GoodRx Holdings, Inc. Announces Board and Executive Changes

TL;DR

GoodRx board shakeup and exec pay changes announced.

AI Summary

GoodRx Holdings, Inc. announced on January 21, 2025, changes in its board and executive compensation. Specifically, the company reported the departure of a director and the election of a new director, along with updates to the compensatory arrangements for certain officers.

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: medium — Changes in board and executive compensation can indicate internal shifts that may affect company direction and stability.

Key Players & Entities

• GoodRx Holdings, Inc. (company) — Registrant
• January 21, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• Santa Monica, California (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A Common Stock, $0.0001 par value per share GDRX The Nasda
• $3 billion — nd tripling in revenue, reaching nearly $3 billion. Prior to GoDaddy, Mr. Wagner served as
• $420,000 — d stock units ("RSUs") with a value of $420,000 and a pro-rated Annual Award (as define
• $85,699 — defined below) of RSUs with a value of $85,699, in each case, effective on his Board
• $30,000 — irector: (a) an annual cash retainer of $30,000 for his service on the Board (pro-rated
• $15,000 — ) an additional annual cash retainer of $15,000 for his service as the Chair of the Co
• $230,000 — n annual award of RSUs with a value of $230,000 (each, an "Annual Award") granted on su

Filing Documents

• gdrx-20250121.htm (8-K) — 84KB
• 0001809519-25-000015.txt ( ) — 210KB
• gdrx-20250121.xsd (EX-101.SCH) — 2KB
• gdrx-20250121_lab.xml (EX-101.LAB) — 21KB
• gdrx-20250121_pre.xml (EX-101.PRE) — 12KB
• gdrx-20250121_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. On January 21, 2025, the Board of Directors (the "Board") of GoodRx Holdings, Inc. (the "Company"), upon the recommendation of its Nominating and Corporate Governance Committee, appointed Scott Wagner as a Class II director of the Company. Mr. Wagner's term will expire at the Company's 2025 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. Wagner as the Chair of the Board's Compensation Committee, and appointed Mr. Wagner as a Co-Chair of the Board, to serve in such role together with the existing Chair (now to be referred to as Co-Chair), Trevor Bezdek. Mr. Wagner, 53, served as the Company's Interim Chief Executive Officer from April 2023 to January 2025 . Mr. Wagner joins the Board with more than 25 years of executive leadership experience, including his tenure as Chief Executive Officer and President/Chief Operating Officer/Chief Financial Officer at GoDaddy, which saw the company expanded its services globally and tripling in revenue, reaching nearly $3 billion. Prior to GoDaddy, Mr. Wagner served as a Partner at KKR, a global investment company, where he worked from 2000 to 2012 as one of the leads of KKR's Capstone team. Mr. Wagner holds a B.A. degree in Economics from Yale University and an M.B.A. degree from Harvard Business School. The Board believes Mr. Wagner is qualified to serve as a director due to his experience serving as Interim Chief Executive Officer of the Company, as well as his experience serving as a director and officer for high-growth tech companies. On January 21, 2025, Simon Patterson resigned as a member of the Board and as a member of the Board's Nominating and Corporate Governance Committee and Innovation Committee. The vacancy created by Mr. Patterson's

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View this 8-K filing on SEC EDGAR