Pamela Thomas-Graham
PELOTON INTERACTIVEAbout Pamela Thomas-Graham
Pamela Thomas-Graham, 62, has been an independent director of Peloton since March 2018. She is Founder & CEO of Dandelion Chandelier (since Aug 2016) and previously served on the Executive Board of Credit Suisse (2010–Aug 2016). She holds a BA in Economics from Harvard and a joint MBA/JD from Harvard Business School and Harvard Law School . She currently serves on Peloton’s Audit Committee and was deemed independent by the Board in September 2025 .
Past Roles
| Organization | Role | Tenure (disclosed) | Committees/Impact |
|---|---|---|---|
| Credit Suisse Group AG | Executive Board member; Chair, New Markets (Private Bank); Global Chief Marketing & Talent Officer | 2010–Aug 2016 | Branding, governance, executive leadership |
| Angelo, Gordon & Co. | Managing Director | 2008–2010 | Investment leadership |
| Liz Claiborne (now Tapestry) | Group President | 2005–2007 | Consumer brand operations |
| CNBC / CNBC.com (NBC Universal) | President & CEO | Began 1999 | Media leadership |
| McKinsey & Co. | Consultant; first Black woman partner | Started 1989; became partner 1995 | Strategy; first Black woman partner milestone |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Bumble Inc. | Director | Current | Public board |
| Compass, Inc. | Director | Current | Public board |
| Norwegian Cruise Line Holdings Ltd. | Director | 2018–2021 | Prior public board |
| The Clorox Company | Director; Lead Independent Director | 2005–2021; Lead ID 2016–2021 | Prior public board leadership |
| Anthemis Digital Acquisitions I Corp. | Director | 2021–2023 | Prior SPAC board |
| Rivian Automotive, Inc. | Director | 2021–June 2024 | Prior public board |
| Bank of N.T. Butterfield & Son Limited | Director | 2017–May 2024 | Prior public board |
Board Governance
- Committee assignments: Audit Committee member (current). Audit Committee composition: Mendez (Chair), Comonte, Thomas-Graham .
- Independence: Board determined Thomas-Graham is independent under Nasdaq and SEC rules (Sept 2025); all committee members meet relevant independence requirements .
- Attendance and engagement: FY2025 meeting cadence—Board 7x, Audit 6x, Compensation 4x, NGCR 3x; each director attended at least 75% of aggregate Board and committee meetings (FY2025) .
- Prior Compensation Committee service: Served on Compensation Committee in FY2025; the committee reported no relationships requiring disclosure under Regulation S‑K .
- Audit oversight: Audit Committee reviewed FY2025 audited financials and auditor independence; members rely on information from management and auditor; recommended inclusion of audited statements in the FY2025 10-K .
- Risk oversight: Board oversees strategic/operational/compliance/financial risks, including generative AI; Audit Committee assists with risk management .
Fixed Compensation
| Component | Policy Details | FY2025 Actual for Thomas-Graham |
|---|---|---|
| Annual cash retainer | $75,000, paid quarterly to non-employee directors continuing after annual meeting date | $37,500 (fees earned/paid in cash) |
| Committee chair fees | $15,000 incremental RSU grant to each committee chair; $90,000 incremental RSU grant to Board Chair, at annual meeting | Not a chair; no incremental chair award disclosed |
| Meeting fees | Not disclosed | Not disclosed |
| Form of director cash | Retainer only; no per-meeting fees indicated | Retainer received per above |
Performance Compensation
| Equity Element | Policy/Structure | FY2025 Data for Thomas-Graham | Vesting/Acceleration |
|---|---|---|---|
| Annual RSU grant | $225,000 RSUs to each continuing non-employee director on annual meeting date | RSU grant-date fair value: $252,111 | Typically vests 25% quarterly over one year; accelerates upon Corporate Transaction |
| Chair RSU grants | $90,000 (Board Chair) and $15,000 (committee chair) incremental RSUs | Not applicable (not a chair) | Same vesting/acceleration as annual grant |
| Initial director grant | $500,000 RSUs to new non-employee directors (policy since Sept 2022) | Not applicable to her 2018 appointment under current policy framework | 1/3 per year over 3 years; accelerates on Corporate Transaction |
| Options to directors | Since Sept 2022, director equity solely RSUs; options may be used in limited circumstances (overall plan) | No FY2025 option grants to Thomas-Graham disclosed | N/A |
No performance metrics are tied to director equity (RSUs are time-based); performance stock units (PSUs) are used for executives, not directors .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Commentary |
|---|---|---|
| Rivian Automotive, Inc. | Thomas-Graham served 2021–June 2024; Karen Boone currently serves on Rivian’s board | Past interlock with a current Peloton director at a third-party issuer; no Peloton-related transactions disclosed |
| Bumble Inc.; Compass, Inc. | Current directorships | No supplier/customer/competitor relationship disclosed with Peloton |
Expertise & Qualifications
- Corporate governance and executive leadership across financial services, consumer brand, and media sectors .
- Branding and management consulting experience; former McKinsey partner (first Black woman partner) .
- Financial literacy; Audit Committee member; Board designates an audit committee financial expert (Comonte) .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned | 126,947 | Includes 111,509 Class A shares and 15,438 options exercisable within 60 days of Sept 30, 2025; <1% of Class A |
| Class B shares/derivatives | 341,486 (options exercisable within 60 days) | Represents options to purchase Class B; 2.1% of Class B |
| Unexercised options at FY2025 year end | 356,924 | Of which 341,486 are Class B options |
| Unvested RSUs (FY2025 year end) | 12,698 | Unvested RSU balance |
| Stock ownership guidelines | 5x cash retainer for non-employee directors; five-year compliance period adopted in 2025 |
Governance Assessment
- Independence and committee alignment: Independent director; active Audit Committee member—supports financial reporting oversight and risk monitoring .
- Attendance and engagement: Met minimum attendance thresholds in FY2025; Board and committees met regularly (Board 7x; Audit 6x) .
- Director pay alignment: Mix favors equity via RSUs; no meeting fees; annual RSU grants align with shareholder value; directors moved to RSU-only since Sept 2022—reduces option-related risk and enhances alignment .
- Ownership alignment: Holds Class A shares and in-the-money/exercisable options; subject to enhanced ownership guidelines (5x retainer, five years to comply) .
- Conflicts/related-party exposure: Board affirmed independence; Compensation Committee disclosed no relationships requiring Reg S‑K disclosure in FY2025; no family relationships among directors/executives; Audit Committee reviews related-party transactions .
- Shareholder sentiment: Say-on-Pay approval 82.3% at 2024 Annual Meeting; triennial frequency through 2026—signals acceptable pay governance framework; Compensation program redesigned for executives (PSUs, bonuses), not directly affecting director pay .
Red Flags: None disclosed for Thomas-Graham: no pledging noted, no related-party transactions, independence affirmed, attendance adequate .