Pedro Malha

About Pedro Malha

Pedro Malha (age 53) was appointed President and Chief Executive Officer of The Beauty Health Company (NASDAQ: SKIN) and joined its Board of Directors effective October 1, 2025 . He previously led global divisions at Abbott Laboratories and Zimmer Biomet, with earlier senior roles at Johnson & Johnson; he holds an MBA from Boston University and a BS from Bentley University . Company performance context preceding his tenure showed declining revenue and improving EBITDA loss from FY 2023 to FY 2024, providing the baseline for pay-for-performance assessment [Values retrieved from S&P Global].

*Values retrieved from S&P Global.

Past Roles

External Roles

No current public company board roles disclosed beyond SKIN; prior roles were operating executive positions at large-cap healthcare companies .

Fixed Compensation

Performance Compensation

Company cash incentive framework (context): 2024 annual plan was weighted 60% revenue, 30% adjusted EBITDA, 10% consumables sales growth; aggregate payout achieved 7.05% of target (with revenue and EBITDA below threshold, consumables growth above threshold) .

Equity Ownership & Alignment

• Equity Grants: Initial equity grant of $2,556,000 (75% RSUs; 25% PSUs) plus a 2025 annual grant of $2,000,000 (75% RSUs; 25% PSUs); expected 2026 LTI target value approximately $4,000,000 (at committee discretion) .
• Vesting/Acceleration: RSUs vest in 3 annual tranches; PSUs vest based on 3-year Relative TSR; double-trigger protection provides full vesting upon qualifying termination within 24 months post-Change in Control with an executed release .
• Dividend Equivalents: PSUs include dividend equivalents payable upon vesting; treated separately under Section 409A .
• Ownership Guidelines: CEO must hold stock equal to 6x base salary; five years to comply. Other NEOs 3x; directors 5x cash retainer, five years to comply .
• Hedging/Pledging: Insider Trading Policy prohibits hedging (puts/calls/short sales) and pledging (including margin accounts) by directors, officers, and employees .
• Director Fees: Employee directors do not receive separate board compensation (non-employee director program applies only to outside directors) .

Employment Terms

• At-Will; Term and Notice: Employment is at-will; Company or executive may terminate at any time. Executive must provide 60 days’ notice if resigning without Good Reason .
• Severance (non-CIC): If terminated without Cause or resign for Good Reason (outside CIC window), pro-rata bonus (timing varies by termination date), 18 months base-salary continuation, and up to 18 months COBRA subsidy/cash equivalent with release requirement and 409A timing rules .
• CIC Economics: If terminated without Cause or resign for Good Reason within 12 months post-Change in Control, severance equals 18 months base salary plus 1.5x target bonus, pro-rata target bonus, and up to 18 months COBRA subsidy/cash equivalent; equity awards feature double-trigger vesting as described above .
• 280G Cutback: Best-pay cap provision to avoid excise tax under Section 4999 if net-after-tax is higher with reduction; ordering rules specified .
• Restrictive Covenants: Confidentiality, non-compete, and non-solicitation covenants; standard proprietary information/inventions assignment agreement .
• Governing Law/Dispute Resolution: Florida law governs; binding arbitration (JAMS Employment Arbitration Rules) in Miami-Dade County; class/representative action waivers; Section 409A six-month delay for specified employees .

Board Governance

• Board Role: Appointed as a director effective October 1, 2025, serving until the 2026 Annual Meeting . As an executive officer, he would not be considered independent under Nasdaq standards; the Company’s independent directors are explicitly listed separately in the 2025 proxy .
• Leadership Structure: Chairman is Brent Saunders; CEO role is separate from Chair, supporting independent oversight .
• Committee Service: 2025 proxy shows management directors did not serve on committees (e.g., CEO Beck); no committee assignments for Malha were disclosed at appointment .
• Executive Sessions: Board meets regularly in executive session without management; independent directors also meet in executive session .

Compensation Governance, Peer Group, and Shareholder Feedback

• Compensation Consultant and Peer Groups: FW Cook advises the Compensation Committee; 2024 and 2025 compensation peer groups are disclosed (with changes to better align with industry/size) .
• Clawback Policy: Amended and restated clawback for incentive-based cash and equity compensation in case of material restatement; PSU agreements include recoupment provisions for cause-related harms .
• Say-on-Pay: Approval rates were ~85.54% in 2023 and ~88.23% in 2024, indicating solid investor support for the pay program .

Investment Implications

• Alignment: Large at-risk mix via RSUs/PSUs (75/25) and high bonus target (125% of salary) tie pay to TSR and business outcomes; ownership guidelines, hedging/pledging bans, and dividend-equivalent design enhance long-term alignment .
• Retention Risk vs. Pressure: The $450k signing bonus has a one-year clawback if he resigns without Good Reason or is terminated for Cause, increasing near-term retention; double-trigger CIC vesting and robust severance may mitigate departure risk but can create event-driven payout optionality .
• Pay-for-Performance: Relative TSR PSUs with capped vesting when TSR is negative and peer-based percentile targets reduce windfall risk; time-based RSUs provide retention ballast during transformation with clearer line-of-sight .
• Governance Quality: Separation of Chair/CEO and independent committee oversight mitigate dual-role independence concerns; strong say-on-pay support suggests investor confidence in comp framework heading into Malha’s tenure .
• Execution Focus: Baseline fundamentals ahead of his start show revenue pressure but improved EBITDA losses, making the TSR- and performance-linked structure a credible driver of value creation if operational execution improves [Values retrieved from S&P Global].

Citations

• Appointment, role, and background:
• Compensation terms and severance/CIC:
• RSU/PSU vesting, TSR schedule, dividend equivalents, and clawback:
• Ownership guidelines, hedging/pledging, governance, committee structures:
• Compensation consultant and peer groups:
• Say-on-pay approvals:
• Company performance (financials): Values retrieved from S&P Global.