Document

DEF 14A 1 a2022proxystatement.htm DEF 14A Document

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:




☐						Preliminary Proxy Statement

☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒						Definitive Proxy Statement

☐						Definitive Additional Materials

☐						Soliciting Material Pursuant to §240.14a-12

Planet Fitness, 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):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

PLANET FITNESS, INC.

4 Liberty Lane West

Hampton, NH 03842

Dear Stockholders:

You are cordially invited to attend the Planet Fitness, Inc. Annual Meeting of Shareholders (the “Annual Meeting”) on Monday, May 2, 2022 at 2:00 p.m. Eastern Time. Due to the ongoing COVID-19 pandemic, this year’s Annual Meeting will be held virtually to help ensure the health and safety of those participating. There will not be an in-person meeting. Shareholders will be able to attend and vote online (for those who intend to vote at the Annual Meeting) at www.virtualshareholdermeeting.com/PLNT2022 by entering the 16-digit control number provided on their proxy card. This website will contain instructions on how to participate in the Annual Meeting in advance of the meeting. The Company has designed the format of the Annual Meeting to ensure that shareholders are afforded the same rights and opportunities to participate as they would at an in-person meeting, using online tools to ensure shareholder access and participation.

The Notice of Internet Availability of Proxy Materials (the “Notice”) we have mailed to our shareholders contains instructions on how to access our proxy statement for the Annual Meeting and our 2021 Annual Report on Form 10-K. The Notice also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail. The matters to be acted upon at the meeting are described in the attached Notice of Annual Meeting and Proxy Statement, which were first sent or made available to shareholders on March 22, 2022.

The proxy statement accompanying this letter describes the business we will consider at the meeting. Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares promptly by mail, telephone or Internet as instructed on the enclosed proxy card or voting instruction card. Proxies forwarded by or for brokers or fiduciaries should be returned as requested by them.

We hope that you will be able to join us virtually on May 2nd.

Sincerely,



Stephen Spinelli, Jr.						Christopher Rondeau
Chairman of the Board						Chief Executive Officer

IF YOU PLAN TO ATTEND THE MEETING

The Notice includes your control number, which will serve as an admission ticket for one shareholder to attend the Annual Meeting. On March 22, 2022, we also first mailed this proxy statement and the enclosed proxy card to certain shareholders. If you received a paper copy of the proxy materials in the mail, the proxy card includes the control number for one shareholder to attend the Annual Meeting. Shareholders holding stock in brokerage accounts (“street name” holders) will need to obtain the control number reflecting their stock ownership as of the record date, March 7, 2022.

PLANET FITNESS, INC.

4 Liberty Lane West

Hampton, NH 03842

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Planet Fitness, Inc. (“the Company”) will be held on Monday, May 2, 2022. Due to the ongoing public health concerns resulting from the COVID-19 pandemic and to support the health and well-being of our shareholders, employees and the communities we serve, the Annual Meeting will be held in a virtual format only. The Annual Meeting may be accessed by entering the 16-digit control number provided on your proxy card at www.virtualshareholdermeeting.com/PLNT2022. Login will be available starting at 1:45 P.M. and the meeting will begin promptly at 2:00 p.m. Eastern Time, for the following purposes:


1.			Election of the three director nominees named in the Proxy Statement to serve until the 2025 annual meeting of stockholders;

2.			Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2022;

3.			Approval, on an advisory basis, of the compensation of the Company’s named executive officers; and

4.			Transacting such other business as may properly come before the meeting or any adjournment thereof.

These proposals are more fully described in the Proxy Statement accompanying this Notice.

March 7, 2022 has been fixed as the record date for the determination of the stockholders entitled to notice of and to vote at the Annual Meeting or any adjournments thereof. Only stockholders of record at the close of business as of the record date will be entitled to notice of, and to vote at, the Annual Meeting. If you would like an opportunity to view the stockholder list, it will be available 10 days in advance of the meeting. Please contact the Corporate Secretary to make accommodations to view the list. The list will also be available for inspection at the Annual Meeting. Your vote is important. Whether or not you expect to attend the Annual Meeting, we encourage you to vote by Internet, by telephone or by completing, signing and dating your printable proxy card and returning it as soon as possible. If you are voting by Internet or by telephone, please follow the instructions on your proxy card. If you attend the Annual Meeting and vote during the meeting, your proxy will not be used.

If you need assistance voting your shares, please call Investor Relations at (603) 750-4674 or send an e-mail to investor@planetfitness.com.

You may attend the Annual Meeting and vote your shares during the meeting, even if you previously voted by Internet, telephone or if you returned your proxy card. Your proxy (including a proxy granted by the Internet or by telephone) may be revoked by sending in another signed proxy card with a later date, sending a letter revoking your proxy to the Company’s Corporate Secretary in Hampton, New Hampshire, voting again by Internet or telephone, or attending the Annual Meeting and voting during the meeting. If you are a registered shareholder (meaning you hold your shares directly in your name), you must present a valid control number to attend the meeting. If you are a beneficial shareholder (meaning your shares are held in the name of a broker, bank or other holder of record), you will also need to present a control number showing proof of ownership to attend the meeting.

We look forward to seeing you. Thank you for your ongoing support of and interest in Planet Fitness, Inc.


			By Order of the Board of Directors,

			Justin Vartanian
			General Counsel and Corporate Secretary

March 21, 2022

Important notice regarding the Internet availability of proxy materials for the stockholders meeting to be held on May 2, 2022. Stockholders may access, view and download the 2022 Proxy Statement and the 2021 Annual Report at www.proxyvote.com/PLNT.

TABLE OF CONTENTS


Introduction			1
Information About the Annual Meeting and Voting			2
Proposal No. 1: Election of Directors			6
Board of Directors			7
Corporate Governance			10
Corporate Governance Highlights			10
Board Overview			10
Board Composition and Director Independence			11
Annual Board and Committee Performance Review			12
Board of Directors Leadership Structure			12
Board Meetings, Attendance and Committees			12
Board Oversight of Risk Management			14
Compensation Committee Interlocks and Insider Participation			14
Codes of Conduct			14
Corporate Governance Guidelines			14
Director Nomination Process			14
Board Membership Criteria			14
Shareholder Engagement			15
Environmental, Social and Corporate Governance			15
Communications with Directors			15
Proposal No. 2: Ratification of Independent Registered Public Accounting Firm			16
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			16
Principal Accountant Fees and Services			16
Executive Compensation			17
Compensation Discussion and Analysis			17
2021 Uncertainty and Accomplishments			17
Overview of our Executive Compensation Program			18
Process for Determining Executive Compensation			18
Components of our Executive Compensation Program			20
Other Compensation Related Matters			30
Compensation Committee Report			30
Summary Compensation Table			31
Grants of Plan-Based Awards Table			33
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table			34
Outstanding Equity Awards at 202 1 Year-End			34
Option Exercises and Stock Vested			36
Pension Benefits and Nonqualified Deferred Compensation			36
Potential Payments Upon Termination or Change in Control			36
Pay Ratio Disclosure Rule			39
Proposal No. 3: Advisory Vote on Named Executive Officer Compensation			41
Director Compensation			42
Non-Employee Director Compensation Program			42
Executive Officers			44
Security Ownership of Certain Beneficial Owners and Management and Related Party Stockholder Matters			46
Beneficial Ownership			46
Equity Compensation Plan Information			48
Delinquent Section 16(a) Reports			48


Certain Relationships and Related Transactions			49
Recapitalization Transactions in Connection with our IPO			49
Indemnification Agreements			53
Related Person Transactions Policy			53
Audit Committee Report			54
Additional Information			55
Requirements for Stockholder Proposals to be Considered for Inclusion in our Proxy Materials			55
Requirements for Stockholder Proposals to be Brought Before an Annual Meeting			55
Incorporation by Reference			55
Householding			55
Voting by Telephone or the Internet			55
Other Matters			56
Proxy Card			57

PLANET FITNESS, INC.

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

May 2, 2022

INTRODUCTION

This Proxy Statement provides information for stockholders of Planet Fitness, Inc. (“we,” “us,” “our,” “Planet Fitness” and the “Company”), as part of the solicitation of proxies by the Company and its board of directors (the “Board”) from holders of the outstanding shares of the Company’s common stock, par value $0.0001 per share, for use at the Company’s annual meeting of stockholders to be held in a virtual format at www.virtualshareholdermeeting.com/PLNT2022 at 2:00 p.m. Eastern Time on May 2, 2022, and at any adjournments or postponements thereof (the “Annual Meeting”).

At the Annual Meeting, stockholders will be asked to vote either directly or by proxy on the following matters discussed herein:


1.			Election of the three director nominees named in the Proxy Statement to serve until the 2025 annual meeting of stockholders;

2.			Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2022;

3.			Approval, on an advisory basis, of the compensation of the Company’s named executive officers; and

4.			Transacting such other business as may properly come before the meeting or any adjournment thereof.

A Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy materials, including this Proxy Statement and our 2021 Annual Report on Form 10-K, has been mailed to shareholders. The Notice also provides instructions on how to vote over the Internet, by phone or by mail. If you receive a Notice by mail, you will not receive printed and mailed proxy materials unless you specifically request them.

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

We include this Q&A section to provide some background information and brief answers to several questions you might have about the Annual Meeting. We encourage you to read the enclosed Proxy Statement in its entirety.

Why are we providing these materials?

Our Board is providing these materials to you in connection with our Annual Meeting, which will take place on May 2, 2022, and will be held in a virtual format at www.virtualshareholdermeeting.com/PLNT2022 beginning at 2:00 p.m. Eastern Time. Stockholders are invited to participate in the Annual Meeting and are requested to vote on the proposals described herein. Please be sure to retain the control number listed on your voting instruction card in order to attend our virtual shareholder meeting.

What information is contained in this Proxy Statement?

This Proxy Statement contains information relating to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of our directors and most highly paid officers, and other required information.

What proposals will be voted on at the Annual Meeting?

There are three proposals scheduled to be voted on at the Annual Meeting:

•Elect the three director nominees named in this Proxy Statement to serve until the 2025 annual meeting of stockholders;

•Ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2022; and

•Approve, on an advisory basis, the compensation of our named executive officers.

We will also consider other business that properly comes before the Annual Meeting.

What shares can I vote?

You may vote all shares of common stock that you owned as of the close of business on the record date, March 7, 2022. You may cast one vote per share, including shares (i) held directly in your name as the stockholder of record and (ii) held for you as the beneficial owner through a stockbroker, bank, or other nominee. The proxy card will indicate the number of shares.

As of March 7, 2022, there were 84,353,076 shares of Class A common stock outstanding and 6,679,820 shares of Class B common stock outstanding, all of which are entitled to be voted at the Annual Meeting.

A list of stockholders will be available at our headquarters at 4 Liberty Lane West, Hampton, New Hampshire 03842 for a period of at least ten days prior to the Annual Meeting and at the Annual Meeting itself for examination by any stockholder.

What are the voting rights of stockholders?

Each share of our common stock is entitled to one vote. There is no cumulative voting.

What is the difference between being a stockholder of record and a beneficial owner?

Many of our stockholders hold their shares through stockbrokers, banks, or other nominees, rather than directly in their own names. As summarized below, there are some differences between being a stockholder of record and a beneficial owner.

Stockholder of record: If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are the stockholder of record, and these proxy materials are being sent directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals named on the proxy card or to vote at the Annual Meeting.

Beneficial owner: If your shares are held in a stock brokerage account or by a bank or other nominee, you are the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker or other nominee, who is considered to be the stockholder of record. As the beneficial owner, you have the right to tell your nominee how to vote, and you are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you obtain a legal proxy from your nominee authorizing you to do so. Your nominee has sent you instructions on how to direct the nominee’s vote. You may vote by following those instructions and the instructions on the Notice.

How do stockholders vote?

If you are a stockholder of record, you may have your shares voted on matters presented at the Annual Meeting in any of the following ways:

•During the meeting—you may attend the Annual Meeting virtually and cast your vote then. If you have already voted online, by telephone or by mail, your vote at the Annual Meeting will supersede your prior vote.

•By proxy—stockholders of record have a choice of voting by proxy:

◦over the Internet at www.proxyvote.com/PLNT;

◦by using a toll-free telephone number noted on your proxy card; or

◦by executing and returning a proxy card and mailing it in the postage-paid envelope provided. Please allow sufficient time for delivery of your proxy card if you decide to vote by mail.

The Internet and telephone voting facilities for stockholders of record will close at 11:59 p.m., Eastern Time, on May 1, 2022.

If you properly cast your vote by either voting your proxy via Internet, telephone or by executing and returning the proxy card, and if your vote is not subsequently revoked by you, your vote will be voted in accordance with your instructions. If any other matter is presented, your proxy will vote in accordance with the proxy holders’ best judgment. At the time we mailed these proxy materials, we knew of no matters that needed to be acted on at the Annual Meeting other than those discussed in this Proxy Statement.

If you sign the proxy card but do not make specific choices, your proxy will vote your shares as recommended by the Board. If you are a street name holder and wish to vote at the meeting, you must first obtain a proxy from your bank, broker or other holder of record authorizing you to vote.

A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares, and to confirm that your voting instructions have been properly recorded when voting over the Internet or by telephone. Please be aware that if you vote by telephone or Internet, you may incur costs such as telephone and Internet access charges for which you will be responsible.

What is a proxy holder?

We are designating Thomas Fitzgerald, our Chief Financial Officer, and Justin Vartanian, our General Counsel and Corporate Secretary, to hold and vote all properly-tendered proxies (except votes “withheld”). If you have indicated a vote, they will vote accordingly. If you have left a vote blank, they will vote as the Board recommends. While we do not expect any other business to come up for a vote, if it does, they will vote in their discretion. If a director nominee is unwilling or unable to serve, the proxy holders will vote in their discretion for an alternative nominee.

How does the Board recommend that I vote?

The Board recommends that you vote your shares:

•“ FOR ” the election of the Board’s nominees;

•“ FOR ” the ratification of the appointment of KPMG LLP; and

•“ FOR ” the advisory approval of the compensation of our named executive officers.

May my broker vote for me?

If your broker holds your shares in street name, the broker may vote your shares on routine matters even if it does not receive instructions from you. At the Annual Meeting, your broker may, without instructions from you, vote on Proposal 2, but not on any of the other proposals.

What are abstentions and broker non-votes?

An abstention represents the action by a stockholder to refrain from voting “for” or “against” a proposal. “Broker non-votes” represent votes that could have been cast on a particular matter by a broker, as a stockholder of record, but that were not cast because the broker (i) lacked discretionary voting authority on the matter and did not receive voting instructions from the beneficial owner of the shares or (ii) had discretionary voting authority but nevertheless refrained from voting on the matter.

Can I change my vote or revoke my proxy?

Yes, you may change your vote after you send in your proxy card or vote your shares via the Internet or by telephone by following these procedures:

•Entering a new vote online;

•Entering a new vote by telephone;

•Signing and returning a new proxy card bearing a later date, which will automatically revoke your earlier proxy instructions; or

•Attending the Annual Meeting and voting during the meeting.

What constitutes a quorum for the Annual Meeting?

The presence at the meeting, in person or by proxy, of the holders of common stock representing a majority of the combined voting power of the outstanding shares of Class A and Class B common stock on the record date will constitute a quorum, permitting the meeting to conduct its business. As of the record date, there were 84,353,076 shares of Class A common stock outstanding and 6,679,820 shares of Class B common stock outstanding, all of which are entitled to be voted at the Annual Meeting. Both abstentions and “broker non-votes” (when a broker does not have authority to vote on the proposal in question) are counted as present for the purpose of determining the presence of a quorum.

What vote is required to approve the election of directors (Proposal 1)?

Director nominees are elected by plurality vote. Therefore, if you do not vote for a nominee, or you “withhold” authority to vote for a nominee, your vote will not count either “for” or “against” the nominee. Broker non-votes will have no effect on the outcome of Proposal 1.

What vote is required to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2022 (Proposal 2)?

Proposal 2 will be approved if a majority of the votes cast affirmatively or negatively on the matter is cast “for” the proposal. You may vote “for” or “against,” or abstain from voting on Proposal 2. Abstentions and broker non-votes will have no effect on the outcome of Proposal 2.

What vote is required for the advisory approval of the compensation of our named executive officers (Proposal 3)?

Proposal 3 will be approved if a majority of the votes cast affirmatively or negatively on the matter is cast “for” the proposal. You may vote “for” or “against,” or abstain from voting on Proposal 3. Because the proposal to approve the compensation paid to named executive officers for the fiscal year ended December 31, 2021 is advisory, it will not be binding on us or the Board. However, our compensation committee intends to take into account the outcome of the vote when considering future executive compensation arrangements. Abstentions and broker non-votes will have no effect on the outcome of Proposal 3.

What does it mean if I receive more than one Notice?

You may receive more than one Notice if, for example, you hold your shares in multiple brokerage accounts. You must vote based on the instructions in each Notice separately.

How are votes counted?

Broadridge Financial Solutions, Inc. has been appointed to be the inspector of elections and in this capacity will supervise the voting, decide the validity of proxies and certify the results. We will publish final vote counts within four business days after the Annual Meeting on a Current Report on Form 8-K.

Is my vote confidential?

Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed, either within the Company or to third parties, except as necessary (i) to meet applicable legal requirements, (ii) to allow for tabulation and certification of the vote, and (iii) to facilitate successful proxy solicitation by the Board.

Who pays for costs relating to the proxy materials and Annual Meeting?

The costs of preparing, assembling and mailing this Proxy Statement, the Notice of Annual Meeting of Stockholders and the enclosed Annual Report and proxy card, along with the cost of posting the proxy materials on a website, are borne by us. In addition to the use of mail, our directors, officers and employees may solicit proxies personally and by telephone and other

electronic means. They will receive no compensation in addition to their regular salaries. We may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of the proxy materials to their principals and to request authority for the execution of proxies. We may reimburse these persons for their expenses in doing so.

Who can attend the Annual Meeting?

Any Company stockholder as of the close of business on the record date may attend the meeting. Stockholders must present a valid control number in order to be admitted to the meeting. Even if you plan to attend the meeting, please vote your shares by submitting a proxy.

Who should I call if I have any questions?

If you have any questions about the Annual Meeting, voting or your ownership of our common stock, please call Investor Relations at (603) 750-4674 or send an e-mail to investor@planetfitness.com.

PROPOSAL 1:

Election of Directors

Our business operates under the direction of our Board, which currently consists of eight directors. In accordance with our Restated Certificate of Incorporation, our Board consists of three classes of approximately equal size: Classes I, II, and III, with terms expiring in 2022, 2023, and 2024, respectively. Craig Benson, Cammie Dunaway and Christopher Tanco are the Class I directors whose terms expire at the Annual Meeting. Our Board has nominated, and stockholders are being asked to reelect, Gov. Benson, Ms. Dunaway and Mr. Tanco for three-year terms expiring at our 2025 annual meeting of stockholders. If elected, the nominees will each hold office until the conclusion of our 2025 annual meeting of stockholders and a successor is duly elected and qualified or until earlier death, resignation, or removal.

Each of the three nominees currently serves as a director of the Company. Gov. Benson and Ms. Dunaway were elected by stockholders at the 2019 annual meeting of stockholders. Mr. Tanco was initially recommended to the board by a director search firm, which was paid a fee to identify and evaluate potential Board members. The Board appointed Mr. Tanco as a director in January 2021 upon the recommendation of the nominating and corporate governance committee and after several interviews with the Board’s directors and members of the Company's executive leadership team. The Board is not aware of any nominee who will be unable or unwilling to serve as a director if elected at the Annual Meeting. In the event that one or more nominees is unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors to be elected at the Annual Meeting. Information relating to each nominee for election as director and for each continuing director, including his or her period of service as a director of the Company, principal occupation and other biographical material, is shown later in this Proxy Statement.

The Board recommends a vote FOR the election of each of the nominees as director.

BOARD OF DIRECTORS

The following table sets forth the name, age, and position, as of March 7, 2022, of individuals who currently serve as directors on our Board.

Name

Age

Position

Stephen Spinelli, Jr.

Chair of the Board

Christopher Rondeau

Chief Executive Officer and Director

Bernard Acoca

Director

Enshalla Anderson

Director

Craig Benson

Director

Cammie Dunaway

Director

Frances Rathke

Director

Christopher Tanco

Director

Class I—Directors with Terms Expiring in 2022

Craig Benson has served on our Board since July 2017. Gov. Craig Benson serves as the Chief Executive Officer at Soft Draw Investments, LLC. He previously served as the 79th Governor of the State of New Hampshire. During his tenure, the Cato Institute recognized Gov. Benson as the most effective new governor in the country, as well as the second most effective of all governors nationwide. In 1983, Gov. Benson co-founded Cabletron Systems, Inc., a leading provider of networking solutions, and thereafter served as its Chairman from 1983 to July 1999. Gov. Benson served at various times as Cabletron’s CEO, COO and President, helping take the company from a garage start-up to a publicly traded company with 7,000 employees and annual sales exceeding $1.6 billion. He serves as the Vice Chairman of the Trustees of Babson College. He previously served as a Director of Sycamore Networks Inc. from October 2007 to April 1, 2013 and as Trustee of Lahey Health System, Inc. and Lahey Hospital & Medical Center from 2005 to 2019. Gov. Benson graduated from Babson College with a degree in Finance and completed an MBA in Operations Management from Syracuse University. He also holds honorary degrees from Dartmouth College, the University of New Hampshire, Grand Valley State University and Thomas Jefferson University. Because of his franchising and executive leadership experience, we believe Gov. Benson is well qualified to serve on our Board.

Cammie Dunaway has served on our Board since October 2017. Ms. Dunaway is employed as the Chief Marketing Officer for Duolingo, a language education platform. Prior to Duolingo, Ms. Dunaway was a private consultant supporting organizations with strategic initiatives to accelerate growth and innovation, and coached leaders on how to achieve maximum results, impact and enjoyment. Ms. Dunaway previously served as the U.S. President and Global Chief Marketing Officer of KidZania, an international location-based entertainment concept focused on children’s role-playing activities, from October 2010 to December 2014. From October 2007 to October 2010, Ms. Dunaway served as Executive Vice President for Nintendo, with oversight of all sales and marketing activities for the company in the United States, Canada and Latin America. Before joining Nintendo, Ms. Dunaway was Chief Marketing Officer for Yahoo! from June 2003 to November 2007. Prior to joining Yahoo!, Ms. Dunaway was at Frito-Lay for 13 years in various leadership roles in sales and marketing, including serving as the company’s Chief Customer Officer and as Vice President of Kids and Teens brands. Ms. Dunaway has served as a member of the board of directors for Red Robin Gourmet Burgers, Inc. since 2014, serving as the Chair of the nominating and corporate governance committee, as well as a member of the compensation committee. From 2017 to 2021, she served on the board of directors for GoHealth, LLC, a privately held health care company in the urgent care space. She previously served as a member of the board of directors for Nordstrom fsb from 2014 to 2017, Marketo, Inc. from 2015 to 2016, and Brunswick Industries from 2006 to 2014. Ms. Dunaway holds a Bachelor of Science degree in Business Administration from the University of Richmond and an M.B.A. from Harvard Business School. Because of her extensive experience in brand management and retail concepts, we believe Ms. Dunaway is well qualified to serve on our Board.

Christopher Tanco has served on our Board since January 2021. Mr. Tanco is employed as the Executive Vice President and Chief Operating Officer for 7‑Eleven, Inc., a role he has held since December 2015. As COO, he leads Franchise and Corporate Operations for 15,000 stores, the company’s digital initiatives, restaurant expansion, operations support, field merchandising and sales, store of the future, fuels and the Canada business unit. Mr. Tanco first joined 7-Eleven in November 2009 and served as an Executive Vice President and led 7‑Eleven’s international business across 18 countries from March 2012 until November 2015. Before joining 7‑Eleven, he was the Chief Franchise Officer for Pizza Hut. With nearly 20 years of experience, he served in various operations, international, general management, and franchise leadership roles with Yum! Brands. Mr. Tanco also serves on the boards of 7‑Eleven, Inc. and Urban Air Adventure Parks. He received his Bachelor of Arts in Interdisciplinary Studies from the Ateneo de Manila University, Manila, Philippines, and earned his M.B.A. from Darden Graduate School of Business Administration at the University of Virginia. Because of his extensive franchise and corporate operations, digital development and international experience, we believe Mr. Tanco is well qualified to serve on our Board.

Class II—Directors with Terms Expiring in 2023

Stephen Spinelli, Jr. has served on our Board since January 2012 and as Chair of our Board since May 2017. Dr. Spinelli has served as the 14th president of Babson College since July 2019. He served as Chancellor of Thomas Jefferson University from July 2017 until June 2018, having previously served as President of Philadelphia University since August 2007, which merged with Thomas Jefferson University in June 2017. He was named Chancellor Emeritus of Thomas Jefferson University effective July 1, 2018. Dr. Spinelli co-founded Jiffy Lube International, Inc. in 1979 under the leadership of his college football coach. Three years later, Dr. Spinelli became a franchisee and remained a director of the Company. He grew to become Jiffy Lube’s largest franchisee. Dr. Spinelli previously served as Chief Executive Officer of the American Oil Change Corporation. He also currently serves on the Board of Advisors of the Berwind Corporation and the Board of Directors of Fyzical Therapy and Balance Centers. He received his Ph.D. in economics from The Management School, Imperial College, University of London, his M.B.A. from Babson College and his Bachelor’s Degree in Economics from McDaniel College. Because of his experience in franchising and as an entrepreneur, we believe Dr. Spinelli is well qualified to serve on our Board.

Enshalla Anderson has served on our Board since February 2020. Ms. Anderson has served as Director, Global Head of Brand Strategy, Google Cloud at Google since August 2020 and assumed responsibility for the Global Brand & Creative team for Google Cloud in August 2021. Previously, she served as the Chief Strategy Officer at FutureBrand North America since June 2013. Prior to joining FutureBrand, she served as Senior Director of Brand Strategy at Siegel+Gale from December, 2008 until May, 2013, where she oversaw comprehensive naming, brand strategy, and architecture programs. Previously, she was a Director at Vivaldi Partners from December 2005 until October 2008, where she developed portfolio and product level strategies. Additionally, Ms. Anderson worked on the global marketing team at Avon from September 2000 until December 2005, touching heritage brands such as Skin-So-Soft and expanding Avon’s operations in Turkey. She began her career in JP Morgan’s Emerging Markets Fixed Income Research group and has more than 25 years of marketing and brand strategy experience, having partnered with leading brands across industries including Fidelity, Tupperware, Bell Helicopter, The Weather Company, and Gap Inc. Ms. Anderson earned her Bachelor of Arts in History from the University of Pennsylvania and her MBA from Harvard Business School. Because of her experience in consumer brands and strategic development, we believe Ms. Anderson is well qualified to serve on our Board.

Class III—Directors with Terms Expiring in 2024

Christopher Rondeau has served as our Chief Executive Officer since January 2013. He previously served as our Chief Operating Officer since 2003. Mr. Rondeau joined Planet Fitness in 1993, one year after our original founders, Michael and Marc Grondahl, started the Company in 1992. Throughout the years, he has played a critical role in developing and refining the unique, low-cost/high-value business model and lean operating system that revolutionized both the fitness and franchising industry. Under his leadership, Planet Fitness has experienced tremendous growth and has been recognized for many accolades including, Entrepreneur Franchise 500 – Fastest Growing Franchise List, Franchise Times’ Top 200, Forbes’ America’s Best Franchises, Newsweek Best Customer Service, and Best Places to Work in New Hampshire. An innovative entrepreneur, Mr. Rondeau was honored as an EY Entrepreneur of the Year and inducted into the University of New Hampshire Alumni Entrepreneur Hall of Fame. Mr. Rondeau also received an honorary doctorate degree from Philadelphia University and received the University’s honorary innovation medal. In 2020, he joined the International Franchise Association (IFA) Board of Directors; board members are drawn from a world-class set of franchise brands.

Frances Rathke has served on our Board since August 2016. Ms. Rathke previously served as Chief Financial Officer and treasurer of Keurig Green Mountain, Inc. for 12 years, where she was responsible for leading the company’s finance organization, overseeing $1.5 billion in acquisitions and playing a leading role in capital raises and strategic investments. Prior to Keurig Green Mountain, she was interim Chief Financial Officer for Wild Oats Markets, Inc. Prior to her role at Wild Oats, Ms. Rathke served as Chief Financial Officer and secretary for 11 years at Ben & Jerry’s Homemade, Inc. where she oversaw the company’s overall financial plans, policies and procedures, after serving there as controller. Ms. Rathke is a current member of the board of directors of Green Mountain Power Corporation, John Hancock Investment Management, Oatly and the Flynn Center for Performing Arts. Ms. Rathke was a Senior Manager at Cooper & Lybrand LLC and previously was a Certified Public Accountant. She received a Bachelor of Science degree in Accounting from the School of Business at the University of Vermont. Because of her experience in consumer brands and her financial expertise, we believe Ms. Rathke is well qualified to serve on our Board.

Bernard Acoca has served on our Board since January 2021. Mr. Acoca serves as Chief Executive Officer of Zaxby’s, a 900+ store restaurant chain specializing in fried chicken fingers, since January 2022. Mr. Acoca previously served as Chief Executive Officer, President and Director of El Pollo Loco from March 2018 to October 2021. Mr. Acoca joined El Pollo Loco, after seven years at Starbucks Coffee Company as a member of its Executive Team. From 2015 to 2018, Mr. Acoca served as President of Teavana, Starbucks’ global tea brand, where he was responsible for the overall operations of over 375 Teavana specialty retail stores in North America, as well as its e-commerce business. Before that, Mr. Acoca served as Senior Vice President, Marketing and Category, for the Americas, Starbucks’ largest region, where he was responsible for managing

categories totaling $9 billion in annual sales. Additionally, he served as Chief Marketing Officer for the Americas for L’Oréal and spent 10 years at YUM brands in marketing roles of increasing responsibility.

CORPORATE GOVERNANCE

Corporate Governance Highlights

Corporate governance is key to a strong and accountable Board. We strive to adopt practices that will promote the long-term interests of the Company and its stockholders, including the below examples.

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Accountability. Each share of our common stock outstanding on the record date is entitled to one vote per matter presented to stockholders

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Annual Named Executive Officer Performance Evaluation by the Compensation Committee of the Board

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Clawback, Anti-Hedging, Anti-Short Sale and Anti-Pledging Policies for Directors, Executive Officers and other Employees

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Limitation on Management Directors. Our CEO is the only member of management who serves as a director

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Regular Board and Committee Executive Sessions of Non-Management Directors

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Audit Committee Approval Required for Related Party Transactions

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“Pay for Performance” Philosophy Drives Executive Compensation

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No “Poison Pill” (Stockholder Rights Plan)

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Independent Executive Compensation Consultant

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Commitment to Diversity, Equity and Inclusion

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Risk Oversight by the Board and Committees

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No excise tax gross-ups on severance or change-in-control payments or benefits

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Annual Board and Committee Self-Evaluations

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Established Whistleblower Policy

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Separate offices of chair of the Board and CEO

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Established Director and Senior Officer Stock Ownership Guidelines

Board Overview

Our business and affairs are managed under the direction of the Board. The Board believes in the benefits of a diversity of skills, experiences, expertise, industry knowledge, perspectives, and characteristics (such as, and including but not limited to, gender, race/ethnicity, age, geographic location, and nationality) necessary to oversee the Company’s current and future business needs. Accordingly, the Board considers the skills, experience and diversity of directors and director candidates individually and in the broader context of its overall composition and the diverse nature of the business environment in which the Company operates.

The Board is currently composed of eight talented directors with diverse skill sets and professional and personal backgrounds. The following tables summarize the areas of skill and expertise of our Board, as well as the demographic diversity of our Board.

Board Composition and Director Independence

Our Restated Certificate of Incorporation provides that our Board shall consist of at least three directors but not more than fifteen directors and that the number of directors may be fixed from time to time by resolution of our Board. Our Board is divided into three classes, as follows:

•Class I, which consists of Craig Benson, Cammie Dunaway and Christopher Tanco. The terms of Gov. Benson, Ms. Dunaway and Mr. Tanco will continue until the Annual Meeting and a successor is duly elected and qualified or until earlier death, resignation or removal;

•Class II, which consists of Stephen Spinelli, Jr. and Enshalla Anderson. The terms of Dr. Spinelli and Ms. Anderson will continue until our 2023 annual meeting of stockholders and a successor is duly elected and qualified or until earlier death, resignation or removal; and

•Class III, which consists of Chris Rondeau, Frances Rathke and Bernard Acoca. The terms of Mr. Rondeau, Ms. Rathke and Mr. Acoca will continue until our 2024 annual meeting and a successor is duly elected and qualified or until earlier death, resignation or removal.

At this time, the Board believes that the classified board structure is in the best interest of the Company. The three-year term will ensure that at any given time the majority of the directors will have deep knowledge of the Company and a firm understanding of its goals, and it allows for continuity and stability of our Board, promoting the balance of long-term and short-term interests of the Company and its stockholders. The structure also safeguards the Company from third-party takeover attempts, as it will require a longer period to change majority control of the board. A classified board remains accountable to the Company’s stockholders. The directors continue to have a fiduciary responsibility to the stockholders, and the stockholders have the ability to elect one third of the Board annually to ensure their interests are represented.

Amendments to certain provisions of our certificate of incorporation and bylaws, including the classified board provision, require the approval of holders of at least 75% of the voting power of our outstanding shares of capital stock. The Company believes this heightened threshold is appropriate as it relates to fundamental elements of our corporate governance. The provision does not preclude changes being made to governing documents but rather it requires broad stockholder consensus in order to effect change. By requiring a 75% stockholder vote, the Board is better positioned to protect the Company from third-party takeover attempts and encourage those interested in acquiring the Company to negotiate directly with the Board.

The Board evaluates the relationships of each director and any director nominees with the Company and makes an affirmative determination whether such director or nominee is independent. Pursuant to our corporate governance guidelines, an independent director shall be one who meets the qualification requirements for being an independent director under applicable laws and the corporate governance listing standards of the New York Stock Exchange ("NYSE"), including the requirement that

the Board must have affirmatively determined that the director has no material relationships with the Company, either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company. To guide its determination as to whether or not a business or charitable relationship between the Company and an organization with which a director is so affiliated is material, the Board, or a designated committee of the Board, may from time to time adopt categorical standards of independence. Our Board has determined that Dr. Spinelli, Ms. Rathke, Ms. Dunaway, Ms. Anderson, Mr. Tanco and Mr. Acoca are independent directors under the rules of the NYSE.

Annual Board and Committee Performance Review

Pursuant to our corporate governance guidelines, our nominating and corporate governance committee is responsible for reporting annually to the Board an evaluation of the overall performance of the Board. Additionally, the charters of our audit committee, compensation committee and nominating & corporate governance committees each provide that the respective committee is responsible for performing or participating in an annual evaluation of its performance, the results of which are presented to the Board.

Board of Directors Leadership Structure

We currently separate the offices of the chair of the Board and chief executive officer of the Company, with Dr. Spinelli serving as non-executive chair, although the Board maintains the flexibility to select the chair of the Board and its leadership structure, from time to time, based on the criteria that it deems to be in the best interests of the Company and its stockholders. At this time, the Company believes that having a separate chief executive officer and chair allows Mr. Rondeau to focus on his role as our Chief Executive Officer and increases the Board’s independence from management, leading to effective monitoring and oversight. As non-executive chair, Dr. Spinelli serves as a key source of communication between the independent directors and the Chief Executive Officer, establishes the agenda for each meeting of the Board and coordinates the agenda for and presides at regularly scheduled meetings of the independent directors.

Board Meetings, Attendance and Committees

Our Board met 17 times during 2021. Each director attended at least 75% of the aggregate meetings of the Board and meetings of the board committees on which such director served in 2021. The Board also approved certain actions by unanimous written consent in lieu of a meeting.

It is our policy that our directors attend annual meetings of stockholders. All then-current directors attended the 2021 annual meeting of stockholders.

As of the date of this Proxy Statement, our Board has three standing committees: the audit committee; the compensation committee; and the nominating and corporate governance committee. Each committee operates under its own written charter adopted by the Board, each of which is available on our website at http://investor.planetfitness.com. Information appearing on http://investor.planetfitness.com is not a part of and is not incorporated by reference in this proxy statement.

Audit Committee

Our audit committee consists of three non-employee directors: Ms. Rathke, Mr. Acoca and Mr. Tanco, with Ms. Rathke serving as chair of the committee. Our audit committee has determined that each of Ms. Rathke, Mr. Acoca and Mr. Tanco meets the definition of “independent director” under the rules of the NYSE and under Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our audit committee met five times during 2021.

None of our audit committee members simultaneously serve on the audit committees of more than three public companies, including ours. Our Board has determined that Ms. Rathke is an “audit committee financial expert” and each Mr. Acoca and Mr. Tanco is "financially literate" within the meaning of the SEC’s regulations and applicable listing standards of the NYSE. The audit committee’s responsibilities include:

•appointing, retaining, approving the compensation of, and assessing the qualifications, performance and independence of our independent registered public accounting firm;

•pre-approving audit and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

•reviewing the audit plan with the independent registered public accounting firm and members of management responsible for preparing our financial statements;

•reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;

•reviewing and assessing with management, the internal auditor and outside consultants the adequacy of security for the Company’s information technology systems, processes and data;

•reviewing the adequacy of our internal controls over financial reporting;

•reviewing all related person transactions for potential conflict of interest situations and approving all such transactions;

•establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;

•recommending, based upon the audit committee’s review and discussions with management and the independent registered public accounting firm, the inclusion of our audited financial statements in our Annual Report on Form 10-K;

•reviewing and assessing the adequacy of the committee charter and submitting any changes to the Board for approval;

•monitoring our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;

•preparing the audit committee report required by the rules of the SEC to be included in this Proxy Statement; and

•reviewing and discussing with management and our independent registered public accounting firm our earnings releases.

Compensation Committee

Our compensation committee consists of four non-employee directors: Ms. Anderson, Dr. Spinelli, Ms. Dunaway and Mr. Tanco, with Ms. Anderson serving as chair of the committee. Our compensation committee met seven times during 2021. Our Board has determined that each of Ms. Anderson, Dr. Spinelli, Ms. Dunaway and Mr. Tanco meets the definition of an “independent director” under Section 303A.02 of the NYSE corporate governance standards and under the Exchange Act. The compensation committee has the authority to delegate to subcommittees of the compensation committee any of the responsibilities of the full committee and executive officers of the Company such responsibilities of the full committee as may be permitted by applicable laws and in accordance with NYSE rules. The compensation committee’s responsibilities include:

•determining and approving the compensation of our Chief Executive Officer, including annually reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, and evaluating the performance of our Chief Executive Officer in light of such corporate goals and objectives;

•reviewing and approving the corporate goals, as well as applicable personal goals, and objectives relevant to the compensation of our other executive officers;

•reviewing and approving the compensation of our other executive officers;

•appointing, compensating and overseeing the work of any compensation consultant, legal counsel or other advisor retained by the compensation committee;

•conducting the independence assessment outlined in the rules of the NYSE with respect to any compensation consultant, legal counsel or other advisor retained by the compensation committee;

•reviewing and assessing the adequacy of the committee charter and submitting any changes to the Board for approval;

•reviewing and establishing our overall management compensation philosophy and policy;

•overseeing and administering our equity compensation and similar plans;

•reviewing and approving our policies and procedures for the grant of equity-based awards and granting equity awards;

•reviewing and making recommendations to the Board with respect to director compensation; and

•reviewing and discussing with management the compensation discussion and analysis to be included in this Proxy Statement or Annual Report on Form 10-K.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of three non-employee directors: Ms. Dunaway, Dr. Spinelli and Mr. Acoca, with Ms. Dunaway serving as chair of the committee. Our nominating and corporate governance committee met six times during 2021. The nominating and corporate governance committee’s responsibilities include:

•developing and recommending to the Board criteria for board and committee membership;

•establishing procedures for identifying and evaluating board of director candidates, including nominees recommended by shareholders;

•identifying individuals qualified to become members of the Board;

•recommending to the Board the persons to be nominated for election as directors and to each of the Board’s committees;

•developing and recommending to the Board a set of corporate governance principles;

•articulating to each director what is expected, including reference to the corporate governance principles and directors’ duties and responsibilities;

•reviewing and recommending to the Board practices and policies with respect to directors;

•reviewing and recommending to the Board the functions, duties and compositions of the Board’s committees;

•reviewing and assessing the adequacy of the committee charter and submitting any changes to the Board for approval;

•providing for new director orientation and continuing education for existing directors on a periodic basis;

•performing an evaluation of the performance of the committee;

•providing oversight of the Company’s environmental, social and corporate governance ("ESG") policies and practices, including oversight of diversity, equity and inclusion initiatives; and

•overseeing the evaluation of the Board.

Board Oversight of Risk Management

While the full Board has the ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified areas. In particular, our audit committee oversees management of enterprise risks, including data and cyber security, as well as financial risks, business conduct and ethics, and is also responsible for overseeing the review and approval of related party transactions. Our compensation committee oversees the management of risks relating to our executive compensation plans and arrangements and the incentives created by the compensation awards it administers. Our nominating and corporate governance committee oversees risks associated with our ESG practices. Pursuant to the Board’s instruction, management regularly reports on applicable risks to the relevant committee or the full Board, as appropriate, with additional review or reporting on risks conducted as needed or as requested by the Board and its committees.

Compensation Committee Interlocks and Insider Participation

Ms. Anderson, Dr. Spinelli, Ms. Dunaway and Mr. Tanco have not at any time during the prior three years been one of our officers or employees. None of our executive officers currently serve, or in the past fiscal year have served, as a member of the Board or compensation committee of any entity that has one or more executive officers serving on our Board or compensation committee.

Codes of Conduct

We have adopted a code of business conduct and ethics applicable to our directors, officers and employees and a code of ethics for senior executive and financial officers applicable to our principal executive officer, president, principal financial officer, principal accounting officer and all controllers and any other senior operating and financial executives (the "Codes of Conduct"). The Codes of Conduct are available on our website at http://investor.planetfitness.com. If we make any substantive amendments to the Codes of Conduct or grant any waiver, including any implicit waiver, from a provision of the Codes of Conduct affecting our directors or executive officers, we will disclose the nature of such amendment or waiver on that website or in a Current Report on Form 8-K.

Corporate Governance Guidelines

We believe that good corporate governance is important to ensure that we are managed for the long-term benefit of our stockholders. The Board has adopted a set of corporate governance guidelines to set clear parameters for the operation of our Board. Our corporate governance guidelines are available on our website at http://investor.planetfitness.com.

Director Nomination Process

The nominating and corporate governance committee recommends, and the Board nominates, candidates to stand for election as directors. The nominating and corporate governance committee has the authority to engage search firms for the purpose of identifying highly qualified director candidates, for which such firms are paid a fee. In January 2021, the Board appointed Messrs. Tanco and Acoca as directors, both of whom were initially identified and recommended by a search firm, for which the search firm was paid a fee. Stockholders may also nominate persons to be elected as directors in accordance with our bylaws and applicable law, as described under “Additional Information—Requirements for Stockholder Proposals.”

Board Membership Criteria

We seek a Board that collectively reflects a diversity of skills, experiences, expertise, industry knowledge, perspectives, and characteristics (such as, and including but not limited to, gender, race/ethnicity, age, geographic location, and nationality) appropriate to function effectively in light of the Company’s current and evolving business circumstances. It is the policy of the Board that directors should possess strong personal and professional ethics, integrity, and values; be business savvy and genuinely interested in the Company; and be committed to representing the long-term interests of our stockholders. Our goal is

a balanced and diverse Board, with members whose skills, background and experience are complementary and, together, cover the spectrum of areas that impact our business. In any formal search for Board of Director candidates, we consider candidates who reflect diverse backgrounds, including diversity of gender and race and/or ethnicity, and in cases where a search firm is retained, the nominating and corporate governance committee directs the search firm to include in its initial slate of candidates qualified candidates who reflect diverse backgrounds, including diversity of gender and race and/or ethnicity.

Shareholder Engagement

We value shareholder engagement and strive for regular communication with our shareholders throughout the year. In addition to engaging with shareholders through our quarterly earnings calls, we routinely participate in direct investor meetings and investment community conferences.

Environmental, Social and Corporate Governance

In 2018, we completed our first ESG materiality and prioritization assessment, which identified key environmental, social and governance issues and topics most material to Planet Fitness and informed the development our ESG strategy, PF Purpose. First shared in our inaugural PF Purpose Impact Report published last year, our ESG strategy continues to prioritize three focus areas where we can have the most impact: Physical Health, Emotional Health, and Planet Health. Underscored by a commitment to responsible and growth-oriented business practices, this strategy serves as the guide for our ESG programs as we aim to enhance people's lives and create a healthier planet.

To ensure our ESG strategy reflects current and emerging trends, in 2021, we conducted a materiality refresh with an updated assessment and topic prioritization exercise. This process included direct engagement with relevant internal subject matter experts and key external stakeholders – including industry associations and Planet Fitness franchisees – through in-depth listening sessions. This exercise reaffirmed our focus on increasing access to fitness and wellness, providing a safe and healthy environment for our team members, club members and franchisees, fostering a diverse and inclusive culture where everyone feels like they belong, and continuing to make sustainable business decisions across our operations.

We are committed to evolving our approach to ESG reporting in a thoughtful and intentional manner, including expanding our impact measurement, and aligning to internationally recognized frameworks and standards. Our 2021 ESG Report will include our first-ever disclosures in line with the Sustainability Accounting Standards Board (SASB) recommendations for the Leisure Facilities industry.

Our nominating and corporate governance committee oversees the Company's ESG initiatives and receives regular updates from the Company's social responsibility team (a team comprised of Planet Fitness employees). The PF Purpose section of the Company’s website contains the 2020 Impact Report and will be updated to include the 2021 ESG Report which is expected to publish in April 2022.

Communications with Directors

Stockholders and other interested parties wishing to communicate directly with our Board or individual directors may do so by writing to the Board or such individual c/o the Corporate Secretary, Planet Fitness, Inc., 4 Liberty Lane West, Hampton, New Hampshire 03842. The Secretary will forward such communications to the Board or individual at or prior to the next meeting of the Board. The Secretary will not forward any communication determined in his good faith belief to be frivolous, unduly hostile, threatening or similarly unsuitable.

PROPOSAL 2:

Ratification of Independent Registered Public Accounting Firm

The audit committee of our Board has appointed KPMG LLP (“KPMG”) as our independent registered public accounting firm for 2022. We are asking our stockholders to ratify this appointment.

SEC and NYSE regulations require our audit committee to engage, retain, and supervise our independent registered public accounting firm. Our audit committee annually reviews our independent registered public accounting firm’s independence, including reviewing all relationships between the independent registered public accounting firm and us and any disclosed relationships or services that may impact the objectivity and independence of the independent registered public accounting firm, and the independent registered public accounting firm’s performance. Although stockholder ratification is not required by applicable law nor by our bylaws, we are submitting our selection of KPMG as our independent registered public accounting firm as a matter of good corporate governance.

We expect that representatives of KPMG will be present at the meeting, that the representatives will have the opportunity to make a statement if they so desire, and that they will be available to respond to appropriate questions.

KPMG has served as our independent registered public accounting firm since 2012.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Pursuant to the audit committee charter, the audit committee is responsible for the oversight of our accounting, reporting and financial practices. The audit committee has the responsibility to select, appoint, engage, oversee, retain, evaluate and terminate our external auditors; pre-approve all audit and non-audit services to be provided, consistent with all applicable laws, to us by our external auditors; and establish the fees and other compensation to be paid to our external auditors. During 2021, the audit committee pre-approved all audit and permitted non-audit services provided by KPMG.

Principal Accountant Fees and Services

The following sets forth fees billed by KPMG, for the audit of our annual financial statements and other services rendered for the fiscal years ended December 31, 2021 and 2020:


	Year ended December 31,
	2021		2020
Audit Fees(1)	$	1,823,500	$	1,285,997
Audit Related Fees	—		—
Tax Fees(2)	1,083,800		997,964
All Other Fees(3)	6,000		6,000
Total	$	2,913,300	$	2,289,961

(1)Includes fees for audits of our annual financial statements, reviews of the related quarterly financial statements and services that are normally provided by the independent accountants in connection with statutory and regulatory filings or engagements, including reviews of documents filed with the SEC and audits and reviews of certain subsidiary financial statements. Audit fees also include the audit of our internal controls over financial reporting, as required by Section 404 of the Sarbanes Oxley Act of 2002. For 2021, audit fees also include services related to the debt refinancing transaction subsequently completed in February 2022.

(2)Tax fees for 2021 and 2020 include $845,828 and $806,829, respectively, of professional services rendered for tax compliance, tax return review and preparation and tax payment planning. Tax fees for 2021 and 2020 also include $237,972 and $191,135, respectively, of professional services rendered for tax advice, planning, and other consulting services.

(3)Other fees related to annual subscriptions to KPMG’s Accounting Research online tool and Accounting Disclosure Checklist online tool.

There were no other fees billed by KPMG for services rendered to us, other than the services described above, for fiscal years ended December 31, 2021 and 2020.

The Board recommends a vote FOR the ratification of the appointment of KPMG as our independent registered public accounting firm for 2022.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The compensation discussion and analysis that follows describes our compensation philosophy, policies and practices, summarizes our compensation programs, and discusses compensation decisions made by the compensation committee under those programs in 2021 with respect to the executive officers who are named in the summary compensation table below (referred to herein as our “named executive officers”). For 2021, our named executive officers are:


Name						Principal Position
Christopher Rondeau						Chief Executive Officer
Dorvin Lively						President
Thomas Fitzgerald						Chief Financial Officer
Jeremy Tucker						Chief Marketing Officer
Bill Bode						Chief Operations Officer

2021 Uncertainty and Accomplishments

Due to the uncertain outlook for our business, and the health & fitness industry as a whole, at the beginning of 2021 as a result of to the ongoing COVID-19 pandemic, the compensation committee, after consultation with its independent compensation consultant, Meridian Compensation Partners ("Meridian"), determined that it was appropriate to make certain adjustments to our executive compensation program for 2021. As described in further detail below, among other changes, the compensation committee determined that the 2021 annual bonus plan would consist of two six-month performance periods, with the targets for each period established at the beginning of such period. The compensation committee also determined that the existing business uncertainty would not permit a reasonable determination of appropriate long-term performance targets for performance share unit awards, and, as a result, included only stock options and restricted stock unit awards in the Company's 2021 long-term incentive program. The compensation committee made these changes to ensure our leadership team’s total compensation appropriately recognized and rewarded the team's contributions to the Company while facing an uncertain near-term business outlook. These and other determinations of the compensation committee with respect to 2021 executive compensation are described in more detail under "—2021 changes to our annual bonus plan" and "—2021 changes to long-term incentive awards" below.

Notwithstanding the uncertainty faced at the beginning of the year, as 2021 progressed we began to see a return to our strong historical financial performance and business expansion despite the ongoing COVID-19 pandemic. While certain of our stores continued to face temporary closures due to the COVID-19 pandemic, the vast majority of our stores were able to be open and operating throughout the year. We also observed a significant recovery in our net membership and store growth, finishing the year with approximately 15.2 million members and 2,254 system-wide stores. See our 2021 Annual Report on Form 10-K for more details on the impact of the COVID-19 pandemic on our 2021 financial performance.

The following are some of the key measures of our financial performance in 2021:

•Total revenue increased from the prior year by 44.4% to $587.0 million.

•Net income (loss) attributable to Planet Fitness, Inc. was income of $42.8 million, or $0.51 per diluted share, compared to a loss of $15.0 million, or $(0.19) per diluted share, in the prior year.

•Net income (loss) was income of $46.1 million, compared to a loss of $15.2 million in the prior year.

•Adjusted net income(1) increased to $71.5 million, or $0.82 per diluted share, compared to $3.1 million, or $0.04 per share, diluted, in the prior year.

•Adjusted EBITDA(1) increased 86.5% to $224.4 million from $120.4 million in the prior year.

•132 new Planet Fitness stores were opened system-wide during the year, bringing system-wide total stores to 2,254 as of December 31, 2021.


(1)*			Adjusted net income, Adjusted EBITDA, and Adjusted net income per share, diluted, are non-GAAP measures. For a discussion of Adjusted net income, Adjusted EBITDA, and Adjusted net income per share, diluted, reconciliations of Adjusted net income and Adjusted EBITDA to U.S. GAAP (“GAAP”) net income (loss), and a computation of Adjusted net income (loss) per share, diluted, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Non-GAAP Financial Measures” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

We believe the efforts of our named executive officers were critical to our financial and operational achievements in 2021.

Overview of our Executive Compensation Program

Our executive compensation program is designed to closely tie pay to performance, in part through compensating our executives based on the attainment of operating goals that influence the creation of shareholder value. The compensation committee applied the following policies and principles in making its compensation determinations for our named executive officers in fiscal year 2021:

•Base salaries should be consistent with those for similar positions based on peer group data;

•Annual bonuses should be directly connected to company performance and achievement of corporate goals;

•Equity compensation should be used to align the interests of our named executive officers with those of our shareholders;

•Benefits provided to our named executive officers should generally be the same as those provided to our other employees; and

•Total compensation should attract, motivate and retain talented executives in a competitive environment.

We believe that the features of our executive compensation program benefit the Company as a whole and serve to increase the alignment of incentives between our executive officers and our shareholders, while avoiding the promotion of excessive risk-taking.

Process for Determining Executive Compensation

The compensation committee

The compensation committee oversees our executive compensation program and is responsible for approving the nature and amount of the compensation paid to our executive officers and administering our equity compensation plans and awards.

To maintain pay at competitive levels, our compensation committee strives to set base salaries and total compensation (base salary, annual bonus at target and the grant date value of long-term incentive awards) between the 50th and 75th percentiles of our peer companies for the same element of compensation.

For information on the peer companies we use for compensation setting purposes, please see the discussion under “Use of Peer Group and Benchmarking.” To tie executive compensation to performance, short-term incentives are earned based primarily on the achievement of previously established corporate goals and take into consideration overall company performance for the year. The compensation committee also considers company performance when determining the size of long-term incentive awards.

As described below, the compensation committee works with members of management and obtains advice from an external independent compensation consultant when making its compensation decisions; however, the compensation committee remains solely responsible for setting the compensation of our named executive officers.

The role of management

The Chief Executive Officer makes compensation-related recommendations to the compensation committee with respect to the annual base salaries, target bonus opportunities and long-term incentive award grants for the named executive officers (other than himself). No member of the management team, including our Chief Executive Officer, has a role in determining his or her own compensation.

The role of the compensation consultant

Each year, the compensation committee considers a variety of factors in assessing the competitiveness of our executive compensation program and the individual total compensation of each of our named executive officers. These factors include our performance against our internal strategic, operational and financial goals, an analysis of the appropriate mix of short-term cash and long-term equity compensation and a thorough review of compensation paid at peer companies compared to the compensation we pay our executives officers.

The compensation committee has engaged a compensation consulting firm to provide it with objective analysis, advice and information regarding executive compensation, including competitive market data and compensation recommendations related to the compensation of our Chief Executive Officer and our other named executive officers. The compensation committee directly engaged Meridian in 2020 to review the peer group used for its 2021 compensation determinations, and again in 2021 to assist in updating our peer group to more closely align with the health and wellness industry and to account for material changes experienced by certain companies in our initial peer group, as well as to provide an annual review of the Company's executive compensation practices and policies. In addition, in 2021 Meridian provided analysis and advice specifically related to the impact of the COVID-19 pandemic and potential changes to the Company's practices and policies in response to that impact. After consideration of the independence assessment factors provided under the listing rules of the NYSE, the

compensation committee determined that Meridian is independent and that the work it performed in 2021 did not raise any conflicts of interest.

Use of peer group and benchmarking

With the assistance of Meridian, the compensation committee developed a list of our peer companies and collected and analyzed compensation data of these peer companies, comparing it to the levels and components of our executive compensation program. To determine our peer companies, the compensation committee reviewed publicly traded companies operating primarily under a franchise business model in the hotels, restaurants and leisure or specialty retail industries with a similar market capitalization and comparable size to the Company.

After re-evaluating the Company’s peer group in 2020, with the assistance and advice of Meridian, the compensation committee decided not to make any changes to the Company’s peer group for 2021. The compensation committee used compensation data from these peer companies as a basis for evaluating base salary and annual bonus target levels, as well the values and types of long-term incentive awards granted, for the 2021 fiscal year.

2021 Peer Companies Utilized in Evaluating Named Executive Officer Compensation

Bloomin Brands, Inc.

Domino’s Pizza, Inc.

Shake Shack Inc.

Brinker International, Inc.

Dunkin Brands Group, Inc.*

Texas Roadhouse, Inc.

The Cheesecake Factory Incorporated

Jack in the Box, Inc.

Tivity Health, Inc.

Denny’s Corporation

Papa John’s International, Inc.

WW International, Inc.

Dine Brands Global, Inc.

Ruth’s Hospitality Group, Inc.

The Wendy’s Company

* Dunkin Brands was acquired by Inspire Brands on December 15, 2020 and is now privately held. However, because of the timing of its transition to a privately held company, Dunkin Brands' compensation data was included in the analysis used to determine the compensation of the Company's named executive officers for 2021.

In August, 2021, the compensation committee engaged Meridian to update our peer group for purposes of assisting the compensation committee in making 2022 compensation determinations. When selecting the updated peer group, the compensation committee sought public companies operating primarily under a franchise business model in the hotels, restaurants and leisure or health and wellness industries with a similar market capitalization and comparable size to the Company. Dunkin Brands is no longer a public company and therefore did not meet the compensation committee’s selection criteria. Based on the foregoing selection criteria, the compensation committee developed an updated list of selected peer companies for its 2022 peer group. The compensation committee will use compensation data from these peer companies as a basis for evaluating base salary and annual bonus target levels, as well the values and types of long-term incentive awards granted, for the 2022 fiscal year.

2022 Peer Companies Utilized in Evaluating Named Executive Officer Compensation

1Life Healthcare, Inc.

Dine Brands Global, Inc.

Shake Shack Inc.

The Beachbody Company, Inc.

Domino's Pizza, Inc.

Texas Roadhouse, Inc.

Bloomin Brands, Inc.

Driven Brands Holdings Inc.

Tivity Health, Inc.

Brinker International, Inc.

Jack in the Box, Inc.

WW International, Inc.

The Cheesecake Factory Incorporated

Papa John's International, Inc.

The Wendy's Company

Choice Hotels International, Inc.

Peloton Interactive, Inc.

Denny's Corporation

Ruth's Hospitality Group, Inc.

Pay mix

The compensation of our named executive officers for the fiscal year 2021 consisted of the following elements:

Compensation Element

Purpose

Features

Base Salary

To attract, motivate and retain highly skilled executives.

Fixed component of pay to provide financial stability based on responsibilities, experience, individual contributions and peer company data.

Annual Cash Bonuses

To promote and reward the achievement of key short-term strategic and business goals of the Company; to motivate and attract executives.

Variable component of pay based on previously established annual company goals and, as appropriate, personal goals.

Long-Term Incentives

To encourage executives to focus on long-term Company performance and increasing shareholder value; to promote retention of executives; to align the interests of our executives with our shareholders.

Equity component of pay that aligns executive interests with those of our shareholders and rewards shareholder value creation over the long term; currently in the form of stock options and restricted stock units that generally vest in equal installments over a four-year period; in 2022, performance share units that vest in full on the third anniversary of the grant date, subject to the achievement of certain performance criteria, have been reintroduced, as described below.

Components of our Executive Compensation Program

Base salary

Each of our named executive officers is paid a base salary. The compensation committee believes this element of compensation is important because it provides a fixed element of compensation that reflects the individual named executive officer’s skills, experience and role, as valued in the marketplace and within the Company. Base salaries are established based on peer group data, internal pay equity considerations and each named executive officer’s skill set, experience and role and responsibilities. Base salaries are reviewed annually, upon hire or promotion, or following a change in job responsibilities and may be adjusted based on the above-referenced criteria and the recommendations of our Chief Executive Officer, except with regard to his own base salary. The initial base salary of each of Messrs. Rondeau, Lively, Fitzgerald, Tucker and Bode is set forth in his respective employment agreement, and has been subsequently adjusted by the compensation committee.

Effective March 1, 2021, the compensation committee approved increases to the base salaries of Messrs. Lively, Fitzgerald, Tucker and Bode (of $550,000 to $565,000, $450,000 to $475,000, $375,000 to $385,000 and $350,000 to $360,000, respectively) in order to bring each base salary closer to the 50th percentile for similar positions within the Company's peer group. Mr. Fitzgerald's base salary was subsequently increased in July 2021 to $525,000 to more closely align his compensation with that of executives in similar positions among our peer group companies. Mr. Rondeau's base salary was not increased in 2021.

The base salaries of our named executive officers in 2021 were as follows:

•Mr. Rondeau, $900,000.

•Mr. Lively, $565,000.

•Mr. Fitzgerald, $525,000.

•Mr. Tucker, $385,000.

•Mr. Bode, $360,000.

Annual bonus plan

Each of our named executive officers is eligible to earn a cash bonus under our annual bonus plan based on the achievement of key corporate financial and strategic goals and, in some cases, if determined to be appropriate by the compensation committee, the achievement of certain personal goals. The compensation committee believes this element of compensation is important

because it directly ties the compensation paid to our named executive officers with the achievement of key operating and financial goals.

2021 changes to our annual bonus plan

Due to the then uncertainty of the near-term business environment brought on by the COVID-19 pandemic, and after consultation with Meridian following its analysis of general market and peer group data, the compensation committee approved certain one-time changes to the design of the 2021 annual bonus plan. For 2021, the annual bonus plan was determined based on two six-month performance periods of January through June ("1H 2021") and July through December ("2H 2021"). The funding of the bonus pool was determined by certain Adjusted EBITDA targets identified at the beginning of each of 1H 2021 and 2H 2021. The corporate performance goals for the 1H 2021 and 2H 2021 performance periods included Adjusted EBITDA, net membership growth and franchise net store growth as the applicable performance metrics. Each metric was equally weighted for those named executive officers who do not have personal performance goals, and weighted 30%, 30% and 20% respectively for each named executive officer whose bonus includes a personal performance goal, with the personal performance goal making up the remaining 20% of bonus potential. The targets for each metric were set at the beginning of each 1H 2021 and 2H 2021 and included a mechanism for adjustment for store closure mandates due to the COVID-19 pandemic. The total payout for both performance periods was made in March 2022, in accordance with our normal practices. The changes to the Company’s annual bonus program for 2021 reflect the unique circumstances of the business environment at the time the program was established in the first quarter of 2021 and, together with the changes to the Company’s long-term incentive award program, described below, were intended to ensure our leadership team’s total compensation appropriately recognized and rewarded the team's contributions to the Company. For 2022, the compensation committee has resumed an annual cash bonus program utilizing full-year performance goals consistent with prior years.

2021 annual bonus plan

For fiscal 2021, the compensation committee chose Adjusted EBITDA as the performance goal that would be used to establish the funding levels under our annual bonus plan. The use of Adjusted EBITDA as the primary performance metric under the plan provides a direct link between the compensation payable to our executives and the value we create for our shareholders. Adjusted EBITDA is also a key metric used by us and by our shareholders to evaluate our business performance.

The compensation committee set the Adjusted EBITDA target for 1H 2021 at $104.249 million and for 2H 2021 at $109.093 million, levels it believed were both challenging and achievable at the time it set the goals in February 2021 and June 2021 respectively. By establishing targets that are challenging, the compensation committee believes that the performance of our employees, and therefore our performance, is maximized. By setting a target that was thought to be achievable when established, the compensation committee believes that employees will remain motivated to perform at the high level required to achieve the target.

The level of potential funding under the annual bonus plan for 1H 2021 and 2H 2021 ranged from 0% to 225% of target based on our actual performance relative to the Adjusted EBITDA target, with a threshold funding level established by the compensation committee of $93.824 million for 1H 2021 and $98.183 for 2H 2021 (each 90% of target), each, the minimum level of Adjusted EBITDA performance that would result in any funding under the annual bonus plan for the applicable performance period. Bonus pool funding is non-linear based on the percentage of achievement versus target, as shown in the table below.


1H 2021 Bonus Pool Funding Plan—Adjusted EBITDA* Target
(all $ amounts in thousands)	Achievement	Threshold Performance (funding at 25% of target)	Target Performance (funding at 100% of target)	Maximum Performance (funding at 225% of target)
Adjusted EBITDA targets ($)		93,824	104,249	114,674
Achievement vs. target (%)		90	100	110
Bonus pool funding targets ($)		845	3,379	7,603
Adjusted EBITDA
Achievement in dollars ($)(1)	108,979
Achievement vs. target (%)	104.5
Bonus pool funding ($)	4,912


(1)			The 1H 2021 Adjusted EBITDA level of achievement includes an upward adjustment of $8.808 million to account for mandated store closures due to the COVID-19 pandemic during 1H 2021, as provided in the 1H 2021 Plan. The compensation committee also exercised its discretion to adjust the 1H 2021 Adjusted EBITDA level of achievement upward by $0.875 million to account for the financial impact of granting the Supplemental Equity Awards discussed below.


2H 2021 Bonus Pool Funding Plan—Adjusted EBITDA* Target
(all $ amounts in thousands)	Achievement	Threshold Performance (funding at 25% of target)	Target Performance (funding at 100% of target)	Maximum Performance (funding at 225% of target)
Adjusted EBITDA targets ($)		98,183	109,093	125,456
Achievement vs. target (%)		90	100	115
Bonus pool funding targets ($)		952	3,806	8,564
Adjusted EBITDA
Achievement in dollars ($)	125,163
Achievement vs. target (%)	114.7
Bonus pool funding ($)	8,468


*			Adjusted EBITDA is a non-GAAP measure. For a discussion of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to U.S. GAAP (“GAAP”) net income (loss), see “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Non-GAAP Financial Measures” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Once the Adjusted EBITDA performance was determined after the close of each of the 1H 2021 and 2H 2021 performance periods, the funding level of the annual bonus plan for the full year was established. The total bonus pool available under the annual bonus plan, based on the funding level for each performance period, was then allocated to participants in the plan based on the achievement of relevant financial or operational business goals for each of the two six-month performance periods. These specific goals are chosen by the compensation committee based on their impact on our profitability. Goals are designated as either “corporate” or “personal”. Corporate goals are financial or operational goals that are influenced or impacted by the activities of the broader organization. Corporate goals are shared among all executives in order to encourage cross-functional collaboration. Personal goals, when appropriate for the role, are measurable operational or business goals that relate directly to the duties and responsibilities of the individual executive. Each performance goal, whether “corporate” or “personal”, has a designated weighting and related payout at threshold, target and maximum levels of achievement.

As discussed above, the compensation committee chose Adjusted EBITDA, membership growth and franchise net store growth as the corporate performance goals for our 1H 2021 and 2H 2021 bonus plans and established the targets for those goals listed below. The tables below show the range of possible payment levels based on achievement of the applicable performance target. Payment levels between threshold and maximum are determined based on additional defined achievement levels. Under the annual bonus plan, if actual achievement is below 25% of the target amount for any performance metric then no payment would be made in respect of that performance metric.


1H 2021 Annual Bonus Plan Performance Targets (corporate goals only)
	Weighting (%)	Threshold Performance	Target Performance	Maximum Performance
Adjusted EBITDA ($, in thousands)	33	72,975	104,249	135,524
Membership growth (system wide) (#, in thousands)	33	12,999	14,444	15,888
Franchise Net Store Growth (#)	33	10	22	44
Payout percentage (%)		25	100	225


1H 2021 Annual Bonus Plan Performance Targets (corporate & personal goals)
	Weighting (%)	Threshold Performance	Target Performance	Maximum Performance
Adjusted EBITDA ($, in thousands)	30	72,975	104,249	135,524
Membership growth (system wide) (#, in thousands)	30	12,999	14,444	15,888
Franchise Net Store Growth (#)	20	10	22	44
Personal Goal Objective	20
Payout percentage (%)		25	100	225


2H 2021 Annual Bonus Plan Performance Targets (corporate goals only)
	Weighting (%)	Threshold Performance	Target Performance	Maximum Performance
Adjusted EBITDA ($, in thousands)	33	98,183	109,093	125,456
Membership growth (system wide) (#, in thousands)	33	13,961	14,696	15,500
Franchise Net Store Growth (#)	33	45	50	55
Payout percentage (%)		25	100	225


2H 2021 Annual Bonus Plan Performance Targets (corporate & personal goals)
	Weighting (%)	Threshold Performance	Target Performance	Maximum Performance
Adjusted EBITDA ($, in thousands)	30	98,183	109,093	125,456
Membership growth (system wide) (#, in thousands)	30	13,961	14,696	15,500
Franchise Net Store Growth (#)	20	45	50	55
Personal Goal Objective	20
Payout percentage (%)		25	100	225

The target amount of each named executive officer’s annual cash bonus is set as a percentage of his base salary. The target amount for each of our named executive officers was determined pursuant to his respective employment agreement, and, except for Messrs. Fitzgerald and Tucker, has been subsequently adjusted by the compensation committee.

The target bonus opportunity of each of our named executive officers for 2021 is listed in the table below:


Named Executive Officer			Target Bonus Opportunity (as a percentage of base salary)
Christopher Rondeau			120%
Dorvin Lively			100%
Thomas Fitzgerald			60%
Jeremy Tucker			60%
Bill Bode			60%

The 1H 2021 bonus plan was funded at 145.4% of target based on the compensation committee's determination of our achievement of Adjusted EBITDA of $108.979 million (including the adjustments noted above and after applying interpolation as previously set by the compensation committee). The 2H 2021 bonus plan was funded at 222.5% of target based on the compensation committee's determination of our achievement of Adjusted EBITDA of $125.163 million (after applying interpolation as previously set by the compensation committee).

The actual amount earned by Messrs. Rondeau, Lively, Fitzgerald, Tucker and Bode under our 2021 annual bonus plan was determined by the compensation committee based on the level of achievement of the corporate performance goals described above, and for Messrs. Fitzgerald, Tucker and Bode, also based on the level of achievement of the personal performance goals described below. Payment to each of these named executive officers under the 2021 annual bonus plan was determined by multiplying the payout percentage for the applicable performance target by its weighting and then by the named executive officer's target bonus opportunity, subject to adjustment as described below.

Actual achievement of the 2021 corporate performance goals, as applicable to Messrs. Rondeau and Lively were as follows:


Corporate Performance Goal (Weighting)	1H 2021 Performance Result	Level of Achievement (as a % of target)		Bonus Earned (as a % of target (as it relates to each weighting))
Adjusted EBITDA (33%) ($, in thousands)(1)	108,979	104.5	%	38.4	%
Member Growth (system wide) (33%) (#, in thousands)	14,820	102.6	%	42.0	%
Franchise Net Store Growth (33%) (#)	43	195.5	%	72.9	%


(1)			The 1H 2021 Adjusted EBITDA level of achievement includes an upward adjustment of $8.808 million to account for mandated store closures due to the COVID-19 pandemic during 1H 2021, as provided in the 1H 2021 Plan. The compensation committee also exercised its discretion to adjust the 1H 2021 Adjusted EBITDA level of achievement upward by $0.875 million to account for the financial impact of granting the Supplemental Equity Awards discussed below.

Based on the above levels of achievement and the weighting of each applicable corporate performance goal, the cumulative performance level achieved with respect to the corporate performance goals for those executives with only corporate goals was 134.2%, which resulted in a payout of 153.3% of target for 1H 2021.


Corporate Performance Goal (Weighting)	2H 2021 Performance Result	Level of Achievement (as a % of target)		Bonus Earned (as a % of target (as it relates to each weighting))
Adjusted EBITDA (33%) ($, in thousands)	125,163	114.7	%	74.2	%
Member Growth (system wide) (33%) (#, in thousands)	15,235	103.7	%	56.8	%
Franchise Net Store Growth (33%)(#)	80	160.0	%	75.0	%

Based on the above levels of achievement and the weighting of each applicable corporate performance goal, the cumulative performance level achieved with respect to the corporate performance goals for those executives with only corporate goals was 126.1%, which resulted in a payout of 205.9% of target for 2H 2021.

Actual achievement of the 2021 corporate performance goals, as applicable to Messrs. Fitzgerald, Tucker and Bode were as follows:


Corporate Performance Goal (Weighting)	1H 2021 Performance Result	Level of Achievement (as a % of target)		Bonus Earned (as a % of target (as it relates to each weighting))
Adjusted EBITDA (30%) ($, in thousands)(1)	108,979	104.5	%	34.5	%
Member Growth (system wide) (30%) (#, in thousands)	14,820	102.6	%	37.8	%
Franchise Net Store Growth (20%) (#)	43	195.5	%	43.8	%


(1)			The 1 H 2021 Adjusted EBITDA level of achievement includes an upward adjustment of $8.808 million to account for mandated store closures due to the COVID-19 pandemic during 1H 2021, as provided in the 1H 2021 Plan. The compensation committee also exercised its discretion to adjust the 1H 2021 Adjusted EBITDA level of achievement upward by $0.875 million to account for the financial impact of granting the Supplemental Equity Awards discussed below.

Based on the above levels of achievement and the weighting of each applicable corporate performance goal, the cumulative performance level achieved with respect to the corporate performance goals for those executives with corporate and personal goals was 126.5%, which resulted in a payout of 116.1% for 1H 2021.


Corporate Performance Goal (Weighting)	2H 2021 Performance Result	Level of Achievement (as a % of target)		Bonus Earned (as a % of target (as it relates to each weighting))
Adjusted EBITDA (30%) ($, in thousands)	125,163	114.7	%	66.7	%
Member Growth (system wide) (30%) (#, in thousands)	15,235	103.7	%	51.1	%
Franchise Net Store Growth (20%)	80	160.0	%	45.0	%

Based on the above levels of achievement and the weighting of each applicable corporate performance goal, the cumulative performance level achieved with respect to the corporate performance goals for those executives with corporate and personal goals was 121.9%, which resulted in a payout of 162.8% of target for 2H 2021.

If additional bonus pool funds are available after the allocation to participants based on achievement of the corporate performance goals and personal performance goals, if applicable, the remaining funds are then paid to all participants in the plan, allocated proportionally by target bonus amount. For 1H 2021, bonus payments made under the plan based on the achievement of corporate performance goals and personal performance goals, if applicable, totaled $4.203 million, leaving $0.709 million in additional funds available for payment under the plan based on total bonus pool funding of $4.912 million. For 2H 2021, bonus payments made under the plan based on the achievement of corporate performance goals and personal performance goals, if applicable, totaled $6.323 million, leaving $2.145 million in additional funds available for payment under the plan based on total bonus pool funding of $8.468 million. As a result, each plan participant, including each of our named executive officers, received an additional payment under the 2021 annual bonus plan. Each of our named executive officers received an additional payment for 1H 2021 and 2H 2021 representing a 31.5% and 73.7% increase, respectively, in the corporate performance goal portion of their actual bonus payment (which resulted in a 23.9% and 58.3% increase in the 1H 2021 and 2H 2021 total bonus payment for Messrs. Fitzgerald, Tucker and Bode based on the 80% weighting of the corporate performance goal portion of their actual bonus payment).

The individual performance goals specific to Mr. Fitzgerald included the following strategic and operational goals:

•Further develop business partnerships with company leaders (20%)

•Transition investor relations to in-house resources (20%)

•Develop and implement plan to enhance finance team (20%)

•Improve finance processes and controls (20%)

•Successfully refinance securitized debt tranche due in 2022 (20%)

The individual performance goals specific to Mr. Tucker included the following strategic and operational goals:

•Accelerate COVID-19 pandemic reemergence plan (25%)

•Drive 2021 net member growth (25%)

•Lead system-wide marketing transformation (25%)

•Develop 2022 strategic planning and Q1 marketing plan delivery (25%)

The individual performance goals specific to Mr. Bode included the following strategic and operational goals:

•Enhance corporate store leadership and performance (20%)

•Successfully complete vendor management RFPs (20%)

•Drive international business development plan (20%)

•Support franchisees through COVID-19 pandemic reemergence (20%)

•Provide training and leadership development to the system (20%)

Actual achievement of Mr. Fitzgerald’s 2021 personal performance goals was as follows:


Performance Goal	2021 Performance Result (as a % of Target)		Level of Achievement (as a % of Target)		Bonus Payout (as a % of target (as it relates to each weighting))(1)
Personal performance goals (20%)	100.0	%			20.0	%
Develop Business Partnerships (20%)			100.0	%
Transition Investor Relations (20%)			100.0	%
Enhance Finance Team (20%)			100.0	%
Improve Finance Processes & Controls (20%)			100.0	%
Refinance Securitized Debt Tranche (20%)			100.0	%
Corporate performance goals (80%)	124.2	%			182.9	%

(1)Includes a 52.8% additional payment applicable to the corporate performance goal portion of the bonus, which resulted in a 42.1% overall increase in the bonus payment for Mr. Fitzgerald who has an 80% weighting of the corporate performance goal, as discussed above.

Actual achievement of Mr. Tucker’s 2021 personal performance goals was as follows:


Performance Goal	2021 Performance Result (as a % of Target)		Level of Achievement (as a % of Target)		Bonus Payout (as a % of target (as it relates to each weighting))(1)
Personal performance goals (20%)	100.0	%			20.0	%
Accelerate COVID Reemergence (25%)			100.0	%
Drive 2021 Net Member Growth (25%)			100.0	%
Lead Marketing Transformation (25%)			100.0	%
2022 Market Planning & First Quarter Plan Delivery (25%)			100.0	%
Corporate performance goals (80%)	124.2	%			180.9	%

(1)Includes a 52.8% additional payment applicable to the corporate performance goal portion of the bonus, which resulted in a 41.2% overall increase in the bonus payment for Mr. Tucker who has an 80% weighting of the corporate performance goal, as discussed above.

Actual achievement of Mr. Bode’s 2021 personal performance goals was as follows:


Performance Goal	2021 Performance Result (as a % of Target)		Level of Achievement (as a % of Target)		Bonus Payout (as a % of target (as it relates to each weighting))(1)
Personal performance goals (20%)	100.0	%			20.0	%
Corporate Store Leadership & Performance (20%)			100.0	%
Complete Vendor Management RFPs (20%)			100.0	%
International Business Development (20%)			100.0	%
Franchisee COVID-19 Reemergence Support (20%)			100.0	%
System Training & Leadership Development (20%)			100.0	%
Corporate performance goals (80%)	124.2	%			180.9	%

(1)Includes a 52.8% additional payment applicable to the corporate performance goal portion of the bonus, which resulted in a 41.2% overall increase in the bonus payment for Mr. Bode who has an 80% weighting of the corporate performance goal, as discussed above.

Actual achievement of the 2021 corporate and personal performance goals, if applicable, and overall payout, as applicable to Messrs. Rondeau, Lively, Fitzgerald, Tucker and Bode were as follows:



Named Executive Officer	Corporate Performance Goal Achievement (as a % of target)		Personal Performance Goal Achievement (as a % of target)(1)		Overall Bonus Payout (as a % of target)(2)


Christopher Rondeau	130.2	%	—	%	232.6	%
Dorvin Lively	130.2	%	—	%	232.6	%
Thomas Fitzgerald	124.2	%	100.0	%	202.9	%
Jeremy Tucker	124.2	%	100.0	%	200.9	%
Bill Bode	124.2	%	100.0	%	200.9	%

(1)Messrs. Rondeau and Lively did not have personal performance goals as an element of their 2021 target bonus opportunity.

(2)Includes a 52.8% additional payment applicable to the corporate performance goal portion of the bonus (a 42.1% overall increase in the bonus payment for Mr. Fitzgerald and a 41.2% overall increase in the bonus payment for Messrs. Tucker and Bode, who each have an 80% weighting of the corporate performance goal, as discussed above).

Based on the levels of achievement and the weighting of each of the applicable performance goals as set forth above, payment under the annual bonus plan for each of our named executive officers for 2021 was as follows:


Named Executive Officer	Target Bonus Opportunity		2021 Bonus Payment
Christopher Rondeau	$	1,080,000	$	2,512,402
Dorvin Lively	$	565,000	$	1,314,358
Thomas Fitzgerald	$	270,000	$	608,000
Jeremy Tucker	$	231,000	$	464,046
Bill Bode	$	216,000	$	433,913

Long-term incentive awards

Each of our named executive officers is eligible to receive equity awards under our long-term incentive program. Our long-term incentive program is designed to promote stock ownership by our senior management, tie compensation realized to stock price performance and encourage retention of key executives. Our long-term incentive program is a key tool in aligning executive pay with value creation on behalf of shareholders without promoting excessive risk-taking.

2021 changes to long-term incentive awards

In 2019 and 2020, the long-term incentive awards granted to our named executive officers were granted in the form of an equal mix of stock options, restricted stock units and performance share units. The performance share unit awards granted in these two years ("2019 & 2020 Performance Share Awards") were subject to a three-year cliff vesting condition and would have been earned only upon achievement of certain Adjusted EBITDA and same store sales goals. As discussed in our 2021 Proxy Statement, due to the impact of the COVID-19 pandemic on the Company's 2020 performance, which resulted in the temporary closure of each of our stores for a period ranging between approximately two to nine months of the year, we were not able to determine same store sales for 2020. Additionally, when the impact of the COVID-19 pandemic and the uncertainty of the near-term environment were taken together, we anticipated that the Adjusted EBITDA goals for the 2019 & 2020 Performance Share Awards could not be achieved and that, as a result, the performance share units granted in 2019 and 2020 would not have been paid out, even at the threshold level.

The compensation committee believed the loss of two years of performance share unit awards would have negatively impacted the motivation, morale and retention of key employees. In order to retain and adequately compensate the leadership team, which has been critical to the Company's historical success and will continue to be critical to its future achievements, the compensation committee approved supplemental grants that were awarded in 2021 (the "Supplemental Equity Awards") to each recipient of the 2019 & 2020 Performance Share Awards. The Supplemental Equity Awards were granted as stock options and restricted stock units and were based on the number of shares that would have been issued under the 2019 & 2020 Performance Share Awards assuming a target level of achievement. The restricted stock units were granted on a one-for-one basis at a quantity equal to 50% of the performance share units granted pursuant to the 2019 & 2020 Performance Share Awards at target. The stock options were granted based on the ratio of stock options to 50% of the performance share units granted pursuant to the 2019 & 2020 Performance Share Awards at target. The Supplemental Equity Awards were made subject to the same vesting terms and other material terms and conditions as the annual grants of stock options and restricted stock units awarded to our named executive officers, discussed below. In conjunction with the granting of the Supplemental Equity Awards, the 2019 & 2020 Performance Share Awards were cancelled.

Also in recognition of the uncertainty of the near-term business environment, the compensation committee decided to temporarily change our long-term incentive program for 2021, such that performance share units were not granted and instead only stock options and restricted stock units were granted, with the value of each long-term incentive award divided equally between those two components. The 2021 annual grants were issued in addition to the Supplemental Equity Grants described above.

The decisions to make Supplemental Equity Awards, to cancel the 2019 & 2020 Performance Share Awards, and to change to the long-term incentive award program for 2021 were made in consultation with Meridian after analysis of general market and peer group data. They are a reflection of the unique circumstances of the business environment at the time the decisions were made (in the first quarter of 2021) and were intended to ensure our leadership team’s total compensation appropriately recognizes and rewards the team’s contributions to the Company, while providing impactful retentive value. The compensation committee has since determined that the 2022 long-term incentive program will once again include performance share units. In order to transition back to the inclusion of performance share units while recognizing the potential for uncertainty due to the

ongoing COVID-19 pandemic, the compensation committee determined that for the 2022 long-term incentive plan, the performance period will be limited to the Company's fiscal year 2022, with the awards vesting in full on the third anniversary of the grant date.

To determine the size of the 2021 long-term incentive awards granted to our named executive officers, the compensation committee considered the long-term incentive data from the Company’s peer group, based on Meridian’s analysis and recommendations. The compensation committee also considered these factors when determining that the 2021 long-term incentive awards should contain an equal mix of stock options and restricted stock units. Although performance share units were not granted in 2021, the compensation committee considers stock options to be performance-based because no value is created for the stock option awards unless the value of our Class A common stock appreciates after the date the stock options are granted. The Company grants equity awards to our named executive officers, and other key employees, under the Planet Fitness, Inc. 2015 Omnibus Incentive Plan (as amended, the “2015 Plan”).

The compensation committee granted the following awards to our named executive officers in 2021:

•Mr. Rondeau received an option to purchase 83,148 shares of our Class A common stock with a grant date fair value of $3,119,155 (of which, 39,124 options with a grant date fair value of $1,467,655 were granted as a Supplemental Equity Award) and a grant of 34,341 restricted stock units of our Class A common stock with a grant date fair value of $2,690,656 (of which, 13,263 restricted stock units with a grant date fair value of $1,039,156 were granted as a Supplemental Equity Award).

•Mr. Lively received an option to purchase 26,034 shares of our Class A common stock with a grant date fair value of $976,641 (of which 12,856 options with a grant date fair value of $482,266 were granted as a Supplemental Equity Award) and a grant of 10,664 restricted stock units of our Class A common stock with a grant date fair value of $835,589 (of which, 4,355 restricted stock units with a grant date fair value of $341,214 were granted as a Supplemental Equity Award).

•Mr. Fitzgerald received an option to purchase 9,693 shares of our Class A common stock with a grant date fair value of $363,618 (of which, 3,362 options with a grant date fair value of $126,118 were granted as a Supplemental Equity Award) and a grant of 4,196 restricted stock units of our Class A common stock with a grant date fair value of $328,778 (of which, 1,165 restricted stock units with a grant date fair value of $91,278 were granted as a Supplemental Equity Award).

•Mr. Tucker received an option to purchase 7,932 shares of our Class A common stock with a grant date fair value of $297,574 (of which, 2,801 options with a grant date fair value of $105,074 were granted as a Supplemental Equity Award) and a grant of 3,427 restricted stock units of our Class A common stock with a grant date fair value of $268,578 (of which, 971 restricted stock units with a grant date fair value of $76,078 were granted as a Supplemental Equity Award).

•Mr. Bode received an option to purchase 6,961 shares of our Class A common stock with a grant date fair value of $261,140 (of which, 2,163 options with a grant date fair value of $81,140 were granted as a Supplemental Equity Award) and a grant of 3,028 restricted stock units of our Class A common stock with a grant date fair value of $237,274 (of which, 731 restricted stock units with a grant date fair value of $57,274 were granted as a Supplemental Equity Award).

The stock options and restricted stock units granted to our named executive officers in 2021 vest over four years, in four equal installments beginning on the first anniversary of t

SEC Form DEF 14A filed by Planet Fitness Inc.