David Leis
About David Leis
David Leis (age 49) has served as an independent director of Interactive Strength Inc. (TRNR) since April 26, 2024; he holds a bachelor’s degree from the Wharton School and brings strategy consulting and brand innovation credentials from Mercer, Stone Point Capital, Oliver Wyman, Lippincott, and as co-founder/managing partner of Pluperfect . The board has determined Leis is independent under SEC and Nasdaq rules and assigned him to the Audit Committee; he is a Class I director with a term expiring at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mercer Management Consulting | Strategy consultant | Not disclosed (early career) | Early career consulting foundation |
| Stone Point Capital | Associate (investing in media/tech) | 2000–2003 | $40B AUM PE fund; venture-stage investments |
| Oliver Wyman | Partner | 2003–2006 | Strategic reinvention, customer alignment, positioning |
| Lippincott | Senior Partner | 2007–2013 | Co-led experience innovation; brand strategy lead for marquee clients |
| Pluperfect | Co-founder, Managing Partner | 2013–present | Firm co-founder and managing partner |
External Roles
| Organization | Role | Since | Public Company Director? |
|---|---|---|---|
| Pluperfect | Co-founder, Managing Partner | 2013 | No (private) |
| Other reporting companies | — | — | Company states directors are not directors in any other reporting companies |
Board Governance
- Independence: Board determined Leis is “independent” under SEC/Nasdaq rules .
- Board class and term: Class I; term expires at the 2027 annual meeting .
- Committee assignments: Audit Committee member (Audit Committee chaired by Lead Independent Director Kirsten Bartok Touw); Compensation and Nominating/Governance Committees consist of Bartok Touw and Weaver (Leis not listed) .
- Audit financial expertise: Board deemed all Audit Committee members (including Leis) to be “audit committee financial experts” per Item 407(d)(5)(ii) of Regulation S‑K .
- Lead Independent Director: Kirsten Bartok Touw is LID under governance guidelines .
- Attendance: Not disclosed in proxies reviewed.
Fixed Compensation
| Element | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | No cash, stock, or option compensation paid to non-employee directors in 2024 |
| Committee membership fees | $0 | No director compensation in 2024 |
| Committee chair fees | $0 | No director compensation in 2024 |
| Meeting fees | $0 | No director compensation in 2024 |
Performance Compensation
| Instrument / Plan | Grant date | Amount / Terms | Vesting / Performance | Notes |
|---|---|---|---|---|
| Non-Employee Director Compensation Policy (2023 Plan) – Annual option award | Following each regular annual meeting | Fair value $120,000; options at FMV; number of shares = $120,000 / Black-Scholes value (rounded down) | Fully vests at earliest of 12 months, next annual meeting, or change-in-control | Policy adopted but not utilized in 2024 |
| Non-Employee Director Compensation Policy – Initial option award for new director | Upon joining board | Fair value $240,000; options at FMV; number of shares = $240,000 / Black-Scholes value (rounded down) | Vests in equal annual installments over three years or upon change-in-control | Aggregate annual cap $500,000; first-year cap $750,000 |
| Series LTI Convertible Preferred Stock (director LTI) | 2025-06-14 | 50,000 LTI Preferred shares to Leis (approved by Compensation Committee) | Accruing dividends at 10% per annum on Original Issue Price, payable only if holder remains a director on dividend dates; conversion ratio $2.00/$10.60; conversion subject to shareholder approval; 4.99% beneficial ownership cap; redemption if stockholder approval not obtained by June 6, 2026 | |
| Share ownership guidelines | Adopted (not implemented in 2024) | Requires holding minimum percentage of shares acquired via equity plans (net of tax) until guideline met | N/A | Policy not implemented in 2024 |
Other Directorships & Interlocks
| Company | Role | Interlock / Potential Conflict |
|---|---|---|
| None (public reporting companies) | — | Company states directors are not directors in any other reporting companies |
Expertise & Qualifications
- Strategy and brand innovation expertise from Lippincott; prior PE/investing experience at Stone Point; strategy consulting at Mercer and Oliver Wyman .
- Audit Committee financial expert designation (technical literacy for financial oversight) .
- Education: Bachelor’s degree from the Wharton School, University of Pennsylvania .
Equity Ownership
| Security | Amount | Date Reference | Notes |
|---|---|---|---|
| Common stock (beneficial ownership) | 0 shares | Record date 2025‑07‑29 | Listed as “—”; directors and officers as a group <0.1% of shares outstanding |
| Common stock (beneficial ownership) | 0 shares | Record date 2025‑01‑17 | “David P. Leis —”; group 0.03% |
| Series LTI Preferred (director LTI) | 50,000 shares | 2025‑06‑14 | Issued to Leis; dividends 10% p.a.; conversion ratio $2.00/$10.60; conversion contingent on shareholder approval; 4.99% cap |
| Shares pledged as collateral | Not disclosed | — | No pledging disclosure for Leis found in proxy |
Insider Trades (Forms)
| Date | Form | Security / Detail | Source |
|---|---|---|---|
| 2024‑05‑06 | Form 3 (Initial Statement of Beneficial Ownership) | Filed upon joining board; no common holdings reported | (links to SEC ownership XML) |
Governance Assessment
- Board effectiveness: Leis strengthens financial oversight as an independent Audit Committee member with “audit committee financial expert” designation, supporting board risk and controls integrity .
- Independence and interlocks: Company discloses directors (including Leis) are not directors of other reporting companies, reducing interlock risks; his external role is at private firm Pluperfect .
- Compensation and alignment signals: No director compensation paid in 2024; however, issuance of dividend‑bearing Series LTI Preferred (50,000 shares to Leis) introduces a non-standard director incentive with 10% accruing dividends and potential future conversion into common stock, contingent on shareholder approval—this can create perceived alignment via equity but also raises dilution optics and dividend-linked retention incentives .
- Ownership alignment: Beneficial common ownership disclosed as zero for Leis at both January 17, 2025 and July 29, 2025 record dates; alignment currently rests on preferred equity rather than common stock exposure, which may be viewed less favorably by some investors until conversion occurs .
- Policies and oversight: Director share ownership guidelines were adopted but not implemented in 2024; audit committee charter covers related-party transaction review amid disclosed related-party financings at the company level, though no Leis-specific related-party transactions were identified .
RED FLAGS
- Dividend‑accruing preferred issued to non‑employee directors (including Leis) at 10% p.a., with conversion subject to shareholder vote; may be perceived as atypical director equity and raises dilution/optics questions upon conversion .
- Minimal common stock ownership by Leis; until any preferred conversion, skin‑in‑the‑game in common equity appears limited .
- Company-level repeated authorization for reverse stock splits and significant potential issuance proposals (Series E Wattbike earn-outs; LTI conversion), increasing capital structure complexity and dilution risk for common holders, though these are board-wide matters rather than Leis-specific .