Cammie Dunaway
Planet FitnessAbout Cammie Dunaway
Independent director at Planet Fitness since October 2017, age 62, and designated independent by the Board under NYSE rules. She is an experienced consumer and digital marketing executive (Duolingo CMO 2018–2022; prior leadership at KidZania, Nintendo, Yahoo!, and Frito-Lay) with an MBA from Harvard Business School and a BS in Business Administration from the University of Richmond. Her core credentials span brand strategy, international marketing, digital transformation, loyalty, and public company governance—capabilities the Board highlights as valuable for PLNT’s digital channel expansion and international growth.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duolingo | Chief Marketing Officer | 2018–Jul 2022 | Led consumer growth and brand; retired in 2022 |
| KidZania | U.S. President & Global CMO | Not disclosed | Led U.S. business, global marketing |
| Nintendo | EVP (Sales & Marketing, Americas) | Not disclosed | Oversaw U.S., Canada, LatAm sales/marketing |
| Yahoo! | Chief Marketing Officer | Not disclosed | Corporate marketing leadership |
| Frito-Lay | Various roles incl. Chief Customer Officer; VP Kids & Teens brands | 13 years | Sales/marketing leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Flo (women’s digital health) | Director | Current | Not disclosed |
| The Wonder Project (private studio) | Director | Since Aug 2024 | Not disclosed |
| Red Robin Gourmet Burgers, Inc. | Director | 2014–May 2024 | Not disclosed |
| GoHealth, LLC | Director | 2017–2021 | Not disclosed |
| Nordstrom fsb | Director | 2014–2017 | Not disclosed |
| Marketo, Inc. | Director | 2015–2016 | Not disclosed |
| Brunswick Industries | Director | 2006–2014 | Not disclosed |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, Compensation Committee. In 2024, Nominating & Corporate Governance met 5x; Compensation met 6x.
- Independence: Board affirmatively determined Ms. Dunaway is independent under NYSE rules.
- Attendance: Board met 8x in 2024; each director attended at least 75% of Board and committee meetings on which they served; all then-current directors attended the 2024 annual meeting.
- Board leadership: Independent Chair separate from CEO; regular executive sessions of non-management directors.
- Risk oversight: Audit (ERM, cyber, related-party), Compensation (comp risk), Nominating & Governance (ESG) committees oversee respective risks.
- Governance enhancements: Board proposed eliminating supermajority voting in Charter and adopted proxy access in Mar 2025 (3%/3 years; up to 2 nominees or 20% of Board).
Fixed Compensation (Director)
| Component | 2024 Program | 2025 Update (effective Apr 1, 2025) |
|---|---|---|
| Annual cash retainer (non-employee) | $70,000 | $70,000 |
| Annual RSU grant (target FMV) | $115,000 (vests ~1 year) | $145,000 (vests earlier of 1 year or next AGM; prorated on off-cycle) |
| Board Chair retainer | $55,000 (cash) | $125,000 (50% cash / 50% RSUs) |
| Committee Chair retainers | Audit $25,000; Comp $20,000; N&CG $15,000 | Audit $30,000; Comp $25,000; N&CG $20,000 |
| Committee Member retainers | Audit $12,500; Comp $10,000; N&CG $7,500 | Same: Audit $12,500; Comp $10,000; N&CG $7,500 |
| Cash in stock election | Directors may elect to receive fully vested shares in lieu of cash | Same |
| 2024 Actual – Cammie Dunaway | Amount |
|---|---|
| Fees earned or paid in cash (elected in shares except Mr. Acoca) | $95,000 |
| Stock awards (RSUs) | $114,953 |
| Total | $209,953 |
Note: In 2024, each director other than Mr. Acoca elected to receive shares in lieu of cash retainer, supporting alignment.
Performance Compensation
| Equity Vehicle | Performance Metric(s) | Vesting |
|---|---|---|
| Director RSUs | None (time-based; not performance-conditioned) | Vests in full around 1 year; from 2025, earlier of 1 year or next AGM |
Other Directorships & Interlocks
- Current public company boards: None disclosed; current roles at Flo (private company) and The Wonder Project (private studio).
- Prior public boards: Red Robin (2014–May 2024); Marketo (2015–2016). Also prior service at Nordstrom fsb and GoHealth (entity types per disclosure). No disclosed interlocks with PLNT’s compensation or audit committees; compensation committee interlocks section reports none.
Expertise & Qualifications
- Deep consumer/digital marketing and international go-to-market experience (Nintendo, Yahoo!, Frito-Lay, Duolingo).
- Governance: Prior multi-industry board experience; chairs PLNT’s Nominating & Governance committee; comp committee member.
- Education: MBA, Harvard Business School; BS Business Administration, University of Richmond.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Class A) | 20,152 shares; <1% of Class A outstanding (as of Mar 10, 2025) |
| Ownership guidelines (Directors) | 5x annual cash retainer; directors must retain 100% of net shares until met; as of Dec 31, 2024, each non-employee director had achieved minimum holdings |
| Hedging/Pledging | Insider trading policy prohibits hedging, short sales, and pledging by covered persons |
| Section 16 compliance | Company reports all required filings timely for 2024, except one gift by another director (Gov. Benson); no exception noted for Ms. Dunaway |
Governance Assessment
- Strengths: Independent status; committee leadership (N&CG Chair) and compensation oversight experience; solid attendance record; alignment via equity and election to take retainers in stock; compliance with robust anti-hedging/pledging and stock ownership guidelines; Board moving to shareholder-friendly provisions (proxy access; supermajority removal proposals).
- Potential risks/considerations: No specific red flags disclosed for Ms. Dunaway; no related-party transactions identified; overall committee workload is moderate (N&CG Chair + Comp member) with 11 committee meetings in 2024—manageable.
- Say-on-Pay signaling: 2024 say-on-pay support near 94% indicates constructive shareholder sentiment toward compensation governance under committee oversight that includes Ms. Dunaway.
Related-Party & Conflicts
- Related person transactions policy: Audit Committee reviews and must approve any related-person transactions >$120,000; none disclosed involving Ms. Dunaway.
- The only disclosed waiver of Codes of Conduct in 2024–2025 related to another director’s interim CEO service; not applicable to Ms. Dunaway.
Director Compensation Structure Analysis
- Mix & alignment: Program balances fixed retainer with time-based RSUs; directors can take cash retainers in stock (widely elected in 2024) to enhance alignment. 2025 program increases equity grant size and certain chair retainers, staying aligned with peers.
- Shareholder safeguards: Director ownership guideline of 5x cash retainer achieved by all; anti-hedging/pledging policy in place.
Compensation Committee Analysis
- Composition: Independent-only; includes Ms. Dunaway; chaired by Enshalla Anderson. Met six times in 2024.
- Consultant: Meridian Compensation Partners engaged; assessed as independent with no conflicts.
- Interlocks: None reported.
Say-on-Pay & Shareholder Feedback
| Year | Outcome |
|---|---|
| 2024 Say-on-Pay (advisory) | ~94% support of votes cast; used by committee to inform future decisions |
Attendance & Engagement
- Board meetings: 8 in 2024; directors ≥75% attendance; all directors attended 2024 AGM.
Summary Signals for Investors
- Positive signals: Independent governance leader with relevant digital/brand expertise; strong alignment via equity and ownership guidelines; no conflicts disclosed; Board advancing shareholder-friendly reforms.
- Watch items: None specific to Ms. Dunaway disclosed; continue to monitor any future external board roles for potential related-party interactions, though current policy oversight mitigates risks.