Trent Ward
About Trent Ward
Trent A. Ward is co‑founder, Chief Executive Officer, and Chairman of the Board of TRNR; he has served on the board since inception in May 2017. He is 44 and holds a B.S. in Economics and a B.A.S. in Engineering from the University of Pennsylvania, with prior roles as associate, analyst, and portfolio manager at Citadel LLC (2006–2014) before pursuing entrepreneurial ventures (2014–2017) that led to TRNR’s precursor entity . Pay‑versus‑performance disclosures identify Adjusted EBITDA as the company‑selected measure; the value of an initial $100 investment based on TSR was $13.03 in 2023 and $0.01 in 2024, with net losses narrowing over time . See Financials Context for multi‑year revenue, EBITDA, and net income trends.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citadel LLC | Associate, Analyst, Portfolio Manager | 2006–2014 | Developed financial markets expertise and portfolio management capabilities applicable to scaling TRNR |
| Entrepreneurial ventures (precursor entity to TRNR) | Founder/Investor | 2014–2017 | Initiated R&D and commercialization efforts for the precursor entity starting Oct 2015, culminating in TRNR formation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None (public reporting companies) | — | — | Company notes its directors are not directors in other reporting companies |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2022 | 229,920 | — | 0 |
| 2023 | 295,000 | — | 0 |
| 2024 | 300,000 | 75% of base (effective 2024) | 0 |
| 2025 | 450,000 (effective Jun 14, 2025; previously $375,000 effective Jan 1, 2025) | 75% of base | Not disclosed |
Salary changes and dates:
- Jan 1, 2025: increased to $375,000
- Jun 14, 2025: increased to $450,000
Performance Compensation
Annual Incentive (Cash Bonus)
| Year | Metric | Weighting | Target | Actual | Vesting/Payout Timing |
|---|---|---|---|---|---|
| 2024 | Annual performance plan (metrics not enumerated); Adjusted EBITDA used in pay‑versus‑performance disclosure | Not disclosed | 75% of salary | $0 | Annual cycle; none paid for 2024 |
| 2025 | Annual performance plan (metrics to be established by Compensation Committee) | Not disclosed | 75% of salary | Not disclosed | Annual cycle |
Long‑Term Incentive (Equity)
| Grant/Action | Instrument | Grant/Action Date | Shares / Value | Strike Price / Terms | Vesting | Expiration / Notes |
|---|---|---|---|---|---|---|
| Option award (aggregate grant‑date fair value, SCT) | Stock options | FY 2022 | $4,320,000 | Repricing later set at $20,514/share (Jan 24, 2023) | 2021 options cancelled Aug 31, 2022; replacement grants: one fully vested option to purchase 2 shares; a second option to purchase 2 shares—1 vested Dec 1, 2022, 1 vested Dec 1, 2023, remainder vesting ratably Dec 1, 2023–Dec 1, 2024 | Options generally 10‑year term under plans |
| Option award (aggregate grant‑date fair value, SCT) | Stock options | FY 2023 | $19,755,877 | Board approved repricing of previously granted, unexercised options to $20,514/share; 1:1, vesting unchanged (Jan 24, 2023) | As per original schedules | Options generally 10‑year term |
| LTI Preferred issuance | Series LTI Convertible Preferred Stock | Jun 14, 2025 | 500,000 shares to Trent Ward | Unregistered sale exempt under 4(a)(2) | Not applicable | Stockholder approval to issue ≥20% of common upon conversion was not obtained (Nasdaq Rule 5635(c) proposal failed on Sep 26, 2025) |
| Plan backdrop | 2020 Plan; 2023 Stock Incentive Plan | 2020; Jan 24/26, 2023 | — | Equity awards post‑IPO under the 2023 Plan; no awards granted in 2024 | 2020 Plan options generally vest 25% at 1‑year, remainder monthly over 36 months | Change‑in‑control treatment may include acceleration/settlement per plan/award agreements |
Clawbacks/Recoupment:
- The Compensation Committee may recoup incentive compensation for restated results due to intentional misconduct or gross negligence; Dodd‑Frank‑required recovery policies apply .
Option Repricing Red Flag:
- Underwater options were repriced one‑for‑one to $20,514/share on Jan 24, 2023 (no change to vesting schedules) .
Equity Ownership & Alignment
| Holder | Total Beneficial Ownership (#) | Direct Common Shares (#) | Options Exercisable ≤60 Days (#) | % of Outstanding Common | Pledging/Hedging Disclosure |
|---|---|---|---|---|---|
| Trent Ward | 29 | 15 | 14 | ~0.0019% (29 / 1,519,418) | No pledging arrangements disclosed in proxy ownership section |
Notes:
- Outstanding common shares: 1,519,418 as of July 29, 2025 .
- The proxy notes all directors and officers as a group hold <0.1% of shares outstanding .
Director Equity/LTI:
- Non‑employee directors received no compensation during 2024 per proxy ; however, on Apr 26, 2024, director David Leis’ arrangement included annual options with aggregate fair market value of $240,000, vesting over 3 years or upon change‑in‑control .
- On Jun 14, 2025, the Compensation Committee approved 50,000 shares of LTI Preferred Stock to each of Aaron Weaver, Kirsten Touw, and David Leis .
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Employment start/tenure | Co‑founder; CEO and director since May 2017 | |
| Offer letter terms | 2022 offer letter set $240k base for remainder of 2022; $300k effective Jan 1, 2023; bonus target 75% beginning 2024; eligibility for Executive Severance Plan; later increases to $375k (Jan 1, 2025) and $450k (Jun 14, 2025) | |
| Non‑compete | Not subject to restrictions on competition under agreements | |
| Arbitration/IP | Proprietary Information and Inventions Assignment Agreement; Agreement to Arbitrate | |
| Severance (no CIC) | CEO: 18 months of base salary continuation; subsidized COBRA during severance period | |
| Severance (within 12 months after CIC) | CEO: continued payments equal base salary + target annual bonus during severance period; full vesting acceleration for all outstanding equity awards; subsidized COBRA | |
| 280G cutback | Best‑net approach to avoid excise tax | |
| Indemnification/D&O insurance | Company indemnifies directors/officers; standard D&O coverage maintained |
Board Governance
- Role and independence: Ward serves as CEO and Chairman (non‑independent). The Board appointed a Lead Independent Director (Kirsten Bartok Touw) to preside when the Chair is absent and act as liaison to independent directors, mitigating dual‑role governance concerns .
- Committees:
- Compensation Committee: Members—Kirsten Bartok Touw (Chair), Aaron Weaver; both independent under Nasdaq and SEC standards .
- Nominating & Corporate Governance Committee: Members—Kirsten Bartok Touw (Chair), Aaron Weaver; both independent .
- Audit Committee: David Leis appointed to Audit Committee on Apr 26, 2024 .
- Board service history: Ward has served continuously since May 2017 as director and Chair; age 44 .
Director Compensation and Shareholder Votes
| Item | Detail |
|---|---|
| Director Compensation (2024) | No compensation to non‑employee directors during 2024 |
| Say‑on‑Pay (Sep 26, 2025) | Approved: For 116,692; Against 23,601; Abstain 3,064; Broker non‑votes 556,914 |
| Say‑on‑Pay Frequency | 3‑year frequency received highest votes—One Year 97,363; Two Years 18,415; Three Years 22,328; Abstain 5,251 |
Compensation Structure Analysis
- Mix and trend: 2024 CEO pay was entirely base salary ($300k) with no equity grants or bonus; 2023 featured a very large option award grant‑date fair value ($19.76M) and option repricing—indicative of heavy equity reliance and subsequent modification under underwater conditions . No awards were granted in 2024 .
- Option repricing: One‑for‑one repricing to $20,514/share on Jan 24, 2023; vesting unchanged—classic red flag for shareholder alignment, though permissible; future comp costs recognized for modification .
- New LTI construct: 500,000 Series LTI Convertible Preferred shares were issued to Ward on Jun 14, 2025, but the Nasdaq Rule 5635(c) shareholder approval to issue 20%+ upon conversion failed on Sep 26, 2025—conversion overhang remains and may cap near‑term liquidity/selling pressure .
- Company‑selected measure: Adjusted EBITDA used for pay‑versus‑performance reporting (Smaller Reporting Company framework) .
Financials Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $0.681M* | $0.962M* | $5.380M* |
| EBITDA ($USD) | $(47.528)M* | $(49.954)M* | $(24.259)M* |
| Net Income ($USD) | $(58.225)M* | $(51.373)M* | $(34.934)M* |
Values retrieved from S&P Global.*
Equity Grants and Compensation (Summary Compensation Table)
| Year | Salary ($) | Bonus ($) | Option Awards ($) | Nonequity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 300,000 | — | — | — | — | 300,000 |
| 2023 | 295,000 | — | 19,755,877 | — | — | 20,050,877 |
| 2022 | 229,920 | — | 4,320,000 | — | — | 4,549,920 |
Related Party Transactions and Red Flags
- Related party notes: $0.5M senior secured notes issued March 2023 (with associated warrants) to a related party; repaid May 2023 .
- Red flags:
- Option repricing of underwater grants (Jan 2023) .
- Very low common share ownership by CEO (~0.0019% of outstanding) .
- No non‑compete provisions—heightened retention risk if external opportunities arise .
- CIC terms include full vesting acceleration and salary+target bonus continuation—potential transaction‑related payout sensitivity .
- LTI Preferred conversion overhang absent shareholder approval (proposal failed) .
Compensation Committee Analysis
- Composition/independence: Compensation Committee chaired by Kirsten Bartok Touw with member Aaron Weaver; both independent under Nasdaq and SEC rules .
- Interlocks: No compensation committee interlocks or insider participation reported .
- Consultant use/conflicts: Not disclosed; committee responsibilities include oversight of HCM, incentive and equity plans .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval: Passed; detailed votes provided above .
- Frequency: Three‑year cadence preferred by shareholders .
- Board response: Governance structures include Lead Independent Director to counterbalance CEO/Chairman dual role .
Employment & Contracts Summary
| Provision | Detail |
|---|---|
| At‑will; arbitration/IP | Standard agreements executed (Texas IP assignment; California arbitration) |
| Severance | 18 months base (CEO); COBRA subsidy |
| Change‑in‑Control | Base + target bonus paid during severance period; full equity acceleration; COBRA subsidy |
| Tax treatment | 280G best‑net cutback |
| Clawbacks | Recoupment for restatements due to misconduct; Dodd‑Frank compliance |
Investment Implications
- Alignment and dilution risk: CEO’s direct common ownership is de minimis, while significant option value (2023) and LTI Preferred issuance create future dilution overhang—especially given failed shareholder approval for LTI conversion (Nasdaq Rule 5635(c)), which may delay liquidity/selling pressure but leaves uncertainty that can weigh on valuation .
- Governance balance: CEO/Chairman dual role increases reliance on Lead Independent Director and independent committees; current structures provide safeguards, but independence optics remain a watchpoint for investors .
- Pay‑for‑performance: 2024 pay was entirely fixed cash amid no awards granted and no bonus paid; the pivot from large 2023 options plus repricing to 2024 restraint suggests sensitivity to market conditions; Adjusted EBITDA as the company‑selected measure aligns incentives to operating improvement, which is critical as losses narrow (see Financials Context) .
- Transaction sensitivity: CIC provisions with full vesting acceleration can create deal‑related payout leverage; monitor M&A and financing updates given LTI Preferred structure and shareholder vote outcomes .
- Retention risk: Absence of non‑compete and relatively modest fixed cash historically (now increased) may elevate retention risk; compensation increases in 2025 (to $450k; 75% bonus target) attempt to stabilize leadership continuity .