Sector: Consumer Discretionary
FIGS INC CLASS A · Meeting: June 3, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
FIGS' 3-year total return of +147.7% outperforms the company-disclosed peer group median by +134.9 percentage points, well above the 65-percentage-point trigger threshold for strong-positive-return companies, so no TSR underperformance flag applies; Hasson has served since 2013, attends meetings adequately, and holds no disqualifying overboarding positions.
No TSR underperformance trigger applies given FIGS' strong outperformance of its peer group; Lin joined in April 2022 (more than 24 months ago), attends meetings adequately, holds one other board seat (Boston University trustee, non-public), and brings relevant technology and founder-CEO expertise.
Whelan joined in January 2025 and has been a director for less than 24 months, making her exempt from the TSR trigger under policy; she brings relevant consumer and operations expertise and no disqualifying flags are present.
All three Class II director nominees — Hasson, Lin, and Whelan — receive a FOR vote. FIGS' 3-year total shareholder return of +147.7% outperforms the company-disclosed peer group median by +134.9 percentage points, comfortably clearing the 65-percentage-point threshold required to trigger a performance-based AGAINST vote for strong-positive-return companies. No overboarding, attendance, independence, or familial relationship concerns are identified for any nominee.
CEO
Catherine Spear
Total Comp
$8,211,946
Prior Support
98%%
CEO Catherine Spear's total reported compensation of $8.2 million is within a reasonable range for a CEO of a $2.7 billion consumer-apparel company, and prior shareholder support was an overwhelming 98% in 2025, reflecting broad investor satisfaction. The compensation structure is heavily weighted toward variable pay — annual cash bonuses tied to pre-set net revenue and adjusted EBITDA margin targets that were both achieved at the maximum level (200% payout), and equity awards that vest over four years, aligning executive rewards with shareholder outcomes. The company maintains a formal clawback policy, prohibits hedging and pledging, and does not provide tax gross-ups on severance, all consistent with sound pay governance.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,266,000
Non-Audit Fees
$76,615
Non-audit fees (tax advisory and compliance) of $76,615 represent only about 3.4% of audit fees of $2,266,000, well below the 50% threshold that would raise independence concerns; Ernst & Young is a Big 4 firm appropriate for FIGS' $2.7 billion market cap; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire, and there are no disclosed material restatements.
The 2026 FIGS annual meeting presents three standard proposals — director elections, auditor ratification, and a Say-on-Pay vote — all of which receive a FOR vote determination. FIGS delivered exceptional shareholder returns in the period under review, compensation structures are performance-linked and well-governed, and the auditor relationship raises no independence concerns.
13 companies disclosed in 2026 proxy filing
