PLANET FITNESS, INC., DEFR14A filed on 3/28/2025
Revised Proxy Soliciting Materials (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEFR14A
Amendment Flag true
Amendment Description EXPLANATORY NOTEThis Amendment No. 2 (the “Amendment No. 2”) amends Planet Fitness, Inc.’s (the “Company” or “we”) Definitive Proxy Statement, filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2025, as amended by Amendment No. 1 filed with the SEC on March 27, 2025 (the “Proxy Statement”). The purpose of this Amendment No. 2 is to correct the characterization of Proposal 6 to reflect that it is a “routine” matter. The Proxy Statement stated that Proposal 6 was a “non-routine” matter. However, the New York Stock Exchange (the “NYSE”) has since advised the Company that it has determined Proposal 6 is a “routine” matter under NYSE rules. We have also corrected the voting standard stated in Proposal 7 to reflect that the proposal will be approved if a majority of the votes cast affirmatively or negatively on the matter are cast “for” the proposal and that abstentions and broker non-votes will have no effect on the outcome of Proposal 7. Except as revised by the information contained in this Amendment No. 2, including the correction of certain typographical errors, there are no other modifications or amendments to the Proxy Statement.
Entity Information [Line Items]  
Entity Registrant Name Planet Fitness, Inc.
Entity Central Index Key 0001637207
v3.25.1
Pay vs Performance Disclosure - USD ($)
 4 Months Ended 5 Months Ended 7 Months Ended 8 Months Ended 12 Months Ended
Dec. 31, 2023
Jun. 09, 2024
Dec. 31, 2024
Sep. 14, 2023
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure                  
Pay vs Performance Disclosure, Table        
Year
Summary Compensation Table
Total for PEO($)(1)
Compensation Actually
Paid to PEO($)(2)
Average Summary Compensation Table Total for Non-PEO NEOs
($)(3)
Average Compensation Actually Paid to Non-PEO NEOs
($)(4)
Value of Initial Fixed $100 Investment based on:
Net Income (loss) (in thousands)
($)(7)
Adjusted EBITDA (in thousands)
($)(8)
KeatingBensonRondeauKeatingBensonRondeau
Total Stockholder Return
($)(5)
Peer Group Total Stockholder Return
($)(6)
202410,980,272 284,507 — 14,730,499 324,115 — 1,193,539 1,703,606 132.39125.31174,243 487,710 
2023— 232,774 5,691,513 — 218,733 (5,287,218)2,124,369 1,671,381 97.7598.62147,035 435,376 
2022— — 5,644,947 — — 3,968,988 1,073,495 338,939 105.5283.90110,456 365,834 
2021— — 9,272,049 — — 11,946,934 2,079,985 2,429,979 121.29110.7546,122 222,310 
2020— — 3,717,285 — — 905,478 968,084 709,662 103.9589.54(15,204)118,841 
        
Company Selected Measure Name         Adjusted EBITDA        
Named Executive Officers, Footnote         Represents the total from the Summary Compensation Table for Mr. Rondeau for the years 2020-2023, for Gov. Benson for the years 2023-2024 and for Ms. Keating for 2024. In 2020, Mr. Rondeau’s salary was reduced and his annual bonus was not paid as a result of the COVID-19 pandemic. Mr. Rondeau served as our PEO during the periods reflected in this table from January 1, 2020 until September 15, 2023. Gov. Benson served as our PEO from September 15, 2023 until June 10, 2024. Ms. Keating served as our PEO from June 10, 2024 through December 31, 2024. In 2023, severance was paid to Mr. Rondeau pursuant to the terms of the Severance Policy.Represents the average total from the Summary Compensation Table in each applicable year for the Non-PEO NEOs, which are comprised of: for 2024: Messrs. Stasz, Bode and Fitzgerald, and Ms. Simmons; for 2023: Messrs. Hymes, Fitzgerald and Bode, and Ms. Simmons; for 2022: Messrs. Fitzgerald and Bode, Ms. Simmons, Dorvin Lively and Jeremy Tucker; for 2021: Messrs. Lively, Fitzgerald, Bode and Tucker; and for 2020: Messrs. Lively, Fitzgerald, Tucker, and Craig Miller. In 2023, severance was paid to Mr. Hymes pursuant to the terms of the Severance Policy. In 2022, Messrs. Lively and Tucker did not receive annual bonuses, and severance was paid to Mr. Tucker pursuant to the terms of the Severance Policy. In 2020, salaries were reduced and annual bonuses were not paid as a result of the COVID-19 pandemic.        
Adjustment To PEO Compensation, Footnote         Represents the amount of compensation actually paid to Mr. Rondeau for the years 2020-2023 to Gov. Benson for the years 2023-2024, and to Ms. Keating for 2024, as computed in accordance with Item 402(v) of Regulation S-K. The chart below details the additions to and deductions from the Summary Compensation Table totals to calculate the compensation actually paid amounts. In 2023, Mr. Rondeau forfeited portions of his unvested equity awards as a result of his separation from the Company.
In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the applicable PEO’s total compensation for each year to determine the compensation actually paid to her or him for the relevant year:
Keating
YearSummary Compensation Table Total for PEO
($)
Fair value of equity awards granted from Summary Compensation Table
($)(1)
Fair value of current year equity awards at year-end
($)(2)
Change in fair value of prior years’ awards unvested at fiscal year-end
($)(2)
Change in fair value of prior years’ awards that vested in current fiscal year
($)(2)
Forfeitures of prior year awards fair value
($)(2)
Compensation Actually Paid to PEO
($)
202410,980,272 (9,417,675)13,167,902 — — — 14,730,499 
Benson
YearSummary Compensation Table Total for PEO
($)
Fair value of equity awards granted from Summary Compensation Table
($)(1)
Fair value of current year equity awards at year-end
($)(2)
Change in fair value of prior years’ awards unvested at fiscal year-end
($)(2)
Change in fair value of prior years’ awards that vested in current fiscal year
($)(2)
Forfeitures of prior year awards fair value
($)(2)
Compensation Actually Paid to PEO
($)
2024284,507 (102,073)141,681 — — — 324,115 
2023232,774 (115,000)100,959 — — — 218,733 
Rondeau
YearSummary Compensation Table Total for PEO
($)
Fair value of equity awards granted from Summary Compensation Table
($)(1)
Fair value of current year equity awards at year-end
($)(2)
Change in fair value of prior years’ awards unvested at fiscal year-end
($)(2)
Change in fair value of prior years’ awards that vested in current fiscal year
($)(2)
Forfeitures of prior year awards fair value
($)(2)
Compensation Actually Paid to PEO
($)
20235,691,513 (3,670,001)592,760 (361,082)(649,001)(6,891,407)(5,287,218)
20225,644,947 (3,486,501)3,331,394 (986,978)(533,874)— 3,968,988 
20219,272,049 (5,809,811)6,994,560 1,092,643 397,493 — 11,946,934 
20203,717,285 (2,997,000)2,941,909 197,648 (2,954,364)— 905,478 
(1)Represents the grant date fair value of equity-based awards granted each year as reported in the “Stock Awards” and “Option Awards” column of the Summary Compensation Table for the applicable year.
(2)Reflects the value of equity calculated in accordance with the SEC methodology for determining compensation actually paid for each period presented. The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. The valuation assumptions used to calculate the fair values of options, restricted stock units, and performance share units include the stock price as of the applicable measuring date and, in the case of performance share units, the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by the compensation committee as
of the applicable vesting date). Otherwise, the valuation assumptions used to calculate fair values did not materially differ from those used in our disclosures of fair value as of the grant date.
        
Non-PEO NEO Average Total Compensation Amount         $ 1,193,539 $ 2,124,369 $ 1,073,495 $ 2,079,985 $ 968,084
Non-PEO NEO Average Compensation Actually Paid Amount         $ 1,703,606 1,671,381 338,939 2,429,979 709,662
Adjustment to Non-PEO NEO Compensation Footnote         Represents the average amount of compensation actually paid to the Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The chart below details the additions to and deductions from the Summary Compensation Table totals to calculate the compensation actually paid amounts. In 2023, Mr. Hymes forfeited portions of his unvested equity awards as a result of his separation from the Company. In 2022, Messrs. Lively and Tucker forfeited portions of their unvested prior year equity awards as a result of Mr. Lively’s retirement and Mr. Tucker’s separation from the Company.
In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs as a group for each year to determine the compensation actually paid:
YearSummary Compensation Table Total for Non-PEO NEOs
($)
Fair value of equity awards granted from Summary Compensation Table
($)(1)
Fair value of current year equity awards at year-end
($)(2)
Change in fair value of prior years’ awards unvested at fiscal year-end
($)(2)
Change in fair value of prior years’ awards that vested in current fiscal year
($)(2)
Forfeitures of prior year awards fair value
($)(2)
Compensation Actually Paid to Non-PEO NEOs
($)
20241,193,539 (410,679)632,867 250,857 37,022 — 1,703,606 
20232,124,369 (1,112,000)840,851 (70,204)(37,661)(73,974)1,671,381 
20221,073,495 (436,179)275,618 (18,902)25,452 (580,545)338,939 
20212,079,985 (892,298)1,073,811 127,536 40,945 — 2,429,979 
2020968,084 (481,125)431,966 28,357 (237,620)— 709,662 
(1)Represents the average grant date fair value of equity-based awards granted each year as reported in the “Stock Awards” and “Option Awards” column of the Summary Compensation Table for the applicable year.
(2)Reflects the average value of equity calculated in accordance with the SEC methodology for determining compensation actually paid for each period presented. The equity award adjustments for each applicable year include the same methodology described above for the PEO.
        
Compensation Actually Paid vs. Total Shareholder Return        
The following chart compares compensation actually paid to (i) the cumulative total return on $100 invested as of the end of fiscal year 2019 in the Company’s Class A common stock and (ii) the weighted cumulative total return on $100 invested as of the end of fiscal year 2019 for the PEJ, in each case, for the five most recently completed fiscal years:
9687
        
Compensation Actually Paid vs. Net Income        
The following chart sets forth the relationship between compensation actually paid to our PEO, the average of compensation actually paid to our Non-PEO NEOs, and our net income (loss) during the five most recently completed fiscal years:
7804
        
Compensation Actually Paid vs. Company Selected Measure        
The following chart sets forth the relationship between compensation actually paid to our PEO, the average of compensation actually paid to our Non-PEO NEOs, and our Adjusted EBITDA during the five most recently completed fiscal years:
8042
(1)Adjusted EBITDA represents net income (loss) before interest, taxes, depreciation and amortization, adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing performance of the Company’s core operations. For a discussion of Adjusted EBITDA and a reconciliation of GAAP net income (loss) to Adjusted EBITDA, see Appendix D.
        
Total Shareholder Return Vs Peer Group        
The following chart compares compensation actually paid to (i) the cumulative total return on $100 invested as of the end of fiscal year 2019 in the Company’s Class A common stock and (ii) the weighted cumulative total return on $100 invested as of the end of fiscal year 2019 for the PEJ, in each case, for the five most recently completed fiscal years:
9687
        
Tabular List, Table        
The performance metrics listed below represent the most important metrics we use to link compensation actually paid to our named executive officers for 2024 to the Company’s performance:
•Adjusted EBITDA (our Company Selected Measure under Item 402(v) of Regulation S-K)
•Adjusted net income per share, diluted
•System wide same club sales
As further described above under “Executive Compensation – Compensation Discussion and Analysis,” our variable compensation includes annual incentives based, in part, on achievement of Adjusted EBITDA performance goals and performance share units are based on our adjusted net income per share, diluted. Stock options granted in prior years only have value if the price of our Class A common stock appreciates after grant.
        
Total Shareholder Return Amount         $ 132.39 97.75 105.52 121.29 103.95
Peer Group Total Shareholder Return Amount         125.31 98.62 83.90 110.75 89.54
Net Income (Loss)         $ 174,243,000 $ 147,035,000 $ 110,456,000 $ 46,122,000 $ (15,204,000)
Company Selected Measure Amount         487,710,000 435,376,000 365,834,000 222,310,000 118,841,000
PEO Name Gov. Benson Gov. Benson Ms. Keating Mr. Rondeau     Mr. Rondeau Mr. Rondeau Mr. Rondeau
Additional 402(v) Disclosure        
As required by Item 402(v) of Regulation S-K, we are providing the following disclosure regarding the relationship between executive compensation actually paid and certain financial performance of the Company for our principal executive officer (“PEO”) and our named executive officers other than our PEO (“Non-PEO NEOs”) for the fiscal years listed below. The compensation committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For further information concerning the Company’s core compensation objectives, refer to “Executive Compensation – Compensation Discussion and Analysis” above.
Year
Summary Compensation Table
Total for PEO($)(1)
Compensation Actually
Paid to PEO($)(2)
Average Summary Compensation Table Total for Non-PEO NEOs
($)(3)
Average Compensation Actually Paid to Non-PEO NEOs
($)(4)
Value of Initial Fixed $100 Investment based on:
Net Income (loss) (in thousands)
($)(7)
Adjusted EBITDA (in thousands)
($)(8)
KeatingBensonRondeauKeatingBensonRondeau
Total Stockholder Return
($)(5)
Peer Group Total Stockholder Return
($)(6)
202410,980,272 284,507 — 14,730,499 324,115 — 1,193,539 1,703,606 132.39125.31174,243 487,710 
2023— 232,774 5,691,513 — 218,733 (5,287,218)2,124,369 1,671,381 97.7598.62147,035 435,376 
2022— — 5,644,947 — — 3,968,988 1,073,495 338,939 105.5283.90110,456 365,834 
2021— — 9,272,049 — — 11,946,934 2,079,985 2,429,979 121.29110.7546,122 222,310 
2020— — 3,717,285 — — 905,478 968,084 709,662 103.9589.54(15,204)118,841 
Represents the cumulative total return on $100 invested in the Company’s Class A common stock as of the last day of public trading of the Company’s Class A common stock in fiscal year 2019 through the last day of public trading of the Company’s Class A common stock in the applicable fiscal year for which the cumulative total return is reported. The Company did not pay dividends for any of 2024, 2023, 2022, 2021 or 2020.Represents the cumulative total return on $100 invested as of the last day of public trading in fiscal year 2019 through the last day of public trading in the applicable fiscal year for which the cumulative total return is reported. The peer group used for this purpose is the Invesco Dynamic Leisure & Entertainment ETF (“PEJ”), the same peer group used for purposes of Item 201(e) of Regulation S-K. The return of this index is calculated assuming reinvestment of dividends during the period presented.Represents net income (loss) disclosed in our Annual Report on Form 10-K for the years ended December 31, 2024, 2023, 2022, 2021 and 2020.
The cumulative total return of the Company’s Class A common stock at the end of fiscal year 2024 as compared to the end of fiscal year 2019 was $132.39 as compared to $125.31 for the peer group presented for this purpose (the PEJ).
The amount of compensation actually paid to our PEO and the average amount of compensation actually paid to the Non-PEO NEOs is generally aligned with the Company’s cumulative total stockholder return over the five years presented in the table. Compensation actually paid is significantly impacted by changes in our stock price due to the fact that long-term equity incentive awards generally comprise a substantial portion of our named executive officers’ compensation and compensation actually paid includes the change in fair value for all equity awards that were outstanding and unvested at year-end or awards that vested during the year.
        
Measure:: 1                  
Pay vs Performance Disclosure                  
Name         Adjusted EBITDA        
Non-GAAP Measure Description         Adjusted EBITDA represents net income (loss) before interest, taxes, depreciation and amortization, adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing performance of the Company’s core operations. For a discussion of Adjusted EBITDA and a reconciliation of GAAP net income (loss) to Adjusted EBITDA, see Appendix D.        
Measure:: 2                  
Pay vs Performance Disclosure                  
Name         Adjusted net income per share, diluted        
Measure:: 3                  
Pay vs Performance Disclosure                  
Name         System wide same club sales        
Ms. Keating [Member]                  
Pay vs Performance Disclosure                  
PEO Total Compensation Amount         $ 10,980,272        
PEO Actually Paid Compensation Amount         14,730,499        
Gov. Benson [Member]                  
Pay vs Performance Disclosure                  
PEO Total Compensation Amount         284,507 $ 232,774      
PEO Actually Paid Compensation Amount         324,115 218,733      
Mr. Rondeau [Member]                  
Pay vs Performance Disclosure                  
PEO Total Compensation Amount           5,691,513 $ 5,644,947 $ 9,272,049 $ 3,717,285
PEO Actually Paid Compensation Amount           (5,287,218) 3,968,988 11,946,934 905,478
PEO | Ms. Keating [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount         (9,417,675)        
PEO | Ms. Keating [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount         13,167,902        
PEO | Ms. Keating [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount         0        
PEO | Ms. Keating [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount         0        
PEO | Ms. Keating [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount         0        
PEO | Gov. Benson [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount         (102,073) (115,000)      
PEO | Gov. Benson [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount         141,681 100,959      
PEO | Gov. Benson [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount         0 0      
PEO | Gov. Benson [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount         0 0      
PEO | Gov. Benson [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount         0 0      
PEO | Mr. Rondeau [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount           (3,670,001) (3,486,501) (5,809,811) (2,997,000)
PEO | Mr. Rondeau [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount           592,760 3,331,394 6,994,560 2,941,909
PEO | Mr. Rondeau [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount           (361,082) (986,978) 1,092,643 197,648
PEO | Mr. Rondeau [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount           (649,001) (533,874) 397,493 (2,954,364)
PEO | Mr. Rondeau [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount           (6,891,407) 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount         (410,679) (1,112,000) (436,179) (892,298) (481,125)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount         632,867 840,851 275,618 1,073,811 431,966
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount         250,857 (70,204) (18,902) 127,536 28,357
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount         37,022 (37,661) 25,452 40,945 (237,620)
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount         $ 0 $ (73,974) $ (580,545) $ 0 $ 0
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
We generally grant annual equity-based awards in March of each year, in conjunction with our annual compensation review and approval process, although the exact timing may change from year to year. The compensation committee may also consider and approve interim grants at other times of the year for new hires and in connection with certain promotions, or grants made for retention or other purposes, from time to time based on business needs, changing compensation practices or other factors, in the discretion of the compensation committee. The compensation committee does not grant equity awards in anticipation of the release of material non-public information, and we have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation. In 2024, equity compensation for our named executive officers consisted solely of restricted stock units and performance share units; we did not grant stock options to our named executive officers in 2024.
Award Timing Method We generally grant annual equity-based awards in March of each year, in conjunction with our annual compensation review and approval process, although the exact timing may change from year to year.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered The compensation committee does not grant equity awards in anticipation of the release of material non-public information, and we have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true