“YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE CAST YOUR VOTE AS SOON AS POSSIBLE BY INTERNET, TELEPHONE, OR BY MAIL.”				TO OUR STOCKHOLDERS:   You are cordially invited to attend the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Peloton Interactive, Inc., which will be held virtually at www.virtualshareholdermeeting.com/PTON2021 on Tuesday, December 7, 2021 at 5:00 p.m. Eastern Time. Due to the ongoing COVID-19 pandemic, the Annual Meeting will be held in a virtual meeting format only and you will not be able to attend in person.   The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement (the “Proxy Statement”). The Annual Meeting materials include the notice, Proxy Statement, our annual report, and proxy card.   Your vote is important. Whether or not you plan to attend the Annual Meeting virtually, please cast your vote as soon as possible by Internet, telephone or, if you received a paper proxy card and voting instructions by mail, by completing and returning the enclosed proxy card in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend virtually. Returning the proxy does not affect your right to attend the Annual Meeting virtually or to vote your shares virtually during the Annual Meeting.   Sincerely,       JOHN FOLEY Chairman of the Board of Directors and Chief Executive Officer   IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON TUESDAY, DECEMBER 7, 2021. THE PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE AT WWW.VIRTUALSHAREHOLDERMEETING.COM/PTON2021.

 

PELOTON INTERACTIVE, INC. 441 Ninth Avenue, Sixth Floor New York, New York 10001
TIME AND DATE:		Tuesday, December 7, 2021 at 5:00 p.m. Eastern Time
PLACE:		You are cordially invited to attend the 2021 Annual Meeting of Stockholders of Peloton Interactive, Inc., which will be held virtually at www.virtualshareholdermeeting.com/PTON2021. Due to the ongoing COVID-19 pandemic, and to ensure stockholder access regardless of location, the Annual Meeting will be held in a virtual meeting format only. You will not be able to attend the Annual Meeting in person.
ITEMS OF BUSINESS:		1.		Elect two Class II directors of Peloton Interactive, Inc., each to serve a three-year term expiring at the 2024 annual meeting of stockholders and until such director’s successor is duly elected and qualified.
		2.		Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2022.
		3.		To approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement.
		4.		Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
RECORD DATE:		Only stockholders of record at the close of business on October 11, 2021 are entitled to notice of, and to attend and vote at, the Annual Meeting and any adjournments thereof.
PROXY VOTING:		Each share of Class A common stock that you own represents one vote and each share of Class B common stock that you own represents twenty votes. For questions regarding your stock ownership, you may contact us through our website at https://investor.onepeloton.com or, if you are a registered holder, our transfer agent, American Stock Transfer & Trust Company, LLC, through its website at www.astfinancial.com, by phone at (800) 937-5449, or by e-mail at help@astfinancial.com.
This notice of the Annual Meeting, Proxy Statement, and form of proxy are being distributed and made available on or about October 25, 2021.

 

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE ENCOURAGE YOU TO VOTE AND SUBMIT YOUR PROXY THROUGH THE INTERNET OR BY TELEPHONE OR REQUEST AND SUBMIT YOUR PROXY CARD AS SOON AS POSSIBLE, SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.

 

By Order of the Board of Directors,

HISAO KUSHI

Chief Legal and Culture Officer and Secretary

New York, New York

October 25, 2021

 

    

    

PROXY STATEMENT FOR 2021 ANNUAL MEETING OF STOCKHOLDERS

 

PROXY SUMMARY			2
INFORMATION ABOUT SOLICITATION AND VOTING			8
INTERNET AVAILABILITY OF PROXY MATERIALS			8
GENERAL INFORMATION ABOUT THE MEETING			8

CORPORATE GOVERNANCE			13
NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS			23
PROPOSAL NO. 1 ELECTION OF DIRECTORS			25
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			35
REPORT OF THE AUDIT COMMITTEE			37
EXECUTIVE OFFICERS			38
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			40
PROPOSAL NO. 3 NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			43
EXECUTIVE COMPENSATION			44
EQUITY COMPENSATION PLAN INFORMATION			74
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			75
ADDITIONAL INFORMATION			77
OTHER MATTERS			79

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement includes forward-looking statements, which are statements other than statements of historical facts and statements in the future tense. These statements include, but are not limited to, statements regarding our business, our business strategy and plans, our objectives and future operations and our social responsibility initiatives. In some cases, you can identify forward-looking statements by terms such as “aim,” “may,” “will,” “should,” “expect,” “believe,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “seeks,” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words.

Forward-looking statements are based upon various estimates and assumptions, as well as information known to us as of the date hereof and are subject to risks and uncertainties. Accordingly, actual results could differ materially due to a variety of factors. These risks and uncertainties include, but are not limited to, those described under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021, and our other Securities and Exchange Commission (“SEC”) filings, which are available on the Investor Relations page of our website at https://investor.onepeloton.com/investor-relations and on the SEC website at www.sec.gov.

All forward-looking statements contained herein are based on information available to us as of the date hereof and you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this proxy statement or to conform these statements to actual results or revised expectations, except as required by law. Undue reliance should not be placed on forward-looking statements.

 

PELOTON INTERACTIVE, INC.       PROXY SUMMARY		This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.		References in this Proxy Statement to (i) “we,” “us,” “our,” “ours,” “PTON,” and the “company” refer to Peloton Interactive, Inc. and its consolidated subsidiaries and (ii) “stockholders” refers to holders of our Class A common stock and Class B common stock unless the context requires otherwise.

    

 

 

1	We define a Member as any individual who has a Peloton account through a paid Connected Fitness Subscription or a paid Peloton App subscription.

 

 

BOARD DIRECTORS AND NOMINEES

 

 

 

 

 

 

FISCAL 2021 COMPENSATION ELEMENT		DESCRIPTION		ELEMENT OBJECTIVES
BASE SALARY		Fixed cash compensation based on executive officer’s role, responsibilities, competitive market positioning, and individual performance		•   Attract and retain key executive talent •   Drive top-tier performance through individual contributions
ANNUAL CASH BONUSES		Annual cash incentive with target award amounts for each executive officer; actual bonuses may be higher or lower than target based on corporate financial and individual performance		•   Attract and retain key executive talent •   Encourage and reward achievement of annual performance objectives •   Drive top-tier performance through individual contributions
LONG-TERM INCENTIVE COMPENSATION		Long-term equity awards granted in the form of time-based options and restricted stock unit (“RSU”) awards to acquire shares of our Class A common stock		•   Attract and retain key executive talent •   Drive top-tier performance through long-term individual contributions and focus on sustained success

Our primary goals are to align the interests of executive officers and stockholders and link pay to performance. To that end, a substantial portion of our named executive officer target total direct compensation for Fiscal 2021 was contingent (rather than fixed).

 

 

Please refer to the “Compensation Discussion and Analysis” section of this Proxy Statement, beginning on page 44 below, for a full description of our compensation philosophy, policies, and practices.

 

PELOTON INTERACTIVE, INC.

441 Ninth Avenue, Sixth Floor

New York, New York 10001

October 25, 2021

INFORMATION ABOUT SOLICITATION AND VOTING

The accompanying proxy is solicited on behalf of the board of directors of Peloton Interactive, Inc. for use at our 2021 Annual Meeting of Stockholders to be held virtually at www.virtualshareholdermeeting.com/PTON2021 on Tuesday, December 7, 2021, at 5:00 p.m. Eastern Time, and any adjournment or postponement thereof. The Notice of Internet Availability of Proxy Materials and this proxy statement for the Annual Meeting and the accompanying form of proxy were first distributed and made available on the Internet to stockholders on or about October 25, 2021. An annual report for the fiscal year ended June 30, 2021 is available with this Proxy Statement by following the instructions in the Notice of Internet Availability of Proxy Materials. In this Proxy Statement, we refer to Peloton Interactive, Inc. as “Peloton,” “we,” or “us.” References to our website in this Proxy Statement are not intended to function as hyperlinks and the information contained on our website is not intended to be incorporated into this Proxy Statement.

INTERNET AVAILABILITY OF PROXY MATERIALS

In accordance with U.S. Securities and Exchange Commission (“SEC”) rules, we are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our Proxy Statement and annual report, and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. We believe this rule makes the proxy distribution process more efficient, less costly, and helps in conserving natural resources.

GENERAL INFORMATION ABOUT THE MEETING

PURPOSE OF THE ANNUAL MEETING

You are receiving this Proxy Statement because our board of directors is soliciting your proxy to vote your shares at the Annual Meeting with respect to the proposals described in this Proxy Statement. This Proxy Statement includes information that we are required to provide to you pursuant to the rules and regulations of the SEC and is designed to assist you in voting your shares.

RECORD DATE; QUORUM

Only holders of record of our Class A common stock and Class B common stock at the close of business on October 11, 2021 (the “record date”) will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had 274,044,567 shares of Class A common stock and 28,734,575 shares of Class B common stock outstanding and entitled to vote. At the close of business on the Record Date, our directors and executive officers and their respective affiliates beneficially owned and were entitled to vote 1,868,002 shares of Class A common stock and 10,158,138 shares of Class B common stock at the Annual Meeting, or approximately 24.16% of the voting power of the shares of our Class A common stock and Class B

 

common stock outstanding on such date. For ten days prior to the Annual Meeting, a complete list of the stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relating to the Annual Meeting during ordinary business hours at our headquarters, at 441 Ninth Avenue, Sixth Floor, New York, New York 10001, and will be available in electronic form on the day of the Annual Meeting at www.virtualshareholdermeeting.com/PTON2021. If, due to the COVID-19 pandemic, our headquarters are closed or visitation is limited during the ten days prior to the Annual Meeting, a stockholder may send a written request to our Secretary at secretary@onepeloton.com, and we will arrange a way for the stockholder to inspect the list.

The holders of a majority of the voting power of the shares of our Class A common stock and Class B common stock (voting together as a single class) entitled to vote at the Annual Meeting as of the Record Date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote in person at the Annual Meeting or if you have properly submitted a proxy.

VOTING RIGHTS; REQUIRED VOTE

In deciding all matters at the Annual Meeting, as of the close of business on the Record Date, each share of Class A common stock represents one vote, and each share of Class B common stock represents twenty votes. We do not have cumulative voting rights for the election of directors. You may vote all shares owned by you as of the Record Date, including (i) shares held directly in your name as the stockholder of record and (ii) shares held for you as the beneficial owner in street name through a broker, bank, trustee, or other nominee.

Stockholder of Record: Shares Registered in Your Name. If, on the Record Date, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the Annual Meeting or vote by telephone, through the Internet or, if you request or receive paper proxy materials, by filling out and returning the proxy card.

Beneficial Owner: Shares Registered in the Name of a Broker or Nominee. If, on the Record Date, your shares were held in an account with a brokerage firm, bank, or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your nominee on how to vote the shares held in your account, and your nominee has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. However, the organization that holds your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting.

Each director will be elected by a plurality of the votes cast, which means that the two individuals nominated for election to our board of directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may vote “FOR ALL NOMINEES,” “WITHHOLD AUTHORITY FOR ALL NOMINEES,” or vote “FOR ALL EXCEPT” one or more of the nominees you specify. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2022 will be obtained if the number of votes cast “FOR” the proposal at the Annual Meeting exceeds the number of votes “AGAINST” the proposal. Approval, on a non-binding, advisory basis, of the compensation of our named executive officers will be obtained if the number of votes cast “FOR” the proposal at the Annual Meeting exceeds the number of votes “AGAINST” the proposal.

 

RECOMMENDATIONS OF OUR BOARD OF DIRECTORS ON EACH OF THE PROPOSALS SCHEDULED TO BE VOTED ON AT THE ANNUAL MEETING

 

PROPOSAL				BOARD RECOMMENDATION		PAGE REFERENCE
PROPOSAL 1		The election of the two Class II directors named in this Proxy Statement		For All Nominees		25
PROPOSAL 2		The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2022		For		35
PROPOSAL 3		To approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement		For		43

None of our non-employee directors have any substantial interest in any matter to be acted upon except with respect to the directors so nominated. None of our executive officers have any substantial interest in any matter to be acted on other than Proposal No. 3.

ABSTENTIONS; BROKER NON-VOTES

Abstentions occur when shares present at the Annual Meeting are marked “Abstain.” Under Delaware law, abstentions are counted as present and entitled to vote for purposes of determining whether a quorum is present. At the Annual Meeting, abstentions will have no effect on Proposal No. 1, Proposal No. 2, and Proposal No. 3.

Broker non-votes occur when shares held by a broker for a beneficial owner are not voted because the broker did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares. Under Delaware law, broker non-votes are counted as present and entitled to vote for purposes of determining whether a quorum is present. However, brokers have limited discretionary authority to vote shares that are beneficially owned. While a broker is entitled to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on “non-routine” matters. At our Annual Meeting, only Proposal No. 2 is considered a routine matter and brokers have discretionary authority to vote shares that are beneficially owned on Proposal No. 2. If a broker chooses not to vote shares for or against Proposal No. 2, it will have the same effect as an abstention. The other proposals presented at the Annual Meeting are non-routine matters and therefore broker non-votes are not deemed to be shares entitled to vote on and will have no effect on Proposal No. 1 and Proposal No. 3. Accordingly, we encourage you to provide voting instructions to your broker, whether or not you plan to attend the Annual Meeting.

 

VOTING INSTRUCTIONS; VOTING OF PROXIES

 

VOTE BY INTERNET AT THE ANNUAL MEETING		VOTE BY TELEPHONE OR INTERNET		VOTE BY MAIL
You may vote via the virtual meeting website—any stockholder can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/PTON2021, where stockholders may vote and submit questions during the meeting. The meeting starts at 5:00 p.m. Eastern Time. Please have your 16-Digit Control Number to join the Annual Meeting. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.proxyvote.com.		You may vote by telephone or through the Internet—in order to do so, please follow the instructions shown on your Notice of Internet Availability of Proxy Materials or proxy card.		You may vote by mail—if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign, and date the enclosed proxy card and promptly return it in the envelope provided or, if the envelope is missing, please mail your completed proxy card to Vote Processing, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717. Your completed, signed, and dated proxy card must be received prior to the Annual Meeting.

Votes submitted by telephone or through the Internet must be received by 11:59 p.m. Eastern Time on December 6, 2021. Submitting your proxy, whether by telephone, through the Internet or, if you request or receive a paper proxy card, by mail will not affect your right to vote in person should you decide to attend the Annual Meeting. If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to direct your nominee on how to vote your shares. Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted.

All proxies will be voted in accordance with the instructions specified on the signed proxy card. If you sign a physical proxy card and return it without instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of our board of directors stated above.

If you do not vote and you hold your shares in street name, and your broker does not have discretionary power to vote your shares, your shares may constitute “broker non-votes” (as described above) and will not be counted in determining the number of shares necessary for approval of the proposals. However, broker non-votes will be counted for the purpose of establishing a quorum for the Annual Meeting.

If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. To make certain all of your shares are voted, please follow the instructions included on each Notice of Internet Availability of Proxy Materials or proxy card and vote each Notice of Internet Availability of Proxy Materials or proxy card by telephone, through the Internet, or by mail. If you requested or received paper proxy materials and you intend to vote by mail, please complete, sign, and return each proxy card you received to ensure that all of your shares are voted.

Due to the COVID-19 pandemic, we strongly recommend that you vote your shares in advance of the meeting as instructed above, even if you plan to attend the Annual Meeting virtually.

REVOCABILITY OF PROXIES

A stockholder of record who has given a proxy may revoke it at any time before it is exercised at the Annual Meeting by:

 

•

delivering to our Secretary by mail a written notice stating that the proxy is revoked;

•

signing and delivering a proxy bearing a later date;

•

voting again by telephone or through the Internet; or

•

attending virtually and voting during the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to revoke a proxy, you must contact that firm to revoke any prior voting instructions.

 

EXPENSES OF SOLICITING PROXIES

We will pay the expenses of soliciting proxies, including preparation, assembly, printing, and mailing of this Proxy Statement, the proxy, and any other information furnished to stockholders. Following the original mailing of the soliciting materials, we and our agents, including directors, officers, and other employees, without additional compensation, may solicit proxies by mail, email, telephone, facsimile, by other similar means, or in person. Following the original mailing of the soliciting materials, we will request brokers, custodians, nominees, and other record holders to forward copies of the soliciting materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, we, upon the request of the record holders, will reimburse such holders for their reasonable expenses. If you choose to access the proxy materials or vote through the Internet, you are responsible for any Internet access charges you may incur.

VOTING RESULTS

Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. The preliminary voting results will be announced at the Annual Meeting. The final results will be tallied by the inspector of elections and filed with the SEC in a current report on Form 8-K within four business days of the Annual Meeting.

PARTICIPATING IN THE ANNUAL MEETING

To participate in the virtual meeting, visit www.virtualshareholdermeeting.com/PTON2021 and enter the 16-digit Control Number included on your proxy card or on the instructions that accompanied your proxy materials. Beneficial stockholders who do not have a control number may gain access to the meeting by logging into their broker, brokerage firm, bank, or other nominee’s website and selecting the shareholder communications mailbox to link through to the meeting. Instructions should also be provided on the voting instruction card provided by your broker, bank, or other nominee.

As part of the Annual Meeting, we will hold a live Q&A session, during which we intend to answer appropriate questions submitted during the meeting and that relate to the matters to be voted on at the Annual Meeting. If you wish to submit questions prior to the Annual Meeting, please visit www.proxyvote.com and follow the instructions on your Notice of Internet Availability of Proxy Materials or proxy card. If you wish to submit a question during the Annual Meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/PTON2021, type your question into the “Ask a Question” field, and click “Submit.” Our Annual Meeting, including the Q&A session, will follow “Rules of Conduct,” which will be available on our Annual Meeting web portal. If your question is properly submitted during the relevant portion of the meeting agenda pursuant to the “Rules of Conduct,” we will respond to your question during the live webcast, subject to time constraints. To provide access to all stockholders, each stockholder will be limited to two questions, and if multiple questions are submitted on the same subject, we will consolidate them for a single response to avoid repetition. We reserve the right to exclude questions that are irrelevant to the proposals that are the subject of the Annual Meeting or irrelevant to the business of Peloton, or derogatory or in bad taste; that relate to pending or threatened litigation; that are personal grievances; or that are otherwise inappropriate (as determined by the Secretary of the Annual Meeting). Only validated stockholders or proxy holders will be able to ask questions in the designated field on the web portal. A webcast replay of the Annual Meeting, including the Q&A session, will be archived on the virtual meeting platform at www.virtualshareholdermeeting.com/PTON2021 until the date of the 2022 annual meeting of stockholders.

If we experience technical difficulties during the meeting (e.g., a temporary or prolonged power outage), we will determine whether the meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any such situation, we will promptly notify stockholders of the decision via www.virtualshareholdermeeting.com/PTON2021. If you encounter technical difficulties accessing our meeting or asking questions during the meeting, please contact the support line noted on the login page of the virtual meeting website.

 

BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS; CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE

We are strongly committed to good corporate governance practices. These practices provide an important framework within which our board of directors and management can pursue our strategic objectives for the benefit of our stockholders.

INDEPENDENCE OF DIRECTORS

The listing rules of the Nasdaq Stock Market LLC (“Nasdaq”) generally require that a majority of the members of a listed company’s board of directors be independent. In addition, the listing rules generally require that, subject to specified exceptions, each member of our audit, compensation, and nominating, governance, and corporate responsibility committees be independent.

In addition, audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in their capacity as a member of the audit committee, the board of directors, or any other board committee: accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors conducts an annual review of the independence of our directors. In its most recent review, our board of directors determined that Erik Blachford, Karen Boone, Jon Callaghan, Jay Hoag, and Pamela Thomas-Graham, representing five of our seven directors, are “independent directors” as defined under the applicable rules, regulations, and listing standards of Nasdaq and the applicable rules and regulations promulgated by the SEC. In addition, Howard Draft, who resigned from our board of directors as of October 25, 2021, was also determined to be an “independent director.” Our board of directors has also determined that all members of our audit committee, compensation committee, and nominating, governance, and corporate responsibility committee are independent and satisfy the relevant SEC and Nasdaq independence requirements for such committees.

BOARD OF DIRECTORS AND COMMITTEE SELF-EVALUATIONS

Throughout the year, our board of directors discusses corporate governance practices with management and third-party advisors to ensure that the board of directors and its committees follow practices that are optimal for the company and its stockholders. Based on an evaluation process recommended and overseen by our nominating, governance, and corporate responsibility committee pursuant to the committee’s authority set forth in its charter, the board of directors conducts an annual self-evaluation, including an evaluation of each committee and the contributions of individual directors, in order to determine whether the board and its committees are functioning effectively. The results of the annual self-evaluation are reviewed and addressed by the nominating, governance, and corporate responsibility committee and then by the full board of directors.

BOARD LEADERSHIP STRUCTURE

The nominating, governance, and corporate responsibility committee periodically considers the leadership structure of our board of directors and makes such recommendations to our board of directors with respect thereto as appropriate. When the positions of chairperson and CEO are held by the same person, our board

 

of directors may designate a “lead independent director.” In cases in which the chairperson and CEO are the same person, the chairperson schedules and sets the agenda for meetings of our board of directors in consultation with the lead independent director and, and the chairperson, or if the chairperson is not present, the lead independent director, chairs such meetings.

The responsibilities of the lead independent director include:

 

•

coordinating board-relevant activities of the independent directors;

•

calling meetings of the independent directors, as needed;

•

chairing executive sessions of the independent directors and providing feedback and perspective to the CEO about discussions among the independent directors, and helping to facilitate communication between the CEO and the independent directors;

•

collaborating with the CEO, the chairperson and/or the secretary to set the agenda for board meetings, including soliciting and taking into account suggestions from other members of our board of directors;

•

presiding at board meetings where the chairperson is not present; and

•

performing such other functions and responsibilities as requested by our board of directors from time to time, including with respect to best practices in board governance, succession planning for board members and key members of management, and stockholder and stakeholder engagement.

Currently, our board of directors believes that it should maintain flexibility to select the chairperson of our board of directors. Mr. Foley, our CEO is also the Chairman of our board of directors. Our board of directors determined that having our CEO also serve as the Chairman of our board of directors provides us with optimally effective leadership and is in our best interests and those of our stockholders. Mr. Foley founded and has led our company since its inception. Our board of directors believes that Mr. Foley’s strategic vision for our business, his in-depth knowledge of our operations and the fitness, technology, and media industries, and his experience serving on our board of directors and as CEO since our inception make him well qualified to serve as both Chairman of our board of directors and CEO.

Because Mr. Foley serves in both these roles, our board of directors created the role of a lead independent director to provide strong, independent leadership for the board. Appointed by the board of directors in October 2021 as lead independent director, Ms. Boone presides over periodic meetings of our independent directors, serves as a liaison between the chairperson of our board of directors and the independent directors, and performs such additional duties as our board of directors may otherwise determine and delegate. It is expected that each lead independent director will serve for an initial term of two years, after which they may be considered for re-appointment annually.

Our board of directors believes that its independence and oversight of management is maintained effectively through this leadership structure, the composition of our board of directors, and sound corporate governance policies and practices.

PRESIDING DIRECTOR OF NON-EMPLOYEE DIRECTOR MEETINGS

The non-employee directors meet in regularly scheduled executive sessions without management to promote open and honest discussion. Our lead independent director, currently Ms. Boone, is the presiding director at these meetings.

 

COMMITTEES OF OUR BOARD OF DIRECTORS

Our board of directors has established an audit committee, a compensation committee, and a nominating, governance, and corporate responsibility committee. The composition and responsibilities of each committee are described below.

 

Each of these committees has a written charter approved by our board of directors. Copies of the charters for each committee are available, without charge, upon request in writing to Peloton Interactive, Inc., 441 Ninth Avenue, Sixth Floor, New York, New York 10001, Attn: Chief Legal and Culture Officer and Secretary, or in the “Investors” section of our website, which is located at https://investor.onepeloton.com, by clicking on “Documents & Charters” in the “Governance” section of our website. Directors serve on these committees until their resignations, deaths, or until otherwise determined by our board of directors.

AUDIT COMMITTEE

Our audit committee is composed of Ms. Boone, who is the chairperson of our audit committee, and Messrs. Callaghan and Hoag. Each member of our audit committee is independent under the current Nasdaq and SEC rules and regulations. Each member of our audit committee is financially literate as required by the current Nasdaq listing standards. Our board of directors has also determined that Ms. Boone is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”). This designation does not impose any duties, obligations, or liabilities that are greater than those generally imposed on members of our audit committee and our board of directors. Our audit committee is responsible for, among other things:

 

•

reviewing and discussing with management our quarterly and annual financial results, earnings guidance, and earnings press releases prior to distribution to the public;

•

selecting, appointing, compensating and overseeing the work of the independent registered public accounting firm;

•

reviewing the qualification, performance and continuing independence of the independent registered public accounting firm;

•

discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, our interim and annual financial results;

•

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, and for the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

•

establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;

•

overseeing our internal audit function;

•

overseeing and considering the effectiveness of our internal controls;

•

reviewing proposed waivers of the code of conduct for directors, executive officers, and employees (with waivers for directors or executive officers to be approved by the board of directors);

 

•

reviewing with management the Company’s significant risks, reviewing our policies for risk assessment and risk management, and steps management has taken to monitor or mitigate these risks;

•

reviewing and approving or ratifying related party transactions that are material or otherwise implicate disclosure requirements; and

•

approving or, as permitted, pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm.

COMPENSATION COMMITTEE

Our compensation committee is composed of Mr. Hoag, who is the chairperson of our compensation committee, Messrs. Callaghan and Blachford, and Ms. Thomas-Graham. Each member of our compensation committee is independent under the current Nasdaq and SEC rules and regulations. Each member of this committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act. Our compensation committee is responsible for, among other things:

 

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reviewing and approving the compensation and the terms of any compensatory agreements of our executive officers;

•

reviewing and recommending to our board of directors the compensation of our non-employee directors;

•

reviewing and approving the selection of our peer companies for compensation assessment purposes;

•

administering our equity incentive compensation plans;

•

reviewing our compensation-related risk exposures and management’s mitigation measures;

•

reviewing succession plans for senior management positions, including our CEO;

•

reviewing and approving, or making recommendations to our board of directors, with respect to, incentive compensation and equity plans; and

•

establishing our overall compensation philosophy.

NOMINATING, GOVERNANCE, AND CORPORATE RESPONSIBILITY COMMITTEE

Our nominating, governance, and corporate responsibility committee is composed of Ms. Thomas-Graham, who is the chairperson of the nominating, governance, and corporate responsibility committee, and Messrs. Blachford and Callaghan. Each member of our nominating, governance, and corporate responsibility committee is independent under the current Nasdaq and SEC rules and regulations. Our nominating, governance, and corporate responsibility committee is responsible for, among other things:

 

•

identifying and recommending candidates for membership on our board of directors;

•

recommending directors to serve on board committees;

•

advising the board on certain corporate governance matters;

•

developing policies regarding director nomination processes, if and as the committee determines it appropriate to have such policies;

•

developing and overseeing any program relating to corporate responsibility and sustainability, including environmental, social, and corporate governance matters and related risks, controls, and procedures; and

•

overseeing the evaluation of our board of directors and its committees.

OUR BOARD OF DIRECTORS’ ROLE IN RISK OVERSIGHT

Our board of directors, as a whole, has responsibility for overseeing our risk management process, although the committees of our board of directors oversee and review risk areas that are particularly relevant to them.

Each committee of our board of directors meets with key management personnel and representatives of outside advisors to oversee risks associated with their respective principal areas of focus, as described below. We believe this division of responsibilities is an effective approach for addressing the risks we face and that our board leadership structure supports this approach.

 

Our board of directors also reviews strategic, operational, compliance and financial risk in the context of discussions, question and answer sessions, and reports from the management team at each regular board meeting, receives reports on all significant committee activities at each regular board meeting, and evaluates the risks inherent in significant transactions. Our audit committee assists our board in fulfilling its oversight responsibilities with respect to risk management.

 

 

The risk oversight responsibility of our board of directors and its committees is supported by management level committees, which include our risk committee, product safety committee, and our disclosure committee.

The risk committee implements our overall enterprise risk management reporting processes in a manner designed to provide our board of directors and our personnel responsible for risk assessment across the organization with visibility into the identification, assessment, and management of critical risks and management’s risk mitigation strategies. The risk committee meets at least semi-annually and its co-chairs,

 

our SVP of Internal Audit, SVP, Head of Compliance and Risk, and SVP, Treasurer, present the full Enterprise Risk Management program to the audit committee and board on an annual basis, or as requested.

The product safety committee is a management level committee that informs the enterprise risk management function, in particular on product safety compliance program design, policies, and frameworks. The product safety committee reviews product safety clearances throughout the product development lifecycle and conducts regular reviews of safety-related data for our products. Chaired by our SVP, Head of Compliance and Risk and composed of senior leaders across our Legal, Hardware, Software, and Quality and Safety teams, including our SVP, Product Quality and Safety, the product safety committee advises the risk committee, audit committee, and the board of directors, as applicable.

Our disclosure committee reports to the audit committee and assists our CEO, chief financial officer, and our audit committee in preparing the disclosures required under SEC rules. The disclosure committee is composed of our CEO, chief financial officer, president, and senior leaders across our organization, including, but not limited to, our Accounting, Financial Planning and Analysis, Tax, Internal Audit, Compliance, Legal, People, Technology, Product and Supply Chain teams. The disclosure committee works to ensure that our filings are accurate, complete, timely, and fair, and sets parameters for and determines the appropriateness of disclosures in all publicly disseminated information.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of our compensation committee during the fiscal year ended June 30, 2021 included Ms. Thomas-Graham and Messrs. Blachford and Hoag. No member of our compensation committee in Fiscal 2021, or currently serving on our compensation committee, was at any time during Fiscal 2021 or at any other time an officer or employee of ours or any of our subsidiaries, and none had or have any relationships with us that are required to be disclosed under the Exchange Act, or Regulation S-K. During Fiscal 2021, none of our executive officers served as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our board of directors or compensation committee.

BOARD AND COMMITTEE MEETINGS AND ATTENDANCE

Our board of directors and its committees meet regularly throughout the year, and also hold special meetings and act by written consent from time to time. During Fiscal 2021, our board of directors met nine times, the audit committee met six times, the compensation committee met eight times, and the nominating, governance, and corporate responsibility committee met five times. During Fiscal 2021, each member of our board of directors attended at least 75% of the aggregate of all meetings of our board of directors and of all meetings of committees of our board of directors on which such member served that were held during the period in which such director served.

BOARD ATTENDANCE AT ANNUAL STOCKHOLDERS’ MEETING

Our policy is to invite and encourage each member of our board of directors to be present at our annual meetings of stockholders. Each member of our board of directors attended our 2020 annual meeting of stockholders held virtually on December 9, 2020.

COMMUNICATION WITH DIRECTORS

Stockholders and interested parties who wish to communicate with our board of directors, non-management members of our board of directors as a group, a committee of our board of directors, or a specific member of our board of directors (including our chairperson or lead independent director, if any) may do so by letters addressed to the attention of our Secretary.

All communications are reviewed by the Secretary and provided to the members of our board of directors as appropriate. Unsolicited items, sales materials, abusive, threatening, or otherwise inappropriate materials,

 

and other routine items and items unrelated to the duties and responsibilities of our board of directors will not be provided to directors.

The address for these communications is:

Peloton Interactive, Inc.

c/o Chief Legal and Culture Officer and Secretary

441 Ninth Avenue, Sixth Floor

New York, New York 10001

CODE OF CONDUCT

We have adopted a Code of Conduct that applies to all of the members of our board of directors, officers, and employees, and we expect our agents and contractors to conform to the standards of our Code of Conduct. Our Code of Conduct is posted on the “Investors” section of our website, which is located at https://investor.onepeloton.com under “Documents & Charters” in the “Governance” section of our website. We intend to satisfy the disclosure requirement under applicable SEC and stock exchange rules regarding amendment to, or waiver from, a provision of our Code of Conduct by posting such information on our website at the address and location specified above.

CORPORATE SOCIAL RESPONSIBILITY AND OUR ESG ROADMAP

We are resolved to bring our best selves to our ESG journey and to deploy our creativity and pragmatism to help solve the global social, environmental, and economic challenges that our organization, stakeholders, communities, and planet continue to face.

Our Culture

The critical enabler of our ESG roadmap, as with all our ambitions, is our culture. Our culture is dynamic, unique, and framed by our expansive vision and passion for community and collaboration. For our team, the purpose and function of our culture is clear, and operates as a shared language of values and as a way of getting things done that permeates how we operate. We’re committed to fostering a culture that attracts extraordinary talent, helps every individual become their best self, and unlocks each person’s greatest potential.

Our culture is shaped by our five core values, described below:

Put Members First: We obsess over every touchpoint of our Member experience — always remembering that when our Members win, we win. We root everything we do and all product and feature development in Member needs and never assume we know what is best. We believe in building connections based on trust, respect, and inclusion, and are proud that our Member community embodies these qualities.

Operate with a Bias for Action: We challenge the status quo by continuously innovating, learning, and improving. We embrace failure and change as an opportunity to be agile, take smart risks, and learn — and we also take the time to pause in order to act and move forward with sharper focus and intent. We never let the fear of imperfection stop us from achieving great things.

Empower Teams of Smart Creatives: We hire team members who are great at what they do, then give them the trust, autonomy, and resources to do their jobs and make decisions. We empower one another to embrace a creative mindset and be creative in execution, problem-solving, thinking beyond parameters, and delivery. We take the time to show appreciation and celebrate the achievements of our team members.

Together We Go Far: As our company name suggests, we know the importance and value of a team. We work shoulder-to-shoulder, have each other’s backs, and encourage everyone to have a voice and draw out the best in others. We champion a culture of inclusivity that facilitates openness to perspectives different than our own, and we uphold the obligation to dissent rather than focusing on social cohesion.

 

Be the Best Place to Work: We are committed to cultivating and maintaining our unique, world-class culture across all our markets — putting the team member experience, wellbeing, and safety at the heart of all that we do. We strive to show up with empathy, honesty, and authenticity and are committed to maintain and build on this aspect of our culture as we grow and scale.

Our People

Because we know that, ultimately, our people make us who we are, we recently adopted a fifth and fundamental value: Be the Best Place to Work. We are taking concrete action to live our newly codified value in the following ways:

 

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Act with genuine care and kindness. We strive to treat others with empathy, honesty, authenticity and compassion. We are working to maintain and build on this aspect of our culture as we grow and scale.

 

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Empower all team members. Our People team creates company-wide learning and development experiences, which include leadership and internal mobility training; specialized training for specific functions and weekly skills workshops.

 

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Commit to team member wellbeing. We seek to cultivate a community in which each individual can thrive and we maintain an array of related policies, including: mental health days, mental health resource benefits, flexible paid time off, civic time off and volunteer time off.

 

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Prioritize health and safety. Our team members’ safety is our top priority. We responded vigorously to the COVID-19 pandemic by implementing the following initiatives: daily health screenings, voluntary vaccination uploads, daily enterprise-wide cleaning protocols, social distancing and PPE protocols, and contact tracing of known COVID-19 cases when possible.

 

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Provide best-in-class compensation and benefits. Our compensation and benefits are highly competitive and all regular full-time team members are granted equity-based compensation. We offer a wide array of benefits to all of our team members, including: comprehensive health care and mental health benefits, childcare solutions, a referral bonus program, pre-paid legal assistance, and an optional employee stock purchase plan.

 

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Invest time and energy into self-development, volunteerism, and civic engagement. We provide a generous tuition reimbursement program, paid time off for volunteerism and civic engagement, and an annual match of up to $1,000 for employee charitable contributions.

 

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Engage and listen. We establish and nurture connections among our team members by working to recognize each individual and listen actively to them. We regularly engage with team members though a variety of communications platforms, recognition and support programs, and collective efforts toward charitable giving in support of team members facing financial hardship immediately after a natural disaster or unforeseen personal challenge.

The Peloton Pledge

We believe that, to reach our goals, we must directly confront the ways that systemic inequities impede success. In June 2020, we made an institutional commitment to work toward becoming an anti-racist organization and taking the systems-wide approach necessary to dismantle systems of oppression.

Our commitment takes shape in The Peloton Pledge. The Peloton Pledge is a concrete action plan to combat systemic inequities, backed by a commitment to invest $100 million over four years across internal and external initiatives. The Peloton Pledge is focused on investing across three areas:

 

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a $60 million commitment to increase in wages for our hourly employees, including a starting wage of $19 per hour for non-commissioned hourly team members;

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a $20 million investment in learning and development programs designed to expand opportunities for upward mobility among our hourly wage employees; and

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a $20 million commitment to support nonprofit organizations working to remove barriers related to race and discrimination in communities where Peloton operates.

 

In April 2021, we announced our pilot portfolio of global nonprofit partnerships, geared at empowering individuals experiencing systemic inequities through physical fitness and mental well-being to be the best versions of themselves.

Diversity Equity, and Inclusion

Led by our first SVP, Global Head of Diversity, Equity and Inclusion, we are working toward becoming an anti-racist organization through comprehensive learning journeys for leaders; targeted trainings, education opportunities, and benefits for hourly team members; our Anti-Racism Activation center that provides all team members with resources to continue their personal and professional education; and through Brave Conversations, a quarterly speaker series on race and equity. In addition, our broad array of Employee Resource Groups (“ERGs”) have direct input into setting our DE&I strategy and are led by dedicated team members who are compensated for their leadership with equity and provided a variety of career development and learning opportunities. Today, our DE&I strategy includes the following internal key performance indicators:

 

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ERGs member engagement, including participation at events and on internal communications channels;

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anti-racism learning journeys, with a goal of 80% participation by people leaders;

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establishing DE&I benchmark indices rankings and sustaining them year over year; and

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establishing employee engagement baseline survey score by ethnicity and gender.

We also are pursuing an external Black Equity at Work Certification through the organization Management Leadership for Tomorrow. This certification will hold us accountable for a broad array of KPIs related to Black Equity, encompassing representation, employee compensation and benefits, inclusive antiracist work environment, racially just business practices (supplier diversity), and racial justice contributions and investments.

Social Impact

Our social impact partnerships seek to support the physical and mental wellness of individuals who experience systemic inequities, thereby empowering them to be the best version of themselves.

We partner with leaders and action-oriented groups to drive change in the broader community. These efforts involve much more than funding. We aspire to become deeply involved with our social impact partners over long periods of time: truly partnering to support them in their work, collaborating in developing and enacting change-making programs, and welcoming them as valued members of the Peloton community.

Our Fiscal 2021 ESG Report includes a comprehensive list and descriptions of each of our nonprofit partners and our approach to delivering change through partnership.

Environment

We recognize that sustainability is critical to our business resilience and to the stability of the world in which we operate. In Fiscal 2021, we developed a sustainability strategy to address the environmental impact of our operations and value chain, including carbon emissions, waste, and water. Our plan will unfold in two stages. In Fiscal 2021 and our fiscal year 2022, we will build and initiate by ensuring that we have the information, systems, people, and processes in place to execute on our aspirations and engage with key functions across the organization to develop targets and roadmaps for priority focus areas. In our fiscal years 2023 and 2024, we will integrate and accelerate to make tangible progress and further embed sustainability across our full value chain. Achievements in Fiscal 2021 and thus far in fiscal year 2022 include:

 

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establishing a baseline for our environmental impacts, including greenhouse gas emissions, waste, and water across our full value chain;

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identifying a high-level strategy and five core aspirations that address our greatest environmental impacts and are especially close to Peloton’s brand identity and the team member and Member experience, which will anchor our sustainability program and forthcoming target-setting process; and

 

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conducting a materiality assessment to identify the ESG issues of greatest significance to our business and our external stakeholders.

Our Fiscal 2021 ESG Report provides more information on each of our five core aspirations and includes baseline GHG emissions data for our direct operations.

ESG Governance and Accountability

We are accountable to a variety of stakeholders, including our team members, Members, suppliers, business partners, investors, and communities. We build our governance structures, policies, and procedures to earn and maintain the trust of each group. These include:

 

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oversight of ESG matters by the nominating, governance, and corporate responsibility committee;

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creation of a product safety committee that will report regularly to our board of directors on safety matters; and

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establishment of several critical roles to effectuate and oversee these endeavors, including: SVP, Head of Compliance and Risk; SVP, Global Head of Diversity Equity and Inclusion; and VP, ESG Strategy.

We will continue to review our approach to governance over ESG strategy, execution, and disclosure. As we evolve and build, we will seek frequent engagement with all our stakeholders to ensure that we maintain a 360-degree view of our own organization, our value chain, and our role in our communities and society.

For more information, please see our first ESG Report available at https://investor.onepeloton.com/ESG.

 

NOMINATION TO THE BOARD OF DIRECTORS

Candidates for nomination to our board of directors are selected by our board of directors based on the recommendation of the nominating, governance, and corporate responsibility committee in accordance with the committee’s charter, our restated certificate of incorporation and amended and restated bylaws, and the criteria approved by our board of directors regarding director candidate qualifications. In recommending candidates for nomination, the nominating, governance, and corporate responsibility committee considers candidates recommended by directors, officers, employees, stockholders, and others, using the same criteria to evaluate all candidates. Evaluations of candidates generally involve a review of background materials, internal discussions, and interviews with selected candidates as appropriate and, in addition, the committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our board of directors is set forth below under “Additional Information—Stockholder Proposals to Be Presented at Next Annual Meeting.”

DIRECTOR QUALIFICATIONS; DIVERSITY

With the goal of developing a diverse, experienced and highly qualified board of directors, the nominating, governance, and corporate responsibility committee is responsible for developing and recommending to our board of directors the desired qualifications, expertise, and characteristics of members of our board of directors, including any specific minimum qualifications that the committee believes must be met by a committee-recommended nominee for membership on our board of directors and any specific qualities or skills that the committee believes are necessary for one or more of the members of our board of directors to possess. We value diversity on a company-wide basis and seek to achieve a mix of board members that represents a diversity of background and experience, including with respect to age, gender, race, ethnicity, and occupation. Although the board of directors does not establish specific goals with respect to diversity, our board of director’s overall diversity is a significant consideration in the director nomination process.

Because the identification, evaluation, and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors, and will be significantly influenced by the particular needs of our board of directors from time to time, our board of directors has not adopted a specific set of minimum qualifications, qualities or skills that are necessary for a nominee to possess, other than those that are necessary to meet U.S. legal, regulatory and the Nasdaq listing requirements and the provisions of our restated certificate of incorporation, amended and restated bylaws and charters of the committees of our board of directors. In addition, neither our board of directors nor our nominating, governance, and corporate responsibility committee has a formal policy with regard to the consideration of diversity in identifying nominees. When considering nominees, the nominating, governance, and corporate responsibility committee may take into consideration many factors including, among other things, a candidate’s independence, integrity, diversity, skills, financial and other expertise, breadth of experience, knowledge about our business or industry, and ability to devote adequate time and effort to responsibilities of our board of directors in the context of its existing composition. Through the nomination process, the nominating, governance, and corporate responsibility committee seeks to promote board membership that reflects a diversity of business experience, expertise, viewpoints, personal backgrounds, and other characteristics that are expected to contribute to our board of directors’ overall effectiveness. The matrix below sets forth the self-identified gender identity and demographic diversity attributes of each of our directors, and the brief biographical description of each director set forth in Proposal No. 1 below includes the primary individual experience, qualifications, attributes, and skills of each of our directors that led to the conclusion that each director should serve as a member of our board of directors at this time.

 

OUR BOARD DIVERSITY

 

 

 

Our board of directors currently consists of seven directors and is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors in Class II will stand for election at the Annual Meeting. The terms of office of directors in Class I and Class III do not expire until the annual meetings of stockholders held in 2023 and 2022, respectively. At the recommendation of our nominating, governance, and corporate responsibility committee, our board of directors proposes that each of the two Class II nominees named below, each of whom is currently serving as a director in Class II, be elected as a Class II director for a three-year term expiring at the 2024 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification, or removal. Each director will be elected by a plurality of the votes cast, which means that the two individuals nominated for election to our board of directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected.

Shares represented by proxies will be voted “FOR” the election of each of the two nominees named below, unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than two directors. Stockholders may not cumulate votes for the election of directors.

Each person nominated for election has agreed to serve if elected, and management and the board of directors have no reason to believe that either nominee will be unable to serve. If, however, prior to the Annual Meeting, the board of directors should learn that either nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for this nominee will be voted for a substitute nominee as selected by the board of directors. Alternatively, the proxies, at the board of director’s discretion, may be voted for no nominees as a result of the inability of either nominee to serve.

NOMINEES TO OUR BOARD OF DIRECTORS

The nominees and their ages, occupations, and length of service on our board of directors as of the date of this Proxy Statement, are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

 

NAME OF DIRECTOR/NOMINEE		AGE		POSITION		DIRECTOR SINCE
JON CALLAGHAN(1)(2)(3)		52		Director		April 2015
JAY HOAG(1)(4)		63		Director		August 2018

 

(1)	Member of the audit committee

 

(2)	Member of the compensation committee

 

(3)	Member of the nominating, governance, and corporate responsibility committee

 

(4)	Chairperson of the compensation committee

 

DIRECTOR   AGE: 52   DIRECTOR SINCE: April 2015   COMMITTEES: •  Audit •  Compensation •  Nominating, Governance, and Corporate Responsibility		JON CALLAGHAN   Jon Callaghan has served as a member of our board of directors since April 2015. Mr. Callaghan is a founder and Managing Member of True Ventures, a venture capital firm, where he has served since January 2006. Prior to True Ventures, Mr. Callaghan served as a Managing Director at Globespan Capital, a venture capital firm, and as a Managing Partner at CMGI@Ventures, CMGI Inc.’s affiliated venture capital group. Mr. Callaghan served on the board of directors of Fitbit, Inc. from September 2008 to May 2018 and currently serves as a member of the board of directors of several private companies.   SKILLS AND EXPERIENCE Mr. Callaghan holds a B.A. in Government from Dartmouth College and an M.B.A. from Harvard Business School. We believe Mr. Callaghan is qualified to serve on our board of directors because of his extensive experience working with the management teams of, and investing in, a number of privately and publicly held companies.   OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS •  None

 

DIRECTOR   AGE: 63   DIRECTOR SINCE: August 2018   COMMITTEES:   •  Compensation (Chair) •  Audit		JAY HOAG   Jay Hoag has served as a member of our board of directors since August 2018. Mr. Hoag is a co-founder and General Partner of TCV where he has served since June 1995. Mr. Hoag currently serves on the board of directors of TripAdvisor, Inc., Zillow Group, Inc., and Netflix Inc. and several private companies. Mr. Hoag also previously served on the board of directors of various public companies, including Electronic Arts until August 2021 and TechTarget, Inc. until July 2016.   SKILLS AND EXPERIENCE Mr. Hoag holds a B.A. from Northwestern University and an M.B.A. from the University of Michigan. We believe Mr. Hoag is qualified to serve on our board of directors because of his extensive experience working with the management teams of, and investing in, a number of privately and publicly held companies.   OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS •  TripAdvisor, Inc. •  Zillow Group, Inc. •  Netflix Inc.

 

CONTINUING DIRECTORS

The directors who are serving for terms that end after the Annual Meeting and their ages, occupations, and length of service on our board of directors as of the date of this Proxy Statement are provided in the table below and in the additional biographical descriptions set forth in the text below the table. After six and a half years of impactful service, Howard Draft resigned from his position as a director effective as of the date hereof.

 

NAME OF DIRECTOR		AGE		POSITION		DIRECTOR SINCE
CLASS I DIRECTORS:
ERIK BLACHFORD(1)(2)		54		Director		April 2015
PAMELA THOMAS-GRAHAM(1)(3)		58		Director		March 2018
CLASS III DIRECTORS:
KAREN BOONE*(4)		47		Director		January 2019
JOHN FOLEY		50		Chairman		April 2015
WILLIAM LYNCH		51		Director		August 2019

 

*	Lead Independent Director

 

(1)	Member of compensation committee

 

(2)	Member of the nominating, governance, and corporate responsibility committee

 

(3)	Chairperson of the nominating, governance, and corporate responsibility committee

 

(4)	Chairperson of the audit committee

 

AGE: 54   DIRECTOR SINCE: April 2015   COMMITTEES: •  Compensation •  Nominating, Governance, and Corporate Responsibility		ERIK BLACHFORD   Erik Blachford has served as a member of our board of directors since April 2015. As an independent venture capital investor and advisor since January 2011, he focuses on consumer tech and travel companies and has invested in companies such as Zillow, Glassdoor, Grove Collaborative, and Hotel Tonight. He was a member of the founding team at Expedia, and served as the company’s second Chief Executive Officer, then as the Chief Executive Officer of IAC/InterActiveCorp’s travel division, IAC Travel, until 2005. He was the Chief Executive Officer at Terrapass, Inc. from April 2007 to September 2009, and the Chief Executive Officer at Butterfield & Robinson, Inc. from September 2009 to January 2011. Mr. Blachford has also consulted as a Venture Partner at Technology Crossover Ventures, a private equity and venture capital firm, since March 2011. Mr. Blachford currently serves on the board of directors of Zillow Group, Inc. and several private companies.   SKILLS AND EXPERIENCE He holds a B.A. in English and theater from Princeton University, an M.B.A. from Columbia Business School, and an M.F.A. in Creative Writing from San Francisco State University. We believe Mr. Blachford is qualified to serve on our board of directors based on his strategic and operational experience as a former executive officer and his extensive experience working with the management teams of, and investing in, a number of privately and publicly held companies.   OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS •  Zillow Group, Inc.

 

DIRECTOR   AGE: 58   DIRECTOR SINCE: March 2018   COMMITTEES: •  Compensation •  Nominating, Governance, and Corporate Responsibility (Chair)		PAMELA THOMAS-GRAHAM   Pamela Thomas-Graham has served as a member of our board of directors since March 2018. Since August 2016, Ms. Thomas-Graham has served as the Founder and Chief Executive Officer of Dandelion Chandelier LLC, a private digital media enterprise focused on the world of luxury. From 2010 to August 2016, she served as a member of the Executive Board at Credit Suisse Group AG, a multinational investment bank and financial services company. While at the firm she held several titles, including Chair, New Markets for the global Private Bank; and Global Chief Marketing and Talent Officer.   From 2008 to 2010, she served as a Managing Director at Angelo, Gordon & Co., a privately held investment firm. From 2005 through 2007, Ms. Thomas-Graham was a Group President of Liz Claiborne Inc. (now Tapestry). She served as President and Chief Executive Officer of NBC Universal’s CNBC television, and President and Chief Executive Officer of CNBC.com, beginning in 1999. She began her career at global consultancy McKinsey & Co. in 1989, becoming the firm’s first black woman partner in 1995.   Ms. Thomas-Graham currently serves, and in the coming months will be concluding her service, as a board member of The Clorox Company. She also serves as a board member of Bumble Inc.; Compass, Inc; and the Bermuda-based Bank of N.T. Butterfield & Son Limited.   SKILLS AND EXPERIENCE Ms. Thomas-Graham holds a B.A. in Economics from Harvard University and a joint M.B.A. - J.D. from Harvard Business School and Harvard Law School. We believe Ms. Thomas-Graham is qualified to serve on our board of directors because she brings invaluable strategic, operational, and corporate governance experience as a chief executive officer and executive leader of public and private companies.   OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS •  Bank of N.T. Butterfield & Son Limited •  The Clorox Company (term ends Fall 2021) •  Bumble Inc. •  Compass, Inc.

 

LEAD INDEPENDENT DIRECTOR   AGE: 47   DIRECTOR SINCE: January 2019   COMMITTEES:   •  Audit (Chair)		KAREN BOONE   Karen Boone has served as a member of our board of directors since January 2019. Ms. Boone most recently served as the President, Chief Financial and Administrative Officer of Restoration Hardware, Inc., a home furnishings company, from May 2014 to August 2018 and as Chief Financial Officer from June 2012 to May 2014. Prior to that, from 1996 to 2012, Ms. Boone held various roles at Deloitte & Touche LLP, a public accounting firm, most recently as an Audit Partner. Ms. Boone currently serves on the board of directors of Sonos, Inc. and several private companies.   SKILLS AND EXPERIENCE Ms. Boone holds a B.S. in Business Economics from the University of California, Davis. We believe Ms. Boone is qualified to serve on our board of directors because of her extensive experience leading a consumer brand and her expertise and background with regard to accounting and financial matters.   OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS •  Sonos, Inc.

 

CHAIRMAN & CEO   AGE: 50   DIRECTOR SINCE: April 2015   COMMITTEES: •  None		JOHN FOLEY   John Foley is one of our co-founders and has served as our Chief Executive Officer since June 2012 and Chairman of our board of directors since April 2015 when we converted from a limited liability company to a Delaware corporation. Before our founding, Mr. Foley served as the President of eCommerce at Barnes & Noble, Inc., a retailer of content, digital media, and educational products, from August 2010 to June 2012. From March 2005 to August 2010, Mr. Foley served as the co-founder and Chief Executive Officer of Pronto.com, a price comparison service platform and a subsidiary of IAC/InterActiveCorp, a media and internet company.   SKILLS AND EXPERIENCE Mr. Foley holds a B.S. in Industrial Engineering from the Georgia Institute of Technology and an M.B.A. from Harvard Business School. We believe Mr. Foley is qualified to serve on our board of directors because of the historical knowledge, operational expertise, leadership, and continuity that he brings to our board of directors as our co-founder and Chief Executive Officer.   OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS •  None

 

PRESIDENT & DIRECTOR   AGE: 51   DIRECTOR SINCE: August 2019   COMMITTEES: •  None		WILLIAM LYNCH   William Lynch has served as our President since January 2017 and as a member of our board of directors since August 2019. Prior to joining us, Mr. Lynch served as the Chief Executive Officer of Savant Systems, LLC, a luxury smart home technology company, from May 2014 to November 2016. From March 2010 to June 2013, Mr. Lynch served as the Chief Executive Officer of Barnes & Noble, and from February 2009 to March 2010, Mr. Lynch served as the President of Barnes & Noble.com, a business division of Barnes & Noble, where he oversaw the creation of the Nook product line and software. Mr. Lynch has also held senior management roles at HSN.com, IAC/InterActiveCorp, and Palm Computing. Mr. Lynch previously served on the board of directors of Barnes & Noble from October 2011 to July 2013.   SKILLS AND EXPERIENCE Mr. Lynch holds a B.S. in Economics from the University of Texas at Austin and an M.B.A. from Columbia Business School. We believe Mr. Lynch is qualified to serve on our board of directors because of the strategic and operational experience and leadership that he brings as our President and the former chief executive officer and executive leader of public and private companies.   OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS •  None

There are no family relationships among our directors and executive officers.

 

NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION

Under our current compensation practices, our non-employee directors receive equity compensation for their service as directors, which we believe reinforces alignment with our stockholders and is consistent with our overall compensation philosophy. Each non-employee director is entitled to receive equity awards under our 2019 Equity Incentive Plan, or the 2019 Plan, in the form of stock options, RSUs, or a 50%-50% combination thereof pursuant to our “Employee Equity Choice Program” as described in the “Compensation Discussion and Analysis—Employee Equity Choice Program” section below.

Our compensation arrangements for non-employee directors are reviewed periodically by our compensation committee and our board of directors. In addition, at the compensation committee’s direction, Compensia, Inc., (“Compensia”) the compensation committee’s independent compensation consultant, provides a competitive analysis of director compensation levels, practices, and design features as compared to the general market as well as our compensation peer group. In February 2021, based on the competitive analysis provided by Compensia, the compensation committee approved an increase to the non-employee director annual equity grant from $250,000 to $325,000, as described below.

Initial Equity Grant. Each non-employee director appointed to our board of directors is granted an equity award, in the form of stock options, RSUs, or a 50%-50% combination thereof pursuant to our Employee Equity Choice Program, on the date of their appointment to our board of directors having an aggregate value of $500,000 based on the closing price of our Class A common stock on the date of grant. The award will vest with respect to 1/3rd of the total number of shares subject to such award on each annual anniversary of the grant, in each case, so long as such non-employee director continues to provide service through such date. Each initial equity grant will accelerate in full upon the consummation of a Corporate Transaction (as defined in our 2019 Plan).

Annual Equity Grant. On the date of each annual meeting of stockholders, each non-employee director who is serving on our board of directors, and will continue to serve on our board of directors immediately following the date of such annual meeting, will automatically be granted equity, in the form of stock options, RSUs, or a 50%-50% combination thereof pursuant to our Employee Equity Choice Program, having an aggregate value of $325,000 based on the closing price of our Class A common stock on the date of grant (the “Annual Equity Grant”). An increase in the non-employee director Annual Equity Grant was approved by the board of directors after the 2020 annual meeting of stockholders held on December 9, 2020, when each non-employee director received the Annual Equity Grant of $250,000. Accordingly, on March 1, 2021 each director received an additional equity grant having an aggregate value of $75,000 based on the closing price of our Class A common stock on the date of grant, prorated from March 1, 2021 through the date of the next annual meeting of stockholders. Each Annual Equity Grant will vest with respect to 1/4th of the total number of stock options or RSUs, as applicable, subject to such award on each quarterly anniversary thereafter such that the equity award will be fully vested and exercisable, as applicable, on the one-year anniversary of the date of grant, or if earlier, the next annual meeting of stockholders, in each case, so long as such non-employee director continues to provide service through such date. Each Annual Equity Grant will accelerate in full upon the consummation of a Corporate Transaction (as defined in our 2019 Plan).

Non-employee directors do not receive any cash compensation for service on our board of directors.

 

NON-EMPLOYEE DIRECTOR COMPENSATION

The following table provides information for the fiscal year ended June 30, 2021 regarding all compensation awarded to, earned by, or paid to each person who served as a director for some portion or all of Fiscal 2021, other than Mr. Foley, the Chairman of our board of directors and our CEO, and Mr. Lynch, our President. Messrs. Foley and Lynch are not included in the table below, as they are employees and receive no compensation for their service as directors. The compensation received by Messrs. Foley and Lynch as employees is shown in the “Executive Compensation—Fiscal 2021 Summary Compensation Table” below.

 

NAME		OPTION AWARDS ($)(2)(3)				RESTRICTED STOCK AWARDS ($)(2)(3)				TOTAL   ($)
ERIK BLACHFORD			308,152								308,152
KAREN BOONE			308,152								308,152
JON CALLAGHAN			308,152								308,152
HOWARD DRAFT(1)			308,152								308,152
JAY HOAG			308,152								308,152
PAMELA THOMAS-GRAHAM							304,406				304,406

 

(1)	Mr. Draft resigned from our board of directors effective as of October 25, 2021.

 

(2)

The amounts reported in this column represent the aggregate grant date value of stock option and restricted stock awards made to directors in Fiscal 2021 computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718, or ASC 718. This amount does not reflect the actual economic value realized by the director, which will vary depending on the performance of our Class A common stock.

 

(3)

The following table sets forth information on stock option and RSU awards granted to non-employee directors during Fiscal 2021, the aggregate number of shares of our Class A common stock and Class B common stock underlying outstanding stock options and RSUs held by our non-employee directors as of June 30, 2021, and the aggregate number of shares of our Class A common stock and Class B common stock underlying outstanding unvested stock options and RSUs held by our non-employee directors as of June 30, 2021:

 

NAME		GRANT DATE				NUMBER OF SHARES UNDERLYING STOCK OPTIONS GRANTED IN FISCAL 2021				NUMBER OF SHARES UNDERLYING RESTRICTED STOCK UNITS GRANTED IN FISCAL 2021				NUMBER OF SHARES UNDERLYING TOTAL STOCK OPTIONS HELD AT FISCAL YEAR END				NUMBER OF SHARES UNDERLYING TOTAL RESTRICTED STOCK UNITS HELD AT FISCAL YEAR END				NUMBER OF SHARES UNDERLYING UNVESTED STOCK OPTIONS HELD AT FISCAL YEAR END				NUMBER OF  SHARES  UNDERLYING  UNVESTED  RESTRICTED  STOCK  UNITS  HELD AT  FISCAL  YEAR END
ERIK BLACHFORD			12/9/2020 3/1/2021				5,698 1,183	(1)  (1)							1,364,997	(2)							195,523
KAREN BOONE			12/9/2020 3/1/2021				5,698 1,183	(1)  (1)							456,881	(3)							249,940
JON CALLAGHAN			12/9/2020 3/1/2021				5,698 1,183	(1)  (1)							24,997	(4)							3,440
HOWARD DRAFT			12/9/2020 3/1/2021				5,698 1,183	(1)  (1)							287,498	(5)							196,357
JAY HOAG			12/9/2020 3/1/2021				5,698 1,183	(1)  (1)							24,997	(4)							3,440
PAMELA THOMAS-GRAHAM			12/9/2020 3/1/2021								2,276 422	(1)  (1)			393,116	(6)			1,349	(6)			195,833				1,349

 

(1)

The stock option or RSU award vest as to 25% of the total shares quarterly on each of March 9, 2021, June 9, 2021, and September 9, 2021, with the final 25% vesting on the earlier of (i) December 9, 2021 and (ii) the 2021 Annual Meeting, subject to such non-employee director’s continued service through such date.

 

(2)

Consists of (a) a stock option to purchase 18,116 shares of Class A common stock, granted on February 28, 2020, that is fully vested and exercisable, (b) a stock option to purchase 5,698 shares of Class A common stock, granted on December 9, 2020, that vests quarterly at a rate of 1/4th of the shares, (c) a stock option to purchase 1,183 shares of Class A common stock, granted on March 1, 2021, that vests at a rate of 1/4th of the shares, ((d) a stock option for 600,000 shares, granted on July 13, 2015, that vests at a rate of 1/4th of the shares of our Class B common stock underlying the stock option vesting on March 29, 2016 and the remaining shares subject to the stock option vest at a rate of 1/48th of the shares of our Class B common stock underlying the stock option monthly thereafter, (e) a stock option for 180,000 shares of our Class B common stock, granted on August 8, 2017, that vests at a rate of 1/4th of the shares of our Class B common stock underlying the stock option on July 11, 2018 and the remaining shares subject to the stock option vest at a rate of 1/48th of the shares of our Class B common stock underlying the stock option monthly thereafter, (f) a stock option for 160,000 shares, granted on April 2, 2018, that vests at a rate of 1/48th of the shares of our Class B common stock underlying the stock option each month following the March 15, 2018 vesting commencement date, and (g) a stock option for 400,000 shares, granted on January 17, 2019, that vests at a rate of 1/48th of the shares of our Class B common stock underlying the stock option each month following the January 17, 2019 vesting commencement date. The stock options for shares of our Class B common stock are early exercisable. The stock options for shares of our Class B common stock also provide that, in the event of a change in control (as defined in the applicable stock option agreement), all of the unvested shares of Class B common stock subject to the stock options will become immediately vested and exercisable as of the date immediately prior to the change in control. All stock options are subject to such non-employee director’s continued service through such date.

 

(3)

Consists of (a) a stock option to purchase 5,698 shares of Class A common stock, granted on December 9, 2020, that vests quarterly at a rate of 1/4th of the shares, (b) a stock option to purchase 1,183 shares of Class A common stock, granted on March 1, 2021, that vests quarterly at a rate of 1/4th of the shares, (c) a stock option for 200,000 shares of Class B common stock, granted on January 17, 2019, 50,000 of which have been exercised and 150,000 of which remain outstanding and subject to the option as of June 30, 2021, that vests at a rate of 1/48th of the shares of our Class B common stock underlying the stock option each month following the January 6, 2019 vesting commencement date and (d) a stock option to purchase 400,000 shares of Class B common stock, granted on January 17, 2019, 100,000 of which have been exercised and 300,000 of which remain outstanding and subject to the option as of June 30, 2021, that vests at a rate of 1/48th of the shares of our Class B common stock underlying the stock option each month following the January 17, 2019 vesting commencement date. The stock options for

 

shares of our Class B common stock are early exercisable. In the event of a change on control, any then-unvested stock options will become immediately vested and exercisable. All stock options are subject to such non-employee director’s continued service through such date.

 

(4)

Consists of (a) a stock option to purchase 18,116 shares of Class A common stock, granted on February 28, 2020, that is fully vested and exercisable, (b) a stock option to purchase 5,698 shares of Class A common stock, granted on December 9, 2020, that vests quarterly at a rate of 1/4th of the shares, and (c) a stock option to purchase 1,183 shares of Class A common stock, granted on March 1, 2021, that vests at a rate of 1/4th of the shares.

 

(5)

Consists of (a) a stock option to purchase 18,116 shares of Class A common stock, granted on February 28, 2020, that is fully vested and exercisable, (b) a stock option to purchase 5,698 shares of Class A common stock, granted on December 9, 2020, that vests quarterly at a rate of 1/4th of the shares, (c) a stock option to purchase 1,183 shares of Class A common stock, granted on March 1, 2021, that vests at a rate of 1/4th of the shares, (d) a stock option for 220,000 shares, granted on August 8, 2017, 215,416 of which have been exercised and 4,584 of which remain outstanding and subject to the option as of June 30, 2021, that vests at a rate of 1/4th of the shares of our Class B common stock underlying the stock option on July 11, 2018 and the remaining shares subject to the stock option vest at a rate of 1/48th of the shares of our Class B common stock underlying the stock option monthly thereafter, (e) a stock option to purchase 160,000 shares of Class B common stock, granted on April 2, 2018, 130,000 of which have been exercised and 30,000 of which remain outstanding and subject to the option as of June 30, 2021, that vests at a rate of 1/48th of the shares of our Class B common stock underlying the stock option each month following the March 15, 2018 vesting commencement date, and (f) a stock option to purchase 400,000 shares of Class B common stock, granted on January 17, 2019, 172,083 of which have been exercised and 227,917 of which remain outstanding and subject to the option as of June 30, 2021, that vests at a rate of 1/48th of the shares of our Class B common stock underlying the stock option each month following the January 17, 2019 vesting commencement date. The stock options for shares of our Class B common stock are early exercisable. In the event of a change on control, any then-unvested stock options will become immediately vested and exercisable. All stock options are subject to such non-employee director’s continued service through such date.

 

(6)

Consists of (a) a restricted stock award for 2,276 shares of Class A common stock, granted on December 9, 2020, 1,138 of which have vested and 1,138 of which remain outstanding and subject to the award as of June 30, 2021, that vests quarterly at a rate of 1/4th of the shares, (b) a restricted stock award for 422 shares of Class A common stock, granted on March 1, 2021, 211 of which have vested and 211 of which remain outstanding and subject to the award as of June 30, 2021, that vests quarterly at a rate of 1/4th of the shares, (c) a stock option to purchase 200,000 shares of Class B common stock, granted on April 2, 2018, 40,217 of which have been exercised and 159,783 of which remain outstanding and subject to the option as of June 30, 2021, that vests at a rate of 1/48th of the shares of our Class B common stock underlying the stock option each month following the March 26, 2018 vesting commencement date, and (d) a stock option to purchase 400,000 shares of Class B common stock that vests at a rate of 1/48th of the shares of our Class B common stock, granted on January 17, 2019, 166,667 of which have been exercised and 233,333 of which remain outstanding and subject to the option as of June 30, 2021, underlying the stock option each month following the January 17, 2019 vesting commencement date. The stock options for shares of our Class B common stock are early exercisable. In the event of a change on control, any then-unvested stock options will become immediately vested and exercisable. All stock options are subject to such non-employee director’s continued service through such date.

 

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR ALL NOMINEES” IN THE ELECTION OF THE CLASS II DIRECTORS

 

Our audit committee has selected Ernst & Young LLP as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending June 30, 2022 and recommends that stockholders vote for ratification of such selection. The ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2022 requires the affirmative vote of a majority of the voting power of the shares present or represented by proxy at the Annual Meeting and voting affirmatively or negatively on the proposal. In the event that Ernst & Young LLP is not ratified by our stockholders, the audit committee will review its future selection of Ernst & Young LLP as our independent registered public accounting firm. Even if the selection is ratified, the audit committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

Ernst & Young LLP audited our financial statements for the fiscal year ended June 30, 2021. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and they will be given an opportunity to make a statement at the Annual Meeting if they desire to do so and will be available to respond to appropriate questions. Ernst & Young LLP has served as our independent registered public accounting firm since 2017.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES

We regularly review the services and fees from our independent registered public accounting firm. These services and fees are also reviewed with our audit committee annually. In accordance with standard policy, Ernst & Young LLP will periodically rotate the individuals who are responsible for our audit.

During the fiscal years ended June 30, 2020 and 2021, fees for services provided by Ernst & Young LLP were as follows:

 

		FISCAL YEAR ENDED JUNE 30, 2020				FISCAL YEAR ENDED   JUNE 30, 2021
FEES BILLED TO PELOTON
AUDIT FEES(1)			$2,121,000				$3,851,000
AUDIT-RELATED FEES(2)			$   330,000				—
TAX FEES(3)			$       5,000				5,400
OTHER FEES(4)			$       5,000				5,000
TOTAL FEES			$2,461,000				$3,861,400

 

(1)

“Audit fees” include fees for audit services primarily related to the audit of our annual consolidated financial statements; the review of our quarterly consolidated financial statements; comfort letters, consents and assistance with and review of documents filed with the SEC; and other accounting and financial reporting consultation and research work billed as audit fees or necessary to comply with the standards of the Public Company Accounting Oversight Board (United States). The total Audit fees for the fiscal year ended June 30, 2020 includes $210,000 in Audit fees billed after October 22, 2020, the date that our proxy statement for our 2020 annual meeting of stockholders was filed with the SEC.

 

(2)	“Audit-related fees” includes fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.

 

(3)	“Tax fees” include fees for tax compliance and advice. Tax advice fees encompass a variety of permissible tax services, including technical tax advice related to federal and state and international income tax matters, assistance with sales tax and assistance with tax audits.

 

(4)	“Other fees” includes fees for services other than the services reported in audit fees, audit-related fees, and tax fees.

 

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm, the scope of services provided by the independent registered public accounting firm, and the fees for the services to be performed. These services may include audit services, audit-related services, tax services, and other services. In addition, the audit committee has established procedures by which the chairperson of the audit committee may pre-approve such services up to $200,000 per service matter or project, subject to ratification by the audit committee at its next regularly scheduled quarterly meeting following such approval. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date.

All of the services relating to the fees described in the table above were approved by our audit committee.

 

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2022