Susan Collyns
About Susan M. Collyns
Independent director since August 2023; age 58. Currently CFO of Fabletics (since Nov 2023); prior executive roles include President/CFO of The Beachbody Company (2014–2022), CFO of Dun & Bradstreet Credibility Corp. (2012–2014), and CFO/COO of California Pizza Kitchen (2001–2011). Bachelor of Economics from Macquarie University; Certified Public Accountant (inactive); former auditor at PwC. Recognized financial reporting, controls, risk management, capital raising, M&A, and digital transformation expertise; serves as Chair of RGP’s Corporate Governance & Nominating Committee and member of the Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Beachbody Company | President & CFO | Aug 2014–May 2022 | Finance leadership; strategic planning and controls |
| Dun & Bradstreet Credibility Corp. | CFO | Jul 2012–Aug 2014 | Public company financial reporting expertise |
| California Pizza Kitchen, Inc. | CFO & COO | 2001–2011 | Operations, transformation, public company reporting |
| PricewaterhouseCoopers LLP | Auditor | N/A | Audit experience; CPA (inactive) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fabletics, Inc. (private) | Chief Financial Officer | Nov 2023–Present | Finance leadership at digitally native brand |
| Bluestone Lane (private) | Director | 2022–Present | Board service at consumer brand |
| Poolwerx (private) | Chair of the Board | 2023–Present | Leadership of global franchise board |
| Dine Brands Global (public) | Director; Audit Committee | 2019–Mar 2024 | Audit oversight at casual dining franchisor |
| Waitr Holdings, Inc. (public) | Director; Chair of Compensation & Audit | May–Nov 2019 | Chaired key governance and financial oversight |
| Potbelly, Inc. (public) | Director; Audit Committee | May 2018–May 2019 | Audit oversight at fast casual concept |
| Zoe’s Kitchen, Inc. (public) | Director; Chair of Audit Committee | Feb 2014–Nov 2018 | Led audit oversight from IPO to privatization |
Board Governance
- Committee assignments: Chair, Corporate Governance & Nominating Committee; Member, Audit Committee. All committees comprised entirely of independent directors under Nasdaq rules; Audit members meet enhanced independence standards.
- Financial expertise: All Audit Committee members, including Collyns, qualify as “financial experts” under Item 407 of Regulation S-K.
- Independence: Board determined all directors other than CEO are independent; no transactions affecting independence determinations.
- Attendance and engagement: FY2025 Board met 7 times; Audit 8; Compensation 6; Corporate Governance & Nominating 4; all directors attended at least 75% of applicable meetings; all attended 2024 annual meeting.
- Risk oversight: Audit Committee oversees financial reporting, internal controls, auditor independence, and technology/cybersecurity risk; Corporate Governance & Nominating oversees governance guidelines, Nasdaq compliance, CSR/sustainability.
- Board leadership: Independent Chair; Board eliminated Lead Independent Director in Aug 2025 given independent Chair.
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer | 50,000 | Paid at start of calendar year; pro-rated for partial year service |
| Chair – Corporate Governance & Nominating | 10,000 | Additional annual retainer |
| Audit Committee membership | 5,000 | Additional annual retainer |
FY2025 actual compensation (non-employee director):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| Susan M. Collyns | 69,344 | 99,992 | — | — | 169,336 |
Performance Compensation
Director equity is time-based, not performance-based; awards vest over four years with change-in-control acceleration. No revenue/EBITDA/TSR metrics apply to director equity grants.
Annual equity award design (directors):
| Type | Grant Date | Shares (#) | Fair Value ($) | Vesting | Change of Control |
|---|---|---|---|---|---|
| Restricted stock or RSUs | Jan 2, 2025 | 11,467 | 99,992 (11,467 × $8.72) | 25% per year over 4 years | Unvested awards fully vest |
Aggregate outstanding equity (as of May 31, 2025):
| Name | Options Outstanding (#) | Unvested Restricted Stock/RSUs (#) |
|---|---|---|
| Susan M. Collyns | — | 18,584 |
Director Deferred Compensation Plan highlights:
- Directors may defer equity (granted as RSUs) and/or cash (credited as RSUs); cash deferrals are fully vested; equity deferrals vest per standard schedule; settled in cash upon end of service.
- In 2025, Dimick, von Maltzan, and Kistinger deferred equity; none deferred cash.
Other Directorships & Interlocks
| Company | Market | Role | Dates | Committee/Notes |
|---|---|---|---|---|
| Dine Brands Global | Public | Director | 2019–Mar 2024 | Audit Committee |
| Waitr Holdings, Inc. | Public | Director | May–Nov 2019 | Chair of Compensation & Audit |
| Potbelly, Inc. | Public | Director | May 2018–May 2019 | Audit Committee |
| Zoe’s Kitchen, Inc. | Public | Director | Feb 2014–Nov 2018 | Chair, Audit Committee |
| Bluestone Lane | Private | Director | 2022–Present | Board member |
| Poolwerx | Private | Chair of the Board | 2023–Present | Board leadership |
- No related-party transactions involving Collyns were disclosed; the only FY2025 related-party transaction involved the CEO’s daughter’s employer advising a third party in an acquisition; Audit Committee approved after review.
Expertise & Qualifications
- 30+ years as CFO/COO/President across public and private companies; deep finance, controls, strategic planning, risk management, capital raising, and M&A experience.
- Technology/digital transformation insights from leadership at digitally native and transformation-focused firms.
- Skills matrix indicates breadth across senior leadership, public board experience, global expertise, finance/accounting, professional services/human capital, risk/compliance, technology/digital, and M&A.
- Financial expert; CPA (inactive); Macquarie University Bachelor of Economics; prior PwC audit background.
Equity Ownership
| Holder | Beneficial Ownership (# Shares) | Percent of Outstanding (%) | Shares Outstanding Reference |
|---|---|---|---|
| Susan M. Collyns | 20,956 | * (less than 1%) | 33,369,581 shares outstanding as of Aug 20, 2025 |
Vesting status and derivatives:
- Unvested restricted stock/RSUs: 18,584 shares as of May 31, 2025; no stock options outstanding.
- Hedging and pledging: Prohibited for directors and officers; no margining or pledging of company stock permitted.
Ownership guidelines:
- Directors should hold Company stock equal to 3× annual board cash retainer; revised July 2024 with compliance period through July 2027; as of May 31, 2025, each current director meets guidelines or has time remaining.
- Directors with >10× guideline level may elect vested cash in lieu of annual equity award.
Governance Assessment
- Board effectiveness: Collyns chairs Corporate Governance & Nominating and serves on Audit, aligning her expertise with oversight of governance, succession, CSR/sustainability, and financial/cyber risk—positive for investor confidence.
- Independence and attendance: Independent under Nasdaq rules; committees fully independent; at least 75% meeting attendance across board/committees; strong engagement signals.
- Compensation alignment: Director pay mix balances modest cash retainer ($50k) with equity (~$100k) vesting over 4 years; CoC accelerates vesting but no performance metrics—typical for directors; no tax gross-ups or repricing in equity plans.
- Ownership alignment: Complies with strengthened stock ownership guidelines; hedging/pledging prohibited; unvested equity exposure supports alignment.
- Conflicts and related parties: No related-party transactions disclosed involving Collyns; overall FY2025 related-party review limited to a transaction involving CEO’s daughter’s employer advising a third party; process oversight by Audit Committee mitigates conflict risk.
- RED FLAGS: None disclosed specific to Collyns (no delinquent Section 16 reports, no pledging, no related-party transactions).