hims-20260428

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 28, 2026

Dear stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the ‘‘Annual Meeting’’ or the ‘‘2026 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 11, 2026 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/HIMS2026. 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 2026 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 attend, 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 2026 Annual
Meeting of Stockholders

Date

Thursday, June 11, 2026

Time

11:00 a.m. Pacific Time

Place

Virtually by visiting www.virtualshareholdermeeting.com/HIMS2026

Record Date

Stockholders of record as of the close of business on April 15, 2026 are entitled to vote.

Items of Business


1			To elect the nine director nominees to serve until the 2027 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, 2026;
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 28, 2026



			Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 11, 2026: This notice of Annual Meeting, proxy statement and accompanying form of proxy card are being made available on or about April 28, 2026. This proxy statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and the proxy card are available free of charge at www.proxyvote.com.

The Board of Directors unanimously 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			5
Corporate Governance and Board Matters			13
Security Ownership of Certain Beneficial Owners and Management			22
Certain Relationships and Related Party Transactions			25
Compensation Discussion and Analysis			27
Director Compensation			59
Equity Compensation Plan Information			61
Pay Versus Performance Disclosure			62
CEO Pay Ratio			68
Independent Registered Public Accounting Firm			69
Report of the Audit Committee of the Board of Directors			70
Proposal 1 – Election of Directors			72
Proposal 2 – Ratification of Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 202 6			74
Proposal 3 – Non-binding Advisory Vote on Executive Compensation			75
Additional Information			76
Appendix A			A-1


			1

Proxy Summary

Meeting Details

Date

Thursday, June 11, 2026

Time

11:00 a.m. Pacific Time

Place

Virtually by visiting www.virtualshareholdermeeting.com/HIMS2026

Record Date

Stockholders of record as of the close of business on April 15, 2026 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 10, 2026.									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 10, 2026.


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/HIMS2026 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 nine director nominees to serve until the 2027 annual meeting of stockholders;	FOR each nominee	72
2	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and	FOR	74
3	To approve, on an advisory basis, the compensation of our named executive officers.	FOR	75


2			PROXY SUMMARY

Director Nominees

The following individuals are nominated for election at the 2026 annual meeting, with their current committee memberships and their skills and experience shown below.

Committees

Name

Age

Current Position(s)
with Hims & Hers

Independent

Audit(1)

Compensation

Nominating & Corporate Governance

Risk

Andrew Dudum

Chief Executive Officer, Director and Chairman

Chair

Deb Autor

Chief Policy Officer and Director

Delos Cosgrove, M.D.

Director

Anja Manuel

Director

Christopher Payne

Director

Chair

Andrea Perez

Director

Chair

Kåre Schultz

Director

David Wells

Lead Independent Director

Chair

Kofi Amoo-Gottfried(2)(3)

Director Nominee

(1)Christiane Pendarvis, a current director, is not being renominated to the Board at the annual meeting of stockholders. She served as a member of the Audit Committee throughout 2025 and will continue to serve on the audit committee until the 2026 annual meeting of stockholders.

(2)New Director Nominee.

(3)To be appointed to the compensation committee upon the conclusion of the annual meeting, if elected.


PROXY SUMMARY			3

Andrew Dudum

Kofi Amoo‑Gottfried

Deb Autor

Delos Cosgrove

Anja Manuel

Christopher Payne

Andrea Perez

Kåre Schultz

David Wells

C-Suite/Strategic Leadership Experience

Healthcare Industry

Medical and/or Scientific 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


4			PROXY SUMMARY

Business Highlights

Our total FY 2025 revenue was

$2.35B

Our total Subscribers(1) at year-end FY 2025 were

2.5M

Our net income for FY 2025 was

$128.4M

59% YoY

13% YoY

$126.0M FY 2024

Our Adjusted EBITDA(2) for FY 2025 was

$318.0M

Our operating cash flow for FY 2025 was

$300.0M

Our Free Cash Flow(2) for FY 2025 was

$57.4M

$176.9M FY 2024

$251.1M FY 2024

$198.3M FY 2024

(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. Customers who have made one-time purchases are not considered Subscribers.

(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.


			5

Directors and Executive Officers

Our director nominees and executive officers and certain information about each of them as of April 28, 2026 are set forth below. Christiane Pendarvis and Patrick Carroll, M.D. current directors, have not been nominated for re-election and will cease to serve as directors immediately following the conclusion of the Annual Meeting, at which time the number of directors constituting the Board of Directors will decrease from ten to nine directors if Mr. Amoo-Gottfried is elected by the stockholders. We sincerely thank Ms. Pendarvis and Dr. Carroll for their service to the Company. Dr. Carroll will remain in his role as Global Chief Medical Officer of the Company.

Our Director Nominees


Age: 37 Chief Executive Officer, Director and Chairman of the Board Director since January 2021 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 Hims & Hers became a publicly traded company in January 2021. He is our co-founder and was 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: 46 Director Nominee						Kofi Amoo-Gottfried Mr. Amoo-Gottfried has served as the Chief Marketing Officer of DoorDash, Inc., an online local commerce platform, since January 2022. From May 2019 to December 2021, he served as Vice President, Marketing at DoorDash. Mr. Amoo-Gottfried announced his upcoming retirement from DoorDash, to be effective at the end of May 2026. Previously, he had various marketing roles at Facebook (now Meta) from November 2015 to January 2019. Mr. Amoo-Gottfried has served on the Board of Directors of Stitch Fix, an online personal styling service, since December 2022 and on the Board of Directors of Vital Farms, Inc., an ethical food company, since January 2021. He has also served on the Board of Trustees of Macalester College since 2021. Mr. Amoo-Gottfried holds a B.A. in Economics from Macalester College. We believe Mr. Amoo-Gottfried is qualified to serve on our Board of Directors because of his experience leading marketing strategy at consumer-focused public companies, as well as his public company board experience.


6			DIRECTORS AND EXECUTIVE OFFICERS


Age: 59 Chief Policy Officer and Director Director since November 2024 Risk Committee						Deb Autor Ms. Autor serves as our Chief Policy Officer, a role she began in November 2025. Ms. Autor has also served as the Chief Executive Officer of strategic regulatory consulting firms Autor Strategies, LLC since January 2022 and Healthcare Innovation Catalysts, Inc. from January 2024 through January 2026 . From 2019 to 2021, she was Global Head of Regulatory Excellence at AstraZeneca, where she led regulatory operations, policy and intelligence for AstraZeneca submissions globally. From 2013 to 2019, Ms. Autor was Head of Strategic Global Quality and Regulatory Policy and Head of Global Quality for Mylan N.V. Ms. Autor was a senior leader at the FDA from 2001 to 2013, including 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. While at the FDA, she also served as Director of the Office of Compliance of the Center for Drug Evaluation and Research, leading enforcement and policy making for compliance with requirements relating to drug approval, current good manufacturing practices (GMP), human subject protection and bioresearch monitoring (GCP), pharmacy compounding, import and export, and recalls, among others. Before joining the 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 the FDA. She has served as a director of Amneal Pharmaceuticals, Inc. (AMRX), a U.S.-based pharmaceutical company, since August 2022 and is Chair of the Board of the FDA Alumni Association. She was previously a director of Pardes Biosciences, Inc., a biotechnology company, 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.


Age: 85 Director since January 2021						Delos Cosgrove, M.D. Dr. Cosgrove is the former President and Chief Executive Officer of The Cleveland Clinic, serving in this role 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., a glass-manufacturing company specializing in the production of smart glass, from March 2021 through August 2024. He also currently serves as a director/advisor 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.


DIRECTORS AND EXECUTIVE OFFICERS			7


Age: 51 Director since April 2024 Audit Committee Risk Committee						Anja Manuel 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 in 2016, and numerous articles and papers. Ms. Manuel served as a director of Overseas Shipping Group, Inc., a publicly traded transportation company, from June 2017 to June 2023. She has served as a director 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. 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.


Age: 57 Director since March 2024 Chair, Risk Committee Compensation Committee Nominating and Corporate Governance Committee						Christopher Payne Mr. Payne 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 served in various management roles at Microsoft and Amazon from 1998 to 2007. Mr. Payne served as a director of Gogo Inc., a provider of in-flight broadband Internet service and connectivity services for business aircraft, from June 2014 through June 2025. He has served as a director of Robinhood Markets, Inc., an online brokerage, since December 2024, where he is chair of the Safety, Risk and Regulatory Committee and is a member of the People and Compensation Committee. 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 him a valuable member of our Board of Directors.


8			DIRECTORS AND EXECUTIVE OFFICERS


Age: 45 Director since March 2021 Chair, Compensation Committee						Andrea Perez Ms. Perez is currently Global President at FP Movement, a division of Urban Outfitters, Inc., a role she joined in January 2026. Previously, she was the Senior Vice President of Brand, Products and Services Marketing of Sony Interactive Entertainment from September 2022 to April 2024. She served as the Global Vice President and General Manager for Brand Jordan’s Women’s Division at Nike, from October 2017 through September 2022. During her tenure at Nike, she also held several positions, including VP/GM for Jordan Kids, General Manager for North America Soccer, Senior Brand Director for Global Football (soccer) and Global Brand Director for Tennis, and she was a co-founder of the Women of Nike employee group. Ms. Perez is a trustee emerita of the Women’s Sport Foundation and 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 consumer business divisions.


Age: 64 Director since July 2024 Risk Committee						Kåre Schultz Mr. Schultz was the Chief Executive Officer and a director of Teva Pharmaceutical Industries Ltd. from November 2017 to January 2023. 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 for the Diabetes Care Division, and he played a major role in modernizing the company’s large scale biologic production and leading 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, Chair of the Board and a member of the Audit Committee of Azelis Holding S.A., a specialty chemical supplier, since June 2024. He has served as the Chair of the Board of Scandinavian Airlines Systems AB since September 2024 and of Bespak Ltd., a pharmaceutical products and supplies manufacturer, since April 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			9


Age: 54 Director since January 2021 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 Hims & Hers became a publicly traded company in January 2021 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. Mr. Wells is the Chair of the Board of Wise PLC, a financial technology company specializing in global money transfers, and has been a director since January 2019. He previously served on the Audit & Risk and the Remuneration (Compensation) Committees at Wise. From December 2015 through May 2025, he served as a director of Trade Desk, Inc., a leading global independent demand-side platform for advertising buyers, where he was chair of the Audit Committee and a member of its Compensation Committee. 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.


10			DIRECTORS AND EXECUTIVE OFFICERS

Our Executive Officers

In addition to Mr. Dudum, our Chief Executive Officer, and Ms. Autor, our Chief Policy Officer, who also serve as directors of the Company, our other executive officers as of April 28, 2026 are set forth below.


Age: 40 Chief Financial Officer						Yemi Okupe Mr. Okupe joined Hims & Hers as our Chief Financial Officer in January 2022. Prior to joining Hims & Hers, 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.


Age: 46 Chief Operating Officer						Mike Chi Mr. Chi is our Chief Operating Officer and joined Hims & Hers in April 2021. Mr. Chi has held various roles at Hims & Hers, including as our Chief Commercial Officer from March 2024 to October 2025, our Chief Marketing Officer from March 2022 to March 2024, and our Chief Growth Officer from April 2021 to March 2022. He 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.


DIRECTORS AND EXECUTIVE OFFICERS			11


Age: 48 Chief Legal Officer						Soleil Boughton Ms. Boughton is our Chief Legal Officer and Corporate Secretary and has served in those roles since Hims & Hers became a publicly traded company in January 2021. Ms. Boughton joined Hims, Inc. in October 2018 to oversee the company’s legal and compliance activities. She brings over 20 years of healthcare law experience to Hims & Hers 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.


Age: 51 Chief Technology Officer						Mohamed Elshenawy Mr. Elshenawy is our Chief Technology Officer and joined Hims & Hers in May 2025. He has over two decades of experience in the technology sector, leading large-scale artificial intelligence (AI), product, and engineering teams across mobility, e-commerce, and cloud. From January 2018 to May 2025, Mr. Elshenawy held several roles at Cruise, a self-driving vehicle company owned by General Motors, including as SVP of Engineering from December 2019 to February 2022, Executive Vice President from February 2022 to December 2023, and President and CTO from November 2023 to May 2025. At Cruise, he led the organization through critical phases across regulatory, operations, and technical development to launch and scale the first commercial driverless rideshare service in San Francisco. Mr. Elshenawy also previously held senior leadership roles at Amazon, where he led global engineering for the company’s ReCommerce business and led the creation of retail data analytics platforms that powered hundreds of millions in revenue. He holds more than 10 patents across AI, robotics, and autonomous vehicles. He has served as a director of Kodiak AI, an autonomous vehicle company, since September 2025. Mr. Elshenawy holds a Dual B.Sc. in Computer Engineering and Electrical Engineering from Ain Shams University and an MBA from East Texas A&M University.


12			DIRECTORS AND EXECUTIVE OFFICERS


Age: 68 Global Chief Medical Officer						Patrick Carroll, M.D. Dr. Carroll is our Global Chief Medical Officer, a role he began in March 2026. He previously served as our Chief Medical Officer from January 2021 through January 2022 and from December 2022 through February 2026. He served as Chief Medical Officer of Hims, Inc. from June 2019 through January 2021. As Global Chief Medical Officer, 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. Dr. Carroll has also served as a director of Hims & Hers since February 2022. 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, he 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.


			13

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. We also formed a nominating and corporate governance committee in 2025.

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 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. The Board has also determined that Mr. Amoo-Gottfried, our new director nominee, will be considered an independent director if elected at the Annual Meeting. In making these determinations, our Board considered the relationships that each director or director nominee has with us and all other facts and circumstances the Board deemed relevant in determining their independence, including the individual’s beneficial ownership of our Class A Common Stock.


14			CORPORATE GOVERNANCE AND BOARD MATTERS

Board Leadership Structure

Our Corporate Governance Guidelines provide that the Board may separate or combine the roles of the Chair 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 Chair 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 Chair 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 Chair 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 About 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 or subcommittees 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 authority and various responsibilities 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. The Board is in the process of evaluating which committees directors will serve on following the Annual Meeting, including Mr. Amoo-Gottfried if he is elected at the Annual Meeting.

Audit Committee

The current 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.


CORPORATE GOVERNANCE AND BOARD MATTERS			15

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; the design and implementation of our internal audit function; and, in conjunction with our risk committee, certain risk assessment and risk management, including the review of our cybersecurity and other information technology risks, controls and procedures, as well as 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 management and our 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, and for the confidential and anonymous submissions by our employees of concerns regarding questionable accounting or auditing matters. In addition, our 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 current 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 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, 2025, 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.


16			CORPORATE GOVERNANCE AND BOARD MATTERS

Nominating and Corporate Governance Committee

The current 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 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 in conjunction with the compensation committee; to periodically review and access our stockholder engagement process, and review and report stockholders’ feedback to the Board; 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.

The nominating and corporate governance 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 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 current 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, 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 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 certain Board committees, 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 to the 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


CORPORATE GOVERNANCE AND BOARD MATTERS			17

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 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 nominees, 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


18			CORPORATE GOVERNANCE AND BOARD MATTERS

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 2027 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 2027 Annual Meeting of Stockholders” below.

Compensation Committee Interlocks and Insider Participation

Ms. Perez and Mr. Payne each served on our compensation committee during 2025. 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; our compensation committee oversees the management of risks associated with compensation policies and programs, and our nominating and corporate governance committee oversees the management of risk associated with director independence, conflicts of interest, board composition and organization, and director succession planning. We believe our current committee and Board leadership structure support our approach to risk oversight.

Compensation-Related Risk Assessment

The compensation committee, with the assistance of the compensation consultant, annually reviews and considers risks associated with our compensation philosophy and our compensation programs. During 2025, this risk assessment included a review of incentive programs and features such as metrics, clawback provisions, maximum payments, thresholds, and other risk mitigation factors. The compensation committee does not believe any of the Company’s compensation programs create risk that are likely to have a material adverse impact on the Company.

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 forwards proper communications received from stockholders 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.


CORPORATE GOVERNANCE AND BOARD MATTERS			19

Board and Board Committee Meetings and Attendance

During the year ended December 31, 2025, the Board met four times.

The Board had four committees during 2025: an audit committee, a compensation committee, a nominating and corporate governance committee, and a risk committee. During the year ended December 31, 2025, the audit committee met four times; the compensation committee met six times; the nominating and corporate governance committee met one time, and the risk committee met six times. During the year ended December 31, 2025, 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. In 2025, three directors attended our annual meeting of stockholders.

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.

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 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. Our Insider Trading Policy is filed as an exhibit to the 2025 Annual Report on Form 10-K.


20			CORPORATE GOVERNANCE AND BOARD MATTERS

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 for 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 opportunities for growth and recognition, with the ultimate goal of helping the world feel great through the power of better health.

•Growth Mindset: At Hims & Hers, 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.

•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.


CORPORATE GOVERNANCE AND BOARD MATTERS			21

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, 2026, women comprise over 54% of our total employees, and they represent 24% of our engineering employees, 48% of our management (Manager - VP level), and 41% of senior leadership (above VP level). As of April 28, 2026, women comprise 40% of our Board.

As of March 15, 2026, 50% of our total employees self-identify as black, indigenous, and people of color, with 48% of our engineering employees, 36% of our management (Manager - VP level), and 31% of senior leadership (above VP level) self-identifying as black, indigenous, and people of color. As of April 28, 2026, individuals who self-identify as non-white or two or more ethnicities comprise 30% of our Board.


22

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, 2026 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, 2026.

The beneficial ownership of our Class A Common Stock is based on 222,693,408 shares of Class A Common Stock and 8,377,623 shares of Class V Common Stock issued and outstanding as of April 16, 2026.

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 Owner(1)(2)	Number of Shares of Class A Common Stock	%	Number of Shares of Class V Common Stock	%	% of Total Voting Power(3)

Directors, Director Nominees, and Named Executive Officers
Andrew Dudum(4)	15,392,714		8,377,623	100%	87.73%
Yemi Okupe(5)	519,120	*	—	—	*
Mohamed Elshenawy(6)	282,597	*	—	—	*
Mike Chi(7)	804,849	*	—	—	*
Soleil Boughton(8)	838,785	*	—	—	*
Melissa Baird(9)	1,585,690	*	—	—	*
Nader Kabbani(10)	54,083	*	—	—	*
Kofi Amoo-Gottfried(11)	—	*	—	—	*
Deb Autor(12)	64,357	*	—	—	*
Patrick Carroll, M.D.(13)	212,022	*	—	—	*
Delos Cosgrove, M.D.(14)	158,591	*	—	—	*


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			23


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

Anja Manuel(15)	38,671	*	—	—	*
Christopher Payne(16)	143,671	*	—	—	*
Christiane Pendarvis(17)	55,430	*	—	—	*
Andrea Perez(18)	83,822	*	—	—	*
Kåre Schultz(19)	19,397	*	—	—	*
David Wells(20)	179,673	*	—	—	*
All directors, director nominees, and executive officers as a group (15 persons)(21)	18,793,699	8.44%	8,377,623	100%	87.93%

5% Holders
BlackRock, Inc.(22) 50 Hudson Yards, New York, NY 10001	23,047,067	10.35%	—	—	1.36%
Capital World Investors(23) 333 South Hope Street, 55th Floor, Los Angeles, CA 90071	14,322,912	6.43%	—	—	*

*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, 2026 is based on (a) 222,693,408 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 Cl

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