David Wells
Hims & Hers HealthAbout David Wells
David Wells is Hims & Hers’ Lead Independent Director, Audit Committee Chair, and a member of the Nominating & Corporate Governance and Risk Committees; he has served on the Board since the consummation of the Business Combination and previously served on the board of Hims, Inc. from Sep 2020–Jan 2021 . He is 53, an audit committee financial expert, and the former CFO of Netflix (2010–2019); he holds a B.S. in Commerce & English (University of Virginia) and an M.B.S./M.P.P., magna cum laude (University of Chicago) . The Board has determined Wells is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Netflix, Inc. | Chief Financial Officer; Head of FP&A; led EU operations build-up (Netherlands) | CFO Dec 2010–Jan 2019; EU 2015–2017 | Public company CFO; financial reporting leadership and international expansion experience |
| Hims, Inc. | Director | Sep 2020–Jan 2021 | Pre-Business Combination board service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Trade Desk, Inc. | Director; Audit Committee Chair; Compensation Committee member | Since 2015 | Audit leadership; compensation oversight |
| Wise PLC | Chair of the Board (formerly Senior Independent Director) | Since 2019 | Audit & Risk and Remuneration (Compensation) Committees |
Board Governance
- Current roles: Lead Independent Director; Audit Committee Chair; member, Nominating & Corporate Governance; member, Risk Committee .
- Independence and expertise: Board determined Wells is independent; qualifies as audit committee financial expert and financially literate under SEC/NYSE standards .
- Attendance: In 2024, Board met 5 times; Audit/Compensation/Risk met 4 times each; every director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Committee mandates (selected): Audit oversees financials, controls, auditor engagement, cybersecurity, and related person transactions; meets at least quarterly with regular executive sessions . Risk oversees enterprise risk management and strategic growth opportunity risk; meets at least twice per year . Nominating & Corporate Governance (formed April 2025) oversees governance guidelines, director selection, succession planning, and evaluations; members include the CEO (Chair), Payne, and Wells .
- Board leadership: Combined CEO/Chair; Lead Independent Director role used to facilitate independent oversight—Wells currently serves as Lead Independent Director .
- Controlled company: Hims is a controlled company under NYSE rules due to CEO voting power; may rely on certain governance exemptions, though Board currently has a majority of independent directors and independent audit/comp committees .
Fixed Compensation
| Component | Policy Details | 2024 Amounts (Wells) |
|---|---|---|
| Annual cash retainers | Board Member $40,000; Lead Independent $20,000; Audit Chair $20,000; Committee Member: Audit $10,000; Compensation $7,500; Nominating $4,000; Risk $4,000 | Fees Earned or Paid in Cash: $84,000 |
| Equity awards (RSUs) | Initial RSU grant value $400,000 (increased Feb 2024 from $350k); Annual RSU grant $200,000 (increased Feb 2024 from $175k); shares derived from 60‑day average price; Annual RSUs vest at next annual meeting or 12 months; both Initial and Annual RSUs fully vest upon change-in-control | Stock Awards: $159,357 (aggregate grant date fair value in 2024) |
| Other | Reimbursement of reasonable Board/committee meeting expenses | — |
Performance Compensation
Directors receive time-based RSUs; no disclosed performance metrics for director equity awards. RSUs vest on service-based schedules; change-in-control accelerates vesting .
| Award Type | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSUs (Wells) | 2024 | $159,357 (ASC 718 fair value) | Standard annual director vesting to next AGM or 12 months | As of 12/31/2024, Wells had 9,935 RSUs outstanding |
| RSU grant (Form 4) | 08/06/2025 | 3,656 RSUs | Earlier of 2026 annual meeting or 06/15/2026 | Routine director grant; $0 per-unit price; direct beneficial ownership |
Other Directorships & Interlocks
| Company | Sector | Role | Committee Roles | Potential Interlock/Conflict Notes |
|---|---|---|---|---|
| The Trade Desk, Inc. | Ad-tech | Director | Audit Chair; Compensation member | No HIMS customer/supplier linkage disclosed; no related-party transactions disclosed involving Wells |
| Wise PLC | Fintech/money transfer | Chair of the Board | Audit & Risk; Remuneration | No HIMS customer/supplier linkage disclosed; no related-party transactions disclosed involving Wells |
Expertise & Qualifications
- Audit/finance: Public company CFO; audit committee chair; designated audit committee financial expert .
- International operations: Led Netflix’s EU build-up (2015–2017, Netherlands) .
- Public company board experience: TTD since 2015; Wise PLC since 2019 .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class A | RSUs Outstanding | Notes |
|---|---|---|---|---|
| David Wells | 176,017 | <1% | 9,935 (as of 12/31/2024) | Beneficial ownership table as of 04/16/2025; Class A shares outstanding 215,287,617 |
| Stock ownership guidelines | Directors required to hold 5x annual cash retainer; 5-year compliance window; includes vested/unvested RSUs; as of 12/31/2024, all subject individuals were in compliance | — | — | Hedging prohibited for directors under Insider Trading Policy |
Insider Trades (Section 16)
| Date | Type | Security | Shares | Price | Notes |
|---|---|---|---|---|---|
| 11/13/2024 | Sale | Class A Common Stock | 40,000 | $29.99 | Reported sale; post-transaction holdings 156,036 shares (3rd-party summary) |
| 06/06/2024 | RSU vesting | RSUs | — | — | Annual director RSUs vested on the 2024 AGM date |
| 06/12/2025 (filed 06/16/2025) | Form 4 filed | — | — | — | Filing reference only; see SEC index page |
| 08/06/2025 (filed 08/08/2025) | RSU grant | RSUs | 3,656 | $0 | Service-based RSU grant; vests by earlier of 2026 AGM or 06/15/2026 |
Fixed Compensation (2024 – Detail for Wells)
| Metric | Value ($) |
|---|---|
| Fees Earned or Paid in Cash | 84,000 |
| Stock Awards (ASC 718 fair value) | 159,357 |
| Total | 243,357 |
Director Compensation Program Parameters
| Role/Committee | Annual Cash Retainer ($) |
|---|---|
| Board Member | 40,000 |
| Lead Independent Director | 20,000 |
| Audit Committee Chair | 20,000 |
| Compensation Committee Chair | 15,000 |
| Nominating & Corporate Governance Committee Chair | 8,000 |
| Risk Committee Chair | 8,000 |
| Audit Committee Member | 10,000 |
| Compensation Committee Member | 7,500 |
| Nominating & Corporate Governance Committee Member | 4,000 |
| Risk Committee Member | 4,000 |
| Initial Equity Award (RSUs) | $400,000 (since Feb 2024) |
| Annual Equity Award (RSUs) | $200,000 (since Feb 2024) |
| Change-in-control treatment | Initial & Annual RSUs vest in full upon change-in-control |
Governance Assessment
- Board effectiveness and engagement: Wells’ combined roles as Lead Independent Director and Audit Chair, plus audit committee financial expert designation and regular executive sessions, support robust oversight of financial reporting, controls, cybersecurity, and related-party review . Attendance thresholds were met in 2024, indicating adequate engagement .
- Alignment and incentives: Director pay mix favors equity (service-based RSUs with AGM-linked vesting), and stock ownership guidelines require meaningful holdings (5x annual retainer); company prohibits director hedging; as of 12/31/2024, subjects were in compliance—positive alignment signal . Change-in-control acceleration applies to director RSUs—standard, but investors should note the potential for accelerated vesting .
- Other boards and potential conflicts: External roles at The Trade Desk and Wise PLC expand financial and risk expertise; no related-person transactions involving Wells are disclosed; audit committee oversees such matters . No customer/supplier interlocks with Hims disclosed in the proxy.
- Structural risks and mitigants:
- Controlled company status reduces certain NYSE governance requirements; CEO also chairs the newly formed Nominating & Corporate Governance Committee—a potential independence concern in director selection and succession planning processes .
- Mitigants include majority-independent board, independent audit and compensation committees, and Wells’ Lead Independent Director role to facilitate independent deliberations .
- Insider trading signals: A 40,000‑share sale in Nov 2024 and routine RSU grants in 2025 appear consistent with standard director activity; absence of hedging is required; continued ownership and compliance with guidelines support alignment .
RED FLAGS
- Controlled company governance exemptions and CEO chairing the Nominating & Corporate Governance Committee can concentrate influence over board composition and succession—monitor committee independence practices and evaluation disclosures .
- Change-in-control acceleration for director RSUs is standard but can weaken long-term retention in a transaction scenario—note terms in the event of strategic activity .