Michael Madigan
About Michael Madigan
Michael J. Madigan, 48, served as Chief Financial Officer (principal financial and accounting officer) of Interactive Strength Inc. (Nasdaq: TRNR) from February 2023 until his resignation effective November 14, 2025; he did not express any disagreement on Company matters . He previously served as Senior Director of FP&A (Oct 2019–Sep 2022), Senior Vice President of Finance (Nov 2016–Oct 2019), and Vice President of Finance (2013–2016) at XPO Last Mile, Inc., and earlier as VP of Finance at 3PD, Inc. and in roles at PricewaterhouseCoopers; he holds a B.S. in Accounting from Le Moyne College . Pay-versus-performance disclosures cite adjusted EBITDA as the company-selected metric, with negative net income and adjusted EBITDA in 2024 and a low TSR value ($100 initial investment value fell to $0.01 in 2024, vs. $13.03 in 2023), framing a challenging performance backdrop during his tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| XPO Last Mile, Inc. | Senior Director, FP&A | Oct 2019–Sep 2022 | Not disclosed |
| XPO Last Mile, Inc. | Senior VP, Finance | Nov 2016–Oct 2019 | Not disclosed |
| XPO Last Mile, Inc. | VP, Finance | 2013–2016 | Not disclosed |
| 3PD, Inc. | VP, Finance | Not disclosed | Not disclosed |
| PricewaterhouseCoopers | Various roles | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | — |
Fixed Compensation
| Component | 2023 | 2024 | 2025 YTD/Updates |
|---|---|---|---|
| Base Salary ($) | $235,675 | $250,000 | Increased to $300,000 effective Jan 1, 2025 and to $350,000 effective Jun 14, 2025 |
| Target Bonus (%) | Not disclosed | Plan not utilized in 2024 | Up to 50% of base salary from Jun 14, 2025 |
| Actual Bonus ($) | — | $0 (Annual Incentive Plan not utilized) | Not disclosed |
| Perquisites | Standard benefits; life insurance; no executive-specific perquisite programs | Standard benefits | Standard benefits |
| Retirement | 401(k) plan; no SERP or other retirement benefits | Same | Same |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Incentive Plan (cash/equity) | Metrics set by Comp Committee Q1 (e.g., revenue, EBITDA, TSR; company-selected measure is Adjusted EBITDA) | Determined annually (not disclosed) | Individual target award set Q1 (not disclosed) | 2024 plan not utilized; no payout | Bonuses payable post year-end; subject to clawback |
| Target Annual Bonus | Cash | — | 50% of base salary (from 6/14/2025) | Not disclosed | Annual, per plan terms |
| Performance Options (share-price hurdles) | Stock price VWAP thresholds ($480,000/$640,000/$800,000 per share, reverse-split adjusted) | Tranches (1/3 each) | Achieve 30-day VWAP thresholds | Not disclosed | Vests upon threshold achievement; 10-year term |
Clawback: Incentive compensation subject to recoupment in case of misconduct-driven restatements; Dodd-Frank compliant .
Equity Ownership & Alignment
| Metric | As of Apr 9, 2024 | As of Jul 29, 2025 |
|---|---|---|
| Beneficial Ownership (Shares) | 44,591 | 3 (options exercisable within 60 days) |
| Ownership (%) | 0.2% | ~0.00% (group <0.1%) |
| Vested vs Unvested | Not broken out; options outstanding (see below) | Minimal post reverse splits; see awards table |
| Shares Pledged | Not disclosed | Not disclosed |
| 10b5-1 Trading Plan | None | None |
| LTI Preferred Stock | 200,000 shares issued 6/14/2025 | Convertible (subject to shareholder approval), dividends accrue at 10% p.a.; 4.99% beneficial ownership cap; redemption if no approval by 6/6/2026; conversion ratio $2.00/$10.60 may result in up to 235,849 common shares across all LTI issued (company-wide) |
Outstanding Equity Awards (Reverse-Split Adjusted, Dec 31, 2023)
| Grant Date | Vest Start | Vest Details | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|---|
| 10/27/2022 | 9/29/2022 | Accelerated; fully vested; early-exercise allowed | 1 | — | 60,000.00 | 10/26/2032 |
| 1/31/2023 | 2/28/2023 | 26-month: 15% on 2/28/2023, 2.5% monthly for 24 months, remaining 25% on 3/31/2025 | 1 | — | 20,514.00 | 1/30/2033 |
| 6/7/2023 | 6/7/2023 | Performance vest on stock price VWAP thresholds ($480k/$640k/$800k) | — | 1 | 194,400.00 | 6/6/2033 |
| 12/20/2023 | 12/20/2023 | 12-month vest | 2 | — | 36,800.00 | 12/19/2033 |
Pre-IPO Employment Grant: Initial offer letter granted options to purchase 220,000 shares (pre reverse-splits) with vesting as disclosed in “Outstanding Equity Awards” .
Employment Terms
| Term | Detail |
|---|---|
| Employment Start | Senior Director of Finance (Sep 2022); CFO since Feb 2023 |
| Agreement Type | At-will; offer letter memorialized terms |
| Base Salary Path | $227,000 start; $250,000 (6/16/2023); $300,000 (1/1/2025); $350,000 (6/14/2025) |
| Target Bonus | Up to 50% of base salary (from 6/14/2025) |
| Non-Compete | Not subject to non-compete; confidentiality/invention assignment and arbitration agreements executed |
| Severance (No CIC) | 12 months salary continuation + COBRA subsidy upon termination without cause/for good reason/death/disability, subject to release and covenants |
| Severance (Within 12 months of CIC) | Double trigger: continuation payments equal to base salary + target annual bonus; full vesting acceleration of outstanding equity; COBRA subsidy; 280G best-net cutback |
| Clawback | Yes (plan-level and Dodd-Frank compliant) |
| Resignation | Resigned as CFO effective Nov 14, 2025; no disagreements noted |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR – $100 Initial Investment Value ($) | — | 13.03 | 0.01 |
| Net Income ($ millions) | (58,225) | (51,373) | (34,934) |
| Company-Selected Measure: Adjusted EBITDA ($ millions) | (38,809) | (16,999) | (10,589) |
Note: Pay-versus-performance figures are Company disclosures and reflect listing/reverse-split adjustments; adjusted EBITDA is defined per proxy footnotes .
Compensation Committee Analysis
- Committee: Chaired by Lead Independent Director Kirsten Bartok Touw; member Aaron N. D. Weaver; both independent under SEC/Nasdaq rules .
- Responsibilities: Executive compensation decisions, employment and severance terms, equity plan administration, and human capital strategy oversight .
- Annual Incentive Plan: Committee sets targets, metrics, weightings and certifies payouts post-year-end; plan subject to clawback; not utilized in 2024 .
Risk Indicators & Red Flags
- No 10b5-1 trading plans disclosed for executives, reducing visibility into pre-arranged selling protocols .
- No non-compete restrictions in Madigan’s employment letter, modestly elevating post-departure competitive mobility risk .
- LTI Preferred Stock awards accrue 10% dividends and may convert into significant common equity upon shareholder approval, potentially adding future selling pressure/overhang (conversion cap 4.99%; redemption if no approval by 6/6/2026) .
- CFO transition risk: Madigan’s resignation effective Nov 14, 2025; successor appointed effective Nov 15, 2025 .
Compensation & Ownership Tables
Summary Compensation (Named Executive Officer)
| Name | Year | Salary ($) | Bonus ($) | Option Awards ($) | Nonequity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Michael J. Madigan (CFO) | 2024 | 250,000 | — | — | — | — | 250,000 |
| Michael J. Madigan (CFO) | 2023 | 235,675 | — | 621,813 | — | — | 857,488 |
Beneficial Ownership
| Holder | Shares Owned (#) | % Owned |
|---|---|---|
| Michael J. Madigan (as of Apr 9, 2024) | 44,591 | 0.2% |
| Michael J. Madigan (as of Jul 29, 2025) | 3 (options exercisable in 60 days) | ~0.00% |
Investment Implications
- Pay-for-performance alignment is constrained: 2024 Annual Incentive Plan was not utilized (no cash bonus), while equity awards carry high strike prices and reverse-split-adjusted hurdles, limiting near-term realizable upside in a challenged TSR/EBITDA context .
- LTI Preferred Stock (200,000 shares to Madigan) with 10% accruing dividends and contingent conversion elevates medium-term dilution and potential selling overhang after shareholder approval; conversion capped at 4.99% beneficial ownership, with redemption if not approved by 6/6/2026 .
- Retention economics are moderate: 12 months salary continuation and COBRA subsidy (and double-trigger base+target bonus plus equity acceleration on CIC termination) provide standard protection but no non-compete suggests limited post-termination restrictions; CFO departure in Nov 2025 highlights transition risk .
- Ownership alignment is minimal post reverse splits (near-zero beneficial ownership as of mid-2025), reducing “skin-in-the-game” signals; no disclosed pledging or 10b5-1 plans provide limited transparency on future insider sales cadence .