Philippe Schaison
Beauty HealthAbout Philippe Schaison
Philippe Schaison, PharmaD, was appointed as an independent director of The Beauty Health Company (SKIN) effective October 30, 2025; he joined the Compensation and Nominating & Corporate Governance Committees and was confirmed independent under Nasdaq and SEC rules . He is CEO and a director of Soltégo, Inc. (since 2018) and previously held senior roles across aesthetics and consumer health, including President of Allergan Aesthetics (2013–2017) and CEO North America of Syneron Candela (2017–2018); he holds an MBA from HEC Paris and a Doctorate in Pharmacy from Université Paris V René Descartes . His appointment filled an open board seat, expanding SKIN’s board to eight directors at the time of appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allergan Aesthetics | President | 2013–2017 | Led global aesthetics franchise; operating experience scaling beauty brands |
| Syneron Candela | Chief Executive Officer, North America | 2017–2018 | Led NA operations in medical aesthetic/cosmetic laser sector |
| Clarins; Johnson & Johnson; L’Oréal | Senior leadership roles | Not disclosed | Global beauty/consumer health leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Soltégo, Inc. | Chief Executive Officer; Director | 2018–present | Bio-cosmetic company |
| Raziel Therapeutics Ltd. | Chairman of the Board | 2020–present | Israeli biotechnology company |
| AIVITA Biomedical, Inc. | Director | 2019–present | Biomedical company |
| Dyve Biosciences, Inc. | Director | 2020–present | Biomedical company |
| miraDry, Inc. | Director | 2022–present | Biomedical/aesthetics company |
Board Governance
- Independence: The Board determined Schaison qualifies as an independent director under Nasdaq and SEC rules .
- Committee assignments: Member, Compensation Committee and Nominating & Corporate Governance Committee (effective October 30, 2025); no chair roles disclosed .
- Attendance baseline: SKIN disclosed that in FY2024 each director attended >75% of Board and applicable committee meetings; Board held 6, Audit 4, Compensation 4, Nominating 3 (Schaison’s appointment occurred after FY2024) .
- Executive sessions: Independent directors meet annually in executive session; Board regularly meets in executive session without management .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $45,000 | Paid quarterly in arrears |
| Committee member fees | Compensation Committee: $7,500; Nominating & Corporate Governance: $5,000 | Applies to each committee membership; no meeting fees disclosed |
| Committee chair fees | Audit Chair: $20,000; Compensation Chair: $15,000; Nominating Chair: $10,000 | Not applicable to Schaison unless appointed chair |
| Annual equity grant (RSUs) | 2024 target $150,000; 2025 target reduced to $112,500 | 2025 reduction is 25% vs. 2024 RSU target to align with share price |
| RSU vesting schedule | Earlier of one-year anniversary or next annual meeting; accelerated on change in control, death, disability | For 2024 grants, shares determined using $1.91 closing price on July 8, 2024; general vesting terms apply to non-employee directors |
| Proration | Director compensation pro-rated from commencement date (Oct 30, 2025) | Schaison’s comp will be consistent with standard program and prorated |
| Deferral plan | Non-Employee Director Deferred Compensation Plan approved for termination Dec 14, 2023; expected fully terminated by end of 2025 | No ongoing director equity deferrals anticipated once terminated |
Performance Compensation
| Metric | Disclosure |
|---|---|
| Director performance metrics tied to pay | Not used; non-employee director equity awards are time-based RSUs (no disclosed performance conditions) |
Other Directorships & Interlocks
- Shared company history: Schaison served as President of Allergan Aesthetics (2013–2017); SKIN’s Chairman Brenton Saunders previously served as Allergan CEO/Chairman (2014–2020), indicating prior-company overlap that may enhance board-level domain knowledge and networks .
- Related party/Item 404: 8-K states Schaison is not party to any transaction requiring disclosure under Item 404(a) of Regulation S‑K, and there are no arrangements/understandings for his appointment .
Expertise & Qualifications
- Deep operating experience in aesthetics, medtech lasers, and consumer health; proven track record scaling global beauty/aesthetics businesses, contributing innovation and profitability perspective .
- Academic credentials: MBA (HEC Paris); Doctorate in Pharmacy (Université Paris V René Descartes) .
- Committee-relevant expertise: Governance experience from multiple biomedical boards; compensation oversight exposure via senior executive roles .
Equity Ownership
| Item | Status/Policy |
|---|---|
| Beneficial ownership (Schaison) | Not presented in SKIN’s ownership table as of April 16, 2025 (pre-appointment) |
| Director stock ownership guidelines | 5x cash retainer; 5 years to comply; 100% of after-tax shares retained until compliant |
| Hedging/pledging | Prohibited (no derivatives trading, hedging, short sales, or pledging/margin accounts) |
Governance Assessment
- Positive signals: Independence determination and dual committee appointments (Compensation; Nominating & Governance) support board effectiveness and oversight depth . Time-based RSU grants and modest cash retainers align non-employee director incentives with shareholder interests; ownership guidelines and strict anti-hedging/pledging policies reinforce alignment .
- Conflicts check: 8-K affirms no related-party transactions for Schaison under Item 404(a); standard indemnification agreement to be executed, consistent with SKIN governance norms .
- Board climate: Say-on-pay support has been high (85.54% in 2023; 88.23% in 2024), signaling constructive investor sentiment on compensation governance .
- Risk indicators: Company disclosed an ongoing SEC enforcement investigation with subpoenas issued in 2024–2025; while unrelated to Schaison’s appointment, it represents a governance overhang requiring robust board oversight of disclosure controls and risk management .
- Monitoring points for investors: Track any business relationships between SKIN and entities where Schaison holds roles (Soltégo, Raziel, AIVITA, Dyve, miraDry) to maintain independence posture; evaluate his committee engagement and attendance in FY2025–FY2026 once disclosed; watch for any changes to director compensation structure or ownership guideline compliance timelines .
Director Compensation – Recent Program Context
| Year | Cash Retainer ($) | RSU Target ($) | Notes |
|---|---|---|---|
| 2024 | 45,000 | 150,000 | Standard non-employee director RSUs; vesting per policy |
| 2025 | 45,000 | 112,500 | 25% reduction vs. 2024, reflecting share price considerations |
Say-on-Pay & Shareholder Feedback
| Year | Approval % | Comment |
|---|---|---|
| 2023 | 85.54% | Approved compensation of NEOs |
| 2024 | 88.23% | Approved compensation of NEOs |
Policies Relevant to Conflicts and Alignment
- Related-party transaction review: Audit Committee charter mandates review/approval/ratification of Item 404 transactions, with conflicted members recused; strengthens conflict oversight .
- Indemnification: Standard form of indemnification agreement to be entered into by Schaison (consistent with SKIN historical practice) .
Red Flags
- Company-level investigation: Formal SEC investigation with multiple subpoenas—material governance risk; board must ensure robust compliance and disclosure oversight .
- Pledging/hedging prohibited: Policy mitigates alignment risk; monitor adherence and any exceptions granted (none disclosed) .
Notes
- Attendance and ownership details for Schaison will be available in the next proxy cycle; as of April 16, 2025, beneficial ownership table predates his appointment and does not include him .
- Schaison’s director compensation will be prorated from his October 30, 2025 start date per SKIN’s standard non-employee director program .