Heather Hasson
About Heather Hasson
Co‑founder of FIGS, Inc., Executive Chair of the Board (since Aug 2022), and director since 2013; age 43; B.A. in Political Science (University of Wisconsin–Madison) . FIGS delivered 2024 net revenues of $555.6M (+1.8% YoY), net income of $2.7M, and adjusted EBITDA of $51.8M (9.3% margin), providing context for incentive alignment during her current role as Executive Chair . Since IPO, total shareholder return (value of $100 initial investment) stood at $20.62 at YE2024 (peer group $44.61), reflecting a challenging share performance backdrop for equity realizable pay assessments .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FIGS, Inc. | Co‑CEO (prior), Executive Chair (current) | Co‑CEO until Aug 2022; Exec Chair since Aug 2022 | Founding leadership; board chair responsibilities and governance/strategy leadership |
| Heather Hasson bags | Founder & CEO | Prior to FIGS | Entrepreneurial leadership in consumer/apparel; brand-building experience |
| FIGS Ties | Founder & CEO | Prior to FIGS | Consumer accessories venture; early operating experience |
External Roles
| Organization | Role | Years | Strategic Impact / Notes |
|---|---|---|---|
| OOG, Inc. (healthcare education technology) | CEO and Director | Current | AI‑powered healthcare education; FIGS purchased $25.0M minority stake (Series A‑1) in Nov 2024; related‑party transaction with special independent committee oversight |
| G Squared Ascend I Inc. | Director | 2021–2023 | SPAC board experience |
| G Squared Ascend II Inc. | Director | 2021–2023 | SPAC board experience |
| RxArt (non‑profit) | Director | Since Jan 2020 | Community/arts engagement |
Fixed Compensation
| Component | 2024 Detail | Notes |
|---|---|---|
| Base Salary | $0 | Not eligible for base salary per second amended & restated employment agreement; continued as at‑will employee post 12/31/2024 |
| Target/Actual Annual Bonus | Not eligible | Agreement provides no annual bonus eligibility |
| All Other Compensation | $42 | Company‑paid life insurance premiums (as disclosed in SCT footnotes) |
Notable prior equity upon transition to Executive Chair (Aug 2022): nonqualified stock option grant ($13,603,183 grant‑date fair value) and RSU grant ($11,320,485), both fully vested; no 2024 equity grant to Hasson .
Performance Compensation
FIGS’ 2024 annual cash incentive design (applies to CEO/CFOs; Hasson was ineligible):
- Metrics and weights: Net Revenues 37.5%; Adjusted EBITDA Margin 37.5%; Individual Performance 25% .
- Company results: Net Revenues $562.6M (68.6% of component); Adjusted EBITDA Margin 9.4% (0% of component); average financial component payout 34.3%; senior participants capped at 34.3% overall .
| Metric | Weight | Target | Actual | Payout of Component Target |
|---|---|---|---|---|
| Net Revenues | 37.5% | $592.0M | $562.6M | 68.6% |
| Adjusted EBITDA Margin | 37.5% | 13.0% | 9.4% | 0% |
| Individual Performance | 25.0% | On Target | 100% achieved for eligible NEOs; capped to 34.3% of target overall | 34.3% (cap applied) |
Vesting references (Hasson equity):
- 2021 RSUs (6/1/2021 grant) vest 1/16 quarterly; 14,205 unvested at 12/31/2024 (market value $87,929 at $6.19) .
- 2022 option vested monthly with final installment by Dec 31, 2024 (exercise price $11.79; OTM at $6.19 YE2024) .
- 2024: 508,498 RSUs vested for Hasson (value realized $2,922,060) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 4/9/2025) | 15,401,085 Class A (9.1%); 2,814,480 Class B (34.0% of B); 10.3% total common; 21.4% combined voting power |
| Composition detail | Includes 15,040,321 Class A shares issuable upon option exercise within 60 days and 7,102 RSUs vesting within 60 days; also 141 Class A via Hollywood Capital Partners LLC (co‑owned with Spear) |
| Class Structure/Control | Dual‑class with 20:1 votes on Class B; Hasson and Spear are a Section 13(d) “group” under a Voting Agreement; FIGS is a NYSE “controlled company” |
| Exchange Rights | For pre‑IPO equity awards, Hasson may exchange Class A received upon exercise/settlement into Class B; 2,814,480 shares already exchanged via RSUs; retains Exchange Right over 11,449,396 option shares |
| Options status (12/31/2024) | Exercisable options include: 313,336 @ $0.86; 900,000 @ $1.37; 10,236,060 @ $5.10; 651,357 @ $22.00 (75,740 unexercisable remain); 2,863,828 @ $11.79; YE2024 close $6.19 |
| Hedging/Pledging | Prohibited for directors, officers, employees; also bans collars/exchange funds |
| 2024 Vest/Exercise | 508,498 shares vested from RSUs ($2.922M value); no option exercises reported for Hasson in 2024 |
Employment Terms
| Element | Terms |
|---|---|
| Agreement | Second amended & restated employment agreement effective Aug 4, 2022; term ended Dec 31, 2024; now at‑will; no base salary/bonus; continued eligibility for certain benefits and HSR filing fee coverage |
| Restrictive Covenants | Employee confidential information and invention assignment; one‑year post‑termination non‑solicit; mutual non‑disparagement (indefinite) |
| Severance/Change‑in‑Control (historic) | During agreement term: if terminated without cause/for good reason within 3 months pre‑/12 months post‑CIC → 100% acceleration of all outstanding equity; COBRA premium payment equal to 200% of cost for 18 months; additional bonus terms tied to 2022 only; outside CIC window: partial/full accelerations as specified |
| Current continuing benefits post‑term | Death/disability: 100% acceleration of outstanding equity awards; Cash Sale Bonus Letter remains in effect |
| Cash Sale Bonus Letter | Lump‑sum $1,500,000 upon “Qualifying Cash Sale” (equity valuation ≥$400M with cash/equity consideration thresholds; 409A CIC); employment not required at time of sale |
| Clawback | Board‑adopted policy for recovery of erroneously awarded incentive compensation for executive officers |
| Equity Grant Policy | Regular monthly grant dates (10th business day), quarterly RSU vesting schedules; guardrails around grant timing near SEC filings |
Estimated potential payments table excerpts (assuming 12/31/2024 event):
- Death/Disability: RSU acceleration $87,927; total $87,927 .
- Termination w/o Cause or for Good Reason (no CIC): COBRA $45,520; RSU acceleration $87,927; total $133,447 .
- Change in Control (no termination): Cash Sale Bonus $1,500,000; total $1,500,000 .
- Termination in connection with CIC: COBRA $45,520; RSU acceleration $87,927; Cash Sale Bonus $1,500,000; total $1,633,447 .
Board Governance
- Role and independence: Executive Chair (management), not independent; Lead Independent Director is Kenneth Lin; separation of CEO (Spear) and Chair (Hasson) roles asserted to enhance oversight .
- Controlled company: FIGS qualifies under NYSE controlled company exemptions due to Hasson/Spear voting group and dual‑class; some governance protections afforded to non‑controlled companies may not apply .
- Committee memberships: Independent directors populate Audit (Chair: Jerry Jao), Compensation (Chair: Melanie Whelan), and Nominating & Corporate Governance (Chair: J. Martin Willhite) committees; Hasson does not serve on board committees .
- Attendance: Each then‑serving director attended at least 75% of meetings in 2024 .
- Director compensation: Co‑founders Hasson and Spear receive no additional pay for director service; non‑employee director program provides cash retainers and ~$150k annual RSU grants to outside directors .
Related Party Transactions (Governance Red Flags/Controls)
- OOG, Inc.: FIGS invested $25.0M (Nov 4, 2024) for Series A‑1 in OOG where Hasson serves as CEO; a special committee of independent, disinterested directors evaluated and approved; ancillary license of 2,200 sqft office space to OOG (Mar 12, 2025) for nominal consideration .
- Baron Capital Group: Significant shareholder transactions and Stockholders Agreement (standstill and voting provisions above 25% Class A threshold) noted; not specific to Hasson but relevant to control dynamics .
Compensation Committee, Consultants, Peer Group
- Consultant: Pay Governance engaged since 2022; evaluated independent; advises on design/peer group .
- 2024 peer group (for 2024 decisions): mix of DTC/apparel/consumer including YETI, Warby Parker, Stitch Fix, Revolve, The RealReal, The Honest Company, Chewy, Etsy, Peloton, Canada Goose, Bumble, Freshpet, GoodRx, AllBirds, Beyond Meat, Poshmark .
- 2025 peer group update: removed several tech/fit names; added Book Barn Holdings, e.l.f. Beauty, J. Jill, Movado, On Holding, The Buckle to shift toward apparel/retail relevance .
- Say‑on‑Pay: ~84% approval at 2024 annual meeting .
Performance & Track Record (Context)
| Year | Net Revenues ($M) | Net Income ($M) | Adjusted EBITDA ($M) | Adj. EBITDA Margin | TSR Value of $100 (Company) | TSR (Peer Group) |
|---|---|---|---|---|---|---|
| 2024 | 555.6 | 2.7 | 51.8 | 9.3% | 20.62 | 44.61 |
| 2023 | 550.3 | 22.6 | 86.0 | 15.8% | 23.15 | 48.16 |
| 2022 | 505.8 | 21.2 | — | — | 22.42 | 49.85 |
| 2021 | 419.6 | (9.6) | — | — | 91.81 | 91.22 |
Notes: Adjusted EBITDA and adjusted EBITDA margin are non‑GAAP measures as defined by the company . TSR is shown as the value of a fixed $100 investment since IPO .
Director Compensation (for Hasson as Director)
- No additional director compensation paid to Hasson; outside directors receive cash retainers and equity per program; Hasson’s 2024 total reported compensation was $42 (life insurance) given no salary/bonus/equity in 2024 .
Equity Ownership & Alignment (Additional Detail)
| Breakdown (as of 12/31/2024 unless noted) | Amount |
|---|---|
| RSUs unvested (6/1/2021 grant) | 14,205 ($87,929 at $6.19) |
| Options exercisable | 313,336 @ $0.86; 900,000 @ $1.37; 10,236,060 @ $5.10; 651,357 @ $22.00; 2,863,828 @ $11.79 |
| Options unexercisable | 75,740 @ $22.00 |
| 2024 RSUs vested | 508,498 ($2,922,060 value) |
| Anti‑hedging/pledging | Prohibited |
Employment Economics – Change‑in‑Control/Termination (at 12/31/2024)
| Scenario | Cash | COBRA | Equity Acceleration | Other | Total |
|---|---|---|---|---|---|
| Death/Disability | — | — | RSUs $87,927 | — | $87,927 |
| Termination (No CIC) | — | $45,520 | RSUs $87,927 | — | $133,447 |
| CIC (No Termination) | — | — | — | Cash Sale Bonus $1,500,000 | $1,500,000 |
| Termination in Connection with CIC | — | $45,520 | RSUs $87,927 | Cash Sale Bonus $1,500,000 | $1,633,447 |
Notes: “Cash Sale Bonus” per letter agreement (qualifying CIC valuation thresholds under 409A); employment not required at payout .
Governance and Control Considerations (Dual‑Role Implications)
- Executive Chair + co‑founder with substantial voting power via Class B and Voting Agreement with co‑founder/CEO; FIGS is a “controlled company,” allowing certain NYSE governance exemptions (e.g., fully independent nominating/compensation committees may not be required though FIGS maintains independent committees) -.
- Separation of Chair/CEO roles and Lead Independent Director structure present; independent directors meet in executive session; each director ≥75% attendance in 2024 .
- Anti‑hedging/pledging policy mitigates alignment risks; however, exchange rights and large option overhang with low strike prices concentrate voting influence and potential liquidity events (subject to trading policies) .
Investment Implications
- Alignment and control: Zero cash salary/bonus in 2024 and substantial long‑dated equity (much already vested) signal a founder‑owner profile with tight alignment and significant governance control through Class B and Voting Agreement; continued anti‑hedging/pledging bans are positive for alignment .
- Potential selling pressure: Large in‑the‑money legacy options (notably 2018 and 2020 tranches) create possible exercise/tax‑related selling overhang as lock‑step vestings and exchange rights continue; 11,449,396 option shares remain subject to exchange right into Class B, with Class B convertible into Class A at any time .
- Retention/continuity: With most awards vested and a controlled company structure ensuring board nomination rights for co‑founders, retention risk appears low; leadership continuity likely persists absent strategic changes .
- Pay‑for‑performance optics: Company‑wide incentives are tied to net revenues and adjusted EBITDA margin; 2024 underperformance on margin capped payouts at 34.3% for eligible executives—supportive of discipline—even as Hasson herself was ineligible for cash incentives in 2024 .
- Governance watch items: Related‑party OOG transaction was run through an independent special committee with nominal office space license; monitoring ongoing governance controls and disclosure around any future FIGS–OOG commercial agreements is prudent .
- Say‑on‑Pay support: 84% support in 2024 suggests current pay design is broadly acceptable to shareholders despite TSR underperformance versus peers, but continued linkage to margin expansion will be important for future votes .