Soleil Boughton
Hims & Hers HealthAbout Soleil Boughton
Soleil Boughton is Chief Legal Officer and Corporate Secretary of Hims & Hers, serving in this role since the consummation of the Business Combination; she joined Hims, Inc. in October 2018 to oversee legal and public policy, and brings 20+ years of healthcare law experience across digital health, hospitals, and life sciences . She is 47, holds a B.A. from Pomona College and a J.D. from UCLA School of Law, and previously served as in-house healthcare counsel for Google Cloud Healthcare & Life Sciences and as a Partner at Jones Day’s Healthcare & Life Sciences group . Company performance in 2024 featured revenue of $1,476,514k (+69% YoY from $872,000k) and Adjusted EBITDA of $176,873k (+257% YoY from $49,515k), with Adjusted EBITDA margin improving to 12% from 6% . Annual incentive metrics focused on revenue and Adjusted EBITDA with 200% payout based on exceeding targets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hims & Hers Health, Inc. | Chief Legal Officer & Corporate Secretary | Since Business Combination (public listing in 2021); joined Oct 2018 | Led legal and public policy; healthcare law expertise across digital health life cycle |
| Google Cloud Healthcare & Life Sciences | In-house Healthcare Counsel | Oct 2017 – Oct 2018 | Supported healthcare and life sciences initiatives at Google Cloud |
| Jones Day | Partner, Healthcare & Life Sciences | Jan 2015 – Oct 2017 | Represented direct-to-consumer telehealth and digital health companies |
External Roles
| Organization | Role | Years |
|---|---|---|
| CaringBridge (501(c)(3) nonprofit) | Member, Board of Directors (previously) | Not disclosed |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Annual Incentive ($) |
|---|---|---|---|
| 2024 | 460,000 | 65% (no change vs 2023) | 598,000 (200% of target) |
| 2023 | 415,700 (reflects parental leave) | 65% | 510,000 |
| 2022 | 425,000 | — | 354,656 |
Performance Compensation
Annual Incentive Bonus Plan – 2024
| Metric | Weighting | Target | Actual | % Achievement | Weighted % Achievement | Payout Outcome |
|---|---|---|---|---|---|---|
| Revenue | 60% | $1,200m | $1,477m | 200% | 120% | 200% of target bonus |
| Adjusted EBITDA | 40% | $75m | $177m | 200% | 80% | 200% of target bonus |
| Total | — | — | — | — | 200% | 200% of target bonus |
Definition: “Revenue” is GAAP net revenue; “Adjusted EBITDA” excludes stock-based compensation, D&A, acquisition-related costs, legal settlements, impairments, change in fair value of liabilities, interest, and taxes; reconciliation provided in proxy Annex .
Long-Term Equity Awards – 2024 (Granted Feb 28, 2024)
| Award Type | Grant Date | Units | Vesting | Performance Metrics | Max Payout |
|---|---|---|---|---|---|
| RSUs | 2/28/2024 | 193,584 | Quarterly over 4 years on Company Quarterly Vesting Dates (Mar 15, Jun 15, Sep 15, Dec 15), starting first vesting after 3/15/2024, subject to continuous service | Time-based | N/A |
| PRSUs | 2/28/2024 | 82,964 (target) | Vest at end of 3-year period ending FY2026, subject to revenue and Adjusted EBITDA targets and continued service | Revenue & Adjusted EBITDA | 200% of target shares at maximum |
RSU grant mix was part of a 70% RSU / 30% PRSU equity split for NEOs in 2024 . No stock option awards were granted to NEOs in 2024 .
Realized Equity Activity – 2024
| Item | Amount |
|---|---|
| Options exercised (shares) | 248,203 |
| Value realized on option exercises ($) | 3,279,361 |
| RSUs vested (shares) | 162,859 |
| Value realized on RSU vesting ($) | 3,525,498 |
Equity Ownership & Alignment
| Holder | Class A Shares Beneficially Owned | % of Class A | Class V Shares | % of Class V | % Total Voting Power |
|---|---|---|---|---|---|
| Soleil Boughton | 814,834 | * (<1%) | — | — | * |
Outstanding awards and status (as of April 16, 2025):
- Stock options outstanding (selected grants): 113,768 exercisable at $2.43 (exp. 5/12/2030); 106,450 exercisable at $9.41 (exp. 12/22/2030); 551,786 exercisable and 282,623 unexercisable at $5.01 (exp. 2/23/2032); 32,354 exercisable and 41,598 unexercisable at $11.53 (exp. 2/28/2033); 157,287 options listed with related stock awards and PRSUs in 2024 line .
- RSUs not yet vested (selected grants): 3,312 (12/23/2020 grant); 995 (1/20/2021 grant); 3,665 (3/29/2021 grant); 54,579 (2/24/2022 grant); 110,007 (3/1/2023 grant); 2024 RSU grant of 193,584 units subject to quarterly vesting as described above .
- PRSUs outstanding: 136,897 units from 3/1/2023 grant (unearned); 82,964 units from 2/28/2024 grant (target, unearned) .
Ownership alignment policies:
- Prohibition on pledging Company securities and holding in margin accounts per Insider Trading Policy .
- Stock ownership guidelines adopted for executive officers and non-employee directors in 2024 (specific multiples not disclosed) .
Employment Terms
- Employment: Written letter agreement effective January 5, 2021; at-will employment; sets base salary, annual incentive eligibility, participation in benefit plans, and reimbursable expenses .
- Change in Control/Severance: Company maintains “double-trigger” arrangements (CIC plus qualifying termination) and prohibits single-trigger acceleration; excise tax “best-net” cut/back (no gross-ups) .
Severance economics (estimated as of 12/31/2024):
| Scenario | Cash ($) | RSU Acceleration ($) | Option Acceleration ($) | Perqs/Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary Termination (no CIC) | 586,500 | 2,748,903 | 3,262,164 | 19,134 | 6,616,701 |
| Involuntary Termination (with CIC) | 782,000 | 13,291,891 | 5,347,653 | 25,512 | 19,447,056 |
Other governance:
- Clawback policy compliant with Exchange Act Rule 10D-1 adopted July 2023 .
- Equity grants follow scheduled Compensation Committee approvals; vesting may accelerate upon death for awards granted beginning in 2025 (discretionary practice) .
Performance Compensation – Design Details
| Component | Metric | Weighting | Period | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|---|
| Annual Bonus (2024) | Revenue | 60% | FY2024 | $1,200m | $1,477m | 200% | Cash paid after year-end |
| Annual Bonus (2024) | Adjusted EBITDA | 40% | FY2024 | $75m | $177m | 200% | Cash paid after year-end |
| PRSUs (2024 grant) | Revenue & Adjusted EBITDA | Not disclosed | FY2024–FY2026 | Target shares at 82,964 | N/A (3-year) | Up to 200% at max | Cliff at end of FY2026, service required |
Investment Implications
- Pay-for-performance is tight: 2024 bonus tied 60/40 to revenue and Adjusted EBITDA; Hims delivered $1,476,514k revenue and $176,873k Adjusted EBITDA, triggering 200% payouts—aligning with strong growth and margin expansion .
- Equity over cash: 2024 awards skew to RSUs/PRSUs (70%/30% mix), and no options were granted—reduces option-derived volatility and emphasizes sustained value creation; PRSUs link multi-year vesting to revenue/Adjusted EBITDA through FY2026 .
- Regular vesting may drive supply: Quarterly RSU vesting cadence plus 2024 realized vesting of 162,859 shares and option exercises of 248,203 shares indicate ongoing settlement/sale potential; monitor 10b5-1 activity and blackout calendars for trading pressure timing .
- CIC protections are meaningful but shareholder-friendly: Double-trigger only, no excise tax gross-ups; full equity acceleration on CIC termination increases realized value but mitigates retention risk incentives during strategic events .
- Alignment safeguards: Pledging/margin prohibitions and a Rule 10D-1-compliant clawback reduce hedging misalignment and recoupment risk; stock ownership guidelines in place (multiples not disclosed) .