Life Time Group updates board, adds independent director
Life Time Group Holdings, Inc. reported a change in its Board of Directors.
Rhea-AI Filing Summary
Life Time Group Holdings, Inc. reported a change in its Board of Directors. On May 20, 2026, Class I director Andres Small resigned from the Board, effective the same day.
On that date, the Board appointed Rachael Wagner as a Class III director, with a term expiring at the 2027 annual meeting of stockholders. The Board determined that she qualifies as an independent director under New York Stock Exchange listing standards. After these changes, the Board has 12 members, including 10 independent directors. Ms. Wagner will receive the company’s standard non-employee director compensation as previously described in its March 11, 2026 proxy statement.
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8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Key Figures
Resignation date: May 20, 2026
Appointment date: May 20, 2026
Board size: 12 members
+2 more
5 metrics
Resignation date
May 20, 2026
Effective date of Andres Small’s resignation as Class I director
Appointment date
May 20, 2026
Effective date of Rachael Wagner’s appointment to the Board
Board size
12 members
Total Life Time Group Holdings Board size after changes
Independent directors
10 independent directors
Number of directors meeting NYSE independence standards
Term expiry
2027 annual meeting
End of Rachael Wagner’s Class III director term
Key Terms
Class I director, Class III director, independent director, Nominating and Corporate Governance Committee
4 terms
Class I director financial
"On May 20, 2026, Andres Small, a Class I director, gave notice of his resignation"
A class I director is a member of a company’s board who belongs to one of several groups whose terms expire in a specified year under a staggered election system; each class is elected on a different cycle so only a portion of the board faces re-election each year. This matters to investors because it affects how quickly control of the board can change, the company’s continuity and oversight, and the ease of mounting or defending against takeover efforts—think of a team where only some players are replaced each season rather than the whole roster at once.
Class III director financial
"Ms. Wagner will serve as a Class III director with a term expiring"
A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.
independent director financial
"The Board determined that Ms. Wagner is an independent director under the New York Stock Exchange listing standards"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Nominating and Corporate Governance Committee financial
"upon recommendation of the Nominating and Corporate Governance Committee, appointed Rachael Wagner"
A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What board changes did Life Time Group Holdings (LTH) announce on May 20, 2026?
Life Time Group Holdings announced that Class I director Andres Small resigned from the Board effective May 20, 2026. The Board simultaneously appointed Rachael Wagner as a Class III director, maintaining overall board size while refreshing its composition with a new independent member.
Who is replacing Andres Small on Life Time Group Holdings (LTH)’s board?
Rachael Wagner was appointed to Life Time Group Holdings’ Board of Directors effective May 20, 2026. She will serve as a Class III director, with her term expiring at the company’s 2027 annual meeting of stockholders, according to the board’s current classified structure.
Is Rachael Wagner considered an independent director at Life Time Group Holdings (LTH)?
Yes, the Board determined that Rachael Wagner is an independent director under New York Stock Exchange listing standards. Her appointment contributes to the Board’s composition, which now includes ten independent directors out of twelve total members following the announced changes.
How large is the Life Time Group Holdings (LTH) board after these changes?
Following the resignation of Andres Small and appointment of Rachael Wagner, the Life Time Group Holdings Board consists of 12 members. Of these twelve directors, ten are classified as independent under New York Stock Exchange listing standards, reflecting a predominantly independent board structure.
What term will Rachael Wagner serve on the Life Time Group Holdings (LTH) board?
Rachael Wagner will serve as a Class III director on Life Time Group Holdings’ Board. Her term runs until the company’s annual meeting of stockholders in 2027, consistent with the Board’s structure of three staggered classes serving three-year terms.
How will Rachael Wagner be compensated as a director of Life Time Group Holdings (LTH)?
Rachael Wagner will receive the company’s standard non-employee director compensation. This package is described under “Director Compensation” in Life Time Group Holdings’ proxy statement filed with the Securities and Exchange Commission on March 11, 2026, and applies to non-employee board members.
AI-generated analysis. How Rhea-AI works. Not financial advice.
