HIMS HERS HEALTH INC CLASS A (HIMS)
Sector: Health Care
2026 Annual Meeting Analysis
HIMS HERS HEALTH INC CLASS A · Meeting: June 11, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Nine Director Nominees to Serve Until the 2027 Annual Meeting of Stockholders
Dudum is the founding CEO and Chairman; HIMS's 3-year stock return of +138.5% outperforms the XLV healthcare ETF benchmark by +125.4 percentage points, far exceeding the 65-point threshold required to trigger a negative vote, so the TSR test passes comfortably — no policy trigger fires.
New nominee joining the board for the first time at this meeting; as a brand-new director he is exempt from the TSR trigger under the 24-month new-director exemption, and his marketing and consumer-platform background at DoorDash and public-company board experience at Stitch Fix and Vital Farms provide relevant qualifications.
Autor joined the board in November 2024 (less than 24 months ago), placing her within the new-director exemption from the TSR trigger; her deep FDA regulatory experience is directly relevant to Hims & Hers' telehealth and pharmaceutical business.
Cosgrove has served since January 2021 and the company's 3-year TSR of +138.5% beats the XLV ETF fallback benchmark by +125.4 percentage points, well above the 65-point threshold required to trigger a negative vote, so no TSR concern applies; his medical and health-system leadership experience is relevant.
Manuel joined in April 2024 (less than 24 months ago), qualifying for the new-director exemption from the TSR trigger; her regulatory, international, and governance expertise adds relevant skills to the board.
Payne joined in March 2024 (less than 24 months ago), qualifying for the new-director exemption; his operational and technology-platform experience at DoorDash, eBay, and Tinder is well-matched to Hims & Hers' direct-to-consumer digital model.
Perez has served since March 2021 and the company's 3-year TSR of +138.5% exceeds the XLV ETF fallback by +125.4 percentage points, clearing the 65-point strong-positive threshold with no trigger; her consumer brand and marketing expertise is relevant to a direct-to-consumer health company.
Schultz joined in July 2024 (less than 24 months ago), placing him within the new-director exemption; his decades of pharmaceutical and healthcare executive leadership at Teva and Novo Nordisk provide directly applicable industry experience.
Wells has served since January 2021 and the company's 3-year TSR of +138.5% outperforms the XLV ETF fallback by +125.4 percentage points, well above the 65-point threshold, so no TSR trigger fires; his CFO background at Netflix and role as audit committee chair and financial expert satisfy independence and financial expertise requirements.
All nine nominees receive a FOR vote. The company's 3-year stock return of +138.5% dramatically outperforms the XLV healthcare ETF (the applicable fallback benchmark, as no named compensation peer group TSR data is available for director-election purposes) by +125.4 percentage points — far above the 65-point threshold that would be required to trigger concerns for long-tenured directors. Five of the nine nominees joined within the past 24 months and are independently exempt from the TSR trigger. No overboarding, independence, attendance, or qualifications concerns were identified across the slate.
Say on Pay
✓ FORCEO
Mr. Dudum
Total Comp
$22,958,907
Prior Support
98%%
CEO Dudum received total compensation of approximately $22.96 million in 2025, consisting of a $494,792 base salary, a $585,763 performance-based cash bonus earned at 93.72% of target (reflecting actual revenue and Adjusted EBITDA results), approximately $10.6 million in stock awards (time-vesting restricted stock units), and approximately $11 million in performance stock options that vest only upon achievement of 2027 revenue and Adjusted EBITDA targets — meaning the large majority of his pay is at risk and tied to measurable financial outcomes. The pay mix is heavily performance-based and variable, with fixed salary representing less than 3% of total compensation, satisfying the pay-mix requirement; the company's 3-year stock return of +138.5% substantially outperforms the XLV benchmark by +125.4 percentage points, confirming strong pay-for-performance alignment. The company received 98% shareholder support on last year's say-on-pay vote, has a compliant clawback policy adopted in 2023, and no policy triggers — aggregate pay level, individual thresholds, pay mix, or pay-for-performance misalignment — are activated.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$4,545,894
Non-Audit Fees
$0
KPMG charged $4,545,894 in audit fees for 2025 and zero in non-audit, tax, or other fees, meaning the non-audit fee ratio is 0% — well below the 50% threshold that would raise independence concerns. KPMG is a Big 4 firm appropriate for a $6.4 billion market-cap company. Auditor tenure is not disclosed in the filing, so the tenure trigger cannot fire per policy, and no material restatements were identified.
Overall Assessment
The 2026 Hims & Hers annual meeting presents a clean ballot: all nine director nominees receive FOR votes driven by exceptional 3-year stock outperformance (+125.4 percentage points above XLV) with no TSR, attendance, independence, or overboarding concerns; KPMG's ratification is straightforward with zero non-audit fees; and the say-on-pay program earns a FOR based on a heavily performance-linked pay structure, strong business results, and 98% prior-year shareholder support. No stockholder proposals appear on this ballot.