Christopher Adams

About Christopher Adams

Christopher Adams (age 45) has served on GoodRx’s Board since October 2015. He is a Partner at Francisco Partners (since August 2008), with prior roles as an associate at American Securities Capital Partners and a management consultant at Bain & Company. He holds a B.S. in Computer Engineering from the Georgia Institute of Technology and an M.B.A. from Stanford Graduate School of Business. The Board identifies him as bringing private equity investing and healthcare/technology board experience; he is nominated for re‑election as a Class II director to serve until the 2028 annual meeting . He is deemed an independent director under Nasdaq rules and also meets the additional independence standards for Compensation Committee service .

Past Roles

External Roles

Board Governance

• Independence: Board determined Adams is independent under Nasdaq rules; he also satisfies the additional independence standards applicable to Compensation Committee members .
• Controlled company status: GoodRx is a “controlled company” under Nasdaq rules and relies on exemptions; as a result, the Compensation and Nominating & Corporate Governance Committees are not entirely independent .
• Attendance: The Board held five meetings in 2024; except for Mr. Deb, every incumbent director attended at least 75% of Board and committee meetings during their service period (implying Adams met the threshold) .

Fixed Compensation

Context – Non‑Employee Director Compensation Program (A&R program effective July 8, 2024):

• Annual cash retainer: $30,000; Committee chair retainers: Audit & Risk $20,000; Compensation $15,000; Nominating & Corporate Governance $10,000; Innovation $15,000. Committee member retainers: Audit & Risk $10,000; Compensation $10,000; Nominating & Corporate Governance $10,000; Innovation $10,000 .
• Equity: Initial grant $420,000 (vests 1/3 annually over 3 years); Annual grant $230,000 (vests in full by next annual meeting or 1‑year anniversary); change‑in‑control acceleration provided (excluding non‑transactional events) .

Performance Compensation

• No director‑level performance metrics (e.g., revenue/EBITDA/TSR) apply to non‑employee director RSU awards; they are time‑based .
• Company maintains a clawback policy for incentive‑based pay applicable to executive officers; not directly applicable to non‑employee directors .

Other Directorships & Interlocks

• Compensation Committee Interlocks: In 2024, Compensation Committee members included Christopher Adams and Gregory Mondre; none were officers/employees, and no interlock relationships requiring disclosure existed aside from those identified in the proxy .

Expertise & Qualifications

• Private equity investor with deep exposure to technology and healthcare; extensive board experience in private companies .
• Technical and business credentials: B.S. in Computer Engineering (Georgia Tech) and M.B.A. (Stanford GSB) .
• Board leadership: Chair of Nominating & Corporate Governance; member of Compensation Committee .

Equity Ownership

Related Party Exposure and Potential Conflicts

• Controlled company governance: Sponsor Stockholders collectively control >50% of voting power; GoodRx relies on Nasdaq “controlled company” exemptions, meaning the Compensation and Nominating & Corporate Governance Committees are not fully independent. Adams remains personally independent for Board and Compensation Committee purposes .
• Transaction with Sponsor Stockholders (RED FLAG – oversight point): On March 16, 2025, GoodRx agreed to repurchase 10,000,000 shares from the Francisco Partners Stockholders at $4.20 per share (below prior close of $4.42), closing March 21, 2025. The Board and Audit & Risk Committee approved the transaction as part of the existing buyback authorization (aggregate ~$84.9 million including costs and estimated excise taxes). Given Adams’ affiliation with Francisco Partners, this is a related‑party sensitivity requiring robust independent oversight, which the company states was provided via Board and Audit & Risk Committee approval processes .

Say‑on‑Pay & Shareholder Feedback (Context)

• 2024 Say‑on‑Pay received approval by a substantial majority (>99.9% of votes cast), indicating strong investor support for the compensation program design at that time .

Governance Assessment

• Strengths:

  • Independent director with PE investing and healthcare/tech experience; satisfies additional independence standards for Compensation Committee .
  • Committee leadership (Chair, Nominating & Corporate Governance) and service on Compensation Committee; both committees held four meetings in 2024, indicating active governance cadence .
  • Anti‑hedging/pledging restrictions and stock ownership guidelines support alignment and risk control at the Board level .

• Watch items / RED FLAGS for investor confidence:

  • Controlled company status and reliance on exemptions mean key committees are not fully independent; Compensation Committee includes a non‑independent chair (Scott Wagner) .
  • Sponsor affiliation: Adams is the FP designee; March 2025 buyback from Francisco Partners Stockholders at a discount (Board/Audit & Risk Committee‑approved) underscores related‑party risk that warrants continued monitoring for process rigor and minority shareholder protections .
  • Alignment: Adams reported no beneficial ownership and no director fees/equity in 2024; while common for sponsor‑affiliated designees to forgo fees, limited direct equity ownership may reduce direct “skin‑in‑the‑game” alignment unless addressed via ownership guideline build‑up over time .

• Overall: Adams contributes relevant financial and healthcare/tech expertise and leads key governance processes, but investors should monitor controlled company dynamics and any transactions involving sponsor‑affiliated holders for robust independent oversight and fairness to minority shareholders .