Business Context and Reporting Period
biote Corp. filed a Form 8-K dated February 15, 2023, with the report signed on February 22, 2023. The filing updates executive compensation disclosures for the fiscal year ended December 31, 2022, and reports amended and restated bylaws adopted February 21, 2023. The company is an emerging growth company listed on Nasdaq under BTMD and BTMDW.
Financial and Compensation Metrics
The filing does not provide operating revenue, profit, cash flow, margins, debt, liquidity, or other corporate financial performance metrics.
| Named executive officer | Year | Total compensation | Notable components |
|---|---|---|---|
| Teresa S. Weber, Chief Executive Officer | 2022 | $6,694,961 | $518,636 salary; $340,160 stock awards; $2,689,432 option awards; $3,146,734 non-equity incentive compensation |
| Teresa S. Weber | 2021 | $1,474,329 | $1,472,530 salary; $1,799 other compensation |
| Samar Kamdar, Chief Financial Officer | 2022 | $763,309 | $118,542 salary; $595,945 option awards; $45,267 non-equity incentive compensation; $3,556 other compensation |
| Mary Elizabeth Conlon, Vice President, Business Development and General Counsel | 2022 | $766,797 | $355,038 salary; $291,212 option awards; $111,397 non-equity incentive compensation; $9,150 other compensation |
Ms. Weber’s 2022 non-equity incentive compensation included a $335,417 performance-based cash bonus for fiscal 2022 and additional performance-based bonuses related to the closing of the business combination. Mr. Kamdar joined as CFO effective August 24, 2022, and Ms. Conlon assumed her current role in June 2021; their reported amounts are not annualized.
Material Changes Versus the Prior Comparable Period
- The company finalized and approved 2022 bonuses that had previously been estimated in its registration statement.
- Ms. Weber’s total reported compensation increased to $6.7 million in 2022 from $1.5 million in 2021, primarily due to option awards and incentive compensation.
- Mr. Kamdar received reported compensation of $763,309 for a partial year in 2022; no 2021 compensation was reported.
- Ms. Conlon’s total reported compensation decreased to $766,797 in 2022 from $1.6 million in 2021, primarily because 2021 included $1.4 million of stock awards.
Governance, Outlook, Risks and Unusual Items
On February 21, 2023, the Board adopted amended and restated bylaws effective immediately. The amendments revise procedures and disclosure requirements for stockholder director nominations and other proposals, including requirements related to proxy solicitation under Rule 14a-19. They also address stockholder meeting notices, voting lists, adjournments, and the Board’s ability to postpone, reschedule, or cancel meetings.
The filing provides no management guidance, operating outlook, new financial risk assessment, debt covenant information, liquidity update, or contingency disclosure. The principal unusual items are the finalized executive bonuses and the governance changes.
Investor Verification Items
- Verify the final 2022 executive bonus calculations and the components of Ms. Weber’s $3.15 million incentive compensation.
- Review the complete amended and restated bylaws filed as Exhibit 3.1, particularly advance-notice and proxy-solicitation requirements.
- Confirm that executive compensation amounts are interpreted consistently with the registration statement and ASC 718 valuation disclosures.
- Consult the company’s periodic financial filings for revenue, profitability, cash flow, debt, liquidity, and forward guidance, which are not addressed in this Form 8-K.