Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On January 8, 2024, biote Corp. (the Company) appointed Robert
Peterson as Chief Financial Officer (principal accounting and principal financial officer) of the Company, effective immediately. Mr. Peterson will succeed Samar Kamdar who is currently expected to stay with the Company through
February 29, 2024 to assist with the transition and work on special projects.
Mr. Peterson, age 47, joins the Company from Virbac Corp., an
animal health pharmaceutical company, where he served as the chief financial officer from September 2017 to January 2024. Mr. Peterson is a Certified Public Accountant and holds a Bachelors in Business Administration and a Masters in
Business Administration from Texas Christian University.
In connection with his appointment as Chief Financial Officer, the Company entered into an
employment agreement with Mr. Peterson, dated as of January 8, 2024 (the Employment Agreement). The Employment Agreement provides for Mr. Petersons at-will employment as the
Chief Financial Officer for a term commencing on January 8, 2024 and continuing until terminated by either the Company or Mr. Peterson. Under the terms of the Employment Agreement, Mr. Peterson will be entitled to: (i) an
annualized base salary of $425,000 per year; (ii) annual bonus up to 50% of his base salary; (iii) an initial grant of (a) restricted stock units valued at $177,000 and (b) 400,000 options to purchase shares of the Companys
Class A common stock, in each case pursuant to the Companys 2022 Equity Incentive Plan and eligibility to participate in the 2022 Equity Incentive Plan; and (iv) eligibility to participate in the Companys employee benefit plans
and programs in accordance with the terms and conditions of the applicable plans and programs.
Other than the foregoing, Mr. Peterson is not party
to any arrangement or understanding with any other pursuant to which he was appointed as an officer, nor is he party to any transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K
involving the Company. There are no family relationships between Mr. Peterson and any of the Companys directors and executive officers.
The
foregoing description of the Employment Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which will be filed as an exhibit to the Companys
Annual Report on Form 10-K for the year ended December 31, 2023.
Samar Kamdar, the Companys current
Chief Financial Officer, will transition out of his role, effective immediately. However, Mr. Kamdar is currently expected to remain employed by the Company through February 29, 2024. Mr. Kamdars transition is unrelated to the
Companys financial results or any disagreement with the Company over its accounting principles, practices or financial disclosures. The Company thanks Mr. Kamdar for his service to the Company and its stockholders.
On January 11, 2024, Mr. Kamdar entered into an executive transition agreement with the Company (the Transition Agreement), which
specifies the terms of his continuing employment during the transition period. Pursuant to the Transition Agreement, Mr. Kamdar will remain employed with the Company through February 29, 2024, to assist with the transition and work on
special projects. Throughout the term of the Transition Agreement, Mr. Kamdar will continue to receive the rate of base salary currently in effect and will be eligible to receive up to $140,000 as an additional severance benefit, subject to
certain conditions. Except as otherwise set forth in the Transition Agreement, all other terms and conditions set forth in Mr. Kamdars Employment Agreement, effective as of July 25, 2022, by and between BioTE Medical, LLC and Samar
Kamdar, as amended by the Amendment to the Employment Agreement, effective as of August 24, 2022, by and between BioTE Medical, LLC and Samar Kamdar, copies of which were filed as Exhibits 10.1 and 10.2, respectively, to the Companys
Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 11, 2022, and each of which is incorporated herein by reference, are expected to remain in full force and effect.
The above description of the Transition Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full
text of the Transition Agreement, which will be filed as an exhibit to the Companys Annual Report on Form 10-K for the year ended December 31, 2023.