DEF 14A of Hims & Hers Health, Inc., Apr 25, 2025

DEF 14A of Hims & Hers Health, Inc.

Filed Apr 25, 2025 · FY20240001773751-25-000136

Open on EDGAR

  1. April 25, 2025

    April 25, 2025 Dear stockholder: You are cordially invited to attend the Annual Meeting of Stockholders (the ‘‘Annual Meeting’’ or the ‘‘2025 Annual Meeting’’) of Hims & Hers Health, Inc., a Delaware corporation (‘‘Hims & Hers,’’ the ‘‘Company,’’ ‘‘we,’’ ‘‘us,’’ or ‘‘our’’), which will be held on Thursday, June 12, 2025 at 11:00 a.m. Pacific Time. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/HIMS2025. We believe a virtual meeting provides expanded access, improves communication, enables increased stockholder attendance and participation, and provides cost savings for our stockholders and the Company. The enclosed Notice of 2025 Annual Meeting of Stockholders and proxy statement includes details regarding admission and describes the proposals to be considered and voted upon at the Annual Meeting. We encourage you to read this information carefully. Your vote is important. We hope you plan to virtually attend the Annual Meeting, but whether or not you plan to virtually attend the Annual Meeting, we hope you will vote as soon as possible. To ensure that your vote will be received and counted, please vote online, by telephone or by mailing your proxy card, in each case by following the instructions included with the proxy card. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions using one of these voting options. On behalf of the Board of Directors and senior management, I would like to express our appreciation for your continued support and interest in Hims & Hers. Very truly yours, Andrew Dudum Chief Executive Officer, Director and Chairman of the Board Notice of 2025 Annual Meeting of Stockholders

  2. April 25, 2025

    | Date Thursday, June 12, 2025 | Time 11:00 a.m. Pacific Time. | Place Virtually by visiting www.virtualshareholdermeeting.com/HIMS2025. | Record Date Stockholders of record as of the close of business on April 14, 2025 are entitled to vote. |

  3. April 25, 2025

    Items of Business

  4. April 25, 2025

    | 1 | To elect the ten director nominees to serve until the 2026 annual meeting of stockholders; | | 2 | To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; | | 3 | To approve, on an advisory basis, the compensation of our named executive officers; and | | 4 | To transact such other business as may properly come before the Annual Meeting or any continuation or adjournment thereof. |

  5. April 25, 2025

    Adjournments and Postponements Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed. Voting Your vote is important. We hope you plan to virtually attend the Annual Meeting, but whether or not you plan to virtually attend the Annual Meeting, we hope you will vote as soon as possible. To ensure that your vote will be received and counted, please vote online, by telephone or by mailing your proxy card, in each case by following the instructions included with the proxy card. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions using one of these voting options. If you have any questions regarding this information or the proxy materials, please visit the investor relations section of our website at https://investors.forhims.com or contact our investor relations department at investors@forhims.com. By Order of the Board of Directors

  6. April 25, 2025

    | | Soleil Boughton Chief Legal Officer and Corporate Secretary | San Francisco, California April 25, 2025 |

  7. April 25, 2025

    | Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 12, 2025: This notice of Annual Meeting, proxy statement and accompanying form of proxy card are being made available on or about April 25, 2025. This proxy statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and the proxy card are available free of charge at www.proxyvote.com. |

  8. April 25, 2025

    The Board of Directors recommends that you vote ‘‘FOR’’ the election of all nominees for director in Proposal No. 1, ‘‘FOR’’ Proposal No. 2, and ‘‘FOR’’ Proposal No. 3. Special Note Regarding Forward-Looking Statements This proxy statement includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the ‘‘Securities Act’’) and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can be identified by the use of forward-looking terminology, including the words ‘‘believe,’’ ‘‘estimate,’’ ‘‘anticipate,’’ ‘‘expect,’’ ‘‘assume,’’ ‘‘imply,’’ ‘‘intend,’’ ‘‘plan,’’ ‘‘may,’’ ‘‘will,’’ ‘‘potential,’’ ‘‘project,’’ ‘‘predict,’’ ‘‘continue,’’ ‘‘could,’’ or ‘‘should,’’ or, in each case, their plural, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our expected future financial and business performance; our market opportunity; the administration of our risk oversight; and the design of our compensation programs. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the ‘‘Risk Factors’’ section of our most recently filed Annual Report on Form 10-K. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Table of Contents

  9. April 25, 2025

    | Proxy Summary | 1 | | Directors and Executive Officers | 4 | | Corporate Governance and Board Matters | 12 | | Security Ownership of Certain Beneficial Owners and Management | 20 | | Certain Relationships and Related Party Transactions | 23 | | Compensation Discussion and Analysis | 24 | | Director Compensation | 51 | | Equity Compensation Plan Information | 53 | | Pay Versus Performance Disclosure | 54 | | CEO Pay Ratio | 60 | | Independent Registered Public Accounting Firm | 61 | | Report of the Audit Committee of the Board of Directors | 62 | | Proposal 1 – Election of Directors | 64 | | Proposal 2 – Ratification of Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024 | 66 | | Proposal 3 – Non-binding Advisory Vote on Executive Compensation | 67 | | Additional Information | 68 | | Appendix A | A-1 |

  10. April 25, 2025

    Proxy Summary Meeting Details

  11. April 25, 2025

    | Date Thursday, June 12, 2025 | Time 11:00 a.m. Pacific Time | Place Virtually by visiting www.virtualshareholdermeeting.com/HIMS2025 | Record Date Stockholders of record as of the close of business on April 14, 2025 are entitled to vote. |

  12. April 25, 2025

    How to Vote

  13. April 25, 2025

    | Online You may vote online by logging in at www.proxyvote.com and following the instructions for internet voting on the proxy card or on the instructions that accompanied your proxy materials. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on June 11, 2025. | Phone You may vote by telephone by dialing 1-800-690-6903 and following the instructions for voting by phone on the proxy card that may be mailed to you. Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on June 11, 2025. | | Mail If a proxy card is mailed to you, you may vote by completing, signing and dating the proxy card and returning it in the envelope provided. | At the Meeting You may vote electronically at the Annual Meeting by going to www.virtualshareholdermeeting.com/HIMS2025 and using your unique control number that you received in the mail to log in. |

  14. April 25, 2025

    Voting Recommendations

  15. April 25, 2025

    | Proposals | | Board Recommendation | Page Reference | | 1 | To elect the ten director nominees to serve until the 2026 annual meeting of stockholders; | FOR each nominee | 64 | | 2 | To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and | FOR | 66 | | 3 | To approve, on an advisory basis, the compensation of our named executive officers | FOR | 67 |

  16. April 25, 2025

    | 2 | PROXY SUMMARY |

  17. April 25, 2025

    Directors The following current directors are nominated for election at the 2025 annual meeting, with their skills and experience below.

  18. April 25, 2025

    | | | | | Committees | | | | | Name | Age | Position(s) with Hims & Hers | Independent | Audit | Compensation | Nominating & Corporate Governance | Risk | | Andrew Dudum | 36 | Chief Executive Officer, Director and Chairman | | | | Chair | | | Deb Autor | 58 | Director | • | | | | ● | | Patrick Carroll, M.D. | 67 | Chief Medical Officer and Director | | | | | | | Delos Cosgrove, M.D. | 84 | Director | • | | | | | | Anja Manuel | 50 | Director | • | ● | | | ● | | Christopher Payne | 56 | Director | • | | ● | ● | Chair | | Christiane Pendarvis | 55 | Director | • | ● | | | | | Andrea Perez | 44 | Director | • | | Chair | | | | Kåre Schultz | 63 | Director | • | | | | ● | | David Wells | 53 | Lead Independent Director | • | Chair | | ● | ● |

  19. April 25, 2025

    | | Andrew Dudum | Deb Autor | Patrick Carroll | Delos Cosgrove | Anja Manuel | Christopher Payne | Andrea Perez | Christiane Pendarvis | Kåre Schultz | David Wells | | C-Suite / Strategic Leadership Experience | ● | ● | ● | ● | | ● | | ● | ● | ● | | Healthcare Industry | ● | ● | ● | ● | | | | | ● | | | Medical Expertise | | | ● | ● | | | | | | | | FDA and/or Pharmaceutical Expertise | | ● | | | | | | | ● | | | IT/Cybersecurity Insight | ● | | ● | | | ● | | | ● | ● | | Operations Experience | ● | | | | | ● | ● | ● | ● | | | Finance/Accounting Acumen | | | | | ● | ● | | ● | ● | ●⧫ | | Legal, Regulatory, and/or Public Policy Expertise | | ● | | | ● | ● | | | | | | M&A/Integrations and Capital Markets Experience | ● | | | | | ● | | | ● | ● | | Public Company Board Experience | ● | ● | ● | ● | | ● | ● | | ● | ● | | Brand/Marketing Expertise | ● | | ● | | | ● | ● | ● | | ● | | Direct to Consumer / Digital Commerce Experience | ● | | | | | ● | ● | ● | | ● | | International Experience | | | | | ● | ● | ● | | ● | ● |

  20. April 25, 2025

    ⧫ denotes Financial Expertise/SOX

  21. April 25, 2025

    | PROXY SUMMARY | 3 |

  22. April 25, 2025

    Business Highlights

  23. April 25, 2025

    | | | | | Our total FY 2024 revenue was $1.5B | Our total Subscribers(1) at year-end FY 2024 were 2.2M | Our net income (loss) for FY 2024 was $126.0M | | 69% YoY | 45% YoY | $(23.5)M FY 2023 |

  24. April 25, 2025

    | | | | | Our Adjusted EBITDA(2) for FY 2024 was $176.9M | Our operating cash flow for FY 2024 was $251.1M | Our Free Cash Flow(2) for FY 2024 was $198.3M | | $49.5M FY 2023 | $73.5M FY 2023 | $47.0M FY 2023 |

  25. April 25, 2025

    (1)“Subscribers” are customers who have one or more “Subscriptions” pursuant to which they have agreed to be automatically billed on a recurring basis at a defined cadence. The Subscription billing cadence is typically defined as a number of days (for example, billed every 30 days or every 90 days), which are excluded from our reporting when payment has not occurred at the contracted billing cadence. Subscribers can cancel or snooze Subscriptions in between billing periods to stop receiving additional products and/or services and can reactivate Subscriptions to continue receiving additional products and/or services. (2)Adjusted EBITDA and Free Cash Flow are non-GAAP financial measures. A reconciliation of these non-GAAP financial measures to their most comparable financial measures under generally accepted accounting principles in the United States (“U.S. GAAP”), is provided in Annex A to this proxy statement. Directors and Executive Officers Our directors and executive officers, and certain information about each of them as of April 25, 2025, are set forth below. Our Executive Officers

  26. April 25, 2025

    | Age: 36 Chief Executive Officer, Director, Chairman of the Board, and Chair, Nominating and Corporate Governance Committee | Andrew Dudum Mr. Dudum has served as our Chief Executive Officer and Chairman of our Board of Directors since the consummation of the business combination that resulted in Hims & Hers becoming a publicly traded company (the “Business Combination”). He is our co-founder and has been the Chief Executive Officer and a director of Hims, Inc. since September 2016. Mr. Dudum is a co-founder of startup studio and investment fund Atomic Labs, LLC, since 2013, where he has co-founded over a dozen companies including Bungalow, Homebound, TalkIQ, and Terminal. He is a serial founder, active angel investor and advisor to various startup companies, including Cherubic Ventures, a China and U.S. based early-stage venture capital firm. Mr. Dudum received a B.A. in Management and Economics from the Wharton School at the University of Pennsylvania. We believe Mr. Dudum is qualified to serve on our Board of Directors due to his experience as our co-founder and Chief Executive Officer, as well as his expertise as a venture capital investor and advisor. |

  27. April 25, 2025

    | Age: 39 Chief Financial Officer | Yemi Okupe Mr. Okupe joined the Company as our Chief Financial Officer in January 2022. Prior to joining the Company, Mr. Okupe served as Chief Financial Officer of Hipcamp from June 2021 to January 2022. He served as Divisional CFO, Mobility of Uber from March 2020 to June 2021 and as Divisional CFO, Uber Eats from June 2019 to March 2020. Previously, Mr. Okupe served as Divisional CFO for Braintree Payment Solutions LLC, a division of PayPal, from March 2017 to June 2019 and as Head of Financial Planning and Analysis, Braintree from April 2016 to March 2017. Prior to that, Mr. Okupe was Finance Lead, Google Commerce at Google from 2014 to 2016 and served in various finance roles at eBay and PayPal, a division of eBay, from 2011 to 2014. Mr. Okupe is a Chartered Financial Analyst® charterholder and is also licensed as a Certified Public Accountant in Illinois. He holds an M.B.A. from Stanford University Graduate School of Business and a bachelor’s degree in civil engineering from the University of California, Davis. |

  28. April 25, 2025

    | DIRECTORS AND EXECUTIVE OFFICERS | 5 |

  29. April 25, 2025

    | Age: 47 Chief Operating Officer | Melissa Baird Ms. Baird has served as our Chief Operating Officer since the consummation of the Business Combination and has held the same role at Hims, Inc. since February 2018. Ms. Baird brings more than a dozen years of operations and technology management in the consumer space as well as over 10 years of scientific research experience. Prior to serving as our Chief Operating Officer, from July 2016 to January 2018 Ms. Baird was Vice President of Systems and Procedures for Draper James. From December 2015 to July 2016, Ms. Baird served as the General Manager of Onefinestay. Prior to that, Ms. Baird was with Bonobos from September 2013 to November 2015, ultimately serving as the Vice President of Operations and Product Management. From May 2011 to September 2013, Ms. Baird served as the Product Manager of Supply Chain Operations for Zulily, with responsibility for bringing Zulily’s fulfillment operations in-house and scaling operations through technology programs. Previously, Ms. Baird held a variety of scientific research roles at the University of Washington and the National Oceanic and Atmospheric Administration, ranging from Lab Technician to Geneticist. Ms. Baird obtained a B.S. in Biological Sciences from the University of Missouri. |

  30. April 25, 2025

    | Age: 47 Chief Legal Officer | Soleil Boughton Ms. Boughton has served as our Chief Legal Officer and Corporate Secretary since the consummation of the Business Combination. Ms. Boughton joined Hims, Inc. in October 2018 to oversee the company’s legal department and public policy activities. Ms. Boughton brings over 20 years of healthcare law experience to the Company, and has represented digital health companies, hospitals, health systems and other healthcare and life sciences companies across all aspects of a company’s life cycle. Ms. Boughton was in-house healthcare counsel for Google’s Cloud Healthcare & Life Sciences from October 2017 to October 2018. Ms. Boughton was a Partner in the Healthcare & Life Sciences group of Jones Day from January 2015 to October 2017, where she primarily represented direct-to-consumer telehealth and other digital health companies. Ms. Boughton previously served as a member of the board of directors of CaringBridge, a 501(c)(3) nonprofit organization. Ms. Boughton obtained a B.A. from Pomona College and a J.D. from the UCLA School of Law. |

  31. April 25, 2025

    | 6 | DIRECTORS AND EXECUTIVE OFFICERS |

  32. April 25, 2025

    | Age: 45 Chief Commercial Officer | Mike Chi Mr. Chi is our Chief Commercial Officer and joined Hims & Hers in April 2021. He oversees marketing, product management, category management and international. Mr Chi brings over 20 years of experience in consumer internet across growth marketing, brand positioning, product management, merchandising and strategy. Prior to joining Hims & Hers, Mr. Chi was the Chief Marketing Officer at Zola, a suite of digital wedding planning tools, from June 2017 through April 2021, where he led all aspects of the company’s marketing, creative and communications as well as acting as GM for the company’s planning tools. He was Vice President of Marketing and Ecommerce for INTERMIX, a women’s luxury fashion retailer, from September 2015 through June 2017, leading marketing, creative, product management and e-commerce operations. Mr. Chi was also SVP, General Manager Women’s at Gilt Groupe, an online shopping and lifestyle company, from October 2010 through September 2015. Prior to his tenure at Gilt, Mr. Chi served in various roles at Boston Consulting Group, the Children’s Place and Gap Inc. He holds an M.B.A. from Columbia Business School and a B.A. from Brown University. |

  33. April 25, 2025

    | Age: 67 Chief Medical Officer and Director | 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. |

  34. April 25, 2025

    | DIRECTORS AND EXECUTIVE OFFICERS | 7 |

  35. April 25, 2025

    Our Non-Employee Directors

  36. April 25, 2025

    | Age: 58 Director Risk Committee | Deb Autor Ms. Autor has served on our Board of Directors since November 2024. She has served as CEO of Autor Strategies LLC, a strategic health care consulting firm, since January 2022, and as CEO of Healthcare innovation Catalysts,a medical products innovation consulting firm, since January 2024. She has also served as a director for Amneal Pharmaceuticals, Inc., a generics and specialty pharmaceutical company, since July 2022, and chair of the board of the FDA Alumni Association since May 2019. Ms. Autor has also served as a Scientific Advisory Council Member of the Centre for Innovation in Regulatory Science and as a Board Member of the Antimicrobial Resistance Industry Alliance, the United States Pharmacopoeia Quality Institute, and the Parenteral Drug Association. From 2019 to 2021, Ms. Autor was Global Head of Regulatory Excellence at AstraZeneca, where she led regulatory operations, policy and intelligence for AstraZeneca submissions globally. Before joining AstraZeneca, Ms. Autor served at Mylan N.V. from 2013 to 2019, where she was Head of Strategic Global Quality and Regulatory Policy and Head of Global Quality. Ms. Autor was a senior leader at FDA from 2001 to 2013, most recently as Deputy Commissioner for Global Regulatory Operations and Policy where she oversaw all FDA inspections, criminal investigations and international operations for human and veterinary drugs, biologics, medical devices, tobacco and food. Before that, Ms. Autor served as Director of the Office of Compliance of the Center for Drug Evaluation and Research, leading enforcement and policy making for compliance with all drug requirements, including drug approval, current good manufacturing practices (GMP), human subject protection and bioresearch monitoring (GCP), import and export, and recalls. Before joining FDA, Ms. Autor was a Trial Attorney in the Office of Consumer Litigation of the U.S. Department of Justice, where she litigated civil and criminal cases on behalf of FDA. She served as a director for Pardes BioSciences, Inc. from July 2021 through August 2023. Ms. Autor received a Juris Doctor, Magna Cum Laude, from Boston University School of Law and a Bachelor of Arts in Psychology from Columbia University, Barnard College. We believe Ms. Autor is qualified to serve on our Board of Directors because of her vast experience in pharmaceutical quality and regulatory compliance, including through leadership positions at the FDA. |

  37. April 25, 2025

    | 8 | DIRECTORS AND EXECUTIVE OFFICERS |

  38. April 25, 2025

    | Age: 84 Director | 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 served as a director of American Well Corp. (Amwell), a telemedicine company, since 2019, and was a director of View, Inc., glass-manufacturing company specializing in the production of smart glass, from March 2021 through August 2024. 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. |

  39. April 25, 2025

    | Age: 50 Director Audit Committee Risk Committee | 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. |

  40. April 25, 2025

    | DIRECTORS AND EXECUTIVE OFFICERS | 9 |

  41. April 25, 2025

    | Age: 56 Director Chair, Risk Committee Compensation Committee Nominating and Corporate Governance Committee | 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 and serves on its nominating and corporate governance committee. He has also served as a director of Robinhood Markets, Inc., an online brokerage, since December 2024 and is a member of the audit committee. 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. |

  42. April 25, 2025

    | Age: 55 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. |

  43. April 25, 2025

    | 10 | DIRECTORS AND EXECUTIVE OFFICERS |

  44. April 25, 2025

    | Age: 44 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. |

  45. April 25, 2025

    | Age: 63 Director Risk Committee | Kåre Schultz Mr. Schultz has served on our Board of Directors since July 2024. From November 2017 to January 2023, Mr. Schultz served as Chief Executive Officer and a director of Teva Pharmaceutical Industries Ltd. From 2015 to October 2017, Mr. Schultz served as the President and Chief Executive Officer of H. Lundbeck A/S. Prior to joining Lundbeck, Mr. Schultz worked for nearly three decades at Novo Nordisk, where he served in a number of leadership roles, including Chief Operating Officer, Vice President in Product Supply and Director of Product Planning and Customer Services in the Diabetes Care Division, and he played a major role in modernizing the company’s large scale biologic production and leading the company’s expansion into the US and Chinese markets. In addition to his time at Novo Nordisk, Mr. Schultz has held positions at McKinsey and Andersen Consulting. In these roles, he developed a unique global perspective on the healthcare and pharmaceutical industries, expanded his deep financial acumen, demonstrated a commitment to strong compliance principles and enforcement and oversaw business operations and teams across Europe and North America and the Middle East. He has served as a director, board chair and audit committee member of Azelis Holding S.A., a specialty chemical supplier, since June 2024. He previously served as a director of International Flavors & Fragrances, Inc., a global leader in flavors, fragrances, food ingredients and health and biosciences, from February 2021 through March 2023. He holds a master’s degree in Economics from the University of Copenhagen. We believe Mr. Schultz is qualified to serve on our Board of Directors because of his deep experience in the pharmaceutical industry, including various leadership roles across major companies. |

  46. April 25, 2025

    | DIRECTORS AND EXECUTIVE OFFICERS | 11 |

  47. April 25, 2025

    | Age: 53 Lead Independent Director Chair, Audit Committee Nominating and Corporate Governance 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. |

  48. April 25, 2025

    Corporate Governance and Board Matters

  49. Controlled Company Exemption

    Controlled Company Exemption We are a ‘‘controlled company’’ within the meaning of the corporate governance standards of the New York Stock Exchange (“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. Our board of directors recently formed a nominating and corporate governance committee and intends to conduct an annual performance evaluation of this committee.

  50. 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 Ms. Autor, Dr. Cosgrove, Ms. Manuel, Mr. Payne, Ms. Pendarvis, Ms. Perez, Mr. Schultz 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 (including Ms. Autor’s consulting agreement 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.

  51. Independence of the Board of Directors

    | CORPORATE GOVERNANCE AND BOARD MATTERS | 13 |

  52. 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.

  53. Information Regarding the Board and its Committees

    Information Regarding the Board and its Committees The Board of Directors has four standing committees: an audit committee, a compensation committee, a nominating and corporate governance 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. The charters for our audit committee, compensation committee, and nominating and corporate governance committee 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.

  54. 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 Cash Incentive Bonus | Cash incentives are utilized to reward our executives for contributions to Company short-term performance | | Long-Term Incentive Compensation | Equity incentives 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 |

  55. 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.

  56. Role of the Compensation Consultant

    Role of the Compensation Consultant The members of the compensation committee have the authority to retain an external independent compensation consultant to assist them by providing information, analysis, and other advice relating to the compensation of 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 independent 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 members of our Board of Directors, and with the data analysis and selection of a compensation peer group. During 2024, 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 2024, 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 2024. 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.

  57. Role of the Compensation Consultant

    | 32 | COMPENSATION DISCUSSION AND ANALYSIS |

  58. 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 reviews 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 July 2023, 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 2024 were selected on the basis of their similarity to us, based on the following criteria: •publicly traded companies primarily headquartered in the United States and traded on a major United States stock exchange; •companies in related or adjacent industries, including companies in the healthcare industry (including healthcare services), 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), and companies in the education 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 $616 million (approximately $310 million to approximately $2.5 billion); and •companies with market capitalization within a range of approximately 0.33x to approximately 5.0x of our estimated valuation of approximately $2.3 billion as of July 2023 (based on a 30-day average) (approximately $750 million to approximately $11.4 billion). As a result, the compensation committee approved a compensation peer group for 2024 compensation decisions consisting of the following companies:

  59. Competitive Positioning

    | Alteryx | Duolingo | Rapid7 | | Apollo Medical | Elastic N.V. | SentinelOne | | Box | EngageSmart | Smartsheet | | Bumble | Five9 | Sprinklr | | CarGurus | Jamf Holding | Udemy | | Coursera | PagerDuty | Yelp | | DigitalOcean | Privia Health Group | |

  60. 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.

  61. Competitive Positioning

    | COMPENSATION DISCUSSION AND ANALYSIS | 33 |

  62. Competitive Positioning

    Compensation Elements As noted above, our executive compensation program consists of three principal elements: •Base salary: Base salary represents the fixed portion of the compensation of our executive officers, including our Named Executive Officers, and is an important element of compensation intended to attract and retain highly talented individuals. •Annual incentive bonus opportunities: 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”). •Long-term incentive compensation in the form of equity awards: 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. See the relative proportion of fixed and incentive compensation paid to our CEO and to our other Named Executive Officers for 2024 in “Executive Summary” above.

  63. Annual Incentive Bonus Plan

    Annual Incentive Bonus Plan We use the Annual Incentive Bonus Plan to motivate our participating 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. Our Annual Incentive Bonus Plan operates on a calendar year basis. 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. See “Compensation Discussion and Analysis - Compensation Recovery Policy” below.

  64. Target Annual Incentive Bonus Opportunities for 2024

    Target Annual Incentive Bonus Opportunities for 2024 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. 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 2024, 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, each with no changes from the prior year:

  65. Target Annual Incentive Bonus Opportunities for 2024

    | Named Executive Officer | 2024 Target Annual Incentive Bonus Opportunity (as a percentage of base salary) | 2023 Target Annual Incentive Bonus Opportunity (as a percentage of base salary) | | Mr. Dudum | 100% | 100% | | Ms. Baird | 70% | 70% | | Mr. Okupe | 75% | 75% | | Ms. Boughton | 65% | 65% | | Mr. Chi | 70% | 70% |

  66. Target Annual Incentive Bonus Opportunities for 2024

    | COMPENSATION DISCUSSION AND ANALYSIS | 35 |

  67. Corporate Performance Measures

    Corporate Performance Measures During 2024, 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 2024, 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 2024. 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 2024, 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 2024 were defined as follows: •‘‘Revenue’’ meant our GAAP total net revenue for 2024, as reflected in our audited financial statements for 2024; and •‘‘Adjusted EBITDA,’’ which is a non-GAAP financial measure, meant net income (loss) before stock-based compensation, depreciation and amortization, acquisition and transaction-related costs (which includes (i) 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 prior to 2024, and (ii) transaction professional services), legal settlement expenses that are considered non-recurring, impairment of long-lived assets, change in fair value of liabilities, interest income, and income taxes. A reconciliation of GAAP Net Income (Loss) to non-GAAP Adjusted EBITDA is provided in the Appendix to this proxy statement. In February 2024, 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:

  68. Corporate Performance Measures

    | Performance Metric | Threshold (0% Payout) | Threshold (50% payout) | Target (100% Payout) | 125% Payout | 150% Payout | Maximum (200% Payout) | | Revenue | < $1,130 million | $1,130 million (94% of target performance | $1,200 million | $1,240 million (103% of target performance) | $1,280 million (107% of target performance | $1,340 million (112% of target performance) | | Adjusted EBITDA | < $65 million | $65 million (87% of target performance) | $75 million | $81 million (108% of target performance) | $88 million (117% of target performance) | $115 million (153% of target performance) |

  69. 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 2024. 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 50%, the weighted percentage achievement level was determined by multiplying the applicable percentage achievement level by the applicable weighting percentage.

  70. Annual Incentive Bonus Plan Payments

    | 36 | COMPENSATION DISCUSSION AND ANALYSIS |

  71. Annual Incentive Bonus Plan Payments

    | Performance Metric | Weighting Percentage | Target Performance Level | Actual Performance Level | Percentage Achievement Level | Weighted Percentage Achievement Level | | Revenue | 60% | $1,200 million | $1,477 million | 200% | 120% | | Adjusted EBITDA | 40% | $75 million | $177 million | 200% | 80% | | Total Weighted Percentage Achievement Level | | | | | 200% |

  72. 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 200% of their target annual incentive bonus opportunities. The following table sets forth the target incentive bonus opportunities and the actual incentive bonus award made to our Named Executive Officers for 2024.

  73. 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 | 200% | $1,250,000 | | Ms. Baird | 70% | $343,000 | 200% | $686,000 | | Mr. Okupe | 75% | $371,250 | 200% | $742,500 | | Ms. Boughton | 65% | $299,000 | 200% | $598,000 | | Mr. Chi | 70% | $339,500 | 200% | $679,000 |

  74. Annual Incentive Bonus Plan Payments

    The annual incentive bonus payments to our Named Executive Officers during 2024 are also set forth in the “2024 Summary Compensation Table” below.

  75. Long-Term Incentive Compensation

    Long-Term Incentive Compensation 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 2024, 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. Details about the equity awards granted to our Named Executive Officers are shown below:

  76. Long-Term Incentive Compensation

    | COMPENSATION DISCUSSION AND ANALYSIS | 37 |

  77. RSU Awards

    RSU Awards In February 2024, 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 applicable Company Quarterly Vesting Dates, with the first of such vesting dates to be the first Company Quarterly Vesting Date to occur following the RSU Vesting Commencement Date of March 15, 2024, 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:

  78. RSU Awards

    | Named Executive Officer | RSU Award Granted (number of shares subject to award) | | Mr. Dudum | 1,192,477 | | Ms. Baird | 418,141 | | Mr. Okupe | 367,809 | | Ms. Boughton | 193,584 | | Mr. Chi | 309,734 |

  79. Stock Option Awards

    Stock Option Awards The compensation committee did not approve any grants of stock option awards to our executive officers, including our Named Executive Officers, in 2024.

  80. PRSU Awards

    PRSU Awards In February 2024, 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 2026. In selecting this structure for the PRSUs, the compensation committee considered the importance of these performance metrics applied in the longer vesting time horizon of equity awards relative to the shorter period that applies to awards under our Annual Incentive Bonus Plan, and concluded that in both contexts and time horizons, these metrics are currently key drivers of the Company’s business and success. The compensation committee concluded that, given the Company’s current experience of rapid growth and business expansion, these are appropriate objectives on which our management team should be focused and that such focus aligns our executive team’s interests with those of our stockholders. The aggregate number of shares underlying the PRSU awards granted to our Named Executive Officers by the compensation committee were equal to the following amounts, assuming achievement of 100% of the target performance levels:

  81. Perquisites and Other Personal Benefits

    Perquisites and Other Personal Benefits For 2024, perquisites and other personal benefits represented a de minimis portion of our executive compensation program. We generally do not provide significant perquisites or other personal benefits to our executive officers, including our Named Executive Officers, except as generally made available to all our employees, or in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment and retention purposes. During 2024, because of the Company’s remote work policy, the visible public profile of our CEO and co-founder, and safety considerations in San Francisco, the Company reimbursed the cost of a home security system for Mr. Dudum. In early January 2025, due to increased security concerns, we began providing Mr. Dudum with significantly enhanced security protection. Additionally in 2024, because of the Company’s remote work policy, the Company reimbursed the cost of an office lease for Mr. Okupe. None of our other Named Executive Officers received perquisites or other personal benefits with a value, in the aggregate, of $10,000 or more. In the future, we may provide perquisites or other personal benefits in other limited circumstances where appropriate. All future practices with respect to perquisites or other personal benefits for our Named Executive Officers will be approved and subject to periodic review by the compensation committee. Employment Agreements; Change of Control and Severance Benefits The Company did not enter into or amend any employment agreements with our Named Executive Officers, and the compensation committee did not approve any changes to our Named Executive Officers’ benefits packages with regards to potential severance or change of control scenarios, during 2024. See ‘‘Employment Agreements’’, ‘‘Post-Employment Compensation’’ and ‘‘Potential Payments Upon Termination or a Change of Control’’ below.

  82. Perquisites and Other Personal Benefits

    Post Year-End Executive Compensation Developments In February 2025, based upon achieving the threshold amount price of $38.31 for the Company’s Class A Common Stock on the NYSE, the stock price-based performance metrics of performance-vesting stock options granted to Mr. Dudum, our CEO, in June 2020 (before our January 2021 business combination transaction which resulted in us becoming a company whose stock is publicly traded) and restricted stock units granted in January 2021 vested, resulting in Mr. Dudum’s acquisition of 1,623,069 stock options and 161,928 shares of Class A Common Stock. In March 2025, the compensation committee granted Mr. Dudum both time-vesting restricted stock units and performance-vesting stock options. As discussed above, we also enhanced Mr. Dudum’s security benefits in early 2025. Compensation Recovery Policy In accordance with the NYSE’s final listing standards which required listed companies to implement the clawback policy rules required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, our Board has adopted a Recovery of Erroneously Awarded Compensation Policy (the “Clawback Policy”) permitting the Company to seek the recovery of cash-based incentive compensation or performance-based equity compensation paid to certain current and former officers of the Company who are subject to Section 16 of the Exchange Act. The Clawback Policy provides that the Company shall seek recovery of such cash-based incentive compensation or performance-based incentive compensation in the event of an accounting restatement of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under U.S. securities laws, including any required accounting restatement (i) that corrects an error in previously issued financial statements that is material to the previously issued financial statements, or (ii) that corrects an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Stock Ownership Guidelines In July 2024, the Company’s board of directors formally adopted stock ownership guidelines. These guidelines require certain ownership thresholds for the Company’s non-employee directors (5x the annual cash retainer for non-employee directors), CEO (5x annual base salary), and other executives (2.5x annual base salary). Ownership covers the Company’s Class A common stock and Class V common stock, and applies to vested and unvested RSU shares. The guidelines mandate a 5 year time period for compliance, and require annual reporting to the compensation committee on each subject individual’s compliance or progress towards compliance. As of December 31, 2024, all individuals subject to the stock ownership guidelines were in compliance with such guidelines. Prohibition on Derivative Securities and Hedging Transactions Our Insider Trading Policy prohibits our employees, including our officers, and the non-employee members of our Board of Directors from engaging in transactions in publicly traded options, such as puts and calls, and other derivative securities with respect to the Company’s securities. This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding the Company’s securities. Stock options, restricted stock units, restricted stock, stock appreciation rights, and other securities issued pursuant to the Company benefit plans or other compensatory arrangements with the Company are not subject to this prohibition.

  83. Perquisites and Other Personal Benefits

    Prohibition on Pledging and Margin Accounts Because it is possible that upon a default on the loan or a failure to meet a margin call, a lender or broker, as the case may be, may sell the pledged securities as collateral in a foreclosure sale or the securities held in the margin account without the beneficial owner’s consent, our Insider Trading Policy prohibits our employees, including our officers, and the non-employee members of our Board of Directors from pledging Company securities as collateral for loans and also prohibits these individuals from holding Company securities in a margin account. Such a sale, even though not initiated at the beneficial owner’s request, is still considered a sale for his or her benefit. If made at a time when the employee or director is aware of material non-public information or otherwise is not permitted to trade in the Company’s securities, the sale may result in inadvertent insider trading violations, Section 16 violations (for officers and directors), and a violation of this policy. Equity Grant Practices We have certain practices regarding the timing of equity grants, including stock options. For equity awards to our employees, including executive officers and other Section 16 officers, and except as described below, grants of equity awards are generally approved by and at meetings of our compensation committee on a predetermined schedule under our Equity Incentive Plan. The compensation committee currently does not take material non-public information into account when determining the timing and terms of equity awards, except that if the Company determines that it is in possession of material non-public information on an anticipated grant date, the compensation committee expects to defer the grant until a date on which the Company is not in the possession of material non-public information. It is the Company’s practice not to time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. Tax and Accounting Considerations The compensation committee takes the applicable tax and accounting requirements into consideration in designing and overseeing our executive compensation program.

  84. 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, for time-vesting awards, will generally be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). More complex rules regarding expense recognition apply to equity awards subject to performance vesting conditions. Compensation expense for equity awards granted to our NEOs is also reported in the compensation tables below, even though recipients may never realize the accounting value, or 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) Christopher Payne

  85. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table shows the compensation earned or received by or paid to our Named Executive Officers in 2024, 2023, and 2022.

  86. 2024 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 | 2024 | 572,917 | 22,708,162 | — | 1,144,998 | 183,000 | 24,609,077 | | | 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 | | Ms. Baird Chief Operating Officer | 2024 | 490,000 | 7,962,596 | — | 628,375 | 3,000 | 9,083,971 | | | 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 | | Mr. Okupe Chief Financial Officer | 2024 | 495,000 | 7,004,129 | — | 680,129 | 16,915 | 8,196,173 | | | 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 | 2024 | 460,000 | 3,686,385 | — | 523,951 | 3,000 | 4,673,336 | | | 2023(5) | 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 | | Mr. Chi Chief Commercial Officer | 2024 | 485,000 | 5,898,218 | — | 621,963 | 3,000 | 7,008,181 | | | 2023 | 485,000 | 5,111,076 | 600,084 | 510,000 | 3,000 | 6,709,160 | | | 2022 | 425,000 | 874,997 | 2,299,110 | 354,656 | 3,000 | 3,956,763 |

  87. 2024 Summary Compensation Table

    (1)The 2024 salary of Mr. Dudum reflects parental leave of absence taken by Mr. Dudum. (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, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2025. 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 2021 performance paid in 2022, 2022 performance paid in 2023, and 2023 performance paid in 2024. (4)Represents a maximum $3,000 Company match for participation in the 401(k) Plan for each Named Executive Officer in 2022, 2023 and 2024. Mr. Dudum’s 2024 amount also includes a reimbursement of $180,000 for a home security system. Mr. Okupe’s 2024 amount also includes a reimbursement of $13,915 for an office lease. (5)The 2023 salary of Ms. Boughton reflects parental leave of absence taken by Ms. Boughton.

  88. 2024 Summary Compensation Table

    | COMPENSATION DISCUSSION AND ANALYSIS | 43 |

  89. Grants of Plan-Based Awards in 2024 Table

    Grants of Plan-Based Awards in 2024 Table The following table summarizes the equity and other awards granted to our Named Executive Officers in 2024.

  90. Grants of Plan-Based Awards in 2024 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) | Grant Date Fair Value of Stock & Option Awards(4) (#) | | Name | Grant Date | Compensation Committee Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold Number of Shares (#) | Target Number of Shares (#) | Maximum Number of Shares (#) | | | | Mr. Dudum | 2/28/24 | 2/22/24 | | | | 255,530 | 511,061 | 1,022,122 | | 6,812,443 | | | 2/28/24 | 2/22/24 | | | | | | | 1,192,477 | 15,895,718 | | | | | 312,500 | 625,000 | 1,250,000 | | | | | | | Ms. Baird | 2/28/24 | 2/14/24 | | | | 89,601 | 179,203 | 358,406 | | 2,388,776 | | | 2/28/24 | 2/14/24 | | | | | | | 418,141 | 5,573,820 | | | | | 171,500 | 343,000 | 686,000 | | | | | | | Mr. Okupe | 2/28/24 | 2/14/24 | | | | 78,816 | 157,632 | 315,264 | | 2,101,235 | | | 2/28/24 | 2/14/24 | | | | | | | 367,809 | 4,902,894 | | | | | 185,625 | 371,250 | 742,500 | | | | | | | Ms. Boughton | 2/28/24 | 2/14/24 | | | | 41,482 | 82,964 | 165,928 | | 1,105,910 | | | 2/28/24 | 2/14/24 | | | | | | | 193,584 | 2,580,475 | | | | | 149,500 | 299,000 | 598,000 | | | | | | | Mr. Chi | 2/28/24 | 2/14/24 | | | | 66,371 | 132,743 | 265,486 | | 1,769,464 | | | 2/28/24 | 2/14/24 | | | | | | | 309,734 | 4,128,754 | | | | | 169,750 | 339,500 | 679,000 | | | | | |

  91. Grants of Plan-Based Awards in 2024 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 ‘‘2024 Summary Compensation Table’’ above. (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 2026. 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, 2024, 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)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, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2025. 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.

  92. Grants of Plan-Based Awards in 2024 Table

    | 44 | COMPENSATION DISCUSSION AND ANALYSIS |

  93. Option Exercises and Stock Vested in 2024 Table

    Option Exercises and Stock Vested in 2024 Table The following table provides information about stock option exercises and the vesting of RSU awards that occurred during 2024. 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 2024 reflect the per share closing price of our Class A Common Stock on the vesting date multiplied by the number of shares that vested.

  94. Option Exercises and Stock Vested in 2024 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 | 2,804,201 | 35,765,721 | 640,825 | 14,038,625 | | Mr. Okupe | 637,455 | 10,835,480 | 351,882 | 7,626,866 | | Ms. Baird | 584,565 | 11,606,649 | 271,310 | 5,903,973 | | Ms. Boughton | 248,203 | 3,279,361 | 162,859 | 3,525,498 | | Mr. Chi | 1,143,122 | 15,254,723 | 286,672 | 6,217,628 |

  95. 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.

  96. Involuntary Termination Involving a Change in Control

    | 52 | DIRECTOR COMPENSATION |

  97. Involuntary Termination Involving a Change in Control

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation ($) | Total ($) | | Deb Autor | 5,620 | 528,189 | 10,958(3) | 544,767 | | Alex Bard* | 20,618 | — | — | 20,618 | | Ambar Bhattacharyya* | 20,835 | — | — | 20,835 | | Patrick Carroll, M.D. | 44,000 | 159,357 | — | 203,357 | | Delos Cosgrove, M.D. | 40,000 | 159,357 | — | 199,357 | | Anja Manuel | 38,209 | 525,315 | — | 563,524 | | Lynne Chou O’Keefe* | 21,703 | — | — | 21,703 | | Christopher Payne | 42,008 | 525,315 | — | 567,323 | | Christiane Pendarvis | 50,000 | 159,357 | — | 209,357 | | Andrea Perez | 55,000 | 159,357 | — | 214,357 | | Kåre Schultz | 18,772 | 464,968 | — | 483,740 | | David Wells | 84,000 | 159,357 | — | 243,357 |

  98. Involuntary Termination Involving a Change in Control

    * Ms. O’Keefe, Mr. Bard and Mr. Bhattacharyya were members of our Board of Directors until June 6, 2024. (1)The amounts in this column include the total cash retainer and, where applicable, retainers for committee chairs, committee members, and Lead Independent Director. Cash payments are pro-rated where applicable. (2)The amounts in this column include the aggregate grant date fair value of RSUs granted to the director during the year ended December 31, 2024, computed in accordance with ASC Topic 718. As of December 31, 2024, Dr. Cosgrove had 90,596 stock options outstanding. Directors had the following RSUs outstanding as of December 31, 2024: Ms. Autor, 27,339; Dr. Carroll, 33,222; Dr. Cosgrove, 9,935; Ms. Manuel, 40,055; Mr. Payne, 40,055; Ms. Pendarvis, 55,567; Ms. Perez, 9,935; Mr. Schultz, 28,988; and Mr. Wells, 9,935. Stock awards for Mr. Payne and Ms. Manuel include the Initial Equity Award granted in April 2024, as they each joined the board, respectively, in March and April 2024. Stock awards for Mr. Schultz include the Initial Equity Award and a prorated portion of the Annual Equity Award, as he joined the Board in July 2024. Stock awards for Ms. Autor include the Initial Equity Award and a prorated portion of the Annual Equity Award, as she joined the Board in November 2024. (3)The amount in this column includes the fees earned in connection with a consulting arrangement commencing on November 22, 2024, which amount was paid in the first quarter of 2025. Equity Compensation Plan Information The following table summarizes information, as of December 31, 2024, relating to our equity compensation plans, pursuant to which grants of stock options, restricted stock units, or other right to acquire shares of our Class A Common Stock may be granted from time to time.

  99. Involuntary Termination Involving a Change in Control

    | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (A) | Weighted- average exercise price of outstanding options, warrants and rights (B) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A) (C) | | Equity compensation plans approved by stockholders | 32,000,452(1) | $4.71(2) | 19,604,054(3) | | Equity compensation plans not approved by stockholders | — | — | — | | Total | 32,000,452 | — | 19,604,054 |

  100. Involuntary Termination Involving a Change in Control

    (1)Includes an aggregate of 13,632,394 stock options (standard time-based vesting and performance-based vesting) with a weighted average exercise price of $4.77 and a weighted average remaining life of 6.34 years, 18,096,096 restricted stock units (standard time-based vesting and performance-based vesting), and 271,962 warrants. (2)The weighted average exercise price of outstanding stock options and warrants excludes restricted stock units because they have no exercise price. (3)The number includes 15,162,111 shares of Class A Common Stock available for issuance under the 2020 Equity Incentive Plan and 4,441,943 shares of Class A Common Stock available for issuance under the 2020 Employee Stock Purchase Plan. The 2020 Equity Incentive Plan provides for an annual increase in shares available for issuance; on the first day of each fiscal year of the Company during the term of the plan, commencing on January 1, 2022 and ending on (and including) January 1, 2031, the aggregate number of shares of common stock that may be issued under the plan shall automatically increase by a number equal to (a) 5% of the sum of (i) the total number of shares of Class A Common Stock plus (ii) the total number of shares of Class V Common Stock actually issued and outstanding on the last day of the preceding fiscal year or (b) a lesser number of shares of common stock (including zero) determined by our Board of Directors. Pursuant to this provision, an additional 11,041,860 shares of Class A Common Stock were added to the 2020 Equity Incentive Plan in January 2025. The 2020 Employee Stock Purchase Plan also provides for an annual increase in shares available for issuance: on the first day of each fiscal year of the Company during the term of the Plan, commencing on January 1, 2022 and ending on (and including) January 1, 2041, the aggregate number of shares of common stock that may be issued under the plan shall automatically increase by a number equal to the lesser of (i) 1% of the sum of (1) the total number of shares of Class A Common Stock plus (2) the total number of shares of Class V Common Stock actually issued and outstanding on the last day of the preceding fiscal year, (ii) 12,000,000 shares of common stock (subject to adjustment as set forth in the Plan), or (iii) a number of shares of common stock determined by our Board of Directors. No additional shares were added to the 2020 Employee Stock Purchase Plan pursuant to this provision in 2025. Pay Versus Performance Disclosure As required Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and the Company’s financial performance for the last three completed fiscal years. In determining the ‘‘compensation actually paid’’ to our Principal Executive Officer (‘‘PEO’’) and our other Named Executive Officers (‘‘NEOs’’), we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods under Item 402(v) of regulation S-K differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2020, 2021, 2022, 2023 and 2024 fiscal years. Note that for our NEOs other than our PEO, compensation is reported as an average. For further information concerning our compensation philosophy and how the compensation committee aligns executive compensation with our performance, please refer to ‘‘Executive Compensation – Compensation Discussion and Analysis’’ above.

  101. 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 Income (Loss) (in thousands)(8) ($) | | | 2024 | 24,609,077 | 110,273,117 | 7,240,415 | 32,546,669 | 157 | 98 | 126,038 | 1,476,514 | | 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 |

  102. Involuntary Termination Involving a Change in Control

    | PAY VERSUS PERFORMANCE DISCLOSURE | 55 |

  103. Involuntary Termination Involving a Change in Control

    | 56 | PAY VERSUS PERFORMANCE DISCLOSURE |

  104. Involuntary Termination Involving a Change in Control

    | PAY VERSUS PERFORMANCE DISCLOSURE | 57 |

  105. 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.

  106. Financial Performance Measures

    | 58 | PAY VERSUS PERFORMANCE DISCLOSURE |

  107. 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”) (in thousands), 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, 2024, 2023, 2022 and 2021.

  108. Compensation Actually Paid and Total Shareholder Return

    | PAY VERSUS PERFORMANCE DISCLOSURE | 59 |

  109. 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 (in thousands), and our net income (loss) for the fiscal years ended December 31, 2024, 2023, 2022 and 2021 (in thousands). 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.

  110. 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 (in thousands), and our GAAP revenue for the fiscal years ended December 31, 2024, 2023, 2022 and 2021 (in thousands). 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 2024: •Mr. Dudum’s total annual compensation, as reported in the ‘‘Total Compensation’’ column in the ‘‘Summary Compensation Table for Fiscal Year 2024’’ included in this Proxy Statement, was $24,609,077. •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 $79,728. •Based on the above, for fiscal year 2024, the ratio of Mr. Dudum’s total annual compensation to the median of the total annual compensation of our employees was 309 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 2024 analysis was determined using fiscal year 2024 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, 2024 to determine our employee population to determine our median employee. Although we identified a new median employee for 2024, our calculation methodology for 2024 was the same methodology used to calculate our 2023 pay ratio. Independent Registered Public Accounting Firm Independent Registered Accounting Firm for 2025 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, 2025. 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 2023 and 2024.

  111. Compensation Actually Paid and Revenue

    | | 2024 ($) | 2023 ($) | | Audit Fees(1) | 3,259,868 | 2,699,624 | | Audit-Related Fees, Tax Fees, Other Fees(2) | — | — | | Total | 3,259,868 | 2,699,624 |

  112. 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 and assistance with and review of our SEC filings. (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 2024 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 each of our audit committee members is 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 2025, the audit committee reviewed and discussed with management the audited financial statements of Hims & Hers for the year ended December 31, 2024 (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 2025. 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 2024 Annual Report. Submitted by the Audit Committee of the Board of Directors: David Wells (chair) Anja Manuel Christiane Pendarvis

  113. Compensation Actually Paid and Revenue

    | Proposals | | | | | | | | Proposal 1 | 64 | Proposal 2 | 66 | Proposal 3 | 67 | |

  114. Compensation Actually Paid and Revenue

    | 64 | PROPOSALS |

  115. Compensation Actually Paid and Revenue

    Election of Directors Our Board currently consists of ten directors. The term of each of our directors expires at the Annual Meeting. Our Board has nominated Andrew Dudum, Deb Autor, Patrick Carroll, M.D., Delos Cosgrove, M.D., Anja Manuel, Christopher Payne, Christiane Pendarvis, Andrea Perez, Kåre Schultz, and David Wells for election at the Annual Meeting. If each of the nominees are elected, they will serve on our Board until our 2026 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 25, 2025, 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 ten 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.

  116. Compensation Actually Paid and Revenue

    | PROPOSALS | 65 |

  117. Compensation Actually Paid and Revenue

    Nominees at the Annual Meeting

  118. Compensation Actually Paid and Revenue

    | Name | Age | Position(s) with Hims & Hers | | Andrew Dudum | 36 | Chief Executive Officer, Director and Chairman | | Deb Autor | 58 | Director | | Patrick Carroll, M.D. | 67 | Chief Medical Officer and Director | | Delos Cosgrove, M.D. | 84 | Director | | Anja Manuel | 50 | Director | | Christopher Payne | 56 | Director | | Christiane Pendarvis | 55 | Director | | Andrea Perez | 44 | Director | | Kåre Schultz | 63 | Director | | David Wells | 53 | Lead Independent Director |

  119. 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. Key Metrics for our Ten Director Nominees

  120. Compensation Actually Paid and Revenue

    | Gender Identity | Demographic Background | Board Tenure | Independence |

  121. 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 | ● Independent ● Not Independent |

  122. Compensation Actually Paid and Revenue

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

  123. Compensation Actually Paid and Revenue

    | 66 | PROPOSALS |

  124. 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, 2025 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, 2025. 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, 2025. 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. Broker non-votes are not expected for this proposal.

  125. 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, 2025. |

  126. Compensation Actually Paid and Revenue

    | PROPOSALS | 67 |

  127. 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.’’

  128. 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. |

  129. Compensation Actually Paid and Revenue

    Additional Information Questions and Answers About the Proxy Materials and Voting