Business Context and Reporting Period
This Form 8-K Current Report was filed by GoodRx Holdings, Inc. on January 21, 2025. The filing addresses corporate governance changes, specifically the appointment of a new director and the resignation of an existing director, effective as of the report date.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel and governance matters rather than financial performance.
Material Changes
- Appointment of Scott Wagner: Scott Wagner was appointed as a Class II director, Chair of the Compensation Committee, and Co-Chair of the Board (serving alongside Trevor Bezdek). His term expires at the 2025 Annual Meeting of Stockholders.
- Resignation of Simon Patterson: Simon Patterson resigned from the Board and its Nominating and Corporate Governance and Innovation Committees. The resignation was not due to any disagreement with the Company.
- Board Composition: Mr. Wagner's appointment filled the vacancy created by Mr. Patterson's resignation, exercised under rights granted to Silver Lake Stockholders.
Compensation and Governance Details
Mr. Wagner's compensation package under the Non-Employee Director Compensation Program includes:
- Initial RSU Award: Valued at $420,000, vesting in three equal tranches over three years.
- Pro-rated Annual RSU Award: Valued at $85,699, vesting in full by June 6, 2025, or the 2025 Annual Meeting.
- Cash Retainers: $30,000 annual retainer for Board service and an additional $15,000 for Chair of the Compensation Committee (both pro-rated for 2025).
- Future Annual Award: Eligible for an annual RSU award valued at $230,000 if serving on the Board at the time of the annual meeting.
Mr. Wagner has entered into the Company's standard indemnification agreement and may defer cash retainers and RSU settlements under the Deferred Compensation Plan for Directors.
Investor Verification Checklist
- Verify the exact vesting schedule and number of shares for Mr. Wagner's RSU grants based on the 30-day average closing price preceding the grant date.
- Confirm the updated Board composition and committee assignments following Mr. Patterson's resignation.
- Review the Stockholders Agreement dated September 22, 2020, to understand the board designation rights held by Silver Lake Stockholders.
- Monitor future filings for the 2025 Annual Meeting of Stockholders to confirm the election of Mr. Wagner's successor or re-election.