Melanie Whelan
About Melanie Whelan
Melanie Whelan (age 47) joined the FIGS Board in January 2025 and is an independent Class II director. She is Advisory Partner at Summit (formerly Managing Director), and previously served as CEO of SoulCycle, COO of SoulCycle, and VP of Business Development at Equinox, with earlier leadership roles at Virgin Management (founding team of Virgin America) and Starwood Hotels & Resorts. She holds a B.A. in Engineering and Economics from Brown University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Summit (Summit Partners) | Advisory Partner (since Jan-2025); previously Managing Director (Jun-2020 to Dec-2024); Executive in Residence (Jan-2020 to Jun-2020) | 2020–present | Growth equity investing; consumer/operations experience cited by FIGS for Board qualification |
| SoulCycle Inc. | Chief Executive Officer | Jun-2015 to Nov-2019 | Led brand and international growth; consumer marketing and operations expertise |
| SoulCycle Inc. | Chief Operating Officer | Apr-2012 to May-2015 | Scaled operations ahead of CEO role |
| Equinox Holdings, Inc. | Vice President, Business Development | Jan-2007 to Apr-2012 | Strategic growth initiatives in luxury fitness |
| Virgin Management | Leadership roles; founding team of Virgin America | Prior to 2007 (dates not specified) | Airline launch/operations exposure |
| Starwood Hotels & Resorts | Leadership role | Prior to 2007 (dates not specified) | Hospitality operations |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Chegg, Inc. (public) | Director | Since 2019 | Committee roles not disclosed in FIGS proxy |
| Southern New Hampshire University | Trustee | Since 2020 | Board of Trustees |
Board Governance
- Committee assignments (FIGS): Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee. Not a member of Audit.
- Independence: FIGS Board determined Whelan is independent under NYSE rules.
- Board structure: FIGS is a controlled company under NYSE rules; certain governance exemptions may apply. Lead Independent Director: Kenneth Lin. Independent director executive sessions occur regularly, at least twice per year.
- Attendance: FIGS held 10 Board meetings in FY2024; all then-serving directors attended at least 75% of Board and committee meetings. (Whelan joined in 2025; FY2024 attendance data reflects prior composition.)
Fixed Compensation (Director Program)
| Component | Amount / Terms | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Paid quarterly; pro-rated for partial service |
| Committee Chair retainers | Audit: $20,000; Compensation: $15,000; Nominating & Corporate Governance: $10,000 | Chair of Compensation Committee (Whelan) eligible for $15,000 retainer under program |
| Committee member retainers (non-chair) | Audit: $10,000; Compensation: $7,500; Nominating & Corporate Governance: $5,000 | Whelan is a member of Nominating & Corporate Governance (eligible $5,000 under program) |
| Meeting fees | Not specified | Program provides retainers; special committee fees may be added if applicable |
- Equity compensation (time-based, not performance-conditioned):
- Initial grant: Pro-rated RSU award valued at ~$150,000 upon appointment; vests in full at the next annual meeting or one-year anniversary, whichever earlier.
- Annual grant: ~$150,000 in RSUs at each annual meeting; vests in full at next annual meeting or one-year anniversary.
- Acceleration: Initial and annual director RSUs vest in full upon a change in control if the director will not continue on the post-transaction board.
Performance Compensation
Directors do not receive performance-based cash incentives at FIGS; equity awards are time-based RSUs. The company prohibits director hedging and pledging of FIGS stock.
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Chegg, Inc. | Public | Director | No related-party transactions between FIGS and Chegg disclosed in 2024–2025 proxy; no interlocks with other FIGS directors disclosed. |
| Summit (Summit Partners) | Private investment firm | Advisory Partner | No FIGS related-party transactions with Summit disclosed; not listed in related-party section. |
| Southern New Hampshire University | Non-profit | Trustee | Not a FIGS related party. |
Expertise & Qualifications
- E-commerce, consumer operations, and marketing leadership (former CEO/COO SoulCycle; BD at Equinox; Summit growth equity), cited by FIGS as rationale for board service.
- Public company board experience (Chegg).
- Education: B.A. in Engineering and Economics, Brown University.
Equity Ownership
| Holder | Security | Amount/Status | Ownership % |
|---|---|---|---|
| Melanie Whelan | Class A common stock (issuable upon RSU settlement within 60 days of 4/9/2025) | 10,815 | <1% (denoted “*” in proxy table) |
| Hedging/Pledging | Policy | Hedging and pledging of company stock by directors is prohibited under FIGS’ Insider Trading Compliance Policy | N/A |
Compensation Committee Oversight (Chair: Whelan)
- Committee composition: Whelan (Chair), Jerry Jao, J. Martin Willhite; all independent under NYSE’s heightened standards. Met four times in 2024.
- Consultant: Pay Governance serves as independent compensation consultant; committee determined no conflicts of interest.
- Practices: Emphasis on at-risk pay for executives, clawback policy, no hedging/pledging, no excise tax gross-ups; annual risk assessment of compensation programs.
- Shareholder feedback: Say-on-Pay received ~84% support at 2024 annual meeting; annual say-on-pay cadence continues.
Related-Party Exposure (Conflict Scan)
- FIGS disclosed related-party transactions with OOG, Inc. (minority investment and office space license); OOG is led by FIGS Executive Chair Heather Hasson, with FIGS CEO Catherine Spear joining OOG’s board in connection. A special committee of independent, disinterested directors evaluated and recommended approval. No involvement by Whelan disclosed.
- FIGS also disclosed commercial and governance agreements with Baron Capital Group entities, a >5% shareholder (purchase orders, stockholders’ agreement with standstill/voting commitments). No involvement by Whelan disclosed.
- No loans, family relationships, or transactions involving Whelan were disclosed.
Governance Assessment
- Positive governance signals:
- Independence and immediate elevation to Compensation Committee Chair suggest confidence in Whelan’s compensation and human capital oversight capabilities.
- Use of an independent compensation consultant and strong policies (clawback; anti-hedging/pledging; no excise tax gross-ups) align with shareholder-friendly practices.
- Say-on-Pay support of ~84% in 2024 indicates stable investor backing of pay programs entering her tenure.
- Watch items:
- FIGS’ “controlled company” status reduces certain NYSE governance requirements; continuous monitoring of independent board functioning remains prudent.
- Related-party transactions with OOG (an entity led by FIGS’ Executive Chair) were overseen by a special committee; continued vigilance on process rigor is warranted, though Whelan is not implicated in these transactions.
Overall: Whelan brings relevant consumer, operations, and growth equity experience and now chairs Compensation at FIGS with established independent advisor support. No specific conflicts were disclosed for her. The controlled company structure and ongoing related-party oversight elsewhere on the board are the primary governance context items for investors to monitor.