Agnes Rey-Giraud
GoodRx HoldingsAbout Agnes Rey-Giraud
Agnes Rey-Giraud (age 60) has served as an independent director of GoodRx Holdings, Inc. since June 2016. She is Founder and Chairman of Acera Surgical Inc. and previously served as its CEO (January 2013–May 2022). Earlier, she held multiple executive roles at Express Scripts Holding Company, including Executive Vice President and President of International Operations. She has served on the board of UpHealth, Inc. since June 2021 (audit and nominating/governance committees) and holds a B.S. and M.S. in Mechanical Engineering (ENISE), an MMa in Operations Management (EM Lyon), and an MBA (University of Chicago) . GoodRx’s Board affirms her independence under Nasdaq rules, including audit committee independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acera Surgical Inc. | Founder & Chairman; Chief Executive Officer | CEO Jan 2013–May 2022 | Founded bioscience company; led operations and growth |
| Express Scripts Holding Company | Executive Vice President; President, International Operations | Not disclosed | Senior leadership across PBM operations and international strategy |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| UpHealth, Inc. | Director | Since June 2021 | Audit; Nominating & Corporate Governance |
| Various private companies | Director | Not disclosed | Not disclosed |
Board Governance
- Committees:
- Audit and Risk Committee member; the committee met 4 times in FY2024 and all members are independent under Nasdaq/SEC rules .
- Compensation Committee member (effective March 19, 2025); current members: Adams (independent), Rey-Giraud (independent), Wagner (Chair, not independent due to controlled company exemption). The committee met 4 times in FY2024 .
- Independence: Board determined Rey-Giraud is independent under Nasdaq rules and audit committee standards .
- Attendance: The Board held 5 meetings in FY2024; all incumbent directors attended at least 75% of Board and committee meetings except Mr. Deb, implying Rey-Giraud met the 75% threshold .
- Years of service on GoodRx Board: Since June 2016 .
- Controlled company context: GoodRx is a “controlled company” under Nasdaq rules due to Sponsor Stockholders controlling >50% voting power; some committees are not entirely independent (e.g., Compensation; Nominating), though 7/11 directors are independent .
- Designation: Rey-Giraud is a Silver Lake “Stockholder Designee,” reflecting sponsor designation rights under the Stockholders Agreement .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Cash fees (annual/committee) | $45,385 | 2024 fees earned/paid in cash |
| Equity grants (RSUs; annual + one-time) | $269,774 | Aggregate grant-date fair value (RSUs) in 2024 |
| One-time RSU award | $20,000 | Board-approved in July 2024; vests by June 6, 2025 or 2025 AGM |
| Program structure (as of July 8, 2024) | Annual cash retainer: $30,000; Audit & Risk member: $10,000; Compensation member: $10,000; Nominating member: $10,000; Innovation member: $10,000. Annual director RSU grant: $230,000; initial RSU for new directors: $420,000 . |
- Deferred compensation elections: Rey-Giraud elected to defer 100% of her RSU award into deferred stock units (DSUs) under the Director Deferred Compensation Plan .
Performance Compensation
- Non-employee director compensation is not tied to performance metrics; RSU awards vest on time-based schedules per the A&R Director Compensation Program (annual grant vests in full by the next AGM or one-year anniversary) .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Context |
|---|---|---|
| Silver Lake | Sponsor designates Rey-Giraud to GoodRx Board under Stockholders Agreement | Sponsor control and designation rights are a governance consideration; Board still affirms her independence |
| UpHealth, Inc. | Public company directorship | Serves on audit and nom/gov committees; no disclosed transactions with GoodRx |
Expertise & Qualifications
- PBM and healthcare operations leadership from Express Scripts (EVP; President International Operations) .
- Company-building and executive leadership at Acera Surgical (Founder; Chairman; former CEO) .
- Public board governance experience (UpHealth audit and nom/gov committees) .
- Engineering and operations academic credentials (ENISE; EM Lyon), and MBA (University of Chicago) .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Class A common (beneficial within 60 days) | 325,802 | Includes 72,755 directly, 222,185 options exercisable within 60 days, 2,464 RSUs vesting within 60 days, 28,398 DSUs vesting within 60 days |
| Class B common | 226,500 | Held via ARG Family Legacy Trust #1 (trustee: Rey-Giraud) |
| Total beneficial (Rule 13d-3; Class A + convertible Class B + near-term awards) | 552,302 | Sum of components above (calculated) |
| Ownership % of shares outstanding | <1% | As reported in beneficial ownership table |
| Options outstanding (year-end) | 222,185 | Options outstanding at 12/31/2024 |
| RSUs outstanding (year-end) | 2,464 | RSUs outstanding at 12/31/2024 |
| DSUs outstanding (year-end) | 28,398 | Deferred stock units under the Deferred Compensation Plan |
- Anti-hedging/pledging: Company policy prohibits hedging and pledging of GoodRx equity absent Board pre-approval, enhancing alignment with shareholders .
- Stock ownership guidelines: Non-employee directors must maintain ownership equal to 5x annual base cash retainer by the transition deadline (generally by January 11, 2028 or five years from appointment), counting qualifying shares (owned stock, vested/earned RSUs/PSUs, certain family/trust holdings) .
Governance Assessment
- Positives:
- Independent director with deep PBM industry and operational expertise; long-tenured on GoodRx’s Board since 2016 .
- Active role on the Audit and Risk Committee (independent), with attendance ≥75% in FY2024 Board/committee meetings .
- High equity component and DSU deferral (100% of RSUs) signal long-term alignment; anti-hedging/pledging policy further supports investor alignment .
- Watch items / red flags:
- Controlled company governance: Compensation Committee includes a non-independent Chair under Nasdaq’s controlled company exemption; independence optics may be constrained despite majority-independent Board .
- Sponsor designation: Rey-Giraud is a Silver Lake Stockholder Designee; while independence is affirmed, sponsor designation can create perceived influence in director elections and oversight .
- Audit committee “financial expert” designation applies to Bruehlman and Kennedy, not Rey-Giraud; her audit role is supported by financial literacy, but not “financial expert” status per SEC definition .
- No director-specific related party transactions disclosed for Rey-Giraud; ongoing monitoring warranted given her external roles (e.g., Acera Surgical; UpHealth) and the company’s policy routes such matters through Audit and Risk Committee .
Overall, Rey-Giraud brings substantive PBM and operator expertise and exhibits equity-aligned incentives. Key governance considerations relate to GoodRx’s controlled company status and sponsor designation dynamics, which merit investor monitoring of committee independence, director elections, and related-party oversight .