DEF 14A of Hinge Health, Inc., Apr 17, 2026

DEF 14A of Hinge Health, Inc.

Filed Apr 17, 2026 · FY20250001628280-26-025602

Open on EDGAR

  1. TABLE OF CONTENTS

    | EXECUTIVE COMPENSATION | 21 | | Summary Compensation Table | 21 | | Narrative to Summary Compensation Table | 21 | | Outstanding Equity Awards at 2025 Year-End Table | 22 | | Executive Compensation Arrangements | 24 | | EQUITY COMPENSATION PLAN INFORMATION | 25 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 26 | | REPORT OF THE AUDIT COMMITTEE | 28 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 29 | | Investors’ Rights Agreement | 29 | | Right of First Refusal | 29 | | Loans to Certain Officers and Directors | 29 | | Legal Services | 30 | | Preferred Stock Repurchase and Participation Letter | 30 | | Voting Agreement | 30 | | Other Transactions | 30 | | Director and Officer Indemnification | 31 | | Policies and Procedures for Related Person Transactions | 31 | | QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING | 32 | | OTHER MATTERS AND ADDITIONAL INFORMATION | 40 |

  2. Director Nominees for Election at Annual Meeting

    Director Nominees for Election at Annual Meeting Teddie Wardi has served as a member of our Board of Directors since November 2018. Mr. Wardi has served as a Managing Director at Insight Venture Management, LLC (“Insight”), a private investment firm, since October 2017. Mr. Wardi is also a co-founder and has served as an advisor to Icebreaker.vc, a venture capital firm, since December 2013. Prior to joining Insight, Mr. Wardi served as a partner at Atomico (UK) Partners LLP, an international investment firm, from March 2016 to October 2017. Previously, Mr. Wardi served as Vice President at Dawn Capital LLP, a private investment firm, from March 2014 to March 2016. He co-founded Nervogrid Oy, a software company acquired by ALSO Holding AG, and served as Nervogrid’s Chief Technology Officer from March 2006 to August 2012. Currently, Mr. Wardi is a member of the Board of Directors of SentinelOne, Inc., a publicly held cybersecurity company. Mr. Wardi holds an M.B.A. from Harvard Business School and a B.Sc. in Business Technology and Finance from Aalto University in Finland. We believe that Mr. Wardi is qualified to serve as a member of our Board of Directors because of his experience in the venture capital industry, including his experience with investments in healthcare and technology companies. Tyler Sloat has served as a member of our Board of Directors since March 2026. He has served as Chief Operating Officer of Freshworks Inc., a customer and employee engagement software company, since August 2024 and as its Chief Financial Officer since April 2020. From September 2010 to April 2020, Mr. Sloat served as Chief Financial Officer of Zuora Inc., a subscription service management software company. Mr. Sloat holds a B.A. in Economics from Boston College and an M.B.A. from Stanford University Graduate School of Business. He is also a registered (inactive) Certified Public Accountant in the state of California. We believe that Mr. Sloat is qualified to serve as a member of our Board of Directors because of his professional experience as a Chief Financial Officer of multiple large public companies.

  3. Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders Gabriel Mecklenburg is our co-founder and has served as our Chief Technology Officer since January 2025, the Executive Chairman of our Board of Directors since January 2021, and a member of our Board of Directors since October 2014. He also served as our Chief Operating Officer from October 2014 to January 2021. Prior to joining Hinge Health, Mr. Mecklenburg was co-founder of Marblar Limited (“Marblar”), a healthcare product development company, from June 2012 to October 2014. From December 2011 to May 2014, Mr. Mecklenburg was the Chief Operating Officer at Oxbridge Biotech Roundtable, a global biotechnology research platform. From January 2022 to April 2026, he also served on the board of directors of Digital Therapeutics, Inc., (d/b/a Pelago Health), a privately held virtual care provider focused on substance use management. Mr. Mecklenburg holds a Master’s degree in Materials Science from the University of Cambridge and an MPhil in Bioengineering from Imperial College London. We believe Mr. Mecklenburg is qualified to serve as a member of our Board of Directors because of the insight and experience he brings as our co-founder and former Chief Operating Officer. Kristina Leslie has served as a member of our Board of Directors since April 2024. Ms. Leslie previously served as Chief Financial Officer of DreamWorks Animation SKG Inc., a multimedia animation company, from 2004 to 2007. Over the past 15 years, Ms. Leslie has served on a number of public and private boards. Currently, Ms. Leslie serves as a member of the board of directors of Sunstone Hotel Investors, Inc., a publicly held lodging real estate investment trust, and Justworks, Inc., a private human resource technology company, and is the chair of the board of directors of Ascendiun, Inc., the parent company of Blue Shield of California. Previously, Ms. Leslie served on the boards of several other publicly held companies, including Rover Group, Inc. from July 2021 to February 2024, a pet care company that was public during Ms. Leslie’s tenure as director, CVB Financial Corp. from 2015 to 2022, a bank holding company, Pico Holdings Inc., a water resources and storage company, from 2009 to 2016, Orbitz Worldwide, Inc., a travel search and fare aggregator company, from 2011 to 2015, Obagi Medical Products, a skin care company, from 2012 to 2013, and Bare Escentuals Inc., a cosmetics company, from 2007 to 2010. Additionally, Ms. Leslie has previously served on the boards of several private companies, including Glassdoor Inc. from 2015 to 2018 and Methodist Hospital of Southern California from 2007 to 2013. Ms. Leslie holds an M.B.A. from Columbia Business School and a B.A. in Economics from Bucknell University. We believe that Ms. Leslie is qualified to serve as a member of our Board of Directors because of her extensive experience serving on public company boards, as well as her professional experience as Chief Financial Officer of a large public company.

  4. Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders Daniel Perez is our co-founder and has served as our Chief Executive Officer and a member of our Board of Directors since October 2014. Prior to founding Hinge Health, Mr. Perez was the co-founder and Chief Executive Officer at Oxbridge Biotech Roundtable, a global biotechnology research platform, from June 2011 to May 2016. From January 2011 to September 2014, Mr. Perez was co-founder and Chief Executive Officer of Marblar. Mr. Perez holds a B.S. in Biology from Westminster University and attended a PhD program in biochemistry at Oxford University. We believe Mr. Perez is qualified to serve as a member of our Board of Directors because of the insight and experience he brings as our co-founder and Chief Executive Officer. Elliott Robinson has served as a member of our Board of Directors since February 2020. Mr. Robinson has served as a Partner at Bessemer Venture Partners (“Bessemer”), a global venture capital and private equity firm, since March 2019. Prior to joining Bessemer, Mr. Robinson served as a partner at M12, a venture capital subsidiary of Microsoft Corporation, from November 2016 to March 2019, and as a Vice President at Georgian Partners, an investment firm, from March 2014 to October 2016. From 2006 to 2013, Mr. Robinson held roles of increasing responsibility at Syncom Venture Partners, a venture capital firm. He currently serves on the board of directors of several privately held technology, software, and artificial intelligence companies, including Coactive Systems Inc., Databook Labs, Inc., Hyper Labs, Inc., Imply Data, Inc., and Render Services, Inc. Mr. Robinson holds an M.B.A. from Columbia Business School and a B.S. in Mathematics from Morehouse College. We believe that Mr. Robinson is qualified to serve as a member of our Board of Directors because of his extensive experience as a venture capital investor and a member of the boards of directors of other technology companies.

  5. Non-Employee Director Compensation Arrangements

    Non-Employee Director Compensation Arrangements Our Compensation Committee, after considering the information, analysis and recommendation provided by our independent compensation consultant, Compensia, evaluates the appropriate level and form of compensation for non-employee members of our Board of Directors and recommends changes to our Board of Directors when appropriate. We do not pay management directors for service on our Board of Directors. Our current non-employee director compensation program is described below. In connection with our initial public offering, we adopted the Director Compensation Program, (the “Director Compensation Program”), pursuant to which our non-employee directors, excluding non-employee directors designated to serve by one of our affiliated investors, are eligible to receive cash compensation and equity awards for service on our Board of Directors. Annual Retainers. Under the Director Compensation Program, our non-employee directors are eligible to receive cash compensation as follows: •Each non-employee director receives an annual cash retainer in the amount of $40,000. •The non-employee Chairperson of our Board of Directors receives additional cash compensation in the amount of $45,000 per year for service as the Chairperson of our Board of Directors. •The Lead Independent Director receives additional cash compensation in the amount of $20,000 per year for service as the Lead Independent Director of the Board of Directors. •The chair of the Audit Committee receives additional cash compensation in the amount of $20,000 per year for service on the Audit Committee. •Each member of the Audit Committee other than the chair receives additional cash compensation in the amount of $10,000 per year for service on the Audit Committee. •The chair of the Compensation Committee receives additional cash compensation in the amount of $15,000 per year for service on the Compensation Committee. •Each member of the Compensation Committee other than the chair receives additional cash compensation in the amount of $7,500 per year for service on the Compensation Committee. •The chair of the Nominating and Corporate Governance Committee receives additional cash compensation in the amount of $10,000 per year for service on the Nominating and Corporate Governance Committee. •Each member of the Nominating and Corporate Governance Committee other than the chair receives additional cash compensation in the amount of $5,000 per year for service on the Nominating and Corporate Governance Committee. All annual cash retainers are paid quarterly in arrears not later than 30 days following the end of the applicable quarter, provided that the amount of each payment will be prorated for any portion of a quarter that a director is not serving on our Board of Directors or in a position designated to receive additional fees. Election to Receive RSUs in Lieu of Annual Retainers. Directors may elect to receive all or a portion of their cash fees in restricted stock units (“RSUs”), with each such RSU award covering a number of shares calculated by dividing (i) the amount of the annual retainer by (ii) the average per share closing trading price of our common stock over the most recent 30 trading days as of the grant date (the “30 day average price”). Such RSUs will be automatically granted on the fifth day of the month following the end of the calendar quarter to which the corresponding director fees were earned and will be fully vested on grant. Initial RSU Grant. Under the Director Compensation Program, unless otherwise provided by the Board of Directors prior to commencement of service of an applicable director, each non-employee director will automatically be granted that number of RSUs upon the director’s initial appointment or election to our Board of Directors (referred to as the “Initial Grant”), calculated by dividing (i) $400,000 by (ii) the 30 day average price. The Initial Grant will vest as to one-third of the underlying shares on each anniversary of the grant date, subject to the non-employee director’s continued service through each applicable vesting date. Annual RSU Grant. In addition, each non-employee director who (i) has been serving on the Board of Directors for six months prior to an annual meeting and (ii) will continue to service on the Board of Directors following such annual meeting will automatically be granted that number of RSUs upon each annual meeting we have (referred to as the “Annual Grant”), calculated by dividing (i) $200,000 by (ii) the 30 day average price. The Annual Grant will vest on the earlier of the first anniversary of the date of grant or the date of the next annual stockholder’s meeting to the extent unvested as of such date, subject to the non-employee director’s continued service through each applicable vesting date. All equity awards held by non-employee directors under the Director Compensation Program will vest in full upon the consummation of a Change in Control (as defined in our 2025 Incentive Award Plan (the “2025 Plan”), subject to their continued service through immediately prior to such date. Each director may elect to defer all or a portion of their RSUs they receive under the Director Compensation Program until the earliest of a fixed date properly elected by the director, the director’s termination of service, or a Change in Control.

  6. 2025 Director Compensation

    2025 Director Compensation The following table provides information for 2025 regarding all compensation awarded to, earned by, or paid to each person who served as a director for some portion, or all, of 2025, other than Mr. Perez, our Chief Executive Officer. Messrs. Perez and Mecklenburg are employees and receive no compensation for their service as directors. The compensation received by Mr. Perez as an employee is set forth in the section titled “Executive Compensation” below, and the compensation received by Mr. Mecklenburg as an employee is set forth in the following table. In addition, none of our directors who were designated to serve by one of our affiliated investors are eligible to receive any compensation under our Non-Employee Director Compensation Program. Accordingly, Messrs. Robinson, Wardi, and Blume did not receive any compensation for their service as directors in 2025.

  7. 2025 Director Compensation

    | Name | Fees earned or paid in cash ($)(1) | Stock Awards ($)(2)(5) | All Other Compensation ($) | Total ($) | | Kristina Leslie | $45,833 | $— | $— | $45,833 | | Elliott Robinson | $— | $— | $— | $— | | Teddie Wardi | $— | $— | $— | $— | | Gabriel Mecklenburg(3) | $— | $— | $500,000 | $500,000 | | Ben Blume(4) | $— | $— | $— | $— |

  8. 2025 Director Compensation

    (1)Unless a director elected to receive payment in RSUs in lieu of cash pursuant to the Director Compensation Program, the amount shown reflects the annual cash retainer for such director’s service as a member of our Board of Directors and, if applicable, chair of our Audit Committee, Compensation Committee, or Nominating and Corporate Governance Committee, membership on our Audit Committee, Compensation Committee, or Nominating and Corporate Governance Committee, or as Lead Independent Director of our Board of Directors, in each case prorated as applicable based on term of service. (2)The amounts reported in this column represent the aggregate grant date fair value of RSUs for Class A common stock granted to directors in 2025, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification, Topic 718 (“ASC 718”). These amounts reflect the accounting cost for these RSUs and do not represent the actual economic value that may be realized by the director. For information on the assumptions used to calculate the grant date fair value of the RSUs, refer to Note 9, Common Stock, Equity Incentive Plans and Stock-Based Compensation, to our consolidated financial statements included in our Annual Report. (3)Mr. Mecklenburg received an aggregate of $500,000 in compensation as an employee, consisting entirely of his base salary. He received no compensation for his services on our Board of Directors. (4)Ben Blume was a member of our Board of Directors until February 14, 2025. (5)The following table sets forth information on (a) the aggregate number of shares of our Class A common stock underlying outstanding option awards (exercisable and unexercisable) held by each director other than Mr. Perez as of December 31, 2025 and (b) the aggregate number of RSUs held by each director other than Mr. Perez as of December 31, 2025:

  9. 2025 Director Compensation

    | | Stock Awards | | Option Awards | | | | Number of Shares Underlying RSUs Granted in the Year Ended December 31, 2025 (#) | Number of Shares Underlying Unvested RSUs Held as of December 31, 2025 (#) | Number of Shares Underlying Stock Options Granted in the Year Ended December 31, 2025 (#) | Number of Shares Underlying Unexercised Stock Options (Exerciseable and Unexercisable) Held as of December 31, 2025 (#) | | Kristina Leslie (1) | — | 21,875 | — | — | | Elliott Robinson | — | — | — | — | | Teddie Wardi | — | — | — | — | | Gabriel Mecklenburg (2) (3) | — | 944,250 | — | 540,484 |

  10. 2025 Director Compensation

    ___________ (1)Consists of an RSU award for 35,000 shares of Class A common stock, granted on April 25, 2024 of which 21,875 shares remain outstanding and subject to the award as of December 31, 2025, that will fully vest on April 1, 2028, subject to the director’s continued service through such date. (2)Consists of a PRSU award for 5,193,377 shares of Class B common stock, granted on June 6, 2023 to Mr. Mecklenburg in his capacity as an employee of the company, of which 944,250 shares remain outstanding and subject to the award as of December 31, 2025. In January 2025, we amended this award to provide for, among other items, the reduction of the total number of shares subject to the PRSU award by 1,888,501 PRSUs. (3)Consists of an award for 100,000 stock options, granted on September 17, 2019, and an award for 581,006 stock options, granted on March 6, 2020, each of which were granted to Mr. Mecklenburg in his capacity as an employee of the company and of which 1,097 and 539,387 are fully vested and exercisable as of December 31, 2025, and will continue to be exercisable through September 16, 2029 and May 5, 2030, respectively. PROPOSAL NO. 1:

  11. ELECTION OF CLASS I DIRECTORS

    ELECTION OF CLASS I DIRECTORS Our Board of Directors is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. The directors in Class I will stand for election at this Annual Meeting. The terms of office of directors in Class II and Class III do not expire until the annual meetings of stockholders to be held in 2027 and 2028, respectively.

  12. Nominees for Director

    Nominees for Director At the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors proposes that Teddie Wardi and Tyler Sloat be elected at the Annual Meeting with each to serve as a Class I director for a three-year term expiring at our 2029 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification, retirement or removal. The director nominees are current directors of our Board of Directors. For more information concerning the nominees, see the section titled “Board of Directors and Corporate Governance—Director Nominees for Election at Annual Meeting.” If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. The nominees have consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than two directors. Stockholders may not cumulate votes for the election of directors.

  13. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of our Named Executive Officers for the years ended December 31, 2024 and December 31, 2025.

  14. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Daniel Perez Chief Executive Officer and Co-Founder | 2025 | $500,000 | $45,305,139 | $7,000 | $45,812,139 | | | 2024 | $500,000 | $1,828 | $6,900 | $508,728 | | James Budge Chief Financial Officer | 2025(3) | $416,667 | $3,004,313 | $27,985 | $3,448,965 | | | 2024(4) | $333,333 | $2,762,278 | $21,842 | $3,117,453 | | Jim Pursley President | 2025 | $500,000 | $3,167,813 | $23,993 | $3,691,806 | | | 2024 | $375,000 | $2,409,028 | $24,410 | $2,808,438 |

  15. Summary Compensation Table

    ___________ (1)Amounts reflect the grant-date fair value of stock awards granted during 2024 and 2025 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. See Note 2, Summary of Significant Accounting Policies- Stock-Based Compensation, to the audited financial statements included in the Annual Report for a discussion of valuation assumptions made in determining the grant-date fair value and compensation expense of our RSUs. (2)The amounts in the “All Other Compensation” column reflect the company’s contributions to the applicable Named Executive Officer’s 401(k) plan and commuter expenses (if applicable). For Mr. Perez this consists of $7,000 in 401(k) contributions in 2025 and $6,900 in 401(k) plan contributions in 2024. For Mr. Budge this consists of $7,000 in 401(k) plan contributions and $20,985 in commuter expenses in 2025 and $6,667 in 401(k) contributions and $15,175 in commuter expenses in 2024. For Mr. Pursley this consists of $5,000 in 401(k) contributions and $18,993 in commuter expenses in 2025 and $4,688 in 401(k) plan contributions and $19,722 in commuter expenses in 2024. (3)Mr. Budge’s 12,500 RSU award fully vested on May 1, 2025, and he resumed receiving his $500,000 salary on such date, earning $416,667 cash compensation in 2025. (4)Effective May 2024, Mr. Budge’s cash salary was reduced from $500,000 per year to $250,000 per year in exchange for a grant of 12,500 RSUs with a grant-date fair value of $353,250 (calculated in accordance with footnote 1 above). As a result, the amount reflected in the 2024 “Salary” column for Mr. Budge includes only $333,333 of cash compensation paid to Mr. Budge.

  16. Outstanding Equity Awards at 2025 Year-End Table

    Outstanding Equity Awards at 2025 Year-End Table The following table provides information on outstanding stock awards held by our Named Executive Officers as of December 31, 2025. There were no outstanding stock options held by our Named Executive Officers as of December 31, 2025:

  17. Outstanding Equity Awards at 2025 Year-End Table

    | | | | Stock Awards | | | | | Name | Grant Date | Vesting Commencement Date | Number of Shares or Units of Stock That Have Not Yet Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (6) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (6) | | Daniel Perez | 1/12/2025(1) | 1/12/2025 | — | $— | 1,888,501 | $87,720,871 | | | 6/6/2023(1) | 5/17/2023 | — | $— | 944,250 | $43,860,413 | | | 6/6/2023(1) | 5/17/2023 | — | $— | 1,888,501 | $87,720,871 | | James Budge | 4/29/2025(2) | 3/1/2025 | 83,262 | $3,867,520 | — | $— | | | 6/3/2024(3) | 3/1/2024 | 42,188 | $1,959,633 | — | $— | | | 6/3/2024(3) | 3/1/2024 | 5,625 | $261,281 | — | $— | | | 4/25/2023(4) | 3/20/2023 | 157,813 | $7,330,414 | — | $— | | James Pursley | 4/29/2025(2) | 3/1/2025 | 87,794 | $4,078,031 | — | $— | | | 6/3/2024(3) | 3/1/2024 | 5,625 | $261,281 | — | $— | | | 6/3/2024(3) | 3/1/2024 | 42,188 | $1,959,633 | — | $— | | | 4/25/2023(5) | 3/1/2023 | 28,125 | $1,306,406 | — | $— | | | 4/26/2022(5) | 3/16/2022 | 4,063 | $188,726 | — | $— |

  18. Outstanding Equity Awards at 2025 Year-End Table

    ___________ (1)The PRSUs vest upon the occurrence of (i) a liquidity event, which was satisfied in connection with our initial public offering, and (ii) satisfaction of certain milestone-vesting events, which include our initial public offering and subsequent public market valuations of our Class A common stock over an average number of days or in connection with a liquidity event, subject to the Named Executive Officer’s continued service through the applicable date. (2)The RSUs vest subject to service-based and liquidity event-based conditions. The RSUs will satisfy the service prong: (i) as to twelve and a half percent (12.5%) of the shares subject to the award, in equal quarterly installments during the first year after the vesting commencement date; (ii) as to twelve and a half percent (12.5%) of the shares subject to the award, in equal quarterly installments during the second year after the vesting commencement date; (iii) as to thirty-seven and a half percent (37.5%) of the shares subject to the award shall, in equal quarterly installments during the third year after the vesting commencement date, and; (iv) as to thirty-seven and a half percent (37.5%) of the shares subject to the award, in equal quarterly installments during the fourth year after the vesting commencement date, subject to the Named Executive Officer’s continued service with the Company through each vesting date. The liquidity event requirement was satisfied in connection with our initial public offering. (3)The RSUs vest subject to service-based and liquidity-event based conditions. The RSUs will satisfy the service prong as to 1/16th of the total RSUs on the first day of each quarter following the vesting commencement date, subject to the applicable Named Executive Officer’s continued service through the applicable date. The liquidity event requirement was satisfied in connection with our initial public offering. (4)The RSUs vest subject to service-based and liquidity event-based conditions. The RSUs will satisfy the service prong as to 25% of the total RSUs on the first anniversary of the vesting commencement date and 1/48th of the total number of RSUs on each monthly anniversary thereafter, subject to the applicable Named Executive Officer’s continued service through the applicable date. The liquidity event requirement was satisfied in connection with our initial public offering. (5)The RSUs vest subject to service-based and liquidity event-based conditions. The RSUs will satisfy the service prong as to 1/48th of the total number of stock units on each subsequent monthly anniversary of the vesting commencement date, subject to the applicable Named Executive Officer’s continued service through the applicable date. The liquidity event requirement was satisfied in connection with our initial public offering. (6)Represents the market value of the shares underlying the stock awards not yet vested as of December 31, 2025, based on the closing price of our Class A common stock on the New York Stock Exchange of $46.45 per share on December 31, 2025.