? Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 Trading Name of each exchange Title of each class Symbol(s) on which registered
Class A Common Stock, par value SKIN The Nasdaq Capital Market $0.0001 per share

Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 ( 230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 ( 240.12b-2 of this chapter).

Emerging growth company ?

If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ?

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 19, 2023, The Beauty Health Company (the “Company”) promoted Brad
Hauser to the position of Chief Operating Officer of the Company, effective as
of April 19, 2023.

Prior to Mr. Hauser’s appointment as Chief Operating Officer, he served as Chief
Product Officer of the Company since January 2023, where he oversaw product
development, R&D, regulatory and technology, with a focus on continuing to
advance the Company’s HydraFacial delivery systems and pioneer innovation. Mr.
Hauser brings more than 20 years’ experience in aesthetic device development and
marketing. Prior to joining the Company, he served as President and Chief
Executive Officer of Soliton within Allergan Aesthetics, an AbbVie company until
July 2022. Mr. Hauser served as President and CEO of Soliton, Inc. from November
2020 until it was acquired by Allergan Aesthetics in December 2021. Previously,
he served as the Vice President, R&D and General Manager for CoolSculpting at
Allergan Pharmaceuticals since ZELTIQ Aesthetics, Inc. was acquired in April
2017. Mr. Hauser served as the Senior Vice President of Research and Development
at ZELTIQ Aesthetics, Inc. from January 2017 to April 2017 and as its Vice
President of Research and Development from July 2015 to January 2017. Mr. Hauser
joined ZELTIQ in December 2013 as Vice President of Product and Clinical
Strategy. Prior to joining ZELTIQ, he held multiple roles in the aesthetic
industry, including Executive Vice President of Commercial Operations for
Cutera, Director of Research and Development at Medicis, and Managing Director
of Product and Clinical Marketing at Solta Medical. Mr. Hauser received his
Bachelor of Arts in Human Biology from Stanford University.

There are no arrangements or understandings between Mr. Hauser and any other
person pursuant to which Mr. Hauser was appointed to serve as the Chief
Operating Officer of the Company. There are no family relationships between Mr.
Hauser and any of the Company’s directors or executive officers. Mr. Hauser has
no direct or indirect material interest in any existing or currently proposed
transaction that would require disclosure under Item 404(a) of Regulation S-K.

In connection with Mr. Hauser’s promotion to the position of Chief Operating
Officer, effective April 19, 2023, Mr. Hauser will: (i) receive an annual base
salary of $475,000; (ii) receive a one-time promotional grant of restricted
stock units with an aggregate grant date value of $1,050,000 (the “RSU Award”),
and performance-based stock units with an aggregate grant date value of $350,000
(the “PSU Award”); (iii) continue to be eligible to participate in and earn a
cash performance bonus under the Company’s Annual Incentive Plan (“AIP”), where
his annualized at-target bonus will remain at 60% of his base salary, with the
actual amount of any award under the AIP to be determined based on achievement
of specific levels of performance goals set by the board of directors of the
Company (the “Board”); and (iv) remain eligible to receive long-term incentive
awards under The Beauty Health 2021 Incentive Award Plan (the “2021 Plan”) for
each fiscal year that Mr. Hauser remains employed with the Company, with any
such awards to be determined by the compensation committee of the Board. The RSU
Award will vest in equal, one-third increments on each of the first three
anniversaries of the grant date of April 19, 2023, in each case subject to
continued service through the vesting date and certain acceleration rights. The
PSU Award will vest at the conclusion of a three-year performance period based
upon the achievement of pre-determined performance metrics determined by the
Board or compensation committee (as applicable) on the grant date, subject to
continued service with the Company through the vesting date.

Mr. Hauser will also participate in The Beauty Health Company Executive
Severance Plan (the “Executive Severance Plan”), which provides that upon a
termination of his employment without “cause” or for “good reason” (each as
defined in the Executive Severance Plan) before or more than 12 months after a “change in control” by the Company (as defined in the 2021 Plan), he will be
entitled to: (1) continued payment of his base salary for 12 months following
termination, (2) a prorated target annual bonus for the year of termination, and
(3) reimbursement of the employer portion of COBRA premium payments, where
applicable, for 12 months following termination.

If, within 12 months following the consummation of a “change in control” of the
Company, Mr. Hauser’s employment is terminated without “cause” or for “good
reason,” he will be entitled to receive the same severance benefits outlined
above, along with a cash payment equal to 100% of his target annual bonus for
the year of termination.

Any future severance payments and benefits to Mr. Hauser under the Executive
Severance Plan will be subject to his execution of a release of claims in favor
of the Company. The Executive Severance Plan also includes a Section 280G “best
pay” provision, which provides that if any amount received by Mr. Hauser
pursuant to the Executive Severance Plan or otherwise that would be subject to
the excise tax imposed by Section 4999 of the Code, Mr. Hauser will be entitled
to receive the full amount of the payments and benefits or an amount reduced so
that no portion would be subject to the excise tax, whichever would result in
the largest payment to Mr. Hauser on an after-tax basis.

The description of Mr. Hauser’s compensation is qualified in its entirety by
reference to his promotion offer letter, a copy of which is attached to this
Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by
reference.

Item 7.01. Regulation FD Disclosures

On April 19, 2023, the Company issued a press release announcing the promotion
of Mr. Hauser as the Company’s Chief Operating Officer, a copy of which is
attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated
herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

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Exhibit
No. Description 10.1 Promotion Offer Letter, dated April 7, 2023 99.1 Press Release, dated April 19, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: April 19, 2023 The Beauty Health Company

 By: /s/ Liyuan Woo Name: Liyuan Woo Title: Chief Financial Officer

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 Exhibit 10.1

April 7, 2023

Dear Brad,

Congratulations on your promotion to your new role as Chief Operating Officer!
In this role you will continue to report directly to me and will remain a member
of the executive committee.

Based on your promotion, the Board of Directors has approved your new annual
salary of $475,000. This amount, less applicable withholdings and deductions
will be effective April 19, 2023.

You will continue to be eligible to participate in, and earn a cash performance
bonus under, the Corporate Annual Incentive Plan (“AIP”) where your annualized
at-target bonus will remain at 60% of your base salary. The actual amount of any
AIP will be determined based on achievement of specified levels of performance
goals set by the Company’s Board of Directors. The AIP may be amended or changed
from time to time. Any annual incentive that becomes payable will be paid at
such time(s) as annual incentives are generally paid to senior executives,
subject to your continued employment with the Company through the applicable
payment date.

The Board of Directors has also approved a one-time promotional long-term
incentive award (“Award”) in the amount of $1,400,000. This Award will be
granted on April 19, 2023 and will be weighted 75% restricted stock units
($1,050,000) and 25% performance-based stock units ($350,000). This Award will
be subject to the terms and conditions of The Beauty Health Company 2021
Incentive Award plan, subject to and contingent upon the approval of the
Incentive Plan by the Board and the stockholders of the Company, or any
successor plan, and an Award agreement entered between you and the Company.

You will also remain eligible to receive one or more grants of long-term
incentive awards for each fiscal year of employment with the Company. The amount
(if any), type, and terms and conditions (including vesting conditions) of any
such Award shall be determined by the Compensation Committee in its sole
discretion.

On behalf of the Board of Directors, I thank you for your efforts and continued
dedication to the Company!

Sincerely,

Andrew

2165 East Spring Street, Long Beach, California 90806 beautyhealth.com

 Exhibit 99.1

 Maturing into a Multi-Brand Ecosystem, BeautyHealth Appoints Aesthetics Veteran Brad Hauser as Chief Operating Officer

Newly created role establishes end-to-end product oversight, from innovation to go-to-market

LONG BEACH, Calif.- April 19, 2023 -The Beauty Health Company (NASDAQ: SKIN),
home to flagship brand Hydrafacial, today announced Brad Hauser’s promotion to
Chief Operating Officer (COO), a new position within the company.

Brad will assume end-to-end Operating leadership, overseeing the company’s full
product lifecycle, from ideation and innovation to go-to-market. He will
continue to lead the existing Product organization, including technology,
research and development, quality assurance, and regulatory affairs, and will
take on new responsibilities overseeing Operations and Marketing. He will remain
a member of the Company’s Executive Committee, reporting to President and Chief
Executive Officer Andrew Stanleick.

“Brad is an industry veteran, and since joining BeautyHealth he has demonstrated
outstanding leadership, most recently in preparing the business for the
international launch of Syndeo, our next generation connected device, which is
off to an encouraging start,” said Stanleick. “Positioning Brad to have full
line of sight, from concept to market, will enable the Company to move
thoughtfully and with speed, especially on our most important initiatives. Brad
brings seasoned executive experience and, as COO, will further strengthen our
global leadership capabilities as we take advantage of the sizable growth runway
ahead.”

Brad joined BeautyHealth in January 2023 as Chief Product Officer. Prior, he led
product development, R&D and business integration for top medical device and
pharmaceutical companies, including Allergan Aesthetics – an AbbVie Company,
Zeltiq Aesthetics, Cutera and Solta Medical. He also served as CEO of Soliton,
Inc. during its development of the novel cellulite and tattoo removal medical
device RESONIC.

Reflecting on the leadership evolutions, Stanleick said, “BeautyHealth has
entered this year focused on launching Syndeo internationally and building
further momentum with providers and consumers. These changes allow us to
continue to bolster and meet demand for Hydrafacial and the rest of our growing
portfolio of brands. I look forward to partnering with Brad in his expanded
role, along with the rest of the Executive Committee, to lead the Company into a
new era as a true multi-brand ecosystem.”

About The Beauty Health Company
The Beauty Health Company (NASDAQ: SKIN) is a global category-creating company
delivering millions of skin health experiences every year that help consumers
reinvent their relationship with their skin, bodies and self-confidence. Our
brands are pioneers: Hydrafacial(TM) in hydradermabrasion, SkinStylus(TM) in
microneedling, and Keravive(TM) in scalp health. Together, with our powerful
community of estheticians, partners and consumers, we are personalizing skin
health for all ages, genders, skin tones, and skin types in more than 90
countries. We are committed to being ever more mindful in how we conduct our
business to positively impact our communities and the planet. Find a local
provider at https://hydrafacial.com/find-a-provider/, and learn more at
beautyhealth.com or LinkedIn.

Contacts
The One Nine Three Group
Investors: BeautyHealthIR@the193.com
Press: BeautyHealth@the193.com

Apr 19, 2023

COMTEX_429705247/2254/2023-04-19T17:42:16

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