Scott Glassman
About Scott Glassman
Scott Glassman, 47, is Chief Financial Officer, Principal Accounting Officer, and Secretary of Air Industries Group (AIRI). He was appointed CFO on October 16, 2023, has been with AIRI since March 2019 (previously Chief Accounting Officer), and earlier served in senior finance roles at the company from 2007–2015. He holds a B.S. in Accounting from SUNY Albany and is a CPA licensed in New York since 2002 . During his tenure in finance leadership, AIRI reported 2024 net sales of $55.1M (+7% y/y), adjusted EBITDA of $3.641M (+35% y/y), and a net loss of $1.366M; the Pay vs Performance table shows a TSR value of $44.73 (value of a $100 investment baseline at YE 2021) at YE 2024 .
Past Roles
| Organization | Role | Years | Strategic impact / notes |
|---|---|---|---|
| Air Industries Group | Chief Financial Officer; Principal Accounting Officer; Secretary | Appointed Oct 16, 2023 – Present | Finance leadership; repeatedly emphasized margin improvement, operating expense control, and covenant compliance on earnings calls |
| Air Industries Group | Chief Accounting Officer | 2019 – 2023 | Led financial reporting and accounting; continuity of finance leadership |
| Air Industries Group | Senior finance roles | 2007 – 2015 | Senior positions in Finance Department |
| Private distributor of commercial equipment (privately held) | Controller | 2015 – 2018 | Controller responsibilities at private company |
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 224,231 | — | — | 595,594 |
| 2023 | 224,231 | — | — | 237,563 |
Performance Compensation
Equity Awards (RSUs)
| Name | Grant date | Instrument | Shares/Units (#) | Grant-date fair value ($) | Vesting schedule |
|---|---|---|---|---|---|
| Scott Glassman | 2024-08-26 | RSUs | 61,281 | 371,363 | One-third vested on 2025-04-01; remaining two equal annual installments commencing 2026-04-01 |
Committee design: The Compensation Committee awards a mix of fixed and performance-based or discretionary bonuses with performance-based compensation focused on profits rather than revenue growth; detailed annual plan weightings/targets were not disclosed. The Committee believes 2025 amounts for Melluzzo, Glassman, and Recca are appropriate in light of 2024 performance .
Stock Options – Outstanding (12/31/2024)
| Grant/line | Exercisable (#) | Unexercisable (#) | Exercise price ($) | Expiration |
|---|---|---|---|---|
| Option (5/31/2028) | 1,667 | 3,333 | 3.50 | 2028-05-31 |
| Option (6/30/2028) | 4,100 | — | 3.43 | 2028-06-30 |
| Option (3/31/2027) | 3,000 | — | 8.40 | 2027-03-31 |
| Option (7/31/2026) | 2,000 | — | 12.20 | 2026-07-31 |
| Option (3/31/2026) | 2,250 | — | 13.90 | 2026-03-31 |
| Option (3/21/2025) | 2,000 | — | 10.30 | 2025-03-21 |
Annual Incentive Plan – Metrics and Payouts
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Profit-focused performance (not revenue) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Committee states focus on profits; no 2024 non-equity incentive paid to Glassman was disclosed |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 28,332 shares; includes 16,350 options exercisable within 60 days; <1% of outstanding (3,764,237 shares outstanding as of 4/30/2025) |
| Unvested RSUs at 12/31/2024 | 61,281 units; year-end market value $249,414 (at $4.07 close on 12/31/2024) |
| Vested vs unvested | Options: 16,350 exercisable within 60 days; RSUs: 1/3 vested 4/1/2025; 2/3 remaining in equal annual installments starting 4/1/2026 |
| Ownership guidelines | Not disclosed in proxy |
| Hedging/pledging | No disclosure found in proxy; search returned no results |
| Alignment notes | 2024 introduced sizable time-based RSUs with a 3-year schedule, creating near- and medium-term vesting events (April 2025–2027) |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment status | At-will; no fixed-term employment agreements; terminable at any time without any severance other than that payable to employees generally |
| Start in current role | Appointed CFO on 2023-10-16 |
| Severance / CIC benefits | None disclosed for executives; the company states no executive employment agreements and no severance beyond employee-wide policies |
| Non-compete / non-solicit / garden leave | Not disclosed |
| Clawback policy | Not disclosed in proxy |
Say‑on‑Pay and Shareholder Feedback
| Proposal (2025 AGM) | Votes For | Votes Against | Abstain | Broker non‑votes |
|---|---|---|---|---|
| Advisory approval of NEO compensation (Say‑on‑Pay) | 1,462,865 | 125,658 | 26,820 | 749,658 |
Performance & Track Record Indicators
| Period/Topic | Metrics and commentary |
|---|---|
| FY 2024 results (as reported by CFO) | Net sales $55.1M (+7% y/y); gross margin 16.2% (+170 bps y/y); adjusted EBITDA $3.641M (+35% y/y); net loss $(1.366)M; noted $315k increase in stock comp expense within OpEx; remained covenant‑compliant |
| Q1 2025 trends | Gross margin 16.8% (+320 bps y/y) on lower sales; OpEx increase driven 67% by stock comp (+$412k); adjusted EBITDA $576k (+~60% y/y); debt reduced by ~$1.6M q/q; covenant compliance maintained |
| 2024 intra‑year improvements | Q2 2024 net income $298k vs losses prior; margin and OpEx discipline highlighted; covenant compliance reported |
| TSR context | Pay‑versus‑performance table shows value of $100 investment at $44.73 by YE 2024; net income negative across 2022–2024 |
Compensation Structure Analysis
- Shift toward time-based RSUs: In 2024, Glassman received 61,281 RSUs ($371,363 grant-date fair value) with a three-year vesting schedule; in 2023 his equity line item was options ($13,332), indicating a pivot from options to RSUs and a higher equity mix year-over-year .
- Non-cash stock comp rising: CFO highlighted that 2024 OpEx increase included ~$315k of stock comp; in Q1 2025, stock comp accounted for 67% of OpEx increase (+$412k), consistent with larger equity awards that may suppress near-term GAAP profitability but strengthen retention .
- Pay-for-performance mechanics: Committee states performance-based elements focus on profits rather than revenue growth, but specific annual plan weightings/targets were not disclosed; 2024 shows no non-equity incentive payout for Glassman .
Investment Implications
- Alignment and retention: A three-year RSU schedule with tranches vesting April 2025–2027 supports retention; unvested RSU value at YE 2024 was ~$249k, creating known vesting events that could modestly increase selling liquidity around vest dates, subject to trading policies .
- Ownership and influence: Glassman’s direct economic exposure is modest (<1% beneficial ownership; 28,332 shares including 16,350 options exercisable within 60 days), but equity awards increase his at‑risk compensation tied to AIRI’s share price .
- Risk posture: Executives are at‑will with no bespoke severance/CIC protection, limiting potential “golden parachute” leakage but potentially increasing retention risk in downcycles or under strategic change; no hedging/pledging or clawback disclosures were found in the proxy .
- Execution signals: Under Glassman’s finance leadership, AIRI reported y/y improvements in revenue, gross margin, adjusted EBITDA, and covenant compliance in 2024 and improved Q1 2025 gross margin despite lower sales, pointing to ongoing operational discipline; however, TSR since YE 2021 and net income remain negative, underscoring continued execution risk and the importance of sustaining margin expansion .