Catherine Spear
About Catherine Spear
Catherine Spear is FIGS’ Co-Founder, Chief Executive Officer, and Director; age 41; director since 2013 and sole CEO since August 2, 2022 . She holds a BA in Economics from Tufts and an MBA from Harvard; prior roles include associate at Blackstone’s hedge fund group and four years in investment banking/private equity at Citigroup; she is a 2018 Aspen Institute Henry Crown Fellow . 2024 operating highlights include net revenues of $555.6M (+1.8% YoY), adjusted EBITDA of $51.8M, and adjusted EBITDA margin of 9.3% . Pay-versus-performance shows the value of a $100 investment (“TSR”) at $91.81 (2021), $22.42 (2022), $23.15 (2023), and $20.62 (2024), with net revenues of $419.6M (2021), $505.8M (2022), $550.3M (2023), and $562.6M (2024) .
Board service: Spear is a Class I director nominated for a term expiring at the 2028 Annual Meeting, serves concurrently as CEO, and is not a member of the Audit, Compensation, or Nominating Committees; FIGS is a “controlled company” under NYSE rules due to founders’ voting control, with a Lead Independent Director presiding over executive sessions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Blackstone Group Inc. | Associate, Hedge Fund Group | — | Capital markets/alternatives experience; informs capital allocation and investor relations |
| Citigroup Global Markets Inc. | Investment Banking and Private Equity | 4 years | Transaction, financing and investing experience; supports M&A and strategic planning |
External Roles
| Organization | Role | Years | Committee Roles / Notes |
|---|---|---|---|
| Amer Sports, Inc. | Director | Since Feb 2024 | Audit Committee member |
| One (SPAC) | Director | Aug 2020–Jul 2021 | Board service during SPAC lifecycle |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,000,000 | 1,000,000 | 1,000,000 |
| Target Bonus (%) | 100% of base; up to 200% max | 100% of base; up to 200% max | 100% of base; up to 200% max |
| Bonus ($) | — | 192,600 | 85,700 |
| Non-Equity Incentive Plan ($) | — | 723,750 | 257,100 |
| Stock Awards ($) | — | 3,449,132 | 3,606,522 |
| Option Awards ($) | — | 3,000,002 | — |
| All Other Compensation ($) | 40,737 | 22,851 | 20,742 |
| Total ($) | 1,040,737 | 8,388,335 | 4,970,064 |
Performance Compensation
| Component | Weight | Threshold | Target | Stretch | Maximum | Actual Achievement | Payout of Component Target |
|---|---|---|---|---|---|---|---|
| Net Revenues | 37.5% | $545.6M | $592.0M | $611.5M | $796.6M | $562.6M (adjusted) | 68.6% |
| Adjusted EBITDA Margin | 37.5% | 11.8% | 13.0% | 13.6% | 15.0% | 9.4% | 0% |
| Individual Performance | 25% | Below Target | On Target | — | Above Target | Achieved 100% | Capped at 34.3% average payout |
| Average of Financial Components | — | — | — | — | — | — | 34.3% |
2024 NEO payouts were capped to the average of financial components (34.3%); Spear’s individual performance component was assessed at 100% prior to the cap .
RSU Grants and Vesting:
- 2024 RSU grant: $3,900,000 value; 652,174 RSUs; vests in equal quarterly installments over four years; grant determined with Pay Governance peer data .
- Grant mechanics: 3/4/2024 grant of 652,174 RSUs; vests 1/16 on 7/1/2024 and quarterly thereafter .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Class A common stock owned | 20,460,654 shares; 11.8% |
| Class B common stock owned | 5,469,161 shares; 66.0% of Class B |
| Common stock beneficial ownership | 14.3% |
| Combined voting power | 38.3% |
| Options exercisable within 60 days (Class A underlying) | 19,292,417 shares |
| Exchange Right remaining (options subject to exchange to Class B) | 18,831,060 underlying shares |
| RSUs outstanding (unvested) and market value at 12/31/2024 | 570,653 RSUs; $3,532,342 market value |
| Additional unvested RSUs (prior grants) | 299,783 RSUs; $1,855,657 market value |
| Anti-hedging / pledging | Hedging and pledging of company stock prohibited by policy |
| Ownership guidelines | Not disclosed in proxy; Company emphasizes clawback and anti-hedging |
Outstanding equity awards (selected detail):
- Exercisable options: 7,695,000 at $0.86 (exp. 2/21/2028); 900,000 at $1.37 (exp. 6/26/2028); 8,700,648 exercisable and 1,535,412 unexercisable at $5.10 (exp. 9/15/2030); 651,357 exercisable and 75,740 unexercisable at $22.00 (exp. 5/25/2031); 329,861 exercisable and 503,473 unexercisable at $7.91 (exp. 5/8/2033) . Unvested RSU market values reflect $6.19 year-end price .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement term | Amended and restated employment agreement; five-year term beginning May 26, 2021 |
| Base salary | $1,000,000 |
| Target bonus | 100% of base; up to 200% at max performance; Compensation Committee discretion; employment through payment date required |
| IPO-linked equity | Aggregate $10,000,000 (stock option and RSU); options vest monthly, RSUs vest quarterly through four years from IPO; service condition required |
| Covenants | Employee confidential information and invention assignment; one-year post-termination non-solicitation; indefinite mutual non-disparagement |
| Severance (no CIC) | Cash $2,000,000; COBRA $24,599; RSU acceleration value $5,519,889; option acceleration value $1,673,599 [values based on $6.19 price] |
| Change-in-control (no termination) | Cash Sale Bonus $3,750,000 (per separate letter); option acceleration $1,673,599; RSU acceleration not shown (—) |
| CIC with qualifying termination | Cash $5,000,000; COBRA $24,599; RSU acceleration $5,519,889; option acceleration $1,673,599; Cash Sale Bonus $3,750,000 |
| Clawback | Policy in place for recovery of erroneously awarded incentive comp |
| 280G/4999 gross-ups | No excise tax gross-ups; Committee may consider deductibility but prioritizes program goals |
| Hedging/pledging | Prohibited for directors, officers, employees, and controlled entities |
Notes: Equity acceleration values calculated at $6.19 closing price on 12/31/2024; options values net of exercise price . “Cash Sale Bonus” of $3,750,000 payable upon a Qualifying Cash Sale under letter agreements dated 2/22/2018 .
Board Governance
- Board service history and independence: Spear has served as a director since 2013 and is a Class I nominee for a term expiring 2028; as CEO she is not considered independent and is not listed on Audit, Compensation, or Nominating Committees .
- Controlled company and dual-class: FIGS is a “controlled company” on NYSE due to founders’ Voting Agreement and Class B 20-votes-per-share structure; Spear and Hasson collectively control >50% of voting power for director elections; Lead Independent Director (Kenneth Lin) presides over executive sessions, held at least twice annually .
- Voting Agreement and Exchange Rights: Voting Agreement ensures inclusion and support for Spear’s and Hasson’s director nominations; Exchange Right allows conversion of certain pre-IPO equity settlements into Class B shares; as of April 9, 2025 Spear had exchanged 5,469,161 RSU-settled shares into Class B and retained Exchange Rights over 18,831,060 option shares .
- Say-on-Pay: 2024 advisory vote received ~84% approval .
Performance & Track Record
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Total Shareholder Return ($ value of $100) | 91.81 | 22.42 | 23.15 | 20.62 |
| Peer Group TSR ($) | 91.22 | 49.85 | 48.16 | 44.61 |
| Net Income ($mm) | (9.6) | 21.2 | 22.6 | 2.7 |
| Net Revenues ($mm) | 419.6 | 505.8 | 550.3 | 562.6 |
Additional 2024 operating metrics: gross margin 67.6%; adjusted EBITDA $51.8M; adjusted EBITDA margin 9.3%; active customers 2.7M; net revenues per active customer $208; AOV $113 .
Compensation Structure Analysis
- Mix and instruments: 2024 equity shifted away from options toward RSUs as FIGS matured, reducing share dilution; annual cash incentive design unchanged (net revenues 37.5%, adjusted EBITDA margin 37.5%, individual performance 25%) .
- Governance safeguards: Anti-hedging and anti-pledging policy; clawback policy; independent compensation consultant (Pay Governance) engaged since 2022 .
- Payout discipline: Despite 100% individual performance achievement, payouts were capped at the average financial component achievement (34.3%), reinforcing alignment with company-wide financial results .
Related Party & Governance Considerations
- Voting and stockholder agreements: The 2025 Stockholders Agreement with Baron includes standstill and voting commitments (votes over 25% of Class A must support board nominees), potentially stabilizing governance during Spear’s tenure and while Spear remains CEO .
- Controlled company exemption: FIGS relies on NYSE controlled company exemptions; independent committees and a Lead Independent Director are in place to mitigate dual-role concerns .
Investment Implications
- Alignment: Spear’s substantial ownership (14.3% beneficial; 38.3% voting power; with Exchange Rights over additional options) and prohibited pledging/hedging indicate strong long-term alignment with shareholders .
- Incentive structure: 2024 equity awards are RSU-heavy with four-year quarterly vesting, promoting retention but creating predictable quarterly share settlement that can generate incremental selling pressure around vest dates; individual performance payouts are moderated by financial outcomes, supporting pay-for-performance .
- Change-in-control economics: Significant CIC cash ($5M) and equity acceleration, plus a $3.75M Cash Sale Bonus, are material; RSUs appear double-trigger for acceleration while options can accelerate on CIC without termination, which could influence behavior in strategic transactions .
- Execution risk and governance: Dual-role CEO/director within a controlled company reduces formal independence; the presence of independent committees and a Lead Independent Director mitigates some risks; Say-on-Pay support (~84%) suggests shareholder acceptance of the program design, though TSR underperformance relative to 2021 levels warrants continued scrutiny of long-term incentives and targets .