Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 7, 2024

FIGS, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-40448

46-2005653

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2834 Colorado Avenue, Suite 100

Santa Monica, California

90404

(Address of Principal Executive Offices)

(Zip Code)


Registrant’s Telephone Number, Including Area Code: (424) 300-8330


Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.0001 par value per share

FIGS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 7, 2024, the Board of Directors (the “Board”) of FIGS, Inc. (the “Company”) appointed Sarah Oughtred to serve as the Company’s Chief Financial Officer, effective as of August 9, 2024 (the “Effective Date”), succeeding Kevin Fosty, who has been serving in the role on an interim basis while the Company engaged in a search process for a permanent Chief Financial Officer. In order to facilitate a smooth transition, Ms. Oughtred is expected to commence employment on July 29, 2024 (the “Start Date”), and to assume the roles of Chief Financial Officer, principal financial officer and principal accounting officer on the Effective Date. Mr. Fosty will remain serving as Interim Chief Financial Officer, principal financial officer and principal accounting officer until the Effective Date and will thereafter continue with the Company in his previous role of VP, Controller.

Ms. Oughtred, age 42, has served in roles of increasing responsibility within the finance department at Lululemon Athletica Inc., a multinational athletic apparel retailer, since 2007, most recently serving as SVP, FP&A from August 2021 to June 2024, and as VP, FP&A from October 2018 to August 2021. In her latest role at Lululemon, Ms. Oughtred led a global team of over 100 finance team members, served as a key partner to the senior executive team, drove the financial component of strategic and operational planning and led the company's annual and quarterly financial planning and earnings processes. Before Lululemon, Ms. Oughtred spent three years at PricewaterhouseCoopers LLP in the audit and assurance practice. Ms. Oughtred holds a Bachelor’s of Commerce from the University of Victoria, a Master’s of Professional Accounting from the University of Saskatchewan and a Chartered Professional Accountant designation in Canada.

In connection with Ms. Oughtred’s appointment as Chief Financial Officer, FIGS Canada, Inc., a wholly owned subsidiary of the Company, has entered into an Employment Agreement with Ms. Oughtred (the “Employment Agreement”), effective as of July 29, 2024, pursuant to which Ms. Oughtred will receive an annual base salary of $500,000 (the “Base Salary”) and an annual target bonus opportunity of $300,000. The payment of any earned annual bonus will be subject to her continued employment through the bonus payment date and be pro-rated for the year ending December 31, 2024.

Pursuant to the Employment Agreement and subject to her continued service through August 12, 2024 (the “Grant Date”), the Compensation Committee of the Board approved the grant of restricted stock units to Ms. Oughtred under the Company’s 2021 Equity Incentive Award Plan (the “Plan”), effective on the Grant Date, with a value equal to $4,000,000 (the “RSU Award”). The RSU Award will vest quarterly over four years, subject to Ms. Oughtred’s continued service through the applicable vesting date. Ms. Oughtred will also be eligible to participate in the Company’s annual equity award program under the Plan, with a target annual grant amount to be determined by the Board (or a committee thereof) in its sole discretion by reference to the 50th percentile of annual equity-based awards granted to chief financial officers in the Company’s executive compensation peer group.

Ms. Oughtred’s employment with us may be terminated by her or by us at any time, with or without cause, subject to mandatory notice periods. Pursuant to the Employment Agreement, if Ms. Oughtred’s employment is terminated by the Company without “cause” or by her for “good reason” (each, as defined in the Employment Agreement), in either case, prior to the one-year anniversary of the Start Date, then Ms. Oughtred is entitled to receive continued payments of her Base Salary for six months following the date of termination. If Ms. Oughtred’s employment is terminated by the Company without “cause” or by her for “good reason,” in either case, after the one-year anniversary of the Start Date, then Ms. Oughtred is entitled to receive continued payments of her Base Salary for twelve months following the date of termination. If Ms. Oughtred’s employment is terminated by the Company without “cause” or by her for “good reason,” in either case, within 12 months following a “change in control” of the Company (as defined in the Plan), then 100% of the then-unvested shares subject to RSU Award will vest in full. These severance payments that exceed her statutory entitlements are subject to Ms. Oughtred’s timely execution and non-revocation of a release of claims in the Company’s favor and her continued compliance with the non-competition, non-solicitation and other restrictive covenants in the Employment Agreement.

The foregoing description of the principal terms of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement, a copy of which will be filed with our quarterly report on Form 10-Q for the quarter ending June 30, 2024.

Item 7.01 Regulation FD Disclosure.

On June 12, 2024, the Company issued a press release (the “Press Release”) regarding the Chief Financial Officer appointment discussed above. A copy of the Press Release is attached hereto as Exhibit 99.1.

The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.			Description
99.1*			Press Release of the Company, dated June 12 , 2024
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)


*			This exhibit related to Item 7.01 shall be deemed to be furnished, and not filed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		FIGS, INC.
Date:	June 12, 2024	By:	/s/ Catherine Spear
		Name:	Catherine Spear
		Title:	Chief Executive Officer and Director

SARAH OUGHTRED TO BECOME FIGS’ NEW CHIEF FINANCIAL OFFICER

Longtime Senior Finance Executive Joins FIGS After Almost 17 Years at lululemon

SANTA MONICA, Calif., June 12, 2024 — FIGS, Inc. (NYSE: FIGS), the renowned medical apparel brand, today announced the appointment of Sarah Oughtred as the Company’s new Chief Financial Officer.

To facilitate a smooth transition, Ms. Oughtred will join FIGS on July 29, 2024, and will become FIGS’ Chief Financial Officer, effective August 9, 2024. Ms. Oughtred will lead all aspects of finance, including FP&A and accounting, and will also lead data analytics.

“I am thrilled to welcome Sarah to FIGS during this exciting time in our growth trajectory,” said Trina Spear, FIGS’ Chief Executive Officer and Co-Founder. “Her experience scaling lululemon into a global apparel leader aligns directly with our long-term growth plans, where we aim to be the iconic global brand for healthcare professionals over the next 100 years. We look forward to benefitting from Sarah’s experience driving exceptional growth and profitability.”

Ms. Oughtred spent almost 17 years at lululemon, where she served in finance leadership roles of increasing responsibility, including Senior Vice President, Financial Planning & Analysis (FP&A) since 2021. In that role, Ms. Oughtred led a global team of over 100 finance team members, served as a key partner to the Senior Executive Team, drove the financial component of strategic and operational planning, and led the company’s annual and quarterly financial planning and earnings processes. Over her tenure at lululemon, Ms. Oughtred played a pivotal role in increasing net revenues from $270 million to approximately $10 billion, scaling its retail footprint from less than 50 stores to over 700, and expanding its international footprint from North America-only to over 25 countries globally.

“I could not be more excited to become FIGS’ new Chief Financial Officer and look forward to working with the entire team to take the company to the next level,” said Ms. Oughtred. “I have long admired how FIGS revolutionized the healthcare apparel industry, as well as its structurally advantaged financial profile. This is an exciting time to be joining with so much growth potential ahead through the company’s product innovation, inspirational storytelling, global expansion, TEAMS, and a growing retail presence through Community Hubs.”

Prior to lululemon, Ms. Oughtred spent three years at PricewaterhouseCoopers in the audit and assurance practice, where she planned and executed audit and review engagements for both public and private companies within the consumer products and services sector. She received her Bachelor’s of Commerce from the University of Victoria in 2003 and her Master’s of Professional Accounting from the University of Saskatchewan in 2005. She also holds a Chartered Professional Accountant designation in Canada.

Forward-Looking Statements

This press release contains various forward-looking statements about FIGS, Inc. (the “Company”) within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, that are based on current management expectations, and which involve substantial risks and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, such forward-looking statements. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking. These forward-looking statements generally are identified by the words “anticipate”, “believe”, “contemplate”, “continue”, “could”, “estimate”, “expect”, “forecast”, “future”, “intend”, “may”, “might”, “opportunity”, “outlook”, “plan”, “possible”, “potential”, “predict”, “project,” “should”, “strategy”, “strive”, “target”, “will” or “would”, the negative of these words or other similar terms or expressions. The absence of these words does not mean that a statement is not forward-looking. These forward-looking statements address various matters, including Ms. Oughtred’s anticipated employment and responsibilities at the Company; the Company’s long-term growth plans and its aim to be the iconic global brand for healthcare professionals over the next 100 years; and the

Company’s growth strategies and potential, including product innovation, inspirational storytelling, global expansion, TEAMS, and Community Hubs; all of which reflect the Company’s expectations based upon currently available information and data. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, the Company’s actual results, performance or achievements may differ materially from those expressed or implied by the forward-looking statements, and you are cautioned not to place undue reliance on these forward-looking statements. The following important factors and uncertainties, among others, could cause actual results, performance or achievements to differ materially from those described in these forward-looking statements: the Company’s ability to maintain its historical growth; the Company’s ability to maintain profitability; the Company’s ability to maintain the value and reputation of its brand; the Company’s ability to attract new customers, retain existing customers, and to maintain or increase sales to those customers; the success of the Company’s marketing efforts; the Company’s ability to maintain a strong community of engaged customers and Ambassadors; negative publicity related to the Company’s marketing efforts or use of social media; the Company’s ability to successfully develop and introduce new, innovative and updated products; the competitiveness of the market for healthcare apparel; the Company’s ability to maintain its key employees; the Company’s ability to attract and retain highly skilled team members; risks associated with expansion into, and conducting business in, international markets; changes in, or disruptions to, the Company’s shipping arrangements; the successful operation of the Company’s distribution and warehouse management systems; the Company’s ability to accurately forecast customer demand, manage its inventory, and plan for future expenses; the impact of changes in consumer confidence, shopping behavior and consumer spending on demand for the Company’s products; the impact of macroeconomic trends on the Company’s operations; the Company’s reliance on a limited number of third-party suppliers; the fluctuating costs of raw materials; the Company’s failure to protect proprietary, confidential or sensitive information or personal customer data, or risks of cyberattacks; the Company’s failure to protect its intellectual property rights; the fact that the operations of many of the Company’s suppliers and vendors are subject to additional risks that are beyond its control; and other risks, uncertainties, and factors discussed in the “Risk Factors” section of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on May 9, 2024, the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 28, 2024, and the Company’s other periodic filings with the SEC. The forward-looking statements in this press release speak only as of the time made and the Company does not undertake to update or revise them to reflect future events or circumstances.

About FIGS

FIGS is a founder-led, direct-to-consumer healthcare apparel and lifestyle brand that seeks to celebrate, empower, and serve current and future generations of healthcare professionals. We create technically advanced apparel and products that feature an unmatched combination of comfort, durability, function and style. We share stories about healthcare professionals’ experiences in ways that inspire them. We build meaningful connections within the healthcare community that we created. Above all, we seek to make an impact for our community, including by advocating for them and always having their backs.

We serve healthcare professionals in numerous countries in North America, Europe, the Asia Pacific region and the Middle East. We also serve healthcare institutions through our TEAMS platform.

Contacts

Investors:

IR@wearfigs.com

Media:

press@wearfigs.com

Cover Page	Jun. 07, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 07, 2024
Entity Registrant Name	FIGS, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40448
Entity Tax Identification Number	46-2005653
Entity Address, Address Line One	2834 Colorado Avenue
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Santa Monica
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90404
City Area Code	(424)
Local Phone Number	300-8330
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	FIGS
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001846576
Amendment Flag	false