GoodRx Holdings Announces Board and Executive Changes
Ticker: GDRX · Form: 8-K · Filed: Jan 13, 2025 · CIK: 1809519
| Field | Detail |
|---|---|
| Company | Goodrx Holdings, Inc. (GDRX) |
| Form Type | 8-K |
| Filed Date | Jan 13, 2025 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.0001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: management-change, compensation, board-of-directors
Related Tickers: GDRX
TL;DR
GoodRx board shakeup and comp changes filed. Watch for new execs and pay structures.
AI Summary
GoodRx Holdings, Inc. announced on January 7, 2025, changes in its board of directors and executive compensation. The filing details the departure of certain officers and directors, the election of new directors, and updates to compensatory arrangements for key executives. Specific details regarding the individuals involved and the exact nature of the compensation changes are outlined within the report.
Why It Matters
Changes in board composition and executive compensation can signal shifts in company strategy, governance, or financial outlook, potentially impacting investor confidence and stock performance.
Risk Assessment
Risk Level: medium — Changes in leadership and compensation can indicate internal adjustments or strategic shifts that may carry inherent risks.
Key Numbers
- 001-39549 — SEC File Number (Identifies the company's filing with the SEC.)
- 47-5104396 — IRS Employer Identification No. (Company's tax identification number.)
Key Players & Entities
- GoodRx Holdings, Inc. (company) — Registrant
- January 7, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of Incorporation
- Santa Monica, California (location) — Address of Principal Executive Offices
- (855) 268-2822 (phone_number) — Registrant's Telephone Number
FAQ
What specific roles have been affected by the departure of officers or directors?
The filing indicates the departure of certain officers and directors, with details to be provided in the subsequent sections of the report.
Who are the newly elected directors?
The report states the election of directors, and their names and backgrounds would be detailed within the full filing.
What are the key changes in compensatory arrangements for officers?
The filing notes updates to compensatory arrangements for certain officers, with specific terms and conditions elaborated in the document.
What is the primary reason cited for these board and executive changes?
While the filing announces the changes, the specific underlying reasons for the departures and appointments are not detailed in this summary section.
When was the earliest event reported in this 8-K filing?
The earliest event reported was on January 7, 2025.
Filing Stats: 959 words · 4 min read · ~3 pages · Grade level 11.4 · Accepted 2025-01-13 09:05:57
Key Financial Figures
- $0.0001 — which registered Class A Common Stock, $0.0001 par value per share GDRX The Nasdaq
Filing Documents
- d926337d8k.htm (8-K) — 26KB
- 0001193125-25-005050.txt ( ) — 142KB
- gdrx-20250107.xsd (EX-101.SCH) — 3KB
- gdrx-20250107_lab.xml (EX-101.LAB) — 17KB
- gdrx-20250107_pre.xml (EX-101.PRE) — 11KB
- d926337d8k_htm.xml (XML) — 3KB
From the Filing
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 7, 2025 GoodRx Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39549 47-5104396 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 2701 Olympic Boulevard Santa Monica , California 90404 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (855) 268-2822 Not applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock, $0.0001 par value per share GDRX The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( 240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Chief Financial Officer Transition On January 7, 2025, Karsten Voermann submitted his resignation as Chief Financial Officer of GoodRx Holdings, Inc. (the "Company"), effective January 17, 2025 (the "Effective Date") for personal reasons. Mr. Voermann's resignation was not a result of any disagreement between the Company and Mr. Voermann on any matter related to the operations, policies, or practices of the Company. The Company thanks Mr. Voermann for his years of contribution and service to the Company. On January 10, 2025, the Board of Directors (the "Board") of the Company appointed Romin Nabiey, the Company's current Chief Accounting Officer, as Interim Chief Financial Officer of the Company, effective as of the Effective Date, while the Company undertakes a search to identify a permanent successor. The Board designated Mr. Nabiey as principal financial officer, effective as of the Effective Date. For the avoidance of doubt, Mr. Nabiey will continue to serve as the Company's Chief Accounting Officer and principal accounting officer. Romin Nabiey, 38, has served as the Company's Chief Accounting Officer since April 2022. From May 2017 to April 2022, Mr. Nabiey served in various controllership roles at the Company, including as Senior Vice President, Corporate Controller from September 2020 to April 2022, Vice President, Finance & Corporate Controller from January 2019 to September 2020, and Controller from May 2017 to December 2019. Prior to joining the Company, Mr. Nabiey served in management-level accounting and finance roles at Doctor Evidence, LLC and NantWorks, LLC, a pharmaceutical technology company and a private equity firm in the life science industry, respectively. Prior to those roles, Mr. Nabiey worked as an auditor at Ernst & Young. Mr. Nabiey is a licensed CPA and holds a B.A. in Accounting and a B.A. in Finance from California State University, Fullerton. There are no transactions in which the Company is a party and in which Mr. Nabiey has a material interest subject to disclosure under Item 404(a) of Regulation S-K. There are no family relationships between Mr. Nabiey and any of the Company's current or former directors or executive officers. Mr. Nabiey 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. Voermann Separation Agreement In connection with Mr. Voermann's departure from the Company, the Company expects to enter into a Separation Agreement & Release with Mr. Voermann (the "Separation Agreement"). Pursuant to the Separation Agreement, (i) any outstanding and