Brian Povinelli
Planet FitnessAbout Brian Povinelli
Planet Fitness Chief Marketing Officer since February 2025 (age 55), with a B.S. in Marketing from James Madison University. Previously Global Head of Marketing & Brand at Marriott, overseeing portfolio/loyalty/partnerships and a >$1B marketing budget; earlier senior brand leadership roles at Marriott/Starwood and marketing roles at Reebok/Doner, giving deep expertise in brand evolution, loyalty, and franchise collaboration . Company performance he now supports: 2024 revenue grew 10.3% to $1.2B, Adjusted EBITDA rose 12% to $487.7M, net income reached $174.2M, and membership ended at ~19.7M . Investor Day outlined 2026–2028 targets (low-double-digit revenue CAGR; mid-teens Adjusted EBITDA CAGR), aligning his remit to modernize brand/CRM/creative and leverage ~2,800 clubs and ~$400M U.S. ad fund .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Marriott International | Global Head of Marketing & Brand | Apr 2023–Jan 2025 | Led partnerships, U.S./Canada demand generation, loyalty/portfolio marketing across 25+ brands; interacted frequently with franchisees; managed >$1B budget . |
| Marriott International | SVP, Global Brand, Loyalty & Portfolio Marketing | 2020–2023 | Directed global brand/loyalty strategy and portfolio marketing . |
| Marriott International | SVP, Global Brand Leader (Westin, Le Méridien, Renaissance, Autograph Collection, Tribute Portfolio, Design Hotels) | 2016–2020 | Grew and steered multiple global hotel brands . |
| Starwood Hotels & Resorts | Brand leadership roles (pre-Marriott acquisition) | Prior to 2016 | Helped grow Westin, Sheraton, Le Méridien brands . |
| Reebok International | Advertising/marketing roles | 1999–2006 | Consumer brand marketing experience . |
| Doner Advertising | Early career | n/a | Agency training in advertising . |
External Roles
Not disclosed in Company filings for Povinelli .
Fixed Compensation
Povinelli joined in 2025 and was not a 2024 Named Executive Officer; his specific base salary/bonus were not disclosed in the 2025 proxy . Company framework for executives:
| Element | Purpose | Key terms |
|---|---|---|
| Base Salary | Attract/retain executive talent | Set vs peer data, role and experience; reviewed annually . |
| Annual Cash Bonus | Link pay to near-term performance | Corporate metric-only in 2024; max payout reduced to 200% . |
| Long-Term Incentives | Align with shareholders; retention | 50% RSUs (3-year ratable vesting) and 50% PSUs (3-year performance period; vests at 3 years) . |
| Ownership Guidelines | Skin-in-the-game | CEO 5x salary; other senior execs 3x; must retain 100% of net shares until met . |
| Hedging/Pledging | Selling pressure mitigant | Insider trading policy prohibits hedging, short sales, and pledging; 10b5‑1 permitted under preclearance . |
| Tax Gross‑Ups | Governance | No excise tax gross‑ups in existing agreements . |
Performance Compensation
Company program design and 2024 metrics (context for executive incentives Povinelli would operate within; his personal bonus metrics not disclosed):
| Metric (CSC executives) | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 33.33% | 434.4 | 482.7 | 531.0 |
| System-wide same club sales EFT ($mm) | 33.33% | 3,768 | 3,884 | 4,001 |
| Total franchise club placements (#) | 33.33% | 116 | 137 | 158 |
Program clarifications:
- Corporate club executive metrics used different targets (Corporate Club Adjusted EBITDA, Corporate Club same club EFT, new club revenue) .
- PSUs are earned on adjusted net income per diluted share over a three-year performance period (granted in 2024; vests at year 3) .
Equity Ownership & Alignment
- Stock ownership guidelines: CMO classified as senior executive → required holdings equal to 3x base salary; 100% of net shares from vesting must be retained until guideline met .
- Anti-hedging/pledging: Company policy prohibits hedging, short sales, and pledging of PLNT stock by covered persons; preapproved 10b5‑1 plans allowed .
- Clawbacks: 2019 recoupment policy (discretionary recovery on restatement/excess payouts) and 2023 SEC/NYSE-compliant clawback (mandatory recovery for restatement over prior 3 years on incentive comp tied to financial reporting measures) .
- Beneficial ownership: Povinelli’s share count not included in 12/31/2024 tables because he became an executive officer in 2025; overall director/NEO holdings are disclosed separately .
Employment Terms
- Severance & Change-in-Control policy coverage: Executive officers (including those beyond NEOs) are eligible under the Executive Severance & Change in Control Policy .
- Involuntary termination (no CIC): Base salary continuation (non‑CEO executive officers: 100% of base), pro‑rated annual bonus, 12 months’ cash for employer premiums, and 12‑month continued vesting on time‑based equity; performance awards for completed periods remain payable .
- Involuntary termination within 24 months of a change in control: Lump sum base multiple (non‑CEO officers: 150%), lump sum 100% of target bonus for the CIC year, 12 months of employer premiums, and immediate vesting of unvested time‑based and performance‑based awards (PSUs at target for incomplete periods) .
- Restrictive covenants: Non‑compete/non‑solicit apply during employment and for a “severance period” equal to 12× the salary percentage entitlement (e.g., 150% → 18 months; 300% → 36 months); confidentiality and non‑disparagement also apply .
Performance & Track Record
- Brand evolution agenda: Povinelli presented the plan to evolve brand identity (emotional + functional equities), invest in data/insights (CRM, DCO), leverage scale/NAF, and unify local/national ad funds (~$400M U.S. ad fund; ~2,800 clubs as of 9/30/2025) .
- Partnership execution: Announced multi‑year Hockey Canada partnership to broaden reach and community engagement; Povinelli emphasized values alignment and athlete ambassadorship .
- Company KPIs (for context he influences):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Total Revenue ($000s) | 1,071,326 | 1,181,654 |
| Net Income ($000s) | 147,035 | 174,243 |
| Adjusted EBITDA ($000s) | 435,376 | 487,710 |
| Members (millions) | ~18.7 (derived by 19.7 minus 1.0 net adds cited) | ~19.7 |
Compensation Committee Analysis
- Committee composition and remit: Independent directors oversee CEO/exec compensation, administer equity plans, establish grant policies, human capital strategy, and clawbacks .
- Consultant: Meridian Compensation Partners engaged; independence confirmed; advises peer benchmarking and market practice .
- Peer groups: 2024 peer set included Domino’s, Peloton, Life Time, Krispy Kreme, Wingstop, Wyndham, etc.; updated 2025 peer set added Dutch Bros, Five Below, Valvoline and removed certain names to maintain comparability .
Say‑on‑Pay & Shareholder Feedback
- 2024 advisory vote on 2023 NEO compensation received nearly 94% support, signaling investor acceptance of pay design changes (e.g., corporate‑only bonus metrics, PSU performance horizon extension) .
Investment Implications
- Alignment: Strong governance stack—stock ownership requirements (3x salary for senior execs), mandatory clawbacks, and anti‑hedge/pledge—supports long‑term alignment and reduces forced‑selling risk from pledging or short‑term trading .
- Retention/transition risk: Double‑trigger CIC severance at 150% base for non‑CEO officers and equity vesting at target provide balanced protection without excise tax gross‑ups; restrictive covenants (up to 18–36 months) help mitigate post‑termination competitive risk .
- Execution signal: The CMO’s agenda to modernize brand/CRM and unify ad funds, plus external partnerships, is aimed at sustaining mid‑single‑digit same club sales and the multi‑year growth algorithm; monitoring campaign efficacy and NAF ROI is key for trading views as initiatives roll into 2026 brand ID refresh .
Note: Povinelli’s personal compensation (base salary, bonus targets, grants) and beneficial ownership were not disclosed in the 2025 proxy because he became an executive officer in 2025; sections above reflect Company‑wide program terms applicable to executive officers and contextual performance metrics .