| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 16, 2024, Planet Fitness, Inc. (the “Company”) announced the appointment of Colleen Keating, age 55, as Chief Executive Officer (“CEO”) of the Company, effective June 10, 2024 ( the “Effective Date”). Also on the Effective Date, Ms. Keating will join the Company’s Board of Directors (the “Board”), as a Class II director, to serve until the Company’s 2026 annual meeting of stockholders. Ms. Keating will succeed Gov. Craig Benson, the Company’s current Interim Chief Executive Officer and a member of the Board. Gov. Benson will resign as Interim Chief Executive Officer as of the Effective Date, but will continue to serve as a member of the Board. The Company thanks Gov. Benson for his service throughout the CEO transition process.
Ms. Keating most recently served as CEO of FirstKey Homes (“FirstKey”) since February 2020, currently the fourth largest single-family rental home property management company in the United States, where she led the strategic direction of the business, implemented significant brand-aligned digital strategies, helped drive platform cost reduction and improved the overall resident experience. Prior to joining FirstKey, Ms. Keating served as the Chief Operating Officer, Americas of InterContinental Hotels Group (“IHG”) from March 2018 until February 2020, where she oversaw the operations of more than 4,000 IHG hotels across the Americas region, overseeing franchisee performance support and company-managed hotel operations. Ms. Keating also previously served as Executive Vice President of Operations at Davidson Hotels & Resorts from January 2017 until March 2018. Earlier in her career, Ms. Keating spent 16 years with Starwood Hotels & Resorts Worldwide, Inc., serving in a variety of leadership positions of increasing responsibility, most recently as Senior Vice President of Franchise Operations and Compliance, North America and previously as Senior Vice President of Operations, North Region.
In connection with her appointment, Ms. Keating and the Company entered into an offer letter dated April 6, 2024, which sets forth the terms of her employment with the Company (the “Agreement”). Pursuant to the Agreement, Ms. Keating will receive an annual base salary of $1,000,000 and will be eligible to receive an annual cash bonus, with a target of 150% of her base salary. In addition, the Company will grant Ms. Keating a make-whole equity award in connection with her appointment as CEO (the “Hire Date Award”), consisting of restricted stock units (“RSUs”) pursuant to the Company’s 2015 Omnibus Incentive Plan (the “Omnibus Plan”), with a grant date fair value of $5,000,000 based on the closing price of the Company’s Class A common stock on the trading day immediately before the Effective Date. Ms. Keating will also receive an equity award pursuant to the Company’s 2024 long-term incentive program (the “LTIP Award”), with a grant date aggregate fair value of $4,000,000 based on the closing price of the Company’s Class A common stock on the trading day immediately before the Effective Date such LTIP Award to be comprised of 50% RSUs and 50% performance share units (“PSUs”) pursuant to the Omnibus Plan. The Hire Date Award and LTIP Award will be granted on the Effective Date. The Hire Date Award will vest in equal installments on each of the first two anniversaries of the grant date. The RSUs granted pursuant to the LTIP Award will vest in equal installments on each of the first three anniversaries of the grant date. The PSUs granted pursuant to the LTIP Award will vest in full on the third anniversary of the grant date, subject to achievement of the performance criteria applicable to such PSUs. Additionally, Ms. Keating will receive a sign-on bonus of $500,000, which is payable on the first regular Company payroll date following the first anniversary of the Effective Date, subject to her continued employment through such anniversary.
In addition to the compensation described above, Ms. Keating will receive reimbursement of her expenses related to her relocation to the Hampton, New Hampshire area, in an amount up to $100,000. She will also receive reimbursement of her legal fees incurred in connection with the negotiation of the Agreement, up to $35,000.
