Debra L. Morris
About Debra L. Morris
Debra L. Morris (age 66) has served as an independent Class II director of Biote Corp. (BTMD) since November 2022. She is a seasoned finance executive and board member, currently President of AccessHope, LLC (since November 2024; previously CFO/COO from May–Oct 2024) and former EVP/CFO of Apria, Inc. (2013–2022). She is designated an “audit committee financial expert,” signaling deep financial oversight capability .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AccessHope, LLC | President; previously CFO/COO | President: Nov 2024–present; CFO/COO: May–Oct 2024 | Senior leadership in healthcare services |
| Apria, Inc. (Nasdaq: APR) | EVP & CFO | Mar 2013–Oct 2022 | Public-company finance leadership; investor reporting |
| Sitel Worldwide Corp. | CFO, Americas | Feb 2010–Feb 2013 | Multinational operations and finance |
| Tatum LLC | Partner (and Director) | 2004–2010 (Director 2008–2010) | Interim/permanent CFO services; governance and control focus |
| EverDriven (Alternative Logistics Technologies, Holdco, LLC) | Director; Audit Committee Chair | May 2020–Feb 2024 | Chaired audit; controls and oversight |
External Roles
| Company | Role | Start | Committees |
|---|---|---|---|
| Rexford Industrial (NYSE: REXR) | Director | Dec 2020 | Audit, Compensation, Nominating & Governance Committees |
| Progyny, Inc. (Nasdaq: PGNY) | Director | Jan 2025 | Compensation Committee |
Potential interlocks/conflicts: No related-party transactions disclosed involving Morris; her external boards are in industrial real estate (REXR) and fertility benefits (PGNY), which are not direct counterparts to Biote’s hormone therapy network .
Board Governance
- Independence: The Board determined all directors except the Executive Chairman (Marc Beer) and CEO (Bret Christensen) are independent; Morris is independent under Nasdaq rules .
- Committee assignments (current): Audit Committee Chair; Compensation Committee member; Audit Committee “financial expert” designation (Morris and Andrew Heyer) .
- Committee changes vs. prior year: In 2024, Morris served on Nominating & Corporate Governance (chair: Steven Heyer). In 2025, the Nom/Gov committee consists of Andrew Heyer (chair) and Dr. Cone (Morris not listed) .
- Attendance: In 2024, the Board met 9 times; Audit 6; Compensation 6; Nom/Gov 1. Each then-serving director except Steven J. Heyer attended at least 75% of Board and committee meetings—Morris met or exceeded the 75% threshold .
- Executive sessions: Independent directors meet in regular executive sessions at each regular Board meeting .
- Lead Independent Director: Steven J. Heyer (presides over independent sessions; liaises between independent directors and Executive Chairman) .
Fixed Compensation
| Component | Amount | Timing/Structure | Notes |
|---|---|---|---|
| Annual Board retainer (cash) | $50,000 | Quarterly, payable in arrears | Standard non-employee director retainer (effective Mar 2025) |
| Audit Committee Chair retainer | $20,000 | Quarterly, payable in arrears | Chair premium for audit |
| Compensation Committee member retainer | $7,500 | Quarterly, payable in arrears | Non-chair member |
| Nominating & Corporate Governance member retainer | $5,000 | Quarterly, payable in arrears | If applicable; Morris not listed on Nom/Gov in 2025 |
| Retainer paid in RSUs (Morris – 2024) | $61,521 | 11,045 fully vested RSUs; settlement deferred | RSUs in lieu of cash; deferred until first anniversary |
Director compensation policy allows retainer-to-RSU election; RSUs vest immediately but are deferred until cessation of service or specified date, enhancing alignment without cash outflow .
Performance Compensation
| Equity Award | Grant Value | Vesting | Key Terms |
|---|---|---|---|
| Annual Option (policy as of Mar 2025) | $225,000 | Vests in full by next annual meeting or 1-year anniversary | Exercise price = FMV at grant; full acceleration upon Change-in-Control |
| Initial Option (for new directors, policy as of Mar 2025) | $337,500 | 36 substantially equal monthly installments | Exercise price = FMV; full acceleration upon Change-in-Control |
| Annual Option (2024 grants – all directors) | $216,000 | Vests in full by next annual meeting or 1-year anniversary | Prior policy; exercise price = FMV |
- Performance metrics for directors: None disclosed; director equity awards are time-based (not tied to revenue/EBITDA/TSR or ESG metrics). Change-in-Control triggers full vesting of options, but no performance hurdles are specified .
Director Compensation – Actuals (CY 2024)
| Metric | Amount | Details |
|---|---|---|
| Fees Earned or Paid in Cash (Morris) | $61,521 | Paid in 11,045 fully-vested RSUs; issuance deferred to first anniversary |
| Option Awards (grant-date fair value) | $200,311 | Annual director option grant per policy |
| Total | $261,832 | Sum of RSU-as-retainer and option fair value |
Other Directorships & Interlocks
| Company | Sector | Role | Committees | Potential Overlap/Interlock |
|---|---|---|---|---|
| Rexford Industrial (REXR) | Industrial REIT | Director | Audit; Compensation; Nom/Gov | None disclosed with BTMD; governance experience applicable |
| Progyny (PGNY) | Fertility benefits | Director | Compensation | Healthcare adjacency but no related-party exposure disclosed |
| EverDriven (private) | Logistics | Director | Audit Chair | Former role; independent of BTMD operations |
Expertise & Qualifications
- Designated “Audit Committee Financial Expert” per Reg S-K Item 407(d)(5), reflecting high competency in financial reporting, internal controls, and audit oversight .
- Extensive public-company CFO tenure (Apria), multi-country finance leadership (Sitel), and healthcare services leadership (AccessHope) .
- Education: B.S. in Business Administration, Colby-Sawyer College (New Hampshire) .
Equity Ownership
| Category | Count | Notes |
|---|---|---|
| Total beneficial ownership (Morris) | 204,291 shares (<1%) | Includes Class A shares; less than 1% of outstanding |
| RSUs (vested, deferred) | 11,045 | Retainer RSUs from 2024; deferred settlement |
| Options exercisable within 60 days | 154,136 | Near-term exercisable options |
| Options outstanding (vested/unvested) at FY2024 | 69,029 vested; 84,628 unvested | As of Dec 31, 2024 |
| Hedging/Pledging | Prohibited by Insider Trading Policy (no hedging, shorting, margin, pledging) | Policy filed; reduces collateral/hedge risk |
Stock ownership guidelines: Not disclosed for directors; company permits deferral of RSU settlement for retainer elections, reinforcing long-term alignment . Section 16 compliance: No late filings noted for Morris in 2024; late filings were disclosed for Andrew/Steven Heyer and CFO Peterson due to administrative oversight .
Insider Trades / Section 16 Compliance
| Item | 2024 Disclosure | Notes |
|---|---|---|
| Morris – Section 16 filings | No late filings reported | Compliance supports governance credibility |
| Board late filings (for context) | Late filings for Andrew/Steven Heyer; Roystone entities (shareholders) | Administrative oversight; not attributed to Morris |
Governance Assessment
- Committee leadership & expertise: Morris chairs Audit and is designated a financial expert—strong signal for financial reporting integrity and related-party oversight; she also serves on Compensation, adding alignment scrutiny across pay structures .
- Attendance & engagement: Met the ≥75% attendance threshold in 2024 amid a busy committee calendar—indicates adequate engagement; only Steven Heyer was below threshold at ~67% .
- Compensation alignment: Director pay mixes fixed retainers and at-risk equity. Morris elected RSUs for her retainer (deferred settlement), and receives annual options (time-based vesting). No director performance metrics; vesting accelerates on change-in-control, a standard but watchworthy feature for potential pay acceleration optics .
- Ownership & safeguards: Beneficial ownership is modest (<1%), but RSU deferral and substantial un/exercisable options provide ongoing alignment. Prohibitions on pledging/hedging materially reduce misalignment risk .
- Potential conflicts/RED FLAGS:
- Related-party oversight: Company disclosed credit agreement defaults/waivers tied to administrative items in 2023–2024 and share repurchase settlement mechanics in 2024; these were remediated. Morris was on Audit in 2024 (not chair) and became Audit Chair in 2025—heightens expectations for improved controls and lender communications (risk oversight focal point) .
- Family relationship on Board: Steven and Andrew Heyer are brothers; not a Morris conflict but a governance consideration for Board independence mix; lead independent director role partly mitigates this .
- Compensation governance: The Compensation Committee (including Morris) engaged Aon as independent consultant; 2025 policy updates increased director equity grant values, consistent with peer benchmarking—monitor for pay inflation vs. company performance .
Overall: Morris presents as a financially rigorous independent director with strong audit leadership and multi-company compensation oversight. Key watch items are change-in-control equity acceleration optics and strengthening of compliance/credit agreement processes under her Audit chair tenure .