Mario Marte
About Mario Marte
Mario Marte (age 49) is an independent director of FIGS, serving on the Board since November 2023 and standing for re‑election as a Class I director to serve through the 2028 annual meeting . He is the former CFO of Chewy (2018–2023), previously VP—Finance & Treasurer at Chewy (2015–2018), and held finance roles at Hilton, American Airlines, and Accenture; he holds a B.S. in Computer Engineering (USF) and an MBA (Duke Fuqua) . He also serves on Best Buy’s Board and chairs its Audit Committee (since June 2023), reinforcing his audit and governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chewy, Inc. | Chief Financial Officer | Sep 2018 – Jul 2023 | Led finance for large-scale eCommerce retailer |
| Chewy, Inc. | VP—Finance & Treasurer | Apr 2015 – Sep 2018 | Corporate finance, treasury oversight |
| Hilton Worldwide Holdings | VP—Financial Planning & Analysis | Prior to Chewy | Enterprise FP&A leadership |
| American Airlines Group | Finance roles | Prior to Hilton | Corporate finance experience |
| Accenture LLC | Consulting roles | Prior to AA | Strategy/operations exposure |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Best Buy Co., Inc. | Director; Audit Committee Chair | Jan 2021 (Director), Chair since Jun 2023 | Current public company directorship; audit leadership |
Board Governance
- Committee assignments: Audit Committee member; served as interim Audit Committee Chair until April 2025 when Jerry Jao was appointed Chair .
- Independence: Board determined Marte is independent under NYSE rules .
- Audit Committee financial expert designation: Board determined all Audit Committee members (including Marte) are “audit committee financial experts” .
- Attendance and engagement: Board met 10 times in 2024; all then‑serving directors attended at least 75% of Board and committee meetings; the Audit Committee met 5 times in 2024 .
- Executive sessions and leadership: Independent directors meet in executive session at least twice per year; Kenneth Lin is Lead Independent Director .
- Controlled company context: FIGS is a “controlled company” under NYSE rules due to co‑founders’ voting control via a Voting Agreement, which permits certain governance exemptions .
Committee Assignments and Roles
| Committee | Role | Chair? | 2024 Meetings | Notes |
|---|---|---|---|---|
| Audit | Member; Interim Chair | Interim Chair through Apr 2025 | 5 | All members independent; all designated financial experts |
Fixed Compensation
| Component (Director Program) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 50,000 | Standard for non‑employee directors |
| Audit Committee Chair retainer | 20,000 | Prorated when serving part‑year |
| Audit Committee member retainer | 10,000 | Prorated when serving part‑year |
| Special committee service fee | 10,000 | Paid for special committee work when applicable |
| 2024 fees earned in cash (actual) | 76,452 | Includes special committee fee; audit retainer prorated around interim chair transition |
Performance Compensation
| Equity Component | Grant Value ($) | Units | Vesting |
|---|---|---|---|
| Annual RSU grant (2024) | 150,000 | 28,143 RSUs (held as of Dec 31, 2024) | Vests in full on earlier of 1‑year anniversary or next annual meeting; accelerates on change in control if not continuing on post‑transaction board |
Performance Metrics (director equity)
- RSUs are time‑based; directors do not receive options under the Director Compensation Program .
- Annual grants target $150,000 fair value each year, with straight‑line vesting to the next annual meeting .
Other Directorships & Interlocks
| Company | Role | Committee | Interlock/Conflict Notes |
|---|---|---|---|
| Best Buy Co., Inc. | Director | Audit (Chair) | No FIGS‑specific related‑party transactions disclosed with Best Buy . |
Expertise & Qualifications
- Deep finance and audit experience (CFO background; public company audit chair) .
- Board‑designated audit committee financial expert .
- eCommerce, supply chain, and consumer operations expertise relevant to FIGS’ DTC model .
Equity Ownership
| Holder | Shares (Class A) | Ownership % | Combined Voting Power % | Notes |
|---|---|---|---|---|
| Mario Marte | 41,178 | <1% | <1% | Beneficial ownership includes exercisable options/vested RSUs within 60 days of Apr 9, 2025 . |
- Anti‑hedging and pledging: Company policy prohibits hedging transactions and pledging Company stock for all directors and officers, supporting alignment with shareholders .
Governance Assessment
- Strengths: Independent director with audit chair experience; designated financial expert; active Audit Committee engagement (including interim chair duties); director compensation structure balanced (cash + RSUs with standard vesting); anti‑hedging/pledging policy and formal clawback for executives enhance governance discipline .
- Alignment: Holds FIGS equity via RSUs and a small beneficial stake (41,178 shares), creating some alignment, though ownership remains de minimis percentage wise .
- Conflicts and related‑party exposure: No Mario‑specific related‑party transactions disclosed; he received $10,000 for special committee service (committee membership not named), while the Board used an independent special committee to evaluate the OOG transaction involving FIGS’ co‑founder (positive governance process) .
- Risks: Controlled‑company status under NYSE may reduce certain minority shareholder protections; continued vigilance needed via independent leadership and committee rigor .
Attendance & Shareholder Feedback
- Board met 10 times in 2024; each then‑serving director attended at least 75% of aggregate Board and committee meetings; five of eight then‑serving directors attended the 2024 annual meeting .
- Say‑on‑pay advisory support was approximately 84% at the 2024 annual meeting, indicating generally supportive shareholder sentiment on compensation governance .
Director Compensation Details (2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Mario Marte | 76,452 | 150,000 | 226,452 |
Summary of Director Program Terms
| Cash Retainers | Amount ($) | Equity Grants | Value ($) | Vesting |
|---|---|---|---|---|
| Board annual retainer | 50,000 | Annual RSU grant | 150,000 | Full vest at earlier of one year or next annual meeting; change‑in‑control acceleration if not continuing |
| Audit Chair | 20,000 | Initial RSU (prorated on appointment) | ~150,000 × fraction | Same as annual grant terms |
| Audit Member | 10,000 | — | — | — |
Board Committee Structure Snapshot
| Committee | Members | Chair | Independence |
|---|---|---|---|
| Audit | Wilke; Jao; Marte | Jerry Jao | All independent; all financial experts |
| Compensation | Jao; Willhite; Whelan | Melanie Whelan | All meet NYSE heightened independence |
| Nominating & Governance | Willhite; Whelan; Antrum | J. Martin Willhite | All independent |
Notable governance practice: Compensation Committee engages Pay Governance as independent compensation consultant; delegation policy and equity grant controls documented .
RED FLAGS and Watch Items
- Controlled company exemptions (structural governance risk) .
- Low director ownership relative to total outstanding shares—monitor alignment trends and any future changes in equity grants or ownership guidelines (no specific director stock ownership guidelines disclosed) .
- Related‑party transaction oversight remains critical; the OOG transaction was processed via an independent special committee—continue monitoring similar transactions for process integrity .
Appendix: Key Disclosures Referenced
- Director nomination and age/tenure .
- Biography and external directorship .
- Independence and Board composition .
- Audit Committee membership, meetings, and financial expert determinations .
- Audit Committee report noting interim chair transition .
- Director Compensation Program and 2024 director comp table .
- Beneficial ownership table (Marte) .
- Insider trading policy and anti‑hedging/pledging .
- Say‑on‑pay results (2024) .
- Controlled company disclosure .
- Related‑party transaction (OOG) and special committee use .