Michael Monahan
Beauty HealthAbout Michael Monahan
Michael Monahan, 53, has served as The Beauty Health Company’s Chief Financial Officer since August 10, 2023; he holds a B.A. from Villanova University and an M.B.A. from the University of Chicago . Company performance metrics tied to executive pay show 2024 revenue of $334.3 million and adjusted EBITDA of $12.3 million, versus 2023 revenue of $398.0 million and adjusted EBITDA of $24.3 million; cumulative TSR measurement reported a value of $12.37 for a fixed $100 investment by year-end 2024, and net income in 2024 was $(29.1) million .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Casper Sleep Inc. | Chief Financial Officer | Aug 2020 – Jul 2022 | Publicly-traded sleep products company CFO; finance leadership |
| HEXO Corp. | Chief Financial Officer | Jun 2019 – Oct 2019 | Publicly-traded consumer packaged goods company CFO |
| Nutrisystem, Inc. | Chief Financial Officer | May 2013 – Jun 2019 | Publicly-traded weight management products company CFO |
| PetroChoice Holdings, Inc. | Chief Financial Officer | Jan 2009 – May 2013 | Distributor of industrial, commercial and passenger car lubricants CFO |
External Roles
No external board or committee roles for Mr. Monahan are disclosed in the Company’s proxy biography .
Fixed Compensation
| Year | Base Salary (actual, $) | Target Bonus % | Non-Equity Incentive (paid, $) | Sign-on Bonus ($) | Retention Cash ($) | Remediation Bonus ($) |
|---|---|---|---|---|---|---|
| 2024 | 483,077 | 60% | 20,434 | — | 85,500 (paid Jun 7, 2024) | 300,000 (approved Aug 6, 2024; goals achieved in 2025) |
| 2023 | 168,077 | 60% | 42,839 | 100,000 | 85,500 (approved Nov 29, 2023; payable Jun 1, 2024) | — |
Notes:
- Employment agreement base salary is $475,000 and target annual bonus is 60% of base salary .
- All other compensation in 2024 includes 401(k) match of $13,800 and life/disability premiums of $2,713 (total $16,513) .
Performance Compensation
Annual Cash Incentive Framework (2024)
| Metric | Threshold (40% payout) | Target (100% payout) | Maximum (200% payout) | Actual 2024 | Unweighted Payout % | Weight | Weighted Payout % |
|---|---|---|---|---|---|---|---|
| Revenue ($mm) | 374.3 | 440.3 | 510.7 | 334.3 | 0.0% | 60% | 0.0% |
| Adjusted EBITDA ($mm) | 44.0 | 55.0 | 66.0 | 12.3 | 0.0% | 30% | 0.0% |
| Consumable Sales Growth ($mm) | 191.8 | 225.7 | 259.6 | 208.9 | 70.5% | 10% | 7.05% |
| Final Payout | 7.05% |
Equity Awards (granted during tenure)
| Award Type | Grant Date | Number | Vesting / Performance Terms |
|---|---|---|---|
| RSUs (Annual LTI) | 4/9/2024 | 292,207 | Time-based; vest in three equal annual installments on each of the first, second, and third anniversaries of grant |
| PSUs (Relative TSR) | 4/9/2024 | 97,402 (target) | 3-year cliff; 0–200% earnout based on relative TSR vs blended peer group + Dow Jones US Select Medical Equipment Index (55th percentile for 100% earnout) |
| RSUs (Retention) | 11/29/2023 | 176,711 | 50% vest Dec 1, 2024 and 50% vest Jun 1, 2025; 88,355 shares delivered Dec 1, 2024 prior to net settlement |
Upcoming Vesting Events (indicative)
- RSU tranches from 4/9/2024 grant vest annually on 4/9/2025, 4/9/2026, and 4/9/2027 (one-third each) .
- Second half of retention RSUs (88,356 unvested units) scheduled to vest on/around June 1, 2025 .
Equity Ownership & Alignment
| Beneficial Ownership (as of 4/16/2025) | % of Outstanding | Components |
|---|---|---|
| 289,249 shares | <1% | 225,182 shares; 64,067 RSUs vesting within 60 days of 4/16/2025 |
| Outstanding Unvested Awards (12/31/2024) | Units (#) | Market Value at $1.59/share ($) |
|---|---|---|
| RSUs (grant sets shown individually) | 235,405 | 374,294 |
| RSUs (retention remainder) | 88,356 | 140,486 |
| RSUs (2024 annual LTI) | 292,207 | 464,609 |
| PSUs (2024 TSR, threshold basis) | 24,350 | 38,717 |
Alignment Policies:
- Stock ownership guidelines require other NEOs (including the CFO) to hold shares equal to 3x base salary within 5 years; 100% of after-tax shares must be retained until compliant .
- Insider Trading Policy prohibits hedging and pledging of Company stock; margin accounts are disallowed .
- Clawback policy allows recovery of incentive compensation upon material restatement due to noncompliance with reporting requirements .
Employment Terms
| Provision | Terms |
|---|---|
| Base Salary (Agreement) | $475,000 annually; target annual bonus 60% of base salary |
| Severance (no Change-in-Control) | If terminated without “cause” or resign for “good reason”: 12 months base salary; pro-rated target annual bonus; employer COBRA premium reimbursement up to 12 months; payment of earned but unpaid prior-year bonus (subject to release) |
| Severance (within 12 months post-Change-in-Control) | Same as above plus one times target annual bonus; COBRA reimbursement up to 12 months; “best pay cap” to optimize after-tax benefit under 280G/4999 |
| Equity Acceleration (2021 Plan) | RSUs fully vest upon death/disability or qualifying termination within 12 months post-Change-in-Control; PSUs convert/accelerate based on deal price and performance-period mechanics or vest on service-continuation if assumed; detailed change-in-control and termination provisions apply |
| Restrictive Covenants | PIIA agreement with confidentiality, invention assignment, non-competition and customer non-solicitation during employment; employee non-solicitation up to two years post-termination |
Legal/Risk Context:
- Mr. Monahan is named in a putative securities class action alleging misstatements related to device performance/demand; the Company believes the claims lack merit and intends to vigorously defend; mediation in March 2025 did not settle; motion practice expected to resume .
Investment Implications
- Pay-for-performance: 2024 bonus funded at 7.05% of target given revenue/EBITDA shortfalls, indicating disciplined variable pay and limited cash payout leverage to underperformance .
- Near-term vesting supply: Retention RSUs vesting on June 1, 2025 and annual RSU tranches on April 9 each year could introduce episodic selling pressure, subject to blackout/trading windows; hedging/pledging prohibitions and stock ownership guidelines mitigate misalignment risk .
- Governance and risk controls: Robust clawback, anti-hedging/pledging, and meaningful ownership guidelines support alignment; remediation bonus linked to inventory material weakness remediation achieved in 2025 signals operational risk management improvements under Monahan’s remit .
- Litigation overhang: The ongoing securities class action naming the CFO is a monitoring item for retention and reputational risk; no quantified loss estimate is disclosed .
- Shareholder sentiment: Say-on-pay received ~88.23% approval at the 2024 annual meeting, suggesting investor acceptance of the compensation program structure despite business volatility .