Kåre Schultz
Hims & Hers HealthAbout Kåre Schultz
Kåre Schultz (age 63) joined the Hims & Hers Board in July 2024 and is an independent director serving on the Risk Committee. He is the former CEO of Teva Pharmaceutical Industries (2017–Jan 2023) and H. Lundbeck A/S (2015–Oct 2017), with nearly three decades at Novo Nordisk in senior operating roles; he holds a master’s degree in Economics from the University of Copenhagen . His background spans global pharmaceutical leadership, large-scale operations, compliance, and financial acumen, with current external board leadership at Azelis Holding S.A. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Teva Pharmaceutical Industries Ltd. | Chief Executive Officer and Director | Nov 2017 – Jan 2023 | Led turnaround and compliance emphasis across global operations |
| H. Lundbeck A/S | President & Chief Executive Officer | 2015 – Oct 2017 | Led strategic transformation and operational execution |
| Novo Nordisk | COO; VP Product Supply; Director Product Planning & Customer Services | ~30 years (multiple roles) | Modernized biologics manufacturing; led US/China expansion |
| McKinsey; Andersen Consulting | Consultant | Not disclosed | Strategy and operations experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Azelis Holding S.A. | Director, Board Chair & Audit Committee Member | Since Jun 2024 | Governance and audit oversight at specialty chemical supplier |
| International Flavors & Fragrances (IFF) | Director | Feb 2021 – Mar 2023 | Board service at global ingredients and biosciences company |
Board Governance
- Committee assignments: Member, Risk Committee; the risk committee oversees enterprise risk management, strategic growth opportunities (categories, international, technology, M&A), and associated regulatory, financial, compliance, operational, legal and reputational risks .
- Independence: The Board affirmed Schultz is “independent” under NYSE rules; Hims & Hers is a controlled company but maintains majority-independent Board and fully independent Audit and Compensation Committees .
- Attendance and engagement: In 2024 the Board met 5 times; Audit, Compensation, and Risk each met 4 times; every director attended at least 75% of meetings of the Board and the committees on which they served .
- Board leadership: CEO Andrew Dudum is Chair; David Wells serves as Lead Independent Director with responsibilities for agendas and executive sessions .
- Committee practices: Audit and Compensation meet regularly in executive session; Audit reviews related party transactions, financial reporting, internal controls, cybersecurity, and auditor oversight .
Fixed Compensation
| Position | Annual Cash Retainer ($) |
|---|---|
| Board Member | 40,000 |
| Lead Independent Director | 20,000 |
| Non-Executive Chair of the Board | 30,000 (role currently not used) |
| Audit Committee Chair | 20,000 |
| Compensation Committee Chair | 15,000 |
| Nominating & Corporate Governance Committee Chair | 8,000 |
| Risk Committee Chair | 8,000 |
| Audit Committee Member | 10,000 |
| Compensation Committee Member | 7,500 |
| Nominating & Corporate Governance Committee Member | 4,000 |
| Risk Committee Member | 4,000 |
| 2024 Director Compensation (HIMS) | Cash Fees ($) | Stock Awards Fair Value ($) | Total ($) | Mix (Cash/Stock) |
|---|---|---|---|---|
| Kåre Schultz | 18,772 | 464,968 | 483,740 | 4% / 96% |
Notes
- Program terms: Initial RSU award value increased to $400,000 in Feb 2024; Annual RSU award increased to $200,000 (pro-rated for mid-year joiners). Awards determined by a 60-day average stock price; both Initial and Annual RSUs fully accelerate upon change in control .
- Schultz joined July 2024 and received an Initial RSU and pro-rated Annual RSU under the program .
Performance Compensation
| Equity Award Type | Value/Size | Vesting Schedule | Performance Metrics | Change-in-Control Treatment |
|---|---|---|---|---|
| Initial RSU (Director) | $400,000 program value (for directors; Schultz received during 2024) | 1/3 vest annually over 3 years | None (time-based RSUs) | Full acceleration |
| Annual RSU (Director) | $200,000 program value (pro-rated for mid-year joiners) | Vests in full by next annual meeting or 12 months | None (time-based RSUs) | Full acceleration |
| Schultz 2024 Stock Awards | $464,968 fair value | Per Initial + pro-rated Annual terms | None (director awards are time-based) | Full acceleration |
Other Directorships & Interlocks
| Company | Sector Overlap with HIMS | Relationship Risk Noted |
|---|---|---|
| Azelis Holding S.A. (specialty chemicals) | Chemicals; potential indirect supplier universe | No Hims-related transactions disclosed |
| IFF (flavors, fragrances, biosciences) | Ingredients/biosciences; no direct DTC telehealth overlap | No Hims-related transactions disclosed |
Expertise & Qualifications
- Deep pharmaceutical and healthcare industry leadership; extensive operations, compliance, and global market expansion experience (US, China, Middle East, Europe) .
- Financial acumen developed across CEO/COO roles and audit-committee service; governance experience as board chair and audit member at Azelis .
- Strategic risk oversight capabilities aligned with Hims’ Risk Committee mandate covering regulatory, financial, and operational exposures .
Equity Ownership
| Ownership Element | Amount |
|---|---|
| Beneficial ownership (Class A) | 9,118 shares (RSUs that may vest within 60 days), <1% |
| RSUs outstanding (12/31/2024) | 28,988 units |
| Ownership guidelines (non-employee directors) | 5x annual cash retainer; includes unvested RSUs; 5-year compliance window |
| Compliance status (as of 12/31/2024) | All individuals subject to guidelines in compliance |
| Hedging/Pledging | Prohibited by Insider Trading Policy |
Governance Assessment
- Alignment and independence: Schultz is independent, with a compensation mix heavily weighted to equity, reinforcing long-term alignment; Hims is a controlled company but maintains majority-independent Board and independent Audit/Compensation committees, mitigating structural governance risks .
- Committee effectiveness: Risk Committee mandate is broad and includes regulatory and growth strategy risk assessment—well matched to Schultz’s pharma/regulatory background, supporting board effectiveness in Hims’ expansion and compliance-sensitive areas .
- Attendance: All directors met at least 75% attendance in 2024; further, committee cadence was regular (Audit/Comp/Risk each met four times), indicating engaged oversight .
- Compensation practices: Director awards are time-based RSUs with change-in-control acceleration; stock ownership guidelines (5x retainer) and prohibitions on hedging/pledging improve alignment and reduce risk; no tax gross-ups or single-trigger vesting are used in the company’s compensation framework .
- Related-party/Conflict monitoring: Audit Committee oversees related person transactions; recent disclosures list no transactions involving Schultz; this reduces conflict risk despite external roles in adjacent industries .
RED FLAGS
- Controlled company status concentrates voting power with CEO/Chair (Class V shares), which can limit minority shareholder influence; continued reliance on independent committees is important to counterbalance this structure .
- Change-in-control full acceleration of director RSUs is shareholder-sensitive; while common, investors often prefer pro-rata or double-trigger constructs for directors to avoid windfalls .
Mitigants
- Lead Independent Director (David Wells) structure and executive sessions support independent oversight .
- Strict insider trading, hedging, and pledging prohibitions add discipline and alignment .
- Stock ownership guidelines with confirmed compliance build skin-in-the-game for non-employee directors .