Ben Van de Bunt
About Ben Van de Bunt
Independent director of The Beachbody Company, Inc. (BODi) since March 2019; age 63. Former CEO/President of Guthy Renker (1993–2013); entrepreneur and co-owner of multiple companies since 2013. Education: B.A., UCLA; J.D., Harvard Law School. The Board cites his venture capital, leadership, and governance experience as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guthy Renker | Chief Executive Officer & President | 1993–2013 | Led direct marketing growth; cited as core leadership experience . |
| Multiple operating companies (e.g., Silver Creek, Paramount Equity/LoanPal, FHR, Inspire Energy, Nestidd, Omni Energy, Good Finch, Rosewood Homes) | Entrepreneur, co-owner | 2013–present | Ongoing operating/investment oversight across sectors . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Houlihan Lokey | Director | Prior | Previously served; not disclosed as current . |
| SolarCity | Director | Prior | Previously served; not disclosed as current . |
| Guthy Renker; Inspire Energy; GivePower; St. John’s Hospital | Director/Trustee | Prior | Previously served; not disclosed as current . |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Board determined Mr. Van de Bunt is independent under NYSE listing standards and applicable SEC rules .
- Attendance: Board met 9 times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Controlled company: BODi is a NYSE “controlled company” (CEO Carl Daikeler controls a majority of voting power). The company uses the governance exemption for a fully independent nominating/governance committee; other committees meet applicable independence requirements .
- Executive sessions: Audit, Compensation, and full Board met at times without management .
Fixed Compensation
- Director compensation program (policy rates): Annual cash retainer $45,000; committee chair retainers—Audit $20,000, Compensation $15,000, Nominating/Governance $10,000; committee member retainers—Audit $10,000, Compensation $7,500, Nominating/Governance $5,000 .
- 2024 cash earned by director (actual): Retainer + Compensation Chair + Nominating/Gov member = $65,000.
| Component | Amount (USD) |
|---|---|
| Annual Director Retainer | $45,000 |
| Compensation Committee Chair Retainer | $15,000 |
| Nominating/Governance Committee Member Retainer | $5,000 |
| Total Cash Earned (2024 actual) | $65,000 |
Performance Compensation
- Equity design: Non-employee directors receive time-based RSUs (no performance metrics). Annual grant policy value $150,000; 2024 grants were 50% RSUs and 50% cash, both vesting on the earlier of first anniversary or the 2025 annual meeting, subject to continued service .
- 2024 equity recognized: Stock awards (grant-date fair value) $74,995.
| Equity Element | Structure | 2024 Value/Status |
|---|---|---|
| Annual Grant | Time-based RSUs (no PSU metrics) | Policy $150,000 value; for 2024, 50% in RSUs and 50% in cash with identical vest timing . |
| RSU Vesting | Single-vest at earlier of first anniversary or next annual meeting | Applies to 2024 RSUs (and cash portion) . |
| 2024 Stock Awards (Grant-Date Fair Value) | RSUs | $74,995 |
Director Compensation (2024 Actual)
| Name | Fees Earned or Paid in Cash | Stock Awards (Grant-Date FV) | Total |
|---|---|---|---|
| Ben Van de Bunt | $65,000 | $74,995 | $139,995 |
Other Directorships & Interlocks
- Other public boards (current): Not disclosed as current in proxy; prior public company boards include Houlihan Lokey and SolarCity .
- Compensation committee interlocks: The company discloses no compensation committee interlocks or insider participation for its executive officers during the last fiscal year .
Expertise & Qualifications
- Venture investing and ownership across multiple companies since 2013; prior 20-year CEO/President tenure at Guthy Renker .
- Legal training (J.D., Harvard Law School) and governance experience across public and private boards .
Equity Ownership
- Beneficial ownership (as of April 4, 2025): 12,231 Class A shares (comprising 8,872 owned shares plus 3,359 options currently vested or vesting within 60 days); less than 1% of Class A .
- Outstanding director awards (12/31/2024): Options outstanding 3,359; unvested RSUs outstanding 8,064 .
- Hedging/pledging: Company Insider Trading Compliance Policy prohibits directors from hedging or pledging BODi securities .
| Ownership Detail | Amount |
|---|---|
| Beneficially Owned Class A Shares | 12,231 (<1% of Class A) |
| Of which: Shares Owned | 8,872 |
| Of which: Options (vested/within 60 days) | 3,359 |
| Options Outstanding (12/31/2024) | 3,359 |
| RSUs Outstanding (12/31/2024) | 8,064 |
| Hedging/Pledging Policy | Prohibited for directors |
Say-on-Pay & Shareholder Voting Signals
- 2024 Say-on-Pay support: 99% of shares cast voted FOR .
- 2025 Annual Meeting outcomes (votes cast; broker non-votes excluded where applicable):
- Director election—Ben Van de Bunt: For 27,841,528; Withheld 337,268; Broker non-votes 1,511,082 .
- Say-on-Pay (advisory): For 27,714,835; Against 323,314; Abstain 140,647; Broker non-votes 1,511,082 .
Related-Party Transactions (Conflict Review)
- Proxy discloses related-party payments to Cozen O’Connor (affiliated with director Michael Heller) and a royalty agreement with a company related to CEO Carl Daikeler; no related-party transactions involving Mr. Van de Bunt are disclosed .
Additional Governance Notes
- Directors met or exceeded attendance expectations; Board held nine meetings in 2024 .
- Option repricing: 2024 program excluded Board members (other than Executive Chairman Mark Goldston); no director-wide repricing—a modest positive governance signal .
Governance Assessment
- Strengths:
- Independent director; chairs the Compensation Committee and serves on Nominating & Corporate Governance—positions of influence over pay and board composition .
- Good engagement (≥75% attendance); board and committees met without management at times .
- Compensation mix aligns with shareholders via time-based equity; hedging/pledging prohibited .
- No disclosed related-party transactions involving Mr. Van de Bunt .
- Watch items:
- Controlled company status with governance exemptions (notably for nominating/governance committee independence) requires continued vigilance from independent directors, including the Compensation Chair, to safeguard minority shareholder interests .
- Ownership alignment is modest (<1% individual holding), though consistent with small-cap board norms; continued equity participation can strengthen alignment .
Overall: As Compensation Chair, Mr. Van de Bunt is central to pay design and human-capital risk oversight. With strong say-on-pay support and no disclosed conflicts tied to him, the key governance risk arises from BODi’s controlled company status—making robust committee independence and transparent pay decisions particularly important .