Life Time Group (LTH) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on April 25, 2025, to elect four Class I directors, hold a say-on-pay vote, and ratify the selection of Deloitte & Touche LLP as the independent auditor for 2025.

• 2024 saw record member engagement, retention, and financial performance, with significant revenue and profitability growth, margin expansion, and a reduced leverage ratio.

• The company continues to pursue an asset-light growth strategy, expand digital and nutritional offerings, and maintain a strong commitment to governance, inclusion, and sustainability.

Voting matters and shareholder proposals

• Shareholders will vote on electing four Class I directors, an advisory say-on-pay vote, and ratification of Deloitte as auditor.

• The board recommends voting for all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by November 13, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• The board consists of 12 members divided into three staggered classes, with a mix of independent and non-independent directors.

• Nomination rights for directors are governed by a Stockholders Agreement, with certain principal stockholders entitled to nominate directors based on ownership thresholds.

• The company qualifies as a "controlled company" under NYSE rules, allowing exemptions from some governance requirements.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Capital Allocation, each with defined responsibilities.

• The board combines the roles of Chairman and CEO, with an independent lead director presiding over executive sessions.