Caroline Chu
About Caroline Chu
Caroline Chu, age 44, has served on AirSculpt’s Board since October 2021 and is currently a Class III director whose term runs to the FY2027 annual meeting following her 2024 re‑election. She brings 16 years of public markets experience from Goldman Sachs (Equity Research, Principal Strategies, and GS Investment Partners PM/MD) and later served as Co‑Head of Equities and Managing Director at Alwyne Management LP; she holds dual B.S. degrees in Economics and Management Science from MIT. She is an independent director under Nasdaq rules and has attended all Board and committee meetings in each of 2023 and 2024, signaling strong engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs Group, Inc. | Investment Analyst (Equity Research); Public Equities Investor (Principal Strategies); Portfolio Manager & Managing Director (GS Investment Partners) | Jun 2002 – Feb 2018 | Senior public equities investing and research responsibilities |
| Alwyne Management LP | Co‑Head of Equities; Managing Director | May 2018 – Jan 2020 | Led equities; portfolio management leadership |
External Roles
- No other public company board memberships are disclosed for Ms. Chu in the proxy biography, which focuses on her Goldman Sachs and Alwyne roles .
Board Governance
- Independence: The Board determined Ms. Chu is independent under Nasdaq Rule 5605(a) .
- Committees and roles:
- Audit Committee: Member; committee chaired by Thomas Aaron; all members meet Nasdaq financial literacy standards .
- Compensation Committee: Chair; retains independent advisor Haigh & Co. and reviews executive pay policies and equity plans .
- Nominating & Corporate Governance Committee: Members are Kenneth Higgins (Chair) and Daniel Sollof; Ms. Chu is not listed as a member .
- Attendance: The Board met 5x in FY2024; audit 4x; compensation 5x; nominating 4x. Each director attended all Board and committee meetings on which they served in FY2024; all directors attended the 2024 annual meeting . In FY2023, each director attended all Board and committee meetings; all directors attended the 2023 annual meeting .
- Lead Independent Director: Adam Feinstein coordinates independent director activities and executive sessions; responsibilities include agendas, executive session moderation, and stockholder liaison .
- Executive sessions: Independent directors meet in executive session at least twice per year per guidelines .
- Controlled company status and practice: AIRS qualifies as a “controlled company” under Nasdaq but states it does not rely on controlled company exemptions; Audit and Compensation Committees are composed entirely of unaffiliated independent directors .
- Related‑party transaction oversight: Audit Committee pre‑approves and reviews related‑party transactions per charter .
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $100,000 | $100,000 |
| Stock Awards ($) | $156,251 | $150,000 |
| Annual Director RSU Grant (units) | 29,762 RSUs (granted; vests by earlier of 1st anniversary or day before next AGM) | 26,087 RSUs (grant vests May 7, 2025) |
| Policy Breakdown (for cash) | Base retainer $75,000; Audit member $10,000; Compensation chair $15,000 (total $100,000) |
- Note: Ms. Chu voluntarily waived director compensation for Fiscal 2025, alongside Messrs. Aaron and Higgins .
Performance Compensation
- Directors are compensated in RSUs; the proxy does not disclose performance‑linked equity (PSUs) or options for directors (policy references RSU grants and deferral elections only) .
| Equity Metric | FY2023 | FY2024 |
|---|---|---|
| Grant Type | RSUs only (no director PSUs/options disclosed) | RSUs only (no director PSUs/options disclosed) |
| Grant Units | 29,762 | 26,087 |
| Vesting | Vests by earlier of 1‑yr anniversary or day prior to next AGM (May 7, 2024) | Vests May 7, 2025 |
| Fair Value at Grant ($) | $156,251 | $150,000 |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Note |
|---|---|---|
| — | — | No other public company directorships disclosed for Ms. Chu in the proxy |
- Board‑level sponsor influence: Two sponsor‑affiliated directors (Feinstein, Sollof) serve on the Board; despite independence determinations, sponsor affiliates own ~50% and have nomination rights under the Stockholders Agreement (amended July 30, 2024 to permit fiduciary‑based non‑recommendation of sponsor/Rollins nominees) .
Expertise & Qualifications
- Public markets and portfolio management background (Goldman Sachs Principal Strategies; GS Investment Partners PM/MD; Alwyne MD) .
- Audit Committee financial literacy as required by Nasdaq (committee‑level determination) .
- MIT dual B.S. in Economics and Management Science .
Equity Ownership
| Ownership Metric | As of Mar 18, 2024 | As of Mar 10, 2025 |
|---|---|---|
| Beneficial Shares | 92,099 | 92,099 |
| Ownership % of Outstanding | <1% (asterisk in table) | <1% (asterisk in table) |
| RSUs Outstanding at FY‑End | 29,762 (FY2023) | 26,087 (FY2024) |
| Shares Outstanding (context) | 57,537,393 | 58,570,880 |
- Hedging/pledging: Company insider trading policy prohibits hedging, derivative transactions, and pledging of company shares, reinforcing alignment .
Governance Assessment
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Strengths:
- Independent director; Compensation Committee Chair and Audit Committee member—direct oversight of executive pay, risk, and related‑party transactions .
- Full attendance in FY2023 and FY2024 across Board and relevant committees; attended annual meetings—high engagement .
- Use of an independent compensation consultant (Haigh & Co.) solely for exec/director comp matters—reduces advisor conflicts risk .
- Voluntary waiver of director compensation for FY2025 indicates sensitivity to shareholder optics and alignment .
-
Risks/Red Flags to monitor:
- Controlled company dynamics and Stockholders Agreement nomination rights for sponsor and Dr. Rollins can concentrate influence; though AIRS states it does not rely on Nasdaq controlled company exemptions and amended the agreement (July 30, 2024) to permit fiduciary‑based non‑recommendation of sponsor/Rollins nominees .
- Sponsor Limited Guarantee tied to potential share issuance (subordinated note or equity upon call) introduces related‑party capital structure considerations—oversight should remain with the Audit Committee .
- Ongoing related‑party MSAs with entities owned by Dr. Rollins (and one owned by his father) require continued robust Audit Committee review; policy exists to review/approve such transactions .
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Investor confidence implications: Ms. Chu’s independent status, committee leadership, full attendance, and RSU‑only director pay (no options/PSUs) support governance quality; controlled‑company and sponsor arrangements elevate governance scrutiny, but stated practices (independent committees, non‑reliance on exemptions, and 2024 amendment) partially mitigate these concerns .