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 6, 2024 2:00 p.m. (Pacific Time) |
GOODRX HOLDINGS, INC. 2701 OLYMPIC BOULEVARD, WEST BUILDING – SUITE 200, SANTA MONICA, CA 90404 |
April 25, 2024
To Our Stockholders:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders ("Annual Meeting") of GoodRx Holdings, Inc.
(the “Company”) to be held on Thursday, June 6, 2024 at 2:00 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/
GDRX2024. 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
Chairman of the Board
Notice of Annual Meeting of Stockholders To be Held on Thursday, June 6, 2024 |
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 2:00 p.m., Pacific Time, on Thursday, June 6, 2024. 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/GDRX2024. The Annual Meeting
is called for the following purposes:
To elect Douglas Hirsch, Kelly J. Kennedy and Agnes Rey-Giraud as Class I Directors to serve until the 2027 Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified; | ||
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; | ||
To approve, on an advisory (non-binding) basis, the compensation of our named executive officers; and | ||
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 8, 2024, 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 25, 2024
CONTENTS | Page | |
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 Thursday, June 6, 2024 (the “Annual Meeting”), at
2:00 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/GDRX2024 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 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 8, 2024 (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 94,112,823 shares of Class A common stock and 280,869,320 shares of Class B
common stock issued and outstanding and entitled to vote at the Annual Meeting, representing approximately 3.2% and
96.8% 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, 2023 (the “2023 Annual Report”) will be released on or about April 26, 2024 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 THURSDAY, JUNE 6, 2024
This proxy statement and our 2023 Annual Report are available at http://www.proxyvote.com/
PROPOSALS |
At the Annual Meeting, our stockholders will be asked:
To elect Douglas Hirsch, Kelly J. Kennedy and Agnes Rey-Giraud as Class I Directors to serve until the 2027 Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified; | ||
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; | ||
To approve, on an advisory (non-binding) basis, the compensation of our named executive officers; and | ||
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.
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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:
FOR the election of Douglas Hirsch, Kelly J. Kennedy and Agnes Rey-Giraud as Class I Directors; | ||
FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and | ||
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 2023 Annual Report available to its stockholders electronically via the Internet. On or about April 26, 2024, 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 2023 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 2023
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
866-540-7095 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 accountholders 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 2024 ANNUAL MEETING OF STOCKHOLDERS
WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING? |
The Record Date for the Annual Meeting is April 8, 2024. 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 94,112,823 shares of Class A common
stock and 280,869,320 shares of Class B common stock issued and outstanding and entitled to vote at the Annual Meeting,
representing approximately 3.2% and 96.8% 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 2024 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/GDRX2024. 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 2:00 p.m.,
Pacific Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 1:45 p.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? |
We are excited to embrace the latest technology to provide expanded access, improved communication and cost savings for
us and our stockholders. We believe the virtual meeting will enable 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.
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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 5, 2024. Stockholders may vote at the Annual Meeting by visiting www.virtualshareholdermeeting.com/
GDRX2024 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 2:00 p.m., Pacific Time, on Thursday,
June 6, 2024.
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/GDRX2024 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.
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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 PricewaterhouseCoopers 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 I 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 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 HOW WILL VOTES WITHHELD AND ABSTENTIONS BE TREATED? |
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.
Votes withheld have no effect on the election of directors and abstentions will have no effect on the ratification of the
appointment of PricewaterhouseCoopers LLP or the approval, on an advisory (non-binding) basis, of the compensation of
our named executive officers.
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 PricewaterhouseCoopers 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 2024 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.
5
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 2024
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 2024 Annual Meeting of Stockholders?”
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PROPOSALS TO BE VOTED ON
PROPOSAL 1: Election of Directors |
At the Annual Meeting, three (3) Class I Directors are to be elected to hold office until the Annual Meeting of Stockholders to
be held in 2027 and until such director’s successor is elected and qualified or until such director’s earlier death, resignation
or removal.
The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the
three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class I Directors. Votes withheld
and broker non-votes will have no effect on the outcome of the vote on this proposal.
The size of our Board is currently fixed at ten (10) members, with eight (8) directors presently serving and two (2) vacancies.
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 currently expires at the Annual Meeting and
whose subsequent term will expire at the 2027 Annual Meeting of Stockholders; Class II, whose term will expire at the 2025
Annual Meeting of Stockholders; and Class III, whose term will expire at the 2026 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 and Trevor Bezdek; and the current Class III Directors are Julie Bradley, Dipanjan Deb and Gregory
Mondre. There is currently one vacancy in Class II and one vacancy in Class III. Proxies cannot be voted for a greater
number of persons than the number of nominees named in this proposal.
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, Douglas Hirsch has been designated by the Idea Men Stockholders as a Class I Director and Agnes Rey-
Giraud has been designated by the Silver Lake Stockholders as a Class I director. Kelly J. Kennedy has also been
designated for appointment to the Board as a Class I director and an Independent Director Designee (as defined below)
pursuant to the Stockholder Agreement. Ms. Kennedy joined our Board in December 2023 and was initially identified as a
director candidate by one of our non-management directors at that time. 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 I 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.
VOTE REQUIRED |
The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the
three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class I Directors. Votes withheld
and broker non-votes will have no effect on the outcome of the vote on this proposal.
RECOMMENDATION OF THE BOARD OF DIRECTORS |
☑ | The Board of Directors unanimously recommends a vote FOR the election of the below Class I Director nominees. |
7
NOMINEES FOR CLASS I DIRECTORS (CURRENT TERMS TO EXPIRE AT THE ANNUAL MEETING) |
The nominees for election to the Board as Class I Directors are as follows:
Name | Age | Served as a Director Since | Positions with GoodRx | |||
Douglas Hirsch | 53 | 2011 | Chief Mission Officer and Director | |||
Kelly J. Kennedy | 55 | 2023 | Director | |||
Agnes Rey-Giraud | 59 | 2016 | Director |
The principal occupations and business experience, for at least the past five years, of each of the Class I Director nominees
are as follows:
DOUGLAS HIRSCH | Age 53 |
Douglas Hirsch is one of our co-founders and has served as our Chief Mission Officer since April 2023 and as a member of
our Board since our founding in September 2011. Previously, Mr. Hirsch was a Chief Executive Officer of the Company from
September 2011 to April 2023. 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 55 |
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 for Willow Innovations, Inc., 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. Prior to that, Ms. Kennedy
served as the Chief Financial Officer of Sur La Table, Inc. from June 2015 to September 2018, as the Chief Financial Officer
of See’s Candies from January 2014 to June 2015 and as the Chief Financial Officer and Treasurer of Annie’s Inc. from
August 2011 to November 2013. Ms. Kennedy has also served in various senior financial roles at Revolution Foods, Inc.,
Established Brands, Inc., Serena & Lily Inc., Forklift Brands, Inc., Elephant Pharm, Inc., 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 currently serves on the board of directors of several private companies, including FirstFruits Farms LLC, since
December 2019, RAD Power Bikes, Inc., since July 2021, and Skinny Mixes LLC, since July 2023. Previously, Ms. Kennedy
served on the board of directors of the private company, Sur La Table, Inc., from September 2018 to November 2020. 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. As described
above, Ms. Kennedy served as a director of Sur La Table, where she also served as Chief Financial Officer from June 2015
to September 2018. Sur La Table filed a voluntary petition for bankruptcy on July 8, 2020.
AGNES REY-GIRAUD | Age 59 |
Agnes Rey-Giraud has served as a member of our Board since June 2016. Ms. Rey-Giraud is the Founder and Chairman of
Acera Surgical Inc., a bioscience company, where she served 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 ("PBM") organization. Ms. Rey-Giraud has served on the board of directors of UpHealth, Inc. since
June 2021, where she is a member of its audit committee and nominating and 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 2025 ANNUAL MEETING) |
The current members of the Board who are Class II Directors are as follows:
Name | Age | Served as a Director Since | Positions with GoodRx | |||
Christopher Adams | 44 | 2015 | Director | |||
Trevor Bezdek | 46 | 2011 | Chairman of the Board |
The principal occupations and business experience, for at least the past five years, of each Class II Director are as follows:
CHRISTOPHER ADAMS | Age 44 |
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 46 |
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 was appointed as Chairman of the Board in April 2023. 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.
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2026 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 | |||
Julie Bradley | 55 | 2020 | Director | |||
Dipanjan Deb | 54 | 2015 | Director | |||
Gregory Mondre | 49 | 2018 | Director |
The principal occupations and business experience, for at least the past five years, of each Class III Director are as follows:
JULIE BRADLEY | Age 55 |
Julie Bradley has served as a member of our Board since August 2020. Since July 2022, Ms. Bradley has served as the
Chief Executive Officer and Chair of the Board of RegimenMD, Inc., an online skincare marketplace. She previously served
as Senior Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer of TripAdvisor, Inc., a public
company that operates an online travel planning website and mobile app, from October 2011 to November 2015. Currently,
Ms. Bradley serves on the board of directors of ContextLogic Inc., since October 2020, and First Watch Restaurant Group,
Inc., since January 2020, in each case, where she is the chair of their respective audit committee. She also currently serves
on the board of directors of the private company, BitSight Technologies, Inc., since March 2022, where she is a member of
its audit committee. Ms. Bradley previously served on the board of directors of other publicly traded companies, including
Wayfair Inc. from September 2012 to May 2021, where she was the chair of its audit committee and a member of its
nominating and corporate governance committee, Highland Transcend Partners I Corp. from December 2020 to December
2022, where she served as the chair of its compensation committee, and Blue Apron Holdings, Inc. from November 2015 to
October 2020, where she served on its audit committee and compensation committee. Ms. Bradley received a B.A. in
Economics from Wheaton College. We believe Ms. Bradley is qualified to serve on our Board due to her financial expertise
and experience serving on the board of directors of numerous technology-based companies.
9
DIPANJAN DEB | Age 54 |
Dipanjan Deb has served as a member of our Board since October 2015. Mr. Deb is a co-founder of Francisco Partners, a
global investment firm that specializes in partnering with technology and technology-enabled businesses, and has served as
the Managing Partner and Chief Executive Officer of Francisco Partners since September 2005. Mr. Deb has also served as
a Partner of Francisco Partners since its founding in August 1999. Prior to founding Francisco Partners, Mr. Deb was a
principal at TPG Capital, a private equity firm, a Director of Semiconductor Banking at Robertson, Stephens & Company and
a management consultant at McKinsey & Company, Inc. Mr. Deb has served on the board of directors of numerous public
companies, including, most recently, LegalZoom.com, Inc. from August 2018 to June 2023, and currently serves on the
board of directors of several private companies. Mr. Deb holds a B.S. in Electrical Engineering and Computer Science from
the University of California, Berkeley and an M.B.A. from the Stanford Graduate School of Business. We believe that Mr.
Deb is qualified to serve as a member of our Board because of his experience in the private equity and venture capital
industries analyzing, investing in and serving on the boards of directors of manufacturing and technology companies.
GREGORY MONDRE | Age 49 |
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 committee. He previously served as a director of Expedia Group, Inc. from
May 2020 to October 2021 and of GoDaddy Inc. ("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 I 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.
10
PROPOSAL 2: Ratification of Appointment of Independent Registered Public Accounting Firm |
Our Audit Committee has appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm for
the fiscal year ending December 31, 2024. Our Board has directed that this appointment be submitted to our stockholders
for ratification. Although ratification of our appointment of PricewaterhouseCoopers LLP is not required, we value the
opinions of our stockholders and believe that stockholder ratification of our appointment is a good corporate governance
practice. As a result, this is a non-binding vote.
PricewaterhouseCoopers LLP has continually served as our independent registered public accounting firm since 2018.
Neither PricewaterhouseCoopers LLP nor any of its members has any direct or indirect financial interest in or any
connection with us in any capacity other than as our auditors, providing audit and non-audit related services. A
representative of PricewaterhouseCoopers LLP is expected to attend the Annual Meeting, 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.
In the event that the appointment of PricewaterhouseCoopers LLP is not ratified by the stockholders, the Audit Committee
will consider this fact when it appoints the independent auditors for the fiscal year ending December 31, 2025. Even if the
appointment of PricewaterhouseCoopers LLP is ratified, the Audit 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.
VOTE REQUIRED |
This proposal requires the approval of the majority of the votes cast. Abstentions will have no effect on the proposal.
Because brokers have discretionary authority to vote on the ratification of the appointment of PricewaterhouseCoopers LLP,
we do not expect any broker non-votes in connection with this proposal.
RECOMMENDATION OF THE BOARD OF DIRECTORS |
☑ | The Board of Directors unanimously recommends a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm. |
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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS |
The Audit Committee has reviewed the Company's audited financial statements for the fiscal year ended December 31,
2023 and has discussed these financial statements with management and the Company’s independent registered public
accounting firm. The Audit 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 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 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 Committee concerning
independence. In addition, the Audit 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
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, 2023.
Julie Bradley (Chair)
Agnes Rey-Giraud
Kelly J. Kennedy
This Audit 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.
12
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS |
Set forth below are the fees of our independent registered public accounting firm, PricewaterhouseCoopers LLP, billed to us
for the fiscal years ended December 31, 2023 and 2022 (in thousands):
Fee Category | Fiscal 2023 | Fiscal 2022 | ||
Audit Fees | $2,545 | $2,707 | ||
Audit-Related Fees | $— | $— | ||
Tax Fees | $— | $15 | ||
All Other Fees | $1 | $1 | ||
Total Fees | $2,546 | $2,723 |
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, 2023 or 2022.
TAX FEES |
Tax fees are comprised of fees for a variety of permissible services relating to tax compliance, tax studies, and tax advice.
ALL OTHER FEES |
All Other Fees relate to license fees for disclosure checklist software.
AUDIT COMMITTEE PRE-APPROVAL POLICY AND PROCEDURES |
The Audit 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 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 Committee, it requires specific pre-approval by the Audit 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 Committee considers whether such services are consistent with the SEC’s rules on
auditor independence. The Audit 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 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 Committee or the Chair of the Audit Committee. The Audit 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 PricewaterhouseCoopers LLP in 2023 and 2022 were approved in accordance with the Pre-Approval Policy.
13
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 25 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 2024 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. The Board values constructive dialogue on executive
compensation and other significant governance topics with the Company's stockholders and encourages all stockholders to
vote their shares on this important matter.
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 2025 Annual Meeting of
Stockholders.
VOTE REQUIRED |
This proposal requires the approval of the majority of the votes cast. Abstentions and broker non-votes are not considered to
be votes cast and accordingly, will have no effect on the outcome of the vote on this proposal.
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. |
14
EXECUTIVE OFFICERS |
The following table identifies our current executive officers:
Name | Age | Position | ||
Scott Wagner 1 | 53 | Interim Chief Executive Officer | ||
Douglas Hirsch 2 | 53 | Chief Mission Officer and Director | ||
Trevor Bezdek 3 | 46 | Chairman of the Board | ||
Karsten Voermann 4 | 54 | Chief Financial Officer | ||
Romin Nabiey 5 | 37 | Chief Accounting Officer |
_________________________________
(1)Scott Wagner has served as our Interim Chief Executive Officer since April 2023. Previously, Mr. Wagner was an investor and advisor to technology
companies. From July 2012 to September 2019, Mr. Wagner served in various leadership roles at GoDaddy, a leading internet domain registrar and
web hosting company, including as Chief Executive Officer from 2017 to 2019, as President, Chief Financial Officer and Chief Operating Officer from
2013 to 2017, and as Interim Chief Executive Officer from 2012 to 2013. During Mr. Wagner’s tenure, Mr. Wagner oversaw GoDaddy’s operational
transformation from a leading domain name registrar in the United States into a global software-as-a-service company. Prior to GoDaddy, Mr. Wagner
served as a Partner at KKR & Co. Inc., a global investment company, where he 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.
since September 2021. Mr. Wagner previously served on the board of directors of GoDaddy from December 2017 to September 2019. Mr. Wagner also
serves on the board of directors of private companies GoFundMe, Inc. and Kajabi, LLC. Mr. Wagner holds a B.A. degree in Economics from Yale
University and an M.B.A. degree from Harvard Business School.
(4)Karsten Voermann has served as our Chief Financial Officer since March 2020 and has over 20 years of financial experience with public and private
companies. From May 2018 to February 2020, Mr. Voermann served as Chief Financial Officer of Mercer Global Advisors, Inc., an investment advisory
services firm, and from July 2015 to May 2018, Mr. Voermann served as Chief Financial Officer of Ibotta, Inc., an app-based provider of consumer
discounts on consumer packaged goods and other items. Mr. Voermann holds an H.B.A. in Business from the University of Western Ontario and an
M.B.A. from Harvard Business School.
(5)Romin Nabiey has served as our Chief Accounting Officer since April 2022. From May 2017 to April 2022, Mr. Nabiey served in various controllership
roles at the Company, including as our Senior Vice President, Corporate Controller from September 2020 to April 2022, Vice President, Finance &
Corporate Controller from January 2019 to September 2020, and Controller from May 2017 to December 2019. Prior to joining the Company, Mr.
Nabiey served in management-level accounting and finance roles at Doctor Evidence, LLC and NantWorks, LLC, a pharmaceutical technology
company and a private equity firm in the life science industry, respectively. Prior to those roles, Mr. Nabiey worked as an auditor at Ernst & Young. Mr.
Nabiey is a licensed CPA and holds a B.A. in Accounting and a B.A. in Finance from California State University, Fullerton.
15
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 Committee, Compensation Committee and Compliance
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 |
The size of our Board is currently fixed at ten (10) members, with eight (8) directors presently serving and two (2) vacancies
consisting of a Class II directorship and a Class III directorship. Our current directors are: Christopher Adams, Trevor
Bezdek, Julie Bradley, Dipanjan Deb, Douglas Hirsch, Kelly J. Kennedy, Gregory Mondre and Agnes Rey-Giraud. The
following changes to our Board's composition occurred since the beginning of 2023:
•Jacqueline Kosecoff resigned, effective June 30, 2023;
•Kelly J. Kennedy was appointed, effective December 21, 2023;
•Stephen LeSieur resigned, effective March 14, 2024; and
•Adam Karol resigned, effective March 22, 2024.
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.
BOARD DIVERSITY MATRIX |
Board Diversity Matrix (As of April 25, 2024)
Total Number of Directors | 8 | |||
Female | Male | Non-Binary | Did Not Disclose Gender | |
Part I: Gender Identity | ||||
Directors | 3 | 5 | — | — |
Part II: Demographic Background | ||||
African American or Black | — | — | — | — |
Alaskan Native or Native American | — | — | — | — |
Asian | — | 1 | — | — |
Hispanic or Latinx | — | — | — | — |
Native Hawaiian or Pacific Islander | — | — | — | — |
White | 3 | 4 | — | — |
Two or More Races or Ethnicities | — | — | — | — |
LGBTQ+ | 1 | |||
Did Not Disclose Demographic Background | — | |||
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”), 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”), and Idea Men, LLC (the “Idea Men Stockholders,” and, together with the Silver
Lake Stockholders, the Francisco Partners Stockholders and the Spectrum Equity Stockholders, the “Sponsor
Stockholders”), pursuant to which we granted each Sponsor Stockholder certain board designation rights subject to such
16
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”), the Spectrum Stockholders (each such designated individual, a “Spectrum
Designee”) and the Idea Men Stockholders (each such designated individual, an “Idea Men Designee,” and, together with
the Silver Lake Designees, Francisco Partners Designees and Spectrum Designee, 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; (C) Spectrum Designees serving as directors will be equal to one
(1) director, if Spectrum Stockholders continue to beneficially own at least 5% of the aggregate number of shares of
Common Stock outstanding immediately following the Closing Date; and (D) Idea Men Designees serving as directors will
be equal to 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, each of the Silver Lake Stockholders and the Spectrum
Stockholders retain their respective right to designate one additional member of our Board to fill the existing Class II and
Class III vacancies, respectively.
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 Designees and (ii) the election of two (2) directors who are not affiliated with any
Sponsor Stockholder and who satisfy 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,
Francisco Partners Designees or the Spectrum Designee 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, Francisco Partners Designees or Spectrum Designee 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.
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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, Julie Bradley, Dipanjan Deb, 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 Julie Bradley, Kelly J. Kennedy and Agnes Rey-Giraud, who comprise our Audit Committee,
and Christopher Adams and Gregory Mondre, who comprise 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 Adam Karol, Jacqueline Kosecoff and Stephen LeSieur qualified as
an "independent director" under Nasdaq Rules for the period in 2023 during which he or she served on our Board, and
satisfied the relevant additional independence standards regarding the committees on which he or she served in 2023, 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
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, six out of eight of the directors on our Board qualify as independent under the Nasdaq Rules, and our
Compensation Committee consists entirely of independent directors under the Nasdaq rules. However, our Nominating and
Corporate Governance Committee is 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. In 2023, the Company utilized the services
of Heidrick & Struggles, a third-party director and executive search firm, to identify and evaluate potential director candidates
based on the criteria and principles described below. 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 and Agnes Rey-Giraud, (ii) by the Francisco Partners Stockholders are
Christopher Adams and Dipanjan Deb and (iii) by the Idea Men Stockholders are Trevor Bezdek and Douglas Hirsch.
Pursuant to the Stockholders Agreement, each of the Silver Lake Stockholders and the Spectrum Stockholders retain their
respective right to designate one additional member of our Board to fill the existing Class II and Class III vacancies,
respectively.
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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; diversity of background and
perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience;
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.
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 Chairman of the Board about corporate governance, corporate strategy, Board-related matters or other
substantive matters that our General Counsel and/or Chairman of the Board considers 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 Committee with respect to such matters.
BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT |
Our Board appointed Trevor Bezdek to serve as Chairman of the Board, effective April 25, 2023. We believe it is in the best
interest of the Company and our stockholders for Mr. Bezdek to serve as Chairman of the Board due to his deep knowledge
of our business and his significant industry relationships, which position him 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 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-
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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 Chairman of the Board is 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 Chairman of the Board. If the Chairman of
the Board is an Independent Director, the Chairman 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 Committee is responsible for overseeing our
overall risk management process and the implementation of risk mitigation strategies by management. Additionally, our Audit
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, including financial and enterprise
risks. 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 Compliance Committee is responsible for overseeing our 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 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.
COMPENSATION RISK ASSESSMENT |
The 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.
ANTI-HEDGING POLICY |
Our Board has adopted an Insider Trading Compliance Policy, which applies to all of our directors, officers and employees.
Unless pre-approved by our Board in each instance, the policy prohibits our directors, officers and employees and any
entities they control 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 directors’ and executive officers’ interests with those of our stockholders, we have adopted stock
ownership guidelines, which require that, during their respective tenures, our non-employee directors (other than a non-
employee director that elects not to receive compensation in connection with his or her service) and executive officers who
are designated as “officers,” as defined in Rule 16a-1(f) of the Exchange Act, maintain ownership of Qualifying Shares (as
defined below) with an aggregate market value as set forth below:
Title | Minimum Required Ownership | |
Non-employee Directors | 5 X annual base cash retainer | |
Chief Executive Officer and founders | 6 X annual base salary | |
Chief Operating Officer and Chief Financial Officer | 3 X annual base salary | |
Other applicable executive officers | 1 X annual base salary |
Each individual covered by the stock ownership guidelines 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 is appointed or elected as a non-employee director or executive officer (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, but unsettled or deferred
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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”).
In determining whether a covered individual has achieved his or her minimum ownership requirement, the market value of
each share of Qualifying Shares shall be 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.
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 six meetings of the Board during the fiscal year ended December 31, 2023. During the fiscal year ended
December 31, 2023, 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 one of our directors who were then serving on
the Board attended our 2023 Annual Meeting of Stockholders.
COMMITTEES OF THE BOARD |
Our Board has established four standing committees—Audit, Compensation, Compliance and Nominating and Corporate
Governance—each of which operates under a written charter that has been approved by our Board.
The current members of each of the Board's standing committees are set forth in the following chart.
Name | Audit | Compensation | Compliance | Nominating and Corporate Governance | ||||
Christopher Adams | X | Chair | ||||||
Trevor Bezdek | X | X | ||||||
Julie Bradley | Chair | |||||||
Kelly J. Kennedy1 | X | |||||||
Gregory Mondre2 | Chair | |||||||
Agnes Rey-Giraud | X | Chair |
_________________________________
(1)Ms. Kennedy was appointed to the Board and its Audit Committee, effective December 21, 2023.
(2)Mr. Mondre stepped down as a member of the Nominating and Corporate Governance Committee, effective July 24, 2023.
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AUDIT COMMITTEE |
Our Audit 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; and
•establishing procedures for the confidential anonymous submission of concerns regarding questionable
accounting or auditing matters.
The Audit Committee charter is available on the “Governance” section of our website at investors.goodrx.com. The current
members of the Audit Committee are Julie Bradley, Kelly J. Kennedy and Agnes Rey-Giraud, with Julie Bradley serving as
Chair. Our Board has determined that all members of the Audit 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 Committee meet the “financial
literacy” requirement for Audit Committee members under Nasdaq Rules and Julie Bradley and Kelly J. Kennedy are each
an “audit committee financial expert” within the meaning of the SEC rules.
The Audit Committee met seven times during the fiscal year ended December 31, 2023.
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 managemen