Life Time Group Holdings, Inc. Definitive proxy statements

Definitive proxy statements

Pay vs Performance Disclosure

Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2023

USD ($)

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table


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

Company Selected Measure Name

Adjusted EBITDA

Named Executive Officers, Footnote

For 2023, the CEO was Bahram Akradi and the Other Named Executive Officers (“NEOs”) were Robert Houghton, Former Executive Vice President and Chief Financial Officer, Eric Buss, Executive Vice President and Chief Administrative Officer, Parham Javaheri, Executive Vice President, President Club Operations and Chief Property Development Officer, and Jeffrey Zwiefel, Former President and Chief Operating Officer.

For 2022, the CEO was Bahram Akradi and the Other NEOs were Thomas Bergmann, Former President and Chief Financial Officer, Robert Houghton, Executive Vice President and Chief Financial Officer, Jeffrey Zwiefel, President and Chief Operating Officer, Eric Buss, Executive Vice President and Chief Administrative Officer, and Parham Javaheri, Executive Vice President and Chief Property Development Officer.

For 2021, the CEO was Bahram Akradi and the Other NEOs were Thomas Bergmann, President and Chief Financial Officer, Jeffrey Zwiefel, President and Chief Operating Officer, Eric Buss, Executive Vice President and Chief Administrative Officer, and Parham Javaheri, Executive Vice President and Chief Property Development Officer.

Peer Group Issuers, Footnote

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.

PEO Total Compensation Amount

$ 12,089,472

$ 8,078,464

$ 41,931,218

PEO Actually Paid Compensation Amount

$ 11,469,361

2,966,606

132,579,680

Adjustment To PEO Compensation, Footnote

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:


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

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.

Non-PEO NEO Average Total Compensation Amount

$ 2,605,597

1,976,501

6,117,387

Non-PEO NEO Average Compensation Actually Paid Amount

$ 2,803,252

380,749

6,078,209

Adjustment to Non-PEO NEO Compensation Footnote


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

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.

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Tabular List, Table


Adjusted EBITDA
Leverage Ratio
Stock Price

Total Shareholder Return Amount

$ 84.96

67.38

96.96

Peer Group Total Shareholder Return Amount

90.09

78.27

99.79

Net Income (Loss)

$ 76,100,000

$ (1,800,000)

$ (579,400,000)

Company Selected Measure Amount

536,800,000

281,700,000

80,300,000

PEO Name

Bahram Akradi

Additional 402(v) Disclosure

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.

Relationship Between Pay and Performance

The charts below present a graphical comparison of Compensation Actually Paid to our CEO and the average Compensation Actually Paid to our Other NEOs set forth in the Pay Versus Performance Table above, as compared against the following performance measures: our (1) TSR, (2) peer group TSR, (3) net income (loss), and (4) Adjusted EBITDA. The charts also provide a comparison of our TSR to the peer group TSR for the three-year period.

Compensation Actually Paid to Mr. Akradi for the year-ended December 31, 2021, as reflected in the graphics above, is primarily comprised of an option award granted in 2015 that vested in connection with our IPO in October 2021.

Net income for the year-ended December 31, 2023 included $40.2 million of tax-effected share-based compensation expense and a $10.9 million tax-effected loss on sale-leaseback transactions. Net loss for the year-ended December 31, 2022 included a $66.9 million tax-effected gain on sale-leaseback transactions associated with nine of our properties, partially offset by $25.5 million of tax-effected non-cash share-based compensation expense. Net loss for the year-ended December 31, 2021 included $269.1 million of tax-effected non-cash share-based compensation expense and $68.6 million of one-time tax-effected additional interest expense incurred in connection with the conversion of a related-party secured note into preferred stock, debt refinancing and the partial pay down of our term loan. Excluding these items of income and expense, net loss improved by $195.2 million.

See the Appendix for our definition and reconciliation of Adjusted EBITDA. 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 unrestricted cash and cash equivalents. Net debt is as of the last day of the respective quarter or year.

Measure:: 1

Pay vs Performance Disclosure

Non-GAAP Measure Description

Our company-selected measure, which is the measure we believe represents the most important financial performance measure not otherwise presented in the table above that we use to link compensation actually paid to our NEOs for fiscal 2023 to our Company’s performance, is Adjusted EBITDA. See the Appendix for our definition and reconciliation of Adjusted EBITDA.

PEO | Equity Awards Reported Value [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (10,500,010)

PEO | Equity Awards Granted During The Year, Unvested [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

9,086,060

PEO | Equity Awards Granted in Prior Years, Unvested [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

501,009