Kristin Frank
About Kristin Frank
Independent director of The Beachbody Company, Inc. (BODI) since 2021; age 59. CEO of AdPredictive with prior senior operating roles at Viacom (Paramount Global), and long-standing public company board experience in digital media and streaming. B.B.A. in Finance from the University of Iowa; recognized for leadership, board governance, and marketing expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Viacom (Paramount Global) | COO, Music & Entertainment division; EVP & Head of Digital; RVP Content Distribution & Marketing; COO of LOGO; GM of MTV & VH1 Digital | 1995–2017 | Led revenue, strategy, and operations for MTV; senior digital leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AdPredictive | Chief Executive Officer (President 2018–2020) | CEO since Mar 2020; President Sep 2018–Feb 2020 | Customer intelligence platform leadership |
| G/O Media Inc. | Director | Since Jun 2022 | Digital media portfolio |
| Brightcove, Inc. | Director | May 2018–Feb 2025 | Cloud video services |
| Gaia, Inc. | Director | Since Oct 2013 | Global video streaming |
| Cornerstone Capital | Director | Jan 2019–Feb 2022 | Investment firm board |
Board Governance
- Committee assignments: Member, Compensation Committee; Member, Nominating & Corporate Governance Committee (not a chair) .
- Independence: Determined independent under NYSE; also independent under applicable SEC rules .
- Attendance and engagement: Board met nine times in 2024; each director attended at least 75% of Board and applicable committee meetings; executive sessions held at times without management .
- Governance context: Controlled company—CEO Carl Daikeler holds 94.4% of Class X and majority voting power; the company uses the controlled company exemption for nominating & corporate governance committee independence (committee includes one non-independent member), while compensation committee meets independence requirements .
Fixed Compensation
| Component | Amount/Policy | 2024 Amount for Kristin Frank |
|---|---|---|
| Annual Board Retainer (cash) | $45,000 | Included in total fees |
| Committee Member Retainer – Compensation | $7,500 | Included in total fees |
| Committee Member Retainer – Nominating & Corporate Governance | $5,000 | Included in total fees |
| Meeting Fees | Not specified; program is retainer-based | — |
| Total Fees Earned/Paid in Cash (2024) | — | $57,500 |
Performance Compensation
| Award Type | Grant Value (2024) | Shares Outstanding (Unvested RSUs at 12/31/24) | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual Director RSU Grant | $74,995 | 12,605 | Vests in full on earlier of first anniversary or next annual meeting; change-in-control accelerates vesting | None disclosed (time-based only) |
- 2024 structure: Annual grants split 50% RSUs and 50% cash; both portions vest on the same schedule described above .
Other Directorships & Interlocks
| Company | Overlap Type | Potential Interlock/Consideration |
|---|---|---|
| Gaia, Inc.; Brightcove, Inc.; G/O Media | External public boards in streaming/digital media | Sector overlap with BODI’s digital fitness/media distribution; no related-party transactions disclosed involving Frank . |
Expertise & Qualifications
- Education: B.B.A. in Finance, University of Iowa .
- Technical/functional expertise: Revenue strategy, digital media, marketing, and board governance; prior COO and digital leadership roles at Viacom .
- Board qualifications noted by BODI: Leadership, governance, marketing experience .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Options (Exercisable/Unexercisable) | RSUs Outstanding (Unvested) | Hedging/Pledging |
|---|---|---|---|---|---|
| Kristin Frank | 4,655 | <1%* | — | 12,605 | Company policy prohibits hedging and pledging by directors |
* “Less than 1%” per proxy notation .
Governance Assessment
- Positive signals:
- Independent director with deep digital/media operating experience; contributes to Compensation and Nominating & Corporate Governance committees .
- Strong engagement: Board-wide attendance ≥75% and use of executive sessions .
- Director pay mix emphasizes equity alignment via annual RSUs with vesting synced to annual meeting; modest cash retainers .
- Prohibition on hedging and pledging supports alignment with shareholders .
- Watch items / red flags to monitor:
- Controlled company status concentrates voting power with CEO; the nominating & corporate governance committee is not fully independent under the exemption—this can limit board refreshment independence .
- Broader governance environment includes related-party payments (CEO-related royalties; legal fees to a director’s firm), though none are tied to Frank; continue monitoring for any evolving interlocks or transactions .
- Compensation committee repriced underwater options in 2024 (excluded most directors), and removed performance vesting for the Executive Chairman’s inducement option—indicative of pay structure flexibility; not directly related to director compensation but relevant context for incentives culture .
Insider Trades (reference filings)
| Date | Filing | Summary/Link |
|---|---|---|
| Jun 11, 2025 | Form 4 | Statement of changes in beneficial ownership (Kristin E. Frank) |
| Jun 4, 2024 | Form 4 | Insider filing referencing BODI (Kristin E. Frank) |
Note: Form 4s are referenced for transparency; quantitative transaction details for these filings were not disclosed in the proxy. Consult the linked SEC filings for exact share amounts, types, and prices.
Say-on-Pay & Shareholder Feedback (context)
- 2024 Say-on-Pay approval: 99% support; Compensation Committee reported no significant program changes in response—reflects investor tolerance of overall pay design in the period .
Appendix: Committee Composition (for context)
- Compensation Committee: Members—Mary Conlin, Kristin Frank; Chair—Ben Van de Bunt .
- Nominating & Corporate Governance Committee: Members—Kristin Frank, Michael Heller (Chair), John Salter, Ben Van de Bunt .
- Audit Committee: Members—Mary Conlin, Kevin Mayer; Chair—Ann Lundy .