Amy Wechsler
About Amy B. Wechsler, M.D.
Independent director since 2016; age 55; based in New York. Board-certified dermatologist and psychiatrist; founder of Dr. Amy Wechsler Dermatology (2005); Columbia Business School MBA (honors, May 2024). Current BHC committees: Talent & Compensation and Science & Technology; determined independent by the Board. 2024 attendance: Board 9/9, Talent & Compensation 4/4, Science & Technology 3/3 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dr. Amy Wechsler Dermatology | Founder; Practicing Dermatologist | 2005–present | Clinical practice leadership |
| SUNY Downstate Medical Center | Assistant Clinical Professor in Dermatology | Not disclosed | Academic appointment in dermatology |
| Weill Cornell Medical College | Adjunct Assistant Clinical Professor in Psychiatry | Not disclosed | Academic appointment in psychiatry |
| NewYork-Presbyterian/Payne Whitney | Residency and fellowship (Psychiatry; Child & Adolescent Psychiatry) | Prior to dermatology residency | Dual-board medical training |
| SUNY Downstate Medical Center | Dermatology residency | Prior | Dermatology qualification |
External Roles
| Organization | Role | Scope |
|---|---|---|
| Chanel Skin Care | Advisor; certified trainer; KOL Speaker | Physician training and dermatology product expertise |
| Professional organizations | Member (AAD, APA, AACAP, Independent Doctors of NY, Physicians Scientific Society, Skin Cancer Foundation) | Professional engagement in medicine and psychiatry |
| Author | The Mind-Beauty Connection (Simon & Schuster, 2008) | Mind-body and dermatology thought leadership |
Board Governance
- Independence: The Board determined Dr. Wechsler is independent under U.S. and Canadian rules; CEO Appio is the only non-independent director .
- Committee assignments (2025): Talent & Compensation (member); Science & Technology (member). Chairs are Robert Power (Talent & Compensation) and Richard C. Mulligan (Science & Technology) .
- Attendance: 2024 Board 9/9; Talent & Compensation 4/4; Science & Technology 3/3 . 2023 Board 7/8 (86%); Talent & Compensation 8/8 (100%); Science & Technology 4/4 (100%); overall 95% .
- Board leadership: Non-Executive Chair is John A. Paulson (separate from CEO), enhancing oversight independence .
2025 Shareholder Voting Support
| Item | For | Withheld/Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Amy B. Wechsler | 207,392,798 | 6,951,210 | — | 56,339,806 |
| Advisory vote on executive compensation | 199,584,790 | 13,233,305 | 1,525,913 | 56,339,806 |
Fixed Compensation
- Structure (non-employee directors, 2024): Board retainer $100,000; Chair add’l $150,000; committee chair retainers: Audit & Risk $25,000; Talent & Compensation $25,000; Nominating & Corporate Governance $20,000; Science & Technology $20,000; Finance & Transactions $20,000; committee member retainers: Audit & Risk $15,000; Talent & Compensation $15,000; Nominating & Corporate Governance $12,500; Science & Technology $12,500; Finance & Transactions $12,500 .
- Fee payment elections: Cash or RSUs (or mix); RSUs paid as a lump sum of common shares at end of Board service; fees delivered quarterly .
| Director (2024) | Fees Earned/Paid in Cash ($) | Notes |
|---|---|---|
| Amy B. Wechsler | 100,000 | Elected RSUs in lieu of cash for certain retainers (see stock awards) |
Performance Compensation
- Annual equity grant: RSUs with $250,000 fair value on third business day following each Annual Meeting; vest/deliver prior to next Annual Meeting unless director defers to separation from the Company .
- 2024 Stock Awards for Dr. Wechsler: $277,500 (includes annual RSU grant plus RSUs granted in lieu of cash for Board and/or committee retainers per her election; ASC 718 grant-date fair value) .
- Outstanding RSUs at 2024 year-end: 137,771 total (102,411 vested RSUs payable in shares upon separation; 35,360 unvested) .
| Grant/Balance | Fair Value ($) | RSUs (qty) | Vesting/Delivery |
|---|---|---|---|
| Annual RSU grant (policy) | 250,000 | Not disclosed | Vests before next Annual Meeting; deliverable unless deferred to separation |
| 2024 Stock Awards (actual) | 277,500 | Not disclosed | Includes RSUs in lieu of cash per election |
| Vested RSUs (as of Mar 14, 2025) | — | 102,411 | Payable in shares upon separation |
| Unvested RSUs (as of Mar 14, 2025) | — | 35,360 | Will vest within 60 days of the measurement date |
Other Directorships & Interlocks
- Other public company boards: None disclosed for Dr. Wechsler .
- Compensation committee interlocks: None in 2024; all Talent & Compensation Committee members were independent, non-employee/outside directors under applicable rules .
Expertise & Qualifications
- Dual board certification (Dermatology, Psychiatry) with clinical and KOL experience aligned to pharma and dermatology end-markets .
- Columbia MBA (2024) adds financial and business acumen to clinical expertise .
- Board skills matrix highlights Medicine & Science competence on the Board (matrix categories include Medicine & Science among others) .
Equity Ownership
- Ownership guideline: Minimum $500,000 for non-employee directors; Dr. Wechsler’s “Total Equity Value at Risk” $1,233,990 equals 247% of guideline and 1,226% of annual Board retainer (alignment signal) .
| Date (Reference) | Shares Owned | Rights to Acquire (RSUs) | Total Beneficial Ownership | % of Class | Notes |
|---|---|---|---|---|---|
| Mar 14, 2025 (Proxy) | — | — | 207,946 | <1% | Includes 102,411 vested RSUs and 35,360 unvested RSUs |
| Aug 18, 2025 (Proxy) | 106,597 | 103,443 | 210,040 | <1% | Directors’ and officers’ shares not pledged |
None of the shares held by directors and executive officers were pledged as security, reducing pledge/hedging risk .
Governance Assessment
- Committee work and independence: Dr. Wechsler serves on Talent & Compensation and Science & Technology; both committees focus on human capital, incentive structures, and R&D oversight—areas aligned with her clinical background and recently enhanced business training; Board confirms her independence .
- Attendance and engagement: Perfect 2024 attendance across Board and committees; strong 2023 committee attendance (100%) despite one missed Board meeting; indicates consistent engagement .
- Ownership alignment: Equity-heavy director compensation and elections to receive fees in RSUs bolster alignment; she materially exceeds the ownership guideline, with vested RSUs deferred to separation (reduces short-term selling incentives) .
- Shareholder confidence: Strong support in 2025 election voting; Say-on-Pay passed comfortably, signaling broad investor acceptance of pay frameworks overseen by committees on which she serves .
- Conflicts and related-party checks: External advisory role with Chanel Skin Care could pose theoretical overlap with dermatology/consumer products; BHC’s conflict policy requires disclosure and Audit & Risk Committee oversight, and no related-party transactions were reportable since Jan 1, 2024—no direct conflict flagged in filings .
- Board structure: Separation of Chair and CEO roles (Non-Executive Chair John Paulson) supports independent oversight; majority-independent Board enhances governance quality .
RED FLAGS
- None disclosed regarding pledging, related-party transactions, or compensation interlocks. Note: Maintain monitoring of external advisory relationships per conflict policy; no reportable related-party transactions disclosed in 2024–2025 .
Director Compensation Details
| Component (2024) | Amount ($) |
|---|---|
| Board Retainer | 100,000 |
| Committee Member (Talent & Compensation) | 15,000 |
| Committee Member (Science & Technology) | 12,500 |
| Annual RSU Grant | 250,000 |
| Payment elections | Cash, RSUs, or mix; RSUs payable at separation; quarterly delivery |
| Dr. Wechsler (2024) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Director Compensation Table | 100,000 | 277,500 | 377,500 |
Stock Awards include annual RSU grant and RSUs granted in lieu of cash per her election; values per ASC 718 grant-date fair value . Annual RSU grants vest prior to the next Annual Meeting unless deferred by the director .