Hinge Health, Inc.
For the period ended Jun 3, 2026. Filed Apr 17, 2026.
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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.
Jun 3, 2026 · Filed Apr 17, 2026
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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
| Filed by the Registrant x | Filed by a Party other than the Registrant o |
|---|
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under §240.14a-12 |
Hinge Health, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| x | No fee required. |
|---|---|
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Notice of 2026 Annual Meeting of Stockholders
To be held at 9:00 a.m. Pacific Time on Wednesday, June 3, 2026
Dear Stockholders of Hinge Health, Inc.:
We invite you to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of Hinge Health, Inc., a Delaware corporation, which will be held virtually on Wednesday, June 3, 2026 at 9:00 a.m. Pacific Time. You can attend the Annual Meeting by visitingwww.virtualshareholdermeeting.com/HNGE2026, where you will be able to listen to the meeting live and vote your shares online during the meeting, just as you would at an in-person meeting. We believe that a virtual stockholder meeting makes it easier for stockholders to attend and participate fully and equally in the Annual Meeting.
We will hold the Annual Meeting for the following purposes, which are more fully described in the accompanying proxy statement (the “Proxy Statement”):
To elect Teddie Wardi and Tyler Sloat, the nominees for Class I directors, to serve until our 2029 annual meeting of stockholders and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation, disqualification, retirement or removal; and
To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026.
We will also consider any other business that properly comes before the Annual Meeting or any adjournment or postponement thereof. At this time, we are not aware of any other matters to be submitted for consideration at the Annual Meeting.
Our Board of Directors has fixed the close of business on April 10, 2026 as the record date for the Annual Meeting. Only stockholders of record on April 10, 2026 are entitled to notice of, and to vote at, the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available upon request for examination by any stockholder, during ordinary business hours at our headquarters, for any purpose relating to the Annual Meeting for a period of ten (10) days ending the day before the Annual Meeting date. Further information regarding voting rights, the matters to be voted upon and instructions to attend the Annual Meeting is presented in the Proxy Statement.
The Notice of Internet Availability of Proxy Materials containing instructions on how to access the Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) is first being mailed on or about April 17, 2026 to all stockholders entitled to vote at the Annual Meeting. You will be asked to enter the 16-digit control number located on your Notice of Internet Availability of Proxy Materials, your proxy card or the instructions that accompanied your proxy materials to attend the Annual Meeting.
Every stockholder vote is important. Whether or not you plan to attend the Annual Meeting, please cast your vote as soon as possible by internet, telephone or mail to ensure your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether you attend the Annual Meeting. Returning the proxy does not affect your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. For additional instructions on attending the Annual Meeting or voting your shares, please refer to the section titled“Questions and Answers About the Proxy Materials and Our Annual Meeting” in the Proxy Statement.
Thank you for your ongoing support and continued interest in Hinge Health.
By Order of the Board of Directors,
Daniel A. Perez
Chief Executive Officer and Co-Founder
San Francisco, California
April 17, 2026
Important Notice Regarding Availability of Proxy Materials for the Annual Meeting: The Proxy Statement and our Annual Report are available at www.proxyvote.com.
Proxy Statement for 2026 Annual Meeting of Stockholders
TABLE OF CONTENTS
| Page | |
|---|---|
| PROXY STATEMENT SUMMARY | 1 |
| Information about our 2026 Annual Meeting of Stockholders | 1 |
| Voting Matters and Board of Directors Recommendations | 1 |
| Governance and Board of Directors Highlights | 1 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 2 |
| Director Nominees for Election at Annual Meeting | 2 |
| Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders | 3 |
| Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders | 3 |
| Director Independence | 4 |
| Board Structure | 5 |
| Board of Directors and Committee Meetings and Attendance | 5 |
| Executive Sessions | 5 |
| Committees of Our Board of Directors | 5 |
| Compensation Committee Interlocks and Insider Participation | 7 |
| Director Qualifications | 7 |
| Nomination to the Board of Directors | 8 |
| Communication with Directors | 9 |
| Board of Directors and Committee Self-Evaluations | 9 |
| Board Attendance at Annual Meeting of Stockholders | 9 |
| Our Board of Directors’ Role in Risk Oversight | 9 |
| Board of Directors Leadership Structure | 10 |
| Personal Data Protection and Cybersecurity Risk Oversight | 10 |
| Oversight of Corporate Strategy | 11 |
| Management Succession Planning | 11 |
| Corporate Governance Guidelines | 11 |
| Code of Business Conduct and Ethics | 12 |
| Stock Ownership Guidelines | 12 |
| Insider Trading Compliance Policy; Anti-Hedging | 12 |
| Compensation Consultants | 12 |
| Policies and Practices Related to the Grant of Certain Equity Awards | 13 |
| Clawback Policy | 13 |
| Corporate Responsibility | 13 |
| Non-Employee Director Compensation Arrangements | 14 |
| 2025 Director Compensation | 15 |
| PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS | 17 |
| Nominees for Director | 17 |
| Vote Required | 17 |
| PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 18 |
| Independent Registered Public Accounting Firm Fees and Services | 18 |
| Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 19 |
| Vote Required | 19 |
| EXECUTIVE OFFICERS | 20 |
| EXECUTIVE COMPENSATION | 21 |
|---|---|
| Summary Compensation Table | 21 |
| Narrative to Summary Compensation Table | 21 |
| Outstanding Equity Awards at 2025 Year-End Table | 22 |
| Executive Compensation Arrangements | 24 |
| EQUITY COMPENSATION PLAN INFORMATION | 25 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 26 |
| REPORT OF THE AUDIT COMMITTEE | 28 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 29 |
| Investors’ Rights Agreement | 29 |
| Right of First Refusal | 29 |
| Loans to Certain Officers and Directors | 29 |
| Legal Services | 30 |
| Preferred Stock Repurchase and Participation Letter | 30 |
| Voting Agreement | 30 |
| Other Transactions | 30 |
| Director and Officer Indemnification | 31 |
| Policies and Procedures for Related Person Transactions | 31 |
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING | 32 |
| OTHER MATTERS AND ADDITIONAL INFORMATION | 40 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.