The Beauty Health Company DEF 14A

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Material
☐	Soliciting Material under §240.14a-12

The Beauty Health Company

(Name of Registrant as Specified In Its Charter)

_________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

THE BEAUTY HEALTH COMPANY

2165 Spring Street

Long Beach, California 90806

LETTER TO STOCKHOLDERS

April 25, 2025

Dear Stockholder:

You are cordially invited to attend this year’s annual meeting of stockholders of The Beauty Health Company on June 12, 2025, at 1:00 p.m. Pacific Time. The annual meeting will be a completely “virtual” meeting. You will be able to attend the annual meeting, as well as vote and submit your questions during the live webcast of the meeting, by visiting www.virtualshareholdermeeting.com/SKIN2025 and entering the company number and control number included on the Notice of Internet Availability of Proxy Materials (the “Notice”) delivered to you or the proxy card or voting instructions that accompanied your proxy materials, if you requested and received a printed copy of the proxy materials.

Details regarding admission to the annual meeting and the business to be conducted at the annual meeting are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

Whether or not you plan to attend the annual meeting, your vote is important and we encourage you to vote promptly. You may vote by telephone or Internet or by marking, signing and returning a proxy card, if you requested and received paper copies of the proxy materials. For specific instructions on voting, please refer to the instructions on your Notice or proxy card. If you attend the annual meeting, you will have the right to revoke the proxy and vote your shares virtually at the meeting. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from your brokerage firm, bank or other nominee to vote your shares.

Sincerely yours,

Marla Beck

President and Chief Executive Officer

THE BEAUTY HEALTH COMPANY

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 12, 2025

When	June 12, 2025 at 1:00 p.m. PDT		How to Vote in Advance

Where	Virtually at: www.virtualshareholdermeeting.com/SKIN2025	By Mail	Complete, sign, date and return your proxy card or voting instruction form in the postage-paid envelope provided

Proposal 1	Election of seven nominees named in the proxy statement to serve on the Board of Directors. The Board of Directors recommends a vote “FOR ALL” director nominees.	By Internet	You can vote your shares online at www.proxyvote.com

Proposal 2	Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ended December 31, 2025. The Board of Directors recommends a vote “FOR” this proposal.	By Phone	You can vote your shares by calling 1-800-690-6903
Proposal 3	Advisory vote to approve named executive officer compensation. The Board of Directors recommends a vote “FOR” this proposal.		Your vote is important. Please vote as soon as possible by one of the methods shown above. Be sure to have your Notice of Internet Availability, proxy card or voting instruction form in hand and follow the instructions provided therein.


Any other business which may properly come before the annual meeting or any adjournment or postponement. In addition to the business to be transacted as described above, management may speak on our developments of the past year and respond to questions of general interest to stockholders.

Who Can Vote	Only owners of record of the Company’s issued and outstanding Class A Common Stock as of the close of business on April 16, 2025. Each share of Class A Common Stock is entitled to one vote.

Date of Mailing	A Notice or a printed copy of the proxy materials were first mailed to stockholders of record entitled to receive notice of the Annual Meeting on or about April 25, 2025.

In accordance with rules and regulations adopted by the Securities and Exchange Commission, we have elected to furnish our proxy materials to stockholders by providing access to the materials on the Internet. Accordingly, a Notice has been mailed to the majority of our stockholders, while other stockholders have instead received paper copies of the documents accessible on the Internet. It is important that your shares be represented and voted whether or not you plan to attend the virtual annual meeting. If you are the registered holder of your shares and are viewing the proxy statement on the Internet, you may grant your proxy electronically via the Internet by following the instructions in the Notice previously mailed to you and the instructions listed on the Internet site. If you are receiving a paper copy of the proxy statement, you may vote by completing and mailing the proxy card enclosed with the proxy statement, or you may grant your proxy electronically via the Internet or by telephone by following the instructions on the Notice or proxy card. If your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should review the Notice used by that firm to determine whether and how you will be able to submit your proxy by telephone or over the Internet. Submitting a proxy over the Internet, by telephone or by mailing a proxy card will ensure your shares are represented at the annual meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for examination by stockholders of record at www.virtualshareholdermeeting.com/SKIN2025 during the Annual Meeting.

	THE BEAUTY HEALTH COMPANY

	BY ORDER OF THE BOARD OF DIRECTORS

	MARLA BECK
	PRESIDENT AND CHIEF EXECUTIVE OFFICER
Long Beach, California
Dated: April 25, 2025

iii

TABLE OF CONTENTS

		Page

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING		1
PROPOSAL 1: ELECTION OF SEVEN DIRECTORS		6
DIRECTORS AND NOMINEES		7
CORPORATE GOVERNANCE		11
2024 DIRECTOR COMPENSATION		25
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		27
AUDIT COMMITTEE REPORT		28
EXECUTIVE OFFICERS		29
PROPOSAL 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION		30
COMPENSATION DISCUSSION AND ANALYSIS		31
COMPENSATION COMMITTEE REPORT		46
EXECUTIVE COMPENSATION		47
PAY VERSUS PERFORMANCE		59
CEO PAY RATIO DISCLOSURE		64
EQUITY COMPENSATION PLAN INFORMATION		66
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		67
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		69
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		70
STOCKHOLDER PROPOSALS		70
OTHER MATTERS		71
AVAILABLE INFORMATION		71

THE BEAUTY HEALTH COMPANY

2165 Spring Street

Long Beach, California 90806

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 12, 2025

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of The Beauty Health Company, a Delaware corporation, for use at the 2025 annual meeting of stockholders (the “Annual Meeting”). This Proxy Statement and related materials were first made available to stockholders of record entitled to receive notice of the Annual Meeting on or about April 25, 2025. References in this Proxy Statement to “we,” “us,” “our,” or the “Company” refer to The Beauty Health Company and its consolidated subsidiaries. When we refer to the Company’s fiscal year, we mean the applicable annual period ended on December 31.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

Proxy Materials and Voting Information

What are proxy materials?

A proxy statement is a document that includes information that we are required to provide to you under the rules promulgated by the Securities and Exchange Commission (“SEC”) and is designed to assist you in voting your shares (your “shares”) of the Company’s Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) at the Annual Meeting. The proxy materials include our proxy statement for the Annual Meeting (this “Proxy Statement”), our Annual Report to Stockholders (including our Annual Report on Form 10-K for the fiscal year ended December 31, 2024) (the “Annual Report”), and a proxy card or a voting instruction card for the Annual Meeting, if you request a printed copy of the proxy materials.

This Proxy Statement contains information about the Annual Meeting and was prepared by our management. We sent a Notice of Internet Availability of Proxy Materials (the “Notice”) and made these proxy materials and the Notice available online, on or about April 25, 2025 to stockholders of record entitled to receive notice of the Annual Meeting. All stockholders may access the proxy materials online and download printable versions of the proxy materials or request a printed set of the proxy materials by following the instructions in the Notice. As a stockholder of record, you are invited to attend our virtual Annual Meeting online and are requested to vote on the items of business described in this Proxy Statement.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with the Company’s registrar and transfer agent, Continental Stock Transfer & Trust Company, you are considered a stockholder of record with respect to those shares. If your shares are held in a bank or brokerage account, you are considered the “beneficial owner” of those shares.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

In accordance with SEC rules, we may furnish proxy materials, including this Proxy Statement and our Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Accordingly, we sent the Notice to our stockholders of record and beneficial owners as of the close of business on April 16, 2025 (the “Record Date”).

I share an address with another stockholder. Why did we receive only one copy of the proxy materials and how may I obtain an additional copy of the proxy materials?

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy proxy delivery requirements with respect to two or more stockholders sharing the same address by delivering a single set of proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding,” is intended to provide extra convenience for stockholders and cost savings for companies.

A number of brokers with account holders who are our stockholders will be “householding” our proxy materials. A single Notice will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. If you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice, please notify your broker. Stockholders who have multiple accounts in their names or who share an address with other stockholders can request “householding” and authorize their broker to discontinue mailings of multiple annual reports and proxy materials by contacting their broker.

We will promptly deliver to a stockholder who receives one copy of the Notice as a result of “householding” a separate copy of the Notice upon such stockholder’s written or oral request directed to Investor Relations at The Beauty Health Company, 2165 Spring Street, Long Beach, CA 90806 or (800) 603-4996.

Who is entitled to vote at the Annual Meeting?

Only stockholders of record of our Class A Common Stock at the close of business on the Record Date are entitled to vote at the Annual Meeting or at any adjournment or postponement of the Annual Meeting. Each stockholder of record is entitled to one vote per share of Class A Common Stock. On the Record Date, there were 125,989,795 shares of Class A Common Stock issued and outstanding.

Registered Stockholders. The Notice was provided to you directly by us. As a stockholder of record, you have the right to grant your voting proxy directly to the individuals appointed by the Board to act as proxies at the Annual Meeting and listed on the proxy card or to vote virtually at the Annual Meeting.

Beneficial Stockholders. The Notice was forwarded to you by your broker or nominee. Your broker or nominee is considered the stockholder of record of your shares, and you are considered to hold your shares in “street name”. Beneficial owners are also invited to virtually attend the Annual Meeting. However, since you are not a stockholder of record, you may not vote your shares virtually at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. If you request a printed copy of your proxy materials by mail, your broker or nominee will provide a voting instruction card for you to use.

What items of business will be voted on at the Annual Meeting? How does the Board of Directors recommend I vote on these items and what are the voting standards?

Proposal	Voting Options	Vote Required to Adopt the Proposal	Effect of Abstentions or Withhold Votes	Effect of “Broker Non-Votes”	Board Recommendation
Proposal 1: Election of seven directors	For all, withhold all, or for all except.	A plurality of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter.	No effect.	No effect.	üFOR ALL director nominees
Proposal 2: Ratification of the appointment of Deloitte & Touche LLP (“Deloitte”) as the independent registered public accounting firm of the Company for fiscal year 2025.	For, against, or abstain.	The affirmative vote of a majority of the votes cast by the stockholders present in person or by proxy at the Annual Meeting and entitled to vote on the matter.	No effect.	Not applicable; Brokers have discretion to vote.	üFOR the ratification of the appointment of Deloitte
Proposal 3: Advisory vote to approve named executive officer compensation.	For, against, or abstain.	The affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter.	No effect.	No effect.	üFOR the named executive officer compensation set forth in the Proxy Statement

How do I cast my vote if I am a stockholder of record entitled to vote at the Annual Meeting?

If you are a stockholder of record entitled to vote at the Annual Meeting, you can vote your shares by proxy electronically, by telephone or by mail, if you requested and received a printed copy of the proxy materials, by following the instructions set forth below:

Voting Electronically. You can vote at www.proxyvote.com, 24 hours a day, seven days a week. You will need the control number included on your Notice or your proxy card (if you received a printed copy of the proxy materials).

Voting By Telephone. You can vote using a touch-tone telephone by calling 1-800-690-6903, 24 hours a day, seven days a week. You will need the control number included on your Notice or your proxy card (if you received a printed copy of the proxy materials).

Voting By Mail. If you have requested and received a printed copy of the proxy materials by mail, you may complete, sign, date and return the proxy card or voting instruction form in the postage-paid envelope provided to you by mail to The Beauty Health Company, c/o Broadridge Financial Solutions, 51 Mercedes Way, Edgewood, New York 11717.

Voting at the Annual Meeting. Although we encourage you to complete and return a proxy prior to the Annual Meeting to ensure that your vote is counted, you can virtually attend the Annual Meeting and vote your shares online by visiting www.virtualshareholdermeeting.com/SKIN2025. You will need your control number included on your Notice or proxy card (if you receive a printed copy of the proxy materials) to be able to vote during the Annual Meeting. If you vote by proxy prior to the Annual Meeting and also virtually attend the Annual Meeting, there is no need to vote again at the Annual Meeting unless you wish to change your vote.

The procedures for voting online, by telephone, by mail and virtually at the Annual Meeting comply with Delaware law and are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares and to confirm that their instructions have been properly recorded.

Please note that you cannot vote your shares by filling out and returning the Notice. The Notice does, however, include instructions on how to vote your shares.

Is there a deadline for submitting proxies electronically or by telephone or mail?

Yes. Proxies submitted electronically or by telephone as described above must be submitted by 11:59 p.m. EDT on June 11, 2025.

Proxies submitted by mail must be received before the close of the Annual Meeting on June 12, 2025.

Each valid proxy received in time will be voted at the Annual Meeting in accordance with your instructions, regardless of the submission method used.

What if I am a stockholder of record entitled to vote at the Annual Meeting and do not specify a choice for a matter when returning a proxy?

All proxies properly submitted pursuant to this solicitation and not revoked will be voted at the Annual Meeting in accordance with the directions given. If you properly submit a proxy, but do not provide specific voting instructions, your shares will be voted:

	(1)	FOR ALL director nominees;

	(2)	FOR the ratification of the appointment of Deloitte as our independent registered public accounting firm of the Company for fiscal year 2025; and

	(3)	FOR the compensation of our named executive officers, as set forth in the Proxy Statement.

If you have returned a signed and completed proxy card and other matters are properly presented at the Annual Meeting for consideration, the proxy holders appointed by our Board (the persons named in your proxy card if you are a stockholder of record) will have the discretion to vote your shares on those matters for you.

10.

What if I am beneficial owner and do not give voting instructions to my broker?

As a beneficial owner, to ensure your shares are voted in the way you would like, you must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee.

Under the rules of the Nasdaq Capital Market (“Nasdaq”), if you hold your shares in street name and do not provide voting instructions to the broker, bank or other nominee that holds your shares, the nominee has discretionary authority to vote on routine matters, but not on non-routine matters. As such, if your shares are held in an account at a bank or brokerage firm, that bank or brokerage firm will not be permitted to vote your shares with respect to Proposal 1 (election of directors), or Proposal 3 (advisory vote on named executive officer compensation), since these proposals are considered to be non-routine matters, unless you provide instructions as to how your shares should be voted. Proposal 2 (the ratification of the appointment of the independent registered public accounting firm) is considered a routine matter, so your broker, bank or other nominee that holds your shares has discretion to vote your shares on Proposal 2 if they do not otherwise receive voting instructions from you. Accordingly, we do not expect there to be any broker non-votes for Proposal 2.

11.

How are broker non-votes and abstentions counted?

A broker non-vote occurs when shares held by a broker are not voted with respect to a particular proposal, because the broker does not have authority to vote on the non-discretionary item (i.e., Proposal 1, and Proposal 3) and has not received voting instructions from its client.

Broker non-votes, withheld votes and abstentions by stockholders from voting (including brokers holding their clients’ shares of record who cause abstentions to be recorded) will be counted towards determining whether a quorum is present. However, because broker non-votes and abstentions are not considered votes “cast” under Delaware law, they will have no effect on the approval of Proposal 1 or Proposal 3. Proposal 2 (the ratification of the appointment of the independent registered public accounting firm) is considered a routine matter, so your broker, bank or other nominee that holds your shares has discretion to vote your shares on Proposal 2 if they do not otherwise receive voting instructions from you. Accordingly, we do not expect there to be any broker non-votes for Proposal 2.

12.

What constitutes a quorum?

A quorum will be present if holders of a majority of the outstanding voting power of our Class A Common Stock entitled to vote at the Annual Meeting are present in person or represented by proxy at the Annual Meeting. Shares represented by proxies that reflect abstentions or broker non-votes will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum at the Annual Meeting.

13.

What can I do if I change my mind after I vote my shares? Can I revoke my proxy?

At any time prior to the completion of voting at the Annual Meeting, you may change your vote either by:

	·	giving written notice to our Secretary revoking your proxy;

	·	submitting a later-dated proxy by telephone or electronically before 11:59 p.m. EDT on June 11, 2025;

	·	delivering a later-dated mailed proxy received before the close of the Annual Meeting on June 12, 2025; or

	·	voting online at the Annual Meeting.

14.

Who will count the vote?

A representative of Broadridge Financial Solutions, Inc. will tabulate the votes and act as inspector of election.

15.

May I see a list of stockholders entitled to vote as of the Record Date?

Yes. A list of registered stockholders as of the close of business on the Record Date will be available for examination by any stockholder for any purpose germane to the Annual Meeting. During the Annual Meeting, such list will be available for examination at www.virtualshareholdermeeting.com/SKIN2025.

16.

How do I attend the Annual Meeting virtually?

We will host the Annual Meeting live online via audio webcast. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/SKIN2025. The webcast will start at 1:00 p.m. PDT. Stockholders may vote and submit questions while attending the Annual Meeting online. In order to enter the Annual Meeting, you will need the 16-digit control number included on your Notice, the instructions that accompanied your proxy materials or your proxy card (if you received a printed copy of the proxy materials). Instructions on how to attend and participate online, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/SKIN2025. We encourage you to access the Annual Meeting prior to the start time to allow ample time to complete the online check-in process. If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be provided on the log-in page.

17.

Why is the Annual Meeting a virtual, online meeting?

Our Annual Meeting will be a virtual meeting of stockholders conducted via live audio webcast. By conducting our Annual Meeting solely online, we eliminate many of the costs associated with a physical meeting. In addition, we believe that hosting a virtual meeting facilitates stockholder attendance and broader participation by enabling stockholders to participate from any location around the world. We believe a virtual meeting also improves our ability to communicate more effectively with our stockholders during the Annual Meeting. We have designed the virtual meeting to provide the same rights to participate as you would have at an in-person meeting, including providing opportunities to submit questions during the Annual Meeting.

18.

Who will pay the cost of solicitation?

We will pay the cost of soliciting proxies for the Annual Meeting. Proxies may be solicited by our employees and directors, without additional compensation, in person, or by mail, courier, telephone, email or facsimile. The Company may also retain the services of a proxy solicitation firm if, in the Board’s view, it is deemed necessary or advisable. In the event the Company retains such a firm, it estimates that the fees of such firm could be up to $50,000, plus out-of-pocket expenses, all of which would be paid by the Company.

We may also make arrangements with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of our shares held of record by such persons. We may reimburse such brokerage houses, custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection therewith.

19.

How can I access the Proxy Statement and Annual Report?

As described in the Notice, our Proxy Statement and Annual Report are available online at www.proxyvote.com.

These proxy materials are also available in the “Investor Relations” section of our website: https://investors.beautyhealth.com/ in the “Financials” and “SEC Filings” subsection.

If you have received a Notice and you would prefer to receive the proxy materials in printed form by mail or electronically by email, please follow the instructions contained in the Notice.

PROPOSAL 1: ELECTION OF SEVEN DIRECTORS

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR ALL” WITH RESPECT TO THE ELECTION OF THE DIRECTOR NOMINEES LISTED BELOW.

General

Our Second Amended and Restated Certificate of Incorporation (our “Second Amended and Restated Certificate of Incorporation”) provides for a board of directors, with each director serving a one-year term, or if earlier, such director’s death, resignation, or removal, whichever is earliest to occur. As a result, our Board of Directors will be elected each year. Our current directors are as follows:

2025 Director Nominees

Desiree Gruber

Michelle Kerrick

Doug Schillinger

Stephen J. Fanning

Brian Miller

Marla Beck

Brenton L. Saunders

On the recommendation of the nominating and corporate governance committee of our Board of Directors (the “Nominating and Corporate Governance Committee”), our Board of Directors, including its independent directors, selected and approved Ms. Marla Beck, Mr. Brenton Saunders, Mr. Doug Schillinger, Mr. Stephen J. Fanning, Mr. Brian Miller, Ms. Desiree Gruber, and Ms. Michelle Kerrick as nominees for re-election as directors, the directors being elected at the Annual Meeting, each to serve for a term of one year, expiring at the 2026 annual meeting of stockholders or until his or her successor is duly appointed or elected and qualified or until his or her earlier death, resignation or removal. The Board of Directors, after consultation with Mr. Capellas, decided not to nominate Mr. Michael Capellas as a member of the Board. Mr. Capellas will continue to serve out the remainder of his term on the Board until it expires effective immediately following the adjournment of the Annual Meeting.

Each of the directors listed above currently serves as a member of our Board of Directors and has agreed to serve if elected at the Annual Meeting. Ms. Beck also currently serves as our President and Chief Executive Officer. The biographies for each of the directors listed above may be found below under the heading “Directors and Nominees - Nominees for Election to the Board of Directors.”

In the event the nominees named herein are unable to serve or decline to serve at the time of the Annual Meeting, the persons appointed by the Board to act as proxies at the Annual Meeting will exercise discretionary authority to vote for substitutes. Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR ALL the nominees. The proxy cannot be voted for a greater number of persons than seven.

Vote Required

If a quorum is present, a nominee for director will be elected to the Board of Directors by a plurality of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions and broker non-votes will have no effect on the outcome of the election.

Recommendation of the Board of Directors

Our Board of Directors unanimously recommends that the stockholders vote FOR ALL with respect to the election of the following seven director nominees: Ms. Marla Beck, Mr. Brenton Saunders, Mr. Doug Schillinger, Mr. Stephen J. Fanning, Mr. Brian Miller, Ms. Desiree Gruber, and Ms. Michelle Kerrick.

DIRECTORS AND NOMINEES

The following table and biographical information that follows provide certain information about our directors. Such information is current as of April 16, 2025. The information presented below for each director includes the specific experience, qualifications, attributes and skills that led us to the conclusion that such individual should be nominated to serve on our Board of Directors in light of our business, and that each director offers significant individual attributes and contributions important to our Board’s overall composition and functioning.

There is no family relationship between any of our executive officers, directors, or director nominees. Each of our directors, except Ms. Desiree Gruber, Ms. Marla Beck, and Mr. Stephen Fanning, have served as a director since May 4, 2021. Ms. Desiree Gruber has served as a director since June 2021, Ms. Marla Beck has served as a director since June 2022, and Mr. Fanning has served as a director since December 2024.

Name	Age	Position
Brenton L. Saunders	55	Chairman of the Board
Marla Beck	54	President, Chief Executive Officer, and Director
Michael Capellas⁽¹⁾	70	Director
Stephen J. Fanning	73	Director
Desiree Gruber	57	Director
Michelle Kerrick	62	Director
Brian Miller	50	Director
Doug Schillinger	51	Director

_______________

⁽¹⁾

There are currently 8 directors comprising the Board. However, effective immediately following the adjournment of the Annual Meeting, the Board will be comprised of 7 directors because the Board, after consultation with Mr. Capellas, decided not to nominate Mr. Capellas for this year’s Annual Meeting. Mr. Capellas will serve out the remainder of his term until it expires effective immediately following the adjournment of the Annual Meeting.

Nominees for Election to the Board of Directors

Brenton L. Saunders has served on our Board of Directors since May 4, 2021 and currently serves as our Chairman of the Board. Mr. Saunders served as Interim Chief Executive Officer of the Company from January 1, 2022 to February 7, 2022, and our Executive Chairman of the Board for the fiscal year of 2022 until March 6, 2023. Mr. Saunders has over 25 years of experience in various aspects of healthcare and has been in leadership roles at several prominent global pharmaceutical and healthcare companies. Until May 2020, when it was acquired by AbbVie Inc. in a transaction valued at approximately $63 billion, Mr. Saunders served as Chairman, President and Chief Executive Officer of Allergan plc (“Allergan”), an American, Irish-domiciled pharmaceutical company. His role as President and Chief Executive Officer of Allergan began in July 2014 and his added role of Chairman began in October 2016. Mr. Saunders’ first role as an executive officer in the pharmaceuticals and healthcare sectors began in 2003, as a member of the executive management team at Schering-Plough Corporation (“Schering-Plough”), where he held several key roles, including President of the company’s Global Consumer Health Care division. While at Schering-Plough, Mr. Saunders led the integrations of the company’s $14 billion acquisition of Organon Biosciences N.V. in 2007 as well as the merger between Schering-Plough and Merck & Co., Inc. in 2009. From March 2010 until August 2013, Mr. Saunders served as Chief Executive Officer of Bausch + Lomb Corporation, a leading global eye health company, until its acquisition by Valeant Pharmaceuticals, Inc. in 2013. He then became the Chief Executive Officer of Forest Laboratories Inc., a role he held until the company’s merger with Actavis plc (“Actavis”) in 2014. Following the merger with Actavis, Mr. Saunders was named Chief Executive Officer of the combined business. In 2015, he led Actavis’ acquisition of Allergan, renaming the post-combination company Allergan Plc.

Before joining Schering-Plough in 2003, Mr. Saunders was a Partner and Head of Compliance Business Advisory at PricewaterhouseCoopers LLP, an international professional services company. Prior to that, he was Chief Risk Officer at Coventry Health Care, Inc., a health insurance company, and Senior Vice President, Compliance, Legal and Regulatory at Home Care Corporation of America, a healthcare service provider. Mr. Saunders began his career as Chief Compliance Officer for the Thomas Jefferson University Health System.

Over the course of his career, Mr. Saunders has overseen over 80 mergers, acquisitions, divestitures and licensing transactions, totaling over $300 billion in value. Notable highlights from Mr. Saunders’ transaction experience include Actavis’ approximately $28 billion acquisition of Forest Laboratories in 2014, Actavis’ $70 billion acquisition of Allergan in 2015 and the $40 billion sale of Allergan’s global generics business to Teva Pharmaceutical Industries Ltd in 2016. Mr. Saunders’ transaction experience also includes the divestiture of Allergan’s medical dermatology business, and the acquisitions of leading companies in the medical aesthetics space such as Kythera, Lifecell, and Zeltiq.

Additionally, as of March 6, 2023, Mr. Saunders rejoined Bausch + Lomb Corporation and currently serves as its Chairman and CEO.

We believe that Mr. Saunders is qualified to serve on our Board of Directors because of his extensive leadership experience, including his role as chief executive officer of two public global healthcare companies, deep understanding of business transformation, as well as his experience in financial, strategic, public company board service and corporate governance, regulatory, international markets and global scaling, product development, sales & marketing, compliance/ethics, human resources and talent, environmental, social & governance matters, and operational matters.

Marla Beck has served on our Board of Directors since June 6, 2022, and as our President and Chief Executive Officer since April 8, 2024. From November 20, 2023 to April 8, 2024, she served as our Interim Chief Executive Officer. Ms. Beck was the co-Founder and former CEO of Bluemercury, a high growth, disruptive omnichannel beauty retailer founded in 1999 and acquired by Macy’s Inc. in 2015. Ms. Beck led Bluemercury as CEO from 1999 to 2021, including as the chief executive officer of a division of Macy’s from 2015 to 2021. Ms. Beck was responsible for all aspects of operations, including digital strategies, marketing, merchandising, loyalty programming, product development, supply chain, real estate, store expansion and development, finance, and human resources across 180 locations and 27 states. Ms. Beck was also the co-founder of M-61 Laboratories, the creators of clean, sustainable brands M-61 Powerful Skincare and Lune+Aster Cosmetics. Prior to founding Bluemercury, Ms. Beck was a consultant at McKinsey & Company.

Ms. Beck also served as an independent director of The Children’s Place from 2015 to January 2024, where she served on its audit committee and corporate responsibility, sustainability and governance committees. Furthermore, Ms. Beck served as treasurer of the board of trustees at the Sidwell Friends School in Washington, D.C., and also serves on the board of directors at Evenly Technologies. Ms. Beck served on the global advisory board of edX and the executive and finance committees of the board of directors of the National Retail Federation.

We believe that Ms. Beck is qualified to serve on our Board of Directors because of her valuable perspective and experience in brand management, brand marketing, senior leadership, finance, sales & marketing, business scaling, human resources, compliance/ethics, and digital engagement (including e-commerce), as well as her extensive background and knowledge of our industry in general.

Michael D. Capellas has served on our Board of Directors since May 4, 2021. Mr. Capellas is the founder and CEO of Capellas Partners, a strategic technology advisory firm. Mr. Capellas currently serves on the board of Cisco (Lead Independent Director) and Cellebrite (Lead Independent Director). Mr. Capellas also serves on the board of the privately held company, NumberOne AI.

Previously, Mr. Capellas served on the boards of Flex (Chair), Blue Yonder (Chairman), Elliott Opportunity II Corp, MuleSoft (Lead Director), Tenable (Lead Director), OnSolve, Solace, Cylance, Serena Software, VCE, First Data, WorldCom/MCI, Compaq, HP, and Dynegy.

A four-time corporate CEO, Mr. Capellas’ career as a global technology leader has spanned from innovative technology start-ups to large corporate turnarounds. Mr. Capellas spent the first decade of his career at Schlumberger, followed by positions at software leaders Oracle and SAP. In 1999, Mr. Capellas was named CEO of Compaq and a year later, added the title of Chairman. During his tenure, Compaq was recognized as the global leader in computer servers. Mr. Capellas was named President of Hewlett Packard following the merger between Compaq and HP.

In 2002, Mr. Capellas was recruited as Chairman and CEO of WorldCom post-bankruptcy and transformed the company from a long-distance provider into the world’s largest carrier of internet traffic. After the restructuring, WorldCom relisted on Nasdaq as the new MCI. After Verizon acquired MCI, Mr. Capellas was named Chairman and CEO of First Data, a global leader in payments and electronic commerce. From 2009 through 2012, Mr. Capellas became the Founding Chairman and CEO of VCE, the Virtual Computing Company, a joint venture between Cisco, EMC, and VMware which developed and commercialized an innovative platform for cloud computing. During his tenure at VCE, Mr. Capellas co-chaired the Federal Commission on Cloud Deployment.

Mr. Capellas served as the Lead Director for MuleSoft during its run-up to $10 billion in revenue, faster than any previous software company. Mr. Capellas also served as Lead Director of Tenable during its formative years. Mr. Capellas was the Chairman of the board for Blue Yonder through its transition and rebranding from JDA. Mr. Capellas graduated from Kent State University.

We believe that Mr. Capellas is qualified to serve on our Board of Directors because of his experience in executive roles and having a background of leading global organizations in the technology industry. Through this experience, he has developed expertise in several valued areas including strategic product development, business development, sales, marketing, and finance. Mr. Capellas also has experience serving as a public company outside director.

Stephen J. Fanning has served on our Board of Directors since December 12, 2024. Mr. Fanning currently serves as Chairman of the Board for Champion Mfg. since May 2018, and he also currently serves as Chairman of the Board for LKC Technologies since July 2023. Mr. Fanning served on the board of directors of Fotona from February 2022 to November 2024. Mr. Fanning previously served as Chairman of the Board for Hydrafacial LLC (“Hydrafacial”), the Company’s flagship brand, from 2016 to 2020 when Hydrafacial was still a private company and prior to the closing of the business combination transaction between Hydrafacial and the Company in May 2021. From July 2019 through December 2023, Mr. Fanning served as President and Chief Executive Officer of Spectrum Solutions, a company that supports molecular diagnostic solutions. From March 2014 through March 2018, Mr. Fanning served as President and Chief Executive Officer of Z-Medica Corporation, which manufactures and markets a complete line of highly innovative hemostatic products. Beginning in January 2005, Mr. Fanning served for nine years as President and Chief Executive Officer of Solta Medical, Inc. (formerly Thermage, Inc.), a global leader in the medical aesthetics market. From August 2001 to January 2005, Mr. Fanning served as the President and Chief Executive Officer of Ocular Sciences, a manufacturer and distributor of disposable contact lenses. Previously, Mr. Fanning worked for 25 years for Johnson & Johnson, one of the world’s largest manufacturers of healthcare products, where he served in various senior executive positions including President, Worldwide, of Johnson & Johnson’s McNeil Specialty Products division, and President of Johnson & Johnson Medical. Mr. Fanning also served as Managing Director of Johnson & Johnson Austria/Switzerland, and Vice President, Sales, of Johnson & Johnson’s McNeil Consumer Products Division. Mr. Fanning received his B.S. degree from Philadelphia University.

We believe that Mr. Fanning is qualified to serve on our Board of Directors because of prior experience as Chairman of the Board for Hydrafacial and President and Chief Executive Officer of Spectrum Solutions, Z-Medica Corporation, Solta Medical, Inc. and Ocular Sciences, as well as his prior experience in the life sciences industry gives him insight into the strategic and operational issues in the medical, esthetician, and beauty retail industry.

Desiree Gruber has served on our Board of Directors since June 11, 2021. Ms. Gruber, a Peabody Award-winner, founded Full Picture, a brand accelerator, content production, communications, and consulting services company in 1999 and currently serves as its Chief Executive Officer. As a notable entrepreneur, business strategist, and venture capitalist, Ms. Gruber co-founded the Project Runway television series in 2004 and co-founded Diagonal Ventures (“DGNL”) in 2016 with a goal to create real opportunities for women to achieve measurable success. DGNL invests in and architects transformational deals across the consumer, technology, and media spectrum in order to establish a legacy of female empowerment. Ms. Gruber also advises Anthos Capital, Pharrell Williams’ Something in the Water, and BroadLight Capital, and previously served as a board member of SLAM Corp. and DPCM Capital, Inc.

We believe that Ms. Gruber is qualified to serve on our Board of Directors because of her senior leadership experience and knowledge of the beauty and cosmetics products industry, her experience in business strategy, public company board service and corporate governance, commercial sales & marketing, business scaling, as well as her experience in retail and brand execution.

Michelle Kerrick has served on our Board of Directors since May 4, 2021. Ms. Kerrick served as the West Region Market Leader and Managing Partner of the Los Angeles office of Deloitte, an international professional services firm. Ms. Kerrick worked at Deloitte for 35 years before retiring in September 2020. In her role, Ms. Kerrick was responsible for driving national strategy and client and business growth and strategic positioning across the 13-office West Region and the Los Angeles office. With more than 35 years of professional experience, Ms. Kerrick has served a diverse group of publicly and privately held companies, ranging from middle-market companies to large multi-nationals, in various industry sectors. Ms. Kerrick has expertise in finance and accounting, risk management and corporate governance. Ms. Kerrick is an independent corporate board director for AMH, f.k.a. American Homes 4 Rent, and Capital Bank & Trust Company, a subsidiary of the Capital Group. Ms. Kerrick is a retired member of the California and Arizona State Board of Accountancy and the American Institute of Certified Public Accountants.

We believe that Ms. Kerrick is qualified to serve on our Board of Directors because of her deep financial and strategic acumen, her experience in senior leadership, business strategy, public company board service and corporate governance, compliance/ethics, human resources & talent, environmental, social & governance matters, as well as her executive experience and valuable perspective in finance/accounting and audit practices.

Brian Miller has served on our Board of Directors since May 4, 2021. Mr. Miller is the Co-Founder and Partner of Linden Capital Partners LLC (“Linden”), a private equity firm, which was founded in 2004. He has been involved in healthcare principal investing since 1998. Prior to Linden, Mr. Miller was a founding member of the healthcare team at First Chicago Equity Capital, a private equity firm. Mr. Miller began his career in the investment banking division of Salomon Brothers Inc. (currently Citigroup). He is currently a board member of Lifestyles Healthcare, Vital Care, Formulated Solutions, MeriCal, StatLab Medical Products and Regenity, and was previously a board member of Z-Medica, Solara, SeraCare, BarrierSafe Solutions International, CORPAK MedSystems, HYCOR Biomedical, Strata Pathology Services, Flexan, and Suture Express. He is a board member of AdvaMed, the Founder of the Healthcare Private Equity Association, the founder of Private Equity Analysts of Chicago, a Trustee of The University of Chicago Medical Center, and a member of the Economic Club of Chicago.

We believe that Mr. Miller is qualified to serve on our Board of Directors because of his significant knowledge of our Company and his extensive experience in beauty and consumer product, investment banking, management, and senior leadership experience, as well as his business experience in global operations, finance/audit, corporate governance, regulatory, manufacturing, sales & marketing, environmental, human resources, social & governance matters, product development, compliance/ethics, investor relations, and talent development.

Doug Schillinger has served on our Board of Directors since May 4, 2021. Mr. Schillinger joined DW Healthcare Partners in 2004 and is currently a Managing Director and oversees several of the firm’s portfolio investments. Mr. Schillinger’s investment, transaction and board experience include a broad array of healthcare service and medical devices including pharma services, diagnostics, medical tech products and devices, provider services, laboratory services, post-acute care, medical aesthetics, and telehealth. Before joining DW Healthcare Partners, Mr. Schillinger worked for Bain & Company and Accenture (previously Andersen Consulting). He is currently a board member of Public Partnerships Limited, Parnell Veterinary Pharmaceuticals, Aequor Healthcare Services, Chrysalis, CareXM, and Vets Plus Inc. Mr. Schillinger was previously a board member of Z-Medica, Reliant Rehabilitation, Tandem Labs, American Optics, Global Physics Solutions, Spectrum Solutions, and Arteriocyte Medical Systems. Mr. Schillinger is also a current board member of the Healthcare Private Equity Association and a former member of the Harvard Business School Alumni Board of Directors.

We believe that Mr. Schillinger is qualified to serve on our Board of Directors because of his significant knowledge of and history with medical devices, his experience as a seasoned investor, as well as his experience being a current and former director of many companies. Mr. Schillinger also has substantial experience in senior leadership, finance, sales & marketing, human resources, product development, compliance/ethics, and corporate governance.

CORPORATE GOVERNANCE

We are committed to good governance practices. Our governance practices seek to ensure that we conduct our affairs in a manner that matches the high standards we have set for our people, products, and services. We believe that good governance builds integrity and trust, strengthens the accountability of our Board, management and employees, promotes the long-term interests of our stockholders, and allows us to be a good corporate citizen in each of the countries where we do business.

Affirmative Determinations Regarding Director and Nominee Independence

Nasdaq listing standards require that a majority of the Board of Directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which, in the opinion of the Board of Directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. The definition also includes a series of objective tests, including that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. To help determine whether a director is independent, our Board reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

Our Board has determined that each of the following directors satisfies our independence standards, Nasdaq’s listing standards, and applicable SEC rules: Mr. Michael Capellas, Mr. Stephen J. Fanning, Ms. Desiree Gruber, Ms. Michelle Kerrick, Mr. Brian Miller, and Mr. Doug Schillinger.

Background and Experience of Directors

The Nominating and Corporate Governance Committee and the Board believe that a board composed of directors who have diverse personal backgrounds and experiences and who bring a fresh perspective is a priority for the Company. We seek to mix a diverse range of skills, backgrounds, and experiences such as leadership, beauty and consumer products, international and strategic planning experience, financial and accounting expertise, corporate governance, and governmental policy and regulatory experience, among others. The Board conducts an annual self-evaluation process and periodically considers its composition and refreshment in order to effectively align the Board’s mix of skills, experience and attributes with the Company’s business strategy.

Director Nomination Process

The Nominating and Corporate Governance Committee recommends nominees for our Board consistent with the criteria determined by our Board. The Nominating and Corporate Governance Committee may receive recommendations from other directors and executives and may, when appropriate, seek assistance from third-party search firms with respect to identifying and vetting qualified candidates for the Board’s consideration. In 2024, the Nominating and Corporate Governance Committee engaged Heidrick & Struggles, Inc. (“Heidrick”), an independent search firm, to assist in the identification and selection of potential director and officers. The Company paid Heidrick an aggregate of $860,929.90 in fees for its services in 2024. The Nominating and Corporate Governance Committee will also consider nominations from stockholder(s) to the extent the nomination complies with all procedures and includes all information about the candidate(s) required by our Amended and Restated Bylaws (the “Bylaws”). Nominations from stockholder(s) that are made in accordance with these procedures and include all required information (such as (i) information about each prospective director nominee as would have been required to be included in a proxy statement filed pursuant to the rules of the SEC had the prospective director nominee been nominated by the Board, and (ii) that the prospective director nominee has consented to be named, if nominated, as a nominee and, if elected, to serve as a director) will be considered by the Nominating and Corporate Governance Committee in accordance with the criteria discussed above and in the same manner as other nominations, and the Nominating and Corporate Governance Committee will present its recommendation to our Board. To date, the Company has not received any recommendations from stockholders requesting a candidate for inclusion among the slate of nominees in this Proxy Statement.

Board Leadership Structure

While our Board believes it is important for our Chairman to have both a stake in and deep understanding of the Company, our Board recognizes that the leadership structure and combination or separation of the Chief Executive Officer and Chairman roles is driven by the needs of the Company at any point in time. As a result, no policy exists requiring combination or separation of leadership roles and our governing documents do not mandate a particular structure. We believe this construct has allowed our Board the flexibility to establish the most appropriate structure for the Company at any given time. Mr. Saunders currently serves as our Chairman, and Ms. Beck currently serves as our Chief Executive Officer.

Our Board believes the present structure provides the Company and the Board with strong leadership, continuity of experience, and appropriate independent oversight of management.

Executive Sessions

Our Board meets regularly in executive session without management directors or any members of management. In addition, the independent directors on our Board meet annually in executive session.

Attendance at Meetings

Regular meetings of our Board are held at such times as our Board may determine. In addition, special meetings of our Board may be called by the Chairman of the Board, Chief Executive Officer of the Company, or the Board pursuant to a resolution adopted by a majority of the Board.

In fiscal year 2024, our Board held 6 meetings, the audit committee of the Board (the “Audit Committee”) held 4 meetings, the compensation committee of the Board (the “Compensation Committee”) held 4 meetings, and the Nominating and Corporate Governance Committee held 3 meetings. Each director attended more than 75% of the aggregate of the total number of meetings of the Board (held during the period for which he or she has been a director) and the total number of meetings held by all committees of the Board on which he or she served (during the periods that he or she served).

Our Board and its committees also act from time to time by written consent in lieu of meetings. Although we do not have a formal policy regarding attendance by members of our Board of Directors at our Annual Meeting, we encourage our directors to attend. Last year, 6 members of the Board attended our annual meeting of stockholders.

Board Committees

Our Board of Directors has established the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The composition and responsibilities of each committee are described below. Our Board of Directors may also establish from time to time any other committees that it deems necessary or desirable. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors. A copy of each committee’s charter may be found on our website: www.beautyhealth.com under the heading “Governance”, and then “Documents & Charters”.

The current composition of each Board committee is set forth below.

Director	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Brenton L. Saunders ⁽¹⁾
Marla Beck ⁽²⁾
Michael Capellas ⁽³⁾	*		C
Stephen J. Fanning	*		*
Desiree Gruber		*
Michelle Kerrick	C		*
Brian Miller		*	*
Doug Schillinger	*	C

_______________

*	Member
C	Chairperson
⁽¹⁾	Mr. Saunders does not serve on a committee but is the Chairman of the Board.
⁽²⁾	Ms. Beck does not serve on a committee but is a member of the Board.
⁽³⁾	The Board of Directors, after consultation with Mr. Capellas, decided not to nominate Mr. Capellas as a member of the Board. Mr. Capellas will continue to serve out the remainder of his term on the Board until it expires effective immediately following the adjournment of the Annual Meeting.

Audit Committee

The Audit Committee oversees our accounting and financial reporting processes and the audits of our financial statements. The Audit Committee consists of Michael D. Capellas, Stephen Fanning, Michelle Kerrick and Doug Schillinger. Michelle Kerrick serves as the chair of the Audit Committee. The Board of Directors, after consultation with Mr. Capellas, decided not to nominate Mr. Michael Capellas as a member of the Board. Mr. Capellas will continue to serve out the remainder of his term on the Board until it expires effective immediately following the adjournment of the Annual Meeting. Following the Annual Meeting, there will be a vacancy on the Audit Committee until the Board determines to fill the position.

Our Board has determined that Michael D. Capellas, Stephen Fanning, Michelle Kerrick and Doug Schillinger are independent under the applicable rules of the SEC and Nasdaq for Audit Committee membership. All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of Nasdaq. Our Board has determined that Michelle Kerrick qualifies as an “Audit Committee financial expert” as defined in the applicable SEC rules and has the requisite financial sophistication as defined under the applicable Nasdaq rules and regulations.

The primary functions of the Audit Committee include:

	·	appointing, compensating and overseeing our independent registered public accounting firm;

	·	mutually reviewing and approving the annual audit plan;

	·	overseeing the integrity of our financial statements and our compliance with legal and regulatory requirements;

	·	discussing the annual audited financial statements and unaudited quarterly financial statements with management and the independent registered public accounting firm;

	·	pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;

	·	appointing or replacing the independent registered public accounting firm;

	·	establishing procedures for the receipt, retention and treatment of complaints (including anonymous complaints) we receive concerning accounting, internal accounting controls, auditing matters or potential violations of law;

	·	monitoring our environmental sustainability and governance practices;

	·	establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;

	·	approving audit and non-audit services provided by our independent registered public accounting firm;

	·	discussing earnings press releases and financial information provided to analysts and rating agencies;

	·	discussing with management our policies and practices with respect to risk assessment and risk management;

	·	overseeing cybersecurity risks and management’s implementation of the Company’s cybersecurity program;

	·	approving or ratifying related party transactions required to be disclosed pursuant to Item 404 of Regulation S-K, as may be amended from time to time, and any other applicable requirements; and

	·	producing an annual report for inclusion in our proxy statement, in accordance with applicable rules and regulations.

The Audit Committee has the authority to retain advisors as the committee deems appropriate.

Compensation Committee

The Compensation Committee approves, or recommends to our Board of Directors, policies relating to compensation and benefits of our officers and employees. The Compensation Committee consists of Desiree Gruber, Brian Miller and Doug Schillinger. Doug Schillinger serves as the chair of the Compensation Committee.

Our Board has determined that Desiree Gruber, Brian Miller and Doug Schillinger are independent under the applicable rules and regulations of Nasdaq for Compensation Committee membership and that each also qualifies as a “non-employee director” as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The principal functions of the Compensation Committee include:

	·	reviewing and approving corporate goals and objectives relevant to the compensation of our executive officers and directors, evaluating the performance of our executive officers in light of those goals and objectives, and setting compensation levels based on this evaluation;

	·	setting salaries and approving incentive compensation and equity awards for Section 16 Officers, as well as compensation policies for all such officers, and changes in ownership of the Section 16 Officers as designated by our Board of Directors;

	·	making recommendations to the Board with respect to incentive compensation programs and equity-based plans that are subject to Board approval;

	·	approving any employment or severance agreements with our Section 16 Officers;

	·	granting any awards under equity compensation plans and annual cash incentive plans to our Section 16 Officers; and

	·	producing an annual report on executive compensation for inclusion in our proxy statement, in accordance with applicable rules and regulations.

The Compensation Committee has the authority to retain advisors as the committee deems appropriate.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee identifies and recommends individuals qualified to serve as directors of the Company and on committees of the Board. The Nominating and Corporate Governance Committee consists of Michael D. Capellas, Stephen J. Fanning, Michelle Kerrick and Brian Miller. Michael D. Capellas will continue to serve as chair of the Nominating and Corporate Governance Committee until the adjournment of the Annual Meeting. Following the Annual Meeting, there will be a vacancy on the Nominating and Corporate Governance Committee, and no chair of such committee, until the Board determines to fill the position.

Our Board has determined that Michael D. Capellas, Stephen J. Fanning, Michelle Kerrick and Brian Miller are independent under the applicable rules and regulations of Nasdaq for Nominating and Corporate Governance Committee membership.

The principal functions of the Nominating and Corporate Governance Committee include:

	·	identifying, recruiting and, if appropriate, interviewing candidates to fill positions on the Board of Directors, including persons suggested by other members of the Board, executives, stockholders or others;

	·	reviewing the background and qualifications of individuals being considered as director candidates;

	·	recommending to the Board of Directors the director nominees for election by the Company’s stockholders or appointment by the Board of Directors;

	·	reviewing the suitability for continued service as a director of each member of the Board of Directors when his or her term expires and in certain other circumstances;

	·	reviewing annually with the Board of Directors the composition of the Board of Directors as a whole and to recommend, if necessary, measures to be taken so that the Board of Directors reflect the appropriate balance of knowledge, experience, skills, expertise, and diversity required for the Board of Directors as a whole and contains at least the minimum number of independent directors required by Nasdaq;

	·	monitoring the functioning of the committees of the Board of Directors and to make recommendations for any changes;

	·	reviewing annually committee size, membership, and composition, including chairpersonships, and recommending any changes to the Board of Directors for approval; and

	·	reviewing periodically, and at least annually, the corporate governance guidelines adopted by the Board of Directors to assure that they are appropriate for the Company.

The Nominating and Corporate Governance Committee has the authority to retain advisors and seek assistance from third-party search firms with respect to identifying and vetting qualified candidates for the Board’s consideration as the committee deems appropriate.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee consists of Desiree Gruber, Brian Miller and Doug Schillinger. None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our Board of Directors.

Stockholder Engagement

We encourage you to visit the Corporate Governance area of the “Investor Relations” section of our website (https://investors.beautyhealth.com/corporate-governance/documents-and-charters) where you will find detailed information about our corporate governance practices and policies, including our Nominating and Corporate Governance Committee charter.

Communications with Directors

The Board of Directors has established a process for stockholders to send communications to our Board. Stockholders may communicate with our Board generally or a specific director at any time by writing to the Company’s Secretary, The Beauty Health Company, 2165 Spring Street, Long Beach, CA 90806. Each communication should specify the applicable director(s) to be contacted, the general topic of the communication, and the number of shares of our Class A Common Stock owned of record (if a record holder) or beneficially owned. We review all messages received and forward any message that reasonably appears to be a communication from a stockholder about a matter of stockholder interest that is intended for communication to our Board. Communications are sent as soon as practicable to the director to whom they are addressed, or if addressed to our Board generally, to our Chairman. Because other appropriate avenues of communication exist for matters that are not of stockholder interest, such as general business complaints, commercial inquiries, employee grievances, or general information about the Company or our products, communications that do not relate to matters of stockholder interest are not forwarded to our Board. In addition, communications that are unduly hostile, threatening, illegal, or similarly unsuitable will be excluded, with the provision that any communication that is so filtered will be made available to any director upon any such director’s request.

Director or Officer Involvement in Certain Legal Proceedings

Securities Class Action

On November 16, 2023, a putative class action was filed in the United States District Court for the Central District of California against the Company, its then-current President and Chief Executive Officer, Andrew Stanleick, its former Chief Financial Officer, Liyuan Woo, and its current Chief Financial Officer, Michael Monahan. The complaint, styled Abduladhim A. Alghazwi, individually and on behalf of all others similarly situated, v. The Beauty Health Company, Andrew Stanleick, Liyuan Woo, and Michael Monahan, Case No. 2:23-cv-09733 (C.D. Ca.) (the “Securities Class Action”), asserts claims for violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder against all defendants (First Claim), and violation of Section 20(a) of the Exchange Act against the individual defendants (Second Claim). The complaint alleges that, between May 10, 2022 and November 13, 2023, defendants materially misled the investing public by publicly issuing false and/or misleading statements and/or omissions relating to Hydrafacial’s business, operations, and prospects, specifically with respect to the performance of and demand for the Syndeo 1.0 and 2.0 devices. The relief sought in the complaint includes a request for compensatory damages suffered by the plaintiff and other members of the putative class for damages allegedly sustained as a result of the alleged securities violations.

On January 16, 2024, putative class members Jeff and Kevin Brown (the “Browns”), Priscilla and Martjn Dijkgraaf (the “Dijkgraafs”), and Joseph Jou filed three competing motions for appointment as lead plaintiff under the Private Securities Litigation Reform Act (“PSLRA”), 17 U.S.C. § 78u-4(a)(3). On January 31, 2024, Joseph Jou filed a notice of non-opposition to the Browns’ and Dijkgraafs’ motions for appointment as lead plaintiff. On May 2, 2024, the court granted the Dijkgraafs’ motion for appointment as lead plaintiff and approved the Dijkgraafs’ counsel, Hagens Berman, as lead counsel. On July 1, 2024, lead plaintiffs filed a consolidated amended class action complaint asserting the same causes of action as the original complaint. The Securities Class Action case is assigned to U.S. District Judge Sherilyn Peace Garnett. On September 30, 2024, the Company filed a motion to dismiss the consolidated amended class action complaint in its entirety. Plaintiffs filed their opposition brief on November 22, 2024, and the Company filed its reply brief on December 23, 2024. A hearing on the Defendants’ motion to dismiss was scheduled for January 15, 2025. On January 10, 2025, the court granted the parties’ joint stipulation to adjourn the January 15, 2025 hearing. On January 17, 2025, the court granted the parties’ joint stipulation to withdraw briefing on Defendants’ motion to dismiss without prejudice to refiling and to briefly stay proceedings so that the parties can complete a private mediation. The parties conducted the private mediation on March 27, 2025. The parties were unable to reach a settlement at the mediation, and Defendants intend to refile its motion to dismiss with the court.

The Company believes that the claims asserted in the Securities Class Action have no merit and intends to vigorously defend them. The Company is unable to reasonably estimate the possible loss or range of loss, if any, associated with these claims.

Consolidated Derivative Action

On February 8, 2024, a derivative complaint was filed in the Delaware Court of Chancery against the Company’s former President and Chief Executive Officer, Andrew Stanleick; its former Chief Financial Officer, Liyuan Woo, and members of the Company’s Board of Directors (the “Board of Directors”): Brenton Saunders, Marla Beck, Michael Capellas, Julius Few, Desiree Gruber, Michelle Kerrick, Brian Miller, and Doug Schillinger, with the Company as the nominal defendant. The complaint, styled Margie Elstein, derivatively on behalf of The Beauty Health Company v. Brenton Saunders, Marla Beck, Michael Capellas, Julius Few, Desiree Gruber, Michelle Kerrick, Brian Miller, Doug Schillinger, Andrew Stanleick, and Liyuan Woo, C.A. No. 2024-0114-LWW (Del. Ch.) (the “Elstein Derivative Action”), asserts a single claim for breach of fiduciary duty against the individual defendants based on the alleged disclosure of knowingly false information and/or the alleged failure to respond to red flags relating to Hydrafacial’s business, operations, and prospects, specifically with respect to the performance of and demand for the Syndeo 1.0 and 2.0 devices. The plaintiff-stockholder further maintains that no demand was made upon the Company’s Board of Directors prior to the initiation of the Elstein Derivative Action based on allegations that a majority of the Board of Directors was not disinterested or independent with respect to the fiduciary duty claim, such that demand should be excused as futile. The relief sought in the complaint includes a finding of demand futility, a finding that the individual defendants are liable for breaching their fiduciary duties (as current/former officers and directors), and an award of compensatory damages for harm suffered by the Company and its stockholders for harm allegedly sustained as a result of the alleged fiduciary duty violation.

On May 1, 2024, a derivative complaint was filed in the Delaware Court of Chancery against the Company’s former President and Chief Executive Officer, Andrew Stanleick; its former Chief Financial Officer, Liyuan Woo, and current members of the Company’s Board of Directors: Brent Saunders, Marla Beck, Michael Capellas, Julius Few, Desiree Gruber, Michelle Kerrick, Brian Miller, and Doug Schillinger, with the Company as the nominal defendant. The complaint, styled Richard Montague, derivatively on behalf of The Beauty Health Company v. Andrew Stanleick, Liyuan Woo, Brent Saunders, Marla Beck, Michael Capellas, Julius Few, Desiree Gruber, Michelle Kerrick, Brian Miller, and Doug Schillinger, C.A. No. 2024-0463-LWW (Del. Ch.) (the “Montague Derivative Action”), asserts claims for (i) breach of fiduciary duty, (ii) gross mismanagement, (iii) waste of corporate assets, (iv) unjust enrichment, and (v) aiding and abetting against the individual defendants based on allegations that the individual defendants made materially false and/or misleading statements, as well as failing to disclose material adverse facts about the Company’s business, operations, and prospects, specifically relating to the Syndeo 1.0 and 2.0 devices. The relief sought in the Montague Derivative Action includes (a) awarding damages for harm suffered by the Company allegedly sustained as a result of the individual defendants’ alleged breach of fiduciary duties, gross mismanagement, waste of corporate assets, and unjust enrichment, (b) awarding damages for harm suffered by the Company allegedly sustained as a result of the Company’s directors’ alleged aiding and abetting of breaching their fiduciary duties, (c) directing the Company to reform and improve its corporate governance and internal procedures, to comply with its existing governance obligations and all applicable laws, and to protect its investors from a recurrence of the alleged damaging events, and (d) awarding the plaintiff-stockholder the costs and disbursements of the Montague Derivative Action, including reasonable attorneys’ fees, accountants’ and experts’ fees, costs, and expenses.

On May 22, 2024, the parties to the Elstein Derivative Action and Montague Derivative Action submitted a Stipulation and Proposed Order Governing Consolidation, Appointment of Lead, and Deadline to Respond to Operative Complaint. On May 24, 2024, Vice Chancellor Will, who was assigned to both the Elstein Derivative Action and the Montague Derivative Action, entered the Stipulation and Order Governing Consolidation, Appointment of Lead, and Deadline to Respond to Operative Complaint (the “Consolidation Order”). Per the Consolidation Order, the Elstein Derivative Action and the Montague Derivative Action were consolidated into a single derivative action, styled In re The Beauty Health Company Consolidated Stockholder Derivative Litigation, C.A. No. 2024-0114-LWW (Del. Ch.) (the “Consolidated Derivative Action”). The Consolidation Order designated the law firms of Gainey McKenna & Egleston and Komlossy Law, P.A. as co-lead counsel for plaintiffs in the Consolidated Derivative Action, and designated the law firm of Cooch and Taylor, P.A. as Delaware counsel for plaintiffs in the Consolidated Derivative Action. Additionally, the Consolidation Order designated the complaint filed in the Elstein Derivative Action as the operative complaint for the Consolidated Derivative Action, further providing that defendants are not obligated to answer or otherwise respond to the complaint filed in the Montague Derivative Action. The Consolidation Order further provided that defendants shall answer or otherwise respond to the complaint filed in the Elstein Derivative Action by August 25, 2024. This response deadline was subsequently vacated, prior to plaintiffs’ filing, on September 9, 2024, of their Verified Consolidated Amended Stockholder Derivative Complaint (the “Operative Complaint”). On September 16, 2024, defendants filed their Motion to Dismiss the Operative Complaint, or Alternatively, Stay the Proceedings (the “Motion to Dismiss”). Defendants filed their opening brief in support of their Motion to Dismiss and stay on February 28, 2025. Pursuant to a scheduling order entered by the court, Plaintiffs’ answering brief is due May 2, 2025, and Defendants’ reply brief is due June 3, 2025.

The Company believes that the claims asserted in the Consolidated Derivative Action have no merit and intends to vigorously defend them. The Company is unable to reasonably estimate the possible loss or range of loss, if any, associated with these claims, and, accordingly, it has not accrued any liability associated with the Consolidated Derivative Action.

Role of the Board in Risk Oversight

Our Board oversees, with management, the various risks we face. Our Board and management consider risks in all facets of the Company, our business strategy and our overall business.

Our Board dedicates a portion of one meeting each year to evaluating and discussing risk, risk mitigation strategies and the Company’s internal control environment. At this meeting, our Board considers an enterprise risk management analysis. Topics examined in the enterprise risk management analysis include, but are not limited to, strategic, operational, financial and compliance risks. Our Board’s risk oversight also includes an annual review of our strategic plan. Because overseeing risk is an ongoing process and inherent in our strategic decisions, our Board also receives input from senior management and considers risk at other times in the context of specific proposed actions.

In addition to our Board’s risk oversight responsibility, the Board’s committees are also charged with overseeing risks within their areas of responsibility and reviewing with the Board significant risks identified by management and management’s response to those risks. For example, our Audit Committee provides oversight to legal and compliance matters and assesses the adequacy of our risk-related internal controls. Our Compensation Committee considers risk and structures our executive compensation programs, if any, to provide incentives to appropriately reward executives for growth without undue risk taking. In addition, our Nominating and Corporate Governance Committee assesses risks relating to our corporate governance practices and the independence of our Board.

While our Board is actively involved in overseeing our risk management process, management is responsible for assessing and managing risk on a day to-day basis. Our Board focuses on our general risk management strategy and ensures that appropriate risk mitigation strategies are implemented by management. Certain departments, such as accounting, finance, legal, regulatory compliance, and individuals within other departments, focus on specific risks associated with different aspects of our business, from regulatory, environmental, and financial risks to commercial and strategic risks. Senior members of management responsible for risk management report regularly to the appropriate Board committee or the Board, as appropriate. Our Board believes its administration of its risk oversight function has not negatively affected our Board’s leadership structure.

Cybersecurity Governance

Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology (“IT”) risks. The Audit Committee oversees management’s implementation of our cybersecurity program.

Management participates in discussions and updates the Audit Committee, as necessary, regarding any material cybersecurity incident as well as incidents with lesser potential impact. The Audit Committee reports to the full Board of Directors regarding its activities, including those related to cybersecurity. The full Board of Directors also receives briefings from management on our cyber risk program on an as-needed basis. Members of our Board of Directors receive presentations on cybersecurity topics from our Chief Information Security Officer, internal staff, or external experts as part of the Board of Directors’ continuing education on topics that impact public companies.

Our management team is responsible for assessing and managing our material risks from cybersecurity threats. The team (and team personnel who support our information security program) has primary responsibility for our overall cybersecurity program and supervises both our internal cybersecurity personnel and our retained external cybersecurity third party vendors and consultants. In addition, our team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal personnel, threat intelligence and other information obtained from governmental, public or private sources, including external vendors and consultants engaged by us, and alerts and reports produced by security tools deployed in the IT environment. The team is led by our Vice President of Technology, who also currently serves as our Chief Information and Security Officer, and has over 25 years of industry experience leading IT for organizations of similar sizes. Team personnel who support our information security program have relevant educational and industry experience, including holding similar positions at previous large companies and government entities.

Environmental, Social and Governance Matters

We are committed to maintaining a strong sense of good corporate citizenship that places a high value on the welfare of our employees, the communities in which we operate, and the world as a whole. Highlights of each of these values are set forth below. These values are reflective of our commitment to Environmental, Social, and Governance (“ESG”) matters and are fundamentally embedded in our operations and culture. We believe effectively prioritizing and managing our ESG topics will create long-term value for our stakeholders, including our providers, consumers, suppliers, and partners, which in turn will create long-term value for our stockholders. We also believe that transparently disclosing the goals and relevant metrics related to our ESG topics will allow our stakeholders to be informed about our progress.

Environmental Matters

We participate in a recycling program through our local waste management facility to divert all recyclable materials – bottles, cans, plastics, paper, and cardboard – from landfills. Our facilities provide for recycling, and our electronic waste is sent to locally approved e-waste recycling centers.

Social

Data Privacy and Security

We recognize that protecting personal data and ensuring data privacy measures are integral to both our social responsibility and our long-term success. To that end, we have implemented policies and procedures designed to uphold consumer privacy and safeguard the data we collect. Our brands’ websites include an accessible privacy policy that explains:

	·	Data Collection and Usage: How each brand obtains, processes, and uses personal information in the course of delivering our products and services.

	·	Data Disclosure: The limited circumstances under which each brand shares information with third parties.

	·	Data Subject Rights: How individuals can opt out, access, update, or delete their information, enhancing transparency and consumer control.

In recognition of the importance of data protection, including cybersecurity, we have implemented measures intended to safeguard the security, confidentiality, and privacy of our systems and information assets. These measures encompass both organizational and technical controls, and include ongoing training programs to ensure that all employees understand their roles and responsibilities regarding data protection.

By striving to maintain high standards of data privacy and security, we aim to not only fulfill our regulatory obligations, but to also uphold our commitment to social responsibility. We believe this approach helps reinforce trust in our brand and aligns with our broader goal of contributing positively to the communities we serve.

Human Rights

We endorse and respect the goals and principles of the United Nations (“UN”) Universal Declaration of Human Rights and the International Labor Organization Declaration on Fundamental Principles and Rights at Work.

This includes everyone’s right to life and liberty, the protection of law, and freedom from slavery and torture – within our operations and business relationships. We also seek to apply relevant sections of the UN Guiding Principles on Business and Human Rights.

While government authorities have the primary responsibility for protecting human rights, we believe we have a duty to respect the human, cultural, and legal rights of individuals and communities, and to avoid adverse human rights impacts through our own activities. This responsibility includes the fair treatment and meaningful involvement of all people, regardless of race, ethnicity, color, gender, gender identity, national origin, religion, sexual orientation or income level. In addition, we adhere to and comply with all local and national regulations in our operating areas and aim to respect the rights of all people within our spheres of influence.

Our commitment to many of these rights is articulated in our Code of Business Conduct and Ethics and other company policies. Our Code of Business Conduct and Ethics and related policies prohibit workplace harassment, violence or discrimination. These policies apply to our employee recruitment, training, development, compensation, performance management and benefits at the Company.

We also identify and proactively engage with stakeholders within or adjacent to our operations regarding potential risks, including human rights risks, and our response plans. Additionally, we are committed to ensuring that slavery, human trafficking, and other human rights violations do not exist in our supply chain or in any part of our business.

Governance

Business Ethics

We have placed the highest emphasis on conducting our business with honesty and integrity. The highest ethical standards are expected of management and employees alike, and we continuously strive to create a corporate culture of honesty, integrity, and trust. Throughout our operations and in our dealings with our stakeholders, we endeavor to engender the confidence that our conduct is beyond reproach.

The policies we have developed are intended to:

	·	Offer guidance in understanding our policies, interpreting laws, and handling company-related issues and situations;

	·	Foster clear, ethical behaviors and conduct to create an atmosphere of respect, trust, cooperation, and collaboration throughout the Company and our activities; and

	·	Provide clear and well-defined procedures by which our employees can easily obtain information, ask questions, and, if necessary, report any suspected violations of any of our business ethics policies.

In addition to abiding by all applicable laws, all management and employees are required to comply fully with our Code of Business Conduct and Ethics which sets forth the Company’s values, business culture, and practices.

A copy of our Code of Business Conduct and Ethics may be found on our website: www.beautyhealth.com under the heading “Governance”, and then “Documents & Charters”.

Corporate Governance

We are committed to ensuring strong corporate governance practices on behalf of our stockholders and other stakeholders. We believe strong corporate governance provides the foundation for financial integrity and stockholder confidence. Our Board of Directors is responsible for the oversight of risks facing the Company, and our management is responsible for the day-to-day management of risk. Our Board of Directors, as a whole, oversees our strategic and business risk, including risks related to financial reporting, compensation practices, ESG, and product developments.

Insider Trading Policy

We adopted an insider trading policy (the “Insider Trading Policy”) governing the purchase, sale and other dispositions of the Company’s securities by its directors, officers, employees and contractors that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations and the applicable Nasdaq listing standards. Our Insider Trading Policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K filed with the SEC on March 12, 2025.

Human Capital Resources

Employees

We have built a team of industry professionals focused on beauty health. As of December 31, 2024, we employed 769 employees, of whom approximately 84% were salaried, with the remainder being compensated on an hourly basis. Set forth below is the geographic makeup of our workforce:

Geographic Location	Number of Employees	% of Total Workforce
United States of America ⁽¹⁾	460	60%
Asia-Pacific	119	15%
Europe, Middle East, and Africa	144	19%
Canada & Latin America	46	6%
Total	769	100%

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⁽¹⁾	As of December 31, 2024, 219 of these employees were based in our Long Beach, California headquarters.

None of our employees are represented by a labor organization or are a party to any collective bargaining arrangement. We believe we have good relations with our employees based on the results of an internal survey we conducted during the fourth quarter of 2024.

Talent Attraction and Development

Hiring, retaining, and developing the best talent globally is key to our success in sustaining long-term growth.

We employ targeted marketing practices through our careers website, which personalizes a user’s experience based on jobseeker location and searching behavior. Jobseekers can also apply for roles from anywhere using any device.

Our talent strategy is focused on employee engagement and investments in career development, as well as measuring, recognizing, and rewarding performance. Our investments include providing programs to ensure our employees are equipped with the right skillsets and knowledge, as well as providing opportunities to transfer to other functions or regions through short-term and long-term assignments. For instance, we provide our employees with a 3-5 day training program that informs and educates our employees about our business model, marketing strategies, and other related topics about our business operations. We believe these programs and opportunities create a pipeline of talent and leadership among our employees, while fostering a sense of shared ownership necessary to drive and deliver on our long-term strategy.

To enhance our culture and measure our human capital objectives, we regularly engage with our employees. We provide several mechanisms for our employees to provide their feedback, including direct discussions with managers, employee surveys, interactive town hall meetings, and team offsite meetings. Based on our review of employee feedback, we develop action plans and implement them to enhance employee satisfaction and to ensure alignment with our overall human capital strategy.

Workplace Practices and Policies

The Company is an equal opportunity employer committed to inclusion and diversity and to providing a workplace free of harassment and discrimination.

Diversity and Inclusion

As a beauty health company, we believe that it is important for our workforce to reflect the diversity of our consumers and be representative of the society in which we live. We firmly believe an inclusive work environment is essential for a successful and thriving business and enables us to better understand our consumers, drive innovation, and stimulate creativity. We recognize the importance of all types of diversity at leadership levels and throughout our organization.

Our objective in creating an environment of inclusion is to enhance our ability to attract and retain the best talent globally and promote a sense of belonging. We continuously encourage a culture of fairness, equal access to opportunities, including positions of leadership, and transparency in employment matters. We have enhanced our strategy in many areas including hiring, employee engagement, development, and talent management to further support diversity and inclusion across our organization. For instance, we have identified several priorities designed to guide our efforts in this matter such as increasing diverse representation throughout our organization, creating an environment where every employee feels included and valued for who they are, and promoting equal opportunity in recruitment, hiring, training, development, and advancement across our organization.

As of December 31, 2024, a breakdown of our workforce is as follows:

Employee Population	Race/Ethnicity		Gender
	% Minority ⁽¹⁾	% White	% Female	% Male
U.S. Workforce	51%	49%	68%	32%
U.S. Managers & Above	42%	58%	67%	33%
U.S. Officers	29%	71%	57%	43%

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⁽¹⁾	In the United States, 51% of employees identified as Black or African American, Hispanic or Latino, American Indian, Alaska Native, Asian American, Native Hawaiian, or other Pacific Islander.

Compensation and Benefits

Consistent with our core values, our “Total Rewards” programs take care of our employees by offering competitive compensation and flexible, comprehensive benefits programs designed to attract, motivate, and retain world-class talent. We continuously review and ensure our compensation packages are competitive across all markets in which we operate. For instance, in addition to base pay (which is based on specific circumstances, including role and experience, geographic location, and performance), we offer annual cash performance-based incentives and equity-based long-term incentive awards for eligible employees.

Our robust benefit programs, which vary by country, include basic and supplemental health and insurance benefits, health savings and flexible spending accounts, access to a personal health advocate, family leave, life and disability insurance, employee assistance programs, physical, mental and financial well-being programs, retirement savings plans, and pet insurance, to name a few.

Workplace Health and Safety

Maintenance of a safe, healthy work environment is a basic policy of our Company. The backbone of our Safety & Health program is the accountability of line management, who are informed and guided by supporting staff. Our policy is to maintain the safety and healthfulness of the workplace for all employees, contractors, and visitors to reduce the probability and magnitude of injuries, illnesses, and financial loss.

Our program requirements and statement of basic policy represent the essential elements of our Safety & Health program. These requirements define minimum standards that apply, in a program and physical sense, to every employee and every workplace in which our people are employed. These requirements establish a frame of reference for assessing our progress in achieving important program objectives. Such progress will be monitored, but with the understanding that, in some of our facilities, subject to the influence of prevailing local practices and limited capabilities, certain requirements represent longer-range commitments that cannot be fully implemented in the short term.

Changes and additions to the program requirements will take place as needed through legal consultation to ensure the maintenance of a Safety & Health program that reflects the commitment and best interests of all at the Company. The establishment and maintenance of a safe environment is the shared responsibility between the employer and employees at all levels of the organization. To this end, every reasonable effort will be made in achieving the goal of accident prevention and health preservation.

The Company has developed and implemented a comprehensive Injury and Illness Prevention Program. The goal of this program is to protect employees, agency employees, contractors, and visitors by providing an active safety program for the prevention of injuries, accidents, and illnesses. The Company has a designated environmental, health, and safety (“EHS”) department to provide a clear focal point for the safety program. The EHS department has appointed “Department Safety Coordinators” to implement and maintain the program at each location. The Department Safety Coordinators are the Department Heads of the Company and are an integral part of the Safety Awareness Team.

2024 DIRECTOR COMPENSATION

Each of our non-employee directors receives an annual fee payable in cash. In addition, so that our non-employee directors have an ownership interest aligned with our stockholders, each non-employee director also receives an annual grant of restricted stock units (“RSUs”). Members of our Board committees receive an additional annual fee for each committee on which they serve. We also reimburse our directors for reasonable costs related to travel expenses and other out-of-pocket costs incurred in connection with attendance at Board meetings. On an annual basis, the Compensation Committee reviews the compensation of our non-employee directors with our independent compensation consultant and makes recommendations to the Board with respect to any changes. Our non-employee director compensation program was last reviewed in April 2024.

Our Director compensation program is summarized in the table below.

Annual Cash Retainer	$	45,000
Annual Equity Grant
Restricted stock units (target value)	$	150,000
Vesting Schedule		One-year
Cash Fee for Committee Members
Non-Executive Chairman	$	100,000
Audit Committee Member	$	10,000
Compensation Committee Member	$	7,500
Nominating and Corporate Governance Committee Member	$	5,000
Cash Fee for Committee Chairs
Audit Committee Chair	$	20,000
Compensation Committee Chair	$	15,000
Nominating and Corporate Governance Committee Chair	$	10,000

For 2024, each non-employee director received an annual equity award in the form of RSUs that had a target grant date value equal to $150,000 (the “RSU Target Value”). However, for 2025, the Compensation Committee has determined that each non-employee director shall receive an annual equity award in the form of RSUs with a target grant date value equal to 25% less than the RSU Target Value ($112,500) in order to compensate each non-employee director appropriately taking into consideration the price per share of the Company’s Class A Common Stock.

The following table provides compensation information for fiscal year 2024 for each non-employee member of our Board of Directors. Employee directors do not receive any separate compensation for their Board activities. The compensation for Marla Beck, our Chief Executive Officer, is located in the “Executive Compensation” section of this Proxy Statement and includes all compensation paid to Ms. Beck for her services as a non-employee member of our Board of Directors. Amounts and/or percentages may not foot due to rounding.

Name	Fees Earned or Paid in Cash ($) ⁽¹⁾		Stock Awards ($) ⁽²⁾		Total ($)
Brenton L. Saunders⁽³⁾		145,000		150,000		295,000
Michael D. Capellas⁽³⁾		65,000		150,000		215,000
Stephen J. Fanning ⁽³⁾		820		0		820
Michelle Kerrick ⁽³⁾		70,000		150,000		220,000
Brian Miller ⁽³⁾		57,500		150,000		207,500
Desiree Gruber ⁽³⁾		52,500		150,000		202,500
Douglas Schillinger ⁽³⁾		70,000		150,000		220,000

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⁽¹⁾	Director cash fees under the program are payable in arrears in four equal quarterly installments.

⁽²⁾	The number of RSUs granted was determined by dividing the grant date value of the award by $1.91, the closing price of the Company’s Class A Common Stock on July 8, 2024. The RSUs vest on the earlier of the one-year anniversary of the grant date and the next annual meeting of stockholders to occur following the grant date, subject to the director’s continuous service and further subject to full accelerated vesting upon a change in control of the Company or the applicable director’s termination of service due to death or disability. If the director’s continuous service terminates for any other reason prior to the applicable vesting date, the RSUs shall automatically be forfeited for no consideration. Directors who are elected or appointed to the Board on a date other than the date of any annual meeting of stockholders may receive a pro-rated annual RSU award in connection with his or her commencement of service on the Board. The dollar value of RSU awards granted during 2024 were computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all RSUs and option awards made to our directors in Note 12 to the consolidated financial statements included in our Annual Report.

⁽³⁾	The aggregate numbers of unvested RSU awards held as of December 31, 2024 by each non-employee director other than Mr. Saunders and Mr. Fanning was 392,670. The aggregate number of unvested and vested but unexercised option awards, and unvested RSU awards held as of December 31, 2024 by Mr. Saunders was 1,991,351, and by Mr. Fanning was 0.

Non-Employee Director Deferral Plan

The Company previously adopted a Non-Qualified Deferred Compensation Plan (the “Deferred Compensation Plan”) on March 1, 2022 for Directors to attract and retain non-employee members of the Board of Directors of the Company by providing them with an opportunity to defer receipt of a portion of their RSUs and other specified compensation. Equity-based compensation deferrals are credited in the form of units with each unit equal in value to one share of the Company’s Class A Common Stock, based on the units awarded to the participant under the terms of the Company’s equity compensation plan. Each unit is paid in the form of one share of the Company’s Class A Common Stock. A participant may not allocate units to another investment option under the Deferred Compensation Plan. A participant may not allocate cash deferrals into units of the Company’s Class A Common Stock. The Deferred Compensation Plan is intended to meet the requirements of Code Section 409A and shall be operated and interpreted consistent with that intent.

On December 14, 2023, the Board of Directors authorized and approved to terminate the Deferred Compensation Plan. The Company expects to completely terminate the Deferred Compensation Plan by the end of 2025.

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent external audit firm retained to audit the Company’s financial statements. Our Audit Committee has selected Deloitte to serve as our independent registered public accounting firm to audit the consolidated financial statements of the Company for the fiscal year ending December 31, 2025. As a matter of good corporate governance, we are asking the stockholders to ratify the selection of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

Stockholders are not required to ratify the appointment of Deloitte as our independent registered public accounting firm. If stockholders fail to ratify the appointment, the Audit Committee will consider whether or not to retain Deloitte. Even if the appointment is ratified, the Audit Committee may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

Deloitte has served as our auditor since 2020. A representative of Deloitte is expected to be present virtually at the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.

Principal Accountant Fees and Services

The following table sets forth the aggregate fees billed by Deloitte for the fiscal years ended December 31, 2024 and December 31, 2023:

	2024		2023
Audit Fees ⁽¹⁾	$	2,818,674	$	2,514,610
Tax Fees		720,770		571,466
Total Fees	$	3,539,444	$	3,086,076

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⁽¹⁾	Fees for audit services included fees associated with the annual audits for the years ended December 31, 2024 and 2023 and the quarterly reviews of the financial statements included in our quarterly reports on Form 10-Q in 2024 and 2023 .

Pre-Approval Policies

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services rendered by Deloitte, our independent registered public accounting firm. The Audit Committee pre-approves specified services in defined categories of audit services, audit-related services and tax services up to specified amounts, as part of the Audit Committee’s approval of the scope of the engagement of Deloitte or on an individual case-by-case basis before Deloitte is engaged to provide a service. The Audit Committee has determined that the rendering of non-audit services by Deloitte is compatible with maintaining the principal accountant’s independence. All of the fees earned by Deloitte described above were attributable to services pre-approved by the Audit Committee.

Vote Required

If a quorum is present, the selection of Deloitte as our independent registered public accounting firm will be ratified if we receive the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions will have no effect on the outcome of this proposal. We do not expect broker non-votes to occur in connection with this proposal because brokers, banks, trustees and other nominees have discretionary voting authority to vote shares on this proposal under stock exchange rules without specific instructions from the beneficial owner of such shares.

Recommendation of the Board of Directors

Our Board of Directors unanimously recommends that the stockholders vote FOR the ratification of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

AUDIT COMMITTEE REPORT

Our Audit Committee currently consists of four directors: Michelle Kerrick (Chair), Michael D. Capellas, Doug Schillinger, and Stephen J. Fanning are each, in the judgment of the Board of Directors, an independent director. The Audit Committee acts pursuant to a written charter that has been adopted by the Board of Directors. A copy of the charter is available on the investor relations section of our website located at www.beautyhealth.com under the heading “Governance”, and then “Documents & Charters”.

The Audit Committee oversees our financial reporting process on behalf of the Board of Directors. The Audit Committee is responsible for retaining our independent registered public accounting firm, evaluating its independence, qualifications and performance, and approving in advance the engagement of the independent registered public accounting firm for all audit and non-audit services. The Audit Committee’s specific responsibilities are set forth in its charter. The Audit Committee reviews its charter at least annually.

Management has the primary responsibility for the financial statements and the financial reporting process, including internal control systems and procedures designed to ensure compliance with applicable laws and regulations. Our independent registered public accounting firm, Deloitte & Touche LLP, is responsible for expressing an opinion as to the conformity of our audited financial statements with generally accepted accounting principles.

The Audit Committee has reviewed and discussed with management the Company’s audited financial statements. The Audit Committee has also discussed with Deloitte & Touche LLP all matters that the independent registered public accounting firm was required to communicate and discuss with the Audit Committee, including the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC. In addition, the Audit Committee has met with the independent registered public accounting firm, with and without management present, to discuss the overall scope of the independent registered public accounting firm’s audit, the results of its examinations, its evaluations of the Company’s internal controls and the overall quality of our financial reporting.

The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm its independence.

Based on the review and discussions referred to above, the Audit Committee recommended to our Board of Directors that the Company’s audited financial statements be included in our Annual Report.

AUDIT COMMITTEE

Michelle Kerrick (Chair)

Michael D. Capellas

Doug Schillinger

Stephen J. Fanning

Members of the Audit Committee

EXECUTIVE OFFICERS

Below is biographical information for each of our current executive officers as of the date of this Proxy Statement, other than Marla Beck (whose biographical information is included under “Proposal 1: Election of Seven Directors” on page 6). Each of these executive officers serve at the discretion of the Board of Directors and the Chief Executive Officer.

Name	Age	Position
Marla Beck	54	Chief Executive Officer
Michael Monahan	53	Chief Financial Officer
Ron Menezes	62	Chief Revenue Officer
Sheri Lewis	59	Chief Supply Chain and Operations Officer

Marla Beck has served as the Company’s Chief Executive Officer since April 8, 2024. From November 20, 2023 to April 8, 2024, she served as our Interim Chief Executive Officer. Ms. Beck was the co-Founder and former CEO of Bluemercury, a high growth, disruptive omnichannel beauty retailer founded in 1999 and acquired by Macy’s Inc. in 2015. Ms. Beck led Bluemercury as CEO from 1999 to 2021, including as the chief executive officer of a division of Macy’s from 2015 to 2021. Ms. Beck was responsible for all aspects of operations, including digital strategies, marketing, merchandising, loyalty programming, product development, supply chain, real estate, store expansion and development, finance, and human resources across 180 locations and 27 states. Ms. Beck was also the co-founder of M-61 Laboratories, the creators of clean, sustainable brands M-61 Powerful Skincare and Lune+Aster Cosmetics. Prior to founding Bluemercury, Ms. Beck was a consultant at McKinsey & Company. Ms. Beck received her B.A. from the University of California, Berkeley, her Master of Public Administration from the Harvard Kennedy School and her M.B.A. from Harvard Business School.

Michael Monahan has served as the Company’s Chief Financial Officer since August 10, 2023. Prior to his appointment, Mr. Monahan served as the Chief Financial Officer for Casper Sleep Inc., a publicly-traded sleep products company that was formerly listed on the New York Stock Exchange, from August 2020 to July 2022. From June 2019 to October 2019, Mr. Monahan served as the Chief Financial Officer for HEXO Corp., a publicly-traded consumer packaged goods company formerly listed on the New York Stock Exchange and the Toronto Stock Exchange. From May 2013 to June 2019, Mr. Monahan served as the Chief Financial Officer of Nutrisystem, Inc., a publicly-traded weight management products company formerly listed on The Nasdaq Stock Market LLC. From January 2009 to May 2013, Mr. Monahan served as the Chief Financial Officer of PetroChoice Holdings, Inc., a distributor of industrial, commercial and passenger car lubricants. Mr. Monahan received his B.A. from Villanova University, and received his M.B.A. from the University of Chicago.

Ron Menezes has served as the Company’s Chief Revenue Officer since October 15, 2024. Prior to his appointment, Mr. Menezes served as a director, President and Chief Executive Officer of Sientra, Inc., a publicly traded medical aesthetic products company that was formerly listed on NASDAQ, from November 2020 through June 2024. Prior to joining Sientra, Inc., Mr. Menezes served as President and General Manager for Almirall U.S. – Dermatology from August 2017 until November 2020. Prior to joining Almirall, Mr. Menezes served as Vice President of Sales and Operations of Assertio Therapeutics, Inc. (formerly Depomed Inc.), a specialty pharmaceutical company, from 2016 until August 2017. Formerly, Mr. Menezes served in a series of leadership roles at Allergan plc, Abbott Laboratories, Astellas Pharma Inc., Pfizer Inc. and Eli, Lilly and Co. Mr. Menezes also serves as a director of Diverse Biotech, Inc., a company specializing in oncology drug discovery. Mr. Menezes holds a B.S. in International Business from Brigham Young University.

Sheri Lewis has served as the Company’s Chief Supply Chain and Operations Officer since April 9, 2024. Prior to her appointment, Ms. Lewis established herself as an industry leader in the areas of global supply chain and manufacturing operations. From January 2021 to April 2024, Ms. Lewis was the EVP of global supply chain operations at Avantor, Inc., where she served on the executive committee and led Avantor’s global integrated supply chain strategy and operational performance with oversight of over 3,500 associates. From September 2009 to December 2020, Ms. Lewis served in various positions at Medtronic, most recently as VP of global operations, responsible for 32 global manufacturing sites, 19,000 people, and the end-to-end value stream. Earlier, Ms. Lewis held positions of increasing responsibility at Honeywell, including VP of materials management, planning and procurement, and at Fabrico, where she was general manager. Ms. Lewis holds a Bachelor of Arts degree in organization management from Concordia University, and is the recipient of a number of awards, including Global Operations and Business Services Leader of the Year.

PROPOSAL 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS SET FORTH IN THE “EXECUTIVE COMPENSATION SECTION” OF THIS PROXY STATEMENT.

Section 14A of the Exchange Act requires us to hold a separate non-binding advisory stockholder vote to approve the compensation paid to our named executive officers (a “say-on-pay” vote).

Our stockholders have the opportunity to vote to approve on a non-binding, advisory basis, the compensation paid to our named executive officers (the “NEOs”) as disclosed in the “Compensation Discussion and Analysis” (the “CD&A”) and “Executive Compensation” sections of this Proxy Statement that follow, as required by Section 14A of the Exchange Act. This “say-on-pay” vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and our compensation philosophy, policies and practices as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the CD&A and the compensation tables and narrative included in the Executive Compensation section of this Proxy Statement.

At our 2022 annual meeting of stockholders, we held an advisory (non-binding) vote to determine the frequency of future say-on-pay votes. Based on the voting results for this proposal at the 2022 annual meeting of stockholders, the Board determined that the say-on-pay vote would be conducted annually until the next advisory vote is held to determine the frequency of the say-on-pay vote, which will occur no later than our 2028 annual meeting of stockholders.

We believe that our CD&A and other compensation disclosures included in this Proxy Statement evidence a sound and prudent compensation philosophy and set of policies and practices, and that our compensation decisions are consistent with our “pay-for-performance” philosophy and related policies and practices. We also believe that our compensation programs effectively align the interests of our executive officers with those of our stockholders by tying a significant portion of our executives’ compensation to the Company’s performance and by providing a competitive level of compensation needed to recruit, retain and motivate talented executives critical to our long-term success.

For the foregoing reasons, we are asking our stockholders to indicate their approval, on an advisory basis, of the compensation paid to our NEOs as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the CD&A and the compensation tables and narrative included in the Executive Compensation section of this Proxy Statement by voting in favor of the following resolution. While this vote is non-binding, we value the opinions of our stockholders and will consider the outcome of the vote when making future decisions concerning executive compensation.

RESOLVED, that the compensation paid to the named executive officers of The Beauty Health Company, as disclosed in this Proxy Statement pursuant to the SEC’s executive compensation disclosure rules, which disclosure includes the Compensation Discussion and Analysis, the compensation tables and narrative included in the Executive Compensation section of this Proxy Statement, is hereby approved.

Vote Required

If a quorum is present, the compensation of our NEOs will be approved, on an advisory basis, if we receive the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Because your vote is advisory, it will not be binding on the Company, our Board or our Compensation Committee. However, the Board and the Compensation Committee will consider the outcome of the vote when making future decisions regarding the compensation of our NEOs.

Recommendation of the Board of Directors

Our Board of Directors unanimously recommends that the stockholders vote FOR the approval, on an advisory basis, of the compensation of our NEOs as disclosed in this Proxy Statement.

COMPENSATION DISCUSSION AND ANALYSIS

General

In this CD&A section, we provide an overview and analysis of the compensation awarded to or earned by our NEOs identified in the Summary Compensation Table below during fiscal 2024, including the elements of our compensation program for NEOs, material compensation decisions made under that program for fiscal 2024, and the material factors considered in making those decisions. For 2024, our NEOs include two current executive officers and two former executive officers named below and in the executive compensation tables of this Proxy Statement, as follows:

	·	Marla Beck, Chief Executive Officer, Director, and former Interim Chief Executive Officer;⁽¹⁾

	·	Michael Monahan, Chief Financial Officer;⁽²⁾

	·	Brad Hauser, former Chief Operating Officer;⁽³⁾

	·	Daniel Watson, former Chief Revenue Officer;⁽⁴⁾

______________

⁽¹⁾	Ms. Beck was appointed as our President and Chief Executive Officer on April 8, 2024. Prior to that, she served as our Interim Chief Executive Officer from November 20, 2023, to April 8, 2024.

⁽²⁾	Mr. Monahan commenced employment as our Chief Financial Officer on August 10, 2023.

⁽³⁾	Mr. Hauser served as our Chief Operating Officer from April 19, 2023 to April 9, 2024. From April 9, 2024 to June 7, 2024, Mr. Hauser remained with the Company in an advisory role.

⁽⁴⁾	Mr. Watson served as our Chief Revenue Officer from January 5, 2023 to October 14, 2024. From October 14, 2024 to December 31, 2024, Mr. Watson remained with the Company in an advisory role.

The Company acknowledges that it had two actively-employed NEOs as of December 31, 2024, instead of five, due to the Company’s organizational structure changes that became effective starting in February 2023. These changes caused the geographic division leaders to cease to qualify as “executive officers” as defined in Exchange Act Rule 3b-7.

However, as of February 25, 2025, the Board determined that based on an evolution of Mr. Ronald Menezes’ role as Chief Revenue Officer, and Ms. Sheri Lewis’ role as Chief Supply Chain and Operations Officer of the Company, the scope of their duties has increased to include policy making functions. Due to this determination, the Board designated Mr. Menezes and Ms. Lewis Section 16 Officers.

Executive Summary

2024 Compensation Highlights

Consistent with our compensation philosophy, key compensation decisions for 2024 included the following:

Base Salaries

We continue to target the market median of our peers for our 2024 base salaries based on the market analysis of our independent compensation consultant, as described further below. We believe that providing base salaries at the current level allows us to attract and retain superior talent in a competitive market.

Annual Cash Incentives

We target our 2024 target annual cash incentives for our NEOs at the median level of our peers, based on the market analysis of our independent compensation consultant, as described further below.

For 2024, our Compensation Committee selected performance goals for our performance based annual cash incentive plan that were intended to promote our business plan and short-term goals, including with respect to revenue, adjusted EBITDA, and consumable sales growth. For 2024, the total weighted performance based annual cash incentive payments as a percent of target was 7.05%. See “Annual Performance-based Cash Incentive Compensation” below for more detail.

Equity-Based Long-Term Incentives

In 2024, we granted approximately 72% of our NEOs’ annual target direct compensation as equity-based compensation in the form of RSUs and performance based units (“PSUs”, and together with the RSUs, the “Equity Based Compensation”). Approximately 60% of the Equity Based Compensation was comprised of grants that are time-based RSUs (“RSU Equity Compensation”), with the remaining 40% of the Equity Based Compensation comprised of PSUs. The RSU Equity Compensation vests on each of the first, second, and third anniversaries of the date of grant, subject to continued employment through the applicable vesting date (other than as described throughout this Proxy Statement). PSUs vest based on the Company’s relative total shareholder return (“TSR”) performance compared to a blended peer group of the Company’s Compensation Peer Group (as defined below) and the Dow Jones US Select Medical Equipment Index over a three-year period. We believe that RSUs and relative TSR PSUs (as defined below) effectively align the interests of our executives with those of our stockholders by directly linking compensation to the value of our Class A Common Stock. We grant restricted stock unit awards as a retention tool as they provide the opportunity to receive stock based on the recipient’s continuous employment with the Company through the date the restrictions lapse. We grant relative TSR PSUs, which vest upon the attainment of certain performance metrics over a three-year performance period, to further incentivize our executive officers to deliver superior long-term results in alignment with our stockholders’ interests.

Compensation Governance and Best Practices

We are committed to having strong governance standards with respect to our compensation programs, procedures, and practices. Our key compensation practices include the following:

What We Do		What We Do Not Do
✓	Assess the risk-reward balance of our compensation programs to mitigate undue risks.	X	Do not pay guaranteed bonuses.

✓	Pay the vast majority of executive compensation in the form of incentive awards.	X	Do not provide excessive perquisites.

✓	Emphasize the use of equity compensation to promote executive retention and reward long-term value creation.	X	Do not reprice our underwater stock option awards without stockholder approval.

✓	Take into consideration the compensation levels of an appropriate and relevant peer group of companies when setting compensation.	X	Do not allow executives to participate in the determination of their own compensation.

✓	Engage an independent compensation consultant to advise our Board and Compensation Committee.	X	Do not allow for pledging of our common stock or for employees to hedge or sell short our common stock.

✓	Require our NEOs to satisfy meaningful stock ownership guidelines to strengthen the alignment with our stockholders’ interests.

✓	Cap the maximum payout under our annual incentive awards and maximum vesting percentage of our PSUs

Stockholder Advisory Vote on Named Executive Officer Compensation

At the 2022 annual meeting of stockholders, the stockholders of the Company approved, in a non-binding advisory vote, that the say-on-pay vote required by Section 14A of the Exchange Act will be held every year (the first such vote being at the 2023 annual meeting of stockholders) until the next required vote on the frequency of say-on-pay vote, which is expected to occur on or before the 2028 annual meeting of stockholders.

At the 2023 annual meeting of stockholders, which was virtually held on June 14, 2023, approximately 85.54% of our issued and outstanding shares voted on the say-on-pay proposal and approved the compensation of our NEOs as described in our proxy statement filed with the SEC on April 28, 2023.

At the 2024 annual meeting of stockholders, which was virtually held on June 6, 2024, approximately 88.23% of our issued and outstanding shares voted on the say-on-pay proposal and approved the compensation of our NEOs as described in our proxy statement filed with the SEC on April 26, 2024.

Executive Compensation Objectives and Philosophy

The key objective in our executive compensation program is to attract, motivate, retain, incentivize, and reward leaders who create an inclusive and diverse environment and have the skills and experience necessary to successfully execute on our strategic plan to maximize stockholder value. Our executive compensation program is designed to:

	·	Reward achievement of both operating performance and strategic objectives;

	·	Align the interests of our management and our investors by providing different types of compensation based on short-term and long-term business results and delivering a large portion of total compensation that is tied to our stock in alignment with our stockholders’ interests;

	·	Differentiate rewards based on performance against business objectives to drive a pay for performance culture, with a major portion of executive pay based on achievement of financial performance goals; and

	·	To attract the very best talent necessary for our continued success, we target base pay and variable short and long-term compensation at the market median level.

We strive to set our overall total compensation at a competitive level. Executives may be compensated above or below the targeted market position based on factors such as experience, performance, scope of position and the competitive demand for proven executive talent, as described further below under “Determination of Executive Compensation.”

2024 NEO Pay Mix

The Company’s executive compensation program is designed to strengthen the link between pay and performance by having a significant amount of compensation tied to the achievement of pre-established performance metrics directly related to our business goals and strategies. Using annualized salary and target short and long-term incentive awards, our NEO pay mix is as follows:

CEO 2024 Target Total Direct

Compensation

Other Active NEOs 2024 Target

Total Direct Compensation

Determination of Executive Compensation

Role of Compensation Committee and Executive Officers

The Compensation Committee is responsible for establishing and overseeing our executive compensation programs and annually reviews and determines the compensation to be provided to our NEOs, other than with respect to our Chief Executive Officer, whose compensation is determined by the full Board of Directors (without the Chief Executive Officer).

In setting executive compensation, the Compensation Committee considers a number of factors, including the recommendations of our Chief Executive Officer (other than with respect to the Chief Executive Officer’s own compensation) and our human resources team, current and past total compensation, competitive market data and analysis provided by the Compensation Committee’s independent compensation consultant, Company performance, each executive’s impact on Company results, each executive’s relative scope of responsibility and potential, each executive’s individual performance and demonstrated leadership, and internal equity pay considerations. Our Chief Executive Officer’s recommendations are based on the Chief Executive Officer’s evaluation of each other NEO’s individual performance and contributions, of which our Chief Executive Officer has direct knowledge. Our Board makes decisions regarding our Chief Executive Officer’s compensation, following a recommendation from the Compensation Committee.

Role of Independent Compensation Consultant

To design a competitive executive compensation program that will continue to attract, motivate, retain and reward top executive talent and reflect our compensation philosophy, our Compensation Committee has retained Frederic W. Cook & Co. (“FW Cook”) as an independent compensation consultant to provide executive compensation advisory services, help evaluate our compensation philosophy and objectives, and provide guidance in administering our executive compensation program. The Compensation Committee has evaluated FW Cook’s independence pursuant to the requirements of Nasdaq and SEC rules and has determined that FW Cook does not have any conflicts of interest in advising the Compensation Committee. FW Cook did not provide any other services to the Company in 2024.

Role of Peer Company Information

In consultation with FW Cook, our Compensation Committee selected our peer group for 2024 (the “Company’s Compensation Peer Group”, or the “2024 Peer Group”) as follows, focusing on market capitalization, revenues, industry, and growth-oriented companies:

Axonics, Inc. (AXNX)	Beyond Meat, Inc (BYND)	Cutera, Inc (CUTR)	e.l.f. Beauty, Inc. (ELF)
Establishment Labs (ESTA)	European Wax Center (EWCZ)	Evolus (EOLS)	Hims & Hers Health (HIMS)
InMode (INMD)	Inspire Medical Systems (INSP)	Interparfums, Inc. (IPAR)	iRhythm Technologies, Inc. (IRTC)
OneSpaWorld (OSW)	Revance Therapeutics, Inc. (RVNC)	Sonos Inc. (SONO)	Thorne HealthTech, Inc. (THRN)
YETI Holdings, Inc. (YETI)

In February 2024, FW Cook provided an analysis of data derived from (i) members of the Company’s Compensation Peer Group and (ii) the industry-specific survey, the constituent companies of which were not provided to the Compensation Committee. For 2024, the Compensation Committee used FW Cook’s analysis to help structure a competitive executive compensation program, position executive compensation by considering market data, and make individual compensation decisions based on comparable positions at companies with which we compete for talent. The Compensation Committee believes that reviewing competitive data and benchmarks at the 50^th percentile is useful in its deliberations as our compensation policies and practices must be competitive in the marketplace for us to be able to attract, motivate and retain qualified executive officers.

In addition, in July 2024, our Compensation Committee in consultation with FW Cook, selected our peer group for 2025 as follows (the “2025 Peer Group”):

Beyond Meat, Inc (BYND)	Cutera, Inc (CUTR)	Establishment Labs (ESTA)	European Wax Center (EWCZ)
Evolus (EOLS)	InMode (INMD)	Inogen, Inc (INGN)	Medifast, Inc (MED)
Nature’s Sunshine (NATR)	Nu Skin (NUS)	Olaplex Holdings Inc (OLPX)	OneSpaWorld (OSW)
Revance Therapeutics, Inc. (RVNC)	Sight Sciences Inc (SGHT)	Sonos (SONO)	Tactile Systems Tech (TCMD)
USANA Health Sciences (USNA)

Comparison of 2024 Peer Group vs. 2025 Peer Group

The table below represents a comparison of the 2024 Peer Group to the 2025 Peer Group:

Companies Removed From 2024 Peer Group (Not Reflected in 2025 Peer Group)	Companies Added to 2024 Peer Group (Reflected in 2025 Peer Group)
Axonics, Inc. (AXNX)	Inogen, Inc (INGN)
e.l.f. Beauty, Inc. (ELF)	Medifast, Inc (MED)
Hims & Hers Health (HIMS)	Sight Sciences Inc (SGHT)
Inspire Medical Systems (INSP)	Tactile Systems Tech (TCMD)
Interparfums, Inc. (IPAR)	USANA Health Sciences (USNA)
iRhythm Technologies, Inc. (IRTC)	Nature’s Sunshine (NATR)
Thorne HealthTech, Inc. (THRN)	Nu Skin (NUS)
YETI Holdings, Inc. (YETI)	Olaplex Holdings Inc (OLPX)

The Compensation Committee made these changes to the peer group in order to better reflect those companies that are more similar in terms of industry, product offering, size, market capitalization, and revenue to the Company.

Elements of Compensation

The primary elements of our NEOs’ compensation and the main objectives of each are:

	·	Base Salary – Base salary attracts and retains talented executives, recognizes individual roles and responsibilities, and provides stable income;

	·	Annual Performance-Based Cash Incentive Compensation – Annual performance-based cash incentive compensation promotes short-term performance objectives and rewards executives for their contributions toward achieving those objectives; and

	·	Equity Based Long-Term Incentive Compensation – Equity compensation, provided in the form of restricted stock units and PSUs, aligns executives’ interests with our stockholders’ interests, emphasizes long-term financial and operational performance, and helps retain key executive talent.

In addition, our NEOs may receive one-time and/or special compensation, as well as being eligible to participate in our health and welfare programs and our 401(k) plan on the same basis as our other employees. We also maintain severance and change in control arrangements, which aid in attracting and retaining executive talent and help executives to remain focused and dedicated during potential transition periods due to a change in control. Each of these elements of compensation for 2024 is described further below.

Base Salary

The base salaries of our NEOs are an important part of their total compensation package and are intended to reflect the scope and nature of each officer’s responsibilities. Adjustments to base salary are based upon the named executive officer’s past performance, expected future contributions, changes in responsibilities and internal pay equity. The Compensation Committee reviews the base salaries of our executive officers annually to confirm that their base salary levels remain fair, reasonable and competitive.

The annual base salaries actually received by each of our NEOs as of December 31, 2024 are set forth below:

Name	2024 Base Salary ($)
Marla Beck ⁽¹⁾		1,430,769
Michael Monahan ⁽²⁾		483,077
Brad Hauser ⁽³⁾		228,366
Daniel Watson ⁽⁴⁾		447,923

_______________

⁽¹⁾	Pursuant to Ms. Beck’s employment agreement, Ms. Beck is entitled to an annual base salary of $1,000,000, beginning April 8, 2024. Ms. Beck received a one-time cash bonus of $500,000 in connection with her becoming the President and Chief Executive Officer of the Company on a full-time basis. Ms. Beck previously received a salary of $200,000 per month during her time as Interim Chief Executive Officer. For more information, see “Executive Compensation -- Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table -- Summary of Executive Compensation Arrangements -- Current Executive Officers -- Employment Agreement with Ms. Beck (as President and Chief Executive Officer)”.

⁽²⁾	Pursuant to Mr. Monahan’s employment agreement, Mr. Monahan is entitled to an annual base salary of $485,000. Mr. Monahan received a one-time signing cash bonus of $100,000 in connection with becoming the Chief Financial Officer of the Company. For more information, see “Executive Compensation -- Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table -- Summary of Executive Compensation Arrangements -- Current Executive Officers -- Employment Agreement with Mr. Monahan (as Chief Financial Officer)”.

⁽³⁾	The Company and Mr. Hauser mutually agreed to terminate Mr. Hauser’s employment as Chief Operating Officer of the Company without cause, effective April 9, 2024. From April 9, 2024 to June 7, 2024, Mr. Hauser remained with the Company in an advisory role. Pursuant to Mr. Hauser’s employment agreement with the Company, Mr. Hauser was entitled to an annual base salary of $475,000. However, Mr. Hauser received only $228,366 as his base salary during the fiscal year ended December 31, 2024, due to his termination without cause. Mr. Hauser received a one-time signing cash bonus of $50,000 in connection with him becoming the former Chief Operating Officer of the Company in 2023. For more information, see “Executive Compensation - Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table -- Summary of Executive Compensation Arrangements -- Former Executive Officers -- Employment Offer Letter with Mr. Hauser”.
⁽⁴⁾	The Company and Mr. Watson mutually agreed to terminate Mr. Watson’s employment as Chief Revenue Officer of the Company without cause, effective October 14, 2024. From October 14, 2024 to December 31, 2024, Mr. Watson remained with the Company in an advisory role. Pursuant to Mr. Watson’s employment agreement with the Company, Mr. Watson was entitled to an annual base salary of $430,000. Mr. Watson received $447,923 as his base salary during the fiscal year ended December 31, 2024, due to his termination without cause. The incremental amount is based on pay Mr. Watson earned from December 16, 2024, to December 29, 2024 with such amount being paid in January 2025. For more information, see “Executive Compensation - Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table -- Summary of Executive Compensation Arrangements -- Former Executive Officers -- Employment Offer Letter with Mr. Watson”.

Annual Performance-Based Cash Incentive Compensation

We provide annual performance-based cash incentive compensation to motivate our executive officers to achieve our short-term financial and strategic goals. Annual performance-based cash incentive compensation is based on predetermined financial measures that are chosen by the Compensation Committee at the beginning of the fiscal year and that are aligned with our annual growth objectives.

We believe that our annual performance-based cash incentive compensation:

	·	aligns the interests of our executive officers, our Company, and our stockholders;

	·	supports the Company’s strategic and operating plans;

	·	holds our executive officers accountable for achievement of financial goals; and

	·	attracts, motivates, retains and rewards top talent in our industry

Annual performance-based cash incentive compensation for each executive officer is determined based on a formula consisting of the executive officer’s base salary, target annual cash incentive opportunity, which is set as a percentage of base salary by the Compensation Committee, and a funding percentage, which may range from 0% to 200% of target, of the annual cash incentive compensation pool based on our performance with respect to predetermined financial measures chosen by the Compensation Committee. The Compensation Committee reviews the target annual cash incentive opportunities of our executive officers on an annual basis.

The formula for determining the annual performance-based cash incentive compensation for our executive officers is as follows:

Base Salary

Target Percentage

Funding Percentage

Annual Performance-based Cash Incentive Compensation

Funding for the 2024 annual performance-based cash incentive compensation was based on 60% on revenue, 30% on adjusted EBITDA, and 10% on consumable sales growth as set forth in the table below. Our Compensation Committee believes that using revenue, adjusted EBITDA, and consumable sales growth as performance metrics drives our overall performance, focuses our NEOs on sustaining revenue growth that is profitable while ensuring our NEOs are aligned with our business strategy.

The following table sets forth the weighted payouts for each metric and the aggregate payout for revenue, adjusted EBITDA, and consumable sales growth performance approved by the Compensation Committee.

2024 Performance Goals
Metric	Threshold (40% payout) ⁽¹⁾		Target (100% payout) ⁽¹⁾		Maximum (200% payout) ⁽¹⁾		2024 Actual Achievement ^{(1) (2)}		Unweighted Payout %		Weight		Weighted Payout %
Revenue	$	374.3	$	440.3	$	510.7	$	334.3		0.0%		60%		0.0%
Adjusted EBITDA	$	44.0	$	55.0	$	66.0	$	12.3		0.0%		30%		0.0%
Consumable Sales Growth	$	191.8	$	225.7	$	259.6	$	208.9		70.5%		10%		7.05%
Final Payout														7.05%

_______________

⁽¹⁾	In millions.

⁽²⁾	Amounts may not sum due to rounding.

In fiscal year 2024, our NEOs’ threshold, target, and maximum annual performance-based cash incentive (expressed as a percentage of base salary) were as follows:

Named Executive Officer ⁽¹⁾	Threshold Annual Incentive (Percentage of Base Salary)		Target Annual Incentive (Percentage of Base Salary)		Maximum Annual Incentive (Percentage of Base Salary)
Marla Beck		40%		100%		200%
Michael Monahan		24%		60%		120%
Brad Hauser		24%		60%		120%
Daniel Watson		28%		70%		140%

_______________

⁽¹⁾	Employees who join the Company on or after October 1 of the applicable year are not eligible to participate in our annual performance-based cash incentive program.

Overall performance based on the weighted results set forth above resulted in a total achievement percentage of 7.05%, and therefore, the total payout to each NEO under the 2024 annual performance-based cash incentive plan were as follows:

Named Executive Officer	Target Annual Incentive (Amount)			Achievement Percentage		Total Annual Incentive Earned (Amount) ⁽¹⁾
Marla Beck	$	692,308			7.05%	$	48,808
Michael Monahan	$	289,846			7.05%	$	20,434
Brad Hauser ⁽²⁾	$	139,212	⁽²⁾		0.0%	$	0
Daniel Watson ⁽³⁾	$	315,862	⁽³⁾		7.05%	$	22,268

_______________

⁽¹⁾	Amounts are also set forth in the column entitled “Non-Equity Incentive Plan Compensation” in the “Summary Compensation Table (2024, 2023 and 2022)” below.

⁽²⁾	Represents a pro rata portion of Mr. Hauser’s target annual incentive amount due to his termination on April 9, 2024. We entered into a separation agreement on April 29, 2024 in connection with Mr. Hauser’s termination without cause. For more information on the amounts paid to Mr. Hauser in connection with his separation agreement, see “—Mr. Hauser’s Severance Benefits.”

⁽³⁾	Represents a pro rata portion of Mr. Watson’s target annual incentive amount due to his termination on October 14, 2024. We entered into a separation agreement on November 11, 2024 in connection with Mr. Watson’s termination without cause. For more information on the amounts paid to Mr. Watson in connection with his separation agreement, see “—Mr. Watson’s Severance Benefits.”

Equity-Based Long-Term Incentive Awards

We view equity-based compensation as a critical component of our balanced total compensation program. Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns interests of executives and our stockholders.

Our Compensation Committee believes it is essential to provide equity-based compensation to our executive officers to link the interests and risks of our executive officers with those of our stockholders, reinforcing our commitment to ensuring a strong relationship between the Company’s performance and pay.

Annual Long-Term Incentive Program

Our long-term incentive program for 2024 for our named executive officers was comprised of two components: time-based RSUs and PSUs.

	·	Restricted Stock Units – We grant RSU awards as a retention tool as they provide the opportunity to receive stock generally only if the recipient continues to be employed by us on the date the restrictions lapse.

	·	Performance-based Restricted Stock Units – We grant PSUs, which vest upon the attainment of certain performance metrics, to further incentivize our executive officers to deliver superior long-term results.

In 2024, the total value of each NEO’s annual equity award was granted 75% in RSUs, which vest one-third each year over a three-year period, and 25% in PSUs, which vest based on the Company’s TSR performance compared to a blended peer group of the Company’s Compensation Peer Group and the Dow Jones US Select Medical Equipment Index over a three-year period. The mix of different types of awards is intended to combine the retention and downside risk benefits inherent in RSUs with meaningful incentive and shareholder-value-creation benefits inherent in PSUs, while mitigating the perceived excessive risk that potentially manifests itself through a single type of award approach.

Restricted Stock Units Granted in 2024

In 2024, annual RSU grants were made in April to our NEOs. These RSU awards vest in three equal installments on the first, second, and third anniversary of the grant date subject to cancellation or acceleration as provided in the individual RSU award agreements. The number of RSU awards granted to each NEO is based upon the grant date fair value of the RSUs.

Performance-Based Restricted Stock Unit Awards

Final Results of Relative TSR Vested Performance-Based Restricted Stock Unit Awards Granted in 2022

In February 2022, annual PSU grants were made for all NEOs. These awards were earned at a rate between 0% and 200% of target and vested after a three-year performance period between January 1, 2022 and December 31, 2024 based on the Company’s relative TSR performance compared to the Russell 3000 index (the “2022 TSR PSUs”). Following the end of the three-year performance period, the Company’s relative TSR was less than the 20^th percentile, resulting in no shares earned.

Relative TSR Vested Performance-Based Restricted Stock Unit Awards Granted in 2024

In 2024, annual PSU grants were made in April to Ms. Beck, Mr. Watson, and Mr. Monahan. These awards will be earned at a rate between 0% and 200% of target and will cliff vest after a three-year performance period between January 1, 2024 until December 31, 2026 based on the Company’s relative TSR performance compared to a blended peer group of the Company’s Compensation Peer Group and the Dow Jones US Select Medical Equipment Index in accordance with the table below (the “TSR PSUs”).

Earnout (% of Target)		Relative TSR
200.0%		85^th percentile
166.7%		75^th percentile
133.3%		65^th percentile
100.0%		55^th percentile
67.9%		40^th percentile
46.4%		30^th percentile
25.0%		20^th percentile
0.0%		<20^th percentile

Stock Price Vested Performance-Based Restricted Stock Unit Awards Granted in 2024

In 2024, Ms. Beck, in connection with her position as President and Chief Executive Officer, received a PSU award with a performance-based vesting based on the achievement of stretch stock price goals over a three-year period and subject to her continued employment through the end of the performance period (the “Stock Price PSUs”). It was intended that this component would reward her for exceptional performance and, similarly, no payout would be delivered for performance that failed to meet the objectives established by the Compensation Committee. The Compensation Committee believes this approach helps to align the compensation and objectives of our CEO with the Company and its stockholders.

The actual number of Stock Price PSUs that will vest on the last day of the performance period will be determined based on the Company’s average stock price during the four quarterly test periods in 2026. If the average closing price in the highest quarter is (a) $5.00 per share, then 50% of the PSU Award will vest at the time of such determination, and (b) $7.50 per share, then 100% of the PSU Award will vest at the time of such determination. This vesting percentage is described as follows:

Average Stock Price During the Applicable Measurement Period	Vesting Percentage (% of Maximum)
Less than $5.00	0.0%
$5.00	50.0%
$7.50 or greater	100.0%

If the Company’s average stock price falls between $5.00 and $7.50, the vesting percentage used to determine the number of earned Stock Price PSUs will be interpolated on a linear basis.

2024 RSU and PSU Grants to NEOs

In 2024, we made the following grants of RSUs and PSUs to our NEOs:

Name	Number of RSUs		Number of TSR PSUs (at target)		Number of Stock Price PSUs (at maximum)⁽¹⁾		2024 Total LTI Grant Date Fair Value
Marla Beck ⁽²⁾		837,662		279,220		441,558	$	5,709,798
Michael Monahan ⁽²⁾		292,207		97,402		0	$	1,752,266
Brad Hauser ⁽²⁾		0		0		0	$	0
Daniel Watson⁽²⁾		243,506		81,168		0	$	1,460,220

_______________

⁽¹⁾	Represents Stock Price PSUs granted under the Company’s 2021 Incentive Award Plan (the “2021 Plan”). Each Stock Price PSU converts on a one-for-one basis to the Company’s Class A Common Stock upon vesting.

⁽²⁾	Includes all RSUs issued by the Company in fiscal year 2024 for annual RSU grants issued to the NEOs that vest in three equal installments on the first, second, and third anniversary from the date of such grant.

These grants were approved by the Compensation Committee and the Board following consideration of the factors set forth above under “Determination of Executive Compensation.”

For a description of certain accelerated vesting provisions applicable to the RSUs and PSUs granted to our NEOs during 2024, see “Potential Payments Upon Termination or Change in Control” below.

One-time and/or Special Compensation

Retention Bonus

On November 9, 2023, our Board of Directors approved a grant of special cash retention bonuses (each, a “Cash Retention Award”) and restricted stock unit awards (each, a “RSU Retention Award”, and together with the Cash Retention Award, the “Retention Bonus”) to three of the Company’s NEOs: Mr. Monahan, Mr. Hauser, and Mr. Watson (each, a “Participant”). The Retention Bonus was granted to enable the Company to motivate and retain the Participants through the uncertainty stemming from the Company’s previously announced business transformation program to reduce operating costs and streamline its operations.

On June 7, 2024, each of Mr. Monahan and Mr. Hauser received $85,500 in connection with their respective Cash Retention Award, and Mr. Watson received $88,200 in connection with his Cash Retention Award. In addition, on December 1, 2024 and prior to the net settlement of the shares underlying the RSU Retention Award, Mr. Monahan received 88,355 shares in connection with his RSU Retention Award. In connection with Mr. Watson’s termination from the Company without cause, effective as of October 14, 2024, Mr. Watson’s RSU Retention Award was accelerated in full and he received 156,250 shares prior to the net settlement of such shares. Mr. Hauser’s RSU Retention Award was forfeited and cancelled in connection with his termination from the Company without cause, effective as of April 9, 2024.

Remediation Bonus

On August 6, 2024, the Compensation Committee approved the grant of a cash-based bonus in the amount of $300,000 to Mr. Monahan (the “Remediation Bonus”), provided that Mr. Monahan achieves the following performance goals by April 15, 2025 (the “Target Date”), the satisfaction of which will be determined by the Company (collectively, the “Remediation Goals”): Mr. Monahan must ensure (i) that a written remediation plan to address the Company’s Inventory Material Weakness as further described in Part I, Item 4 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 8, 2024, is implemented by April 15, 2025, whereby the remediation plan must establish a process for ongoing monitoring and oversight, appropriate training, and appropriate system enhancements to address (a) physical existence of inventory, (b) excess and obsolete inventory, and (c) inventory pricing and purchase agreements, including non-trade vendor receivables and potential disputes with vendors, and (ii) that systems and processes are in place to align the Company’s sales and operational planning process with the Company’s demand planning and inventory management process.

The Company has determined that Mr. Monahan has successfully achieved the Remediation Goals in 2025.

Employee and Other Benefits

Our NEOs are eligible to participate in a variety of retirement, health, insurance and welfare and paid time off benefits similar to, and on the same basis as, our other salaried employees.

We maintain a 401(k)-retirement savings plan for our employees, including our NEOs, who satisfy certain eligibility requirements. Our NEOs are eligible to participate in the 401(k) plan on the same terms as other full-time employees. The Internal Revenue Code (the “Code”) allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. Currently, we match contributions made by participants in the 401(k) plan up to a specified percentage of the employee contributions, and these matching contributions are fully vested as of the date on which the contribution is made. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan, and making fully vested matching contributions, adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our NEOs, in accordance with our compensation policies.

In 2022, we adopted a Deferred Compensation Plan for certain employees and members of the Board. The Deferred Compensation Plan permits eligible participants to defer receipt of compensation pursuant to the terms of the plan. The Deferred Compensation Plan permits participants to contribute, on a pre-tax basis, up to (i) 5% - 75% of the participant’s base salary, (ii) 5% - 100% of the participant’s bonus/commissions, and (iii) 5% - 66% of the participant’s restricted stock units earned in the upcoming plan year. We may credit a participant’s account with Company contributions in our sole discretion. Deferred Compensation Plan participants may designate investments for deferrals in a variety of different deemed investment options. To preserve the tax deferred status of deferred compensation plans, the IRS requires that the available investment alternatives be “deemed investments.” Participants do not have an ownership interest in the funds they select; the funds are only used to measure the gains or losses that are attributed to the participant’s deferral account over time. However, on December 14, 2023, the Board of Directors authorized and approved the termination of the Deferred Compensation Plan. The Company expects to completely terminate the Deferred Compensation Plan by the end of 2025.

We believe the benefits described above are necessary and appropriate to provide competitive compensation packages to our NEOs.

We do not provide excessive perquisites to our NEOs, and we do not view perquisites or other personal benefits as a significant component of our executive compensation program. In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual executive officer in the performance of the executive’s duties, to make our executive officers more efficient and effective, and for recruitment, motivation, or retention purposes. All future practices with respect to perquisites or other personal benefits will be approved by the Compensation Committee.

Severance and Change in Control Arrangements

We are party to employment agreements or an employment offer letter with each of our NEOs, each of which provide for severance benefits and payments upon certain involuntary terminations without cause or resignations for “good reason”, as defined in each employment agreement or offer letter. Our Compensation Committee believes that these types of arrangements are necessary to attract and retain executive talent and are a customary component of executive compensation. In particular, such arrangements can mitigate a potential disincentive for our NEOs when they are evaluating a potential acquisition of the Company and can encourage retention through the conclusion of the transaction. The payments and benefits provided under our severance and change in control arrangements are designed to be competitive with market practices. A description of these arrangements, as well as information on the estimated payments and benefits that our NEOs would have been eligible to receive as of December 31, 2024 are set forth in “Potential Payments Upon Termination or Change in Control” below.

Other Policies and Considerations

Clawback Policy

We believe in maintaining best practices for our executive compensation program. Consistent with that belief, our Board of Directors has adopted an Amended and Restated Clawback Policy with respect to incentive-based cash and equity compensation in the event of a material restatement of our publicly disclosed financial statements as a result of material noncompliance with financial reporting requirements under applicable law. The policy provides the Compensation Committee with the discretion to recover cash incentives and equity and equity-based awards from current and former executive officers, as well as from other senior executives or employees who the Compensation Committee determines are subject to the policy.

Stock Ownership Guidelines

We believe that stock ownership aligns the interests of our NEOs and directors with our stockholders and encourages long-term management of the Company for the benefit of its stockholders. Accordingly, our stock ownership guidelines that apply to our NEOs and to our non-employee directors are aligned with market practice.

Named Executive Officer Guidelines
CEO and Executive Chair	Ownership Multiple	6x base salary
CEO and Executive Chair	Years to Comply	5 years to meet
Other NEOs	Ownership Multiple	3x base salary
Other NEOs	Years to Comply	5 years to meet

Non-Employee Director Guidelines
Non-Employee Directors	Ownership Multiple	5x cash retainer
	Years to Comply	5 years to meet

Under our stock ownership guidelines, shares counted toward the ownership requirements include vested shares, vested and unvested time-based restricted stock, RSUs, deferred stock units, stock held in the Company’s 401(k) plan and stock owned in trust by spouses or children. NEOs and non-employee directors are required to retain 100% of the after-tax shares received from the Company if guidelines are not met within five years.

Derivatives Trading, Hedging, and Pledging Policies

Our Insider Trading Policy provides that no employee, officer, or director may acquire, sell, or trade in any interest or position relating to the future price of Company securities, such as a put option, a call option or a short sale, or engage in hedging transactions. In addition, our Insider Trading Policy provides that no employee, officer, or director may pledge Company securities as collateral to secure loans. This prohibition means, among other things, that these individuals may not hold Company securities in a “margin” account, which would allow the individual to borrow against their holdings to buy securities.

Section 409A

The Compensation Committee takes into account whether components of the compensation for our executive officers will be adversely impacted by the penalty tax imposed by Section 409A of the Code, and aims to structure these components to be compliant with or exempt from Section 409A to avoid such potential adverse tax consequences.

Section 162(m)

Section 162(m) of the Code disallows a tax deduction to public companies for compensation in excess of $1 million paid to “covered employees”, which generally includes all NEOs. While the Compensation Committee may take the deductibility of compensation into account when making compensation decisions, the Compensation Committee will award compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not deductible by us.

“Golden Parachute” Payments

Sections 280G and 4999 of the Code provide that certain executive officers and other service providers who are highly compensated or hold significant equity interests may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that we, or a successor, may forfeit a tax deduction on the amounts subject to this additional tax. While the Compensation Committee may take the potential forfeiture of such tax deduction into account when making compensation decisions, it will award compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not deductible by us.

Accounting for Share-Based Compensation

We follow ASC Topic 718 for our share-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, RSUs and PSUs, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our NEOs may never realize any value from their awards.

Compensation Risk Assessment

Each year, the Compensation Committee, in consultation with FW Cook, reviews and evaluates our compensation policies and practices for all employees to assess to what extent, if any, these policies and practices could result in risk taking incentives, whether our compensation policies and practices mitigate such risk taking incentives by properly aligning the interests of our employees with the interests of our stockholders, and whether risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us. In 2025, the Compensation Committee reviewed the results of the 2024 annual compensation risk assessment and concluded that the risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on us.

COMPENSATION COMMITTEE REPORT

The Compensation Committee reviewed and discussed the foregoing Compensation Discussion and Analysis with the Company’s management. Based on this review and discussion with management, the Compensation Committee recommended to the Board of Directors that the CD&A be included in this Proxy Statement. The foregoing report has been furnished by the Compensation Committee.

COMPENSATION COMMITTEE

Doug Schillinger (Chair)

Desiree Gruber

Brian Miller

Members of the Compensation Committee

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table shows the cash and non-cash compensation awarded to or earned by our NEOs during fiscal years 2024, 2023 and 2022. Amounts and/or percentages may not foot due to rounding:

Name and Principal Position	Year	Salary ($)	Bonus ($) ⁽¹⁾	Stock Awards ($) ⁽²⁾	Option Awards ($) ⁽³⁾	Non-Equity Incentive Plan Compensation ($) ⁽⁴⁾	Change In Non-Qualified Deferred Compensation Earnings ($) ⁽⁵⁾	All Other Compensation ($) ⁽⁶⁾	Total ($)
Marla Beck	2024	1,430,769	500,000	5,709,798	–	48,808	–	2,892	7,692,267
Chief Executive Officer and	2023	225,865	–	649,993	–	–	–	175	876,033
Former Interim Chief Executive Officer	2022	–	–	–	–	–	–	–	–
Michael Monahan	2024	483,077	85,500	1,752,266	–	20,434	–	16,513	2,357,790
Chief Financial Officer	2023	168,077	100,000	2,945,310	–	42,839	–	408	3,256,634
	2022	–	–	–	–	–	–	–	–
Brad Hauser	2024	228,366	85,500	–	–	–	–	409,142	723,008
Former Chief Operating Officer	2023	435,904	50,000	4,578,040	–	108,585	–	14,309	5,186,838
	2022	–	–	–	–	–	–	–	–
Daniel Watson	2024	447,923	88,200	1,460,220	–	22,268	19,219	587,311	2,625,141
Chief Revenue Officer	2023	419,231	–	2,444,749	–	112,014	20,968	14,309	3,011,271
	2022	394,350	371,197	2,969,643	–	–	–	11,812	3,747,001

_______________

⁽¹⁾	Consists of signing bonuses to (a) Ms. Beck in connection with her full-time employment on April 8, 2024, (b) Mr. Monahan with his commencement of employment on August 10, 2023, and (c) Mr. Hauser in connection with his commencement of employment on January 3, 2023. Mr. Monahan, Mr. Hauser, and Mr. Watson received a cash retention bonus in recognition of their continued service with the Company through and until June 1, 2024, where such bonuses were paid on June 7, 2024.

⁽²⁾	Amounts reflect the full grant-date fair value of time-based RSU awards and/or PSUs granted in the fiscal years noted and computed in accordance with ASC Topic 718 for stock-based compensation transactions. Please refer to Note 12 to the consolidated financial statements included in our Annual Report for a discussion of additional assumptions used in calculating grant date fair value. The value of the PSU awards set forth above is based on the probable outcome of the performance conditions on the grant date. The grant date fair value of the PSUs granted to each of our NEOs in 2024, assuming the highest level of achievement of the performance conditions, was $7,269,581 in the aggregate for Ms. Beck, Mr. Monahan, and Mr. Watson. Mr. Hauser did not receive any RSU or PSU awards in fiscal year 2024 due to the date of his separation. For information with respect to the individual RSU awards and PSU awards made for fiscal year 2024, please see the “Grants of Plan-Based Awards in Fiscal 2024” table below.

⁽³⁾	Amounts reflect the full grant-date fair value of time-based stock options granted in the fiscal years noted and computed in accordance with ASC Topic 718 for stock-based compensation transactions. Please refer to Note 12 to the consolidated financial statements included in our Annual Report for a discussion of additional assumptions used in calculating grant date fair value.

⁽⁴⁾	Amounts reflect the total payout to each NEO under our 2024 annual performance-based cash incentive program. For more information, see “Annual Performance-based Cash Incentive Compensation”.

⁽⁵⁾	Represents the change in value of the NEO’s Non-Qualified Deferred Compensation earnings (“NQDC”).

⁽⁶⁾	The amounts shown in this column for 2024 consist of the following components (amounts and/or percentages may not foot due to rounding):

Name	Matching Contribution to 401(k) Plan ($)		Life and Disability Insurance Premiums Paid by Company ($)		Severance Paid or Accrued ($)		Unused Floating Holiday Payout⁽¹⁾ ($)		Total ($)
Marla Beck		–		2,892		–		–		2,892
Michael Monahan		13,800		2,713		–		–		16,513
Brad Hauser		4,385		1,103		400,000		3,654		409,142
Daniel Watson		10,793		5,911		567,299		3,308		587,311

_______________

⁽¹⁾	The unused floating holiday payout was made in connection with the termination of each of Mr. Hauser and Mr. Watson, as of April 9, 2024 and October 14, 2024, respectively.

Grants of Plan-Based Awards in Fiscal 2024

The following table provides supplemental information relating to grants of plan-based awards made during fiscal year 2024 to help explain information provided above in our Summary Compensation Table. This table presents information regarding all grants of plan-based awards occurring during fiscal year 2024. Amounts and/or percentages may not foot due to rounding:

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards ⁽¹⁾			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or		Grant Date Fair Value of Stock
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	Units (#) ⁽²⁾		Awards ($) ⁽³⁾
Marla Beck
2024 Annual Incentive Plan		276,923	692,308	1,384,615
RSU Grant	4/9/24							837,662		3,224,999
PSU Grant⁽⁴⁾	4/9/24				220,779	220,779	441,558			686,623
PSU Grant⁽⁵⁾	4/9/24				69,805	279,220	558,440			1,798,177
Michael Monahan
2024 Annual Incentive Plan		116,400	291,000	582,000
RSU Grant	4/9/24							292,207		1,124,997
PSU Grant⁽⁵⁾	4/9/24				24,350	97,402	194,804			627,269
Brad Hauser
2024 Annual Incentive Plan		55,685	139,212	278,423
Daniel Watson
2024 Annual Incentive Plan		120,400	301,000	602,000
RSU Grant	4/9/24							243,506	⁽⁶⁾	937,498
PSU Grant⁽⁵⁾	4/9/24				20,292	81,168	162,336			522,722

_______________

⁽¹⁾

Amounts in this column represent cash performance bonus opportunities for our NEOs in 2024 under our annual performance-based cash incentive plan, which is described above in the CD&A section under “Annual Performance-Based Cash Incentive Compensation”. Ms. Beck and Mr. Hauser’s targets reflect a pro-rata portion based on the full-time employment start- and end-dates in 2024.

⁽²⁾	Represents RSUs granted to our NEOs pursuant to the 2021 Plan. The number of shares shown reflects the 2024 RSU awards granted under the 2021 Plan. The RSU awards made in fiscal year 2024 vest in three equal installments on the first, second, and third anniversary of the date of grant, assuming continued employment with the Company through the applicable vesting date.

⁽³⁾	Amounts reflect the full grant-date fair value of the RSUs or PSUs, as applicable, granted during fiscal year 2024 in accordance with ASC Topic 718. The value of PSU awards set forth above is based on the probable outcome of the performance conditions on the grant date. We provide information regarding the assumptions used to calculate these values in Note 12 to the consolidated financial statements included in our Annual Report.

⁽⁴⁾	Represents Stock Price PSUs granted under the 2021 Plan. Each Stock Price PSU converts on a one-for-one basis to the Company’s Class A Common Stock upon vesting. See “Stock Price Vested Performance-Based Restricted Stock Unit Awards” in the CD&A section above for additional details.

⁽⁵⁾	Represents TSR PSUs granted under the 2021 Plan. Each TSR PSU converts on a one-for-one basis to the Company’s Class A Common Stock upon vesting. See “Performance-Based Restricted Stock Units” in the CD&A section above for additional details.

⁽⁶⁾	Represents RSUs granted pursuant to the 2021 Plan, of which 162,337 RSUs vested on November 22, 2024.

Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

Summary of Executive Compensation Arrangements

Each of our NEOs is or was party to an employment agreement or employment offer letter, as applicable, with us, as more fully described below. For information regarding the severance payments and benefits that our NEOs are eligible to receive, please see “Potential Payments Upon Termination or Change in Control” below.

Current Executive Officers

Employment Agreement with Ms. Beck (as President and Chief Executive Officer)

Effective April 8, 2024, the Board of Directors appointed Ms. Beck as our President and Chief Executive Officer on a permanent basis. In connection with her appointment as President and Chief Executive Officer, we entered into an employment agreement with Ms. Beck (the “Beck Employment Agreement”) on April 8, 2024. Under the Beck Employment Agreement, Ms. Beck will receive (i) an annual base salary of $1,000,000 (the “Beck Base Salary”), (ii) a one-time cash bonus of $500,000, subject to an 18-month retention requirement, (iii) an annual cash performance bonus targeted at 100% of the Beck Base Salary, and (iv) a long-term incentive equity award with a value of $6,000,000, pursuant to the Company’s 2021 Incentive Award Plan (the “2021 Plan”), to be issued in the form of (a) RSUs and PSUs, with a grant-date value of $4,300,000 (the “RSU/PSU Award”), where the RSUs in the RSU/PSU Award will vest ratably on an annual basis over a three-year period from the grant date, and the PSUs in the RSU/PSU Award will vest based on relative total shareholder return and will have the same vesting terms applicable to the annual award of PSUs granted to other senior executives of the Company for 2024, and (b) an award of PSUs with a grant-date value of $1,700,000 (the “PSU Award”), which will vest based on the performance of the Company’s stock price based on four quarterly test periods within a 3-year performance period from the first quarter of 2024 through the fourth quarter of 2026. Additionally, any remaining unvested RSUs granted to Ms. Beck pursuant to Ms. Beck’s Offer Letter (the “Beck Offer Letter”) vested fully on April 8, 2024.

The Beck Employment Agreement does not provide a Make Whole Payment as was provided in the Beck Offer Letter. Instead, the Beck Employment Agreement provides that, to the extent that any payment or benefit received would be subject to an excise tax, such payments and/or benefits will be subject to a “best pay cap” reduction if such reduction would result in a greater net after-tax benefit to Ms. Beck than receiving the full amount of such payments.

In addition, pursuant to the Beck Employment Agreement, Ms. Beck agrees to be bound by certain non-compete and non-solicitation covenants contained therein. The Beck Employment Agreement contemplates at-will employment, which may be terminated by Ms. Beck or the Company at any time, provided, however, that if Ms. Beck elects to terminate the Beck Employment Agreement, Ms. Beck will provide the Board with sixty days’ advance written notice.

Employment Agreement with Mr. Monahan

Effective August 10, 2023, we entered into an employment agreement with Mr. Monahan. Pursuant to his employment agreement, Mr. Monahan is entitled to (i) an annual base salary of $475,000, (ii) an annual cash performance bonus targeted at 60% of his base salary, (iii) a one-time promotional grant of restricted stock units with an aggregate grant date value of $2,500,000 which RSUs will vest ratably on an annual basis over a three-year period from the effective date, and (iv) eligibility to participate in the Company’s employee benefit plans on the same terms as other senior executives of the Company.

Pursuant to his employment agreement, Mr. Monahan received a one-time signing cash bonus of $100,000, which is subject to repayment on a pro-rata basis in the event of Mr. Monahan’s termination by the Company for “cause” or Mr. Monahan’s resignation without “good reason” (each as defined in Mr. Monahan’s employment agreement) within 12 months following the effective date of the employment agreement.

If Mr. Monahan’s employment is terminated due to his death or “disability” (as defined in his employment agreement) he (or his estate, as applicable) will receive a lump sum cash payment equal to his prorated target annual bonus for the year of termination, and any earned, but unpaid annual bonus for the year prior to the year of termination.

In connection with his entrance into the employment agreement, Mr. Monahan also entered into a proprietary information and inventions assignment agreement which contains indefinite confidentiality and non-disclosure restrictions, invention assignment provisions, non-competition and customer non-solicitation covenants effective during employment, and employee non-solicitation covenants effective during his employment and for up to two years following termination.

Former Executive Officers

Employment Offer Letter with Mr. Hauser

Effective January 3, 2023, we entered into an employment offer letter with Mr. Hauser to serve as Chief Product Officer. Pursuant to his offer letter, Mr. Hauser is entitled to (i) an annual base salary of $410,000, (ii) an annual cash performance bonus targeted at 60% of his base salary, (iii) a one-time long term incentive new hire equity award to be issued in the form of restricted RSUs with a grant-date value of $800,000 and performance-based stock units with an aggregate grant date value of $342,764, and (iv) eligibility to participate in the Company’s employee benefit plans on the same terms as other senior executives of the Company.

Pursuant to his employment offer letter, Mr. Hauser received a one-time signing cash bonus of $50,000, which is subject to repayment on a pro-rata basis in the event of Mr. Hauser’s termination by the Company for “cause” or Mr. Hauser’s resignation without “good reason” (each as defined in Mr. Hauser’s employment offer letter) within 12 months following the effective date of the employment offer letter.

Effective April 19, 2023, the Company promoted Mr. Hauser to Chief Operating Officer of the Company. In connection with his promotion, Mr. Hauser’s (i) annual base salary was increased to $475,000, effective April 19, 2023, and (ii) a one-time long term incentive new hire equity award to be issued in the form of restricted RSUs with a grant-date value of $1,050,000 and performance-based stock units with an aggregate grant date value of $350,000.

In connection with his entrance into his employment offer letter, Mr. Hauser also entered into a proprietary information and inventions assignment agreement which contains indefinite confidentiality and non-disclosure restrictions, invention assignment provisions, non-competition and customer non-solicitation covenants effective during employment, and employee non-solicitation covenants effective during his employment and for up to two years following termination.

On April 8, 2024, the Company and Mr. Hauser mutually agreed to terminate his employment as Chief Operating Officer of the Company without cause, effective as of April 9, 2024 pursuant to the separation agreement. Mr. Hauser remained with the Company in an advisory role until June 7, 2024.

Employment Offer Letter with Mr. Watson

Effective May 4, 2021, the Company entered into an employment offer letter with Mr. Watson for him to serve as Executive Vice President of Sales, Americas. Pursuant to his offer letter, Mr. Watson was entitled to (i) an annual base salary of $371,197, (ii) an annual cash performance bonus targeted at 60% of base salary, (iii) eligibility for annual long-term incentive awards beginning in 2022, with the form of such award and the value of such awards determined by the Compensation Committee, and (iv) eligibility to participate in the Company’s employee benefit plans on the same terms as other similarly-situated employees of the Company.

Effective January 5, 2023, the Company promoted Mr. Watson to Chief Revenue Officer of the Company. In connection with his promotion, Mr. Watson’s (i) annual base salary was increased to $420,000, effective January 1, 2023, and (ii) annual incentive bonus target was increased to 70% of his base salary.

In connection with his entrance into his employment offer letter, Mr. Watson also entered into a proprietary information and inventions assignment agreement which contains indefinite confidentiality and non-disclosure restrictions, invention assignment provisions, non-competition and customer non-solicitation covenants effective during employment, and employee non-solicitation covenants effective during his employment and for up to one year following termination.

On October 8, 2024, the Company and Mr. Watson mutually agreed to terminate his employment as Chief Revenue Officer of the Company without cause, effective as of November 11, 2024 pursuant to the separation agreement. Mr. Watson remained with the Company in an advisory role until December 31, 2024.

Outstanding Equity Awards at Fiscal Year-End Table

The following table summarizes the number of shares of Class A Common Stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2024. Amounts and/or percentages may not foot due to rounding:

Option Awards

Stock Awards

Name

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable ⁽¹⁾

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options

(#)

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested ($) ⁽²⁾

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) ⁽²⁾

Marla Beck

–

837,662

1,331,883

–

220,779

⁽³⁾

351,039

–

69,805

⁽⁴⁾

110,990

Michael Monahan

–

235,405

374,294

–

88,356

140,486

–

292,207

464,609

–

24,350

⁽⁴⁾

38,717

Brad Hauser

–

Daniel Watson

232,500

⁽⁵⁾

77,500

⁽⁶⁾

–

12.85

5/6/2031

⁽⁷⁾

–

_______________

⁽¹⁾

Represents stock options granted pursuant to the 2021 Plan that vest over four years, with 25% of the shares vesting on each of the first four anniversaries of the applicable grant date (which was May 6, 2021 for Mr. Watson) subject to continued employment with the Company through the applicable vesting date. Such stock options are also subject to accelerated vesting in certain circumstances, as described below under “Potential Payments Upon Termination or Change in Control-Accelerated Vesting of Equity Awards.”

⁽²⁾	The values shown equal the number of shares or units multiplied by $1.59, the closing price of a share of our Class A Common Stock on December 31, 2024 as reported on Nasdaq.

⁽³⁾	The Stock Price PSUs vest following the conclusion of the January 1, 2024 through December 31, 2026 performance period based upon the level of attainment of absolute stock price. Values shown assume vesting at threshold. For additional information, see “Stock Price Vested Performance-Based Restricted Stock Unit Awards” in the CD&A section above.

⁽⁴⁾	The TSR PSUs vest following the conclusion of the January 1, 2024 through December 31, 2026 performance period based upon the level of attainment of our relative TSR compared to the relative TSR of companies that comprise of a blended peer group of the Company’s Compensation Peer Group and the Dow Jones US Select Medical Equipment Index in accordance with the table below (the “TSR PSUs”). Values shown assume vesting at threshold. For additional information, see “Performance-Based Restricted Stock Units” in the CD&A section above.

⁽⁵⁾	The options granted to Mr. Watson had an original expiration date of May 6, 2025. However, due to Mr. Watson’s termination, the remaining vested but unexercised options were canceled on December 31, 2024.

⁽⁶⁾	Remaining stock options were to vest on May 6, 2025. However, as a result of Mr. Watson’s termination, the remaining unvested options were canceled on December 31, 2024.

⁽⁷⁾	The options granted to Mr. Watson had an original expiration date of May 6, 2031. However, due to Mr. Watson’s termination, the remaining unvested options were canceled on December 31, 2024.

Option Exercises and Stock Vested in 2024

Option Awards

Stock Awards

Name

Number of

Shares

Acquired on

Exercise

(#)

Value Realized on Exercise

($)

Number of

Shares Acquired

Vesting

(#)

Value

Realized

on Vesting

($) ⁽¹⁾

Marla Beck

–

194,420

⁽²⁾

650,814

Michael Monahan

–

206,057

262,592

Brad Hauser

–

71,306

239,812

Daniel Watson

–

482,302

842,548

_______________

⁽¹⁾	These values represent the aggregate dollar amount realized upon vesting. The value is calculated by multiplying the number of shares of stock that vested by the market value of the shares on the vesting date.

⁽²⁾	In connection with her status as a member of the Board of Directors, Ms. Beck received a grant in 2023 in the amount of 16,357 shares of Class A Common Stock, which fully vested on June 14, 2024. The realized value on vesting was $32,223.

2024 Non-Qualified Deferred Compensation Table

This table summarizes activity during fiscal year 2024 and account balances in our NQDC plan for our NEOs. The NQDC plan permits the executives to defer receipt of a portion of their salary, bonus, incentive awards, long term incentive plan, restricted stock units, performance share units, and other specified compensation. The NQDC plan is not intended to meet the qualification requirements of Code Section 401(a) but is intended to meet the requirements of Code Section 409A and shall be operated and interpreted consistent with that intent.

Executive Contributions in 2024
($)

Beauty Health Contributions in 2024
($)

Aggregate Earnings in 2024
($)

Aggregate Withdrawals/

Distributions
($)

Aggregate Balance as of 12/31/24
($)

Daniel Watson

–

19,219

–

127,995

Potential Payments upon Termination or Change in Control

The following summarizes the potential payments and benefits that would be made to our NEOs upon certain qualifying terminations of their employment with the Company. During the term of their employment, Mr. Hauser and Mr. Watson participated in The Beauty Health Company Amended and Restated Executive Severance Plan (the “Executive Severance Plan”). With respect to Ms. Beck and Mr. Monahan, we are party to employment agreements with each of them that provide for certain severance protections. The severance payments and benefits provided by the Executive Severance Plan and such employment agreements are more fully described below.

Executive Severance Plan

Mr. Hauser and Mr. Watson participated in the Executive Severance Plan, which provides that upon a termination of the applicable NEO’s employment without “cause” or for “good reason” (each as defined in the Executive Severance Plan) before or more than 12 months after a “change in control” by the Company (as defined in the 2021 Plan), the NEO will be entitled to: (1) continued payment of his or her base salary for 12 months following termination, (2) a prorated target annual bonus for the year of termination, and (3) reimbursement of the employer portion of COBRA premium payments, where applicable, for 12 months following termination.

If, within 12 months, 9 months, or 3 months, respectively, following the consummation of a “change in control” of the Company, the applicable NEO’s employment is terminated without “cause” or for “good reason”, the NEO will be entitled to receive the same severance benefits outlined above, along with a cash payment equal to 100%, 100% or 25%, respectively, of the NEO’s target annual bonus for the year of termination.

The Executive Severance Plan also includes a tenure requirement to the calculation of a participant’s cash salary severance. Participants with less than one year tenure will receive pro-rated severance based on the number of months completed (notwithstanding offer or employment agreement terms to the contrary) with a minimum of six months’ severance. Additionally, the Executive Severance Plan calculates each annual bonus based on the pro-rated portion of the participant’s actual bonus earned based on the achievement of applicable performance goals, rather than the pro-rated portion of the participant’s target bonus for the year.

The severance payments and benefits under the Executive Severance Plan are subject to the applicable NEO’s timely execution of a release of claims in favor of the Company. The Executive Severance Plan also includes a Section 280G “best pay” provision, which provides that if any amount received by the NEO pursuant to the Executive Severance Plan or otherwise that would be subject to the excise tax imposed by Section 4999 of the Code, the NEO would receive the full amount of the payments and benefits or an amount reduced so that no portion would be subject to the excise tax, whichever would result in the largest payment to the NEO on an after-tax basis.

Ms. Beck’s Employment Agreement

In connection with Ms. Beck’s appointment as Chief Executive Officer, the Company entered into an employment agreement with Ms. Beck which provides that if Ms. Beck’s employment terminates during the term of the agreement for any reason, then the Company will pay or provide to her: (i) her earned but unpaid salary through the date of termination, (ii) to the extent required by applicable law, any vacation earned but not taken through the date of termination, and (iii) any vested amounts due to her under any plan, program, or policy of the Company.

In addition, upon a termination of Ms. Beck’s employment by the Company without “cause” (as defined in Ms. Beck’s employment agreement) or by Ms. Beck for “good reason” (as defined in Ms. Beck’s employment agreement), prior to the consummation of a “change in control” (as defined in the 2021 Plan) or more than 12 months after the consummation of a “change in control”, then upon her termination, and subject to the terms and conditions described in her employment agreement (including her timely execution and non-revocation of a release in favor of the Company), Ms. Beck will be entitled to receive (i) an amount equal to her earned but unpaid annual bonus for the fiscal year ending immediately prior to the year in which the date of termination occurs, (ii) an amount equal to 18 months of her base salary in effect as of the date of termination, (iii) a pro-rated target annual bonus for the year in which the date of termination occurs, and (iv) subject to her valid election to continue healthcare coverage, reimbursement for premiums charged to continue her and her eligible dependents’ healthcare coverage under COBRA for up to 18 months.

Ms. Beck’s employment agreement also provides that if within 12 months following the consummation of a “change in control”, Ms. Beck’s employment is terminated either by the Company without “cause” or by Ms. Beck for “good reason”, as defined in her employment agreement, then in either case, upon her termination, and subject to the terms and conditions described in her employment agreement (including her execution and non-revocation of a release in favor of the Company), Ms. Beck will be entitled to receive: (i) an amount equal to her earned but unpaid annual bonus for the year ending immediately prior to the year in which the date of termination occurs, (ii) an amount equal to the sum of (A) 18 months of her base salary in effect as of the date of the termination, and (B) one and one-half times her target annual bonus for the year in which the date of termination occurs, (iii) a pro-rated target annual bonus for the year in which the termination occurs, and (iv) subject to her valid election to continue healthcare coverage, reimbursement for premiums charged to continue her and her eligible dependents’ healthcare coverage under COBRA for up to 18 months. Ms. Beck’s employment agreement provides that, (A) if any plan in which such benefits are provides is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A, or (B) the Company is otherwise unable to continue to cover her without incurring penalties, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to her in substantially currently taxable equal monthly installments over the continuation coverage period (or the remaining portion thereof) and the Company shall pay her a gross up for an applicable taxes. Ms. Beck’s employment agreement provides that, to the extent that any payment or benefit received in connection with a change in control would be subject to an excise tax under Section 4999 of the Internal Revenue Code, such payments and/or benefits will be subject to a “best pay cap” reduction if such reduction would result in a greater net after-tax benefit to Ms. Beck than receiving the full amount of such payments.

Mr. Monahan’s Employment Agreement

In connection with Mr. Monahan’s appointment as Chief Financial Officer, the Company entered into an employment agreement with Mr. Monahan which provides that if Mr. Monahan’s employment terminates during the term of the agreement for any reason, then the Company will pay or provide to him: (i) his earned but unpaid base salary through the date of termination, (ii) to the extent required by applicable law, any vacation earned but not taken through the date of termination, and (iii) any vested amounts due to him under any plan, program, or policy of the Company.

In addition, upon a termination of Mr. Monahan’s employment by the Company without “cause” (as defined in Mr. Monahan’s employment agreement) or by Mr. Monahan for “good reason” (as defined in Mr. Monahan’s employment agreement), prior to the consummation of a “change in control” (as defined in the 2021 Plan) or more than 12 months after the consummation of a “change in control”, then upon his termination, and subject to the terms and conditions described in his employment agreement (including his timely execution and non-revocation of a release in favor of the Company), Mr. Monahan will be entitled to receive (i) an amount equal to his earned but unpaid annual bonus for the fiscal year ending immediately prior to the year in which the date of termination occurs, (ii) an amount equal to 12 months of his base salary in effect as of the date of termination, (iii) a pro-rated target annual bonus for the year in which the date of termination occurs, and (iv) subject to his valid election to continue healthcare coverage, reimbursement for premiums charged to continue his and his eligible dependents’ healthcare coverage under COBRA for up to 12 months.

Mr. Monahan’s employment agreement also provides that if within 12 months following the consummation of a “change in control”, Mr. Monahan’s employment is terminated either by the Company without “cause” or by Mr. Monahan for “good reason”, as defined in his employment agreement, then, in either case, upon his termination, and subject to the terms and conditions described in his employment agreement (including his execution and non-revocation of a release in favor of the Company), Mr. Monahan will be entitled to receive: (i) an amount equal to his earned but unpaid annual bonus for the year ending immediately prior to the year in which the date of termination occurs, (ii) an amount equal to the sum of (A) 12 months of his base salary in effect as of the date of termination, and (B) one times his target annual bonus for the year in which the date of termination occurs, (iii) a pro-rated target annual bonus for the year in which the date of termination occurs, and (iv) subject to his valid election to continue healthcare coverage, reimbursement for premiums charged to continue his and his eligible dependents’ healthcare coverage under COBRA for up to 12 months. Mr. Monahan’s employment agreement provides that, to the extent that any payment or benefit received in connection with a change in control would be subject to an excise tax under Section 4999 of the Internal Revenue Code, such payments and/or benefits will be subject to a “best pay cap” reduction if such reduction would result in a greater net after-tax benefit to Mr. Monahan than receiving the full amount of such payments.

Accelerated Vesting of Equity Awards

Under the terms of the 2021 Plan, our NEOs are entitled to accelerated vesting of their stock options, RSUs and PSUs upon certain terminations of employment, as described below.

Stock Options

Upon an NEO’s termination of employment with us due to his or her death or “disability” or, if a “change in control” of the Company is consummated after May 4, 2022 and an NEO’s employment is terminated by us without “cause” or due to such NEO’s resignation for “good reason,” in either case, within 12 months following the consummation of the change in control, his or her options will immediately vest in full. Any accelerated vesting applicable to the NEO’s stock options is subject to the applicable NEO’s execution of a release of claims in favor of the Company.

Restricted Stock Units

If the NEO incurs a termination of service (as defined in the 2021 Plan), due to his or her death or “disability”, or if a “change in control” of the Company is consummated and the NEO’s employment is terminated by us without “cause” or due to such NEO’s resignation for “good reason”, in either case, within 12 months following the consummation of the change in control, his or her RSUs will vest in full (to the extent then-unvested) upon the Company receiving a timely release of claims that becomes effective and irrevocable no later than 60 days following such termination of service.

Relative TSR Performance-Based Restricted Stock Unit Awards

In the event that a “change in control” is consummated during the performance period, and the NEO remains in continued service as an employee until at least immediately prior to such “change in control”, then:

	·	In the event that no “assumption” of the PSUs (as defined in Section 8.3 of the 2021 Plan) occurs in connection with such “change in control”, then, immediately prior to the “change in control”, a number of PSUs determined by multiplying (x) the total number of PSUs granted (at target) by (y) the vesting percentage (calculated as if the performance period ended on the last trading day to occur immediately preceding the closing date of such “change in control” and using the per-share consideration paid or payable (as applicable) in connection with such “change in control” as the Company’s ending price) will automatically vest immediately prior to such “change in control”; and

	·	In the event that an “assumption” of the PSUs occurs in connection with such “change in control”, then, effective immediately prior to the closing of the “change in control”, the PSUs will be deemed to convert into a number of unvested PSUs determined by multiplying (x) the total number of PSUs (at target) by (y) the vesting percentage (calculated as if the performance period ended on the last trading day to occur immediately preceding the closing date of such “change in control” and using the per-share consideration paid or payable (as applicable) in connection with such “change in control” as the Company’s ending price). Such unvested PSUs as so assumed and adjusted in connection with the “change in control” will be eligible to vest in full on the last day of the performance period based solely on the NEO’s continued status as a service provider through such date or upon such NEO’s termination of service as described below.

If the NEO incurs a termination of service (as defined in the 2021 Plan), then:

	·	In the event the NEO incurs a termination of service (as defined in the 2021 Plan) prior to the last day of the performance period (and prior to the consummation of a “change in control”) due to his or her death or “disability”, a number of PSUs equal to the product of (x) the total number of PSUs granted (at target) by (y) the vesting percentage calculated assuming that the Company’s relative TSR at target shall automatically vest upon the Company receiving a timely release of claims that becomes effective and irrevocable no later than 60 days following such termination of service; and

	·	In the event that (A) a “change in control” is consummated and there is an “assumption” of the PSUs and (B) the NEO is terminated by the Company without “cause”, due to his or her resignation for “good reason”, or due to his or her death or “disability”, in any case, within 12 months following the consummation of such “change in control”, all then-outstanding restricted stock units shall vest in full (to the extent then-unvested) upon the Company receiving a timely release of claims that becomes effective and irrevocable no later than sixty days following such termination of service.

Stock Price Vested Performance-Based Restricted Stock Unit Awards

In the event that a “change in control” of the Company is consummated during the four-year performance period applicable to our NEOs’ PSUs and the applicable NEO remains in employment with us until at least immediately prior to such change in control, then (i) if the underlying shares are not publicly traded following the consummation of the change in control and there is not an “assumption” of the PSUs, then a number of PSUs will vest upon the change in control based on the per-share consideration paid (or payable) in connection with the change in control (or, if the change in control is consummated after the third anniversary of the applicable vesting commencement date, based on the Company’s average stock price during the 90-day period ending on the third anniversary of the vesting commencement date (if greater)); and (ii) if the underlying shares are not publicly traded following the consummation of the change in control and there is an “assumption” of the PSUs, the PSUs will convert into a number of unvested restricted stock units based on per-share consideration paid (or payable) in connection with the change in control (or, if the change in control is consummated after the third anniversary of the applicable vesting commencement date, based on the Company’s average stock price during the 90-day period ending on the third anniversary of the vesting commencement date (if greater)). The unvested restricted stock units (as so assumed and adjusted) would remain outstanding and eligible to vest on the last day of the performance period, subject to the NEO’s continued service through the applicable vesting date.

In the event the NEO’s service with the Company terminates prior to the last day of the performance period, the PSUs will vest or be forfeited as follows (with any vesting subject to the applicable NEO’s execution of a release of claims in favor of the Company):

Reason for Termination	If Termination Occurs Before 3^rd Anniversary of the Applicable Vesting Commencement Date, then:	If Termination Occurs On or After 3^rd Anniversary of, but before 4^th Anniversary of, the Applicable Vesting Commencement Date, then:
Death or Disability	A number of PSUs will vest based on the Company’s average stock price over the 90 days ending on and including the termination date.	A number of PSUs will vest based on the greater of (i) the Company’s average stock price over the 90 days ending on and including the termination date and (ii) the Company’s average stock price over the 90-day period ending on the 3^rd anniversary of the vesting. commencement date.
Without cause or for good reason prior to the consummation of a change in control	All PSUs will be forfeited without payment upon such termination.	A number of PSUs will vest based on the Company’s average stock price over the 90-day period ending on the 3^rd anniversary of the vesting commencement date.
Without cause or for good reason within 24 months after consummation of a change in control	A number of PSUs will vest based on the Company’s average stock price over the 90 days ending on and including the termination date.	A number of PSUs will vest based on the greater of (i) the Company’s average stock price over the 90 days ending on and including the termination date and (ii) the Company’s average stock price over the 90-day period ending on the 3^rd anniversary of the vesting commencement date.
Any other reason (including for cause or without good reason)	All PSUs will be forfeited without payment upon such termination.	All PSUs will be forfeited without payment upon such termination.

With respect to the Stock Price PSUs that Ms. Beck received in 2024 in connection with her becoming the President and Chief Executive Officer of the Company on a full-time basis, the Stock Price PSUs will vest in full in the event that Ms. Beck is terminated due to death or disability, or resigns for good reason, or is terminated without cause. In the event of a change in control, then the number of Stock Price PSUs that can vest will be determined based on the change in control sale price (i.e.: the value as determined by the Board of the consideration payable, or otherwise received, by stockholders of the Company pursuant to such change in control).

Estimated Potential Payments

The following table summarizes the payments that would have been made to our NEOs (other than Mr. Hauser and Mr. Watson whose employment ended with us prior to December 31, 2024) upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2024. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination or (ii) other benefits earned or accrued by our NEOs during his or her employment that are available to all salaried employees, such as accrued vacation. The severance and termination benefits paid to Mr. Watson and Mr. Hauser are described below under the headings “Mr. Hauser Severance Benefits” and “Mr. Watson Severance Benefits,” respectively.

Name	Type of Benefit	Termination Without Cause or for Good Reason / Cause (no Change in Control) ($)		Termination Without Cause or for Good Reason / Cause in Connection with a Change in Control ($)		Termination due to Death or Disability ($)
Marla Beck	Cash		2,232,240		3,732,240		732,240
	Equity Acceleration ⁽¹⁾		702,077		2,033,960		2,033,960
	All Other Payments or Benefits		–		–		–
	Total ⁽²⁾		2,934,317		5,766,200		2,766,200
Michael Monahan	Cash		776,000		1,067,000		291,000
	Equity Acceleration ⁽¹⁾		–		838,903		838,903
	All Other Payments or Benefits		28,358		28,358		–
	Total ⁽²⁾		804,358		1,934,261		1,129,903

_______________

⁽¹⁾	With respect to options, the value of equity acceleration was calculated by (i) multiplying the number of accelerated shares of Class A Common Stock underlying the options by $1.59, the closing trading price of our Class A Common Stock on December 31, 2024 as reported on The Nasdaq Capital Market and (ii) subtracting the exercise price for the options. Accelerated options have no value as of December 31, 2024 due to the exercise price being below the closing trading price of $1.59. With respect to RSUs and PSUs, the value of equity acceleration was calculated by multiplying the number of accelerated applicable equity by $1.59, the closing trading price of our Class A Common Stock on December 31, 2024. Under “Termination Without Cause or for Good Reason / Cause in Connection with a Change in Control” accelerated relative TSR PSUs have no value due to performance being under threshold as of December 31, 2024. However, accelerated Stock Price PSUs would fully vest, regardless of the price per share of the Company’s Class A Common Stock. Under “Termination due to Death or Disability” accelerated Stock Price PSUs would fully vest, regardless of the price per share of the Company’s Class A Common Stock.

⁽²⁾	Amounts shown are the maximum potential payments and benefits the applicable NEO would have received as of December 31, 2024 (without taking into account any Code Section 280G “best pay” provision that may result in the reduction of such payments and benefits ).

Mr. Hauser’s Severance Benefits

On April 26, 2024, the Company and Mr. Hauser entered into the Hauser Separation Agreement (the “Hauser Separation Agreement”) in connection with Mr. Hauser’s mutual termination from his position as Chief Operating Officer of the Company without cause, and any other position held as an officer, director or committee member of the Company and its subsidiaries as of April 9, 2024 (the “Hauser Termination Date”). Pursuant to the Hauser Separation Agreement, Mr. Hauser agreed to remain available to assist the Company in an advisory role until no later than June 30, 2024 and served in such advisory role from April 9, 2024 to June 7, 2024 (the “Hauser Separation Date”), and received his current level of compensation and benefits during such period. The Hauser Separation Agreement was effective as of April 29, 2024.

Under the terms of the Hauser Separation Agreement, Mr. Hauser will receive: (i) total separation pay of $400,000, payable biweekly in accordance with the Company’s standard payroll practices for a period of 12 months beginning on the Hauser Termination Date; (ii) a cash payment of $85,500 on June 1, 2024 as part of a prior retention award, and (iii) reimbursement of the employer portion of COBRA premium payments for up to 12 months following the termination (collectively, the “Hauser Severance Benefits”). Any unvested equity awards held by Mr. Hauser will be forfeited as of the Hauser Separation Date.

As consideration for the Hauser Severance Benefits, Mr. Hauser agreed to provide advisory and consulting services on a full-time basis for the Company through the Hauser Separation Date. In addition, Mr. Hauser agreed to provide assistance with transitioning his former responsibilities to the Chief Supply Chain and Operations Officer. Further, Mr. Hauser has agreed to a non-competition covenant until the Hauser Separation Date, which prohibits him from being employed by, consulting for, provide services for or otherwise being affiliated with any entities that manufacture, sell, resell, or distribute microdermabrasion and/or hydrodermabrasion / hydradermabrasion machines. Mr. Hauser further agreed to cooperate with the Company in the event his assistance is reasonably required in connection with any legal proceeding; provided, however, that if Mr. Hauser is required to spend more than 25 hours providing such cooperation and assistance, the Company will pay Mr. Hauser an amount equal to $300 for each incremental hour he spends.

Mr. Watson’s Severance Benefits

On November 11, 2024, the Company and Mr. Watson entered into the Watson Separation Agreement (the “Watson Separation Agreement”) in connection with Mr. Watson’s termination from his position as Chief Revenue Officer of the Company without cause, and any other position held as an officer, director or committee member of the Company and its subsidiaries. Pursuant to the Watson Separation Agreement, Mr. Watson agreed to remain available to assist the Company in an advisory role until no later than January 21, 2025 (the “Watson Separation Date”) and received his current level of compensation during such period. The Watson Separation Agreement was effective as of October 14, 2024.

Under the terms of the Watson Separation Agreement, Mr. Watson will receive: (i) total separation pay of $430,000 (“Watson Cash Severance”), payable biweekly in accordance with the Company’s regular payroll practices for a period of 12 months, (ii) an annual cash bonus earned under the Company’s annual performance-based cash incentive compensation plan for 2024, (iii) so long as Mr. Watson complies with the terms of the Watson Separation Agreement, the Company agreed to enter into a consulting agreement with Mr. Watson in exchange for $40,000 per month beginning on January 1, 2025 and terminating on March 30, 2025, (iv) the accelerated vesting of an aggregate of 329,251 of unvested restricted stock units, in accordance with the terms of the Watson Separation Agreement and the Company’s 2021 Incentive Award Plan, and (v) reimbursement of the employer portion of COBRA premium payments for up to 12 months (collectively, the “Watson Severance Benefits”). Any unvested equity awards held by Mr. Watson will be forfeited as of the Watson Separation Date.

As consideration for the Watson Severance Benefits, Mr. Watson agreed to continue to work on a full-time basis for the Company, and perform work for the Company as directed by the Company’s Chief Executive Officer through the Watson Separation Date. In addition, Mr. Watson also agreed to provide assistance with transitioning his former responsibilities to the Chief Revenue Officer. Further, Mr. Watson has agreed to a non-competition covenant through June 2026, which prohibits him from being employed by, consulting for, provide services for, or otherwise being affiliated with any entities that manufacture, sell, resell, or distribute microdermabrasion and/or hydrodermabrasion / hydradermabrasion machines. Mr. Watson further agreed to cooperate with the Company in the event his assistance is reasonably required in connection with any legal proceeding.

PAY VERSUS PERFORMANCE

Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the compensation actually paid to our named executive officers and certain measures of company performance (“PvP Rules”). The material that follows is provided in compliance with these rules, however, additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made this year is described above in our CD&A.

The following table provides information regarding compensation actually paid to our principal executive officer, or PEO, and other named executive officers for each year from 2021 to 2024, compared to our TSR from our initial public offering date, May 6, 2021 through the end of each such year, and our net income and revenue for each such year.

											Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table Total for First PEO ⁽¹⁾⁽⁵⁾	Compensation Actually Paid to First PEO ⁽¹⁾⁽⁶⁾	Summary Compensation Table Total for Second PEO ⁽²⁾⁽⁵⁾	Compensation Actually Paid to Second PEO ⁽²⁾⁽⁶⁾	Summary Compensation Table Total for Third PEO ⁽³⁾⁽⁵⁾	Compensation Actually Paid to Third PEO ⁽³⁾⁽⁶⁾	Summary Compensation Table Total for Fourth PEO ⁽⁴⁾⁽⁵⁾	Compensation Actually Paid to Fourth PEO ⁽⁴⁾⁽⁶⁾	Average Summary Compensation Table Total for Non-PEO NEOs ⁽⁷⁾	Average Compensation Actually Paid to Non-PEO NEOs ⁽⁸⁾	Total Shareholder Return ⁽⁹⁾	Peer Group Total Shareholder Return ⁽⁹⁾	Net Income (millions) ⁽¹⁰⁾	Revenue (thousands) ⁽¹¹⁾
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)	(l)	(m)	(n)	(o)
2024	$0	$0	$0	$0	$0	$0	$7,692,267	$4,331,297	$1,901,980	$201,973	$12.37	$134.11	($29.1)	$334,294
2023	$0	$0	$0	$0	$9,130,202	($1,220,844)	$876,033	$944,628	$3,777,180	$712,844	$24.20	$103.05	($100.1)	$397,991
2022	$0	$0	$3,464,119	($19,754,948)	$10,361,434	$6,734,905	$0	$0	$2,494,664	($5,247,651)	$70.82	$72.36	$44.2	$365,876
2021	$26,526,940	$2,973,403	$0	$0	$0	$0	$0	$0	$6,616,186	$9,523,295	$188.02	$114.92	($378.7)	$260,086

	⁽¹⁾	The first PEO is Clinton Carnell, who served as PEO in 2021. Any Stock or Option Awards granted in the year were forfeited in the year and therefore had a zero value as of the end of the year. Compensation Actually Paid reflects the sum of Salary and All Other Compensation for the year.

	⁽²⁾	The second PEO is Brenton L. Saunders, who served as our interim CEO from January 1, 2022 to February 6, 2022.

	⁽³⁾	The third PEO is Andrew Stanleick, who served as our PEO for the remainder of 2022 after Mr. Saunders resumed his role as our Executive Chairman for the fiscal year of 2022.

	⁽⁴⁾	The fourth PEO is Marla Beck, who became PEO effective November 20, 2023.

	⁽⁵⁾	Represents the total compensation paid to our PEO in each listed year, as shown in our Summary Compensation Table for such listed year.

	⁽⁶⁾	Compensation actually paid does not mean that our PEO was actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of summary compensation table total compensation under the methodology prescribed under the relevant rules as shown in the adjustment table below.

	2024
	PEO ($)			NEO Average ($)
Summary Compensation Table Total^(a)	$	7,692,267		$	1,901,980
Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year^(b)	$	(5,709,798	)	$	(1,070,829	)
Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year^(c)	$	2,302,660		$	222,166
Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years^(c)	$	0		$	(164,039	)
Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year^(c)	$	0		$	76,840
Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year^(c)	$	46,168		$	(244,046	)
Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	$	0		$	(520,049	)
Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation	$	0		$	0
Compensation Actually Paid	$	4,331,297		$	201,973

	^(a)	We have not reported any amounts in our Summary Compensation Table with respect to “Change in Pension and Nonqualified Deferred Compensation” and, accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to our analysis and no adjustments have been made.

	^(b)	The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

	^(c)	In accordance with PvP Rules, the fair values of unvested and outstanding equity awards to our NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. The assumptions used for determining the fair values shown in this table do not differ materially from those used to determine the fair values disclosed as of the grant date of such awards.

Option Awards: The range of estimates used in the option fair value calculations are as follows:

Assumption	2024	2023	2022	2021
Expected Term	7.00	5.21 - 7.35	4.60 - 8.75	5.60 - 6.00
Volatility	98.04%	72.96% - 100.32%	61.91% - 68.19%	53.52%
Dividend Yield	0%	0%	0%	0%
Risk-Free Rate	4.37%	3.33% - 3.80%	3.04% - 3.94%	1.32% - 1.35%

PSUs with Market Conditions: The range of estimates for performance-based awards with market conditions are as follows:

Assumption	2024	2023	2022	2021
Volatility	111.00%	110.05% - 129.92%	69.69% - 77.08%	56.06% - 57.17%
Dividend Yield	0%	0%	0%	0%
Risk-Free Rate	4.16%	4.13% - 4.67%	4.31%	1.02% - 1.08%

⁽⁷⁾ This figure is the average of the total compensation paid to our NEOs other than our PEO in each listed year, as shown in our Summary Compensation Table for such listed year. The names of the non-PEO NEOs in each year are listed in the table below.

2021-2022 non-PEO NEOs	2023 non-PEO NEOs	2024 non-PEO NEOs
Liyuan Woo	Liyuan Woo	Michael Monahan
Indra Pamamull	Michael Monahan	Daniel Watson
Daniel Watson	Daniel Watson	Brad Hauser
Stephan Becker	Brad Hauser

⁽⁸⁾ This figure is the average of compensation actually paid for our NEOs other than our PEO in each listed year. Compensation actually paid does not mean that these NEOs were actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of Summary Compensation Table total compensation under the methodology prescribed under the SEC’s rules as shown in the table below, with the indicated figures showing an average of such figure for all NEOs other than our PEO in each listed year.

⁽⁹⁾ Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported below and reinvesting all dividends until the last day of each reported fiscal year. Peer Group Total Shareholder Return is based on the S&P Consumer Discretionary Select Sector Index, which is what we have used for Item 201(e) purposes in our Annual Report.

⁽¹⁰⁾ The dollar amounts reported are the Company’s net income reflected in the Company’s audited financial statements.

⁽¹¹⁾ In the Company’s assessment, revenue is the financial performance measure that is the most important financial performance measure (other than total shareholder return and net income) used by the Company in 2024 to link compensation actually paid to performance.

Description of Relationships Between Compensation Actually Paid and Performance

We believe the Company’s pay-for-performance philosophy is well reflected in the table above because the Compensation Actually Paid tracks well to the performance measures disclosed in such tables. The graphs below describe, in a manner compliant with the relevant rules, the relationship between Compensation Actually Paid and the individual performance measures shown.

Relationship between Compensation Actually Paid (CAP) for PEO and NEOs (Average) vs. Cumulative TSR of Company and the Peer Group

The following chart shows the relationship between Compensation Actually Paid to our PEO and Average Compensation Actually Paid to our Other NEOs and our TSR, as well as the relationship between our TSR and the TSR of our peer group.

Relationship between Compensation Actually Paid (CAP) for PEO and NEOs (Average) vs. Net Income

The following chart shows the relationship between Compensation Actually Paid to our PEO and Average Compensation Actually Paid to our Other NEOs and Net Income.

Relationship between Compensation Actually Paid (CAP) for PEO and NEOs (Average) vs. Revenue

The following chart shows the relationship between Compensation Actually Paid to our PEO and Average Compensation Actually Paid to our Other NEOs and Revenue.

Most Important Company Performance Measures for Determining Executive Compensation

Item 402(v) of Regulation S-K also requires that we provide the following tabular list of at least three and not more than seven financial performance measures that we have determined are our most important financial performance measures used to link compensation actually paid to our NEOs for the most recently completed fiscal year to the Company’s performance. These financial performance measures are:

Revenue;

Adjusted EBITDA;

TSR; and

Consumable Sales Growth.

CEO PAY RATIO DISCLOSURE

Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Act, below is the ratio of the annual total compensation of our median employee (excluding our Chief Executive Officer) to the total compensation of our Chief Executive Officer.

The ratio is a reasonable estimate calculated in a manner consistent with SEC requirements. The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below because companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own ratios.

As disclosed in the Summary Compensation Table on page 47 of this Proxy Statement, Ms. Beck’s total compensation for 2024 was $7,692,267. The median of the annual total compensation of all employees (other than Ms. Beck) was $94,000. The ratio of the (a) combined total compensation for Ms. Beck (b) to the annual total compensation of our median-paid employee for fiscal year 2024 was approximately 82:1.

Methodology and Key Assumptions

For purposes of calculating the pay ratio:

	·	with respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for fiscal year 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K; and

	·	with respect to the total compensation for our Chief Executive Officer, we used the “Total” amount reported in the Summary Compensation Table for fiscal year 2024.

The below table summarizes our methodology and key assumptions in setting our consistently applied compensation measure.

Item	Company Practice
Date Selection	The last day of the 2024 fiscal year, December 31, 2024, was used for the calculation.
Annual Total Compensation	We used the following compensation measure based on payroll and equity plan records for all active employees as of the determination date: · For permanent, full-time employees (other than hourly employees), we used (i) the employee’s annual base salary for fiscal year 2024 on an annualized basis and as in effect on the determination date, (ii) the employee’s target annual cash incentive amount for fiscal year 2024 (assuming payout at 100% of target), and (iii) the grant date fair value of the employee’s equity awards awarded in fiscal year 2024; and · For hourly and/or temporary employees, we used (i) actual pay for fiscal year 2024, (ii) any incentives paid in fiscal year 2024, and (iii) the grant date fair value of any equity awards granted in fiscal year 2024.
Employee Workforce Definition	Generally, employees who were active earners at the end of the fiscal year of 2024 were included. The jurisdictions included in the analysis were the United States of America, China, and the United Kingdom.
De-Minimus Rule	We are a global company operating through a direct sales force in over 15 markets, and sell products globally in other markets utilizing a distributor or hybrid business model. For fiscal year 2024, approximately 84% of our employees were salaried, with the remainder being compensated on an hourly basis. Employee groups in certain non-U.S. jurisdictions were excluded as the aggregate total of these employees amounts less than 5 % of our total employee workforce. The jurisdictions excluded were Australia, Canada, France, Germany, Ireland, Italy, Japan, Malaysia, Mexico, New Zealand, Singapore, Spain, Sweden, and United Arab Emirates. The total number of employees excluded from the analysis was approximately 165 based on our total workforce of 769 employees as of December 31, 2024.
Exchange Rates	All figures shown are in U.S. dollars. The amounts originally in non-U.S. dollars, if any, were converted to U.S. dollars using the exchange rate as of the determination date.

This information is being provided for compliance purposes. Neither the Compensation Committee nor management used the pay ratio measure in making compensation decisions.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2024, with respect to the shares of the Company’s Class A Common Stock that may be issued under the Company’s existing compensation plans.

SEC Form DEF 14A filed by The Beauty Health Company