Dana Jacoby
About Dana Jacoby
Independent director at biote Corp. (BTMD), age 50, serving since 2022; current Class I director with term expiring at the 2026 annual meeting . She chairs the Compensation Committee and serves on the Audit Committee; the Board deems her independent under Nasdaq rules . In 2024, she attended at least 75% of Board/committee meetings (Board met 9x; Audit 6x; Compensation 6x; Nominating 1x) . Education: M.S. in Business & Healthcare (Master of Health Systems) from Robert Wood Johnson Medical School (UMDNJ) and B.S. in Political Science & Public Relations from LSU .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Specialty Networks Consulting | Chief Executive Officer | Nov 2015 – Dec 2020 | Led healthcare consulting operations |
| Vector Medical Group | Founder & Chief Executive Officer | Oct 2017 – present | Healthcare strategy/operator; ongoing role |
| Biote Holdings, LLC (Board of Managers) | Member | Aug 2021 – present | Predecessor governance role tied to business combination |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the proxy biography . |
Board Governance
- Independence: Board determined all directors except Executive Chair Marc Beer and CEO Bret Christensen are independent; Jacoby is independent .
- Committees (current):
- Compensation Committee: Chair (members Jacoby, Debra L. Morris, S. Mark Cone) .
- Audit Committee: Member (members Debra L. Morris (Chair), Jacoby, Andrew R. Heyer); audit committee financial experts identified as Morris and Andrew R. Heyer (not Jacoby) .
- Nominating & Corporate Governance: Not listed as member; current members are Andrew R. Heyer (Chair) and S. Mark Cone .
- Attendance/Engagement: Each then-serving director except Steven J. Heyer attended ≥75% of 2024 meetings; executive sessions of independent directors held regularly, typically at each regular Board meeting .
- Leadership/Changes: Steven J. Heyer served as Lead Independent Director; he resigned from the Board effective June 2, 2025 (Board later appointed Richard R. Barrera as an independent Class II director and Nominating Committee member) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $72,377 | Jacoby elected to receive fees as 12,994 fully‑vested RSUs; issuance deferred to first anniversary of grant . |
| Option Awards (Grant‑date fair value) | $200,311 | Annual non‑employee director option grant per policy . |
| Total | $272,688 | Sum of cash/RSU in lieu and option grant . |
Non‑employee director fee schedule (policy, effective March 2025):
| Retainer | Annual Amount | Chair/Member Differentials |
|---|---|---|
| Board member retainer | $50,000 | Lead Director: +$20,000 . |
| Audit Committee | Member: $10,000 | Chair: +$20,000 . |
| Compensation Committee | Member: $7,500 | Chair: +$15,000 . |
| Nominating & Corporate Governance | Member: $5,000 | Chair: +$10,000 . |
Performance Compensation
| Award Type | Grant Value | Vesting | Change‑in‑Control Treatment |
|---|---|---|---|
| Initial Option (on first appointment) | $337,500 | 36 substantially equal monthly installments, service‑based | Vests in full upon change in control . |
| Annual Option (at each annual meeting) | $225,000 | Vests in full by next annual meeting (or first anniversary) | Vests in full upon change in control . |
| Retainer RSUs (elective, in lieu of cash) | Value equals cash fees | Fully vested upon grant; settlement deferred per election | N/A (fully vested at grant) . |
- No performance metrics are tied to director equity; vesting is time‑based per the non‑employee director compensation policy .
- Compensation Committee process: Uses independent consultant Aon to provide peer data and design guidance; independence assessed under SEC/Nasdaq factors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Jacoby in proxy materials . |
| Committee roles at other publics | None disclosed . |
| Potential interlocks/conflicts | None disclosed for Jacoby; related‑party transactions described in proxy do not involve her . |
Expertise & Qualifications
- Industry/operator experience in healthcare services and consulting; CEO roles at Specialty Networks Consulting and Vector Medical Group .
- Education: M.S. Business & Healthcare (UMDNJ RWJ Medical School); B.S. (LSU) .
- Governance skills: Chairs Compensation Committee; member of Audit Committee; not designated as Audit Committee Financial Expert (those are Morris and Andrew R. Heyer) .
Equity Ownership
Beneficial ownership (as of March 24, 2025):
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Breakdown |
|---|---|---|---|
| Dana Jacoby | 220,721 | <1% | 50,970 Class A; 12,994 RSUs; 156,757 options exercisable within 60 days . |
Outstanding equity awards (Director) at December 31, 2024:
| Instrument | Vested | Unvested |
|---|---|---|
| Stock Options (shares underlying) | 78,505 | 65,258 |
| Vested RSUs | 12,994 | — |
Ownership alignment controls:
- Hedging/derivatives, short‑selling, margin purchases, and pledging of BTMD shares are prohibited under the Insider Trading Policy .
- Clawback Policy adopted October 2023 pursuant to SEC Rule 10D‑1/Nasdaq 5608 for incentive compensation tied to financial reporting measures .
Governance Assessment
- Strengths:
- Independent director; chairs Compensation Committee and serves on Audit—positions central to pay, oversight, and controls .
- Attendance at/above 75%; Board holds regular independent executive sessions, supporting effective oversight .
- Demonstrated alignment: elected RSUs in lieu of cash; has vested/unvested equity; no Section 16(a) delinquencies reported for her .
- Robust policies: anti‑hedging/pledging; clawback policy in place; related‑party transactions reviewed under a written policy .
- Watch items / context:
- Board leadership transitions in 2025 (Lead Independent Director Steven J. Heyer resigned on June 2, 2025; Rich Barrera appointed June 5, 2025); monitor committee/leadership realignment and continuity of independent leadership .
- Historical related‑party arrangements (founder settlements, credit agreement waivers) are Board‑level risk context rather than Jacoby‑specific; Audit Committee oversees RPTs .
- 2025 Annual Meeting did not include a say‑on‑pay proposal; only director elections and auditor ratification were on the ballot. Directors elected with substantial support; auditor ratified decisively .
Director Compensation (Detail)
| Year | Fees Earned/Paid in Cash ($) | RSUs in lieu (shares) | Option Awards ($, grant‑date FV) | Total ($) |
|---|---|---|---|---|
| 2024 | 72,377 | 12,994 (fully vested; deferred settlement) | 200,311 | 272,688 |
Policy vesting and grant mechanics summarized in “Performance Compensation” above .
Say‑on‑Pay & Shareholder Feedback (latest cycle)
| Proposal (May 13, 2025 AGM) | For | Against/Withheld | Broker Non‑Votes | Result |
|---|---|---|---|---|
| Elect Class III Director – Marc D. Beer | 34,765,989 | 4,983,029 (withheld) | 2,584,180 | Elected |
| Elect Class III Director – Bret Christensen | 38,942,124 | 806,894 (withheld) | 2,584,180 | Elected |
| Ratify Deloitte & Touche LLP (FY 2025) | 42,246,818 | 86,326 | 54 | Ratified |
Note: No advisory say‑on‑pay vote was presented at the 2025 annual meeting .
Related‑Party Transactions (conflict screening)
- The proxy details founder‑related agreements/settlements and credit agreement waivers; no transactions involving Jacoby are disclosed. RPTs require Audit Committee approval per policy; directors with an interest must recuse .
Compensation Committee Analysis
- Composition and leadership: Jacoby (Chair), Morris, Cone; all independent under Nasdaq/SEC rules .
- Use of independent compensation consultant: Aon Human Capital Solutions engaged; independence factors reviewed; provided peer benchmarking and plan design guidance .
- Process: Committee sets CEO goals, reviews executive comp plans, administers equity, and recommends director pay; meets quarterly and in executive session .
Equity Ownership & Alignment Summary
| Aspect | Disclosure |
|---|---|
| Beneficial ownership | 220,721 shares; <1% of outstanding (incl. options exercisable within 60 days) . |
| Vested vs unvested | 78,505 vested options; 65,258 unvested options; 12,994 vested RSUs (12/31/2024) . |
| Pledging/hedging | Prohibited; policy also bans derivatives, shorting, and margin accounts . |
| Stock ownership guidelines | Not specified for directors in 2025 proxy; directors may elect RSUs in lieu of cash retainers . |
Employment & Contracts (director‑specific)
- As a non‑employee director, Jacoby is covered by the non‑employee director compensation policy; no employment agreement. Standard indemnification agreements in place for directors .
Performance & Track Record
- Board/committee engagement metrics noted above; no controversies or legal proceedings disclosed for Jacoby in Section 16(a) delinquency or related‑party sections .
Governance Quality Signals
- Positive: Independent committee leadership (Compensation Chair); audit membership; strong compliance policies (anti‑hedging/pledging, clawback); alignment via RSU election and options; RPT oversight framework .
- Monitor: Board refresh/realignment post‑June 2025; ensure sustained independent leadership and committee continuity .