🧾 What This Document Is

This is a DEF 14A, also known as a Definitive Proxy Statement. Think of it as an invitation and information packet for shareholders ahead of a company's annual meeting. It explains what will be voted on, provides details on the company's leadership and finances, and asks shareholders to give their proxy (their voting power) to the company's board to vote on their behalf.

The Meeting: A completely virtual Annual Meeting of Stockholders for FIGS, Inc. will be held on Wednesday, June 3, 2026, at 1:30 p.m. Pacific Time.

Why it matters: If you own FIGS stock, this document tells you how to vote on key issues that shape the company's future, from electing directors to approving how much the top executives get paid.

🏢 What The Company Does

FIGS is a direct-to-consumer (DTC) healthcare apparel and lifestyle company. In simple terms, they design, market, and sell high-quality scrubs and other medical apparel directly to healthcare professionals (whom they call "Awesome Humans") through their website and app, cutting out traditional retail middlemen.

Why it matters: Their success depends on a strong brand and direct relationship with their core community. Their mission-driven focus on serving healthcare professionals is central to their identity.

🗳️ The Three Big Votes

Shareholders are being asked to vote on three main proposals at the meeting:

Proposal 1: Elect Directors
- Who: Heather Hasson (Co-Founder), Kenneth Lin, and Melanie Whelan are up for election to serve until 2029.
- Board Recommendation: Vote FOR all three nominees.
Proposal 2: Ratify the Auditor
- What: Approve Ernst & Young LLP as the independent accounting firm for 2026.
- Why: It's a standard check-up to ensure the company's financials are reviewed by a trusted third party.
- Board Recommendation: Vote FOR.
Proposal 3: "Say-on-Pay" Vote
- What: A non-binding, advisory vote to approve the compensation of the company's top executives (Named Executive Officers).
- Why: It's your chance to give feedback on whether the executive pay packages are reasonable.
- Board Recommendation: Vote FOR.

👥 Who's Running the Show (and Who's on the Board)

Executive Officers:

Catherine Spear: Co-Founder & CEO (Age 42)
Heather Hasson: Co-Founder & Executive Chairman (Age 44)
Sarah Oughtred: CFO (Age 44, joined August 2024, formerly at Lululemon)

Director Nominees & Board Skills: The board highlights a mix of skills including DTC retail, operations, finance, tech, and healthcare.

Heather Hasson & Catherine Spear: Provide deep company and community knowledge as founders.
Kenneth Lin (Lead Independent Director): Founder of Credit Karma, brings tech/consumer expertise.
Jeffrey Wilke: Former Amazon CEO of Worldwide Consumer, brings massive operational/logistics experience.
Sheila Antrum: Healthcare operations expert (COO of UCSF Health), critical for understanding their core customer.

💰 Executive Pay Snapshot

The filing details the compensation for the top executives. Here's the total compensation for 2025 for the CEO and two others:

Catherine Spear (CEO): $10,578,662
Heather Hasson (Exec. Chairman): $8,344,209
Sarah Oughtred (CFO): $2,092,324 👉 A huge portion of this is stock and option awards, not just cash salary. Their goal is to align executives' interests with long-term shareholder success.

⚖️ Governance & Control Structure (A Key Detail!)

FIGS is a "controlled company" because its co-founders, Hasson and Spear, together control over 50% of the voting power through a Voting Agreement and their ownership of Class B shares (which have 20 votes per share vs. Class A's 1 vote).

What this means: They have significant influence over director elections and other shareholder votes, which can delay or prevent a change in control.
Staggered Board: The board has three classes of directors with staggered 3-year terms, making it harder for new shareholders to quickly change the board's composition.

Why it matters: As a minority shareholder, your voting power on key issues is diluted compared to the founders. This structure provides stability for the founders' vision but offers less direct control to public shareholders.

📦 Financial & Operational Highlights

Auditor Fees (2025): Total fees paid to Ernst & Young were $2,342,615 ($2.27M for audit, $77K for tax).
Human Capital: As of Dec 31, 2025, FIGS had 388 employees. They highlight a hybrid work model and an 81% employee engagement score.
Corporate Responsibility: The filing details their sustainability efforts in the supply chain, requiring ethical audits (WRAP Gold/Platinum certification) from suppliers. They also note a $700,000 charitable donation in 2025 and their "Threads for Threads" program that has donated over 1 million scrubs.

📅 Key Logistics for Shareholders

Record Date: You must have owned shares as of April 8, 2026, to vote.
How to Vote: By Internet, phone, mail, or online during the virtual meeting.
Virtual Meeting Link: www.virtualshareholdermeeting.com/FIGS2026 (You'll need your 16-digit control number to vote).
Deadline: Internet/phone voting closes at 8:59 p.m. Pacific on June 2, 2026.
Contact for Questions: Shareholders can email [email protected] about the meeting list.

🧠 The Analogy

Reading this proxy is like being a member of a members-only club (the shareholders) receiving the annual agenda. You're being asked to vote on the club's managers (the board), approve the financial auditor, and give an opinion on the manager's pay. However, the club's founders hold a special "super-vote" key, so while your voice matters, their vision and decisions carry the most weight.

🧩 Final Takeaway

This document is your annual opportunity as a FIGS shareholder to have a voice on director elections, the company's auditor, and executive pay. The most critical element to understand is FIGS's "controlled company" structure, where the founders hold majority voting control, significantly shaping the company's governance and your influence as a minority shareholder.

FIGS Annual Meeting Highlights Founder-Controlled Voting Structure