Minnie Baylor-Henry
About Minnie Baylor-Henry
Minnie Baylor-Henry, age 77, has served as an independent director of Apyx Medical Corporation since August 2019 and is Chair of the Regulatory Compliance Committee. She is President of B‑Henry & Associates, LLC, and previously held senior regulatory roles at Johnson & Johnson, Deloitte, and the U.S. FDA. She holds a pharmacy degree from Howard University and a law degree from Catholic University’s Columbus School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Food & Drug Administration | Director, Division of Drug Marketing, Advertising & Communications; National Health Fraud Coordinator | 1991–1999 | Led enforcement and policy on drug marketing and health fraud |
| Johnson & Johnson | Worldwide VP Regulatory Affairs – Medical Devices; VP Medical & Regulatory Affairs (OTC); Senior Director Regulatory Affairs – Pharmaceuticals | ~2000–2015 (15-year period; retired 2015) | Global regulatory leadership across devices/OTC/pharma |
| Deloitte & Touche | National Director, Regulatory Affairs – Life Sciences | 2008–2010 | Built life sciences regulatory advisory practice |
| B‑Henry & Associates, LLC | President (founder) | Post-2015–present | Regulatory strategy consulting for life sciences |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| scPharmaceuticals | Director | Joined 2018 | Public company; subcutaneous therapy technologies |
| Lantheus Holdings | Director | Joined March 2022 | Diagnostics and targeted therapeutics |
| Paratek Pharmaceuticals | Director (prior) | Through 2023 | Acquired by private equity in 2023 |
| PolarityTE | Director (prior) | Stepped down 2021 | Regenerative medicine company |
Board Governance
- Independence: The Board has four independent directors under Nasdaq/SEC rules, including Baylor-Henry .
- Committee assignments (2024): Audit (member), Compensation (member), Governance & Nominating (member), Regulatory Compliance (Chair). Meeting counts in 2024: Board 10; Audit 6; Governance 1; Compensation 2; Regulatory Compliance 3 .
- Attendance: All directors attended 100% of Board and relevant committee meetings in 2024; similarly 100% attendance in 2023 when the Board met 13 times .
- Board leadership: Lead Independent Director (Waldman); executive sessions of independent directors held with and without management; committee chairs empowered to hold executive sessions .
- Director elections: Baylor-Henry re-elected August 7, 2025 (votes cast: For 18,877,754; Against 186,304; Abstain 187,089; Broker non-votes 6,772,342) .
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $62,500 | $51,875 |
| Option Awards – grant date fair value ($) | $54,060 | $13,581 |
| Total ($) | $116,560 | $65,456 |
Director Fee Schedule (approved March 15, 2022):
- Base annual director cash fee: $40,000; Lead Independent Director: +$15,000; Audit Chair: +$46,000; Audit members: +$7,500; Compensation Chair: +$10,000; Compensation members: +$5,000; Governance Chair: +$5,000; Governance members: +$2,500; Regulatory Compliance Chair: +$20,000; Regulatory Compliance members: +$5,000 .
Modified Compensation (effective October 1, 2024 to preserve cash):
- Cash fees paid only for certain roles: Audit Chair $46,000; Lead Independent Director $27,500; Regulatory Compliance Chair $20,000; Compensation Chair $10,000; plus equity option grant replacing prior annual structure .
Performance Compensation
| Equity Award Terms | Pre-Modification (Mar 15, 2022) | Modified (Effective Oct 1, 2024) |
|---|---|---|
| Annual stock option grant (shares) | 17,000 per director | 50,000 per director |
| Exercise price basis | Closing price on principal exchange at grant date | Closing price on principal exchange at grant date |
| Vesting | Ratable over 1 year | Ratable over 1 year |
| Repricing policy | No changes in pricing of options awarded | No changes in pricing of options awarded |
- No RSUs/PSUs or performance metrics are disclosed for non-employee directors; compensation is cash plus stock options, with vesting time-based rather than performance-based .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict |
|---|---|---|
| Lantheus Holdings | Diagnostics/Therapeutics | No APYX-related transactions disclosed; no committee conflicts disclosed . |
| scPharmaceuticals | Biotech/drug delivery | No APYX-related transactions disclosed . |
| Paratek Pharmaceuticals | Anti-infectives | Prior board; no APYX transactions disclosed . |
| PolarityTE | Regenerative medicine | Prior board; no APYX transactions disclosed . |
- Compensation Committee Interlocks: None; all members (including Baylor-Henry) are independent and not current/former officers/employees; no relationships requiring disclosure .
Expertise & Qualifications
- Regulatory/Legal: Extensive U.S. and global regulatory leadership; marked “Legal/Regulatory” and “Corporate Governance/Ethics” competencies in Board skills matrix .
- Medical device industry: Skill designated in matrix; prior J&J device leadership .
- Strategic oversight: Skills include strategic planning and executive experience .
- Education: B.S. Pharmacy (Howard University) and J.D. (Catholic University) .
Equity Ownership
| Holder | Shares Owned | Vested Options (exercisable within 60 days) | Ownership % |
|---|---|---|---|
| Minnie Baylor-Henry | 0 | 168,003 | 0.4% |
- Pledging/Hedging: No director pledging/hedging disclosures specific to Baylor-Henry; no pledging noted for her in beneficial ownership footnotes .
- Section 16 compliance: Company disclosed one-year earlier that several insiders, including Baylor-Henry, had a single delinquent Form 4 (FY 2023); FY 2024 disclosure cites only one other individual’s delinquency, not Baylor-Henry .
Governance Assessment
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Strengths: Independent status; 100% attendance across Board and committees in consecutive years; deep regulatory credentials aligned with APYX’s highly regulated device market; chairs Regulatory Compliance Committee, providing targeted oversight of compliance, product quality, and safety .
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Alignment: Equity compensation via annual stock options (time-based vesting) and modest cash retainers; 2024 modification increased option grants and reduced broad cash fees, signaling cost preservation and equity alignment. Baylor-Henry holds vested options but no direct share ownership; ownership percentage 0.4% including options exercisable within 60 days .
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Red flags: Prior-year single delinquent Form 4 filing for Baylor-Henry (FY 2023) is a minor compliance lapse; no related-party transactions involving Baylor-Henry disclosed; no evidence of option repricing or tax gross-ups for directors .
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Shareholder sentiment: 2025 Say-on-Pay passed (For 18,963,101; Against 182,700; Abstain 105,346); frequency vote favored annual (One Year 9,205,086 vs. Three Years 7,530,910), supporting continued investor scrutiny of pay programs .
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Overall: Governance signals are positive—independence, attendance, and relevant regulatory expertise; compensation structure emphasizes equity over cash post-October 2024. Monitoring points include continued Section 16 timeliness and eventual transition from options to stock ownership to strengthen “skin-in-the-game” alignment .