Minnie Baylor-Henry
About Minnie Baylor-Henry
Minnie Baylor-Henry (age 77) has served as an independent director of scPharmaceuticals (SCPH) since July 2018. She is President of B-Henry & Associates (regulatory/compliance consulting) since April 2015, and previously was Worldwide VP of Regulatory Affairs for Johnson & Johnson’s Medical Devices & Diagnostics (Jan 2011–Mar 2015), with prior roles at Deloitte and the FDA (1991–1999). She holds a Pharmacy degree from Howard University and a law degree from Catholic University’s Columbus School of Law . She is standing for a term expiring at the 2028 annual meeting and is designated independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Food & Drug Administration | Various roles (Food & Drug Law) | 1991–1999 | Recognized leader in food and drug law |
| Johnson & Johnson (Pharma & Consumer) | Executive | 1999–2008 | Regulatory/compliance leadership |
| Deloitte & Touche | National Director – Regulatory & Capital Markets Consulting | Pre-2011 (between J&J stints) | Regulatory consulting |
| Johnson & Johnson (Medical Devices & Diagnostics) | Worldwide VP, Regulatory Affairs | Jan 2011–Mar 2015 | Led global regulatory strategy |
| B-Henry & Associates | President | Apr 2015–Present | Regulatory/compliance strategy for life sciences |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Apyx Medical | Director | Aug 2019–Present | Current public company directorship |
| Latheus Holdings, Inc. | Director | Feb 2022–Present | Current directorship (as disclosed) |
| Paratek Pharmaceuticals | Director | Jun 2021–Sep 2023 | Prior public company board |
| PolarityTE, Inc. | Director | Dec 2018–Sep 2021 | Prior public company board |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; all audit, compensation, and nominating committee members meet SEC/Nasdaq independence criteria .
- Committee assignments: Audit Committee member (Chair: Frederick Hudson; members: Hudson, Baylor-Henry, Bonstein) . Not on compensation or nominating committees .
- Attendance: Board held four meetings in 2024; each director attended at least 75% of board and applicable committee meetings; all directors then in office attended the 2024 annual meeting .
- Election results (June 3, 2025): Re-elected Class II director. Votes For: 27,995,209; Withheld: 249,462; Broker non-votes: 6,911,852 .
- Say-on-Pay (2025): For 27,995,161; Against 238,938; Abstain 10,572; Broker non-votes 6,911,852 (approved) .
- Risk oversight: Audit Committee oversees risk management program including financial reporting, IT/cyber, compliance, litigation; reviews related-party transactions .
Fixed Compensation
| Year | Cash Fees (Retainer + Committees) | Notes |
|---|---|---|
| 2024 | $50,000 (Fees Earned or Paid in Cash) | Implies $40,000 board retainer + $10,000 audit member fee under 2024 policy |
| Policy (2024) | Board retainer $40,000; Audit Chair $20,000; Audit Member $10,000; Comp Chair $15,000; Comp Member $7,500; N&G Chair $10,000; N&G Member $5,000 | Applies to non-employee directors |
| Policy (2025) | Board retainer $50,000; Non-exec Chair $90,000; Committee fees unchanged from 2024 | Policy increased board and chair retainers |
Performance Compensation
| Component | Detail | Vesting/Terms |
|---|---|---|
| 2024 Option Award (grant-date fair value) | $54,957 | Annual director option grant size (policy): 19,750 options in 2024; vests in full on earlier of first anniversary or next annual meeting; strike at FMV on grant date |
| 2025 Policy – Annual Grant | 30,000 options for re-elected directors; initial election grant 60,000 options (from 34,600 in 2024) | Annual grant vests in full on earlier of first anniversary or next annual meeting; initial grant: 33% at first anniversary, remainder monthly over next two years; strike at FMV on grant date |
| Performance metrics tied to director pay | None disclosed | Director equity appears service-based (time-vested) |
Other Directorships & Interlocks
| Company | Overlap/Interlock Risk | Notes |
|---|---|---|
| Apyx Medical | No SCPH-related overlap disclosed | Current directorship |
| Latheus Holdings, Inc. | No SCPH-related overlap disclosed | Current directorship |
| Paratek Pharmaceuticals (prior) | No SCPH-related overlap disclosed | Ended Sep 2023 |
| PolarityTE, Inc. (prior) | No SCPH-related overlap disclosed | Ended Sep 2021 |
No related-party transactions >$120,000 involving directors/officers were disclosed since Jan 1, 2023; Audit Committee reviews and approves any related-party transactions per policy .
Expertise & Qualifications
- Regulatory leadership: Former Worldwide VP, Regulatory Affairs at J&J MD&D; FDA tenure; frequent speaker; recognized in food/drug law .
- Education: Pharmacy (Howard University); JD (Catholic University) .
- Governance experience: Service on multiple public company boards; SCPH Audit Committee member .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Nature |
|---|---|---|---|
| Minnie Baylor-Henry | 94,146 | <1% | Options exercisable within 60 days of April 7, 2025 |
| Options outstanding (Dec 31, 2024) | 94,146 | — | Aggregate shares underlying option awards outstanding |
- Hedging/pledging: Policy prohibits short sales and, without prior approval, pledging and derivatives/hedging transactions by directors and specified employees .
- No pledging/hedging by the director is disclosed in the proxy .
Insider Trades (Form 4)
Note: “Price” reflects option exercise price as reported; “D-Return” entries reflect options returned to issuer; no open-market purchases/sales were observed in this period. Data retrieved via Form 4 filings above.
Governance Assessment
- Board effectiveness: Active Audit Committee member; Audit Committee chaired by a designated financial expert (Hudson), with responsibilities spanning financial reporting, controls, and risk .
- Independence and attendance: Independent under Nasdaq; attended at least 75% of meetings; re-elected with strong support, indicating investor confidence .
- Compensation alignment: Director pay mix is standard—cash retainer plus service-vested options; 2025 policy shifts increase annual equity grant to 30,000 options (from 19,750 in 2024) and raises board retainer to $50,000, modestly increasing equity exposure and time-based alignment .
- Ownership/skin-in-the-game: Beneficial ownership reported entirely via options exercisable within 60 days (<1% ownership); no pledging/hedging permitted by policy; no related-party transactions disclosed—low conflict risk .
- Shareholder signals: 2025 say-on-pay and director election supported by wide margins (see vote tallies), supporting governance stability .
RED FLAGS: None disclosed specific to this director. No related-party exposure, no hedging/pledging, satisfactory attendance, and strong re-election support .