Carl Daikeler
About Carl Daikeler
Carl Daikeler is Co‑Founder and Chief Executive Officer of BODi (The Beachbody Company) and has served on the Board since 1998; he previously served as Chairman through June 2023. He holds a B.A. from Ithaca College and worked at Guthy Renker in direct marketing before co‑founding BODi; he also runs the Beachbody Foundation . In FY2024 BODi revenue declined 21% to $418.8M while net loss improved to $(71.6)M and Adjusted EBITDA turned positive to $28.3M (from $(8.7)M in FY2023) . Pay‑versus‑performance TSR shows a $100 investment valued at $5.19 for 2024 vs $1.30 for 2023 and $4.13 for 2022, indicating very low shareholder returns over recent years .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Guthy Renker | Assisted with new products for infomercials | Not disclosed | Built direct-marketing expertise relevant to subscription fitness and nutrition |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Beachbody Foundation | Founder/Operator | Not disclosed | Supports philanthropic initiatives; reputational benefits |
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Base salary ($) | $850,000 | $776,411; annualized base set at $765,000 after a 10% reduction effective Feb 19, 2024 |
| Target bonus (%) | 100% of base | 100% of base |
| Actual bonus ($) | $2,500 service-based anniversary bonus | $2,600 service-based anniversary bonus; no performance bonus due to below-threshold Pre‑Bonus EBITDA |
| All other comp ($) | $33,222 | $26,931 |
| Total ($) | $885,722 | $805,942 |
Notes
- 2024 base salaries for NEOs were reduced 10% effective Feb 19, 2024; Daikeler’s annualized base $765,000 as of Dec 31, 2024 .
- 2024 Say-on-Pay approval was 99% .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting/Form |
|---|---|---|---|---|---|---|
| Annual Bonus (2024) | Pre‑Bonus EBITDA (company-defined) | Sole metric; committee discretion on form (cash/RSU/options) | 100% of base salary | Below threshold | 0% (no performance bonus) | If paid: immediate cash or fully vested RSUs/options; none awarded in 2024 |
Program mechanics
- Payout range 0%–150% of target based on goal attainment; subject to lender covenants at payout .
- Pre‑Bonus EBITDA excludes specified items (impairments, stock comp, restructuring, etc.) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 2,592,110 Class A shares (includes options and Class X convertible), 37.8% of Class A; 2,576,991 Class X shares, 94.4% of Class X; combined voting power 81.7% |
| Vested vs unvested (CEO options) | 7/2/2021 option: 15,119 exercisable; 5,039 unexercisable; strike $497.00; expires 7/1/2031; vests 25% annually from 7/2/2021 |
| RSUs outstanding | None disclosed for Daikeler; CEO not eligible for 2024 annual equity award program |
| Pledging/Hedging | Company policy prohibits hedging and pledging of Company securities by directors and employees |
| Ownership guidelines | Not disclosed |
| Insider selling pressure | No performance bonus in 2024 and underwater CEO options at $497 strike; CEO excluded from November 2024 option repricing program, reducing near-term exercise incentives |
Employment Terms
| Term | Detail |
|---|---|
| Agreement | No written employment agreement for Daikeler |
| Severance | Not disclosed |
| Change-of-control | Class X auto-converts to Class A if Daikeler ceases service or sells >75% of Class X held at business combination; reflects governance mechanics rather than severance economics |
| Clawback | Compensation recovery policy applies to Section 16 officers for erroneous incentive comp received on/after Oct 2, 2023; recoverable from time- or performance-vesting equity |
| Non-compete / Non-solicit | Not disclosed |
Board Governance
- Board service: Director since 1998; currently CEO and director; served as Chairman until June 2023 .
- Committee roles: None; not listed as member or chair on Audit, Compensation, or Nominating committees .
- Controlled company: CEO beneficially owns 94.4% of Class X, controlling majority voting power; BODi is a NYSE “controlled company” and uses certain governance exemptions (e.g., nominating/governance committee independence) .
- Board leadership: Roles separated—Executive Chairman is Mark Goldston; independent directors hold regular executive sessions .
- Attendance: Board met 9 times in 2024; all directors attended ≥75% of Board/committee meetings .
- Director compensation: Daikeler received no Board fees; director comp applies to non‑employee directors only .
Related Party Transactions (Risk Indicators)
- Royalty agreement with a company related to Daikeler for products he helped develop: ~$0.4M paid in 2024; ~$0.2M payable at year-end—potential conflict to monitor; audit committee oversees related-party policy .
Company Performance Context
| Metric | FY2023 | FY2024 |
|---|---|---|
| Total Revenue ($M) | $527.1 | $418.8 |
| Net Loss ($M) | $(152.6) | $(71.6) |
| Adjusted EBITDA ($M) | $(8.7) | $28.3 |
| Digital subscriptions (mm) | 1.31 | 1.07 |
| DAU/MAU (%) | 31.3% | 31.7% |
| TSR—$100 investment value | $1.30 | $5.19 |
Strategic shift
- 2024 “Pivot” to a single‑level affiliate model (winding down MLM) and headcount reduction (~33%); partner/preferred customer fees eliminated starting Nov 1, 2024, which may pressure revenue near term .
Compensation Structure Analysis
- Mix shift: No CEO stock grants in 2024 and underwater legacy options; company broadly shifted away from options to RSUs for other executives, while repricing underwater options effective Nov 13, 2024—but repricing excluded CEO and most directors, which limits short‑term equity monetization for Daikeler .
- Guaranteed vs at‑risk: CEO target bonus remained 100% of salary but paid 0% due to performance miss—pay outcomes aligned with stated Pre‑Bonus EBITDA threshold .
- Discretionary elements: Committee had discretion to pay bonuses in cash/RSUs/options; constrained by lender covenants; chose no awards for 2024 .
- Governance red flags to monitor: Controlled company exemptions; option repricing for some insiders (not CEO); related-party royalty payments tied to CEO‑related entity .
Investment Implications
- Alignment and control: Daikeler’s 81.7% combined voting power strongly aligns him economically and governs strategic direction; prohibition on pledging/hedging mitigates misalignment risk; absence of a CEO employment agreement leaves severance economics undisclosed .
- Pay-for-performance: 2024 zero performance bonus against a positive swing to $28.3M Adjusted EBITDA but below threshold; cash pay decreased; equity remains largely out-of-the-money, reducing immediate selling pressure .
- Governance and transition risk: Controlled‑company structure reduces some independence protections; ongoing business model Pivot (MLM to affiliate) and revenue pressure create execution risk despite improved cost structure and Adjusted EBITDA .
- Watch items for trading: Any Form 4 activity by Daikeler; progress on refinancing Blue Torch term loan (ABL facility discussions); affiliate ramp effectiveness; resolution of related‑party royalties; and further Say‑on‑Pay trends (last vote 99% approval) .