Desiree Gruber
Beauty HealthAbout Desiree Gruber
Desiree Gruber (age 57) is an independent director of The Beauty Health Company (SKIN) since June 11, 2021. She is founder and CEO of Full Picture (1999–present), co-founded Project Runway (2004), and co-founded Diagonal Ventures (DGNL) in 2016; she also advises Anthos Capital, Pharrell Williams’ Something in the Water, and BroadLight Capital, and previously served on the boards of SLAM Corp. and DPCM Capital, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Full Picture | Founder & CEO | 1999–present | Brand strategy, content production, communications |
| Project Runway | Co-founder | 2004– | Media franchise creation |
| Diagonal Ventures (DGNL) | Co-founder | 2016– | Consumer/tech/media investing to empower women |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Anthos Capital | Adviser | Not disclosed | Advisory capacity |
| Something in the Water (Pharrell Williams) | Adviser | Not disclosed | Advisory capacity |
| BroadLight Capital | Adviser | Not disclosed | Advisory capacity |
| SLAM Corp. | Director (prior) | Not disclosed | Prior public company SPAC board |
| DPCM Capital, Inc. | Director (prior) | Not disclosed | Prior public company SPAC board |
Board Governance
- Committee assignments: Compensation Committee member; not Chair . Compensation Committee responsibilities include setting executive goals, approving Section 16 officer pay/equity, severance agreements, and producing the annual compensation report .
- Independence: Board determined Gruber is independent under Nasdaq and SEC rules .
- Attendance and engagement: In FY2024, Board held 6 meetings; Compensation Committee held 4; each director attended >75% of aggregate Board and committee meetings; 6 directors attended the 2024 annual meeting .
- Executive sessions: Board meets regularly in executive session without management; independent directors meet annually in executive session .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $45,000 | Non-employee director cash retainer |
| Committee membership fee (Compensation) | $7,500 | Compensation Committee member fee |
| Total cash earned (FY2024) | $52,500 | Fees earned or paid in cash |
| Annual equity (RSUs) – 2024 | $150,000 | One-year vesting; grant date target value |
| Annual equity (RSUs) – 2025 | $112,500 | Target reduced by 25% vs 2024 to align with share price |
| RSU share count (2024 grant) | 78,534 | 150,000 ÷ $1.91 closing price on 7/8/24; vests by next annual meeting |
Performance Compensation
| Equity Type | Performance Metrics | Vesting Terms |
|---|---|---|
| Director RSUs | None disclosed (time-based) | One-year vest; accelerates on change-in-control or death/disability as described; forfeiture if service ends before vest date |
Other Directorships & Interlocks
| Item | Details |
|---|---|
| Current public boards | None disclosed beyond SKIN |
| Prior public boards | SLAM Corp.; DPCM Capital, Inc. |
| Board interlocks/context | LCP Edge Holdco (26.5%) holds director designation rights and ensures designee presence on Compensation and Nominating & Governance Committees while owning ≥10%; Brian Miller (LCP designee) sits on Compensation Committee alongside Gruber . |
Expertise & Qualifications
- Beauty/consumer brand strategy, sales & marketing, retail and brand execution; public company governance experience .
- Independent perspective on compensation as a member of the Compensation Committee .
Equity Ownership
| Holder | Total Beneficial Ownership | % Outstanding | Composition |
|---|---|---|---|
| Desiree Gruber | 172,847 | <1% | 40,980 shares; 53,333 convertible warrants; 78,534 RSUs vesting within 60 days of 4/16/25 |
Insider Trades and Compliance
| Item | Status |
|---|---|
| Section 16(a) filings | No late filings disclosed for Gruber in FY2024; late Form 4s noted for Beck, Watson, Saunders, Fanning (not Gruber) |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors/officers |
Governance Assessment
- Strengths:
- Independent director with consumer/brand expertise, helpful for product and marketing oversight .
- Compensation Committee service demonstrates engagement with pay governance; attendance exceeded 75% in 2024 .
- Director equity plus cash fees show alignment; RSU one-year vesting and stock ownership guidelines (5x cash retainer; 5 years to comply) support investor alignment .
- No hedging/pledging allowed; no Section 16 late filings for Gruber in 2024 .
- Risks/RED FLAGS:
- Named defendant in consolidated derivative litigation alleging board-level fiduciary breaches regarding Syndeo device disclosures (Delaware Chancery actions Elstein and Montague consolidated); litigation risk may weigh on investor confidence despite Company’s belief claims lack merit .
- Board context: Significant shareholder (LCP Edge Holdco) retains committee representation rights; while permitted, investors may monitor potential influence on compensation decisions where Gruber serves .
- Signals:
- 2025 reduction of director RSU target (−25%) suggests responsiveness to share price and pay alignment preferences .
- Say-on-pay support was 88.23% in 2024 and 85.54% in 2023, indicating general shareholder support for compensation governance framework .
Overall: Gruber is an active, independent Compensation Committee member with solid attendance and brand expertise; alignment mechanisms (RSUs, ownership guidelines, anti-hedging/pledging) are present. Litigation naming the board (including Gruber) and large shareholder committee rights are governance risks to monitor. **[1818093_0001683168-25-002840_beautyhealth_idef14a.htm:19]** **[1818093_0001683168-25-002840_beautyhealth_idef14a.htm:18]** **[1818093_0001683168-25-002840_beautyhealth_idef14a.htm:57]** **[1818093_0001683168-25-002840_beautyhealth_idef14a.htm:24]** **[1818093_0001683168-25-002840_beautyhealth_idef14a.htm:26]** **[1818093_0001683168-25-002840_beautyhealth_idef14a.htm:83]**