Michael Heller

About Michael Heller

Michael Heller (age 60) has served on BODi’s Board since 2012. He is Executive Chairman and Chief Executive Officer of Cozen O’Connor, an international law firm where he has held leadership roles since 1994. He previously served on the boards of Franklin Square Holdings, L.P. (a business development company) and Hanover Fire and Casualty Co., and on multiple nonprofit boards. He holds a B.A. from Pennsylvania State University and a J.D. from Villanova University .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Nominating & Corporate Governance Committee; member, Nominating & Corporate Governance Committee .
• Independence: Determined independent under NYSE rules; not listed as SEC-rule independent (BODi uses controlled company exemptions for Nominating & Governance) .
• Attendance and engagement: Board met 9x in 2024 and each director attended at least 75% of Board and applicable committee meetings; Nominating & Governance met 4x in 2024 .
• Controlled company context: BODi is a NYSE “controlled company” (CEO Carl Daikeler controls a majority of voting power) and has elected exemptions for the Nominating & Governance Committee’s independence; Heller chairs this committee under that framework .

Fixed Compensation

Performance Compensation

In 2024, BODi structured Annual Director Grants as 50% RSUs and 50% cash that both vest by the next annual meeting; the cash portion vests later and is not included in 2024 “fees earned.” Heller deferred settlement of 100% of his RSUs under the Director Deferred Compensation Plan .

Other Directorships & Interlocks

No explicit director interlocks with BODi’s compensation or audit committees disclosed. Related-party law firm relationship noted below (conflict risk) .

Expertise & Qualifications

• Governance, legal, and leadership: Executive leader of a large international law firm; significant board governance experience .
• Committee leadership: Chairs Nominating & Governance Committee overseeing board evaluation, governance guidelines, and director nominations .
• Education: B.A. (Penn State), J.D. (Villanova) .

Equity Ownership

Governance Assessment

• Strengths

  • Tenured independent (NYSE) director with deep legal/governance background and committee leadership; consistent meeting attendance (≥75%); N&G met 4x in 2024 .
  • Material direct equity ownership (2.0% of Class A), plus time-based RSUs (deferred), enhances alignment; hedging/pledging prohibited by policy .
  • Stockholder support for pay practices: Say-on-Pay approved by 99% in 2024, indicating overall investor confidence in compensation governance .

• Watch items / RED FLAGS

  • Related-party transactions: BODi paid Cozen O’Connor (where Heller is a shareholder and CEO) ~$0.7 million for legal services in 2024. The audit committee oversees related-party transactions under a formal policy, and Heller is not on the audit committee; however, the relationship reduces perceived independence under SEC rules and warrants ongoing scrutiny for arm’s length terms .
  • Controlled company exemptions: BODi uses NYSE controlled company exemptions for the Nominating & Governance Committee’s independence; Heller chairs this committee while not listed as SEC-rule independent, which could concern governance-focused investors despite disclosure and permissibility under NYSE rules .
  • Broader governance climate: In 2024, BODi repriced underwater employee/insider stock options (excluding most directors) and removed performance vesting from the Executive Chairman’s sign-on option. While these actions did not involve Heller, they may affect investor perceptions of pay-for-performance rigor and should be monitored .

• Director pay mix and alignment signals

  • 2024 director mix skews toward equity via annual RSU grant ($74,995 RSUs vs. $55,000 cash fees), with settlement deferral elected by Heller—generally positive for alignment and long-term focus .

• Independence and conflicts summary

  • Independent (NYSE) but not listed as SEC-rule independent; chairs N&G under controlled company exemption. Related-party legal services represent a direct, recurring financial relationship requiring continued robust audit committee oversight and recusal as applicable .

Director Compensation (2024)

Committee Roles and Attendance

Related-Party Transactions (Heller-specific)

Investor implication: The legal-services relationship is a material recurring related-party transaction. While permissible and overseen by policy (and with Heller off the audit committee), it curtails SEC-rule independence and is a governance sensitivity to monitor for pricing, scope, and approvals .

Independence & Controlled Company Context

• Independent under NYSE standards; not listed as SEC-rule independent .
• BODi is a NYSE “controlled company” and elects exemptions for Nominating & Governance Committee independence—enabling Heller’s chair role on that committee despite non-SEC independence .

Shareholder Signals

• Say-on-Pay approval: 99% “FOR” at 2024 annual meeting (advisory), suggesting broad support for executive pay structure .

Insider Compliance

• Hedging and pledging prohibited for directors; blackout periods enforced by policy .
• Section 16(a) compliance: Company believes all filing requirements by directors and officers were satisfied in 2024 .