Business Context and Reporting Period
This Form 8-K Current Report was filed by Life Time Group Holdings, Inc. on August 29, 2022, regarding events occurring on August 26, 2022. The filing addresses significant changes in executive leadership, specifically the departure of the Chief Financial Officer and the appointment of a successor.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on executive compensation and personnel changes.
Material Changes
- Departure of CFO: Thomas E. Bergmann, President and CFO since February 2016, notified the company of his intention to retire on December 31, 2022. He relinquished the CFO title effective August 28, 2022, but will remain as President through year-end to assist with the transition.
- Appointment of New CFO: Robert Houghton was appointed Executive Vice President and Chief Financial Officer, effective August 28, 2022. Mr. Houghton previously served as Senior Vice President – Finance at United Natural Foods, Inc.
Compensation and Employment Terms
The Compensation Committee approved an employment agreement for Mr. Houghton with the following terms:
- Base Salary: $600,000 annually (pro-rated for 2022).
- Target Incentive: 66.67% of base salary (pro-rated for 2022).
- Sign-on Bonus: $150,000 cash.
- Long-Term Incentives (2022): In lieu of standard awards, Mr. Houghton received a grant of $375,000 in stock options and 6,944 restricted stock units. Both vest in four ratable annual installments, with the RSUs subject to a performance qualifier.
- Severance: Eligible for benefits consistent with other executive officers as outlined in the 2022 proxy statement.
Investor Verification Checklist
- Verify the transition timeline for Thomas E. Bergmann's retirement and Robert Houghton's integration as CFO.
- Review the full Employment Agreement (Exhibit 10.1) for specific vesting conditions and performance qualifiers on the restricted stock units.
- Confirm the impact of the leadership change on the company's strategic financial planning and investor relations.
- Check the 2022 proxy statement for details on the standard severance and benefit packages applicable to Mr. Houghton.