Business Context and Reporting Period
This Form 8-K was filed by GoodRx Holdings, Inc. on May 3, 2022, reporting events occurring between May 3, 2022, and May 9, 2022. The filing addresses significant changes in executive leadership, specifically the transition of a named executive officer and the appointment of a new Chief Operating Officer.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation and personnel changes.
Material Changes
- Executive Transition: Andrew Slutsky, previously President, Consumer and a named executive officer, transitioned to Senior Vice President, Strategy and Marketing Innovation, effective May 9, 2022. He will no longer serve as an executive officer but will continue employment reporting to the Co-CEOs.
- New Appointment: Raj Beri was appointed as Chief Operating Officer, effective May 23, 2022. Mr. Beri previously served as VP of Global Grocery and New Verticals at Uber Technologies, Inc.
Compensation and Management Commentary
The filing details the compensatory arrangements for the newly appointed COO, Raj Beri, as outlined in his Offer Letter:
- Base Salary: $500,000 annually.
- Performance Bonus: Up to 100% of base salary, prorated for the first year.
- Signing Bonus: One-time payment of $500,000, subject to repayment upon voluntary resignation within the first year.
- Retention Bonus: Eligible for $500,000, subject to forfeiture upon resignation or termination for cause within the first year.
- Equity Awards:
- Restricted Stock Units (RSUs) valued at $10.8 million, vesting quarterly over four years.
- Nonqualified Stock Options valued at $7.2 million (Black-Scholes fair value), vesting quarterly over four years.
- Restrictions: No sale or transfer of shares from RSUs or options prior to the one-year employment anniversary.
- Severance Provisions:
- Termination without cause: 12 months of base salary, 100% of target bonus, and four months of COBRA coverage.
- Termination without cause within 24 months of a change in control: 12 months of base salary, 100% of target bonus, six months of COBRA coverage, and full accelerated vesting of equity awards.
Investor Verification Checklist
- Verify the exact effective dates for Andrew Slutsky's role change (May 9, 2022) and Raj Beri's appointment (May 23, 2022).
- Review the full text of the Offer Letter (Exhibit 10.1) for specific definitions of "termination for cause" and "change in control."
- Confirm the vesting schedule and cliff provisions for the $10.8 million RSU and $7.2 million stock option grants.
- Monitor future filings for any impact of these leadership changes on the company's strategic direction or financial performance.