FIGS INC CLASS A (FIGS)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
FIGS INC CLASS A · Meeting: June 3, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
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.
Say on Pay
✓ FORCEO
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 Ratification
✓ FORAuditor
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.
Overall Assessment
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.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing