Chris Bruzzo
About Chris Bruzzo
Independent director (age 56) at Peloton since December 2023; served as Interim Co‑CEO/Co‑President from May–November 2024. Former EVP & Chief Experience Officer at Electronic Arts; prior leadership roles at Starbucks, Amazon, and Regence Blue Shield. Holds a B.A. in Political Science from Whitworth University. As of September 2025, the Board affirmed his independence after considering his brief interim executive service, and he chairs the Nominating, Governance & Corporate Responsibility (NGCR) Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Electronic Arts | EVP & Chief Experience Officer | 2014–2023 | Led consumer experience/brand; founded Somos EA (Latinx ERG) |
| Starbucks | SVP, Channel Brand Management | 2007–2014 | Brand/retail channel strategy |
| Amazon | VP, Marketing & PR | 2003–2006 | Marketing/communications leadership |
| Regence Blue Shield | Assistant VP, Communications | 1998–2003 | Corporate communications |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boot Barn Holdings, Inc. (NYSE: BOOT) | Independent Director | 2021–present | Compensation Committee Chair |
| Wize (edtech) | Advisory Board Member | n/a | Advisory capacity |
| Mission Scholars (non‑profit) | Board President | n/a | College access for low‑income students |
Board Governance
- Committee assignments: Chair, Nominating, Governance & Corporate Responsibility (oversees director nominations, governance, and ESG/corporate responsibility programs) .
- Independence: Board determined in Sept 2025 that Bruzzo is independent; he was not independent only during his interim executive service (under a year) .
- Attendance: In FY2025 the Board met 7x; NGCR 3x; each director attended at least 75% of their Board/committee meetings .
- Board leadership: Independent Chair (Jay Hoag); independent executive sessions are held regularly .
- Related‑party transactions: None >$120,000 since July 1, 2024 (beyond compensation already disclosed) .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| FY2025 Director cash fees (Bruzzo) | $37,500 | Paid quarterly; reflects period as non‑employee director during FY2025 |
| Peloton non‑employee director annual cash retainer (policy) | $75,000 | Paid in quarterly installments |
Director compensation structure (policy):
- Annual equity grant: $225,000 in RSUs; Committee Chairs receive an additional $15,000 RSU; Board Chair receives an additional $90,000 RSU; awards vest quarterly over one year; acceleration on Corporate Transaction .
- Initial equity grant for new directors: $500,000 RSUs, vesting over 3 years; accelerates on Corporate Transaction .
Performance Compensation
| Item | Amount / Terms | Vesting / Metrics |
|---|---|---|
| FY2025 Director RSU awards (Bruzzo) | $262,817 | Standard time‑vested director RSUs (equity‑heavy mix) |
| Unvested RSUs held (6/30/25) | 69,358 units | Director awards outstanding at FY end |
| Stock options outstanding (6/30/25) | 0 | No options held as director |
| Interim Co‑CEO base salary (May–Jul 2024) | $150,000 per month | Cash salary during interim service |
| Interim Co‑CEO RSU award (May–Jul 2024) | $450,000 | Vested in equal monthly increments over 3 months |
| Interim Co‑CEO RSU award (Aug–Oct 2024) | $450,000 | Granted in Oct 2024 reflecting Aug–Oct service |
| Forfeiture while officer | Forfeited director awards that vested during officer service | Alignment measure (no double‑dipping) |
| End of interim service | Stepped down as Interim Co‑CEO Nov 1, 2024 | Returned to non‑employee director role |
Notes:
- Director equity is time‑based; no director performance metrics. Company‑wide, PSUs for executives were tied to Free Cash Flow in FY2025 (not applicable to non‑employee directors) .
Other Directorships & Interlocks
| Company | Overlap/Interlock Considerations |
|---|---|
| Boot Barn (Comp Committee Chair) | No disclosed Peloton related‑party transactions with Boot Barn; no supply/customer conflicts disclosed |
| Prior affiliations (EA/Starbucks/Amazon) | Historical employment; no current Peloton related‑party transactions disclosed |
Expertise & Qualifications
- Deep consumer brand, digital marketing, and communications expertise; global consumer experience; member of Latino Corporate Directors Association .
- Governance/ESG oversight as NGCR Chair (director slate, governance, corporate responsibility, and annual Board/committee self‑evaluations) .
- Board has adopted clawback policy; stock ownership guidelines (directors 5× cash retainer; 5‑year compliance window) .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Class A shares beneficially owned (as of 9/30/25) | 206,489 | <1% of voting power |
| Class B shares beneficially owned | 0 | Dual‑class structure; 20 votes per Class B share |
| Unvested RSUs outstanding (6/30/25) | 69,358 | Director equity outstanding |
| Options outstanding (6/30/25) | 0 | None |
| Pledged/hedged shares | None disclosed; pledging/hedging prohibited by policy | Insider Trading Policy prohibits pledging/hedging |
| Director ownership guideline | 5× annual cash retainer; 5‑year compliance period | Adopted in 2025 |
Governance Assessment
- Strengths/signals
- Independent director with relevant consumer/digital expertise; NGCR Chair role strengthens board refreshment, governance, and ESG oversight .
- Equity‑heavy director pay (FY2025 RSU $262,817 vs cash $37,500) aligns with shareholders; forfeiture of director awards during interim officer service avoided overlap .
- Stock ownership guidelines (5× cash retainer) and clawback policy enhance alignment and accountability; hedging/pledging prohibited .
- No related‑party transactions involving Bruzzo since July 1, 2024; Board/committee independence affirmed; independent Chair and regular executive sessions .
- Attendance met at least 75% threshold in FY2025 (Board 7 meetings; NGCR 3) . Say‑on‑Pay support at 82.3% in 2024 indicates acceptable investor sentiment toward compensation governance .
- Watch items / potential concerns
- Recent interim executive service can raise independence optics; Board explicitly reassessed and confirmed independence in Sept 2025 after <1‑year officer stint .
- External commitments (Boot Barn Compensation Chair) require time balancing; Board states no over‑commitment among directors .
Overall: No conflicts or related‑party exposures identified; compensation and ownership structures support alignment; governance roles and attendance support board effectiveness.
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