Christopher Payne
Hims & Hers HealthAbout Christopher Payne
Christopher Payne (age 56) is an independent director of Hims & Hers Health, Inc. (HIMS), appointed in March 2024. He serves as Chair of the Board’s Risk Committee and is a member of the Compensation Committee and the Nominating & Corporate Governance Committee. Payne has extensive operational leadership experience across consumer technology, marketplaces, and fintech, including senior roles at DoorDash, eBay, Tinder, Microsoft, and Amazon, and holds a B.A. in U.S. History from Dartmouth College . The Board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DoorDash, Inc. | President & Chief Operating Officer | Jan 2016–Mar 2023 | Led marketplace operations and scaling; currently strategic advisor |
| Tinder, Inc. | Chief Executive Officer | Mar–Sep 2015 | CEO leadership for consumer app |
| eBay Inc. | SVP, North American Marketplaces | Sep 2010–Dec 2014 | Oversaw marketplace operations |
| Positronic, Inc. | Founder & Chief Executive Officer | Jul 2007–Dec 2008 | Company acquired by eBay |
| Microsoft; Amazon | Various management roles | 1998–2007 | Senior operational roles in tech |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Robinhood Markets, Inc. | Director | Since Dec 2024 | Audit Committee member |
| Gogo Inc. | Director | Since 2014 | Nominating & Corporate Governance Committee member |
| Rue La La | Director | Jul 2011–Oct 2013 | Board service at private company |
| DoorDash, Inc. | Strategic Advisor | Current | Advisory to management |
Board Governance
- Committee assignments: Chair, Risk Committee; Member, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Board determined Payne is independent under NYSE rules; Board maintains majority independent despite “controlled company” status under NYSE .
- Attendance and engagement: In 2024, Board met 5 times; Audit, Compensation, and Risk Committees met 4 times each. Each director attended at least 75% of Board and committee meetings on which they served; all directors attended the 2024 annual meeting .
- Lead Independent Director: David Wells serves as Lead Independent Director, facilitating agendas and executive sessions; Audit Committee chaired by Wells, Compensation chaired by Andrea Perez, Risk chaired by Payne .
- Controlled company context: HIMS is a controlled company due to CEO Andrew Dudum’s voting control; while exemptions are permitted, audit and compensation committees are fully independent and conduct annual evaluations .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Cash Fees (paid) | $42,008 | Fees include Board and committee retainers, pro-rated for 2024 service starting March 2024 |
| Standard Board Retainer Schedule (as of Apr 2024) | See below | Board: $40,000; Lead Independent: $20,000; Committee Chairs: Audit $20,000, Compensation $15,000, Nominating & Corporate Governance $8,000, Risk $8,000; Committee Members: Audit $10,000, Compensation $7,500, Nominating & Corporate Governance $4,000, Risk $4,000 |
The standard schedule is company-wide; Payne’s actual cash in 2024 reflects pro-ration and committee timing .
Performance Compensation
| Component | Grant Value | Vesting | Notes |
|---|---|---|---|
| 2024 Stock Awards (RSUs) | $525,315 | Initial Equity Award vests one-third annually over 3 years; Annual Equity Award vests fully by next AGM or 12 months, whichever earlier | |
| Director Equity Policy (as of Feb 2024) | Initial: $400,000; Annual: $200,000 | As above | Company determines share count using 60-trading-day average price prior to grant date |
- Performance metrics tied to director compensation: None disclosed; director equity is time-based RSUs (no PSUs/options for directors in 2024) .
Other Directorships & Interlocks
| Company | Category | Relationship to HIMS | Potential Interlock/Conflict |
|---|---|---|---|
| Robinhood Markets, Inc. | Public, fintech brokerage | No disclosed transactions with HIMS | No related-party or business dealings disclosed |
| Gogo Inc. | Public, in‑flight connectivity | No disclosed transactions with HIMS | No related-party or business dealings disclosed |
Compensation Committee Interlocks: None—members (Perez, Payne; Bard in early 2024) did not serve on boards or compensation committees of entities with HIMS executives serving reciprocally .
Expertise & Qualifications
- Core experience: Operations, scaling marketplaces, consumer technology, public company management, and board governance .
- Skills matrix signals: Operations, public company board, brand/marketing, DTC/digital commerce .
- Education: B.A., Dartmouth College (U.S. History) .
Equity Ownership
| Item | Value | Detail |
|---|---|---|
| Beneficial Ownership (Class A) | 129,975 shares | Includes 110,000 shares held by trusts; plus 19,975 RSUs vesting within 60 days |
| Ownership % of Common | <1% | As reported in Security Ownership table |
| RSUs Outstanding (12/31/2024) | 40,055 RSUs | Director RSUs outstanding at year-end |
| Hedging/Pledging | Prohibited | Insider Trading Policy bans hedging and pledging; margin accounts also prohibited |
| Stock Ownership Guidelines | 5x annual cash retainer for directors; 5-year compliance window | As of 12/31/2024, all individuals subject to guidelines were in compliance |
Governance Assessment
- Board effectiveness: Payne’s operational depth and marketplace expertise, plus chairing the Risk Committee, strengthen board oversight of enterprise risk, category expansion, and innovation. Independent status and committee leadership support investor confidence in risk and compensation governance .
- Independence and conflicts: Board determination of independence; no related-party transactions involving Payne disclosed; audit committee oversees related-party processes. No hedging/pledging, and director ownership guidelines in place and in compliance—positive alignment signals .
- Engagement: 2024 meeting cadence and ≥75% attendance threshold met by all directors, with executive sessions noted for key committees—adequate engagement and oversight .
- Compensation alignment: Director pay primarily equity-based RSUs with time‑based vesting, plus standard cash retainers; no performance pay for directors, minimizing pay-for-performance risk at board level. Equity award values increased in 2024, but within disclosed policy framework .
Red Flags
- Controlled company structure concentrates voting power with CEO, though committees remain independent; investors should monitor continued independence and committee rigor .
- No specific red flags tied to Payne (no related-party transactions, hedging/pledging bans in effect, ownership guideline compliance) .