Delos Cosgrove
Hims & Hers HealthAbout Delos Cosgrove
Delos “Toby” Cosgrove, M.D. (age 84) is an independent director of Hims & Hers Health, Inc. He joined the Hims board in September 2020 after serving as a board observer since October 2019. He is the former President & CEO of Cleveland Clinic (2004–2017) and currently serves as Executive Advisor to Cleveland Clinic (since December 2017). He holds a B.A. in Biology from Williams College and an M.D. from the University of Virginia School of Medicine; he also served as Chief of USAF Casualty Staging Flight in Da Nang, Vietnam, and as a surgeon at Hamilton AFB. The Hims board affirms his independence under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cleveland Clinic | President & Chief Executive Officer | Jan 2004 – Dec 2017 | Led a top global health system; extensive healthcare operations leadership |
| Cleveland Clinic | Executive Advisor | Dec 2017 – Present | Ongoing strategic advisory role |
| United States Air Force | Chief, Casualty Staging Flight (Da Nang); Surgeon (Hamilton AFB) | Not disclosed | Military medical leadership and clinical practice |
| Hims & Hers (Hims, Inc.) | Board Observer | Oct 2019 – Sep 2020 | Pre-board governance engagement ahead of public listing |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| American Well Corp. (Amwell) | Director | 2019 – Present | Telemedicine company (industry adjacency to Hims) |
| View, Inc. | Director | Mar 2021 – Aug 2024 | Smart glass manufacturer |
| Several privately held companies | Director | Not disclosed | Various private boards |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director per NYSE standards (affirmed by the Board) |
| Board structure | Combined CEO/Chair (Andrew Dudum); Lead Independent Director is David Wells |
| Committees | Not listed as a member of Audit, Compensation, Nominating & Corporate Governance, or Risk Committees |
| Attendance | Board met 5 times in 2024; each director attended at least 75% of Board/committee meetings on which they served |
| Controlled company | Hims qualifies as an NYSE “controlled company,” though it maintains majority independent directors and fully independent Audit and Compensation Committees |
Fixed Compensation
| Component (Director Program) | Amount/Policy | Notes |
|---|---|---|
| Annual Board retainer (cash) | $40,000 | Cosgrove received this in 2024 |
| Committee chair fees | $8,000–$20,000 (by committee) | Not applicable to Cosgrove in 2024 (no chair roles) |
| Committee member fees | $4,000–$10,000 (by committee) | Not applicable to Cosgrove in 2024 (not listed on committees) |
| Lead Independent Director | $20,000 | Held by David Wells, not Cosgrove |
| 2024 Director Cash Compensation (Cosgrove) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $40,000 |
Performance Compensation
| Equity Element (Director Program) | Policy/Detail | 2024 Grant Value (Cosgrove) |
|---|---|---|
| Initial Equity Award (new directors) | $400,000 value; vests over 3 years, 1/3 annually (policy updated Feb 2024) | Not applicable (Cosgrove joined earlier) |
| Annual Equity Award | $200,000 value; vests in full by next annual meeting or 12 months | $159,357 grant date fair value recognized for 2024 awards (reflecting timing/proration) |
| Change in control vesting | Director RSUs vest in full upon change in control (program feature) | Program feature |
Vesting schedules for director RSUs follow board policy; there are no performance (PSU) metrics tied to non-employee director equity, and Cosgrove’s 2024 equity is time-vested RSUs (i.e., no performance conditions).
Other Directorships & Interlocks
| Topic | Status |
|---|---|
| Current public boards | Amwell (since 2019) |
| Prior public boards | View, Inc. (Mar 2021 – Aug 2024) |
| Compensation committee interlocks | Hims discloses no comp committee interlocks for its compensation committee members; Cosgrove is not on the compensation committee |
| Potential interlocks/conflicts | Industry adjacency: Hims (DTC telehealth/virtual care) and Amwell (telemedicine). No related-party transactions disclosed with Cosgrove; any perceived competitive overlap should be monitored by the Board’s conflicts process. |
Expertise & Qualifications
- Healthcare CEO/operator: Led Cleveland Clinic for 13 years; deep healthcare operations and clinical background .
- Skills matrix flags for: C-Suite/Strategic Leadership, Healthcare Industry, Medical Expertise, Public Company Board Experience, International Experience (as indicated in Hims skills matrix) .
- Education: B.A. (Williams College); M.D. (University of Virginia) .
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Total beneficial ownership (Class A) | 154,935 shares (<1% of Class A) |
| Composition | 54,404 shares held directly; 9,935 RSUs vesting within 60 days; 90,596 options exercisable within 60 days |
| Ownership guidelines | Non-employee directors: 5x annual cash retainer; compliance required within 5 years; as of 12/31/2024, all subject individuals were in compliance |
| Hedging/pledging | Prohibited by Company policy (derivatives/hedging and pledging/margin accounts) |
Director Compensation (Cosgrove) – 2024
| Component | Amount |
|---|---|
| Cash fees | $40,000 |
| Stock awards (RSUs) – grant date fair value | $159,357 |
| Options outstanding (as of 12/31/2024) | 90,596 options |
| RSUs outstanding (as of 12/31/2024) | 9,935 RSUs |
| Total 2024 director comp | $199,357 |
Board Governance Assessment
-
Positives
- Independent director with strong healthcare operating and clinical credentials; prior health system CEO experience is directly relevant to Hims’ care delivery model .
- Attendance: Company reports all directors met the ≥75% attendance threshold in 2024; Board met five times, indicating baseline engagement .
- Ownership alignment: Holds shares/options/RSUs and is subject to 5x retainer ownership guideline; the Company reports all covered individuals were in compliance as of year-end 2024 .
- No related-party transactions disclosed involving Cosgrove; Audit Committee oversees RPT policy .
-
Watch items / potential investor concerns
- No current committee assignments reduce direct involvement in key oversight areas (Audit, Compensation, Nominating, Risk), which may limit his influence on board controls and risk oversight compared to committee-active peers .
- Industry adjacency: Concurrent service on Amwell’s board (telemedicine) alongside Hims’ DTC telehealth platform could present perceived competitive sensitivities; while no related-party dealings are disclosed, continued monitoring of information-sharing safeguards and recusals is prudent .
- Controlled company structure concentrates voting power with the CEO/Chair; while Hims maintains independent committees and a Lead Independent Director, investors often scrutinize independent director voice in such structures .
RED FLAGS to monitor: potential competitive sensitivities with Amwell directorship (perception risk) ; absence of committee roles for Cosgrove (reduced formal oversight touchpoints) . No hedging/pledging permitted by policy (mitigates alignment risk) . No related-party transactions disclosed for Cosgrove .