Not independent
Tenure on this board
1.4 yrs
3 nominees · 3 ballot items.
Three proposals: (1) Election of Wendy Barnes, Ronald E. Bruehlman and Gregory Mondre as Class III Directors; (2) Ratification of KPMG LLP as GoodRx’s independent registered public accounting firm for fiscal 2026; and (3) Advisory (non-binding) approval of the compensation of the Company’s named executive officers (say-on-pay).
Elect Wendy Barnes, Ronald E. Bruehlman and Gregory Mondre as Class III Directors to serve until the 2029 Annual Meeting.
Ratify the Audit & Risk Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as disclosed in the proxy (say-on-pay).
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation program as described in the proxy, including the Compensation Discussion and Analysis, compensation tables and narrative. Management is seeking shareholder support to validate its pay practices, which it says are designed to attract, motivate and retain senior executives and align their interests with long-term stockholder value via a mix of base salary, performance-based annual cash incentives, and equity awards (stock options, RSUs, and newly introduced performance-based RSUs). The proxy discloses specific 2025 decisions that provide context: annual bonus metrics tied to Adjusted EBITDA Margin and Revenue (with a funding gate), no corporate bonus payout for most NEOs in 2025 due to not meeting revenue thresholds, large new-hire and retention awards in 2025 (including signing bonuses and $2.0M/$1.0M retention bonuses for the CEO and CFO, respectively), and substantial equity grants to align executives’ incentives with long-term performance. The vote is advisory and non-binding, but the Board and Compensation Committee state they value stockholder feedback and will consider the results when reviewing compensation policies. The Company also states it holds an annual say-on-pay vote (consistent with the 2022 stockholder recommendation) and will continue to do so, with the next advisory vote expected in 2027. Management’s counter-argument to potential criticism emphasizes governance practices: use of an independent compensation consultant, pay-for-performance linkages, stock ownership guidelines, clawback policy, and no excise tax gross-ups, with the Compensation Committee retaining discretion to adjust awards. Given recent leadership transitions, retention payments, and equity award practices disclosed in the proxy, the proposal is a focal point for stockholder scrutiny about balancing retention and pay-for-performance; a sophisticated reviewer should weigh the disclosed performance metrics and pay outcomes, the non-binding nature of the vote, and the company’s governance safeguards when assessing the merits of supporting the Board’s recommendation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Francisco Partners Management, LP | 17.74% | 60,078,184 | $118M |
| 2 | LSV ASSET MANAGEMENT | 1.47% | 4,981,931 | $10M |
| 3 | AMERIPRISE FINANCIAL INC | 1.32% | 4,455,561 | $9M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 1.26% | 4,261,516 | $8M |
| 5 | Silver Lake Group, L.L.C.Activist | 1.04% | 3,532,276 | $7M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 0.99% | 3,362,864 | $7M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 0.96% | 3,259,738 | $6M |
| 8 | Petrus Trust Company, LTA | 0.91% | 3,098,559 | $6M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 0.67% | 2,271,332 | $4M |
| 10 | PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C. | 0.62% | 2,105,502 | $4M |
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