Michael Arthur
About Michael Arthur
Michael Arthur, 38, was appointed Chief Financial Officer of AirSculpt Technologies, effective January 5, 2026, pursuant to an employment agreement dated November 4, 2025 . He holds a B.S.B.A. and M.A. from UNC Kenan‑Flagler, is a licensed CPA (North Carolina, 2013–present) and a CFA charterholder (2017–present) . Company performance context ahead of his start: Q3 2025 revenue was $35.0 million and adjusted EBITDA was $3.0 million; FY2025 outlook was updated to ~$153 million in revenue and ~$16 million in adjusted EBITDA . In FY2024, the Board set an EBITDA target of $50.0 million and revenue target of $227.9 million; actual EBITDA and revenue were $20.7 million and $180.4 million, respectively, resulting in no annual bonuses for NEOs, underscoring pay‑for‑performance rigor .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Inspirato Incorporated | Chief Financial Officer | Oct 2024–Jan 2026 | Led public‑company finance organization through complexity and change . |
| Inspirato Incorporated | SVP Finance; VP FP&A & Treasury | Feb 2023–Sep 2024 | Built FP&A and treasury capabilities supporting growth trajectory . |
| CSC Generation | Vice President, Finance & Strategy | Jun 2022–Jan 2023 | Led finance/strategy at tech‑enabled retail platform . |
| VF Corporation | Senior Director, Corporate Strategy & Market Intelligence; Director, Corporate Strategy & Corporate Development | Jan 2020–May 2022 | Drove strategy and market intelligence at global apparel company . |
Fixed Compensation
| Component | Detail | Amount/Percent | Timing/Notes |
|---|---|---|---|
| Base Salary | Annual base | $400,000 | Effective upon commencement Jan 5, 2026 . |
| Target Annual Bonus | % of base | 50% | Eligible beginning FY2026; paid in cash if earned . |
| Sign‑on Cash Bonus | Cash | $100,000 | $50,000 at signing; remainder paid when annual bonuses are paid; subject to repayment if employment <12 months . |
| Annual Equity Eligibility | Target grant value | 100% of base | Starting with 2026 annual awards; Board may adjust in its sole discretion . |
Performance Compensation
| Instrument | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Sign‑on RSUs | Time‑based | 50% of $600k sign‑on equity ($300k) | N/A | N/A | Vests one‑third annually over 3 years from grant date . |
| Sign‑on PSUs | rTSR vs S&P Health Care Select Industry Index peers | 50% of $600k sign‑on equity ($300k) | 50th percentile rTSR = 100% payout | N/A | 3‑year performance period; linear interpolation between thresholds; 0–200% payout . |
PSU payout schedule:
| Performance Level | PSU TSR Percentile Rank vs. Index | PSUs Earned (% of Target) |
|---|---|---|
| Below Threshold | <30th percentile | 0% |
| Threshold | 30th percentile | 50% |
| Target | 50th percentile | 100% |
| Overachieve | 75th percentile | 150% |
| Exceptional | 100th percentile | 200% |
Notes:
- The number of RSUs/PSUs granted is determined by dividing $300,000 by the simple average closing price over the 10 trading days immediately prior to and including the grant date .
- Company’s FY2024 annual bonus framework for NEOs referenced EBITDA and revenue targets; bonuses were not earned due to underperformance, indicating discipline that will likely apply to future cash incentives .
Equity Ownership & Alignment
- Sign‑on equity award totals $600,000 split equally between RSUs ($300,000) and PSUs ($300,000); share counts are formula‑based off a 10‑day average price at grant .
- PSUs are market‑based and align pay with shareholder returns via rTSR, with straight‑line interpolation and 0–200% outcomes .
- No disclosure of options; company notes weighted‑average exercise price $0 due to RSUs/PSUs only as of FY2024, consistent with equity structure .
- No disclosure of pledging or hedging by Michael Arthur; non‑compete, non‑solicit, and confidentiality covenants apply .
Employment Terms
| Term | Provision | Details |
|---|---|---|
| Start Date | Commencement | January 5, 2026 (Effective Date) . |
| Agreement Date | Execution | November 4, 2025 . |
| Non‑Compete/Non‑Solicit | Restrictive covenants | Applies alongside confidentiality; duration scope not specified in 8‑K summary . |
| Benefits | Standard | Eligibility in company’s standard benefits program . |
| Severance (no CIC) | Termination without cause or resignation for good reason (>3 months pre‑CIC or >12 months post‑CIC) | 9 months base salary; 9 months COBRA employer contribution unless coverage ceases or new employer coverage begins . |
| Severance (CIC window) | Termination without cause or resignation for good reason (within 3 months pre‑CIC or within 12 months post‑CIC) | Lump sum = base salary + target bonus; 12 months COBRA employer contribution . |
| Equity (CIC) | RSUs | Full vesting acceleration for unvested RSUs outstanding at termination . |
| Equity (CIC) | PSUs | Convert to time‑based RSUs at greater of target or actual performance through CIC date; vest in full at end of performance period, or earlier upon qualifying termination within CIC window . |
| Clawbacks | Recovery policy | Subject to applicable laws, exchange listing rules, and company policy including Dodd‑Frank . |
Investment Implications
- Pay design skews toward market‑based alignment: 50% of sign‑on equity in PSUs with rTSR vs sector peers and linear payout from 0–200%, directly linking realized pay to shareholder returns .
- Retention protections are moderate ex‑CIC (9‑month salary and COBRA) and more robust in CIC with cash (base + target bonus) plus RSU acceleration and PSU conversion—creating continuity incentives while introducing potential CIC‑event leverage for equity value realization .
- Cash comp is conservative versus prior CFO terms: Arthur’s base salary $400k and target bonus 50% compare to Dennis Dean’s $500k base and 75% target bonus, signaling a leaner cash profile and heavier reliance on equity and performance outcomes .
- Company performance context suggests tight bonus gates: FY2024 bonuses were not paid given EBITDA/revenue underperformance, and FY2025 outlook was lowered; expect rigorous thresholds for FY2026 cash bonuses and heightened sensitivity to rTSR PSU outcomes as cost discipline and margin initiatives continue .
Overall, Arthur’s package emphasizes equity and rTSR-linked PSUs, aligning incentives with shareholder value creation while providing standard protections that balance retention and change‑of‑control risk .