Marc D. Beer
About Marc D. Beer
Executive Chairman of Biote Corp. since May 2022; previously Chairman of the board of managers of BioTE Holdings since January 2021. Background includes founding and leading multiple healthcare companies; BS from Miami University; age 59 as of April 11, 2024; serves as non‑independent chair with increased day‑to‑day responsibilities starting January 2024 and expanded cash fee approved in March 2024 . Equity alignment is material: beneficial ownership was 4.0% (2,967,092 shares) as of March 11, 2024, rising to 6.7% (3,729,126 shares) as of March 24, 2025, partly via Class V underlying units; company prohibits hedging, margin, and pledging, supporting alignment . Board leadership is separated (CEO and Chair), with a Lead Independent Director designated due to Beer’s non‑independence .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BioTE Holdings, LLC | Chairman of Board of Managers | Jan 2021–May 2022 | Led governance pre‑deSPAC; set post‑combination structure . |
| Aegerion Pharmaceuticals (Nasdaq: AEGR) | Chief Executive Officer | 2010–2015 | Scaled rare disease portfolio; public company leadership . |
| ViaCell Inc. (Nasdaq: VIAC) | Chief Executive Officer | 2002–2007 | Operated biotech firm; capital markets exposure . |
| Minerva Neurosciences (Nasdaq: NERV) | Chairman of the Board | Dec 2013–Jan 2018 | Public biotech governance . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Renovia Inc. | Co‑founder; former Chairman & CEO; Strategic Advisor | Aug 2016–present | Women’s health technology; founder‑operator experience . |
| Papyrus Therapeutics Inc. | Chairman | Aug 2021–present | Emerging therapeutics governance . |
| Origami Surgical LLC | Chairman | Apr 2020–present | Medtech board leadership . |
| LumeNXT LLC | Chairman | Aug 2018–present | Surgical device oversight . |
Fixed Compensation
| Year | Role | Base Cash Fee / Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|---|
| 2022 | Executive Chairman | 242,000 | 100 | N/D | Executive chair agreement established May 26, 2022 . |
| 2023 | Executive Chairman | 252,500 | 100 | 217,600 | 85% achievement of Corporate Goals; bonus awarded . |
| 2024 | Executive Chairman | 435,183 | 100 | N/D | Board increased cash fee in March 2024 tied to expanded operational duties . |
N/D = Not disclosed in cited documents.
Performance Compensation
| Year | Metric | Target | Actual | Payout ($) | Vesting / Mechanics | Weighting |
|---|---|---|---|---|---|---|
| 2023 | Corporate Goals Achievement (annual cash bonus) | 100% of cash fee | 85% achievement | 217,600 | Paid in cash per executive chair agreement | Not disclosed . |
| Ongoing | Discretionary annual cash bonus eligibility | 100% of cash fee/fee | Performance‑based | N/D | Determined by Board based on financial performance standards | Not disclosed . |
Equity awards: Beer had unvested director options outstanding at 12/31/2023; director annual options vest in full on the earlier of one year from grant or prior to next annual meeting, and accelerate upon change‑in‑control .
Equity Ownership & Alignment
| Date | Shares Beneficially Owned | % of Shares Outstanding | Composition Notes |
|---|---|---|---|
| Mar 11, 2024 | 2,967,092 | 4.0% | Class A underlying Class V voting stock, incl. 654,387 Earnout Voting Shares . |
| Mar 24, 2025 | 3,729,126 | 6.7% | Based on 54,710,252 shares outstanding; SEC beneficial ownership methodology . |
| Outstanding Equity (as of 12/31/2023) | Vested Options (#) | Unvested Options (#) |
|---|---|---|
| Marc D. Beer | 0 | 477,721 . |
Alignment policies:
- Hedging, short‑selling, derivative trading, margin purchases, and pledging are prohibited by the Insider Trading Policy; margin and pledging explicitly disallowed in 2024–2025 compliance FAQs, reducing misalignment risks .
- March 18, 2025: Board members and CEO purchased ~260,000 shares in the open market; Beer publicly emphasized confidence in strategy and new CEO, signaling alignment though Beer’s personal purchase amount was not specified .
Employment Terms
| Term | Detail |
|---|---|
| Role & Agreement | Executive Chairman services agreement effective May 26, 2022; day‑to‑day operational involvement increased Jan 2024; cash fee increased Mar 2024 . |
| Severance (no CIC) | 12 months continuation of then‑current base salary plus monthly COBRA premiums for medical/dental/life insurance coverage . |
| Change‑of‑Control (CIC) | If a Qualifying Termination within 1 month prior to or 12 months post CIC: 18 months of monthly payments equal to 1/12 of then‑current base salary plus 1/12 of target bonus, plus 18 months COBRA; unvested time‑based equity fully vests/exercisable upon CIC‑related Qualifying Termination . |
| Triggers & Conditions | Benefits contingent on execution and non‑revocation of a release; COBRA ceases upon eligibility for equivalent coverage or COBRA ineligibility . |
| Clawback | Incentive Compensation Recoupment Policy adopted Oct 2023 per Rule 10D‑1/Nasdaq 5608 . |
| Indemnification | Standard D&O indemnification agreement in place . |
Board Governance
- Independence: Beer is not independent due to his Executive Chairman role; all committee members are independent; CEO is also non‑independent .
- Board leadership: Roles of CEO and Chair are separate; Steven J. Heyer serves as Lead Independent Director given Beer’s non‑independent chair status .
- Committees and Chairs (FY2023): Audit (Chair: Andrew R. Heyer; members include Steven Heyer, Dana Jacoby, Debra Morris), Compensation (Chair: Dana Jacoby; members include Mark Cone, Andrew Heyer), Nominating & Corporate Governance (Chair: Steven Heyer; members include Mark Cone, Debra Morris) .
- Attendance: Board met 5 times; Audit 6, Compensation 6, Nominating 2; each then‑serving director attended ≥75% of Board and committee meetings .
Director Compensation
| Component | Annual Retainer ($) | Chair Additional ($) | Lead Director Additional ($) |
|---|---|---|---|
| Board of Directors | 50,000 | 35,000 | 20,000 . |
| Audit Committee | 10,000 | 20,000 | — . |
| Compensation Committee | 7,500 | 15,000 | — . |
| Nominating & Corporate Governance | 5,000 | 10,000 | — . |
Annual director equity: non‑employee directors receive an annual option grant with $216,000 grant value; vests fully by first anniversary or prior to next annual meeting; accelerates on change‑in‑control; directors may elect to receive fully vested deferred RSUs in lieu of cash retainers .
2023 director compensation summary:
| Name | Fees Earned ($) | Stock Awards ($) | Option Awards ($) | Performance Bonus ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| Marc D. Beer | 252,500 | — | 1,181,614 | 217,600 | 80 | 1,651,794 . |
Compensation Structure Analysis
- Increased guaranteed cash: Board increased Beer’s cash fee to $435,183 in March 2024 alongside expanded operational duties, indicating a higher fixed cash component vs. 2023 .
- At‑risk pay: Bonus is fully performance‑based (target 100% of fee); payout reflected 85% goal achievement in 2023 .
- Equity emphasis and acceleration: Time‑based equity accelerates upon CIC‑related qualifying termination for Beer; director annual options also accelerate on CIC, a potential dilution/overhang consideration .
- Clawback adoption: Formal recoupment policy implemented Oct 2023, aligning with regulatory requirements .
- Consultant independence: Compensation Committee engaged Aon HCS for peer benchmarking and design guidance; independence factors reviewed per SEC/Nasdaq .
Risk Indicators & Red Flags
- Dual role and independence: Beer’s Executive Chairman status and non‑independence require strong lead independent oversight; the board has designated a Lead Independent Director and maintains independent committees .
- CIC economics: Double‑trigger CIC cash for 18 months including both salary and target bonus plus full vesting of time‑based equity could incent retention through transactions but may present payout optics in M&A scenarios .
- Hedging/pledging risk mitigated: Explicit prohibitions on hedging, derivatives, margin, and pledging reduce misalignment and forced sales risk during blackout periods .
- Related party landscape: Company discloses founder‑related agreements and TRA; no Beer‑specific related party transactions disclosed in cited sections .
Equity Ownership & Guidelines
- Ownership guidelines: Not disclosed for directors/executives in cited documents; however, prohibitions on hedging, derivatives, margin, and pledging are in place .
- Compliance: No pledging reported; director and officer purchasing reported in March 2025 press release, suggesting active ownership engagement at board level .
Investment Implications
- Alignment: Beer’s growing beneficial stake (to 6.7% in 2025) and strict anti‑hedging/pledging policies indicate strong equity alignment and reduced misalignment risks .
- Retention and deal dynamics: Executive chair severance and CIC terms provide meaningful protection and equity acceleration on transaction‑related termination, supporting retention through strategic change but creating potential payout optics in M&A outcomes .
- Governance quality: Separation of chair/CEO roles, designation of a Lead Independent Director, independent committees, and adoption of a clawback policy mitigate governance concerns from Beer’s dual role .
- Trading signals: March 2025 insider open‑market purchases by directors and CEO, along with Beer’s public endorsement, are positive sentiment markers; monitor Beer’s future Form 4s for direct purchase/sale activity to assess near‑term pressure from vesting cycles of director options .
Disclaimer: Where “N/D” appears, the data was not disclosed in the cited documents.