Hims & Hers Health, Inc. — Form 8-K Summary
Business Context and Reporting Period
This Form 8-K, dated November 15, 2021, reports a change in the company’s finance leadership. Hims & Hers Health, Inc. is a Delaware corporation whose Class A common stock trades on the New York Stock Exchange under the symbol HIMS. The company identified itself as an emerging growth company.
Material Management Changes
- Spencer Lee resigned as chief financial officer, principal financial officer, and principal accounting officer, consistent with previously disclosed plans to transition out of the company.
- Irene A. Becklund, the company’s controller since June 2019, was appointed interim principal financial officer and principal accounting officer effective November 15, 2021.
- The company continues to search for a permanent chief financial officer.
- Mr. Lee entered into a consulting agreement with the company on November 16, 2021, under which he will provide transition support through February 28, 2022, subject to renewal, for $15,000 per month.
Compensation and Other Arrangements
- Ms. Becklund received 25,000 restricted stock units under the company’s 2020 Equity Incentive Plan.
- The awards vest in four equal installments of 25% on December 15, 2021, March 15, 2022, June 15, 2022, and September 15, 2022, subject to continued service.
- Ms. Becklund entered into the company’s standard indemnification agreement.
- The filing states that there are no special appointment arrangements, applicable family relationships, or reportable related-party transactions involving Ms. Becklund.
Financial Metrics, Outlook, and Risks
The filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating or financial metrics. It also does not provide financial guidance or an updated business outlook.
The principal disclosed risk or contingency is the interim nature of the finance leadership appointment and the ongoing search for a permanent chief financial officer. The transition is supported by Mr. Lee’s consulting engagement, which is scheduled to end February 28, 2022 unless renewed.
Key Facts for Investors to Verify
- Whether and when the company appoints a permanent chief financial officer.
- Whether the transition consulting agreement is renewed beyond February 28, 2022.
- The effect of the CFO transition and the interim appointment on financial reporting, internal controls, and future SEC filings.
- The vesting and expense impact of Ms. Becklund’s 25,000 restricted stock units.