BODY Beachbody Company Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

The Beachbody Company, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

400 Continental Blvd, Suite 400

El Segundo, California 90245

LETTER TO STOCKHOLDERS

April 24, 2024

Dear Stockholder:

You are cordially invited to attend this year’s annual meeting of stockholders of The Beachbody Company, Inc. on Tuesday, June 4, 2024, at 8:30 a.m. Pacific Time. The annual meeting will be a completely “virtual” meeting. You will be able to attend the annual meeting, as well as vote and submit your questions during the live webcast of the meeting, by visiting www.proxydocs.com/BODI and following the Registration instructions. Upon entry of your control number and other required information, you will receive further instructions via email, that provides you access to the annual meeting and to vote and submit questions during the annual meeting. Details regarding admission to the annual meeting and the business to be conducted at the annual meeting are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

Whether or not you plan to attend the annual meeting, your vote is very important and we encourage you to vote promptly. You may vote by either marking, signing and returning the enclosed proxy card or using telephone or internet voting. For specific instructions on voting, please refer to the instructions on your enclosed proxy card. If you attend the annual meeting, you will have the right to revoke the proxy and vote your shares virtually at the meeting. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from your brokerage firm, bank or other nominee to vote your shares.

THE BEACHBODY COMPANY, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 4, 2024

In accordance with rules and regulations adopted by the Securities and Exchange Commission, we have elected to furnish our proxy materials to stockholders by providing access to the materials on the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (the Internet Availability Notice) has been mailed to the majority of our stockholders, while other stockholders have instead received paper copies of the documents accessible on the Internet. It is important that your shares be represented and voted whether or not you plan to attend the Annual Meeting. If you are the registered holder of your shares and are viewing the proxy statement on the Internet, you may grant your proxy electronically via the Internet by following the instructions on the Internet Availability Notice previously mailed to you and the instructions listed on the Internet site. If you are receiving a paper copy of the proxy statement, you may vote by completing and mailing the proxy card enclosed with the proxy statement, or you may grant your proxy electronically via the Internet or by telephone by following the instructions on the proxy card. If your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should review the Notice of Internet Availability of Proxy Materials used by that firm to determine whether and how you will be able to submit your proxy by telephone or over the Internet. Submitting a proxy over the Internet, by telephone or by mailing a proxy card will ensure your shares are represented at the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for examination by stockholders of record at www.proxydocs.com/BODI during the Annual Meeting.

THE BEACHBODY COMPANY, INC.

BY ORDER OF THE BOARD OF DIRECTORS

TABLE OF CONTENTS

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THE BEACHBODY COMPANY, INC.

400 Continental Blvd, Suite 400

El Segundo, California 90245

PROXY STATEMENT SUMMARY

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of The Beachbody Company, Inc., a Delaware corporation (the “Company” or “BODi”), for use at the Annual Meeting of Stockholders. This Proxy Statement and related materials are first being mailed to stockholders on or about April 24, 2024. References in this Proxy Statement to “we,” “us,” “our,” “BODI,” or the “Company” refer to The Beachbody Company, Inc. and its consolidated subsidiaries, and references to the “Annual Meeting” are to the 2024 annual meeting of stockholders. When we refer to the Company’s fiscal year, we mean the annual period ended on December 31, 2023. This Proxy Statement covers our 2023 fiscal year, which was from January 1, 2023 through December 31, 2023, or fiscal 2023.

This summary highlights information contained elsewhere in this Proxy Statement and does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting.

Our Annual Meeting

At the Annual Meeting, the stockholders of the Company will be asked to vote on the four proposals below. Your vote is very important. Accordingly, whether or not you plan to attend the Annual Meeting, you should vote by using one of the methods described in these proxy materials. You may vote your shares at the Annual Meeting by voting via the Internet or by telephone as described in these proxy materials or by having your shares represented at the Annual Meeting by a valid proxy. If your shares are not registered directly in your name (e.g., you hold your shares in a stock brokerage account or through a bank or other holder of record), you may vote by following the instructions detailed on the notice or voting instruction form you receive from your broker or other nominee. Stockholders may submit questions by following the instructions available on the website for the

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Annual Meeting. A list of all stockholders entitled to vote at the Annual Meeting will be available for inspection at our executive offices.

Any stockholder who executes and delivers a proxy has the right to revoke it at any time before it is exercised by delivering to the Corporate Secretary of the Company an instrument revoking it or a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting. Subject to revocation, the proxy holders will vote all shares represented by a properly executed proxy received in time for the Annual Meeting in accordance with the instructions on the proxy. If no instruction is specified with respect to a matter to be acted upon, the shares represented by the proxy will be voted in accordance with the recommendation of the Board.

The expenses of preparing, assembling, printing and mailing the Internet Availability Notice, this Proxy Statement and the materials used in the solicitation of proxies will be borne by the Company. Proxies will be solicited through the Internet and the mail and may be solicited by our officers, directors and employees in person or by telephone, email or facsimile. They will not receive additional compensation for this effort. We do not anticipate paying any compensation to any other party for the solicitation of proxies, but may reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to beneficial owners. The Company may retain the services of a proxy solicitation firm if, in the Board’s view, it is deemed necessary or advisable. Although the Company does not currently expect to retain such a firm, it estimates that the fees of such firm could be up to $20,000, plus out-of-pocket expenses, all of which would be paid by the Company.

Quorum Requirements

In order to constitute a quorum for the conduct of business at the Annual Meeting, the holders of a majority in voting power of Common Stock entitled to vote at the Annual Meeting must be present at the meeting or represented by proxy. Shares represented by proxies that reflect abstentions or broker non-votes will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum.

Required Vote

Each share of our Class A Common Stock outstanding on the record date is entitled to one vote on each of the nine director nominees and one vote on each other matter. Each share of our Class X Common Stock outstanding on the record date is entitled to ten votes on each of the nine director nominees and ten votes on each other matter.

For Proposal 1, the election of directors, the nominees to serve as directors will be elected by a plurality of the votes cast by the stockholders entitled to vote at the election (meaning that the nine director nominees who receive the highest number of shares voted “for” their election are elected). You may vote “For” or “Withhold” with respect to each director nominee. Votes that are withheld will be excluded entirely from the vote with respect to the nominee from which they are withheld and will have no effect on the election of directors.

For Proposal 2, Proposal 3 and Proposal 4, approval of each proposal requires the affirmative vote of at least a majority of the votes cast (meaning the number of shares voted “for” a proposal must exceed the number of

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shares voted “against” such proposal). You may vote “For,” “Against” or “Abstain” from voting on each of these proposals. Any shares of Common Stock that are not voted (whether by abstention or otherwise) will have no impact on the outcome of the vote with respect to these proposals. For Proposal 3, because your vote is advisory, it will not be binding on the Company, the Board or the Compensation Committee. However, the Board and the Compensation Committee will consider the outcome of the vote when making future decisions regarding the compensation of our named executive officers.

Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. Broker non-votes, if any, will have no effect on Proposal 1 regarding the election of directors. For Proposal 3 and Proposal 4, broker non-votes, if any, will not be counted in determining the number of votes cast and will have no effect on the approval of the relevant proposal. Proposal 2 is a routine matter and no broker non-votes are expected to exist in connection with this proposal. If your shares are held in an account at a bank or brokerage firm, that bank or brokerage firm may vote your shares of Common Stock on Proposal 2, but will not be permitted to vote your shares of common stock with respect to Proposal 1, Proposal 3 or Proposal 4, unless you provide instructions as to how your shares should be voted. However, we also understand that certain brokerage firms have elected not to vote even on “routine” matters without your voting instructions. If your broker or other nominee has made this decision and you do not provide voting instructions, your vote will not be cast and will have no effect on the vote of the four proposals at this Annual Meeting. Accordingly, we urge you to direct your broker or other nominee how to vote by returning your voting materials as instructed or by obtaining a proxy from your broker or other nominee in order to vote your shares in person at the special meeting.

If an executed proxy card is returned by a bank or broker holding shares which indicates that the bank or broker has not received voting instructions and does not have discretionary authority to vote on the proposals, the shares will not be considered to have been voted in favor of the proposals. Your bank or broker will vote your shares on Proposal 1, Proposal 3 or Proposal 4 only if you provide instructions on how to vote by following the instructions they provide to you. Accordingly, we encourage you to vote promptly, even if you plan to attend the virtual Annual Meeting.

Additional Information Regarding the Internet Availability of Our Proxy Materials

We are pleased to take advantage of SEC rules that allow companies to furnish their proxy materials over the Internet. Accordingly, we sent to the majority of our stockholders an Internet Availability Notice regarding the Internet availability of the proxy materials for this year’s Annual Meeting. Other stockholders were instead sent paper copies of the proxy materials accessible on the Internet. Instructions on how to access the proxy materials over the Internet or to request a paper copy can be found in the Internet Availability Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis by going to www.investorelections.com/BODI and following the instructions or calling 1-866-648-8133. A stockholder’s election to receive proxy materials by mail or e-mail will remain in effect until the stockholder terminates or changes such election.

Please note that you cannot vote your shares by filling out and returning the Internet Availability Notice. The Internet Availability Notice does, however, include instructions on how to vote your shares.

If your shares are registered directly in your name with our transfer agent, you are considered, with respect to those shares, the “stockholder of record.” In that case, either the Internet Availability Notice or the Notice of Annual Meeting, this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 have each been sent directly to you.

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in street name. In such case, either a notice similar to the Internet Availability

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Notice or the Notice of Annual Meeting, this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 should have been provided (or otherwise made available) to you by your broker, bank or other holder of record who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting.

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PROPOSAL 1: ELECTION OF NINE DIRECTORS

General

Our Second Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) provides that directors shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the year following the year of their election. Each director shall hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification or removal in accordance with our Certificate of Incorporation. At this Annual Meeting, our stockholders will have an opportunity to vote for nine director nominees. The Board has nominated Mmes. Conlin, Frank and Lundy and Messrs. Daikeler, Goldston, Heller, Mayer, Salter and Van de Bunt as directors with a term that would expire at the 2025 annual meeting of stockholders.

Mmes. Conlin, Frank and Lundy and Messrs. Daikeler, Goldston, Heller, Mayer, Salter and Van de Bunt currently serve as members of our Board of Directors and have agreed to serve if elected. In the event the nominees named herein are unable to serve or decline to serve at the time of the Annual Meeting, the persons named in the enclosed proxy will exercise discretionary authority to vote for substitutes. Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the nominees.

Required Vote

Directors shall be elected by a plurality of the votes cast (meaning that the nine director nominees who receive the highest number of shares voted “for” their election are elected). “Withhold” votes and broker non-votes are not considered votes cast for the foregoing purpose, and will have no effect on the election of the nominees.

Recommendation of the Board of Directors

The Board unanimously recommends that the stockholders vote FOR the election of the director nominees, Mary Conlin, Carl Daikeler, Kristin Frank, Mark Goldston, Michael Heller, Ann Lundy, Kevin Mayer, John Salter and Ben Van de Bunt. Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the election of all the director nominees.

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Information About Our Director Nominees

The following table and biographical information sets forth certain information of the director nominees. Such information is current as of April 24, 2024. The information presented below for each director includes the specific experience, qualifications, attributes and skills that led us to the conclusion that such director should be nominated to serve on our Board of Directors in light of our business.

Carl Daikeler has served as our Chief Executive Officer and a member of our Board since he co-founded BODi in 1998, and as our Chairman from 1998 to June 2023. Prior to BODi, Mr. Daikeler worked at Guthy-Renker, a multinational direct marketing company, assisting with new products for infomercials. He also runs the Beachbody Foundation, a non-profit organization contributing to a number of foundations such as the International Justice Mission, Hope Of The Valley, NAACP, The Lakota Tribe, Upward Bound House, Go Campaign, and Save-A-Warrior (SAW). Mr. Daikeler obtained a B.A. from Ithaca College. We believe Mr. Daikeler is qualified to serve on our Board due to his extensive business and leadership experience and, in particular, his experience leading BODi.

Mark Goldston has served as our Executive Chairman since June 2023. Mr. Goldston has served as the chairman, chief executive officer and founder of The Goldston Group, a venture capital and strategic advisory firm, since November 2013. Mr. Goldston has also served as general partner of Athletic Propulsion Labs, a luxury performance athletic footwear company, since March 2009 and as co-founder and general partner of Javergo Partners, LLC, a strategic advisory firm, since March 2020. Mr. Goldston has also served as a board member, strategic advisor and investor of TuneGO, a technology platform and interactive community for music artists, since March 2015 and as a strategic advisor and shareholder of Fresh Brothers Pizza. Prior to that, from March 1999 to November 2013 Mr. Goldston served as the chairman and chief executive officer of United Online, a former public Internet access company, and its predecessor company, NetZero. Mr. Goldston obtained a B.S. in business administration from The Ohio State University and an M.B.A. from the Northwestern University Kellogg School of Management. We believe Mr. Goldston is qualified to serve on our Board due to his extensive financial and leadership experience with public companies and fitness brands.

Mary Conlin has served as a member of our Board since June 2021. From 2001 to 2007 Ms. Conlin served as Director and Head of Marketing & Corporate Communications for Pixar Animation Studios, a computer animation studio, which was acquired in 2006 by The Walt Disney Company, and has since retired. Prior to Pixar, from 1990 to 1996 and from 1998 to 1999 she served as Director of International Distribution and Director of Worldwide Promotions for the theatrical division at Warner Bros. Pictures, a multinational film production company. Ms. Conlin started her career in advertising at VMLY&R, a global advertising company, formerly known as Young & Rubicam. Since May 2020 she has served on the board of directors for Daily Journal Corp, a public publishing and technology company. Ms. Conlin obtained a B.A. from Princeton University and an M.B.A. from Harvard University. We believe Ms. Conlin is qualified to serve on our Board due to her extensive leadership and marketing experience.

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Kristin Frank has served as a member of our Board since November 2021. Ms. Frank has served as Chief Executive Officer of AdPredictive, a customer intelligence platform, since March 2020 and before that as President from September 2018 to February 2020. She has also served on the board of directors of G/O Media Inc., an owner and operator of several digital media outlets, since June 2022, Brightcove, Inc., a leading global provider of cloud services for video, since May 2018, Gaia, Inc., a global video streaming service and community, since October 2013 and Cornerstone Capital, an investment firm, from January 2019 to February 2022. Prior to AdPredictive, from 1995 to 2017 Ms. Frank served at Viacom, a former media conglomerate now operating as Paramount Global, in various capacities as a member of its executive and regional teams, serving most recently as the Chief Operating Officer of the division overseeing revenue, strategy, and operations for MTV. Ms. Frank also served as the Executive Vice President and Head of Digital for the Music and Entertainment Division, and before that as the Regional Vice President of Content Distribution and Marketing, the Chief Operating Officer of LOGO, and the General Manager of MTV and VH1 Digital Media. Ms. Frank obtained a B.B.A. in Finance from the University of Iowa. We believe Ms. Frank is qualified to serve on our Board due to her extensive leadership, board governance, and marketing experience.

Ann Lundy has served as a member of our Board since January 2023. Ms. Lundy has served as Senior Vice President, Corporate Finance and Internal Audit of Activision Blizzard, a subsidiary of Microsoft, since November 2021 and before that served as Vice President, Internal Audit from September 2019. Prior to Activision Blizzard, in 2019 Ms. Lundy was an executive consultant in finance, accounting and project management services and before that served as Senior Vice President and Chief Accounting Officer of MH Sub I, LLC (d/b/a Internet Brands), a company operating online media, community and e-commerce sites, in 2018. Prior to that, from March 2003 to August 2018 Ms. Lundy served various leadership positions at Mattel, Inc., including as Senior Vice President Finance & Strategy, Global Development and Product Supply. Ms. Lundy obtained a B.S. in Accounting from Oakland University and is licensed as an inactive certified public accountant in Michigan since October 1994. We believe Ms. Lundy is qualified to serve on our Board of Directors due to her extensive financial and public company experience.

Kevin Mayer has served as a member of our Board since June 2021. Mr. Mayer has served as Co-chief executive officer and founder of Candle Media, a next generation media company, since January 2022, and as co-founder and managing partner of Smash Capital, a consumer venture capital firm, since January 2022. Before that in 2020 he served as chief executive officer of TikTok, a short-form video hosting service, and as chief operating officer of its parent company ByteDance, an international internet technology company. From June 2005 to 2020 Mr. Mayer served in various leadership positions at The Walt Disney Company, a public multinational media conglomerate, most recently as its Chief Strategy Officer. Mr. Mayer has also served on the board of directors of Tinuiti, a performance marketing firm, since April 2021, The Forest Road Company, a specialty finance investment firm, since September 2020 and DAZN Group, a global sports media company, as chairman from February 2021 to March 2023. He also has served as an advisory board member of Salesforce, a global enterprise software firm, since April 2021. Mr. Mayer obtained a B.S. in mechanical engineering at the Massachusetts Institute of Technology, a M.S. in electrical engineering at San Diego State University and an M.B.A. from Harvard University. We believe Mr. Mayer is qualified to serve on our Board due to his extensive leadership and media industry experience.

Michael Heller has served as a member of our Board since November 2012. Mr. Heller has served since 1994 at Cozen O’Connor, an international law firm, holding various leadership positions, currently as the Executive Chairman and Chief Executive Officer. He has served as a member of the Board of Directors of Hanover Fire and Casualty Co., a property and casualty insurance carrier. Mr. Heller also sits on several nonprofit boards, including Thomas Jefferson University Hospital, Villanova Law School, CEO’s vs Cancer, Greater Philadelphia Chamber of Commerce, Philadelphia Alliance for Capital and Technologies and the Jewish Federation of Greater Philadelphia. Mr. Heller obtained a B.A. from The Pennsylvania State University and a J.D. from Villanova University. We believe Mr. Heller is qualified to serve on our Board due to his extensive leadership and board governance experience.

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John Salter has served as a member of our Board since December 2018. Mr. Salter has served as co-founder and partner of The Raine Group, a global merchant bank, since June 2009. Prior to co-founding Raine, from July 2002 to May 2009 he served at UBS, a global investment bank, where he was the Global Head of Digital Media in the Technology, Media and Telecommunications Group. Prior to UBS, Mr. Salter worked in the Internet and New Media Group at Volpe, Brown, Whelan & Co. Mr. Salter has served as a member of the board of directors of Playcast, Inc., a media distribution platform, since January 2024, Play Games 24x7, a leading Indian gaming company, since October 2019, Huuuge Games, a video game developer on mobile devices and PCs, since October 2017 and as an observer for DraftKings, a leading digital sports entertainment and gaming company, from August 2014 to August 2022. Mr. Salter obtained a B.A. from Stanford University. We believe Mr. Salter is qualified to serve on our Board due to his extensive leadership, industry, and board governance experience.

Ben Van de Bunt has served as a member of our Board since March 2019. Since 2013 Mr. Van de Bunt has been an entrepreneur and co-owner of numerous companies including Silver Creek, Paramount Equity, LoanPal, FHR, Inspire Energy, Nestidd, Omni Energy, Good Finch and Rosewood Homes. Before that, Mr. Van de Bunt was Chief Executive Officer and President at Guthy-Renker from 1993 through 2013. He previously served as a member of the board of directors of Houlihan Lokey, Solar City, Guthy-Renker, Inspire Energy, GivePower and St. John’s Hospital. Mr. Van de Bunt obtained a B.A. of the University of California, Los Angeles, and a J.D. from Harvard Law School. We believe Mr. Van de Bunt is qualified to serve on our Board of Directors due to his extensive venture capital, leadership, and board governance experience.

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CORPORATE GOVERNANCE

We are committed to continually enhancing our strong corporate governance practices, which we believe helps us sustain our success and build long-term value for our stockholders. Our Board of Directors sets high standards for our employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board to serve as a prudent fiduciary for stockholders and to oversee the management of the Company’s business. Our governance structure enables independent, experienced and accomplished directors to provide advice, insight, guidance and oversight to advance the interests of the Company and our stockholders.

Director Independence

New York Stock Exchange (“NYSE”) listing standards require that a majority of our Board be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which, in the opinion of the Board, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board has considered information provided by the directors and management with regard to the business and personal activities, relationships and related party transactions of each director. Our Board has determined that Mmes. Conlin, Frank and Lundy and Messrs. Heller, Mayer and Van de Bunt are “independent directors” as defined in the NYSE listing standards and Mmes. Conlin, Frank and Lundy and Messrs. Mayer and Van de Bunt are “independent directors” as defined in the applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

Background and experience of directors

Our nominating and corporate governance committee is responsible for reviewing with our Board, on an annual basis, the appropriate characteristics, skills and experience required for the Board of Directors as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the nominating and corporate governance committee, in recommending candidates for election, and the Board of Directors, in approving (and, in the case of vacancies, appointing) such candidates, will take into account many factors, including the following:

Role of the board in risk oversight

Our Board has an active role, as a whole and also at the committee level, in overseeing the management of our risks. Our Board is responsible for general oversight of risks and regular review of information regarding our risks, including credit risks, liquidity risks, and operational risks. The compensation committee is responsible for

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overseeing the management of risks relating to our human capital and executive compensation plans and arrangements. The audit committee is responsible for overseeing the management of risks relating to accounting matters, financial reporting, and cybersecurity. The nominating and corporate governance committee is responsible for overseeing the management of risks associated with the independence of our Board and potential conflicts of interest. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed about such risks through discussions from committee members. We believe that our Board’s leadership structure supports effective risk management because it allows independent directors at the board level and on our committees to exercise oversight over management.

Compensation Committee Risk Assessment

Upon evaluation, the compensation committee has determined that the Company’s compensation practices and policies are not reasonably likely to have a material adverse effect on the Company. In making this determination, the compensation committee considered that none of the compensation policies and practices at any business unit carry a significant portion of the Company’s risk profile, has a significantly different compensation structure than other business units, or pays compensation expenses as a significant percentage of the business unit’s revenues.

Board Leadership Structure

The Board of Directors does not have a policy regarding the separation of the roles of the Chief Executive Officer and the Executive Chairman of the Board of Directors, as the Board of Directors believes it is in the best interests of the Company to make that determination based on the position and direction of the Company and the membership of the Board of Directors. The Board of Directors has determined that the Company’s current separation between the Chief Executive Officer and the Executive Chairman is the most appropriate leadership structure for BODi to clearly distinguish the functions of the Board and management. The separation of the Chief Executive Officer and the Executive Chairman allows our Chief Executive Officer to concentrate on operational and strategic issues while the Executive Chairman focuses on governance and Board leadership.

Attendance at Meetings

During the year ended December 31, 2023, our Board of Directors met nine times. Each member of the Board of Directors, other than Ben Van de Bunt, attended at least 75 percent of the meetings of our Board of Directors and the meetings of any of our board committees on which each member of the Board of Directors served that were held during the term of each such director. Our Board of Directors and each of the board committees also acted by way of various unanimous written consents during the year ended December 31, 2023. In addition, the compensation committee, the audit committee and the Board of Directors met, at times, without management present in executive session.

Although we do not have a formal policy regarding attendance by members of our Board of Directors at our Annual Meeting, we encourage our directors to attend. We anticipate that at least a majority of our Board of Directors will attend the Annual Meeting.

Board Committees

Our Board of Directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below. Our Board of Directors may also establish from time to time any other committees that it deems necessary or desirable. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors.

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The current composition of each board committee is set forth below.

Audit committee

Our audit committee consists of Mary Conlin, Ann Lundy and Kevin Mayer, with Ms. Lundy serving as chair. Rule 10A-3 of the Exchange Act and the NYSE rules require that our Audit Committee be composed entirely of independent members. Our Board of Directors has affirmatively determined that Mmes. Conlin and Lundy and Mr. Mayer each meet the definition of “independent director” for purposes of serving on the Audit Committee under Rule 10A-3 of the Exchange Act and the NYSE rules. Each member of our Audit Committee also meets the financial literacy requirements of NYSE listing standards. In addition, our Board of Directors has determined that Ms. Lundy qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. Our audit committee held four meetings in 2023.

Our audit committee is responsible for, among other things:

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Our audit committee also reviews the related party transaction policy described under “Certain Relationships and Related Party Transactions.” Our audit committee operates under a written charter which is available on our website at https://investors.thebeachbodycompany.com/governance/governance-documents.

Compensation committee

Our compensation committee consists of Mary Conlin, Kristin Frank, and Ben Van de Bunt, with Mr. Van de Bunt serving as chair. Our Board of Directors has determined that each of the compensation committee members is a non-employee member of our Board of Directors as defined in Rule 16b-3 under the Exchange Act and an outside director as that term is defined in Section 162(m) of the Internal Revenue Code (the “Code”). The composition of our compensation committee meets the requirements for independence under the current NYSE rules and current SEC rules and regulations. Decisions regarding the compensation of our executive officers have historically been made by the compensation committee. Our compensation committee held seven meetings in 2023.

The compensation committee is responsible for, among other things:

Our compensation committee operates under a written charter which is available on our website at https://investors.thebeachbodycompany.com/governance/governance-documents.

Nominating and corporate governance committee

Our nominating and corporate governance committee consists of Kristin Frank, Michael Heller, John Salter and Ben Van de Bunt, with Mr. Heller serving as chair. Our nominating and corporate governance committee held four meetings in 2023.

The nominating and corporate governance committee is responsible for, among other things:

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Our nominating and corporate governance committee operates under a written charter which is available on our website at https://investors.thebeachbodycompany.com/governance/governance-documents.

Controlled company exemption

Carl Daikeler, our Chief Executive Officer, beneficially owns 94.4% of the Company’s Class X Common Stock and controls a majority of the voting power of all outstanding capital stock of the Company. As a result, the Board has determined the Company is a “controlled company” within the meaning of corporate governance standards of the NYSE. Under these corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of its board of directors consist of independent directors, (2) that its board of directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3) that its board of directors have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. We have elected to take advantage of the exemptions pertaining to the independence of our Board’s nominating and corporate governance committee. If we cease to be a “controlled company” and our shares continue to be listed on the NYSE, we will be required to comply with all applicable NYSE corporate governance standards and, depending on the Board’s independence determination with respect to its then-current directors, we may be required to add additional directors to the Board in order to achieve such compliance within the applicable transition periods.

Compensation committee interlocks and insider participation

None of our executive officers currently serves, or has served during the last completed fiscal year, as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board of Directors or compensation committee.

The Company’s Director Nomination Process

As indicated above, our nominating and corporate governance committee oversees the director nomination process. This committee is responsible for assisting the Board of Directors in establishing minimum qualifications for director nominees, including qualities and skills that members of our Board of Directors are expected to possess. Under our nominating and corporate governance committee charter, these criteria include the following:

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Our nominating and corporate governance committee identifies and evaluates individuals qualified to become members of our Board of Directors. Our nominating and corporate governance committee then recommends that our Board of Directors select the director nominees for the election at the next annual meeting of stockholders, or to fill vacancies on our Board of Directors occurring between annual meetings of the stockholders.

We believe it is important to have an appropriate mix of diversity for the optimal functionality of the Board of Directors. Our nominating and corporate governance committee charter requires that the committee consider each candidate’s qualities and skills and our nominating and corporate governance committee considers each candidate’s background, diversity, ability, judgment, skills and experience in the context of the needs and current make-up of the Board of Directors when evaluating director nominees. The Board of Directors believes it is important for each member of the Board of Directors to possess skills and knowledge in the areas of leadership of large, complex organizations; finance; strategic planning; laws and regulations; government relations; and relevant industries, especially the ecommerce space. These considerations help ensure that the Board of Directors as a whole has the appropriate mix of diversity, characteristics, skills and experiences for the optimal functioning of the Board of Directors in its oversight of our Company. As part of its periodic self-assessment process, the nominating and corporate governance committee reviews and evaluates its performance, including overall composition of the Board of Directors and the criteria that it uses for selecting nominees in light of the specific skills and characteristics necessary for the optimal functioning of the Board of Directors in its oversight of our Company. The nominating and corporate governance committee considers all of the criteria described above, including the candidate’s diversity, in identifying and selecting nominees and in the future may establish additional minimum criteria for nominees.

The nominating and corporate governance committee will consider nominees for the Board of Directors who are recommended by stockholders who meet the eligibility requirements for submitting stockholder proposals for inclusion in the Company’s next proxy statement. If an eligible stockholder wishes to recommend a nominee, he or she should submit such recommendation in writing to the Chair, nominating and corporate governance committee, c/o Corporate Secretary, Jonathan Gelfand, The Beachbody Company, Inc., 400 Continental Blvd., Suite 400, El Segundo, California 90245, by the deadline for stockholder proposals set in accordance with the Company’s amended and restated bylaws and set forth in Item 5.08 of the Company’s Current Report on Form 8-K filed with the SEC on February 13, 2024, specifying the information required by the nominating and corporate governance committee charter. All such recommendations will be brought to the attention of the nominating and corporate governance committee, and the nominating and corporate governance committee shall evaluate such director nominees in accordance with the same criteria applicable to the evaluation of all director nominees.

General Nomination Right of All Stockholders. Any stockholder may nominate one or more persons for election as a director at an annual meeting of stockholders if the stockholder complies with the notice, information and consent provisions contained in our Amended and Restated Bylaws (our “Bylaws”). In order for a stockholder’s director nomination to be timely, the stockholder must deliver written notice to our secretary not later than the close of business on the ninetieth (90^th) day, nor earlier than the one hundred-twentieth (120^th) day, prior to the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for on a date that is not more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder must be so received not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the date on which public announcement of the date of such meeting is first made. Such notification must contain the written consent of each proposed nominee to serve as a director if so elected and all other information required in Section 2.5 of our Bylaws.

Director Compensation

The information contained in “2023 Director Compensation” is incorporated herein by reference.

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Stockholder Engagement

Management and directors engage with our stockholders throughout the year in a variety of forums. Our interactions cover a broad range of governance and business topics, including proxy access, board elections, compensation practices, peer group composition and business strategy. Our engagement activities and meaningful exchanges to which we have been exposed provide us with a valuable understanding of our stockholders’ perspectives and an opportunity to share views with them. We look forward to maintaining an open line of dialogue with our stockholders.

We encourage you to visit the Governance area of the “Investors” section of our website (https://investors.thebeachbodycompany.com/governance/governance-documents) where you will find detailed information about our corporate governance practices and policies, including our nominating and corporate governance committee charter.

Communications with Directors

Interested parties, including stockholders who would like to send communications to our Board of Directors, any board committee or to any individual director may do so by submitting such communications to Corporate Secretary, Jonathan Gelfand, The Beachbody Company, Inc., 400 Continental Blvd., Suite 400, El Segundo, California 90245. We suggest, but do not require, that such submissions include the name and contact information of the interested party making the submission and a description of the matter that is the subject of the communication. Mr. Gelfand will then distribute such information to our Board of Directors for review. Communications received by the Company may be reviewed by Mr. Gelfand to ensure appropriate and careful review of the matter.

Code of Ethics and Conduct

We have adopted a code of ethics and business conduct that applies to all employees, including employees of our subsidiaries, as well as each member of our Board of Directors. The code of ethics and business conduct is available at our website at https://investors.thebeachbodycompany.com/governance/governance-documents.

We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this code of ethics by posting such information on our website, at the address specified above.

Corporate Governance Guidelines

We have adopted a set of corporate governance guidelines to assist the Board in the exercise of its responsibilities and to serve the interests of the Company and its stockholders. The corporate governance guidelines is available at our website at https://investors.thebeachbodycompany.com/governance/governance-documents.

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PRE-APPROVAL OF SERVICES BY INDEPENDENT REGISTERED ACCOUNTING FIRM

The audit committee pre-approves all audit, audit-related, tax, and other services performed by our independent auditors. The audit committee pre-approves specific categories of services up to pre-established fee thresholds. Unless the type of service had previously been pre-approved, the audit committee must approve that specific service before the independent auditors may perform it. In addition, separate approval is required if the amount of fees for any pre-approved category of service exceeds the fee thresholds established by the audit committee. The audit committee has delegated to the chair of the committee pre-approval authority with respect to permitted services, provided that the chair must report any pre-approval decisions to the committee at its next scheduled meeting. All fees described below were pre-approved by the audit committee.

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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee is directly responsible for the appointment, compensation, retention and oversight of the independent external audit firm retained to audit the Company’s financial statements. As a matter of good corporate governance, we are asking the stockholders to ratify the selection of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the year ending December 31, 2024.

Stockholders are not required to ratify the appointment of Deloitte as our independent registered public accounting firm. If stockholders fail to ratify the appointment, the audit committee will consider whether or not to retain Deloitte. Even if the appointment is ratified, the audit committee may direct the appointment of 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 our stockholders.

Representatives of Deloitte will be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.

Change in Independent Registered Public Accounting Firm

As disclosed in our Current Report on Form 8-K filed with the SEC on April 14, 2023, in connection with a competitive process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, on April 11, 2023, the audit committee dismissed Ernst & Young LLP (“EY”) as our independent registered public accounting firm effective as of that date and approved the engagement of Deloitte & Deloitte as our independent registered public accounting firm for the fiscal year-ended December 31, 2023. On April 11, 2023, the audit committee approved the engagement of Deloitte as our independent registered public accounting firm, replacing EY, our prior independent registered public accounting firm.

Other than the material weaknesses described below, the audit reports of EY on the Company’s consolidated financial statements for each of the two years ended December 31, 2022, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2022 and 2021 and in the subsequent interim period through April 11, 2023, there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of EY, would have caused EY to make reference to the subject matter of the disagreement in connection with EY’s report.

During the fiscal years ended December 31, 2022 and 2021 and in the subsequent interim period through April 11, 2023, there were no “reportable events” (as defined under Item 304(a)(1)(v) of Regulation S-K), except that, as previously reported in Part II, Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, the Company identified material weaknesses in internal control over financial reporting that existed as of December 31, 2022. For the Company’s information technology general controls (“ITGCs”) over information systems and applications that are relevant to the preparation of the consolidated financial statements, the Company did not maintain (i) sufficient user access controls to ensure appropriate segregation of duties and to restrict access to financial applications, programs and data to only authorized users, and (ii) program change management controls to ensure that information technology program and data changes affecting financial information technology applications and underlying accounting records are appropriately

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authorized and implemented. Business process controls that are dependent on the ITGCs, or that rely on data produced from systems impacted by the ineffective ITGCs, were also deemed ineffective. The Company also did not maintain effective controls over its impairment analyses for goodwill and long-lived assets as sufficient contemporaneous documentation was retained to demonstrate the operation of review controls over the forecasts used in developing estimates of fair value. The material weaknesses as previously reported in Part II, Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, in connection with our assessment of the effectiveness of internal control over financial reporting as of December 31, 2022, have been remediated.

We provided EY with a copy of the disclosure we made in our Current Report on Form 8-K and requested that EY furnish us with a copy of their letter addressed to the SEC stating whether EY agrees with the statements made therein. A copy of EY’s letter, dated April 14, 2023, was filed as Exhibit 16.1 to our Current Report on Form 8-K filed with the SEC on April 14, 2023.

Principal Accountant Fees and Services

The following table presents the fees for professional audit services rendered by Deloitte and fees billed for other services rendered by Deloitte for the year ended December 31, 2023. There were no fees for professional audit services rendered or fees billed for other services rendered by Deloitte for the year ended December 31, 2022.

Required Vote

Adoption of this proposal requires the affirmative vote of the majority of the votes cast (meaning the number of shares voted “for” a proposal must exceed the number of shares voted “against” such proposal). Abstentions and broker non-votes are not considered votes cast for the foregoing purpose, and will have no effect on the vote for this proposal.

Recommendation of the Board of Directors

Our Board of Directors unanimously recommends that the stockholders vote FOR the ratification of Deloitte as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

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AUDIT COMMITTEE REPORT

Our audit committee currently consists of three directors. Mmes. Conlin and Lundy, and Mr. Mayer are each, in the judgment of the Board of Directors, an independent director. The audit committee acts pursuant to a written charter that has been adopted by the Board of Directors. A copy of the charter is available on the investor relations section of the Company’s website.

The audit committee oversees the Company’s financial reporting process on behalf of the Board of Directors. The audit committee is responsible for retaining the Company’s independent registered public accounting firm, evaluating its independence, qualifications and performance, and approving in advance the engagement of the independent registered public accounting firm for all audit and non-audit services. The audit committee’s specific responsibilities are set forth in its charter. The audit committee reviews its charter at least annually.

Management has the primary responsibility for the financial statements and the financial reporting process, including internal control systems, and procedures designed to ensure compliance with applicable laws and regulations. Deloitte & Touche LLP, the Company’s independent registered public accounting firm during the year ended December 31, 2023, was responsible for expressing an opinion as to the conformity of the Company’s audited financial statements with generally accepted accounting principles.

The audit committee has reviewed and discussed with management the Company’s audited financial statements. The audit committee has also discussed with Deloitte & Touche LLP, the Company’s independent registered public accounting firm during the year ended December 31, 2023, all matters that it was required to communicate and discuss with the audit committee, including the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC. In addition, the audit committee has met with Deloitte & Touche LLP, with and without management present, to discuss the overall scope of its audit, the results of its audit, discuss internal control matters and to review critical accounting policies and estimates.

The audit committee has received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the PCAOB regarding its communications with the audit committee concerning independence and has discussed with Deloitte & Touche LLP its independence.

Based on the review and discussions referred to above, the audit committee recommended to the Board of Directors that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

The audit committee and the Board of Directors have recommended the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024

AUDIT COMMITTEE

Ann Lundy (Chair)

Mary Conlin

Kevin Mayer

Members of the Audit Committee

This report of the audit committee does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference into any other filing under the Securities Act of 1933 or Securities Exchange Act of 1934, unless specifically provided otherwise in such filing.

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EXECUTIVE OFFICERS

Below is biographical information for each of our current executive officers as of April 24, 2024, other than Carl Daikeler and Mark Goldston (whose biographical information is shown under “Proposal 1: Election of Nine Directors” on page 6. Each executive officer serves at the discretion of the Board of Directors and the Chief Executive Officer.

Michael Neimand has served as President, Beachbody since 2016 and is responsible for our direct selling division, and the direct selling division’s international expansion efforts. Mr. Neimand joined Beachbody in 2006 and has held various positions including Executive Vice-President. Prior to Beachbody, he served as Vice President of Sales and Initiatives at Herbalife and was at the company from 1995 through 2006 and also worked at BAE Systems, a global defense, security and aerospace company. Mr. Neimand obtained a B.A. from the University of California, Los Angeles.

Marc Suidan has served as our Chief Financial Officer since May 2022. Prior to Beachbody, Mr. Suidan served as a Partner at PricewaterhouseCoopers since 2011 and served as its Global Tech, Media and Telecom M&A Leader. Prior to PricewaterhouseCoopers, he served as Co-Founder and chief financial officer of several startups. Mr. Suidan obtained a Bachelor of Management from McGill University, an MBA from the Kellogg School of Management at Northwestern University and is an active chartered professional accountant in Canada.

Kathy Vrabeck has served as our Chief Operating Officer since April 2022 after serving as our Chief Strategy Officer from April 2021 to April 2022. Prior to BODi, from October 2015 to April 2021 Ms. Vrabeck served as a Senior Client Partner at Korn Ferry, a global talent and organizational advisory firm, where she led Korn Ferry’s Consumer Digital sector. Prior to joining Korn Ferry in October 2015, she was a Partner at Heidrick & Struggles International, Inc., an executive search firm, where she served as both Global Sector Leader of their Media, Entertainment and Digital practice and partner-in-charge of the Los Angeles office. Prior to Heidrick & Struggles, Ms. Vrabeck held a number of leadership positions in digital media companies, including President, Legendary Digital at Legendary Entertainment from March 2009 to March 2011 where she was responsible for the creation, management and delivery of digital entertainment, with a focus on video games. From May 2007 to November 2008, Ms. Vrabeck was with Electronic Arts, Inc., a developer, marketer, publisher and distributor of video games, where she served as President, EA Casual Entertainment. Prior to that, Ms. Vrabeck held executive roles at Activision, Inc. from August 1999 to April 2006, including President, Activision Publishing, as well as a decade in CPG brand management and general management roles. Ms. Vrabeck serves as Chair of the board of directors of MediaAlpha, Inc., a public company specializing in end customer acquisition for insurance carriers, and as a member of the board of directors of Schwazze. Ms. Vrabeck received a B.A. in French and economics from DePauw University and an M.B.A. from Indiana University.

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COMPENSATION DISCUSSION AND ANALYSIS

General

In this Compensation Discussion and Analysis, we provide an overview and analysis of the compensation awarded to or earned by our named executive officers identified in the Summary Compensation Table below (each, an “NEO”) during fiscal 2023, including the elements of our compensation program for NEOs, material compensation decisions made under that program for fiscal 2023 and the material factors considered in making those decisions. Our NEOs for the year ended December 31, 2023 were:

Carl Daikeler, Co-Founder and Chief Executive Officer;

Mark Goldston, Executive Chairman;

Marc Suidan, Chief Financial Officer;

Michael Neimand, President, Beachbody; and

Kathy Vrabeck, Chief Operating Officer.

Effective June 15, 2023, Mr. Goldston was appointed as our Executive Chairman and commenced employment with our Company.

Executive Summary

2023 Highlights

Following are some of our key 2023 operational and financial highlights of our performance:

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The chart below summarizes the various elements of our executive compensation program and their purpose. Further detail on each of these compensation elements is provided in the sections that follow.

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Compensation Governance and Best Practices.

We are committed to having strong governance standards with respect to our compensation programs, procedures and practices. Our key compensation practices include the following:

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Stockholder Advisory Vote on Executive Compensation

At our 2023 Annual Meeting of stockholders, our stockholders voted in a non-binding, advisory vote to approve the compensation of our NEOs (“Say-on-Pay Vote”), with 99% of the shares cast voting for approval. Our Compensation Committee reviewed the result of this Say-on-Pay Vote, and, in light of the approval by a substantial majority of our stockholders of the compensation programs described in our 2023 proxy statement, did not implement any significant changes to our executive compensation program as a result of the vote. At our 2023 Annual Meeting of stockholders, our stockholders voted in a non-binding advisory vote in favor of having a Say-On-Pay Vote once every year. Consistent with the stated preference of a majority of our stockholders, our next advisory vote on our NEOs’ compensation (after the Say-On-Pay Vote held at this Annual Meeting) will be held at our 2025 Annual Meeting of stockholders.

Executive Compensation Objectives and Philosophy

The key objective of our executive compensation program is to motivate and reward our executives to drive the Company’s short- and long-term financial and strategic business performance in order to maximize long-term stockholder value. Specifically, our executive compensation philosophy is to have a compensation program that:

Our compensation philosophy is supported by the pay strategy, which is based on two primary guiding principles: (1) provide a mix of fixed and at-risk compensation to attract and retain key talent who thrive in a results-driven environment, and (2) set competitive pay levels to effectively attract and retain key talent. While external market data will be used as a reference point in setting pay levels, executives are not targeted to a certain market percentile positioning; instead, executives may be compensated above or below the market median based on several internal and external factors including their respective role and responsibilities, contribution to the organization, individual performance and potential, experience in the role, internal equity, Company performance and external market data, as described further below under “—Determination of Executive Compensation”.

Determination of Executive Compensation

Role of Compensation Committee and Executive Officers

The Compensation Committee is responsible for establishing and overseeing our executive compensation programs and we expect that the Compensation Committee will annually review and determine the compensation to be provided to our NEOs, including with respect to our Chief Executive Officer.

Consistent with our compensation philosophy, in setting executive compensation, the Compensation Committee will consider a number of factors, including the recommendations of our Chief Executive Officer and Executive Chairman (other than with respect to the Chief Executive Officer’s and Executive Chairman’s own compensation) and our People team, current and past total compensation, competitive market data and analysis provided by the Compensation Committee’s independent compensation consultant, Company performance and each executive’s impact on performance, each executive’s relative scope of responsibility and potential, each executive’s individual performance and demonstrated leadership, and internal equity pay considerations.

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Role of Compensation Consultant

In order to design a competitive, public company executive compensation program that will continue to attract top executive talent and reflect our compensation philosophy, our Compensation Committee retained ClearBridge Compensation Group, LLC as an independent compensation consultant (the “Compensation Consultant”). The Compensation Consultant provides executive compensation advisory services, helps evaluate our compensation philosophy and objectives and provides guidance in administering our executive compensation program.

In 2022, we developed a peer group with our Compensation Consultant in structuring our executive compensation program for fiscal year 2023. We have selected the peer group companies based on a combination of relevant factors, including company size (as measured by revenue), market capitalization, and industry, with a focus on fitness/lifestyle companies, health and wellness companies, and other related technology-focused and/or media and entertainment companies. At the time the peer group was set, BODi’s annual revenue approximated the 50th percentile of the peer group revenue. This peer group was used for our 2023 compensation program decisions, and the Compensation Committee expects to review the relevance of the peer group on an annual basis and determine if any future modifications are necessary at that time. The following peer group was used to inform 2023 compensation decisions:

As mentioned above, the Compensation Committee does not benchmark any compensation element to a specific percentile, and instead uses the full market range of the peer group benchmarked data as a reference point in setting pay levels.

Elements of Compensation

Base Salary

The base salaries of our NEOs are an important part of their total compensation package, and are intended to reflect their respective positions, duties and responsibilities. Base salaries provide our NEOs with a reasonable degree of financial certainty and stability. Our Compensation Committee annually reviews and determines the base salaries of our executives and evaluates the base salaries of newly hired executives at the time of hire.

At Mr. Daikeler’s request, Mr. Daikeler’s annual base salary was decreased in November 2021 from $850,000 to $1.00 per year. Due to the substantial achievement of cost savings for the Company during calendar year 2022 and unwavering focus on return to profitability, on December 28, 2022, the Compensation Committee determined to restore Mr. Daikeler’s annual base salary to $850,000, effective as of January 1, 2023.

The base salaries for our other NEOs in 2023 were not changed from fiscal year 2022. Mr. Goldston does not receive any cash compensation for his service as Executive Chairman. Our NEOs’ annual base salaries as of December 31, 2023 are as follows:

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The actual 2023 base salaries paid to our NEOs are set forth in the column entitled “Salary” in the “Summary Compensation Table” below.

Cash Incentive Compensation

Annual Bonus Program

We consider annual incentive bonuses to be an important component of our total compensation program by providing incentives necessary to motivate our executive officers to achieve our key short-term business objectives. The Company currently maintains an annual bonus program in which certain eligible employees, including certain of our NEOs, participate. Under the program, each participating NEO is eligible to receive an annual performance-based bonus based on a specified target annual bonus award amount, expressed as a percentage of the NEO’s base salary.

The target bonus opportunities were determined by our Compensation Committee by considering each NEO’s role and responsibilities at our Company, and were not changed from fiscal year 2022. The NEOs’ target bonus opportunities under our 2023 annual bonus program were as follows. Mr. Goldston does not receive any cash compensation for his service as Executive Chairman and, therefore, was not eligible to participate in our 2023 bonus program.

Under the 2023 bonus program, the incentive bonuses were to be earned based upon the achievement of pre-determined Pre-Bonus EBITDA and Revenue (each, as defined below) goals. In the Compensation Committee’s discretion, bonuses under the 2023 program could be paid in cash, fully vested RSUs or options, or a combination thereof. Any bonus payouts were also subject to satisfying lender covenant requirements, such as minimum cash requirements, at the time of payout.

Under the 2023 bonus program, participants were eligible to receive a percentage of the participant’s target bonus opportunity, ranging from 0% to 150%, based on the level at which the performance goal was achieved, as set forth in the following table:

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In 2023, our actual Pre-Bonus EBITDA achieved was ($8.7) million and our actual Revenue achieved was $527.1 million, which were below the “threshold” performance levels. Therefore, our Compensation Committee determined that the performance goals were not attained and no bonuses were awarded to the NEOs for 2023.

Other Cash Compensation

All of our full-time employees, including certain of the NEOs, are eligible to receive annual service-based anniversary bonuses, based on length of service with the Company in an amount equal to $100 for each year of service. The actual anniversary bonuses awarded to our NEOs in 2023 are set forth below in the Summary Compensation Table in the column entitled “Bonuses.”

Equity-Based Long-Term Incentive Awards

We view equity-based compensation as a critical component of our balanced total compensation program. Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns the interests of executives with those of our stockholders.

Our Compensation Committee believes it is essential to provide equity-based compensation to our executive officers in order to link the interests and risks of our executive officers with those of our stockholders, reinforcing our commitment to ensuring a strong linkage between company/stock price performance and pay, and to promote retention.

In 2023, as part of our annual equity award program, we granted Messrs. Suidan and Neimand and Ms. Vrabeck an award of options and RSUs. In addition, in connection with his hiring, Mr. Goldston was granted an award of stock options (as discussed below). Mr. Daikeler elected not to receive equity compensation given his existing ownership. The number of shares of our Common Stock subject to each award was determined based on an assessment of individual and Company performance, share usage and resulting shareholder dilution, desire to retain and motivate the executive officers, as well as the results of the peer analysis.

On November 21, 2023, we effected a 1-for-50 reverse stock split of our issued and outstanding Common Stock. The reverse stock split did not change the authorized number of shares or the par value of our Common Stock or preferred stock, but did effect a proportional adjustment to the number of common stock outstanding, the per share exercise price and the number of shares of Common Stock issuable upon the exercise of outstanding stock options, the number of shares of common stock issuable upon the vesting of RSUs and the number of shares of Common Stock available for issuance under the Employee Stock Purchase Plan (the “ESPP”), 2021 Incentive Award Plan (the “2021 Plan”) and our Employment Inducement Incentive Award Plan (the “Inducement Plan”). All equity awards granted prior to November 21, 2023 that are disclosed below have been adjusted to reflect the 1-for-50 reverse stock split.

Annual Equity Awards

The total number of shares subject to the awards granted in 2023 as part of our annual equity award program are set forth in the table below.

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The awards granted to Messrs. Suidan and Neimand and Ms. Vrabeck vest and (as applicable) become exercisable with respect to 25% of the shares underlying the award on each of the first four anniversaries of the applicable grant date, subject to continued employment through the applicable vesting date.

The Compensation Committee considered alternative vehicles/approaches for the 2023 annual equity award program (including performance-vesting awards), and ultimately decided to award 50% stock options and 50% RSUs for the annual equity grants given the stock price volatility and difficulty in setting long-term performance goals. In deciding to grant stock options, the Compensation Committee also recognized that stock options directly incentivize shareholder value creation going forward. Introducing RSUs to the equity mix for the NEOs also ensures a portion of the grant retains value in all stock price scenarios, enhancing the retentive value of the 2023 annual equity award program, while recognizing the value of the RSUs directly tracks with stock price performance. The Compensation Committee will continue to evaluate the program design and vehicles on an annual basis.

Goldston Sign-On Option

On June 15, 2023, in connection with entering into his employment offer letter, Mr. Goldston was granted a stock option under the Inducement Plan, covering an aggregate of 477,661 shares of the Company’s Class A Common Stock (the “Goldston Option”). Of this amount, 159,221 shares subject to the Goldston Option will vest and become exercisable based on continued service (the “Time-Vesting Shares”) and 318,440 shares will vest and become exercisable based on the attainment of applicable performance goals and continued service (the “Performance-Vesting Shares”).

The Time-Vesting Shares will vest and become exercisable with respect to 25% of the Time-Vesting Shares subject to the Goldston Option on each of the first four anniversaries of June 15, 2023, subject to Mr. Goldston’s continued service through the applicable vesting date.

As mentioned above, the Performance-Vesting Shares will vest and become exercisable based on both (1) the achievement of pre-determined price per share goals and (2) Mr. Goldston’s service through the applicable vesting date. A number of the Performance-Vesting Shares will become “earned” based on the achievement of applicable price per share goals (the “Price Per Share Goals”) set forth in the following table. Any earned Performance-Vesting Shares will vest and become exercisable as of the later of (1) June 15, 2024, and (2) the date on which the applicable Price Per Share Goal is achieved, subject to Mr. Goldston’s continued service through such date.

The share price is measured by averaging the fair market value (as defined in the Inducement Plan) per share over any 30 consecutive trading-day period; however, upon a “change in control” (as defined in the Inducement Plan), the share price generally will be determined based on the price per share paid by an acquiror (or, as applicable, the implied value per share) in the transaction (the “CIC Price”).

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The Goldston Option is intended to reflect Mr. Goldston’s total compensation opportunity for his service as Executive Chairman. As noted above, Mr. Goldston did not receive any cash compensation in 2023 and is not expected to receive any cash compensation and/or any additional grants of equity compensation for his service as Executive Chairman.

The Compensation Committee’s rationale for offering Mr. Goldston the Goldston Option is to provide Mr. Goldston with significant incentive to execute on the Company’s business strategy and achieve the above stock price performance hurdles. In addition, the grant is heavily performance-based, with 2/3 of the shares subject to the Goldston Option (318,440 shares) tied to achieving specific stock price goals, aligning Mr. Goldston’s interests with those of our shareholders, and ensuring his compensation package directly incentivizes Mr. Goldston to enhance shareholder value creation. While the remaining 1/3 of the shares subject to the Goldston Option (159,221 shares) are time-vesting only, these shares will also have no value for Mr. Goldston if the Company’s stock price is below the exercise price ($22.02/share).

The Goldston Option also is subject to accelerated vesting provisions and other terms and conditions in connection with a change in control and qualifying terminations of employment, as described below in the section titled, “Potential Payments Upon Termination or Change in Control.”

In connection with the grant of the Goldston Option, Mr. Daikeler recommended and agreed to forfeit 63,999 shares of Class A Common Stock and 96,001 shares of Class X Common Stock that Mr. Daikeler beneficially owned to help offset the potential dilutive impact of the grant to Mr. Goldston.

As of April 5, 2024, none of the share price performance goals have been achieved.

Repricing of Stock Options

In 2023, the Company determined that a significant portion of its outstanding stock options had an exercise price per share that was significantly higher than the current fair market value of the Company’s common stock (the “Underwater Options”). In order to help retain and motivate holders of Underwater Options, and align their interests with those of our stockholders, on September 14, 2023, the Compensation Committee resolved that it was in the best interests of the Company and its stockholders to implement an option repricing program to reduce the exercise prices of certain of the Underwater Options held by our employees and consultants (including certain of our NEOs).

The Underwater Options that were impacted by the option repricing program were either (1) not maturing in fiscal 2023 or (2) had an exercise price of equal to or greater than $50 per share (on a post-split basis) in the prior twelve months, to reduce the exercise price of each Amended Underwater Option to the closing per share price of the Company’s common stock on September 14, 2023 (the “Repricing”), which was $17.35 per share (on a post-split basis).

Excluded from the Repricing were, among others, Underwater Options held by members of the Board, the Company’s CEO and Executive Chairman; any Underwater Options with an exercise price less than $50.00; and options granted to consultants who are no longer providing services to the Company.

The number of shares, the vesting schedules, and the expiration dates of the original Underwater Options remain unchanged.

As described above, given that a significant portion of outstanding equity to employees (including our NEOs), and therefore a significant portion of intended target compensation, was tied to the Underwater Options, repricing these options was deemed crucial by the Compensation Committee to retain the necessary talent to execute on the Company’s long-term business strategy. The primary aim of the option repricing program was to enhance the retentive value of the outstanding stock options and their alignment with the then-current stock price at the time of the repricing. In addition, this approach helped retain employees (including certain of our NEOs) while avoiding the need for any new additional compensation actions to achieve the desired retention and motivation objectives.

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Employee Benefits and Perquisites

Retirement Savings, Health and Welfare Benefits

We maintain a 401(k) retirement savings plan for our employees, including our NEOs, who satisfy certain eligibility requirements; in 2023, our NEOs participated in the 401(k) plan on the same terms as other full-time employees. The Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. In 2023, contributions made by participants in the 401(k) plan were matched up to a specified percentage of the employee contributions, and these matching contributions vest based on years of service. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our NEOs, in accordance with our compensation policies.

Health and Welfare Plans

All of our full-time employees, including our NEOs, are eligible to participate in our health and welfare plans, including medical, dental and vision benefits, medical and dependent care flexible spending accounts, short-term and long-term disability insurance, and life insurance.

Other Perquisites

We also provide certain other perquisites to our NEOs, including a car allowance, a work-from-home allowance and reimbursement for mobile phone expenses. We may also make tax gross-up payments to cover the personal income taxes that may be imposed on Ms. Vrabeck in connection with the severance payments for continued healthcare coverage payable to Ms. Vrabeck upon certain qualifying terminations of her employment, as summarized below under the section entitled, “—Potential Payments Upon Termination or Change in Control”.

In the future, we may provide other or additional perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual executive officer in the performance of the executive’s duties, to make our executive officers more efficient and effective, and for recruitment, motivation, or retention purposes. All future practices with respect to perquisites or other personal benefits will be approved by the Board or Compensation Committee.

We believe the benefits and perquisites described above are necessary and appropriate to provide a competitive compensation package to our NEOs.

Severance and Change in Control Arrangements

We have entered into offer letters or employment agreements with certain of our NEOs, which provide for (among other things) severance benefits and payments to be paid upon certain qualifying terminations of employment, including in connection with a “change in control” of the Company, as summarized below. We believe that these types of arrangements are necessary to attract and retain executive talent and are a customary component of executive compensation. In particular, such arrangements can mitigate a potential disincentive for our NEOs when they are evaluating a potential acquisition of the Company and can encourage retention through the conclusion of the transaction. The payments and benefits under such arrangements are designed to be competitive with market practices.

A description of these arrangements, as well as information on the estimated payments and benefits that our NEOs would have been eligible to receive as of December 31, 2023, are set forth in the section titled, “—Potential Payments Upon Termination or Change in Control”.

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Other Policies and Considerations

Insider Trading Compliance Policy. We have adopted our Insider Trading Compliance Policy which is designed to promote compliance with insider trading laws, rules and regulations, as well as NYSE listing standards. Our Insider Trading Compliance Policy prohibits the trading of our securities on the basis of material, non-public information and establishes regular blackout periods wherein certain designated employees are prohibited from trading in our securities. Under our Insider Trading Compliance Policy, we prohibit our employees, including our executive officers and Board members, from hedging the risk associated with ownership of shares of our Common Stock and other securities, as well as from pledging any of our securities as collateral for a loan.

Section 409A of the Code. The Compensation Committee takes into account whether components of the compensation for our executive officers will be adversely impacted by the penalty tax imposed by Section 409A of the Code and aims to structure these components to be compliant with or exempt from Section 409A to avoid such potential adverse tax consequences.

“Golden Parachute” Payments. Sections 280G and 4999 of the Code provide that certain executive officers and other service providers who are highly compensated or hold significant equity interests may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that we, or a successor, may forfeit a tax deduction on the amounts subject to this additional tax. While the Compensation Committee may take the potential forfeiture of such tax deduction into account when making compensation decisions, it will award compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not deductible by us. We currently do not provide any tax gross-ups to cover excise taxes under Section 4999 in connection with a change in control.

Accounting for Share-Based Compensation. We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718, (“ASC Topic 718”), for our share-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options and RSUs, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our NEOs may never realize any value from their awards.

Clawback Policy

We have adopted a compensation recovery policy that requires the recovery of certain erroneously paid incentive compensation received by our Section 16 officers on or after October 2, 2023, as required by new SEC rules and NYSE Listing Standards implemented pursuant to the Dodd-Frank Act, and which can be recovered from time-vesting or performance-vesting equity compensation (in addition to other forms of compensation).

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COMPENSATION COMMITTEE REPORT

The compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on its review and discussion, the compensation committee recommended that the Board include the Compensation Discussion and Analysis in this Proxy Statement.

Respectfully submitted by THE COMPENSATION COMMITTEE,

Ben Van de Bunt (Chair)

Mary Conlin

Kristin Frank

This report of the compensation committee does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference into any other filing under the Securities Act of 1933 or Securities Exchange Act of 1934, unless specifically provided otherwise in such filing.

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EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The following table contains information about the compensation earned by our NEOs during the fiscal years ended December 31, 2021, 2022 and 2023.

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Grants of Plan-Based Awards in Fiscal 2023

The following table provides supplemental information relating to grants of plan-based awards made during fiscal 2023 to help explain information provided above in our Summary Compensation Table. This table presents information regarding all grants of plan-based awards made during fiscal 2023.

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Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

Named Executive Officer Agreements

We have entered into offers of employment letters or employment agreements with certain of our NEOs, the material terms of which are described below. The Company has not entered into a written offer of employment letter or employment agreement with Mr. Daikeler.

Mark Goldston

On June 15, 2023, we entered into an employment offer letter with Mr. Goldston, pursuant to which Mr. Goldston serves as the Executive Chairman of the Board. Mr. Goldston’s employment under the offer letter is “at-will”, and will continue until terminated in accordance with the offer letter.

In connection with entering into the offer letter, Mr. Goldston was granted a stock option under the Company’s Inducement Plan, covering an aggregate of 477,661 shares of the Company’s Class A Common Stock. Under the offer letter, Mr. Goldston will not be eligible to receive an annual base salary, annual target bonus opportunity or health and welfare benefits.

Marc Suidan

On April 15, 2022, we entered into an employment offer letter with Mr. Suidan. Pursuant to the offer letter, Mr. Suidan served in an advisory capacity from April 15, 2022 until May 10, 2022, at which time Mr. Suidan began serving as the Company’s Chief Financial Officer. Mr. Suidan’s employment under the offer letter is at-will and will continue until terminated at any time by any party in accordance with the terms of the offer letter. Under the offer letter, Mr. Suidan reports to the Company’s Chief Executive Officer.

The offer letter provides for: (i) an annual base salary of $525,000 per year; (ii) participation in the health, welfare and retirement benefit plans and programs maintained by the Company for the benefit of the Company’s similarly situated employees; (iii) a monthly phone allowance of $200 per month, pursuant to Company policy;

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and (iv) annual cash bonuses under the Company’s bonus program, with a target bonus opportunity equal to 75% of Mr. Suidan’s annual base salary. The payment of any annual bonus, to the extent any such bonus becomes payable, will be contingent upon Mr. Suidan’s continued employment through the applicable payment date, and will be pro-rated for any partial year of employment.

In connection with entering into the offer letter, Mr. Suidan was granted an option to purchase shares of our Class A Common Stock, as well as an award of RSUs, under the 2021 Plan. The awards each have an aggregate dollar-denominated grant-date value equal to approximately $1,000,000. Each award will vest and, as applicable, become exercisable, as to 25% of the shares underlying the award on each of the first four anniversaries of the grant date, subject to Mr. Suidan’s continued employment through the applicable vesting date.

The severance benefits and payments payable to Mr. Suidan upon certain qualifying terminations of his employment are summarized below under the section entitled, “—Potential Payments Upon Termination or Change in Control”.

As a condition to Mr. Suidan’s employment under the Offer Letter, Mr. Suidan also entered into the Company’s standard form of Confidentiality and Non-Solicitation Agreement and a Dispute Resolution Agreement.

Michael Neimand

On August 30, 2006, we entered into an offer letter with Michael Neimand. Mr. Neimand’s employment under the offer letter is at-will and will continue until terminated at any time by either party.

The severance benefits and payments payable to Mr. Neimand upon a qualifying termination of his employment are summarized below under the section entitled, “—Potential Payments Upon Termination or Change in Control”.

In connection with his offer letter, Mr. Neimand also entered into the Company’s standard form of confidentiality agreement.

Kathy Vrabeck

On March 27, 2021, we entered into an employment offer letter with Ms. Vrabeck to serve as our Chief Strategy Officer. Ms. Vrabeck’s employment under the offer letter, which began on April 26, 2021, is at-will and will continue until terminated at any time by either party. Pursuant to the offer letter, Ms. Vrabeck is entitled to receive an annual base salary of $525,000 per year. In addition, Ms. Vrabeck (and her beneficiaries) are eligible to participate in the health and welfare benefit plans and programs maintained by us for the benefit of our employees, the full cost of which is paid by the Company.

Under the offer letter, Ms. Vrabeck is also eligible to earn annual cash bonuses under our bonus program, with an annual target bonus opportunity equal to 67% of her base salary; Ms. Vrabeck’s 2023 target bonus opportunity was equal to 75% of her base salary. The payment of any annual bonus, to the extent any such bonus becomes payable, will be contingent upon Ms. Vrabeck’s continued employment through the applicable payment date.

In connection with entering into the offer letter, Ms. Vrabeck was awarded options and/or RSUs having an aggregate grant-date fair value of approximately $2,300,000. The awards will vest annually over four years, with respect to 25% of the shares underlying the award on each of the first four anniversaries of April 26, 2021, subject to continued employment. The severance benefits and payments payable to Ms. Vrabeck upon certain qualifying terminations of her employment are summarized below under the section entitled, “—Potential Payments Upon Termination or Change in Control”.

In connection with her offer letter, Ms. Vrabeck also entered into the Company’s standard form of confidentiality agreement and arbitration agreement.

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Outstanding Equity Awards at Fiscal Year-End Table

The following table summarizes the number of shares of Common Stock underlying outstanding equity incentive plan awards for our NEOs as of December 31, 2023.

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Option Exercises and Stock Vested in Fiscal 2023

The following table sets forth certain information concerning RSUs vested for our NEOs during the year ended December 31, 2023. None of our NEOs exercised any portion of their respective options during 2023.

Potential Payments Upon Termination or Change in Control

Executive Employment Agreements

The Company has entered into offer letters or employment agreements with certain of its NEOs, which provide for (among other things) severance benefits and payments to be paid upon certain qualifying terminations of employment, including in connection with a “change in control” of the Company, as summarized below.

Marc Suidan

Under the offer letter with Mr. Suidan, if the executive’s employment is terminated by the Company without “cause” or by the executive for “good reason” (each, as defined in the applicable offer letter), then the executive will be entitled to receive the following severance payments and benefits:

The severance payments and benefits described above are subject to the applicable executive’s timely execution and non-revocation of a general release of claims in favor of the Company.

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In addition to the severance payments and benefits described above, if the executive’s employment is terminated due to his death or disability, then the executive will be entitled to receive (A) the Pro-Rated Target Bonus and (B) an additional 12 months of vesting for each outstanding and unvested time-vesting Company equity award then-held by the executive.

Michael Neimand

Under Mr. Neimand’s offer letter, upon a termination of Mr. Neimand’s employment by the Company without cause, he is entitled to a cash severance payment equal to 90 days of his then-current base salary, paid in accordance with the Company’s regular payroll practices.

On April 10, 2024, we entered into a new severance agreement with Mr. Neimand, which supersedes the severance payments and benefits provided under his offer letter, as described above.

Under the severance agreement, if Mr. Neimand’s employment is terminated by the Company without “cause” or by the executive for “good reason” (each, as defined in the severance agreement), then the executive will be entitled to receive the following severance payments and benefits:

The severance payments and benefits described above are subject to Mr. Neimand’s timely execution and non-revocation of a general release of claims in favor of the Company.

Kathy Vrabeck

Under Ms. Vrabeck’s offer letter, if Ms. Vrabeck’s employment is terminated by the Company without “cause” or by Ms. Vrabeck for “good reason” (each, as defined in the offer letter), then she will be entitled to receive the following severance payments and benefits:

The severance payments and benefits described above are subject to Ms. Vrabeck’s timely execution and non-revocation of a general release of claims in favor of the Company.

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Mark Goldston Option Award

Under the Goldston Option agreement, upon a “change in control” (as defined in the Inducement Plan), a number of Performance-Vesting Shares will become earned based on the CIC Price (and using straight-line interpolation for a CIC Price between two Price Per Share Goals), and will vest and become exercisable in full as of immediately prior to the change in control. Any Performance-Vesting Shares that have not become earned as of the change in control will convert into Time-Vesting Shares, and to the extent the Goldston Option is assumed by the acquiror in connection with the change in control, such Time-Vesting Shares will remain outstanding and eligible to vest and become exercisable on the later of (i) the first anniversary of the applicable grant date and (ii) immediately prior to the change in control, subject to continued service. To the extent the Goldston Option is not assumed by the acquiror in connection with the change in control, the Time-Vesting Shares will vest and become exercisable in full as of immediately prior to the change in control.

On a termination of Mr. Goldston’s service by the Company without “cause” or by Mr. Goldston for “good reason” (each, as defined in the award agreement), the Goldston Option will vest and become exercisable in full, subject to Mr. Goldston’s execution and non-revocation of a general release of claims in favor of the Company. If Mr. Goldston experiences a termination of service for any other reason, all shares subject to the Goldston Option that are not then-vested and exercisable in full (including any earned Performance-Vesting Shares) automatically will be forfeited and terminated as of the termination date without consideration.

Estimated Potential Payments

The following table summarizes the payments that would be made to our NEOs upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2023. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination or (ii) other benefits earned or accrued by our NEO during their employment that are available to all salaried employees.

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PAY VERSUS PERFORMANCE TABLE

Pay-versus-Performance Table

The following table provides information for the years 2023, 2022, and 2021 with respect to the compensation of our principal executive officer (“PEO”), which is our CEO, the average compensation of our other NEOs, and the performance measures set forth in the table.