Brenton Saunders
About Brenton L. Saunders
Brenton L. Saunders, 55, has served on SPRY’s board since May 2021. He is currently Chairman and Chief Executive Officer of Bausch + Lomb Corporation (appointed March 2023), with prior CEO/Chairman roles at Allergan, Actavis/Forest Laboratories, and Bausch + Lomb, and holds a B.A. (University of Pittsburgh), J.D. and M.B.A. (Temple University). His board biography cites 26+ years in healthcare and multiple public company leadership roles as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bausch + Lomb Corporation | Chairman & CEO | Mar 2023–present | Large-cap commercial leadership; prior CEO of B+L Inc. 2010–2013 |
| The Beauty Health Company (Nasdaq: SKIN) | Executive Chairman → Chairman | Executive Chairman Jul 2020–2023; Chairman thereafter | Oversight of consumer/aesthetics company; SPAC sponsor lineage (Vesper) |
| Vesper Healthcare Acquisition Corp. | President & CEO | Jul 2020–May 2021 | SPAC leadership, deal execution track record |
| Allergan plc | President & CEO; Chairman | CEO 2014–May 2020; Chairman 2016–May 2020 | Led large-scale specialty pharma; M&A integration |
| Forest Laboratories / Actavis plc | CEO (Forest); CEO of combined Actavis | Forest CEO until 2014; Actavis CEO in 2015 | Transition through merger; scale-up execution |
| Bausch + Lomb Incorporated | CEO | 2010–2013 | Turnaround/exit to Valeant in 2013 |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Bausch + Lomb Corporation | Chairman & CEO | Public | Appointed March 2023 |
| The Beauty Health Company (Nasdaq: SKIN) | Chairman | Public | Former Executive Chairman through 2023 |
| Roam | Chairman | Private | Current chair role |
| Cambrian BioPharma; Nextech; AI Arena | Director | Private | Current board roles |
| Mt. Sinai Medical Center | Executive Committee member | Non-profit | Governance/healthcare network |
| Prior: Cisco Systems, BridgeBio Pharma | Director | Public | Disclosed as current in 2023 proxy; not listed as current in 2025 proxy |
Board Governance
- Independence: SPRY’s board determined that Saunders is not independent under Nasdaq listing standards (one of four non-independent directors) .
- Tenure: Director since May 2021; nominated for re-election to a term ending at the 2028 annual meeting .
- Committee assignments (2024): Chairs the Commercial Committee (established June 2024). No service on Audit, Compensation, or Nominating/Governance .
- 2024 meetings: Audit (5), Compensation (2), Nominating/Governance (1), Commercial (1) .
- Attendance: In 2023, he missed two board meetings due to prior business/travel, falling below the 75% threshold. In 2024, no director fell below 75% .
- Commercial Committee scope (selected): Advises on commercialization strategy, competitive landscape, resource allocation, and reviews healthcare compliance programs .
Fixed Compensation
| Component | 2024 Policy | 2025 Update (Apr 2025) | Notes |
|---|---|---|---|
| Annual cash retainer (director) | $40,000 | $50,000 | Raised in Apr 2025 |
| Chair of Board | $30,000 | $35,000 | N/A to Saunders |
| Committee member retainers | Audit $10,000; Compensation $7,500; Nominating $5,000; Commercial $10,000 (added Jun 2024) | No change disclosed | Commercial Committee established June 2024 |
| Committee chair retainers | Audit $20,000; Compensation $15,000; Nominating $15,000; Commercial $20,000 | No change disclosed | Saunders chairs Commercial Committee |
| Director Cash Actually Earned (2024) | Amount ($) |
|---|---|
| Brenton L. Saunders – Fees Earned or Paid in Cash | 50,000 |
- Benchmarking and process: Compensation Committee retained Radford/Aon, targets ~50th percentile for director retainers and equity; assessed consultant independence (no conflicts found) .
Performance Compensation
| Component | Grant Size/Value | Vesting | Terms |
|---|---|---|---|
| Annual option grant (policy) | 40,000 shares (2024) → 30,000 shares (2025 update) | Vests on earlier of 1-year anniversary or next annual meeting | 10-year term; accelerated vesting on change in control |
| Initial option grant (policy) | 80,000 shares (historical) → 60,000 shares (2025 update) | 1/3 at 1-year; remainder monthly over 24 months | 10-year term; accelerated vesting on change in control |
| Saunders – 2024 option award (grant-date fair value) | $232,932 | As per policy | Options valued under ASC 718 |
Related-party consulting equity (separate from director policy):
| Grant | Shares/Strike | Vesting | Special Terms |
|---|---|---|---|
| Consulting option (assumed from Private ARS, issued Jun 2021) | 590,950 shares at $1.01 | 1/4 on 4/26/2022; remainder monthly over 36 months from 4/26/2021 | Accelerates on change of control; only consulting service counts for vesting; agreement auto-renews annually unless 60 days’ notice . |
No performance-conditioned equity (PSUs/TSR) is disclosed for directors; equity is time-vested options with CoC acceleration .
Other Directorships & Interlocks
| Company | Role | Type | Potential Interlock Notes |
|---|---|---|---|
| Bausch + Lomb | Chairman & CEO | Public | No SPRY-related transactions disclosed |
| The Beauty Health Company (SKIN) | Chairman | Public | No SPRY-related transactions disclosed |
| Cambrian BioPharma; Nextech; AI Arena; Roam | Director/Chair | Private | No SPRY-related transactions disclosed |
Expertise & Qualifications
- 26+ years in healthcare with serial CEO/Chair experience at scale (Allergan, Actavis/Forest, B+L), SPAC sponsor/consumer-beauty oversight, and commercialization leadership, supporting his role as Commercial Committee chair .
- Degrees: B.A. (University of Pittsburgh), J.D. and M.B.A. (Temple University) .
Equity Ownership
| Holder | Beneficial Ownership (#) | % Outstanding | As-of Date | Notes |
|---|---|---|---|---|
| Brenton L. Saunders | 784,597 | <1% | Mar 31, 2025 | All “right to acquire within 60 days” via options |
| Options outstanding (12/31/2024) | 824,597 | — | Dec 31, 2024 | Aggregate options held; exceeds 60-day count due to vesting windows |
- Hedging/pledging: Company policy prohibits hedging and pledging by directors/officers, reducing misalignment risk .
Governance Assessment
Strengths
- Chair of Commercial Committee aligns with prior large-cap launch/commercial experience; committee charter includes commercialization oversight and healthcare compliance review, enhancing board effectiveness .
- Robust director compensation governance: independent consultant (Radford), market benchmarking at ~50th percentile, and recent recalibration toward lower equity grants (reduced option sizes) limit over-dilution while keeping alignment .
- Company-wide prohibition on hedging/pledging mitigates alignment risks .
Risks and potential red flags
- Not independent under Nasdaq rules; board explicitly designates Saunders as non-independent .
- Related-party consulting arrangement (renewable annually) with a large option grant and consulting-only vesting qualification creates an ongoing conflict-of-interest vector while he serves as a director; vesting accelerates on change of control (could misalign incentives). Highlight: 590,950 options at $1.01 from the consulting agreement .
- Attendance: In 2023, Saunders missed two board meetings and fell below 75% attendance; while 2024 attendance normalized, 2023 under-attendance is a governance negative for engagement .
- Overboarding/time-commitment risk: Concurrent CEO/Chair role at Bausch + Lomb plus multiple external board roles may constrain bandwidth during critical commercialization phases at SPRY (no policy breach disclosed, but a monitoring item) .
Director compensation signals
- 2025 shift increased cash retainers and reduced equity grant sizes for directors, signaling moderation of dilution and a more balanced cash/equity mix for non-employee directors .
- Director options are time-based, not performance-conditioned; acceleration on change in control is standard but can concentrate incentives around transaction outcomes .
Independence/related-party conclusion
- Saunders’ non-independent status and active consulting arrangement with equity awards are the primary governance watchpoints for investors evaluating board objectivity on strategy, M&A, and compensation matters .