Dennis Dean
About Dennis Dean
Dennis Dean, age 52, has served as AirSculpt’s Chief Financial Officer since June 1, 2021 and was Interim Chief Executive Officer from August 8, 2024 to January 7, 2025; he is a CPA with a B.S. in Accounting and an MAcc from Western Kentucky University . His background spans over 20 years in multi-site healthcare services, including senior finance and operations roles at Envision Healthcare and Surgery Partners; he announced his intention to retire later in 2025 while assisting with the CFO transition . Company performance context during his tenure: Fiscal 2023 revenue $195.9 million and EBITDA $43.2 million; Fiscal 2024 revenue $180.4 million and EBITDA $20.7 million, which drove a zero annual bonus outcome for executives in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Envision Healthcare | Senior Vice President, Finance & Operations | 2019–2020 | Senior finance and operations leadership in multi-site healthcare services |
| Surgery Partners / Symbion | Chief Accounting Officer & Corporate Controller | 2008–2018 | Part of the team that took Surgery Partners public in 2015 |
| Resource Partners, LLC | Co-founder | Prior to 2008 | Healthcare-focused financial consulting; pre-Symbion experience |
| Deloitte | Began career | Early career | Foundation in audit/accounting |
External Roles
No external public company directorships or committee roles were disclosed in the proxies or 8-Ks reviewed .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base salary ($) | 500,000 | 500,000 |
| Target bonus (% of base) | 75% | 75% |
| Special cash bonus ($) | 37,500 (paid in Q1’24 for 2023 facility openings) | — (none beyond the Q1’24 special bonus already reported) |
| All other compensation ($) | 7,884 | 9,532 |
| Total fixed (salary + special + other) ($) | 545,384 | 509,532 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting/terms |
|---|---|---|---|---|---|---|
| Annual cash bonus (FY 2023) | EBITDA and revenue; bonuses paid solely on revenue metric | Not disclosed | EBITDA $49.3m; Revenue $192.6m | EBITDA $43.2m; Revenue $195.9m | $236,250 for Dennis Dean | Annual cash, paid lump sum |
| Annual cash bonus (FY 2024) | EBITDA (committee set revenue budget also) | Not disclosed | EBITDA $50.0m; Revenue $227.9m | EBITDA $20.7m; Revenue $180.4m | $0 (no bonus earned) | Annual cash, paid lump sum if earned |
| Annual PSUs (FY 2024 grant) | Relative TSR vs specified peer group | 50% of annual equity mix | 0%–200% of target units | Performance period in progress | Not yet determined | 3-year performance period; rTSR; change-in-control deemed target then time-based |
| Annual RSUs (FY 2024 grant) | Time-based | 50% of annual equity mix | One-third annually | Continued service | N/A (time-based) | Vests 1/3 annually over 3 years |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 542,043 shares (includes 14,077 RSUs vesting within 60 days) |
| Ownership as % of shares outstanding | <1% (58,570,880 shares outstanding as of March 10, 2025) |
| RSUs vesting within 60 days | 14,077 shares |
| Options (exercisable/unexercisable) | None; company reports no outstanding options in plan |
| Pledging/hedging | Prohibited by Insider Trading Policy (no margin accounts, no pledging, no hedging/derivatives) |
| Stock ownership guidelines (executives) | Not disclosed in reviewed materials |
Outstanding Equity Awards and Vesting (as of 12/31/2024)
| Grant date | Award type | Unvested units (#) | Market value ($) | Vesting terms |
|---|---|---|---|---|
| 2/25/2022 | RSUs | 6,132 | 31,825 (at $5.19/share) | 1/3 annually over 3 years |
| 3/14/2023 | RSUs | 28,153 | 146,114 | 1/3 annually over 3 years |
| 3/14/2023 | PSUs (rTSR) | 42,230 | 219,174 | rTSR; 0–200%; 3-year performance period |
| 2/20/2024 | RSUs | 38,897 | 201,875 | 1/3 annually over 3 years |
| 2/20/2024 | PSUs (rTSR) | 38,897 | 201,875 | rTSR; 0–200%; 3-year performance period |
| IPO Awards (2021) | RSUs/PSUs | — | — | All unvested/unearned IPO awards forfeited/cancelled by 12/31/2024 |
Employment Terms
| Term | Details |
|---|---|
| Employment agreement | Amended & Restated Employment Agreement effective upon IPO; applies to all disclosed compensation |
| Base salary | $500,000; reviewed annually, cannot be decreased without consent |
| Target annual bonus | 75% of base salary; earned based on Board-set performance targets |
| Annual equity participation | Eligible under 2021 Plan; annual RSU/PSU grants per Board approval |
| Severance/equity on termination (non-CIC) | RSUs that would vest in 12 months post-termination vest; PSUs remain outstanding and eligible to vest pro rata based on days employed, subject to performance |
| Change-in-control equity treatment | PSUs convert to time-based RSUs at target and vest at end of performance period; full acceleration upon qualifying termination in the CIC window |
| Non-compete/other covenants | Not specifically disclosed for Mr. Dean in reviewed filings |
| Clawback provisions | Not specifically disclosed for Mr. Dean in reviewed filings |
| Insider policy (alignment) | Prohibits pledging, hedging, margin; bans derivative trading |
Performance & Track Record
- Interim CEO appointment and service: Appointed Interim CEO on August 8, 2024; returned to CFO role when new CEO took office on January 7, 2025 .
- FY 2023: Bonus paid based solely on revenue metric as revenue exceeded target ($195.9m vs $192.6m); EBITDA below target ($43.2m vs $49.3m) . Dennis Dean’s total comp was $1,326,401; annual bonus was $236,250 .
- FY 2024: No annual bonus paid as EBITDA ($20.7m) and revenue ($180.4m) fell short of budget; special supplemental bonus of $37,500 had been paid in Q1’24 based on 2023 new facility performance .
- Section 16(a) compliance note: Company disclosed three late Form 4s for compensatory RSU grants on Feb 20, 2024, including Dennis Dean .
- 2025 transition: CEO stated Dean plans to retire later in 2025 and a CFO search is underway .
Equity Ownership & Alignment Commentary
- Ownership is <1% of shares outstanding, aligning less with founder-level stakes but supplemented by ongoing RSU/PSU grants; no options are outstanding company-wide, reducing risk of option repricing .
- Insider policy eliminates pledging/hedging, supporting alignment with long-term shareholder outcomes .
- RSU vesting cadence (annual tranches) implies periodic supply from vesting; PSUs are market-based (rTSR) with 0–200% range, further linking upside to relative shareholder returns .
Employment & Contracts Summary
- Cash severance multiples are not disclosed in the proxy; equity treatment is pro-rata for PSUs and limited RSU acceleration, with CIC conversion at target for PSUs and post-CIC acceleration on qualifying termination .
- No tax gross-ups, deferred compensation elections, SERP/Pension benefits, or perquisites beyond standard benefits are disclosed for executives; company generally does not provide perquisites .
Investment Implications
- Pay-for-performance signal: A zero 2024 bonus tied to underperformance (EBITDA and revenue below budget) indicates compensation discipline; 2023 bonuses were paid based on revenue outperformance despite EBITDA shortfall .
- Equity mix and metrics: 50/50 RSU/PSU grants with PSUs tied to rTSR align long-term incentives with shareholder returns; CIC provisions convert PSUs to time-based at target, which is standard but can reduce performance risk in a sale scenario .
- Retention and transition risk: Announced CFO retirement and interim CEO period suggest upcoming leadership transition; monitor 8-Ks for CFO appointment and any revisions to compensation or severance terms .
- Selling pressure: RSU vesting schedules create predictable share issuance; insider pledging and hedging are prohibited, mitigating leverage-related selling risks .