Jerry Jao
About Jerry Jao
Jerry Jao (age 41) joined the FIGS Board in April 2025 as a Class III director with a term expiring at the 2027 Annual Meeting. He is independent under NYSE rules, currently serves as SVP & GM at Constant Contact (since August 2020), previously founded and served as CEO of Retention Science, and earlier worked at KPMG and Morgan Stanley. He holds a B.S. from UC Berkeley’s Haas School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Retention Science | Founder & CEO | Jan 2013 – Aug 2020 | Led AI-powered personalization/marketing SaaS through sale to Constant Contact |
| KPMG LLP | Engagement Manager | Prior to 2013 (not specified) | Client delivery/consulting experience |
| Morgan Stanley | Analyst | Prior to KPMG (not specified) | Finance training/analytical foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Constant Contact, Inc. | SVP & GM | Aug 2020 – Present | Digital marketing solutions provider |
Board Governance
- Committee assignments: Audit Committee Chair (succeeded interim chair Mario Marte in April 2025) and member of the Compensation Committee; Audit Committee members are Jao, Wilke, Marte .
- Independence and executive sessions: Jao is independent; independent directors meet in executive session at least twice per year, presided by Lead Independent Director Kenneth Lin .
- Board structure and control: FIGS is a “controlled company” under NYSE rules due to co-founders’ voting agreement; minority investor protections may be reduced relative to non-controlled issuers .
- Attendance: FIGS held 10 Board meetings in 2024; all then-serving directors attended at least 75% of Board and committee meetings. Jao joined in 2025, so 2024 attendance stats do not apply to him .
- Audit scope: Audit Committee oversees financial reporting, auditor independence, related-person transactions, cybersecurity/data privacy, and ESG risk oversight; met 5 times in 2024 .
Fixed Compensation
| Component | Amount/Structure | Vesting/Payment | Notes |
|---|---|---|---|
| Annual Director Cash Retainer | $50,000 | Paid quarterly, prorated | Non-employee director program |
| Committee Chair Retainers | Audit: $20,000; Compensation: $15,000; Nominating: $10,000 | Paid quarterly, prorated | Chair role supplements |
| Committee Member Retainers (non-chair) | Audit: $10,000; Compensation: $7,500; Nominating: $5,000 | Paid quarterly, prorated | Member role supplements |
| Annual RSU Grant | ~$150,000 grant-date value | Vests in full by next annual meeting or 1-year anniversary | Applies to directors serving as of annual meeting |
| Initial RSU Grant (mid-year appointees) | ~$150,000 pro-rated | Same vesting convention as annual grant | Granted on appointment date |
| Special Committee Fees | Determined case-by-case | Cash fees may be added | Board discretion; examples paid in 2024 |
Note: 2024 director compensation disclosed for then-serving directors; Jao joined in April 2025 and was not a 2024 recipient. He is eligible for program grants/retainers per policy .
Performance Compensation
- Director equity awards are time-based RSUs; no director performance metrics disclosed for committee or Board roles .
- FIGS’ pay-for-performance framework for executives (context for Board oversight of compensation risk):
| Metric | Weight | Threshold | Target | Stretch | Max | 2024 Actual | Payout vs Component Target |
|---|---|---|---|---|---|---|---|
| Net Revenues | 37.5% | $545.6M | $592.0M | $611.5M | $796.6M | $562.6M (GAAP, adjusted for subsidy reclass) | 68.6% |
| Adjusted EBITDA Margin | 37.5% | 11.8% | 13.0% | 13.6% | 15.0% | 9.4% | 0.0% |
| Individual Performance | 25.0% | Below Target | On Target | — | Above Target | Assessed at 100% then capped to average of Financial Components | 34.3% for executives capped to average |
| Average Financial Components | — | — | — | — | — | — | 34.3% |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| None disclosed (public companies) | — | No other public boards listed for Jao |
- Related-party transactions: FIGS disclosed a 2024–2025 investment and office license with OOG, Inc., a company led by FIGS’ Executive Chair; reviewed by a special independent committee. No Jao-specific related-party transactions disclosed .
Expertise & Qualifications
- Domain expertise in e-commerce, digital marketing, personalization AI, and finance—aligned with FIGS’ DTC model and customer engagement .
- Audit Committee financial literacy and “audit committee financial expert” status determined for committee members; Jao serves as Audit Chair .
Equity Ownership
| Holder | Class A Shares | RSUs Vesting ≤60 Days | Options | Total Beneficial Ownership | % of Outstanding | Notes |
|---|---|---|---|---|---|---|
| Jerry Jao | 46,928 | 5,923 | 0 | 52,851 | <1% (“*”) | Anti-hedging and anti-pledging policy applies to directors |
Governance Assessment
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Strengths:
- Independent director chairing Audit Committee with remit over financial reporting, related-person transactions, cybersecurity, and ESG risk; enhances board oversight in areas material to investor confidence .
- Skillset in digital marketing/AI personalization supports FIGS’ DTC growth, customer retention, and data-driven strategies .
- Anti-hedging and anti-pledging policies reduce misalignment/pledging risk; formal clawback policy for executives supports governance discipline .
- Director compensation program emphasizes equity alignment (annual/initial RSUs) with modest cash retainers and clear committee fee structure .
-
Watch items / potential red flags:
- Controlled company status via co-founders’ voting agreement reduces certain NYSE governance requirements; investors should monitor board independence, succession planning, and related-party oversight rigor .
- Related-party exposure exists at FIGS (e.g., OOG transactions); Audit Committee process and special independent committee were used, which is a favorable mitigating factor, but continued vigilance is warranted .
- Say-on-Pay: 84% support at 2024 Annual Meeting—acceptable but below best-in-class >90%; compensation committee (where Jao is a member) should sustain pay-performance alignment and investor engagement .
-
Engagement/attendance:
- Independent director executive sessions occur regularly; Board held 10 meetings in 2024 with ≥75% attendance among then-serving directors. Jao’s attendance will be assessable in future filings following his April 2025 appointment .
Fixed Compensation (Director-Level, for Reference)
| Director Compensation (FY 2024 examples) | Cash Fees | Equity |
|---|---|---|
| Examples (Wilke $72,339; Lin $70,000; Antrum $65,000; Marte $76,452; Willhite $67,500) | Cash retainers + committee/special committee | $150,000 RSUs (typical) |
Program-level retainer and grant mechanics summarized earlier; Jao’s compensation will follow this framework from his 2025 appointment .
Performance Compensation (Executive Oversight Context)
See the executive 2024 bonus metric table above; directors do not receive performance-based pay; RSUs vest time-based for directors .
Other Directorships & Interlocks (Summary)
No other public company directorships disclosed for Jao; no FIGS-related transactions disclosed involving Jao’s external affiliations .
Expertise & Qualifications (Summary)
- E-commerce and marketing technology leadership; finance and consulting background; UC Berkeley Haas B.S. .
- Audit Chair designation implies financial expertise per Board determination of committee qualifications .
Equity Ownership (Summary)
- 52,851 shares beneficially owned (<1%); includes RSUs vesting within 60 days; no options disclosed in beneficial ownership footnote; hedging/pledging prohibited .
Governance Assessment (Bottom Line)
- Board effectiveness likely strengthened by Jao’s technology/marketing acumen and his Audit Chair role overseeing financial integrity and risk. Controlled-company status and ongoing related-party activities elevate the importance of robust Audit Committee processes—areas where Jao’s chairmanship is central to investor confidence .