Chelsea Grayson
About Chelsea A. Grayson
Chelsea A. Grayson, age 53, has served as an independent director of Xponential Fitness since October 2021. She is an experienced public-company CEO, corporate governance leader, and M&A attorney with more than 20 years across business, corporate finance, governance, and law; she holds a J.D. from Loyola Law School and a B.A. from UCLA and is a NACD Board Leadership Fellow. Her current credentials include chairing XPOF’s Nominating & Corporate Governance Committee and serving on the Audit and Human Capital Management Committees, with independence affirmed under NYSE rules and meeting attendance at least 75% in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spark Networks SE | Chief Executive Officer; Director | CEO: Nov 2022–Jul 2023; Director: Aug 2020–Jul 2023 | Led turnaround at multi-brand dating platform (Zoosk, Elite Singles, etc.). |
| True Religion, Inc. | Chief Executive Officer; Director | CEO: Oct 2017–Jun 2019; Director: Oct 2017–Dec 2019 | Led operations at apparel brand. |
| American Apparel Inc. | Chief Executive Officer; Director; prior General Counsel/CAO/EVP | GC/CAO/EVP: Dec 2014–2017; CEO/Director thereafter | Sold company to Gildan; extensive governance and M&A execution. |
| Wunderkind (formerly BounceX) | Executive-in-Residence | Mar 2020–Jan 2024 | SaaS/analytics advisory; commercialization and governance exposure. |
| Jones Day; Loeb & Loeb | Partner, M&A practice | 2006–2014 | Led California-region M&A practice; transactional expertise. |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Beyond Meat (NASDAQ: BYND) | Director | Current (as of 2025) |
| Bedrock Manufacturing (Shinola Detroit, Filson 1897) | Director | Current (as of 2025) |
| Sunrider International | Director | Current (as of 2025) |
| Goodness Growth Holdings Inc. (CSE: GDNS) | Director | Feb 2019–May 2023 |
| Morphe Cosmetics (Forma Brands) | Director | Prior (dates noted as past service) |
| Sugarfina | Director | Prior (dates noted as past service) |
| iHerb | Director | Prior (dates noted as past service) |
| Precision Surfacing Solutions (Lapmaster Group) | Director | Prior (dates noted as past service) |
| Delta Dental | Director | Prior (dates noted as past service) |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent under NYSE listing requirements. |
| Committees | Audit (Member), Human Capital Management (Member), Nominating & Corporate Governance (Chair). |
| Attendance | Board met 24 times in 2024 (4 regular, 20 special); each director attended ≥75% of Board and committee meetings. |
| Lead Independent Director | Brenda Morris currently; Bruce Haase effective at the 2025 Annual Meeting; independent directors meet in executive session regularly. |
| Risk Oversight | Audit Committee oversees financial and cybersecurity risk; Nominating & Governance monitors governance guidelines; HCM Committee oversees compensation-related risk. |
| Conflicts/Related Parties | No related-party transactions disclosed involving Ms. Grayson; Audit Committee reviews related party transactions. |
Fixed Compensation
| Component | Amount/Detail |
|---|---|
| Board member annual cash retainer (Policy effective Jul 1, 2024) | $80,000. |
| Committee chair fees | Audit: $20,000; HCM: $15,000; Nominating & Corporate Governance: $12,000. |
| Committee member fees | Audit: $12,000; HCM: $10,000; Nominating & Corporate Governance: $8,000. |
| Lead independent director fee | $22,000. |
| Non-executive board chair fee | $55,000. |
| Equity grant (annual, directors) | $110,000 grant-date value, subject to service-based vesting; directors may elect RSUs in lieu of cash fees. |
| Ms. Grayson’s FY2024 director cash fees | $147,799. |
| Ms. Grayson’s FY2024 director stock awards (grant-date fair value) | $92,453. |
| Total FY2024 director compensation | $240,252. |
Performance Compensation
| Equity Award | Grant Date | Shares/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (annual director grant) | May 30, 2024 | 9,888 RSUs | Eligible to vest May 21, 2025, subject to continued service | None; time-based vesting only for directors. |
| Director equity program (policy) | As updated Jul 1, 2024 | $110,000 grant-date value | Service-based vesting per annual cycle | None; directors can elect RSUs in lieu of cash. |
Other Directorships & Interlocks
- Current external boards: Beyond Meat; Bedrock Manufacturing (Shinola/Filson); Sunrider International. No interlocks or shared directorships disclosed with XPOF competitors/suppliers/customers for Ms. Grayson.
Expertise & Qualifications
- Public-company CEO and board experience across consumer, apparel, technology/SaaS, and e-commerce; legal training in M&A and governance.
- Education: J.D., Loyola Law School; B.A., UCLA; NACD Board Leadership Fellow; UCLA English Dept. Board of Visitors.
- Committee leadership: Chair of Nominating & Corporate Governance; member of Audit and HCM (financial literacy affirmed for Audit Committee membership).
Equity Ownership
| Metric (as of Mar 31, 2025) | Amount |
|---|---|
| Total beneficial ownership (shares) | 22,774 (12,886 Class A shares + 9,888 RSUs vesting within 60 days). |
| Ownership as % of shares outstanding | <1%. |
| Pledged shares | Not disclosed for Ms. Grayson (pledging disclosed for Mr. Meloun; none indicated for Ms. Grayson). |
| Anti-hedging policy | Company prohibits hedging transactions for directors/officers/employees. |
Governance Assessment
- Strengths: Independent director with deep CEO, governance, and M&A background; chairs Nominating & Corporate Governance and serves on Audit and HCM—positions aligned with board effectiveness and oversight. Attendance met thresholds in a year with elevated Board activity.
- Alignment: Holds 12,886 Class A shares plus unvested RSUs; annual director equity and option to take RSUs in lieu of cash support alignment; anti-hedging policy in place.
- Risk/Red Flags: One late Form 4 filing in 2024 and a late Form 4 noted again in 2024 reporting for 2024 activity—procedural but worth monitoring. Board oversaw restatement of 2023 financials, correction of 2022, and increased audit fees tied to SEC and U.S. Attorney’s Office investigations—places extra scrutiny on Audit Committee effectiveness. No related-party transactions disclosed involving Ms. Grayson.
- Compensation structure: Director pay incorporates cash retainers and time-based RSUs with transparent committee fees; no performance metrics, tax gross-ups, or meeting fees disclosed for directors.
Overall signal: Ms. Grayson’s independence, committee leadership, and cross-industry board experience are positives for governance and investor confidence. Process lapses (late Form 4) are minor; the broader environment (restatement and investigations) elevates the importance of continued robust audit and governance oversight where she is an active participant.