DEF 14A of SkinHealth Systems Inc., Apr 24, 2026

DEF 14A of SkinHealth Systems Inc.

Filed Apr 24, 2026 · FY20250001683168-26-003189

Open on EDGAR

  1. 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. Mr. Saunders also serves as a director of ARS Pharmaceuticals Inc. In addition to Mr. Saunders’ current public company director positions, he serves as a member of the board of private companies including Arena AI, Rapalogix Health, Inc., Cambrian Bio and Roam HQ Inc., where he also serves as the chairman of the board, and as a board advisor for Nextech Systems, LLC. He has also served as a member of the Executive Board of Trustees at Mount Sinai Medical Center since 2022. 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. Pedro Malha has served on our Board of Directors since October 1, 2025, and as our President and Chief Executive Officer since October 1, 2025. Prior to his appointment, Mr. Malha served as Worldwide Division President and Corporate Officer of Abbott Laboratories, a publicly-traded global healthcare company listed on the New York Stock Exchange, from September 2021 to September 2025. Before rejoining Abbott Laboratories, Mr. Malha served as Worldwide Group President and Division President at Zimmer Biomet Holdings, Inc., a publicly-traded global medical device company listed on the New York Stock Exchange, where he led global operations across multiple business units from May 2017 to September 2021. From 2008 to 2016, Mr. Malha held several senior leadership roles at Abbott Laboratories, including Divisional Vice President, overseeing commercial organizations and strategic functions across the Americas and EMEA regions. Prior to Mr. Malha's original tenure with Abbott Laboratories, he spent six years at Johnson & Johnson, a publicly-traded global healthcare company listed on the New York Stock Exchange, where he held positions of increasing responsibility within its European operations. Mr. Malha holds a Master of Business Administration from Boston University and a Bachelor of Science from Bentley University. We believe that Mr. Malha is qualified to serve on our Board of Directors because of his experience with healthcare devices and consumables and leading various divisions of publicly traded healthcare companies. E. Scott Beattie has served on our Board of Directors since April 17, 2026. Mr. Beattie is a seasoned consumer-products executive and board member with extensive global operating, governance, and financial oversight experience. Mr. Beattie currently serves as director for Rexair, LLC, a manufacturing company, a role he has held since 2019 as well as a director for SENISCA Ltd., a UK based biotech company, since June 2021. Since 2019, Mr. Beattie has served as a director and advisor to Crisp Inc. and Boosted AI, both data platforms utilizing artificial intelligence (“AI”) analytics to drive business productivity. Mr. Beattie also previously served as a director of MAV Beauty Brands Inc. from September 2023 to February 2024, as Chairman of the Board for NexJ Systems Inc. from 2020 to 2022, and as a director and non-executive Vice Chairman of Revlon, Inc. from November 2016 to April 2023. Earlier in his career, Mr. Beattie served as Chairman and Chief Executive Officer of Elizabeth Arden, Inc., a U.S. based public company listed on Nasdaq, from March 1998 to September 2016, where he led the company’s expansion into over 120 markets. Mr. Beattie is also a founding investor in Newsela, Inc., and Grouper Education, Inc., both EdTech platforms leveraging AI to deliver improved education outcomes. Mr. Beattie earned both his bachelor’s degree in business administration and Master of Business Administration from the Ivey Business School at Western University, where he also currently serves as a member on its advisory board since 2000. We believe that Mr. Beattie is qualified to serve on our Board of Directors due to his extensive senior leadership in the global beauty and consumer products sector, board experience, and experience in international markets and brand-building.

  2. Nominees for Election to the Board of Directors

    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. Michelle Kerrick has served on our Board of Directors since May 4, 2021. Ms. Kerrick is an accomplished leader and retired “Big 4” accounting firm partner with 35 years of diverse management and executive leadership experience, with Deloitte. Ms. Kerrick currently serves on the boards of the publicly traded REIT, AMH (d.b.a. American Homes 4 Rent) and is currently the audit committee chair of AMH. She is also a director of EverPower AI, LLC, and Capital Bank & Trust Company (a subsidiary of Capital Group), both of which are private companies, and formerly served as director of SoftBank’s LDH Growth Corp I (Nasdaq: LDHAU), where she also served as audit committee chair. Ms. Kerrick further serves on the non-profit board of the Women’s Board of Barrow Neurological Foundation and formerly served as a non-board member of the audit committee for AZ Community Foundation. Ms. Kerrick served as the West Region Market Leader and Managing Partner of the Los Angeles office of Deloitte, the world’s largest consulting firm by revenue and 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. Ms. Kerrick began her career with Deloitte in the Phoenix office in the Audit group in 1985. She became a Partner of Deloitte in 1998 and Managing Partner of the Phoenix office in 2005. She transferred to Los Angeles as the Managing Partner in late 2010 and became the West Region Market Leader in 2019. Ms. Kerrick advised a diverse group of public and privately held companies ranging from middle market to large multi-nationals and now serves as a board member to public and private/pre-IPO companies. As a relationship leader and financial expert, Ms. Kerrick led Deloitte’s National CFO Leadership Program for the West Region which focused on supporting CFOs in their complex roles. Ms. Kerrick led the relationships with strategic Deloitte client’s including Mattel, the Los Angeles Sports and Entertainment District (Sofi Stadium), CBRE and Snap, Inc. During her career, she gained extensive experience in the boardroom working with the Audit Committees and boards of companies including Mattel, Teledyne, Taylor Morrison, Kilroy Realty and TCW Group on a range of complex issues, including digital transformation, initial public offerings, cost reduction, cybersecurity, governance and enterprise risk. Ms. Kerrick has deep experience in governance roles within Deloitte. She served on Deloitte’s Board Council and Strategic Investment Committee in which she oversaw various acquisitions and investments. Ms. Kerrick also served two terms on Deloitte’s Nominating Committee which is responsible for CEO and board director selection. Ms. Kerrick attends various board governance programs and completed the Harvard Business School Making Corporate Boards More Effective program in November 2024. As a community leader, Ms. Kerrick held a number of senior governance roles in prominent professional and community organizations. She served as the 2018 Board Chair of the Los Angeles Chamber of Commerce; board member of Los Angeles Sports and Entertainment Commission; Board of Advisors for Salvation Army Western Territories; a member of Young President’s Organization Los Angeles Gold; and a Director of Polytechnic School in Pasadena. She was also on the Bid Committees which secured the 2022 Super Bowl, as well as the 2028 Olympic Summer Games for Los Angeles. Ms. Kerrick is committed to the advancement of women in the workplace. She was named a Los Angeles Top 500 Leader, “Executive of the Year,” as well as, one of the “Most Influential Women in Accounting” by the Los Angeles Business Journal. Ms. Kerrick received her B.S. degree in accountancy from Northern Arizona University and is a recipient of the University’s outstanding alumnus award. She is a retired member of the California and Arizona State Boards 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 experience in the areas of financial and strategic planning, operational effectiveness, and digital transformation. She also has a strong background in corporate governance and is qualified to serve as a financial expert. Brian Miller has served on our Board of Directors since May 4, 2021. Mr. Miller is a Co-Founder and Partner of Linden Capital Partners LLC (“Linden”), a leading healthcare exclusive 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 Biosciences, 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.

  3. Nominees for Election to the Board of Directors

    We believe that Mr. Miller is qualified to serve on our Board of Directors because of his significant knowledge of our Company and his extensive experience in beauty and consumer product, investment banking, management, and senior leadership experience, as well as his business experience in global operations, finance/audit, corporate governance, regulatory, manufacturing, sales & marketing, environmental, human resources, social & governance matters, product development, compliance/ethics, investor relations, and talent development. Doug Schillinger has served on our Board of Directors since May 4, 2021. Mr. Schillinger joined DW Healthcare Partners in 2004 and is currently a Managing Director and oversees several of the firm’s portfolio investments. Mr. Schillinger’s investment, transaction and board experience include a broad array of healthcare service and medical devices including pharma services, diagnostics, medical tech products and devices, provider services, laboratory services, post-acute care, medical aesthetics, and telehealth. Before joining DW Healthcare Partners, Mr. Schillinger worked for Bain & Company and Accenture (previously Andersen Consulting). He is currently a board member of Public Partnerships Limited, Parnell Veterinary Pharmaceuticals, Aequor Healthcare Services, Chrysalis, CareXM, and Vets Plus Inc. Mr. Schillinger was previously a board member of Z-Medica, Reliant Rehabilitation, Tandem Labs, American Optics, Global Physics Solutions, Spectrum Solutions, Arteriocyte Medical Systems, Healthcare Private Equity Association, and 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. Sachin Shridharani, M.D. has served on our Board of Directors since April 17, 2026. Dr. Shridharani is a board-certified plastic surgeon and the founder of LUXURGERY©, an aesthetic surgery practice. Additionally, Dr. Shridharani currently serves as Chief Medical Officer of SkinSpirit Essential LLC, a medical spa specializing in medical-grade skincare, aesthetic treatments, and injectables, a role he has held since September of 2024. He also serves on the Board of Directors for The Aesthetic Society, a private organization dedicated to the safe practice of plastic surgery and cosmetic medicine. Dr. Shridharani is recognized as an innovator and pioneer in the field of plastic surgery for developing his signature body and facial contouring technique, Surgery in a Syringe℠. He has served as a Principal Investigator for over 60 clinical trials and has co-authored over 200 peer-reviewed articles, textbook chapters, and abstracts in medical journals including the Journal of the American Medical Association, Plastic and Reconstructive Surgery, and Aesthetic Surgery Journal. Dr. Shridharani serves as the Section Editor for Cosmetic Medicine in Aesthetic Surgery Journal. Dr. Shridharani has a Doctor of Medicine from the University of Missouri, and completed his training in Plastic and Reconstructive Surgery at Johns Hopkins Hospital. Following his surgical residency, Dr. Shridharani completed an Aesthetic Plastic Surgery fellowship at the Manhattan Eye, Ear and Throat Hospital. Dr. Shridharani also obtained a Certificate Program in Surgical Leadership at Harvard Medical School and currently serves as an Associate Clinical Professor of Plastic Surgery at Washington University – St. Louis School of Medicine. We believe that Dr. Shridharani is qualified to serve on our Board of Directors due to his extensive experience in cosmetic medicine and expertise in the beauty and consumer products industry. Kenneth Tripp has served on our Board of Directors since April 17, 2026. Mr. Tripp currently serves as the Senior Vice President of Global Operations and Logistics at Zimmer Biomet Holdings, Inc. (“Zimmer Biomet”), a publicly traded medical device company, where he leads manufacturing, supply chain, engineering, and commercial operations, a role he has held since 2018. During his time at Zimmer Biomet, Mr. Tripp has successfully led the integration, optimization, and expansion of Zimmer Biomet’s global operations network. From July 2017 to February 2018, Mr. Tripp served as Senior Vice President of Manufacturing at Cardinal Health Technologies, LLC and was responsible for the manufacturing of medical supplies and patient care products across sixteen sites globally. Prior to his time at Cardinal Health Technologies, LLC, Mr. Tripp held senior manufacturing and supply chain roles with Covidien plc (now Medtronic plc), where he was responsible for managing large-scale and complex manufacturing operations and supply chains for various divisions, product lines, and geographies. Mr. Tripp retired from the US Navy and Navy Reserve after 25 years of service in 2009 and holds a Master of Business Administration with a focus on organizational leadership from Ashford University. We believe Mr. Tripp is qualified to serve on our Board of Directors due to his extensive senior leadership experience in the medical device industry, his expertise in manufacturing, supply chain and quality management, business strategy, regulatory and government relations, and financial literacy and risk assessment skills. CORPORATE GOVERNANCE We are committed to good governance practices. Our governance practices seek to ensure that we conduct our affairs in a manner that matches the high standards we have set for our people, products, and services. We believe that good governance builds integrity and trust, strengthens the accountability of our Board, management and employees, promotes the long-term interests of our stockholders, and allows us to be a good corporate citizen in each of the countries where we do business.

  4. Workplace Health and Safety

    | Name | Fees Earned or Paid in Cash ($) (1) | Deferred Compensation ($)(2) | Stock Awards ($) (3) | Total ($) | | Brenton L. Saunders (4) | 145,000 | 0 | 112,500 | 257,500 | | Stephen J. Fanning (4) | 62,500 | 0 | 112,500 | 175,000 | | Desiree Gruber (4) | 52,500 | 0 | 112,500 | 165,000 | | Michelle Kerrick (4) | 70,000 | 0 | 112,500 | 182,500 | | Brian Miller (4) | 57,500 | 0 | 112,500 | 170,000 | | Philippe Schaison, PharmaD (4) | 9,844 | 0 | 75,000(5) | 84,844 | | Douglas Schillinger (4) | 70,000 | 89,825 | 112,500 | 272,325 |

  5. 2025 Compensation Highlights

    2025 Compensation Highlights Consistent with our compensation philosophy, key compensation decisions for 2025 included the following: Base Salaries We continue to target the market median of our peers for our 2025 base salaries based on the market analysis of our independent compensation consultant, as described further below. We believe that providing base salaries at the current level allows us to attract and retain superior talent in a competitive market. Annual Cash Incentives We target our 2025 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 2025, 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 and adjusted EBITDA. For 2025, the total weighted performance based annual cash incentive payments as a percent of target was 140.0%. See “Annual Performance-based Cash Incentive Compensation” below for more detail. Equity-Based Long-Term Incentives In 2025, we granted approximately 65% 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 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 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. Except for the equity based compensation granted to Mr. Malha in October 2025 pursuant to his employment agreement, the target grant date value of the Equity Based Compensation granted to the NEOs and approved by the Compensation Committee in 2025 was reduced by 25% compared to 2024 levels, reflecting the year-over-year decrease in the Company’s Class A Common Stock. Similar to the approach taken for non-employee directors, this reduction was applied to align grant values with current market conditions.

  6. 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 | |

  7. Executive Compensation Objectives and Philosophy

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

  8. Executive Compensation Objectives and Philosophy

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

  9. Determination of Executive Compensation

    Determination of Executive Compensation Role of Compensation Committee and Executive Officers The Compensation Committee is responsible for establishing and overseeing our executive compensation programs and annually reviews and determines the compensation to be provided to our NEOs, other than with respect to our President and Chief Executive Officer, whose compensation is determined by the full Board of Directors (without the Chief Executive Officer). In setting executive compensation, the Compensation Committee considers a number of factors, including the recommendations of our President and Chief Executive Officer (other than with respect to the President and Chief Executive Officer’s own compensation) and our human resources team, current and past total compensation, competitive market data and analysis provided by the Compensation Committee’s independent compensation consultant, Company performance, each executive’s impact on Company results, each executive’s relative scope of responsibility and potential, each executive’s individual performance and demonstrated leadership, and internal equity pay considerations. Our President and Chief Executive Officer’s recommendations are based on the President and Chief Executive Officer’s evaluation of each other NEO’s individual performance and contributions, of which our President and Chief Executive Officer has direct knowledge. Our Board makes decisions regarding our President and Chief Executive Officer’s compensation, following a recommendation from the Compensation Committee. Role of Independent Compensation Consultant To design a competitive executive compensation program that will continue to attract, motivate, retain and reward top executive talent and reflect our compensation philosophy, our Compensation Committee has retained Frederic W. Cook & Co. (“FW Cook”) as an independent compensation consultant to provide executive compensation advisory services, help evaluate our compensation philosophy and objectives, and provide guidance in administering our executive compensation program. The Compensation Committee has evaluated FW Cook’s independence pursuant to the requirements of Nasdaq and SEC rules and has determined that FW Cook does not have any conflicts of interest in advising the Compensation Committee. FW Cook did not provide any other services to the Company in 2025. Role of Peer Company Information In July 2024, FW Cook provided an analysis of data derived from (i) a peer group consisting of 17 companies that were selected by our Compensation Committee, in consultation with FW Cook (the “Company’s Compensation Peer Group”, or the “2025 Peer Group”), and (ii) the industry-specific survey, the constituent companies of which were not provided to the Compensation Committee. For 2025, 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. The table below sets forth the original 17 companies included in the 2025 Peer Group(1):

  10. Determination of Executive Compensation

    | (1) In 2024, the Compensation Committee reviewed and updated the Company’s compensation peer group for 2025 to better align with the Company’s size and market profile, removing companies that had been acquired or that were significantly larger in market capitalization, and adding companies that the Compensation Committee determined were more appropriately sized for comparison purposes. The following companies were added to the 2025 Peer Group: Inogen, Inc (INGN), Medifast, Inc (MED), Nature’s Sunshine (NATR), Nu Skin (NUS), Olaplex Holdings Inc (OLPX), Sight Sciences Inc (SGHT), Tactile Systems Tech (TCMD), and USANA Health Sciences (USNA). The following companies were removed from the Company’s 2024 peer group that were no longer reflected in the 2025 Peer Group: Axonics, Inc. (AXNX), e.l.f. Beauty, Inc. (ELF), Hims & Hers Health (HIMS), Inspire Medical Systems (INSP), Interparfums, Inc. (IPAR), iRhythm Technologies, Inc. (IRTC), Thorne HealthTech, Inc. (THRN), and YETI Holdings, Inc. (YETI). | | (2) During the first quarter of 2025, two companies in the 2025 Peer Group were delisted from the Nasdaq Stock Market (Cutera, Inc. and Revance Therapeutics, Inc.). Following these delistings, and on the advice of FW Cook, the Compensation Committee determined not to replace these delisted companies and continued to use the 2025 Peer Group, which now consists of 15 companies, in making compensation decisions for 2025. The Compensation Committee believes that the resulting peer group continues to provide an appropriate basis for evaluating the Company’s executive compensation programs based on market capitalization, revenues, industry, product offering, size, and growth-oriented companies. |

  11. Elements of Compensation

    | • | 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 |

  12. Elements of Compensation

    | • | 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. |

  13. 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 2025 is described further below.

  14. Base Salary

    | (1) Pursuant to Mr. Malha’s employment agreement, Mr. Malha is entitled to an annual base salary of $800,000 beginning October 1, 2025. Mr. Malha received a one-time cash bonus of $450,000 in connection with him becoming the President and Chief Executive Officer of the Company. The one-time bonus was provided as a sign-on incentive to induce Mr. Malha to join the Company and to compensate him for compensation opportunities that he forfeited from prior employment. 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. Malha (as President and Chief Executive Officer)”. | | (2) Pursuant to the Beck Employment Agreement (as defined below) with the Company, effective as of April 8, 2024, Ms. Beck was entitled to an annual base salary of $1,000,000. However, Ms. Beck received salary payments totaling $796,154 during the fiscal year ended December 31, 2025, since she was terminated without cause from her position as Chief Executive Officer, President and director effective as of September 30, 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 Agreement with Ms. Beck.” Ms. Beck also received $250,000 for providing transition-related consultation services after she was terminated pursuant to the terms of her Separation Agreement, dated as of October 13, 2025 (the “Beck Separation Agreement”) and General Release of all Claims with the Company. |

  15. 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:

  16. 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 |

  17. 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:

  18. Annual Performance-Based Cash Incentive Compensation

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

  19. Annual Performance-Based Cash Incentive Compensation

    Funding for the 2025 annual performance-based cash incentive compensation was based 50% on revenue and 50% on adjusted EBITDA as set forth in the table below. Our Compensation Committee believes that using revenue and adjusted EBITDA 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 and adjusted EBITDA approved by the Compensation Committee.

  20. Annual Performance-Based Cash Incentive Compensation

    | 2025 Performance Goals | | | | | | | | | Metric | Threshold (50% payout) (1) | Target (100% payout) (1) | Maximum (200% payout) (1) | 2025 Actual Achievement (1) (2) | Unweighted Payout % | Weight | Weighted Payout % | | Revenue | $261.4 | $326.8 | $392.2 | $300.8 | 80% | 50% | 40% | | Adjusted EBITDA(3) | $25.9 | $34.5 | $43.1 | $45.1 | 200% | 50% | 100% | | Final Payout | | | | | | | 140% |

  21. Annual Performance-Based Cash Incentive Compensation

    | (1) In millions. | | (2) Amounts may not sum due to rounding. | | (3) Adjusted EBITDA is calculated as net loss excluding the effects of expense for income taxes; depreciation expense; amortization expense; share-based compensation expense; interest expense; interest income; other income, net; change in fair value of warrant liabilities; foreign currency loss gain, net; litigation related costs; Go-to-Market restructuring; and severance, restructuring and other. |

  22. Annual Performance-Based Cash Incentive Compensation

    In fiscal year 2025, our NEOs’ threshold, target, and maximum annual performance-based cash incentive (expressed as a percentage of base salary) were as follows:

  23. 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) | | Pedro Malha(1) | 62.5% | 125% | 250% | | Michael Monahan | 30% | 60% | 120% | | Sheri Lewis | 30% | 60% | 120% | | Ron Menezes | 30% | 60% | 120% | | Marla Beck | 50% | 100% | 200% |

  24. Annual Performance-Based Cash Incentive Compensation

    | (1) Employees who join the Company on or after October 1 of the applicable year are generally not eligible to participate in our annual performance-based cash incentive program. However, under the terms of his employment agreement, Mr. Malha who was appointed as the Company’s President and Chief Executive Officer, effective as of October 1, 2025, was a participant in the 2025 annual performance-based cash incentive plan. |

  25. Annual Performance-Based Cash Incentive Compensation

    Overall performance based on the weighted results set forth above resulted in a total achievement percentage of 140.0%, and therefore, the total payout to each NEO under the 2025 annual performance-based cash incentive plan were as follows:

  26. Annual Performance-Based Cash Incentive Compensation

    | Named Executive Officer | Target Annual Incentive (Amount) (1) | Achievement Percentage | Total Annual Incentive Earned (Amount) (2) | | Pedro Malha(1) (3) | $252,055 | 140% | $352,877 | | Michael Monahan(1) | $297,923 | 140% | $417,092 | | Sheri Lewis(1) | $297,923 | 140% | $417,092 | | Ron Menezes(1) | $270,000 | 140% | $378,001 | | Marla Beck | $1,000,000 | 140% | $1,400,000(4) |

  27. Annual Performance-Based Cash Incentive Compensation

    | (1) Target Annual Incentive (Amount) reflects each executive’s target opportunity for the year, taking into account any pro-rata and actual eligible earnings paid during 2025, as applicable, consistent with the design of the Company’s 2025 annual performance-based cash incentive plan. | | (2) Amounts are also set forth in the column entitled “Non-Equity Incentive Plan Compensation” in the “Summary Compensation Table (2025, 2024 and 2023)” below. | | (3) Pursuant to Mr. Malha’s employment agreement, Mr. Malha was entitled to receive a pro-rata portion of the 2025 annual performance-based cash incentive compensation that was equal to the larger of (a) the pro-rata Target Bonus (as defined in Mr. Malha’s employment agreement), in each case or (b) the pro-rata Annual Bonus (as defined in Mr. Malha’s employment agreement), based on wages earned between October 1, 2025 and December 31, 2025. | | (4) Represents the full amount of Ms. Beck’s 2025 annual performance-based cash incentive compensation, which includes $1,050,000 paid out under the Company’s 2025 annual performance-based cash incentive plan pursuant to her employment agreement, and the remaining $350,000 granted to Ms. Beck pursuant to the terms of her separation agreement. For more information on the amounts paid to Ms. Beck pursuant to her separation agreement, see “Executive Compensation – Ms. Beck’s Severance and Separation Agreement.” |

  28. 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. Our Board generally grants equity-based awards to our executive officers on an annual basis as well as during the year to newly hired executive officers, in the event of an expansion of an executive officer’s duties, and in other special circumstances. We do not have any program, plan, or practice to time annual or other grants of equity-based awards in coordination with the release of material nonpublic information or otherwise. Our Board does not take material nonpublic information into account when determining the timing and terms of equity-based awards and does not time the disclosure of material nonpublic information for the purpose of affecting the value of our executive officer compensation. Our Board generally makes annual equity grants to our executive officers and non-executive officer employees on a predetermined scheduled grant date during the quarter following each calendar year end. Newly hired executive officers typically receive an initial equity-based award on a predetermined date after their first day of employment. Our Compensation Committee and Board continually evaluate our equity award grant practices to maintain our competitiveness and to align with current practices in the market. As such, our equity award grant practices may change in the future.

  29. Annual Long-Term Incentive Program

    Annual Long-Term Incentive Program Our long-term incentive program for 2025 for our named executive officers was comprised of two components: time-based RSUs and PSUs.

  30. 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. |

  31. Annual Long-Term Incentive Program

    | • | 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. |

  32. Annual Long-Term Incentive Program

    In 2025, 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.

  33. Restricted Stock Units Granted in 2025

    Restricted Stock Units Granted in 2025 In March 2025, annual RSU grants were made to Mr. Monahan, Ms. Lewis, Mr. Menezes, and Ms. Beck. However, the annual RSU grant made to Ms. Beck was cancelled when she was terminated without cause from her role as Chief Executive Officer effective as of September 30, 2025. In October 2025, Mr. Malha received two separate RSU grants pursuant to his employment agreement; an initial RSU grant, and an annual RSU grant. The initial RSU grant was granted to compensate Mr. Malha in exchange for the forfeiture of outstanding equity awards at his prior employer, which he relinquished in connection with his decision to join the Company. All of 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.

  34. Performance-Based Restricted Stock Unit Awards

    Performance-Based Restricted Stock Unit Awards Final Results of 2023 Relative TSR PSU Awards (No PSUs Earned) In April 2023, annual PSU grants were made for all individuals that were determined to be the Company’s NEOs in 2023. These awards were earned at a rate between 0% and 200% of target and vested after a three-year performance period between January 1, 2023 and December 31, 2025 based on the Company’s relative TSR performance compared to the Dow Jones US Select Medical Equipment Index (the “2023 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 2023 TSR PSUs earned. Relative TSR PSU Awards Granted in 2025 In March 2025, annual PSU grants were made to Mr. Monahan, Ms. Lewis, Mr. Menezes, and Ms. Beck. However, the annual PSU grant made to Ms. Beck was cancelled when she was terminated without cause from her role as Chief Executive Officer effective as of September 30, 2025. In October 2025, Mr. Malha received two separate PSU grants pursuant to his employment agreement; an initial PSU grant, and an annual PSU grant. The initial PSU grant was granted to compensate Mr. Malha in exchange for the forfeiture of outstanding equity awards at his prior employer, which he relinquished in connection with his decision to join the Company. All of these PSU 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, 2025 until December 31, 2027 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”):

  35. 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 |

  36. Stock Price PSU Awards Granted in 2024

    Stock Price PSU Awards Granted in 2024 In 2024, Ms. Beck, in connection with her position as our former 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 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:

  37. Stock Price PSU 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% |

  38. Stock Price PSU 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. However, pursuant to the Beck Employment Agreement (as defined below), effective as of September 30, 2025, 441,558 of Ms. Beck’s Stock Price PSUs fully vested in connection with the termination of Ms. Beck from her position as President, CEO, and director. For more information, see “Executive Compensation – Ms. Beck’s Severance and Separation Agreement.”

  39. 2025 RSU and PSU Grants to NEOs

    2025 RSU and PSU Grants to NEOs In 2025, we made the following grants of RSUs and PSUs to our NEOs:

  40. 2025 RSU and PSU Grants to NEOs

    | Name | Number of RSUs(1) | Number of TSR PSUs (at target) | 2025 Total LTI Grant Date Fair Value(2) | | Pedro Malha(1)(3) | 2,190,384 | 730,127 | $5,344,534 | | Michael Monahan(1) | 639,204 | 213,068 | $1,295,453 | | Sheri Lewis(1) | 639,204 | 213,068 | $1,295,453 | | Ron Menezes(1) | 639,204 | 213,068 | $1,295,453 | | Marla Beck (1) (4) | 1,832,386 | 610,795 | $3,713,635 |

  41. 2025 RSU and PSU Grants to NEOs

    _________________

  42. 2025 RSU and PSU Grants to NEOs

    | (1) Includes all RSUs issued by the Company in fiscal year 2025 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. | | (2) The grant date fair value of RSU awards is based on the closing price of the Company’s Class A Common Stock on the grant date of such RSU award. The grant date fair value of PSU awards is determined using a Monte Carlo valuation model. 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. | | (3) Includes (i) an initial grant of 1,228,846 RSUs, (ii) an initial grant of 320,512 PSUs, (iii) an annual grant of 961,538 RSUs, and (iv) an annual grant of 320,512 PSUs pursuant to the terms of Mr. Malha’s employment agreement. | | (4) Neither of the RSUs nor the PSUs granted to Ms. Beck in 2025 vested, since Ms. Beck was terminated from her role as Chief Executive Officer, President and director without cause effective as of September 30, 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 Agreement with Ms. Beck.” |

  43. 2025 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 2025, see “Potential Payments Upon Termination or Change in Control” below.

  44. Performance-Based Remediation Bonus

    Performance-Based Remediation Bonus On August 6, 2024, the Compensation Committee approved a one-time, cash-based bonus opportunity of $300,000 to Mr. Monahan (the “Remediation Bonus”), which was entirely contingent upon the achievement of specified remediation-related performance goals by April 15, 2025 (the “Target Date”), as determined by the Company (collectively, the “Remediation Goals”). Specifically, Mr. Monahan was required to 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, was implemented by the Target Date, including establishing processes for ongoing monitoring and oversight, appropriate training, and appropriate system enhancements related to (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. In February 2025, the Company determined that Mr. Monahan successfully achieved the Remediation Goals, and as a result, the Remediation Bonus was paid in March 2025.

  45. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements We are party to an employment agreement 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, 2025 are set forth in “Potential Payments Upon Termination or Change in Control” below.

  46. Other Policies and Considerations

    Under our stock ownership guidelines, shares counted toward the ownership requirements include vested shares, vested and unvested time-based restricted stock, RSUs, deferred stock units, stock held in the Company’s 401(k) plan and stock owned in trust by spouses or children. NEOs and non-employee directors are required to retain 100% of the after-tax shares received from the Company if guidelines are not met within five years. Derivatives Trading, Hedging, and Pledging Policies Our Insider Trading Policy provides that no employee, officer, or director may acquire, sell, or trade in any interest or position relating to the future price of Company securities, such as a put option, a call option or a short sale, or engage in hedging transactions. In addition, our Insider Trading Policy provides that no employee, officer, or director may pledge Company securities as collateral to secure loans. This prohibition means, among other things, that these individuals may not hold Company securities in a “margin” account, which would allow the individual to borrow against their holdings to buy securities. Section 409A The Compensation Committee takes into account whether components of the compensation for our executive officers will be adversely impacted by the penalty tax imposed by Section 409A of the Code, and aims to structure these components to be compliant with or exempt from Section 409A to avoid such potential adverse tax consequences. Section 162(m) Section 162(m) of the Code disallows a tax deduction to public companies for compensation in excess of $1 million paid to “covered employees”, which generally includes all NEOs. While the Compensation Committee may take the deductibility of compensation into account when making compensation decisions, the Compensation Committee will award compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not deductible by us. “Golden Parachute” Payments Sections 280G and 4999 of the Code provide that certain executive officers and other service providers who are highly compensated or hold significant equity interests may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that we, or a successor, may forfeit a tax deduction on the amounts subject to this additional tax. While the Compensation Committee may take the potential forfeiture of such tax deduction into account when making compensation decisions, it will award compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not deductible by us. Accounting for Share-Based Compensation We follow ASC Topic 718 for our share-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, RSUs and PSUs, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our NEOs may never realize any value from their awards. Compensation Risk Assessment Each year, the Compensation Committee, in consultation with FW Cook, reviews and evaluates our compensation policies and practices for all employees to assess to what extent, if any, these policies and practices could result in risk taking incentives, whether our compensation policies and practices mitigate such risk taking incentives by properly aligning the interests of our employees with the interests of our stockholders, and whether risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us. In April 2025, the Compensation Committee reviewed the results of the 2025 annual compensation risk assessment and concluded that the risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on us. COMPENSATION COMMITTEE REPORT The Compensation Committee reviewed and discussed the foregoing Compensation Discussion and Analysis with the Company’s management. Based on this review and discussion with management, the Compensation Committee recommended to the Board of Directors that the CD&A be included in this Proxy Statement. The foregoing report has been furnished by the Compensation Committee. COMPENSATION COMMITTEE Doug Schillinger (Chair) Brian Miller Desiree Gruber Philippe Schaison, PharmaD E. Scott Beattie Members of the Compensation Committee EXECUTIVE COMPENSATION

  47. 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 2025, 2024 and 2023. Amounts and/or percentages may not foot due to rounding:

  48. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | Pedro Malha | 2025 | 163,077 | 450,000 | 5,344,534 | 352,877 | 833 | 6,311,321 | | Chief Executive Officer | 2024 | – | – | – | – | – | – | | | 2023 | – | – | – | – | – | – | | Michael Monahan | 2025 | 496,539 | 300,000 | 1,295,453 | 417,092 | 17,027 | 2,526,111 | | Chief Financial Officer | 2024 | 483,077 | 85,500 | 1,752,266 | 20,434 | 16,513 | 2,357,790 | | | 2023 | 168,077 | 100,000 | 2,945,309 | 42,839 | 408 | 3,256,633 | | Sheri Lewis | 2025 | 496,539 | – | 1,295,453 | 417,092 | 17,511 | 2,226,595 | | Chief Operations, Quality | 2024 | 335,769 | 75,000 | 1,839,881 | 161,169 | 4,773 | 2,416,592 | | and Technology Officer | 2023 | – | – | – | – | – | – | | Ron Menezes | 2025 | 450,001 | 50,000 | 1,295,453 | 378,001 | 17,690 | 2,191,145 | | Chief Revenue Officer | 2024 | 77,885 | 50,000 | 799,999 | – | 870 | 928,754 | | | 2023 | – | – | – | – | – | – | | Marla Beck | 2025 | 796,154 | – | 3,713,635 | 1,050,000 | 2,102,396 | 7,662,185 | | Former Chief Executive Officer and | 2024 | 1,430,769 | 500,000 | 5,709,798 | 48,808 | 2,892 | 7,692,267 | | Former Interim Chief Executive Officer | 2023 | 225,865 | – | 649,993 | – | 175 | 876,033 |

  49. Summary Compensation Table

    ______________

  50. Summary Compensation Table

    | (1) Consists of signing bonuses to (a) Mr. Malha in connection with his employment on October 1, 2025, (b) Mr. Menezes in connection with his commencement of employment on October 14, 2024, of which the first $50,000 was payable within 30 days of the commencement of employment, and the remaining $50,000 payable six months from the commencement of employment, (c) Ms. Lewis in connection with her commencement of employment on April 8, 2024, (d) Ms. Beck in connection with her full-time employment on April 8, 2024, and (e) Mr. Monahan in connection with his commencement of employment on August 10, 2023. Mr. Monahan received a performance-based Remediation Bonus for successfully achieving the Remediation Goals in March 2025. Mr. Monahan also received a cash retention bonus in recognition of his continued service with the Company through and until June 1, 2024, where such bonus was paid in June 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 2025, assuming the highest level of achievement of the performance conditions, was (a) $2,162,767 for Mr. Malha’s initial PSU award, (b) $1,692,303 for Mr. Malha’s annual PSU award, (c) $903,408 for Mr. Monahan’s annual PSU award, (d) $903,408 for Ms. Lewis’s annual PSU award, (e) $903,408 for Mr. Menezes’ annual PSU award, and (f) $2,589,771 for Ms. Beck. Ms. Beck forfeited the 2025 grant pursuant to her severance agreement. For information with respect to the individual RSU awards and PSU awards for fiscal year 2025, please see the “Grants of Plan-Based Awards in Fiscal 2025” table below. | | (3) Amounts reflect the total payout to each NEO under our annual performance-based cash incentive program for the respective performance year. For more information, see “Annual Performance-based Cash Incentive Compensation.” | | (4) The amounts shown in this column for 2025 consist of the following components (amounts and/or percentages may not foot due to rounding): |

  51. Summary Compensation Table

    | Name | Matching Contribution to 401(k) Plan ($) (1) | Life and Disability Insurance Premiums Paid by Company ($) | Severance Paid or Accrued ($) | Total ($) | | Pedro Malha | – | 833 | – | 833 | | Michael Monahan | 14,000 | 3,027 | – | 17,027 | | Sheri Lewis | 14,000 | 3,511 | – | 17,511 | | Ron Menezes | 14,000 | 3,690 | – | 17,690 | | Marla Beck | – | 2,396 | 2,100,000(2) | 2,102,396 |

  52. Summary Compensation Table

    | (1) Includes Company matching contributions under the Company’s 401(k) plan, including amounts earned with respect to 2025 compensation that will be contributed in 2026 pursuant to the Company’s 401(k) plan’s true-up provisions. | | (2) Includes $350,000 pursuant to the Beck Separation Agreement, and $1,750,000 received pursuant to the Beck Employment Agreement. |

  53. Grants of Plan-Based Awards in Fiscal 2025

    Grants of Plan-Based Awards in Fiscal 2025 The following table provides supplemental information relating to grants of plan-based awards made during fiscal year 2025 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 2025. Amounts and/or percentages may not foot due to rounding:

  54. Grants of Plan-Based Awards in Fiscal 2025

    | | | 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) | | Pedro Malha | | | | | | | | | | | 2025 Annual Incentive Plan | | 126,028 | 252,055 | 504,110 | | | | | | | RSU Grant(5) | 10/9/2025 | | | | | | | 961,538 | 1,499,999 | | RSU Grant(5) | 10/9/2025 | | | | | | | 1,228,846 | 1,917,000 | | PSU Grant(4) (5) | 10/9/2025 | | | | 80,128 | 320,512 | 641,024 | | 846,152 | | PSU Grant(5) | 10/9/2025 | | | | 102,404 | 409,615 | 819,230 | | 1,081,384 | | Michael Monahan | | | | | | | | | | | 2025 Annual Incentive Plan | | 150,000 | 297,923 | 600,000 | | | | | | | RSU Grant | 3/17/2025 | | | | | | | 639,204 | 843,749 | | PSU Grant(4) | 3/17/2025 | | | | 53,267 | 213,068 | 426,136 | | 451,704 | | Sheri Lewis | | | | | | | | | | | 2025 Annual Incentive Plan | | 150,000 | 297,923 | 600,000 | | | | | | | RSU Grant | 3/17/2025 | | | | | | | 639,204 | 843,749 | | PSU Grant(4) | 3/17/2025 | | | | 53,267 | 213,068 | 426,136 | | 451,704 | | Ron Menezes | | | | | | | | | | | 2025 Annual Incentive Plan | | 135,000 | 270,000 | 540,000 | | | | | | | RSU Grant | 3/17/2025 | | | | | | | 639,204 | 843,749 | | PSU Grant(4) | 3/17/2025 | | | | 53,267 | 213,068 | 426,136 | | 451,704 | | Marla Beck | | | | | | | | | | | 2025 Annual Incentive Plan | | 500,000 | 1,000,000 | 2,000,000 | | | | | | | RSU Grant(6) | 3/17/2025 | | | | | | | 1,832,386 | 2,418,250 | | PSU Grant(4) (6) | 3/17/2025 | | | | 152,699 | 610,795 | 1,221,590 | | 1,294,885 |

  55. Grants of Plan-Based Awards in Fiscal 2025

    | (1) Amounts in this column represent cash performance bonus opportunities for our NEOs in 2025 under our annual performance-based cash incentive plan, which is described above in the CD&A section under “Annual Performance-Based Cash Incentive Compensation” Mr. Malha’s target reflects a pro-rata portion based on his start date of employment. Pursuant to the Beck Separation Agreement, the compensation paid to Ms. Beck during the Consulting Term (as defined below) counted toward her participation in the Company’s 2025 annual performance-based cash incentive plan in the same manner and to the same extent as if she were still employed with the Company. | | (2) Represents RSUs granted to our NEOs pursuant to the Incentive Plan. The number of shares shown reflects the 2025 RSU awards granted under the Incentive Plan. The RSU awards made in fiscal year 2025 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 2025 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 TSR PSUs granted under the Incentive 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. | | (5) Represents RSUs and PSUs granted to Mr. Malha in connection with his appointment as Chief Executive Officer effective as of October 1, 2025 and pursuant to his employment agreement. | | (6) The RSUs and PSUs granted to Ms. Beck in 2025 did not vest and were cancelled effective as of September 30, 2025 in connection with her termination as the Company’s President, Chief Executive Officer, and director. |

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

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

  57. 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, 2025. Amounts and/or percentages may not foot due to rounding:

  58. 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 | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | 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 ($) (1) | | Pedro Malha | – | – | – | – | – | 961,538 | 1,336,538 | – | – | | | – | – | – | – | – | – | – | 320,512(2) | 445,512 | | | – | – | – | – | – | 1,228,846(3) | 1,708,096 | | | | | – | – | – | – | – | – | – | 409,615(2)(3) | 569,365 | | Michael Monahan | – | – | – | – | – | 951,712 | 1,322,880 | – | – | | | – | – | – | – | – | – | – | 213,068(2) | 296,165 | | | – | – | – | – | – | – | – | 24,350(4) | 33,847 | | Sheri Lewis | – | – | – | – | – | 843,750 | 1,172,813 | – | – | | | – | – | – | – | – | – | – | 213,068(2) | 296,165 | | | | | | | | | | 25,568(4) | 35,540 | | Ron Menezes | – | – | – | – | – | 960,489 | 1,335,080 | – | – | | | – | – | – | – | – | – | – | 213,068(2) | 296,165 | | Marla Beck(5) | – | – | – | – | – | – | – | – | – |

  59. Outstanding Equity Awards at Fiscal Year-End Table

    | (1) The values shown equal the number of shares or units multiplied by $1.39, the closing price of a share of our Class A Common Stock on December 31, 2025 as reported on Nasdaq. | | (2) The TSR PSUs vest following the conclusion of the January 1, 2025 through December 31, 2027 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. Values shown assume vesting at target. For additional information, see “Performance-Based Restricted Stock Units “ in the CD&A section above. | | (3) Granted to Mr. Malha in connection with his appointment as President and Chief Executive Officer effective as of October 1, 2025 and pursuant to his employment agreement. | | (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. Values shown assume vesting at threshold. For additional information, see “Performance-Based Restricted Stock Units ” in the CD&A section above. | | (5) Ms. Beck received 441,558 shares of Class A Common Stock upon the accelerated vesting of her Stock Price PSUs granted to her on April 9, 2024 pursuant to the Beck Separation Agreement and General Release of all Claims she entered into with the Company on October 13, 2025. However, all other outstanding RSU and PSU awards granted to Ms. Beck in 2025 were forfeited and cancelled upon her termination from the Company. |

  60. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025

  61. Option Exercises and Stock Vested in 2025

    | | 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) | | Pedro Malha | – | – | – | – | | Michael Monahan (2) | – | – | 303,460 | 471,671 | | Sheri Lewis (3) | – | – | 102,272 | 110,454 | | Ron Menezes(4) | – | – | 160,642 | 229,718 | | Marla Beck(5) | – | – | 720,778 | 1,180,258 |

  62. Option Exercises and Stock Vested in 2025

    | (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) Includes (i) 117,702 shares that vested from an RSU award granted under the Incentive Plan to Mr. Monahan on August 10, 2023, of which, 117,703 RSUs from such award remain unvested, (ii) 88,356 shares from an RSU award granted under the Incentive Plan to Mr. Monahan on November 29, 2023, which fully vested on June 1, 2025, and (iii) 97,402 shares that vested from an RSU award granted under the Incentive Plan to Mr. Monahan on April 9, 2024, of which 194,805 RSUs from such award remain unvested. | | (3) Includes 102,272 shares that vested from an RSU award granted under the Incentive Plan to Ms. Lewis on April 9, 2024, of which, 204,546 RSUs from such award remain unvested. | | (4) Includes 160,642 shares that vested from an RSU award granted under the Incentive Plan to Mr. Menezes on November 1, 2024, of which, 321,285 RSUs from such award remain unvested. | | (5) Includes (i) 279,220 shares that vested from an RSU award granted under the Incentive Plan to Ms. Beck on April 9, 2024 and (ii) 441,558 shares of Stock Price PSUs granted under the Incentive Plan to Ms. Beck, which fully vested in connection with her termination as CEO without cause effective as of September 30, 2025. Each Stock Price PSU converted on a one-for-one basis to the Company’s Class A Common Stock upon vesting. For more information, see “Stock Price PSU Awards Granted in 2024” in the CD&A section and “Executive Compensation – Ms. Beck’s Severance and Separation Agreement”. |

  63. 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. With respect to Mr. Malha and Mr. Monahan, we are party to employment agreements with each of them that provide for certain severance protections. Additionally, Ms. Lewis and Mr. Menezes 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 agreements and the Executive Severance Plan are more fully described below. In addition, we were party to an employment agreement with Ms. Beck in 2025. However, in connection with Ms. Beck’s termination from the Company without cause, effective as of September 30, 2025, she became entitled to certain severance payments and benefits. For more information, see “Executive Compensation – Ms. Beck’s Severance and Separation Agreement”.

  64. Estimated Potential Payments

    Estimated Potential Payments The following table summarizes the payments that would have been made to our NEOs (other than Ms. Beck whose employment ended with us prior to December 31, 2025) upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2025. 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 Ms. Beck are described below under the heading “Ms. Beck’s Severance and Separation Agreement.”

  65. 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 ($) | | Pedro Malha | Cash | 1,452,055 | 2,952,055 | 252,055 | | | Equity Acceleration(1) (3) | 1,708,096 | 2,351,414 | 4,059,510 | | | All Other Payments or Benefits | 17,856 | 17,856 | – | | | Total(2) | 3,178,007 | 5,321,325 | 4,311,565 | | Michael Monahan | Cash | 800,000 | 1,100,000 | 300,000 | | | Equity Acceleration(1) | – | 1,755,184 | 1,671,876 | | | All Other Payments or Benefits | 28,530 | 28,530 | – | | | Total(2) | 828,530 | 2,883,714 | 1,971,876 | | Sheri Lewis | Cash | 800,000 | 1,100,000 | 300,000 | | | Equity Acceleration(1) | – | 1,611,886 | 1,528,579 | | | All Other Payments or Benefits | 7,889 | 7,889 | – | | | Total(2) | 807,889 | 2,719,775 | 1,828,579 | | Ron Menezes | Cash | 720,000 | 990,000 | 270,000 | | | Equity Acceleration(1) | – | 1,631,995 | 1,631,995 | | | All Other Payments or Benefits | 15,306 | 15,306 | – | | | Total(2) | 735,306 | 2,637,301 | 1,901,995 |

  66. Estimated Potential Payments

    | (1) With respect to RSUs and PSUs, the value of equity acceleration was calculated by multiplying the number of accelerated applicable equity by $1.39, the closing trading price of our Class A Common Stock on December 31, 2025. | | (2) Amounts shown are the maximum potential payments and benefits the applicable NEO would have received as of December 31, 2025 (without taking into account any Code Section 280G “best pay” provision that may result in the reduction of such payments and benefits ). | | (3) The treatment of outstanding equity awards upon a termination of employment varies by award type and grant. PSUs generally provide for vesting at target performance in connection with certain termination events, while RSUs are subject to time-based vesting requirements, with limited acceleration in specified circumstances. In the absence of a Change in Control, certain PSU awards provide pro-rata vesting at target performance upon a termination due to death or disability, and, for certain grants, upon a termination by the Company without Cause or for Good Reason. Other equity awards generally are forfeited upon termination prior to vesting. Following a Change in Control, certain PSU awards and RSU awards provide for full vesting upon a qualifying termination without Cause or for Good Reason. In addition, certain RSU awards limit the portion of awards that may be assumed or continued in connection with a Change in Control. All equity award vesting described above is subject to the executive’s execution and non-revocation of a release of claims, and any portion of an award that does not vest in accordance with the applicable terms is forfeited. |

  67. 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 (“PEO”), and other NEOs for each year from 2021 to 2025, 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.

  68. Pay Versus Performance

    | Pay vs Performance Disclosure | | | | | | | | | | | | Year | Summary Compensation Table Total for First PEO (1)(6) | Compensation Actually Paid to First PEO (1)(7) | Summary Compensation Table Total for Second PEO (2)(6) | Compensation Actually Paid to Second PEO (2)(7) | Summary Compensation Table Total for Third PEO (3)(6) | Compensation Actually Paid to Third PEO (3)(7) | Summary Compensation Table Total for Fourth PEO (4)(6) | Compensation Actually Paid to Fourth PEO (4)(7) | Summary Compensation Table Total for Fifth PEO (5)(6) | Compensation Actually Paid to Fifth PEO (5)(7) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | 2025 | $0 | $0 | $0 | $0 | $0 | $0 | $7,662,185 | $2,826,148 | $6,311,321 | $5,536,145 | | 2024 | $0 | $0 | $0 | $0 | $0 | $0 | $7,692,267 | $4,331,297 | $0 | $0 | | 2023 | $0 | $0 | $0 | $0 | $9,130,202 | $(1,220,844) | $876,033 | $944,628 | $0 | $0 | | 2022 | $0 | $0 | $3,464,119 | $(19,754,948) | $10,361,434 | $6,734,905 | $0 | $0 | $0 | $0 | | 2021 | $26,526,940 | $2,973,403 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 |

  69. Pay Versus Performance

    | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Average Summary Compensation Table Total for Non-PEO NEOs (8) | Average Compensation Actually Paid to Non-PEO NEOs (9) | Total Shareholder Return (10) | Peer Group Total Shareholder Return (10) | Net Income (millions) (11) | Revenue (millions) (12) | | (a) | (l) | (m) | (n) | (o) | (p) | (q) | | 2025 | $2,314,617 | $2,200,363 | $10.82 | $142.22 | $(9.5) | $301 | | 2024 | $1,901,980 | $201,973 | $12.37 | $134.11 | $(29.1) | $334 | | 2023 | $3,777,180 | $712,844 | $24.20 | $103.05 | $(100.1) | $398 | | 2022 | $2,494,664 | $(5,247,651) | $70.82 | $72.36 | $44.2 | $366 | | 2021 | $6,616,186 | $9,523,295 | $188.02 | $114.92 | $(378.7) | $260 |

  70. Pay Versus Performance

    _________________

  71. Pay Versus Performance

    | (1) The first PEO is Clinton Carnell, who served as PEO in 2021. The grant date fair value of Option Awards and Stock Awards granted in 2021 to Clinton Carnell was $23,553,537. However, any Stock Awards 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” of $2,973,403 reflects the sum of Salary and All Other Compensation for the year. | | (2) The second PEO is Brenton L. Saunders, who served as our interim CEO from January 1, 2022 to February 6, 2022. | | (3) The third PEO is Andrew Stanleick, who served as our PEO for the remainder of 2022 after Mr. Saunders resumed his role as our Executive Chairman for the fiscal year of 2022. | | (4) The fourth PEO is Marla Beck, who became PEO effective November 20, 2023. | | (5) The fifth PEO is Pedro Malha, who became PEO effective October 1, 2025. |

  72. Pay Versus Performance

    | (6) Represents the total compensation paid to our PEO in each listed year, as shown in our Summary Compensation Table for such listed year. | | (7) 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. |

  73. Pay Versus Performance

    | | 2025 | | | | | PEO 4 ($) | PEO 5 ($) | Non-PEO NEOs Average ($) | | Summary Compensation Table Total(a) | $7,662,185 | $6,311,321 | $2,314,617 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(b) | $(3,713,635) | $(5,344,534) | $(1,295,453) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(c) | $0 | $4,569,358 | $1,333,443 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(c) | $0 | $0 | $(122,680) | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(c) | $0 | $0 | $0 | | 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) | $343,841 | $0 | $(29,564) | | 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 | $(1,466,243) | $0 | $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 | | Compensation Actually Paid | $2,826,148 | $5,536,145 | $2,200,363 |

  74. 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. |

  75. Pay Versus Performance

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

  76. Pay Versus Performance

    | Assumption | 2025 | | Volatility | 95.59% - 102.37% | | Dividend Yield | 0% | | Risk-Free Rate | 3.41% - 3.42% |

  77. Pay Versus Performance

    _________________

  78. Pay Versus Performance

    | (8) 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. |

  79. Pay Versus Performance

    | 2021-2022 Non-PEO NEOs | 2023 Non-PEO NEOs | 2024 Non-PEO NEO | 2025 Non-PEO NEOs | | Liyuan Woo | Liyuan Woo | Michael Monahan | Michael Monahan | | Indra Parmamull | Michael Monahan | Daniel Watson | Ron Menezes | | Daniel Watson | Daniel Watson | Brad Hauser | Sheri Lewis | | Stephan Becker | Brad Hauser | | |

  80. Pay Versus Performance

    | (9) 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 above in Footnote (7), with the indicated figures showing an average of such figure for all NEOs other than our PEO in each listed year. |

  81. Pay Versus Performance

    | (10) 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. |

  82. Pay Versus Performance

    | (11) The dollar amounts reported are the Company's net income reflected in the Company’s audited financial statements. | | (12) 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 2025 to link compensation actually paid to performance. |

  83. Pay Versus 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:

  84. Pay Versus Performance

    | • | Revenue; | | • | Adjusted EBITDA; and | | • | TSR |

  85. Pay Versus Performance

    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. Because the Company operated with two CEOs in 2025, Ms. Beck as former Chief Executive Officer and President from January 1, 2025 through September 30, 2025, and Mr. Malha as Chief Executive Officer and President as of October 1, 2025 through the remainder of fiscal year 2025, we used the annualized, annual total compensation of Mr. Malha as of December 31, 2025 (the date the Company identified its median employee) for our Pay Ratio Disclosure. Mr. Malha’s total compensation on an annualized basis for 2025 was $7,611,867. The median of the annual total compensation of all employees (other than Mr. Malha) was $105,574. The ratio of the (a) total compensation for Mr. Malha on an annualized basis for 2025 (b) to the annual total compensation of our median-paid employee for fiscal year 2025 was approximately 72:1.