DEF 14A of FIGS, Inc.
Filed Apr 23, 2026 · FY20250001628280-26-026838
Proposal 1: Election of Directors
Proposal 1: Election of Directors At the Annual Meeting, three (3) Class II Directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2029 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 II Directors, Heather Hasson, Kenneth Lin and Melanie Whelan, 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 2028 Annual Meeting of Stockholders; Class II, whose current term will expire at the Annual Meeting and, if elected at the Annual Meeting, whose subsequent term will expire at the 2029 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. Hasson for election as a Class II 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 (as amended, 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 II 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.
Proposal 1: Election of Directors
| | The Board of Directors unanimously recommends a vote FOR the election of the below Class II Director nominees. |
Proposal 1: Election of Directors
Nominees for Class II Director (terms to expire at the 2029 Annual Meeting): The current members of the Board who are also nominees for election to the Board as Class II Directors are as follows:
Proposal 1: Election of Directors
| Name | Age | Served as a Director Since | Position with FIGS | | Heather Hasson | 44 | 2013 | Director, Co-Founder and Executive Chairman | | Kenneth Lin | 50 | 2022 | Director | | Melanie Whelan | 48 | 2025 | Director |
Proposal 1: Election of Directors
The principal occupations and business experience, for at least the past five years, of each Class II Director nominee for election at the Annual Meeting are as follows:
Heather Hasson
Heather Hasson Ms. Hasson co-founded our company and currently serves as the Executive Chairman 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 Chairman.
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.
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 also previously served on the board of directors of Chegg, Inc., an education technology company, from June 2019 to June 2025, and has served 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. Continuing Members of the Board of Directors:
Class I Directors (terms to expire at the 2028 Annual Meeting)
Class I Directors (terms to expire at the 2028 Annual Meeting) The current members of the Board who are Class I Directors are as follows:
Class I Directors (terms to expire at the 2028 Annual Meeting)
| Name | Age | Served as a Director Since | Position with FIGS | | Catherine Spear | 42 | 2013 | Director, Co-Founder and Chief Executive Officer | | Sheila Antrum | 67 | 2021 | Director | | Mario Marte | 50 | 2023 | Director |
Class I Directors (terms to expire at the 2028 Annual Meeting)
The principal occupations and business experience, for at least the past five years, of each Class I Director are as follows:
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.
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.
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.
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:
Class III Directors (terms to expire at the 2027 Annual Meeting)
| Name | Age | Served as a Director Since | Position with FIGS | | Jeffrey Wilke | 59 | 2022 | Director | | Jerry Jao | 42 | 2025 | Director | | J. Martin Willhite | 55 | 2019 | Director |
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:
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. | | |
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. In assisting the Compensation Committee with its annual calendar, Pay Governance has helped evaluate our compensation philosophy and objectives, provided guidance in administering our executive compensation program and helped with selecting our compensation peer group. 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 2025 beyond those pursuant to its engagement by the Compensation Committee. In consultation with Pay Governance, in October 2024 our Compensation Committee reviewed benchmarking information representative of a group of similarly situated peer companies to inform fiscal year 2025 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 •Profitability In evaluating the prior compensation peer group based on the criteria described above, 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 Boot 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 to apparel and other retail companies. Following a review that included input from Pay Governance, the Compensation Committee approved the following compensation peer group to be used to review our executive compensation program designs and pay levels for 2025: •Boot Barn Holdings, Inc. •Canada Goose Holdings Inc. •e.l.f. Beauty, Inc. •Etsy, Inc. •J. Jill, Inc. •Movado Group, Inc. •On Holding AG •Revolve Group, Inc. •Stitch Fix, Inc. •The Buckle, Inc. •The Honest Company, Inc. •The RealReal, Inc. •Warby Parker Inc. •YETI Holdings, Inc. As of October 2024, as compared to such peer group, we were at the 7th percentile for revenues for the preceding four quarters, the 36th percentile for 30-day average market cap, 33rd percentile for EBITDA and 64th 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 industry- and size-appropriate survey data provided by Radford. For 2025, 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 2025, the Compensation Committee further reviewed the compensation peer group in consultation with Pay Governance, and determined the above peer group remained appropriate to review our executive compensation program design and pay levels for 2026.
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 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 NEOs’ target annual compensation for 2025 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 2025 included (i) our 2025 Bonus Program and (ii) annual equity-based long term incentive award grants, in the form of RSU awards. Other than Ms. Hasson, who does not earn a salary and is not eligible to receive a bonus under the 2025 Bonus Program, our NEOs’ respective target total annual compensation opportunity for fiscal year 2025 is set forth below:(1) (1) The chart titled “CEO Compensation Mix” excludes any compensation value attributable to (i) our 2025 stock option repricing and (ii) Ms. Spear’s one-time special bonus payment in recognition of her leadership and the Company’s extraordinary performance in 2025, neither of which are typical elements of our annual compensation program. For additional information about the repricing, see “—Elements of Compensation—Equity-Based Long-Term Incentive Awards—2025 Option Repricing” below and for additional information about Ms. Spear’s special bonus, see “—Elements of Compensation—Cash Incentive Compensation—Chief Executive Officer Special Bonus” below. * 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 Ms. 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 2025 is described further below.
Cash Incentive Compensation
Cash Incentive Compensation 2025 Bonus Program 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 2025 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 target payout for which is subject to adjustment to mirror the actual results of the Financial Performance Components (the “Individual Performance Component”). In fiscal year 2025, the following NEOs were eligible to participate in our 2025 Bonus Program at the following target bonuses:
Cash Incentive Compensation
| Named Executive Officer | Target Bonus Opportunity | | Catherine Spear | 100% of base salary | | Sarah Oughtred | $300,000 |
Cash Incentive Compensation
The following table sets forth the threshold, target and maximum bonus opportunities established by the Compensation Committee with respect to the 2025 Bonus Program’s Net Revenues Component, Adjusted EBITDA Component and Individual Performance Component:
Cash Incentive Compensation
| Component | Weight | Minimum | Threshold | Target | Maximum | | Net Revenues | 37.5% | - | $510M | $556.0M | $600.0M | | Adjusted EBITDA Margin | 37.5% | - | 8.3% | 9.3% | 9.5% | | Individual Performance | 25% | “Below Threshold” | “Below Target” | “On Target” | “Above Target” | | Percentage Payout of Component Target Opportunity | | 0% | 50% | 100% | 200% |
Cash Incentive Compensation
These targets reflected a rigorous goal-setting process in which management and the Compensation Committee worked collaboratively to set targets reflective of the then-current market and our growth expectations. When approving the Net Revenues Component and Adjusted EBITDA Component, the Compensation Committee determined the goals were appropriate due to the Company’s recent performance prior to 2025 and the challenging and uncertain economic environment at the time. The following table sets forth the actual achievement of the Net Revenues Component and Adjustment EBITDA Component for 2025:
Cash Incentive Compensation
| Component | Actual Achievement | Actual Percentage Achievement of Component Target Opportunity | | Net Revenues | $631.1M | 200% | | Adjusted EBITDA Margin(1) | 11.8% | 200% | | Average of Financial Performance Components | | 200% |
Cash Incentive Compensation
(1) For purposes of the 2025 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 2025 Bonus Program:
Cash Incentive Compensation
| Named Executive Officer | Actual Percentage Achievement of Component Target Opportunity(1) | | Catherine Spear | 100% | | Sarah Oughtred | 100% |
Cash Incentive Compensation
(1) As further discussed below, each of Mses. Spear and Oughtred achieved 100% of their respective Individual Performance Component targets, which, when adjusted by the actual achievement of the Financial Performance Components pursuant to the terms of the 2025 Bonus Plan, resulted in a payout of 200% for this metric. In determining the achievement of Ms. Spear’s Individual Performance Component target, the Compensation Committee considered both the overall financial and operational outperformance 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%. Pursuant to the terms of the 2025 Bonus Program, Ms. Spear’s Individual Performance Component achievement was then modified to mirror the actual results of the Financial Performance Components, resulting in a payout of 200% for this metric. 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. In particular, the Compensation Committee recognized Ms. Oughtred’s role in driving the Company’s above-target net revenues and Adjusted EBITDA Margin and her leadership in helping further develop the Company’s strategic plans. Based on its review, the Compensation Committee determined that the Individual Performance Component of Ms. Oughtred’s bonus was achieved at 100%. Pursuant to the terms of the 2025 Bonus Program, Ms. Oughtred’s Individual Performance Component achievement was then modified to mirror the actual results of the Financial Performance Components, resulting in a payout of 200% for this metric. 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:
Cash Incentive Compensation
| Named Executive Officer | Actual Percentage Payout of Target Bonus Opportunity | | Catherine Spear | 200% | | Sarah Oughtred | 200% |
Cash Incentive Compensation
The NEOs’ 2025 annual bonus payments are set forth in the columns titled “Bonus” and “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table below. Chief Executive Officer Special Bonus In March 2026, the Compensation Committee recommended to the independent directors of the Board, and the independent directors of the Board approved, a one-time special bonus payment to Ms. Spear, in the amount of $500,000, in recognition of her leadership and the Company’s extraordinary performance in 2025. The special bonus is included in the column titled “Bonus” in the Summary Compensation Table below.
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. 2025 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 2025:
Equity-Based Long-Term Incentive Awards
| Named Executive Officer | Restricted Stock Unit Value(1) | Number of Restricted Stock Units | | Catherine Spear(2) | $4,500,000 | 847,458 | | Heather Hasson(3) | $6,000,000 | 947,868 | | Sarah Oughtred(4) | $1,704,918 | 321,077 |
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 2025, our Board granted an award of RSUs with a value of $4,500,000 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 (except as described in “—Executive Compensation Tables—Potential Payments Upon Termination or Change in Control”). 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 August 2025, our Board granted an award of RSUs with a value of $6,000,000 to Ms. Hasson in recognition of her expanded role within our company, including in connection with product innovation, marketing, digital experience and retail. The RSU award vests in equal quarterly installments over a four-year period, subject to continued employment (except as described in “—Executive Compensation Tables—Potential Payments Upon Termination or Change in Control).” In determining the amount and form of this award, the Compensation Committee and Board considered market data provided by Pay Governance, grants made to executive chairmen within our peer group, individual performance, Ms. Hasson’s expanded role within our Company and the vested and unvested equity awards held by Ms. Hasson. (4) In March 2025, the Compensation Committee granted an award of RSUs with a value of $1,704,918 to Ms. Oughtred pursuant to our annual equity grant practices. The RSU award vests as to 1/16 of the shares of Class A common stock underlying the RSU award on August 1, 2025, and as to 1/16th of the shares of Class A Common Stock underlying the RSUs on each quarterly anniversary thereafter, subject to continued employment. In determining the amount and form of this award, the Compensation Committee considered market data provided by Pay Governance, annual grants made to chief financial officers within our peer group, individual performance, the vested and unvested equity awards held by Ms. Oughtred, and Ms. Oughtred’s partial year of service as our Chief Financial Officer in 2024. For more information regarding equity awards granted to the NEOs in 2025, see “—Executive Compensation Tables—Grants of Plan-Based Awards in Fiscal 2025” below. 2025 Option Repricing On July 31 2025 (the “Repricing Approval Date”), as permitted by the Company’s 2021 Equity Incentive Award Plan, the independent directors of our Board approved a repricing on a one-for-one basis of certain fully vested, outstanding and underwater options to purchase shares of our Class A common stock held by Mses. Spear and Hasson (the “Repricing”), effective as of August 12, 2025 (the “Repricing Effective Date”). On the Repricing Approval Date, the closing per share price of our Class A common stock was $6.50. On the Repricing Effective Date, 727,097 options granted to each of Mses. Spear and Hasson on May 26, 2021 with an original exercise price of $22.00 and 2,863,828 options granted to Ms. Hasson on August 9, 2022 with an original exercise price of $11.79 were each repriced to have an exercise price of $6.63, which was the closing per share price of our Class A common stock on the Repricing Effective Date (the “Repriced Options”). As a condition of the Repricing and in order to further incentivize continued service to the Company, the vesting schedules of the Repriced Options were amended such that, while fully vested prior to the Repricing, (i) the options originally granted on May 26, 2021 were deemed unvested in connection with the Repricing and given a new vesting schedule of 24 equal monthly installments and (ii) the options originally granted on August 9, 2022 were also deemed unvested in connection with the Repricing and given a new vesting schedule of 48 equal monthly installments, in each case starting on September 12, 2025. The independent directors of our Board approved the Repricing following the recommendation of the Compensation Committee, each of which engaged in extensive discussion and careful consideration of various alternatives and other factors, including (i) the extensive period of time during which the Repriced Options had been significantly underwater, (ii) the fact that the Repriced Options would be subject to new vesting schedules, (iii) the retentive and incentivizing value of the Repricing, (iv) the importance of Mses. Spear’s and Hasson’s roles with the Company, including Ms. Hasson’s expanded role within product innovation, marketing, digital experience and retail; (v) an analysis performed by Pay Governance, and (vi) Ms. Spear’s stated intention to voluntarily forego additional equity compensation in 2026 and potentially beyond.
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.
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 2025, the Company did not grant any stock options, SARs or any similar awards with “option-like” features to the NEOs, however, as disclosed above under “2025 Option Repricing” certain of the outstanding stock options held by Mses. Spear and Hasson were repriced. The timing of the Repricing was consistent with the Equity Grant Policy.
“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.
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.
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, 2023, 2024 and 2025. The dollar amounts shown are in U.S. dollars.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Compensation Plan ($)(4) | All Other Compensation ($)(5) | Total ($) | | Catherine Spear Chief Executive Officer | 2025 | 1,000,000 | 1,000,000 | 4,059,324 | 631,892 | 1,500,000 | 20,730 | 8,211,946 | | | 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 | | Heather Hasson Executive Chairman | 2025 | — | — | 6,284,365 | 1,799,876 | — | 30 | 8,084,271 | | | 2024 | — | — | — | — | — | 42 | 42 | | | 2023 | — | — | — | — | — | 351 | 351 | | Sarah Oughtred Chief Financial Officer(6) | 2025 | 502,874 | 149,120 | 1,537,959 | — | 447,361 | — | 2,637,314 | | | 2024 | 209,833 | 10,996 | 4,172,142 | — | 32,988 | — | 4,425,959 |
Summary Compensation Table
__________________ (1) Amounts for 2025 represent (i) bonuses earned by our NEOs based on individual performance under the Individual Performance Component of our 2025 Bonus Program and (ii) for Ms. Spear, a one-time special bonus of $500,000. For a description of the 2025 Bonus Program, see “—Compensation Discussion and Analysis—Elements of Compensation—Cash Incentive Compensation—2025 Bonus Program” above. (2) Amounts for 2025 reflect the full grant-date fair value of RSU awards 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 2025 in Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. (3) Amounts for 2025 represent the incremental fair value resulting from the Repricing computed in accordance with ASC Topic 718. For additional information about the Repricing, see “—Compensation Discussion and Analysis—Elements of Compensation—Equity-Based Long-Term Incentive Awards—2025 Option Repricing” above. (4) Amounts for 2025 represent bonuses earned by our NEOs based on the Company’s achievement of pre-established financial metrics under the Financial Performance Components of our 2025 Bonus Program. For a description of the 2025 Bonus Program, see “—Compensation Discussion and Analysis—Elements of Compensation—Cash Incentive Compensation--2025 Bonus Program” above. (5) Amounts for 2025 include (i) for Ms. Spear, 401(k) match in the amount of $20,700 and Company-paid life insurance premiums and (ii) for Ms. Hasson, Company-paid life insurance premiums. (6) Ms. Oughtred’s salary for 2025 was converted from Canadian dollars actually paid back to U.S. dollars for this table using the Bank of Canada’s average exchange rate for fiscal year 2025 of CDN$1.00 to USD$1.3978. Ms. Oughtred’s payouts under the Individual Performance Component and Financial Performance Components of our 2025 Bonus Program were converted from Canadian dollars actually paid back 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$1.3642.
Grants of Plan-Based Awards in Fiscal Year 2025
Grants of Plan-Based Awards in Fiscal Year 2025 The following table provides supplemental information relating to grants of plan-based awards made during fiscal year 2025 to help explain information provided above in our Summary Compensation Table.
Grants of Plan-Based Awards in Fiscal Year 2025
| Name | Grant Date | Approval Date(1) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | | Threshold ($) | Target ($) | Maximum ($) | | | | | | Catherine Spear | N/A | N/A | 375,000 | 750,000 | 1,500,000 | | | | | | | 3/4/2025(4) | 2/24/2025 | | | | 847,458 | | | 4,059,324 | | | 8/12/2025(5) | 7/31/2025 | | | | | 727,097 | 6.63 | 631,892 | | Heather Hasson | 8/12/2025(6) | 7/31/2025 | | | | 947,868 | | | 6,284,365 | | | 8/12/2025(5) | 7/31/2025 | | | | | 727,097 | 6.63 | 631,892 | | | 8/12/2025(7) | 7/31/2025 | | | | | 2,863,828 | 6.63 | 1,167,984 | | Sarah Oughtred | N/A | N/A | 112,500 | 225,000 | 450,000 | | | | | | | 3/4/2025(8) | 2/24/2025 | | | | 321,077 | | | 1,537,959 |
Grants of Plan-Based Awards in Fiscal Year 2025
__________________ (1) For Mses. Spear and Hasson, represents the date of Board approval. For Ms. Oughtred, represents the date of Compensation Committee approval. (2) Amounts reflect potential payouts under the portion of our 2025 Bonus Program based on the Company’s achievement of pre-established financial metrics, assuming the Financial Performance Components of the 2025 Bonus Program were met at their respective “Threshold,” “Target” and “Maximum” levels. For more information about the 2025 Bonus Program, see “—Compensation Discussion and Analysis—Elements of Compensation—Cash Incentive Compensation—2025 Bonus Program” above. (3) For RSU awards, 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 fiscal year ended December 31, 2025. For Mses. Spear and Hasson’s option awards, amounts reflect the incremental fair value resulting from the Repricing computed in accordance with ASC Topic 718. (4) Represents the grant of RSUs that vested as to 1/16th of the shares of Class A common stock underlying the RSUs on July 1, 2025 and vests as to 1/16th of the shares of Class A Common Stock underlying the RSUs on each quarterly anniversary thereafter. (5) Represents 727,097 options originally granted to each of Mses. Spear and Hasson on May 26, 2021 with an original exercise price of $22.00 that were repriced on August 12, 2025 to an exercise price of $6.63. Although these options were fully vested, the vesting schedules of the options were amended such that they will vest and become exercisable monthly over a new two-year period. (6) Represents the grant of RSUs that vested as to 1/16th of the shares of Class A common stock underlying the RSUs on November 1, 2025 and vests as to 1/16th of the shares of Class A Common Stock underlying the RSUs on each quarterly anniversary thereafter. (7) Represents 2,863,828 options originally granted to Ms. Hasson on August 9, 2022 with an original exercise price of $11.79 that were repriced on August 12, 2025 to an exercise price of $6.63. Although these options were fully vested, the vesting schedule of the options was amended such that they will vest and become exercisable monthly over a new four-year period. (8) Represents the grant of RSUs that vested as to 1/16th of the shares of Class A common stock underlying the RSUs on August 1, 2025 and vests as to 1/16th of the shares of Class A Common Stock underlying the RSUs on each quarterly anniversary thereafter.
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
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, 2025. 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. Spear and Hasson 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, 2025, the last trading day of the last completed fiscal year, of $11.36 per share.
Outstanding Equity Awards at Fiscal Year-End Table
| Name | Grant Date | Option Awards | | | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 | — | 0.85 | 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) | 121,182 | 605,915 | 6.63 | 05/25/2031 | — | — | | | 05/09/2023(5) | 538,194 | 295,140 | 7.91 | 05/8/2033 | — | — | | | 05/09/2023(6) | — | — | — | — | 190,771 | 2,167,159 | | | 03/04/2024(6) | — | — | — | — | 407,609 | 4,630,438 | | | 03/04/2025(6) | — | — | — | — | 741,526 | 8,423,735 | | Heather Hasson | 02/22/2018(1)*† | 313,336 | — | 0.85 | 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) | 121,182 | 605,915 | 6.63 | 05/25/2031 | — | — | | | 08/09/2022(7) | 238,652 | 2,625,176 | 6.63 | 08/08/2032 | — | — | | | 8/12/2025(6) | — | — | — | — | 888,627 | 10,094,803 | | Sarah Oughtred | 08/12/2024(8) | — | — | — | — | 451,561 | 5,129,733 | | | 03/04/2025(9) | — | — | — | — | 280,943 | 3,191,512 |
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 vested and became 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. The vesting of the option held by Ms. Hasson was accelerated in connection with our IPO. (4) This option originally 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 grant date, subject to continued service through the applicable vesting date. On August 12, 2025, the option was repriced from an original exercise price of $22.00 to an exercise price of $6.63. The option was deemed unvested as of the Repricing and the vesting schedule was amended such that the option will vest and become exercisable monthly over a two-year period starting on September 12, 2025. 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 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. (6) 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. 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. With respect to the RSUs granted to Ms. Hasson, if (i) Ms. Hasson’s service is terminated by us without “cause” or by her for “good reason” (each, as defined in her amended and restated employment agreement), and, in each case, such termination occurs during the period beginning three months prior and ending 12 months following a change in control (as defined in the 2021 Plan) or (ii) Ms. Hasson’s service is terminated due to her death or “disability” (as defined in her amended and restated employment agreement), then 100% of the then-unvested shares subject to the RSU award will accelerate and vest. (7) This option originally 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). On August 12, 2025, the option was repriced from an original exercise price of $11.79 to an exercise price of $6.63. The option was deemed unvested as of the Repricing and the vesting schedule was amended such that the option will vest and become exercisable monthly over a four-year period starting on September 12, 2025. If (i) Ms. Hasson’s service is terminated by us without “cause” or by her for “good reason” (each, as defined in her amended and restated employment agreement), and, in each case, such termination occurs during the period beginning three months prior and ending 12 months following a change in control (as defined in the 2021 Plan) or (ii) Ms. Hasson’s service is terminated due to her death or “disability” (as defined in her amended and restated employment agreement), then 100% of the then-unvested shares subject to the option will accelerate and vest. If Ms. Hasson’s service is terminated by us other than for “cause” or by her for “good reason,” in each case, other than within the change in control period described in the preceding sentence, then 50% of the then-unvested shares subject to the option will accelerate and vest. (8) 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. (9) This RSU award vested as to 1/16th of the total number of shares of Class A common stock underlying the RSU award on August 1, 2025 and vests as to 1/16th of the shares of Class A common stock underlying the RSU award on each quarterly anniversary of the thereafter, subject to continued service through the applicable vesting date.
Option Exercises and Stock Vested in Fiscal Year 2025
Option Exercises and Stock Vested in Fiscal Year 2025
Option Exercises and Stock Vested in Fiscal Year 2025
| 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 | — | — | 399,295 | 2,461,156 | | Heather Hasson | — | — | 73,446 | 518,464 | | Sarah Oughtred | — | — | 245,388 | 1,594,410 |
Option Exercises and Stock Vested in Fiscal Year 2025
__________________ (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.
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.
Estimated Potential Payments
Estimated Potential Payments The following table summarizes the payments that would be made to our NEOs upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2025. 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.
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) | -- | 27,910 | -- | 27,910 | | | Restricted Stock Units Acceleration(2) | 15,221,332 | 15,221,332 | -- | 15,221,332 | | | Stock Options Acceleration(2) | 3,884,211 | 3,884,211 | -- | 3,884,211 | | | Cash Sale Bonus(3) | -- | -- | 3,750,000 | 3,750,000 | | | Total(4) | 19,105,543 | 21,133,453 | 3,750,000 | 27,883,453 | | Heather Hasson | Cash | -- | -- | -- | -- | | | COBRA Premiums(1) | -- | 51,427 | -- | 51,427 | | | Restricted Stock Units Acceleration(2) | 10,094,803 | -- | -- | 10,094,803 | | | Stock Options Acceleration(2) | 15,283,060 | 9,074,519 | -- | 15,283,060 | | | Cash Sale Bonus(3) | -- | -- | 1,500,000 | 1,500,000 | | | Total(4) | 25,377,863 | 9,125,946 | 1,500,000 | 26,929,290 | | Sarah Oughtred | Cash(5) | -- | 500,000 | -- | 500,000 | | | COBRA Premiums(1) | -- | -- | -- | -- | | | Restricted Stock Units Acceleration(2) | -- | -- | -- | 5,129,733 | | | Stock Options Acceleration(2) | -- | -- | -- | -- | | | Total(4) | -- | 500,000 | -- | 5,629,733 |
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, 2025. (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 $11.36, the closing trading price of our Class A common stock on December 31, 2025, the last trading day of fiscal year 2025 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 $11.36, the closing trading price of our Class A common stock on December 31, 2025. (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 $3,750,000, respectively, upon a Qualifying Cash Sale, as defined in the Cash Sale Bonus Letters. (4) The total amounts reported in this row may not equal the sum of amounts reflected in the preceding rows as a result of rounding to the nearest whole dollar as required by SEC rules. (5) Amounts are inclusive of any statutory payments required under the ESA.
Pay Versus Performance Table
Pay Versus Performance Table Under rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are required to disclose certain information about the relationship between the “compensation actually paid” to our NEOs and certain measures of company performance. The information that follows is provided in compliance with these rules; however, additional information regarding our compensation philosophy, the structure of our performance-based compensation programs and compensation decisions made in 2025 is described under “—Compensation Discussion and Analysis” above. Note that “compensation actually paid” does not necessarily reflect value actually realized by the NEOs. The following table sets forth both pay as reported in the Summary Compensation Table in this Proxy Statement and information concerning the “compensation actually paid” to our principal executive officers (“PEOs”) and other NEOs for each of the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025, and our total shareholder return (“TSR”), as well as net income and net revenues for each such fiscal year:
Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEO (Catherine Spear) ($) (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 ($) (in millions) | | | | | | | | | Total Shareholder Return ($)(3) | Peer Group Total Shareholder Return ($)(3) | | | | 2025 | 8,212 | N/A | 21,592 | N/A | 5,361 | 17,276 | 37.84 | 43.72 | 34.3 | 631.1 | | 2024 | 4,970 | N/A | 1,319 | N/A | 1,750 | 1,401 | 20.62 | 44.61 | 2.7 | 555.6 | | 2023 | 8,388 | N/A | 8,732 | N/A | 2,424 | 2,340 | 23.15 | 48.16 | 22.6 | 545.6 | | 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 |
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 Chairman 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:
Pay Versus Performance Table
| Year | PEO(s) | Non-PEO NEO(s) | | 2025 | Catherine Spear | Heather Hasson and Sarah Oughtred | | 2024 | Catherine Spear | Sarah Oughtred, Kevin Fosty and Daniella Turenshine | | 2023 | Catherine Spear | Daniella Turenshine | | 2022 | Heather Hasson and Catherine Spear | Daniella Turenshine | | 2021 | Heather Hasson and Catherine Spear | Daniella Turenshine and Jeffrey D. Lawrence |
Pay Versus Performance Table
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:
Pay Versus Performance Table
| | 2025 | | | Adjustments | PEO ($) | Average Non-PEO NEOs ($) | | Summary Compensation Table Total | 8,211,946 | 5,360,793 | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | (4,691,216) | (4,811,100) | | 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 | 11,338,126 | 13,832,769 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | 1,060,370 | 782,168 | | 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 | 4,457,650 | 1,167,285 | | 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 | 583,616 | 43,676 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | — | — | | 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 | 631,892 | 899,938 | | 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) | 21,592,384 | 17,275,529 |
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, 2024 and 2025 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, 2025 pursuant to Item 201(e) of Regulation S-K.
Narrative Disclosure to Pay Versus Performance Table
Narrative Disclosure to Pay Versus Performance Table
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, 2025: •net revenues; and •adjusted EBITDA margin.
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 2025, our last completed fiscal year: •The annual total compensation of our median employee, was $113,195; and •The annual total compensation of our CEO, as reported in the Summary Compensation Table presented above in this Proxy Statement was $8,211,946. Based on this information, for 2025 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 73 to 1.
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, 2025, which is within the last three months of 2025, 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, 2025, excluding our CEO, and any employees hired at the end of 2025 that did not receive a paycheck in 2025. 385 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, 2025. Annual bonuses were measured as of the payment date in 2026 pursuant to the 2025 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 2025. 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, 2025 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 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $113,195. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our Summary Compensation Table included above in this Proxy Statement for Catherine Spear, our CEO as of December 31, 2025. We believe the pay ratio included in this Proxy Statement is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
2025 Director Compensation
2025 Director Compensation The following table sets forth the compensation awarded to, earned by or paid to our non-employee directors who served on our Board during the fiscal year ended December 31, 2025, pursuant to our non-employee director compensation program and for service on special committees of the Board, each as further described below. Our co-founders Heather Hasson and Catherine Spear, who serve as our Executive Chairman and Chief Executive Officer, respectively, are also members of our Board but did not receive any additional compensation for service as a director. For more information regarding the compensation paid to Mses. Hasson and Spear in 2025, see “Executive Compensation—Executive Compensation Tables—Summary Compensation Table” above.
2025 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Total ($) | | Jeffrey Wilke(2) | 61,875 | 150,001 | — | 211,876 | | Jerry Jao(3) | 58,125 | 176,714 | | 234,839 | | Kenneth Lin(4) | 52,500 | 150,001 | — | 202,501 | | Mario Marte(5) | 62,500 | 150,001 | — | 212,501 | | J. Martin Willhite | 67,500 | 150,001 | — | 217,501 | | Melanie Whelan | 70,000 | 213,701 | 115,000 | 398,701 | | Sheila Antrum | 55,000 | 150,001 | — | 205,001 |
2025 Director Compensation
__________________ (1)Amounts reflect the full grant date fair value in accordance with ASC Topic 718. For Ms. Whelan, the Option Awards column reflects the grant date fair value of an award of stock options granted on March 27, 2025 as consideration for consulting services being provided to the Company beyond Ms. Whelan’s Board service. 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 fiscal year ended December 31, 2025. As of December 31, 2025, each director listed in this table held 29,412 RSUs and Ms. Whelan held 52,037 unvested options to purchase our Class A common stock. (2)Mr. Wilke served as member of the Compensation Committee through March 31, 2025. His annual retainer for Compensation Committee service was prorated accordingly. (3)The service of Mr. Jao on each of our Board, Audit Committee and Compensation Committee began on April 1, 2025. (4)Mr. Lin served as member of the Audit Committee through March 31, 2025. His annual retainer for Audit Committee service was prorated accordingly. (5)Mr. Marte served as interim chairperson of the Audit Committee until the appointment of Mr. Jao as chairperson of the Audit Committee on April 1, 2025, and as a member of the Audit Committee thereafter. His annual retainer for Audit Committee service was prorated accordingly. We reimburse any non-employee director for his or her reasonable out-of-pocket expenses incurred in attending Board and committee meetings.
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”). Following a review by the Compensation Committee and the Board, and in consultation with Pay Governance regarding prevailing market practices, the Board approved amendments to the Director Compensation Program on October 30, 2025 to increase the equity compensation provided under the program as set forth below. These changes were made to better align director compensation with market benchmarks and to ensure we continue to offer competitive compensation opportunities to our non-employee directors The Director Compensation Program consists of the following components: