DEF 14A of Life Time Group Holdings, Inc., Mar 13, 2025

DEF 14A of Life Time Group Holdings, Inc.

Filed Mar 13, 2025 · FY20240001869198-25-000015

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 Annual Meeting, 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 2027 annual meeting of stockholders, 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 I directors, Bahram Akradi, David Landau, Alejandro Santo Domingo and Andres Small, for re-election for three-year terms expiring at the 2028 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 | | | | | | | | | | Bahram Akradi* | 63 | 1992 | Class I 2025 Annual Meeting | No | — | M | C | C | | David Landau | 59 | 2015 | Class I 2025 Annual Meeting | No | — | M | — | M | | Alejandro Santo Domingo | 48 | 2019 | Class I 2025 Annual Meeting | Yes | — | — | — | — | | Andres Small | 44 | 2020 | Class I 2025 Annual Meeting | Yes | M | — | — | — | | Continuing Directors | | | | | | | | | | Joel Alsfine | 55 | 2019 | Class II 2026 Annual Meeting | Yes | M, F | — | — | M | | Jonathan Coslet | 60 | 2015 | Class II 2026 Annual Meeting | Yes | — | M | M | — | | J. Kristofer Galashan | 47 | 2015 | Class II 2026 Annual Meeting | Yes | — | — | M | M | | Stuart Lasher | 65 | 2015 | Class II 2026 Annual Meeting | No | — | C | — | M | | Jimena Almendares | 44 | 2021 | Class III 2027 Annual Meeting | Yes | — | — | — | — | | Donna Coallier | 61 | 2022 | Class III 2027 Annual Meeting | Yes | C, F | — | — | — | | John Danhakl** | 68 | 2015 | Class III 2027 Annual Meeting | Yes | — | M | M | — | | Paul Hackwell | 45 | 2015 | Class III 2027 Annual Meeting | Yes | — | — | M | M |

  4. Nominees for Director and Continuing Directors

    * Chairman of the Board ** Independent Lead Director 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 2028 (Class I Directors)

    Nominees for Terms Expiring in 2028 (Class I Directors)

  6. Nominees for Terms Expiring in 2028 (Class I Directors)

    | BAHRAM AKRADI Age: 63 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) |

  7. Nominees for Terms Expiring in 2028 (Class I Directors)

    | DAVID LANDAU Age: 59 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. |

  8. Nominees for Terms Expiring in 2028 (Class I Directors)

    | ALEJANDRO SANTO DOMINGO Age: 48 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) |

  9. Nominees for Terms Expiring in 2028 (Class I Directors)

    | ANDRES SMALL Age: 44 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. |

  10. Class II Directors (Terms Expiring in 2026)

    Class II Directors (Terms Expiring in 2026)

  11. Class II Directors (Terms Expiring in 2026)

    | JOEL ALSFINE Age: 55 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. | | | •Partner of Dell Family Office (formerly known as MSD Capital, L.P.), from 2014 to December 2020. | | | •Held various roles at Dell Family Office (formerly known as MSD Capital, L.P.), 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 2023) •CC Neuberger Principal Holdings II (NYSE: PRPB) (2020 to 2022) |

  12. Class II Directors (Terms Expiring in 2026)

    | JONATHAN COSLET Age: 60 Independent Director Director since: 2015 Committees: •Compensation •Nominating and Corporate Governance | Background | | | •Partner 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 December 2024) •Cushman & Wakefield plc (NYSE: CWK) (2018 to June 2024) •IQVIA Holdings Inc. (NYSE: IQV) (2003 to 2020) |

  13. Class II Directors (Terms Expiring in 2026)

    | J. KRISTOFER GALASHAN Age: 47 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) |

  14. Class II Directors (Terms Expiring in 2026)

    | STUART LASHER Age: 65 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) |

  15. Class III Directors (Terms Expiring in 2027)

    Class III Directors (Terms Expiring in 2027)

  16. Class III Directors (Terms Expiring in 2027)

    | JIMENA ALMENDARES Age: 44 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. |

  17. Class III Directors (Terms Expiring in 2027)

    | DONNA COALLIER Age: 61 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. |

  18. Class III Directors (Terms Expiring in 2027)

    | JOHN DANHAKL Age: 68 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) |

  19. Class III Directors (Terms Expiring in 2027)

    | PAUL HACKWELL Age: 45 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, Classic Collision, 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) •Viking Holdings Ltd. (NYSE: VIK) (2016 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, clawback policy and stock ownership guidelines •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 2024: 4 |

  21. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our directors play a critical role in guiding our strategic direction and overseeing the management of Life Time. However, we have determined that our current directors who have been nominated by the Principal Stockholders other than by Mr. Akradi, which are currently all of our directors other than Ms. Almendares, Mr. Alsfine, Ms. Coallier and Mr. Lasher, 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. Effective October 1, 2024, the Board determined that Mr. Alsfine should begin receiving compensation for his service on the Board since he is no longer nominated by a Principal Stockholder and that Mr. Lasher should begin receiving compensation for his service on the Board as he is nominated by Mr. Akradi. For 2024, to account for increased responsibilities of the chairs of the Board committees and in consultation with WTW, the Compensation Committee recommended and the Board approved increasing the annual cash retainers for the chairs of the Audit Committee and Compensation Committee by $10,000 and of the Nominating and Corporate Governance Committee by $5,000. For 2024, Ms. Almendares and Ms. Coallier were eligible for the annual compensation set forth below, and effective October 1, 2024, Mr. Alsfine and Mr. Lasher were eligible for a pro-rata portion of 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, as amended (the “Director Compensation Program”). No other non-employee directors received any compensation in respect of their service on our Board in 2024, 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 total value of which does not exceed $10,000 annually for any such director. 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 2024, 2023 and 2022.” 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 | 40,000 | | Compensation | 35,000 | | Nominating and Corporate Governance | 25,000 | | 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 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 is 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. Messrs. Alsfine and Lasher received a grant for the pro-rata portion of the $155,000 based on the October 1, 2024 effective date of their becoming eligible to receive compensation for their service on the Board. 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. 2024 Director Compensation Table

    2024 Director Compensation Table

  25. Director Compensation in 2024

    Director Compensation in 2024

  26. Director Compensation in 2024

    | NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS (1) ($) | TOTAL ($) | | Jimena Almendares | 75,000 | 154,999 | 229,999 | | Joel Alsfine | 22,500 | 87,887 | 110,387 | | Donna Coallier | 115,000 | 154,999 | 269,999 | | Stuart Lasher | 27,500 | 87,887 | 115,387 |

  27. Director Compensation in 2024

    (1) With respect to Ms. Almendares and Ms. Coallier, amounts reflect the grant date fair value of 10,954 restricted stock units granted on April 26, 2024, computed in accordance with the provisions of FASB ASC Topic 718 (based on a closing stock price of $14.15 per share). With respect to Messrs. Alsfine and Lasher, amounts reflect the grant date fair value of 3,665 restricted stock units granted on October 1, 2024, computed in accordance with the provision of FASB ASC Topic 718 (based on a closing stock price of $23.98 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, 2024. 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 10,954 and by each of Mr. Alsfine and Mr. Lasher was 3,665, as of December 31, 2024.

  28. 2024 Results and Compensation Decisions

    2024 Results and Compensation Decisions In 2023, we achieved our operating and strategic objectives and exceeded our financial goals, including increasing member engagement and setting record levels of revenue and profitability. We also expanded our portfolio of new centers in an asset-light manner and made progress on improving our balance sheet. For 2024, we wanted to build on this momentum by continuing to grow our revenue and profitability while significantly improving the strength of our balance sheet and cash flow. We believe we successfully executed our strategy in 2024. We experienced record levels of member engagement and retention, resulting in new record levels of revenue and profitability. We also exceeded expectations in reducing our leverage ratio from 3.6 times for the year-ended December 31, 2023, to 2.3 times for the year-ended December 31, 2024. We also achieved and maintained positive free cash flow while growing our portfolio of new centers. See the Appendix for our definitions and reconciliations of Adjusted EBITDA and our leverage ratio. With the leadership of our executive team, in 2024 we: •Increased our total revenue more than $400 million or 18.2% to over $2.6 billion, our membership dues and enrollment fees nearly $300 million or 19.1% to over $1.8 billion and our average revenue per center membership to $3,160 in 2024 compared to $2,810 and $2,528 in 2023 and 2022, respectively. •Significantly increased our profitability with net income increasing more than $80 million to $156.2 million and Adjusted EBITDA increasing $140 million to $676.8 million. Additionally, we achieved a 6.0% net income margin and a 25.8% Adjusted EBITDA margin, both of which exceeded our 3.4% net income margin and 24.2% Adjusted EBITDA margin in 2023. •Continued to execute on our strategic initiatives that are driving record levels of member engagement and retention, including pickleball, Dynamic Personal Training, Dynamic Stretch, small group training such as Alpha, GTX and Ultra Fit, our ARORA community focused on members aged 55 years and older and our new MIORA performance and longevity health offering, as highlighted by our more than 114 million visits to our clubs in 2024 compared to 103 million and 86 million in 2023 and 2022, respectively. •Ended the year with 866,085 total memberships – up approximately 6.3% from the end of 2023. •Improved our net debt leverage ratio to 2.3 times as of December 31, 2024, down from 3.6 times as of December 31, 2023. We also strengthened our capital structure with a primary offering of six million shares of our common stock and refinanced our debt structure with a new $1,000 million seven-year term loan and $500 million of new 6.000% senior secured notes due 2031. We also achieved positive free cash flow for 2024. The compensation for our Named Executive Officers in 2024 reflected the strong growth and profitability of our business and improved leverage in 2024: •The Board of Directors and Compensation Committee implemented a short-term incentive plan based on our Adjusted EBITDA for 2024 and on our leverage ratio at the end of 2024. We issued one-year performance-based restricted stock units to our Named Executive Officers other than Mr. Weaver with the number of units determined by dividing the tranche three (maximum) incentive opportunity amounts, as set forth on page 32, by our closing stock price on the grant date. These restricted stock units were to vest at varying levels, with any performance below the tranche three performance level set for Adjusted EBITDA or not meeting the leverage ratio resulting in a full or partial forfeiture of the restricted stock units. Mr. Weaver, who was promoted to his role as Executive Vice President and Chief Financial Officer effective August 1, 2024, participated in the same short-term incentive plan as the other NEOs except that he received fully vested shares of our common stock shortly following determination of our results rather than at the time of adopting the short-term incentive plan. The Board of Directors and the Compensation Committee determined to issue equity awards under the short-term incentive plan again in 2024 to continue to align the interests of our Named Executive Officers with our stockholders and for investment in the Company’s growth. Due to our attainment of $676.8 million of Adjusted EBITDA for 2024, which exceeded the tranche three performance level of $630 million, and our attainment of a leverage ratio of 2.3 times, which was lower than the 3.0 times performance level, the performance-based restricted stock units granted to our Named Executive Officers vested in full and Mr. Weaver was granted fully vested shares of our common stock at his tranche three incentive opportunity amount. •While the structure and design of our 2024 long-term incentive program continued to use time- and performance-based vesting, the Board and Compensation Committee granted our first multi-year performance stock unit awards since our initial public offering in 2021. One-half of the respective long-term incentive opportunity amount for our NEOs other than Mr. Weaver was in the form of time-based restricted stock units that vest pro-rata over three years. The other 50% of the award was comprised of a three-year performance stock 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 stock 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. Our $676.8 million of Adjusted EBITDA for 2024 exceeded the tranche three performance level of $630 million for 2024 under our three-year performance stock unit award based on our Adjusted EBITDA. Our 2.3 times leverage ratio was lower than the 3.0 times performance level under the three-year performance stock unit award based on our leverage ratio and the first third of that award vested in full. Mr. Weaver’s long-term incentive award for 2024 was in the form of time-based restricted stock units that vest pro-rata over three years. •The Compensation Committee approved increased base salaries and short-term incentive opportunities for Messrs. Buss, Javaheri and Singh effective at the start of 2024 to recognize their performance and expanded roles with the departure of other executive vice presidents and to more closely align their base salaries and incentive opportunities to peers in the market. •Effective August 1, 2024, the Board increased Mr. Weaver’s base salary, increased his short-term incentive opportunity, determined that Mr. Weaver should participate in the NEO short-term incentive program for the entirety of 2024 except that his payout would be made at the time performance is determined, and granted Mr. Weaver an award of 15,000 restricted stock units that cliff vest on August 1, 2027, all in connection with his promotion to Executive Vice President and Chief Financial Officer. The Board later approved an increased short-term incentive opportunity for Mr. Weaver in recognition of his strong performance and to more closely align his incentive opportunity to peers in the market. 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 restricted stock units and performance stock units.

  29. 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 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 that complies with NYSE and SEC rules. See “Executive Incentive Compensation Recovery Policy” above. |

  30. 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. The Board of Directors and the Compensation Committee determined to issue restricted stock units in 2024 rather than pay cash under the short-term incentive plan, similar to 2023, to continue to align the interests of our Named Executive Officers with our stockholders and for investment in the Company’s growth. Similar to the adjustments made to the base salaries of certain of our Named Executive Officers as described immediately above in “—Base Salary,” the Compensation Committee approved adjustments for such Named Executive Officers’ short-term incentive opportunities for 2024. The following table sets forth the tranche three (maximum) short-term incentive opportunity for each of our Named Executive Officers for fiscal years 2024 and 2023:

  31. Short-Term Incentive Compensation

    | NAMED EXECUTIVE OFFICER | FISCAL YEAR 2024 | FISCAL YEAR 2023 | | Bahram Akradi | $4,500,000 | $4,500,000 | | Erik Weaver | $400,000 | N/A | | Eric Buss | $930,000 | $750,000 | | Parham Javaheri | $972,000 | $750,000 | | RJ Singh | $750,000 | $600,000 |

  32. Short-Term Incentive Compensation

    For our 2024 short-term incentive program, we divided the short-term incentive opportunities for our Named Executive Officers into two awards, one based on our leverage ratio at the end of 2024 and one based on our Adjusted EBITDA for 2024. Our Named Executive Officers other than Mr. Weaver received performance-based restricted stock units with a grant date value equal to the leverage ratio short-term incentive opportunity plus the Adjusted EBITDA tranche three short-term incentive opportunity, in each case as set forth in the table immediately below and based on our closing stock price on the grant date of February 7, 2024, which were to vest based on the Company’s achievement of specified Adjusted EBITDA amounts for full year 2024 and being at or below a specified leverage ratio at the end of 2024 (the “2024 Bonus Program”). Given that Mr. Weaver was not an executive officer on February 7, 2024, Mr. Weaver did not receive these performance-based restricted stock units on such date, but participated in the same 2024 Bonus Program and received fully vested shares of our common stock on February 28, 2025. The Adjusted EBITDA component would vest at different levels, or be forfeited, based upon achievement against the tranche one performance level of $590 million, tranche two performance level of $610 million and/or tranche three performance level of $630 million. Vesting under the 2024 Bonus Program for the Adjusted EBITDA component was to be determined using linear interpolation if achievement fell between performance levels. If the tranche one performance level of Adjusted EBITDA were not achieved for 2024, all restricted stock units associated with the Adjusted EBITDA component of the 2024 Bonus Program would have forfeited and Mr. Weaver would not have received any bonus for the Adjusted EBITDA component under the 2024 Bonus Program. If the tranche three performance level of Adjusted EBITDA were exceeded, participants would still only be eligible to receive vesting or a payout equal to their tranche three bonus opportunity. The leverage ratio incentive opportunity was equal to 25% of each NEO’s tranche two incentive opportunity amount (see table immediately below for amounts) and would vest or forfeit in full depending on if the Company’s leverage ratio was equal to or below 3.0 times at the end of 2024. If the Company’s leverage ratio were higher than 3.0 times, all restricted stock units associated with the leverage ratio component of the 2024 Bonus Program would have forfeited and Mr. Weaver would not have received any bonus for the leverage ratio component under the 2024 Bonus Program. 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 as well as (gain) loss on sale-leaseback transactions, capital transaction costs, legal settlements, asset impairment, severance and other items that are not indicative of our ongoing operations. Our leverage ratio is calculated as our net debt divided by our trailing twelve months of Adjusted EBITDA. Net debt is defined as long-term debt, net of current portion, plus current maturities of debt, excluding fair value adjustments, unamortized debt discounts and issuance costs, minus cash and cash equivalents. Net debt is as of the last day of the respective year. See the Appendix for further information on our calculation of Adjusted EBITDA and leverage ratio, including a reconciliation to GAAP net income and total debt. The Compensation Committee, in coordination with the Audit Committee, determined that the Company’s Adjusted EBITDA for full year 2024 exceeded the tranche three performance level under the 2024 Bonus Program and the Company’s leverage ratio at the end of 2024 was below 3.0 times. Our $676.8 million of Adjusted EBITDA for 2024 was a 26.1% increase over our $536.8 million of Adjusted EBITDA for 2023 and represented another record year for the Company. Similarly, our 2.3 times leverage ratio at the end of 2024 was a significant reduction from the 3.6 times leverage ratio at the end of 2023. Each Named Executive Officer therefore received vesting or payout at the tranche three level of their bonus opportunities under the 2024 Bonus Program.

  33. Short-Term Incentive Compensation

    | | FISCAL YEAR 2024 | | | | | | | LEVERAGE RATIO | ADJUSTED EBITDA | | | | | NAMED EXECUTIVE OFFICER | ($) | TRANCHE ONE ($) | TRANCHE TWO ($) | TRANCHE THREE ($) | ACTUAL PAYOUT ($) | | Performance Levels | 3.0 times | 590 million | 610 million | 630 million | | | Actual Performance Results | 2.3 times | | 676.8 million | | | | Short-Term Incentive Opportunity and Actual Payout | | | | | | | Bahram Akradi | 750,000 | 750,000 | 2,250,000 | 3,750,000 | 4,500,000 | | Erik Weaver | 66,667 | 66,667 | 200,000 | 333,333 | 400,000 | | Eric Buss | 155,000 | 155,000 | 465,000 | 775,000 | 930,000 | | Parham Javaheri | 162,000 | 162,000 | 486,000 | 810,000 | 972,000 | | RJ Singh | 125,000 | 125,000 | 375,000 | 625,000 | 750,000 |

  34. 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. Additionally, granting equity awards emphasizes our commitment to “at risk” compensation. For our 2024 long-term incentive program (the “2024 Long-Term Incentive Program”), we provided a combination of time-based restricted stock units and performance stock units for our Named Executive Officers other than Mr. Weaver under our 2021 Incentive Award Plan (the “2021 Plan”). The value of these awards under the 2024 Long-Term Incentive Program was split equally between the restricted stock units and performance stock units. Given that Mr. Weaver was not an executive officer at the time the 2024 Long-Term Incentive Program was adopted, Mr. Weaver received only time-based restricted stock units. The 2024 Long-Term Incentive Program is the first year that we have utilized multi-year performance stock unit awards since our initial public offering in 2021. Rather than adopting an award that fully cliff vests after three years, our Compensation Committee determined to issue (1) a three-year performance stock unit award based on our leverage ratio at the end of 2024, 2025 and 2026, with one-third vesting in whole or not at all each year dependent on achieving the leverage ratio target for such year and (2) a three-year performance stock unit award based on achieving performance levels set for Adjusted EBITDA in each of 2024, 2025 and 2026 with the value of one-third of such award determined by performance for such year; however, the award does not vest until the end of the three year period. Similar to the adjustments made to the base salaries and short-term incentive opportunities for certain of our Named Executive Officers, the Compensation Committee, and the Board of Directors for our Chief Executive Officer, approved adjustments for such Named Executive Officers’ long-term incentive opportunities for 2024. Approved grants of restricted stock units and performance stock units to each Named Executive Officer under the 2024 Long-Term Incentive Program were as follows:

  35. Long-Term Incentive Compensation

    | | 2023 | 2024 LONG-TERM INCENTIVE PROGRAM | | | | | NAMED EXECUTIVE OFFICER | AGGREGATE VALUE ($) | AGGREGATE VALUE ($) | RESTRICTED STOCK UNITS (#) | PERFORMANCE STOCK UNITS (Leverage) (#) | PERFORMANCE STOCK UNITS (Adjusted EBITDA) (#) | | Bahram Akradi | 7,500,000 | 9,000,000 | 338,855 | 112,952 | 225,904 | | Erik Weaver | — | 331,050 | 15,000 | — | — | | Eric Buss | 1,250,000 | 1,550,000 | 58,358 | 19,453 | 38,906 | | Parham Javaheri | 1,250,000 | 1,620,000 | 60,994 | 20,331 | 40,663 | | RJ Singh | 1,000,000 | 1,250,000 | 47,063 | 15,687 | 31,376 |

  36. Long-Term Incentive Compensation

    The restricted stock units vest ratably on an annual basis over three years. For our performance stock units that vest based on our leverage ratio, one-third will either vest or forfeit in full dependent on whether our leverage ratio is at or below the targeted leverage ratio at the end of each of 2024, 2025 and 2026. Our leverage ratio of 2.3 times at the end of 2024 was below the targeted leverage of 3.0 times for 2024 and, accordingly, the first one-third of these performance stock units vested in full. For our performance stock units that vest based on our Adjusted EBITDA, one-third will be based on performance as measured for each of 2024, 2025 and 2026. For each year, no performance stock units will be achieved unless our Adjusted EBITDA for that year is at or above the tranche one performance level. If performance is at the tranche one performance level, 25% of the applicable performance stock units will be achieved. If performance is at the tranche two performance level, 100% of the applicable performance stock units will be achieved. If performance is at or above the tranche three performance level, 250% of the applicable performance stock units will be achieved. No more than 250% of the number of performance stock units set forth in the table above may be achieved. Achievement will be determined using linear interpolation if performance falls between performance levels. Any performance stock units that are not achieved for the applicable year shall be automatically and immediately forfeited. Our $676.8 million of Adjusted EBITDA for 2024 was greater than the tranche three performance level for 2024 and accordingly 250% of the first one-third of these performance stock units were deemed achieved. Any performance stock units achieved during each of 2024 and 2025 based on Adjusted EBITDA performance do not vest until the end of the three year period and in the event an NEO incurs a termination of service prior to the vesting date, the performance stock units will be immediately forfeited except in the event service is terminated due to death or disability, or the NEO is involuntary terminated by the Company for a reason other than cause (as defined in the award agreement), in which event such NEO will vest in the number, if any, of performance stock units that have been determined to be achieved on or prior to the date of the termination of service. In addition to the 2024 Long-Term Incentive Program, effective August 1, 2024 in conjunction with his appointment to Chief Financial Officer, we granted Mr. Weaver an award of 15,000 restricted stock units that cliff vest on August 1, 2027. We did not grant any stock options during 2024. If we were to grant stock options, our expectation is that they would be granted during the window that we typically approve our annual compensation programs for our NEOs, which is usually not at a time when we have just disclosed material nonpublic information or are about to disclose material nonpublic information.

  37. 2025 Compensation Changes

    2025 Compensation Changes The Board of Directors and the Compensation Committee made certain changes to our compensation program for fiscal year 2025, including: •Our 2025 short-term incentive program is based entirely on our Adjusted EBITDA for 2025, with no component based on leverage ratio. Our Compensation Committee determined to not use our leverage ratio for 2025 given the significant reduction in our leverage ratio in 2024 and the Company’s expectation to maintain our leverage ratio at or below 2.25 times. We again issued one-year performance-based restricted stock units that will vest at a level based on our Adjusted EBITDA for 2025. •Our 2025 long-term incentive program continues to be equally split between time-based restricted stock units and performance stock units. The performance stock units are based entirely on our Adjusted EBITDA for 2025, 2026 and 2027, with the entire award vesting at the end of the three year period. •Base salaries and incentive opportunities remained the same for all Named Executive Officers, except for Mr. Weaver whose base salary and short- and long-term incentive opportunities were increased to recognize his performance as the Company’s Chief Financial Officer and to more closely align his overall compensation to peers in the market.

  38. 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 other than Mr. Weaver. 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. Weaver) shortly before the completion of our IPO consistent with Life Time’s transition to a public company. Our Compensation Committee approved adjustments to Mr. Weaver’s compensation, including approval, at the time of promoting Mr. Weaver to be the Company’s Executive Vice President & Chief Financial Officer, of the severance that Mr. Weaver would be eligible to receive in the event of certain terminations of service. For further discussion of these arrangements, see “Named Executive Officer Employment Arrangements” below.

  39. 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 Code 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 to 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.

  40. Summary Compensation Table – Fiscal Years 2024, 2023 and 2022

    Summary Compensation Table – Fiscal Years 2024, 2023 and 2022 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, 2024, 2023 and 2022, as applicable.

  41. Summary Compensation Table – Fiscal Years 2024, 2023 and 2022

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS ($) (1) (2) (3) | OPTION AWARDS ($) (5) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) (6) | ALL OTHER COMPENSATION ($) (8) | TOTAL ($) | | Bahram Akradi | 2024 | 1,465,385 | — | 13,499,982 | — | — | 198,189 | 15,163,556 | | Founder, Chairman & Chief Executive Officer | 2023 | 1,500,000 | — | 6,750,014 | 3,749,996 | — | 89,462 | 12,089,472 | | | 2022 | 1,472,116 | — | 2,421,672 | 3,749,999 | — | 434,677 | 8,078,464 | | Erik Weaver | 2024 | 405,539 | — | 517,350(4) | — | 400,000 | 20,065 | 1,342,954 | | Executive Vice President & Chief Financial Officer | | | | | | | | | | Eric Buss | 2024 | 756,731 | — | 2,479,987 | — | — | 24,893 | 3,261,611 | | Executive Vice President & Chief Administrative Officer | 2023 | 750,000 | — | 1,125,002 | 625,004 | — | 20,158 | 2,520,164 | | | 2022 | 747,116 | — | 504,511 | 624,997 | — | 22,660 | 1,899,284 | | Parham Javaheri | 2024 | 790,385 | — | 2,592,004 | — | — | 21,712 | 3,404,101 | | Executive Vice President, President Club Operations & Chief Property Development Officer | 2023 | 748,558 | — | 2,143,002 | 625,004 | — | 18,141 | 3,534,705 | | | 2022 | 673,558 | 300,000(7) | 1,021,563 | 562,504 | — | 19,169 | 2,576,794 | | RJ Singh | 2024 | 610,193 | — | 1,999,995 | — | — | 18,220 | 2,628,408 | | Executive Vice President & Chief Digital Officer | | | | | | | | |

  42. Summary Compensation Table – Fiscal Years 2024, 2023 and 2022

    (1) Amounts include for each NEO other than Mr. Weaver the grant-date fair value of performance-based restricted stock units granted under our short-term incentive program during fiscal 2024 based on each such NEO’s leverage opportunity and tranche three Adjusted EBITDA opportunity as set forth in the table above under “Short-Term Incentive Compensation,” computed in accordance with ASC Topic 718 rather than the amounts paid to or realized by the named individual. The performance-based restricted stock units vested in full on February 28, 2025. 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. We also paid the 2023 short-term incentive compensation plan in restricted stock units and vested stock rather than cash. There were no payouts under the 2022 short-term incentive program. (2) Amounts include for each NEO other than Mr. Weaver the grant-date fair value of restricted stock units granted under our long-term incentive program during fiscal 2024, 2023 and 2022, and the grant-date fair value of restricted stock units granted to Mr. Javaheri in 2023, 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 include for each NEO other than Mr. Weaver the grant-date fair value of performance stock units granted under our long-term incentive program during fiscal 2024 based on each such NEO’s leverage opportunity and tranche two Adjusted EBITDA opportunity as set forth in the table above under “Long-Term Incentive Compensation,” computed in accordance with ASC Topic 718 rather than the amounts paid to or realized by the named individual. The first third of the performance-stock units based on our leverage vested on February 28, 2025. The performance stock units based on our Adjusted EBITDA can vest up to 250% of the tranche two opportunity for each such NEO. The first third of the performance-stock units based on our Adjusted EBITDA were determined to have been achieved at 250%. Assuming that the grant-date fair value of the performance stock units based on our Adjusted EBITDA was calculated based on each NEO’s respective maximum Adjusted EBITDA opportunity, the grant-date fair value of such units would have been: Mr. Akradi – $7,500,013, Mr. Buss – $1,291,679, Mr. Javaheri – $1,350,012 and Mr. Singh – $1,041,683. The February 7, 2024 grant date stock price for the awards in each of the above footnotes was $13.28. (4) Amounts include for Mr. Weaver (a) the grant-date fair value of restricted stock units granted under our long-term incentive program during fiscal 2024 based on a February 27, 2024 grant date stock price of $12.42, and (b) the grant-date fair value of restricted stock units granted during fiscal 2024 in connection with the promotion of Mr. Weaver to Executive Vice President & Chief Financial Officer based on an August 1, 2024 grant date stock price of $22.07, in each case computed in accordance with ASC Topic 718 rather than the amounts paid to or realized by the named individual. (5) Amounts reflect the grant-date fair value of stock options granted during fiscal 2023 and 2022 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. (6) Amount reflects the actual short-term incentive award earned by Mr. Weaver under our 2024 Bonus Program. Our Adjusted EBITDA for 2024 exceeded our tranche three performance level and our leverage ratio was below the 3.0 times performance level; accordingly on February 28, 2025, Mr. Weaver received 13,131 fully vested shares of our common stock based on a closing stock price of $30.46 on such date in accordance with ASC Topic 718. (7) Amount reflects a retention bonus paid to Mr. Javaheri in 2022. (8) All Other Compensation for 2024 includes:

  43. Summary Compensation Table – Fiscal Years 2024, 2023 and 2022

    | NAME | CAR ALLOWANCE / USE OF COMPANY CAR ($) | COMPANY CAR GROSS- UP ($) | PHONE ALLOWANCE ($) | PERSONAL USE OF COMPANY AIRCRAFT ($) (a) | HOME CONNECTIVITY ($) | EXECUTIVE LONG-TERM DISABILITY INSURANCE ($) | OTHER ($) (b) | TOTAL ($) | | Bahram Akradi | 12,000 | 10,058 | 600 | 101,648 | 1,075 | 2,220 | 70,588 | 198,189 | | Erik Weaver | 12,000 | 5,378 | 600 | — | — | 2,087 | — | 20,065 | | Eric Buss | 12,000 | 10,073 | 600 | — | — | 2,220 | — | 24,893 | | Parham Javaheri | 10,250 | 8,642 | 600 | — | — | 2,220 | — | 21,712 | | RJ Singh | 8,375 | 7,025 | 600 | — | — | 2,220 | — | 18,220 |

  44. Summary Compensation Table – Fiscal Years 2024, 2023 and 2022

    (a) We determine the incremental costs of the personal use of Company aircraft based on the variable operating costs to us, which includes (i) aircraft fuel expenses; (ii) remote hangar, landing, ramp, and airport fees; (iii) customs, foreign permit and similar fees; (iv) crew travel expenses; (v) supplies and catering; and (vi) passenger ground transportation. Flights where there are no passengers on Company aircraft (so-called “deadhead” flights) are allocated to the executive when in connection with personal use. Because Company aircraft is used primarily for business travel, this methodology excludes fixed costs that do not change based on usage, such as aircraft permanent hangar rent, insurance, depreciation and pilot salaries. (b) Includes the costs of personal administrative support provided to Mr. Akradi of $38,399, plus the associated tax gross-up of $32,189.

  45. Grants of Plan-Based Awards in Fiscal 2024

    Grants of Plan-Based Awards in Fiscal 2024 The following table provides supplemental information relating to grants of plan-based awards made during fiscal 2024 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 2024.

  46. Grants of Plan-Based Awards in Fiscal 2024

    | NAME | GRANT DATE | APPROVAL DATE | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($) (9) | | | | | THRESHOLD ($) | TARGET (#) | MAXIMUM (#) | THRESHOLD ($) | TARGET (#) | MAXIMUM (#) | | | | Bahram Akradi | 2/7/24 | — | — | — | — | — | 56,475(1) | — | — | 749,988 | | | 2/7/24 | — | — | — | — | 56,476(2) | 169,428(2) | 282,380(2) | — | 3,750,006 | | | 2/7/24 | — | — | — | — | — | — | — | 338,855(3) | 4,499,994 | | | 2/7/24 | — | — | — | — | — | 112,951(4) | — | — | 1,499,989 | | | 2/7/24 | — | — | — | — | 56,476(5) | 225,904(5) | 564,760(5) | — | 3,000,005 | | Erik Weaver | 2/7/24 | — | — | — | — | — | — | — | 15,000(6) | 186,300 | | | 8/1/24 | 7/31/24 | 66,667(7) | 266,667(7) | 400,000(7) | — | — | — | — | — | | | 8/1/24 | 7/31/24 | — | — | — | — | — | — | 15,000(8) | 331,050 | | Eric Buss | 2/7/24 | — | — | — | — | — | 11,672(1) | — | — | 155,004 | | | 2/7/24 | — | — | — | — | 11,672(2) | 35,014(2) | 58,358(2) | — | 774,994 | | | 2/7/24 | — | — | — | — | — | — | — | 58,358(3) | 774,994 | | | 2/7/24 | — | — | — | — | — | 19,452(4) | — | — | 258,323 | | | 2/7/24 | — | — | — | — | 9,727(5) | 38,906(5) | 97,265(5) | — | 516,672 | | Parham Javaheri | 2/7/24 | — | — | — | — | — | 12,199(1) | — | — | 162,003 | | | 2/7/24 | — | — | — | — | 12,199(2) | 36,596(2) | 60,994(2) | — | 810,000 | | | 2/7/24 | — | — | — | — | — | — | — | 60,994(3) | 810,000 | | | 2/7/24 | — | — | — | — | — | 20,331(4) | — | — | 269,996 | | | 2/7/24 | — | — | — | — | 10,166(5) | 40,663(5) | 101,658(5) | — | 540,005 | | RJ Singh | 2/7/24 | — | — | — | — | — | 9,413(1) | — | — | 125,005 | | | 2/7/24 | — | — | — | — | 9,413(2) | 28,238(2) | 47,063(2) | — | 624,997 | | | 2/7/24 | — | — | — | — | — | — | — | 47,063(3) | 624,997 | | | 2/7/24 | — | — | — | — | — | 15,687(4) | — | — | 208,323 | | | 2/7/24 | — | — | — | — | 7,844(5) | 31,376(5) | 78,440(5) | — | 416,673 |

  47. Grants of Plan-Based Awards in Fiscal 2024

    (1) These awards represent the number of performance-based restricted stock units with a one-year performance period that were granted for the leverage ratio component of our 2024 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 if our leverage ratio at the end of 2024 was not at or below 3.0 times. Our leverage ratio of 2.3 times was below the required 3.0 times and accordingly these performance-based restricted stock units vested in full on February 28, 2025. (2) These awards represent the number of performance-based restricted stock units with a one-year performance period that were granted at maximum (tranche three) for the Adjusted EBITDA component of our 2024 Bonus Program under the 2021 Plan, as described in “Short-Term Incentive Compensation” above. These restricted stock unit awards were subject to Adjusted EBITDA performance conditions. Our Adjusted EBITDA exceeded the tranche three performance level and accordingly these performance-based restricted stock units vested in full on February 28, 2025. (3) These awards represent the number of restricted stock units that were granted as part of our 2024 Long-Term Incentive Program under the 2021 Plan. These restricted stock unit awards vest ratably on an annual basis over three years beginning on February 28, 2025. (4) These awards represent the number of performance stock units that were granted for the leverage ratio component of our 2024 Long-Term Incentive Program under the 2021 Plan, as described in “Long-Term Incentive Compensation” above. These performance stock unit awards are subject to performance conditions such that one-third of such performance stock units are to be forfeited in whole if our leverage ratio at the end of 2024, 2025 and 2026 is not at or below the specific leverage ratio for such year. Our leverage ratio of 2.3 times was below the required 3.0 times for 2024 and, accordingly, one-third of the performance stock units vested in full on February 28, 2025. (5) These awards represent the number of performance stock units that were granted at target (tranche two) for the Adjusted EBITDA component of our 2024 Long-Term Incentive Program under the 2021 Plan, as described in “Long-Term Incentive Compensation” above. These performance stock unit awards are subject to performance conditions based on our Adjusted EBITDA for 2024, 2025 and 2026. The performance stock units based on our Adjusted EBITDA can be achieved up to 250% of the target amount and vest following determination of our performance for 2026. Our Adjusted EBITDA for 2024 exceeded the tranche three performance level and, accordingly, achieved at 250% of the target amount for 2024. (6) This award represents the number of time-based restricted stock units that were granted as part of our long-term incentive program under the 2021 Plan. These restricted stock unit awards vest ratably on an annual basis over three years beginning on February 1, 2025. (7) These amounts represent the tranche one, tranche two and tranche three potential payouts under our 2024 Bonus Program for Mr. Weaver, with leverage ratio and Adjusted EBITDA performance levels. On January 11, 2025, the Compensation Committee approved an increase in these amounts from $50,000, $200,000 and $300,000 to $66,667, $266,667 and $400,000, respectively, effective for 2024. Our Adjusted EBITDA for 2024 exceeded our tranche three performance level and our leverage ratio was below 3.0 times; accordingly on February 28, 2025, Mr. Weaver received 13,131 fully vested shares of our common stock based on a closing stock price of $30.46 on such date. (8) This award represents the number of time-based restricted stock units that were granted to Mr. Weaver under the 2021 Plan in connection with his promotion to Executive Vice President & Chief Financial Officer. These restricted stock unit awards cliff vest on August 1, 2027. (9) 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) through (4) of the table included under “Summary Compensation Table—Fiscal Years 2024, 2023 and 2022.”

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

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

  49. 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, 2024.

  50. 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 | 254,066(3) | 254,064(3) | 13.65 | 3/17/2032 | — | — | — | — | | | 3/9/2023 | 98,065(4) | 294,194(4) | 17.27 | 3/9/2033 | — | — | — | — | | | 3/9/2023 | — | — | — | — | 162,855(5) | 3,602,353 | — | — | | | 2/7/2024 | — | — | — | — | — | — | 56,475(6) | 1,249,227 | | | 2/7/2024 | — | — | — | — | — | — | 282,380(7) | 6,246,246 | | | 2/7/2024 | — | — | — | — | 338,855(8) | 7,495,473 | — | — | | | 2/7/2024 | — | — | — | — | — | — | 112,951(9) | 2,498,476 | | | 2/7/2024 | — | — | — | — | — | — | 225,904(10) | 4,996,996 | | Erik Weaver | 5/3/2021 | 11,250(11) | 3,750(11) | 19.32 | 5/31/2031 | — | — | — | — | | | 10/12/2021 | — | — | — | — | 2,777(12) | 61,427 | — | — | | | 5/31/2022 | — | — | — | — | 5,555(13) | 122,877 | — | — | | | 10/12/2022 | — | — | — | — | 25,000(14) | 553,000 | — | — | | | 4/24/2023 | 2,500(15) | 7,500(15) | 17.59 | 4/24/2033 | — | — | — | — | | | 2/27/2024 | — | — | — | — | 15,000(16) | 331,800 | — | — | | | 8/1/2024 | — | — | — | — | 15,000(17) | 331,800 | — | — | | Eric Buss | 6/8/2016 | 750,000(18) | — | 10.00 | 6/8/2026 | — | — | — | — | | | 5/3/2021 | 227,500(19) | 32,500(19) | 19.32 | 5/3/2031 | — | — | — | — | | | 10/6/2021 | 64,140(20) | 21,379(20) | 18.00 | 10/6/2031 | — | — | — | — | | | 10/12/2021 | — | — | — | — | 10,416(12) | 230,402 | — | — | | | 3/17/2022 | 42,344(3) | 42,344(3) | 13.65 | 3/17/2032 | — | — | — | — | | | 3/9/2023 | 16,345(4) | 49,032(4) | 17.27 | 3/9/2033 | — | — | — | — | | | 3/9/2023 | — | — | — | — | 27,142(5) | 600,381 | — | — | | | 2/7/2024 | — | — | — | — | — | — | 11,672(6) | 258,185 | | | 2/7/2024 | — | — | — | — | — | — | 58,358(7) | 1,290,879 | | | 2/7/2024 | — | — | — | — | 58,358(8) | 1,290,879 | — | — | | | 2/7/2024 | — | — | — | — | — | — | 19,452(9) | 430,278 | | | 2/7/2024 | — | — | — | — | — | — | 38,906(10) | 860,601 | | Parham Javaheri | 7/2/2018 | 90,000(18) | — | 14.26 | 7/2/2028 | — | — | — | — | | | 3/27/2019 | 100,000(18) | — | 17.95 | 3/27/2029 | — | — | — | — | | | 5/3/2021 | 154,000(19) | 22,000(19) | 19.32 | 5/3/2031 | — | — | — | — | | | 10/6/2021 | 57,726(20) | 19,241(20) | 18.00 | 10/6/2031 | — | — | — | — | | | 10/12/2021 | — | — | — | — | 9,375(12) | 207,375 | — | — | | | 12/9/2021 | — | — | — | — | 3,125(21) | 69,125 | — | — | | | 3/11/2022 | — | — | — | — | 25,000(22) | 553,000 | — | — | | | 3/17/2022 | 38,110(3) | 38,110(3) | 13.65 | 3/17/2032 | — | — | — | — | | | 3/9/2023 | 16,345(4) | 49,032(4) | 17.27 | 3/9/2033 | — | — | — | — | | | 3/9/2023 | — | — | — | — | 27,142(5) | 600,381 | — | — | | | 5/12/2023 | — | — | — | — | 37,500(23) | 829,500 | — | — | | | 2/7/2024 | — | — | — | — | — | — | 12,199(6) | 269,842 | | | 2/7/2024 | — | — | — | — | — | — | 60,994(7) | 1,349,187 | | | 2/7/2024 | — | — | — | — | 60,994(8) | 1,349,187 | — | — | | | 2/7/2024 | — | — | — | — | — | — | 20,331(9) | 449,722 | | | 2/7/2024 | — | — | — | — | — | — | 40,663(10) | 899,466 |

  51. 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) | | RJ Singh | 3/31/2017 | 80,000(18) | — | 11.48 | 3/31/2027 | — | — | — | — | | | 2/19/2020 | 170,000(18) | — | 25.00 | 2/19/2030 | — | — | — | — | | | 5/3/2021 | 115,500(19) | 16,500(19) | 19.32 | 5/3/2031 | — | — | — | — | | | 10/6/2021 | 51,312(20) | 17,103(20) | 18.00 | 10/6/2031 | — | — | — | — | | | 10/12/2021 | — | — | — | — | 22,222(12) | 491,551 | — | — | | | 3/17/2022 | 33,876(3) | 38,875(3) | 13.65 | 3/17/2032 | — | — | — | — | | | 3/9/2023 | 13,076(4) | 39,225(4) | 17.27 | 3/9/2033 | — | — | — | — | | | 3/9/2023 | — | — | — | — | 21,714(5) | 480,314 | — | — | | | 5/12/2023 | — | — | — | — | 18,750(23) | 414,750 | — | — | | | 2/7/2024 | — | — | — | — | — | — | 9,413(6) | 208,216 | | | 2/7/2024 | — | — | — | — | — | — | 47,063(7) | 1,041,034 | | | 2/7/2024 | — | — | — | — | 47,063(8) | 1,041,034 | — | — | | | 2/7/2024 | — | — | — | — | — | — | 15,687(9) | 346,996 | | | 2/7/2024 | — | — | — | — | — | — | 31,376(10) | 694,037 |

  52. Outstanding Equity Awards at Fiscal Year-End Table

    (1) Market value reflects the number of unvested restricted stock units or unvested performance stock units at target multiplied by $22.12 per share, the closing price of our common stock on the NYSE on December 31, 2024, the last trading day of fiscal 2024. (2) Mr. Akradi’s option award became fully vested and exercisable upon the IPO. Mr. Akradi exercised this stock option award in full on February 27, 2025. (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 vests ratably on an annual basis over the remaining three years (of a four-year award) on February 28, 2025, 2026 and 2027. (6) Each such performance-based restricted stock unit was to vest on the later of our determination of our performance under the 2024 Bonus Program and the first full trading date following the release of our 2024 financial results (the “2024 Vesting Date”), subject to satisfying a performance condition such that they were to be forfeited in whole if our leverage ratio at the end of 2024 was not at or below 3.0 times. Our leverage ratio was below such target amount and accordingly these performance-based restricted stock units vested in full on February 28, 2025. (7) Each such performance-based restricted stock unit was to vest on the 2024 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 2024 did not equal or exceed $630 million. Our Adjusted EBITDA exceeded such amount and accordingly these performance-based restricted stock units vested in full on February 28, 2025. (8) Each such restricted stock unit vests ratably on an annual basis over three years on February 28, 2025, 2026 and 2027. (9) Each such performance stock unit vests one-third on the later of our determination of our performance under the performance stock units for each of 2024, 2025 and 2026 and the first full trading date following the release of our financial results for each of 2024, 2025 and 2026, subject to satisfying a performance condition for each of 2024, 2025 and 2026 such that one-third of the performance stock units are to be forfeited in whole if our leverage ratio at the end of 2024, 2025 or 2026, as applicable, is not at or below the required leverage ratio for such year. Our leverage ratio was below the required 3.0 times for 2024 and, accordingly, one-third of the performance stock units vested in full on February 28, 2025. (10) Each such performance stock unit vests on the later of our determination of our performance under the performance stock units for 2026 and the first full trading date following the release of our financial results for 2026, subject to satisfying a performance condition for each of 2024, 2025 and 2026 such that one-third of the performance stock units can be achieved or forfeited in whole or in part based on our Adjusted EBITDA for 2024, 2025 and 2026. The performance stock units are shown at target but can be achieved up to 250% of the target amount each year. Our Adjusted EBITDA for 2024 exceeded the tranche three performance level and, accordingly, achieved at 250% of the target amount for 2024. (11) Each such option award vests ratably on an annual basis over four years beginning on May 1, 2022. (12) Each such restricted stock unit vests on October 12, 2025 for the remaining one year of a four-year award. (13) Each such restricted stock unit vests ratably on an annual basis over the remaining two years (of a four-year award) on March 1, 2025 and 2026. (14) Each such restricted stock unit vests ratably on an annual basis over the remaining two years (of a four-year award) on October 12, 2025 and 2026. (15) Each such option award vests ratably on an annual basis over four years beginning on March 1, 2024. (16) Each such restricted stock unit vests ratably on an annual basis over three years on February 1, 2025, 2026 and 2027. (17) Each such restricted stock unit cliff vests on August 1, 2027. (18) Each such option award vested in full prior to or upon the IPO, as applicable, and became exercisable on April 4, 2022. (19) 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 1, 2022. (20) Each such option award vests ratably on an annual basis over four years beginning on October 6, 2022. (21) Each such restricted stock unit vests on December 9, 2025 for the remaining one year of a four-year award. (22) Each such restricted stock unit vests ratably on an annual basis over the remaining two years (of a four-year award) on March 11, 2025 and 2026. (23) Each such restricted stock unit vests ratably on an annual basis over the remaining three years (of a four-year award) on May 1, 2025, 2026 and 2027.

  53. 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 acquired on exercise of stock options and underlying awards of stock, including restricted stock units, that vested for each Named Executive Officer during the fiscal year ended December 31, 2024.

  54. Option Exercises and Stock Vested Table

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) | | Bahram Akradi | — | — | 348,189 | 4,632,675 | | Erik Weaver | — | — | 33,451 | 615,763 | | Eric Buss | — | — | 74,004 | 1,120,418 | | Parham Javaheri | 168,000 | 2,197,080 | 98,310 | 1,470,345 | | RJ Singh | — | — | 77,675 | 1,301,463 |

  55. 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.

  56. 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 | — | — | — | — | — | | Erik Weaver | — | — | — | — | — | | Eric Buss | — | — | — | — | — | | Parham Javaheri | 138,946 | — | 37,734 | — | 394,039(3) | | RJ Singh | — | — | — | — | — |

  57. 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.

  58. 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 2024 (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, 2024, we had entered into employment agreements or other approved arrangements 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)

  59. 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 | 6,750,000(6) | — | 6,750,000(6) | 4,500,000 | | | Equity Acceleration | — | — | 19,673,629 | — | | | All Other Payments or Benefits | 27,375(7) | — | 27,375(7) | — | | | Total | 6,777,375 | — | 26,451,004 | 4,500,000 | | Erik Weaver | Cash | 900,000(8) | — | 900,000(8) | 400,000 | | | Equity Acceleration | — | — | 1,445,379 | — | | | All Other Payments or Benefits | 27,375(7) | — | 27,375(7) | — | | | Total | 927,375 | — | 2,372,754 | 400,000 | | Eric Buss | Cash | 2,092,500(6) | — | 2,092,500(6) | 930,000 | | | Equity Acceleration | — | — | 3,757,803 | — | | | All Other Payments or Benefits | 30,267(7) | — | 30,267(7) | — | | | Total | 2,122,767 | — | 5,880,570 | 930,000 | | Parham Javaheri | Cash | 2,187,000(6) | — | 2,187,000(6) | 972,000 | | | Equity Acceleration | — | — | 4,609,145 | — | | | All Other Payments or Benefits | 31,303(7) | — | 31,303(7) | — | | | Total | 2,218,303 | — | 6,827,448 | 972,000 | | RJ Singh | Cash | 1,687,500(6) | — | 1,687,500(6) | 750,000 | | | Equity Acceleration | — | — | 4,062,553 | — | | | All Other Payments or Benefits | 26,432(7) | — | 26,432(7) | — | | | Total | 1,713,932 | — | 5,776,485 | 750,000 |

  60. Potential Payments Upon Termination or Change in Control

    (1) Amounts reflected in the table were calculated assuming the triggering event occurred on December 31, 2024, and are based on Mr. Akradi’s offer letter and the current employment agreements or arrangements with Messrs. Weaver, Buss, Javaheri and Singh. (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, 2024 that would be subject to accelerated vesting, based on the closing price of our common stock as of December 31, 2024, or $22.12. (4) Represents the tranche three annual bonus for 2024 that was earned by the Named Executive Officers under the 2024 Bonus Program. Note that we have provided for the tranche three annual bonus for 2024 to be reflected as a cash payment upon termination per the terms of their employment agreements or arrangements despite the 2024 Annual Bonus being paid in equity-based awards. (5) Pursuant to his offer letter, Mr. Akradi had forgone the right to receive severance payments prior to August 18, 2024. (6) Represents the aggregate cash severance payments our NEOs other than Mr. Weaver would have been entitled to under their respective offer letter and employment agreements, or 1.5x the sum of the executive’s (i) base salary at termination and (ii) target annual bonus for 2024. Note that we have provided for the target annual bonus for 2024 to be reflected as a cash payment upon termination per the terms of their employment agreements despite the 2024 Annual Bonus being paid in equity-based awards. (7) Represents the value associated with the continued provision of health benefits based on the 2024 premiums for insurance multiplied by eighteen months. Amount does not include distributions of vested plan balances under the nonqualified deferred compensation plan. (8) Represents the aggregate cash severance payments Mr. Weaver would have been entitled to under his employment arrangements approved by the Compensation Committee, or the sum of his base salary at termination and tranche three (maximum) annual bonus for 2024. Note that we have provided for the annual bonus for 2024 to be reflected as a cash payment upon termination despite the 2024 Annual Bonus being paid in equity-based awards.

  61. 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 2024: •the annual total compensation of our median employee was $8,359; and •the annual total compensation of our CEO, as reported in the Summary Compensation Table, was $15,163,556. Based on this information for fiscal 2024, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 1,814 to 1. We identified our median employee based on the total cash compensation actually paid during fiscal 2024 to all members of our workforce (including full-time, part-time, active and seasonal) other than our CEO, who were employed on December 31, 2024. 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, 2024. We annualized the total cash compensation for permanent employees who were employed on December 31, 2024, 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 $8,359. 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 $15,163,556. The elements included in the CEO’s total compensation are fully discussed above in the footnotes to the Summary Compensation Table.

  62. Pay Versus Performance

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

  63. Pay Versus Performance

    | | | | | | 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) | | 2024 | 15,163,556 | 36,322,296 | 2,659,269 | 6,029,405 | 124.62 | 103.82 | 156.2 | 676.8 | | 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 |

  64. Pay Versus Performance

    (1) For 2024, the CEO was Bahram Akradi and the Other Named Executive Officers (the “Other NEOs”) were Erik Weaver, 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 RJ Singh, Executive Vice President and Chief Digital Officer. For 2023, the CEO was Bahram Akradi and the Other 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, Former Executive Vice President and Chief Financial Officer, Jeffrey Zwiefel, Former 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, Former President and Chief Financial Officer, Jeffrey Zwiefel, Former 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:

  65. Pay Versus Performance

    | ADJUSTMENTS | CEO ($) | Average of Other NEOs ($) | | Total Compensation from SCT | 15,163,556 | 2,659,269 | | (Subtraction): SCT amounts of stock and option awards | (13,499,982) | (1,897,334) | | Addition: Fair value at year-end of awards granted during fiscal year 2024 that are outstanding and unvested at year-end | 29,981,913 | 4,031,074 | | Addition (Subtraction): The difference between the fair value of awards from the end of fiscal year 2023 to the end of fiscal year 2024 for awards granted in any prior fiscal year that are outstanding and unvested at year-end | 3,636,411 | 859,156 | | Addition: Vesting date fair value of awards granted and vesting during fiscal year 2024 | 1,499,996 | 223,030 | | Addition (Subtraction): Change in fair value from the end of fiscal year 2023 to the vesting date for awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied during fiscal year 2024 | (459,598) | 154,210 | | (Subtraction): The fair value at the end of fiscal year 2023 for awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during fiscal year 2024 | — | — | | Compensation Actually Paid (as calculated) | 36,322,296 | 6,029,405 |

  66. Pay Versus Performance

    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. Mr. Akradi exercised this option award in full on February 27, 2025. (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 2024 to our Company’s performance, is Adjusted EBITDA. See the Appendix for our definition and reconciliation of Adjusted EBITDA.