FIGS (FIGS) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 3, 2026, will be held virtually, allowing shareholders to participate online and vote electronically.

• Shareholders of record as of April 8, 2026, are entitled to vote on key proposals, including director elections, auditor ratification, and executive compensation.

• The proxy statement details voting procedures, board recommendations, and provides comprehensive information on governance, compensation, and ESG initiatives.

Voting matters and shareholder proposals

• Three Class II Directors (Heather Hasson, Kenneth Lin, Melanie Whelan) are nominated for election to serve until 2029.

• Proposal to ratify Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory (non-binding) vote on executive compensation (Say-on-Pay) is included.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

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

• Board is divided into three staggered classes, promoting continuity and stability.

• Controlled company exemption applies due to co-founders' voting agreement, allowing certain NYSE governance exemptions.

• Independent directors meet regularly in executive session; Kenneth Lin serves as Lead Independent Director.

• Nominating and Corporate Governance Committee oversees director selection, with input from management and shareholders.