RJ Singh
About RJ Singh
RJ Singh (53) is Executive Vice President & Chief Digital Officer at Life Time (LTH), having joined in April 2017 after senior IT leadership roles at Lifetouch and Blue Cross & Blue Shield of Minnesota . He leads digital strategy and platforms; during 2024, company performance included revenue rising ~18.2% to >$2.6B, Adjusted EBITDA up ~26.1% to $676.8M, and net income of $156.2M, with net debt leverage reduced to 2.3x—key metrics used in executive incentive plans . Since IPO, TSR measured on a fixed $100 basis stood at 124.62 at 2024 year-end versus peer index 103.82, and pay-versus-performance highlights Adjusted EBITDA as the company-selected measure tying pay to outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lifetouch | Vice President, Information Technology | 2013–2017 | Oversaw corporate technology function incl. IT Shared Services, Infrastructure/Operations, App Dev, and IT Security |
| Blue Cross & Blue Shield of Minnesota | VP, IT Strategy & Planning; Chief Architect; Director, Enterprise Architecture | 2007–2013 | Led enterprise architecture and IT strategy transformation |
| UnitedHealth Group; Allianz Life; Ishan Inc.; Signature Software; Norwest Mortgage; Minnesota Mutual | Senior manager/engineer/analyst (various) | Prior to 2007 | Built foundational engineering/architecture experience across regulated finance/health domains |
External Roles
No public-company directorships or external governance roles disclosed for RJ Singh .
Fixed Compensation
Base salary and 2024 perquisites:
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 600,000 | 625,000 |
2024 perquisites detail:
| Perquisite | FY 2024 ($) |
|---|---|
| Car allowance / use of company car | 8,375 |
| Company car tax gross-up | 7,025 |
| Phone allowance | 600 |
| Executive long-term disability insurance | 2,220 |
| Total “All Other Compensation” | 18,220 |
Performance Compensation
Short-term incentive (2024 one-year performance RSUs; vested in full on Feb 28, 2025):
| Metric | Tranche Structure | Target/Threshold | Actual (2024) | Payout ($) | Vesting Mechanics |
|---|---|---|---|---|---|
| Adjusted EBITDA | Tranche 1/2/3 | $590M / $610M / $630M | $676.8M | 625,000 | PSRSUs granted 2/7/24; 47,063 units vested in full on 2/28/25 |
| Net Debt Leverage | Threshold | ≤3.0x | 2.3x | 125,000 | PSRSUs granted 2/7/24; 9,413 units vested in full on 2/28/25 |
| Total 2024 Short-Term Payout | — | — | — | 750,000 | Equity-settled (performance RSUs) |
Long-term incentive (2024 multi-year awards):
| Award Type | Grant Date | Units | Performance Measure | Achievement/Vesting |
|---|---|---|---|---|
| Time-based RSUs | 2/7/2024 | 47,063 | N/A | Vests ratably over 3 years (Feb 28, 2025/2026/2027) |
| PSUs – Leverage | 2/7/2024 | 15,687 | Net debt leverage per year | One-third vests each year if ratio ≤ target; 2024 achieved/vested first third on 2/28/25 (actual 2.3x vs 3.0x target) |
| PSUs – Adjusted EBITDA | 2/7/2024 | 31,376 (target) | EBITDA per year | Each year’s one-third can achieve 25%/100%/250% of target; 2024 achieved at 250% for first third; entire award vests after 2026 determination |
Notes:
- 2024 short-term incentives were delivered in equity (PSRSUs) rather than cash, aligning pay to shareholder outcomes .
- PSUs use Adjusted EBITDA and leverage—same measures featured in pay-versus-performance and non-GAAP reconciliations .
Equity Ownership & Alignment
Beneficial ownership and award status:
| Category | Quantity | Status/Date | Notes |
|---|---|---|---|
| Total beneficial ownership (incl. exercisable within 60 days) | 567,374 shares | As of Mar 5, 2025 | Includes owned shares/options/RSUs per footnote breakdown |
| Shares owned (direct) | 50,847 | — | Direct holdings |
| Options – exercisable | 463,764 | Exercisable until expiry | Multiple grants across 2017–2023 with varying strikes/dates |
| Options – vesting upcoming | 13,075 (3/9/2025); 16,938 (3/17/2025); 16,500 (5/1/2025) | 2025 | Adds near-term liquidity potential |
| RSUs – near-term vesting | 6,250 (5/1/2025) | 2025 | Time-based |
| Outstanding RSUs (time-based) | 47,063 | Vests Feb 2025–2027 | From 2024 LTI |
| Outstanding PSUs (leverage) | 15,687 (target) | 1/3 vested 2/28/25; balance 2025–2026 tests | 2024 portion vested at 100% for leverage ≤3.0x |
| Outstanding PSUs (EBITDA) | 31,376 (target) | Achieved 250% for 2024 one-third; final vest post-2026 | Achievement scaling per tranches; final vest after 2026 |
Alignment features:
- Anti-hedging and anti-pledging policy: officers are prohibited from hedging or pledging LTH stock, including margin accounts .
- Stock ownership guidelines: executives must hold stock equal to 3x base salary; executives are required to retain ≥50% of net shares from option exercises/vests until compliant; all were either compliant or progressing as of the proxy .
Insider selling pressure perspective:
- Significant equity vested Feb 28, 2025 (PSRSUs + PSU leverage first third), plus option tranches and RSUs vesting in Mar/May 2025, are typical liquidity events that can create selling pressure, subject to preclearance and blackout rules in the insider trading policy .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement | Executive Employment Agreement effective Oct 12, 2021; initial 3-year term with successive 1-year auto-renewals unless non-renewal notice is given |
| Severance (no CIC) | If terminated without Cause or for Good Reason: aggregate cash severance equals 1.5x (base salary + target annual bonus), paid across installments; plus up to 18 months COBRA coverage |
| Change in control (CIC) | If terminated without cause within 12 months post-CIC, awards under 2021 Plan fully vest (double-trigger); otherwise no automatic acceleration |
| Non-compete / Non-solicit | 24 months post-termination; perpetual confidentiality and mutual non-disparagement covenants |
| Clawback | Executive incentive compensation recovery policy per NYSE/SEC rules for restatements (3-year lookback) |
| Good Reason & Cause | Definitions include material pay/title reductions, breach, relocation; Cause includes willful failure, policy violations, dishonesty/fraud, certain criminal events, breach, etc., with cure periods as applicable |
| Tax gross-ups | Limited tax gross-up on car allowance; no broad golden parachute gross-ups disclosed |
Compensation Structure Analysis
- Shift toward equity-settled short-term incentives (RSUs) continues in 2024, enhancing alignment and reducing cash payouts; tranche structures tied to EBITDA and leverage drove full vesting given outperformance (EBITDA $676.8M; leverage 2.3x) .
- LTI introduced multi-year PSUs (first since IPO), split between leverage (annual vest by test year) and EBITDA (achievement annually, vest post-2026), alongside three-year time-based RSUs—raising at-risk, performance-linked pay .
- No stock options granted in 2024; historical options still comprise a large portion of Singh’s beneficial ownership and exercisable equity, creating sensitivity to share price outcomes .
- The Compensation Committee raised Singh’s base salary and incentive opportunities in 2024 to reflect expanded responsibilities and market alignment .
Performance & Track Record
- 2024 operating outcomes: revenue >$2.6B (+18.2%), Adjusted EBITDA $676.8M (+~26.1%), net income $156.2M; memberships 866,085 (+6.3% y/y) and record engagement—metrics used to determine executive payouts .
- TSR since IPO (fixed $100 basis) at 124.62 vs peer group 103.82; company-selected measure for pay-versus-performance is Adjusted EBITDA .
Equity Ownership & Alignment (Policy Highlights)
- Anti-hedging/pledging ban reduces misalignment risk and speculative activity by executives .
- Ownership guidelines (3x salary; retention of 50% net shares) enforce skin-in-the-game; executives in compliance or progressing .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support exceeded 96%, viewed as endorsement of program design .
- 2025 Annual Meeting results: Say-on-Pay approval with 189,949,911 “FOR” votes; directors elected; auditor ratified .
Investment Implications
- Near-term vesting over Q1–Q2 2025 (Feb 28, Mar 9/17, May 1) plus large outstanding, performance-linked PSU blocks imply periodic supply from executive equity settlements; however, anti-pledging and blackout/preclearance reduce uncontrolled selling risks .
- Pay-for-performance alignment is strong: short-term and long-term awards hinge on EBITDA and deleveraging, which were exceeded in 2024; if EBITDA trajectory sustains and leverage remains ≤ targets, PSU realizations could be substantial, reinforcing retention and alignment .
- Severance and CIC terms are standard with double-trigger vesting, limiting windfall risk; no broad tax gross-ups beyond minor perquisites—a favorable governance signal .
- Execution risk ties to maintaining margin and cash generation while scaling digital initiatives; incentive metrics focus on EBITDA and leverage, which should motivate continued operational discipline under Singh’s digital leadership .