DEF 14A of SkinHealth Systems Inc., Apr 26, 2024

DEF 14A of SkinHealth Systems Inc.

Filed Apr 26, 2024 · FY20230001683168-24-002718

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF THREE CLASS III DIRECTORS

    PROPOSAL 1: ELECTION OF THREE CLASS III DIRECTORS OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR ALL” WITH RESPECT TO THE ELECTION OF THE CLASS III DIRECTOR NOMINEES LISTED BELOW.

  2. DIRECTORS AND NOMINEES

    DIRECTORS AND NOMINEES The following table and biographical information that follows provide certain information about Ms. Marla Beck, Mr. Brenton Saunders and Mr. Doug Schillinger, as well as our other continuing directors. Such information is current as of April 9, 2024. 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 and Ms. Marla Beck, has served as a director since May 4, 2021. Ms. Desiree Gruber has served as a director since June 2021, and Ms. Marla Beck has served as a director since June 2022.

  3. DIRECTORS AND NOMINEES

    | Name | Age | Position | | Brenton L. Saunders | 54 | Chairman of the Board | | Marla Beck | 53 | President, Chief Executive Officer, and Director | | Michael Capellas | 69 | Director | | Dr. Julius Few | 56 | Director | | Desiree Gruber | 56 | Director | | Michelle Kerrick | 61 | Director | | Brian Miller | 49 | Director | | Doug Schillinger | 50 | Director |

  4. Nominees for Election to the Board of Directors (Class III Directors)

    Nominees for Election to the Board of Directors (Class III Directors) 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. 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. 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.

  5. Continuing Directors - Class I Directors

    Continuing Directors - Class I Directors 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 Chegg, 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.

  6. Continuing Directors - Class II Directors

    Continuing Directors - Class II Directors Michael D. Capellas has served on our Board of Directors since May 4, 2021. Mr. Capellas has also been a member of the Board of Directors of Cisco Systems, Inc. (“Cisco”) since January 2006 and currently serves as Cisco’s lead independent director. Mr. Capellas also currently serves as the Chairman of the Board of Directors of Flex Ltd. Mr. Capellas has served as founder and Chief Executive Officer of Capellas Strategic Partners since November 2012. He served as Chair of the Board of VCE Company, LLC (“VCE”) from January 2011 until November 2012 and as Chief Executive Officer of VCE from May 2010 to September 2011. Mr. Capellas was the Chair and Chief Executive Officer of First Data Corporation from September 2007 to March 2010. From November 2002 to January 2006, he served as Chief Executive Officer of MCI, Inc. (“MCI”), previously WorldCom. From November 2002 to March 2004, he was also Chair of the Board of WorldCom, and he continued to serve as a member of the board of directors of MCI until January 2006. Mr. Capellas left MCI as planned in early January 2006 upon its acquisition by Verizon Communications Inc. Previously, Mr. Capellas was President of Hewlett-Packard Company (“Hewlett-Packard”) from May 2002 to November 2002. Before the merger of Hewlett-Packard and Compaq Computer Corporation (“Compaq”) in May 2002, Mr. Capellas was President and Chief Executive Officer of Compaq, a position he had held since July 1999, and Chair of the Board of Compaq, a position he had held since September 2000. Mr. Capellas held earlier positions as Chief Information Officer and Chief Operating Officer of Compaq. Mr. Capellas previously served as the independent lead director of MuleSoft, Inc., and as a director of Elliot Opportunity II Corp. We believe that Mr. Capellas is qualified to serve on our Board of Directors because of his experience in executive roles and 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. Dr. Julius Few has served on our Board of Directors since May 4, 2021. Dr. Few founded and has been Director of The Few Institute for Aesthetic Plastic Surgery since 2008. A board-certified plastic surgeon in private practice, Dr. Few is widely recognized for enhancing the aesthetic appearance of his patients and contributing to research in plastic surgery. He is called upon by regulatory agencies, professional associations and international study bodies to share his expertise on surgical techniques and skin care innovations. Dr. Few can be seen across leading media channels including CBS News, ABC News, 20 20, Good Morning America, CNN, NBC News, The Wall Street Journal, Crain’s Business, Health Magazine, The Chicago Sun Times, The Chicago Tribune, WEB MD and Washingtonian Magazine on cosmetic procedures and treatments. Due to his expertise in aesthetic plastic surgery and having over 200 publications, Dr. Few was named Associate Editor of the Aesthetic Surgery Journal in 2024, the largest international journal dedicated to cosmetic plastic surgery. Dr. Few also serves as an Emeritus Clinical Professor for the Division of Plastic Surgery at the University of Chicago as well as a Health Systems Clinician at Northwestern University. Dr. Few previously served on the Board of Trustees of the Museum of Contemporary Art. He is a founding member of the Common Ground Foundation, and is also the founder of the Few Initiative for Children, a non-profit that aids disadvantaged youth. Dr. Few received his medical degree from the University of Chicago Pritzker School of Medicine and completed his residency in general surgery at the University of Michigan Medical Center, followed by plastic surgery training at Northwestern University. In addition, Dr. Few received special facial and eye cosmetic training in Honolulu, New York and Atlanta. We believe that Dr. Few is qualified to serve on our Board of Directors because of his deep knowledge and background in the beauty and medical industry, his senior leadership and management skills, and his experience in sales & marketing, health & safety, product development and business scaling. 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. PROPOSAL 2: APPROVAL OF AN AMENDMENT TO OUR SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY OUR BOARD OF DIRECTORS AND MAKE CERTAIN OTHER CHANGES After continued evaluation of our corporate governance practices and procedures, our Board of Directors and our Nominating and Corporate Governance Committee determined that it would be advisable and in the best interests of the Company and our stockholders to amend the Company’s Second Amended and Restated Certificate of Incorporation to declassify the Board of Directors (“Proposal 2”). This description of Proposal 2 to amend the Second Amended and Restated Certificate of Incorporation is qualified in its entirety by reference to the text of the proposed revisions, which are set forth in Appendix A of this Proxy Statement. Proposal 2’s amendment to the Company’s Second Amended and Restated Certificate of Incorporation would become effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware, which we would file promptly following the Annual Meeting if our stockholders approve Proposal 2.

  7. 2023 DIRECTOR COMPENSATION

    2023 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 2023. Our Director compensation program is summarized in the table below.

  8. 2023 DIRECTOR COMPENSATION

    | 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 |

  9. 2023 DIRECTOR COMPENSATION

    The following table provides compensation information for fiscal year 2023 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, prior to her appointment as our Interim Chief Executive Officer on November 20, 2023. Amounts and/or percentages may not foot due to rounding.

  10. 2023 DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) | | Brenton L. Saunders(3) | 203,243 | 149,994 | 353,237 | | Michael D. Capellas (3) | 65,000 | 149,994 | 214,994 | | Dr. Julius Few (3) | 50,000 | 149,994 | 199,994 | | Michelle Kerrick (3) | 70,000 | 149,994 | 219,994 | | Brian Miller (3) | 57,500 | 149,994 | 207,494 | | Desiree Gruber (3) | 52,500 | 149,994 | 202,494 | | Douglas Schillinger (3) | 70,000 | 149,994 | 219,994 |

  11. 2023 DIRECTOR COMPENSATION

    | (1) Director 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 $9.17, the closing price of the Company’s Class A Common Stock on June 14, 2023. 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 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 2023 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 13 to the consolidated financial statements included in our Annual Report. | | (3) The aggregate numbers of option awards and unvested RSU awards held as of December 31, 2023 by each non-employee director other than Mr. Saunders was 16,357. The aggregate number of unvested and vested but unexercised option awards, and unvested RSU and performance based units (“PSUs”) awards held as of December 31, 2023 by Mr. Saunders was 2,259,807. |

  12. General

    | (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 Chief Financial Officer on August 10, 2023. | | (3) Mr. Hauser served as Chief Operating Officer from April 19, 2023 to April 9, 2024. As of April 9, 2024, Mr. Hauser will remain with the Company in an advisory role until no later than June 30, 2024. | | (4) Mr. Watson has served as Chief Revenue Officer since January 5, 2023. | | (5) Mr. Stanleick served as the Chief Executive Officer from February 7, 2022 to November 19, 2023. Mr. Stanleick was terminated without cause on November 19, 2023. | | (6) Ms. Woo served as the Chief Financial Officer from September 21, 2020 to August 10, 2023. Ms. Woo was terminated without cause on August 10, 2023. |

  13. Annual Cash Incentives

    Annual Cash Incentives We continue to target our 2023 target annual cash incentives for our NEOs between the median and the 75th percentile of our peers, based on the market analysis of our independent compensation consultant, as described further below. For 2023, 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 2023, the total weighted performance based annual cash incentive payments as a percent of target was 38.1%. See “Annual Performance-based Cash Incentive Compensation” below for more detail.

  14. Retention Bonus

    Retention Bonus On November 29, 2023, our Board of Directors, following consultation with and under the recommendation of the Company’s Compensation Committee, 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. The following table sets forth the Retention Bonus that each Participant received:

  15. Retention Bonus

    | Name and Title | Cash Retention Award (1) | RSU Retention Award (2) | | Michael Monahan Chief Financial Officer (Principal Accounting Officer and Financial Officer) | $85,500 | 176,711 RSUs | | Brad Hauser Former Chief Operating Officer | $85,500 | 176,711 RSUs | | Daniel Watson Chief Revenue Officer | $88,200 | 156,250 RSUs |

  16. Retention Bonus

    ______________

  17. Retention Bonus

    | (1) The Cash Retention Award will be paid in one lump sum payment, provided that the Participant remains in continuous full-time employment with the Company through June 1, 2024. | | (2) The RSUs underlying the RSU Retention Awards entitle the grantee to receive one share of the Company’s Class A Common Stock for each RSU granted. The grant was determined by dividing the approved dollar value by the closing price per share of the Class A Common Stock as reported on the Nasdaq Capital Market on November 29, 2023, which was $2.52. The approved value of the RSU Retention Award for each Participant is as follows: (a) Mr. Monahan, $445,313; (b) Mr. Hauser, $445,313; and (c) Mr. Watson, $393,750. Fifty percent (50%) of the RSUs will vest on December 1, 2024, and the remaining fifty percent (50%) of the RSUs will vest on June 1, 2025. The RSUs are otherwise subject to all the requirements of the Company’s 2021 Incentive Award Plan (the “2021 Plan”), and the execution of a Restricted Stock Unit Agreement. |

  18. Equity-Based Long-Term Incentives

    Equity-Based Long-Term Incentives In 2023, we granted approximately 80% of our NEOs’ annual target direct compensation as equity-based compensation in the form of RSUs and PSUs (together with the RSUs, the “Equity Based Compensation”). Approximately 75% of the Equity Based Compensation was comprised of grants that are time-based RSUs (“RSU Equity Compensation”), with the remaining 25% of the Equity Based Compensation comprised of PSUs. The RSU Equity Compensation is comprised of awards that vest on three (3) different vesting schedules, all generally subject to continued employment through the applicable vesting dates (other than as described throughout this Proxy Statement). The first set of RSU Equity Compensation was comprised of approximately 8% of the total RSU Equity Compensation and was granted to our NEOs in 2023, and is eligible to fully vest on the first anniversary of the date of grant. The second portion of the RSU Equity Compensation was comprised of approximately 9% of the total RSU Equity Compensation and vests as to 50% of the award in December of 2024 and 50% in June of 2025. Finally, the remaining tranche of the RSU Equity Compensation was comprised of approximately 83% of the total RSU Equity Compensation, and vests on a pro-rata basis on each of the first, second, and third anniversaries of the date of grant. 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.

  19. Compensation Governance and Best Practices

    | 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 | | |

  20. 2023 NEO Pay Mix

    2023 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. Given the fact that we experienced a change in our CEO in November 2023, we are using Mr. Stanleick’s 2023 target compensation to calculate the NEO pay mix. Long-term incentive (“LTI”) retention grants were provided in March 2023 and November 2023 in connection with our previously announced business transformation program, and the charts below indicate the NEO pay mix with and without these LTI retention grants. Using annualized salary and target short and long-term incentive awards, our NEO pay mix is as follows:

  21. Role of Independent Compensation Consultant

    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 F.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 2023.

  22. Role of Peer Company Information

    Role of Peer Company Information In consultation with FW Cook, in July 2022, our Compensation Committee selected our peer group for 2023 (the “Company’s Compensation Peer Group”) as follows, focusing on market capitalization, revenues, industry, and growth-oriented companies:

  23. Role of Peer Company Information

    | Axonics, Inc. (AXNX) | Beyond Meat, Inc. (BYND) | Celsius Holdings, Inc. (CELH) | Cutera | | e.l.f. Beauty, Inc. (ELF) | Establishment Labs (ESTA) | Evolus (EOLS) | Hims & Hers Health (HIMS) | | InMode (INMD) | Inspire Medical Systems, Inc. (INSP) | Inter Parfums, Inc. (IPAR) | iRhythm Technologies, Inc. (IRTC) | | iRobot (IRBT) | OneSpaWorld (OSW) | Revance Therapeutics (RVNC) | Sonos, Inc. (SONO) | | YETI Holdings, Inc. (YETI) | | | |

  24. Role of Peer Company Information

    In December 2022, 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 2023, 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 between the 50th and 75th 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.

  25. Elements of Compensation

    | • | 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. |

  26. Elements of Compensation

    In addition, our NEOs are 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 2023 is described further below.

  27. Base Salary

    | (1) Ms. Beck was appointed Interim Chief Executive Officer of the Company for a 6-month term effective November 20, 2023. Pursuant to Ms. Beck’s offer letter with the Company (the “Beck Offer Letter”), she is entitled to a monthly base salary of $200,000 for a minimum of four months in the aggregate, even if the 6-month term ends earlier than four months. The amount reported above reflects (a) $184,615 that Ms. Beck received as base salary as our Interim Chief Executive Officer for the fiscal year ended December 31, 2023, and (b) $41,250 as compensation for her services as a non-employee member of our Board of Directors prior to her appointment as our Interim Chief Executive Officer on November 20, 2023. On April 8, 2024, we entered into an employment agreement with Ms. Beck, pursuant to which Ms. Beck is entitled to an annual base salary of $1,000,000. 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) Amount represents a pro rata portion of Mr. Monahan’s annual salary of $475,000 received from August 10, 2023 through December 31, 2023. | | (3) On April 8, 2024, the Company and Mr. Hauser mutually agreed to terminate Mr. Hauser’s employment as Chief Operating Officer of the Company without cause, effective as of April 9, 2024. Mr. Hauser will remain with the Company in an advisory role until no later than June 30, 2024. | | (4) Pursuant to Mr. Stanleick’s employment agreement with the Company, effective as of January 20, 2022, Mr. Stanleick was entitled to an annual base salary of $800,000. However, Mr. Stanleick received only $738,462 as his base salary during the fiscal year ended December 31, 2023, due to his termination without cause on November 19, 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 Agreement with Mr. Stanleick”. Mr. Stanleick received the remainder of his annual base salary pursuant to the Separation Letter and General Release of all Claims with the Company (the “Stanleick Separation Agreement”). | | (5) Pursuant to Ms. Woo’s employment agreement with the Company, effective as of May 4, 2021, Ms. Woo was entitled to an annual base salary of $445,000. However, Ms. Woo received only $285,789 as her base salary during the fiscal year ended December 31, 2023 due to her termination without cause on August 10, 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 Agreement with Ms. Woo”. |

  28. Annual Performance-based Cash Incentive Compensation

    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:

  29. 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 |

  30. Annual Performance-based Cash Incentive Compensation

    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:

  31. Annual Performance-based Cash Incentive Compensation

    | Base SalaryX | Target PercentageX | Funding Percentage | = | Annual Performance-based Cash Incentive Compensation |

  32. Annual Performance-based Cash Incentive Compensation

    Funding for the 2023 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.

  33. Annual Performance-based Cash Incentive Compensation

    | 2023 Performance Goals | | | | | | | | | Metric | Threshold (40% payout) (1) | Target (100% payout) (1) | Maximum (200% payout) (1) | 2023 Actual Achievement (1) (2) | Unweighted Payout % | Weight | Weighted Payout % | | Revenue | $382.5 | $450.0 | $522.0 | $398.0 | 53.8% | 60% | 32.3% | | Adjusted EBITDA | $64.9 | $81.1 | $97.3 | $24.3 | 0.0% | 30% | 0.0% | | Consumable Sales Growth | $181.6 | $213.7 | $245.8 | $191.4 | 58.2% | 10% | 5.8% | | Final Payout | | | | | | | 38.1% |

  34. Annual Performance-based Cash Incentive Compensation

    | (1) In millions. | | (2) Amounts may not sum due to rounding. |

  35. Annual Performance-based Cash Incentive Compensation

    In fiscal year 2023, our NEOs’ threshold, target, and maximum annual performance-based cash incentive (expressed as a percentage of base salary) were as follows:

  36. Annual Performance-based Cash Incentive Compensation

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

  37. Annual Performance-based Cash Incentive Compensation

    | (1) Employees that join the Company on or after October 1 of the applicable year are not eligible to participate in our annual performance-based cash inventive program. Because Ms. Beck became our Interim Chief Executive Officer effective as of November 20, 2023, Ms. Beck was not eligible to participate in our annual performance-based cash inventive program in 2023. |

  38. Annual Performance-based Cash Incentive Compensation

    Overall performance based on the weighted results set forth above resulted in a total achievement percentage of 38.1%, and therefore, the total payout to each NEO under the 2023 annual performance-based cash incentive plan were as follows:

  39. Annual Performance-based Cash Incentive Compensation

    | Named Executive Officer | Target Annual Incentive (Amount) | Achievement Percentage | Total Annual Incentive Earned (Amount) (1) | | Marla Beck (2) | – | – | – | | Michael Monahan | $112,438(3) | 38.1% | $42,839 | | Brad Hauser | $285,000 | 38.1% | $108,585 | | Daniel Watson | $294,000 | 38.1% | $112,014 | | Andrew Stanleick | (4) | (4) | (4) | | Liyuan Woo | (5) | (5) | (5) |

  40. Annual Performance-based Cash Incentive Compensation

    | (1) Amounts are also set forth in the column entitled “Non-Equity Incentive Plan Compensation” in the “Summary Compensation Table (2023, 2022 and 2021)” below. | | (2) Employees that join the Company on or after October 1 of the applicable year are not eligible to participate in our annual performance-based cash inventive program. Because Ms. Beck became our Interim Chief Executive Officer effective as of November 20, 2023, Ms. Beck was not eligible to participate in our annual performance-based cash inventive program in 2023. | | (3) Represents a pro rata portion of Mr. Monahan’s target annual incentive amount due to his August 10, 2023 start date with the Company. | | (4) Effective December 8, 2023, we entered into a separation agreement in connection with Mr. Stanleick’s termination from the Company without cause. For more information on the amounts paid to Mr. Stanleick pursuant to his separation agreement, see “— Mr. Stanleick’s Severance Benefits.” | | (5) Effective August 10, 2023, we entered into a separation agreement in connection with Ms. Woo’s termination from the Company without cause. For more information on the amounts paid to Ms. Woo in connection with her separation agreement, see “— Ms. Woo’s Severance Benefits.” |

  41. Equity-Based Long-Term Incentive Awards

    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.

  42. Annual Long-Term Incentive Program

    Annual Long-Term Incentive Program Our long-term incentive program for 2023 for our named executive officers was comprised of two components: time-based RSUs and PSUs.

  43. Annual Long-Term Incentive Program

    | • | 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. |

  44. Annual Long-Term Incentive Program

    In 2023, 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.

  45. Restricted Stock Units

    Restricted Stock Units In 2023, 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.

  46. Performance-Based Restricted Stock Unit Awards

    Performance-Based Restricted Stock Unit Awards

  47. TSR Vested Performance-Based Restricted Stock Unit Awards

    TSR Vested Performance-Based Restricted Stock Unit Awards In 2023, annual PSU grants were made in April to our NEOs. 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, 2023 until December 31, 2025 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”).

  48. TSR Vested Performance-Based Restricted Stock Unit Awards

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

  49. Stock Price Vested Performance-Based Restricted Stock Unit Awards

    Stock Price Vested Performance-Based Restricted Stock Unit Awards To drive the Company’s aggressive growth and performance strategy in 2021, the Compensation Committee deemed it crucial to motivate NEOs to achieve significant outperformance objectives. In 2021, Ms. Woo received an additional PSU award with performance-based vesting based on the achievement of stretch stock price goals over a four-year period and subject to her continued employment through the end of the performance period (the “Stock Price PSUs”). In 2022, Mr. Stanleick and Mr. Watson received a similar Stock Price PSU award with performance-based vesting based on the achievement of stretch stock price goals over a four-year performance period (beginning January 1, 2021) and subject to their continued employment through the end of the performance period. In 2023, Mr. Hauser received a similar Stock Price PSU award with a performance-based vesting based on the achievement of stretch stock price goals within the same four-year performance period as Mr. Stanleick and Mr. Watson and subject to his continued employment through the end of the performance period. It was intended that this component would reward our NEOs 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 NEOs with the Company and its stockholders. The actual number of Stock Price PSUs that will vest on the last day of performance period will be determined based on the greater of (i) the Company’s average stock price during the 90-day period ending on the third anniversary of the vesting commencement date, and (ii) the Company’s average stock price during the 90-day period ending on the fourth anniversary of the vesting commencement date, as follows:

  50. Stock Price Vested Performance-Based Restricted Stock Unit Awards

    | Average Stock Price During the Applicable Measurement Period | Vesting Percentage (% of Maximum) | | Less than $25.00 | 0.00% | | $25.00 | 66.67% | | $30.00 | 80.00% | | $37.50 or greater | 100.00% |

  51. Stock Price Vested Performance-Based Restricted Stock Unit Awards

    If the Company’s average stock price falls between $25.00 and $30.00, or between $30.00 and $37.50, the vesting percentage used to determine the number of earned Stock Price PSUs will be interpolated on a linear basis.

  52. 2023 RSU and PSU Grants to NEOs

    2023 RSU and PSU Grants to NEOs In 2023, we made the following grants of RSUs and PSUs to our NEOs:

  53. 2023 RSU and PSU Grants to NEOs

    | Name | Number of RSUs | Number of TSR PSUs (at target) | Number of Stock Price PSUs (at maximum) | 2023 Total LTI Grant Date Fair Value | | Marla Beck(1) | 230,032 | – | – | $649,994 | | Michael Monahan(2) | 529,818 | – | – | $2,945,310 | | Brad Hauser (2) | 390,632 | 49,377 | 72,313 | $4,578,040 | | Daniel Watson(2) | 268,075 | 31,421 | – | $2,444,749 | | Andrew Stanleick(2) | 353,115 | 98,193 | – | $6,454,465 | | Liyuan Woo(2) | 136,577 | 39,277 | – | $2,524,353 |

  54. 2023 RSU and PSU Grants to NEOs

    | (1) Includes RSUs issued by the Company in fiscal year 2023 for either (i) RSUs that vest ratably on a monthly basis over a six month term in connection with Ms. Beck becoming our Interim Chief Executive Officer, notwithstanding that any and all unvested RSUs made pursuant to the Beck Offer Letter will fully vest upon the effective date of the Beck Employment Agreement, or (ii) RSUs that 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 in connection with Ms. Beck’s services as a non-employee member of our Board of Directors, prior to her appointment as our Interim Chief Executive Officer on November 20, 2023. | | (2) Includes all RSUs issued by the Company in fiscal year 2023 for either (i) 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, (ii) retention RSU grants issued to the NEOs that vest over a period of 18-months from the date of such grant (where 50% of such RSUs vest in December 2024, and the remaining 50% of such RSUs vest in June 2025), or (iii) retention RSU grants issued to the NEOS that vest after one-year from the date of such grant. |

  55. 2023 RSU and PSU Grants to NEOs

    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 2023, see “Potential Payments Upon Termination or Change in Control” below.

  56. Severance and Change in Control Arrangements

    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, 2023 are set forth in “Potential Payments Upon Termination or Change in Control” below.

  57. “Golden Parachute” Payments

    “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.

  58. Accounting for Share-Based Compensation

    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.

  59. Summary Compensation Table

    Summary Compensation Table The following table shows the cash and non-cash compensation awarded to or earned by our NEOs during fiscal years 2023, 2022 and 2021. Amounts and/or percentages may not foot due to rounding:

  60. Summary Compensation Table

    | 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 | 2023 | 225,865(7) | – | 649,993 | – | – | – | 175 | 876,033 | | Chief Executive Officer and | 2022 | – | – | – | – | – | – | – | – | | Former Interim Chief Executive Officer | 2021 | – | – | – | – | – | – | – | – | | Michael Monahan | 2023 | 168,077 | 100,000 | 2,945,310 | – | 42,839 | – | 408 | 3,256,634 | | Chief Financial Officer | 2022 | – | – | – | – | – | – | – | – | | | 2021 | – | – | – | – | – | – | – | – | | Brad Hauser | 2023 | 435,904 | 50,000 | 4,578,040 | – | 108,585 | – | 14,309 | 5,186,838 | | Former Chief Operating Officer | 2022 | – | – | – | – | – | – | – | – | | | 2021 | – | – | – | – | – | – | – | – | | Daniel Watson | 2023 | 419,231 | – | 2,444,749 | – | 112,014 | 20,968 | 14,309 | 3,011,271 | | Chief Revenue Officer | 2022 | 394,350 | 371,197 | 2,969,643 | – | – | – | 11,812 | 3,747,001 | | | 2021 | 369,104 | – | – | 2,126,604 | 445,436 | – | 11,400 | 2,952,544 | | Andrew Stanleick | 2023 | 738,462 | – | 6,454,465 | – | – | – | 1,937,275 | 9,130,202 | | Former Chief Executive Officer | 2022 | 692,308 | 800,000 | 8,857,355 | – | – | – | 11,771 | 10,361,434 | | and President | 2021 | – | – | – | – | – | – | – | – | | Liyuan Woo | 2023 | 285,789 | – | 2,524,353 | – | – | – | 843,834 | 3,653,975 | | Former Chief Financial Officer | 2022 | 424,646 | – | 1,989,422 | – | – | – | 11,812 | 2,425,880 | | | 2021 | 412,500 | – | 1,143,750 | 5,103,849 | 498,000 | – | – | 7,158,099 |

  61. Summary Compensation Table

    | (1) Consists of signing bonuses for Mr. Hauser in connection with his commencement of employment on January 3, 2023, and Mr. Monahan in connection with his commencement of employment on August 10, 2023. Mr. Stanleick’s bonus is in connection with his commencement of employment on February 7, 2022, and Mr. Watson’s is a cash retention bonus in recognition of his continued service with the Company through and until December 31, 2022, where such bonus was paid to Mr. Watson on January 19, 2023. |

  62. Summary Compensation Table

    | (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 13 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 2023, assuming the highest level of achievement of the performance conditions, was $2,422,726 for Mr. Hauser, $1,270,037 for Mr. Watson, $3,968,961 for Mr. Stanleick, and $1,587,576 for Ms. Woo. Ms. Beck and Mr. Monahan did not receive any PSU awards in fiscal year 2023. For information with respect to the individual RSU awards and PSU awards made for fiscal year 2023, please see the “Grants of Plan-Based Awards in Fiscal 2023” 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 13 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 2023 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 2023 consist of the following components (amounts and/or percentages may not foot due to rounding): |

  63. Summary Compensation Table

    | Name | Matching Contribution to 401(k) Plan ($) | Life and Disability Insurance Premiums Paid by Company ($) | Severance Paid or Accrued ($) | Total ($) | | Marla Beck | – | 175 | – | 175 | | Michael Monahan | – | 408 | – | 408 | | Brad Hauser | 13,200 | 1,109 | – | 14,309 | | Daniel Watson | 13,200 | 1,109 | – | 14,309 | | Andrew Stanleick | 13,200 | 1,130 | 1,922,945 | 1,937,275 | | Liyuan Woo | 13,200 | 739 | 829,895 | 843,834 |

  64. Summary Compensation Table

    | (7) The amount shown reflects (a) $184,615 that Ms. Beck received as base salary as our Interim Chief Executive Officer for the fiscal year ended December 31, 2023, and (b) $41,250 as compensation for her services as a non-employee member of our Board of Directors prior to her appointment as our Interim Chief Executive Officer on November 20, 2023. |

  65. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023 The following table provides supplemental information relating to grants of plan-based awards made during fiscal year 2023 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 2023. Amounts and/or percentages may not foot due to rounding:

  66. Grants of Plan-Based Awards in Fiscal 2023

    | | | 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 | | | | | | | | | | | 2023 Annual Incentive Plan | | | | | | | | | | | RSU Grant | 6/14/2023 | | | | | | | 16,357 | 149,994 | | RSU Grant | 11/20/2023 | | | | | | | 213,675 | 500,000 | | Michael Monahan | | | | | | | | | | | 2023 Annual Incentive Plan | | 44,975 | 112,438 (4) | 224,877 | | | | | | | RSU Grant | 8/10/2023 | | | | | | | 353,107 | 2,499,998 | | RSU Grant | 11/29/2023 | | | | | | | 176,711 | 445,312 | | Brad Hauser | | | | | | | | | | | 2023 Annual Incentive Plan | | 114,000 | 285,000 | 570,000 | | | | | | | PSU Grant | 2/1/2023 | | | | 48,209 | 48,209 (5) | 72,313 | | 342,764 | | RSU Grant | 2/1/2023 | | | | | | | 65,789 | 799,994 | | PSU Grant | 4/5/2023 | | | | 5,892 | 23,566 (6) | 47,132 | | 476,269 | | RSU Grant | 4/5/2023 | | | | | | | 70,699 | 899,998 | | PSU Grant | 4/19/2023 | | | | 6,453 | 25,811 (6) | 51,622 | | 563,712 | | RSU Grant | 4/19/2023 | | | | | | | 77,433 | 1,049,991 | | RSU Grant | 11/29/2023 | | | | | | | 176,711 | 445,312 | | Daniel Watson | | | | | | | | | | | 2023 Annual Incentive Plan | | 117,600 | 294,000 | 588,000 | | | | | | | RSU Grant | 3/1/2023 | | | | | | | 17,560 | 215,988 | | PSU Grant | 4/5/2023 | | | | 7,855 | 31,421 (6) | 62,842 | | 635,018 | | RSU Grant | 4/5/2023 | | | | | | | 94,265 | 1,199,993 | | RSU Grant | 11/29/2023 | | | | | | | 156,250 | 393,750 | | Andrew Stanleick | | | | | | | | | | | 2023 Annual Incentive Plan | | 320,000 | 800,000 | 1,600,000 | | | | | | | RSU Grant | 3/1/2023 | | | | | | | 58,536 | 719,993 | | PSU Grant | 4/5/2023 | | | | 24,548 | 98,193 (6) | 196,386 | | 1,984,481 | | RSU Grant | 4/5/2023 | | | | | | | 294,579 | 3,749,991 | | Liyuan Woo | | | | | | | | | | | 2023 Annual Incentive Plan | | 106,800 | 267,000 | 534,000 | | | | | | | RSU Grant | 3/1/2023 | | | | | | | 18,746 | 230,576 | | PSU Grant | 4/5/2023 | | | | 9,819 | 39,277 (6) | 78,554 | | 793,788 | | RSU Grant | 4/5/2023 | | | | | | | 117,831 | 1,499,989 |

  67. Grants of Plan-Based Awards in Fiscal 2023

    | (1) Amounts in this column represent cash performance bonus opportunities for our NEOs in 2023 under our annual performance-based cash incentive plan, which is described above in the CD&A section under “Annual Performance-Based Cash Incentive Compensation”. |

  68. Grants of Plan-Based Awards in Fiscal 2023

    | (2) Represents RSUs granted to our NEOs pursuant to the 2021 Plan. The number of shares shown reflects the 2023 RSU awards granted under the 2021 Plan. Other than the (i) RSU awards issued to Ms. Beck, and (ii) RSU awards issued in March 2023, the RSU awards made in fiscal year 2023 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. The RSU awards issued to Ms. Beck on June 14, 2023 were made in connection with her services as a member of the Company’s Board of Directors, and these RSUs vest on the earlier of the one-year anniversary of the grant and the date of the Annual Meeting, contingent upon Ms. Beck’s continued service as a member of the Company’s Board of Directors through such time. The RSU awards issued to Ms. Beck on November 20, 2023 were made in connection with Ms. Beck being appointed as the Company’s Interim Chief Executive Officer, and these RSUs vest in equal monthly installments for a period of six months beginning on November 20, 2023, the vesting commencement date, provided that, in the event the Company terminates Ms. Beck prior to the expiration of her six-month term, all then unvested RSUs shall immediately vest at the time of such termination. The RSU awards issued to our NEOs on March 1, 2023 vest on the one year anniversary of the grant date of March 1, 2023, subject to the NEOs’ continued service through the vesting date and certain acceleration rights. |

  69. Grants of Plan-Based Awards in Fiscal 2023

    | (3) Amounts reflect the full grant-date fair value of the RSUs or PSUs, as applicable, granted during fiscal year 2023 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 13 to the consolidated financial statements included in our Annual Report. |

  70. Grants of Plan-Based Awards in Fiscal 2023

    | (4) Reflects prorated award based on hire date of August 10, 2023. |

  71. Grants of Plan-Based Awards in Fiscal 2023

    | (5) 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. |

  72. Grants of Plan-Based Awards in Fiscal 2023

    | (6) 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. |

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

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

  74. Outstanding Equity Awards at Fiscal Year-End Table

    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, 2023. Amounts and/or percentages may not foot due to rounding:

  75. Outstanding Equity Awards at Fiscal Year-End Table

    | | 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 | – | – | – | – | – | 194,420 | 604,646 | – | – | | Michael Monahan | – | – | – | – | – | 529,818 | 1,647,734 | – | – | | Brad Hauser | – | – | – | – | – | 390,632 | 1,214,866 | – | – | | | – | – | – | – | – | – | – | 48,209 (3) | 149,930 | | | – | – | – | – | – | – | – | 5,892 (4) | 18,324 | | | – | – | – | – | – | – | – | 6,453 (4) | 20,069 | | Daniel Watson | 155,000 | 155,000 (5) | – | 12.85 | 5/6/2031 | – | – | – | – | | | – | – | – | – | – | 319,965 | 995,091 | – | – | | | – | – | – | – | – | – | – | 6,486 (6) | 20,172 | | | – | – | – | – | – | – | – | 125,000 (3) | 388,750 | | | – | – | – | – | – | – | – | 7,855 (4) | 24,429 | | Andrew Stanleick (7) | – | – | – | – | – | – | – | – | – | | Liyuan Woo (8) | 372,000 | – | – | 12.85 | 8/10/2025 | – | – | – | – |

  76. Outstanding Equity Awards at Fiscal Year-End Table

    | (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 Ms. Woo and 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 $3.11, the closing price of a share of our Class A Common Stock on December 29, 2023 as reported on Nasdaq. |

  77. Outstanding Equity Awards at Fiscal Year-End Table

    | (3) The Stock Price PSUs vest following the conclusion of the January 1, 2021 through December 31, 2024 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, 2023 through December 31, 2025 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) Stock options vest in two equal installments on May 6, 2024 and May 6, 2025. | | (6) The TSR PSUs vest following the conclusion of the January 1, 2022 through December 31, 2024 performance period based upon the level of attainment of our relative TSR compared to the relative TSR of companies that comprise of the Russell 3000 Index. Values shown assume vesting at threshold. For additional information, see “Performance-Based Restricted Stock Units” in the CD&A section above. | | (7) All of Mr. Stanleick’s awards were cancelled in connection with his termination without cause on November 19, 2023 with the exception of his March 1, 2023 retention award. Within 15 days of his acknowledgement and execution of the Stanleick Separation Agreement, Mr. Stanleick received accelerated vesting of 58,536 retention RSUs that would otherwise not have vested until March 1, 2024 (the “Stanleick Retention Award Acceleration”). This award was accelerated on December 23, 2023 per the Stanleick Separation Agreement. | | (8) All of Ms. Woo’s awards were cancelled in connection with her termination from the Company without cause on August 10, 2023, with the exception of her March 1, 2023 retention award. Under the terms of Ms. Woo’s Separation Letter and General Release of all Claims with the Company (the “Woo Separation Agreement”), Ms. Woo received accelerated vesting of 18,746 retention RSUs that would otherwise not have vested until March 1, 2024. This award was accelerated on August 10, 2023, per the Woo Separation Agreement. Under the terms of the Woo Separation Agreement, Ms. Woo also received a two-year extension of the exercise period during which she may exercise the vested portion (372,000 shares) of the options that were granted to her on May 6, 2021, from within 90 days of August 10, 2023 (the date of her termination from the Company without cause), to August 10, 2025. |

  78. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023

  79. Option Exercises and Stock Vested in 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Marla Beck | – | – | 45,545 | 204,332 | | Michael Monahan | – | – | – | – | | Brad Hauser | – | – | – | – | | Daniel Watson | – | – | 25,945 | 334,691 | | Andrew Stanleick | – | – | 100,203 | 730,087 | | Liyuan Woo | – | – | 53,957 | 586,944 |

  80. Option Exercises and Stock Vested in 2023

    | (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. |

  81. 2023 Non-Qualified Deferred Compensation Table

    2023 Non-Qualified Deferred Compensation Table This table summarizes activity during fiscal year 2023 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.

  82. 2023 Non-Qualified Deferred Compensation Table

    | | Executive Contributions in 2023 ($) | Beauty Health Contributions in 2023 ($) | Aggregate Earnings in 2023 ($) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance as of 12/31/23 ($) | | Daniel Watson | – | – | 20,968 | – | 108,777 |

  83. Potential Payments upon Termination or Change in Control

    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. We are party to an employment agreement with Mr. Monahan, which provides for certain severance protections, and Ms. Beck, Mr. Hauser, and Mr. Watson participate in The Beauty Health Company Amended and Restated Executive Severance Plan (the “Executive Severance Plan”). The severance payments and benefits provided by such employment agreement and the Executive Severance Plan are more fully described below. We were party to employment agreements with Mr. Stanleick and Ms. Woo in 2023. In connection with both Mr. Stanleick’s and Ms. Woo’s respective terminations from the Company, their respective employment agreements were terminated and they became entitled to certain severance payments and benefits, as further described below.

  84. Estimated Potential Payments

    Estimated Potential Payments The following table summarizes the payments that would have been made to our NEOs (other than Mr. Stanleick and Ms. Woo whose employment ended with us prior to December 31, 2023) upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2023. 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. Stanleick and Ms. Woo are described below under the headings “Mr. Stanleick Severance Benefits” and “Ms. Woo Severance Benefits,” respectively.

  85. Estimated Potential Payments

    | 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 (3) | 2,900,000 | 3,300,000 | – | | | Equity Acceleration (1) | – | 604,646 | 604,646 | | | All Other Payments or Benefits | – | – | – | | | Total (2) | 2,900,000 | 3,904,646 | 604,646 | | Michael Monahan | Cash | 760,000 | 1,045,000 | 100,846 | | | Equity Acceleration (1) | – | 1,647,734 | 1,647,734 | | | All Other Payments or Benefits | 20,012 | 20,012 | – | | | Total (2) | 780,012 | 2,712,746 | 1,748,580 | | Brad Hauser(4) | Cash | 760,000 | 1,045,000 | – | | | Equity Acceleration (1) | – | 1,214,866 | 1,368,428 | | | All Other Payments or Benefits | 20,012 | 20,012 | – | | | Total (2) | 780,012 | 2,279,878 | 1,368,428 | | Daniel Watson | Cash | 714,000 | 1,008,000 | – | | | Equity Acceleration (1) | – | 995,091 | 1,173,499 | | | All Other Payments or Benefits | 16,218 | 16,218 | – | | | Total (2) | 730,218 | 2,019,309 | 1,173,499 |

  86. Estimated Potential Payments

    | (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 $3.11, the closing trading price of our Class A Common Stock on December 29, 2023 as reported on The Nasdaq Capital Market and (ii) subtracting the exercise price for the options. Accelerated options have no value as of December 29, 2023 due to the exercise price being below the closing trading price of $3.11. With respect to RSUs and PSUs, the value of equity acceleration was calculated by multiplying the number of accelerated applicable equity by $3.11, the closing trading price of our Class A Common Stock on December 29, 2023. Under “Termination Without Cause or for Good Reason / Cause in Connection with a Change in Control” accelerated Stock Price PSUs and relative TSR PSUs have no value due to performance being under threshold as of December 29, 2023. Under “Termination due to Death or Disability” accelerated Stock Price PSUs have no value due to performance being under threshold as of December 29, 2023. | | (2) Amounts shown are the maximum potential payments and benefits the applicable NEO would have received as of December 31, 2023 (without taking into account any Code Section 280G “best pay” provision that may result in the reduction of such payments and benefits). | | (3) Ms. Beck was appointed Interim Chief Executive Officer of the Company for a 6-month term effective November 20, 2023. Pursuant to the Beck Offer Letter, she is entitled to a monthly base salary of $200,000 for a minimum of four months in the aggregate, even if the 6-month term ends earlier than four months. The amount reported above reflects the potential severance and termination benefits Ms. Beck would be entitled to receive under the Beck Offer Letter. | | (4) On April 8, 2024, the Company and Mr. Hauser mutually agreed to terminate Mr. Hauser’s employment as Chief Operating Officer of the Company without cause, effective as of April 9, 2024. Mr. Hauser will remain with the Company in an advisory role until no later than June 30, 2024. |

  87. PAY VERSUS PERFORMANCE

    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 2023, 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.

  88. PAY VERSUS PERFORMANCE

    | | Summary | | Summary | | Summary | | Summary | | Average Summary | Average | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Compensation Table Total for First PEO (1)(5) | Compensation Actually Paid to First PEO (1)(6) | Compensation Table Total for Second PEO (2)(5) | Compensation Actually Paid to Second PEO (2)(6) | Compensation Table Total for Third PEO (3)(5) | Compensation Actually Paid to Third PEO (3)(6) | Compensation Table Total for Fourth PEO (4)(5) | Compensation Actually Paid to Fourth PEO (4)(6) | Compensation Table Total for Non-PEO NEOs (7) | Compensation Actually Paid to Non-NEO PEOs (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) | | 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 |

  89. PAY VERSUS PERFORMANCE

    | (1) The first PEO is Clinton Carnell, who served as our 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 our 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. |

  90. PAY VERSUS PERFORMANCE

    | (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. |

  91. PAY VERSUS PERFORMANCE

    | | 2021 | 2022 | | 2023 | | | | PEO 1 ($) | PEO 2 ($) | PEO 3 ($) | PEO 3 ($) | PEO 4 ($) | | Summary Compensation Table Total(a) | 26,526,940 | 3,464,119 | 10,361,434 | 9,130,202 | 876,033 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(b) | (23,553,537) | (2,984,131) | (8,857,355) | (6,454,464) | (649,993) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(c) | 0 | 1,883,965 | 4,626,669 | 0 | 604,646 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(c) | 0 | (18,760,356) | 0 | 0 | 0 | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(c) | 0 | 450,363 | 604,157 | 192,583 | 113,246 | | 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) | 0 | (3,808,908) | 0 | 158,335 | 695 | | 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 | 0 | 0 | (4,247,499) | 0 | | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | 0 | 0 | 0 | 0 | 0 | | Compensation Actually Paid | 2,973,403 | (19,754,948) | 6,734,905 | (1,220,844) | 944,628 |

  92. PAY VERSUS PERFORMANCE

    | (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 PvP 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. |

  93. PAY VERSUS PERFORMANCE

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

  94. PAY VERSUS PERFORMANCE

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

  95. PAY VERSUS PERFORMANCE

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

  96. PAY VERSUS PERFORMANCE

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

  97. PAY VERSUS PERFORMANCE

    | (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. |

  98. PAY VERSUS PERFORMANCE

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

  99. PAY VERSUS PERFORMANCE

    | (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. |

  100. PAY VERSUS PERFORMANCE

    | | 2021 | 2022 | 2023 | | Summary Compensation Table Total(a) | $6,616,186 | $2,494,664 | $3,777,180 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(b) | (6,042,926) | (1,815,649) | (3,123,113) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(c) | 8,950,035 | 840,930 | 997,565 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(c) | 0 | (4,047,912) | (332,003) | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(c) | 0 | 0 | 33,180 | | 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) | 0 | (662,834) | 157,859 | | 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 | (2,056,849) | (797,823) | | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | 0 | 0 | 0 | | Compensation Actually Paid | $9,523,295 | $(5,247,651) | $712,844 |

  101. PAY VERSUS PERFORMANCE

    | (a) We have not reported any amounts in our Summary Compensation Table with respect to “Change in Pension” 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. |

  102. PAY VERSUS PERFORMANCE

    | (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. |

  103. PAY VERSUS PERFORMANCE

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

  104. PAY VERSUS PERFORMANCE

    | (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 2023 to link compensation actually paid to performance. This is a change from 2022, where Adjusted EBITDA was used as the primary performance measure for the Company’s bonus structure because it functioned as a “gate” on whether the Company would pay out on bonuses in 2022. The Company’s bonus structure was adjusted in 2023 to remove any gate feature, and be majority weighted by revenue. |

  105. Description of Relationships Between Compensation Actually Paid and 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.

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

    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.

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

    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.

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

    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.

  109. CEO PAY RATIO DISCLOSURE

    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. Since the Company operated with two CEOs in 2023, Mr. Stanleick as Chief Executive Officer and President from January 1, 2023 through November 19, 2023, and Ms. Beck as Interim Chief Executive Officer as of November 20, 2023, through the remainder of fiscal year 2023, we used the combined total compensation for both Mr. Stanleick and Ms. Beck for our Pay Ratio Disclosure. As disclosed in the Summary Compensation Table on page 52 of this Proxy Statement, Mr. Stanleick’s and Ms. Beck’s total compensation for 2023 was $9,130,202 and $876,033, respectively. The median of the annual total compensation of all employees (other than Mr. Stanleick and Ms. Beck) was $95,284. The ratio of the (a) combined total compensation for both Mr. Stanleick and Ms. Beck (b) to the annual total compensation of our median-paid employee for fiscal year 2023 was approximately 105:1. Given that Mr. Stanleick’s total compensation includes the Stanleick Severance Benefits he is entitled to receive pursuant to the Stanleick Separation Agreement, we anticipate the ratio of our Chief Executive Officer’s compensation to that of our median employee will decrease in the next disclosure cycle associated with our 2025 proxy statement.