Christopher McGinnis
GoodRx HoldingsAbout Christopher McGinnis
Christopher “Chris” McGinnis, age 54, has served as Chief Financial Officer & Treasurer of GoodRx since February 4, 2025. He brings 30+ years of healthcare finance leadership including CEO of CitizensRx (2021–2024), CFO & EVP Operations at Lumeris/Essence Healthcare (2017–2021), and senior roles including Chief Accounting Officer at Express Scripts (2008–2017). He holds a B.S. in Accountancy from Missouri State University and a J.D. from St. Louis University. Company performance context: 2024 revenue was $792.3M, net income $16.4M, and Adjusted EBITDA $260.2M; CFO commentary in Q3 2025 highlighted manufacturer solutions growth (54% YoY in Q3; ~35% for 2025) and margin expansion (Adjusted EBITDA margin 33.8%).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CitizensRx (PBM) | Chief Executive Officer | 2021–2024 | Led operations and strategy as PBM CEO. |
| Lumeris / Essence Healthcare (Medicare Advantage, value-based operator) | Chief Financial Officer & EVP Operations | 2017–2021 | Drove financial management and operations in value-based care. |
| Express Scripts | Various executive roles incl. Chief Accounting Officer | 2008–2017 | Senior finance leadership at a major PBM; oversight of accounting and controls. |
External Roles
| Organization | Role | Years |
|---|---|---|
| HenryMeds | Director | Current (as disclosed) |
Company Performance Context
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($USD Millions) | $750.3 | $792.3 |
| Net Income ($USD Millions) | $(8.90) | $16.40 |
| Adjusted EBITDA ($USD Millions) | $217.40 | $260.20 |
Additional recent quarter context under McGinnis’ tenure:
- Q3 2025 revenue $196.0M; manufacturer solutions revenue $43.4M (+54% YoY); Adjusted EBITDA $66.3M (33.8% margin).
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $500,000 per year. |
| Target Annual Bonus % | 100% of base salary (company/individual goals). |
| Signing Bonus | $250,000; subject to pro-rata repayment if employment terminates before Feb 4, 2026, except no repayment upon death, disability, termination without cause, or resignation for good reason (as defined). |
Performance Compensation
2025 Annual Cash Incentive Program
| Metric | Structure | Gate/Target/Max | Notes |
|---|---|---|---|
| Adjusted EBITDA Margin | Gate (must hit target for any payout) | Target required for payout >0% | Company-level performance gate. |
| Revenue | Payout metric | Target = 100%; Max = 150% | Pre-established revenue goals; payout up to 150%. |
2025 Equity Grants
| Award Type | Grant Value | Vesting Schedule | Notes |
|---|---|---|---|
| RSUs (Class A) | $3,500,000 (value determined by 20-day closing price avg.) | 25% vests on Feb 15, 2026; remaining 75% vests 1/16 quarterly thereafter | Time-based; continued employment required. |
| Stock Options (Class A) | $3,500,000 (Black-Scholes) | 25% vests/exercisable on Feb 15, 2026; remaining 75% vests 1/16 quarterly thereafter | Exercise price per grant date; time-based vesting; continued employment required. |
Key Vesting Dates (Indicative)
| Date | Vest % | Awards |
|---|---|---|
| Feb 15, 2026 | 25% | RSUs and Options (initial cliff) |
| Quarterly thereafter | 1/16 each quarter (over 16 quarters) | Remaining tranches for RSUs and Options |
Equity Ownership & Alignment
- Stock ownership guidelines: CFOs must hold at least 3x annual base salary in “Qualifying Shares” within a 5-year transition period (by Jan 11, 2028 or fifth anniversary of appointment).
- Anti-hedging and pledging: Directors/officers/employees are prohibited from hedging or pledging Company stock unless pre-approved by the Board.
- Clawback policy: Adopted Oct 2, 2023; Company must recover incentive compensation based on financial metrics subsequently restated, regardless of misconduct.
Employment Terms
| Term | Details |
|---|---|
| Start date & role | Effective Feb 4, 2025; CFO & Treasurer. |
| Severance plan | Tier 1 participant in GoodRx Executive Severance Plan as of Feb 4, 2025 (CFO level). Specific multiples/benefits not disclosed in proxy. |
| Bonus eligibility | Annual cash incentive targeted at 100% of salary; contingent on continued employment through applicable payment date. |
| Sign-on bonus conditions | $250,000; subject to pro-rata repayment if termination before Feb 4, 2026, except specified good-leaver conditions. |
| Equity treatment (change-in-control) | Under the 2020 Plan, if awards are not continued/assumed/replaced in a change-in-control, they become fully vested/exercisable at transaction close (plan-level term). |
Track Record, Value Creation, and Execution Risk
- Manufacturer solutions momentum: CFO highlighted strong growth and deal timing variability; raised full-year outlook to ~35% growth for 2025; Q3 2025 ManSol revenue up 54% YoY.
- Margin discipline: Q3 2025 Adjusted EBITDA margin 33.8% (+50 bps YoY), with emphasis on reinvestment balanced against SG&A and ROI.
- Strategic initiatives under CFO/leadership: expansion of point-of-sale brand programs (e.g., Novo Ozempic/Wegovy; Amgen Repatha), retail counter integrations (RxSmartSaver at Kroger), brand campaign driving unaided awareness and search volumes.
- Policy engagement: Active integration planning with HHS for TrumpRx pricing repository (API linking), expected long-term tailwind to affordability and manufacturer solutions.
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited absent Board approval, reducing alignment risk.
- Clawback: Broad recovery scope for incentive comp on restatement enhances pay-for-performance discipline.
- Ownership guideline compliance: Requirement is clear (3x salary for CFOs); current compliance status for McGinnis not disclosed.
- Severance/change-in-control specifics: Tier 1 status disclosed; plan details (multiples, triggers) not enumerated in proxy—monitor future filings for precision.
Compensation Structure Analysis
- Increased emphasis on at-risk pay: 2025 bonus plan tied to Adjusted EBITDA Margin (gate) and revenue; equity grants with multi-year vesting.
- No excise tax gross-ups: Company best-practice governance (general program statement).
- Clawback, anti-hedging/pledging, stock ownership guidelines: Robust alignment features in place.
Investment Implications
- Near-term vesting overhang: First major vest event is Feb 15, 2026 (25% of RSUs/options), then quarterly tranches—monitor potential insider selling windows and 10b5-1 plans around those dates.
- Alignment and retention: Tier 1 severance eligibility, ownership guidelines (3x salary), clawback, and anti-hedging/pledging policies support alignment; lack of disclosed severance multiples warrants attention in future filings.
- Execution signals: CFO’s guidance and commentary reflect focus on margin discipline and scaling manufacturer solutions; Q3 2025 performance and raised ManSol outlook indicate traction despite PTR headwinds.
- Watch items: Disclosure of exact severance plan terms, ownership accumulation vs. guideline timeline, and integration outcomes with TrumpRx that could affect manufacturer solutions revenue mix and durability.