DEF 14A of Figma, Inc., Apr 22, 2026

DEF 14A of Figma, Inc.

Filed Apr 22, 2026 · FY20250001628280-26-026641

Open on EDGAR

  1. Nominees for Director

    Nominees for Director Dylan Field is our Co-Founder and has served as our Chief Executive Officer, President, and a member of our Board of Directors since October 2012, and Chair of our Board of Directors since April 2025. Mr. Field attended Brown University for two and a half years before accepting a Thiel Fellowship to pursue entrepreneurial projects. We believe Mr. Field is qualified to serve as a member of our Board of Directors because of his operational expertise, industry knowledge, leadership, and the continuity that he brings to our Board of Directors as our Co- Founder, Chief Executive Officer, and President. Kelly A. Kramer has served as a member of our Board of Directors since December 2021. From January 2015 to December 2020, Ms. Kramer served as Executive Vice President & Chief Financial Officer of Cisco Systems, Inc., a technology company (“Cisco”), where she previously served in finance roles of increasing responsibility from January 2012 to January 2015. From February 2002 to February 2012, Ms. Kramer served in various finance roles at GE Healthcare Systems, including as Vice President & Chief Financial Officer, as well as in various finance roles at GE Healthcare Diagnostic Imaging and GE Healthcare Biosciences, all divisions of General Electric Company, a multinational conglomerate focusing on aviation, power, renewable energy, and digital industry. Ms. Kramer also has served on the boards of directors of Coinbase Global, Inc., a technology company, since December 2020, Snowflake, Inc., a cloud-data platform company, since January 2020, and Gilead Sciences, Inc., a biopharmaceutical company, since August 2016. Ms. Kramer holds a B.S. in Mathematics from Purdue University. We believe Ms. Kramer is qualified to serve as a member of our Board of Directors because of her deep knowledge of technology companies and experience investing in and advising technology companies. John Lilly has served as a member of our Board of Directors since December 2014. Mr. Lilly has served as a General Partner and Venture Partner at Greylock Partners, a venture capital firm, since January 2011. Prior to joining Greylock Partners, Mr. Lilly held roles of increasing seniority at the Mozilla Corporation, a technology company ("Mozilla"), from 2005 to 2010, including as Chief Executive Officer from January 2008 to December 2010. Prior to joining Mozilla, he co-founded and held executive leadership positions at Reactivity, a software company (acquired by Cisco in August 2007). Previously, he held staff positions at Apple Inc., Sun Microsystems, Inc., and Trilogy Software, Inc. He has served on the board of directors of Duolingo, Inc., an education technology company ("Duolingo"), since December 2021, and as an Advisory Partner at Gigascale Capital, a venture capital firm, since January 2026. Mr. Lilly is also a Lecturer at Stanford’s Graduate School of Business. Mr. Lilly holds a B.Sc. in Computer Systems Engineering and an M.Sc. in Computer Science, both from Stanford University. We believe Mr. Lilly is qualified to serve as a member of our Board of Directors because of his executive leadership experience and extensive experience with the venture capital and technology industries. William R. McDermott has served as a member of our Board of Directors since July 2025. Mr. McDermott has served as Chief Executive Officer at ServiceNow, Inc., a public digital workflow company (“ServiceNow”), since November 2019. He previously served as President at ServiceNow from November 2019 to January 2023. Prior to joining ServiceNow, Mr. McDermott served as Co-Chief Executive Officer of SAP SE, a multinational software company that provides enterprise software (“SAP”), from 2010 to 2014, and as sole Chief Executive Officer of SAP from May 2014 until October 2019. Mr. McDermott joined SAP in 2002 as Chief Executive Officer of SAP America, Inc., and served on the SAP Executive Board from 2010 until October 2019. Prior to joining SAP, Mr. McDermott served as Executive Vice President of Worldwide Sales and Operations at Siebel CRM Systems, Inc., a company focused on the implementation, customization and development of customer relationship management and enterprise resource planning, from 2001 to 2002 and served as President of Gartner, Inc., a research and advisory firm specializing in business and technology insights, from 2000 to 2001. Mr. McDermott has also served on the boards of directors of ServiceNow since November 2019, including as Chairman since

  2. Nominees for Director

    | Figma, Inc. | 6 | 2026 Proxy Statement |

  3. Nominees for Director

    October 2022, and Zoom Communications, Inc., a cloud video communications company, since March 2022. Mr. McDermott previously served on the boards of directors of Fisker Inc., an automotive technology company, Under Armour, Inc., a sporting goods company, ANSYS, Inc., a provider of engineering and simulation software and technologies, and SecureWorks Corp., a provider of intelligence-driven information security solutions. Mr. McDermott holds a B.A. in Business Management from Dowling College and an M.B.A from Northwestern University’s Kellogg School of Management, and has completed the Executive Development Program at the Wharton School of Business. We believe Mr. McDermott is qualified to serve as a member of our Board of Directors because of his executive leadership experience, extensive experience with publicly traded technology companies, as well as his service on the boards of directors of other publicly held companies. Andrew Reed has served as a member of our Board of Directors since February 2024. Mr. Reed has served as a Partner at Sequoia Capital, a venture capital firm ("Sequoia"), since February 2014. Prior to joining Sequoia, he served as an Analyst at Goldman Sachs, an investment bank, from July 2012 to February 2014. Mr. Reed has served on the board of directors of Klarna Group plc, a digital bank and payments company, since February 2024, and also currently serves on the boards of directors of several privately held companies, including Vanta Inc., Bolt Technology OU, Strava, Inc., and others. Mr. Reed was previously involved in Sequoia’s investments in Robinhood Markets, Inc., Loom, Inc., and GitHub, Inc. Mr. Reed holds a B.A. in Economics and Classics from Amherst College. We believe Mr. Reed is qualified to serve as a member of our Board of Directors because of his extensive experience in the technology and venture capital fields, including his experience as a director of several privately held companies in the technology industry. Danny Rimer has served as a member of our Board of Directors since December 2014. Mr. Rimer is a Partner at Index Ventures, a venture capital firm, where he has been a Partner since March 2002. Prior to joining Index Ventures, Mr. Rimer served as General Partner at Barksdale Group, an investment firm, from 2000 to 2002. Mr. Rimer currently serves on the boards of directors of several privately held companies. He previously served on the board of directors of Farfetch Limited, a publicly traded e-commerce company, from February 2015 to August 2020, in addition to several other privately held companies. Mr. Rimer holds a B.A. in History and Literature from Harvard University. We believe Mr. Rimer is qualified to serve as a member of our Board of Directors because of his extensive leadership and business experience within the venture capital and technology industries, as well as his service on the boards of directors of other privately and publicly held companies. Lynn Vojvodich Radakovich has served as a member of our Board of Directors since December 2019. From September 2013 to February 2017, Ms. Vojvodich Radakovich served as Executive Vice President and Chief Marketing Officer for Salesforce, Inc., a cloud-based software company. From 2006 to 2016, she founded and served as Chief Executive Officer and Chair of Take3 LLC, a marketing strategy company. From 2012 to August 2013, Ms. Vojvodich Radakovich served as a Partner at Andreessen Horowitz, a venture capital firm. Ms. Vojvodich Radakovich has also served on the board of directors of Dell Technologies Inc., a technology company, since April 2019, Ford Motor Company, an automobile company, since April 2017, and Booking Holdings Inc., a travel company, since January 2016. Ms. Vojvodich Radakovich holds a B.S. in Product Design from Stanford University and an M.B.A. from Harvard Business School. We believe Ms. Vojvodich Radakovich is qualified to serve as a member of our Board of Directors because of her business expertise in marketing and sales, and her extensive experience as a director of public companies. Luis von Ahn has served as a member of our Board of Directors since July 2025. Mr. von Ahn has served as Co- Founder, Chief Executive Officer, and Chairman of the board of directors at Duolingo, an education technology

  4. Nominees for Director

    | Figma, Inc. | 7 | 2026 Proxy Statement |

  5. Nominees for Director

    company, since August 2011. From 2007 to 2009, he served as Chief Executive Officer of reCAPTCHA, Inc., a fraud detection technology company, until its acquisition by Google, LLC in 2009. Mr. von Ahn previously served on the board of directors of Root, Inc., a technology company focusing on personal insurance, from October 2020 to October 2022. He also previously served as a professor in the Computer Science department at Carnegie Mellon University from 2006 to 2021. Mr. von Ahn holds a B.S. in Mathematics from Duke University and a Ph.D. in Computer Science from Carnegie Mellon University. We believe Mr. von Ahn is qualified to serve as a member of our Board of Directors because of his technical expertise and executive leadership experience within the technology industry.

  6. Election of Directors

    Election of Directors Our Board of Directors currently consists of nine directors. Pursuant to the terms of our Certificate of Incorporation, until the then-outstanding shares of our Class B common stock represents less than a majority of the total voting power of all the then-outstanding shares of our capital stock, all directors will be elected for annual terms following the expiration of their current terms. Mamoon Hamid is not standing for re-election at the Annual Meeting. Effective as of immediately following the Annual Meeting, the number of authorized directors on our Board of Directors will be decreased to eight. The Board of Directors thanks Mr. Hamid for his service and contributions to Figma and the Board of Directors.

  7. Nominees for Director

    Nominees for Director At the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors proposes that each of Dylan Field, Kelly A. Kramer, John Lilly, William R. McDermott, Andrew Reed, Danny Rimer, Lynn Vojvodich Radakovich, and Luis von Ahn be elected at the Annual Meeting with each to serve for a one-year term expiring at our 2027 annual meeting of stockholders and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation, disqualification, or removal. Each of the director nominees is a current director of our Board of Directors. For more information concerning the nominees, see the section titled “Board of Directors and Corporate Governance—Nominees for Director.” 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 holders might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than eight directors. Stockholders may not cumulate votes for the election of directors.

  8. Summary Compensation Table (2023, 2024, and 2025)

    Summary Compensation Table (2023, 2024, and 2025) The following table presents summary information regarding the total compensation for services rendered in all capacities that was awarded to, earned by, or paid to our named executive officers in 2023, 2024, and 2025, as applicable. The compensation data for 2023 is provided for informational purposes only.

  9. Summary Compensation Table (2023, 2024, and 2025)

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Modification of Previously Granted Stock Awards in Connection with May 2024 RSU Release ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($) | Total per SEC Rules ($) | 2024 Total Excluding Amounts Relating to May 2024 RSU Release ($)(6) | | Dylan Field Chief Executive Officer and President | 2025 | 500,000 | — | 861,911,194 | N/A | — | 210,000 | 1,737,440(7) | 864,358,634 | N/A | | | 2024 | 495,833 | 5,000,000 | — | 78,276,375 | 6,901,116 | — | 10,350(8) | 90,683,674 | 5,506,183 | | | 2023 | 450,000 | — | — | N/A | — | — | 9,900(8) | 459,900 | N/A | | Kris Rasmussen Chief Technology Officer | 2025 | 500,000 | — | 173,823,922 | N/A | — | 210,000 | 447,433(9) | 174,981,355 | N/A | | Shaunt Voskanian Chief Revenue Officer | 2025 | 425,000 | — | — | N/A | — | 422,905 | 10,500(8) | 878,405 | N/A | | | 2024 | 393,750 | 150,000 | —(10) | 28,630,251 | 3,551,258 | 478,382 | 10,350(8) | 33,213,991 | 1,032,482 | | | 2023 | 325,000 | — | — | N/A | — | 295,550 | 9,900(8) | 630,450 | N/A |

  10. Summary Compensation Table (2023, 2024, and 2025)

    ________________ (1)The amounts presented represent one-time discretionary cash bonuses that were recommended and approved by the disinterested members of our Board of Directors, and paid for Messrs. Field and Voskanian’s efforts in connection with the abandoned merger with Adobe, Inc. in 2024. (2)The amounts in this column for 2025 represent the aggregate grant date fair value of the restricted stock units (“RSUs”) awarded to Messrs. Field and Rasmussen during 2025, calculated in accordance with Accounting Standards Codification Topic 718 (“ASC 718”). The grant date fair value per share for Mr. Field’s 2025 CEO Service Award and the RSUs awarded to Mr. Rasmussen in 2025 is $32.07. The weighted-average grant date fair value per share for Mr. Field’s 2025 CEO Stock Price Award is $27.45. These amounts do not take into account any estimated forfeitures related to service-based vesting conditions. For information on the assumptions used to calculate the grant date fair value of the RSUs, refer to Note 13 to our consolidated financial statements included in our Annual Report. The amounts reported in this column reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by the named executive officer upon vesting, settlement, or sale of any of the underlying shares of common stock. For additional information regarding the 2025 CEO Service Award and 2025 CEO Stock Price Award granted to Mr. Field, see the section titled “—CEO Equity Awards.” (3)The amounts reflected in this column represent the fair values of RSU awards that were released to Messrs. Field and Voskanian in May 2024, which were determined based on the fair value of the RSUs as of the date of the modification in accordance with ASC 718 (given the original award fair value was no longer relevant as of the date of modification in accordance with ASC 718). In order to allow holders of RSUs, including Messrs. Field and Voskanian, to participate in the 2024 Tender Offer (as defined below), we modified all RSUs held by employees and former employees for which the service-based condition was satisfied to remove the performance-based vesting

  11. Summary Compensation Table (2023, 2024, and 2025)

    | Figma, Inc. | 20 | 2026 Proxy Statement |

  12. Summary Compensation Table (2023, 2024, and 2025)

    condition as further described below in the section titled “—RSU Modifications In Connection With 2024 Tender Offer.” These amounts reflect the accounting cost for these RSU awards and do not necessarily represent the actual economic value that may be realized by the named executive officer from the RSU awards. For information on the assumptions used to calculate the grant date fair value of these RSU awards, refer to Note 13 to our consolidated financial statements included in our Annual Report. For Mr. Field, the RSU awards that were released in May 2024 and reflected in this column are a part of Mr. Field’s 2021 CEO Service Award that was granted by our Board of Directors, including all of the disinterested directors, in October 2021, as described in further detail in our Annual Report. For Mr. Voskanian, the RSU awards that were released in May 2024 and reflected in this column relate to RSUs that were granted to Mr. Voskanian by our Board of Directors in October 2021 and February 2024. (4)The amounts in this column represent the grant date fair value of the stock options granted to Messrs. Field and Voskanian in August 2024. The stock options granted in 2024 to eligible employees, including Messrs. Field and Voskanian, were granted to compensate them for the shares that were withheld by us to satisfy tax withholding liabilities in connection with the May 2024 RSU Release (as defined in the section titled “—RSU Modifications In Connection With 2024 Tender Offer”). The stock options granted to Messrs. Field and Voskanian were granted on the same terms, using the same formula to calculate the size of the option grant, as those granted to all eligible employees. These amounts reflect the accounting cost for these option awards and do not necessarily represent the actual economic value that may be realized by the named executive officer from the option awards. For information on the assumptions used to calculate the grant date fair value of the option awards, refer to Note 13 to our consolidated financial statements included in our Annual Report. (5)Amounts reported in this column for Messrs. Field and Rasmussen represent annual cash bonuses earned by Messrs. Field and Rasmussen based on the achievement of company performance metrics. Amounts reported in this column for Mr. Voskanian represent commissions earned pursuant to our incentive sales commission program. (6)The amounts in this column exclude payments made to our named executive officers related to the impacts of the RSU modifications and the stock options granted in connection with the May 2024 RSU Release. The amounts in this column are calculated by subtracting the 2024 values reported in the “Modification of Previously Granted Stock Awards in Connection with May 2024 RSU Release” and the “Option Awards” columns from the “Total per SEC Rules” column. The amounts reported in this column differ substantially from, and are not a substitute for, the amounts reported in the “Total per SEC Rules” column. (7)Reflects (i) $10,500 of contributions to Mr. Field’s 401(k) plan, (ii) a filing fee under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (the “HSR Act”), in the amount of $850,000, which we paid on behalf of Mr. Field, and (iii) $876,940 paid to Mr. Field as a tax gross-up for the filing fee under the HSR Act. (8)Represents our contributions to the named executive officer’s 401(k) plan. (9)Reflects (i) $10,500 of contributions to Mr. Rasmussen’s 401(k) plan, (ii) a filing fee under the HSR Act in the amount of $265,000, which we paid on behalf of Mr. Rasmussen, and (iii) $171,933 paid to Mr. Rasmussen as a tax gross-up for the filing fee under the HSR Act. (10)In 2024, Mr. Voskanian was granted RSU awards that were subject to service-based vesting conditions and performance-based vesting conditions. As of the applicable grant date, we had not recognized stock-based compensation expense for these awards because achievement of the performance-based vesting component was not deemed probable. As a result, no value is included in the table for these awards other than with respect to any such awards that were granted in 2024 and which were modified in connection with the May 2024 RSU Release as described in footnote (3) above. Assuming achievement of the performance-based vesting condition, the aggregate grant-date fair value of the RSU awards for Mr. Voskanian for 2024 would have been $25,383,926, computed in accordance with ASC 718. For information on the assumptions used to calculate the grant date fair value of the equity awards, refer to Note 13 to our consolidated financial statements included in our Annual Report.

  13. Outstanding Equity Awards at 2025 Year-End

    Outstanding Equity Awards at 2025 Year-End The following table presents, for each of our named executive officers, information regarding outstanding equity awards held as of December 31, 2025.

  14. Outstanding Equity Awards at 2025 Year-End

    | | | | Stock Awards(1) | | | | | Name | Vesting Commencement Date | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Dylan Field(3) | 7/1/2025(4) | 6/30/2025 | 6,516,076 | 243,505,760 | 7,964,093 | 297,618,155 | | | 7/1/2025(5) | 6/30/2025 | 14,480,169 | 541,123,916 | — | — | | Kris Rasmussen | 3/1/2022(6) | 3/2/2022 | 79,238 | 2,961,124 | — | — | | | 12/1/2022(7) | 5/27/2022 | 140,867 | 5,264,200 | — | — | | | 2/1/2024(7) | 2/5/2024 | 344,342 | 12,868,061 | — | — | | | 2/1/2025(6) | 12/29/2024 | 147,976 | 5,529,863 | — | — | | | 2/1/2025(7) | 12/29/2024 | 304,603 | 11,383,014 | — | — | | | 8/1/2025(8) | 7/17/2025 | 5,239,470 | 195,798,994 | — | — | | Shaunt Voskanian | 2/1/2024(7) | 2/5/2024 | 68,868 | 2,573,597 | — | — | | | 2/1/2025(7) | 12/29/2024 | 475,942 | 17,785,953 | — | — | | | 2/1/2025(6) | 12/29/2024 | 246,625 | 9,216,376 | — | — |

  15. Outstanding Equity Awards at 2025 Year-End

    ________________ (1)All of the outstanding stock awards held by Mr. Field were granted under our 2021 Executive Equity Incentive Plan (the “2021 Plan”) and are for shares of Class B common stock. All of the outstanding stock awards held by Mr. Rasmussen and Mr. Voskanian were granted under our 2012 Equity Incentive Plan (the “2012 Plan”) and are for shares of Class A common stock. (2)This column represents the market value of the shares of Class A common stock or Class B common stock underlying the RSUs, as applicable, as of December 31, 2025, based on the closing price of our Class A common stock, as reported on the NYSE, of $37.37 per share on December 31, 2025. (3)For additional detail on each of the awards granted to Mr. Field by our Board of Directors, including all of the disinterested directors, see the section below titled “—CEO Equity Awards.” (4)Comprised of (i) 6,516,076 RSUs that have satisfied the stock price-based vesting conditions and will vest in seven tranches upon satisfaction of a service-based vesting condition and (ii) 7,964,093 RSUs that are subject to vest in seven tranches upon satisfaction of (x) a service-based vesting condition and (y) stock price-based vesting conditions, and as further described under the section titled “— CEO Equity Awards—2025 CEO Stock Price Award.” (5)Comprised of five tranches that vest on satisfaction of a service-based vesting condition. The service-based vesting condition is satisfied as to 10%, 20%, 20%, 20%, and 30% of the shares subject to the award on each of July 1, 2026, July 1, 2027, July 1, 2028, July 1, 2029, and July 1, 2030, respectively, subject to Mr. Field’s continued service to us through each applicable vesting date, and as further described under the section titled “—CEO Equity Awards—2025 CEO Service Award.” (6)Vests on satisfaction of a service-based vesting condition and a performance-based vesting condition. The service-based vesting condition is satisfied as to 1/48th of the total award on each monthly anniversary of the vesting commencement date, subject to the executive’s continued service on each such vesting date. The performance-based vesting condition was satisfied in connection with our initial public offering. (7)Vests on satisfaction of a service-based vesting condition and a performance-based vesting condition. The service-based vesting condition is satisfied as follows: (i) 10% of the total award in the first year following the vesting commencement date in equal monthly installments, (ii) 20% of the total award in the second year following the vesting commencement date in equal monthly installments, (iii) 20% of the total award in the third year following the vesting commencement date in equal monthly installments, (iv) 20% of the total award in the fourth year following the vesting commencement date in equal monthly installments, and (v) 30% of the total award in the fifth year following the vesting commencement date in equal monthly installments, in each case subject to the executive’s continued

  16. Outstanding Equity Awards at 2025 Year-End

    | Figma, Inc. | 23 | 2026 Proxy Statement |

  17. Outstanding Equity Awards at 2025 Year-End

    service on each such vesting date, such that on the five-year anniversary of the vesting commencement date the award will be fully vested. The performance-based vesting condition was satisfied in connection with our initial public offering. (8)Vests on satisfaction of a service-based vesting condition. The service-based vesting condition is satisfied as follows: (i) 0.83% is fully vested on the vesting commencement date, (ii) 10% of the total award in the first year following the vesting commencement date in equal quarterly installments, (iii) 12% of the total award in the second year following the vesting commencement date in equal quarterly installments, (iv) 12% of the total award in the third year following the vesting commencement date in equal quarterly installments, (v) 15% of the total award in the fourth year following the vesting commencement date in equal quarterly installments, (vi) 15% of the total award in the fifth year following the vesting commencement date in equal quarterly installments, (vii) 18% of the total award in the sixth year following the vesting commencement date in equal quarterly installments, and (viii) 17.17% of the total award in the seventh year following the vesting commencement date in quarterly installments of 4.5%, 4.5%, 4.5%, and 3.67%, respectively, in each case subject to the executive’s continued service on each such vesting date, such that on the seven-year anniversary of the vesting commencement date the award will be fully vested.

  18. Director Compensation

    Director Compensation The table below provides information regarding the total compensation of the non-employee directors who served on our Board of Directors during the year ended December 31, 2025. All compensation paid to Dylan Field, our only employee director, is set forth above in the section titled “Executive Compensation—Summary Compensation Table (2023, 2024, and 2025).”

  19. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Mamoon Hamid | 25,985 | — | 25,985 | | Kelly A. Kramer | 31,182 | 98,362(3) | 129,544 | | Mike Krieger | 16,630 | 1,545,101(4) | 1,561,731 | | John Lilly | 35,132 | — | 35,132 | | William R. McDermott | 16,630 | 1,545,101(5) | 1,561,731 | | Andrew Reed | 19,125 | — | 19,125 | | Danny Rimer(6) | — | — | — | | Lynn Vojvodich Radakovich | 30,143 | 98,362(7) | 128,505 | | Luis von Ahn | 16,630 | 1,545,101(8) | 1,561,731 |

  20. Director Compensation

    __________________ (1)The amounts reported represent annual cash compensation paid to each of our non-employee directors from the date of our initial public offering through the end of 2025 pursuant to our non-employee director compensation policy as further described below. Our annual non- employee director cash compensation is paid quarterly and was paid pro-rata for service in the third quarter of 2025. Prior to our non- employee director compensation policy becoming effective upon our initial public offering, we did not provide any cash compensation to our non-employee directors for their service on our Board of Directors. (2)The amounts reported represent the grant date fair value of the RSUs granted during 2025 calculated in accordance with ASC 718. These amounts do not take into account any estimated forfeitures related to service-based vesting conditions. For information on the assumptions used to calculate the grant date fair value of the RSUs, refer to Note 13 to our consolidated financial statements included in our Annual Report. The amounts reported in this column reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by the director upon vesting, settlement, or sale of any of the underlying shares of our Class A common stock. (3)Represents the grant date fair value of an RSU award for 2,756 shares of Class A common stock granted to Ms. Kramer on December 1, 2025. (4)Represents the grant date fair value of an RSU award for 48,179 shares of Class A common stock granted to Mr. Krieger on July 21, 2025 upon his joining the Board of Directors. This RSU award was forfeited in full upon Mr. Krieger’s resignation from the Board of Directors effective April 14, 2026, as such resignation occurred prior to the satisfaction of the service-based vesting conditions. (5)Represents the grant date fair value of an RSU award for 48,179 shares of Class A common stock granted to Mr. McDermott on July 1, 2025 upon his joining the Board of Directors. (6)Mr. Rimer declined to receive any cash payments pursuant to our non-employee director compensation policy for 2025. (7)Represents the grant date fair value of an RSU award for 2,756 shares of Class A common stock granted to Ms. Vojvodich Radakovich on December 1, 2025. (8)Represents the grant date fair value of an RSU award for 48,179 shares of Class A common stock granted to Mr. von Ahn on July 21, 2025 upon his joining the Board of Directors. The table below shows the aggregate number of shares of Class A common stock underlying outstanding RSUs and options held by each of our non-employee directors as of December 31, 2025.

  21. Director Compensation

    | Figma, Inc. | 30 | 2026 Proxy Statement |

  22. Director Compensation

    | Name | Number of Shares Underlying RSUs as of December 31, 2025 (#)(1) | Number of Shares Underlying Stock Options as of December 31, 2025 (#) | | Mamoon Hamid | — | — | | Kelly A. Kramer | 2,756(2) | — | | Mike Krieger | 48,179(3) | — | | John Lilly | — | — | | William R. McDermott | 48,179(4) | — | | Andrew Reed | — | — | | Danny Rimer | — | — | | Lynn Vojvodich Radakovich | 2,756(2) | 556,877(5) | | Luis von Ahn | 48,179(6) | — |

  23. Director Compensation

    __________________ (1)Each of the RSUs reflected in the table above will fully vest upon a change of control of our company. (2)The RSU award will vest in full on May 1, 2026, so long as the director provides continuous service to us through such date. (3)The RSU award was scheduled to vest as to 1/3rd of the RSUs subject to the award on each of the first, second, and third annual anniversaries of August 1, 2025, subject to Mr. Krieger’s continuous service through each vesting date. This RSU award was forfeited in full upon Mr. Krieger’s resignation from the Board of Directors effective April 14, 2026, as such resignation occurred prior to the first vesting date. (4)The RSU award will vest as to 1/3rd of the RSUs subject to the award on each of the first, second, and third annual anniversaries of July 1, 2025, so long as the director provides continuous service to us through each vesting date. (5)The stock option for 556,877 shares of Class A common stock is fully vested. (6)The RSU award will vest as to 1/3rd of the RSUs subject to the award on each of the first, second, and third annual anniversaries of August 1, 2025, so long as the director provides continuous service to us through each vesting date.

  24. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Before our initial public offering in July 2025, we did not have a formal policy to provide any cash or equity compensation to our non-employee directors for their service on our Board of Directors or committees of our Board of Directors. In connection with our initial public offering in July 2025, our Board of Directors approved a non-employee director compensation policy, pursuant to which our non-employee directors are eligible to receive the fees and equity awards described below. Compensation payable to non-employee directors under the non- employee director compensation policy is also subject to the annual limitations set forth in the 2025 Plan. Employee directors receive no additional compensation for their service as a director.