Robert Peterson
About Robert Peterson
Robert C. Peterson is Biote’s Chief Financial Officer (CFO) since January 2024 and also serves as Chief Business Officer (CBO) since April 2025. He is 48, a Certified Public Accountant, and holds a B.B.A. and an M.B.A. from Texas Christian University . Under his tenure, Biote delivered 2024 revenue of $197.2M (+6.4% YoY) and Adjusted EBITDA of $58.2M (vs. $55.3M in 2023), with 2025 guidance initially set at $202–$208M revenue and $59–$64M Adjusted EBITDA .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Virbac Corp. (subsidiary of Virbac S.A.) | EVP & Chief Financial Officer | Sep 2017 – Jan 2024 | Led finance at a global veterinary pharmaceutical and wellness company; brings public company experience and industry operating rigor to Biote . |
| Alcon Laboratories/Novartis Eye Care | Global Head of Business Planning & Analysis; Finance Manager, Investor Relations (prior roles) | Prior to 2017 | Built FP&A and IR skillsets relevant to scaling and capital markets communication . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company board roles disclosed for Peterson; none reported under Item 404 related-party transactions at appointment . |
Fixed Compensation
| Item | 2024 |
|---|---|
| Base Salary | $420,330 (prorated for 2024 start) . |
| Target Bonus % | 50% of base salary per employment agreement . |
| Target Bonus ($) | $212,500 . |
| Actual Bonus ($) | $159,375 (60% of target, aligned with 60% corporate goal achievement) . |
Notes:
- Employment agreement sets annualized base salary of $425,000 and target bonus of 50% of base .
Performance Compensation
Equity Grants (new-hire awards and FY2024)
| Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting | Exercise Price | Expiration |
|---|---|---|---|---|---|---|
| RSU (sign-on) | 01-08-2024 | 44,250 | 177,000 | Vested in full on 07-08-2024 . | — | — |
| Stock Options | 02-01-2024 | 400,000 | 1,003,917 | 50% vests at 2-year anniversary; remainder vests monthly over next 24 months . | $4.00 | 01-31-2034 . |
Supporting details:
- RSU grant and vest: 44,250 units, $177,000 grant-date fair value; fully vested 6 months post-grant (July 8, 2024) .
- Options: 400,000 options granted at $4.00 exercise price; vesting 50% at two-year cliff, then 24 monthly installments; expiration 01/31/2034 .
Annual Incentive (Cash)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Corporate/Individual Objectives (FY2024) | n/a | 100% of target bonus | 60% achievement of corporate goals | 60% of target ($159,375 vs. $212,500 target) . |
Note: The company disclosed a 60% achievement against 2024 corporate goals but did not enumerate sub-metrics (e.g., revenue, EBITDA, TSR) in the proxy; payouts reflect that score .
Equity Ownership & Alignment
- Outstanding awards at 12/31/2024: 400,000 unexercisable options at $4.00 (2/1/2024 grant), vesting 50% on 2/1/2026 then monthly for 24 months; no exercisable options reported at year-end .
- RSU sign-on (44,250) fully vested in 2024, increasing near-term sellable shares, while option vesting introduces a larger 2-year cliff in early 2026 that could create concentrated vesting events (potential selling pressure if in the money) .
- Hedging/pledging: Biote’s Insider Trading Policy prohibits hedging, short selling, derivatives, margin purchases, and pledging of company stock—enhancing alignment with shareholders .
- Clawback: Incentive Compensation Recoupment Policy adopted to comply with SEC/Nasdaq (effective Oct 2023); covers restatement-related recoupment (no misconduct requirement) .
Employment Terms
| Provision | Non-CIC | Change-in-Control (Double-Trigger) |
|---|---|---|
| Severance multiple | 9 months continuation of base salary . | 12 months of (base salary + target bonus), paid monthly . |
| COBRA | Company-paid premiums up to 9 months . | Company-paid premiums up to 12 months . |
| Equity acceleration | Time-based equity does not automatically accelerate . | Unvested time-based equity vests in full upon qualifying termination in the CIC window (1 month prior to or 12 months after) . |
| CIC window | — | 1 month prior to, or 12 months following, a change in control . |
| Triggers | Termination without cause or resignation for good reason . | Same (double-trigger) . |
| Covenants | Standard confidentiality; non-solicit and non-compete via company agreements . | |
| Dispute resolution | Arbitration provision; Texas law governing; indemnification agreement in place . | |
| 280G | “Best net” or cutback methodology (no excise tax gross-up) . |
Performance & Track Record (Company context during Peterson’s tenure)
| Metric | FY 2023 | FY 2024 | FY 2025 Outlook (initial) | Updates |
|---|---|---|---|---|
| Revenue ($M) | 185.4 | 197.2 | 202–208 | Reiterated above $190 in Nov 2025 8-K . |
| Adjusted EBITDA ($M) | 55.3 | 58.2 | 59–64 | Reiterated above $50 in Nov 2025 8-K . |
Additional disclosures:
- Q4’24 revenue $49.8M, gross margin 71.8%; full-year 2024 gross margin 70.5% reflecting manufacturing integration efficiencies .
- CFO commentary highlighted software transition headwinds and training focus impacting near-term procedure volumes; emphasized strong operating cash flow (CFO remarks) .
- 2025 outlook framed modest H1 and better H2 setup, with focus on provider productivity and network expansion .
Risk Indicators & Governance Signals
- Section 16 compliance: Company disclosed a late Form 3 filing for Mr. Peterson (administrative oversight) .
- Related-party transactions: None for Mr. Peterson at appointment per Item 404(a) .
- Insider trading controls and ownership alignment: Hedging/pledging prohibited; clawback policy effective .
Compensation Structure Analysis
- Mix and leverage: 2024 compensation included a meaningful equity component—$177k RSUs (fully vested in 6 months) and a large new-hire option grant ($1.00M grant-date fair value), aligning upside with stock appreciation while keeping annual cash relatively moderate (base + performance bonus) .
- Shift to options: The company “primarily uses stock options” for long-term incentives, linking value to share price above grant strike ($4.00), which is more performance-levered than full-value RSUs; Peterson’s 50% 2-year cliff raises retention stickiness into 2026 .
- Pay-for-performance: FY2024 bonuses paid at 60% of target, consistent with 60% corporate goal achievement; indicates the committee’s willingness to scale payouts with performance .
- Shareholder protections: No excise tax gross-up (280G cutback), comprehensive clawback, and hedging/pledging bans support governance best practices .
Equity Ownership & Vesting Schedules (Detail)
| Award | Shares | Vesting Milestones | Key Dates |
|---|---|---|---|
| RSU (sign-on) | 44,250 | 100% at 6 months | Grant 01-08-2024; Vest 07-08-2024 . |
| Stock Options | 400,000 | 50% at 2-year cliff; remaining monthly over 24 months | Grant 02-01-2024; First cliff 02-01-2026; Expiry 01-31-2034; $4.00 strike . |
Implications:
- RSU’s full vest in 2024 created a near-term liquidity event; the significant option cliff in early 2026 may concentrate future selling windows depending on stock performance and personal diversification needs .
Employment Terms (Key Clauses)
- Good Reason (material cut in pay/target bonus, relocation >50 miles, material duty reduction, or material breach), with notice/cure mechanics .
- Double-trigger CIC with full acceleration of time-based equity on qualifying separation; 12 months of salary+target bonus and 12 months COBRA .
- Arbitration, Texas governing law, and indemnification agreement .
Investment Implications
- Alignment: A large, performance-levered option grant at $4.00 with a 2026 cliff strongly ties Peterson’s upside to multi-year equity value creation while enhancing retention through the cliff and subsequent monthly vesting; hedging/pledging bans and clawback further align incentives with long-term shareholders .
- Near-term supply vs. medium-term retention: The 2024 sign-on RSUs fully vested, creating marginal near-term selling capacity, but the material option vesting doesn’t begin until 2026—reducing intermediate-term selling pressure while strengthening retention .
- Pay-for-performance calibration: 60% bonus payout vs. 60% corporate goal achievement demonstrates formulaic discipline; governance features (no 280G gross-up, clawback, anti-hedging/pledging) reduce classic compensation red flags .
- Execution track: Under Peterson, Biote expanded gross margins via manufacturing integration and maintained positive Adj. EBITDA trends in 2024; 2025 guidance (and later reiteration) indicates prudent expectations with a back-half weighted reacceleration focus—important as option cliffs approach in 2026 .
Overall: Compensation design is shareholder-friendly (option-heavy, no gross-up, clawback, anti-hedging) with retention anchored by a 2026 option cliff. Watch execution on 2025 commercial priorities and how performance versus guidance evolves as major equity vesting dates approach.