Mark Goldston
About Mark Goldston
Mark Goldston, 70, has served as Executive Chairman of BODi since June 2023 and joined the board in 2023. He holds a B.S. from The Ohio State University and an MBA from Northwestern University’s Kellogg School. Company performance context: BODi reported a 2024 net loss of $71.6M and cumulative TSR value-of-$100 at $5.19 in 2024 (vs. $1.30 in 2023, $4.13 in 2022), while executing a 2024 pivot from MLM to a single-level affiliate model to streamline costs and broaden distribution .
Past Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| The Goldston Group | Chairman, CEO, Founder | Nov 2013 – Present | Venture capital and strategic advisory leadership |
| Athletic Propulsion Labs | General Partner | Mar 2009 – Present | Luxury performance athletic footwear GP |
| Javergo Partners, LLC | Co‑Founder and General Partner | Mar 2020 – Present | Strategic advisory firm co‑founded |
| United Online (incl. NetZero) | Chairman & CEO | Mar 1999 – Nov 2013 | Led a former public Internet access company and its predecessor |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| TuneGO | Board member, strategic advisor, investor | Mar 2015 – Present | Technology platform for music artists |
Fixed Compensation
| Period/Effective date | Base salary ($) | Target bonus | Actual bonus paid | Notes |
|---|---|---|---|---|
| FY 2024 | 0 | Not eligible | 0 | No cash comp as Executive Chairman |
| Mar 1, 2025 onward | 500,000 | Not disclosed | N/A | Approved Feb 2025 for expanded role |
| Upon payoff of Blue Torch term loan | 700,000 | Not disclosed | N/A | Automatic increase when debt is paid in full |
Performance Compensation
Annual bonus program (for context; Goldston not eligible in 2024)
| Metric | Weighting | Target | Actual | Payout | Notes | |---|---:|---:|---:|---| | Pre‑Bonus EBITDA | Not disclosed | Company goal set by Comp Committee | Below threshold | 0% for participating NEOs | Goldston was not eligible for 2024 bonus program |
Long‑term incentives – Stock options (Inducement grant)
| Instrument | Grant date | Shares | Exercise price | Vesting | Expiration | 2024 accounting impact | Key modifications/terms |
|---|---|---|---|---|---|---|---|
| Non‑qualified option (Inducement Plan) | Jun 15, 2023 | 477,661 | $6.43 | 25% on each anniversary of Jun 15, 2023 (time‑based) | Jun 14, 2033 | $686,315 incremental fair value in 2024 (repricing + amendment) | Sep 19, 2024: removed performance vesting; now time‑based 25%/yr . Nov 13, 2024: company implemented underwater option repricing program (included Mr. Goldston) with number of shares, vesting and expiry unchanged . Termination by Co. w/o cause or for good reason: option vests in full; CIC: option vests in full immediately prior to change in control (post‑amendment) . |
Vesting schedule: 25% on 6/15/2024, 6/15/2025, 6/15/2026, 6/15/2027, subject to continued service .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Apr 4, 2025) | 119,416 Class A options exercisable or vesting within 60 days; beneficial ownership <1% |
| Options outstanding (12/31/2024) | 119,416 exercisable; 358,245 unexercisable; exercise price $6.43; expiry 6/14/2033 |
| Vested vs unvested | Vested/exercisable: 119,416; Unvested: 358,245 (time‑based) |
| Pledging/hedging | Prohibited by company Insider Trading Compliance Policy |
| Ownership guidelines | Not disclosed in 2025 proxy |
| Director pay | Executive Chairman did not receive director compensation in 2024 (non‑employee director program excludes execs) |
Employment Terms
- Status: At‑will Executive Chairman under offer letter dated June 15, 2023; initial package excluded base salary, bonus and health/welfare benefits .
- Separation/CIC economics on option:
- Company termination without cause or resignation for good reason: full vesting of the Goldston Option, subject to release .
- Change in control: full vesting immediately prior to CIC (post Sep 2024 amendment), subject to continued service until immediately prior to CIC (single‑trigger on the option) .
- 2024 equity changes:
- Option amendment (Sep 19, 2024): removed performance vesting; now time‑based 25% per year from 6/15/2023 .
- Company option repricing (effective Nov 13, 2024): reduced exercise prices for certain underwater options, including Mr. Goldston; number of shares, vesting, and expirations unchanged; produced $686,315 incremental 2024 fair value for him (combined with amendment impact) .
- Clawback: Compensation recovery policy applicable to Section 16 officers for incentive compensation received on/after Oct 2, 2023; applies to time‑vesting and performance‑vesting equity .
Board Governance
| Attribute | Detail |
|---|---|
| Role | Executive Chairman; Director since 2023 |
| Committee memberships | None (Audit: Lundy Chair; Compensation: Van de Bunt Chair; Nominating & Governance: Heller Chair) |
| Attendance | All directors attended ≥75% of board and committee meetings in 2024 |
| Independence | Board determined several directors are independent under NYSE/SEC; Goldston (executive) is not independent |
| Leadership structure | CEO and Executive Chairman roles separated; Board states this structure distinguishes governance and management functions |
| Controlled company | BODi is a NYSE “controlled company” (CEO Carl Daikeler controls majority voting power) and uses exemption for the nominating & governance committee independence requirement |
| Say‑on‑Pay 2024 | 99% approval of NEO compensation |
Compensation Structure Analysis
- Shift away from options for annual grants in 2024 (toward RSUs) underscores lower risk equity design for most NEOs; Goldston was not eligible for annual equity grants .
- Option repricing in 2024 and removal of performance vesting from Goldston’s inducement option are governance red flags that weaken pay‑for‑performance linkage and can create retention‑independent value; both applied to him .
- Guaranteed cash increased in 2025 with a $500k salary starting Mar 1, 2025, stepping to $700k upon debt payoff, raising the fixed pay mix despite 2024’s $0 salary .
Risk Indicators & Red Flags
- Option repricing and elimination of performance conditions on the Executive Chairman’s largest award .
- Single‑trigger CIC acceleration on the option could create windfall outcomes in a transaction .
- Controlled company governance and partial independence exemptions raise oversight concerns (though board separates CEO/Chair) .
- No pledging/hedging allowed (mitigates alignment risks) .
Vesting Schedules and Potential Selling Pressure
- Key unlock dates: ~25% of the Goldston Option each June 15 through 2027 (time‑based), creating potential liquidity windows around those anniversaries; 119,416 already exercisable as of 12/31/2024 .
- Repricing of underwater options in Nov 2024 increases probability of in‑the‑money exercises if shares trade above revised strikes (number of shares, vesting, and expiries unchanged) .
Performance & Track Record
- Tenure outcomes context: BODi’s cumulative TSR value of $100 was $5.19 in 2024 (vs. $1.30 in 2023, $4.13 in 2022) and net income was a loss of $71.6M in 2024; these are company‑level metrics across management, not solely attributable to the Executive Chairman .
- Strategic pivot executed in late 2024 from MLM to an affiliate model with a 33% workforce reduction to reduce costs and broaden distribution .
Director Compensation (Context)
- Non‑employee directors receive $45,000 annual retainer, with committee chair/member fees, and ~$150,000 annual RSU grants (some 2024 grants split 50% RSUs/50% cash); Executive Chairman received no board fees in 2024 .
Equity Ownership & Alignment Table (detail)
| Metric | Amount |
|---|---|
| Options exercisable (12/31/2024) | 119,416 |
| Options unexercisable (12/31/2024) | 358,245 |
| Exercise price | $6.43 |
| Option expiry | Jun 14, 2033 |
| Beneficial ownership (Apr 4, 2025) | <1% of Class A; 119,416 options exercisable or vesting within 60 days |
| Pledged shares | Prohibited by policy |
Board Service History and Roles
- Executive Chairman and Director since 2023; no committee assignments; board/committee attendance for all directors ≥75% in 2024. Company is a NYSE “controlled company” and uses exemptions for nominating/governance committee independence; CEO/Executive Chairman roles separated .
Investment Implications
- Alignment: Large time‑based inducement option ties value to share price, but 2024 modifications (repricing; removal of performance conditions) weaken performance linkage and introduce event‑risk optionality (single‑trigger CIC) .
- Retention: 4‑year vesting and new 2025 salary support retention; however, full acceleration upon no‑cause termination or good reason reduces “stickiness” of equity .
- Trading/flow signals: Annual time‑based vesting dates (June 15 each year) and repriced options increase the probability of exercise/sales near vesting windows if shares are above strike .
- Governance: Controlled company status and partial independence exemptions, coupled with option repricing and metric removal, elevate governance risk; counterbalanced by a clear CEO/Executive Chairman split and a functioning committee structure with independent chairs .