Tyler Hollmig

About Tyler Hollmig

Stanley Tyler Hollmig, M.D. (age 43) has served as an independent director of Venus Concept Inc. (VERO) since January 2022. He is Director of Dermatologic Surgery and Director of Laser & Cosmetic Dermatology at Dell Medical School at the University of Texas and Ascension Texas; previously, he served five years on Stanford’s medical faculty as a Mohs surgeon and Director of Laser & Aesthetic Dermatology. He earned his undergraduate degree from Duke University (magna cum laude), graduated as valedictorian from UT Southwestern Medical School, completed dermatology residency at Stanford, and a fellowship in Mohs and Dermatologic Surgery at the Medical University of South Carolina. He was nominated pursuant to an Investor Rights Agreement with Masters Special Situations, LLC, following a board review of his independence and qualifications .

Past Roles

External Roles

Board Governance

• Classification and tenure: Class II director; term up for re-election at 2025 Annual Meeting; director since 2022; age 43 .
• Committee assignments (2024 activity reported in 2025 proxy):
  • Nominating & Corporate Governance Committee: Member; committee met once in 2024; chaired by Dr. Anthony Natale; all members independent under Nasdaq rules .
  • Audit Committee: Members are Louise Lacchin (Chair), Fritz LaPorte, and Dr. Anthony Natale; met four times in 2024; heightened independence standards met .
  • Compensation Committee: Members are Fritz LaPorte (Chair), Louise Lacchin, and Keith Sullivan; met three times in 2024; all members independent .
• Independence and nomination: Hollmig was nominated pursuant to an Investor Rights Agreement with Masters Special Situations, LLC, after the Nominating & Corporate Governance Committee reviewed independence and qualifications .
• Attendance and engagement:
  • Board met 8 times (2022), 13 times (2023), 15 times (2024); each board member attended ≥75% of aggregate meetings in each year; independent directors held executive sessions (4 scheduled + 4 ad hoc in 2022; 3 scheduled + 3 ad hoc in 2023; 4 scheduled in 2024) .

Fixed Compensation

• Policy: Non-employee director annual retainer $45,000; Chair of Board additional $30,000. Committee fees per year: Audit Chair $25,000 / Member $10,000; Compensation Chair $20,000 / Member $10,000; Nominating & Corporate Governance Chair $15,000 / Member $5,000 .
• 2024 cash deferral: Board deferred director cash compensation earned in 2024 to Q2 2025; aggregate deferred $664,647 .

Performance Compensation

• Structure: Upon initial appointment and from time to time, non-employee directors may receive stock options; typical vesting over four years (equal quarterly installments or one-year cliff then monthly); unvested director awards do not automatically vest prior to a change in control .

Other Directorships & Interlocks

• Public company directorships: None disclosed for Hollmig in the company’s proxy materials .
• Investor nomination: Nominated by Masters Special Situations, LLC under Investor Rights Agreement (Dec 15, 2021) .
• Compensation committee interlocks: Company disclosed no compensation committee interlocks or insider participation during 2022; none of the compensation committee members have served as company officers or had reciprocal committee roles with executives of other entities .

Expertise & Qualifications

• Dermatologic surgery and aesthetics leadership spanning UT/Dell Medical School, Ascension Texas, Stanford, and MUSC fellowship; academic distinction (Duke magna cum laude; UT Southwestern valedictorian); KOL and advisory roles in aesthetics industry. The Board cites his national leadership in aesthetic and surgical dermatology as key qualification for the VERO board .

Equity Ownership

• Hedging policy: Company insider trading policy prohibits hedging of company stock for directors (alignment-positive) .
• Beneficial ownership detail:

• 2022 Private Placement participation: Hollmig purchased 250,000 shares of common stock for $50,000 in the November 18, 2022 private placement (company states terms comparable to arm’s-length) .

Governance Assessment

• Independence and committee service: Hollmig serves on the Nominating & Corporate Governance Committee, which is composed solely of independent directors; board reviewed his independence at appointment — positive for board effectiveness .
• Attendance and engagement: Board and committee attendance at or above 75% in 2022–2024; frequent executive sessions among independent directors — supports oversight rigor .
• Compensation alignment: Director pay is modest with consistent $45k retainer; option awards declined from $15,303 (2022) to $6,518 (2023) and none shown in 2024; cash compensation for 2024 was deferred to Q2 2025 amid restructuring — signals cost discipline but lowers equity-linked incentives for directors .
• Skin-in-the-game: Hollmig invested personally in 2022 ($50,000); current beneficial ownership is <1% given capital structure changes — mixed alignment (historical investment positive; current stake small) .
• Change-in-control terms: Unvested director equity does not automatically vest before change in control — shareholder-friendly .
• Potential conflicts — RED FLAGS to monitor:
  • Investor nomination: Masters Special Situations’ nomination rights and Hollmig’s appointment under that agreement — potential influence/interlock; monitor voting and committee decisions affecting large shareholders .
  • External KOL/advisory roles with aesthetics companies (Sciton, Lumenis; Proven Skincare; Happy 2nd Birthday Skincare) — potential related-party exposure or competitive conflicts if company relationships arise; ensure robust recusal practices .
• Policy safeguards: Hedging is prohibited under insider trading policy — alignment-positive .