Colleen Keating
Planet FitnessAbout Colleen Keating
Colleen Keating, 56, has served as Planet Fitness CEO since June 10, 2024 and joined the Board the same month; she studied business at Western New England University and brings three decades of hospitality, real estate, operations, and franchise leadership experience . Under company performance disclosures for 2024, Planet Fitness grew revenue 10.3% to $1.2B, expanded Adjusted EBITDA 12.0% to $487.7M, and increased net income to $174.2M; cumulative TSR since 2019 measured $132.39 vs $125.31 for the PEJ peer index as of 2024 year-end . The Board maintains an independent chair (Stephen Spinelli, Jr.) separate from the CEO, and the CEO is the sole management director, supporting governance independence .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| FirstKey Homes | Chief Executive Officer | Feb 2020 – May 2024 | Led strategy, brand-aligned digital initiatives, platform cost reductions, and resident experience improvement at a top U.S. single-family rental operator . |
| InterContinental Hotels Group (IHG), Americas | Chief Operating Officer, Americas | Mar 2018 – Feb 2020 | Oversaw operations of 4,000+ hotels across the Americas, including franchisee performance and company-managed operations . |
| Davidson Hotels & Resorts | EVP, Operations | Jan 2017 – Mar 2018 | Senior operating leadership across managed hotel portfolio . |
| Starwood Hotels & Resorts | SVP Franchise Operations & Compliance, North America; previously SVP Operations, North Region | ~16 years (prior roles culminating in SVP positions) | Multi-brand, multi-region operating and franchise compliance leadership in global hospitality . |
External Roles
No external public-company directorships are disclosed for Ms. Keating in the 2025 proxy; biography focuses on prior executive roles (not board seats) .
Fixed Compensation
| Component | Detail | 2024 Amount/Term |
|---|---|---|
| Base salary (annual rate) | Set at CEO appointment | $1,000,000 effective 6/10/2024 . |
| Salary actually paid (2024) | Pro-rated from start date | $519,231 (SCT) . |
| Target annual bonus | % of salary (not pro-rated in 2024) | 150% of base salary; target $1,500,000 for 2024 . |
| 2024 bonus paid | Outcome vs target | $990,433 (66.03% of target) . |
| Sign-on cash bonus | Retention-linked | $500,000 payable after 1st anniversary; payable on qualifying termination before anniversary . |
| All other comp (2024) | Legal fee reimbursement and tax gross-up | $52,933 total; includes $35,000 legal fee reimbursement and $17,933 tax gross-up . |
Performance Compensation
Annual bonus structure and 2024 outcome (Corporate plan applicable to CEO)
| Metric | Weight | Threshold | Target | Max | 2024 Result | Achieved vs Target | Earned (per-weight) |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 33.33% | 434.4 | 482.7 | 531.0 | 487.7 | 101.0% | 110.4% . |
| System-wide same-club EFT dollars ($M) | 33.33% | 3,768 | 3,884 | 4,001 | 3,813 | 98.2% | 44.5% . |
| Total franchise club placements (#) | 33.33% | 116 | 137 | 158 | 124 | 90.5% | 43.2% . |
| Overall payout | — | — | — | — | — | — | 66.03% of target . |
Notes:
- 2024 plan used corporate-only goals (no individual goals) and reduced max payout to 200% to align with market practice .
Equity incentives (granted in 2024)
| Grant | Grant date | Units/Target | Grant-date fair value | Vesting | Performance metric |
|---|---|---|---|---|---|
| Annual RSUs | 6/10/2024 | 29,381 | $2,092,809 | Ratable over 3 years from grant | Time-based; retention . |
| Annual PSUs (target) | 6/10/2024 | 29,381 | $2,092,809 | Cliff vest on 3rd anniversary (3-year performance period) | Adjusted net income per share, diluted; 0–200% payout . |
| Make-whole RSUs (sign-on) | 6/10/2024 | 73,453 | $5,232,057 | 50% at 1st anniversary; 50% at 2nd anniversary | Time-based; full vest on qualifying termination before 1st anniversary . |
Program design changes:
- PSUs shifted to a three-year performance period beginning with 2024 grants to strengthen long-term alignment; metric remains adjusted net income per share, diluted .
Equity Ownership & Alignment
| Item | Status/Amount |
|---|---|
| Beneficial ownership | 0 shares of Class A and 0 of Class B as of 3/10/2025 (less than 1% ownership) . |
| Unvested awards at 12/31/2024 | RSUs: 73,453 (make-whole) with $7,262,298 MV; RSUs: 29,381 (annual) with $2,904,899 MV; PSUs (reported at 200% max for disclosure): 58,762 with $5,809,799 MV; based on $98.87 share price . |
| Ownership guidelines | CEO must hold 5x base salary; unvested RSUs count; as of 12/31/2024, Keating had met the requirement . |
| Hedging/pledging | Company policy prohibits hedging, short sales, and pledging by insiders . |
Notes:
- Shares outstanding: 83,801,530 Class A; 341,841 Class B as of 3/10/2025 (context for ownership %) .
Employment Terms
Severance & Change-in-Control (CIC)
| Scenario | Cash severance | Bonus | Health benefits (cash) | Equity treatment | Estimated total (12/31/2024) |
|---|---|---|---|---|---|
| Involuntary (no CIC) | 200% of base salary (salary continuation) | Pro-rated annual bonus | 12 months of employer portion of premiums | Time-based awards vesting continuation for 12 months; PSUs for completed performance periods continue per terms | $7,603,843 total; includes $2,990,433 severance, $4,599,449 equity, $13,961 benefits . |
| Involuntary within 24 months post-CIC (double-trigger) | 300% of base salary (lump sum) | 100% of target bonus (lump sum) | 12 months employer portion of premiums | Immediate vesting of all unvested time- and performance-based awards at target for in-flight PSUs | $17,586,058 total; includes $4,500,000 severance, $13,072,097 equity, $13,961 benefits . |
Additional protections:
- If terminated without cause or resigns for good reason before first anniversary of start date, $500,000 sign-on cash becomes payable and make-whole RSUs vest in full (in addition to Severance Policy benefits) .
- Restrictive covenants: non-compete and non-solicit during employment and for the “severance period” (months = 12 × the severance salary multiple), plus confidentiality and non-disparagement .
- No excise tax gross-ups in existing agreements (shareholder-friendly) .
Clawbacks and trading policy:
- SEC/NYSE-compliant clawback adopted (2023) plus legacy discretionary recoupment policy (2019) .
- Insider trading policy includes quarterly windows, pre-clearance, and 10b5-1 plan parameters; prohibits hedging and pledging .
Board Governance
- Board service: Director since 2024; no committee assignments listed for Keating (committee matrix shows checkmarks for other directors only) .
- Leadership structure: Independent Chair (Spinelli) separate from CEO; CEO is the only management director (enhances independence) .
- Attendance: Board met eight times in 2024; all directors attended at least 75% of Board and committee meetings; all then-current directors attended the 2024 annual meeting .
Dual-role implications:
- Keating is CEO and a director, but not Chair; separation of roles, independent committees, and a single management director mitigate concentration of power concerns .
Compensation Committee Analysis
- Committee composition and independence: Enshalla Anderson (Chair), Stephen Spinelli, Jr., Cammie Dunaway, and Christopher Tanco; all independent; met six times in 2024 .
- Independent consultant: Meridian engaged to advise on peer group, market levels, program design; committee determined Meridian’s independence and no conflicts .
- Peer groups:
- 2024 peer set included names such as Domino’s, Texas Roadhouse, Wingstop, Wyndham Hotels, Peloton, Life Time Group, among others .
- 2025 peer set updated to include Dutch Bros, Five Below, Valvoline; removed certain names (e.g., WW, Denny’s) .
- Program refinements: 2024 bonus plan used corporate-only goals and capped max at 200%; 2024 PSUs extended to a three-year performance period based on adjusted NI per share to enhance long-term alignment .
- Say-on-Pay support: Nearly 94% approval in 2024 for 2023 NEO compensation .
Director Compensation (for context)
Non-employee director program (Keating is an employee director): annual cash retainer $70,000 and RSUs $115,000 in 2024 (increasing to $145,000 in 2025), with additional chair and committee retainers; directors must meet ownership guidelines (5x retainer) . Most directors elected to receive stock in lieu of cash retainers in 2024 .
Performance & Track Record Indicators
- 2024 operating highlights: ~150 club openings (2,722 total), ~1.0M net member adds to ~19.7M members, revenue +10.3% to $1.2B, Adjusted EBITDA +12% to $487.7M, net income $174.2M, and ~4.1M shares repurchased .
- TSR context: Cumulative TSR reached $132.39 since 2019 vs $125.31 for PEJ ETF as of 2024 year-end .
Equity Vesting and Potential Selling Pressure
- Make-whole RSUs vest 50% on 6/10/2025 and 50% on 6/10/2026 (subject to continued employment or qualifying termination protection before first anniversary) .
- Annual RSUs vest in equal installments over three years beginning 6/10/2025; PSUs cliff-vest on the third anniversary (6/10/2027) subject to achieving adjusted NI/share targets over 2024–2026 with 0–200% payout .
- Company policy bans hedging/pledging and restricts trading to windows or 10b5-1 plans, moderating opportunistic selling risk .
Risk Indicators & Red Flags
- Strong governance mitigants: separate Chair/CEO; clawbacks; no options granted in 2024 to NEOs; no excise tax gross-ups; anti-hedging/pledging; and no option repricing permitted without shareholder approval per plan design .
- Related party transactions disclosed for a director (Benson) but none indicated for Keating .
- Ownership is low today (0%), but guideline compliance is reported met due to counting unvested RSUs, aiding alignment .
Investment Implications
- Pay-for-performance alignment: 2024 payout at 66% reflects mixed performance vs targets, while 3-year PSUs tied to adjusted NI/share increase long-term accountability; equity-heavy package and ownership guideline compliance support alignment .
- Retention risk appears contained: sizeable unvested RSUs/PSUs through 2027, sign-on protections in year one, and robust severance/CIC economics (200% base for non-CIC; 300% base + target bonus and full vesting at target on double-trigger CIC) .
- Potential stock supply from vesting is known (2025–2027 cadence), but hedging/pledging prohibitions and trading-window controls reduce behavioral risk; any selling would likely occur under structured 10b5-1 plans .
- Governance quality (independent chair, single management director, strong committee independence, high Say-on-Pay support) should be viewed positively by investors evaluating leadership stability and oversight as Keating executes the brand marketing, member experience, growth acceleration, and product/format priorities outlined by the Board .