John Salter
About John Salter
Independent merchant banker and board member focused on media and gaming; age 47, serving on BODI’s Board since December 2018. Co‑founder and partner at The Raine Group with prior leadership roles in digital media investment banking; B.A. from Stanford University. Not identified as “independent” under NYSE or SEC rules in BODI’s proxy; currently serves on the Nominating and Corporate Governance Committee. Attendance met at least 75% of Board and applicable committee meetings in FY2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UBS (Technology, Media & Telecom Group) | Global Head of Digital Media | Jul 2002 – May 2009 | Led digital media coverage |
| Volpe, Brown, Whelan & Co. | Internet and New Media Group | Prior to UBS (dates not specified) | Investment banking coverage in internet/new media |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Raine Group | Co‑founder & Partner | Since Jun 2009 | Merchant bank; Salter assigns BODI director equity rights to Raine entities |
| Playcast, Inc. | Director | Since Jan 2024 | Media distribution platform |
| Play Games 24x7 | Director | Since Oct 2019 | Indian gaming company |
| Huuuge Games | Director | Since Oct 2017 | Video game developer; publicly listed internationally |
| Dribble Media | Director | Since Dec 2021 | Platform for digital designers |
| Zumba Fitness | Director (prior) | Feb 2012 – Dec 2020 | Fitness program provider |
| Cypher Games | Director | Since Aug 2024 | Mobile gaming company |
| DraftKings | Board observer | Since Aug 2014 | Digital sports entertainment/gaming |
Board Governance
- Committees: Nominating and Corporate Governance Committee member (Chair: Michael Heller; other members: Kristin Frank, Ben Van de Bunt) .
- Independence: Not listed among directors deemed “independent” under NYSE or SEC rules; BODI utilizes “controlled company” exemptions and does not require the Nominating & Corporate Governance Committee to be fully independent .
- Attendance: Board met 9 times in FY2024; each director attended at least 75% of Board and applicable committee meetings; committees and Board met at times without management (executive sessions) .
- Governance context: CEO Carl Daikeler controls a majority of voting power through Class X and BODI is a controlled company under NYSE rules; exemptions applied to the Nominating & Corporate Governance Committee independence requirement .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Director Cash Retainer | $45,000 | Program rate for all eligible non‑employee directors |
| Nominating & Corporate Governance Committee Member Retainer | $5,000 | Non‑chair member rate |
| Total Cash Fees Earned (2024) | $50,000 | Reported in Director Compensation Table for Salter |
Performance Compensation
| Component | Grant Value (USD) | Shares/Units | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU Grant (2024 portion) | $74,995 | Not disclosed in grant row; 8,064 RSUs outstanding at 12/31/24 | Vests in full on earlier of first anniversary or next annual meeting | 2024 Annual Grants structured 50% RSUs and 50% cash; RSUs fair value shown; cash portion vests similarly but payable at vest |
| Change‑in‑Control Provision (Directors) | — | — | Accelerated vesting | All director equity awards vest in full immediately prior to a change in control |
No director performance metrics (e.g., EBITDA/TSR hurdles) are disclosed for non‑employee director awards; director equity is time‑based and subject to CoC acceleration .
Other Directorships & Interlocks
| Entity | Relationship | Details / Potential Interlock |
|---|---|---|
| Raine Entities (RPIII Rainsanity LP et al.) | 15.8% Class A holder | 671,067 shares held by Rainsanity; Salter assigned all rights in BODI director equity/shares to Raine Group or affiliates; Raine Group/affiliates report shared voting/dispositive power |
| The Raine Group | Salter co‑founder/partner | Salter’s assignment of BODI director equity to Raine suggests alignment with a significant shareholder; he sits on BODI’s Nominating & Corporate Governance Committee |
Expertise & Qualifications
- Merchant banking and media/gaming investment expertise; co‑founded The Raine Group and led UBS Digital Media coverage .
- Board experience across gaming, media, and fitness companies (Huuuge Games, Play Games 24x7, Zumba) .
- Education: B.A., Stanford University .
Equity Ownership
| Holder | Class A Shares | % of Class A | Notes |
|---|---|---|---|
| John Salter (individual) | 8,872 | <1% | Footnote notes assignment of rights to Raine Group; beneficial ownership includes awards vesting within 60 days of 4/4/2025 |
| RSUs Outstanding (12/31/2024) | 8,064 | — | Salter’s unvested RSUs at FY2024 year‑end |
| Hedging/Pledging | Prohibited | — | Company’s Insider Trading Compliance Policy prohibits hedging/pledging by directors |
Governance Assessment
- Independence risk: Salter is not classified as independent under NYSE/SEC and serves on the Nominating & Corporate Governance Committee in a controlled company using exemptions; reduces independent oversight of nominations/governance .
- Ownership/interlock risk: Significant interlock with Raine Entities (15.8% holder); Salter assigns his BODI director equity/shares to Raine Group or affiliates, creating potential conflicts in governance matters, information flow, and shareholder alignment. RED FLAG: Assignment of director equity to a major shareholder .
- Attendance/engagement: Met minimum attendance threshold (≥75%); Board and committees held executive sessions without management, supporting some oversight quality .
- Compensation alignment: Modest cash retainer ($45k) plus committee fee ($5k) and time‑based RSUs; CoC acceleration applies to director equity; no performance‑based director pay metrics disclosed .
- Controlled company dynamics: CEO holds majority voting power; BODI elects NYSE “controlled company” exemptions—particularly for Nominating & Governance independence—heightening reliance on board culture and committee chairs for effective oversight .
Net takeaways for investors: Salter brings deep deal/industry expertise but presents a material interlock/conflict vector via Raine’s significant ownership and his assignment of BODI director equity to Raine affiliates. In a controlled company context with exemptions, his seat on the Nominating & Corporate Governance Committee amplifies governance‑risk considerations. Monitoring related‑party oversight by the Audit Committee and independence of key committee chairs (e.g., Heller on N&CG) is advisable .