Jay Hoag

About Jay Hoag

Jay Hoag, age 67, has served on Peloton’s Board since August 2018 and became independent Chair of the Board in May 2024. He is Co‑Founder and General Partner of TCV (since June 1995) and currently serves on the boards of Netflix, Inc. and Zillow Group, Inc.; he holds a B.A. from Northwestern University and an MBA from the University of Michigan. The Board determined in September 2025 that Hoag is independent, considering his TCV affiliation and TCV’s status as a large stockholder.

Past Roles

External Roles

Board Governance

• Roles and committees: Independent Chair of the Board; member, Compensation Committee; member, Nominating, Governance and Corporate Responsibility (NGCR) Committee.
• Independent Chair responsibilities: coordinates independent directors, presides at executive sessions, helps set agendas, and facilitates communication with the CEO; he is the presiding director for non‑employee director sessions.
• Independence: Board deemed Hoag independent in Sept 2025 after reviewing relationships, including TCV affiliation.
• Attendance and meetings: In FY2025 the Board met 7x; Audit 6x; Compensation 4x; NGCR 3x; each director attended at least 75% of the aggregate applicable meetings.
• Ownership alignment and policies: Non‑employee directors must hold stock equal to 5x the annual cash retainer within five years; hedging and pledging company securities are prohibited.

FY2025 Board and Committee Meetings

Fixed Compensation

• Structure and policy: Non‑employee directors receive an annual cash retainer of $75,000; equity awards are RSUs only since Sept 2022. The non‑employee Chair receives an additional annual RSU award valued at $90,000; committee chairs receive $15,000 incremental RSU awards.
• FY2025 actual for Hoag: He earned $37,500 in cash fees (timing/proration within the annual cycle) and received RSUs valued at $250,405; total $287,905. Notably, Hoag waived his Annual Chairperson Equity Grant for Fiscal 2025.

Performance Compensation

• Equity vehicles and vesting: Annual director RSUs typically vest 25% quarterly over one year (or until the next annual meeting), and accelerate upon a “Corporate Transaction”; initial director equity grant is $500,000 in RSUs vesting 1/3 per year over three years, also subject to acceleration on a Corporate Transaction.
• Metrics: Non‑employee director compensation is not tied to operational/financial performance metrics (at‑risk pay design applies to executives, not directors).

Other Directorships & Interlocks

• Current public boards: Netflix, Inc.; Zillow Group, Inc.
• Interlocks: Compensation Committee interlocks/insider participation—none disclosed; no member (including Hoag) had relationships requiring disclosure under Reg S‑K for FY2025.
• Governance roles at Peloton: Compensation Committee member; NGCR Committee member; both committees comprised solely of independent directors.

Expertise & Qualifications

• Hoag brings extensive experience investing in and advising public and private technology companies, with strengths in corporate strategy and risk management.
• Board skills matrix highlights broad coverage across technology/innovation, strategy, finance, and risk management at the board level.

Equity Ownership

Note: The Board considered TCV’s large ownership and Hoag’s role at TCV in its independence assessment and determined he is independent.

Shareholder Voting & Engagement Signals

Related Party & Conflicts Review

• Related party transactions: None over $120,000 since July 1, 2024 involving directors, executives, 5% holders, or their immediate family members.
• Review process: Related party transactions require Audit Committee approval (or NGCR if the related party is associated with an Audit member).
• Independence determination explicitly considered TCV affiliation; committee memberships are composed of independent directors.

Compensation Committee Analysis

• Composition/roles: In FY2025, members included Karen Boone (Chair), Jay Hoag, Angel Mendez, and Pamela Thomas‑Graham; all independent; responsibilities include executive pay approvals, director pay recommendations, peer selection, equity plan administration, and clawback/ownership guidelines oversight.
• Consultant and practices: Committee uses an independent compensation consultant; annual executive compensation review; pay‑for‑performance design with at‑risk equity (PSUs with FCF thresholds for executives).

Governance Assessment

• Positives:
  • Independent Chair with clear responsibilities and executive session leadership, enhancing oversight and investor alignment.
  • Strong attendance (≥75%) and active committee participation.
  • Ownership alignment: 5x retainer guideline for directors; hedging/pledging prohibited.
  • Conservative signal: Hoag waived the incremental Chair equity grant for FY2025.
  • No related‑party transactions; committee interlocks absent; independent compensation oversight with clawback policy.
  • Solid shareholder support: 82.3% Say‑on‑Pay in 2024; strong vote for Hoag’s election in 2024.
• Watch items / potential conflicts:
  • TCV, where Hoag is a General Partner, holds 44.3% of total voting power via affiliated funds; while Hoag disclaims beneficial ownership of TCV’s Peloton shares and the Board determined he remains independent, the concentrated voting influence warrants continued monitoring for perceived conflicts.

No red flags identified regarding hedging/pledging (policy prohibits), related‑party transactions (> $120K), or committee interlocks in FY2025.