Laura Beres
About Laura Beres
Laura M. Beres, age 40, has served as an independent director of Solésence, Inc. since October 2020. She is Vice President, Wellness at Ulta Beauty, with prior roles in Merchandising Strategy & Insights and Enterprise Transformation; earlier, she was at Deloitte Consulting advising on growth and transformation and began her career in financial services focused on commercial lending and credit evaluation. She holds an MBA from the University of Chicago Booth School of Business and a B.S. in Finance and B.A. from Butler University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ulta Beauty | VP Wellness; previously led Merchandising Strategy & Insights and Enterprise Transformation | Not disclosed | Consumer retail expertise in CPG and beauty; organizational capability building |
| Deloitte Consulting | Advisor on growth and transformation; leadership in CMO practice | Not disclosed | Strategy execution for large-scale consumer-facing companies |
| Financial services (early career) | Commercial lending, credit evaluation, negotiation | Not disclosed | Financial analysis, credit transaction experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Chicago Children’s Museum | Director | Not disclosed | Non-profit board service |
| Youth Guidance | Director | Not disclosed | Non-profit board service |
Board Governance
- Committees: Audit & Finance (Chair), Compensation (member), Nominating & Corporate Governance (member) .
- Independence: The Board determined Ms. Beres is independent under SEC and Nasdaq rules .
- Audit expertise: Identified by the Board as an “audit committee financial expert” under SEC rules .
- Attendance: Board held 16 meetings in 2024; all directors attended all Board and related committee meetings except for one committee meeting where Ms. Beres was absent .
- Controlled company context: The company would qualify as a “controlled company” under Nasdaq due to Bradford T. Whitmore’s ownership; relying on a limited exception allows the non-independent Chair (R. Janet Whitmore) to continue serving as Chair of Compensation and Nominating committees, which the Board believes is in stockholders’ best interests .
- Annual meeting participation: Entire Board attended the 2024 Annual Meeting in person or virtually .
- Shareholder vote (2025): Re-elected with 55,853,069 votes for; 715,408 withheld; 4,637,430 broker non-votes .
Fixed Compensation
| Metric (USD) | 2024 |
|---|---|
| Fees Earned or Paid in Cash | $18,000 |
| Option Awards (grant-date fair value) | $21,987 |
| Total | $39,987 |
| Outside Director Option Grant (Q4 2024) | 9,000 options (annual grant) |
| Options Outstanding (12/31/2024) | 61,600 shares (vested + unvested) |
Notes:
- Outside directors receive initial NSO grants at fair market value; initial grant typically vests over three years; vesting may accelerate upon Board termination .
- Outside Directors reimbursed for reasonable out-of-pocket meeting expenses .
Performance Compensation
| Performance Metric | 2024 Disclosure |
|---|---|
| Performance-linked criteria for director awards (e.g., TSR, EBITDA, ESG) | Not disclosed; director equity consists of stock options, generally time-based vesting |
| Change-in-control treatment | Options vest accelerate upon change-in-control per plan; restricted share restrictions lapse; performance shares paid pro-rata based on target by Compensation Committee |
Other Directorships & Interlocks
| Company | Type | Role | Public/Private | Potential Interlock/Conflict |
|---|---|---|---|---|
| Ulta Beauty | Employer | VP Wellness | Public | No related-party transactions disclosed; monitor for commercial relationships given sector proximity |
| Chicago Children’s Museum | Non-profit | Director | Non-profit | None disclosed |
| Youth Guidance | Non-profit | Director | Non-profit | None disclosed |
| Other public company boards | — | — | — | None disclosed |
Expertise & Qualifications
- Strategic CPG/beauty expertise combining corporate strategy, transformation, and merchandising; financial background from early financial services career .
- Audit committee financial expert designation signals technical financial oversight capability .
- Education: MBA (Chicago Booth), B.S. Finance and B.A. (Butler University) .
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Total beneficial ownership (as of 6/30/2025) | 39,200 shares via options exercisable currently or within 60 days |
| Ownership % of outstanding | <1% (“*” per table) |
| Options outstanding (12/31/2024) | 61,600 shares (vested + unvested) |
| Vested vs. unvested breakdown | Not disclosed |
| Shares pledged as collateral | Prohibited by policy (purchases on margin or pledging not allowed) |
| Hedging policy | Prohibits shorts, options, collars, swaps, etc.; blackout/short-term trading restrictions |
Insider Trades and Section 16 Compliance
| Date | Filing | Transaction | Notes |
|---|---|---|---|
| Dec 31, 2024 (grant), filed Jan 13, 2025 | Form 4 (late) | Annual outside director option grant; late filing due to oversight | Company disclosed late Form 4s for annual grants, including for Ms. Beres |
Governance Assessment
-
Strengths
- Independent director with audit committee financial expert designation; chairs Audit & Finance, a key control point for related-party oversight .
- Near-perfect attendance with only one committee absence across a high activity year (16 Board meetings; Audit held six) .
- Clear anti-hedging and anti-pledging policy supports alignment; beneficial ownership through options aligns with equity compensation structure .
-
Risks and RED FLAGS
- Controlled company risk: Significant insider ownership (Whitmore beneficially ~71%) and reliance on Nasdaq limited exception allowing non-independent Chair to lead Compensation and Nominating committees; potential for reduced independent oversight and pay/governance risk .
- Section 16 timeliness: Late Form 4 filing for annual option grant (administrative oversight) warrants monitoring of compliance rigor .
- Concentration in option-based director pay: Equity awards are non-qualified stock options with time-based vesting; no disclosed performance conditions for directors, limiting pay-for-performance linkage .
-
Signals affecting investor confidence
- Audit & Finance leadership by an independent “financial expert” is positive for financial reporting quality and related-party review .
- Shareholder support: Strong re-election vote for Beres in 2025 (55.85M for; 0 against; 0 broker votes count for director items) indicates investor endorsement amidst governance complexities .
- Change-in-control plan terms include full option acceleration, which can be shareholder-unfriendly if not balanced by double-trigger provisions for directors; plan provides single-trigger acceleration for options .
Committee Structure and Practices
| Committee | Members | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Audit & Finance (Chair: Beres) | Beres, Miller | 6 | Auditor oversight, audit scope, internal controls, financial policies, related-party transaction approval; Beres recognized as audit financial expert |
| Compensation (Chair: Whitmore) | Whitmore, Beres, Miller | 3 | Executive and outside director compensation; administers equity plan; no external comp consultants used |
| Nominating & Corporate Governance (Chair: Whitmore) | Whitmore, Beres, Miller | 1 | Director nominations; governance principles |
Director Equity Plan Context
- 2019 Equity Plan: NSOs granted at or above closing market price; annual grants typically in late Q4; committees administer across executives and directors .
- 2025 Equity Compensation Plan: Proposed and approved; authorizes up to 3,000,000 shares; sets annual grant limits, includes automatic option acceleration upon Reorganization/Change of Control .
Shareholder Voting (2025 Annual Meeting)
| Proposal | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Election – R. Janet Whitmore | 55,548,531 | 0 | 1,019,946 | 4,637,430 |
| Election – Laura M. Beres | 55,853,069 | 0 | 715,408 | 4,637,430 |
| Approve 2025 Equity Compensation Plan | 56,301,567 | 207,542 | 59,368 | 4,637,430 |
| Ratify RSM US LLP (auditors) | 61,074,473 | 122,447 | 8,987 | — |
Related-Party Transactions Oversight
- Audit & Finance Committee must review/approve all related-person transactions; in 2024 and 2023, none were reported as related-person transactions .
- Debt and equity transactions with Bradford T. Whitmore (and affiliates Strandler, Beachcorp) since 2022; maturity extensions through April 30, 2027 noted, reinforcing controlled-company dynamics; Audit & Finance oversight applies .
Summary Implications
- Beres’ independent status, audit chair role, and financial-expert designation are positives for board effectiveness and investor confidence.
- Controlled-company structure and committee leadership by a non-independent Chair pose governance risks; continued monitoring of Compensation and Nominating decisions is warranted .
- Director compensation is modest in cash with option-heavy equity; absence of disclosed performance metrics for directors weakens pay-for-performance alignment .
- Compliance processes should be strengthened to avoid late Section 16 filings; the disclosed late filings were attributed to administrative oversight .