You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting” or the “2022 Annual Meeting”) of Hims & Hers Health, Inc., a Delaware corporation (“Hims & Hers,” the “Company,” “we,” “us,” or “our”), which will be held on Thursday, June 2, 2022 at 11:00 a.m. Pacific Time. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/HIMS2022. We believe a virtual meeting provides expanded access, improves communication, enables increased stockholder attendance and participation and provides cost savings for our stockholders and the Company.

The enclosed Notice of 2022 Annual Meeting of Shareholders and proxy statement includes details regarding admission and describes the proposals to be considered and voted upon at the Annual Meeting. We encourage you to read this information carefully.

Your vote is important. We hope you plan to virtually attend the Annual Meeting, but whether or not you plan to virtually attend the Annual Meeting, we hope you will vote as soon as possible. To ensure that your vote will be received and counted, please vote online, by telephone or by mailing your proxy card, in each case by following the instructions included with the proxy card. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions using one of these voting options.

On behalf of the Board of Directors and senior management, I would like to express our appreciation for your continued support and interest in Hims & Hers.

If you have any questions regarding this information or the proxy materials, please visit the investor relations section of our website at https://investors.forhims.com or contact our investor relations department at investors@forhims.com.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 2, 2022: This notice of Annual Meeting, proxy statement and accompanying form of proxy card are being made available on or about April 29, 2022.

The Board of Directors recommends that you vote “FOR” the election of all nominees for director in Proposal No. 1, “FOR” Proposal No. 2, “FOR” Proposal No. 3, and for every “ONE YEAR” in Proposal No. 4.

We have sent you this proxy statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Annual Report”) and the proxy card, or collectively, the proxy materials, because the Board of Directors of Hims & Hers (our “Board,” “Board of Directors” or the “Hims & Hers Board of Directors”) is soliciting your proxy to vote at the Annual Meeting. This proxy statement summarizes the information you need to know in order to cast an informed vote at the Annual Meeting. You are invited to virtually attend the Annual Meeting to vote on the proposals described in this proxy statement. However, you do not need to virtually attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions below or on your proxy card to submit your proxy online or by telephone. We intend to begin mailing these proxy materials on or about April 29, 2022 to all stockholders of record entitled to vote at the Annual Meeting. Hims & Hers was a special purpose acquisition company called Oaktree Acquisition Corp (“OAC”) prior to the closing of the Business Combination on January 20, 2021. As used in the proxy statement, the term “Business Combination” represents the transactions contemplated by an agreement and plan of merger whereby the entities that previously comprised the business of Hims, Inc. (“Hims”) merged with and into subsidiaries of the Company. For further information on the Business Combination, please refer to our 2021 Annual Report.

Rules adopted by the Securities and Exchange Commission (the “SEC”) allow companies to send stockholders a notice of internet availability of proxy materials, rather than mail them full sets of proxy materials. This year, we chose to mail full packages of proxy materials to our stockholders. However, in the future we may take advantage of the internet distribution option. If, in the future, we choose to send such notices, they would contain instructions on how stockholders can access our notice of annual meeting and proxy statement online. They would also contain instructions on how stockholders could request to receive their materials electronically or in printed form on a one-time or ongoing basis.

The Annual Meeting will be conducted as a virtual meeting of stockholders by means of a live webcast. We believe that hosting a virtual meeting will enable greater stockholder attendance and participation from any location, improved communication and cost savings to our stockholders, and support the health of our stockholders and employees given the ongoing coronavirus pandemic (“COVID-19”). You can virtually attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/HIMS2022, where, subject to the instructions provided below, you will be able to vote your shares and submit your questions during the meeting online. There will not be a physical meeting location and you will not be able to attend in person.

We invite you to virtually attend the Annual Meeting and request that you vote on the proposals described in this proxy statement. However, you do not need to attend the virtual meeting to vote your shares. Instead, to ensure that your vote will be received and counted, you may vote online, by telephone, or by completing and mailing your proxy card, as described below.

The Annual Meeting begins at 11:00 a.m. Pacific Time. We encourage you to access the meeting website prior to the start time to allow time for check-in. Follow the instructions in your proxy materials or proxy card to access the Annual Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting log-in page.

You do not need to register to attend the Annual Meeting webcast. However, if you do not register and attend the Annual Meeting as a guest (non-stockholder), you will not have the option to vote your shares or ask questions during the virtual meeting. Questions pertinent to meeting matters will be answered during the Annual Meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, are not pertinent to meeting matters and, therefore, will not be answered.

There are four matters scheduled for a vote:

The Board recommends that you vote:

Only stockholders of record at the close of business on April 14, 2022 will be entitled to vote at the Annual Meeting. As of the record date, there were 197,601,454 shares of Company’s Class A Common Stock (“Class A Common Stock”) and 8,377,623 shares of the Company’s Class V Common Stock (“Class V Common Stock”) outstanding. The holders of our Class A Common Stock have the right to one vote for each share of Class A Common Stock they held as of the record date and the holders of our Class V Common Stock have the right to 175 votes for each share of Class V Common Stock they held as of the record date. The holders of our Class A Common Stock and Class V Common Stock are voting as a single class on all matters presented at the Annual Meeting.

Stockholders of Record. If shares of our capital stock are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered the stockholder of record with respect to those shares, and the proxy materials were provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote live at the Annual Meeting. Throughout this proxy statement, we refer to these registered stockholders as “stockholders of record.”

Street Name Stockholders. If shares of our capital stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and the proxy materials were forwarded to you by your broker, bank or other nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting.

Stockholders of record may vote online, by telephone or by mail as described below. Stockholders also may attend the virtual meeting and vote electronically. The method you use to vote will not limit your right to vote at the Annual Meeting if you decide to virtually attend the Annual Meeting.

As a street name stockholder, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account by following the instructions provided by your broker, bank or other nominee. You are also invited to attend the Annual Meeting. The proxy materials you receive from your broker, bank or other nominee will include your unique control number. If your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

If you return a signed and dated proxy card without marking any voting selections, your shares will be voted in accordance with the recommendations of our Board stated above, namely: (i) “FOR” the election of all ten of our existing directors to serve until the 2023 annual meeting of stockholders; (ii) “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; (iii) “FOR” advisory approval of our executive compensation; and (iv) For “ONE YEAR” as the preferred frequency of holding future advisory votes on our executive compensation. However, if you are a street name stockholder, you must provide voting instructions to your broker, bank or other nominee in accordance with their instructions in order for your shares to be properly voted. If any other matter is properly presented at the meeting, your proxy (one of the individuals named on your proxy card) will vote your shares using his best judgment.

As of the date of this proxy statement, we do not know of any matters to be raised at the Annual Meeting other than those referred to in this proxy statement. If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

If you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the proxy cards in the proxy materials to ensure that all of your shares are voted.

Yes. You can revoke your proxy at any time before the final vote at the meeting. A stockholder of record may revoke a proxy in any one of three ways:

If you are a street name stockholder, you must contact your bank, broker or other nominee in order to find out how to change your vote.

Proxies may be solicited on behalf of our Board by our directors and employees. In addition to these mailed proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies.

We will pay for the entire cost of soliciting proxies. We may reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to street name stockholders.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of a majority in voting power of shares of Class A Common Stock and Class V Common Stock outstanding as of April 14, 2022, the record date, are present or represented by proxy. Abstentions and broker non-votes will be counted towards the quorum requirement.

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for the proposal to elect directors, votes “For,” “Withhold” and broker non-votes; with respect to Proposals No. 2 and 3, votes “For,” “Against,” abstentions and, if applicable, broker non-votes; and with respect to Proposal No. 4, “One Year,” “Two Years,” “Three Years,” abstentions and broker non-votes.

A broker non-vote occurs when shares held through a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at its discretion. Under current New York Stock Exchange (“NYSE”) interpretations that govern broker non-votes, Proposal 1 – regarding the election of directors, Proposal 3 – regarding

the non-binding advisory vote on our executive compensation, and Proposal 4 – regarding the annual frequency of the non-binding advisory vote on our executive compensation, are considered non-routine matters, and a broker will lack the authority to vote uninstructed shares at their discretion on such proposals. Proposal 2, regarding the appointment of KPMG LLP as our independent registered public accounting firm, is considered a routine matter, and as a result brokers will be permitted to exercise their discretionary authority to vote for the ratification of the appointment of auditors. We encourage you to provide voting instructions to your broker, whether or not you plan to attend the Annual Meeting.

We will count a properly executed proxy card marked “Abstain” as present for purposes of determining whether a quorum is present, but the shares represented by that proxy card will not be voted at the Annual Meeting for the proposals so marked.

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be available on a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting.

Our directors and executive officers, and certain information about each of them as of March 30, 2022, are set forth below.

We are a “controlled company” within the meaning of the corporate governance standards of the NYSE because Mr. Dudum beneficially owns shares of our Class A Common Stock and Class V Common Stock representing more than 50% of the total voting power of the outstanding shares of our capital stock. As a “controlled company,” we may elect not to comply with the following NYSE rules regarding corporate governance:

We may elect to utilize one or more of these exemptions for so long as we remain a “controlled company.” Notwithstanding the availability of these exemptions, our Board currently consists of a majority of directors who qualify as “independent” under the rules of the NYSE. Additionally, as described below, we maintain both an audit committee and a compensation committee that consist entirely of independent directors, and conduct an annual performance evaluation of our audit and compensation committees. We do not have a nominating and corporate governance committee, as the Board believes that it is in the best interests of the Company to rely on the insight and expertise of all directors in the nominating process. The typical functions of this committee are addressed by our full Board.

Under our Corporate Governance Guidelines and the NYSE rules, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with us or any of our subsidiaries and that the NYSE’s per se bars to determining a director independent have not been triggered.

Our Board has undertaken a review of its composition, the composition of its committees and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that none of Mr. Bard, Mr. Bhattacharyya, Dr. Cosgrove, Ms. Green, Mr. Maltz, Ms. O’Keefe, Ms. Perez and Mr. Wells, representing eight of our ten directors, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors qualifies as “independent” as that term is defined under the rules of the NYSE. In making these determinations, our Board considered the relationships that each non-employee director has with us and all other facts and circumstances the Board deemed relevant in determining their independence, including the director’s beneficial ownership of our common stock and the relationships of our non-employee directors with certain of our significant stockholders.

Our Corporate Governance Guidelines provide that the Board may separate or combine the roles of the Chairman of the Board and Chief Executive Officer when and if it deems advisable and in the best interest of the Company and its stockholders to do so. Currently, the roles are combined, with Mr. Dudum serving as Chief Executive Officer and Chairman of our Board. The Board will continue to periodically review our leadership structure and make such changes in the future as it deems appropriate and in the best interests of the Company and its stockholders.

Our Corporate Governance Guidelines further provide that, if the Chairman of the Board does not qualify as independent, the Board will appoint an independent director as the “Lead Independent Director” to facilitate communications among management, the independent directors, and the Chairman of the Board. The Lead

Independent Director’s responsibilities include actively participating in setting agendas for Board meetings, presiding at executive sessions of the Board, and performing such other duties as specified by the Board. Mr. Maltz currently serves as our Lead Independent Director.

Prior to the Business Combination, the board of directors of OAC had three standing committees: an audit committee, a compensation committee and a nominating committee. In connection with the consummation of the Business Combination and the contemporaneous disbanding of these committees, our Board formed and constituted our audit committee and compensation committee in January 2021. Our Board does not have a nominating and corporate governance committee. Our Board may establish other committees to facilitate the management of our business. Our Board and its committees set schedules for meetings throughout the year and can also act by written consent from time to time, as appropriate. Our Board delegated various responsibilities and authority to its committees as generally described below. The committees regularly report on their activities and actions to the full Board. Each member of the audit committee and compensation committee qualifies as an independent director in accordance with the listing standards of the NYSE. Each committee has a written charter that has been approved by the full Board. Members serve on these committees until their resignation or until otherwise determined by our Board.

Our audit committee charter and compensation committee charter can be found in the investor relations section of our website at https://investors.forhims.com/governance. Below is a description of each committee of our Board.

The members of our audit committee are Ambar Bhattacharyya, Lynne Chou O’Keefe and David Wells, each of whom can read and understand fundamental financial statements. Mr. Wells is the chair of the audit committee. Our Board has determined that each of our audit committee members is independent under the rules and regulations of the SEC and the NYSE listing standards applicable to audit committee members. Our Board has determined that Mr. Bhattacharyya is financially literate and that Ms. O’Keefe and Mr. Wells each qualifies as an audit committee financial expert within the meaning of SEC regulations and have accounting or related financial management expertise under the NYSE listing standards.

Our audit committee assists the Board with its oversight of the following: the integrity of our financial statements; our compliance with legal and regulatory requirements; the qualifications, independence, and performance of the independent registered public accounting firm; and the design and implementation of our internal audit function and risk assessment and risk management, including the review of our cybersecurity and other information technology risks, controls and procedures, including our plans to mitigate and respond to cybersecurity risks or breaches. Among other things, our audit committee is responsible for reviewing and discussing with our management the adequacy and effectiveness of our disclosure controls and procedures and our internal controls. The audit committee also discusses with our management and independent registered public accounting firm the annual audit plan and scope of audit activities, scope and timing of the annual audit of our financial statements, and the results of the audit, quarterly reviews of our financial statements and, as appropriate, initiates inquiries into certain aspects of our financial affairs. Our audit committee is responsible for establishing and overseeing procedures for the receipt, retention, and treatment of any complaints regarding accounting, internal accounting controls or auditing matters, as well as for the confidential and anonymous submissions by our employees of concerns regarding questionable accounting or auditing matters. In addition, our audit committee has direct responsibility for the appointment, compensation, retention, and oversight of the work of our independent registered public accounting firm. Our audit committee has sole authority to approve the hiring and discharging of our independent registered public accounting firm, all audit engagement terms and fees, and all permissible non-audit engagements with the independent auditor. Our audit committee reviews and oversees all related person transactions in accordance with our policies and procedures.

The members of our compensation committee are Jules Maltz, Alex Bard, and Kirsten Green. Mr. Maltz is the chair of the compensation committee. Our Board has determined that each member of our compensation committee is independent under the rules and regulations of the SEC and the NYSE listing standards applicable to compensation committee members. Our compensation committee assists the Board in discharging certain of its responsibilities with respect to compensating our executive officers, and the administration and review of our incentive plans for employee

and other service providers, including our equity incentive plans, and certain other matters related to our compensation programs. The compensation committee reviews and approves the form and amount of compensation awarded to the Chief Executive Officer, and in consultation with the Chief Executive Officer, to all other Section 16 officers. The compensation committee also recommends to our Board the form and amount of cash- and equity-based and other compensation to be paid to the non-employee members of the Board.

The compensation committee plans to meet no less than quarterly, generally in connection with regularly scheduled Board meetings, and may otherwise meet at such times and places as the committee determines. The agenda for each meeting is usually developed by the chair of the compensation committee, in consultation with the Chief Executive Officer and Chief Legal Officer. The compensation committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the compensation committee to make presentations, provide financial or other background information or advice or otherwise participate in compensation committee meetings. The Chief Executive Officer may not be present during voting or deliberations of the compensation committee regarding his compensation. The charter of the compensation committee grants the committee full access to all books, records, facilities and personnel of the Company. In addition, the compensation committee has the authority, in its sole discretion, to retain or obtain the advice of compensation consultants, legal counsel, or other advisors of its choosing, and the Company must provide for appropriate funding for payment of reasonable fees to any such advisor retained by the committee. The compensation committee has direct responsibility for the appointment, compensation and oversight of the work of any such advisors engaged for the purpose of advising the committee. Under its charter, the compensation committee may select, or receive advice from, a compensation consultant, legal counsel or other advisor to the compensation committee, other than in-house legal counsel and certain other types of advisors, only after taking into consideration six factors, prescribed by the SEC and NYSE, that bear upon the advisor’s independence; however, there is no requirement that any advisor be independent.

During the fiscal year ended December 31, 2021, the compensation committee engaged the services of Compensia, Inc. (“Compensia”), a national compensation consulting firm, to advise the compensation committee regarding the amount and types of compensation provided to our executive officers and non-employee directors. Compensia does not provide any services to us other than the services provided to the compensation committee. The compensation committee has assessed the independence of Compensia pursuant to SEC and NYSE rules and concluded that no conflict of interest exists that would prevent Compensia from independently representing the compensation committee.

There are no family relationships among any of our directors or executive officers.

The Board will evaluate candidates for membership on the Board, including candidates nominated or recommended by stockholders, based on criteria established by the Board and as set forth in the Board’s Policies and Procedures for Director Candidates. As part of this process, the Board will oversee an annual evaluation of the performance of the Board as a whole and of individual directors, and it will evaluate the qualifications and performance of Board members eligible for reelection at the annual meeting of stockholders. Specifically, in its evaluation of director candidates, including the members of the Board eligible for reelection, the Board seeks to achieve a balance of knowledge, experience, and capability on the Board and considers the following: the current size and composition of the Board and the needs of the Board and the respective committees of the Board; the range and diversity of expertise and perspective of the Board in areas relevant to the Company’s business; such issues as character, judgment, diversity, age, independence, expertise, experience, length of service, other commitments and the like; and such other factors as the Board may consider appropriate.

While the Board has not established specific minimum qualifications for director candidates, the Board believes that candidates and nominees should reflect a Board that is comprised of directors who (i) are predominantly independent, (ii) are of high integrity, (iii) have broad, business related knowledge and experience at the policy-making level in business, government, or technology, including their understanding of the Company’s industry and business in particular, (iv) have individual qualifications, relationships, and experience that would increase the

overall effectiveness of the Board, (v) meet other requirements as may be required by applicable rules, such as financial literacy or financial expertise with respect to audit committee members, (vi) are committed to enhancing stockholder value, and (vii) have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. In evaluating the candidates, the Board does not assign any particular weighting or priority to various factors. With regard to candidates who are properly recommended by stockholders or by other means, the Board will review the qualifications of any such candidate, which review may, in the Board’s discretion, include interviewing references for the candidate, performing background checks, direct interviews with the candidate, or other actions that the Board deems necessary or proper.

Additionally, the Board does not have a specific diversity policy, but considers diversity of race, ethnicity, gender, age, cultural background and professional experiences in evaluating candidates for board membership. The pie charts below summarize the self-identified gender, sexual orientation and demographic diversity attributes of our Board members:

The Board will apply the qualifications and principles discussed above when evaluating candidates to the Board who may be elected initially by the full Board to fill vacancies or add additional directors prior to the annual meeting of stockholders at which directors are elected. After completing its review and evaluation of director candidates, the Board selects the director nominees.

It is the policy of the Board to consider stockholder recommendations for director candidates. Stockholder recommendations for candidates to the Board must be received by December 31st of the year prior to the year in which the recommended candidates will be considered for nomination, must be directed in writing to Hims & Hers Health, Inc., 2269 Chestnut Street, #523, San Francisco, California 94123, Attention: Corporate Secretary, and must include the candidate’s name, home and business contact information, detailed biographical data and qualifications, information regarding any relationships between the candidate and the Company within the last three years, and evidence of the recommending person’s ownership of Company stock. Such recommendations must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for membership on the Board, including issues of character, judgment, diversity, age, independence, expertise, experience, length of service, other commitments and the like, personal references, and an indication of the candidate’s willingness to serve. The Board may request additional information regarding recommended candidates.

Stockholder nominations to the Board must meet the requirements set forth in the Company’s bylaws. Under these requirements, nominations for election to the Board may be made at a meeting of stockholders by any stockholder entitled to vote in the election of directors who provides timely written notice to the Secretary of the Company. In order to be timely, a stockholder’s notice must be delivered to or mailed and received by the Secretary of the Company at the principal executive offices of the Company within the time period specified in the bylaws.

Mr. Maltz, Mr. Bard, and Ms. Green each served on our compensation committee during 2021. None of the members of our compensation committee has ever been a member of the board of directors or compensation committee of any other entity that has or has had one or more executive officers serving as a member of our Board or the compensation committee thereof.

One of the key functions of our Board is informed oversight of our risk management process. Our Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. For example, our audit committee is responsible for overseeing the management of risks associated with our financial reporting, accounting, auditing and cybersecurity matters, and our compensation committee oversees the management of risks associated with compensation policies and programs.

Stockholders and any interested parties may communicate directly with the independent directors either by writing to the Board, a Board committee, or an individual director at the Company’s principal executive offices or by emailing directors@forhims.com. Management receives all letters and emails sent, and forwards proper communications to the Board, a Board committee, or an individual director, who facilitates an appropriate response. Management generally will not forward communications that are primarily solicitations for products or services, matters of a personal nature that are not relevant for stockholders, matters that are of a type that render them improper or irrelevant to the functioning of the Board, or requests for general information about the Company.

During the year ended December 31, 2021, the Board met six times.

The Board had two committees during 2021: an audit committee and a compensation committee. During the year ended December 31, 2021, the audit committee met six times and the compensation committee met five times.

While we do not have a formal policy regarding attendance by members of our Board at our annual meetings of stockholders, each director is encouraged to attend. Six directors attended our annual meeting of stockholders in 2021.

Our Board has adopted a Code of Conduct. The Code of Conduct applies to all of our employees, officers, and directors, as well as all of our contractors, consultants, suppliers, and agents in connection with their work for us. The full text of our Code of Conduct is posted in the investor relations section of our website at investors.forhims.com/governance. We intend to disclose future amendments to, or waivers of, our Code of Conduct, as and to the extent required by SEC regulations, at the same location on our website identified above or in public filings. The purpose of our Code of Conduct is to promote honesty and integrity, including with respect to actual or apparent conflicts of interest between personal and professional relationships, to promote full, fair, accurate, timely and understandable disclosure in periodic reports to be filed by us and to promote compliance with all applicable rules and regulations that apply to us and our employees.

The Board has developed and adopted a set of corporate governance guidelines (our “Corporate Governance Guidelines”) to provide the framework within which the Board conducts its oversight of the business and affairs of the Company. These guidelines reflect the Board’s commitment to monitoring the effectiveness of policy and decision

making both at the Board and management level, with a view to enhancing stockholder value over the long term. The Corporate Governance Guidelines set forth the practices the Board intends to follow with respect to, among other topics, the role of the Board and management, principal responsibilities and duties of the Board, Board structure and composition, Board procedures, Board committees and Board communication with Company stakeholders.

A copy of our Corporate Governance Guidelines can be found in the investor relations section of our website at https://investors.forhims.com/governance.

At Hims & Hers, we are on a mission to revolutionize healthcare - we believe everyone deserves access to quality, affordable care, no matter where they live, who they are, or whether they have insurance. We create, deliver and strive toward a more just and equitable world - we inspire and drive change across our industry and communities through our resources, influence and innovation.

At Hims & Hers, we center justice, diversity, equity, and inclusion (“JEDI”). Our commitment to live and practice these values is unwavering. They are central to our mission to transform the health and wellness industry and to become the front door to healthcare. We believe that celebrating multiple approaches and perspectives internally allows us to better meet the challenge of providing people-centered healthcare. We continue to look for ways to expand a range of programs and initiatives that are focused to attract, develop, and retain our workforce and center our JEDI strategy.

Our work environment is one of mutual trust, confidence, and inclusion to provide opportunity for growth and recognition, with the ultimate goal of delivering better healthcare to more consumers.

We remain committed to reflecting the communities we serve. We know that our ability to attract, develop and retain talent from marginalized groups is essential to our ability to become the front door to healthcare and improve health equity for all communities.

Additionally, we intentionally partner with models, content creators, and influencers who help us represent the communities we serve - and accordingly, are diverse in terms of race, age, ability and gender expression.

The following table sets forth information regarding the beneficial ownership of our Class A Common Stock and Class V Common Stock as of March 30, 2022 by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options that are currently exercisable or exercisable within 60 days of March 30, 2022.

The beneficial ownership of our Class A Common Stock is based on 197,493,386 shares of Class A Common Stock and 8,377,623 shares of Class V Common Stock issued and outstanding as of March 30, 2022.

Unless otherwise indicated, we believe that each person named in the table below has sole voting and investment power with respect to all shares of common stock beneficially owned by such person.

We have adopted a written related person transaction policy that sets forth the following policies and procedures for the review and approval or ratification of related person transactions.

A “Related Person Transaction” is a transaction, arrangement or relationship in which Hims & Hers or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds the lesser of $120,000 or one percent of the average of Hims & Hers’ total assets at year-end for the last two completed fiscal years, and in which any related person had, has or will have a direct or indirect material interest. A “Related Person” means:

Our policies and procedures are designed to minimize potential conflicts of interest arising from any dealings we may have with our affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time. Specifically, pursuant to its charter, the audit committee has the responsibility to review related party transactions. All of the transactions described in the “Related Party Transactions” section below were entered into prior to the adoption of our written related person transaction policy.

In addition to the compensation arrangements with directors and named executive officers described elsewhere in this proxy statement, since January 1, 2021, we were involved in the following transactions in which we were or are a party involving an amount in excess of $120,000 and in which any director, executive officer, holder of more than 5% of our capital stock, or any member of the immediate family or person sharing the household with any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest.

References to Hims share numbers and prices per share are to Hims capital stock and the prices thereof before the Business Combination. Adjustments to such share numbers and prices per share have not been made to give effect to the Business Combination.

In connection with the Business Combination, OAC, Hims and other parties listed thereto entered into that certain Agreement and Plan of Merger, dated September 30, 2020 (the “Merger Agreement”), pursuant to which Hims became a wholly-owned subsidiary of OAC (the “Merger”).

In order to implement the dual class common stock structure that resulted in Andrew Dudum, including his affiliates and permitted transferees, holding approximately 90% of the aggregate voting power of our capital stock on a fully-diluted basis immediately following the Business Combination, the board of directors and requisite stockholders of Hims approved the Hims Recapitalization, pursuant to which each share of preferred stock of Hims, par value $0.000001 per share (“Hims Preferred Stock”), and each share of Class F common stock of Hims, par value $0.000001 per share (“Hims Class F Common Stock”), converted into Class A Common Stock, par value $0.000001 per share, of Hims (“Hims Class A Common Stock”), at the applicable then-effective conversion rate immediately prior to the time at which the Merger became effective (“Effective Time”). As part of the Hims Recapitalization, a portion of the outstanding shares of Hims Class A Common Stock held by Mr. Dudum and his affiliates and permitted transferees representing approximately 33% of the sum of (a) the number of shares of Hims capital stock held by Mr. Dudum and his affiliates and permitted transferees plus (b) the underlying vested and

unvested Hims equity awards held by Mr. Dudum were exchanged for shares of Hims Class V Common Stock, par value $0.000001 (“Hims Class V Common Stock”). This exchange of Hims Class A Common Stock for Hims Class V Common Stock occurred pursuant to a share exchange agreement between Mr. Dudum and his affiliates, Hims and Hims & Hers. Under the terms of this share exchange agreement, Hims & Hers agreed to treat the share exchange as a tax-free transaction and agreed to indemnify Mr. Dudum for taxes and any applicable penalties and associated costs if such exchange is not tax free. In accordance with the Merger Agreement, the Hims Class V Common Stock received by Mr. Dudum and his affiliates in the exchange was converted into the right to receive shares of our Class V Common Stock upon completion of the Business Combination.

In July 2020, Hims issued 12,676,074 shares of Series A-1 preferred stock, par value $0.000001 per share (“Series A-1 Preferred Stock”) to Atomic Labs I, L.P. and Atomic Labs I-B, L.P. upon the conversion of approximately $0.8 million in indebtedness. Andrew Dudum is affiliated with Atomic Labs and its associated entities. Each share of Series A-1 Preferred Stock was converted into shares of Hims Class A Common Stock in connection with the Hims Recapitalization and then exchanged for our Class A Common Stock upon completion of the Business Combination, as provided in the Merger Agreement.

In March April, June and August 2019, Hims sold an aggregate of 29,623,203 shares of its Series C preferred stock, par value $0.000001 per share (“Series C Preferred Stock”), at a purchase price of $3.47 per share to accredited investors for an aggregate purchase price of approximately $102.8 million. Each share of Series C Preferred Stock was converted into shares of Hims Class A Common Stock in connection with the Hims Recapitalization and then exchanged for our Class A Common Stock upon completion of the Business Combination, as provided in the Merger Agreement.

The following table summarizes holdings of Hims’ Series C Preferred Stock by its executive officers, directors, and holders of more than 5% of its capital stock at the time of conversion.

In March, April and July 2020, Hims sold an aggregate of 16,495,335 shares of its Series D preferred stock, par value $0.000001 per share (“Series D Preferred Stock”) at a purchase price of $3.1545 per share to accredited investors for an aggregate purchase price of approximately $52 million. Each share of Series D Preferred Stock was converted into shares of Hims Class A Common Stock in connection with the Hims Recapitalization and then exchanged for our Class A Common Stock upon completion of the Business Combination, as provided in the Merger Agreement.

The following table summarizes holdings of Hims’ Series D Preferred Stock by its executive officers, directors, and holders of more than 5% of its capital stock at the time of conversion.

In October 2020, Hims entered into an Amended and Restated Investors’ Rights Agreement (the “A&R IRA” and together with the Sponsor Registration Rights Agreement, the “Registration Rights Agreements”) that became effective upon the completion of the Business Combination. Under the terms of the A&R IRA, Hims assigned its obligations under the A&R IRA to Hims & Hers such that Hims & Hers was obligated to take steps to register the shares of Class A Common Stock held by the former Hims stockholders after the closing of the Business Combination. The following former holders of more than 5% of Hims’ capital stock are party to the A&R IRA: entities affiliated with Thrive Capital Partners V, L.P., entities affiliated with F41 Investments, LLC, entities affiliated with Atomic Labs II, L.P., entities affiliated with Institutional Venture Partners XVI, L.P., entities affiliated with Redpoint Ventures VI, L.P., entities affiliated with NewView HMS SPV, LLC, Disruptive Technology Solutions XI, LLC, and entities affiliated with Forerunner Partners III, L.P. Certain of our directors are affiliated with these stockholders, as set forth in “Security Ownership of Certain Beneficial Owners and Management,” which disclosure is hereby incorporated by reference in this section. These stockholders are entitled to rights with respect to the registration of their shares of Class A Common Stock. In particular, the A&R IRA provides such stockholders with the following rights and obligations:

In May 2018, Hims entered into a partial-recourse promissory note with Andrew Dudum, its Chief Executive Officer and a member of the Hims Board of Directors. The note was entered into with Mr. Dudum in connection with his exercise of an option to purchase 28,412,741 shares of Hims Class A Common Stock at a purchase price of $0.18 per share. The aggregate original principal amount of the note was $5,114,293. The loan bore interest at a rate of 2.94%, per annum, compounded annually. As of December 31, 2020, the outstanding balance of the loan was approximately $5,522,454 including principal of approximately $5,114,293 and total accrued unpaid interest of approximately $408,161. To satisfy the remaining amounts due under the promissory note, Mr. Dudum forfeited 3,285,466 shares of Hims Class A Common Stock prior to the closing of the Business Combination. Mr. Dudum has no further obligations under the promissory note.

In September 2018, Hims entered into a partial-recourse promissory note with Soleil Boughton, its Chief Legal Officer. The note was entered into with Ms. Boughton in connection with her option to purchase 350,000 shares of Hims Class A Common Stock at a purchase price of $0.70 per share. The aggregate original principal amount of the note was $245,000. The loan bore interest at a rate of 3.02%, per annum, compounded annually. As of December 31, 2020, the outstanding balance of the loan was approximately $262,431, including principal of approximately $245,000 and total accrued unpaid interest of approximately $17,431. Repayment of the note was secured by a stock pledge agreement. Ms. Boughton repaid $262,865, all amounts due under the promissory note, prior to the closing of the Business Combination. Ms. Boughton has no further obligations under the promissory note.

In September 2019, Hims entered into another partial-recourse promissory note with Ms. Boughton. The note was entered into with Ms. Boughton in connection with her exercise of an option to purchase 400,000 shares of Hims Class A Common Stock at a purchase price of $0.79 per share. The aggregate original principal amount of the note was $316,000. The loan bore interest at a rate of 2.21%, per annum, compounded annually. As of December 31, 2020, the outstanding balance of the loan was approximately $324,881, including principal of approximately $316,000 and

total accrued unpaid interest of approximately $8,881. Repayment of the note was secured by a stock pledge agreement. Ms. Boughton repaid $237,178 prior to the closing of the Business Combination and forfeited 5,232 shares of Hims Class A Common Stock in full satisfaction of all amounts due under the note. Ms. Boughton has no further obligations under the promissory note.

Prior to the closing of the Business Combination, Hims offered to repurchase and cancel up to $75.0 million of its capital stock from certain eligible Hims stockholders for a per share amount of cash, payable concurrently with or immediately following the closing of the Business Combination, equal to $4.56 (the “Hims Pre-Closing Redemption”). Only eligible Hims stockholders were permitted to participate in the Hims Pre-Closing Redemption. A Hims Stockholder was eligible to sell shares of Hims capital stock in the Hims Pre-Closing Redemption if such stockholder was (i) a current employee of Hims (excluding consultants and advisors) that had been employed by Hims for one year or more as of the date that the Hims Pre-Closing Redemption was launched or (ii) a holder of Hims capital stock that together with its affiliates, including affiliated funds, held less than 5% of the issued and outstanding shares of Hims capital stock as of the date that the Hims Pre-Closing Redemption was launched. Hims stockholders participating in the Hims Pre-Closing Redemption were subject to participation caps. No eligible participant was permitted to sell more than 10% of the outstanding shares of Hims capital stock held by such participant in the Hims Pre-Closing Redemption. Directors, officers and members of Hims’ senior management team were further restricted and not permitted to sell more than 7% of their outstanding shares of Hims capital stock in the Hims Pre-Closing Redemption. Hims, subject to the consent of OAC, could elect to waive the eligibility criteria and participation caps set forth above in order to repurchase all outstanding shares from certain Hims stockholders who do not qualify as “Accredited Investors,” as defined pursuant to the rules and regulations promulgated under the Securities Act. To the extent eligible based on the criteria set forth above, the executive officers of Hims and certain funds affiliated with directors were permitted to participate in the Hims Pre-Closing Redemption.

Hims repurchased and canceled approximately $22.0 million of shares of Hims Class A Common Stock at a price of $4.56 per share in the Hims Pre-Closing Redemption. A trust affiliated with our Chief Executive Officer, Andrew Dudum, sold 3,038,723 shares of Hims Class A Common Stock in the Hims Pre-Closing Redemption for gross proceeds of approximately $13.9 million. Spencer Lee, the former Chief Financial Officer of Hims & Hers, exercised an option to purchase 108,995 shares of Hims Class A Common Stock and sold the underlying shares in the Hims Pre-Closing Redemption for net proceeds of approximately $0.4 million.

Prior to the Business Combination, we announced that our Board or a committee thereof may award bonuses to certain of our employees, including members of management, after the Business Combination in an aggregate amount of up to $10.0 million. The bonuses were intended to reward employees who made significant contributions in connection with the Business Combination. On February 5, 2021, our Board, following a recommendation by our compensation committee, awarded a total of approximately $5.2 million in cash bonuses to our executive officers and certain other employees who made significant contributions in connection with the Business Combination. In addition, in March 2021, our compensation committee awarded restricted stock units having an aggregate value of $4.6 million to executive officers and certain other employees who made significant contributions in connection with the Business Combination.

On July 9, 2021, the Company issued a redemption notice to warrant holders that all public warrants and parent warrants (the latter of which are warrants that OAC issued to Hims' stockholders as additional consideration in the Business Combination) outstanding at 5:00 p.m. New York City time on August 9, 2021 would be redeemed for

$0.10 per warrant, if not earlier exercised on a cash or cashless basis. The following table shows the net issuance of shares upon cashless exercise of warrants for certain related parties, in which such related parties received 0.267 shares of Class A Common Stock per warrant upon exercise prior to the redemption date.

In addition to serving as Chief Executive Officer of Hims & Hers, Andrew Dudum is a part-time employee at Atomic Labs, LLC (“Atomic Labs”), a venture capital startup studio that launched Hims and provided initial capital and governance support. Atomic Labs provided Hims with office space, back-office professional services, and administrative operating expenses. Additionally, an entity affiliated with Atomic Labs (such entity, the “Atomic Affiliate”) provided professional services to Hims, primarily to support engineering and operations functions. All services were provided at cost. For the year ended December 31, 2021, Hims & Hers recorded a total of $3.5 million for payments made to the Atomic Affiliate for services performed and costs incurred on behalf of Hims & Hers. There was no accounts payable balance with Atomic Labs and the Atomic Affiliate as of December 31, 2021.

John Jack Dudum, Jr. and Ramsey Dudum, each a cousin of Andrew Dudum, serve as advisors to Hims & Hers. The compensation paid to each advisor did not exceed the disclosure threshold in the past fiscal year.

Danielle Dudum, sister of Andrew Dudum, is affiliated with Cherubic Ventures Fund III, L.P. and Cherubic Ventures SSG VII Ltd. (together, “Cherubic Ventures”). As of March 30, 2022, Cherubic Ventures Fund III, L.P. holds 2,570,999 shares of Hims Class A Common Stock and Cherubic Ventures SSG VII Ltd. holds 58,555 shares of Hims Class A Common Stock. Andrew Dudum is also an advisor to Cherubic Ventures.

Hims & Hers has entered into, and expects to continue to enter into, indemnification agreements with its directors, executive officers and other employees as determined by the Board.

Each indemnification agreement provides for indemnification and advancements by Hims & Hers of certain expenses and costs, if the basis of the indemnitee’s involvement was by reason of the fact that the indemnitee is or was a director, officer, employee or agent of Hims & Hers or any of its subsidiaries or was serving at Hims & Hers’ request in an official capacity for another entity, to the fullest extent permitted by the laws of the state of Delaware.

The spouse of Hims & Hers’ Chief Operating Officer, Melissa Baird, is the Chief Executive Officer and a stockholder of Vouched, a company that licenses certain commercially available software for identity verification

services that is used by Hims & Hers in the ordinary course of its business. For the year ended December 31, 2021, Hims & Hers recorded a total of $0.7 million for payments made to Vouched.

OAC’s sponsor is Oaktree Acquisition Holdings, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”). OAC consummated its initial public offering on July 22, 2019. In April 2019, prior to OAC’s initial public offering, OAC issued 4,312,500 founder shares to the Sponsor, in exchange for a capital contribution of $25,000, or approximately $0.006 per share. On June 26, 2019, OAC effected a pro rata share capitalization, resulting in an increase in the total number of outstanding Class B ordinary shares, par value $0.0001 per share, of OAC (“Class B ordinary shares” or “founder shares”) from 4,312,500 to 5,031,250.

Concurrently with the execution of the Merger Agreement, OAC, the Sponsor and Hims entered into a sponsor agreement (the “Sponsor Agreement”), pursuant to which the Sponsor, among other things, surrendered and forfeited for no consideration 25.0% of the Class B ordinary shares in connection with the consummation of the Business Combination. A number of securities equal to such surrendered and forfeited Class B ordinary shares was issued to former Hims stockholders as our Class A Common Stock (or equivalent equity awards in respect thereof) in the Business Combination.

Simultaneous with the consummation of OAC’s initial public offering, OAC consummated a private placement pursuant to which the Sponsor purchased 4,016,667 private placement warrants at a price of $1.50 per private placement warrant, generating total proceeds of $6,025,000.

Pursuant to the Sponsor Agreement, the Sponsor, among other things, surrendered and forfeited for no consideration 25.0% of the private placement warrants as a capital contribution to OAC in connection with the consummation of the Business Combination. A number of securities equal to such surrendered and forfeited private placement warrants was issued to former Hims stockholders as warrants to acquire shares of our Class A Common Stock (or equivalent equity awards in respect thereof) in the Business Combination.

In February 2021, all of the outstanding 3,012,500 private placement warrants held by the Sponsor were net exercised for 1,474,145 shares of Class A Common Stock.

Effective June 4, 2020, OAC entered into an agreement to pay monthly expenses of $10,000 for office space, administrative services, and support services to an affiliate of the Sponsor. The agreement terminated upon the completion of the Business Combination.

OAC previously entered into a registration and shareholder rights agreement pursuant to which its initial shareholders and their permitted transferees, if any, are entitled to certain registration rights with respect to the private placement warrants, the securities issuable upon conversion of working capital loans (if any), and the Class A ordinary shares issuable upon exercise of the foregoing and upon conversion of the founder shares.

Upon the closing of the Business Combination, we entered into the Sponsor Registration Rights Agreement, pursuant to which, among other things, the Sponsor was granted certain registration rights with respect to its shares of Class A Common Stock. In particular, the Sponsor Registration Rights Agreement provides for the following registration rights:

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers to report holdings and transactions in the Company’s equity securities with the SEC. The Company assists its directors and executive officers in completing and filing these reports electronically on their behalf. Based on a review of copies of these reports, we believe that all Section 16 filing requirements were met during the fiscal year ended December 31, 2021, except that Form 4 reports dated (i) July 22, 2021 covering a transaction occurring on May 20, 2021 and a transaction occurring on June 16, 2021 for each of Andrew Dudum, Melissa Baird, Soleil Boughton, Dr. Delos Cosgrove, Spencer Lee, and Dr. Patrick Carroll, (ii) August 18, 2021 covering a transaction occurring on August 13, 2021 for Ambar Bhattacharyya, (iii) August 2, 2021 covering a transaction occurring July 28, 2021 for Lynn Chou O’Keefe and (iv) August 30, 2021 covering transactions dated August 13, August 16, August 17 and August 18, 2021 for David B. Wells were inadvertently filed late as a result of Company administrative error.

This Compensation Discussion and Analysis provides information regarding the 2021 compensation program for our principal executive officer, our principal financial officer, and our next three most highly compensated executive officers who were serving as executive officers of the Company at the end of the last completed fiscal year (or, in the case of our former Chief Financial Officer, who served as an executive officer during a portion of the last completed fiscal year). These individuals are our “Named Executive Officers.” For 2021, our Named Executive Officers were:

On August 31, 2021, Mr. Lee informed the Company of his intention to resign as our Chief Financial Officer and Treasurer and transition out of the Company over a six-month period, continuing to support the Company until a new chief financial officer was appointed. Subsequently, he resigned his positions effective November 15, 2021. Concurrently, our Board of Directors appointed Ms. Becklund as our Interim Principal Financial Officer. On January 24, 2022, our Board of Directors appointed a new permanent Chief Financial Officer, Yemi Okupe. Upon Mr. Okupe’s appointment, Ms. Becklund became our principal accounting officer.

On January 18, 2022, Dr. Carroll informed the Company of his intention to resign as our Chief Medical Officer effective January 31, 2022. The Board voted to appoint Dr. Carroll as a director of the Company effective February 1, 2022.

This Compensation Discussion and Analysis addresses the material elements of our executive compensation program during 2021. It also provides an overview of our executive compensation philosophy, including our principal compensation policies and practices. Finally, it describes how our Board of Directors and the compensation committee of our Board of Directors (the “compensation committee”) arrived at the specific compensation decisions for our Named Executive Officers in 2021 and discusses the key factors that were considered in determining their compensation.

Launched in 2017, Hims & Hers has built a proprietary solution that connects consumers to licensed healthcare professionals for the provision of care via telehealth across a broad range of conditions, including those related to sexual health, hair loss, dermatology, mental health and primary care, among others, as well as provides access for customers to licensed pharmacies for online fulfillment and distribution of certain medications that may be prescribed as part of telehealth consultations. Since our founding, the Company has facilitated more than five million telehealth consultations, enabling greater access to high-quality, convenient, and affordable care for people in all 50 states and select locations in the United Kingdom.

The mission of Hims & Hers is to make healthcare accessible, affordable, and convenient for everyone. We believe that the Company has the technical platform, distributed provider network, and access to clinical capabilities to lead the migration of routine office visits to a digital format. The Hims & Hers platform includes access to a highly-qualified and technologically-capable provider network, a clinically-focused electronic medical record system, digital prescriptions, and cloud pharmacy fulfillment. We have built distribution channels and expertise around identifying and monetizing consumers that is enhanced by innovative engagement strategies delivered through simple and intuitive mobile and web interfaces. The Hims & Hers platform offers a streamlined patient and clinician experience facilitated by proprietary algorithms and a customizable and integrated technology stack, allowing us to give customers a seamless experience and to follow up programmatically and with precision. This

creates a virtuous data cycle driven by the thousands of consultations performed on the platform on a daily basis and provides clarity on the healthcare needs of the Hims & Hers customer base. Customers can access healthcare providers on their computers or mobile devices and can have prescribed medications delivered directly. Care accessed through the Hims & Hers platform is subject to evidence-based clinical guidelines and delivered by highly-trained healthcare providers to ensure consistency and quality. Significant quality assurance measures are implemented to maintain safety and quality, and over 39,000 visit encounters have been reviewed by a clinical quality team to monitor quality of care and provider adherence to evidence-based principles.

In 2021, we generated strong revenue growth, while maintaining customer acquisition costs flat quarter-to-quarter, nearly doubling total subscriptions year-over-year, and delivered on strategic initiatives to catalyze future growth. Key financial highlights for 2021 include:

Other key business highlights for 2021 include:

In 2021, the compensation of our Named Executive Officers was determined as follows:

For more information on these equity awards, see “Compensation Elements – Long-Term Incentive Compensation” below.

We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The compensation committee intends to evaluate our executive compensation program on a regular basis to ensure that it is consistent with our short-term and long-term goals, given the dynamic nature of our business and the market in which we compete for executive talent. The following summarizes our key executive compensation-related policies and practices:

At the Annual Meeting to which this proxy statement relates, we will be conducting a non-binding advisory vote for our stockholders to indicate their preferred frequency of future non-binding advisory votes on the compensation

of our Named Executive Officers, commonly known as a “Say-on-Frequency” or “Say-When-on-Pay” vote, where they may select a preferred frequency of one year, two years or three years.

Our Board of Directors has determined that an advisory vote on executive compensation that occurs annually is the most appropriate choice for our Company. Accordingly, our Board unanimously recommends that stockholders vote for a one-year interval for such future votes. For additional information about this vote, see Proposal 4 below.

Going forward, we intend to design our executive compensation program to (i) allow us to attract and retain highly qualified executives, and (ii) allow these executives the opportunity to own a portion of the Company. We believe that our ability to ensure that our senior executive team is engaged and productive depends upon how we structure our compensation program. In addition, for us to be appropriately positioned to attract new talent, we must be prepared to be, and be perceived as, an employer that offers competitive compensation. Providing our executives an opportunity to be partial owners in our business fosters their active engagement in our success and aligns their interests with those of our stockholders. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary objectives:

To achieve our compensation objectives, historically we have structured the annual compensation of our executive officers, including certain of our Named Executive Officers, with a compensation package consisting of the following three principal elements: base salary, annual incentive bonus opportunities, and long-term incentive compensation opportunities in the form of equity awards:

The design of our executive compensation program is influenced by a variety of factors, with the primary goals being to align the interests of our executive officers and stockholders and to link pay with performance.

Following the Business Combination, the compensation committee has been responsible for discharging the responsibilities of our Board of Directors relating to the compensation of our executive officers, including our Named Executive Officers, and for recommending to our Board of Directors for approval the form and amount of cash and equity-based and other compensation to be paid to the non-employee members of our Board of Directors. The compensation committee has the overall responsibility for overseeing our compensation and benefits policies and practices generally, and overseeing, reviewing and making recommendations to our Board of Directors with respect to the adoption and approval of, or amendments to, the Company stock plans, as well as the responsibility to

administer and interpret the Company stock plans, including making grants of awards thereunder and setting the terms and conditions (including performance conditions) of such awards.

To the extent permitted by applicable law, the compensation committee may delegate to two or more officers of the Company the authority to grant such rights or options created by the Company to employees of the Company or of any subsidiary of the Company who are not directors or executive officers within the limits required by applicable law and set forth in a policy or one or more resolutions of our Board of Directors and/or the compensation committee, as applicable.

The compensation committee will review and approve the form and amount of the compensation to be paid or awarded to our CEO. The compensation committee will also review and approve the form and amount of the compensation to be paid or awarded to our other executive “officers,” (as defined in the rules under Section 16 of the Exchange Act), including our other Named Executive Officers, at least annually and will be informed by the recommendations of our CEO. The compensation committee will:

The compensation committee will also review periodically the succession planning for the CEO and other executive officers, report the findings and recommendations to our Board of Directors, and work with our Board of Directors in evaluating potential successors to these positions, participate in the preparation of the Compensation Discussion and Analysis, provide a compensation committee Report for inclusion in the Company’s proxy statement and annual report on Form 10-K and generally oversee the Company’s compensation-related disclosure, oversee the Company’s submission to, and consider the results of, stockholder votes of matters relating to compensation, including stockholder proposals or advisory votes on executive compensation and the frequency of such votes, incentive, and other compensation plans, and amendments to such plans, oversee the management of risks associated with the Company’s compensation policies and programs, including an annual review of the Company’s risk management processes related to its compensation programs, including to determine whether any such program encourages undue or inappropriate risk-taking by Company personnel that is reasonably likely to have a material adverse effect on the Company, assist our Board of Directors in its oversight of the development, implementation and effectiveness of the Company’s policies and strategies relating to its human capital management function, including, but not limited to, those policies and strategies regarding recruiting, retention, career development and progressions, management succession, diversity and employment practices, and perform such other duties and responsibilities as further described in its charter, which is reviewed annually and revised and updated as warranted. The charter is available at https://investors.forhims.com/governance.

In carrying out its responsibilities, the compensation committee evaluates our compensation policies and practices with a focus on the degree to which these policies and practices reflect our executive compensation philosophy, develops strategies, and makes decisions that it believes further our philosophy or align with developments in best compensation practices and reviews the performance of our executive officers when making decisions with respect to their compensation.

The compensation committee has retained a compensation consultant (as described below) to provide support in the review and assessment of our executive compensation program; however, the compensation committee exercises its own judgment in making final decisions with respect to the compensation of our executive officers, including our Named Executive Officers.

During the first quarter of each fiscal year, the compensation committee conducts a review of the compensation arrangements of our executive officers, including our Named Executive Officers. As part of this review, the compensation committee evaluates the base salary levels and short-term and long-term incentive compensation opportunities of our executive officers.

The compensation committee does not intend to establish a specific target for formulating the base salaries and short-term and long-term incentive opportunities of our executive officers. In making decisions about the compensation of our executive officers, including our Named Executive Officers, the members of the compensation committee intend to rely primarily on their general experience and subjective considerations of various factors, including some or all of the following:

These factors will provide the framework for compensation decision-making regarding the compensation opportunity for each executive officer, including our Named Executive Officers. No single factor is determinative in setting compensation levels, nor will the impact of any individual factor on the determination of compensation levels quantifiable.

The members of the compensation committee do not intend to weight these factors in any predetermined manner, nor will they apply any formulas in making their compensation decisions. The compensation committee members will consider this information in light of their individual experience, knowledge of the Company, knowledge of the competitive market, knowledge of each executive officer, and business judgment in making their decisions.

The members of the compensation committee do not intend to engage in formal benchmarking against other companies’ compensation programs or practices to set compensation levels or make specific compensation decisions with respect to our executive officers. Instead, in making its determinations, the compensation committee reviews information summarizing the compensation paid at a representative group of peer companies, to the extent that the executive positions at these companies are considered comparable to our positions and informative of the competitive environment, to gain a general understanding of market compensation levels.

In discharging its responsibilities, the members of the compensation committee intend to work with members of our management, including our CEO. Our management will assist the compensation committee by providing information on corporate and individual performance, market compensation data, and management's perspective on compensation matters. The compensation committee will solicit and review our CEO's proposals with respect to

program structures, as well as his recommendations for adjustments to base salaries, annual incentive bonus opportunities, and long-term incentive compensation opportunities, and other compensation-related matters for our executive officers (except with respect to his own compensation).

At least each fiscal year, our CEO reviews the performance of our other executive officers based on such individual’s level of success in accomplishing business objectives and his or her overall performance and then shares these evaluations with, and makes compensation recommendations to, the compensation committee. The members of the compensation committee review and discuss our CEO’s proposals and recommendations with our CEO and consider them as one factor in determining and approving the compensation of our executive officers. Our CEO also generally attends meetings of our Board of Directors and the compensation committee at which executive compensation matters are addressed, except with respect to discussions involving his own compensation.

The members of the compensation committee have the authority to retain an external compensation consultant to assist them by providing information, analysis, and other advice relating to the compensation of our executive officers, including our Named Executive Officers, including the authority to approve the consultant’s reasonable fees and other retention terms. The compensation consultant reports directly to the compensation committee and its chair and serves at the discretion of the compensation committee, which reviews the engagement annually.

In September 2020, the Board of Directors engaged Compensia, Inc. (“Compensia”), a national compensation consulting firm, to serve as compensation consultant to the Board, and upon its formation at the closing of the Business Combination, the compensation committee, to advise on executive compensation matters, including competitive market pay practices for our executive officers, including our Named Executive Officers, and with the data analysis and selection of a compensation peer group.

During 2021, Compensia attended the meetings of the compensation committee, both with and without management present, as requested and provided various services, including, but not limited to, the review and analysis of the compensation of the non-employee members of our Board of Directors, the review and analysis of the compensation of our executive officers, the analysis, selection, and updating of a compensation peer group, the analysis of various retention strategies and the retention of certain key employees, the competitive market positioning of various executive roles, the review and analysis of competitive market data for various executive roles, the development of broad-based equity guidelines, the review of practices with respect to compensation recovery policies, the review of market practices for the design of a short-term incentive plan, and advice on compensation committee items. The terms of Compensia’s engagement include reporting directly to the compensation committee chair. In 2021, Compensia did not provide any other services to us.

The compensation committee has evaluated its relationship with Compensia to assess Compensia’s independence from management. This review process included a review of the services that Compensia provided, the quality of those services, and the fees associated with the services provided during 2021. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), Section 303A.05(c)(iv) of the NYSE rules, and such other factors as were deemed relevant under the circumstances, the compensation committee has determined that no conflict of interest was raised as a result of the work performed by Compensia.

The compensation committee believes that peer group comparisons are useful guides to evaluate the competitiveness of our executive compensation program and related policies and practices. For purposes of assessing the compensation of our executive officers against the competitive market, the compensation committee reviews and considers the compensation levels and practices of a select group of peer companies. This compensation peer group consists primarily of companies in the healthcare, technology and consumer technology, and consumer sectors that are similar to us in terms of revenue, market capitalization, and industry focus. The competitive data drawn from this compensation peer group is only one of several factors that the compensation committee considers in making decisions with respect to the compensation of our executive officers.

In September 2020, with the assistance of Compensia, the compensation committee identified and developed a compensation peer group to reflect our financial profile and other comparable characteristics. The companies in this compensation peer group used for purposes of establishing our executive compensation program for 2021 were selected on the basis of their similarity to us, based on the following criteria:

As a result, the compensation committee approved a compensation peer group consisting of the following companies:

The compensation committee used data drawn from the companies in our compensation peer group, as well as data from a custom data cut drawn from the Radford Global Technology Survey database, to evaluate the competitive market when determining the total direct compensation packages for our Named Executive Officers, including base salary, target annual incentive bonus opportunities, and long-term incentive compensation opportunities.

The compensation committee reviews our compensation peer group at least annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group.

As noted above, generally, our executive compensation program consists of three principal elements – base salary, annual incentive bonus opportunities, and long-term incentive compensation in the form of equity awards.

Base salary represents the fixed portion of the compensation of our executive officers, including our Named Executive Officers, and is an important element of compensation intended to attract and retain highly talented individuals. Generally, we use base salary to provide each executive officer with a specified level of cash compensation during the fiscal year with the expectation that he or she will perform his or her responsibilities to the best of his or her ability and in our best interests.

The initial base salary of each executive officer, including our Named Executive Officers, was established through arm’s-length negotiation at the time we hired the individual, taking into account his or her position, qualifications, experience, prior salary level, and the base salaries of our other executive officers. These base salaries were subsequently adjusted from time to time by the compensation committee after an evaluation of our corporate performance and each executive officer’s individual performance.

In connection with the Business Combination, each of our executive officers, including our Named Executive Officers, entered into an employment agreement with the Company which provided that, effective upon the closing of the Business Combination, their annual base salaries would be increased to, or remain at, as applicable, the following levels:

The Business Combination closed on January 20, 2021 and accordingly, 2021 base salaries were effective on this date, other than Ms. Becklund’s base salary, which was effective on November 15, 2021 upon her appointment as Interim Principal Financial Officer, as further described below.

Upon Mr. Lee’s resignation as our Chief Financial Officer and Treasurer effective November 15, 2021, our Board of Directors appointed Ms. Becklund as our Interim Principal Financial Officer, effective immediately. At that time, the compensation committee determined to increase Ms. Becklund’s annual base salary to $300,000 as of November 15, 2021.

On November 15, 2021, as an acknowledgement of Ms. Boughton’s efforts in performing her role as Chief Legal Officer of the Company and to bring her compensation more in line with her peer group, the compensation committee determined to increase Ms. Boughton’s annual base salary to $425,000, with such increase being effective as of November 2, 2021.

Going forward, the members of the compensation committee will review the base salaries of our executive officers each year as part of their annual review of our executive compensation program, with input from our CEO (except with respect to his own base salary) and make adjustments as they determine to be reasonable and necessary to reflect the scope of an executive officer’s performance, individual contributions and responsibilities, position in the case of a promotion, market conditions, the recommendations of our CEO, and the other factors described in “Compensation-Setting Process - Setting Target Total Direct Compensation” above.

The compensation paid to our Named Executive Officers during 2021 is set forth in the “2021 Summary Compensation Table” below.

In August 2021, the compensation committee approved an annual cash bonus plan to provide selected employees, including our executive officers, with the opportunity to earn cash bonus awards based upon the achievement of Company short-term financial and strategic performance goals (the “2021 Incentive Bonus Plan”). We use the annual incentive bonus plan to motivate our applicable employees, including our executive officers, to achieve our financial performance goals as set forth in our annual operating plan.

Pursuant to the 2021 Incentive Bonus Plan, the compensation committee established a target annual incentive bonus opportunity for each participant in the plan with actual awards paid from the bonus pool determined based on actual performance against pre-established financial goals during the applicable performance period. For 2021, the performance period was January 1, 2021 through December 31, 2021.

Unless otherwise determined by the compensation committee, to be eligible to earn an incentive bonus award, a participant must be employed by us or an affiliate of the Company on the date the incentive bonus award is paid. Earned incentive bonus awards, if any, were to be paid in cash no later than two and one-half months following the end of the applicable performance period and after the compensation committee had determined and certified the level of performance achieved and the amount of the incentive bonus awards earned. The compensation committee

reserves the right, in its sole discretion, to settle a bonus award in cash or with a grant of a share-based award under our then-current equity compensation plan (or a combination thereof with an aggregate value equal to the earned bonus).

All annual incentive bonus awards under the 2021 Incentive Bonus Plan are subject to any Company recoupment or “clawback” policy, as may be in effect from time to time, including any required by Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

The initial target annual incentive bonus opportunity of each of our executive officers, including our Named Executive Officers, was established through arm’s-length negotiation at the time we hired the individual, taking into account his or her position, qualifications, experience, prior salary level, and the base salaries of our other executive officers.

In connection with the Business Combination, each of our executive officers, including our Named Executive Officers, entered into an employment agreement with the Company which provided that, effective upon the closing of the Business Combination, their target annual incentive bonus opportunities would be as follows:

The Business Combination closed on January 20, 2021 and, accordingly the target annual incentive bonus opportunities were effective January 20, 2021. For the period in 2021 prior to the Business Combination, we prorated bonuses under our prior bonus program.

On November 15, 2021, the compensation committee determined that Ms. Boughton’s target annual incentive bonus opportunity for 2021 would be calculated using her aggregate 2021 base salary, inclusive of the increase of her base salary to $425,000, which was also approved on that date.

Going forward, the compensation committee will establish the target incentive bonus opportunity for each eligible participant, including each Named Executive Officer, based upon a specific percentage of such participant’s annual base salary for the performance period. In setting these percentages, the compensation committee will take into consideration the recommendations of our CEO, as well as the other factors described in “Compensation-Setting Process – Setting Target Total Direct Compensation” above.

During 2021, participants in the 2021 Incentive Bonus Plan were eligible to receive bonus awards based upon our actual achievement against two corporate performance metrics that were selected by the compensation committee and that were closely related to the financial and strategic objectives that were important to us. In May 2021, the compensation committee selected “net revenue” (weighted 70%) and “Adjusted EBITDA” (weighted 30%), as defined below, as the two corporate performance metrics for the 2021 Incentive Bonus Plan. The compensation committee believed these performance metrics were appropriate because, in its view, they were strong indicators of the successful execution of our business objectives for 2021, and they provided a strong emphasis on growth while managing expenses and strengthening our customer and commercial relationships. The compensation committee also believed these metrics would influence the creation of sustainable long-term stockholder value.

The corporate performance metrics used for purposes of the 2021 Annual Cash Bonus Plan were defined as follows:

In May 2021, the compensation committee established a threshold, target, and maximum achievement level for each of these corporate performance metrics. Each of the corporate performance metrics was evaluated separately for any incentive bonus awards to be made with respect to that metric. Achievement levels for performance between the threshold and target performance levels and between the target and maximum performance levels were to be calculated using straight-line interpolation. The threshold, target, and maximum performance levels and bonus pool funding for each of the corporate performance metrics were as follows:

Under the 2021 Incentive Bonus Plan, cash bonus awards were to be paid from a bonus pool based on our performance with respect to each of the corporate performance metrics and the extent to which each objective was achieved for the year. The compensation committee did not make any discretionary adjustments to the bonus pool or the incentive cash bonus awards earned by the Named Executive Officers during 2021.

The percentage achievement (after excluding the impact of acquisitions) and the corresponding payment levels with respect to each corporate performance metric, as determined by the compensation committee based on our actual performance is set forth in the table below. For purposes of determining the weighted percentage achievement level, if the percentage achievement level exceeded 100%, the weighted percentage achievement level was determined by multiplying the weighted percentage achievement level by 2.

The following table sets forth the target incentive bonus opportunities and the actual incentive bonus award made to our Named Executive Officers for 2021. The bonus for each Named Executive Officer listed below was

prorated for 2021 based on the bonus programs in effect throughout the year (the pre-Merger bonus program was in effect for 20 days and the post-Merger bonus program was in effect for 325 days). Additionally, Ms. Boughton’s salary was weighted to account for her salary change in November 2021.

Mr. Lee was not eligible to receive a bonus under the 2021 Incentive Bonus Plan since he resigned his positions with the Company effective November 15, 2021. Ms. Becklund was not eligible to receive a bonus under the 2021 Incentive Bonus Plan as she served only temporarily as Interim Principal Financial Officer.

Prior to the Business Combination, the Company announced that our Board of Directors or a committee thereof may award bonuses to certain of our employees, including members of management, after the Closing of the Business Combination in an aggregate amount of up to $10.0 million (the “Management Incentive Plan” or “MIP”). The bonuses were intended to reward employees who made significant contributions in connection with the Business Combination. Up to 50% of such bonuses may be allocated in the form of Class A Common Stock or other equity awards that can be exercised for or settled in shares of Class A Common Stock. Such equity awards may be subject to specified vesting conditions. Our Board of Directors or a committee thereof had complete discretion whether or not to award these bonuses, how such bonuses were to be allocated among eligible employees, and the mix of such cash and equity bonus awards.

In January 2021, the compensation committee reviewed the proposed bonuses under the MIP. Noting that up to 50% of the bonuses pursuant to the MIP could be allocated in the form of Class A Common Stock or other equity awards that can be exercised for or settled in shares of Class A Common Stock, with the remainder of the bonuses to be paid in cash, the compensation committee recommended that our Board of Directors approve the cash portion of the MIP bonuses and determined that it would grant the equity component of the MIP bonuses in the form of RSU awards vesting over four years of continuous service.

On February 4, 2021, our Board of Directors, following the recommendation of the compensation committee, awarded a total of approximately $5.2 million in cash bonuses to our executive officers and certain other employees who made significant contributions in connection with the Business Combination pursuant to the MIP. The following table sets forth the portion of the MIP that was paid in cash on February 10, 2021 to our Named Executive Officers:

The annual incentive bonus awards made to our Named Executive Officers for 2021 are set forth in the “2021 Summary Compensation Table” below.

On March 29, 2021, the compensation committee approved the grant of RSU awards that may be settled for shares of our Class A Common Stock to our Named Executive Officers pursuant to the MIP, in the following amounts:

The number of RSUs granted was based on the closing price of the Company’s Class A Common Stock on the March 29, 2021 grant date, which was $12.79 per share. The RSU awards are subject to a service-based vesting requirement, to be satisfied over a four-year period, with the RSU awards vesting in substantially equal quarterly installments over four years of continuous service on each of March 15, June 15, September 15, and December 15 (each, a “Company Quarterly Vesting Date”), with the first such vesting date to be the first Company Quarterly Vesting Date that occurs after the Vesting Commencement Date of March 15, 2021. Upon vesting, the RSU award may be settled by issuing that number of shares of our Class A Common Stock that equal the number of RSUs that have vested.

As a technology company that encounters significant competition for qualified personnel, long-term incentive compensation plays a critical role in our ability to attract, hire, motivate, and reward qualified and experienced executives. The use of long-term incentive compensation in the form of equity awards is necessary for us to compete for qualified executives without significantly increasing cash compensation and is the most important element of our executive compensation program. We use equity awards to incentivize and reward our executive officers, including our Named Executive Officers, for long-term corporate performance based on the value of our Class A Common Stock and thereby align their interests with the interests of our stockholders. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards serve as an incentive for our executive officers to create value for our stockholders. Equity awards also help us retain our executive officers in a highly competitive market.

During 2021, the compensation committee made several grants of equity awards in recognition and as a result of the Business Combination pursuant to the applicable provisions of the Merger Agreement. The terms and conditions of these equity awards are as follows:

Pursuant to the Merger Agreement, each holder of an option to purchase Hims common stock that was outstanding immediately prior to the Business Combination (the “Hims Options”) received an Earn-Out RSU Award from the Company. The number of units subject to the Earn-Out RSU Award was determined by multiplying the number of shares subject to the Hims Option by an exchange ratio of 0.0443 in accordance with the terms of the Merger Agreement.

On March 29, 2021,the compensation committee approved the grant of the Earn-Out RSU Awards to the eligible recipients, including our Named Executive Officers, with such awards to vest based upon the satisfaction of certain share price-based performance vesting conditions and continuous service conditions.

Each of our Named Executive Officers held more than one Hims Option at the time of the Business Combination and received a separate Earn-Out RSU Award for each Hims Option. The aggregate number of units underlying the Earn-Out RSU Awards granted to our Named Executive Officers by the compensation committee were equal to the following amounts:

The vesting schedules for the Earn-Out RSU Awards are set forth in the “2021 Outstanding Equity Awards at Fiscal Year-End Table” below.

Pursuant to the Merger Agreement, each holder of a restricted stock unit for shares of Hims common stock that was outstanding as of immediately prior to the Business Combination (the “Hims RSUs”) received a Warrant RSU Award from the Company. The number of units subject to the Warrant RSU Award was determined by multiplying the number of units underlying the Hims RSUs by an exchange ratio of 0.0028 in accordance with the terms of the Merger Agreement.

On March 29, 2021, the compensation committee approved the grant of the Warrant RSU Awards to the eligible recipients, including our Named Executive Officers, with such awards to vest on terms substantially similar to the Hims RSUs to which the Warrant RSU Award related.

Each of our Named Executive Officers held more than one Hims RSU award at the time of the Business Combination and received a separate Warrant RSU Award for each Hims RSU award. The aggregate number of units underlying the Warrant RSU Awards granted to our Named Executive Officers by the compensation committee were equal to the following amounts, as measured on the date of the grant:

The vesting schedules for the Warrant RSU Awards are set forth in the “2021 Outstanding Equity Awards at Fiscal Year-End Table” below.

In connection with her appointment as our Interim Principal Financial Officer, on November 16, 2021, the compensation committee granted Ms. Becklund an RSU award with 25,000 units that may each be settled for one share of our Class A Common Stock underlying the RSU award. Twenty-five percent of the units subject to the award vested on each of December 15, 2021 and March 15, 2022, and 25% of the units will vest on each of June 15, 2022, and September 15, 2022, subject to her continued service with our Company through each vesting date.

The equity awards granted to our Named Executive Officers during 2021 are set forth in the “2021 Summary Compensation Table” and the “2021 Grants of Plan-Based Awards Table” below.

Our executive officers, including our Named Executive Officers, are eligible to participate in the same employee benefit plans, and on the same terms and conditions, as all other full-time, salaried U.S. employees, subject to the

satisfaction of certain eligibility requirements. These benefits include medical, dental and vision insurance, business travel insurance, an employee assistance program, health and dependent care flexible spending accounts, basic life insurance, accidental death and dismemberment insurance, short-term and long-term disability insurance, reimbursement for mobile phone coverage, and commuter benefits.

Our executive officers, including our Named Executive Officers, are eligible to participate in the 401(k) plan we maintain for our employees generally. The 401(k) plan is intended to qualify under Section 401(k) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), so that contributions to the 401(k) plan by employees or by us, and the investment earnings thereon, are not taxable to the employees until withdrawn, and so that contributions made by us, if any, will be deductible by us when made. Employees may elect to reduce their current compensation by up to the statutorily prescribed annual limits and to have the amount of such reduction contributed to their 401(k) plan accounts. Effective June 2021, the compensation committee amended the 401(k) plan to provide that the Company would match 50% of a participant’s contributions to the Section 401(k) Plan in cash, subject to an annual maximum limit of $3,000 per employee.

We design our employee benefits programs to be affordable and competitive in relation to the market as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market.

Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide significant perquisites or other personal benefits to our executive officers, including our Named Executive Officers, except as generally made available to all our employees, or in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective and for recruitment and retention purposes. During 2021, none of our Named Executive Officers received perquisites or other personal benefits with a value, in the aggregate, of $10,000 or more.

In the future, we may provide perquisites or other personal benefits in limited circumstances. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the compensation committee.

Concurrent with his resignation as our Chief Financial Officer and Treasurer on November 15, 2021, the compensation committee approved the Company entering into a consulting agreement with Mr. Lee pursuant to which he would continue to support the Company as a consultant until February 28, 2022, subject to renewal in one-month intervals, for a fee of $15,000 per month. As previously disclosed, Mr. Lee supported the Company’s transition plan until our new Chief Financial Officer, Mr. Okupe, was appointed in January 2022. Mr. Lee’s consulting agreement was terminated concurrently with Mr. Okupe’s appointment.

In connection with the Business Combination, we entered into written letter agreements with Mr. Dudum, Ms. Baird and Mr. Lee, which became effective upon the closing of the Business Combination. We entered into a written letter agreement with Dr. Carroll on January 14, 2021 and with Ms. Boughton on January 5, 2021. We believe that these arrangements were necessary to induce these individuals to continue to serve as senior executive officers of the Company following the consummation of the Business Combination. Additionally, we entered into a written letter agreement with Mr. Okupe on January 24, 2022 upon the commencement of his tenure as Chief Financial Officer.

Each of these letter agreements provides for “at will” employment (meaning that either we or the executive officer may terminate the employment relationship at any time without cause) and sets forth the compensation arrangements that shall initially apply following the close of the Business Combination for the executive officer, including a base salary, eligibility for an incentive bonus for each fiscal year based on objective or subjective criteria established by our Board of Directors or the compensation committee, participation in our standard employee benefit plans offered to similarly situated employees of the Company, and reimbursement of all reasonable business expenses of the types authorized by the Company and reasonable and necessarily incurred or paid in the performance of the executive officer’s duties, responsibilities, and authorities under the letter agreement.

The letter agreements also acknowledge that each Named Executive Officer has been granted, awarded, or purchased shares of the Company’s Class A Common Stock, or awards exercisable for, or that may be settled into, shares of the Company’s Class A Common Stock, from time to time. All such shares or awards remain subject to their terms and to the terms of the incentive plan pursuant to which such shares or awards were granted, awarded, or sold (if and as applicable).

Each of these letter agreements further provides for severance and vesting acceleration benefits as described in that certain Change in Control and Severance Agreement signed concurrently with the letter agreement. These Change in Control and Severance Agreements are discussed in more detail in “Post-Employment Compensation” below and “Potential Payments upon Termination or Change in Control” below.

These letter agreements also confirmed that, following the closing of the Business Combination, the Named Executive Officer was to remain subject to the Employee Confidential Information and Inventions Assignment Agreement that he or she had previously signed, as well as to the terms and conditions of the Company’s Employee Handbook, as in effect from time to time.

We believe that having in place reasonable and competitive post-employment compensation arrangements are essential to attracting and retaining highly qualified executive officers. Mr. Dudum and Ms. Baird have each entered into a Change in Control and Severance Agreement that provides for certain post-employment payments and benefits in the event of certain qualifying terminations of employment, including a termination of employment following a change in control of the Company. These Change in Control and Severance Agreements are discussed in more detail in “Potential Payments upon Termination or Change in Control” below. Mr. Lee previously entered into a Change in Control and Severance Agreement, but such agreement is no longer in effect following his resignation as our Chief Financial Officer.

These post-employment compensation arrangements are designed to provide reasonable compensation to Named Executive Officers who leave the Company under certain circumstances to facilitate their transition to new employment. Further, in some instances, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing Named Executive Officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits.

We also believe that these arrangements are designed to align the interests of our Named Executive Officers and our stockholders when considering our long-term future. The primary purpose of these arrangements in the case of a change in control of the Company is to keep our Named Executive Officers focused on pursuing all corporate transaction activity that is in the best interests of our stockholders regardless of whether those transactions may result in their own job loss.

In determining payment and benefit levels under the various circumstances triggering the payments and benefits under the Change in Control and Severance Agreements with our Named Executive Officers, the compensation committee has drawn a distinction between voluntary terminations of employment and involuntary terminations of employment, which include terminations by us without cause and terminations of employment by the Named Executive Officer with good reason. Severance payments and benefits in the event of an involuntary termination of employment including following a change in control of the Company, have been deemed appropriate in light of the benefits to us described above, as well as the likelihood that the Named Executive Officer’s departure is due, at least in part, to circumstances not within his or her control. In contrast, we believe that payments are not appropriate in the event of a voluntary termination because such events often reflect either inadequate performance or an affirmative decision by the Named Executive Officer to end his or her relationship with us.

As a condition to a Named Executive Officer’s receipt of any payments or benefits described in his or her Change in Control and Severance Agreement, he or she will execute and allow to become effective a general release of claims against the Company, in the form provided by the Company, comply with his or her continuing obligations (including the return of Company property) to the Company, and, if requested by the Company, immediately resign from all positions he or she holds with the Company, including as a member of our Board of Directors and as a member of the board of directors of any subsidiaries of the Company.

Notwithstanding anything contained in the Change in Control and Severance Agreement to the contrary, in the event that the payments and benefits provided pursuant to the Change in Control and Severance Agreement, together with all other payments and benefits received or to be received by a Named Executive Officer (“Payments”),

constitute “parachute payments” within the meaning of Section 280G of the Code, and, but for this provision, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Payments will be made to the Named Executive Officer either (i) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in the Named Executive Officers’ receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax.

We do not use excise tax payments (or “gross-ups”) relating to a change in control of the Company and have no such obligations in place with respect to any of our executive officers, including our CEO or any other Named Executive Officer.

The compensation committee does not consider the specific amounts payable under the Change in Control and Severance Agreements when establishing annual compensation. We do believe, however, that these arrangements are necessary to offer compensation packages that are competitive.

For information on the Change in Control and Severance Agreements with our Named Executive Officers, as well as an estimate of the potential payments and benefits payable under these arrangements as of the end of 2021, see “Potential Payments upon Termination or Change in Control” below.

The Company may provide payments to executives upon their termination or a change in control of the Company. Such payments are made pursuant to each executive's Change in Control/Severance Agreement as described above in “Post-Employment Compensation.”

The executive is not entitled to receive any additional forms of compensation or benefits, other than vested retirement income, if he or she voluntarily resigns from the Company or if his or her employment is terminated by the Company for cause.

If the executive is subject to an involuntary termination that does not involve a change in control and executes a general release of claims, the Company provides the following continuing payments for the requisite time period upon such involuntary termination:

If the executive is subject to an involuntary termination that involves a change in control and executes a general release of claims, the Company provides the following continuing payments for the requisite time period upon such involuntary termination:

Our Insider Trading Policy prohibits our employees, including our officers, and the members of our Board of Directors from engaging in transactions in publicly traded options, such as puts and calls, and other derivative securities with respect to the Company’s securities. This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding the Company’s securities. Stock options, restricted stock units, restricted stock, stock appreciation rights and other securities issued pursuant to the Company benefit plans or other compensatory arrangements with the Company are not subject to this prohibition.

Our Insider Trading Policy prohibits our employees, including our officers, and the members of our Board of Directors from pledging Company securities as collateral for loans. In addition, these individuals may not hold Company securities in a margin account. Upon a default on the loan or a failure to meet a margin call, the lender or broker, as the case may be, may sell the pledged securities as collateral in a foreclosure sale or the securities held in the margin account without the beneficial owner’s consent. The sale, even though not initiated at the beneficial owner’s request, is still considered a sale for his or her benefit. If made at a time when the employee or director is aware of material non-public information or otherwise is not permitted to trade in the Company’s securities, the sale may result in inadvertent insider trading violations, Section 16 violations (for officers and directors), and a violation of this policy.

The compensation committee takes the applicable tax and accounting requirements into consideration in designing and overseeing our executive compensation program.

Generally, Section 162(m) of the Code disallows public companies a tax deduction for federal income tax purposes of remuneration in excess of $1 million paid to certain persons, generally their chief executive officer, chief financial officer, and any employee who is among the three highest compensated executive officers for the taxable year (other than the chief executive officer and chief financial officer), regardless of whether the executive officer is serving at the end of the public company’s taxable year and regardless of whether the executive officer’s

compensation is subject to disclosure for the last completed fiscal year under the applicable SEC rules (a “Covered Employee”). In addition, once an individual becomes a Covered Employee for any taxable year beginning after December 31, 2016, that individual will remain a Covered Employee for all future years, including following any termination of employment.

Remuneration paid to a Covered Employee in excess of $1 million will be subject to the deduction limit unless it qualifies for separate transition relief applicable to certain arrangements that qualify as written binding contracts that were in effect on November 2, 2017 and which have not been subsequently materially modified and certain remuneration paid pursuant to a compensation plan in existence before the effective date of when we became a publicly-traded company. The compensation committee reserves the right to pay remuneration to our Covered Employees even if such remuneration is subject to the deduction limit if it determines that doing so is in the best interests of the Company and our stockholders.

The compensation committee takes accounting considerations into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC Topic 718 requires us to record a compensation expense in our income statement for all equity awards granted to our executive officers, other employees, and the non-employee members of our Board of Directors. This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.

The compensation committee of the Board of Directors has reviewed and discussed with the Company’s management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, and based on this review and discussion, the compensation committee recommends to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

The summary compensation table shows the total compensation of our named executive officers in 2021.

The following table summarizes the equity awards granted to our named executive officers in 2021.

The following table summarizes the outstanding equity awards held by our named executive officers at December 31, 2021. The closing price of $6.55 of our Class A Common Stock on the last trading day in 2021 was used to determine the market value of the unvested RSUs shown in the “Market Value of Shares or Units of Stock That Have Not Vested ($)” column.