Kenneth Higgins
About Kenneth Higgins
Independent director of AirSculpt Technologies (Class II), age 59, serving on the Board since October 2021. He is managing director and co‑founder of Northborne Partners, a middle‑market M&A advisory firm, and previously spent 4.5 years at BMO Capital Markets (2016–2021). He holds a BBA from the University of Michigan and a JD from Harvard Law School. Current governance roles: Chair, Nominating & Corporate Governance Committee; member, Audit Committee; member, Compensation Committee. He is deemed independent under Nasdaq listing standards and attended 100% of Board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BMO Capital Markets Corp. | Spent 4.5 years at the firm | 2016–2021 | Investment banking background enhances transaction and capital markets oversight |
External Roles
| Organization | Role | Tenure | Focus/Notes |
|---|---|---|---|
| Northborne Partners, LLC | Managing Director and Co‑Founder | Current | Middle‑market M&A advisory; brings finance and deal expertise to AIRS board work |
Board Governance
- Independence and structure: Board has 5 of 7 independent directors; audit and compensation committees are composed entirely of independent directors. Company is a “controlled company” but states it does not rely on the controlled‑company exemptions. Lead independent director in place. Regular executive sessions held.
- Committee assignments (Higgins):
- Audit Committee: Member (financial literacy required for all members; committee chaired by Thomas Aaron).
- Compensation Committee: Member (committee chaired by Caroline Chu; independent consultant Haigh & Co. engaged).
- Nominating & Corporate Governance Committee: Chair (committee members: Higgins and Daniel Sollof).
- Attendance and engagement: In 2024 the Board met 5x; Audit 4x; Compensation 5x; Nominating & Governance 4x; each director attended all Board and relevant committee meetings; all directors attended the 2024 annual meeting.
- Tenure/Class: Class II director with term expiring in fiscal 2026. Service since October 2021.
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard non‑employee director retainer per policy |
| Audit Committee – member fee | $10,000 | Member retainer per policy |
| Nominating & Gov. – chair fee | $15,000 | Chair retainer per policy |
| Compensation Committee – member fee | $7,500 | Member retainer per policy |
| Total cash fees earned (FY2024) | $107,500 | Reported for Higgins in director compensation table |
| FY2025 cash waiver | Waived | Higgins (with Aaron and Chu) voluntarily waived FY2025 director compensation |
Performance Compensation (Director Equity)
| Grant Type | Grant/Units | Grant Date/Period | Vesting/Terms | Reported Value |
|---|---|---|---|---|
| RSUs (annual director grant) | 26,087 RSUs | Fiscal 2024 program | Vest on May 7, 2025; directors may elect to defer settlement; time‑based only (no performance metrics) | $150,000 (grant date fair value) |
No performance metrics apply to director equity; awards are time‑based RSUs (no options). The company allows deferral elections for director RSUs.
Other Directorships & Interlocks
| Company/Organization | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Higgins in the proxy. |
| Vesey Street Capital (sponsor) context | — | — | Two directors (Adam Feinstein, Daniel Sollof) are affiliates of the sponsor owning ~50.06% of common stock; Higgins is deemed independent. |
Expertise & Qualifications
- Education: BBA, University of Michigan; JD, Harvard Law School.
- Technical/functional expertise: M&A and capital markets experience (Northborne Partners; BMO Capital Markets).
- Financial oversight: Audit Committee member; all audit members meet Nasdaq financial literacy requirements.
Equity Ownership
| Metric | Value |
|---|---|
| Common stock beneficially owned | 89,099 shares; less than 1% of outstanding |
| RSUs included in beneficial ownership | Includes 29,762 RSUs issued May 10, 2023, deferred; shares could be settled within 30 days upon resignation |
| RSUs outstanding (separate disclosure) | 26,087 RSUs outstanding as of Dec 31, 2024 (FY2024 director grant) |
| Hedging/pledging | Company policy prohibits pledging, hedging, and derivative transactions in company stock for directors/officers/employees |
Related-Party/Conflicts Snapshot
- No related‑party transactions involving Higgins are disclosed. The Audit Committee (of which Higgins is a member) reviews and approves related‑party transactions under a written policy.
- Governance control context: AIRS is a controlled company (sponsor ~50.06% ownership) but states it currently does not rely on controlled‑company exemptions; an amendment (July 30, 2024) allows the Board/committee to withhold recommendations for sponsor/Rollins designees if inconsistent with fiduciary duties.
Governance Assessment
- Positives: Independent director; chairs Nominating & Governance and serves on Audit and Compensation; 100% attendance in 2024; cash/equity mix skews to equity (approx. 58% equity of $257.5k total, aligning incentives); voluntary waiver of FY2025 director compensation signals alignment amid company context.
- Controls and policies: Robust insider policy banning hedging/pledging; related‑party transactions overseen by Audit Committee; independent compensation consultant engaged for executive pay.
- Structural risk context: Sponsor control (~50.06%) and presence of sponsor‑affiliated directors can concentrate influence, though the company states it does not utilize controlled‑company exemptions and adopted a 2024 amendment enabling fiduciary‑duty‑based discretion on director recommendations.
- No red flags specific to Higgins identified in the proxy: no disclosed related‑party ties, no late Section 16 filings cited for him, full meeting attendance.