Exhibit 10.17



 Exhibit 10.17 

MINDBODY, INC. 
 OUTSIDE
DIRECTOR COMPENSATION POLICY 
 Adopted and approved May 22, 2015, and effective as of the Registration Date (the “Effective
Date”) 
 MINDBODY, Inc. (the “Company”) believes that the granting of compensation to the members of the Board of
Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (the “Outside
Directors”). This Outside Director Compensation Policy (the “Policy”) is intended to formalize the Company’s policy regarding grants of equity to its Outside Directors. Unless otherwise defined herein, capitalized
terms used in this Policy will have the meaning given such term in the Company’s 2015 Equity Incentive Plan (the “Plan”). Each Outside Director will be solely responsible for any tax obligations incurred by such Outside
Director as a result of the equity awards such Outside Director receives under this Policy. 
 This Policy will be effective as of Effective
Date. 
  

	 	1.	CASH RETAINERS 

 Annual Cash
Retainers 
 No Outside Director will receive fees or other compensation on a per-meeting basis for attendance at meetings of the Board
or its committees. 
 Effective as of the Company’s first annual meeting of the Company’s stockholders (“Annual
Meeting”) following the Effective Date, each Outside Director will be eligible for the following annual cash retainers for certain Board and/or committee service: 
  

									
	 Board Member
	  				  	$	32,000	  
			
	 Lead Independent Director (additional)
	  				  	$	10,000	  
			
	 Chairperson (additional)
	  				  	$	20,000	  
			
	Committee Awards:	  	Chair	 	  	Member	 
			
	 Audit
	  	$	20,000	  	  	$	7,500	  
			
	 Compensation
	  	$	10,500	  	  	$	5,000	  
			
	 Nominating and Corporate Governance
	  	$	6,500	  	  	$	3,000	  

 Payment 

Each annual cash retainer under this Policy will be paid quarterly in arrears on a prorated basis to each Outside Director who has served in
the relevant capacity at any point during the immediately preceding Company fiscal quarter, and such payment shall be made no later than thirty (30) days following the end of the applicable Company fiscal quarter (such payment date, a
“Payment Date”). 







 Election for Cash Retainers to be Paid in Stock 

Each Outside Director may elect that payment of the cash retainers under this Policy be settled in the form of fully-vested Restricted Stock
under the Plan. An election under this paragraph must be made in an open trading window under the Company’s Insider Trading Policy by notification to the Company’s General Counsel and such election must occur no later than one month prior
to the end of the Company fiscal quarter in which the relevant cash retainer otherwise is to be paid (the “Election Deadline”) for the election to be effective with respect to such cash retainer. An election shall remain in effect
for cash retainers payable thereafter unless otherwise changed by the Outside Director in an open trading window by notification to the Company’s General Counsel prior to the Election Deadline for the applicable cash retainer. Each payment in
the form of fully vested Restricted Stock shall (i) be made on the same Payment Date as a cash retainer payment and (ii) cover a number of Shares equal to the U.S. dollar amount of the applicable cash retainer payment, divided by
the Fair Market Value of a Share on the last day of the applicable Company fiscal quarter, rounded down to the nearest whole Share. For clarity, absent any election under this paragraph, cash retainers shall be paid in cash. 

 

	 	2.	EQUITY COMPENSATION 

 Outside
Directors will be entitled to receive all types of Awards (except Incentive Stock Options) under the Plan (or the applicable equity plan in place at the time of grant), including discretionary Awards not covered under this Policy. All grants of
Awards to Outside Directors pursuant to this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions: 

(a) No Discretion. No person will have any discretion to select which Outside Directors will be granted any Awards under this Policy or
to determine the number of Shares to be covered by such Awards. 
 (b) Initial Awards. Subject to Section 11 of the Plan, each
person who first becomes an Outside Director following the Effective Date , and, beginning with the first Annual Meeting following the effective date of this Policy, automatically will be granted an award of equity that may include Options,
Restricted Stock Units or other form of Award, or a mix of different forms of Award with a total Value of $350,000 (an “Initial Award”) (with the number of Shares subject thereto determined based on that total Value, but rounded
down to the nearest whole Share), which will become effective on the date the person first becomes an Outside Director, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy; provided, however,
that a Director who is an Employee (an “Inside Director”) who ceases to be an Inside Director, but who remains a Director, will not receive an Initial Award. Unless otherwise determined by the Board and/or the Compensation
Committee, the Initial Award shall be in the form of Restricted Stock Units. Subject to Section 4 below and Section 14 of the Plan, each Initial Award will vest as to one-fourth (1/4) of the shares subject to the Initial Award on each
anniversary of the date of grant, in each case subject to the Outside Director continuing to be a Service Provider through the applicable vesting date. 

  
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 (c) Annual Awards. Subject to Section 11 of the Plan, on the date of each Annual
Meeting beginning with the first Annual Meeting following the Effective Date, each Outside Director automatically will be granted an Award with a total Value equal to $180,000, subject to pro-ration as set forth in the following paragraph (an
“Annual Award”) (with the number of Shares subject thereto determined based on that total Value, but rounded down to the nearest whole Share); provided, however, that an Annual Award will not be granted to any Outside Director who
is not continuing as a Director following the applicable Annual Meeting. Unless otherwise determined by the Board and/or the Compensation Committee, the Annual Award and/or any Pro Rata Annual Award (as defined below) shall be in the form of
Restricted Stock Units. 
 If as of the date of an Annual Meeting, an Outside Director had not been an Outside Director as of the previous
Annual Meeting, then he or she will not be granted a full Annual Award and instead will be granted a pro-rated Annual Award (“Pro Rata Annual Award”) with a total Value equal to the result of (x) $180,000 multiplied by
(y) a fraction (i) the numerator of which is the number of months he or she has served as an Outside Director (including any portions of a month) since he or she first became an Outside Director (such number not to exceed twelve
(12) and (ii) the denominator which is twelve (12); provided that the number of Shares subject to the Pro Rata Annual Award will be rounded down to the nearest whole Share. For clarity, each Outside Director who has been an Outside
Director for the full one- year period prior to first Annual Meeting following the Effective Date will receive a full Annual Award. 

Subject to Section 4 below and Section 14 of the Plan, each Annual Award will vest in full on the earlier of (i) the day prior
to the next Annual Meeting held after the date of grant or (ii) the first anniversary of the date of grant, in each case subject to the Outside Director continuing to be a Service Provider through the applicable vesting date. 

(c) Value. For purposes of this Policy, “Value” means (i) with respect to any award of RSUs, the Fair Market
Value of the Shares subject thereto on the grant date of the award, or such other methodology the Board or the Compensation Committee of the Board (the “Compensation Committee”) may determine prior to the grant of the RSUs becoming
effective, as applicable (ii) with respect to any award of stock options, the grant date fair value of such award as determined in accordance with ASC Topic 718 and the methods for determining stock-based compensation as set forth in the
Company’s audited financial statements, or such other methodology the Board or the Compensation Committee may determine prior to the grant of the stock options. 
  

	 	3.	ADDITIONAL PROVISIONS 

 All
provisions of the Plan not inconsistent with this Policy will apply to Awards granted to Outside Directors. 
  

	 	4.	ADJUSTMENTS 

 In the event that any dividend or
other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of
Shares or 

  
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other securities of the Company or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the
benefits or potential benefits intended to be made available under this Policy, will adjust the number of Shares issuable pursuant to Awards granted under this Policy. 
  

	 	5.	REVISIONS 

 The Board or the Compensation Committee,
in their respective discretion, may change and otherwise revise the terms of Awards granted under this Policy, including, without limitation, the number of Shares subject thereto, for Awards of the same or different type granted on or after the date
the Board or the Compensation Committee determines to make any such change or revision. 

  
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