Act, and, in accordance therewith, file reports and other information with the SEC. The SEC maintains an Internet site that contains our reports, proxies and information statements that we have filed electronically with the SEC at http://www.sec.gov. The information contained on our website, other than this Proxy Statement, is not considered proxy solicitation material and is not incorporated by reference herein.
A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2024 (INCLUDING FINANCIAL STATEMENTS AND SCHEDULES THERETO), WHICH WE FILED WITH THE SEC ON MARCH 28, 2025, WILL BE PROVIDED WITHOUT CHARGE TO ANY PERSON TO WHOM THIS PROXY STATEMENT IS MAILED UPON THE WRITTEN REQUEST OF ANY SUCH PERSON TO C/O CORPORATE SECRETARY, JONATHAN GELFAND, THE BEACHBODY COMPANY, INC., 400 CONTINENTAL BLVD, SUITE 400, EL SEGUNDO, CALIFORNIA 90245. THE SHARE OWNERSHIP OF THE STOCKHOLDER SUBMITTING THE STOCKHOLDER PROPOSAL MAY BE OBTAINED BY USING THE CONTACT INFORMATION ABOVE.
45
Table of Contents
OTHER MATTERS
We do not know of any business, other than as described in this Proxy Statement that should be considered at the Annual Meeting. If any other matters should properly come before the Annual Meeting, it is the intention of the persons named in the accompanying form of proxy to vote the proxies held by them in accordance with their best judgment.
To assure the presence of the necessary quorum and to vote on the matters to come before the Annual Meeting, please indicate your choices on the enclosed proxy and date, sign, and return it promptly in the envelope provided. The signing of a proxy by no means prevents you from attending and voting at the Annual Meeting.
| By order of the Board of Directors, |
|
/s/ Jonathan Gelfand
|
| Jonathan Gelfand |
| Corporate Secretary |
|
April 23, 2025 |
46
Table of Contents
Your vote
P.O. BOX 8016, CARY, NC 27512-9903 matters!
Have your ballot ready and please use one of the methods below for easy voting:
Your control number
Have the 12 digit control number located in the box above available when you access the website and follow the instructions.
The Beachbody Company, Inc. Internet:
www.proxypush.com/BODI
• Cast your vote online
• Have your Proxy Card ready
• Follow the simple instructions to record your vote
For Stockholders of record as of April 4, 2025 Phone: Wednesday, June 4, 2025 8:30 AM, Pacific Time
1-866-750-0049
Annual Meeting to be held live via the internet—please visit • Use any touch-tone telephone
• Have your Proxy Card ready www.proxydocs.com/BODI for more details. • Follow the simple recorded instructions
Mail:
• Mark, sign and date your Proxy Card
• Fold and return your Proxy Card in the postage-paid
YOUR VOTE IS IMPORTANT! envelope provided PLEASE VOTE BY: 8:30 AM, Pacific Time, June 4, 2025. Virtual:
You must register to attend the meeting by June 3, 2025 5:00PM PT online at
This proxy is being solicited on behalf of the Board of Directors www.proxydocs.com/BODI
The undersigned hereby appoints Jonathan Gelfand, Corporate Secretary (the “Named Proxy”), as the true and lawful attorney of the undersigned, with full power of substitution and revocation, and authorizes him, to vote all the shares of capital stock of The Beachbody Company, Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof.
You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE
Copyright © 2025 BetaNXT, Inc. or its affiliates. All Rights Reserved
Table of Contents
The Beachbody Company, Inc. Annual Meeting of Stockholders
Please make your marks like this:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR ON PROPOSALS 1, 2 AND 3
BOARD OF DIRECTORS
PROPOSAL YOUR VOTE RECOMMENDS
1. Election of nine nominees named in the proxy statement to serve on the Board of Directors.
FOR WITHHOLD
1.01 Mary Conlin FOR
1.02 Carl Daikeler FOR
1.03 Kristin Frank FOR
1.04 Mark Goldston FOR
1.05 Michael Heller FOR
1.06 Ann Lundy FOR
1.07 Kevin Mayer FOR
1.08 John Salter FOR
1.09 Ben Van de Bunt FOR
FOR AGAINST ABSTAIN
2. Ratification of the appointment of Deloitte Touche LLP as the independent registered FOR publicaccounting firm of the Company for the fiscal year ending December 31, 2025.
3. Advisory approval of the Company’s executive compensation. FOR
Any other business which may properly come before the annual meeting or any adjournment orpostponement. In addition to the business to be transacted as described above, management will speak on our developments of the past year and respond to questions of general interest tostockholders.
You must register to attend the meeting by
June 3, 2025 5:00PM PT online at www.proxydocs.com/BODI
Authorized Signatures—Must be completed for your instructions to be executed.
Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form.
Signature (and Title if applicable) Date Signature (if held jointly) Date