Mary Conlin
About Mary Conlin
Independent director of The Beachbody Company, Inc. (BODI) since 2021; age 60; prior leadership roles in marketing and distribution at Pixar Animation Studios (2001–2007) and Warner Bros. Pictures (1990–1996; 1998–1999). Education: B.A. Princeton University and M.B.A. Harvard University. Current external public board: Daily Journal Corp (director since 2019). Determined independent under NYSE and applicable SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pixar Animation Studios | Director and Head of Marketing & Corporate Communications | 2001–2007 | Led corporate communications and marketing during Disney acquisition period. |
| Warner Bros. Pictures | Director of International Distribution; Director of Worldwide Promotions (Theatrical Division) | 1990–1996; 1998–1999 | Global distribution and promotions oversight. |
| VMLY&R (Young & Rubicam) | Advertising (career start) | Not disclosed | Early advertising experience. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Daily Journal Corp | Director | Since 2019 | Public publishing and technology company. |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; not a committee chair.
- Independence: Board determined Ms. Conlin is independent under NYSE listing standards; independent under applicable SEC rules.
- Attendance/engagement: Board met 9 times in 2024; each director attended at least 75% of Board and committee meetings; Audit Committee met 4 times; Compensation Committee met 4 times; independent director executive sessions held.
- Controlled company: CEO Carl Daikeler controls a majority of voting power (94.4% of Class X); BODI uses the NYSE controlled company exemptions (e.g., nominating/governance committee not fully independent). Governance implication: elevated key-person risk and reduced structural independence on nominations.
Fixed Compensation
| Component | Amount | Detail | 2024 Actual (Mary Conlin) |
|---|---|---|---|
| Annual cash retainer | $45,000 | Paid quarterly in arrears. | $62,500 total cash (includes committee fees). |
| Audit Committee member fee | $10,000 | Non-chair annual member retainer. | Included in total. |
| Compensation Committee member fee | $7,500 | Non-chair annual member retainer. | Included in total. |
| Director equity grant (annual) | $150,000 value | RSUs vest in full on earlier of 1st anniversary or next annual meeting. | Stock awards (grant-date fair value): $74,995 (2024). |
Notes:
- 2024 director annual grants were delivered 50% RSUs and 50% cash, both vesting on earlier of first anniversary or 2025 annual meeting.
Performance Compensation
| Award Type | Grant Value/Date | Vesting Schedule | Performance Metrics |
|---|---|---|---|
| Annual RSU grant (Director Program) | $150,000 per annual meeting (program design) | Full vest on earlier of first anniversary or next annual meeting; accelerates upon change in control. | None (time-vesting RSUs; no PSUs disclosed). |
| 2024 RSUs (Mary Conlin) | $74,995 grant-date fair value (2024) | Per Director Program; RSU awards outstanding at FY-end: 8,064. | None (time-vesting). |
Other Directorships & Interlocks
| Company | Relationship to BODI | Potential Interlock/Conflict |
|---|---|---|
| Daily Journal Corp (public) | External directorship since 2019 | No BODI-related transactions disclosed; no identified customer/supplier overlap in proxy. |
Expertise & Qualifications
- Marketing and corporate communications leadership (Pixar) and global distribution/promotion (Warner Bros.), relevant to consumer brand and subscription engagement strategy.
- Education: Princeton B.A.; Harvard M.B.A.
- Board service experience at Daily Journal Corp (public).
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (Class A common) | 8,872 shares; <1% of class | As of April 4, 2025. |
| RSU awards outstanding (unvested) | 8,064 | As of December 31, 2024. |
| Options outstanding | None | No options listed for Ms. Conlin. |
| Hedging/pledging | Prohibited by Insider Trading Compliance Policy | Applies to directors; mitigates alignment risk. |
| Ownership guidelines | Not disclosed | No director ownership guidelines specified in proxy. |
Insider Trades
| Date | Form/Type | Shares | Instrument/Notes | Source |
|---|---|---|---|---|
| 2024-06-06 | Sale | 8,064 | Aggregator records sale by “Conlin Mary Murphy.” Caution: may reflect vest/settlement or tax-related disposition. | |
| 2025-06-11 | Form 4 | Not disclosed | Filing indicates RSUs deferred under Director Deferred Compensation Plan. | |
| 2025-06-06 | Form 4 posted | Not disclosed | MarketBeat index lists Form 4 for “Conlin Mary Murphy.” |
Note: For detailed Form 4 line items (transaction codes, price, and exact share counts beyond aggregator summaries), consult the SEC EDGAR links referenced above.
Governance Assessment
- Strengths
- Independent director serving on Audit and Compensation committees; Audit members deemed financially literate; regular executive sessions enhance oversight.
- Attendance threshold met; Board and committees met actively in 2024.
- Hedging/pledging prohibition for directors supports alignment.
- Concerns / RED FLAGS
- Controlled company status with exemptions utilized (nominating/governance not fully independent), reducing shareholder influence over board composition.
- Related-party transactions at board level (legal services to Cozen O’Connor, led by director Michael Heller: $0.7M in 2024; CEO-related royalty payments ~$0.4M), elevating conflict-of-interest risk; while none are attributed to Ms. Conlin personally, they impact overall board independence perception.
- Executive option repricing and removal of performance vesting on a major grant (Goldston Option), indicative of pay structure leniency; though not a director grant, it is a governance quality signal.
- Shareholder signals
- 2024 Say-on-Pay approval at 99% suggests broad investor support for compensation approach, despite the controlled company structure.
Overall: Ms. Conlin’s independence, marketing expertise, and dual committee service are positives for board effectiveness. Principal governance risks arise from controlled company status and board-level related-party transactions (not involving Ms. Conlin), which may dampen investor confidence in director-led oversight and nomination processes.