DEF 14A of Hims & Hers Health, Inc., Apr 26, 2024

DEF 14A of Hims & Hers Health, Inc.

Filed Apr 26, 2024 · FY20230001773751-24-000110

Open on EDGAR

  1. How can I find out the results of the voting at the Annual Meeting?

    | Age: 66 Chief Medical Officer and Director Risk Committee | Dr. Patrick Carroll, M.D. Dr. Carroll joined our Board of Directors in February 2022 and is currently our Chief Medical Officer, a role he re-joined in December 2022, after having served in the same role at Hims & Hers from the consummation of the Business Combination through January 2022 and at Hims, Inc. from June 2019 through January 2021. In this role, he oversees all matters pertaining to provision of care, clinical outcomes, patient safety, healthcare information systems and strategic initiatives and programs that enhance the Hims & Hers care model. Prior to rejoining Hims & Hers, he was the Chief Medical Officer of Vida Health, a virtual care company designed to treat mental and physical conditions together, from February 2022 through October 2022, and for WHOOP, a health and fitness wearables company, from October 2022 through December 2022. Dr. Carroll was the Group Vice President and Chief Medical Officer of Walgreens from May 2014 to June 2019. Prior to joining Walgreens, Dr. Carroll served in various roles at Integrated Care Partners, Hartford HealthCare and Granite Medical Group. Dr. Carroll received his bachelor’s degree from the College of the Holy Cross and his medical degree from Dartmouth Medical School. Dr. Carroll is Board Certified in Family Practice and in Adolescent Medicine. We believe Dr. Carroll is qualified to serve on our Board of Directors given his significant medical experience and experience working in management and advisory roles. |

  2. Our Non-Employee Directors

    | Age: 49 Director Compensation Committee | Alex Bard Mr. Bard has served on our Board of Directors since the consummation of the Business Combination and served as a member of the Board of Directors of Hims, Inc. since December 2017. Since July 2017, Mr. Bard has served as a Managing Director at Redpoint Ventures. From September 2014 to July 2017, Mr. Bard served as Chief Executive Officer at Campaign Monitor. From September 2011 to September 2014, Mr. Bard was Executive Vice President & General Manager of the Service Cloud business at Salesforce.com, which acquired Assistly, Inc., where he was Founder and Chief Executive Officer from October 2009 to September 2011. Mr. Bard currently serves as a member of the board of directors of several privately held companies. He received a B.A. from Stony Brook University. |

  3. Our Non-Employee Directors

    | Age: 41 Director Chair, Risk Committee | Ambar Bhattacharyya Mr. Bhattacharyya joined our Board of Directors in March 2021. Since 2015, Mr. Bhattacharyya has served as a managing director of Maverick Ventures, which serves as the private investment arm of Maverick Capital. Prior to joining Maverick Ventures, he served in various roles at Bessemer Venture Partners and Bain Capital Ventures. He also currently serves as a member of the board of directors of several privately held companies. Mr. Bhattacharyya received a B.S. in Finance and a B.A. in Management from the University of Pennsylvania and an M.B.A. from Harvard Business School. |

  4. Our Non-Employee Directors

    | 12 | DIRECTORS AND EXECUTIVE OFFICERS |

  5. Our Non-Employee Directors

    | Age: 83 Director | Dr. Delos Cosgrove, M.D. Dr. Cosgrove has served on our Board of Directors since the consummation of the Business Combination. Dr. Cosgrove was a board observer for Hims, Inc. from October 2019 until formally becoming a member of our Board of Directors in September 2020. Dr. Cosgrove has served as an Executive Advisor for The Cleveland Clinic since December 2017, where he was the President and Chief Executive Officer from January 2004 through December 2017. He has been a director of American Well Corp. (Amwell), a telemedicine company, since 2019, and of View, Inc., glass-manufacturing company specializing in the production of smart glass, since 2021. He also currently serves as a member of the board of directors of several privately held companies. Dr. Cosgrove obtained a B.A. in Biology from Williams College and an M.D. from University of Virginia School of Medicine. He served as Chief of USAF in the Casualty Staging Flight in Da Nang, Republic of Vietnam, and as a surgeon at Hamilton AFB in California. He also received medical training at various hospitals in the U.S. and abroad. We believe Dr. Cosgrove is qualified to serve on our Board of Directors because of his significant medical training and experience in management and advisory roles. |

  6. Our Non-Employee Directors

    | Age: 49 Director | Anja Manuel Ms. Manuel joined our Board of Directors in April 2024. Ms. Manuel is the co-founder of and a partner in Rice, Hadley, Gates & Manuel LLC, a strategic consulting firm founded in 2009 that helps US companies navigate international regulatory issues and expand into international markets. She has also served as the Executive Director of the Aspen Strategy Group and Aspen Security Forum, a premier bi-partisan forum on foreign policy in the U.S, since January 2022. She previously served as an official in the U.S. State Department, as an attorney at WilmerHale, and as an investment banker at Salomon Brothers. Ms. Manuel lectured and was a research affiliate at Stanford University from 2009 to 2019 and 2024 through the present, teaching courses on U.S. Foreign Policy in Asia and Technology Policy. She is the author of the critically acclaimed book “This Brave New World: India, China and the United States,” published by Simon and Schuster in 2016, and numerous articles and papers. Ms. Manuel served as a member of the board of directors of Overseas Shipping Group, Inc., a publicly traded transportation company, from June 2017 to June 2023. She currently serves on the board of directors of Ripple Labs, Inc., a privately held blockchain payments company, since August 2017 and is a member of several advisory boards of private companies, foundations and governmental entities, including the U.S. Defense Department Policy Board. Ms. Manuel received an MA and BA in International Policy Studies from Stanford University and a J.D. from Harvard Law School. We believe Ms. Manuel is qualified to serve on our Board of Directors because of her extensive experience in government relations and regulatory matters, foreign policy, technology policy, international markets, and governance matters. |

  7. Our Non-Employee Directors

    | DIRECTORS AND EXECUTIVE OFFICERS | 13 |

  8. Our Non-Employee Directors

    | Age: 47 Director Audit Committee | Lynne Chou O’Keefe Ms. O’Keefe has served on our Board of Directors since the consummation of the Business Combination and served as a member of the Board of Directors of Hims, Inc. since November 2020. Ms. O’Keefe’s experience includes both healthcare operating and investing roles for over 20 years. She is the Founder and Managing Partner of Define Ventures since October 2018 and serves on the boards of several private companies. Previously, Ms. O’Keefe was a Partner in the Life Sciences Group of Kleiner Perkins from June 2013 to October 2018. She previously served on the boards of several privately held companies. Ms. O’Keefe received a B.S. in Industrial Engineering from Stanford University and an M.B.A. from Harvard Business School. |

  9. Our Non-Employee Directors

    | Age: 55 Director | Christopher Payne Mr. Payne joined our Board of Directors in March 2024. He is currently a strategic advisor for DoorDash, Inc. and served as President and Chief Operating Officer of DoorDash from January 2016 through March 2023. He was the Chief Executive Officer of Tinder, Inc. from March to September 2015. From September 2010 through December 2014, Mr. Payne served as Senior Vice President, North American Marketplaces of eBay Inc. He was also the founder and Chief Executive Officer of Positronic, Inc. from July 2007 through December 2008 (when it was acquired by eBay Inc.). He also served in various management level roles at Microsoft and Amazon from 1998 to 2007. Mr. Payne has been a director of Gogo Inc., provider of in-flight broadband Internet service and other connectivity services for business aircraft, since 2014. Mr. Payne also was on the board of directors of Rue La La from July 2011 to October 2013. Mr. Payne holds a B.A. in U.S. History from Dartmouth College. We believe Mr. Payne’s extensive operational and management experience across the technology industry, as well as his public company management and board experience, make Mr. Payne a valuable addition to our Board of Directors. |

  10. Our Non-Employee Directors

    | 14 | DIRECTORS AND EXECUTIVE OFFICERS |

  11. Our Non-Employee Directors

    | Age: 54 Director Audit Committee | Christiane Pendarvis Ms. Pendarvis joined our Board of Directors in February 2023. She is currently the Co-Chief Executive Officer of PATTERN Beauty, a consumer retail hair care company with products designed for curly, coily and tight-textured hair. Prior to joining PATTERN, from January 2020 to June 2023, she served as Co-President/Chief Merchandising & Design Officer for Savage X Fenty, a direct-to-consumer (DTC) intimate apparel, loungewear and activewear brand serving men and women. She was SVP, E-commerce and Marketplaces for FullBeauty Brands, a multi-brand DTC retailer serving the women’s plus size and men’s big and tall market, from April 2018 to Jan 2020. Prior to her tenure at FullBeauty, she held various leadership roles at Charming Charlie, Minted, Gap Inc., American Eagle and Victoria’s Secret. She has been a board member of Hootsuite, a privately-held social media management platform, since October 2021, where she is chair of the Governance and Nomination Committee and a member of the Audit Committee. Ms. Pendarvis holds a B.A. in Economics from Harvard University and an M.B.A. from UNC Kenan-Flagler Business School. We believe Ms. Pendarvis’ extensive experience building brands and scaling operations for consumer retail and DTC companies make Ms. Pendarvis a valuable addition to our Board of Directors. |

  12. Our Non-Employee Directors

    | Age: 43 Director Chair, Compensation Committee | Andrea Perez Ms. Perez joined our Board of Directors in March 2021. Ms. Perez was the Senior Vice President of Brand, Products and Services Marketing of Sony Interactive Entertainment from September 2022 to April 2024. She was previously the Global Vice President and General Manager for Brand Jordan’s Women’s Division at Nike, a position she held from October 2017 through September 2022. During her tenure at Nike, she held several positions, including VP/GM for Jordan Kids; General Manager for North America Soccer from November; and Senior Brand Director for Global Football (soccer) and Global Brand Director for Tennis. Ms. Perez was a co-founder of the Women of Nike employee group, and served as chair of the governance committee for the Women’s Sport Foundation. She also serves on several advisory boards for national and global start-ups in the services and technology sector. Ms. Perez received a B.A. in Marketing from Tecnologico de Monterrey and an M.B.A. from Dartmouth’s Tuck School of Business, with a Julia Stell Award for Outstanding Leadership. We believe Ms. Perez is qualified to serve on our Board of Directors given her experience at high profile consumer brands and her years of leadership experience running a division focused on women’s products. |

  13. Our Non-Employee Directors

    | DIRECTORS AND EXECUTIVE OFFICERS | 15 |

  14. Our Non-Employee Directors

    | Age: 52 Lead Independent Director Chair, Audit Committee Risk Committee | David Wells Mr. Wells has served on our Board of Directors since the consummation of the Business Combination and served on the Board of Directors of Hims, Inc. from September 2020 through January 2021. Mr. Wells is considered an audit committee financial expert, having served as a public company Chief Financial Officer and audit committee chair. He most recently served as the Chief Financial Officer of Netflix from December 2010 to January 2019. During his time at Netflix, Mr. Wells served as overall head of Financial Planning & Analysis and spent two years, from July 2015 to July 2017, in the Netherlands as part of the build-up of Netflix’s European operations. Since 2015, he has served on the board of directors of Trade Desk, Inc., a public company that provides a technology platform for advertising buyers, and is the audit committee chair and a member of its compensation committee. Mr. Wells has served as a board member of Wise PLC, a company specializing in instant cross-border money transfer, since 2019, where he is Chair of the Board (formerly Senior Independent Director) and has served on the Audit & Risk and the Remuneration (Compensation) Committees. Mr. Wells received a B.S. in Commerce and English from the University of Virginia and an M.B.S./M.P.P. Magna Cum Laude from the University of Chicago. We believe Mr. Wells is qualified to serve on our Board of Directors because of his experience as a public company Chief Financial Officer and financial expertise. |

  15. Our Non-Employee Directors

    Corporate Governance and Board Matters

  16. Controlled Company Exemption

    Controlled Company Exemption We are a ‘‘controlled company’’ within the meaning of the corporate governance standards of the NYSE because Mr. Dudum beneficially owns shares of our Class A Common Stock and Class V Common Stock representing more than 50% of the total voting power of the outstanding shares of our capital stock. As a ‘‘controlled company,’’ we may elect not to comply with the following NYSE rules regarding corporate governance: •the requirement that a majority of our Board consist of independent directors; •the requirement to have a nominating and corporate governance committee composed entirely of independent directors and a written charter addressing the committee’s purpose and responsibilities; •the requirement to have a compensation committee composed entirely of independent directors and a written charter addressing the committee’s purpose and responsibilities; and •the requirement of an annual performance evaluation of the nominating and corporate governance and compensation committees. We may elect to utilize one or more of these exemptions for so long as we remain a ‘‘controlled company.’’ Notwithstanding the availability of these exemptions, our Board currently consists of a majority of directors who qualify as ‘‘independent’’ under the rules of the NYSE. Additionally, as described below, we maintain both an audit committee and a compensation committee that consist entirely of independent directors, and conduct an annual performance evaluation of each of these committees. We do not have a nominating and corporate governance committee, as the Board believes that it is in the best interests of the Company to rely on the insight and expertise of all directors in the nominating process. The typical functions of this committee are addressed by our full Board.

  17. Independence of the Board of Directors

    Independence of the Board of Directors Under our Corporate Governance Guidelines and the NYSE rules, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with us or any of our subsidiaries and that the NYSE’s per se bars to determining a director independent have not been triggered. Our Board has undertaken a review of its composition, the composition of its committees and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that none of Mr. Bard, Mr. Bhattacharyya, Dr. Cosgrove, Ms. Manuel, Ms. O’Keefe, Mr. Payne, Ms. Pendarvis, Ms. Perez or Mr. Wells has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors qualifies as ‘‘independent’’ as that term is defined under the rules of the NYSE. In making these determinations, our Board considered the relationships that each non-employee director has with us and all other facts and circumstances the Board deemed relevant in determining their independence, including the director’s beneficial ownership of our Class A common stock and the relationships of our non-employee directors with certain of our significant stockholders.

  18. Independence of the Board of Directors

    | CORPORATE GOVERNANCE AND BOARD MATTERS | 17 |

  19. Board Leadership Structure

    Board Leadership Structure Our Corporate Governance Guidelines provide that the Board may separate or combine the roles of the Chairman of the Board and Chief Executive Officer when and if it deems advisable and in the best interest of the Company and its stockholders to do so. Currently, the roles are combined, with Mr. Dudum serving as Chief Executive Officer and Chairman of our Board. The Board periodically reviews our leadership structure and may make such changes in the future as it deems appropriate and in the best interests of the Company and its stockholders. Our Corporate Governance Guidelines further provide that, if the Chairman of the Board does not qualify as independent, the Board will appoint an independent director as the ‘‘Lead Independent Director’’ to facilitate communications among management, the independent directors, and the Chairman of the Board. The Lead Independent Director’s responsibilities include actively participating in setting agendas for Board meetings, presiding at executive sessions of the Board, and performing such other duties as specified by the Board. Mr. Wells currently serves as our Lead Independent Director.

  20. Information Regarding the Board and its Committees

    Information Regarding the Board and its Committees The Board of Directors has three standing committees: an audit committee, a compensation committee and a risk committee. Our Board may establish other committees to facilitate the management of our business. Our Board and its committees set schedules for meetings throughout the year and can also act by written consent from time to time, as appropriate. Our Board delegates various responsibilities and authority to its committees as generally described below. The committees regularly report on their activities and actions to the full Board. Each member of the audit committee and compensation committee qualifies as an independent director in accordance with the listing standards of the NYSE. Each committee has a written charter that has been approved by the full Board. Members serve on these committees until their resignation or until otherwise determined by our Board. Our audit committee charter and compensation committee charter can be found in the investor relations section of our website at https://investors.forhims.com/governance. Below is a description of each committee of our Board.

  21. Executive Compensation Policies and Practices

    | Compensation Element | Compensation Purpose | | Base Salary | Provide our executives with a fixed amount of cash designed to allow satisfaction of ongoing living expenses in a manner that is competitive in the market in which we compete for talent | | Annual Incentive Bonus | Reward our executives for contributions to Company short-term performance | | Long-Term Incentive Compensation | Promote an employee ownership culture and executive retention, maximize stockholder value by aligning the interests of our executives with those of our stockholders through the grant of equity awards, and incentivize achievement of our strategic and operational goals |

  22. Role of Management

    Role of Management In discharging its responsibilities, the members of the compensation committee work with members of our management, including our CEO. In addition, our Chief Legal Officer regularly attends the general portion of the compensation committee meetings and members of our management team from the Company’s Finance and Human Resources departments also occasionally participate in compensation committee meetings to provide information to the committee. Our management assists the compensation committee by providing information on corporate and individual performance, market compensation data, and management’s perspective on compensation matters. The compensation committee solicits and reviews our CEO’s proposals with respect to program structures, as well as his recommendations for adjustments to base salaries, annual incentive bonus opportunities, and long-term incentive compensation opportunities, and other compensation-related matters for our executive officers (except with respect to his own compensation). At least each fiscal year, our CEO reviews the performance of our other executive officers based on such individual’s level of success in accomplishing business objectives and his or her overall performance and then shares these evaluations with, and makes compensation recommendations to, the compensation committee. The members of the compensation committee review and discuss our CEO’s proposals and recommendations with our CEO and consider them as a factor in determining and approving the compensation of our executive officers. Our CEO also generally attends meetings of our Board of Directors and the compensation committee at which executive compensation matters are addressed, except with respect to consideration and decisions involving his own compensation.

  23. Role of the Compensation Consultant

    Role of the Compensation Consultant The members of the compensation committee have the authority to retain an external compensation consultant to assist them by providing information, analysis, and other advice relating to the compensation of our executive officers, including our Named Executive Officers, including the authority to approve the consultant’s reasonable fees and other retention terms. The compensation consultant reports directly to the compensation committee and its chair and serves at the discretion of the compensation committee, which reviews the engagement annually. In September 2020, our Board of Directors engaged Compensia, Inc. (‘‘Compensia’’), a national compensation consulting firm, to serve as compensation consultant to the Board, and upon its formation in January 2021, the compensation committee, to advise on executive compensation matters, including competitive market pay practices for our executive officers, including our Named Executive Officers, and with the data analysis and selection of a compensation peer group. During 2023, Compensia attended the meetings of the compensation committee, both with and without management present, as requested and provided various services, including, but not limited to, the review and analysis of the compensation of the members of our Board of Directors; the review and analysis of the compensation of our executive officers; the analysis, selection, and updating of a compensation peer group; assistance with developing the Company’s compensation philosophy; the review and analysis of competitive market positioning and competitive market data for various executive roles; the review of practices with respect to compensation recovery policies; the review of market practices for the design of a short-term incentive bonus plan; the review of practices with respect to stock ownership guidelines; a compensation risk assessment; the review and analysis of equity dilution versus peers; updates on regulatory trends and developments related to executive compensation; the review of Say-on-Pay vote results; and advice on other compensation committee items as requested. The terms of Compensia’s engagement include reporting directly to the compensation committee chair. In 2023, Compensia did not provide any other services to us. The compensation committee has evaluated its relationship with Compensia to assess Compensia’s independence from management. This review process included a review of the services that Compensia provided, the quality of those services, and the fees associated with the services provided during 2023. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), Section 303A.05(c)(iv) of the NYSE rules, and such other factors as were deemed relevant under the circumstances, the compensation committee has determined that no conflict of interest was raised as a result of the work performed by Compensia.

  24. Role of the Compensation Consultant

    | 38 | COMPENSATION DISCUSSION AND ANALYSIS |

  25. Competitive Positioning

    Competitive Positioning The compensation committee believes that peer group comparisons are useful guides to evaluate the competitiveness of our executive compensation program and related policies and practices. For purposes of assessing the compensation of our executive officers against the competitive market, the compensation committee reviews and considers the compensation levels and practices of a select group of peer companies. This compensation peer group consists primarily of companies in the health and wellness, technology and consumer technology, and consumer sectors that are similar to us in terms of revenue, market capitalization, and industry focus. The competitive data drawn from this compensation peer group is only one of several factors that the compensation committee considers in making decisions with respect to the compensation of our executive officers. At least annually, with the assistance of Compensia, the compensation committee reviewed its then-current compensation peer group and considers changes in order to reflect our financial profile, to account for changes in both our business and the businesses of the companies in the peer group, and to reflect any other warranted changes. In October 2022, the compensation committee agreed upon an updated compensation peer group. The companies in this compensation peer group used for purposes of establishing our executive compensation program for 2023 were selected on the basis of their similarity to us, based on the following criteria: •publicly traded companies headquartered in the United States and traded on a major United States stock exchange; •companies in the healthcare industry (including healthcare services and healthcare technology), companies in the technology and consumer technology industries (including application software, interactive media and services, internet and direct marketing retail, internet services and infrastructure, and systems software), companies in the consumer industry (including personal products), and companies in the educations services industry; •companies with revenues within a range of approximately 0.5x to approximately 4.0x of our then-last four fiscal quarter revenue of approximately $500 million (approximately $250 million to approximately $2 billion); and •companies with market capitalization within a range of approximately 0.33x to approximately 4.0x of our estimated valuation of approximately $1.3 billion as of September 2022 (approximately $445 million to approximately $5.3 billion). As a result, the compensation committee approved a compensation peer group for 2023 compensation decisions consisting of the following companies:

  26. Competitive Positioning

    | 1Life Healthcare | Digital Ocean | PagerDuty | | Ascend | Duolingo | Q2 | | Box | Fastly | SmartSheet | | Bumble | GoodRx Holding | Sprinklr | | CarGurus | LivePerson | Udemy | | Core Scientific | LiveRamp | Yelp | | Coursera | NerdWallet | ZipRecruiter |

  27. Competitive Positioning

    The compensation committee used data drawn from the companies in our compensation peer group, as well as data from a custom data cut drawn from the Radford Global Technology Survey database, to evaluate the competitive market when determining the target total direct compensation packages for our executive officers, including our Named Executive Officers, including base salary, target annual incentive bonus opportunities, and long-term incentive compensation opportunities.

  28. Competitive Positioning

    | COMPENSATION DISCUSSION AND ANALYSIS | 39 |

  29. Competitive Positioning

    Compensation Elements As noted above, our executive compensation program consists of three principal elements – base salary, annual incentive bonus opportunities, and long-term incentive compensation in the form of equity awards. The relative proportion of fixed and incentive compensation paid to our CEO and to our other Named Executive Officers for 2023 is reflected below.

  30. Annual Incentive Bonus Plan

    Annual Incentive Bonus Plan The Company offers an annual cash bonus plan to provide selected employees, including our executive officers, with the opportunity to earn cash bonus awards based upon the achievement of Company short-term financial and strategic performance goals (the ‘‘Annual Incentive Bonus Plan’’). We use the Annual Incentive Bonus Plan to motivate our applicable employees, including our executive officers, to achieve our financial performance goals as set forth in our annual operating plan. Pursuant to the Annual Incentive Bonus Plan, the compensation committee established a target annual incentive bonus opportunity for each participant in the plan with actual awards paid from the bonus pool determined based on actual performance against pre-established financial goals during the applicable performance period. For 2023, the performance period was January 1, 2023 through December 31, 2023. Unless otherwise determined by the compensation committee, to be eligible to earn an incentive bonus award, a participant must be employed by us or an affiliate of the Company on the date the incentive bonus award is paid. Earned incentive bonus awards, if any, are to be paid in cash no later than two and one-half months following the end of the applicable performance period and after the compensation committee has determined and certified the level of performance achieved and the amount of the incentive bonus awards earned. The compensation committee reserves the right, in its sole discretion, to settle a bonus award in cash or with a grant of a share-based award under our then-current equity compensation plan (or a combination thereof with an aggregate value equal to the earned bonus). All annual incentive bonus awards under the Annual Incentive Bonus Plan are subject to any Company recoupment or ‘‘clawback’’ policy, as may be in effect from time to time, including any policy required by Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. We adopted a clawback policy that is compliant with the requirements of Exchange Act Rule 10D-1 in July 2023.

  31. Target Annual Incentive Bonus Opportunities for 2023

    Target Annual Incentive Bonus Opportunities for 2023 The initial target annual incentive bonus opportunity of each of our executive officers, including our Named Executive Officers, was established through arm’s-length negotiation at the time of hire or through the compensation review process at the time we promoted the individual, taking into account his or her position, qualifications, experience, prior salary level, and the base salaries of our other executive officers.

  32. Target Annual Incentive Bonus Opportunities for 2023

    | COMPENSATION DISCUSSION AND ANALYSIS | 41 |

  33. Target Annual Incentive Bonus Opportunities for 2023

    The compensation committee annually establishes the target incentive bonus opportunity for each eligible participant, including each Named Executive Officer, based upon a specific percentage of such participant’s annual base salary for the performance period. In setting these percentages, the compensation committee takes into consideration the recommendations of our CEO, as well as the other factors described in ‘‘Compensation-Setting Process – Setting Target Total Direct Compensation’’ above. In February 2023, the compensation committee set the target annual incentive bonus opportunities for our executive officers, including our Named Executive Officers. The target annual incentive bonus opportunities of our Named Executive Officers were as follows:

  34. Target Annual Incentive Bonus Opportunities for 2023

    | Named Executive Officer | 2023 Target Annual Incentive Bonus Opportunity (as a percentage of base salary) | 2022 Target Annual Incentive Bonus Opportunity (as a percentage of base salary) | | Mr. Dudum | 100% | 100% | | Ms. Baird | 70% | 60% | | Mr. Okupe | 75% | 60% | | Ms. Boughton | 65% | 60% | | Mr. Chi | 70% | 60% |

  35. Corporate Performance Measures

    Corporate Performance Measures During 2023, participants in the Annual Incentive Bonus Plan were eligible to receive bonus awards based upon our actual achievement against two corporate performance metrics that were selected by the compensation committee and that were closely related to the financial and strategic objectives that were important to us. In February 2023, the compensation committee selected ‘‘Revenue’’ (weighted 60%) and ‘‘Adjusted EBITDA’’ (weighted 40%), as defined below, as the two corporate performance metrics for the Annual Incentive Bonus Plan for 2023. The compensation committee believed these performance metrics were appropriate because, in its view, they were strong indicators of the successful execution of our business objectives for 2023, and they provided a strong emphasis on growth while managing expenses and strengthening our customer and commercial relationships. The compensation committee also believed these metrics would influence the creation of sustainable long-term stockholder value. The corporate performance metrics used for purposes of the Annual Incentive Bonus Plan for 2023 were defined as follows: •‘‘Revenue’’ meant our GAAP total net revenue for 2023, as reflected in our audited financial statements for 2023; and •‘‘Adjusted EBITDA,’’ which is a non-GAAP financial measure, meant net loss before stock-based compensation, depreciation and amortization, acquisition-related costs (which includes (i) acquisition professional services; and (ii) consideration paid for employee compensation with vesting requirements incurred directly as a result of acquisitions, inclusive of revaluation of earn-out consideration recorded in general and administrative expenses), income taxes, changes in fair value of liabilities, impairment of long-lived assets, interest income, one-time merger bonuses and warrant expense, and amortization of debt issuance costs.

  36. Corporate Performance Measures

    | 42 | COMPENSATION DISCUSSION AND ANALYSIS |

  37. Corporate Performance Measures

    In February 2023, the compensation committee established a threshold, target, and maximum achievement level for each of these corporate performance metrics. Each of the corporate performance metrics was evaluated separately and could be earned independently from the other performance metric. Achievement levels for performance between the threshold and target performance levels and between the target and maximum performance levels were to be calculated using straight-line interpolation. The threshold, target, and maximum performance levels and bonus pool funding for each of the corporate performance metrics were as follows:

  38. Corporate Performance Measures

    | Performance Metric | Threshold (0% Payout) | Threshold (50% payout) | Target (100% Payout) | 125% Payout | 150% Payout | Maximum (200% Payout) | | Revenue | < $684 million | $684 million (90% of target performance | $760 million | $800 million (106% of target performance) | $850 million (112% of target performance | $900 million (119% of target performance) | | Adjusted EBITDA | < $20.5 million | $20.5 million (90% of target performance) | $22.8 million | $28 million (125% of target performance) | $34 million (150% of target performance) | $45 million (200% of target performance) |

  39. Annual Incentive Bonus Plan Payments

    Annual Incentive Bonus Plan Payments Under the Annual Incentive Bonus Plan, cash bonus awards were to be paid from a bonus pool based on our performance with respect to each of the corporate performance metrics and the extent to which each objective was achieved for the applicable year. The compensation committee did not make any discretionary adjustments to the bonus pool or the incentive cash bonus awards earned by our Named Executive Officers during 2023. The percentage achievement and the corresponding payment levels with respect to each corporate performance metric, as determined by the compensation committee based on our actual performance, is set forth in the table below. For purposes of determining the weighted percentage achievement level, if the percentage achievement level exceeded 100%, the weighted percentage achievement level was determined by multiplying the applicable percentage achievement level by the applicable weighting percentage.

  40. Annual Incentive Bonus Plan Payments

    | Performance Metric | Weighting Percentage | Target Performance Level | Actual Performance Level | Percentage Achievement Level | Weighted Percentage Achievement Level | | Revenue | 60% | $760 million | $872 million | 172% | 103% | | Adjusted EBITDA | 40% | $22.8 million | $49.5 million | 200% | 80% | | Total Weighted Percentage Achievement Level | | | | | 183% |

  41. Annual Incentive Bonus Plan Payments

    As a result, the compensation committee established a bonus pool based on the total weighted percentage achievement level and our Named Executive Officers earned annual incentive bonus awards equal to 183% of their target annual incentive bonus opportunities.

  42. Annual Incentive Bonus Plan Payments

    | COMPENSATION DISCUSSION AND ANALYSIS | 43 |

  43. Annual Incentive Bonus Plan Payments

    The following table sets forth the target incentive bonus opportunities and the actual incentive bonus award made to our Named Executive Officers for 2023.

  44. Annual Incentive Bonus Plan Payments

    | Named Executive Officer | Target Annual Cash Bonus Opportunity (as a percentage of base salary) | Target Annual Incentive Bonus Opportunity | Weighted Percentage Achievement Level | Annual Incentive Bonus Award | | Mr. Dudum | 100% | $625,000 | 183% | $1,144,998 | | Ms. Baird | 70% | $343,000 | 183% | $628,375 | | Mr. Okupe | 75% | $371,250 | 183% | $680,129 | | Ms. Boughton | 65% | $286,000 | 183% | $523,951 | | Mr. Chi | 70% | $339,500 | 183% | $621,963 |

  45. Long-Term Incentive Compensation

    Long-Term Incentive Compensation As a technology company that encounters significant competition for qualified personnel, long-term incentive compensation plays a critical role in our ability to attract, hire, motivate, reward, and retain qualified and experienced executives. The use of long-term incentive compensation in the form of equity awards is necessary for us to compete for qualified executives without significantly increasing cash compensation and is the most important element of our executive compensation program. We use equity awards to incentivize and reward our executive officers, including our Named Executive Officers, for long-term corporate performance based on the value of our Class A Common Stock and thereby align their interests with the interests of our stockholders. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards serve as an incentive for our executive officers to create sustainable value for our stockholders. Equity awards also help us retain our executive officers in a highly competitive market. During 2023, the compensation committee made grants of equity awards to our executive officers as part of the compensation committee’s annual review of executive compensation and for retention purposes. See ‘‘Compensation-Setting Process – Setting Target Total Direct Compensation’’ above for the factors that are considered in determining the size of equity awards. When calculating the number of shares subject to an award designated in terms of fair value, we generally divide the applicable fair value by the average of the Company’s stock price on the NYSE over the 60 trading days ending on the day immediately preceding the grant date.The terms and conditions of these equity awards are as follows:

  46. Long-Term Incentive Compensation

    | 44 | COMPENSATION DISCUSSION AND ANALYSIS |

  47. RSU Awards

    RSU Awards In February 2023, the compensation committee approved grants of RSU awards to our executive officers, including our Named Executive Officers, that may be settled for shares of our Class A Common Stock, with such awards vesting quarterly over four years commencing on the first Company Quarterly Vesting Date following the date of such grant, subject to continuous service conditions. ‘‘Company Quarterly Vesting Date’’ means each of March 15, June 15, September 15, and December 15 of a given year. The aggregate number of shares underlying the RSU awards granted to our Named Executive Officers by the compensation committee were as follows:

  48. RSU Awards

    | Named Executive Officer | RSU Award Granted (number of shares subject to award) | | Mr. Dudum | 567,144 | | Ms. Baird | 260,756 | | Mr. Okupe | 293,350 | | Ms. Boughton | 195,567 | | Mr. Chi | 260,756 |

  49. Stock Option Awards

    Stock Option Awards In February 2023, the compensation committee approved the grant of stock option awards to our executive officers, including our Named Executive Officers, that may be exercised at a price of $11.53 per share for shares of our Class A Common Stock, with such awards vesting on a monthly basis commencing on the first monthly anniversary of the date of grant, over four years, subject to continuous service conditions. The aggregate number of shares underlying the stock option awards granted to our Named Executive Officers by the compensation committee were equal to the following amounts, as measured on the date of the grant:

  50. Stock Option Awards

    | Named Executive Officer | Stock Option Award Granted (number of shares subject to award) | | Mr. Dudum | 214,461 | | Ms. Baird | 98,603 | | Mr. Okupe | 110,928 | | Ms. Boughton | 73,952 | | Mr. Chi | 98,603 |

  51. PRSU Awards

    PRSU Awards In February 2023, the compensation committee approved the grant of PRSU awards to our executive officers, including our Named Executive Officers, that may be settled for shares of our Class A Common Stock, with such awards vesting upon the achievement of certain revenue and Adjusted EBITDA performance targets, as well as continued service, at the end of the three-year period ending with fiscal year 2025. The compensation committee concluded that including a performance-based long-term incentive award in the mix of equity awards granted to our Named Executive Officers during 2023 would appropriately focus our executive team on our long-term strategic objectives in a way that further aligns their interests with those of our stockholders.

  52. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation The compensation committee takes accounting considerations into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is Financial Accounting Standards Board Accounting Standards Codification Topic 718 (‘‘ASC Topic 718’’), the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC Topic 718 requires us to record a compensation expense in our income statement for all equity awards granted to our executive officers, other employees, and the non-employee members of our Board of Directors. This compensation expense is based on the grant date ‘‘fair value’’ of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards. Report of the Compensation Committee of the Board of Directors The compensation committee of our Board of Directors has reviewed and discussed with the Company’s management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, and based on this review and discussion, the compensation committee recommends to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement. Compensation Committee: Andrea Perez (chair) Alex Bard

  53. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table shows the compensation earned or received by or paid to our Named Executive Officers in 2023, 2022, and 2021.

  54. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total Compensation ($) | | Mr. Dudum Chief Executive Officer and Chairman | 2023 | 612,040 | 11,116,592 | 1,305,179 | 1,200,000 | 167,600 | 14,401,411 | | | 2022 | 600,000 | 2,824,999 | 6,296,219 | 1,092,329 | 3,000 | 10,816,547 | | | 2021 | 573,875 | 13,053,177 | — | 1,600,203 | 3,000 | 15,230,255 | | Ms. Baird Chief Operating Officer | 2023 | 490,000 | 5,111,076 | 600,084 | 561,600 | 3,000 | 6,765,760 | | | 2022 | 468,000 | 1,499,999 | 3,941,333 | 446,671 | 3,000 | 6,359,003 | | | 2021 | 466,913 | 3,977,305 | — | 330,933 | 3,000 | 4,778,151 | | Mr. Okupe(5) Chief Financial Officer | 2023 | 495,000 | 5,749,954 | 675,092 | 505,973 | 6,375 | 7,432,394 | | | 2022 | 422,727 | 4,199,998 | 2,446,967 | 350,000 | 3,000 | 7,422,692 | | Ms. Boughton Chief Legal Officer | 2023 | 415,700 | 3,833,310 | 450,061 | 510,000 | 3,000 | 5,212,071 | | | 2022 | 425,000 | 874,997 | 2,299,110 | 354,656 | 3,000 | 3,956,763 | | | 2021 | 371,437 | 1,532,529 | — | 815,518 | 3,000 | 2,722,484 | | Mr. Chi(5) Chief Commercial Officer | 2023 | 485,000 | 5,111,076 | 600,084 | 510,000 | 3,000 | 6,709,160 | | | 2022 | 425,000 | 2,549,993 | 3,170,758 | 89,774 | — | 6,235,525 |

  55. 2023 Summary Compensation Table

    (1)The 2023 salaries of Mr. Dudum and Ms. Boughton reflect parental leaves of absence taken by each executive. (2)Represents the aggregate grant date fair value of stock awards and option awards granted to our Named Executive Officers, computed in accordance with ASC Topic 718. The assumptions used in determining the grant date fair value of the stock option awards are set forth in Note 15 to our audited consolidated financial statements for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2024. For RSUs, the grant date fair value per share is equal to the closing price of our class A common stock on the NYSE on the grant date. For PRSUs, the grant date fair value per share is equal to the closing price of our class A common stock on the NYSE on the grant date and the number of shares granted assumes 100% of the target performance level is achieved. (3)Represents cash amounts earned under our annual incentive bonus plans with respect to 2020 performance paid in 2021 (as applicable), 2021 performance paid in 2022, and 2022 performance paid in 2023. (4)Represents a maximum $3,000 Company match for participation in the 401(k) Plan for each Named Executive Officer in 2021, 2022 and 2023. Mr. Dudum’s 2023 amount also includes a reimbursement of $164,600 for a home security system. Mr. Okupe’s 2023 amount also includes a reimbursement of $3,375 for an office lease. (5)Mr. Okupe joined the Company in 2022. Mr. Chi joined the Company in 2021 and became a Named Executive Officer in 2022.

  56. 2023 Summary Compensation Table

    | COMPENSATION DISCUSSION AND ANALYSIS | 49 |

  57. Grants of Plan-Based Awards in 2023 Table

    Grants of Plan-Based Awards in 2023 Table The following table summarizes the equity and other awards granted to our Named Executive Officers in 2023.

  58. Grants of Plan-Based Awards in 2023 Table

    | | | | Estimated future payouts under non-equity incentive plan awards(1) | | | Estimated future awards under equity incentive plan awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/share) | Grant Date Fair Value of Stock & Option Awards(5) (#) | | Name | Grant Date | Compensation Committee Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold Number of Shares (#) | Target Number of Shares (#) | Maximum Number of Shares (#) | | | | | | Mr. Dudum | 3/1/23 | 2/16/23 | | | | | | | | 214,461 | 11.53 | 1,305,179 | | | 3/1/23 | 2/16/23 | | | | 198,500 | 397,001 | 794,002 | | | | 4,577,422 | | | 3/1/23 | 2/16/23 | | | | | | | 567,144 | | | 6,539,170 | | | | | 312,500 | 625,000 | 1,250,000 | | | | | | | | | Ms. Baird | 3/1/23 | 2/16/23 | | | | | | | | 98,603 | 11.53 | 600,084 | | | 3/1/23 | 2/16/23 | | | | 91,264 | 182,529 | 365,058 | | | | 2,104,559 | | | 3/1/23 | 2/16/23 | | | | | | | 260,756 | | | 3,006,517 | | | | | 171,500 | 343,000 | 686,000 | | | | | | | | | Mr. Okupe | 3/1/23 | 2/16/23 | | | | | | | | 110,928 | 11.53 | 675,092 | | | 3/1/23 | 2/16/23 | | | | 102,672 | 205,345 | 410,690 | | | | 2,367,628 | | | 3/1/23 | 2/16/23 | | | | | | | 293,350 | | | 3,382,326 | | | | | 185,625 | 371,250 | 742,500 | | | | | | | | | Ms. Boughton | 3/1/23 | 2/16/23 | | | | | | | | 73,952 | 11.53 | 450,061 | | | 3/1/23 | 2/16/23 | | | | 68,448 | 136,897 | 273,794 | | | | 1,578,422 | | | 3/1/23 | 2/16/23 | | | | | | | 195,567 | | | 2,254,888 | | | | | 143,000 | 286,000 | 572,000 | | | | | | | | | Mr. Chi | 3/1/23 | 2/16/23 | | | | | | | | 98,603 | 11.53 | 600,084 | | | 3/1/23 | 2/16/23 | | | | 91,264 | 182,529 | 365,058 | | | | 2,104,559 | | | 3/1/23 | 2/16/23 | | | | | | | 260,756 | | | 3,006,517 | | | | | 169,750 | 339,500 | 679,000 | | | | | | | |

  59. Grants of Plan-Based Awards in 2023 Table

    (1)The portion of the annual bonus based on corporate performance may range from a threshold of 50% to a maximum of 200% of the target bonus. Additional detail regarding the determination of cash bonuses is included above under ‘‘Compensation Discussion and Analysis — Annual Incentive Bonus Plan — Corporate Performance Measures.’’ Actual payments are set forth under ‘‘Compensation Discussion and Analysis — Annual Incentive Bonus Plan — Annual Incentive Bonus Plan Payments’’ above and included in the ‘‘2023 Summary Compensation Table’’ above.

  60. Grants of Plan-Based Awards in 2023 Table

    | 50 | COMPENSATION DISCUSSION AND ANALYSIS |

  61. Grants of Plan-Based Awards in 2023 Table

    (2)Amounts shown for PRSUs represent the range of possible payouts under the awards, subject to the holder’s continued service, following a three-year performance period that ends with fiscal year 2025. See “Compensation Elements – Long-Term Incentive Compensation” above for additional details regarding the PRSUs. (3)The stock awards (RSUs) vest over a four-year period in substantially equal quarterly installments beginning on the first quarterly vesting date after March 15, 2023, with the RSUs vesting on each of March 15, June 15, September 15, and December 15, subject to the Named Executive Officer’s continuous service as of each vesting date. (4)The option awards vest over a four-year period in substantially equal monthly installments beginning April 1, 2023, subject to the Named Executive Officer’s continuous service as of each vesting date. (5)Represents the grant date fair value of such equity awards, computed in accordance with ASC Topic 718. The actual amounts realized by the Named Executive Officers will vary based on a number of factors, including our stock price at the time of each vesting event. The assumptions used in determining the grant date fair value of the stock option awards are set forth in Note 15 to our audited consolidated financial statements for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2024. For RSUs, the grant date fair value per share is equal to the closing price of our common stock on the NYSE on the grant date.

  62. Grants of Plan-Based Awards in 2023 Table

    | COMPENSATION DISCUSSION AND ANALYSIS | 51 |

  63. Option Exercises and Stock Vested in 2023 Table

    Option Exercises and Stock Vested in 2023 Table The following table provides information about stock option exercises and the vesting of RSU awards that occurred during 2023. The values for exercised stock options reflect the difference between the aggregate option exercise price and the market price of our Class A Common Stock on the date of the exercise multiplied by the number of shares purchased upon exercise. The values for RSUs that vested during 2023 reflect the per share closing price of our Class A Common Stock on the vesting date multiplied by the number of shares that vested.

  64. Option Exercises and Stock Vested in 2023 Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Mr. Dudum | 313,257 | 2,195,083 | 412,150 | 3,325,180 | | Mr. Okupe | — | — | 421,769 | 3,554,706 | | Ms. Baird | 208,000 | 1,687,716 | 194,004 | 1,565,532 | | Ms. Boughton | 100,000 | 657,674 | 120,690 | 972,114 | | Mr. Chi | — | — | 212,298 | 1,714,499 |

  65. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We may provide payments to our executive officers upon their termination or a change in control of the Company. Such payments are made pursuant to each executive officer’s Change in Control/Severance Agreement as described in ‘‘Post-Employment Compensation’’ above.

  66. Involuntary Termination Involving a Change in Control

    | 58 | DIRECTOR COMPENSATION |

  67. Involuntary Termination Involving a Change in Control

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Alex Bard | 59,375 | 144,255 | 203,630 | | Ambar Bhattacharyya | 65,500 | 144,255 | 209,755 | | Dr. Patrick Carroll | 54,000 | 144,255 | 198,255 | | Dr. Delos Cosgrove | 50,000 | 144,255 | 194,255 | | Kirsten Green* | 31,799 | — | 31,799 | | Jules Maltz* | 43,514 | — | 43,514 | | Lynne Chou O’Keefe | 62,500 | 144,255 | 206,755 | | Christiane Pendarvis | 45,000 | 670,392 | 715,392 | | Andrea Perez | 61,250 | 144,255 | 205,505 | | David Wells | 83,155 | 144,255 | 227,410 |

  68. Involuntary Termination Involving a Change in Control

    | | | | Average Summary Compensation Table Total for Non- PEO NEOs(1,4) ($) | Average Compensation Actually Paid to Non- PEO NEOs(1,5) ($) | Value of Initial Fixed $100 Investment Based On: | | | Company-Selected Measure* Revenue (in thousands)(9) ($) | | Year* | Summary Compensation Table Total for PEO(1,2) ($) | Compensation Actually Paid to PEO(1,3) ($) | | | Total Shareholder Return (‘‘TSR’’)(6) ($) | Peer Group Total Shareholder Return(7) ($) | Net Loss (in thousands)(8) ($) | | | 2023 | 14,401,411 | 21,357,371 | 6,529,846 | 8,030,837 | 58 | 76 | (23,546) | 872,000 | | 2022 | 10,816,547 | 10,725,679 | 4,987,020 | 5,825,534 | 42 | 47 | (65,678) | 526,916 | | 2021 | 15,230,255 | 26,759,950 | 3,330,464 | 741,286 | 42 | 90 | (107,659) | 271,878 | | 2020 | 26,575,832 | 74,015,273 | 3,857,691 | 9,034,592 | — | — | (18,114) | 148,757 |

  69. Involuntary Termination Involving a Change in Control

    | PAY VERSUS PERFORMANCE DISCLOSURE | 61 |

  70. Involuntary Termination Involving a Change in Control

    | 62 | PAY VERSUS PERFORMANCE DISCLOSURE |

  71. Involuntary Termination Involving a Change in Control

    | PAY VERSUS PERFORMANCE DISCLOSURE | 63 |

  72. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in the section ‘‘Executive Compensation – Compensation Discussion and Analysis,’’ the Company’s executive compensation program emphasizes our maintaining a competitive executive compensation program in the markets in which we compete for talent as well as fostering an ownership mentality among our senior executives. As such we offer compensation packages that provide fixed compensation, short-term incentives that generally align to our annual financial and operational objectives and performance, and long-term incentives designed to align our executives’ interests with those of our stockholders. As a relatively new company and newly public company (founded in 2017 and becoming publicly traded in 2021), the Company’s compensation program and philosophy is growing and evolving with the Company. While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the Pay Versus Performance table, and such measures were not designed/intended to specifically align our performance in any given year with ‘‘compensation actually paid’’ as defined and computed in accordance with Item 402(v) of Regulation S-K. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of (1) the most important financial performance measures used by the Company to link performance with compensation actually paid to the Company’s NEOs and (2) the relationships between our executive compensation and the financial information presented in the Pay Versus Performance Table.

  73. Financial Performance Measures

    | 64 | PAY VERSUS PERFORMANCE DISCLOSURE |

  74. Compensation Actually Paid and Total Shareholder Return

    Compensation Actually Paid and Total Shareholder Return The following graph reflects the relationship between the PEO and average non-PEO NEO “compensation actually paid” (“CAP”), our cumulative Total Shareholder Return (“TSR”) and the TSR of the NASDAQ Internet Index (“Peer TSR”), assuming an initial fixed investment on December 31, 2020 of $100, for the fiscal years ended December 31, 2023, 2022 and 2021.

  75. Compensation Actually Paid and Total Shareholder Return

    | PAY VERSUS PERFORMANCE DISCLOSURE | 65 |

  76. Compensation Actually Paid and Net Income/(Loss)

    Compensation Actually Paid and Net Income/(Loss) The following graph reflects the relationship between the PEO and average non-PEO NEO CAP, and our net income (loss) for the fiscal years ended December 31, 2023, 2022 and 2021. While we are required by SEC rules to disclose the relationship between our net income and “compensation actually paid” to our NEOs, this is not a metric our compensation committee currently uses in evaluating our NEOs’ compensation.

  77. Compensation Actually Paid and Revenue

    Compensation Actually Paid and Revenue The following graph reflects the relationship between the PEO and average non-PEO NEO CAP, and our GAAP revenue for the fiscal years ended December 31, 2023, 2022 and 2021. CEO Pay Ratio Under SEC rules, we are required to provide the following information regarding the relationship between the total annual compensation of Mr. Dudum, our Chief Executive Officer, and the median total annual compensation of our employees (other than Mr. Dudum) for fiscal year 2023: •Mr. Dudum’s total annual compensation, as reported in the ‘‘Total Compensation’’ column in the ‘‘Summary Compensation Table for Fiscal Year 2023’’ included in this Proxy Statement, was $14,401,411. •The total annual compensation of the median employee of all employees (other than Mr. Dudum) of the Company (including our consolidated subsidiaries and variable interest entities) was $108,384. •Based on the above, for fiscal year 2023, the ratio of Mr. Dudum’s total annual compensation to the median of the total annual compensation of our employees was 131 to 1. We believe that this pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act of 1933. The median employee used for our fiscal year 2023 analysis was determined using fiscal year 2023 annualized base salaries, bonuses earned and equity compensation. Such employee’s total annual compensation is calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, yielding the median total annual compensation disclosed above. We used December 31, 2023 to determine our employee population to determine our median employee. Although we identified a new median employee for 2023, our calculation methodology for 2023 was the same methodology used to calculate our 2022 pay ratio. Independent Registered Public Accounting Firm Independent Registered Accounting Firm for 2024 The audit committee has selected KPMG LLP as the independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending December 31, 2024. Although action by the stockholders on this matter is not required, the audit committee and the Board of Directors believe it is appropriate to seek stockholder ratification of this selection in light of the role played by the independent registered public accounting firm in reporting on the Company’s consolidated financial statements. Ratification requires the affirmative vote of a majority of eligible shares present at the Annual Meeting, online or by proxy, and voting thereon. If this appointment is not ratified by the stockholders, the audit committee may reconsider its selection. One or more representatives of KPMG LLP are expected to attend the Annual Meeting. They will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions. Audit, Audit-Related, Tax and All Other Fees The table below sets forth the aggregate fees billed by KPMG in 2022 and 2023.

  78. Compensation Actually Paid and Revenue

    | | 2023 ($) | 2022 ($) | | Audit Fees(1) | 2,699,624 | 2,365,000 | | Audit-Related Fees, Tax Fees, Other Fees(2) | — | — | | Total | 2,699,624 | 2,365,000 |

  79. Compensation Actually Paid and Revenue

    (1)Audit fees include fees for services performed to comply with the standards established by the Public Company Accounting Oversight Board, including the audit of our consolidated financial statements. This category also includes fees for services that generally only the principal independent auditor reasonably can provide, such as consents for registration statements, assistance with and review of our SEC filings and one-time audit-related diligence. (2)There were no Audit-Related Fees, Tax Fees, or Other Fees provided by our principal independent auditor. Approval Policies and Procedures The formal written charter for our audit committee requires that the audit committee (i) review and approve, in advance, the scope and plans for the audits and the audit fees and (ii) approve in advance (or, where permitted under the rules and regulations of the SEC, subsequently) all non-audit and tax services to be performed by the independent auditor that are not otherwise prohibited by law or regulations and any associated fees. Our audit committee has adopted pre-approval policies and procedures for the engagement of independent accountants to render services to the Company. With respect to each proposed pre-approved service, KPMG must provide the audit committee with the background information regarding the specific services to be provided. If applicable, the term of any pre-approval is 12 months from the date of pre-approval, unless the audit committee specifically provides for a different period. All other audit and non-audit services not included from time to time in the pre-approved services must be specifically pre-approved by the audit committee. Pursuant to the policy, pre-approval authority is delegated to the chair of the audit committee, or to one or more of its other members designated by the chair, and such person is to report any pre-approval decisions to the audit committee at its next scheduled meeting for ratification. The audit committee pre-approved all services provided by KPMG during fiscal 2023 in accordance with the pre-approval policies and procedures. Report of the Audit Committee of the Board of Directors The material in this report is not ‘‘soliciting material,’’ is not deemed ‘‘filed’’ with the SEC and is not to be incorporated by reference in any filing of Hims & Hers under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. The audit committee of our Board is comprised of three non-employee directors and operates under a written charter adopted by our Board. Our Board annually reviews the NYSE listing standards’ definition of independence for audit committee members and has determined that each member of the audit committee meets that standard. Our Board has determined that Mr. Bhattacharyya and Ms. O’Keefe are financially literate and that Mr. Wells qualifies as an audit committee financial expert within the meaning of SEC regulations and has accounting or related financial management expertise under the NYSE listing standards. The principal purpose of the audit committee is to assist our Board in its general oversight of our accounting and financial reporting processes and audits of our financial statements. The audit committee is responsible for selecting and engaging our independent auditor and approving the audit and non-audit services to be provided by the independent auditor. The audit committee’s function is more fully described in its charter, which our Board adopted and which the audit committee reviews on an annual basis. In the performance of its oversight function, at its committee meeting in February 2024, the audit committee reviewed and discussed with management the audited financial statements of Hims & Hers for the year ended December 31, 2023 (the ‘‘Hims & Hers Financial Statements’’) and the assessment of Hims & Hers’ internal control over financial reporting. The audit committee has retained KPMG LLP as the Company’s independent auditor for 2024. The audit committee also discussed with the independent registered public accounting firm of Hims & Hers the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (the ‘‘PCAOB’’) and the SEC. The audit committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence and discussed the independent accountants’ independence with the independent accountants. Based upon the review and discussions referred to above, the audit committee recommended to the Board that the Hims & Hers Financial Statements be included in the 2023 Annual Report. Submitted by the Audit Committee of the Board of Directors: David Wells (chair) Lynne Chou O’Keefe Christiane Pendarvis

  80. Compensation Actually Paid and Revenue

    | Proposals | | | | | | | | Proposal 1 | 70 | Proposal 2 | 72 | Proposal 3 | 73 | |

  81. Compensation Actually Paid and Revenue

    Election of Directors Our Board currently consists of eleven directors. The term of each of our directors expires at the Annual Meeting. Our Board has nominated Andrew Dudum, Dr. Patrick Carroll, M.D., Dr. Delos Cosgrove, M.D., Anja Manuel, Christopher Payne, Christiane Pendarvis, Andrea Perez and David Wells for election at the Annual Meeting. Alex Bard, Ambar Bhattacharyya and Lynne Chou O’Keefe, each a current director, have not been nominated for re-election and will cease to serve as a director immediately following the conclusion of the Annual Meeting, at which time the number of directors constituting the Board of Directors will be reduced from eleven to eight. We sincerely thank Mr. Bard, Mr. Bhattacharyya and Ms. O’Keefe for their service to the Company. If each of the nominees are elected, they will serve on our Board until our 2025 annual meeting of stockholders and until their respective successors have been elected and qualified. The nominees for director at the Annual Meeting, their ages as of April 26, 2024, their positions and their offices held with the Company are set forth below. Other biographical information for the members of our Board is set forth in this proxy statement under the heading ‘‘Directors, Executive Officers and Corporate Governance—Directors and Executive Officers.’’ For so long as the shares of Class V Common Stock held by Mr. Dudum and his affiliates and permitted transferees continue to remain outstanding, our Restated Certificate of Incorporation provides that our Board will not be classified into three classes of directors and all of our directors will stand for reelection each year. Following the date on which all shares of Class V Common Stock convert into shares of Class A Common Stock on a one-for-one basis, we intend that the Board will be classified into three classes of directors, each of whom will hold office for a three-year term. Each person nominated for election has agreed to serve if elected. Directors are elected by a plurality of the votes properly cast in person or by proxy. This means that nominees receiving the highest number of ‘‘For’’ votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the eight nominees named below. However, if you are a street name stockholder, which means that your shares are held by a broker, bank or other nominee, your shares will not be voted for the election of directors unless you have provided voting instructions to your nominee.

  82. Compensation Actually Paid and Revenue

    | PROPOSAL ONE | 71 |

  83. Compensation Actually Paid and Revenue

    Nominees at the Annual Meeting

  84. Compensation Actually Paid and Revenue

    | Name | Age | Position(s) with Hims & Hers | | Andrew Dudum | 35 | Chief Executive Officer, Director and Chairman | | Dr. Patrick Carroll, M.D. | 66 | Chief Medical Officer and Director | | Dr. Delos Cosgrove, M.D. | 83 | Director | | Anja Manuel | 49 | Director | | Andrea Perez | 43 | Director | | Christopher Payne | 55 | Director | | Christiane Pendarvis | 54 | Director | | David Wells | 52 | Lead Independent Director |

  85. Compensation Actually Paid and Revenue

    We believe that the director nominees reflect a Board that is comprised of directors who (i) are predominantly independent, (ii) are of high integrity, (iii) have broad, business related knowledge and experience at the policy-making level in business, government, or technology, including their understanding of the Company’s industry and business in particular, (iv) have individual qualifications, relationships, and experience that would increase the overall effectiveness of the Board, (v) meet other requirements as may be required by applicable rules, such as financial literacy or financial expertise with respect to audit committee members, (vi) are committed to enhancing stockholder value, and (vii) have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Specific experiences, qualifications, attributes or skills of nominees that contributed to our conclusion that the nominees should serve as directors are noted in their biographies. Diversity of our Eight Director Nominees

  86. Compensation Actually Paid and Revenue

    | Gender Identity | Demographic Background | Board Tenure |

  87. Compensation Actually Paid and Revenue

    | ● Female ● Male | ● African American or Black ● Hispanic or Latinx ● White ● 2 or more Races/Ethnicities | ● 0-3 years ● 4-10 years |

  88. Compensation Actually Paid and Revenue

    | The Board of Directors unanimously recommends a vote “FOR” each of the eight director nominees. |

  89. Compensation Actually Paid and Revenue

    Ratification of Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024 The audit committee appoints our independent registered public accounting firm. The audit committee evaluates the qualifications, performance and independence of our independent registered public accounting firm and determines whether to re-engage our current firm. As part of its evaluation, the audit committee considers, among other factors, the quality and efficiency of the services provided by the firm, including the performance, technical expertise, industry knowledge and experience of the lead audit partner and the audit team assigned to our account; the overall strength and reputation of the firm; the firm’s global capabilities relative to our business; and the firm’s knowledge of our operations. KPMG LLP (‘‘KPMG’’) has served as the independent registered public accounting firm of Hims & Hers and its predecessors since 2019. Neither KPMG nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors and providing audit and permissible non-audit related services. Upon consideration of these and other factors, the audit committee has appointed KPMG to serve as our independent registered public accounting firm for the year ending December 31, 2024. Neither our bylaws nor other governing documents or applicable law require stockholder ratification of the selection of KPMG as our independent registered public accounting firm. However, the Board is submitting the selection of KPMG to the stockholders for ratification as a matter of good corporate governance. If the stockholders fail to ratify the selection, the audit committee of our Board will reconsider whether or not to retain the firm. Even if the selection is ratified, the audit committee of our Board in its discretion may direct the appointment of different independent auditors at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. Representatives of KPMG are expected to be present at the Annual Meeting and will have the opportunity to make statements if they desire to do so and to respond to appropriate questions. The affirmative vote of the holders of a majority of the votes cast at the Annual Meeting will be required to ratify the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2024. Abstentions and broker non-votes will be counted as present for purposes of determining the presence of a quorum but will not be considered as votes cast for or against this proposal and will therefore have no effect on the outcome of the vote.

  90. Compensation Actually Paid and Revenue

    | The Board of Directors unanimously recommends a vote “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. |

  91. Compensation Actually Paid and Revenue

    Non-Binding Advisory Vote on Executive Compensation We are asking our stockholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement. Although this is an advisory vote and is not binding on us or our Board of Directors, the views expressed by our stockholders, whether through this vote or otherwise, are important to management and the Board, and accordingly, the Board and the compensation committee intend to review and consider the voting results when making future decisions regarding our executive compensation programs. This ‘‘say-on-pay’’ vote is required pursuant to Section 14A of the Exchange Act and is considered good corporate governance. As we explain in the Compensation Discussion and Analysis (‘‘CD&A’’) in this proxy statement, our executive compensation programs are designed to attract, reward and retain our named executive officers, who are vital to the success of our Company. Our programs reward our named executive officers for achieving specific annual and strategic goals. We strongly encourage you to review the CD&A. The compensation committee reviews the compensation programs for our named executive officers to ensure the executive compensation structure aligns with our stockholders’ interests and current market practices. All committee members are independent directors who apply generally accepted governance practices to compensation decisions. We believe that our executive compensation design, policy and strategy are critical in motivating our executives to seek innovative solutions that contribute to Hims & Hers’ continued success. Accordingly, our Board of Directors is asking our stockholders to indicate their support for the compensation of our named executive officers, as described in this proxy statement, by casting a non-binding advisory vote ‘‘FOR’’ the following resolution: ‘‘RESOLVED, that the stockholders approve the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables, and related disclosures contained in the proxy statement.’’

  92. Compensation Actually Paid and Revenue

    | The Board of Directors unanimously recommends a vote “FOR” approval, on a non-binding, advisory basis, of compensation paid to our named executive officers. |

  93. Compensation Actually Paid and Revenue

    Additional Information Stockholder Nominations and Proposals for the 2025 Annual Meeting of Stockholders Pursuant to SEC Rule 14a-8, some stockholder proposals may be eligible for inclusion in the Company’s proxy statement for the 2025 annual meeting of stockholders. To be considered for inclusion in next year’s proxy statement, stockholder proposals must be received by our Secretary at our principal executive office, located at 2269 Chestnut Street, #523, San Francisco, California 94123, no later than the close of business on December 27, 2024. Proposals to be presented at our 2025 annual meeting of stockholders that are not intended for inclusion in the proxy statement must be submitted in accordance with the applicable advance notice provisions of our bylaws. Our bylaws provide that, for stockholder nominations to the Board or other proposals to be considered at an annual meeting, the stockholder must have given timely notice thereof in writing to our Secretary at to our principal executive office, located at 2269 Chestnut Street, #523, San Francisco, California 94123. To be timely, notice must be received by our Secretary not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. If, however, the date of the annual meeting in any given year is advanced by more than 30 days, or delayed by more than 70 days, from the first anniversary of the preceding year’s annual meeting, a stockholder’s notice must be so received no earlier than the 120th day prior to such annual meeting and no later than the close of business on the later of (A) the 90th day prior to such annual meeting and (B) the 10th day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever first occurs. Assuming the date of our 2024 annual meeting of stockholders is not so advanced or delayed, stockholders who wish to make a proposal at the 2025 annual meeting of stockholders must notify us no earlier than February 6, 2025 and no later than March 8, 2025. Such notice must provide the information required by our bylaws with respect to each matter the stockholder proposes to bring before the 2025 annual meeting of stockholders. You are advised to review our bylaws, which describe such information and other requirements about advance notice of stockholder proposals and director nominations. A copy of our current bylaws may be found in the investor relations section of our website at https://investors.forhims.com/governance. In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 7, 2025. Stockholders Sharing the Same Address If you reside at the same address as one or more other Hims & Hers stockholders, your broker, bank or other nominee may have sent you a notice explaining that your household will receive only one annual report and proxy statement for each company in which you hold stock through that broker, bank or other nominee. This practice of sending only one copy of proxy materials is known as ‘‘householding.’’ This procedure reduces printing costs and postage fees and also helps protect the environment. If you received a householding communication, only one copy of our proxy materials will be sent to your address, unless different instructions were given by any stockholder at that address. Upon written or oral request, the Company will promptly deliver a separate copy of the proxy materials to any stockholder at a shared address to which a single copy of documents was delivered. If you and another stockholder of record with whom you share an address participate in householding and you wish to receive an individual copy of our Proxy Materials now or discontinue your future participation in householding, please contact Broadridge Financial Solutions, Inc. toll-free at 1-866-540-7095 or by writing to Broadridge Financial Solutions, Inc., Attn: Householding Department, 51 Mercedes Way, Edgewood, NY 11717. Any stockholders who share the same address and receive multiple copies of our proxy materials who wish to receive only one copy in the future can contact their bank, broker or other nominee or our investor relations department at the address or telephone number listed above.

  94. Compensation Actually Paid and Revenue

    | ADDITIONAL INFORMATION | 75 |

  95. Compensation Actually Paid and Revenue

    Other Matters The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters as Hims & Hers may recommend. It is important that your shares be represented at the Annual Meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote at your earliest convenience on the Internet or by telephone as instructed, or by executing and returning a proxy card in the envelope provided.

  96. Compensation Actually Paid and Revenue

    | A-1 |

  97. Compensation Actually Paid and Revenue

    Appendix A