Ben Coates, who had served as interim CEO of F45 Training from July 2022 to March 2023, and then had continued on the company’s board of directors, stepped down from the board on April 27, F45 Training, Austin, Texas, announced.
Coates’ departure was effective immediately and came one week after Adam Gilchrist left the board. Gilchrist co-founded F45 Training and served as CEO of the company until July 2022 when he stepped down from that role. Coates, who had been serving on the company’s board since July 2021, had replaced Gilchrist on an interim basis until Tom Dowd was named CEO on March 30. Coates continued as a director on the board until his departure on April 27.
As part of his separation agreement with F45, Coates will be eligible to receive payment of his base salary from April 1, 2023 through July 31, 2023, in the total amount of $500,000 paid in a lump sum. He also is eligible to vesting of the portion of his unvested monthly restricted stock unit award granted Aug. 18, 2022, that was scheduled to vest on March 31, 2023, as though Coates remained employed through such date. The agreement provides for a general release of claims in favor of the company and against Coates, subject to certain exceptions. It also includes customary cooperation, confidentiality and mutual non-disparagement provisions.
Coates, Gilchrist and three board members who left the board in February were all Australian. F45 Training was founded in Australia before Gilchrist brought it to the United States. None of the remaining board members appear to be from Australia, upon a review of the board of directors page on the company’s website.
Remaining board members are:
- Gene Davis founded PIRINATE Consulting, joined the board in November 2022 and became chairman in February 2023.
- James Feltman is senior managing director of Teneo, a management consulting company. He joined the board in April 2023.
- Lisa Gavales serves on several boards, including Jane.com, Bluestem Brands Inc. and The North Fork Environmental Council. She joined the board in February 2023.
- Elizabeth Josefsberg founded consulting firm GreaterThan Fitness Inc., which specializes in wellness program development based on behavior modification and online education. She joined the board in November 2021.
- Michael Raymond was appointed to the board in March 2019 by MWIG LLC, a special purpose private investment vehicle led by FOD Capital and Mark Wahlberg. He has served as manager of FOD Capital since December 2017.
- Steve Scheiwe is president of Ontrac Advisors, Inc., a management and business consulting firm. He joined the board in February 2023
- Mark Wahlberg is an actor, producer and entrepreneur. He was appointed to the board of directors in March 2019 by MWIG LLC, a special purpose private investment vehicle he leads with FOD Capital. In March 2023, he was named chief brand officer.
- Raphael Wallander is the owner, chairman, and CEO of Maxwell Bay Advisors LLC, a platform created for independent director services, restructuring and consulting. He joined the board in February 2023.
F45 went public in July 2021. Since April 20, its shares have been trading under $1. By comparison, the other publicly traded club companies are trading higher. On May 4, Planet Fitness’ shares opened at $73.50, Life Time’s shares opened at $19.16 and Xponential’s shares opened at $32.13.
On April 14, F45 received a notice from the NYSE that the company is not in compliance with NYSE rules because it had yet to file its Form 10-K for its fourth quarter 2022 and full-year 2022 financials with the Securities and Exchange Commission (SEC). As of May 2, it still has not filed the form, even as many other public companies are now filing their 10-K forms reporting their first quarter 2023 financials.