Richard R. Barrera
About Richard R. Barrera
Richard R. Barrera, age 53, is an independent Class II director of biote Corp (BTMD) appointed June 5, 2025 to fill a vacancy following the resignation of Steven J. Heyer; his term runs to the 2027 annual meeting. He founded Roystone Capital in 2012 and previously held senior investment roles at Redwood Capital and Glenview Capital; he holds a BS in Finance and Accounting from Wharton and an MBA from Harvard Business School. The Board has determined he is independent under Nasdaq rules, and he joined the Nominating and Corporate Governance Committee upon appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roystone Capital | Founder & Portfolio Manager (Founder & CEO in press release) | 2012–present | Top institutional shareholder of Biote; long-term investment focus |
| Redwood Capital Management | Partner & Co-Portfolio Manager | 2009–2012 | Led portfolio management |
| Glenview Capital Management | Partner & Co-Portfolio Manager | 2002–2009 | Led portfolio management |
| Pacific Gas & Electric (PG&E) | Director; Chair of Finance Committee; member of Audit Committee | 2019–2020 | Finance oversight; audit oversight |
| JPMorgan | Emerging Markets Sovereign Bond Trader | Prior to 2002 | Trading and markets expertise |
| Gleacher & Co. | Analyst | Early career | Fundamental analysis |
| Groupe Arnault family office | Investment role | Prior to 2002 | Family office investing experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Roystone Capital | Founder & CEO | 2012–present | New York-based investment manager; one of Biote’s top institutional shareholders |
Board Governance
- Independence: Board determined Barrera is “independent” under Nasdaq rules on appointment .
- Committee Assignments: Member, Nominating and Corporate Governance Committee (not chair) .
- Lead Independent Director: Role exists (currently Steven J. Heyer historically served as lead independent director pre-resignation); Barrera’s appointment filled Heyer’s vacated Board seat .
- Attendance: No attendance data yet for Barrera given June 2025 appointment. The Board met 9 times in FY2024; committees met 6/6/1, respectively; attendance ≥75% for all then-serving directors except Steven J. Heyer (67%) .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Board Cash Retainer | $50,000 per year | Paid quarterly in arrears |
| Committee Membership – Nominating & Corporate Governance (non-chair) | $5,000 per year | Member fee; chairs receive $10,000 |
| Committee Chair Fees | N/A | Barrera is not a chair |
| Lead Director Retainer | N/A | Only paid if serving as lead director ($20,000) |
Performance Compensation
| Award Type | Grant Value | Grant Date / Timing | Vesting | Notes |
|---|---|---|---|---|
| Initial Option (non-employee director) | $337,500 | Upon appointment (June 2025) | 36 substantially equal monthly installments | Granted under 2022 Equity Incentive Plan; change-in-control full acceleration |
| Annual Option (non-employee director) | $225,000 (policy as of March 2025) | At each annual meeting (prorated for first cycle) | Vests in full on earlier of first anniversary or day before next annual meeting | Exercise price = FMV on grant date; CIC full acceleration |
| Annual Option (8-K disclosure) | $216,000 | At annual meeting (prorated for first cycle) | As above | 8-K references $216k; note potential alignment update with March 2025 policy increase to $225k |
| Retainer RSU Election (optional) | Variable (in lieu of cash) | At annual grants | Fully vested; settlement deferred | Directors may convert cash retainer into RSUs with deferred settlement |
Performance Metrics: No director performance-based metrics disclosed; director equity is time-based (options) with standard change-of-control acceleration. No TSR, EBITDA, ESG or other performance metrics tied to director compensation were disclosed .
Other Directorships & Interlocks
| Company | Role | Status | Potential Interlock/Conflict |
|---|---|---|---|
| Pacific Gas & Electric | Director; Finance Committee Chair; Audit Committee member | 2019–2020 (prior) | None with Biote operations; adds governance experience |
| Roystone Capital / Guines LLC | Controlling person | Current | Roystone Entities are major Biote shareholders (7.4%); Barrera’s leadership at Roystone creates a significant shareholder-director interlock to monitor |
Expertise & Qualifications
- Finance/investment expertise from >20 years managing portfolios; prior trading and analysis roles .
- Governance experience from PG&E board service (Finance Chair; Audit member) .
- Education: BS (Wharton), MBA (Harvard Business School) .
Equity Ownership
| Holder | Shares | % of Shares Outstanding | Notes |
|---|---|---|---|
| Roystone Capital Entities (group) | 4,044,876 | 7.4% | Shared voting/dispositive power among Roystone entities; none have sole power |
| Guines LLC (Roystone affiliate) | 3,927,547 | Subset of above | Excludes 117,330 Sponsor Earnout Shares |
| Insider Policy – Hedging/Pledging | Prohibited | — | Company Insider Trading Policy prohibits hedging, derivative trading, short selling, margin purchases, and pledging of shares |
Alignment: Barrera’s association with a top shareholder suggests substantial economic alignment with minority investors via long-term value focus, balanced by independence designation and absence of Item 404 related-party transactions .
Governance Assessment
-
Positives
- Independent director with deep capital markets and board oversight experience (PG&E Finance Chair/Audit) .
- Immediate governance engagement via Nominating & Corporate Governance Committee membership .
- Transparent director pay structure with market-tested levels; options vest monthly/annually; change-in-control acceleration disclosed .
- Insider Trading Policy prohibits hedging/pledging, supporting alignment .
-
Watch Items / RED FLAGS
- Significant shareholder interlock: Roystone Entities own ~7.4% of Biote; Barrera leads Roystone (monitor for potential conflicts in strategic actions, related-party exposures; Company states no Item 404 transactions) .
- Documentation inconsistency: 8-K cites $216k annual grant while March 2025 proxy states $225k; ensure subsequent grants reflect Board-approved policy and clarify any proration or updates .
- Attendance data for Barrera not yet available; monitor FY2025 attendance/engagement once reported .
-
Implications for investor confidence
- A shareholder-principal on the board can enhance accountability and capital allocation discipline; independence designation and lack of related-party transactions mitigate conflict risk .
- Nominating Committee placement positions Barrera to influence board composition and governance practices; combined with finance background, this can strengthen board effectiveness .
Source Citations
- Appointment, independence, committee assignment, director pay specifics for Barrera: .
- Press release background and PG&E committee roles: .
- Board structure, lead independent director framework, and committee details: .
- Director compensation policy (cash/equity, RSU election, vesting, chair/member fees): .
- Beneficial ownership table and Roystone Entities details: .
- Insider Trading Policy prohibitions on hedging/pledging: .
- Board and committee meeting counts and attendance (FY2024 baseline): .