HIMS & HERS HEALTH, INC., DEF 14A filed on 4/25/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name HIMS & HERS HEALTH, INC.
Entity Central Index Key 0001773751
v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Average Summary Compensation Table Total for Non- PEO NEOs(1,4)
($)
Average Compensation Actually Paid to Non- PEO NEOs(1,5)
($)
Value of Initial Fixed $100 Investment Based On:
Company-Selected Measure Revenue (in thousands)(9)
($)
Year
Summary Compensation Table Total for PEO(1,2)
($)
Compensation Actually Paid to PEO(1,3)
($)
Total Shareholder Return (‘‘TSR’’)(6)
($)
Peer Group Total Shareholder Return(7)
($)
Net Income (Loss) (in thousands)(8)
($)
202424,609,077 110,273,117 7,240,415 32,546,669 157 98 126,038 1,476,514 
202314,401,411 21,357,371 6,529,846 8,030,837 58 76 (23,546)872,000 
202210,816,547 10,725,679 4,987,020 5,825,534 42 47 (65,678)526,916 
202115,230,255 26,759,950 3,330,464 741,286 42 90 (107,659)271,878 
202026,575,832 74,015,273 3,857,691 9,034,592 — — (18,114)148,757 
        
Named Executive Officers, Footnote Our PEO for all four years covered by the table was Andrew Dudum, our Chief Executive Officer. Our NEOs for the years covered in the table are:
◦2024 and 2023: Yemi Okupe, our Chief Financial Officer; Melissa Baird, our Chief Operating Officer; Soleil Boughton, our Chief Legal Officer and Corporate Secretary; and Mike Chi, our Chief Commercial Officer.
◦2022: Yemi Okupe, our Chief Financial Officer (who joined the Company in January 2022); Melissa Baird, our Chief Operating Officer; Soleil Boughton, our Chief Legal Officer; Mike Chi, our Chief Commercial Officer; and Irene Becklund, our Senior Vice President, Controller.
◦2021: Melissa Baird; Soleil Boughton; Irene Becklund; Spencer Lee, our former Chief Financial Officer; and Dr. Patrick Carroll, our Chief Medical Officer (who left the Company in January 2022 and returned in December 2022)
◦2020: Melissa Baird and Spencer Lee.
        
Peer Group Issuers, Footnote The peer group used for this purpose is the Nasdaq Internet Index, as used in the Company’s performance graph in our Annual Report on Form 10-K. Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported below and reinvesting all dividends until the last day of each reported fiscal year. Because our common stock was not publicly traded in 2020, the table does not present peer group TSR information for that year. Our stock began publicly trading on January 21, 2021, which is the start of the measurement period for 2021.        
PEO Total Compensation Amount $ 24,609,077 $ 14,401,411 $ 10,816,547 $ 15,230,255 $ 26,575,832
PEO Actually Paid Compensation Amount $ 110,273,117 21,357,371 10,725,679 26,759,950 74,015,273
Adjustment To PEO Compensation, Footnote The dollar amounts reported in the third column represent the amount of ‘‘compensation actually paid’’ to Mr. Dudum, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to Mr. Dudum during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Dudum’s total compensation for each fiscal year to determine the compensation actually paid:
YearReported Summary Compensation Table Total for PEO
($)
(Subtract) Original Grant Date Fair Value of Stock Awards and Option Awards Granted in Year(a)
($)
Add Year-End Fair Value of Unvested Awards Granted in Year(b)(c)
($)
Add / (Subtract) Change in Fair Value of Unvested Equity Awards Granted in Prior Years(b)(c)
($)
Add Change in Fair Value of Vested Equity Awards(b)(c)
($)
Compensation Actually Paid to PEO
($)
202424,609,077 (22,708,162)38,874,531 58,118,906 11,378,765 110,273,117 
202314,401,411 (12,421,771)9,311,474 7,678,265 2,387,992 21,357,371 
202210,816,547 ($ 9,121,217)10,957,883 ($ 2,651,860)724,326 10,725,679 
202115,230,255 (15,597,595)4,231,043 (16,837,455)39,733,702 26,759,950 
202026,575,832 (25,948,442)70,775,628 — 2,612,255 74,015,273 
The grant date fair value of equity awards represents the total of the amounts reported in the ‘‘Stock Awards’’ and ‘‘Option Awards’’ columns, as applicable, in the Summary Compensation Table for the applicable fiscal year.
(b)No change in value for the following circumstances is included in the table as neither circumstance is applicable to the awards reported: (1) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (2) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. RSU awards are valued using the Company’s stock price at time of grant and subsequent valuations using the closing stock price as of the applicable year-end or vesting dates. Stock option awards are valued using Black-Scholes and Monte Carlo models at the time of grant (as disclosed in footnote 1 to the Summary Compensation Table on page 42). Subsequent fair value calculations at year-end or vesting date also use a Black-Scholes model based on the closing stock price, volatility and risk-free rates determined as of applicable year-end or vesting dates. Performance-based options are valued using a Monte Carlo simulation model at time of grant and are also revalued using a Monte Carlo simulation at applicable year-end or vesting dates.
(c)These amounts reflect both the fair value of awards granted and vested in the covered year, as well as the year over year change in fair value for awards granted in prior years that vested in the covered year.
        
Non-PEO NEO Average Total Compensation Amount $ 7,240,415 6,529,846 4,987,020 3,330,464 3,857,691
Non-PEO NEO Average Compensation Actually Paid Amount $ 32,546,669 8,030,837 5,825,534 741,286 9,034,592
Adjustment to Non-PEO NEO Compensation Footnote The dollar amounts reported in the fifth column represent the average amount of ‘‘compensation actually paid’’ to our NEOs as a group (excluding our PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned or received by or paid to our NEOs as a group (excluding our PEO) during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for our NEOs (other than our PEO) as a group for each fiscal year to determine the compensation actually paid, using the same methodology described above in Note 3:
YearAverage Reported Summary Compensation Table Total for non-PEO NEOs
($)
(Subtract) Original Grant Date Fair Value of Stock Awards and Option Awards Granted in Year(a)
($)
Add Year-End Fair Value of Unvested Awards Granted in Year(b)(c)
($)
Add/(Subtract) Change in Fair Value of Unvested Equity Awards Granted in Prior Years(b)(c)
($)
Add Change in Fair Value of Vested Equity Awards(b)(c)
($)
Average Compensation Actually Paid to non-PEO NEOs
($)
20247,240,415 (6,137,832)10,507,470 16,169,723 4,766,893 32,546,669 
20236,529,846 (5,532,684)4,147,353 1,678,072 1,208,250 8,030,837 
20224,987,020 (4,316,629)4,748,857 4,098 402,188 5,825,534 
20213,330,464 (2,308,374)376,134 ($ 942,620)285,682 741,286 
20203,857,691 (3,277,456)4,889,151 2,889,851 675,355 9,034,592 
        
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid and Total Shareholder Return
The following graph reflects the relationship between the PEO and average non-PEO NEO “compensation actually paid” (“CAP”) (in thousands), our cumulative Total Shareholder Return (“TSR”) and the TSR of the NASDAQ Internet Index (“Peer TSR”), assuming an initial fixed investment on December 31, 2020 of $100, for the fiscal years ended December 31, 2024, 2023, 2022 and 2021.
11724
        
Compensation Actually Paid vs. Net Income
Compensation Actually Paid and Net Income/(Loss)
The following graph reflects the relationship between the PEO and average non-PEO NEO CAP (in thousands), and our net income (loss) for the fiscal years ended December 31, 2024, 2023, 2022 and 2021 (in thousands). While we are required by SEC rules to disclose the relationship between our net income and “compensation actually paid” to our NEOs, this is not a metric our compensation committee currently uses in evaluating our NEOs’ compensation.
12187
        
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid and Revenue
The following graph reflects the relationship between the PEO and average non-PEO NEO CAP (in thousands), and our GAAP revenue for the fiscal years ended December 31, 2024, 2023, 2022 and 2021 (in thousands).
12401
        
Tabular List, Table Revenue
•Adjusted EBITDA
•Stock price
        
Total Shareholder Return Amount $ 157 58 42 42 0
Peer Group Total Shareholder Return Amount 98 76 47 90 0
Net Income (Loss) $ 126,038,000 $ (23,546,000) $ (65,678,000) $ (107,659,000) $ (18,114,000)
Company Selected Measure Amount 1,476,514,000 872,000,000 526,916,000 271,878,000 148,757,000
PEO Name Andrew Dudum        
Additional 402(v) Disclosure The dollar amounts reported in the second column are the amounts of total compensation reported for Mr. Dudum for each corresponding year in the ‘‘Total’’ column of the Summary Compensation Table for each covered fiscal year. Please refer to ‘‘Executive Compensation – Executive Compensation Tables – Summary Compensation Table.’’The dollar amounts reported in the fourth column represent the average of the amounts reported for our NEOs as a group (excluding our PEO) in the ‘‘Total’’ column of the Summary Compensation Table in each applicable year.The grant date fair value of equity awards represents the average of the total of the amounts reported for our NEOs (excluding our PEO) in the ‘‘Stock Awards’’ and ‘‘Option Awards’’ columns, as applicable, in the Summary Compensation Table for the applicable fiscal year.
(b)See footnote (b) in immediately preceding table.
(c)See footnote (c) in immediately preceding table.
Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported below and reinvesting all dividends until the last day of each reported fiscal year. Because our stock was not publicly traded in 2020, the table does not present TSR information for that year. Our stock began publicly trading on January 21, 2021, which is the start of the measurement period for 2021. No dividends were paid in 2021, 2022, 2023 or 2024.The dollar amounts reported represent the amount of net income or loss, as applicable, reflected in the Company’s audited financial statements for the applicable fiscal year.The dollar amounts reported represent the amount of revenue reflected in the Company’s audited financial statements for the applicable year, which consists of Online Revenue and Wholesale Revenue. Online Revenue represents the sales of products and services on our platform, net of refunds, credits, and chargebacks, and includes revenue recognition adjustments recorded pursuant to accounting principles generally accepted in the United States of America (‘‘U.S. GAAP’’), primarily relating to deferred revenue and returns reserve. Online Revenue is generated by selling directly to consumers through our websites and mobile applications. Our Online Revenue consists of products and services purchased by customers directly through our online platform. The majority of our Online Revenue is subscription-based, where customers agree to be billed on a recurring basis to have products and services automatically delivered to them. Wholesale Revenue represents non-prescription product sales to retailers through wholesale purchasing agreements. We sell only non-prescription products to wholesale partners. The Company has determined that Revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. 		       
Measure:: 1          
Pay vs Performance Disclosure          
Name Revenue        
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Measure:: 3          
Pay vs Performance Disclosure          
Name Stock price        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (22,708,162) $ (12,421,771) $ (9,121,217) $ (15,597,595) $ (25,948,442)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 38,874,531 9,311,474 10,957,883 4,231,043 70,775,628
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 58,118,906 7,678,265 (2,651,860) (16,837,455) 0
PEO | Change In Fair Value Of Vested Equity Awards in Prior Years And Covered Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 11,378,765 2,387,992 724,326 39,733,702 2,612,255
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (6,137,832) (5,532,684) (4,316,629) (2,308,374) (3,277,456)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 10,507,470 4,147,353 4,748,857 376,134 4,889,151
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 16,169,723 1,678,072 4,098 (942,620) 2,889,851
Non-PEO NEO | Change In Fair Value Of Vested Equity Awards in Prior Years And Covered Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 4,766,893 $ 1,208,250 $ 402,188 $ 285,682 $ 675,355
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true