David Landau
About David Landau
David Landau, age 59, has served on Life Time’s Board since 2015. He is Managing Partner and Co‑Founder of LNK Partners, a private equity firm focused on consumer and retail businesses founded in 2005; the Board cites his extensive investment, finance, and board experience as core qualifications. He serves on the Compensation Committee and the Capital Allocation Committee and is classified by the Board as not independent. He is a Class I director up for re‑election at the 2025 Annual Meeting to a term expiring in 2028.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LNK Partners | Managing Partner & Co‑Founder | 2005–present | Extensive investment/finance and board experience cited by LTH’s Board as qualifications |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed in LTH proxy (past five years) | — | — | LTH’s director biographies list external public boards for other directors but none for Landau |
Board Governance
- Independence: The Board affirmatively determined that Landau is not independent under NYSE rules. Life Time is a “controlled company” and does not maintain fully independent compensation or nominating committees.
- Committee assignments: Compensation Committee member; Capital Allocation Committee member. Compensation met 4 times in 2024; Board met 6 times; each director attended at least 75% of Board and committee meetings.
- Nomination rights: Under the Stockholders Agreement, LNK Partners has the right (subject to ownership thresholds) to nominate one director; Landau is currently the LNK‑nominated director. Directors nominated by Principal Stockholders may only be removed at the request of the nominating stockholder.
- Role clarity: Audit Committee oversees related person transactions; Landau is not an Audit Committee member.
Fixed Compensation
| Year | Fees Earned ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | $0 | $0 | $0 | LTH does not pay director compensation to Principal Stockholder‑nominated directors (which includes Landau); limited club memberships/services provided, total value ≤$10,000 per director. |
Performance Compensation
| Component | Metrics | Grant Value | Vesting | Applicability to Landau |
|---|---|---|---|---|
| Annual RSUs for eligible non‑employee directors | None (time‑based) | ~$155,000 grant date value | Vest on earlier of next annual meeting or 1st anniversary; accelerate on change‑in‑control | Not applicable; Landau did not receive director equity in 2024 (policy excludes Principal Stockholder nominees). |
Other Directorships & Interlocks
| Relationship | Description | Governance/Conflict Considerations |
|---|---|---|
| Stockholders Agreement (LNK nominee) | LNK Partners (affiliated with Landau) has nomination rights; Landau is the LNK‑designated director. Directors nominated by Principal Stockholders may only be removed at the nominator’s request. | Limits Board’s removal flexibility; reinforces controlled company influence over Board composition. |
| Related party sale‑leasebacks (LNK‑related entity) | Life Time entered sale‑leasebacks in 2017 with a limited liability company related to LNK; paid $6.6 million rent in 2024. | Potential conflict: Landau’s affiliations with LNK while serving on Capital Allocation and Compensation committees; Audit Committee oversees related person transactions. |
| Historical LNK ownership | Prior filings show LNK funds’ Life Time holdings were controlled via LNK entities where Landau is a controlling member; Landau may have been deemed to share beneficial ownership through LNK funds historically. | Indicates historical indirect ownership linkage; current beneficial ownership table no longer lists LNK as a ≥5% holder. |
Expertise & Qualifications
- Extensive investment, finance, and board experience; Managing Partner & Co‑Founder of LNK Partners (consumer and retail focus).
- Selected by the Board for investment and finance expertise and board of director experience.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Reference Basis/Date |
|---|---|---|---|
| David Landau | 0 | <1% | 217,711,044 shares outstanding as of March 5, 2025; table shows “—” and “*” indicating <1%. |
- Hedging/pledging: LTH prohibits directors, officers and employees from hedging or pledging Life Time stock, including short sales and derivatives.
Insider Trades
| Person | Ticker | Date Range (Filing Date) | Transactions Found |
|---|---|---|---|
| David Landau | LTH | 2024‑01‑01 to 2025‑11‑20 | None (no Form 4 filings found) [insider-trades skill query result] |
Governance Assessment
- Not independent; nominated by LNK under a Stockholders Agreement that restricts removal of Principal Stockholder nominees. This, combined with Life Time’s controlled company status and non‑independent compensation committee composition, reduces investor‑preferred governance safeguards.
- Related‑party exposure: Life Time pays rent under sale‑leasebacks to an entity related to LNK ($6.6 million in 2024), while Landau sits on the Capital Allocation Committee—raising potential conflict concerns. Audit Committee, not including Landau, oversees related person transactions.
- Alignment signals: Landau receives no director cash or equity compensation (policy for Principal Stockholder nominees), and current beneficial ownership table shows no direct share ownership; historical LNK fund holdings indicate prior indirect alignment. Overall, limited direct “skin‑in‑the‑game” for Landau as of March 5, 2025.
- Process/engagement: Board met 6 times in 2024, Compensation Committee met 4 times; each director attended at least 75% of applicable meetings—acceptable engagement baseline.
- Risk mitigation: Anti‑hedging/anti‑pledging policy reduces misalignment risks from speculative or collateralized holdings.
Overall signal: While Landau brings deep investment expertise, his non‑independence, nomination via LNK, and Life Time’s controlled company exemptions, alongside related‑party lease exposure, present governance risks that investors should monitor—particularly the interaction of capital allocation oversight with affiliate transactions and committee independence.