Brian Miller
Beauty HealthAbout Brian Miller
Brian Miller (age 50) is an independent director of The Beauty Health Company (SKIN) and Co-Founder/Partner at Linden Capital Partners, with healthcare principal investing experience since 1998. He has served on SKIN’s board since May 4, 2021; prior roles include founding member of First Chicago Equity Capital’s healthcare team and investment banking at Salomon Brothers (Citigroup). Education: BA (Economics, honors) from Princeton University and MBA from Harvard Business School (healthcare concentration). Core credentials: healthcare private equity leadership, governance, finance/audit, corporate strategy, and operational oversight across healthcare and consumer products .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Linden Capital Partners | Co-Founder and Partner | Founded 2004; ongoing | Healthcare principal investing; board leadership across portfolio companies |
| First Chicago Equity Capital | Founding member, healthcare team | Not disclosed | Built healthcare investment platform |
| Salomon Brothers (Citigroup) | Investment banking division | Not disclosed | Corporate finance/transactions |
| Z-Medica | Board member (prior) | Not disclosed | Medical device governance |
| Solara; SeraCare; BarrierSafe; CORPAK; HYCOR; Strata Pathology; Flexan; Suture Express | Board member (prior) | Not disclosed | Portfolio oversight and strategic guidance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AdvaMed | Board member | Current | Industry policy/advocacy |
| Healthcare Private Equity Association | Founder | Ongoing | PE best-practices network |
| Private Equity Analysts of Chicago | Founder | Ongoing | Professional network |
| University of Chicago Medical Center | Trustee | Current | Academic medical governance |
| Economic Club of Chicago | Member | Current | Business leadership forum |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined independent under Nasdaq/SEC standards |
| Years of service | Director since May 4, 2021 |
| Committee memberships | Compensation Committee (member); Nominating & Corporate Governance Committee (member) |
| Chair roles | None; Comp Chair: Doug Schillinger; Nom/Gov Chair: Michael Capellas (vacancy post-2025 AGM) |
| Meeting attendance (FY2024) | Board: 6 meetings; Audit: 4; Comp: 4; Nom/Gov: 3; each director attended >75% of aggregate meetings |
| Executive sessions | Independent directors meet in executive session annually; board meets regularly in executive session without management |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | 45,000 | Non-employee director retainer |
| Compensation Committee member fee | 7,500 | Member fee |
| Nominating & Corporate Governance Committee member fee | 5,000 | Member fee |
| Total fees earned (FY2024) | 57,500 | Reported in director compensation table |
Performance Compensation
| Equity Award | Grant Date | Grant Value (USD) | Shares | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSUs | Jul 8, 2024 | 150,000 | 78,534 (150,000 / $1.91 close) | Earlier of one-year anniversary or next AGM; accelerated on CoC or death/disability; forfeiture if service ends otherwise | Standard director equity; aligns ownership |
| Director equity target (2025) | To be granted | 112,500 | N/A | One-year vest | Target reduced by 25% vs 2024 due to stock price consideration |
Ownership guidelines: Non-employee directors must hold 5x cash retainer within 5 years; retain 100% of after-tax shares until guideline met .
Other Directorships & Interlocks
| Company | Role | Public/Private | Interlock/Notes |
|---|---|---|---|
| Lifestyles Healthcare | Board member | Not disclosed | Healthcare products |
| Vital Care | Board member | Not disclosed | Infusion services/products |
| Formulated Solutions | Board member | Not disclosed | Contract manufacturing |
| MeriCal | Board member | Not disclosed | Nutrition/supplements |
| StatLab Medical Products | Board member | Not disclosed | Pathology supplies |
| Regenity | Board member | Not disclosed | Healthcare products |
| Z-Medica (prior) | Board member | Not disclosed | Interlock: Schillinger (prior board) and Fanning (former CEO) also linked to Z-Medica |
Expertise & Qualifications
- Healthcare PE leadership (Linden), deep governance and finance/audit oversight; experience across manufacturing, regulatory, sales/marketing, ESG, and talent development .
- Education: BA Economics (Princeton), MBA Harvard (healthcare) .
Equity Ownership
| Holder | Shares/Units | % Outstanding | Notes |
|---|---|---|---|
| Brian Miller (personal) | 91,450 shares; 78,534 RSUs vesting within 60 days of Apr 16, 2025 | <1% | RSUs from 2024 director grant |
| LCP Edge Holdco LLC | 33,360,741 shares | 26.5% | Designation rights to board/committees; Miller as Vice President may be deemed to share voting/dispositive power; disclaims beneficial ownership except pecuniary interest |
| Aggregate (as reported for Miller) | 33,530,725 | 26.6% | Includes personal and LCP Edge Holdco positions |
Investor Rights Agreement grants LCP Edge Holdco board designation rights (up to 3 directors based on ownership thresholds) and representation on Compensation and Nominating & Corporate Governance Committees while holding ≥10%—Miller designated under these rights .
Insider Filings & Trades
| Item | Status |
|---|---|
| Section 16(a) compliance (FY2024) | Company reports timely filings; late filings disclosed for Beck, Watson, Saunders, Fanning—not for Miller |
Governance Assessment
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Strengths:
- Independent director with strong finance, audit, and governance background; active engagement (>75% attendance) .
- Ownership alignment via annual RSU grants and director stock ownership guidelines (5x retainer) .
- Compensation Committee uses independent consultant (FW Cook); pay practices emphasize equity and risk controls; hedging/pledging prohibited .
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Risks and potential conflicts:
- RED FLAG: LCP Edge Holdco (affiliated with Linden) is a 26.5% shareholder with board/committee designation rights; Miller serves on Compensation and Nominating committees, which may create perceived influence over governance/comp decisions despite independence determination .
- Litigation exposure: Miller is named among directors in consolidated Delaware derivative action alleging fiduciary breaches related to Syndeo device disclosures; securities class action against company/entities ongoing—company denies merit and intends vigorous defense .
- Committee chair transition risk: Nom/Gov chair (Capellas) will vacate after AGM, creating interim leadership gap until board fills the role .
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Director compensation signals:
- FY2024 director equity at $150k in RSUs with simple one-year vest; FY2025 target cut 25% to $112,500 given stock price—cost discipline and reduced equity overhang .
- Cash mix is modest ($45k base + committee member fees); no options or meeting fees—keeps pay aligned and at-risk via equity .
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Shareholder feedback:
- Say-on-pay approved by ~88.23% in 2024 (and 85.54% in 2023), indicating general support for compensation practices .
Overall: Miller enhances board financial discipline and healthcare-market connectivity. The significant LCP Edge/Linden ownership and committee representation is a governance sensitivity investors should monitor (compensation and nominations), balanced by formal independence determinations and related-party review by the Audit Committee .