DEF 14A of Airsculpt Technologies, Inc.
Filed Apr 15, 2026 · FY20250001104659-26-043792
What vote is required to approve the election of directors (“Proposal 1”)?
What vote is required to approve the election of directors (“Proposal 1”)? Director nominees are elected by plurality vote. Therefore, if you do not vote for a nominee, or you “withhold” authority to vote for a nominee, your vote will not count either “for” or “against” the nominee. Broker non-votes will have no effect on the outcome of Proposal 1. What vote is required to ratify the selection of Grant Thornton as the Company’s independent registered public accounting firm for Fiscal Year 2026 (“Proposal 2”)? Proposal 2 will be approved if a majority of the votes cast affirmatively or negatively on the matter is cast “for” the proposal. You may vote “for” or “against,” or abstain from voting on Proposal 2. Abstentions and broker non-votes will have no effect on the outcome of Proposal 2.
Election of Directors
Election of Directors Our business operates under the direction of the Board, which currently consists of seven directors. In accordance with our Amended and Restated Certificate of Incorporation, the Board consists of three classes of approximately equal size: Classes I, II, and III, with terms expiring in the fiscal year ending December 31, 2028 (“Fiscal 2028”), the fiscal year ending December 31, 2026 (“Fiscal 2026”), and the fiscal year ending December 31, 2027 (“Fiscal 2027”), respectively. Adam Feinstein, Kenneth Higgins and Thomas Aaron are the Class II directors whose terms expire at the Annual Meeting. Pursuant to our Stockholders Agreement (as defined below) and subject to the maintenance of certain ownership requirements, Vesey Street Capital Partners, L.L.C., our private equity sponsor (“Sponsor” or “VSCP”), has a contractual right to designate two nominees to our Board. Adam Feinstein is an affiliate of our Sponsor. The Board has nominated, and stockholders are being asked to reelect, Adam Feinstein, Kenneth Higgins, and Thomas Aaron for three-year terms expiring at our fiscal year ending December 31, 2029 (“Fiscal 2029”) annual meeting of stockholders. If elected, the nominees will each hold office until the conclusion of our Fiscal 2029 annual meeting of stockholders and a successor is duly elected and qualified or until earlier death, resignation, or removal. Each of the three nominees currently serves as a director of the Company. The Board is not aware of any nominee who will be unable or unwilling to serve as a director if elected at the Annual Meeting. In the event that one or more nominees is unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors to be elected at the Annual Meeting. Information relating to each nominee for election as director and for each continuing director, including period of service as a director of the Company, principal occupation and other biographical material, is shown later in this Proxy Statement. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the three nominees named in this Proxy Statement. Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, for the election of the Board’s three nominees. The Board recommends a vote FOR the election of each of the nominees as director.
BOARD OF DIRECTORS
BOARD OF DIRECTORS The following table sets forth the name, age, and position, as of March 13, 2026, of individuals who currently serve as directors on the Board.
BOARD OF DIRECTORS
| Name | Age | Position | | Michael Doyle | 53 | Director and Chairman of the Board | | Yogesh Jashnani | 44 | Director and Chief Executive Officer | | Adam Feinstein | 54 | Director | | Daniel Sollof | 42 | Director | | Caroline Chu | 45 | Director | | Thomas Aaron | 64 | Director | | Kenneth Higgins | 60 | Director |
Class I — Directors with Terms Expiring in Fiscal 2028
Class I — Directors with Terms Expiring in Fiscal 2028 Yogesh Jashnani has served as our Chief Executive Officer and a member of the Board since January 7, 2025. Mr. Jashnani has over 20 years of experience in the aesthetics, retail and finance industries. Prior to joining the Company, Mr. Jashnani served as Chief Revenue Officer for Sky Zone. From 2019 through 2023, he served as Chief Commercial Officer of Ideal Image. From fiscal 2017 through 2019, Mr. Jashnani held the position of SVP, Marketing, Insights and Analytics of Advance Auto Parts. Prior to this, Mr. Jashnani was Vice President at Capital One. Mr. Jashnani holds a Master’s of Science in Biomedical Engineering and a Master of Science in Electrical Engineering from University of Wisconsin-Madison. He also holds a Bachelor of Engineering in Telecommunications Engineering for University of Mumbai. We believe that Mr. Jashnani’s industry knowledge, as well as his leadership experience, make him an appropriate member of our Board. Daniel Sollof has served as a member of the Board since June 2021 and served as a member of the board of managers of Elite Body Sculpture from October 2018 until the IPO. Mr. Sollof joined VSCP in August 2014 and serves as a General Partner for the firm. In addition to sourcing and evaluating potential investment opportunities, Mr. Sollof works closely with VSCP’s portfolio companies. From July 2015 to August 2017, he served as a member of the board of directors of Imedex, Inc. Prior to joining VSCP, Mr. Sollof served as Vice President and Research Analyst for Barclays Capital/Lehman Brothers August 2007 to August 2014, focusing on the Healthcare Facilities and Medical Supplies & Devices Sectors. Prior to Barclays Capital/Lehman Brothers, Mr. Sollof worked as a Valuation and Business Modeling Analyst in the Transaction Advisory Services group at Ernst & Young from September 2005 to July 2007. Mr. Sollof received a B.S. in Management Science from the University of California — San Diego and is a CFA charterholder. We believe that Mr. Sollof’s industry knowledge, as well as his leadership experience, make him an appropriate member of our Board.
Class II — Directors with Terms Expiring in Fiscal 2026
Class II — Directors with Terms Expiring in Fiscal 2026 Adam Feinstein has served as a member of the Board since June 2021 and served as lead independent director of the Board from March 2023 until November 2025. He previously served as the non-executive chairman of the Board from September 2021 to January 2023 and as non-executive chairman of the board of managers of Elite Body Sculpture from October 2018 until the IPO. Mr. Feinstein founded Vesey Street Capital Partners, L.L.C. in 2014 and serves as Managing Partner. He has served as chairman of the board of directors of QualityMetric, a provider of health and disease specific surveys, from August 2020 until August 2023. He has served as a member of the board of directors of Pathgroup, a leading pathology services company, since August 2016. Mr. Feinstein has served as a board member of Safecor Health, which provides pharmaceutical unit dose packaging services for hospitals and health systems, since August 2021. Most recently, Mr. Feinstein has served as a board member of Orthopedic Solutions Management, an orthopedic services provider, since May 2025, and Shemassian Academic Consulting, a provider of consulting services for students seeking admission to medical schools and other graduate programs, since February 2025. He has also served as a board member of ComplexCare Solutions, an independent health assessment and member engagement platform, since December 2024, and Inceptua Group, a leading provider of clinical trial supplies and related services, as well as global early access programs, since January 2024. He was a board member of Surgery Partners, Inc. (Nasdaq: SGRY) from September 2015 to December 2019 and Imedex, Inc. from July 2015 to August 2017. Prior to founding VSCP, Mr. Feinstein was the Senior Vice President of Corporate Development, Strategic Planning and Office of the Chief Executive Officer at LabCorp from June 2012 to August 2014. Prior to LabCorp, Mr. Feinstein served as the Managing Director in Equity Research at Barclays Capital/Lehman Brothers for 14 years. Mr. Feinstein is a CFA charterholder and has a B.S. in Business from the Smith School at the University of Maryland. He also completed the Nashville Healthcare Council Fellows program. We believe that Mr. Feinstein’s public company experience, industry knowledge, as well as his leadership experience, make him an appropriate member of our Board. Thomas Aaron has served as a member of our Board since October 2021. From November 2019 to November 2024, Mr. Aaron served as a member of the board of directors of Cincinnati Financial Corporation (Nasdaq: CINF) and served on CINF’s audit committee and the compensation committee during 2023 and 2024. From November 2019 to November 2024, Mr. Aaron also served as a member of the boards of directors of CINF’s property casualty insurance companies and other subsidiaries. From 2016 to 2017, Mr. Aaron served as Senior Vice President of Finance of Community Health Systems, Inc. (NYSE: CYH). Mr. Aaron was appointed to serve as Executive Vice President and Chief Financial Officer of CYH in May 2017, a position in which he served through December 2019. Prior to joining CYH, Mr. Aaron had a distinguished, 32-year career at Deloitte leading audit and consulting services to, among others, national healthcare organizations. Mr. Aaron is a Certified Public Accountant and holds a B.S. in Accounting from the University of Kentucky. We believe that Mr. Aaron’s leadership experience makes him an appropriate member of our Board. Kenneth Higgins has served as a member of our Board since October 2021. From April 2021 to December 2025, Mr. Higgins served as the managing director and co-founder of Northborne Partners, LLC, a middle market-focused mergers and acquisitions advisory firm, where he currently serves as Senior Advisor since January 2026. Previously, Mr. Higgins spent 4.5 years at BMO Capital Markets Corp. (a subsidiary of Bank of Montreal (NYSE: BMO)) from 2016 to 2021. Mr. Higgins received his Bachelor of Business Administration from the University of Michigan School of Business and his Juris Doctor degree from Harvard Law School. We believe that Mr. Higgin’s leadership experience makes him an appropriate member of our Board.
Class III — Directors with Terms Expiring in Fiscal 2027
Class III — Directors with Terms Expiring in Fiscal 2027 Michael Doyle is the non-executive Chairman of our Board of Directors. He has served as Managing Partner of Vesey Street Capital Partners since January 2025. Mr. Doyle founded MD Healthcare Partners in 2018 and served as its Chief Executive Officer until December 2024. Previously, Mr. Doyle held several leadership positions, including Chief Executive Officer from 2009 to September 2017, at Surgery Partners, where he led the organization for approximately 15 years and helped to scale it from 3 to over 175 locations. Mr. Doyle has served as Chairman of Orthopedic Solutions Management, a leading orthopedic physician organization, since September 2021. He has also served from August 2019 to August 2025 as Chairman of GastroMD, a leading gastroenterologist organization, and from October 2018 to September 2021 as a member of the board of managers of Elite Body Sculpture, the predecessor of the Company prior to its initial public offering. Caroline Chu has served as a member of our Board since October 2021. Previously, Ms. Chu spent 16 years at Goldman Sachs Group, Inc. from June 2002 to February 2018. She served as an investment analyst in Equity Research, a public equities investor in Goldman Sachs Principal Strategies and portfolio manager and Managing Director in Goldman Sachs Investment Partners. Ms. Chu also served as Co-Head of Equities and Managing Director for Alwyne Management LP from May 2018 to January 2020. Ms. Chu received her B.S. degrees in Economics and Management Science from the Massachusetts Institute of Technology in 2002. We believe that Ms. Chu’s leadership experience makes her an appropriate member of our Board.
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
Corporate Governance Highlights
Corporate Governance Highlights Corporate governance is key to a strong and accountable Board. We strive to adopt practices that will promote the long-term interests of the Company and its stockholders, including the below examples.
Corporate Governance Highlights
| ✓ Accountability. Our common stock outstanding on the Record Date is entitled to one vote per matter presented to stockholders | ✓ Annual Board and Committee Self-Evaluations | | ✓ Limitation on Management Directors. Our CEO is the only member of management who serves as a director | ✓ Annual Named Executive Officer Performance Evaluation by the Compensation Committee of the Board | | ✓ Six of the seven members of our Board are “independent” under Nasdaq’s definition of independence | ✓ “Pay for Performance” Philosophy Drives Executive Compensation | | ✓ Our Audit and Compensation Committees are each composed entirely of unaffiliated independent directors | ✓ Audit Committee Approval Required for Related Party Transactions | | ✓ Regular Board and Committee Executive Sessions of Independent Directors | ✓ No “Poison Pill” (Stockholder Rights Plan) | | ✓ Separate CEO and Chairman of the Board | ✓ Established Whistleblower Policy | | ✓ Independent Executive Compensation Consultant | ✓ Risk Oversight by the Board and the Audit Committee |
Board Composition and Election of Directors
Board Composition and Election of Directors Our business and affairs are managed under the direction of our Board. The primary responsibilities of the Board are to provide oversight, strategic guidance, counseling and direction to our management. Our Board meets on a regular basis and additionally as required. The number of directors is fixed by our Board, subject to the terms of our amended and restated certificate of incorporation, our amended and restated bylaws and our Stockholders Agreement. Our Board consists of seven directors, six of whom qualify as “independent” under the Nasdaq listing standards. Directors are (except for the filling of vacancies and newly created directorships) elected by the holders of a plurality of the votes cast by the holders of shares present in person or represented by proxy at the meeting and entitled to vote on the election of such directors. Our Board is divided into three classes with staggered three-year terms. Only one class of directors is elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. This classification of our Board may have the effect of delaying or preventing changes in control of our company. Our directors are divided among the three classes as follows: • the Class I directors are Yogesh Jashnani and Daniel Sollof; • the Class II directors are Adam Feinstein, Kenneth Higgins and Thomas Aaron; and • the Class III directors are Michael Doyle and Caroline Chu. Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation, or removal. No decrease in the number of directors will shorten the term of any incumbent director. Dennis Dean served as our Chief Financial Officer and Interim Chief Executive Officer until January 7, 2025. On January 7, 2025, the Board appointed Yogesh Jashnani to serve as our Chief Executive Officer and as a member of our Board. Dr. Aaron Rollins served as our Executive Chairman of the Board until he announced his resignation from our Board on November 4, 2025. In addition, we entered into a stockholders agreement with affiliates of our Sponsor and Dr. Aaron Rollins in connection with our initial public offering (the “Stockholders Agreement”). This agreement grants affiliates of our Sponsor and Dr. Aaron Rollins the right to designate nominees to our Board subject to the maintenance of certain ownership requirements in us. See “Certain Relationships and Related Party Transactions — Stockholders Agreement.” In accordance with our corporate governance guidelines and subject to the Stockholders Agreement, our independent directors will designate a lead independent director in the event that the Company does not have an independent chairperson of the Board. Our corporate governance guidelines also provide that the independent directors shall meet periodically in executive session but no less than two times per year or whatever minimum has been set by the Nasdaq listing standards.
Summary Compensation Table
Summary Compensation Table The following table sets forth the compensation awarded to, earned by or paid to our named executive officers (“NEOs”) in respect of their service to us during Fiscal 2025 and the fiscal year ended December 31, 2024 (“Fiscal 2024”).
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(2) | Special Cash Bonus ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | | Dr. Aaron Rollins(1) Former Executive Chairman | 2025 | 465,971 | 849,053 | — | — | 28,799 | 1,343,396 | | | 2024 | 875,000 | 2,255,856 | — | — | 125,636 | 3,256,492 | | Yogesh Jashnani(4) Chief Executive Officer | 2025 | 660,513 | 3,917,591 | 262,500 | 140,000 | — | 4,980,604 | | Dennis Dean(5) Former Interim Chief Executive Officer and Former Chief Financial Officer | 2025 | 452,083 | 424,526 | — | — | 2,514 | 879,123 | | | 2024 | 500,000 | 644,540 | — | — | 9,532 | 1,154,072 |
Summary Compensation Table
(1) Dr. Rollins served as the Company’s Executive Chairman of the Board until November 4, 2025. (2) Amounts in this column for 2025 and 2024 represent the grant date fair value, as determined in accordance with FASB ASC Topic 718, of equity awards granted pursuant to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”). These awards for Messrs. Rollins and Dean, were made in connection with our annual executive long term compensation program made up of 50% restricted stock unit awards (“RSUs”) and 50% performance-based restricted stock unit awards (“PSUs”). Mr. Jashnani’ award, made in connection with our annual executive long term compensation program, was made up of 54% RSUs and 46% PSUs. Each of the annual performance-based restricted stock unit awards are earned based on achievement of a relative Total Shareholder Return (“rTSR”) target as compared to a specified peer company group. Mr. Jashnani’s initial sign-on grant includes RSUs with a grant date value of $1.0 million and PSUs with a target grant date value of $1.333 million and which are earned based on stock price performance. Dr. Rollins’ stock awards granted in 2025 were forfeited upon his resignation on November 4, 2025. For purposes of this summary, the Company assumes the market-based PSUs will be issued at 100% of the units within the range of 0% to 200%. (3) Amounts shown in the “All Other Compensation” column represent two components: (i) surgical related service fees in the amount of $20,000 and $119,000 for 2025 and 2024, respectively, paid to Dr. Rollins for surgical procedures he performed; and (ii) dividend payments in the amount of $8,799, to Dr. Rollins and $2,514 to Mr. Dean in 2025, received as a result of the shareholder dividend made by the company in 2022, pursuant to the Company’s 2021 Equity Incentive plan with respect to the treatment of RSUs. (4) Mr. Jashnani was appointed as the Company’s Chief Executive Officer on January 7, 2025. Mr. Dean served as the Company’s Interim Chief Executive Officer until January 7, 2025 and as the Company’s Chief Financial Officer until January 5, 2026.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End As of December 31, 2025, our named executive officers held outstanding equity-based awards of the Company as listed in the table below. For purposes of this summary, the Company assumes the market-based PSUs will be issued at 100% of the units within the range of 0% to 200%.
Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units That Have Not Yet Vested (#)(1) | Market Value of Shares or Units That Have Not Yet Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market Value of Unearned Shares or Units That Have Not Vested ($)(2) | | Dr. Aaron Rollins(4) Former Executive Chairman | | — | — | — | — | | Yogesh Jashnani Chief Executive Officer | 01/07/2025 | 165,290 | 327,274 | 164,289 | 325,292 | | | 03/18/2025 | 292,589 | 579,326 | 249,111 | 493,240 | | Dennis Dean(5) Former Chief Financial Officer | 03/14/2023 | 14,078 | 27,874 | 42,230 | 83,615 | | | 02/20/2024 | 25,931 | 51,343 | 38,897 | 77,016 | | | 03/18/2025 | 78,616 | 155,660 | 78,616 | 155,660 |
Outstanding Equity Awards at Fiscal Year-End
(1) Includes RSU awards granted on March 14, 2023, February 20, 2024 and March 18, 2025 that vest in three equal installments one, two and three years after grant date. Also includes 165,290 RSUs associated with an initial sign-on grant issued on January 7, 2025 pursuant to Mr. Jashnani’s Employment Agreement. (2) Based on the closing sale price of AirSculpt common stock on NASDAQ of $1.98 per share on December 31, 2025. (3) Includes PSU awards granted on March 14, 2023, February 20, 2024, and March 18, 2025, which vest based on achievement of a relative total shareholder return, as described under “Annual Equity Awards” above. Also includes 164,289 PSUs associated with an initial sign-on grant issued on January 7, 2025 pursuant to Mr. Jashnani’s Employment Agreement. (4) Dr. Rollins resigned from the Company effective November 4, 2025. In connection with his resignation, all of his outstanding and unvested equity awards were forfeited in accordance with the terms of the 2021 Equity Incentive Plan and his award agreements. (5) Mr. Dean served as the Company’s Interim Chief Executive Officer until January 7, 2025 and as the Company’s Chief Financial Officer until January 5, 2026.
Potential Payments and Benefits upon Termination or Change in Control
Potential Payments and Benefits upon Termination or Change in Control The Employment Agreements provide for certain severance payments in connection with our NEO’s termination of employment under certain circumstances. In addition, as discussed under “Annual Equity Awards” our 2021 Equity Incentive Award Plan and the award agreements thereunder may provide for certain special treatment of equity incentive awards upon a change in control of the company or upon an NEO’s termination under certain circumstances. No severance benefits are being paid to Dr. Rollins following his resignation from the Company or to Mr. Dean as a result of stepping down as Chief Financial Officer.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table sets forth the compensation awarded to, earned by or paid to the non-employee members of our Board in respect of their service to our Board during our Fiscal 2025. Other than as set forth in the table below, we did not pay any compensation to any of the members of our Board for Fiscal 2025.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Thomas Aaron | — | 150,000 | — | 150,000 | | Caroline Chu | — | 150,000 | — | 150,000 | | Kenneth Higgins | — | 150,000 | — | 150,000 |
DIRECTOR COMPENSATION
(1) The Board determined that, for fiscal year 2025, non-employee directors would not be paid a cash retainer. In addition, any director who is an officer of the Company and any director who is nominated by Vesey Street Capital Partners, L.L.C., including Messrs. Doyle, Feinstein and Sollof, did not receive any AirSculpt director compensation. (2) The amounts in this column represent the grant date fair value, as determined in accordance with FASB ASC Topic 718, of awards of restricted stock units granted under the 2021 Plan. Aggregate restricted stock unit awards outstanding as of December 31, 2025 are 58,594 for each of Mr. Aaron, Ms. Chu, and Mr. Higgins.
Narrative to Director Compensation Table
Narrative to Director Compensation Table In connection with our initial public offering, we adopted a formal policy governing the compensation of our non-employee directors providing for cash and stock-based compensation. Given the challenges facing the Company, the Board suspended paying cash fees to non-employee directors for Fiscal 2025. Any director who also serves as an employee receives no additional compensation for services as a director or as a member of a committee of our Board. Each non-employee director (other than Michael Doyle, Adam Feinstein and Daniel Sollof, who are not compensated for their service as directors) is eligible to receive an annual RSU grant at each annual meeting of our stockholders that vests upon the earlier of (i) the first anniversary of the date of grant or (ii) the day prior to our next annual meeting of stockholders. By completing a deferral election in the year prior to the annual RSU grant, each director may elect to defer all, or a portion, of the RSUs granted to such director in the following year. Settlement of such RSUs may be deferred until the director’s separation from service or a date specified at the time of such election. For Fiscal 2025, we granted 175,782 RSUs under the 2021 Plan to our non-employee directors, which RSUs will vest on May 7, 2026, subject to each non-employee director’s continued service through such date.