Jeffrey Wilke
About Jeffrey Wilke
Independent director at FIGS since April 2022; age 58; career operator with deep supply chain, logistics, and technology expertise from two decades in senior executive roles at Amazon (including CEO, Worldwide Consumer, 2016–2021). Education: B.S.E. Chemical Engineering (Princeton); M.S. Chemical Engineering and MBA (MIT). Currently Chairman of Re:Build Manufacturing (private industrial manufacturing group) since March 1, 2021 . The Board has determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amazon.com, Inc. | CEO, Worldwide Consumer | Apr 2016–Mar 2021 | Led global consumer operations; direct-to-consumer, supply chain, logistics and technology leadership . |
| Amazon.com, Inc. | SVP, Consumer Business | Feb 2012–Apr 2016 | Senior leadership of consumer business . |
| Amazon.com, Inc. | SVP, North America Retail | Jan 2007–Feb 2012 | Led North America retail . |
| AlliedSignal (now Honeywell) | Executive positions | Prior to 1999 | Aerospace/industrial operating experience . |
| Andersen Consulting (Accenture) | Software development manager | Early career | Built and managed software projects . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Re:Build Manufacturing (private) | Chairman | Since Mar 1, 2021 | Privately-held industrial manufacturing group . |
No other public company board service is disclosed for Mr. Wilke in FIGS’ proxy biography .
Board Governance
- Committee assignments: Audit Committee member; the Audit Committee met five times in 2024 .
- 2024 Compensation Committee service: served as member until May 9, 2024 and then as chair for the remainder of 2024 (retainer prorated); 2025 committee composition changed with Melanie Whelan as Compensation Committee Chair and Wilke no longer listed on that committee .
- Independence: Board determined Wilke is independent under NYSE listing requirements .
- Attendance and engagement: The Board met 10 times in 2024; each then-serving director attended at least 75% of Board and applicable committee meetings. Compensation Committee met 4 times; Nominating & Corporate Governance Committee met 2 times; independent directors meet in executive session at least twice per year (presided by Lead Independent Director Kenneth Lin) .
- Lead Independent Director and controlled company context: Kenneth Lin serves as Lead Independent Director; FIGS is a “controlled company” under NYSE due to co-founders’ voting agreement, which provides exemptions from certain governance requirements (Board states intent to comply if control ceases) .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non-employee director retainer . |
| Committee chair/member retainers | $22,339 | Wilke’s total cash fees were $72,339, reflecting base retainer plus prorated Compensation Committee chair service in 2024 . |
| Total cash fees | $72,339 | As reported in the 2024 director compensation table . |
Director cash retainer schedule: Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $10,000; Audit member $10,000; Compensation member $7,500; Nominating member $5,000 (paid quarterly, prorated) .
Performance Compensation
| Equity Grant (2024) | Grant Value | Instrument | Vesting | Notes |
|---|---|---|---|---|
| Annual director RSU grant | $150,000 | RSUs | Fully vest on earlier of 1-year from grant or next annual meeting (service-based) | Standard annual grant; change-in-control acceleration if director will not join post-CIC parent board . |
| RSUs outstanding (as of 12/31/2024) | 28,143 | RSUs | Service-based vest per program | Each listed director (except Lafley/Soenen) held 28,143 RSUs at year-end . |
FIGS does not use performance metrics (e.g., TSR, EBITDA, ESG goals) for director equity; RSUs are time-vested per program; change-in-control acceleration applies as noted .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| Re:Build Manufacturing (private) | Chairman | N/A | No FIGS-related transactions disclosed; no interlocks with FIGS suppliers/customers disclosed in proxy . |
Expertise & Qualifications
- Core expertise: direct-to-consumer operations, supply chain, logistics, and technology; senior public company leadership pedigree (Amazon) .
- Education: B.S.E. Chemical Engineering (Princeton); M.S. Chemical Engineering and MBA (MIT) .
- Board qualification: FIGS cites Wilke’s operations leadership among his qualifications to serve .
Equity Ownership
| Holder | Class A Shares | RSUs Vesting ≤60 Days | % of Class A | Notes |
|---|---|---|---|---|
| Jeffrey Wilke | 154,556 | 28,143 | <1% | Beneficial ownership totals 182,709 Class A shares; less than 1% of outstanding . |
Additional alignment policies
- Anti-hedging and anti-pledging: Company policy prohibits directors (and controlled entities) from hedging or pledging FIGS stock .
- Ownership guidelines: No specific director stock ownership guideline is disclosed in the proxy; beneficial ownership amounts are shown in the Security Ownership table .
Governance Assessment
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Strengths
- Independence and attendance: Wilke is independent; Board and committee attendance thresholds met in 2024; Audit Committee met five times; compensation and nominating committees active .
- Relevant committee service: 2024 Compensation Committee chair (through year-end), then transitioned to Audit Committee member under 2025 structure; experience aligns with oversight of compensation risk and financial controls .
- Pay structure: Balanced cash/equity—$72,339 cash fees; $150,000 RSU grant; time-based vesting avoids misaligned short-term incentives for directors .
- Alignment safeguards: Explicit anti-hedging/anti-pledging; director RSU vesting acceleration only upon change in control and non-continuation on the parent board .
-
Watch items / Red flags
- Controlled company: Co-founders’ Voting Agreement results in controlled company status with governance exemptions; although committees meet and independent sessions occur, shareholder protections can be weaker than at non-controlled companies .
- Committee chair transition: Wilke’s mid-2024 move to Compensation Chair (prorated fees) then 2025 replacement by a new chair reflects evolving committee leadership; not inherently negative, but investors should monitor continuity in compensation oversight .
-
Shareholder feedback context
- Say-on-Pay support: ~84% approval at 2024 annual meeting (advisory); annual frequency adopted; provides backdrop for Compensation Committee oversight during Wilke’s 2024 chair period .
No related-party transactions involving Wilke are disclosed; indemnification agreements exist for all directors as standard practice .