GoodRx Appoints New Directors, Adjusts Executive Pay

TL;DR

GoodRx adds 2 directors, inks new pay deals for CEO/CFO.

AI Summary

GoodRx Holdings, Inc. announced on October 22, 2024, changes in its board of directors and executive compensation. Specifically, the company elected two new directors, Ms. Amy Schioldager and Mr. David M. Snow, to its Board of Directors. Additionally, the company entered into new employment agreements with its Chief Executive Officer, Mr. Douglas Hirsch, and Chief Financial Officer, Ms. Valerie Lorenz, detailing their compensation packages.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy and governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in board and executive compensation can introduce uncertainty regarding future strategy and leadership stability.

Key Players & Entities

• GoodRx Holdings, Inc. (company) — Registrant
• Amy Schioldager (person) — Newly elected director
• David M. Snow (person) — Newly elected director
• Douglas Hirsch (person) — Chief Executive Officer
• Valerie Lorenz (person) — Chief Financial Officer
• October 22, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A Common Stock, $0.0001 par value per share GDRX The Nasda
• $420,000 — d stock units ("RSUs") with a value of $420,000 and a pro-rated Annual Award (as define
• $132,329 — defined below) of RSUs with a value of $132,329, in each case, on the Effective Date.
• $30,000 — irector: (a) an annual cash retainer of $30,000 for his service on the Board (pro-rated
• $20,000 — ) an additional annual cash retainer of $20,000 for his service as the Chair of the Au
• $230,000 — n annual award of RSUs with a value of $230,000 (each, an "Annual Award") granted on su
• $140,521 — nd (b) an award of RSUs with a value of $140,521, which will vest in accordance with th

Filing Documents

• gdrx-20241022.htm (8-K) — 110KB
• ex101-firstamendmenttoseco.htm (EX-10.1) — 94KB
• ronaldbruehlmanpressrelease.htm (EX-99.1) — 42KB
• 0001809519-24-000188.txt ( ) — 390KB
• gdrx-20241022.xsd (EX-101.SCH) — 2KB
• gdrx-20241022_lab.xml (EX-101.LAB) — 21KB
• gdrx-20241022_pre.xml (EX-101.PRE) — 12KB
• gdrx-20241022_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. Departure of Director On October 22, 2024, Julie Bradley notified GoodRx Holdings, Inc. (the "Company") of her decision to resign as a member of the Board of Directors of the Company (the "Board"), including from her service on the Board's Audit and Risk Committee, effective as of November 8, 2024 (the "Effective Date"). Ms. Bradley has indicated to the Company that her decision to resign is as a result of her other personal and professional commitments, and not the result of any disagreement with the Company or its management on any matter relating to the Company's operations, policies or practices. Director Election On October 25, 2024, the Board, upon the recommendation of its Nominating and Corporate Governance Committee, elected Ronald E. Bruehlman as a Class III director, effective as of the Effective Date, to fill the vacancy on the Board created by the resignation of Julie Bradley. Mr. Bruehlman'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. Bruehlman as the Chair of the Board's Audit and Risk Committee. The Board has determined that Mr. Bruehlman (i) qualifies as an "independent director," as defined under the rules of The Nasdaq Stock Market LLC (the "Nasdaq Rules"), (ii) satisfies the additional independence standards for the Audit and Risk Committee established by applicable Nasdaq Rules and the rules of the Securities and Exchange Commission (the "SEC") and (iii) qualifies as an "audit committee financial expert" under the criteria set forth in Item 407(d)(5) of Regulation S-K. There are no arrangements or understandings between Mr. Bruehlman and any other person pursuant to which Mr. Bruehlman was selected as a director, and t

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. A copy of the Company's press release announcing the election of Mr. Bruehlman 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 October 28, 2024. 10.1 First Amendment to Second Amended and Restated Employment Agreement, by and between GoodRx, Inc. and Trevor Bezdek, dated October 25, 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: October 28, 2024 By: /s/ Karsten Voermann Name: Karsten Voermann Title: Chief Financial Officer

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