Scott Frisch
About Scott Frisch
Scott Frisch (age 55) is a Class II independent director of Carmell Corporation (CTCX), appointed on November 15, 2023. He is currently Chief Operating Officer and Chief Financial Officer of AARP and holds a bachelor’s degree in accounting from Villanova University. The Board determined he meets Nasdaq independence standards; in 2023 he attended at least 75% of Board and committee meetings. Core credentials include senior finance and operations leadership across AARP, Bank of America, Natixis Asset Management Services, Putnam Investments, and KPMG audit experience .
Past Roles
| Organization | Role | Notes/Impact |
|---|---|---|
| Bank of America | Managing Director | Senior finance leadership experience |
| Natixis Asset Management Services | Chief Financial Officer | CFO responsibilities in asset management |
| Putnam Investments | Assistant Controller | Financial reporting and controls |
| KPMG | Audit role | Foundational audit background |
External Roles
| Organization | Role | Scope |
|---|---|---|
| AARP | Chief Operating Officer and Chief Financial Officer | Leads operations and finance including HR, IT, real estate, facilities, and data/analytics performance management |
Board Governance
| Committee | Membership | Chair | Meetings in FY2023 |
|---|---|---|---|
| Audit Committee | Member | David Anderson | 2 meetings |
| Nominating & Corporate Governance Committee | Member | Rich Upton | 1 meeting |
- Director independence: Board determined Frisch is independent under Nasdaq Listing Rule 5605(a)(2) .
- Attendance: Each director attended at least 75% of Board/committee meetings in 2023; Board held six meetings .
- Board classification: Class II term expires at the 2025 annual meeting; Class II directors include Frisch, Kathryn Gregory, and Gilles Spenlehauer .
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Meeting Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| 2023 | 12,500 | — | — | 12,500 |
- Non-Employee Director Compensation Policy (effective following the Business Combination): Annual retainer $50,000 paid quarterly; directors may elect to receive retainer in fully vested common stock; one-time option grants intended to provide equity compensation for four years; travel/out-of-pocket expense reimbursement .
Performance Compensation
| Year | Equity Type | Grant Structure | Fair Value ($) |
|---|---|---|---|
| 2023 | Stock Options | One-time director option grant; intended to cover 4 years of board service | 155,394 |
No performance-based metrics or PSU/TSR structures are described for non-employee director compensation; the policy specifies fixed cash retainer and one-time option grant post-Business Combination .
Insider Filings & Compliance
| Filing Type | Status | Detail |
|---|---|---|
| Form 4 (Section 16) | Late filing | Frisch filed one late Form 4 covering two transactions (company-level summary of directors’ late filings) |
| Form 3 (Section 16) | Late filing | Frisch filed a late Form 3 (company-level summary) |
RED FLAG: Late Section 16 filings (Form 3 and one Form 4) signal compliance process weakness; Board-level issue noted across multiple directors .
Equity Ownership
| Metric | As of May 31, 2024 | As of Jan 29, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 5,381; less than 1% | 34,826; less than 1% |
| Options Exercisable within 60 days (shares) | Not specified | 27,228 (included in beneficial ownership) |
| Shares Outstanding (reference date) | 20,567,757 | 30,119,843 |
Other Directorships & Interlocks
- The 2024 proxy biography lists Frisch’s executive roles (AARP, Bank of America, Natixis, Putnam, KPMG) and does not reference any other public company board service; no competitive interlocks are disclosed for Frisch in the proxy .
Expertise & Qualifications
- Finance and operations leader (COO/CFO at AARP); prior senior roles in banking and asset management; audit background at KPMG .
- Financial literacy confirmed for audit committee membership; audit committee chaired by an SEC-defined “financial expert” (David Anderson) .
- Independence affirmed by the Board per Nasdaq rules .
Governance Assessment
-
Positive signals:
- Independence and multi-committee service (Audit; Nominating & Corporate Governance) support board effectiveness in oversight of financial reporting, governance processes, and related-party transaction reviews .
- Attendance threshold met; Board and committees were active in 2023 (six Board meetings; audit met twice; nominating met once) .
- Clawback Policy administered by the Compensation Committee (boardwide risk-mitigation infrastructure) .
-
Alignment and incentives:
- Director pay structure combines fixed cash retainer and one-time options; Frisch’s 2023 mix was heavily equity-based ($12,500 cash; $155,394 equity FV; total $167,894), aligning director incentives with long-term shareholder outcomes post-combination .
-
Watchouts / RED FLAGS:
- Late Section 16 filings (Form 3 and Form 4) across several directors including Frisch indicate governance/process friction; investors typically expect clean Section 16 compliance .
- Low personal beneficial ownership (under 1%)—while common for small-cap boards, investors may weigh “skin in the game” versus independence posture .
-
Contextual governance risk environment:
- Audit committee is tasked with related-party transaction review and quarterly IPO terms compliance, providing structural conflict oversight .
- As an Emerging Growth Company and Smaller Reporting Company, Carmell has reduced compensation disclosures and exemptions from say-on-pay, which can limit investor visibility into pay practices (context for overall governance transparency) .
Overall, Frisch brings seasoned finance/operations expertise and independent oversight on key committees. The principal governance concern is timeliness of insider reporting; the equity-heavy director grant post-Business Combination and subsequent increase in beneficial ownership (including options exercisable within 60 days) provide some alignment but remain modest in percentage terms .