CEO Michael Nuzzo was paid $4,691,109 in fiscal year 2025 (SEC filing 0001140361-26-016695 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$4,691,109 Michael Nuzzo total, FY2025 | — CEO pay percentile vs peers | — CEO-to-median pay ratio | — Say-on-pay support, latest vote |
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XPOF's next annual pay disclosure, estimated April 23, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Michael Nuzzo | $324,627 | $800,000 | $3,566,482 | $0 | $0 | $0 | $0 | $4,691,109 |
| Chief Executive Officer | ||||||||
| John Kawaja | 289,231 | 0 | 1,143,712 | 0 | 0 | 0 | 318,750 | 1,751,693 |
| Former President, North America | ||||||||
| Timothy Weiderhoft | 376,231 | 96,250 | 1,072,230 | 0 | 0 | 0 | 11,586 | 1,556,297 |
| Chief Operating Officer, North America | ||||||||
| Gavin O'Connor | 72,992 | 330,000 | 817,456 | 0 | 0 | 0 | 0 | 1,220,448 |
| Chief Legal Counsel, Chief Administrative Officer and Secretary | ||||||||
| Mark King | 519,900 | 0 | 0 | 0 | 0 | 0 | 0 | 519,900 |
| Former Chief Executive Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Michael Nuzzo | $4,691,109 | — | — | — |
| John Kawaja | 1,751,693 | — | — | — |
| Timothy Weiderhoft | 1,556,297 | — | — | — |
| Gavin O'Connor | 1,220,448 | — | — | — |
| Mark King | 519,900 | 4,886,671 | — | ↓ −4,366,771 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.
| Executive | Role | FY2025 total |
|---|---|---|
| Gavin O'Connor | General Counsel | $1,220,448 |
| John Kawaja | President, North America | $1,751,693 |
| Mark King | Chief Executive Officer | $519,900 |
| Michael Nuzzo | CEO | $4,691,109 |
| Timothy Weiderhoft | COO | $1,556,297 |
One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2025 total |
|---|---|---|
| Brenda Morris | Former director (through FY2025) | $70,000 |
| Bruce Haase | Former director (through FY2025) | $212,760 |
| Chelsea A. Grayson | Former director (through FY2025) | $229,091 |
| Jair Clarke | Former director (through FY2025) | $225,591 |
| Jeffrey Lawrence | Former director (through FY2025) | $51,703 |
| Lily Yang | Independent Director | $148,892 |
| Mark Grabowski | Chair of the Board | $234,733 |
| Nicole Parent Haughey | Independent Director | — |
| Rachel H. Lee | Lead Independent Director | $109,464 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Gavin O'Connor | RSU | 137,851 | — | $1,134,514 |
| Michael Nuzzo | RSU | 216,369 | — | 1,780,717 |
| Michael Nuzzo | PSU | 216,369 | — | 1,780,717 |
| Timothy Weiderhoft | RSU | 71,482 | — | 588,297 |
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | false |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-20 | — | — | — | — | — |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-20 | —a |
a. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Mark GrabowskiNot independent · Board Chair | $0 | $234,733 | — | — | — | $234,733 |
| Chelsea A. GraysonIndependent · Departed during FY | 125,500 | 103,591 | — | — | — | 229,091 |
| Jair ClarkeIndependent · Departed during FY | 122,000 | 103,591 | — | — | — | 225,591 |
| Bruce HaaseIndependent · Departed during FY | 0 | 212,760 | — | — | — | 212,760 |
| Lily YangIndependent · Audit (Chair) · Human Capital Management · Nominating and Corporate Governance (Chair) | 0 | 148,892 | — | — | — | 148,892 |
| Rachel H. LeeIndependent · Lead Independent Director · Audit · Human Capital Management · Nominating and Corporate Governance | 0 | 109,464 | — | — | — | 109,464 |
| Brenda MorrisIndependent · Departed during FY | 70,000 | 0 | — | — | — | 70,000 |
| Jeffrey LawrenceIndependent · Departed during FY | 26,000 | 25,703 | — | — | — | 51,703 |
| Michael NuzzoEmployee director | — | — | — | — | — | 0 |
| Nicole Parent HaugheyIndependent · Audit · Human Capital Management (Chair) · Nominating and Corporate Governance | 0 | — | — | — | — | — |
| Annual cash retainer | $80,000 |
|---|---|
| Annual equity retainer | $110,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 15,000 / 12,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $343,500 |
| Equity awards (grant-date value) | $938,734 |
| All other compensation | $0 |
| Total cost of the board | $1,282,234 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Xponential Fitness | 2025 | Michael Nuzzo | $324,627 | $3,566,482 | $0 | $0 | $4,691,109 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Michael Nuzzo | DEF 14A | 2026-04-24 | 0001140361-26-016695 | Section “Executive Compensation”. As printed: 4,691,109. Filing ↗machine: r2 · c18 · span 218686–218695 |
| 2 | Section 01, John Kawaja | DEF 14A | 2026-04-24 | 0001140361-26-016695 | Section “Executive Compensation”. As printed: 1,751,693. Filing ↗machine: r7 · c18 · span 236475–236484 |
| 3 | Section 01, Timothy Weiderhoft | DEF 14A | 2026-04-24 | 0001140361-26-016695 | Section “Executive Compensation”. As printed: 1,556,297. Filing ↗machine: r6 · c18 · span 232711–232720 |
| 4 | Section 01, Gavin O'Connor | DEF 14A | 2026-04-24 | 0001140361-26-016695 | Section “Executive Compensation”. As printed: 1,220,448. Filing ↗machine: r5 · c18 · span 229240–229249 |
| 5 | Section 01, Mark King | DEF 14A | 2026-04-24 | 0001140361-26-016695 | Section “Executive Compensation”. As printed: 519,900. Filing ↗machine: r3 · c18 · span 220261–220268 |
| 6 | Section 08, Mark Grabowski | DEF 14A | 2026-04-24 | 0001140361-26-016695 | Section “Director Compensation”. As printed: 234,733. Filing ↗machine: span 322132–322313 |
| 7 | Section 08, Chelsea A. Grayson | DEF 14A | 2026-04-24 | 0001140361-26-016695 | Section “Director Compensation”. As printed: 229,091. Filing ↗machine: span 324607–324790 |
| 8 | Section 08, Jair Clarke | DEF 14A | 2026-04-24 | 0001140361-26-016695 | Section “Director Compensation”. As printed: 225,591. Filing ↗machine: span 320830–321013 |
| 9 | Section 08, Bruce Haase | DEF 14A | 2026-04-24 | 0001140361-26-016695 | Section “Director Compensation”. As printed: 212,760. Filing ↗machine: span 325906–326087 |
| 10 | Section 08, Lily Yang | DEF 14A | 2026-04-24 | 0001140361-26-016695 | Section “Director Compensation”. As printed: 148,892. Filing ↗machine: span 333638–333819 |
| 11 | Section 08, Rachel H. Lee | DEF 14A | 2026-04-24 | 0001140361-26-016695 | Section “Director Compensation”. As printed: 109,464. Filing ↗machine: span 329808–329989 |
| 12 | Section 08, Brenda Morris | DEF 14A | 2026-04-24 | 0001140361-26-016695 | Section “Director Compensation”. As printed: 70,000. Filing ↗machine: span 331186–331407 |
| 13 | Section 08, Jeffrey Lawrence | DEF 14A | 2026-04-24 | 0001140361-26-016695 | Section “Director Compensation”. As printed: 51,703. Filing ↗machine: span 328471–328693 |
| 14 | Section 08, Michael Nuzzo | DEF 14A | 2026-04-24 | 0001140361-26-016695 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 15 | Section 08, Nicole Parent Haughey | DEF 14A | 2026-04-24 | 0001140361-26-016695 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 16 | Section 06, 2026 vote | Form 8-K | 2026-04-24 | 0001140361-26-016695 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 17 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 18 | Section 09b board cost (computed) | Computed | — | — | Cash 343,500 + equity 938,734 + all other 0 = 1,282,234, summed across the director compensation table rows.machine: formula: Σ = 1,282,234 |
| 19 | Xponential Fitness (subject), Section 10b CEO total | DEF 14A | 2026-04-24 | 0001140361-26-016695 | CEO total compensation as printed in Xponential Fitness's own proxy. As printed: 4,691,109. Filing ↗machine: r2 · c18 · span 218686–218695 |
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