Jen Cotter
PELOTON INTERACTIVEAbout Jen Cotter
Chief Content Officer at Peloton since May 2019; previously Chief Content Officer at ProCaps (Jan–May 2019) and co-founder of The JJB Collective (Jan 2018–May 2019); earlier held senior content and programming roles at HSN from 2005–2017. Education: BA in Communication and Media Studies (Seton Hall University) and Certificate in Diversity & Inclusion (Cornell University). Age 53; tenure ~6.5 years. Under her tenure, Peloton’s FY2025 results: revenue $2,490.8M (-7.8% YoY), Free Cash Flow $323.7M (>$400M improvement), net loss -$118.9M (+$433M YoY), and Adjusted EBITDA $403.6M (+$400M YoY); pay-versus-performance TSR index reported at 12.01 with Free Cash Flow highlighted as the key incentive metric in FY2025 PSUs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HSN (Home Shopping Network) | VP Talent; SVP Television & On-Air Development; EVP Content, Programming & Television | 2005–2017 | Led talent and multi-channel content strategy for a leading interactive retailer . |
| The JJB Collective | Co-founder; led brand/product/multi-channel/creative strategy | Jan 2018–May 2019 | Advised clients on evolving brand and content strategy . |
| ProCaps Laboratories | Chief Content Officer | Jan–May 2019 | Short-term executive role ahead of joining Peloton . |
External Roles
No public company directorships or external board roles disclosed for Jen Cotter .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $947,115 | $1,000,000 | $1,000,000 |
| Target Annual Bonus (%) | — (no program) | — (no program) | — (no program; bonus introduced in FY2026) |
| Actual Annual Bonus ($) | — | — | — |
Notes: Peloton introduced an annual cash bonus opportunity starting FY2026 (20% of reduced base salary in FY2026, 60% in FY2027; 0–200% payout based on quantitative/qualitative goals) as part of an executive comp redesign; base salaries reduced for leadership team to $850,000 for the remainder of FY2026 with further reduction planned for FY2027 .
Performance Compensation
| Element | Grant Date | Grant Value ($) | Units | Vesting / Metrics | Outcome |
|---|---|---|---|---|---|
| RSUs (FY2025 refresh) | 9/30/2024 | $4,467,781 | 954,654 | Vests 12.5% quarterly from 11/15/2024; fully vested by 8/15/2026 | In-progress; standard service-based vesting . |
| PSUs (FY2025 refresh) | 10/17/2024 | $628,880 (at 100% target) | 119,332 target | Metric: Company Free Cash Flow; Threshold $150M (50%), Target $190M (100%), Max $300M (200%); vests based on FY2025 performance, settled 9/15/2025 | Achieved 200% payout (FY2025 FCF $323.7M), units earned 238,664 . |
| RSU/PSU Mix (FY2025 LTI) | — | — | — | Approx. 85% RSUs / 15% PSUs; shifted to 70% RSUs / 30% PSUs in FY2026 (CEO 50/50) | Enhanced performance linkage going forward . |
PSU Metric Table (FY2025):
| Free Cash Flow Goal ($) | Payout as % of Target | Actual FY2025 FCF ($) | Payout Achieved |
|---|---|---|---|
| 150,000,000 (Threshold) | 50% | 323,700,000 | 200% |
| 190,000,000 (Target) | 100% | 323,700,000 | 200% |
| 300,000,000 (Maximum) | 200% | 323,700,000 | 200% |
Shares/Value Vested (FY2025):
| Metric | FY2025 |
|---|---|
| RSU shares vested | 1,003,841 |
| Value realized on RSU vesting ($) | $7,215,214 |
Equity Ownership & Alignment
| As of 9/30/2025 | Shares/Units | Notes |
|---|---|---|
| Beneficial Ownership – Class A | 737,769 | <1% voting power . |
| Beneficial Ownership – Class B Options | 159,604 | Options exercisable within 60 days . |
| Breakdown (within 60 days) | 100,269 Class A owned; 279,927 Class A RSUs may vest; 357,573 Class A options exercisable; 159,604 Class B options exercisable | Footnote details . |
Policies and Alignment:
- Stock ownership guidelines adopted in 2025: CEO 5x salary; other executive officers 2x salary; five-year compliance period .
- Clawback policy adopted Oct 18, 2023; compliant with SEC/Nasdaq; applies to erroneously-awarded incentive comp after a restatement and permits discretionary recovery for fraud/intentional misconduct .
- Hedging and pledging prohibited under Insider Trading Policy; 10b5-1 trading plans encouraged ; pledging also prohibited prospectively since Oct 2022 update .
Employment Terms
Severance and Change-in-Control Economics (Plan terms; Jen Cotter participates) :
- Qualifying termination (no change-in-control): cash severance equals 1x base salary + pro-rated/current-year bonus (post-redesign terms per Letter Agreement) + prior-year unpaid bonus; 12 months of medical continuation; 12 months’ service-based equity acceleration; vested options exercisable for 12 months .
- Qualifying termination in change-in-control period: cash severance equals 1.5x base salary + target bonus; up to 18 months medical continuation; full acceleration of service-based equity; vested options exercisable for 12 months .
Estimated Payments (as of 6/30/2025):
| Scenario | Cash Severance ($) | Medical ($) | Accelerated Vesting ($) | Total ($) |
|---|---|---|---|---|
| Qualifying termination (no CIC) | 1,000,000 | 28,258 | 9,369,153 | 10,397,411 |
| Qualifying termination (CIC) | 1,500,000 | 42,387 | 15,276,647 | 16,819,035 |
FY2026 Program Redesign (applies to Jen Cotter via Letter Agreement): base salary reduced to $850,000 for remainder of FY2026 (further reduction in FY2027); annual cash bonus opportunity targeted at 20% (FY2026, pro-rated) and 60% (FY2027) of base, with 0–200% payout range based on balanced quantitative/qualitative goals; RSU/PSU mix increased to 70%/30% for executives (CEO 50/50) .
Compensation Structure Analysis
- Pay-for-performance strengthened: introduction of PSUs in FY2025 tied to Free Cash Flow; 200% payout achieved in FY2025 as FCF exceeded maximum target .
- Equity-heavy compensation (FY2025): majority of Jen’s total direct comp via RSUs/PSUs; RSU vesting drives near-term supply, while PSUs are contingent on performance .
- Year-over-year mix shift: FY2026 increases PSU share of LTI (30%), adds annual bonus, and lowers fixed salaries—tightening alignment to operating outcomes .
- Peer group calibration updated in FY2025 to reflect market cap/revenue profile; added Alarm.com, Angi, Bumble, Corsair, Duolingo, fuboTV, Garmin, GoPro, Lyft; removed Affirm, Box, DoorDash, EA, GoDaddy, Okta, RingCentral, Splunk, Take-Two, Twilio, Zoom .
Say-on-Pay & Shareholder Feedback
Say-on-Pay approval at the 2024 Annual Meeting was 82.3%, with the Compensation Committee mindful of investor support while implementing the FY2026 redesign .
Related Party Transactions
No related party transactions >$120,000 involving executive officers since July 1, 2024 were disclosed .
Expertise & Qualifications
Content leadership across broadcast and digital platforms; multi-channel programming and talent development. Education: BA, Seton Hall; Diversity & Inclusion certificate, Cornell .
Work History & Career Trajectory
Progression from on-air development and programming at HSN to founding a creative agency, then short executive stint at ProCaps, culminating in Peloton’s Chief Content Officer role since May 2019 .
Investment Implications
- Alignment: Increased PSU weight and FY2026 bonus program should heighten sensitivity of pay to cash flow and strategic progress; hedging/pledging bans and ownership guidelines (2x salary) support alignment .
- Supply dynamics: Significant RSU vesting (1,003,841 shares; $7.2M value in FY2025) implies ongoing sell-down potential around scheduled vest dates; monitor Form 4s and 10b5-1 plans to assess near-term selling pressure .
- Retention risk: Robust severance/CIC acceleration and equity load reduce near-term departure risk; however, FY2026 base salary reductions offset by bonus and higher PSUs may increase sensitivity to performance volatility .
- Performance linkage: With FCF-driven PSUs achieving 200% in FY2025, continued emphasis on Free Cash Flow and content engagement should be viewed as key levers for future payouts and insider incentives .