Stephen Spinelli Jr.
Planet FitnessAbout Stephen Spinelli, Jr.
Stephen Spinelli, Jr., age 70, is Planet Fitness’s Independent Director and non‑executive Chair of the Board (Chair since May 2017; director since January 2012). He is the President of Babson College (since July 2019), previously Chancellor of Thomas Jefferson University (2017–2018) and President of Philadelphia University (2007–2017). Spinelli co‑founded Jiffy Lube International, later becoming its largest franchisee and serving as CEO of American Oil Change Corporation. He holds a Ph.D. in economics from Imperial College London, an MBA from Babson College, and a BA in Economics from McDaniel College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Babson College | President | Jul 2019–Present | Executive leadership and entrepreneurship; institutional strategy |
| Thomas Jefferson University | Chancellor | Jul 2017–Jun 2018 | Post‑merger leadership; Chancellor Emeritus effective Jul 1, 2018 |
| Philadelphia University | President | Aug 2007–Jun 2017 | Led institution through merger with Thomas Jefferson University |
| Jiffy Lube International, Inc. | Co‑founder, franchisee, director | Co‑founded 1979; became largest franchisee | Franchising operations and growth execution |
| American Oil Change Corporation | Chief Executive Officer | Prior to Babson roles | Operational leadership in consumer services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Berwind Corporation | Board of Advisors | Current | Private company advisory role |
| Fyzical Therapy and Balance Centers | Board of Directors | Current | Private company director |
Board Governance
- Independent status: Board determined Spinelli is an independent director under NYSE rules .
- Leadership: Non‑executive Chair; sets Board agendas, presides over independent director sessions; Chair/CEO roles are separated to enhance oversight .
- Committee assignments: Member, Compensation Committee; Member, Nominating & Corporate Governance Committee; not on Audit Committee .
- Committee leadership and cadence: Compensation (Chair: Anderson) met 6 times in 2024; Nominating & Governance (Chair: Dunaway) met 5 times .
- Board activity and attendance: Board met 8 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Board/committee self‑evaluation: Comprehensive 2024 assessment facilitated by NACD, including questionnaires and interviews, with feedback discussions to improve effectiveness .
- Risk oversight: Audit oversees ERM, cybersecurity, related party transactions; Compensation oversees compensation risk and recoupment policies; Nominating & Governance oversees ESG .
- Governance policies: Clawback, anti‑hedging, anti‑short sale, and anti‑pledging policies for directors and senior officers; regular executive sessions; independent comp consultant .
Fixed Compensation
| Component | 2024 Program | Effective Apr 1, 2025 Program |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $70,000 | $70,000 |
| Annual RSU grant (target grant date fair value) | $115,000 | $145,000; vests by 1st anniversary/next annual meeting; prorated for mid‑year appointments |
| Board Chair additional retainer | $55,000 | $125,000; 50% cash/50% RSUs |
| Committee Chair retainers | Audit: $25,000; Comp: $20,000; N&G: $15,000 | Audit: $30,000; Comp: $25,000; N&G: $20,000 |
| Committee member retainers | Audit: $12,500; Comp: $10,000; N&G: $7,500 | Audit: $12,500; Comp: $10,000; N&G: $7,500 |
| Cash retainer settlement election | May elect fully vested shares in lieu of cash | Same; share settlement election continues |
| 2024 Director Compensation (Spinelli) | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $142,500 |
| Stock awards (grant date fair value) | $114,953 |
| Total | $257,453 |
| Notes | Most directors elected to receive shares in lieu of cash retainer; election available under program |
Performance Compensation
| Equity Award Parameters | Details |
|---|---|
| Instrument | RSUs for non‑employee directors (time‑based) |
| Vesting | Generally vests in full on first anniversary of grant date (2024 program); 2025 program vests on earlier of 1‑year anniversary or next annual meeting |
| Performance metrics | None disclosed for director equity; awards are time‑based (no options for directors noted) |
| Clawback/recoupment | Compensation committee oversees adoption and administration of recoupment policies |
| Specific RSU Grant | Grant Date | Shares | Grant Date Fair Value (USD) | Vesting |
|---|---|---|---|---|
| Annual RSU (Spinelli) | 2024‑04‑30 | 1,921 | $114,953 | Vests ~1st anniversary per director program |
| SEC filing link | https://www.sec.gov/Archives/edgar/data/1637207/000156218024003710/0001562180-24-003710-index.htm |
No director bonus, option awards, or performance-tied equity metrics for non‑employee directors are disclosed; equity is time‑based RSUs .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Private company boards/advisory | Berwind Corporation (Advisory); Fyzical Therapy & Balance Centers (Director) |
| Compensation committee interlocks | None among Spinelli/committee members over prior 3 years; no reciprocal interlocks with Planet Fitness executives |
Expertise & Qualifications
- Deep franchising expertise as franchisor and franchisee; international business development; consumer services operations; executive leadership; entrepreneurship .
- Academic leadership credentials (Babson President; prior Chancellor/President roles) with finance and strategy experience .
- Advanced education: Ph.D. in Economics (Imperial College London); MBA (Babson); BA in Economics (McDaniel) .
Equity Ownership
| Metric | Value |
|---|---|
| Class A common stock beneficially owned | 151,392 shares; less than 1% of Class A |
| Class B common stock beneficially owned | 124,052 shares; 36.3% of Class B |
| Vested/vesting within 60 days (Class A) | 27,340 shares vested or vesting; Class B holdings underlying vested Holdings Units |
| Unvested RSUs (as of Dec 31, 2024) | 1,921 RSUs unvested |
| Shares outstanding reference | Class A: 83,801,530; Class B: 341,841 (as of Mar 10, 2025) |
| Ownership guidelines | Directors must hold 5× annual cash retainer; all directors met minimum as of Dec 31, 2024 |
| Hedging/pledging | Anti‑hedging, anti‑short sale, and anti‑pledging policies applicable to directors |
Insider Trades (Form 4)
Governance Assessment
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Strengths
- Independent, non‑executive Chair since 2017, with clear separation from CEO role; coordinates agendas and independent director sessions, supporting effective oversight .
- Material franchise expertise directly relevant to Planet Fitness’s franchise model; long‑tenured board service since 2012 adds institutional memory .
- Active on Compensation and Nominating & Governance committees; committee cadence suggests engagement (6 and 5 meetings in 2024) .
- Strong alignment policies and compliance: director ownership guidelines met; anti‑hedging/anti‑pledging/clawback policies in place .
- No compensation committee interlocks; no delinquent Section 16 filings disclosed for Spinelli (note: one late Form 5 only for Benson) .
- Recent say‑on‑pay support (~94% in 2024) indicates favorable shareholder sentiment on compensation governance (context for Compensation Committee oversight) .
-
Potential risks and considerations
- Classified board structure (three‑year terms) persists; while the company cites continuity benefits, some investors prefer annual elections for accountability .
- Significant external leadership commitment (Babson College President); attendance met company threshold (≥75%), but no per‑director rates disclosed for deeper assessment .
- No Spinelli‑specific related party transactions disclosed; Audit Committee retains approval authority for any related person transactions .
Director compensation for 2025 increases equity grant targets and Board Chair retainer (partly in RSUs), which may further strengthen equity alignment but also raises guaranteed Chair cash compensation; continued use of RSUs (time‑based) avoids option repricing risks .