Andrew Dudum
Hims & Hers HealthAbout Andrew Dudum
Andrew Dudum (age 36) is co-founder, Chief Executive Officer, Director, and Chairman of Hims & Hers. He has served as CEO and director of Hims, Inc. since September 2016, and became CEO and Chairman of Hims & Hers upon the business combination that took the company public in January 2021. He holds a B.A. in Management and Economics from the Wharton School at the University of Pennsylvania and previously co-founded startup studio Atomic Labs (2013–), where he helped launch companies including Bungalow, Homebound, TalkIQ, and Terminal . Under his leadership, FY2024 revenue reached $1.5B (+69% YoY), Adjusted EBITDA rose to $176.9M (from $49.5M in FY2023), and net income turned positive at $126.0M (from a $23.5M loss in FY2023) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hims, Inc. / Hims & Hers Health, Inc. | Co-founder; CEO & Director; Chairman (post-business combination) | 2016–present (CEO since Sep 2016; public-company CEO & Chair since 2021) | Scaled DTC telehealth platform; FY2024 revenue $1.5B and positive net income |
| Atomic Labs, LLC | Co-founder (startup studio & fund) | 2013–present | Co-founded >12 companies (e.g., Bungalow, Homebound, TalkIQ, Terminal) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cherubic Ventures | Angel investor/advisor | n/a | Active advisor/investor to early-stage firms |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 600,000 | 612,040 | 572,917 (reflects parental leave) |
| Target Bonus (% of base) | Not disclosed | 100% | 100% |
| Actual Bonus Paid ($) | 1,092,329 | 1,200,000 | 1,144,998 |
| Perquisites/Other ($) | 3,000 | 167,600 | 183,000 (includes $180,000 home security) |
Notes:
- Annual incentive plan metrics are net revenue and Adjusted EBITDA; 2024 achievement ≥112% of revenue target and ≥153% of Adjusted EBITDA target led to 200% of target bonus for plan participants. The proxy states the CEO “received $1,250,000,” but the Summary Compensation Table shows $1,144,998 paid; we rely on the SCT figure for accuracy .
Performance Compensation
- Annual Incentive (Cash)
- Metrics: Net Revenue; Adjusted EBITDA
- Structure: Target opportunity = 100% of base salary (CEO); payout range 50%–200% of target based on corporate performance
- 2024 Achievement: ≥112% of revenue target and ≥153% of Adjusted EBITDA target → payout 200% of target
| Metric | Weighting | 2024 Target | 2024 Actual | Payout | Vesting/Payment Timing |
|---|---|---|---|---|---|
| Net Revenue | Not disclosed | Not disclosed | ≥112% of target | 200% of target overall plan payout | Cash, paid within ~2.5 months after FY-end upon committee certification |
| Adjusted EBITDA | Not disclosed | Not disclosed | ≥153% of target | 200% of target overall plan payout | Cash, same as above |
- Long-Term Incentives (Equity)
- 2024 Awards: 70% RSUs (time-vested) + 30% PRSUs (performance-vested on 3-year revenue and Adjusted EBITDA goals through FY2026)
- Vesting: RSUs vest quarterly on Company Quarterly Vesting Dates (Mar 15, Jun 15, Sep 15, Dec 15) starting after Mar 15, 2024; PRSUs vest at end of FY2026 if goals met (0–200%)
- Options: No options granted in 2024
| 2024 Grants | Grant date | Shares/Units | Grant-date FV ($) | Vesting |
|---|---|---|---|---|
| RSU | 2/28/2024 | 1,192,477 | 15,895,718 | Quarterly over 4 years on Mar 15, Jun 15, Sep 15, Dec 15 beginning after 3/15/2024 |
| PRSU (target) | 2/28/2024 | 511,061 | 6,812,443 | Cliff at FY2026-end, based on revenue & Adjusted EBITDA; 0–200% payout |
- Post-year-end developments: In Feb 2025, stock-price hurdles were met (threshold $38.31), causing vesting of performance-vesting options granted in June 2020 and RSUs granted Jan 2021; Mr. Dudum acquired 1,623,069 options and 161,928 shares. In Mar 2025, he received new time-vesting RSUs and performance-vesting stock options; the Company also enhanced his security benefits in early 2025 .
Equity Ownership & Alignment
| Holding (as of 4/16/2025) | Amount | Notes |
|---|---|---|
| Class A Common Stock | 16,424,210 (7.42%) | Includes 92,103 directly held; 10,135,641 held by trusts; 164,368 RS awards vesting within 60 days; 6,032,098 options exercisable within 60 days |
| Class V Common Stock | 8,377,623 (100%) | 175 votes per share; convertible 1:1 into Class A |
| % Total Voting Power | 88.17% | Reflects super-voting Class V |
| Options (exercisable within 60 days) | 6,032,098 | Multiple grants; key tranches shown below |
| RS/RSU vesting within 60 days | 164,368 | Short-term potential share issuance cadence |
Selected outstanding awards at 12/31/2024 (market price used for table valuations = $24.18):
- Options:
- 6/17/2020: 1,564,735 exercisable @ $2.43 (exp. 6/16/2030); separate 1,623,069 performance-vesting options @ $2.43; plus 187,015 exercisable @ $2.43
- 12/23/2020: 584,797 exercisable @ $9.41 (exp. 12/22/2030)
- 2/24/2022: 738,664 exercisable / 304,156 unexercisable @ $5.01 (exp. 2/23/2032); plus 2,085,640 performance options @ $5.01
- 3/1/2023: 93,826 exercisable / 120,635 unexercisable @ $11.53 (exp. 2/28/2033)
- RSUs/PRSUs (unvested):
- 12/23/2020: 18,289 RS; 1/20/2021: 5,473 RS; 3/29/2021: 7,330 RS
- 2/24/2022: 176,210 RS
- 3/1/2023: 319,019 RS; 397,001 PRSU target equivalents
- 2/28/2024: 968,888 RS; 511,061 PRSU target equivalents
Alignment policies and restrictions:
- Stock ownership guidelines: CEO required to hold ≥5× base salary; as of 12/31/2024 all individuals subject to guidelines were in compliance .
- Hedging/pledging: Prohibited for employees and directors (no hedging or pledging of Company securities) .
- Derivatives: Short-term trading in derivatives is prohibited; compensatory equity awards excluded from the ban .
Vesting/supply watch-outs (trading signal context):
- Quarterly RSU vest dates (Mar 15, Jun 15, Sep 15, Dec 15) can create predictable supply from routine vesting and associated tax-related sales. The Feb 2025 trigger led to vesting of 1,623,069 performance options and 161,928 RSUs for Mr. Dudum, increasing potential option exercise-related activity thereafter .
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | Letter agreement effective Jan 21, 2021; at-will employment; base salary, annual incentive eligibility, standard benefits, expense reimbursement |
| CIC/Severance | Separate Change in Control and Severance Agreement; “double-trigger” for CIC benefits; no single-trigger acceleration |
| Clawback | Dodd-Frank/NYSE-compliant clawback for cash and performance equity upon financial restatement; adopted 2023 |
| Non-compete / IP | Subject to Employee Confidential Information and Inventions Assignment Agreement; specific non-compete terms not disclosed; Insider Trading Policy prohibits hedging/pledging |
| Tax gross-ups | No excise tax gross-ups on CIC benefits |
| Ownership Guidelines | CEO 5× salary; 5-year compliance window; in compliance as of 12/31/2024 |
| Perquisites | 2024: $180,000 home security reimbursement for CEO; additional enhanced security in early 2025 |
Potential payments upon termination or change in control (as of 12/31/2024 valuation):
- Involuntary termination not involving CIC (CEO: 12 months; others: 9 months): salary continuation, COBRA premium, pro-rated target bonus, and accelerated vesting during severance period .
| Scenario (No CIC) | Cash ($) | RSU Accel ($) | Option Accel ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| CEO (Mr. Dudum) | 1,250,000 | 18,712,733 | 49,807,192 | 24,344 | 69,794,269 |
- Involuntary termination involving CIC: 12 months of salary, COBRA, pro-rated target bonus, and full acceleration of all unvested equity .
| Scenario (With CIC) | Cash ($) | RSU Accel ($) | Option Accel ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| CEO (Mr. Dudum) | 1,250,000 | 65,941,931 | 51,597,711 | 24,344 | 118,813,986 |
Board Governance
- Roles and structure: The roles of Chairman and CEO are combined; Andrew Dudum is Chairman and CEO. Lead Independent Director (David Wells) is appointed due to the non-independent Chair/CEO structure .
- Controlled company: Hims & Hers qualifies as a “controlled company” on the NYSE because Mr. Dudum controls >50% of voting power (via super-voting Class V shares). The Company may rely on certain governance exemptions but currently maintains a majority-independent board and independent audit and compensation committees .
- Committees and roles:
- Audit: David Wells (Chair), Anja Manuel, Christiane Pendarvis – all independent .
- Compensation: Andrea Perez (Chair), Christopher Payne – all independent; CEO recused from deliberations on his pay .
- Nominating & Corporate Governance: Andrew Dudum (Chair), Christopher Payne, David Wells (formed April 2025) .
- Risk: Christopher Payne (Chair), Deb Autor, Anja Manuel, Kåre Schultz, David Wells .
- Attendance: Board met 5 times in 2024; each director attended ≥75% of Board and committee meetings .
Dual-role implications:
- CEO + Chairman + Chair of Nominating & Corporate Governance concentrates significant authority in the PEO, a potential independence/red-flag consideration. However, a Lead Independent Director structure and majority-independent Board/committees mitigate some governance concerns .
Director Compensation (context for board service)
| Position | Annual cash retainer ($) |
|---|---|
| Board Member | 40,000 |
| Lead Independent Director | 20,000 |
| Audit Chair / Member | 20,000 / 10,000 |
| Compensation Chair / Member | 15,000 / 7,500 |
| Nominating & Corporate Gov. Chair / Member | 8,000 / 4,000 |
| Risk Chair / Member | 8,000 / 4,000 |
| Directors (other than a CEO who is also Board Chair) receive RSUs: Initial award $400,000 (3-year vest), Annual award $200,000 (1-year vest). No CEO director fees apply to Mr. Dudum . |
Compensation Committee Analysis and Peer Group
- Independent compensation committee retained Compensia, Inc. as its advisor; no conflicts identified .
- Philosophy stresses significant at-risk pay, multi-year vesting, double-trigger CIC, clawback, ownership guidelines; prohibits hedging/pledging; no option repricing; no gross-ups .
- 2024 peer group used for market context (not formal benchmarking) included: Alteryx, Apollo Medical, Box, Bumble, CarGurus, Coursera, DigitalOcean, Duolingo, Elastic N.V., EngageSmart, Five9, Jamf Holding, PagerDuty, Privia Health Group, Rapid7, SentinelOne, Smartsheet, Sprinklr, Udemy, Yelp .
Track Record & Performance
| Metric | FY2021 | FY2022 | FY2023 | FY2024 |
|---|---|---|---|---|
| Revenue ($ in thousands) | 271,878 | 526,916 | 872,000 | 1,476,514 |
| Net Income (Loss) ($ in thousands) | (107,659) | (65,678) | (23,546) | 126,038 |
| Adjusted EBITDA ($) | n/a | n/a | 49,500,000 | 176,900,000 |
Pay-versus-performance: The Company identifies Revenue, Adjusted EBITDA, and stock price as key measures linking compensation and performance, and provides PVP disclosures and TSR comparisons vs. the NASDAQ Internet Index in the proxy .
Risk Indicators & Red Flags
- Governance concentration: CEO is also Chairman and chairs Nominating & Governance; mitigated by Lead Independent Director and independent committees .
- Equity supply: Large quarterly RSU vesting cadence and substantial option overhang (including performance options) can create episodic selling/withholding pressure; February 2025 vesting triggers increased exercisable inventory .
- Hedging/pledging: Prohibited—reduces misalignment risk from hedging or collateral pledging .
- Clawback: In place for restatements .
- Perquisites: Elevated CEO security spending (2024–2025) but otherwise de minimis .
Say-on-Pay & Shareholder Feedback
- The Company conducts annual Say-on-Pay votes; specific historical approval percentages not disclosed in the 2025 proxy excerpt .
Investment Implications
- Alignment strong via sizable equity and super-voting control (88% voting power), ownership guidelines, and prohibitions on hedging/pledging. However, governance concentration (CEO/Chair/Committee Chair) is a notable independence concern typical of “controlled company” structures .
- Performance-pay linkage is clear: cash incentives tied to revenue and Adjusted EBITDA (200% payout in 2024), and multi-year PRSUs on the same metrics through 2026; this can amplify upside for shareholders if growth continues, but also raises dilution/overhang considerations given large equity grants .
- Near-term trading signals: Quarterly RSU vest dates (Mar/Jun/Sep/Dec) and the February 2025 price-triggered vesting of 1.62M performance options plus 161.9k RSUs for the CEO increase potential sell/exercise-related flows. Monitoring Form 4 activity and upcoming vest dates is prudent for timing risk around liquidity events .
- Retention/CIC: Double-trigger protection with full equity acceleration upon CIC + termination reduces transaction-related retention risk and could align management with strategic alternatives, though it elevates potential CIC cost to shareholders .