Bernard Acoca
Planet FitnessAbout Bernard Acoca
Bernard Acoca, age 55, is an independent director of Planet Fitness (PLNT) serving since January 2021; he is a Class III director with a term expiring at the 2027 annual meeting. He holds a B.A. from Emory University and brings 20+ years of executive leadership across franchising, consumer brands, strategic planning, and marketing, including CEO roles at Zaxby’s and El Pollo Loco and senior leadership at Starbucks, L’Oréal, and Yum! Brands .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zaxby's | Chief Executive Officer | Jan 2022–Present | Leads 900+ unit restaurant chain; private equity-owned |
| El Pollo Loco | Chief Executive Officer & President | Mar 2018–Oct 2021 | Public company operating leader |
| Starbucks – Teavana | President | 2015–2018 | Oversaw 375 retail stores and e-commerce |
| Starbucks – Americas | SVP, Marketing & Category | Prior to 2015 | Managed ~$9B sales categories |
| L’Oréal – Americas | Chief Marketing Officer | Prior role | Regional CMO |
| Yum! Brands | Marketing roles | ~10 years | Franchising/marketing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Zaxby's | Chief Executive Officer | Jan 2022–Present | Private restaurant franchisor; not disclosed as related party to PLNT |
Board Governance
- Independence: Board affirmatively determined Acoca is independent under NYSE rules .
- Committee memberships (2024): Audit Committee member; Nominating & Corporate Governance Committee member .
- Financial expertise: Audit Committee determined Acoca is “financially literate” (Rathke is the financial expert) .
- Attendance: Board met 8 times in 2024; each director attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Director education/engagement: All directors are NACD members; participated in 2024 evaluations and training (topics included AI, GLP‑1, cybersecurity) .
- Board leadership: Independent Chair (Stephen Spinelli, Jr.); regular executive sessions of non‑management directors .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 5 |
| Nominating & Corporate Governance | Member | 5 |
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Cash fees (base + committee retainers) | $82,500 |
| Equity awards (RSUs grant-date fair value) | $114,953 |
| Total | $197,453 |
- Program details (2024): Annual cash retainer $70,000; member retainers Audit $12,500; Nominating $7,500; annual RSU grant targeted at $115,000 granting vest-in-full after one year; directors may elect shares in lieu of cash (Acoca did not) .
- 2025 update: Annual RSU grant target raised to $145,000; Chair retainer increased (partly in RSUs); same committee retainer structure; vesting earlier of one year or next annual meeting; directors can elect stock in lieu of cash .
Performance Compensation
- Non-employee directors do not receive performance-linked equity; annual RSU grants are time-based and vest in full after one year .
- Anti-risk features: No dividends on unvested awards; no options granted to directors in 2024; no repricing without stockholder approval .
| Equity Grant Mechanics (Director Program) | Detail |
|---|---|
| RSU vesting | Full vesting on first anniversary or next annual meeting (for 2025 plan) |
| Dividends | Not paid on unvested awards; subject to forfeiture rules |
| Repricing | Prohibited absent stockholder approval |
Other Directorships & Interlocks
- Public company boards: None disclosed for Acoca beyond Planet Fitness .
- Compensation committee interlocks: None; compensation committee members are Anderson (Chair), Spinelli, Dunaway, Tanco; no insider participation .
Expertise & Qualifications
- Franchising and consumer services operations; public company leadership; strategic planning; digital innovation; marketing .
- Education: B.A., Emory University .
Equity Ownership
| Item | Amount |
|---|---|
| Class A shares beneficially owned | 5,680 (<1%) |
| Unvested RSUs held (12/31/24) | 1,921 |
| Pledging/Hedging | Company prohibits hedging, short sales, and pledging by directors |
| Ownership guidelines | Directors must hold stock equal to 5x annual cash retainer; all directors met minimums as of 12/31/24 |
Governance Assessment
- Committee effectiveness: Dual membership on Audit and Nominating & Governance positions Acoca at the center of financial oversight, ESG/governance policy, and director nominations; Audit confirmed financial literacy; Nominating oversees proxy access adoption and ESG strategy .
- Independence and attendance: Independent status and ≥75% attendance support board reliability; annual meeting attendance policy complied .
- Director pay and alignment: Balanced cash/equity mix with time-based RSUs; robust ownership guidelines and anti‑hedging/pledging policies reinforce alignment and reduce conflict risk .
- Related-party exposure: No related-person transactions disclosed for Acoca; Audit Committee must approve any such transactions, providing additional safeguards .
- Shareholder confidence signals: Prior-year say-on-pay support at ~94%; Board advancing governance reforms to remove supermajority voting and adopt proxy access, strengthening stockholder rights .
RED FLAGS: None disclosed specific to Acoca (no related-party transactions, no pledging/hedging permitted, compliance with attendance expectations) .