UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
x | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified In Its Charter) |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
Payment of Filing Fee (Check all boxes that apply):
x | No fee required |
o | Fee paid previously with preliminary materials |
o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
NOTICE & PROXY STATEMENT |
Annual Meeting of Stockholders |
June 16, 2026 12:00 p.m. (Pacific Time) |
GOODRX HOLDINGS, INC. 2701 OLYMPIC BOULEVARD, WEST BUILDING – SUITE 200, SANTA MONICA, CA 90404 |
April 29, 2026
To Our Stockholders:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders ("Annual Meeting") of GoodRx Holdings, Inc.
(the “Company”) to be held on Tuesday, June 16, 2026 at 12:00 p.m., Pacific Time. Our Annual Meeting will be a completely
virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the virtual Annual Meeting,
vote your shares electronically and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/
GDRX2026. Utilizing the latest technology and a virtual meeting format will allow stockholders to participate from any location
and we expect will lead to increased attendance, improved communications and cost savings for our stockholders and the
Company, and is a more environmentally friendly format.
The Notice of Annual Meeting of Stockholders and Proxy Statement on the following pages describe the matters to be
presented at the Annual Meeting. Details regarding how to attend the meeting and the business to be conducted at the
Annual Meeting are more fully described in the Notice of Annual Meeting of Stockholders and Proxy Statement.
Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual
Meeting. Therefore, we urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper
copies of these materials, by signing, dating, and returning the enclosed proxy card in the enclosed envelope, which
requires no postage if mailed in the United States. If you have previously received our Notice of Internet Availability of Proxy
Materials, then instructions regarding how you can vote are contained in that notice. If you have received a proxy card, then
instructions regarding how you can vote are contained on the proxy card. If you decide to attend the Annual Meeting, you will
be able to vote your shares electronically, even if you have previously submitted your proxy.
Thank you for your support.
Sincerely,
Trevor Bezdek
Co-Chairman of the Board
Scott Wagner
Co-Chairman of the Board
Notice of Annual Meeting of Stockholders To be Held on Tuesday, June 16, 2026 |
GOODRX HOLDINGS, INC. 2701 OLYMPIC BOULEVARD, WEST BUILDING – SUITE 200, SANTA MONICA, CA 90404 |
The Annual Meeting of Stockholders (the “Annual Meeting”) of GoodRx Holdings, Inc., a Delaware corporation (the
“Company”), will be held at 12:00 p.m., Pacific Time, on Tuesday, June 16, 2026. The Annual Meeting will be a completely
virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting electronically and
submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/GDRX2026. The Annual Meeting
is called for the following purposes:
1. | To elect Wendy Barnes, Ronald E. Bruehlman and Gregory Mondre as Class III Directors to serve until the 2029 Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified; | |
2. | To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; | |
3. | To approve, on an advisory (non-binding) basis, the compensation of our named executive officers; and | |
4. | To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting. |
Holders of record of our outstanding shares of capital stock, composed of Class A common stock and Class B common
stock, at the close of business on April 20, 2026, are entitled to notice of and to vote at the Annual Meeting, or any
continuation, postponement or adjournment of the Annual Meeting. A complete list of these stockholders will be available for
examination by any stockholder during the ten days prior to the Annual Meeting for a purpose germane to the meeting by
sending an email to legal@goodrx.com, stating the purpose of the request and providing proof of ownership of Company
stock. This list of stockholders will also be available on the bottom panel of your screen during the Annual Meeting after
entering the 16-digit control number included on the Notice of Internet Availability of Proxy Materials or any proxy card that
you received, or on the materials provided by your bank, broker or other nominee. The Annual Meeting may be continued or
adjourned from time to time without notice other than by announcement at the Annual Meeting.
It is important that your shares be represented regardless of the number of shares you may hold. Whether or not
you plan to attend the Annual Meeting we urge you to vote your shares via the toll-free telephone number or over
the Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign,
date and mail the proxy card in the enclosed return envelope. Promptly voting your shares will ensure the presence
of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy now
will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is
revocable at your option.
By Order of the Board of Directors
Gracye Cheng
Secretary
Santa Monica, California
April 29, 2026
CONTENTS | Page | |
1
PROXY STATEMENT
GOODRX HOLDINGS, INC. 2701 OLYMPIC BOULEVARD, WEST BUILDING – SUITE 200, SANTA MONICA, CA 90404 |
This proxy statement is furnished in connection with the solicitation by the Board of Directors of GoodRx Holdings, Inc. of
proxies to be voted at our Annual Meeting of Stockholders to be held on Tuesday, June 16, 2026 (the “Annual Meeting”), at
12:00 p.m., Pacific Time, and at any continuation, postponement, or adjournment of the Annual Meeting. The Annual
Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual
Meeting and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/GDRX2026 and
entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or
on the instructions that accompanied your proxy materials.
Holders of record of our outstanding shares of capital stock, composed of Class A common stock and Class B common
stock (collectively, “Common Stock”), at the close of business on April 20, 2026 (the “Record Date”), will be entitled to notice
of and to vote at the Annual Meeting and any continuation, postponement, or adjournment of the Annual Meeting, and will
vote together as a single class on all matters presented at the Annual Meeting. Each share of our Class A common stock
entitles its holder to one vote per share on all matters presented to our stockholders generally, and each share of Class B
common stock entitles its holder to ten votes per share on all matters presented to our stockholders generally. At the close of
business on the Record Date, there were 104,711,186 shares of Class A common stock and 233,964,187 shares of Class B
common stock issued and outstanding and entitled to vote at the Annual Meeting, representing approximately 4.3% and
95.7% of the voting power of our Common Stock, respectively.
This proxy statement, including the enclosed form of proxy, and the Company’s Annual Report to Stockholders for the fiscal
year ended December 31, 2025 (the “2025 Annual Report”) will be released on or about April 29, 2026 to our stockholders
on the Record Date.
In this proxy statement, “we,” “us,” “our,” the “Company” and “GoodRx” refer to GoodRx Holdings, Inc., and, unless
otherwise stated, all of its subsidiaries.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON TUESDAY, JUNE 16, 2026
This proxy statement and our 2025 Annual Report are available at http://www.proxyvote.com/
PROPOSALS |
At the Annual Meeting, our stockholders will be asked:
1. | To elect Wendy Barnes, Ronald E. Bruehlman and Gregory Mondre as Class III Directors to serve until the 2029 Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified; | |
2. | To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; | |
3. | To approve, on an advisory (non-binding) basis, the compensation of our named executive officers; and | |
4. | To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting. |
We know of no other business that will be presented at the Annual Meeting. However, if any other matter properly comes
before the stockholders for a vote at the Annual Meeting and you have properly submitted a proxy, the proxy holders named
on the Company’s proxy card will vote your shares in accordance with their best judgment.
2
RECOMMENDATIONS OF THE BOARD |
The Board of Directors (the “Board”) recommends that you vote your shares as indicated below. If you return a properly
completed proxy card, or vote your shares by telephone or Internet, your shares of Common Stock will be voted on your
behalf as you direct. If not otherwise specified, the shares of Common Stock represented by the proxies will be voted, and
the Board recommends that you vote:
1. | FOR the election of Wendy Barnes, Ronald E. Bruehlman and Gregory Mondre as Class III Directors; | |
2. | FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and | |
3. | FOR the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers. |
INFORMATION ABOUT THIS PROXY STATEMENT |
Why you received this proxy statement. You are viewing or have received these proxy materials because GoodRx’s
Board is soliciting your proxy to vote your shares at the Annual Meeting. This proxy statement includes information that we
are required to provide to you under the rules of the Securities and Exchange Commission (the “SEC”) and that is designed
to assist you in voting your shares.
Notice of Internet Availability of Proxy Materials. As permitted by SEC rules, GoodRx is making this proxy statement and
its 2025 Annual Report available to its stockholders electronically via the Internet. On or about April 29, 2026, we will mail to
our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to
access this proxy statement and our 2025 Annual Report and vote online. If you received an Internet Notice by mail, you will
not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice
instructs you on how to access and review all of the important information contained in this proxy statement and 2025
Annual Report. The Internet Notice also instructs you on how you may submit your proxy over the Internet. If you received
an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions
for requesting such materials contained in the Internet Notice.
Printed Copies of Our Proxy Materials. If you received printed copies of our proxy materials, then instructions regarding
how you can vote are contained on the proxy card included in the materials.
Householding. The SEC’s rules permit us and intermediaries (e.g., brokers) to deliver a single copy of the Internet Notice
and, if applicable, a single set of proxy materials, in each case, addressed to all applicable stockholders, to one address
shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant
cost savings. To take advantage of this opportunity, we have delivered only one copy of the Internet Notice and, if applicable,
one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the
impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate set of
proxy materials, as requested, to any stockholder at a shared address to which a single set of those documents was
delivered. If you prefer to receive separate copies of the proxy materials, contact Broadridge Financial Solutions, Inc. at 1
800-353-0103 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.
If you are currently a stockholder sharing an address with another stockholder and wish to receive only one set of future
proxy materials for your household, please contact Broadridge Financial Solutions, Inc. at the above phone number or
address.
Intermediaries with account holders who are our stockholders may also be “householding” our proxy materials. Such
stockholders may contact their bank, broker or other nominee to request information about householding.
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QUESTIONS AND ANSWERS ABOUT THE 2026 ANNUAL MEETING OF STOCKHOLDERS
WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING? |
The Record Date for the Annual Meeting is April 20, 2026. You are entitled to vote at the Annual Meeting only if you were a
stockholder of record at the close of business on that date, or if you hold a valid proxy for the Annual Meeting. You will need
to obtain your own Internet access if you choose to attend the Annual Meeting and/or vote over the Internet. Each share of
our Class A common stock entitles its holders to one vote per share and each share of our Class B common stock entitles its
holders to ten votes per share on all matters presented to our stockholders at the Annual Meeting. Holders of Class A
common stock and holders of Class B common stock vote together as a single class on any matter (including the election of
directors) that is submitted to a vote of our stockholders, unless otherwise required by law or our amended and restated
certificate of incorporation. At the close of business on the Record Date, there were 104,711,186 shares of Class A common
stock and 233,964,187 shares of Class B common stock issued and outstanding and entitled to vote at the Annual Meeting,
representing approximately 4.3% and 95.7% of the voting power of our Common Stock, respectively.
WHAT IS THE DIFFERENCE BETWEEN BEING A “RECORD HOLDER” AND HOLDING SHARES IN “STREET NAME”? |
A record holder holds shares in his or her name. Shares held in “street name” means shares that are held in the name of a
bank, broker or nominee on a person’s behalf.
AM I ENTITLED TO VOTE IF MY SHARES ARE HELD IN “STREET NAME”? |
Yes. If your shares are held by a bank, brokerage firm or other nominee, you are considered the “beneficial owner” of those
shares held in street name. If your shares are held in street name, our proxy materials are being provided to you by your
bank, brokerage firm or other nominee, along with a voting instruction card if you received printed copies of our proxy
materials. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee how to vote your
shares, and such nominee is required to vote your shares in accordance with your instructions. If you haven’t received a 16-
digit control number, you should contact your bank, broker or other nominee to obtain your control number or otherwise vote
through such nominee.
HOW MANY SHARES MUST BE PRESENT TO HOLD THE ANNUAL MEETING? |
A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting,
electronically or by proxy, of the holders of a majority in voting power of Common Stock issued and outstanding and entitled
to vote on the Record Date will constitute a quorum.
WHO CAN ATTEND AND VOTE AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS? |
You may attend and vote at the Annual Meeting only if you are a GoodRx stockholder who is entitled to vote at the Annual
Meeting, or if you hold a valid proxy for the Annual Meeting. The Annual Meeting will be held entirely online to allow greater
participation. You will be able to attend the Annual Meeting and submit your questions by visiting the following website:
www.virtualshareholdermeeting.com/GDRX2026. You will also be able to vote your shares electronically at the Annual
Meeting.
To participate in the Annual Meeting, you will need the 16-digit control number included in your Internet Notice, on your proxy
card or on the instructions that accompanied your proxy materials. The meeting webcast will begin promptly at 12:00 p.m.,
Pacific Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 11:45 a.m.,
Pacific Time, and you should allow ample time for check-in procedures. If you hold your shares through a bank, broker or
other nominee, instructions should also be provided on the voting instruction card provided by such nominee. If you lose
your 16-digit control number, you may join the Annual Meeting as a “Guest,” but you will not be able to vote, ask questions,
or access the list of stockholders as of the Record Date.
WHY A VIRTUAL MEETING? |
Virtual meetings have allowed us to provide expanded access, improved communication, and cost savings for our
stockholders and the Company. Hosting a virtual meeting enables increased stockholder attendance and participation since
stockholders can participate from any location around the world.
WHAT IF DURING THE CHECK-IN TIME OR DURING THE ANNUAL MEETING I HAVE TECHNICAL DIFFICULTIES OR TROUBLE ACCESSING THE VIRTUAL MEETING WEBSITE? |
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting
website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please
call the technical support number that will be available on the Annual Meeting website.
4
WHAT IF A QUORUM IS NOT PRESENT AT THE ANNUAL MEETING? |
If a quorum is not present at the scheduled time of the Annual Meeting, the person presiding over the Annual Meeting may
adjourn the Annual Meeting until a quorum is present or represented.
WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE INTERNET NOTICE OR MORE THAN ONE SET OF PROXY MATERIALS? |
It means that your shares are held in more than one account at the transfer agent and/or with banks, brokers or other
nominees. Please vote all of your shares. To ensure that all of your shares are voted, for each Internet Notice or set of proxy
materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by
signing, dating and returning the enclosed proxy card in the enclosed envelope.
HOW DO I VOTE? |
We recommend that stockholders vote by proxy even if they plan to participate in the Annual Meeting and vote electronically
during the Annual Meeting. If you are a stockholder of record, there are three ways to vote by proxy:
•by Internet—You can vote over the Internet at www.proxyvote.com by following the instructions on the Internet
Notice or proxy card;
•by Telephone—You can vote by telephone by calling 1-800-690-6903 and following the instructions on the
proxy card; or
•by Mail—You can vote by mail by signing, dating and mailing the proxy card, which you may have received by
mail.
Internet and telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m.,
Eastern Time, on June 15, 2026.
Stockholders may vote at the Annual Meeting by visiting www.virtualshareholdermeeting.com/GDRX2026 and entering the
16-digit control number included on your Internet Notice, proxy card or the instructions that accompanied your proxy
materials. The Annual Meeting webcast will begin promptly at 12:00 p.m., Pacific Time, on Tuesday, June 16, 2026.
If your shares are held in street name through a bank, broker or other nominee, you will receive instructions on how to vote
from such nominee. You must follow their instructions in order for your shares to be voted. Internet and telephone voting also
may be offered to stockholders owning shares through certain banks, brokers or other nominees. If your shares are not
registered in your own name and you would like to vote your shares at the Annual Meeting, you may visit www.virtualshare
holdermeeting.com/GDRX2026 and enter the 16-digit control number included in the voting instruction card provided to you
by your bank, brokerage firm or other nominee. If you hold your shares in street name and you do not receive a 16-digit
control number, you may need to log in to your bank, brokerage firm or other nominee’s website and select the shareholder
communications mailbox to access the meeting and vote. Instructions should also be provided on the voting instruction card
provided by your bank, brokerage firm or other nominee.
CAN I CHANGE MY VOTE AFTER I SUBMIT MY PROXY? |
Yes.
If you are a registered stockholder, you may revoke your proxy and change your vote:
•by submitting a duly executed proxy bearing a later date;
•by granting a subsequent proxy through the Internet or telephone;
•by giving written notice of revocation to the Secretary of GoodRx prior to the Annual Meeting; or
•by voting electronically at the Annual Meeting.
Your most recent proxy card or Internet or telephone proxy is the one that is counted. Your virtual attendance at the Annual
Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Secretary before your proxy is
voted or you vote electronically during the Annual Meeting.
If your shares are held in street name, you may change or revoke your voting instructions by following the specific directions
provided to you by your bank, broker or other nominee, or you may vote electronically during the Annual Meeting.
WHO WILL COUNT THE VOTES? |
A representative of Broadridge Financial Solutions, Inc., our inspector of election, will tabulate and certify the votes.
5
WHAT IF I DO NOT SPECIFY HOW MY SHARES ARE TO BE VOTED? |
If you are a stockholder of record and you properly submit a proxy but do not indicate any voting instructions, the proxy
holders named on the Company’s proxy card will vote in accordance with the recommendations of the Board. The Board’s
recommendations are indicated on page 2 of this proxy statement, as well as with the description of each proposal in this
proxy statement. If you are a beneficial owner of shares held in street name and do not provide the organization that holds
your shares with any voting instructions, then such organization that holds your shares may generally vote your shares in
their discretion on “routine” matters, but cannot vote your shares on “non-routine” matters. Proposal 2 (ratification of the
appointment of KPMG LLP as our independent registered public accounting firm) is considered a “routine” matter. All other
proposals to be voted on at the Annual Meeting are considered “non-routine.” Accordingly, if you hold your shares in street
name and you do not submit voting instructions to your broker, your broker may exercise its discretion to vote on Proposal 2
at the Annual Meeting, but will not be permitted to vote your shares on any of the other proposals at the Annual Meeting.
See below under “What are broker non-votes and do they count for determining a quorum?” for additional information.
WILL ANY OTHER BUSINESS BE CONDUCTED AT THE ANNUAL MEETING? |
We know of no other business that will be presented at the Annual Meeting. However, if any other matter properly comes
before the stockholders for a vote at the Annual Meeting and you have properly submitted a proxy, the proxy holders named
on the Company’s proxy card will vote your shares in accordance with their best judgment.
HOW MANY VOTES ARE REQUIRED FOR THE APPROVAL OF THE PROPOSALS TO BE VOTED UPON AND HOW WILL ABSTENTIONS AND BROKER NON-VOTES BE TREATED? |
Proposal | Votes required | Effect of Votes Withheld / Abstentions and Broker Non-Votes |
Proposal 1: Election of Directors | The plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class III Directors. | Votes withheld and broker non-votes will have no effect. |
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm | The majority of the votes cast. | Abstentions and broker non-votes will have no effect. We do not expect any broker non- votes on this proposal. |
Proposal 3: Approval, on an advisory (non- binding) basis, of the compensation of our named executive officers | The majority of the votes cast. | Abstentions and broker non-votes will have no effect. |
WHAT IS AN ABSTENTION AND A VOTE WITHHELD AND WILL THEY BE COUNT FOR DETERMINING A QUORUM? |
A “vote withheld,” in the case of the proposal regarding the election of directors, or an “abstention,” in the case of the two
other proposals to be voted on at the Annual Meeting, represents a stockholder’s affirmative choice to decline to vote on a
proposal. Votes withheld and abstentions are counted as present and entitled to vote for purposes of determining a quorum.
WHAT ARE BROKER NON-VOTES AND DO THEY COUNT FOR DETERMINING A QUORUM? |
Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with
respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2)
lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on
routine matters, such as the ratification of the appointment of KPMG LLP as our independent registered public accounting
firm, without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the
beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters,
such as the election of directors and the approval, on an advisory (non-binding) basis, of the compensation of our named
executive officers. Broker non-votes count for purposes of determining whether a quorum is present.
WHERE CAN I FIND THE VOTING RESULTS OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS? |
We plan to announce preliminary voting results at the Annual Meeting and we will report the final results in a Current Report
on Form 8-K, which we intend to file with the SEC shortly after the Annual Meeting.
6
WILL THERE BE A QUESTION AND ANSWER SESSION DURING THE ANNUAL MEETING? |
In connection with the Annual Meeting, we will hold a live Q&A session, during which we intend to answer appropriate
questions submitted by stockholders during the meeting that are pertinent to the Company and the meeting matters, for up
to 15 minutes after the completion of the Annual Meeting. Only stockholders that have accessed the Annual Meeting as a
stockholder (rather than a “Guest”) by following the procedures outlined above in “Who can attend and vote at the 2026
Annual Meeting of Stockholders?” will be permitted to submit questions during the Annual Meeting. Each stockholder is
limited to no more than two questions. Questions should be succinct and only cover a single topic. We will not address
questions that are, among other things:
•irrelevant to the business of the Company or to the business of the Annual Meeting;
•related to material non-public information of the Company, including the status or results of our business since
our last periodic report filed with the SEC;
•related to any pending, threatened or ongoing litigation;
•related to personal grievances;
•derogatory references to individuals or that are otherwise in bad taste;
•substantially repetitious of questions already made by another stockholder;
•in excess of the two-question limit;
•in furtherance of the stockholder’s personal or business interests; or
•out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chair of the
Annual Meeting or Corporate Secretary in their reasonable judgment.
Additional information regarding the Q&A session will be available in the “Rules of Conduct” available on the Annual Meeting
webpage for stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”) by following the
procedures outlined above in “Who can attend and vote at the 2026 Annual Meeting of Stockholders?”
7
PROPOSALS TO BE VOTED ON
PROPOSAL 1: Election of Directors |
At the Annual Meeting, three (3) Class III Directors are to be elected to hold office until the Annual Meeting of Stockholders
to be held in 2029 and until such director’s successor is elected and qualified or until such director’s earlier death,
resignation or removal.
Our Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders,
the successor to each director whose term then expires will be elected to serve from the time of election and qualification
until the third annual meeting of stockholders following election or such director’s death, resignation or removal, whichever is
earliest to occur. The current class structure is as follows: Class I, whose term will expire at the 2027 Annual Meeting of
Stockholders; Class II, whose term will expire at the 2028 Annual Meeting of Stockholders; and Class III, whose term will
expire at the current Annual Meeting and whose subsequent term will expire at the 2029 Annual Meeting of Stockholders.
The current Class I Directors are Douglas Hirsch, Kelly J. Kennedy and Agnes Rey-Giraud; the current Class II Directors are
Christopher Adams, Trevor Bezdek, and Scott Wagner; and the current Class III Directors are Wendy Barnes, Ronald E.
Bruehlman, and Gregory Mondre.
In connection with the initial public offering (“IPO”) of our Class A common stock in September 2020, we entered into a
Stockholders Agreement (the “Stockholders Agreement”) between the Company and certain stockholders of the Company,
including the Silver Lake Stockholders (as defined below), the Francisco Partners Stockholders (as defined below), the
Spectrum Stockholders (as defined below), and the Idea Men Stockholders (as defined below). Pursuant to the Stockholders
Agreement, Gregory Mondre has been designated by the Silver Lake Stockholders as a Class III director. As a result of the
Stockholders Agreement and the aggregate voting power of the parties to the agreement, we expect that the Sponsor
Stockholders (as defined below), acting in conjunction, will control the election of our directors. For more information, see
“Corporate Governance—Stockholders Agreement.”
If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of
Common Stock represented by the proxy for the election as Class III Directors the persons whose names and biographies
appear below. All of the persons whose names and biographies appear below are currently serving as our directors. In the
event any of the nominees should become unable to serve or for good cause will not serve as a director, it is intended that
votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size, subject to the
terms of the Stockholders Agreement. The Board has no reason to believe that the nominees named below will be unable to
serve if elected. Each of the nominees has consented to being named in this proxy statement and to serve if elected.
Proxies cannot be voted for a greater number of persons than the number of nominees named in this proposal.
RECOMMENDATION OF THE BOARD OF DIRECTORS |
☑ | The Board of Directors unanimously recommends a vote FOR the election of the below Class III Director nominees. |
8
NOMINEES FOR CLASS III DIRECTORS: CLASS III DIRECTORS (CURRENT TERMS TO EXPIRE AT THE ANNUAL MEETING) |
The current members of the Board who are Class III Directors are as follows:
Name | Age | Served as a Director Since | Positions with GoodRx | |||
Wendy Barnes | 54 | 2025 | Chief Executive Officer, President & Director | |||
Ronald E. Bruehlman | 65 | 2024 | Director | |||
Gregory Mondre | 51 | 2018 | Director |
The principal occupations and business experience, for at least the past five years, of each Class III Director are as follows:
WENDY BARNES | Age 54 |
Wendy Barnes has served as a member of our Board since January 2025 and currently serves as our President and Chief
Executive Officer. Previously, Ms. Barnes served as Chief Executive Officer of RxBenefits, Inc., a pharmacy benefits
optimizer, from May 2022 to December 2024. 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 the President of
Express Scripts Pharmacy 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.
RONALD E. BRUEHLMAN | Age 65 |
Ronald E. Bruehlman has served as a member of our Board since November 2024. Mr. Bruehlman is a Senior Advisor to the
CEO at IQVIA, a leading global provider of clinical research services, commercial insights, and healthcare intelligence to the
life sciences and health care industries. , He has been at IQVIA since 2016 and served as the Chief Financial Officer from
August 2020 to February 2026. Prior to IQVIA, Mr. Bruehlman served as Chief Financial Officer of IMS Health from July
2011 to September 2016 and had a 23-year career at United Technologies Corporation, where he held multiple senior
finance leadership roles of increasing responsibility. Mr. Bruehlman previously served on the board of directors of Atotech
Ltd., Q-Squared Solutions, and Clipper Windpower. Mr. Bruehlman holds a B.S. in Economics from the University of
Delaware, as well as an MBA in Finance from the University of Chicago, Booth School of Business. We believe Mr.
Bruehlman is qualified to serve as a member of our Board because of his extensive expertise leading financial strategies for
public and private healthcare and technology companies.
GREGORY MONDRE | Age 51 |
Gregory Mondre has served as a member of our Board since October 2018. Mr. Mondre is Co-Chief Executive Officer and
Managing Partner at Silver Lake, a global technology investment firm. He joined Silver Lake in 1999 and most recently
served as a Managing Partner and Managing Director of the firm from January 2013 to December 2019. Mr. Mondre
currently serves on the board of directors of Motorola Solutions, Inc., a position he has held since August 2015 and where
he also serves on its governance and nominating and compensation and leadership committees. He previously served as a
director of Expedia Group, Inc. from May 2020 to October 2021 and of GoDaddy from May 2014 to February 2020. Mr.
Mondre holds a B.S. degree in Economics from the Wharton School of the University of Pennsylvania. We believe Mr.
Mondre is qualified to serve on our Board because of his significant experience in private equity investing and expertise in
technology and technology-enabled industries.
We believe that all of our current Board members and nominees for Class III Directors possess the professional and
personal qualifications necessary for Board service and have highlighted particularly noteworthy attributes for each Board
member and nominee in the individual biographies above.
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING) |
The current members of the Board who are Class I Directors are as follows:
Name | Age | Served as a Director Since | Positions with GoodRx | |||
Douglas Hirsch | 55 | 2011 | Director | |||
Kelly J. Kennedy | 57 | 2023 | Director | |||
Agnes Rey-Giraud | 61 | 2016 | Director |
The principal occupations and business experience, for at least the past five years, of each Class I Director are as follows:
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DOUGLAS HIRSCH | Age 55 |
Douglas Hirsch is one of our co-founders and has served as a member of our Board since our founding in September 2011.
Previously, Mr. Hirsch was a Co-Chief Executive Officer of the Company from September 2011 to April 2023 and served as
our Chief Mission Officer from April 2023 to October 2024. Prior to our founding, Mr. Hirsch served as Chief Executive
Officer at DailyStrength, Inc., a provider of healthcare-focused online support groups, from March 2005 to November 2008,
and previously held senior roles at Facebook, Inc. and Yahoo! Inc. Mr. Hirsch holds a B.A. in Political Science from Tufts
University. We believe Mr. Hirsch is qualified to serve on our Board because of the historical knowledge, operational
expertise, leadership, and continuity that he brings to our Board as our co-founder.
KELLY J. KENNEDY | Age 57 |
Kelly J. Kennedy has served as a member of our Board since December 2023. Since November 2023, Ms. Kennedy has
served as the Chief Financial Officer of ExploraMed NC7, Inc. d/b/a Willow Innovations, a women’s health technology
company that develops and markets breastfeeding and wearable pumping products. She previously served as Executive
Vice President, Chief Financial Officer of The Honest Company, Inc., a personal care company (the “Honest Company”),
from January 2021 to September 2023. Prior to joining the Honest Company, Ms. Kennedy served as Chief Financial Officer
of The Bartell Drug Company, a family-owned pharmacy chain, from September 2018 until its sale to Rite Aid in December
2020. Ms. Kennedy has served as Chief Financial Officer for various private and public companies in the consumer space
including Sur La Table, Inc., See’s Candies and Annie’s Inc. Ms. Kennedy has also served in various senior financial roles at
Williams-Sonoma, Inc. and Dreyer’s Grand Ice Cream Holdings, Inc. Currently, Ms. Kennedy serves on the board of
directors of Vital Farms, Inc., since December 2019, where she is the chair of its audit committee and a member of its
compensation committee. Ms. Kennedy also serves on the board of directors of Sattelogic, Inc., since September 2024,
where she is the chair of its audit committee and a member of its finance committee. Ms. Kennedy also currently serves on
the board of directors of several private companies, including FirstFruits Farms LLC, since December 2019, and Skinny
Mixes LLC, since July 2023. Previously, Ms. Kennedy served on the board of directors of Sur La Table, Inc., from September
2018 to November 2020 and RAD Power Bikes from July 2021 to December 2025. Ms. Kennedy received her M.B.A. from
Harvard Business School and her B.A. in Economics from Middlebury College. We believe that Ms. Kennedy is qualified to
serve on our Board because of her expertise in overseeing risk assessment management and financial reporting and her
extensive experience with leading retail and consumer brands.
AGNES REY-GIRAUD | Age 61 |
Agnes Rey-Giraud has served as a member of our Board since June 2016. Ms. Rey-Giraud is the Founder of Acera Surgical
Inc., a bioscience company, where she served as the Chairman from January 2013 to December 2025 and as the Chief
Executive Officer from its founding in January 2013 until May 2022. Ms. Rey-Giraud previously served in multiple executive
roles of increasing responsibility, including Executive Vice President and the President of International Operations, at
Express Scripts Holding Company, a pharmacy benefit management organization. Ms. Rey-Giraud has served on the board
of directors of UpHealth, Inc. from June 2021 to April 2025, where she served as a member of its audit committee and
nominating and corporate governance committee. Ms. Rey-Giraud also serves on the board of directors for several private
companies. Ms. Rey-Giraud holds a B.S. and M.S. in Mechanical Engineering from Ecole Nationale d’Ingenieurs de Saint
Etienne (ENISE), France, an MMa in Operations Management from Ecole de Management de Lyon (EM Lyon), France and
an M.B.A. from the University of Chicago. We believe Ms. Rey-Giraud is qualified to serve on our Board because of her
experience and expertise in the PBM industry gained as an executive of a large publicly traded company in that industry and
her experience serving on the board of directors of several companies.
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CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2028 ANNUAL MEETING) |
The nominees for election to the Board as Class II Directors are as follows:
Name | Age | Served as a Director Since | Positions with GoodRx | |||
Christopher Adams | 46 | 2015 | Director | |||
Trevor Bezdek | 48 | 2011 | Co-Chairman & Director | |||
Scott Wagner | 55 | 2025 | Co-Chairman & Director |
The principal occupations and business experience, for at least the past five years, of each of the Class II Director nominees
are as follows:
CHRISTOPHER ADAMS | Age 46 |
Christopher Adams has served as a member of our Board since October 2015. Mr. Adams is a Partner at Francisco Partners
Management, L.P. (“Francisco Partners”), a global investment firm that specializes in partnering with technology and
technology-enabled businesses, where he has served since August 2008. Prior to this, Mr. Adams was an associate at
American Securities Capital Partners, a private equity firm, and a management consultant at Bain & Company, Inc. Mr.
Adams also serves on the board of directors of several private companies. Mr. Adams holds a B.S. in Computer Engineering
from the Georgia Institute of Technology and an M.B.A. from the Stanford Graduate School of Business. We believe that Mr.
Adams is qualified to serve as a member of our Board because of his extensive experience in analyzing, investing in, and
serving on the board of directors of several healthcare and technology companies from working in the private equity industry.
TREVOR BEZDEK | Age 48 |
Trevor Bezdek is one of our co-founders and has served as a member of our Board since our founding in September 2011.
Mr. Bezdek served as our Chairman of the Board from April 2023 to January 2025 and has served as our Co-Chairman of
the Board since January 2025. Previously, Mr. Bezdek was a Co-Chief Executive Officer and the Secretary of the Company
from January 2015 to April 2023. Prior to that, Mr. Bezdek served as Managing Partner at Tryarc, LLC, an information
technology consulting firm, from 2001 to 2007, and co-founded Biowire, a bioinformatics software provider and community
for biologists and scientists. Mr. Bezdek holds a B.S. in Biological Sciences from Stanford University. We believe Mr. Bezdek
is qualified to serve as a member of our Board because of his extensive experience in the healthcare, prescription
medication and technology industries, in addition to the continuity he brings as one of our co-founders.
SCOTT WAGNER | Age 55 |
Scott Wagner has served as Co-Chairman of the Board since January 2025. Mr. Wagner previously served as our Interim
Chief Executive Officer from April 2023 to January 2025. Prior to that, he held various executive roles at GoDaddy Inc.
(“GoDaddy”), an internet domain and webhosting company, from 2012 to 2019 including Chief Executive Officer and
President/Chief Financial Officer/Chief Operating Officer. Mr. Wagner joined GoDaddy from global private equity and
investment firm KKR & Co. Inc. where he was a Partner and worked from 2000 to 2012 as one of the leads of KKR’s
Capstone team. Mr. Wagner has served on the board of directors of public companies DoubleVerify Holdings, Inc. since
October 2021 and Bill Holdings, Inc. from September 2021 to February 2025. Mr. Wagner holds a B.A. degree in Economics
from Yale University and an M.B.A. degree from Harvard Business School. We believe Mr. Wagner is qualified to serve as a
member of our Board because of his deep understanding of the GoodRx business and extensive leadership experience, in
addition to the continuity he brings as our former Interim Chief Executive Officer.
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PROPOSAL 2: Ratification of Appointment of Independent Registered Public Accounting Firm |
Our Audit & Risk Committee has appointed KPMG LLP as our independent registered public accounting firm for the fiscal
year ending December 31, 2026. KPMG LLP was appointed as the Company’s independent registered public accounting
firm on March 14, 2026, by the Audit & Risk Committee in accordance with its charter. KPMG LLP has replaced the
Company’s former auditor, PricewaterhouseCoopers LLP (“PwC”), who audited the Company’s results for the fiscal year
ended December 31, 2025. Although not required by the Company’s by laws or otherwise, we are asking the stockholders to
ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending
December 31, 2026 as a matter of sound corporate governance. In the event that the appointment of KPMG LLP is not
ratified by the stockholders, the Audit and Risk Committee will consider this fact when it appoints the independent auditors
for the fiscal year ending December 31, 2026. Even if the appointment of KPMG LLP is ratified, the Audit and Risk
Committee retains the discretion to appoint a different independent auditor at any time if it determines that such a change is
in the interests of GoodRx. A representative of KPMG LLP is expected to attend the Annual Meeting, and will have an
opportunity to make a statement if he or she desires to do so, and be available to respond to appropriate questions from
stockholders.
Change in Independent Registered Public Accounting Firm
As previously disclosed by the Company in a Current Report on Form 8-K filed on March 18, 2026 (the “Form 8-K”), on, and
effective as of, March 14, 2026, the Audit & Risk Committee approved the appointment of KPMG LLP as the Company's
independent registered public accounting firm for the fiscal year ending December 31, 2026, and notified PwC of its
dismissal as the Company’s independent registered public accounting firm.
The audit reports of PwC on the consolidated financial statements of the Company as of and for the years ended December
31, 2025 and 2024 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles. During the fiscal years ended December 31, 2025 and 2024, and the
subsequent interim period through March 14, 2026, there were (i) no disagreements within the meaning of Item 304(a)(1)(iv)
of Regulation S-K and the related instructions thereto with PwC on any matter of accounting principles or practices,
consolidated financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of PwC, would have caused it to make reference to the subject matter of the disagreements in connection with
its reports on the consolidated financial statements of the Company for such years, and (ii) no reportable events within the
meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.
The Company provided PwC with a copy of the disclosures contained in the Form 8-K and requested that PwC furnish a
letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the statements contain
therein and, if not, stating the respects in which it does not agree. A copy of PwC's letter, dated March 18, 2026, was filed as
Exhibit 16.1 to the Form 8-K.
During the fiscal years ended December 31, 2025 and 2024, and during the subsequent interim period through March 14,
2026, neither the Company nor anyone on its behalf consulted with KPMG LLP regarding: (i) the application of accounting
principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the
Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that
KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing,
or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of
Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
RECOMMENDATION OF THE BOARD OF DIRECTORS |
☑ | The Board of Directors unanimously recommends a vote FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm. |
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REPORT OF THE AUDIT AND RISK COMMITTEE OF THE BOARD OF DIRECTORS |
The Audit and Risk Committee has reviewed the Company's audited financial statements for the fiscal year ended
December 31, 2025 and has discussed these financial statements with management and the Company’s independent
registered public accounting firm. The Audit and Risk Committee has also received from, and discussed with, the Company’s
independent registered public accounting firm the matters that they are required to provide to the Audit and Risk Committee,
including the matters required to be discussed by the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.
The Company’s independent registered public accounting firm also provided the Audit and Risk Committee with a formal
written statement required by the applicable requirements of the PCAOB describing all relationships between the
independent registered public accounting firm and the Company, including the disclosures required by the applicable
requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit
and Risk Committee concerning independence. In addition, the Audit and Risk Committee discussed with the independent
registered public accounting firm its independence from the Company.
Based on its discussions with management and the independent registered public accounting firm, and its review of the
representations and information provided by management and the independent registered public accounting firm, the Audit
and Risk Committee recommended to the Board that the audited financial statements be included in the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2025.
Ronald E. Bruehlman (Chair)
Agnes Rey-Giraud
Kelly J. Kennedy
This Audit and Risk Committee report does not constitute soliciting material and shall not be deemed filed, incorporated by
reference into or a part of any filing made by the Company under the Securities Act of 1933, as amended (the “Securities
Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), notwithstanding any general statement
contained in any such filing incorporating this proxy statement by reference, except to the extent we incorporate such report
by specific reference.
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS |
Set forth below are the fees of our former independent registered public accounting firm, PwC, billed to us for the fiscal
years ended December 31, 2025 and 2024 (in thousands):
Fee Category | Fiscal 2025 | Fiscal 2024 | ||
Audit Fees | $2,517 | $2,983 | ||
Audit-Related Fees | $— | $— | ||
Tax Fees | $— | $— | ||
All Other Fees | $2 | $2 | ||
Total Fees | $2,519 | $2,985 |
AUDIT FEES |
Audit fees consist of fees for the audit of our consolidated financial statements and the audit of the effectiveness of internal
control over financial reporting, the review of the unaudited interim financial statements included in our quarterly reports on
Form 10-Q and other professional services provided in connection with regulatory filings or engagements.
AUDIT-RELATED FEES |
Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the
audit and the review of our financial statements and which are not reported under “Audit Fees.” There were no audit-related
fees during the years ended December 31, 2025 or 2024.
TAX FEES |
Tax fees are comprised of fees for a variety of permissible services relating to tax compliance, tax studies, and tax advice.
There were no tax fees during the years ended December 31, 2025 or 2024.
ALL OTHER FEES |
All Other Fees relate to license fees for disclosure checklist software.
AUDIT AND RISK COMMITTEE PRE-APPROVAL POLICY AND PROCEDURES |
The Audit and Risk Committee has adopted a policy (the “Pre-Approval Policy”) that sets forth the procedures and conditions
pursuant to which audit and non-audit services proposed to be performed by the independent auditor may be pre-approved.
The Pre-Approval Policy generally provides that we will not engage an independent auditor to render any audit, audit-
related, tax or permissible non-audit service unless the service is either (i) explicitly approved by the Audit and Risk
Committee (“specific pre-approval”) or (ii) entered into pursuant to the pre-approval policies and procedures described in the
Pre-Approval Policy (“general pre-approval”). Unless a type of service to be provided by the independent auditor has
received general pre-approval by the Audit and Risk Committee, it requires specific pre-approval by the Audit and Risk
Committee. Any proposed services exceeding 10% of pre-approved fee levels or budgeted amounts also require specific
pre-approval.
For both types of pre-approval, the Audit and Risk Committee considers whether such services are consistent with the
SEC’s rules on auditor independence. The Audit and Risk Committee will also consider whether the independent auditor is
best positioned to provide the most effective and efficient service, for reasons such as its familiarity with the Company’s
business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance the
Company’s ability to manage or control risk or improve audit quality. All such factors will be considered as a whole, and no
one factor should necessarily be determinative.
In connection with the Pre-Approval Policy, the Audit and Risk Committee will periodically review and pre-approve any
services (and related fee levels or budgeted amounts) that may be provided by the independent auditor without first
obtaining specific preapproval from the Audit and Risk Committee or the Chair of the Audit and Risk Committee. The Audit
and Risk Committee may revise the list of general pre-approved services from time to time, based on subsequent
determinations. All services to the Company provided by PwC in 2025 and 2024 were approved in accordance with the Pre-
Approval Policy.
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PROPOSAL 3: Approval, on an Advisory (Non-Binding) Basis, of the Compensation of our Named Executive Officers |
In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21 under the
Exchange Act and as required pursuant to Section 14A of the Exchange Act, the Company requests that our stockholders
cast a non-binding, advisory vote to approve the compensation of our named executive officers as described in the section
titled “Executive Compensation” in this proxy statement, including the “Compensation Discussion and Analysis” section, the
compensation tables and the accompanying narrative disclosure contained therein.
As described in detail under the heading “Executive Compensation—Compensation Discussion and Analysis,” our executive
compensation programs are designed to attract, motivate, and retain our named executive officers, who are critical to our
success. Please read the aforementioned section beginning on page 24 of this proxy statement for additional details about
our executive compensation programs. We are asking our stockholders to indicate their support for our named executive
officer compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal,
provides our stockholders the opportunity to express their views on the compensation of our named executive officers. This
vote is not intended to address any specific item of compensation, but rather the overall compensation of our named
executive officers and our compensation philosophy, policies and practices for named executive officers described in this
proxy statement. Accordingly, we will ask our stockholders to vote “FOR” the following advisory resolution at the Annual
Meeting:
"RESOLVED, that the Company’s stockholders approve, on an advisory (non-binding) basis, the compensation of the
named executive officers, as disclosed in the Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders
pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation
Discussion and Analysis, the compensation tables and narrative discussion."
The say-on-pay vote is advisory, and therefore not binding on the Company, the Board or the Compensation Committee.
However, the Board and the Compensation Committee value the opinions of our stockholders and intend to consider our
stockholders’ views regarding our executive compensation programs.
FREQUENCY OF SAY-ON-PAY VOTE
At our 2022 Annual Meeting of Stockholders, held on June 14, 2022, our stockholders recommended an annual say-on-pay
vote, and our Board of Directors subsequently adopted that recommendation. Accordingly, our next advisory say-on-pay
vote (following the non-binding advisory vote at this Annual Meeting) is expected to occur at our 2027 Annual Meeting of
Stockholders.
RECOMMENDATION OF THE BOARD OF DIRECTORS |
☑ | The Board of Directors unanimously recommends a vote FOR the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers. |
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EXECUTIVE OFFICERS |
The following table identifies our current executive officers:
Name | Age | Position | ||
Wendy Barnes (1) | 54 | Chief Executive Officer, President & Director | ||
Christopher McGinnis (2) | 55 | Chief Financial Officer & Treasurer | ||
Thomas Chan (3) | 40 | Chief Accounting Officer |
_________________________________
(2)Chris McGinnis has served as our Chief Financial Officer & Treasurer since February 2025 and has over 30 years of extensive financial leadership across
the healthcare industry. Prior to GoodRx, Mr. McGinnis served as Chief Executive Officer at CitizensRx, a pharmacy benefits manager, from 2021 to 2024.
Prior to that, he served as Chief Financial Officer and Executive Vice President of Operations at Lumeris / Essence Healthcare, a Medicare Advantage
plan and value-based healthcare operator, from 2017 to 2021. He held various executive roles including Chief Accounting Officer at Express Scripts from
2008 to 2017. Mr. McGinnis currently serves on the board of directors of HenryMeds. Mr. McGinnis holds a B.S. degree in Accountancy from Missouri
State University and a J.D. from St. Louis University.
(3)Thomas Chan has served as our Chief Accounting Officer since April 2026. Mr. Chan has served in various controllership and financial reporting roles,
including as our Vice President, Corporate Controller from February 2024 to April 2026; Vice President, Accounting & Reporting from May 2023 to
February 2024; Vice President, Financial Reporting & Quality from July 2022 to May 2023; and other accounting roles of increasing responsibility from
October 2020 to July 2022. Prior to joining the Company, Mr. Chan served in various audit and assurance roles at Deloitte & Touche, LLP since July 2011,
most recently as an Audit & Assurance Senior Manager. Mr. Chan holds a B.A. in Business Administration, with an emphasis in accounting, from California
State University, Fullerton, and is a Certified Public Accountant in the State of California.
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CORPORATE GOVERNANCE |
GENERAL |
Our Board has adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics and written charters for
our Nominating and Corporate Governance Committee, Audit and Risk Committee, Compensation Committee to assist the
Board in the exercise of its responsibilities and to serve as a framework for the effective governance of GoodRx. You can
access our current committee charters, our Corporate Governance Guidelines and our Code of Business Conduct and Ethics
in the “Governance” section of the “Investors” page of our website located at www.goodrx.com, or by writing to our offices at
2701 Olympic Boulevard, West Building - Suite 200, Santa Monica, California 90404.
BOARD COMPOSITION |
Our current directors are: Christopher Adams, Wendy Barnes, Trevor Bezdek, Ronald E. Bruehlman, Douglas Hirsch, Kelly
J. Kennedy, Gregory Mondre, Agnes Rey-Giraud and Scott Wagner. The following changes to our Board's composition
occurred since the beginning of 2025:
•Wendy Barnes was appointed, effective January 1, 2025;
•Simon Patterson resigned, effective January 21, 2025;
•Scott Wagner was appointed, effective January 21, 2025;
•Dipanjan Deb resigned, effective February 26, 2026; and
•Ian T. Clark resigned, effective March 31, 2026.
Our Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders,
the successor to each director whose term then expires will be elected to serve from the time of election and qualification
until the third annual meeting of stockholders following such election and until such successor’s subsequent successor is
duly elected and qualified or until such successor’s death, resignation, disqualification or removal, whichever is earliest to
occur. Any additional directorships resulting from an increase in the number of directors will be distributed among the three
classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board into
three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of
the Company.
STOCKHOLDERS AGREEMENT |
In connection with our IPO, we entered into the Stockholders Agreement with SLP Geology Aggregator, L.P. (with certain
affiliate stockholders, the “Silver Lake Stockholders”), Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P.
(collectively with certain affiliate stockholders, the “Francisco Partners Stockholders”), and Idea Men, LLC (the “Idea Men
Stockholders,” and, together with the Silver Lake Stockholders and the Francisco Partners Stockholders, the “Sponsor
Stockholders”). Spectrum Equity VII, L.P., Spectrum VII Investment Managers’ Fund, L.P. and Spectrum VII Co-Investment
Fund, L.P. (collectively with certain affiliate stockholders, the “Spectrum Stockholders”) were previously parties to the
Stockholders Agreement but ceased to be parties as of December 31, 2025, following the disposition of all shares held by
them. Pursuant to the Stockholders Agreement, we granted each Sponsor Stockholder certain board designation rights
subject to such Sponsor Stockholder’s ownership of specified percentages of our Common Stock outstanding immediately
following the closing of our IPO and related private placement on September 25, 2020 (the “Closing Date”).
The Stockholders Agreement requires us to, among other things, nominate a number of individuals for election as our
directors at any applicable meeting of our stockholders as may be designated by each of the Silver Lake Stockholders (each
such designated individual, a “Silver Lake Designee”), the Francisco Partners Stockholders (each such designated
individual, a “Francisco Partners Designee”) and the Idea Men Stockholders (each such designated individual, an “Idea Men
Designee,” and, together with the Silver Lake Designees and Francisco Partners Designees, the “Stockholder Designees”),
such that, upon the election of such individuals and each other individual nominated by or at the direction of our Board or a
duly-authorized committee of the Board, the number of: (A) Silver Lake Designees serving as directors will be equal to (i)
three (3) directors, if Silver Lake Stockholders continue to beneficially own at least 20% of the aggregate number of shares
of Common Stock outstanding immediately following the Closing Date, (ii) two (2) directors, if Silver Lake Stockholders
continue to beneficially own less than 20% but at least 10% of the aggregate number of shares of Common Stock
outstanding immediately following the Closing Date or (iii) one (1) director, if Silver Lake Stockholders continue to
beneficially own less than 10% but at least 5% of the aggregate number of shares of Common Stock outstanding
immediately following the Closing Date; (B) Francisco Partners Designees serving as directors will be equal to (i) two (2)
directors, if Francisco Partners Stockholders continue to beneficially own at least 10% of the aggregate number of shares of
Common Stock outstanding immediately following the Closing Date, or (ii) one (1) director, if Francisco Partners
Stockholders continue to beneficially own less than 10% but at least 5% of the aggregate number of shares of Common
Stock outstanding immediately following the Closing Date; and (C) Idea Men Designees serving as directors will be equal to
17
two (2) directors, if Idea Men Stockholders continues to beneficially own at least 5% of the aggregate number of shares of
Common Stock outstanding immediately following the Closing Date.
Under the Stockholders Agreement, the nomination of each Stockholder Designee is subject to such Stockholder Designee's
satisfaction of all applicable qualification and legal requirements regarding service as our director. If our Nominating and
Corporate Governance Committee determines in good faith that a Stockholder Designee does not satisfy all applicable
qualification and legal requirements regarding service as our director, resigns from his or her seat on our Board or is
removed, the applicable designating Sponsor Stockholder shall have the right to designate a different Stockholder Designee
to fill such vacancy, subject to the provisions of the Stockholder Agreement and our amended and restated certificate of
incorporation. Pursuant to the Stockholders Agreement, Francisco Partners Stockholders retain their respective right to
designate one additional member of our Board to fill the existing vacancies.
Pursuant to the Stockholders Agreement, each of the Sponsor Stockholders has agreed to vote, or cause to vote, all
outstanding shares of our Common Stock held directly or indirectly by such Sponsor Stockholder and its affiliates so as to
cause (i) the election of the Stockholder Designee and (ii) the election of two (2) directors who are not affiliated with any
Sponsor Stockholder with one of whom satisfies the standards of independence established for independent directors under
the rules of The Nasdaq Stock Market LLC (the “Nasdaq Rules”) and the additional independence standards applicable to
audit committee members established pursuant to Rule 10A-3 under the Exchange Act (the “Independent Director
Designees”). Additionally, we have agreed to take all actions necessary and within our control to give effect to the Sponsor
Stockholders’ director designation rights, including soliciting proxies to vote for each Stockholder Designee and Independent
Director Designee and otherwise using our best efforts to cause each Stockholder Designee and Independent Designee to
be included as the only directors in the slate of nominees recommended by us and to be elected as a director.
In addition, pursuant to the Stockholders Agreement, if the Idea Men Stockholders continue to beneficially own at least 5%
of the aggregate number of outstanding shares of Common Stock at any time that the number of Silver Lake Designees, or
Francisco Partners Designees is decreased pursuant to the terms above, then the number of Idea Men Designees serving
as directors will be increased on a one-to-one basis. For so long as any of the Silver Lake Stockholders and/or the Francisco
Partners Stockholders are entitled to designate at least one (1) director at the time that the number of Silver Lake Designees
or Francisco Partners Designees is decreased pursuant to the terms above, the consent of each such Silver Lake
Stockholder and Francisco Partners Stockholder shall be required for any Idea Men Designee to fill the vacancy caused by
such decrease.
If the number of individuals that any Sponsor Stockholder has the right to designate for election to our Board is decreased
because of a decrease in such Sponsor Stockholder’s ownership of Common Stock, then the corresponding number of
Stockholder Designees of such Sponsor Stockholder will immediately offer to tender his or her resignation for consideration
by our Board and, if such resignation is requested by the Board, such director shall resign within thirty (30) days from the
date that the applicable Sponsor Stockholder’s director designation right decreased; provided that the resignation of the last
remaining Stockholder Designee designated by any Sponsor Stockholder may, at his or her option, remain on the Board
through the end of his or her then current term. A Stockholder Designee may resign at any time regardless of the period of
time left in his or her then current term.
As a result of the Stockholders Agreement, we expect that the Sponsor Stockholders, acting in conjunction, will control the
election of our directors.
DIRECTOR INDEPENDENCE |
Our Board has affirmatively determined that Christopher Adams, Ronald E. Bruehlman, Kelly J. Kennedy, Gregory Mondre
and Agnes Rey-Giraud are each an “independent director,” as defined under the Nasdaq Rules. Our Board has also
affirmatively determined that Ronald E. Bruehlman, Kelly J. Kennedy and Agnes Rey-Giraud, who comprise our Audit and
Risk Committee; and Christopher Adams and Agnes Rey-Giraud who are members of our Compensation Committee each
satisfy the respective additional independence standards for those committees established by applicable Nasdaq Rules and
SEC rules. In addition, our Board affirmatively determined that each of Ian T. Clark, Dipanjan Deb, and Simon Patterson
qualified as an "independent director" under Nasdaq Rules for the period in 2025 during which he or she served on our
Board, and satisfied the relevant additional independence standards regarding the committees on which such individuals
served in 2025, as applicable. These determinations were made by the Board with the recommendation of its Nominating
and Corporate Governance Committee. In evaluating and determining the independence of the directors, the Board
considered, among other things, that the Company may have certain relationships with its directors. Specifically, the Board
considered that certain of our directors are affiliated with significant stockholders of the Company.
CONTROLLED COMPANY EXEMPTION |
Under the Stockholders Agreement, the Sponsor Stockholders have acknowledged and agreed to act as a “group” within the
meaning of the Nasdaq Rules and, as of the date of this proxy statement, the Sponsor Stockholders, in the aggregate,
control more than 50% of the voting power for the election of directors. As a result, we are considered a “controlled
company” for the purposes of the Nasdaq Rules. As such, we are exempt from certain Nasdaq corporate governance
requirements, including the requirement that a majority of our Board consists of “independent directors,” as defined under
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the Nasdaq Rules. In addition, we are not required to, among other things, have a nominating and corporate governance
committee or compensation committee that is composed entirely of independent directors or otherwise ensure that director
nominees are selected, or recommended for the Board’s selection, by a majority of the independent directors of the Board.
Accordingly, our stockholders may not have the same protections afforded to stockholders of companies that are subject to
all of the corporate governance requirements of the Nasdaq Rules.
Currently, five out of nine of the directors on our Board qualify as independent under the Nasdaq Rules. However, our
Compensation Committee and our Nominating and Corporate Governance Committee are not entirely independent in
reliance on the controlled company exemption and we rely on certain exemptions to the Nasdaq corporate governance
requirements for our Nominating and Corporate Governance Committee. For so long as we remain a “controlled company,”
we may avail ourselves of other exemptions available to “controlled companies” in the future.
If at any time we cease to be a “controlled company” under the Nasdaq Rules, our Board intends to take any action that may
be necessary to comply with the Nasdaq Rules, subject to a permitted “phase-in” period.
DIRECTOR CANDIDATES |
The Nominating and Corporate Governance Committee is responsible for identifying and reviewing the qualifications of
potential director candidates and recommending to the Board those candidates to be nominated for election to the Board,
subject to any procedures regarding the nomination of directors to the Board that may be included in the Stockholders
Agreement.
To facilitate the search process for director candidates, the Nominating and Corporate Governance Committee may solicit
our current directors and executives for the names of potentially qualified candidates or may ask directors and executives to
pursue their own business contacts for the names of potentially qualified candidates. The Nominating and Corporate
Governance Committee may also consult with outside advisors or retain search firms to assist in the search for qualified
candidates, or consider director candidates recommended by our stockholders. Once potential candidates are identified, the
Nominating and Corporate Governance Committee reviews the backgrounds of those candidates, evaluates candidates'
independence from us and potential conflicts of interest, and determines if candidates meet the qualifications set forth in our
Corporate Governance Guidelines and as otherwise desired by the Nominating and Corporate Governance Committee of
candidates for election as director.
Under the Stockholders Agreement, the Directors designated for election to the applicable classes of the Board (i) by the
Silver Lake Stockholders are Gregory Mondre, Agnes Rey-Giraud and Scott Wagner, (ii) by the Francisco Partners
Stockholders is Christopher Adams and (iii) by the Idea Men Stockholders are Trevor Bezdek and Douglas Hirsch. Pursuant
to the Stockholders Agreement, the Francisco Partners Stockholders retain their right to designate one additional member of
our Board.
In accordance with our Corporate Governance Guidelines, in evaluating the suitability of individual candidates, the
Nominating and Corporate Governance Committee and the Board may take into account many factors, including: personal
and professional integrity, ethics and values; experience in corporate management, such as serving as an officer or former
officer of a publicly held company; strong finance experience; relevant social policy concerns; experience relevant to the
Company’s industry; experience as a board member or executive officer of another publicly held company; relevant
academic expertise or other proficiency in an area of the Company’s operations; diversity of expertise and experience in
substantive matters pertaining to the Company’s business relative to other board members; practical and mature business
judgment, including, but not limited to, the ability to make independent analytical inquiries; and any other relevant
qualifications, attributes or skills. The Board evaluates each individual in the context of the Board as a whole, with the
objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests
through the exercise of sound judgment using its diversity of experience in these various areas. In determining whether to
recommend a director for re-election, the Nominating and Corporate Governance Committee may also consider the
director’s past attendance at meetings and participation in, and contributions to, the activities of the Board.
Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as
potential director candidates by submitting the names of the recommended individuals, together with appropriate
biographical information and background materials, to the Nominating and Corporate Governance Committee, c/o General
Counsel, GoodRx Holdings, Inc., 2701 Olympic Boulevard, West Building – Suite 200, Santa Monica, California 90404.
Assuming that appropriate biographical and background material has been provided on a timely basis, the Nominating and
Corporate Governance Committee will evaluate stockholder-recommended candidates by following substantially the same
process, and applying substantially the same criteria, as it follows for candidates submitted by others.
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COMMUNICATIONS FROM STOCKHOLDERS |
Stockholders of the Company may communicate directly with the independent members of the Board, any Chair of a Board
committee, and the Co-Chairmen of the Board about corporate governance, corporate strategy, Board-related matters or
other substantive matters that our General Counsel and/or Co-Chairmen of the Board consider to be important for the
director(s) to know, by addressing any communications to the intended recipient by name or position in care of: GoodRx
Holdings, Inc., Attn: General Counsel, 2701 Olympic Boulevard, West Building – Suite 200, Santa Monica, California 90404,
subject to compliance with the requirements and parameters noted below. Such communications may be made
confidentially or anonymously.
All communications, including stockholder recommendations of director candidates, must be accompanied by the following
regarding the person submitting the communication: a statement of the type and amount of the securities of the Company
that the person holds, and the address, telephone number and e-mail address, if any, of the person.
The following types of communications are considered inappropriate for delivery to directors:
•Communications regarding individual grievances or other interests that are personal to the party submitting the
communication;
•Communications regarding ordinary business operations; and
•Communications that contain offensive, obscene or abusive content.
Communications deemed to comply with the above requirements and to be appropriate for delivery will be delivered to the
applicable director(s) on a periodic basis, generally in advance of each regularly scheduled meeting of the Board. Concerns
relating to accounting, internal accounting controls, auditing matters or questionable financial practices will be handled in
accordance with the procedures established by the Audit and Risk Committee with respect to such matters.
BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT |
Our Board appointed Trevor Bezdek and Scott Wagner to serve as Co-Chairmen of the Board, effective January 21, 2025.
We believe it is in the best interest of the Company and our stockholders for Mr. Bezdek and Mr. Wagner to serve as Co-
Chairmen of the Board due to their deep knowledge of our business and their significant industry relationships, which
position both of them well to lead the Board in its oversight of the Company through its current period of executive
leadership transition and focus on strategic initiatives.
Our Board exercises its judgment in establishing, combining or separating the roles of Chairman (or Co-Chairmen) of the
Board and Chief Executive Officer as it deems appropriate in light of prevailing circumstances. The Board will continue to
exercise its judgment on an ongoing basis to determine the optimal Board leadership structure that the Board believes will
provide effective leadership, oversight and direction, while optimizing the functioning of both the Board and management
and facilitating effective communication between the two. Additionally, pursuant to its charter, our Nominating and Corporate
Governance Committee periodically reviews the Board’s leadership structure and annually reviews the Board’s committee
structure, and will recommend to the Board for its approval any appropriate changes to the Board’s leadership structure and
the membership of each committee of the Board. The Board has concluded that the current structure provides a well-
functioning and effective balance between strong Company leadership and appropriate safeguards and oversight by
independent directors, including independent Chairs of each Board committee.
In the future, the Independent Directors may elect a lead director. The lead director’s responsibilities would include, but are
not limited to: presiding over all meetings of the Board at which the Co-Chairmen are not present, including any executive
sessions of the Independent Directors; approving Board meeting schedules and agendas; and acting as the liaison between
the Independent Directors and the Chief Executive Officer and Co-Chairmen of the Board. If the Chairman (or Co-Chairmen)
of the Board is an Independent Director, the Chairman (or Co-Chairmen) of the Board would serve as lead director. The
Board may modify its leadership structure in the future as it deems appropriate.
Risk assessment and oversight are an integral part of our governance and management processes. Our management is
responsible for our day-to-day risk management activities and our Board and its committees have an active role in
overseeing management of the Company’s risks. Our Board regularly reviews information regarding the Company’s credit,
liquidity and operations, as well as the risks associated with each. Our Audit and Risk Committee is responsible for
reviewing and discussing our general risk assessment and risk management policies and strategy as well as overseeing the
management of certain of our major risk exposures and the implementation of risk mitigation strategies by management. In
particular, the Audit and Risk Committee is responsible for overseeing our financial and enterprise risks, legal and regulatory
compliance risk areas and our cybersecurity and data privacy risks as well as the steps management has taken to monitor,
control and report such risk exposures. Our Compensation Committee is responsible for overseeing risks related to our
compensation programs and our Nominating and Corporate Governance Committee is responsible for managing risks
associated with the independence of the Board and potential conflicts of interest. Our Board is also apprised of particular
risk management matters in connection with its general oversight role and approval of corporate matters and significant
transactions. The Board does not believe that its role in the oversight of our risks affects the Board’s leadership structure.
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COMPENSATION RISK ASSESSMENT |
Our Compensation Committee has reviewed our compensation policies and practices, in consultation with Pay Governance,
LLC, a compensation consulting firm engaged by the Compensation Committee (“Pay Governance”), to assess whether they
encourage employees to take inappropriate risks. After reviewing the analysis prepared by Pay Governance, the
Compensation Committee determined that any possible risks arising from our executive and/or employee compensation
policies and practices are not reasonably likely to have a material adverse effect on the Company.
INSIDER TRADING COMPLIANCE POLICY |
Our Board has adopted an Insider Trading Compliance Policy governing the purchase, sale and/or other dispositions of our
securities by our directors, officers and employees. We believe that our Insider Trading Compliance Policy is reasonably
designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us.
It is also our policy to comply with applicable insider trading laws and regulations with respect to transactions in our own
securities. A copy of the Insider Trading Compliance Policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the
year ended December 31, 2025.
ANTI-HEDGING POLICY |
Under our Insider Trading Compliance Policy, unless pre-approved by our Board in each instance, our directors, officers and
employees and any entities they control from are prohibited from purchasing financial instruments such as prepaid variable
forward contracts, equity swaps, collars, and exchange funds, or otherwise engaging in transactions that hedge or offset, or
are designed to hedge or offset, any decrease in the market value of the Company’s equity securities, or that may cause an
officer, director, or employee to no longer have the same objectives as the Company’s other stockholders.
STOCK OWNERSHIP GUIDELINES |
In order to align our executive officers’ and directors' interests with those of our stockholders, we have adopted stock
ownership guidelines, which require that, during their respective tenures, our executive officers who are designated as
“officers,” as defined in Rule 16a-1(f) of the Exchange Act, and our directors maintain certain ownership of Qualifying
Shares. For more information, see “Executive Compensation—Stock Ownership Guidelines.”
CODE OF ETHICS |
We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees. A copy
of the Code of Business Conduct and Ethics is available on our website at www.goodrx.com in the “Governance” section of
the “Investors” page. We intend to disclose on our website any amendments to the Code of Business Conduct and Ethics, or
any waivers of its requirements, that are required to be disclosed by SEC and/or Nasdaq rules.
ATTENDANCE BY MEMBERS OF THE BOARD OF DIRECTORS AT MEETINGS |
There were five meetings of the Board during the fiscal year ended December 31, 2025. During the fiscal year ended
December 31, 2025, each of our incumbent directors attended at least 75% of the aggregate of (i) all meetings of the Board
during the period in which he or she served as a director and (ii) all meetings of the committees on which such director
served during the period in which he or she served as a member of such committee.
Under our Corporate Governance Guidelines, which are available on our website at www.goodrx.com, a director is expected
to spend the time and effort necessary to properly discharge his or her responsibilities. Accordingly, a director is expected to
regularly prepare for and attend meetings of the Board and all committees on which the director sits (including separate
meetings of the independent directors), with the understanding that, on occasion, a director may be unable to attend a
meeting. A director who is unable to attend a meeting of the Board or a committee of the Board is expected to notify our
Chief Executive Officer, the Chairman of the Board or the Chair of the appropriate committee, as applicable, in advance of
such meeting, and, whenever possible, participate in such meeting via teleconference in the case of an in person meeting.
We do not maintain a formal policy regarding director attendance at annual meetings of stockholders; however, it is
expected that, absent compelling circumstances, directors will attend. All but three of our directors who were then serving on
the Board attended our 2025 Annual Meeting of Stockholders.
COMMITTEES OF THE BOARD |
In June 2025, our Nominating and Corporate Governance Committee reviewed the Board’s committee structure and
composition and recommended to the Board for its approval of certain changes to the Board’s committee structure. Based
on the recommendation of our Nominating and Corporate Governance Committee, the Board approved to dissolve the
Innovation Committee. Currently, our Board has three standing committees—Audit and Risk, Compensation, and
Nominating and Corporate Governance—each of which operates under a written charter that has been approved by our
Board.
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The current members of each of the Board's standing committees are set forth in the following chart.
Name | Audit and Risk | Compensation | Innovation | Nominating and Corporate Governance | ||||
Christopher Adams | X | Chair | ||||||
Trevor Bezdek | X | |||||||
Ronald E. Bruehlman | Chair | |||||||
Kelly J. Kennedy | X | |||||||
Agnes Rey-Giraud (1) | X | X | ||||||
Scott Wagner (2) | Chair |
_________________________________
(1)Ms. Rey-Giraud was appointed to the Compensation Committee, effective March 19, 2025.
(2)Mr. Wagner was appointed to the Board and its Compensation Committee, effective January 21, 2025.
AUDIT AND RISK COMMITTEE |
Our Audit and Risk Committee’s responsibilities include, but are not limited to:
•appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public
accounting firm;
•discussing with our independent registered public accounting firm their independence;
•reviewing with our independent registered public accounting firm the scope and results of their audit;
•approving all audit and permissible non-audit services to be performed by our independent registered public
accounting firm;
•obtaining and reviewing a report by our independent registered public accounting firm at least annually that
describes its internal quality-control procedures, any material issues with such procedures, and any steps
taken to deal with such issues;
•overseeing the financial reporting process and discussing with management and our independent registered
public accounting firm the interim and annual financial statements that we file with the SEC;
•reviewing our policies and procedures on risk assessment and risk management and overseeing certain of our
major risk exposures, including our financial and enterprise risks;
•reviewing related person transactions;
•overseeing our financial and accounting controls and compliance with legal and regulatory requirements;
•overseeing our internal audit function;
•establishing procedures for the confidential anonymous submission of concerns regarding questionable
accounting or auditing matters;
•creating, overseeing and evaluating our compliance program, including monitoring the effectiveness of the
compliance program, and recommending any improvements and changes to the compliance program;
•ensuring proper communication of significant regulatory compliance issues to our Board;
•reviewing significant regulatory compliance risk areas and the steps taken by management to monitor, control
and report such compliance risk exposures;
•reviewing reports of specific material non-compliance issues and approving corrective actions proposed by
management;
•reviewing and assessing the development of internal systems and controls to carry out our compliance
program and related policies and procedures as part of our daily operations;
•reviewing and assessing strategies to promote compliance with our compliance program and the detection of
any possible violations, such as through hotlines and other reporting mechanisms; and
•providing general oversight of our cybersecurity risk management program and privacy program.
The Audit and Risk Committee charter is available on the “Governance” section of our website at investors.goodrx.com. The
current members of the Audit and Risk Committee are Ronald E. Bruehlman, Kelly J. Kennedy and Agnes Rey-Giraud, with
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Mr. Bruehlman serving as Chair. Our Board has determined that all members of the Audit and Risk Committee are
independent directors under Nasdaq Rules and the additional independence standards applicable to audit committee
members established pursuant to Rule 10A-3 under the Exchange Act. Our Board has also determined that all members of
the Audit and Risk Committee meet the “financial literacy” requirement for Audit and Risk Committee members under
Nasdaq Rules and Ronald E. Bruehlman and Kelly J. Kennedy are each an “audit committee financial expert” within the
meaning of the SEC rules.
The Audit and Risk Committee met four times during the fiscal year ended December 31, 2025.
COMPENSATION COMMITTEE |
The Compensation Committee is responsible for, among other matters:
•reviewing and approving any goals and objectives relevant to the compensation of the Chief Executive Officer
and other executive officers (including individuals serving in an interim capacity), evaluating the Chief
Executive Officer’s and other executive officers’ performance in light of such goals and objectives and making
recommendations to the Board regarding the compensation of our Chief Executive Officer and other executive
officers;
•reviewing and making recommendations to our Board regarding the compensation of our directors;
•reviewing, approving and administering, as applicable, or making recommendations to our Board regarding our
incentive compensation and equity-based plans and arrangements;
•reviewing and approving executive compensation agreements, policies and plans, including any employment,
retention, severance, change-in-control, deferred compensation, "claw-back” and stock ownership agreements,
policies and plans;
•reviewing and assessing potential risks arising from our employee compensation policies and practices and
whether any such risks are reasonably likely to have a material adverse effect on the Company;
•reviewing and providing guidance to management and the Board with respect to the Company's broader
human capital strategies programs and risks; and
•appointing, compensating and overseeing any compensation consultants or other adviser it retains.
Pursuant to the Compensation Committee’s charter, which is available on the “Governance” section of our website at
investors.goodrx.com, the Compensation Committee has the authority to retain or obtain the advice of compensation
consultants, legal counsel and other advisors to assist in carrying out its responsibilities. The Compensation Committee
generally considers the Chief Executive Officer’s input, if any, when making recommendations regarding the compensation
of non-employee directors and executive officers (other than the Chief Executive Officer). Since May 2022, the Company
has engaged Pay Governance to assist in making decisions regarding the amount and types of compensation to provide our
executive officers and non-employee directors. Pay Governance reports directly to the Compensation Committee. The
Compensation Committee has considered the adviser independence factors required under SEC rules and Nasdaq Rules as
they relate to Pay Governance and has determined that Pay Governance’s work does not raise a conflict of interest. Pay
Governance did not provide any other services to the Company in 2025 beyond those pursuant to its engagement by the
Compensation Committee.
The Compensation Committee may delegate its authority under its charter to a subcommittee as it deems appropriate from
time to time. The Compensation Committee has the authority to conduct or authorize investigations into any matters within
the scope of its responsibilities as it deems appropriate, including the authority to request any officer, employee or adviser of
the Company to meet with the Compensation Committee or any advisers engaged by the Compensation Committee. In
addition to the foregoing and other authority expressly delegated to the Compensation Committee in its charter, the
Compensation Committee may also exercise any other powers and carry out any other responsibilities consistent with its
charter, the purposes of the Compensation Committee, the Company’s Amended and Restated Bylaws and applicable rules
of Nasdaq.
The current members of our Compensation Committee are Christopher Adams, Agnes Rey-Giraud and Scott Wagner, with
Mr. Wagner serving as Chair. Mr. Adams and Ms. Rey-Giraud meet the requirements for independence under the Nasdaq
Rules, including the additional independence standards applicable to compensation committee membership under Nasdaq
Rules. Mr. Wagner does not qualify as independent under the Nasdaq Rules. As we are a “controlled company” under the
Nasdaq Rules, our Compensation Committee is exempt from the requirement that it be composed entirely of independent
directors under the Nasdaq Rules.
The Compensation Committee met five times during the fiscal year ended December 31, 2025.
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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE |
The Nominating and Corporate Governance Committee is responsible for, among other matters:
•identifying individuals qualified to become members of our Board, consistent with criteria approved by our
Board;
•recommending to our Board the nominees for election to our Board at annual meetings of stockholders, except
where the Company is legally required by contract, bylaw or otherwise to provide third parties with the right to
designate directors, including pursuant to the Stockholders Agreement (for so long as such agreement is in
effect);
•overseeing an evaluation of the Board, its leadership structure and its committee structure and membership;
and
•developing, reviewing, reassessing and recommending to our Board our corporate governance guidelines and
principles and any proposed changes thereto, in each case for Board approval.
The Nominating and Corporate Governance Committee charter is available on the “Governance” section of our website at
investors.goodrx.com. The current members of our Nominating and Corporate Governance Committee are Christopher
Adams and Trevor Bezdek, with Mr. Adams serving as Chair. Mr. Adams meet the requirements for independence under the
Nasdaq Rules. Mr. Bezdek, as one of our former Co-Chief Executive Officers, does not qualify as independent under the
Nasdaq Rules. As we are a “controlled company” under the Nasdaq Rules, our Nominating and Corporate Governance
Committee is exempt from the requirement that it be composed entirely of independent directors under the Nasdaq Rules.
The Nominating and Corporate Governance Committee has the authority to consult with outside advisors or retain search
firms to assist in the search for qualified candidates, or consider director candidates recommended by our stockholders.
The Nominating and Corporate Governance Committee met two times during the fiscal year ended December 31, 2025.
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EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION & ANALYSIS |
In this Compensation Discussion and Analysis (“CD&A”), we provide an overview and analysis of the compensation awarded
to or earned by our named executive officers identified in the Summary Compensation Table below during fiscal year 2025,
including the elements of our compensation program for named executive officers, material compensation decisions made
under that program for fiscal year 2025 and the material factors considered in making those decisions. Our named executive
officers for the year ended December 31, 2025 are:
Name | Positions | |
Wendy Barnes (1) | Chief Executive Officer and President | |
Christopher McGinnis (2) | Chief Financial Officer & Treasurer | |
Romin Nabiey (2) (4) | Former Chief Accounting Officer and former Interim Chief Financial Officer | |
Scott Wagner (1) | Former Interim Chief Executive Officer | |
Karsten Voermann (2) | Former Chief Financial Officer | |
Trevor Bezdek (3) | Co-Chairman of the Board |
_________________________________
(1)Ms. Barnes was appointed as our Chief Executive Officer, effective January 1, 2025 and Mr. Wagner transitioned from Interim Chief Executive Officer to
Co-Chairman of the Board in January 2025.
(2)Mr. Voermann’s employment with the Company ended on January 17, 2025, at which time Mr. Nabiey was appointed as our Interim Chief Financial
Officer. Mr. McGinnis was appointed as our Chief Financial Officer and Treasurer, effective February 4, 2025, at which time Mr. Nabiey ceased serving as
Interim Chief Financial Officer but retained his position as Chief Accounting Officer.
(3)Mr. Bezdek's employment and executive officer service with the Company ended on November 1, 2025 and he continued to serve as a Co-Chairman of
the Board.
(4)Mr. Nabiey resigned as our Chief Accounting Officer, effective April 3, 2026, and will remain an employee through June 8, 2026 to support the transition of
his responsibilities.
Performance Highlights
Our executive compensation programs are designed to deliver pay in accordance with corporate and individual
performance, to reward superior performance and to provide consequences for underperformance. We believe that the
compensation of our named executive officers for fiscal year 2025 was aligned with the Company’s performance during
2025. Highlights of that performance include:
•Revenue grew to $796.9 million in 2025 compared to $792.3 million in 2024, net income in 2025 was $30.4 million
compared to net income in 2024 of $16.4 million, and Adjusted EBITDA increased 4% compared to 2024. Net
income margin in 2025 was 3.8% compared to net income margin in 2024 of 2.1% and Adjusted EBITDA Margin
was up 110 basis points year-over-year, marking another year of meaningful expansion.(1)
•Pharma Direct revenue increased by 41% to $151.4 million.
•Announced the launch of our first condition-specific subscription program for erectile dysfunction and continued to
expand to other conditions including hair loss and weight loss.
•Continued to grow our consumer direct pricing and announced a collaboration with a pharmaceutical manufacturer
to offer eligible patients nationwide two of the most in-demand GLP-1 medications at a significantly lower cash
price through our platform.
•Exited the year used by over one million healthcare professionals ("HCP") annually.(2)
•Deepened relationships with retail pharmacy partners with retail-direct contracts in place with 9 out of 10 of our
largest retail pharmacy partners as part of our hybrid contracting model; helped strengthen retail pharmacy
relationships and collaboration on solutions focused on mutual success and profitability.(3)
•Reached more than $100 billion of cumulative consumer savings and in 2025, nearly 25 million consumers used
GoodRx to achieve approximately $17 billion in prescription savings.(4)
•Continued to scale our Pharma Direct offering; expanded our self-pay programs to more than 100 brands signed at
the end of 2025.
_____________________________
(1)We define Adjusted EBITDA for a particular period as net income or loss before interest, taxes, depreciation and amortization, and as further adjusted, as
applicable, for acquisition related expenses, stock-based compensation expense, payroll tax expense related to stock-based compensation, loss on
extinguishment of debt, financing related expenses, loss on operating lease assets, restructuring related expenses, legal settlement expenses, gain on
sale of business and other income or expense. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of Adjusted Revenue. We define
Adjusted Revenue for a particular period as revenue excluding client contract termination costs associated with restructuring related activities. We exclude
these costs from revenue because we believe they are not indicative of past or future underlying performance of the business. Revenue was equal to
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Adjusted Revenue for the fiscal year 2025. For a reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin to the most directly comparable GAAP
financial measures, information about why we consider Adjusted EBITDA and Adjusted EBITDA Margin useful and a discussion of the material risks and
limitations of these measures, please see “Key Financial and Operating Metrics—Non-GAAP Financial Measures" section included in Part II, Item 7, page
60 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 which was filed with the SEC on February 26, 2026 and is available at
investors.goodrx.com and included in the 2025 Annual Report.
(2)Unique HCP visits to GoodRx for the year ended December 31, 2025 based on internal data. A unique HCP who visits GoodRx more than once during a
given year is only counted as one unique HCP in that year.
(3)As of December 31, 2025. Includes pharmacies having either a fully direct contract or hybrid contract model with the Company.
(4)As of December 31, 2025. Savings are measured as the difference between the pharmacy list price and the price the consumer pays utilizing a GoodRx
code at the same pharmacy. Because consumers of our website and mobile application may switch pharmacies if they find a better discount, our
consumer savings calculation includes an estimate of savings achieved based on switching pharmacies. The cumulative total may not reconcile to the
sum of cumulative savings per annum due to rounding.
For a comprehensive discussion of the Company’s performance during 2025, including our financial results, please review
our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on
February 26, 2026 and is available at investors.goodrx.com and included in the 2025 Annual Report.
2025 Compensation Highlights
Consistent with our compensation philosophy, key compensation decisions for 2025 included the following:
•Base Salaries and Target Annual Cash Incentive Opportunities. The 2025 base salaries and target
bonuses for our named executive officers did not change from 2024, except for Mr. Nabiey. Effective February
16, 2025, Mr. Nabiey’s annualized base salary was increased by approximately 6.7% to $350,000 to align his
salary with market data.
•Annual Cash Incentives. For 2025, our Compensation Committee selected Adjusted EBITDA Margin and
Revenue performance goals for our performance-based annual bonus program; these metrics are intended to
promote our business plan and short-term goals. Mr. Nabiey also has a portion of his annual cash incentive
tied to individual performance. Because we did not achieve our 2025 performance goals, the Compensation
Committee decided not to pay out annual incentive bonuses to our participating named executive officers, with
the exception of Mr. Nabiey, who received a payment of $107,640.
•Retention Bonuses. In December 2025, the Company entered into one-time retention bonus letter
agreements (the "Retention Bonus Agreements") with each of Ms. Barnes and Mr. McGinnis, pursuant to which
retention bonuses were provided to Ms. Barnes and Mr. McGinnis in the amounts of $2,000,000 and
$1,000,000, respectively. Descriptions of these bonuses are set forth in the section below entitled "Ms. Barnes,
Messrs. McGinnis and Nabiey Retention Bonus."
•Equity-Based Long-Term Incentives. In March 2025, pursuant to Ms. Barnes' and Mr. McGinnis'
employment agreements, each was granted nonqualified stock options ("stock options") and a restricted stock
unit ("RSU") award covering shares of Class A common stock. In March 2025, as part of our annual equity
grant process, stock options and RSUs were granted to Mr. Nabiey.
•New Employment Agreements. In connection with the commencement of their employment with us, we
entered into an employment agreement with each of Ms. Barnes and Mr. McGinnis, each of which includes an
annual base salary, target bonus opportunity, sign-on bonus, equity awards, and severance benefits.
Descriptions of these agreements are set forth in the section below entitled "Narrative to Summary
Compensation Table and Grants of Plan Based Awards Table" and "Potential Payments Upon Termination or
Change in Control."
Compensation Governance and Best Practices
We are committed to having strong governance standards with respect to our executive compensation programs,
procedures and practices. Our key compensation practices include the following:
What We Do | What We Do Not Do | |||
ü | Retain an independent compensation consultant who advises the Compensation Committee and provides no other services to the Company. | X | Do not grant uncapped cash incentives or guaranteed equity compensation. | |
ü | Maintain a size appropriate peer group for aligning pay opportunities with prevailing market competitive practices | X | Do not provide guaranteed minimum bonuses for our executive officers. | |
ü | Emphasize the use of equity compensation for executive officers, including Performance Stock Units to promote retention and reward long-term value creation. | X | No excise tax gross-ups in connection with change in control. | |
ü | Require minimum stock ownership levels for all executive officers and paid directors to align their interests with the interests of our stockholders. | X | Do not provide significant perquisites. | |
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ü | Maintain a clawback policy covering all executive officers. | X | Do not allow hedging or pledging of stock. | |
X | Do not have defined benefit pension plans or supplemental executive retirement plans. |
Stockholder Advisory Votes on Named Executive Officer Compensation
At our 2025 Annual Meeting of Stockholders, our stockholders voted in a non-binding, advisory vote to approve the
compensation of our named executive officers. Our Compensation Committee reviewed the result of this vote, and, in light of
the approval by a substantial majority of our voting stockholders of the compensation programs described in our 2025 proxy
statement (representing over 99.9% of the votes cast), did not implement any significant changes to our executive
compensation program as a result of the vote.
Compensation Philosophy and Objectives
The key objective in our executive compensation program is to attract, motivate, and reward leaders with the skills and
experience necessary to successfully execute on our strategic plan to maximize stockholder value. Our executive
compensation program is designed to:
•Attract and retain talented and experienced executives in a competitive and dynamic market;
•Motivate our executive officers to help our company achieve the best possible financial and operational results;
•Provide reward opportunities consistent with our performance on both a short-term and long-term basis; and
•Align the long-term interests of our executive officers with those of our stockholders.
We strive to set our overall total compensation at a competitive level. Executive compensation is determined with
consideration for market benchmarks and factors such as experience, performance, scope of position and the competitive
demand for proven executive talent, as described further below under “Determination of Executive Compensation.”
Determination of Executive Compensation
Our Compensation Committee administers the executive compensation program for our executive officers. Our
Compensation Committee is responsible for, among other things, reviewing and providing recommendations to our Board
regarding the compensation of our executive officers, including setting base salary, annual bonus, and equity awards
granted to our executive officers, and ensuring such compensation is aligned with our executive compensation philosophy.
Our Compensation Committee is also responsible for reviewing and providing recommendations to our Board regarding the
compensation of our non-employee directors.
In carrying out its responsibilities, the Compensation Committee evaluates our compensation policies and practices with a
focus on the degree to which these policies reflect our executive compensation philosophy, develops strategies and makes
decisions that it believes further such philosophy and align with developments in executive compensation practices, and
reviews the performance of our executive officers.
Role of Compensation Consultant
The Compensation Committee engages an external compensation consultant to assist the committee by providing
information, analysis and other advice relating to our executive and director compensation programs and the decisions
resulting from the Compensation Committee’s annual executive compensation review. The compensation consultant reports
directly to our Compensation Committee and its Chair, and serves at the discretion of the Compensation Committee, which
reviews the engagement annually.
For 2025, our Compensation Committee continued to retain Pay Governance to serve as its external compensation
consultant to advise on executive and director compensation matters, including competitive market pay practices, and data
analysis and selection of our compensation peer group.
During 2025, Pay Governance attended Compensation Committee meetings and advised on executive compensation
matters including:
•Developing an updated executive compensation peer group;
•Conducting a competitive market assessment of the compensation opportunities for our executive officers and
non-employee directors;
•Reviewing and summarizing equity compensation practices among our peers;
•Assisting with the development of our equity compensation strategy;
•Conducting a competitive market assessment of executive severance and change-in-control provisions;
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•Summarizing peer practices for short-term incentive plan design;
•Conducting a compensation risk assessment;
•Reviewing the Compensation Committee’s charter; and
•Reviewing other compensation trends and regulatory developments.
Competitive Position
For the purpose of assessing our executive compensation program against the competitive market, the Compensation
Committee reviews and considers the compensation levels and practices of a select group of peer companies. This
compensation peer group generally consists of companies that are similar to us in terms of industry, revenue and market
capitalization. In selecting the companies to include in our compensation peer group for 2025, the Compensation Committee
considered the following targeted selection criteria:
Selection Criteria
•Industry: Healthcare Technology, Software, and/or Broader Healthcare Services or Technology
•Size: Companies with revenues generally ranging from 0.33x to 3.00x of the Company's revenues and market
capitalization generally ranging from 0.25x to 4.00x of the Company
•Business model (i.e., consumer marketplace or other “platform” companies and software-as-a-service)
•Key competitor (for business or talent) to GoodRx
•Companies with similar growth profiles/results as GoodRx
•Companies that will help position GoodRx closer to the median on revenue and market capitalization
Peer Group
The companies in our compensation peer group for 2025 consisted of the following companies:
Affirm Holdings, Inc. | Hims & Hers Health, Inc. |
Alarm.com Holdings, Inc. | LegalZoom.com, Inc. |
Alignment Healthcare, Inc. | Marqeta, Inc. |
AppFolio, Inc. | Phreesia, Inc. |
Asana, Inc. | Premier, Inc. |
Box, Inc. | Privia Health Group, Inc. |
CarGurus, Inc. | Progyny, Inc. |
Certara, Inc. | Q2 Holdings, Inc. |
Doximity, Inc. | Teladoc Health, Inc. |
EverCommerce, Inc. | Vertex, Inc. |
HealthEquity, Inc. | ZipRecruiter, Inc. |
For purposes of 2025 compensation decisions, we modified our compensation peer group to remove seven companies,
primarily because their revenue and/or market capitalization was outside the criteria range, and added nine companies
whose market capitalization and/or revenue satisfied the peer group selection criteria. The tables below illustrate the specific
changes to the peer group.
Companies removed from the peer group:
Accolade, Inc. | Sharecare, Inc. |
EngageSmart, Inc. | Squarespace, Inc. |
MultiPlan Corp. | 23andMe Holding Co. |
Nextgen Healthcare, Inc. |
Companies added to the peer group:
Alarm.com Holdings, Inc. | Premier, Inc. |
Box, Inc. | Privia Health Group, Inc. |
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Certara, Inc. | Progyny, Inc. |
LegalZoom.com, Inc. | Q2 Holdings, Inc. |
Phreesia, Inc. |
At the time the peer group was approved in September 2024, our revenue was at the 49th percentile of the peer group and
our market cap was at the 57th percentile of the peer group.
Elements of the Company’s Executive Compensation Program
We design each of the principal components of our executive compensation program to fulfill one or more of the principles
and objectives of our compensation philosophy described above. For the fiscal year ended December 31, 2025, the
compensation program of our named executive officers generally consisted of:
•Base salary;
•Annual performance-based cash bonus opportunities; and
•Long-term equity incentive compensation.
In addition, our named executive officers are eligible to participate in our health and welfare programs and our 401(k) plan
on the same basis as our other employees. Additionally, in 2025, we entered into one-time retention bonus agreements with
Ms. Barnes, Messrs. McGinnis and Nabiey. Certain of the employment arrangements entered into with our named executive
officers contain severance and/or change-in-control protections, which aid in attracting and retaining executive talent and
help executives to remain focused and dedicated during potential transition periods due to a change in control. Each of
these elements of compensation for 2025 is described further below.
Base Salaries
Our named executive officers receive a base salary to compensate them for the services they provide to our Company. The
base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting
the executive’s skill set, experience, role and responsibilities, and it is aimed primarily at attracting and retaining the best
possible executive talent.
For 2025, we did not increase the base salary for our named executive officers from 2024, with the exception of the base
salary paid to Mr. Nabiey, which was increased by approximately 6.7%. This salary increase was recommended by our
Compensation Committee and approved by our Board in response to market competitive factors based on market
compensation analyses that we undertook and following additional consideration of the factors set forth above under
“Determination of Executive Compensation.”
The following table sets forth the annual base salaries of our named executive officers during fiscal years 2024 and 2025:
Name | Fiscal 2024 Base Salary | Fiscal 2025 Base Salary | Approximate % of Increase from 2024 | |||
Wendy Barnes | N/A | $825,000 | N/A | |||
Christopher McGinnis | N/A | $500,000 | N/A | |||
Romin Nabiey | $328,000 | $350,000 | 6.7% | |||
Scott Wagner | $750,000 | $750,000 | 0% | |||
Karsten Voermann | $450,000 | $450,000 | 0% | |||
Trevor Bezdek | $500,000 | $500,000 | 0% |
Base salaries earned during 2025 for some executives are lower than the base salaries shown above, given departures and
new hires during the year. Actual base salaries earned are presented in the Summary Compensation Table.
Cash Bonus Compensation
2025 Annual Cash Incentive Program
Compensation under our annual performance-based cash bonus program ("bonus plan"), if any, is earned and granted
under the terms of our 2020 Incentive Award Plan (the “2020 Plan”). We award annual performance-based cash bonus
compensation to drive the achievement of key short-term business results and to recognize individuals based on their
contributions to those results. The bonus plan provides participants, including our named executive officers, the opportunity
to earn cash incentive bonuses based upon attainment of certain corporate objectives (and for some employees, individual
objectives) that we deem appropriate for the fiscal year.
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The corporate performance goals under the bonus plan are established by our Compensation Committee with the final
attainment certified and bonus payment awarded by our Board, in each case with recommendation from the Compensation
Committee. During 2025, each of our named executive officers participated in our bonus plan. All named executive officers’
bonus opportunities were based on corporate performance goals with the exception of Mr. Nabiey, whose cash incentive
bonus opportunity for 2025 was based upon attainment of both individual performance goals (determined by his manager)
and corporate performance goals, weighted 25% and 75% respectively.
The following table sets forth the 2025 target bonuses of our named executive officers as of the end of fiscal year 2025:
Named Executive Officer | Target Percentage of Base Salary | Target Bonus ($) | ||
Wendy Barnes | 100% | $825,000 | ||
Christopher McGinnis (1) | 100% | $454,808 | ||
Trevor Bezdek (2) | 100% | $416,667 | ||
Romin Nabiey (3) | 40% | $138,890 |
_____________________________
(1)Mr. McGinnis' 2025 target bonus was prorated based on his start date of February 4, 2025.
(2)Mr. Bezdek's 2025 target bonus was prorated based on his termination date of November 1, 2025.
(3)Mr. Nabiey's 2025 target bonus was prorated based on his new salary rate effective as of February 16, 2025.
Messrs. Wagner and Voermann were not employed at the time when our Compensation Committee approved the 2025
bonus plan and therefore were not entitled to, and did not receive, a bonus payment for 2025. Under the Retention Bonus
Agreements, Ms. Barnes and Mr. McGinnis forfeited their rights to any payment under the Company’s 2025 bonus plan or
any Company annual cash incentive or discretionary bonus program applicable to all or a portion of 2025.
Ms. Barnes, Messrs. McGinnis and Bezdek
In March 2025, our Compensation Committee approved the 2025 bonus plan incorporating financial performance metrics
that reflect our strategic business priorities and are aligned with both peer practices and how our stockholders assess the
Company’s performance. The program was based on pre-established Revenue (as defined below) goals subject to a
payment gate based on our Adjusted EBITDA Margin. If we did not meet a minimum Adjusted EBITDA Margin of 31.5%,
there would be no funding under the bonus plan. Our Compensation Committee selected these metrics because it believes
they incentivize our named executive officers to focus on growth as well as cost management and operational leverage,
which is consistent with our long-term strategic priorities and reinforces the importance of these key metrics as a priority
throughout the organization. We believe these goals are critical to our business strategy and the creation of stockholder
value.
If we achieved or exceeded the required Adjusted EBITDA Margin and achieved the threshold level of Revenue, the payout
percentage would be 50%. If we achieved or exceeded the required Adjusted EBITDA Margin and achieved the target level
of Revenue, the payout percentage would be 100%. If we achieved or exceeded the required Adjusted EBITDA Margin and
achieved or exceeded the maximum level of Revenue, the payout percentage would be 150%. Payouts for performance
between threshold and target and between target and maximum are subject to linear interpolation assuming the minimum
Adjusted EBITDA Margin goal was attained. The following tables show the threshold, target and maximum goals for each
performance measure, and our financial results with respect to each performance measure:
Performance Goal | Target % | 2025 Actual Achievement | ||
Adjusted EBITDA Margin (1) | 31.50% | 33.95% |
Performance Goal | Threshold $ (dollars in thousands) | Target $ (dollars in thousands) | Maximum $ (dollars in thousands) | 2025 Actual Achievement (dollars in thousands) | Payout % of Target Bonus | |||||
Revenue | $810,000 | $830,000 - $835,000 | $870,000 | $796,853 | —% |
_____________________________
(1) We generally define Adjusted EBITDA for a particular period as net income or loss before interest, taxes, depreciation and amortization, and as further
adjusted, as applicable, for acquisition related expenses, stock-based compensation expense, payroll tax expense related to stock-based compensation,
loss on extinguishment of debt, financing related expenses, loss on operating lease assets, restructuring related expenses, legal settlement expenses,
gain on sale of business and other income or expense. These excluded items are either non-cash charges or such that we believe do not represent our
underlying core operating performance and that their exclusion provides investors with a better understanding of the factors and trends affecting our
business. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of Adjusted Revenue.
Based on our actual performance and recommendation of our Compensation Committee, our Board did not approve bonus
payments for Ms. Barnes nor Messrs. McGinnis and Bezdek.
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Mr. Nabiey
As mentioned above, Mr. Nabiey was eligible to earn a cash incentive bonus under the 2025 bonus plan and pre-established
individual performance goals set by his direct manager, Mr. McGinnis, weighted 75% and 25% respectively.
While the Company did not meet the 2025 revenue corporate performance goal threshold, resulting in no payout, our Board
approved a discretionary payout equal to 70% of the 75% portion of Mr. Nabiey’s bonus tied to corporate performance.
Mr. Nabiey’s pre-established individual performance goals were qualitative in nature and related to (i) issuing accurate,
reliable, and timely periodic reports, receiving unqualified opinions on related audits and reviews, and maintaining tax
compliance across the organization, (ii) developing the Company's financial infrastructure to support various business units
with analytics and actionable insights enhancing the Company's control environment, (iii) maintaining an effective control
environment as evidenced by an unqualified opinion on internal controls, (iv) efficiently and effectively coordinating with the
Audit and Risk Committee, and (v) supporting activities across investor relations, treasury/capital markets, and financial
planning and analysis matters. Achievement of Mr. Nabiey’s individual performance bonus could range from 0% to 150% of
his target bonus, with the actual bonus amount paid to Mr. Nabiey based on Mr. Nabiey’s achievement of his individual
performance goals, as determined by Mr. McGinnis. During calendar year 2025, Mr. Nabiey achieved 100% of the individual
performance target bonus for his contributions and achievements.
Based on our actual performance and recommendation of our Compensation Committee, our Board approved the following
2025 payouts for Mr. Nabiey:
2025 Payout Based on Actual Achievements | ||||||||||
Threshold | Target | Maximum | % | $ | ||||||
2025 corporate performance goals | $52,084 | $104,168 | $156,252 | —% | $— | |||||
2025 individual performance goals | $— | $34,722 | $52,083 | 100% | $34,722 | |||||
Discretionary bonus | $— | $— | $— | N/A | $72,918 | |||||
$52,084 | $138,890 | $208,335 | $107,640 | |||||||
The actual cash incentive bonuses earned by Mr. Nabiey with respect to 2025 is set forth below in the Summary
Compensation Table. In accordance with SEC rules, the discretionary bonus is set forth in the column entitled "Bonus" and
the portion of the bonus based on achievement of individual performance goals is set forth in the column entitled “Non-
Equity Incentive Plan Compensation.” Messrs. Wagner and Voermann were not employed at the time 2025 bonuses were
paid and therefore did not receive a 2025 bonus.
Ms. Barnes and Mr. McGinnis Signing Bonus
Under their respective employment agreements with the Company, Ms. Barnes and Mr. McGinnis each received a one-time
cash payment of $550,000 and $250,000, respectively. In the event that the executive's employment had been terminated
prior to the first anniversary of his or her employment start date (other than due to the executive's death or "disability," by the
Company without "cause" or by the executive for "good reason" (each, as defined in the applicable employment agreement),
the executive would have been required to repay the unearned portion of the signing bonus on a pro-rata basis to reflect
time employed through the first anniversary of the employment start date.
Ms. Barnes, Messrs. McGinnis and Nabiey Retention Bonus
In December 2025, the Company entered into Retention Bonus Agreements with Ms. Barnes and Mr. McGinnis. Pursuant to
their respective Retention Bonus Agreements, Ms. Barnes and Mr. McGinnis received cash retention bonuses in the
amounts of $2,000,000 and $1,000,000, respectively (the “Retention Bonuses”) in December 2025. The Retention Bonuses
are subject to repayment if the executive’s employment is terminated either (a) by the executive without “good reason” or (b)
by the Company for “cause” (each, as defined in the Retention Bonus Agreements), as follows: (i) 100% of the after-tax
amount of the Retention Bonus if such termination occurs on or prior to December 31, 2026 or (ii) 50% of the after-tax
amount of the Retention Bonus if such termination occurs on or after January 1, 2027 but prior to December 31, 2027.
Under the Retention Bonus Agreements, Ms. Barnes and Mr. McGinnis forfeited their rights to any payment under the
Company’s 2025 bonus plan or any Company annual cash incentive or discretionary bonus program applicable to all or a
portion of 2025. The Retention Bonuses were approved after considering the critical importance of leadership continuity
including its ongoing strategic repositioning and operational objectives. Although the Company did not achieve its annual
corporate performance goals for the year, the Board determined that maintaining stability in these roles remained essential
to positioning the Company for future performance and successful execution of its long-term strategic initiatives.
Mr. Nabiey received a retention bonus in the amount of $30,000, which was paid to him upon completion of the retention
period that began on April 8, 2025 and ended on October 15, 2025.
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Equity Compensation
We view equity-based compensation as a critical component of our executive compensation program. Equity-based
compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued
growth and development of our business and aligns the interests of our executives with our stockholders. Our Compensation
Committee believes it is essential to provide equity-based compensation to our executive officers in order to link the
interests and risks of our executive officers with those of our stockholders, reinforcing our commitment to ensuring a strong
linkage between company performance and pay.
We historically have used restricted stock units and stock option awards as the primary incentives for long-term
compensation to our named executive officers. Generally, the equity we grant vests in equal quarterly installments over four
years, typically following a one-year cliff for new hires, subject to the employee’s continued service with us on the vesting
date. We maintain the 2020 Plan as the vehicle pursuant to which we may grant equity incentive compensation to our
named executive officers. Prior to our IPO, we maintained the Fifth Amended and Restated 2015 Equity Incentive Plan (the
“2015 Plan”), under which some of our named executive officers have been granted equity incentive compensation.
2025 Equity Grants
The Compensation Committee considered market data provided by Pay Governance in determining its grant of equity
awards to certain of our named executive officers in 2025. The Compensation Committee determines the amounts and form
of equity awards granted to each of our named executive officers after considering individual performance, roles and
responsibilities of such named executive officer, competitive factors, vested and unvested value of the equity awards held by
such named executive officer, and timing of prior equity awards granted. In addition, the size of the new hire awards are
established through negotiation at the time when named executive officers are hired, taking into account factors such as
market data for the position for which the individual is being considered, the individual's qualifications, and prior experience.
During 2025, the Board approved equity grants in the form of stock option awards and RSU awards to Ms. Barnes, Messrs.
McGinnis and Nabiey. The target values for the stock options and RSUs awarded in 2025 to our named executive officers
are as follows:
Named Executive Officer | 2025 Equity | ||||
Stock Options (1) | Restricted Stock Units | ||||
Wendy Barnes | $9,000,000 | $11,000,000 | (2) | ||
Christopher McGinnis | $3,500,000 | $3,500,000 | (2) | ||
Romin Nabiey | $375,000 | $375,000 | (3) | ||
_______________________________________
(1)The number of shares underlying each stock option was calculated based on the Black-Scholes fair value on the date our Board approved the grants.
(2)The number of RSUs underlying each award was calculated based on the 20-day average of our closing stock price preceding the date our Board
approved the grants. As such, the dollar-denominated value set forth in this table may be different from the grant-date fair value of the RSU award
disclosed in our Summary Compensation Table later in this proxy statement.
(3)The number of RSUs underlying the award was calculated based on the 30-day average of our closing stock price preceding the date our Board approved
the grants. As such, the dollar-denominated value set forth in this table may be different from the grant-date fair value of the RSU award disclosed in our
Summary Compensation Table later in this proxy statement.
For Ms. Barnes, the stock options and $9,000,000 of the RSUs vest 25% on January 15, 2026 and the remaining 75% vest
in substantially equal quarterly installments over the following three years, subject to her continued employment through the
applicable vesting date. The remaining $2,000,000 in RSUs vest 50% on January 15, 2026 and the remaining 50% vest in
substantially equal quarterly installments over the following two years, subject to her continued employment through the
applicable vesting date. For Mr. McGinnis, the stock options and RSUs vest 25% on February 15, 2026 and the remaining
75% vest in substantially equal quarterly installments over the following three years, subject to his continued employment
through the applicable vesting date. For Mr. Nabiey, the stock option and RSU awards were scheduled to vest in
substantially equal quarterly installments over sixteen quarters beginning on May 15, 2025, subject to his continued
employment through the applicable vesting date; however, he will forfeit the unvested portions of those awards in connection
with his separation in June 2026.
Mr. Voermann was not eligible to receive equity awards in 2025 because he departed from the Company in January 2025.
Messrs. Bezdek and Wagner transitioned from their roles as executive officers of the Company to non-employee directors
during 2025 and received equity awards in connection with their roles as non-employee directors. For a discussion of their
equity awards, see “Director Compensation” below.
Other Elements of Compensation
Retirement Plans
We currently maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who
satisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) plan on the same
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terms as other full-time employees. The Internal Revenue Code allows eligible employees to defer a portion of their
compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. Currently, we match
contributions made by participants in the 401(k) plan up to a specified percentage of the employee contributions, and these
matching contributions are fully vested as of the date on which the contribution is made. We believe that providing a vehicle
for tax-deferred retirement savings through our 401(k) plan, and making fully vested matching contributions, adds to the
overall desirability of our executive compensation package and further incentivizes our employees, including our named
executive officers, in accordance with our compensation philosophy. Each named executive officer participating in the 401(k)
plan received Company-paid matching contributions in 2025.
Employee Benefits and Perquisites
Health/Welfare Plans. All of our full-time employees, including our named executive officers, are eligible to participate in our
health and welfare plans, including:
•medical, dental and vision benefits;
•medical and dependent care flexible spending accounts;
•short-term and long-term disability insurance; and
•life insurance.
From time to time, certain of our named executive officers may receive reimbursement of relocation, professional
organization dues, commuting expenses, participation in wellness programs, cell phone allowance, gifts, commuting
expenses and/or legal fees. We believe the perquisites described above are necessary and appropriate to provide a
competitive compensation package to our named executive officers.
Limited Tax Gross-Ups
In 2025, we made two gross-up payments to Ms. Barnes in the amount to cover personal income taxes incurred in
connection with corporate gifts and legal fees. Otherwise, we have not made significant gross-up payments to cover any
other of our named executive officers’ personal income taxes that may pertain to any of the compensation paid or provided
by our Company.
Severance and Change in Control Arrangements
In 2025, we were party to employment agreements or offer letters with certain of our named executive officers, which
provide for severance benefits and payments upon certain qualifying terminations of employment, including in connection
with a "change in control" of the Company. Additional information regarding the employment agreements and offer letters is
set forth in “Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table.”
We believe that the severance provisions help to ensure the day-to-day stability necessary to enable our named executive
officers to properly focus their attention on their duties and responsibilities with us and provide security regarding some of
the most uncertain events relating to continued employment, thereby limiting concern and uncertainty and promoting
productivity. A detailed description of the severance provisions applicable to our named executive officers, as well as
information on the estimated payments and benefits that our named executive officers would have been eligible to receive
as of December 31, 2025, are set forth in “Potential Payments Upon Termination or Change in Control.”
In connection with the termination of Mr. Voermann’s employment in 2025, Mr. Voermann was entitled to receive the
separation payments and benefits under his separation agreement. A description of the separation payments and benefits
for Mr. Voermann is included below in “Potential Payments Upon Termination or Change in Control.”
Additional Compensation Components
In the future, we may provide different and/or additional compensation components, benefits and/or perquisites to our
named executive officers to ensure that we provide a balanced and competitive compensation structure. We believe that it is
important to maintain flexibility to adapt our compensation structure to properly attract, motivate and retain the top executive
talent for which we compete, as well as to reflect current market and global conditions. All future practices regarding
compensation components, benefits and/or perquisites will be subject to periodic review by our Compensation Committee.
2026 Compensation Decisions
Increase to Base Salary
In March 2026, the Board approved a base salary increase from $350,000 to $362,250 for Mr. Nabiey, effective February 16,
2026. Such compensation changes were made in response to market competitive factors based on market compensation
analyses reviewed by the Compensation Committee.
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2026 Cash Incentive Program
In March 2026, the Compensation Committee approved an annual performance-based cash bonus program that includes
most employees, including Ms. Barnes and Messrs. McGinnis and Nabiey. The program provides such individuals with a
cash bonus opportunity based on (1) the Company’s achievement of Adjusted EBITDA Margin and pre-established revenue
goals for 2026, and, for some employees (2) achievement of individual goals. Similar to our 2025 bonus plan, if we achieve
the target levels of performance for both measures during 2026, the payout percentage for Company performance will be
100%. We must achieve the threshold performance of either Adjusted EBITDA Margin or our revenue goal in order for the
payout percentage to exceed zero. If we exceed target levels, the Company performance percentage may reach a maximum
of 180%.
2026 Equity Grants
In March 2026, based on our Compensation Committee's recommendation, the Board approved granting performance-
based RSUs (“PSUs”) to certain employees, including our named executive officers. The PSUs vest annually over three
years based on achievement of certain revenue goals. Ms. Barnes was granted a target of $3,000,000 in PSUs and
$3,000,000 in RSUs, Mr. McGinnis was granted a target of $1,000,000 in PSUs and $1,000,000 in RSUs, and Mr. Nabiey
was granted a target of $81,250 in PSUs and $243,750 in RSUs.
Other Matters
As a general practice, our Compensation Committee does not grant stock options or similar awards in anticipation of the
release of material nonpublic information that is likely to result in changes to the price of our common stock and the
Company does not time the public release of such information based on stock option grant dates. In the event material
nonpublic information becomes known to the Compensation Committee before granting an equity-based compensation
award, the Compensation Committee will consider such information and use its business judgment to determine whether to
delay the grant of equity to avoid any appearance of impropriety. Additionally, it is our general practice not to grant stock or
similar awards (i) outside of “trading windows” established in accordance with our Insider Trading Compliance Policy; or (ii)
at any time during the four business days prior to or the one business day following the filing of our periodic reports or the
filing or furnishing of a Form 8-K that discloses material nonpublic information. The foregoing restrictions do not apply to
RSUs or other types of equity awards that do not include an exercise price related to the market price of our common stock
In addition, our board of directors, executive officers and employees are not permitted to choose the grant date applicable to
their individual equity awards. Annual grants (excluding one-time awards that may be made in unique circumstances, such
as upon joining the Company or as a retention incentive) for executive officers and employees are generally approved by the
Board or Compensation Committee during the first quarter of each fiscal year and which has historically occurred during an
open trading window.
In accordance with these practices, during the fiscal year ended December 31, 2025, none of our named executive officers
were awarded stock options with an effective grant date during any period beginning four business days before the filing or
furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information and ending one business
day after the filing or furnishing of such reports. During Fiscal 2025, we have not timed the disclosure of material nonpublic
information for the purpose of affecting the value of executive compensation.
Effective as of October 2, 2023, our Compensation Committee adopted a clawback policy that provides that we will recover
any incentive-based compensation (whether cash or equity) received during the period of time specified in the policy by any
current or former executive officer (as defined in Rule 10D-1(d) of the Exchange Act) which was predicated upon achieving
certain financial results that were subsequently the subject of an accounting restatement. Under the policy, we will, subject
to limited exceptions, recover from such executive officer(s) the amount by which the executive officer’s incentive
compensation for the relevant period exceeded the amount that would have been received by such executive officer based
on the restated financial results. The policy applies regardless of whether the applicable executive officer engaged in
misconduct or otherwise caused or contributed to the requirement for the restatement.
Stock Ownership Guidelines
In order to align our directors’ and executive officers’ interests with those of our stockholders, we have adopted stock
ownership guidelines, which require that, during their respective tenures, our compensated directors, executive officers who
are designated as “officers,” as defined in Rule 16a-1(f) of the Exchange Act, and other designated executives maintain
ownership of Qualifying Shares (as defined below) with an aggregate market value as set forth below:
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Title | Minimum Required Ownership | |
Non-employee Directors | 5 X annual base cash retainer | |
Chief Executive Officer and Founders | 5 X annual base salary | |
Chief Financial Officer | 3 X annual base salary | |
Chief Accounting Officer | 1 X annual base salary | |
Other designated executives | 2 X annual base salary |
Each individual covered by the stock ownership guidelines ("Covered Individual") must comply with the applicable minimum
ownership requirement by the later of (i) January 11, 2028, the fifth anniversary of the effective date of the stock ownership
guidelines, and (ii) the fifth anniversary of the date that such individual became a Covered Individual (such period, the
“Transition Period”).
The annual base salary or annual base cash retainer used to calculate the minimum ownership requirement is based on the
salary or retainer in place on the last day of the fiscal year in which the individual’s Transition Period ends. The minimum
ownership requirement may be satisfied by ownership of (i) shares of Common Stock, (ii) vested (and earned), but unsettled
or deferred restricted stock units and performance-based stock units and (iii) any other shares of Common Stock owned by
the covered individual’s immediate family members residing in the same household, held in trust for the benefit of the
covered individual or his or her immediate family or otherwise beneficially owned by such covered individual (collectively,
“Qualifying Shares”). For the avoidance of doubt, any unvested awards are not considered Qualifying Shares. In determining
whether a Covered Individual has achieved his or her minimum ownership requirement, the market value of each share of
Qualifying Shares is calculated based on the closing price of our Class A common stock as of the last trading day of our
then-current fiscal year in which the Transition Period ends. A Covered Individual will be deemed to have remained in
compliance with the stock ownership guidelines if the number of Qualifying Shares held by such Covered Individual as of the
last day of each future fiscal year following such individual’s first year of required compliance is not less than the minimum
number of Qualifying Shares that such individual was required to hold as of the last day of the fiscal year in which such
individual’s Transition Period ends.
The Board, or any committee designated by the Board, may, at its discretion, assess the circumstances of any Covered
Individual and may decide to waive one or more requirements set forth in the stock ownership guidelines due to hardship or
other personal circumstances that may require such deviation or waiver.
Section 409A of the Internal Revenue Code
Section 409A of the Internal Revenue Code requires that “nonqualified deferred compensation” be deferred and paid under
plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of
payments and certain other matters. Failure to satisfy these requirements can expose employees and other service
providers to accelerated income tax liabilities, penalty taxes and interest on their vested compensation under such plans.
Accordingly, as a general matter, it is our intention to design and administer our compensation and benefits plans and
arrangements for all of our employees and other service providers, including our named executive officers, so that they are
either exempt from, or satisfy the requirements of, Section 409A of the Internal Revenue Code.
Section 280G of the Internal Revenue Code
Sections 280G and 4999 of the Internal Revenue Code provide that certain executive officers and other service providers
who are highly compensated or hold significant equity interests may be subject to an excise tax if they receive payments or
benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that we, or a
successor, may forfeit a tax deduction on the amounts subject to this additional tax. While the Compensation Committee
may take the potential forfeiture of such tax deduction into account when making compensation decisions, it will award
compensation that it determines to be consistent with the goals of our executive compensation program even if such
compensation is not deductible by us. We do not provide any tax gross-ups to cover excise taxes under Section 4999 in
connection with a change in control.
Section 162(m) of the Internal Revenue Code
Section 162(m) of the Internal Revenue Code disallows a tax deduction to public companies for compensation in excess of
$1 million paid to “covered employees”, which generally includes all named executive officers. While the Compensation
Committee may take the deductibility of compensation into account when making compensation decisions, the
Compensation Committee will award compensation that it determines to be consistent with the goals of our executive
compensation program even if such compensation is not deductible by us.
Accounting for Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with the requirements of Accounting Standards
Codification (“ASC”) Topic 718, Compensation - Stock Compensation. The Company also takes into consideration ASC
35
Topic 718 and other generally accepted accounting principles in determining changes to policies and practices for its stock-
based compensation programs.
36
COMPENSATION COMMITTEE REPORT |
This Compensation Committee report does not constitute soliciting material and shall not be deemed filed, incorporated by
reference into or a part of any filing made by the Company under the Securities Act or the Exchange Act, notwithstanding
any general statement contained in any such filing incorporating this proxy statement by reference, except to the extent we
incorporate such report by specific reference.
The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis with the management of
the Company. Based on this review and these discussions, we have recommended to the Board of Directors that the
Compensation Discussion and Analysis be included in this proxy statement.
The preceding report has been furnished by the following members of the Compensation Committee:
Christopher Adams
Agnes Rey-Giraud
Scott Wagner
37
SUMMARY COMPENSATION TABLE |
The following table sets forth information concerning the compensation of our named executive officers for fiscal years 2025,
2024 and 2023, as well as their positions for 2025:
Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | ||||||||
Wendy Barnes | 2025 | 825,000 | 2,550,000 | 10,921,182 | 9,000,000 | — | 71,301 | 23,367,483 | ||||||||
Chief Executive Officer & President | ||||||||||||||||
Christopher McGinnis | 2025 | 454,808 | 1,250,000 | 3,474,923 | 3,499,997 | — | 19,188 | 8,698,916 | ||||||||
Chief Financial Officer & Treasurer | ||||||||||||||||
Romin Nabiey | 2025 | 347,250 | 102,918 | 379,718 | 374,999 | 34,722 | 17,061 | 1,256,668 | ||||||||
Chief Accounting Officer and Former | 2024 | 326,627 | 286 | 257,870 | 249,997 | 98,520 | 9,303 | 942,603 | ||||||||
Interim Chief Financial Officer | 2023 | 311,250 | 55 | 1,120,395 | 1,000,000 | 140,000 | 12,187 | 2,583,887 | ||||||||
Scott Wagner | 2025 | 42,788 | — | 758,886 | — | — | 55,106 | 856,780 | ||||||||
Former Interim Chief Executive Officer | 2024 | 750,000 | 750,212 | 3,902,298 | 3,999,996 | 363,969 | 997 | 9,767,472 | ||||||||
2023 | 511,538 | 219 | — | 9,632,100 | — | 669 | 10,144,526 | |||||||||
Karsten Voermann | 2025 | 22,212 | — | — | 251,805 | — | 6,239 | 280,256 | ||||||||
Former Chief Financial Officer | 2024 | 450,000 | 443 | 2,578,753 | 2,499,997 | 272,070 | 35,338 | 5,836,601 | ||||||||
2023 | 450,000 | 163,105 | — | — | 242,208 | 46,929 | 902,242 | |||||||||
Trevor Bezdek | 2025 | 416,667 | 169 | 466,593 | — | — | 88,179 | 971,608 | ||||||||
Co-Chairman of the Board | 2024 | 500,000 | 398 | — | — | 302,300 | 51,220 | 853,918 | ||||||||
2023 | 500,000 | 250 | — | — | 269,120 | 42,158 | 811,528 |
_______________________________________
(1)Set forth below is a breakdown of Bonuses for 2025:
Name | Sign-On Bonus ($) | Retention Bonus ($) | Discretionary Bonus ($) | Total ($) | ||||
Wendy Barnes | 550,000 | 2,000,000 | — | 2,550,000 | ||||
Christopher McGinnis | 250,000 | 1,000,000 | — | 1,250,000 | ||||
Romin Nabiey | — | 30,000 | 72,918 | 102,918 |
(2)Amounts reflect the aggregate grant date fair value of RSUs and stock options granted to our named executive officers, computed in accordance with the
provisions of ASC Topic 718, Compensation - Stock Compensation. These amounts do not reflect the actual economic value that will be realized by the
employee upon the vesting, settlement or exercise of the stock option and/or stock award. The assumptions that we used to calculate these amounts are
discussed in Note 15 to our audited consolidated financial statements for the fiscal year ended December 31, 2025 included in our Annual Report on Form
10-K filed with the SEC on February 26, 2026. For Messrs. Wagner and Bezdek, the amounts include the aggregate grant date fair value of RSUs granted
to the executive in respect of their 2025 service on our Board following their respective terminations of employment. For Mr. Voermann, the amount
reflects the incremental fair value of $251,805 resulting from a grant modification related to the extension of the post-termination exercise period for his
vested options in connection with his departure from the Company.
(3)Amounts for 2025 represent payments earned by Mr. Nabiey for his individual performance objectives for the applicable year. Please see the description
of the 2025 annual cash incentive program under “2025 Annual Cash Incentive Program” in the CD&A above.
(4)Set forth below is a breakdown of All Other Compensation for 2025:
Name | 401(k) Plan Matching ($) | Cell Phone Allowance ($) | Tax Gross- Ups ($) | Corporate Gifts ($) | Legal Fees Reimburse ment ($)(a) | Health Care Premium ($) | Director Compensation ($) (b) | Professional Organization Dues ($) | Commuting Expense ($) | 2024 401(k) Plan Matching ($) (c) | Wellness Program ($) | Total ($) | ||||||||||||
Wendy Barnes | 14,000 | 780 | 12,579 | 2,645 | 26,297 | — | — | 15,000 | — | — | — | 71,301 | ||||||||||||
Christopher McGinnis | 14,000 | 715 | 1,895 | 2,578 | — | — | — | — | — | — | — | 19,188 | ||||||||||||
Romin Nabiey | 12,173 | 780 | 153 | 264 | — | — | — | — | — | 3,375 | 316 | 17,061 | ||||||||||||
Scott Wagner | — | 65 | — | — | — | — | 55,041 | — | — | — | — | 55,106 | ||||||||||||
Karsten Voermann | — | 65 | 1,575 | 3,598 | — | — | — | — | 1,001 | — | — | 6,239 | ||||||||||||
Trevor Bezdek | 14,000 | 650 | 95 | — | — | 282 | 18,640 | 46,545 | — | 7,967 | — | 88,179 |
_______________________________________
(a)Represents reimbursement of legal fees in connection with the negotiation of Ms. Barnes' employment agreement.
(b)Following their terminations of employment in 2025, each of Messrs. Wagner and Bezdek became eligible to participate in our director compensation
program in respect of their service on our Board as non-employee directors. Accordingly, for Messrs. Wagner and Bezdek, the amounts include the pro-
38
rated annual cash fees earned by the executive under our director compensation program in 2025. In addition, Mr. Wagner deferred 100% of his prorated
annual cash Board retainers and committee fees under our Deferred Compensation Plan. The number of deferred stock units ("DSU") underlying the
award was determined by dividing the value by the average closing price for the Company’s Class A common stock over the 30 calendar days preceding
the grant date. DSUs are payable in shares of Company's Class A common stock on the earlier of (i) elected distribution date, (ii) Separation from Service;
(iii) a Change in Control; (iv) death; or (v) Disability (each, as defined under the Deferred Compensation Plan). For a description of the Deferred
Compensation Plan, see the section below entitled, “Director Compensation—Deferred Compensation Plan for Directors.”
(c)Includes 401(k) "true up" amounts related to 2024 (but received in 2025) for Messrs. Nabiey and Bezdek for which the amounts are not included in the "All
Other Compensation" column of the 2024 Summary Compensation Table.
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Grants of Plan-Based Awards Table - Fiscal Year 2025 |
The following table sets forth information regarding grants of plan-based awards made to each named executive officer
during the fiscal year ended December 31, 2025.
Name | Grant Date | Approval Date | Estimated Possible Payouts Under Non- Equity Incentive Plan Awards (1) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Options Awards (2) ($) | |||||||||||||
Threshold ($) | Target ($) | Maximum ($) | ||||||||||||||||||
Wendy Barnes | N/A | 412,500 | 825,000 | 1,237,500 | ||||||||||||||||
3/3/2025 | 12/12/2024 | — | — | — | 1,842,374 | — | — | 8,935,514 | ||||||||||||
3/3/2025 | 12/12/2024 | — | — | — | 409,916 | — | — | 1,985,668 | ||||||||||||
3/3/2025 | 12/12/2024 | — | — | — | — | 2,828,232 | 4.85 | 9,000,000 | ||||||||||||
Christopher McGinnis | N/A | 227,404 | 454,808 | 682,212 | ||||||||||||||||
3/3/2025 | 2/4/2025 | — | — | — | 716,479 | 3,474,923 | ||||||||||||||
3/3/2025 | 2/4/2025 | — | — | — | 1,096,937 | 4.85 | 3,499,997 | |||||||||||||
Romin Nabiey | N/A | 52,084 | 138,890 | 208,335 | — | — | — | — | ||||||||||||
3/5/2025 | 3/5/2025 | — | — | — | 76,866 | — | — | 379,718 | ||||||||||||
3/5/2025 | 3/5/2025 | — | — | — | — | 114,507 | 4.94 | 374,999 | ||||||||||||
Scott Wagner | N/A | — | — | — | — | — | — | — | (3) | |||||||||||
1/21/2025 | 1/21/2025 | — | — | — | 19,217 | — | — | 90,512 | (4) | |||||||||||
1/21/2025 | 1/21/2025 | — | — | — | 94,182 | — | — | 443,597 | (4) | |||||||||||
6/3/2025 | 6/3/2025 | — | — | — | 57,050 | — | — | 224,777 | (4) | |||||||||||
Karsten Voermann | N/A | — | — | — | — | — | — | — | (3) | |||||||||||
1/10/2025 | — | — | — | — | 342,500 | 6.84 | 342,500 | (5) | ||||||||||||
1/10/2025 | — | — | — | — | 128,949 | 7.22 | 128,949 | (5) | ||||||||||||
Trevor Bezdek | N/A | 208,334 | 416,667 | 625,001 | — | — | — | — | ||||||||||||
11/2/2025 | 11/2/2025 | — | — | — | 33,530 | — | — | 112,996 | (6) | |||||||||||
11/2/2025 | 11/2/2025 | — | — | — | 104,925 | — | — | 353,597 | (6) | |||||||||||
_______________________________________
(1)Amounts reflect the threshold, target and maximum payouts under our 2025 bonus plan and for Mr. Nabiey, includes an individual bonus plan for 2025.
Additional information regarding our 2025 bonus plan and Mr. Nabiey’s individual bonus plan is set forth in "2025 Annual Cash Incentive Program."
(2)Amounts reflect the aggregate grant date fair value of RSUs and stock options granted to our named executive officers, computed in accordance with the
provisions of ASC Topic 718, Compensation - Stock Compensation. These amounts do not reflect the actual economic value that will be realized by the
employee upon the vesting, settlement or exercise of the stock option and/or stock award. The assumptions that we used to calculate these amounts are
discussed in Note 15 to our audited consolidated financial statements for the fiscal year ended December 31, 2025 included in our Annual Report on Form
10-K filed with the SEC on February 26, 2026.
(3)Messrs. Wagner and Voermann were not employed at the time when our Compensation Committee approved the 2025 bonus plan and therefore were not
entitled to, and did not receive, a bonus payment for 2025.
(4)Amount reflects the aggregate grant date fair value of the RSU awards granted to Mr. Wagner in respect of his service on our Board in 2025 following his
termination of employment. Mr. Wagner deferred 100% of this award under our Deferred Compensation Plan, as discussed further below.
(5)Amount reflects the incremental fair value resulting from a grant modification related to the extension of the post-termination exercise period for Mr.
Voermann's vested stock options in connection with his departure from the Company.
(6)Amount reflects the aggregate grant date fair value of the RSU award granted to Mr. Bezdek in respect of his service on our Board in 2025 following his
termination of employment.
40
NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE |
Wendy Barnes 2024 Employment Agreement and 2025 Retention Bonus Agreement
In December 2024, the Company’s subsidiary, GoodRx, Inc. entered into an employment agreement with Ms. Barnes, our
Chief Executive Officer & President, effective as of January 1, 2025 (the "Barnes Employment Agreement"). The Barnes
Employment Agreement provides for at-will employment and for (i) an annual base salary of $825,000; and (ii) eligibility to
participate in the health and welfare benefit plans and programs maintained by GoodRx for the benefit of its employees and
certain other perquisites. In addition, Ms. Barnes is eligible to earn an annual cash incentive bonus targeted at 100% of her
base salary, which bonus is payable based on the achievement of individual and/or Company performance goals
established by the Board or a committee thereof; any such bonus payment will be contingent upon Ms. Barnes’ continued
employment through the last day of the applicable calendar year.
In addition, Ms. Barnes received a one-time cash payment of $550,000 (the “Barnes Signing Bonus”). In the event that Ms.
Barnes’ employment is terminated prior to January 1, 2026 (other than due to her death or “disability,” by us without “cause”
or by Ms. Barnes for “good reason” (each, as defined in the Barnes Employment Agreement)), Ms. Barnes will be required to
repay the unearned portion of the Barnes Signing Bonus on a pro-rata basis to reflect time employed through the first
anniversary of her employment start date.
Pursuant to the Barnes Employment Agreement, in March 2025, Ms. Barnes was granted (i) a RSU award having an
aggregate value of $9,000,000 (the “Initial Barnes RSU Award”), (ii) a stock option having an aggregate value of $9,000,000
(the “Initial Option”) and (iii) an additional RSU award having an aggregate value of $2,000,000 (the “Additional Barnes RSU
Award”).The number of shares of the Company’s Class A common stock subject to the Initial Barnes RSU Award and
Additional Barnes RSU Award was based on the closing share price over the last 20 trading days preceding the applicable
grant date. The number of shares of the Company’s Class A common stock subject to the Initial Option was determined
based on the per share Black-Scholes valuation as of the applicable grant date. The Initial Barnes RSU Award and Initial
Option vests with respect to 25% of the shares subject to the awards on January 15, 2026, and as to 1/16 of the shares
subject to the award on each quarterly anniversary thereafter, subject to Ms. Barnes’ continued employment through the
applicable vesting date. The Additional Barnes RSU Award vests with respect to 50% of the shares subject to the Additional
Barnes RSU Award on January 15, 2026, and as to 1/8th of the shares subject to the Additional Barnes RSU Award on each
quarterly anniversary thereafter, subject to Ms. Barnes’ continued employment through the applicable vesting date. The
Initial Option will be exercisable in whole or in part at any time prior to its termination or expiration, whether or not then-
vested.
The Barnes Employment Agreement also entitles Ms. Barnes to certain severance payments and benefits upon a qualifying
termination of employment, subject to her execution and non-revocation of a general release of claims. For a discussion of
the payments and other benefits to which Ms. Barnes is entitled in the event of certain qualifying terminations, see "Potential
Payments Upon Termination or Change-in-Control" below.
Ms. Barnes is also subject to a non-disparagement provision in the Barnes Employment Agreement, as well as the terms
and conditions of a proprietary information and invention assignment agreement containing confidentiality, intellectual
property assignment, non-competition, non-solicitation and other protective covenants.
Additionally, pursuant to the Retention Bonus Agreement by and between Ms. Barnes and GoodRx, Inc. dated December 9,
2025, Ms. Barnes received a retention bonus in the amount of $2,000,000. The letter agreement provided that the retention
bonus is subject to repayment if Ms. Barnes' employment is terminated either (a) by the executive without “good reason” or
(b) by the Company for “cause” (each, as defined in the Retention Bonus Agreements), as follows: (i) 100% of the after-tax
amount of the Retention Bonus if such termination occurs on or prior to December 31, 2026 or (ii) 50% of the after-tax
amount of the Retention Bonus if such termination occurs on or after January 1, 2027 but prior to December 31, 2027.
Under Ms. Barnes' Retention Bonus Agreement, Ms. Barnes forfeited her rights to any payment under the Company’s 2025
bonus plan or any Company annual cash incentive or discretionary bonus program applicable to all or a portion of 2025.
Christopher McGinnis 2025 Employment Agreement and 2025 Retention Bonus Agreement
In February 2025, the Company’s subsidiary, GoodRx, Inc. entered into an employment agreement with Mr. McGinnis, our
current Chief Financial Officer & Treasurer, effective as of February 4, 2025 (the "McGinnis Employment Agreement"). The
McGinnis Employment Agreement provides for at-will employment and for (i) an annual base salary of $500,000; and (ii)
eligibility to participate in the health and welfare benefit plans and programs maintained by GoodRx for the benefit of its
employees and certain other perquisites. In addition, Mr. McGinnis is eligible to earn an annual cash incentive bonus
targeted at 100% of his base salary, which bonus is payable based on the achievement of individual and/or Company
performance goals established by the Board or a committee thereof; any such bonus payment will be contingent upon Mr.
McGinnis’ continued employment through the applicable payment date.
In addition, Mr. McGinnis received a one-time cash payment of $250,000 (the “McGinnis Signing Bonus”). In the event that
Mr. McGinnis’ employment is terminated prior to February 4, 2026 (other than due to his death or “disability,” by us without
“cause” or by Mr. McGinnis for “good reason” (each, as defined in the McGinnis Employment Agreement), Mr. McGinnis will
41
be required to repay the unearned portion of the McGinnis Signing Bonus on a pro-rata basis to reflect time employed
through February 4, 2026.
Pursuant to the McGinnis Employment Agreement, in March 2025, Mr. McGinnis was granted (i) an RSU award having an
aggregate value of $3,500,000 and (ii) a stock option award having an aggregate value of $3,500,000. The number of
shares of the Company’s Class A common stock subject to the RSU award was determined based on the closing share price
over the last 20 trading days preceding the applicable grant date. The number of shares of the Company’s Class A common
stock subject to the stock option award was determined based on the per share Black-Scholes valuation as of the applicable
grant date. The awards vest (and become exercisable, as applicable) with respect to 25% of the shares subject to the
respective awards on February 15, 2026, and as to 1/16 of the shares subject to the award on each quarterly anniversary
thereafter, subject to Mr. McGinnis’ continued employment through the applicable vesting date.
Pursuant to the McGinnis Employment Agreement, Mr. McGinnis is a Tier 1 Participant in the Company’s Executive
Severance Plan effective as of February 4, 2025. For a discussion of the payments and other benefits to which Mr. McGinnis
is entitled in the event of certain qualifying terminations, see “Potential Payments Upon Termination or Change-in-Control”
below.
Mr. McGinnis is also subject to a non-disparagement provision in the McGinnis Employment Agreement, as well as the terms
and conditions of a proprietary information and invention assignment agreement containing confidentiality, intellectual
property assignment, non-competition, non-solicitation and other protective covenants.
Additionally, pursuant to the Retention Bonus Agreement by and between Mr. McGinnis and GoodRx, Inc. dated December
9, 2025, Mr. McGinnis received a retention bonus in the amount of $1,000,000. The letter agreement provided that the
retention bonus is subject to repayment if Mr. McGinnis' employment is terminated either (a) by the executive without “good
reason” or (b) by the Company for “cause” (each, as defined in Mr. McGinnis' Retention Bonus Agreements), as follows: (i)
100% of the after-tax amount of the Retention Bonus if such termination occurs on or prior to December 31, 2026 or (ii) 50%
of the after-tax amount of the Retention Bonus if such termination occurs on or after January 1, 2027 but prior to December
31, 2027. Under Mr. McGinnis' Retention Bonus Agreement, Mr. McGinnis forfeited his rights to any payment under the
Company’s 2025 bonus plan or any Company annual cash incentive or discretionary bonus program applicable to all or a
portion of 2025.
Romin Nabiey 2017 Offer Letter and 2025 Retention Bonus Letter
On March 22, 2017, GoodRx, Inc. entered into an employment offer letter with Mr. Nabiey, which provides for at-will
employment, an annual base salary, and eligibility to participate in the health and welfare benefit plans and programs
maintained by GoodRx, Inc. for the benefit of its employees.
Mr. Nabiey was also required to execute the Company’s proprietary information and invention assignment agreement as a
condition to his employment under the offer letter.
Additionally, pursuant to that certain letter agreement by and between Mr. Nabiey and GoodRx, Inc. dated April 8, 2025, Mr.
Nabiey was eligible to receive a retention bonus in the amount of $30,000 at the end of the retention period from April 8,
2025 through October 15, 2025. The letter agreement provided that (i) if Mr. Nabiey employment ceases for any reason prior
to October 15, 2025, Mr. Nabiey would forfeit the retention bonus in its entirety, and (ii) if Mr. Nabiey’s employment was
terminated other than for cause prior to October 15, 2025, then Mr. Nabiey would be deemed to have earned a pro-rata
portion of such retention bonus based on the amount of time he was employed during the retention period.
For a discussion of the payments and other benefits to which Mr. Nabiey is entitled in the event of certain qualifying
terminations, see “Potential Payments Upon Termination or Change-in-Control” below.
Scott Wagner
Amended Employment Agreement
In 2025, prior to his termination of employment, GoodRx, Inc. was party to an amended employment agreement with Mr.
Wagner. The term of the employment agreement was indefinite and provided for at-will employment, an annual base salary
of $750,000, and eligibility to participate in the health and welfare benefit plans and programs maintained by GoodRx, Inc.
for the benefit of its employees and certain other perquisites. In addition, Mr. Wagner would have been eligible in 2025 to
receive a cash incentive bonus targeted at 100% of his annual base salary, which was payable based on the Board’s
assessment of Mr. Wagner’s performance at the end of the employment term.
Pursuant to the amended employment agreement, in March 2024, Mr. Wagner was granted a nonqualified stock option and
a RSU award covering shares of the Company's Class A common stock, each having a target dollar-denominated value of
$4 million. Each equity award vested and became exercisable, as applicable, in eight substantially equal installments on
May 8, 2024 and each monthly anniversary thereafter, subject to Mr. Wagner’s continued employment through the
applicable vesting date
42
Mr. Wagner is also subject to the terms and conditions of a proprietary information and invention assignment agreement
containing confidentiality, intellectual property assignment, non-competition, non-solicitation and other protective covenants.
Mr. Wagner ceased serving as our Interim Chief Executive Officer in connection with Ms. Barnes’ appointment as Chief
Executive Officer effective January 1, 2025, and he ceased serving as an executive officer effective January 21, 2025, at
which time the Board appointed Mr. Wagner as a director of the Board.
Karsten Voermann
2024 Employment Agreement
In 2025, GoodRx, Inc. was party to an employment agreement with Mr. Voermann. Mr. Voermann’s employment under the
employment agreement was at-will and would have continued for an indefinite term until terminated. The employment
agreement provided for an annual base salary of $450,000 and eligibility to participate in the health and welfare benefit
plans and programs maintained by GoodRx, Inc. for the benefit of its employees and certain other perquisites. In addition,
Mr. Voermann was eligible to earn an annual cash incentive bonus targeted at 100% of his base salary, which bonus was
payable upon the achievement of certain performance targets as determined by the Board at its discretion and subject to Mr.
Voermann's continued employment through the payment date.
Pursuant to the employment agreement, in March 2024, Mr. Voermann was granted a nonqualified stock option and an RSU
award covering shares of the Company's Class A common stock, each having a target value of $2.5 million. Each equity
award vested and become exercisable, as applicable, as to 25% of such equity award on January 8, 2025, and as to 1/16th
of such equity award on each quarterly anniversary thereafter, in each case, subject to Mr. Voermann’s continued
employment through the applicable vesting date.
Mr. Voermann was also required to execute the Company's proprietary information and invention assignment agreement as
a condition to his employment under the offer letter.
Trevor Bezdek
In 2025, GoodRx, Inc. was party to an amended employment agreement with Mr. Bezdek. The term of the agreement was
until October 25, 2025 and provided for at-will employment, an annual base salary of $500,000, and eligibility to participate
in the health and welfare benefit plans and programs maintained by GoodRx, Inc. for the benefit of its employees and certain
other perquisites. In addition, Mr. Bezdek was eligible to earn, with respect to calendar year 2025, a cash incentive bonus
targeted at 100% of his base salary, subject to continued employment through October 25, 2025. The agreement provided
that Mr. Bezdek would not be eligible to receive any severance payments or benefits in connection with his termination of
employment for any reason.
Pursuant to the agreement, Mr. Bezdek agreed not to sell any securities of the Company without Board approval, subject to
certain exceptions including, but not limited to, pursuant to any new, modified or amended contract, instruction or written
plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)(1) under the Exchange Act (a “Rule 10b5-1
Plan”) that has been approved by the Board after April 25, 2023 or an existing Rule 10b5-1 Plan.
43
OUTSTANDING EQUITY AWARDS AT YEAR-END |
The following table summarizes the number of shares of Class A common stock underlying outstanding equity incentive plan
awards for each named executive officer as of December 31, 2025.
Unless otherwise specified, each equity award listed in the following table was granted under the 2020 Plan and covers
Class A common stock and vests subject to continued employment through the applicable vesting date.
Name | Option Awards | Stock Awards | ||||||||||||
Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | ||||||||
Wendy Barnes | 03/03/2025 | (1) | 2,828,232 | — | 4.85 | 03/03/2035 | — | — | ||||||
03/03/2025 | (2) | — | — | — | — | 1,842,374 | 4,992,834 | |||||||
03/03/2025 | (3) | — | — | — | — | 409,416 | 1,109,517 | |||||||
Christopher McGinnis | 03/03/2025 | (4) | — | 1,096,937 | 4.85 | 03/03/2035 | — | — | ||||||
03/03/2025 | (5) | — | — | — | — | 716,479 | 1,941,658 | |||||||
Romin Nabiey | 05/31/2017 | (6) | 8,500 | — | 2.18 | 05/30/2027 | — | — | ||||||
09/06/2018 | (6) | 14,844 | — | 5.18 | 09/05/2028 | — | — | |||||||
01/31/2020 | (6) | 75,615 | — | 5.94 | 01/30/2030 | — | — | |||||||
09/22/2022 | (7) | 221,836 | 51,194 | 5.25 | 09/22/2032 | — | — | |||||||
05/30/2023 | (8) | 173,062 | 103,838 | 5.53 | 05/30/2033 | — | — | |||||||
03/12/2024 | (9) | 22,514 | 28,948 | 7.22 | 03/12/2034 | — | — | |||||||
03/05/2025 | (10) | 21,470 | 93,037 | 4.94 | 03/05/2035 | — | — | |||||||
09/22/2022 | (11) | — | — | — | — | 30,603 | 82,934 | |||||||
05/30/2023 | (12) | — | — | — | — | 75,977 | 205,898 | |||||||
03/12/2024 | (13) | — | — | — | — | 20,091 | 54,447 | |||||||
03/05/2025 | (14) | — | — | — | — | 62,454 | 169,250 | |||||||
Scott Wagner | 05/12/2023 | (15) | 3,000,000 | — | 5.10 | 05/12/2033 | — | — | ||||||
03/16/2024 | (15) | 908,739 | — | 6.91 | 03/16/2034 | — | — | |||||||
01/21/2025 | (16) | — | — | — | — | 94,182 | 255,233 | |||||||
06/03/2025 | (17) | — | — | — | — | 57,050 | 154,606 | |||||||
Karsten Voermann | 03/27/2020 | (18) | 342,500 | — | 6.84 | 01/17/2026 | — | — | ||||||
03/12/2024 | (19) | 128,949 | — | 7.22 | 01/17/2026 | — | — | |||||||
Trevor Bezdek | 11/02/2025 | (20) | — | — | — | — | 33,530 | 90,866 | ||||||
11/02/2025 | (21) | — | — | — | — | 104,925 | 284,347 | |||||||
_______________________________________
(1)This option vested with respect to 25% of the total number of shares underlying the option on January 15, 2026 and the remaining 75% of the total
number of shares underlying the option vests on each quarterly anniversary thereafter. This option is exercisable in whole or in part at any time prior to its
termination or expiration, whether or not then-vested. If Ms. Barnes’ employment terminates without “cause” or for “good reason” and such termination
occurs 90 days prior to, or one-year following, a change in control, then the award will vest as of the termination date on an accelerated basis with respect
to the number of shares that would have vested (and become exercisable) had Ms. Barnes remained in continuous employment beyond the termination
date for 12 additional months.
(2)This RSU award vested with respect to 25% of the award on January 15, 2026 and the remaining 75% of the award vests on each quarterly anniversary
thereafter. If Ms. Barnes’ employment terminates without “cause” or for “good reason” and such termination occurs 90 days prior to, or one-year following,
a change in control, then the award will vest as of the termination date on an accelerated basis with respect to the number of shares that would have
vested had Ms. Barnes remained in continuous employment beyond the termination date for 12 additional months.
(3)This RSU award vested with respect to 50% of the award on January 15, 2026 and the remaining 50% of the award vests on each quarterly anniversary
thereafter. If Ms. Barnes’ employment terminates without “cause” or for “good reason”, then the award will vested in full as of the termination date on an
accelerated basis.
(4)This option vested and became exercisable with respect to 25% of the total number of shares underlying the option on February 15, 2026 and the
remaining 75% of the total number of shares underlying the option vests and become exercisable on each quarterly anniversary thereafter. If Mr.
McGinnis’ employment terminates without “cause” or for “good reason” and such termination occurs 90 days prior to, or one-year following, a change in
control, then the award will vested and become exercisable as of the termination date on an accelerated basis with respect to the number of shares that
44
would have vested (and become exercisable) had Mr. McGinnis remained in continuous employment beyond the termination date for 12 additional
months.
(5)This RSU award vested with respect to 25% of the award on February 15, 2026 and the remaining 75% of the award would have vested on each quarterly
anniversary thereafter. If Mr. McGinnis’ terminates without “cause” or for “good reason” and such termination occurs 90 days prior to, or one-year
following, a change in control, then the award will vest as of the termination date on an accelerated basis with respect to the number of shares that would
have vested had Mr. McGinnis remained in continuous employment beyond the termination date for 12 additional months.
(6)This option was granted under the 2015 Plan and was fully vested as of the end of the last fiscal year.
(7)This option vests and becomes exercisable with respect to 1/16 of the total number of shares underlying the option in quarterly installments on December
8, 2022 and on each quarterly anniversary thereafter.
(8)This option vests and becomes exercisable with respect to 1/16 of the total number of shares underlying the option in quarterly installments on August 8,
2023 and on each quarterly anniversary thereafter.
(9)This option vests and became exercisable with respect to 1/16 of the total number of shares underlying the option in quarterly installments on June 8,
2024 and on each quarterly anniversary thereafter.
(10)This option vests and became exercisable with respect to 1/16 of the total number of shares underlying the option in quarterly installments on May 15,
2025 and on each quarterly anniversary thereafter.
(11)This RSU award vests with respect to 1/16 of the award in quarterly installments on December 8, 2022 and on each quarterly anniversary thereafter.
(12)This RSU award vests with respect to 1/16 of the award in quarterly installments on August 8, 2023 and on each quarterly anniversary thereafter.
(13)This RSU award vests with respect to 1/16 of the award in quarterly installments on June 8, 2024 and on each quarterly anniversary thereafter.
(14)This RSU award vests with respect to 1/16 of the award in quarterly installments on May 15, 2025 and on each quarterly anniversary thereafter.
(15)This option fully vested as of the end of the last fiscal year.
(16)This RSU award was granted in respect of Mr. Wagner’s service on our Board in 2025 following his termination of employment. Mr. Wagner deferred
100% of this award under our Deferred Compensation Plan, which vests as to one-third of the shares underlying the grant on each of the first three
anniversaries of the grant date. The DSUs thereunder are payable in shares of Company's Class A common stock on the earlier of (i) elected distribution
date, (ii) Separation from Service; (iii) a Change in Control; (iv) death; or (v) Disability (each, as defined under the Deferred Compensation Plan),
accordingly, the vested portion of the award remains outstanding and payable under the plan. For a description of the Deferred Compensation Plan, see
the section below entitled, “Director Compensation—Deferred Compensation Plan for Directors.”
(17)This RSU award was granted in respect of Mr. Wagner’s service on our Board in 2025 following his termination of employment. Mr. Wagner deferred
100% of this award under our Deferred Compensation Plan, which will vest in full on the earlier of (i) June 3, 2026 and (ii) the date of the 2026 Annual
Meeting of Stockholders. These DSUs are payable in shares of Company's Class A common stock on the earlier of (i) elected distribution date, (ii)
Separation from Service; (iii) a Change in Control; (iv) death; or (v) Disability (each, as defined under the Deferred Compensation Plan), accordingly, the
vested portion of the award remains outstanding and payable under the plan. For a description of the Deferred Compensation Plan, see the section below
entitled, “Director Compensation—Deferred Compensation Plan for Directors.”
(18)Represents the portion of Mr. Voermann’s option that remained exercisable as of December 31, 2025, following his termination of employment. This option
was granted under the 2015 Plan.
(19)Represents the portion of Mr. Voermann’s option that remained exercisable as of December 31, 2025, following his termination of employment.
(20)This RSU award was granted in respect of Mr. Bezdek's service on our Board in 2025 following his termination of employment. This award will vest in full
on the earlier of (i) June 3, 2026 and (ii) the date of the 2026 Annual Meeting of Stockholders.
(21)This RSU award was granted in respect to Mr. Bezdek's service on our Board in 2025 following his termination of employment. This award vests as to
one-third of the shares underlying the grant on each of the first three anniversaries of the grant date.
45
OPTION EXERCISES AND STOCK VESTED – FISCAL YEAR 2025 |
The following table shows the number of shares acquired upon exercise of option awards and the vesting of stock awards
and the value realized upon such exercise and vesting, in each case, by our named executive officers for the fiscal year
ending December 31, 2025. Ms. Barnes and Messrs. McGinnis and Bezdek did not exercise options or vest in stock awards
in 2025.
Name | Option Awards | Stock Award | ||||||
Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) (2) | Value Realized on Vesting ($) (3) | |||||
Romin Nabiey | — | — | 117,400 | 446,668 | ||||
Karsten Voermann | — | — | 89,292 | 393,778 | ||||
Scott Wagner | — | — | 31,806 | (4) | 112,868 | |||
_______________________________________
(1)Value realized on exercise is computed by multiplying the number of shares subject to the stock option that were exercised by the difference between the
exercise price and the fair market value of the Company’s common stock on the applicable exercise date.
(2)Represents the gross number of shares acquired upon vesting and settlement of RSUs, without taking into account any shares withheld to satisfy
applicable tax withholding obligations.
(3)Value realized on vesting is computed by multiplying the number of shares subject to the RSU award that vested by the fair market value of the
Company’s common stock one day prior to the applicable vesting date.
(4)Represents the number of DSUs that vested in 2025. Under our Deferred Compensation Plan, DSUs are payable in shares of Company's Class A
common stock on the earlier of (i) elected distribution date, (ii) Separation from Service; (iii) a Change in Control; (iv) death; or (v) Disability (each, as
defined under the Deferred Compensation Plan). For a description of the Deferred Compensation Plan, see the section below entitled, “Director
Compensation—Deferred Compensation Plan for Directors.”
NONQUALIFIED DEFERRED COMPENSATION |
In connection with Mr. Wagner's appointment to our Board on January 21, 2025, he elected to defer the payments of his
prorated annual cash retainers (including any cash retainers for service on a committee) and RSU awards granted under the
Director Compensation Program, in accordance with the terms of the Deferred Compensation Plan, as discussed further
below under the section titled, “Director Compensation—Deferred Compensation Plan for Directors.”
The following table sets forth information with respect to the DSU awards held by Mr. Wagner as of December 31, 2025.
Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) (1) | |||||
Scott Wagner | — | — | — | — | 496,033 |
_____________________________
(1)Represents the aggregate value of the outstanding DSU awards held by Mr. Wagner as of December 31, 2025, that Mr. Wagner deferred under our
Deferred Compensation Plan, calculated based on the December 31, 2025 closing stock price of $2.71 per share. For additional details about the awards
Mr. Wagner held as of December 31, 2025, see the section above titled “Outstanding Equity Awards at Year-End.”
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL |
Ms. Barnes
Employment Agreement
Pursuant to the Barnes Employment Agreement, if Ms. Barnes’ employment is terminated by the Company without “cause”
or by Ms. Barnes with “good reason”, then, subject to her timely execution and non-revocation of a general release of claims
and continued compliance with restrictive covenants, Ms. Barnes will be eligible to receive the following severance
payments and benefits: (i) an amount equal to 12 months (or 18 months, if such termination occurs 90 days prior to, or one-
year following, a change in control (a “CIC Termination”)) of her base salary as in effect on the termination date, payable in
substantially equal installments over the 12-month or 18-month period following the termination date; (ii) an annual target
cash bonus, pro-rated for the portion of the year during which Ms. Barnes was employed; (iii) company-paid COBRA
continuation coverage premiums for the 18-month period following the termination date; (iv) the Barnes Signing Bonus, to
the extent then-unpaid; (v) full, accelerated vesting of the Additional Barnes RSU Award; and (vi) if such termination is a CIC
Termination, an additional 12 months of vesting for each outstanding and unvested time-vesting equity award then-held by
Ms. Barnes. Any equity awards that are subject to performance conditions will be treated in accordance with the terms and
conditions set forth in the applicable award agreement.
46
The employment agreement also includes a “best pay” provision under Section 280G of the Internal Revenue Code,
pursuant to which any “parachute payments” that become payable to Ms. Barnes will either be paid in full or reduced so that
such payments are not subject to the excise tax under Section 4999 of the Internal Revenue Code, whichever results in the
better after-tax treatment to Ms. Barnes.
Mr. McGinnis
Executive Severance Plan
Pursuant to the McGinnis Employment Agreement, Mr. McGinnis is designated as a Tier I participant under the Company's
Executive Severance Plan. Accordingly, if his employment is terminated by the Company without “cause” or for “good
reason” (each as defined in the Executive Severance Plan) including during the period beginning 90 days prior to, or one
year following a CIC Termination, then, subject to his timely execution and non-revocation of a general release of claims and
continued compliance with applicable restrictive covenants, Mr. McGinnis will be eligible to receive the following severance
payments and benefits: (i) an amount equal to 12 months of his base salary as in effect immediately prior to termination,
payable in substantially equal installments over the 12-month period following the termination date; (ii) in the case of a CIC
Termination, a pro-rated annual target bonus for the year of termination, payable in a lump sum (or, in the case of a non-CIC
termination, a pro-rated annual bonus based on actual performance); (iii) any accrued but unpaid annual bonus for a
completed performance period, payable in a lump sum; (iv) Company-paid COBRA continuation coverage premiums for the
12 month period following the termination date; and (v) in the case of a CIC Termination, accelerated vesting of outstanding
time-vesting equity awards covering the portion that would have vested over the 12-month period following the termination.
The employment agreement also includes a “best pay” provision under Section 280G of the Internal Revenue Code,
pursuant to which any “parachute payments” that become payable to Mr. McGinnis will either be paid in full or reduced so
that such payments are not subject to the excise tax under Section 4999 of the Internal Revenue Code, whichever results in
the better after-tax treatment to Mr. McGinnis.
Mr. Nabiey
Mr. Nabiey’s employment offer letter does not include any provision that would entitle him to receive any payments or other
benefits upon termination, a change in control of the Company or a change in Mr. Nabiey’s responsibilities.
2026 Separation of Service
Effective as of April 3, 2026, Mr. Nabiey resigned as our Chief Accounting Officer. He will remain as an employee of the
Company through June 8, 2026, and he will not receive any compensation or benefits in connection with the termination of
his employment.
Mr. Wagner
Mr. Wagner ceased serving as our Interim Chief Executive Officer effective January 1, 2025 and as our executive officer
effective January 21, 2025, Mr. Wagner did not receive any compensation or benefits in connection with the termination of
his employment.
Mr. Voermann
In connection with Mr. Voermann’s departure from the Company, on January 17, 2025, we entered into a separation
agreement and release with Mr. Voermann. Pursuant to the agreement, (i) any outstanding and vested stock options held by
Mr. Voermann as of his termination date remained outstanding and exercisable through (and including) January 17, 2026
and (ii) Mr. Voermann remained entitled to receive any earned 2024 annual cash incentive bonus.
In exchange for the consideration provided in the separation agreement, Mr. Voermann agreed to a general release of
claims in favor of the Company. The separation agreement also contains a non-disparagement clause and certain other
customary provisions.
Mr. Voermann continues to be subject to a proprietary information and invention assignment agreement containing
confidentiality, intellectual property assignment and other covenants.
Mr. Bezdek
As noted above, Mr. Bezdek was not eligible to receive any severance payments or benefits in connection with his
termination of employment for any reason.
Mr. Bezdek ceased serving as our executive officer effective November 1, 2025, and he did not receive any compensation or
benefits in connection with the termination of his employment.
Terms of Equity Awards Granted under the 2020 Plan
47
Pursuant to the terms of the 2020 Plan, in the event of a change in control (as defined in the 2020 Plan), to the extent that
the surviving entity declines to continue, convert, assume or replace outstanding awards, then all such awards will become
fully vested and exercisable in connection with the transaction.
Estimated Potential Payments
The following table summarizes the payments that would be made to Ms. Barnes and Mr. McGinnis , upon the occurrence of
certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2025 and
based on their respective compensation arrangements in effect as of December 31, 2025. The table does not include
Messrs. Wagner, Voermann and Bezdek, for whom we describe the payments and benefits they actually received in
connection with the termination of their employment in 2025 (as described above under “Potential Payments Upon
Termination or Change-in-Control”). Amounts shown do not include (i) accrued but unpaid base salary through the date of
termination or (ii) other benefits earned or accrued by the named executive officers during their employment that are
available to all salaried employees. Amounts shown assume that any successor company in a change in control assumed or
substituted awards for any outstanding awards under the 2020 Plan.
Name | Benefit | Death or Disability ($) | Termination Without Cause or for Good Reason (no Change in Control) ($) | Change in Control (no Termination) ($) | Termination Without Cause or for Good Reason in Connection with a Change in Control ($) | |||||
Wendy Barnes | Cash | — | 825,000 | — | 1,237,500 | |||||
Equity Acceleration (1) | — | 1,109,517 | — | 3,501,917 | ||||||
COBRA Premium Reimbursement (2) | — | 44,294 | — | 66,441 | ||||||
Total (3) | — | 1,978,811 | — | 4,805,858 | ||||||
Christopher McGinnis | Cash | — | 500,000 | — | 500,000 | |||||
Equity Acceleration (1) | — | — | — | 889,925 | ||||||
COBRA Premium Reimbursement (2) | — | 44,294 | — | 44,294 | ||||||
Total (3) | — | 544,294 | — | 1,434,219 | ||||||
Romin Nabiey | Cash | — | — | — | — | |||||
Equity Acceleration | — | — | — | — | ||||||
COBRA Premium Reimbursement | — | — | — | — | ||||||
Total | — | — | — | — |
_______________________________________
(1)Represents the value of unvested time-based RSUs held by Ms. Barnes and Mr. McGinnis on December 31, 2025 that would be subject to accelerated vesting, based
on the closing stock price of our common stock on December 31, 2025 ($2.71).
(2)Represents the estimated value of COBRA premium reimbursement based upon the monthly cost of such benefits to the Company as of December 31, 2025.
(3)Amounts shown are the maximum potential payment the named executive officer would have received as of December 31, 2025, and do not take into account any
potential reduction pursuant to Section 280G of the Internal Revenue Code best pay provision set forth in the named executive officer’s employment arrangement.
Any such reduction, if any, would be calculated upon the named executive officer’s actual termination of employment.
48
CHIEF EXECUTIVE OFFICER PAY RATIO |
As required under Item 402(u) of Regulation S-K of the Securities Exchange Act of 1934, we are required to disclose the
ratio of our 2025 Chief Executive Officer's annual total compensation to the median annual total compensation of our other
employees.
Accordingly, we determined that the 2025 annual total compensation of the employee identified as our median paid
employee, other than our 2025 Chief Executive Officer, Ms. Barnes, was $263,977. The following table shows the 2025 total
annual compensation for Ms. Barnes, as reported in the Summary Compensation Table and the ratio of the annual total
compensation for our Chief Executive Officer to the median of the annual total compensation of our other employees.
Chief Executive Officer | Total Compensation for Chief Executive Officer as reported in the Summary Compensation Table | Total Compensation for Median Paid Employee | Ratio | |||
Wendy Barnes | $23,367,483 | $263,977 | 88.52:1 |
Methodology:
•Measurement Date: We identified the median compensated employee using our entire employee population as
of December 31, 2025.
•Identification of Median Employee: Because our employee population consisted of an even number of
employees, we identified the two employees whose compensation fell at the midpoint of the distribution and
determined the median employee compensation as the average of the compensation of those two employees
(the “Median Employee”). We identified the Median Employee using the aggregate of the following amounts,
which we believe reasonably estimates the annual total compensation of our employees, as it includes all
significant elements of compensation:
◦annual base pay as of December 31, 2025 for salaried employees;
◦regular, overtime, double time, and premium pay for hourly employees received in 2025;
◦incentives and bonuses earned in 2025; and
◦the grant date fair value of equity awards granted in 2025.
•Calculated 2025 Chief Executive Officer Pay Ratio: Once the Median Employee was identified, we calculated
annual total compensation for such employee using the same methodology we use to report our 2025 Chief
Executive Officer’s total annual compensation.
•Employee Population: We captured all full-time employees, consisting of 697 individuals as of December 31,
2025. We do not have any part-time, seasonal or temporary employees as of December 31, 2025. In addition,
we annualized the base pay of all permanent eligible employees who were employed by us for less than the
entire calendar year.
49
PAY VERSUS PERFORMANCE |
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of Regulation S-K, we are providing the
following information about the relationship between executive compensation actually paid and the Company’s financial performance.
The following table discloses information on compensation actually paid ("CAP") to our principal executive officers ("PEOs") and the average CAP for non-PEO named
executive officers ("Non-PEO NEOs") during the specified years alongside total shareholder return ("TSR") and net income metrics.
Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) ($) | Average Compensation Actually Paid to Non-PEO NEOs (4) ($) | Value of Initial Fixed $100 Investment Based On: | Net Income (loss) (millions) (6) ($) | Adjusted EBITDA Margin (7) (%) | |||||||||||||||||
PEO (Barnes & Wagner) ($) | PEO (Hirsch) ($) | PEO (Bezdek) ($) | PEO (Barnes & Wagner) ($) | PEO (Hirsch) ($) | PEO (Bezdek) ($) | Total Shareholder Return ($) | Peer Group Total Shareholder Return (5) ($) | |||||||||||||||||
(a) | (b) | (b) | (b) | (c) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | ||||||||||||
2025 | ||||||||||||||||||||||||
2024 | ( | |||||||||||||||||||||||
2023 | ( | |||||||||||||||||||||||
2022 | ( | ( | ( | |||||||||||||||||||||
2021 | ( | ( | ( | ( | ||||||||||||||||||||
_______________________________________
(1)The dollar amounts reported in column (b) are the amounts of total compensation reported for Ms. Barnes (our Chief Executive Officer for 2025), Messrs. Wagner (our Interim Chief Executive Officer for 2024 and
2023) and Messrs. Hirsch Bezdek
“Executive Compensation–Summary Compensation Table.”
(2)The dollar amounts reported in column (c) represent the amount of CAP to Ms. Barnes and Messrs. Wagner, Hirsch and Bezdek, as computed in accordance with Item 402(v) of Regulation S-K. The dollar
amounts do not reflect the actual amount of compensation earned by or paid to Ms. Barnes or Messrs. Wagner, Hirsch and Bezdek during the applicable year. In accordance with the requirements of Item 402(v) of
Regulation S-K, the following adjustments were made to Ms. Barnes for 2025 to determine the CAP:
Chief Executive Officer - Ms. Barnes
Year (a) | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards (b) ($) | Equity Award Adjustments (c) ($) | Pension Benefit Adjustments | Compensation Actually Paid to PEO ($) | |||||
2025 | ( | N/A |
____________________________
(a)Amounts reported for 2025 are the amounts of total compensation reported for Ms. Barnes.
(b)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and "Option Awards" column in the Summary Compensation Table for 2025.
(c)The amounts deducted or added in calculating the equity award adjustments for Ms. Barnes are as follows:
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Year | Year End ASC 718 Fair Value of Unvested Equity Awards Granted in the Year ($) | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End ($) | ASC 718 Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date ($) | Total Equity Award Adjustments ($) | |||||
2025 |
applicable year. The names of each of the Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows:
(i)for 2025, Christopher McGinnis, Scott Wagner, Karsten Voermann, Trevor Bezdek, and Romin Nabiey;
(ii)for 2024, Karsten Voermann, Trevor Bezdek, Romin Nabiey, and Raj Beri;
(iii)for 2023, Karsten Voermann, Romin Nabiey, Raj Beri and Bansi Nagji;
(iv)for 2022, Karsten Voermann, Raj Beri, Babak Azad and Romin Nabiey; and
(4)The dollar amounts reported in column (e) represent the average amount of CAP to the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not
following adjustments were made to the average total compensation for the Non-PEO NEOs as a group for each year to determine the CAP, using the same methodology described above in Note (2):
Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Reported Value of Equity Awards ($) | Average Equity Award Adjustments (a) ($) | Average Pension Benefit Adjustments | Average Compensation Actually Paid to Non- PEO NEOs ($) | |||||
2025 | ( | N/A |
____________________________
(a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:
Year | Average Year End ASC 718 Fair Value of Unvested Equity Awards Granted in the Year ($) | Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End ($) | Average ASC 718 Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date ($) | Total Average Equity Award Adjustments ($) | |||||
2025 | ( | ( |
(5)The dollar amounts reported in column (g) represent the cumulative peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return
is indicated. The peer group used for this purpose is the following published industry index: Dow Jones Internet Services Index.
(6)The dollar amounts reported in column (h) represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year .
(7)The percentage amounts reported in column (i) represent the amount of Adjusted EBITDA Margin for the applicable year .
Financial Performance Measures and Tabular List
For 2025, the CAP to our named executive officers consisted primarily of base salary, short-term incentive cash bonuses based on company and/or individual
performance, one-time discretionary cash bonuses and time-vesting equity-based compensation, as applicable. The metrics that the Company uses for both our long-
term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The two
performance measures listed below represent an unranked list of the “most important” performance measures that the Company used to align CAP to the NEOs for 2025
and company performance. While these financial measures are the most important measures the Company used to align CAP to the NEOs for 2025 and company
51
performance, additional financial and other measures were also used to align pay and performance, as further described in the “Executive Compensation–Compensation
Discussion and Analysis” above.
Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
The graph below illustrates the relationship between compensation actually paid to the Company’s PEOs, other Non-PEO NEOs, the cumulative TSR and the weighted
peer group TSR of the Dow Jones Internet Services Index ("DJISVC") for the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025. TSR amounts reported
in the graph assume an initial fixed investment of $100 at the close of trading on December 31, 2020 and depict the total five-year cumulative TSR from December 31,
2020 through December 31, 2025, and that all dividends paid by companies included in the index have been reinvested. The DJISVC TSR is calculated in a similar
manner as the Company’s TSR.
52
The graph below illustrates the relationship between compensation actually paid to the Company’s PEOs, other Non-PEO NEOs and the Company’s net income (loss) for
the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025.
53
Compensation Actually Paid and Adjusted EBITDA Margin
The graph below illustrates the relationship between compensation actually paid to the Company’s PEOs, other Non-PEO NEOs and the Company’s Adjusted EBITDA for
the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025.
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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS |
As of December 31, 2025, the following securities were authorized for issuance under our equity compensation plans:
Plan category: | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights | Number of Securities Available for Future Issuance Under Equity Compensation Plans (excludes securities reflected in first column) | |||||
Equity compensation plans approved by security holders (1) | 111,086,081 | (2) | ||||||
Class A Restricted Stock Units | 25,202,565 | (3) | — | |||||
Options to Purchase Class A Common Stock | 25,552,259 | (4) | $6.28 | (5) | ||||
Equity compensation plans not approved by security holders | — | — | — | |||||
Total | 50,754,824 | $6.28 | 111,086,081 |
_______________________________________
(1)Consists of the 2015 Plan, the 2020 Plan, and the 2020 Employee Stock Purchase Plan (the “ESPP”).
(2)Consists of 83,570,002 shares available for issuance under the 2020 Plan and 27,516,079 shares available for issuance under the ESPP. The number of
shares authorized under our 2020 Plan will increase on the first day of each calendar year beginning on January 1, 2021 and ending on and including
January 1, 2030, equal to the lesser of (A) 5% of the shares of Class A Common Stock and Class B Common Stock outstanding as of the last day of the
immediately preceding fiscal year and (B) such lesser number of shares as determined by our Board, which may be issued as shares of Class A Common
Stock or Class B Common Stock. The number of shares authorized under our ESPP will increase on the first day of each calendar year beginning on
January 1, 2021 and ending on and including January 1, 2030, equal to the lesser of (A) 1% of the shares of Class A Common Stock and Class B
Common Stock outstanding as of the last day of the immediately preceding fiscal year and (B) such lesser number of shares as determined by Board.
(3)Consists of 25,202,565 outstanding Class A RSUs under the 2020 Plan.
(4)Consists of 2,677,058 outstanding options to purchase stock under the 2015 Plan and 22,875,201 outstanding options to purchase stock under the 2020
Plan. Following the effectiveness of the 2020 Plan, no further grants were permitted to be made under the 2015 Plan, though existing awards remain
outstanding.
(5)As of December 31, 2025, the weighted-average exercise price of outstanding options was $6.28.
55
DIRECTOR COMPENSATION |
2025 Director Compensation Program
On October 31, 2025, the Board approved an updated non-employee director compensation program (the “Second A&R
Director Compensation Program”), which provides for annual retainer fees and long-term equity awards for certain of our
non-employee directors. Directors who were eligible to participate in the Second A&R Director Compensation Program in
2025, included, Trevor Bezdek, Ronald E. Bruehlman, Ian T. Clark, Douglas Hirsch, Kelly J. Kennedy, Agnes Rey-Giraud,
and Scott Wagner (each, an “Eligible Director”). Messrs. Wagner and Bezdek became eligible to participate in January 2025
and November 2025, respectively.
The following table sets forth the compensation program for our non-employee directors during 2025:
A&R Director Compensation Program (in effect prior to October 31, 2025) | Second A&R Director Compensation Program (in effect as of October 31, 2025) | |||
Cash Compensation | ||||
Annual Retainer (1) | $30,000 | $30,000 | ||
Chairman or Co-Chairman Retainer | $— | $75,000 | ||
Annual Committee Chair Retainer | ||||
Audit & Risk | $20,000 | $20,000 | ||
Compensation | $15,000 | $15,000 | ||
Nominating and Corporate Governance | $10,000 | $10,000 | ||
Innovation (2) | $15,000 | $— | ||
Annual Committee Member (Non-Chair) Retainer | ||||
Audit & Risk | $10,000 | $10,000 | ||
Compensation | $10,000 | $10,000 | ||
Nominating and Corporate Governance | $10,000 | $10,000 | ||
Innovation (2) | $10,000 | $— | ||
Equity Compensation | ||||
Initial Grant (3) | $420,000 | $420,000 | ||
Annual Grant (4) | $230,000 | $230,000 |
_______________________________________
(1)Annual cash retainers will be paid in quarterly installments in arrears and will be pro-rated for any partial calendar quarter of service.
(2)In June 2025, based on the recommendation of our Nominating and Corporate Governance Committee, the Board dissolved the Innovation Committee of
the Board.
(3)Each Eligible Director who is initially elected or appointed to serve on the board of directors will be granted a RSU award on the date on which such
Eligible Director is appointed or elected to serve on the Board. The Initial Grant will vest as to one-third of the shares underlying the grant on each of the
first three anniversaries of the grant date, subject to such Eligible Director’s continued service through the applicable vesting date.
(4)An Eligible Director who serves on the Board as of the date of the annual meeting of the Company’s stockholders each calendar year will be granted a
RSU award on such annual meeting date. The Annual Grant will vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant
date and (ii) the date of the next annual meeting following the grant date, subject to such Eligible Director’s continued service through the applicable
vesting date.
In addition, each Initial Grant and Annual Grant will vest in full upon a change in control, other than a non-transactional
change in control, of the Company (each as defined in the 2020 Plan). Compensation under our Second A&R Director
Compensation Program is subject to the annual limits on non-employee director compensation set forth in the 2020 Plan.
Deferred Compensation Plan for Directors
We maintain a deferred compensation plan for non-employee directors (the “Deferred Compensation Plan”), pursuant to
which the non-employee directors of the Company are permitted to defer the payment of all or a portion of their annual cash
retainers (including any cash retainers for service on a committee) earned and/or RSU awards granted under the Director
Compensation Program, in accordance with the terms of the Deferred Compensation Plan.
56
With respect to 2025, Messrs. Bruehlman, Hirsch and Wagner elected to defer (i) 100% of their annual cash fees and (ii)
100% of their RSU awards earned or granted under the Director Compensation Program. Ms. Rey-Giraud elected to defer
100% of her RSU awards earned or granted under the Director Compensation Program. Messrs. Bezdek, Clark and
Kennedy did not participate in the Deferred Compensation Plan in 2025.
Mr. Wagner's Transition
On January 21, 2025, Mr. Wagner ceased to be an executive officer of the Company and our Board appointed him as the
Co-Chairman of the Board. As a non-employee director of the Board, Mr. Wagner is eligible to receive the standard
compensation received by non-employee directors under the A&R Director Compensation Program in which he was granted
an initial RSU award with a value of $420,000 and a pro-rated Annual Award of RSUs with a value of $85,699, in each case,
on the date of his election to the Board. The number of RSUs underlying each award was determined by dividing the value
by the average closing price for the Company’s Class A common stock over the 30 calendar days preceding the grant date.
The initial award vests as to one-third of the shares underlying the grant on each of the first three anniversaries of the grant
date, subject to Mr. Wagner’s continued service through the applicable vesting date. The pro-rated Annual Award vested in
full on the earlier of (i) June 6, 2025 and (ii) the date of the 2025 Annual Meeting of Stockholders, subject to Mr. Wagner’s
continued service through the applicable vesting date.
Mr. Bezdek's Transition
On October 31, 2025, the Company and Mr. Bezdek, the Company’s Co-Chairman of the Board, mutually agreed to end Mr.
Bezdek’s employment with the Company and its subsidiaries on November 1, 2025. Mr. Bezdek continued to serve as a Co-
Chairman of the Board as a non-employee director.
Following his termination of employment, as a non-employee director, Mr. Bezdek is eligible to receive the standard
compensation received by non-employee directors under the Second A&R Director Compensation Program.
Additionally, in connection with Mr. Bezdek’s transition to a non-employee director, the Board, based on the recommendation
of its Compensation Committee, granted Mr. Bezdek (a) an initial RSU with a value of $420,000, which vests as to one-third
of the shares underlying the grant on each of the first three anniversaries of the grant date, subject to Mr. Bezdek’s
continued service through the applicable vesting date and (b) a pro-rated annual award of RSUs with a value of $139,219
which vest in full on the earlier of (i) June 3, 2026 and (ii) the date of the 2026 Annual Meeting of Stockholders, subject to
continued service through the applicable vesting date. The number of RSUs underlying each award was determined by
dividing the value by the average closing price for the Company’s Class A common stock over the 30 calendar days
preceding the grant date.
Director Compensation Table
The following table sets forth information for 2025 regarding the compensation awarded to, earned by or paid to our non-
employee directors who served on our Board during 2025. Ms. Barnes, who served as our Chief Executive Officer during
2025, did not receive additional compensation for her service as director, and therefore is not included in the table below. All
compensation paid to Ms. Barnes and Messrs. Wagner and Bezdek (including all compensation earned by Messrs. Wagner
and Bezdek in respect of their service on our Board in 2025) is reported above in the “Executive Compensation - Summary
Compensation Table.”
Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2), (3) | Option Awards ($) | Total ($) | ||||
Christopher Adams | — | — | — | — | ||||
Ronald E. Bruehlman (4) | 50,000 | 224,777 | — | 274,777 | ||||
Ian T. Clark | 50,333 | 224,777 | — | 275,110 | ||||
Dipanjan Deb | — | — | — | — | ||||
Douglas Hirsch (4) | 30,000 | 224,777 | — | 254,777 | ||||
Kelly J. Kennedy | 40,000 | 224,777 | — | 264,777 | ||||
Gregory Mondre | — | — | — | — | ||||
Agnes Rey-Giraud (4) | 45,337 | 224,777 | — | 270,114 |
_______________________________________
(1)Messrs. Bruehlman and Hirsch deferred 100% of their annual cash Board retainers and committee fees under our Deferred Compensation
Plan. In addition, Mr. Wagner deferred 100% of his annual cash Board retainers, Co-Chairman retainer and committee fees under our Deferred
Compensation Plan. The number of DSUs underlying each award was determined by dividing the value by the average closing price for the
Company’s Class A common stock over the 30 calendar days preceding the grant date. DSUs are payable in shares of Company's Class A
common stock on the earlier of (i) elected distribution date, (ii) Separation from Service; (iii) a Change in Control; (iv) death; or (v) Disability
(each, as defined under the Deferred Compensation Plan). The annual cash Board retainers for Mr. Clark were paid to Thornsberry
Consulting, LLC.
57
(2)Amounts reflect the aggregate grant date fair value of RSUs granted in 2025, computed in accordance with the provisions of ASC Topic 718,
Compensation - Stock Compensation. These amounts do not reflect the actual economic value that will be realized by the director upon the
vesting and settlement of the RSUs. The assumptions that we used to calculate these amounts are discussed in Note 15 to our audited
consolidated financial statements for the fiscal year ended December 31, 2025 included in our Annual Report on Form 10-K filed with the SEC
on February 26, 2026.
(3)Ms. Rey-Giraud, Messrs. Bruehlman and Hirsch deferred 100% of their annual RSU award under our Deferred Compensation Plan. In
addition, Mr. Wagner deferred 100% of his initial RSU award and 2025 annual RSU award under our Deferred Compensation Plan. The
number of DSUs underlying each award was determined by dividing the value by the average closing price for the Company’s Class A
common stock over the 30 calendar days preceding the grant date. DSUs are payable in shares of Company's Class A common stock on the
earlier of (i) elected distribution date, (ii) Separation from Service; (iii) a Change in Control; (iv) death; or (v) Disability (each, as defined under
the Deferred Compensation Plan).
(4)As of December 31, 2025, the following deferred stock units are outstanding under the Deferred Compensation Plan:
Name | Total Deferred Stock Units Outstanding at 12/31/2025 | |
Ronald E. Bruehlman | 154,409 | |
Douglas Hirsch | 64,239 | |
Agnes Rey-Giraud | 85,448 |
(5)Amounts pro-rated for the portion of the year during which Mr. Wagner served as a non-employee director of the Board.
The table below shows the aggregate numbers of shares of our Class A common stock subject to outstanding option awards
(exercisable and unexercisable) and/or unvested RSUs held as of December 31, 2025 by each non-employee director who
served on our Board during 2025.
Name | Options Outstanding at Year End (#) | RSUs Outstanding at Year End (#) | ||
Christopher Adams | — | — | ||
Ronald E. Bruehlman | — | — | ||
Ian T. Clark | — | 91,547 | ||
Dipanjan Deb | — | — | ||
Douglas Hirsch | — | 41,042 | ||
Kelly J. Kennedy | — | 80,199 | ||
Gregory Mondre | — | — | ||
Agnes Rey-Giraud | 222,185 | — |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
The following table sets forth information with respect to the beneficial ownership of our Class A common stock and Class B
common stock for:
•each person known by us to beneficially own more than 5% of our Class A common stock or our Class B
common stock;
•each of our directors and director nominees;
•each of our named executive officers; and
•all of our executive officers and directors as a group.
The number of shares beneficially owned by each stockholder as described in this proxy statement is determined under
rules issued by the SEC. Under these rules, beneficial ownership includes any shares as to which the individual or entity has
sole or shared voting power or investment power. Applicable percentage ownership is based on 104,711,186 shares of
Class A common stock and 233,964,187 shares of Class B common stock outstanding as of April 20, 2026.
Each outstanding share of Class B common stock is convertible at any time at the option of the holder into one share of
Class A common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A
common stock upon any transfer, whether or not for value, except for certain permitted transfers described in our amended
and restated certificate of incorporation, including transfers to family members, trusts solely for the benefit of the stockholder
or their family members, and partnerships, corporations, and other entities exclusively owned by the stockholder or their
family members, as well as affiliates, subject to certain exceptions. Once converted or transferred and converted into Class
A common stock, the Class B common stock may not be reissued. All the outstanding shares of our Class B common stock
will convert automatically into shares of our Class A common stock upon the date that is the earlier of (i) seven years from
the filing and effectiveness of our amended and restated certificate of incorporation in connection with our IPO, or
September 25, 2027, and (ii) the first date the aggregate number of outstanding shares of Class B common stock ceases to
represent at least 10% of the aggregate number of outstanding shares of our Common Stock. Following such conversion,
each share of Class A common stock will have one vote per share and the rights of the holders of all outstanding common
stock will be identical. Once converted into Class A common stock, the Class B common stock may not be reissued.
Unless otherwise indicated, the address of all listed stockholders is 2701 Olympic Boulevard, West Building - Suite 200,
Santa Monica, California 90404. Each of the stockholders listed has sole voting and investment power with respect to the
shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.
Name of beneficial owner | Shares of Class A Common Stock | Shares of Class B Common Stock | Class A Common Stock Beneficially Owned (3) | Combined Voting Power (4) | ||||||||
5% Stockholders (excl. Named Executive Officers and Directors) | Number | Percentage | (1) | Number | Percentage | (2) | Percentage | Percentage | ||||
Entities affiliated with Silver Lake (5) | 3,532,276 | 3.4% | 125,995,332 | 53.9% | 56.1% | 51.7% | ||||||
Entities affiliated with Francisco Partners (6) | — | — | 60,078,184 | 25.7% | 36.5% | 24.6% | ||||||
Idea Men, LLC (7) | — | — | 43,164,171 | 18.4% | 29.2% | 17.7% | ||||||
Named Executive Officers and Directors | ||||||||||||
Christopher Adams | — | — | — | — | — | — | ||||||
Wendy Barnes (8) | 3,413,057 | 3.2% | — | — | * | * | ||||||
Trevor Bezdek (9) | 5,425,524 | 5.2% | — | — | 5.2% | * | ||||||
Ronald E. Bruehlman (10) | 118,629 | * | — | — | * | * | ||||||
Ian T. Clark (11) | 43,100 | * | — | — | * | * | ||||||
Dipanjan Deb | — | — | — | — | — | — | ||||||
Douglas Hirsch (12) | 5,501,913 | 5.3% | — | — | 5.3% | * | ||||||
Kelly J. Kennedy (13) | 134,211 | * | — | — | * | * | ||||||
Christopher McGinnis (14) | 540,135 | * | — | — | * | * | ||||||
Gregory Mondre | — | — | — | — | — | — | ||||||
Romin Nabiey (15) | 846,070 | * | — | — | * | * | ||||||
Agnes Rey-Giraud (16) | 382,852 | * | 226,500 | * | * | * | ||||||
Karsten Voermann | — | — | — | — | * | * | ||||||
Scott Wagner (17) | 4,125,402 | 3.8% | — | — | 3.8% | * | ||||||
All current executive officers and directors as a group (10 individuals) (18)(19) | 19,641,723 | 18.5% | 226,500 | * | 15.6% | * | ||||||
59
_______________________________________
*Less than one percent.
(1)The number and percentage of Class A shares beneficially owned by an individual or entity includes shares of Class A common stock subject to restricted
stock units, options or other rights held by such person that are currently exercisable or will become exercisable within 60 days of April 20, 2026, are
considered outstanding Class A common stock, although these shares are not considered outstanding for purposes of computing the percentage
ownership of any other person.
(2)The number and percentage of Class B shares beneficially owned by an individual or entity includes shares of Class B common stock subject to restricted
stock units, options or other rights held by such person that are currently exercisable or will become exercisable within 60 days of April 20, 2026, are
considered outstanding Class B common stock, although these shares are not considered outstanding for purposes of computing the percentage
ownership of any other person.
(3)Reflects beneficial ownership of Class A common stock as defined in Rule 13d-3(d)(1) of the Exchange Act, which is calculated based on 102,468,711
shares of our Class A common stock outstanding as of April 20, 2026, as increased by (i) shares of Class B common stock, which are convertible into
shares of Class A common stock on a one-to-one basis, held by the applicable individual or entity and (ii) shares of Class A common stock and Class B
common stock subject to restricted stock units, options or other rights held by the applicable individual or entity that are currently exercisable or will
become exercisable within 60 days of April 20, 2026. Such shares underlying Class B common stock or subject to such restricted stock units, options or
other rights are not considered outstanding for purposes of computing the percentage ownership of any other person.
(4)Percentage of “Combined Voting Power” represents voting power with respect to all outstanding shares of our Class A common stock and Class B
common stock, as a single class, as of April 20, 2026. The holders of our Class B common stock are entitled to 10 votes per share, and holders of our
Class A common stock are entitled to one vote per share.
(5)Based on a Schedule 13D filed with the SEC on June 1, 2021. Each of SLP Geology GP, L.L.C., as the general partner of SLP Geology Aggregator, L.P.;
Silver Lake Technology Associates V, L.P., as the managing member of SLP Geology GP, L.L.C.; SLTA V (GP), L.L.C., as the general partner of Silver
Lake Technology Associates V, L.P.; and Silver Lake Group, L.L.C., as the managing member of SLTA V (GP), L.L.C. may be deemed to have shared
voting and dispositive power over 3,532,276 shares of Class A common stock and 125,995,332 shares of Class B common stock held by SLP Geology
Aggregator, L.P. that are convertible into Class A common stock. The address for each of the entities referenced above is c/o Silver Lake, 2775 Sand Hill
Road, Suite 100, Menlo Park, CA 94025.
(6)Based on a Schedule 13D/A filed with the SEC on March 18, 2025. Francisco Partners IV, L.P. has shared voting and dispositive power of 40,019,294
shares of Class A common stock issuable upon the conversion of an equal number of shares of Class B common stock. Francisco Partners IV-A, L.P. has
shared voting and dispositive power of 20,058,890 shares of Class A common stock issuable upon the conversion of an equal number of shares of Class
B common stock. Francisco Partners GP IV, L.P. is the general partner of each of Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. Francisco
Partners GP IV Management Limited is the general partner of Francisco Partners GP IV, L.P. Francisco Partners Management, L.P. serves as the
investment manager for each of Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. As a result, each of Francisco Partners Management, L.P.,
Francisco Partners GP IV Management Limited and Francisco Partners GP IV, L.P. may be deemed to have shared voting and dispositive power over the
shares of Class B common stock held by the entities they control. Voting and disposition decisions at Francisco Partners Management, L.P. with respect to
the securities reported herein are made by an investment committee. Each member of the investment committee disclaims beneficial ownership of such
securities. In addition, the above entities and individuals expressly disclaim beneficial ownership over any shares of Class A common stock that they may
be deemed to beneficially own solely by reason of the Stockholders Agreement. The address for each of these entities is One Letterman Drive, Building C,
Suite 410, San Francisco, CA 94129.
(7)Based on a Schedule 13D/A filed with the SEC on March 21, 2025 and information available to the Company. Idea Men, LLC has sole voting and
dispositive power over 43,164,171 shares of Class A common stock issuable upon the conversion of an equal number of shares of Class B common
stock. Scott Marlette, Douglas Hirsch and Trevor Bezdek are the managing members of the Reporting Person. Each of the foregoing individuals disclaims
beneficial ownership of the securities held by the Reporting Person. Each of these individuals disclaims beneficial ownership of any shares of the Class A
common stock and Class B common stock held by Idea Men, LLC, except to the extent of their pecuniary interest. The address for Idea Men, LLC is 2644
30th St, Ste. 101, Santa Monica, CA 90405.
(8)Represents (i) 584,825 shares of Class A common stock and (ii) 2,828,232 shares of Class A common stock underlying options to purchase common
stock that are currently exercisable or would be exercisable within 60 days of April 20, 2026.
(9)Represents (i) 126,553 shares of class A Common Stock, (ii) 543,377 shares of Class A Common Stock held by the TB 2024-2 GRAT, of which Mr.
Bezdek is the sole trustee and sole annuitant, (iii) 2,089,343 shares of Class A Common Stock held by the TB 2025 GRAT, of which Mr. Bezdek is the sole
trustee and sole annuitant, (iv) 1 share of Class A Common Stock held by Mr. Bezdek's spouse, (v) 2,089,343 shares of Class A Common Stock held by
the JB 2025 GRAT, of which Mr. Bezdek's spouse is the sole trustee and sole annuitant, (vi) 543,377 shares of Class A Common Stock held by the JB
2024-2 GRAT, of which Mr. Bezdek's spouse is the sole trustee and sole annuitant and (vii) 33,530 shares of Class A common stock which may be
issuable upon vesting of time-based RSUs within 60 days of April 20, 2026.
(10)Represents (i) 118,629 shares of DSUs vesting within 60 days of April 20, 2026 under the Deferred Compensation Plan.
(11)Represents (i) 43,100 shares of Class A common stock.
(12)Represents (i) 167,671 shares of Class A Common Stock, (ii) 543,377 shares of Class A Common Stock held by the DH 2024-2 GRAT, of which Mr. Hirsch
is the sole trustee and sole annuitant, (iii) 2,089,343 shares of Class A Common Stock held by the DH 2025 GRAT, of which Mr. Hirsch is the sole trustee
and sole annuitant, (iv) 1 share of Class A Common Stock held by Mr. Hirsch's spouse, (v) 543,377 shares of Class A Common Stock held by the CH
2024-2 GRAT of which Mr. Hirsch's spouse is the sole trustee and sole annuitant, (vi) 2,089,343 shares of Class A Common Stock held by the CH 2025
GRAT of which Mr. Hirsch's spouse is the sole trustee and sole annuitant and (vi) 68,801 shares of DSUs vesting within 60 days of April 20, 2026 under
the Deferred Compensation Plan.
(13)Represents (i) 77,161 shares of Class A Common Stock and (ii) 57,050 shares of Class A common stock which may be issuable upon vesting of time-
based RSUs within 60 days of April 20, 2026.
(14)Represents (i) 152,563 shares of Class A common stock, (ii) 342,793 shares of Class A common stock underlying options to purchase common stock that
are currently exercisable or would be exercisable within 60 days of April 20, 2026 and (iii) 44,779 shares of Class A common stock which may be issuable
upon vesting of time-based RSUs within 60 days of April 20, 2026.
(15)Represents (i) 188,841 shares of Class A common stock, (ii) 627,329 shares of Class A common stock underlying options to purchase common stock that
are currently exercisable or would be exercisable within 60 days of April 20, 2026 and (iii) 29,900 shares of Class A common stock which may be issuable
upon vesting of time-based RSUs within 60 days of April 20, 2026.
(16)Represents (i) 267,404 shares of Class A common stock, (ii) 226,500 shares of Class B common stock held by the ARG Family Legacy Trust #1, for which
Ms. Rey-Giraud serves as trustee, (iii) 30,000 shares of Class A common stock underlying options to purchase common stock that are currently
exercisable or would be exercisable within 60 days of April 20, 2026 and (iv) 85,448 shares of DSUs vesting within 60 days of April 20, 2026 under the
Deferred Compensation Plan.
(17)Represents (i) 96,413 shares of Class A common stock, (ii) 3,908,739 shares of Class A common stock underlying options to purchase common stock that
are currently exercisable or would be exercisable within 60 days of April 20, 2026 and (iii) 120,250 shares of DSUs vesting within 60 days of April 20, 2026
under the Deferred Compensation Plan.
(18)Represents (a) for Class A common stock, (i) 12,003,472 shares of Class A common stock; (ii) 7,109,764 shares of Class A common stock underlying
options to purchase common stock that are currently exercisable or would be exercisable within 60 days of April 20, 2026; (iii) 135,359 shares of Class A
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common stock which may be issuable upon vesting of time-based RSUs within 60 days of April 20, 2026; (iv) 393,128 shares of DSUs vesting within 60
days of April 20, 2026 and (b) 226,500 shares of Class B common stock.
(19)Thomas Chan is not included as he was not an executive officer of the Company on April 20, 2026.
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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS |
POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS |
Our Board has adopted a written Related Person Transaction Policy and Procedures, setting forth the policies and
procedures for the review and approval or ratification of related person transactions. This policy covers, with certain
exceptions set forth in Item 404 of Regulation S-K, any transaction, arrangement or relationship, or any series of similar
transactions, arrangements or relationships, in which we (including any of our subsidiaries) are, were or will be a participant,
where the amount involved exceeds $120,000 in any fiscal year and a related person has, had or will have a direct or
indirect material interest.
Under the policy, any potential related person transaction that is proposed to be entered into by the Company must be
reported to our General Counsel by both the related person and the person at the Company responsible for such potential
related person transaction. Our legal team is primarily responsible for the procedures implemented to obtain information with
respect to potential related person transactions, and determining whether such transactions constitute related person
transactions subject to the policy. If our legal team determines that a transaction or relationship constitutes a related person
transaction subject to the policy, then our General Counsel is required to present to the Audit and Risk Committee each such
proposed related person transaction. In reviewing and approving any such transactions, our Audit and Risk Committee is
tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms
comparable to those that could be obtained in an arm’s length transaction, the extent of the related person’s interest in the
transaction and considerations under the Company’s Code of Business Conduct and Ethics. If advance Audit and Risk
Committee approval of a related person transaction is not feasible, then the transaction may be preliminarily entered into by
management upon prior approval by the Chair of the Audit and Risk Committee, subject to ratification of the transaction by
the Audit and Risk Committee at the Audit and Risk Committee’s next regularly scheduled meeting. If a transaction was not
initially recognized as a related person transaction, then upon such recognition, the transaction will be presented to the Audit
and Risk Committee for ratification at the Audit and Risk Committee’s next regularly scheduled meeting. Management is
responsible for updating the Audit and Risk Committee as to any material changes to any approved or ratified related person
transaction and for providing a status report at least annually of all current related person transactions at a regularly
scheduled meeting of the Audit and Risk Committee. No director may participate in approval of a related person transaction
for which he or she is a related person.
The following includes a summary of transactions, arrangements and relationships since January 1, 2025, and any currently
proposed transactions, arrangements and relationships, to which we were or are to be a participant, in which (i) the amount
involved exceeded or will exceed $120,000 and (ii) any of our directors, executive officers and stockholders owning more
than 5% of our outstanding Class A common stock or our Class B common stock, or any affiliate or member of the
immediate family of the foregoing persons, had or will have a direct or indirect material interest. We believe that the terms of
such agreements are as favorable as those we could have obtained from parties not related to us.
TRANSACTIONS RELATED TO DIRECTORS, EQUITY HOLDERS AND EXECUTIVE OFFICERS |
Registration Rights
In October 2018, we entered into an Amended and Restated Investor Rights Agreement with our Sponsor Stockholders,
pursuant to which, among other things, we granted such stockholders certain registration rights in respect to the “registrable
securities” held by them. Each of our Sponsor Stockholders, together with their respective affiliates, beneficially owns more
than 5% of a class of our outstanding capital stock.
Under the Amended and Restated Investor Rights Agreement, “registrable securities” include, among others, (a) the shares
of our Common Stock previously issued upon the conversion of shares of our redeemable convertible preferred stock, (b)
the shares of our Common Stock held or acquired by the applicable stockholders and (c) any shares of Common Stock
issued as a dividend or other distribution to or in exchange for or in replacement of the shares referenced in clauses (a) and
(b). The registration of shares of our Common Stock pursuant to the exercise of these registration rights would enable the
holders thereof to sell such shares without restriction under the Securities Act when the applicable registration statement is
declared effective. Under the Amended and Restated Investor Rights Agreement, we will pay expenses relating to such
registrations, including up to $50,000 of the reasonable fees and disbursements of one counsel for the participating
stockholders, and the stockholders will pay, among other things, all underwriting discounts and commissions relating to the
sale of their shares. The Amended and Restated Investor Rights Agreement also includes customary indemnification and
procedural terms.
These registration rights terminate upon the earlier of (1) the closing of a deemed liquidation event, which includes (A)
certain mergers, reorganizations or consolidations, (B) the sale or other disposition of all or substantially all of our assets,
and (C) any other transaction to which at least 50% of our voting securities or assets are transferred, or (2) as to any given
holder of such registration rights, the date when all of the registrable securities of such holder, together with any registrable
securities held by affiliates of such holder, can be sold without restriction under Rule 144 promulgated by the SEC under the
Securities Act.
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The Amended and Restated Investor Rights Agreement was entered into prior to the initial adoption of our Related Person
Transaction Policy and Procedures described above.
Stockholders Agreements
In October 2018, we entered into an Amended and Restated Stockholders Agreement (the “2018 Stockholders Agreement”)
with the Sponsor Stockholders, Douglas Hirsch and Trevor Bezdek, our former Co-Chief Executive Officers and former Chief
Mission Officer and current director and Co-Chairman of the Board, respectively, and certain other parties party thereto. As a
result of our IPO, most of the provisions set forth in the 2018 Stockholders Agreement that apply to us were terminated,
including rights regarding the nomination, appointment and designation of members of our Board and Board committees,
transfer restrictions, tag-along rights, drag-along rights, rights of first refusal and negative covenants. We continue to be
required to maintain directors and officers indemnity insurance coverage reasonably satisfactory to the Board, indemnify and
exculpate directors to the fullest extent permitted under applicable law and, at the request of any of the Sponsor
Stockholders, enter into a voting agreement pursuant to which the parties will agree to vote in favor of any directors
nominated by such parties, in each case, pursuant to the 2018 Stockholders Agreement.
In connection with our IPO, we entered into the Stockholders Agreement with our Sponsor Stockholders, pursuant to which,
among other things, we granted such stockholders certain director designation rights and agreed to take all actions
necessary and within our control to give effect to such director designation right provisions. The terms of the Stockholders
Agreement regarding director designation rights and voting for the election of directors are described above in the
“Corporate Governance” section under the header “Stockholders Agreement.” As of September 25, 2023, provisions in the
Stockholders Agreement limiting the parties' ability to sell or transfer any shares of common stock during the three-year
period following our IPO lapsed.
Each of the 2018 Stockholders Agreement and the Stockholders Agreement was entered into prior to the initial adoption of
our Related Person Transaction Policy and Procedures described above.
Repurchase Transactions
2025 Stock Purchase Agreement
On March 16, 2025 (the “2025 SPA Effective Date”), we entered into three Stock Purchase Agreements, one with the
Spectrum Stockholders, one with the Francisco Partners Stockholders, and one with the Idea Men Stockholders. Pursuant
to such agreements, we agreed to repurchase 3,000,000 shares of our Class A common stock (after giving effect to the
automatic conversion of our Class B common stock to Class A common stock upon such repurchase) from the Spectrum
Stockholders, 10,000,000 shares of our Class A common stock (after giving effect to the automatic conversion of our Class
B common stock to Class A common stock upon such repurchase) from the Francisco Partners Stockholders, and 7,000,000
shares of the Company’s Class A common stock (after giving effect to the automatic conversion of the Company’s Class B
common stock to Class A common stock upon such repurchase) from Idea Men Stockholders, at a price of $4.20 per share,
in each case representing a discount from the Company’s closing share price of $4.42 as of the last trading day prior to the
2025 SPA Effective Date (the “March 2025 Repurchase”). The March 2025 Repurchase was approved by our Board and its
Audit and Risk Committee as part of our existing authority to repurchase up to an aggregate of $450.0 million of our Class A
common stock. Closing of the March 2025 Repurchase occurred on March 21, 2025 for an aggregate consideration of
approximately $84.9 million, inclusive of direct costs and estimated excise taxes associated with the transaction.
Services Agreement
In October 2018, we entered into a services agreement with Silver Lake Management Company V, L.L.C. (“SLMC”). Under
the agreement, SLMC has provided from time to time, and may continue to provide, us and/or our affiliates, by and through
itself and its affiliates, each as an independent contractor, certain monitoring, advisory and consulting services, among
others.
Pursuant to the agreement, we also granted SLMC a non-exclusive license to use our trademarks and logos in connection
with describing SLMC’s relationship with us. The amounts paid to SLMC and its affiliates under the agreement have not
exceeded $120,000 since January 1, 2025.
This agreement was entered into prior to the initial adoption of our Related Person Transaction Policy and Procedures
described above.
Indemnification Agreements
We have entered into indemnification agreements with each of our directors and executive officers. The indemnification
agreements and our Amended and Restated Bylaws require us to indemnify our directors and executive officers to the fullest
extent permitted by the General Corporation Law of the State of Delaware.
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OTHER MATTERS |
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION |
During the fiscal year ended December 31, 2025, the members of our Compensation Committee included Scott Wagner,
Christopher Adams, and Agnes Rey-Giraud. Except for Mr. Wagner who was an employee through January 21, 2025, none
of the members of our Compensation Committee is or has been an officer or employee of the Company. During the fiscal
year ended December 31, 2025, no relationship required to be disclosed by the rules of the SEC existed aside from those
identified herein.
STOCKHOLDERS’ PROPOSALS AND DIRECTOR NOMINATIONS |
Stockholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at our 2027
Annual Meeting pursuant to Rule 14a-8 under the Exchange Act (“Rule 14a-8”) must submit the proposal to our offices at
2701 Olympic Boulevard, West Building—Suite 200, Santa Monica, California 90404 in writing not later than December 30,
2026. However, if the date of the 2027 Annual Meeting changes by more than 30 days from the first anniversary of the date
of the Annual Meeting, then such proposals must be received a reasonable time before we begin to print and send our proxy
materials for the 2027 Annual Meeting. Any such proposals must comply with the requirements of Rule 14a-8 regarding the
inclusion of stockholder proposals in company-sponsored proxy materials.
Stockholders intending to present a proposal at the 2027 Annual Meeting, but not to include the proposal in our proxy
statement, or to nominate a person for election as a director, must comply with the requirements set forth in our Amended
and Restated Bylaws. Our Amended and Restated Bylaws require, among other things, that our Secretary receive written
notice from the stockholder of record of their intent to present such proposal or nomination not earlier than the 120th day
and not later than the 90th day prior to the first anniversary of the preceding year’s annual meeting. Therefore, we must
receive notice of such a proposal or nomination for the 2027 Annual Meeting no earlier than February 16, 2027 and no later
than March 18, 2027. The notice must contain the information required by the Amended and Restated Bylaws, a copy of
which is available upon request to our Secretary. In the event that the date of the 2027 Annual Meeting is more than 30 days
before or more than 60 days after June 16, 2027, then our Secretary must receive such written notice not earlier than the
120th day prior to the 2027 Annual Meeting and not later than the 90th day prior to the 2027 Annual Meeting or, if later, the
10th day following the day on which public disclosure of the date of the 2027 Annual Meeting is first made by us. SEC rules
permit management to vote proxies in its discretion in certain cases if the stockholder does not comply with this deadline
and, in certain other cases notwithstanding the stockholder’s compliance with this deadline. In addition to satisfying the
foregoing requirements under the Amended and Restated Bylaws, to comply with the universal proxy rules, stockholders
who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that
sets forth the information required by Rule 14a-19 under the Exchange Act.
We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not
comply with these or other applicable requirements.
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OTHER MATTERS AT THE ANNUAL MEETING |
Our Board is not aware of any matter to be presented for action at the Annual Meeting other than the matters referred to
above and does not intend to bring any other matters before the Annual Meeting. However, if other matters should come
before the Annual Meeting, it is intended that holders of the proxies will vote thereon in their discretion.
SOLICITATION OF PROXIES |
The accompanying proxy is solicited by and on behalf of our Board, whose Notice of Annual Meeting of Stockholders is
attached to this proxy statement, and the entire cost of our solicitation will be borne by us. In addition to the use of mail,
proxies may be solicited by personal interview, telephone, e-mail and facsimile by our directors, officers and other
employees who will not be specially compensated for these services. We will also request that brokers, nominees,
custodians and other fiduciaries forward soliciting materials to the beneficial owners of shares held by the brokers,
nominees, custodians and other fiduciaries. We will reimburse these persons for their reasonable expenses in connection
with these activities.
We intend to file a proxy statement and white proxy card with the SEC in connection with the solicitation of proxies for our
2026 Annual Meeting of our Stockholders. Stockholders may obtain our proxy statement (and any amendments and
supplements thereto) and other documents as and when filed by us with the SEC without charge from the SEC’s website at
www.sec.gov.
GOODRX’S ANNUAL REPORT ON FORM 10-K |
A copy of GoodRx’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, including financial
statements and schedules but not including exhibits, as filed with the SEC, will be sent to any stockholder of
record as of the close of business on April 20, 2026 without charge upon written request addressed to GoodRx
Holdings, Inc., Attention: Secretary, 2701 Olympic Boulevard Santa Monica, West Building - Suite 200, California
90404. A reasonable fee will be charged for copies of exhibits. You also may access our Annual Report on Form 10-
K for the fiscal year ended December 31, 2025 at investors.goodrx.com.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE URGE YOU TO VOTE YOUR SHARES VIA
THE TOLL-FREE TELEPHONE NUMBER OR OVER THE INTERNET, AS DESCRIBED IN THIS PROXY STATEMENT. IF
YOU RECEIVED A COPY OF THE PROXY CARD BY MAIL, YOU MAY SIGN, DATE AND MAIL THE PROXY CARD IN
THE ENCLOSED RETURN ENVELOPE. PROMPTLY VOTING YOUR SHARES WILL ENSURE THE PRESENCE OF A
QUORUM AT THE ANNUAL MEETING AND WILL SAVE US THE EXPENSE OF FURTHER SOLICITATION.
By Order of the Board of Directors
Trevor Bezdek
Co-Chairman of the Board
Scott Wagner
Co-Chairman of the Board
Santa Monica, California
April 29, 2026
