DEF 14A of FIGS, Inc., Apr 24, 2025

DEF 14A of FIGS, Inc.

Filed Apr 24, 2025 · FY20240001628280-25-019713

Open on EDGAR

  1. Proposal 1: Election of Directors

    Proposal 1: Election of Directors At the Annual Meeting, three (3) Class I Directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2027 and until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation or removal. We currently have nine (9) directors on our Board. The Board has nominated our current Class I Directors, Catherine Spear, Sheila Antrum and Mario Marte, for re-election at the Annual Meeting. As set forth in our Amended and Restated Certificate of Incorporation, the Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The current class structure is as follows: Class I, whose current term will expire at the Annual Meeting and, if elected at the Annual Meeting, whose subsequent term will expire at the 2028 Annual Meeting of Stockholders; Class II, whose current term will expire at the 2026 Annual Meeting of Stockholders; and Class III, whose current term will expire at the 2027 Annual Meeting of Stockholders. The current Class I Directors are Catherine Spear, Sheila Antrum and Mario Marte; the current Class II Directors are Heather Hasson, Kenneth Lin and Melanie Whelan; and the current Class III Directors are Jeffrey Wilke, Jerry Jao and J. Martin Willhite. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that, subject to the rights of the holders of any series of preferred stock to elect directors and subject to the terms of the Voting Agreement (as defined below), the authorized number of directors may be changed from time to time by the Board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board into three classes with staggered three-year terms ensures continuity from year to year and may delay or prevent a change of our management or a change in control of our Company. Subject to the rights of the holders of any series of preferred stock to elect directors and the rights granted pursuant to the Voting Agreement (as defined below), our directors may be removed only for cause by the affirmative vote of the holders of a majority of our outstanding voting stock entitled to vote in the election of directors, voting together as a single class. We are party to a voting agreement (the “Voting Agreement”) with our co-founders, Ms. Hasson and Ms. Spear, and certain related persons and trusts, pursuant to which such parties have agreed to take all necessary action to include each of Ms. Hasson and Ms. Spear in the slate of nominees nominated by the Board for the applicable class of directors for election or re-election by the stockholders of the Company and to vote, or cause to vote, all of their outstanding shares of our Common Stock for the election of Ms. Hasson and Ms. Spear. Pursuant to the Voting Agreement, the Board has nominated Ms. Spear for election as a Class I Director at the Annual Meeting. As a result of the Voting Agreement and the aggregate voting power of the parties thereto, we expect that the parties acting together will control the election of directors of the Company. For more information, see “Corporate Governance—Voting Agreement” and “—Controlled Company Exemption” below. In addition, we are party to a stockholders agreement (the “Stockholders Agreement”) with Baron Capital Management, Inc. (“BCM”) and BAMCO, Inc. (“BAMCO” and, together with BCM, “Baron”), which, along with its affiliates, own a significant portion of our Class A common stock. Under the Stockholders Agreement, among other things, Baron and its affiliates (collectively, the “Stockholder Group”) has agreed to vote certain shares of our Class A common stock that it owns in excess of 25% of our outstanding shares of Class A common stock in favor of all persons nominated to serve as directors by the Board. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of Common Stock represented thereby for the election as Class I Directors of the persons whose names and biographies appear below. In the event that any of the nominees should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe that the nominees named below will be unable to serve if elected. Each of the nominees named below has consented to being named in this Proxy Statement and to serve if elected.

  2. Proposal 1: Election of Directors

    | | The Board of Directors unanimously recommends a vote FOR the election of the below Class I Director nominees. |

  3. Proposal 1: Election of Directors

    Nominees for Class I Director (terms to expire at the 2028 Annual Meeting): The current members of the Board who are also nominees for election to the Board as Class I Directors are as follows:

  4. Proposal 1: Election of Directors

    | Name | Age | Served as a Director Since | Position with FIGS | | Catherine Spear | 41 | 2013 | Director, Co-Founder and Chief Executive Officer | | Sheila Antrum | 66 | 2021 | Director | | Mario Marte | 49 | 2023 | Director |

  5. Proposal 1: Election of Directors

    The principal occupations and business experience, for at least the past five years, of each Class I Director nominee for election at the Annual Meeting are as follows:

  6. Catherine Spear

    Catherine Spear Ms. Spear co-founded our company and serves as our Chief Executive Officer and as a member of our Board. Prior to co-founding FIGS, Ms. Spear served as an associate at the Blackstone Group Inc., a leading global alternative investment business, in the firm’s hedge fund group. Ms. Spear began her career at Citigroup Global Markets Inc., where she spent four years in its investment banking and private equity divisions. Since February 2024, Ms. Spear has served as a member of the board of directors and audit committee of Amer Sports, Inc., a global group of sports and outdoor brands, including Arc'teryx, Salomon and Wilson. From August 2020 to July 2021, Ms. Spear also served as a member of the board of directors of One, a special purpose acquisition company. Ms. Spear holds a B.A. in Economics from Tufts University and an M.B.A. from Harvard Business School. She was also selected to join the Aspen Institute’s Henry Crown Fellows in 2018. We believe that Ms. Spear is qualified to serve as a member of our Board based on the perspective and experience she brings as our co-founder and Chief Executive Officer.

  7. Sheila Antrum

    Sheila Antrum Ms. Antrum has served as a member of our Board since May 2021. Since 2007, Ms. Antrum has served in roles of increasing responsibility at the University of California, including serving as the Senior Vice President and Chief Operating Officer of UCSF Health since August 2017, UCSF Health President-Adult Services since September 2015 and the Chief Nursing Officer of UCSF Medical Center from September 2007 to 2017 and again as interim Chief Nursing Officer from 2019 to 2020. Before that, from 2003 to 2007, Ms. Antrum served as the Chief of Ambulatory Operations and Associate Director of Clinical Cancer Center Operations at the University of California San Diego Medical Center. Ms. Antrum also has served on the board of directors of Integer Holdings Corporation since February 2021. Ms. Antrum holds a B.A. of Science in Nursing from Hampton University and a Master’s in Health Services Administration from the University of Michigan School of Public Health. We believe that Ms. Antrum is qualified to serve as a member of our Board based on her extensive leadership experience in the healthcare industry.

  8. Mario Marte

    Mario Marte Mr. Marte has served as a member of our Board since November 2023. From September 2018 to July 2023, Mr. Marte served as Chief Financial Officer of Chewy, Inc., a leading online pet product and service retailer. Before that, from April 2015 until September 2018, Mr. Marte served as Vice President—Finance & Treasurer at Chewy. Mr. Marte previously served as the Vice President—Financial Planning & Analysis for Hilton Worldwide Holdings, Inc., and in various other roles at Hilton, American Airlines Group Inc. and Accenture LLC, a consulting firm. Since January 2021, Mr. Marte has served on the board of directors of Best Buy Co., Inc. and as chair of its audit committee since June 2023. Mr. Marte holds a B.S. in Computer Engineering from the University of South Florida and an M.B.A. from Duke University’s Fuqua School of Business. We believe that Mr. Marte is qualified to serve as a member of our Board based on his extensive financial expertise, his deep knowledge in eCommerce and consumer businesses, and his leadership experience at private and publicly traded companies. Continuing Members of the Board of Directors:

  9. Class II Directors (terms to expire at the 2026 Annual Meeting)

    Class II Directors (terms to expire at the 2026 Annual Meeting) The current members of the Board who are Class II Directors are as follows:

  10. Class II Directors (terms to expire at the 2026 Annual Meeting)

    | Name | Age | Served as a Director Since | Position with FIGS | | Heather Hasson | 43 | 2013 | Director, Co-Founder and Executive Chair | | Kenneth Lin | 49 | 2022 | Director | | Melanie Whelan | 47 | 2025 | Director |

  11. Class II Directors (terms to expire at the 2026 Annual Meeting)

    The principal occupations and business experience, for at least the past five years, of each Class II Director are as follows:

  12. Heather Hasson

    Heather Hasson Ms. Hasson co-founded our company and currently serves as the Executive Chair of our Board, having previously served as our Co-Chief Executive Officer until August 2022. Ms. Hasson also currently serves as the Chief Executive Officer and as a member of the board of directors of OOG, Inc., a healthcare education technology company. Prior to co-founding FIGS, Ms. Hasson was an entrepreneur, having served as founder and CEO of Heather Hasson bags, a high-end bag line, and FIGS Ties, a tie and scarf company. From 2021 to 2023, Ms. Hasson also served as a member of the board of directors of G Squared Ascend I Inc. and G Squared Ascend II Inc., two special purpose acquisition companies. Since January 2020, Ms. Hasson has also served as a member of the board of directors of RxArt, a non-profit whose mission is to help children heal through the extraordinary power of visual art. Ms. Hasson holds a B.A. in Political Science from the University of Wisconsin-Madison. We believe that Ms. Hasson is qualified to serve as a member of our Board based on her experience in the apparel industry and the knowledge of our company she brings as our co-founder and Executive Chair.

  13. Kenneth Lin

    Kenneth Lin Mr. Lin has served as a member of our Board since April 2022. From March 2007 to August 2024, Mr. Lin served as the Chief Executive Officer of Credit Karma, a consumer finance company that he founded and that was acquired by Intuit in 2020. He previously founded Multilytics Marketing, a data driven marketing agency and has served as a member of the board of trustees of Boston University since December 2021. Mr. Lin holds a B.A. in Economics and Mathematics from Boston University and was selected to join the Aspen Institute’s Henry Crown Fellows in 2018. We believe that Mr. Lin is qualified to serve as a member of our Board due to his extensive leadership, technology and internet company experience.

  14. Melanie Whelan

    Melanie Whelan Ms. Whelan has served as a member of our Board since January 2025. Ms. Whelan has served as Advisory Partner at Summit, a growth equity investment firm, since January 2025. Before that from June 2020 to December 2024, Ms. Whelan served as Managing Director at Summit Partners, and from January to June 2020, as an Executive in Residence. Previously, from June 2015 to November 2019, Ms. Whelan served as Chief Executive Officer of SoulCycle Inc., an indoor cycling fitness company, and before that as Chief Operating Officer from April 2012 until May 2015. Prior to joining SoulCycle, from January 2007 to April 2012, Ms. Whelan was Vice President of Business Development at Equinox Holdings, Inc., a luxury fitness company. Prior to Equinox, she also held leadership positions with Virgin Management, where she was on the founding team of Virgin America, and with Starwood Hotels & Resorts, a hospitality company. Ms. Whelan has also served on the board of directors of Chegg, Inc., an education technology company, since 2019, and on the Board of Trustees of Southern New Hampshire University since 2020. Ms. Whelan holds a B.A. in Engineering and Economics from Brown University. We believe that Ms. Whelan is qualified to serve as a member of our board of directors based on her extensive experience in business operations, international growth and consumer marketing.

  15. Class III Directors (terms to expire at the 2027 Annual Meeting)

    Class III Directors (terms to expire at the 2027 Annual Meeting) The current members of the Board who are Class III Directors are as follows:

  16. Class III Directors (terms to expire at the 2027 Annual Meeting)

    | Name | Age | Served as a Director Since | Position with FIGS | | Jeffrey Wilke | 58 | 2022 | Director | | Jerry Jao | 41 | 2025 | Director | | J. Martin Willhite | 54 | 2019 | Director |

  17. Class III Directors (terms to expire at the 2027 Annual Meeting)

    The principal occupations and business experience, for at least the past five years, of each Class III Director are as follows:

  18. Compensation Governance and Best Practices

    | What We Do | | What We Do Not Do | | | ✓ | Emphasize performance-based, at risk compensation. | X | Do not grant uncapped cash incentives or guaranteed equity compensation. | | ✓ | Maintain a peer group to align pay with market competitive practices. | X | Do not provide significant perquisites. | | ✓ | Emphasize the use of equity compensation to promote executive retention and reward long-term value creation. | X | Do not provide tax gross-ups in connection with severance and/or change in control payments. | | ✓ | Weight the overall pay mix towards incentive compensation for senior executives. | X | Do not have defined benefit pension plans or supplemental executive retirement plans. | | ✓ | Regular review of share utilization, dilution, and cost. | X | Do not allow hedging or pledging of stock. | | ✓ | Conduct an annual risk assessment to mitigate any compensation program-related risk reasonably likely to have a material adverse effect on the organization. | X | Do not pay dividends on unvested shares. | | ✓ | Engage an independent compensation consultant to advise our Compensation Committee. | | | | ✓ | Maintain a clawback policy for recovery of erroneously awarded incentive compensation from executive officers. | | |

  19. Role of Compensation Consultant

    Role of Compensation Consultant Since 2022, our Compensation Committee has engaged Pay Governance as an independent compensation consultant to provide executive compensation advisory services, help evaluate our compensation philosophy and objectives, and provide guidance in administering our executive compensation program and selecting our compensation peer group composition. The Compensation Committee has evaluated Pay Governance’s independence pursuant to the requirements of NYSE and SEC rules and has determined that Pay Governance does not have any conflicts of interest in advising the Compensation Committee. Pay Governance did not provide any other services to the Company in 2024 beyond those pursuant to its engagement by the Compensation Committee. In consultation with Pay Governance, in May 2023 our Compensation Committee reviewed benchmarking information representative of a group of similarly situated peer companies to inform fiscal year 2024 pay decisions. Recognizing that FIGS has few direct competitors, we aim to select peers that meet some or all of the following criteria: •Similar in size, primarily revenue and market capitalization •Similar scope, complexity and brand affinity as FIGS •Operating e-commerce and direct to consumer business models •Operating in apparel industries •At similar life cycle stage and operating in similar geographies In May 2023, the Compensation Committee reviewed the existing peer group and determined not to make any changes to the peer group it had used to review our executive compensation program designs and pay levels for 2023 compensation. The following companies were used to review our executive compensation program designs and pay levels for 2024: •AllBirds, Inc. •Beyond Meat, Inc. •Bumble, Inc. •Canada Goose Holdings Inc. •Chewy, Inc. •Etsy, Inc. •Freshpet, Inc. •GoodRx Holdings, Inc. •Peloton Interactive, Inc. •Poshmark, Inc. •Revolve Group, Inc. •Stitch Fix, Inc. •The Honest Company, Inc. •The RealReal, Inc. •Warby Parker Inc. •YETI Holdings, Inc. As of May 2023, as compared to such peer group, we were at the 23rd percentile for revenues for the preceding four quarters, the 28th percentile for 30-day average market cap, 58th percentile for EBITDA and 83rd percentile for one year revenues growth. In making compensation decisions for the NEOs, the Compensation Committee reviews analysis of data derived from members of our peer group and, with respect to all full-time permanent employees other than the NEOs, also utilized survey data provided by Radford. For 2024, the Compensation Committee used these analyses to help ensure that our executive compensation program is competitive, by considering market data and using comparable positions at companies with which we compete for talent as a reference point for individual compensation decisions. While the Compensation Committee does not establish compensation levels solely based on a review of competitive data or benchmark to any particular level, it believes such data is a useful tool in its deliberations as our compensation policies and practices must be competitive in the marketplace for us to be able to attract, motivate and retain qualified executive officers. In October 2024, the Compensation Committee further reviewed the compensation peer group in consultation with Pay Governance. The Compensation Committee removed Poshmark due to its acquisition, and AllBirds, Beyond Meat, Bumble, Chewy, Freshpet, GoodRx and Peloton for one or more of the following reasons: not meeting the defined size or profitability criteria, or being in an industry deemed less relevant for FIGS. The Compensation Committee added Book Barn Holdings, Inc., e.l.f. Beauty, Inc., J. Jill, Inc., Movado Group, Inc., On Holding AG and The Buckle, Inc. based on the criteria described above and to shift our focus from technology companies to apparel and other retail companies. The updated peer group is being used to review our executive compensation program design and pay levels for 2025.

  20. Elements of Compensation

    Elements of Compensation The primary elements of our NEOs’ compensation and the main objectives of each are: •Base Salary. Base salary attracts and retains talented executives, recognizes individual roles and responsibilities, and provides stable income. •Annual Performance-Based Cash Incentive Compensation. Annual performance bonuses encourage focus on performance objectives and reward executives for their contributions toward achieving those objectives. •Equity-Based Long-Term Incentive Compensation. Equity compensation, provided in the form of stock options and RSUs, aligns executives’ interests with our stockholders’ interests and emphasizes long-term financial and operational performance. We provide both new-hire equity grants and annual equity grants for our executive officers, including our NEOs. We believe awarding annual equity grants aligns with market practice, reduces the impact of stock price volatility and drives retention of our executive officers through long-term vesting. The vast majority of our Chief Executive Officer’s target annual compensation for 2024 is in the form of compensation that is variable or “at-risk,” and dependent upon our financial and operating performance, individual performance factors and the value of our stock price. The at-risk elements of our compensation program for fiscal year 2024 include (i) our 2024 Bonus Program and (ii) annual equity-based long term incentive award grants, in the form of RSU awards. Our Chief Executive Officer’s target total annual compensation opportunity for fiscal year 2024 is set forth below:(1) (1) Generally, the vast majority of the target annual compensation of our other NEOs, in addition to our Chief Executive Officer, is also “at-risk.” In 2024, however, the compensation of our other NEOs, with the exception of Ms. Hasson, was atypical, as Ms. Oughtred and Ms. Turenshine each served as Chief Financial Officer for only a portion of the year, and Mr. Fosty did so on an interim basis. As such, the above table only includes our Chief Executive Officer and excludes Ms. Oughtred, Mr. Fosty, Ms. Turenshine and Ms. Hasson, who does not earn a salary. * The dollar-denominated value of the long-term incentive RSU award used to calculate the percentage in this table is different from the grant-date fair value of the RSU award disclosed in our Summary Compensation Table below, because the number of RSUs underlying the award was calculated based on the 20-day average of our closing stock price ending on and including the date of the grant. In addition, our U.S.-based NEOs are eligible to participate in our health and welfare programs and our 401(k) plan on the same basis as our other employees (except for Mses. Hasson, with respect to our 401(k) plan). Ms. Oughtred resides in Canada, and therefore is not eligible to participate in our U.S.-based 401(k) plan or health and welfare programs. We also maintain severance and change in control arrangements, which aid in attracting and retaining executive talent and help executives to remain focused and dedicated during potential transition periods due to a change in control. Each of these elements of compensation for 2024 is described further below.

  21. Cash Incentive Compensation

    Cash Incentive Compensation Annual Cash Incentive Compensation Annual cash incentive compensation is an important part of our compensation philosophy that emphasizes pay for performance by aligning compensation with financial and operational achievements, incentivizing our NEOs and other bonus-eligible employees to drive operating performance that is aligned with stockholder value creation. The 2024 Bonus Program was based on achievement of the following metrics and weightings: •37.5% based on Company achievement of net revenues goals (the “Net Revenues Component”); •37.5% based on Company achievement of adjusted EBITDA margin goals (the “Adjusted EBITDA Component” and, together with the Net Revenues Component, the “Financial Performance Components”); and •25% based on individual performance (the “Individual Performance Component”). In fiscal year 2024, the following NEOs were eligible to participate in our 2024 Bonus Program at the following target bonuses:

  22. Cash Incentive Compensation

    | Named Executive Officer | Target Bonus Opportunity | | Catherine Spear | 100% of base salary | | Sarah Oughtred(1) | $127,868 | | Kevin Fosty | 25% of base salary |

  23. Cash Incentive Compensation

    (1) Pursuant to her employment agreement, Ms. Oughtred’s annual target bonus of $300,000 was prorated for her time at the Company in fiscal year 2024. As a result of her resignation, Ms. Turenshine was not eligible for a bonus for service in fiscal year 2024. The following table sets forth the threshold, target, stretch and maximum bonus opportunities established by the Compensation Committee with respect to the 2024 Bonus Program’s Net Revenues Component, Adjusted EBITDA Component and Individual Performance Component:

  24. Cash Incentive Compensation

    | Component | Weight | Minimum | Threshold | Target | Stretch | Maximum | | Net Revenues | 37.5% | - | $545.6M | $592M | $611.5M | $796.6M | | Adjusted EBITDA Margin | 37.5% | - | 11.8% | 13.0% | 13.6% | 15% | | Individual Performance | 25% | “Below Target” | - | “On Target” | - | “Above Target” | | Percentage Payout of Component Target Opportunity | | 0% | 50% | 100% | 115% | 200% |

  25. Cash Incentive Compensation

    The following table sets forth the actual achievement of the Net Revenues Component and Adjustment EBITDA Component for 2024:

  26. Cash Incentive Compensation

    | Component | Actual Achievement | Actual Percentage Achievement of Component Target Opportunity | | Net Revenues | $562.6M(1) | 68.6% | | Adjusted EBITDA Margin(2) | 9.4% | 0% | | Average of Financial Performance Components | | 34.3% |

  27. Cash Incentive Compensation

    (1) For purposes of the 2024 Bonus Program, net revenues is calculated as net revenues as determined under GAAP, adjusted to disregard the impact of an accounting reclassification related to duty subsidies. (2) For purposes of the 2024 Bonus Program, adjusted EBITDA margin is a non-GAAP measure as defined in the section titled “Non-GAAP Financial Measures and Key Operating Metrics” in the Appendix. The following table sets forth the actual achievement by our bonus-eligible NEOs of the Individual Performance Component of the 2024 Bonus Program:

  28. Cash Incentive Compensation

    | Named Executive Officer | Actual Percentage Achievement of Component Target Opportunity(1) | | Catherine Spear | 100% | | Sarah Oughtred | 100% | | Kevin Fosty | 100% |

  29. Cash Incentive Compensation

    (1) As further discussed below, each of Mses. Spear and Oughtred and Mr. Fosty achieved 100% of their respective Individual Performance Component targets. However, in order to better align bonus achievements with the broader financial performance of the Company, the Compensation Committee determined to cap the payout under the 2024 Bonus Program for all employees VP and senior at the average percentage achievement of Financial Performance Components, which was 34.3%. In determining the achievement of Ms. Spear’s Individual Performance Component target, the Compensation Committee considered both the overall financial and operational performance of the Company, as well as Ms. Spear’s commitment to continuous improvement and excellence, and focus on team performance to drive longer-term success. Based on its review, the Compensation Committee recommended to the independent directors of the Board, and the independent directors of the Board determined, that the Individual Performance Component of Ms. Spear’s bonus was achieved at 100% and would be paid out at the level shown in the table above. In determining the achievement of Ms. Oughtred’s Individual Performance Component target, the Compensation Committee considered the recommendation from Ms. Spear and Ms. Oughtred’s overall performance across key strategic goals since her appointment. In particular, the Compensation Committee recognized Ms. Oughtred’s role in driving the Company’s above-target net revenues results and her leadership in helping further develop the Company’s strategic plans, as well as her role in further strengthening the Company’s finance and accounting team. Based on its review, the Compensation Committee determined that the Individual Performance Component of Ms. Oughtred’s bonus was achieved at 100% and would be paid out at the level shown in the table above Because Mr. Fosty was not an executive officer at the time individual performance was assessed, our Chief Executive Officer conducted the assessment. In determining the achievement of Mr. Fosty’s Individual Performance Component target, the Chief Executive Officer considered Mr. Fosty’s overall performance, in particular, Mr. Fosty’s service as Interim Chief Financial Officer. Based on this review, she determined that the Individual Performance Component of Mr. Fosty’s bonus was achieved at 100% and would be paid out at the level shown in the table above. Based on the Company’s achievement of the Financial Performance Components, and the achievement by the NEOs’ of the Individual Performance Component, the bonus-eligible NEOs achieved the following percentages of their applicable target bonus opportunities:

  30. Cash Incentive Compensation

    | Named Executive Officer | Actual Percentage Payout of Target Bonus Opportunity | | Catherine Spear | 34.3% | | Sarah Oughtred | 34.3% | | Kevin Fosty | 34.3% |

  31. Cash Incentive Compensation

    The NEOs’ 2024 annual bonus payments are set forth in the columns titled “Bonus” and “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table below. Interim Chief Financial Officer Cash Incentive Award In connection with his role as Interim Chief Financial Officer, Mr. Fosty was eligible for to receive up to three one-time bonuses, as follows: (i) a one-time bonus of $20,000 to be paid on June 14, 2024, (ii) a one-time bonus of $20,000 to be paid on the Company’s next regular payroll pay date following written acceptance by a permanent Chief Financial Officer of an offer to join the Company, and (iii) a one-time bonus of $20,000 to be paid on the Company’s next regular payroll pay date following October 1, 2024, if no permanent Chief Financial Officer has accepted an offer to join the Company by such date. Mr. Fosty received the first two one-time bonuses, totaling $40,000, which are set forth in the column titled “Bonus” in the Summary Compensation Table below. He was not eligible to receive the third bonus, because Ms. Oughtred joined the Company before October 1, 2024.

  32. Equity-Based Long-Term Incentive Awards

    Equity-Based Long-Term Incentive Awards We view equity-based compensation as a critical component of our balanced total compensation program. Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns the interests of executives with those of our stockholders. Our Compensation Committee believes it is essential to provide equity-based compensation to our executive officers in order to link the interests and risks of our executive officers with those of our stockholders, reinforcing our commitment to ensuring a strong linkage between company performance and pay. 2024 Awards We issue new-hire and annual equity awards to eligible executive level employees to align with common market practice, reduce the impact of stock price volatility, and help ensure employees held sufficient outstanding and unvested equity incentives on a continuous basis. Annual grants provide the Chief Executive Officer and the Compensation Committee a chance to review grants annually and ensure grant values are aligned with individual performance and competitive with the external market data. The following table sets forth equity awards issued to our NEOs in 2024:

  33. Equity-Based Long-Term Incentive Awards

    | Named Executive Officer | Restricted Stock Unit Value(1) | Number of Restricted Stock Units | | Catherine Spear(2) | $3,900,000 | 652,174 | | Sarah Oughtred(3) | $4,000,000 | 656,815 | | Kevin Fosty(4) | $250,000 | 44,770 |

  34. Equity-Based Long-Term Incentive Awards

    (1) The number of RSUs underlying each award was calculated based on the 20-day average of our closing stock price ending on and including the date of the grant. As such, the dollar-denominated value set forth in this table may be different from the grant-date fair value of the RSU award disclosed in our Summary Compensation Table below. (2) In March 2024, our Board granted an award of RSUs with a value of $3,900,000 to Ms. Spear pursuant to our annual equity grant practices. The RSU award vests in equal quarterly installments over a four-year period, subject to continued employment. In determining the amount and form of this award, the Compensation Committee and Board considered market data provided by Pay Governance, annual grants made to chief executive officers within our peer group, individual performance, and the vested and unvested equity awards held by Ms. Spear. (3) In connection with Ms. Oughtred’s appointment as Chief Financial Officer on August 12, 2024, the Compensation Committee granted an award of RSUs with a value of $4,000,000 to Ms. Oughtred. The RSU award vests as to 25% of the shares of Class A common stock underlying the RSU award on August 1, 2025, and in equal installments each quarter over the following three-year period, subject to continued employment. In determining the amount and form of this award, the Compensation Committee considered market data provided by Pay Governance, the importance of hiring an individual with Ms. Oughtred’s skills and recent experience as a finance leader at a publicly traded apparel company and levels of annual compensation for chief financial officers among our peer group (4) In March 2024 (and prior to Mr. Fosty’s appointment as Interim Chief Financial Officer), the Management Designees granted an award of RSUs with a value of $150,000 to Mr. Fosty pursuant to our annual equity grant practices and Equity Grant Policy. In addition, in May 2024, the Compensation Committee approved a one-time grant of RSUs with a value of $100,000 to Mr. Fosty in connection with his appointment as Interim Chief Financial Officer. Each of the RSU awards vests in equal quarterly installments over a four-year period, subject to continued employment. For more information regarding equity awards granted to the NEOs in 2024, see “—Executive Compensation Tables—Grants of Plan-Based Awards in Fiscal 2023” below. Due to the equity awards granted to Ms. Hasson in connection with her transition to Executive Chair in 2022, the Compensation Committee determined not to grant any equity awards to her in 2024. Ms. Turenshine left the company in April 2024, and did not receive an equity grant in 2024.

  35. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements Pursuant to their respective employment agreements, each of our NEOs is entitled to certain payments and benefits in certain termination situations or upon a change in control. We believe that our severance arrangements facilitate an orderly transition in the event of changes in management. For more information about severance payments and benefits, see “—Executive Compensation Tables—Potential Payments Upon Termination or Change in Control” below.

  36. Equity Grant Policy

    Equity Grant Policy Our Compensation Committee administers the Equity Grant Policy, which provides the following: •The grant date of equity awards occurs on or after the date on which the applicable award is approved, which, to the extent reasonably practicable, is the 10th day of each month or the immediately following business day. •New hire grants made by the Management Designees to employees vest over four years from the employee’s start date. RSUs vest quarterly and options vest monthly, subject to a one-year cliff from the employee’s start date. •Annual grants made by the Management Designees to employees vest over four years from the grant date. RSUs vest quarterly and options vest monthly, subject to a one-year cliff from the employee’s start date if the annual grant occurred prior to the one-year anniversary of such employee’s start date. •Grants made by the Management Designees to consultants vest over two years from the grant date. RSUs vest quarterly, subject to a discretionary cliff that may be applied as determined by the Management Designees. The Management Designees may deviate from the foregoing suggested vesting schedule on a case-by-case basis. •The number of shares of our Class A common stock subject to options is determined by dividing the dollar-denominated value of the applicable option by the per share Black-Scholes valuation as of the applicable grant date, utilizing the same assumptions that the Company uses in preparation of its financial statements. •The number of shares of our Class A common stock subject to RSUs is determined by dividing the dollar-denominated value of the applicable RSU award by the average closing price of our Class A common stock over the 20-trading day period ending on (and including) the applicable grant date. In addition, pursuant to the Equity Grant Policy, option awards may not be granted four days before or one day after the filing of any Form 10-Q, 10-K or an 8-K with material non-public information. We do not grant equity awards in anticipation of the release of material non-public information, and we do not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. During fiscal year 2024, the Company did not grant any stock options, SARs or any similar awards with “option-like” features to the NEOs.

  37. “Golden Parachute” Payments

    “Golden Parachute” Payments Sections 280G and 4999 of the Code provide that certain executive officers and other service providers who are highly compensated or hold significant equity interests may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that we, or a successor, may forfeit a tax deduction on the amounts subject to this additional tax. While the Compensation Committee may take the potential forfeiture of such tax deduction into account when making compensation decisions, it will award compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not deductible by us. We do not provide any tax gross-ups to cover excise taxes under Section 4999 in connection with a change in control.

  38. Accounting for Share-Based Compensation

    Accounting for Share-Based Compensation We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718, (“ASC Topic 718”), for our share-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options and RSUs, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our NEOs may never realize any value from their awards.

  39. Summary Compensation Table

    Summary Compensation Table The following table contains information about the compensation earned by each of our NEOs during the years ended December 31, 2022, 2023 and 2024. The dollar amounts shown are in U.S. dollars.

  40. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Compensation Plan ($)(3) | All Other Compensation ($)(4) | Total ($) | | Catherine Spear Chief Executive Officer | 2024 | 1,000,000 | 85,700 | 3,606,522 | -- | 257,100 | 20,742 | 4,970,064 | | | 2023 | 1,000,000 | 192,600 | 3,449,132 | 3,000,002 | 723,750 | 22,851 | 8,388,335 | | | 2022 | 1,000,000 | -- | -- | -- | -- | 40,737 | 1,040,737 | | Heather Hasson Executive Chair | 2024 | -- | -- | -- | -- | -- | 42 | 42 | | | 2023 | -- | -- | -- | -- | -- | 351 | 351 | | | 2022 | 593,956 | -- | 11,320,485 | 13,603,183 | -- | 43 | 25,517,667 | | Sarah Oughtred Chief Financial Officer(5) | 2024 | 209,833 | 10,996 | 4,172,142 | -- | 32,988 | -- | 4,425,959 | | Kevin Fosty Former Interim Chief Financial Officer(6) | 2024 | 304,250 | 46,519 | 256,831 | -- | 19,556 | 18,297 | 645,453 | | Daniella Turenshine Former Chief Financial Officer(7) | 2024 | 153,846 | -- | -- | -- | -- | 24,574 | 178,420 | | | 2023 | 500,000 | 72,225 | 862,285 | 750,002 | 217,125 | 22,851 | 2,424,488 | | | 2022 | 500,000 | -- | -- | -- | -- | 18,138 | 518,138 |

  41. Summary Compensation Table

    __________________ (1) Amounts represent (i) bonuses earned by our NEOs based on individual performance under the Individual Performance Component of our 2024 Bonus Program and (ii) for Mr. Fosty, two bonuses related to his service as Interim CFO. For a description of the 2024 Bonus Program, see “—Compensation Discussion and Analysis—Elements of Compensation—Cash Incentive Compensation” above. (2) Amounts reflect the full grant-date fair value of RSU awards and stock options granted during the applicable fiscal year computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards made to our NEOs in 2024 in Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. For Ms. Oughtred, the amount includes the incremental fair value of $992,115 resulting from a modification to the vesting schedule of her new-hire equity grant, which was made to correct a scrivener’s error in the vesting commencement date provided for in the Compensation Committee’s initial approval. (3) Amounts represent bonuses earned by our NEOs based on the Company’s achievement of pre-established financial metrics under the Financial Performance Components of our 2024 Bonus Program. For a description of the 2024 Bonus Program, see “—Compensation Discussion and Analysis—Elements of Compensation—Cash Incentive Compensation” above. (4) Amount for 2024 includes (i) for Ms. Spear, 401(k) match in the amount of $20,700 and Company-paid life insurance premiums; (ii) for Ms. Hasson, Company-paid life insurance premiums; (iii) for Mr. Fosty, 401(k) match in the amount of $18,255 and Company-paid life insurance premiums; and (iv) for Ms. Turenshine, 401(k) match in the amount of $23,000, consulting fees for advisory services provided to the Company on an hourly basis following her termination of employment and Company-paid life insurance premiums. (5) On June 7, 2024, Ms. Oughtred was appointed by our Board as Chief Financial Officer, effective as of August 9, 2024. From July 29, 2024 to August 9, 2024, Ms. Oughtred was employed as an Advisor. As a result, amounts for Ms. Oughtred reflect a partial year of service. Ms. Oughtred’s salary was converted from Canadian dollars to U.S. dollars for this table using the Bank of Canada’s average exchange rate for fiscal year 2024 of CDN$1.00 to USD$0.73. Ms. Oughtred’s payouts under the Individual Performance Component and Financial Performance Components of our 2024 Bonus Program were converted from Canadian dollars to U.S. dollars for this table using the Bank of Canada’s exchange rate on the date of payment of CDN$1.00 to USD$0.70. (6) Mr. Fosty served as Interim Chief Financial Officer from April 12, 2024 to August 9, 2024, on which date he assumed his previous role of VP, Controller. (7) Ms. Turenshine resigned from her position as Chief Financial Officer, effective as of April 12, 2024. As a result, amounts for Ms. Turenshine reflect a partial year of service. Following her resignation, Ms. Turenshine served as a consultant to the Company from April 13, 2024 to May 15, 2024.

  42. Grants of Plan-Based Awards in Fiscal Year 2024

    Grants of Plan-Based Awards in Fiscal Year 2024 The following table provides supplemental information relating to grants of plan-based awards made during fiscal year 2024 to help explain information provided above in our Summary Compensation Table.

  43. Grants of Plan-Based Awards in Fiscal Year 2024

    | Name | Grant Date | Approval Date(1) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | | Threshold ($) | Target ($) | Stretch ($) | Maximum ($) | | | | Catherine Spear | N/A | N/A | 375,000 | 750,000 | 862,500 | 1,500,000 | | | | | 3/4/2024(4) | 2/26/2024 | | | | | 652,174 | 3,606,522 | | Sarah Oughtred | N/A | N/A | 47,951 | 95,902 | 110,287 | 191,803 | | | | | 8/12/2024(5) | 6/7/2024 | | | | | 656,815 | 4,170,775 | | Kevin Fosty | N/A | N/A | 28,523 | 57,047 | 65,603 | 114,093 | | | | | 3/4/2024(4) | 2/26/2024 | | | | | 25,084 | 138,715 | | | 5/14/2024(6) | 5/9/2024 | | | | | 19,686 | 118,116 |

  44. Grants of Plan-Based Awards in Fiscal Year 2024

    __________________ (1) For Ms. Spear, represents the date of Board approval. For Ms. Oughtred and the May 14, 2024 grant to Mr. Fosty, represents the date of Compensation Committee approval. For the March 4, 2024 grant to Mr. Fosty, represents the date of approval by the Management Designees. (2) Amounts reflect potential payouts under the portion of our 2024 Bonus Program based on the Company’s achievement of pre-established financial metrics, assuming the Financial Performance Components of the 2024 Bonus Program were met at their respective “Threshold,” “Target,” “Stretch” and “Maximum” levels. For Ms. Oughtred, amounts reflect a pro-rata adjustment to her target bonus for the number of days of employment at the Company in 2024. As a result of her resignation, Ms. Turenshine was not eligible for, and did not receive, a bonus for service in 2024. For more information about the 2024 Bonus Program, see “—Compensation Discussion and Analysis—Elements of Compensation—Cash Incentive Compensation” above. (3) Amounts reflect the grant-date fair value in accordance with ASC Topic 718. We provide information regarding the assumptions used to calculate these values in Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. For Ms. Oughtred, the amount includes the incremental fair value of $992,115 resulting from an immaterial modification to the vesting schedule of her new-hire equity grant, which was made to correct a scrivener’s error in the vesting commencement date provided for in the Compensation Committee’s initial approval. (4) Represents the grant of RSUs that vests as to 1/16th of the shares of Class A common stock underlying the RSUs on July 1, 2024 and as to 1/16th of the shares of Class A Common Stock underlying the RSUs on each quarterly anniversary thereafter. (5) Represents the grant of RSUs that vests as to 25% of the shares of Class A common stock underlying the RSU award on the one-year anniversary of August 1, 2024, and in equal quarterly installments over the following three year period. (6) Represents the grant of RSUs that vests as to 1/16th of the shares of Class A common stock underlying the RSUs on August 1, 2024 and as to 1/16th of the shares of Class A Common Stock underlying the RSUs on each quarterly anniversary thereafter.

  45. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  46. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table summarizes the number of shares of common stock underlying incentive plan awards for each NEO as of December 31, 2024. As a result of her resignation earlier in the year, Ms. Turenshine had no awards outstanding as of December 31, 2024 and so she is not included in the table. Unless otherwise specified, each equity award listed in the following table was granted under the Company’s 2021 Equity Incentive Award Plan (“2021 Plan”) and covers our Class A common stock. Shares underlying equity awards identified by an asterisk in the following table held by Mses. Hasson and Spear are exchangeable for Class B common stock pursuant to the Equity Award Exchange Agreement (as defined below in the section of this Proxy Statement titled “Certain Relationships and Related Person Transactions”). The market value of unvested RSUs in the following table are based on a closing price of our Class A common stock on December 31, 2024, the last trading day of the last completed fiscal year, of $6.19 per share.

  47. Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Grant Date | Option Awards | | | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Catherine Spear | 02/22/2018(1)*† | 7,695,000 | — | 0.86 | 02/21/2028 | — | — | | | 06/27/2018(2)*† | 900,000 | — | 1.37 | 06/26/2028 | — | — | | | 09/16/2020(3)* | 8,700,648 | 1,535,412 | 5.10 | 09/15/2030 | — | — | | | 05/26/2021(4) | 651,357 | 75,740 | 22.00 | 05/25/2031 | — | — | | | 06/01/2021(5) | — | — | — | — | 21,306 | 131,884 | | | 05/09/2023(6) | 329,861 | 503,473 | 7.91 | 05/8/2033 | — | — | | | 05/09/2023(7) | — | — | — | — | 299,783 | 1,855,657 | | | 03/04/2024(7) | — | — | — | — | 570,653 | 3,532,342 | | Heather Hasson | 02/22/2018(1)*† | 313,336 | — | 0.86 | 02/21/2028 | — | — | | | 06/27/2018(2)*† | 900,000 | — | 1.37 | 06/26/2028 | — | — | | | 09/16/2020(3)*† | 10,236,060 | — | 5.10 | 09/15/2030 | — | — | | | 05/26/2021(4) | 651,357 | 75,740 | 22.00 | 05/25/2031 | — | — | | | 06/01/2021(5) | — | — | — | — | 14,205 | 87,929 | | | 08/09/2022(8) | 2,863,828 | — | 11.79 | 08/08/2032 | — | — | | Sarah Oughtred | 08/12/2024(9) | — | — | — | — | 656,815 | 4,065,685 | | Kevin Fosty | 04/28/2021(10) | 8,250 | 750 | 11.17 | 04/27/2031 | — | — | | | 05/26/2021(11) | 4,374 | 625 | 22.00 | 05/25/2031 | — | — | | | 06/01/2021(7) | — | — | — | — | 98 | 607 | | | 03/11/2022(11) | 6,105 | 2,776 | 16.54 | 03/10/2032 | — | — | | | 03/11/2022(7) | — | — | — | — | 1,268 | 7,849 | | | 03/16/2023(11) | 18,434 | 23,701 | 5.91 | 03/15/2033 | — | — | | | 03/16/2023(7) | — | — | — | — | 9,507 | 58,848 | | | 03/04/2024(7) | — | — | — | — | 21,949 | 135,864 | | | 05/14/2024(7) | — | — | — | — | 17,226 | 106,629 |

  48. Outstanding Equity Awards at Fiscal Year-End Table

    * Following the exercise of this option, the resulting shares of Class A common stock may be exchanged at a 1:1 ratio for shares of the Company’s Class B common stock at the election of the holder pursuant to the Equity Award Exchange Agreement. † The option is fully vested. (1) This option was granted under the Company’s Amended 2016 Equity Incentive Plan (the “2016 Plan”) and vested and became exercisable as to 1/48th of the total number of shares of Class A common stock underlying the option on each monthly anniversary of the vesting commencement date. (2) This option was granted under the 2016 Plan and vested and became exercisable as to 1/48th of the total number of shares of Class A common stock underlying the option on each monthly anniversary of the vesting commencement date. (3) This option was granted under the 2016 Plan and vests and becomes exercisable as to 1/60th of the total number of shares of Class A common stock underlying the option on each monthly anniversary of the grant date, subject to continued service through the applicable vesting date. In the event of a change in control (as defined in the 2016 Plan), 100% of the then-unvested shares subject to the option will accelerate and vest immediately prior to the change in control. If the executive’s service terminates due to a termination by us without “cause” or by the executive for “good reason,” or due to death or “disability” (each, as defined in the applicable executive’s amended and restated employment agreement), then 100% of the then-unvested shares subject to the option will accelerate and vest. The vesting of the option held by Ms. Hasson was accelerated in connection with our IPO. (4) This option vests and becomes exercisable as to 1/48th of the total number of shares of Class A common stock underlying the option on each monthly anniversary of the grant date, subject to continued service through the applicable vesting date. If the executive’s service terminates due to a termination by us without “cause” or by the executive for “good reason,” or due to death or “disability” (each, as defined in the applicable executive’s amended and restated employment agreement), then 100% of the then-unvested shares subject to the option will accelerate and vest. (5) This RSU award vests as to 1/16th of the total number of shares of Class A common stock underlying the RSU award on each quarterly anniversary of the vesting commencement date, subject to continued service through the applicable vesting date. If the executive’s service terminates due to a termination by us without “cause” or by the executive for “good reason,” or due to death or “disability” (each, as defined in the applicable executive’s amended and restated employment agreement), then 100% of the then-unvested shares subject to the RSU award will accelerate and vest. (6) This option vests and becomes exercisable as to 1/48th of the total number of shares of Class A common stock underlying the option on each monthly anniversary of the grant date, subject to continued service through the applicable vesting date. If Ms. Spear’s service terminates due to a termination by us without “cause” or by her for “good reason,” or due to death or “disability” (each, as defined in Ms. Spear’s amended and restated employment agreement), then 100% of the then-unvested shares subject to the option will accelerate and vest. (7) This RSU award vests as to 1/16th of the total number of shares of Class A common stock underlying the RSU award on each quarterly anniversary of the vesting commencement date, subject to continued service through the applicable vesting date. Solely with respect to the RSUs granted to Ms. Spear, if Ms. Spear’s service terminates due to a termination by us without “cause” or by her for “good reason,” or due to death or “disability” (each, as defined in Ms. Spear’s amended and restated employment agreement), then 100% of the then-unvested shares subject to the RSU award will accelerate and vest. (8) This option vested and became exercisable in 29 substantially equal installments on each monthly anniversary of August 4, 2022 (with the last installment vesting on December 31, 2024). (9) This RSU award vests as to 25% of the shares of Class A common stock underlying the RSU award on the one-year anniversary of the vesting commencement date, and in equal quarterly installments over the following three year period, subject to continued service through the applicable vesting date. If Ms. Oughtred’s employment is terminated by us without “cause” or by her for “good reason,” in either case, within 12 months following a “change in control” (as defined in the 2021 Plan), then 100% of the then-unvested shares subject to the RSU award will vest in full. (10) This option vests as to 25% of the shares of Class A common stock underlying the option on the one-year anniversary of the vesting commencement date, and as to 1/48th of the total number of shares of Class A common stock underlying the option on each monthly anniversary of vesting commencement date, subject to continued service through the applicable vesting date. (11) This option vests and becomes exercisable as to 1/48th of the total number of shares of Class A common stock underlying the option on each monthly anniversary of the vesting commencement date, subject to continued service through the applicable vesting date.

  49. Option Exercises and Stock Vested in Fiscal Year 2024

    Option Exercises and Stock Vested in Fiscal Year 2024

  50. Option Exercises and Stock Vested in Fiscal Year 2024

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Catherine Spear | — | — | 184,587 | 1,096,901 | | Heather Hasson | — | — | 508,498 | 2,922,060 | | Sarah Oughtred | — | — | — | — | | Kevin Fosty | — | — | 10,437 | 63,366 | | Daniella Turenshine | 80,262 | 378,837 | 31,020 | 160,996 |

  51. Option Exercises and Stock Vested in Fiscal Year 2024

    __________________ (1) Represents the gross number of shares acquired upon vesting of RSUs, without taking into account any shares withheld or sold to satisfy applicable tax obligations. (2) Amounts are calculated by multiplying the number of shares vested by our closing stock price on the vesting date.

  52. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control As referenced above, we are party to employment agreements with each of our NEOs which provide for severance payments and benefits in the event the NEO is terminated without “cause” or resigns for “good reason.” These severance payments are enhanced if the qualifying termination occurs: (i) for Mses. Spear and Hasson, within three months prior to or 12 months following a change in control, or (ii) for Ms. Oughtred, within 12 months following a change in control. Additionally, each of Mses. Spear’s and Hasson’s employment agreements provides for accelerated vesting of certain equity awards if the executive’s employment is terminated due to death or disability, or if a change in control of the Company occurs (regardless of whether the executive experiences a termination). We are also party to cash sale bonus letter agreements with each of Mses. Spear and Hasson that provide for payment in connection with a qualifying change in control. The benefits payable to our NEOs pursuant to these arrangements are described in detail below. Pursuant to Ms. Spear’s amended and restated employment agreement, if her employment is terminated by us without “cause” or by Ms. Spear for “good reason” during the period beginning three months prior to and ending 12 months following a “change in control” (each, as defined in her amended and restated employment agreement), Ms. Spear will receive the following severance payments and benefits: (i) continued payments of base salary for 24 months following the date of termination, (ii) 100% accelerated vesting and exercisability of all outstanding equity awards held by her, (iii) a lump-sum amount equal to 200% of the cost of 18 months of COBRA premiums and (iv) a pro-rated target bonus for the year in which the termination occurs and an amount equal to 200% of Ms. Spear’s target bonus for the year in which the termination occurs. If Ms. Spear’s employment is terminated by us without “cause” or by Ms. Spear for “good reason” not within the change in control period described above, Ms. Spear will receive the severance payments and benefits set forth in items (i) through (iii) above. The severance payments and benefits described above are subject to Ms. Spear’s execution of a release of claims against us and continued compliance with the restrictive covenants set forth in her amended and restated employment agreement. Additionally, if Ms. Spear’s employment is terminated due to death or disability, Ms. Spear will receive 100% accelerated vesting (and exercisability, if applicable) of all outstanding equity awards held by her. Further, if a change in control of the Company occurs, Ms. Spear will receive 100% accelerated vesting (and exercisability, if applicable) of all outstanding equity awards granted prior to our IPO (excluding the awards granted to Ms. Spear in connection with our IPO). Additionally, Ms. Spear is party to a cash sale bonus letter agreement. This letter agreement provides that upon the occurrence of a sale of our company in which the implied equity valuation of our company is equal to or greater than $400 million and either (i) the cash consideration actually received by our stockholders is equal to or greater than $400 million or (ii) the cash consideration actually received by our stockholders is equal to or greater than $300 million and the sum of such cash consideration plus any publicly traded equity securities actually received by our stockholders is equal to or greater than $400 million, and, in either case, provided that such sale qualifies as a change in control event under Section 409A of the Code (a “Qualifying Cash Sale”), Ms. Spear will be eligible to earn a transaction bonus equal $3,750,000, paid in a single lump sum within ten days following the Qualifying Cash Sale. Ms. Spear need not be employed or engaged by our company on the date of the Qualifying Cash Sale in order to receive the bonus.

  53. Estimated Potential Payments

    Estimated Potential Payments The following table summarizes the payments that would be made to our NEOs (except Ms. Turenshine) upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2024. Ms. Turenshine resigned from her position as Chief Financial Officer, effective as of April 12, 2024. She was neither entitled to, nor received, any severance benefits in connection with her resignation. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination or (ii) other benefits earned or accrued by the NEO during her employment that are available to all salaried employees, such as accrued vacation.

  54. Estimated Potential Payments

    | Name | Benefit | Death / Disability ($) | Termination Without Cause or for Good Reason (no Change in Control) ($) | Change in Control (no Termination) ($) | Termination Without Cause or for Good Reason in Connection with a Change in Control ($) | | Catherine Spear | Cash | -- | 2,000,000 | -- | 5,000,000 | | | COBRA Premiums(1) | -- | 24,599 | -- | 24,599 | | | Restricted Stock Units Acceleration(2) | 5,519,889 | 5,519,889 | -- | 5,519,889 | | | Stock Options Acceleration(2) | 1,673,599 | 1,673,599 | 1,673,599 | 1,673,599 | | | Cash Sale Bonus(3) | -- | -- | 3,750,000 | 3,750,000 | | | Total(4) | 7,193,488 | 9,218,087 | 5,423,599 | 15,968,087 | | Heather Hasson | Cash | -- | -- | -- | -- | | | COBRA Premiums(1) | -- | 45,520 | -- | 45,520 | | | Restricted Stock Units Acceleration(2) | 87,927 | 87,927 | -- | 87,927 | | | Stock Options Acceleration(2) | -- | -- | -- | -- | | | Cash Sale Bonus(3) | -- | -- | 1,500,000 | 1,500,000 | | | Total(4) | 87,927 | 133,447 | 1,500,000 | 1,633,447 | | Sarah Oughtred | Cash(5) | -- | 250,000 | -- | 250,000 | | | COBRA Premiums(1) | -- | -- | -- | -- | | | Restricted Stock Units Acceleration(2) | -- | -- | -- | 4,065,685 | | | Stock Options Acceleration(2) | -- | -- | -- | -- | | | Total(4) | -- | 250,000 | -- | 4,315,684 | | Kevin Fosty | Cash | -- | 101,417 | -- | 101,417 | | | COBRA Premiums(1) | -- | 8,596 | -- | 8,596 | | | Restricted Stock Units Acceleration(2) | -- | -- | -- | -- | | | Stock Options Acceleration(2) | -- | -- | -- | -- | | | Total(4) | -- | 110,013 | -- | 110,013 |

  55. Estimated Potential Payments

    (1) Represents the estimated value of COBRA premium reimbursement based upon the monthly cost of such benefits to the Company as of December 31, 2024. (2) With respect to stock options, the value of equity acceleration was calculated by (i) multiplying the number of accelerated shares of common stock underlying the options by $6.19, the closing trading price of our Class A common stock on December 31, 2024, the last trading day of fiscal year 2024 and (ii) subtracting the exercise price for the options. With respect to RSUs, the value of equity acceleration was calculated by multiplying the number of accelerated RSUs by $6.19, the closing trading price of our Class A common stock on December 31, 2024. (3) Pursuant to each of the Cash Sale Bonus Letters dated February 22, 2018, by and between the Company and each of Mses. Hasson and Spear, Mses. Hasson and Spear are entitled to a lump-sum payment equal to $1,500,000 and $3,750,000, respectively, upon a Qualifying Cash Sale, as defined in the Cash Sale Bonus Letters. (4) The total amounts reported in this row may not equal the sum of amounts reflected in the preceding rows as a result of rounding to the nearest whole dollar as required by SEC rules. (5) Amounts are inclusive of any statutory payments required under the ESA.

  56. Pay Versus Performance Table

    Pay Versus Performance Table Under rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are required to disclose certain information about the relationship between the “compensation actually paid” to our NEOs and certain measures of company performance. The information that follows is provided in compliance with these rules; however, additional information regarding our compensation philosophy, the structure of our performance-based compensation programs and compensation decisions made in 2024 is described under “—Compensation Discussion and Analysis” above. Note that “compensation actually paid” does not necessarily reflect value actually realized by the NEOs. The following table sets forth both pay as reported in the Summary Compensation Table in this Proxy Statement and information concerning the “compensation actually paid” to our principal executive officers (“PEOs”) and other NEOs for each of the fiscal years ended December 31, 2021, 2022, 2023 and 2024, and our total shareholder return (“TSR”), as well as net income and net revenues for each such fiscal year:

  57. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO (Catherine Spear) ($) (in thousands)(1) | Summary Compensation Table Total for PEO (Heather Hasson) ($) (in thousands)(1) | Compensation Actually Paid to PEO (Catherine Spear) ($) (in thousands)(1)(2) | Compensation Actually Paid to PEO (Heather Hasson) ($) (in thousands)(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (in thousands) | Average Compensation Actually Paid to Non-PEO NEOs ($) (in thousands)(1)(2) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($) (in millions) | Net Revenues ($) (in millions)(4) | | | | | | | | | Total Shareholder Return ($)(3) | Peer Group Total Shareholder Return ($)(3) | | | | 2024 | 4,970 | N/A | 1,319 | N/A | 1,750 | 1,401 | 20.62 | 44.61 | 2.7 | 562.6 | | 2023 | 8,388 | N/A | 8,732 | N/A | 2,424 | 2,340 | 23.15 | 48.16 | 22.6 | 550.3 | | 2022 | 1,041 | 25,518 | (170,952) | (19,989) | 518 | (19,685) | 22.42 | 49.85 | 21.2 | 505.8 | | 2021 | 13,032 | 12,962 | 290,153 | 298,744 | 13,839 | 19,870 | 91.81 | 91.22 | (9.6) | 419.6 |

  58. Pay Versus Performance Table

    __________________ (1) On August 2, 2022, Ms. Spear was appointed by our Board as our sole Chief Executive Officer and Ms. Hasson was appointed as Executive Chair of the Board. (2) Amounts represent “compensation actually paid” to our PEO and the average “compensation actually paid” to our remaining NEOs for the relevant fiscal year, each computed in accordance with Item 402(v) of Regulation S-K, which includes the individuals indicated in the table below for the fiscal years listed:

  59. Pay Versus Performance Table

    | Year | PEO(s) | Non-PEO NEO(s) | | 2024 | Catherine Spear | Sarah Oughtred, Kevin Fosty and Daniella Turenshine | | 2023 | Catherine Spear | Daniella Turenshine | | 2022 | Catherine Spear and Heather Hasson | Daniella Turenshine | | 2021 | Catherine Spear and Heather Hasson | Daniella Turenshine and Jeffrey D. Lawrence |

  60. Pay Versus Performance Table

    Although we have voluntarily included Heather Hasson in this Proxy Statement as an NEO for the fiscal year ended December 31, 2024, we have excluded her from the calculations applicable to our non-PEO NEOs in the above table for the fiscal years ended December 31, 2023 and 2024 because she was not a “named executive officer” under SEC regulations. The dollar amounts in this “compensation actually paid” column do not reflect the amount of compensation actually realized by our NEOs during the applicable year. As shown in the following table, to calculate “compensation actually paid,” Item 402(v) of Regulation S-K requires us to begin with the dollar amounts in the “total” column of the Summary Compensation Table appearing earlier in this Proxy Statement, and make adjustments for a variety of factors, including the impact of changes in the fair value of our NEOs’ previously granted equity awards, as follows:

  61. Pay Versus Performance Table

    | | 2024 | | | Adjustments | PEO ($) | Average Non-PEO NEOs ($) | | Summary Compensation Table Total | 4,970,064 | 1,749,944 | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | (3,606,522) | (1,145,619) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 3,532,342 | 1,436,059 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | 504,616 | 11,401 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | (1,554,651) | (8,083) | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | (2,526,556) | (40,781) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | — | (932,294) | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | — | — | | Increase based on Incremental Fair Value of Awards Modified during Applicable FY | — | 330,705 | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY | — | — | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | — | — | | Compensation Actually Paid amounts (as calculated) | 1,319,293 | 1,401,332 |

  62. Pay Versus Performance Table

    The fair values of unvested and outstanding equity awards to our NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the 2021, 2022, 2023 and 2024 fiscal years. Fair values as of each measurement date were determined using valuation assumptions and methodologies (including volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant in accordance with ASC Topic 718, except for the remeasurement of stock options. The grant-date fair values of stock options were estimated using Black-Scholes. Subsequent stock option valuations at the end of each fiscal year and as of each vest date are performed using the a lattice valuation model due to a change in the expected term of out-of-the-money options. A lattice model utilizes the contractual term of maturity of each stock option, and assumes the holder will exercise stock options the first time the Company’s stock price exceeds a pre-defined multiple of the strike price which was determined to be 3.0x (which we believe provides a better estimate of out-of-the-money options). (3) The Company’s TSR and Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 beginning with our initial public offering in May 2021. The Peer Group reflected in the Peer Group TSR is the S&P 500 Apparel, Accessories, & Luxury Goods Index, as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 pursuant to Item 201(e) of Regulation S-K. (4) For 2023 and 2024, net revenues represents net revenues, as adjusted. Net revenues, as adjusted is calculated as net revenues as determined under GAAP, adjusted to disregard the impact of an accounting reclassification related to duty subsidies.

  63. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  64. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link “compensation actually paid” to our NEOs for the fiscal year ended December 31, 2024: •net revenues; and •adjusted EBITDA margin.

  65. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing pay ratio information about the relationship of the annual total compensation of our employees and the annual total compensation of Catherine Spear, our Chief Executive Officer (“CEO”). For 2024, our last completed fiscal year: •The annual total compensation of our median employee, was $122,553; and •The annual total compensation of our CEO, as reported in the Summary Compensation Table presented above in this Proxy Statement was $4,970,064. Based on this information, for 2024 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 40.6 to 1.

  66. Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure

    Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure In determining the pay ratio calculation, we used the methodology, assumptions and estimates set forth below in determining the median employee: 1.We selected December 31, 2024, which is within the last three months of 2024, as the date upon which we would identify the median employee. 2.To determine our total employee population for purposes of the pay ratio calculation, we included all full-time and part-time employees as of December 31, 2024, excluding our CEO and any employees hired at the end of 2024 that did not receive a paycheck in 2024. 361 employees were considered for identifying the median employee. 3.For purposes of measuring the compensation of our employee population, we selected total cash compensation. Total cash compensation includes base salary, hourly pay, overtime, bonuses and commissions, as reported on our payroll records. We measured total cash compensation, excluding annual bonuses, of the employees included in the calculation over the twelve-month period ended December 31, 2024. Annual bonuses were measured as of the payment date in 2025 pursuant to the 2024 Bonus Program. 4.All measurements were conducted in U.S. dollars. Any base salary, hourly pay, overtime and commissions payments originally made in non-U.S. dollars were converted to U.S. dollars using the average exchange rate for fiscal year 2024. Any annual bonus payments originally made in non-U.S. dollars were converted to U.S. dollars using the prevailing exchange rate on the date of payment. 5.Total cash compensation for the twelve-month period ended December 31, 2024 was sourced from payroll records across all business units. The measure was consistently applied to all of our employees included in the calculation. We annualized the total cash compensation of permanent employees hired during the year. We did not make any other annualizing adjustments, and we did not make any cost-of-living adjustments in identifying the median employee. 6.Once we identified the median employee, we identified and calculated the elements of such employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $122,553. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our Summary Compensation Table included above in this Proxy Statement for Catherine Spear, our CEO as of December 31, 2024. We believe the pay ratio included in this Proxy Statement is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

  67. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  68. 2024 Director Compensation

    2024 Director Compensation The following table sets forth the compensation awarded to, earned by or paid to our non-employee directors who served on our Board during the fiscal year ended December 31, 2024, pursuant to our non-employee director compensation program and for service on special committees of the Board, each as further described below. Our co-founders Heather Hasson and Catherine Spear, who serve as our Executive Chair and Chief Executive Officer, respectively, are also members of our Board but did not receive any additional compensation for service as a director. For more information regarding the compensation paid to Mses. Hasson and Spear in 2024, see “Executive Compensation—Executive Compensation Tables—Summary Compensation Table” above.

  69. 2024 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | A.G. Lafley(2) | 50,000 | 150,000 | 200,000 | | Jeffrey Wilke(3) | 72,339 | 150,000 | 222,339 | | Kenneth Lin(4) | 70,000 | 150,000 | 220,000 | | Mario Marte(5) | 76,452 | 150,000 | 226,452 | | J. Martin Willhite | 67,500 | 150,000 | 217,500 | | Michael Soenen(6) | 30,390 | — | 30,390 | | Sheila Antrum(7) | 65,000 | 150,000 | 215,000 |

  70. 2024 Director Compensation

    __________________ (1)Amounts reflect the full grant date fair value of RSU awards granted during 2024 computed in accordance with ASC Topic 718. We provide information regarding the assumptions used to calculate the value of the RSU awards granted to our non-employee directors in Note 2 to the financial statements for the fiscal year ended December 31, 2024, included in our Annual Report on Form 10-K filed with the SEC on February 27, 2024. As of December 31, 2024, each director listed in this table, except Messrs. Lafley and Soenen, held 28,143 RSUs. As of December 31, 2024, Messrs. Lafley and Soenen held no RSUs. (2)Mr. Lafley resigned from the Board on December 31, 2024. His RSU award was forfeited as a result of his departure. (3)Mr. Wilke served as member of the Compensation Committee until May 9, 2024, and as chairperson of the Compensation Committee thereafter. Therefore, his annual retainer for Compensation Committee service was prorated accordingly. (4)Mr. Lin received a cash fee of $10,000 for his service on a special committee. (5)Mr. Marte served as member of the Audit Committee until May 9, 2024, and as interim chairperson of the Audit Committee thereafter (until the appointment of Mr. Jao as chairperson of the Audit Committee in April 2025). Therefore, his annual retainer for Audit Committee service was prorated accordingly. Mr. Marte also received a cash fee of $10,000 for his service on a special committee. (6)Mr. Soenen resigned from the Board on May 9, 2024. Amounts reflect pro-rated retainer payments. (7)Ms. Antrum received a cash fee of $10,000 for her service on a special committee. We reimburse any non-employee director for his or her reasonable out-of-pocket expenses incurred in attending Board and committee meetings.

  71. Director Compensation Program

    Director Compensation Program In connection with our IPO, our Board adopted and our stockholders approved a non-employee director compensation program (the “Director Compensation Program”). The Director Compensation Program provides for annual retainer fees and long-term equity awards for certain of our non-employee directors (each, an “Eligible Director”). The material terms of the Director Compensation Program are summarized below. The Director Compensation Program consists of the following components: