Frances Rathke

About Frances Rathke

Independent director at Planet Fitness since August 2016, Frances Rathke is a former public-company CFO with deep finance, M&A, and risk oversight credentials and is the Board’s Audit Committee Chair and designated “audit committee financial expert.” She is age 64, holds a B.S. in Accounting from the University of Vermont, and previously was a CPA (inactive) . She serves in Class III with a current board term running to the 2027 annual meeting and is affirmatively determined independent under NYSE rules . Her prior operating experience includes 12 years as CFO and treasurer at Keurig Green Mountain, interim CFO at Wild Oats Markets, and 11 years as CFO/secretary at Ben & Jerry’s .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; committee members are Rathke (Chair), Bernard Acoca, and Christopher Tanco; the Audit Committee met 5 times in 2024 .
• Financial expertise: Board has designated Rathke as an “audit committee financial expert”; all audit committee members are NYSE/Rule 10A‑3 independent and financially literate (for Acoca and Tanco) .
• Independence: The Board has determined Rathke is independent under NYSE rules .
• Board structure and attendance: Board met 8 times in 2024; each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
• Term/classification: Class III director with term continuing to the 2027 annual meeting .
• Audit Committee remit includes oversight of financial reporting, ERM (including cybersecurity and vendor/supply chain), and related party transaction review/approval .
• Audit Committee report: Recommended inclusion of audited financials in the 2024 Form 10‑K and appointed KPMG for fiscal 2025; report signed by Rathke (Chair), Acoca, Tanco .

Fixed Compensation

Non‑Employee Director Compensation Program (structure and changes):

• 2024 program: $70,000 annual cash retainer; RSU grant targeted at $115,000; Chairs: Audit $25,000; Compensation $20,000; Nominating/Gov $15,000; Committee members: Audit $12,500; Compensation $10,000; Nominating/Gov $7,500; directors can elect fully‑vested shares in lieu of cash retainer; RSUs generally vest at first anniversary .
• Effective April 1, 2025: RSU grant target increased to $145,000; Audit Chair retainer increased to $30,000; Board Chair retainer $125,000 (50% cash/50% RSUs); Compensation Chair $25,000; Nominating/Gov Chair $20,000; member retainers remain Audit $12,500; Compensation $10,000; Nominating/Gov $7,500; RSUs vest on earlier of one year or next annual meeting; prorated for mid‑cycle appointments; cash retainer can be taken in stock .

Performance Compensation

• Planet Fitness does not use performance‑based equity for directors; annual director equity is time‑based RSUs that generally vest on the first anniversary (or by next annual meeting under the updated program) .
• As of 12/31/2024, Rathke held 1,921 unvested RSUs from the 2024 director grant (same count for each non‑employee director) .

Other Directorships & Interlocks

Expertise & Qualifications

• Former multi‑cycle public company CFO (Keurig Green Mountain 12 years; Ben & Jerry’s 11 years) with capital markets and M&A experience (oversaw $1.5B acquisitions at Keurig) .
• Audit Committee Financial Expert designation; deep financial oversight and ERM/cyber/risk remit through Audit Chair role .
• Education: B.S. in Accounting, University of Vermont; earlier CPA (inactive) .

Equity Ownership

Director Compensation Mix (YoY)

Related-Party Exposure and Section 16 Compliance

• Related‑party transactions: Audit Committee is responsible for reviewing/approving any related‑person transactions >$120,000; no related‑party transactions disclosed involving Rathke .
• Section 16 filings: For 2024, the company believes all reporting persons complied, except a late Form 5 by Gov. Benson (unrelated to Rathke) . In 2023, one late Form 4 was filed by multiple directors, including Rathke, due to inadvertence .

Governance Assessment

Strengths

• Independent director with extensive CFO experience; Audit Committee Chair and designated financial expert—strong signal for financial oversight and risk governance .
• Solid engagement: Board met 8x in 2024 with at least 75% attendance by each director; all directors attended the 2024 annual meeting .
• Alignment: Director retainer split between equity and cash, with option to take retainer in stock (which Rathke did in 2024), plus robust stock ownership guideline (5x cash retainer) met as of 12/31/2024 .

Watch‑outs / Red flags

• Administrative lapse: one late Form 4 filing in 2023 (inadvertent and company‑reported) .
• Director pay program increased effective April 1, 2025 (RSUs to $145k; higher chair fees), which modestly raises fixed board pay; however, structure remains standard for peers and maintains equity-based alignment .

Implications for investors

• Rathke’s leadership on Audit and financial expert status should reinforce confidence in financial reporting integrity, ERM, and related‑party oversight .
• Her historical choice to take equity in lieu of cash retainer, plus compliance with ownership guidelines, supports “skin‑in‑the‑game” alignment .
• No disclosed related‑party entanglements tied to Rathke; oversight structures and policies are explicit and active .