Mark Grabowski
About Mark Grabowski
Mark Grabowski (age 49) serves as Chairman of the Board at Xponential Fitness and has held this role since May 2017. He is the Managing Partner and founder of Snapdragon Capital Partners (2018), with prior private equity roles at TPG Growth (2016–2018), L Catterton (2007–2016), AEA Investors, and American Capital Strategies; he holds an A.B. in Economics from Dartmouth College and an MBA from The Wharton School. On April 24, 2025, he resigned as a Class III director contingent on immediate re-appointment and nomination as a Class I director for election at the 2025 Annual Meeting, with the Class I term expiring at the 2028 meeting. The Board discloses that Grabowski is not independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TPG Growth | Partner | Aug 2016 – Jun 2018 | Oversaw consumer investments |
| L Catterton | Managing Director | Jan 2007 – Aug 2016 | Middle market consumer-focused PE |
| AEA Investors | PE professional | Not disclosed | Private equity experience |
| American Capital Strategies | PE professional | Not disclosed | Private equity experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Snapdragon Capital Partners | Managing Partner, Founder | 2018 – Present | Focus on health and wellness investments |
Board Governance
- Board composition: Seven members; staggered three classes with three-year terms. Directors removable only for cause by at least two-thirds voting power.
- Independence: Grabowski is not independent under NYSE rules. Independent directors are Brenda Morris, Chelsea A. Grayson, Jair Clarke, Jeffrey Lawrence, and Bruce Haase.
- Committee membership: Grabowski is Board Chair and not listed as a member of the Audit, Human Capital Management, or Nominating & Corporate Governance committees.
- Attendance: 24 Board meetings in FY2024 (4 regular, 20 special). Each director attended at least 75% of Board and committee meetings; all directors serving attended the 2024 Annual Meeting.
- Reclassification: On April 24, 2025, Grabowski resigned from Class III contingent on re-appointment to Class I and nomination for re-election at the 2025 Annual Meeting (term to expire at the 2028 Annual Meeting).
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Board member retainer (cash) | $80,000 (effective Jul 1, 2024; increased from $78,750) | Payable quarterly; option to elect RSUs in lieu of cash |
| Non-executive Board Chair retainer | $55,000 (effective Jul 1, 2024; increased from $52,500) | Payable quarterly; option to elect RSUs in lieu of cash |
| Committee retainers | Audit Chair $20,000; Audit Member $12,000; HCM Chair $15,000; HCM Member $10,000; Nominating Chair $12,000; Nominating Member $8,000 | Effective Jul 1, 2024 |
| FY2024 fees earned (Grabowski) | $99,375 | Reflects election to receive RSUs in lieu of cash starting Oct 2024 |
| RSUs in lieu of cash (Oct 1, 2024) | 2,645 fully vested RSUs | Election to receive portion of cash retainer in RSUs |
| Travel reimbursement | Reasonable travel expenses reimbursed | Per policy |
| Annual cap | Max $650,000 total value per director; $1,000,000 for newly appointed directors in initial period | Includes cash + grant date fair value of equity |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSUs (FY2024) | May 30, 2024 | 9,888 RSUs | Included in 2024 stock awards | Eligible to vest May 21, 2025, subject to continued service | Standard annual non-employee director grant |
| RSUs in lieu of cash | Oct 1, 2024 | 2,645 RSUs (fully vested) | Included in 2024 stock awards (ASC 718) | Vested at grant | Election to receive portion of cash retainer in RSUs |
| FY2024 stock awards (total) | 2024 | — | $123,849 | — | Includes annual RSUs and RSUs for cash retainer election (ASC 718) |
- No stock options, PSUs, or performance metrics disclosed for director compensation; RSUs are time-based and intended to align interests with shareholders.
Other Directorships & Interlocks
- Public company directorships: Not disclosed.
- Interlocks/relationships: Registration Rights Agreement grants demand and piggyback registration rights to certain Continuing Pre-IPO LLC Members and affiliates, including “any person that is an affiliate of Mr. Grabowski,” indicating potential liquidity/overhang dynamics if affiliates choose to sell.
Expertise & Qualifications
- Investment and consumer sector expertise through leadership at Snapdragon Capital Partners, TPG Growth, and L Catterton; finance/investment background and industry knowledge cited as Board qualification. Education: Dartmouth (A.B., Economics) and Wharton MBA.
Equity Ownership
| Holder | Class A Shares | Class A % | Class B Shares | Class B % | Series A Pref | Combined Voting Power | Combined Voting % | Unvested RSUs (as of 12/31/2024) |
|---|---|---|---|---|---|---|---|---|
| Mark Grabowski | 5,649,168 | 16% | 6,101,697 | 44% | — | 11,750,865 | 22% | 9,888 |
- Ownership guidelines, pledging, or hedging disclosures specific to Grabowski: Not disclosed in the proxy excerpts.
Governance Assessment
- Independence and role: Grabowski serves as non-independent Chairman, concentrating board leadership while not serving on standing committees; independent committee chairs lead Audit (Brenda Morris), HCM (Jair Clarke), and Nominating (Chelsea Grayson). This structure can balance oversight but centralizes agenda-setting with a non-independent Chair.
- Attendance and engagement: Board met 24 times in 2024; directors met at least the 75% attendance threshold; directors attended the 2024 Annual Meeting—baseline engagement is adequate.
- Compensation mix and alignment: Adoption of RSUs in lieu of cash beginning Oct 2024 and time-based annual RSUs indicate equity alignment; FY2024 total director compensation for Grabowski was $223,224, with $99,375 cash and $123,849 equity. Policy increases effective Jul 2024 raise cash retainers but maintain equity components.
- Ownership and influence: Significant combined voting power (22%) reflects material influence and alignment potential but also raises concentration and related-party oversight considerations.
- Related-party exposure (RED FLAG): A special purpose vehicle controlled/managed by Grabowski (Snapdragon Spartan Investco LP) invested ~$30 million in Spartan Fitness, which owns/operates 112 Club Pilates studios and holds rights to 79 licenses. XPOF recorded $10.7 million in 2024 revenue from Spartan Fitness-owned studios—this is a material related-party transaction that requires robust Audit Committee oversight to mitigate conflict risks.
- Registration rights (signal): Affiliates of Grabowski have demand and piggyback registration rights, potentially affecting float and overhang dynamics if exercised; disclosure and coordination with investors is prudent.
Overall signal: Non-independent Chair with substantial voting power and disclosed related-party dealings necessitates strong independent committee oversight and transparent management of conflicts. Equity use in director pay and RSU elections supports alignment; attendance meets baseline expectations.