Yogi Jashnani
About Yogi Jashnani
Yogesh “Yogi” Jashnani, age 43, has served as Chief Executive Officer and as a member of the Board of Directors of AirSculpt Technologies since January 7, 2025. He holds M.S. degrees in Biomedical Engineering and Electrical Engineering from the University of Wisconsin–Madison and a B.E. in Telecommunications Engineering from the University of Mumbai . Prior roles include CRO at Sky Zone, Chief Commercial Officer at Ideal Image (2019–2023), SVP Marketing/Insights/Analytics at Advance Auto Parts (2017–2019), and VP at Capital One; he is credited with loyalty program development, new service launches, eCommerce growth, and digital/marketing analytics leadership in prior roles . As CEO, he is a Class I director (not independent), with the Board nominating him for re‑election through the FY2028 annual meeting; the Board has a Lead Independent Director and independent Audit/Compensation/Nominating committees, and the company states it is a “controlled company” under Nasdaq but is not relying on exemptions .
Company performance since appointment (illustrative operating trend):
| Metric | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|
| Revenue ($USD) | $39,371,000 | $44,012,000 | $34,993,000 |
| EBITDA ($USD) | $1,653,000* | $4,140,000* | $604,000* |
| *Values retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sky Zone | Chief Revenue Officer | 2023–2025 | Senior commercial leadership for >270-park network; revenue growth focus . |
| Ideal Image | Chief Commercial Officer | 2019–2023 | Drove revenue/profit via loyalty membership, new aesthetics services/skincare, transition to national DTC model . |
| Advance Auto Parts (NYSE: AAP) | SVP, Marketing, Insights & Analytics | 2017–2019 | Improved retail traffic, nearly doubled eCommerce revenue, improved channel operating income . |
| Capital One (NYSE: COF) | Vice President | Prior to 2017 | Led digital marketing, marketing technology, and analytics for U.S. credit cards . |
External Roles
No public-company directorships or external committee roles disclosed for Mr. Jashnani beyond AirSculpt’s board service .
Fixed Compensation
| Component | Terms |
|---|---|
| Base salary | $700,000 annually; reviewable annually and may be increased but not decreased without consent . |
| Target annual cash bonus | 100% of base salary; earned based on Board-set performance targets; paid in lump sum if earned . |
| Sign-on cash bonus | $262,500 total ($150,000 at start; remainder at regular bonus timing); subject to 12-month repayment if voluntary quit without Good Reason or termination for Cause within 12 months . |
| Relocation subsidy (if required) | Up to $175,000 for relocation to principal office . |
Performance Compensation
| Incentive | Metric/Structure | Target/Value | Vesting/Payout | Notes |
|---|---|---|---|---|
| Sign-on RSUs | Time-based | $1,000,000 grant date value | Vests 1/3 annually over three years on grant anniversaries (expected ~Jan 2026/2027/2028) . | Number of units based on grant-date closing price . |
| Sign-on PSUs | Absolute stock price performance (60-day VWAP vs grant price) | $1,333,333 target grant value | 25% tranches vest upon achieving 60-day VWAP at ≥125%, ≥175%, ≥200%, ≥225% of grant-date price within three-year performance period . | |
| 2025 annual equity | 50% RSUs / 50% PSUs | Target grant value = 200% of base salary | RSUs: time-based; PSUs: performance-based per award terms; subject to Board approval . | |
| Annual cash bonus | Company/individual performance (Board discretion) | Target = 100% of salary | Paid in lump sum if earned . |
Additional context on AirSculpt’s pay-for-performance framework: in Fiscal 2024, NEO bonuses were tied to EBITDA (budgeted $50.0M) with revenue ($227.9M) also referenced; actual 2024 EBITDA was $20.7M and revenue $180.4M; no bonuses were earned (illustrates Board use of financial targets). 2024 PSUs for then-NEOs used rTSR vs a peer group (0–200% payout). These specifics pre-date Mr. Jashnani’s tenure but indicate program design .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 0 shares as of March 10, 2025 (less than 1%) . |
| Shares outstanding baseline | 58,570,880 shares outstanding as of March 10, 2025 . |
| Vested vs unvested | Sign-on RSUs/PSUs granted in January 2025 are unvested; RSUs vest ratably over 3 years; PSUs vest on 3-year performance with price hurdles . |
| Options | Company reports no outstanding options; equity is RSUs/PSUs (weighted-average exercise price $0) . |
| Pledging/hedging | Prohibited: no margin accounts, no pledging as collateral, no hedging or derivative trading; 10b5‑1 plans permitted with cooling-off periods and pre-clearance . |
| Clawback | Company has a Compensation Clawback Policy (effective Oct 2, 2023); employment agreement subjects incentive/equity comp to applicable clawback rules . |
| Director pay | As an employee-director, he receives no additional director compensation . |
Employment Terms
| Topic | Key terms |
|---|---|
| Start date; status | Effective Jan 7, 2025; employment “at will” . |
| Non-compete / Non-solicit | 12-month post-termination non-compete and non-solicit (scope tied to Company geographies and business); confidentiality and inventions covenants apply . |
| Severance (no CIC) | 12 months base salary; prorated annual bonus based on actual performance; up to 12 months COBRA subsidy; 12 months RSU vesting acceleration for sign-on and 2025 awards; PSUs prorated by service and vest based on actual performance at period end; subject to release . |
| Severance (CIC window) | If terminated without Cause or resigns for Good Reason within 3 months prior to or 12 months after a CIC: lump sum 1.5× (base + target bonus); up to 18 months COBRA subsidy; all RSUs fully accelerate; PSUs convert to time-based RSUs at ≥target or based on deal price mechanics and vest fully at period end or upon qualifying termination; double-trigger acceleration for converted RSUs . |
| 280G best-net | Cutback vs pay-in-full applied to maximize after-tax value (best-net) . |
| Clawback and sign-on recoup | Clawback per policy; sign-on cash/relocation repayable if certain terminations within 12 months . |
| No related-party ties | 8-K notes no related-party transactions under Item 404(a) in connection with appointment . |
Board Governance (director service, committees, dual-role implications)
- Role/tenure: Class I director; appointed January 7, 2025; nominated for re‑election to a term expiring at the FY2028 annual meeting .
- Independence: As CEO, he is not independent. The Board has seven members with five independent under Nasdaq; a Lead Independent Director (Adam Feinstein) coordinates independent director activities .
- Committees: Independent-only committees—Audit (Chair Thomas Aaron; members Caroline Chu, Kenneth Higgins), Compensation (Chair Caroline Chu; members Thomas Aaron, Kenneth Higgins), Nominating & Corporate Governance (Chair Kenneth Higgins; member Daniel Sollof) .
- Controlled company status: Company meets Nasdaq “controlled company” definition, but states it is not relying on exemptions and maintains majority independent Board and independent committees .
- Dual-role implications: CEO-director dual role can raise independence concerns, partially mitigated by an Executive Chairman (Dr. Rollins), a Lead Independent Director, and independent committee oversight of compensation, audit, and governance .
Compensation Committee/Program Oversight
- Compensation Committee uses an independent advisor (Haigh & Co.) and oversees executive pay, incentive plans, and equity programs; members are non-employee, independent directors .
- The company highlights a pay-for-performance philosophy and independent oversight in its governance summary .
Performance & Track Record (select highlights)
- Prior operating achievements: At Ideal Image, drove revenue and profit via loyalty program, new services/products, and shift to a national DTC model; at Advance Auto Parts, improved traffic, nearly doubled eCommerce revenue, and improved channel operating income; at Sky Zone, served as CRO .
- Company operating trend post-appointment is shown in the “Company performance since appointment” table above (Q1–Q3 2025) .
Director Compensation (for completeness)
- Employee-directors receive no director fees; non-employee director program includes $75,000 cash retainer, committee retainers, and annual RSU grants (directors affiliated with the Sponsor are not compensated, and some directors waived FY2025 cash compensation) .
Compensation Structure Analysis (signals)
- Strong equity orientation: Significant sign-on equity (mix of RSUs and price-hurdled PSUs) plus a large 2025 target equity award (200% of salary; 50/50 RSUs/PSUs) aligns upside with stock performance and provides retention via time-based vesting .
- Performance metrics: Absolute stock-price hurdles (VWAP) on sign-on PSUs complement historically used rTSR PSUs for other NEOs, adding direct alignment with shareholder returns .
- Protections and governance: Double-trigger CIC severance and acceleration terms, robust clawback, and strict prohibitions on pledging/hedging reduce governance risk; best-net 280G mitigates tax gross-up concerns (no gross-ups disclosed) .
- Discretion history: In FY2024 (pre‑tenure), Committee awarded small special bonuses for new-site performance while zeroing out annual bonuses on missed EBITDA/revenue targets, indicating willingness to use discretion within a performance framework .
Risk Indicators & Red Flags
- Pledging/hedging/margin strictly prohibited by policy (mitigates alignment risks) .
- Clawback policy in place (effective Oct 2, 2023) and incorporated by reference in the CEO agreement .
- No Item 404(a) related-party transactions disclosed for Mr. Jashnani at appointment .
- Controlled company status persists via Sponsor ownership (50.06%), but the company states it is not relying on exemptions; independent structures are in place .
Equity Vesting & Potential Selling Pressure
- RSUs: One-third of sign-on RSUs vest annually on grant anniversaries over three years (expected first vest ~Jan 2026), creating predictable liquidity windows subject to insider-trading windows/10b5‑1 plans .
- PSUs: Vest only upon achieving escalating 60-day VWAP hurdles within a three-year period; unearned PSUs cancel, which reduces near-term selling pressure but increases sensitivity to stock performance milestones .
Employment Terms Summary (Severance/Change-of-Control Economics)
| Scenario | Cash | Benefits | Equity |
|---|---|---|---|
| Termination without Cause / Good Reason (non‑CIC) | 12 months base salary; prorated bonus at actual | Up to 12 months COBRA subsidy | 12 months RSU acceleration (sign-on & 2025 awards); PSUs prorated and vest based on actual at period end . |
| CIC + termination (3 months before/12 months after) | 1.5× (base + target bonus) lump sum | Up to 18 months COBRA subsidy | All RSUs fully vest; PSUs convert to time-based at ≥target or deal-price mechanics; converted RSUs accelerate on qualifying termination . |
Investment Implications
- Alignment and retention: The mix of time-based RSUs and stringent absolute stock-price PSUs, plus a large 2025 equity target (200% of salary), creates retention hooks and direct upside alignment with shareholders; prohibited pledging/hedging and a formal clawback further de-risk alignment .
- Pay-for-performance construct: Historical program discipline (zero annual bonuses on missed targets in 2024) and continued use of performance equity should tie payouts to tangible results; investors should monitor FY2025 bonus metrics once disclosed and Mr. Jashnani’s 2025 annual grant specifics .
- Governance mitigants to dual role: While CEO-director status limits independence, a Lead Independent Director, independent committees, and a stated choice not to rely on controlled-company exemptions mitigate governance risk; continued Sponsor control remains a factor for strategic outcomes .
- Trading signals: Watch for any Form 10b5‑1 plan adoption ahead of the first RSU vest (expected ~Jan 2026) and for PSU milestone disclosures; hitting higher VWAP hurdles (≥175%/200%/225% of grant price) would be a positive sentiment signal, while failure to reach 125% could leave sign-on PSUs unearned .
Sources: DEF 14A (3/28/2025), 8-K (12/17/2024), 10-K FY2024 (3/14/2025), and Form 3 exhibit (1/8/2025) as cited throughout.