Charles Kirol
PELOTON INTERACTIVEAbout Charles Kirol
Charles (“Charlie”) Kirol is Peloton’s Chief Operating Officer, appointed effective April 14, 2025, with 25+ years of global operations and supply chain leadership and ongoing service as a Rear Admiral in the U.S. Navy Reserve leading ~3,600 logistics professionals . He holds a B.S. in Accounting from the University of Florida and an MBA from Indiana University’s Kelley School of Business; his age is disclosed as 58 in the 2025 proxy . He joined amid Peloton’s pivot to cost discipline and FCF-focused incentives; Peloton reported FY2024 revenue of $2,700.5M (down 3.6% YoY), two consecutive quarters of positive Free Cash Flow and Adjusted EBITDA, and large net loss improvement, with PSUs introduced to tie pay to Free Cash Flow starting FY2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| iRobot Corporation | EVP, Chief Global Operations & Technology Officer | 2021–2024 | Led global operations and technology transformation for consumer robotics . |
| iRobot Corporation | EVP, Chief Supply Chain Officer | 2020–2021 | Drove supply chain modernization and resilience . |
| Sensata Technologies | SVP, Global Operations | 2016–2020 | Scaled global manufacturing/operations; earlier VP & Chief Procurement Officer (2015–2016) . |
| Stanley Black & Decker | Executive roles incl. VP Global Supply Management | Various | Led global sourcing and supply chain initiatives . |
| GE Capital | Executive roles | 9 years | Operations and procurement leadership experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Navy Reserve | Rear Admiral (Supply Corps) | Ongoing | Senior-most procurement/logistics leadership; leads ~3,600 logistics professionals . |
Fixed Compensation
| Component | FY2025 Details | Notes |
|---|---|---|
| Base Salary | $635,000 per year | Paid per standard payroll; subject to adjustments. |
| Target Annual Bonus | 60% of base salary (pro-rated for FY2025 to $81,419) | FY2026 onward: 60% target, subject to performance metrics set by Board/Comp Committee . |
| Sign-on Bonus | $70,000 (discretionary; paid within 30 days of start) | Clawback if departure within 12 months, except termination without Cause or resignation for Good Reason . |
| RTO Requirement | On-site Tue–Thu under Peloton RTO policy | Role designated non-remote. |
| Benefits | Eligible for company-sponsored benefits and vacation policy | Standard employee programs. |
Performance Compensation
| Instrument | Grant Value | Metric | Weighting | Target/Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| RSUs (time-based) | $3,750,000 | Stock price alignment | 75% of initial equity | Not performance-based; value varies with share price | Quarterly in 12 equal installments over 3 years; first vest on/after July 15, 2025, subject to continuous service . |
| PSUs (performance-based) | $1,250,000 (three tranches) | Company-set metrics; Peloton introduced PSUs tied to Free Cash Flow beginning FY2025 ; FY2025 PSU program links goals to FCF in refresh grants | 25% of initial equity | Each tranche granted for FY2026, FY2027, FY2028; vests post-year based on approved metrics and continued service | Vests after each fiscal performance year per PSU Agreement . |
Program context: Peloton’s FY2025 compensation mix emphasizes at-risk, performance-based pay, adding PSUs aligned to Free Cash Flow; FY2026 program redesign increases PSU proportion and introduces annual cash bonus opportunities .
Equity Ownership & Alignment
- Stock Ownership Guidelines: Adopted for executives/directors as part of FY2026 redesign (guideline existence; multiples not disclosed) .
- Anti-Hedging/Pledging: Company policy prohibits pledging or margin transactions, with limited exceptions for pre-October 2022 approved transactions .
- Clawback: Exchange Act Rule 10D-1 compliant compensation recovery for erroneously-awarded incentive comp; discretionary recovery for fraud/intentional misconduct linked to restatements .
Employment Terms
| Term | Key Provision | Source |
|---|---|---|
| Employment Status | At-will; either party may terminate at any time | Offer Letter. |
| Severance Plan Eligibility | Tier 1 participant under Peloton Severance & Change in Control Plan | 8-K Item 5.02. |
| Severance (Non-CoC) | Cash equal to: 1x base salary + pro-rated target bonus for year of termination + any prior year bonus unpaid; paid over 12 months; up to 12 months health coverage; time-based equity accelerates by 12 months of service; options exercisable for 12 months post-termination (or earlier expiration) | DEF 14A 2024. |
| Severance (Double-Trigger CoC) | Cash equal to: 1.5x base salary + full target bonus for year of termination + any prior year bonus unpaid; single lump sum within 60 days; up to 18 months health coverage; full acceleration of time-based equity; options exercisable for 12 months post-termination (or earlier expiration) | DEF 14A 2024. |
| Arbitration | Mandatory, exclusive JAMS arbitration in NYC; FAA-governed; exceptions for certain claims (e.g., sexual assault/harassment); preserves equitable relief rights | Offer Letter. |
| D&O Indemnification & Insurance | Indemnified to maximum extent; D&O coverage no less favorable than other senior executives; continues post-service for prior acts | Offer Letter. |
| Proprietary Info & IP | Must sign PIIA as condition of employment | Offer Letter. |
Vesting Schedules and Key Dates
| Award | Grant Structure | Key Dates | Notes |
|---|---|---|---|
| RSU Award | $3.75M time-based | First vest: on/after July 15, 2025; thereafter quarterly over 3 years | Requires continuous service. |
| PSU Awards | $1.25M across FY2026–FY2028 tranches | Each tranche granted (typically in August) with peers; vests post fiscal year based on approved metrics | Metrics set by Comp Committee; service requirement applies. |
Performance & Track Record
- Role mandate at Peloton: Focus on supply chain, cost management, IT, and operational excellence across the business to improve unit economics and service quality .
- Peloton FY2024 context ahead of Kirol’s arrival: Revenue $2,700.5M (-3.6% YoY), net cash used in operations improved by $321.5M YoY, net loss improved by $709.8M YoY, Free Cash Flow improved by $384.2M YoY, and Adjusted EBITDA improved by $212.0M YoY; two consecutive quarters of positive FCF and Adjusted EBITDA .
Compensation Structure Analysis
- Shift to PSUs (FY2025): Clear move to pay-for-performance via Free Cash Flow-linked PSU awards, increasing alignment with stockholder value creation .
- Cash vs. Equity Mix: For Kirol’s initial package, equity dominates (RSU/PSU total $5.0M vs. $635k base and pro-rated FY2025 bonus), consistent with Peloton’s emphasis on at-risk pay .
- Guaranteed vs. At-Risk: Limited guaranteed cash (base + small sign-on) vs. substantial at-risk equity and performance bonus from FY2026 onward .
- Clawback and anti-pledging: Governance safeguards in place to mitigate misaligned risk-taking .
Risk Indicators & Red Flags
- Equity concentration and vesting: Large RSU grant with quarterly vesting could create ongoing selling windows; actual Form 4 activity not disclosed here .
- Governance mitigants: Double-trigger CoC, clawback policy, anti-pledging rules reduce misalignment risks .
Equity Ownership & Alignment
- Beneficial ownership for Kirol not disclosed in the 2024 security ownership table (pre-appointment); the 2025 proxy lists him among executive officers but does not present his share count in cited excerpts .
- Ownership guidelines adopted for executives as part of FY2026 redesign (specific multiples not disclosed) .
- No disclosed pledging by Kirol; pledging broadly prohibited by policy .
Investment Implications
- Incentive alignment: Kirol’s package is heavily equity-based with PSUs introduced across Peloton tied to Free Cash Flow—reinforcing cost discipline and cash generation targets that are critical for de-leveraging and profitability narratives .
- Retention and selling pressure: Quarterly RSU vesting over three years offers steady retention hooks but also regular liquidity events; monitor Form 4s post-vesting for selling signals (not provided here) .
- Downside protection limited: Severance is standard Tier 1 (1x cash; 1.5x cash in CoC) with time-based equity acceleration mechanics, not excessively shareholder-unfriendly; no excise tax gross-ups and robust clawback support governance quality .
- Execution focus: Mandate on supply chain optimization, cost management, and IT rationalization aligns with drivers of FCF and margin improvement—consistent with Peloton’s FY2024 progress and PSU metric selection .