Jonathan Coslet

About Jonathan Coslet

Jonathan Coslet (age 60) is an independent Class II director of Life Time Group Holdings (LTH) serving since 2015; he is a Partner at TPG Global, LLC and previously served as TPG’s Chief Investment Officer (2008–2020). He currently sits on LTH’s Compensation Committee and the Nominating & Corporate Governance Committee; he is not a committee chair . The Board has affirmatively determined he is independent under NYSE rules, notwithstanding ordinary-course purchases from TPG/LGP portfolio companies (each <2% of those vendors’ revenues) .

Past Roles

External Roles

Board Governance

• Board/attendance: LTH Board met six times in 2024; every director attended at least 75% of Board and committee meetings during their service period .
• Committee assignments (2024):
  • Compensation Committee member (4 meetings in 2024) .
  • Nominating & Corporate Governance Committee member (3 meetings in 2024) .
• Independence: Determined independent; Board reviewed ordinary-course purchases from TPG/LGP portfolio companies and concluded no impact on independence (each <2% of vendor gross revenues; none of Coslet/Danhakl/Galashan/Hackwell own ≥10% of employer or portfolio companies) .
• Controlled company status: Principal stockholders collectively own >50% of voting power; LTH uses certain NYSE “controlled company” exemptions, and Compensation and Nominating & Corporate Governance Committees are not composed entirely of independent directors .
• Nomination rights/interlocks:
  • TPG holds a nomination right; Coslet is the designated TPG nominee .
  • After a March 3, 2025 secondary offering, TPG ownership fell to 13.7%; the Board chose not to request resignations of Coslet or Hackwell despite reduced nomination entitlements, citing both as “valuable” .
• 16b-3 administration: Because the Compensation Committee is not comprised entirely of “non-employee directors,” a non-employee subcommittee is used for Section 16b-3 matters .

Fixed Compensation (Director)

Reference schedule for eligible non-employee directors (not applicable to Coslet): Board member $75,000; Audit Chair $40,000; Compensation Chair $35,000; Nominating & Corporate Governance Chair $25,000; Audit member $15,000; Compensation/NCG member $10,000; Lead Independent Director $55,000 .

Performance Compensation (Director)

Other Directorships & Interlocks

• Current public boards: Nextracker (NXT) .
• Prior public boards: TPG Inc. (TPG) to Dec 2024; Cushman & Wakefield (CWK) to Jun 2024; IQVIA (IQV) to 2020 .
• Interlocks/potential influence:
  • TPG is a Principal Stockholder with nomination rights; Coslet is TPG’s nominee; TPG ownership 13.7% as of Mar 5, 2025 .
  • LTH is a controlled company; certain committees not fully independent .

Expertise & Qualifications

• 25+ years advising and growing companies; extensive management, financial, and board experience; prior CIO of TPG; investment banking background (DLJ, Drexel) .
• Selected by LTH Board for deep investment and board experience and financial background .

Equity Ownership

Related-Party Exposure (Context for Independence and Potential Conflicts)

• Ordinary-course purchases from Principal Stockholder portfolio companies in 2024 (examples):
  • TPG-related: Halo ($519k), DIRECTV ($308k), Global Music Rights ($516k), ImageFIRST ($1.484m) .
  • LGP-related: Tecta America ($3.435m), Insight Global ($629k), HUB International ($188k), Parts Town ($166k) .
• Board’s independence conclusion: These relationships did not impair independence due to size thresholds and ownership criteria; Coslet remains independent .

Insider Trades (Form 4)

Note: Insider-trades skill run for LTH with person filter “Coslet” returned “No insider trades found” for the above date range.

Say-on-Pay & Shareholder Feedback (Context)

• 2024 Say‑on‑Pay support exceeded 96%, indicating strong shareholder approval of executive pay design overseen by the Compensation Committee (of which Coslet is a member) .

Governance Assessment

• Positives

  • Independent director; serves on key oversight committees (Compensation; Nominating & Corporate Governance) .
  • Attendance at or above threshold; Board met six times in 2024; committees were active (Comp 4; NCG 3) .
  • Strong investor signal on pay: >96% Say‑on‑Pay support in 2024 .
  • Anti‑hedging/pledging policy strengthens alignment with shareholders .

• Watch items / RED FLAGS

  • Controlled company status with committee independence exceptions; Compensation and NCG Committees are not entirely independent, necessitating a 16b‑3 non‑employee subcommittee for certain approvals .
  • TPG nomination rights and influence: Coslet is TPG’s nominee; despite TPG falling to 13.7% ownership post Mar 3, 2025 offering, the Board retained both Coslet and Hackwell—beneficial for continuity, but it underscores sponsor influence on board composition .
  • Related‑party spend with TPG/LGP portfolio companies (millions of dollars in aggregate for 2024) poses perceived conflict risk; Board concluded thresholds and structures preserved independence, but continued monitoring is warranted .
  • Low “skin‑in‑the‑game”: No reported beneficial ownership for Coslet and no LTH-paid director cash/equity compensation; while consistent with policy for sponsor‑nominated directors, this limits direct shareholder-aligned exposure at the individual director level .

• Implications for investors

  • Coslet brings deep private equity and public board experience relevant to capital allocation and incentive design, which is additive on the Compensation and NCG Committees .
  • Governance risk profile is shaped by controlled-company status and sponsor ties; ongoing scrutiny of related‑party transactions and committee independence is prudent, especially given the committee roles where Coslet serves .

Key data sources: LTH 2025 DEF 14A (filed Mar 13, 2025) for board composition, independence determinations, committee charters and activity, director compensation policy, beneficial ownership, related‑party transactions, and Say‑on‑Pay results .