Jair Clarke

About Jair Clarke

Independent Class II director at Xponential Fitness since July 2022; age 43. Technology executive with >15 years across product management, digital transformation, cybersecurity, data science, and innovation. Currently CEO and Chief Artificial Intelligence Officer at Laigic.com (joined 2024) and a director at OneMedNet (clinical imaging software). Holds a B.B.A. in Computer Information Systems from the University of Miami . He is an independent NYSE-qualified director at XPOF and serves on multiple board committees, including as chair of Human Capital Management .

Past Roles

External Roles

Board Governance

• Independence: Determined independent under NYSE rules; no family relationships disclosed. Board currently has seven members; roles of Chair and CEO are separated .
• Committee assignments (2024 activity year):
  • Human Capital Management Committee: Chair (approves/oversees executive and director pay; administers equity plans) .
  • Audit Committee: Member; committee is fully independent; all members financially literate (audit financial expert designation applies to other members) .
  • Nominating & Corporate Governance Committee: Member .
• Attendance and engagement: In 2024 there were 24 board meetings; each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting .
• Risk and controls: Audit Committee oversees financial and cybersecurity risk and reviews related party transactions; HCM Committee assesses pay-related risk; Nominating Committee oversees governance guidelines .

Fixed Compensation

Policy fee schedule as of July 1, 2024 (relevant to Clarke’s roles):

• Board member: $80,000 annual cash retainer
• Audit Committee member: $12,000
• Human Capital Management Committee chair: $15,000
• Nominating & Corporate Governance Committee member: $8,000
• Non-cash option: directors may elect RSUs in lieu of cash for all/part of retainers

Performance Compensation

• Directors can elect fully vested RSUs in lieu of cash retainers; in 2024 this election was disclosed for Mark Grabowski and Jeffrey Lawrence, not for Clarke .
• Omnibus Incentive Plan applies to non-employee directors; upon a change in control, the committee may continue/assume, substitute, accelerate, or cash-out awards, including determining performance attainment for performance awards (director equity grants are time-based) .

Other Directorships & Interlocks

• Related-person transaction oversight: XPOF’s Audit Committee administers a formal Related Person Transaction Policy for items over $120,000; only transactions described in the proxy would qualify, and none involve Clarke .

Expertise & Qualifications

• Deep technology and AI background (Microsoft CTO role; AI leadership at Laigic) aligned with XPOF’s growing digital and data needs .
• Governance experience across multiple large enterprises (Disney, IBM) and as a public company director (XPOF and OneMedNet) .
• Financial literacy via Audit Committee service; committee meets NYSE and SEC independence and literacy standards .
• Independent status and multi-committee workload (chairing HCM) indicate high governance engagement .

Equity Ownership

Director Compensation – Year-over-Year Mix

• Mix shifted toward equity in 2024 following policy update (annual equity value increased to $110,000 and service-based RSUs granted), which can improve alignment but lacks performance conditions at the director level .

Governance Assessment

• Positives

  • Independent director with strong technology/AI credentials; multi-committee service including HCM chair enhances board effectiveness on compensation oversight and talent strategy .
  • Audit Committee service supports financial oversight; committee independence and literacy standards met .
  • Attendance adequate: at least 75% of applicable meetings in 2024; full board attendance at 2024 annual meeting .
  • Anti-hedging policy applies to directors; no share pledging disclosed for Clarke, reducing alignment risk .

• Watch items

  • Director equity is time-based RSUs (no performance-vesting), which aligns ownership but does not directly tie director pay to TSR or operational results; investors may prefer performance-linked elements for executives (less common for directors) .
  • The board remains classified (staggered terms), which some governance frameworks view as entrenching; though not specific to Clarke, it affects overall board accountability .
  • 2024 financial statement restatement did not trigger clawback recovery; as HCM chair, continued monitoring of compensation risk and clawback policy effectiveness remains important for investor confidence .

• Red flags

  • None specific to Clarke disclosed: no related-party transactions, no Section 16 filing delinquencies for Clarke in 2024 .

Board Governance (Committee Map for Clarke)

Notes on Policies Relevant to Clarke

• Outside Director Compensation Policy (as of July 1, 2024): cash retainers by role; equity grant $110,000; optional RSUs in lieu of cash .
• Omnibus Incentive Plan: applicable to non-employee directors; provides pathways for award treatment upon change in control (including possible acceleration) .
• Related Person Transaction Policy: Audit Committee reviews/approves related-party transactions; no Clarke-related items disclosed .
• Anti-hedging: prohibits directors from hedging XPOF equity; supports alignment .