Thomas Aaron
About Thomas Aaron
Thomas Aaron (age 63) has served as an independent director of AirSculpt Technologies since October 2021 and is the Audit Committee Chair; he also serves on the Compensation Committee and is designated by the Board as an “audit committee financial expert.” He is a CPA with a B.S. in Accounting from the University of Kentucky, and formerly EVP & CFO of Community Health Systems (2017–2019) following a 32‑year career at Deloitte leading audit and consulting services for national healthcare organizations. He served on the board of Cincinnati Financial Corporation (Nasdaq: CINF) from November 2019 to November 2024, including service on CINF’s audit and compensation committees in 2023–2024. He attended all Board and committee meetings on which he served in FY2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community Health Systems (CYH) | EVP & CFO; SVP Finance | EVP & CFO: May 2017–Dec 2019; SVP Finance: 2016–2017 | Senior finance leadership overseeing large health system; credibility in healthcare financial oversight |
| Deloitte | Audit/Consulting leader | 32‑year career prior to CYH | Led audit and consulting for national healthcare organizations; deep technical accounting expertise |
External Roles
| Organization | Role | Tenure | Committees/Responsibilities |
|---|---|---|---|
| Cincinnati Financial Corporation (CINF) | Director | Nov 2019–Nov 2024 | Audit Committee; Compensation Committee (service during 2023–2024); also served on boards of CINF property casualty insurance companies and subsidiaries |
Board Governance
- Independence: Board determined Thomas Aaron is “independent” under Nasdaq Rule 5605; he is not affiliated with the controlling Sponsor.
- Committees: Audit Committee Chair (members: Aaron, Chu, Higgins); Compensation Committee member (Chair: Chu; members: Aaron, Higgins).
- Audit committee financial expert: Board designated Thomas Aaron as the audit committee financial expert (Item 407(d) of Regulation S‑K).
- Attendance: In FY2024, the Board met 5 times; Audit 4; Compensation 5; Nominating & Corporate Governance 4. Each director attended all Board and committee meetings on which they served; all directors attended the 2024 annual meeting.
- Lead Independent Director: Adam Feinstein serves as Lead Independent Director, coordinating independent director activities and executive sessions.
- Controlled company context: AIRS is a “controlled company” under Nasdaq due to Sponsor ownership (50.06%), but states it does not rely on controlled company exemptions; may utilize them in the future.
- Insider trading/hedging/pledging: Company policy prohibits pledging of Company securities, hedging/monetization transactions, and trading in derivatives related to Company stock by directors and related persons.
Fixed Compensation
| Component | FY2023 ($) | FY2024 ($) | Notes |
|---|---|---|---|
| Annual Cash Retainer | $75,000 | $75,000 | Non‑employee director retainer |
| Audit Chair Fee | $20,000 | $20,000 | Audit Committee chair additional cash retainer |
| Compensation Committee Member Fee | $7,500 | $7,500 | Committee member additional cash retainer |
| Total Cash Fees Earned | $102,500 | $102,500 | Summation of cash components |
| Annual RSU Grant (Grant Date Fair Value) | $156,251 | $150,000 | RSUs granted under 2021 Plan; standard annual director grant |
| Total Director Compensation | $259,797 | $252,500 | Cash + RSU grant value |
- FY2025 voluntary waiver: Thomas Aaron (along with Chu and Higgins) voluntarily waived director and committee compensation for FY2025.
- Director grant mechanics: Annual RSU grant of 26,087 units in FY2024 vests on May 7, 2025; directors can elect to defer settlement under the plan.
Performance Compensation
| Equity Award Type | Grant Date | Units | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|
| RSU (Annual) | FY2023 | 29,762 | Vests upon earliest of first anniversary of grant or day prior to next annual meeting; subject to continued service | None (time‑based only) |
| RSU (Annual) | FY2024 | 26,087 | Vests May 7, 2025; subject to continued service | None (time‑based only) |
- Deferral election: Thomas Aaron deferred settlement of 29,762 RSUs granted May 10, 2023; underlying shares could be settled within 30 days upon resignation without additional vesting conditions.
- Options/PSUs: AIRS states director equity consists of RSUs; no options are outstanding and RSUs/PSUs have no exercise price; PSUs pertain to executives, not directors.
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Indicator |
|---|---|---|
| Cincinnati Financial (CINF) | Director; Audit and Compensation Committees (2023–2024) | AIRS discloses no compensation committee interlocks involving AIRS executives (none in past year). |
Expertise & Qualifications
- CPA and designated audit committee financial expert; seasoned in GAAP, internal controls, audit oversight, and risk management.
- Senior public-company finance leadership (EVP & CFO at CYH); credible operator for healthcare services financial oversight.
- 32‑year Deloitte background leading audits/consulting for national healthcare organizations; strong technical and governance credentials.
Equity Ownership
| Metric | As of Mar 18, 2024 | As of Mar 10, 2025 | Notes |
|---|---|---|---|
| Beneficially Owned Shares | 50,337 | 91,899 | FY2025 figure includes deferred RSUs; both marked “<1%” ownership |
| Ownership % of Outstanding | <1% (star) | <1% (star) | Outstanding shares: 57,537,393 (2024); 58,570,880 (2025) |
| Deferred RSUs Included | 29,762 | 29,762 (deferred; settlement mechanics disclosed) | Deferral election cited |
| Annual RSU Outstanding | 29,762 (FY2023 grant) | 26,087 (FY2024 grant) | FY2024 RSUs vest May 7, 2025 |
- Section 16 compliance: AIRS reported three late Form 4s in FY2024 for Rollins, Magazine, Dean; no late filings noted for Thomas Aaron.
- Hedging/pledging: Company policy prohibits hedging and pledging of AIRS stock by directors; no exceptions disclosed.
Governance Assessment
- Strengths: Independent director; Audit Chair with “financial expert” designation; perfect meeting attendance; policy prohibitions on hedging/pledging; FY2025 voluntary waiver of director compensation signals cost discipline and alignment.
- Potential Risks/Considerations: Controlled company dynamics with Sponsor owning ~50% could influence board composition and decisions (though AIRS states it does not rely on exemptions); amendment to Stockholders Agreement allows Board to withhold recommendation of Sponsor/Rollins designees when fiduciary duties dictate, which mitigates but does not eliminate control risk.
- Related‑party oversight: No related‑party transactions disclosed involving Thomas Aaron; Audit Committee (which he chairs) must review and approve related‑party transactions, including those involving founder Dr. Rollins and family medical entities.
RED FLAGS
- Controlled company status (Sponsor at 50.06%)—potential influence over governance despite stated non‑use of exemptions; monitor any future reliance on controlled company exemptions.
- Sponsor limited guarantee and potential equity issuance upon call—capital structure implications; board must evaluate fairness to minority holders; while not a conflict tied to Thomas Aaron, it is a governance sensitivity.
- No specific director stock ownership guidelines disclosed for non‑employee directors; reliance on RSU grants and policy prohibitions for alignment.
Notes on Committee Responsibilities (selected highlights relevant to effectiveness)
- Audit Committee: Financial reporting, auditor selection/independence, internal controls, cybersecurity oversight, whistleblower procedures, risk assessment, approval of related‑party transactions.
- Compensation Committee: Executive compensation, equity plan administration, use of independent consultant (Haigh & Co.), independence assessment of advisers.
Attendance Detail (FY2023–FY2024)
| Metric | FY2023 | FY2024 |
|---|---|---|
| Board Meetings | 10 | 5 |
| Audit Committee Meetings | 4 | 4 |
| Compensation Committee Meetings | 9 | 5 |
| Nominating & Corporate Governance Committee Meetings | 2 | 4 |
| Thomas Aaron Attendance | 100% of Board and committee meetings served | 100% of Board and committee meetings served |
Compensation Structure Analysis (directors)
| Aspect | FY2023 | FY2024 | Commentary |
|---|---|---|---|
| Cash vs Equity Mix | Cash $102,500; RSU $156,251 | Cash $102,500; RSU $150,000 | Stable cash; slight decline in equity grant value YoY |
| Options Use | None (no outstanding options) | None (no outstanding options) | Lower risk equity profile for directors |
| Ownership Alignment | RSUs granted annually; deferral available; hedging/pledging prohibited | Same | Alignment through time‑based RSUs and policy constraints |
| Guaranteed vs At‑Risk | Cash retainers fixed; RSUs time‑based; no director PSUs | Same | No performance metrics for director equity |
Related Party Transactions (context)
- Founder MSAs with professional associations (including family member medical director compensation) are reviewed/approved by Audit Committee; no transactions disclosed involving Thomas Aaron.
Say‑on‑Pay & Shareholder Feedback
- Not disclosed in the proxy excerpts; no specific say‑on‑pay vote outcomes provided. (Skip)
Compensation Peer Group (executive context)
- Executive PSUs reference rTSR against a specified peer group; specific peer constituents for executives not disclosed in director section. (Skip)
Employment & Contracts (director)
- Director service at‑will; indemnification agreements in place with all directors; no individual contracts disclosed for Thomas Aaron.
Expert Conclusion for Investors
- Thomas Aaron enhances Board effectiveness through independent oversight, technical accounting depth, and disciplined committee leadership; his compensation waiver and perfect attendance strengthen investor confidence. The primary governance sensitivity at AIRS remains controlled company ownership; the Board’s amendment to the Stockholders Agreement provides mitigation by allowing fiduciary‑driven recommendations, but vigilance is warranted on future exemption reliance and Sponsor‑related capital actions.