GoodRx Appoints New Chief Legal Officer

TL;DR

GoodRx just hired a new top lawyer from Xometry.

AI Summary

GoodRx Holdings, Inc. announced on July 8, 2024, the appointment of Steven A. Schaffer as Chief Legal Officer and General Counsel, effective immediately. Schaffer previously served as Senior Vice President, General Counsel, and Corporate Secretary at Xometry Inc. This appointment is part of the company's ongoing executive team adjustments.

Why It Matters

The appointment of a new Chief Legal Officer can impact the company's legal strategy, compliance, and risk management, which are crucial for investor confidence.

Risk Assessment

Risk Level: low — This filing is a routine executive appointment and does not involve significant financial or operational changes.

Key Players & Entities

• GoodRx Holdings, Inc. (company) — Registrant
• Steven A. Schaffer (person) — Appointed Chief Legal Officer and General Counsel
• Xometry Inc. (company) — Previous employer of Steven A. Schaffer
• July 8, 2024 (date) — Effective date of appointment

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A Common Stock, $0.0001 par value per share GDRX The Nasda
• $420,000 — ed stock units ("RSUs") with a value of $420,000 and a pro-rated Annual Award (as defin
• $209,836 — defined below) of RSUs with a value of $209,836, in each case, on the date of his elect
• $30,000 — irector: (a) an annual cash retainer of $30,000 for his service on the Board (prorated
• $15,000 — b) additional annual cash retainers of $15,000 and $10,000 for his service as the Chai
• $10,000 — l annual cash retainers of $15,000 and $10,000 for his service as the Chair of the Inn
• $230,000 — al award of RSUs with a target value of $230,000 (each, an "Annual Award") granted on su

Filing Documents

• gdrx-20240708.htm (8-K) — 112KB
• exhibit991-ianclarkpressre.htm (EX-99.1) — 41KB
• 0001809519-24-000133.txt ( ) — 287KB
• gdrx-20240708.xsd (EX-101.SCH) — 2KB
• gdrx-20240708_lab.xml (EX-101.LAB) — 21KB
• gdrx-20240708_pre.xml (EX-101.PRE) — 12KB
• gdrx-20240708_htm.xml (XML) — 3KB

02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Director Election As previously disclosed in the Current Report on the Form 8-K filed by GoodRx Holdings, Inc. (the "Company") with the Securities and Exchange Commission (the "SEC") on March 14, 2024, Stephen LeSieur resigned as a member of the Board of Directors of the Company (the "Board"), effective as of March 14, 2024. On July 8, 2024, the Board, upon the recommendation of its Nominating and Corporate Governance Committee, elected Ian T. Clark as a Class III director, effective immediately, to fill the vacancy on the Board created by the resignation of Stephen LeSieur. As a Class III director, Mr. Clark's term will expire at the Company's 2026 Annual Meeting of Stockholders and until his successor is elected and qualified or until his earlier death, resignation or removal. The Board also appointed Mr. Clark as the Chair of the Board's newly established Innovation Committee and as a member of the Board's Nominating and Corporate Governance Committee. The Board has determined that Mr. Clark qualifies as "independent" under the rules of The Nasdaq Stock Market LLC. There are no arrangements or understandings between Mr. Clark and any other person pursuant to which Mr. Clark was selected as a director, and there are no transactions in which the Company is a party and in which Mr. Clark has a material interest subject to disclosure under Item 404(a) of Regulation S-K. Mr. Clark has entered into the Company's standard indemnification agreement for directors and officers, the form of which was previously filed by the Company as Exhibit 10.1 to the Registration Statement on Form S-1/A (File No. 333-248465) initially filed by the Company with the SEC on September 14, 2020. Director Compensation Pursuant to the Company's amended and restated Non-Employee Director Compensation Program (the "A&R D

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. A copy of the Company's press release announcing the election of Mr. Clark as a director and his committee assignment is attached hereto as Exhibit 99.1. The information in this Item 7.01 and Exhibit 99.1 attached hereto is furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . The following exhibits are included with this Current Report on Form 8-K: 99.1* Press Release, dated July 10, 2024. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. * Furnished herewith. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GOODRX HOLDINGS, INC. Date: July 10, 2024 By: /s/ Karsten Voermann Name: Karsten Voermann Title: Chief Financial Officer

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