🧾 What This Document Is

This is a DEF 14A, or "Proxy Statement." It's an official notice and information packet sent to shareholders before a company's annual meeting. Its job is to tell you what will be voted on, give you the details you need to make informed decisions, and report on key governance and compensation matters.

👉 Why it matters: Think of it as the company's "annual report card and to-do list" for its owners (the shareholders). It tells you who is running the company, how they are paid, and what the big questions are for the upcoming vote.

🏢 What The Company Does

biote Corp. (ticker: BTMD) is a company in the health and wellness sector. While the filing doesn't detail its exact business, its leadership's backgrounds (in healthcare consulting, consumer products, and medical groups) suggest it operates in the healthcare services or medical products industry.

👉 In simple terms: Based on the people involved, it likely provides some kind of specialized medical or wellness service/treatment, possibly related to hormone therapy or other clinical treatments.

📅 The Big Vote: 2026 Annual Meeting Details

The virtual meeting is on Tuesday, May 12, 2026, at 10:00 a.m. Central Time. Only shareholders as of March 23, 2026, can vote.

There are two main proposals:

1. ELECT DIRECTORS: Vote to elect Andrew R. Heyer and Dana Jacoby to the board.
2. RATIFY AUDITORS: Vote to approve Deloitte & Touche LLP as the company's accountant for 2026.

👉 Why it matters: The board you elect will oversee the CEO and make major decisions. Approving the auditor is a standard check-up to ensure the company's financials are reviewed by a trusted firm.

👥 Meet the Leadership & Board

The board proposes re-electing two experienced directors:

• Andrew R. Heyer: An investor with deep experience in consumer brands (like restaurants and retail). He brings financial and operational expertise.
• Dana Jacoby: A healthcare industry executive with a background in medical consulting and leadership. She provides relevant industry insight.

The board is led by Chairman Marc Beer (not independent) and Lead Independent Director Richard R. Barrera. The CEO is Bret Christensen.

👉 Why it matters: The board's mix of financial acumen (Heyer) and industry-specific knowledge (Jacoby) is designed to guide the company's strategy. A strong lead independent director helps balance power.

⚖️ Corporate Governance & Committees

The board has three key committees made up of independent directors:

• Audit Committee: Oversees financial reporting and auditors. Chaired by Debra L. Morris.
• Compensation Committee: Sets pay for executives. Chaired by Dana Jacoby.
• Nominating & Governance Committee: Finds board candidates and oversees governance rules. Chaired by Andrew R. Heyer.

The company has a Code of Ethics and an Insider Trading Policy that prohibits things like hedging or pledging company stock.

👉 Why it matters: These committees are the "checks and balances" inside the board. Having independent chairs and clear policies helps prevent conflicts of interest and protects shareholder interests.

💼 Executive Compensation

The filing lists the top-paid executives (the "Named Executive Officers") for 2025. The key takeaway is a leadership transition:

• Bret Christensen became CEO in February 2025. His total compensation was $5,017,267, mostly from a new stock award.
• Teresa S. Weber, the former CEO, left in February 2025. She received severance and consulting fees totaling $945,910.
• Robert Peterson is the CFO & Chief Business Officer. His total compensation was $1,454,519.

The 2025 cash bonuses were based on achieving 66% of the company's corporate goals.

👉 Why it matters: This shows how the company aligns executive pay with performance (e.g., the 66% goal achievement) and handles leadership changes. The large stock awards are meant to tie executives' long-term interests to the stock price.

💸 Auditor Fees & Approval

The company proposes keeping Deloitte & Touche LLP as its auditor. In 2025, Deloitte billed $1.83 million in total fees:

• Audit Fees: $927,652
• Tax Fees: $811,068
• Audit-Related Fees: $90,000

👉 Why it matters: The Audit Committee pre-approves all services to ensure the auditor remains independent. Shareholder ratification is a routine but important oversight step.

🔮 What's Next

The immediate next step is the annual meeting on May 12, 2026. Shareholders will vote to elect the two directors and ratify the auditor. The board recommends voting "FOR" both proposals.

Following the meeting, the company will continue its operations under the leadership of CEO Bret Christensen and the newly constituted board.

🧠 The Analogy

This proxy statement is like a school's annual parent-teacher conference report. It tells the parents (shareholders) who the teachers (directors) are, how the principal (CEO) is doing, what the school's plans are, and asks parents to vote on a few important items for the next year. It's all about transparency and involving the owners in the big decisions.

📇 Key Contacts & People

• Bret Christensen, Chief Executive Officer & Director
• Robert Peterson, Chief Financial Officer & Chief Business Officer
• Marc Beer, Non-Executive Chairman
• Richard R. Barrera, Lead Independent Director
• Debra L. Morris, Audit Committee Chair
• Dana Jacoby, Compensation Committee Chair
• Andrew R. Heyer, Nominating & Corporate Governance Committee Chair & Director Nominee
• For Meeting & Proxy Questions:
  • Address: 1875 W. Walnut Hill Ln, #100, Irving, TX 75038
  • Email: [email protected]
  • Website for Meeting: www.proxydocs.com/BTMD

🧩 Final Takeaway

biote Corp. is holding its annual shareholder meeting to elect two experienced directors and approve its auditor. The company recently completed a CEO transition, and this meeting will set the board that oversees the new leadership. The core proposals are standard, but the meeting is a key moment for shareholders to endorse the current direction.