Andrea Perez
Hims & Hers HealthAbout Andrea Perez
Andrea Perez, age 44, is an independent director of Hims & Hers Health, Inc., serving since March 2021 and currently chairs the Compensation Committee. She brings senior brand and consumer leadership experience from Sony Interactive Entertainment (SVP, Brand, Products & Services Marketing) and Nike (Global VP/GM, Jordan Women; prior leadership roles in Kids, North America Soccer, Global Football, and Tennis). She holds a B.A. in Marketing from Tecnológico de Monterrey and an MBA from Dartmouth’s Tuck School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sony Interactive Entertainment | Senior Vice President, Brand, Products & Services Marketing | Sep 2022 – Apr 2024 | Led global brand, product and services marketing |
| Nike (Jordan Brand) | Global VP/GM, Jordan Women | Oct 2017 – Sep 2022 | Drove women’s division strategy; co-founded Women of Nike employee group |
| Nike (various) | VP/GM Jordan Kids; GM North America Soccer; Senior Brand Director Global Football; Global Brand Director Tennis | Not specified | Multi-category brand leadership across sport verticals |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Women’s Sport Foundation | Governance Committee Chair | Not specified | Chaired governance committee |
| Women of Nike | Co-founder (employee group) | Not specified | Employee resource group leadership |
| Advisory boards (start-ups) | Advisor | Not specified | Several advisory boards in services/technology sectors |
Board Governance
- Committee assignments: Chair, Compensation Committee; not listed as a member of Audit, Nominating & Corporate Governance, or Risk .
- Independence: Board affirmed Andrea Perez is independent under NYSE rules .
- Lead Independent Director: David Wells .
- Attendance: In 2024, Board met 5 times; Audit/Compensation/Risk committees each met 4 times; each director attended at least 75% of meetings of the Board and committees on which they served; all directors attended the 2024 annual meeting .
- Controlled company: Hims & Hers is a NYSE “controlled company” (CEO holds >50% voting power), yet maintains majority independent board and independent Audit and Compensation Committees .
- Compensation Committee practices: Meets at least quarterly; regularly holds executive sessions; retains independent consultant (Compensia); assessed as independent with no conflicts of interest .
| Body | Meetings in 2024 | Attendance |
|---|---|---|
| Board | 5 | Each director ≥75% attendance |
| Audit Committee | 4 | Each director ≥75% attendance |
| Compensation Committee | 4 | Each director ≥75% attendance |
| Risk Committee | 4 | Each director ≥75% attendance |
Fixed Compensation
| Component (2024 program) | Amount (USD) | Notes |
|---|---|---|
| Board Member annual cash retainer | $40,000 | Standard director retainer |
| Compensation Committee Chair fee | $15,000 | Chair premium |
| Total cash fees earned by Andrea Perez (2024) | $55,000 | Sum of board retainer + chair fee |
Performance Compensation
| Component | 2024 Grant Value (USD) | Instrument | Vesting Terms |
|---|---|---|---|
| Annual director equity award to Andrea Perez | $159,357 | RSUs | Annual RSUs vest in full at next annual meeting or 12 months from grant, whichever earlier; change-in-control accelerates vesting |
- Director equity program levels were increased in Feb 2024: Initial Equity Award from $350,000 to $400,000; Annual Equity Award from $175,000 to $200,000 (share counts derived via 60-trading-day average price) .
- No options or performance-conditioned equity for directors disclosed; director awards are time-based RSUs .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in Hims & Hers proxy biography |
| Compensation committee interlocks | None of 2024 Compensation Committee members (including Andrea Perez) served on boards where Hims executives sat on their compensation committees |
Expertise & Qualifications
- Brand/Marketing and DTC/digital commerce; operations leadership; public company board experience via Hims & Hers .
- International and consumer technology exposure through Sony/Nike roles .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Class A) | 82,666 shares | <1% of Class A; breakdown below |
| Direct/indirect Class A owned | 72,731 shares | As of Apr 16, 2025 |
| RSUs (may vest within 60 days) | 9,935 shares | Included in beneficial ownership per SEC rules |
| Ownership % of Class A | <1% | As reported in proxy table |
| Stock ownership guidelines | 5x annual cash retainer for directors; compliance reported for all subject individuals as of Dec 31, 2024 | |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy |
Governance Assessment
- Strengths: Independent director; chairs a fully independent Compensation Committee; regular executive sessions; use of independent consultant (Compensia) with no conflicts; adherence to stock ownership guidelines; robust insider trading policy prohibiting hedging and pledging .
- Signals: 2024 say-on-pay support was strong (see table below), indicating investor alignment with compensation governance .
- Watch items: Controlled company structure with combined CEO/Chair concentrates voting power; requires continued emphasis on independent oversight, director engagement, and transparent pay practices . Environment includes a disclosed related-party transaction (COO spouse’s company Vouched; $4.1M in 2024) overseen by the Audit Committee—no disclosure implicates Perez, but vigilance on related-party reviews is prudent .
- Change-in-control terms: Director RSUs fully accelerate upon a change in control; common but reduces retention leverage post-transaction .
| 2024 Annual Meeting – Advisory Vote on Executive Compensation (Say-on-Pay) | Votes |
|---|---|
| For | 1,517,206,862 |
| Against | 42,457,770 |
| Abstentions | 671,873 |
| Broker non-votes | 39,080,043 |
No family relationships disclosed among directors/executives; code of conduct and related-party policy in place; Audit Committee reviews related-party transactions .
RED FLAGS
- Controlled company status (88%+ total voting power held by CEO via Class V weighted votes) elevates governance risk; continued reliance on independent committees and lead independent director is critical .
- Change-in-control acceleration of director RSUs can be shareholder-sensitive; ensure board rationale and overall alignment remain strong .
Attendance and Engagement
- 2024: Board met 5 times; each committee met 4 times; each director attended at least 75% of meetings; all directors attended the 2024 annual meeting .
References
- Director biography, age, education, committee chair role:
- Independence determination and controlled company status:
- Lead Independent Director:
- Board/committee meetings and attendance:
- Compensation Committee charter/practices and consultant independence:
- Director compensation structure and Andrea Perez’s 2024 compensation:
- Equity ownership table and breakdown:
- Stock ownership guidelines and compliance; Insider Trading Policy hedging/pledging prohibitions:
- Audit Committee oversight of related-party transactions; related-party transaction disclosure (Vouched):
- Say-on-pay 2024 vote results (Item 5.07 8-K):