Michelle Kerrick

About Michelle Kerrick

Independent director of The Beauty Health Company (SKIN) since May 4, 2021; age 62. Former West Region Market Leader and Managing Partner of Deloitte’s Los Angeles office, with 35 years at Deloitte before retiring in September 2020; recognized expertise in finance, accounting, risk management, and corporate governance. At SKIN, she serves as Audit Committee Chair and sits on the Nominating & Corporate Governance Committee; the Board has designated her an “Audit Committee Financial Expert” and affirmed her independence under Nasdaq and SEC rules. She also serves as an independent director at AMH (formerly American Homes 4 Rent) and at Capital Bank & Trust Company (Capital Group subsidiary).

Past Roles

External Roles

Board Governance

• Committee assignments (2025 proxy): Audit Committee Chair; Nominating & Corporate Governance Committee member. Following the 2025 annual meeting, a vacancy will exist on both Audit and Nominating & Governance (Capellas not standing), to be filled by the Board.
• Independence: Board determined Kerrick is independent under Nasdaq and SEC standards; also identified as an “Audit Committee financial expert.”
• Attendance and engagement: In 2024, the Board held 6 meetings; Audit 4; Compensation 4; Nominating & Governance 3. Each director attended more than 75% of aggregate Board and committee meetings. The Board and independent directors hold executive sessions (independents meet annually).

Fixed Compensation

• Director fee schedule (2024 framework): $45,000 annual cash retainer; Audit Committee member $10,000; Nominating & Governance member $5,000; Audit Committee Chair $20,000; annual equity RSU grant (target value $150,000) with one-year vesting. For 2025, the annual director equity grant target reduced by 25% to $112,500.
• Michelle Kerrick 2024 Director Compensation:

Notes: RSUs for directors are determined by dividing grant value by the closing price on grant date (2024 example price $1.91 on July 8, 2024); vest on the earlier of one year or next annual meeting, with acceleration on change in control, death, or disability.

Performance Compensation

• No performance-conditioned director compensation disclosed. Annual director equity is time-based RSUs (not PSU or option-based performance metrics).

Other Directorships & Interlocks

• Current public company board: AMH (f.k.a. American Homes 4 Rent).
• Other board: Capital Bank & Trust Company (Capital Group subsidiary).
• Investor influence at SKIN: LCP Edge Holdco LLC owns ~26.5% with board designation rights; Brian Miller (Linden) is designated and serves on SKIN’s Board and committees. No interlock disclosed for Kerrick with LCP/Linden.

Expertise & Qualifications

• Financial, accounting, risk, and governance expertise from 35-year Deloitte tenure; designated “Audit Committee financial expert.”
• Public company board service experience; compliance/ethics and ESG oversight capabilities cited by the Board.

Equity Ownership

Governance Assessment

• Strengths

  • Audit Committee leadership and financial expert designation support oversight of reporting, internal controls, cybersecurity, and related-party transactions; Audit Committee reviews/approves related-party transactions.
  • Independence affirmed; >75% attendance; engagement via executive sessions.
  • Pay alignment: 2025 reduction of director equity grant target by 25% signals sensitivity to stock price and shareholder alignment.
  • Ownership alignment reinforced by prohibition on hedging/pledging and director ownership guidelines (5x cash retainer).

• Watch items / potential red flags

  • Litigation overhang: Securities class action (re device performance/disclosure) and consolidated derivative action name the Company and, in the derivative case, directors including Kerrick; company disputes claims and is defending. Such suits can pressure governance and risk oversight narratives.
  • Internal control and inventory remediation: Audit Committee oversees internal control environment; CFO received a remediation bonus tied to addressing an inventory material weakness and related process enhancements—an area for continued vigilance by the Audit Committee.
  • Auditor optics: Kerrick is a retired Deloitte senior partner; Deloitte is SKIN’s independent auditor (since 2020). The Board affirms her independence and she retired in 2020, but investors may scrutinize perceived familiarity risk; the Audit Committee reports standard independence oversight.
  • Board/committee refresh dynamics: Post-2025 meeting vacancies on Audit and Nominating & Governance (Capellas departure) require timely backfilling to sustain committee effectiveness.

• Shareholder feedback signal

  • Say-on-pay approvals: 85.54% (2023) and 88.23% (2024), indicating supportive shareholder sentiment toward compensation practices, though these votes address executive pay, not director pay.

Related Policies and Protections

• Clawback: Amended and Restated Clawback Policy covering incentive-based cash and equity for executives; governance best practice context.
• Indemnification: Company maintains indemnity agreements with directors.
• Related-party transactions policy: Audit Committee reviews, approves, or prohibits related-party transactions; interested committee members abstain from voting.