The squat machine of the present invention includes a base having opposite sides, a stationary foot plate fixed on the base, a pair of frames each pivotally mounted to respective sides of the base, and a back rest pivotally mounted to the frames so that the frames and back rests are moveable between an initial squat position and an extended position. The back rest is oriented at approximately a 45.degree.-60.degree. angle in the squat position and moves toward a substantially horizontal orientation in the extended position. In use, with proportional foot platement on the foot plate, the user's knees remain behind their toes throughout full range of motion through the hips during movement of the back rest so as to minimize risk of knee shear. The orientation of the back rest minimizes risk of spinal compression during use of the machine.