DEF 14A of Xponential Fitness, Inc.
Filed Apr 25, 2025 · FY20240001140361-25-015745
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS At the Annual Meeting, Mr. Mark Grabowski, is to be elected as a Class I Director to hold office until the annual meeting of stockholders to be held in 2028, until his successor is elected and qualified or until his earlier death, resignation or removal. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the Shares represented thereby for the election of Mark Grabowski as a Class I Director, whose name and biography appears below. In the event that Mr. Grabowski should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board of Directors, or the Board may elect to reduce its size. The Board of Directors has no reason to believe that Mr. Grabowski will be unable to serve if elected. Mr. Grabowski has consented to being named in this proxy statement and to serve if elected.
Human Capital Management Committee
| • | reviewing and recommending to our Board of Directors the compensation of our directors; |
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation paid to our named executive officers (“NEOs”) that is attributable to services performed during the fiscal years ended December 31, 2024, and 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation(3) ($) | Total ($) | | Mark King(4) Chief Executive Officer | 2024 | 400,000 | — | 4,478,961 | — | 7,710 | 4,886,671 | | John Meloun Chief Financial Officer | 2024 | 425,000 | — | 501,435 | — | 35,536 | 961,971 | | | 2023 | 367,747 | 643,814 | 182,670 | — | 31,239 | 1,225,470 | | Andrew Hagopian Chief Legal Officer | 2024 | 374,231 | — | 501,435 | — | 27,166 | 902,832 | | | 2023 | 308,846 | 175,678 | 3,599,142 | — | 8,735 | 4,092,401 | | Brenda Morris(5) Interim Chief Executive Officer | 2024 | 135,000 | 43,333 | 211,104 | — | 221,091 | 610,528 | | Anthony Geisler(6) Former Chief Executive Officer | 2024 | 253,846 | — | — | — | 154,464 | 408,310 | | | 2023 | 600,000 | 648,973 | 695,886 | — | 22,754 | 1,967,613 | | Sarah Luna(7) Former President | 2024 | 433,269 | — | 527,720 | — | 24,806 | 985,795 | | | 2023 | 308,438 | 184,546 | 194,513 | — | 17,122 | 704,619 |
Summary Compensation Table
| (1) For 2024, represents a special cash bonus of $43,333 for Ms. Morris approved on June 13, 2024, by the Human Capital Management Committee, in recognition of her performance in 2024 as Interim Chief Executive Officer. For 2023, represents the aggregate grant date fair value of the discretionary 2023 annual bonuses, which were paid in the form of fully vested restricted stock units (“RSUs”) to the applicable NEO in February 2024, calculated in accordance with FASB Accounting Standards Codification Topic 718 (“ASC 718”), as well as a special one-time cash bonus of $400,000 for Mr. Meloun. |
Summary Compensation Table
| (2) Represents the aggregate grant date fair value of time-based RSU awards, and for Mr. King also a performance-based RSU award, calculated in accordance with ASC 718. The underlying assumptions made for this valuation are set forth in Note 14 to our consolidated financial statements for the year ended December 31, 2024,included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |
Summary Compensation Table
| (3) Represents matching contributions to our 401(k) plan, and our payments to cover the employee portion of medical and dental insurance coverage for each NEO,excluding Ms. Morris. For Mr. Geisler, this amount also includes our payments for parking expenses of $931 for 2024 and $21,600 for 2023. For Mr. Meloun, this amount also includes reimbursement of travel fees totaling $25,000 for each year presented. For Ms. Morris, this amount is the compensation she received for her service as a non-employee director for the year ended December 31, 2024. See “Non-Employee Director Compensation” below for details of Ms. Morris’s compensation for her service on our Board of Directors. |
Summary Compensation Table
| (4) Mr. King commenced employment as Chief Executive Officer on June 17, 2024. |
Summary Compensation Table
| (5) Ms. Morris served as Interim Chief Executive Officer from May 10, 2024, to June 17, 2024. |
Summary Compensation Table
| (6) Mr. Geisler was suspended by our Board of Directors on May 10, 2024, and subsequently resigned as Chief Executive Officer on May 13, 2024. |
Summary Compensation Table
| (7) Ms. Luna resigned as President in December 2024. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table sets forth information concerning outstanding equity incentive plan awards for our NEOs as of the end of our fiscal year ended December 31, 2024.
Outstanding Equity Awards at Fiscal Year End
| | Stock Awards | | | Name(1) | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(2) | | Mark King | 323,749(3) | 4,354,424 | | John Meloun | 176,142(4) | 2,369,110 | | Andrew Hagopian | 218,695(5) | 2,941,448 |
Outstanding Equity Awards at Fiscal Year End
| (1) Mr. Geisler and Ms. Luna had no outstanding awards as of December 31, 2024. Ms. Morris had no outstanding awards in connection with her service as Interim Chief Executive Officer as of December 31, 2024. See “Non-Employee Director Compensation” below for details of Ms. Morris’s outstanding equity awards for her service on our Board of Directors. |
Outstanding Equity Awards at Fiscal Year End
| (2) Represents the value of each award based on the closing price per share of our Class A common stock on December 31, 2024, of $13.45. |
Outstanding Equity Awards at Fiscal Year End
| (3) Represents (i) 161,875 RSUs granted on June 17, 2024, of which 25% vests on each of the 12-, 24-, 30-, and 36-month anniversaries of |
Outstanding Equity Awards at Fiscal Year End
June 17, 2024, and (ii) 161,874 RSUs granted on June 17, 2024, which will vest in three substantially equal amounts if, during the 36-month period following June 17, 2024, the closing price of our Class A common stock, as reported on the New York Stock Exchange, equals or exceeds $16, $25, or $30, respectively, for 20 consecutive trading days, subject to continued service through each respective vesting date.
Outstanding Equity Awards at Fiscal Year End
| (4) Represents the unvested portion of (i) 241,592 RSUs granted on March 4, 2022, and (ii) 55, 346 RSUs granted on May 31, 2024, of which 25% vests annually over four years on the anniversary of the grant date, subject to continued service through each respective vesting date. |
Outstanding Equity Awards at Fiscal Year End
| (5) Represents the unvested portion of (i) 200,000 RSUs granted on October 9, 2023, of which 25% vests annually over four years on the anniversary of the grant date, (ii) 20,021 RSUs granted on February 23, 2023, of which 33% vest annually over three years on the anniversary of the grant date, and (iii) 55,346 RSUs granted on May 31, 2024, of which 25% vests annually over four years on the anniversary of the grant date, subject to continued service through each respective vesting date. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
Non-Employee Director Compensation
Non-Employee Director Compensation In connection with our IPO, we adopted an Outside Director Compensation Policy, and such policy was subsequently updated effective as of July 1, 2024 (the “Policy”). Our non-employee directors receive equity awards and cash retainers pursuant to the Policy as compensation for service on our Board of Directors and its committees. The Policy is intended to enable us to attract qualified non-employee directors, provide them with compensation at a level that is consistent with our compensation objectives and, in the case of equity-based compensation, align their interests with those of our stockholders. Under the updated Policy, non-employee directors will receive the following annual cash retainers, payable in quarterly installments:
Non-Employee Director Compensation
| • | Board member: $80,000 (increased from $78,750) |
Non-Employee Director Compensation
| • | Non-executive board chair: $55,000 (increased from $52,500) |
Non-Employee Director Compensation
| • | Lead director: $22,000 (increased from $21,000) |
Non-Employee Director Compensation
| • | Audit committee chair: $20,000 (increased from $18,900) |
Non-Employee Director Compensation
| • | Audit committee member: $12,000 (increased from $9,975) |
Non-Employee Director Compensation
| • | Human Capital Management committee chair: $15,000 (increased from $13,125) |
Non-Employee Director Compensation
| • | Human Capital Management committee member: $10,000 (increased from $7,875) |
Non-Employee Director Compensation
| • | Nominating and Corporate Governance committee chair: $12,000 (increased from $10,500) |
Non-Employee Director Compensation
| • | Nominating and Corporate Governance committee member: $8,000 (increased from $5,250) |
Non-Employee Director Compensation
Under the updated Policy, our non-employee directors can elect to receive RSUs in lieu of cash for all or a portion of their annual retainer. The number of RSUs granted is determined by dividing the value of the aggregate amount of cash fees earned by the average closing selling price per Class A common stock at the close of regular hours trading on the New York Stock Exchange for the 10 trading days prior to, and including, the grant date. In addition, we will reimburse all of our non-employee directors for their reasonable travel expenses incurred in attending meetings of our Board of Directors or committees. Our non-employee directors may also be eligible to receive other compensation and benefits, including reasonable personal benefits and perquisites, as determined by the Board of Directors from time to time. Under the updated Policy, non-employee directors will also receive equity-based awards with a grant date value of $110,000, subject to continued service on the Board through the applicable vesting date(s) (which amount will be pro-rated, as applicable, for new directors). We granted a number of RSUs on May 30, 2024, to Ms. Morris (9,888 RSUs), Mr. Grabowski (9,888 RSUs), Ms. Grayson (9,888 RSUs), Mr. Clarke (9,888), Mr. Lawrence (9,888), and on November 16, 2024, to Mr. Haase (4,146 RSUs), which are eligible to vest, subject to continued service, on May 21, 2025. Messrs. Lawrence and Grabowski have each elected to receive RSUs in lieu of cash for a portion of their annual cash retainer, commencing with the October 2024 retainer payment. Accordingly, we granted fully vested RSUs on October 1, 2024, to Mr. Lawrence (2,037 RSUs), and Mr. Grabowski (2,645 RSUs), instead of paying them a cash amount for that quarterly installment. Pursuant to our OIP, the maximum number of shares of our Class A common stock subject to an award granted during a single fiscal year to any non-employee director, taken together with any cash fees paid during the fiscal year, in respect to the non-employee director’s service as a member of our Board of Directors during such year, may not exceed $650,000 in total value or for newly appointed non-employee directors, $1,000,000 in total value during the initial annual period, in each case calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes. The table below shows the equity and other compensation granted to our non-employee directors for fiscal 2024.
Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Brenda Morris(2) | 128,638 | 92,453 | 221,091 | | Mark Grabowski | 99,375 | 123,849(3) | 223,224 | | Chelsea A. Grayson | 147,799 | 92,453 | 240,252 | | Jair Clarke | 117,050 | 92,453 | 209,503 | | Jeffrey Lawrence(4) | 45,744 | 123,784(3) | 169,528 | | Bruce Haase | 15,522 | 62,024 | 77,546 |
Non-Employee Director Compensation
| (1) Represents the aggregate grant date fair value of the RSUs awarded in 2024 computed in accordance with ASC 718. As of December 31, 2024, our non-employee directors held unvested RSUs in the following amounts: Ms. Morris: 9,888, Mr. Grabowski: 9,888, Ms. Grayson: 9,888, Mr. Clarke: 9,888, Mr.Lawrence: 9,888, and Mr. Haase: 4,146. |
Non-Employee Director Compensation
| (2) Amounts listed herein for Ms. Morris excludes the compensation she received for her service as Interim Chief Executive Officer from May 10, 2024, to June 17, 2024. See “Summary Compensation Table” above for details of Ms. Morris’s compensation as Interim Chief Executive Officer. Ms. Morris will serve her current term as a Class I director expiring at the Annual Meeting and will not continue as a Board member. The Board of Directors extends its sincere appreciation to Ms. Morris for her service to the Company. |
Non-Employee Director Compensation
| (3) Includes the full grant date fair value of fully vested RSUs, that were awarded to Messrs. Grabowski and Lawrence pursuant to each non-employee director’s election under the Policy commencing in October 2024 to receive all or a portion of his annual cash retainer (including any cash retainers for service on a committee) in the form of RSUs, calculated in accordance with ASC 718. |
Non-Employee Director Compensation
| (4) Mr. Lawrence informed the Board on April 21, 2025 that he was not standing for re-election at the Annual Meeting. The Board of Directors extends its sincere appreciation to Mr. Lawrence for his service to the Company. |