Karen Boone
PELOTON INTERACTIVEAbout Karen Boone
Karen Boone (age 51) is an independent director of Peloton Interactive, Inc., serving since January 2019 and currently Chair of the Compensation Committee; she also served as Interim Co‑Chief Executive Officer and Co‑President (May–Nov 2024) and as sole Interim CEO and Interim President (Nov–Dec 2024) . Her prior roles include President and Chief Financial & Administrative Officer at Restoration Hardware (2014–2018), CFO (2012–2014), and Audit Partner at Deloitte & Touche (1996–2012); she holds a B.S. in Business Economics from UC Davis .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Restoration Hardware, Inc. | President and Chief Financial & Administrative Officer | May 2014–Aug 2018 | Led administrative functions incl. HR, IR, accounting, legal |
| Restoration Hardware, Inc. | Chief Financial Officer | Jun 2012–May 2014 | Strategic and financial planning leadership |
| Deloitte & Touche LLP | Audit Partner (various roles 1996–2012) | 1996–2012 | Public company audit experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| CoreWeave, Inc. | Director | Current | Not disclosed |
| Rivian Automotive, Inc. | Director | Current | Not disclosed |
| Sonos, Inc. | Director | Current | Not disclosed |
Board Governance
- Independence: The Board determined Boone is independent under Nasdaq and SEC rules (as of Sept 2025); she was not independent during her interim executive service, and resumed independence after returning to non‑employee director status .
- Committee roles: Chair, Compensation Committee (current composition: Boone and Jay Hoag) with remit over executive and director compensation, peer selection, equity plans, succession, clawbacks, and stock ownership guidelines .
- Attendance and engagement: In FY2025 the Board met 7 times; each director attended at least 75% of Board and committee meetings; all directors attended the Dec 3, 2024 annual meeting .
- Executive sessions and leadership: Independent Chair (Jay Hoag); non‑employee directors hold regular executive sessions; Chair presides .
- Governance highlights: Majority independent (6/7), all committees fully independent, annual self‑evaluations, robust risk oversight (including cybersecurity, data privacy, product safety) .
Fixed Compensation
- Director compensation structure:
- Annual cash retainer: $75,000, paid quarterly .
- Annual RSU grant: $225,000, vests quarterly over ~1 year; Chair of the Board receives incremental $90,000 RSUs; committee chairs receive incremental $15,000 RSUs; full acceleration upon corporate transaction .
- Initial RSU grant for new directors: $500,000, vests 1/3 annually; accelerates on corporate transaction .
| Director Compensation (FY2025) | Cash Fees ($) | RSU Awards ($) | Total ($) |
|---|---|---|---|
| Karen Boone | 32,979 | 198,462 | 231,442 |
- Note: Boone voluntarily forfeited non‑employee director awards that would have vested while she served as an officer (Interim Co‑CEO/President) .
Performance Compensation
- Interim executive (FY2024–FY2025) pay actions:
- Interim Co‑CEO/Co‑President (May–Jul 2024): $150,000/month base; RSUs $450,000, vesting in equal monthly increments over May–Jul 2024 .
- Interim Co‑CEO/Co‑President (Aug–Oct 2024): Additional RSUs $450,000 vesting over Aug–Oct 2024 .
- Sole Interim CEO/Interim President (Nov–Dec 2024): $200,000/month base; RSUs $450,000, vesting half on Nov 30, 2024 and half on Dec 31, 2024 .
| Boone Interim Role Compensation | Period | Base Salary ($/month) | RSU Grant ($) | Vesting |
|---|---|---|---|---|
| Interim Co‑CEO/Co‑President | May–Jul 2024 | 150,000 | 450,000 | Equal monthly May–Jul 2024 |
| Interim Co‑CEO/Co‑President | Aug–Oct 2024 | 150,000 | 450,000 | Equal monthly Aug–Oct 2024 |
| Sole Interim CEO/Interim President | Nov–Dec 2024 | 200,000 | 450,000 | 50% 11/30/24; 50% 12/31/24 |
- PSU program context (executives generally; Boone did not receive FY2025 PSUs as Former Interim Co‑CEO was excluded from the Fall 2024 refresh) :
| FY2025 PSU Performance Metric | Threshold | Target | Maximum | Outcome |
|---|---|---|---|---|
| Free Cash Flow ($) | 150,000,000 (50%) | 190,000,000 (100%) | 300,000,000 (200%) | 323,700,000 (200% achieved) |
Other Directorships & Interlocks
- Current public boards: CoreWeave, Rivian Automotive, Sonos .
- Compensation Committee interlocks: None; Boone did not serve on the Compensation Committee during her interim officer period .
- Related party transactions: None >$120,000 since July 1, 2024 involving directors, officers, 5% holders or immediate family; related‑party transactions require Audit Committee approval under policy .
- Independence review explicitly considered Boone’s interim executive service; independence restored thereafter .
Expertise & Qualifications
- Deep consumer brand leadership and administrative oversight (HR, IR, accounting, legal), strategic and financial planning, and public company board/audit committee experience; former Deloitte audit partner; UC Davis B.S. in Business Economics .
Equity Ownership
| Ownership Detail (as of Sept 30, 2025 unless noted) | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned | 284,493 | Includes 262,174 Class A shares plus 22,319 Class A options exercisable within 60 days |
| Class B options exercisable | 450,000 | Exercisable within 60 days |
| Unvested RSUs (June 30, 2025) | 11,688 | Director RSUs unvested balance |
| Total voting power | 1.3% | Class B carries 20 votes/share |
| Hedging/pledging | Prohibited under Insider Trading Policy | Applies to employees and directors |
| Stock ownership guidelines | 5x cash retainer; 5‑year compliance period (directors) | Adopted in 2025 |
Governance Assessment
- Committee leadership and independence: Boone’s role as independent Chair of the Compensation Committee, coupled with use of independent consultants and pay‑for‑performance design (PSUs, clawback, ownership guidelines), supports board effectiveness and investor alignment .
- Attendance and engagement: FY2025 attendance thresholds met; directors attended the 2024 annual meeting, indicating active oversight .
- Conflicts/related‑party exposure: No related‑party transactions; independence affirmed post‑interim service; Compensation Committee interlocks not present .
- Director pay alignment: Mix of cash retainers and RSUs with quarterly vesting, plus chair RSUs, ties board compensation to equity value while maintaining modest cash; Boone forfeited board awards during officer service, avoiding double compensation—positive signal .
- Shareholder feedback: Say‑on‑Pay support of 82.3% at 2024 meeting indicates broad approval of compensation oversight, though not director‑specific .
- Red flags: None material disclosed; note Boone’s 450,000 Class B options carry enhanced voting power upon exercise, but overall total voting power remains low at 1.3% and board policies prohibit hedging/pledging .
- Director commitment: Board assessed external board service; concluded directors are not overcommitted .