Craig Benson
Planet FitnessAbout Craig Benson
Craig Benson, age 70, has served on the Planet Fitness (PLNT) Board since July 2017 and is a Class I director nominated for re-election at the 2025 annual meeting; he served as PLNT Interim CEO from September 2023 to June 2024 . He co-founded Cabletron Systems (later a leading networking company with 7,000 employees and $1.6B in sales) and held CEO/COO/President roles; he is CEO of Soft Draw Investments (since 2002), former Governor of New Hampshire, and holds a Finance degree from Babson and an MBA in Operations Management from Syracuse University . Core credentials include executive leadership, marketing strategy, digital transformation, data analytics, public company governance, and franchise experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Planet Fitness | Interim Chief Executive Officer | Sep 2023 – Jun 2024 | Transitioned out upon CEO appointment; not eligible for bonus/LTI; accrued vacation paid |
| Cabletron Systems, Inc. | Co-founder; Chairman; CEO/COO/President | 1983 – Jul 1999 | Grew to 7,000 employees and $1.6B annual sales |
| State of New Hampshire | 79th Governor | Prior tenure; dates not specified | Recognized by Cato Institute for effectiveness |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Soft Draw Investments, LLC | Chief Executive Officer | Since 2002 | Ongoing leadership role |
| Babson College | Vice Chairman of the Trustees | Current | Higher-education governance role |
| Sycamore Networks Inc. | Director | Oct 2007 – Apr 1, 2013 | Prior public company directorship |
| Lahey Health System, Inc.; Lahey Hospital & Medical Center | Trustee | 2005 – 2019 | Non-profit health system trustee |
Board Governance
- Committee assignments: None; Benson is not listed as a member or chair of Audit, Compensation, or Nominating & Governance committees for 2024 .
- Independence: The Board identified six independent directors (Spinelli, Rathke, Dunaway, Anderson, Tanco, Acoca); Benson is not listed among independent directors .
- Attendance/engagement: Board met 8 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all then-current directors attended the 2024 annual meeting . Board and committees conducted an NACD-facilitated self-evaluation; all directors are NACD members with ongoing education .
- Related party/Code of Conduct waiver: During Benson’s Interim CEO tenure, the Board waived Code requirements regarding his ownership interests in a PLNT franchisee (DA Business Enterprises, LLC) and 10.5% ownership of vendor Radianse; transactions required Board/Audit Committee approval and were disclosed via 8‑K/A on Nov 1, 2023 .
| Governance Item | Detail |
|---|---|
| Director class/term | Class I; term expiring at 2025 annual meeting; nominated for re-election |
| Committees | None |
| Independence | Not listed among independent directors by Board |
| 2024 Board meetings | 8 meetings; ≥75% attendance by each director |
| Self-evaluation | NACD-facilitated Board and committee review; all directors are NACD members |
Fixed Compensation
- 2024 Interim CEO compensation: Base salary $250,000; no bonus or LTI eligibility; upon transition, no severance beyond accrued vacation payout .
- 2024 Director compensation (post-transition): Cash director fees $38,889; pro-rated non-employee director RSU grant of 1,433 shares (grant date 2024-06-10) with grant date fair value $102,073, vesting in full on 2025-04-30 subject to continued service .
| Component | Amount/Detail | Period/Date |
|---|---|---|
| Interim CEO Base Salary | $250,000 | 2024 |
| Annual Bonus (Interim CEO) | Not eligible | 2024 |
| LTI (Interim CEO) | None | 2024 |
| Accrued Vacation Payment | $11,106 | 2024 (transition) |
| Tax Equalization Payments | $12,247 | 2024 (partner tax treatment) |
| Director Fees | $38,889 | 2024 (post-transition) |
| Director RSU Grant | 1,433 RSUs; $102,073 fair value | Grant: 2024-06-10; vest 2025-04-30 |
Performance Compensation
- No performance-based awards or annual bonus were granted to Benson in 2024 (interim CEO not eligible; director equity was time-based RSUs) .
| Plan/Metric | Status | Notes |
|---|---|---|
| Annual Bonus (Interim CEO) | Not eligible | 2024 |
| Performance Share Units (Director) | None granted | 2024 director equity was RSUs |
| Performance Share Units (Interim CEO) | Not eligible | 2024 |
Other Directorships & Interlocks
| Relationship | Entity | Economic Detail (2024) | Notes |
|---|---|---|---|
| Franchise Area Development Agreement | BL Technologies Investments, LLC (developer led by Benson) | ADA obligates opening 35 clubs; 23 opened as of 2024-12-31 | ADA fees totaled $350,000 (historical); terms aligned with 2024 growth model |
| Franchisee Financial Flows | Benson franchise agreements | ~$4,448,077 royalties/NAF/other fees paid to PLNT; ~$2,325,670 equipment purchases through PLNT in 2024 | Ongoing related party transactions overseen per policy |
| Vendor Ownership | Radianse Systems (amenity tracking software) | Benson owns ~10.5%; PLNT paid ~$375,938 in 2024; deployed at 245 corporate clubs and ~765 franchise clubs and HQ | Board Code waiver during Interim CEO tenure |
Expertise & Qualifications
- Over 40 years of executive leadership across B2B services, media, consumer electronics/services; expertise in marketing strategy, international business development, communications, data analytics, loyalty, digital transformation, and corporate governance .
- Public sector leadership (Governor of NH), recognized for effectiveness; founder/operator experience scaling Cabletron to $1.6B revenue .
- Ongoing board education via NACD; Board exposure to AI, GLP‑1, cybersecurity regulatory topics in 2024 .
Equity Ownership
| Security | Beneficial Ownership | % of Class | Breakdown |
|---|---|---|---|
| Class A Common Stock | 136,110 shares | Less than 1% (“*”) | Includes 32,858 shares vested/will vest within 60 days; plus 103,252 Class A underlying identical Holdings Units and Class B shares (all vested) |
| Class B Common Stock | 103,252 shares | 30.2% of Class B outstanding | 341,841 Class B outstanding as of 2025-03-10 |
| Unvested Director RSUs | 1,433 RSUs | — | Vests in full on 2025-04-30 |
| Hedging/Pledging Policy | Prohibited for directors/officers/employees | — | Insider trading policy bans hedging, short sales, and pledging |
Insider Trades
| Transaction Date | Filing Date | Type | Note |
|---|---|---|---|
| 2024-12-12 | 2025-02-12 | Gift (Form 5) | One gift disposition reported late due to inadvertence |
Governance Assessment
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Independence and conflicts: Benson is not listed as independent; his franchisee and vendor relationships are material related-party exposures. Board/Audit Committee oversight and a formal Related Person Transactions Policy (with market-comparable terms, approval/ratification) are mitigating controls, but the Board’s Code waiver during his Interim CEO tenure highlights conflict sensitivity that investors should monitor closely .
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Ownership alignment: Significant economic alignment through Holdings Units/Class B (103,252; 30.2% of Class B), plus Class A ownership (136,110) and director RSUs; director/senior officer stock ownership guidelines and anti-hedging/anti-pledging policies further support alignment .
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Engagement: Board met 8 times in 2024; Benson met the ≥75% attendance threshold; NACD-facilitated self-evaluation and continuing education indicate active board development .
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Compensation signals: Interim CEO pay was conservative (salary-only, no bonus/LTI), and director equity was time-based RSUs; no discretionary or performance awards to Benson in 2024 .
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RED FLAGS:
- Related-party transactions: sizable 2024 franchise-related payments ($4.45M) and equipment purchases ($2.33M) tied to Benson’s franchisee entities; vendor fees to Radianse (~$0.38M); Board waiver of Codes during his Interim CEO tenure .
- Section 16 reporting: Late Form 5 for a gift disposition (filed 2025-02-12 for 2024-12-12 transaction) .
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Mitigants:
- Audit Committee reviews/approves related person transactions per policy; insider trading policy prohibits hedging, short sales, and pledging; clawback policies (2019 and 2023) in place .