Kevin Mayer
About Kevin Mayer
Kevin Mayer (age 62) is an independent director of The Beachbody Company, Inc. (BODI) since June 2021 and serves on the Audit Committee. He is Co‑CEO and founder of Candle Media (since Jan 2022) and co‑founder/managing partner of Smash Capital (since Jan 2022); previously CEO of TikTok and COO of ByteDance in 2020, and held multiple leadership roles at The Walt Disney Company from 2005 to 2020, most recently Chief Strategy Officer. Mayer holds a B.S. in Mechanical Engineering (MIT), an M.S. in Electrical Engineering (San Diego State University), and an MBA (Harvard) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Walt Disney Company | Various leadership roles, most recently Chief Strategy Officer | 2005–2020 | — |
| ByteDance | Chief Operating Officer | 2020 | — |
| TikTok | Chief Executive Officer | 2020 | — |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Candle Media | Co‑Chief Executive Officer, Founder | Since Jan 2022 | Next‑gen media company |
| Smash Capital | Co‑Founder, Managing Partner | Since Jan 2022 | Consumer venture capital firm |
| Tinuiti | Director | Since Apr 2021 | Performance marketing firm |
| The Forest Road Company | Director | Since Sep 2020 | Specialty finance investment firm |
| DAZN Group | Chairman | Feb 2021–Mar 2023 | Global sports media company |
| Salesforce | Advisory Board Member | Since Apr 2021 | Global enterprise software firm |
Board Governance
- Committee assignments: Audit Committee member; Board member. Audit Committee members are Mary Conlin, Ann Lundy (Chair), and Kevin Mayer .
- Independence: The Board determined Mayer is independent under NYSE listing standards and SEC rules; independent directors hold regular meetings .
- Attendance and engagement: Board met nine times in FY2024; each director attended at least 75% of board and applicable committee meetings. Audit Committee met four times in 2024 and acted by unanimous written consent once .
- Risk oversight: Audit Committee oversees accounting, financial reporting, and cybersecurity risks; Compensation Committee oversees compensation risk; Nominating and Corporate Governance oversees independence and conflicts .
- Controlled company: BODI is a “controlled company” under NYSE standards due to CEO Carl Daikeler’s voting control; BODI elected exemptions for the Nominating & Governance Committee’s independence requirements .
Fixed Compensation
| Component | FY 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $45,000 | Standard non‑employee director retainer |
| Audit Committee member retainer | $10,000 | Non‑chair annual committee fee |
| Total cash fees earned | $55,000 | Reported in Director Compensation Table |
| RSU grant (Annual Grant) | $74,995 | FY2024 grant‑date fair value; vests in full on earlier of first anniversary or next annual meeting, subject to service |
| RSUs outstanding at 12/31/2024 | 8,064 units | Unvested RSUs at FY2024 year‑end |
Notes:
- 2024 Annual Grants to directors were structured 50% RSUs and 50% cash; both portions vest/pay on earlier of first anniversary or 2025 Annual Meeting, subject to service. The RSU portion was recognized in 2024; the cash portion vests/payable per program terms and is not reflected in 2024 “Fees Earned” .
Performance Compensation
| Metric | Design | FY 2024 Application |
|---|---|---|
| Performance‑linked metrics for director pay | None disclosed | Director RSU grants are time‑based under BODI’s Director Compensation Program |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| Tinuiti | Director | Not disclosed | Private firm; no BODI related‑party transactions disclosed |
| The Forest Road Company | Director | Not disclosed | Specialty finance; no BODI related‑party transactions disclosed |
| DAZN Group | Chairman (former) | Not disclosed | 2021–2023; no BODI related‑party transactions disclosed |
| Salesforce | Advisory Board Member | Not disclosed | Advisory role; not a board directorship |
Expertise & Qualifications
- Education: B.S. Mechanical Engineering (MIT), M.S. Electrical Engineering (San Diego State University), MBA (Harvard) .
- Domain expertise: Media strategy, digital platforms, corporate development; audit committee “financial literacy” met by all members (Lundy designated “audit committee financial expert”) .
- Board qualifications highlighted: Extensive leadership and media industry experience .
Equity Ownership
| Ownership Metric | As of | Amount | Notes |
|---|---|---|---|
| Class A shares beneficially owned | Apr 4, 2025 | 35,122 | Less than 1% of Class A |
| Percent of Class A | Apr 4, 2025 | <1% | Table indicates “*” less than 1% |
| Options outstanding | Dec 31, 2024 | 0 | None listed for Mayer |
| RSUs outstanding (unvested) | Dec 31, 2024 | 8,064 | Director RSUs |
| Hedging/Pledging | Policy | Prohibited | Insider Trading Compliance Policy prohibits hedging and pledging by directors |
Governance Assessment
- Board effectiveness and independence: Mayer strengthens audit oversight with relevant financial literacy and extensive media/strategic expertise; he is independent under NYSE and SEC rules, with strong attendance in FY2024, supporting investor confidence in oversight quality .
- Compensation and alignment: Director pay mix is modest and standard (retainer plus time‑based RSUs) with 2024 RSU grant value of ~$75k and 8,064 unvested RSUs outstanding at year‑end; hedging/pledging prohibitions enhance alignment. No performance metrics tied to director compensation were disclosed, which is typical for director pay structures .
- Conflicts/related‑party exposure: No related‑party transactions involving Mayer disclosed. Board‑level related‑party items include payments to Cozen O’Connor (linked to director Michael Heller) and a royalty arrangement with a company related to CEO Carl Daikeler; oversight resides with Audit Committee and related‑party policy, mitigating conflict risks, but presence of a controlled company structure is a governance consideration for minority stockholders .
- RED FLAGS:
- Controlled company exemptions: BODI elected NYSE exemptions for Nominating & Governance Committee independence; committee composition includes members not independent under SEC rules, which can reduce minority shareholder influence over board composition .
- Option repricing program in 2024 (for employees and certain executives) indicates willingness to modify underwater awards; directors (other than Executive Chairman Goldston) were excluded, limiting director‑level misalignment risk, but repricing is a broader governance signal to monitor .
- Shareholder feedback: 2024 Say‑on‑Pay approval was 99%, suggesting broad investor support for compensation practices that year, though it primarily addresses executive pay rather than director compensation .
Overall, Mayer’s independent status, audit role, strong attendance, and prohibited hedging/pledging support alignment and board effectiveness. The controlled company structure and Nominating & Governance exemptions warrant continued monitoring of board independence and potential interlocks, but no Mayer‑specific related‑party conflicts were disclosed .