Andrew R. Heyer
About Andrew R. Heyer
Andrew R. Heyer (age 67) has served on Biote Corp.’s Board since May 2022 and is an independent director with over 40 years’ finance and private equity experience focused on consumer products and services; he holds a B.Sc. and MBA from the Wharton School, graduating magna cum laude . He previously led and sponsored multiple SPACs (Haymaker I–III) that merged into public companies (OneSpaWorld, ARKO), and he remains active as founder/CEO of Mistral Equity Partners . Heyer is the brother of director Steven J. Heyer, a disclosed family relationship on the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Haymaker Acquisition Corp. III (HYAC) | President & Director | Jul 2020 – May 2022 | Led SPAC through business combination with Biote; sponsor and governance experience . |
| Haymaker Acquisition Corp. II → ARKO Corp (Nasdaq: ARKO) | President & Director (SPAC); Director at ARKO | SPAC deal Dec 2020; ongoing at ARKO | Continues on ARKO board; consumer & retail oversight . |
| Haymaker Acquisition Corp. I → OneSpaWorld (Nasdaq: OSW) | President & Director (SPAC); Director at OSW | Deal Mar 2019; ongoing at OSW | Continues on OSW board; services/consumer oversight . |
| Mistral Equity Partners | Founder & CEO | 2007 – present | Consumer-focused private equity leadership . |
| Trimaran Capital Partners | Founding Managing Partner | 2000 – 2007 | Managed $1.3B fund; leveraged finance expertise . |
| CIBC World Markets | Vice Chairman; Co-head Merchant Banking Funds | 1995 – 2001 | Senior leveraged finance/banking leadership . |
| Argosy Group L.P. | Founder & Managing Director | 1985 – 1995 | Investment banking/merchant banking . |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| ARKO Corp (Nasdaq: ARKO) | Director | Public | Board member since ARKO’s 2020 business combination . |
| OneSpaWorld (Nasdaq: OSW) | Director | Public | Board member since 2019 business combination . |
| The Lovesac Company (Nasdaq: LOVE) | Director | Public | Board service since 2010; omni-channel furniture retailer . |
| Haymaker Acquisition Corp. 4 (NYSE: HYAC) | Vice President | Public (SPAC) | SPAC not yet completed its IPO as of filing . |
| Worldwise, Inc. | Director | Private | Pet accessories portfolio company . |
| AF Ventures | Investment Committee Member | Private | Consumer product investor . |
Board Governance
- Independence: Board determined all members other than Executive Chairman Marc Beer and CEO Bret Christensen are independent; Heyer is independent under Nasdaq rules .
- Committee assignments: Audit Committee member and designated audit committee financial expert; Chair of Nominating & Corporate Governance Committee. Not a member of the Compensation Committee .
- Attendance & engagement: In 2024, the Board met 9 times; Audit met 6; Compensation met 6; Nominating met 1. Each then-serving director except Steven J. Heyer attended ≥75% of Board and committee meetings (Steven Heyer ~67%); Andrew R. Heyer met the ≥75% threshold .
- Executive sessions & leadership: Independent-only executive sessions regularly scheduled, typically at each regular Board meeting; Steven J. Heyer serves as Lead Independent Director under a split Chair/CEO structure .
| Committee | Role | Independence | Financial Expert | 2024 Meetings Attended |
|---|---|---|---|---|
| Audit Committee | Member | Independent | Yes (designated) | ≥75% of assigned meetings . |
| Nominating & Corporate Governance | Chair | Independent | N/A | ≥75% of assigned meetings; committee met once . |
| Compensation Committee | Not a member | N/A | N/A | N/A . |
Fixed Compensation (Director)
| Year | Components | Amount/Policy Details |
|---|---|---|
| 2024 actual | Fees earned or paid in cash | $74,788; Heyer elected to receive his retainer in 13,427 fully vested RSUs (deferred issuance) . |
| 2024 actual | Option awards (fair value) | $200,311 (ASC 718 fair value) . |
| 2025 policy (effective Mar 2025) | Board & committee retainers | $50,000 Board member; Audit member $10,000; Audit chair $20,000; Compensation member $7,500; Compensation chair $15,000; Nominating member $5,000; Nominating chair $10,000; Lead director $20,000 . |
| 2025 policy (effective Mar 2025) | Equity grants | Initial Option grant value $337,500 (vests over 36 months); Annual Option grant value $225,000 (vests over ~1 year); full acceleration on change in control; exercise price = fair market value at grant . |
Performance Compensation (Director)
| Item | Detail |
|---|---|
| Equity options – 2024 awards | $200,311 fair value; option grants under non-employee director policy . |
| Vesting mechanics | Initial Option vests in 36 equal monthly installments; Annual Option vests fully by next annual meeting or 1-year anniversary . |
| Change-in-control treatment | All director Options vest in full upon change in control prior to termination of service . |
| Exercise price basis | Equal to fair market value at grant date . |
| Performance metrics tied to director pay | None disclosed for director compensation . |
Other Directorships & Interlocks
| Relationship/Role | Detail | Possible Impact |
|---|---|---|
| Family relationship | Andrew R. Heyer and Steven J. Heyer are brothers serving on the same Board . | Potential independence optics risk; mitigated by Lead Independent Director structure and majority-independent Board . |
| SPAC sponsorship & networks | Multiple SPAC sponsorships (Haymaker I–III, HYAC4) and consumer board network (ARKO, OSW, LOVE) . | Broad external network; monitor for related-party exposures—none disclosed with Biote . |
Expertise & Qualifications
- Capital markets, leveraged finance, and private equity leadership across consumer industries; senior banking roles at CIBC, Argosy, and Drexel; Wharton MBA .
- Designated audit committee financial expert under Item 407(d)(5) (SEC) .
- Board experience across public companies (ARKO, OSW, LOVE) and private portfolio companies, supporting governance and strategy .
Equity Ownership
| Measure | Amount |
|---|---|
| Total beneficial ownership | 2,678,732 shares; 4.9% of outstanding as of Mar 24, 2025 . |
| Options exercisable within 60 days (3/24/2025) | 199,134 shares . |
| Outstanding options at 12/31/2024 | 101,396 vested; 74,063 unvested . |
| Vested RSUs at 12/31/2024 | 25,436 . |
| Pledging/hedging | Company policy prohibits hedging, shorting, derivative trading, margin purchases, and pledging of shares; no pledges disclosed for Heyer . |
Governance Assessment
- Strengths:
- Independent director with deep finance expertise and designated audit committee financial expert; chairs Nominating & Corporate Governance, reinforcing board refresh and oversight .
- Attendance ≥75% and regular independent executive sessions indicate engagement .
- Ownership alignment with 4.9% beneficial stake and meaningful option exposure; policy bans hedging/pledging, supporting alignment .
- Watch items / RED FLAGS:
- Family tie to Lead Independent Director (Steven J. Heyer) may raise perceived independence concerns; ensure robust recusals and RPT process remains active .
- Section 16 timeliness: multiple late Form 4 filings for Andrew Heyer due to administrative oversight—process weakness; monitor remediation .
- Extensive external board/SPAC activities—monitor time commitments and potential conflicts; no Biote-related party transactions disclosed involving Heyer .
Insider Trades and Section 16 Compliance
| Date | Filing Issue | Description |
|---|---|---|
| Jun 12, 2023 | Late Form 4 | Indirect acquisition via exchange of private placement warrants . |
| Mar 20, 2023 | Late Form 4 | Indirect disposition of Class A common stock . |
| Mar 7, 2024 | Late Form 4 | Indirect disposition of Class A common stock . |
| Mar 20, 2024 | Late Form 4 | Indirect disposition of Class A common stock . |
| Apr 16, 2024 | Late Form 4 | Indirect disposition of Class A common stock . |
Related Party Controls
- Policy: Audit Committee must pre-approve related party transactions subject to Item 404; directors with interests must recuse; formal RPT policy in place .
- Disclosure: No related-party transactions disclosed involving Andrew R. Heyer; family relationship with Steven J. Heyer explicitly disclosed .
Director Compensation Detail (Mix and Outstanding Awards)
| Item | Andrew R. Heyer |
|---|---|
| 2024 Fees (cash/RSU election) | $74,788; received in 13,427 fully-vested RSUs (deferred) . |
| 2024 Option Awards (fair value) | $200,311 . |
| Options Outstanding (12/31/2024) | 101,396 vested; 74,063 unvested . |
| RSUs Outstanding (12/31/2024) | 25,436 vested RSUs . |
| 2025 Policy Retainers (reference) | Board $50k; Audit member $10k; Nominating chair $10k; other committee retainers per policy . |
| 2025 Policy Equity | Initial $337,500; Annual $225,000; vesting as specified; CIC acceleration . |
Compliance & Risk Safeguards
- Clawback: Company adopted Incentive Compensation Recoupment Policy in Oct 2023 for executive officers per Rule 10D‑1 and Nasdaq 5608 (restatement-triggered clawback of incentive compensation tied to financial reporting) .
- Insider Trading Policy: prohibits hedging, derivatives, short-selling, margin purchases, and pledging; policy filed as Exhibit 19.1 to 2024 Form 10-K .
- Board Risk Oversight: Committee-level monitoring (Audit: financial/IT/security; Compensation: pay risk; Nominating: governance) with escalation responsibilities .
Summary Signals for Investors
- Positive: Independent financial expert chairing governance, solid meeting attendance, material personal ownership, and prohibitions on hedging/pledging support alignment and oversight quality .
- Caution: Family interlock with Lead Independent Director and repeated late Section 16 filings warrant ongoing monitoring; ensure strict recusals and improved reporting controls to sustain investor confidence .