FIGS Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$FIGS
Apparel
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 31, 2025, the board of directors (the “Board”) of FIGS, Inc. (the “Company”) appointed Jerry Jao to serve as a member of the Board, effective April 1, 2025 (the “Effective Date”). Mr. Jao will serve as a Class III director with a term expiring at the 2027 annual meeting of stockholders and until his successor is elected and qualified or his earlier death, disqualification, resignation or removal. The Board also appointed Mr. Jao to serve as chairperson of the Audit Committee of the Board (the “Audit Committee”) and as a member of the Compensation Committee of the Board (the “Compensation Committee”), in each case effective as of the Effective Date. As of the Effective Date, the Audit Committee consists of Jerry Jao (Chair), Mario Marte and Jeffrey Wilke, and the Compensation Committee consists of Melanie Whelan (Chair), Jerry Jao and J. Martin Willhite.
Mr. Jao has served as SVP and GM at Constant Contact, Inc., a global provider of digital marketing solutions, since August 2020. Before that, he served as Chief Executive Officer of Retention Science, the AI-powered personalization and marketing SaaS company that he founded, from January 2013 until it was acquired by Constant Contact in August 2020. Earlier in his career, he served as an Engagement Manager at KPMG LLP and an Analyst at Morgan Stanley. Mr. Jao holds a B.S. from the Haas School of Business at the University of California, Berkeley. We believe that Mr. Jao is qualified to serve as a member of our Board due to his extensive marketing, technology and finance expertise.
Upon the Effective Date, Mr. Jao is eligible to participate in the Company’s Non-Employee Director Compensation Program, which provides for (i) an annual cash retainer of (a) $50,000 for service on the Board, (b) $20,000 for service as chairperson of the Audit Committee and (c) $7,500 for service as a member of the Compensation Committee, (ii) an initial grant of restricted stock units (“RSUs”) for the number of shares of the Company’s Class A common stock equal to $150,000, multiplied by a fraction, (a) the numerator of which is the difference between 365 and the number of days from June 5, 2024 through the Effective Date and (b) the denominator of which is 365, divided by the closing price of the Company’s Class A common stock on the Effective Date, and that vests in full on the earlier to occur of (x) the one-year anniversary of the Effective Date and (y) the date of the Company’s next annual meeting of stockholders following the Effective Date, subject to continued service through the applicable vesting date, and (iii) an annual grant, on the date of the Company’s next annual meeting of stockholders, of RSUs for that number of shares of Class A common stock with a value of $150,000, and that vests in full on the earlier to occur of (x) the one-year anniversary of the applicable grant date and (y) the date of Company’s next annual meeting of stockholders following the grant date, subject to continued service through the applicable vesting date.
The Company also expects Mr. Jao to enter into its standard indemnification agreement for directors and officers.
Item 7.01 Regulation FD Disclosure.
On April 3, 2025, the Company issued a press release announcing the appointment of Mr. Jao to the Board. The full text of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”).
The information in Item 7.01 of this Report (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| 99.1* | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
| * | This exhibit related to Item 7.01 shall be deemed to be furnished, and not filed. | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FIGS, INC. | |||||||||||
| Date: | April 3, 2025 | By: | /s/ Todd Maron | ||||||||
| Name: | Todd Maron | ||||||||||
| Title: | Chief Legal Officer | ||||||||||