Item 5. Other Information
Item 5. Other Information
(a) COO Appointment
On May 5, 2025, we announced the appointment of Nader Kabbani as chief operating officer of the Company, effective May 19, 2025. As previously disclosed, to ensure a smooth transition, Melissa Baird, the company’s current chief operating officer, intends to remain with the Company until Mr. Kabbani is fully up to speed on the business, at which point Ms. Baird will transition to a long-term advisory role.
Prior to joining the Company, Mr. Kabbani, 60, served as Senior Vice President of Back-of-Store Automatic at Symbotic, an AI-based robotics and automation company specializing in warehouse fulfillment solutions, from September 2024 until May 2025. Mr. Kabbani served as Executive Vice President at Flexport, a supply chain management and logistics company, from May 2023 until March 2024. Previously, Mr. Kabbani served in various roles at Amazon from March 2005 until March 2023, most recently as Vice President, Regionalization Network Design & Planning. In his nearly 20 years at Amazon, Kabbani led the acquisition of PillPack and the launch of Amazon Pharmacy, and built the operational backbone for flagship offerings, including Amazon Logistics, Amazon Flex, Amazon Kindle, Kindle Direct Publishing, Amazon Music, and Prime Video services. Mr. Kabbani holds an M.S. in Industrial Engineering (Operations Research) and a B.S. in Electrical Engineering from Texas A&M University.
In connection with Mr. Kabbani’s appointment as chief operating officer, Mr. Kabbani and the Company entered into an offer letter (the “COO Offer Letter”). Pursuant to the terms of the COO Offer Letter, Mr. Kabbani will receive (i) an annual base salary of $500,000 (the “Base Salary”), (ii) a signing bonus of $1,000,000, subject to pro-rated clawback in the event of voluntary termination over the first year, and (iii) a grant of equity awards under the Company’s 2020 Equity Incentive Plan with a grant value of $8,000,000 (the “RSU Grant”). Subject to Mr. Kabbani’s continuous service through each vesting date, 25% of the RSU Grant will vest on the first regular company vesting date following the one year anniversary of the grant date, and the remaining 75% of the RSU Grant will vest in equal quarterly installments over the following 3 years. Additionally, Mr. Kabbani will be eligible to receive annual equity awards with a grant value of $4,000,000, subject to quarterly vesting. Mr. Kabbani will also be eligible for an annual discretionary bonus with a target of 75% of his Base Salary.
Mr. Kabbani will enter into the Company’s standard form of change in control and severance agreement (the “Change in Control and Severance Agreement”) for its executive officers, the terms of which are outlined in the “Executive Compensation” section in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on April 25, 2025. Pursuant to the terms of the COO Offer Letter, Mr. Kabbani’s employment is at will and may be terminated at any time by the Company or Mr. Kabbani. The foregoing descriptions of the COO Offer Letter and Change in Control and Severance Agreement are not complete and are qualified in their entirety by reference to the COO Offer Letter, which will be
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filed as an exhibit to Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, and the Change in Control Severance Agreement, which is filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2024.
There are no arrangements or understandings between Mr. Kabbani and any other persons pursuant to which he was appointed as chief operating officer of the Company. There are no family relationships between Mr. Kabbani and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer. Mr. Kabbani is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K. Mr. Kabbani will enter into the Company’s standard form of indemnification agreement.
(c) Insider trading arrangements.
During the fiscal quarter ended March 31, 2025, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K, except as described in the table below:
Name and Title of Insider Adoption, Modification or Termination Applicable Date Duration of Trading Arrangement Rule 10b5-1 Trading Arrangement?
(Y / N) (1)
Aggregate Number of Securities Subject to the Trading Arrangement
Mike Chi , Chief Commercial Officer
Adoption 3/4/2025 6/5/2025 - 4/1/2026
Y 825,264
______________
(1) Denotes whether the trading plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) when adopted.
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Item 6. Exhibits
Exhibit No. Description
10.1 Industrial Building Lease Agreement by and between LPC Mesa Gateway, LP and Hims, Inc., dated January 17, 2025 (incorporated by reference to Exhibit 10.12 to the Registrant’s Form 10-K for the period ended December 31, 2024 filed with the SEC on February 24, 2025).
10.2 Revolving Credit and Guaranty Agreement, dated as of February 18, 2025, among Hims & Hers Health, Inc., the Subsidiary Borrowers, the Guarantors, the Lenders and Banks, and JPMorgan Chase Bank, N.A. (as Administrative Agent and Collateral Agent), and JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. and Goldman Sachs Bank USA, (as Joint Lead Arrangers and Joint Bookrunners) (incorporated by reference to Exhibit 10.14 to the Registrant’s Form 10-K for the period ended December 31, 2024 filed with the SEC on February 24, 2025).
10.3 First Amendment, dated as of M arch 26, 2025 and effective September 1, 2 025, to the Warehouse Lease Agreement by and between COI New Albany Industrial 300, LLC, and Hims, Inc.
31.1 Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).*
31.2 Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).*
32.1 Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350**
32.2 Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350**
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema
101.CAL XBRL Taxonomy Extension Calculation Linkbase
101.DEF XBRL Taxonomy Extension Definition Linkbase
101.LAB XBRL Taxonomy Extension Label Linkbase
101.PRE XBRL Taxonomy Extension Presentation Linkbase
104 Cover Page Interactive Data File - The cover page from this Quarterly Report on Form 10-Q is formatted in iXBRL
*
Filed herewith
** Furnished herewith
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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, thereunto duly authorized.
May 5, 2025
Hims & Hers Health, Inc.
By: /s/ Oluyemi Okupe
Name: Oluyemi Okupe
Title: Chief Financial Officer
(Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.