Hims & Hers Health, Inc. current report, 18 January 2022

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Hims & Hers Health, Inc. — Form 8-K Summary

Reporting date: January 18, 2022; filed regarding executive and board changes. The filing does not report quarterly or annual financial results.

Business Context and Reporting Period

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 filing concerns changes effective January 24 and February 1, 2022.

Key Financial Metrics

  • The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating metrics.
  • The incoming CFO’s annual base salary is $450,000.
  • He will receive a $350,000 signing bonus, subject to continued service for 180 days.
  • He will receive equity awards with a stated grant value of $7.0 million: 40% in stock options and 60% in restricted stock units.
  • He will be eligible for an annual discretionary bonus with a target of 50% of base salary.

Material Changes Versus the Prior Comparable Period

  • Oluyemi Okupe was appointed chief financial officer and principal financial officer, effective January 24, 2022.
  • Interim principal financial officer Irene Becklund will cease serving in that role and will continue as principal accounting officer.
  • Former Chief Medical Officer Dr. Patrick Carroll resigned from that position effective January 31, 2022 and was appointed to the Board effective February 1, 2022.
  • The Board increased from nine to ten directors.

Guidance, Outlook, Risks, and Unusual Items

  • No financial guidance or operating outlook is provided.
  • Mr. Okupe’s employment is at will and is subject to the Company’s standard change-in-control and severance agreement.
  • The CFO equity awards are subject to continued service and specified vesting schedules, creating future compensation expense and potential dilution.
  • The filing states that the CFO offer letter and related severance agreement will be filed as exhibits to the Company’s 2021 Form 10-K.
  • Dr. Carroll will receive compensation under the Company’s non-employee director compensation program and is expected to stand for election at the 2022 annual meeting.

Investor Verification Checklist

  • Verify the final terms, grant-date value, share counts, exercise price, and vesting schedules of the CFO’s equity awards.
  • Review the 2021 Form 10-K for the CFO offer letter, severance agreement, and related compensation expense disclosures.
  • Assess the effect of the CFO transition and Chief Medical Officer departure on financial reporting, medical oversight, and operational continuity.
  • Confirm Dr. Carroll’s election status and ongoing board compensation in subsequent proxy materials.