GoodRx 10Q 2024 Q2 Quarterly report | GDRX Filing

GOODRX HOLDINGS, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

Amended and restated effective as of July 8, 2024

Eligible Directors (as defined below) on the board of directors (the “Board”) of GoodRx

Holdings, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth

in this Non- Employee Director Compensation Program (this “Program”). The cash and equity

compensation described in this Program shall be paid or be made, as applicable, automatically as set

forth herein and without further action of the Board, to each member of the Board who is not an

employee of the Company or any of its parents, affiliates or subsidiaries and who is determined by the

Board to be eligible to receive compensation under this Program (each, an “Eligible Director”), who

may be eligible to receive such cash or equity compensation, unless such Eligible Director declines the

receipt of such cash or equity compensation by written notice to the Company.

This Program, as amended, shall become effective as of the date first set forth above (the

“Effective Date”) and shall remain in effect until it is revised or rescinded by further action of the

Board. This Program may be amended, modified or terminated by the Board at any time in its sole

discretion. No Eligible Director shall have any rights hereunder, except with respect to equity awards

granted pursuant to Section 2 of this Program.

1.Cash Compensation.

a.Annual Retainers. Each Eligible Director shall be eligible to receive an annual

cash retainer of $30,000 for service on the Board.

b.Additional Annual Retainers. An Eligible Director shall be eligible to receive

the following additional annual retainers, as applicable:

(i)Audit and Risk Committee. An Eligible Director serving as

Chairperson of the Audit and Risk Committee shall be eligible to receive an additional annual

retainer of $20,000 for such service. An Eligible Director serving as a member of the Audit and

Risk Committee (other than the Chairperson) shall be eligible to receive an additional annual

retainer of $10,000 for such service.

(ii)Compensation Committee. An Eligible Director serving as Chairperson

of the Compensation Committee shall be eligible to receive an additional annual retainer of

$15,000 for such service. An Eligible Director serving as a member of the Compensation

Committee (other than the Chairperson) shall be eligible to receive an additional annual retainer of

$10,000 for such service.

(iii)Nominating and Corporate Governance Committee. An Eligible

Director serving as Chairperson of the Nominating and Corporate Governance Committee shall be

eligible to receive an additional annual retainer of $10,000 for such service. An Eligible Director

serving as a member of the Nominating and Corporate Governance Committee (other than the

Chairperson) shall be eligible to receive an additional annual retainer of $10,000 for such service.

(iv)Innovation Committee. An Eligible Director serving as Chairperson of

the Innovation Committee shall be eligible to receive an additional annual retainer of $15,000 for

such service. An Eligible Director serving as a member of the Innovation Committee (other than

the Chairperson) shall be eligible to receive an additional annual retainer of $10,000 for such

service.

c.Payment of Retainers. The annual cash retainers described in Sections 1(a) and

1(b) shall be earned on a quarterly basis based on a calendar quarter and shall be paid by the

Company in arrears not later than 30 days following the end of each calendar quarter. In the event

an Eligible Director does not serve as a director, or in the applicable positions described in Section

1(b), for an entire calendar quarter, the retainer paid to such Eligible Director shall be prorated for

the portion of such calendar quarter actually served as a director, or in such position, as applicable.

2.Equity Compensation.

a.General. Eligible Directors automatically shall be granted the equity awards

described below. The awards described below shall be granted under and shall be subject to the

terms and provisions of the Company’s 2020 Incentive Award Plan or any other applicable

Company equity incentive plan then-maintained by the Company (such plan, as may be amended

from time to time, the “Equity Plan”) and may be granted subject to the execution and delivery of

award agreements, including attached exhibits, in substantially the forms approved by the Board

prior to or in connection with such grants. All applicable terms of the Equity Plan apply to this

Program as if fully set forth herein, and all grants of equity awards hereby are subject in all respects

to the terms of the Equity Plan. Capitalized terms not otherwise defined herein shall have the

meanings ascribed to them in the Equity Plan.

b.Initial Awards.

i.Each Eligible Director who is initially elected or appointed to serve on

the Board after the Effective Date automatically shall be granted a Restricted Stock

Unit award with a value of $420,000 (the “Initial Equity Award”). The number of

Restricted Stock Units subject to an Initial Equity Award will be determined by

dividing the value by the 30-calendar-day average closing price for the Company’s

common stock through and including the date prior to the applicable grant date (with

any fractional Restricted Stock Units being rounded down to the next whole number).

The Initial Equity Award shall be granted on the date on which such Eligible Director

is appointed or elected to serve on the Board, and shall vest as to one-third of the shares

underlying the Initial Equity Award on each of the first three anniversaries of the

applicable grant date, such that the Initial Equity Award is fully vested on the third

anniversary of the grant date, subject to such Eligible Director’s continued service

through the applicable vesting date.

c.Annual Awards.

i.An Eligible Director who is serving on the Board as of the date of the

annual meeting of the Company’s stockholders (the “Annual Meeting”) each calendar

year automatically shall be granted a Restricted Stock Unit award with a value of

$230,000 (an “Ongoing Annual Award”). The number of Restricted Stock Units

subject to an Annual Award will be determined by dividing the value by the 30-

calendar-day average closing price for the Company’s common stock through and

including the date prior to the applicable grant date (with any fractional Restricted Stock

Units being rounded down to the next whole number). Each Annual Award shall be

granted on the date of the applicable Annual Meeting and shall vest in full on the earlier to

occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the

next Annual Meeting following the grant date, subject to continued service through the

applicable vesting date.

ii.If an Eligible Director is elected or appointed to serve on the

Board at any time other than at an Annual Meeting, such Eligible Director

automatically shall be granted a Restricted Stock Unit award (a “Pro-Rated Annual

Award” and together with the Ongoing Annual Awards, the “Annual Awards”; and the

Annual Awards, together with the Initial Equity Award, the “Director Equity

Awards”). The number of Restricted Stock Units subject to a Pro-Rated Annual Award

will be determined by multiplying (x) $230,000, by (y) a fraction, the numerator of

which is the remainder of 365 minus the number of days between the adjournment of

the last Annual Meeting and the date of the election or appointment, and the

denominator of which is 365, and then dividing the value by the 30-calendar-day

average closing price for the Company’s common stock through and including the date

prior to the applicable grant date (with any fractional Restricted Stock Units being

rounded down to the next whole number). Each Pro-Rated Annual Award shall be

granted on the date of such applicable election or appointment and shall vest in full on

the earlier to occur of (i) the one-year anniversary of the date of the last Annual Meeting

preceding the grant date and (ii) the date of the next Annual Meeting following the grant

date, subject to continued service through the applicable vesting date.

d.Accelerated Vesting Events. Notwithstanding the foregoing, an Eligible

Director’s Director Equity Award(s) shall vest in full immediately prior to the occurrence of a

Change in Control, other than a Non-Transactional Change in Control, to the extent outstanding at

such time.

e.Deferred Compensation Plan.Eligible directors may elect to participate in the

Company’s Deferred Compensation Plan for Directors (the “DCP”) pursuant to the terms and

conditions of the DCP, as in effect from time to time.

3.Compensation Limits. Notwithstanding anything to the contrary in this Program, all

compensation payable under this Program will be subject to any limits on the maximum amount of

non- employee Director compensation set forth in the Equity Plan, as in effect from time to time.

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GoodRx (GDRX) 10-Q2024 Q2 Quarterly report

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