Donna Coallier
About Donna Coallier
Independent Class III director at Life Time Group Holdings, Inc. (LTH) since 2022; age 61; Audit Committee Chair and designated Audit Committee Financial Expert . Background includes nearly two decades as Partner at PricewaterhouseCoopers (1998–2017) and earlier roles at the SEC, Coopers & Lybrand, and Grant Thornton . Independence affirmed by the Board under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers | Partner | 1998–2017 | Assurance partner; led business units/functions, broad sector oversight |
| U.S. SEC | Staff roles | Not disclosed | Regulatory/accounting experience |
| Coopers & Lybrand | Staff roles | Not disclosed | Audit/accounting experience |
| Grant Thornton | Staff roles | Not disclosed | Audit/accounting experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Township of South Orange Village, NJ | Trustee; Board of Health President | 2019–2023 | Led public health governance |
| Community Care & Justice (South Orange Village, NJ) | Lead Trustee | 2020–2023 | Community justice initiative stewardship |
Board Governance
- Committee assignments: Audit Committee Chair; designated Audit Committee Financial Expert .
- Audit Committee held 6 meetings in 2024; each member financially literate .
- Board met 6 times in 2024; each director attended at least 75% of Board and committee meetings (includes Coallier) .
- Independence: Board determined Coallier is independent under NYSE rules .
- Controlled company status: LTH is a “controlled company” under NYSE rules; not all committees (Compensation, Nominating & Corporate Governance) are fully independent, which reduces certain governance protections .
- Related-person oversight and ethics: Audit Committee oversees related-party transactions, code of conduct, and complaint procedures .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $75,000 | Paid quarterly in arrears |
| Audit Chair fee (cash) | $40,000 | Increased by $10,000 for 2024 responsibilities |
| Total cash fees 2024 | $115,000 | As reported in 2024 Director Compensation table |
| Perquisites | Complementary club membership; limited services ≤$10,000 annually | Applies to Coallier |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting/Terms |
|---|---|---|---|---|
| RSUs (annual director grant) | Apr 26, 2024 | 10,954 | $154,999 (based on $14.15/share) | Vests in full on earlier of the day before next annual meeting or first anniversary; accelerates on change in control |
- Performance metrics tied to director compensation: None disclosed; director RSUs are time-based, not performance-based .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Status |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in biography |
- Compensation Committee interlocks: None; no executive officers of LTH serve on other companies’ boards/comp committees creating interlocks, and no interlocks among Compensation Committee members were identified .
Expertise & Qualifications
- Financial/accounting leadership; assurance partner experience; oversight of business units; strategic finance .
- Audit Committee Financial Expert designation underscores depth in reporting, controls, and audit oversight .
- Public sector governance experience (Board of Health, community justice initiatives) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Breakdown |
|---|---|---|---|
| Donna Coallier | 29,063 | <1% | 18,109 shares held + 10,954 RSUs vesting Apr 24, 2025 |
- Anti-hedging/anti-pledging: Directors are prohibited from hedging or pledging LTH stock and from holding shares in margin accounts .
- Director stock ownership guidelines: Not disclosed for directors; executive ownership guidelines exist (not applicable to directors) .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Transacted | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|
| 2025-04-29 | 2025-04-25 | Award (A) | 4,974 | 34,037 | |
| 2024-04-30 | 2024-04-26 | Award (A) | 10,954 | 29,063 |
Pattern: Annual RSU awards consistent with director compensation program; no reported open-market purchases or sales in period reviewed ; SEC Form 4 links above.
Governance Assessment
-
Strengths:
- Independent Audit Chair and Financial Expert leading oversight of financial reporting, internal controls, and related-party reviews .
- Strong attendance (≥75%) and active committee schedule (Audit met 6 times) indicating engagement .
- Anti-hedging/anti-pledging policy enhances alignment and reduces risk of misaligned incentives .
- Director compensation balanced with meaningful equity component, aligning interests with shareholders .
-
Watch items / potential red flags:
- Controlled company status with non-independent Compensation and Nominating & Corporate Governance Committees may weaken minority shareholder protections .
- Complimentary memberships/perquisites provided to directors (including Coallier), though modest, warrant monitoring for independence optics .
- Principal Stockholder nomination rights and board composition dynamics can concentrate influence; Audit Committee independence is mitigating but structural risk persists .
-
Shareholder sentiment:
- 2024 Say-on-Pay approval was >96%, suggesting general investor support for compensation practices, indirectly supportive of board oversight quality .
Related-Party Transactions and Conflicts
- Company purchases from portfolio companies of LGP/TPG occurred but were less than 2% of counterparties’ consolidated revenue; Board concluded these relationships did not impair independence of relevant directors. Audit Committee oversees related person transactions processes .
Compensation Committee Analysis (Board context)
- Compensation Committee uses independent consultant WTW; reviews peer group annually; no interlocks; oversees clawback policy and stock ownership guidelines for executives .
- Not fully independent due to controlled company exception; sub-committee of non-employee directors established for Rule 16b-3 approvals .
Summary Tables
Director Compensation (2024)
| Item | Amount | Notes |
|---|---|---|
| Cash fees (Board + Audit Chair) | $115,000 | $75,000 Board + $40,000 Audit Chair |
| Equity (RSUs) | $154,999 | 10,954 RSUs granted Apr 26, 2024 (at $14.15/share) |
| Total 2024 | $269,999 | As reported in proxy |
Committee Participation
| Committee | Role | Meetings 2024 |
|---|---|---|
| Audit | Chair; Financial Expert | 6 |
Attendance
| Metric | Value |
|---|---|
| Board meetings held (2024) | 6 |
| Director attendance threshold achieved | ≥75% for all directors |
Ownership Alignment and Restrictions
| Policy/Metric | Detail |
|---|---|
| Beneficial ownership | 29,063 shares; <1% |
| Hedging/Pledging | Prohibited for all directors |
Overall, Coallier’s independent Audit Chair role, financial expertise, attendance, and equity-based compensation signal strong governance alignment. The controlled company structure and non-independent comp/NCG committees remain structural risks that investors should monitor, though Audit oversight and anti-pledging policies mitigate key concerns .