DEF 14A of Life Time Group Holdings, Inc., Mar 14, 2024

DEF 14A of Life Time Group Holdings, Inc.

Filed Mar 14, 2024 · FY20230001869198-24-000018

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The Board of Directors is presently divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to the directors whose terms will then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified. Class I directors, with a term expiring at the 2025 annual meeting of stockholders, consist of Bahram Akradi, David Landau, Alejandro Santo Domingo and Andres Small; Class II directors, with a term expiring at the 2026 annual meeting of stockholders, consist of Joel Alsfine, Jonathan Coslet, J. Kristofer Galashan and Stuart Lasher; and Class III directors, with a term expiring at the Annual Meeting, consist of Jimena Almendares, Donna Coallier, John Danhakl and Paul Hackwell. The Nominating and Corporate Governance Committee of the Board of Directors has recommended, and the Board has approved, the nomination of our Class III directors, Jimena Almendares, Donna Coallier, John Danhakl and Paul Hackwell, for re-election for three-year terms expiring at the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Each of these nominees is currently a director of the Company. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. If any nominee should become unavailable to serve for any reason, it is intended that votes will be cast for a substitute nominee designated by the Nominating and Corporate Governance Committee and approved by the Board of Directors. We have no reason to believe that any nominee named will be unable to serve if elected.

  2. Nominees for Director and Continuing Directors

    Nominees for Director and Continuing Directors The names and ages of the nominees and continuing directors, their length of service with the Company and their Board committee memberships are set forth in the table below.

  3. Nominees for Director and Continuing Directors

    | Name | Age | Director Since | Current Term Expires | Independent | AC | CC | NCG | CAC | | Nominees | | | | | | | | | | Jimena Almendares | 43 | 2021 | Class III 2024 Annual Meeting | Yes | — | — | — | — | | Donna Coallier | 60 | 2022 | Class III 2024 Annual Meeting | Yes | C, F | — | — | — | | John Danhakl* | 67 | 2015 | Class III 2024 Annual Meeting | Yes | — | M | M | — | | Paul Hackwell | 44 | 2015 | Class III 2024 Annual Meeting | Yes | — | — | M | M | | Continuing Directors | | | | | | | | | | Bahram Akradi** | 62 | 1992 | Class I 2025 Annual Meeting | No | — | M | C | C | | David Landau | 58 | 2015 | Class I 2025 Annual Meeting | No | — | M | — | M | | Alejandro Santo Domingo | 47 | 2019 | Class I 2025 Annual Meeting | Yes | — | — | — | — | | Andres Small | 43 | 2020 | Class I 2025 Annual Meeting | Yes | M | — | — | — | | Joel Alsfine | 54 | 2019 | Class II 2026 Annual Meeting | Yes | M, F | — | — | M | | Jonathan Coslet | 59 | 2015 | Class II 2026 Annual Meeting | Yes | — | M | M | — | | J. Kristofer Galashan | 46 | 2015 | Class II 2026 Annual Meeting | Yes | — | — | M | M | | Stuart Lasher | 64 | 2015 | Class II 2026 Annual Meeting | No | — | C | — | M |

  4. Nominees for Director and Continuing Directors

    * Independent Lead Director ** Chairman of the Board F: Financial Expert M: Member C: Committee Chair AC: Audit Committee CC: Compensation Committee NCG: Nominating and Corporate Governance Committee CAC: Capital Allocation Committee A brief biography of each nominee is set forth below, which includes information, as of the Record Date, regarding specific and particular experience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate Governance Committee and the Board of Directors to believe that the director should serve on the Board of Directors:

  5. Nominees for Terms Expiring in 2027 (Class III Directors)

    Nominees for Terms Expiring in 2027 (Class III Directors)

  6. Nominees for Terms Expiring in 2027 (Class III Directors)

    | JIMENA ALMENDARES Age: 43 Independent Director Director since: 2021 | Background | | | •Global Chief Digital Officer at Decathlon, a global premier sports retailer, which she joined in August 2023. | | | •Product Executive at Facebook, now known as Meta Platforms, Inc., a company that builds technology that helps people connect, find communities, and grow businesses, from 2020 to March 2023. | | | •Vice President of Global Expansion at Intuit, Inc., a company that delivers financial management and compliance products and services, from 2018 to 2020. | | | •Chief Executive Officer of Intuit Payments, Inc., from 2017 to 2019. | | | •Vice President of Payments Segment Leader at Intuit Payments, Inc., from 2017 to 2018. | | | •Chief Product Officer of OKCupid, an online dating app, leading the company through its initial public offering as part of the Match Group, from 2014 to 2016. | | | Qualifications Ms. Almendares was selected by the Board for her nearly two decades of experience leading cross-functional teams at public companies and growth start-ups and her significant experience with emerging and digital technologies. |

  7. Nominees for Terms Expiring in 2027 (Class III Directors)

    | DONNA COALLIER Age: 60 Independent Director Director since: 2022 Committees: •Audit (Chair) (Financial Expert) | Background | | | •Partner at PricewaterhouseCoopers, a multinational professional services and accounting firm, from 1998 to 2017. | | | •Trustee and Board of Health President for the Township of South Orange Village, New Jersey, from 2019 to 2023, and lead Trustee for the Township’s Community Care & Justice program, from its inception in 2020 to 2023. | | | •Previously held roles at the Securities and Exchange Commission, Coopers & Lybrand, and Grant Thornton. | | | Qualifications Ms. Coallier was selected by the Board for her significant experience in finance, accounting and strategy with broad leadership roles including as assurance partner and oversight of business units, functions and special project teams across various sectors and practices. |

  8. Nominees for Terms Expiring in 2027 (Class III Directors)

    | JOHN DANHAKL Age: 67 Independent Lead Director Director since: 2015 Committees: •Compensation •Nominating and Corporate Governance | Background | | | •Managing Partner at Leonard Green and Partners, L.P., a private equity investment firm and an affiliate of the Company, which he joined in 1995. | | | •Managing Director at Donaldson, Lufkin & Jenrette, from 1990 to 1995. | | | •Vice President in corporate finance at Drexel Burnham Lambert, Inc., from 1985 to 1990. | | | Qualifications Mr. Danhakl was selected by the Board for his extensive experience serving on the board of directors of public companies and his extensive experience as a board member, investor and financial analyst. | | | Other Public Company Board Memberships (Current and Past Five Years) •IQVIA Holdings Inc. (NYSE: IQV) (2016 to present) •Mister Car Wash, Inc. (NYSE: MCW) (2014 to present) |

  9. Nominees for Terms Expiring in 2027 (Class III Directors)

    | PAUL HACKWELL Age: 44 Independent Director Director since: 2015 Committees: •Nominating and Corporate Governance •Capital Allocation | Background | | | •Partner at TPG Global, LLC, a global alternative asset firm and an affiliate of the Company, which he joined in 2006 and where he leads their consumer group. | | | •Involved in TPG’s investments in Adare Pharmaceuticals, Anastasia Beverly Hills, Aptalis Pharma, Arden Group (Gelson’s), AV Homes, Norwegian Cruise Line, Playa Hotels & Resorts, Rodan + Fields, Taylor Morrison, Troon Golf and Viking Cruises. | | | Qualifications Mr. Hackwell was selected by the Board for his extensive board of director and finance experience. | | | Other Public Company Board Memberships (Current and Past Five Years) •AV Homes, Inc. (NASDAQ: AVHI) (2013 to 2018) |

  10. Class I Directors (Terms Expiring in 2025)

    Class I Directors (Terms Expiring in 2025)

  11. Class I Directors (Terms Expiring in 2025)

    | BAHRAM AKRADI Age: 62 Chairman of the Board Director since: 1992 Committees: •Compensation •Nominating and Corporate Governance (Chair) •Capital Allocation (Chair) | Background | | | •Founded the Company in 1992 and has been a director since inception. | | | •Chief Executive Officer and Chairman of the Company since May 1996. | | | •Over 30 years of experience in healthy way of life initiatives. | | | •Co-Founder and Executive Vice President at U.S. Swim & Fitness Corporation from 1984 to 1989. | | | •Founder of the Health and Fitness Industry Leadership Council. | | | Qualifications Mr. Akradi was selected by the Board for his perspective and the experience he brings as Founder and Chief Executive Officer of the Company. | | | Other Public Company Board Memberships (Current and Past Five Years) •Northern Oil & Gas, Inc. (NYSE: NOG) (2017 to present) |

  12. Class I Directors (Terms Expiring in 2025)

    | DAVID LANDAU Age: 58 Director since: 2015 Committees: •Compensation •Capital Allocation | Background | | | •Managing Partner and Co-Founder of LNK Partners, a private equity firm focused on building consumer and retail businesses, which he co-founded in 2005. | | | Qualifications Mr. Landau was selected by the Board for his extensive investment, finance and board of director experience. |

  13. Class I Directors (Terms Expiring in 2025)

    | ALEJANDRO SANTO DOMINGO Age: 47 Independent Director Director since: 2019 | Background | | | •Senior Managing Director at Quadrant Capital Advisors, Inc., an investment advisory firm, since 2005. | | | •Chair of the Wildlife Conservation Society and Fundación Santo Domingo, and a member of the boards of the Metropolitan Museum of Art, Mount Sinai Health System, Channel Thirteen/WENT (PBS), DKMS, Fundación Pies Descalzos and Caracol Televisión S.A. | | | Qualifications Mr. Santo Domingo was selected by the Board for his significant investment experience across a variety of industries and in private and public debt and equity securities. | | | Other Public Company Board Memberships (Current and Past Five Years) •Anheuser-Busch Inbev (BB: ABI) (2016 to present) •Caracol Televisión S.A. (CB: CARACOL) (2001 to present) •Advanced Merger Partners, Inc. (NYSE: AMPI) (2021 to 2022) •ContourGlobal plc (LON: GLO) (2017 to 2022) •JDE Peet’s N.V. (NA: JDEP) (2013 to 2022) |

  14. Class I Directors (Terms Expiring in 2025)

    | ANDRES SMALL Age: 43 Independent Director Director since: 2020 Committees: •Audit | Background | | | •Managing Director at Partners Group (USA) Inc., a global private markets firm, where he has worked since 2014. | | | •Vice President, Advisor to the Chairman at MacAndrews & Forbes, from 2013 to 2014. | | | •Various positions including Vice President at CVC International, from 2005 to 2011. | | | •Analyst at JPMorgan Chase, from 2002 to 2005. | | | Qualifications Mr. Small was selected by the Board for his extensive professional experience, management and business advisory positions. |

  15. Class II Directors (Terms Expiring in 2026)

    Class II Directors (Terms Expiring in 2026)

  16. Class II Directors (Terms Expiring in 2026)

    | JOEL ALSFINE Age: 54 Independent Director Director since: 2019 Committees: •Audit (Financial Expert) •Capital Allocation | Background | | | •Chief Investment Officer of Rugger Management LLC, an advisor to a single family, since 2023. | | | •Senior Advisor (inactive) at MSD Capital, L.P., an investment firm that is now called Dell Family Office, since December 2020. | | | •Partner of MSD Capital, from 2014 to December 2020. | | | •Held various roles at MSD Capital, from 2002 to 2014, before becoming a Partner, focusing on investing in public equity securities and becoming the portfolio manager of a large, concentrated public equity portfolio. | | | •Previously worked at TG Capital Corp., a single-family investment office investing across all asset classes, McKinsey & Co. and accounting firm Fisher Hoffman Stride. | | | Qualifications Mr. Alsfine was selected by the Board for his extensive capital markets, investment, financial and risk management experience from his executive and consulting roles, as well as his experience serving as a director of various public and private companies and as an analyst focusing on public company equity. | | | Other Public Company Board Memberships (Current and Past Five Years) •Asbury Automotive Group Inc. (NYSE: ABG) (2014 to present) •Party City Holdco Inc. (NYSE: PRTY) (2020 to October 2023) •CC Neuberger Principal Holdings II (NYSE: PRPB) (2020 to 2022) |

  17. Class II Directors (Terms Expiring in 2026)

    | JONATHAN COSLET Age: 59 Independent Director Director since: 2015 Committees: •Compensation •Nominating and Corporate Governance | Background | | | •Vice Chairman of TPG Global, LLC, a global alternative asset firm and an affiliate of the Company, which he joined at its inception in 1993. | | | •Chief Investment Officer of TPG, from 2008 to 2020. | | | •Associate at Donaldson, Lufkin & Jenrette, from 1991 to 1993. | | | •Financial Analyst at Drexel Burnham Lambert, from 1987 to 1989. | | | Qualifications Mr. Coslet was selected by the Board for his more than 25 years of experience in advising and growing companies, his extensive management and board of director experience and his financial background. | | | Other Public Company Board Memberships (Current and Past Five Years) •Nextracker Inc. (NASDAQ: NXT) (2023 to present) •TPG, Inc. (NASDAQ: TPG) (2021 to present) •Cushman & Wakefield plc (NYSE: CWK) (2018 to present) •IQVIA Holdings Inc. (NYSE: IQV) (2003 to 2020) |

  18. Class II Directors (Terms Expiring in 2026)

    | J. KRISTOFER GALASHAN Age: 46 Independent Director Director since: 2015 Committees: •Nominating and Corporate Governance •Capital Allocation | Background | | | •Partner at Leonard Green and Partners, L.P., a private equity investment firm and an affiliate of the Company, which he joined in 2002. | | | •Previously worked in the Investment Banking Division of Credit Suisse First Boston (formerly Donaldson, Lufkin & Jenrette) in its Los Angeles office. | | | Qualifications Mr. Galashan was selected by the Board for his extensive experience investing in and supporting high-growth, market-leading companies. | | | Other Public Company Board Memberships (Current and Past Five Years) •Mister Car Wash, Inc. (NYSE: MCW) (2014 to present) •The Container Store (NYSE: TCS) (2007 to present) •USHG Acquisition Corp. (NYSE: HUGS) (2021 to 2022) •BJ’s Wholesale Club, Inc. (NYSE: BJ) (2011 to 2019) |

  19. Class II Directors (Terms Expiring in 2026)

    | STUART LASHER Age: 64 Director since: 2015 Committees: •Compensation (Chair) •Capital Allocation | Background | | | •Founder, Chairman and Chief Executive Officer of Quantum Capital Partners, a private investment firm, since 1998. | | | •Chairman and Chief Executive Officer of Lifestyle Family Fitness, a fitness chain with 55 locations, from 2010 to 2012. | | | •Chief Executive Officer of the PEO division of Paychex, Inc., from 1996 to 1997. | | | •Chairman and Chief Executive Officer at National Business Solutions, Inc., a professional employer company he co-founded in 1990 that was acquired by Paychex, Inc. in 1996. | | | •Chief Financial Officer at Silk Greenhouse, Inc., from 1986 to 1989. | | | •Certified Public Accountant at KPMG Peat Marwick, from 1981 to 1986. | | | Qualifications Mr. Lasher was selected by the Board for his extensive experience in accounting and finance and his service as a director of various public and private companies. | | | Other Public Company Board Memberships (Current and Past Five Years) •Northern Oil & Gas, Inc. (NYSE: NOG) (2020 to present) |

  20. Committees of the Board of Directors

    | COMPENSATION COMMITTEE | | | Functions | Members | | •Reviews and approves matters involving executive and director compensation •Authorizes equity and other incentive arrangements and administers the Company’s equity-based plans and clawback policy •Reviews and discusses the Company’s compensation discussion and analysis to be included in the Company’s proxy statement •Oversees the evaluation of management and succession planning •Prepares compensation committee reports to be included in proxy statements filed under SEC rules •Authorizes the Company to enter into employment and other employee-related agreements •Recommends changes in employee benefit programs •Reviews and discusses the results of our Say-on-Pay Vote results | Stuart Lasher, Chair Bahram Akradi Jonathan Coslet John Danhakl David Landau Number of Meetings in 2023: 4 |

  21. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our directors play a critical role in guiding our strategic direction and overseeing the management of Life Time. The many responsibilities and risks and the substantial time commitment of being a director require that we provide adequate compensation commensurate with our directors’ workload and opportunity costs. However, we have determined that our current directors who have been nominated by the Principal Stockholders, including directors initially nominated by a Principal Stockholder as in the case of MSD’s nomination of Mr. Alsfine, which are currently all of our directors other than Ms. Almendares and Ms. Coallier, will not receive compensation from Life Time for their service on the Board other than complementary membership and services at our athletic country clubs for certain of these directors. For 2023, Ms. Almendares and Ms. Coallier were eligible for the annual compensation set forth below, consisting of a combination of annual cash retainers and an annual grant of restricted stock units, pursuant to our non-employee director compensation policy (the “Director Compensation Program”). No other non-employee directors received any compensation in respect of their service on our Board of Directors in 2023, except for memberships to our athletic country clubs provided to Messrs. Hackwell and Alsfine and Ms. Coallier, and limited other services provided to our directors, the value of which in each case does not exceed $10,000. Mr. Akradi, our only director who is an executive of the Company, was not eligible to receive additional compensation for his service as a director. All compensation paid to Mr. Akradi is reported below under “Summary Compensation Table – Fiscal Years 2023, 2022 and 2021.” Cash Compensation. The following table is a summary of the annual cash retainers paid under the Director Compensation Program, which are paid quarterly in arrears.

  22. DIRECTOR COMPENSATION

    | POSITION | ANNUAL CASH RETAINER ($) | | Board Member | 75,000 | | Committee Chair | | | Audit | 30,000 | | Compensation | 25,000 | | Nominating and Corporate Governance | 20,000 | | Committee Member | | | Audit | 15,000 | | Compensation | 10,000 | | Nominating and Corporate Governance | 10,000 | | Lead Independent Director | 55,000 |

  23. DIRECTOR COMPENSATION

    Equity Compensation. Our non-employee directors who receive compensation under our Director Compensation Program are also eligible to receive an annual grant of restricted stock units. Any such non-employee director who is serving on the Board of Directors as of the date of the annual meeting of the Company’s stockholders each calendar year and who will continue to serve as a non-employee director immediately following such annual meeting are granted, on such annual meeting date, restricted stock units with a grant date value of approximately $155,000. Additionally, except as otherwise determined by the Board, any such non-employee director who is initially elected or appointed to the Board on any date other than the date of an annual meeting of the Company’s stockholders shall be granted on the date of such initial election or appointment an award of restricted stock units that has an aggregate fair value of $155,000 prorated for the number of days since the last annual meeting of the Company’s stockholders. These awards shall vest in full on the earlier of (i) the day immediately prior to the date of our annual stockholders meeting following the date of grant and (ii) the first anniversary of the grant date, subject to the non-employee director continuing in service through such date. Each such award will accelerate and vest in full upon a change in control of the Company (as defined in our 2021 Incentive Award Plan).

  24. 2023 Director Compensation Table

    2023 Director Compensation Table

  25. Director Compensation in 2023

    Director Compensation in 2023

  26. Director Compensation in 2023

    | NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS (1) ($) | TOTAL ($) | | Jimena Almendares | 75,000 | 155,000 | 230,000 | | Donna Coallier | 102,000 | 155,000 | 257,000 |

  27. Director Compensation in 2023

    (1) Amounts reflect the grant date fair value of 7,986 restricted stock units granted on April 26, 2023, computed in accordance with the provisions of FASB ASC Topic 718 (which attributed a value of $19.41 per share). Assumptions used in the calculation of these amounts are included in the notes to our financial statements included in our annual report on Form 10-K for the year ended December 31, 2023. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The total number of outstanding restricted stock units held by each of Ms. Almendares and Ms. Coallier was 7,986 as of December 31, 2023.

  28. 2023 Results and Compensation Decisions

    2023 Results and Compensation Decisions Coming out of the COVID-19 pandemic, we believe that we have built an even healthier and stronger business. Our initial focus on the recovery of our clubs and delivering premium member experiences produced strong results in member engagement and increasing memberships, visits and center revenue. We then focused on expanding margins by optimizing our revenue per membership and significantly improving the efficiency of our club operations and corporate office. We also continued executing our asset-light growth strategy both within our existing clubs and by expanding the number of our locations using an asset-light model. The execution of our strategy in 2023 generated increased member engagement and our record levels of revenue and profitability exceeded our expectations, including our total revenue and Adjusted EBITDA for 2023 surpassed $2 billion and $500 million, respectively, for the first time in our history. See the Appendix for our definition and reconciliation of Adjusted EBITDA. With the leadership of our executive team, in 2023 we: •Increased each of our total revenue more than $390 million or 21.6% to over $2.2 billion, our membership dues and enrollment fees more than $305 million or 24.4% to nearly $1.6 billion and our average revenue per center membership to $2,810 in 2023 compared to $2,528 and $2,098 in 2022 and 2021, respectively. •Increased our member engagement by further elevating our membership experience through our strategic programming initiatives, including Dynamic Personal Training, Dynamic Stretch, small group training, pickleball and our ARORA community which is focused on members aged 55 years and older, as highlighted by our 135 average visits per membership in 2023 compared to 124 and 113 in 2022 and 2021, respectively. •Significantly increased our profitability with net income increasing over $75 million to $76.1 million for 2023 and Adjusted EBITDA increasing over $255 million to $536.8 million. Additionally, we achieved a 3.4% net income margin and a 24.2% Adjusted EBITDA margin, both of which exceeded our 1.6% net income margin and 23.0% Adjusted EBITDA margin in 2019 before the COVID-19 pandemic. •Ended the year with 763,216 center memberships – up approximately 5.2% from the end of 2022. •Opened 11 new locations. The compensation for our Named Executive Officers in 2023 reflected the strong growth and profitability of our business in 2023: •The Board of Directors and Compensation Committee implemented a short-term incentive plan based on full year Adjusted EBITDA performance. We issued one-year performance-based restricted stock units to our Named Executive Officers with the target number of restricted stock units vesting dependent upon our determination that Adjusted EBITDA for 2023 exceeded our target performance level of $450 million. The number of restricted stock units granted was determined by dividing the target short-term incentive opportunity for each Named Executive Officer as set forth on page 34 by our closing stock price on the grant date. All or part of these restricted stock units would be forfeited if performance was less than target level. Additionally, if target performance was exceeded, we were to issue in 2024 additional vested shares of our common stock with a value equal to the difference between the applicable target bonus opportunity and our actual performance (up to the maximum performance designated under the plan). Due to our attainment of $536.8 million in Adjusted EBITDA for 2023, which exceeded the maximum performance level, we issued vested shares of our common stock in February 2024 equal to the difference in value between the maximum and target bonus opportunities for our Named Executive Officers, with the number of shares issued determined by dividing such dollar value by our closing stock price on February 23, 2024, the date the Board of Directors determined our performance under the short-term incentive program. The Board of Directors and the Compensation Committee determined to issue equity awards under the short-term incentive plan to further align the interests of our Named Executive Officers with our stockholders and for continued investment in the Company’s growth. •The Board of Directors and the Compensation Committee granted long-term incentive awards consisting of time-based stock options and time-based restricted stock units with a one-year performance qualifier followed by a time-based vesting schedule, vesting ratably on an annual basis over four years. The performance qualifier on the restricted stock units was based on the Company’s full year Adjusted EBITDA for 2023. Because the Company exceeded the target performance of $450 million of Adjusted EBITDA for 2023, the performance qualifier was met. •No changes were made to base salaries or short-term incentive targets in 2023 other than to increase Mr. Javaheri’s base salary to $750,000 effective as of the start of 2023 with corresponding adjustments to his short-term and long-term targets to better reflect his contributions to the Company and internal equity. •On May 12, 2023, the Compensation Committee granted Mr. Javaheri an award of 50,000 restricted stock units that vest ratably over four years from the grant date for increased retention and internal equity. The Compensation Committee believes that our executive compensation program supports our philosophy of attracting, retaining, motivating and rewarding a high-caliber executive team. Further, the design of the incentive programs emphasizes growth and alignment with long-term stockholder interests via stock options and restricted stock units, including performance-based units.

  29. Transition of Named Executive Officers

    Transition of Named Executive Officers In June 2023, Jeffrey Zwiefel gave notice of his intent to retire from the Company after 25 years of service, effective December 31, 2023. Mr. Zwiefel continued as President and Chief Operating Officer of the Company through the end of 2023. Upon his retirement, the Company and Mr. Zwiefel entered into an agreement and general release and a consulting agreement pursuant to which Mr. Zwiefel is continuing to provide strategic and operational consulting services to the Company. See “—Employment and Severance Arrangements” below for additional details on the terms of Mr. Zwiefel’s retirement. In December 2023, we agreed with Robert Houghton that he would resign from his position as Chief Financial Officer effective as of December 31, 2023, and cease his service to the Company effective January 5, 2024. In connection with this separation of service, the Company and Mr. Houghton entered into a separation agreement and general release. See “—Employment and Severance Arrangements” below for additional details on the terms of Mr. Houghton’s separation. The Company appointed Erik Weaver, the Company’s Senior Vice President and Controller, to the additional position of interim Chief Financial Officer, effective January 1, 2024.

  30. Compensation Philosophy, Objectives and Rewards

    | COMPENSATION OBJECTIVE | PRINCIPLED APPROACH | | Stakeholder Alignment | Company and individual performance goals are intended to clearly support our long-term vision and align compensation with the interests of stakeholders. We have also adopted stock ownership guidelines for our NEOs and other executives so that our executives will experience the same downside risk and upside potential as our stockholders experience. See “Stock Ownership Guidelines” above. | | Competitiveness | We intend to attract and retain the highest caliber of executives and other team members. As part of this effort, we pay competitively relative to our market for talent and differentiate pay for the highest performers. | | Performance-Based Awards | Through our compensation program, we strive to balance interests and drive superior Company performance. By committing to directly connecting incentive compensation with short-term corporate objectives as well as long-term growth, we seek to achieve sustained value for our stakeholders over time. | | Risk Mitigation | Our compensation program supports a culture based on accountability through the use of performance metrics that are intended to be difficult, yet obtainable with hard work, and without directly or indirectly promoting irresponsible or excessive risk-taking. | | Pay Equity | We believe in the power of equitable pay and are working to improve pay equity in our compensation program reviews. | | Transparency | We believe in transparency for our compensation program, including its design and outcomes. | | Integrity | We believe in integrity in operating our business and reporting our business results, and have adopted an executive incentive compensation recovery, or clawback, policy, which we amended in 2023 to comply with the final NYSE and SEC rules. See “Executive Incentive Compensation Recovery Policy” above. |

  31. Determination of Compensation

    For 2023, WTW recommended, and the Compensation Committee approved, removing six peer companies and adding four new peer companies compared to the peer group for 2022. The proposed additions were determined to have more relevant business operations and financials. In developing this peer group, WTW considered a number of factors, including: •Size and Complexity of the organization based on revenue and market capitalization. •Our Market for Talent (companies from which we source and potentially lose executive talent). •Company Characteristics such as companies with a focus on hospitality, premium lifestyle brand recognition, subscription-based revenue generation, and organizations focused on health and wellness. The Compensation Committee does not establish compensation levels solely based on a review of competitive data. However, it believes such data is a meaningful input to the Company’s compensation policies and practices in order to motivate, attract and retain qualified executive officers. The Compensation Committee also considers a number of other factors, including Company performance relative to our stakeholder priorities, each executive’s impact and criticality to our strategy and mission, relative scope of responsibility and potential, individual performance and demonstrated leadership and internal equity pay considerations.

  32. Short-Term Incentive Compensation

    Short-Term Incentive Compensation We consider short-term incentive compensation to be an important component of our total compensation program and it provides incentives necessary to retain executive officers. We use short-term incentive compensation to motivate our executive officers to achieve our short-term financial and strategic objectives while making progress towards our longer-term growth and other goals. Additionally, for 2023, the Board of Directors and the Compensation Committee determined to issue restricted stock units with above target performance being paid in vested stock in 2024 rather than pay cash under the short-term incentive plan to further align the interests of our Named Executive Officers with our stockholders and for continued investment in the Company’s growth. Similar to base salaries, the Compensation Committee determined that no changes would be made to the target short-term incentive opportunities for our Named Executive Officers in 2023, other than to increase such opportunity for Mr. Javaheri from $450,000 to $500,000 commensurate with the increase in his base salary. The following table sets forth the target short-term incentive opportunities for our Named Executive Officers for fiscal year 2023:

  33. Short-Term Incentive Compensation

    | NAMED EXECUTIVE OFFICER | FISCAL YEAR 2023 ($) | | Bahram Akradi | 3,000,000 | | Robert Houghton | 400,000 | | Eric Buss | 500,000 | | Parham Javaheri | 500,000 | | Jeffrey Zwiefel | 600,000 |

  34. Short-Term Incentive Compensation

    For our 2023 short-term incentive program, our Named Executive Officers were eligible to receive bonuses based on the Company’s achievement of specified Adjusted EBITDA amounts for full year 2023 (the “2023 Bonus Program”), with the payout amount determined based upon achievement against the specified threshold of $430 million, target of $450 million and/or maximum of $470 million. Payouts under the 2023 Bonus Program were to be determined using linear interpolation if achievement fell between threshold and target or target and maximum levels. If the threshold amount of Adjusted EBITDA were not achieved for fiscal 2023, no bonuses were to have been paid out under the 2023 Bonus Program. If the maximum amount of Adjusted EBITDA were exceeded, participants would still only be eligible to receive payouts equal to their maximum bonus opportunity. We define Adjusted EBITDA as net income (loss) before interest expense, net, provision for (benefit from) income taxes and depreciation and amortization, excluding the impact of share-based compensation expense, (gain) loss on sale-leaseback transactions, capital transaction costs, legal settlements, asset impairment, severance and other items that are not indicative of the Company’s ongoing operations, including incremental costs related to COVID-19. See the Appendix for further information on Adjusted EBITDA, including a reconciliation to net income (loss). The Compensation Committee, in coordination with the Audit Committee, determined that the Company’s Adjusted EBITDA for full year 2023 exceeded the maximum performance level under the 2023 Bonus Program. Our $536.8 million of Adjusted EBITDA for 2023 was a 90.6% increase over our $281.7 million of Adjusted EBITDA for 2022 and represented a record year for the Company. Each Named Executive Officer therefore received a maximum payout under the 2023 Bonus Program.

  35. Short-Term Incentive Compensation

    | | FISCAL YEAR 2023 | | | | | NAMED EXECUTIVE OFFICER | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | ACTUAL PAYOUT ($) | | Short-Term Incentive Opportunity and Actual Payout | | | | | | Bahram Akradi | 1,500,000 | 3,000,000 | 4,500,000 | 4,500,000 | | Robert Houghton | 200,000 | 400,000 | 600,000 | 600,000 | | Eric Buss | 250,000 | 500,000 | 750,000 | 750,000 | | Parham Javaheri | 250,000 | 500,000 | 750,000 | 750,000 | | Jeffrey Zwiefel | 300,000 | 600,000 | 900,000 | 900,000 | | Short-Term Incentive Metric | | | | | | Adjusted EBITDA for 2023 | 430 million | 450 million | 470 million | 536.8 million |

  36. Short-Term Incentive Compensation

    For the 2023 Bonus Program, we issued restricted stock units with a grant date value equal to the respective target amounts for our Named Executive Officers based on our closing stock price on the grant date of March 9, 2023, which restricted stock units fully vested based upon our determination that our Adjusted EBITDA for full year 2023 exceeded the target performance level. These restricted stock units would have been forfeited in full or in part if our Adjusted EBITDA for full year 2023 fell below our target performance level. Additionally, because we exceeded our maximum performance level, we issued vested shares of our common stock to our Named Executive Officers (other than Mr. Houghton) equal to the respective differences between their target and maximum bonus opportunities divided by our closing stock price on February 23, 2024, which was the date the Board of Directors determined our performance under the 2023 Bonus Program. For Mr. Houghton, the Company paid the difference between his target and maximum bonus opportunities in a lump sum cash payment pursuant to the terms of his separation of employment.

  37. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We view long-term incentive compensation as a critical component of our balanced total compensation program. Our long-term, equity-based compensation creates an ownership culture among our executives, provides an incentive to contribute to the continued growth and development of our business and aligns the interest of our executives with those of our stockholders. We have historically used a combination of stock options (both time and performance-based), restricted stock units (both time and performance-based) and, on occasion, restricted stock as equity incentive vehicles. Because our executive officers are able to benefit from stock options only if the market price of our common stock increases relative to the option’s exercise price, we believe stock options provide meaningful incentives to our executive officers to achieve increases in the value of our stock over time, while restricted stock units and restricted stock promote performance, direct ownership and retention. Granting equity awards emphasizes our commitment to “at risk” compensation and we believe stock options and restricted stock unit awards that are performance-based and/or time-based are an effective tool for meeting our compensation goal of increasing long-term stockholder value and tying the receipt of the shares underlying such awards to our future performance. For our 2023 long-term incentive program (the “2023 Long-Term Incentive Program”), we provided a combination of stock options and restricted stock units for our Named Executive Officers under our 2021 Incentive Award Plan (the “2021 Plan”). The value of these awards under the 2023 Long-Term Incentive Program was split equally between stock options and restricted stock units. Approved grants of options and restricted stock units to each Named Executive Officer under the 2023 Long-Term Incentive Program were as follows:

  38. Long-Term Incentive Compensation

    | | 2023 LONG-TERM INCENTIVE PROGRAM | | | | NAMED EXECUTIVE OFFICER | VALUE ($) | STOCK OPTIONS (#) | RESTRICTED STOCK UNITS (#) | | Bahram Akradi | 7,500,000 | 392,259 | 217,140 | | Robert Houghton (1) | 1,000,000 | 52,301 | 28,952 | | Eric Buss | 1,250,000 | 65,377 | 36,190 | | Parham Javaheri | 1,250,000 | 65,377 | 36,190 | | Jeffrey Zwiefel (1) | 750,000 | 39,226 | 21,714 |

  39. Long-Term Incentive Compensation

    (1)See “Employment and Severance Arrangements” below for a description of the impact on these awards due to Mr. Houghton’s separation of service effective January 5, 2024 and Mr. Zwiefel’s retirement effective December 31, 2023. The stock options vest ratably on an annual basis over four years. The restricted stock unit awards provided opportunities for important performance features. Specifically, the restricted stock unit awards used both time- and performance-based features to emphasize financial performance and long-term value creation. The restricted stock units vest ratably on an annual basis over four years, subject to a performance qualifier such that the restricted stock units would forfeit in full or in part if our Adjusted EBITDA for full year 2023 did not equal or exceed $450 million. As noted above in Short-Term Incentive Compensation, our Adjusted EBITDA for full year 2023 exceeded $450 million, and accordingly the performance qualifier was met. In addition to the 2023 Long-Term Incentive Program, we granted Mr. Javaheri an award of 50,000 restricted stock units in May 2023 that vest ratably over four years for increased retention and internal equity.

  40. 2024 Compensation Changes

    2024 Compensation Changes The Board of Directors and the Compensation Committee made certain changes to our compensation program for fiscal year 2024, including: • Our 2024 short-term incentive program is based on our Adjusted EBITDA for 2024 and on our leverage ratio at the end of 2024. We issued restricted stock units at the respective maximum bonus opportunity amounts for our NEOs based on our closing stock price on the grant date, which restricted stock units will vest or forfeit upon determination of our Adjusted EBITDA and leverage ratio for 2024, with any performance below the maximum performance level set for Adjusted EBITDA or not meeting the target leverage ratio resulting in a full or partial forfeiture of the restricted stock units. • While the structure and design of our 2024 long-term incentive program continues to use time- and performance-based vesting, we issued our first multi-year performance share unit awards since our initial public offering in 2021. One-half of the respective long-term incentive opportunity amount for our NEOs is in the form of time-based restricted stock units that vest pro-rata over three years. The other 50% of the award is comprised of a three-year performance share unit award based on our leverage ratio at the end of 2024, 2025 and 2026 with one-third vesting each year dependent on achieving the leverage ratio target for such year and a three-year performance share unit award based on our Adjusted EBITDA in each of 2024, 2025 and 2026 with performance determined each year for one-third of such award but the entire award does not vest until the end of the three year period. • Increased the base salaries for Messrs. Buss and Javaheri to recognize their performance and expanded role with the departure of other executives and to closer align their base salaries to peers in the market. Also increased the short-term incentive opportunities for Messrs. Buss and Javaheri and the long-term incentive opportunities for Messrs. Akradi, Buss and Javaheri to better align with the market compared to their base salaries.

  41. Employment and Severance Arrangements

    Employment and Severance Arrangements We are party to offer letters and/or employment agreements with each of our Named Executive Officers. We entered into a new offer letter with our CEO and new employment agreements with each of our other Named Executive Officers other than Mr. Houghton shortly before the completion of our IPO consistent with Life Time’s transition to a public company. We entered into an employment agreement with Mr. Houghton upon his hire effective on August 28, 2022, the form of which is substantially the same as the employment agreements entered into with the Company’s other executive vice presidents. For further discussion of these agreements, see “Named Executive Officer Employment Arrangements” below. In connection with the retirement of Mr. Zwiefel from the Company effective as of December 31, 2023, the Company entered into an agreement and general release and a consulting agreement with Mr. Zwiefel. Pursuant to the consulting agreement, Mr. Zwiefel agreed to provide a minimum of 1,000 hours of strategic and operational consulting services to the Company during the first two years following his retirement and thereafter to continue to perform active services for the remaining two years based on mutually agreed projects, and the Company agreed to pay Mr. Zwiefel at a rate of $400 per hour for his services. As a result of Mr. Zwiefel continuing to provide services to the Company, his outstanding equity-based awards will continue to vest and be exercisable, as applicable, in accordance with and subject to their terms. If Mr. Zwiefel provides services to the Company through March 31, 2027, all of his outstanding equity awards that have time-based vesting will have vested. Additionally, under the agreement and general release, upon Mr. Zwiefel ceasing to provide services to the Company, his vested stock options at such time (and if, and only if, his services are terminated due to his death or disability, his unvested stock options and unvested restricted stock units, if any, at such time) will continue to be outstanding and exercisable, as applicable, for their respective terms notwithstanding such termination of service. If the consulting agreement is terminated before March 31, 2027 by Mr. Zwiefel or by the Company for Cause (as defined in his consulting agreement), such termination will result in the forfeiture of any remaining unvested equity awards at such time. His vested stock options at such time would continue to be exercisable for the remainder of their original terms notwithstanding such termination of service. Mr. Zwiefel also vested in the restricted stock units that were granted to him as part of the 2023 Bonus Program and he received the additional grant of vested stock for our above-target performance as discussed above under “—Short-Term Incentive Compensation.” The Company also agreed to pay the total cost of Mr. Zwiefel’s and his eligible dependent’s continued health insurance benefits for eighteen months following his retirement, to pay for his Life Time club membership through March 31, 2027, and to reimburse Mr. Zwiefel for up to $50,000 in coaching and development services used before June 30, 2024. These benefits are contingent upon Mr. Zwiefel not rescinding the agreement and general release and complying with certain restrictive covenants, including confidentiality, non-competition and non-solicitation. For purposes of Mr. Zwiefel’s consulting agreement, “Cause” means (i) repeated and willful or grossly negligent failure by Mr. Zwiefel to perform his services under the agreement; (ii) his willful or grossly negligent violation of any material Company rule, procedure or policy applicable to his work under the agreement, or breach of any material non-disclosure, non-competition, non-solicitation or other similar agreement between the Company (or any parent, subsidiary or affiliate thereof) and him; (iii) his plea of nolo contendere to, or conviction of a felony or a crime of moral turpitude or involving fraud or dishonesty (other than minor traffic violations or similar offenses); (iv) the perpetration of any act of fraud, embezzlement or material dishonesty against or affecting the Company, any of its subsidiaries, or any customer, agent or employee thereof; (v) material breach of the agreement (or any other written agreement by and between him and the Company) by him; (vi) repeated insolent or abusive conduct towards agents, employees, or customers of the Company (including its parents, subsidiaries, and affiliates), including but not limited to, harassment of others of a racial or sexual nature; or (vii) engaging in any act of material self-dealing involving the Company or opportunities identified as a result of his performing work under the agreement or during his prior employment with the Company without prior notice to and consent by the Company, provided that the foregoing shall not constitute Cause unless Mr. Zwiefel fails to cure the circumstances constituting Cause within 30 days after written notice. The Company agreed with Mr. Houghton that he would resign from his position as Chief Financial Officer of the Company effective as of December 31, 2023, and cease his service to the Company effective January 5, 2024. In connection with this separation of service, the Company entered into a separation agreement and general release with Mr. Houghton. Pursuant to the agreement, (1) the Company paid Mr. Houghton a lump sum cash payment equal to $505,000; (2) Mr. Houghton has now vested in the restricted stock units that were granted to him as part of the 2023 Bonus Program and he received a lump sum cash payment of $200,000 for the Company achieving maximum performance thereunder; (3) Mr. Houghton vested in 7,238 restricted stock units on February 29, 2024, notwithstanding his termination of service from the Company; and (4) Mr. Houghton vested in 13,076 stock options on March 9, 2024, notwithstanding his termination of service from the Company, and such stock options will be exercisable through March 2033. Additionally, the Company agreed to pay the total cost of Mr. Houghton’s continued health insurance benefits until the earlier of June 2025 and when he becomes eligible for coverage under his new employer’s health insurance policies, and to continue his Life Time club membership through December 31, 2024. These benefits are contingent upon Mr. Houghton not rescinding the agreement and complying with certain restrictive covenants, including confidentiality, non-competition and non-solicitation.

  42. Tax Considerations

    Tax Considerations As a general matter, the Board of Directors and/or the Compensation Committee review and consider the various tax and accounting implications of compensation programs we utilize. Section 409A of the Internal Revenue Code Section 409A of the Internal Revenue Code (the “Code”) requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose employees and other service providers to accelerated income tax liabilities, penalty taxes and interest on their vested compensation under such plans. Accordingly, as a general matter, it is our intention to design and administer our compensation and benefits plans and arrangements for all of our employees and other service providers, including our Named Executive Officers, so that they are either exempt from, or satisfy the requirements of, Section 409A of the Code. Section 280G of the Internal Revenue Code Section 280G of the Code disallows a tax deduction with respect to excess parachute payments to certain executives of companies that undergo a change in control. In addition, Section 4999 of the Code imposes a 20% penalty on the individual receiving the excess payment. Parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G of the Code based on the executive’s prior compensation. In approving the compensation arrangements for our Named Executive Officers, the Compensation Committee considers all elements of the cost to the Company of providing such compensation, including the potential impact of Section 280G of the Code. However, the Compensation Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G of the Code and the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to attract and retain executive talent. Section 162(m) of the Internal Revenue Code Section 162(m) of the Code generally limits, for U.S. corporate income tax purposes, the annual tax deductibility of compensation paid to certain current and former executive officers to $1 million. Although the Company believes that tax deductibility of executive compensation is an important consideration, the Compensation Committee may, in its judgment, nevertheless, authorize compensation payments that are not fully tax deductible in order achieve its compensation philosophy. Accounting for Stock-Based Compensation The Company accounts for stock-based compensation in accordance with the requirements of Accounting Standards Codification (“ASC”) Topic 718, “Stock Compensation.” The Company also takes into consideration ASC Topic 718 and other generally accepted accounting principles in determining changes to policies and practices for its stock-based compensation programs.

  43. Summary Compensation Table – Fiscal Years 2023, 2022 and 2021

    Summary Compensation Table – Fiscal Years 2023, 2022 and 2021 The following table contains information about the compensation earned by each of our Named Executive Officers during our last three completed fiscal years ended December 31, 2023, 2022 and 2021, or such shorter period as applicable.

  44. Summary Compensation Table – Fiscal Years 2023, 2022 and 2021

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS ($) (1) (2) | OPTION AWARDS ($) (3) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) (4) | ALL OTHER COMPENSATION ($) (7) | TOTAL ($) | | Bahram Akradi | 2023 | 1,500,000 | — | 6,750,014 | 3,749,996 | — | 89,462 | 12,089,472 | | Founder, Chairman & Chief Executive Officer | 2022 | 1,472,116 | — | 2,421,672 | 3,749,999 | — | 434,677 | 8,078,464 | | | 2021 | 50,000 | — | 23,931,794 | — | — | 17,949,424 | 41,931,218 | | Robert Houghton | 2023 | 600,000 | — | 900,009 | 499,998 | — | 14,011 | 2,014,018 | | Former Executive Vice President & Chief Financial Officer | 2022 | 196,154 | 150,000(5) | 81,384 | 374,995 | — | 2,391 | 804,924 | | Eric Buss | 2023 | 750,000 | — | 1,125,002 | 625,004 | — | 20,158 | 2,520,164 | | Executive Vice President & Chief Administrative Officer | 2022 | 747,116 | — | 504,511 | 624,997 | — | 22,660 | 1,899,284 | | | 2021 | 598,077 | — | 1,050,792 | 3,483,902 | 600,000 | 30,502 | 5,763,273 | | Parham Javaheri | 2023 | 748,558 | — | 2,143,002 | 625,004 | — | 18,141 | 3,534,705 | | Executive Vice President, President Club Operations & Chief Property Development Officer | 2022 | 673,558 | 300,000(6) | 1,021,563 | 562,504 | — | 19,169 | 2,576,794 | | | 2021 | 596,154 | — | 1,264,199 | 2,525,641 | 300,000 | 30,143 | 4,716,137 | | Jeffrey Zwiefel | 2023 | 900,000 | — | 974,995 | 375,001 | — | 103,504 | 2,353,500 | | Former President & Chief Operating Officer | 2022 | 897,116 | — | 605,422 | 750,000 | — | 18,332 | 2,270,870 | | | 2021 | 747,115 | — | 1,415,492 | 3,633,904 | 600,000 | 21,508 | 6,418,019 |

  45. Summary Compensation Table – Fiscal Years 2023, 2022 and 2021

    (1) Amounts include the full grant-date fair value of performance-based restricted stock units granted at target under our short-term incentive program during fiscal 2023, computed in accordance with ASC Topic 718 rather than the amounts paid to or realized by the named individual. The restricted stock units vested in full on February 29, 2024. We provide information regarding the assumptions used to calculate the value of all restricted stock unit awards made to executive officers in Note 10 to the consolidated financial statements included in our annual report on Form 10-K. (2) Amounts include the full grant-date fair value of restricted stock units granted under our long-term incentive program during fiscal 2023, 2022 and 2021, the full grant-date fair value of restricted stock units granted to Mr. Javaheri in 2023, and, for Mr. Akradi, the full grant-date fair value of restricted Series A Preferred Stock granted during fiscal 2021, in each case computed in accordance with ASC Topic 718 rather than the amounts paid to or realized by the named individual. The restricted stock units granted as part of our 2022 long-term incentive award program were forfeited in full. We provide information regarding the assumptions used to calculate the value of all restricted stock unit awards made to executive officers in Note 10 to the consolidated financial statements included in our annual report on Form 10-K. (3) Amounts reflect the full grant-date fair value of stock options granted during fiscal 2023, 2022 and 2021 computed in accordance with ASC Topic 718. We provide information regarding the assumptions used to calculate the value of all option awards made to executive officers in Note 10 to the consolidated financial statements included in our annual report on Form 10-K. (4) As described in “Short-Term Incentive Compensation” above, we paid the 2023 Bonus Program in restricted stock units and vested stock rather than cash. There were no payouts under the 2022 short-term incentive program. Amounts for 2021 reflect (i) a payout in cash at the target amounts under the short-term incentive plan, (ii) a time-based restricted stock unit grant valued at the above target amount, as earned by each Named Executive Officer (excluding Mr. Akradi), plus (iii) a payout in cash amounting to the difference between the above target amount and the value of the restricted stock units granted, with the restricted stock units revalued at the average trading price of our common stock on the NYSE for the 20 trading days before the grant date. (5) Amount reflects a sign-on bonus paid to Mr. Houghton in 2022. (6) Amount reflects a retention bonus paid to Mr. Javaheri in 2022. (7) All Other Compensation for 2023 includes:

  46. Summary Compensation Table – Fiscal Years 2023, 2022 and 2021

    | NAME | CAR ALLOWANCE / USE OF COMPANY CAR ($) | COMPANY CAR GROSS- UP ($) | PHONE ALLOWANCE ($) | HOME CONNECTIVITY ($) | EXECUTIVE LONG-TERM DISABILITY INSURANCE ($) | OTHER ($) (a) | TOTAL ($) | | Bahram Akradi | 12,000 | 5,300 | 600 | 1,839 | 2,220 | 67,503 | 89,462 | | Robert Houghton | 7,750 | 3,441 | 600 | — | 2,220 | — | 14,011 | | Eric Buss | 12,000 | 5,338 | 600 | — | 2,220 | — | 20,158 | | Parham Javaheri | 10,250 | 5,071 | 600 | — | 2,220 | — | 18,141 | | Jeffrey Zwiefel | 9,000 | 3,999 | 600 | — | 2,220 | 87,685 | 103,504 |

  47. Summary Compensation Table – Fiscal Years 2023, 2022 and 2021

    (a) Includes (i) $46,847, which consists of the costs of personal administrative support provided to Mr. Akradi including the associated tax gross-up of $20,656, and (ii) $37,685, which consists of the value associated with the continued provision of health benefits based on the 2023 premiums for insurance for eighteen months, the value of a continued club membership through March 31, 2027, and $50,000 in coaching and development services, that are being provided to Mr. Zwiefel in connection with his retirement.

  48. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023 The following table provides supplemental information relating to grants of plan-based awards made during fiscal 2023 to help explain information provided above in our Summary Compensation Table. This table presents information regarding all grants of plan-based awards occurring during fiscal 2023.

  49. Grants of Plan-Based Awards in Fiscal 2023

    | NAME | GRANT DATE | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#) (4) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SH) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($) (5) | | | | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | | | Bahram Akradi | 3/9/23 | 86,856 | 173,712(1) | — | — | — | — | 3,000,006 | | | 3/9/23 | — | — | — | — | 392,259 | 17.27 | 3,749,996 | | | 3/9/23 | — | 217,140(2) | 217,140 | — | — | — | 3,750,008 | | Robert Houghton | 3/9/23 | 11,581 | 23,162(1) | — | — | — | — | 400,008 | | | 3/9/23 | — | — | — | — | 52,301 | 17.27 | 499,998 | | | 3/9/23 | — | 28,952(2) | 28,952 | — | — | — | 500,001 | | Eric Buss | 3/9/23 | 14,476 | 28,952(1) | — | — | — | — | 500,001 | | | 3/9/23 | — | — | — | — | 65,377 | 17.27 | 625,004 | | | 3/9/23 | — | 36,190(2) | 36,190 | — | — | — | 625,001 | | Parham Javaheri | 3/9/23 | 14,476 | 28,952(1) | — | — | — | — | 500,001 | | | 3/9/23 | — | — | — | — | 65,377 | 17.27 | 625,004 | | | 3/9/23 | — | 36,190(2) | 36,190 | — | — | — | 625,001 | | | 5/12/23 | — | — | — | 50,000(3) | — | — | 1,018,000 | | Jeffrey Zwiefel | 3/9/23 | 17,371 | 34,742(1) | — | — | — | — | 599,994 | | | 3/9/23 | — | — | — | — | 39,226 | 17.27 | 375,001 | | | 3/9/23 | — | 21,714(2) | 21,714 | — | — | — | 375,001 |

  50. Grants of Plan-Based Awards in Fiscal 2023

    (1) These awards represent the number of performance-based restricted stock units that were granted at target for the 2023 Bonus Program under the 2021 Plan, as described in “Short-Term Incentive Compensation” above. These restricted stock unit awards were subject to performance conditions such that they were to be forfeited in whole or in part if our Adjusted EBITDA for 2023 did not equal or exceed the target amount under the 2023 Bonus Program. Our Adjusted EBITDA exceeded such target amount and accordingly these performance-based restricted stock units vested in full on February 29, 2024. Our Adjusted EBITDA for 2023 exceeded our maximum performance amount under the 2023 Bonus Program and additional awards of vested stock were made in 2024 to our NEOs based on the respective differences between their target and maximum bonus opportunities, other than for Mr. Houghton who received such difference in cash. (2) These awards represent the number of restricted stock units that were granted as part of our long-term incentive program under the 2021 Plan. These restricted stock unit awards were subject to a performance qualifier such that they were to be 100% forfeited if our Adjusted EBITDA for 2023 did not equal or exceed the threshold amount. These awards cannot vest above target level. Our Adjusted EBITDA for 2023 exceeded the threshold amount and accordingly these performance-based restricted stock units met the performance qualifier and vest ratably on an annual basis over four years beginning on February 29, 2024. (3) This award represents time-based restricted stock units granted to Mr. Javaheri under the 2021 Plan that vest ratably on an annual basis over four years beginning on May 1, 2024. (4) These awards represent the number of stock options that were granted on March 9, 2023 under the 2021 Plan and which vest ratably on an annual basis over four years beginning on March 9, 2024. (5) The amount shown with respect to each award represents the grant date fair value of the award calculated using the assumptions described in footnotes (1), (2) and (3) of the table included under “Summary Compensation Table—Fiscal Years 2023, 2022 and 2021.”

  51. NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE

    NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE

  52. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each Named Executive Officer as of December 31, 2023.

  53. Outstanding Equity Awards at Fiscal Year-End Table

    | | OPTION AWARDS | | | | | STOCK AWARDS | | | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (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 ($) (1) | | Bahram Akradi | 10/6/2015 | 9,388,000(2) | — | 10.00 | 10/6/2025 | — | — | — | — | | | 3/17/2022 | 127,033(3) | 381,097(3) | 13.65 | 3/17/2032 | — | — | — | — | | | 3/9/2023 | — | 392,259(4) | 17.27 | 3/9/2033 | — | — | — | — | | | 3/9/2023 | — | — | — | — | — | — | 173,712(5) | 2,619,577 | | | 3/9/2023 | — | — | — | — | — | — | 217,140(6) | 3,274,471 | | Robert Houghton | 8/30/2022 | 12,303(7) | 36,909(7) | 11.72 | 8/30/2032 | — | — | — | — | | | 3/9/2023 | — | 52,301(8) | 17.27 | 3/9/2033 | — | — | — | — | | | 3/9/2023 | — | — | — | — | — | — | 23,162(5) | 349,283 | | | 3/9/2023 | — | — | — | — | — | — | 28,952(6) | 436,596 | | Eric Buss | 6/8/2016 | 750,000(9) | — | 10.00 | 6/8/2026 | — | — | — | — | | | 5/3/2021 | 195,000(10) | 65,000(10) | 19.32 | 5/3/2031 | — | — | — | — | | | 10/6/2021 | 42,760(11) | 42,759(11) | 18.00 | 10/6/2031 | — | — | — | — | | | 10/12/2021 | — | — | — | — | 20,833(12) | 314,162 | — | — | | | 3/11/2022 | — | — | — | — | 5,555(13) | 83,769 | — | — | | | 3/17/2022 | 21,172(3) | 63,516(3) | 13.65 | 3/17/2032 | — | — | — | — | | | 3/9/2023 | — | 65,377(4) | 17.27 | 3/9/2033 | — | — | — | — | | | 3/9/2023 | — | — | — | — | — | — | 28,952(5) | 436,596 | | | 3/9/2023 | — | — | — | — | — | — | 36,190(6) | 545,745 | | Parham Javaheri | 7/19/2016 | 33,000(9) | — | 10.00 | 7/19/2026 | — | — | — | — | | | 3/6/2017 | 45,000(9) | — | 11.48 | 3/6/2027 | — | — | — | — | | | 9/29/2017 | 90,000(9) | — | 12.05 | 9/29/2027 | — | — | — | — | | | 7/2/2018 | 90,000(9) | — | 14.26 | 7/2/2028 | — | — | — | — | | | 3/27/2019 | 100,000(9) | — | 17.95 | 3/27/2029 | — | — | — | — | | | 5/3/2021 | 132,000(10) | 44,000(10) | 19.32 | 5/3/2031 | — | — | — | — | | | 10/6/2021 | 38,484(11) | 38,483(11) | 18.00 | 10/6/2031 | — | — | — | — | | | 10/12/2021 | — | — | — | — | 18,750(12) | 282,750 | — | — | | | 12/9/2021 | — | — | — | — | 6,250(14) | 94,250 | — | — | | | 3/11/2022 | — | — | — | — | 2,778(13) | 41,892 | — | — | | | 3/11/2022 | — | — | — | — | 37,500(15) | 565,500 | — | — | | | 3/17/2022 | 19,055(3) | 57,165(3) | 13.65 | 3/17/2032 | — | — | — | — | | | 3/9/2023 | — | 65,377(4) | 17.27 | 3/9/2033 | — | — | — | — | | | 3/9/2023 | — | — | — | — | — | — | 28,952(5) | 436,596 | | | 3/9/2023 | — | — | — | — | — | — | 36,190(6) | 545,745 | | | 5/12/2023 | — | — | — | — | 50,000(16) | 754,000 | — | — | | Jeffrey Zwiefel | 6/8/2016 | 900,000(9) | — | 10.00 | 6/8/2026 | — | — | — | — | | | 3/23/2017 | 100,000(9) | — | 11.48 | 3/23/2027 | — | — | — | — | | | 5/3/2021 | 195,000(10) | 65,000(10) | 19.32 | 5/3/2031 | — | — | — | — | | | 10/6/2021 | 51,312(11) | 51,311(11) | 18.00 | 10/6/2031 | — | — | — | — | | | 10/12/2021 | — | — | — | — | 25,000(12) | 377,000 | — | — | | | 3/11/2022 | — | — | — | — | 5,555(13) | 83,769 | — | — | | | 3/17/2022 | 25,407(3) | 76,219(3) | 13.65 | 3/17/2032 | — | — | — | — | | | 3/9/2023 | — | 39,226(4) | 17.27 | 3/9/2033 | — | — | — | — | | | 3/9/2023 | — | — | — | — | — | — | 34,742(5) | 523,909 | | | 3/9/2023 | — | — | — | — | — | — | 21,714(6) | 327,447 |

  54. Outstanding Equity Awards at Fiscal Year-End Table

    (1) Market value reflects the number of unvested restricted stock units multiplied by $15.08 per share, the closing price of our common stock on the NYSE on December 29, 2023, the last trading day of fiscal 2023. (2) Mr. Akradi’s option award became fully vested and exercisable upon the IPO. This option is held by the Bahram Akradi Revocable Trust U/A Dated February 7, 2006. (3) Each such option award vests ratably on an annual basis over four years beginning on March 17, 2023. (4) Each such option award vests ratably on an annual basis over four years beginning on March 9, 2024. (5) Each such restricted stock unit was to vest on the later of our determination of our performance under the 2023 Bonus Program and the first full trading date following the release of our 2023 financial results (the “2023 Vesting Date”), subject to satisfying a performance condition such that they were to be forfeited in whole or in part if our Adjusted EBITDA for 2023 did not equal or exceed $450 million. Our Adjusted EBITDA exceeded such target amount and accordingly these performance-based restricted stock units vested in full on February 29, 2024. (6) Each such restricted stock unit vests ratably on an annual basis over four years beginning on the 2023 Vesting Date. These restricted stock units were subject to a performance qualifier such that they were to be forfeited in whole or in part if our Adjusted EBITDA for 2023 did not equal or exceed $450 million. Our Adjusted EBITDA for 2023 exceeded such target amount, and accordingly, these performance-based restricted stock units met the performance qualifier. For Mr. Houghton, with his separation of service on January 5, 2024, the first 7,238 restricted stock units vested on February 29, 2024, and the remainder of his restricted stock units were forfeited. See “Employment and Severance Arrangements.” (7) This option award was to vest ratably on an annual basis over four years beginning on August 30, 2023. With Mr. Houghton’s separation of service on January 5, 2024, the unvested stock options were forfeited. See “Employment and Severance Arrangements.” (8) This option award was to vest ratably on an annual basis over four years beginning on March 9, 2024. With Mr. Houghton’s separation of service on January 5, 2024, the first 13,076 stock options vested on March 9, 2024 per his separation agreement, and the remaining stock options were forfeited. See “Employment and Severance Arrangements.” (9) Each such option award vested in full prior to or upon the IPO, as applicable, and became exercisable on April 4, 2022. (10) Each such option award (i) vested 50% on March 8, 2022, based on performance conditions for 2021 that were deemed met and became exercisable on April 4, 2022 and (ii) vests 50% ratably on an annual basis over four years beginning on May 3, 2022. (11) Each such option award vests ratably on an annual basis over four years beginning on October 6, 2022. (12) Each such restricted stock unit vests ratably on an annual basis over the remaining two years on October 12, 2024 and 2025. (13) Each such restricted stock unit vests on the last vesting date of March 11, 2024. (14) Each such restricted stock unit vests ratably on an annual basis over the remaining two years on December 9, 2024 and 2025. (15) Each such restricted stock unit vests ratably on an annual basis over the remaining three years on March 11, 2024, 2025 and 2026. (16) Each such restricted stock unit vests ratably on an annual basis over four years beginning on May 1, 2024.

  55. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table summarizes the number of shares of common stock on an aggregated basis underlying awards of stock, including restricted stock units, that vested for each Named Executive Officer during the fiscal year ended December 31, 2023. No Named Executive Officer exercised any stock options during the fiscal year ended December 31, 2023.

  56. Option Exercises and Stock Vested Table

    | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) | | Bahram Akradi | — | — | | Robert Houghton | — | — | | Eric Buss | 15,973 | 245,978 | | Parham Javaheri | 27,778 | 436,247 | | Jeffrey Zwiefel | 18,056 | 276,743 |

  57. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table We maintain the Excess Plan for a select group of eligible highly compensated employees, including all of our Named Executive Officers. The terms of the Excess Plan are described in the CD&A. The following table contains information regarding our executives’ participation in our nonqualified deferred compensation plan.

  58. Nonqualified Deferred Compensation Table

    | NAME | EXECUTIVE CONTRIBUTIONS IN LAST FY ($) | REGISTRANT CONTRIBUTIONS IN LAST FY ($) | AGGREGATE EARNINGS IN LAST FY ($) (1) (2) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) | AGGREGATE BALANCE AT LAST FYE ($) | | Bahram Akradi | — | — | — | — | — | | Robert Houghton | — | — | — | — | — | | Eric Buss | — | — | — | — | — | | Parham Javaheri | 198,662 | — | 18,698 | — | 217,359(3) | | Jeffrey Zwiefel | — | — | 99,904 | — | 464,331(4) |

  59. Nonqualified Deferred Compensation Table

    (1) Reflects the aggregate interest or other earnings accrued during the last fiscal year. (2) These amounts do not represent above-market earnings, and thus are not reported in the Summary Compensation Table. (3) Mr. Javaheri began his participation in the Excess Plan in 2023 and elected in-service distributions in a future calendar year. (4) Mr. Zwiefel is eligible to receive distribution of his account upon his separation from service, subject to the required deferral of distribution as a key employee. Mr. Zwiefel’s balance reflects amounts contributed to the plan before the IPO, and thus, have not been reported in prior year Summary Compensation Tables.

  60. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control In this section, we describe payments that may be made to our Named Executive Officers upon several events of termination, assuming the termination event occurred on the last day of fiscal 2023 (except as otherwise noted). This section does not cover all amounts our Named Executive Officers will receive following termination, such as the receipt of vested benefits. The following table shows the payments and benefits for which the amount, vesting or time of payment is altered by each employment termination situation. As of December 31, 2023, we had entered into employment agreements with each of our Named Executive Officers that provide for potential payments upon a qualifying termination of employment. For additional information on such arrangements, see “Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table—Named Executive Officer Employment Arrangements.” In addition, pursuant to the applicable equity arrangements, our Named Executive Officers are entitled to receive acceleration of vesting of certain of their outstanding awards upon the occurrence of qualifying events. (1)

  61. Potential Payments Upon Termination or Change in Control

    | NAME | BENEFIT | TERMINATION WITHOUT CAUSE OR FOR GOOD REASON (NO CHANGE IN CONTROL) ($) | CHANGE IN CONTROL (NO TERMINATION) ($) (2) | TERMINATION WITHOUT CAUSE OR FOR GOOD REASON (IN CONNECTION WITH A CHANGE IN CONTROL) ($) (3) | TERMINATION DUE TO DEATH OR DISABILITY ($) (4) | | Bahram Akradi (5) | Cash | — | — | — | — | | | Equity Acceleration | — | — | — | — | | | All Other Payments or Benefits | — | — | — | — | | | Total | — | — | — | — | | Robert Houghton (6) | Cash | — | — | — | — | | | Equity Acceleration | — | — | — | — | | | All Other Payments or Benefits | — | — | — | — | | | Total | — | — | — | — | | Eric Buss | Cash | 1,875,000(7) | — | 1,875,000(7) | 750,000 | | | Equity Acceleration | — | — | 943,676 | — | | | All Other Payments or Benefits | 29,792(8) | — | 29,792(8) | — | | | Total | 1,904,792 | — | 2,848,468 | 750,000 | | Parham Javaheri | Cash | 1,875,000(7) | — | 1,875,000(7) | 750,000 | | | Equity Acceleration | — | — | 2,720,734 | — | | | All Other Payments or Benefits | 29,735(8) | — | 29,735(8) | — | | | Total | 1,904,735 | — | 4,625,469 | 750,000 | | Jeffrey Zwiefel (9) | Cash | 900,000(10) | — | 900,000(10) | 900,000 | | | Equity Acceleration | — | — | — | — | | | All Other Payments or Benefits | 87,685(11) | — | 87,685(11) | 87,685(11) | | | Total | 987,685 | — | 987,685 | 987,685 |

  62. Potential Payments Upon Termination or Change in Control

    (1) Amounts reflected in the table were calculated assuming the triggering event occurred on December 31, 2023, and are based on Mr. Akradi’s offer letter, the current employment agreements with Messrs. Buss and Javaheri, Mr. Houghton’s separation agreement and general release and Mr. Zwiefel’s agreement and general release and consulting agreement. (2) Amounts reflected in the “Change in Control (No Termination)” column were calculated assuming that no termination occurred after the change in control. The values of any additional benefits to the Named Executive Officers that would arise only if a termination were to occur after a change in control are disclosed in the “Termination Without Cause or for Good Reason (in Connection with a Change in Control)” or other applicable columns. (3) The equity acceleration represents the value of unvested equity awards granted under the 2021 Plan and held by certain of our Named Executive Officers on December 31, 2023 that would be subject to accelerated vesting, based on the closing price of our common stock as of December 29, 2023, or $15.08. (4) Represents the maximum annual bonus for 2023 that was earned by the Named Executive Officers under the 2023 Bonus Program. Note that we have provided for the maximum annual bonus for 2023 to be reflected as a cash payment upon termination per the terms of their employment agreements despite the 2023 Annual Bonus being paid in equity-based awards. (5) Pursuant to his offer letter, Mr. Akradi has forgone the right to receive severance payments prior to August 18, 2024. (6) The Company agreed with Mr. Houghton that his service to the Company would cease effective January 5, 2024. In connection with this separation of service, the Company entered into a separation agreement and general release with Mr. Houghton pursuant to which Mr. Houghton received certain payments and benefits. See “—Employment and Severance Arrangements” above. (7) Represents the aggregate cash severance payments Messrs. Buss and Javaheri would have been entitled to under their respective employment agreements, or 1.5x the sum of the executive’s (i) base salary at termination and (ii) target annual bonus for 2023. Note that we have provided for the target annual bonus for 2023 to be reflected as a cash payment upon termination per the terms of their employment agreements despite the 2023 Annual Bonus being paid in equity-based awards. (8) Represents the value associated with the continued provision of health benefits based on the 2023 premiums for insurance multiplied by eighteen months. Amount does not include distributions of vested plan balances under the nonqualified deferred compensation plan. (9) In connection with his retirement, the Company entered into an agreement and general release and consulting agreement with Mr. Zwiefel pursuant to which Mr. Zwiefel received certain benefits, including the continued vesting of his equity awards. See “—Employment and Severance Arrangements” above. (10) Represents the amount of Mr. Zwiefel’s maximum annual bonus for 2023. Note that we have provided for the annual bonus for 2023 to be reflected as a cash payment upon termination despite the 2023 Annual Bonus being paid in equity-based awards. (11) Represents the value associated with the continued provision of health benefits based on the 2023 premiums for insurance multiplied by eighteen months, the value of a continued club membership through March 31, 2027, and $50,000 in coaching and development services. See “—Employment and Severance Arrangements” above. Amount does not include distributions of vested plan balances under the nonqualified deferred compensation plan.

  63. CEO Pay Ratio

    CEO Pay Ratio We are providing the following information about the relationship of the annual total compensation of our median paid employee and the annual total compensation of Mr. Akradi, our CEO. For fiscal 2023: •the annual total compensation of our median employee was $9,002; and •the annual total compensation of our CEO, as reported in the Summary Compensation Table, was $12,089,472. Based on this information for fiscal 2023, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 1,343 to 1. We identified our median employee based on the total cash compensation actually paid during fiscal 2023 to all members of our workforce (including full-time, part-time, active and seasonal) other than our CEO, who were employed on December 31, 2023. We identified a range of median team members based on the statistical median plus or minus 1% of earnings, with the final median employee used for purposes of the CEO Pay Ratio being chosen from within that range based on length of service and consistency of earnings throughout the year. For purposes of determining the total cash compensation actually paid, we included: the amount of wages the employee received during the year and the amount of any cash incentives and commissions paid to the employee for the year (which include annual cash incentives that are generally paid in February or March for performance during the prior fiscal year). We converted Canadian employee cash compensation from Canadian dollars to U.S. dollars using the U.S. Treasury reporting rate of exchange as of December 31, 2023. We annualized the total cash compensation for permanent employees who were employed on December 31, 2023, but did not work for the entire year (i.e., new hires). The wages of temporary and seasonal employees were not annualized, and no full-time equivalent adjustments were made for part-time employees. Once we identified our median employee, we then determined that employee’s total compensation in the same manner that we determine the total compensation of our Named Executive Officers as set forth in the Summary Compensation Table. The total compensation of our median employee was determined to be $9,002. This total compensation amount for our median employee was then compared to the total compensation of our CEO disclosed above in the Summary Compensation Table, of $12,089,472. The elements included in the CEO’s total compensation are fully discussed above in the footnotes to the Summary Compensation Table.

  64. Pay Versus Performance Table

    Pay Versus Performance Table The following table details our pay versus performance for each year since our initial public offering on October 7, 2021.

  65. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment (3) Based On: | | | | | Year | Summary Compensation Table Total for CEO (1) (2) ($) | Compensation Actually Paid to CEO (1) (2) ($) | Average Summary Compensation Table Total for Other NEOs (1) (2) ($) | Average Compensation Actually Paid to Other NEOs (1) (2) ($) | Total Shareholder Return ($) | Peer Group Total Shareholder Return (4) ($) | Net Income (Loss) ($ in millions) | CSM: Adjusted EBITDA (5) ($ in millions) | | 2023 | 12,089,472 | 11,469,361 | 2,605,597 | 2,803,252 | 84.96 | 90.09 | 76.1 | 536.8 | | 2022 | 8,078,464 | 2,966,606 | 1,976,501 | 380,749 | 67.38 | 78.27 | (1.8) | 281.7 | | 2021 | 41,931,218 | 132,579,680 | 6,117,387 | 6,078,209 | 96.96 | 99.79 | (579.4) | 80.3 |

  66. Pay Versus Performance Table

    (1) For 2023, the CEO was Bahram Akradi and the Other Named Executive Officers (“NEOs”) were Robert Houghton, Former Executive Vice President and Chief Financial Officer, Eric Buss, Executive Vice President and Chief Administrative Officer, Parham Javaheri, Executive Vice President, President Club Operations and Chief Property Development Officer, and Jeffrey Zwiefel, Former President and Chief Operating Officer. For 2022, the CEO was Bahram Akradi and the Other NEOs were Thomas Bergmann, Former President and Chief Financial Officer, Robert Houghton, Executive Vice President and Chief Financial Officer, Jeffrey Zwiefel, President and Chief Operating Officer, Eric Buss, Executive Vice President and Chief Administrative Officer, and Parham Javaheri, Executive Vice President and Chief Property Development Officer. For 2021, the CEO was Bahram Akradi and the Other NEOs were Thomas Bergmann, President and Chief Financial Officer, Jeffrey Zwiefel, President and Chief Operating Officer, Eric Buss, Executive Vice President and Chief Administrative Officer, and Parham Javaheri, Executive Vice President and Chief Property Development Officer. (2) None of our NEOs participate in a pension plan; therefore, we did not report a change in pension value for any of the years reflected in this table, and a deduction from the Summary Compensation Table (“SCT”) total related to pension value is not needed. A reconciliation of Total Compensation from the SCT to Compensation Actually Paid to our CEO and the average of our Other NEOs is shown below:

  67. Pay Versus Performance Table

    | ADJUSTMENTS | CEO ($) | Average of Other NEOs ($) | | Total Compensation from SCT | 12,089,472 | 2,605,597 | | (Subtraction): SCT amounts of stock and option awards | (10,500,010) | (1,817,004) | | Addition: Fair value at year-end of awards granted during fiscal year 2023 that are outstanding and unvested at year-end | 9,086,060 | 1,541,183 | | Addition (Subtraction): The difference between the fair value of awards from the end of fiscal year 2022 to the end of fiscal year 2023 for awards granted in any prior fiscal year that are outstanding and unvested at year-end | 501,009 | 248,045 | | Addition: Vesting date fair value of awards granted and vesting during fiscal year 2023 | — | — | | Addition (Subtraction): Change in fair value from the end of fiscal year 2022 to the vesting date for awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied during fiscal year 2023 | 292,830 | 225,431 | | (Subtraction): The fair value at the end of fiscal year 2022 for awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during fiscal year 2023 | — | — | | Compensation Actually Paid (as calculated) | 11,469,361 | 2,803,252 |

  68. Pay Versus Performance Table

    With respect to measuring the fair value of awards that are stock options, because the options were no longer at-the-money at the measurement dates, we used a Hull White lattice model to estimate the fair value of the options at the applicable dates considering the remaining contractual term of the options, an assumption about the executives’ early exercise behavior, the risk-free rate as of the measurement date and a volatility measured using a consistent approach with the grant date fair values. Compensation Actually Paid to Mr. Akradi for 2021 is primarily comprised of an option award granted in 2015 that vested in connection with our IPO in October 2021. (3) Total Shareholder Return (“TSR”) is calculated based on a fixed investment of one hundred dollars measured from the market close on October 7, 2021, which was the first day our common stock began to trade publicly on the NYSE, through and including the end of the fiscal year for each year reported in the table. (4) Our peer group used for the TSR calculation is the Russell 2000 (Total Return) Index, which is used to show our performance in our annual report on Form 10-K. We used this as our industry index because there is no published industry or line-of-business index for our industry, and we do not have a readily definable peer group that is publicly traded. (5) Our company-selected measure, which is the measure we believe represents the most important financial performance measure not otherwise presented in the table above that we use to link compensation actually paid to our NEOs for fiscal 2023 to our Company’s performance, is Adjusted EBITDA. See the Appendix for our definition and reconciliation of Adjusted EBITDA.