FIGS, Inc.
For the period ended Dec 31, 2024. Filed Apr 24, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2024 · Filed Apr 24, 2025
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Contents
Pay Versus Performance
Pay Versus Performance Table
Under rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are required to disclose certain information about the relationship between the “compensation actually paid” to our NEOs and certain measures of company performance. The information that follows is provided in compliance with these rules; however, additional information regarding our compensation philosophy, the structure of our performance-based compensation programs and compensation decisions made in 2024 is described under “—Compensation Discussion and Analysis” above. Note that “compensation actually paid” does not necessarily reflect value actually realized by the NEOs.
The following table sets forth both pay as reported in the Summary Compensation Table in this Proxy Statement and information concerning the “compensation actually paid” to our principal executive officers (“PEOs”) and other NEOs for each of the fiscal years ended December 31, 2021, 2022, 2023 and 2024, and our total shareholder return (“TSR”), as well as net income and net revenues for each such fiscal year:
| Year · Summary Compensation Table Total for PEO (Catherine Spear)($) (in thousands)(1) · Summary Compensation Table Total for PEO (Heather Hasson)($) (in thousands)(1) · Compensation Actually Paid to PEO (Catherine Spear)($) (in thousands)(1)(2) · Compensation Actually Paid to PEO (Heather Hasson)($) (in thousands)(1)(2) · Average Summary Compensation Table Total for Non-PEO NEOs ($) (in thousands) · Average Compensation Actually Paid to Non-PEO NEOs ($) (in thousands)(1)(2) · Value of Initial Fixed $100 Investment Based on: · Net Income($) (in millions) · Net Revenues ($) (in millions)(4) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Total Shareholder Return($)(3) · Peer Group Total Shareholder Return($)(3) | ||||||||||
| 2024 | 4,970 | N/A | 1,319 | N/A | 1,750 | 1,401 | 20.62 | 44.61 | 2.7 | 562.6 |
| 2023 | 8,388 | N/A | 8,732 | N/A | 2,424 | 2,340 | 23.15 | 48.16 | 22.6 | 550.3 |
| 2022 | 1,041 | 25,518 | (170,952) | (19,989) | 518 | (19,685) | 22.42 | 49.85 | 21.2 | 505.8 |
| 2021 | 13,032 | 12,962 | 290,153 | 298,744 | 13,839 | 19,870 | 91.81 | 91.22 | (9.6) | 419.6 |
(1) On August 2, 2022, Ms. Spear was appointed by our Board as our sole Chief Executive Officer and Ms. Hasson was appointed as Executive Chair of the Board.
(2)Amounts represent “compensation actually paid” to our PEO and the average “compensation actually paid” to our remaining NEOs for the relevant fiscal year, each computed in accordance with Item 402(v) of Regulation S-K, which includes the individuals indicated in the table below for the fiscal years listed:
| Year | PEO(s) | Non-PEO NEO(s) |
| 2024 | Catherine Spear | Sarah Oughtred, Kevin Fosty and Daniella Turenshine |
| 2023 | Catherine Spear | Daniella Turenshine |
| 2022 | Catherine Spear and Heather Hasson | Daniella Turenshine |
| 2021 | Catherine Spear and Heather Hasson | Daniella Turenshine and Jeffrey D. Lawrence |
Although we have voluntarily included Heather Hasson in this Proxy Statement as an NEO for the fiscal year ended December 31, 2024, we have excluded her from the calculations applicable to our non-PEO NEOs in the above table for the fiscal years ended December 31, 2023 and 2024 because she was not a “named executive officer” under SEC regulations.
The dollar amounts in this “compensation actually paid” column do not reflect the amount of compensation actually realized by our NEOs during the applicable year. As shown in the following table, to calculate “compensation actually paid,” Item 402(v) of Regulation S-K requires us to begin with the dollar amounts in the “total” column of the Summary Compensation Table appearing earlier in this Proxy Statement, and make adjustments for a variety of factors, including the impact of changes in the fair value of our NEOs’ previously granted equity awards, as follows:
| 2024 | ||
|---|---|---|
| Adjustments | PEO($) | Average Non-PEO NEOs($) |
| Summary Compensation Table Total | 4,970,064 | 1,749,944 |
| Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | (3,606,522) | (1,145,619) |
| Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 3,532,342 | 1,436,059 |
| Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | 504,616 | 11,401 |
| Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | (1,554,651) | (8,083) |
| Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | (2,526,556) | (40,781) |
| Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | — | (932,294) |
| Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | — | — |
| Increase based on Incremental Fair Value of Awards Modified during Applicable FY | — | 330,705 |
| Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY | — | — |
| Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | — | — |
| Compensation Actually Paid amounts (as calculated) | 1,319,293 | 1,401,332 |
The fair values of unvested and outstanding equity awards to our NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the 2021, 2022, 2023 and 2024 fiscal years. Fair values as of each measurement date were determined using valuation assumptions and methodologies (including volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant in accordance with ASC Topic 718, except for the remeasurement of stock options.
The grant-date fair values of stock options were estimated using Black-Scholes. Subsequent stock option valuations at the end of each fiscal year and as of each vest date are performed using the a lattice valuation model due to a change in the expected term of out-of-the-money options. A lattice model utilizes the contractual term of maturity of each stock option, and assumes the holder will exercise stock options the first time the Company’s stock price exceeds a pre-defined multiple of the strike price which was determined to be 3.0x (which we believe provides a better estimate of out-of-the-money options).
(3)The Company’s TSR and Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 beginning with our initial public offering in May 2021. The Peer Group reflected in the Peer Group TSR is the S&P 500 Apparel, Accessories, & Luxury Goods Index, as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 pursuant to Item 201(e) of Regulation S-K.
(4)For 2023 and 2024, net revenues represents net revenues, as adjusted. Net revenues, as adjusted is calculated as net revenues as determined under GAAP, adjusted to disregard the impact of an accounting reclassification related to duty subsidies.
Narrative Disclosure to Pay Versus Performance Table
Relationship Between Financial Performance Measures
The graphs below describe, in a manner compliant with the relevant rules, the relationship between “compensation actually paid” to our PEOs and the average of the “compensation actually paid” to our remaining NEOs, with (i) our cumulative TSR, (ii) our Peer Group TSR, (iii) our net income and (iv) our net revenues, in each case, for the fiscal years ended December 31, 2021, 2022, 2023 and 2024.
TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.
Pay Versus Performance Tabular List
We believe the following performance measures represent the most important financial performance measures used by us to link “compensation actually paid” to our NEOs for the fiscal year ended December 31, 2024:
net revenues; and
adjusted EBITDA margin.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.