GoodRx Holdings Announces Board and Executive Changes
Ticker: GDRX · Form: 8-K · Filed: Dec 16, 2024 · CIK: 1809519
| Field | Detail |
|---|---|
| Company | Goodrx Holdings, Inc. (GDRX) |
| Form Type | 8-K |
| Filed Date | Dec 16, 2024 |
| Risk Level | low |
| Pages | 6 |
| Reading Time | 7 min |
| Key Dollar Amounts | $0.0001, $825,000, $550,000, $9,000,000, $2,000,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: governance, executive-compensation, board-changes
Related Tickers: GDRX
TL;DR
GoodRx shakes up board and exec pay effective Dec 12, 2024.
AI Summary
GoodRx Holdings, Inc. announced on December 12, 2024, changes in its board of directors and executive compensation. The company filed an 8-K detailing the departure of a director, the election of a new director, and updates to compensatory arrangements for certain officers. These changes are effective as of December 12, 2024.
Why It Matters
Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.
Risk Assessment
Risk Level: low — This filing primarily concerns routine corporate governance and executive compensation matters, not significant financial events.
Key Players & Entities
- GoodRx Holdings, Inc. (company) — Registrant
- December 12, 2024 (date) — Effective date of reported events
FAQ
Who departed from GoodRx Holdings, Inc.'s board of directors?
The filing indicates the departure of a director, but the specific name is not provided in the provided text.
Was a new director elected to the board?
Yes, the filing states that a new director was elected to the board of GoodRx Holdings, Inc.
What other items are covered in this 8-K filing?
Besides director changes, the filing also covers compensatory arrangements of certain officers.
What is the exact date of the earliest event reported in this 8-K?
The date of the earliest event reported is December 12, 2024.
Where is GoodRx Holdings, Inc. headquartered?
GoodRx Holdings, Inc. is headquartered at 2701 Olympic Boulevard, Santa Monica, California.
Filing Stats: 1,787 words · 7 min read · ~6 pages · Grade level 11.5 · Accepted 2024-12-16 16:15:29
Key Financial Figures
- $0.0001 — hich registered Class A Common Stock, $0.0001 par value per share GDRX The Nasda
- $825,000 — ovides for (i) an annual base salary of $825,000; and (ii) eligibility to participate i
- $550,000 — to receive a one-time cash payment of $550,000 (the "Signing Bonus"). In the event tha
- $9,000,000 — nit award having an aggregate value of $9,000,000 (the "Initial RSU Award"), (ii) a stock
- $2,000,000 — unit award having an aggregate value of $2,000,000 (the "Additional RSU Award") under the
- $1,650,000 — other than for "cause", GoodRx will pay $1,650,000 to Ms. Barnes in a single lump-sum cas
Filing Documents
- gdrx-20241212.htm (8-K) — 113KB
- a1_-xgoodrxxxxemploymentxa.htm (EX-10.1) — 3759KB
- 0001809519-24-000213.txt ( ) — 4277KB
- gdrx-20241212.xsd (EX-101.SCH) — 2KB
- gdrx-20241212_lab.xml (EX-101.LAB) — 21KB
- gdrx-20241212_pre.xml (EX-101.PRE) — 12KB
- gdrx-20241212_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. Chief Executive Officer and President Appointment On December 12, 2024, the Board of Directors (the "Board") of GoodRx Holdings, Inc. (the "Company") appointed Wendy Barnes as Chief Executive Officer and President of the Company, effective as of her commencement of employment, which is expected to occur on January 1, 2025 (the "Effective Date"), Ms. Barnes succeeds Scott Wagner who serves as Interim Chief Executive Officer. In addition, Ms. Barnes was elected as a Class I director of the Company, effective on the Effective Date, with a term to expire at the Company's 2027 Annual Meeting of Stockholders and until her successor is elected and qualified or until her earlier death, resignation or removal. Prior to the Effective Date, Ms. Barnes, 52, will have served as Chief Executive Officer of RxBenefits, Inc., a pharmacy benefits optimizer, since May 2022. From July 2013 to April 2022, Ms. Barnes held various roles at Express Scripts Holding Company, a pharmacy benefit management organization, including most recently as its President from August 2019 to April 2022 . Ms. Barnes holds a B.S. degree in Biochemistry from the United States Air Force Academy and an M.B.A. degree from the University of Alaska at Anchorage. We believe Ms. Barnes is qualified to serve on our Board due to her significant leadership experience in the healthcare industry. There are no transactions in which the Company is a party and in which Ms. Barnes has a material interest subject to disclosure under Item 404(a) of Regulation S-K. There are no family relationships between Ms. Barnes and any of the Company's current or former directors or executive officers. Barnes Employment Agreement In connection with her appointment as Chief Executive Officer and President of the Company, on December 12, 2024, the Company and GoodR
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: 10.1 Employment Agreement, by and between GoodRx Holdings, Inc., GoodRx, Inc. and Wendy Barnes, dated December 12, 2024 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 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: December 16, 2024 By: /s/ Karsten Voermann Name: Karsten Voermann Title: Chief Financial Officer