0001809519FALSE2701 Olympic BoulevardSanta MonicaCalifornia00018095192024-10-222024-10-22
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________
FORM 8-K
________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 22, 2024
________________________________________
GoodRx Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
________________________________________
Delaware
001-39549
47-5104396
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
2701 Olympic Boulevard
Santa Monica, California
90404
(Address of Principal Executive
Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (855) 268-2822
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per
share
GDRX
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act
of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Departure of Director
On October 22, 2024, Julie Bradley notified GoodRx Holdings, Inc. (the “Company”) of her decision to resign as a
member of the Board of Directors of the Company (the “Board”), including from her service on the Board’s Audit and Risk
Committee, effective as of November 8, 2024 (the “Effective Date”). Ms. Bradley has indicated to the Company that her
decision to resign is as a result of her other personal and professional commitments, and not the result of any disagreement
with the Company or its management on any matter relating to the Company’s operations, policies or practices.
Director Election
On October 25, 2024, the Board, upon the recommendation of its Nominating and Corporate Governance Committee,
elected Ronald E. Bruehlman as a Class III director, effective as of the Effective Date, to fill the vacancy on the Board
created by the resignation of Julie Bradley. Mr. Bruehlman’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. Bruehlman as the Chair of the Board’s Audit and Risk Committee. The Board has determined that Mr.
Bruehlman (i) qualifies as an “independent director,” as defined under the rules of The Nasdaq Stock Market LLC (the
“Nasdaq Rules”), (ii) satisfies the additional independence standards for the Audit and Risk Committee established by
applicable Nasdaq Rules and the rules of the Securities and Exchange Commission (the “SEC”) and (iii) qualifies as an
“audit committee financial expert” under the criteria set forth in Item 407(d)(5) of Regulation S-K.
There are no arrangements or understandings between Mr. Bruehlman and any other person pursuant to which Mr.
Bruehlman was selected as a director, and there are no transactions in which the Company is a party and in which Mr.
Bruehlman has a material interest subject to disclosure under Item 404(a) of Regulation S-K. Mr. Bruehlman is expected to
enter 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) filed by the
Company with the SEC on September 14, 2020.
Compensation of Mr. Bruehlman
Mr. Bruehlman will receive the standard compensation received by non-employee directors under the Company’s
amended and restated Non-Employee Director Compensation Program (the “A&R Director Compensation Program”).
Pursuant to the A&R Director Compensation Program, Mr. Bruehlman will be 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 $132,329, in
each case, on the Effective Date. The number of RSUs underlying each award will be determined by dividing the value by
the average closing price for the Company’s Class A common stock over the 30 calendar days preceding the grant date (the
“30-Day Average Closing Price”). 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 continued service through the applicable vesting date (the “3-Year
Vesting Schedule”). 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 continued service through the applicable vesting date (the “2025 Annual Vesting
Schedule”). Under the A&R Director Compensation Program, Mr. Bruehlman also will 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 (pro-rated
based on his service during the 2024 fiscal year), (b) an additional annual cash retainer of $20,000 for his service as the
Chair of the Audit and Risk Committee (pro-rated based on his service during the 2024 fiscal year) 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 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.
Bruehlman 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.
Transition of Chief Mission Officer
On October 22, 2024, the Company and Douglas Hirsch, the Company’s Chief Mission Officer, mutually agreed to end
Mr. Hirsch’s employment with the Company and its subsidiaries upon the expiration of his employment agreement on
October 25, 2024. Mr. Hirsch will continue to serve as a member of the Board as a non-employee director.
Compensation of Mr. Hirsch
Following his termination of employment, as a non-employee director, Mr. Hirsch will be eligible to receive the
standard compensation received by non-employee directors under the A&R Director Compensation Program and will be
permitted to participate in the Deferred Compensation Plan. Under the A&R Director Compensation Program, Mr. Hirsch will
be eligible to receive (i) an annual cash retainer of $30,000 for his service on the Board (pro-rated based on his service as a
non-employee director during the 2024 fiscal year), and (ii) 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 granted on such annual meeting date. Additionally,
in connection with Mr. Hirsch’s transition to a non-employee director, the Board, based on the recommendation of its
Compensation Committee, granted Mr. Hirsch (a) a one-time award of RSUs with a value of $420,000, which will vest in
accordance with the 3-Year Vesting Schedule; and (b) an award of RSUs with a value of $140,521, which will vest in
accordance with the 2025 Annual Vesting Schedule. These awards were granted on October 26, 2024, and the number of
RSUs underlying each award was determined by dividing the applicable award value by the 30-Day Average Closing Price.
Amendment to Bezdek Employment Agreement
On October 25, 2024, the Company, through its indirect wholly owned subsidiary, GoodRx, Inc. (“GoodRx”), and
Trevor Bezdek, the Company’s Chairman of the Board, entered into a First Amendment (the “Amendment”) to that certain
Second Amended and Restated Employment Agreement, by and between GoodRx and Mr. Bezdek, dated April 25, 2023
(the “Employment Agreement”). The Amendment amends the Employment Agreement as follows:
i.The term of the Employment Agreement will be extended through October 25, 2025.
ii.With respect to calendar year 2025, Mr. Bezdek will be eligible to receive a cash incentive bonus targeted at 100%
of his base salary, subject to continued employment through October 25, 2025; provided that the 2025 cash
incentive bonus will be pro-rated through October 25, 2025.
iii.Mr. Bezdek will not be eligible to receive any severance payments or benefits in connection with his termination of
employment for any reason.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference
herein.
Item 7.01. Regulation FD Disclosure.
A copy of the Company’s press release announcing the election of Mr. Bruehlman as a director and his committee
assignment is attached hereto as Exhibit 99.1.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is furnished and shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the
Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
The following exhibits are included with this Current Report on Form 8-K:
*Furnished herewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.
GOODRX HOLDINGS, INC.
Date:
October 28, 2024
By:
/s/ Karsten Voermann
Name: Karsten Voermann
Title: Chief Financial Officer
Exhibit 10.1
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT
AGREEMENT (this “First Amendment”), is made as of October 25, 2024 (the “Amendment Effective
Date”), by and between GoodRx, Inc., (the “Corporation”) and Trevor Bezdek (the “Executive”). 
Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in
the Employment Agreement (as defined below).
RECITALS
A.The Corporation and the Executive have entered into that certain Second Amended and Restated
Employment Agreement, dated April 25, 2023 (the “Employment Agreement”). 
B.The parties hereto wish to amend certain terms of the Employment Agreement.
AMENDMENT
The parties hereto hereby amend the Employment Agreement as follows, effective as of the Amendment
Effective Date. 
1.Section 2.  The first sentence of Section 2 of the Employment Agreement is hereby deleted and
replaced in its entirety as follows:
“The parties acknowledge that the Executive has been an employee of
the Corporation prior to the date of this Agreement and that the
Executive’s employment under this Agreement commenced on April 25,
2023, which date will be hereinafter referred to as the “Effective Date”
and shall be for a term ending on October 25, 2025, unless earlier
terminated in accordance with the terms of this Agreement (the
“Term”).”
2.Section 3.2.  The last sentence of Section 3.2 of the Employment Agreement is hereby deleted
and replaced in its entirety as follows:
“The actual Incentive Bonus earned for each calendar year (which, for
clarity, may exceed or be less than the target Incentive Bonus), shall be
paid as soon as practicable following the Board’s (or its subcommittee’s)
approval of the amount of the Incentive Bonus, but no later than March 15
of the calendar year following the year in which the bonus is earned,
subject to the Executive’s continued employment by the Corporation or its
affiliates through the last day of the end of the calendar year covered by
the Incentive Bonus or, (i) for calendar year 2024, the 18-month
anniversary of the Effective Date and (ii) for calendar year 2025, October
25, 2025. Notwithstanding the foregoing, the Incentive Bonus for calendar
year 2025 shall be pro-rated for the portion of such calendar year ending
on October 25, 2025.”
2
3.Section 5.3.  Section 5.3 of the Employment Agreement is hereby deleted and replaced in its
entirety as follows:
“(a) Upon termination of the Executive’s employment for any reason, the
Corporation shall pay (i) on the Corporation’s first regularly scheduled
payroll date following the Separation Date (or earlier if required by
applicable law), any Base Salary, PTO, and any other amounts required
under applicable law that had accrued or been earned but had not been
paid on or before the Separation Date; (ii) any accrued but unpaid
Incentive Bonus for a performance period ending on or preceding the
Separation Date (payable in accordance with Section 3.2), and (iii)
within thirty (30) days following the Separation Date, any reimbursement
due to the Executive pursuant to Section 4.2 for expenses incurred by the
Executive on or before the Separation Date. Following the payment of
the foregoing, the Corporation shall have no further obligation to make
or provide to the Executive, and the Executive shall have no further right
to receive or obtain from the Corporation any other payments or benefits.
(b) [Reserved.]
(c) [Reserved.]
(d) The foregoing provisions of this Section 5.3 shall not affect: (i)
payment of the amounts set forth in Section 5.3(a), (ii) the Executive’s
receipt of benefits otherwise due terminated employees under group
insurance coverage consistent with the terms of the applicable
Corporation welfare benefit plan; (iii) the Executive’s rights under
COBRA to continue participation in medical, dental, hospitalization and
such other benefit plans covered by COBRA; or (iv) the Executive’s
receipt of any vested payments or benefits otherwise due in accordance
with the terms of an applicable equity compensation plan maintained by
the Corporation or Holdings and the Corporation’s 401(k) plan (if any).”
4.Section 5.4.  Section 5.4 of the Employment Agreement is hereby deleted and replaced in its
entirety as follows:
“5.4 Exclusive Remedy. The Executive agrees that the payments and
benefits contemplated by Section 5.3 shall constitute the exclusive and
sole remedy for any termination of employment during the Term of this
Agreement and the Executive covenants not to assert or pursue any other
remedies, at law or in equity, with respect to any termination of
employment.”
5.Section 6.3.  Section 6.3 of the Employment Agreement is hereby deleted and replaced in its
entirety as follows:
“[Reserved.]”
3
6.Section 13.  Section 13 of the Employment Agreement is hereby deleted and replaced in its
entirety as follows:
“Sections 1.3, 1.4, 3.2, 5, 6.1, 8, 9, 12, 14, 15, 16, 17, 18, 20 and 23 shall
survive any termination of this Agreement. Sections 1.3, 1.4, 3.2, 5.3(a),
6.1, 8, 9, 12, 14, 15, 16, 17, 18, 20 and 23 of this Agreement shall
survive the expiration of this Agreement.”
7.Section 18.  The first paragraph of Section 18 of the Employment Agreement is hereby deleted
and replaced in its entirety as follows:
“This Agreement is intended to meet the requirements of Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”), and
shall be interpreted and construed consistent with that intent. Each
payment provided hereunder is intended to be a separate payment for
purposes of Section 409A of the Code, including Treasury Regulation
1.409A-2(b)(2). All payments of nonqualified deferred compensation
subject to Section 409A to be made upon a termination of employment
under this Agreement may only be made upon the Executive’s
“separation from service” (within the meaning of Section 409A of the
Code) (a “Separation from Service”).”
8.Exhibit A.  The General Release of Claims attached as Exhibit A to the Employment Agreement
is hereby deleted in its entirety.
9.This First Amendment shall be and, as of the Amendment Effective Date, is hereby incorporated
in and forms a part of, the Employment Agreement.
10.Except as expressly provided herein, all terms and conditions of the Employment Agreement
shall remain in full force and effect. 
(Signature page follows)
[Signature Page to First Amendment to Second A&R Employment Agreement]
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of
the Amendment Effective Date.
GOODRX, INC.
By:
/s/ Gracye Cheng
Name:
Gracye Cheng
Title:
General Counsel, SVP
“EXECUTIVE”
/s/ Trevor Bezdek
Trevor Bezdek
Ronald E. Bruehlman Joins GoodRx Board of Directors
IQVIA CFO brings 39 years of healthcare and finance expertise to GoodRx
SANTA MONICA, Calif. October 28, 2024 - GoodRx Holdings, Inc. (Nasdaq: GDRX) ("we," "us," "our,"
“GoodRx” or the “Company”), the leading prescription savings platform in the U.S., today announced the
election of Ronald E. Bruehlman to its Board of Directors, effective November 8, 2024. Mr. Bruehlman
brings to GoodRx 39 years of finance experience in the healthcare services, industrial and petroleum
industries. He currently serves as Chief Financial Officer of IQVIA, a global provider of advanced
analytics, technology solutions, and contract research. Prior to IQVIA, he served as CFO of IMS Health
and had a 23-year career at United Technologies Corporation, where he held multiple senior finance
leadership roles of increasing responsibility. Mr. Bruehlman previously served on the board of directors
of Atotech Ltd., Q-Squared Solutions, and Clipper Windpower.
"We are thrilled to welcome Mr. Bruehlman to the GoodRx Board. His extensive expertise leading
financial strategies for public and private healthcare and technology companies is a perfect match for
GoodRx as we navigate the complex healthcare market," said Trevor Bezdek, GoodRx co-founder and
Chairman of the Board. "Mr. Bruehlman’s deep financial insight and strategic acumen will be critical as
we continue to focus on sustainable and profitable revenue growth, aiming to enhance affordability and
access to prescription medications across the country. His leadership will ensure the highest standards
of financial management and strategic risk assessment as we drive forward our mission.”
Mr. Bruehlman will also serve as the chairperson of the Board’s Audit and Risk Committee, following
Julie Bradley’s resignation as a member of GoodRx’s Board of Directors effective on November 8, 2024.
About GoodRx
GoodRx is the leading prescription savings platform in the U.S. Trusted by more than 25 million
consumers and 750,000 healthcare professionals annually, GoodRx provides access to savings and
affordability options for generic and brand-name medications at more than 70,000 pharmacies
nationwide, as well as comprehensive healthcare research and information. Since 2011, GoodRx has
helped consumers save over $75 billion on the cost of their prescriptions. 
GoodRx periodically posts information that may be important to investors on its investor relations
website at https://investors.goodrx.com. We intend to use our website as a means of disclosing material
nonpublic information and for complying with our disclosure obligations under Regulation FD.
Accordingly, investors and potential investors are encouraged to consult GoodRx’s website regularly for
important information, in addition to following GoodRx’s press releases, filings with the Securities and
Exchange Commission (“SEC”) and public conference calls and webcasts. The information contained on,
or that may be accessed through, GoodRx’s website is not incorporated by reference into, and is not a
part of, this press release.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements contained in this press release that do not relate to
matters of historical fact should be considered forward-looking statements, including, without
limitation, statements regarding the anticipated contributions from Ronald E. Bruehlman in his
directorship and expected benefits to the Company and our Board. These statements are neither
promises nor guarantees, but involve known and unknown risks, uncertainties and other important
factors that may cause our actual results, performance or achievements to be materially different from
any future results, performance or achievements expressed or implied by the forward-looking
statements, including, but not limited to, risks relating to our ability to attract and retain talent and the
important factors discussed under the caption “Risk Factors” in GoodRx’s Annual Report on Form 10-K
for the year ended December 31, 2023, and our other filings with the SEC. Any such forward-looking
statements are based on current expectations, projections and estimates as of the date of this press
release. While we may elect to update such forward-looking statements at some point in the future, we
disclaim any obligation to do so, even if subsequent events cause our views to change.
Investor Contact
ir@goodrx.com
Media Contact
press@goodrx.com
v3.24.3
Document And Entity Information
Oct. 22, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 22, 2024
Entity Registrant Name GoodRx Holdings, Inc.
Entity Emerging Growth Company false
Entity File Number 001-39549
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 47-5104396
City Area Code 855
Local Phone Number 268-2822
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, $0.0001 par value per share
Trading Symbol GDRX
Security Exchange Name NASDAQ
Amendment Flag false
Entity Central Index Key 0001809519
Entity Address, Address Line One 2701 Olympic Boulevard
Entity Address, City or Town Santa Monica
Entity Address, State or Province CA
Entity Address, Postal Zip Code 90404
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