DEF 14A of SkinHealth Systems Inc., Apr 25, 2025

DEF 14A of SkinHealth Systems Inc.

Filed Apr 25, 2025 · FY20240001683168-25-002840

Open on EDGAR

  1. DIRECTORS AND NOMINEES

    DIRECTORS AND NOMINEES The following table and biographical information that follows provide certain information about our directors. Such information is current as of April 16, 2025. The information presented below for each director includes the specific experience, qualifications, attributes and skills that led us to the conclusion that such individual should be nominated to serve on our Board of Directors in light of our business, and that each director offers significant individual attributes and contributions important to our Board’s overall composition and functioning. There is no family relationship between any of our executive officers, directors, or director nominees. Each of our directors, except Ms. Desiree Gruber, Ms. Marla Beck, and Mr. Stephen Fanning, have served as a director since May 4, 2021. Ms. Desiree Gruber has served as a director since June 2021, Ms. Marla Beck has served as a director since June 2022, and Mr. Fanning has served as a director since December 2024.

  2. DIRECTORS AND NOMINEES

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

  3. DIRECTORS AND NOMINEES

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  4. DIRECTORS AND NOMINEES

    | (1) There are currently 8 directors comprising the Board. However, effective immediately following the adjournment of the Annual Meeting, the Board will be comprised of 7 directors because the Board, after consultation with Mr. Capellas, decided not to nominate Mr. Capellas for this year’s Annual Meeting. Mr. Capellas will serve out the remainder of his term until it expires effective immediately following the adjournment of the Annual Meeting. |

  5. Nominees for Election to the Board of Directors

    Nominees for Election to the Board of Directors Brenton L. Saunders has served on our Board of Directors since May 4, 2021 and currently serves as our Chairman of the Board. Mr. Saunders served as Interim Chief Executive Officer of the Company from January 1, 2022 to February 7, 2022, and our Executive Chairman of the Board for the fiscal year of 2022 until March 6, 2023. Mr. Saunders has over 25 years of experience in various aspects of healthcare and has been in leadership roles at several prominent global pharmaceutical and healthcare companies. Until May 2020, when it was acquired by AbbVie Inc. in a transaction valued at approximately $63 billion, Mr. Saunders served as Chairman, President and Chief Executive Officer of Allergan plc (“Allergan”), an American, Irish-domiciled pharmaceutical company. His role as President and Chief Executive Officer of Allergan began in July 2014 and his added role of Chairman began in October 2016. Mr. Saunders’ first role as an executive officer in the pharmaceuticals and healthcare sectors began in 2003, as a member of the executive management team at Schering-Plough Corporation (“Schering-Plough”), where he held several key roles, including President of the company’s Global Consumer Health Care division. While at Schering-Plough, Mr. Saunders led the integrations of the company’s $14 billion acquisition of Organon Biosciences N.V. in 2007 as well as the merger between Schering-Plough and Merck & Co., Inc. in 2009. From March 2010 until August 2013, Mr. Saunders served as Chief Executive Officer of Bausch + Lomb Corporation, a leading global eye health company, until its acquisition by Valeant Pharmaceuticals, Inc. in 2013. He then became the Chief Executive Officer of Forest Laboratories Inc., a role he held until the company’s merger with Actavis plc (“Actavis”) in 2014. Following the merger with Actavis, Mr. Saunders was named Chief Executive Officer of the combined business. In 2015, he led Actavis’ acquisition of Allergan, renaming the post-combination company Allergan Plc. Before joining Schering-Plough in 2003, Mr. Saunders was a Partner and Head of Compliance Business Advisory at PricewaterhouseCoopers LLP, an international professional services company. Prior to that, he was Chief Risk Officer at Coventry Health Care, Inc., a health insurance company, and Senior Vice President, Compliance, Legal and Regulatory at Home Care Corporation of America, a healthcare service provider. Mr. Saunders began his career as Chief Compliance Officer for the Thomas Jefferson University Health System. Over the course of his career, Mr. Saunders has overseen over 80 mergers, acquisitions, divestitures and licensing transactions, totaling over $300 billion in value. Notable highlights from Mr. Saunders’ transaction experience include Actavis’ approximately $28 billion acquisition of Forest Laboratories in 2014, Actavis’ $70 billion acquisition of Allergan in 2015 and the $40 billion sale of Allergan’s global generics business to Teva Pharmaceutical Industries Ltd in 2016. Mr. Saunders’ transaction experience also includes the divestiture of Allergan’s medical dermatology business, and the acquisitions of leading companies in the medical aesthetics space such as Kythera, Lifecell, and Zeltiq. Additionally, as of March 6, 2023, Mr. Saunders rejoined Bausch + Lomb Corporation and currently serves as its Chairman and CEO. We believe that Mr. Saunders is qualified to serve on our Board of Directors because of his extensive leadership experience, including his role as chief executive officer of two public global healthcare companies, deep understanding of business transformation, as well as his experience in financial, strategic, public company board service and corporate governance, regulatory, international markets and global scaling, product development, sales & marketing, compliance/ethics, human resources and talent, environmental, social & governance matters, and operational matters. Marla Beck has served on our Board of Directors since June 6, 2022, and as our President and Chief Executive Officer since April 8, 2024. From November 20, 2023 to April 8, 2024, she served as our Interim Chief Executive Officer. Ms. Beck was the co-Founder and former CEO of Bluemercury, a high growth, disruptive omnichannel beauty retailer founded in 1999 and acquired by Macy’s Inc. in 2015. Ms. Beck led Bluemercury as CEO from 1999 to 2021, including as the chief executive officer of a division of Macy’s from 2015 to 2021. Ms. Beck was responsible for all aspects of operations, including digital strategies, marketing, merchandising, loyalty programming, product development, supply chain, real estate, store expansion and development, finance, and human resources across 180 locations and 27 states. Ms. Beck was also the co-founder of M-61 Laboratories, the creators of clean, sustainable brands M-61 Powerful Skincare and Lune+Aster Cosmetics. Prior to founding Bluemercury, Ms. Beck was a consultant at McKinsey & Company. Ms. Beck also served as an independent director of The Children’s Place from 2015 to January 2024, where she served on its audit committee and corporate responsibility, sustainability and governance committees. Furthermore, Ms. Beck served as treasurer of the board of trustees at the Sidwell Friends School in Washington, D.C., and also serves on the board of directors at Evenly Technologies. Ms. Beck served on the global advisory board of edX and the executive and finance committees of the board of directors of the National Retail Federation. We believe that Ms. Beck is qualified to serve on our Board of Directors because of her valuable perspective and experience in brand management, brand marketing, senior leadership, finance, sales & marketing, business scaling, human resources, compliance/ethics, and digital engagement (including e-commerce), as well as her extensive background and knowledge of our industry in general. Michael D. Capellas has served on our Board of Directors since May 4, 2021. Mr. Capellas is the founder and CEO of Capellas Partners, a strategic technology advisory firm. Mr. Capellas currently serves on the board of Cisco (Lead Independent Director) and Cellebrite (Lead Independent Director). Mr. Capellas also serves on the board of the privately held company, NumberOne AI. Previously, Mr. Capellas served on the boards of Flex (Chair), Blue Yonder (Chairman), Elliott Opportunity II Corp, MuleSoft (Lead Director), Tenable (Lead Director), OnSolve, Solace, Cylance, Serena Software, VCE, First Data, WorldCom/MCI, Compaq, HP, and Dynegy. A four-time corporate CEO, Mr. Capellas’ career as a global technology leader has spanned from innovative technology start-ups to large corporate turnarounds. Mr. Capellas spent the first decade of his career at Schlumberger, followed by positions at software leaders Oracle and SAP. In 1999, Mr. Capellas was named CEO of Compaq and a year later, added the title of Chairman. During his tenure, Compaq was recognized as the global leader in computer servers. Mr. Capellas was named President of Hewlett Packard following the merger between Compaq and HP. In 2002, Mr. Capellas was recruited as Chairman and CEO of WorldCom post-bankruptcy and transformed the company from a long-distance provider into the world’s largest carrier of internet traffic. After the restructuring, WorldCom relisted on Nasdaq as the new MCI. After Verizon acquired MCI, Mr. Capellas was named Chairman and CEO of First Data, a global leader in payments and electronic commerce. From 2009 through 2012, Mr. Capellas became the Founding Chairman and CEO of VCE, the Virtual Computing Company, a joint venture between Cisco, EMC, and VMware which developed and commercialized an innovative platform for cloud computing. During his tenure at VCE, Mr. Capellas co-chaired the Federal Commission on Cloud Deployment.

  6. Nominees for Election to the Board of Directors

    Mr. Capellas served as the Lead Director for MuleSoft during its run-up to $10 billion in revenue, faster than any previous software company. Mr. Capellas also served as Lead Director of Tenable during its formative years. Mr. Capellas was the Chairman of the board for Blue Yonder through its transition and rebranding from JDA. Mr. Capellas graduated from Kent State University. We believe that Mr. Capellas is qualified to serve on our Board of Directors because of his experience in executive roles and having a background of leading global organizations in the technology industry. Through this experience, he has developed expertise in several valued areas including strategic product development, business development, sales, marketing, and finance. Mr. Capellas also has experience serving as a public company outside director. Stephen J. Fanning has served on our Board of Directors since December 12, 2024. Mr. Fanning currently serves as Chairman of the Board for Champion Mfg. since May 2018, and he also currently serves as Chairman of the Board for LKC Technologies since July 2023. Mr. Fanning served on the board of directors of Fotona from February 2022 to November 2024. Mr. Fanning previously served as Chairman of the Board for Hydrafacial LLC (“Hydrafacial”), the Company’s flagship brand, from 2016 to 2020 when Hydrafacial was still a private company and prior to the closing of the business combination transaction between Hydrafacial and the Company in May 2021. From July 2019 through December 2023, Mr. Fanning served as President and Chief Executive Officer of Spectrum Solutions, a company that supports molecular diagnostic solutions. From March 2014 through March 2018, Mr. Fanning served as President and Chief Executive Officer of Z-Medica Corporation, which manufactures and markets a complete line of highly innovative hemostatic products. Beginning in January 2005, Mr. Fanning served for nine years as President and Chief Executive Officer of Solta Medical, Inc. (formerly Thermage, Inc.), a global leader in the medical aesthetics market. From August 2001 to January 2005, Mr. Fanning served as the President and Chief Executive Officer of Ocular Sciences, a manufacturer and distributor of disposable contact lenses. Previously, Mr. Fanning worked for 25 years for Johnson & Johnson, one of the world’s largest manufacturers of healthcare products, where he served in various senior executive positions including President, Worldwide, of Johnson & Johnson’s McNeil Specialty Products division, and President of Johnson & Johnson Medical. Mr. Fanning also served as Managing Director of Johnson & Johnson Austria/Switzerland, and Vice President, Sales, of Johnson & Johnson’s McNeil Consumer Products Division. Mr. Fanning received his B.S. degree from Philadelphia University. We believe that Mr. Fanning is qualified to serve on our Board of Directors because of prior experience as Chairman of the Board for Hydrafacial and President and Chief Executive Officer of Spectrum Solutions, Z-Medica Corporation, Solta Medical, Inc. and Ocular Sciences, as well as his prior experience in the life sciences industry gives him insight into the strategic and operational issues in the medical, esthetician, and beauty retail industry. Desiree Gruber has served on our Board of Directors since June 11, 2021. Ms. Gruber, a Peabody Award-winner, founded Full Picture, a brand accelerator, content production, communications, and consulting services company in 1999 and currently serves as its Chief Executive Officer. As a notable entrepreneur, business strategist, and venture capitalist, Ms. Gruber co-founded the Project Runway television series in 2004 and co-founded Diagonal Ventures (“DGNL”) in 2016 with a goal to create real opportunities for women to achieve measurable success. DGNL invests in and architects transformational deals across the consumer, technology, and media spectrum in order to establish a legacy of female empowerment. Ms. Gruber also advises Anthos Capital, Pharrell Williams’ Something in the Water, and BroadLight Capital, and previously served as a board member of SLAM Corp. and DPCM Capital, Inc. We believe that Ms. Gruber is qualified to serve on our Board of Directors because of her senior leadership experience and knowledge of the beauty and cosmetics products industry, her experience in business strategy, public company board service and corporate governance, commercial sales & marketing, business scaling, as well as her experience in retail and brand execution. Michelle Kerrick has served on our Board of Directors since May 4, 2021. Ms. Kerrick served as the West Region Market Leader and Managing Partner of the Los Angeles office of Deloitte, an international professional services firm. Ms. Kerrick worked at Deloitte for 35 years before retiring in September 2020. In her role, Ms. Kerrick was responsible for driving national strategy and client and business growth and strategic positioning across the 13-office West Region and the Los Angeles office. With more than 35 years of professional experience, Ms. Kerrick has served a diverse group of publicly and privately held companies, ranging from middle-market companies to large multi-nationals, in various industry sectors. Ms. Kerrick has expertise in finance and accounting, risk management and corporate governance. Ms. Kerrick is an independent corporate board director for AMH, f.k.a. American Homes 4 Rent, and Capital Bank & Trust Company, a subsidiary of the Capital Group. Ms. Kerrick is a retired member of the California and Arizona State Board of Accountancy and the American Institute of Certified Public Accountants. We believe that Ms. Kerrick is qualified to serve on our Board of Directors because of her deep financial and strategic acumen, her experience in senior leadership, business strategy, public company board service and corporate governance, compliance/ethics, human resources & talent, environmental, social & governance matters, as well as her executive experience and valuable perspective in finance/accounting and audit practices. Brian Miller has served on our Board of Directors since May 4, 2021. Mr. Miller is the Co-Founder and Partner of Linden Capital Partners LLC (“Linden”), a private equity firm, which was founded in 2004. He has been involved in healthcare principal investing since 1998. Prior to Linden, Mr. Miller was a founding member of the healthcare team at First Chicago Equity Capital, a private equity firm. Mr. Miller began his career in the investment banking division of Salomon Brothers Inc. (currently Citigroup). He is currently a board member of Lifestyles Healthcare, Vital Care, Formulated Solutions, MeriCal, StatLab Medical Products and Regenity, and was previously a board member of Z-Medica, Solara, SeraCare, BarrierSafe Solutions International, CORPAK MedSystems, HYCOR Biomedical, Strata Pathology Services, Flexan, and Suture Express. He is a board member of AdvaMed, the Founder of the Healthcare Private Equity Association, the founder of Private Equity Analysts of Chicago, a Trustee of The University of Chicago Medical Center, and a member of the Economic Club of Chicago. We believe that Mr. Miller is qualified to serve on our Board of Directors because of his significant knowledge of our Company and his extensive experience in beauty and consumer product, investment banking, management, and senior leadership experience, as well as his business experience in global operations, finance/audit, corporate governance, regulatory, manufacturing, sales & marketing, environmental, human resources, social & governance matters, product development, compliance/ethics, investor relations, and talent development.

  7. Nominees for Election to the Board of Directors

    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.

  8. 2024 DIRECTOR COMPENSATION

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

  9. 2024 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 |

  10. 2024 DIRECTOR COMPENSATION

    For 2024, each non-employee director received an annual equity award in the form of RSUs that had a target grant date value equal to $150,000 (the “RSU Target Value”). However, for 2025, the Compensation Committee has determined that each non-employee director shall receive an annual equity award in the form of RSUs with a target grant date value equal to 25% less than the RSU Target Value ($112,500) in order to compensate each non-employee director appropriately taking into consideration the price per share of the Company’s Class A Common Stock. The following table provides compensation information for fiscal year 2024 for each non-employee member of our Board of Directors. Employee directors do not receive any separate compensation for their Board activities. The compensation for Marla Beck, our Chief Executive Officer, is located in the “Executive Compensation” section of this Proxy Statement and includes all compensation paid to Ms. Beck for her services as a non-employee member of our Board of Directors. Amounts and/or percentages may not foot due to rounding.

  11. 2024 DIRECTOR COMPENSATION

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

  12. 2024 DIRECTOR COMPENSATION

    | (1) Director cash fees under the program are payable in arrears in four equal quarterly installments. | | (2) The number of RSUs granted was determined by dividing the grant date value of the award by $1.91, the closing price of the Company’s Class A Common Stock on July 8, 2024. The RSUs vest on the earlier of the one-year anniversary of the grant date and the next annual meeting of stockholders to occur following the grant date, subject to the director’s continuous service and further subject to full accelerated vesting upon a change in control of the Company or the applicable director’s termination of service due to death or disability. If the director’s continuous service terminates for any other reason prior to the applicable vesting date, the RSUs shall automatically be forfeited for no consideration. Directors who are elected or appointed to the Board on a date other than the date of any annual meeting of stockholders may receive a pro-rated annual RSU award in connection with his or her commencement of service on the Board. The dollar value of RSU awards granted during 2024 were computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all RSUs and option awards made to our directors in Note 12 to the consolidated financial statements included in our Annual Report. | | (3) The aggregate numbers of unvested RSU awards held as of December 31, 2024 by each non-employee director other than Mr. Saunders and Mr. Fanning was 392,670. The aggregate number of unvested and vested but unexercised option awards, and unvested RSU awards held as of December 31, 2024 by Mr. Saunders was 1,991,351, and by Mr. Fanning was 0. |

  13. Annual Cash Incentives

    Annual Cash Incentives We target our 2024 target annual cash incentives for our NEOs at the median level of our peers, based on the market analysis of our independent compensation consultant, as described further below. For 2024, our Compensation Committee selected performance goals for our performance based annual cash incentive plan that were intended to promote our business plan and short-term goals, including with respect to revenue, adjusted EBITDA, and consumable sales growth. For 2024, the total weighted performance based annual cash incentive payments as a percent of target was 7.05%. See “Annual Performance-based Cash Incentive Compensation” below for more detail.

  14. Equity-Based Long-Term Incentives

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

  15. 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 | | |

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

  17. Role of Peer Company Information

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

  18. Role of Peer Company Information

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

  19. Role of Peer Company Information

    In February 2024, FW Cook provided an analysis of data derived from (i) members of the Company’s Compensation Peer Group and (ii) the industry-specific survey, the constituent companies of which were not provided to the Compensation Committee. For 2024, the Compensation Committee used FW Cook’s analysis to help structure a competitive executive compensation program, position executive compensation by considering market data, and make individual compensation decisions based on comparable positions at companies with which we compete for talent. The Compensation Committee believes that reviewing competitive data and benchmarks at the 50th percentile is useful in its deliberations as our compensation policies and practices must be competitive in the marketplace for us to be able to attract, motivate and retain qualified executive officers. In addition, in July 2024, our Compensation Committee in consultation with FW Cook, selected our peer group for 2025 as follows (the “2025 Peer Group”):

  20. Role of Peer Company Information

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

  21. Comparison of 2024 Peer Group vs. 2025 Peer Group

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

  22. Comparison of 2024 Peer Group vs. 2025 Peer Group

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

  23. Comparison of 2024 Peer Group vs. 2025 Peer Group

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

  24. 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. |

  25. Elements of Compensation

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

  26. Base Salary

    | (1) Pursuant to Ms. Beck’s employment agreement, Ms. Beck is entitled to an annual base salary of $1,000,000, beginning April 8, 2024. Ms. Beck received a one-time cash bonus of $500,000 in connection with her becoming the President and Chief Executive Officer of the Company on a full-time basis. Ms. Beck previously received a salary of $200,000 per month during her time as Interim Chief Executive Officer. For more information, see “Executive Compensation -- Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table -- Summary of Executive Compensation Arrangements -- Current Executive Officers -- Employment Agreement with Ms. Beck (as President and Chief Executive Officer)”. | | (2) Pursuant to Mr. Monahan’s employment agreement, Mr. Monahan is entitled to an annual base salary of $485,000. Mr. Monahan received a one-time signing cash bonus of $100,000 in connection with becoming the Chief Financial Officer of the Company. For more information, see “Executive Compensation -- Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table -- Summary of Executive Compensation Arrangements -- Current Executive Officers -- Employment Agreement with Mr. Monahan (as Chief Financial Officer)”. | | (3) The Company and Mr. Hauser mutually agreed to terminate Mr. Hauser’s employment as Chief Operating Officer of the Company without cause, effective April 9, 2024. From April 9, 2024 to June 7, 2024, Mr. Hauser remained with the Company in an advisory role. Pursuant to Mr. Hauser’s employment agreement with the Company, Mr. Hauser was entitled to an annual base salary of $475,000. However, Mr. Hauser received only $228,366 as his base salary during the fiscal year ended December 31, 2024, due to his termination without cause. Mr. Hauser received a one-time signing cash bonus of $50,000 in connection with him becoming the former Chief Operating Officer of the Company in 2023. For more information, see “Executive Compensation - Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table -- Summary of Executive Compensation Arrangements -- Former Executive Officers -- Employment Offer Letter with Mr. Hauser”. | | (4) The Company and Mr. Watson mutually agreed to terminate Mr. Watson’s employment as Chief Revenue Officer of the Company without cause, effective October 14, 2024. From October 14, 2024 to December 31, 2024, Mr. Watson remained with the Company in an advisory role. Pursuant to Mr. Watson’s employment agreement with the Company, Mr. Watson was entitled to an annual base salary of $430,000. Mr. Watson received $447,923 as his base salary during the fiscal year ended December 31, 2024, due to his termination without cause. The incremental amount is based on pay Mr. Watson earned from December 16, 2024, to December 29, 2024 with such amount being paid in January 2025. For more information, see “Executive Compensation - Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table -- Summary of Executive Compensation Arrangements -- Former Executive Officers -- Employment Offer Letter with Mr. Watson”. |

  27. 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:

  28. 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 |

  29. 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:

  30. Annual Performance-Based Cash Incentive Compensation

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

  31. Annual Performance-Based Cash Incentive Compensation

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

  32. Annual Performance-Based Cash Incentive Compensation

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

  33. Annual Performance-Based Cash Incentive Compensation

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

  34. Annual Performance-Based Cash Incentive Compensation

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

  35. Annual Performance-Based Cash Incentive Compensation

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

  36. Annual Performance-Based Cash Incentive Compensation

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

  37. Annual Performance-Based Cash Incentive Compensation

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

  38. Annual Performance-Based Cash Incentive Compensation

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

  39. 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 (2024, 2023 and 2022)” below. | | (2) Represents a pro rata portion of Mr. Hauser’s target annual incentive amount due to his termination on April 9, 2024. We entered into a separation agreement on April 29, 2024 in connection with Mr. Hauser’s termination without cause. For more information on the amounts paid to Mr. Hauser in connection with his separation agreement, see “—Mr. Hauser’s Severance Benefits.” | | (3) Represents a pro rata portion of Mr. Watson’s target annual incentive amount due to his termination on October 14, 2024. We entered into a separation agreement on November 11, 2024 in connection with Mr. Watson’s termination without cause. For more information on the amounts paid to Mr. Watson in connection with his separation agreement, see “—Mr. Watson’s Severance Benefits.” |

  40. 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.

  41. Annual Long-Term Incentive Program

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

  42. 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. |

  43. Annual Long-Term Incentive Program

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

  44. Restricted Stock Units Granted in 2024

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

  45. Performance-Based Restricted Stock Unit Awards

    Performance-Based Restricted Stock Unit Awards

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

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

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

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

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

    | 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 Granted in 2024

    Stock Price Vested Performance-Based Restricted Stock Unit Awards Granted in 2024 In 2024, Ms. Beck, in connection with her position as President and Chief Executive Officer, received a PSU award with a performance-based vesting based on the achievement of stretch stock price goals over a three-year period and subject to her continued employment through the end of the performance period (the “Stock Price PSUs”). It was intended that this component would reward her for exceptional performance and, similarly, no payout would be delivered for performance that failed to meet the objectives established by the Compensation Committee. The Compensation Committee believes this approach helps to align the compensation and objectives of our CEO with the Company and its stockholders. The actual number of Stock Price PSUs that will vest on the last day of the performance period will be determined based on the Company’s average stock price during the four quarterly test periods in 2026. If the average closing price in the highest quarter is (a) $5.00 per share, then 50% of the PSU Award will vest at the time of such determination, and (b) $7.50 per share, then 100% of the PSU Award will vest at the time of such determination. This vesting percentage is described as follows:

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

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

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

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

  52. 2024 RSU and PSU Grants to NEOs

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

  53. 2024 RSU and PSU Grants to NEOs

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

  54. 2024 RSU and PSU Grants to NEOs

    _______________

  55. 2024 RSU and PSU Grants to NEOs

    | (1) Represents Stock Price PSUs granted under the Company’s 2021 Incentive Award Plan (the “2021 Plan”). Each Stock Price PSU converts on a one-for-one basis to the Company’s Class A Common Stock upon vesting. | | (2) Includes all RSUs issued by the Company in fiscal year 2024 for annual RSU grants issued to the NEOs that vest in three equal installments on the first, second, and third anniversary from the date of such grant. |

  56. 2024 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 2024, see “Potential Payments Upon Termination or Change in Control” below.

  57. One-time and/or Special Compensation

    One-time and/or Special Compensation Retention Bonus On November 9, 2023, our Board of Directors approved a grant of special cash retention bonuses (each, a “Cash Retention Award”) and restricted stock unit awards (each, a “RSU Retention Award”, and together with the Cash Retention Award, the “Retention Bonus”) to three of the Company’s NEOs: Mr. Monahan, Mr. Hauser, and Mr. Watson (each, a “Participant”). The Retention Bonus was granted to enable the Company to motivate and retain the Participants through the uncertainty stemming from the Company’s previously announced business transformation program to reduce operating costs and streamline its operations. On June 7, 2024, each of Mr. Monahan and Mr. Hauser received $85,500 in connection with their respective Cash Retention Award, and Mr. Watson received $88,200 in connection with his Cash Retention Award. In addition, on December 1, 2024 and prior to the net settlement of the shares underlying the RSU Retention Award, Mr. Monahan received 88,355 shares in connection with his RSU Retention Award. In connection with Mr. Watson’s termination from the Company without cause, effective as of October 14, 2024, Mr. Watson’s RSU Retention Award was accelerated in full and he received 156,250 shares prior to the net settlement of such shares. Mr. Hauser’s RSU Retention Award was forfeited and cancelled in connection with his termination from the Company without cause, effective as of April 9, 2024. Remediation Bonus On August 6, 2024, the Compensation Committee approved the grant of a cash-based bonus in the amount of $300,000 to Mr. Monahan (the “Remediation Bonus”), provided that Mr. Monahan achieves the following performance goals by April 15, 2025 (the “Target Date”), the satisfaction of which will be determined by the Company (collectively, the “Remediation Goals”): Mr. Monahan must ensure (i) that a written remediation plan to address the Company’s Inventory Material Weakness as further described in Part I, Item 4 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 8, 2024, is implemented by April 15, 2025, whereby the remediation plan must establish a process for ongoing monitoring and oversight, appropriate training, and appropriate system enhancements to address (a) physical existence of inventory, (b) excess and obsolete inventory, and (c) inventory pricing and purchase agreements, including non-trade vendor receivables and potential disputes with vendors, and (ii) that systems and processes are in place to align the Company’s sales and operational planning process with the Company’s demand planning and inventory management process. The Company has determined that Mr. Monahan has successfully achieved the Remediation Goals in 2025.

  58. 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, 2024 are set forth in “Potential Payments Upon Termination or Change in Control” below.

  59. “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.

  60. 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.

  61. 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 2024, 2023 and 2022. Amounts and/or percentages may not foot due to rounding:

  62. 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 | 2024 | 1,430,769 | 500,000 | 5,709,798 | – | 48,808 | – | 2,892 | 7,692,267 | | Chief Executive Officer and | 2023 | 225,865 | – | 649,993 | – | – | – | 175 | 876,033 | | Former Interim Chief Executive Officer | 2022 | – | – | – | – | – | – | – | – | | Michael Monahan | 2024 | 483,077 | 85,500 | 1,752,266 | – | 20,434 | – | 16,513 | 2,357,790 | | Chief Financial Officer | 2023 | 168,077 | 100,000 | 2,945,310 | – | 42,839 | – | 408 | 3,256,634 | | | 2022 | – | – | – | – | – | – | – | – | | Brad Hauser | 2024 | 228,366 | 85,500 | – | – | – | – | 409,142 | 723,008 | | Former Chief Operating Officer | 2023 | 435,904 | 50,000 | 4,578,040 | – | 108,585 | – | 14,309 | 5,186,838 | | | 2022 | – | – | – | – | – | – | – | – | | Daniel Watson | 2024 | 447,923 | 88,200 | 1,460,220 | – | 22,268 | 19,219 | 587,311 | 2,625,141 | | Chief Revenue Officer | 2023 | 419,231 | – | 2,444,749 | – | 112,014 | 20,968 | 14,309 | 3,011,271 | | | 2022 | 394,350 | 371,197 | 2,969,643 | – | – | – | 11,812 | 3,747,001 |

  63. Summary Compensation Table

    | (1) Consists of signing bonuses to (a) Ms. Beck in connection with her full-time employment on April 8, 2024, (b) Mr. Monahan with his commencement of employment on August 10, 2023, and (c) Mr. Hauser in connection with his commencement of employment on January 3, 2023. Mr. Monahan, Mr. Hauser, and Mr. Watson received a cash retention bonus in recognition of their continued service with the Company through and until June 1, 2024, where such bonuses were paid on June 7, 2024. | | (2) Amounts reflect the full grant-date fair value of time-based RSU awards and/or PSUs granted in the fiscal years noted and computed in accordance with ASC Topic 718 for stock-based compensation transactions. Please refer to Note 12 to the consolidated financial statements included in our Annual Report for a discussion of additional assumptions used in calculating grant date fair value. The value of the PSU awards set forth above is based on the probable outcome of the performance conditions on the grant date. The grant date fair value of the PSUs granted to each of our NEOs in 2024, assuming the highest level of achievement of the performance conditions, was $7,269,581 in the aggregate for Ms. Beck, Mr. Monahan, and Mr. Watson. Mr. Hauser did not receive any RSU or PSU awards in fiscal year 2024 due to the date of his separation. For information with respect to the individual RSU awards and PSU awards made for fiscal year 2024, please see the “Grants of Plan-Based Awards in Fiscal 2024” table below. | | (3) Amounts reflect the full grant-date fair value of time-based stock options granted in the fiscal years noted and computed in accordance with ASC Topic 718 for stock-based compensation transactions. Please refer to Note 12 to the consolidated financial statements included in our Annual Report for a discussion of additional assumptions used in calculating grant date fair value. | | (4) Amounts reflect the total payout to each NEO under our 2024 annual performance-based cash incentive program. For more information, see “Annual Performance-based Cash Incentive Compensation”. | | (5) Represents the change in value of the NEO’s Non-Qualified Deferred Compensation earnings (“NQDC”). |

  64. Summary Compensation Table

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

  65. Summary Compensation Table

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

  66. Summary Compensation Table

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

  67. Grants of Plan-Based Awards in Fiscal 2024

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

  68. Grants of Plan-Based Awards in Fiscal 2024

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

  69. Grants of Plan-Based Awards in Fiscal 2024

    | (1) Amounts in this column represent cash performance bonus opportunities for our NEOs in 2024 under our annual performance-based cash incentive plan, which is described above in the CD&A section under “Annual Performance-Based Cash Incentive Compensation”. Ms. Beck and Mr. Hauser’s targets reflect a pro-rata portion based on the full-time employment start- and end-dates in 2024. |

  70. Grants of Plan-Based Awards in Fiscal 2024

    | (2) Represents RSUs granted to our NEOs pursuant to the 2021 Plan. The number of shares shown reflects the 2024 RSU awards granted under the 2021 Plan. The RSU awards made in fiscal year 2024 vest in three equal installments on the first, second, and third anniversary of the date of grant, assuming continued employment with the Company through the applicable vesting date. | | (3) Amounts reflect the full grant-date fair value of the RSUs or PSUs, as applicable, granted during fiscal year 2024 in accordance with ASC Topic 718. The value of PSU awards set forth above is based on the probable outcome of the performance conditions on the grant date. We provide information regarding the assumptions used to calculate these values in Note 12 to the consolidated financial statements included in our Annual Report. | | (4) Represents Stock Price PSUs granted under the 2021 Plan. Each Stock Price PSU converts on a one-for-one basis to the Company’s Class A Common Stock upon vesting. See “Stock Price Vested Performance-Based Restricted Stock Unit Awards” in the CD&A section above for additional details. | | (5) Represents TSR PSUs granted under the 2021 Plan. Each TSR PSU converts on a one-for-one basis to the Company’s Class A Common Stock upon vesting. See “Performance-Based Restricted Stock Units” in the CD&A section above for additional details. | | (6) Represents RSUs granted pursuant to the 2021 Plan, of which 162,337 RSUs vested on November 22, 2024. |

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

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

  72. 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, 2024. Amounts and/or percentages may not foot due to rounding:

  73. 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 | – | – | – | – | – | 837,662 | 1,331,883 | – | – | | | – | – | – | – | – | – | – | 220,779(3) | 351,039 | | | – | – | – | – | – | – | – | 69,805(4) | 110,990 | | Michael Monahan | – | – | – | – | – | 235,405 | 374,294 | – | – | | | – | – | – | – | – | 88,356 | 140,486 | – | – | | | – | – | – | | | 292,207 | 464,609 | – | – | | | – | – | – | – | – | – | – | 24,350(4) | 38,717 | | Brad Hauser | – | – | – | – | – | – | – | – | – | | Daniel Watson | 232,500(5) | 77,500(6) | – | 12.85 | 5/6/2031(7) | – | – | – | – |

  74. 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 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.” |

  75. Outstanding Equity Awards at Fiscal Year-End Table

    | (2) The values shown equal the number of shares or units multiplied by $1.59, the closing price of a share of our Class A Common Stock on December 31, 2024 as reported on Nasdaq. | | (3) The Stock Price PSUs vest following the conclusion of the January 1, 2024 through December 31, 2026 performance period based upon the level of attainment of absolute stock price. Values shown assume vesting at threshold. For additional information, see “Stock Price Vested Performance-Based Restricted Stock Unit Awards” in the CD&A section above. | | (4) The TSR PSUs vest following the conclusion of the January 1, 2024 through December 31, 2026 performance period based upon the level of attainment of our relative TSR compared to the relative TSR of companies that comprise of a blended peer group of the Company’s Compensation Peer Group and the Dow Jones US Select Medical Equipment Index in accordance with the table below (the “TSR PSUs”). Values shown assume vesting at threshold. For additional information, see “Performance-Based Restricted Stock Units” in the CD&A section above. | | (5) The options granted to Mr. Watson had an original expiration date of May 6, 2025. However, due to Mr. Watson’s termination, the remaining vested but unexercised options were canceled on December 31, 2024. | | (6) Remaining stock options were to vest on May 6, 2025. However, as a result of Mr. Watson’s termination, the remaining unvested options were canceled on December 31, 2024. | | (7) The options granted to Mr. Watson had an original expiration date of May 6, 2031. However, due to Mr. Watson’s termination, the remaining unvested options were canceled on December 31, 2024. |

  76. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024

  77. Option Exercises and Stock Vested in 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Marla Beck | – | – | 194,420(2) | 650,814 | | Michael Monahan | – | – | 206,057 | 262,592 | | Brad Hauser | – | – | 71,306 | 239,812 | | Daniel Watson | – | – | 482,302 | 842,548 |

  78. Option Exercises and Stock Vested in 2024

    | (1) These values represent the aggregate dollar amount realized upon vesting. The value is calculated by multiplying the number of shares of stock that vested by the market value of the shares on the vesting date. | | (2) In connection with her status as a member of the Board of Directors, Ms. Beck received a grant in 2023 in the amount of 16,357 shares of Class A Common Stock, which fully vested on June 14, 2024. The realized value on vesting was $32,223. |

  79. 2024 Non-Qualified Deferred Compensation Table

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

  80. 2024 Non-Qualified Deferred Compensation Table

    | | Executive Contributions in 2024 ($) | Beauty Health Contributions in 2024 ($) | Aggregate Earnings in 2024 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance as of 12/31/24 ($) | | Daniel Watson | – | – | 19,219 | – | 127,995 |

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

  82. Estimated Potential Payments

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

  83. 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 | 2,232,240 | 3,732,240 | 732,240 | | | Equity Acceleration (1) | 702,077 | 2,033,960 | 2,033,960 | | | All Other Payments or Benefits | – | – | – | | | Total (2) | 2,934,317 | 5,766,200 | 2,766,200 | | Michael Monahan | Cash | 776,000 | 1,067,000 | 291,000 | | | Equity Acceleration (1) | – | 838,903 | 838,903 | | | All Other Payments or Benefits | 28,358 | 28,358 | – | | | Total (2) | 804,358 | 1,934,261 | 1,129,903 |

  84. 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 $1.59, the closing trading price of our Class A Common Stock on December 31, 2024 as reported on The Nasdaq Capital Market and (ii) subtracting the exercise price for the options. Accelerated options have no value as of December 31, 2024 due to the exercise price being below the closing trading price of $1.59. With respect to RSUs and PSUs, the value of equity acceleration was calculated by multiplying the number of accelerated applicable equity by $1.59, the closing trading price of our Class A Common Stock on December 31, 2024. Under “Termination Without Cause or for Good Reason / Cause in Connection with a Change in Control” accelerated relative TSR PSUs have no value due to performance being under threshold as of December 31, 2024. However, accelerated Stock Price PSUs would fully vest, regardless of the price per share of the Company’s Class A Common Stock. Under “Termination due to Death or Disability” accelerated Stock Price PSUs would fully vest, regardless of the price per share of the Company’s Class A Common Stock. | | (2) Amounts shown are the maximum potential payments and benefits the applicable NEO would have received as of December 31, 2024 (without taking into account any Code Section 280G “best pay” provision that may result in the reduction of such payments and benefits ). |

  85. 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 2024, compared to our TSR from our initial public offering date, May 6, 2021 through the end of each such year, and our net income and revenue for each such year.

  86. PAY VERSUS PERFORMANCE

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

  87. PAY VERSUS PERFORMANCE

    | (1) The first PEO is Clinton Carnell, who served as PEO in 2021. Any Stock or Option Awards granted in the year were forfeited in the year and therefore had a zero value as of the end of the year. Compensation Actually Paid reflects the sum of Salary and All Other Compensation for the year. | | (2) The second PEO is Brenton L. Saunders, who served as our interim CEO from January 1, 2022 to February 6, 2022. | | (3) The third PEO is Andrew Stanleick, who served as our PEO for the remainder of 2022 after Mr. Saunders resumed his role as our Executive Chairman for the fiscal year of 2022. | | (4) The fourth PEO is Marla Beck, who became PEO effective November 20, 2023. |

  88. PAY VERSUS PERFORMANCE

    | (5) Represents the total compensation paid to our PEO in each listed year, as shown in our Summary Compensation Table for such listed year. | | (6) Compensation actually paid does not mean that our PEO was actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of summary compensation table total compensation under the methodology prescribed under the relevant rules as shown in the adjustment table below. |

  89. PAY VERSUS PERFORMANCE

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

  90. 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 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. |

  91. PAY VERSUS PERFORMANCE

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

  92. PAY VERSUS PERFORMANCE

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

  93. PAY VERSUS PERFORMANCE

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

  94. PAY VERSUS PERFORMANCE

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

  95. 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.

  96. PAY VERSUS PERFORMANCE

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

  97. 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. (9) Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported below and reinvesting all dividends until the last day of each reported fiscal year. Peer Group Total Shareholder Return is based on the S&P Consumer Discretionary Select Sector Index, which is what we have used for Item 201(e) purposes in our Annual Report. (10) The dollar amounts reported are the Company’s net income reflected in the Company’s audited financial statements. (11) In the Company’s assessment, revenue is the financial performance measure that is the most important financial performance measure (other than total shareholder return and net income) used by the Company in 2024 to link compensation actually paid to performance. Description of Relationships Between Compensation Actually Paid and Performance We believe the Company’s pay-for-performance philosophy is well reflected in the table above because the Compensation Actually Paid tracks well to the performance measures disclosed in such tables. The graphs below describe, in a manner compliant with the relevant rules, the relationship between Compensation Actually Paid and the individual performance measures shown. Relationship between Compensation Actually Paid (CAP) for PEO and NEOs (Average) vs. Cumulative TSR of Company and the Peer Group The following chart shows the relationship between Compensation Actually Paid to our PEO and Average Compensation Actually Paid to our Other NEOs and our TSR, as well as the relationship between our TSR and the TSR of our peer group. Relationship between Compensation Actually Paid (CAP) for PEO and NEOs (Average) vs. Net Income The following chart shows the relationship between Compensation Actually Paid to our PEO and Average Compensation Actually Paid to our Other NEOs and Net Income. Relationship between Compensation Actually Paid (CAP) for PEO and NEOs (Average) vs. Revenue The following chart shows the relationship between Compensation Actually Paid to our PEO and Average Compensation Actually Paid to our Other NEOs and Revenue. Most Important Company Performance Measures for Determining Executive Compensation Item 402(v) of Regulation S-K also requires that we provide the following tabular list of at least three and not more than seven financial performance measures that we have determined are our most important financial performance measures used to link compensation actually paid to our NEOs for the most recently completed fiscal year to the Company’s performance. These financial performance measures are:

  98. PAY VERSUS PERFORMANCE

    | • | Revenue; |

  99. PAY VERSUS PERFORMANCE

    | • | Adjusted EBITDA; |

  100. PAY VERSUS PERFORMANCE

    | • | TSR; and |

  101. PAY VERSUS PERFORMANCE

    | • | Consumable Sales Growth. |

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