The proxy reveals a deliberate compensation redesign that reduced base salaries for most NEOs to $850k with a new 20% target bonus, shifting to a larger PSU mix (30% of equity). The 139% PSU achievement (78% revenue, 200% FCF) drove 114.3% bonus payout. The board's recommendation for triennial say-on-pay every three years aligns with the prior 82.3% approval. Monitor the December 8 meeting for any dissident voting patterns and the final say-on-frequency outcome.
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Executive Summary
Peloton's 2026 definitive proxy statement sets the agenda for the December 8, 2026 annual meeting, including the election of Class I director Angel L. Mendez, ratification of Ernst & Young as auditor, and a non-binding advisory vote on the frequency of future say-on-pay votes (board recommends every three years). The filing details a comprehensive executive compensation redesign for FY2026 that reduced base salaries for most NEOs while introducing performance-based annual cash bonuses and increasing the PSU mix to 30% of long-term incentives. CEO Peter Stern received total compensation of $32.97M (SCT), including $30.06M in stock awards, while the company reported a return to profitability with $63.2M net income on $2.446B revenue (down 1.8% YoY). The filing also notes the departure of director Pamela Thomas-Graham and the recent DEFA14A filing providing notice of the meeting.
Key Facts
- FY2026 revenue of $2,446.0 million, a 1.8% year-over-year decrease from FY2025
- Net income of $63.2 million, a $182.1 million improvement from net loss of $118.9 million in FY2025
- CEO Peter Stern's total compensation for FY2026: $32,966,539 (SCT), including $30,057,551 in stock awards
- Cash bonus payout at 114.3% of target for FY2026 based on Adjusted EBITDA of $468.2M and strategic imperatives
- Free Cash Flow of $377.6 million, a $53.9 million improvement year-over-year
- Board recommends holding future say-on-pay votes every three years
- Director Pamela Thomas-Graham not standing for reelection
- 82.3% stockholder support at last say-on-pay vote
Financial Impact
FY2026 revenue $2.446B (down 1.8% YoY), net income $63.2M (vs -$118.9M loss), Free Cash Flow $377.6M (up $53.9M improvement)
Risk Factors
- Revenue decline of 1.8% YoY despite net income improvement
- CEO pay ratio of 174:1 vs median employee
- Restructuring expense of $17.9 million
- Impairment expense of $34.6 million
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001193125-26-430514 |
| Document: 0001193125-26-430514-index-headers.html | 0001193125-26-430514 |
| Document: 0001193125-26-430514-index.html | 0001193125-26-430514 |
| Document: 0001193125-26-430514.txt | 0001193125-26-430514 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 23, 2026 3d ago | DEFA14A | $5.37 | awaiting T+60 | — | $5.25 (−2.24%) |
Oct 23, 2026 3d ago | DEF 14A | $5.37 | awaiting T+60 | — | $5.25 (−2.24%) |
Oct 23, 2026 3d ago | Institutional Cluster | $5.37 | awaiting T+60 | — | $5.25 (−2.23%) |
Oct 22, 2026 4d ago | Press Release | $5.46 | awaiting T+60 | — | $5.25 (−3.85%) |
Oct 22, 2026 4d ago | Insider Cluster | $5.37 | awaiting T+60 | — | $5.25 (−2.23%) |
Oct 13, 2026 13d ago | 8-K | $5.22 | awaiting T+60 | — | $5.25 (+0.57%) |
Sep 25, 2026 4w ago | Court Ruling | $4.80 | awaiting T+60 | — | $5.25 (+9.38%) |
Aug 21, 2026 9w ago | Insider Cluster | $5.36 | awaiting T+60 | — | $5.25 (−2.05%) |
Aug 18, 2026 9w ago | Insider Cluster | $5.47 | awaiting T+60 | — | $5.25 (−4.02%) |
Aug 18, 2026 9w ago | Insider Cluster | $5.47 | awaiting T+60 | — | $5.25 (−4.02%) |
US Market Status
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