Doug Schillinger
Beauty HealthAbout Doug Schillinger
Doug Schillinger (age 51) has served as an independent director of The Beauty Health Company (SKIN) since May 4, 2021. He is a Managing Director at DW Healthcare Partners with two decades of healthcare investing and extensive board oversight across healthcare services and medical devices; earlier roles include Bain & Company and Accenture. On SKIN’s board, he is Chair of the Compensation Committee and a member of the Audit Committee, and is deemed independent under Nasdaq and SEC rules; he attended at least 75% of board/committee meetings in 2024, evidencing engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DW Healthcare Partners | Managing Director | 2004–present | Oversees multiple portfolio investments across pharma services, diagnostics, devices, provider services, medical aesthetics, telehealth |
| Bain & Company | Consultant | Prior to 2004 | Strategy/operations experience |
| Accenture (formerly Andersen Consulting) | Consultant | Prior to 2004 | Technology/operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public Partnerships Limited | Director | Current | Portfolio company board (healthcare services) |
| Parnell Veterinary Pharmaceuticals | Director | Current | Portfolio company board |
| Aequor Healthcare Services | Director | Current | Portfolio company board |
| Chrysalis | Director | Current | Portfolio company board |
| CareXM | Director | Current | Portfolio company board |
| Vets Plus Inc. | Director | Current | Portfolio company board |
| Healthcare Private Equity Association | Board member | Current | Industry association governance |
| Harvard Business School Alumni Board | Former board member | Prior | Alumni governance |
| Prior boards (selected) | Director | Prior | Z-Medica; Reliant Rehabilitation; Tandem Labs; American Optics; Global Physics Solutions; Spectrum Solutions; Arteriocyte Medical Systems |
Board Governance
- Committee assignments (2025 slate): Compensation Committee Chair; Audit Committee member. The Audit Committee is chaired by Michelle Kerrick; the Nominating & Corporate Governance Committee is chaired by Michael Capellas until the 2025 annual meeting adjournment .
- Independence: The board determined Schillinger is independent under Nasdaq and SEC standards .
- Attendance: In 2024 the board held 6 meetings; Audit 4; Compensation 4; Nominating & Governance 3. Each director attended >75% of the aggregate board and committee meetings on which they served .
- Executive sessions: The board meets regularly in executive session without management; independent directors meet annually in executive session .
Committee Memberships
| Director | Audit | Compensation | Nominating & Gov |
|---|---|---|---|
| Doug Schillinger | Member | Chair | — |
Fixed Compensation (Director)
- Program structure (2024): Annual cash retainer $45,000; Audit member $10,000; Compensation member $7,500; Nominating & Governance member $5,000; Audit Chair $20,000; Compensation Chair $15,000; Non-Exec Chair $100,000; Annual equity RSU grant target $150,000 (one-year vest). For 2025, annual equity target reduced 25% to $112,500 .
- 2024 cash/equity actually paid to Schillinger:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Douglas Schillinger | 70,000 | 150,000 | 220,000 |
Notes: Cash reflects $45,000 base retainer + $10,000 Audit member + $15,000 Compensation Chair. RSUs are annual director equity .
Performance Compensation (Director)
- Equity award design: 2024 director RSUs sized by dividing $150,000 target by $1.91 (closing price on July 8, 2024), vesting on the earlier of one year or next annual meeting; accelerated vesting on change in control or upon death/disability. RSUs for directors are time-based, not performance-based .
- Approximate 2024 RSU units for Schillinger: ~78,534 (150,000 ÷ 1.91), consistent with the RSU sizing methodology; aggregate unvested RSUs across non-employee directors (excluding Saunders and Fanning) totaled 392,670 as of Dec 31, 2024 .
| Metric | 2024 Director Equity Detail |
|---|---|
| Instrument | RSUs (time-based) |
| Sizing basis | $150,000 ÷ $1.91 close on 7/8/2024 |
| Estimated units (Schillinger) | ~78,534 (methodology per proxy) |
| Vesting | Earlier of 1-year anniversary or next annual meeting; CIC/death/disability acceleration |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Schillinger .
- PE sponsor presence: LCP Edge Holdco (affiliated with Linden Capital) holds ~26.5% and designates Brian Miller to the board under an Investor Rights Agreement; no related-party transactions disclosed for Schillinger/DW Healthcare Partners .
- Related-party controls: Audit Committee reviews and must approve related-party transactions; conflicted committee members abstain .
Expertise & Qualifications
- Sector expertise: Medical devices, medical aesthetics, healthcare services, diagnostics, telehealth; senior leadership, finance, sales/marketing, HR, product development, compliance/ethics, corporate governance .
- Board financial literacy: The Audit Committee (including Schillinger) meets Nasdaq financial literacy requirements; Audit Chair (Kerrick) is an “audit committee financial expert” .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Doug Schillinger | 142,984 | <1% (asterisked in proxy) |
Additional alignment policies:
- Stock ownership guidelines: Non-employee directors must hold 5x annual cash retainer within 5 years; retain 100% of after-tax shares until compliant .
- No hedging or pledging: Insider Trading Policy prohibits hedging and pledging of company securities, including margin accounts .
- Section 16 compliance: 2024 late filings were disclosed for certain insiders; no late filing identified for Schillinger .
Governance Assessment
-
Positives
- Independent director with relevant sector expertise; chairs Compensation Committee and serves on Audit, supporting oversight of pay and financial reporting .
- Robust director pay mix with meaningful equity; 2025 reduction of director equity target (-25%) signals responsiveness to share price and alignment discipline .
- Strong guardrails: no hedging/pledging; director ownership guidelines; related-party oversight by Audit Committee .
- Attendance threshold met; active committee structure and executive sessions enhance independent oversight .
-
Watch items / potential red flags
- Schillinger is a named defendant in consolidated stockholder derivative litigation alleging fiduciary breaches tied to product disclosures (Syndeo 1.0/2.0). The company disputes the claims and is pursuing dismissal; litigation remains a governance overhang for board members including Schillinger .
- Sponsor influence: LCP Edge Holdco’s board designation rights (affiliated with Brian Miller) underscore concentrated ownership; while not a direct conflict for Schillinger, overall sponsor dynamics can affect board independence perceptions. No Schillinger-related related-party transactions disclosed .
Say-on-Pay & Compensation Committee Oversight
- Say-on-pay outcomes: 85.54% support in 2023; 88.23% in 2024, indicating improving shareholder support for executive pay structure overseen by the Compensation Committee (which Schillinger chairs) .
- Compensation Committee independence/interlocks: Committee (Gruber, Miller, Schillinger) determined independent; no interlocks or insider participation disclosed .
- Use of independent consultant: FW Cook retained; peer group reviewed/updated in 2024/2025 to better match size/industry .
Director Compensation Summary (Program Terms)
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $45,000 |
| Committee member fees | Audit: $10,000; Comp: $7,500; Nominating: $5,000 |
| Committee chair fees | Audit Chair: $20,000; Comp Chair: $15,000; Nominating Chair: $10,000 |
| Equity | Annual RSUs; target $150,000 (2024); $112,500 (2025), 1-year vest; CIC/death/disability acceleration |
| 2024 Schillinger totals | Cash $70,000; Stock $150,000; Total $220,000 |
Risk Indicators & Controls
- Legal proceedings: Director named in derivative action alleging breach of fiduciary duty (board-level oversight of disclosures). Company believes claims lack merit and seeks dismissal; proceedings ongoing .
- Clawback policy: Amended and Restated policy permits recovery of incentive compensation upon material restatement (primarily executive focus) .
- Insider policy: No hedging/pledging; enhances alignment and mitigates downside governance risk .
- Indemnification: Standard indemnity agreements in place for directors .
Attendance & Engagement Snapshot (2024)
| Body | Meetings | Attendance disclosure |
|---|---|---|
| Board | 6 | Each director >75% of aggregate board/committee meetings |
| Audit | 4 | As above |
| Compensation | 4 | As above |
| Nominating & Governance | 3 | As above |
Notes on Related Parties and Conflicts
- Investor Rights Agreement grants LCP Edge Holdco director designation rights and committee representation while it maintains specified ownership thresholds (Brian Miller designated). No related-party transactions disclosed involving Schillinger or DW Healthcare Partners. Audit Committee oversees all related-party matters with abstention for interested members .
Insider Trades
- Section 16 filing compliance: The company reports timely compliance for 2024 except for certain named insiders; no late filings identified for Schillinger .
Conclusion
Schillinger brings deep healthcare investing and board experience with meaningful committee leadership at SKIN (Compensation Chair; Audit member), independence, and adequate meeting participation. Key watch item is the ongoing derivative litigation naming the board, which presents an overhang; however, alignment policies (ownership guidelines, no pledging/hedging) and a pragmatic reduction in 2025 director equity awards support governance quality and investor alignment .