Nick Caldwell
PELOTON INTERACTIVEAbout Nick Caldwell
Nick Caldwell, age 44, is Peloton’s Chief Product Officer, appointed effective November 1, 2023, with 20+ years leading product and engineering at Twitter, Google/Looker, Reddit, and Microsoft; he holds a BS in Computer Science & Electrical Engineering from MIT and an MBA from UC Berkeley Haas . Under his tenure (FY2025), Peloton prioritized profitable growth with revenue of $2,490.8M (down 7.8% YoY), Adjusted EBITDA improving to $403.6M ($400M YoY improvement), and Free Cash Flow of $323.7M ($409M YoY improvement), while launching product features such as Teams, Strength+ app, and Personalized Plans . Peloton’s pay-versus-performance shows FY2025 Free Cash Flow as the primary new PSU metric and long-run TSR disclosed under SEC rules; FY2025 TSR (indexed from 2020 base) is presented in the proxy’s PVP table . Caldwell also serves on HubSpot Inc.’s board (since Jan 2021) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| VP Engineering, Consumer Products (Jun 2020–Dec 2021); GM, Core Technologies (Dec 2021–Nov 2022) | 2020–2022 | Led consumer product engineering and core technologies during a period of platform scale | |
| Senior Director, Product & Engineering (Feb 2020–Jun 2020) | 2020 | Product/engineering leadership pre-Peloton | |
| Looker (acquired by Google 2020) | Chief Product Officer | 2018–2020 | Drove BI product strategy through acquisition |
| VP Engineering | 2016–2018 | Led engineering at a scaled consumer platform | |
| Microsoft | Various roles; General Manager, Power BI | 15 years (dates not specified) | Enterprise analytics leadership, scaled BI product |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| HubSpot, Inc. | Director | Jan 2021–present | Public company directorship |
| Bitly, Inc. | Private company board (prior) | Not disclosed | Prior private board service |
| True Search | Private company board (prior) | Not disclosed | Prior private board service |
Fixed Compensation
| Component | FY2024 | FY2025 | FY2026 (in effect from Sep 2025 redesign) |
|---|---|---|---|
| Base Salary (USD) | $1,000,000 | $1,000,000 | $850,000 annualized; further reduction planned FY2027 |
| Annual Cash Bonus Target | No annual bonus program (FY2022–FY2025) | No annual bonus program (FY2025) | 20% of base (pro-rated from adoption), 0–200% payout range; 60% target in FY2027 |
Notes:
- FY2026 bonus design: 50% quantitative operational metrics + 50% qualitative progress on strategic imperatives (committee discretion; CEO recommends for direct reports) .
Performance Compensation
Long-term Equity Mix and Design
- FY2025 introduced PSUs for the first time; RSUs + PSUs comprised the LTI program (Caldwell received both) .
- FY2026 mix moves to 70% RSUs / 30% PSUs for leadership (CEO mix 50/50); PSUs with 0–200% payout range .
Caldwell – FY2025 Grants and Outcomes
| Award Type | Grant/Performance Detail | Count/Value | Vesting |
|---|---|---|---|
| RSUs (Refresh) | Grant date 9/30/2024 | 954,654 units; $4,467,781 FV | 12.5% quarterly starting 11/15/2024; 100% by 8/15/2026 |
| PSUs (Refresh) | Metric: Free Cash Flow; Threshold $150M (50%), Target $190M (100%), Max $300M (200%); Actual FY2025 FCF $323.7M (200% payout) | Target 119,332; Achieved 238,664 units | Vested fully on 9/15/2025 |
Company Performance Metrics (FY2025)
| Metric | FY2025 Result |
|---|---|
| Revenue (USD) | $2,490.8M (−7.8% YoY) |
| Adjusted EBITDA (USD) | $403.6M (≈+$400M YoY) |
| Free Cash Flow (USD) | $323.7M (≈+$409.4M YoY) |
| Avg Net Monthly Paid CF Sub Churn | 1.6% |
FY2026 Bonus Design (Applies to Caldwell)
| Element | FY2026 |
|---|---|
| Target | 20% of base salary (pro-rated from program adoption) |
| Payout Range | 0–200% of target |
| Metrics | 50% quantitative operational; 50% qualitative strategic progress (CEO recommendation; committee discretion) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 9/30/2025) | 857,120 Class A shares (less than 1%); comprised of 737,788 owned and 119,332 RSUs vesting within 60 days |
| Unvested Equity (as of 6/30/2025) | RSUs: 1,041,667 (Grant 11/1/2023) + 596,659 (Grant 9/30/2024); PSUs: 119,332 target (these vested 200% on 9/15/2025) |
| Upcoming Vesting Supply (illustrative) | 11/1/2023 RSUs vest 1/16 quarterly after 11/1/2024; 9/30/2024 RSUs vest 12.5% quarterly from 11/15/2024 (implies ~65,104 + 119,332 shares vest per quarter thereafter) |
| Ownership Guidelines | Execs: 2x base salary within 5 years; CEO 5x; Directors 5x cash retainer |
| Hedging/Pledging | Prohibited for employees and directors (no margin, no pledging, no hedging) |
| Trading Plans | 10b5-1 plans strongly encouraged; cooling-off rules observed |
Vesting-driven supply analysis is derived from disclosed grant counts and schedules; inputs are sourced from the proxy tables and footnotes .
Employment Terms
| Term | Detail |
|---|---|
| Role/Start | Chief Product Officer, effective Nov 1, 2023 |
| Current Pay Architecture | FY2026 redesign: lower base ($850k for remainder of FY2026) + annual bonus; higher PSU mix (30% of LTI for leadership) |
| Severance (non-CIC) | Cash: 1x base salary + 100% target bonus plus pro-rata target bonus for the year; 12 months COBRA; 12 months equity vesting acceleration |
| Severance (CIC + qualifying termination) | Cash: 1.5x base salary + target bonus; up to 18 months COBRA; full acceleration of time-based equity (performance awards per agreement) |
| Clawback | Policy complying with Rule 10D-1; allows recovery for restatements and fraud/misconduct |
| Non-Compete / Non-Solicit | Required as condition to receive severance benefits |
| Say-on-Pay (context) | 82.3% approval at 2024 AGM |
| Related Party Transactions | None over $120,000 since July 1, 2024 (other than comp) |
Compensation Structure Analysis
- Shift to pay-for-performance: Introduction of PSUs in FY2025 tied to Free Cash Flow and increased PSU mix in FY2026 (70/30 RSU/PSU for leadership) improves direct linkage to financial outcomes .
- Cash at risk increases: Replacing a pure fixed cash model with an annual bonus (0–200% range) adds variable pay tied to operational and strategic execution; base salary reductions reinforce alignment .
- Governance guardrails: Double-trigger CIC, no excise tax gross-ups, hedging/pledging ban, ownership guidelines, and a robust clawback mitigate misalignment risks .
Director/Committee and Peer Benchmarks (Context)
- Compensation Committee: Independent; uses Compensia and F.W. Cook; conducts annual reviews and peer benchmarking .
- FY2025 peer group: Alarm.com, Angi, Bumble, Corsair, Duolingo, fuboTV, Garmin, GoPro, Lyft, Docusign, Dropbox, IAC, Match, Pinterest, Roku, Sonos, Zillow (additions/removals per proxy) .
Risk Indicators & Red Flags
- Positive: No hedging/pledging; double-trigger CIC only; no executive retirement plans; limited perquisites; clawback in place .
- Watch items: Significant scheduled RSU vesting through FY2026 could create selling pressure absent 10b5-1 plans; however, policy encourages 10b5-1 usage and ownership guidelines require multi-year holding targets .
Performance & Track Record
- FY2025 execution: Launched Teams (community), Strength+ app (gym-focused), and Personalized Plans; focused on profitability with FCF and Adjusted EBITDA exceeding internal targets tied to PSU payouts .
- Pay-versus-performance: FY2025 FCF is the primary financial performance measure for executive PSUs; TSR data disclosed in SEC PVP table for context .
Performance Compensation – Detailed PSU Payout Table (FY2025)
| Metric | Weighting | Threshold | Target | Max | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|---|
| Free Cash Flow | N/A (not disclosed) | $150M (50%) | $190M (100%) | $300M (200%) | $323.7M | 200% | 9/15/2025 |
Equity Detail – Caldwell Outstanding (as of 6/30/2025)
| Grant | Instrument | Unvested Units | Vesting Terms |
|---|---|---|---|
| 11/1/2023 | RSUs | 1,041,667 | 1/4 at 1-year, then 1/16 quarterly thereafter |
| 9/30/2024 | RSUs | 596,659 | 1/8 quarterly following vesting commencement (12.5% per quarter) |
| 10/17/2024 | PSUs (target) | 119,332 | Vested at 200% (238,664) on 9/15/2025 |
Investment Implications
- Alignment improving: Caldwell’s equity-heavy pay and PSU linkage to FCF (200% payout in FY2025 on $323.7M FCF) underscore stronger pay-for-performance alignment versus prior years without PSUs .
- Supply overhang risk: Material RSU vesting through Aug 2026 (join grant and FY2025 refresh) can add selling pressure; monitor 10b5-1 filings and Form 4s for cadence of sales and plan adoption .
- Retention and CIC: Double-trigger CIC with acceleration and competitive severance reduce retention risk during strategic transitions; FY2026 bonus introduction and ownership guidelines reinforce multi-year alignment .
- Execution lens: FY2025 product releases and improved profitability metrics support incentive payouts; sustaining growth while managing churn and revenue declines remains key to long-term value creation .