Sign in

You're signed outSign in or to get full access.

Bill Bode

Chief Operating Officer at Planet FitnessPlanet Fitness
Executive

About Bill Bode

Bill Bode, 64, is Chief Operating Officer of Planet Fitness (effective March 3, 2025), with operational oversight of franchise, corporate club, and equipment segments; he previously served as Division President, U.S. Franchise (Sep 2022–Mar 2025), Chief Operations Officer (Dec 2020–Sep 2022), and joined Planet Fitness in 2016 as SVP, Franchise Operations . Prior to Planet Fitness, he held senior leadership roles at Dunkin’ Brands (including Regional VP overseeing >2,600 restaurants) and earlier was a Dunkin’ Donuts franchisee, reflecting deep franchise operating expertise . Company performance most recently included 2024 revenue up 10.3% to $1.2B, Adjusted EBITDA up 12.0% to $487.7M, ~19.7M members and 2,722 clubs, with cumulative TSR (2019–2024) at $132.39 on a $100 base .

Past Roles

OrganizationRoleYearsStrategic impact
Planet FitnessChief Operating OfficerMar 2025–presentOversees franchise, corporate club, and equipment segments; principal operating officer .
Planet FitnessDivision President, U.S. FranchiseSep 2022–Mar 2025Led U.S. franchise operations .
Planet FitnessChief Operations OfficerDec 2020–Sep 2022COO responsibilities across operations .
Planet FitnessSVP, Franchise Operations2016–Dec 2020Scaled franchise operations .
Dunkin’ BrandsRegional VP, Dunkin’ Donuts Northeast; other senior rolesPre‑2016 (years not disclosed)Oversaw operations of >2,600 restaurants; led brand compliance, business development, training, development, marketing, franchising .
Dunkin’ DonutsFranchisee (Richmond, VA)Pre‑2016 (years not disclosed)Hands-on franchise operating experience .

Fixed Compensation

Metric (USD)202220232024
Salary$380,193 $427,116 $508,193
Stock Awards (grant-date fair value)$246,666 $1,075,000 $614,828
Option Awards (grant-date fair value)$123,333 — —
Non-Equity Incentive (Annual Bonus)$251,939 $292,471 $286,207
All Other Compensation$6,600 $13,200 $13,800
Total Compensation$1,008,731 $1,807,787 $1,423,028
  • 2024 base salary increased from $430,000 to $473,000 (effective Mar 6, 2024) and then to $575,000 (effective Jul 8, 2024) based on peer benchmarking .
  • 2024 target bonus increased from 75% to 90% of base (effective Jul 8, 2024) .

Performance Compensation

2024 Annual Bonus Plan – Metrics, Targets, Results (applied to Bode)

MetricWeightTargetActual 2024Achievement vs TargetPayout for Component
Adjusted EBITDA ($M)33.33% 482.7 487.7 101.0% 110.4%
System-wide Same Club Sales (EFT $M)33.33% 3,884 3,813 98.2% 44.5%
Total Franchise Club Placements (#)33.33% 137 124 90.5% 43.2%
Total (weighted payout)————66.03% of target
  • 2024 bonus plan changes: all-corporate goals (no personal goals); maximum payout reduced to 200% (from 225%) .
  • Bode’s 2024 target bonus dollar opportunity was $433,457; actual bonus paid $286,207 (66% of target, blended rate given mid-year target % increase) .

2024 Long-Term Incentives (granted Mar 15, 2024)

Award typeUnits grantedGrant-date fair valueVesting / Performance
RSUs5,072 $307,414 Time-based; vests in 3 equal annual installments beginning first anniversary of grant date (e.g., Mar 15, 2025/2026/2027), subject to continued employment .
PSUs (target)5,072 $307,414 (at target) Three-year performance period; earned on adjusted net income per share (diluted); 0–200% payout; vests in full at 3rd anniversary subject to performance and continued employment .
  • Program design change: beginning 2024 grants, PSU performance period lengthened to three years (from one year previously), improving long-term alignment .

Equity Ownership & Alignment

Beneficial Ownership (as of Mar 10, 2025 record date)

HolderClass A Shares Beneficially Owned% of Class ANotes
Bill Bode54,656 <1% Includes 9,801 shares and 44,855 options vested/vesting within 60 days .
  • Stock ownership guidelines: executives must hold stock = 3x base salary; as of Dec 31, 2024, Bode met his requirement .
  • Anti-hedging and anti-pledging: company policy prohibits hedging, short sales, and pledging by covered persons (directors, executive officers, employees) .
  • Clawbacks: 2019 recoupment policy and 2023 SEC/NYSE-compliant policy require recovery of incentive compensation following accounting restatements, subject to policy terms .

Outstanding Equity Awards (as of Dec 31, 2024; stock price used elsewhere: $98.87 on 12/31/24)

  • Stock options:
    • 9,863 @ $19.81 exp 10/11/2026
    • 16,335 @ $19.27 exp 3/31/2027
    • 5,185 @ $36.42 exp 4/2/2028
    • 2,086 @ $70.44 exp 4/9/2029
    • 2,241 @ $64.35 exp 3/6/2030
    • 5,220 exercisable + 1,741 unexercisable @ $78.35 exp 3/19/2031
    • 1,456 exercisable + 1,457 unexercisable @ $83.04 exp 3/15/2032
    • Note: With the 12/31/24 closing price of $98.87 (used in severance calculations), these strikes are below market and in-the-money .
  • Time-based RSUs outstanding (selected):
    • 757 (3/19/2021) MV $74,845
    • 743 (3/15/2022) MV $73,460
    • 1,903 (3/15/2023) MV $188,150
    • 4,640 (12/4/2023) MV $458,757
    • 5,072 (3/15/2024) MV $501,469
  • PSUs outstanding (equity incentive plan awards; SEC tables present 2024 at 200% for disclosure):
    • 1,271 (granted 3/15/2022; earned at 85.6% of target) MV $125,664
    • 2,916 (granted 3/15/2023; earned at 102.2% of target) MV $288,305
    • 10,144 (granted 3/15/2024; shown at 200% per SEC method) MV $1,002,937

Vesting cadence suggests potential selling pressure windows around annual RSU vest dates (each grant’s anniversary) and option exercises; however, any trading is subject to preclearance, open windows or 10b5‑1 plans, and anti-hedging/pledging policies .

Employment Terms

ItemDetail
Current roleChief Operating Officer (effective Mar 3, 2025); no changes to compensatory arrangements at appointment .
Base salary$575,000 effective Jul 8, 2024 (prior $473,000 effective Mar 6, 2024; previously $430,000) .
Target bonusIncreased from 75% to 90% of base effective Jul 8, 2024 .
Ownership guideline3x base salary; in compliance as of Dec 31, 2024 .
Severance policy (general)Participation in Executive Severance & Change in Control Policy; benefits conditioned on release and compliance with non‑compete, non‑solicit, confidentiality .
Severance (12/31/24 illustrative values for Bode)Without CIC: Severance $861,207; Equity $1,201,386; Health $19,869; Total $2,082,462. With CIC (involuntary termination within 24 months): Severance $1,380,000; Equity $2,528,304; Health $19,869; Total $3,928,173 .

Compensation Structure Analysis

  • Shift to longer performance horizon: 2024 PSU grants moved from 1‑year to 3‑year performance periods tied to adjusted EPS (diluted), increasing long-term alignment and retentive value .
  • Bonus plan discipline: 2024 bonuses based solely on corporate metrics (Adjusted EBITDA, system-wide same club sales EFT, franchise placements) with a reduced cap (200%), tightening pay-for-performance linkage .
  • Market benchmarking: 2024/2025 peer groups used to recalibrate base and target bonus levels (Bode’s base and target bonus increased mid‑2024) .
  • Governance guardrails: Robust clawbacks (2019 policy; 2023 SEC/NYSE policy) and prohibitions on hedging/pledging reduce misalignment risk .

Related Party Transactions

  • The company disclosed no related party transactions involving Bode requiring disclosure in connection with the February 2025 leadership realignment .

Performance & Track Record

  • 2024 highlights: total revenue +10.3% to $1.2B; Adjusted EBITDA +12.0% to $487.7M; net income $174.2M; ~19.7M members; 150 net new clubs to 2,722 .
  • Pay-versus-performance context: cumulative TSR value at $132.39 (2019–2024); compensation actually paid is designed to align with TSR and financial performance via equity-heavy mix .

Equity Ownership & Alignment (Summary Table)

ItemStatus
Beneficial ownership54,656 Class A shares (<1%); includes 44,855 options vested/vesting within 60 days and 9,801 shares .
Ownership guideline complianceMet as of Dec 31, 2024 .
Hedging/pledgingProhibited by policy .
Clawbacks2019 discretionary recoupment policy; 2023 SEC/NYSE-compliant mandatory policy .

Employment Terms – Severance Economics (Detail)

Scenario (as of 12/31/24)Severance CashEquity Treatment (value)Health BenefitsTotal
Involuntary termination (no CIC)$861,207 $1,201,386 $19,869 $2,082,462
Involuntary termination within 24 months post‑CIC$1,380,000 $2,528,304 $19,869 $3,928,173

Notes: Severance policy provides 100% base salary continuation (no CIC) and 150% base multiple (with CIC) for Bode; pro‑rated bonus and specified equity/benefit treatments per policy terms; conditioned on restrictive covenants .

Investment Implications

  • Alignment: Bode’s compensation mix (PSUs with a 3‑year performance period and meaningful equity holdings) and compliance with 3x salary ownership guidelines, alongside anti‑hedging/pledging and clawback policies, support strong pay‑for‑performance alignment and lower governance risk .
  • Retention: Enhanced CIC protections (150% base multiple and equity treatment) and multi‑year equity vesting improve retention during strategic transitions and may stabilize execution continuity in his expanded COO role .
  • Trading signals: Annual RSU vesting tranches and in‑the‑money options (vs $98.87 12/31/24 close) create periodic liquidity windows that can coincide with selling pressure; note all insider trades are subject to preclearance/windows or 10b5‑1, tempering near‑term impact .
  • Execution risk: With Bode now overseeing all operating segments, scale and franchise network execution remain key; 2024 operating momentum (rev +10.3%, Adj. EBITDA +12.0%) and disciplined 2024 bonus metrics provide line‑of‑sight to value drivers used in management incentives .
  • Shareholder sentiment: Say‑on‑pay support (~94% in 2024) and peer‑informed calibration of pay suggest manageable external compensation risk .