Deepak Mulchandani
About Deepak Mulchandani
Deepak M. Mulchandani, age 53, is Chief Technology Officer and a director of TRNR (Interactive Strength Inc.) since December 2021; he holds a B.S. in Computer Science from Purdue University and has deep product engineering experience in connected fitness and smart home gym technology . Company pay‑versus‑performance disclosures identify adjusted EBITDA as the company‑selected measure; TSR is presented from IPO (May 2023) for pay‑vs‑performance, but specific TSR values are not itemized in the excerpt . No Rule 10b5‑1 trading plans are on file for directors/officers, and no legal proceedings disclosures apply to him in the past ten years per proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Peloton Interactive, Inc. (Nasdaq: PTON) | Senior Vice President, Product Engineering | Jun 2017 – Jul 2019 | Senior product engineering leadership in connected fitness; experience in smart home gym industry cited by TRNR as board qualification |
| Emerge Now Inc. | Chief Product Officer and EVP Engineering | Jan 2020 – Dec 2021 | Led product and engineering; technology/product engineering background cited as qualification for TRNR board service |
External Roles
| Category | Role/Company | Years | Notes |
|---|---|---|---|
| Public company boards | None | — | Proxy states TRNR directors are not directors in any other reporting companies |
Fixed Compensation
| Year/Effective Date | Base Salary ($) | Target Bonus (%) | Notes |
|---|---|---|---|
| Jun 14, 2025 (new arrangement) | 375,000 | 50% | New compensatory arrangement approved June 14, 2025; annual performance bonus plan established by the Company from time to time |
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Bonus | Company annual bonus plan metrics (not specified) | Not disclosed | 50% of base salary | Not disclosed | Annual, per plan; specific metrics not disclosed |
| LTI Preferred Stock | Retention‑linked economics via dividend accrual contingent on continued board service/employment | Not applicable | 200,000 Series LTI Preferred shares granted | Dividends accrue at 10% compounded annually on Original Issue Price (payable only if holder remains on board or, for executives not on board, has not resigned) | Convertible after June 6, 2026; conversion price $10.60 as of Aug 21, 2025; no voting rights; subject to Nasdaq stockholder approval or redemption at Original Issue Price if approval not obtained by June 6, 2026 |
Equity Ownership & Alignment
| Metric | Jan 17, 2025 | Jul 29, 2025 |
|---|---|---|
| Beneficial ownership (# shares) | 101 (1 share + 100 options exercisable within 60 days) | 11 options exercisable within 60 days |
| Ownership % of common | 0.01% of 1,402,126 shares outstanding | Not disclosed; all executives/directors collectively own <0.1% of shares |
| Options (exercisable within 60 days) | 100 | 11 |
| Shares pledged as collateral | None disclosed | |
| 10b5-1 trading plan on file | None | |
| Director ownership policy | Non‑employee director ownership policy adopted (hold minimum value and retain % of shares until compliant); not implemented in 2024 |
Equity Awards Detail (LTI Preferred Stock)
| Grant Date | Instrument | Quantity | Dividend Terms | Conversion Timing & Price | Voting Rights | Key Conditions |
|---|---|---|---|---|---|---|
| Jun 14, 2025 | Series LTI Preferred Stock | 200,000 shares | 10% per annum on Original Issue Price, compounded annually; dividends payable only if holder remains on Board (executives not on Board must not have resigned) | Convertible at holder’s option after Jun 6, 2026; Conversion Price $10.60 (as of Aug 21, 2025) ; requires Nasdaq stockholder approval or cash redemption at Original Issue Price if approval not obtained by Jun 6, 2026 | None, except as required by law | LTI Preferred only issuable to executive officers and non‑employee directors |
| Jun 14, 2025 | Issuance approval | — | — | — | — | Compensation Committee approved issuance to executive officers including 200,000 shares to Deepak Mulchandani |
Notes:
- 2020 Plan/2023 Plan options generally vest over four years, priced at or above fair market value, with 10‑year terms; weighted‑average 2020 Plan exercise price $92,000/share (reflects historical share structure) . Specific option strike/vesting for Mulchandani not disclosed.
Employment Terms
| Term | Detail |
|---|---|
| Role start date | CTO and Director since Dec 2021 |
| Severance (Executive Severance Plan) | If terminated without cause/for good reason/death/disability: salary continuation for 12 months + subsidized COBRA; within 12 months post‑change‑in‑control: salary + target bonus for 12 months, full vesting acceleration of all equity awards, subsidized COBRA; includes 280G best‑net cutback (no excise tax gross‑up) |
| Non‑compete/Non‑solicit | Not disclosed for Mulchandani (Ward/Madigan agreements state no non‑compete) |
| Indemnification & D&O insurance | Company provides customary Delaware‑law indemnification agreements and maintains D&O insurance |
| Code of ethics | Applies to directors/officers; future amendments/waivers to be disclosed |
| 10b5‑1 plans | None |
Board Governance
| Attribute | Detail |
|---|---|
| Board class/term | Class I director; term expires at 2027 annual meeting |
| Independence | Board determined independent directors are Bartok Touw, Weaver, and Leis; executives (Ward, Mulchandani) are not independent |
| Committee memberships | Audit: Bartok Touw (Chair), Weaver, Leis; Compensation: Bartok Touw (Chair), Weaver; Nominating & Governance: Bartok Touw (Chair), Weaver; Mulchandani is not on any committee |
| Lead Independent Director | Kirsten Bartok Touw serves as Lead Independent Director under guidelines due to non‑independent Chairperson |
| Board structure | Classified board (three classes, staggered terms) |
| Director compensation | Employee directors receive no additional board compensation; non‑employee directors received no compensation in 2024 per policy |
Director Compensation
| Year | Cash Retainer | Committee Fees | Chair Fees | Meeting Fees | Equity Grants |
|---|---|---|---|---|---|
| 2024 | $0 | $0 | $0 | $0 | $0 (non‑employee directors); employee directors receive no additional compensation for board service |
Risk Indicators & Red Flags
- Dual role: CTO + Director; not independent. Governance mitigants: Lead Independent Director and independent Audit/Compensation/NCG committees .
- Very low common equity alignment: 0.01% beneficial ownership as of Jan 17, 2025; only 11 exercisable option shares by Jul 29, 2025; executives/directors collectively <0.1% ownership, indicating limited “skin in the game” in common equity .
- LTI Preferred Stock structure: cash‑like 10% accruing dividend tied to continued service and delayed convertibility (post‑Jun 6, 2026) with redemption if shareholder approval not obtained; lacks voting rights. This incentivizes retention but could create future conversion overhang; conversion price $10.60 referenced as of Aug 21, 2025 .
- Change‑in‑control economics: single/double‑trigger framework provides salary+target bonus payments for 12 months and full equity vesting acceleration in CoC terminations; 280G best‑net cutback avoids gross‑ups .
- No 10b5‑1 plan on file; insider selling pressure currently unstructured; pledging/hedging not disclosed .
Investment Implications
- Alignment: Common equity ownership is minimal, reducing direct alignment with common shareholders; however, the LTI Preferred grant ties economic benefits to continued board service and introduces delayed conversion optionality, supporting retention but potentially adding a medium‑term equity overhang post‑June 2026 .
- Incentives: Cash bonus target is 50% of salary with unspecified metrics; company’s pay‑vs‑performance framework emphasizes adjusted EBITDA, but specific CTO bonus metrics are not disclosed—limiting visibility into pay‑for‑performance rigor .
- Retention/CoC: Executive Severance Plan provides standard protections and full acceleration on CoC terminations, which can be protective for senior talent but may reduce the sting of underperformance in sale scenarios; presence of 280G cutback is shareholder‑friendly versus tax gross‑ups .
- Governance: Dual executive/director role heightens independence concerns, but independent committee structure and lead independent director oversight mitigate some risks; lack of board compensation for employee directors avoids added conflicts .
- Trading signals: No 10b5‑1 plan and no disclosed pledging suggest limited pre‑planned selling; watch for disclosures around LTI Preferred stockholder approval/redemption by June 6, 2026 and any subsequent conversions at the stated conversion price ($10.60 as of Aug 21, 2025), which could affect float and supply dynamics .