DEF 14A of biote Corp.
Filed Apr 2, 2026 · FY20250001193125-26-140096
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
General
General Our Board is divided into three classes, designated as Class I, Class II and Class III, with each class serving a staggered three-year term. Vacancies on our Board may be filled only by persons elected by a majority of the remaining directors unless our Board determines by resolution that any such vacancies will be filled by our stockholders. A director elected by our Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, will serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified or until their earlier resignation, removal or death. Our Board presently has seven members, as follows:
General
| • | the Class I directors, whose terms will expire in 2026, are Andrew R. Heyer and Dana Jacoby; |
General
| • | the Class II directors, whose terms will expire in 2027, are S. Mark Cone, Debra L. Morris and Richard R. Barrera; and |
General
| • | the Class III directors, whose terms will expire in 2028, are Marc D. Beer and Bret Christensen. |
General
Mr. Heyer and Ms. Jacoby, each a current Class I director, were recommended for re-election to our Board as Class I director nominees by the Nominating and Corporate Governance Committee of our Board (the “Nominating and Corporate Governance Committee”). Each member of our Board except Ms. Morris, Mr. Christensen and Mr. Barrera was initially elected to our Board pursuant to that certain Business Combination Agreement, dated as of December 13, 2021 (the “Business Combination Agreement”), in connection with a series of transactions (the “Business Combination”) on May 26, 2022 (the “Closing”), by and among Haymaker Acquisition Corp. III, a Delaware corporation (“HYAC”), Haymaker Sponsor III LLC, a Delaware limited liability company (the “Sponsor”), BioTE Holdings, LLC, a Delaware limited liability company after the plan of conversion filed with the Nevada Secretary of State (“Holdings,” inclusive of its direct and indirect subsidiaries, the “BioTE Companies,” and as to its members, the “Members”), BioTE Management, LLC, a Nevada limited liability company, Dr. Gary Donovitz, in his individual capacity, and Ms. Weber, in her capacity as the Members’ representative. If re-elected at the Annual Meeting, each of the Class I director nominees would serve until the annual meeting of stockholders to be held in 2029 and until their successors have been duly elected and qualified or until their earlier death, resignation or removal. Each of the Class I director nominees has consented to being named as a director nominee in this proxy statement and each has agreed to serve if elected. We have no reason to believe that any director nominee will be unable to serve if elected. The biographies below under “Information Regarding Director Nominees and Current Directors” include information, as of the date of this proxy statement, regarding each of the Class I director nominees standing for re-election at the Annual Meeting and each of our Class II and Class III directors continuing to serve on our Board, including their respective ages, as of the date of this proxy statement. Each biography includes information regarding the specific and particular experience, qualifications, attributes or skills that led the Nominating and Corporate Governance Committee and our Board to determine that the applicable director nominee or other current director should serve as a member of our Board.
OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
EACH OF THE DIRECTOR NOMINEES FOR CLASS I DIRECTOR
EACH OF THE DIRECTOR NOMINEES FOR CLASS I DIRECTOR
INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS
INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS Certain information regarding each of our Class I director nominees and our other directors, including their ages, experience, qualifications, attributes and skills that led our Board to conclude that such individual should serve on our Board, as of the date of this proxy statement, is set forth below.
INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS
| Name | Age | Position | Director Since | | Class I directors continuing in office until the 2026 annual meeting of stockholders | | | | | Andrew R. Heyer | 68 | Director | 2022 | | Dana Jacoby | 51 | Director | 2022 | | Class II director nominees continuing in office until the 2027 annual meeting of stockholders | | | | | S. Mark Cone | 63 | Director | 2022 | | Debra L. Morris | 67 | Director | 2022 | | Richard R. Barrera | 54 | Director | 2025 | | Class III directors for election at the 2028 annual meeting of stockholders | | | | | Marc D. Beer | 61 | Chairman | 2022 | | Bret Christensen | 55 | Chief Executive Officer and Director | 2025 |
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders S. Mark Cone, Director. Dr. Mark Cone has served as a member of our Board since May 2022 and as a member of the board of managers of Holdings since August 2021. Dr. Cone has also served as the market president of Privia Health’s South Texas market (Nasdaq: PRVA) since October 2015 and as the president of Privia Medical Group Gulf Coast since October 2015. Additionally, since December 2013, Dr. Cone has served as vice president of the board of directors of the U.S. Women’s Health Alliance and as chairman of the board of Global Women’s Health Providers, a Cedar Gate Technologies company, since October 2020. Dr. Cone currently serves as chairman of the advisory board for Fannin Surgicare, an outpatient ASC. Prior to these positions, Dr. Cone was the chief executive officer of Complete MD Solutions, a physician management company from December 2014 to October 2015. He holds an M.D. from Baylor College of Medicine and a Bachelor of Science in Biology and Medicine from Texas A&M University. Dr. Cone is qualified to serve as a director due to his extensive industry and leadership experience. Debra L. Morris, Director. Ms. Debra L. Morris has served as a member of our Board since November 2022. Ms. Morris serves as Executive Advisor to AccessHope, LLC, and previously served as its President from November 2024 through December 2025 and as its Chief Financial Officer and Chief Operating Officer from May 2024 to November 2024. Previously, Ms. Morris served as the executive vice president and chief financial officer of Apria, Inc. (Nasdaq: APR) from March 2013 through October 2022. Prior to that, Ms. Morris served as chief financial officer of Americas for Sitel Worldwide Corporation from February 2010 to February 2013. Prior to that, she served as a partner of Tatum LLC from 2004 to 2010 and as a director from 2008 to 2010 and provided interim and permanent chief financial officer services. From May 2020 to February 2024, Ms. Morris served as a director for Alternative Logistics Technologies, Holdco, LLC (a.k.a EverDriven) where she served as the chair of the audit committee. Since December 2020, Ms. Morris serves as a director of Rexford Industrial (NYSE: REXR) and serves on the compensation and nomination and governance committees. Since January 2025, Ms. Morris serves as a director of Progyny, Inc. (Nasdaq: PGNY) and serves on the audit committee. Ms. Morris holds a B.S. in Business Administration from Colby Sawyer College in New London, New Hampshire. Ms. Morris is qualified to serve as a director due to her extensive experience serving on public company boards. Richard R. Barrera, Director. Mr. Richard R. Barrera has served as a member of our Board since June 2025. Mr. Barrera is the Founder and Portfolio Manager of Roystone Capital, a New York based hedge fund. Prior to founding Roystone Capital in 2012, Mr. Barrera was a Partner and Co-Portfolio Manager at Redwood Capital from 2009 to 2012 and Glenview Capital from 2002 to 2009. He began his career as an Analyst at Gleacher & Co., then worked as an Emerging Markets sovereign bond trader at JP Morgan and then at Groupe Arnault’s family office. Mr. Barrera received his Bachelor’s degree in Finance and Accounting from The Wharton School of the University of Pennsylvania and an MBA from the Harvard Business School. We believe Mr. Barrera’s extensive finance, investment and operations experience qualifies him to serve as a member of the Board.
Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders
Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders Marc D. Beer, Non-executive Chairman. Mr. Marc D. Beer has served as the Non-executive Chairman of our Board since July 2025 and was previously the Executive Chairman from May 2022 to July 2025 and chairman of the board of managers of Holdings from January 2021 to May 2022. Mr. Beer has also served as the chairman of the board of Origami Surgical LLC since April 2020 and as the chairman of the board of LumeNXT LLC since August 2018. Prior to that, Mr. Beer co-founded Renovia Inc. in August 2016, where he previously held the positions of chairman of the board and chief executive officer and continues to serve as a strategic advisor. Before starting Renovia Inc., Mr. Beer was the chairman of the board of Minerva Neurosciences, Inc. (Nasdaq: NERV) from December 2013 to January 2018. Mr. Beer holds a BS from Miami University. Mr. Beer is qualified to serve as a director due to his significant leadership background and industry experience. Bret Christensen, Chief Executive Officer and Director. Mr. Bret Christensen has served as our Chief Executive Officer and as a member of the Board since February 2025. Previously, Mr. Christensen served as the president, chief executive officer and director at DermTech, Inc. (OTC: DMTKQ) from May 2023 to September 2024. In 2024, DermTech filed for bankruptcy protection and a liquidating plan was confirmed in July 2025. From May 2017 to May 2023, Mr. Christensen was the chief commercial officer of Insulet Corporation (Nasdaq: PODD), where he oversaw sales growth from approximately $367 million to $1.1 billion. From August 2013 to May 2017, Mr. Christensen served as general manager of Preventive Care at Myriad Genetics, Inc. (Nasdaq: MYGN). Prior to Myriad Genetics, Mr. Christensen held several executive positions at Hologic, Inc. (Nasdaq: HOLX), including vice president of sales and marketing of its Gynecologic Surgical Products division. Prior to Hologic, Inc., Mr. Christensen led key market development and sales teams at Cytyc Corporation. Mr. Christensen has served as a member of the board of directors of Axena Health since May 2024 and as the chairman since October 2024, and as a member of the board of directors of Kandu Corporation since September 2025. Mr. Christensen earned a B.S. in Business Management from Utah Valley University and an MBA from the University of Utah. Mr. Christensen is qualified to serve as a director due to his extensive experience in women’s health and the broader healthcare sector.
Nominees for Election at the 2026 Annual Meeting of Stockholders
Nominees for Election at the 2026 Annual Meeting of Stockholders Andrew R. Heyer, Director. Mr. Andrew R. Heyer has served as a member of our Board since May 2022. Mr. Andrew Heyer previously served as the president and director of HYAC from July 2020 until HYAC completed its business combination in May 2022, and is a finance professional with over 40 years of experience investing in the consumer and consumer-related products and services industries, as well as a senior banker in leveraged finance during which time his clients included many large private equity firms. Mr. Andrew Heyer served as president and director of Haymaker II until it completed its business combination in December 2020 with GPM Investments, LLC (“GPM”) and ARKO Holdings Ltd. (“ARKO Holdings”), which together merged under a new holding company, ARKO Corp. (Nasdaq: ARKO) as part of the business combination, and has remained on the board since such time. Mr. Andrew Heyer was president and director of Haymaker I until it completed its business combination with OneSpaWorld Holdings in March 2019, and has since remained on its board since such time. Currently, Mr. Andrew Heyer is the Chief Executive Officer and founder of Mistral Equity Partners (“Mistral”), a private equity fund manager founded in 2007 that invests in the consumer industry. Prior to founding Mistral in 2007, from 2000 to 2007, Mr. Andrew Heyer served as a Founding Managing Partner of Trimaran Capital Partners, a $1.3 billion private equity fund. Mr. Andrew Heyer was formerly a vice chairman of CIBC World Markets Corp. and a co-head of the CIBC Argosy Merchant Banking Funds from 1995 to 2001. Prior to joining CIBC World Markets Corp. in 1995, Mr. Andrew Heyer was a founder and Managing Director of The Argosy Group L.P. (“Argosy”) from 1985 to 1995. Before Argosy, from 1984 to 1985, Mr. Heyer was a Managing Director at Drexel Burnham Lambert Incorporated and, previous to that, he worked at Shearson/American Express. Mr. Andrew Heyer also currently serves as vice president of Haymaker Acquisition Corp. 4 (“Haymaker 4”) (NYSE: HYAC), a SPAC that has not yet completed its initial public offering. From 1993 through 2009, Mr. Andrew Heyer also served on the board of The Hain Celestial Group, Inc. (Nasdaq: HAIN), a natural and organic food and products company, rejoining the board from 2012 to April 2019. Mr. Andrew Heyer also serves on the board of several private companies owned in whole or in part by Mistral, including Worldwise, Inc., a pet accessories business from 2011 to the present, and The Lovesac Company, Inc. (Nasdaq: LOVE), a branded omni-channel retailer of technology-forward furniture, from 2010 to the present. Mr. Andrew Heyer has also served on the board of Insomnia Cookies, a retailer of desserts open primarily in the evening and nighttime, and on the investment committee of AF Ventures, an investor in high-growth consumer product companies. In the past, Mr. Andrew Heyer has served as a director of XpresSpa Group, Inc. from 2016 to 2019, Las Vegas Sands Corp., a casino company, from 2006 to 2008, El Pollo Loco Holdings, Inc., a casual Mexican restaurant, from 2005 to 2008, and Reddy Ice Holdings, Inc., a manufacturer of packaged ice products, from 2003 to 2006. Mr. Andrew Heyer received his B.Sc. and M.B.A. from the Wharton School of the University of Pennsylvania, graduating magna cum laude. Mr. Andrew Heyer is qualified to serve as a director due to his extensive finance, investment and operations experience, particularly in the consumer and consumer-related products and services industries. Dana Jacoby, Director. Ms. Dana Jacoby has served as a member of our Board since May 2022 and as a member of the board of managers of Holdings since August 2021. Ms. Jacoby previously served as the chief executive officer of Specialty Networks Consulting from November 2015 to December 2020. In October 2017, Ms. Jacoby founded Vector Medical Group, where she continues to serve as chief executive officer. Ms. Jacoby holds an M.S. in Business and Healthcare, Master of Health Systems from the Robert Wood Johnson Medical School at the University of Medicine and Dentistry of New Jersey and a B.S. in Political Science and Public Relations from Louisiana State University. Ms. Jacoby is qualified to serve as a director due to her extensive leadership experience and background in the industry.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Summary Compensation Table
Summary Compensation Table The following table sets forth information for each of the last two completed fiscal years regarding compensation awarded to or earned by our named executive officers, during the fiscal years indicated:
Summary Compensation Table
| Name and Principal Position | Year | Salary(1) | Bonus ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Bret Christensen(5) | 2025 | 642,308 | | — | 3,948,029 | 359,975 | 66,956 | 5,017,267 | | Chief Executive Officer | 2024 | — | | — | — | — | — | — | | Teresa S. Weber(5) | 2025 | 86,162 | | — | — | — | 859,749 | 945,910 | | Former Chief Executive Officer | 2024 | 618,643 | | — | 2,830,031 | 373,020 | 33 | 3,821,727 | | Robert Peterson(6) | 2025 | 458,869 | | — | 778,906 | 205,326 | 11,418 | 1,454,519 | | Chief Financial Officer and Chief Business Officer | 2024 | 420,330 | | 177,000 | 1,003,917 | 159,375 | 11,257 | 1,771,879 | | Mary Elizabeth Conlon(7) | 2025 | 439,901 | 170,232(9) | — | 396,129 | — | 664,779 | 1,671,041 | | Former Vice President, Business Development, General Counsel and Corporate Secretary | 2024 | 412,586 | | — | 598,770 | 165,034 | 11,543 | 1,187,934 | | Marc Beer(8) | 2025 | 156,934 | | — | 1,102,931 | 104,418 | 42,500 | 1,406,783 | | Non-Executive Chairman, Former Executive Chairman | 2024 | 433,052 | | — | 1,981,022 | 261,114 | 413 | 2,675,601 |
Summary Compensation Table
| (1) Salary amounts represent actual amounts earned during the applicable year. See “—Narrative to the Summary Compensation Table—Annual Base Salary” below. |
Summary Compensation Table
| (2) Amounts represent the aggregate grant date fair value of stock and option awards granted to our named executive officers during 2025, computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 14 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the named executive officers. |
Summary Compensation Table
| (3) Amounts reflect target performance-based cash bonuses awarded to our named executive officers. See “—Employment and Other Arrangements” below. The 2025 performance-based cash bonus for each named executive officer reflects a 66% achievement of the Company’s 2025 Corporate Goals. With respect to Mr. Peterson, the bonus calculation incorporates his individual performance rating in addition to the Company’s Corporate Goals achievement level. |
Summary Compensation Table
| (4) The amounts in this column represent: (i) for Messrs. Christensen and Peterson and Ms. Conlon, Biote’s matching contributions to the named executive officer’s 401(k) plan, (ii) for Mr. Peterson and Ms. Conlon, a gross-up of taxable gift items; (iii) for each of Messrs. Christensen and Peterson and Ms. Conlon, the Company’s portion of group term life insurance and disability premiums; (iv) for Mr. Christensen, relocation costs of $55,964 in connection with his employment; (v) for Ms. Weber, severance payments in accordance with the Weber Transition Agreement (as defined below), (vi) for Ms. Weber, $220,000 paid for consulting services she provided to the Company following her separation; (vii) for Mr. Beer, fees of $42,500 paid for his service as a non-employee director following his transition to Non-Executive Chairman in July 2025; and (viii) for Ms. Conlon, $653,061 in termination-related payments in accordance with the Conlon Transition Agreement (as defined below) that accrued in fiscal year 2025. |
Summary Compensation Table
| (5) On January 29, 2025, the Board accepted the resignation of Teresa S. Weber, the Company’s Chief Executive Officer, effective as of February 1, 2025, and Bret Christensen became Chief Executive Officer as of that date. |
Summary Compensation Table
| (6) Mr. Peterson’s title was changed to Chief Financial Officer and Chief Business Officer in March 2025. |
Summary Compensation Table
| (7) Ms. Conlon’s employment termination date was December 31, 2025. |
Summary Compensation Table
| (8) On April 1, 2025, Mr. Beer transitioned from full-time employment to part-time employment and his annual base salary was proportionately reduced from $490,000 to $196,000. On July 1, 2025, Mr. Beer retired from employment with the Company and transitioned to Non-Executive Chairman. |
Summary Compensation Table
| (9) Represents amount paid pursuant to the Conlon Transition Agreement (as defined below). |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2025. All awards were granted pursuant to the Incentive Plan.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price(1) ($) | Option Expiration Date | | Bret Christensen | 3/1/2025 | — | 1,500,000(3) | 4.37 | 2/28/2035 | | Teresa S. Weber | 9/15/2022 | 1,018,947 | 118,483(3) | $4.00 | 9/14/2032 | | | 4/3/2023 | 503,433 | 251,717(2) | $5.80 | 4/2/2033 | | | 4/1/2024 | 323,784 | 453,299(2) | $5.72 | 3/31/2034 | | Robert Peterson | 2/1/2024 | — | 400,000(3) | $4.00 | 1/31/2034 | | | 4/1/2025 | — | 350,000(2) | $3.63 | 3/31/2035 | | Mary Elizabeth Conlon | 9/15/2022 | 110,331 | — (3) | $4.00 | 9/14/2032 | | | 4/3/2023 | 90,000 | — (2) | $5.80 | 4/2/2033 | | | 4/1/2024 | 68,505 | — (2) | $5.72 | 3/31/2034 | | Marc Beer | 11/15/2022 | 308,528 | 169,193(3) | $3.97 | 11/14/2032 | | | 5/17/2023 | 125,543 | 191,620(2) | $5.83 | 5/16/2033 | | | 4/1/2024 | — | 543,958(2) | $5.72 | 3/31/2034 | | | 4/1/2025 | — | 495,600(2) | $3.63 | 3/31/2035 |
Outstanding Equity Awards at Fiscal Year-End
| (1) All of the option awards listed in the table were granted with an exercise price per share that is no less than the fair market value of our Class A Common Stock on the date of grant of such award, as determined in good faith by the Board. |
Outstanding Equity Awards at Fiscal Year-End
| (2) 25% of the shares vest on the first anniversary of the grant date, with the remainder of the shares vesting in 36 equal monthly installments thereafter, subject to the recipient’s continuous service through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (3) 50% of the shares vest on the second-year anniversary of the grant date, with the remainder of the shares vesting in 24 equal monthly installments thereafter, subject to the recipient’s continuous service through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
See “—Potential Payments upon Termination or Change of Control” for a description of vesting acceleration applicable to stock options held by our named executive officers. We may in the future, on an annual basis or otherwise, grant additional equity awards to our executive officers pursuant to our Incentive Plan. Health and Welfare Benefits and Perquisites We provide benefits to our named executive officers on the same basis as provided to all of our employees, including health, dental and vision insurance; life insurance; accidental death and dismemberment insurance; employee assistance program; life planning, financial and legal resources; and worldwide emergency travel assistance. We do not maintain any executive-specific benefit or executive perquisite programs other than as provided in the agreements described in the section immediately below. Other than the director and officer insurance coverage we maintain for our directors and officers, we do not maintain any executive-specific health and welfare benefit or perquisites. 401(k) Plan Biote’s named executive officers are eligible to participate in a defined contribution retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees may contribute a portion of their annual compensation to the 401(k) Plan, subject to the maximum annual amounts as set periodically by the IRS. The Company makes a safe harbor, non-elective contribution to the 401(k) Plan equal to 3% of each participant’s eligible employee compensation. Safe harbor contributions vest immediately for each participant.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The employment agreements for our named executive officers provide for severance and change in control benefits as described above under “—Employment and Other Arrangements.”
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Our Board has adopted a non-employee director compensation policy that is applicable to each member of our board of directors who is not also serving as an employee or consultant. Our Compensation Committee reviews non-employee director compensation levels annually and submits recommendations with respect to any changes in non-employee director compensation levels to our Board. In 2025, Aon, our Compensation Committee’s independent compensation consultant, reviewed the market competitiveness of our non-employee director compensation policy relative to our compensation peer group and recommended certain changes based on governance best practices and market trends to ensure we can attract and retain a highly qualified board of directors.
Director Compensation for 2025
Director Compensation for 2025 The following table sets forth information regarding the compensation earned for service on the Board by our non-employee directors during the year ended December 31, 2025. Where indicated below, Retainer Grants will be settled on a deferred basis consistent with our Non-Employee Director Compensation Policy. Mr. Beer served as Executive Chairman of the Company from January 1, 2025 through July 1, 2025, during which time he received compensation as an executive officer. All of Mr. Beer’s compensation, including compensation received as a non-employee director pursuant to our Non-Employee Director Compensation Policy following the termination of his employee service to us, is reported in the Summary Compensation Table above.
Director Compensation for 2025
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Total ($) | | Dana Jacoby(3) | 84,402 | 243,041 | 327,446 | | S. Mark Cone(4) | 70,337 | 243,041 | 313,378 | | Steven J. Heyer | 38,000 | — | 38,000 | | Andrew R. Heyer(5) | 80,886 | 243,041 | 323,927 | | Debra L. Morris(6) | 83,701 | 243,041 | 326,742 | | Richard R. Barrera | 31,472 | 357,873 | 389,345 |
Director Compensation for 2025
| (1) The amounts reported in this column reflect the aggregate grant date fair value of the option awards granted to our directors as computed in accordance with ASC Topic 718. Note that the amounts reported in this column reflect the accounting cost for these awards and do not reflect the actual economic value that may be realized by the directors. |
Director Compensation for 2025
| (2) The table below shows each non-employee director who was serving, and held outstanding equity awards, as of December 31, 2025, other than for Mr. Beer, whose outstanding equity awards are reported in the table that appears under Outstanding Equity Awards at Fiscal Year-End above. |
Director Compensation for 2025
| Name | Shares Underlying Options Outstanding (Vested) at Fiscal Year End | Shares Underlying Options Outstanding (Unvested) at Fiscal Year End | Vested RSUs at Fiscal Year End | | Dana Jacoby | 143,763 | 104,547 | 21,587 | | S. Mark Cone | 143,763 | 104,547 | 38,341 | | Steven J. Heyer | — | — | — | | Andrew R. Heyer | 175,459 | 104,547 | 46,123 | | Debra L. Morris | 153,657 | 104,547 | 21,407 | | Richard R. Barrera | 25,073 | 125,366 | — |
Director Compensation for 2025
| (3) Ms. Jacoby elected to receive her retainer fees in RSUs in lieu of cash; all of the amount included in “Fees Earned or Paid in Cash” was paid in 21,587 fully-vested RSUs. |
Director Compensation for 2025
| (4) Dr. Cone elected to receive his retainer fees in RSUs in lieu of cash; all of the amount included in “Fees Earned or Paid in Cash” was paid in 17,989 fully-vested RSUs. |
Director Compensation for 2025
| (5) Mr. Andrew Heyer elected to receive his retainer fees in RSUs in lieu of cash; all of the amount included in “Fees Earned or Paid in Cash” was paid in 20,687 fully-vested RSUs. |
Director Compensation for 2025
| (6) Ms. Morris elected to receive her retainer fees in RSUs in lieu of cash; all of the amount included in “Fees Earned or Paid in Cash” was paid in 21,407 fully-vested RSUs. |