Document

DEF 14A 1 airsculpt2023proxydef14a.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

___________________________________

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to §240.14a-12

AirSculpt Technologies, Inc.

_________________________________________________________________________________________________

(Name of Registrant as Specified in its Charter)

_________________________________________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

Dear Stockholders:

You are cordially invited to attend our Annual Meeting on May 7, 2024 at 8:30 AM Eastern Time. This year’s Annual Meeting will be held virtually at https://meetnow.global/MHGN2ZD. There is no physical location for the Annual Meeting. We are excited to embrace the latest technology to provide expanded access, improved communication and cost savings for our stockholders and the Company. We believe that hosting a virtual meeting will enable greater stockholder attendance and participation from any location around the world.

On or about March 27, 2024, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy materials, including the accompanying Proxy Statement and our 2023 Annual Report on Form 10-K. The Notice also provides instructions on how to vote online and includes instructions on how to receive a paper copy of the proxy materials by mail. If you received a Notice by mail, you will not receive printed and mailed proxy materials unless you specifically request them.

The Proxy Statement accompanying this letter describes the business we will consider at the Annual Meeting. Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares promptly by mail, telephone or Internet as instructed on the enclosed proxy card or voting instruction card. Proxies forwarded by or for brokers or fiduciaries should be returned as requested by them.

We hope that you will be able to join us virtually on May 7, 2024.


			Sincerely,

			/s/ Todd Magazine

			Todd Magazine
			Chief Executive Officer, President and Director

AirSculpt Technologies, Inc.

1111 Lincoln Road, Suite 802

Miami Beach, FL 33139

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholders:

The Annual Meeting will be held in a virtual meeting format on May 7, 2024 at 8:30 AM Eastern Time for the following purposes:

1.Election of the two Class III director nominees named in the Proxy Statement to serve for a term of three years;

2.Ratification of the appointment of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and

3.Transacting such other business as may properly come before the meeting or any adjournment thereof.

Each Proposal is discussed in greater detail in the enclosed Proxy Statement.

The Board has fixed the close of business on March 18, 2024, as the record date (the "Record Date") for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or any adjournments thereof. If you would like an opportunity to view the stockholder list, it will be available 10 calendar days in advance of the Annual Meeting. Please contact investors@elitebodysculpture.com to make accommodations to view the list. The list will also be available for inspection on the date of the meeting on the virtual platform for the Annual Meeting.

This year’s Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted solely online via live webcast. There is no physical location for the Annual Meeting. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions during the meeting by visiting https://meetnow.global/MHGN2ZD at the date and time described in the accompanying Proxy Statement. To participate in the Annual Meeting, you will need to log on using the control number from your proxy card or Notice. The control number can be found in the shaded box. On or about March 27, 2024, we will mail to our stockholders the Notice containing instructions on how to access our proxy materials.

If you hold your shares through our transfer agent, Computershare Trust Company, N.A. (“Computershare”), you do not need to register to attend the Annual Meeting. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting. To register to attend the Annual Meeting, you must submit proof of your proxy power (legal proxy) reflecting your AirSculpt holdings along with your name and email address to Computershare. You may forward an email from your broker or attach an image of your legal proxy to legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 PM Eastern Time, on May 2, 2024. You will receive a confirmation of your registration by email after we receive your registration materials.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote. You may vote by proxy over the Internet, by telephone, or by mail by following the instructions on the proxy card. Voting by proxy will ensure your representation at the Annual Meeting regardless of whether you attend.

We look forward to seeing you virtually this May. Thank you for your ongoing support of and interest in the Company.


			By Order of the Board of Directors,

			/s/ Todd Magazine

			Todd Magazine
			Chief Executive Officer, President and Director

March 27, 2024

Important notice regarding the Internet availability of proxy materials for the Annual Meeting to be held on May 7, 2024. Stockholders may access, view and download the Proxy Statement and the 2023 Annual Report on Form 10-K at www.edocumentview.com/AIRS.

TABLE OF CONTENTS


Introduction			1
Information About the Annual Meeting and Voting			2
Proposal No. 1: Election of Directors			6
Board of Directors			6
Class I—Directors with Terms Expiring in Fiscal 2025			6
Class II—Directors with Terms Expiring in Fiscal 202 6			7
Class III—Directors with Terms Expiring in Fiscal 2024			8
Corporate Governance			8
Proposal No. 2: Ratification of Independent Registered Public Accounting Firm			14
Executive Compensation			15
Executive Officers			21
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			22
Certain Relationships and Related Party Transactions			24
Audit Committee Report			26
Additional Information			27


✓	Accountability. Our common stock outstanding on the Record Date is entitled to one vote per matter presented to stockholders	✓	Annual Board and Committee Self-Evaluations

✓	We meet Nasdaq’s definition of a controlled company, but we do not take advantage of the controlled company exemptions	✓	Annual Named Executive Officer Performance Evaluation by the Compensation Committee of the Board

✓	Six of the eight members of our Board are “independent” under Nasdaq’s definition of independence	✓	“Pay for Performance” Philosophy Drives Executive Compensation

✓	Our Audit, Compensation, and Nominating & Corporate Governance Committees are each composed entirely of unaffiliated independent directors	✓	Audit Committee Approval Required for Related Party Transactions

✓	Regular Board and Committee Executive Sessions of Independent Directors	✓	No “Poison Pill” (Stockholder Rights Plan)

✓	Lead Independent Director	✓	Commitment to Diversity, Equity and Inclusion

✓	Independent Executive Compensation Consultant	✓	Commitment to Environmental, Social and Governance Leadership

✓	Risk Oversight by the Board and the Audit Committee	✓	Established Whistleblower Policy


	Fiscal year ended December 31,
	2023		2022
Audit fees(1)	$	441,176	$	405,326
Audit-related fees	—		—
Tax fees(2)	31,610		119,480
All other fees	—		—
Total fees	$	472,786	$	524,806


(1)			“Audit fees” include fees for professional services rendered for the audit of our consolidated financial statements, reviews of the interim consolidated financial statements included in quarterly reports and services that are normally provided by Grant Thornton in connection with the financial statement audit.

(2)			“Tax fees” include fees for tax compliance and advice.


Name and Principal Position	Year	Salary ($)	Stock Awards ($)(1)	Special Cash Bonus ($)(2)	Non-Equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)(4)	Total ($)
Dr. Aaron Rollins	2023	875,000	1,906,685	87,500	551,250	215,634	3,636,069
Chairman of the Board	2022	875,000	2,276,023	—	340,375	200,668	3,692,066
Todd Magazine	2023	631,346	4,131,960	65,800	414,540	447,227	5,690,873
Chief Executive Officer	2022	—	—	—	—	—	—
Dennis Dean	2023	500,000	544,767	37,500	236,250	7,884	1,326,401
Chief Financial Officer	2022	500,000	650,298	—	145,875	22,402	1,318,575


		Stock Awards
Name	Grant Date	Number of Shares or Units That Have Not Yet Vested (#)(1)	Market Value of Shares or Units That Have Not Yet Vested ($)(2)	Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested (#)(3)	Equity Incentive Plan Awards: Market Value of Unearned Shares or Units That Have Not Vested ($)(2)
Dr. Aaron Rollins	11/4/2021	324,569	2,431,022	—	—
Executive Chairman	11/4/2021	—	—	811,420	6,077,536
	2/25/2022	42,924	321,501	—	—
	2/25/2022	—	—	64,385	482,244
	3/14/2023	147,805	1,107,059	—	—
	3/14/2023	—	—	147,805	1,107,059
Todd Magazine	1/31/2023	183,487	1,374,318	—	—
Chief Executive Officer	1/31/2023	—	—	101,937	763,508
	3/14/2023	118,244	885,648	—	—
	3/14/2023	—	—	75,075	562,312
	3/14/2023	—	—	118,244	885,648
Dennis Dean	11/4/2021	162,285	1,215,515	—	—
Chief Financial Officer	11/4/2021	—	—	405,710	3,038,768
	2/25/2022	12,264	91,857	—	—
	2/25/2022	—	—	18,396	137,786
	3/14/2023	42,230	316,303	—	—
	3/14/2023	—	—	42,230	316,303


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	All Other Compensation ($)	Total ($)
Thomas Aaron	102,500	156,251	1,046	259,797
Caroline Chu	100,000	156,251	1,792	258,043
Kenneth Higgins	107,500	156,251	1,853	265,604
Pamela Netzky	82,500	156,251	—	238,751


	Common Stock beneficially owned
Name and address of beneficial owner	Number	Percentage
5% stockholders:
Dr. Aaron Rollins	14,387,477	25.01	%
Entities affiliated with Vesey Street Capital Partners, L.L.C.(1) (2)	29,324,180	50.97	%
Thrivent Financial for Lutherans(3)	5,169,819	8.99	%
SW Investment Management LLC(4)	4,072,846	7.08	%
Directors and named executive officers:
Dennis Dean	401,190	*
Dr. Aaron Rollins	14,387,477	25.01	%
Todd Magazine	60,271	*
Adam Feinstein(1)(2)	29,324,180	50.97	%
Daniel Sollof	—	—
Caroline Chu(5)	92,099	*
Thomas Aaron	50,337	*
Kenneth Higgins	59,337	*
Pamela Netzky	32,337	*
All executive officers and directors as a group (9 persons)	44,407,228	78.30	%


*			Represents less than 1%.
(1)			Consists of 13,575,862 shares of common stock held directly by VSCP EBS Aggregator, L.P., a Delaware limited partnership (“VSCP EBS”), 4,374,714 shares of common stock held directly by Vesey Street Capital Partners Healthcare Fund-A, L.P., a Delaware limited partnership (“VSCP Health Fund A”), and 11,373,604 shares of common stock held directly by EBS Aggregator Blocker Holdings, LLC, a Delaware limited liability company (“Aggregator Blocker Holdings”). Mr. Feinstein serves as managing partner of Vesey Street Capital Partners, L.L.C., a Delaware limited liability company (“VSCP Fund”), which is the general partner of Vesey Street Capital Partners Healthcare GP, L.P., a Delaware limited partnership, which serves as the general partner of VSCP EBS and VSCP Health Fund A. and the manager of Aggregator Blocker Holdings. The address for Mr. Feinstein, VSCP EBS, VSCP Health GP, Aggregator Blocker Holdings and VSCP Fund is c/o Adam Feinstein, 428 Greenwich Street, New York, NY 10013.
(2)			Shares voting power and investment power of the 11,373,604 shares of common stock with investors in EBS Aggregator Blocker Holdings, LLC.
(3)			Thrivent Financial for Lutherans is located at 901 Marquette Avenue, Suite 2500, Minneapolis, MN 55402.
(4)			SW Investment Management LLC is located at 737 N. Michigan Avenue, Suite 1540, Chicago, IL 60611.
(5)			Includes 29,762 shares of common stock issuable within 60 days of March 18, 2024 pursuant to restricted stock units.


Name	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights(2)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders(1)	3,912,902	$0	2,256,566
Equity compensation plans not approved by security holders	—	—	—
Total	3,912,902	$0	2,256,566


(1)			Total reflects outstanding stock options, RSUs and PSUs granted pursuant to our 2021 Equity Incentive Plan as of December 31, 2023. The number of shares of common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each year, beginning on January 1, 2023, and continuing through and including January 1, 2031, by four percent (4%) of the aggregate number of shares of common stock issued and outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by our Board prior to the applicable January 1.
(2)			The weighted-average exercise price of outstanding options, warrants and rights is $0 because there are no outstanding options and the outstanding RSUs and PSUs have no exercise price.


			Respectfully submitted,

			THE AUDIT COMMITTEE
			Thomas Aaron
			Caroline Chu
			Kenneth Higgins

SEC Form DEF 14A filed by AirSculpt Technologies Inc.