Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Director Election
As previously disclosed in the Current Report on the Form 8-K filed by GoodRx Holdings, Inc. (the “Company”) with
the Securities and Exchange Commission (the “SEC”) on March 14, 2024, Stephen LeSieur resigned as a member of the
Board of Directors of the Company (the “Board”), effective as of March 14, 2024.
On July 8, 2024, the Board, upon the recommendation of its Nominating and Corporate Governance Committee,
elected Ian T. Clark as a Class III director, effective immediately, to fill the vacancy on the Board created by the resignation
of Stephen LeSieur. As a Class III director, Mr. Clark’s term will expire at the Company’s 2026 Annual Meeting of
Stockholders and until his successor is elected and qualified or until his earlier death, resignation or removal. The Board
also appointed Mr. Clark as the Chair of the Board’s newly established Innovation Committee and as a member of the
Board’s Nominating and Corporate Governance Committee. The Board has determined that Mr. Clark qualifies as
“independent” under the rules of The Nasdaq Stock Market LLC.
There are no arrangements or understandings between Mr. Clark and any other person pursuant to which Mr. Clark
was selected as a director, and there are no transactions in which the Company is a party and in which Mr. Clark has a
material interest subject to disclosure under Item 404(a) of Regulation S-K. Mr. Clark has entered into the Company’s
standard indemnification agreement for directors and officers, the form of which was previously filed by the Company as
Exhibit 10.1 to the Registration Statement on Form S-1/A (File No. 333-248465) initially filed by the Company with the SEC
on September 14, 2020.
Director Compensation
Pursuant to the Company’s amended and restated Non-Employee Director Compensation Program (the “A&R Director
Compensation Program”), Mr. Clark was granted an initial award of restricted stock units (“RSUs”) with a value of $420,000
and a pro-rated Annual Award (as defined below) of RSUs with a value of $209,836, in each case, on the date of his election
to the Board. The number of RSUs underlying each award was determined by dividing the value by the average closing
price for the Company’s Class A common stock (“Common Stock”) over the 30 calendar days preceding the grant date. The
initial award will vest as to one-third of the shares underlying the grant on each of the first three anniversaries of the grant
date, subject to Mr. Clark’s continued service through the applicable vesting date. The pro-rated Annual Award will vest in full
on the earlier of (i) June 6, 2025 and (ii) the date of the 2025 Annual Meeting of Stockholders, subject to Mr. Clark’s
continued service through the applicable vesting date. Under the A&R Director Compensation Program, Mr. Clark will also
be eligible to receive the following compensation as a non-employee director: (a) an annual cash retainer of $30,000 for his
service on the Board (prorated based on his service during the 2024 fiscal year), (b) additional annual cash retainers of
$15,000 and $10,000 for his service as the Chair of the Innovation Committee and as a member of the Nominating and
Corporate Governance Committee (each, prorated based on his service during the 2024 fiscal year), respectively, and (c) if
serving on the Board as of the date of the annual meeting of the Company’s stockholders for a given calendar year, an
annual award of RSUs with a target value of $230,000 (each, an “Annual Award”) granted on such annual meeting date.
Pursuant to the Company’s Deferred Compensation Plan for Directors (the “Deferred Compensation Plan”), Mr. Clark
will be permitted to defer (i) all or a portion of his annual cash retainers (including any cash retainers for service on a
committee) earned under the A&R Director Compensation Program and (ii) the settlement of any of his RSU awards granted
under the A&R Director Compensation Program beyond the applicable vesting period in accordance with the terms and
conditions set forth in the Deferred Compensation Plan.
Committee Composition Update
In connection with Mr. Clark’s election and other recent changes to the Board’s composition, and to enhance the
Board’s committee structure, the Board also determined to (i) combine and reconstitute its Audit Committee and Compliance
Committee into a single Audit and Risk Committee and (ii) establish a new Innovation Committee, each effective as of July
8, 2024. Following these changes, the members of each of the Board’s standing committees are as set forth in the following
chart:
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| | | | | | | | Nominating and Corporate Governance |
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