Mike Nuzzo
About Mike Nuzzo
Mike Nuzzo (age 54) was appointed Chief Executive Officer and a Class III director of Xponential Fitness (XPOF) effective August 7, 2025 . He holds an MBA in finance and accounting from the University of Chicago Booth School of Business and a BS in Economics from Kenyon College . Prior to XPOF, he served as CEO of Eyemart Express, EVP/COO and President of Petco Services (2019–2022), and CFO of Petco (2015–2021), with earlier senior roles at 4moms, GNC, and Abercrombie & Fitch . No TSR or company operating performance metrics under his XPOF tenure are yet disclosed given his appointment on August 7, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eyemart Express | Chief Executive Officer | 2022–2025 | Reinvigorated the business with revenue growth leading to its acquisition by VSP Vision in Jan 2025 |
| Petco (WOOF) | EVP, Chief Operating Officer; President, Petco Services | 2019–2022 | Led turnaround of pet services and introduced in‑store veterinary hospitals scaled to 200+ locations |
| Petco (WOOF) | Chief Financial Officer | 2015–2021 | Key role in 2016 sale, 2021 IPO, and expansion into Canada and Mexico |
| 4moms | Chief Administrative Officer | Pre‑2015 | Senior operating leadership at a high‑tech baby gear brand |
| GNC Holdings | EVP & Chief Financial Officer | Pre‑2015 | Senior financial leadership at multinational health/nutrition retailer |
| Abercrombie & Fitch | Various finance/operations; SVP Corporate Finance | Pre‑2015 | Financial and operational leadership roles |
External Roles
| Organization | Role | Years | Committees / Notes |
|---|---|---|---|
| KinderCare Learning Companies, Inc. (NYSE: KLC) | Director | Current | Audit and Compensation Committees |
| Fleet Farm | Director | Current | Board service noted in press release |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $800,000 per year |
| Target Annual Bonus | Up to 100% of base salary; for 2025 a pro‑rated bonus based on performance goals to be agreed with the Board within 45 days of August 7, 2025 |
Performance Compensation
| Incentive | Metric(s) | Target / Hurdle | Payout / Structure | Vesting |
|---|---|---|---|---|
| Annual Cash Bonus (2025 onward) | Operational/financial goals (set by Board) | To be established; 2025 goals to be agreed within 45 days of 8/7/2025 | Up to 100% of base salary | Paid after fiscal year audit (if earned) |
| RSUs (Initial CEO grant) | Time‑based | — | 50% of grant | Vests in 4 tranches on the 12‑, 24‑, 30‑, and 36‑month anniversaries of 8/7/2025, subject to continued service |
| RSUs (Initial CEO grant) | Stock price performance | 3 equal tranches vest if 20 consecutive trading‑day closing prices meet/exceed $16, $25, and $30 within 36 months of 8/7/2025 | 50% of grant | Vests upon achieving each hurdle, subject to continued service |
| Equity Grant Details | Value / Date | Notes |
|---|---|---|
| Initial RSU Award | $3.5 million of RSUs, grant on the 10th trading day after 8/7/2025 based on 10‑day VWAP from 8/7/2025 | 50% time‑based schedule (12/24/30/36 months); 50% performance‑based at $16/$25/$30 for 20 consecutive trading days within 36 months |
Vesting Schedules and Insider Selling Pressure
| Award | Vesting Milestones | Potential Liquidity Windows |
|---|---|---|
| Time‑based RSUs (50% of initial grant) | 12, 24, 30, 36 months after 8/7/2025 (i.e., anniversary tranches through 8/7/2028) | Standard vesting may create periodic unlocks; actual sales subject to trading windows/10b5‑1 (not disclosed) |
| Performance‑based RSUs (50% of initial grant) | Tranche vests upon each stock price hurdle ($16, $25, $30) sustained for 20 consecutive trading days within 36 months of 8/7/2025 | Event‑driven unlocks if price hurdles are achieved; requires continued service |
Equity Ownership & Alignment
- Current beneficial ownership: Not yet disclosed (Nuzzo appointed after the March 31, 2025 ownership record date in the 2025 proxy) .
- Hedging/pledging: Company policy prohibits hedging by directors/officers/employees . No pledging disclosures for Mr. Nuzzo have been made to date.
- Clawback: Executive incentive‑based compensation is subject to XPOF’s clawback policy and applicable law .
Employment Terms
| Term | Definition |
|---|---|
| Start Date / Term | August 7, 2025; employment continues until terminated per Agreement |
| Severance (non‑CIC) | If terminated without Cause, for Good Reason, or due to qualifying disability/death: 12 months’ base salary paid in installments; up to 12 months COBRA reimbursement; prorated annual bonus (if earned) and prorated vesting of outstanding equity based on time (and, if applicable, actual performance) through termination, subject to release |
| Change‑in‑Control (CIC) | If qualifying termination within 12 months post‑CIC: COBRA for 18 months; all unvested equity vests (performance awards at actual performance) |
| Restrictive Covenants | 12‑month post‑termination non‑solicitation; perpetual confidentiality; mutual non‑disparagement; invention assignment provisions |
| Garden Leave‑like Provision | Company may relieve duties and require cessation of professional activity upon notice or during certain investigations |
| Clawback / Policies | Subject to company clawback and insider trading/anti‑hedging policies |
Performance & Track Record
- Eyemart Express: As CEO, “reinvigorated the business, delivering exceptional revenue growth both in‑store and online,” culminating in its acquisition by VSP Vision in January 2025 .
- Petco: Led turnaround of the pet services division and introduced in‑store veterinary hospitals, scaling to 200+ locations; played pivotal roles in the 2016 sale transaction, the 2021 IPO, and expansion into Canada and Mexico .
- Prior senior finance/operations leadership at 4moms, GNC, and Abercrombie & Fitch .
Compensation Structure Analysis
- Cash vs equity mix: Large front‑loaded equity grant ($3.5M) with 50% tied to absolute stock price hurdles over 36 months increases pay‑for‑performance alignment to shareholder value creation .
- Performance metrics: Annual bonus metrics for 2025 to be set within 45 days of appointment; disclosure pending . Performance RSUs use objective share‑price thresholds ($16/$25/$30) requiring sustained trading levels for vesting .
- Retention and risk: Time‑based RSU tranches at 12/24/30/36 months provide retention over three years; standard 1x salary severance with CIC acceleration supports continuity while guarding against value‑destructive departures .
Investment Implications
- Alignment: A significant, multi‑year equity package—half contingent on sustained share‑price hurdles—aligns incentives toward durable shareholder value creation and may motivate initiatives that drive price and liquidity over a 36‑month horizon .
- Unlock cadence: Time‑based vesting at 12/24/30/36 months post‑hire and performance‑triggered vests could create episodic supply; monitor Form 4s/10b5‑1 plans around these windows for potential selling pressure (no plans disclosed yet) .
- Execution upside: Prior record scaling services and executing complex transactions (turnarounds, IPO, M&A) could be additive for franchise unit economics and capital allocation, but execution at XPOF remains to be demonstrated post‑August 2025 appointment .
- Governance safeguards: Clawback and anti‑hedging policies, plus standard severance/CIC terms, are shareholder‑friendly; bonus goal‑setting disclosure will be important to assess rigor once available .