Siamack Alavi
About Siamack Alavi
Independent director at La Rosa Holdings Corp. (LRHC) since October 2024; age 62. Background spans 40 years as an executive and entrepreneur across health and wellness, digital marketing, franchising, and sports nutrition. Founder/operator of several private businesses; Board cites his corporate governance, strategic business development, and large-scale operations experience as qualifications to serve, including as an independent committee member and committee chair. Independence affirmed under Nasdaq rules and SEC Rule 10A‑3(b)(1).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Salt Scene Halotherapy Center | Owner/Operator | 2018–2020 | Expanded services through partnerships; focused on profitability and customer loyalty |
| YMD Facial Plastic Surgery | Business Manager | Since 2020 | Streamlined operations and cost-saving measures; increased client engagement via marketing |
External Roles
| Organization | Role | Tenure | Focus/Scope |
|---|---|---|---|
| Muscle Media | Founder/Owner | Since 2012 | Global fitness and health media outlet |
| Infinite Labs Digital | Owner/Operator | Since 2016 | Digital marketing agency (B2B/B2C growth) |
| The IV Lounge | Owner/Operator | Since 2020 | IV hydration and wellness programming clinic |
| Direct Preventive Care | Founder/Owner | Since 2023 | Preventive healthcare clinic |
Board Governance
- Independence: Board determined Alavi is independent under Nasdaq rules and SEC Rule 10A‑3(b)(1).
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee; Member, Nominating & Corporate Governance Committee.
- Committee leadership context: Audit Committee chaired by Lourdes Felix (audit financial expert); Nominating & Corporate Governance chaired by Ned L. Siegel.
- Meetings and engagement: In FY2024, the Board met 5 times; the Audit Committee met 4 times. Director-specific attendance rates were not disclosed.
- Board leadership structure: CEO also serves as Board Chair. Board defers separation decision to situational needs.
Fixed Compensation
| Component | Policy/Amount | Period/Notes |
|---|---|---|
| Non-employee director cash retainer | $12,000 per quarter | Policy-level disclosure; cash only |
| Audit Committee Chair fee | $3,750 per quarter | Policy-level disclosure |
| Compensation or Nominating Chair fee | $3,000 per quarter | Policy-level disclosure |
| Director equity grants | At Compensation Committee discretion; not automatic | Committee may grant equity to directors in future |
| Alavi – 2024 fees earned (cash) | $15,000 | Joined Oct 4, 2024 |
Note: For 2024, no stock or option awards were reported for Alavi; total director pay to him was cash-only.
Performance Compensation
| Metric/Instrument | Disclosure for Alavi (FY2024) | Details/Terms |
|---|---|---|
| Stock awards (RSUs/PSUs) | None disclosed | 2024 director compensation table shows $0 stock awards |
| Option awards | None disclosed | 2024 director compensation table shows $0 option awards |
| Performance metrics tied to director pay | Not disclosed | No performance-based director metrics detailed |
| Clawback provisions (director equity) | Plan/policy framework exists | Committee controls equity timing/terms; legal/insider information safeguards described |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company directorships | None disclosed for Alavi in the proxy biography |
| Committee interlocks | Company reports no compensation committee interlocks (no cross-service by executives) |
| Private/non-profit/academic boards | Not disclosed in proxy for Alavi beyond operating roles listed above |
Expertise & Qualifications
- Expertise: Corporate governance, strategic business development, entrepreneurial leadership across multiple sectors (health/wellness, digital marketing, franchising, sports nutrition).
- Board qualification rationale: Board cites experience managing large-scale operations and delivering revenue growth; deemed well-qualified to serve as independent member and committee chair.
- Education: Not disclosed in Alavi’s biography within the proxy.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common | Notes |
|---|---|---|---|
| Siamack Alavi (Director) | 600 | <1% | Based on 1,225,046 shares outstanding on record date |
| Pledging/Hedging | Prohibited by insider trading policy (Oct 2025) | Policy bans pledging, puts/calls, short selling; supports alignment | |
| Ownership guidelines | Not disclosed | No director ownership guideline disclosure in proxy sections reviewed |
Insider Trades and Section 16 Compliance
| Year | Alavi listed for filing delinquency? | Source |
|---|---|---|
| FY2025 | No delinquency noted for Alavi; delinquencies cited for other insiders (Santos; Joseph & Deana La Rosa) | Section 16(a) compliance disclosure |
Related-Party Exposure (Conflicts Context)
- Company-level related-party transactions primarily involve the CEO and his family (office leases with entities controlled by CEO and sibling director; consulting arrangement with sibling director terminated by end of 2024; family employment and acquisition from CEO affiliate). No transactions involving Alavi are disclosed.
- Audit Committee (of which Alavi is a member) reviews/approves all related-party transactions under written charter and related person transaction policy, mitigating conflict risk through oversight.
Compensation Committee Analysis
- Composition: Three independent directors; chaired by Alavi.
- Responsibilities: Oversees compensation strategy; approves executive and non-employee director pay; reviews employment and severance/change-in-control arrangements; administers equity plans; reviews compensation risk.
- Consultant use: Proxy does not disclose use of external, independent compensation consultants; the committee “may” utilize peer metrics.
Governance Assessment
- Positive signals:
- Independent director; chairs Compensation Committee and serves on Audit and Nominating, strengthening independent oversight in a company with CEO/Chair duality.
- Cash-only director pay for 2024 and modest beneficial ownership (600 shares); insider trading policy prohibits pledging/hedging, supporting alignment and risk control.
- No Section 16 filing delinquencies reported for Alavi.
- Areas to monitor / RED FLAGS:
- CEO/Chair duality persists; while allowed, it increases reliance on strong independent committees (where Alavi has a leading role).
- Extensive related-party transactions with CEO and family (leases, affiliate acquisition, family employment); although none involve Alavi, they heighten the importance of rigorous Audit/Compensation/Nominating oversight.
- Director-level attendance rates are not disclosed; Board (5 meetings) and Audit (4) met in 2024, but no per-director attendance detail to gauge individual engagement.
Overall: Alavi’s independence and committee leadership (Compensation Chair; Audit/Nominating member) bolster governance checks in an issuer with concentrated control dynamics and disclosed related-party dealings at the CEO/family level. Continued scrutiny of related-party approvals, executive pay structures, and potential adoption of director equity (if any) will be key to investor confidence.