Rachel Lee
About Rachel Lee
Rachel Lee (age 41) was appointed to Xponential Fitness, Inc.’s Board as a Class I director effective August 25, 2025, and joined the Nominating & Corporate Governance Committee . She brings nearly two decades of finance and private equity experience, including Partner and Head of Consumer Private Equity at Ares Management (2008–2022), and earlier investment banking at JPMorgan . She holds dual B.S. degrees in Business Administration and Accounting from the University of Southern California . Per the Company’s director compensation framework, she is eligible for an $80,000 annual cash retainer, $110,000 in annual RSUs, and an $8,000 committee fee for Nominating & Corporate Governance service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ares Management Corporation | Partner; Head of Consumer Private Equity | 2008–2022 | Led strategy and deal execution across the investment lifecycle . |
| JPMorgan (Investment Banking Division) | Investment banking professional | Pre-2008 (prior to Ares) | Executed LBOs, M&A, and debt/equity financings . |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Applied Digital Corporation (NASDAQ: APLD) | Director | Feb 2024 | Public co., digital infrastructure for high-performance compute/AI . |
| Bank of Hope (NASDAQ: HOPE) | Director | May 2024 | Public co., largest Korean American bank in the U.S. . |
| Legacy Franchise Concepts (SweatHouz) | Director | Jun 2024 | Private co.; parent of SweatHouz, franchised wellness brand . |
| Cooper’s Hawk Winery & Restaurants | Former Director | 2019–2022 | Prior board role . |
| Floor & Decor (NYSE: FND) | Former Director | 2015–2021 | Prior board role . |
| Insight Global | Former Director | 2014–2016 | Prior board role . |
Board Governance
- Committee assignments at XPOF: Nominating & Corporate Governance Committee, Member (appointed Aug 25, 2025) .
- Company context: The Nominating & Corporate Governance Committee is chaired by Chelsea A. Grayson and composed entirely of independent directors per NYSE standards, as disclosed in the latest proxy . Independent directors hold executive sessions and the Board maintains a Lead Independent Director structure; in 2025 the Board indicated Bruce Haase will serve as Lead Independent Director effective at the Annual Meeting .
- Attendance disclosure: For 2024, each then-serving director attended at least 75% of Board/committee meetings; expectations are that directors attend all Board and relevant committee meetings. Ms. Lee joined after that period; her attendance has not yet been disclosed .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $80,000 | Per director compensation policy; applicable to Ms. Lee’s eligibility . |
| Nominating & Corporate Governance Committee member fee (cash) | $8,000 | Annual committee member cash fee . |
| Other cash fees (Chair/Lead Director) | Not applicable | Only if designated; not disclosed for Ms. Lee . |
Performance Compensation
| Award Type | Stated Value | Vesting/Structure | Notes |
|---|---|---|---|
| Annual RSU grant | $110,000 | RSUs subject to continued service; the policy provides for pro-rating for new directors | Ms. Lee is eligible for annual RSUs valued at $110k; company policy states new directors’ equity may be pro-rated . |
| Equity in lieu of cash (optional) | Electable | Non-employee directors may elect RSUs in lieu of cash retainers | Policy allows retainer-paid RSUs to enhance equity alignment . |
No performance-vesting metrics are disclosed for director equity; grants are value-based RSUs with service-based vesting per the policy .
Other Directorships & Interlocks
- Current public boards: Applied Digital (APLD) and Bank of Hope (HOPE) .
- Private board: Legacy Franchise Concepts (SweatHouz) .
- The 8-K announcing her appointment did not describe any related-party transactions involving Ms. Lee; she executed the Company’s standard director indemnification agreement .
Expertise & Qualifications
- Private equity and consumer/franchise expertise: Partner and Head of Consumer PE at Ares; prior investment banking at JPMorgan .
- Public company board experience: Floor & Decor (FND), Applied Digital (APLD), Bank of Hope (HOPE) .
- Education: B.S. in Business Administration and B.S. in Accounting (USC) .
Equity Ownership
| Item | Status |
|---|---|
| Total beneficial ownership at XPOF | Not disclosed as of the March 31, 2025 ownership table (pre-appointment); Ms. Lee was appointed Aug 25, 2025. Her holdings should appear in the next proxy cycle . |
| RSU grant details (shares, vesting dates) | Not disclosed in 8-K; only value framework provided ($110k annual RSU) . |
| Pledged or hedged shares | Company prohibits hedging by directors under its Insider Trading Policy; no pledge/hedge disclosures specific to Ms. Lee have been made . |
Governance Assessment
- Committee fit and board refresh: Adding a Class I director with consumer PE and public board experience strengthens the Nominating & Corporate Governance Committee’s oversight and signals ongoing board refresh (Board size increased to seven; Ms. Lee added Aug 2025) .
- Pay mix and alignment: Ms. Lee’s compensation is equity-forward (eligible for $110k in RSUs versus $88k total cash retainers including committee fee), reinforcing shareholder alignment; directors may further elect RSUs in lieu of cash .
- Workload and engagement context: Ms. Lee holds two other public company board seats plus a private board. XPOF’s governance guidelines expect directors to attend all meetings, and the Board historically reports at least 75% attendance among directors; Ms. Lee’s attendance will first be disclosed after her appointment period is covered by proxy/8-K reporting .
- Conflicts and related-party exposure: The appointment 8-K discloses standard indemnification terms and no related-party transactions for Ms. Lee. Her external role at a franchised wellness brand (SweatHouz) sits adjacent to XPOF’s franchised wellness focus; continued monitoring for potential competitive or commercial overlaps is prudent, though none are disclosed at appointment .