Andres Small
About Andres Small
Andres Small (age 44) is an independent director of Life Time Group Holdings, Inc. (LTH) since 2020. He serves as a Managing Director at Partners Group (USA) Inc. (since 2014) and currently sits on LTH’s Audit Committee, with the company indicating he is anticipated to step down from the Audit Committee promptly following the 2025 Annual Meeting, to be replaced by Jimena Almendares . The Board has determined he is independent under NYSE rules; the company is, however, a “controlled company” under NYSE standards, which allows certain governance exemptions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Partners Group (USA) Inc. | Managing Director | 2014–present | Private markets investing; sponsor-nominated director at LTH |
| MacAndrews & Forbes | Vice President, Advisor to the Chairman | 2013–2014 | Strategic advisory experience |
| CVC International | Various roles including Vice President | 2005–2011 | Buyout investing, portfolio oversight |
| JPMorgan Chase | Analyst | 2002–2005 | Financial analysis and transactions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Partners Group (USA) Inc. | Managing Director | 2014–present | Partners Group is a Principal Stockholder of LTH with board nomination rights; Small is the PG designee . |
| Public company boards | — | — | No other public company directorships disclosed for Small in the proxy . |
Board Governance
- Structure and independence
- Independent director per Board determination; only Akradi, Landau, and Lasher are not independent .
- LTH is a “controlled company” under NYSE rules and does not have fully independent Compensation or Nominating & Corporate Governance Committees .
- Committee assignments (2024)
- Audit Committee member; committee held 6 meetings in 2024; each member is financially literate .
- Anticipated change: Small to step down from Audit Committee promptly following the 2025 Annual Meeting; Almendares to be appointed .
- Attendance and engagement
- Board met 6 times in 2024; each director attended ≥75% of aggregate Board/committee meetings; 10 of 12 directors attended the 2024 annual meeting .
- Nomination/Removal rights context
- Under the Stockholders Agreement, Partners Group (PG) has the right to nominate one director (currently Mr. Small); principal-stockholder nominees may be removed only at the request of the nominating stockholder, not by a standard Board process (outside of cause) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | — | LTH’s policy: directors nominated by Principal Stockholders (including PG’s designee Small) receive no director compensation from LTH, other than complementary club membership/services; only Almendares, Coallier (full year) and, from Oct 1, 2024, Alsfine and Lasher received compensation in 2024 . |
| Committee membership fees | — | Not applicable due to policy above . |
| Committee chair fees | — | Not applicable; Small was not a chair . |
| Meeting fees | — | Not disclosed/applicable; compensation structured as retainers where applicable . |
Reference program levels for paid non-employee directors (for context): Board member $75,000; Audit Chair $40,000; Compensation Chair $35,000; Nominating & Corporate Governance Chair $25,000; Audit member $15,000; Comp and NCG member $10,000; Lead Independent Director $55,000 .
Performance Compensation
| Element | 2024 Detail |
|---|---|
| Annual equity (RSUs/DSUs) | — (Small received no director equity under LTH policy for Principal Stockholder nominees) . |
| Performance equity (PSUs) | — (not applicable to non-compensated directors) . |
Other Directorships & Interlocks
| Type | Entity | Role/Connection | Governance Relevance |
|---|---|---|---|
| Principal Stockholder designee | Partners Group (USA) Inc. (PG) | PG nominates one LTH director; Small is the current PG nominee | Indicates shareholder-aligned representative; removal rights for principal-stockholder nominees are controlled by the nominator, limiting typical Board autonomy . |
| Other public company boards | — | None disclosed for Small | Reduces interlock risk; no additional time-commitment signals disclosed . |
Expertise & Qualifications
- Private markets and investing experience (Partners Group Managing Director; prior CVC and MacAndrews & Forbes), with advisory and transaction background (JPMorgan) .
- Audit Committee member; financially literate; Audit Committee comprised of financially literate members and chaired by a financial expert (Coallier) .
- Board cites his “extensive professional experience, management and business advisory positions” as qualifications .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Notes |
|---|---|---|---|
| Andres Small | — | — | No beneficial ownership reported for Small as of March 5, 2025 (less than 1%); table shows “—” for Small . |
| Hedging/Pledging | Prohibited | — | Company policy prohibits hedging and pledging by directors, officers, and employees . |
Related-Party Exposure and Conflicts
- Principal stockholder nomination rights: PG (Small’s employer) has nomination rights; principal-stockholder nominees may be removed only by the nominating stockholder, which can constrain traditional accountability mechanisms .
- Controlled company status: LTH relies on controlled company exemptions and does not maintain fully independent Compensation or Nominating & Corporate Governance Committees, increasing the influence of significant shareholders/insiders over pay, governance, and board composition .
- 2024 related-person transactions: Disclosed purchases were from portfolio companies of LGP and TPG; no 2024 related-person transactions disclosed involving Partners Group portfolio companies .
- Independence: Despite PG affiliation, the Board designated Small as independent under NYSE rules (independence is assessed relative to the company’s relationships) .
Say-on-Pay and Shareholder Signals
- Say-on-Pay support: Over 96% of shares voted supported executive compensation at the 2024 annual meeting, indicating broad investor support for pay design/outcomes in the prior cycle .
Governance Assessment
- Positives
- Independent director designation; Audit Committee service; financially literate .
- Strong Board-level risk oversight frameworks; regular executive sessions; independent lead director (Danhakl) .
- Robust anti-hedging/anti-pledging policy for all insiders .
- No disclosed 2024 related transactions tied to Partners Group portfolios, reducing direct conflict risk for Small .
- Watch items / Potential red flags
- Controlled company: non-fully independent Compensation and Nominating & Corporate Governance Committees; principal-stockholder removal rights over their nominees may reduce independent accountability and refreshment flexibility .
- Sponsor-affiliation: As PG’s designee, Small’s incentives are aligned with a large shareholder; while permissible and designated independent vis-à-vis the company, this may tilt priorities toward sponsor interests in capital allocation and strategic options .
- Ownership alignment: No personal share ownership reported for Small as of March 5, 2025; while hedging/pledging is prohibited, limited “skin in the game” could be viewed as a weaker alignment signal relative to directors with meaningful holdings .
- Committee change: Anticipated Audit Committee departure post-Annual Meeting removes a financially literate independent from Audit, though a replacement (Almendares) is planned; investors may monitor continuity and expertise mix on Audit post-transition .