GoodRx Holdings Inc.
12/12/2025 | Press release | Distributed by Public on 12/12/2025 15:27
Management Change/Compensation (Form 8-K)
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On December 9, 2025, the Board of Directors of GoodRx Holdings, Inc. (the "Company") approved the entry by
GoodRx, Inc. (a subsidiary of the Company) into retention bonus letter agreements (the "Retention Bonus Agreements") with
each of Wendy Barnes, Chief Executive Officer and President of the Company, and Chris McGinnis, Chief Financial Officer
and Treasurer of the Company. The Retention Bonus Agreements were entered into on December 9, 2025.
Pursuant to their respective Retention Bonus Agreements, Ms. Barnes and Mr. McGinnis are eligible to receive cash
retention bonuses in the amounts of $2,000,000 and $1,000,000, respectively (the "Retention Bonuses"), payable within 15
days following the execution of their respective Retention Bonus Agreements. The Retention Bonuses are subject to
repayment if the executive's employment is terminated either (a) by the executive without "good reason" or (b) by the
Company for "cause" (each, as defined in the Retention Bonus Agreements), as follows: (i) one hundred percent (100%) of
the after-tax amount of the Retention Bonus if such termination occurs on or prior to December 31, 2026 or (ii) fifty percent
(50%) of the after-tax amount of the Retention Bonus if such termination occurs on or after January 1, 2027 but prior to
December 31, 2027. Under the Retention Bonus Agreements, Ms. Barnes and Mr. McGinnis shall not receive any payment
under the Company's 2025 executive bonus plan or any Company annual cash incentive or discretionary bonus program
applicable to all or a portion of 2025.
The foregoing description of the Retention Bonus Agreements does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of the Retention Bonus Agreements, copies of which are filed as Exhibit 10.1 and
Exhibit 10.2 hereto and incorporated by reference herein.
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