FIGS, Inc. appointed Catherine Spear as new CEO

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

On August 2, 2022, the Board of Directors (the "Board") of the Company appointed Heather Hasson as Executive Chair of the Board, effective August 4, 2022 (the "Effective Date"). In connection with her appointment as Executive Chair, Ms. Hasson has resigned as Co-Chief Executive Officer and co-principal executive officer of the Company, effective on the Effective Date. Ms. Hasson will continue to be an executive officer and director of the Company. 


On August 2, 2022, the Board appointed Catherine Spear as the Company's sole Chief Executive Officer and principal executive officer, effective on the Effective Date. Ms. Spear's biographical information can be found on page 9 of the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2022.


In connection with her appointment as Executive Chair, the Company entered into a Second Amended and Restated Employment Agreement with Ms. Hasson (the "Employment Agreement"), effective as of the Effective Date. The term of the Employment Agreement commences on the Effective Date and ends on December 31, 2024. The Employment Agreement provides that, during the term of the Employment Agreement, Ms. Hasson will no longer be eligible to receive any base salary and, commencing with fiscal year 2023, Ms. Hasson will no longer be eligible to receive an annual bonus. Ms. Hasson will continue to be eligible (i) to receive an annual bonus with respect to fiscal year 2022 (pro-rated to reflect her change in salary), (ii) to participate (at the sole cost of the Company and on a tax-neutral basis to Ms. Hasson) in the health, welfare, retirement, vacation and other employee benefit plans, practices, policies and programs generally available to other senior executives, and (iii) for Company payment of the filing and legal fees associated with any required filings under the Hart-Scott-Rodino Act, as amended, with respect to the acquisition of our securities. During the term of the Employment Agreement, all outstanding equity awards held by Ms. Hasson will remain outstanding and continue to vest and become exercisable (if applicable) in accordance with their terms. 


In connection with Ms. Hasson's appointment, pursuant to the Employment Agreement and subject to her continued service through August 9, 2022 (the "Grant Date"), the Board approved the grant of equity awards to Ms. Hasson under the Company's 2021 Equity Incentive Award Plan, effective on the Grant Date, with a value equal to $24,923,668, of which $13,603,183 will be granted in the form of a nonqualified stock option (the "Option") and $11,320,485 will be granted in the form of an RSU award (the "RSU Award"). The Option will vest and become exercisable in 29 substantially equal installments on each monthly anniversary of the Effective Date (with the final installment vesting on December 31, 2024), and the RSU Award will vest in 10 substantially equal installments on each quarterly anniversary of the Effective Date (with the final installment vesting on December 31, 2024), in each case, subject to Ms. Hasson's continued service through the applicable vesting date. 


Pursuant to the Employment Agreement, if Ms. Hasson's employment is terminated by us without "cause" or by her for "good reason" during the period beginning three months prior to and ending 12 months following a "change in control" (each as defined in the Employment Agreement), Ms. Hasson will receive the following severance payments and benefits: (i) 100% accelerated vesting (and exercisability, if applicable) of all outstanding equity awards granted to Ms. Hasson; (ii) a lump-sum amount equal to 200% of the cost of 18 months of COBRA premiums; and (iii) if the termination occurs prior to the payment of Ms. Hasson's annual bonus for 2022, an amount equal to Ms. Hasson's target annual bonus for 2022. If Ms. Hasson's employment is terminated by us without "cause" or by her for "good reason" not within the change in control period described above, she will receive (i) 50% accelerated vesting (and exercisability, if applicable) of each of the Option and the RSU Award and 100% accelerated vesting (and exercisability, if applicable) of all other outstanding equity awards; and (ii) a lump-sum amount equal to 200% of the cost of 18 months of COBRA premiums. The severance payments and benefits described above are subject to Ms. Hasson's timely execution and non-revocation of a release of claims in our favor. Additionally, if Ms. Hasson's employment is terminated due to death or disability, she will receive 100% accelerated vesting (and exercisability, if applicable) of all outstanding equity awards held by her. Further, if a change in control of the Company occurs, Ms. Hasson will receive 100% accelerated vesting (and exercisability, if applicable) of all outstanding equity awards granted to her prior to May 2021.


Ms. Hasson is also subject to the terms and conditions of an employee confidential information and invention assignment agreement, a one-year post-termination non-solicitation covenant, and an indefinite mutual non-disparagement covenant.


The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full Employment Agreement, which is filed as Exhibit 10.1 to this Report and is incorporated herein by reference.