Hims & Hers Health (HIMS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 12, 2025, to be held virtually, with voting on key proposals including director elections, auditor ratification, and executive compensation approval.

• FY 2024 revenue reached $1.5B, up 69% year-over-year, with 2.2M subscribers and net income of $126M.

• Adjusted EBITDA for FY 2024 was $176.9M, and free cash flow was $198.3M, both showing significant growth over the prior year.

• Board recommends voting FOR all proposals, including the election of ten director nominees, ratification of KPMG LLP as auditor, and approval of executive compensation.

Voting matters and shareholder proposals

• Proposals include: (1) election of ten directors, (2) ratification of KPMG LLP as independent auditor for 2025, (3) advisory approval of executive compensation.

• Board unanimously recommends voting FOR all proposals.

• Shareholders of record as of April 14, 2025, are eligible to vote.

Board of directors and corporate governance

• Board consists of ten directors, with a majority qualifying as independent under NYSE rules.

• Board committees include audit, compensation, nominating and corporate governance, and risk committees, all with defined charters and independent membership where required.

• Controlled company exemption applies due to majority voting power held by the CEO, but board maintains majority independence and committee structure.

• Board diversity: 40% women, 30% non-white or multi-ethnic, with a range of tenures and backgrounds.