SEC Form DEF 14A filed by Xponential Fitness Inc.

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Definitive Proxy Statement

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To elect one Class I Director to serve until the 2028 annual meeting of stockholders, until his successor shall have been duly elected and qualified or until such director’s earlier death, resignation or removal;

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To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and

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To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.

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To elect one Class I Director to serve until the 2028 annual meeting of stockholders, until his successor shall have been duly elected and qualified or until such director’s earlier death, resignation or removal;

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To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and

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To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.

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FOR the election of Mark Grabowski as a Class I Director; and

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FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

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Internet: www.proxyvote.com

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Telephone: 1-800-579-1639

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Email: [email protected] (if using email, please include your control number in the subject line)

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by Internet—You can vote over the Internet at www.proxyvote.com by following the instructions on the proxy card;

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by Telephone—You can vote by telephone by calling 1-800-690-6903 and following the instructions on the proxy card;

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by Mail—You can vote by mail by signing, dating and mailing the proxy card, which you may have received by mail; or

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at the Annual Meeting—You will need the 16-digit control number included in your proxy card or on the instructions that accompanied your Proxy Materials to vote electronically during the meeting.

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by submitting a duly executed proxy bearing a later date;

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by granting a subsequent proxy through the Internet or telephone;

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by giving written notice of revocation to the Secretary of the Company prior to or at the Annual Meeting; or

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by voting online at the Annual Meeting.

(1)

See biography on page 9 of this proxy statement.

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establishing, in conjunction with the CEO, an annual agenda of topics for consideration and review by the Board and determines and length and frequency of the Board meetings;

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setting the agenda for each Board meeting;

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ensures that the Board functions effectively and the perspectives of each member of the Board are considered;

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collaborating with Company management to set and review the Company’s long term strategy, establish appropriate milestones, and gain Board input and approval for such long term strategy and milestones;

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acting as the primary liaison between the Board and Company management for matters not already designated as the responsibility of any standing or special committees of the Board;

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leading the CEO succession planning process and performance review of the CEO; and

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engaging with stockholders, as needed.

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selecting a firm to serve as the independent registered public accounting firm to audit our financial statements;

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ensuring the independence and qualifications of the independent registered public accounting firm;

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discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, our interim and year-end operating results;

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establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;

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considering the adequacy of our internal controls and internal audit function;

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reviewing material related party transactions or those that require disclosure; and

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approving or, as permitted, pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm.

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reviewing and approving, or recommending that our Board of Directors approve, the compensation of our executive officers;

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reviewing and recommending to our Board of Directors the compensation of our directors;

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administering our stock and equity incentive plans;

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reviewing and approving, or making recommendations to our Board of Directors with respect to, incentive compensation and equity plans; and

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reviewing our overall compensation philosophy.

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identifying and recommending candidates for membership on our Board of Directors;

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reviewing and recommending our corporate governance guidelines and policies;

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reviewing proposed waivers of the code of conduct for directors and executive officers;

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overseeing the process of evaluating the performance of our Board of Directors; and

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assisting our Board of Directors on corporate governance matters.

(1)

For 2024, represents a special cash bonus of $43,333 for Ms. Morris approved on June 13, 2024, by the Human Capital Management Committee, in recognition of her performance in 2024 as Interim Chief Executive Officer. For 2023, represents the aggregate grant date fair value of the discretionary 2023 annual bonuses, which were paid in the form of fully vested restricted stock units (“RSUs”) to the applicable NEO in February 2024, calculated in accordance with FASB Accounting Standards Codification Topic 718 (“ASC 718”), as well as a special one-time cash bonus of $400,000 for Mr. Meloun.

(2)

Represents the aggregate grant date fair value of time-based RSU awards, and for Mr. King also a performance-based RSU award, calculated in accordance with ASC 718. The underlying assumptions made for this valuation are set forth in Note 14 to our consolidated financial statements for the year ended December 31, 2024,included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

(3)

Represents matching contributions to our 401(k) plan, and our payments to cover the employee portion of medical and dental insurance coverage for each NEO,excluding Ms. Morris. For Mr. Geisler, this amount also includes our payments for parking expenses of $931 for 2024 and $21,600 for 2023. For Mr. Meloun, this amount also includes reimbursement of travel fees totaling $25,000 for each year presented. For Ms. Morris, this amount is the compensation she received for her service as a non-employee director for the year ended December 31, 2024. See “Non-Employee Director Compensation” below for details of Ms. Morris’s compensation for her service on our Board of Directors.

(4)

Mr. King commenced employment as Chief Executive Officer on June 17, 2024.

(5)

Ms. Morris served as Interim Chief Executive Officer from May 10, 2024, to June 17, 2024.

(6)

Mr. Geisler was suspended by our Board of Directors on May 10, 2024, and subsequently resigned as Chief Executive Officer on May 13, 2024.

(7)

Ms. Luna resigned as President in December 2024.

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If Adjusted EBITDA achieved was between $140,000,000 and $154,000,000, linear interpolation would be used to determine the funding level.

(1)

Mr. Geisler and Ms. Luna had no outstanding awards as of December 31, 2024. Ms. Morris had no outstanding awards in connection with her service as Interim Chief Executive Officer as of December 31, 2024. See “Non-Employee Director Compensation” below for details of Ms. Morris’s outstanding equity awards for her service on our Board of Directors.

(2)

Represents the value of each award based on the closing price per share of our Class A common stock on December 31, 2024, of $13.45.

(3)

Represents (i) 161,875 RSUs granted on June 17, 2024, of which 25% vests on each of the 12-, 24-, 30-, and 36-month anniversaries of

(4)

Represents the unvested portion of (i) 241,592 RSUs granted on March 4, 2022, and (ii) 55, 346 RSUs granted on May 31, 2024, of which 25% vests annually over four years on the anniversary of the grant date, subject to continued service through each respective vesting date.

(5)

Represents the unvested portion of (i) 200,000 RSUs granted on October 9, 2023, of which 25% vests annually over four years on the anniversary of the grant date, (ii) 20,021 RSUs granted on February 23, 2023, of which 33% vest annually over three years on the anniversary of the grant date, and (iii) 55,346 RSUs granted on May 31, 2024, of which 25% vests annually over four years on the anniversary of the grant date, subject to continued service through each respective vesting date.

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Board member: $80,000 (increased from $78,750)

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Non-executive board chair: $55,000 (increased from $52,500)

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Lead director: $22,000 (increased from $21,000)

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Audit committee chair: $20,000 (increased from $18,900)

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Audit committee member: $12,000 (increased from $9,975)

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Human Capital Management committee chair: $15,000 (increased from $13,125)

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Human Capital Management committee member: $10,000 (increased from $7,875)

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Nominating and Corporate Governance committee chair: $12,000 (increased from $10,500)

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Nominating and Corporate Governance committee member: $8,000 (increased from $5,250)

(1)

Represents the aggregate grant date fair value of the RSUs awarded in 2024 computed in accordance with ASC 718. As of December 31, 2024, our non-employee directors held unvested RSUs in the following amounts: Ms. Morris: 9,888, Mr. Grabowski: 9,888, Ms. Grayson: 9,888, Mr. Clarke: 9,888, Mr.Lawrence: 9,888, and Mr. Haase: 4,146.

(2)

Amounts listed herein for Ms. Morris excludes the compensation she received for her service as Interim Chief Executive Officer from May 10, 2024, to June 17, 2024. See “Summary Compensation Table” above for details of Ms. Morris’s compensation as Interim Chief Executive Officer. Ms. Morris will serve her current term as a Class I director expiring at the Annual Meeting and will not continue as a Board member. The Board of Directors extends its sincere appreciation to Ms. Morris for her service to the Company.

(3)

Includes the full grant date fair value of fully vested RSUs, that were awarded to Messrs. Grabowski and Lawrence pursuant to each non-employee director’s election under the Policy commencing in October 2024 to receive all or a portion of his annual cash retainer (including any cash retainers for service on a committee) in the form of RSUs, calculated in accordance with ASC 718.

(4)

Mr. Lawrence informed the Board on April 21, 2025 that he was not standing for re-election at the Annual Meeting. The Board of Directors extends its sincere appreciation to Mr. Lawrence for his service to the Company.

(1)

Represents the number of outstanding RSUs granted under our OIP. The number included in respect of the performance-based RSUs granted to Mr. King in June 2024 under our OIP assumes each milestone applicable to the award will be achieved.

(2)

Consists of 2,683,694 shares remaining available for issuance under our OIP, and 4,484,425 shares remaining available for issuance under our Employee Stock Purchase Plan (“ESPP”), effective as of our initial public offering in July 2021, of which approximately 14,954 shares are subject to purchase during the ESPP’s current offering period which ends in June 2025.

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each person or group whom we know to own beneficially more than 5% of any class of our voting stock;

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each of our directors and Named Executive Officers individually; and

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all directors and executive officers as a group.

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Less than 1%

(1)

Subject to the terms of the Amended LLC Agreement, LLC Units are generally redeemable or exchangeable for shares of our Class A common stock on a one-for-one basis. Shares of Class B common stock will be cancelled on a one-for-one basis if we redeem or exchange LLC Units pursuant to the terms of the Amended LLC Agreement. Beneficial ownership of shares of our Class A common stock reflected in this table does not include beneficial ownership of shares of our Class A common stock for which such LLC Units may be redeemed or exchanged.

(2)

Represents the percentage of voting power of our Class A common stock, Class B common stock and shares of Class A common stock issuable upon the conversion of shares of the Series A preferred stock, held by such person voting together as a single class. Each holder of Class A common stock, Class B common stock and Series A preferred stock is entitled to one vote per share on all matters submitted to our stockholders for a vote.

(3)

Mr. King was hired as Chief Executive Officer in June 2024 and owned no Class A common stock or Class B common stock as of March 31, 2025.

(4)

Consists of: (i) 23,138 shares of Class A common stock held directly by Mr. Grabowski, (ii) 13,968 RSUs that will vest within 60 days, (iii) 5,612,062 Class A common stock held by H&W Investco II, LP and (iv) 6,101,697 shares of Class B common stock held by H&W Investco, LP, each of which Mr. Grabowski is the Managing Partner. Mr. Grabowski has reported sole investment and dispositive power over these shares. The address for H&W Investco, LP is 17 Palmer Lane, Riverside, CT 06878.

(5)

Consists of: (i) 39,902 shares of Class A common stock held directly by Mr. Hagopian and (ii) 8,800 shares of Class A held directly by the Hagopian Family Trust and indirectly by Mr. Hagopian as trustee of the trust.

(6)

Consists of: (i) 141,544 shares of Class A common stock held directly by Mr. Meloun and (ii) 185,904 shares of Class B common stock held directly by Mr. Meloun. 96,922 shares of Class A common stock held by Mr. Meloun are pledged as security.

(7)

Consists of (i) 43,098 shares of Class A common stock held directly by Ms. Morris, (ii) 9,888 RSUs that will vest within 60 days, (iii) 3,500 shares of Class A common stock held indirectly by Ms. Morris and directly by the Morris Charitable Remainder Trust, of which Ms. Morris is a co-trustee and (iv) 811 shares of Class B common stock held directly by Ms. Morris.

(8)

Consists of 12,886 shares of Class A common stock held directly by Ms. Grayson and (ii) 9,888 RSUs that will vest within 60 days.

(9)

Consists of 6,718 shares of Class A common stock held directly by Mr. Clarke and (ii) 9,888 RSUs that will vest within 60 days.

(10)

Consists of 4,429 shares of Class A common stock held directly by Mr. Lawrence and (ii) 9,888 RSUs that will vest within 60 days.

(11)

Consists of 1,874 shares of Class A common stock held directly by Mr. Haase and (ii) 7,228 RSUs that will vest within 60 days.

(12)

As reported on Schedule 13D/A filed by Mr. Anthony Geisler on November 15, 2024 and a Class B to Class A conversion of 1,000,000 LLC Units on March 14, 2025. Consists of: (i) 546,267 shares of Class A held directly by Mr. Geisler and the Anthony Geisler Trust and indirectly by Mr. Geisler as trustee of the trust, (ii) 1,083,330 shares of Class A common stock held by LAG Fit, Inc. and (iii) 6,429,878 shares of Class B common stock held by LAG Fit, Inc. Mr. Geisler has reported sole investment and dispositive power over the shares held by LAG Fit, Inc. The address for LAG Fit, Inc. is 6789 Quail Hill Parkway #408, Irvine, CA 92603.

(13)

As reported on Form 4 filed by Ms. Sarah Luna on September 15, 2024, consists of: (i) 138,315 shares of Class A common stock held directly by Ms. Luna and (ii) 58,735 shares of Class B common stock held directly by Ms. Luna.

(14)

Consists of: (i) 5,612,062 Class A common stock held by H&W Investco II, LP and (ii) 6,101,697 shares of Class B common stock held by H&W Investco, LP, each of which Mr. Grabowski is the Managing Partner. Mr. Grabowski has reported sole investment and dispositive power over these shares. The address for H&W Investco, LP is 17 Palmer Lane, Riverside, CT 06878.

(15)

As reported on Schedule 13D/A filed by Mr. Anthony Geisler on November 15, 2024 and a Class B to Class A conversion of 1,000,000 LLC Units on March 14, 2025. Consists of (i) 1,083,330 shares of Class A common stock held by LAG Fit, Inc. and (ii) 6,429,878 shares of Class B common stock held by LAG Fit, Inc. Mr. Geisler has reported sole investment and dispositive power over the shares held by LAG Fit, Inc. The address for LAG Fit, Inc. is 6789 Quail Hill Parkway #408, Irvine, CA 92603.

(16)

MSD Partners, L.P. (“MSD Partners”) is the investment manager of the MSD Affiliates (as defined below) and may be deemed to beneficially own securities beneficially owned by the MSD Funds. MSD Partners (GP), LLC (“MSD GP”), a Delaware limited liability company, is the general partner of MSD Partners, and may be deemed to beneficially own securities beneficially owned by MSD Partners. Gregg Lemkau maintains investment discretion over this investment and therefore may be deemed to beneficially own securities owned by MSD GP. The address of the principal business office of the MSD Affiliates is c/o MSD Partners, L.P., One Vanderbilt Avenue, 26^th Fl., NY, NY 10017.

(17)

The number of shares of Class A common stock shown as beneficially owned reflects the application of the provision of the Series A-1 preferred stock that, other than in the case of a mandatory conversion, prevents a holder of Series A-1 preferred stock, without at least 61 days written notice from such holder, from receiving shares of Class A common stock or any other of our equity securities upon any conversion of Series A-1 preferred stock to the extent that such exercise or receipt would cause any holder of Series A-1 preferred stock to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act) of a number of equity interests that would exceed 9.9% the Class A common stock outstanding at that time. The number of shares of Class A common stock that, but for the foregoing, would otherwise be issuable upon conversion of the Series A-1 preferred stock owned by the Affiliates of MSD Partners, L.P. consists of 4,109,524 shares of Class A common stock held as follows: 113,548 shares of Class A common stock issuable upon conversion of the Series A-1 preferred stock by MSD SBAFLA SPV, LLC, (“MSDSBA”), 680,157 shares of Class A common stock issuable upon conversion of the Series A-1 preferred stock by MSD PCOFMAS2 SPV, LLC, (“MSDPCOFM”), 13,230 shares of Class A common stock issuable upon conversion of the Series A-1 preferred stock by MSD Investment Corp., (“MSDIC”), 56,314 shares of Class A common stock issuable upon conversion of the Series A-1 preferred stock held by MSD PCOF2 - BC2, LLC, (“MSDPCOF2”), 81,924 shares of Class A common stock issuable upon conversion of the Series A-1 preferred stock held by MSD PCOF1 - PC, LLC, (“MSDPCOF1”), 271,313 shares of Class A common stock issuable upon conversion of the Series A-1 preferred stock held by MSD SIF Holdings, L.P., (“MSDSIF”), 821,084 shares of Class A common stock issuable upon conversion of the Series A-1 preferred stock held by MSD SIF Holdings II, L.P., (“MSDSIF2”), 617,688 shares of Class A common stock issuable upon conversion of the Series A-1 preferred stock held by MSD Special Investments Fund, L.P., (“MSDSIFLP”), 1,143,264 shares of Class A common stock issuable upon conversion of the Series A-1 preferred stock held by MSD Special Investments Fund II, L.P., (“MSDSIF2LP”), 206,014 shares of Class A common stock issuable upon conversion of the Series A-1 preferred stock held by MSD Private Credit Opportunity Master Fund, L.P., (“MSDPCO”), and 104,988 shares of Class A common stock issuable upon conversion of the Series A-1 preferred stock held by MSD PCOF1 - BC, LLC, (“MSDPCOFBC”) (MSDSBA, MSDPCOFM, MSDIC, MSDPCOF2, MSDPCOF1, MSDSIF, MSDSIF2, MSDSIFLP, MSDSIF2LP, MSDPCO and MSDPCOFBC, the “MSD Affiliates”).

(18)

The number of shares of Class A common stock shown as beneficially owned reflects the application of the provision of the Series A preferred stock that, other than in the case of a mandatory conversion, prevents a holder of Series A preferred stock, without at least 61 days written notice from such holder, from receiving shares of Class A common stock or any other of our equity securities upon any conversion of Series A preferred stock to the extent that such exercise or receipt would cause any holder of Series A preferred stock to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act) of a number of equity interests that would exceed 9.9% the Class A common stock outstanding at that time. The number of shares of Class A common stock that, but for the foregoing, would otherwise be issuable upon conversion of the Series A preferred stock owned by DESALKIV Portfolios, L.L.C. (“DESALKIV”, and such common stock issuable upon conversion, the “Subject Shares”) consists of 1,811,960 Subject Shares. DESALKIV has the power to vote or direct the vote of (and the power to dispose or direct the disposition of) the Subject Shares. Additionally, as reported on Schedule 13G filed by D. E. Shaw & Co., L.P., on 2/14/2025, 1,465,013 shares of Class A common stock held in the name of D. E. Shaw Galvanic Portfolios, L.L.C.

(19)

The number of shares of Class A common stock shown as beneficially owned reflects the application of the provision of the Series A preferred stock that, other than in the case of a mandatory conversion, prevents a holder of Series A preferred stock, without at least 61 days written notice from such holder, from receiving shares of Class A Common Stock or any other of our equity securities upon any conversion of Series A preferred stock to the extent that such exercise or receipt would cause any holder of Series A preferred stock to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act) of a number of equity interests that would exceed 9.9% the Class A Common Stock outstanding at that time. The number of shares of Class A common stock that, but for the foregoing, would otherwise be issuable upon conversion of the Series A preferred stock owned by Redwood Master Fund LTD. Redwood Capital Management, LLC (“RCM”) consists of 2,190,313 shares of Class A common stock issuable upon conversion of the Series A preferred stock held by Redwood Master Fund, Ltd. RCM is the investment manager of Redwood Master Fund, Ltd. RCM is wholly owned by Redwood Capital Management Holdings, LP (“RCM Holdings”). Mr. Ruben Kliksberg is the Chief Executive Officer of RCM, is the sole managing member of the general partner of RCM Holdings, and controls a majority of the limited partnership interests in RCM Holdings. The address for Redwood Master Fund, Ltd. is c/o Redwood Capital Management, LLC, 250 W 55th Street, New York, New York 10019.

(20)

As reported on Schedule 13G filed by Voss Capital, LLC and Travis W. Cocke on January 5, 2024, Voss Capital, LLC, as the investment manager of Voss Value Master Fund, L.P., Voss Value-Oriented Special Situations Fund, L.P. and certain accounts managed by Voss Capital, LLC (the “Voss Managed Accounts”), may be deemed the beneficial owner of the (i) 825,000 shares of Class A common stock beneficially owned by Voss Value Master Fund, L.P., (ii) 125,000 shares of Class A common stock beneficially owned by Voss Value-Oriented Special Situations Fund, L.P. and (iii) 1,910,000 shares of Class A common stock held in the Voss Managed Accounts. Travis W. Cocke, as the managing member of each of Voss Capital, LLC and Voss Advisors GP, LLC, may be deemed the beneficial owner of the (i) 825,000 shares of Class A common stock owned by Voss Value Master Fund, L.P., (ii) 125,000 shares of Common Stock owned by Voss Value-Oriented Special Situations Fund, L.P. and (iii) 1,910,000 shares of Class A common stock held in the Voss Managed Accounts. Voss Capital, LLC and Travis W. Cocke each have sole voting and dispositive power over 2,600,000 shares of Class A common stock and shared voting and dispositive power over 260,000 shares of Class A common stock. The address of Voss Capital, LLC and Travis W. Cocke is 3773 Richmond, Suite 500, Houston, Texas 77046.

(21)

As reported on Schedule 13G filed by BlackRock, Inc. on January 29, 2024. BlackRock, Inc. has sole voting power over 1,873,298 shares of Class A common stock and sole dispositive power over 1,903,039 shares of Class A common stock. The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.

(22)

As reported on Schedule 13G filed by Nut Tree Capital Management, L.P., on November 14, 2024. Nut Tree Capital Management, L.P. has sole voting power over 3,001,722 shares of Class A common stock and sole dispositive power over 3,001,722 shares of Class A common stock. The address of Nut Tree Capital Management, L.P. is 55 Hudson Yards, 22nd Floor, New York, NY, 10001.

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we or any of our subsidiaries have been or will be a participant;

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the amounts involved exceeded or will exceed $120,000; and

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any of our directors, executive officers or beneficial holders of more than 5% of any class of our capital stock, or any immediate family member of, or person sharing a household with, any of these individuals, had or will have a direct or indirect material interest.