Patrick Carroll
Hims & Hers HealthAbout Patrick Carroll
Patrick Carroll, M.D. (age 67) is Hims & Hers Health’s Chief Medical Officer (CMO) and a member of the Board of Directors. He joined the Board in February 2022 and re-joined the CMO role in December 2022 after prior service as CMO from the Business Combination through January 2022 and at Hims, Inc. from June 2019–January 2021 . He holds a B.A. from the College of the Holy Cross and an M.D. from Dartmouth Medical School; he is Board Certified in Family Practice and Adolescent Medicine . Company performance in 2024 included revenue of $1.5B (+69% YoY), net income of $126.0M, and Adjusted EBITDA of $176.9M, reflecting strong growth and cash generation useful for pay-for-performance alignment analysis .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Walgreens | Group VP & Chief Medical Officer | May 2014–June 2019 | Led clinical strategy and operations for a major retail health platform |
| Vida Health | Chief Medical Officer | Feb 2022–Oct 2022 | Virtual care model focused on integrating mental and physical health |
| WHOOP | Chief Medical Officer | Oct 2022–Dec 2022 | Health/fitness wearables; clinical oversight and product health strategy |
| Integrated Care Partners; Hartford HealthCare; Granite Medical Group | Various roles | Not disclosed | Physician leadership across integrated care and medical group operations |
External Roles
No current public-company board roles disclosed for Dr. Carroll beyond Hims & Hers. Prior roles were operating/executive positions rather than external directorships .
Fixed Compensation
Not disclosed for Dr. Carroll in the 2024 Named Executive Officer tables (NEOs are CEO, COO, CFO, CLO, CCO) . Director cash retainer paid to Dr. Carroll for 2024 was $44,000 .
Performance Compensation
Not individually disclosed for Dr. Carroll. Company-wide annual bonus metrics in 2024 were Revenue (60% weight) and Adjusted EBITDA (40%), with payout curves from 50% to 200%; actual results funded at 200% of target given Revenue of $1,477M and Adjusted EBITDA of $177M .
Equity Ownership & Alignment
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (Class A) | 236,117 shares | 209,661 owned + 26,456 RSUs vesting within 60 days |
| Shares outstanding (Class A) | 215,287,617 | As of April 16, 2025 |
| Ownership as % of Class A outstanding | ~0.11% | Computed: 236,117 ÷ 215,287,617; inputs cited |
| RSUs outstanding (director) at 12/31/2024 | 33,222 units | As disclosed in director RSU rollforward |
| Options (exercisable/unexercisable) | Not disclosed for Dr. Carroll | Director Cosgrove holds options; none listed for Dr. Carroll |
| Hedging/Pledging | Prohibited | Insider Trading Policy bans hedging and pledging; margin accounts also prohibited |
| Stock ownership guidelines | In force | Execs: 2.5x salary; non-employee directors: 5x cash retainer. Company reported all covered individuals were in compliance as of 12/31/2024 |
Vesting schedules relevant to Dr. Carroll’s director equity:
- Initial Equity Award: RSUs vest one-third annually over 3 years .
- Annual Equity Award: RSUs vest in full by the next annual meeting or 12 months after grant; accelerate upon change in control .
Employment Terms
No employment letter or Change in Control and Severance Agreement is disclosed for Dr. Carroll; the Company lists such agreements for CEO, COO, CFO, CLO, and CCO only . Company clawback policy (Dodd-Frank 10D-1 compliant) applies to certain officers subject to Section 16 .
Board Governance
- Role: Executive director (CMO) and Board member; not identified as independent .
- Committees: No committee assignments indicated for Dr. Carroll on Audit, Compensation, Nominating & Corporate Governance, or Risk .
- Independence: Board determined independence for eight non-employee directors; Dr. Carroll is not among them .
- Board leadership: CEO serves as Chair; Lead Independent Director is David Wells .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024 .
- Controlled company: Hims & Hers qualifies as an NYSE “controlled company,” permitting governance exemptions; the Board nonetheless maintains independent Audit and Compensation Committees .
Director Compensation (Dr. Carroll)
| Component | 2024 Amount |
|---|---|
| Cash fees | $44,000 |
| Stock awards (RSUs, grant-date fair value) | $159,357 |
Compensation Committee Analysis
- Compensation Committee: Andrea Perez (Chair), Christopher Payne; both independent .
- Consultant: Compensia, engaged by the Compensation Committee; independence assessed with no conflicts .
- Philosophy: Significant at-risk pay, multi-year vesting, double-trigger CIC; no option repricing, no tax gross-ups; formal stock ownership guidelines adopted in 2024 .
Related Party Transactions and Red Flags
- Related-party transactions disclosed involved payments to Vouched (CEO of COO’s spouse); no transactions involving Dr. Carroll were disclosed .
- Hedging/pledging banned .
- Controlled company structure and combined CEO/Chair roles are governance considerations .
Performance & Track Record
- Company execution in 2024: Revenue $1.5B (+69% YoY), Adjusted EBITDA $176.9M, Net Income $126.0M; strong subscriber growth to 2.2M and 79% gross margin underpin operational quality under the clinical leadership umbrella where the CMO oversees provision of care, clinical outcomes, patient safety, and healthcare information systems .
Employment & Contracts (Retention Risk)
- No severance/CIC disclosures for Dr. Carroll; NEOs have double-trigger CIC and structured severance. Lack of a disclosed agreement for the CMO suggests retention terms may be less protective than NEOs, though not determinable from filings .
Performance Compensation (Company Program Context)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Revenue | 60% | $1,200M | $1,477M | 200% of metric |
| Adjusted EBITDA | 40% | $75M | $177M | 200% of metric |
| Total | — | — | — | 200% of total bonus pool |
Equity Vesting Schedules (Program Context)
| Award Type | Vesting |
|---|---|
| Executive RSUs (2024) | Quarterly over 4 years on Mar 15/Jun 15/Sep 15/Dec 15, starting after 3/15/2024 |
| Director Initial RSUs | 1/3 annually over 3 years |
| Director Annual RSUs | Full vest by next annual meeting or 12 months post-grant; accelerate on change in control |
Investment Implications
- Alignment: Dr. Carroll’s beneficial ownership (~0.11% of Class A) is modest, with director RSU grants providing ongoing exposure but limited direct equity alignment versus NEOs; hedging/pledging prohibitions and stock ownership guidelines support alignment .
- Selling pressure: Director RSUs vest on a 12-month cycle and Initial Awards over three years; monitor Form 4s for sell-to-cover activity given low base ownership and recurring vesting .
- Retention/transition risk: No disclosed severance/CIC protections for the CMO could imply lower separation benefits compared with NEOs; continue monitoring Item 5.02 8-Ks for role changes .
- Governance: Executive-director dual role without committee membership mitigates some conflicts, but as a controlled company with combined CEO/Chair, independence and oversight rely heavily on the Lead Independent Director and committee structures .
- Compensation signaling: Company-wide incentive metrics tied to Revenue and Adjusted EBITDA with 200% pool funding in 2024 indicate strong performance orientation; director equity design is standard and change-in-control protective, not suggestive of undue pay inflation .