Angel L. Mendez

About Angel L. Mendez

Angel L. Mendez, age 65, has served as an independent director of Peloton since February 2022 and is the current Chair of the Audit Committee. He is Executive Chairman of LevaData (private AI supply-chain company) and sits on the boards of Kinaxis, Inc. and Sleep Number Corporation. He holds a B.S. in Electrical Engineering from Lafayette College and an MBA from the Crummer School at Rollins College, with three decades of leadership in global supply chain and operations roles at HERE Technologies, Cisco, Palm, Gateway, Citigroup, Allied Signal Aerospace, and GE .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair (current); Audit Committee members are independent and financially literate (Comonte designated as financial expert). The Audit Committee oversees financial reporting, auditor selection/independence, internal audit, ICFR, risk (including cybersecurity/product safety), related-party transactions, and audit/non-audit service approvals .
• Independence: The Board determined in September 2025 that Mendez is independent under Nasdaq/SEC rules; all Audit, Compensation, and NGCR committee members satisfy relevant independence requirements .
• Attendance: In FY2025, the Board met 7 times; Audit Committee 6 times; Compensation Committee 4 times; NGCR Committee 3 times. Each director attended at least 75% of aggregate Board and committee meetings on which they served .
• Committee service history: The Compensation Committee membership during FY2025 included Mendez (alongside Boone, Hoag, Thomas‑Graham); Boone did not serve while acting as Interim Co‑CEO/Co‑President .

Fixed Compensation

• Program design (non-employee directors): Annual cash retainer $75,000, paid quarterly; equity solely in RSUs under the 2019 Plan. Initial appointment grant: $500,000 RSUs (1/3 vest annually). Annual RSU grant: $225,000; incremental RSU grants for chairs—$90,000 for Board Chair, $15,000 for committee chairs. RSUs typically vest quarterly over one year, and initial/annual chair grants accelerate upon a Corporate Transaction .
• FY2025 actuals (reported):
  • Cash fees earned by Mendez: $37,500 .
  • RSU grant date fair value: $264,515 .
  • Total FY2025 director compensation: $302,015 .

Performance Compensation

• Director equity is time-based RSUs; no performance metrics disclosed for non-employee directors. Initial grant ($500,000) vests 1/3 annually; annual grants ($225,000) and chair increments vest quarterly; acceleration upon a Corporate Transaction per the 2019 Plan .

Note: FY2025 reported RSU value for Mendez was $264,515; specific breakout between annual vs chair incremental not separately disclosed .

Other Directorships & Interlocks

• Board over-commitment: The Board has assessed director commitments and determined none are overcommitted regarding number of boards served .

Expertise & Qualifications

• Core credentials: Architect of end-to-end global supply chains with >30 years leadership; tech and aerospace operations; degrees in EE (Lafayette) and MBA (Rollins) .
• Financial literacy: Required for Audit Committee members; Audit Committee chaired by Mendez; Comonte designated “financial expert” by the Board .
• Risk oversight: Audit remit includes financial risk, enterprise exposures, cybersecurity, and safety for products/customers/employees .

Equity Ownership

• Beneficial ownership (as of Sept 30, 2025): 133,661 Class A shares/derivatives beneficially owned (less than 1% voting power). Footnote details 108,802 Class A shares plus 24,859 Class A options exercisable within 60 days .
• Outstanding awards (as of June 30, 2025): 24,859 unexercised options; 13,529 unvested RSUs .
• Ownership alignment: Stock Ownership Guidelines require 5x cash retainer for non-employee directors, with 5-year compliance period .
• Hedging/pledging: Company policy prohibits hedging and pledging by directors .

Governance Assessment

• Strengths:
  • Independent Audit Chair with deep supply chain and operations expertise; Audit Committee remit covers financial reporting integrity, ICFR, internal audit, auditor independence, and enterprise risk including cybersecurity/product safety .
  • High attendance threshold met (≥75%) amid an active meeting cadence (Board 7; Audit 6 in FY2025), signaling engagement .
  • Equity-heavy director compensation and stock ownership guidelines (5x cash retainer) support long-term alignment; hedging/pledging prohibitions reduce misalignment risk .
  • No related-party transactions >$120k since 7/1/2024; mitigates conflict risk from external roles (Kinaxis, Sleep Number, LevaData) .
• Watch items / potential red flags:
  • RSU acceleration upon change-in-control could create perceived incentives around transaction timing; standard but worth monitoring .
  • Multiple external board roles: Board asserts no over-commitment, but continued monitoring appropriate for committee workload and evolving Peloton transformation .
• Signals of board effectiveness:
  • Audit Committee report signed by Mendez; process adherence with EY independence and PCAOB/SEC communications, recommending inclusion of audited FY2025 financials in 10-K .
  • Compensation program governance: during FY2025, Mendez served on Compensation Committee (historically), which uses independent consultants (Compensia and FW Cook) and has clawback oversight; consultants assessed independent and conflict-free .

Fixed Compensation (Program Details Summary)

Performance Compensation (Metrics)

• No performance-based metrics disclosed for non-employee director equity; RSUs are time-based awards. Executive PSU metrics exist but are not applicable to directors .

Other Notes

• Indemnification: Directors covered by indemnification agreements to fullest extent under Delaware law; expense advancement subject to limitations .
• Board leadership: Independent Chair (Jay Hoag) with executive session practices; lead independent director will be designated if Chair and CEO roles are combined in the future .

Insider Trades

• No Form 4 transactions by Mendez are disclosed in the DEF 14A; insider transaction details are not provided in the proxy. Skip if not disclosed .

Related Party & Conflicts

• Policy: Written related-party transaction policy requires Audit Committee approval; if an Audit Committee member is related, NGCR Committee reviews. No qualifying related-party transactions (> $120,000) since July 1, 2024 .
• Audit Committee explicitly reviews/approves related-party transactions and director code-of-conduct waivers .

Conclusion for Investors

• Governance profile indicates independence, robust financial and risk oversight as Audit Chair, and strong alignment via equity-heavy compensation and ownership guidelines. No material related-party exposure disclosed. Monitor change-in-control acceleration optics and external board load as Peloton executes strategic changes .