Brenton L. Saunders
Beauty HealthAbout Brenton L. Saunders
Brenton L. Saunders (age 55) is Chairman of the Board of The Beauty Health Company (SKIN), serving since May 4, 2021; he was Interim CEO from January 1 to February 7, 2022, and Executive Chairman during 2022 until March 6, 2023 . He is a seasoned healthcare executive with 25+ years of leadership across Allergan, Bausch + Lomb, Forest Laboratories, Actavis, Schering‑Plough, and PwC, with a notable M&A track record exceeding 80 transactions totaling over $300 billion . As of March 6, 2023, he rejoined Bausch + Lomb Corporation and currently serves as its Chairman and CEO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allergan plc | Chairman, President & CEO | 2014–2020; acquired by AbbVie for ~$63B (May 2020) | Led Actavis’ $70B acquisition of Allergan; sold generics to Teva for $40B; acquired Kythera, Lifecell, Zeltiq (medical aesthetics) |
| Actavis plc (post Forest merger) | CEO | 2014–2015 | Led Allergan acquisition; strategic transformation |
| Forest Laboratories Inc. | CEO | 2013–2014 | Led ~$28B sale to Actavis |
| Bausch + Lomb Corporation | CEO | 2010–2013 | Led company until sale to Valeant (2013) |
| Schering‑Plough | Executive management, President Global Consumer Health | 2003–2009 | Led integration of $14B Organon (2007) and merger with Merck (2009) |
| PwC | Partner, Head of Compliance Business Advisory | Pre‑2003 | Compliance leadership |
| Coventry Health Care; Home Care Corp of America; Thomas Jefferson University Health System | Compliance/Risk roles | Pre‑2003 | Compliance/risk leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bausch + Lomb Corporation | Chairman & CEO | Since Mar 6, 2023 | Current public company leadership |
Board Governance
- Role: Non‑executive Chairman of the Board; does not serve on any Board committee .
- Committee composition (current): Audit (Kerrick, Capellas, Fanning, Schillinger; Chair: Kerrick), Compensation (Gruber, Miller, Schillinger; Chair: Schillinger), Nominating & Governance (Capellas, Fanning, Kerrick, Miller; Chair: Capellas until adjournment of 2025 annual meeting) .
- Independence: The Board determined Capellas, Fanning, Gruber, Kerrick, Miller, and Schillinger are independent; Saunders is not listed as independent (implying non‑independent due to leadership/relationships) .
- Attendance: In FY2024, Board met 6 times; all directors attended >75% of Board and committee meetings; 6 directors attended the 2024 annual meeting .
- Board leadership structure: Chair (Saunders) separate from CEO (Beck); Board believes this provides strong leadership with appropriate independent oversight .
Fixed Compensation
| Component | Amount/Policy | Specifics for Saunders (2024) |
|---|---|---|
| Annual cash retainer | $45,000 | Included in cash received |
| Non‑Executive Chairman fee | $100,000 | Included in cash received |
| Committee member fees | Audit $10,000; Comp $7,500; Nominating $5,000 | Not applicable (no committee service) |
| Committee chair fees | Audit $20,000; Comp $15,000; Nominating $10,000 | Not applicable |
| Annual equity grant (RSUs) | Target $150,000; one‑year vest; reduced 25% to $112,500 for 2025 | $150,000 grant value in 2024 |
| 2024 total director pay (Saunders) | Cash $145,000; Stock $150,000; Total $295,000 | As reported |
- RSU grant mechanics: Number of RSUs determined by dividing grant value by $1.91 (closing price on July 8, 2024); RSUs vest at the earlier of one year or next annual meeting; full acceleration upon change‑in‑control or death/disability; forfeiture if service ends before vesting (other than specified events) .
Performance Compensation
| Element | Structure | Metrics/Outcomes |
|---|---|---|
| Director equity | Time‑based RSUs only (no director PSUs/options in 2024) | No performance metrics; one‑year vest; change‑in‑control acceleration and death/disability acceleration apply per program |
Note: Performance‑conditioned awards (TSR PSUs, stock‑price PSUs) are used for executives, not non‑employee directors; Saunders’ reported 2024 director equity was time‑based RSUs .
Other Directorships & Interlocks
| Entity | Type | Interlock/Influence |
|---|---|---|
| Bausch + Lomb Corporation | Public company | Active Chairman & CEO role concurrent with SKIN Chairman; potential time‑commitment considerations |
| LCP Edge Holdco / Investor Rights Agreement | Large shareholder | LCP Edge Holdco may designate directors and committee representation based on ownership thresholds; Brian Miller designated pursuant to this right . |
Expertise & Qualifications
- Strategic/M&A: Led >80 transactions totaling >$300B; includes Actavis–Allergan ($70B), Forest–Actavis (~$28B), Allergan generics sale to Teva ($40B) .
- Operational leadership: CEO roles at Allergan, Bausch + Lomb, Forest/Actavis; broad experience in product development, sales & marketing, compliance/ethics, HR/talent, ESG, global scaling .
- Regulatory/compliance pedigree via prior roles at PwC, Coventry Health Care, and Thomas Jefferson University Health System .
Equity Ownership
| Category | Amount/Detail | Notes |
|---|---|---|
| Total beneficial ownership | 15,418,053 shares; 12.2% of outstanding | As of April 16, 2025 (125,989,795 shares outstanding) |
| Breakdown – common shares | 5,843,235 (Saunders), 1,681,771 (Triplet Enterprises III, LLC), 1,121,180 (Saunders Family Trust) | Saunders is managing member of Triplet and controls Trust; disclaims beneficial ownership except to extent of pecuniary interest |
| Warrants (convertible) | 3,166,666 (Saunders), 1,000,000 (Triplet), 666,667 (Trust) | Included in beneficial ownership |
| Options | 1,395,000 outstanding; 465,000 vest within 60 days of April 16, 2025 | Included in beneficial ownership |
| RSUs | 78,534 vest within 60 days of April 16, 2025 | Included in beneficial ownership |
| Aggregate unvested RSUs + vested but unexercised options | 1,991,351 (as of Dec 31, 2024) | Director footnote disclosure |
| Hedging/pledging | Prohibited by Insider Trading Policy | No pledging or hedging permitted for directors/officers/employees |
Insider Trades and Filings
| Date | Filing | Note |
|---|---|---|
| July 10, 2024 | Late Form 4 | Reported five transactions related to shares withheld for tax on RSU vesting |
Governance Assessment
-
Strengths:
- Significant “skin in the game” with 12.2% beneficial ownership; aligns interests with shareholders .
- Experienced strategic operator with deep healthcare/aesthetics M&A background; useful for SKIN’s strategic pivots .
- Board leadership separated from CEO; independent committees with financial expert chairing Audit (Kerrick) .
- Director compensation balanced: cash retainer plus equity; 2025 equity grant reduced by 25% reflecting share price context .
-
Risks / RED FLAGS:
- Not independent; combined with large ownership and warrant/options stack can concentrate influence; monitor board challenge culture and minority shareholder protections .
- Derivative litigation names Saunders (and other directors) for alleged fiduciary breaches relating to Syndeo device disclosures; while the company disputes merit, ongoing litigation is a governance overhang .
- Late Section 16 filing (Form 4) in 2024, albeit for administrative tax withholding; suggests need for robust compliance processes .
- Dual role as Bausch + Lomb Chairman & CEO may pose time‑commitment risks; assess for potential conflicts if any supply/customer overlaps emerge, though none are disclosed .
Director Compensation Mix and Ownership Alignment
| Measure | 2024 Value | Notes |
|---|---|---|
| Cash (retainer + Chair fee) | $145,000 | Paid quarterly in arrears |
| Equity (RSUs) | $150,000 | One‑year vest; change‑in‑control/death/disability acceleration |
| Program design | Cash $45k retainer; $100k Chair; RSU target $150k (2025 set to $112.5k) | Committee/Chair fees not applicable to Saunders (no committee service) |
| Ownership guideline (directors) | 5× cash retainer; 5 years to comply | Counts vested/unvested time‑based RSUs and certain holdings; Saunders appears to exceed guideline materially |
Committee Assignments, Chair Roles, and Expertise
- Assignments: None; serves solely as Board Chairman .
- Audit Committee financial expert: Michelle Kerrick (Chair) .
- Compensation Committee uses independent consultant FW Cook; updated peer group in 2025 to better match industry/size .
Independence, Attendance, and Engagement
- Independence: Saunders not listed among independent directors; Board majority otherwise independent .
- Attendance: All directors exceeded 75% attendance in FY2024; Board held 6, Audit 4, Compensation 4, Nominating 3 meetings .
- Engagement: Executive sessions of independent directors occur regularly; stockholder communications process in place via company Secretary .
Say‑on‑Pay and Shareholder Feedback
| Year | Approval % | Notes |
|---|---|---|
| 2023 | 85.54% | Annual virtual meeting June 14, 2023 |
| 2024 | 88.23% | Annual virtual meeting June 6, 2024 |
Related Party Transactions and Conflicts
- Investor Rights Agreement with LCP Edge Holdco (affiliate of Linden) provides board designation rights and committee representation based on ownership; Brian Miller serves on SKIN’s Board under this right .
- Audit Committee reviews related party transactions per Item 404 policy; conflicted members abstain .
Potential Contractual Protections (Clawbacks, Change‑in‑Control)
- Clawback: Amended and Restated Clawback Policy for incentive‑based compensation upon material restatement; principally applies to executives; directors’ RSUs are time‑based .
- Insider Trading: No hedging/pledging permitted by policy; promotes alignment .
Summary Implications for Investor Confidence
- High ownership and extensive sector expertise are positives for strategic guidance and alignment, but non‑independence plus litigation exposure warrant scrutiny on board oversight and disclosure practices .
- Director pay appears market‑standard with moderation in 2025 equity grants; committee independence and use of FW Cook reinforce governance processes .
- Monitor resolution of securities class action and consolidated derivative actions, and ensure robust Section 16 compliance to avoid repeat administrative lapses .