Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer
On January 18, 2022, the board of directors (the "Board") of Hims & Hers Health,
Inc. (the "Company") appointed Oluyemi Okupe as chief financial officer and
principal financial officer of the Company, effective January 24, 2022. Irene
Becklund, the Company's controller, who is serving as interim principal
financial officer and principal accounting officer as disclosed in the Company's
Current Report on Form 8-K filed on November 18, 2021, will continue as the
Company's principal accounting officer but will cease serving as interim
principal financial officer upon the effectiveness of Mr. Okupe's appointment.
Prior to joining the Company, Mr. Okupe, 35, served as Chief Financial Officer
of Hipcamp from June 2021 to January of 2022. Mr. Okupe served as Divisional
CFO, Mobility of Uber from March 2020 to June 2021 and as Divisional CFO, Uber
Eats from June 2019 to March 2020. Previously, Mr. Okupe served as Divisional
CFO for Braintree Payment Solutions LLC, a division of PayPal, from March 2017
to June 2019 and as Head of Financial Planning and Analysis, Braintree from
April 2016 to March 2017. Prior to that, Mr. Okupe was Finance Lead, Google
Commerce at Google from 2014 to 2016, and served in various finance roles at
eBay and PayPal, a division of eBay, from 2011 to 2014. Mr. Okupe is a Chartered
Financial Analyst® charterholder, and is also licensed as a Certified Public
Accountant in Illinois. He holds an M.B.A. from Stanford University Graduate
School of Business and a bachelor's degree in civil engineering from the
University of California, Davis.
In connection with Mr. Okupe's appointment as chief financial officer and
principal financial officer, Mr. Okupe and the Company entered into an offer
letter (the "CFO Offer Letter"). Pursuant to the terms of the CFO Offer Letter,
Mr. Okupe will receive (i) an annual base salary of $450,000 (the "Base
Salary"), (ii) a signing bonus of $350,000, subject to his continued service for
180 days, and (iii) a grant of equity awards under the Company's 2020 Equity
Incentive Plan with a grant value of $7.0 million, 40% of which consists of an
option to purchase shares of the Company's Class A Common Stock at the
then-current trading price on the date of grant (the "Option Grant") and 60% of
which consists of restricted stock units (the "RSU Grant"). Subject to Mr.
Okupe's continuous service through each vesting date, (i) 25% of the Option
Grant will vest 12 months after the vesting commencement date (as defined in the
relevant award agreement) and 1/48th of the total shares will vest at the end of
each month thereafter and (ii) 25% of the RSU Grant will vest on March 15, 2023
and the remaining 75% of the RSU Grant will vest in equal quarterly installments
over the following three years, subject to Mr. Okupe's continued service with
the Company. Mr. Okupe will also be eligible for an annual discretionary bonus
with a target of 50% of his Base Salary.
Mr. Okupe will enter into the Company's standard form of change in control and
severance agreement (the "Change in Control and Severance Agreement") for its
executive officers, the terms of which are outlined in the "Executive
Compensation" section in the Company's definitive proxy statement, filed with
the Securities and Exchange Commission on May 17, 2021. Pursuant to the terms of
the CFO Offer Letter, Mr. Okupe's employment is at will and may be terminated at
any time by the Company or Mr. Okupe. The foregoing descriptions of the CFO
Offer Letter and Change in Control and Severance Agreement are not complete and
are qualified in their entirety by reference to the CFO Offer Letter and Change
in Control Severance Agreement, which will be filed as exhibits to the Company's
Annual Report on Form 10-K for the year ending December 31, 2021.
There are no arrangements or understandings between Mr. Okupe and any other
persons pursuant to which he was appointed as chief financial officer and
principal financial officer of the Company. There are no family relationships
between Mr. Okupe and any director, executive officer, or any person nominated
or chosen by the Company to become a director or executive officer. Mr. Okupe is
not a party to any current or proposed transaction with the Company for which
disclosure is required under Item 404(a) of Regulation S-K. Mr. Okupe will enter
into the Company's standard form of indemnification agreement.
--------------------------------------------------------------------------------
Resignation of Chief Medical Officer; Appointment of Director
On January 18, 2022, the Board increased the size of the Board from nine to ten
directors and appointed Dr. Patrick Carroll, M.D., 63, the Company's former
Chief Medical Officer, to fill the newly created vacancy, effective February 1,
2022. Dr. Carroll is expected to stand for election at the Company's 2022 annual
meeting of stockholders, and will serve until his successor is elected and
qualified, or sooner in the event of his death, resignation or removal. Prior to
his appointment to the Board, Dr. Carroll resigned as the Company's Chief
Medical Officer, effective January 31, 2022.
Dr. Carroll will be entitled to receive compensation in accordance with the
Company's non-employee director compensation program as outlined in the
"Director Compensation" section in the Company's definitive proxy statement,
filed with the Securities and Exchange Commission on May 17, 2021.
There are no arrangements or understandings between Dr. Carroll and any other
persons pursuant to which he was appointed as a member of the Board. There are
no family relationships between Dr. Carroll and any director, executive officer,
or any person nominated or chosen by the Company to become a director or
executive officer. Dr. Carroll is not a party to any current or proposed
transaction with the Company for which disclosure is required under Item 404(a)
of Regulation S-K. Dr. Carroll has entered into the Company's standard form of
indemnification agreement.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses