fig-20260421

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


Filed by the Registrant ☒	Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

Figma, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Notice of Annual Meeting of Stockholders to

be held at 10:00 a.m. Pacific Time on

Tuesday, June 2, 2026

Dear Stockholders of Figma, Inc.:

We invite you to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of Figma, Inc., a

Delaware corporation, which will be held virtually on Tuesday, June 2, 2026 at 10:00 a.m. Pacific Time. You can

attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/FIG2026, where you will be able to

listen to the meeting live and vote your shares online during the meeting, just as you would at an in-person

meeting.

We will hold the Annual Meeting for the following purposes, which are more fully described in the accompanying

proxy statement (the “Proxy Statement”):

1.To elect Dylan Field, Kelly A. Kramer, John Lilly, William R. McDermott, Andrew Reed, Danny Rimer,

Lynn Vojvodich Radakovich, and Luis von Ahn to serve until our 2027 annual meeting of stockholders and until

such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation,

disqualification, or removal; and

2.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for

the year ending December 31, 2026.

We will also consider any other business that properly comes before the Annual Meeting or any adjournment or

postponement thereof. At this time, we are not aware of any other matters to be submitted for consideration at the

Annual Meeting.

Our Board of Directors has fixed the close of business on April 7, 2026 as the record date for the Annual Meeting.

Only stockholders of record on April 7, 2026 are entitled to notice of, and to vote at, the Annual Meeting. A list of

stockholders entitled to vote at the Annual Meeting will be available upon request for examination by any

stockholder, during ordinary business hours at our headquarters, for any purpose relating to the Annual Meeting

for a period of ten (10) days ending the day before the Annual Meeting date. Further information regarding voting

rights, the matters to be voted upon and instructions to attend the Annual Meeting is presented in the Proxy

Statement.

The Notice of Internet Availability of Proxy Materials containing instructions on how to access the Proxy

Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) is

first being mailed on or about April 22, 2026 to all stockholders entitled to vote at the Annual Meeting. You will be

asked to enter the 16-digit control number located on your Notice of Internet Availability of Proxy Materials, your

proxy card, or the instructions that accompanied your proxy materials to attend the Annual Meeting.

Every stockholder vote is important. Whether or not you plan to attend the Annual Meeting, please cast your vote

as soon as possible by internet, telephone, or mail to ensure your shares will be represented. Your vote by written

proxy will ensure your representation at the Annual Meeting regardless of whether you attend the Annual

Meeting. Returning the proxy does not affect your right to attend the Annual Meeting and to vote your shares at

the Annual Meeting. For additional instructions on attending the Annual Meeting or voting your shares, please

refer to the section titled “Questions and Answers About the Proxy Materials and Our Annual Meeting” in the

Proxy Statement.

Thank you for your ongoing support and continued interest in Figma.

By Order of the Board of Directors,

Brendan Mulligan

General Counsel and Secretary

Important Notice Regarding Availability of Proxy Materials for the Annual Meeting: The Proxy Statement

and our Annual Report are available at www.proxyvote.com.

Table of Contents


2025 Business Highlights .........................................................................................................................................	1
Proxy Statement Summary ......................................................................................................................................	3
Board of Directors and Corporate Governance ....................................................................................................	4
Proposal No. 1: Election of Directors .....................................................................................................................	15
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm ...............	16
Executive Officers ......................................................................................................................................................	18
Executive Compensation ..........................................................................................................................................	19
Equity Compensation Plan Information ..................................................................................................................	28
Director Compensation .............................................................................................................................................	29
Security Ownership of Certain Beneficial Owners and Management ...............................................................	32
Report of the Audit Committee ................................................................................................................................	36
Certain Relationships and Related Party Transactions .......................................................................................	37
Questions and Answers About the Proxy Materials and Our Annual Meeting ................................................	41
Other Matters and Additional Information ..............................................................................................................	49
Appendix A: Certain Definitions ...............................................................................................................................	50


Figma, Inc.	1	2026 Proxy Statement

2025 Business Highlights

Figma is where teams come together to turn ideas into the world’s best digital products and experiences. This

past year, our pace of innovation helped teams move from idea to production faster.

Product Innovation

In 2025, Figma expanded from four to eight products and delivered more than 200 new features and

improvements across the platform. We’ve embedded AI across the platform—from Figma Make, which helps

teams turn prompts or existing designs into prototypes and even full web apps, to AI-powered prompting and

editing available directly in the Figma Design canvas. We also acquired Weavy Inc. (now Figma Weave) to

broaden the creative workflows and AI-native media generation that can happen natively in Figma, as well as

Payload CMS, Inc., a leading open-source headless content management system and application framework.


Figma, Inc.	2	2026 Proxy Statement

Platform Expansion

AI has made it easier than ever for more people to participate in building software, and whether a user starts in a

terminal, a prompt box, or the canvas, Figma is where these workflows come together. We continue to serve as a

collaborative system of record for cross-functional teams, with non-designers representing roughly two-thirds of

our monthly active users in the three months ended December 31, 2025. See Appendix A to this Proxy Statement

for the definition of monthly active users.

Our partner ecosystem also supports adoption and retention, and in 2025 we deepened integrations with tools

like ChatGPT, Claude Code, Cursor, Gemini, GitHub, and Visual Studio Code, among others.

Fiscal Year 2025 Results

Global customer momentum remained strong in 2025, as we added more new customers than ever before and

continued to see strong growth from self-serve to enterprise accounts. We expanded our Net Dollar Retention

Rate to 136% as of December 31, 2025, reflecting durable expansion with our customers, and accelerated our

growth through the end of the year—surpassing $1 billion in revenue for the twelve months ended December 31,

2025, up 41% year-over-year, and growing international revenue by 45% compared to the prior year.


Figma, Inc.	3	2026 Proxy Statement

Proxy Statement Summary

This Proxy Statement is first being furnished to stockholders on or about April 22, 2026, in connection with the

solicitation of proxies by the Board of Directors of Figma, Inc. for the Annual Meeting to be held on June 2, 2026.

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not

contain all of the information that you should consider, and you should read the entire Proxy Statement before

voting. In this Proxy Statement, we refer to Figma, Inc., a Delaware corporation, as “Figma,” “we,” “us,” or “our”

and to the board of directors of Figma as the “Board of Directors.”

This Proxy Statement contains additional trade names, trademarks, logos, and service marks of ours and of other

companies. We do not intend our use or display of other companies’ trade names, trademarks, logos, or service

marks to imply a relationship with these other companies, or endorsement or sponsorship of us by these other

companies. Other trademarks appearing in this Proxy Statement are the property of their respective holders.

Information about our Annual Meeting


Date and Time Tuesday, June 2, 2026 at 10:00 a.m. Pacific Time.		Location The Annual Meeting will be a completely virtual meeting. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/ FIG2026, where you will be able to listen to the meeting live and vote your shares online during the meeting.		Record Date April 7, 2026. Holders of our Class A common stock and Class B common stock as of the close of business on the Record Date may vote at the Annual Meeting. Our Class A common stock and Class B common stock are collectively referred to in this Proxy Statement as our “common stock.”

Voting Matters and Board of Directors Recommendations:


Proposals		Board of Directors Recommendation	Page Numbers for Additional Information

1	Election of Directors	FOR ALL	15
2	Ratification of Appointment of Independent Registered Public Accounting Firm	FOR	16

We will also transact such other business as may properly come before the Annual Meeting or any adjournments

or postponements thereof.


Figma, Inc.	4	2026 Proxy Statement

Board of Directors and Corporate

Governance

Figma is committed to sound corporate governance practices. These practices provide an important framework

within which our Board of Directors and management can pursue our strategic objectives with a view to

enhancing long-term value for our stockholders.

The following table includes information regarding each of the nominees for election to our Board of Directors at

the Annual Meeting, including their age, independence, and position, each as of March 31, 2026, and the date

since which they have served on the Board of Directors. In addition, a biographical description for each nominee

is set forth below the table. On April 17, 2026, Mamoon Hamid, who currently serves as an independent director,

notified the Board of Directors that he will not be standing for re-election at the Annual Meeting and will therefore

cease to serve as a director of Figma immediately following the Annual Meeting. The Board of Directors thanks

Mr. Hamid for his service and contributions to Figma and the Board of Directors.


Name	Age	Independent	Position	Director Since

Dylan Field	34		Chair of our Board of Directors, Chief Executive Officer, and President	October 2012
Kelly A. Kramer(1)	58	☑	Director	December 2021
John Lilly(1)(2)	55	☑	Director and Lead Independent Director	December 2014
William R. McDermott	64	☑	Director	July 2025
Andrew Reed(3)	35	☑	Director	February 2024
Danny Rimer(2)(3)	55	☑	Director	December 2014
Lynn Vojvodich Radakovich(1)(3)	58	☑	Director	December 2019
Luis von Ahn	47	☑	Director	July 2025

__________________

(1)Member of the Audit Committee of the Board of Directors (the “Audit Committee”).

(2)Member of the Nominating and Corporate Governance Committee of the Board of Directors (the "Nominating and Corporate Governance

Committee").

(3)Member of the Compensation Committee of the Board of Directors (the "Compensation Committee").


Figma, Inc.	5	2026 Proxy Statement

Nominees for Director

Dylan Field is our Co-Founder and has served as our Chief Executive Officer, President, and a member of our

Board of Directors since October 2012, and Chair of our Board of Directors since April 2025. Mr. Field attended

Brown University for two and a half years before accepting a Thiel Fellowship to pursue entrepreneurial projects.

We believe Mr. Field is qualified to serve as a member of our Board of Directors because of his operational

expertise, industry knowledge, leadership, and the continuity that he brings to our Board of Directors as our Co-

Founder, Chief Executive Officer, and President.

Kelly A. Kramer has served as a member of our Board of Directors since December 2021. From January 2015 to

December 2020, Ms. Kramer served as Executive Vice President & Chief Financial Officer of Cisco Systems, Inc.,

a technology company (“Cisco”), where she previously served in finance roles of increasing responsibility from

January 2012 to January 2015. From February 2002 to February 2012, Ms. Kramer served in various finance

roles at GE Healthcare Systems, including as Vice President & Chief Financial Officer, as well as in various

finance roles at GE Healthcare Diagnostic Imaging and GE Healthcare Biosciences, all divisions of General

Electric Company, a multinational conglomerate focusing on aviation, power, renewable energy, and digital

industry. Ms. Kramer also has served on the boards of directors of Coinbase Global, Inc., a technology company,

since December 2020, Snowflake, Inc., a cloud-data platform company, since January 2020, and Gilead

Sciences, Inc., a biopharmaceutical company, since August 2016. Ms. Kramer holds a B.S. in Mathematics from

Purdue University.

We believe Ms. Kramer is qualified to serve as a member of our Board of Directors because of her deep

knowledge of technology companies and experience investing in and advising technology companies.

John Lilly has served as a member of our Board of Directors since December 2014. Mr. Lilly has served as a

General Partner and Venture Partner at Greylock Partners, a venture capital firm, since January 2011. Prior to

joining Greylock Partners, Mr. Lilly held roles of increasing seniority at the Mozilla Corporation, a technology

company ("Mozilla"), from 2005 to 2010, including as Chief Executive Officer from January 2008 to December

2010. Prior to joining Mozilla, he co-founded and held executive leadership positions at Reactivity, a software

company (acquired by Cisco in August 2007). Previously, he held staff positions at Apple Inc., Sun Microsystems,

Inc., and Trilogy Software, Inc. He has served on the board of directors of Duolingo, Inc., an education technology

company ("Duolingo"), since December 2021, and as an Advisory Partner at Gigascale Capital, a venture capital

firm, since January 2026. Mr. Lilly is also a Lecturer at Stanford’s Graduate School of Business. Mr. Lilly holds a

B.Sc. in Computer Systems Engineering and an M.Sc. in Computer Science, both from Stanford University.

We believe Mr. Lilly is qualified to serve as a member of our Board of Directors because of his executive

leadership experience and extensive experience with the venture capital and technology industries.

William R. McDermott has served as a member of our Board of Directors since July 2025. Mr. McDermott has

served as Chief Executive Officer at ServiceNow, Inc., a public digital workflow company (“ServiceNow”), since

November 2019. He previously served as President at ServiceNow from November 2019 to January 2023. Prior

to joining ServiceNow, Mr. McDermott served as Co-Chief Executive Officer of SAP SE, a multinational software

company that provides enterprise software (“SAP”), from 2010 to 2014, and as sole Chief Executive Officer of

SAP from May 2014 until October 2019. Mr. McDermott joined SAP in 2002 as Chief Executive Officer of SAP

America, Inc., and served on the SAP Executive Board from 2010 until October 2019. Prior to joining SAP, Mr.

McDermott served as Executive Vice President of Worldwide Sales and Operations at Siebel CRM Systems, Inc.,

a company focused on the implementation, customization and development of customer relationship

management and enterprise resource planning, from 2001 to 2002 and served as President of Gartner, Inc., a

research and advisory firm specializing in business and technology insights, from 2000 to 2001. Mr. McDermott

has also served on the boards of directors of ServiceNow since November 2019, including as Chairman since


Figma, Inc.	6	2026 Proxy Statement

October 2022, and Zoom Communications, Inc., a cloud video communications company, since March 2022. Mr.

McDermott previously served on the boards of directors of Fisker Inc., an automotive technology company, Under

Armour, Inc., a sporting goods company, ANSYS, Inc., a provider of engineering and simulation software and

technologies, and SecureWorks Corp., a provider of intelligence-driven information security solutions. Mr.

McDermott holds a B.A. in Business Management from Dowling College and an M.B.A from Northwestern

University’s Kellogg School of Management, and has completed the Executive Development Program at the

Wharton School of Business.

We believe Mr. McDermott is qualified to serve as a member of our Board of Directors because of his executive

leadership experience, extensive experience with publicly traded technology companies, as well as his service on

the boards of directors of other publicly held companies.

Andrew Reed has served as a member of our Board of Directors since February 2024. Mr. Reed has served as a

Partner at Sequoia Capital, a venture capital firm ("Sequoia"), since February 2014. Prior to joining Sequoia, he

served as an Analyst at Goldman Sachs, an investment bank, from July 2012 to February 2014. Mr. Reed has

served on the board of directors of Klarna Group plc, a digital bank and payments company, since February 2024,

and also currently serves on the boards of directors of several privately held companies, including Vanta Inc., Bolt

Technology OU, Strava, Inc., and others. Mr. Reed was previously involved in Sequoia’s investments in

Robinhood Markets, Inc., Loom, Inc., and GitHub, Inc. Mr. Reed holds a B.A. in Economics and Classics from

Amherst College.

We believe Mr. Reed is qualified to serve as a member of our Board of Directors because of his extensive

experience in the technology and venture capital fields, including his experience as a director of several privately

held companies in the technology industry.

Danny Rimer has served as a member of our Board of Directors since December 2014. Mr. Rimer is a Partner at

Index Ventures, a venture capital firm, where he has been a Partner since March 2002. Prior to joining Index

Ventures, Mr. Rimer served as General Partner at Barksdale Group, an investment firm, from 2000 to 2002. Mr.

Rimer currently serves on the boards of directors of several privately held companies. He previously served on

the board of directors of Farfetch Limited, a publicly traded e-commerce company, from February 2015 to August

2020, in addition to several other privately held companies. Mr. Rimer holds a B.A. in History and Literature from

Harvard University.

We believe Mr. Rimer is qualified to serve as a member of our Board of Directors because of his extensive

leadership and business experience within the venture capital and technology industries, as well as his service on

the boards of directors of other privately and publicly held companies.

Lynn Vojvodich Radakovich has served as a member of our Board of Directors since December 2019. From

September 2013 to February 2017, Ms. Vojvodich Radakovich served as Executive Vice President and Chief

Marketing Officer for Salesforce, Inc., a cloud-based software company. From 2006 to 2016, she founded and

served as Chief Executive Officer and Chair of Take3 LLC, a marketing strategy company. From 2012 to August

2013, Ms. Vojvodich Radakovich served as a Partner at Andreessen Horowitz, a venture capital firm. Ms.

Vojvodich Radakovich has also served on the board of directors of Dell Technologies Inc., a technology company,

since April 2019, Ford Motor Company, an automobile company, since April 2017, and Booking Holdings Inc., a

travel company, since January 2016. Ms. Vojvodich Radakovich holds a B.S. in Product Design from Stanford

University and an M.B.A. from Harvard Business School.

We believe Ms. Vojvodich Radakovich is qualified to serve as a member of our Board of Directors because of her

business expertise in marketing and sales, and her extensive experience as a director of public companies.

Luis von Ahn has served as a member of our Board of Directors since July 2025. Mr. von Ahn has served as Co-

Founder, Chief Executive Officer, and Chairman of the board of directors at Duolingo, an education technology


Figma, Inc.	7	2026 Proxy Statement

company, since August 2011. From 2007 to 2009, he served as Chief Executive Officer of reCAPTCHA, Inc., a

fraud detection technology company, until its acquisition by Google, LLC in 2009. Mr. von Ahn previously served

on the board of directors of Root, Inc., a technology company focusing on personal insurance, from October 2020

to October 2022. He also previously served as a professor in the Computer Science department at Carnegie

Mellon University from 2006 to 2021. Mr. von Ahn holds a B.S. in Mathematics from Duke University and a Ph.D.

in Computer Science from Carnegie Mellon University.

We believe Mr. von Ahn is qualified to serve as a member of our Board of Directors because of his technical

expertise and executive leadership experience within the technology industry.

Director Independence

Our Class A common stock is listed on the New York Stock Exchange (the "NYSE"). Under the NYSE rules, the

board of directors of a listed company must consist of a majority of independent directors at all times. This means,

generally, that they will not have any connections to the listed company that could affect their ability to provide

impartial oversight. A director will be deemed “independent” only if the board of directors of a listed company

affirmatively determines that the director has no material relationship with the listed company that affects the

director’s independence from management (either directly or as a partner, stockholder, or officer of an

organization that has a relationship with the listed company) or that would interfere with the director exercising

independent judgment in carrying out the director’s responsibilities. In addition, under the NYSE rules, the

definition of independence includes a series of objective tests, such as that the director is not, and has not been

for at least three years, one of the listed company’s employees and that neither the director nor any of their family

members has engaged in certain specified business dealings with the listed company. Additionally, under the

NYSE rules, a listed company’s audit committee, compensation committee, and nominating and corporate

governance committee must consist only of independent directors. However, Mr. Field is entitled to vote shares

representing a majority of our outstanding voting power, and we are, therefore, eligible to be treated as a

“controlled company” under the NYSE rules. As a controlled company, we are not required to have a majority of

our Board of Directors be independent, nor are we required to have a compensation committee or an independent

nominating function. We have nevertheless opted to have a majority of our Board of Directors be independent

and to have a Compensation Committee and a Nominating and Corporate Governance Committee comprised of

independent directors, as more fully described below.

On an annual basis, the Nominating and Corporate Governance Committee reviews the independence of our

directors, and provides a recommendation to the Board of Directors regarding such independence. The

Nominating and Corporate Governance Committee follows a similar process for all director nominees prior to their

nomination to the Board of Directors.

Based on the review and recommendation of the Nominating and Corporate Governance Committee, our Board

of Directors has determined that Kelly A. Kramer, John Lilly, William R. McDermott, Andrew Reed, Danny Rimer,

Lynn Vojvodich Radakovich, and Luis von Ahn, representing seven of our eight director nominees, are

independent for purposes of their service on the Board of Directors and the committees on which they serve, as

set forth under the applicable rules, regulations, and the NYSE rules and the applicable rules and regulations

promulgated by the U.S. Securities and Exchange Commission (the “SEC”).

There are no family relationships among our directors and executive officers.


Figma, Inc.	8	2026 Proxy Statement

Leadership Structure of the Board and Role of the Lead

Independent Director

Our Amended and Restated Bylaws (the “Bylaws”) and Corporate Governance Guidelines provide our Board of

Directors with flexibility to combine or separate the positions of the Chair of the Board of Directors and Chief

Executive Officer. However, if the Chair of the Board of Directors is our current Chief Executive Officer or has

previously served as our Chief Executive Officer, our Corporate Governance Guidelines require the Board of

Directors to designate a Lead Independent Director. The responsibilities of the Lead Independent Director

include, but are not limited to: presiding over all meetings of the Board of Directors at which the Chair is not

present, including any executive sessions of the independent directors; facilitating discussion and open dialogue

among independent directors, including outside meetings of the Board of Directors; acting as the liaison between

the independent directors and the Chief Executive Officer and Chair; coordinating with the Chair of the Board of

Directors to set the agenda for meetings of the Board of Directors, taking into account input from other

independent directors; recommending the retention of advisors and consultants who report directly to the Board of

Directors, when appropriate; and providing leadership to the Board of Directors if circumstances arise in which the

role of the Chair of the Board of Directors may be, or may be perceived to be, in conflict.

Our Board of Directors believes it is important to have flexibility in selecting the Chair of the Board of Directors

and our board leadership structure. Any changes to the leadership structure of our Board of Directors, if made,

will be promptly disclosed in our Investor Relations website and will be reflected in our proxy materials for the next

annual meeting of stockholders. In making leadership structure determinations, our Board of Directors considers

many factors, including the specific needs of the business and what is in the best interests of our stockholders.

Our Board of Directors, in its sole discretion, may seek input from our stockholders on the leadership structure of

the Board of Directors.

Dylan Field currently serves as both the Chair of our Board of Directors and as our Chief Executive Officer. The

Board of Directors believes that, as our co-founder, Mr. Field is best positioned to identify strategic priorities, lead

critical discussion, and execute our business plans. Our Board of Directors has appointed John Lilly to serve as

our Lead Independent Director. As Lead Independent Director, Mr. Lilly will provide leadership to our Board of

Directors if circumstances arise in which the role of Chief Executive Officer and Chair of our Board of Directors

may be, or may be perceived to be, in conflict, and perform such additional duties as our Board of Directors may

otherwise determine and delegate.

Board of Directors and Committee Meetings and Attendance

Our Board of Directors and its committees meet regularly throughout the year, and also hold special meetings

from time to time. During 2025, our Board of Directors met nine times, the Audit Committee met six times, the

Compensation Committee met six times, and the Nominating and Corporate Governance Committee met four

times.

During 2025, each member of our Board of Directors attended at least 75% of the aggregate of (i) the total

number of meetings of our Board of Directors held during the period for which he or she was a director and (ii) the

total number of meetings held by all committees of our Board of Directors on which he or she served during the

periods that he or she served.

Executive Sessions

To encourage and enhance communication among non-employee directors, and as required under applicable

NYSE rules, our Corporate Governance Guidelines provide that we reserve time before or after our regularly

scheduled meetings of the Board of Directors for our non-employee directors to meet in executive sessions


Figma, Inc.	9	2026 Proxy Statement

without management present on a periodic basis but no less than twice per year. Such executive sessions will be

led by the Lead Independent Director or such other independent director selected by a majority of the

independent directors.

Committees of Our Board of Directors

Our Board of Directors has established an Audit Committee, a Compensation Committee, and a Nominating and

Corporate Governance Committee. The composition and responsibilities of each committee are described below.

Each of these committees has a written charter approved by our Board of Directors that satisfies the applicable

rules and regulations of the SEC and the NYSE rules. Copies of the charters for each committee are available on

our Investor Relations website at investor.figma.com. Members serve on these committees until their resignations

or until otherwise determined by our Board of Directors.

Audit Committee

Our Audit Committee consists of Kelly A. Kramer, John Lilly, and Lynn Vojvodich Radakovich. Ms. Kramer is the

Chair of our Audit Committee. Mamoon Hamid served on our Audit Committee from July 2021 until February

2026. The composition of our Audit Committee meets the requirements for independence under NYSE rules and

Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each member of our Audit

Committee is financially literate. In addition, our Board of Directors has determined that Ms. Kramer is an “audit

committee financial expert” within the meaning of applicable SEC rules. This designation does not impose on

such directors any duties, obligations, or liabilities that are greater than are generally imposed on members of our

Audit Committee and our Board of Directors. Our Board of Directors has also determined that Ms. Kramer’s

simultaneous service on the audit committees of three other public companies does not impair her ability to

effectively serve on our Audit Committee. Our Audit Committee's principal functions are, among other things, to

assist our Board of Directors in its oversight of:

•selecting a firm to serve as our independent registered public accounting firm to audit our consolidated

financial statements;

•assessing the independence and performance of the independent registered public accounting firm;

•discussing the scope and results of the audit with the independent registered public accounting firm, and

reviewing, with management and that firm, our interim and year-end operating results;

•establishing procedures for employees to anonymously submit concerns about questionable accounting

or audit matters;

•considering the adequacy of our internal controls and internal audit function;

•overseeing our major enterprise and financial risks, including cybersecurity and other information

technology risks, and the steps management has taken to monitor or mitigate such risks, including

policies and procedures;

•reviewing related party transactions that are material or otherwise implicate disclosure requirements;

•approving, or as permitted, pre-approving all audit and non-audit services to be performed by the

independent registered public accounting firm; and

•overseeing any program relating to corporate responsibility and sustainability.


Figma, Inc.	10	2026 Proxy Statement

Compensation Committee

Our Compensation Committee currently consists of Andrew Reed, Danny Rimer, and Lynn Vojvodich

Radakovich. Ms. Vojvodich Radakovich is the Chair of our Compensation Committee. Mamoon Hamid served on

our Compensation Committee from July 2021 until February 2026 and Kelly A. Kramer served on our

Compensation Committee from December 2021 until February 2026. Mr. Krieger, who had served on our

Compensation Committee since February 2026, resigned from the Board of Directors and the Compensation

Committee effective April 14, 2026. Mr. Reed has served on our Compensation Committee since February 2026.

Each member of our Compensation Committee meets the requirements for independence under the rules of the

NYSE and SEC. Our Compensation Committee's principal functions are, among other things, to assist our Board

of Directors in its oversight of:

•reviewing and approving, or recommending that our Board of Directors approve, the compensation of our

executive officers;

•reviewing and recommending to our Board of Directors for approval the compensation of our non-

employee directors;

•reviewing and approving, or recommending that our Board of Directors approve, the terms of any

compensatory agreements with our executive officers;

•administering our stock and equity incentive plans;

•reviewing and approving, or making recommendations to our Board of Directors with respect to, incentive

compensation and equity plans;

•reviewing our overall compensation philosophy; and

•engaging advisors to assist in carrying out its responsibilities.

Under its charter, our Compensation Committee has the right to retain or obtain the advice of compensation

consultants, independent legal counsel, and other advisers. During 2025, our Compensation Committee retained

Compensia, Inc. (“Compensia”), a compensation consulting firm with compensation expertise relating to

technology companies, to provide it with market information, analysis, and other advice relating to executive

compensation on an ongoing basis. Compensia was engaged directly by our Compensation Committee to,

among other things, assist in developing an appropriate group of peer companies to help us determine the

appropriate level of overall compensation for our executive officers and non-employee directors, as well as to

assess each separate element of executive officer and non-employee director compensation, with a goal of

ensuring that the compensation we offer to our executive officers and non-employee directors is competitive, fair,

and appropriately structured. Compensia does not provide any non-compensation related services to us, and

maintains a policy that is specifically designed to prevent any conflicts of interest. In addition, our Compensation

Committee has assessed the independence of Compensia, taking into account, among other things, the factors

set forth in Rule 10C-1 of the Exchange Act and the NYSE rules, and concluded that no conflict of interest exists

with respect to the work that Compensia performs for our Compensation Committee.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of John Lilly and Danny Rimer. Mr. Lilly is the

Chair of our Nominating and Corporate Governance Committee. Andrew Reed served on our Nominating and

Corporate Governance Committee from December 2024 until February 2026. The composition of our Nominating

and Corporate Governance Committee meets the requirements for independence under the NYSE rules. Our


Figma, Inc.	11	2026 Proxy Statement

Nominating and Corporate Governance Committee's principal functions are, among other things, to assist our

Board of Directors in its oversight of:

•identifying and recommending candidates for membership on our Board of Directors;

•recommending directors to serve on board committees;

•periodically reviewing our Board of Directors leadership structure and recommending any changes to the

Board of Directors;

•periodically reviewing succession plans for senior management positions;

•reviewing and making recommendations to our Board of Directors regarding our Corporate Governance

Guidelines;

•reviewing proposed waivers of the code of conduct for directors and executive officers;

•overseeing the process of evaluating the performance of our Board of Directors and each committee

thereof; and

•advising our Board of Directors on corporate governance matters.

Compensation Committee Interlocks and Insider Participation

None of the current members of our Compensation Committee, nor any member that served during the year

ended December 31, 2025, is or has been at any time an officer or employee of ours. None of our executive

officers currently serves, or in the past year has served, as a member of the board of directors or compensation

committee (or other committee performing equivalent functions) of any entity that has one or more of its executive

officers serving on our Compensation Committee or our Board of Directors.

Director Qualifications

With the goal of developing an experienced, diverse, and highly qualified Board of Directors, the Nominating and

Corporate Governance Committee is responsible for recommending qualified candidates to our Board of Directors

based on the qualification standards set forth in our Corporate Governance Guidelines and such other criteria as

the Board of Directors or the Nominating and Corporate Governance Committee may determine necessary or

appropriate in light of applicable SEC and NYSE requirements or other relevant considerations.

Because the identification, evaluation, and selection of qualified directors is a complex and subjective process

that requires consideration of many intangible factors and will be significantly influenced by the particular needs of

our Board of Directors from time to time, our Board of Directors has not adopted a specific set of minimum

qualifications, qualities, or skills that are necessary for a nominee to possess, other than those that are necessary

to meet U.S. legal, regulatory, and NYSE rules and the provisions of our Amended and Restated Certificate of

Incorporation (the "Certificate of Incorporation"), our Bylaws, our Corporate Governance Guidelines, and the

charters of the committees of our Board of Directors. In its evaluation of director candidates, our Nominating and

Corporate Governance Committee may consider the current size and composition, organization, and governance

of our Board of Directors, and the needs of our Board of Directors and its committees. In addition, the Nominating

and Corporate Governance Committee may take into consideration many other factors including, among other

things, independence, integrity, geography, financial skills, and other expertise, breadth of experience, knowledge

about our business and industry, willingness and ability to devote adequate time and effort to our Board of

Directors, ability to contribute to our Board of Directors’ overall effectiveness, and the needs of our Board of

Directors and its committees. Our Nominating and Corporate Governance Committee may also consider such

other factors as it may deem, from time to time, are in our and our stockholders’ best interests.


Figma, Inc.	12	2026 Proxy Statement

Through the nomination process, the Nominating and Corporate Governance Committee seeks to promote board

membership that reflects the size and breadth of our business and the need for Board of Director diversity, with

the goal of developing an experienced, diverse, and highly qualified Board of Directors. The brief biographical

descriptions of each director set forth above in the section titled “—Nominees for Director” includes a summary of

the individual experience, qualifications, attributes, and skills of each of our directors that led to the conclusion

that each director should serve as a member of our Board of Directors at this time.

Nomination to the Board of Directors

Candidates for nomination to our Board of Directors are selected by our Board of Directors based on the

recommendation of the Nominating and Corporate Governance Committee in accordance with the committee’s

charter, our Certificate of Incorporation, our Bylaws, and our Corporate Governance Guidelines. In recommending

candidates for nomination, the Nominating and Corporate Governance Committee may consider candidates

recommended by stockholders, management, and others. Evaluations of candidates generally involve a review of

background materials, internal discussions, and interviews with selected candidates, as appropriate. In addition,

the Nominating and Corporate Governance Committee may engage outside consultants to assist in identifying

potential nominees.

Additional information regarding the process for properly submitting stockholder nominations for candidates for

membership on our Board of Directors is set forth in the section titled “Questions and Answers About the Proxy

Materials and Our Annual Meeting—What is the deadline to propose actions for consideration at next year’s

annual meeting of stockholders or to nominate individuals to serve as directors?”

Additionally, in accordance with the Nominating Agreement that we entered into in July 2025 with Dylan Field (the

"Nominating Agreement"), we agreed to include Mr. Field in the slate of nominees recommended by our Board of

Directors for election or re-election at each annual meeting of stockholders, and to include Mr. Field in the proxy

statement for each such annual meeting of stockholders. Additional information regarding the Nominating

Agreement is set forth in the section titled “Certain Relationships and Related Party Transactions—Nominating

Agreement.”

Communication with Directors

Stockholders and interested parties who wish to communicate with our Board of Directors, non-management

members of our Board of Directors as a group, a committee of our Board of Directors, or one or more individual

members of our Board of Directors may do so by emailing ir@figma.com. All stockholder communications we

receive that are addressed to our Board of Directors will be reviewed and compiled by our Secretary and provided

to the members of our Board of Directors, as appropriate and in accordance with our internal policies. Each

communication should specify the applicable addressee or addressees to be contacted, the general topic of the

communication, and information about your share ownership. If the correspondence is not addressed to a

particular director, such correspondence will be forwarded, depending on the subject matter, to the Chair of the

Audit Committee, Compensation Committee, or Nominating and Corporate Governance Committee. Sales

materials, and abusive, threatening, or otherwise inappropriate materials and items unrelated to the duties and

responsibilities of our Board of Directors, will not be provided to our directors.

Board Attendance at Annual Meeting of Stockholders

We invite and encourage, but do not require, each member of our Board of Directors to attend our annual

meetings of stockholders. We completed our initial public offering in July 2025 and did not have an annual

meeting of stockholders in 2025.


Figma, Inc.	13	2026 Proxy Statement

Our Board of Directors’ Role in Risk Oversight

Our Board of Directors oversees our risk management processes, which are designed to support the

achievement of organizational objectives, improve long-term organizational performance, and enhance

stockholder value while mitigating and managing identified risks. A fundamental part of our approach to risk

management is not only understanding the most significant risks we face as a company and the necessary steps

to managing those risks, but also deciding what level of risk is appropriate. Our Board of Directors plays an

integral role in guiding management’s risk tolerance and determining an appropriate level of risk.

While our Board of Directors is ultimately responsible for risk oversight, its various standing committees address

risks inherent in their respective areas of oversight and provide regular reports to our Board of Directors, and

management is responsible for the day-to-day oversight and management of many risks. Our Audit Committee is

responsible for overseeing our major financial, accounting, compliance, cybersecurity, and information technology

risk exposures, as well as the steps our management has taken to monitor and control these exposures. The

Audit Committee also approves or disapproves any related party transactions. Our Compensation Committee

assesses and monitors whether any of our compensation policies and programs has the potential to encourage

excessive risk-taking. Our Nominating and Corporate Governance Committee assesses and monitors risks

relating to our corporate governance practices and the independence of the Board of Directors.

Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines to reflect its strong commitment to sound

corporate governance practices and to encourage effective policy and decision making at both the Board of

Directors and management levels, with a view to enhancing long-term value for our stockholders. Our Corporate

Governance Guidelines address items such as responsibilities for directors, director independence standards,

board committee structure and functions, and other matters related to the governance of Figma. Our Nominating

and Corporate Governance Committee reviews the Corporate Governance Guidelines periodically, and changes

are recommended to our Board of Directors as warranted. Our Corporate Governance Guidelines are available

on our Investor Relations website at investor.figma.com.

Code of Conduct

Our Board of Directors has adopted a Code of Conduct that applies to all of our employees, directors, and

contractors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial

officers. The full text of our Code of Conduct is posted on our Investor Relations website at investor.figma.com.

We intend to disclose future amendments to certain portions of our Code of Conduct or waivers of such

provisions granted to executive officers and directors on the same website, as permitted under applicable rules of

NYSE and the SEC.

Insider Trading Policy; Prohibition on Derivatives Trading and

Hedging

Our Board of Directors has adopted insider trading policies and procedures governing the purchase, sale, and

other dispositions of our securities by our employees, contractors, consultants, and directors, as well as any of

their immediate family members, people sharing their households, and anyone subject to their influence or

control, and by Figma itself, which we believe are reasonably designed to promote compliance with insider trading

laws, rules, and regulations, and applicable NYSE rules. A copy of our insider trading policy is filed as Exhibit

19.1 to the Annual Report.


Figma, Inc.	14	2026 Proxy Statement

Our insider trading policy prohibits (i) hedging or monetization transactions related to our common stock, including

through the use of zero cost collars and forward sale contracts, (ii) trading in derivative securities related to our

common stock, such as options or puts and calls, and (iii) short sales of our common stock. Investments in

exchange funds and pledges related to our common stock are prohibited unless approved by our General

Counsel.

Rule 10b5-1 Trading Plans

Our directors, executive officers, and members of our executive leadership team are required to use a trading

plan adopted pursuant to Rule 10b5-1 of the Exchange Act to conduct open market sales or purchases of our

securities; provided, however, that such persons may purchase our securities outside of a Rule 10b5-1 trading

plan upon pre-clearance. In accordance with Rule 10b5-1, insiders can adopt a prearranged stock trading plan at

a time when they are not aware of material nonpublic information about us, and thereafter trade shares of our

common stock pursuant to the terms of their trading plan without regard to whether or not they are in possession

of material nonpublic information about us at the time of the transaction. Under a Rule 10b5-1 trading plan, a

broker executes trades pursuant to parameters established by an individual when entering into the plan, without

further direction from the individual while the plan is in effect.


Figma, Inc.	15	2026 Proxy Statement

Proposal No. 1:

Election of Directors

Our Board of Directors currently consists of nine directors. Pursuant to the terms of our Certificate of

Incorporation, until the then-outstanding shares of our Class B common stock represents less than a majority of

the total voting power of all the then-outstanding shares of our capital stock, all directors will be elected for annual

terms following the expiration of their current terms. Mamoon Hamid is not standing for re-election at the Annual

Meeting. Effective as of immediately following the Annual Meeting, the number of authorized directors on our

Board of Directors will be decreased to eight. The Board of Directors thanks Mr. Hamid for his service and

contributions to Figma and the Board of Directors.

Nominees for Director

At the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors

proposes that each of Dylan Field, Kelly A. Kramer, John Lilly, William R. McDermott, Andrew Reed, Danny

Rimer, Lynn Vojvodich Radakovich, and Luis von Ahn be elected at the Annual Meeting with each to serve for a

one-year term expiring at our 2027 annual meeting of stockholders and until such director’s successor is duly

elected and qualified, or until such director’s earlier death, resignation, disqualification, or removal. Each of the

director nominees is a current director of our Board of Directors. For more information concerning the nominees,

see the section titled “Board of Directors and Corporate Governance—Nominees for Director.”

If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for

such substitute nominee as the proxy holders might determine. Each nominee has consented to being named in

this Proxy Statement and to serve if elected. Proxies may not be voted for more than eight directors. Stockholders

may not cumulate votes for the election of directors.

Vote Required

The election of directors requires a plurality of the votes cast by the holders of the shares of our common stock

present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon, which means that the

eight individuals nominated for election to our Board of Directors receiving the highest number of “FOR” votes will

be elected. Withhold votes and broker non-votes will have no effect on the outcome of this proposal. See the

section titled “Questions and Answers About the Proxy Materials and Our Annual Meeting” for additional

information.

Our Board of Directors recommends that you vote “FOR ALL” nominees in the election of directors.


Figma, Inc.	16	2026 Proxy Statement

Proposal No. 2:

Ratification of Appointment of Independent

Registered Public Accounting Firm

Our Audit Committee has selected Ernst & Young LLP as our independent registered public accounting firm to

perform the audit of our consolidated financial statements for the year ending December 31, 2026. Ernst & Young

LLP has served as our independent registered public accounting firm since 2019. At the Annual Meeting, our

stockholders are being asked to ratify the appointment of Ernst & Young LLP as our independent registered

public accounting firm for the year ending December 31, 2026. Although not required by applicable law or NYSE

rules, our Audit Committee is submitting the appointment of Ernst & Young LLP to our stockholders because we

value our stockholders’ views on our independent registered public accounting firm and as a matter of good

corporate governance. Representatives of Ernst & Young LLP will be present at the Annual Meeting and will have

an opportunity to make a statement at the Annual Meeting, if they desire to do so, and to respond to appropriate

questions. Notwithstanding the appointment of Ernst & Young LLP and even if our stockholders ratify the

appointment, our Audit Committee, in its sole discretion, may appoint another independent registered public

accounting firm at any time during our year ending December 31, 2026 if our Audit Committee believes that such

a change would be in the best interests of us and our stockholders.

In the event that Ernst & Young LLP is not ratified by our stockholders, the Audit Committee may reconsider its

selection of Ernst & Young LLP as our independent registered public accounting firm.

Independent Registered Public Accounting Firm Fees and Services

We regularly review the services and fees from our independent registered public accounting firm. These services

and fees are also reviewed with our Audit Committee.

In addition to performing the audit of our consolidated financial statements, Ernst & Young LLP provided various

other services during the years ended December 31, 2024 and 2025. Our Audit Committee has determined that

Ernst & Young LLP’s provision of these services, which are described below, does not impair Ernst & Young

LLP’s independence from us. During the years ended December 31, 2024 and 2025, fees for services provided

by Ernst & Young LLP were as follows (in thousands):


	2024 ($)	2025 ($)

Audit fees(1)	2,415	5,890
Audit-related fees(2)	242	11
Tax fees(3)	206	291
Other fees(4)	—	—
Total fees	2,863	6,192

__________________

(1)“Audit fees” include fees for audit services primarily related to the audit of our annual consolidated financial statements; audit services

related to our subsidiaries in connection with certain statutory filings; the review of our quarterly condensed consolidated financial

statements; comfort letters, consents and assistance with and services provided in connection with our initial public offering, which was

consummated in July 2025, such as a review of documents filed with the SEC, including our registration statement on Form S-1; and

other accounting and financial reporting consultation and research work billed as audit fees or necessary to comply with the standards of

the Public Company Accounting Oversight Board.


Figma, Inc.	17	2026 Proxy Statement

(2)“Audit-related fees” primarily consists of fees incurred for assurance and related services that were reasonably related to the performance

of the audit or review of our consolidated financial statements and which were not reported above under “Audit fees.”

(3)“Tax fees” include fees for tax compliance, planning, and advice. Tax advice fees encompass a variety of permissible tax services,

including technical tax advice related to federal and state income tax matters, assistance with sales tax, and assistance with tax audits.

(4)“Other fees” include fees for services other than the services reported in audit fees, audit-related fees, and tax fees.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit

Services of Independent Registered Public Accounting Firm

Our Audit Committee pre-approves all audit and permissible non-audit services provided by the independent

registered public accounting firm in order to ensure that the provision of such services does not impair the

independent registered public accounting firm’s independence. These services may include audit services, audit-

related services, tax services, and other services. Pre-approval may be given by our Audit Committee or its Chair,

other than with respect to pre-approval of annual audit services, which must be pre-approved by the Audit

Committee, provided that any services by our independent registered public accounting firm that are pre-

approved by the Chair of the Audit Committee must be reported to the Audit Committee at its next meeting.

All of the services relating to the fees described in the table above were approved in accordance with our Audit

Committee’s pre-approval policies and procedures.

Vote Required

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for

the year ending December 31, 2026 requires the affirmative vote of a majority of the votes cast affirmatively or

negatively on such matter by the holders of the shares of our common stock present virtually or represented by

proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have no effect on the outcome of this

proposal. Brokers will have discretionary authority to vote on this proposal since it is a “routine” matter, and,

accordingly, we do not expect any broker non-votes on this proposal. See the section titled “Questions and

Answers About the Proxy Materials and Our Annual Meeting” for additional information.

Our Board of Directors recommends that you vote “FOR” the ratification of the appointment of Ernst &

Young LLP as our independent registered public accounting firm for the year ending December 31, 2026.


Figma, Inc.	18	2026 Proxy Statement

Executive Officers

The following sets forth certain information regarding our executive officers as of March 31, 2026. Our executive

officers are appointed by, and serve at the discretion of, our Board of Directors.


Name	Age	Position

Dylan Field	34	Chair of our Board of Directors, Chief Executive Officer, and President
Praveer Melwani	35	Chief Financial Officer
Brendan Mulligan	42	General Counsel and Secretary
Kris Rasmussen	43	Chief Technology Officer
Shaunt Voskanian	43	Chief Revenue Officer

Dylan Field’s biography is set forth above in the section titled “Board of Directors and Corporate Governance—

Nominees for Director.”

Praveer Melwani has served as our Chief Financial Officer since March 2022 and Treasurer since February

2024. Mr. Melwani previously served as our Head of Business Operations and Finance from July 2017 to March

2022. Mr. Melwani previously held positions in Business Operations at NerdWallet, Inc., a financial technology

company, from September 2016 to June 2017, in Strategic Finance at Dropbox, Inc., a cloud-based data

technology platform, from February 2014 to September 2016, and in investment banking at Union Square

Advisors, an investment bank, from July 2012 to January 2014. Mr. Melwani holds a B.A. in Business

Administration from Ivey Business School at Western University.

Brendan Mulligan has served as our General Counsel and Secretary since February 2024. Mr. Mulligan

previously served as our VP of Legal from April 2022 to January 2024 and as our Director of Legal from July 2019

to March 2022. Prior to that, Mr. Mulligan held legal positions of increasing responsibility at Uber Technologies,

Inc., a technology platform company, from September 2014 to July 2019. From November 2010 to September

2014, Mr. Mulligan served as an Associate at Morrison & Foerster LLP, a global law firm. Mr. Mulligan holds a

J.D. from Columbia Law School and a B.S. in Animal Physiology and Neuroscience from the University of

California, San Diego.

Kris Rasmussen has served as our Chief Technology Officer since March 2022. Mr. Rasmussen previously

served as our Vice President of Engineering from April 2017 to March 2022. Prior to that, Mr. Rasmussen served

as an Engineering Lead at Asana, Inc., a software development company, from April 2010 to June 2013, as Co-

Founder of RivalSoft Inc., a business-to-business mobile application company, from February 2007 to June 2010

and as Chief Architect at Aptana, Inc., a web application company, from August 2008 to April 2010. Mr.

Rasmussen holds a B.A. in Computer Science from the University of California, Los Angeles.

Shaunt Voskanian has served as our Chief Revenue Officer since October 2021. From January 2018 to October

2021, Mr. Voskanian served in various sales leadership roles at Datadog, Inc., a cloud technology company,

including as Senior Vice President of Global Sales from January 2021 to October 2021, Vice President of Sales,

America and EMEA, from January 2020 to January 2021, and as Vice President of Sales, Americas, from

January 2018 to January 2020. From August 2014 to January 2018, Mr. Voskanian served in various sales roles

at Oracle Corporation, a computer technology company. His prior experience also includes sales roles at Google

Inc., a technology company, Citrix Systems, Inc., a computer technology company, and Experian plc, a data

analytics and consumer credit reporting company. Mr. Voskanian holds a B.S. in Communications from Boston

University.


Figma, Inc.	19	2026 Proxy Statement

Executive Compensation

Named Executive Officers

Our named executive officers, consisting of our principal executive officer and the next two most highly

compensated executive officers, for the year ended December 31, 2025, were:

•Dylan Field, Chair of our Board of Directors, Chief Executive Officer, and President;

•Kris Rasmussen, Chief Technology Officer; and

•Shaunt Voskanian, Chief Revenue Officer.

SEC Form DEF 14A filed by Figma Inc.