Scott Barry
Venus ConceptAbout Scott Barry
Scott Barry, 52, is Chair of the Board and an independent director at Venus Concept (VERO), serving since November 2019 (previously a director of Venus Concept Ltd. from June 2017 to November 2019). He is a Managing Director at EW Healthcare Partners (joined 2006; MD since 2012) and formerly led Pharma M&A and Collaborations at Novartis Pharma AG; earlier roles include Century Capital Associates (healthcare investment banking) and KPMG (healthcare corporate finance/assurance). He holds a BA from Wesleyan University and an MBA from NYU Stern .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Venus Concept Inc. | Chair of the Board; Director | Chair/Director since Nov 2019; Director (Ltd.) Jun 2017–Nov 2019 | Presides over executive sessions; liaison between management and board |
| EW Healthcare Partners | Managing Director; joined EW in 2006; MD since 2012 | 2006–present; MD since 2012 | Healthcare investing, board experience across medtech/biopharma |
| Novartis Pharma AG | Global Head of Pharma M&A & Collaborations | Prior to 2006 | Led global acquisitions, equity investments, corporate partnerships |
| Century Capital Associates LLC | Director (boutique healthcare IB/consulting) | Prior roles pre‑Novartis | Focused on M&A, strategic partnering, financing transactions |
| KPMG LLP | Corporate finance and assurance services (healthcare) | Early career | Finance and assurance skillset |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Metabolon, Inc. (EW portfolio) | Director | Current | EW Healthcare portfolio directorship |
| Orthovita Inc. (NASDAQ: VITA) | Director | Prior | Company acquired by Stryker Corporation |
| Victory Pharma, Inc. | Director | Prior | Company acquired by Shionogi, Inc. |
| Velcera, Inc. | Director | Prior | Company acquired by Perrigo Company plc |
Board Governance
- Independence: Board determined all directors except CEO are independent; Barry is independent .
- Leadership: Barry is independent Chair; presides over executive sessions and acts as management–board liaison .
- Committee memberships:
- Nominating & Corporate Governance Committee: Member; Chair is Dr. Anthony Natale; met once in 2024 .
- Audit Committee: Members are Lacchin (Chair), LaPorte, Natale; Barry is not a member; met four times in 2024 .
- Compensation Committee: Members are LaPorte (Chair), Lacchin, Sullivan; Barry is not a member; met three times in 2024 .
- Board activity and attendance:
- Board met 15 times in 2024; each director attended ≥75% of aggregate board/committee meetings; independent directors held 4 executive sessions; all directors attended the 2023 annual meeting .
Fixed Compensation
| Component (FY 2024) | Amount | Notes |
|---|---|---|
| Annual Director Retainer (non-employee) | $45,000 | Policy amount |
| Chair of the Board Additional Retainer | $30,000 | Policy amount |
| Committee Fees – Nominating & Corporate Governance (member) | $5,000 | Member fee; Chair fee $15,000 |
| Scott Barry – Fees Earned/Paid in Cash | $80,000 | Sum aligns with retainer + chair + one committee membership |
| Option Awards ($) | — | No director option grants reported for 2024 |
| Cash Compensation Deferral (Board-wide) | $664,647 | FY2024 director cash compensation deferred to Q2 FY2025 |
Performance Compensation
- Director equity award policy: Non-employee directors receive initial option grants at board appointment; subsequent options may be granted based on contributions/performance; vest over 4 years (quarterly or 1-year cliff then monthly); no automatic vesting on change in control; directors affiliated with venture/investment funds may elect to forfeit cash and option grants per Compensation Committee policy .
- Outstanding director options (as of Dec 31, 2024):
| Director | Shares Subject to Outstanding Options |
|---|---|
| Scott Barry | 1,016 |
No RSUs/PSUs or performance-linked metrics disclosed for director pay; FY2024 director compensation comprised cash retainers/fees, with no equity grant reported for Barry .
Other Directorships & Interlocks
| Relationship | Description | Potential Conflict/Interlock Indicator |
|---|---|---|
| EW Healthcare Partners affiliation | Barry is affiliated with EW Healthcare entities that are >5% stockholders and transaction counterparties (notes, preferred equity, registration rights) | Related-party exposure; oversight via audit committee under policy |
| EW Healthcare transactions | Note Purchase Agreement: $2.0M secured subordinated convertible notes to EW/EW‑A (Jan 18, 2024) | Board notes related party; audit committee policy applies |
| 2023 Senior Preferred Stock sales | EW entities purchased 1,575,810 Senior Preferred shares ($7.0M aggregate) | Ongoing financing ties with investor affiliated with Barry |
| Registration rights | 2023 resale registration rights agreement with EW entities | Continuing rights suggest influence |
Expertise & Qualifications
- Healthcare investing and board leadership across medtech/biopharma; prior M&A leadership at Novartis .
- Financial and transaction experience (investment banking, corporate finance, assurance) .
- Education: BA (Wesleyan), MBA (NYU) .
Equity Ownership
| Holder | Common Stock | Securities Exercisable within 60 Days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Scott Barry (affiliated EW entities) | 461,124 | 38 | 461,162 | 25.81% |
Breakdown (footnote): Ownership reflects common shares and preferred shares convertible to common (within 60 days) held by EWHP and EWHP-A, convertible notes into common, and 751 fully vested stock options held by EWHP; excludes additional preferred conversions limited by Nasdaq rules; 38 stock options vest within 60 days .
Hedging/Pledging:
- Hedging prohibited by Insider Trading Policy for officers/directors/employees; no pledging disclosures found .
Governance Assessment
- Independence and effectiveness: Barry is an independent Chair with clear separation from management; not seated on Audit or Compensation committees, reducing direct influence on pay/financial reporting; serves on Nominating & Corporate Governance committee, enhancing board composition oversight .
- Attendance/engagement: Board met frequently (15 meetings); directors met attendance thresholds and held regular executive sessions, indicating active oversight .
- Alignment and ownership: Significant beneficial ownership via EW entities (25.81% of common), aligning interests but creating potential influence dynamics; director options outstanding are modest (1,016 shares), and no FY2024 equity grants to directors .
- Related-party oversight: Multiple financings with EW entities (notes, preferred stock, rights) where Barry’s affiliation is disclosed; audit committee reviews related-person transactions under formal policy—critical to mitigate conflicts .
- Compensation: Cash-heavy director pay in FY2024 (retainer/fees); no disclosed performance-based director compensation; board-wide deferral of cash compensation reflects liquidity management and lender commitments .
RED FLAGS
- Significant related-party exposure: Barry’s affiliation with EW Healthcare, a major investor engaged in multiple financing transactions and registration rights with the company .
- Concentrated ownership: EW-related beneficial ownership at 25.81% could influence governance outcomes; heightened need for robust independent committee processes .
- Liquidity stress signal: Deferral of director cash compensation ($664,647) to Q2 FY2025 in light of restructuring and lender commitments .
Mitigating factors
- Independent audit and compensation committees (Barry not a member), written related-party transaction policy, and independent director executive sessions .
Appendix Tables
Committee Structure and Activity (FY2024)
| Committee | Members | Chair | Meetings in 2024 |
|---|---|---|---|
| Audit | Louise Lacchin; Fritz LaPorte; Anthony Natale, M.D. | Louise Lacchin | 4 |
| Compensation | Fritz LaPorte; Louise Lacchin; Keith Sullivan | Fritz LaPorte | 3 |
| Nominating & Corporate Governance | Scott Barry; S. Tyler Hollmig, M.D.; Anthony Natale, M.D. | Anthony Natale, M.D. | 1 |
Director Compensation Policy (FY2024)
| Component | Chair | Other Member |
|---|---|---|
| Audit Committee Fee | $25,000 | $10,000 |
| Compensation Committee Fee | $20,000 | $10,000 |
| Nominating & Corporate Governance Fee | $15,000 | $5,000 |
| Annual Retainer (Non-employee Director) | — | $45,000 |
| Additional Retainer (Chair of the Board) | $30,000 | — |
Director Compensation — Scott Barry (FY2024)
| Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|
| 80,000 | — | 80,000 |
Outstanding Director Options (as of Dec 31, 2024)
| Name | Shares Subject to Outstanding Options |
|---|---|
| Scott Barry | 1,016 |
Beneficial Ownership (as of Apr 28, 2025)
| Name | Common Stock | Exercisable within 60 Days | Amount and Nature of Beneficial Ownership | Percent of Class |
|---|---|---|---|---|
| Scott Barry (affiliated EW entities) | 461,124 | 38 | 461,162 | 25.81% |
Footnote detail: Mix includes common, preferred convertible (within 60 days), convertible notes, and options held by EW entities; excludes additional preferred conversions limited by Nasdaq rules .
Related-Person Transactions (Selected)
| Date | Transaction | Parties | Amount/Key Terms |
|---|---|---|---|
| Jan 18, 2024 | Note Purchase Agreement (secured subordinated convertible notes) | Company with EW/EW‑A; Barry affiliated | $2,000,000 principal |
| May–Oct 2023 | Senior Preferred Stock purchases (multi-tranche) | EW entities; Barry affiliated | 1,575,810 shares; $7,000,000 aggregate |
| May/Sep 2024; Mar 2025 | Series Y Preferred exchanges and new notes | Madryn lenders | Debt exchanges to preferred and notes; see proposals |
Policy: Audit committee oversees and approves related-person transactions under written policy; D&O indemnification and insurance in place .
Conclusion
Barry brings deep healthcare investing and M&A expertise with strong board leadership as independent Chair, and meets independence and attendance expectations. However, his affiliation with EW Healthcare—an active financing counterparty and large stockholder—represents a sustained related-party exposure; governance comfort relies on independent committees, transparent related-party approvals, and continued rigorous enforcement of the related-person transaction policy .