Stephen J. Fanning

About Stephen J. Fanning

Stephen J. Fanning, 73, is an independent director of The Beauty Health Company (SKIN). He joined the board on December 12, 2024 after a multi-decade career leading medical device and life sciences companies, including CEO roles at Solta Medical, Ocular Sciences, Z‑Medica, and Spectrum Solutions; he holds a B.S. from Philadelphia University . The board has affirmatively determined he is independent under Nasdaq and SEC rules . His background spans medical aesthetics, diagnostics, and global healthcare operations, with prior chairmanship of Hydrafacial LLC (SKIN’s flagship brand) before SKIN’s 2021 business combination .

Past Roles

External Roles

Board Governance

• Independence: Board determined Fanning (and a majority of the board) to be independent under Nasdaq and SEC standards .
• Committee assignments (current proxy): Audit Committee member; Nominating & Corporate Governance Committee member . All Audit members (including Fanning) are independent and financially literate; Kerrick is the Audit Committee financial expert .
• Committee transitions: With Michael Capellas not standing for re‑election, there will be a vacancy on both the Audit and Nominating & Corporate Governance Committees until the board fills them post‑meeting .
• Attendance: In FY2024, the Board met 6x; Audit 4x; Compensation 4x; Nominating & Governance 3x. Each director attended >75% of board and committee meetings during their service periods; six directors attended the 2024 annual meeting .
• Executive sessions: Board meets regularly in executive session without management; independent directors also meet annually in executive session .

Fixed Compensation

Director compensation program and Fanning’s FY2024 compensation:

Additional: The Non‑Employee Director Deferred Compensation Plan adopted in 2022 was authorized for termination on Dec 14, 2023 and expected to be fully terminated by end of 2025 .

Performance Compensation

Directors receive time‑based RSUs, not performance‑conditioned equity. No performance metrics apply to director equity awards.

Other Directorships & Interlocks

Expertise & Qualifications

• Medical aesthetics and devices CEO experience (Solta/Thermage, Ocular Sciences), diagnostics leadership (Spectrum Solutions), and hemostatics (Z‑Medica) .
• Deep global operating experience from Johnson & Johnson senior roles (division President, international MD, sales leadership) .
• Governance experience as chair and director across multiple healthcare and device firms; prior chair of Hydrafacial LLC .
• Education: B.S., Philadelphia University .

Equity Ownership

Governance Assessment

• Board effectiveness and independence: Fanning is independent and serves on two key governance bodies (Audit; Nominating & Governance). The board and committees met regularly in 2024, with >75% attendance by each director during their service periods, indicating baseline engagement .
• Skills fit: His operating background in medical aesthetics/devices and diagnostics aligns with SKIN’s categories; adds governance continuity given prior Hydrafacial LLC chair experience while maintaining independence per board determination .
• Alignment and incentives: Although appointed late‑year (minimal 2024 fees and no 2024 RSUs), the director program provides equity grants (reduced to $112,500 in 2025), supporting equity alignment; Fanning personally holds 454,232 shares (<1%) –.
• Conflicts/related‑party exposure: No related‑party transactions involving Fanning disclosed; company’s Audit Committee must pre‑approve related‑party deals and reviews Item 404 transactions – .
• Risk indicators: Company faces ongoing securities class action and consolidated derivative litigation relating to prior Syndeo device disclosures (Board states claims lack merit and intends to defend vigorously); Fanning is not named as a defendant in the described derivative actions and joined the board in Dec 2024. He filed a late Form 3 on Dec 30, 2024 (noted in Section 16(a) compliance) – .
• Committee capacity: Departure of a director will leave temporary vacancies on Audit and Nominating & Governance, requiring reconstitution—an execution item for board effectiveness in 2025 .

Director Compensation (Detail)

Source: 2024 director compensation table and program summary .

Insider Trades and Section 16 Compliance

• Section 16(a) note: SKIN disclosed that Stephen Fanning filed one late Form 3 on December 30, 2024 related to his appointment as a director .
• No specific Form 4 purchase/sale disclosures for Fanning are detailed in the proxy beyond the late Form 3 notice .

Board Meeting and Committee Activity (FY2024 Context)

Say‑on‑Pay & Investor Feedback (Context)

• Say‑on‑pay approval: 88.23% in 2024; 85.54% in 2023—indicates generally supportive shareholder sentiment on pay practices .

Policies Strengthening Investor Confidence

• Clawback policy: Amended and Restated policy applies to incentive‑based cash and equity compensation following a material restatement .
• Anti‑hedging and anti‑pledging: Prohibited for directors, officers, and employees .
• Stock ownership guidelines: Directors at 5x cash retainer within 5 years .
• Related‑party transaction controls: Audit Committee pre‑approval and review framework .

RED FLAGS:

• Temporary committee vacancies post‑meeting (Audit; Nominating & Governance) require prompt resolution to maintain robust oversight .
• Section 16 administrative lapse (late Form 3) noted for Fanning on Dec 30, 2024, though isolated and disclosed .
• Company‑level litigation over prior product disclosures (Syndeo) remains unresolved; board denies merit and intends to defend—monitor for governance/process remediation outcomes and any director implications over time –.