FIGS (FIGS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 4, 2025, will be held virtually, allowing shareholders to vote and ask questions online.

• Shareholders will vote on director elections, auditor ratification, and executive compensation (say-on-pay).

• Board recommends voting for all proposals; no other business is expected at the meeting.

• Forward-looking statements address governance, compensation, ESG initiatives, and future operations.

Voting matters and shareholder proposals

• Three Class I directors (Catherine Spear, Sheila Antrum, Mario Marte) are nominated for re-election to serve until 2028.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2025.

• Advisory vote on executive compensation (say-on-pay) is included; board recommends annual say-on-pay votes.

• Shareholder proposals for the 2026 meeting must be submitted by December 25, 2025.

Board of directors and corporate governance

• Board consists of nine members with diverse backgrounds in finance, healthcare, technology, and operations.

• Board is divided into three staggered classes to ensure continuity and may delay changes in control.

• Voting Agreement ensures co-founders' board representation; Stockholders Agreement with Baron Capital Group governs voting of large share blocks.

• Board leadership is separated between CEO and Executive Chair; Kenneth Lin serves as Lead Independent Director.

• All standing committees (Audit, Compensation, Nominating & Corporate Governance) are composed of independent directors.