Fiscal year 2025 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.
This is the complete answer, not a partial one — the list is never padded.
| 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 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Michael Nuzzo | PSU | 216,369 | — | $1,780,717 |
| Michael Nuzzo | RSU | 216,369 | — | 1,780,717 |
| Gavin O'Connor | RSU | 137,851 | — | 1,134,514 |
| Timothy Weiderhoft | RSU | 71,482 | — | 588,297 |
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | — |
| Anti-pledging | — |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | — | 17,877 | — | — | — | — |
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 | — | —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.
| 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 | — |
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.
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 06, 2026 vote | Form 8-K | 2026-04-24 | 0001140361-26-016695 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 7 | 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 |