Mary Elizabeth Conlon
About Mary Elizabeth Conlon
Mary Elizabeth Conlon is Vice President, Business Development, General Counsel and Corporate Secretary at biote Corp. (BTMD), serving as VP BD & General Counsel since June 2021 and Corporate Secretary since May 2022; she was 45 years old as of April 3, 2025 and holds a J.D. and B.A. in Communications from Baylor University . She is the company’s proxy signatory and named contact for governance matters, underscoring central responsibility for legal, corporate governance, and board processes . BTMD’s proxy describes annual bonuses tied to company and individual performance goals but does not enumerate executive-specific TSR, revenue growth, or EBITDA growth performance metrics for Conlon; the company prohibits hedging and pledging of company stock, supporting alignment with shareholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Conlon Law Firm, P.C. | Founder; Attorney | Jan 2012 – Jun 2021 | Built legal practice and corporate advisory experience relevant to in-house general counsel roles . |
| Travis, Calhoun & Conlon, P.C. | Partner | 2004 – 2011 | Led legal engagements; foundation for corporate law and governance capability . |
External Roles
No public company board roles or external committee positions are disclosed for Conlon in BTMD’s proxy filings .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Bonus Paid ($) |
|---|---|---|---|
| 2022 | 355,038 | 40% | 110,811 |
| 2023 | 395,400 | 40% | 146,298 |
Notes:
- Base salary increases are not automatic; executives are at-will and eligible to participate in broad-based benefits (health, dental, vision, life, AD&D, EAP) and a 401(k) with 3% safe-harbor contributions .
- 2023 bonus reflects an 85% achievement of corporate goals; 2022 corporate goal achievement is not specified for Conlon .
Performance Compensation
Cash Annual Bonus – Structure and Outcomes
| Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Corporate and individual performance goals | Not disclosed | 40% of base salary | 85% corporate goal achievement (2023) | 146,298 (2023) | N/A |
Equity Awards – Grants, Fair Value, and Vesting
| Grant / Instrument | Shares/Units | Fair Value ($) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Stock options (2022 cohort) | 123,161 unexercisable | — | 4.00 | 9/14/2032 | 50% on 2-year anniversary; remaining 24 equal monthly installments |
| Stock options (2023 cohort) | 135,000 unexercisable | — | 5.80 | 4/2/2033 | 25% on 1-year anniversary; remaining 36 equal monthly installments |
| RSUs outstanding (12/31/2023) | 63,606 | 237,250 | — | — | Company-standard service vesting; not accelerated terms disclosed for Conlon |
| Option Awards – annual accounting values | — | 291,212 (2022) | — | — | — |
| Option Awards – annual accounting values | — | 493,186 (2023) | — | — | — |
Notes:
- The proxy reports accounting grant-date fair values for option awards; vesting schedules are service-based and designed for retention; specific award grant dates are not enumerated in Conlon’s table beyond expiration and vesting constructs .
- Performance-vesting (PSUs) are not disclosed for Conlon; equity awards disclosed are time-based options and RSUs .
Equity Ownership & Alignment
Quantitative Ownership Breakdown (as of proxy measurement dates)
| Component | Amount | Basis |
|---|---|---|
| Class A common shares owned | 176,955 | Beneficial ownership table (as of March 11, 2024) |
| Options exercisable within 60 days | 36,562 | Beneficial ownership table (as of March 11, 2024) |
| Options unexercisable | 258,161 | 123,161 at $4.00 and 135,000 at $5.80 (as of 12/31/2023) |
| Unvested RSUs | 63,606 | Market value $237,250 (as of 12/31/2023) |
| Ownership as % of outstanding | <1% | Aggregate table denotes “* Less than 1%” |
Alignment Policies and Constraints
- Hedging/derivative transactions, short selling, margin purchases, and pledging of BTMD shares are prohibited by the Insider Trading Policy, reducing misalignment/hedging risk .
- Executive-specific stock ownership guidelines are not disclosed; director RSU-for-retainer alternatives exist, but no officer ownership multiple is described .
- Section 16 compliance disclosures list late filings for certain insiders; no late filings are attributed to Conlon in the 2024 proxy .
Employment Terms
| Term | Key Details |
|---|---|
| Employment status | At-will; standard confidential information and invention assignment agreement with non-solicitation and non-competition provisions . |
| Role history | VP, Business Development & General Counsel since June 2021; Corporate Secretary since May 2022 . |
| Target bonus | 40% of base salary (discretionary, determined by Compensation Committee) . |
| Severance (no change in control) | If terminated without cause or resigns for good reason: continuation of base salary and COBRA premium payments for 9 months . |
| Change-in-control (double-trigger) | If qualifying termination within 1 month prior to or 12 months following a change in control: monthly payments equal to 1/12th of then-current base salary plus 1/12th of then-current target bonus for 12 months; COBRA paid for 12 months . |
| Equity acceleration | Equity acceleration upon CIC termination is disclosed for certain executives; Conlon’s agreement terms in proxy do not state equity acceleration provisions beyond severance/COBRA; therefore not disclosed for her . |
| Clawback policy | Incentive Compensation Recoupment Policy adopted Oct 2023; recoupment applies to compensation granted, earned, or vested based upon attainment of a financial reporting measure if there is an accounting restatement under Rule 10D-1/Nasdaq 5608 . |
| Benefits | Broad-based benefits; 401(k) with 3% safe-harbor non-elective contribution; immediate vesting of safe harbor . |
Compensation Committee and Governance Context
- Compensation Committee members (2025): Dana Jacoby (Chair), Debra L. Morris, S. Mark Cone; the committee uses independent consultant Aon; CEO excluded from deliberations about CEO compensation; processes use market data, equity design guidance, and performance objectives for annual cycles .
- Insider Trading Policy and Code of Ethics govern prohibited transactions and conduct; corporate governance guidelines are posted to IR site .
Investment Implications
- Pay-for-performance linkage exists via a 40% target bonus and demonstrated payout variability (85% achievement in 2023), while equity is predominantly time-based options/RSUs with multi-year vesting, supporting retention and alignment but without disclosed performance-vesting PSUs for Conlon .
- Severance economics (9 months without CIC; 12 months salary plus 12 months target bonus with CIC) are moderate and time-bound, limiting outsized change-of-control windfalls; equity acceleration is not disclosed for Conlon, reducing potential CIC-related selling pressure from accelerated vesting compared with peers where acceleration is common .
- Hedging and pledging prohibitions, combined with modest direct share ownership (<1%) and meaningful unvested awards, suggest alignment through future equity vesting rather than current ownership concentration; monthly vesting cadence of options could create ongoing incremental supply but no insider selling pattern is disclosed in the proxies .