Business Context and Reporting Period
FIGS, Inc. filed this Form 8-K regarding a change in executive leadership. The Board appointed Sarah Oughtred as Chief Financial Officer, principal financial officer, and principal accounting officer, effective August 9, 2024. The report date and earliest reported event were June 7, 2024; the filing was signed June 12, 2024.
Key Financial and Operating Information
This filing does not provide revenue, profitability, cash flow, margin, debt, liquidity, or other operating metrics.
- Sarah Oughtred will receive an annual base salary of $500,000 and a target annual bonus opportunity of $300,000.
- Subject to continued service through the grant date, she will receive restricted stock units valued at $4.0 million, vesting quarterly over four years.
- She will be eligible for annual equity awards, with the target amount determined by the Board or a committee based on the 50th percentile of awards for chief financial officers in the Company’s peer group.
Material Changes Versus the Prior Comparable Period
- Oughtred will succeed Kevin Fosty, who had been serving as Interim Chief Financial Officer during the search for a permanent CFO.
- Fosty will remain interim CFO and principal financial and accounting officer through August 9, 2024, then continue as FIGS’ Vice President, Controller.
- Oughtred is expected to begin employment on July 29, 2024, before assuming the CFO-related offices.
Guidance, Outlook, Risks, Contingencies, and Unusual Items
- The filing does not provide financial guidance or an updated business outlook.
- If Oughtred is terminated without cause or resigns for good reason, she may receive continued base salary for six months if termination occurs before the one-year anniversary of her start date, or twelve months thereafter.
- If such termination occurs within twelve months after a change in control, all then-unvested shares under the $4.0 million RSU award will vest in full.
- Severance payments exceeding statutory entitlements are conditioned on a release of claims and compliance with non-competition, non-solicitation, and other restrictive covenants.
- The employment agreement will be filed with FIGS’ Form 10-Q for the quarter ending June 30, 2024.
- The June 12 press release furnished as Exhibit 99.1 is not deemed filed for purposes of Section 18 of the Exchange Act.
Important Facts for Investors to Verify
- Confirm the effective transition date of August 9, 2024 and the transition of Fosty to Vice President, Controller.
- Review the employment agreement when filed with the Form 10-Q, including termination, severance, restrictive covenant, and change-in-control provisions.
- Assess the potential dilution and compensation expense associated with the $4.0 million RSU award and future annual equity grants.
- Review subsequent filings for any financial guidance, operating results, or management commentary issued after the CFO transition.