hims-20250425

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 (Amendment No. )

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

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☐			Preliminary Proxy Statement
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☒			Definitive Proxy Statement
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☐			Soliciting Material under §240.14a-12



HIMS & HERS HEALTH, INC.
(Name of Registrant as Specified In Its Charter)

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

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☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) below per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 25, 2025

Dear stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the ‘‘Annual Meeting’’ or the ‘‘2025 Annual Meeting’’) of Hims & Hers Health, Inc., a Delaware corporation (‘‘Hims & Hers,’’ the ‘‘Company,’’ ‘‘we,’’ ‘‘us,’’ or ‘‘our’’), which will be held on Thursday, June 12, 2025 at 11:00 a.m. Pacific Time. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/HIMS2025. We believe a virtual meeting provides expanded access, improves communication, enables increased stockholder attendance and participation, and provides cost savings for our stockholders and the Company.

The enclosed Notice of 2025 Annual Meeting of Stockholders and proxy statement includes details regarding admission and describes the proposals to be considered and voted upon at the Annual Meeting. We encourage you to read this information carefully.

Your vote is important. We hope you plan to virtually attend the Annual Meeting, but whether or not you plan to virtually attend the Annual Meeting, we hope you will vote as soon as possible. To ensure that your vote will be received and counted, please vote online, by telephone or by mailing your proxy card, in each case by following the instructions included with the proxy card. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions using one of these voting options.

On behalf of the Board of Directors and senior management, I would like to express our appreciation for your continued support and interest in Hims & Hers.

Very truly yours,

Andrew Dudum
Chief Executive Officer, Director and Chairman of the Board

Notice of 2025 Annual
Meeting of Stockholders

Date

Thursday, June 12, 2025

Time

11:00 a.m. Pacific Time.

Place

Virtually by visiting www.virtualshareholdermeeting.com/HIMS2025.

Record Date

Stockholders of record as of the close of business on April 14, 2025 are entitled to vote.

Items of Business


1			To elect the ten director nominees to serve until the 2026 annual meeting of stockholders;
2			To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;
3			To approve, on an advisory basis, the compensation of our named executive officers; and
4			To transact such other business as may properly come before the Annual Meeting or any continuation or adjournment thereof.

Adjournments and Postponements

Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

Voting

If you have any questions regarding this information or the proxy materials, please visit the investor relations section of our website at https://investors.forhims.com or contact our investor relations department at investors@forhims.com.

By Order of the Board of Directors


			Soleil Boughton Chief Legal Officer and Corporate Secretary			San Francisco, California April 25, 2025



			Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 12, 2025: This notice of Annual Meeting, proxy statement and accompanying form of proxy card are being made available on or about April 25, 2025. This proxy statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and the proxy card are available free of charge at www.proxyvote.com.

The Board of Directors recommends that you vote ‘‘FOR’’ the election of all nominees for director in Proposal No. 1, ‘‘FOR’’ Proposal No. 2, and ‘‘FOR’’ Proposal No. 3.

Special Note Regarding Forward-Looking Statements

This proxy statement includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the ‘‘Securities Act’’) and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can be identified by the use of forward-looking terminology, including the words ‘‘believe,’’ ‘‘estimate,’’ ‘‘anticipate,’’ ‘‘expect,’’ ‘‘assume,’’ ‘‘imply,’’ ‘‘intend,’’ ‘‘plan,’’ ‘‘may,’’ ‘‘will,’’ ‘‘potential,’’ ‘‘project,’’ ‘‘predict,’’ ‘‘continue,’’ ‘‘could,’’ or ‘‘should,’’ or, in each case, their plural, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our expected future financial and business performance; our market opportunity; the administration of our risk oversight; and the design of our compensation programs. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the ‘‘Risk Factors’’ section of our most recently filed Annual Report on Form 10-K. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Table of Contents


Proxy Summary			1
Directors and Executive Officers			4
Corporate Governance and Board Matters			12
Security Ownership of Certain Beneficial Owners and Management			20
Certain Relationships and Related Party Transactions			23
Compensation Discussion and Analysis			24
Director Compensation			51
Equity Compensation Plan Information			53
Pay Versus Performance Disclosure			54
CEO Pay Ratio			60
Independent Registered Public Accounting Firm			61
Report of the Audit Committee of the Board of Directors			62
Proposal 1 – Election of Directors			64
Proposal 2 – Ratification of Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024			66
Proposal 3 – Non-binding Advisory Vote on Executive Compensation			67
Additional Information			68
Appendix A			A-1


			1

Proxy Summary

Meeting Details

Date

Thursday, June 12, 2025

Time

11:00 a.m. Pacific Time

Place

Virtually by visiting www.virtualshareholdermeeting.com/HIMS2025

Record Date

Stockholders of record as of the close of business on April 14, 2025 are entitled to vote.

How to Vote


Online You may vote online by logging in at www.proxyvote.com and following the instructions for internet voting on the proxy card or on the instructions that accompanied your proxy materials. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on June 11, 2025.									Phone You may vote by telephone by dialing 1-800-690-6903 and following the instructions for voting by phone on the proxy card that may be mailed to you. Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on June 11, 2025.


Mail If a proxy card is mailed to you, you may vote by completing, signing and dating the proxy card and returning it in the envelope provided.									At the Meeting You may vote electronically at the Annual Meeting by going to www.virtualshareholdermeeting.com/HIMS2025 and using your unique control number that you received in the mail to log in.

Voting Recommendations


Proposals		Board Recommendation	Page Reference

1	To elect the ten director nominees to serve until the 2026 annual meeting of stockholders;	FOR each nominee	64
2	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and	FOR	66
3	To approve, on an advisory basis, the compensation of our named executive officers	FOR	67


2			PROXY SUMMARY

Directors

The following current directors are nominated for election at the 2025 annual meeting, with their skills and experience below.

Committees

Name

Age

Position(s)
with Hims & Hers

Independent

Audit

Compensation

Nominating & Corporate Governance

Risk

Andrew Dudum

Chief Executive Officer, Director and Chairman

Chair

Deb Autor

Director

Patrick Carroll, M.D.

Chief Medical Officer and Director

Delos Cosgrove, M.D.

Director

Anja Manuel

Director

Christopher Payne

Director

Chair

Christiane Pendarvis

Director

Andrea Perez

Director

Chair

Kåre Schultz

Director

David Wells

Lead Independent Director

Chair

Andrew Dudum

Deb Autor

Patrick Carroll

Delos Cosgrove

Anja Manuel

Christopher Payne

Andrea Perez

Christiane Pendarvis

Kåre Schultz

David Wells

C-Suite / Strategic Leadership Experience

Healthcare Industry

Medical Expertise

FDA and/or Pharmaceutical Expertise

IT/Cybersecurity Insight

Operations Experience

Finance/Accounting Acumen

Legal, Regulatory, and/or Public Policy Expertise

M&A/Integrations and Capital Markets Experience

Public Company Board Experience

Brand/Marketing Expertise

Direct to Consumer / Digital Commerce Experience

International Experience

t denotes Financial Expertise/SOX


PROXY SUMMARY			3

Business Highlights

Our total FY 2024

revenue was

$1.5B

Our total Subscribers(1) at year-end FY 2024 were 2.2M

Our net income (loss) for

FY 2024 was

$126.0M

69% YoY

45% YoY

$(23.5)M FY 2023

Our Adjusted EBITDA(2) for FY 2024 was

$176.9M

Our operating cash flow for FY 2024 was

$251.1M

Our Free Cash Flow(2) for FY 2024 was

$198.3M

$49.5M FY 2023

$73.5M FY 2023

$47.0M FY 2023

(1)“Subscribers” are customers who have one or more “Subscriptions” pursuant to which they have agreed to be automatically billed on a recurring basis at a defined cadence. The Subscription billing cadence is typically defined as a number of days (for example, billed every 30 days or every 90 days), which are excluded from our reporting when payment has not occurred at the contracted billing cadence. Subscribers can cancel or snooze Subscriptions in between billing periods to stop receiving additional products and/or services and can reactivate Subscriptions to continue receiving additional products and/or services.

(2)Adjusted EBITDA and Free Cash Flow are non-GAAP financial measures. A reconciliation of these non-GAAP financial measures to their most comparable financial measures under generally accepted accounting principles in the United States (“U.S. GAAP”), is provided in Annex A to this proxy statement.


4

Directors and Executive Officers

Our directors and executive officers, and certain information about each of them as of April 25, 2025, are set forth below.

Our Executive Officers


Age: 36 Chief Executive Officer, Director, Chairman of the Board, and Chair, Nominating and Corporate Governance Committee						Andrew Dudum Mr. Dudum has served as our Chief Executive Officer and Chairman of our Board of Directors since the consummation of the business combination that resulted in Hims & Hers becoming a publicly traded company (the “Business Combination”). He is our co-founder and has been the Chief Executive Officer and a director of Hims, Inc. since September 2016. Mr. Dudum is a co-founder of startup studio and investment fund Atomic Labs, LLC, since 2013, where he has co-founded over a dozen companies including Bungalow, Homebound, TalkIQ, and Terminal. He is a serial founder, active angel investor and advisor to various startup companies, including Cherubic Ventures, a China and U.S. based early-stage venture capital firm. Mr. Dudum received a B.A. in Management and Economics from the Wharton School at the University of Pennsylvania. We believe Mr. Dudum is qualified to serve on our Board of Directors due to his experience as our co-founder and Chief Executive Officer, as well as his expertise as a venture capital investor and advisor.


Age: 39 Chief Financial Officer						Yemi Okupe Mr. Okupe joined the Company as our Chief Financial Officer in January 2022. Prior to joining the Company, Mr. Okupe served as Chief Financial Officer of Hipcamp from June 2021 to January 2022. He served as Divisional CFO, Mobility of Uber from March 2020 to June 2021 and as Divisional CFO, Uber Eats from June 2019 to March 2020. Previously, Mr. Okupe served as Divisional CFO for Braintree Payment Solutions LLC, a division of PayPal, from March 2017 to June 2019 and as Head of Financial Planning and Analysis, Braintree from April 2016 to March 2017. Prior to that, Mr. Okupe was Finance Lead, Google Commerce at Google from 2014 to 2016 and served in various finance roles at eBay and PayPal, a division of eBay, from 2011 to 2014. Mr. Okupe is a Chartered Financial Analyst® charterholder and is also licensed as a Certified Public Accountant in Illinois. He holds an M.B.A. from Stanford University Graduate School of Business and a bachelor’s degree in civil engineering from the University of California, Davis.


DIRECTORS AND EXECUTIVE OFFICERS			5


Age: 47 Chief Operating Officer						Melissa Baird Ms. Baird has served as our Chief Operating Officer since the consummation of the Business Combination and has held the same role at Hims, Inc. since February 2018. Ms. Baird brings more than a dozen years of operations and technology management in the consumer space as well as over 10 years of scientific research experience. Prior to serving as our Chief Operating Officer, from July 2016 to January 2018 Ms. Baird was Vice President of Systems and Procedures for Draper James. From December 2015 to July 2016, Ms. Baird served as the General Manager of Onefinestay. Prior to that, Ms. Baird was with Bonobos from September 2013 to November 2015, ultimately serving as the Vice President of Operations and Product Management. From May 2011 to September 2013, Ms. Baird served as the Product Manager of Supply Chain Operations for Zulily, with responsibility for bringing Zulily’s fulfillment operations in-house and scaling operations through technology programs. Previously, Ms. Baird held a variety of scientific research roles at the University of Washington and the National Oceanic and Atmospheric Administration, ranging from Lab Technician to Geneticist. Ms. Baird obtained a B.S. in Biological Sciences from the University of Missouri.


Age: 47 Chief Legal Officer						Soleil Boughton Ms. Boughton has served as our Chief Legal Officer and Corporate Secretary since the consummation of the Business Combination. Ms. Boughton joined Hims, Inc. in October 2018 to oversee the company’s legal department and public policy activities. Ms. Boughton brings over 20 years of healthcare law experience to the Company, and has represented digital health companies, hospitals, health systems and other healthcare and life sciences companies across all aspects of a company’s life cycle. Ms. Boughton was in-house healthcare counsel for Google’s Cloud Healthcare & Life Sciences from October 2017 to October 2018. Ms. Boughton was a Partner in the Healthcare & Life Sciences group of Jones Day from January 2015 to October 2017, where she primarily represented direct-to-consumer telehealth and other digital health companies. Ms. Boughton previously served as a member of the board of directors of CaringBridge, a 501(c)(3) nonprofit organization. Ms. Boughton obtained a B.A. from Pomona College and a J.D. from the UCLA School of Law.


6			DIRECTORS AND EXECUTIVE OFFICERS


Age: 45 Chief Commercial Officer						Mike Chi Mr. Chi is our Chief Commercial Officer and joined Hims & Hers in April 2021. He oversees marketing, product management, category management and international. Mr Chi brings over 20 years of experience in consumer internet across growth marketing, brand positioning, product management, merchandising and strategy. Prior to joining Hims & Hers, Mr. Chi was the Chief Marketing Officer at Zola, a suite of digital wedding planning tools, from June 2017 through April 2021, where he led all aspects of the company’s marketing, creative and communications as well as acting as GM for the company’s planning tools. He was Vice President of Marketing and Ecommerce for INTERMIX, a women’s luxury fashion retailer, from September 2015 through June 2017, leading marketing, creative, product management and e-commerce operations. Mr. Chi was also SVP, General Manager Women’s at Gilt Groupe, an online shopping and lifestyle company, from October 2010 through September 2015. Prior to his tenure at Gilt, Mr. Chi served in various roles at Boston Consulting Group, the Children’s Place and Gap Inc. He holds an M.B.A. from Columbia Business School and a B.A. from Brown University.


Age: 67 Chief Medical Officer and Director						Patrick Carroll, M.D. Dr. Carroll joined our Board of Directors in February 2022 and is currently our Chief Medical Officer, a role he re-joined in December 2022, after having served in the same role at Hims & Hers from the consummation of the Business Combination through January 2022 and at Hims, Inc. from June 2019 through January 2021. In this role, he oversees all matters pertaining to provision of care, clinical outcomes, patient safety, healthcare information systems and strategic initiatives and programs that enhance the Hims & Hers care model. Prior to rejoining Hims & Hers, he was the Chief Medical Officer of Vida Health, a virtual care company designed to treat mental and physical conditions together, from February 2022 through October 2022, and for WHOOP, a health and fitness wearables company, from October 2022 through December 2022. Dr. Carroll was the Group Vice President and Chief Medical Officer of Walgreens from May 2014 to June 2019. Prior to joining Walgreens, Dr. Carroll served in various roles at Integrated Care Partners, Hartford HealthCare and Granite Medical Group. Dr. Carroll received his bachelor’s degree from the College of the Holy Cross and his medical degree from Dartmouth Medical School. Dr. Carroll is Board Certified in Family Practice and in Adolescent Medicine. We believe Dr. Carroll is qualified to serve on our Board of Directors given his significant medical experience and experience working in management and advisory roles.


DIRECTORS AND EXECUTIVE OFFICERS			7

Our Non-Employee Directors


Age: 58 Director Risk Committee						Deb Autor Ms. Autor has served on our Board of Directors since November 2024. She has served as CEO of Autor Strategies LLC, a strategic health care consulting firm, since January 2022, and as CEO of Healthcare innovation Catalysts,a medical products innovation consulting firm, since January 2024. She has also served as a director for Amneal Pharmaceuticals, Inc., a generics and specialty pharmaceutical company, since July 2022, and chair of the board of the FDA Alumni Association since May 2019. Ms. Autor has also served as a Scientific Advisory Council Member of the Centre for Innovation in Regulatory Science and as a Board Member of the Antimicrobial Resistance Industry Alliance, the United States Pharmacopoeia Quality Institute, and the Parenteral Drug Association. From 2019 to 2021, Ms. Autor was Global Head of Regulatory Excellence at AstraZeneca, where she led regulatory operations, policy and intelligence for AstraZeneca submissions globally. Before joining AstraZeneca, Ms. Autor served at Mylan N.V. from 2013 to 2019, where she was Head of Strategic Global Quality and Regulatory Policy and Head of Global Quality. Ms. Autor was a senior leader at FDA from 2001 to 2013, most recently as Deputy Commissioner for Global Regulatory Operations and Policy where she oversaw all FDA inspections, criminal investigations and international operations for human and veterinary drugs, biologics, medical devices, tobacco and food. Before that, Ms. Autor served as Director of the Office of Compliance of the Center for Drug Evaluation and Research, leading enforcement and policy making for compliance with all drug requirements, including drug approval, current good manufacturing practices (GMP), human subject protection and bioresearch monitoring (GCP), import and export, and recalls. Before joining FDA, Ms. Autor was a Trial Attorney in the Office of Consumer Litigation of the U.S. Department of Justice, where she litigated civil and criminal cases on behalf of FDA. She served as a director for Pardes BioSciences, Inc. from July 2021 through August 2023. Ms. Autor received a Juris Doctor, Magna Cum Laude, from Boston University School of Law and a Bachelor of Arts in Psychology from Columbia University, Barnard College. We believe Ms. Autor is qualified to serve on our Board of Directors because of her vast experience in pharmaceutical quality and regulatory compliance, including through leadership positions at the FDA.


8			DIRECTORS AND EXECUTIVE OFFICERS


Age: 84 Director						Delos Cosgrove, M.D. Dr. Cosgrove has served on our Board of Directors since the consummation of the Business Combination. Dr. Cosgrove was a board observer for Hims, Inc. from October 2019 until formally becoming a member of our Board of Directors in September 2020. Dr. Cosgrove has served as an Executive Advisor for The Cleveland Clinic since December 2017, where he was the President and Chief Executive Officer from January 2004 through December 2017. He has served as a director of American Well Corp. (Amwell), a telemedicine company, since 2019, and was a director of View, Inc., glass-manufacturing company specializing in the production of smart glass, from March 2021 through August 2024. He also currently serves as a member of the board of directors of several privately held companies. Dr. Cosgrove obtained a B.A. in Biology from Williams College and an M.D. from University of Virginia School of Medicine. He served as Chief of USAF in the Casualty Staging Flight in Da Nang, Republic of Vietnam, and as a surgeon at Hamilton AFB in California. He also received medical training at various hospitals in the U.S. and abroad. We believe Dr. Cosgrove is qualified to serve on our Board of Directors because of his significant medical training and experience in management and advisory roles.


Age: 50 Director Audit Committee Risk Committee						Anja Manuel Ms. Manuel joined our Board of Directors in April 2024. Ms. Manuel is the co-founder of and a partner in Rice, Hadley, Gates & Manuel LLC, a strategic consulting firm founded in 2009 that helps US companies navigate international regulatory issues and expand into international markets. She has also served as the Executive Director of the Aspen Strategy Group and Aspen Security Forum, a premier bi-partisan forum on foreign policy in the U.S, since January 2022. She previously served as an official in the U.S. State Department, as an attorney at WilmerHale, and as an investment banker at Salomon Brothers. Ms. Manuel lectured and was a research affiliate at Stanford University from 2009 to 2019 and 2024 through the present, teaching courses on U.S. Foreign Policy in Asia and Technology Policy. She is the author of the critically acclaimed book “This Brave New World: India, China and the United States,” published by Simon and Schuster in 2016, and numerous articles and papers. Ms. Manuel served as a member of the board of directors of Overseas Shipping Group, Inc., a publicly traded transportation company, from June 2017 to June 2023. She currently serves on the board of directors of Ripple Labs, Inc., a privately held blockchain payments company, since August 2017 and is a member of several advisory boards of private companies, foundations and governmental entities, including the U.S. Defense Department Policy Board. Ms. Manuel received an MA and BA in International Policy Studies from Stanford University and a J.D. from Harvard Law School. We believe Ms. Manuel is qualified to serve on our Board of Directors because of her extensive experience in government relations and regulatory matters, foreign policy, technology policy, international markets, and governance matters.


DIRECTORS AND EXECUTIVE OFFICERS			9


Age: 56 Director Chair, Risk Committee Compensation Committee Nominating and Corporate Governance Committee						Christopher Payne Mr. Payne joined our Board of Directors in March 2024. He is currently a strategic advisor for DoorDash, Inc. and served as President and Chief Operating Officer of DoorDash from January 2016 through March 2023. He was the Chief Executive Officer of Tinder, Inc. from March to September 2015. From September 2010 through December 2014, Mr. Payne served as Senior Vice President, North American Marketplaces of eBay Inc. He was also the founder and Chief Executive Officer of Positronic, Inc. from July 2007 through December 2008 (when it was acquired by eBay Inc.). He also served in various management level roles at Microsoft and Amazon from 1998 to 2007. Mr. Payne has been a director of Gogo Inc., provider of in-flight broadband Internet service and other connectivity services for business aircraft, since 2014 and serves on its nominating and corporate governance committee. He has also served as a director of Robinhood Markets, Inc., an online brokerage, since December 2024 and is a member of the audit committee. Mr. Payne also was on the board of directors of Rue La La from July 2011 to October 2013. Mr. Payne holds a B.A. in U.S. History from Dartmouth College. We believe Mr. Payne’s extensive operational and management experience across the technology industry, as well as his public company management and board experience, make Mr. Payne a valuable addition to our Board of Directors.


Age: 55 Director Audit Committee						Christiane Pendarvis Ms. Pendarvis joined our Board of Directors in February 2023. She is currently the Co-Chief Executive Officer of PATTERN Beauty, a consumer retail hair care company with products designed for curly, coily and tight-textured hair. Prior to joining PATTERN, from January 2020 to June 2023, she served as Co-President/Chief Merchandising & Design Officer for Savage X Fenty, a direct-to-consumer (DTC) intimate apparel, loungewear and activewear brand serving men and women. She was SVP, E-commerce and Marketplaces for FullBeauty Brands, a multi-brand DTC retailer serving the women’s plus size and men’s big and tall market, from April 2018 to Jan 2020. Prior to her tenure at FullBeauty, she held various leadership roles at Charming Charlie, Minted, Gap Inc., American Eagle and Victoria’s Secret. She has been a board member of Hootsuite, a privately-held social media management platform, since October 2021, where she is chair of the Governance and Nomination Committee and a member of the Audit Committee. Ms. Pendarvis holds a B.A. in Economics from Harvard University and an M.B.A. from UNC Kenan-Flagler Business School. We believe Ms. Pendarvis’ extensive experience building brands and scaling operations for consumer retail and DTC companies make Ms. Pendarvis a valuable addition to our Board of Directors.


10			DIRECTORS AND EXECUTIVE OFFICERS


Age: 44 Director Chair, Compensation Committee						Andrea Perez Ms. Perez joined our Board of Directors in March 2021. Ms. Perez was the Senior Vice President of Brand, Products and Services Marketing of Sony Interactive Entertainment from September 2022 to April 2024. She was previously the Global Vice President and General Manager for Brand Jordan’s Women’s Division at Nike, a position she held from October 2017 through September 2022. During her tenure at Nike, she held several positions, including VP/GM for Jordan Kids; General Manager for North America Soccer from November; and Senior Brand Director for Global Football (soccer) and Global Brand Director for Tennis. Ms. Perez was a co-founder of the Women of Nike employee group, and served as chair of the governance committee for the Women’s Sport Foundation. She also serves on several advisory boards for national and global start-ups in the services and technology sector. Ms. Perez received a B.A. in Marketing from Tecnologico de Monterrey and an M.B.A. from Dartmouth’s Tuck School of Business, with a Julia Stell Award for Outstanding Leadership. We believe Ms. Perez is qualified to serve on our Board of Directors given her experience at high profile consumer brands and her years of leadership experience running a division focused on women’s products.


Age: 63 Director Risk Committee						Kåre Schultz Mr. Schultz has served on our Board of Directors since July 2024. From November 2017 to January 2023, Mr. Schultz served as Chief Executive Officer and a director of Teva Pharmaceutical Industries Ltd. From 2015 to October 2017, Mr. Schultz served as the President and Chief Executive Officer of H. Lundbeck A/S. Prior to joining Lundbeck, Mr. Schultz worked for nearly three decades at Novo Nordisk, where he served in a number of leadership roles, including Chief Operating Officer, Vice President in Product Supply and Director of Product Planning and Customer Services in the Diabetes Care Division, and he played a major role in modernizing the company’s large scale biologic production and leading the company’s expansion into the US and Chinese markets. In addition to his time at Novo Nordisk, Mr. Schultz has held positions at McKinsey and Andersen Consulting. In these roles, he developed a unique global perspective on the healthcare and pharmaceutical industries, expanded his deep financial acumen, demonstrated a commitment to strong compliance principles and enforcement and oversaw business operations and teams across Europe and North America and the Middle East. He has served as a director, board chair and audit committee member of Azelis Holding S.A., a specialty chemical supplier, since June 2024. He previously served as a director of International Flavors & Fragrances, Inc., a global leader in flavors, fragrances, food ingredients and health and biosciences, from February 2021 through March 2023. He holds a master’s degree in Economics from the University of Copenhagen. We believe Mr. Schultz is qualified to serve on our Board of Directors because of his deep experience in the pharmaceutical industry, including various leadership roles across major companies.


DIRECTORS AND EXECUTIVE OFFICERS			11


Age: 53 Lead Independent Director Chair, Audit Committee Nominating and Corporate Governance Committee Risk Committee						David Wells Mr. Wells has served on our Board of Directors since the consummation of the Business Combination and served on the Board of Directors of Hims, Inc. from September 2020 through January 2021. Mr. Wells is considered an audit committee financial expert, having served as a public company Chief Financial Officer and audit committee chair. He most recently served as the Chief Financial Officer of Netflix from December 2010 to January 2019. During his time at Netflix, Mr. Wells served as overall head of Financial Planning & Analysis and spent two years, from July 2015 to July 2017, in the Netherlands as part of the build-up of Netflix’s European operations. Since 2015, he has served on the board of directors of Trade Desk, Inc., a public company that provides a technology platform for advertising buyers, and is the audit committee chair and a member of its compensation committee. Mr. Wells has served as a board member of Wise PLC, a company specializing in instant cross-border money transfer, since 2019, where he is Chair of the Board (formerly Senior Independent Director) and has served on the Audit & Risk and the Remuneration (Compensation) Committees. Mr. Wells received a B.S. in Commerce and English from the University of Virginia and an M.B.S./M.P.P. Magna Cum Laude from the University of Chicago. We believe Mr. Wells is qualified to serve on our Board of Directors because of his experience as a public company Chief Financial Officer and financial expertise.


12

Corporate Governance and
Board Matters

Controlled Company Exemption

We are a ‘‘controlled company’’ within the meaning of the corporate governance standards of the New York Stock Exchange (“NYSE”) because Mr. Dudum beneficially owns shares of our Class A Common Stock and Class V Common Stock representing more than 50% of the total voting power of the outstanding shares of our capital stock. As a ‘‘controlled company,’’ we may elect not to comply with the following NYSE rules regarding corporate governance:

•the requirement that a majority of our Board consist of independent directors;

•the requirement to have a nominating and corporate governance committee composed entirely of independent directors and a written charter addressing the committee’s purpose and responsibilities;

•the requirement to have a compensation committee composed entirely of independent directors and a written charter addressing the committee’s purpose and responsibilities; and

•the requirement of an annual performance evaluation of the nominating and corporate governance and compensation committees.

We may elect to utilize one or more of these exemptions for so long as we remain a ‘‘controlled company.’’ Notwithstanding the availability of these exemptions, our Board currently consists of a majority of directors who qualify as ‘‘independent’’ under the rules of the NYSE. Additionally, as described below, we maintain both an audit committee and a compensation committee that consist entirely of independent directors and conduct an annual performance evaluation of each of these committees. Our board of directors recently formed a nominating and corporate governance committee and intends to conduct an annual performance evaluation of this committee.

Independence of the Board of Directors

Under our Corporate Governance Guidelines and the NYSE rules, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with us or any of our subsidiaries and that the NYSE’s per se bars to determining a director independent have not been triggered.

Our Board has undertaken a review of its composition, the composition of its committees and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that none of Ms. Autor, Dr. Cosgrove, Ms. Manuel, Mr. Payne, Ms. Pendarvis, Ms. Perez, Mr. Schultz or Mr. Wells has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors qualifies as ‘‘independent’’ as that term is defined under the rules of the NYSE. In making these determinations, our Board considered the relationships that each non-employee director has with us (including Ms. Autor’s consulting agreement with us) and all other facts and circumstances the Board deemed relevant in determining their independence, including the director’s beneficial ownership of our Class A common stock.


CORPORATE GOVERNANCE AND BOARD MATTERS			13

Board Leadership Structure

Our Corporate Governance Guidelines provide that the Board may separate or combine the roles of the Chairman of the Board and Chief Executive Officer when and if it deems advisable and in the best interest of the Company and its stockholders to do so. Currently, the roles are combined, with Mr. Dudum serving as Chief Executive Officer and Chairman of our Board. The Board periodically reviews our leadership structure and may make such changes in the future as it deems appropriate and in the best interests of the Company and its stockholders.

Our Corporate Governance Guidelines further provide that, if the Chairman of the Board does not qualify as independent, the Board will appoint an independent director as the ‘‘Lead Independent Director’’ to facilitate communications among management, the independent directors, and the Chairman of the Board. The Lead Independent Director’s responsibilities include actively participating in setting agendas for Board meetings, presiding at executive sessions of the Board, and performing such other duties as specified by the Board. Mr. Wells currently serves as our Lead Independent Director.

Information Regarding the Board and its Committees

The Board of Directors has four standing committees: an audit committee, a compensation committee, a nominating and corporate governance committee, and a risk committee. Our Board may establish other committees to facilitate the management of our business. Our Board and its committees set schedules for meetings throughout the year and can also act by written consent from time to time, as appropriate. Our Board delegates various responsibilities and authority to its committees as generally described below. The committees regularly report on their activities and actions to the full Board. Each member of the audit committee and compensation committee qualifies as an independent director in accordance with the listing standards of the NYSE. Each committee has a written charter that has been approved by the full Board. Members serve on these committees until their resignation or until otherwise determined by our Board.

The charters for our audit committee, compensation committee, and nominating and corporate governance committee can be found in the investor relations section of our website at https://investors.forhims.com/governance. Below is a description of each committee of our Board.

Audit Committee

The members of our audit committee are David Wells (chair), Anja Manuel and Christiane Pendarvis. Our Board has determined that each of our audit committee members is independent under the rules and regulations of the SEC and the NYSE listing standards applicable to audit committee members. Our Board has determined that each of our audit committee members is financially literate and that Mr. Wells qualifies as an audit committee financial expert within the meaning of SEC regulations and has accounting or related financial management expertise under the NYSE listing standards.

The audit committee meets at least quarterly, generally in connection with regularly scheduled Board meetings, and may otherwise meet at such times and places as the committee determines. The agenda for each meeting is usually developed by the chair of the audit committee, in consultation with the Chief Executive Officer, Chief Financial Officer, and Chief Legal Officer. The audit committee meets regularly in executive session.

Our audit committee assists the Board with its oversight of the following: the integrity of our financial statements; our compliance with legal and regulatory requirements; the qualifications, independence, and performance of the independent registered public accounting firm; and the design and implementation of our internal audit function and certain risk assessment and risk management, including the review of our cybersecurity and other information technology risks, controls and procedures, including our plans to mitigate and respond to cybersecurity risks or breaches. Among other things, our audit committee is responsible for reviewing and discussing with our management the adequacy and effectiveness of our disclosure controls and procedures and our internal controls. The audit committee also discusses with our management and independent registered public accounting firm the annual audit plan and scope of audit activities, scope and timing of the annual audit of our financial statements, and the results of the audit, quarterly reviews of our financial statements and, as appropriate, initiates inquiries into certain aspects of our financial affairs. Our audit committee is responsible for establishing and overseeing procedures for the receipt, retention, and treatment of any complaints regarding accounting, internal accounting controls or auditing matters, as well as for the confidential and anonymous submissions by our employees of concerns regarding questionable accounting or auditing matters. In addition, our


14			CORPORATE GOVERNANCE AND BOARD MATTERS

audit committee has direct responsibility for the appointment, compensation, retention, and oversight of the work of our independent registered public accounting firm. Our audit committee has sole authority to approve the hiring and discharging of our independent registered public accounting firm, all audit engagement terms and fees, and all permissible non-audit engagements with the independent auditor. Our audit committee reviews and oversees all Related Person Transactions in accordance with our policies and procedures.

Compensation Committee

The members of our compensation committee are Andrea Perez (chair) and Christopher Payne. Our Board has determined that each member of our compensation committee is independent under the rules and regulations of the SEC and the NYSE listing standards applicable to compensation committee members. Our compensation committee assists the Board in discharging certain of its responsibilities with respect to compensating our executive officers, and the administration and review of our incentive plans for employee and other service providers, including our equity incentive plans, and certain other matters related to our compensation programs. The compensation committee reviews and approves the form and amount of compensation awarded to the Chief Executive Officer, and in consultation with the Chief Executive Officer, to all other Section 16 officers. The compensation committee also recommends to our Board the form and amount of cash- and equity-based and other compensation to be paid to the members of the Board.

The compensation committee meets at least quarterly, generally in connection with regularly scheduled Board meetings, and may otherwise meet at such times and places as the committee determines. The agenda for each meeting is usually developed by the chair of the compensation committee, in consultation with the Chief Executive Officer and Chief Legal Officer. The compensation committee meets regularly in executive session. From time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the compensation committee to make presentations, provide financial or other background information or advice or otherwise participate in compensation committee meetings. The Chief Executive Officer may not be present during voting or deliberations of the compensation committee regarding his compensation.

The compensation committee has the authority, in its sole discretion, to retain or obtain the advice of compensation consultants, legal counsel, or other advisors of its choosing, and the Company must provide for appropriate funding for payment of reasonable fees to any such advisor retained by the committee. The compensation committee has direct responsibility for the appointment, compensation and oversight of the work of any such advisors engaged for the purpose of advising the committee. Under its charter, the compensation committee may select, or receive advice from, a compensation consultant, legal counsel or other advisor to the compensation committee, other than in-house legal counsel and certain other types of advisors, only after taking into consideration six factors, prescribed by the SEC and NYSE, that bear upon the advisor’s independence; however, there is no requirement that any advisor be independent.

During the fiscal year ended December 31, 2024, the compensation committee engaged the services of Compensia, Inc. (‘‘Compensia’’), a national compensation consulting firm, to advise the compensation committee regarding the amount and types of compensation provided to our executive officers and directors. Compensia does not provide any services to us other than the services provided to the compensation committee. The compensation committee has assessed the independence of Compensia pursuant to SEC and NYSE rules and concluded that no conflict of interest exists that would prevent Compensia from independently representing the compensation committee.

Nominating and Corporate Governance Committee

The members of our nominating and corporate governance committee are Andrew Dudum (chair), Christopher Payne, and David Wells. Our nominating and corporate governance committee was formed in April 2025 in order to assist the Board with its oversight and to identify individuals qualified to become Board members; to select, or to recommend that the Board select, the director nominees for the next annual meeting of stockholders; to review the effectiveness of our Corporate Governance Guidelines and Code of Conduct, and recommend any proposed changes to the Board; to periodically review the succession planning of our CEO; and to review the annual evaluations of the Board and its committees and use the insights to inform board and committee composition strategy. The nominating and corporate governance committee also periodically reviews the composition and size of the Board and its committees, and determines the criteria for Board membership; identifies, considers, and recommends candidates to fill new positions or vacancies on the Board; and makes recommendations for director orientation and continuing education programs.


CORPORATE GOVERNANCE AND BOARD MATTERS			15

The nominating and corporate governance committee will meet as often as it determines necessary, but not less frequently than two times each calendar year, at such times and places as it determines. To the extent the Chief Executive Officer is not a member of the nominating and corporate governance committee, the Chief Executive Officer may attend each committee meeting. The nominating and corporate governance committee has the authority, in its sole discretion, to retain or obtain the advice of independent legal counsel or other advisors as it determines necessary to carry out its duties, and the Company must provide for appropriate funding for payment of reasonable fees to any such advisor retained by the committee.

Risk Committee

The members of our risk committee are Christopher Payne (chair), Deb Autor, Anja Manuel, Kåre Schultz, and David Wells. Our risk committee assists the Board in fulfilling its oversight responsibilities regarding the Company’s risk management by overseeing the Company’s risk management infrastructure and framework. The primary purposes of the risk committee are (i) to oversee and review the identification, assessment, and management of risks that the Company faces based on the internal and external environment, including ensuring that the Company’s risk management infrastructure and framework is capable of appropriately identifying, measuring, monitoring, and mitigating identified risks, and (ii) to evaluate strategic growth opportunities, including category expansion, international markets, new technologies, acquisitions, and other areas of innovation, and the associated risk exposure implications for the Company, including regulatory, financial, reputational, compliance, operational, legal, or other risks.

The risk committee meets as often as it determines necessary, but not less frequently than two times each calendar year, at such times and places as it determines. The Chief Medical Officer and Chief Legal Officer (and/or their designees) must attend each regular committee meeting. The Chief Executive Officer and Chief Financial Officer may attend each committee meeting. The risk committee has the authority, in its sole discretion, to retain or obtain the advice of independent legal counsel or other advisors as it determines necessary to carry out its duties, and the Company must provide for appropriate funding for payment of reasonable fees to any such advisor retained by the committee.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Director Criteria and Nomination Process

The nominating and corporate governance committee evaluates candidates for membership on the Board, including candidates nominated or recommended by stockholders, based on criteria established by the Board and as set forth in the Board’s Policies and Procedures for Director Candidates, and recommends to the Board a slate of nominees for election at the annual meeting of stockholders or nominees to fill interim vacancies on the Board. As part of this process, the nominating and corporate governance committee oversees an annual evaluation of the performance of the Board as a whole and each Board committee, and it evaluates the qualifications and performance of Board members eligible for reelection at the annual meeting of stockholders. The nominating and corporate governance committee reports tot he Board on the evaluation process. Specifically, in its evaluation of director candidates, including the members of the Board eligible for reelection, the Board seeks to achieve a balance of knowledge, experience, and capability on the Board and considers the following: the current size and composition of the Board and the needs of the Board and its respective committees; the range and diversity of expertise and perspective of the Board in areas relevant to the Company’s business; such issues as character, judgment, diversity, age, independence, expertise, experience, length of service, other commitments and the like; and such other factors as the Board may consider appropriate.

While the Board has not established specific minimum qualifications for director candidates, the Board believes that candidates and nominees should reflect a Board that is comprised of directors who (i) are predominantly independent, (ii) are of high integrity, (iii) have broad, business related knowledge and experience at the policy-making level in business, government, or technology, including their understanding of the Company’s industry and business in particular, (iv) have individual qualifications, relationships, and experience that would increase the overall effectiveness of the Board, (v) meet other requirements as may be required by applicable rules, such as financial literacy or financial expertise with respect to audit committee members, (vi) are committed to enhancing stockholder value, and (vii) have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. In evaluating the candidates, the nominating and corporate governance committee does not assign any particular weighting or priority to various factors. With regard to candidates who are properly recommended by stockholders or


16			CORPORATE GOVERNANCE AND BOARD MATTERS

by other means, the nominating and corporate governance committee will review the qualifications of any such candidate, which review may, in the committee’s discretion, include interviewing references for the candidate, performing background checks, direct interviews with the candidate, or other actions that the committee deems necessary or proper. The ultimate decision on all Board nominations is based on merit and contributions that the candidates will bring to the Board.

Additionally, the Board does not have a specific diversity policy, but considers diversity of race, ethnicity, gender, age, cultural background and professional experiences in evaluating candidates for board membership. The pie charts below summarize the self-identified gender and demographic attributes of our Board members as of the date hereof, as well as their board tenures:


Gender Identity			Demographic Background			Board Tenure


l Female l Male			l African American or Black l Hispanic or Latinx l White l 2 or More Races/Ethnicities			l 0-3 years l 4-10 years

The nominating and corporate governance committee applies the qualifications and principles discussed above when evaluating candidates to the Board who may be elected initially by the full Board to fill vacancies or add additional directors prior to the annual meeting of stockholders at which directors are elected. After completing its review and evaluation of director candidates, the nominating and corporate governance committee recommends to the Board a slate of nominees for election at the annual meeting of stockholders.

It is the policy of the Board to consider stockholder recommendations for director candidates. Stockholder recommendations for candidates to the Board must be received by December 31st of the year prior to the year in which the recommended candidates will be considered for nomination, must be directed in writing to Hims & Hers Health, Inc., 2269 Chestnut Street, #523, San Francisco, California 94123, Attention: Corporate Secretary, and must include the candidate’s name, home and business contact information, detailed biographical data and qualifications, information regarding any relationships between the candidate and the Company within the last three years, and evidence of the recommending person’s ownership of Company stock. Such recommendations must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for membership on the Board, including issues of character, judgment, diversity, age, independence, expertise, experience, length of service, other commitments and the like, personal references, and an indication of the candidate’s willingness to serve. The nominating and corporate governance committee may request additional information regarding recommended candidates. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors.

Under the Company’s bylaws, stockholders may also directly nominate candidates for our Board. Any nomination must comply with the requirements set forth in our bylaws and the rules and regulations of the SEC. To be timely for our 2026 annual meeting of stockholders, nominations must be received by our Corporate Secretary in compliance with the deadlines discussed below under “Additional Information— Stockholder Nominations and Proposals for the 2026 Annual Meeting of Stockholders” below.


CORPORATE GOVERNANCE AND BOARD MATTERS			17

Compensation Committee Interlocks and Insider Participation

Ms. Perez and Mr. Payne each served on our compensation committee during 2024. In addition, Alex Bard, a non-employee director who was not re-nominated at our 2024 annual meeting, served on the committee during 2024. None of the members of our compensation committee has ever been a member of the board of directors or compensation committee of any other entity that has or has had one or more executive officers serving as a member of our Board or the compensation committee thereof.

Board Oversight of Risk

One of the key functions of our Board is informed oversight of our risk management process. Our risk committee oversees the management of general enterprise risks. The Board continues to administer its oversight function directly through the Board as a whole as necessary, as well as through various other standing committees of the Board that address risks inherent in their respective areas of oversight. For example, our audit committee is responsible for overseeing the management of risks associated with our financial reporting, accounting, auditing and cybersecurity matters, and our compensation committee oversees the management of risks associated with compensation policies and programs, and nominating and corporate governance committee oversees the management of risk associated with director independence, conflicts f interest, board composition and organization, and director succession planning. We believe our current committee and Board leadership structure support our approach to risk oversight.

Communications With Our Board of Directors

Stockholders and any interested parties may communicate directly with the independent directors by writing to the Board, a Board committee, or an individual director at the Company’s principal executive offices. Management receives all letters and emails sent, and forwards proper communications to the Board, a Board committee, or an individual director, who facilitates an appropriate response. Management generally will not forward communications that are primarily solicitations for products or services, matters of a personal nature that are not relevant for stockholders, matters that are of a type that render them improper or irrelevant to the functioning of the Board, or requests for general information about the Company.

Board and Board Committee Meetings and Attendance

During the year ended December 31, 2024, the Board met five times.

The Board had three committees during 2024: an audit committee, a compensation committee, and a risk committee. During the year ended December 31, 2024, the audit committee, the compensation committee and the risk committee each met four times. During the year ended December 31, 2024, each director attended at least 75% of all meetings of the Board and Board committees on which they served.

While we do not have a formal policy regarding attendance by members of our Board at our annual meetings of stockholders, each director is encouraged to attend. All directors attended our annual meeting of stockholders in 2024.

Code of Conduct

Our Board has adopted a Code of Conduct. The Code of Conduct applies to all of our employees, officers, and directors, as well as all of our contractors, consultants, suppliers, and agents in connection with their work for us. The full text of our Code of Conduct is posted in the investor relations section of our website at https://investors.hims.com/governance. We intend to disclose future amendments to, or waivers of, our Code of Conduct, as and to the extent required by SEC regulations, at the same location on our website identified above or in public filings. The purpose of our Code of Conduct is to promote honesty and integrity, including with respect to actual or apparent conflicts of interest between personal and professional relationships, to promote full, fair, accurate, timely and understandable disclosure in periodic reports to be filed by us and to promote compliance with all applicable rules and regulations that apply to us and our employees.


18			CORPORATE GOVERNANCE AND BOARD MATTERS

Corporate Governance Guidelines

The Board has developed and adopted a set of corporate governance guidelines (our ‘‘Corporate Governance Guidelines’’) to provide the framework within which the Board conducts its oversight of the business and affairs of the Company. These guidelines reflect the Board’s commitment to monitoring the effectiveness of policy and decision making both at the Board and management level, with a view to enhancing stockholder value over the long term. The Corporate Governance Guidelines set forth the practices the Board aims to follow with respect to, among other topics, the role of the Board and management, principal responsibilities and duties of the Board, Board structure and composition, Board procedures, Board committees and Board communication with Company stakeholders.

A copy of our Corporate Governance Guidelines can be found in the investor relations section of our website at https://investors.hims.com/governance.

Insider Trading Policy

The Company has adopted an Insider Trading and Policy (the “Insider Trading Policy”) governing the purchase, sale, and/or other dispositions of the securities of Hims & Hers by directors, officers, employees and agents (such as consultants and independent contractors), which is reasonably designed to promote compliance with insider trading laws, rules and regulations and NYSE listing standards. Purchases or sales of securities of Hims & Hers by the Company shall be made in compliance with applicable securities laws. A copy of our Insider Trading Policy is filed as an exhibit to the 2024 Annual Report.

Corporate Responsibility

At Hims & Hers, we believe how you feel in your body and mind transforms how you show up in life. That’s why we’re building a future where nothing stands in the way of harnessing this power. We normalize health and wellness challenges—and innovate on their solutions—to make feeling happy and healthy easy to achieve. No two people are the same, so we provide access to personalized care designed for results.

People Operations

We are focused on providing an exceptional experience to our employees, while focusing on serving our customers. Our team is central to our mission to transform the health and wellness industry and to help the world feel great through the power of better health. We believe that celebrating multiple approaches and perspectives allows us to better meet the challenge of providing access to people-centered, more personalized health and wellness solutions. We continue to look for intentional ways to expand our programs and initiatives to not only attract, develop, and retain top talent, but also to center the well-being of our people.

Our work environment is one of mutual trust, confidence, and inclusion to provide opportunity for growth and recognition, with the ultimate goal of helping the world feel great through the power of better health.

•Growth Mindset: At our Company, we embrace a “growth mindset.” To foster this culture, we regularly assess employee engagement and satisfaction through surveys, ensuring that we hear directly from our team about their work experiences. This feedback helps us continuously improve and refine our practices in alignment with our values. The insights we gain from these surveys inform the development of targeted learning pathways, providing our employees with meaningful professional growth opportunities. Additionally, we offer training for people managers, communication development programs, and a robust employee development initiative centered around feedback, coaching, and growth. Our performance review process includes self-evaluations, manager feedback, and tailored resources to ensure both personal and professional development.


CORPORATE GOVERNANCE AND BOARD MATTERS			19

•Holistic Benefits: We also offer our employees a holistic total rewards package with premier benefit and well-being programs intended to fit the needs of our employees and their family members. In addition to standard medical coverage, we offer employees dental and vision coverage, health savings and flexible spending accounts, employee assistance programs, short-term and long-term disability coverage, and life insurance. We also offer reimbursement programs to help cover costs of gym memberships and fitness classes. In addition to physical health coverage, we offer resources for mental health support, including employee assistance programs (EAP) and counseling services. We also offer a 401(k) Savings Plan and the ability to participate in our Employee Stock Purchase Plan to all U.S. employees. In addition, the majority of our employees are eligible for equity awards, depending on function, to align incentives and provide the opportunity to share in the Company’s financial success. Additionally, our paid time off programs enable our workforce to enjoy personal time away from their job responsibilities.

•Parental Leave: We offer up to 20 weeks of paid parental leave for eligible full-time employees, ensuring equal benefits to new parents regardless of gender or family structure. We recognize the challenges that working families face and strongly encourage our employees to take advantage of parental leave to support their growing families.

Diversity in Thought and the Workforce

At Hims & Hers, we believe that diversity in thought and within the workforce enables us to better serve and relate to the communities we serve, and are critical in ensuring our offerings reflect and are relevant to our customer base. We believe an inclusive workforce supports the Company’s performance and also enhances our culture and the well-being of those who make Hims & Hers thrive: our employees. We are committed to attracting, developing, and retaining talent that reflects our beliefs, which we believe ultimately helps us deliver stronger results and is essential to our ability to make people feel great through the power of better health, including our own employees.

As of March 15, 2025, women comprise over 56% of our total employees, and they represent 26% of our engineering employees, 49% of our management (Manager - VP level) and 38% of senior leadership (above VP level, including our Chief Operating Officer, Chief Legal Officer and Chief Corporate Affairs Officer). As of April 25, 2025, women comprise 40% of our Board.

As of March 15, 2025, 44% of our total employees self-identify as black, indigenous, and people of color, 40% of our engineering employees self-identify as black, indigenous, and people of color, and 33% of our management (Manager - VP level) and 24% of senior leadership (above VP level) self-identify as black, indigenous, and people of color. As of April 25, 2025, individuals who self-identify as non-white or two or more ethnicities comprise 30% of our Board.


20

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of our Class A Common Stock and Class V Common Stock as of April 16, 2025 by:

•each person known by us to be the beneficial owner of more than 5% of our outstanding Class A Common Stock and Class V Common Stock;

•each of our current named executive officers and directors; and

•all of our current executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options that are currently exercisable or exercisable within 60 days of April 16, 2025.

The beneficial ownership of our Class A Common Stock is based on 215,287,617 shares of Class A Common Stock and 8,377,623 shares of Class V Common Stock issued and outstanding as of April 16, 2025.

Unless otherwise indicated, we believe that each person named in the table below has sole voting and investment power with respect to all shares of common stock beneficially owned by such person.


Name and Address of Beneficial Owners(1)(2)	Number of Shares of Class A Common Stock	%	Number of Shares of Class V Common Stock	%	% of Total Voting Power(3)

Directors and current Named Executive Officers:
Andrew Dudum(4)	16,424,210	7.42%	8,377,623	100%	88.17%
Melissa Baird(5)	3,284,797	1.51%	—	—	*
Yemi Okupe(6)	467,371	*	—	—	*
Soleil Boughton(7)	814,834	*	—	—	*
Mike Chi(8)	447,849	*	—	—	*
Deb Autor(9)	6,175	*	—	—	*
Patrick Carroll,M.D.(10)	236,117	*	—	—	*
Delos Cosgrove, M.D.(11)	154,935	*	—	—	*
Anja Manuel(12)	24,975	*	—	—	*
Christopher Payne(13)	129,975	*	—	—	*
Christiane Pendarvis(14)	36,563	*	—	—	*


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			21


Name and Address of Beneficial Owners(1)(2)	Number of Shares of Class A Common Stock	%	Number of Shares of Class V Common Stock	%	% of Total Voting Power(3)

Andrea Perez(15)	82,666	*	—	—	*
Kåre Schultz(16)	9,118	*	—	—	*
David Wells(17)	176,017	*	—	—	*
All directors and executive officers as a group (14 persons)(18)	22,295,602	9.89%	8,377,623	100%	88.52%
The Vanguard Group(19)	18,236,394	8.47%	—	—	1.08%
BlackRock, Inc.(20)	23,047,067	10.71%	—	—	1.37%

*Less than 1%

(1)Unless otherwise noted, the business address of each executive officer and director is 2269 Chestnut Street, #523, San Francisco, California 94123.

(2)Beneficial ownership as of April 16, 2025 is based on (a) 215,287,617 shares of our Class A Common Stock outstanding as of such date and (b) 8,377,623 shares of our Class V Common Stock outstanding as of such date.

(3)The percentage of total voting power represents voting power with respect to all shares of Class A Common Stock and Class V Common Stock, held beneficially as a single class. The holders of Class V Common Stock are entitled to 175 votes per share, and holders of Class A Common Stock are entitled to one vote per share. The Class V Common Stock is convertible into shares of Class A Common Stock on a share-for-share basis, such that each holder of Class V Common Stock beneficially owns an equivalent number of shares of Class A Common Stock.

(4)Includes (i) 92,103 shares of Class A Common Stock, (ii) 10,135,641 shares of Class A Common Stock held by trusts affiliated with Mr. Dudum, (iii) 8,377,623 shares of Class V Common Stock held by trusts affiliated with Mr. Dudum, (iv) 164,368 shares of Class A Common Stock underlying restricted stock awards which may vest within 60 days, and (v) 6,032,098 shares of Class A Common Stock underlying stock options exercisable within 60 days.

(5)Includes (i) 805,083 shares of Class A Common Stock, (ii) 73,509 shares of Class A Common Stock underlying restricted stock unit awards which may vest within 60 days, and (iii) 2,406,205 shares of Class A Common Stock underlying stock options exercisable within 60 days.

(6)Includes (i) 118,960 shares of Class A Common Stock, (ii) 105,199 shares of Class A Common Stock underlying restricted stock unit awards which may vest within 60 days, and (iii) 243,212 shares of Class A Common Stock underlying stock options exercisable within 60 days.

(7)Includes (i) 162,898 shares of Class A Common Stock, (ii) 41,420 shares of Class A Common Stock underlying restricted stock unit awards which may vest within 60 days, and (ii) 610,516 shares of Class A Common Stock underlying stock options exercisable within 60 days.

(8) Includes (i) 227,804 shares of Class A Common Stock, (ii) 87,106 shares of Class A Common Stock underlying restricted stock unit awards which may vest within 60 days, and (iii) 132,939 shares of Class A Common Stock underlying stock options exercisable within 60 days.

(9)Includes 6,175 shares of Class A Common Stock underlying restricted stock unit awards which may vest within 60 days.

(10)Includes (i) 209,661 shares of Class A Common Stock and (ii) 26,456 shares of Class A Common Stock underlying restricted stock unit awards which may vest within 60 days.

(11)Includes (i) 54,404 shares of Class A Common Stock, (ii) 9,935 shares of Class A Common Stock underlying restricted stock unit awards which may vest within 60 days, and (iii) 90,596 shares of Class A Common Stock underlying stock options exercisable within 60 days.

(12)Includes (i) 5,000 shares of Class A Common Stock and (ii) 19,975 shares of Class A Common Stock underlying restricted stock unit awards which may vest within 60 days.

(13)Includes (i) 110,000 shares of Class A Common Stock held by trusts affiliated with Mr. Payne and (ii) 19,975 shares of Class A Common Stock underlying restricted stock unit awards which may vest within 60 days.

(14)Includes (i) 26,628 shares of Class A Common Stock and (ii) 9,935 shares of Class A Common Stock underlying restricted stock unit awards which may vest within 60 days.

(15)Includes (i) 72,731 shares of Class A Common Stock and (ii) 9,935 shares of Class A Common Stock underlying restricted stock unit awards which may vest within 60 days.

(16)Includes 9,118 shares of Class A Common Stock underlying restricted stock unit awards which may vest within 60 days.

(17)Includes (i) 166,082 shares of Class A Common Stock and (ii) 9,935 shares of Class A Common Stock underlying restricted stock unit awards which may vest within 60 days.


22			SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(18)Includes (i) 12,076,995 shares of Class A Common Stock, (ii) 593,041 shares of Class A Common Stock underlying restricted stock unit awards which may vest within 60 days, (iii) 9,515,566 shares of Class A Common Stock underlying stock options exercisable within 60 days, and (iv) 8,377,623 shares of Class V Common Stock.

(19)Based solely on information reported on a Schedule 13G/A filed with the SEC on November 12, 2024 and which information may not be current as of April 16, 2025. Per the Schedule 13G/A, the Vanguard Group and certain affiliated entities reported an aggregate beneficial ownership of 18,236,394 shares of our Class A Common Stock,with shared power to vote or direct the vote of 339,011 shares of our Class A Common Stock, sole power to dispose or to direct the disposition of 17,701,392 shares of our Class A Common Stock, and shared power to dispose or direct the disposition of 535,002 shares of our Class A Common Stock.

(20)Based solely on information reported on a Schedule 13G/A filed with the SEC on April 17, 2025 and which information may not be current as of the filing of this proxy. Per the Schedule 13G/A, BlackRock, Inc. reported an aggregate beneficial ownership of 23,047,067 shares of our Class A Common Stock, with sole power to vote or direct the vote of 22,833,616 shares of our Class A Common Stock and sole power to dispose or to direct the disposition of 23,047,067 shares of our Class A Common Stock.


			23

Certain Relationships and
Related Party Transactions

Policies and Procedures for Related Party Transactions

We have adopted a written related person transaction policy that sets forth the following policies and procedures for the review and approval or ratification of Related Person Transactions.

A ‘‘Related Person Transaction’’ is a transaction, arrangement or relationship in which Hims & Hers or any of its subsidiaries was, is or will be a participant, the amount involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. A ‘‘Related Person’’ means:

•any person who is, or at any time during the applicable period was, one of Hims & Hers’ executive officers or directors;

•any person who is known by Hims & Hers to be the beneficial owner of more than 5% of its voting stock;

•any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, officer or a beneficial owner of more than 5% of its voting stock, and any person (other than a tenant or employee) sharing the household of such director, officer or beneficial owner of more than 5% of its voting stock; and

•any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.

Our policies and procedures are designed to minimize potential conflicts of interest arising from any dealings we may have with our affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time. Specifically, pursuant to its charter, the audit committee has the responsibility to review related party transactions.

Related Party Transactions

In addition to the compensation arrangements with directors and named executive officers described elsewhere in this proxy statement, since January 1, 2024, we were involved in the following transactions (or currently proposed transactions) in which we were, are or will be a party involving an amount in excess of $120,000 and in which any director, executive officer, holder of more than 5% of our capital stock, or any member of the immediate family or person sharing the household with any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest.

Miscellaneous

The spouse of Hims & Hers’ Chief Operating Officer, Melissa Baird, is the Chief Executive Officer and a stockholder of Woolly Labs, Inc. (d/b/a Vouched), a company that licenses certain commercially available software for identity verification services that is used by Hims & Hers in the ordinary course of its business. For the year ended December 31, 2024, Hims & Hers recorded a total of $4.1 million for payments made to Vouched.

Indemnification Agreements

Hims & Hers has entered into, and expects to continue to enter into, indemnification agreements with its directors, executive officers and other employees as determined by the Board. Each indemnification agreement provides for indemnification and advancements by Hims & Hers of certain expenses and costs, if the basis of the indemnitee’s involvement was by reason of the fact that the indemnitee is or was a director, officer, employee or agent of Hims & Hers or any of its subsidiaries or was serving at Hims & Hers’ request in an official capacity for another entity, to the fullest extent permitted by the laws of the state of Delaware.


24

Compensation Discussion
and Analysis

This Compensation Discussion and Analysis provides information regarding the 2024 compensation program for our principal executive officer, our principal financial officer, and our three most highly compensated executive officers (other than our Chief Executive Officer and Principal Financial Officer) who were serving as executive officers of the Company at the end of the last completed fiscal year. These individuals are our ‘‘Named Executive Officers.’’ For 2024, our Named Executive Officers were:



			Andrew Dudum, our Chief Executive Officer (our ‘‘CEO’’); Melissa Baird, our Chief Operating Officer; Oluyemi (Yemi) Okupe, our Chief Financial Officer; Soleil Boughton, our Chief Legal Officer and Corporate Secretary; and Michael (Mike) Chi, our Chief Commercial Officer.

This Compensation Discussion and Analysis addresses the material elements of our executive compensation program during 2024. It also provides an overview of our executive compensation philosophy, including our principal compensation policies and practices. Finally, it describes how our Board of Directors and the compensation committee of our Board of Directors (the ‘‘compensation committee’’) arrived at the specific compensation decisions for our Named Executive Officers in 2024 and discusses the key factors that were considered in determining their compensation.

Executive Summary

Who We Are

The mission of Hims & Hers is to make the world feel great through the power of better health.

Launched in 2017, Hims & Hers has built a consumer-first platform transforming the way customers fulfill their health and wellness needs. We believe that the Company has the technical platform, distributed provider network, and access to clinical capabilities to lead the migration of routine office visits to a personalized, digital, accessible format. The Hims & Hers platform includes access to a highly-qualified and technologically-capable provider network, a clinically-focused electronic medical record system, digital prescriptions, cloud pharmacy fulfillment, and personalization capabilities. Our digital platform enables access to treatments for a broad range of conditions, including those related to sexual health, hair loss, dermatology, mental health, and weight loss. Hims & Hers connects patients to licensed healthcare professionals who can prescribe medications when appropriate and prescriptions are fulfilled online through licensed pharmacies on a subscription basis. In addition, we also offer access to a range of health and wellness products designed to meet individual needs, which can include curated prescription and non-prescription products. Through the Hims & Hers mobile apps, consumers can access a range of educational programs, wellness content, community support, and other services that promote lifelong health and wellness. Since our founding, we have facilitated over thirty million telehealth consultations, enabling greater access to high-quality, convenient, affordable, and personalized care for people in all 50 states and the United Kingdom.


COMPENSATION DISCUSSION AND ANALYSIS			25

2024 Business Highlights

In 2024, we grew revenue 69% year-over-year to $1.5 billion, and our Subscriber base increased by 45% year-over-year, to over 2.2 million Subscribers. Combined with our recurring revenue of over 90% and strong gross margin of 79% for the year, we believe these results are a testament to the strength of our business model and the opportunity we have in front of us. Key financial highlights for 2024 include:

Our total FY 2024

revenue was

$1.5B

Our total Subscribers(1) at year-end FY 2024 were

2.2 M

Our net income for

FY 2024 was

$126.0M

69% YoY

45% YoY

$(23.5)M FY 2023

Our Adjusted EBITDA(2) for FY 2024 was

$176.9M

Our operating cash flow for FY 2024 was

$251.1M

Our Free Cash Flow(2) for FY 20243 was

$198.3M

$49.5M FY 2023

$73.5M FY 2023

$47.0M FY 2023

Other business performance highlights for 2024 include:

•Gross Margin – Our gross margin was 79% for the year, compared to 82% for 2023.

•Adjusted EBITDA margin – Our Adjusted EBITDA margin(1) was 12%, compared to 6% for 2023.

•Monthly Online Revenue per Average Subscriber – Our Monthly Online Revenue per Average Subscriber(2) was $64 as of December 31, 2024, an increase of 19% from December 31, 2023.

(1)Adjusted EBITDA margin is a non-GAAP financial measure. A reconciliation of non-GAAP financial measures to their most comparable financial measures under generally accepted accounting principles in the United States (“U.S. GAAP”), is provided in Annex A to this proxy statement.

(2)For definition of Monthly Online Revenue per Average Subscriber see our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission on February 24, 2025.


26			COMPENSATION DISCUSSION AND ANALYSIS

2024 Executive Compensation Highlights

In 2024, the compensation of our Named Executive Officers was determined as follows:

•Base Salaries. Our compensation committee increased the annual base salary of Soleil Boughton by 4.55%. The base salaries of our other Named Executive Officers did not change from their 2023 rate.

•Annual Incentive Bonus Opportunities. Our Board of Directors approved the target annual incentive bonus opportunity of our CEO at 100% of his annual base salary (the same as in 2023). The target annual incentive bonus opportunities of Ms. Baird, Mr. Okupe, Ms. Boughton and Mr. Chi also did not change from 2023, with bonuses ranging from 65% to 75% of each of their annual base salaries.

•Annual Incentive Bonus Awards. Under the Hims & Hers Health, Inc. Incentive Bonus Plan, participants were eligible to earn cash bonus awards based on our actual performance as measured against pre-established target levels of net revenue and Adjusted EBITDA (as defined below) for 2024. Consistent with our strong performance during 2024 that included achieving at least 112% of our net revenue target and at least 153% of our Adjusted EBITDA target, our Named Executive Officers earned 200% of their target annual incentive bonus opportunities. Our CEO received $1,250,000 and our other Named Executive Officers who participated in the plan received amounts ranging from $598,000 to $742,500.

•Long-Term Incentive Compensation Awards. In February 2024, the compensation committee approved the following equity awards for our Named Executive Officers (equaling a split of 70% RSUs and 30% PRSUs at the time of grant):

◦RSU Awards – Restricted Stock Unit (‘‘RSU’’) awards that may be settled for shares of our Class A Common Stock, including an RSU award in the amount of 1,192,477 units for our CEO and RSU awards in amounts ranging from 193,584 units to 418,141 units for our other NEOs;

◦Performance Awards – Performance Restricted Stock Unit (“PRSU”) awards that vest based upon achievement of specified revenue and Adjusted EBITDA targets at the end of a three-year period in the amount of 511,061 units for our CEO, and in amounts ranging from 82,964 units to 179,203 units for our other NEOs (with such amounts assuming 100% of the performance targets are achieved).

The relative proportion of fixed and incentive compensation paid to our CEO and to our other Named Executive Officers for 2024 is reflected below.

For more information on our equity awards, see ‘‘Compensation Elements – Long-Term Incentive Compensation’’ below.


COMPENSATION DISCUSSION AND ANALYSIS			27

Executive Compensation Policies and Practices

We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The compensation committee evaluates our executive compensation program on a regular basis to ensure that it is consistent with our short-term and long-term goals. The following summarizes our key executive compensation- related policies and practices:


What We Do									What We Don’t Do

•Maintain an Independent Compensation Committee. Although we are not required to under NYSE rules, the compensation committee consists solely of independent directors who establish our executive compensation policies and practices. •Retain an Independent Compensation Consultant. Since its formation, the compensation committee has engaged its own compensation consultant to provide information, analysis, and other advice on executive compensation matters independent of management, including assisting us in annually developing and updating a group of peer companies based on our selection criteria to help us determine named executive officer compensation. This consultant performed no other consulting or other services for us in 2024. •Conduct an Annual Executive Compensation Review. The compensation committee reviews and approves our executive compensation philosophy, strategy and program at least annually, including a review and determination of any compensation peer group that it approves for comparative purposes and a review of our compensation-related risk profile to ensure that our executive compensation program does not encourage excessive or inappropriate risk-taking and that the level of risk that it does encourage is not reasonably likely to have a material adverse effect on us. •Significant Portion of Target Total Direct Compensation ‘‘At-Risk.’’ A significant portion of our Named Executive Officers’ annual target total direct compensation is ‘‘at risk’’ based on our financial results and our stock price performance to align the interests of our Named Executive Officers with those of our stockholders. See the chart in “2024 Executive ‘Compensation Highlights’’ on page 26 of this proxy statement. •Establish Multi-Year Vesting Requirements. The equity awards granted to our Named Executive Officers vest over multi-year periods, consistent with current market practice and our retention objectives. •Maintain ‘‘Double-Trigger’’ Change-in-Control Arrangements. All payments and other benefits that our Named Executive Officers may be eligible to receive under their Change in Control and Severance Agreements in the event of a change in control of the Company are ‘‘double-trigger’’ arrangements (that is, they require both a change-in-control of the Company plus a qualifying involuntary or constructive termination of employment before payments and benefits are paid). In addition, all such payments and benefits are subject to the execution and delivery of an effective general release of claims in favor of the Company. •Maintain a Clawback Policy. In 2023, we adopted a clawback policy consistent that is compliant with the requirements of Exchange Act Rule 10D-1. •Annual Say on Pay Advisory Votes. We conduct an annual advisory stockholder vote on the compensation of our Named Executive Officers (a ‘‘say on pay’’ vote). •Stock Ownership Guidelines. In 2024, we adopted stock ownership guidelines for our executive officers and non-employee directors to further support alignment with our stockholders.									•No Single-Trigger Vesting Acceleration. We do not provide ‘‘single-trigger’’ vesting acceleration of equity awards in connection with a potential change of control of the Company. •No Gross Up Benefits. We do not provide our Named Executive Officers with excise tax reimbursement payments (including ‘‘gross-ups’’) on payments or benefits contingent upon a change in control of the Company or any other tax gross up benefits. •No Formal Benchmarking. The compensation committee does not engage in formal benchmarking against other companies’ compensation programs or practices to establish our compensation levels or make specific compensation decisions with respect to our Named Executive Officers. The compensation committee believes that overreliance on benchmarking can result in compensation that is unrelated to the value delivered by our Named Executive Officers because compensation benchmarking does not take into account the specific performance of our Named Executive Officers or our relative size and performance. •No Executive Retirement Plans. We do not currently offer defined benefit pension plans or any non-qualified deferred compensation plans or arrangements to our Named Executive Officers other than the plans and arrangements that are available to all employees. Our Named Executive Officers are eligible to participate in our 401(k) plan on the same basis as our other full-time employees.

SEC Form DEF 14A filed by Hims & Hers Health Inc.