PLANET FITNESS, INC., DEF 14A filed on 3/22/2023
Proxy Statement (definitive)
v3.23.1
Cover
12 Months Ended
Dec. 31, 2022
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Planet Fitness, Inc.
Entity Central Index Key 0001637207
v3.23.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]
Year
Summary Compensation Table Total for PEO($)(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) ($)(8)
Total Stockholder Return($)(5)
Peer Group Total Stockholder Return($)(6)
20225,644,947 3,968,988 1,073,495 338,939 105.5282.10110,456 365,834 
20219,272,049 11,946,934 2,079,985 2,429,979 121.29109.6146,122 222,310 
20203,717,285 905,478 968,084 709,662 103.9589.54(15,204)118,841 
   
Company Selected Measure Name Adjusted EBITDA    
Named Executive Officers, Footnote [Text Block] Represents the total from the Summary Compensation Table in each applicable year for Mr. Rondeau, who was the PEO for all three years reported in the table (2020-2022). In 2020, Mr. Rondeau’s salary was reduced and his annual bonus was not paid as a result of the COVID-19 pandemic.Represents the average total from the Summary Compensation Table in each applicable year for the Non-PEO NEOs, which are comprised of: for 2022: Messrs. Fitzgerald, Bode, Lively and Tucker and Ms. Simmons; for 2021: Messrs. Lively, Fitzgerald, Bode and Tucker; and for 2020: Messrs. Lively, Fitzgerald, Tucker, and Craig Miller. 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.    
PEO Total Compensation Amount $ 5,644,947 $ 9,272,049 $ 3,717,285
PEO Actually Paid Compensation Amount $ 3,968,988 11,946,934 905,478
Adjustment To PEO Compensation, Footnote [Text Block] Represents the amount of compensation actually paid to Mr. Rondeau, 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 accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Rondeau’s total compensation for each year to determine the compensation actually paid to him for the relevant year:
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($)(2)
Compensation Actually Paid to PEO($)
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 $ 1,073,495 2,079,985 968,084
Non-PEO NEO Average Compensation Actually Paid Amount $ 338,939 2,429,979 709,662
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] 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 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($)
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 Mr. Rondeau.
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
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 three most recently completed fiscal years:
plnt-20230322_g9.jpg
   
Compensation Actually Paid vs. Net Income [Text Block]
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 three most recently completed fiscal years:
plnt-20230322_g7.jpg
   
Compensation Actually Paid vs. Company Selected Measure [Text Block]
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 three most recently completed fiscal years:
plnt-20230322_g8.jpg
(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 A.
   
Total Shareholder Return Amount $ 105.52 121.29 103.95
Peer Group Total Shareholder Return Amount 82.10 109.61 89.54
Net Income (Loss) $ 110,456,000 $ 46,122,000 $ (15,204,000)
Company Selected Measure Amount 365,834,000 222,310,000 118,841,000
PEO Name Mr. Rondeau    
Additional 402(v) Disclosure [Text Block] 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 2022, 2021 or 2020.Represents the weighted cumulative total return on $100 invested as of the last day of public trading in fiscal year 2019 through the last day of public trading in the applicable fiscal year for which the cumulative total return is reported, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Invesco Dynamic Leisure & Entertainment ETF (“PEJ”), the same peer group used for purposes of Item 201(e) of Regulation S-K. The return of this index is calculated assuming reinvestment of dividends during the period presented. Represents net income (loss) disclosed in our Annual Report on Form 10-K for the years ended December 31, 2022, 2021 and 2020.    
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Non-GAAP Measure Description [Text Block] Adjusted EBITDA represents net income (loss) before interest, taxes, depreciation and amortization, adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing performance of the Company’s core operations. For a discussion of Adjusted EBITDA and a reconciliation of GAAP net income (loss) to Adjusted EBITDA, see Appendix A.    
PEO [Member] | Equity Awards Reported Value [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (3,486,501) $ (5,809,811) $ (2,997,000)
PEO [Member] | Equity Awards Granted in the Current Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 3,331,394 6,994,560 2,941,909
PEO [Member] | Equity Awards Granted in Prior Years, Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (986,978) 1,092,643 197,648
PEO [Member] | Equity Awards Granted in Prior Years, Vested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (533,874) 397,493 (2,954,364)
Non-PEO NEO [Member] | Equity Awards Reported Value [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (436,179) (892,298) (481,125)
Non-PEO NEO [Member] | Equity Awards Granted in the Current Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 275,618 1,073,811 431,966
Non-PEO NEO [Member] | Equity Awards Granted in Prior Years, Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (18,902) 127,536 28,357
Non-PEO NEO [Member] | Equity Awards Granted in Prior Years, Vested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 25,452 40,945 (237,620)
Non-PEO NEO [Member] | Equity Awards that Failed to Meet Vesting Conditions [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (580,545) $ 0 $ 0