DEF 14A of Xponential Fitness, Inc.
Filed Apr 24, 2026 · FY20250001140361-26-016695
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS At the Annual Meeting, Ms. Rachel H. Lee and Ms. Lily Yang are to be elected as Class II Directors to hold office until the annual meeting of stockholders to be held in 2029, until their respective successor is elected and qualified or until such director’s 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 each of Rachel H. Lee and Lily Yang as Class II Directors, whose name and biographies appear below. In the event that either or both Ms. Lee or Ms. Yang 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 or nominees 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 either of Ms. Lee or Ms. Yang will be unable to serve if elected. Ms. Lee and Ms. Yang have each consented to being named in this proxy statement and to serve if elected.
Nominees For Class II Directors (term to expire at the 2029 annual meeting of stockholders)
Nominees For Class II Directors (term to expire at the 2029 annual meeting of stockholders) Ms. Rachel H. Lee and Ms. Lily Yang are each nominees for election to the Board of Directors as Class II Directors. Ms. Lee’s and Ms. Yang’s respective principal occupations and business experience are as follows: Ms. Lee has served on our Board of Directors since August 2025. She is an experienced public company director and former private equity partner. Ms. Lee currently serves on the boards of directors of the Applied Digital Corporation (NASDAQ: APLD), a designer, builder and operator of high-performance data centers and colocation services for artificial intelligence workloads since February 2024, and Bank of Hope (NASDAQ: HOPE), the largest Korean American bank in the United States since May 2024. Previously, Ms. Lee spent almost 15 years at Ares Management Corporation (NYSE: ARES) (from 2008 to 2022), a global alternative asset manager, most recently as Partner and Head of the Consumer Private Equity practice, where she oversaw strategy and deal execution across the full investment lifecycle. While at Ares, she served on the board of directors at Cooper’s Hawk Winery and Restaurants from 2019 to 2022, Floor and Decor (NYSE: FND) from 2015 to 2021, and Insight Global from 2014 to 2016, among others. Prior to joining Ares, Ms. Lee was in the investment banking division at JPMorgan Chase & Co. (NYSE: JPM), where she participated in the execution of a variety of transactions, including leveraged buyouts, mergers and acquisitions, and debt and equity financings. Ms. Lee holds a B.S. in Business Administration and a B.S. in Accounting from the University of Southern California. We believe Ms. Lee is qualified to serve on our Board of Directors based on her extensive experience in public company board governance, mergers and acquisitions, strategic planning and capital allocation. She has also been determined by our Board to be an audit committee financial expert. Ms. Yang has served on our Board of Directors since June 2025. Ms. Yang has approximately 30 years of experience in roles of increasing responsibility in finance and accounting across technology, healthcare, fitness and other high growth industries. Most recently, Ms. Yang served as the Chief Financial Officer of Strava, Inc., an online software platform catering to athletes, from November 2021 to July 2025. Since July 2025, she has served as an advisor to Strava. Prior to her role at Strava, she served as the Chief Accounting Officer of Pinterest, Inc. (NASDAQ: PINS), a visual discovery and inspiration platform, where she was instrumental in taking the company from late stage private to public in 2019. Ms. Yang also served as the Vice President of Finance and Accounting at Medivation Inc. from 2015-2017 and worked at Gilead Sciences, Inc. from 2003-2015, where she finished her tenure as Vice President and Corporate Controller. Ms. Yang currently serves on the board of directors of CSG (NASDAQ: CSGS), a customer engagement, revenue management and payments solutions company. Ms. Yang holds a BS in Accounting and Managerial Information Systems from Boston University. We believe Ms. Yang is qualified to serve on our Board based on her extensive experience in finance and accounting. She has also been determined by our Board to be an audit committee financial expert. Class I and Class III members of the Board of Directors: The other members of the Board of Directors who are Class III Directors (terms to expire at the 2027 annual meeting of stockholders) and Class I Director (terms to expire at the 2028 annual meeting of stockholders) are as follows (with information as of April 24, 2026):
Nominees For Class II Directors (term to expire at the 2029 annual meeting of stockholders)
| Name | Class | Age | Served as a Director Since | Position | | Mark Grabowski | I | 50 | 2017 | Chairman of the Board | | Michael Nuzzo | III | 55 | 2025 | Director and Chief Executive Officer | | Nicole Parent Haughey | III | 55 | 2026 | Director |
Nominees For Class II Directors (term to expire at the 2029 annual meeting of stockholders)
The principal occupations and business experience of each of Class I and Class III Directors are as follows:
Human Capital Management Committee
| • | reviewing and recommending to our Board of Directors the compensation of our non-employee directors; |
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation earned by our named executive officers (“NEOs”) that is attributable to services performed during the fiscal years indicated. We have omitted from this table certain columns if no NEO received such types of compensation during the fiscal years covered.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Michael Nuzzo(4) Chief Executive Officer | 2025 | 324,627 | 800,000 | 3,566,482 | — | 4,691,109 | | Mark King(5) Former Chief Executive Officer | 2025 | 519,900 | — | — | — | 519,900 | | | 2024 | 400,000 | — | 4,478,961 | 7,710 | 4,886,671 | | Gavin O’Connor(6) Chief Legal Counsel, Chief Administrative Officer and Secretary | 2025 | 72,992 | 330,000 | 817,456 | — | 1,220,448 | | Timothy Weiderhoft(7) Chief Operating Officer, North America | 2025 | 376,231 | 96,250 | 1,072,230 | 11,586 | 1,556,297 | | John Kawaja(8) Former President, North America | 2025 | 289,231 | — | 1,143,712 | 318,750 | 1,751,693 |
Summary Compensation Table
| (1) For 2025 represents (i) a discretionary bonus paid to Messrs. Nuzzo and Weiderhoft and (ii) a guaranteed bonus paid to Mr. O’Connor pursuant to his employment agreement. |
Summary Compensation Table
| (2) Represents the aggregate grant date fair value of time-based restricted stock unit awards (“RSUs”), granted to the NEO, calculated in accordance with ASC 718. For Mr. Nuzzo this amount also includes performance-based RSU awards (“PSUs”), calculated in accordance with ASC 718. The underlying assumptions made for this valuation are set forth in Note 12 to our consolidated financial statements for the year ended December 31, 2025, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |
Summary Compensation Table
| (3) Represents matching contributions we have made to our 401(k) plan for the NEO, and our payments to cover the employee portion of medical and dental insurance coverage for the NEO. For Mr. Kawaja this amount includes $318,750 of cash severance benefits paid during December 31, 2025 pursuant to his employment agreement. |
Summary Compensation Table
| (4) Mr. Nuzzo commenced employment as Chief Executive Officer on August 7, 2025. |
Summary Compensation Table
| (5) Mr. King served as our Chief Executive Officer from June 17, 2024 through his employment termination on August 7, 2025. |
Summary Compensation Table
| (6) Mr. O’Connor commenced employment as our Chief Legal Counsel and Administrative Officer on November 14, 2025. |
Summary Compensation Table
| (7) Mr. Weiderhoft commenced employment as our Chief Operating Officer, North America on January 13, 2025. |
Summary Compensation Table
| (8) Mr. Kawaja served as our President, North America from January 13, 2025 through his employment termination on September 5, 2025. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table sets forth information concerning outstanding equity incentive plan awards for our NEOs as of the end of our fiscal year ended December 31, 2025.
Outstanding Equity Awards at Fiscal Year End
| | Stock Awards | | | | | Name(1) | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units, or other rights that have not vested | | Michael Nuzzo | 216,369(2) | 1,780,717 | 216,369(2) | 1,780,717 | | Gavin O’Connor | 137,851(3) | 1,134,514 | — | — | | Timothy Weiderhoft | 71,482(4) | 588,297 | — | — |
Outstanding Equity Awards at Fiscal Year End
| (1) Represents the value of each outstanding award based on the closing price per share of our Class A common stock on December 31, 2025, of $8.23. |
Outstanding Equity Awards at Fiscal Year End
| (2) Represents (i) 216,369 RSUs granted on August 21, 2025, of which 25% vests on each of the 12-, 24-, 30-, and 36-month anniversaries of August 7, 2025, and (ii) 216,369 PSUs granted on August 21, 2025, which will vest in three substantially equal amounts if, during the 36-month period following August 7, 2025, 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 Mr. Nuzzo’s continued employment through each respective vesting date. |
Outstanding Equity Awards at Fiscal Year End
| (3) Represents the unvested portion of 137,851 RSUs granted on November 24, 2025, of which 33% vests annually over three years on the anniversary of the grant date, subject to Mr. O’Connors continued service through each respective vesting date. |
Outstanding Equity Awards at Fiscal Year End
| (4) Represents the unvested portion of 71,482 RSUs granted on January 13, 2025, of which 33% vests annually over three years on the anniversary of the grant date, subject to Mr. Weiderhoft’s 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 Our non-employee directors receive equity awards and cash retainers pursuant to our Outside Director Compensation Policy, which we last updated on July 1, 2024 (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 the non-employee directors 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 |
Non-Employee Director Compensation
| • | Non-executive board chair: $55,000 |
Non-Employee Director Compensation
| • | Lead director: $22,000 |
Non-Employee Director Compensation
| • | Audit committee chair: $20,000 |
Non-Employee Director Compensation
| • | Audit committee member: $12,000 |
Non-Employee Director Compensation
| • | Human Capital Management committee chair: $15,000 |
Non-Employee Director Compensation
| • | Human Capital Management committee member: $10,000 |
Non-Employee Director Compensation
| • | Nominating and Corporate Governance committee chair: $12,000 |
Non-Employee Director Compensation
| • | Nominating and Corporate Governance committee member: $8,000 |
Non-Employee Director Compensation
Pursuant to the 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 price of our Class A common stock for the 10 trading days prior to, and including, the grant date. In 2025, Mr. Grabowski and Bruce Haase, Ms. Lee and Ms. Yang each elected to receive RSUs in lieu of cash for their annual cash retainer. Accordingly, in lieu of the cash payments that would typically be made for the applicable quarterly installment, we granted fully vested RSUs on four separate dates during 2025, resulting in aggregate grants of 15,162 RSUs to Mr. Grabowski, 12,804 RSUs to Mr. Haase, 3,970 RSUs to Ms. Lee, and 6,904 RSUs to Ms. Yang. Further, pursuant to the Policy, non-employee directors receive an annual equity-based award with a grant date value of $110,000, subject to their continued service on our Board of Directors through the applicable vesting date (which amount will be pro-rated, as applicable, for new directors). We granted 12,511 RSUs on May 21, 2025, to each of Mr. Grabowski, Jair Clarke, Mr. Haase and Chelsea A. Grayson, which for Mr. Grabowski will be eligible to vest on the earlier of (x) the date of our 2026 Annual Meeting or (y) May 21, 2026. Messrs. Clarke and Haase and Ms. Grayson each resigned from the Board on April 1, 2026, and forfeited their outstanding RSUs. In connection with their respective commencement of service on our Board, on June 16, 2025, we granted 11,620 RSUs to Ms. Yang, and on August 25, 2025, we granted 9,221 RSUs to Ms. Lee. These RSU awards are eligible to vest, subject to continued service, on the earlier of (x) the date of our 2026 Annual Meeting or (y) May 21, 2026. Pursuant to our OIP, the maximum number of shares of our Class A common stock that may be granted during a single fiscal year to a non-employee director, together with any cash fees paid during the fiscal year, may not exceed $650,000 in total value or for newly appointed non-employee directors, $1,000,000 in total value during the initial annual period, in each case calculated using the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes. In addition to annual cash and equity awards, we reimburse all our non-employee directors for their reasonable travel expenses incurred in attending meetings of our Board of Directors or committees. Our non-employee directors are eligible to receive other compensation and benefits, including reasonable personal benefits and perquisites, as determined by our Board of Directors from time to time. The table below shows the cash and equity compensation awarded to our non-employee directors for fiscal 2025.
Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Jair Clarke | 122,000 | 103,591 | 225,591 | | Mark Grabowski | — | 234,733 | 234,733 | | Chelsea A. Grayson | 125,500 | 103,591 | 229,091 | | Bruce Haase | — | 212,760 | 212,760 | | Jeffrey Lawrence(2) | 26,000 | 25,703 | 51,703 | | Rachel Lee | — | 109,464 | 109,464 | | Brenda Morris(2) | 70,000 | — | 70,000 | | Lily Yang | — | 148,892 | 148,892 |
Non-Employee Director Compensation
| (1) Represents the aggregate grant date fair value of the RSUs awarded in 2025 and computed in accordance with ASC 718. For Messrs. Grabowski and Haase, Ms. Lee and Ms. Yang, also includes the full grant date fair value of fully vested RSUs that were awarded to the non-employee director pursuant to each non-employee director’s election under the Policy to receive all or a portion of his or her 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
| (2) Ms. Morris and Mr. Lawerence each left our Board of Directors on May 20, 2025, and forfeited all outstanding RSUs. |