Aaron Weaver
About Aaron Weaver
Aaron N.D. Weaver (age 44) has served as an independent director of Interactive Strength Inc. since March 2022. He is a CFA charterholder and a UK-registered solicitor, with legal and capital markets training (Masters in Law, LL.B., and Bachelor of Business Management from Queensland University of Technology and University of Queensland). His background spans investment banking (Credit Suisse), capital markets law (Allen & Overy), and life sciences investing/operations (Apeiron, Atai) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apeiron | Portfolio Manager focused on life sciences & technology | May 2020 – Apr 2023 | Capital allocation, sector expertise |
| Atai Life Sciences | Legal counsel & lead fundraising | May 2019 – May 2020 | Financing and regulatory preparedness |
| Lloyds Banking Group | Legal contractor | Oct 2018 – Mar 2019 | Capital markets legal support |
| Credit Suisse (London) | Investment banker, Capital Markets Solutions | Aug 2015 – Jul 2017 | Capital structuring, issuance advisory |
| Allen & Overy (London) | Capital markets solicitor | 2007 – 2013 | Securities law, capital markets transactions |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Bionomics Limited (Nasdaq: BNOX) | Director | Public life sciences board |
| MagForce AG | Director | Oncology technology; Germany-based |
| Endogena Therapeutics, Inc. | Director | Private biotech |
| Rejuveron Life Sciences AG | Director | Life sciences holding |
Board Governance
- Board classification: staggered; Weaver is Class II with term expiring at the 2028 annual meeting .
- Independence: Board determined Weaver is independent after his resignation from Apeiron; considered the nature of Apeiron’s investment, his non-executive role, <10% ownership in Apeiron, and overall relationships .
- Lead Independent Director: Kirsten Bartok Touw .
- Committees:
- Audit: Member; Chair is Kirsten Bartok Touw; all members deemed “financial experts” .
- Compensation: Member; Chair is Kirsten Bartok Touw .
- Nominating & Corporate Governance: Member; Chair is Kirsten Bartok Touw .
- Attendance: Not disclosed in the proxy .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | No cash paid; non-employee director policy not utilized in 2024 |
| Committee membership fees | $0 | Not paid in 2024 |
| Committee chair fees | $0 | Not applicable (Weaver not chair) |
| Meeting fees | $0 | Not paid in 2024 |
| Equity (annual grant) | $0 | Policy adopted but not used in 2024 |
Non-Employee Director Compensation Policy (adopted but not used in 2024):
- Annual stock option grant fair value: $120,000; vests by next annual meeting/12 months/change in control .
- Initial option grant on joining: $240,000 fair value; vests over 3 years or on change in control; annual cap $500k ($750k first year) per director .
Performance Compensation
| Instrument | Grant Date | Terms | Vesting | Status |
|---|---|---|---|---|
| Director Stock Option Policy | Annual post‑meeting | $120,000 fair value; FMV strike; Black‑Scholes sizing | Fully vests by next annual meeting/12 months/CIC | Policy in place; no 2024 grants |
| Initial Director Option | Upon joining | $240,000 fair value; FMV strike | Equal annual installments over 3 years or CIC | Policy in place; director-specific grants not disclosed |
| LTI Preferred Stock (Board & executives) | Jun 14, 2025 | 1,250,000 LTI shares issued; dividends 10% p.a.; conversion ratio = $2.00 / $10.60; 4.99% blocker; redemption if no shareholder approval by Jun 6, 2026 | Dividends contingent on continued service; conversion subject to shareholder approval | Shareholder approval not obtained on 9/26/2025 |
Note: The LTI preferred issuance is board-wide; the proxy does not disclose per-director allocation amounts. Shareholder approval to convert was not obtained (Proposal Four failed), signaling investor concern about equity-linked director/executive compensation .
Other Directorships & Interlocks
| Company | Relationship to TRNR | Potential Interlock/Conflict |
|---|---|---|
| Bionomics (BNOX), MagForce, Endogena, Rejuveron | Unrelated industries (life sciences vs. connected fitness) | No disclosed related‑party transactions with these entities; independence reaffirmed post‑Apeiron |
Expertise & Qualifications
- Legal and capital markets expertise: UK solicitor; capital markets law (Allen & Overy); investment banking (Credit Suisse) .
- Life sciences investing/operations: Portfolio management at Apeiron; Atai fundraising/legal experience; director roles across multiple life sciences companies .
- Credentials: CFA charterholder; advanced legal degrees; multi-disciplinary finance/legal background .
Equity Ownership
| Holder | Beneficial Ownership | Breakdown | Notes |
|---|---|---|---|
| Aaron N.D. Weaver | 2 shares | Options exercisable within 60 days (no direct common disclosed) | As of record date July 29, 2025; group of directors/executives owns <0.1% collectively |
| Ownership guidelines | Adopted for non-employee directors; requires holding shares acquired via plans until guideline met | Not implemented in 2024 | Implementation deferred; no director compensation paid in 2024 |
| Pledging/Hedging | Not disclosed | — | No pledging disclosed in proxy |
Shareholder Voting Outcomes (Investor Sentiment Signals)
| Proposal (Meeting 9/26/2025) | Outcome | Votes For | Against | Abstain/Withheld | Broker Non‑Votes |
|---|---|---|---|---|---|
| Election of Class II Director (Aaron N.D. Weaver) | Approved | 128,273 | 11,811 | 3,273 | 556,914 |
| Ratify Deloitte & Touche LLP (FY2025 audit) | Approved | 681,465 | 2,464 | 16,342 | 0 |
| Wattbike Issuance (Series E conversion & Earn‑Out) | Not approved | 61,667 | 77,908 | 3,782 | 556,914 |
| LTI Issuance (conversion of LTI Preferred to common) | Not approved | 62,838 | 78,063 | 2,456 | 556,914 |
| Reverse Stock Split Authority | Approved | 467,662 | 231,837 | 772 | 0 |
| Say‑on‑Pay (NEOs) | Approved | 116,692 | 23,601 | 3,064 | 556,914 |
| Say‑on‑Pay Frequency | Plurality favored 3 years | 22,328 (3y) | 97,363 (1y) | 18,415 (2y) | 5,251 (Abstain) |
Governance Assessment
- Independence & conflicts: Weaver’s prior association with Apeiron was scrutinized; independence affirmed post‑resignation with <10% indirect Apeiron holdings and no executive/partner title. This mitigates conflict risk while maintaining sector expertise .
- Committee effectiveness: Weaver serves on all three key committees (Audit; Compensation; Nominating & Governance) with an experienced lead independent chair (Bartok Touw); audit committee members designated “financial experts,” supporting oversight quality .
- Ownership alignment: Very low personal beneficial ownership (2 shares via options), and director stock ownership policy not implemented in 2024—weak “skin‑in‑the‑game” alignment pending future equity grants .
- Compensation structure signals: Non‑employee director option policy exists (equity‑oriented, capped), but unused in 2024; shareholder rejection of LTI Preferred conversion (with 10% accruing dividend) indicates investor discomfort with equity structures that could dilute and reward tenure rather than performance—negative sentiment for board compensation design .
- Shareholder sentiment: Weaver’s election passed comfortably; however, rejection of the Wattbike and LTI issuance proposals underscores dilution and alignment concerns. Reverse split authority approval reflects pragmatic support for listing compliance, but can indicate capital structure stress .
- RED FLAGS
- Very low director ownership vs. adopted but unimplemented ownership guidelines .
- Shareholder rejection of LTI conversion (board/executive equity), suggesting misalignment or dilution concerns .
- Ongoing reliance on capital structure actions (split authorities and issuance proposals), raising dilution and governance optics risks .
Overall: Weaver brings robust capital markets and life sciences governance experience and is deemed independent, with active service across key committees. Investor votes highlight sensitivity to dilution/compensation structures; strengthening director ownership and aligning equity awards to clear performance outcomes would improve investor confidence .