Lily Yang
About Lily Yang
Lily Yang, age 53, was appointed to the Xponential Fitness Board effective June 16, 2025 and serves as Chair of the Audit Committee. She is the Chief Financial Officer of Strava, Inc. since November 2021 and previously held senior finance roles at Pinterest (Chief Accounting Officer), Medivation (VP Finance & Accounting), and Gilead Sciences (VP & Corporate Controller). She holds a BS in Accounting and Managerial Information Systems from Boston University and is a Certified Public Accountant (inactive).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pinterest, Inc. | Chief Accounting Officer | c. 2019 IPO period | Instrumental in taking Pinterest public in 2019 |
| Medivation | Vice President, Finance & Accounting | 2015–2017 | Drove strategic growth prior to acquisition by Pfizer |
| Gilead Sciences | Vice President & Corporate Controller (end of tenure) | 2003–2015 | Senior accounting leadership; large-cap governance exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Strava, Inc. | Chief Financial Officer | Nov 2021–present | Consumer technology platform; private company |
| Boston University | Education | — | BS in Accounting & MIS |
| CPA (inactive) | Credential | — | Certified Public Accountant (inactive) |
Board Governance
- Committee assignments: Audit Committee Chair (appointed concurrent with board election). This role carries primary oversight of financial reporting, auditor independence, internal controls, and related-party reviews.
- Independence: Audit Committee members must meet NYSE/SEC independence requirements; the company’s committees are structured to satisfy NYSE independence standards. Ms. Yang’s appointment as Audit Chair signals independence consistent with those standards.
- Attendance and engagement context: In 2024, the Board held 24 meetings; each director then serving attended at least 75% of Board and committee meetings. Company guidelines expect directors to attend all meetings; executive sessions of non-management directors are led by the Lead Independent Director (transitioning from Brenda Morris to Bruce Haase at the 2025 Annual Meeting). (Note: Ms. Yang joined in June 2025; her 2024 attendance is not applicable.)
- Governance documents and processes: Corporate Governance Guidelines, Code of Business Conduct and Ethics, and committee charters are in place; communications to independent directors and committee chairs are formally facilitated.
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $80,000 | Standard non-employee director retainer under policy and confirmed at appointment |
| Audit Committee Chair fee | $20,000 | Annual cash fee for Audit Chair |
| Annual equity (RSUs) | $110,000 grant-date value | Time-based RSUs; pro-rated for new directors as applicable |
| Form of pay election | RSUs in lieu of cash permitted | Directors may elect RSUs instead of cash retainers |
Performance Compensation
| Metric Type | Applicable to Director Compensation | Details |
|---|---|---|
| Performance-based awards (PSUs/options) | Not disclosed for directors | Policy describes annual RSU awards; no director performance metrics disclosed |
| Clawback policy | Applies to Section 16 officers; not specified for directors | Restatement in 2024 triggered analysis; no recoupment occurred as incentive-based comp was unaffected |
| Anti-hedging | Prohibits director hedging | No hedging or derivatives allowed for directors under Insider Trading Policy |
Other Directorships & Interlocks
| Company | Role | Potential Interlock with XPOF |
|---|---|---|
| None disclosed | — | No public company directorships disclosed for Ms. Yang; current role is CFO at Strava (private) |
Expertise & Qualifications
- Deep audit and controllership background; public company readiness (Pinterest IPO), large-cap life sciences accounting (Gilead), and finance leadership.
- CPA (inactive) and experienced with SEC reporting, internal control frameworks, and auditor oversight—aligned with Audit Chair responsibilities.
- Technology and healthcare industry breadth supports oversight of evolving data, systems, and compliance processes relevant to franchising scale.
Equity Ownership
- Beneficial ownership: Ms. Yang was appointed June 16, 2025; she does not appear in the beneficial ownership table as of the March 31, 2025 record date.
- Section 16 filings: A Form 3 specific to Ms. Yang was not found in our search window; any post-appointment holdings would be reflected in subsequent Section 16 reports.
Governance Assessment
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Strengths: Appointment as Audit Committee Chair adds proven public company accounting leadership and IPO experience to financial oversight, a positive signal amid prior restatement and ongoing regulatory scrutiny; formal anti-hedging and governance frameworks support alignment.
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Independence and oversight: Audit Chair role requires independence under NYSE/SEC rules; company states its committees satisfy independence requirements, reinforcing board effectiveness in financial oversight.
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Compensation alignment: Director pay mix balances cash (retainer + chair fee) with annual RSUs, allowing equity in lieu of cash; this promotes ownership alignment while avoiding performance metric complexity for directors.
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Conflicts/related-party exposure: No related-person transactions disclosed involving Ms. Yang; Audit Committee is charged with reviewing and approving material related-party dealings, mitigating conflict risks.
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Watch items:
- 2024 restatement and investigations noted in audit fees context underline the importance of strong Audit Committee leadership; Ms. Yang’s background is responsive, but board execution will be scrutinized.
- Beneficial ownership and Section 16 updates should be monitored post-appointment to assess skin-in-the-game alignment.
Overall, Lily Yang’s appointment as independent Audit Chair adds seasoned accounting and public company governance capacity. Compensation structure is standard and equity-linked; no conflicts disclosed. Given XPOF’s prior restatement and investigation-related audit fee increases, her oversight should be viewed as an investor-confidence positive contingent on demonstrated improvements in control quality and disclosure rigor.