J. Martin Willhite
About J. Martin Willhite
Independent Class III director at FIGS since February 2019 (age 54). Vice Chairman at Tulco, LLC since June 2017; previously General Counsel (2011–2017) and Chief Operating Officer (2013–2017) at Legendary Entertainment, and Partner at Munger, Tolles & Olson LLP. Education: B.A. in Philosophy (Brigham Young University) and J.D. (Loyola Law School). FIGS identifies him as independent under NYSE rules, with legal, operational and transactional expertise relevant to board effectiveness .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tulco, LLC | Vice Chairman | Jun 2017–present | Investment firm; leadership and transactional experience cited by FIGS . |
| Legendary Entertainment | General Counsel | Oct 2011–Jun 2017 | Film/TV production; legal leadership . |
| Legendary Entertainment | Chief Operating Officer | Apr 2013–Jun 2017 | Operational leadership . |
| Munger, Tolles & Olson LLP | Partner | Not disclosed | Law firm; prior to Legendary . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Loyola Marymount University | Trustee, Board of Trustees | Since Oct 2024 | Higher education governance . |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, Compensation Committee .
- Independence: FIGS Board determined Willhite is independent under NYSE listing standards .
- Board leadership and executive sessions: Kenneth Lin serves as Lead Independent Director; independent directors meet in executive session on a regular schedule, at least twice per year .
- Attendance: FIGS held 10 Board meetings in 2024; each then-serving director attended at least 75% of Board and committee meetings during their service periods .
- Committee activity (2024): Audit Committee met 5 times; Compensation Committee met 4 times; Nominating & Corporate Governance Committee met 2 times .
Fixed Compensation
| Component | Amount | Basis |
|---|---|---|
| Cash fees (2024) | $67,500 | Board annual retainer ($50,000) + Compensation Committee member ($7,500) + Nominating & Corporate Governance Committee chair ($10,000) . |
| Equity grant (2024) | $150,000 (grant-date fair value) | Annual RSU award under Director Compensation Program . |
2024 Director Compensation (detail):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| J. Martin Willhite | $67,500 | $150,000 | $217,500 |
Program structure (cash retainer schedule):
| Retainer Type | Amount | Notes |
|---|---|---|
| Board annual retainer | $50,000 | Paid quarterly, prorated for partial service . |
| Audit Chair | $20,000 | Annual committee chair retainer . |
| Compensation Chair | $15,000 | Annual committee chair retainer . |
| Nominating & Corporate Governance Chair | $10,000 | Annual committee chair retainer . |
| Audit Member (non-chair) | $10,000 | Annual committee member retainer . |
| Compensation Member (non-chair) | $7,500 | Annual committee member retainer . |
| Nominating & Corporate Governance Member (non-chair) | $5,000 | Annual committee member retainer . |
Performance Compensation
| Equity Grant Type | Grant Value (2024) | RSUs Outstanding (12/31/2024) | Vesting |
|---|---|---|---|
| Annual RSU grant | $150,000 | 28,143 RSUs | Vests in full on earlier of 1-year anniversary or next annual meeting; initial grants prorated; accelerates upon change in control if not continuing on post-transaction board . |
No performance-based (PSU/option) metrics are used for non-employee director compensation; RSUs vest time-based per program terms .
Other Directorships & Interlocks
| Entity | Relationship to FIGS | Potential Conflict Consideration | Status/Notes |
|---|---|---|---|
| Tulco, LLC | Prior significant shareholder via founder Thomas Tull; parties to FIGS Voting Agreement; Willhite serves as Tulco Vice Chairman | Voting Agreement could raise perceived influence/interlock; however, Tull parties sold all FIGS stock to BAMCO on Jan 11, 2025, terminating their rights under the Voting Agreement | Voting Agreement termination reduces interlock risk; Willhite remains independent at FIGS . |
Expertise & Qualifications
- Legal, operational, and transactional experience from senior roles at Legendary Entertainment and Tulco; prior law firm partnership .
- Governance experience via chairing Nominating & Corporate Governance and serving on Compensation Committee .
- Academic credentials: BA (Philosophy, BYU) and JD (Loyola Law) .
Equity Ownership
| Holder | Class A Shares | % of Class A | Common Stock Beneficial Ownership % | Combined Voting Power % | Composition Notes |
|---|---|---|---|---|---|
| J. Martin Willhite | 3,218,227 | 2.1% | 2.0% | 1.0% | Includes 3,190,084 Class A shares plus 28,143 RSUs vesting within 60 days of Apr 9, 2025 . |
Alignment policies:
- FIGS Insider Trading Policy prohibits hedging and pledging of company stock by directors, officers, employees, and controlled entities .
- Board-level clawback policy applies to executive incentive compensation recovery; director comp is equity/time-based and not subject to performance recoupment triggers .
Governance Assessment
- Strengths: Independent status; chair role on Nominating & Corporate Governance; consistent committee engagement; clear director pay structure with balanced cash/equity; hedging/pledging prohibition supports alignment; robust related-party transaction review via Audit Committee .
- Attendance and engagement: Board met 10 times; directors met ≥75% thresholds; executive sessions led by Lead Independent Director support oversight .
- Potential red flags: Historical interlock risk due to Tulco association and Voting Agreement; mitigated by January 2025 termination of Tull parties’ Voting Agreement rights and sale of shares to BAMCO . FIGS remains a “controlled company,” limiting certain NYSE governance requirements and investor protections; continued reliance on strong independent director processes is key .
- Shareholder signals: Say-on-Pay approval ~84% at 2024 annual meeting indicates general investor support for compensation practices (context for overall governance climate) .
Implications: Willhite’s legal/operational depth and committee leadership are positives for board effectiveness. Monitoring is warranted around controlled company dynamics and any future related-party exposures; current policy frameworks (related-party reviews, anti-hedging/pledging) and the termination of Tulco’s Voting Agreement reduce conflict risk .